UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
Scudder Emerging Markets Fund
Scudder Greater Europe 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
-------
Scudder International Fund
Date of fiscal year end: 10/31
-------
Scudder Emerging Markets Fund
Scudder Greater Europe Fund
Scudder Latin America Fund
Scudder Pacific Opportunities Fund
Date of reporting period: 7/1/04-6/30/05
----------------
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.
ProxyEdge - Investment Company Report Report Date: 08/04/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder Emerging Markets Fund
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HURRIYET GAZETE OGM Meeting Date: 07/21/2004
Issuer: M5316N103 ISIN: TRAHURGZ91D9 BLOCKING
SEDOL: 4311560, 4445276, B03MTH2, B03N1M4
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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 EXTRAORDINARY GENERAL Non-Voting
MEETING. THANK YOU
1. CONSTITUTION OF THE PRESIDING COMMITTEE Management
2. AUTHORIZE THE PRESIDING COMMITTEE TO SIGN THE Management MEETING
MINUTES
3. APPROVE TO INCREASE THE NUMBER OF MEMBERS OF Management BOARD OF
DIRECTORS TO 8 AND ELECT THE MEMBERS
OF BOARD OF DIRECTORS
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SATYAM COMPUTER SERVICES LTD AGM Meeting Date: 07/23/2004
Issuer: Y7530Q141 ISIN: INE275A01028
SEDOL: 6241858
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE, APPROVE AND ADOPT: A) THE AUDITED BALANCE Management For
SHEET AS AT 31 MAR 2004; B) THE AUDITED PROFIT
AND LOSS ACCOUNT FOR THE YE ON THAT DATE; C)
THE AUDITORS REPORT, THEREON; AND D) THE DIRECTORS
REPORT
2. DECLARE A FINAL DIVIDEND ON EQUITY SHARES Management For
3. RE-APPOINT DR. (MRS.) MANGALAM SRINIVASAN AS Management For A
DIRECTOR, WHO RETIRES BY ROTATI ON
4. APPOINT MESSRS. PRICE WATERHOUSE AS THE AUDITORS Management For OF THE
COMPANY UNTIL THE CONC LUSION OF THE NEXT
AGM AND APPROVE TO FIX THEIR REMUNERATION
5. RE-APPOINT MR. B. RAMALINGA RAJU AS CHAIRMAN Management For AND
DIRECTOR IN THE WHOLE-TIME EM PLOYMENT OF
THE COMPANY, FURTHER TO THE RESOLUTION PASSED AT THE AGM HELD ON 2 8
MAY 1999 AND PURSUANT TO THE PROVISIONS OF SECTIONS 198,269, 309, 310,
311, SCHEDULE XIII TO THE ACT AND OTHER APPLICABLE PROVISIONS IF ANY
OF THE COMPANI ES ACT, 1956
INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF, FO R
THE TIME BEING IN FORCE AND SUBJECT TO SUCH SANCTIONS AND APPROVALS AS
MAY BE NECESSARY, FOR A FURTHER PERIOD OF 5 YEARS WITH EFFECT FROM 01
APR 2004, AT A REMUNERATION, COMMISSION AND PERQUISITES AS SPECIFIED;
AND AUTHORIZE THE BO ARD TO VARY, ALTER OR MODIFY THE DIFFERENT
COMPONENTS OF THE ABOVE REMUNERATIO N AS MAY BE AGREED TO BY THE BOARD
OF DIRECTORS AND MR. B. RAMALINGA RAJU; AND APPROVE THAT IN CASE OF
ABSENCE OR INADEQUACY OF PROFITS FOR ANY FY, THE CHAI RMAN SHALL BE
PAID REMUNERATION AS PER SECTION II OF PART II OF SCHEDULE XIII TO THE
COMPANIES ACT, 1956
6. RE-APPOINT MR. B. RAMA RAJU AS MANAGING DIRECTOR, Management For
FURTHER TO THE RESOLUTION PA SSED AT THE AGM
HELD ON 28 MAY 1999 AND PURSUANT TO THE PROVISIONS OF SECTIONS
198,269, 309, 310, 311, SCHEDULE XIII TO THE ACT AND OTHER APPLICABLE
PROVISI ONS IF ANY OF THE COMPANIES ACT, 1956 INCLUDING ANY STATUTORY
MODIFICATION OR RE-ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE AND
SUBJECT TO SUCH SANCTI ONS AND APPROVALS AS MAY BE NECESSARY, FOR A
FURTHER PERIOD OF 5 YEARS WITH EF FECT FROM 01 APR 2004, AT A
REMUNERATION, COMMISSION AND PERQUISITES AS SPECIF IED; AND AUTHORIZE
THE BOARD TO VARY, ALTER OR MODIFY THE DIFFERENT COMPONENTS OF THE
ABOVE REMUNERATION AS MAY BE AGREED TO BY THE BOARD OF DIRECTORS AND M
R. B. RAMA RAJU; AND APPROVE THAT IN CASE OF ABSENCE OR INADEQUACY OF
PROFITS FOR ANY FY, THE MANAGING DIRECTOR SHALL BE PAID REMUNERATION
AS PER SECTION II OF PART II OF SCHEDULE XIII TO THE COMPANIES ACT,
1956
S.7 AUTHORIZE THE BOARD, PURSUANT TO THE APPLICABLE Management For
PROVISIONS OF THE SECURITIES A ND EXCHANGE BOARD
OF INDIA DELISTING OF SECURITIES GUIDELINES-2003 AND SUBJE CT TO THE
PROVISIONS OF THE COMPANIES ACT, 1956, INCLUDING ANY STATUTORY MODI
FICATION S OR RE ENACTMENT THEREOF FOR THE TIME BEING IN FORCE ,
SECURITIES C ONTRACTS REGULATION
ACT, 1956 AND THE RULES FRAMED THERE UNDER, LISTING AGRE EMENTS AND
ALL OTHER APPLICABLE RULES, REGULATIONS AND GUIDELINES AND SUBJECT TO
APPROVAL, CONSENT, PERMISSION OR SANCTION OF THE SECURITIES AND
EXCHANGE BO ARD OF INDIA, STOCK EXCHANGES WHERE THE SHARES OF THE
COMPANY ARE LISTED AND A NY OTHER APPROPRIATE AUTHORITIES,
INSTITUTIONS OR REGULATORS, AS MAY BE NECESS ARY AND SUBJECT TO THE
NECESSARY CONDITIONS AND MODIFICATIONS, IF ANY AS MAY B E PRESCRIBED
OR IMPOSED BY ANY AUTHORITY WHILE GRANTING SUCH APPROVALS, PERMIS
SIONS AND SANCTIONS, WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS
OF THE C OMPANY HEREAFTER REFERRED AS THE BOARD, WHICH TERM SHALL BE
DEEMED TO INCLUDE ANY COMMITTEE THEREOF FOR THE TIME BEING EXERCISING
POWERS CONFERRED ON THE B OARD BY THE RESOLUTION , TO DELIST THE
EQUITY SHARES OF THE COMPANY FROM THE H YDERABAD STOCK EXCHANGE
LIMITED AT SUCH TIME AS THE BOARD MAY DECIDE; AND TO D O ALL SUCH
ACTS, DEEDS AND THING AS MAY BE NECESSARY FOR THE PURPOSE AND TO SE
TTLE ANY QUESTIONS DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS
REGARD
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FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Special Meeting Date: 07/27/2004
Issuer: 344419 ISIN:
SEDOL:
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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01 SUBJECT TO THE APPROVAL OF, AND THE CONDITIONS Shareholder For No
IMPOSED BY THE MEXICAN SECURITIES COMMISSION AND IN ACCORDANCE WITH
ARTICLE 81 OF THE MEXICAN SECURITIES MARKET LAW, TO INCREASE THE
VARIABLE PORTION OF THE CAPITAL STOCK OF THE COMPANY, BY THE ISSUANCE
OF COMMON SERIES B SHARES AND LIMITED VOTING SERIES D SHARES, AND TO
APPROVE THEIR INTEGRATION INTO B UNITS AND BD UNITS.
02 EXPRESS WAIVER BY THE SHAREHOLDERS TO THEIR PRE-EMPTIVE Shareholder For No
RIGHTS GRANTED BY ARTICLE 132 OF THE MEXICAN GENERAL CORPORATIONS LAW,
TO SUBSCRIBE THE SHARES AND UNITS ISSUED IN ACCORDANCE WITH ITEM I OF
THE AGENDA.
03 APPROVE THE PUBLIC OFFER IN THE SECURITIES MARKETS Management For No
OF MEXICO, UNITED STATES OF AMERICA AND OTHER
MARKETS.
04 TO AUTHORIZE THE DIRECTORS (1) TO DETERMINE THE Shareholder For No
SUBSCRIPTION PRICE PER SHARE, AND PER UNIT DURING
THE PUBLIC OFFER; (2) TO DETERMINE THE AMOUNT TO BE ALLOCATED AS
CAPITAL STOCK INCREASE AND AMOUNT AS SUBSCRIPTION PREMIUM PER SHARE
AND PER UNIT, AND (3) TO DETERMINE THE MANNER, TERM AND CONDITIONS FOR
THE CAPITAL INCREASE AND THE PUBLIC OFFERING OF THE UNITS.
05 APPROVE THE CONDITIONS PRECEDENT FOR THE EFFECTIVENESS Management For No
OF THE RESOLUTIONS ADOPTED DURING THE MEETING.
06 ISSUANCE OF POWERS OF ATTORNEY TO EXECUTE THE Management For No
RESOLUTIONS ADOPTED DURING THE MEETING.
07 APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS Management For No
MEETING.
08 APPROVAL OF THE MINUTES OF THE SHAREHOLDERS MEETING. Management For No
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MAHINDRA & MAHINDRA LTD AGM Meeting Date: 07/28/2004
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 APPROVE THE DIRECTORS REPORT AND Management For THE
AUDITED BALANCE SHEET AND PR OFIT AND LOSS
ACCOUNT FOR THE YE 31 MAR 2004
2. DECLARE A DIVIDEND ON ORDINARY SHARE Management For
3. RE-ELECT MR. R.K. PITAMBER AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
4. RE-ELECT MR. A.S. GANGULY AS A DIRECTOR, WHO Management For RETIRES BY
ROTATION
5. RE-ELECT MR. R.K. KULKARNI AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
6. RE-ELECT MR. ANUPAM PURI AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
7. RE-ELECT MR. ALAN E. DURANTE AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
8. APPOINT MESSRS A.F. FERGUSON & COMPANY, CHARTERED Management For
ACCOUNTANTS, AS THE AUDITORS UNTIL THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AND FIX THEIR
REMUNERATIO N
S.9 APPROVE THAT, IN PARTIAL MODIFICATION OF THE Management Against
SPECIAL RESOLUTIONS AT ITEM NOS. 11 AND 12 PASSED AT THE 54TH AGM OF
THE COMPANY HELD ON 31 JUL 2000 AND IN ACC ORDANCE WITH THE PROVISIONS
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY , SE CTIONS 79A, 81 AND
ALL OTHER APPLICABLE PROVISONS OF THE COMPANIES ACT 1956 A CT
INCLUDING ANY STATUTORY MODIFICATIONS OR RE-ENACTMENT OF THE ACT FOR
THE T IME BEING IN FORCE AND THE PROVISIONS OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA
EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
GUIDEL INES, 1999 INCLUDING ANY MODIFICATIONS THEREOF OR SUPPLEMENTS
THERE TO GUIDEL INES AND SUBJECT TO SUCH APPROVALS, CONSENTS,
PERMISSIONS AND SANCTIONS AS NE CESSARY AND SUBJECT TO SUCH CONDITIONS
AND MODIFICATIONS AS SPECIFIED OR IMPOS ED WHILE GRANTING SUCH
APPROVALS, CONSENTS, PERMISSIONS AND SANCTIONS WHICH AG REED TO BY THE
BOARD OF DIRECTORS OF THE COMPANY BOARD , THE CONSENT OF THE C OMPANY
BE ACCORDED TO THE BOARD TO CREATE, OFFER, ISSUE AND ALLOT 19,55,814
OR DINARY SHARES EQUITY SHARES IN ONE OR MORE TRANCHES AT SUCH PRICE
AND ON SUC H TERMS AND CONDITIONS AS APPROVE BY THE MEMBERS OF THE
COMPANY AT THE 54TH AG M OF THE COMPANY ON 31 JUL 2000 TO THE MAHINDRA
& MAHINDRA EMPLOYEES STOCK OP TION TRUST TRUST
CONSTITUTED BY THE COMPANY IN PURSUANCE OF THE MAHINDRA & M AHINDRA
LIMITED EMPLOYEES STOCK OPTION SCHEME SCHEME ; THE TOTAL NUMBER OF OP
TIONS BE GRANTED PURSUANT TO THE SCHEME SHALL STAND AUGMENTED TO THE
EXTENT OF 19,55,814 EQUITY SHARES TO BE ALLOCATED TO THE TRUST; AND
AUTHORIZE THE BOARD OF DIRECTORS, FOR THE PURPOSES OF CREATING,
OFFERING, ISSUING, ALLOTTING AND LISTING OF THE EQUITY SHARES, TO MAKE
ANY MODIFICATIONS, CHANGES, VARIATIONS, ALTERATIONS, OR REVISIONS IN
THE SCHEME FROM TIME TO TIME OR TO SUSPEND , WITH DRAW OR REVIVE THE
SCHEME FROM TIME TO TIME AND TO DO ALL SUCH ACTS, DEEDS, MA TTERS AND
THINGS AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY FOR SUC H
PURPOSE AND WITH POWER ON BEHALF OF THE COMPANY TO SETTLE ANY
QUESTIONS, DIF FICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD
WITHOUT REQUIRING THE BOARD TO SECURE ANY FURTHER CONSENT OR APPROVAL
OF THE MEMBERS OF THE COMPANY
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P.T. TELEKOMUNIKASI INDONESIA, TBK TLK Annual Meeting Date: 07/30/2004
Issuer: 715684 ISIN:
SEDOL:
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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01 DISPENSATION FOR THE DELAY OF CONVENING OF THE Management For No
MEETING.
02 APPROVAL OF THE COMPANY S ANNUAL REPORT FOR THE Management For No
FINANCIAL YEAR 2003.
03 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For No
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE (VOLLEDIQ ACQUIT ET THE
CHARGE) TO THE MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS.
04 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For No
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
05 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For No
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
06 APPROVAL OF THE SPLIT OF NOMINAL VALUE FOR THE Management For No
SERIES A AND B SHARES OF THE COMPANY.
07 APPROVAL OF THE AMENDMENT TO THE ARTICLES OF Management For No
ASSOCIATION OF THE COMPANY ESPECIALLY IN RELATION TO THE SPLIT OF
NOMINAL VALUE OF THE COMPANY S SHARES.
08 DETERMINATION OF THE REMUNERATION FOR MEMBERS Management For No
OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
IN 2004 FINANCIAL YEAR.
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P.T. TELEKOMUNIKASI INDONESIA, TBK TLK Annual Meeting Date: 07/30/2004
Issuer: 715684 ISIN:
SEDOL:
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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01 APPROVAL TO CONVENE THE MEETING FOR THE FINANCIAL Management For No
YEAR 2003 ON JULY 30, 2004 AND APPROVAL OF THE COMPANY S ANNUAL REPORT
FOR THE FINANCIAL YEAR 2003.
02 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For No
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE TO THE MEMBERS OF THE
BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS.
03 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For No
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
04 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For No
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
05 APPROVAL OF THE SPLIT OF NOMINAL VALUE OF THE Management For No
SERIES A AND B SHARES OF THE COMPANY.
06 APPROVAL OF THE AMENDMENT TO THE ARTICLE OF ASSOCIATION Management For No
OF THE COMPANY ESPECIALLY IN RELATION TO THE SPLIT OF THE NOMINAL
VALUE OF THE COMPANY S SHARES.
07 DETERMINATION OF THE REMUNERATION FOR THE MEMBERS Management For No
OF DIRECTORS AND THE BOARD OF COMMISSIONERS IN
2004 FINANCIAL YEAR.
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PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM Meeting Date: 07/30/2004
Issuer: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE DISPENSATION FOR THE DELAY OF CONVENING Management For OF
THE MEETING
2. APPROVE THE COMPANY S ANNUAL REPORT FOR THE FY Management For
2003
3. RATIFY THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS Management For OF
THE COMPANY FOR THE F Y AND GRANT FULL DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS
4. APPROVE THE PROFIT UTILIZATION INCLUDING DISTRIBUTION Management For
OF DIVIDEND FOR THE FY 2 003
5. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management For
RECORDS FOR THE FY 2004
6. APPROVE THE SPLIT OF NOMINAL VALUE OF THE SERIES Management For A AND
B SHARES OF THE COMPANY
7. AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management For IN
RELATION TO THE SPLIT OF TH E NOMINAL VALUE
OF THE COMPANY SHARES
8. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Management For BOARD
OF DIRECTORS AND THE BOA RD OF COMMISSIONERS
FOR THE FY 2004
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PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM Meeting Date: 07/30/2004
Issuer: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
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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 Non-Vote Proposal
# 144029 DUE TO A REVISED AGE NDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU W ILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. APPROVE TO CONVENE THE MEETING FOR THE FY 2003 Management For ON 30
JUL 2004 AND APPROVE THE COMPANY S ANNUAL
REPORT FOR FY 2003
2. RATIFY THE COMPANY S AUDITED CONSOLIDATED FINANCIAL Management For
STATEMENTS FOR THE FY 2003 AND GRANT FULL RELEASE
AND DISCHARGE THE MEMBERS OF THE BOARD OF DIRECTORS
AN D THE BOARD OF COMMISSIONERS
3. DETERMINE THE FINANCIAL YEAR 2003 S PROFIT UTILIZATION Management For
INCLUDING DISTRIBUTION OF A DIVIDEND
4. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management For
RECORDS FOR THE 2004 FINANC IAL YEAR
5. APPROVE THE SPLIT OF THE NOMINAL VALUE OF THE Management For SERIES A
AND B SHARES OF THE COM PANY
6. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY, Management For
ESPECIALLY IN RELATION TO TH E SPLIT OF THE NOMINAL
VALUE OF THE COMPANY S SHARES
7. DETERMINE THE REMUNERATION FOR THE MEMBERS OF Management For THE BOARD
OF DIRECTORS AND THE B OARD AS COMMISSIONERS
IN THE 2004 FINANCIAL YEAR
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COMPANHIA VALE DO RIO DOCE RIO Special Meeting Date: 08/18/2004
Issuer: 204412 ISIN:
SEDOL:
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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I DELIBERATION OF THE PROPOSAL FOR A FORWARD SPLIT Shareholder For No
OF SHARES ISSUED BY THE COMPANY, SO THAT EACH
COMMON OR PREFERRED SHARE ISSUED BY THE COMPANY WILL BE REPRESENTED BY
THREE SHARES OF THE SAME TYPE AND CLASS, AND THE CONSEQUENT
ALTERATIONS OF ARTICLES 5 AND 6 OF THE COMPANY BYLAWS.
II ELECTION, BY HOLDERS OF PREFERRED CLASS A SHARES, Management For No
OF ONE MEMBER AND HIS ALTERNATE FOR THE COMPANY
S FISCAL COUNCIL, DUE TO THE RESIGNATION OF THE FISCAL COUNCIL MEMBERS
ELECTED BY THIS CLASS OF SHARES, AS WELL AS THE ELECTION BY THE COMMON
SHAREHOLDERS OF ONE ALTERNATE MEMBER, DUE TO THE RESIGNATION OF ONE
ALTERNATE MEMBER ELECTED BY THE COMMON SHAREHOLDERS.
III RECTIFICATION OF THE TOTAL ANNUAL COMPENSATION Management For No
OF THE MEMBERS OF THE COMPANY S MANAGEMENT FIXED
BY THE ORDINARY GENERAL SHAREHOLDERS MEETING
HELD ON APRIL 28, 2004.
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KOREA ELECTRIC POWER CORP EGM Meeting Date: 08/27/2004
Issuer: Y48406105 ISIN: KR7015760002
SEDOL: 6495730
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. ELECT THE DIRECTORS Management For
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M.A. INDUSTRIES LTD EGM Meeting Date: 08/30/2004 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. APPROVE TO ALLOT WARRANT OPTIONS TO PROFESSOR Management Against
REBECCA CARMI, THE DIRECTOR AND PROFESSORS A.
BRAVERMAN AND E. HALEVY, THE DIRECTORS
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M.A. INDUSTRIES LTD OGM Meeting Date: 08/30/2004 Issuer: M67888103 ISIN:
IL0010818198
SEDOL: 6115607
- ------------------------------------------------------------------------------------------------------------------------------------
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. RECEIVE THE FINANCIAL STATEMENTS AND THE DIRECTORS Management For
REPORT FOR THE YEAR 2003
2. RE-APPOINT THE OFFICIATING DIRECTORS UNTIL THE Management For NEXT
AGM
3. APPROVE THE PAYMENT OF REMUNERATION TO THE DIRECTORS Management For
WITH THE EXCEPTION OF DI RECTORS WHO PROVIDE
SERVICES TO THE COMPANY OR ITS SUBSIDIARIES,
AT THE MAXIMU M IN ACCORDANCE WITH THE COMPANIES
RULES FOR REMUNERATION AND EXPENSES OF EXT ERNAL
DIRECTORS REGULATIONS
4. APPROVE THE PURCHASE OF D & O INSURANCE, TO COVER Management Against
AN AMOUNT OF UP TO USD 100 M ILLION, IN CONSIDERATION
FOR AN ANNUAL PREMIUM OF USD 656,000; THE AFORESAID I NSURANCE WILL BE
PURCHASED BY THE COMPANY INDEPENDENTLY AND NOT WITHIN THE FRA ME OF
GROUP INSURANCE OF THE KOOR GROUP OF COMPANIES AS PREVIOUSLY
5. APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For TO
DETERMINE THEIR FEES
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SKYWORTH DIGITAL HOLDINGS LTD AGM Meeting Date: 09/01/2004
Issuer: G8181C100 ISIN: BMG8181C1001
SEDOL: 5950144, 6228828
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For FINANCIAL
STATEMENTS OF THE COMPA NY AND REPORTS
OF THE DIRECTORS AND THE AUDITORS OF THE COMPANY
THEREON FOR TH E YE 31 MAR 2004
2. APPROVE AND DECLARE A FINAL DIVIDEND FOR THE Management For YE 31 MAR
2004
3. RE-ELECT THE RETIRING DIRECTORS Management For
4. AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION Management
For FOR THE DIRECTORS
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For OF
DIRECTORS TO FIX THEIR REMU NERATION
S.6 AMEND BYE-LAWS 1, 2(E), 2(J), 2(K), 3(1), 6, Management For
12(1), 39, 43(1)(A), 44, 46, 51, 66, 66(B), 66(C),
66(D), 76, 76(2), 84(2), 86(1), 88, 103(1), 103(2),
103(3), 103(4), 132(1), 132(2)(B), 153, 154,
155, 156, 157, 158, 159, 160, 161, 162, 1 63,
163(B), 163(C), 163(D), 163(E), 164, 164(1),
165, 166, 167, 168 AND 170, I N ORDER TO BE IN
LINE WITH THE SECURITIES AND FUTURES ORDINANCE
WHICH CAME INT O EFFECT ON 01 APR 2003, THE CURRENT
RELEVANT LAWS, RULES AND/OR REGULATIONS O F BERMUDA
AND THE RECENT CHANGES IN THE RULES GOVERNING
THE LISTING OF SECURIT IES ON THE STOCK EXCHANGE
OF HONG KONG LIMITED, OF THE BYE-LAWS OF THE COMPANY
7. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management Against
LISTING COMMITTEE OF THE STOCK EX CHANGE OF HONG
KONG LIMITED GRANTING THE LISTING OF AND PERMISSION TO DEAL IN THE
SHARES TO BE ISSUED UPON EXERCISE OF ANY OPTIONS TO BE GRANTED UNDER
THE R EFRESHED LIMIT PURSUANT TO THE SHARE OPTION SCHEME OF THE
COMPANY ADOPTED BY A RESOLUTION ON 28 AUG 2002 AND ANY OTHER SCHEMES
OF THE COMPANY, TO REFRESH TH E EXISTING LIMIT ON THE GRANT OF OPTIONS
UNDER THE SHARE OPTION SCHEME SO THAT THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY TO BE ALLOTT ED AND ISSUED UPON
EXERCISE OF ANY OPTIONS TO BE GRANTED UNDER THE SHARE OPTIO N SCHEME
AND ANY OTHER SCHEMES OF THE COMPANY EXCLUDING OPTIONS PREVIOUSLY GR
ANTED, OUTSTANDING, CANCELLED, LAPSED OR EXERCISED UNDER THE SHARE
OPTION SCHE ME AND ANY OTHER SCHEMES OF THE COMPANY
NOT EXCEEDING 10% OF THE AGGREGATE NO MINAL OF THE SHARE CAPITAL OF
THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION REFRESHED
LIMIT AND AUTHORIZE THE DIRECTOR OF THE COMPANY TO GRA NT OPTIONS UP
TO THE REFRESHED LIMIT AND TO ALLOT, ISSUE AND DEAL WITH SHARES OF THE
COMPANY PURSUANT TO THE EXERCISE OF SUCH OPTIONS
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management Against TO
THE RULES LISTING RULES GOVERNING THE LISTING
OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK
EXCHANGE , TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES OR SECURITI
ES CONVERTIBLE INTO SHARES, OR OPTIONS, WARRANTS OR SIMILAR RIGHTS TO
SUBSCRIB E FOR ANY SHARES AND MAKE OR GRANT OFFERS, AGREEMENTS AND
OPTIONS, INCLUDING W ARRANTS TO SUBSCRIBE FOR SHARES, DURING AND AFTER
THE RELEVANT PERIOD, NOT EXC EEDING 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) THE EXERCISE OF ANY OPTIONS GRANTED UNDER ANY SHARE OPT ION
SCHEME OR SIMILAR ARRANGEMENT OF THE COMPANY; OR III) ANY SCRIP
DIVIDEND O R SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT AND ISSUE
OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND ON SHARES OF THE
COMPANY IN ACCORDANCE WITH THE BYE-LAWS OF THE COMPANY; OR IV) ANY
ISSUE OF SHARES UPON THE EXERCISE OF RIGHTS OF SUBSCRIPTION OR
CONVERSION UNDER THE TERMS OF ANY WARRANTS OF THE CO MPANY OR ANY
SECURITIES WHICH ARE CONVERTIBLE INTO SHARES OF THE COMPANY; AUT
HORITY 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 REQU IRED BY THE BYE-LAWS OF THE COMPANY, THE COMPANIES
ACT 1981 OF BERMUDA OR ANY OTHER APPLICABLE LAW TO BE HELD
9. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
ISSUED SHARES IN THE CAPITA L OF THE COMPANY
ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK EXCHANGE O R ANY
OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY MAY BE LISTED
AN D RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION AND THE STOCK
EXCHANGE F OR THIS PURPOSE, DURING THE RELEVANT PERIOD, OTHERWISE IN
ACCORDANCE WITH THE RULES AND REGULATIONS OF THE SECURITIES AND
FUTURES COMMISSION, THE STOCK EXCH ANGE, THE COMPANIES ACT 1981 OF
BERMUDA AND ALL OTHER APPLICABLE LAWS IN THIS REGARD, NOT EXCEEDING
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AT THE DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPI RES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRA
TION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS
REQUIRED BY THE BYE-LAWS OF THE COMPANY, THE COMPANIES ACT 1981 OF
BERMUDA OR ANY OTHER APPLI CABLE LAW TO BE HELD
10. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 8
AND 9, TO EXTEND THE GE NERAL MANDATE GRANTED
TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH SHARES
PURSUANT TO RESOLUTION 8, BY ADDING THERETO AN AMOUNT REPRESENTIN G
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY WHICH
MAY B E ALLOTTED, ISSUED OR DEALT WITH BY THE DIRECTORS OF THE COMPANY
PURSUANT TO S UCH GENERAL MANDATE, AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF TH E SHARES IN THE SHARE CAPITAL OF THE
COMPANY WHICH HAS BEEN PURCHASED BY THE C OMPANY 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 RESOLUTION
11. APPOINT MR. CHENG KIN CHUNG AS AN EXECUTIVE DIRECTOR Management For OF
THE COMPANY
12. APPOINT MR. XIE ZHENGCAI AS AN INDEPENDENT NON-EXECUTIVE Management
For DIRECTOR OF THE COMPA NY
- ------------------------------------------------------------------------------------------------------------------------------------
APOLLO HOSPITALS ENTERPRISE LTD EGM Meeting Date: 09/02/2004
Issuer: Y0187F112 ISIN: INE437A01016
SEDOL: 6273583
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For
THE BOARD , PURSUANT TO THE PROVISIONS OF SECTION 81)1A) AND OTHER
APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 1956, LISTING
AGREEMENTS ENTERED IN TO BY THE COMPANY WITH THE STOCK EXCHANGES,
SUBJECT TO ANY AGREEMENTS TO BE NEGOTIATED AND SIGNED FOR GIV ING
EFFECT TO THE ISSUE OF SHARES, AND SUBJECT TO ALL NECESSARY,
APPROVALS, CO NSENTS, PERMISSIONS AND/OR SANCTIONS OF THE GOVERNMENT
OF INDIA, RESERVE BANK OF INDIA, SECURITIES AND EXCHANGE BOARD OF
INDIA SEBI , FINANCIAL INSTITUTION S, FOREIGN INVESTMENT PROMOTION
BOARD FIPB /SECRETARIAL FOR INDUSTRIAL ASSIST ANCE SIA , UNDER THE
FOREIGN EXCHANGE MANAGEMENT ACT, 1999 FEMA , AND ALL OT HER
APPROPRIATE AND/OR CONCERNED AUTHORITIES, INSTITUTION OR BODIES, IF
ANY, A ND SUBJECT TO ANY CONDITIONS AND MODIFICATIONS AS MAY BE
PRESCRIBED BY THEM WH ILE GRANTING ANY SUCH APPROVAL, CONSENT,
PERMISSION OR SANCTION AGREED TO BY T HE BOARD, TO DELEGATE SUCH
AUTHORITY TO SUCH PERSON OR PERSONS AS THE BOARD MA Y DEEM FIT, TO
ISSUE/OFFER AND ALLOT IN ONE OR MORE TRANCHES, BY WAY OF PRIVAT E
PLACEMENT AND/OR PREFERENTIAL ALLOTMENT BASIS UP TO 2,079,930 EQUITY
SHARES OF THE COMPANY OF THE FACE VALUE OF INR 10 EACH TO TEMASEK
CAPITAL (PRIVATE) L IMITED AT A PRICE OF INR 246 PER SHARE INCLUDING
PREMIUM , BEING A PRICE WHIC H IS HIGHER THAN THE MINIMUM PRICE,
SPECIFIED AS PER SEBI GUIDELINES 2000 AND THAT THE SHARES SO ISSUED
SHALL RANK ATLEAST PARIPASSU IN ALL RESPECTS WITH TH E EXISTING EQUITY
SHARES OF THE COMPANY AND SHALL BE LOCKED IN FOR A PERIOD OF ONE YEAR
FROM THE DATE OF ALLOTMENT PURSUANT TO THE SEBI DIP GUIDELINES FO R
PREFERENTIAL ALLOTMENT PROVIDED THAT THE RELATED DATE IN RELATION TO
THE SHA RE FOR THE PURPOSE OF DETERMINING THE ISSUE PRICE SHALL BE 03
AUG 2004; AUTHOR IZE THE BOARD OF THE COMPANY TO DO ALL SUCH ACTS,
DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS DISCRETION DEEM NECESSARY
OR DESIRABLE FOR SUCH PURPOSE AND WI TH POWER ON BEHALF OF THE COMPANY
TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOU BTS THAT MAY ARISE IN
REGARD TO ANY SUCH ISSUE(S), OFFER(S) OR ALLOTMENT(S) OR OTHERWISE AND
UTILIZATION OF THE ISSUE PROCEED AND/OR OTHERWISE TO MODIFY THE TERMS
OF THE ISSUE, IF ANY, AS IT MAY IN ITS ABSOLUTE DISCRETION, DEEM FIT
AN D PROPER, INCLUDING AND WITHOUT LIMITATION EXECUTE ALL SUCH DEED,
DOCUMENTS AG REEMENTS AND WRITINGS AS MAY BE NECESSARY FOR THE PURPOSE
OF GIVING EFFECT TO THE AFORESAID RESOLUTION, NEGOTIATE TERMS, APPOINT
THE ADVISORS/MANAGERS, PAY ANY FEES, COMMISSIONS, REMUNERATION, INCUR
EXPENSES AND TAKE SUCH FURTHER STEP S AS REQUIRED FOR THE ALLOTMENT
AND LISTING OF THE SECURITIES TO BE THUS ISSUE D AND TO MAKE SUCH
MODIFICATIONS IN THE FOREGOING AS MAY BE CONSIDERED DESIRAB LE BY THE
BOARD IN THE BEST INTEREST OF THE COMPANY AS ITS SHAREHOLDERS WITHOU T
BEING REQUIRED TO SEEK FURTHER CONSENTS OR APPROVAL OF THE COMPANY TO
THE EN D AND INTENT THAT THE COMPANY SHALL BE DEEMED TO HAVE GIVEN ITS
APPROVAL THERE TO EXPRESSLY TO THE AUTHORITY OF THE RESOLUTION;
APPROVE THAT THE BOARD SHALL SEEK LISTING OF SUCH EQUITY SHARES OF THE
FACE VALUE OF INR 10 EACH AT ALL SUC H STOCK EXCHANGES WHERE THE
EQUITY SHARES OF THE COMPANY ARE ALREADY LISTED; A UTHORIZE THE BOARD
TO DELEGATE ALL OR ANY OF THE POWERS CONFERRED TO ANY COMMI TTEE OF
DIRECTORS OR ANY DIRECTOR OR OFFICER OF THE COMPANY TO GIVE EFFECT TO
THE RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
APOLLO HOSPITALS ENTERPRISE LTD AGM Meeting Date: 09/14/2004
Issuer: Y0187F112 ISIN: INE437A01016
SEDOL: 6273583
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE, APPROVE AND ADOPT THE AUDITED PROFIT Management For AND LOSS
ACCOUNT FOR THE YE 31 M AR 2004 AND
THE BALANCE SHEET AT THAT DATE, THE DIRECTORS
AND THE AUDITORS R EPORT THEREON
2. DECLARE A DIVIDEND ON EQUITY SHARES Management For
3. RE-APPOINT SHRI. P. OBUL REDDY AS A DIRECTOR, Management For WHO
RETIRES BY ROTATION
4. RE-APPOINT SHRI. RAFEEQUE AHAMED AS A DIRECTOR, Management For WHO
RETIRES BY ROTATION
5. RE-APPOINT SHRI. N. VAGHUL AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
6. RE-APPOINT SHRI. T.K. BALAJI AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
7. RE-APPOINT MESSRS. S. VISWANATHAN, CHARTERED Management For
ACCOUNTANTS, CHENNAI, AS THE AUDI TORS FOR THE
CURRENT YEAR AND APPROVE TO FIX THEIR REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC EGM Meeting Date: 09/28/2004
Issuer: Y3744A105 ISIN: CN0009115410
SEDOL: 5788839, 6099671, 6441904, B01XLD7
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND THE ARTICLES OF ASSOCIATION Management For
2.1 APPOINT MR. HUANG YONGDA AS A DIRECTOR OF THE Management For
COMPANY
2.2 APPOINT MR. LIU SHUYUAN AS A DIRECTOR OF THE COMPANY Management For
2.3 APPOINT MR. LIU JIPENG AS AN INDEPENDENT DIRECTOR Management For
OF THE COMPANY
S.3.1 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management Against
OF THE RESOLUTIONS S.3.2, S.3.3 AND S.3.4 TO ISSUE OVERSEAS UP TO USD
300 MILLION IN PRINCIPAL AMOUNT OF BONDS CONVERTIBLE TO THE COMPANY S
OVERSEAS LISTED FOREIGN SHARES WITHIN 12 MONTHS FROM THE DATE OF
APPROVALS BY SPECIAL RESOLUTION PASSED AT THE COMPANY S GENER AL
MEETING
S.3.2 AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management Against
THE PASSING OF THE RESOLUTIONS S. 3.1, S.3.3 AND S.3.4, TO DETERMINE
THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS AND THE RELEVANT
MATTERS IN ACCORDANCE WITH THE NEED OF THE COMPANY AND THE MARKET
CONDITIONS, INCLUDING THE AMOUNT OF CONVERTIBLE BONDS AND ALSO TO SIGN
ALL NECESSARY LEGAL DOCUMENTS FOR SUCH PURPOSE
S.3.3 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management Against
OF THE RESOLUTION S.3.1, S.3.2 A ND S.3.4 TO ISSUE FROM TIME TO TIME
AND IN ACCORDANCE WITH THE TERMS AND CONDI TIONS OF THE CONVERTIBLE
BONDS AND SUCH NUMBER OF NEW OVERSEAS LISTED FOREIGN SHARES AS MAY BE
REQUIRED TO BE ISSUED, PURSUANT TO THE APPLICATION FOR CONVER SION OF
THE SHARES MADE BY THE BOND HOLDERS
S.3.4 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management Against
OF THE RESOLUTION S.3.1, S.3.2 A ND S.3.3 TO INCREASE ITS SHARE
CAPITAL AND AUTHORIZE THE BOARD OF DIRECTORS TO MAKE ALL NECESSARY
AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION FOR RE FLECTING
THE CHANGES OF THE REGISTERED CAPITAL AND CAPITAL STRUCTURE OF THE CO
MPANY RESULTING FROM THE ISSUE OF THE NEW OVERSEAS LISTED FOREIGN
SHARES, PURS UANT TO THE CONVERSION OF THE CONVERTIBLE BONDS
- ------------------------------------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC CLS Meeting Date: 09/28/2004
Issuer: Y3744A105 ISIN: CN0009115410
SEDOL: 5788839, 6099671, 6441904, B01XLD7
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1.1 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management Against
OF THE RESOLUTIONS S.1.2, S.1.3 AND S.1.4 TO ISSUE OVERSEAS UP TO USD
300 MILLION IN PRINCIPAL AMOUNT OF BONDS CONVERTIBLE TO THE COMPANY S
OVERSEAS LISTED FOREIGN SHARES WITHIN 12 MONTHS FROM THE DATE OF
APPROVALS BY SPECIAL RESOLUTION PASSED AT THE COMPANY S CLASS MEETING
FOR HOLDERS OF OVERSEAS LISTED FOREIGN SHARES
S.1.2 AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management Against
THE PASSING OF THE RESOLUTIONS S. 1.1, S.1.3 AND S.1.4, TO DETERMINE
THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS AND THE RELEVANT
MATTERS IN ACCORDANCE WITH THE NEED OF THE COMPANY AND THE MARKET
CONDITIONS, INCLUDING THE AMOUNT OF CONVERTIBLE BONDS AND ALSO TO SIGN
ALL NECESSARY LEGAL DOCUMENTS FOR SUCH PURPOSE
S.1.3 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management Against
OF THE RESOLUTIONS S.1.1, S.1.2 AND S.1.4, TO ISSUE FROM TIME TO TIME
AND IN ACCORDANCE WITH THE TERMS AND CON DITIONS OF THE CONVERTIBLE
BONDS SUCH NUMBER OF NEW OVERSEAS LISTED FOREIGN SH ARES AS MAY BE
REQUIRED TO BE ISSUED, PURSUANT TO THE APPLICATION FOR CONVERSI ON OF
THE SHARES MADE BY THE BOND HOLDERS
S.1.4 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management Against
OF THE RESOLUTIONS S.1.1, S.1.2 AND S.1.3, TO INCREASE ITS SHARE
CAPITAL AND AUTHORIZE THE BOARD OF DIRECTORS TO MAKE ALL NECESSARY
AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION FOR THE PURPOSE OF
REFLECTING THE CHANGE OF THE REGISTERED CAPITAL AND CAPITAL STR UCTURE
OF THE COMPANY RESULTING FROM THE ISSUE OF THE NEW OVERSEAS LISTED
FORE IGN SHARES, PURSUANT TO THE CONVERSION OF THE CONVERTIBLE BONDS
- ------------------------------------------------------------------------------------------------------------------------------------
LONMIN PLC EGM Meeting Date: 09/29/2004
Issuer: G56350112 ISIN: GB0031192486
SEDOL: 3119248, 6432748
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE TRANSACTION TRANSACTION AS SPECIFIED Management For AND
INCLUDING THE FOLLOWING : I) THE PURCHASE BY LSA UK LIMITED, A
SUBSIDIARY OF LONMIN,
FROM THE GAZELL E PLATINUM LIMITED, A WHOLLY OWNED SUBSIDIARY OF THE
IMPALA PLATINUM HOLDINGS LIMITED, OF 4,889,924 ORDINARY SHARES OF ZAR
1 EACH IN THE CAPITAL OF THE WEST ERN PLATINUM LIMITED AND 99,610
ORDINARY SHARES OF ZAR 1 EACH IN THE CAPITAL O F THE EASTERN PLATINUM
LIMITED FOR, IN AGGREGATE, USD 522.7 MILLION ON THE TER MS AND SUBJECT
TO THE CONDITIONS OF A CONDITIONAL SALE AND PURCHASE AGREEMENT DATED
06 SEP 2004 BETWEEN LONMIN, LSA UK LIMITED, WESTERN PLATINUM LIMITED,
EASTERN PLATINUM LIMITED, IMPALA PLATINUM HOLDINGS LIMITED, GAZELLE
PLATINUM L IMITED AND IMPALA PLATINUM LIMITED; II) THE PROVISION BY
LONMIN TO VANTAGE CAP ITAL INCWALA INVESTMENTS
PROPRIETARY LIMITED VANTAGE INC. , DEMA INCWALA
IN VESTMENTS PROPRIETARY LIMITED DEMA INC.
AND ANDISA INCWALA INVESTEMENTS P ROPRIETARY
LIMITED ANDISA INC. OF LOANS IN AN AGGREGATE
AMOUNT OF ZAR EQUIV ALENT OF USD 23.4 MILLION
ON THE TERMS AND SUBJECT TO THE CONDITIONS OF
CONDIT IONAL LOAN AGREEMENTS DATED 06 SEP 2004
BETWEEN LONMIN AND EACHOF VANTAGE INC. , DEMA
INC. AND ANDISA INC. FOR THE PURPOSE OF ASSISTING
EACH OF VANTAGE INC., DEMA INC. AND ANDISA INC.,
RESPECTIVELY, TO ACQUIRE SHARES INITIALLY IN
THE C APITAL OF THE WESTERN PLATINUM LIMITED
AND THE EASTERN PLATINUM LIMITED AND SU BSEQUENTLY
IN THE CAPITAL OF INCWALA RESOURCES PROPRIETARY
LIMITED; III) THE PROVISION BY LONMIN TO IMPALA
PLATINUM LIMITED OF AN INDEMNITY DATED 06 SEP
2 004 IN AN AGGREGATE MAXIMUM AMOUNT OF THE ZAR
EQUIVALENT OF USD 95.0 MILLION I N RESPECT OF
THE OBLIGATIONS OF VANTAGE INC., DEMA INC. AND
ANDISA INC. TO IMP ALA PLATINUM LIMITED UNDER
LOAN AGREEMENTS DATED 06 SEP 2004 BETWEEN IMPALA
PL ATINUM LIMITED AND EACH OF VANTAGE INC., DEMA
INC. AND ANDISA INC.,FOR THE PUR POSE OF ASSISTING
EACH OF VANTAGE INC., DEMA INC, AND ANDISA INC.,
RESPECTIVEL Y, TO ACQUIRE SHARES INITIALLY IN
THE CAPITAL OF THE WESTERN PLATINUM LIMITED AND
THE EASTERN PLATINUM LIMITED AND SUBSEQUENTLY
IN THE CAPITAL OF INCWALA RE SOURCES PROPRIETARY
LIMITED; IV) LONMIN ENTERING INTO 3 INTERCREDITOR
AGREEM ENTS DATED 06 SEP 2004 WITH EACH OF THE
RELEVANT HDSA PARENTS AS SPECIFIED A ND THE
IMPALA PLATINUM HOLDINGS LIMITED, IMPALA PLATINUM
LIMITED AND THE LONPL ATS EMPLOYEE MASAKHANE
TRUST LEM TRUST REGULATING THE ORDER IN WHICH
THE CRE DITORS OF VANTAGE INC., AS THE CASE
MAY BE DEFAULT(S) IN RELATION TO ITS RES PECTIVE
FUNDING OBLIGATIONS; AND V) LONMIN ENTERING INTO
5 RELATIONSHIP AGREEM ENTS DATED 06 SEP 2004
WITH IMPALA PLATINUM HOLDINGS LIMITED AND AS
APPLICABLE , VANTAGE INC., DEMA INC., ANDISA
INC., MIRROR BALL INVESTMENTS 0019 PROPRIET
ARY LIMITED BAPO INC , THE LEM TRUST AND THE
INCWALA RESOURCES PROPRIETARY LIMITED, REGULATING
THE COMMITMENT OF VANTAGE INC., DEMA INC., ANDISA
INC. AN D BAPO INC. AS WELL AS THEIR RESPECTIVE
HDSA PARENTS , INCWALA RESOURCES PRO PRIETARY
LIMITED AND THE INCWALA PLATINUM PROPRIETARY
LIMITED TO MAINTAIN T HE NECESSARY BLACK ECONOMIC
EMPOWERMENT PROFILE TO QUALIFY AS AN HDSA CONTROLL ED COMPANY OR
ENTITY AS SPECIFIED , AND AUTHORIZE THE DIRECTORS OF LONMIN OR A DULY
AUTHORIZED COMMITTEE THEREOF TO CONCLUDE AND IMPLEMENT THE TRANSACTION
INCLUDING SUCH AGREEMENTS AND PROVIDED THAT SUCH AMENDMENTS,
VARIATIONS OR WA IVERS ARE NOT OF A MATERIAL NATURE TO AGREE SUCH
AMENDMENTS AND VARIATIONS TO AND WAIVERS OF ANY OF THE TERMS AND
CONDITIONS OF SUCH AGREEMENTS AS MAY BE N ECESSARY OR DESIRABLE IN
CONNECTION WITH OR RELATING TO THE IMPLEMENTATION OF THE TRANSACTION
- ------------------------------------------------------------------------------------------------------------------------------------
OIL & NATURAL GAS CORPORATION LTD AGM Meeting Date: 09/29/2004
Issuer: Y64606117 ISIN: INE213A01011
SEDOL: 6139362
- ------------------------------------------------------------------------------------------------------------------------------------
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 AND PROFIT AND L OSS ACCOUNT FOR
THE YE ON 31 MAR 2004 AND RECEIVE THE REPORTS
OF THE BOARD OF DIRECTORS AND AUDITORS THEREON
ALONGWITH REVIEW OF COMPTROLLER & AUDITOR GENER
AL OF INDIA
2. APPROVE TO CONFIRM THE INTERIM DIVIDEND AND DECLARE Management For
FINAL DIVIDEND
3. RE-APPOINT SHRI U. SUNDARARAJAN AS A DIRECTOR, Management For WHO
RETIRES BY ROTATION
4. RE-APPOINT SHRI RAJESH V. SHAH AS A DIRECTOR, Management For WHO
RETIRES BY ROTATION
5. RE-APPOINT SHRI M.M. CHITALE AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
6. RE-APPOINT SHRI Y.B. SINHA AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
7. RE-APPOINT DR. A.K. BALYAN AS A DIRECTOR, WHO Management For RETIRES
BY ROTATION
8. APPROVE TO FIX THE REMUNERATION OF THE AUDITORS Management For
S.9 APPROVE THAT, PURSUANT TO THE PROVISIONS OF THE Management For
COMPANIES ACT, 1956 INCLUDING ANY STATUTORY
MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE
TIME BEING IN F ORCE AND AS MAY BE ENACTED HEREINAFTER
AND THE SECURITIES AND EXCHANGE BOARD OF INDIA
DELISTING OF SECURITIES GUIDELINES, 2003 AND
SUBJECT TO SUCH APPROV ALS, PERMISSIONS AND SANCTIONS OF SECURITIES
AND EXCHANGE BOARD OF INDIA/STOCK EXCHANGE AS MAY BE NECESSARY AND
SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED OR
IMPOSED WHILE GRANTING SUCH APPROVALS, PERMISSIONS AN D SANCTIONS,
WHICH MAY BE AGREED TO, BY THE BOARD OF DIRECTORS OF THE COMPANY
HEREINAFTER REFERRED TO AS THE BOARD WHICH SHALL INCLUDE ANY COMMITTEE
THEREO F FOR THE TIME BEING EXERCISING THE POWERS CONFERRED UPON THE
BOARD BY THIS RE SOLUTION , THE CONSENT OF THE COMPANY BE ACCORDED TO
DELIST ITS EQUITY SHARES FROM THE DELHI STOCK EXCHANGE ASSOCIATION
LTD; AND AUTHORIZE THE BOARD OF DIRE CTORS OR ANY COMMITTEE
THEREOF/PERSON(S) AUTHORIZED BY THE BOARD TO SETTLE ALL QUESTIONS,
DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD AND TO DO ALL
SUCH ACTS, DEEDS AND THINGS AS MAY BE NECESSARY, EXPEDIENT AND
DESIRABLE FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION
S.10 AMEND, PURSUANT TO THE PROVISIONS OF SECTION Management Against
31 AND OTHER APPLICABLE PROVISION S OF THE COMPANIES
ACT 1956, THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPA NY BY
AMENDING: ARTICLE 1, 17A, 57, 60, 62, 87(1), 87, 123, 124, 144, 49A,
104 (1); AND AUTHORIZE THE BOARD OF DIRECTORS OR ANY COMMITTEE
THEREOF/PERSONS(S) AUTHORIZE BY THE BOARD TO DO ALL SUCH ACTS, DEEDS
AND THINGS AS MAY BE NECESSA RY, EXPEDIENT AND DESIRABLE FOR THE
PURPOSE OF GIVING EFFECT TO THIS RESOLUTIO N
S.11 APPROVE THAT, PURSUANT TO THE PROVISIONS OF SECTION Management For
163 AND OTHER APPLICABLE P ROVISIONS, IF ANY,
OF THE COMPANIES ACT 1956, THE REGISTER OF MEMBERS AND INDE X OF
MEMBERS, IN RESPECT OF SHARES/SECURITIES ISSUED BY THE COMPANY AND THE
CO PIES OF ALL ANNUAL RETURNS, PREPARED UNDER SECTION 159 AND 180,
TOGETHER WITH THE COPIES OF CERTIFICATES AND DOCUMENTS REQUIRED TO BE
ANNEXED THERETO UNDER SECTION 160 AND 181, BE KEPT AT THE OFFICE OF
REGISTRAR & SHARE TRANSFER AGENT OF THE COMPANY VIZ. MCS LIMITED,
SRIVENKATESH BHAWAN, NEW DELHI OR AT ANY OTH ER PLACE OF OFFICE, OF
THE EXISTING REGISTRAR & SHARE TRANSFER AGENT, OR OF AN Y OTHER
REGISTRAR AND SHARE TRANSFER AGENT, AS MAY BE APPOINTED BY THE BOARD O
F DIRECTORS FROM TIME TO TIME, IN NEW DELHI
- ------------------------------------------------------------------------------------------------------------------------------------
ELEC & ELTEK INTERNATIONAL CO LTD AGM Meeting Date: 10/05/2004
Issuer: Y22705100 ISIN: SG1B09007736
SEDOL: 5896129, 6298188
- ------------------------------------------------------------------------------------------------------------------------------------
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 FYE
ON 30 JUN 2004 WITH THE AUDITORS REPORT THEREON
2. DECLARE A ONE-TIER TAX-EXEMPT FINAL DIVIDEND Management For OF 7.5% OR
6.0 SINGAPORE CENTS PE R SHARE AND
A ONE-TIER TAX-EXEMPT FINAL SPECIAL DIVIDEND
OF 15.0% OR 12.0 SING APORE CENTS PER SHARE FOR
THE FYE 30 JUN 2004
3. RE-ELECT MR. DAVID SO CHEUNG SING AS A DIRECTOR Management For OF THE
COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH ARTICLE 95(2) AND 95(4) OF THE COMPANY S
ARTICLES OF ASSOCIATION THE ARTICLES
4. RE-ELECT MR. WILSON TAM KAM HO AS A DIRECTOR Management For OF THE
COMPANY, WHO RETIRES BY RO TATION IN ACCORDANCE
WITH ARTICLES 95(2) AND 95(4) OF THE ARTICLES
5. RE-ELECT MR. JOHNNY NG HO KIN AS A DIRECTOR OF Management For THE
COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE
WITH ARTICLES 95(2) AND 95(4) OF THE ARTICLES
6. RE-ELECT MS. CLAUDIA HENG NGUAN LENG AS A DIRECTOR Management For OF
THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH ARTICLES 95(2) AND 95(4) OF THE ARTICLES
7. RE-ELECT MR. AU ENG KOK AS A DIRECTOR OF THE Management For COMPANY
UNTIL THE CONCLUSION OF T HE NEXT AGM
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
SECTION 153(6) OF T HE COMPANIES ACT, CHAPTER
50 THE ACT
8. APPROVE THE DIRECTORS FEES FOR THE NEXT FYE Management For 30 JUN 2005
9. RE-APPOINT ERNST & YOUNG AS THE AUDITORS OF THE Management For COMPANY
AND AUTHORIZE THE DIRE CTORS TO FIX THEIR
REMUNERATION
10.1 AUTHORIZE THE DIRECTORS OR COMMITTEE OF THE DIRECTORS Management Against
OF THE COMPANY TO ALLOT AND ISSUE FROM TIME TO
TIME SUCH NUMBER OF NEW ORDINARY SHARES OF SGD 0.80 EAC H IN THE
CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO TH
E EXERCISE OF SHARE OPTIONS GRANTED UNDER THE SCHEMES IN ACCORDANCE
WITH THE P ROVISIONS OF THE SCHEMES
AS THE CASE MAY BE : PROVIDED ALWAYS THAT THE AGGREG ATE NUMBER OF
NEW ORDINARY SHARES TO BE ISSUED PURSUANT TO THE 1999 SCHEME AND THE
2002 SCHEME SHALL NOT EXCEED 15% AND 15% AS THE CASE MAY BE
RESPECTIVEL Y OF THE ISSUED SHARE CAPITAL OF THE COMPANY FOR THE TIME
BEING
10.2 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE ACT, AND RULE 806 OF T HE LISTING
MANUAL OF SINGAPORE EXCHANGE SECURITIES TRADING LIMITED, TO ALLOT A ND
ISSUE SHARES AND CONVERTIBLE SECURITIES IN THE COMPANY BY WAY OF
RIGHTS, B ONUS OR OTHERWISE , AT ANY TIME AND UPON SUCH TERMS AND
CONDITIONS AND FOR SUC H PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETI ON DEEM FIT, PROVIDED THAT: A) THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED PUR SUANT TO THIS RESOLUTION
DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF TH E COMPANY
AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (B), OF WHICH THE AG
GREGATE NUMBER OF SHARES AND CONVERTIBLE SECURITIES TO BE ISSUED OTHER
THAN ON A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY THE
SHAREHOLDERS DOES NOT E XCEED 20% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY; AND B) FOR THE PURPOSE O F DETERMINING THE AGGREGATE NUMBER
OF SHARES THAT MAY BE ISSUED UNDER SUB-PARA GRAPH (A), THE PERCENTAGE
OF ISSUED SHARE CAPITAL IS BASED ON THE ISSUED SHARE CAPITAL OF THE
COMPANY AS AT THE DATE OF PASSING OF THIS RESOLUTION AFTER ADJ USTING
FOR NEW SHARES ARISING FROM CONVERSION OR EXERCISE OF CONVERTIBLE
SECUR ITIES, NEW SHARE ARISING FROM EXERCISING SHARE OPTIONS OR
VESTING OF SHARES AW ARDS OUTSTANDING OR SUBSISTING AS AT THE DATE OF
THE PASSING OF THIS RESOLUTIO N AND ANY SUBSEQUENT CONSOLIDATION OR
SUBDIVISIONS OF SHARES; AUTHORITY EXPIR ES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OR THE DATE OF THE NEXT AGM A S REQUIRED BY
LAW
- ------------------------------------------------------------------------------------------------------------------------------------
ELEC & ELTEK INTERNATIONAL CO LTD EGM Meeting Date: 10/05/2004
Issuer: Y22705100 ISIN: SG1B09007736
SEDOL: 5896129, 6298188
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For 76C AND
76E OF THE COMPANIES ACT , CHAPTER 50,
TO PURCHASE OR ACQUIRE ISSUED AND FULLY PAID ORDINARY SHARES OF SGD
0.80 EACH IN THE CAPITAL OF THE COMPANY, THROUGH MARKET PURCHASES ON
THE S GX-ST, AND/OR OFF-MARKET PURCHASES IN ACCORDANCE WITH ANY EQUAL
ACCESS SCHEMES , NOT EXCEEDING IN AGGREGATE 10% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE C OMPANY, AT A PRICE OF 105% OF THE AVERAGE
CLOSING MARKET PRICES OF THE SHARES ON THE SGX-ST ON THE PREVIOUS 5
TRADING DAYS IN THE CASE OF ON-MARKET PURCHASE S AND 105% OF THE
AVERAGE CLOSING PRICES OF THE SHARES ON THE SGX-ST ON EACH O F THE 5
CONSECUTIVE TRADING DAYS IN THE CASE OF BOTH OFF-MARKET AND ON-MARKET
PURCHASES, AND AUTHORIZE THE DIRECTORS AND/OR ANY OF THEM TO DO ALL
SUCH ACTS AND THINGS DEEMED NECESSARY TO GIVE EFFECT TO THE
TRANSACTIONS CONTEMPLATED AN D/OR AUTHORIZED BY THIS RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM
OF THE COMPANY OR THE DATE OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY THE LAW
- ------------------------------------------------------------------------------------------------------------------------------------
OPEN JOINT STOCK CO VIMPEL-COMMUNICA VIP Special Meeting Date: 10/08/2004
Issuer: 68370R ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AMENDMENT TO THE CHARTER OF VIMPELCOM. Management For No
- ------------------------------------------------------------------------------------------------------------------------------------
IMPALA PLATINUM HLDGS LTD AGM Meeting Date: 10/29/2004
Issuer: S37840105 ISIN: ZAE000003554
SEDOL: 0458063, 4460064, 6457804
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For FOR THE YE
30 JUN 2004
2.1 APPOINT MR. R.S.N. DABENGA AS A DIRECTOR Management For
2.2 APPOINT MR. L.C. VAN VUGHT AS A DIRECTOR Management For
2.3 APPOINT DR. F.J.P. ROUX AS A DIRECTOR Management For
2.4 APPOINT DR. K. MOKHELE AS A DIRECTOR Management For
2.5 APPOINT MS. N.D.B. ORLEYN AS A DIRECTOR Management For
3.1 RE-ELECT MR. J.V. ROBERTS AS A DIRECTOR Management For
3.2 RE-ELECT MR. J.M. MCMAHON AS A DIRECTOR Management For
3.3 RE-ELECT MS. C.E. MARCUS AS A DIRECTOR Management For
4. APPROVE THE REMUNERATION OF THE DIRECTORS Management For
5. APPROVE TO PLACE THE AUTHORIZED BUT UNISSUED Management For SHARES
UNDER THE CONTROL OF THE D IRECTORS
6. ALLOT AND ISSUE THE UNISSUED ORDINARY SHARES Management For FOR CASH
7. AUTHORIZE THE COMPANY TO BUY BACK SHARES Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK EGM Meeting Date: 10/29/2004
Issuer: Y4822W100 ISIN: KR7060000007
SEDOL: 6419365
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECT A REGULAR DIRECTOR Management
2. ELECT THE AUDITOR S COMMITTEE MEMBER WHO IS NOT Management AN EXTERNAL
DIRECTOR
3. APPROVE THE ALLOWANCE OF STOCK OPTIONS Management
- ------------------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK EGM Meeting Date: 10/29/2004
Issuer: Y4822W100 ISIN: KR7060000007
SEDOL: 6419365
- ------------------------------------------------------------------------------------------------------------------------------------
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 201659 DUE TO DELETION OF A 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 MR. JUNG WON KANG AS AN EXECUTIVE DIRECTOR Management For
2. APPROVE THE STOCK OPTION FOR THE STAFF: 5,000 Management For SHARES TO
THE OUTSIDE DIRECTOR M R. DONG SU JUNG,
5,000 SHARES TO MR. MUN YOUL CHOI, 5,000 SHARES
TO MR. WANG H A JO, 5,000 SHARES TO MR. YOUNG
SUN JUN AND 10,000 SHARES TO THE VICE CHAIRMAN
, MR. JUNG YOUNG KANG
- ------------------------------------------------------------------------------------------------------------------------------------
GAZPROM OAO, MOSCOW EGM Meeting Date: 11/16/2004
Issuer: 368287207 ISIN: US3682872078
SEDOL: 2016629, 5140989, 5259528
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO EXCLUDE THE SECTION 43.3 - 43.7 FROM Management Against THE
CHARTER OF OAO GAZPROM AND AMEND THE SECTION
43.2 OF THE CHARTER OF OAO GAZPROM: 43.2 THE
SHAREHOLDERS OF THE COMPANY ARE EXEMPTED FROM
THE OBLIGATION PROVIDED FOR UNDER SECTION 2 O
F ARTICLE 80 OF THE FEDERAL LAW ON JOINT STOCK
COMPANIES
- ------------------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LIMITED GFI Annual Meeting Date: 11/16/2004
Issuer: 38059T ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O1 ORDINARY RESOLUTION NUMBER 1 ADOPTION OF FINANCIAL Management For
STATEMENTS
O2 ORDINARY RESOLUTION NUMBER 2 RE-ELECTION OF MR Management For
K ANSAH AS A DIRECTOR
O3 ORDINARY RESOLUTION NUMBER 3 RE-ELECTION OF MR Management For
G R PARKER AS A DIRECTOR
O4 ORDINARY RESOLUTION NUMBER 4 RE-ELECTION OF MR Management For
T M G SEXWALE AS A DIRECTOR
O5 ORDINARY RESOLUTION NUMBER 5 RE-ELECTION OF MR Management For
C M T THOMPSON AS A DIRECTOR
O6 ORDINARY RESOLUTION NUMBER 6 RE-ELECTION OF DR Management For
P J RYAN AS A DIRECTOR
O7 ORDINARY RESOLUTION NUMBER 7 PLACEMENT OF SHARES Management For
UNDER THE CONTROL OF THE DIRECTORS
O8 ORDINARY RESOLUTION NUMBER 8 ISSUING SHARES FOR Management For
CASH
O9 ORDINARY RESOLUTION NUMBER 9 INCREASE OF DIRECTORS Management For
FEES
O10 ORDINARY RESOLUTION NUMBER 10 SPECIAL RETAINER Management For
FOR CURRENT CHAIRMAN OF THE BOARD
S1 SPECIAL RESOLUTION NUMBER 1 ACQUISITION OF COMPANY Management For
S OWN SHARES
S2 SPECIAL RESOLUTION NUMBER 2 AMENDMENT OF COMPANY Management For
S ARTICLES OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD AGM Meeting Date: 11/16/2004
Issuer: S31755101 ISIN: ZAE000018123
SEDOL: 0298377, 4281221, 5734177, 6280215, 7514861
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE AND ADOPT THE CONSOLIDATED AUDITED ANNUAL Management For
FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES,
INCORPORATING THE AUDITORS AND THE DIRECTORS
R EPORTS FOR THE YE 30 JUN 2004
O.2 RE-ELECT MR. K. ANSAH AS A DIRECTOR OF THE COMPANY, Management For
WHO RETIRES IN TERMS OF TH E ARTICLES OF ASSOCIATION
O.3 RE-ELECT MR. G.R. PARKER AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN TERMS OF THE ARTICLES
OF ASSOCIATION
O.4 RE-ELECT MR. T.M.G. SEXWALE AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES IN TERMS OF THE ARTICLES
OF ASSOCIATION
O.5 RE-ELECT MR. C.M.T. THOMPSON AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES IN TERM S OF THE ARTICLES
OF ASSOCIATION
O.6 RE-ELECT MR. P.J. RYAN AS A DIRECTOR OF THE COMPANY, Management For
WHO RETIRES IN TERMS OF T HE ARTICLES OF ASSOCIATION
O.7 APPROVE THAT THE ENTIRE AUTHORIZED BUT UNISSUED Management For
SHARE CAPITAL OF THE COMPANY B E PLACED UNDER
THE CONTROL OF THE DIRECTORS OF THE COMPANY,
AFTER SETTING ASID E SO MANY SHARES AS MAY BE REQUIRED TO BE ALLOTTED
AND ISSUED BY THE COMPANY I N TERMS OF THE GF MANAGEMENT INCENTIVE
SCHEME AND THE GF NON-EXECUTIVE DIRECTO R SHARE PLAN, UNTIL THE NEXT
AGM WITH THE AUTHORITY OF ALLOT AND ISSUE ALL OR PART THEREOF IN THEIR
DISCRETION, SUBJECT TO SECTION 221 AND 222 OF THE COMPAN IES ACT, 61
OR 1973, AS AMENDED AND THE LISTING REQUIREMENTS OF THE JSE SECURI
TIES EXCHANGE SOUTH AFRICA
O.8 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO THE ARTICLES OF ASSOCIATIO N OF THE COMPANY,
SUBJECT TO THE LISTING REQUIREMENTS OF THE JSE SECURITIES EX CHANGE
SOUTH AFRICA JSE AND SUBJECT TO THE COMPANIES ACT, 61 OF 1973, AS AME
NDED, TO ALLOT AND ISSUE TO PUBLIC SHAREHOLDERS AND NOT TO RELATED
PARTIES ORD INARY SHARES FOR CASH, NOT EXCEEDING IN AGGREGATE IN ANY
ONE FY, 15% OF THE CO MPANY S ISSUED ORDINARY SHARES, THE NUMBER OF
ORDINARY SHARES WHICH MAY BE ISS UED FOR CASH SHALL BASED ON THE
NUMBER OF ORDINARY SHARES IN ISSUE AT THE DATE OF THE APPLICATION,
LESS ANY ORDINARY SHARES ISSUED BY THE COMPANY DURING THE CURRENT FY,
PROVIDED THAT ANY ORDINARY SHARES TO BE ISSUED FOR CASH PURSUANT TO A
RIGHTS ISSUE ANNOUNCED AND IRREVOCABLE AND UNDERWRITTEN
OR ACQUISITION CONCLUDED UP TO THE DATE OF APPLICATION
MAY BE INCLUDED AS THOUGH THEY WERE SHARES IN
ISSUE AT THE DATE OF APPLICATION, AT THE MAXIMUM DISCOUNT OF 10% OF
THE WEIGHTED AVERAGE TRADED PRICE ON THE JSE OF SUCH SHARES OVER THE
30 PREVIO US DAYS OF THE DATE THAT THE PRICE OF THE ISSUE IS
DETERMINED OR AGREED BY THE DIRECTORS OF THE COMPANY; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OR 1 5 MONTHS FROM THE DATE OF
THIS AGM ; A PRESS ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE
IMPACT ON NET ASSET VALUE AND EARNINGS PER SHARE, WILL BE PUBLI SHED
AT THE TIME OF ANY ISSUE REPRESENTING, ON A CUMULATIVE BASIS WITHIN
ONE F Y, 5% OR MORE OF THE NUMBER OF SHARES IN ISSUE PRIOR TO THE
ISSUE
O.9 APPROVE THE REMUNERATION PAYABLE TO THE DIRECTORS Management For
OF THE COMPANY WITH EFFECT F ROM 01 JAN 2005
AS FOLLOWS: ANNUAL RETAINER FOR: THE CHAIRMAN
OF THE BOARD ZAR 1,000000; AND EACH CHAIRMAN
OF THE RESPECTIVE BOARD COMMITTEES ZAR 80,000;
AN NUAL RETAINER FOR EACH OF THE OTHER MEMBERS
EXCLUDING THE CHAIRMAN OF THE BOA RD OF THE
BOARD: ZAR 100,000; THE NOMINATING AND GOVERNANCE
COMMITTEE, THE CO MPENSATION COMMITTEE AND THE
HEALTH, SAFETY AND ENVIRONMENTAL COMMITTEE: ZAR
4 0,000; AND THE AUDIT COMMITTEE: ZAR 56,000;
MEETING ATTENDANCE FEES PAYABLE TO THE DIRECTORS
EXCLUDING THE CHAIRMAN OF THE BOARD FOR ATTENDING:
BOARD MEET INGS ZAR 8,125 PER MEETING; AND BOARD
COMMITTEE MEETINGS ZAR 4,875 PER MEETING ; AND
TRAVEL ALLOWANCE PAYABLE TO THE DIRECTORS USD
4,000 PER INTERNATIONAL TR IP REQUIRED
O.10 APPROVE TO PAY A COMPOSITE RETAINER OF ZAR 1,167,000 Management For
TO MR. CMT THOMPSON FOR T HE PERIOD FROM 01 MAR
2004 TO 31 DEC 2004
S.1 AUTHORIZE THE DIRECTORS TO APPROVE THE REPURCHASE Management For
BY THE COMPANY OF ITS OWN SH ARES AND ANY OF
THE COMPANY S SUBSIDIARIES ACQUIRING SHARES IN THE COMPANY OR ANY
HOLDING COMPANY OF THE COMPANY, AND THE PURCHASE OF SHARES BY THE
COMPANY IN ANY HOLDING COMPANY OF THE COMPANY, NOT EXCEEDING IN
AGGREGATE IN ANY ONE F Y, 20% OF THE RELEVANT COMPANY S ISSUED SHARE
CAPITAL OF THAT CLASS IN ONE FY, AT THE PRICE NOT EXCEEDING 10% OF THE
WEIGHTED AVERAGE MARKET VALUE FOR THE S ECURITIES FOR THE 5 PREVIOUS
DAYS OF THE DATE ON WHICH THE TRANSACTION IS EFFE CTED; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OR 15 MONTHS FROM THE DAT E OF
THIS AGM
S.2 APPROVE TO DELETE ARTICLE 33 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY AND REPLACE IT
WITH NEW ARTICLE
- ------------------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM OGZPF Special Meeting Date: 11/16/2004
Issuer: 368287 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO EXCLUDE SECTIONS 43.3.-43.7. FROM THE CHARTER Management Against
OF OAO GAZPROM. TO AMEND SECTION 43.2. OF THE
CHARTER OF OAO GAZPROM TO READ AS FOLLOWS: 43.2 THE SHAREHOLDERS OF
THE COMPANY ARE EXEMPTED FROM THE OBLIGATION PROVIDED FOR UNDER
SECTION 2 OF ARTICLE 80 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES.
- ------------------------------------------------------------------------------------------------------------------------------------
JSC MMC NORILSK NICKEL EGM Meeting Date: 11/23/2004
Issuer: 46626D ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 Dividends on the JSC MMC Norilsk Nickel shares Management For No
payable upon the company 's operating results
for 9 months of 2004.
- ------------------------------------------------------------------------------------------------------------------------------------
MINING AND METALLURGICAL COMPANY NORILSK NICKEL JSC, TAIMIRSKY REGION EGM Meeting Date: 11/23/2004
Issuer: 46626D108 ISIN: US46626D1081
SEDOL: 2768243, 7152443
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DIVIDENDS ON THE JSC MMC NORILSK Management For NICKEL
SHARES PAYABLE UPON THE CO MPANY S OPERATING
RESULT FOR 9 MONTHS OF 2004
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA SOUTHERN AIRLINES CO LTD EGM Meeting Date: 11/29/2004
Issuer: Y1503W102 ISIN: CN0009084145
SEDOL: 5633177, 6013693, B01XKS5
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
a. APPROVE THE RESIGNATION OF MR. YAN ZHI QING AS Management For A
DIRECTOR OF THE COMPANY
b. ELECT MR. LIU SHAO YONG AS A DIRECTOR OF THE Management For BOARD OF
THE COMPANY, IN ACCORDAN CE WITH THE
ARTICLES OF ASSOCIATION OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
STEINHOFF INTERNATIONAL HOLDINGS LTD AGM Meeting Date: 11/29/2004
Issuer: S81589103 ISIN: ZAE000016176
SEDOL: 6127936
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ANNUAL FINANCIAL STATEMENTS Management For FOR
THE YE 30 JUN 2004, TOGE THER WITH THE REPORT
OF THE DIRECTORS AND THE AUDITORS THEREON
2.1.1 RE-ELECT MR. C.E. DAUN AS A DIRECTOR, IN TERMS Management For
OF THE ARTICLE 50.1
2.1.2 RE-ELECT MR. K.J. GROVE AS A DIRECTOR, IN TERMS Management For
OF THE ARTICLE 50.1
2.1.3 RE-ELECT MR. F.A. SONN AS A DIRECTOR, IN TERMS Management For
OF THE ARTICLE 50.1
2.1.4 RE-ELECT MR. D. KONAR AS A DIRECTOR, IN TERMS Management For
OF THE ARTICLE 50.1
2.2 APPOINT MR. R.H. WALKER AS A EXECUTIVE DIRECTOR Management For
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
2.3.1 RATIFY THE AGGREGATE SUM OF THE DIRECTORS REMUNERATION Management For
IN RESPECT OF THE FYE 30 JUN 2004 AS SPECIFIED
2.3.2 RE-APPOINT MESSRS DELOITTE & TOUCHE OF PRETORIA Management For
AS THE AUDITORS OF THE COMPANY IN TERMS OF THE
SECTION 270 OF THE ACT
3.O.1 APPROVE THAT 261,834,912 ORDINARY SHARES OF 0.5 Management For
CENTS EACH IN THE AUTHORIZED B UT UNISSUED SHARE
CAPITAL OF THE COMPANY BE PLACED UNDER THE CONTROL OF THE DI RECTORS
OF THE COMPANY, AS A GENERAL AUTHORITY IN TERMS OF SECTION 221(2) OF T
HE ACT, BUT SUBJECT TO THE RULES AND REQUIREMENTS OF THE JSE
SECURITIES EXCHAN GE SOUTH AFRICA
JSE , TO ALLOT AND ISSUE SUCH SHARES TO SUCH
PERSON(S) AND ON SUCH TERMS AND CONDITIONS AS
THE DIRECTORS MAY DETERMINE
4.O.2 AUTHORIZE THE DIRECTORS, SUBJECT TO THE LISTING Management For
REQUIREMENTS OF THE JSE, TO IS SUE SHARES FOR
CASH, TO ISSUE 56,000,000 56 MILLION ORDINARY SHARES IN THE C APITAL
OF THE COMPANY FOR CASH IN ACCORDANCE WITH THE REQUIREMENTS AS
SPECIFIE D IN PARAGRAPH 5.52 OF THE LISTING REQUIREMENTS OF THE JSE
AS: 1) THE RELEVANT SECURITIES TO BE ISSUED UNDER SUCH AUTHORITY MUST
BE OF A CLASS ALREADY IN IS SUE; 2) THE SECURITIES MUST BE ISSUED TO
PUBLIC SHAREHOLDERS AS SPECIFIED IN T HE JSE S LISTING REQUIREMENTS
AND NOT TO RELATED PARTIES; 3) ISSUES FOR CASH M AY NOT EXCEED IN
AGGREGATE IN ANY ONE FY, 15% OF THE ISSUED NUMBER OF SECURITI ES IN
ISSUE AT THE MAXIMUM PERMITTED DISCOUNT OF 10% OF THE AVERAGE CLOSING
PR ICE OF SUCH SHARES OVER THE 30 BUSINESS DAYS PRECEDING THE DATE ON
WHICH THE P RICE OF THE ISSUE IS DETERMINED OR AGREED BY THE
DIRECTORS; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OR 15 MONTHS
FROM THE DATE OF THIS AGM ; A PRESS ANNOUNCEMENT GIVING FULL DETAILS,
INCLUDING THE IMPACT ON NET ASSET VALUE AND EARNINGS PER SHARE, WILL
BE PUBLISHED AT THE TIME OF ANY ISSUE REPRESENTING, O N A CUMULATIVE
BASIS WITHIN ONE FY, 5% OR MORE OF THE NUMBER OF SHARES IN ISSU E
PRIOR TO THE ISSUE/S
5.O.3 APPROVE, SUBJECT AND IN ACCORDANCE WITH THE REQUIREMENTS Management For
OF THE JSE, THE COMPA NY PLACES AND RESERVES
103,469,553 UNISSUED ORDINARY SHARES IN THE COMPANY
WH ICH NUMBER CONSTITUTES LESS THAN 10% OF THE
COMPANY S ISSUED SHARE CAPITAL AT THE DISPOSAL
OF THE DIRECTORS FOR THE CONTINUED IMPLEMENTATION
OF THE STEINHO FF INTERNATIONAL INCENTIVE SCHEMES
6.S.1 AUTHORIZE THE BOARD OF DIRECTORS OR ANY OF ITS Management For
SUBSIDIARIES, SUBJECT TO THE PA RAGRAPHS 5.72,
5.73 AND 5.74 OF THE LISTING REQUIREMENTS OF THE JSE, TO PURCHA SE ITS
OWN SHARES BY THE COMPANY, NOT EXCEEDING IN AGGREGATE 20% OF THE
COMPAN Y S ISSUED SHARE CAPITAL IN ANY 1 FY, AT A PRICE OF NO MORE
THAN 10% ABOVE THE WEIGHTED AVERAGE MARKET PRICE OF SUCH SHARES OVER
THE PREVIOUS 5 BUSINESS DAY S, SUBJECT TO THE PROVISIONS OF THE ACT
AND THE REQUIREMENTS OF THE JSE; AUTH ORITY EXPIRES THE EARLIER OF THE
COMPANY S NEXT AGM OR 15 MONTHS ; THE REPURCH ASE OF SECURITIES BEING
IMPLEMENTED THROUGH THE ORDER BOOK OPERATED BY THE JSE TRADING SYSTEM
OPEN MARKET AND WITHOUT ANY PRIOR UNDERSTANDING OR ARRANGEME NT WITH
ANY COUNTERPARTY
7.O.4 AUTHORIZE THE BOARD OF DIRECTORS, IN TERMS OF Management For
ARTICLE 26.2 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO CREATE
AND ISSUE CONVERTIBLE DEBENTURES, DEBENT URE STOCK, BONDS OR OTHER
CONVERTIBLE INSTRUMENTS IN THE CAPITAL OF THE COMPAN Y, SUBJECT TO
SUCH CONVERSION AND OTHER TERMS AND CONDITIONS AS IT MAY DETERMI NE IN
ITS SOLE AND ABSOLUTE DISCRETION BUT SUBJECT FURTHER AT ALL TIMES TO
THE RULES AND REQUIREMENTS OF THE JSE
* AUTHORIZE, SUBJECT TO THE PASSING OF SPECIAL Non-Voting Non-Vote Proposal
RESOLUTIONS NUMBERS 1, 2 AND 3 AN D ORDINARY RESOLUTIONS NUMBERS 1, 2
AND 3 OF THE AGM, ANY DIRECTOR OR SECRETAR Y OF THE COMPANY, TO TAKE
ALL SUCH STEPS AND SIGN ALL SUCH DOCUMENTS AND TO DO ALL SUCH ACTS,
MATTERS AND THINGS FOR AND ON BEHALF OF THE COMPANY AS MAY BE
NECESSARY TO GIVE EFFECT TO THE SPECIAL AND ORDINARY RESOLUTIONS
PASSED AT THI S GENERAL AUTHORITY
- ------------------------------------------------------------------------------------------------------------------------------------
BEZEQ THE ISRAEL TELECOMMUNICATION CORP LTD AGM Meeting Date: 12/07/2004
Issuer: M2012Q100 ISIN: IL0002300114
SEDOL: 5793628, 6098032, B01ZLB1
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS AND THE DIRECTORS Management For
REPORT FOR THE YEAR 2003
2. APPOINT THE AUDITORS FOR THE YEAR 2004; WITH Management For REGARD TO
THE REMUNERATION OF THE AUDITORS, THE
COMPANY WILL ACT IN ACCORDANCE WITH THE DIRECTIVES
FROM TIME TO TIME PUBLISHED BY THE GOVERNMENT
COMPANIES AUTHORITY
3. ELECT THE DIRECTORS; IN ACCORDANCE WITH THE ARTICLES Management For OF
ASSOCIATION OF THE COM PANY, CANDIDATES MAY BE NOMINATED UP TO 48
HOURS PRIOR TO THE MEETING,
AND A 6 0% MAJORITY IS REQUIRED
4. APPROVE THE REMUNERATION OF THE NON-EXTERNAL Management For DIRECTORS
IN ACCORDANCE WITH THE COMPANIES RULES
FOR REMUNERATION AND EXPENSES OF EXTERNAL DIRECTORS
IN GOVERN MENT CORPORATIONS) REGULATIONS 1994
5. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management Against
RELATING TO THE APPOINTMENT O F A REPRESENTATIVE OF THE EMPLOYEES AS A
DIRECTOR OF THE COMPANY,
IN SUCH MANN ER THAT REVOKES THE LIMITATION TO
AN AGGREGATE OF 5 YEARS OF THE PERIOD OF OFF
ICE OF SUCH REPRESENTATIVE DIRECTOR
6. APPROVE THE FRAME OF BONUSES PAID TO EMPLOYEES Management For WHO
PARTICIPATED IN THE PREPARA TION OF THE MAR
2004 PROSPECTUS, OF THE PAYMENT TO THE CHAIRMAN
OF THE BOARD O F A BONUS EQUAL TO 2 MONTHLY SALARIES
APPROXIMATELY NIS 90,000
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANIA ANONIMA NAC. TEL. DE VENEZU VNT Special Meeting Date: 12/07/2004
Issuer: 204421 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL Management For No
OF THE PAYMENT OF A DIVIDEND FOR 2004 OF BS.
120 PER SHARE AND BS. 840 PER ADS REPRESENTING
US$0.4375 PER ADS (CONVENIENCE US$ CONVERSION
AT THE CURRENT OFFICAL EXCHANGE RATE OF BS. 1,920
PER US$) TO BE PAID ON DECEMBER 22, 2004, TO
SHAREHOLDERS OF RECORD AS OF DECEMBER 15, 2004,
IN THE AGGREGATE AMOUNT OF BS. 94.5 BILLION.
- ------------------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LIMITED GFI Special Meeting Date: 12/07/2004
Issuer: 38059T ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 ORDINARY RESOLUTION NUMBER 1: (REGARDING TRANSFER Management For No
OF ACQUIRED INTERESTS TO THE IAMGOLD GROUP)
02 ORDINARY RESOLUTION NUMBER 2: (AUTHORISING GOLD Management For No
FIELDS BOARD OF DIRECTORS TO PERFORM NECESSARY
ACTS TO GIVE EFFECT TO RESOLUTION NUMBER 1)
- ------------------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD EGM Meeting Date: 12/07/2004
Issuer: S31755101 ISIN: ZAE000018123
SEDOL: 0298377, 4281221, 5734177, 6280215, 7514861
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RESOLVED THAT THE TRANSFER TO THE IAMGOLD GROUP Management For
OF THE ACQUIRED INTERESTS, REP RESENTING ALL OF GOLD FIELDS
SUBSIDIARIES ASSETS LOCATED OUTSIDE THE SOUTHERN AFRICAN DEVELOPMENT
COMMUNITY, IN TERMS OF THE TRANSACTION, DETAILS OF WHICH ARE REFLECTED
IN THE CIRCULAR, BE AND IS HEREBY APPROVED
O.2 RESOLVED THAT ANY MEMBER OF THE BOARD OF DIRECTORS Management For
OF GOLD FIELDS BE AND IS HE REBY AUTHORISED TO
SIGN ALL SUCH DOCUMENTS AND DO ALL SUCH THINGS
AS MAY BE NE CESSARY FOR OR INCIDENTAL TO THE
IMPLEMENTATION OF ORDINARY RESOLUTION NUMBER 1
* PLEASE NOTE THE REVISED WORDING OF THE RESOLUTIONS, Non-Voting Non-Vote Proposal
MEETING TIME AND RECORD DA TE. PLEASE ALSO NOTE
THAT THIS IS AN ORDINARY GENERAL MEETING. THANK
YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC EGM Meeting Date: 12/17/2004
Issuer: Y3744A105 ISIN: CN0009115410
SEDOL: 5788839, 6099671, 6441904, B01XLD7
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE ACQUISITION OF 60% EQUITY INTEREST Management For
IN SICHUAN HUANENG HYDRO POWER DEVELOPMENT LIMITED
LIABILITY COMPANY BY THE COMPANY FROM CHINA HUANENG
GROUP AND THE TRANSFER AGREEMENT THEREOF
1.2 APPROVE THE ACQUISITION OF 65% EQUITY INTEREST Management For
IN GANSU HUANENG PINGLIANG POWE R GENERATION
LIMITED LIABILITY COMPANY BY THE COMPANY FROM
CHINA HUANENG GROUP AND THE TRANSFER AGREEMENT
THEREOF
2.1 APPROVE THE GUARANTEE ARRANGEMENTS AND THE RELEVANT Management For
AGREEMENTS BETWEEN GANSU H UANENG PINGLIANG POWER
GENERATION LIMITED LIABILITY COMPANY, SICHUAN
HUANENG H YDRO POWER DEVELOPMENT LIMITED LIABILITY
COMPANY AND THE SUBSIDIARIES THEREOF AND THE
CHINA HUANENG GROUP AS SPECIFIED
2.2 APPROVE TO CONTINUE TO IMPLEMENT THE ASSET SWAP Management For
ARRANGEMENT BETWEEN SICHUAN HU ANENG HYDRO POWER
DEVELOPMENT LIMITED LIABILITY COMPANY AND THE
SICHUAN HUANEN G INDUSTRIAL COMPANY AS SPECIFIED
2.3 APPROVE THE LOAN AND DEPOSIT ARRANGEMENT BETWEEN Management For
GANSU HUANENG PINGLIANG POWER GENERATION LIMITED
LIABILITY COMPANY, SICHUAN HUANENG HYDRO POWER
DEVELOPMENT LIMITED LIABILITY COMPANY AND THE
SUBSIDIARIES AND CHINA HUANENG FINANCE LIMI TED
LIABILITY COMPANY AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
MECHEL STEEL GROUP MTL Special Meeting Date: 12/20/2004
Issuer: 583840 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1A APPROVAL OF A MAJOR TRANSACTION. Management Against
1B APPROVAL OF MAJOR TRANSACTIONS. Management Against
02 AMENDMENTS TO THE BYLAW ON THE BOARD OF DIRECTORS Management Against
OF THE COMPANY.
03 AMENDMENTS TO THE BYLAW ON THE GENERAL MEETING Management Against
OF SHAREHOLDERS OF THE COMPANY.
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC EGM Meeting Date: 12/21/2004
Issuer: Y15010104 ISIN: CN0005789556
SEDOL: 6291819, 7027756
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROPOSAL REGARDING THE ACQUISITION Management For OF
CERTAIN PETROCHEMICAL ASSETS FROM CHINA PETROCHEMICAL
CORPORATION
2. APPROVE THE PROPOSAL REGARDING THE ACQUISITION Management For OF
CERTAIN CATALYST ASSETS FROM CHINA PETROCHEMICAL
CORPORATION
3. APPROVE THE PROPOSAL REGARDING THE ACQUISITION Management For OF
CERTAIN GAS STATION ASSETS F ROM CHINA PETROCHEMICAL
CORPORATION
4. APPROVE THE PROPOSAL REGARDING THE DISPOSAL OF Management For CERTAIN
DOWNHOLE OPERATION ASSE TS FROM CHINA
PETROCHEMICAL CORPORATION
5. APPROVE THE PROPOSAL FOR THE GENERAL MEETING Management For TO
AUTHORIZE THE BOARD TO PERFORM ALL RELEVANT
MATTERS IN RELATION TO THE ACQUISITION AND THE
DEPOSITION
6. APPROVE THE ADJUSTMENT TO THE CAPITAL EXPENDITURE Management For PLAN
FOR THE YEAR 2004
- ------------------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD EGM Meeting Date: 12/21/2004
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE ARTICLES OF INCORPORATION Management
- ------------------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD EGM Meeting Date: 12/21/2004
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
- ------------------------------------------------------------------------------------------------------------------------------------
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
208106 DUE TO CHANGE IN THE A GENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. APPROVE TO REVISE THE ARTICLES OF INCORPORATION, Management For WITH
REGARDS TO ITS DIVIDEND POLICY, THE REVISION
CALLS FOR FUTURE DIVIDEND DISTRIBUTION TO BE
MADE PREFERA BLY BY WAY OF CASH DIVIDEND
2. APPROVE THAT THE STOCK DIVIDEND SHALL NOT EXCEED Management For 50% OF
TOTAL DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM Special Meeting Date: 12/21/2004
Issuer: 874039 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE REVISIONS OF THE COMPANY S ARTICLES Management For No
OF INCORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
- ------------------------------------------------------------------------------------------------------------------------------------
SINTEX INDUSTRIES LTD (FORMERLY BHARAT VIJAY MILLS LTD) EGM Meeting Date: 12/29/2004
Issuer: Y8064D118 ISIN: INE429C01019
SEDOL: 6312721
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE BOARD, IN ACCORDANCE WITH THE PROVISIONS Management Against
OF SECTION 81 (1A) AND ALL OTHER APPLICABLE PROVISIONS,
IF ANY, OF THE COMPANIES ACT, 1956 AS ALSO TH
E PROVISIONS OF ANY OTHER APPLICABLE LAW OR LAWS
INCLUDING ANY STATUTORY MODI FICATIONS OR RE-ENACTMENT THEREOF, FOR
THE TIME BEING IN FORCE AND ENABLING P ROVISIONS IN THE MEMORANDUM AND
ARTICLES OF ASSOCIATION OF THE COMPANY AND THE LISTING AGREEMENTS
ENTERED INTO BY THE COMPANY WITH THE STOCK EXCHANGES WHERE THE SHARES
OF THE COMPANY ARE LISTED, AND SUBJECT TO THE APPROVAL OF THE FORE IGN
INVESTMENT PROMOTION BOARD, THE RESERVE BANK OF INDIA AND AT OTHER
CONCERN ED AUTHORITIES AND DEPARTMENTS, IF AND TO THE EXTENT NECESSARY
AND SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS, AS MAY BE
REQUIRED AND SUBJECT TO SUCH C ONDITIONS AND MODIFICATIONS, AS MAY BE
PRESCRIBED OR IMPOSED BY ANY OF THEM WH ILE GRANTING SUCH APPROVALS,
PERMISSIONS AND SANCTIONS, AS MAY BE AGREE TO BY THE BOARD OF
DIRECTORS OF THE COMPANY, TO OFFER, ISSUE AND ALLOT, IN ACCORDANC E
WITH APPLICABLE GUIDELINES/REGULATIONS, AS MAY BE PERMISSIBLE IN LAW,
ON A P REFERENTIAL ALLOTMENT BASIS: I) 3,000,000 EQUITY SHARES TO
LIGHTWOOD INVESTMEN T LTD LIGHTWOOD OR INVESTOR AT A PRICE OF INR
280.10 PER EQUITY SHARE S HARES ; II) 2,900,000 WARRANTS TO THE
INVESTOR CONVERTIBLE INTO 2,900,000 EQUI TY SHARES INVESTOR WARRANTS ;
AND III) 1,200,000 WARRANTS TO BVM FINANCE LTD. , OPEL SECURITIES PVT.
LTD., AND KOLON INVESTMENTS PVT. LTD. PROMOTERS CONVE RTIBLE INTO
1,200,000 EQUITY SHARES PROMOTER WARRANT THE SHARES, THE INVEST OR
WARRANTS AND THE PROMOTER WARRANTS COLLECTIVELY ARE HEREINAFTER
REFERRED TO AS SECURITIES , AS THE BOARD AT ITS SOLE DISCRETION MAY AT
ANY TIME OR TIME S HEREAFTER DECIDE, AND ON SUCH TERMS AND CONDITIONS,
AS NAY BE DEEMED APPROPR IATE BY THE BOARD; APPROVE THAT THE INVESTOR
SHALL SUBSCRIBE TO THE INVESTOR W ARRANTS AND THE PROMOTERS SHALL
SUBSCRIBE TO THE PROMOTER WARRANTS AT INR 280. 10 PER WARRANT BEING
THE PRICE DETERMINED IN ACCORDANCE WITH THE SEBI
DISCLOS URE AND INVESTOR PROTECTION GUIDELINES, 2000, AS AMENDED UP
TO DATE SEBI GUI DELINES , WITH 10% OF THE CONSIDERATION FOR THE
WARRANTS OR SUCH OTHER AMOUNT AS MAY BE REQUIRED UNDER APPLICABLE
INDIAN LAW TO BE PAID TO THE COMPANY AT TH E TIME OF SUCH WARRANTS
BEING ISSUED; THE BALANCE OF THE CONSIDERATION SHALL B E PAID TO THE
COMPANY AT THE TIME OF CONVERSION OF SUCH WARRANTS INTO EQUITY S HARES
DEPENDING UPON THE NUMBER OF EQUITY SHARES TO BE ISSUED; THE INVESTOR
WA RRANTS AND THE PROMOTER WARRANTS SHALL BE CONVERTIBLE INTO EQUITY
SHARES, IN O NE OR MORE TRANCHES, AT ANY TIME WITHIN A PERIOD OF 18
MONTHS FROM THE DATE OF ALLOTMENT OF THE WARRANTS, AT THE DISCRETION
OF THE WARRANT HOLDER, AND THE S AID EQUITY SHARES SO ALLOTTED SHALL
RANK PARI PASSU WITH THE EXISTING EQUITY S HARES OF THE COMPANY;
AUTHORIZE THE BOARD OR ANY COMMITTEE TO ISSUE AND ALLOT SUCH NUMBER OF
EQUITY SHARES AS MAY BE REQUIRED TO BE ISSUED AND ALLOTTED UPON
CONVERSION OF THE INVESTOR WARRANTS AND THE PROMOTER WARRANTS, AS THE
CASE MA Y BE; AND APPROVE: I) THE SECURITIES TO BE SO OFFERED AND
ALLOTTED SHALL BE SU BJECT TO THE PROVISIONS OF THE MEMORANDUM AND
ARTICLES OF ASSOCIATION OF THE C OMPANY; II) THE SHARES, THE INVESTOR
WARRANTS AND THE PROMOTER WARRANTS UPON C ONVERSION SHALL RANK PARI
PASSU WITH THE EXISTING EQUITY SHARES F THE COMPANY IN ALL RESPECTS
INCLUDING AS TO DIVIDEND; AND III) THE RELEVANT DATE FOR THE P
REFERENTIAL ISSUE, AS PER THE SEBI GUIDELINES, FOR THE DETERMINATION
OF APPLIC ABLE PRICE FOR THE ISSUE O THE ABOVEMENTIONED SECURITIES IS
29 NOV 2004; APPRO VE THAT THE CONSENT FOR ISSUANCE OF SECURITIES AS
AFORESAID SHALL ALSO CONSTIT UTE APPROVAL OF THE SHAREHOLDERS OF THE
COMPANY IN TERMS OF REGULATION 23(1)(B ) OF THE SEBI
SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS
REGULATIONS, 1 997; AND AUTHORIZE THE BOARD,
FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUT ION, TO DO ALL SUCH
ACTS, DEEDS, MATTERS AND THINGS AND RESOLVE ANY DOUBTS OR QUESTIONS
THAT MAY ARISE IN THE ISSUE AND ALLOTMENT OF THE SECURITIES, TO EFFE
CT ANY MODIFICATION TO THE FOREGOING
INCLUDING ANY MODIFICATION TO THE TERMS OF THE ISSUE IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND TO EXECUTE ALL SUCH
WRITINGS AND INSTRUMENTS AS THE BOARD MAY IN ITS ABSOLUTE DI SCRETION
DEEM NECESSARY OR DESIRABLE; AND AUTHORIZE THE BOARD TO DELEGATE ALL
OR ANY OF THE POWERS TO ANY COMMITTEE OF DIRECTORS OF THE COMPANY TO
GIVE EFFE CT TO THE AFORESAID RESOLUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
DENIZBANK A S EGM Meeting Date: 12/30/2004
Issuer: M27877105 ISIN: TREDZBK00015 BLOCKING
SEDOL: B02ZW62, B03MR01, B03N0Q1
- ------------------------------------------------------------------------------------------------------------------------------------
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. APPROVE THE INCREASE OF THE BANK CAPITAL FROM Management TRL
290,000,000,000,000 TO TRL 3 16,100,000,000,000
AND AMENDMENT OF THE ARTICLES 6, 10, 11, 12, 13, 14, 15, 16 , 17, 18,
19, 20, 21, 22, 23, 24, 25, 26, 28, 34, 36 AND 37, DELETION OF THE T
EMPORARY ARTICLE 1 AND ADDITION OF THE ARTICLE 38 OF THE ARTICLES OF
ASSOCIATI ON
4. DISCHARGE THE BOARD OF DIRECTORS MEMBERS Management
5. APPROVE TO CHANGE THE NUMBER OF BOARD OF DIRECTORS Management MEMBERS
TO 7, ELECT THE BOA RD OF DIRECTORS MEMBERS
AND DETERMINE THEIR TERM IN OFFICE
6. DETERMINE THE ATTENDANCE FEES AND REMUNERATION Management OF THE BOARD
OF DIRECTORS MEMBE RS
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, EXCLUDING
THE MAT TERS BANNED IN BANKING LAW NO: 4389
8. WISHES AND SUGGESTIONS Other
- ------------------------------------------------------------------------------------------------------------------------------------
CHINA SOUTHERN AIRLINES CO LTD EGM Meeting Date: 12/31/2004
Issuer: Y1503W102 ISIN: CN0009084145
SEDOL: 5633177, 6013693, B01XKS5
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, THE ENTERING INTO OF THE SALE AND PURCHASE Management For
AGREEMENT DATED 12 NOV 200 4, BETWEEN CHINA SOUTHERN
AIR HOLDING COMPANY CSAHC , CHINA NORTHERN AIRLINES COMPANY NORTHERN
AIRLINES AND XINJIANG AIRLINES COMPANY XINJIANG AIRLINES AS VENDORS
AND THE COMPANY AS PURCHASER AND THE TRANSACTIONS CONTEMPLATED THE
REUNDER, UPON THE TERMS AND SUBJECT TO THE CONDITIONS THEREIN
2. APPROVE, THE ENTERING INTO OF THE LEASE AGREEMENT Management For DATED
12 NOV 2004, BETWEEN T HE COMPANY, CSAHC
AND NORTHERN AIRLINES AND THE TRANSACTIONS CONTEMPLATED
THER EUNDER, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS THEREIN
3. APPROVE, THE ENTERING INTO OF THE LEASE AGREEMENT Management For DATED
12 NOV 2004, BETWEEN T HE COMPANY, CSAHC
AND XINJIANG AIRLINES AND THE TRANSACTIONS CONTEMPLATED
THER EUNDER, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS THEREIN
4. APPROVE, THE ENTERING INTO OF THE LEASE AGREEMENT Management For DATED
12 NOV 2004, BETWEEN T HE COMPANY AND CSAHC,
AND THE TRANSACTIONS CONTEMPLATED THEREUNDER,
UPON THE T ERMS AND SUBJECT TO THE CONDITIONS
THEREIN
5. APPROVE, THE ENTERING INTO OF THE CATERING AGREEMENT Management For
DATED 12 NOV 2004, BETWEE N THE COMPANY AND CHINA
SOUTHERN AIRLINES GROUP AIR CATERING COMPANY
LIMITED, AND THE TRANSACTIONS CONTEMPLATED THEREUNDER,
UPON THE TERMS AND SUBJECT TO TH E CONDITIONS
THEREIN
6. APPROVE, THE ENTERING INTO OF THE FINANCIAL SERVICES Management For
AGREEMENT DATED 12 NOV 20 04, BETWEEN THE COMPANY AND SOUTHERN
AIRLINES GROUP FINANCE COMPANY LIMITED,
A ND THE TRANSACTIONS CONTEMPLATED THEREUNDER,
UPON THE TERMS AND SUBJECT TO THE CONDITIONS THEREIN
7. APPROVE THE RESIGNATION OF MR. WANG CHANG SHUN Management For AS A
DIRECTOR OF THE COMPANY
8. ELECT, IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY, MR. SI X IAN MIN AS A DIRECTOR
OF THE FOURTH SESSION OF THE BOARD OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
OAO LUKOIL LUKOY Special Meeting Date: 01/24/2005
Issuer: 677862 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1A EARLY TERMINATION OF POWERS OF ALL MEMBERS OF Management For
THE COMPANY S BOARD OF DIRECTORS
1B ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS Management Abstain
OF OAO LUKOIL (11 MEMBERS) (TO VOTE SELECTIVELY,
YOU MUST APPLY CUMULATIVE VOTING. SEE THE ATTACHED
INSTRUCTIONS.)*
02 APPROVAL OF THE AMENDMENTS AND ADDENDA TO THE Management For
CHARTER OF THE OPEN JOINT STOCK COMPANY OIL
COMPANY LUKOIL
- ------------------------------------------------------------------------------------------------------------------------------------
FOUNTAIN SET (HOLDINGS) LTD AGM Meeting Date: 01/26/2005
Issuer: Y26213101 ISIN: HK0420001817
SEDOL: 6349053
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVR THE AUDITED FINANCIAL STATEMENTS, Management For
THE DIRECTORS REPORT AN D THE AUDITORS REPORT
FOR THE YE 31 AUG 2004
2. DECLARE A FINAL DIVIDEND Management For
3.a RE-ELECT MR. HA KAM ON, VICTOR AS A DIRECTOR Management For
3.b RE-ELECT MR. YEN GORDON AS A DIRECTOR Management For
3.c RE-ELECT MR. CHOW WING KIN, ANTHONY, SBS, JP Management For
AS A DIRECTOR
3.d RE-ELECT MR. HA CHUNG FONG AS A DIRECTOR Management For
3.e RE-ELECT MR. WONG KWONG CHI AS A DIRECTOR Management For
3.f APPROVE TO FIX THE DIRECTORS FEES Management For
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO
FIX THEIR REMUNERATION
5.A 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 OR ANY
OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR
MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION
AND T HE STOCK EXCHANGE FOR THIS PURPOSE, SUBJECT TO AND IN ACCORDANCE
WITH ALL APPL ICABLE LAWS AND REQUIREMENTS OF THE RULES GOVERNING THE
LISTING OF SECURITIES ON THE STOCK EXCHANGE OR OF ANY OTHER STOCK
EXCHANGE, 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
5.B 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 RIGHT TO SUBSCRIBE FOR OR ARE
CONVERTIBLE INTO SHARES OF THE COMPAN Y WHICH WOULD OR MIGHT REQUIRE
SHARES TO BE ALLOTTED DURING AND AFTER THE REL EVANT PERIOD, NOT
EXCEEDING THE AGGREGATE 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE
ISSUED SHARE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO A) A
RI GHTS ISSUE; OR B) ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT;
OR D) ANY IS SUE OF SHARES PURSUANT TO THE EXERCISE OF RIGHTS OF
SUBSCRIPTION OR CONVERSION UNDER THE TERMS OF ANY EXISTING WARRANTS,
BONDS, DEBENTURES, NOTES AND OTHER SECURITIES OF THE COMPANY; OR D)
ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT;
A UTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATI ON OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD
BY LAW
5.C APPROVE THE GENERAL MANDATE GRANTED TO THE DIRECTORS Management For
OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH
ANY ADDITIONAL SHARES OF THE COMPANY PURSUANT TO RESOLUTIO N 5.B, BY
AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAP
ITAL REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION 5.A, PROVIDED
THAT SUCH EXTENDED DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SH ARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING
THIS RESOLUTION
S.6 AMEND ARTICLE 2, 16, 36, 37, 42, 73, 83, 90, Management For 94, 100,
101, 106, 108, 166, 181 AND 182 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
LONMIN PUB LTD CO AGM Meeting Date: 01/27/2005
Issuer: G56350112 ISIN: GB0031192486
SEDOL: 3119248, 6432748
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED ACCOUNTS AND THE REPORTS Management For OF THE
DIRECTORS AND THE AUDITORS FOR THE YE
30 SEP 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management Against
REPORT FOR THE YE 30 SEP 2004
3. DECLARE A FINAL DIVIDEND OF 42 US CENTS PER SHARES Management For IN
RESPECT OF THE YE 30 SEP 2004, PAYABLE ON
14 FEB 2005 TO SHAREHOLDERS ON THE REGISTER AT
THE CLOSE OF BUSINESS ON 21 JAN 2005
4. RE-APPOINT KPMG AUDIT PLC AS THE COMPANY S AUDITOR Management For S
AND AUTHORIZE THE DIRECTO RS TO AGREE THEIR
REMUNERATION
5. RE-ELECT MR. JOHN ROBINSON AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. BRAD MILLS AS A DIRECTOR OF THE COMPANY Management For
S.7 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For
OF THE COMPANY S ARTICLES OF ASSO CIATION, TO
MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 O F UP
TO 14,100,000 MILLION ORDINARY SHARES OF USD 1 EACH IN ITS CAPITAL, AT
A MINIMUM PRICE OF THE NOMINAL VALUE OF SUCH SHARE AND UP TO 105% OF
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES AS DERIVED
FROM THE LONDON ST OCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE O F PURCHASE; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPAN Y ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE OF ITS OWN SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.8 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SSANGYONG MOTOR CO EGM Meeting Date: 01/27/2005
Issuer: Y8146D102 ISIN: KR7003620002
SEDOL: 6276162
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For OF
INCORPORATION
2. ELECT THE DIRECTORS Management For
3. ELECT THE AUDIT COMMITTEE MEMBERS WHO ARE OUTSIDE Management For
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
MAGYAR TAVKOZLESIRT Special Meeting Date: 02/22/2005
Issuer: 559776 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
2A THE GENERAL MEETING OF MATAV RT. -- ON THE BASIS Management
OF THE SUBMISSION OF THE BOARD OF DIRECTORS --
HEREBY RESOLVES THE CHANGE OF THE NAME OF THE
COMPANY. ACCORDING TO THE DECISION OF THE GENERAL
MEETING THE FULL NAME OF THE COMPANY SHALL CHANGE
TO MAGYAR TELEKOM TAVKOZLESI RESZVENYTARSASAG,
WHEREAS THE ABBREVIATION OF ITS NAME TO: MAGYAR
TELEKOM RT.
2B THE GENERAL MEETING OF MATAV HEREBY APPROVES Management
THE MODIFICATION OF THE ARTICLES OF ASSOCATION.
- ------------------------------------------------------------------------------------------------------------------------------------
TCL INTERNATIONAL HOLDINGS LTD EGM Meeting Date: 02/22/2005
Issuer: G8701T104 ISIN: KYG8701T1040
SEDOL: 2548520, 5873263, 6193788
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE TO CHANGE THE NAME OF THE COMPANY FROM Management For
TCL INTERNATIONAL HOLDINGS LIM ITED TO TCL
MULTIMEDIA TECHNOLOGY HOLDINGS LIMITED AND THE
CHINESE TRANSLAT ION OF ITS NAME AS SPECIFIED
O.2 APPROVE: A) AND RATIFY THE MASTER OVERSEAS SUPPLY Management For
AGREEMENT SUPPLY AGREEMENT DATED 29 DEC 2004
ENTERED INTO BETWEEN TCL CORPORATION AND THE
COMPANY TAB LED AT THE MEETING AND MARKED A
AND AS SPECIFIED AND THE TERMS OF AND THE T
RANSACTIONS CONTEMPLATED THERE UNDER CONTINUING
CONNECTED TRANSACTION AND THE IMPLEMENTATION
THEREOF; B) AND RATIFY THE PROPOSED CAP AS SPECIFIED
IN R ELATION TO THE CONTINUING CONNECTED TRANSACTION; AND C) AND
AUTHORIZE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE
COMPANY IF THE AFFIXATION OF THE COMMON SEAL OF THE COMPANY IS
NECESSARY FOR AND ON BEHALF OF THE COMPA NY TO EXECUTE ALL SUCH OTHER
DOCUMENTS, INSTRUMENTS AND AGREEMENTS AND TO DO A LL SUCH ACTS OR
THINGS DEEMED BY HIM/THEM TO BE INCIDENTAL TO, ANCILLARY TO OR IN
CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SUPPLY AGREEMENT
AND/OR TH E CONTINUING CONNECTED TRANSACTION
- ------------------------------------------------------------------------------------------------------------------------------------
S P SETIA BHD AGM Meeting Date: 02/24/2005
Issuer: Y8132G101 ISIN: MYL8664OO004
SEDOL: 6868774, B02HLN8
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For OF
THE COMPANY FOR THE FYE 31 OCT 2004 TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS
THEREO N
2. DECLARE A FINAL DIVIDEND OF 14% LESS TAX AT 28% Management For
IN RESPECT OF THE FYE 31 OCT 2 004
3. RE-ELECT MR. TAN SRI DATO ZAKI BIN TUN AZMI Management For AS A
DIRECTOR, WHO RETIRE IN ACCO RDANCE WITH
ARTICLE 93 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. DATUK ISMAIL BIN ADAM AS A DIRECTOR, Management For WHO
RETIRE IN ACCORDANCE WIT H ARTICLE 93 OF
THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. GEORGE ANTHONY DASS DAVID AS A DIRECTOR, Management For
WHO RETIRE IN ACCORDANCE WITH ARTICLE 93 OF THE
COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. YAP KOK WENG AS A DIRECTOR, WHO Management Against RETIRE
IN ACCORDANCE WITH ARTICLE 93 OF THE COMPANY
S ARTICLES OF ASSOCIATION
7. RE-APPOINT MESSRS. MOORES ROWLAND AS THE AUDITORS Management For FOR
THE ENSUING YEAR AND AUT HORISE THE BOARD
OF DIRECTORS TO FIX THEIR REMUNERATION
8. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES S Management For P SETIA
GROUP , SUBJECT TO THE L ISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER INTO AND GIV E EFFECT TO
SPECIFIED RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRA
DING NATURE OF THE GROUP WITH SPECIFIED CLASSES OF RELATED PARTIES AS
DEFINED IN THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES
BERHAD AND AS SPECIF IED IN SECTION 2.3 (A) TO (E) OF THE CIRCULAR TO
SHAREHOLDERS DATED 02 FEB 200 5 WHICH ARE NECESSARY FOR THE DAY TO DAY
OPERATIONS IN THE ORDINARY COURSE OF BUSINESS AND ARE CARRIED OUT AT
ARMS LENGTH BASIS ON NORMAL COMMERCIAL TERMS OF THE S P SETIA GROUP ON
TERMS NOT MORE FAVOURABLE TO THE RELATED PARTIES TH AN THOSE GENERALLY
AVAILABLE TO THE PUBLIC AND ARE NOT DETRIMENTAL TO MINORITY
SHAREHOLDERS OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH T HE NEXT AGM
AFTER THE DATE IT IS REQUIRED TO BE HELD PURSUANT TO SECTION 143(1 )
OF THE COMPANIES ACT, 1965 ACT
BUT SHALL NOT EXTEND TO SUCH EXTENSION AS M AY BE ALLOWED PURSUANT TO
SECTION 143(2) OF THE ACT ; AND AUTHORIZE THE DIRECT ORS OF THE
COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS AS THEY MAY CON
SIDER NECESSARY OR EXPEDIENT IN THE BEST INTEREST OF THE COMPANY
INCLUDING EX ECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED
TO GIVE EFFECT TO THE TRANSACTI ONS CONTEMPLATED
AND/OR AUTHORISED BY THIS ORDINARY RESOLUTION
9. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES S Management For P SETIA
GROUP , SUBJECT TO THE L ISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER INTO AND GIV E EFFECT TO
SPECIFIED RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRA
DING NATURE OF THE GROUP WITH SPECIFIED CLASSES OF RELATED PARTIES AS
DEFINED IN THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES
BERHAD AND AS SPECIF IED IN SECTION 2.3 (F) OF THE CIRCULAR TO
SHAREHOLDERS DATED 02 FEB 2005 WHIC H ARE NECESSARY FOR THE DAY TO DAY
OPERATIONS IN THE ORDINARY COURSE OF BUSINE SS AND ARE CARRIED OUT AT
ARMS LENGTH BASIS ON NORMAL COMMERCIAL TERMS OF THE S P SETIA GROUP ON
TERMS NOT MORE FAVOURABLE TO THE RELATED PARTIES THAN THOS E GENERALLY
AVAILABLE TO THE PUBLIC AND ARE NOT DETRIMENTAL TO MINORITY SHAREH
OLDERS OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM AFTER THE DATE IT IS REQUIRED TO BE HELD PURSUANT
TO SECTION 143(1) OF TH E COMPANIES ACT, 1965 ACT BUT SHALL NOT EXTEND
TO SUCH EXTENSION AS MAY BE A LLOWED PURSUANT TO SECTION 143(2) OF THE
ACT ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO
ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER N ECESSARY OR EXPEDIENT
IN THE BEST INTEREST OF THE COMPANY
INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED TO GIVE EFFECT TO THE TRANSACTIONS
CON TEMPLATED AND/OR AUTHORISED BY THIS ORDINARY
RESOLUTION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
YUE YUEN INDUSTRIAL (HOLDINGS) LTD AGM Meeting Date: 02/24/2005
Issuer: G98803144 ISIN: BMG988031446
SEDOL: 6586537, 7538689
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management AND
THE REPORTS OF THE DI RECTORS AND THE AUDITORS
FOR THE YE 30 SEP 2004
2. DECLARE A DIVIDEND OF HKD 0.46 PER SHARE FOR Management
THE YE 30 SEP 2004
3. ELECT THE DIRECTORS AND AUTHORIZE THE BOARD OF Management DIRECTORS TO
FIX THEIR REMUNERA TION
4. APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management OF DIRECTORS
TO FIX THEIR REMUNER ATION
5.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management
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 SHARE CAPITAL OF
THE COMPANY IN ISSUE OTHERWISE THA N PURSUANT TO A RIGHTS ISSUE OR THE
EXERCISE OF SUBSCRIPTION RIGHTS UNDER THE SHARE OPTION SCHEME OF THE
COMPANY;
AUTHORITY EXPIRES AT THE CONCLUSION OF TH E
NEXT AGM OF THE COMPANY
5.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management
ITS OWN SHARES DURING THE R ELEVANT PERIOD, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGU LATIONS, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITA L OF
THE COMPANY IN ISSUE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AG M OF THE COMPANY
5.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management
5.B, TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE
NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY REPURCHAS ED BY THE
COMPANY PURSUANT TO RESOLUTION 5.B, TO THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT TO
RESOLUTIO N 5.A
S.6 ADOPT THE NEW BY-LAWS OF THE COMPANY IN SUBSTITUTION Management
FOR AND TO THE EXCLUSION OF THE EXISTING BY-LAWS
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DO ALL S UCH ACTS, DEEDS AND THINGS AS THEY SHALL,
IN THEIR ABSOLUTE DISCRETION, DEEM F IT TO EFFECT
THE FOREGOING
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 02/25/2005
Issuer: Y70334100 ISIN: KR7005490008
SEDOL: 6693233
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET AND STATEMENT OF INCOME Management FOR 2004
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 02/25/2005
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
214895 DUE TO CHANGE IN THE A GENDA. 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 BALANCE SHEET, INCOME STATEMENT AND Management For THE
STATEMENT OF APPROPRIATION OF UNAPPROPRIATED
RETAINED EARNINGS
2.1 ELECT THE OUTSIDE DIRECTORS Management For
2.2 ELECT THE OUTSIDE DIRECTORS WHO IS MEMBER OF Management For
THE AUDITORS COMMITTEE
2.3 ELECT THE EXECUTIVE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT OF FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SUNGSHIN CEMENT CO LTD AGM Meeting Date: 02/25/2005
Issuer: Y8240E105 ISIN: KR7004980009
SEDOL: 6860695
- ------------------------------------------------------------------------------------------------------------------------------------
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 UNAPPROPRIATED
RETAINED EARNINGS
2. ELECT THE DIRECTORS Management For
3. APPROVE THE CEILING OF THE COMPENSATION AND BONUS Management For TO
THE DIRECTORS
4. APPROVE THE CEILING OF THE COMPENSATION AND BONUS Management For TO
THE AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
HOTEL LEELA VENTURE LTD EGM Meeting Date: 02/26/2005
Issuer: Y3723C122 ISIN: INE102A01016
SEDOL: 6100335
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE BOARD, PURSUANT TO THE PROVISIONS Management For
OF SECTIONS 81, 8L (1A) AND OT HER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT, 1956
INCLUDING ANY A MENDMENT THERETO OR RE-ENACTMENT THEREOF AND IN
ACCORDANCE WITH THE PROVISION S OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY AND THE REGULATIONS/GUIDELINES PRESCRIBED BY THE SECURITIES
AND EXCHANGE BOARD OF INDIA SEBI
INCLUDING SEB I DISCLOSURE AND INVESTOR PROTECTION
GUIDELINES, 2000 SEBI DIP GUIDELINES OR ANY
OTHER RELEVANT AUTHORITY, FROM TIME TO TIME, TO THE EXTENT APPLICABLE
A ND SUBJECT TO SUCH OTHER APPROVALS, PERMISSIONS, AND SANCTIONS AS
MAY BE NECES SARY AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS
MAY BE PRESCRIBED OR IMPOSED BY ANY OF THEM WHILE GRANTING SUCH
APPROVALS, PERMISSIONS AND SANCTION S, WHICH MAY BE AGREED TO OR
ACCEPTED BY THE BOARD OF DIRECTORS OF THE COMPANY BOARD , TO ISSUE,
OFFER, ALLOT ONE /MORE OR ALL OF THE PROPOSED INDEPENDENT ALLOTTEES,
104,75,000 EQUITY SHARES OF THE VALUE OF INR 10 EACH AT A PREMIUM O F
INR 141 PER SHARE FOR CASH FOR SUBSCRIPTION ON PREFERENTIAL BASIS TO
THE PRO POSED ALLOTTEES ON THE FOLLOWING PRINCIPAL TERMS : A) ONE NEW
EQUITY SHARE OF THE COMPANY OF THE FACE VALUE OF INR 10 EACH AT A
PREMIUM OF INR 141 PER SHARE I.E., AT A PRICE OF INR 151 WHICH IS IN
ACCORDANCE WITH THE EXISTING SEBI DIP GUIDELINES AND DULY CERTIFIED BY
THE STATUTORY AUDITORS OF THE COMPANY; B) TH E AMOUNT OF INR 151 PER
EQUITY SHARE INCLUDING THE PREMIUM SHOULD BE PAID WITH THE
APPLICATION; C) DEMATERIALIZATION; D) THE ENTIRE PRE-PREFERENTIAL
SHAREHO LDING OF THE PROPOSED ALLOTTEES IN THE COMPANY SHALL HE
SUBJECT TO A LOCK-IN A S PER THE APPLICABLE SEBI GUIDELINES AND THE
EQUITY SHARES ISSUED PURSUANT TO THE RESOLUTION SHALL BE SUBJECT TO A
LOCK-IN IN ACCORDANCE WITH THE APPLICABLE SF GUIDELINES; E) THE NEW
EQUITY SHARES TO BE ISSUED AND ALLOTTED BY THE COMP ANY SHALL RANK
PARI PASSU IN ALL RESPECTS WITH THE THEN EXISTING EQUITY SHARES OF THE
COMPANY; AND AUTHORIZE THE BOARD TO SEEK LISTING OF THE EQUITY SHARES
ISSUED/ALLOTTED AT ALL SUCH STOCK EXCHANGES WHERE THE EQUITY SHARES OF
THE COM PANY ARE ALREADY LISTED; THE RELEVANT DATE IN RELATION TO THE
SHARES FOR THE P URPOSE OF DETERMINING THE ISSUE PRICE UNDER SEBI DIP
GUIDELINES FOR PREFERENTI AL ISSUES SHALL BE THIRTY DAYS PRIOR TO THE
DATE OF EGM; AUTHORIZE THE BOARD T O DO AND PERFORM ALL SUCH ACTS,
DEEDS AND THINGS AS IT MAY, IN ITS ABSOLUTE DI SCRETION DEEM
NECESSARY, DESIRABLE OR APPROPRIATE TO SETTLE ANY QUESTION, DIFF
ICULTY OR DOUBT THAT MAY ARISE IN REGARD TO THE ISSUE OF THE EQUITY
SHARES AS IT MAY THINK FIT AND TO ACCEPT ON BEHALF OF THE COMPANY SUCH
CONDITIONS AND MO DIFICATIONS, IF ANY, RELATING TO THE ISSUE OF THE
EQUITY SHARES WHICH MAY BE I MPOSED, REQUIRED OR SUGGESTED BY ANY
REGULATORY AUTHORITY AND WHICH THE BOARD IN ITS DISCRETION THINKS FIT
AND PROPER
S.2 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against
BOARD , PURSUANT TO THE PROVI SIONS OF SECTION
81 AND OTHER APPLICABLE PROVISIONS, IF ANY, OF
THE COMPANIES ACT, 1956, AND SUBJECT TO THE GUIDELINES/APPROVALS
OF THE SECURITIES AND EXCHA NGE BOARD OF INDIA
SEBI , RESERVE BANK OF INDIA RBI , AND/OR GOVERNMENT OF I NDIA GOI ,
OR SUCH OTHER AUTHORITIES AND ALSO SUBJECT TO SUCH OTHER APPROVALS AS
MAY BE NECESSARY, TO CREATE, OFFER, ISSUE AND ALLOT IN ONE OR MORE
TRANCHE S AND IN ONE OR MORE PRIVATE OR PREFERENTIAL OFFERINGS,
FOREIGN CURRENCY BONDS , DEBENTURES OR WARRANTS OR ANY OTHER
INSTRUMENT WHETHER CONVERTIBLE OR OTHERW ISE OR SUCH OTHER SECURITIES
SECURITIES , OF AN AGGREGATE VALUE OF UP TO USD 60 MILLION OR ITS
EQUIVALENT IN ANY OTHER FOREIGN CURRENCY TO PERSONS, WHETHER OR NOT AN
EXISTING SHAREHOLDER OF THE COMPANY, AND ON SUCH TERMS AND CONDITIO NS
AS MAY BE DECIDED BY THE BOARD FROM TIME TO TIME AS IT MAY DEEM
APPROPRIATE IN THE INTEREST OF THE COMPANY; THE SECURITIES OFFERED
FROM TIME TO TIME AS A RE NOT SUBSCRIBED MAY BE DISPOSED OF BY THE
BOARD IN ITS ABSOLUTE DISCRETION I N SUCH MANNER AS IT MAY DEEM FIT;
AUTHORIZE THE BOARD, FOR THE PURPOSE OF GIVI NG EFFECT TO THE
RESOLUTION, TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT MAY
IN ITS ABSOLUTE DISCRETION DEEM NECESSARY AND / OR DESIRABLE FOR SUCH
PURPOSE INTER-ALIA, CREATION OF MORTGAGES/ CHARGES ON ALL OR ANY OF
THE COMPAN Y S ASSETS PRESENT AND FUTURE, SUCH CHARGE TO RANK
PARI-PASSU/ SECOND/ SUBORDI NATE TO ALL MORTGAGES/CHARGES CREATED/ TO
BE CREATED BY THE COMPANY FOR ALL EX ISTING AND FURTHER BORROWING AND
FACULTIES, WHATSOEVER, UNDER SECTION 293(1)(A ) OF THE COMPANIES ACT,
1956, IN RESPECT OF THE AFORESAID SECURITIES, THE ENTE RING INTO
UNDERWRITING, MARKETING, DEPOSITORY, CUSTODIAN ARRANGEMENTS AND TO R
EMUNERATE ALL OTHER AGENCIES BY WAY OF COMMISSION, BROKERAGE, FEES AND
TO SETT LE ANY QUESTION, DIFFICULTY OR DOUBT THAT MAY ARISE IN REGARD
TO THE OFFER, IS SUE, ALLOTMENT AND UTILIZATION OF THE ISSUE PROCEEDS
OF THE SECURITIES OF THE COMPANY S PROJECTS/ OTHER CORPORATE NEEDS AS
IT MAY DEEM LIT AND ALSO TO SEEK THE LISTING OF SUCH SECURITIES IN ONE
OR MORE STOCK EXCHANGES, IN INDIA AS DEE M FIT
3. APPROVE THAT THE AUTHORIZED SHARE CAPITAL OF Management For THE
COMPANY BE INCREASED FROM INR 165,00,00,000
DIVIDED INTO 7,50,00,000 EACH AND 90,00,0 REDEEMABLE PREFERENCE SHARES
OF INR 100 DIVIDED INTO 9,00,00,000 EQUITY SHARES OF INR 10EACH AND 90
,00,000 REDEEMABLE PREFERENCE SHARES OF INR 100 EACH BY CREATION OF
ADDITIONAL 1,50,00,000 EQUITY SHARES OF INR 10 EACH AND CONSEQUENTLY
THE EXISTING CLAUSE V OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
RELATING TO SHARE CAPITAL B E AND IT IS HEREBY ALTERED BY DELETING THE
SAME AND SUBSTITUTING IN ITS PLACE AND STEAD, A NEW CLAUSE V
4. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management Against IN
SUPERSESSION OF THE RESOLU TION PASSED AT
THE 14TH AGM OF THE COMPANY DATED 26 AUG 1995 AND PURSUANT TO S ECTION
293 (1) (D) OF THE COMPANIES ACT, 1956 AND ALL OTHER APPLICABLE
PROVISI ONS, TO BORROW SUCH SUM OR SUMS OF MONEY IN ANY MANNER FROM
TIME TO TIME, AS M AY HE REQUIRED FOR THE PURPOSE OF BUSINESS OF THE
COMPANY WITH OR WITHOUT SECU RITY AND UPON SUCH TERMS AND CONDITIONS
AS IT MAY THINK FIT, NOTWITHSTANDING T HAT THE MONIES SO BORROWED
TOGETHER WITH THE MONIES, IF ANY, ALREADY BORROWED BY THE COMPANY
APART FROM TEMPORARY LOANS OBTAINED FROM THE COMPANY S BANKERS IN THE
ORDINARY COURSE OF BUSINESS
MAY EXCEED THE AGGREGATE OF THE PAID UP C APITAL OF THE COMPANY AND
ITS FREE RESERVES, THAT IS TO SAY RESERVES NOR SET A PART FOR ANY
SPECIFIC PURPOSE, PROVIDED THAT THE TOTAL AMOUNT SO BORROWED BY T HE
BOARD OF DIRECTORS AND OUTSTANDING AT ANY TIME SHALL NOR EXCEED A SUM
OF IN R 1,300 CRORES AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
SUCH OTHER STE PS AS MAY BE NECESSARY OR DESIRABLE TO GIVE EFFECT TO
THIS RESOLUTION
S.5.A AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY, Management For
PURSUANT TO SECTION 31 AND O THER APPLICABLE PROVISIONS, IF ANY, OF
THE COMPANIES ACT 6, INCLUDING ANY STAT UTORY MODIFICATION OR
RE-ENACTMENT THEREOF AND SUBJECT TO NECESSARY APPROVALS REQUIRED IF
ANY, AND THAT: 1) NEW DEFINITIONS AT THE END OF THE ARTICLE 2 OF T HE
ARTICLES OF ASSOCIATION BE ADDED; 2) THE ARTICLE 14(A) BE SUBSTITUTED
BY NE W ARTICLE RENUMBERED AS 14 (A) AND THE EXISTING ARTICLE 14(A) BE
RENUMBERED AS 14(B); 3) THE EXISTING ARTICLE 14(A) BE RENUMBERED AS
ARTICLE 14(B) AND THE W ORDS SUBJECT TO (A) ABOVE BE INSERTED AT THE
BEGINNING; 4) THE EXISTING ARTI CLE 14(B) BE RENUMBERED AS ARTICLE
14(C) AND THE WORDS NOT WITHSTANDING ANYTH ING CONTAINED IN THE
PRECEDING SUB-CLAUSE , BE SUBSTITUTED BY THE WORDS SUBJE CT TO (A) AND
(B) ABOVE; 5) AFTER ARTICLE 33 THE NEW ARTICLE 53(A) BE INSERTED ; 6)
AFTER ARTICLE 100 A NEW ARTICLE 100(A) BE INSERTED; 7) AFTER ARTICLE
118, THE NEW ARTICLE BE INSERTED AND NUMBERED AS 118(A); 8) THE
EXISTING ARTICLE 1 49 BE SUBSTITUTED BY THE NEW ARTICLE NUMBERED AS
149; 9) IN ARTICLE 154 NEW PA RAGRAPH BE ADDED; AND 10) AFTER ARTICLE
NO. NEW ARTICLE NO. (A) BE INSERTED
S.5.B APPROVE, PURSUANT TO SECTION 31 AND OTHER APPLICABLE Management For
PROVISIONS, IF ANY, OF TH E COMPANIES ACT, 6,
INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THERE OF AND
SUBJECT TO NECESSARY APPROVALS REQUIRED, IF ANY, THE EXISTING ARTICLES
168,170 AND 172 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AND
ARE HEREB Y SUBSTITUTED BY THE NEW ARTICLES 168, 170 AND 172 AND A NEW
ARTICLE NO.168A B E AND IS HEREBY ADDED TO THE ARTICLES OF ASSOCIATION
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
CJ CORPORATION AGM Meeting Date: 02/28/2005
Issuer: Y12981109 ISIN: KR7001040005
SEDOL: 6189516
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 52ND FINANCIAL STATEMENT, BALANCE Management For SHEET,
INCOME STATEMENT AND RETA INED EARNINGS
STATEMENT
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. ELECT MR. HUR BYUNG-WOO AS THE OUTSIDE DIRECTOR Management For OF THE
CJ CORP
4. APPROVE THE LIMIT OF REMUNERATION FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRS LTD AGM Meeting Date: 02/28/2005
Issuer: Y74718100 ISIN: KR7005930003
SEDOL: 6771720
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET, INCOME STATEMENT AND Management For THE
STATEMENT OF THE APPROPRIA TION OF RETAINED
EARNING DRAFT FOR THE 36TH FY FROM 01 JAN 2004
TO 31 DEC 20 04; THE CASH DIVIDEND EXCLUDING
INTERIM DIVIDENDS , DIVIDEND PER SHARE: KRW 5
,000 COMMON AND KRW 5,050 PREFERRED
2. APPROVE TO APPOINT THE MR. IN-JOO KIM AS AN EXECUTIVE Management For
DIRECTOR AS SPECIFIED
3. APPROVE TO LIMIT THE REMUNERATION FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
BEZEQ THE ISRAEL TELECOMMUNICATION CORP LTD EGM Meeting Date: 03/01/2005
Issuer: M2012Q100 ISIN: IL0002300114
SEDOL: 5793628, 6098032, B01ZLB1
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECT MS. RACHEL KREMERMAN-MERIDOR AS A DIRECTOR Management For
2. APPROVE THE PAYMENT OF A BONUS TO THE CHAIRMAN Management Against OF
THE BOARD OF DIRECTORS IN RE SPECT OF THE
YEAR 2004, IN AN AMOUNT EQUAL TO 1.2 MONTHLY
SALARIES ILS 49,400
- ------------------------------------------------------------------------------------------------------------------------------------
DAEWOO SHIPBUILDING & MARINE ENGR CO LTD AGM Meeting Date: 03/04/2005
Issuer: Y1916Y117 ISIN: KR7042660001
SEDOL: 6211732
- ------------------------------------------------------------------------------------------------------------------------------------
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 UNAPPROPRIATED
RETAINED EARNINGS-EXPECTED CASH DIVIDEND: KRW
350 PER SHARE
2. ELECT THE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SINTEX INDUSTRIES LTD (FORMERLY BHARAT VIJAY MILLS LTD) EGM Meeting Date: 03/07/2005
Issuer: Y8064D118 ISIN: INE429C01019
SEDOL: 6312721
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, PURSUANT TO THE PROVISIONS OF SECTION Management Against
31 AND OTHER APPLICABLE PROVISI ONS, IF ANY,
OF THE COMPANIES ACT 1956, THE REGULATIONS CONTAINED IN THE ARTIC LES
OF ASSOCIATION OF THE COMPANY AMENDED TO INCORPORATE THE RELEVANT
PROVISIO NS OF THE SUBSCRIPTION AGREEMENT DATED 29 JAN 2005 AND THE
SHAREHOLDERS AGREEM ENT DATED 29 JAN 2005 ENTERED INTO AMONGST THE
COMPANY, THE PROMOTERS OF THE C OMPANY AND LIGHTWOOD INVESTMENT LTD
AND ADOPT THE ARTICLES OF ASSOCIATION OF T HE COMPANY IN SUBSTITUTION
FOR AND TO THE EXCLUSION OF ALL THE PREVIOUS ARTICL ES; AND AUTHORIZE
SHRI AMIT D. PATEL AS A MANAGING DIRECTOR OF THE COMPANY AND /OR SHRI.
L.M. RATHOD, COMPANY SECRETARY OF THE COMPANY, TO UNDERTAKE SUCH ACT
S, DEEDS AND MATTERS, INCLUDING BUT NOT LIMITED TO MAKING REQUISITE
FILES WITH THE REGISTRAR OF THE COMPANIES AND THE STOCK EXCHANGES,
THAT MAY BE REQUIRED TO GIVE EFFECT TO THE AMENDMENT OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY IN ACCORDANCE WITH THIS RESOLUTION
2. APPOINT MR. PULAK PRASAD AS A NON EXECUTIVE DIRECTOR Management
Against BY THE BOARD OF DIRECTORS OF THE COMPANY AT THEIR
MEETING ON 31 JAN 2005 FROM THE DATE ON WHICH ALL THE FORMALITIES
RELATING TO THE OPEN OFFER MADE BY LIGHTWOOD INVESTMENTS LTD TO A
CQUIRE SHARES OF THE COMPANY IN ACCORDANCE WITH THE SEB SUBSTANTIAL
ACQUISITI ON OF SHARES AND TAKEOVERS
REGULATIONS 1997 IS COMPLETED UNDER AND A WRITTEN CONFIRMATION AS
SUCH COMPLETION IS RECEIVED BY THE COMPANY FROM AMBIT CORPORAT E
FINANCE PTE LTD. WHO HAVE ACTED AS A MERGER BANKERS TO THE AFORESAID
OPEN OF FER MADE BY LIGHTWOOD INVESTMENT LTD OFFER CLOSURE DATE , WITH
EFFECT FROM TH E OFFER CLOSURE DATE, WHO SHALL NOT BE LIABLE TO RETIRE
BY ROTATION
- ------------------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Annual Meeting Date: 03/10/2005
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
OF THE FINANCIAL STATEMENTS OF FOMENTO ECONOMICO MEXICANO, S.A. DE
C.V., FOR THE 2004 FISCAL YEAR, AND THE REPORT OF THE EXAMINER
PURSUANT TO ARTICLE 172 OF THE GENERAL LAW OF COMMERCIAL COMPANIES AND
THE APPLICABLE PROVISIONS OF THE SECURITIES MARKET LAW.
II APPLICATION OF THE RESULTS FOR THE 2004 FISCAL Management Against
YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND, IN MEXICAN PESOS.
III PROPOSAL TO DETERMINE THE MAXIMUM AMOUNT TO BE Management For
USED IN THE SHARE REPURCHASE PROGRAM.
IV ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For
AND EXAMINERS, AND RESOLUTION WITH RESPECT TO
THEIR REMUNERATION.
V APPOINTMENT OF COMMITTEES. Management For
VI APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS Management For
MEETING.
VII MINUTES OF THE SHAREHOLDERS MEETING. Management For
- ------------------------------------------------------------------------------------------------------------------------------------
HYUNDAI MOBIS AGM Meeting Date: 03/11/2005
Issuer: Y3849A109 ISIN: KR7012330007
SEDOL: 6449544
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 28TH FINANCIAL STATEMENT BALANCE Management For SHEET,
INCOME STATEMENT AND RETA INED EARNINGS
STATEMENT
2. APPOINT THE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KIA MOTORS CORP AGM Meeting Date: 03/11/2005
Issuer: Y47601102 ISIN: KR7000270009
SEDOL: 6490928
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 61ST FINANCIAL STATEMENT BALANCE Management For SHEET,
INCOME STATEMENT AND RETA INED EARNINGS
STATEMENTS
2. APPOINT THE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
LG ELECTRONICS INC AGM Meeting Date: 03/11/2005
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
ON LG ELECTRONICS ORD INARY SHARES
: KRW 1,500 AND EXPECTED CASH DIVIDEND ON LG
ELECTRONICS PREFERR ED SHARES : KRW 1,550
2. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management Against OF
INCORPORATION
3. ELECT THE DIRECTORS Management For
4. APPROVE THE LIMIT OF REMUNERATION FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SK TELECOM CO LTD AGM Meeting Date: 03/11/2005
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
4.1.1 ELECT MR. SHIN BAE KIM AS A DIRECTOR Management For
4.1.2 ELECT MR. BANG HYUNG LEE AS A DIRECTOR Management For
4.2.1 ELECT MR. DAE GYU BYUN AS A OUTSIDE DIRECTOR Management For
4.2.2 ELECT MR. SEUNG TAEK YANG AS A OUTSIDE DIRECTOR Management For
4.2.3 ELECT MR. JAE SEUNG YOON AS A OUTSIDE DIRECTOR Management For
4.2.4 ELECT MR. SANG JIN LEE AS A OUTSIDE DIRECTOR Management For
4.3 ELECT MR. DAE SIK KIM AS A OUTSIDE DIRECTORS Management For
WHO WILL BE MEMBER OF THE AUDITOR S COMMITTEE
- ------------------------------------------------------------------------------------------------------------------------------------
SK TELECOM CO., LTD. SKM Annual Meeting Date: 03/11/2005
Issuer: 78440P ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE BALANCE SHEET, THE STATEMENT Management For No
OF INCOME, AND THE STATEMENT OF APPROPRIATION OF RETAINED EARNINGS OF
THE 21ST FISCAL YEAR, AS SET FORTH IN THE COMPANY S AGENDA.
02 APPROVAL OF THE AMENDMENT OF THE ARTICLES OF Management For No
INCORPORATION, AS SET FORTH IN THE COMPANY S AGENDA.
03 APPROVAL OF THE CEILING AMOUNT OF THE REMUNERATION Management For No
OF DIRECTORS, AS SET FORTH IN THE COMPANY S AGENDA.
4A APPROVAL OF THE APPOINTMENT OF DIRECTORS, AS Management For No
SET FORTH IN THE COMPANY S AGENDA.
4B APPROVAL OF THE APPOINTMENT OF OUTSIDE DIRECTORS Management For No
WHO WILL NOT BE AUDIT COMMITTEE MEMBERS, AS SET
FORTH IN THE COMPANY S AGENDA.
4C APPROVAL OF THE APPOINTMENT OF OUTSIDE DIRECTORS Management For No
WHO WILL BE AUDIT COMMITTEE MEMBERS, AS SET FORTH
IN THE COMPANY S AGENDA.
- ------------------------------------------------------------------------------------------------------------------------------------
INSUN ENVIRONMENTAL NEW TECHNOLOGY CO LTD AGM Meeting Date: 03/17/2005
Issuer: Y40924105 ISIN: KR7060150000
SEDOL: 6540823
- ------------------------------------------------------------------------------------------------------------------------------------
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. ELECT THE DIRECTORS Management For
4. APPROVE THE PAYMENT LIMIT FOR THE DIRECTORS Management For
5. APPROVE THE PAYMENT LIMIT FOR THE AUDITORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
LG CHEM LTD AGM Meeting Date: 03/17/2005
Issuer: Y52758102 ISIN: KR7051910008
SEDOL: 6346913
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 4TH FINANCIAL STATEMENTS, CASH DIVIDEND Management For ON
ORDINARY SHARES: KRW 1, 500, CASH DIVIDEND
ON PREFERRED SHARES: KRW 1,550
2. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management Against OF
INCORPORATION STOCK OPTION F OR STAFF
3. ELECT THE DIRECTORS Management For
4. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK KB Annual Meeting Date: 03/18/2005
Issuer: 50049M ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
A APPROVAL OF NON-CONSOLIDATED FINANCIAL STATEMENTS Management For
FOR THE FISCAL YEAR 2004: BALANCE SHEET; INCOME
STATEMENT; AND STATEMENT OF RETAINED EARNINGS
(DISPOSITION OF ACCUMULATED DEFICIT)
B APPOINTMENT OF DIRECTORS Management For
C APPOINTMENT OF AN AUDIT COMMITTEE MEMBER CANDIDATE, Management Against
WHO IS AN EXECUTIVE DIRECTOR (STANDING AUDIT
COMMITTEE MEMBER)
D APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATES, Management For
WHO ARE NON-EXECUTIVE DIRECTORS
E APPROVAL OF PREVIOUSLY GRANTED STOCK OPTIONS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KT&G CORPORATION AGM Meeting Date: 03/18/2005
Issuer: Y49904108 ISIN: KR7033780008
SEDOL: 6175076
- ------------------------------------------------------------------------------------------------------------------------------------
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 UNAPPROPRIATED
RETAINED EARNINGS
2. AMEND THE ARTICLES OF INCORPORATION Management For
3.1 ELECT THE EXECUTIVE DIRECTORS 2 PEOPLE Management For
3.2 ELECT THE OUTSIDE DIRECTORS 3 PEOPLE Management For
4. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
MTEKVISION CO LTD AGM Meeting Date: 03/18/2005
Issuer: Y6146D106 ISIN: KR7074000001
SEDOL: 6726377
- ------------------------------------------------------------------------------------------------------------------------------------
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 DIRECTORS Management For
4. ELECT THE AUDITORS Management For
5. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
6. APPROVE THE REMUNERATION LIMIT FOR THE AUDITORS Management For
7. AMEND THE RETIREMENT BENEFIT PLAN FOR THE DIRECTORS Management For
8. APPROVE THE STOCK OPTION FOR THE STAFF Management For
- ------------------------------------------------------------------------------------------------------------------------------------
NEPES CORPORATION LIMITED AGM Meeting Date: 03/18/2005
Issuer: Y16615109 ISIN: KR7033640004
SEDOL: 6220578, B02PG15
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 15TH FINANCIAL STATEMENT, BALANCE Management For SHEET,
INCOME STATEMENT AND RETA INED EARNINGS
STATEMENT
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. ELECT THE DIRECTORS Management For
4. ELECT THE AUDITORS Management For
5. APPROVE THE PAYMENT LIMIT FOR THE DIRECTORS Management For
6. APPROVE THE PAYMENT LIMIT FOR THE AUDITORS Management For
7. APPROVE TO CHANGE THE SEVERANCE PAYMENT FOR THE Management For
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
SFA ENGINEERING CORPORATION AGM Meeting Date: 03/18/2005
Issuer: Y7676C104 ISIN: KR7056190002
SEDOL: 6430140
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 7TH FINANCIAL STATEMENT, THE BALANCE Management For SHEET,
THE INCOME STATEMENT A ND RETAINED EARNINGS
STATEMENT
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. ELECT THE DIRECTORS Management For
4. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
5. APPROVE THE REMUNERATION LIMIT FOR THE AUDITORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SSANGYONG MOTOR CO AGM Meeting Date: 03/25/2005
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. ELECT THE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
4. AMEND THE RETIREMENT BENEFIT PLAN FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
DENIZBANK A S OGM Meeting Date: 03/28/2005
Issuer: M27877105 ISIN: TREDZBK00015 BLOCKING
SEDOL: B02ZW62, B03MR01, B03N0Q1
- ------------------------------------------------------------------------------------------------------------------------------------
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, DISCUSS AND APPROVE THE REPORTS OF THE Management BOARD OF
DIRECTORS, THE AUDITO RS AND THE INDEPENDENT
EXTERNAL AUDIT FIRM (KPMG CEVDET SUNER DENETIM
VE YEMIN LI MALI MUSAVIRLIK A.S.) ON THE YEAR
2004 ACTIVITY AND ACCOUNTS TOGETHER WITH THE
YEAR 2004 BALANCE SHEET AND PROFIT AND LOSS STATEMENTS
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE AUDITORS
FOR THEIR ACTIVITIE S IN THE YEAR
2004
5. APPOINT THE AUDITORS AND DETERMINE THEIR TERM Management IN OFFICE
6. DETERMINE THE ATTENDANCE FEE AND REMUNERATION Management OF THE
AUDITORS
7. DECIDE ON THE YEAR 2004 BALANCE SHEET PROFITS Management
8. RATIFY THE APPOINTMENT OF KPMG - AKIS SERBEST Management MUHASEBECI
MALI MUSAVIRLIK A.S. AS THE EXTERNAL
AUDIT FIRM PURSUANT TO THE COMMUNIQUE ON THE
PRINCIPLES OF I NDEPENDENT AUDIT AND RELATED
COMMUNIQUE OF THE CAPITAL MARKET COMMITTEE
9. 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 WITH
THE EXCEPTION OF THE SUBJECTS IN BANKING LAW
NO. 4389
10. APPROVE THE ISSUANCE OF DEBT INSTRUMENTS Management
11. WISHES AND SUGGESTIONS Other
- ------------------------------------------------------------------------------------------------------------------------------------
HANA BANK AGM Meeting Date: 03/28/2005
Issuer: Y7642S100 ISIN: KR7002860005
SEDOL: 6076470, 6795333, B05HY92
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 64TH BALANCE SHEET AND INCOME STATEMENT Management For
2. APPROVE THE 64TH PROPOSED DISPOSITION FOR RETAINED Management For
EARNING
3. AMEND THE ARTICLES OF INCORPORATION Management For
4.1 ELECT THE DIRECTORS Management For
4.2 ELECT A MEMBER FOR THE AUDIT COMMITTEE Management For
5. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
6. APPROVE THE SETTING UP OF STOCK PURCHASE OPTION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KOREA GAS CORP AGM Meeting Date: 03/28/2005
Issuer: Y48861101 ISIN: KR7036460004
SEDOL: 6182076, B06NVM1
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management
2.1 ELECT THE EXECUTIVE DIRECTOR Management
2.2 ELECT THE NON-EXECUTIVE DIRECTOR Management
2.3 ELECT THE NON-EXECUTIVE DIRECTOR Management
3. APPROVE THE LIMIT OF REMUNERATION FOR DIRECTORS Management
4. APPROVE THE LIMIT OF REMUNERATION FOR AUDITORS Management
5. AMEND THE CONTRACT FOR MANAGEMENT OF CHIEF EXECUTIVE Management
OFFICER
6. APPROVE THE BUSINESS OBJECTIVES FOR BUSINESS Management YEAR 2005
- ------------------------------------------------------------------------------------------------------------------------------------
KOREA GAS CORP AGM Meeting Date: 03/28/2005
Issuer: Y48861101 ISIN: KR7036460004
SEDOL: 6182076, B06NVM1
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 219362 DUE TO A CHANGE IN THE NUMBERING OF
RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK Y OU.
1. APPROVE THE FINANCIAL STATEMENTS Management
2. APPOINT THE DIRECTORS Management
3. APPROVE THE LIMIT OF REMUNERATION FOR THE DIRECTORS Management
4. APPROVE THE LIMIT OF REMUNERATION FOR THE AUDITORS Management
5. AMEND THE CONTRACT FOR MANAGEMENT OF CHIEF EXECUTIVE Management
OFFICER
6. APPROVE THE BUSINESS OBJECTIVES FOR BUSINESS Management YEAR 2005
- ------------------------------------------------------------------------------------------------------------------------------------
CHAROEN POKPHAND FOODS PUBLIC CO LTD AGM Meeting Date: 04/04/2005
Issuer: Y1296K117 ISIN: TH0101010Z14
SEDOL: 6410852, B05MWQ0, B05PCC5
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE MINUTES OF THE EXTRAORDINARY SHAREHOLDER Management For S
GENERAL MEETING NO. 1/200 4
2. ACKNOWLEDGE THE REPORT ON THE COMPANY S OPERATIONS Management For FOR
THE YEAR 2004
3. APPROVE THE BALANCE SHEET AND THE PROFIT AND Management For LOSS
STATEMENT FOR THE YE 31 DEC 2004
4. ACKNOWLEDGE THE INTERIM DIVIDEND PAYMENT DURING Management For THE
YEAR 2004
5. APPROVE THE APPROPRIATION OF PROFIT AND THE OMISSION Management For OF
AN ANNUAL DIVIDEND PAY MENT FOR THE YEAR 2004
6. APPOINT THE DIRECTORS, IN PLACE OF THOSE WHO Management For RETIRES BY
ROTATION
7. APPOINT THE COMPANY S AUDITORS AND APPROVE TO Management For FIX THE
REMUNERATION FOR THE YEA R 2005
8. OTHER BUSINESS Other Against
* PLEASE NOTE THAT PARTIAL AND SPLIT VOTING ARE Non-Voting Non-Vote Proposal
ALLOWED FOR THIS MEETING. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
PTT EXPLORATION AND PRODUCTION PUBLIC CO LTD AGM Meeting Date: 04/05/2005
Issuer: Y7145P132 ISIN: TH0355010Z16
SEDOL: 4466891, 6290333
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MINUTES OF THE 2004 GENERAL SHAREHOLDER Management For
S MEETING
2. ACKNOWLEDGE THE COMPANY S PERFORMANCE FOR THE Management For YEAR 2004
AND APPROVE THE 2004 F INANCIAL STATEMENTS
3. APPROVE THE 2004 DIVIDEND PAYMENT OF THB 9 PER Management For
SHARE TO SHAREHOLDERS
4. APPOINT THE NEW DIRECTORS IN REPLACEMENT OF THE Management For 5
DIRECTORS WHO ARE DUE TO RET IRE BY ROTATION
5. APPROVE TO ADJUST THE DIRECTORS REMUNERATION Management For
6. APPOINT THE AUDITOR AND APPROVE TO SET HIS/HER Management For
REMUNERATION
7.1 APPROVE THAT THE DIRECTOR MUST OWE FIDUCIARY Management For
DUTY AND PERFORM DIRECTOR RESPONS IBILITY FOR
THE COMPANY AND MUST NOT BEING ALLEGED FOR BREACH
OF DUTY, NEGLECT , OMISSIONS OR GROSS NEGLIGENT
7.2 APPROVE THAT THE DIRECTORS ARE BEING INDEMNIFIED Management For
OR CLAIMED
7.3 APPROVE THAT THE COMPANY WILL PROTECT THE DIRECTOR Management For
BY PAYING FOR ALL CONCERNED EXPENSES AND LOSS
(IF ANY)
7.4 APPROVE THAT THE COMPANY WILL PROTECT THE RETIRED Management For
DIRECTOR UNTIL THE END OF TH E CLAIMS
8. APPROVE THE ISSUANCE AND OFFERING OF 2.8 MILLION Management For UNITS
OF WARRANTS TO PURCHASE THE COMPANY S COMMON
SHARES FOR MANAGEMENT AND EMPLOYEES FOR THE YEAR
2005
9. APPROVE THE ALLOTMENT OF THE 2.8 MILLION SHARES, Management For
REGISTERED IN THE YEAR 2002 A ND IN THE YEAR
1998, RESERVED FOR THE EXERCISE OF RIGHT UNDER
WARRANTS ISSUED FOR THE MANAGEMENT AND EMPLOYEES
FOR THE YEAR 2005, AS PROPOSED IN RESOLUTION 8
10. OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
BANGKOK BANK PUBLIC CO LTD AGM Meeting Date: 04/12/2005
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 11TH AGM HELD ON 09 Management For
APR 2004
2. ACKNOWLEDGE THE REPORTS ON THE RESULTS OF OPERATIONS Management For
FOR THE YEAR 2004 AS PRES ENTED IN THE ANNUAL
REPORT
3. ACKNOWLEDGE THE REPORT OF THE AUDIT COMMITTEE Management For
4. APPROVE THE BALANCE SHEET AND THE INCOME STATEMENT Management For FOR
THE YEAR 2004
5. APPROVE THE APPROPRIATION OF THE PROFIT AND PAYMENT Management For OF
DIVIDEND FOR THE YEAR 2 004
6. ELECT THE DIRECTOR(S) IN PLACE OF THOSE RETIRING Management For BY
ROTATION
7. APPOINT THE AUDITORS AND DETERMINE THE REMUNERATION Management For
8. APPROVE THE AMENDMENT TO CLAUSE 4 THE REGISTERED Management For
CAPITAL OF THE BANK OF THE BANK S MEMORANDUM
OF ASSOCIATION
9. APPROVE THE RECONSIDERATION OF THE RESOLUTIONS Management Against
REGARDING THE ALLOCATIONS OF SH ARES AND ISSUANCE
OF VARIOUS TYPES OF THE BANK S SECURITIES
10. OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
THAI OLEFINS PUBLIC CO LTD AGM Meeting Date: 04/19/2005
Issuer: Y8693U127 ISIN: TH0741010019
SEDOL: 6708751, B05PJY6
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MINUTES OF THE 2004 ORDINARY SHAREHOLDERS Management For
MEETING HELD ON 23 APR 2 004
2. APPROVE THE COMPANY S BUSINESS OPERATING RESULTS Management For FOR
THE YEAR 2004 AND THE REC OMMENDATION FOR
THE COMPANY S BUSINESS PLAN
3. APPROVE THE COMPANY S FINANCIAL STATEMENTS INCLUDING Management For
THE BALANCE SHEET AND TH E INCOME STATEMENT
FOR THE YE 31 DEC 2004
4. APPROVE THE APPROPRIATION OF PROFIT, RESERVE Management For CASH AND
DIVIDEND FOR THE 2004 OP ERATING RESULTS
5. ELECT THE NEW DIRECTORS TO REPLACE THOSE WHO Management For ARE DUE TO
RETIRE BY ROTATION AND TO GIVE THE
POWER OF AUTHORITY OF THE DIRECTORS
6. APPROVE THE DIRECTORS REMUNERATIONS Management For
7. APPOINT THE AUDITOR AND APPROVE TO FIX THE ANNUAL Management For
FEE FOR 2005
8. ANY OTHER ISSUES IF ANY Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD AGM Meeting Date: 05/10/2005
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE 2004 BUSINESS OPERATIONS Management
1.2 RECEIVE THE AUDITED REPORTS Management
1.3 RECEIVE THE STATUS OF ASSET ACQUISITION OR DISPOSAL Management
1.4 RECEIVE THE STATUS OF ENDORSEMENT AND GUARANTEE Management
1.5 RECEIVE THE STATUS OF PURCHASING TREASURY STOCKS Management
2.1 ACKNOWLEDGE THE 2004 BUSINESS REPORTS AND THE Management
FINANCIAL STATEMENTS
2.2 APPROVE THE 2004 PROFIT DISTRIBUTION; PROPOSED Management
CASH DIVIDEND: TWD 2 PER SHARE
2.3 APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management
EARNINGS AND STAFF BONUS; PRO POSED STOCK DIVIDEND:
50 FOR 1,000 SHARES HELD
2.4 AMEND THE ARTICLES OF INCORPORATION Management
- ------------------------------------------------------------------------------------------------------------------------------------
FORMOSA PLASTICS CORP AGM Meeting Date: 05/23/2005
Issuer: Y26095102 ISIN: TW0001301000
SEDOL: 6348544
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT ON 2004 BUSINESS OPERATIONS Management
2. RECEIVE THE FINANCIAL STATEMENT FOR THE YEAR Management 2004 AND
APPROVE THE DISTRIBUTION OF PROFIT AND
CASH DIVIDEND OF TWD 3.6 PER SHARE
3. APPROVE THE ISSUANCE OF NEW SHARES; STOCK DIVIDEND: Management 90 FOR
1,000 SHARES HELD
4. AMEND THE ARTICLES OF INCORPORATION Management
5. OTHER ISSUES Other
- ------------------------------------------------------------------------------------------------------------------------------------
CATHAY FINANCIAL HOLDING COMPANY LTD AGM Meeting Date: 06/03/2005
Issuer: Y11654103 ISIN: TW0002882008
SEDOL: 6425663
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORTING ISSUE Management
2. ACKNOWLEDGE 2004 AUDITED FINANCIAL STATEMENT Management
3. APPROVE THE DISTRIBUTION OF 2004 EARNINGS Management
4. ANY OTHER BUSINESS Other
Vote Summary Report (Long)
07/01/04 to 06/30/05
KT&G Corp. Shares Voted 53,800 Security
Meeting Date 3/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Appropriation of Income and Dividends of KRW 1600
1 Per Share Mgmt For For
Amend Articles of Incorporation to Expand Permitted
2 Business Objectives Mgmt For For
3.1 Elect Two Executive Directors Mgmt For For
3.2 Elect Three Outside Directors Mgmt For For
4 Approve Limit on Remuneration of Directors Mgmt For For
Denizbank A.S. Shares Voted 0 Security M27877105
Meeting Date 3/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Elect Presiding Council of Meeting Mgmt For
2 Authorize Presiding Council to Sign Minutes of Meeting Mgmt For
3 Accept Financial Statements and Statutory Reports Mgmt For
4 Approve Discharge of Board and Internal Auditors Mgmt For
5 Elect Internal Auditors and Determine Their Terms of Office Mgmt For
6 Approve Remuneration of Internal Auditors Mgmt For
7 Approve Allocation of Income Mgmt For
Ratify KPMG - Akis Serbest Muhasebeci Mali Musavirlik A.S.
8 as Independent External Auditors Mgmt For
Grant Permission for Board Members to Engage in Commercial
Transactions with Company and Be Involved with Companies
9 with Similar Corporate Purpose Mgmt For
10 Authorize Issuance of Bonds and/or Commercial Papers Mgmt For
11 Wishes
SEOUL SEMICONDUCTOR CO LTD Shares Voted 93,356 Security
Meeting Date 3/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Financial Statements Mgmt For For
Approve Appropriation of Income and Dividends of KRW 295
2 Per Share Mgmt For For
3 Elect Directors Mgmt For For
4 Approve Limit on Remuneration of Directors Mgmt For For
5 Approve Limit on Remuneration of Auditors Mgmt For For
Bancolombia (Formerly
Banco Industrial
Colombiano) Shares Voted 81,400 Security 05968L102
Meeting Date 3/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting For Holders of ADR's
APPROVAL OF (A) THE MERGER AGREEMENT BY THE COMPANY
WITH CONAVI AND CORFINSURA, AS SUCH MERGER AGREEMENT
MAY BE AMENDED, AND THE SUBSEQUENT MERGER OF THE
THREE ENTITIES WITH THE COMPANY BEING THE SURVIVING
ENTITY, AND (B) THE
1 CORRESPONDING ISSUANCE OF BA Mgmt For For
KOREA GAS Shares Voted 23,300 Security
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Appropriation of Income and Dividends of KRW 2000
1 Per Share Mgmt For For
2 Elect Directors Mgmt For Against
3 Approve Limit on Remuneration of Directors Mgmt For For
4 Approve Limit on Remuneration of Auditors Mgmt For For
5 Amend Contract with Company President Mgmt For For
6 Approve Management Goals for 2005 Mgmt For For
7 Approve Dismissal of President Mgmt For Against
PORTO SEGURO SA Shares Voted 159,000 Security P7905C107
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Ratify Interest Over Capital Mgmt For For
4 Elect Board of Directors; Nominate Chairman and Co-Chairman Mgmt For For
5 Approve Aggregate Annual Remuneration of Directors Mgmt For For
C.A. Nacional Telefonos Shares Voted Security
De Venezuela (Cantv) 84,800 204421101
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting For Holders of ADR's
THE APPROVAL OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS
1 OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004. Mgmt For For
THE APPROVAL OF THE PAYMENT OF AN ORDINARY DIVIDEND FOR
2 2005 OF BS. 505 PER SHARE REPRESENTING US$ 1.64 PER ADS. Mgmt For For
ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL) AND VICENTE LLATAS
3 (ALTERNATE) Mgmt For For
ELECTION OF: DANIEL C. PETRI (PRINCIPAL) AND MIKE PAWLOWSKI
4 (ALTERNATE) Mgmt For For
ELECTION OF: JOHN LACK (PRINCIPAL) AND CHARLES FALLINI
5 (ALTERNATE) Mgmt For For
ELECTION OF: EDWARD MCQUAID (PRINCIPAL) AND LUIS ESTEBAN
6 PALACIOS (ALTERNATE) Mgmt For For
ELECTION OF: RUTH DE KRIVOY (PRINCIPAL) AND VICTOR VERA
7 (ALTERNATE) Mgmt For For
ELECTION OF: RICARDO HAUSMANN (PRINCIPAL) AND GERMAN GARCIA
8 VELUTINI (ALTERNATE) Mgmt For For
ELECTION OF: LORENZO MENDOZA GIMENEZ (PRINCIPAL) AND PELAYO
9 DE PEDRO (ALTERNATE) Mgmt For For
APPROVAL OF ESPINEIRA, SHELDON Y ASOCIADOS- MEMBER FIRM OF
10 PRICEWATERHOUSECOOPERS, AS EXTERNAL AUDITORS FOR 2005. Mgmt For For
Elect Supervisory Board (and Alternates) and Fix Their
11 Remuneration Mgmt For For
AUTHORIZATION OF ISSUANCE OF BONDS AND COMMERICAL PAPERS
12 FOR 2005. Mgmt For For
Petroleo Brasileiro Shares Voted 63,100 Security 71654V408
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL STATEMENTS
1 AND AUDIT COMMITTEE S OPINION FOR THE FISCAL YEAR 2004. Mgmt For For
APPROVAL OF THE CAPITAL EXPENDITURES BUDGET FOR THE FISCAL
2 YEAR 2005. Mgmt For For
APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR
3 2004. Mgmt For For
APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD OF
DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE MAJORITY OF
4 THE SHAREHOLDERS AT THE MEETING. Mgmt For For
APPROVAL OF THE ELECTION OF THE CHAIRMAN OF THE BOARD OF
5 DIRECTORS. Mgmt For For
APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION OF
MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT COMMITTEE, AS
WELL AS THEIR PARTICIPATION IN THE PROFITS PURSUANT TO
6 ARTICLES 41 AND 56 OF THE COMPANY S BYLAWS. Mgmt For Against
Compania De Minas Shares Voted Security
Buenaventura S.A. 147,700 204448104
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET, PROFIT AND
LOSS STATEMENT AND OTHER FINANCIAL STATEMENTS OF THE YEAR
1 ENDED DECEMBER 31, 2004. Mgmt For For
DELEGATION TO THE AUDIT COMMITTEE OF THE DESIGNATION OF THE
2 EXTERNAL AUDITORS FOR THE YEAR 2005. Mgmt For For
3 DISTRIBUTION OF DIVIDENDS. Mgmt For For
AMENDMENT TO THE ARTICLE 33 OF THE COMPANY S BY-LAWS IN
4 ORDER TO HOLD VIRTUAL MEETINGS. Mgmt For For
5 ELECTION OF THE BOARD OF DIRECTORS FOR THE PERIOD 2005-2007. Mgmt For For
Charoen Pokphand Foods Shares Voted Security
PCL (CP Feedmill Co. Ltd.) 1,306,400
Meeting Date 4/4/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous EGM Mgmt For For
2 Accept Directors' Report Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Acknowledge the Interim Dividend Payments Mgmt For For
Approve Allocation of Income and Omission of Annual
5 Dividends Mgmt For For
6 Elect Directors Mgmt For For
Approve Auditors and Authorize Board to Fix Their
7 Remuneration Mgmt For For
8 Other Business Mgmt For Against
PTT Exploration & Shares Voted Security
Production 86,000 Y7145P132
Meeting Date 4/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous AGM Mgmt For For
2 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Dividend of Baht 9 per
3 Share Mgmt For For
4 Elect Directors Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
Approve Auditor General as Auditors and Authorize Board to
6 Fix Their Remuneration Mgmt For For
Approve the Principle for the Company to Provide Directors
7 Protection Against Liability Claim Mgmt For For
Approve Issuance of 2.8 Million Units of Warrants to
8 Directors, Employees, and Advisors of the Company Mgmt For For
Approve the Issuance of 2.8 Million Shares Reserved
9 Exclusively for the Conversion of Warrants Mgmt For For
10 Other Business Mgmt For Against
Bezeq The Israeli Telecom Shares Voted Security
Corp 842,000 M2012Q100
Meeting Date 4/6/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Amend Articles Re: Following Sale of Israeli Government
Holdings in Company, Company will not be Bound by
1 Regulations Concerning Governmental Companies Mgmt For For
Approve Director/Officer Liability and Indemnification
2 Insurance Mgmt For Against
3 Approve Severance Payment for Board Chair M. Mazar Mgmt For For
True Corporation PCL
(formerly Telecom Asia
Corp. Plc) Shares Voted 2,496,100 Security Y3187S100
Meeting Date 4/7/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous EGM Mgmt For For
2 Accept Directors' Report Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Allocation of Income and Omission of Dividends Mgmt For For
5 Elect Directors Mgmt For For
Approve PricewaterhouseCoopers ABAS Limited as Auditors and
6 Authorize Board to Fix Their Remuneration Mgmt For For
7 Other Business Mgmt For Against
Hurriyet Gazete Shares Voted 0 Security M5316N103
Meeting Date 4/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Elect Presiding Council of Meeting Mgmt For
2 Authorize Presiding Council to Sign Minutes of Meeting Mgmt For
3 Accept Board and Statutory Reports Mgmt For
4 Approve Donations Made in Financial Year 2004 Mgmt For
5 Accept Financial Statements Mgmt For
6 Approve Discharge of Board and Internal Auditors Mgmt For
7 Approve Allocation of Income Mgmt For
8 Elect Directors for 2005 Fiscal Year Mgmt For
9 Elect Internal Auditors for 2005 Fiscal Year Mgmt For
10 Approve Remuneration of Directors and Internal Auditors Mgmt For
Grant Permission for Board Members to Engage in Commercial
Transactions with Company and Be Involved with Companies
11 with Similar Corporate Purpose Mgmt For
12 Ratify Independent External Auditors Mgmt For
Bangkok Bank Shares Voted 915,600 Security Y0606R119
Meeting Date 4/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous AGM Mgmt For For
2 Accept Directors' Report Mgmt For For
3 Accept Report of the Audit Committee Mgmt For For
4 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Final Dividend of Baht
5 1.00 per Share Mgmt For For
6 Elect Directors Mgmt For For
Approve Deloitte Touche Tohmatsu Jaiyos as Auditors and
7 Authorize Board to Fix Their Remuneration Mgmt For For
Amend Memorandum of Association Re: Conversion of 213,345
8 of Class A Preferred Shares Mgmt For For
Approve the Reconsideration of Resolutions Regarding the
Allocation of Shares and Issuance of Various Types of the
9 Bank's Securities Mgmt For Against
10 Other Business Mgmt For Against
THAI OLEFINS PUBLIC CO LTD Shares Voted 1,348,300 Security Y8693U127
Meeting Date 4/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous AGM Mgmt For For
2 Accept Directors' Report Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Dividend of Baht 3 per
4 Share Mgmt For For
5 Elect Directors Mgmt For For
6 Approve Remuneration of Directors Mgmt For For
Approve KPMG Phoomchai Audit Limited as Auditors and
7 Authorize Board to Fix Their Remuneration Mgmt For For
8 Other Business Mgmt For Against
Anglo American PLC
(formerly Anglo Ame.
Corp. of S. Africa L Shares Voted 142,955 Security G03764100
Meeting Date 4/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend of 51 US Cents Per Share Mgmt For For
3 Elect R Medori as Director Mgmt For For
4 Elect R Alexander as Director Mgmt For For
5 Elect D Hathorn as Director Mgmt For For
6 Elect S Thompson as Director Mgmt For For
7 Re-elect R Godsell as Director Mgmt For For
8 Re-elect A Trahar as Director Mgmt For For
9 Re-elect K Van Miert as Director Mgmt For For
10 Reappoint Deloitte & Touche LLP as Auditors of the Company Mgmt For For
11 Authorise Board to Fix Remuneration of the Auditors Mgmt For For
12 Approve Remuneration Report Mgmt For For
Authorise Issue of Equity or Equity-Linked Securities with
Pre-emptive Rights up to Aggregate Nominal Amount of USD
13 248,500,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked Securities
without Pre-emptive Rights up to Aggregate Nominal Amount
14 of USD 37,250,000 Mgmt For For
15 Authorise 149,000,000 Shares for Market Purchase Mgmt For For
Tata Motors Ltd. Shares Voted 210,400 Security Y85740143
Meeting Date 4/26/2005 Meeting Type CRT
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Scheme of Amalgamation with Tata Finance Ltd. Mgmt For For
Thai Union Frozen Products Shares Voted 2,262,500 Security Y8729T169
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous AGM Mgmt For For
2 Accept Directors' Report Mgmt For For
Accept Financial Statements, and Allocation of Income and
3 Dividends Mgmt For For
4 Elect Directors and Fix Their Remuneration Mgmt For For
Approve Auditors and Authorize Board to Fix Their
5 Remuneration Mgmt For For
6 Other Business Mgmt For Against
Companhia Vale Do Rio Doce Shares Voted 104,400 Security 204412100
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPRECIATION OF THE MANAGEMENT S REPORT AND ANALYSIS,
DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE
1 FISCAL YEAR ENDING DECEMBER 31, 2004. Mgmt For For
PROPOSAL FOR THE DESTINATION OF THE PROFITS OF THE SAID
FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET OF THE
2 COMPANY. Mgmt For For
3 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Mgmt For For
4 ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL. Mgmt For For
ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR MANAGEMENT
5 AND FISCAL COUNCIL MEMBERS. Mgmt For For
PROPOSAL FOR THE INCREASE OF CAPITAL, VIA CAPITALIZATION OF
RESERVES, WITHOUT ISSUE OF SHARES, AND WITH THE CONSEQUENT
ALTERATION OF THE MAIN SECTION OF ARTICLE 5 OF THE COMPANY
6 BYLAWS. Mgmt For For
7 NEW VERSION OF CVRD S DIVIDEND POLICY. Mgmt For For
People's Food Holdings Ltd Shares Voted 1,647,700 Security G7000R108
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Adopt Financial Statements and Directors' and Auditors'
1 Reports for the Year Ended December 31, 2004 Mgmt For For
2 Declare Final Dividend of RMB0.112 Per Share Mgmt For For
3 Reelect Ming Kam Sing as Director Mgmt For Against
4 Reelect Chng Hee Kok as Director Mgmt For For
Approve Directors' Fees of RMB731,000 for the Year Ended
5 December 31, 2004 (2003: RMB731,000) Mgmt For For
Reappoint Grant Thornton as Auditors and Authorize Board to
6 Fix Their Remuneration Mgmt For For
7 Approve Issuance of Shares without Preemptive Rights Mgmt For For
8 Authorize Share Repurchase Program Mgmt For For
PETRA FOODS LTD Shares Voted 407,600 Security Y6804G102
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Adopt Financial Statements and Directors' and Auditors'
1 Reports Mgmt For For
Declare Final Tax-Exempt Dividend of $0.0056 or SGD 0.0092
2 Per Share for the Year Ended Dec 31, 2004 Mgmt For For
3 Reelect Josephine Price as Non-Independent Director Mgmt For For
Reappoint PricewaterhouseCoopers as Auditors and Authorize
4 Board to Fix Their Remuneration Mgmt For For
5 Approve Issuance of Shares without Preemptive Rights Mgmt For For
Approve Issuance of Shares and Grant of Options Pursuant to
the Petra Foods Share Option Scheme and Petra Foods Share
6 Incentive Plan Mgmt For Against
7 Approve Mandate for Transactions with Related Parties Mgmt For For
Cemex S.A. Shares Voted 43,300 Security 151290889
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
PRESENTATION, DISCUSSION AND, IF APPLICABLE,
APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2004, AS REQUIRED BY THE
MEXICAN CORPORATION LAW AND THE SECURITIES MARKET
LAW, AFTER PRESENTATION OF THE
1 REPORTS. Mgmt For For
PROPOSAL FOR THE ALLOCATION OF PROFITS AND THE MAXIMUM
AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY
2 SHARES. Mgmt For For
PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY IN
ITS VARIABLE PORTION THROUGH CAPITALIZATION CHARGED AGAINST
RETAINED EARNINGS, SUBMITTED FOR CONSIDERATION OF THE
3 SHAREHOLDERS AT THE MEETING. Mgmt For For
APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, ACCORDING
4 TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED FOR CONSIDERATION. Mgmt For For
COMPENSATION OF DIRECTORS AND STATUTORY AUDITORS, ACCORDING
5 TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED FOR CONSIDERATION. Mgmt For For
APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS
6 ADOPTED AT THE MEETING. Mgmt For For
PROPOSAL TO SPLIT EACH OF THE COMPANY S SERIES A AND SERIES
B SHARES CURRENTLY OUTSTANDING INTO TWO NEW SHARES OF THE
SAME SERIES AND TYPE OF CAPITAL, FIXED OR VARIABLE, AND TO
AMEND ARTICLE 6 OF THE COMPANY S BY-LAWS OR ESTATUTOS
7 SOCIALES. Mgmt For For
APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS
8 ADOPTED AT THE MEETING. Mgmt For For
OTP Bank RT Shares Voted 0 Security X60746181
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Board of Directors Report on Company's Activities
in 2004; Approve Financial Statements; Approve Allocation
1 of Income Proposal Mgmt For
Approve Supervisory Board Report on Its Activities in 2004
and on Financial Statements; Approve Supervisory Board
2 Report on Allocation of Income Proposal Mgmt For
3 Approve Auditor's Report Mgmt For
Approve Board of Directors Report on Bank's Business Policy
4 for 2005 Mgmt For
Approve Auditors and Authorize Board to Fix Their
5 Remuneration Mgmt For
6 Elect Supervisory Board Mgmt For
Approve Remuneration of Board of Directors and Supervisory
7 Board Members Mgmt For
8 Amend Regulations on Supervisory Board Mgmt For
9 Approve Stock Option Plan for Management Mgmt For
10 Amend Articles of Association Mgmt For
11 Authorize Share Repurchase Program Mgmt For
Perdigao S.A. Shares Voted 82,700 Security P7704H117
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual and Special Meeting Agenda - Preferred Shareholders
Are Entitled to Vote on Item 4
Accept Financial Statements and Statutory Reports and
1 Approve Allocation of Income and Dividends Mgmt For For
2 Amend Arts. 3, 4, 7, 8, 10, 11, 12, 14, 20, 21, 22, and 23 Mgmt For For
3 Elect Members to the Board of Directors Mgmt For For
4 Elect Supervisory Board Members Mgmt For For
Approve Remuneration of Directors and Supervisory Board
5 Members Mgmt For For
Authorize Increase in Capital to BRL 800 Million from BRL
6 490 Million Through Capitalization of Reserves Mgmt For For
7 Designate Newspaper to Publish Meeting Announcements Mgmt For For
CPFL ENERGIA S A Shares Voted 23,100 Security 126153105
Meeting Date 4/29/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
PRESENTATION OF THE MANAGEMENT REPORT, EXAMINE, DISCUSS AND
VOTE ON THE COMPANY S FINANCIAL STATEMENTS, THE REPORT OF
THE INDEPENDENT AUDITORS AND THE REPORT OF THE FISCAL
1 COUNCIL FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Mgmt For For
APPROVE THE PROPOSAL FOR THE APPROPRIATION OF THE NET
INCOME FOR THE FISCAL YEAR 2004 AND THE DIVIDEND
2 DISTRIBUTION. Mgmt For For
ELECT THE STATUTORY MEMBERS AND ALTERNATES TO THE BOARD OF
3 DIRECTORS. Mgmt For For
4 ESTABLISH MANAGEMENT S GLOBAL COMPENSATION. Mgmt For For
ELECT EFFECTIVE MEMBERS AND ALTERNATES TO THE FISCAL
5 COUNCIL AND ESTABLISH THEIR FEES. Mgmt For For
ARTICLE 5: TO RESTATE THE CURRENT MONETARY VALUE AND
6 QUANTITY OF SHARES REPRESENTING THE COMPANY S CAPITAL STOCK. Mgmt For Against
ARTICLE 20: TO REDUCE THE TERM OF OFFICE OF THE BOARD OF
7 EXECUTIVE OFFICERS FROM 3 TO 2 YEARS. Mgmt For Against
Sistema AFK Shares Voted 172,500 Security 48122U105
Meeting Date 4/29/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
1 RESOLUTION: Elect 4 Members to Counting Commission Mgmt For For
RESOLUTION: Elect Alexander Semenov, Evgeny Tulupov, Andrey
2 Bonsovich, Larisa Lapteva as Members of Counting Commission Mgmt For For
3 RESOLUTION: Amend Charter: Increase in Share Capital Mgmt For For
RESOLUTION: Approve Regulations on Board of Directors Re:
4 Liability of Board of Directors Mgmt For Against
Boehler-Uddeholm Ag Shares Voted 0 Security A1071G105
Meeting Date 5/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
2 Approve Allocation of Income Mgmt For
3 Approve Discharge of Management and Supervisory Boards Mgmt For
4 Approve Remuneration of Supervisory Board Members Mgmt For
5 Ratify Auditors Mgmt For
Approve Creation of EUR 18.2 Million Pool of Conditional
6a Capital without Preemptive Rights Mgmt For
6b Amend Articles to Reflect Changes in Capital Mgmt For
TVN S.A. Shares Voted 67,960 Security X9283W102
Meeting Date 5/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
2 Elect Meeting Chairman Mgmt For For
3 Acknowledge Proper Convening of Meeting Mgmt For For
4 Approve Agenda of Meeting Mgmt For For
5 Elect Members of Vote Counting Commission Mgmt For For
6 Receive and Approve Financial Statements Mgmt For For
Receive and Approve Management Board Report on Company's
7 Activities in 2004 Mgmt For For
8 Receive and Approve Consolidated Financial Statements Mgmt For For
9 Receive and Approve Supervisory Board Report Mgmt For For
10 Approve Discharge of Management Board Mgmt For For
11 Approve Discharge of Supervisory Board Mgmt For For
12 Approve Allocation of Income Mgmt For For
Approve Allocation of Funds from Reserve Capital for Share
13 Repurchase Mgmt For For
Accept International Accounting Standards as Official
Accounting Standards for Preparing Company's Financial
14 Statements Mgmt For For
Amend Statute Re: Independent Supervisory Board Members;
Increase Maximum Number of Management Board Members from 7
15 to 8 Mgmt For For
16 Fix Number of Supervisory Board Members Mgmt For For
17 Elect Supervisory Board Mgmt For For
18 Amend Regulations on Supervisory Board Mgmt For Against
19 Approve Remuneration of Supervisory Board Mgmt For For
20 Amend Regulations on General Meetings Mgmt For Against
Incorporate Any Approved Amendments into Text of Statute
21 and Approve Unified Text of Statute Mgmt For For
22 Close Meeting
Taiwan Semiconductor Shares Voted Security
Manufacturing Co. 1,056,282 Y84629107
Meeting Date 5/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Report on Business Operation Results for Fiscal
1.1 Year 2004
1.2 Receive Supervisors' Report
Receive Report on the Acquisition or Disposal of Assets
1.3 with Related Parties for 2004
Receive Report on the Status of Guarantees Provided by the
1.4 Company as of the End of 2004
1.5 Receive Report on the Execution of Treasury Stock Buyback
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 2.00
per Share and Stock Dividend of 50 Shares per 1000 Shares
2.2 Held Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
2.4 Amend Articles of Association Mgmt For For
3 Other Business
Taiwan Semiconductor Shares Voted Security
Manufacturing Co. 228,000 874039100
Meeting Date 5/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
1 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL STATEMENTS. Mgmt For For
2 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2004 PROFITS. Mgmt For For
TO APPROVE THE CAPITALIZATION OF 2004 STOCK DIVIDENDS AND
3 EMPLOYEE PROFIT SHARING (IN STOCK). Mgmt For For
4 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Mgmt For For
Wienerberger AG Shares Voted 3,820 Security A95384110
Meeting Date 5/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
2 Approve Allocation of Income Mgmt For For
3 Approve Discharge of Management and Supervisory Boards Mgmt For For
4 Ratify Auditors Mgmt For For
5 Elect Supervisory Board Members Mgmt For For
Authorize Share Repurchase Program and Reissuance or
6 Cancellation of Repurchased Shares Mgmt For For
China Mobile (Hong Kong) Shares Voted Security
Limited 241,300 16941M109
Meeting Date 5/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS AND THE
1 REPORTS OF THE DIRECTORS AND OF THE AUDITORS. Mgmt For For
TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER
2 2004. Mgmt For For
3 TO RE-ELECT WANG JIANZHOU AS A DIRECTOR. Mgmt For For
4 TO RE-ELECT ZHANG CHENSHUANG AS A DIRECTOR. Mgmt For For
5 TO RE-ELECT LI MOFANG AS A DIRECTOR. Mgmt For For
6 TO RE-ELECT JULIAN MICHAEL HORN-SMITH AS A DIRECTOR. Mgmt For For
7 TO RE-ELECT LI YUE AS A DIRECTOR. Mgmt For For
8 TO RE-ELECT HE NING AS A DIRECTOR. Mgmt For For
9 TO RE-ELECT FRANK WONG KWONG SHING AS A DIRECTOR. Mgmt For For
10 Ratify Auditors Mgmt For For
TO REPURCHASE SHARES IN THE COMPANY NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE EXISTING ISSUED SHARE
11 CAPITAL. Mgmt For For
TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES IN THE
COMPANY NOT EXCEEDING 20% OF THE EXISTING ISSUED SHARE
12 CAPITAL. Mgmt For Against
TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS TO
ISSUE, ALLOT AND DEAL WITH SHARES BY THE NUMBER OF SHARES
13 REPURCHASED. Mgmt For For
China Petroleum & Shares Voted Security
Chemical Corp. 7,740,000 Y15010104
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Report of the Board of Directors Mgmt For For
2 Accept Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Final Dividend Mgmt For For
Appoint PRC and International Auditors, Respectively, and
5 Authorize Board to Fix Their Remuneration Mgmt For For
Approve Feasibility Study Report of Tianjin One Million
6 Tonnes Per Annum Ethylene and Auxiliary Facilities Project Mgmt For Against
Global Bio-Chem Shares Voted Security
Technology Group Co. Ltd. 1,417,500 G3919S105
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Reelect Kong Zhanpeng as Director Mgmt For For
3b Reelect Wang Tieguang as Director Mgmt For For
3c Reelect Li Defa as Director Mgmt For For
3d Authorize Board to Fix the Remuneration of Directors Mgmt For For
Reappoint Auditors and Authorize Board to Fix Their
4 Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked Securities
5 without Preemptive Rights Mgmt For Against
6 Approve Repurchase of Up to 10 Percent of Issued Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For For
Formosa Plastics Shares Voted 610,000 Security Y26095102
Meeting Date 5/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Report on 2004 Business Operation Results
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 3.6
2.2 per Share and Stock Dividend of 90 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
2.4 Amend Articles of Association Mgmt For Against
3 Other Business
CHINA OILFIELD SERVICES Shares Voted Security
LTD 5,878,200 6560995 Y15002101
Meeting Date 5/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend of RMB0.0439 Per Share Mgmt For For
3 Approve Budget for Fiscal Year 2005 Mgmt For For
4 Accept Report of Directors Mgmt For For
5 Accept Report of the Supervisory Committee Mgmt For For
Reelect Fu Chengyu as Director and Authorize Board to Fix
6a the Remuneration Mgmt For For
Reelect Yuan Guangyu as Director and Authorize Board to Fix
6b the Remuneration Mgmt For For
Reelect Yanyan as Director and Authorize Board to Fix the
6c Remuneration Mgmt For For
Reelect Kuang Zhiqiang as Director and Authorize Board to
6d Fix the Remuneration Mgmt For For
Reelect Zhang Benchun as Supervisor and Authorize Board to
6e Fix the Remuneration Mgmt For For
Elect Xiao Jianwen as Supervisor and Authorize Board to Fix
6f the Remuneration Mgmt For For
Reappoint Ernst & Young Hua Ming and Ernst & Young as
Domestic and International Auditors, Respectively, and
7 Authorize Board to Fix Their Remuneration Mgmt For For
Standard Bank Group Ltd Shares Voted 499,400 Security B030GJ7 S80605132
Meeting Date 5/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory Reports for Year
1 Ended December 31, 2004 Mgmt For For
2.1 Approve Remuneration of Group Chairman Mgmt For For
2.2 Approve Remuneration of Group Director Mgmt For For
2.3 Approve Remuneration of Group International Director Mgmt For For
2.4 Approve Remuneration of Group Credit Committee Director Mgmt For For
Approve Remuneration of Directors in Directors' Affairs
2.5 Committee Mgmt For For
Approve Remuneration of Directors in Risk Management
2.6 Committee Mgmt For For
Approve Remuneration of Directors in Group Remuneration
2.7 Committee Mgmt For For
2.8 Approve Remuneration of Directors in Tranformation Committee Mgmt For For
2.9 Approve Remuneration of Directors in Group Audit Committee Mgmt For For
Approve Remuneration of Directors for Ad Hoc Meeting
2.1 Attendance Mgmt For For
3.1 Reelect E. Bradley as Director Mgmt For For
3.2 Reelect D. Cooper as Director Mgmt For For
3.3 Reelect S. Macozoma as Director Mgmt For For
3.4 Reelect R. Menell as Director Mgmt For For
3.5 Reelect C. Ramaphosa as Director Mgmt For For
3.6 Reelect M. Ramphele as Director Mgmt For For
3.7 Reelect M. Shaw as Director Mgmt For For
3.8 Reelect C. Strauss as Director Mgmt For For
4.1 Approve Stock Option Grants to M. Ramphele Mgmt For For
4.2 Approve Standard Bank Equity Growth Scheme Mgmt For For
Place the Standard Bank Equity Growth Scheme Shares under
4.3 Control of Directors Mgmt For For
4.4 Amend Incentive Share Option Scheme Mgmt For For
Place Group Share Incentive Scheme Shares under Control of
4.5 Directors Mgmt For For
Place Authorized But Unissued Shares under Control of
4.6 Directors Mgmt For For
Place Authorized Preference But Unissued Shares under
4.7 Control of Directors Mgmt For For
4.8 Approve Capital Distribution to Shareholders Mgmt For For
Authorize Repurchase of Up to 20 Percent of Issued Share
5 Capital Mgmt For For
Petrochina Co. Ltd. Shares Voted 3,800,000 Security 6226576 Y6883Q104
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Report of the Board of Directors Mgmt For For
2 Accept Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Final Dividend Mgmt For For
Authorize Board to Determine the Distribution of Interim
5 Dividend for 2005 Mgmt For For
Appoint PricewaterhouseCoopers, Certified Public
Accountants as International Auditors and
PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd., Certified
Public Accountants as Domestic Auditors and Authorize Board
6 to Fix Their Remuneration Mgmt For For
Amend Articles Re: Editing Changes, Reports Available to
Shareholders, Voting at Meetings, Nomination of Directors,
Releasing of Notices of Meetings, Material Interest of
7 Directors in Contracts Entered into by the Company Mgmt For For
Approve Issuance of Equity or Equity-Linked Securities
8 without Preemptive Rights Mgmt For Against
9 Other Business (Voting) Mgmt For Against
Shangri-la Asia Ltd. Shares Voted 2,200,000 Securit 6771032 G8063F106
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Reelect Alexander Reid Hamilton as Director Mgmt For For
3b Reelect Lee Yong Sun as Director Mgmt For For
3c Reelect Tow Heng Tan as Director Mgmt For For
3d Reelect Ye Longfei as Director Mgmt For For
Approve Remuneration of Directors Including Fees for the
4 Audit and Remuneration Committees Mgmt For For
Reappoint PricewaterhouseCoopers as Auditors and Authorize
5 Board to Fix Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked Securities
6a without Preemptive Rights Mgmt For Against
6b Approve Repurchase of Up to 10 Percent of Issued Capital Mgmt For For
6c Authorize Reissuance of Repurchased Shares Mgmt For For
Amend Bylaws Re: Voting at Meetings, Retirement by Rotation
7 of Directors Mgmt For For
CHINA RESOURCES POWER Shares Voted Security
HOLDINGS CO LTD 4,056,000 6711566 Y1503A100
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Reelect Song Lin as Director Mgmt For For
3b Reelect Wang Shuai Ting as Director Mgmt For For
3c Reelect Shen Zhong Min as Director Mgmt For For
3d Reelect Tang Cheng as Director Mgmt For For
3e Reelect Zhang Shen Wen as Director Mgmt For For
3f Reelect Jiang Wei as Director Mgmt For Against
3g Reelect Fong Ching, Eddy as Director Mgmt For For
3h Reelect Anthony H. Adams as Director Mgmt For For
3i Reelect Wu Jing Ru as Director Mgmt For For
3j Fix Remuneration of Directors Mgmt For For
Reappoint Deloitte Touche Tohmatsu as Auditors and
4 Authorize Board to Fix Their Remuneration Mgmt For For
5 Approve Repurchase of Up to 10 Percent of Issued Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked Securities
6 without Preemptive Rights Mgmt For Against
7 Authorize Reissuance of Repurchased Shares Mgmt For For
Amend Articles Re: Appointment and Retirement by Rotation
8 of Directors Mgmt For For
XAC Automation Corp Shares Voted 821,000 Security Y9721V103
Meeting Date 5/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on Indirect Investments in Mainland China
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 2.5
2.2 per Share and Stock Dividend of 50 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
2.4 Amend Articles of Association Mgmt For Against
Amend Procedures Governing the Acquisition or Disposal of
2.5 Assets Mgmt For Against
3 Other Business Mgmt For Against
Nepes Corp. (formerly Shares Voted Security
Clean Creative Co) 904 6220578 Y16615109
Meeting Date 5/27/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Amend Articles of Incorporation To Expand Business
Objectives; To Raise Limits Of Convertibles Issuance; To
1 Add Semi-Annual Dividends Mgmt For For
CVS Bay Area Inc. Shares Voted 915,600 Security 2687
Meeting Date 5/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the Following
1 Dividends: Interim JY 10, Final JY 3.5, Special JY 0 Mgmt For For
2.1 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
2.3 Elect Director Mgmt For For
2.4 Elect Director Mgmt For For
2.5 Elect Director Mgmt For For
2.6 Elect Director Mgmt For For
3.1 Appoint Internal Statutory Auditor Mgmt For For
3.2 Appoint Internal Statutory Auditor Mgmt For For
THAI OLEFINS PUBLIC CO LTD Shares Voted 3,182,200 Security 6708751 Y8693U127
Meeting Date 6/3/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Authorize Issuance of Debentures not exceeding $300 Million Mgmt For For
Zyxel Communications Shares Voted 636,000 Security Y9894L106
Meeting Date 6/3/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on Business Status
1.2 Receive Report on 2004 Business Operation Results
1.3 Receive Supervisors' Report
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 1.8
2.2 per Share and Stock Dividend of 140 per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.1 Profit Sharing Mgmt For For
3.2 Amend Articles of Association Mgmt For Against
Approve Release of Restrictions of Competitive Activities
4 of Directors Mgmt For For
5 Other Business Mgmt For Against
CATHAY FINANCIAL HOLDING Shares Voted Security
COMPANY 539,000 Y11654103
Meeting Date 6/3/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 2.50
2.2 per Share Mgmt For For
Approve Release of Restrictions of Competitive Activities
3.1 of Directors Mgmt For For
3.2 Amend Articles of Association Mgmt For Against
4 Other Business Mgmt For Against
Samsung Securities Co. Shares Voted Security
Ltd. 22,830 Y7486Y106
Meeting Date 6/3/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Appropriation of Income and a Dividend of KRW 400
1 Per common Share Mgmt For For
Amend Articles of Incorporation Re: Expansion of Permitted
2 Business Objectives Mgmt For For
3 Elect a Director Mgmt For For
4 Elect a Member of Audit Committee Mgmt For For
5 Approve Limit on Remuneration of Directors Mgmt For For
PT INDOSAT, Indonesian Shares Voted Security
Satellite Corporation 23,800 744383100
Meeting Date 6/8/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
TO APPROVE THE ANNUAL REPORT, INCLUDING THE BOARD OF
DIRECTORS REPORT ON THE IMPORTANT EVENTS OF THE
COMPANY, AND TO RATIFY THE FINANCIAL STATEMENT OF
THE COMPANY FOR THE FINANCIAL YEAR ENDED DECEMBER
31, 2004 AND THEREBY
1 RELEASE AND DISCHARGE THE BOARD Mgmt For For
TO APPROVE THE ALLOCATIONS OF NET PROFIT FOR RESERVE FUND,
DIVIDENDS AND OTHER PURPOSES AND TO APPROVE THE
DETERMINATION OF THE AMOUNT, TIME AND MANNER OF PAYMENT OF
2 DIVIDENDS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2004. Mgmt For For
TO DETERMINE THE REMUNERATION FOR THE BOARD OF
COMMISSIONERS OF THE COMPANY FOR YEAR 2005 AND THE BONUS
3 FOR THE BOARD OF COMMISSIONERS OF THE COMPANY FOR YEAR 2004. Mgmt For For
4 Ratify Auditors Mgmt For For
TO APPROVE THE PROPOSED CHANGE OF COMPOSITION OF THE BOARD
5 OF DIRECTORS AND/OR BOARD OF COMMISSIONERS OF THE COMPANY. Mgmt For For
Formosa Chemical & Fiber Shares Voted Security
Co. Ltd. 911,000 Y25946107
Meeting Date 6/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on Business Operation Results of FY 2004
1.2 Receive Supervisors' Report
1.3 Receive Report on Overseas Unsecured Convertible Bonds
Receive Report on the Implementation of Code of Conducts
1.4 for Directors and Supervisors
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 4.5
2.2 per Share and Stock Dividend of 100 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.1 Profit Sharing Mgmt For For
3.2 Amend Articles of Association Mgmt For For
4 Other Business
Mega Financial Holdings
Co(frm CTB FINANCIAL
HOLDING CO LTD) Shares Voted 1,871,040 Security Y1822Y102
Meeting Date 6/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on the Execution of Treasury Shares
2 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 1.6
3.1 per Share Mgmt For For
Approve Release of Restrictions of Competitive Activities
3.2 of Directors Mgmt For For
4 Other Business
Infosys Technologies Ltd Shares Voted 66,800 Security 6205122 Y4082C133
Meeting Date 6/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Dividends of INR 6.5 Per Share Mgmt For For
3 Reappoint N.R.N. Murthy as Director Mgmt For For
4 Reappoint N.M. Nilekani as Director Mgmt For For
5 Reappoint K. Dinesh as Director Mgmt For For
6 Reappoint C. Smadja as Director Mgmt For For
Approve Vacancy on the Board of Directors Resulting from
7 Retirement of P. Yeo Mgmt For For
Approve BSR & Co. as Auditors and Authorize Board to Fix
8 Their Remuneration Mgmt For For
Approve Reappointment and Remuneration of T.V.M. Pai,
9 Executive Director Mgmt For For
Approve Reappointment and Remuneration of S. Batni,
10 Executive Director Mgmt For For
Approve Transfer of Register of Members, Documents and
11 Certificates to Share Registrars Mgmt For For
Siliconware Precision Shares Voted Security
Industries Co 1,993,000 Y7934R109
Meeting Date 6/13/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Report on 2004 Business Operation Results
2 Receive Supervisors' Report
3 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 0.75
4 per Share and Stock Dividend of 80 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
5 Profit Sharing Mgmt For For
6 Amend Articles of Association Mgmt For For
Elect Nine Directors out of Nine Nominees
7.1 Elect Bough Lin as Director with ID No. C100516417 Mgmt For For
7.2 Elect Chi Wen Tsai as Director with ID No. M100040470 Mgmt For For
7.3 Elect Wen Long Lin as Director with ID No. L100235889 Mgmt For For
7.4 Elect Yen Chung Chang as Director with ID No. L100285192 Mgmt For For
7.5 Elect Wen Jung Lin as Director with ID No. C1005519945 Mgmt For For
7.6 Elect Hsiu Li Liu as Director with ID No. A201481002 Mgmt For For
7.7 Elect Jerome Tsai as Director with ID No. 92001483 Mgmt For For
7.8 Elect Ing Dar Liu as Director with ID No. K100197928 Mgmt For For
7.9 Elect Jing Shan Aur as Director with ID No. J100257795 Mgmt For For
Elect Three Supervisors out of Three Nominees
7.1 Elect Wen Lung Cheng as Supervisor with ID No. P100741429 Mgmt For For
7.11 Elect Fu Mei Tang as Supervisor with ID No. B101046226 Mgmt For For
7.12 Elect Teresa Wang as Supervisor with ID No. 97165409 Mgmt For For
8 Other Business
Quanta Computer Inc. Shares Voted 831,080 Security Y7174J106
Meeting Date 6/13/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on the Execution of Treasury Shares
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 2.5
2.2 per Share and Stock Dividend of 50 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.1 Profit Sharing Mgmt For For
3.2 Amend Articles of Association Mgmt For For
4 Other Business
United Micro Electronic Shares Voted 677,000 Security Y92370108
Meeting Date 6/13/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on the Acquisition or Disposal of Assets
1.4 Receive Report on Execution of Treasury Stocks
1.5 Receive Report on Mergers and Acquisition
Receive Report on the Implementation of Code of Conduct for
1.6 Directors and Supervisors
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Stock Dividend of 100
2.2 Shares per 1000 Shares Mgmt For For
Amend Operating Procedures for Loan of Funds to Other
3.1 Parties Mgmt For Against
Approve Release of Restrictions of Competitive Activities
3.2 of Directors Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.3 Profit Sharing Mgmt For For
3.4 Amend Articles of Association Mgmt For Against
Elect a Representative from Silicon Integrated Systems Corp
4 as Director with ID No. 1569628 Mgmt For For
Hon Hai Precision Industry Shares Voted 440,989 Security Y36861105
Meeting Date 6/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on Indirect Investments in Mainland China
1.4 Receive Other Reports
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 2.50
2.2 per Share and Stock Dividend of 200 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
Approve Increase of Registered Capital and Issuance of
Ordinary Shares to Participate the Issuance of Global
2.4 Depository Receipt Mgmt For Against
2.5 Amend Articles of Association Mgmt For Against
2.6 Amend Procedures Governing Derivative Financial Instruments Mgmt For Against
3 Other Business
AU OPTRONICS CORP Shares Voted 98,900 Security 2255107
Meeting Date 6/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
ACCEPTANCE OF THE 2004 BUSINESS REPORT AND FINANCIAL
1 STATEMENTS Mgmt For For
2 APPROVAL OF THE PROPOSAL FOR DISTRIBUTION OF 2004 PROFITS Mgmt For For
APPROVAL OF THE CAPITALIZATION OF 2004 STOCK DIVIDENDS AND
3 EMPLOYEE STOCK BONUS Mgmt For For
4 APPROVAL OF THE REVISIONS TO ARTICLES OF INCORPORATION Mgmt For For
APPROVAL OF THE ISSUANCE OF NEW COMMON SHARES FOR CASH TO
5 SPONSOR DR OFFERING Mgmt For For
APPROVAL OF THE PROPOSAL TO OPT FOR TAX BENEFITS ON THE
ISSUANCE OF NEW COMMON SHARES IN 2004 IN ACCORDANCE WITH
THE STATUTE OF UPGRADING INDUSTRIES PROMULGATED BY THE ROC
6 MINISTRY OF ECONOMIC AFFAIRS Mgmt For For
China Southern Airlines Shares Voted Security
Ltd 3,578,200 6013693 Y1503W102
Meeting Date 6/15/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Report of the Directors Mgmt For For
2 Accept Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Profit Distribution Budget for the Year 2004 Mgmt For For
Appoint KPMG as International Auditors and KPMG
Huazhen as the PRC Auditors and Authorize Board to
Fix Their
5 Remuneration Mgmt For For
Approve Operating Lease of Five Boeing B737-700, Five
6 Boeing B737-800, Five Airbus A320-000 and 10 Airbus A321-200 Mgmt For Against
Approve Amendments to the Rules of Procedures for
7 Shareholders General Meetings Mgmt For For
Approve Amendments to the Rules of Procedures for Board of
8 Directors Mgmt For For
Additional Ordinary Resolutions
Approve Airbus Aircraft Acquisition Agreement Between
Airbus SNC, Southern Airlines (Group) Import and Export
Trading Co., and China Southern Airlines Co. Ltd. (Company)
9 for the Acquisition of Five A380 Aircraft from Airbus SNC Mgmt For For
Approve Boeing Aircraft Acquisition Agreement for the
Acquisition of 12 B737-700 Aircraft and 18 B737-800
Aircraft by the Company and 15 B737-800 Aircraft by
Xiamen
10 Airlines Co. Ltd. from The Boeing Co. Mgmt For For
Special Business
Amend Articles Re: Rights, Obligations, and General
1 Meetings of Shareholders, Board of Directors Mgmt For For
Additional Special Resolution
2 Amend Articles Re: Election of Directors and Supervisors ShrHoldr For For
Dongbu Insurance Co. Shares Voted 64,200 Security Y2096K109
Meeting Date 6/15/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Appropriation of Income and Dividend of KRW 400 Per
1 Share Mgmt For For
Amend Articles of Incorporation to Include Directors for
Stock Option Plan; to Increase Number of Outside Directors
2 to Majority Mgmt For Against
3 Elect Outside Director Mgmt For For
4 Approve Limit on Remuneration of Directors Mgmt For For
S.P. Setia Bhd (formerl
Syarikat Pembinaan Setia
Berhad) Shares Voted 2,511,600 Security 6868774 Y8132G101
Meeting Date 6/20/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Amend Memorandum of Association Re: Increase in the
Company's Share Capital from MYR 1 Billion to MYR 1.2
1 Billion Mgmt For For
Approve Proposed Capital Repayment of Up to MYR 164.6
Million Via Cash on the Basis of MYR 0.25 Per Ordinary
Share of MYR 1.00 Each in S P Setia Via Cash to All
2 Entitled Shareholders of the Company Mgmt For For
Vimpel Communications OJSC Shares Voted 28,800 Security 68370R109
Meeting Date 6/22/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
1 APPROVAL OF THE 2004 VIMPELCOM ANNUAL REPORT Mgmt For
APPROVAL OF VIMPELCOM S ACCOUNTING STATEMENTS, INCLUDING
2 PROFIT AND LOSS STATEMENT FOR 2004 Mgmt For
ALLOCATION OF PROFITS AND LOSSES, ALL AS MORE FULLY
3 DESCRIBED IN THE NOTICE Mgmt For
4.1 Elect Director Fridman Mgmt
4.2 Elect Director Johansen Mgmt
4.3 Elect Director Kulikov Mgmt
4.4 Elect Director Lunder Mgmt
4.5 Elect Director Reznikovich Mgmt
4.6 Elect Director Sozonoff Mgmt
4.7 Elect Director Thon Mgmt
4.8 Elect Director Torgersen Mgmt
4.9 Elect Director Tsukanova Mgmt
4.1 Elect Director Watson Mgmt
4.11 Elect Director Haines Mgmt
4.12 Elect Director Rusten Mgmt
APPROVAL OF THE AMENDED AND RESTATED PROCEDURAL REGULATIONS
5 OF THE BOARD OF DIRECTORS Mgmt For
6 ELECTION OF THE AUDIT COMMISSION Mgmt For
7 APPROVAL OF EXTERNAL AUDITORS Mgmt For
REORGANIZATION OF VIMPELCOM THROUGH STATUTORY MERGER OF
8 CJSC EXTEL INTO VIMPELCOM Mgmt For
REORGANIZATION OF VIMPELCOM THROUGH STATUTORY MERGER OF
9 CJSC SOTOVAYA COMPANY INTO VIMPELCOM Mgmt For
REORGANIZATION OF VIMPELCOM THROUGH STATUTORY MERGER OF
10 CJSC STAVTELESOT INTO VIMPELCOM Mgmt For
REORGANIZATION OF VIMPELCOM THROUGH STATUTORY MERGER OF
11 CJSC VOSTOK-ZAPAD TELECOM INTO VIMPELCOM Mgmt For
REORGANIZATION OF VIMPELCOM THROUGH STATUTORY MERGER OF
12 OJSC ORENSOT INTO VIMPELCOM Mgmt For
REORGANIZATION OF VIMPELCOM THROUGH STATUTORY MERGER OF
13 OJSC BEELINE-SAMARA INTO VIMPELCOM Mgmt For
REORGANIZATION OF VIMPELCOM THROUGH STATUTORY MERGER OF
14 OJSC DAL TELECOM INTERNATIONAL INTO VIMPELCOM Mgmt For
MAXIS COMMUNICATIONS BHD Shares Voted 874,400 Security 6530523 Y5903J108
Meeting Date 6/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Final Dividends of MYR 0.10 Per Share Tax Exempt
and MYR 0.0833 Per Share Less Malaysian Income Tax at 28
1 Percent for the Financial Year Ended Dec. 31, 2004 Mgmt For For
2 Elect Jamaludin bin Ibrahim as Director Mgmt For For
3 Elect Augustus Ralph Marshall as Director Mgmt For For
4 Elect Chan Chee Beng as Director Mgmt For For
Approve PricewaterhouseCoopers as Auditors and Authorize
5 Board to Fix Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked Securities
without Preemptive Rights in Any Amount Up to 10 Percent of
6 Issued Share Capital Mgmt For For
MAXIS COMMUNICATIONS BHD Shares Voted 874,400 Security 6530523 Y5903J108
Meeting Date 6/23/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Implementation of Shareholders' Mandate for
Recurrent Related Party Transactions with MEASAT Broadcast
Network Systems Sdn Bhd, Multimedia Interactive
Technologies Sdn Bhd and Airtime Management and Programming
1 Sdn Bhd Mgmt For For
Approve Implementation of Shareholders' Mandate for
Recurrent Related Party Transactions with SRG Asia Pacific
Sdn Bhd, UT Hospitality Services Sdn Bhd and BonusKad
2 Loyalty Sdn Bhd Mgmt For For
Approve Implementation of Shareholders' Mandate for
Recurrent Related Party Transactions with MEASAT Satellite
3 Systems Sdn Bhd Mgmt For For
Approve Implementation of Shareholders' Mandate for
Recurrent Related Party Transactions with TGV Cinemas Sdn
Bhd, Pan Malaysian Pools Sdn Bhd and Tanjong City Centre
4 Property Management Sdn Bhd Mgmt For For
Approve Implementation of Shareholders' Mandate for
Recurrent Related Party Transactions with Oakwood Sdn Bhd,
AmProperty Trust Management Bhd, AmProperty Holdings Sdn
Bhd, AmFinance Bhd, Resorts World Bhd and Genting Highlands
5 Bhd Among Others Mgmt For For
Approve Implementation of Shareholders' Mandate for
6 Recurrent Related Party Transactions with HeiTech Padu Bhd Mgmt For For
Approve Offer and Grant of Options to Jamaludin bin
Ibrahim, the Chief Executive Officer and an Executive
Director of Maxis Communications Bhd Pursuant to the
7 Employee Share Option Scheme and Contract of Service Mgmt For Against
Yang Ming Marine Shares Voted Security
Transport Corp. 996,000 Y9729D105
Meeting Date 6/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Financial Report
1.3 Receive Supervisors' Report
1.4 Receive Other Reports
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 3 per
2.2 Share Mgmt For For
2.3 Amend Articles of Association Mgmt For For
2.4 Other Business
Yuanta Core Pacific Shares Voted Security
Securities Co. Ltd. 1,217,667 Y98639100
Meeting Date 6/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on Mergers and Acquisitions
2 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 0.50
3.1 per Share and Stock Dividend of 20 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.2 Profit Sharing Mgmt For For
3.3 Amend Articles of Association Mgmt For Against
Amend Procedures Governing the Acquisition or Disposal of
3.4 Assets Mgmt For Against
4 Other Business
Bank Of Kaohsiung Co Ltd Shares Voted 3,791,000 Security Y0694H106
Meeting Date 6/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on the Amendment of Board Meeting Procedures
1.4 Receive Report on an Agreement with an Industry Association
1.5 Receive Report on Assets Depreciation
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 0.50
2.2 per Share Mgmt For For
2.3 Amend Articles of Association Mgmt For Against
3 Elect Directors and Supervisors Mgmt For For
4 Other Business
Crystallex International Shares Voted Security
Corp. 161,100 22942F101
Meeting Date 6/24/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Elect Robert A. Fung, Todd Bruce, Michael J.H. Brown, C.
William Longden, Harry J. Near, Marc J. Oppenheimer, Johan
1 C. van't Hof, and Armando F. Zullo as Directors Mgmt For For
Appoint Deloitte & Touche LLP as Auditors and Authorize
2 Board to Fix Remuneration of Auditors Mgmt For For
3 Amend Incentive Share Option Plan Mgmt For Against
Gazprom OAO Shares Voted 172,400 Security 368287207 5140989
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
GAS TRANSPORTATION AGREEMENTS BETWEEN OAO GAZPROM AND OAO
1 AK SIBUR Mgmt For For
GAS TRANSPORTATION AGREEMENTS BETWEEN OAO GAZPROM AND OAO
2 TOMSKGAZPROM Mgmt For For
ELECTION OF DIRECTORS. IF YOU WISH TO VOTE SELECTIVELY OR
3 CUMULATE, PLEASE CONTACT YOUR REPRESENTATIVE Mgmt For Abstain
4 ELECT A.S. ANATOLIEVICH TO THE AUDIT COMMISSION Mgmt For For
5 ELECT A.D. ALEKSANDROVICH TO THE AUDIT COMMISSION Mgmt For For
6 ELECT B.V. KASYMOVICH TO THE AUDIT COMMISSION Mgmt For For
7 ELECT G.I. NIKOLAEVICH TO THE AUDIT COMMISSION Mgmt For For
8 ELECT G.S. ALEKSEEVNA TO THE AUDIT COMMISSION Mgmt For For
9 ELECT D.N. NIKOLAEVNA TO THE AUDIT COMMISSION Mgmt For For
10 ELECT I.R. VLADIMIROVICH TO THE AUDIT COMMISSION Mgmt For For
11 ELECT L.N. VLADISLAVOVNA TO THE AUDIT COMMISSION Mgmt For For
12 ELECT M.O. VYACHESLAVOVICH TO THE AUDIT COMMISSION Mgmt For For
13 ELECT T.A. PETROVICH TO THE AUDIT COMMISSION Mgmt For For
14 ELECT S.Y. IVANOVICH TO THE AUDIT COMMISSION Mgmt For For
Gazprom OAO Shares Voted 86,200 Security 368287207
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
1 ANNUAL REPORT Mgmt For For
2 ANNUAL ACCOUNTING STATEMENTS Mgmt For For
3 DISTRIBUTION OF THE PROFIT Mgmt For For
4 APPROVE PAYMENT OF ANNUAL DIVIDENDS Mgmt For For
5 PAY REMUNERATION TO BOARD AND AUDIT COMMISSION Mgmt For Against
6 APPROVE EXTERNAL AUDITOR Mgmt For For
7 AMENDMENT NO. 1 TO THE CHARTER Mgmt For For
8 AMENDMENT NO. 2 TO THE CHARTER Mgmt For For
9 AMENDMENT NO. 3 TO THE CHARTER Mgmt For For
AMENDMENT NO. 1 TO THE CHARTER THAT HAVE BEEN PROPOSED BY
10 THE BOARD Mgmt For For
AMENDMENTS AND ADDITIONS NO. 2 TO THE CHARTER THAT HAVE
11 BEEN PROPOSED BY THE BOARD Mgmt For For
AMENDMENTS AND ADDITIONS NO. 3 TO THE CHARTER THAT HAVE
12 BEEN PROPOSED BY THE BOARD Mgmt For For
13 AMENDMENT TO THE REGULATION ON THE BOARD Mgmt For For
LOAN TRANSACTIONS BETWEEN OAO GAZPROM AND AB GAZPROMBANK
14 (ZAO) Mgmt For For
15 LOAN TRANSACTIONS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA Mgmt For For
BANK ACCOUNT AGREEMENTS BETWEEN OAO GAZPROM AND AB
16 GAZPROMBANK (ZAO) Mgmt For For
BANK ACCOUNT AGREEMENTS BETWEEN OAO GAZPROM AND SBERBANK OF
17 RUSSIA Mgmt For For
BANK GUARANTEE AGREEMENTS BETWEEN OAO GAZPROM AND AB
18 GAZPROMBANK (ZAO) Mgmt For For
GAS SUPPLY AGREEMENTS BETWEEN OAO GAZPROM AND OOO
19 MEZHREGIONGAZ Mgmt For For
20 GAS SUPPLY AGREEMENTS BETWEEN OAO GAZPROM AND OAO AK SIBUR Mgmt For For
PT Telekomunikasi Shares Voted Security
Indonesia 5,122,000 B02ZK79 Y71474137
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Directors' Report Mgmt For For
2 Accept Financial Statements and Statutory Reports Mgmt For For
3 Approve Allocation of Income Mgmt For For
Approve Siddharta Siddharta & Widjaja as Auditors and
4 Authorize Board to Fix Their Remuneration Auditors Mgmt For For
5 Approve Remuneration of Directors and Commissioners Mgmt For For
6 Elect Directors Mgmt For For
PT Telekomunikasi Shares Voted Security
Indonesia 334,800 2882228 715684106
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE COMPANY S ANNUAL REPORT FOR THE FINANCIAL
1 YEAR 2004. Mgmt For For
RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR 2004 AND ACQUITTAL AND
DISCHARGE TO THE BOARD OF DIRECTORS AND BOARD OF
2 COMMISSIONERS. Mgmt For For
DETERMINATION OF THE FINANCIAL YEAR 2004 S PROFIT
3 UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND. Mgmt For For
APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE COMPANY
4 RECORDS FOR 2005 FINANCIAL YEAR. Mgmt For For
DETERMINATION OF COMPENSATION FOR THE BOARD OF DIRECTORS
5 AND BOARD OF COMMISSIONERS FOR THE FINANCIAL YEAR 2005. Mgmt For For
APPROVAL OF ADDITION AND APPOINTMENT OF MEMBERS OF THE
6 BOARD OF DIRECTORS DURING THE PERIOD OF 2005-2010. Mgmt For For
Resorts World Berhad Shares Voted 1,350,200 Security 6731962 Y7368M113
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory Reports for the
1 Financial Year Ended Dec. 31, 2004 Mgmt For For
Approve Final Dividend for the Financial Year Ended Dec.
2 31, 2004 Mgmt For For
Approve Remuneration of Directors in the Amount of MYR
3 575,000 for the Financial Year Ended Dec. 31, 2004 Mgmt For For
4 Elect Lim Kok Thay as Director Mgmt For Against
5 Elect Clifford Francis Herbert as Director Mgmt For For
6 Elect Alwi Jantan as Director Mgmt For For
Approve Auditors and Authorize Board to Fix Their
7 Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked Securities
without Preemptive Rights in Any Amount Up to 10 Percent of
8 Issued Share Capital Mgmt For For
Authorize Repurchase of Up to 10 Percent of Issued Share
9 Capital Mgmt For For
Mechel Steel Group OAO Shares Voted 24,900 Security 583840103
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
TO APPROVE THE ANNUAL REPORT OF MECHEL STEEL GROUP OPEN
1 JOINT STOCK COMPANY FOR 2004. Mgmt For For
TO APPROVE THE ANNUAL FINANCIAL STATEMENTS INCLUSIVE OF THE
2 INCOME STATEMENT (PROFIT AND LOSS ACCOUNT) FOR 2004. Mgmt For For
TO PAY OUT DIVIDENDS ON ORDINARY REGISTERED NON-DOCUMENTARY
3 SHARES BASED ON THE COMPANY S OPERATIONAL RESULTS FOR 2004. Mgmt For For
ELECTION OF DIRECTORS. IF YOU WISH TO VOTE SELECTIVELY OR
4 CUMULATE, PLEASE CONTACT YOUR REPRESENTATIVE. Mgmt For Abstain
5 ELECTION OF DMITRIY B. KLETSKIY TO THE AUDIT COMMISSION. Mgmt For For
ELECTION OF LYUDMILA E. RADISHEVSKAYA TO THE AUDIT
6 COMMISSION. Mgmt For For
7 ELECTION OF ELLEONORA V. ZOLOTAREVA TO THE AUDIT COMMISSION. Mgmt For For
8 ELECTION OF ELENA A. TUVAEVA TO THE AUDIT COMMISSION. Mgmt For For
TO APPROVE FINANCIAL AND ACCOUNTING CONSULTANTS LIMITED
9 LIABILITY COMPANY TO BE THE AUDITOR. Mgmt For For
TO APPROVE THE NEW VERSION OF THE CHARTER OF MECHEL STEEL
10 GROUP OPEN JOINT STOCK COMPANY. Mgmt For Against
TO APPROVE THE NEW VERSION OF THE BY-LAW ON REMUNERATION TO
MEMBERS OF THE BOARD OF DIRECTORS OF MECHEL OAO AND
COMPENSATION OF THEIR EXPENSES CONNECTED WITH THEIR
11 EXECUTION OF FUNCTIONS OF MEMBERS OF THE BOARD OF DIRECTORS. Mgmt For Against
TO APPROVE CONCLUDING A LOAN AGREEMENT BY MECHEL OAO AS A
12 TRANSACTION (SEVERAL INTERRELATED TRANSACTIONS) OF INTEREST. Mgmt For For
Lukoil Oao Shares Voted 8,600 Security 677862104
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
ENDORSEMENT OF OAO LUKOIL, ANNUAL REPORT FOR 2004, ANNUAL
ACCOUNTING STATEMENT INCLUDING THE PROFIT-AND-LOSS
1 STATEMENT (PROFIT-AND-LOSS ACCOUNTS) OF THE COMPANY. Mgmt For For
ELECTION OF DIRECTIONS. IF YOU WISH TO VOTE SELECTIVELY OR
2 CUMULATE, PLEASE CONTACT YOUR REPRESENTATIVE. Mgmt For Abstain
ELECTION OF MEMBER OF THE AUDIT COMMISSION: KONDRATYEV,
3 PAVEL GENNADYEVICH. Mgmt For For
ELECTION OF MEMBER OF THE AUDIT COMMISSION: NIKITENKO,
4 VLADIMIR NIKOLAYEVICH. Mgmt For For
ELECTION OF MEMBER OF THE AUDIT COMMISSION: SKLYAROVA,
5 TATYANA SERGUEYEVNA. Mgmt For For
ON REMUNERATION AND COMPENSATION OF EXPENSES TO THE MEMBERS
OF THE BOARD OF DIRECTORS AND THE AUDIT COMMISSION OF OAO
6 LUKOIL. Mgmt For For
7 ENDORSEMENT OF COMPANY AUDITORS. Mgmt For For
APPROVAL OF AMENDMENTS AND ADDENDA TO THE CHARTERED OF THE
8 PUBLIC JOINT STOCK COMPANY OIL COMPANY LUKOIL. Mgmt For For
APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS ON
THE PROCEDURE FOR PREPARING AND HOLDING THE GENERAL
9 SHAREHOLDERS MEETING OF OAO LUKOIL. Mgmt For For
APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS ON
10 THE BOARD OF DIRECTORS OF OAO LUKOIL. Mgmt For For
ON THE APPROVAL OF TRANSACTIONS INVOLVING
11 INTERESTED/RELATED PARTIES. Mgmt For For
Resorts World Berhad Shares Voted 1,350,200 Security 6731962 Y7368M113
Meeting Date 6/28/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Proposed Disposal by Resorts World Ltd of
its Entire Equity Interest in Geremi Ltd to Genting
International Plc (GIPLC) for a Consideration of USD
4.6 Million to be Satisfied through the Issuance of
26 Million
1 New GIPLC Shares Mgmt For For
Ranbaxy Laboratories Shares Voted 132,200 Security 6101071 Y7187Y140
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Dividends of INR 12 Per Share Mgmt For For
3 Reappoint P.S. Joshi as Director Mgmt For For
4 Reappoint S. Daulet-Singh as Director Mgmt For For
5 Reappoint J.W. Balani as Director Mgmt For For
Approve Walker, Chandiok & Co as Auditors and Authorize
6 Board to Fix Their Remuneration Mgmt For For
7 Appoint R.L. Adige as Director Mgmt For For
Approve Appointment and Remuneration of R.L. Adige,
8 Executive Director Mgmt For For
9 Approve Employees Stock Option Scheme-2005 Mgmt For Against
10 Approve Employees Stock Option Scheme-2005 for Subsidiaries Mgmt For Against
11 Approve 2-For-1 Stock Split Mgmt For For
12 Amend Memorandum of Association Re: Stock Split Mgmt For For
13 Amend Articles of Association Re: Stock Split Mgmt For For
Sistema AFK Shares Voted 438,800 Security 48122U105 B05N7R9
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE COMPANY S ANNUAL REPORT AND ANNUAL
1 ACCOUNTING STATEMENTS, INCLUDING THE PROFIT AND LOSS ACCOUNT Mgmt For For
APPROVAL OF THE DISBURSEMENT OF PROFITS, THE SUM OF
DIVIDENDS FOR THE YEAR 2004 AND THE MODE, FORM AND TERM OF
2 PAYMENT THEREOF Mgmt For For
APPROVAL OF THE AMOUNT AS WELL AS THE MODE, FORM AND TERM
OF PAYMENT OF REMUNERATION OF THE MEMBERS OF THE BOARD OF
3 DIRECTORS Mgmt For For
APPROVAL TO FORM THE BOARD OF DIRECTORS OF THE COMPANY THAT
4 SHALL CONSIST OF 11 (ELEVEN) MEMBERS Mgmt For For
ELECTION OF DIRECTORS. IF YOU WISH TO VOTE SELECTIVELY OR
5 CUMULATE, PLEASE SEE ATTACHED INSTRUCTIONS Mgmt For For
ELECTION OF THE FOLLOWING PERSON TO THE INTERNAL AUDIT
6 COMMISSION: INOZEMTSEV, VJACHESLAV IVANOVICH Mgmt For For
ELECTION OF THE FOLLOWING PERSON TO THE INTERNAL AUDIT
7 COMMISSION: RUDOVA, ELENA VIKTOROVNA Mgmt For For
ELECTION OF THE FOLLOWING PERSON TO THE INTERNAL AUDIT
8 COMMISSION: SIDORENKOVA, NATALIA ANATOLIEVNA Mgmt For For
9 Ratify Auditors Mgmt For For
10 APPROVAL OF AMENDMENTS OF THE CLAUSE 14.8 OF THE CHARTER Mgmt For For
APPROVAL TO RATIFY THE REGULATION (BY-LAWS) ON THE GENERAL
11 MEETING OF SHAREHOLDERS Mgmt For For
Uni-President Enterprises Shares Voted Security
Corp. 206,000 6700393
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Report on Business Operation Results for Fiscal
1 Year 2004
2 Receive Supervisors' Report
3 Receive Report on Status of Endorsements and Guarantees
4 Receive Report on the Issuance of Debentures
5 Receive Report on Board Meeting Procedures
6 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD 0.36
7 per Share Mgmt For For
8 Approve Investment in People's Republic of China Mgmt For For
9 Amend Articles of Association Mgmt For For
10 Other Business Mgmt For Against
ProxyEdge - Investment Company Report Report Date: 08/04/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder Greater Europe Fund
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MAN GROUP PLC
Issuer: G5790V107 ISIN: GB0002944055
SEDOL: 0294405, 5847901
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS AND THE AUDITORS REPORTS Management For
AND THE FINANCIAL STATEMENTS FOR THE YE 31 MAR
2004
2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For
CONTAINED IN THE ANNUAL REPOR T 2004 DOCUMENT
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT MR. J.R. AISBITT AS A DIRECTOR OF THE Management For
COMPANY
5. RE-ELECT MR. C.M. CHAMBERS AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. J.C. NICHOLLS AS A DIRECTOR OF THE Management For
COMPANY
7. RE-ELECT MR. A.J. CARNWATH AS A DIRECTOR OF THE Management For
COMPANY
8. RE-ELECT MR. H.A. MCGRATH AS A DIRECTOR OF THE Management For
COMPANY
9. RE-ELECT MR. G.R. MORENO AS A DIRECTOR OF THE Management For
COMPANY
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY
11. AUTHORIZE THE DIRECTOR TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
12. AUTHORIZE THE DIRECTOR OF THE COMPANY, PURSUANT Management For
TO ARTICLE 137 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO OFFER MEMBERS THE RIGHT TO
ELECT TO RECEIVE SHARES, CREDITED AS FULLY PAID,
IN WHOLE OR IN PART, INSTEAD OF CASH, IN RESP
ECT OF ANY DIVIDEND DECLARED OR PAID AS PREVIOUSLY
EXTENDED BE EXTENDED TO I NCLUDE ANY DIVIDEND
OR DIVIDENDS DECLARED OR PAID ON OR BEFORE THE
DAY PRECEDI NG THE 5TH ANNIVERSARY OF THE DATE
OF THE PASSING OF THIS RESOLUTION
S.13 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For
S.14 AND SUBJECT TO THE SPOT RAT E OF EXCHANGE
IN LONDON AS DERIVED IN REUTERS FOR THE PURCHASE
OF USD WITH S TERLING AT 8.00 AM ON THE DAY ON
WHICH THE COURT ORDER CONFIRMING THE REDUCTIO
N IS MADE THE EUR/USD RATE BEING NO MORE THAN
1/1.85, TO: A) REDUCE THE ORDI NARY SHARE CAPITAL
OF THE COMPANY BY CANCELING AND EXTINGUISHING
ALL OF THE IS SUED AND UNISSUED ORDINARY SHARES
OF 10P EACH AND THE CREDIT ARISING IN THE CO
MPANY S BOOKS OF ACCOUNT AS A RESULT OF SUCH
CANCELLATION AND EXTINGUISHING BE TRANSFERRED
TO A SPECIAL RESERVE OF THE COMPANY CANCELLATION
RESERVE AND TH E AMOUNT STANDING TO THE CREDIT
OF THE COMPANY S SHARES PREMIUM ACCOUNT BE CAN
CELLED AND THE CREDIT ARISING IN THE COMPANY
S BOOKS OF ACCOUNT AS A RESULT OF SUCH CANCELLATION
BE TRANSFERRED TO A SPECIAL SHARE PREMIUM RESERVE
OF THE CO MPANY SPECIAL RESERVE TOGETHER WITH
THE CANCELLATION AND EXTINGUISHING OF T HE EXISTING
ORDINARY SHARES REDUCTION ; B) FORTHWITH AND
CONTINGENTLY UPON T HE REDUCTION TAKING EFFECT:
I) TO INCREASE THE CAPITAL OF THE COMPANY BY
GBP 5 0,000 BY CREATING 50,000 DEFERRED STERLING
SHARES OF GBP 1 EACH DEFERRED STER LING SHARE
HAVING RIGHTS AND RESTRICTIONS AS PRESCRIBED;
II) TO AUTHORIZE AND DIRECT THE DIRECTORS TO
CAPITALIZE THE SUM OF GBP 50,000 STANDING TO
THE CRED IT OF THE COMPANY S RESERVE AND TO APPROPRIATE
AS OF THE DATE ON WHICH THE COU RT ORDER CONFIRMING
THE REDUCTION IS REGISTERED BY THE REGISTRAR
OF COMPANIES IN ENGLAND AND WALES EFFECTIVE
DATE BUT IMMEDIATELY PRIOR TO ANY ALLOTMENT
O F USD SHARES AND THE SAID SUM OF GBP 50,000
IN PAYING UP IN FULL AT PAR 50,000 DEFERRED STERLING
SHARES AND TO ALLOT AND ISSUE THE SAME, CREDITED
AS FULLY P AID TO THE THEN CHIEF EXECUTIVE OF
THE COMPANY, PROVIDED THAT FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985 SUCH AUTHORITY
SHALL EXPIRE ON 07 JAN 2005; III) TO INCREASE
THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BY
USD 81,0 00,000 DIVIDED INTO 450,000,000 NEW
ORDINARY SHARES WITH A NOMINAL VALUE OF 1 8
US CENTS EACH USD SHARE , SUCH USD SHARES TO
HAVE THE SAME RIGHTS AND RESTR ICTIONS ATTACHED
THERETO SAVE AS TO THE AMOUNT PAID UP ON EACH
SHARE AS ARE ATTACHED BY THE ARTICLES OF ASSOCIATION
OF THE COMPANY TO THE EXISTING ORDINAR Y SHARES;
IV) TO CONVERT THE SUMS STANDING TO THE CREDIT
OF EACH OF THE CANCEL LATION RESERVE AND THE
SPECIAL RESERVE BE CONVERTED INTO US DOLLARS
AT THE US$ RATE; V) TO APPLY THE SUM STANDING
TO THE CREDIT OF THE CANCELLATION RESERVE AS
A RESULT OF THE CONVERSION IN PAYING UP SUCH
NUMBER OF US$ SHARES AS IS EQU AL TO THE AGGREGATE
NUMBER OF ISSUED EXISTING ORDINARY SHARES IN
FULL AT PAR; VI) TO ALLOT THE REQUIRED NUMBER
OF US$ SHARES AS FULLY PAID TO THOSE PERSONS
WHO APPEAR ON THE REGISTER OF MEMBERS OF THE
COMPANY; AND VI) TO ALLOT RELEVAN T SECURITIES
OF THE COMPANY PURSUANT TO SECTION 80 OF THE
COMPANIES ACT, 1985
S.14 AMEND ARTICLES 3 AND 35 OF THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY
15. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For
OF EXISTING AUTHORITY AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES SECTION 80(2) , UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 18,618,2 35.20;
AUTHORITY EXPIRES EARLIER OF 08 OCT 2005 OR
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER TH E EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRI OR TO
SUCH EXPIRY
S.16 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 95 OF THE COMPANIE S ACT 1985, TO
ALLOT EQUITY SECURITIES SECTION 94(2) , FOR
CASH PURSUANT TO T HE AUTHORITY CONFERRED BY
RESOLUTION 15 AND DISAPPLYING THE PER-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT SUCH AUTHORITY
IS LIMITED TO THE ALLOTMENT EQU ITY SECURITIES,
I) IN CONNECTION WITH A RIGHTS ISSUE OR OPEN
OFFER TO THE ORDI NARY SHAREHOLDERS, AND II)
UP TO A NOMINAL AMOUNT OF GBP 1,551,519; AUTHORITY
EXPIRES EARLIER OF 06 OCT 2005 OR THE CONCLUSION
OF THE NEXT AGM OF THE COMPA NY ; AND THE COMPANY
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AU THORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.17 AUTHORIZE THE COMPANY, PURSUANT TO SECTION 166 Management For
OF THE COMPANIES ACT 1985, TO M AKE MARKET PURCHASES
SECTION 163 OF UP TO 31,030,393 ORDINARY SHARES
OF 10P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF GBP 10P AND NOT EXCE EDING
105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS
AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST FOR THE 5 BUSINESS DAYS PRECEDING
TH E DATE OF SUCH PURCHASE; AUTHORITY EXPIRES
EARLIER OF 06 JAN 2006 OR THE CON CLUSION OF
THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE
THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLL Y OR PARTLY AFTER SUCH EXPIRY
S.18 AMEND ARTICLE 87 OF THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY
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BAA PLC
Issuer: G12924109 ISIN: GB0000673409
SEDOL: 0067340, 2127071, 5585814, 6081270
- -----------------------------------------------------------------------------------------------------------------------------------
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 ACCOUNTS FOR THE YE 31 MAR 2004
2. APPROVE THE REPORT ON DIRECTORS REMUNERATION Management For
FOR THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 13.4 PENCE PER ORDINARY Management For
SHARE OF THE COMPANY
4. RE-APPOINT MR. TONY BALL AS A NON-EXECUTIVE DIRECTOR Management For
5. RE-APPOINT MR. ROBERT WALKER AS A NON-EXECUTIVE Management For
DIRECTOR
6. RE-APPOINT MR. MIKE CLASPER AS AN EXECUTIVE DIRECTOR Management For
7. RE-APPOINT MR. MARGRET EWING AS AN EXECUTIVE DIRECTOR Management For
8. RE-APPOINT MR. MIKE TOMS AS AN EXECUTIVE DIRECTOR Management For
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY
10. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For
11. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
ALLOT SHARES FOR CASH
12. APPROVE TO CANCEL THE SPECIAL SHARE AND AUTHORIZE Management For
TO REDUCE THE SHARE CAPITAL ACCORDINGLY
13. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management For
THE CANCELLATION OF THE SPECIAL S HARE
14. APPROVE TO ESTABLISH A NEW BAA PERFORMANCE SHARE Management For
PLAN
15. AUTHORIZE THE COMPANY TO MAKE POLITICAL DONATIONS Management Against
OF UP TO GBP 1.25 MILLION DU RING THE YEAR UNTIL
THE AGM 2005
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VODAFONE GROUP PLC
Issuer: G93882101 ISIN: GB0007192106
SEDOL: 0719210, 2615101, 5476190
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. FINANCIAL STATEMENTS - RECEIVE THE FINANCIAL Management For
STATEMENTS FOR THE FINANCIAL YEAR WHICH ENDED
ON 31 MAR 2004 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
2. REMUNERATION REPORT - IN ACCORDANCE WITH THE Management For
DIRECTORS REMUNERATION REPORT RE GULATIONS 2002,
THE BOARD SUBMITS THE REMUNERATION REPORT TO
A VOTE OF SHAREHO LDERS. IN ACCORDANCE WITH THE
REGULATIONS, THE APPROVAL OF THE REMUNERATION
RE PORT IS PROPOSED AS AN ORDINARY RESOLUTION.
IN 2003, THE RESOLUTION TO APPROVE THE REMUNERATION
REPORT WAS PASSED BY A SIGNIFICANT MAJORITY.
THE CURRENT REM UNERATION POLICY WAS PRODUCED
FOLLOWING EXTENSIVE CONSULTATION WITH SHAREHOLDE
RS AND INSTITUTIONAL BODIES IN 2001 AND 2002.
IN THE TWO YEARS SINCE THE POLIC Y WAS INTRODUCED,
THE CHAIRMAN AND THE CHAIRMAN OF THE REMUNERATION
COMMITTEE HAVE MAINTAINED PROACTIVE ANNUAL DIALOGUE
ON REMUNERATION MATTERS WITH THE COM PANY S MAJOR
SHAREHOLDERS AND RELEVANT INSTITUTIONS. THE OBJECTIVE
OF THIS DIA LOGUE IS TO PROVIDE INFORMATION ABOUT
THE COMPANY AND OUR VIEWS ON REMUNERATIO N ISSUES
AND TO LISTEN TO SHAREHOLDERS VIEWS ON ANY PROPOSED
ADJUSTMENTS TO P OLICY IMPLEMENTATION; THE REMUNERATION
COMMITTEE STRIVES TO ENSURE THAT THE PO LICY
PROVIDES A STRONG AND DEMONSTRABLE LINK BETWEEN
INCENTIVES AND THE COMPAN Y S STRATEGY AND SETS
A FRAMEWORK FOR REMUNERATION THAT IS CONSISTENT
WITH THE COMPANY S SCALE AND SCOPE. AS A RESULT
OF THIS YEAR S REVIEW, THE REMUNERATIO N COMMITTEE
HAS CONCLUDED THAT THE EXISTING POLICY CONTINUES
TO SERVE THE COMP ANY AND SHAREHOLDERS WELL AND
WILL REMAIN IN PLACE FOR THE YEAR ENDING 31 MAR
2005. THE COMMITTEE HAS ALSO REVIEWED THE EFFECTIVENESS
OF THE CURRENT POLICY AND IS SATISFIED THAT THE
INCENTIVE PLANS HAVE DELIVERED, OR ARE FORECAST
TO D ELIVER, REWARDS THAT ARE CONSISTENT WITH
THE COMPANY S PERFORMANCE ACHIEVEMENT
3. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For
THE COMPANY S ARTICLES OF ASSOCIA TION, PETER
BAMFORD, AN EXECUTIVE DIRECTOR, IS REQUIRED TO
RETIRE, WHICH HE DO ES, AND, PURSUANT TO RESOLUTION
3, OFFERS HIMSELF FOR RE-ELECTION
4. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For
THE COMPANY S ARTICLES OF ASSOCIA TION, JULIAN
HORN-SMITH, AN EXECUTIVE DIRECTOR, IS REQUIRED
TO RETIRE, WHICH H E DOES, AND, PURSUANT TO RESOLUTION
4, OFFERS HIMSELF FOR RE-ELECTION
5. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For
THE COMPANY S ARTICLES OF ASSOCIA TION, SIR DAVID
SCHOLEY, A NON-EXECUTIVE DIRECTOR, IS REQUIRED
TO RETIRE, WHIC H HE DOES, AND, PURSUANT TO RESOLUTION
5, OFFERS HIMSELF FOR RE-ELECTION
6. ELECTION OF DIRECTOR - IN ACCORDANCE WITH THE Management For
COMPANY S ARTICLES OF ASSOCIATIO N ONE OF THE
COMPANY S NON-EXECUTIVE DIRECTORS, LUC VANDEVELDE,
HAVING BEEN AP POINTED AS A DIRECTOR DURING THE
YEAR, IS REQUIRED TO RETIRE, WHICH HE DOES, A
ND, PURSUANT TO RESOLUTION 6, OFFERS HIMSELF
FOR ELECTION
7. 7. FINAL DIVIDEND - THIS RESOLUTION SEEKS SHAREHOLDER Management For
APPROVAL TO THE FINAL OR DINARY DIVIDEND RECOMMENDED
BY THE DIRECTORS. THE DIRECTORS ARE PROPOSING
A FI NAL DIVIDEND OF 1.0780 PENCE PER ORDINARY
SHARE. AN INTERIM DIVIDEND OF 0.9535 PENCE PER
ORDINARY SHARE WAS PAID ON 6 FEB 2004, MAKING
A TOTAL DIVIDEND FOR THE YEAR OF 2.0315 PENCE
PER ORDINARY SHARE. IF APPROVED, THE DIVIDEND
WILL BE PAID ON 6 AUG 2004 TO SHAREHOLDERS ON
THE ORDINARY REGISTER AS OF 4 JUN 2004
8. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For
AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS
ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUC H MEETING. RESOLUTION 8, WHICH IS
RECOMMENDED BY THE AUDIT COMMITTEE, PROPOSES
THE RE-APPOINTMENT OF THE COMPANY S EXISTING
AUDITORS, DELOITTE & TOUCHE LLP
9. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For
AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS
ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUC H MEETING. RESOLUTION 9 FOLLOWS
BEST PRACTICE IN CORPORATE GOVERNANCE BY SEPAR
ATELY SEEKING AUTHORITY FOR THE AUDIT COMMITTEE
TO DETERMINE THEIR REMUNERATIO N
10. POLITICAL DONATIONS - THIS RESOLUTION SEEKS AUTHORITY Management For
FROM SHAREHOLDERS TO ENA BLE THE COMPANY TO MAKE
DONATIONS OR INCUR EXPENDITURE WHICH IT WOULD
OTHERWIS E BE PROHIBITED FROM MAKING OR INCURRING
FOLLOWING THE COMING INTO EFFECT OF T HE POLITICAL
PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 (THE
ACT ). AMONGST OTHER THINGS, THE ACT PROHIBITS
THE COMPANY FROM MAKING DONATIONS TO EU POLITI
CAL ORGANIZATIONS IN THE PERIOD OF 12 MONTHS
FOLLOWING THE COMPANY S ANNUAL GE NERAL MEETING
(AND EACH SUCCEEDING 12 MONTH PERIOD) IN EXCESS
OF AN AGGREGATE OF GBP 5,000 UNLESS THE COMPANY
HAS BEEN AUTHORIZED TO MAKE SUCH DONATIONS BY
ITS SHAREHOLDERS. THE COMPANY HAS NO INTENTION
OF CHANGING ITS CURRENT PRACTIC E OF NOT MAKING
POLITICAL DONATIONS AND WILL NOT DO SO WITHOUT
THE SPECIFIC EN DORSEMENT OF SHAREHOLDERS. HOWEVER,
THE ACT DEFINES EU POLITICAL ORGANIZATIONS WIDELY
TO INCLUDE, AMONGST OTHER THINGS, ORGANIZATIONS
WHICH CARRY ON ACTIVIT IES WHICH ARE CAPABLE
OF BEING REASONABLY REGARDED AS INTENDED TO AFFECT
PUBLI C SUPPORT FOR A POLITICAL PARTY IN ANY
EU MEMBER STATE OR TO INFLUENCE VOTERS IN RELATION
TO ANY REFERENDUM IN ANY EU MEMBER STATE. AS
A RESULT, IT IS POSSI BLE THAT EU POLITICAL ORGANIZATIONS
MAY INCLUDE, FOR EXAMPLE, BODIES CONCERNED WITH
POLICY REVIEW AND LAW REFORM, WITH THE REPRESENTATION
OF THE BUSINESS CO MMUNITY OR SECTIONS OF IT
OR WITH THE REPRESENTATION OF OTHER COMMUNITIES
OR S PECIAL INTEREST GROUPS WHICH IT MAY BE IN
THE GROUP S INTEREST TO SUPPORT. THE ACT REQUIRES
THAT THIS AUTHORIZING RESOLUTION SHOULD NOT PURPORT
TO AUTHORIZE PARTICULAR DONATIONS OR EXPENDITURE.
HOWEVER, THE ACT ALSO REQUIRES DISCLOSUR E IN
THE ANNUAL REPORT OF THE COMPANY OF PARTICULARS
IN RESPECT OF ANY DONATIO N MADE TO AN EU POLITICAL
ORGANIZATION OR ANY EU POLITICAL EXPENDITURE
INCURRE D WHICH IS IN EXCESS OF GBP 200 AND IF
ANY SUCH DONATION IS MADE OR EXPENDITUR E INCURRED
THIS WILL BE DISCLOSED IN THE COMPANY S ANNUAL
REPORT FOR NEXT YEAR AND, AS APPROPRIATE, SUCCEEDING
YEARS. THE COMPANY CONSIDERS THAT THE AUTHORI
TY SOUGHT UNDER RESOLUTION 10 TO ALLOW IT OR
ITS SUBSIDIARIES TO INCUR THIS TY PE OF EXPENDITURE
UP TO AN AGGREGATE LIMIT OF GBP 100,000 IS NECESSARY,
PRINCI PALLY TO ENSURE THAT, BECAUSE OF THE UNCERTAINTY
OVER WHICH BODIES ARE COVERED BY THE DEFINITION
OF EU POLITICAL ORGANIZATION, THE COMPANY DOES
NOT UNINTENT IONALLY BREACH THE ACT. NO DONATIONS
OR EXPENDITURE OF THE TYPE REQUIRING DISC LOSURE
UNDER THE ACT WERE MADE IN THE YEAR ENDED 31
MAR 2004 NOR ARE ANY CONTE MPLATED BUT, ON A
PRECAUTIONARY BASIS, THE DIRECTORS BELIEVE IT
IS APPROPRIATE TO REQUEST THE AUTHORITY SOUGHT
11. AUTHORITY TO ALLOT SHARES - UNDER SECTION 80 Management For
OF THE COMPANIES ACT 1985, DIRECT ORS ARE, WITH
CERTAIN EXCEPTIONS, UNABLE TO ALLOT RELEVANT
SECURITIES WITHOUT THE AUTHORITY OF THE SHAREHOLDERS
IN A GENERAL MEETING. RELEVANT SECURITIES AS
DEFINED IN THE COMPANIES ACT 1985 INCLUDE THE
COMPANY S ORDINARY SHARES OR SE CURITIES CONVERTIBLE
INTO THE COMPANY S ORDINARY SHARES. THIS RESOLUTION
AUTHO RIZES THE DIRECTORS TO ALLOT UP TO 9,000,000,000
ORDINARY SHARES FOR THE PERIO D ENDING ON THE
EARLIER OF 27 OCT 2005 OR THE COMPANY S ANNUAL
GENERAL MEETING IN 2005. THE AUTHORITY REPRESENTS
APPROXIMATELY 13.2% OF THE SHARE CAPITAL IN ISSUE
AT 24 MAY 2004. THIS PERCENTAGE EXCLUDES 800,000,000
ORDINARY SHARES HE LD IN TREASURY AT THAT DATE,
WHICH REPRESENTED 1.2% OF THE SHARE CAPITAL IN
IS SUE AT 24 MAY 2004. THIS AUTHORITY COMPLIES
WITH GUIDELINES ISSUED BY INVESTOR BODIES. THE
DIRECTORS HAVE NO IMMEDIATE PLANS TO MAKE USE
OF THIS AUTHORITY, OTHER THAN TO FULFILL THE
COMPANY S OBLIGATIONS UNDER ITS EXECUTIVE AND
EMPLOY EE SHARE PLANS
S.12 DISAPPLICATION OF PRE-EMPTION RIGHTS - SECTION Management For
89 OF THE COMPANIES ACT 1985 IM POSES RESTRICTIONS
ON THE ISSUE OF EQUITY SECURITIES (AS DEFINED
IN THE COMPAN IES ACT 1985, WHICH INCLUDE THE
COMPANY S ORDINARY SHARES) WHICH ARE, OR ARE
T O BE, PAID UP WHOLLY IN CASH AND NOT FIRST
OFFERED TO EXISTING SHAREHOLDERS. T HE COMPANY
S ARTICLES OF ASSOCIATION ALLOW SHAREHOLDERS
TO AUTHORIZE DIRECTORS FOR A PERIOD UP TO FIVE
YEARS TO ALLOT (A) RELEVANT SECURITIES GENERALLY
UP T O AN AMOUNT FIXED BY THE SHAREHOLDERS AND
(B) EQUITY SECURITIES FOR CASH OTHER THAN IN
CONNECTION WITH A RIGHTS ISSUE UP TO AN AMOUNT
SPECIFIED BY THE SHARE HOLDERS AND FREE OF THE
RESTRICTION IN SECTION 89. IN ACCORDANCE WITH
INSTITUT IONAL INVESTOR GUIDELINES THE AMOUNT
OF EQUITY SECURITIES TO BE ISSUED FOR CAS H OTHER
THAN IN CONNECTION WITH A RIGHTS ISSUE IS RESTRICTED
TO 5% OF THE EXIS TING ISSUED ORDINARY SHARE
CAPITAL. RESOLUTION 12 IS CONDITIONAL ON RESOLUTION
11 HAVING BEEN PASSED AND WILL BE PROPOSED AS
A SPECIAL RESOLUTION. IT AUTHOR IZES THE DIRECTORS
TO ALLOT UP TO 3,300,000,000 ORDINARY SHARES
FOR CASH WITHO UT FIRST BEING REQUIRED TO OFFER
THEM TO EXISTING SHAREHOLDERS FOR THE PERIOD
ENDING ON THE EARLIER OF 27 OCT 2005 OR THE COMPANY
S ANNUAL GENERAL MEETING I N 2005. THE AUTHORITY
REPRESENTS APPROXIMATELY 4.83% OF THE SHARE CAPITAL
IN I SSUE AT 24 MAY 2004 AND COMPLIES WITH GUIDELINES
ISSUED BY INVESTOR BODIES. TH E DIRECTORS HAVE
NO IMMEDIATE PLANS TO MAKE USE OF THIS AUTHORITY,
OTHER THAN TO FULFILL THE COMPANY S OBLIGATIONS
UNDER ITS EXECUTIVE AND EMPLOYEE SHARE PL ANS
S.13 APPROVAL OF MARKET PURCHASES OF ORDINARY SHARES Management For
- IN CERTAIN CIRCUMSTANCES IT MAY BE ADVANTAGEOUS
FOR THE COMPANY TO PURCHASE ITS OWN SHARES. RESOLUTION
13, WHICH WILL BE PROPOSED AS A SPECIAL RESOLUTION,
APPROVES THE PURCHASE BY THE COMPANY OF UP TO
6,600,000,000 ORDINARY SHARES AT A PRICE NOT
EXCEEDING 105% O F THE AVERAGE MIDDLE MARKET
CLOSING PRICE OF SUCH SHARES ON THE FIVE DEALING
D AYS PRIOR TO THE DATE OF PURCHASE. SIMILAR
RESOLUTIONS HAVE BEEN APPROVED BY S HAREHOLDERS
AT PREVIOUS ANNUAL GENERAL MEETINGS OF THE COMPANY.
THE DIRECTORS WILL USE THIS AUTHORITY ONLY AFTER
CAREFUL CONSIDERATION, TAKING INTO ACCOUNT MARKET
CONDITIONS PREVAILING AT THE TIME, OTHER INVESTMENT
OPPORTUNITIES, APPR OPRIATE GEARING LEVELS AND
THE OVERALL POSITION OF THE COMPANY. THE DIRECTORS
WILL ONLY PURCHASE SUCH SHARES AFTER TAKING INTO
ACCOUNT THE EFFECTS ON EARNIN GS PER SHARE AND
THE BENEFIT FOR SHAREHOLDERS. RESOLUTION 13 SPECIFIES
THE MAX IMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED
AND THE MAXIMUM AND MINIMUM PRICES AT WHICH THEY
MAY BE BOUGHT. THE DIRECTORS INTEND TO SEEK THE
RENEWAL OF THES E POWERS AT SUBSEQUENT ANNUAL
GENERAL MEETINGS. THE TOTAL NUMBER OF OPTIONS
TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY
2004 WAS 1,349,727,388. THIS REPRE SENTS 1.98%
OF THE ISSUED CAPITAL AT THAT DATE. IF THE COMPANY
WAS TO BUY BACK THE MAXIMUM NUMBER OF SHARES
PERMITTED PURSUANT TO THIS RESOLUTION, THEN THE
TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES
OUTSTANDING AT 24 MAY 2004 WOU LD REPRESENT 2.2%
OF THE REDUCED ISSUED SHARE CAPITAL. THE COMPANIES
(ACQUISIT ION OF OWN SHARES) (TREASURY SHARES)
REGULATIONS 2003 (THE REGULATIONS ) CAME INTO
FORCE ON 1 DEC 2003. THE REGULATIONS ALLOW COMPANIES
TO HOLD SUCH SHARES ACQUIRED BY WAY OF MARKET
PURCHASE IN TREASURY RATHER THAN HAVING TO CANCEL
T HEM. NO DIVIDENDS ARE PAID ON SHARES WHILE
HELD IN TREASURY AND NO VOTING RIGH TS ATTACH
TO TREASURY SHARES. WHILST IN TREASURY, THE SHARES
ARE TREATED AS IF CANCELLED. ON 18 NOV 2003,
THE COMPANY ANNOUNCED ITS INTENTION TO IMPLEMENT
A SHARE PURCHASE PROGRAMME AND THE DIRECTORS
ALLOCATED GBP 2.5 BILLION TO THE P ROGRAMME.
ON VARIOUS DATES BEGINNING ON 1 DEC 2003, THE
COMPANY HAS MADE MARKE T PURCHASES OF ITS ORDINARY
SHARES IN ACCORDANCE WITH THE APPROVAL GIVEN
BY SH AREHOLDERS AT THE ANNUAL GENERAL MEETING
ON 30 JUL 2003. AS AT 31 MAR 2004, GB P 1.1 BILLION
OF ORDINARY SHARES HAD BEEN PURCHASED IN THIS
WAY AND HELD IN TR EASURY.
S.14 APPROVAL OF CONTINGENT PURCHASE CONTRACTS AND Management For
OFF-MARKET PURCHASES BY THE COMP ANY OF ORDINARY
SHARES - UNDER THE RULES OF THE UK LISTING AUTHORITY
(THE LIST ING RULES) THE COMPANY MAY NOT PURCHASE
ITS SHARES AT A TIME WHEN ANY DIRECTOR IS IN
RECEIPT OF UNPUBLISHED PRICE SENSITIVE INFORMATION
ABOUT THE COMPANY. A CCORDINGLY, NO PURCHASES
OF SHARES WERE MADE IN THE PERIOD FROM 1 APR
2004 UP TO THE ANNOUNCEMENT OF THE FULL YEAR
RESULTS ON 25 MAY 2004 OR AT CERTAIN OTHE R TIMES
WHEN THE DIRECTORS MIGHT HAVE BEEN IN RECEIPT
OF UNPUBLISHED PRICE SEN SITIVE INFORMATION.
THIS INEVITABLY REDUCED THE NUMBER OF SHARES
THE COMPANY W AS ABLE TO PURCHASE UNDER THE SHARE
PURCHASE PROGRAMME. IN ORDER TO ENSURE MAX IMUM
FLEXIBILITY TO UTILIZE THE INCREASED SHARE PURCHASE
PROGRAMME THE COMPANY HAS CONSIDERED A NUMBER
OF METHODS TO ALLOW IT TO BUY SHARES FROM 1 OCT
2004 TO THE ANNOUNCEMENT OF ITS INTERIM RESULTS
AND FROM 1 APR 2005 TO THE ANNOUNCE MENT OF ITS
FULL YEAR RESULTS (THE CLOSE PERIODS). ONE METHOD
IS FOR THE COMPA NY TO SELL PUT OPTIONS (A CONTRACT
WHICH GIVES ONE PARTY THE OPTION TO REQUIRE THE
OTHER TO PURCHASE SHARES AT A PREDETERMINED PRICE
ON A SET DATE IN THE FU TURE) PRIOR TO CLOSE
PERIODS, WITH THE EXERCISE DATES FOR SUCH PUT
OPTIONS FAL LING IN THE NEXT CLOSE PERIOD (THE
PUT OPTIONS). THIS WOULD EFFECTIVELY ALLOW THE
COMPANY TO PURCHASE SHARES, PROVIDED THE PUT
OPTIONS WERE EXERCISED, WITHO UT BREACHING THE
LISTING RULES. ANOTHER METHOD TO PURCHASE SHARES,
WHICH DOES NOT REQUIRE SHAREHOLDER APPROVAL,
WOULD BE TO PLACE IRREVOCABLE MARKET ORDERS WITH
COUNTERPARTIES PRIOR TO THE CLOSE PERIOD. UNDER
THE PROVISIONS OF SECTIO NS 164 AND 165 OF THE
COMPANIES ACT 1985, THE PUT OPTIONS ARE CONTINGENT
PURCH ASE CONTRACTS AND OFF-MARKET PURCHASES
BY THE COMPANY AND ACCORDINGLY RESOLUTI ON 14,
WHICH WILL BE PROPOSED AS A SPECIAL RESOLUTION,
SEEKS SHAREHOLDER APPRO VAL TO THE TERMS OF THE
CONTRACTS (THE CONTINGENT PURCHASE CONTRACTS)
TO BE EN TERED INTO BETWEEN THE COMPANY AND EACH
OF BARCLAYS BANK PLC, CALYON, CITIGROU P GLOBAL
MARKETS U.K. EQUITY LIMITED, COMMERZBANK AG,
DEUTSCHE BANK AG LONDON BRANCH, J.P. MORGAN SECURITIES
LTD., LEHMAN BROTHERS INTERNATIONAL (EUROPE),
T HE TORONTO-DOMINION BANK LONDON BRANCH AND
UBS AG (EACH A BANK), DRAFTS OF WHI CH WILL BE
PRODUCED TO THE AGM.* EACH CONTINGENT PURCHASE
CONTRACT WILL CONSIS T OF THREE DOCUMENTS: A
STANDARD ISDA MASTER AGREEMENT AND SCHEDULE PLUS
A FOR M OF CONFIRMATION.* EACH CONTINGENT PURCHASE
CONTRACT WILL GIVE THE BANK THE R IGHT, BUT NOT
THE OBLIGATION, TO REQUIRE THE COMPANY TO PURCHASE
UP TO A MAXIM UM OF 25 MILLION OF THE COMPANY
S ORDINARY SHARES.* EACH CONTINGENT PURCHASE
C ONTRACT WILL BE ENTERED INTO OUTSIDE A CLOSE
PERIOD BUT BE EXERCISABLE DURING THE NEXT CLOSE
PERIOD BY THE BANK. ACCORDINGLY, THE MINIMUM
AND MAXIMUM AMOUNT OF TIME BETWEEN A CONTINGENT
PURCHASE CONTRACT BEING ENTERED INTO AND THE
PUT OPTION POTENTIALLY BEING EXERCISED IS 1 DAY
AND 5 MONTHS RESPECTIVELY.* SHOUL D SHAREHOLDER
APPROVAL BE GRANTED, ANY NUMBER OF CONTINGENT
PURCHASE CONTRACTS MAY BE ENTERED INTO WITH EACH
BANK AT ANY TIME, PROVIDED THAT: - THE TOTAL
MA XIMUM NUMBER OF SHARES WHICH THE COMPANY CAN
BE OBLIGED TO PURCHASE PURSUANT T O ALL THE CONTINGENT
PURCHASE AGREEMENTS IS 660 MILLION; - THE TOTAL
COST OF T HE SHARES THAT THE COMPANY PURCHASES
DOES NOT EXCEED GBP 750 MILLION (INCLUDIN G COSTS
BUT AFTER DEDUCTING PREMIA RECEIVED); - THE MAXIMUM
PRICE (EXCLUDING E XPENSES) THAT CAN BE PAID
FOR ANY SHARE IS AN AMOUNT EQUAL TO 105% OF THE
AVER AGE MIDDLE MARKET CLOSING PRICE OF THE COMPANY
S SHARES AS DERIVED FROM THE OF FICIAL LIST OF
THE LONDON STOCK EXCHANGE FOR THE FIVE DAYS IMMEDIATELY
PRECEDI NG THE DAY ON WHICH THE CONTINGENT PURCHASE
CONTRACT WAS ENTERED INTO AND WILL BE LESS THAN
THE MIDDLE MARKET SHARE PRICE AT THE TIME THE
CONTINGENT PURCHAS E CONTRACT WAS ENTERED INTO;
- THE MINIMUM PRICE THAT CAN BE PAID FOR ANY
SHAR E IS USD 0.10; AND - ONLY ONE CONTINGENT
PURCHASE CONTRACT WILL SETTLE ON ANY PARTICULAR
DAY.* UNDER EACH CONTINGENT PURCHASE CONTRACT
A PREMIUM IS PAYABLE IN ADVANCE BY THE BANK TO
THE COMPANY. THE PREMIUM WILL BE FIXED IN ACCORDANCE
WITH A FORMULA, THE INPUTS FOR WHICH WILL BE
BASED ON MARKET PRICES FOR THE C OMPANY S SHARE
PRICE AND THE RISK FREE RATE FOR STERLING. THE
COMPANY WILL CHO OSE THE PURCHASE PRICE AND THE
TIME TO MATURITY OF THE OPTION, BOTH SUBJECT
TO THE RESTRICTIONS ABOVE. THE FORMULA IS BASED
ON THE BLACK-SCHOLES FORMULA, WH ICH IS COMMONLY
USED TO PRICE OPTIONS. ALL THE INPUTS TO THIS
FORMULA, WITH TH E EXCEPTION OF VOLATILITY, ARE
TAKEN FROM PUBLIC INFORMATION SOURCES, SUCH AS
BLOOMBERG OR REUTERS. THE BANK WILL PROVIDE THE
VOLATILITY ON THE DAY ON WHICH THE CONTINGENT
PURCHASE CONTRACT IS ENTERED INTO WITH SUCH BANK.
THE COMPANY WILL NOT ENTER INTO A CONTINGENT
PURCHASE CONTRACT IF THE ANNUALIZED VOLATILIT
Y OF ITS ORDINARY SHARES IS LESS THAN 20 PER
CENT, WHICH IS LESS THAN ITS RECE NT LEVELS.*
SHARES PURCHASED VIA A CONTINGENT PURCHASE CONTRACT
WILL REDUCE TH E NUMBER OF SHARES THAT THE COMPANY
WILL PURCHASE UNDER RESOLUTION 13 ABOVE. N O
SHARES WILL BE PURCHASED UNDER RESOLUTION 13
ON THE SAME DAY THAT A CONTINGE NT PURCHASE CONTRACT
IS ENTERED INTO.* THE AUTHORITY GRANTED TO THE
COMPANY UN DER THIS RESOLUTION WILL EXPIRE AT
THE CONCLUSION OF THE AGM OF THE COMPANY HE LD
IN 2005 OR ON 27 OCT 2005, WHICHEVER IS EARLIER,
UNLESS SUCH AUTHORITY WAS RENEWED PRIOR TO THAT
TIME (EXCEPT IN RELATION TO THE PURCHASE OF ORDINARY
SHA RES THE CONTINGENT PURCHASE CONTRACT FOR
WHICH WAS CONCLUDED BEFORE THE EXPIRY OF SUCH
AUTHORITY AND WHICH MIGHT BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXP IRY).* THE CONTINGENT
PURCHASE CONTRACTS WILL ALWAYS, WHERE THE PUT
OPTION IS EXERCISED, BE PHYSICALLY SETTLED BY
DELIVERY OF SHARES TO THE COMPANY (EXCEPT IN
THE CASE OF CERTAIN EVENTS OF DEFAULT).* THE
COMPANIES (ACQUISITION OF OWN SHARES) (TREASURY
SHARES) REGULATIONS 2003 ALLOW COMPANIES TO HOLD
SUCH SHARES ACQUIRED BY WAY OF MARKET PURCHASE
IN TREASURY. THE COMPANY WILL HOLD ANY OF ITS
OWN SHARES THAT IT PURCHASES PURSUANT TO THE
AUTHORITY CONFERRED BY THIS R ESOLUTION AS TREASURY
STOCK. THIS WOULD GIVE THE COMPANY THE ABILITY
TO RE-ISS UE TREASURY SHARES QUICKLY AND COST-EFFECTIVELY
AND WOULD PROVIDE THE COMPANY WITH ADDITIONAL
FLEXIBILITY IN THE MANAGEMENT OF ITS CAPITAL
BASE. NO DIVIDEND S WILL BE PAID ON SHARES WHILST
HELD IN TREASURY AND NO VOTING RIGHTS WILL ATT
ACH TO THE TREASURY SHARES. WHILST IN TREASURY,
THE SHARES ARE TREATED AS IF C ANCELLED. THE
TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES
OUTSTANDING AT 24 MAY 2004 WAS 1,349,727,388.
THIS REPRESENTS 1.98% OF THE ISSUED CAPITAL AT
THAT DATE. IF THE COMPANY WAS TO BUY BACK THE
MAXIMUM NUMBER OF SHARES PERMITT ED PURSUANT
TO THIS RESOLUTION, THEN THE TOTAL NUMBER OF
OPTIONS TO SUBSCRIBE FOR SHARES OUTSTANDING AT
24 MAY 2004 WOULD REPRESENT 2.2% OF THE REDUCED
SHAR E CAPITAL. THE DIRECTORS WILL USE THIS AUTHORITY
ONLY AFTER CAREFUL CONSIDERAT ION, TAKING INTO
ACCOUNT MARKET CONDITIONS PREVAILING AT THE TIME,
OTHER INVES TMENT OPPORTUNITIES, APPROPRIATE
GEARING LEVELS AND THE OVERALL FINANCIAL POSI
TION OF THE COMPANY. THE DIRECTORS WILL ONLY
PURCHASE SUCH SHARES AFTER TAKING INTO ACCOUNT
THE EFFECTS ON EARNINGS PER SHARE AND THE BENEFIT
FOR SHAREHOLDE RS
- -----------------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON
Issuer: W26049119 ISIN: SE0000108656
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
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.
1. ELECT THE CHAIRMAN OF THE MEETING Management
2. APPROVE THE PREPARATION AND THE VOTING LIST Management
3. APPROVE THE AGENDA OF THE MEETING Management
4. APPROVE TO DETERMINE AS TO WHETHER THE MEETING Management
HAS BEEN ANNOUNCED
5. ELECT TWO PERSONS TO APPROVE THE MINUTES Management
6. AMEND SECTION 6 IN THE ARTICLES OF ASSOCIATION Management
IN ACCORDANCE WITH THE VOTING R IGHT FOR EACH
SHARE OF SERIES B IS CHANGED FROM ONE THOUSANDTH
PART OF ONE VOT E TO ONE TENTH PART OF ONE VOTE
AND ONE SHARE OF SERIES B MAY BE CONVERTED TO
ONE SHARE OF SERIES A DURING THE PERIOD AS SPECIFIED,
BY THE HOLDERS OF A SPEC IAL CONVERSION RIGHT
AND THE COMPANY SHALL APPLY FOR THE REGISTRATION
OF THE C ONVERSION ONCE A MONTH DURING THE PERIOD;
AND THE ISSUE OF THE CONVERSION RIGH TS TO EACH
HOLDER OF A SHARE OF SERIES A AND EACH SHARE
OF SERIES A WILL ENTIT LE TO ONE CONVERSION RIGHT
AND EACH CONVERSION RIGHT ENTITLES THE HOLDER
TO CO NVERT ONE SHARE OF SERIES B TO ONE SHARE
OF SERIES ON THE TERMS STATED IN THE AMENDMENTS
OF 6; AND EACH REGISTERED HOLDER FOR EACH SHARE
OF SERIES A, RECEIV E A CONVERSION RIGHT
7. APPROVE THE ABANDONMENT OF SHARES OF THE SERIES Management
A AND THE COMPENSATION FOR THE DIFFERENCE IN
THE SHARE PRICE BETWEEN THE SHARES OF SERIES
A AND B SHOULD BE PAID WITH AN AMOUNT EQUALING
SUCH DIFFERENCE, COMPENSATION SHOULD BE PAID
IN T HE SHARES OF SERIES B
8. CLOSING OF THE MEETING Management
* PLEASE NOTE THAT IF YOUR SHARES ARE HELD IN A Non-Voting
BLOCKING MARKET THEY MIGHT BE BL OCKED FOR THIS
MEETING. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------------
THOMSON
Issuer: F91823108 ISIN: FR0000184533 BLOCKING
SEDOL: 5802375, 5988930, 5994012, 7165537, B030QW0, B03XP44
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
E.1 APPROVE TO ISSUE OUT OF FRANCE A SUBORDINATE Management
BOND ISSUE TO BE SUBSCRIBED BY CA SH AND BY COMPENSATION
OF DEBT SECURITIES, OF A NOMINAL VALUE OF USD
499,999,4 40.00 ABOUT EUR 403,974,662.00 ON
THE EXCHANGE RATE BASIS OF 1,2377 IN FORCE ON
20 JUL 2004 REPRESENTED BY 23,084 BONDS OF A
NOMINAL VALUE OF USD 21,660.0 0 EACH, CONVERTIBLE
AND EXCHANGEABLE INTO 23,084,000 NEW SHARES OR
EXISTING CO MPANY S SHARES OF A PAR VALUE OF
EUR 3.75; THE NOMINAL AMOUNT OF THE BOND ISSU
E WILL AFFECT THE LIMIT OF EUR 2,000,000,000.00
AIMED AT RESOLUTION 22 ADOPTED BY THE COMBINED
GENERAL MEETING OF 07 MAY 2004; APPROVE TO CANCEL
THE BOND SH AREHOLDERS PRE-EMPTIVE RIGHT OF
SUBSCRIPTION TO THE PROFIT OF SILVER LAKE PAR
TNERS AFFILIATED FUNDS CALLED SLP I TSA L.L.C.,
SLP II TSA L.L.C. AND SLP AFL TSA L.L.C.; GRANT
AUTHORITY TO INCREASE THE CAPITAL AND THE ISSUE
OF SHARES R ESULTING FROM THE CONVERSION OF BONDS,
OF EUR 86,565,000.00, WHICH CORRESPONDS TO THE
ISSUE OF A MAXIMUM OF 23,084,000 NEW SHARES
THIS INCREASE WILL AFFECT THE LIMIT OF EUR 250,000,000.00
AIMED AT RESOLUTION 22 ADOPTED BY THE COMBINE
D GENERAL MEETING OF 07 MAY 2004 ; AND AUTHORIZE
THE MANAGING DIRECTOR, FOR A PERIOD OF 18 MONTHS
STARTING FROM THE PRESENT MEETING, WITH THE POSSIBILITY
OF DELEGATION, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMA LITIES
E.2 GRANT AUTHORITY TO PROCEED, IN FRANCE OR ABROAD Management
AND IN ONE OR IN SEVERAL STAGE S, WITH THE ISSUE,
WITHOUT THE BOND SHAREHOLDERS PRE-EMPTIVE RIGHT
OF SUBSCRI PTION TO THE PROFIT OF SHAREHOLDERS
WHO HAVE PURCHASED OR SUBSCRIBED COMPANY S SHARES
BEFORE 30 JUN 2002, OF EQUITY WARRANTS OR WARRANTS
GIVING THE RIGHT TO PURCHASE COMPANY S SHARES,
WHICH SHALL GIVE THE RIGHT TO SUBSCRIBE NEW OR
PUR CHASE EXISTING COMPANY S SHARES FOR A MAXIMUM
NOMINAL AMOUNT OF EUR 56,250,000 .00, WHICH CORRESPONDS
TO A GLOBAL LIMIT OF 15,000,000 NEW SHARES TO
BE SUBSCR IBED. THIS AMOUNT WILL AFFECT THE LIMIT
AIMED AT RESOLUTION 22 ADOPTED BY THE COMBINED
GENERAL MEETING OF 07 MAY 2004; AUTHORIZE THE
BOARD OF DIRECTORS TO P ROCEED, IN FRANCE OR
ABROAD, WITH ISSUES WITHIN A LIMIT OF 15,000,000
SHARES AUTHORITY EXPIRES AT THE END OF 18 MONTHS
STARTING FROM THE PRESENT MEETING ; AND AUTHORIZE
THE BOARD OF DIRECTORS, WITH THE POSSIBILITY
OF SUB-DELEGATION, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.3 AUTHORIZE THE BOARD OF DIRECTORS, IN CANCELLATION Management
AND REPLACEMENT OF THE DELEG ATION GIVEN IN RESOLUTION
24 AT THE COMBINED GENERAL MEETING OF 07 MAY
2004, W ITH THE POSSIBILITY OF SUB-DELEGATION,
TO PROCEED, IN FRANCE OR ABROAD, WITH A SHARE
CAPITAL INCREASE BY WAY OF ISSUING SHARES OR
OTHER SECURITIES GIVING AC CESS TO THE COMPANY
CAPITAL, GRANTED TO MEMBERS OF AN ENTERPRISE
SAVINGS PLAN THIS CAPITAL INCREASE SHALL NOT
EXCEED THE NOMINAL AMOUNT OF EUR 7,500,000.00
; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS
STARTING FROM THE PRESENT MEE TING ; AND AUTHORIZE
THE BOARD OF DIRECTORS, WITH THE POSSIBILITY
OF DELEGATIO N, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.4 APPOINT, SUBJECT TO THE ADOPTION OF THE RESOLUTION Management
E.O.1, MR. DAVID ROUX AS DI RECTOR FOR A PERIOD
OF 4 YEARS
O.5 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
* PLEASE NOTE THAT THE MEEETING HELD ON 07 SEP Non-Voting
2004 HAS BEEN POSTPONED DUE TO LA CK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 15 SEP 2004. PLEA SE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUC TIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------------
CARLTON COMMUNICATIONS PLC
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THAT: 1) THE COMPANY BE RE-REGISTERED Management For
AS A PRIVATE COMPANY; 2) EFFECTI VE FROM THE
DATE OF INCORPORATION OF THE COMPANY AS A PRIVATE
COMPANY, THE NAM E OF THE COMPANY BE CHANGED
TO CARLTON COMMUNICATIONS LIMITED; AND 3) EFFECTIV
E FROM THE DATE OF INCORPORATION OF THE COMPANY
AS A PRIVATE COMPANY, THE MEMO RANDUM OF ASSOCIATION
OF THE COMPANY BE ALTERED AS FOLLOWS: A) BY DELETING
IN CLAUSE 1 THE WORD PLC AND SUBSTITUTING FOR
IT THE WORD LIMITED; B) BY DELETING THE EXISTING
CLAUSE NUMBERED 2; AND C) BY RE-NUMBERING THE
EXISTING CLAUSES N UMBERED 3 TO 6 AS CLAUSES
2 TO 5
- -----------------------------------------------------------------------------------------------------------------------------------
TDC A/S (EX?: TELE DANMARK AS)
Issuer: K94545108 ISIN: DK0010253335
SEDOL: 5698790, 5700297
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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
1. ELECT THE CHAIRMAN OF THE MEETING Management
2.A AMEND ARTICLES 9, CLAUSE 2, SUB-CLAUSE 6, ARTICLE14, Management
CLAUSE 1 AND ARTICLE 14, CLAUSE 7 THE ARTICLES
OF ASSOCIATION AS FOLLOWS: THE CHAIRMAN AND THE
VICE-CHA IRMAN OF THE BOARD OF DIRECTORS ARE
ELECTED BY THE BOARD OF DIRECTORS INSTEAD OF
BY THE GENERAL MEETING
2.B AMEND ARTICLE 9, CLAUSE 2, SUB-CLAUSE 6 AND ARTICLE Management
14, CLAUSES 2-9 OF THE ART ICLES OF ASSOCIATION
AS FOLLOWS: THE PROVISIONS REGARDING ALTERNATES
FOR THE M EMBERS OF THE BOARD OF DIRECTORS ARE
REPEALED
2.C AMEND ARTICLE 14, CLAUSE 1 AND CLAUSE 6 OF THE Management
ARTICLES OF ASSOCIATION AS FOLL OWS: THE NUMBER
OF MEMBERS OF THE BOARD OF DIRECTORS IS AMENDED
TO 6-8
2.D AMEND ARTICLE 16, CLAUSE 1 OF THE ARTICLES OF Management
ASSOCIATION AS FOLLOWS: THE NUMB ER OF MEMBERS
OF THE EXECUTIVE COMMITTEE IS AMENDED TO 2-4
3.1 ELECT MR. STINE BOSSE AS A MEMBER OF THE BOARD Management
OF DIRECTORS
3.2 ELECT MR. PREBEN DAMGAARDOG PER-ARNE SANDSTROM Management
AS A MEMBER OF THE BOARD OF DIR ECTORS
4. AOB Other
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GRAFTON GROUP PLC
Issuer: G4035Q189 ISIN: IE00B00MZ448
SEDOL: B00MZ44, B00NKF3
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ACQUISITION ACQUISITION OF THE Management For
SHARE CAPITAL, ISSUED AND TO BE I SSUED, OF THE
HEITON GROUP PLC HEITON ON THE TERMS AND SUBJECT
TO THE CONDIT IONS STATED IN THE OFFER DOCUMENT
DATED 09 SEP 2004 SENT TO HEITON SHAREHOLDER
S INCLUDING ANY AMENDMENT OR VARIATION THEREOF
OFFER AND AUTHORIZE THE DIR ECTORS TO COMPLETE
THE ACQUISITION AND THE OFFER INCLUDING WITHOUT
LIMITATION TO WAIVE, AMEND, REVISE, VARY OR EXTEND
ANY OF THE TERMS AND/OR CONDITIONS OF THE OFFER
AND/OR AGREE ON BEHALF OF THE COMPANY ANY MODIFICATION
TO THE OFFER WHICH IS NOT MATERIAL AND TO DO
ALL SUCH THINGS AND EXECUTE ALL SUCH DOCUMEN
TS AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE
IN CONNECTION WITH THE OFFER AND THE ACQUISITION
S.2 AUTHORIZE THE DIRECTORS OF WEEKSBURY LIMITED, Management For
FOR THE PURPOSES OF SECTION 224( 3) OF THE COMPANIES
ACT 1990, THAT TERMS OF THE CONTRACT CONTRACT
BE CONSTIT UTED BY THE OFFER DOCUMENT AS SPECIFIED
IN ACCORDANCE WITH SECTION 213(5) OF T HE COMPANIES
ACT 1990, PURSUANT TO WHICH WEEKSBURY LIMITED,
A SUBSIDIARY OF TH E COMPANY, TO ACQUIRE SHARES
IN THE COMPANY AND TO DO ALL SUCH THINGS AS THEY
IN THEIR ABSOLUTE DISCRETION MAY CONSIDER NECESSARY
OR APPROPRIATE IN CONNECT ION WITH THE CONTRACT
AND THE ACCEPTANCE OF THE OFFER AS SPECIFIED
, INCLUDIN G WAIVING ANY OF THE TERMS AND/OR
CONDITIONS OF THE SAID OFFER AND RELEASING A
NY OF THE RIGHTS OF THE WEEKSBURY LIMITED UNDER
THE CONTRACT
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DIAGEO PLC
Issuer: G42089113 ISIN: GB0002374006
SEDOL: 0237400, 5399736, 5409345, 5460494
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For
AND THE ACCOUNTS FOR THE YE 3 0 JUN 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 30 JUN 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
5. RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
6. RE-ELECT MR. P.A. WALKER AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
7. ELECT MR. H.T. STITZER AS A DIRECTOR Management For
8. ELECT MR. J.R. SYMONDS AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For
COMPANY UNTIL THE CONCLUSION O F THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND A UTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For
BY PARAGRAPH 4.3 OF ARTI CLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CO NCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 19 JAN 2006, WHICHEVER IS EARLIE R AND
FOR SUCH PERIOD THE MAXIMUM AMOUNT OF EQUITY
SECURITIES WHICH THE DIRECT ORS MAY SO ALLOT
IN ACCORDANCE WITH PARAGRAPH 4.4 (C) OF ARTICLE
4 SECTION 95 PRESCRIBED AMOUNT REFERRED TO
IN ARTICLE 4.4(C) SHALL BE GBP 44,234,986
S.11 AMEND ARTICLE 46.1 OF THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY
S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES A CT 1985 AS AMENDED
OF UP TO 305,752,223 OF ITS ORDINARY SHARES
OF 28 101/10 8 PENCE EACH, AT A MINIMUM PRICE
OF 28 101/108 PENCE FOR AN ORDINARY SHARE AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FR OM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; THE COMPANY, BEF ORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
13. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For
ACCORDANCE WITH THE SCHEDULE OF A MENDMENTS PRODUCED
TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
14. AUTHORIZE THE BOARD TO AMEND THE DIAGEO EXECUTIVE Management For
SHARE OPTION PLAN IN ACCORDA NCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PA SSING OF RESOLUTION 11
15. AMEND THE DISCRETIONARY INCENTIVE PLAN IN ACCORDANCE Management For
WITH THE SCHEDULE OF AMEN DMENTS PRODUCED TO
THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
16. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 2001 Management For
SHARE INCENTIVE PLAN IN ACCORDANC E WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING,
SUBJECT TO THE PASS ING OF RESOLUTION 11
17. AUTHORIZE THE BOARD TO AMEND THE UK SHARESAVE Management For
SCHEME 2000 IN ACCORDANCE WITH T HE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF R ESOLUTION 11
18. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 1999 Management For
IRISH SHARESAVE SCHEME IN ACCORDA NCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING,
SUBJECT TO THE PA SSING OF RESOLUTION 11
19. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For
ACCORDANCE WITH THE SCHEDULE OF A MENDMENTS PRODUCED
TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL
LIMIT ON ANNU AL AWARDS UNDER THE LONG TERM INCENTIVE
PLAN IS INCREASED TO 250% OF ANNUAL SA LARY
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CENTRICA PLC
Issuer: G2018Z127 ISIN: GB0005734388
SEDOL: 0573438, 5686104
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, SUBJECT TO AND CONDITIONAL UPON ADMISSION Management For
OF THE NEW ORDINARY SHARES AS SPECIFIED TO THE
OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY
AN D TO TRADING ON THE LONDON STOCK EXCHANGE
PLC BECOMING EFFECTIVE: A) TO SUBDIV IDE ALL
THE ORDINARY SHARES OF 5 5/9 PENCE EACH IN THE
CAPITAL OF THE COMPANY WHICH AT THE CLOSE OF
BUSINESS ON 22 OCT 2004 OR SUCH OTHER TIME AND
DATE AS THE DIRECTORS OF THE COMPANY MAY DETERMINE
AS SPECIFIED, WHETHER ISSUED OR UN ISSUED INTO
NEW ORDINARY SHARES OF 50/81 OF A PENNY EACH
IN THE CAPITAL OF THE COMPANY THE INTERMEDIATE
ORDINARY SHARES ; B) TO CONSOLIDATE ALL IMMEDIATE
ORDINARY SHARES THAT ARE IN ISSUE INTO NEW ORDINARY
SHARES OF 6 14/81 PENCE E ACH IN THE CAPITAL
OF THE COMPANY THE UNISSUED NEW ORDINARY SHARES
, PROVID ED THAT, WHERE SUCH CONSOLIDATION WOULD
OTHERWISE RESULT IN A FRACTION OF AN U NISSUED
NEW ORDINARY SHARE, AND CANCEL, PURSUANT TO SECTION
121(2)(E) OF THE C OMPANIES ACT 1985, THAT NUMBER
OF INTERMEDIATE ORDINARY SHARES WHICH WOULD OTH
ERWISE SUCH FRACTION; AND C) TO CONSOLIDATE IMMEDIATELY
THEREAFTER, ALL THE IN TERMEDIATE ORDINARY SHARES
THAT ARE IN ISSUE INTO NEW ORDINARY SHARES OF
6 14/ 81 PENCE EACH IN THE COMPANY THE NEW ORDINARY
SHARES , PROVIDED THAT, WHERE S UCH CONSOLIDATION
RESULTS IN ANY SHAREHOLDER BEING ENTITLED TO
A FRACTION OF A NEW ORDINARY SHARES, SUCH FRACTION
SHALL SO FAR AS POSSIBLE, BE AGGREGATED WI TH
THE FRACTIONS OF A NEW ORDINARY SHARE TO WHICH
OTHER SHAREHOLDERS OF THE CO MPANY MAY BE ENTITLED
AND AUTHORIZE THE DIRECTORS OF THE COMPANY, IN
ACCORDANC E WITH THE COMPANY S ARTICLES OF THE
COMPANY TO SELL OR APPOINT ANY OTHER PER SON
TO SELL , ON BEHALF OF THE RELEVANT SHAREHOLDERS,
ALL THE NEW ORDINARY SHA RES REPRESENTING SUCH
FRACTIONS AT THE BEST PRICE REASONABLY OBTAINABLE
TO ANY PERSON, AND TO DISTRIBUTE THE PROCEEDS
OF THE SALE NET OF EXPENSES IN DUE P ROPORTION
AMONG THE RELEVANT SHAREHOLDERS ENTITLE THERETO
SAVE THAT ANY FRACT ION OF A PENNY WHICH WOULD
OTHERWISE BE PAYABLE SHALL BE ROUNDED UP OR DOWN
IN ACCORDANCE WITH THE USUAL PRACTICE OF THE
REGISTRARS OF THE COMPANY AND AUTH ORIZE ANY
DIRECTOR OF THE COMPANY OR ANY PERSON APPOINTED
BY THE DIRECTORS OF THE COMPANY TO EXECUTE AN
INSTRUMENT OF TRANSFER IN RESPECT OF SUCH SHARES
O N BEHALF OF THE RELEVANT SHAREHOLDERS AND TO
DO ALL SUCH ACTS AND THINGS THE D IRECTORS CONSIDER
NECESSARY OR EXPEDIENT TO EFFECT THE TRANSFER
OF SUCH SHARES TO, OR IN ACCORDANCE WITH THE
DIRECTIONS OF, ANY BUYER OF ANY SUCH SHARES
2. AUTHORIZE THE COMPANY, SUBJECT TO AND CONDITIONAL Management For
UPON THE PASSING OF RESOLUTI ON 1 ABOVE AND PURSUANT
TO ARTICLE 10 OF THE COMPANY S ARTICLES OF ASSOCIATION
, TO MAKE MARKET PURCHASES SECTION 163 OF THE
COMPANIES ACT 1985 OF UP TO 34 9,705,272 NEW
ORDINARY SHARES OF 6 14/81 PENCE, AT A MINIMUM
PRICE EQUAL TO TH E NOMINAL VALUE AND NOT MORE
THAN 105% ABOVE THE AVERAGE MIDDLE MARKET QUOTATI
ONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST , OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CON CLUSION OF THE NEXT AGM OF THE COMPANY
OR 09 AUG 2004 ; THE COMPANY, BEFORE TH E EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------------
HAYS PLC
Issuer: G4361D109 ISIN: GB0004161021
SEDOL: 0416102, 5607688
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT: (I) UPON THE RECOMMENDATION OF Management For
THE DIRECTORS OF THE COMPANY AND CONDITIONAL
ON THE REDEMPTION OF THE PREFERENCE SHARES OF
THE COMPANY AND THE APPROVAL OF THE DIRECTORS
OF THE COMPANY AND IMMEDIATELY PRIOR TO THE ORDINARY
SHARES (DX SERVICES SHARES) IN DX SERVICES PLC
(DX SERVICES) ISSUES AND TO BE ISSUED TO HOLDERS
OF ORDINARY SHARES OF THE COMPANY (HAYS ORDINARY
SHARES) IN CONNECTION WITH THE DEMERGER, BEING
ADMITTED TO THE OFFICIAL LIST OF THE UK L ISTING
AUTHORITY AND TO TRADING ON THE LONDON STOCK
EXCHANGE S MARKET FOR LIST ED SECURITIES (ADMISSION)
AN INTERIM DIVIDEND ON THE HAYS ORDINARY SHARES,
EQU AL TO THE AGGREGATE BOOK VALUE OF THE COMPANY
S INTEREST IN ITS WHOLLY-OWNED S UBSIDIARY, DX
NETWORK SERVICES LIMITED, BE AND IS HEREBY DECLARED
PAYABLE TO H OLDERS OF HAYS ORDINARY SHARES ON
THE REGISTER OF MEMBERS OF THE COMPANY AT 5:
00 A.M. (LONDON TIME) ON 01 NOV 2004, SUCH DIVIDEND
TO BE SATISFIED BY THE TRA NSFER EFFECTIVE IMMEDIATELY
PRIOR TO ADMISSION BY THE COMPANY TO DX SERVICES
O F THE ENTIRE ISSUED SHARE CAPITAL OF DX NETWORK
SERVICES LIMITED, IN CONSIDERA TION FOR WHICH
DX SERVICES HAS AGREED TO ALLOT AND ISSUE THE
DX SERVICES SHARE S, EFFECTIVE IMMEDIATELY PRIOR
TO ADMISSION AND CREDITED AS FULLY PAID, TO SUC
H SHAREHOLDERS IN THE PROPORTION OF ONE DX SERVICES
SHARE FOR EVERY ONE HAYS O RDINARY SHARE THEN
HELD BY SUCH SHAREHOLDERS SO THAT IMMEDIATELY
PRIOR TO ADMI SSION ALL HOLDERS OF HAYS SHARES
WILL HOLD ONE DX SERVICES SHARE FOR EACH HAYS
ORDINARY SHARE HELD AT THE DEMERGER RECORD TIME
(THE DX SERVICES SHARE ISSUE) ; (II) UPON ADMISSION,
THE CONSOLIDATION OF EVERY TWENTY DX SERVICES
SHARES OF NOMINAL VALUE OF 2 PENCE EACH INTO
1 DX SERVICES SHARE OF NOMINAL VALUE OF 40 PENCE
EACH BE APPROVED; (III) SUBJECT TO AND CONDITIONAL
UPON ADMISSION, THE PROPOSALS WITH RESPECT TO
OPTIONS AND AWARDS UNDER THE HAYS EMPLOYEE SHARE
SCH EMES BE APPROVED SUBJECT TO ANY MODIFICATION
CONSISTENT WITH THOSE PROPOSALS T HAT THE DIRECTORS
CONSIDER NECESSARY OR DESIRABLE AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO DO OR PROCURE
TO BE DONE ALL SUCH ACTS AND THINGS AS THEY CO
NSIDER NECESSARY OR DESIRABLE FOR CARRYING THE
SAME INTO EFFECT; AND (IV) THE DIRECTORS OF THE
COMPANY BE AUTHORIZED TO DO OR PROCURE TO BE
DONE ALL SUCH AC TS AND THINGS ON BEHALF OF THE
COMPANY AND ANY OF ITS SUBSIDIARIES AS THEY CON
SIDER NECESSARY OR EXPEDIENT FOR THE PURPOSE
OF GIVING EFFECT TO THE DEMERGER PROVIDED NO
SUCH ACT OR THING IS MATERIALLY INCONSISTENT
WITH ANY MATTER AS SP ECIFIED
S.2 APPROVE, SUBJECT TO AND CONDITIONAL ON THE DX Management For
SERVICES SHARE ISSUE AND THE SHA RE CONSOLIDATION,
TO REDUCE THE NOMINAL VALUE OF EACH DX SERVICES
SHARE FROM 4 0 PENCE TO 5 PENCE
3. APPROVE, CONDITIONAL ON THE PASSING OF RESOLUTION Management For
1, THE ESTABLISHMENT BY DX S ERVICES OF THE DX
SERVICES RESTRICTED SHARE PLAN
4. APPROVE, CONDITIONAL ON THE PASSING OF RESOLUTION Management For
1, THE ESTABLISHMENT BY DX S ERVICES OF THE DX
SERVICES LONG TERM CO-INVESTMENT PLAN
5. APPROVE, CONDITIONAL ON THE PASSING OF RESOLUTION Management For
1, THE ESTABLISHMENT BY DX S ERVICES OF THE DX
SERVICES SAVE-AS-YOU-EARN SCHEME
- -----------------------------------------------------------------------------------------------------------------------------------
WOLSELEY PLC
Issuer: G97278108 ISIN: GB0009764027
SEDOL: 0976402, 5848175
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
ACCOUNTS AND THE AUDITORS REP ORT THEREON FOR
THE YE 31 JUL 2004
2. RECEIVE AND ADOPT THE DIRECTORS REMUNERATION Management For
FOR THE YE 31 JUL 2004
3. DECLARE A FINAL DIVIDEND OF 16.0 PENCE PER ORDINARY Management For
SHARE
4. ELECT MR. STEIN AS A DIRECTOR OF THE COMPANY Management For
5. ELECT MR. DUFF AS A DIRECTOR OF THE COMPANY Management For
6. ELECT MR. BANKS AS A DIRECTOR OF THE COMPANY Management For
7. ELECT MR. HORNSBY AS A DIRECTOR OF THE COMPANY Management For
8. ELECT MR. MURRAY AS A DIRECTOR OF THE COMPANY Management For
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS UNTIL THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY
10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
11. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
SECTION 80 UP TO A MAXI MUM NOMINAL AMOUNT
OF GBP 50,000,000; AUTHORITY EXPIRES THE EARLIER
OF NEXT A GM OF THE COMPANY OR 15 MONTHS ; AND
THE DIRECTORS MAY ALLOT RELEVANT SECURITI ES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEME NT MADE PRIOR TO
SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 FOR CASH, DISAPPLYING
THE STATUTORY PRE-E MPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLO TMENT OF EQUITY SECURITIES: 1) IN CONNECTION
WITH A RIGHTS ISSUE IN FAVOR OF O RDINARY SHAREHOLDERS;
2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 7,313,728
5 % OF THE ISSUED SHARE CAPITAL ON 27 SEP 2004
; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
AND THE DIRECT ORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANC
E OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH PART Management For
V OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES
SECTION 163 OF UP TO 58,509,827 ORDINARY SHARES
OF 25 P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P AND UP TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LOND ON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUT HORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
14. AUTHORIZE THE DIRECTORS TO AMEND THE RULES OF Management For
THE WOLSELEY PLC 2002 LONG TERM INCENTIVE SCHEME
AND DO ALL SUCH THINGS AS MAY BE NECESSARY TO
CARRY THE SAME INTO EFFECT
15. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For
OR BECOMES ITS SUBSIDIARY, FOR THE PURPOSES OF
PART XA OF THE COMPANIES ACT 1985 AS AMENDED
BY THE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS
ACT 2000 , TO MAKE DONATIONS TO EU POLITIC AL
ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGAT E AMOUNT OF GBP 125,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE COMPANY
S NEXT AGM
16. APPROVE, PURSUANT TO REGULATION 111 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMP ANY, TO INCREASE THE
MAXIMUM AMOUNT OF FEES PAYABLE TO NON-EXECUTIVE
DIRECTORS TO GBP 750,000 PER ANNUM WITH EFFECT
FROM 01 JAN 2005
- -----------------------------------------------------------------------------------------------------------------------------------
HAYS PLC
Issuer: G4361D109 ISIN: GB0004161021
SEDOL: 0416102, 5607688
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 30 Management For
JUN 2004 AND THE REPORTS OF THE D IRECTORS AND
THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND FOR THE YE 30 JUN 2004 Management For
3. APPROVE THE BOARD S REPORT ON REMUNERATION Management For
4. RE-ELECT MR. R.A. LAWSON AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
5. RE-ELECT MRS. L.M.S. KNOX AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY UNTIL THE CONC LUSION OF THE NEXT
AGM
7. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITORS OF THE COMPA NY
8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 12 OF THE COMPANY S ARTICLES
OF ASSOCIATION FOR A PERIOD EXPIRING AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AFTER THE DATE
OF PASSING OF THIS RESOLUTION AND F OR THAT PERIOD
THE SECTION 80 AMOUNT SHALL BE GBP 5,785,981
S.9 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For
8, THE POWER CONFERRED ON T HE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION BE
RENEWED FOR A PERIOD EXPIRING AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AFTER THE DATE
OF PASSING OF THIS RESOLUTION AND FOR THAT PERIOD
THE SECTION 89 AMOU NT SHALL BE GBP 867,897,
NOTWITHSTANDING THE PROVISIONS OF ARTICLE 13
OF THE C OMPANY S ARTICLES OF ASSOCIATION, THIS
POWER APPLIES IN RELATION TO A SALE OF SHARES
WHICH IS AN ALLOTMENT OF EQUITY SECURITIES BY
VIRTUE OF SECTION 94 (3A) OF THE COMPANIES ACT
1985
S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
OF UP TO 260,369,178 ORDINARY SHARES OF 1P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
EQUAL TO T HE NOMINAL VALUE AND MAXIMUM PRICE
IS EQUAL TO 105% OF THE AVERAGE MIDDLE MARK ET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE DAILY
OFFICIAL LIST OF UK LISTI NG AUTHORITY, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIE R OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 31 DEC 2005 ; THE COMPAN Y,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WI LL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------------
TIETOENATOR CORP
Issuer: X90409115 ISIN: FI0009000277
SEDOL: 5479702, 5492464, 5727014
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI
ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRES ENTATIVE AT ADP. THANK YOU.
1. APPROVE TO PAY AN ADDITIONAL DIVIDEND OF EUR Management
0.50 PER SHARE
- -----------------------------------------------------------------------------------------------------------------------------------
NEXT PLC
Issuer: G6500M106 ISIN: GB0032089863
SEDOL: 3208986, B02SZZ1
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, FOR THE PURPOSES OF SECTIONS 164 AND Management For
165 OF THE COMPANIES ACT 1985, T HE PROGRAMME
AGREEMENT TO BE ENTERED INTO BETWEEN THE COMPANY
AND GOLDMAN SACH S INTERNATIONAL THE PROGRAMME
AGREEMENT AND AUTHORIZE THE COMPANY TO ENTER
I NTO THE PROGRAMME AGREEMENT AND ALL AND ANY
CONTINGENT FORWARD TRADES WHICH MA Y BE EFFECTED
OR MADE FROM TIME TO TIME UNDER OR PURSUANT TO
THE PROGRAMME AGR EEMENT FOR THE CONTINGENT OFF-MARKET
PURCHASE BY THE COMPANY OF ITS OWN ORDINA RY
SHARES OF 10 PENCE EACH FOR CANCELLATION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY IN 2005 OR ON 29 APR 2006
- -----------------------------------------------------------------------------------------------------------------------------------
NORSK HYDRO A S
Issuer: R61115102 ISIN: NO0005052605
SEDOL: 0642770, 4645805, 4645816, 4645838, 5484676, B05P4Z2
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE.
1. APPROVE THE CAPITAL REDUCTION BY MEANS OF THE Management
CANCELLATION OF OWN SHARES AND T HE RE-DEMPTION
OF SHARES HELD ON BEHALF OF THE NORWEGIAN STATE
BY THE MINISTRY OF TRADE AND INDUSTRY
1. APPROVE THE CAPITAL REDUCTION BY MEANS OF THE Management
CANCELLATION OF OWN SHARES AND T HE RE-DEMPTION
OF SHARES HELD ON BEHALF OF THE NORWEGIAN STATE
BY THE MINISTRY OF TRADE AND INDUSTRY
2. GRANT AUTHORITY TO BUY-BACK OF OWN SHARES Management
2. GRANT AUTHORITY TO BUY-BACK OF OWN SHARES Management
- -----------------------------------------------------------------------------------------------------------------------------------
UNIBAIL HOLDING
Issuer: F95094110 ISIN: FR0000124711 BLOCKING
SEDOL: 4911346, 7076242
- -----------------------------------------------------------------------------------------------------------------------------------
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 DEC 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. APPROVE THE SPECIAL DISTRIBUTION OF EUR 23.00 Management
PER SHARE, REPRESENTING A MAXIMU M AMOUNT OF
EUR 1,049,866,763.00, WITHDRAWN FROM THE RESERVES
ACCOUNT, AS: (-) EUR 406,208,717.00 FROM THE
FREE RESERVE ACCOUNT; (-) EUR 363,228,195.00
FROM THE SHARE PREMIUM ACCOUNT; (-) EUR 130,251,006.00
FROM THE ISSUE PREMIUM ACCO UNT; (-) FOR THE
BALANCE, A MAXIMUM OF EUR 150,178,845.00 FROM
THE ISSUE PREMI UM ACCOUNT
2. APPROVE, THE SPECIAL DISTRIBUTION WILL BE CARRIED Management
OUT BY CASH AND PAID ON 07 J AN 2005 TO THE PROFIT
OF ANY HOLDER OF 1 OR SEVERAL SHARE(S) MAKING
UP THE COM PANY S CAPITAL ON THE DAY OF THE PRESENT
MEETING
3. 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 THE PUBLICATIONS
WHI CH ARE PRESCRIBED BY LAW
* VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting
5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR
TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS
MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD
DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT
YOUR CLIENT SERVICE REPRESEN TATIVE TO OBTAIN
THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS.
THE F OLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS:
PROXY CARDS: ADP WILL FORWAR D VOTING INSTRUCTIONS
TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED
INT ERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY , THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTO DIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTER
MEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAI NS A VERIFICATION PERIOD,
FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE
TR ANSACTED (SELL) FOR EITHER THE FULL SECURITY
POSITION OR A PARTIAL AMOUNT AFTE R THE VOTE
INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVI SES ADP OF THE POSITION
CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS,
AD P HAS A PROCESS IN EFFECT WHICH WILL ADVISE
THE GLOBAL CUSTODIAN OF THE NEW AC COUNT POSITION
AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE
LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE
INSTRUCTION AND RELEASE THE SHARES FOR SETTLE
MENT OF THE SALE TRANSACTION. THIS PROCEDURE
PERTAINS TO SALE TRANSACTIONS WIT H A SETTLEMENT
DATE PRIOR TO MEETING DATE + 1
- -----------------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, LONDON
Issuer: G4803W103 ISIN: GB0032612805
SEDOL: 3261280, 7580840
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT, SUBJECT TO AND CONDITIONAL UPON Management For
ADMISSION OF THE NEW ORDINARY SH ARES TO THE
OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY
AND TO TRADI NG ON THE LONDON STOCK EXCHANGE,
ALL THE ORDINARY SHARES OF GBP 1 EACH IN THE
CAPITAL OF THE COMPANY WHETHER ISSUED OR UNISSUED
SHALL BE SUB-DIVIDED INTO NE W ORDINARY SHARES
OF 4 PENCE EACH IN THE CAPITAL OF THE COMPANY
INTERMEDIATE SHARES ; AND ALL THE INTERMEDIATE
SHARES THAT ARE UNISSUED SHALL BE CONSOLIDAT
ED INTO NEW ORDINARY SHARES OF 112 PENCE EACH
IN THE CAPITAL OF THE COMPANY U NISSUED NEW
ORDINARY SHARES , WHERE SUCH CONSOLIDATED WOULD
RESULT IN A FRACTI ON OF AN UNISSUED ORDINARY
SHARE, THAT NUMBER OF THE INTERMEDIATE SHARES
WHICH WOULD CONSTITUTE SUCH FRACTION SHALL BE
CANCELLED PURSUANT TO SECTION 121(2)( E) OF THE
COMPANIES ACT 1985; AND ALL THE INTERMEDIATE
SHARES THAT ARE IN ISSU E SHALL BE CONSOLIDATED
INTO NEW ORDINARY SHARES OF 112 PENCE EACH IN
THE CAPI TAL OF THE COMPANY NEW ORDINARY SHARES
, WHERE SUCH CONSOLIDATION RESULTS IN ANY MEMBER
BEING ENTITLED TO A FRACTION OF A NEW ORDINARY
SHARE AND SUCH FRACT ION SHALL BE AGGREGATED
WITH THE FRACTIONS OF A NEW ORDINARY SHARES TO
WHICH O THER MEMBERS OF THE COMPANY; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO SEL L ON BEHALF
OF THE RELEVANT MEMBERS, ALL THE NEW ORDINARY
SHARES REPRESENTING SUCH FRACTIONS AT THE BEST
PRICE REASONABLY OBTAIN BY ANY PERSON AND TO
DISTRI BUTE THE PROCEEDS OF SALE NET OF EXPENSES
IN DUE PROPORTION AMONG THE RELEVA NT MEMBERS;
AND AUTHORIZE ANY DIRECTOR OF THE COMPANY TO
EXECUTE AN INSTRUMENT OF TRANSFER IN RESPECT
OF SUCH SHARES ON BEHALF OF THE RELEVANT MEMBERS
AND T O DO ALL ACTS AND THINGS THEY CONSIDER
NECESSARY OR EXPEDIENT TO EFFECT THE TR ANSFER
OF SUCH SHARES TO, OR IN ACCORDANCE WITH THE
DIRECTIONS OF ANY BUYER OF ANY SUCH SHARES
S.2 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management For
OF RESOLUTION 1, AND FOR THE PUR POSE OF SECTION
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTI ON 163 OF THE COMPANIES ACT
1985 OF NEW ORDINARY SHARES UP TO 93,189,655,
AT A MINIMUM PRICE WHICH MAY BE PAID IS THE NOMINAL
VALUE OF SUCH SHARE AND UP TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPA NY OR 10 MAR 2006 , AND
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORD INARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal
AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------------
WINCOR NIXDORF AG, PADERBORN
Issuer: D9695J105 ISIN: DE000A0CAYB2 BLOCKING
SEDOL: B012VF6
- -----------------------------------------------------------------------------------------------------------------------------------
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 2003/2004, A LONG 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 20,016,417.74 AS: PAYMENT OF A
DIVIDEND OF EUR 1.21 PER ENTITLED SHARE; EX-DIVIDEND
AND PAYABLE DATE: 26 JAN 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT KPMG, BIELEFELD AS THE AUDITORS FOR THE Management
FY 2004/2005
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 5% FROM THE MARKET PRICE
OF IDENTICAL SHARE S, ON OR BEFORE 25 JUL 2006
AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS
TO D ISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE MA RKET PRICE OF IDENTICAL SHARES,
TO OFFER THE SHARES TO THIRD PARTIES IN CONNEC
TION WITH MERGERS AND ACQUISITIONS, TO RETIRE
THE SHARES, OR TO SATISFY EXISTI NG SUBSCRIPTION
RIGHTS OF THE COMPANY S EMPLOYEES AND AFFILIATES
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU
- -----------------------------------------------------------------------------------------------------------------------------------
SIEMENS AG, MUENCHEN
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. TO RECEIVE AND APPROVE THE REPORT OF THE SUPERVISORY Management
BOARD
2. TO RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management
AND THE CONSOLIDATED FI NANCIAL STATEMENTS, AS
ADOPTED BY THE SUPERVISORY BOARD, TOGETHER WITH
THE MAN AGEMENT S DISCUSSION AND ANALYSIS OF
SIEMENS AG AND THE CONSOLIDATED GROUP FOR THE
FISCAL YEAR ENDED SEPTEMBER 30, 2004; THE MATERIALS
REFERRED TO IN AGENDA ITEMS 1 AND 2 ARE AVAILABLE
FOR INSPECTION ON THE INTERNET AT HTTP://WWW.SIEM
ENS.COM/AGM AND AT THE REGISTERED OFFICES OF
SIEMENS AG, WITTELSBACHERPLATZ 2, 80333 MUNICH,
AND NONNENDAMMALLEE 101, 13629 BERLIN; UPON REQUEST,
A COPY WIL L BE SENT TO SHAREHOLDERS
3. TO CONSIDER AND VOTE UPON APPROPRIATION OF THE Management
NET INCOME OF SIEMENS AG TO A D IVIDEND PAYMENT;
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT THE FOLLOWING RESOLUTION BE APPROVED
AND ADOPTED: THE UNAPPROPRIATED NET INCOME O
F SIEMENS AG FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2004 AMOUNTS TO EUR 1,113 ,844,638.75; THIS
NET INCOME SHALL BE USED TO PAY OUT A DIVIDEND
OF EUR 1.25 O N EACH NO-PAR VALUE SHARE ENTITLED
TO THE DIVIDEND; THE AMOUNT ATTRIBUTABLE TO SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) HELD
IN TREASURY BY THE COMP ANY AT THE DATE OF THE
ANNUAL SHAREHOLDERS MEETING SHALL BE CARRIED
FORWARD
4. TO RATIFY THE ACTS OF THE MANAGING BOARD; THE Management
SUPERVISORY BOARD AND THE MANAGI NG BOARD PROPOSE
THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS
OF THE MEMBE RS OF THE MANAGING BOARD IN FISCAL
YEAR 2004
5. TO RATIFY THE ACTS OF THE SUPERVISORY BOARD; Management
THE SUPERVISORY BOARD AND THE MAN AGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE ACTS OF THE ME MBERS OF THE SUPERVISORY
BOARD IN FISCAL YEAR 2004
6. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management
OF THE ANNUAL AND CONSOLIDAT ED FINANCIAL STATEMENTS;
THE SUPERVISORY BOARD PROPOSES THAT THE APPOINTMENT
O F KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGE SELLSCHAFT, BERLIN AND
FRANKFURT ON MAIN, TO SERVE AS THE COMPANY S
INDEPENDEN T AUDITORS OF THE ANNUAL AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FIS CAL YEAR ENDING
SEPTEMBER 30, 2005 BE RATIFIED
7. TO CONSIDER AND VOTE UPON AN ELECTION TO THE Management
SUPERVISORY BOARD; DR. BAUMANN WH O WILL REACH
THE RETIREMENT AGE ESTABLISHED BY THE BYLAWS
OF THE SUPERVISORY B OARD IN 2005 WILL RESIGN
AS A MEMBER OF THE SUPERVISORY BOARD WITH EFFECT
FROM THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING.
DR. V. PIERER, WHOSE OFFICE AS PRESIDENT OF THE
MANAGING BOARD WILL ALSO END WITH EFFECT FROM
THE CLOSE OF T HE ANNUAL SHAREHOLDERS MEETING,
WILL STAND AS NOMINEE FOR ELECTION AS SHARE H
OLDER REPRESENTATIVE TO FILL THE VACANCY CREATED
BY DR. BAUMANN; THEREFORE, TH E SUPERVISORY BOARD
PROPOSES THAT DR. JUR., DR.-LNG. E.H. HEINRICH
V. PIERER, DIPL-VOLKSWIRT, ERLANGEN, PRESIDENT
OF THE MANAGING BOARD AND CEO OF SIEMENS A G
UNTIL THE CLOSE OF THE ANNUAL SHAREHOLDERS BE
ELECTED TO THE SUPERVISORY BOA RD AS A REPRESENTATIVE
OF THE SHAREHOLDERS WITH EFFECT FROM THE CLOSE
OF THE A NNUAL SHAREHOLDERS MEETING FOR THE
REMAINING TERM OF THE VACANCY LEFT BY DR. BAUMANN;
THE SUPERVISORY BOARD FURTHER PROPOSES TO ELECT
PROFESSOR DR. MICHAEL MIROW, MUNICH, DIPL.-WIRTSCHAFTSINGENIEUR,
AS SUBSTITUTE MEMBER FOR DR. V. PI ERER SUBJECT
TO THE PROVISO THAT HE SHALL BECOME A MEMBER
OF THE SUPERVISORY B OARD IF DR. V. PIERER RESIGNS
FROM THE SUPERVISORY BOARD BEFORE THE COMPLETION
OF HIS TERM OF OFFICE, AND THAT HE SHALL BE REINSTATED
AS SUBSTITUTE MEMBER A S SOON AS THE SHAREHOLDERS
MEETING HAS ELECTED A SUCCESSOR FOR DR. V. PIERER
IN THE EVENT OF HIS EARLY RESIGNATION; THE COMPOSITION
OF THE SUPERVISORY BOAR D IS GOVERNED BY 96(1)
AND 101 (1) OF THE GERMAN STOCK CORPORATION
ACT (AKTG ) AND 7 (1), 1ST SENTENCE, NO. 3 OF
THE GERMAN CODETERMINATION ACT (MITBESTG) . THE
SHAREHOLDERS MEETING SHALL NOT BE BOUND TO CANDIDATE
PROPOSALS
8. TO CONSIDER AND VOTE UPON A RESOLUTION AUTHORIZING Management
THE ACQUISITION AND USE OF SIEMENS SHARES AND
THE EXCLUSIONS OF SHAREHOLDERS PREEMPTIVE AND
TENDER RIGH TS; DUE TO THE EXPIRATION OF THE
AUTHORIZATION ADOPTED AT THE LAST ANNUAL SHAR
EHOLDERS MEETING, THE MANAGING BOARD SHALL AGAIN
BE AUTHORIZED TO ACQUIRE SIEM ENS SHARES AS A
PURCHASE IN THE STOCK MARKET AND THROUGH A PUBLIC
SHARE PURCHA SE OFFER; THE SUPERVISORY BOARD
AND THE MANAGING BOARD PROPOSE THAT APPROVAL
B E AND IS HEREBY GIVEN TO THE FOLLOWING RESOLUTION:
(A) THE COMPANY SHALL BE AU THORIZED TO ACQUIRE
UP TO 10% OF ITS CAPITAL STOCK EXISTING AT THE
DATE OF THE RESOLUTION. THE AGGREGATE OF SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) ACQUIRED
UNDER THIS AUTHORIZATION AND ANY OTHER SIEMENS
SHARES PREVIOUSLY ACQ UIRED AND STILL HELD IN
TREASURY BY THE COMPANY OR TO BE ATTRIBUTED TO
THE COM PANY PURSUANT TO 71E OF THE GERMAN STOCK
CORPORATION ACT (AKTG) SHALL AT NO TI ME EXCEED
10% OF THE THEN EXISTING CAPITAL STOCK; THIS
AUTHORIZATION MAY BE IM PLEMENTED WHOLLY OR IN
PART, ONCE OR SEVERAL TIMES, BY THE COMPANY OR
ANY OF I TS SUBSIDIARIES, OR BY THIRD PARTIES
ON BEHALF OF SIEMENS AG OR ITS SUBSIDIARI ES;
THIS AUTHORIZATION SHALL BECOME EFFECTIVE AS
OF MARCH 1, 2005 AND SHALL RE MAIN IN FULL FORCE
AND EFFECT THROUGH JULY 26, 2006. THE AUTHORIZATION
TO ACQU IRE SIEMENS SHARES AS APPROVED AT THE
ANNUAL SHAREHOLDERS MEETING ON JANUARY 22, 2004
WILL TERMINATE ON THE EFFECTIVE DATE OF THIS
NEW AUTHORIZATION; (B) A NY ACQUISITION OF SIEMENS
SHARES SHALL BE EFFECTED AT THE DISCRETION OF
THE MA NAGING BOARD EITHER (1) AS A PURCHASE
IN THE STOCK MARKET OR (2) THROUGH A PUB LIC
SHARE PURCHASE OFFER; (1) IF THE SIEMENS SHARES
ARE ACQUIRED IN THE STOCK MARKET, THE PURCHASE
PRICE PAID PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSA CTION CHARGES) MAY NEITHER EXCEED NOR
FALL BELOW THE MARKET PRICE OF A SIEMENS SHARE
ON THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADIN G (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEM ENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SU BMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLIS HED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR P URCHASE PRICE RANGE PER SHARE. IF
A PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURC HASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIO D IF
AFTER PUBLICATION OF A FORMAL OFFER THERE ARE
SIGNIFICANT MARKET PRICE FL UCTUATIONS DURING
THE ACCEPTANCE PERIOD; THE PURCHASE PRICE OR
PURCHASE PRICE RANGE PER SIEMENS SHARE (EXCLUDING
INCIDENTAL TRANSACTION CHARGES) MAY NEITHER EXCEED
NOR FALL BELOW THE MARKET PRICE OF A SIEMENS
SHARE ON THE TRADING DAY AS DETERMINED AT THE
OPENING AUCTION OF XETRA TRADING (OR A COMPARABLE
SUCCESS OR TRADING SYSTEM) BY MORE THAN 10%;
(2) IF THE SIEMENS SHARES ARE ACQUIRED TH ROUGH
A PUBLIC SHARE PURCHASE OFFER, THE COMPANY MAY
(I) PUBLICLY ISSUE A FORM AL OFFER OR (II) PUBLICLY
SOLICIT SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISION
S OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE CO MPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SH ARE. IF
A PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCE PTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (E XCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SU CCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVAN T DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE FINA L MANAGING BOARD DECISION ABOUT THE
FORMAL OFFER IS MADE. IN THE EVENT OF AN A DJUSTMENT
OF THE OFFER, THE RELEVANT DATE SHALL BE REPLACED
BY THE DATE ON WHI CH THE FINAL MANAGING BOARD
DECISION IS MADE ABOUT THE ADJUSTMENT; IF THE
NUMB ER OF SIEMENS SHARES TENDERED BY SHAREHOLDERS
EXCEEDS THE TOTAL VOLUME OF SHAR ES WHICH THE
COMPANY INTENDED TO REACQUIRE, THE SHAREHOLDERS
RIGHT TO TENDER MAY BE EXCLUDED TO THE EXTENT
THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE
SI EMENS SHARES TENDERED. FURTHERMORE, THE TENDER
OF SMALL LOTS OF UP TO 150 SIEM ENS SHARES PER
SHAREHOLDER MAY RECEIVE PREFERENTIAL TREATMENT;
(II) IF THE COM PANY PUBLICLY SOLICITS SUBMISSION
OF OFFERS TO SELL SIEMENS SHARES, THE COMPAN
Y MAY STATE IN ITS SOLICITATION A PURCHASE PRICE
RANGE WITHIN WHICH OFFERS MAY BE SUBMITTED. THE
SOLICITATION MAY PRO VIDE FOR A SUBMISSION PERIOD,
TERMS AN D CONDITIONS, AND THE POSSIBILITY OF
ADJUSTING THE PURCHASE PRICE RANGE DURING THE
SUBMISSION PERIOD IF AFTER PUBLICATION OF THE
SOLICITATION THERE ARE SIGN IFICANT MARKET PRICE
FLUCTUATIONS DURING THE SUBMISSION PERIOD; UPON
ACCEPTANC E, THE FINAL PURCHASE PRICE SHALL BE
DETERMINED FROM ALL AVAILABLE SALES OFFER S.
THE PURCHASE PRICE PER SIEMENS SHARE (EXCLUDING
INCIDENTAL TRANSACTION CHAR GES) MAY NEITHER
EXCEED NOR FALL BELOW THE AVERAGE CLOSING PRICE
OF A SIEMENS SHARE IN XETRA TRADING (OR A COMPARABLE
SUCCESSOR TRADING SYSTEM) DURING THE L AST FIVE
TRADING DAYS PRIOR TO THE RELEVANT DATE BY MORE
THAN 20%. THE RELEVAN T DATE SHALL BE THE DATE
ON WHICH THE OFFERS ARE ACCEPTED BY SIEMENS AG;
IF TH E NUMBER OF SIEMENS SHARES OFFERED FOR
SALE EXCEEDS THE TOTAL VOLUME OF SHARES WHICH
THE COMPANY INTENDED TO REACQUIRE, THE SHARE
HOLDERS RIGHT TO TENDER MA Y BE EXCLUDED TO THE
EXTENT THAT ACCEPTANCE SHALL BE IN PROPORTION
TO THE SIEM ENS SHARES TENDERED. FURTHERMORE,
THE ACCEPTANCE OF SMALL LOTS OF UP TO 150 SI
EMENS SHARES PER SHAREHOLDER MAY RECEIVE PRIORITY
CONSIDERATION; (C) THE MANAG ING BOARD SHALL
BE AUTHORIZED TO ALSO USE SIEMENS SHARES REACQUIRED
ON THE BAS IS OF THIS OR ANY PREVIOUSLY GIVEN
AUTHORIZATION AS FOLLOWS: (1) SUCH STOCK MA Y
BE RETIRED WITH THE APPROVAL OF THE SUPERVISORY
BOARD WITHOUT REQUIRING AN A DDITIONAL RESOLUTION
BY THE SHAREHOLDERS MEETING FOR SUCH RETIREMENT
OR ITS I MPLEMENTATION; (2) SUCH STOCK MAY BE
USED TO SATISFY THE COMPANY S OBLIGATIONS UNDER
THE 1999 AND 2001 SIEMENS STOCK OPTION PLANS,
BOTH AS AMENDED, IN ACCOR DANCE WITH THE RESOLUTIONS
PASSED AT THE ANNUAL SHAREHOLDERS MEETINGS ON
FEBR UARY 18, 1999 AND FEBRUARY 22, 2001. THE
APPROVED KEY POINTS OF THESE STOCK OP TION PLANS
CAN BE EXAMINED AS AN INTEGRAL PART OF THE NOTARIZED
MINUTES OF THE ABOVE MEETINGS AT THE COMMERCIAL
REGISTRIES IN BERLIN AND MUNICH. THEY CAN AL
SO BE INSPECTED AT THE REGISTERED OFFICES OF
SIEMENS AG, WITTELSBACHERPLATZ 2, 80333 MUNICH,
AND NONNENDAMMALLEE 101, 13629 BERLIN, AND ON
THE INTERNET AT H TTP://WWW.SIEMENS.COM/AGM.
UPON REQUEST, A COPY WILL BE SENT TO SHAREHOLDERS
. .. CONTINUING IN BELOW...
9. TO CONSIDER AND VOTE UPON ADJUSTMENTS TO SUPERVISORY Management
BOARD REMUNERATION AND RE LATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION; RECENT JURISPRUDENCE
OF THE G ERMAN FEDERAL COURT OF JUSTICE HAS RAISED
THE QUESTION OF WHETHER STOCK-BASED COMPENSATION
COMPONENTS OF SUPERVISORY BOARD REMUNERATION
ARE LEGALLY PERMISSI BLE. TO MAKE THE STRUCTURE
OF SUPERVISORY BOARD REMUNERATION AS TRANSPARENT
AS POSSIBLE AND, AT THE SAME TIME, ACCOUNT FOR
THIS UNCLEAR LEGAL SITUATION, THE REMUNERATION
OF SUPERVISORY BOARD MEMBERS, EFFECTIVE FROM
THE START OF THE CU RRENT FISCAL YEAR THAT BEGAN
ON OCTOBER 1, 2004, SHALL CONSIST, APART FROM
A F IXED COMPENSATION COMPONENT, ONLY OF VARIABLE
COMPONENTS BASED ON EARNINGS PER SHARE BOTH OVER
THE SHORT AND LONG TERM. CONCURRENTLY, THE CHANGED
LIABILITY ENVIRONMENT CONFRONTING SUPERVISORY
BOARD MEMBERS SHALL BE ACCOUNTED FOR BY AN EXPRESS
PROVISION CONCERNING INSURANCE AGAINST SUCH RISKS
TO THE EXTENT PERMI SSIBLE BY LAW; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: (A) SECTION 17 OF
THE ARTICLES OF ASSOCIATION SHALL BE REVISED
TO READ AS FOLLOWS: 1. TH E MEMBERS OF THE SUPERVISORY
BOARD SHALL RECEIVE (A) A FIXED COMPENSATION
OF E UR 50,000 P.A.; (B) AN ANNUAL COMPENSATION
BASED ON THE SHORT-TERM SUCCESS OF THE COMPANY
IN THE AMOUNT OF EUR 150 PER EUR 0.01 OF EARNINGS
PER SHARE AS DIS CLOSED IN THE CONSOLIDATED FINANCIAL
STATEMENTS EXCEEDING A MINI MUM AMOUNT OF EUR
1.00. THE MINIMUM AMOUNT SHALL BE INCREASED ANNUALLY
BY 10%, BEGINNING WI TH THE FISCAL YEAR STARTING
ON OCTOBER 1, 2005; (C) A LONG-TERM COMPENSATION
P AYABLE AFTER EXPIRATION OF THE THEN APPLICABLE
FIVE-YEAR TERM OF THE SUPERVISO RY BOARD IN THE
AMOUNT OF EUR 50,000. THE LONG-TERM COMPENSATION
SHALL ONLY BE PAID IF EARNINGS PER SHARE AT THE
END OF THE TERM OF OFFICE HAVE INCREASED BY MORE
THAN 50% COMPARED TO THE BEGINNING OF THE TERM
OF OFFICE; EARNINGS PER S HARE ON WHICH THE SUPERVISORY
BOARD S REMUNERATION IS BASED ARE TO BE ADJUSTED
FOR SIGNIFICANT EXTRAORDINARY RESULTS. MEMBERS
OF THE SUPERVISORY BOARD WHO H AVE SERVED ON
THE SUPERVISORY BOARD OR A COMMITTEE FOR ONLY
PART OF THE FY OR TERM OF OFFICE SHALL RECEIVE
A PRO RATA COMPENSATION FOR EVERY MONTH OF SERVIC
E STARTED; 2. THE CHAIRMAN OF THE SUPERVISORY
BOARD SHALL RECEIVE DOUBLE, AND EACH DEPUTY CHAIRMAN
SHALL RECEIVE ONE AND ONE HALF TIMES THE AMOUNTS
TO BE PA ID PURSUANT TO SUBSECTIONS 1(A) AND
1(B). THE CHAIRMAN S COMMITTEE, THE MEDIAT ION
COMMITTEE, AND THE INVESTMENT COMMITTEE ARE NOT
INCLUDED IN THIS CALCULATI ON; 3. THE REMUNERATION
PURSUANT TO SUBSECTION 1(A) AND 1(B) SHALL BE
PAYABLE AFTER THE CLOSE OF THE ANNUAL SHAREHOLDERS
MEETING RATIFYING THE ACTS OF THE SUPERVISORY
BOARD FOR THE FYE BEFORE THE MEETING. THE COMPANY
SHALL REIMBURSE THE MEMBERS OF THE SUPERVISORY
BOARD FOR EXPENSES INCURRED AND FOR SALES TAXES
TO BE PAID ON THEIR REMUNERATION; AND 4. THE
MEMBERS OF THE SUPERVISORY BOARD SHALL BE INDEMNIFIED
BY THE COMPANY AGAINST THIRD PARTY CLAIMS TO
THE EXTENT PERMISSIBLE BY LAW. FOR THIS PURPOSE,
THE COMPANY PROVIDES A GROUP INSURANCE P OLICY
FOR BOARD MEMBERS AND EMPLOYEES OF SIEMENS AG
AND ITS SUBSIDIARIES WHICH COVERS PERSONAL LIABILITY
FOR FINANCIAL LOSS ASSOCIATED WITH SUPERVISORY
OR M ANAGEMENT FUNCTIONS . B. THE AMENDMENTS
TO THE ARTICLE OF ASSOCIATION REFERRED TO IN
AGENDA ITEM 9 (A) SHALL APPLY FOR THE FIRST TIME
TO THE FY THAT BEGAN O N 1 OCT 2004. THE LONG-TERM
COMPENSATION COMPONENT PURSUANT TO THE PROPOSED
SE CTION 17, SUBSECTION 1(C) OF THE ARTICLE OF
ASSOCIATION SHALL BE CALCULATED AN D GRANTED
ON A PRO RATA BASIS FROM THAT DATE UNTIL THE
EXPIRATION OF THE CURRE NT TERM OF, OFFICE, I.E.,
IT WILL BE PAYABLE PRO RATA FOR THE FIRST TIME
AFTER THE SHAREHOLDER S MEETING RATIFYING THE
ACTS OF THE SUPERVISORY BOARD FOR THE FY 2007
10. TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE Management
AMEND THE ARTICLES OF ASSOCIATIO N TO ADJUST
TO NEW LEGISLATION; THE HITHERTO REQUIRED PUBLICATION
OF COMPANY N OTICES IN THE PRINTED VERSION OF
THE GERMAN FEDERAL GAZETTE IS NO LONGER MANDA
TORY IN EVERY CASE. THEREFORE SECTION 3 OF THE
ARTICLES OF ASSOCIATION SHALL B E AMENDED TO
ACCOUNT FOR THE FACT THAT NOTICES, IF PERMISSIBLE,
SHALL NO LONGE R BE PUBLISHED IN THE PRINTED
VERSION BUT EXCLUSIVELY IN THE ELECTRONIC VERSIO
N OF THE GERMAN FEDERAL GAZETTE, TO REFLECT THE
INTERESTS OF BOTH SHAREHOLDERS AND THE COMPANY
IN A COST-EFFICIENT AND TRANSPARENT INFORMATION
POLICY; THERE FORE, THE SUPERVISORY BOARD AND
THE MANAGING BOARD PROPOSE THAT APPROVAL BE AN
D IS HEREBY GIVEN TO THE FOLLOWING RESOLUTION:
3 OF THE ARTICLES OF ASSOCIATIO N SHALL BE AMENDED
TO READ AS FOLLOWS: NOTICES OF THE COMPANY REQUIRED
BY LAW OR THESE ARTICLES OF ASSOCIATION SHALL
BE PUBLISHED IN THE ELECTRONIC GERMAN FEDERAL
GAZETTE (BUNDESANZEIGER). IF ANOTHER FORM OF
NOTICE SHOULD BE MANDATOR ILY REQUIRED, SUCH
FORM SHALL REPLACE THE NOTICE IN THE ELECTRONIC
GERMAN FEDE RAL GAZETTE
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* PLEASE BE ADVISED THAT THESE SHARES OF SIEMENS Non-Voting
AG ARE ISSUED IN REGISTERED F ORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
8.con ...CON T (3) SUCH STOCK MAY BE OFFERED FOR PURCHASE Non-Voting
BY, AND TRANSFERRED TO, PE RSONS CURRENTLY OR
FORMERLY EMPLOYED BY SIEMENS AG OR ANY OF ITS
SUBSIDIARIES; (4) SUCH STOCK MAY BE USED TO SERVICE
THE CONVERSION OR OPTION RIGHTS GRANTED BY SIEMENS
AG OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH
THE ISSUANCE OF B ONDS; THE AGGREGATE NUMBER
OF SHARES TRANSFERRED UNDER THIS AUTHORIZATION
MUST NOT EXCEED 10% OF THE CAPITAL STOCK AT THE
TIME WHEN THE STOCK IS USED, PROVI DED THAT IT
IS USED TO SERVICE CONVERSION OR OPTION RIGHTS
ISSUED BY APPLYING, MUTATIS MUTANDIS, THE PROVISIONS
OF 186 (3), 4TH SENTENCE, OF THE GERMAN STOC
K CORPORATION ACT (AGAINST CONTRIBUTIONS IN CASH,
WITH PREEMPTIVE RIGHTS OF SH AREHOLDERS EXCLUDED).
THIS LIMIT INCLUDES SHARES ISSUED OR DISPOSED
OF BY DIRE CT OR MUTATIS MUTANDIS APPLICATION
OF THESE PROVISIONS DURING THE TERM OF THIS AUTHORIZATION
AT THE TIME WHEN THE STOCK IS USED. THE LIMIT
ALSO INCLUDES SHA RES THAT WERE ISSUED OR ARE
TO BE ISSUED TO SERVICE BONDS WITH CONVERSION
OR O PTION RIGHTS GRANTED IN ACCORDANCE WITH
THE ABOVE PROVISIONS AT THE TIME WHEN THE STOCK
IS USED; (D) THE SUPERVISORY BOARD SHALL BE AUTHORIZED
TO USE SIEMEN S SHARES REACQUIRED BY THE COMPANY
ON THE BASIS OF THIS OR ANY PREVIOUSLY GIVE N
AUTHORIZATION AS FOLLOWS: SUCH SIEMENS SHARES
MAY BE TRANSFERRED TO THE MEMB ERS OF THE MANAGING
BOARD OF SIEMENS AG AS STOCK-BASED COMPENSATION
WITH A BLO CKING PERIOD OF AT LEAST TWO (2) YEARS;
IN THE CASE OF A COMMITMENT TO TRANSF ER SIEMENS
SHARES AT A LATER DATE, ANY TIME SPAN BETWEEN
COMMITMENT AND SETTLE MENT OF SUCH COMMITMENT
BY THE COMPANY SHALL BE CREDITED AGAINST THE
ABOVE-MEN TIONED MINIMUM BLOCKING PERIOD. FURTHER
DETAILS REGARDING STOCK-BASED COMPENSA TION FOR
MANAGING BOARD MEMBERS ARE DETERMINED BY THE
SUPERVISORY BOARD; (E) T HE AUTHORIZATIONS PURSUANT
TO PARAGRAPHS (C) AND (D) ABOVE MAY BE IMPLEMENTED
ONCE OR SEVERAL TIMES, SEVERALLY OR JOINTLY,
WHOLLY OR IN PART; (F) PREEMPTIVE RIGHTS OF SHAREHOLDERS
REGARDING REACQUIRED SIEMENS SHARES SHALL BE
EXCLUDED TO THE EXTENT TO WHICH SUCH SHARES ARE
USED PURSUANT TO PARAGRAPH (C), SUBSECT IONS
(2) THROUGH (4), AND PARAGRAPH (D) ABOVE
* PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting
THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------------
ALLIED DOMECQ PLC
Issuer: G0187V109 ISIN: GB0007294571
SEDOL: 0729457, 5474763, 5760558
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YEAR 31 Management For
AUG 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2. APPROVE TO PAY A DIVIDEND OF 9.67P PER SHARE Management For
TO HOLDERS OF ORDINARY SHARES ON THE REGISTER
OF MEMBERS OF THE COMPANY AT THE CLOSE OF BUSINESS
07 JAN 2005
3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE YEAR TO 31 AUG 2004 AS SPECIFIED
AND THE ACCOUNTS AS SPECIFIED
4. RE-ELECT MR. GRAHAM HETHERINGTON AS A DIRECTOR Management For
5. RE-ELECT MR. DAVID SCOTLAND AS A DIRECTOR Management For
6. RE-ELECT MR. RICHARD TURNER AS A DIRECTOR Management For
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For
COMPANY UNTIL THE CONCLUSION O F THE NEXT GENERAL
MEETING
8. APPROVE THAT THE REMUNERATION OF THE AUDITOR Management For
BE DETERMINED BY THE DIRECTORS
9. APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For
BY ARTICLE 9.2 OF THE ARTIC LES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 80
AMOUNT BE GBP 92,214,192.75
S.10 APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For
BY ARTICLE 9.3 OF THE ARTIC LES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 89
AMOUNT BE GBP 13,832,128.75
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 110,657,031
ORDINARY SHA RES REPRESENTING 10% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL OF 25P E ACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND UP TO 5% ABOV E OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LON DON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AU THORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY O R 15 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPI RY
12. AUTHORIZE ALLIED DOMECQ HOLDINGS PLC, A WHOLLY Management For
OWNED SUBSIDIARY OF THE COMPA NY, FOR THE PURPOSES
OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS T O EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 80,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 20,000 IN TOTAL;
AUTHORITY EXPIRES AT THE END OF 12 MONTHS
13. APPROVE THE RULES OF THE ALLIED DOMECQ PLC PERFORMANCE Management For
SHARE PLAN 2005 THE PS P AS SPECIFIED AND AUTHORIZE
THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO THE
PSP AS THEY MAY CONSIDER NECESSARY TO TAKE ACCOUNT
OF THE REQUIREMENTS OF THE UK LISTING AUTHORITY
AND THE BEST PRACTICE AND ADOPT THE PSP AS SO
MODIFIED AN D TO DO ALL ACTS AND THINGS NECESSARY
TO OPERATE THE PSP; AND AUTHORIZE THE DI RECTORS
TO ESTABLISH SUCH FURTHER PLANE FOR THE BENEFIT
OF THE EMPLOYEES OUTSI DE THE UK, BASED ON THE
PSP, SUBJECT TO SUCH MODIFICATIONS AS MAY BE
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
SECURITIES LAWS, EXCHANGE CONTROLS A ND TAX LEGISLATION
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL PARTICIPATION T O OVERALL
PARTICIPATION IN THE PSP
14. APPROVE THE CHANGES TO THE RULES OF THE ALLIED Management For
DOMECQ PLC LONG TERM INCENTIVE SCHEME 1999 THE
LTIS AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal
AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC
Issuer: G4721W102 ISIN: GB0004544929
SEDOL: 0454492, 5919974
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS FOR THE FYE 30 SEP 2004, Management For
TOGETHER WITH THE DIRECTORS AND THE AUDITORS
REPORTS THEREON
2. RECEIVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE FYE 30 SEP 2004, TOGETHER W ITH THE AUDITORS
REPORT THEREON
3. DECLARE THE FINAL DIVIDEND FOR THE FYE 30 SEP Management For
2004 OF 35 PENCE PER ORDINARY SH ARE OF 10 PENCE
EACH PAYABLE ON 18 FEB 2005 TO THOSE SHAREHOLDERS
ON THE REGIS TER AT THE CLOSE OF BUSINESS ON
21 JAN 2004
4. RE-ELECT MR. A.G.L. ALEXANDER AS A DIRECTOR OF Management For
THE COMPANY
5. RE-ELECT MR. D.C. BONHAM AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. G. DAVIS AS A DIRECTOR OF THE COMPANY Management For
7. RE-ELECT MR. R. DYRBUS AS A DIRECTOR OF THE COMPANY Management For
8. RE-ELECT MS. S. MURRAY AS A DIRECTOR OF THE COMPANY Management For
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS
ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For
OF THE AUDITORS
11.a AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT T HE ACT , TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION AND TO
INCUR EU POLITI CAL EXPENDITURE NOT EXCEEDING
GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A
O F THE ACT; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2006 OR 01 AUG 2006 ;
11.b AUTHORIZE THE IMPERIAL TOBACCO LIMITED, IN ACCORDANCE Management For
WITH SECTION 347D OF THE COMPANIES THE ACT, TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND
TO INCU R EU POLITICAL EXPENDITURE NOT EXCEEDING
GBP 25,000 IN TOTAL AS DEFINED IN SEC TION 347A
OF THE ACT; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM TO BE HELD IN
2006 OR 01 AUG 2006
11.c AUTHORIZE THE IMPERIAL TOBACCO INTERNATIONAL Management For
LIMITED, IN ACCORDANCE WITH SECTI ON 347D OF
THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATI ON AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL
AS DEFINED IN SECTION 347A OF THE ACT; AUTHORITY
EXPIRES THE EARLIER OF THE CONC LUSION OF THE
NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006
11.d AUTHORIZE VAN NELLE TABAK NEDERLAND B.V. INCORPORATED Management For
IN NETHERLANDS , BEING A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF T HE COMPANIES THE ACT, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO IN CUR EU
POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000
IN TOTAL AS DEFINED IN S ECTION 347A OF THE ACT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF TH E NEXT AGM TO BE HELD IN 2006 OR 01 AUG
2006
11.e AUTHORIZE JOHN PLAYERS & SONS LIMITED, BEING Management For
A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN
ACCORDANCE WITH SECTION 347D OF THE COMPANIES
THE ACT, TO MAKE DON ATIONS TO EU POLITICAL ORGANIZATION
AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING
GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A
OF THE ACT; AUTHORIT Y EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM TO BE HELD IN
2006 OR 01 AUG 2006
11.f AUTHORIZE REEMTSMA CIGARETTENFABRIKEN GMBH INCORPORATED Management For
IN GERMANY , BEING A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO
EU POLITICAL ORGANIZATION AND TO INCU R EU POLITICAL
EXPENDITURE GBP 25,000 IN TOTAL AS DEFINED IN
SECTION 347A OF T HE ACT; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
TO BE HELD IN 2006 OR 01 AUG 2006
11.g AUTHORIZE ETS L. LACROIX FILS NV/SA INCORPORATED Management For
IN BELGIUM , BEING A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF THE COMPAN IES THE ACT, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
PO LITICAL EXPENDITURE NOT EXCEEDING GBP 25,000
IN TOTAL AS DEFINED IN SECTION 34 7A OF THE ACT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AG M TO BE HELD IN 2006 OR 01 AUG
2006
12. APPROVE AND ADOPT THE RULES OF THE IMPERIAL TOBACCO Management For
INTERNATIONAL SHARESAVE PL AN THE SHARESAVE
PLAN AS SPECIFIED AND AUTHORIZE THE DIRECTORS
TO MAKE ANY A MENDMENTS TO THE PLAN THAT THEY
CONSIDER NECESSARY OR APPROPRIATE TO IMPLEMENT
THE SHARESAVE PLAN AND COMPLY WITH OR TAKE ACCOUNT
OF TAXATION, EXCHANGE CONT ROL OR SECURITIES
LAWS OR REGULATIONS IN ANY JURISDICTION IN WHICH
THE SHARESA VE PLAN IS OR IS INTENDED TO OPERATE
INCLUDING AMENDMENTS TO OBTAIN THE APPROV AL
OF ANY TAX AUTHORITY
13. APPROVE THE RULES OF THE IMPERIAL TOBACCO GROUP Management For
SHARE MATCHING SCHEME
14. APPROVE THE RULES OF THE IMPERIAL TOBACCO GROUP Management For
LONG TERM INCENTIVE PLAN
15. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) UP TO AN AGGREGATE
NOMINAL AM OUNT OF GBP 24,300,000; AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF TH E
NEXT AGM OF THE COMPANY OR 01 AUG 2006 ; AND
THE DIRECTORS MAY ALLOT RELEVAN T SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.16 AUTHORIZE THE DIRECTORS, IN RELATION TO A SALE Management For
OF SHARES WHICH IS AN ALLOTMENT OF EQUITY SECURITIES
BY VIRTUE OF SECTION 94(3A) OF THE ACT AS IF
IN THE FIRS T PARAGRAPH OF THIS RESOLUTION THE
WORDS SUBJECT TO THE PASSING OF RESOLUTION 15
WERE OMITTED, TO ALLOT EQUITY SECURITIES SECTION
94 FOR CASH PURSUANT T O THE AUTHORITY CONFERRED
BY RESOLUTION 15, OR OTHERWISE IN THE CASE OF
TREASU RY SHARES 162(3) OF THE ACT , DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS S ECTION 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
RAT A ISSUE IN FAVOR OF HOLDERS OF EQUITY SECURITIES
WHERE THE EQUITY SECURITIES R ESPECTIVELY ATTRIBUTABLE
TO THE INTEREST OF ALL SUCH HOLDERS ARE PROPORTIONATE
TO THE RESPECTIVE NUMBER OF EQUITY SECURITIES
HELD BY THEM BUT SUBJECT TO SUC H EXCLUSIONS
OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM
NECESSARY OR EXPE DIENT IN RELATION TO THE FRACTIONAL
ENTITLEMENTS, TREASURY SHARES OR ANY LEGAL OR
PRACTICAL PROBLEMS ARISING UNDER THE LAWS OF
TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY
BODY OR ANY STOCK EXCHANGE IN ANY TERRITORY;
B) UP TO AN AG GREGATE NOMINAL AMOUNT OF GBP
3,645,500 5% OF THE ISSUED SHARE CAPITAL ;
AUT HORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 01 AUG 2006
; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC
H EXPIRY
S.17 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 72,900,000
ORDINARY SHAR ES OF 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 10 PE NCE
EXCLUSIVE OF EXPENSES AND UP TO AN AMOUNT EQUAL
TO 105% OF THE AVERAGE M IDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES TH E EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 01 AUG 2006 ; TH E COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal
AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
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
- -----------------------------------------------------------------------------------------------------------------------------------
TDC A/S (EX?: TELE DANMARK AS)
Issuer: K94545108 ISIN: DK0010253335
SEDOL: 5698790, 5700297
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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.
1. ELECT THE CHAIRMAN OF THE MEETING Management
2. APPROVE THE BOARD OF DIRECTORS REPORT ON THE Management
ACTIVITIES OF THE COMPANY DURING THE PRECEDING
YEAR
3. ADOPT THE ANNUAL REPORT Management
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE EXECUTIVE COMMITTEE FROM THE IR OBLIGATIONS
IN RESPECT OF THE ANNUAL REPORT
5. APPROVE THE APPROPRIATION OF THE PROFIT ACCORDING Management
TO THE ANNUAL REPORT
6.1 RE-ELECT MR. THORLEIF KRARUP AS A DIRECTOR Management
6.2 RE-ELECT MR. NIELS HEERING AS A DIRECTOR Management
6.3 RE-ELECT MR. KURT ANKER NIELSEN AS A DIRECTOR Management
6.4 RE-ELECT MR. CHRISTINE BOSSE AS A DIRECTOR Management
6.5 RE-ELECT MR. PREBEN DAMGAIARD AS A DIRECTOR Management
6.6 RE-ELECT MR. PER-ARNE SANDSTROM AS A DIRECTOR Management
7.a AMEND ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION Management
7.b AMEND ARTICLE 4A (1), ARTICLE 5 (2) (11), ARTICLE Management
10 (3) AND ARTICLE 14 (2) OF THE ARTICLES OF ASSOCIATION
7.c AMEND ARTICLE 6 (3), ARTICLE 9 (2), PARAGRAPH Management
7 AND ARTICLE 21 (1) OF THE ARTI CLES OF ASSOCIATION
7.d AMEND ARTICLE 9 (2), PARAGRAPH 1 AND ARTICLE Management
11 (1) OF THE ARTICLES OF ASSOCIA TION
8. RE-ELECT PRICEWATERHOUSECOOPERS AS THE COMPANY Management
S AUDITOR
9. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOW THE Management
COMPANY TO ACQUIRE OWN SHARES A T A NOMINAL VALUE
OF UP TO 10% OF THE SHARE CAPITAL OF THE COMPANY,
CF. SECTIO N 48 OF THE DANISH COMPANIES ACT;
THE PURCHASE PRICE OF THE SHARES IN QUESTION
MUST NOT DEVIATE MY MORE THAN 10% FROM THE PRICE
QUOTED ON THE COPENHAGEN STO CK EXCHANGE AT THE
TIME OF ACQUISITION; AUTHORITY EXPIRES AT THE
NEXT AGM
10. AOB Management
- -----------------------------------------------------------------------------------------------------------------------------------
TIETOENATOR CORP
Issuer: X90409115 ISIN: FI0009000277
SEDOL: 5479702, 5492464, 5727014
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PR OVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN OR DER FOR ADP TO LODGE YOUR VOTE
1.1 ADOPT THE ACCOUNTS Management
1.2 APPROVE THE ACTIONS ON PROFIT AND LOSS AND THE Management
BOARD S PROPOSAL TO PAY A DIVID END OF EUR 1.00
PER SHARE
1.3 GRANT DISCHARGE FROM LIABILITY Management
1.4 APPROVE THE REMUNERATION OF BOARD MEMBERS Management
1.5 APPROVE THE REMUNERATION OF THE AUDITOR(S) Management
1.6.1 RE-ELECT MR. BENGT HALSE AS A BOARD OF DIRECTOR Management
1.6.2 RE-ELECT MR. KALEVI KONTINEN AS A BOARD OF DIRECTOR Management
1.6.3 RE-ELECT MR. MATTI LEHTI AS A BOARD OF DIRECTOR Management
1.6.4 RE-ELECT MR. OLLI MARTIKAINEN AS A BOARD OF DIRECTOR Management
1.6.5 RE-ELECT MR. OLLI RIIKKALA AS A BOARD OF DIRECTOR Management
1.6.6 RE-ELECT MR. ANDERS ULLBERG AS A BOARD OF DIRECTOR Management
1.6.7 ELECT MR. MARIANA BURENSTAM LINDER AS A NEW MEMBER Management
OF THE BOARD
1.7 RE-ELECT ERNST & YOUNG AS THE AUDITOR(S) Management
2. APPROVE TO REDUCE THE COMPANY S SHARE CAPITAL Management
BY NULLIFICATION OF THE COMPANY S SHARES REPURCHASED
BY THE COMPANY IN THE FOLLOWING MANNER: BY AN
AMOUNT CORR ESPONDING TO THE BOOK COUNTER VALUE
OF 4,144,322 SHARES I.E. BY EUR 4,144,322 AND
THE AMOUNT CORRESPONDING TO THE REDUCTION IN
SHARE CAPITAL WILL BE TRANSFE RRED FROM THE SHARE
CAPITAL TO THE SHARE PREMIUM FUND; AND THE REDUCTION
OF SH ARE CAPITAL WILL HAVE NO EFFECT ON SHAREHOLDERS
EQUITY AND ALL THE COMPANY S SHARES BOUGHT BACK
BY THE COMPANY BASED ON THE AUTHORIZATION GRANTED
TO THE BO ARD OF DIRECTORS BY THE AGM ON 18 MAR
2004 4,144,322 SHARES WILL BE NULLIFIE D WITHOUT
CHARGE
3. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management
THE COMPANY S SHARES TO AN AMOU NT NOT EXCEEDING
5% 10% IF THE PROPOSED CHANGE OF THE FINNISH
COMPANIES ACT W ILL BE ACCEPTED OF THE TOTAL
STOCK AND VOTING RIGHTS; AUTHORITY EXPIRES IN
1 YEAR FROM THE CLOSE OF THE AGM I.E. UNTIL 17
MAR 2006 ; AND THE SHARES WOULD BE REPURCHASED
ON THE HELSINKI STOCK EXCHANGE, THE PURPOSE BEING
TO DEVELOP AS NECESSARY THE COMPANY S CAPITAL
STRUCTURE
4. AUTHORIZE THE BOARD OF DIRECTORS FOR 1 YEAR FROM Management
THE CLOSE OF THE AGM I.E. UNT IL 17 MAR 2006
TO DECIDE: A) TO RAISE THE COMPANY S SHARE CAPITAL
THROUGH A RI GHTS ISSUE IN 1 OR SEVERAL INSTALLMENTS,
DISAPPLYING THE PRE-EMPTIVE SUBSCRIPT ION RIGHTS
OF SHAREHOLDERS AND IF REQUIRED IN EXCHANGE FOR
CONSIDERATION IN KI ND OR ON OTHER SPECIFIC CONDITIONS
OR EXERCISING THE RIGHT OF SET-OFF, SUCH TH AT
SHARES ARE OFFERED FOR SUBSCRIPTION AT THE BOARD
S DECISION AND AT THE PRIC ES EXCEEDING THE BOOK
COUNTER VALUE OF THE SHARE AND ON OTHER TERMS
AND CONDIT IONS DECIDED BY THE BOARD; B) TO ISSUE
SHARE OPTIONS IN 1 OR SEVERAL INSTALLME NTS,
DISAPPLYING THE PRE-EMPTIVE SUBSCRIPTION RIGHTS
OF SHAREHOLDERS, SUCH THA T THE SHARE OPTIONS
ARE OFFERED FOR SUBSCRIPTION ON THE TERMS AND
CONDITIONS D ECIDED BY THE BOARD; C) TO ISSUE
CONVERTIBLE BONDS DENOMINATED IN EURO OR ANOT
HER CURRENCY DISPPLYING THE PRE-EMPTIVE SUBSCRIPTION
RIGHTS OF SHAREHOLDERS AN D IF REQUIRED IN EXCHANGE
FOR CONSIDERATION IN KIND, SUCH THAT THE CONVERTIBLE
BONDS ARE OFFERED FOR SUBSCRIPTION ON THE TERMS
AND CONDITIONS DECIDED BY THE BOARD; AND BASED
ON THIS AUTHORIZATION THE SHARE CAPITAL MAY BE
INCREASED BY AT MOST EUR 15,784,424 AND THE SHARE
CAPITAL INCREASE AND THE VOTES CARRIED BY SUCH
SHARES MAY NOT EXCEED 1/5TH OF THE COMPANY S
TOTAL ISSUED SHARE CAPITAL AND AGGREGATE NUMBER
OF VOTES
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN THE NUMBERING OF THE RESO LUTIONS. ALSO PLEASE
NOTE THE NEW CUT OFF DATE 09 MAR 2005. IF YOU
HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE T O
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------------
PUMA AG RUDOLF DASSLER SPORT
Issuer: D62318148 ISIN: DE0006969603 BLOCKING
SEDOL: 5064722
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE CONSOLIDATED Non-Voting
FINANCIAL STATEMENTS, TH E MANAGEMENT REPORT
FOR PUMA AG RUDOLF DASSLER SPORT, THE GROUP MANAGEMENT
REP ORT AND THE REPORT BY THE SUPERVISORY BOARD
FOR THE 2004 FY
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 18,507,728.76 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE EUR 2,446,014.76
SHAL L BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE
DATE: 31 MAR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT PRICEWATERHOUSECOOPERS GMBH AS THE AUDITORS Management
FOR THE 2005 FY
6. AUTHORIZE THE COMPANY, PURSUANT TO SECTION 71 Management
1 NO. 8 OF THE GERMAN JOINT ST OCK CORPORATION
ACT AKTG , TO PURCHASE ITS OWN SHARES TO A VALUE
OF UP TO 10% OF THE CURRENT SHARE CAPITAL ON
OR BEFORE 01 OCT 2006 TOGETHER WITH THE COMPA
NY S OWN SHARES THAT IT HAS ALREADY PURCHASED
AND ARE IN ITS POSSESSION, THE S HARES PURCHASED
UNDER THIS AUTHORIZATION SHALL NOT EXCEED 10%
OF THE COMPANY S SHARE CAPITAL AT ANY TIME; THE
COMPANY SHALL NOT BE PERMITTED TO USE THIS AUT
HORIZATION FOR THE PURPOSES OF TRADING IN ITS
OWN SHARES; THE COMPANY MAY UTIL IZE THE AUTHORIZATION
WHOLLY OR IN PART, ON ONE OR MORE OCCASIONS;
THE COMPANY MAY PURCHASE ITS OWN SHARES THROUGH
THE STOCK MARKET OR BY MAKING A PUBLIC PU RCHASE
OFFER TO ALL OF ITS SHAREHOLDERS, IF THE SHARES
ARE PURCHASED THROUGH T HE STOCK MARKET, THE
PRICE PAID FOR EACH OF THE COMPANY S SHARES
EXCLUDING TR ANSACTION COSTS MUST NOT BE MORE
THAN 10% ABOVE OR BELOW THE CLOSING PRICE OF
THE COMPANY S SHARES CARRYING THE SAME RIGHTS
AS QUOTED IN THE XETRA TRADING SYSTEM OR A SIMILAR
SUCCESSOR SYSTEM ON THE LAST TRADING DAY PRIOR
TO THE DA TE OF PURCHASE IF THE COMPANY PURCHASES
THE SHARES BY MAKING A PUBLIC PURCHASE OFFER
TO ALL OF ITS SHAREHOLDERS, THE PRICE PAID FOR
EACH OF THE COMPANY S SH ARES EXCLUDING TRANSACTION
COSTS MUST NOT BE MORE THAN 20% ABOVE OR BELOW
TH E AVERAGE CLOSING PRICE OF THE COMPANY S SHARES
QUOTED IN THE XETRA TRADING SY STEM OR A SIMILAR
SUCCESSOR SYSTEM DURING THE LAST 10 TRADING
DAYS PRIOR TO THE DATE ON WHICH THE PUBLIC PURCHASE
OFFER IS PUBLISHED; THE COMPANY S OWN SH ARES
PURCHASED UNDER THE AFOREMENTIONED AUTHORIZATION
MUST BE SOLD EITHER THRO UGH THE STOCK MARKET
OR BY MEANS OF A PUBLIC OFFER TO ALL SHAREHOLDERS
HOWEVER ; AND AUTHORIZE THE BOARD OF MANAGEMENT
WITH THE CONSENT OF THE SUPERVISORY BO ARD -
TO SELL THE SHARES BY OTHER MEANS, PROVIDED THIS
IS NECESSARY, IN THE CO MPANY S INTEREST, TO
ACHIEVE THE OBJECTIVES OF THE SHARE REPURCHASE
SPECIFIED UNDER IN THIS CASE, THE SALE PRICE
FOR EACH OF THE COMPANY S SHARES EXCLUDING TRANSACTION
COSTS MUST NOT BE MORE THAN 5% BELOW THE AVERAGE
CLOSING PRICE O F THE COMPANY S SHARES CARRYING
THE SAME RIGHTS AS QUOTED IN THE XETRA TRADING
SYSTEM OR A SIMILAR SUCCESSOR SYSTEM ON THE
LAST 5 TRADING DAYS PRIOR TO TH E JUSTIFICATION
FOR THE OBLIGATION TO SELL THE SHARES; THE AUTHORIZATION
SHALL ONLY BE ISSUED TO USE THE SHARES AS PAYMENT
FOR MERGERS OR ACQUISITIONS OF CO MPANIES OR
FOR INVESTMENTS IN COMPANIES ACQUISITION CURRENCY
TO ENABLE THE C OMPANY S CAPITAL REQUIREMENTS
TO BE MANAGED FLEXIBLY OR TO RETIRE SHARES WHERE
NECESSARY; FURTHERMORE; AND AUTHORIZE THE BOARD
OF MANAGEMENT, WITH THE CONSE NT OF THE SUPERVISORY
BOARD, TO RETIRE THE COMPANY S SHARES WITHOUT
ANY FURTHE R RESOLUTION BEING ADOPTED BY THE
AGM; AUTHORITY EXPIRES ON 01 OCT 2005
7. APPROVE TO INCREASE THE SHARE CAPITAL BY EUR Management
2,391,040 THROUGH THE ISSUE OF UP TO 934,000
NEW BEARER SHARES THAT ENTITLE THE HOLDER TO
A SHARE OF THE COMPAN Y S PROFITS FROM THE BEGINNING
OF THE FY IN WHICH THE SHARES ARE ISSUED, THIS
CONDITIONAL CAPITAL INCREASE SHALL BE USED TO
SERVICE STOCK OPTIONS ISSUED TO MEMBERS OF THE
BOARD OF MANAGEMENT AND EXECUTIVES OF THE COMPANY
AND OF AFFILI ATED COMPANIES WITHIN THE MEANING
OF SECTIONS 15 IF OF THE GERMAN JOINT STOCK CORPORATION
ACT AKTG ;WITH THE CONSENT OF THE SUPERVISORY
BOARD, THE BOARD O F MANAGEMENT SHALL BE AUTHORIZED
- IN CASES WHERE THE BOARD OF MANAGEMENT IS A
FFECTED, THE SUPERVISORY BOARD ALONE SHALL BE
AUTHORIZED - TO ISSUE STOCK OPTI ONS SUBJECT
TO THE FOLLOWING TERMS AND CONDITIONS: THE MEMBERS
OF THE BOARD OF MANAGEMENT AND EXECUTIVES OF
PUMA AG RUDOLF DASSLER SPORT AND OF AFFILIATED
C OMPANIES SHALL BE ELIGIBLE PARTICIPANTS, WITH
NO MORE THAN 40% OF THE STOCK OP TIONS BEING
ISSUED TO MEMBERS OF THE BOARD OF MANAGEMENT
OF PUMA AG AND AT LEA ST 60% ISSUED TO OTHER
EXECUTIVES THE TERMS AND CONDITIONS GOVERNING
THE ISSUE OF THE STOCK OPTIONS SHALL BE DETERMINED
BY THE BOARD OF MANAGEMENT, WITH THE CONSENT
OF THE SUPERVISORY BOARD, OR - IN CASES WHERE
MEMBERS OF THE BOARD OF MANAGEMENT ARE AFFECTED
- BY THE SUPERVISORY BOARD ALONE; THE STOCK OPTIONS
S HALL BE ISSUED IN ANNUAL TRANCHES OVER A PERIOD
OF NO MORE THAN 5 YEARS WITH A TERM OF 5 YEARS
RESPECTIVELY NO ONE TRANCHE SHALL CONSTITUTE
MORE THAN 40% OF THE TOTAL VOLUME OF CONDITIONAL
CAPITAL ISSUED UNDER THE AFOREMENTIONED AUTHO
RIZATION THE FIRST TRANCHE SHALL BE ISSUED WITHIN
SIX MONTHS OF THE AMENDMENT TO THE ARTICLES OF
INCORPORATION HAVING BEEN ENTERED IN THE COMMERCIAL
REGISTE R AS DESCRIBED UNDER; THE FURTHER TRANCHES
SHALL BE ISSUED IN SUBSEQUENT YEARS WITHIN SIX
MONTHS OF THE PRESS CONFERENCE AT WHICH THE COMPANY
S ANNUAL ACCOU NTS FOR THE PREVIOUS YEAR ARE
PUBLISHED ONCE STOCK OPTIONS HAVE BEEN GRANTED,
THEY CANNOT BE TRANSFERRED OR SOLD; THEY CAN
ONLY BE EXERCISED IF THE ELIGIBLE PARTICIPANT
HAS AN UNTERMINATED EMPLOYMENT CONTRACT WITH
THE COMPANY OR AN AF FILIATED COMPANY SPECIAL
ARRANGEMENTS CAN BE AGREED IN THE EVENT THAT
THE ELIG IBLE PARTICIPANT DIES, SUFFERS A GENERAL
OR OCCUPATIONAL DISABILITY, OR RETIRE S; IF HIS
OR HER EMPLOYMENT CONTRACT IS TERMINATED BY MUTUAL
CONSENT; OR IF A COMPANY CEASES TO BE A MEMBER
OF THE PUMA GROUP ANY AND ALL TAXES PAYABLE OWIN
G TO THE GRANTING AND EXERCISE OF STOCK OPTIONS
OR TO THE SALE OF SHARES SHALL BE BORNE BY THE
ELIGIBLE PARTICIPANTS ALONE; ELIGIBLE PARTICIPANTS
SHALL BE E NTITLED TO PURCHASE ONE OF THE COMPANY
S NEW SHARES FOR EACH OPTION THEY HOLD THE OPTIONS
CANNOT BE EXERCISED UNTIL THE SECOND FY FOLLOWING
THEIR ISSUE - BU T IN ANY EVENT NOT WITHIN TWO
YEARS OF THEIR ISSUE - AND MAY ONLY BE EXERCISED
BETWEEN THE DAY AFTER THE AGM AND 15 DEC OF EACH
YEAR; FOR EACH OF THE TRANCH ES ISSUED, THE EXERCISE
PRICE FOR THE PURCHASE OF ONE OF THE COMPANY
S SHARES SHALL BE THE HIGHER OF THE AVERAGE CLOSING
PRICE OF THE COMPANY S SHARES QUOTE D IN THE
XETRA TRADING SYSTEM OR A SIMILAR SUCCESSOR
SYSTEM ON THE FIVE TRAD ING DAYS BEFORE THE
OPTIONS ARE ISSUED AND THE CLOSING PRICE OF THE
COMPANY S SHARES QUOTED IN THE XETRA TRADING
SYSTEM OR A SIMILAR SUCCESSOR SYSTEM ON T HE
DAY THE RESPECTIVE TRANCHE IS ISSUED, PLUS A
PREMIUM OF 15%; THE EXERCISE P RICE SHALL ALSO
BE THE PERFORMANCE TARGET TRADING DAYS SHALL
BE DEFINED AS DAY S ON WHICH THE FRANKFURT STOCK
EXCHANGE QUOTES PRICES FOR THE COMPANY S SHARES
; FURTHERMORE, THE OPTIONS CAN ONLY BE EXERCISED
IF THE CLOSING PRICE OF THE C OMPANY S SHARES
QUOTED IN THE XETRA TRADING SYSTEM OR A SIMILAR
SUCCESSOR SYS TEM ON THE DAY PRIOR TO THE EXERCISE
DATE IS AT LEAST EQUAL TO THE EXERCISE P RICE
AS DEFINED ABOVE WITH THE CONSENT OF THE SUPERVISORY
BOARD, THE BOARD OF MANAGEMENT SHALL BE AUTHORIZED
- IN CASES WHERE THE BOARD OF MANAGEMENT IS AFF
ECTED, THE SUPERVISORY BOARD ALONE SHALL BE AUTHORIZED
- TO DETERMINE THE FURT HER DETAILS OF THE GRANTING
OF STOCK OPTIONS AND THE ISSUE OF SHARES; THESE
DE TAILS SHALL INCLUDE THE TERMS AND CONDITIONS
GOVERNING THE TECHNICAL IMPLEMENT ATION OF THE
PURCHASE OF SHARES AND THE EXERCISE OF STOCK
OPTIONS, THE SPECIFI CATION OF THEIR DATE OF
ISSUE, AND ARRANGEMENTS CONCERNING THE TREATMENT
OF OP TIONS IN THE EVENT THAT THE ELIGIBLE PARTICIPANT
RETIRES OR DIES, HIS OR HER E MPLOYMENT CONTRACT
IS TERMINATED, OR A COMPANY CEASES TO BE A MEMBER
OF THE PU MA GROUP; THE COMPANY S SHARE CAPITAL
SHALL BE CONDITIONALLY INCREASED BY EUR 2,391,040
THROUGH THE ISSUE OF UP TO 934,000 BEARER SHARES
OF THE COMPANY TO T HOSE PERSONS ELIGIBLE FOR
STOCK OPTIONS ISSUED AS DESCRIBED UNDER SHARES
SHALL BE ISSUED TO THE HOLDERS OF STOCK OPTIONS
AT THE EXERCISE PRICE SPECIFIED UND ER THE CONDITIONAL
CAPITAL INCREASE SHALL ONLY BE CARRIED OUT TO
THE EXTENT TH AT STOCK OPTIONS ARE ISSUED AND
THE HOLDERS OF THESE OPTIONS EXERCISE THEM; TH
E NEW SHARES SHALL ENTITLE THE HOLDER TO A SHARE
OF THE COMPANY S PROFITS FROM THE BEGINNING OF
THE FY IN WHICH THE SHARES ARE CREATED BY THE
EXERCISE OF OP TIONS; AND APPROVE THAT NEW PARAGRAPH
8 SHALL BE INSERTED INTO SECTION 4 OF TH E COMPANY
S ARTICLES OF ASSOCIATION
8. APPROVE THAT THE REMUNERATION PAID TO MEMBERS Management
OF THE SUPERVISORY BOARD BE FIXE D AS FOLLOWS
AS FROM THE 2005 FY: IN ADDITION TO BEING REIMBURSED
FOR THEIR OU T-OF-POCKET EXPENSES AND THE VAT
PAYABLE AS A RESULT OF THEIR SUPERVISORY BOAR
D ACTIVITY, THE MEMBERS OF THE SUPERVISORY BOARD
SHALL RECEIVE THE FOLLOWING F OR EACH FY PRO
RATA TEMPORIS FOR 2005 :1) A FIXED ANNUAL PAYMENT
OF EUR 30,00 0 EACH; THE CHAIRMAN OF THE SUPERVISORY
BOARD SHALL BE PAID TWICE THIS AMOUNT; HIS DEPUTY
SHALL BE PAID ONE-AND-A-HALF TIMES THIS AMOUNT;
PLUS 2) AN ANNUAL PERFORMANCE-RELATED PAYMENT
AMOUNTING TO EUR 20.00 FOR EVERY EUR 0.01 OF
THE C OMPANY S BASIC EARNINGS PER SHARE AS REPORTED
IN ITS CONSOLIDATED FINANCIAL ST ATEMENTS OVER
AND ABOVE EUR 16.00; HOWEVER, THIS PAYMENT SHALL
AMOUNT TO NO M ORE THAN EUR 10,000 PER YEAR;
THE CHAIRMAN OF THE SUPERVISORY BOARD SHALL BE
P AID TWICE THIS AMOUNT; HIS DEPUTY SHALL BE
PAID ONE-AND-A-HALF TIMES THIS AMOU NT MEMBERS
OF THE SUPERVISORY BOARD WHO HAVE ONLY SAT ON
THIS BOARD FOR PART O F THE FY SHALL BE PAID
PRO RATA TEMPORIS FOR THEIR ACTIVITY
9. AMEND SECTION 3, SECTION 14 PARAGRAPH 4 AND SECTION Management
14 PARAGRAPH 5 OF THE ARTI CLES OF INCORPORATION
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN. THANK YOU .
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------------
MYTRAVEL GROUP PLC
Issuer: G63599131 ISIN: GB00B054QP30
SEDOL: B054QP3
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SUB DIVISION OF EACH ISSUED ORDINARY Management For
SHARE OF 10P INTO 1 ORDINARY SHARE OF 1P AND
1 DEFERRED SHARE OF 9P; SUB-DIVISION OF EACH
AUTHORIZED BUT UN ISSUED SHARE OF 10P INTO 10
ORDINARY SHARES OF 1P; AND ADOPT THE NEW ARTICLES
2. APPROVE THE REDUCTION IN SHARE CAPITAL BY CANCELING Management For
AND EXTINGUISHING ALL OF T HE DEFERRED SHARES
3. APPROVE THE CAPITALIZATION OF UP TO 8 PENCE STANDING Management For
TO THE SHARE PREMIUM ACCO UNT AND UTILIZE SUCH
SUM IN PAYING UP IN FULL AND ISSUING UP TO 29
ORDINARY SH ARES AND UP TO 29 ONE PERCENT NON-VOTING
NON-CUMULATIVE PREFERENCE SHARES
4. APPROVE THE CONSOLIDATION OF EVERY 30 ISSUED Management For
AND AUTHORIZED BUT UNISSUED ORDIN ARY SHARES
OF ONE PENCE EACH INTO ONE ORDINARY SHARE OF
10 PENCE EACH
5. APPROVE THE CONSOLIDATION OF EVERY 30 ISSUED Management For
ONE PERCENT NON-VOTING NON-CUMULA TIVE PREFERENCE
SHARES OF ONE PENCE EACH INTO ONE 1 PERCENT NON-VOTING
NON-CUM ULATIVE PREFERENCE SHARE OF 30 PENCE EACH
- -----------------------------------------------------------------------------------------------------------------------------------
MYTRAVEL GROUP PLC
Issuer: G63599131 ISIN: GB00B054QP30
SEDOL: B054QP3
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO ACCEPT THE FINANCIAL STATEMENTS AND Management For
STATUTORY REPORTS
2. APPROVE THE REMUNERATION REPORT Management For
3. ELECT MR. MICHAEL BECKETT AS A DIRECTOR Management For
4. ELECT MR. SAM WELHAGEN AS A DIRECTOR Management For
5. RE-ELECT MR. PETER MCHUGH AS A DIRECTOR Management For
6. RE-ELECT SIR TOM FARMER AS A DIRECTOR Management For
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
AND AUTHORIZE THE BOARD TO DE TERMINE THEIR REMUNERATION
8. ADOPT THE NEW ARTICLES OF ASSOCIATION Management For
- -----------------------------------------------------------------------------------------------------------------------------------
EFG EUROBANK ERGASIAS SA
Issuer: X1898P101 ISIN: GRS323013003 BLOCKING
SEDOL: 5654316, 5674626
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BANKS ANNUAL FINANCIAL STATEMENT Management
FOR THE YEAR 2004, THE BOARD OF D IRECTORS, THE
AUDITOR S RELEVANT REPORTS; THE PROFITS APPROPRIATION
2. APPROVE THE STOCK OPTION PLAN FOR THE BANK EMPLOYEES, Management
THE BOARD OF DIRECTORS M EMBERS AND ASSOCIATED
COMPANIES, ACCORDING TO ARTICLE 13 PARAGRAPH
9 OF CODE L AW 2190/1920, AS CURRENT RENTLY IN
FORCE
3. GRANT DISCHARGE TO THE DIRECTORS AND THE AUDITORS Management
FROM ALL RESPONSIBILITY OF I NDEMNIFICATION IN
RELATION TO THE FY 2004
4. APPOINT THE AUDITORS FOR THE FY 2005 AND APPROVE Management
TO DETERMINE THEIR FEES
5. APPROVE THE REMUNERATION OF THE DIRECTORS AND Management
AGREEMENTS IN ACCORDANCE WITH AR TICLE 23A AND
24 OF THE CODE LAW 2190.1920
6. APPROVE THE ACQUISITION BY THE BANK OF ITS OWN Management
SHARES IN ACCORDANCE WITH ARTIC LE 16 PARAGRAPH
5 OF THE CODE LAW 2190.1920
7. APPROVE, IN ACCORDANCE TO ARTICLE 23 PARAGRAPH Management
1 OF THE CODE LAW 2190.1920 TO THE DIRECTORS
AND THE EXECUTIVES OF THE BANK TO PARTICIPATE
ON THE BOARD OF DI RECTORS AND THE MANAGEMENT
OF THE COMPANIES WITH SIMILAR OBJECTIVES
- -----------------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON
Issuer: W26049119 ISIN: SE0000108656
SEDOL: 0615642, 4303095, 4321558, 4411200, 5009972, 5179723, 5959378, 5962967, 5967360, 7527267
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting
RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER
INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT
HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED
TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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 ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU
1. ELECT THE CHAIRMAN OF THE MEETING Non-Voting
2. APPROVE TO PREPARE THE VOTING LIST Non-Voting
3. APPROVE THE AGENDA OF THE MEETING Non-Voting
4. APPROVE THE DETERMINE WHETHER THE MEETING HAS Non-Voting
BEEN PROPERLY ANNOUNCED
5. ELECT THE 2 PERSONS APPROVING THE MINUTES Non-Voting
6.a RECEIVE THE ANNUAL REPORT, THE AUDITORS REPORT, Non-Voting
THE CONSOLIDATED ACCOUNTS AND THE AUDITORS REPORT
ON THE CONSOLIDATED ACCOUNTS
6.b RECEIVE THE WORK OF THE BOARD OF DIRECTORS AND Non-Voting
ITS COMMITTEES FOR THE PAST YEA R
6.c APPROVE THE PRESIDENT S SPEECH AND THE SHAREHOLDERS Non-Voting
POSSIBLE QUESTIONS TO THE BOARD OF DIRECTORS
AND THE MANAGEMENT
6.d RECEIVE THE AUDIT WORK DURING 2004 Non-Voting
7.a APPROVE THE PROFIT AND LOSS STATEMENT AND THE Management
BALANCE SHEET, THE CONSOLIDATED PROFIT AND LOSS
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
FOR THE GROUP
7.b GRANT DISCHARGE THE LIABILITY FOR THE MEMBERS Management
OF THE BOARD OF DIRECTORS AND TH E PRESIDENT
7.c APPROVE THE BOARD OF DIRECTORS TO PAY DIVIDEND Management
OF SEK 0.25 BE PAID FOR YEAR 20 04 AND RECORD
DATE AS 11 APR 2005 FOR DIVIDEND; VPC AB IS EXPECTED
TO DISBURSE DIVIDENDS ON 14 APR 2005
8. APPROVE THE NUMBER OF BOARD MEMBERS BE 9 WITHOUT Management
ANY DEPUTY BOARD MEMBERS
9. APPROVE TO DETERMINE THE FEE PAYABLE TO THE BOARD Management
OF DIRECTORS BE SEK 8,800,00 0 TO DE DISTRUSTED
AMONG THE MEMBERS NOT EMPLOYED BY THE COMPANY:
THE CHAIRMAN SEK 3,000,000, THE DEPUTY CHAIRMAN
AND THE OTHER BOARD MEMBERS SEK 600,000 EA CH;
THE COMMITTEE MEMBERS RECEIVE SEK 125,000 FOR
EACH COMMITTEE ASSIGNMENT, B UT THE CHAIRMAN
OF THE AUDIT COMMITTEE SEK 350,000 AND THE OTHER
2 MEMBERS OF THE AUDIT COMMITTEE RECEIVE SEK
250,000 EACH
10. ELECT MR. MICHAEL TRESCHOW AND MR. ULF J. JOHANSSON Management
AS THE CHAIRMAN OF THE BOA RD, MR. ARNE MARTENSSON
AND MR. MARCUS WALLENBERG AS A DEPUTY CHAIRMAN
AND RE- ELECT SIR. PETER L. BONFIELD, MR. SVERKAR
MARTIN-LOF, MS. NANCY MCKINSTRY ECKH ARD PFEIFFER,
MR. CARL-HENRIC SVANBERG AND MS. LENA TORELL
AS THE BOARD MEMBER S
11. APPROVE THE FEE TO THE AUDITORS BE PAID ON APPROVED Management
ACCOUNT
12. RE-ELECT MESSERS. BJORN SVEDBERG, BENGT BELFRAGE, Management
NORDEA FONDER, CHRISTER ELME HAGEN, AMF PENSION
AND MICHAEL TRESCHOW AS THE CHAIRMAN OF THE COMMITTEE
AND E LECT MESSERS. CURT KALLSTROMER, HANDELSBANKENS
PENSIONSSTIFTELSE, PENSIONSKASS A AND PERSONALSTIFTELSE
AS THE MEMBERS OF THE NOMINATION COMMITTEE UNTIL
THE E ND OF THE AGM IN 2006; THE NOMINATION COMMITTEE
PROPOSES NO FEE BE PAID TO THE COMMITTEE MEMBERS
AND THE ASSIGNMENT OF THE COMMITTEE SHALL COVER
THE SPECIFI ED PROPOSALS
13.a APPROVE THE BOARD OF DIRECTORS, TO IMPLEMENT Management
THE LONG TERM INCENTIVE PLAN 2005 LTI 2005 ,
UP TO 39,300,000 SHARES OF SERIES B AND COMPRISING
3 PARTS: I) TH E STOCK PURCHASE PLAN, II) THE
KEY CONTRIBUTOR PROGRAM AND III) THE PERFORMANC
E MATCHING PROGRAM, ACCORDING TO THE PRINCIPLE
GUIDELINES AS SPECIFIED
13.b APPROVE TO TRANSFER, PRIOR TO THE AGM OF SHAREHOLDERS Management
2006, UP TO 7,800,000 SH ARES OF SERIES B, OUT
OF THE HOLDING OF 39,300,000 SHARES OF SERIES
B, TO COVE R CERTAIN PAYMENTS, MAINLY SOCIAL PAYMENTS
14. APPROVE TO RESOLVE THAT ERICSSON SHALL HAVE THE Management
RIGHT TO TRANSFER, PRIOR TO TH E AGM OF 2006,
A MAXIMUM OF 60,045,665 SHARES OF SERIES B, OR
THE LOWER NUMBER OF SHARES OF SERIES B, WHICH
AS PER 06 APR 2005, REMAIN OF THE ORIGINAL 61,90
0,000 FOR THE PURPOSE OF COVERING CERTAIN PAYMENTS,
PRIMARILY SOCIAL SECURITY CHARGES THAT MAY OCCUR
IN RELATION TO THE COMPANY S GLOBAL STOCK INCENTIVE
PRO GRAM 2001, THE STOCK PURCHASE PLAN 2003 AND
THE LONG TERM INCENTIVE PLAN 2004
15. CLOSING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------------
CLARIANT AG, MUTTENZ
Issuer: H14843165 ISIN: CH0012142631 BLOCKING
SEDOL: 7113990, 7167759
- -----------------------------------------------------------------------------------------------------------------------------------
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
* 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.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------------
SAMPO PLC
Issuer: X75653109 ISIN: FI0009003305
SEDOL: 5226038, 5333853
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE.
THANK YOU.
1.1 ADOPT THE ACCOUNTS Management
1.2 APPROVE THE ACTIONS ON PROFIT OR LOSS AND TO Management
PAY A DIVIDEND OF EUR 0.20 PER SH ARE
1.3 GRANT DISCHARGE FROM LIABILITY Management
1.4 APPROVE THE REMUNERATION OF THE BOARD MEMBERS Management
1.5 APPROVE THE REMUNERATION OF THE AUDITORS Management
1.6 RE-ELECT MESSRS. TOM BERGLUND, ANNE BRUNILA, Management
GEORG EHRNROOTH, JYRKI JUUSELA, O LLI-PEKKA KALLASVUO,
CHRISTOFFER TAXELL, MATTI VUORIA AND BJ WAHLROOS
AS THE B OARD MEMBERS
1.7 ELECT ERNST & YOUNG OY AS THE AUDITORS OF THE Management
COMPANY
2. AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON Management
BUYING BACK SAMPO A SHARES HAVIN G A COUNTER-BOOK
VALUE OF EUR 0.17 PER SHARE NOT AN EXACT VALUE
, USING FUNDS AVAILABLE FOR PROFIT DISTRIBUTION
AS SPECIFIED
3. AMEND ARTICLES 2, 8 AND 17 OF THE ARTICLES OF Management
ASSOCIATION
- -----------------------------------------------------------------------------------------------------------------------------------
VOLVO AB
Issuer: 928856301 ISIN: SE0000115446
SEDOL: 0885865, 0930776, 4937739, 5485088
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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 ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU
1. OPENING OF THE MEETING Non-Voting
2. ELECT MR. CLAES BEYER, LAWYER, AS CHAIRMAN OF Non-Voting
THE MEETING
3. APPROVE THE LIST OF SHAREHOLDERS ENTITLED TO Non-Voting
VOTE AT THE MEETING
4. APPROVE THE AGENDA Non-Voting
5. ELECT THE MINUTES-CHECKERS AND VOTE CONTROLLERS Non-Voting
6. APPROVE TO DETERMINE THAT THE MEETING HAS BEEN Non-Voting
DULY CONVENED
7. RECEIVE THE WORK OF THE BOARD AND BOARD COMMITTEES Non-Voting
8. RECEIVE THE ANNUAL REPORT AND THE AUDITORS REPORT Non-Voting
AS WELL AS THE CONSOLIDATED ACCOUNTS AND THE
AUDITORS REPORT AND THE CONSOLIDATED ACCOUNTS;
IN CONNECTIO N THEREWITH, THE PRESIDENT S ACCOUNT
OF THE OPERATIONS
9. ADOPT THE INCOME STATEMENT AND BALANCE SHEET Management
AND THE CONSOLIDATED INCOME STATE MENT AND CONSOLIDATED
BALANCE SHEET
10. APPROVE TO PAY A DIVIDEND OF SEK 12.50 PER SHARE Management
IN CASH; 15 APR 2005 IS PROPO SED AS THE RECORD
DATE TO RECEIVE THE CASH DIVIDEND; PAYMENT OF
THE CASH DIVID END IS EXPECTED TO OCCUR THROUGH
VPC AB SWEDISH SECURITIES REGISTER CENTER O
N 20 APR 2005
11. APPROVE TO DISCHARGE THE BOARD OF DIRECTORS AND Management
OF THE PRESIDENT FROM LIABILIT Y
12. APPROVE TO DETERMINE THE NUMBER OF MEMBERS AT Management
8 AND NO DEPUTY MEMBERS OF THE B OARD OF DIRECTORS
TO BE ELECTED BY THE MEETING
13. APPROVE TO DISTRIBUTE A FIXED FEE OF SEK 4,775,000 Management
AMONG THE MEMBERS AS FOLLOW S: THE CHAIRMAN OF
THE BOARD IS AWARDED SEK 350,000 AND THE OTHER
MEMBERS A TO TAL OF SEK 2,700,000; FURTHER THE
CHAIRMAN OF THE AUDIT COMMITTEE IS AWARDED S
EK 250,000 AND THE OTHER MEMBERS OF THE AUDIT
COMMITTEE SEK 125,000 EACH AND T HE MEMBERS OF
THE REMUNERATION COMMITTEE SEK 75,000
14. RE-ELECT MESSRS PER-OLOF ERIKSSON, PATRICK FAURE, Management
HARUKO FUKUDA, TOM HEDELIUS, LEIF JOHANSSON,
FINN JOHNSSON, LOUIS SCHWEITZER AND KEN WHIPPLE
TO THE BOARD OF DIRECTORS AND ELECT MR. FINN
JOHNSSON AS THE CHAIRMAN; THE NOMINATION COMMI
TTEE S PROPOSALS IN ACCORDANCE WITH POINTS 12,
13 AND 14 ARE SUPPORTED BY SHAR EHOLDERS REPRESENTING
MORE THAN HALF OF THE TOTAL NUMBER OF VOTES OUTSTANDING
15. ADOPT NEW INSTRUCTIONS FOR THE NOMINATION COMMITTEE Management
ELECTION COMMITTEE , WHIC H, AS REGARDS THE
ELECTION OF MEMBERS OF THE ELECTION COMMITTEE,
STATE I.A. TH AT THE ELECTION COMMITTEE SHALL
COMPRISE 5 MEMBERS TO BE ELECTED DIRECTLY AT
T HE GENERAL MEETING AND THAT 4 OF THE MEMBERS
SHALL REPRESENT THE 4 LARGEST SHA REHOLDERS IN
TERMS OF VOTING RIGHTS AND THAT THE FIFTH MEMBER
SHALL BE THE CHA IRMAN OF THE BOARD; AS TO THE
REST, THE INSTRUCTIONS ARE ADAPTED TO THE RULES
IN THE SWEDISH CODE OF CORPORATE GOVERNANCE;
APPROVE THAT THE CHAIRMAN OF THE BOARD, MR. FINN
JOHNSSON, MR. LARS IDERMARK, REPRESENTING THE
SECOND SWEDISH N ATIONAL PENSION FUND, MRS. MARIANNE
NILSSON, REPRESENTING ROBUR FUNDS, MR. CUR T
KALLSTROMER, REPRESENTING SVENSKA HANDELSBANKEN,
AND MR. THIERRY MOULONGUET, REPRESENTING RENAULT
S.A.S. ARE ELECTED MEMBERS OF THE ELECTION COMMITTEE
AND THAT NO FEES SHALL BE PAID TO THE MEMBERS
OF THE ELECTION COMMITTEE
16.A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder
PROPOSAL: A) AMEND THE ARTIC LES OF ASSOCIATION
TO THE EFFECT THAT ALL SHARES SHALL BE ORDINARY
SHARES AS S PECIFIED
16.B PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder
PROPOSAL: AMEND, PROVIDED TH AT THE PROPOSAL
UNDER A IS NOT APPROVED, THE ARTICLES OF ASSOCIATION
TO THE EF FECT THAT HOLDERS OF SERIES A SHARES
MAY CONVERT SERIES A SHARES INTO SERIES B SHARES
ON A ONE-FOR-ONE BASIS; ADDING THE NEW CLAUSE
AS SPECIFIED; TO BE VALI D, THE DECISION BY THE
MEETING MUST BE SUPPORTED BY AT LEAST TWO THIRDS
OF BOT H THE 2 NUMBER OF VOTES CAST AS WELL AS
THE NUMBER OF VOTES REPRESENTED AT THE MEETING;
SHAREHOLDERS REPRESENTING MORE THAN A THIRD OF
THE TOTAL NUMBER OF V OTES OUTSTANDING HAVE ANNOUNCED
THAT THEY WILL NOT SUPPORT THE PROPOSAL
17. AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON Management
THE PURCHASE AND TRANSFER OF OWN SHARES AND MEANS
THAT A MAXIMUM OF 10% OF THE TOTAL NUMBER OF
SHARES MAY BE A CQUIRED BY THE COMPANY THROUGH
TRADING ON A STOCK EXCHANGE OR ANOTHER REGULATE
D MARKET IN WHICH THE COMPANY S SHARES ARE LISTED;
FOR THE PURPOSE OF FINANCIN G COMPANY ACQUISITIONS,
TRANSFER OF SHARES HELD BY THE COMPANY MAY OCCUR
THROU GH AN OFFERING DIRECTED TO ALL SHAREHOLDERS;
PAYMENT FOR TRANSFERRED SHARES SH ALL BE MADE
IN CASH; THE PURPOSE OF THE AUTHORIZATION FOR
THE BOARD TO DECIDE ON THE ACQUISITION AND TRANSFER
OF THE COMPANY S SHARES IS TO CONTINUOUSLY BE
ABLE TO ADAPT THE CAPITAL STRUCTURE TO THE COMPANY
S NEED FOR CAPITAL AND THER EBY CONTRIBUTE TO
INCREASED SHAREHOLDER VALUE AND TO ENABLE THE
COMPANY TO FIN ANCE POSSIBLE COMPANY ACQUISITIONS;
TO BE VALID, THE DECISION BY THE MEETING M UST
BE SUPPORTED BY AT LEAST TWO THIRDS OF BOTH THE
NUMBER OF VOTES CAST AS WE LL AS THE NUMBER OF
VOTES REPRESENTED AT THE MEETING
18.A APPROVE THE REDUCTION OF THE COMPANY S SHARE Management
CAPITAL BY SEK 95,021,046 THE RE DUCTION AMOUNT
BY WAY OF WITHDRAWAL, WITHOUT REPAYMENT, OF
3,084,619 SHARES O F SERIES A AND 12,752,222
SHARES OF SERIES B, WHICH THE COMPANY HAS REPURCHASE
D TREASURY STOCK ; IF POINT 16 A. IS APPROVED,
15,836,841 ORDINARY SHARES SHA LL BE WITHDRAWN
WITHOUT REPAYMENT; THE PURPOSE OF THE REDUCTION
IS THAT THE RE DUCTION AMOUNT SHALL BE TRANSFERRED
TO A RESERVE TO BE UTILIZED AS DECIDED BY A GENERAL
MEETING OF SHAREHOLDERS
18.B APPROVE THAT THE WORDING OF THE ARTICLES OF ASSOCIATION Management
IS CHANGED IN ORDER FO R A NEW CLASS OF SHARES,
SERIES C, TO BE INTRODUCED, WHEREBY NOT MORE
THAN 15, 836,841 SHARES OF SERIES C MAY BE ISSUED;
A SHARE OF SERIES C ENTITLES TO ONE TENTH OF
A VOTE, DOES NOT CARRY RIGHTS TO DIVIDENDS AND
IS REDEEMABLE BY INITI ATIVE OF AN OWNER OF SHARES
OF SERIES C, THE BOARD OF DIRECTORS OF THE COMPANY
OR A GENERAL MEETING OF SHAREHOLDERS; WHEN REDEMPTION
IS MADE THE REDEMPTION AMOUNT SHALL TOTAL THE
NOMINAL VALUE ADJUSTED UPWARDS AS OF THE REDEMPTION
DAT E WITH AN INTEREST RATE CORRESPONDING TO
STIBOR 30 DAYS PLUS 1.75 BASIS POINTS ; PROVIDED
THAT IT IS APPROVED BY THE GENERAL MEETING, POINT
16 A. ABOVE, GIVE RISE TO SOME ADDITIONAL ADJUSTMENTS
OF ARTICLE 4 OF THE ARTICLES OF ASSOCIATI ON,
WHICH MAINLY CONCERN THE NEED OF CUSTOMARY RULES
RELATING TO SHAREHOLDERS PREFERENTIAL RIGHTS
IN THE EVENT OF NEW ISSUES OF SHARES WHEN THERE
ARE MORE THAN ONE SERIES OF SHARES; WITH REGARD
HERETO AND ALSO TO THE POSSIBILITY THAT THREE
ALTERNATIVE NEW WORDINGS OF ARTICLE 4 OF THE
ARTICLES OF ASSOCIATION
18.c APPROVE TO INCREASE THE COMPANY S SHARE CAPITAL Management
BY SEK 95,021,046 BY WAY OF A NEW ISSUE OF 15,836,841
SHARES OF SERIES C, EACH AT A NOMINAL VALUE OF
SEK 6, AND ON THE FOLLOWING TERMS AND CONDITIONS:
1) CARNEGIE INVESTMENT BANK AB SHAL L HAVE THE
RIGHT TO SUBSCRIBE FOR THE NEW SHARES WITH DEVIATION
FROM THE SHARE HOLDERS PREEFERENTIAL RIGHTS;
2) SUBSCRIPTION FOR THE NEW SHARES SHALL BE MADE
ON A SUBSCRIPTION LIST NOT LATER THAN 06 MAY
2005; 3) A PRICE OF SEK 6 PER SH ARE SHALL BE
PAID IN CASH FOR THE SHARES SUBSCRIBED FOR IN
CONNECTION WITH THE SUBSCRIPTION OF THE SHARES,
NOT LATER THAN 06 MAY 2005; 4) OVER-SUBSCRIPTION
MAY NOT TAKE PLACE; 5) THE NEW SHARES SHALL NOT
ENTITLE TO DIVIDENDS; AS CONCE RNS THE REASON
FOR DEVIATING FROM THE SHAREHOLDERS PREFERENTIAL
RIGHTS AND THE BASIS FOR ESTABLISHMENT OF THE
ISSUE PRICE, THE FOLLOWING IS STATED; THE RESO
LUTION TO WITHDRAW SHARES OF SERIES A AND OF
SERIES B MAY BE EXECUTED WITHOUT THE TIME RESTRAINT
OF OBTAINING COURT AUTHORIZATION, IF AT THE SAME
TIME, AN A MOUNT EQUAL TO THE REDUCTION AMOUNT
IS CONTRIBUTED TO THE COMPANY BY WAY OF A NEW
ISSUE OF SHARES; CARNEGIE INVESTMENT BANK AB
HAS UNDERTAKEN TO SUBSCRIBE F OR, AND REDEEM,
THE SHARES IN ACCORDANCE WITH SECTION D. BELOW;
THE ISSUE PRIC E HAS BEEN DETERMINED IN AGREEMENT
WITH CARNEGIE INVESTMENT BANK AB; THE NEW S HARES
ARE SUBJECT TO THE ARTICLES OF ASSOCIATION S
RESERVATION TO REDUCE THE S HARE CAPITAL IN ACCORDANCE
WITH CHAPTER 6, SECTION 8, THE SWEDISH COMPANIES
AC T; THE RESOLUTION ON A NEW ISSUE OF SHARES
SHALL BE SUBJECT TO THE AGM S DECIS ION ON THE
AMENDMENT OF THE ARTICLES OF ASSOCIATION IN ACCORDANCE
WITH SECTION B ABOVE AND THE REGISTRATION OF
THE RESOLUTION, AS WELL AS THE REDUCTION OF T
HE SHARE CAPITAL AND TRANSFER TO THE STATUTORY
RESERVE IN ACCORDANCE WITH SECT ION D BELOW
18.D APPROVE A REDUCTION OF THE COMPANYS SHARE CAPITAL Management
BY SEK 95,021,046 THE REDUC TION AMOUNT THROUGH
REDEMPTION OF ALL 15,836,841 SHARES OF SERIES
C, AND THAT AN AMOUNT CORRESPONDING TO THE REDUCTION
AMOUNT BE ALLOCATED TO THE STATUTORY RESERVE;
THE PURPOSE OF THE REDUCTION IS REPAYMENT TO
THE SHAREHOLDERS; REDEM PTION SHALL BE MADE IMMEDIATELY
AFTER THE NEW SHARES OF SERIES C, ISSUED IN AC
CORDANCE WITH SECTION B. ABOVE, HAVE BEEN REGISTERED;
A REDEMPTION PRICE SHALL BE PAID IN THE AMOUNT
OF SEK 95,021,046 ADJUSTED WITH AN INTEREST RATE
CORRES PONDING TO STIBOR 30 DAYS PLUS 1.75 BASIS
POINTS, CALCULATED FROM THE DAY OF P AYMENT OF
THE SUBSCRIPTION PRICE FOR THE SHARES OF SERIES
C; PAYMENT OF THE RE DEMPTION PRICE SHALL BE
MADE FROM NON RESTRICTED EQUITY; THE REDEMPTION
PRICE SHALL BE PAID ON 13 MAY 2005, ASSUMING
THAT THE DECISION HAS BEEN REGISTERED B Y THE
COMPANIES REGISTRATION OFFICE BY THEN, OTHERWISE
AS SOON AS POSSIBLE AFT ER REGISTRATION; THE
RESOLUTION ON REDUCTION OF THE SHARE CAPITAL
AND TRANSFER TO THE STATUTORY RESERVE SHALL BE
SUBJECT TO THE AGM S RESOLUTION TO AMEND TH E
ARTICLES OF ASSOCIATION IN ACCORDANCE WITH SECTION
B ABOVE AND THE REGISTRAT ION THEREOF, AS WELL
AS THE NEW ISSUE OF SHARES IN ACCORDANCE WITH
SECTION C A BOVE
18.E AUTHORIZE THE PRESIDENT TO MAKE SUCH MINOR ADJUSTMENTS Management
TO THE RESOLUTIONS IN S ECTIONS A TO D ABOVE
WHICH MAY BE REQUIRED IN CONNECTION WITH REGISTRATION
OF THE RESOLUTIONS WITH THE COMPANIES REGISTRATION
OFFICE; TO BE VALID, THE DECIS ION BY THE MEETING
AS REGARDS SECTIONS A TO C ABOVE MUST BE SUPPORTED
BY AT LE AST TWO THIRDS OF BOTH THE NUMBER OF
VOTES CAST AS WELL AS THE NUMBER OF VOTES REPRESENTED
AT THE MEETING
19.A APPROVE TO IMPLEMENT A SHARE-BASED INCENTIVE Management
PROGRAM DURING THE SECOND FINANCI AL QUARTER
2005 THE PROGRAM FOR SENIOR EXECUTIVES WITHIN
THE VOLVO GROUP, IN CLUDING MEMBERS OF THE GROUP
EXECUTIVE COMMITTEE AND OTHER EXECUTIVES THAT
THE BOARD SELECTS PARTICIPANTS ; THE REASON
FOR THE PROPOSAL IS THAT THE BOARD CONSIDERS
IT TO BE IN THE INTEREST OF THE COMPANY THAT
THE SENIOR EXECUTIVES ARE GIVEN PERSONAL INCENTIVES
THAT ARE LINKED TO THE FINANCIAL PERFORMANCE
OF THE VOLVO GROUP; THE CONDITIONS FOR THE PROGRAM
ARE AS FOLLOWS: 1) UNDER THE P ROGRAM, A MAXIMUM
OF 185,000 SERIES B VOLVO SHARES OR, IF POINT
16 A IS APPROV ED, ORDINARY SHARES SHARES
CAN BE ALLOTTED TO A MAXIMUM OF 165 PARTICIPANT
S DURING THE FIRST 6 MONTHS 2006; THE NUMBER
OF SHARES TO BE ALLOTTED SHALL BE RELATED TO
THE DEGREE OF FULFILLMENT OF CERTAIN FINANCIAL
GOALS FOR THE FY 20 05 DETERMINED BY THE BOARD;
2) PREFERENTIAL RIGHTS TO ACQUIRE SHARES SHALL
ACC RUE TO THE PARTICIPANTS; THE PRESIDENT AND
CEO LEIF JOHANSSON MAY RECEIVE A MA XIMUM OF
4,000 SHARES WHILE THE OTHER PARTICIPANTS MAY
RECEIVE A MAXIMUM OF 1, 000-2,000 SHARES EACH;
3) PARTICIPANTS NOT RESIDENT IN SWEDEN AT THE
TIME OF A LLOTMENT SHALL, INSTEAD OF SHARES,
RECEIVE AN AMOUNT IN CASH CORRESPONDING TO THE
MARKET VALUE OF THE SHARES AT THE TIME OF ALLOTMENT;
4) THE PARTICIPANTS S HALL NOT PAY ANYTHING FOR
THEIR RIGHTS UNDER THE PROGRAM; 5) THE SHARES
TO BE ALLOTTED UNDER THE PROGRAM SHALL BE EXISTING
SHARES; THE COMPANY MAY FULFILL I TS OBLIGATIONS
TO DELIVER SHARES UNDER THE PROGRAM EITHER THROUGH
A THIRD PART Y, WHICH WOULD ACQUIRE AND TRANSFER
THE SHARES IN ITS OWN NAME, OR, SUBJECT TO THE
APPROVAL BY THE AGM IN ACCORDANCE WITH ITEM B
BELOW, BY TRANSFERRING SHAR ES HELD BY THE COMPANY
TREASURY STOCK ; 6) PARTICIPANTS MAY RECEIVE
SHARES OR CASH ONLY, WITH CERTAIN EXCEPTIONS,
IF THE PARTICIPANT REMAINS EMPLOYED WITHI N THE
VOLVO GROUP AT THE TIME OF ALLOTMENT; 7) SHARES
MAY BE TRANSFERRED ON ON E OR MORE OCCASIONS;
8) THE CHAIRMAN OF THE BOARD IS ENTITLED TO DETERMINE
ADD ITIONAL TERMS FOR THE PROGRAM; 9) ASSUMING
THAT THE MAXIMUM AMOUNT OF SHARES 185,000 WILL
BE ALLOTTED AND FURTHER THAT THE COMPANY WOULD
TRANSFER SHARES T HROUGH A THIRD PARTY, THE COST
FOR THE PROGRAM WOULD AMOUNT TO ABOUT SEK 70
MI LLION INCLUDING SOCIAL FEES, CALCULATED ON
A SHARE PRICE AT ALLOTMENT OF SEK 3 00
19.B APPROVE THE TRANSFER OF SHARES IN THE COMPANY Management
HELD BY THE COMPANY ITSELF AT AN Y TIME TO THE
PARTICIPANTS IN ORDER TO FULFILL THE COMPANYS
UNDERTAKINGS IN AC CORDANCE WITH THE PROGRAM
ON THE FOLLOWING TERMS: 1) NOT MORE THAN 185,000
SHA RES MAY BE TRANSFERRED; 2) PREFERENTIAL RIGHTS
TO ACQUIRE SHARES SHALL ACCRUE TO THE PARTICIPANTS
WHO ARE ENTITLED TO ACQUIRE SHARES IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE PROGRAM;
3)THE PREFERENTIAL RIGHTS OF PARTICIPANTS TO
ACQUIRE SHARES ARE TO BE EXERCISED DURING THE
FIRST 6 MONTHS 2006; 4) THE PARTICIPANTS SHALL
NOT PAY ANYTHING FOR THE SHARES ACQUIRED UNDER
THE PROGRAM; 5) SHARES MAY BE TRANSFERRED ON
ONE OR MORE OCCASIONS; THE REASON FOR DEVIATI
NG FROM THE SHAREHOLDERS PREFERENTIAL RIGHTS
IS TO SAFEGUARD AND FULFILL THE COMMITMENTS UNDER
THE PROGRAM IN A COST-EFFECTIVE MANNER; IF A
DECISION BY THE AGM REGARDING THE BOARD S PROPOSAL
UNDER ITEM B IS TO BE VALID, THE DECISION MUST
BE SUPPORTED BY SHAREHOLDERS WITH AT LEAST NINETEENTHS
OF BOTH THE VOTES CAST AND THE SHARES REPRESENTED
AT THE MEETING
- -----------------------------------------------------------------------------------------------------------------------------------
SCHERING AG
Issuer: D67334108 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 194,000,000 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYABL E DATE: 15 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT BDO DEUTSCHE WARENTREUHAND AG, HAMBURG, Management
AS THE AUDITORS FOR THE 2005 F Y
6. APPROVE THE ADJUSTMENT OF THE REMUNERATION FOR Management
THE SUPERVISORY BOARD AND THE C ORRESPONDING
AMENDMENTS TO THE ARTICLES OF ASSOCIATION FROM
THE 2005 FY ON EAC H MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 35,000, A PROFIT-RELATED REMUNERATION
OF EUR 250 FOR EVERY EUR 0.01 OF TH E EARNINGS
PER SHARE IN EXCESS OF EUR 1.20, AND A PERFORMANCE-RELATED
REMUNERA TION OF AT LEAST EUR 35,000 AND THE
CHAIRMAN TO RECEIVE 2.25 TIMES AND THE DEP UTY
CHAIRMAN 1.1 TIMES, THESE AMOUNTS; AND APPROVE
TO INCREASE THE TOTAL REMUN ERATION FOR COMMITTEE
MEMBERS TO EUR 585,000
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE LAW ON CORPORATE INTE GRITY AND THE
MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG
WHICH IS TO BECOM E EFFECTIVE AS PER 01 NOV
2005 AS SPECIFIED
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 15,000,000,
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW
THE MARKET PRICE OF THE SHARES, OR BY WAY O F
A REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE
THAN 20% FROM THE MARKET PR ICE OF THE SHARES,
ON OR BEFORE 30 SEP 2006; AND AUTHORIZE THE BOARD
OF MANAGI NG DIRECTORS TO RETIRE THE SHARES,
TO USE THE SHARES FOR ACQUISITION PURPOSES, TO
OFFER THE SHARES TO EMPLOYEES OF THE COMPANY
AND ITS AFFILIATES, AND TO US E THE SHARES FOR
THE CONVERSION OF BONDS OR FOR THE EXERCISE OF
OPTION RIGHTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANY S WHOLLY-OW NED SUBSIDIARY SCHERADMIN
01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2005 UN TIL AT LEAST 31 DEC 2009
10. APPROVE THE ADJUSTMENT OF THE PROFIT TRANSFER Management
AGREEMENTS WITH THE COMPANY S WH OLLY-OWNED SUBSIDIARIES
BERLISERVE PROFESSIONAL SERVICES GMBH, INTENDIS
GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING
FINLAND HOLDING GMBH, AND SCHERING V ERSICHERUNGS-VERMITTLUNG
GMBH
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------------
HENKEL KGAA
Issuer: D32051126 ISIN: DE0006048432
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.
THANK YOU.
* PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting
REPORT FOR THE FY 2004 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP AN NUAL REPORT, AND APPROVE THE 2004
FINANCIAL STATEMENTS
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting
THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24
PER ORDINARY SHA RE, PAYMENT OF A DIVIDEND OF
EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND
AND PAYABLE DATE 19 APR 2005
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting
6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting
WIRTSCHAFTSPRUEFUNGSGESELLSCHAF T, BERLIN/FRANKFURT,
AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS
AND TH E CONSOLIDATED FINANCIAL STATEMENTS FOR
FY 2005
7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting
SHAREHOLDERS COMMITTEE
8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting
SUPERVISORY BOARD
9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting
AND PREFERRED SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING
MORE THAN 1 0% FROM THE MARKET PRICE OF THE SHARES
ON OR BEFORE 17 OCT 2006; AND TO USE TH E SHARES
WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE
PLAN, AND IN CONNEC TION WITH THE MERGERS AND
ACQUISITIONS, TO DISPOSE OF THE SHARES IN A MANNER
O THER THAN THE STOCK EXCHANGE OR AN OFFER TO
ALL SHAREHOLDERS IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
AND TO RETIRE THE SH ARES
10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting
SUPERVISORY BOARD AND THE SHAR EHOLDERS COMMITTEE
AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCI ATION, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUN ERATION
OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 50,000, T HE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THE SE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER
OF THE SHAREHOLD ERS COMMITTEE SHALL RECEIVE
A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-R
ELATED REMUNERATION OF UP TO EUR 50,000, THE
CHAIRMAN SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN
AND ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS
OF ONE OR MO RE COMMITTEES AS PER SECTION 32
OF THE ARTICLES OF ASSOCIATION SHALL RECEIVE
A N ADDITIONAL REMUNERATION EQUAL TO THE TOTAL
ANNUAL REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS
COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL
RECEIVE TWIC E THIS AMOUNT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN. THANK YOU .
- -----------------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL
Issuer: F7063C114 ISIN: FR0000127771 BLOCKING
SEDOL: 4834777, 4841379, 4859587, 4863470
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS,
APPROVES THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED
TO THE MEETING
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS, AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRE SENTED TO THE MEETING
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L. 225-40 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID
REPORT AND THE AG REEMENTS REFERRED TO THEREIN
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management
AND RESOLVE TO APPROPRIA TE THE PROFITS OF EUR
1,227,292,200.00 AS FOLLOWS: LEGAL RESERVE: EUR
61,364, 610.00, GLOBAL DIVIDEND: EUR 643,574,618.00,
CARRY FORWARD ACCOUNT: EUR 522,35 2,972.00; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF
EUR 0.60 PER SHARE, THIS DIVIDEND WILL BE PAID
ON 04 MAY 2005, THE SUM OF EUR 3,251,101.00 CORRES
PONDING TO THE AMOUNT OF THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS, REGIS TERED IN THE
INDIVIDUAL ACCOUNTS ON 21 DEC 2004, WILL BE TRANSFERRED
TO THE OT HER RESERVES ACCOUNT, AS REQUIRED BY
LAW
E.5 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management
EXECUTIVE COMMITTEE AND A SUPERV ISORY BOARD
O.6 RECEIVE THE BOARD OF DIRECTORS REPORT AND ADOPT Management
THE TEXT OF THE NEW ARTICLES O F ASSOCIATION
WHICH WILL GOVERN HENCE FORTH THE COMPANY
O.7 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management
NUMBERS E.5 AND O.6 AR E ADOPTED, TO THE EXECUTIVE
COMMITTEE, TO INCREASE IN ONE OR MORE TRANSACTION
S, IN FRANCE OR ABROAD, WITH SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, THE SHARE CAPITAL
BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000
.00, BY WAY OF ISSUING ORDINARY SHARES OF THE
COMPANY AS WELL AS ANY KIND OF S ECURITIES GIVING
ACCESS BY ANY MEANS TO ORDINARY SHARES OF THE
COMPANY AUTHOR ITY EXPIRES AT THE END OF 26
MONTHS , IT CANCELS AND REPLACES THE DELEGATION
S ET FORTH IN RESOLUTION NUMBER 17 AND GIVEN
BY THE GENERAL MEETING OF 29 APR 20 03
O.8 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTION Management
NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE TO INCREASE IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, WITH WAIVER OF SHAREHOLDERS
PRE-EMPTIVE SUBSCRIPTION RI GHTS, THE SHARE
CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00,
BY WAY OF ISSUING ORDINARY SHARES OF THE COMPANY
AS WELL AS SECURITIES GIVING AC CESS BY ANY MEANS
TO ORDINARY SHARES OF THE COMPANY, THIS AMOUNT
SHALL COUNT A GAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRE S
AT THE END OF 26 MONTHS IT CANCELS AND REPLACES
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
18 AND GIVEN BY THE GENERAL MEETING OF 29 APR
2003; IN ALL CASES, THE AMOUNT OF THE CAPITAL
INCREASES REALIZED ACCORDING TO THE PRESENT R
ESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION NUMBER O.7
O.9 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management
NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE
COMMITTEE TO INCREASE WITHIN THE LIMIT OF THE
GLOBAL CEILING SET IN THE RESOLUTION NUMBER O.7,
THE NUMBER OF SHARES, EQUITY SECURIT IES OR SECURITIES
TO BE ISSUED IN CASE OF A SHARE CAPITAL INCREASE,
WITH OR WI THOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS;
AUTHORITY EXPIRES AFTER 26 MONTHS
E.10 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management
NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE
COMMITTEE ALL POWERS IN ORDER TO INCREASE THE
SHARE C APITAL, IN ONE OR MORE TRANSACTIONS,
BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,00 0,000.00,
BY WAY OF CAPITALIZING PREMIUMS, RETAINED EARNINGS,
INCOME OR OTHERS , TO BE CARRIED OUT THROUGH
THE ALLOTMENT OF BONUS SHARES OR THE RAISE OF
THE PAR VALUE OF THE EXISTING SHARES; THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES THE DELEGATION SET FORTH
IN RESOLUTION NUMBER 19 AND GIVEN BY THE GENERAL
MEETING OF 29 APR 2003
O.11 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management
NUMBERS O.5 AND O.6 AR E ADOPTED, THE EXECUTIVE
COMMITTEE TO INCREASE THE SHARE CAPITAL, IN ONE
OR MO RE TRANSACTIONS, IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE MEMBERS OF A CO MPANY SAVINGS
PLAN, WITH THE ISSUE OF SHARES TO BE PAID UP
IN CASH; AUTHORITY EXPIRES AT THE END OF 26
MONTHS AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED
1. 5% OF THE SHARE CAPITAL; THE PRESENT DELEGATION
CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
21 AND GIVEN BY T HE GENERAL MEETING OF 23 APR
2003; IN ALL THE CASES, THE AMOUNT OF THE CAPITA
L INCREASES REALIZED ACCORDING TO THE PRESENT
RESOLUTION, COUNTS AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 7; GRANT ALL POWERS
TO THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS
NUMBERS O.5 AND O.6 ARE ADOPTED, TO THE E XECUTIVE
COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSA RY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management
NUMBERS O.5 AND O.6 AR E ADOPTED, THE EXECUTIVE
COMMITTEE, ALL POWERS TO GRANT, IN ONE OR MORE
TRANSA CTIONS, TO OFFICERS, SENIOR MANAGERS,
SENIOR EXECUTIVES OR EXCEPTIONALLY NON-E XECUTIVE
EMPLOYEES OF THE GROUP VIVENDI UNIVERSAL, OPTIONS
GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES
IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL
INCREASE, IT BEING PROVIDED THAT THE OPTIONS
SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL NOT EXCEED 2.5% OF THE SHARE CAPITAL;
AUTHORI TY EXPIRES AT THE END OF 36 MONTHS
; THE PRESENT DELEGATION CANCELS AND REPLAC ES,
FOR THE PERIOD UNUSED THE DELEGATION SET FORTH
IN RESOLUTION 20 AND GIVEN BY THE GENERAL MEETING
OF 29 APR 2003; IN ALL THE CASES, THE AMOUNT
OF THE CAP ITAL INCREASE REALIZED ACCORDING TO
THE PRESENT RESOLUTION, COUNTS AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION NUMBER 7, AUTHORISE
THE BOARD OF DIREC TORS, OR IF THE RESOLUTIONS
NUMBERS 5 AND 5 ARE ADOPTED TO THE EXECUTIVE
COMM ITTEE, TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIE S
O.13 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management
NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE
COMMITTEE TO PROCEED, IN ONE OR MORE TRANSACTIONS
TO THE ALLOTMENT OF ORDINARY BONUS SHARES IN
ISSUE OR TO BE ISSUED; THE MAXIMUM N UMBER OF
SHARES GRANTED WILL NOT EXCEED 5% OF THE SHARE
CAPITAL; AUTHORITY EX PIRES AT THE END OF 36
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS, OR
IF THE RE SOLUTIONS NUMBER E.5 AND O.6 ARE ADOPTED,
TO THE EXECUTIVE COMMITTEE, TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.14 AUTHORIZE IF THE RESOLUTION NUMBER O.30 IS APPROVED, Management
THE BOARD OF DIRECTORS, O R IF THE RESOLUTION
NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE
COMMITTEE, TO REDUCE THE SHARE CAPITAL BY CANCELING
THE SHARES HELD BY THE COMPANY IN CON NECTION
WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE
TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS
DOES NOT EXCEED 10% OF THE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS, OR IF THE RESOLUTION
NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 APPOINT MR. JEAN RENE FOURTOU AS A MEMBER OF Management
THE SUPERVISORY BOARD FOR A PERIO D OF 3 YEARS
O.16 APPOINT MR. CLAUDE BEBEAR AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.17 APPOINT MR. GERARD BREMOND AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD 3 YEARS
O.18 APPOINT MR. FERNANDO FALCO AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD O F 3 YEARS
O.19 APPOINT MR. PAUL FRIBOURG AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.20 APPOINT MR. GABRIEL HAWAWINI AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD OF 1 YEAR
O.21 APPOINT MR. HENRI LACHMANN AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD O F 3 YEARS
O.22 APPOINT MR. RODOCANACHI AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 3 YEARS
O.23 APPOINT MR. KAREL VAN MIERT AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.24 APPOINT MRS. SARAH FRANK AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.25 APPOINT MR. PATRICK KRON AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.26 APPOINT MR. ANDRZEJ OLECHOWSKI AS A MEMBER OF Management
THE SUPERVISORY BOARD FOR A PERI OD OF 4 YEARS
O.27 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,200,000.00 Management
TO THE SUPERVISORY BOAR D
O.28 APPROVE TO RENEW THE TERM OF OFFICE OF THE CABINET Management
ALUSTRO-REYDEL AS THE STATU TORY AUDITOR FOR
A PERIOD OF 6 YEARS
O.29 APPOINT MR. SAN CLAUDE REYDEL IN REPLACEMENT Management
OF MR. HUBERT LUNEAU AS A DEPUT Y AUDITOR FOR
A PERIOD OF 6 YEARS
O.30 AUTHORIZE THE BOARD OF DIRECTORS OR IF THE RESOLUTIONS Management
NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE
COMMITTEE TO TRADE IN THE COMPANY S SHARES ON
THE STO CK MARKET, AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 40.00 THE PURCHASE
AMOUNT ACCUMULATED UPON THE BASIS OF AN AVERAGE
PRICE OF EUR 24.0 0 PER SHARE, WILL NOT EXCEED
EUR 2,570,000,000.00; AUTHORITY EXPIRES AT THE
E ND OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS
AND REPLACES FOR THE REMAININ G PERIOD, THE DELEGATION
GIVEN BY THE CGM OF 06 MAY 2004; AND AUTHORIZE
THE BO ARD OF DIRECTORS, OR IF THE RESOLUTIONS
NUMBER E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESS ARY FORMALITIES
O.31 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRES CRIBED 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 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES
: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTAC T YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DET AILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAV
E BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FO RWARD 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
SUBMITTE D THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL C USTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE TH AT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS T O 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
28 APR 2005. 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.
- -----------------------------------------------------------------------------------------------------------------------------------
SKF AB
Issuer: W84237143 ISIN: SE0000108227
SEDOL: 0765019, 4767066, 4812977, 5497049
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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.
* MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting
RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER
INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT
HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED
TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU.
1. OPENING OF THE AGM Non-Voting
2. ELECT MR. ANDERS SCHARP AS THE CHAIRMAN FOR THE Management
MEETING
3. APPROVE THE VOTING LIST Non-Voting
4. APPROVE THE AGENDA Non-Voting
5. ELECT A PERSON TO VERIFY THE MINUTES Non-Voting
6. APPROVE THAT THE MEETING HAS BEEN DULY CONVENED Non-Voting
7. RECEIVE THE ANNUAL REPORT AND THE AUDIT REPORT Non-Voting
AS WELL AS CONSOLIDATED ACCOUNT S AND THE AUDIT
REPORT FOR THE GROUP INCLUDING A REPORT ON THE
ACTIVITIES OF T HE BOARD OF DIRECTORS AND BOARD
COMMITTEES AND PRINCIPLES FOR REMUNERATION OF
THE EXECUTIVE MANAGEMENT
8. APPROVE THE ADDRESS BY THE PRESIDENT Non-Voting
9. ADOPT THE INCOME STATEMENT AND THE BALANCE SHEET Management
AND THE CONSOLIDATED INCOME S TATEMENT AND THE
CONSOLIDATED BALANCE SHEET
10. APPROVE THE DIVIDEND FOR THE FY 2004 OF SEK 12.00 Management
PER SHARE
11. GRANT DISCHARGE OF THE BOARD MEMBERS AND THE Management
PRESIDENT FROM LIABILITY
12. APPROVE THAT BOARD OF DIRECTORS SHALL CONSIST Management
OF 8 MEMBERS AND NO DEPUTY MEMBE RS
13. APPROVE THAT THE BOARD OF DIRECTORS FOR THE PERIOD Management
UP TO THE END OF NEXT AGM, RECEIVE A FEE ACCORDING
TO THE FOLLOWING: A FIRM ALLOTMENT OF SEK 2,350,000,
TO BE DISTRIBUTED WITH SEK 700,000 TO THE CHAIRMAN
OF THE BOARD AND WITH SEK 2 75,000 TO EACH OF
THE OTHER BOARD MEMBERS ELECTED BY THE AGM AND
NOT EMPLOYED BY THE COMPANY; B A VARIABLE ALLOTMENT
CORRESPONDING TO THE VALUE, CALCULATED AS BELOW,
OF 800 COMPANY SHARES OF SERIES B TO BE RECEIVED
BY THE CHAIRMAN, A ND 300 SHARES OF SERIES B
TO BE RECEIVED BY EACH OF THE OTHER BOARD MEMBERS,
B OTH NUMBERS STATED BEFORE EXECUTION OF THE
SPLIT; AND C AN ALLOTMENT FOR COMM ITTEE WORK
OF SEK 300,000 TO BE DIVIDED AMONG THE BOARD
MEMBERS WHO ARE PART O F A COMMITTEE ESTABLISHED
BY THE BOARD OF DIRECTORS; A PREREQUISITE FOR
OBTAIN ING AN ALLOTMENT IS THAT THE BOARD MEMBER
IS ELECTED BY HE AGM AND NOT EMPLOYE D BY THE
COMPANY; WHEN DECIDING UPON THE VARIABLE ALLOTMENT,
THE VALUE OF A SH ARE OF SERIES B SHALL BE DETERMINED
AT THE AVERAGE LATEST PAYMENT RATE ACCORDI NG
TO THE QUOTATIONS ON THE STOCKHOLM STOCK EXCHANGE
DURING THE FIVE TRADING D AYS AFTER PUBLICATION
OF THE COMPANY S PRESS RELEASE FOR THE FY 2005
14. RE-ELECT MR. ANDERS SCHARP, MR. SOREN GYLL, MR. Management
VITO H BAUMGARTNER, MR. ULLA L ITZEN, MR. CLAS
AKE HEDSTROM, MR. TOM JOHNSTONE AND MR. WINIE
KIN WAH FOK. LEI F OSTLING AS THE BOARD MEMBERS
TO BE NEWLY ELECTED
15. APPROVE THAT AN AUDITOR WITH NO DEPUTY AUDITOR Management
IS ELECTED FOR THE PERIOD UP TO THE END OF THE
GENERAL MEETING ACCORDING TO CHAPTER 9, SECTION
7 FIRST PARAGR APH OF THE COMPANIES ACT WHICH
IS HELD DURING THE FY 2009
16. APPROVE THAT THE AUDITOR IS PAID FOR WORK PERFORMED Management
AS INVOICED
17. ELECT THE ACCOUNTING FIRM KPMG AS THE AUDITOR Management
FOR THE PERIOD UP TO THE END OF THE GENERAL MEETING
ACCORDING TO CHAPTER 9, SECTION 7 FIRST PARAGRAPH
OF THE C OMPANIES ACT WHICH IS HELD DURING THE
FY 2009
18.a AMEND THE ARTICLES OF ASSOCIATION Management
18.b APPROVE THAT THE COMPANY S SHARE CAPITAL SHALL Management
BE REDUCED BY SEK 284,594,417.5 0 THE REDUCTION
AMOUNT THROUGH REDEMPTION OF 113,837,767 SHARES;
THE PURPOSE OF REDUCTION IS REPAYMENT TO THE
SHAREHOLDERS FOR EACH REDEEMED SHARE SEK 25 WILL
BE PAID, OF WHICH SEK 2.50 CONSTITUTES THE NOMINAL
VALUE OF THE SHARE; PA YMENT WILL BE MADE OF
IN TOTAL SEK 2,845,944,175
18.C APPROVE TO INCREASE THE COMPANY S SHARE CAPITAL Management
BY SEK 284,594,417.50 THROUGH AN ISSUE OF 113,837,767
NEW SHARES OF SERIES C
18.d APPROVE THE REDUCTION OF THE SHARE CAPITAL BY Management
SEK 284,594,417.50 BY REDEMPTION OF SHARES OF
SERIES C AND TRANSFER OF FUNDS TO THE LEGAL RESERVE
19. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPROVE: (1) THAT THE COMPANY SHALL
HAVE A NOMINATION COMMITTEE FORMED BY ONE REPRESENTATIVE
OF EACH ONE OF THE FOUR MAJOR SHAREHOLDERS WITH
REGARD TO THE NUMBER OF VOTES HE LD AS WELL AS
THE CHAIRMAN OF THE BOARD OF DIRECTORS; 2) IN
THE EVENT THAT THE SHAREHOLDER THE MEMBER REPRESENTS
WOULD LARGELY REDUCE ITS SHAREHOLDING IN TH E
COMPANY, SUCH A MEMBER MAY RESIGN AND A REPRESENTATIVE
OF THE SHAREHOLDER NE XT IN TURN SIZE-WISE WITH
REGARD TO THE NUMBER OF VOTES HELD BE OFFERED
THE OP PORTUNITY OF BEING ELECTED IN HIS/HER
PLACE; AND IN THE EVENT THAT A SHAREHOLD ER REPRESENTATIVE
NO LONGER REPRESENTS THE SHAREHOLDER, THE SHAREHOLDER
IS ASK ED TO ELECT A NEW REPRESENTATIVE TO BECOME
A MEMBER OF THE NOMINATION COMMITTE E; 3 THAT
THE NOMINATION COMMITTEE IS TO FURNISH PROPOSALS
IN THE FOLLOWING M ATTERS TO BE PRESENTED TO,
AND RESOLVED BY, THE AGM IN 2006: A PROPOSAL
FOR C HAIRMAN OF THE AGM; B PROPOSAL FOR BOARD
OF DIRECTORS; C PROPOSAL FOR CHAIRM AN OF THE
BOARD OF DIRECTORS; D PROPOSAL FOR FEE TO THE
BOARD OF DIRECTORS; E PROPOSAL FOR FEE TO THE
AUDITORS; F PROPOSAL FOR A NOMINATION COMMITTEE
FAC ING THE AGM OF 2007; AND 4) THAT THE NOMINATION
COMMITTEE, WHEN PERFORMING ITS DUTIES, WILL FULFILL
THE TASKS THAT REST UPON THE NOMINATION COMMITTEE
UNDER THE SWEDISH CODE ON CORPORATE GOVERNANCE,
AMONG OTHER THINGS TO SUPPLY THE COM PANY WITH
CERTAIN INFORMATION IN ORDER TO ENABLE THE COMPANY
TO FULFILL ITS IN FORMATION OBLIGATION UNDER
THE CODE
- -----------------------------------------------------------------------------------------------------------------------------------
UBS AG
Issuer: H8920M855 ISIN: CH0012032030 BLOCKING
SEDOL: 2193607, 2782179, 7126114
- -----------------------------------------------------------------------------------------------------------------------------------
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 YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISS UED REQUESTING YOUR
VOTING INSTRUCTIONS. 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. THANK YOU.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN THE RECORD DATE. IF YOU H AVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YO U DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------------
* 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 19 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting
1. OPENING AND ANNOUNCEMENTS Management
2.A RECEIVE THE REPORT OF BOARD OF MANAGEMENT AND Management
THE SUPERVISORY BOARD FOR 2004
2.b APPROVE THE PROFIT RETENTION AND DISTRIBUTION Management
POLICY
3.a APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management
3.b APPROVE THE DIVIDEND FOR 2004 Management
4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
5. APPROVE THE CORPORATE GOVERNANCE Management
6.a RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
6.b RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
6.c APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
6.d APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
7. APPROVE THE MAXIMUM NUMBER OF STOCK OPTIONS AND Management
PERFORMANCE SHARES TO BE GRANT ED TO THE MEMBERS
OF THE BOARD OF MANAGEMENT
8.a GRANT AUTHORITY TO ISSUE THE ORDINARY SHARES Management
8.b GRANT AUTHORITY TO ISSUE PREFERENCE B SHARES Management
9. GRANT AUTHORITY TO ACQUIRE CERTIFICATES OF Management
SHARES IN ITS OWN CAPITAL
10. ANY OTHER BUSINESS AND CLOSURE Other
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E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
Issuer: D24909109 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP AN NUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 1,549,010,497.05 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-DIVIDEND
AND PAYABLE DATE: 28 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS 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 COMPANY S SHARE CAPITAL BY UP TO EUR 540,000,000
THROU GH THE ISSUE OF NEW BEARER NO-PAR SHARES
AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFORE
27 APR 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS F OR A CAPITAL INCREASE AGAINST PAYMENT
IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHT S MAY
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO BON D HOLDERS, FOR A CAPITAL
INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, AND FOR THE ISSUE OF
SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES,
OR AGAINS T PAYMENT IN KIND; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS: TO Management
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
ITS SHARE CAPITAL, ON OR BEFORE 27 OCT 2006;
THE SHARES MAY BE A CQUIRED THROUGH THE STOCK
EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE
NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE
SHARES, BY WAY OF A PUBLIC REPURCH ASE OFFER
TO ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER
FOR THE EXCHANGE O F LIQUID SHARES WHICH ARE
ADMITTED TO TRADING ON AN ORGANIZED MARKET AT
A PRIC E NOT DIFFERING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, AND BY USIN G DERIVATIVES
IN THE FORM OF CALL OR PUT OPTIONS IF THE EXERCISE
PRICE IS NEIT HER MORE THAN 10% ABOVE NOR MORE
THAN 20% BELOW THE MARKET PRICE OF THE SHARES
; TO DISPOSE OF THE SHARES IN A MANNER OTHER
THAN THE STOCK EXCHANGE OR A RIGH TS OFFERING
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKE T PRICE, USED FOR ACQUISITION
PURPOSES OR FOR SATISFYING EXISTING OPTION AND
C ONVERSION RIGHTS, OR ISSUED TO THE COMPANY
S AND ITS AFFILIATES EMPLOYEES; THE SHARES MAY
ALSO BE RETIRED
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANY S WHOLLY-OW NED E.ON FINANZANLAGEN
GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB 2005,
UNTIL A T LEAST 31 DEC 2010
8. APPROVE THAT, FROM THE 2005 FY, THE MEMBERS OF Management
THE SUPERVISORY BOARD SHALL REC EIVE A FIXED
ANNUAL REMUNERATION OF EUR 55,000, A VARIABLE
REMUNERATION OF EUR 115 FOR EVERY EUR 0.01 OF
THE DIVIDEND PAYMENT PER SHARE IN EXCESS OF EUR
0.1 0, AND AN ADDITIONAL VARIABLE REMUNERATION
OF EUR 70 FOR EVERY EUR 0.01 OF THE EARNINGS
PER SHARE IN EXCESS OF EUR 2.30; AND AMEND THE
CORRESPONDING ARTICLE S OF ASSOCIATION
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE LAW ON CORPORATE INTE GRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLD ERS MEETINGS UMAG , AS FOLLOWS:
SECTION 15, REGARDING SHAREHOLDERS MEETINGS
BEING CONVENED NO LATER THAN 30 DAYS PRIOR TO
THE DAY BY WHICH SHAREHOLDERS AR E REQUIRED TO
REGISTER TO ATTEND THE SHAREHOLDERS MEETING;
SECTION 18, REGARDI NG SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PR OOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEE TING OR TO EXERCISE THEIR VOTING RIGHTS
10. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Management
FOR THE FY 2005
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANY
S MEETING.
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ASTRAZENECA PLC
Issuer: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For
OF THE DIRECTORS AND THE AUDITO R FOR THE YE
31 DEC 2004
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For
OF USD 0.295 16.0 PENCE, SEK 2. 200 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECO ND INTERIM DIVIDEND OF USD 0.645
34.3 PENCE SEK 4.497 PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITOR
5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF T HE COMPANY S ARTICLES
OF ASSOCIATION
5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF T HE COMPANY S ARTICLES
OF ASSOCIATION
5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For
IN ACCORDANCE WITH THE ARTICLE 6 5 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF TH E COMPANY S ARTICLES
OF ASSOCIATION
5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF TH E COMPANY S ARTICLES
OF ASSOCIATION
5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management Against
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004 AS SPECIFIED
7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For
SHARE PLAN THE PLAN AND AU THORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
NECE SSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN
AS THEY MAY CONSIDER NECESSARY IN RELATION TO
EMPLOYEES IN JURISDI CTIONS OUTSIDE THE UK, WITH
SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABL
E TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATI ON, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE
TREATED AS COUNTING AGAINST THE RELEVANT LIMITS
ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
8. 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,
FOR THE PURPOSES O F PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDIT
URE DURING THE PERIOD ENDING ON THE DATE THE
OF THE COMPANY S AGM IN 2006 PROV IDED THAT ANY
SUCH DONATIONS AND EXPENDITURE MADE BY THE COMPANY
TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY
WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING
IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For
NEW SHARES CONFERRED ON THE DIRE CTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR T HE PERIOD COMMENCING ON THE
DATE OF THIS AGM AND ENDING ON THE DATE OF THE
AGM OF THE COMPANY IN 2006 OR, IF EARLIER, ON
30 JUN 2006, AND FOR SUCH PERIOD TH E SECTION
80 AMOUNT SHALL BE USD 136,488,521
S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For
BY ARTICLE 7.1 OF THE COMPAN Y S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD COMMENCING
ON THE DATE O F THIS AGM AND ENDING ON THE DATE
OF THE AGM OF THE COMPANY IN 2006 OR, IF EAR
LIER, ON 30 JUN 2006, AND FOR SUCH PERIOD THE
SECTION 89 AMOUNT SHALL BE USD 2 0,473,278
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For
166 OF THE COMPANIES ACT 19 85, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES
OF USD 0.25 EACH IN THE CAPITAL OF THE COM PANY,
AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105%
OF THE AVERAGE OF MIDDLE M ARKET VALUES OF THE
COMPANY S ORDINARY SHARES AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY E XPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 30 J UN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDI NARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
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VINCI SA
Issuer: F5879X108 ISIN: FR0000125486 BLOCKING
SEDOL: 4818083, 5876187, B030CV1, B03XM98
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting
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 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES
: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH
RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND
FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNER S: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC
URITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS,
ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION
AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT
THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE
VOTE INSTRU CTION AND RELEASE THE SHARES FOR
SETTLEMENT OF THE SALE TRANSACTION. THIS PRO
CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT
DATE PRIOR TO MEETING D ATE + 1
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY 2004 AS SPECIFIED
AND NOTICES THAT NET PROFIT GROUP SHARE AMOUNTS
TO: EUR 721,325,000.00
E.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004; AND GRANT DISCHARGE
TO THE DIRECTORS FOR THE PERFORMANCE OF TH EIR
DUTIES DURING THE SAID FY
O.3 ACKNOWLEDGE THE NET PROFITS OF THE FY 2004 AMOUNTS Management
TO: EUR 330,515,978.95; CAR RY FORWARD ACCOUNT:
EUR 2,457,637,358.90; DISTRIBUTABLE PROFITS:
EUR 2,788,153 ,337.85; APPROVE TO ALLOCATE THE
DISTRIBUTABLE PROFITS AS: SHAREHOLDERS AS AN
INTERIM DIVIDEND: EUR 99,336,139.20; SHAREHOLDERS
AS A COMPLEMENTARY DIVIDEND: EUR 190,049,163.30;
LEGAL RESERVES ACCOUNT: EUR 18,771.00; CARRY
FORWARD ACCO UNT: EUR 2,498,749,264.35; APPROVE
TO PAY AN INTERIM DIVIDEND OF EUR 1.20 PER SHARE
ON 21 DEC 2004 PROVIDED THAT ALL SHARES GOT BY
THE BENEFICIARIES BEFORE 31 DEC 2004 ARE ENTITLED
TO A TAX CREDIT AMOUNTING TO EUR 0.60 AND AFTER
01 JA N 2005, THE INTERIM DIVIDEND IS NO LONGER
ENTITLED TO A TAX CREDIT, THE SHAREH OLDERS TO
RECEIVE A COMPLEMENTARY DIVIDEND OF: EUR 2.30
PER SHARE FOR THE 82,6 30,071 SHARES AND THE
DIVIDEND WILL BE PAID ON 06 MAY 2005; APPROVE
THAT THE S HARE CAPITAL IS COMPOSED OF 84,095,683
SHARES ON 01 MAY 2005 CUM RIGHTS DATE: 01 JAN
2004 ; TO TRANSFER THE AMOUNT OF EUR 46,958,190.59,
CHARGED TO THE SPE CIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT, TO THE ORDINARY RESERVES
ACCO UNT
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L. 225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPO RT AND THE AGREEMENTS REFERRED
TO THEREIN
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management
FAURE AS A DIRECTOR FOR A P ERIOD OF 4 YEARS
AND IF THE RESOLUTION E.21 WAS NOT ADOPTED, THE
TERM OF OFFIC E OF MR. M. PATRICK FAURE AS A
DIRECTOR TO BE EXTENDED TO A PERIOD OF 6 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management
HUVELIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
AND IF THE RESOLUTION E.21 WAS NOT ADOPTED, THE
TERM OF OFF ICE OF MR. BERNARD HUVELIN AS A DIRECTOR
TO BE EXTENDED TO A PERIOD OF 6 YEARS
O.7 APPROVE, AS A RESULT OF THE AMALGAMATION-MERGER Management
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE NEW STA TUTORY AUDITOR AND THE NEW CORPORATE
NAME OF THE STATUTORY AUDITOR IS DELOITTE ET
ASSOCIES; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASU RES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.8 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management
REPLACING THE DELEGATION SET F ORTH IN RESOLUTION
8 GIVEN BY THE GENERAL MEETING OF 04 MAY 2004,
TO BUY BACK THE COMPANY S SHARES ON THE OPEN
MARKET PROVIDED THAT: MAXIMUM PURCHASE PRICE:
EUR 170.00; MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AFTER 18
MONTHS
E.9 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management
REPLACING THE DELEGATION SET F ORTH IN RESOLUTION
9 GIVEN BY THE GENERAL MEETING OF 04 MAY 2004,
TO REDUCE TH E SHARE CAPITAL BY CANCELING THE
SHARES HELD BY THE COMPANY, PROVIDED THAT THE
TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS
DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY
EXPIRES AFTER 18 MONTHS ; AND AUTHORIZE THE BOARD
OF DIREC TORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management
REPLACING THE DELEGATION SET F ORTH IN RESOLUTION
10 GIVEN BY THE GENERAL MEETING OF 04 MAY 2004,
TO ISSUE OR DINARY SHARES AND SECURITIES GIVING
ACCESS TO THE SHARE CAPITAL OF THE COMPANY WITH
MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL
RIGHT OF SUBSCRIPTION IN O NE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT
OF E UR 400,000,000.00 PROVIDED THAT MAXIMUM
OVERALL NOMINAL AMOUNT OF DEBT SECURIT IES TO
BE ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00;
AUTHORITY EXPIRES AFT ER 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEAS URES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE CONVERTIBLE Management
BONDS AND, OR TRANSFERAB LE BONDS INTO COMPANY
OR ITS SUBSIDIARIES OCEANE NEW SHARES OR EXISTING
SHA RES, WITH SUPPRESSION OF THE SHAREHOLDERS
PREFERENTIAL RIGHT PROVIDED THAT TH E MAXIMAL
NOMINAL VALUE OF CAPITAL INCREASES TO BE CARRIED
OUT UNDER THIS DELE GATION OF AUTHORITY SHALL
NOT EXCEED EUR 200,000,000.00 AND THE ACCRUED
NOMINA L AMOUNT OF SHARE INCREASE NOT TO EXCEED:
EUR 400,000,000.00; MAXIMUM NOMINAL AMOUNT OF
BONDS TO BE ISSUED: EUR 2,000,000,000.00; AUTHORITY
EXPIRES AFTER 2 6 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE DEBT Management
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
OF THE COMPANY OR ITS SUBSIDIARIES IN ONE OR
MORE TRANSACTION I N FRANCE OR ABROAD, PROVIDED
THAT THE MAXIMAL NOMINAL VALUE OF CAPITAL INCREAS
ES TO BE CARRIED OUT UNDER THIS DELEGATION OF
AUTHORITY SHALL NOT EXCEED EUR 2 00,000,000.00
AND THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
TO BE ISSUED: EUR 2,000,000,000.00; AUTHORITY
EXPIRES AFTER 26 MONTHS ; AND AUTHORIZE THE B
OARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE NUMBER OF SECURITIES TO BE IS SUED IN THE
EVENT OF A CAPITAL INCREASE WITH IN THE LIMIT
OF 15% OF THE INITIA L ISSUE; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NO MINAL AMOUNT
OF 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING
COMPANY SHARES AND SECURITIES GIVING ACCESS TO
SHARE CAPITAL IN CONSIDERATION FOR THE CONTRIBUTI
ONS IN KIND COMPRISED OF EQUITY SECURITIES GIVING
ACCESS TO THE SHARE CAPITAL; AUTHORITY EXPIRES
AFTER 18 MONTHS ; AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management
REPLACING THE DELEGATION SET F ORTH IN RESOLUTION
10 GIVEN BY THE GENERAL MEETING OF 14 MAY 2003,
TO GRANT, I N ONE OR MORE TRANSACTION, TO THE
EMPLOYEES AND THE OFFICERS, TO SUBSCRIBE FOR
NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, PROV IDED THAT THE
OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER
OF SHARES WHICH SHALL EXCEED 5% OF THE SHARE
CAPITAL OR TO PURCHASE EXISTING SHARES PURCHASED
BY THE COMPANY, IT BEING PROVIDED THAT THE OPTION
SHALL NOT GIVE RIGHTS TO A T OTAL NUMBER OF SHARES
NOT TO EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIR ES AFTER 38 MONTHS
E.16 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management
REPLACING THE DELEGATION SET F ORTH IN RESOLUTION
14 GIVEN BY THE GENERAL MEETING OF 12 DEC 2004,
TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSACTIONS, AT ITS SOLE DISCRETION, IN FA VOUR
OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF
THE COMPANY SAVINGS PLAN; A ND TO ALLOCATE FREE
SHARES WITHIN THE LIMITS OF ARTICLE L.443-5 OF
THE LABOUR LAW, PROVIDED THAT THE AMOUNT SHALL
NOT EXCEED 10% OF THE SHARE CAPITAL; AUTH ORITY
EXPIRES AFTER 26 MONTHS
E.17 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management
REPLACING THE DELEGATION SET F ORTH IN RESOLUTION
15 GIVEN BY THE GENERAL MEETING OF 12 DEC 2004,
TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSACTION, AT ITS SOLE DISCRETION, IN FAV OUR
OF THE COMPANY S EMPLOYEES OF FOREIGN SUBSIDIARIES
WHO ARE THE MEMBERS OF A COMPANY SAVINGS PLAN,
AND TO ALLOCATE FREE SHARES WITHIN THE LIMITS
OF ARTIC LE L.443-5 OF THE LABOUR LAW AND TO
AMEND THE EMPLOYEES PREFERRENTIAL RIGHT O F
SUBSCRIPTION ON ISSUED SHARES, PROVIDED THAT
THE AMOUNT SHALL NOT EXCEED 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AFTER 26 MONTHS ;
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW AND TO DETERMINE THE CONDITIONAL
SHARE CAPITAL INCREASE
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOCATE Management
FREE EXISTING SHARES OR SHARES TO BE ISSUED IN
FAVOR OF THE EMPLOYEES OR THE OFFICERS PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 10% OF
THE SHARE CAPITAL OF THE EXISTING SHARES AND
5% OF THE NUMBER OF SHARES COMPRISING THE SHARE
CAPITAL FOR THE SHARES TO BE ISS UED; AUTHORITY
EXPIRES AFTER 38 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES A ND ACCOMPLISH ALL NECESSARY FORMALITIES
E.19 APPROVE TO REDUCE THE NOMINAL VALUE OF THE COMPANY Management
S SHARES BY STOCK SPLIT AND EACH SHARE WILL BE
DIVIDED IN TO TWO SHARES AND THE SHARE WILL BE
EXCHANGED F OR 2 NEW SHARES OF A NOMINAL VALUE
OF EUR 5.00; AND AUTHORIZE THE BOARD OF DIR ECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES , FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW AND AMEND THE ARTICLE 6 OF
THE A SSOCIATION REGISTERED CAPITAL AND 11
BOARD OF DIRECTORS
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SECURITIES Management
REPRESENTING DEBT GIVING ACCESS TO THE ALLOCATION
OF DEBT SECURITIES, FOR AN AMOUNT WHICH SHALL
NOT EXC EED EUR 2,000,000,000.00; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND TO ACCOMPLISH ALL
NECESSARY FORMALITIES
E.21 AMEND ARTICLE OF ASSOCIATION NUMBER 11.3 REFERRING Management
TO THE DURATION OF THE TERM OF OFFICE OF THE DIRECTORS
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
* PLEASE NOTE THAT THE MEETING HELD ON 19 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 28
APR 2005. 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.
- -----------------------------------------------------------------------------------------------------------------------------------
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting
COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------------
ADIDAS-SALOMON AG, HERZOGENAURACH
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 ANNUAL REPORT Management
FOR THE FY 2004, ALONG WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE G ROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 68,691,114.50 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.30 PER NO PAR SHARE EUR
9,074,414.50 S HALL BE CARRIED FORWARD EX-DIVIDEND;
PAYMENT DATE 05 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management
THE SHARE CAPITAL BY UP TO EUR 42,800,000; AND
AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH
THE CONSENT O F THE SUPERVISORY BOARD, TO INCREASE
THE COMPANY S SHARE CAPITAL BY UP TO EUR 41,000,000
THROUGH THE ISSUE OF NEW SHARES AGAINST PAYMENT
IN CASH; AUTHORITY EXPIRES AFTER 5 YEARS ; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXC EPT
FOR RESIDUAL AMOUNTS; AND AMEND CORRESPONDING
ARTICLES OF ASSOCIATION
6. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management
THE SHARE CAPITAL BY UP TO EUR 3,579,043.17 IN
RESPECT OF THE UNUSED PORTION; AND AUTHORIZE
THE BOARD OF MAN AGING DIRECTORS, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE CO
MPANY S SHARE CAPITAL BY UP TO EUR 4,000,000
THROUGH THE ISSUE OF NEW BEARER N O-PAR SHARES
AGAINST PAYMENT IN CASH AND/OR KIND; AUTHORITY
EXPIRES AFTER 3 Y EARS ; THE SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR CASES
IN WHICH THE BOARD OF MANAGING DIRECTORS WITH
THE CONSENT OF THE SUPERVISORY BOARD DECIDES
OTHERWISE; AND AMEND CORRESPONDING ARTICLES OF
ASSOCIATION
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ACQUIRE OWN SHARES OF THE COMPANY OF UP TO 10%
OF ITS SHARE CAPITAL, AT A PRICE DIFFERING NEITHER
MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES
IF THEY ARE ACQUIRED THROUGH THE STOCK EXC HANGE,
NOR MORE THAN 15%; IF THEY ARE ACQUIRED BY WAY
OF A REPURCHASE OFFER, O N OR BEFORE 03 NOV 2006;
AUTHORIZE THE COMPANY TO SELL THE SHARES AT A
PRICE N OT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR ACQUISITION PURP OSES,
FOR THE SATISFACTION OF OPTION OR CONVERTIBLE
RIGHTS, OR WITHIN THE COMP ANY S STOCK OPTION
PLAN, TO USE THE SHARES AS PARTIAL REMUNERATION
FOR MEMBERS OF THE BOARD OF MANAGING DIRECTORS
AND TO RETIRE THE SHARES
8. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management
FRANKFURT, AS THE AUDITORS FOR THE FY 2005
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN. THANK YOU .
- -----------------------------------------------------------------------------------------------------------------------------------
CONTINENTAL AG, HANNOVER
Issuer: D16212140 ISIN: DE0005439004 BLOCKING
SEDOL: 4598589, 4679956, 4740517
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2004 WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP A NNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management
PROFIT OF EUR 116,721,938.35 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.80 PER NO-PAR SHARE EUR
388,691.15 SHA LL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE ON 13 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG Management
WIRTSCHAFTS-PRUEFUNGSGESELLSCHAFT , HANNOVER,
AS THE AUDITORS FOR THE YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO EUR 37,226.80, AT PRICES DEVIATING NEITHER
MORE THAN 10% FROM THEIR MARKET PRICE IF THE
SHARES ARE ACQU IRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THE SHARES ARE ACQUIRED
BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 11
NOV 2006; AND AUTHORIZE THE BOAR D OF MANAGING
DIRECTORS TO DISPOSE THE SHARES IN A MANNER OTHER
THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING,
ESPECIALLY TO SELL THE SHARES AT A PRICE NOT
M ATERIALLY BELOW THEIR MARKET PRICE, TO USE
THE SHARES FOR ACQUISITION PURPOSES , WITHIN
THE SCOPE OF THE 1999 STOCK OPTION PLAN OR FOR
THE FULFILLMENT OF CON VERTIBLE AND/OR OPTION
RIGHTS, TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, AND TO RETIRE THE SHARES
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
- -----------------------------------------------------------------------------------------------------------------------------------
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN
Issuer: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185, B02NV69
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2004 WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management
OF THE PROFIT OF EUR 1,351,306,0 27.78 AS FOLLOWS
: PAYMENT OF A DIVIDED EUR 1.10 PER ENTITLED
SHARE THE REMAIN DER SHALL BE CARRIED FORWARD
EX-DIVIDEND AND PAYABLE DATE 13 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management
FRANKFURT/BERLIN AS THE AUDITO RS FOR THE FY 2005
6. ELECT DR. ERHARD SCHIPPOREIT AS OFFICER FOR THE Management
SUPERVISORY BOARD
7. AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management
SECTION 4(1), THE INCREASE OF THE SHARE CAPITAL
TO EUR 316,003,600 DUE TO CONVERTED AND OPTION
RIGHTS HAVING BE EN EXERCISED SECTION 4(5), REGARDING
THE REVOCATION OF THE CONTINGENT CAPITAL IIA
SECTION 4(7), REGARDING THE REDUCTION OF THE
CONTINGENT CAPITAL III A TO E UR 9,384,974
8. AMEND SECTION 1(1) OF THE ARTICLE OF ASSOCIATION Management
REGARDING THE COMPANY S NAME BEING CHANGED TO
SAP AG
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SH AREHOLDERS MEETINGS AS FOLLOWS: SECTION
3 REGARDING ANNOUNCEMENTS OF THE COMPA NY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE OR
ON THE COMPANY S WEBSI TE; SECTION 17(3), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
TH AN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEI R ENTITLEMENT TO ATTEND THE
SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING
R IGHTS, SECTION 20(2), REGARDING THE CHAIRMAN
OF THE SHAREHOLDERS MEETING BEING AUTHORIZED
TO LIMIT THE TIME FOR QUESTIONS AND ANSWERS AT
SHAREHOLDERS MEETIN GS
10. APPROVE TO RENOVATE THE AUTHORIZED CAPITAL, CREATION Management
OF NEW AUTHORIZED CAPITAL AND THE CORRESPONDENCE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTIN G AUTHORIZED CAPITAL I AND II SHALL BE
REVOKED; AUTHORIZE THE BOARD OF MANAGIN G DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE C APITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHA REHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS; AU THORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BO ARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE O F NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE RESIDUAL AMOUNTS,
FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE
CAPITAL AGAINST CASH PAYMENT IF THE SHARES ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE AND OF THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
11. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 30,000,000
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 1 0%; ABOVE NOR MORE THAN 20% BELOW,
THE MARKET PRICE OF THE SHARES, OR BY WAY O F
REPURCHASE OFFER AT A PRICE NOT DEVIATING MORE
THAN 20%, FROM THE MARKET PRI CE OF THE SHARES,
ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD
OF MANAGING DI RECTORS TO SELL THE SHARES ON
THE STOCK EXCHANGE AND TO OFFER THEM THE SHARE
H OLDER FOR SUBSCRIPTION; THE BOARD SHALL BE
AUTHORIZED TO DISPOSE OF THE SHARES IN ANOTHER
MANNER IF THEY ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARK ET PRICE, TO USE THE SHARES
FOR ACQUISITION PROPOSES OR WITHIN THE SCOPE
OF TH E COMPANY STOCK OPTION AND LONG TERM INCENTIVE
PLANS AND TO RETIRE THE SHARES RETIRE THE SHARES
12. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER ITEM 11 ENTITLED
TO VOTE ARE T HOSE SHAREHOLDERS WHOSE SHARES
ARE BLOCKED WITH US FROM 04 MAY 2005, UNTIL THE
CLOSE OF THE MEETING
* PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN Non-Voting
CODED FIRST. 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 THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 18
MAY 2005. PLEA SE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUC TIONS. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED FINANCIAL
STATEMENT S FOR THE YE 31 DEC 2004
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 3 ,281,771,448.69; PRIOR
RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10, 396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL D IVIDEND:
EUR 1,770,438,404.00; CARRY FORWARD ACCOUNT:
EUR 8,579,493,012.17; TH E SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 2.00 PER SHARE
THIS DIVIDEND WILL BE PAID ON FROM 30 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE
FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGRE EMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 75.00, M AXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES
COMPRI SING THE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSAR Y MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.6 RATIFY THE CO-OPTATION BY THE BOARD OF DIRECTOR Management
OF MR. JEAN-FRANCOIS LEPETIT W HO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER
OF THE LATT ER S TERM OF OFFICE, UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2007 AND APPROVE
TO RENEW THE TERM OF OFFI CE OF MR. JEAN-FRANCOIS
LEPETIT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERHARD Management
CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management
GRAPPOTTE AS A DIRECTOR FO R A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. HELENE Management
PLOIX AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BAUDOIN Management
PROT AS A DIRECTOR FOR A PE RIOD OF 3 YEARS
O.11 APPOINT MRS. LOYOLA DE PALACIO DEL VALLE-LERSUNDI Management
AS A DIRECTOR FOR A PERIOD O F 3 YEARS
O.12 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 780,000.00 Management
TO THE BOARD OF DIRECTORS
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRES CRIBED BY LAW
E.14 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO OFFICERS AND EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR
TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXC EED 1.5% OF THE COMPANY S REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO ALLOCATE, IN ONE O R IN MORE TRANSACTIONS,
EITHER FREE EXISTING SHARES PURCHASED BY THE
COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED
TO EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES
SHALL NOT EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL THE AUTHORITY EXPIRES AT THE END OF
38 M ONTHS ; APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL N ECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management
REDUCE THE SHARE CAPITAL BY CANC ELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLA N, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NO
T EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; APPR OVE TO DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY ME ASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.17 AMEND ARTICLE OF ASSOCIATION NUMBER 7 RELATING Management
TO THE NUMBER OF DIRECTORS ELEC TED BY THE EMPLOYEES
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRES CRIBED BY LAW
* VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting
DURING WHICH THE SHARES ARE BLOCK ED FROM BEING
TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING
DATE AND THAT ONC E THE SHARES ARE BLOCKED THE
CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE
IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING
REQUESTING THE SUB-CUSTODIAN S TO UNBLOCK THE
SHARES. PLEASE MAKE SURE TO INCORPORATE THE
FOLLOWING COM MENT TO ALL OUTGOING FRENCH MEETINGS:
A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFIC ATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPEN DS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIR ECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLO WING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTER MEDIARIES,
ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTOD
IAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERM EDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLE MENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WI TH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
- -----------------------------------------------------------------------------------------------------------------------------------
HOCHTIEF AG, ESSEN
Issuer: D33134103 ISIN: DE0006070006 BLOCKING
SEDOL: 4429902, 5108664, B05P5C6
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL EARNINGS AND THE Management
CONSOLIDATED EARNINGS AS WELL AS THE REPORT OF
THE SUPERVISORY BOARD FOR THE BUSINESS YEAR 2004
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 52,500,000 AS FOL LOWS: PAYMENT
OF DIVIDEND OF EUR 0.75 PER NO-PAR SHARE THE
DIVIDEND ON COMPANY SHARES HELD BY THE COMPANY
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE
D ATE: 19 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT PWC DEUTSCHE REVISION AG WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management
FRANKFURT AM MAIN AND ESSEN AS THE AUDITORS FOR
THE YEAR 2005
6.1 ELECT DR. GERHARD CROMME AS AN OFFICER FOR THE Management
SUPERVISORY BOARD
6.2 ELECT PROF .DR. HERBERT HENZLER AS AN OFFICER Management
FOR THE SUPERVISORY BOARD
7. APPROVE THE REVOCATION OF THE CONTINGENT CAPITAL Management
AND AMEND THE CORRESPONDING A MENDMENT TO THE
ARTICLES OF ASSOCIATION; AND GRANT AUTHORITY
TO INCREASE THE S HARE CAPITAL BY UP TO EUR 3,584,000
8. AUTHORIZE THE COMPANY TO ACQUIRE AND DISPOSE Management
OF OWN SHARES TO ACQUIRE OWN SHAR ES OF UP TO
10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING
MORE THAN 10% F ROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 17 NOV 2006; AND AUTHORIZE TH E
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE
O R A RIGHTS OFFERING IF THE SHARES ARE SOLD
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, USED FOR ACQUISITION PURPOSES OR FOR THE
FULFILMENT OF CONVERTIBLE AND/OR OPTION RIGHTS,
FLOATED ON FOREIGN STOCK EXCH ANGES, OR OFFERED
TO THE COMPANY S OWN AND ITS AFFILIATES EMPLOYEES
AND ALSO R ETIRE THE SHARES
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
DISPOSE OF OWN SHARES ALREADY BY THE COMPANY
TO USE THESE SHARES FOR THE FULFILMENT OF CONVERTIBLE
AND/OR OPTIO N RIGHTS RESULTING FROM THE BONDS
ISSUED BY THE COMPANY
10. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ISSUE CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING
AMENDMENT TO THE ARTICLE OF ASSOCIATION, WITH
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSU
E BEARER BONDS OF UP TO EUR 400,000,000, HAVING
A TERM OF UP TO 30 YEARS AND C ONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY,
ONCE OR MORE THAN ONCE ON OR BEFORE 17 MAY 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRI PTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO H OLDERS OF CONVERTIBLE AND/OR
OPTION RIGHTS AND FOR THE ISSUE OF BONDS CONFERRI
NG CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VAL UE; THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 38 ,400,000
THROUGH THE ISSUE OF UP TO 15,000,000 NEW BEARER
NO-PAR SHARES, INSOF AR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL
11. APPROVE THE CREATION OF AUTHORIZED CAPITAL AND Management
THE CORRESPONDING AMENDMENT TO THE ARTICLE OF
ASSOCIATION; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WIT H THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO
EUR 53,760,000 THROUGH THE ISSUE OF NEW BEARER
NO-PAR SHARES AGAINST CONTRIBU TIONS IN CASH
AND/OR KIND, ON OR BEFORE 17 MAY 2010 AUTHORIZED
CAPITAL ; AND THE SHAREHOLDERS SHALL BE GRANTED
SUBSCRIPTION RIGHTS EXCEPT FOR A CAPITAL INC
REASE AGAINST CONTRIBUTIONS IN CASH OF UP TO
10% OF THE SHARE CAPITAL IF THE S HARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, FOR THE I SSUE OF SHARES AGAINST CONTRIBUTIONS
IN KIND, FOR RESIDUAL AMOUNTS, AND IN ORD ER
TO GRANT SUCH RIGHTS TO HOLDERS OF OPTION AND/OR
CONVERTIBLE RIGHTS
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624, B02NY59
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE REPORT OF THE EXECUTIVE BOARD Management
3. APPROVE THE REPORT 2004 Management
4. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management
5. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
6. GRANT AUTHORITY TO ISSUE SHARES AND THE EXCLUSION Management
PREEMPTIVE RIGHTS
7. GRANT AUTHORITY TO ACQUIRE SHARES Management
8. ANY OTHER ITEMS Other
9. CLOSING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------------
METRO AG, DUESSELDORF
Issuer: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217, B02NST1
- -----------------------------------------------------------------------------------------------------------------------------------
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 2004 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT, AS WELL AS THE
RESOLUTION ON THE APPROPRIATION OF THE DISTRIB
UTION PROFIT OF EUR 355,960,934.62 SHALL BE APPROPRIATED
AS FOLLOWS: PAYMENT O F A DIVIDEND OF EUR 1.02
PER ORDINARY SHARE AND EUR 1.122 PER PREFERRED
SHARE EUR 22,364,502.51 SHALL BE CARRIED FORWARD
EX-DIVIDEND AND THE PAYABLE DATE 19 MAY 2005
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4. ELECT THE AUDITOR FOR THE FISCAL YEAR 2005; IN Management
LIGHT OF THE INCREASING INTERNA TIONAL EXPANSION
OF THE METRO GROUP, THE SUPERVISORY BOARD INTENDS
TO PROPOSE A CHANGE OF THE AUDITOR TO THE ANNUAL
GENERAL MEETING. IN PREPARATION FOR THI S CHANGE,
A JOINT AUDIT BY THE PROSPECTIVE AND THE CURRENT
AUDITOR SHALL BE CA RRIED OUT FOR THE FISCAL
YEAR 2005. THE SUPERVISORY BOARD THEREFORE PROPOSES
T O ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUF UNGSGESELLSCHAFT,
BERLIN AND FRANKFURT/MAIN, AND FASSELT & PARTNER
WIRTSCHAFTS PRUFUNGSGESELLSCHAFT, DUISBURG, JOINTLY
AS AUDITORS FOR THE FISCAL YEAR 2005, WITH THE
REQUIREMENT TO JOINTLY AUDIT AND TO JOINTLY ISSUE
AUDIT CERTIFICATES, ALTHOUGH EACH AUDITOR MAY
CARRY OUT SOLE AUDITS AND ISSUE SOLE AUDIT CERTIFIC
ATES IN CASE THE OTHER AUDITOR SHOULD DROP OUT
FOR A REASON FOR WHICH THE COM PANY IS NOT RESPONSIBLE.
5. ELECT THE SUPERVISORY BOARD Management
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 5% ; FROM THE MARKET PRICE
OF THE SHAR ES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 18 NOV 2006; AUTHORIZ E THE BOARD OF MANAGING
DIRECTORS TO FLOAT THE SHARES ON THE FOREIGN
STOCK EXC HANGE, TO USE THE SHARES IN CONNECTION
WITH THE MERGERS AND ACQUISITIONS, TO D ISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHARE HOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE M ARKET PRICE OF THE IDENTICAL SHARES,
TO USE THE SHARES FOR THE FULFILLMENT OF OPTION
OR CONVENED RIGHTS, AND WITHIN THE SCOPE OF THE
COMPANY EXECUTION STOCK OPTION PLAN
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY
AND THE MODERNIZATION ON THE RIGHT TO SET ASIDE
RESOLUTIONS O F SHAREHOLDERS MEETINGS AS FOLLOWS:
SECTION 15(2), SHAREHOLDERS MEETING BEING PUBLISHED
IN THE ELECTRONIC FEDERAL GAZETTE NO LATER THAN
30 DAYS PRIOR TO TH E DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDER
S MEETING, SECTION 16(1)1 AND 16(2) SHAREHOLDERS
INTENDING TO ATTEND THE SHARE HOLDERS MEETING
BEING OBLIGED TO REGISTER 7 DAY PRIOR TO THE
SHAREHOLDERS ME ETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO
AT TEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 16(1 )2 AND 16(1)3
DELETION SECTION 17(3) THE CHAIRMAN OF THE SHAREHOLDERS
MEETING MUST BEING AUTHORIZE TO LIMIT THE TIME
FOR QUESTION AND ANSWER AT SHAREHOLDERS MEETING
ENTITLED TO VOTE ARE THOSE SHAREHOLDERS WHOSE
SHARES ARE BLOCKED WIT H US FROM 10 MAY 2005,
UNTIL THE CLOSING OF THE MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
* Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG
Issuer: H83949141 ISIN: CH0012255151 BLOCKING
SEDOL: 7184725
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
* 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. THANK YOU.
1.1 APPROVE THE 2004 ANNUAL REPORT OF THE BOARD OF Management
DIRECTORS
1.2 APPROVE THE 2004 FINANCIAL STATEMENTS AND THE Management
CONSOLIDATED FINANCIAL STATEMENT S
1.3 APPROVE THE STATUTORY AUDITORS REPORT AND THE Management
REPORT OF THE GROUP AUDITORS
1.4 APPROVE THE REPORTS AND THE FINANCIAL STATEMENTS Management
2. GRANT DISCHARGE THE BOARD OF DIRECTORS Management
3. APPROVE THE APPROPRIATION OF THE NET INCOME Management
4. APPROVE THE REDUCTION OF THE SHARE CAPITAL ADAPTATION Management
OF ARTICLE 4 OF THE STA TUTES
5. ELECT THE BOARD OF DIRECTORS Management
6. APPROVE TO NOMINATE THE STATUTORY AUDITORS AND Management
THE GROUP AUDITORS
- -----------------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2004 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP AN NUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 54,435,322.58 AS FOLLOWS: PAYMENT
OF DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE
PREFERRED SHAR ES FOR THE 2002 FY; PAYMENT OF
DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE PR
EFERRED SHARES FOR THE 2003 FY; PAYMENT OF ADVANCE
DIVIDENDS OF EUR 232,857.60 FOR THE PREFERRED
SHARES FOR THE 2004 FY; PAYMENT OF A DIVIDEND
OF EUR 0.35 P ER PREFERRED SHARE PAYMENT OF A
DIVIDEND OF EUR 0.35 PER ORDINARY SHARE EUR 6,
811,488.53 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAY ABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES THE Management
COMPANY OF UP TO 10% OF THE SH ARE CAPITAL, AT
PRICES DEVIATING NEITHER MORE THAN 10% FROM THE
MARKET PRICE O F THE SHARES IF THE SHARES ARE
ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE
T HAN 20%; IF THE SHARES ARE ACQUIRED BY WAY
OF A REPURCHASE OFFER, ON OR BEFORE 20 NOV 2006;
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EX-CHA NGE OR A RIGHTS OFFERING IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELO W THEIR MARKET PRICE, TO USE THE SHARES
FOR ACQUISITION PURPOSES OR FOR THE FU LFILLMENT
OF OPTION AND CONVERTIBLE RIGHTS AND TO RETIRE
THE SHARES
6. APPROVE TO CONVERT PREFERENCE SHARES INTO ORDINARY Management
SHARES THROUGH THE REVOCATI ON OF THE PREFERENCE
RIGHT; THE 3,638,400 NON-VOTING PREFERENCE SHARES
OF THE COMPANY, HELD BY THE BAYERISCHE LAND ESSTIFTUNG,
SHALL BE CONVERTED INTO THE S AME NUMBER OF VOTING
ORDINARY SHARES AGAINST PAYMENT OF A CONVERSION
PREMIUM O F EUR 2.50 PER PREFERRED SHARE; THE
CONVERSION PREMIUM IS TO BE PAID BY THE BA YERISCHE
LAND ESSTIFTUNG; AND AMEND THE ARTICLES OF ASSOCIATION
7. APPROVE THE SEPARATE RESOLUTION OF THE ORDINARY Management
SHAREHOLDERS ON THE CONVERSION OF NON-VOTING
PREFERRED SHARES INTO VOTING ORDINARY SHARES
AS PER ITEM 6
8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF THE OBJECT OF THE COMPANY BEIN G ADJUSTED
TO CORRESPOND TO THE NEW PROVISIONS OF THE GERMAN
PFANDBRIEF ACT
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD
ERS MEETINGS: SECTION 13(2), SECTION 14, SECTION
16(2)
10. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management
BERLIN AND FRANKFURT AS THE AU DITORS FOR THE
2005 FY
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
- -----------------------------------------------------------------------------------------------------------------------------------
FRESENIUS AG, BAD HOMBURG
Issuer: D27348107 ISIN: DE0005785638 BLOCKING
SEDOL: 4352826, 4568946
- -----------------------------------------------------------------------------------------------------------------------------------
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 ANNUAL REPORT Non-Voting
FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP AN NUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting
PROFIT OF EUR 56,128,638.77 AS: PAYMENT OF A
DIVIDEND OF EUR 1.35 PER ORDINARY SHARE AND EUR
1.38 PER PREFERR ED SHARE, EUR 203,171.90 SHALL
BE CARRIED FORWARD, PAYABLE ON 26 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Non-Voting
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5. APPROVE THE ADJUSTMENTS TO THE CONTROL AND PROFIT Non-Voting
TRANSFER AGREEMENT WITH FRES ENIUS PROSERVE GMBH
INCLUDING ITS EXTENSION UNTIL 31 DEC 2010
6. ELECT DR. GERHARD RUPPRECHT TO THE SUPERVISORY Non-Voting
BOARD
7. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Non-Voting
FRANKFURT, AS THE AUDITORS FOR THE 2005 FY
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA
Issuer: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
- -----------------------------------------------------------------------------------------------------------------------------------
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 SEC OND CALL ON
27 MAY 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2004; Management
THE REPORT OF THE DIRECTORS, A UDITORS AND THE
INDEPENDENT AUDITORS
2. APPROVE THE ALLOCATION OF PROFITS Management
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management
4. APPROVE THE ASSIGNMENT OF OWN SHARES TO STOCK Management
OPTION PLAN
5. APPOINT THE NUMBER OF MEMBERS OF THE BOARD OF Management
AUDITORS
6. APPOINT THE DIRECTORS AND APPROVE TO ESTABLISH Management
THE DURATION OF THEIR ASSIGNMEN T
7. APPOINT THE BOARD OF DIRECTORS AND THE CHAIRMAN Management
AND APPROVE THEIR EMOLUMENTS
8. APPOINT THE BOARD OF AUDITORS AND THE CHAIRMAN Management
AND APPROVE THEIR EMOLUMENTS
- -----------------------------------------------------------------------------------------------------------------------------------
LINDE AG, WIESBADEN
Issuer: D50348107 ISIN: DE0006483001 BLOCKING
SEDOL: 5740732, 5740817, 7159187
- -----------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE 2004 FINANCIAL YEAR WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 149,159,217.50 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 1.25 PER SHARE EX-DIVIDEND
AND PAYABLE DA TE 09 JUN 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT KPMG DEUTSCHE TREUHAND-GESLELLSCHAFT Management
AG, BERLIN AND FRANKFURT AS THE A UDITORS FOR
THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL THROUGH THE STOCK
EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE,
NOR MORE THA N 20% BELOW, THE MARKET PRICE OF
THE SHARES OR BY WAY OF A REPURCHASE OFFER AT
PRICES NOT DEVIATING MORE THAN 20% FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 30 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHA RES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE USED FOR ACQUISITION PURPOSES, TO
USE THE SHARES FOR THE FUL FILLMENT OF OPTION
AND/OR CONVERTIBLE RIGHTS, AS EMPLOYEE SHARES,
OR WITHIN TH E SCOPE OF THE LINDE-MANAGEMENT
INCENTIVE PROGRAM AND TO SELL THE SHARES AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE
AND TO RETIRE THE SHARES
7. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management
OF THE SUPERVISORY BOARD, T O INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 80,000,000 THROUGH
THE ISS UE OF NEW BEARER NO-PAR SHARES AGAINST
PAYMENT IN CASH, ON OR BEFORE 7 JUN 201 0; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUN TS, FOR THE GRANTING OF SUCH RIGHTS
TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBL E
AND/OR OPTION RIGHTS, FOR THE ISSUE OF EMPLOYEE
SHARES OF UP TO EUR 3,500,00 0, AND FOR A CAPITAL
INCREASE OF UP TO 10% OF THE COMPANY S SHARE
CAPITAL IF T HE NEW SHARES ARE ISSUED AT A PRICE
NOT MATERIALLY BELOW THE MARKET PRICE OF I DENTICAL
SHARES
8. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management
OF THE SUPERVISORY BOARD, T O INCREASE THE COMPANY
S CAPITAL BY UP TO EUR 40,000,0000 THOROUGH THE
ISSUE O F NEW BEARER NO-PAR SHARES AGAINST PAYMENT
IN CASH AND/OR KING, ON OR BEFORE 7 JUN 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION FOR
A CAPITAL INCREASE A GAINST PAYMENT IN CASH;
SHAREHOLDERS SUBSCRIPTION RIGHTS MAY BE EXCLUDED
FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH
RIGHTS MAY TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE
AND/OR OPTION RIGHTS, AND FOR THE ISSUE OF SHARES
IN CONNE CTION WITH MERGERS AND ACQUISITIONS
9. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management
OF THE SUPERVISORY BOARD, T O ISSUE BONDS OF
UP TO EUR 1,000,000,000, HAVING A TERM OF UP
TO 10 YEARS AND CONFERRING CONVERTIBLE AND/OR
OPTIONS RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 7 JUN 2010; SHAREHOLDERS SUBSCRIPTION
RIGHTS SHALL BE EXCLUDED FOR THE ISSUE OF BONDS
CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR
SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE
CAPITAL IF SUCH BONDS ARE ISSUED AT A PR ICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS, AND FOR THE GRANTING
OF SUCH RIGHTS TO OTHER BONDHOLDERS; THE COMPANY
S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 50,000,000 THROUGH THE IS SUE OF
UP TO 19,531,250 NEW NO-PAR SHARES, IN SO FAR
AS CONVERTIBLE AND/OR OPT ION RIGHTS ARE EXERCISED
CONTINGENT CAPITAL 2005
10. APPROVE THAT FROM THE 2005 FY ON, EACH MEMBER Management
OF THE SUPERVISORY BOARD SHALL R ECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 35,000 PLUS A VARIABLE
REMUNERATION OF EUR 300 PER EUR 0.01 DIVIDEND
PER SHARE IN EXCESS OF EUR 0.50, AND OF EUR 4
50 FOR EVERY 1% RETURN ON CAPITAL EMPLOYED IN
EXCESS OF 7%; THE CHAIRMAN OF TH E SUPERVISORY
BOARD SHALL RECEIVE THREE TIMES, THE DEPUTY CHAIRMAN
OF THE SUPE RVISORY BOARD AND EVERY MEMBER OF
THE PERMANENT COMMITTEE ONE AND A HALF TIMES
, THESE AMOUNTS AND AN ATTENDANCE FEE OF EUR
500 PER SUPERVISOR BOARD MEETING OR COMMITTEE
MEETING SHALL BE PAID AS WELL AND THE MEMBERS
OF THE AUDIT COMMIT TEE SHALL ALSO RECEIVE AN
ADDITIONAL REMUNERATION OF EUR 20,000 THE CHAIRMAN
EUR 40,000 AND AUTHORIZE THE COMPANY TO TAKE
OUT D+O INSURANCE FOR THE MEMBER S OF THE SUPERVISORY
BOARD AND AMEND THE ARTICLES OF ASSOCIATION
Vote Summary Report (Long)
07/01/04 to 06/30/05
Mytravel Group PLC (formerly Shares Voted Security
Airtours Plc) 37,248,431
Meeting Date 3/31/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Sub-Division of Each Issued Ordinary
Share of 10p into 1 Ordinary Share of 1p and 1
Deferred Share of 9p; Sub-Division of Each
Authorised but Unissued Share of 10p into 10
1 Ordinary Shares of 1p; and Adopt New Articles Mgmt For For
Approve Reduction in Share Capital by
Cancelling and Extinguishing all of the
2 Deferred Shares Mgmt For For
Approve Capitalisation of up to 58 Pence
Standing to the Share Premium Account and
Utilise Such Sum in Paying up in Full and
Issuing up to 29 Ordinary Shares and up to 29
One Percent Non-Voting Non-Cumulative
3 Preference Shares Mgmt For For
Approve Consolidation of Every 30 Issued and
Authorised but Unissued Ordinary Shares of One
Pence Each into One Ordinary Share of 30 Pence
4 Each Mgmt For For
Approve Consolidation of Every 30 Issued One
Percent Non-Voting Non-Cumulative Preference
Shares of One Pence Each into One 1 Percent
Non-Voting Non-Cumulative Preference Share of
5 30 Pence Each Mgmt For For
Mytravel Group PLC (formerly Shares Voted Security
Airtours Plc) 37,248,431
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Elect Michael Beckett as Director Mgmt For For
4 Elect Sam Weihagen as Director Mgmt For For
5 Re-elect Peter McHugh as Director Mgmt For For
6 Re-elect Sir Tom Farmer as Director Mgmt For For
Reappoint Deloitte & Touche LLP as Auditors and
Authorise the Board to Determine Their
7 Remuneration Mgmt For For
8 Adopt New Articles of Association Mgmt For For
Fortum Oyj (Formerly Neste Oy) Shares Voted 208,462 Security
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Matters Pertaining to the AGM as Stated in the
Company's Articles of Association (Items
1.1-1.11)
Receive Financial Statements and Statutory
1.1 Reports
1.2 Receive Auditors' Report
1.3 Receive Supervisory Board Report
Accept Financial Statements and Statutory
1.4 Reports Mgmt For For
Approve Allocation of Income and Dividends of
1.5 EUR 0.58 Per Share Mgmt For For
1.6 Approve Discharge of Board and President Mgmt For For
Approve Remuneration of Supervisory Board and
1.7 Auditors Mgmt For For
Fix Number of Members of Supervisory Board and
1.8 Auditors Mgmt For For
1.9 Elect Supervisory Board Mgmt For For
Reelect Peter Fagernas, Birgitta Kantola,
Birgitta Johansson-Hedberg, Lasse Kurkilahti,
and Erkki Virtanen as Directors; Elect Matti
1.1 Lehti and Marianne Lie as New Members Mgmt For For
1.11 Reelect PricewaterhouseCoopers Ltd as Auditors Mgmt For For
Approve Distribution of Neste Oil Corporation
2 Shares as Dividend Mgmt For For
3 Amend Articles 2,6,8,9,11,13, and 18 Mgmt For For
Approve Establishment of Fortumin Taidesaatio
4 Foundation; Approve Donation of Initial Capital Mgmt For For
Shareholder Proposals
5 Shareholder Proposal: Dissolve Supervisory Board ShrHoldr Against
Shareholder Proposal: Establish Nomination
6 Committee ShrHoldr Against
EFG Eurobank S.A. Shares Voted 0 Security
Meeting Date 4/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Financial Statements and Statutory
Reports For Fiscal Year Ended December 31,
1 2004; Approve Allocation of Income Mgmt For
Approve Stock Option Plan for Directors and
2 Employees Mgmt For
Approve Discharge Of Board and Auditors for
3 Fiscal Year Ended December 31, 2004 Mgmt For
Approve Auditors for Fiscal Year Ending Dec.
31, 2005 and Authorize Board to Fix Their
4 Remuneration Mgmt For
5 Approve Remuneration of Directors Mgmt For
6 Authorize Share Repurchase Program Mgmt For
Authorize Board and Managers of the Company to
Participate in Boards and Management of Similar
7 Companies Mgmt For
Ericsson (Telefonaktiebolaget L Shares Voted Security
M Ericsson) 654,257 W26049119
Meeting Date 4/6/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Elect Chairman of Meeting Mgmt For For
2 Prepare and Approve List of Shareholders Mgmt For For
3 Approve Agenda of Meeting Mgmt For For
4 Acknowledge Proper Convening of Meeting Mgmt For For
Designate Inspector or Shareholder
5 Representative(s) of Minutes of Meeting Mgmt For For
Receive Financial Statements and Statutory
6.1 Reports
6.2 Receive Board and Committee Reports
6.3 Receive President's Report; Allow Questions
6.4 Receive Presentation of Audit Work in 2004
Accept Financial Statements and Statutory
7.1 Reports Mgmt For For
7.2 Approve Discharge of Board and President Mgmt For For
Approve Allocation of Income and Dividends of
7.3 SEK 0.25 Per Share Mgmt For For
Determine Number of Members (9) and Deputy
8 Members (0) of Board Mgmt For For
Approve Remuneration of Directors in the Amount
of SEK 3 Million for Chairman and SEK 600,000
for Other Directors; Approve Remuneration of
9 Committee Members Mgmt For For
Reelect Michael Treschow, Arne Maartensson,
Marcus Wallenberg, Peter Bonfield, Sverker
Martin-Loef, Nancy McKinstry, Eckhard Pfeiffer,
and Carl-Henrik Svanberg as Directors; Election
10 Ulf Johansson as New Director Mgmt For For
11 Approve Remuneration of Auditors Mgmt For For
Elect Bjoern Svedberg, Bengt Belfrage, Christer
Elmehagen, Michael Treschow, and Curt
12 Kaellstroemer as Members of Nominating Committee Mgmt For For
Approve Implementation of 2005 Long-Term
13.1 Incentive Plan Mgmt For Against
Authorize Reissuance of 39.3 Million
Repurchased Class B Shares for 2005 Long-Term
13.2 Incentive Plan for Key Employees Mgmt For Against
Authorize Reissuance of 60 Million Repurchased
Class B Shares in Connection with 2001 Global
Stock Incentive Program, 2003 Stock Purchase
14 Plan, and 2004 Long-Term Incentive Plan Mgmt For For
15 Close Meeting
Clariant Shares Voted 0 Security H14843165
Meeting Date 4/7/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For
Approve Allocation of Income and Omission of
2 Dividends Mgmt For
3 Approve Discharge of Board and Senior Management Mgmt For
Approve CHF 57.5 Million Reduction in Share
Capital via Reduction of Par Value and
4 Repayment of CHF 0.25 to Shareholders Mgmt For
Amend Articles to Remove 49-percent Threshold
5 for Mandatory Takeover Bid Mgmt For
6.1 Reelect Robert Raeber as Director Mgmt For
6.2 Reelect Dieter Seebach as Director Mgmt For
6.3 Elect Klaus Jenny as Director Mgmt For
7 Ratify PricewaterhouseCoopers AG as Auditors Mgmt For
Sampo Oyj (Formerly Shares Voted Security
Sampo-Leonia Insurance Co. 536,322 X75653109
Meeting Date 4/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Matters Pertaining to the AGM as Stated in the
Company's Articles of Association (Items
1.1-1.9)
Receive Financial Statements and Statutory
1.1 Reports
1.2 Receive Auditors' Report
Accept Financial Statements and Statutory
1.3 Reports Mgmt For For
Approve Allocation of Income and Dividends of
1.4 EUR 0.20 Per Share Mgmt For For
1.5 Approve Discharge of Board and President Mgmt For For
Fix Number of Directors at 8; Approve Their
1.6 Remuneration Mgmt For For
Fix Numer of Auditors at 1; Approve Their
1.7 Remuneration Mgmt For For
Reelect Tom Berglund, Anne Brunila, Georg
Ehrnrooth, Jyrki Juusela, Olli-Pekka Kallasvuo,
Christoffer Taxell, Matti Vuoria, and Bjoern
1.8 Wahlroos as Directors Mgmt For For
1.9 Elect Ernst & Young as Auditors Mgmt For For
Authorize Repurchase of Up to Five Percent of
2 Series A Shares Mgmt For For
Amend Articles Re: Change Domicile from Turku
to Helsinki; Remove Mandatory Retirement Age;
Remove Requirement That Meeting Notice Be
3 Published in at Least One Newspaper in Turku Mgmt For For
Investor AB Shares Voted 464,437 Security W48102128
Meeting Date 4/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Elect Chairman of Meeting Mgmt For For
2 Prepare and Approve List of Shareholders Mgmt For For
3 Approve Agenda of Meeting Mgmt For For
Designate Inspector or Shareholder
4 Representative(s) of Minutes of Meeting Mgmt For For
5 Acknowledge Proper Convening of Meeting Mgmt For For
Receive Financial Statements and Statutory
6 Reports
7 Receive President's Report
8 Receive Board Committee Reports
Accept Financial Statements and Statutory
9 Reports Mgmt For For
10 Approve Discharge of Board and President Mgmt For For
Approve Allocation of Income and Dividends of
11 SEK 2.25 Per Share Mgmt For For
Determine Number of Members (9) and Deputy
12 Members (0) of Board Mgmt For For
Approve Remuneration of Directors in the
Aggregate Amount of SEK 5.1 Million; Approve
13 Remuneration of Auditors Mgmt For For
Reelect Sune Carlsson, Sirkka Haemaelaeinen,
Ulla Litzen, Haakan Mogren, Anders Scharp,
Griffith Sexton, Bjoern Svedberg, Jacob
14 Wallenberg, and Marcus Wallenberg as Directors Mgmt For For
Authorize Repurchase of Up to Ten Percent of
Issued Share Capital and Reissuance of
15 Repurchased Shares Mgmt For For
Approve Remuneration Policy And Other Terms of
16.1 Employment For Executive Management Mgmt For For
Approve Allocation of 1.4 Million Stock Options
to All Employees (Excluding Certain
Executives); Approve Allocation of 200,000
Stock Options and 60,000 Shares (Restricted
16.2 Stock) to Certain Executives Mgmt For Against
Authorize Chairman of Board and Representatives
of Four of Company's Largest Shareholders to
17 Serve on Nominating Committee Mgmt For For
18 Close Meeting
Volvo Ab Shares Voted 43,950 Security 928856301
Meeting Date 4/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
2 Elect Claes Beyer as Chairman of Meeting Mgmt For For
3 Prepare and Approve List of Shareholders Mgmt For For
4 Approve Agenda of Meeting Mgmt For For
Designate Inspector or Shareholder
5 Representative(s) of Minutes of Meeting Mgmt For For
6 Acknowledge Proper Convening of Meeting Mgmt For For
7 Receive Board and Committee Reports
Receive Financial Statements and Statutory
8 Reports; Receive President's Report
Accept Financial Statements and Statutory
9 Reports Mgmt For For
Approve Allocation of Income and Dividends of
10 SEK 12.50 Per Share Mgmt For For
11 Approve Discharge of Board and President Mgmt For For
Determine Number of Members (8) and Deputy
12 Members (0) of Board Mgmt For For
Approve Remuneration of Directors in the
13 Aggregate Amount of SEK 4.8 Million Mgmt For For
Reelect Per-Olof Eriksson, Patrick Faure,
Haruko Fukuda, Tom Hedelius, Leif Johansson,
Finn Johnsson (Chairman), Louis Schweitzer, and
14 Ken Whipple as Directors Mgmt For For
Adopt Revised Instructions for Nominating
Committee; Elect Finn Johnsson, Lars Idermark,
Marianne Nilsson, Curt Kaellstroemer, and
Thierry Moulonguet as Members of Nominating
15 Committee Mgmt For For
Shareholder Proposals
Shareholder Proposal: Provide All Shares with
16.1 Equal Voting Rights ShrHoldr For
Shareholder Proposal: Allow Voluntary
16.2 Conversion of Class A Shares into Class B Shares ShrHoldr For
Board Proposals
Authorize Repurchase of Up to Ten Percent of
Issued Share Capital and Reissuance of
17 Repurchased Shares Mgmt For For
Approve SEK 95 Million Reduction in Share
18.1 Capital via Share Cancellation Mgmt For For
Authorize a New Class of Common Stock (Class C
18.2 Shares) to Facilitate Reduction in Share Capital Mgmt For For
Approve Creation of SEK 95 Million Pool of
Conditional Capital via Issuance of Class C
18.3 Shares to Facilitate Reduction in Share Capital Mgmt For For
Approve SEK 95 Million Reduction in Share
18.4 Capital via Cancellation of Class C Shares Mgmt For For
Authorize CEO to Make Editorial Changes to
Adopted Resolutions in Connection with
18.5 Registration with Swedish Authorities Mgmt For For
19.1 Approve Incentive Plan for Key Employees Mgmt For Against
Approve Reissuance of 185,000 Repurchased Class
19.2 B Shares for Incentive Plan (Item 19.1) Mgmt For Against
Schering AG Shares Voted 0 Security D67334108
Meeting Date 4/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports for Fiscal Year 2004
Approve Allocation of Income and Dividends of
2 EUR 1.00 per Dividend-Bearing Share Mgmt For
Approve Discharge of Management Board for
3 Fiscal Year 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal Year 2004 Mgmt For
Ratify BDO Deutsche Warentreuhand AG as
5 Auditors for Fiscal Year 2005 Mgmt For
Amend Articles Re: Supervisory Board
6 Remuneration Scheme Mgmt For
Amend Articles Re: Calling of and Registration
for Shareholder Meetings due to Proposed
Changes in German Law (Company Integrity and
Modernization of Shareholder Lawsuits
7 Regulation) Mgmt For
Authorize Share Repurchase Program and
8 Reissuance of Repurchased Shares Mgmt For
Approve Control and Profit and Loss Transfer
9 Agreement with a Subsidiary (Scheradmin 01 GmbH) Mgmt For
Approve Transformation of Profit and Loss
Transfer Agreements into Control and Profit and
10 Loss Transfer Agreements Mgmt For
BP plc Shares Voted 1,221,920 Security G12793181
Meeting Date 4/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Re-elect David Allen as Director Mgmt For For
2 Re-elect Lord Browne of Madingley as Director Mgmt For For
3 Re-elect John Bryan as Director Mgmt For For
4 Re-elect Antony Burgmans as Director Mgmt For For
5 Elect Iain Conn as Director Mgmt For For
6 Re-elect Erroll Davis, Jr. as Director Mgmt For For
7 Elect Douglas Flint as Director Mgmt For For
8 Re-elect Byron Grote as Director Mgmt For For
9 Re-elect Tony Hayward as Director Mgmt For For
10 Re-elect DeAnne Julius as Director Mgmt For For
11 Elect Sir Tom McKillop as Director Mgmt For For
12 Re-elect John Manzoni as Director Mgmt For For
13 Re-elect Walter Massey as Director Mgmt For For
14 Re-elect Michael Miles as Director Mgmt For For
15 Re-elect Sir Ian Prosser as Director Mgmt For For
16 Re-elect Michael Wilson as Director Mgmt For For
17 Re-elect Peter Sutherland as Director Mgmt For For
Reappoint Ernst & Young LLP as Auditors and
Authorise the Board to Determine Their
18 Remuneration Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
19 Aggregate Nominal Amount of USD 1,770 Million Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
20 Aggregate Nominal Amount of USD 256 Million Mgmt For For
Authorise 2.1 Billion Ordinary Shares for
21 Market Purchase Mgmt For For
22 Approve Remuneration Report Mgmt For For
23 Approve Share Incentive Plan Mgmt For For
Accept Financial Statements and Statutory
24 Reports Mgmt For For
Rio Tinto Plc (Formerly Rtz Shares Voted Security
Corp. Plc) 265,759 G75754104
Meeting Date 4/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
1 Aggregate Nominal Amount of GBP 34,350,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
2 Aggregate Nominal Amount of GBP 6,900,000 Mgmt For For
Authorise 106,800,000 Ordinary Shares of Rio
Tinto Plc for Market Purchase by Rio Tinto Plc,
Rio Tinto Ltd. and any Subsidiaries of Rio
3 Tinto Ltd. Mgmt For For
Authorise Buy-Backs of Rio Tinto Ltd. Ordinary
Shares, Under Off-Market Buy-Back Tender
4 Schemes, by Rio Tinto Ltd. Mgmt For For
5 Amend Articles of Association Mgmt For For
6 Amend DLC Merger Sharing Agreement Mgmt For For
Approve Rio Tinto Share Savings Plan for
7 Employees in France Mgmt For For
8 Elect Richard Goodmanson as Director Mgmt For For
9 Elect Ashton Calvert as Director Mgmt For For
10 Elect Vivienne Cox as Director Mgmt For For
11 Re-elect Paul Skinner as Director Mgmt For For
Reappoint PricewaterhouseCoopers LLP as
Auditors and Authorise the Board to Determine
12 Their Remuneration Mgmt For For
13 Approve Remuneration Report Mgmt For For
Accept Financial Statements and Statutory
14 Reports Mgmt For For
A.P. MOELLER - MAERSK Shares Voted 0 Security K0514G101
Meeting Date 4/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Report of Board
Accept Financial Statements and Statutory
2 Reports Mgmt For
3 Approve Discharge of Board Mgmt For
4 Approve Allocation of Income and Dividends Mgmt For
Reelect Michael Rasmussen, Leise Moeller,
Svend-Aage Nielsen, Jess Soederberg, and Jan
Toepholm as Directors; Elect Nils Andersen as
5 New Director Mgmt For
Ratify KPMG C. Jespersen and Grothen &
6 Perregaard as Auditors Mgmt For
Authorize Repurchase of Up to Ten Percent of
7 Issued Share Capital Mgmt For
EFG Eurobank S.A. Shares Voted 0 Security X1898P101
Meeting Date 4/18/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Stock Option Plan for Directors and
Employees of the Company and Company
1 Subsidiaries Mgmt For
Skf Ab Shares Voted 111,530 Security W84237143
Meeting Date 4/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
2 Elect Chairman of Meeting Mgmt For For
3 Prepare and Approve List of Shareholders Mgmt For For
4 Approve Agenda of Meeting Mgmt For For
Designate Inspector or Shareholder
5 Representative(s) of Minutes of Meeting Mgmt For For
6 Acknowledge Proper Convening of Meeting Mgmt For For
Receive Financial Statements and Statutory
Reports; Receive Committee Reports; Receive
Information about Remuneration Policy for
7 Company Management
8 Receive President's Report
Accept Financial Statements and Statutory
9 Reports Mgmt For For
Approve Allocation of Income and Dividends of
10 SEK 12 Per Share Mgmt For For
11 Approve Discharge of Board and President Mgmt For For
Determine Number of Members (8) and Deputy
12 Members (0) of Board Mgmt For For
Approve Remuneration of Directors in the
Aggregate Amount of SEK 2.4 Million; Authorize
Directors to Receive Cash Value Equivalent of
Market Value of 300 Class B Shares Each (800
For Chairman); Approve Remuneration of SEK
13 300,000 for Committee Work Mgmt For For
Reelect Anders Scharp, Soeren Gyll, Vito
Baumgartner, Ulla Litzen, Clas Aake Hedstroem,
Tom Johnstone, and Winnie Kin Wah Fok as
14 Directors; Elect Leif Oestling as New Director Mgmt For For
Determine Number of Auditors (1) and Deputy
15 Auditors (0) Mgmt For For
16 Approve Remuneration of Auditors Mgmt For For
17 Ratify KPMG as Auditor Mgmt For For
Amend Articles Re: Decrease Par value from SEK
12.50 to SEK 2.50; Set Range for Minimum (SEK
1.1 Billion) and Maximum (SEK 4.4 Billion)
Issued Share Capital; Authorize a New Share
18.1 Class (Class C Shares) Mgmt For For
Approve SEK 284.6 Million Reduction in Share
Capital via Share Cancellation and Repayment to
18.2 Shareholders (SEK 25 Per Share) Mgmt For For
Approve Creation of SEK 284.6 Million Pool of
Conditional Capital via Issuance of Class C
Shares to Facilitate Reduction in Share Capital
18.3 (Item 18.2) Mgmt For For
Approve SEK 284.6 Million Reduction in Share
Capital via Cancellation of Class C Shares and
18.4 Repayment to Shareholders Mgmt For For
Authorize Chairman of Board and Representatives
of Four of Company's Largest Shareholders to
19 Serve on Nominating Committee Mgmt For For
Royal Bank Of Scotland Group Shares Voted Security
Plc (The) 435,510 G76891111
Meeting Date 4/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Approve Final Dividend of 41.2 Pence Per Share Mgmt For For
4 Re-elect Jim Currie as Director Mgmt For For
5 Re-elect Sir Fred Goodwin as Director Mgmt For For
6 Re-elect Sir Steve Robson as Director Mgmt For For
7 Elect Archie Hunter as Director Mgmt For For
8 Elect Charles Koch as Director Mgmt For For
9 Elect Joe MacHale as Director Mgmt For For
Reappoint Deloitte & Touche LLP as Auditors of
10 the Company Mgmt For For
Authorise Board to Fix Remuneration of the
11 Auditors Mgmt For For
Approve Increase in Authorised Share Capital;
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 264,579,936 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
13 Aggregate Nominal Amount of GBP 39,686,990 Mgmt For For
14 Authorise 317,495,924 Shares for Market Purchase Mgmt For For
Approve 71 M Category II Non-Cumulative US$
Pref. Shares; Allot the Newly Created and 179.5
M Unissued Category II Non-Cumulative US$ Pref.
Shares, the 64.75 M Unissued Non-Cumulative
Euro Pref. Shares and 300 M Unissued
15 Non-Cumulative GBP Pref. Shares Mgmt For For
Approve Citizens Financial Group, Inc. Long
16 Term Incentive Plan Mgmt For For
Axa (Formerly Axa-Uap) Shares Voted 0 Security F06106102
Meeting Date 4/20/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Financial Statements and Statutory
1 Reports Mgmt For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For
Approve Allocation of Income and Dividends of
3 EUR 0.61 per Share Mgmt For
Approve Accounting Transfer from Special
Long-Term Capital Gains Account to Ordinary
4 Reserve Mgmt For
Approve Special Auditors' Report Regarding
5 Related-Party Transactions Mgmt For
Confirm Resignation and Non-Reelection of
6 Thierry Breton as Supervisory Board Member Mgmt For
Reelect Anthony Hamilton as Supervisory Board
7 Member Mgmt For
Reelect Henri Lachmann as Supervisory Board
8 Member Mgmt For
Reelect Michel Pebereau as Supervisory Board
9 Member Mgmt For
Ratify Appointment of Leo Apotheker as
10 Supervisory Board Member Mgmt For
Elect Jacques de Chateauvieux as Supervisory
11 Board Member Mgmt For
Elect Dominique Reiniche as Supervisory Board
12 Member Mgmt For
Approve Remuneration of Directors in the
13 Aggregate Amount of EUR 1 Million Mgmt For
Authorize Repurchase of Up to Ten Percent of
14 Issued Share Capital Mgmt For
Special Business
Authorize Capitalization of Reserves of Up to
EUR 1 Billion for Bonus Issue or Increase in
15 Par Value Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to
16 Aggregate Nominal Amount of EUR 1.5 Billion Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
17 Aggregate Nominal Amount of EUR 1 Billion Mgmt For
Authorize Management Board to Set Issue Price
for Ten Percent of Issued Capital Pursuant to
18 Issue Authority without Preemptive Rights Mgmt For
Authorize Board to Increase Capital in the
Event of Demand Exceeding Amounts Submitted to
19 Shareholder Vote Above Mgmt For
Authorize Capital Increase of Up to EUR 1
20 Billion for Future Exchange Offers Mgmt For
Authorize Capital Increase of Up to Ten Percent
21 of Issued Capital for Future Exchange Offers Mgmt For
Authorize Issuance of Equity Upon Conversion of
22 a Subsidiary's Equity-Linked Securities Mgmt For
Approve Issuance of Securities Convertible into
23 Debt Mgmt For
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
24 Plan Mgmt For
Authorize Up to 0.5 Percent of Issued Capital
25 for Use in Restricted Stock Plan Mgmt For
26 Approve Stock Option Plan Grants Mgmt For
Approve Reduction in Share Capital via
27 Cancellation of Repurchased Shares Mgmt For
Amend Articles of Association Re: Definition of
28 Related-Party Transactions Mgmt For
Amend Articles Re: Stock Option and Restricted
29 Stock Plans Mgmt For
Authorize Filing of Required Documents/Other
30 Formalities Mgmt For
UBS AG Shares Voted 0 Security H8920M855
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For
Approve Allocation of Income and Dividends of
2 CHF 3.00 per Share Mgmt For
3 Approve Discharge of Board and Senior Management Mgmt For
4.1.1 Reelect Marcel Ospel as Director Mgmt For
4.1.2 Reelect Lawrence Weinbach as Director Mgmt For
4.2.1 Elect Marco Suter as Director Mgmt For
4.2.2 Elect Peter Voser as Director Mgmt For
4.3 Ratify Ernst & Young Ltd. as Auditors Mgmt For
Approve CHF 31.9 Million Reduction in Share
5.1 Capital via Cancellation of Repurchased Shares Mgmt For
5.2 Authorize Repurchase of Issued Share Capital Mgmt For
Reuters Group Plc (Formerly Shares Voted Security
Reuters Holdings Plc) 1,044,320 G7540P109
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Approve Final Dividend of 6.15 Pence Per Share Mgmt For For
4 Elect Kenneth Olisa as Director Mgmt For For
5 Elect Lawton Fitt as Director Mgmt For For
6 Elect Penelope Hughes as Director Mgmt For For
7 Re-elect Thomas Glocer as Director Mgmt For For
8 Re-elect David Grigson as Director Mgmt For For
9 Re-elect Devin Wenig as Director Mgmt For For
10 Re-elect Niall FitzGerald as Director Mgmt For For
11 Re-elect Ian Strachan as Director Mgmt For Against
12 Re-elect Richard Olver as Director Mgmt For For
13 Re-elect Edward Kozel as Director Mgmt For For
14 Re-elect Charles Sinclair as Director Mgmt For Against
Reappoint PricewaterhouseCoopers LLP as
15 Auditors of the Company Mgmt For For
Authorise Board to Fix Remuneration of the
16 Auditors Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
17 Aggregate Nominal Amount of GBP 108,000,000 Mgmt For For
Approve Renewal of Directors' Authority to
Grant Options Under the Reuters Group PLC
18 International SAYE Share Option Plan 1997 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
19 Aggregate Nominal Amount of GBP 17,000,000 Mgmt For For
20 Authorise 143,540,000 Shares for Market Purchase Mgmt For For
DNB NOR ASA(frmly DNB Holding Shares Voted Security
ASA (Formerly Den Norske Bank 0 R1812S105
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Relect Andersen, Froestrup, Johannson, Larre,
Leroey, Mohn, Roarsen, and Schilbred as Members
of Supervisory Board; Elect Graendsen and
Toemeraas as New Members of Supervisory Board;
1 Elect 20 Deputy Members of Supervisory Board Mgmt For
Elect Helge Andresen, Frode Hassel, Kristin
Normann, and Thorstein Oeverland as Members of
Control Committee; Elect Svein Brustad and
Anita Roarsen as Deputy Members of Control
2 Committee Mgmt For
Elect Per Moeller and Benedicte Schilbred as
3 Members of Nominating Committee Mgmt For
Approve Financial Statements and Statutory
Reports; Approve Allocation of Income and
4 Dividends of NOK 2.55 Per Share Mgmt For
Approve Remuneration of Auditors in the Amount
5 of NOK 450,000 for 2004 Mgmt For
Authorize Repurchase of Up to Ten Percent of
6 Issued Share Capital Mgmt For
Amend Articles Re: Editorial Changes; Establish
7 Term of Board of Directors (One Year) Mgmt For
Establish Work Description for Nominating
8 Committee Mgmt For
9 Receive Company Report on Corporate Governance
ING Groep NV Shares Voted 0 Security N4578E413
Meeting Date 4/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
Receive Reports of Executive and Supervisory
2a Boards
Discussion on Profit Retention and Distribution
2b Policy
Approve Financial Statements and Statutory
3a Reports Mgmt For
Approve Allocation of Income and Total
3b Dividends of EUR 1.07 Per Share Mgmt For
4a Approve Discharge of Executive Board Mgmt For
4b Approve Discharge of Supervisory Board Mgmt For
Discuss and Approve Implementation of Dutch
5a Corporate Governance Code by Company Mgmt For
5b Discuss Executive Board Profile
5c Discuss Supervisory Board Profile
Reelect Luella Gross Goldberg to Supervisory
6a Board Mgmt For
Reelect Godfried van der Lugt to Supervisory
6b Board Mgmt For
6c Elect Jan Hommen to Supervisory Board Mgmt For
6d Elect Christine Lagarde to Supervisory Board Mgmt For
Approve Stock Option and Incentive Stock Grants
7 for Members of Executive Board Mgmt For
Grant Board Authority to Issue 220 Million
Ordinary Shares Restricting/Excluding
Preemptive Rights (Plus 220 Million Ordinary
8a Shares in Connection with Merger) Mgmt For
Grant Board Authority to Issue 10 Million
Preference B Shares in Connection with
8b Conversion of ING Perpetuals III Mgmt For
Authorize Repurchase of Up to Ten Percent of
9 Issued Share Capital Mgmt For
10 Other Business (Non-Voting)
Syngenta AG Shares Voted 0 Security H84140112
Meeting Date 4/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For
2 Approve Discharge of Board and Senior Management Mgmt For
Approve Allocation of Income and Omission of
3 Dividends Mgmt For
Approve CHF 51.4 Million Reduction in Share
4 Capital via Cancellation of Repurchased Shares Mgmt For
Approve CHF 287.1 Million Reduction in Share
Capital via Repayment of CHF 2.70 Nominal Value
5 to Shareholders Mgmt For
6.1 Reelect Martin Taylor as Director Mgmt For
6.2 Reelect Peter Thompson as Director Mgmt For
6.3 Reelect Rolf Watter as Director Mgmt For
6.4 Reelect Felix Weber as Director Mgmt For
6.5 Elect Jacques Vincent as Director Mgmt For
7 Ratify Ernst & Young AG as Auditors Mgmt For
E.ON AG (formerly Veba Ag) Shares Voted 0 Security D24909109
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
2 EUR 2.35 per Share Mgmt For
Approve Discharge of Management Board for
3 Fiscal Year 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal Year 2004 Mgmt For
Approve Creation of EUR 540 Million Pool of
5 Conditional Capital with Preemptive Rights Mgmt For
Authorize Share Repurchase Program and
6 Reissuance of Repurchased Shares Mgmt For
7 Approve Affiliation Agreements with Subsidiaries Mgmt For
Amend Articles Re: Changes to the Remuneration
8 of the Supervisory Board Members Mgmt For
Amend Articles Re: Calling of and Registration
for Shareholder Meetings due to Proposed
Changes in German Law (Company Integrity and
Modernization of Shareholder Lawsuits
9 Regulation) Mgmt For
10 Ratify PwC Deutsche Revision AG as Auditors Mgmt For
Swedish Match Ab Shares Voted 0 Security W92277115
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Elect Chairman of Meeting Mgmt For
2 Prepare and Approve List of Shareholders Mgmt For
Designate Inspector or Shareholder
3 Representative(s) of Minutes of Meeting Mgmt For
4 Acknowledge Proper Convening of Meeting Mgmt For
5 Approve Agenda of Meeting Mgmt For
Receive Financial Statements and Statutory
Reports; Receive President's, Board, and
6 Committee Reports
Accept Financial Statements and Statutory
7 Reports Mgmt For
Approve Allocation of Income and Dividends of
8 SEK 1.90 Per Share Mgmt For
9 Approve Stock Option Plan for Key Employees Mgmt For
Amend Articles Re: Set Range for Minimum (SEK
300 Million) and Maximum (SEK 1.2 Billion)
10 Issued Share Capital Mgmt For
Authorize Repurchase of Up to Ten Percent of
11 Issued Share Capital Mgmt For
Approve Reissuance of 907,408 Repurchased
12 Shares for 1999-2004 Stock Option Plans Mgmt For
Approve SEK 28.8 Million Reduction in Share
13 Capital via Share Cancellation Mgmt For
Approve Reduction in Share Capital via Lowering
14 of Par Value from SEK 2.40 to SEK 1.20 Mgmt For
Approve SEK 114 Million Transfer of Reserves to
15 Unrestricted Shareholders' Equity Mgmt For
16 Approve Discharge of Board and President Mgmt For
Determine Number of Members (8) and Deputy
17 Members (0) of Board Mgmt For
Approve Remuneration of Directors in the Amount
of SEK 750,000 for Chairman and SEK 300,000 for
Other Directors; Approve Remuneration for
Committee Work in the Aggregate Amount of SEK
18 400,000 Mgmt For
Reelect Bernt Magnusson, Jan Blomberg, Tuve
Johannesson, Arne Jurbrant, Karsten Slotte, and
Meg Tiveus as Directors; Elect Sven Hindrikes
19 and Kersti Strandqvist as New Directors Mgmt For
Approve Amendment of Instructions for
20 Nomination Committee Mgmt For
Elect Joachim Spetz, Marianne Nilsson, Carl
Rosen, Pernilla Klein, and Bernt Magnusson as
21 Members of Nominating Committee Mgmt For
Amend Articles Re: Stipulate that General
Meeting Approves Remuneration of Chairman,
Other Directors, and Committee Members,
Respectively; Stipulate that Board Chairman Be
22 Elected By General Meeting Mgmt For
23 Other Business (Non-Voting)
Beni Stabili Shares Voted 0 Security T19807139
Meeting Date 4/27/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Financial Statements, Statutory
1 Reports, and Allocation of Income Mgmt For
Elect External Auditors for the Three-Year Term
2 2005-2007; Fix Auditors' Remuneration Mgmt For
3 Elect One Director Mgmt For
Special Business
Approve Capital Increase in the Nominal Amount
of Between EUr 170.2 Million and EUR 173.7
Million Through the Issuance of Shares Pursuant
to Share Option Scheme Reserved to Group
1 Executive Directors and Employees Mgmt For
Vivendi Universal SA (Formerly Shares Voted Security
Vivendi) 0 F7063C114
Meeting Date 4/28/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Financial Statements and Statutory
1 Reports Mgmt For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For
Approve Special Auditors' Report Regarding
3 Related-Party Transactions Mgmt For
Approve Allocation of Income and Dividends of
4 EUR 0.60 per Share Mgmt For
Special Business
5 Adopt Two-Tiered Board Structure Mgmt For
6 Adopt New Articles of Asscociation Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to
7 Aggregate Nominal Amount of EUR 1 Billion Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
8 Aggregate Nominal Amount of EUR 500 Million Mgmt For
Authorize Board to Increase Capital in the
Event of Demand Exceeding Amounts Proposed in
9 Issuance Authority Above Mgmt For
Authorize Capitalization of Reserves of Up to
EUR 500 Million for Bonus Issue or Increase in
10 Par Value Mgmt For
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
11 Plan Mgmt For
12 Approve Stock Option Plan Grants Mgmt For
Authorize Up to 0.5 Percent of Issued Capital
13 for Use in Restricted Stock Plan Mgmt For
Approve Reduction in Share Capital via
14 Cancellation of Repurchased Shares Mgmt For
Ordinary Business
Elect Jean-Rene Fourtou as Supervisory Board
15 Member Mgmt For
16 Elect Claude Bebear as Supervisory Board Member Mgmt For
17 Elect Gerard Bremond as Supervisory Board Member Mgmt For
18 Elect Fernando Falco as Supervisory Board Member Mgmt For
19 Elect Paul Fribourg as Supervisory Board Member Mgmt For
Elect Gabriel Hawawini as Supervisory Board
20 Member Mgmt For
21 Elect Henri Lachmann as Supervisory Board Member Mgmt For
Elect Pierre Rodocanachi as Supervisory Board
22 Member Mgmt For
Elect Karel Van Miert as Supervisory Board
23 Member Mgmt For
24 Elect Sarah Frank as Supervisory Board Member Mgmt For
25 Elect Patrick Kron as Supervisory Board Member Mgmt For
Elect Andrzej Olechowski as Supervisory Board
26 Member Mgmt For
Approve Remuneration of Directors in the
27 Aggregate Amount of EUR 1.2 Million Mgmt For
28 Ratify Salustro-Reydel as Auditor Mgmt For
Ratify Jean-Claude Reydel as Alternate Auditor
29 to Replace Hubert Luneau Mgmt For
Authorize Repurchase of Up to Ten Percent of
30 Issued Share Capital Mgmt For
Authorize Filing of Required Documents/Other
31 Formalities Mgmt For
Amend Articles of Association Re: Voting Right
32-6A Limitations For
Vinci (Formerly Societe Shares Voted Security
Generale d'Entreprises) 0 F5879X108
Meeting Date 4/28/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Accept Consolidated Financial Statements and
1 Statutory Reports Mgmt For
Approve Financial Statements and Discharge
2 Directors Mgmt For
Approve Allocation of Income and Dividends of
3 EUR 1.2 per Share Mgmt For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For
5 Reelect Patrick Faure as Director Mgmt For
6 Reelect Bernard Huvelin as Director Mgmt For
Confirm Name Change of Auditor to Deloitte &
7 Associes Mgmt For
Authorize Repurchase of Up to Ten Percent of
8 Issued Share Capital Mgmt For
Special Business
Approve Reduction in Share Capital via
9 Cancellation of Repurchased Shares Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to
10 Aggregate Nominal Amount of EUR 400 Million Mgmt For
Authorize Issuance of Convertible Bonds with
11 Preemptive Rights Mgmt For
Authorize Issuance of Convertible Bonds without
12 Preemptive Rights Mgmt For
Authorize Board to Increase Capital in the
Event of Demand Exceeding Amounts Proposed in
13 Issuance Authorities Mgmt For
Authorize Capital Increase of Up to Ten Percent
14 for Future Acquisitions Mgmt For
15 Approve Stock Option Plan Grants Mgmt For
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
16 Plan Mgmt For
Approve Capital Increase Reserved for Employees
of Vinci International Subsidiaries
Participating in Savings-Related Share Purchase
17 Plan Mgmt For
Authorize up to Ten Percent of Issued Capital
18 for Use in Restricted Stock Plan Mgmt For
Approve 2-for-1 Stock Split and Reduce Par
Value from EUR 10 to EUR 5; Amend Articles 6
19 and 11 Accordingly Mgmt For
Authorize Issuance of Securities Convertible
20 into Debt Mgmt For
Amend Article 11 to Reduce Board Term From Six
21 to Four Years Mgmt For
Authorize Filing of Required Documents/Other
22 Formalities Mgmt For
Astrazeneca Plc (Formerly Shares Voted Security
Zeneca Plc) 68,570 G0593M107
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For For
Confirm First Interim Dividend of USD 0.295 Per
Share and Confirm as Final Dividend the Second
2 Interim Dividend of USD 0.645 Per Share Mgmt For For
Reappoint KPMG Audit Plc as Auditors of the
3 Company Mgmt For For
Authorise Board to Fix Remuneration of the
4 Auditors Mgmt For For
5a Re-elect Louis Schweitzer as Director Mgmt For For
5b Re-elect Hakan Mogren as Director Mgmt For For
5c Re-elect Sir Tom McKillop as Director Mgmt For For
5d Re-elect Jonathan Symonds as Director Mgmt For For
5e Elect John Patterson as Director Mgmt For For
5f Elect David Brennan as Director Mgmt For For
5g Re-elect Sir Peter Bonfield as Director Mgmt For For
5h Re-elect John Buchanan as Director Mgmt For For
5i Re-elect Jane Henney as Director Mgmt For For
5j Re-elect Michele Hooper as Director Mgmt For For
5k Re-elect Joe Jimenez as Director Mgmt For For
5l Re-elect Erna Moller as Director Mgmt For For
5m Re-elect Dame Bridget Ogilvie as Director Mgmt For For
5n Re-elect Marcus Wallenberg as Director Mgmt For Against
6 Approve Remuneration Report Mgmt For For
7 Approve AstraZeneca Performance Share Plan Mgmt For For
Approve EU Political Donations and EU Political
8 Expenditure up to USD 150,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
9 Aggregate Nominal Amount of USD 136,488,521 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
10 Aggregate Nominal Amount of USD 20,473,278 Mgmt For For
Authorise up to Ten Percent of the Issued Share
11 Capital for Market Purchase Mgmt For For
Assicurazioni Generali Spa Shares Voted 0 Security T05040109
Meeting Date 4/28/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Accept Financial Statements and Statutory
1 Reports Mgmt For
Appoint Internal Statutory Auditors and its
2 Chairman; Approve Remuneration of Auditors Mgmt For
Special Business
Approve Issuance of Shares Pursuant to Share
Option Scheme in Favor of Chairman and co-CEOs;
Approve Issuance of Shares Pursuant to Share
3 Option Scheme in Favor of Company Employees Mgmt For
Amend Article 20.1 of the Bylaws Re: Power to
4 Issue Non-Convertible Bonds Mgmt For
Astaldi SPA Shares Voted 0 Security T0538F106
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements and Statutory
1 Reports Mgmt For
Elect External Auditors for the Three-Year Term
2 2005-2007; Fix Auditors' Remuneration Mgmt For
Schibsted ASA Shares Voted 0 Security R75677105
Meeting Date 5/2/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Elect Chairman of Meeting Mgmt For
2 Approve Notice of Meeting and Agenda Mgmt For
Designate Inspector or Shareholder
3 Representative(s) of Minutes of Meeting Mgmt For
Accept Financial Statements and Statutory
4 Reports Mgmt For
Approve Allocation of Income and Dividends of
5 NOK 3.25 Per Share Mgmt For
Approve Remuneration of Auditors in the Amount
6 of NOK 708,000 Mgmt For
Authorize Repurchase of Up to Ten Percent of
7 Issued Share Capital Mgmt For
8 Receive Report of Nominating Committee
Approve Amendment of Articles to Declassify
9 Board of Directors Mgmt For
Reelect Grete Faremo, Monica Caneman, and
Alexandra Gjoerv as Directors; Elect Christian
Ringnes as New Director; Elect Karl-Christian
10 Agerup and John Rein as Deputy Members Mgmt For
Approve Remuneration of Directors in Amount of
NOK 550,000 for Chairman, NOK 150,000 for
Domestic-Residing Board Members, and NOK
225,000 for International-Residing Board
Members; Approve Remuneration of Deputy Members
11 of Board and Compensation Committee Mgmt For
Elect Rune Selmar as Deputy Member of
12 Nominating Committee Mgmt For
Approve Remuneration of Nominating Committee in
the Amount of NOK 50,000 for Chairman, and NOK
13 30,000 for Other Members Mgmt For
Alliance & Leicester PLC Shares Voted 72,538 Security G0178P103
Meeting Date 5/3/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For For
Approve Final Dividend of 32.6 Pence Per
2 Ordinary Share Mgmt For For
3 Re-elect John Windeler as Director Mgmt For For
4 Re-elect Michael Allen as Director Mgmt For For
5 Re-elect Peter Barton as Director Mgmt For For
6 Re-elect Chris Rhodes as Director Mgmt For For
7 Elect Margaret Salmon as Director Mgmt For For
Reappoint Deloitte & Touche LLP as Auditors and
Authorise the Board to Determine Their
8 Remuneration Mgmt For For
9 Approve Remuneration Report Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
10 Aggregate Nominal Amount of GBP 74,400,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
11 Aggregate Nominal Amount of GBP 11,150,000 Mgmt For For
Authorise 44,600,000 Ordinary Shares for Market
12 Purchase Mgmt For For
13 Adopt New Articles of Association Mgmt For For
14 Amend Alliance & Leicester ShareSave Scheme Mgmt For For
15 Amend Alliance & Leicester Share Incentive Plan Mgmt For For
Approve Alliance & Leicester plc Long-Term
16 Incentive Plan Mgmt For For
Norsk Hydro Asa Shares Voted 0 Security R61115102
Meeting Date 5/3/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Financial Statements, Allocation of
1 Income and Dividends of NOK 20 Per Share Mgmt For
Receive Information Regarding Guidelines for
2 Remuneration of Executive Management
3 Approve Remuneration of Auditor Mgmt For
Reelect Westye Hoeegh and Reier Soeberg as
4 Members of Nominating Committee Mgmt For
Shareholder Proposals
Shareholder Proposal: Increase Allocation of
Funds for Research & Development from 0.5
5 Percent to 2 Percent of Company's Turnover ShrHoldr Against
HeidelbergCement AG Shares Voted 0 Security D31709104 D31738228
Meeting Date 5/4/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
2 EUR 0.55 per Share Mgmt For
Approve Discharge of Management Board for
3 Fiscal 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal 2004 Mgmt For
Ratify Ernst & Young AG as Auditors for Fiscal
5 2005 Mgmt For
Amend Articles Re: Remuneration of Supervisory
6 Board Members Mgmt For
ROLLS-ROYCE GROUP PLC ( Shares Voted Security
formerly Rolls-Royce Plc) 1,366,970 G7630U109
Meeting Date 5/4/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory
1 Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Re-elect Simon Robertson as Director Mgmt For For
4 Re-elect Iain Conn as Director Mgmt For For
5 Re-elect Sir John Taylor as Director Mgmt For For
6 Re-elect Amy Bondurant as Director Mgmt For For
7 Re-elect John Cheffins as Director Mgmt For For
8 Re-elect James Guyette as Director Mgmt For For
9 Re-elect Andrew Shilston as Director Mgmt For For
Reappoint KPMG Audit Plc as Auditors and
Authorise the Board to Determine Their
10 Remuneration Mgmt For For
Authorise Issue of B Shares with Pre-emptive
Rights up to Aggregate Nominal Amount of GBP
11 200,000,000 Mgmt For For
Approve Increase in Remuneration of
12 Non-Executive Directors to GBP 850,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
13 Aggregate Nominal Amount of GBP 117,133,532 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
14 Aggregate Nominal Amount of GBP 17,570,029 Mgmt For For
Authorise 173,313,853 Ordinary Shares for
15 Market Purchase Mgmt For For
Standard Chartered PLC Shares Voted 290,088 Security G84228157
Meeting Date 5/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Final Dividend of 40.44 US Cents Per
2 Share Mgmt For For
3 Approve Remuneration Report Mgmt For For
4 Elect Val Gooding as Director Mgmt For For
5 Elect Oliver Stocken as Director Mgmt For For
6 Re-elect Sir CK Chow as Director Mgmt For For
7 Re-elect Ho KwonPing as Director Mgmt For For
8 Re-elect Richard Meddings as Director Mgmt For For
9 Re-elect Kaikhushru Nargolwala as Director Mgmt For For
10 Re-elect Hugh Norton as Director Mgmt For For
Reappoint KPMG Audit Plc as Auditors of the
11 Company Mgmt For For
Authorise Board to Fix Remuneration of the
12 Auditors Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of USD 233,412,206
(Relevant Securities, Scrip Dividend Schemes and
Exchangeable Securities); and otherwise up to
13 USD 129,701,049 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount Equal to the Company's
Share Capital Repurchased by the Company
14 Pursuant to Resolution 16 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
15 Aggregate Nominal Amount of USD 32,425,262 Mgmt For For
Authorise 129,701,049 Ordinary Shares for Market
16 Purchase Mgmt For For
Authorise up to 328,388 Dollar Preference Shares
and up to 195,285,000 Sterling Preference Shares
17 for Market Purchase Mgmt For For
18 Adopt New Articles of Association Mgmt For For
Prudential Plc (frm.Prudential Shares Voted Security
Corporation Plc ) 944,930 G72899100
Meeting Date 5/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Re-elect Clark Manning as Director Mgmt For For
4 Re-elect Roberto Mendoza as Director Mgmt For For
5 Re-elect Mark Wood as Director Mgmt For For
6 Elect James Ross as Director Mgmt For For
7 Elect Michael Garett as Director Mgmt For For
8 Elect Keki Dadiseth as Director Mgmt For For
Reappoint KPMG Audit Plc as Auditors and
Authorise the Board to Determine Their
9 Remuneration Mgmt For For
Approve Final Dividend of 10.65 Pence Per
10 Ordinary Share Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
11 Aggregate Nominal Amount of GBP 31,220,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 5,900,000 Mgmt For For
Authorise 237,000,000 Ordinary Shares for Market
13 Purchase Mgmt For For
Amend Articles of Association Re: Adoption of
International Accounting Standards; Treasury
14 Shares Mgmt For For
SES GLOBAL Shares Voted 479,256 Security L8300G135
Meeting Date 5/6/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Review Attendance List, Establish Quorum and
1 Adopt Agenda
2 Nominate Secretary and Two Scrutineers
3 Modify Article 20 of Articles of Association Mgmt For Against
4 Other Business (Voting) Mgmt For Against
SES GLOBAL Shares Voted 479,256 Security L8300G135
Meeting Date 5/6/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Review Attendance List, Establish Quorum and
1 Adopt Agenda Mgmt For For
2 Nominate Secretary and Two Scrutineers Mgmt For For
3 Receive Directors' 2004 Activities Report
Receive President and CEO's Account of the Main
4 Developments During 2004 and Perspectives
Present CFO's Account of the Main Developments
5 During 2004 and Perspectives
6 Present Audit Report
Approve Balance Sheet and Profit and Loss
7 Accounts Mgmt For For
8 Approve Allocation of Results Mgmt For For
9 Approve Transfers Between Reserve Accounts Mgmt For For
10 Approve Discharge of Board Mgmt For For
11 Approve Discharge of Auditors Mgmt For For
Approve Auditors and Authorize Board to Fix
12 Remuneration of Auditors Mgmt For For
Authorize Repurchase of Fiduciary Depositary
13 Receipts and/or A-Shares Mgmt For For
Fix Number of and Elect Directors; Fix Term of
14 Directors; Approve Remuneration of Directors Mgmt For For
15 Other Business (Voting) Mgmt For Against
Grafton Group PLC Shares Voted 714,140 Security G4035Q189
Meeting Date 5/9/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
1 Receive and Consider Financial Statements Mgmt For For
2a Reelect Anthony Collins as Director Mgmt For For
2b Reelect Gillian Bowler as Director Mgmt For For
2c Reelect Richard W. Jewson as Director Mgmt For For
2d Reelect Fergus Malone as Director Mgmt For For
2e Reelect Leo Martin as Director Mgmt For For
3 Authorize Board to Fix Remuneration of Auditors Mgmt For For
Special Business
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to the
4 Authorized but Unissued Share Capital Mgmt For For
Authorize Board to Allot Equity Securities for
Cash without Preemptive Rights up to an
Aggregate Nominal Amount of 5 Percent of Issued
5 and Outstanding Ordinary Share Capital Mgmt For For
Authorize Repurchase of Up to 10 Percent of
6 Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For For
Authorize and Renew Contingent Purchase Contract
8 Relating to 'A' Ordinary Shares Mgmt For For
9 Amend 1999 Grafton Group Share Scheme Mgmt For Against
10 Approve Remuneration of Directors Mgmt For For
THOMSON (formerly Thomson Shares Voted Security
Multimedia) 233,120 F91823108
Meeting Date 5/10/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Financial Statements and Statutory
1 Reports Mgmt For For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For For
Approve Allocation of Income and Dividends of
3 EUR 0.285 per Share Mgmt For For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For Against
5 Reelect Christian Blanc as Director Mgmt For For
6 Reelect Marcel Roulet as Director Mgmt For For
Authorize Repurchase of Up to Ten Percent of
7 Issued Share Capital Mgmt For For
Cancel Outstanding Authority Granted September
8 2000 to Issue Bonds/Debentures Mgmt For For
Authorize Filing of Required Documents/Other
9 Formalities Mgmt For For
Special Business
Approve Reduction in Share Capital via
10 Cancellation of Repurchased Shares Mgmt For For
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 250 Million;
11 Approve Global Limit of EUR 300 Million Mgmt For For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
12 Aggregate Nominal Amount of EUR 250 Million Mgmt For Against
Authorize Capitalization of Reserves of Up to
EUR 250 Million Million for Bonus Issue or
13 Increase in Par Value Mgmt For For
Authorize Board to Increase Capital in the Event
of Demand Exceeding Amounts Proposed in Issuance
14 Authority Above Mgmt For Against
Approve Capital Reserved for Employees
Participating in Savings-Related Share Purchase
15 Plan Mgmt For For
16 Approve Stock Option Plan Grants Mgmt For For
Authorize Up to 1.5 Percent of Issued Capital
17 For Use in Restricted Stock Plan Mgmt For Against
Bovis Homes Group Shares Voted 199,870 Security G12698109
Meeting Date 5/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
Approve Final Dividend of 13.6 Pence Per
3 Ordinary Share Mgmt For For
4 Re-elect Sir Gerald Mobbs as Director Mgmt For For
5 Re-elect David Ritchie as Director Mgmt For For
Reappoint KPMG Audit Plc as Auditors of the
6 Company Mgmt For For
Authorise Board to Fix Remuneration of the
7 Auditors Mgmt For For
8 Approve Scrip Dividend Program Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
9 Aggregate Nominal Amount of GBP 15,832,014.50 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
10 Aggregate Nominal Amount of GBP 2,958,399 Mgmt For For
Authorise 11,833,597 Ordinary Shares for Market
11 Purchase Mgmt For For
Cap Gemini SA Shares Voted 0 Security F13587120
Meeting Date 5/12/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Financial Statements and Discharge
1 Directors Mgmt For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For
Approve Special Auditors' Report Regarding
3 Related-Party Transactions Mgmt For
Approve Allocation of Income and Dividends of
4 EUR 0.40 per Share Mgmt For
Authorize Repurchase of Up to Ten Percent of
5 Issued Share Capital Mgmt For
6 Appoint Daniel Bernard as Director Mgmt For
7 Appoint Thierry de Montbrial as Director Mgmt For
8 Appoint Marcel Roulet as Censor Mgmt For
Special Business
Authorize Share Repurchase Program and
9 Cancellation of Repurchased Shares Mgmt For
Authorize Capitalization of Reserves of Up to
EUR 1.5 Billion for Bonus Issue or Increase in
10 Par Value Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to
11 Aggregate Nominal Amount of EUR 450 Million Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
12 Aggregate Nominal Amount of EUR 300 Million Mgmt For
Authorize Board to Increase Capital in the Event
of Demand Exceeding Amounts Proposed in Items 11
13 and 12 Mgmt For
Authorize Capital Increase for Future Exchange
14 Offers and Acquisitions Mgmt For
15 Approve Stock Option Plan Grants Mgmt For
Authorize Up to 2 Million Shares for Use in
16 Restricted Stock Plan Mgmt For
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
17 Plan Mgmt For
Set Global Limit for Capital Increase to Result
18 from All Issuance Requests at EUR 450 Million Mgmt For
Authorize Filing of Required Documents/Other
19 Formalities Mgmt For
Continental AG Shares Voted 0 Security D16212140
Meeting Date 5/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
2 EUR 0.80 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal 2004 Mgmt For
Ratify KPMG Deutsche Treuhand-Gesellschaft AG as
5 Auditors for Fiscal 2005 Mgmt For
Authorize Share Repurchase Program and
6 Reissuance of Repurchased Shares Mgmt For
Suez SA(Formerly Suez Lyonnaise Shares Voted Security
Des Eaux) 0 F90131115
Meeting Date 5/13/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Financial Statements and Statutory
1 Reports Mgmt For
Approve Allocation of Income and Dividends of
2 EUR 0.80 per Share Mgmt For
Approve Accounting Transfers From Long-Term
3 Capital Gains Account to Ordinary Reserve Mgmt For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For
Accept Consolidated Financial Statements and
5 Statutory Reports Mgmt For
6 Reelect Paul Demarais Jr as Director Mgmt For
7 Reelect Gerard Mestrallet as Director Mgmt For
8 Reelect Lord Simon of Highbury as Director Mgmt For
9 Reelect Richard Goblet d'Alviella as Director Mgmt For
10 Ratify Deloitte & Associes as Auditor Mgmt For
11 Ratify Beas as Alternate Auditor Mgmt For
12 Ratify Francis Gidoin as Alternate Auditor Mgmt For
Authorize Repurchase of Up to Ten Percent of
13 Issued Share Capital Mgmt For
Special Business
Approve Reduction in Share Capital via
14 Cancellation of Repurchased Shares Mgmt For
Approve Issuance of up to 15 Million Shares to
Spring Multiple 2005 SCA in Connection with
Share Purchase Plan for Employees of
15 International Subsidiaries Mgmt For
Authorize Up to Three Percent of Issued Capital
16 for Use in Restricted Stock Plan Mgmt For
Authorize Filing of Required Documents/Other
17 Formalities Mgmt For
Paddy Power (frmrly. POWER Shares Voted Security
LEISURE) 472,727 G68673105
Meeting Date 5/17/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Declare Final Dividend of EUR 0.1252 per Share Mgmt For For
3a Relect Breon Corcoran as Director Mgmt For For
3b Relect Brody Sweeney as Director Mgmt For For
4 Relect Ross Ivers as Director Mgmt For For
Special Business
5 Authorize Board to Fix Remuneration of Auditors Mgmt For For
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to the
Amount of the Authorized but Unissued Share
6 Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked
Securities for Cash without Preemptive Rights up
7 to Five Percent of the Issued Share Capital Mgmt For For
8 Authorize Share Repurchase Program Mgmt For For
BNP Paribas SA Shares Voted 0 Security F1058Q238
Meeting Date 5/18/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Accept Consolidated Financial Statements and
1 Statutory Reports Mgmt For
Approve Financial Statements and Statutory
2 Reports Mgmt For
Approve Allocation of Income and Dividends of
3 EUR 2 per Share Mgmt For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For
Authorize Repurchase of Up to Ten Percent of
5 Issued Share Capital Mgmt For
6 Reelect Jean-Francois Lepetit as Director Mgmt For
7 Reelect Gerhard Cromme as Director Mgmt For
8 Reelect Francois Grappotte as Director Mgmt For
9 Reelect Helene Ploix as Director Mgmt For
10 Reelect Baudoin Prot as Director Mgmt For
Elect Loyola De Palacio Del Valle-Lersundi as
11 Director to Replace Jacques Friedmann Mgmt For
Approve Remuneration of Directors in the
12 Aggregate Amount of EUR 780,000 Mgmt For
Authorize Filing of Required Documents/Other
13 Formalities Mgmt For
Special Business
14 Approve Stock Option Plan Grants Mgmt For
Approve Restricted Stock Plan to Directors and
15 Employees of Company and its Subsidiaries Mgmt For
Approve Reduction in Share Capital via
16 Cancellation of Repurchased Shares Mgmt For
Approve Change In Number Of Directors Elected By
17 Employees Mgmt For
Authorize Filing of Required Documents/Other
18 Formalities Mgmt For
Deutsche Post AG Shares Voted 341,142 Security D19225107
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
2 EUR 0.50 per Share Mgmt For For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For For
Approve Discharge of Supervisory Board for
4 Fiscal 2004 Mgmt For For
Ratify PwC Deutsche Revision AG as Auditors for
5 Fiscal 2005 Mgmt For For
Authorize Share Repurchase Program and
6 Reissuance of Repurchased Shares Mgmt For For
Approve Creation of EUR 250 Million Pool of
7 Conditional Capital without Preemptive Rights Mgmt For Against
8a Elect Gerd Ehlers to the Supervisory Board Mgmt For For
8b Elect Roland Oetker to the Supervisory Board Mgmt For For
8c Elect Hans Reich to the Supervisory Board Mgmt For For
8d Elect Juergen Weber to the Supervisory Board Mgmt For For
Hochtief AG Shares Voted 0 Security D33134103
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
2 EUR 0.75 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal 2004 Mgmt For
5 Ratify PwC Deutsche Revision AG as Auditors Mgmt For
6a Elect Gerhard Cromme to the Supervisory Board Mgmt For
6b Elect Herbert Henzler to the Supervisory Board Mgmt For
Approve Cancellation of 1999 Share Capital
7 Authorization Mgmt For
Authorize Share Repurchase Program and
8 Reissuance of Repurchased Shares Mgmt For
9 Authorize Reissuance of Repurchased Shares Mgmt For
Approve Issuance of Convertible Bonds and/or
Bonds with Warrants Attached up to Aggregate
Nominal Amount of EUR 400 Million with
Preemptive Rights; Approve Creation of EUR 38.4
Million Pool of Conditional Capital to Guarantee
10 Conversion Rights Mgmt For
Approve Creation of EUR 53.8 Million Pool of
11 Conditional Capital without Preemptive Rights Mgmt For
Ahold Kon Nv Shares Voted 0 Security N0139V100
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
2 Receive Report of Management Board
Approve Financial Statements and Statutory
3a Reports Mgmt For
Receive Explanation of Company's Reserves and
3b Dividend Policy (Non-Voting)
4a Elect D. Doijer to Supervisory Board Mgmt For
4b Elect M. Hart to Supervisory Board Mgmt For
4c Elect B. Hoogendoorn to Supervisory Board Mgmt For
4d Elect S. Shern to Supervisory Board Mgmt For
5 Approve Remuneration of Supervisory Board Mgmt For
Grant Board Authority to Issue Common Shares Up
to 10 Percent of Issued Share Capital (20
6a Percent in Connection with Merger or Acquisition) Mgmt For
Authorize Board to Exclude Preemptive Rights
6b from Issuance Under Item 6a Mgmt For
Authorize Repurchase of Up to Ten Percent of
7 Issued Share Capital Mgmt For
8 Other Business (Non-Voting)
9 Close Meeting
Swatch Group (Formerly SMH Shares Voted Security
Schweizerische Gesellschaft ) 0 H83949141
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Discharge of Board and Senior Management Mgmt For For
Approve Allocation of Income and Dividends of
CHF 0.35 per Registered Share and 1.75 per
3 Bearer Share Mgmt For Against
Approve CHF 2 Million Reduction in Share Capital
4 via Cancellation of Shares Mgmt For For
5 Elect Claude Nicollier as Director Mgmt For For
6 Ratify PricewaterhouseCoopers AG as Auditors Mgmt For For
Bilfinger Berger AG Shares Voted 0 Security D11648108
Meeting Date 5/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
2 EUR 1 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal 2004 Mgmt For
Authorize Share Repurchase Program and
5 Reissuance of Repurchased Shares Mgmt For
Approve Issuance of Convertible Bonds and/or
Bonds with Warrants Attached up to Aggregate
Nominal Amount of EUR 250 Million with
Preemptive Rights; Approve Creation of EUR 11
Million Pool of Conditional Capital to Guarantee
6 Conversion Rights Mgmt For
Ratify PwC Deutsche Revision AG as Auditors and
Ernst & Young AG as Group Auditors for Fiscal
7 2005 Mgmt For
Hypo Real Estate Holding AG Shares Voted 0 Security D3449E108
Meeting Date 5/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
EUR 0.35 per Common Share and 0.35 per Preferred
2 Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal 2004 Mgmt For
Authorize Share Repurchase Program and
5 Reissuance of Repurchased Shares Mgmt For
Convert Preferred Shares Without Voting Rights
6 into Common Shares With Voting Rights Mgmt For
Special Resolution for Common Shareholders:
Convert Preferred Shares Without Voting Rights
7 into Common Shares With Voting Rights Mgmt For
Amend Corporate Purpose to Reflect Pending
8 Changes in German Banking Law Mgmt For
Amend Articles Re: Calling of, Registration for,
and Conduct of Shareholder Meetings due to
Pending Changes in German Law (Law on Company
Integrity and Modernization of Shareholder
9 Lawsuits) Mgmt For
Ratify KPMG Deutsche Treuhand-Gesellschaft as
10 Auditors for Fiscal 2005 Mgmt For
ICI (Imperial Chemical Shares Voted Security
Industries Plc) 1,577,683 G47194223
Meeting Date 5/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
Confirm First Interim Dividend of 3.4 Pence and
Second Interim Dividend of 3.9 Pence Per
3 Ordinary Share Mgmt For For
4 Re-elect Adri Baan as Director Mgmt For For
5 Re-elect Lord Butler as Director Mgmt For For
6 Re-elect Joseph Gorman as Director Mgmt For For
7 Re-elect William Powell as Director Mgmt For For
8 Elect Charles Knott as Director Mgmt For For
Reappoint KPMG Audit Plc as Auditors of the
9 Company Mgmt For For
Authorise Board to Fix Remuneration of the
10 Auditors Mgmt For For
11 Adopt New Articles of Association Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 208,761,785 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
13 Aggregate Nominal Amount of GBP 59,561,911 Mgmt For For
14 Authorise 119,123,822 Shares for Market Purchase Mgmt For For
Eni Spa Shares Voted 0 Security T3643A145
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements, Consolidated
1 Accounts, and Statutory Reports Mgmt For
2 Approve Allocation of Income Mgmt For
3 Authorize Share Repurchase Program Mgmt For
Authorize Reissuance of Repurchased Shares To
Service Stock Option Plan in Favor of Group
4 Management Mgmt For
5 Fix Number of Directors Mgmt For
6 Set Directors' Term of Office Mgmt For
Elect Directors - Elect One of Two Slates
(Either Item 7.1 Or Item 7.2)
Elect Directors - Slate 1 Submitted by the
7.1 Ministry of Economy and Finance Mgmt
Elect Directors - Slate 2 Submitted by a Group
7.2 of Institutional Investors (Minority Slate) Mgmt
8 Elect Chairman of the board of Directors Mgmt For
Approve Remuneration of Chairman of the Board
9 and of Directors Mgmt For
Appoint Internal Statutory Auditors - Elect One
of Two Slates (Either Item 10.1 Or Item 10.2)
Elect Internal Statutory Auditors - Slate 1
10.1 Submitted by the Ministry of Economy and Finance Mgmt
Elect Internal Statutory Auditors - Slate 1
Submitted by a Group of Institutional Investors
10.2 (Minority Slate) Mgmt
Appoint Chairman of the Internal Statutory
11 Auditors' Board Mgmt For
Approve Remuneration of Chairman of Internal
Statutory Auditors' Board and of Primary
12 Internal Statutory Auditors Mgmt For
Sanofi-Aventis (Formerly Shares Voted Security
Sanofi-Synthelabo ) 66,168 F5548N101
Meeting Date 5/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Financial Statements and Statutory
1 Reports Mgmt For For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For For
Approve Allocation of Income and Dividends of
3 EUR 1.20 per Share Mgmt For For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For For
5 Ratify PricewaterhouseCoopers Audit as Auditor Mgmt For For
6 Ratify Pierre Coll as Alternate Auditor Mgmt For For
Authorize Repurchase of Up to Ten Percent of
7 Issued Share Capital Mgmt For For
8 Cancel Outstanding Debt Issuance Authority Mgmt For For
Special Business
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 1.4 Billion;
9 Authorize Global Limit of EUR 1.6 Billion Mgmt For For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
10 Aggregate Nominal Amount of EUR 840 Million Mgmt For Against
Authorize Capitalization of Reserves of Up to
EUR 500 Million for Bonus Issue or Increase in
11 Par Value Mgmt For For
Authorize Board to Increase Capital in the Event
of Demand Exceeding Amounts Proposed in Issuance
12 Authorities Above Mgmt For Against
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
13 Plan Mgmt For For
14 Approve Stock Option Plan Grants Mgmt For Against
Authorize Up to 1 Percent of Issued Capital For
15 Use in Restricted Stock Plan Mgmt For Against
Approve Reduction in Share Capital via
16 Cancellation of Repurchased Shares Mgmt For For
Authorize Filing of Required Documents/Other
17 Formalities Mgmt For For
INTERCONTINENTAL HOTELS GROUP PLC Shares Voted 0 Security G4803W111
Meeting Date 6/1/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Remuneration Report Mgmt For
3 Approve Final Dividend of 10 Pence Per Share Mgmt For
4a Elect Andrew Cosslett as Director Mgmt For
4b Elect David Kappler as Director Mgmt For
4c Re-elect Robert Larson as Director Mgmt For
4d Re-elect Richard Hartman as Director Mgmt For
4e Re-elect Ralph Kugler as Director Mgmt For
4f Re-elect Richard Solomons as Director Mgmt For
Reappoint Ernst & Young LLP as Auditors of the
5 Company Mgmt For
Authorise Board to Fix Remuneration of the
6 Auditors Mgmt For
Approve EU Political Donations and Expenditure
7 up to GBP 100,000 Mgmt For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
8 Aggregate Nominal Amount of GBP 225,019,783 Mgmt For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
9 Aggregate Nominal Amount of GBP 33,752,967 Mgmt For
10 Authorise 90,349,461 Shares for Market Purchase Mgmt For
PUBLIC POWER CORP OF GREECE Shares Voted 0 Security X7023M103
Meeting Date 6/6/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For
Accept Consolidated Financial Statements and
Statutory Reports According to International
3 Financial Reporting Standards Mgmt For
4 Approve Discharge of Board and Auditors for 2004 Mgmt For
5 Approve Dividend Mgmt For
Approve Auditors and Authorize Board to Fix
6 Their Remuneration Mgmt For
Approve Remuneration of Directors for 2004 and
7 Preapprove Remuneration of Directors for 2005 Mgmt For
8 Ratify Election of Directors Mgmt For
9 Other Business (Non-Voting)
Linde AG Shares Voted 0 Security D50348107
Meeting Date 6/8/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports
Approve Allocation of Income and Dividends of
2 EUR 1.25 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 Year 2004 Mgmt For
Approve Discharge of Supervisory Board for
4 Fiscal Year 2004 Mgmt For
Ratify KPMG Deutsche Treuhand-Gesellschaft as
5 Auditors for Fiscal Year 2005 Mgmt For
Authorize Share Repurchase Program and
6 Reissuance of Repurchased Shares Mgmt For
Approve Creation of EUR 80 Million Pool of
7 Conditional Capital with Preemptive Rights Mgmt For
Approve Creation of EUR 40 Million Pool of
8 Conditional Capital without Preemptive Rights Mgmt For
Approve Issuance of Convertible Bonds and/or
Bonds with Warrants Attached up to Aggregate
Nominal Amount of EUR 1,000 Million with
Preemptive Rights; Approve Creation of EUR 50
Million Pool of Conditional Capital to Guarantee
9 Conversion Rights Mgmt For
10 Amend Articles Re: Supervisory Board Remuneration Mgmt For
Corus Group plc Shares Voted 3,214,188 Security G2439N109
Meeting Date 6/16/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3.1 Elect Jacques Schraven as Director Mgmt For For
3.2 Elect Rauke Henstra be as Director Mgmt For For
3.3 Re-elect David Lloyd as Director Mgmt For For
3.4 Re-elect Anthony Hayward as Director Mgmt For For
Reappoint PricewaterhouseCoopers LLP as Auditors
4 of the Company Mgmt For For
Authorise Board to Fix Remuneration of the
5 Auditors Mgmt For For
Authorise the Company to Make EU Political
Organisation Donations and Incur EU Political
Expenditure up to an Aggregate Nominal Amount of
6 GBP 50,000 Mgmt For For
Authorise Corus UK Limited to Make EU Political
Organisation Donations and Incur EU Political
Expenditure up to an Aggregate Nominal Amount of
7 GBP 50,000 Mgmt For For
Authorise Orb Electrical Steels Limited to Make
EU Political Organisation Donations and Incur EU
Political Expenditure up to an Aggregate Nominal
8 Amount of GBP 50,000 Mgmt For For
Authorise 444,565,340 Ordinary Shares for Market
9 Purchase Mgmt For For
Tesco Plc Shares Voted 1,402,387 Security G87621101
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
Approve Final Dividend of 5.27 Pence Per
3 Ordinary Share Mgmt For For
4 Re-elect Rodney Chase as Director Mgmt For For
5 Re-elect Sir Terry Leahy as Director Mgmt For For
6 Re-elect Tim Mason as Director Mgmt For For
7 Re-elect David Potts as Director Mgmt For For
8 Elect Karen Cook as Director Mgmt For For
9 Elect Carolyn McCall as Director Mgmt For For
Reappoint PricewaterhouseCooopers LLP as
10 Auditors of the Company Mgmt For For
Authorise Board to Fix Remuneration of the
11 Auditors Mgmt For For
Approve Increase in Authorised Capital from GBP
12 530,000,000 to GBP 535,000,000 Mgmt For For
13 Approve Scrip Dividend Program Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
14 Aggregate Nominal Amount of GBP 129,200,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
15 Aggregate Nominal Amount of GBP 19,470,000 Mgmt For For
Authorise 778,700,000 Ordinary Shares for Market
16 Purchase Mgmt For For
Authorise the Company to Make EU Political
Organisation Donations up to GBP 100,000 and to
17 Incur EU Political Expenditure up to GBP 100,000 Mgmt For For
Authorise Tesco Stores Ltd. to Make EU Political
Organisation Donations up to GBP 100,000 and
18 Incur EU Political Expenditure up to GBP 100,000 Mgmt For For
Authorise Tesco Ireland Ltd. to Make EU
Political Organisation Donations up to GBP
25,000 and Incur EU Political Expenditure up to
19 GBP 25,000 Mgmt For For
Authorise Tesco Vin Plus S.A. to Make EU
Political Organisation Donations up to GBP
25,000 and Incur EU Political Expenditure up to
20 GBP 25,000 Mgmt For For
Authorise Tesco Stores CR a.s. to Make EU
Political Organisation Donations up to GBP
25,000 and Incur EU Political Expenditure up to
21 GBP 25,000 Mgmt For For
Authorise Tesco Stores SR a.s. to Make EU
Political Organisation Donations up to GBP
25,000 and Incur EU Political Expenditure up to
22 GBP 25,000 Mgmt For For
Authorise Tesco Global Rt to Make EU Political
Organisation Donations up to GBP 25,000 and
23 Incur EU Political Expenditure up to GBP 25,000 Mgmt For For
Authorise Tesco Polska Sp z.o.o. to Make EU
Political Organisation Donations up to GBP
25,000 and Incur EU Political Expenditure up to
24 GBP 25,000 Mgmt For For
BABIS VOVOS INTERNATIONAL Shares Voted Security
TECHNICAL SA 0 X0281R104
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Individual and Consolidated Financial
1 Statements and Statutory Reports
Accept Individual and Consolidated Financial
2 Statements and Statutory Reports Mgmt For
3 Approve Discharge of Board and Auditors for 2004 Mgmt For
Approve Two Principal and Two Substitute
Auditors and Authorize Board to Fix Their
4 Remuneration Mgmt For
Authorize Board and Managers of the Company to
Participate in Boards and Management of Similar
5 Companies Mgmt For
Amend Corporate Purpose; Amend Article
6 Accordingly Mgmt For
Reregistration of the Company's Board; Relevant
7 Modification of Company's Article Mgmt For
Decision Re: Absorption of the Wholly-Owned
Subsidiary 'Babis Vovos International
8 Construction Company' Mgmt For
9 Other Business (Non-Voting)
ProxyEdge - Investment Company Report Report Date: 08/04/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder International Fund
- ------------------------------------------------------------------------------------------------------------------------------------
YELL GROUP PLC AGM Meeting Date: 07/13/2004
Issuer: G9835W104 ISIN: GB0031718066
SEDOL: 3171806
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITORS Management For
AND THE AUDITED ACCOUNTS OF THE COMPANY, FOR
THE YE 31 MAR 2004
2. DECLARE THE FINAL DIVIDEND OF 6 PENCE PER ORDINARY Management For
SHARE IN THE COMPANY, PAYAB LE ON 20 AUG 2004
TO THE HOLDERS OF THE ORDINARY SHARES IN THE
COMPANY REGISTE RED ON 23 JUL 2004
3. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For
FOR THE YE 31 MAR 2004
4. RE-ELECT MR. JOHN CONDRON AS A DIRECTOR Management For
5. RE-ELECT MR. JOHN DAVIS AS A DIRECTOR Management For
6. RE-ELECT MR. LYNDON LEA AS A DIRECTOR Management For
7. RE-ELECT MR. LORD POWELL OF BAYSWATER AS A DIRECTOR Management For
8. RE-ELECT MR. ROBERT SCOFF AS A DIRECTOR Management For
9. RE-ELECT MR. CHARLES CAREY AS A DIRECTOR Management For
10. RE-ELECT MR. JOHN COGHLAN AS A DIRECTOR Management For
11. RE-ELECT MR. JEOCHIM EBERHARDT AS A DIRECTOR Management For
12. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY BEFORE WHICH ACCOUNTS
ARE LAID
13. AUTHORIZE THE DIRECTOR S TO DETERMINE THE AUDITORS Management For
REMUNERATION
14. AUTHORIZE THE DIRECTORS UNDER SECTION 80 OF THE Management For
COMPANIES ACT 1985, TO ALLOT R ELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,323,812;
AUTHOR ITY EXPIRES AT THE EARLIER CONCLUSION
OF THE NEXT AGM OR 15 MONTHS ; AND THE D IRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN P URSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
15. AUTHORIZE THE COMPANY AND EACH OF YELL LIMITED Management For
AND YELLOW PAGES LIMITED WHOLL Y OWNED SUBSIDIARIES
OF THE COMPANY TO MAKE DONATIONS TO EU POLITICAL
ORGANIZ ATIONS AND TO INCUR EU POLITICAL EXPENDITURE
IN AN AGGREGATE AMOUNT NOT EXCEED ING OF GBP
100,000; AUTHORITY EXPIRES ON THE DATE OF THE
NEXT AGM
S.16 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 14 AND UNDER SEC TION 95 OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
FOR CASH PURSUAN T TO THE AUTHORITY CONFERRED
BY THE RESOLUTION 14, OR WHERE SUCH ALLOTMENT
CON STITUTES THE ALLOTMENT OF THE EQUITY SECURITIES
BY THE VIRTUE OF SECTION 94(3A ), DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION
TO A RIGHTS ISSUE TO THE HOLDERS OF THE ORDINARY
SHARES IN THE COMPANY; AND B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 348,921; AUTHORITY EXPIRES
THE EARL IER OF THE CONCLUSION OF THE NEXT AGM
OR 15 MONTHS ; AND, AUTHORIZE THE DIRECT ORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.17 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 20 Management For
OF ITS ARTICLES OF ASSOCIATION, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF UP TO 6 9,784,148 FULLY-PAID ORDINARY
SHARES IN THE COMPANY, AT A MINIMUM PRICE OF
1.0 0 PENCE AND A MAXIMUM PRICE EQUIVALENT TO
10% OF THE MIDDLE MARKET PRICE FOR A N ORDINARY
SHARE IN THE COMPANY AS SET OUT IN THE DAILY
OFFICIAL LIST PUBLISHE D BY THE LONDON STOCK
EXCHANGE, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER AT THE CONCLUSION
OF THE NEXT AGM OR 15 MONTHS ; THE COMPA NY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH W ILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.18 APPROVE TO ADOPT THE SAID ARTICLES OF ASSOCIATION Management For
OF THE COMPANY IN SUBSTITUTI NG FOR THE EXISTING
ARTICLES OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID TRANSCO PLC AGM Meeting Date: 07/26/2004
Issuer: G6375K102 ISIN: GB0031223877
SEDOL: 3122387
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT AND THE ACCOUNTS FOR THE YE Management For
31 MAR 2004 AND THE AUDITORS R EPORT ON THE ACCOUNTS
2. DECLARE A FINAL DIVIDEND OF 11.87 PENCE PER ORDINARY Management For
SHARE USD 1.0500 PER AME RICAN DEPOSITARY SHARE
FOR THE YE 31 MAR 2004
3. RE-APPOINT MR. MIKE JESARIA AS A DIRECTOR Management For
4. RE-APPOINT MR. MARIA RICHTER AS A DIRECTOR Management For
5. RE-APPOINT MR. JAMES ROSS AS A DIRECTOR Management For
6. RE-APPOINT MR. JOHN GRANT AS A DIRECTOR Management For
7. RE-APPOINT MR. EDWARD ASTLE AS A DIRECTOR Management For
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
COMPANY AUDITOR AND AUTHORIZE THE DIRECTORS TO
SET THEIR REMUNERATION
9. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND PURSUA NT TO THE SECTION
80 OF THE COMPANIES ACT 1985 ACT , TO ALLOT
RELEVANT SECURI TIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 102,929,251;
AU THORITY EXPIRES ON 25 JUL 2009 ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITI ES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEME NT MADE PRIOR TO SUCH
EXPIRY
S.11 AUTHORIZE THE DIRECTORS IN SUBSTITUTION FOR ANY Management For
EXISTING AUTHORITY, AND PURSUA NT TO SECTION
95 OF THE ACT TO ALLOT EQUITY SECURITIES SECTION
94(2) FOR CAS H PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AND/OR TO SELL THE EQUI TY SECURITIES
HELD AS TREASURY SHARES FOR CASH PURSUANT TO
THE SECTION 162D OF THE ACT, IN EACH CASE AS
IF SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMI TED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSU E IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF G BP 15,439,387; AUTHORITY
EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE ACT O F UP TO 308,787,755
ORDINARY SHARES OF 10 PENCE EACH, AT A MINIMUM
PRICE OF 10 PENCE AND NOT MORE THAN 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE P REVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CLOSE
OF THE NE XT AGM OF THE COMPANY OR 15 MONTHS
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
14. APPROVE THE REDEMPTION OF THE SPECIAL RIGHTS Management For
NON-VOTING REDEEMABLE PREFERENCE SHARE OF GBP
1 IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
BE CANCELLED AND THE AMOUNT OF THE COMPANY S
AUTHORIZED CAPITAL BE DIMINISHED ACCORDINGLY
- ------------------------------------------------------------------------------------------------------------------------------------
BAA PLC AGM Meeting Date: 07/27/2004
Issuer: G12924109 ISIN: GB0000673409
SEDOL: 0067340, 2127071, 5585814, 6081270
- ------------------------------------------------------------------------------------------------------------------------------------
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 ACCOUNTS FOR THE YE 31 MAR 2004
2. APPROVE THE REPORT ON DIRECTORS REMUNERATION Management For
FOR THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 13.4 PENCE PER ORDINARY Management For
SHARE OF THE COMPANY
4. RE-APPOINT MR. TONY BALL AS A NON-EXECUTIVE DIRECTOR Management For
5. RE-APPOINT MR. ROBERT WALKER AS A NON-EXECUTIVE Management For
DIRECTOR
6. RE-APPOINT MR. MIKE CLASPER AS AN EXECUTIVE DIRECTOR Management For
7. RE-APPOINT MR. MARGRET EWING AS AN EXECUTIVE DIRECTOR Management For
8. RE-APPOINT MR. MIKE TOMS AS AN EXECUTIVE DIRECTOR Management For
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY
10. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For
11. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
ALLOT SHARES FOR CASH
12. APPROVE TO CANCEL THE SPECIAL SHARE AND AUTHORIZE Management For
TO REDUCE THE SHARE CAPITAL ACCORDINGLY
13. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management For
THE CANCELLATION OF THE SPECIAL S HARE
14. APPROVE TO ESTABLISH A NEW BAA PERFORMANCE SHARE Management For
PLAN
15. AUTHORIZE THE COMPANY TO MAKE POLITICAL DONATIONS Management Against
OF UP TO GBP 1.25 MILLION DU RING THE YEAR UNTIL
THE AGM 2005
- ------------------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC AGM Meeting Date: 07/27/2004
Issuer: G93882101 ISIN: GB0007192106
SEDOL: 0719210, 2615101, 5476190
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. FINANCIAL STATEMENTS - RECEIVE THE FINANCIAL Management For
STATEMENTS FOR THE FINANCIAL YEAR WHICH ENDED
ON 31 MAR 2004 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
2. REMUNERATION REPORT - IN ACCORDANCE WITH THE Management For
DIRECTORS REMUNERATION REPORT RE GULATIONS 2002,
THE BOARD SUBMITS THE REMUNERATION REPORT TO
A VOTE OF SHAREHO LDERS. IN ACCORDANCE WITH THE
REGULATIONS, THE APPROVAL OF THE REMUNERATION
RE PORT IS PROPOSED AS AN ORDINARY RESOLUTION.
IN 2003, THE RESOLUTION TO APPROVE THE REMUNERATION
REPORT WAS PASSED BY A SIGNIFICANT MAJORITY.
THE CURRENT REM UNERATION POLICY WAS PRODUCED
FOLLOWING EXTENSIVE CONSULTATION WITH SHAREHOLDE
RS AND INSTITUTIONAL BODIES IN 2001 AND 2002.
IN THE TWO YEARS SINCE THE POLIC Y WAS INTRODUCED,
THE CHAIRMAN AND THE CHAIRMAN OF THE REMUNERATION
COMMITTEE HAVE MAINTAINED PROACTIVE ANNUAL DIALOGUE
ON REMUNERATION MATTERS WITH THE COM PANY S MAJOR
SHAREHOLDERS AND RELEVANT INSTITUTIONS. THE OBJECTIVE
OF THIS DIA LOGUE IS TO PROVIDE INFORMATION ABOUT
THE COMPANY AND OUR VIEWS ON REMUNERATIO N ISSUES
AND TO LISTEN TO SHAREHOLDERS VIEWS ON ANY PROPOSED
ADJUSTMENTS TO P OLICY IMPLEMENTATION; THE REMUNERATION
COMMITTEE STRIVES TO ENSURE THAT THE PO LICY
PROVIDES A STRONG AND DEMONSTRABLE LINK BETWEEN
INCENTIVES AND THE COMPAN Y S STRATEGY AND SETS
A FRAMEWORK FOR REMUNERATION THAT IS CONSISTENT
WITH THE COMPANY S SCALE AND SCOPE. AS A RESULT
OF THIS YEAR S REVIEW, THE REMUNERATIO N COMMITTEE
HAS CONCLUDED THAT THE EXISTING POLICY CONTINUES
TO SERVE THE COMP ANY AND SHAREHOLDERS WELL AND
WILL REMAIN IN PLACE FOR THE YEAR ENDING 31 MAR
2005. THE COMMITTEE HAS ALSO REVIEWED THE EFFECTIVENESS
OF THE CURRENT POLICY AND IS SATISFIED THAT THE
INCENTIVE PLANS HAVE DELIVERED, OR ARE FORECAST
TO D ELIVER, REWARDS THAT ARE CONSISTENT WITH
THE COMPANY S PERFORMANCE ACHIEVEMENT
3. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For
THE COMPANY S ARTICLES OF ASSOCIA TION, PETER
BAMFORD, AN EXECUTIVE DIRECTOR, IS REQUIRED TO
RETIRE, WHICH HE DO ES, AND, PURSUANT TO RESOLUTION
3, OFFERS HIMSELF FOR RE-ELECTION
4. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For
THE COMPANY S ARTICLES OF ASSOCIA TION, JULIAN
HORN-SMITH, AN EXECUTIVE DIRECTOR, IS REQUIRED
TO RETIRE, WHICH H E DOES, AND, PURSUANT TO RESOLUTION
4, OFFERS HIMSELF FOR RE-ELECTION
5. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For
THE COMPANY S ARTICLES OF ASSOCIA TION, SIR DAVID
SCHOLEY, A NON-EXECUTIVE DIRECTOR, IS REQUIRED
TO RETIRE, WHIC H HE DOES, AND, PURSUANT TO RESOLUTION
5, OFFERS HIMSELF FOR RE-ELECTION
6. ELECTION OF DIRECTOR - IN ACCORDANCE WITH THE Management For
COMPANY S ARTICLES OF ASSOCIATIO N ONE OF THE
COMPANY S NON-EXECUTIVE DIRECTORS, LUC VANDEVELDE,
HAVING BEEN AP POINTED AS A DIRECTOR DURING THE
YEAR, IS REQUIRED TO RETIRE, WHICH HE DOES, A
ND, PURSUANT TO RESOLUTION 6, OFFERS HIMSELF
FOR ELECTION
7. 7. FINAL DIVIDEND - THIS RESOLUTION SEEKS SHAREHOLDER Management For
APPROVAL TO THE FINAL OR DINARY DIVIDEND RECOMMENDED
BY THE DIRECTORS. THE DIRECTORS ARE PROPOSING
A FI NAL DIVIDEND OF 1.0780 PENCE PER ORDINARY
SHARE. AN INTERIM DIVIDEND OF 0.9535 PENCE PER
ORDINARY SHARE WAS PAID ON 6 FEB 2004, MAKING
A TOTAL DIVIDEND FOR THE YEAR OF 2.0315 PENCE
PER ORDINARY SHARE. IF APPROVED, THE DIVIDEND
WILL BE PAID ON 6 AUG 2004 TO SHAREHOLDERS ON
THE ORDINARY REGISTER AS OF 4 JUN 2004
8. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For
AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS
ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUC H MEETING. RESOLUTION 8, WHICH IS
RECOMMENDED BY THE AUDIT COMMITTEE, PROPOSES
THE RE-APPOINTMENT OF THE COMPANY S EXISTING
AUDITORS, DELOITTE & TOUCHE LLP
9. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For
AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS
ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUC H MEETING. RESOLUTION 9 FOLLOWS
BEST PRACTICE IN CORPORATE GOVERNANCE BY SEPAR
ATELY SEEKING AUTHORITY FOR THE AUDIT COMMITTEE
TO DETERMINE THEIR REMUNERATIO N
10. POLITICAL DONATIONS - THIS RESOLUTION SEEKS AUTHORITY Management For
FROM SHAREHOLDERS TO ENA BLE THE COMPANY TO MAKE
DONATIONS OR INCUR EXPENDITURE WHICH IT WOULD
OTHERWIS E BE PROHIBITED FROM MAKING OR INCURRING
FOLLOWING THE COMING INTO EFFECT OF T HE POLITICAL
PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 (THE
ACT ). AMONGST OTHER THINGS, THE ACT PROHIBITS
THE COMPANY FROM MAKING DONATIONS TO EU POLITI
CAL ORGANIZATIONS IN THE PERIOD OF 12 MONTHS
FOLLOWING THE COMPANY S ANNUAL GE NERAL MEETING
(AND EACH SUCCEEDING 12 MONTH PERIOD) IN EXCESS
OF AN AGGREGATE OF GBP 5,000 UNLESS THE COMPANY
HAS BEEN AUTHORIZED TO MAKE SUCH DONATIONS BY
ITS SHAREHOLDERS. THE COMPANY HAS NO INTENTION
OF CHANGING ITS CURRENT PRACTIC E OF NOT MAKING
POLITICAL DONATIONS AND WILL NOT DO SO WITHOUT
THE SPECIFIC EN DORSEMENT OF SHAREHOLDERS. HOWEVER,
THE ACT DEFINES EU POLITICAL ORGANIZATIONS WIDELY
TO INCLUDE, AMONGST OTHER THINGS, ORGANIZATIONS
WHICH CARRY ON ACTIVIT IES WHICH ARE CAPABLE
OF BEING REASONABLY REGARDED AS INTENDED TO AFFECT
PUBLI C SUPPORT FOR A POLITICAL PARTY IN ANY
EU MEMBER STATE OR TO INFLUENCE VOTERS IN RELATION
TO ANY REFERENDUM IN ANY EU MEMBER STATE. AS
A RESULT, IT IS POSSI BLE THAT EU POLITICAL ORGANIZATIONS
MAY INCLUDE, FOR EXAMPLE, BODIES CONCERNED WITH
POLICY REVIEW AND LAW REFORM, WITH THE REPRESENTATION
OF THE BUSINESS CO MMUNITY OR SECTIONS OF IT
OR WITH THE REPRESENTATION OF OTHER COMMUNITIES
OR S PECIAL INTEREST GROUPS WHICH IT MAY BE IN
THE GROUP S INTEREST TO SUPPORT. THE ACT REQUIRES
THAT THIS AUTHORIZING RESOLUTION SHOULD NOT PURPORT
TO AUTHORIZE PARTICULAR DONATIONS OR EXPENDITURE.
HOWEVER, THE ACT ALSO REQUIRES DISCLOSUR E IN
THE ANNUAL REPORT OF THE COMPANY OF PARTICULARS
IN RESPECT OF ANY DONATIO N MADE TO AN EU POLITICAL
ORGANIZATION OR ANY EU POLITICAL EXPENDITURE
INCURRE D WHICH IS IN EXCESS OF GBP 200 AND IF
ANY SUCH DONATION IS MADE OR EXPENDITUR E INCURRED
THIS WILL BE DISCLOSED IN THE COMPANY S ANNUAL
REPORT FOR NEXT YEAR AND, AS APPROPRIATE, SUCCEEDING
YEARS. THE COMPANY CONSIDERS THAT THE AUTHORI
TY SOUGHT UNDER RESOLUTION 10 TO ALLOW IT OR
ITS SUBSIDIARIES TO INCUR THIS TY PE OF EXPENDITURE
UP TO AN AGGREGATE LIMIT OF GBP 100,000 IS NECESSARY,
PRINCI PALLY TO ENSURE THAT, BECAUSE OF THE UNCERTAINTY
OVER WHICH BODIES ARE COVERED BY THE DEFINITION
OF EU POLITICAL ORGANIZATION, THE COMPANY DOES
NOT UNINTENT IONALLY BREACH THE ACT. NO DONATIONS
OR EXPENDITURE OF THE TYPE REQUIRING DISC LOSURE
UNDER THE ACT WERE MADE IN THE YEAR ENDED 31
MAR 2004 NOR ARE ANY CONTE MPLATED BUT, ON A
PRECAUTIONARY BASIS, THE DIRECTORS BELIEVE IT
IS APPROPRIATE TO REQUEST THE AUTHORITY SOUGHT
11. AUTHORITY TO ALLOT SHARES - UNDER SECTION 80 Management For
OF THE COMPANIES ACT 1985, DIRECT ORS ARE, WITH
CERTAIN EXCEPTIONS, UNABLE TO ALLOT RELEVANT
SECURITIES WITHOUT THE AUTHORITY OF THE SHAREHOLDERS
IN A GENERAL MEETING. RELEVANT SECURITIES AS
DEFINED IN THE COMPANIES ACT 1985 INCLUDE THE
COMPANY S ORDINARY SHARES OR SE CURITIES CONVERTIBLE
INTO THE COMPANY S ORDINARY SHARES. THIS RESOLUTION
AUTHO RIZES THE DIRECTORS TO ALLOT UP TO 9,000,000,000
ORDINARY SHARES FOR THE PERIO D ENDING ON THE
EARLIER OF 27 OCT 2005 OR THE COMPANY S ANNUAL
GENERAL MEETING IN 2005. THE AUTHORITY REPRESENTS
APPROXIMATELY 13.2% OF THE SHARE CAPITAL IN ISSUE
AT 24 MAY 2004. THIS PERCENTAGE EXCLUDES 800,000,000
ORDINARY SHARES HE LD IN TREASURY AT THAT DATE,
WHICH REPRESENTED 1.2% OF THE SHARE CAPITAL IN
IS SUE AT 24 MAY 2004. THIS AUTHORITY COMPLIES
WITH GUIDELINES ISSUED BY INVESTOR BODIES. THE
DIRECTORS HAVE NO IMMEDIATE PLANS TO MAKE USE
OF THIS AUTHORITY, OTHER THAN TO FULFILL THE
COMPANY S OBLIGATIONS UNDER ITS EXECUTIVE AND
EMPLOY EE SHARE PLANS
S.12 DISAPPLICATION OF PRE-EMPTION RIGHTS - SECTION Management For
89 OF THE COMPANIES ACT 1985 IM POSES RESTRICTIONS
ON THE ISSUE OF EQUITY SECURITIES (AS DEFINED
IN THE COMPAN IES ACT 1985, WHICH INCLUDE THE
COMPANY S ORDINARY SHARES) WHICH ARE, OR ARE
T O BE, PAID UP WHOLLY IN CASH AND NOT FIRST
OFFERED TO EXISTING SHAREHOLDERS. T HE COMPANY
S ARTICLES OF ASSOCIATION ALLOW SHAREHOLDERS
TO AUTHORIZE DIRECTORS FOR A PERIOD UP TO FIVE
YEARS TO ALLOT (A) RELEVANT SECURITIES GENERALLY
UP T O AN AMOUNT FIXED BY THE SHAREHOLDERS AND
(B) EQUITY SECURITIES FOR CASH OTHER THAN IN
CONNECTION WITH A RIGHTS ISSUE UP TO AN AMOUNT
SPECIFIED BY THE SHARE HOLDERS AND FREE OF THE
RESTRICTION IN SECTION 89. IN ACCORDANCE WITH
INSTITUT IONAL INVESTOR GUIDELINES THE AMOUNT
OF EQUITY SECURITIES TO BE ISSUED FOR CAS H OTHER
THAN IN CONNECTION WITH A RIGHTS ISSUE IS RESTRICTED
TO 5% OF THE EXIS TING ISSUED ORDINARY SHARE
CAPITAL. RESOLUTION 12 IS CONDITIONAL ON RESOLUTION
11 HAVING BEEN PASSED AND WILL BE PROPOSED AS
A SPECIAL RESOLUTION. IT AUTHOR IZES THE DIRECTORS
TO ALLOT UP TO 3,300,000,000 ORDINARY SHARES
FOR CASH WITHO UT FIRST BEING REQUIRED TO OFFER
THEM TO EXISTING SHAREHOLDERS FOR THE PERIOD
ENDING ON THE EARLIER OF 27 OCT 2005 OR THE COMPANY
S ANNUAL GENERAL MEETING I N 2005. THE AUTHORITY
REPRESENTS APPROXIMATELY 4.83% OF THE SHARE CAPITAL
IN I SSUE AT 24 MAY 2004 AND COMPLIES WITH GUIDELINES
ISSUED BY INVESTOR BODIES. TH E DIRECTORS HAVE
NO IMMEDIATE PLANS TO MAKE USE OF THIS AUTHORITY,
OTHER THAN TO FULFILL THE COMPANY S OBLIGATIONS
UNDER ITS EXECUTIVE AND EMPLOYEE SHARE PL ANS
S.13 APPROVAL OF MARKET PURCHASES OF ORDINARY SHARES Management For
- IN CERTAIN CIRCUMSTANCES IT MAY BE ADVANTAGEOUS
FOR THE COMPANY TO PURCHASE ITS OWN SHARES. RESOLUTION
13, WHICH WILL BE PROPOSED AS A SPECIAL RESOLUTION,
APPROVES THE PURCHASE BY THE COMPANY OF UP TO
6,600,000,000 ORDINARY SHARES AT A PRICE NOT
EXCEEDING 105% O F THE AVERAGE MIDDLE MARKET
CLOSING PRICE OF SUCH SHARES ON THE FIVE DEALING
D AYS PRIOR TO THE DATE OF PURCHASE. SIMILAR
RESOLUTIONS HAVE BEEN APPROVED BY S HAREHOLDERS
AT PREVIOUS ANNUAL GENERAL MEETINGS OF THE COMPANY.
THE DIRECTORS WILL USE THIS AUTHORITY ONLY AFTER
CAREFUL CONSIDERATION, TAKING INTO ACCOUNT MARKET
CONDITIONS PREVAILING AT THE TIME, OTHER INVESTMENT
OPPORTUNITIES, APPR OPRIATE GEARING LEVELS AND
THE OVERALL POSITION OF THE COMPANY. THE DIRECTORS
WILL ONLY PURCHASE SUCH SHARES AFTER TAKING INTO
ACCOUNT THE EFFECTS ON EARNIN GS PER SHARE AND
THE BENEFIT FOR SHAREHOLDERS. RESOLUTION 13 SPECIFIES
THE MAX IMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED
AND THE MAXIMUM AND MINIMUM PRICES AT WHICH THEY
MAY BE BOUGHT. THE DIRECTORS INTEND TO SEEK THE
RENEWAL OF THES E POWERS AT SUBSEQUENT ANNUAL
GENERAL MEETINGS. THE TOTAL NUMBER OF OPTIONS
TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY
2004 WAS 1,349,727,388. THIS REPRE SENTS 1.98%
OF THE ISSUED CAPITAL AT THAT DATE. IF THE COMPANY
WAS TO BUY BACK THE MAXIMUM NUMBER OF SHARES
PERMITTED PURSUANT TO THIS RESOLUTION, THEN THE
TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES
OUTSTANDING AT 24 MAY 2004 WOU LD REPRESENT 2.2%
OF THE REDUCED ISSUED SHARE CAPITAL. THE COMPANIES
(ACQUISIT ION OF OWN SHARES) (TREASURY SHARES)
REGULATIONS 2003 (THE REGULATIONS ) CAME INTO
FORCE ON 1 DEC 2003. THE REGULATIONS ALLOW COMPANIES
TO HOLD SUCH SHARES ACQUIRED BY WAY OF MARKET
PURCHASE IN TREASURY RATHER THAN HAVING TO CANCEL
T HEM. NO DIVIDENDS ARE PAID ON SHARES WHILE
HELD IN TREASURY AND NO VOTING RIGH TS ATTACH
TO TREASURY SHARES. WHILST IN TREASURY, THE SHARES
ARE TREATED AS IF CANCELLED. ON 18 NOV 2003,
THE COMPANY ANNOUNCED ITS INTENTION TO IMPLEMENT
A SHARE PURCHASE PROGRAMME AND THE DIRECTORS
ALLOCATED GBP 2.5 BILLION TO THE P ROGRAMME.
ON VARIOUS DATES BEGINNING ON 1 DEC 2003, THE
COMPANY HAS MADE MARKE T PURCHASES OF ITS ORDINARY
SHARES IN ACCORDANCE WITH THE APPROVAL GIVEN
BY SH AREHOLDERS AT THE ANNUAL GENERAL MEETING
ON 30 JUL 2003. AS AT 31 MAR 2004, GB P 1.1 BILLION
OF ORDINARY SHARES HAD BEEN PURCHASED IN THIS
WAY AND HELD IN TR EASURY.
S.14 APPROVAL OF CONTINGENT PURCHASE CONTRACTS AND Management For
OFF-MARKET PURCHASES BY THE COMP ANY OF ORDINARY
SHARES - UNDER THE RULES OF THE UK LISTING AUTHORITY
(THE LIST ING RULES) THE COMPANY MAY NOT PURCHASE
ITS SHARES AT A TIME WHEN ANY DIRECTOR IS IN
RECEIPT OF UNPUBLISHED PRICE SENSITIVE INFORMATION
ABOUT THE COMPANY. A CCORDINGLY, NO PURCHASES
OF SHARES WERE MADE IN THE PERIOD FROM 1 APR
2004 UP TO THE ANNOUNCEMENT OF THE FULL YEAR
RESULTS ON 25 MAY 2004 OR AT CERTAIN OTHE R TIMES
WHEN THE DIRECTORS MIGHT HAVE BEEN IN RECEIPT
OF UNPUBLISHED PRICE SEN SITIVE INFORMATION.
THIS INEVITABLY REDUCED THE NUMBER OF SHARES
THE COMPANY W AS ABLE TO PURCHASE UNDER THE SHARE
PURCHASE PROGRAMME. IN ORDER TO ENSURE MAX IMUM
FLEXIBILITY TO UTILIZE THE INCREASED SHARE PURCHASE
PROGRAMME THE COMPANY HAS CONSIDERED A NUMBER
OF METHODS TO ALLOW IT TO BUY SHARES FROM 1 OCT
2004 TO THE ANNOUNCEMENT OF ITS INTERIM RESULTS
AND FROM 1 APR 2005 TO THE ANNOUNCE MENT OF ITS
FULL YEAR RESULTS (THE CLOSE PERIODS). ONE METHOD
IS FOR THE COMPA NY TO SELL PUT OPTIONS (A CONTRACT
WHICH GIVES ONE PARTY THE OPTION TO REQUIRE THE
OTHER TO PURCHASE SHARES AT A PREDETERMINED PRICE
ON A SET DATE IN THE FU TURE) PRIOR TO CLOSE
PERIODS, WITH THE EXERCISE DATES FOR SUCH PUT
OPTIONS FAL LING IN THE NEXT CLOSE PERIOD (THE
PUT OPTIONS). THIS WOULD EFFECTIVELY ALLOW THE
COMPANY TO PURCHASE SHARES, PROVIDED THE PUT
OPTIONS WERE EXERCISED, WITHO UT BREACHING THE
LISTING RULES. ANOTHER METHOD TO PURCHASE SHARES,
WHICH DOES NOT REQUIRE SHAREHOLDER APPROVAL,
WOULD BE TO PLACE IRREVOCABLE MARKET ORDERS WITH
COUNTERPARTIES PRIOR TO THE CLOSE PERIOD. UNDER
THE PROVISIONS OF SECTIO NS 164 AND 165 OF THE
COMPANIES ACT 1985, THE PUT OPTIONS ARE CONTINGENT
PURCH ASE CONTRACTS AND OFF-MARKET PURCHASES
BY THE COMPANY AND ACCORDINGLY RESOLUTI ON 14,
WHICH WILL BE PROPOSED AS A SPECIAL RESOLUTION,
SEEKS SHAREHOLDER APPRO VAL TO THE TERMS OF THE
CONTRACTS (THE CONTINGENT PURCHASE CONTRACTS)
TO BE EN TERED INTO BETWEEN THE COMPANY AND EACH
OF BARCLAYS BANK PLC, CALYON, CITIGROU P GLOBAL
MARKETS U.K. EQUITY LIMITED, COMMERZBANK AG,
DEUTSCHE BANK AG LONDON BRANCH, J.P. MORGAN SECURITIES
LTD., LEHMAN BROTHERS INTERNATIONAL (EUROPE),
T HE TORONTO-DOMINION BANK LONDON BRANCH AND
UBS AG (EACH A BANK), DRAFTS OF WHI CH WILL BE
PRODUCED TO THE AGM.* EACH CONTINGENT PURCHASE
CONTRACT WILL CONSIS T OF THREE DOCUMENTS: A
STANDARD ISDA MASTER AGREEMENT AND SCHEDULE PLUS
A FOR M OF CONFIRMATION.* EACH CONTINGENT PURCHASE
CONTRACT WILL GIVE THE BANK THE R IGHT, BUT NOT
THE OBLIGATION, TO REQUIRE THE COMPANY TO PURCHASE
UP TO A MAXIM UM OF 25 MILLION OF THE COMPANY
S ORDINARY SHARES.* EACH CONTINGENT PURCHASE
C ONTRACT WILL BE ENTERED INTO OUTSIDE A CLOSE
PERIOD BUT BE EXERCISABLE DURING THE NEXT CLOSE
PERIOD BY THE BANK. ACCORDINGLY, THE MINIMUM
AND MAXIMUM AMOUNT OF TIME BETWEEN A CONTINGENT
PURCHASE CONTRACT BEING ENTERED INTO AND THE
PUT OPTION POTENTIALLY BEING EXERCISED IS 1 DAY
AND 5 MONTHS RESPECTIVELY.* SHOUL D SHAREHOLDER
APPROVAL BE GRANTED, ANY NUMBER OF CONTINGENT
PURCHASE CONTRACTS MAY BE ENTERED INTO WITH EACH
BANK AT ANY TIME, PROVIDED THAT: - THE TOTAL
MA XIMUM NUMBER OF SHARES WHICH THE COMPANY CAN
BE OBLIGED TO PURCHASE PURSUANT T O ALL THE CONTINGENT
PURCHASE AGREEMENTS IS 660 MILLION; - THE TOTAL
COST OF T HE SHARES THAT THE COMPANY PURCHASES
DOES NOT EXCEED GBP 750 MILLION (INCLUDIN G COSTS
BUT AFTER DEDUCTING PREMIA RECEIVED); - THE MAXIMUM
PRICE (EXCLUDING E XPENSES) THAT CAN BE PAID
FOR ANY SHARE IS AN AMOUNT EQUAL TO 105% OF THE
AVER AGE MIDDLE MARKET CLOSING PRICE OF THE COMPANY
S SHARES AS DERIVED FROM THE OF FICIAL LIST OF
THE LONDON STOCK EXCHANGE FOR THE FIVE DAYS IMMEDIATELY
PRECEDI NG THE DAY ON WHICH THE CONTINGENT PURCHASE
CONTRACT WAS ENTERED INTO AND WILL BE LESS THAN
THE MIDDLE MARKET SHARE PRICE AT THE TIME THE
CONTINGENT PURCHAS E CONTRACT WAS ENTERED INTO;
- THE MINIMUM PRICE THAT CAN BE PAID FOR ANY
SHAR E IS USD 0.10; AND - ONLY ONE CONTINGENT
PURCHASE CONTRACT WILL SETTLE ON ANY PARTICULAR
DAY.* UNDER EACH CONTINGENT PURCHASE CONTRACT
A PREMIUM IS PAYABLE IN ADVANCE BY THE BANK TO
THE COMPANY. THE PREMIUM WILL BE FIXED IN ACCORDANCE
WITH A FORMULA, THE INPUTS FOR WHICH WILL BE
BASED ON MARKET PRICES FOR THE C OMPANY S SHARE
PRICE AND THE RISK FREE RATE FOR STERLING. THE
COMPANY WILL CHO OSE THE PURCHASE PRICE AND THE
TIME TO MATURITY OF THE OPTION, BOTH SUBJECT
TO THE RESTRICTIONS ABOVE. THE FORMULA IS BASED
ON THE BLACK-SCHOLES FORMULA, WH ICH IS COMMONLY
USED TO PRICE OPTIONS. ALL THE INPUTS TO THIS
FORMULA, WITH TH E EXCEPTION OF VOLATILITY, ARE
TAKEN FROM PUBLIC INFORMATION SOURCES, SUCH AS
BLOOMBERG OR REUTERS. THE BANK WILL PROVIDE THE
VOLATILITY ON THE DAY ON WHICH THE CONTINGENT
PURCHASE CONTRACT IS ENTERED INTO WITH SUCH BANK.
THE COMPANY WILL NOT ENTER INTO A CONTINGENT
PURCHASE CONTRACT IF THE ANNUALIZED VOLATILIT
Y OF ITS ORDINARY SHARES IS LESS THAN 20 PER
CENT, WHICH IS LESS THAN ITS RECE NT LEVELS.*
SHARES PURCHASED VIA A CONTINGENT PURCHASE CONTRACT
WILL REDUCE TH E NUMBER OF SHARES THAT THE COMPANY
WILL PURCHASE UNDER RESOLUTION 13 ABOVE. N O
SHARES WILL BE PURCHASED UNDER RESOLUTION 13
ON THE SAME DAY THAT A CONTINGE NT PURCHASE CONTRACT
IS ENTERED INTO.* THE AUTHORITY GRANTED TO THE
COMPANY UN DER THIS RESOLUTION WILL EXPIRE AT
THE CONCLUSION OF THE AGM OF THE COMPANY HE LD
IN 2005 OR ON 27 OCT 2005, WHICHEVER IS EARLIER,
UNLESS SUCH AUTHORITY WAS RENEWED PRIOR TO THAT
TIME (EXCEPT IN RELATION TO THE PURCHASE OF ORDINARY
SHA RES THE CONTINGENT PURCHASE CONTRACT FOR
WHICH WAS CONCLUDED BEFORE THE EXPIRY OF SUCH
AUTHORITY AND WHICH MIGHT BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXP IRY).* THE CONTINGENT
PURCHASE CONTRACTS WILL ALWAYS, WHERE THE PUT
OPTION IS EXERCISED, BE PHYSICALLY SETTLED BY
DELIVERY OF SHARES TO THE COMPANY (EXCEPT IN
THE CASE OF CERTAIN EVENTS OF DEFAULT).* THE
COMPANIES (ACQUISITION OF OWN SHARES) (TREASURY
SHARES) REGULATIONS 2003 ALLOW COMPANIES TO HOLD
SUCH SHARES ACQUIRED BY WAY OF MARKET PURCHASE
IN TREASURY. THE COMPANY WILL HOLD ANY OF ITS
OWN SHARES THAT IT PURCHASES PURSUANT TO THE
AUTHORITY CONFERRED BY THIS R ESOLUTION AS TREASURY
STOCK. THIS WOULD GIVE THE COMPANY THE ABILITY
TO RE-ISS UE TREASURY SHARES QUICKLY AND COST-EFFECTIVELY
AND WOULD PROVIDE THE COMPANY WITH ADDITIONAL
FLEXIBILITY IN THE MANAGEMENT OF ITS CAPITAL
BASE. NO DIVIDEND S WILL BE PAID ON SHARES WHILST
HELD IN TREASURY AND NO VOTING RIGHTS WILL ATT
ACH TO THE TREASURY SHARES. WHILST IN TREASURY,
THE SHARES ARE TREATED AS IF C ANCELLED. THE
TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES
OUTSTANDING AT 24 MAY 2004 WAS 1,349,727,388.
THIS REPRESENTS 1.98% OF THE ISSUED CAPITAL AT
THAT DATE. IF THE COMPANY WAS TO BUY BACK THE
MAXIMUM NUMBER OF SHARES PERMITT ED PURSUANT
TO THIS RESOLUTION, THEN THE TOTAL NUMBER OF
OPTIONS TO SUBSCRIBE FOR SHARES OUTSTANDING AT
24 MAY 2004 WOULD REPRESENT 2.2% OF THE REDUCED
SHAR E CAPITAL. THE DIRECTORS WILL USE THIS AUTHORITY
ONLY AFTER CAREFUL CONSIDERAT ION, TAKING INTO
ACCOUNT MARKET CONDITIONS PREVAILING AT THE TIME,
OTHER INVES TMENT OPPORTUNITIES, APPROPRIATE
GEARING LEVELS AND THE OVERALL FINANCIAL POSI
TION OF THE COMPANY. THE DIRECTORS WILL ONLY
PURCHASE SUCH SHARES AFTER TAKING INTO ACCOUNT
THE EFFECTS ON EARNINGS PER SHARE AND THE BENEFIT
FOR SHAREHOLDE RS
- ------------------------------------------------------------------------------------------------------------------------------------
SCOTTISH AND SOUTHERN ENERGY PLC AGM Meeting Date: 07/29/2004
Issuer: G7885V109 ISIN: GB0007908733
SEDOL: 0790873, 5626832
- ------------------------------------------------------------------------------------------------------------------------------------
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 FYE 31 MAR 2004
2. APPROVE THE REMUNERATION REPORT FOR THE FY 31 Management For
MAR 2004
3. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For
OF 26.4 PENCE PER ORDINARY SHA RE
4. RE-ELECT MR. KEVIN SMITH AS A DIRECTOR OF THE Management For
COMPANY
5. RE-ELECT MR. HENRY CASLEY AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. IAN MARCHANT AS A DIRECTOR OF THE Management For
COMPANY
7. ELECT MR. ALLSTAIR PHILLIPS-DAVIES AS A DIRECTOR Management For
OF THE COMPANY
8. APPOINT KPMG AUDIT PLC AS THE AUDITORS OF THE Management For
COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF
THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS
ARE LAID BEFORE THE COMPANY
9. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT
1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2)
UP TO AN AGGR EGATE NOMINAL AMOUNT OF GBP142,917,261;
AUTHORITY EXPIRES AT THE CONCLUSION O F THE
NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIE S AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMEN T MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 9 4 WHOLLY FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 10, DISAP PLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS PO WER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS;
B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 21,436,740;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES AFTER THE EXPI RY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 12 Management For
OF THE ARTICLES OF ASSOCIATION A ND FOR THE PURPOSE
OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PU RCHASES SECTION 163(3) OF UP
TO 85,746,962 10% OF THE COMPANY S ISSUED ORDI
NARY SHARE CAPITAL ORDINARY SHARES OF 50P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
50P PER SHARE EXCLUSIVE OF EXPENSES AND NOT
MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE L
ONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHAS E
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EX PIRY
S.13 AMEND THE ARTICLES 8(A), 50(B), 59, 69, 123(D) Management For
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
14. AUTHORIZE THE DIRECTORS TO AMEND THE TRUST DEED Management For
AND THE RULES OF THE SCOTTISH AND SOUTHERN ENERGY
EMPLOYEE SHARE OWNERSHIP PLAN; AND THE RULES
OF SCOTTISH A ND SOUTHERN ENERGY PLC 2001 SHARESAVE
SCHEME
S.15 AMEND THE ARTICLE 51 OF THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE RIO Special Meeting Date: 08/18/2004
Issuer: 204412 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
I DELIBERATION OF THE PROPOSAL FOR A FORWARD SPLIT Shareholder For No
OF SHARES ISSUED BY THE COMPANY, SO THAT EACH
COMMON OR PREFERRED SHARE ISSUED BY THE COMPANY
WILL BE REPRESENTED BY THREE SHARES OF THE SAME
TYPE AND CLASS, AND THE CONSEQUENT ALTERATIONS
OF ARTICLES 5 AND 6 OF THE COMPANY BYLAWS.
II ELECTION, BY HOLDERS OF PREFERRED CLASS A SHARES, Management For No
OF ONE MEMBER AND HIS ALTERNATE FOR THE COMPANY
S FISCAL COUNCIL, DUE TO THE RESIGNATION OF THE
FISCAL COUNCIL MEMBERS ELECTED BY THIS CLASS
OF SHARES, AS WELL AS THE ELECTION BY THE COMMON
SHAREHOLDERS OF ONE ALTERNATE MEMBER, DUE TO
THE RESIGNATION OF ONE ALTERNATE MEMBER ELECTED
BY THE COMMON SHAREHOLDERS.
III RECTIFICATION OF THE TOTAL ANNUAL COMPENSATION Management For No
OF THE MEMBERS OF THE COMPANY S MANAGEMENT FIXED
BY THE ORDINARY GENERAL SHAREHOLDERS MEETING
HELD ON APRIL 28, 2004.
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TELEFON AB L.M.ERICSSON EGM Meeting Date: 08/31/2004
Issuer: W26049119 ISIN: SE0000108656
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
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.
1. ELECT THE CHAIRMAN OF THE MEETING Management
2. APPROVE THE PREPARATION AND THE VOTING LIST Management
3. APPROVE THE AGENDA OF THE MEETING Management
4. APPROVE TO DETERMINE AS TO WHETHER THE MEETING Management
HAS BEEN ANNOUNCED
5. ELECT TWO PERSONS TO APPROVE THE MINUTES Management
6. AMEND SECTION 6 IN THE ARTICLES OF ASSOCIATION Management
IN ACCORDANCE WITH THE VOTING R IGHT FOR EACH
SHARE OF SERIES B IS CHANGED FROM ONE THOUSANDTH
PART OF ONE VOT E TO ONE TENTH PART OF ONE VOTE
AND ONE SHARE OF SERIES B MAY BE CONVERTED TO
ONE SHARE OF SERIES A DURING THE PERIOD AS SPECIFIED,
BY THE HOLDERS OF A SPEC IAL CONVERSION RIGHT
AND THE COMPANY SHALL APPLY FOR THE REGISTRATION
OF THE C ONVERSION ONCE A MONTH DURING THE PERIOD;
AND THE ISSUE OF THE CONVERSION RIGH TS TO EACH
HOLDER OF A SHARE OF SERIES A AND EACH SHARE
OF SERIES A WILL ENTIT LE TO ONE CONVERSION RIGHT
AND EACH CONVERSION RIGHT ENTITLES THE HOLDER
TO CO NVERT ONE SHARE OF SERIES B TO ONE SHARE
OF SERIES ON THE TERMS STATED IN THE AMENDMENTS
OF 6; AND EACH REGISTERED HOLDER FOR EACH SHARE
OF SERIES A, RECEIV E A CONVERSION RIGHT
7. APPROVE THE ABANDONMENT OF SHARES OF THE SERIES Management
A AND THE COMPENSATION FOR THE DIFFERENCE IN
THE SHARE PRICE BETWEEN THE SHARES OF SERIES
A AND B SHOULD BE PAID WITH AN AMOUNT EQUALING
SUCH DIFFERENCE, COMPENSATION SHOULD BE PAID
IN T HE SHARES OF SERIES B
8. CLOSING OF THE MEETING Management
* PLEASE NOTE THAT IF YOUR SHARES ARE HELD IN A Non-Voting
BLOCKING MARKET THEY MIGHT BE BL OCKED FOR THIS
MEETING. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
T.E.R.N.A.- TRASMISSIONE ELETTRICITA' RETE NAZIONALE SPA, ROMA OGM Meeting Date: 09/16/2004
Issuer: T9471R100 ISIN: IT0003242622 BLOCKING
SEDOL: B01BN57, B05PS27
- ------------------------------------------------------------------------------------------------------------------------------------
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
18 SEP 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. APPROVE THE NUMBER OF DIRECTORS Management
2. APPOINT NEW DIRECTORS Management
- ------------------------------------------------------------------------------------------------------------------------------------
ICICI BANK LTD AGM Meeting Date: 09/20/2004
Issuer: Y38575109 ISIN: INE090A01013
SEDOL: 6100368
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE, APPROVE AND ADOPT THE AUDITED PROFIT Management For
AND LOSS ACCOUNT FOR THE FYE 31 MAR 2004 AND
THE BALANCE SHEET AS AT THAT DATE TOGETHER WITH
THE REPORTS OF TH E 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. UDAY M. CHITALE AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
5. RE-APPOINT MR. L.N. MITTAL AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. RE-APPOINT MR. P.M. SINHA AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
7. APPOINT MR. S.B. MATHUR AS A DIRECTOR OF THE Management For
COMPANY, UNDER THE PROVISIONS OF SECTION 257
OF THE COMPANIES ACT 1956 AND IS LIABLE TO RETIRE
BY ROTATION
8. APPOINT, PURSUANT TO THE PROVISIONS OF SECTION Management For
224,225 AND OTHER APPLICABLE PR OVISIONS, IF
ANY, OF THE COMPANIES ACT 1956 AND THE BANKING
REGULATION ACT 194 9, S.R. BATLIBOI & CO., CHARTERED
ACCOUNTANTS, AS THE STATUTORY AUDITORS OF TH
E COMPANY, TO HOLD OFFICE FROM THE CONCLUSION
OF THIS MEETING UNTIL THE CONCLU SION OF THE
NEXT AGM OF THE COMPANY, ON A REMUNERATION INCLUDING
TERMS OF PAY MENT TO BE FIXED BY THE BOARD OF
DIRECTORS OF THE COMPANY, BASED ON THE RECOM
MENDATION OF THE AUDIT COMMITTEE, PLUS SERVICE
TAX AND SUCH OTHER TAX(ES), AS MAY BE APPLICABLE
AND REIMBURSEMENT OF ALL OUT-OF-POCKET EXPENSES
IN CONNECTIO N WITH THE AUDIT OF THE ACCOUNTS
OF THE COMPANY FOR THE YE 31 MAR 2005
9. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For
PURSUANT TO THE PROVISIONS OF SECTION 228 AND
OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES
ACT 195 6 AND THE BANKING REGULATION ACT 1949,
TO APPOINT BRANCH AUDITORS, AS AND WHEN REQUIRED,
IN CONSULTATION WITH THE STATUTORY AUDITORS,
TO AUDIT THE ACCOUNTS IN RESPECT OF THE COMPANY
S BRANCHES/OFFICES IN INDIA AND ABROAD AND TO
FIX TH EIR REMUNERATION INCLUDING TERMS OF PAYMENT
, BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE,
PLUS SERVICE TAX AND SUCH OTHER TAX(ES), AS MAY
BE APPLIC ABLE AND REIMBURSEMENT OF ALL OUT-OF-POCKET
EXPENSES IN CONNECTION WITH THE AU DIT
10. APPOINT MR. V. PREM WATSA AS A DIRECTOR OF THE Management For
COMPANY, UNDER THE PROVISIONS O F SECTION 257
OF THE COMPANIES ACT 1956 AND LIABLE TO RETIRE
BY ROTATION
11. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
PASSED BY THE MEMBERS AT 8T H AGM ON 16 SEP 2002
OF THE NOTICE CONVENING THAT MEETING, RELATING
TO THE APP OINTMENT AND PAYMENT OF REMUNERATION
TO MR. K.V. KAMATH AS THE MANAGING DIRECT OR
& CEO, THE SALARY RANGE OF MR. K.V. KAMATH, EFFECTIVE
01 APR 2004 BE REVISE D TO INR 600,000
INR 1,050,000 PER MONTH AND THE PERFORMANCE
BONUS TO BE PAID TO HIM BE MODIFIED FROM 100%
OF THE ANNUAL SALARY TO THE AVERAGE PERC ENTAGE
OF PERFORMANCE BONUS PAID TO THE EMPLOYEES, SUBJECT
TO SUCH APPROVALS A S MAY BE REQUIRED, OTHER
TERMS AND CONDITIONS OF THE APPOINTMENT REMAINING
THE SAME; AUTHORIZE THE BOARD OR ANY COMMITTEE
THEREOF TO DECIDE THE REMUNERATION SALARY, PERQUISITES
AND BONUS PAYABLE TO MR. K.V. KAMATH, WITHIN
THE TERMS APPROVED BY THE MEMBERS AT THEIR AGM
HELD ON 16 SEP 2002
12. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
PASSED BY THE MEMBERS AT TH EIR EGM ON 12 MAR
2004 OF THE NOTICE CONVENING THAT MEETING, RELATING
TO THE R E-APPOINTMENT OF MS. LALITA D. GUPTE
AS THE JOINT MANAGING DIRECTOR, THE SALAR Y RANGE
OF MS. LALITA D. GUPTE, EFFECTIVE 01 APR 2004
BE REVISED TO INR 400,00 0 INR 900,000
PER MONTH AND THE PERFORMANCE BONUS TO BE PAID
TO HIM B E MODIFIED FROM 100% OF THE ANNUAL SALARY
TO THE AVERAGE PERCENTAGE OF PERFORM ANCE BONUS
PAID TO THE EMPLOYEES, SUBJECT TO SUCH APPROVALS
AS MAY BE REQUIRED , OTHER TERMS AND CONDITIONS
OF THE RE-APPOINTMENT REMAINING THE SAME; AUTHORI
ZE THE BOARD OR ANY COMMITTEE THEREOF TO DECIDE
THE REMUNERATION SALARY, PERQ UISITES AND BONUS
PAYABLE TO MS. LALITA D. GUPTE, WITHIN THE TERMS
APPROVED B Y THE MEMBERS AT THEIR EGM HELD ON
12 MAR 2004
13. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
PASSED BY THE MEMBERS AT 8T H AGM ON 16 SEP 2002
OF THE NOTICE CONVENING THAT MEETING, RELATING
TO THE APP OINTMENT AND PAYMENT OF REMUNERATION
TO MS. KALPANA MORPARIA AS THE EXECUTIVE DIRECTOR
SINCE ELEVATED AS THE DEPUTY MANAGING DIRECTOR
EFFECTIVE 01 FEB 2004 , THE SALARY RANGE OF MS.
KALPANA MORPARIA, EFFECTIVE 01 APR 2004 BE REVISED
TO INR 300,000 INR 900,000
PER MONTH AND THE PERFORMANCE BO NUS TO BE PAID
TO HIM BE MODIFIED FROM 100% OF THE ANNUAL SALARY
TO THE AVERAG E PERCENTAGE OF PERFORMANCE BONUS
PAID TO THE EMPLOYEES, SUBJECT TO SUCH APPRO
VALS AS MAY BE REQUIRED, OTHER TERMS AND CONDITIONS
OF THE APPOINTMENT REMAINI NG THE SAME; AUTHORIZE
THE BOARD OR ANY COMMITTEE THEREOF TO DECIDE
THE REMUNE RATION SALARY, PERQUISITES AND BONUS
PAYABLE TO MS. KALPANA MORPARIA, WITHIN THE
TERMS APPROVED BY THE MEMBERS AT THEIR AGM HELD
ON 16 SEP 2002
14. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
PASSED BY THE MEMBERS AT 8T H AGM ON 16 SEP 2002
OF THE NOTICE CONVENING THAT MEETING, RELATING
TO THE PAY MENT OF REMUNERATION TO MS. CHANDA
D. KOCHHAR AS THE EXECUTIVE DIRECTOR, THE S ALARY
RANGE OF MS. CHANDA D. KOCHHAR, EFFECTIVE 01
APR 2004 BE REVISED TO INR 200,000
INR 500,000 PER MONTH AND THE PERFORMANCE
BONUS TO BE PAID TO HIM BE MODIFIED FROM 100%
OF THE ANNUAL SALARY TO THE AVERAGE PERCE NTAGE
OF PERFORMANCE BONUS PAID TO THE EMPLOYEES, SUBJECT
TO SUCH APPROVALS AS MAY BE REQUIRED, OTHER TERMS
AND CONDITIONS OF THE APPOINTMENT REMAINING THE
SAME; AUTHORIZE THE BOARD OR ANY COMMITTEE THEREOF
TO DECIDE THE REMUNERATION SALARY, PERQUISITES
AND BONUS PAYABLE TO MS. CHANDA D. KOCHHAR,
WITHIN THE T ERMS APPROVED BY THE MEMBERS AT
THEIR AGM HELD ON 16 SEP 2002
15. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
PASSED BY THE MEMBERS AT 8T H AGM ON 16 SEP 2002
OF THE NOTICE CONVENING THAT MEETING, RELATING
TO THE PAY MENT OF REMUNERATION TO DR. NACHIKET
MOR AS THE EXECUTIVE DIRECTOR, THE SALARY RANGE
OF DR. NACHIKET MOR, EFFECTIVE 01 APR 2004 BE
REVISED TO INR 200,000 INR 500,000 PER MONTH
AND THE PERFORMANCE BONUS TO BE PAID TO HIM BE
MODIFIED FROM 100% OF THE ANNUAL SALARY TO THE
AVERAGE PERCENTAGE OF P ERFORMANCE BONUS PAID
TO THE EMPLOYEES, SUBJECT TO SUCH APPROVALS AS
MAY BE RE QUIRED, OTHER TERMS AND CONDITIONS
OF THE APPOINTMENT REMAINING THE SAME; AUTH ORIZE
THE BOARD OR ANY COMMITTEE THEREOF TO DECIDE
THE REMUNERATION SALARY, P ERQUISITES AND BONUS
PAYABLE TO DR. NACHIKET MOR, WITHIN THE TERMS
APPROVED B Y THE MEMBERS AT THEIR AGM HELD ON
16 SEP 2002
S.16 AUTHORIZE THE BOARD OF THE COMPANY, PURSUANT Management For
TO PROVISIONS OF SECTION 81 OF TH E COMPANIES
ACT 1956, IN ACCORDANCE WITH THE PROVISION OF
THE MEMORANDUM AND A RTICLES OF ASSOCIATION OF
THE COMPANY AND REGULATIONS/GUIDELINES PRESCRIBED
BY SECURITIES AND EXCHANGE BOARD OF INDIA OR
ANY OTHER RELEVANT AUTHORITY FROM T IME TO TIME
TO EXTENT APPLICABLE AND SUBJECT TO SUCH APPROVALS,
CONSENTS PERMI SSIONS AND SANCTIONS AND SUBJECT
TO SUCH CONDITIONS AS MAY BE PRESCRIBED BY AN
Y OF THEM WHILE GRANTING SUCH APPROVALS, CONSENTS,
PERMISSIONS AND SANCTIONS, WHICH THE BOARD OF
DIRECTORS OF THE COMPANY BOARD IS AUTHORIZED
TO ACCEPT, T O CREATE, OFFER, ISSUE AND ALLOT
TO OR FOR THE BENEFIT OF SUCH PERSON(S) AS AR
E IN THE PERMANENT EMPLOYMENT AND THE DIRECTOR
INCLUDING THE WHOLETIME DIRECT ORS OF THE COMPANY,
AT ANY TIME, EQUITY SHARES OF THE COMPANY AND/OR
WARRANTS WITH AN OPTION EXERCISABLE BY THE WARRANT-HOLDER
TO SUBSCRIBE FOR EQUITY SHAR ES/EQUITY LINKED
SECURITIES AND/OR BONDS, DEBENTURES, PREFERENCE
SHARES OR OTH ER SECURITIES CONVERTIBLE INTO
EQUITY SHARES AT SUCH PRICE, IN SUCH MANNER DUR
ING SUCH PERIOD, IN ONE OR MORE TRANCHES AND
ON SUCH TERMS AND CONDITIONS AS T HE BOARD MAY
DECIDE PRIOR TO ISSUE AND OFFER THEREOF, FOR,
OR WHICH UPON EXERC ISE OR CONVERSION COULD GIVE
RISE TO THE ISSUE OF A NUMBER OF EQUITY SHARES
NO T EXCEEDING IN AGGREGATE INCLUDING ANY EQUITY
SHARES ISSUED PURSUANT TO THE R ESOLUTION 17
, 5% OF THE AGGREGATE OF THE NUMBER OF ISSUED
EQUITY SHARES OF TH E COMPANY FROM TIME TO TIME
ON THE DATE(S) OF THE GRANT OF OPTION(S) UNDER
ICI CI BANK EMPLOYEES STOCK OPTION SCHEME ESOS
AS PLACED AT THE MEETING; APPROVE THAT, SUBJECT
TO THE TERMS STATED HEREIN, THE EQUITY SHARES
ALLOTTED PURSUANT TO THE AFORESAID RESOLUTION
WILL IN ALL RESPECTS RANK PARI PASSU INTER SE
AS ALSO WITH THE THEN EXISTING EQUITY SHARES
OF THE COMPANY; AUTHORIZE THE BOARD ON BEHALF
OF THE COMPANY, FOR THE PURPOSE OF GIVING EFFECT
TO ANY CREATION, OF FER, ISSUE OR ALLOTMENT OF
EQUITY SHARES OR SECURITIES OR INSTRUMENTS REPRESEN
TING THE SAME, AS SPECIFIED, TO DO ALL SUCH ACTS,
DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS ABSOLUTE
DISCRETION, DEEM NECESSARY OR DESIRABLE FOR SUCH
PURP OSE AND WITH POWER ON BEHALF OF THE COMPANY
TO SETTLE ALL QUESTIONS, DIFFICULT IES OR DOUBTS
THAT MAY ARISE IN REGARD TO SUCH ISSUE(S) OR
ALLOTMENT(S) INCLU DING TO AMEND OR MODIFY ANY
OF THE TERMS OF SUCH ISSUE OR ALLOTMENT , AS
IF MA Y, IN ITS ABSOLUTE DISCRETION DEEM FIT
WITHOUT BEING REQUIRED TO SEEK ANY FURT HER CONSENT
OR APPROVAL OF THE MEMBERS; AUTHORIZE THE BOARD
TO VARY OR MODIFY THE TERMS OF ESOS IN ACCORDANCE
WITH ANY GUIDELINES OR REGULATIONS THAT MAY BE
ISSUED, FROM TIME TO TIME, BY ANY APPROPRIATE
AUTHORITY UNLESS SUCH VARIATION , MODIFICATION
OR ALTERATION IS DETRIMENTAL TO THE INTERESTS
OF THE EMPLOYEES/ DIRECTORS INCLUDING THE WHOLETIME
DIRECTORS ; AUTHORIZE THE BOARD TO DELEGATE ALL
OR ANY OF THE POWERS HEREIN CONFERRED TO ANY
COMMITTEE OF DIRECTORS, OR A NY ONE OR MORE OF
THE WHOLETIME DIRECTORS OF THE COMPANY
S.17 AUTHORIZE THE BOARD OF THE COMPANY, PURSUANT Management For
TO THE PROVISIONS OF SECTION 81 A ND OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT 1956,
IN ACCORDAN CE WITH THE PROVISIONS OF THE MEMORANDUM
AND ARTICLES OF ASSOCIATION OF THE CO MPANY AND
REGULATIONS/GUIDELINES PRESCRIBED BY SECURITIES
AND EXCHANGE BOARD O F INDIA OR ANY OTHER RELEVANT
AUTHORITY FROM TIME TO TIME TO EXTENT APPLICABLE
AND SUBJECT TO SUCH APPROVALS, CONSENTS, PERMISSIONS
AND SANCTIONS, AND SUBJE CT TO SUCH CONDITIONS
AS MAY BE PRESCRIBED BY ANY OF THEM WHILE GRANTING
SUCH APPROVAL, CONSENTS, PERMISSIONS AND SANCTIONS,
WHICH THE BOARD OF DIRECTORS OF THE COMPANY
BOARD IS HEREBY AUTHORIZED TO ACCEPT, TO CREATE,
OFFER, ISSUE A ND ALLOT TO OR FOR THE BENEFIT
OF SUCH PERSON(S) AS ARE IN THE PERMANENT EMPLO
YMENT AND THE DIRECTORS INCLUDING THE WHOLETIME
DIRECTORS OF A SUBSIDIARY CO MPANY AND A HOLDING
COMPANY OF THE COMPANY, AT ANY TIME EQUITY SHARES
OF THE C OMPANY AND/OR WARRANTS WHETHER ATTACHED
TO ANY SECURITY OR NOT WITH AN OPTIO N EXERCISABLE
BY THE WARRANT-HOLDER TO SUBSCRIBE FOR EQUITY
SHARES/EQUITY LINK ED SECURITIES AND/OR BONDS,
DEBENTURES, PREFERENCE SHARES OR OTHER SECURITIES
CONVERTIBLE INTO EQUITY SHARES AT SUCH PRICE,
IN SUCH MANNER, DURING SUCH PERI OD, IN ONE OR
MORE TRANCHES AND ON SUCH TERMS AND CONDITIONS
AS THE BOARD MAY DECIDE PRIOR TO THE ISSUE AND
OFFER THEREOF, FOR, OR WHICH UPON EXERCISE OR
CO NVERSION COULD GIVE RISE TO THE ISSUE OF A
NUMBER OF EQUITY SHARES NOT EXCEEDI NG IN AGGREGATE
INCLUDING ANY EQUITY SHARES ISSUED PURSUANT
TO THE RESOLUTION 16 , 5% OF THE AGGREGATE OF
THE NUMBER OF ISSUED EQUITY SHARES OF THE COMPANY
FROM TIME TO TIME ON THE DATE(S) OF THE GRANT
OF OPTION(S) UNDER ICICI BANK E MPLOYEES STOCK
OPTION SCHEME AS PLACED AT THE MEETING; APPROVE
THAT, SUBJECT T O THE TERMS STATED HEREIN, THE
EQUITY SHARES ALLOTTED PURSUANT TO THE AFORESAI
D RESOLUTION WILL IN ALL RESPECTS RANK PARI PASSU
INTER SE AS ALSO WITH THE TH EN EXISTING EQUITY
SHARES OF THE COMPANY; AUTHORIZE THE BOARD ON
BEHALF OF THE COMPANY, FOR THE PURPOSE OF GIVING
EFFECT TO ANY CREATION, OFFER, ISSUE OR AL LOTMENT
OF EQUITY SHARES OR SECURITIES OR INSTRUMENTS
REPRESENTING THE SAME, A S SPECIFIED, TO DO ALL
SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT MAY,
IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY OR
DESIRABLE FOR SUCH PURPOSE AND WITH POW ER ON
BEHALF OF THE COMPANY TO SETTLE ALL QUESTIONS,
DIFFICULTIES OR DOUBTS TH AT MAY ARISE IN REGARD
TO SUCH ISSUE(S) OR ALLOTMENT(S) INCLUDING TO
AMEND OR MODIFY ANY OF THE TERMS OF SUCH ISSUE
OR ALLOTMENT , AS IF MAY, IN ITS ABSOLU TE DISCRETION
DEEM FIT WITHOUT BEING REQUIRED TO SEEK ANY FURTHER
CONSENT OR A PPROVAL OF THE MEMBERS; AUTHORIZE
THE BOARD TO DELEGATE ALL OR ANY OF THE POWE
RS HEREIN CONFERRED TO ANY COMMITTEE OF DIRECTORS,
OR ANY ONE OR MORE OF THE W HOLETIME DIRECTORS
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
TDC A/S (EX?: TELE DANMARK AS) EGM Meeting Date: 09/27/2004
Issuer: K94545108 ISIN: DK0010253335
SEDOL: 5698790, 5700297
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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
1. ELECT THE CHAIRMAN OF THE MEETING Management
2.A AMEND ARTICLES 9, CLAUSE 2, SUB-CLAUSE 6, ARTICLE14, Management
CLAUSE 1 AND ARTICLE 14, CLAUSE 7 THE ARTICLES
OF ASSOCIATION AS FOLLOWS: THE CHAIRMAN AND THE
VICE-CHA IRMAN OF THE BOARD OF DIRECTORS ARE
ELECTED BY THE BOARD OF DIRECTORS INSTEAD OF
BY THE GENERAL MEETING
2.B AMEND ARTICLE 9, CLAUSE 2, SUB-CLAUSE 6 AND ARTICLE Management
14, CLAUSES 2-9 OF THE ART ICLES OF ASSOCIATION
AS FOLLOWS: THE PROVISIONS REGARDING ALTERNATES
FOR THE M EMBERS OF THE BOARD OF DIRECTORS ARE
REPEALED
2.C AMEND ARTICLE 14, CLAUSE 1 AND CLAUSE 6 OF THE Management
ARTICLES OF ASSOCIATION AS FOLL OWS: THE NUMBER
OF MEMBERS OF THE BOARD OF DIRECTORS IS AMENDED
TO 6-8
2.D AMEND ARTICLE 16, CLAUSE 1 OF THE ARTICLES OF Management
ASSOCIATION AS FOLLOWS: THE NUMB ER OF MEMBERS
OF THE EXECUTIVE COMMITTEE IS AMENDED TO 2-4
3.1 ELECT MR. STINE BOSSE AS A MEMBER OF THE BOARD Management
OF DIRECTORS
3.2 ELECT MR. PREBEN DAMGAARDOG PER-ARNE SANDSTROM Management
AS A MEMBER OF THE BOARD OF DIR ECTORS
4. AOB Other
- ------------------------------------------------------------------------------------------------------------------------------------
BHP BILLITON PLC AGM Meeting Date: 11/25/2004
Issuer: G10877101 ISIN: GB0000566504
SEDOL: 0056650, 4878333, 5359730, 6016777, B02S6G9
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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 FOR BHP BILLITON Management For
LIMITED FOR THE YE 30 JUN 20 04, TOGETHER WITH
THE DIRECTORS REPORT AND THE AUDITORS REPORT
2. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For
PLC FOR THE YE 30 JUN 2004, TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITORS REPORT
3. RE-ELECT MR. D.R. ARGUS AS A DIRECTOR OF BHP Management For
BILLITON LIMITED, WHO RETIRES BY ROTATION
4. RE-ELECT MR. D.R. ARGUS AS A DIRECTOR OF BHP Management For
BILLITON PLC, WHO RETIRES BY ROTA TION
5. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management For
BILLITON LIMITED, WHO RETIRES BY ROTATION
6. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management For
BILLITON PLC, WHO RETIRES BY R OTATION
7. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management For
BILLITON LIMITED, WHO RETIRES BY ROTATION
8. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management For
BILLITON PLC, WHO RETIRES BY R OTATION
9. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management For
BILLITON LIMITED, WHO RETIRES BY ROTATION
10. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management For
BILLITON PLC, WHO RETIRES BY R OTATION
11. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF BHP Management For
BILLITON PLC AND AUTHORIZE THE DIRECTORS TO AGREE
THEIR REMUNERATION
12. 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
ASSOCIATION FOR THE PERIOD ENDING ON THE EARLIER
OF: I) 24 FEB 2006; AND II) THE LATER OF THE
AGM OF BHP BILLITON LIMITED AND THE AGM OF BHP
BILLITON PLC IN 2005, AND F OR SUCH PERIOD THE
SECTION 80 AMOUNT (UNDER THE UNITED KINGDOM COMPANIES
ACT 1 985) SHALL BE USD 265,926,499.00
S.13 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 ASSOC IATION FOR THE PERIOD ENDING
ON THE EARLIER OF: I) 24 FEB 2006; AND II) THE
LA TER OF THE AGM OF BHP BILLITON LIMITED AND
THE AGM OF BHP BILLITON PLC IN 2005 , AND FOR
SUCH PERIOD THE SECTION 89 AMOUNT UNDER THE
UNITED KINGDOM COMPANIE S ACT 1985 SHALL BE
USD 61,703,675.00
S.14 AUTHORIZE BHP BILLITON PLC, IN ACCORDANCE WITH Management For
ARTICLE 6 OF ITS ARTICLES OF AS SOCIATION AND
SECTION 166 OF THE UNITED KINGDOM COMPANIES ACT
1985, TO MAKE MA RKET PURCHASES SECTION 163
OF THAT ACT OF UP TO 246,814,700 10% OF ISSUED
S HARE CAPITAL OF THE BHP BILLITON PLC ORDINARY
SHARES OF USD 0.50 NOMINAL VALU E EACH IN THE
CAPITAL OF BHP BILLITON PLC SHARES , AT A MINIMUM
PRICE OF USD 0.50 AND NOT MORE THAN 5% ABOVE
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FO
R A SHARE TAKEN FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST FOR THE FIV E BUSINESS DAYS
IMMEDIATELY PRECEDING THE DATE OF PURCHASE OF
THE SHARES; AUT HORITY EXPIRES ON THE EARLIER
OF 24 MAY 2006 AND THE LATER OF THE AGM OF BHP
B ILLITON LIMITED AND THE AGM OF BHP BILLITON
PLC IN 2005 PROVIDED THAT BHP BILL ITON PLC MAY
ENTER INTO A CONTRACT FOR THE PURCHASE OF SHARES
BEFORE THE EXPIR Y OF THIS AUTHORITY WHICH WOULD
OR MIGHT BE COMPLETED WHOLLY OR PARTLY AFTER
S UCH EXPIRY
15. APPROVE THE REMUNERATION REPORT FOR THE YE 30 Management For
JUN 2004
* PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTIONS Non-Voting Non-Vote Proposal
16 TO 19 BY MR. C.W. GOODYEAR A ND MR. M. SALAMON
AND ANY OTHER DIRECTOR WHO IS ELIGIBLE TO PARTICIPATE
IN AN Y EMPLOYEE INCENTIVE SCHEME OF EITHER BHP
BILLITON LIMITED OR BHP BILLITON PLC (OF WHICH
THERE ARE NONE) AND ANY OF THEIR ASSOCIATES WILL
BE DISREGARDED. TH ANK YOU.
16. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For
17, TO: A) AMEND THE BHP BIL LITON LIMITED GROUP
INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED;
AND B) AMEND THE BHP BILLITON PLC GROUP INCENTIVE
SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED
17. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For
17, TO: A) AMEND THE BHP BIL LITON LIMITED GROUP
INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED;
AND B) AMEND THE BHP BILLITON PLC GROUP INCENTIVE
SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED
18. APPROVE TO GRANT THE DEFERRED SHARES AND THE Management For
OPTIONS UNDER THE AMENDED BHP BIL LITON LIMITED
GROUP INCENTIVE SCHEME AND TO GRANT THE PERFORMANCE
SHARES UNDER THE BHP BILLITON LIMITED LONG TERM
INCENTIVE PLAN TO EXECUTIVE DIRECTOR AND C HIEF
EXECUTIVE OFFICER, MR. C.W. GOODYEAR, IN THE
MANNER AS SPECIFIED, INCLUDI NG FOR THE PURPOSE
OF ASX LISTING RULE 10.14
19. APPROVE TO GRANT THE DEFERRED SHARES AND OPTIONS Management For
UNDER THE AMENDED BHP BILLITO N PLC GROUP INCENTIVE
SCHEME AND TO GRANT THE PERFORMANCE SHARES UNDER
THE BHP BILLITON PLC LONG TERM INCENTIVE PLAN
TO EXECUTIVE DIRECTOR AND GROUP PRESIDE NT NON-FERROUS
MATERIALS, MR. M. SALAMON, IN THE MANNER AS SPECIFIED,
INCLUDIN G FOR THE PURPOSES OF ASX LISTING RULE
10.14
* PLEASE NOTE THAT THIS IS A REVISION TO THE JOB Non-Voting Non-Vote Proposal
DUE TO A CHANGE IN THE STATUS O F THE MARKET
INDICATORS. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RE TURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
TH ANK YOU
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ESPRIT HOLDINGS LTD AGM Meeting Date: 12/03/2004
Issuer: G3122U129 ISIN: BMG3122U1291
SEDOL: 0478920, 5752674, 6321642
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For
FINANCIAL STATEMENTS AND THE REPO RTS OF THE
DIRECTORS AND THE AUDITORS OF THE GROUP FOR THE
YE 30 JUN 2004
2. APPROVE A FINAL DIVIDEND FOR THE YE 30 JUN 2004 Management For
3. APPROVE A SPECIAL DIVIDEND FOR THE YE 30 JUN 2004 Management For
4. RE-ELECT THE RETIRING DIRECTORS OF THE COMPANY Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
OF THE COMPANY TO FIX THEI R REMUNERATION
6. APPROVE TO GRANT GENERAL MANDATE TO THE DIRECTORS Management For
OF THE COMPANY TO PURCHASE S HARES OF THE COMPANY
7. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management Against
OF THE COMPANY TO ISSUE AN D ALLOT SHARES OF
THE COMPANY
8. APPROVE TO EXTEND THE GENERAL MANDATE TO THE Management For
DIRECTORS OF THE COMPANY TO ISSUE SHARES OF THE
COMPANY BY THE NUMBER OF SHARES REPURCHASED UNDER
THE GENERAL M ANDATE GRANTED PURSUANT TO RESOLUTION
NO.6
S.9 AMEND THE BYE-LAWS OF THE COMPANY TO BRING THEM Management For
IN LINE WITH CERTAIN RECENT CH ANGES TO THE RULES
GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE O F HONG KONG LIMITED AND TO MAKE CERTAIN
OTHER CHANGES
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ESPRIT HOLDINGS LTD AGM Meeting Date: 12/03/2004
Issuer: G3122U129 ISIN: BMG3122U1291
SEDOL: 0478920, 5752674, 6321642
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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 Non-Vote Proposal
206110 DUE TO CHANGE IN THE A GENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For
FINANCIAL STATEMENTS AND THE REPO RTS OF THE
DIRECTORS AND THE AUDITORS OF THE GROUP FOR THE
YE 30 JUN 2004
2. APPROVE A FINAL DIVIDEND FOR THE YE 30 JUN 2004 Management For
3. APPROVE A SPECIAL DIVIDEND FOR THE YE 30 JUN 2004 Management For
4.I RE-ELECT MR. JOHN POON CHO MING AS A DIRECTOR Management For
4.II RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For
4.III RE-ELECT MR. SIMON LAI SAU CHEONG AS A DIRECTOR Management For
4.IV RE-ELECT MR. JEROME SQUIRE AS A DIRECTOR Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
OF THE COMPANY TO FIX THEI R REMUNERATION
6. APPROVE TO GRANT GENERAL MANDATE TO THE DIRECTORS Management For
OF THE COMPANY TO PURCHASE S HARES OF THE COMPANY
7. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management Against
OF THE COMPANY TO ISSUE AN D ALLOT SHARES OF
THE COMPANY
8. APPROVE TO EXTEND THE GENERAL MANDATE TO THE Management For
DIRECTORS OF THE COMPANY TO ISSUE SHARES OF THE
COMPANY BY THE NUMBER OF SHARES REPURCHASED UNDER
THE GENERAL M ANDATE GRANTED PURSUANT TO RESOLUTION
NO.6
S.9 AMEND THE BYE-LAWS OF THE COMPANY TO BRING THEM Management For
IN LINE WITH CERTAIN RECENT CH ANGES TO THE RULES
GOVERNING THE LISTING OF SECURITIES ON THE STOCK
EXCHANGE O F HONG KONG LIMITED AND TO MAKE CERTAIN
OTHER CHANGES
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AUSTRALIA & NEW ZEALAND BANKING GROUP LTD AGM Meeting Date: 12/17/2004
Issuer: Q09504137 ISIN: AU000000ANZ3
SEDOL: 6065586, 6068079
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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, FINANCIAL REPORT AND Non-Voting Non-Vote Proposal
THE REPORT OF THE DIRECTORS AN D OF THE AUDITORS
FOR THE YE 30 SEP 2004
2.a RE-ELECT MR. J.K. ELLIS AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE COMPANY S CONSTI TUTION
2.b RE-ELECT MS. M.A. JACKSON AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE COMPANY S CONS TITUTION
2.c RE-ELECT DR. G.J. CLARK AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE COMPANY S CONSTI TUTION
2.d ELECT MR. D.E. MEIKLEJOHN AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE COMPANY S CONS TITUTION
2.e ELECT MR. J.P. MORSCHEL AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE COMPANY S CONSTI TUTION
* PLEASE NOTE THAT ANY VOTES CAST BY MR. MCFARLANE Non-Voting Non-Vote Proposal
AND ANY OTHER DIRECTOR AND TH EIR RESPECTIVE
ASSOCIATES OF THEM ON RESOLUTION 3 WILL BE DISREGARDED.
THANK Y OU.
3. APPROVE, FOR ALL PURPOSES, INCLUDING FOR THE Management Against
PURPOSE OF ASX LISTING RULE 10.14 , FOR THE ISSUE
OF 175,000 FULLY PAID ORDINARY SHARES IN THE
CAPITAL OF THE CO MPANY TO OR FOR THE BENEFIT
OF MR. JOHN MCFARLANE, THE MANAGING DIRECTOR
AND C HIEF EXECUTIVE OFFICER OF THE COMPANY,
ON 31 DEC 2004 ON THE TERMS AS SPECIFIE D
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SANOFI-AVENTIS EGM Meeting Date: 12/23/2004
Issuer: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
23 DEC 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. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management
AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004,
UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL
CONTRIBUTE THE T OTAL OF ITS ASSETS (EUR 41,208,544,876.00),
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES (EUR 14,099,319,197.00) AND APPROVE
THE TERMS AND COND ITIONS OF THIS AGREEMENT;
NET WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE
T HE PAYMENT FOR THE CONTRIBUTIONS ACCORDING
TO A RATIO OF EXCHANGE OF 27 SANOFI -AVENTIS
SHARES AGAINST 23 AVENTIS SHARES AND THE OPERATION
SHALL BE FINAL ON 31 DEC 2004; CONSEQUENTLY,
THE GENERAL MEETING DECIDES TO INCREASE THE SHARE
C APITAL BY EUR 38,245,770.00 TO INCREASE IT
FROM EUR 2,784,562,864.00 TO EUR 2, 822,808,634.00,
BY THE CREATION OF 19,122,885 NEW FULLY PAID-UP
SHARES OF A PA R VALUE OF EUR 2.00 EACH, TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQU
IRED COMPANY, WITH A RATIO OF EXCHANGE OF 27
SANOFI-AVENTIS SHARES AGAINST 23 AVENTIS SHARES,
BEARING AN ACCRUING DIVIDEND AS DECIDED AFTER
THEIR ISSUE; THE MERGER SURPLUS OF EUR 508,561,335.00
SHALL BE REGISTERED IN A MERGER SURPLUS ACCOUNT;
THE AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS
FOR THE SANOFI-AVENTI S SHARES IT HOLDS, WHICH
REPRESENTS EUR 27,894,216.00 SHALL BE CHARGED
TO THE MERGER SURPLUS ACCOUNT, THUS AMOUNTING
TO EUR 536,455,551.00; CAPITAL LOSS ON TRANSFERRED
SHARES: EUR 25,277,722,121.00
2. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management
THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE
NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO
WITHDRAW FROM T HE MERGER PREMIUM ALL NECESSARY
AMOUNTS IN ORDER TO: FUND THE LEGAL RESERVE:
1 0% OF THE CAPITAL EXISTING AFTER THE AMALGAMATION-MERGER,
FUND THE SPECIAL RES ERVE ON LONG-TERM CAPITAL
GAINS: EUR 319,518,918.00; FUN OTHER RESERVES
AND PR OVISIONS TO CHARGE ALL FEES, EXPENSES
AND RIGHT RESULTING FROM THE AMALGAMATIO N-MERGER;
THE GENERAL MEETING ALSO DECIDES TO CHARGE THE
CAPITAL LOSS ON TRANS FERRED SHARES TO THE SHARE
PREMIUM, THUS AMOUNTING TO EUR 9,863,155,240.00
3. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management
THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE A VENTIS EQUITY WARRANTS SHALL
GIVE RIGHT TO SANOFI-AVENTIS SHARES AND THEIR
NUM BER SHALL CORRESPOND TO THE NUMBER OF AVENTIS
SHARES THESE EQUITY WARRANTS SHA LL GIVE RIGHT
AFTER THE IMPLEMENTATION OF THE RATIO OF EXCHANGE
OF 27 AGAINST 23; THE GENERAL MEETING DECIDES
TO RELINQUISH, TO THE BENEFIT OF THE EQUITY WA
RRANT HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM NUMBER
OF 301,986; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO T AKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management
ALL THE OBLIGATIONS RESULTING FR OM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRA NTING THE RIGHT TO THE SUBSCRIBE
AVENTIS SHARES; AFTER THE AMALGAMATION-MERGER
IS FINAL, SANOFI-AVENTIS SHARES SHALL BE ALLOTTED
TO THE BENEFICIARIES OF OPT IONS GRANTING THE
RIGHT TO SUBSCRIBE AVENTIS SHARES; THE GENERAL
MEETING DECID ES TO RELINQUISH, TO THE BENEFIT
OF THE OPTION HOLDERS, TO THE PRE-EMPTIVE RIG
HT OF SUBSCRIPTION TO SHARES TO BE ISSUED BY
SANOFI-AVENTIS IN ORDER TO INCREA SE THE SHARE
CAPITAL; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
5. ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE DEFINITELY Management
REALIZED ON 31 DEC 2004, AND THAT CONSEQUENTLY,
AVENTIS SHALL BE DISSOLVED WITHOUT LIQUIDATION
ON 31 D EC 2004
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management
ARTICLE 6 (SHARE CAPITAL): THE S HARE CAPITAL
IS SET AT EUR 2,822,808,634.00 AND IS DIVIDED
INTO 1,411,404,317 FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH
7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, BY WAY OF ISSU ING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES
GIVING ACCESS TO SA NOFI-AVENTIS CAPITAL TO THE
BENEFIT OF THE COMPANY S EMPLOYEES, IN ACCORDANCE
WITH THE LEGAL PROVISIONS OF ARTICLE: L.225-138
C AND L 443-5 C; AUTHORITY IS GIVEN FOR A PERIOD
EXPIRING ON 23 AUG 2006 ; AUTHORIZE THE BOARD
OF DIRECTORS TO MAKE USE OF RESOLUTIONS 8 AND
10 OF THE COMBINED GENERAL MEETING OF 23 JUN
2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS EMPLOYEES
FREE SHARES OR OTHER SECU RITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION
CANCELS ALL PREV IOUS DELEGATIONS IN ORDER TO
INCREASE SANOFI-AVENTIS CAPITAL BY WAY OF ISSUING
SHARES GRANTED TO EMPLOYEES, WITHOUT THE PRE-EMPTIVE
RIGHT OF SUBSCRIPTIONS A ND IT CANCELS AND REPLACES,
FOR ITS PART UNUSED, THE DELEGATION GIVEN IN
RESOL UTION 11 AT THE GENERAL MEETING OF 23 JUN
2004
8. 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
* PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 23
DEC 2004. PLEAS E ALSO NOTE THAT THE NEW CUTOFF
DATE IS 09 DEC 2004. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YO UR ORIGINAL INSTRUCTIONS.
THANK YOU.
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ICICI BK LTD SGM Meeting Date: 01/24/2005
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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* 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 N OT VALID FOR THIS MEETING. IF YOU WISH
TO VOTE, YOU MUST RETURN YOUR INSTRUCT IONS BY
THE INDICATED CUTOFF DATE. THANK YOU.
S.1 APPROVE, IN ACCORDANCE WITH APPLICABLE LAW, RULES Management For
AND REGULATIONS HEREINAFTER REFERRED TO AS
THE SPONSORED ADR REGULATIONS AND SUBJECT TO
THE APPROVAL, C ONSENT, PERMISSION AND SANCTION
OF THE FOREIGN INVESTMENT PROMOTION BOARD AND
GOVERNMENT OF INDIA AND APPROVALS OF ANY OTHER
AUTHORITY, AS APPLICABLE OR NEC ESSARY, AND SUBJECT
TO SUCH CONDITIONS AS MAY BE PRESCRIBED IN ANY
SUCH APPROV AL, CONSENT, PERMISSION OR SANCTION,
THE BOARD OF DIRECTORS HEREINAFTER REFER RED
TO AS BOARD , WHICH TERMS SHALL BE DEEMED TO
INCLUDE ANY COMMITTEE CONSTI TUTED/TO BE CONSTITUTED
BY THE BOARD AND AUTHORIZE THE BOARD, INCLUDING
THE PO WERS CONFERRED BY THIS RESOLUTION ON
BEHALF OF ICICI BANK LIMITED HEREINAFTE R REFERRED
TO AS BANK , TO SPONSOR THE ISSUE OF AMERICAN
DEPOSITORY SHARES HEREINAFTER REFERRED TO AS
ADS WITH THE DEPOSITORY FOR THE AMERICAN DEPOSIT
ORY SHARES HEREINAFTER REFERRED TO AS OVERSEAS
DEPOSITARY , AGAINST EXISTIN G EQUITY SHARES
OF THE BANK DEPOSITED BY THE HOLDERS OF EQUITY
SHARES OF THE B ANK HEREINAFTER REFERRED TO
AS EQUITY SHAREHOLDERS , PURSUANT TO A RIGHT
GI VEN TO ALL THE EQUITY SHAREHOLDERS IN TERMS
OF THE SPONSORED ADR REGULATIONS HEREINAFTER
REFERRED TO AS SPONSORED ADS OFFERING , ON
SUCH TERMS AND CONDIT IONS, AT SUCH TIME OR TIMES
AND IN ONE OR MORE TRANCHES, AS THE BOARD MAY
IN I TS ABSOLUTE DISCRETION DEEM FIT, INCLUDING
WITHOUT LIMITATION, PROVIDING THE E QUITY SHAREHOLDERS
AN OPTION TO RENOUNCE THEIR RIGHT AND ENTITLEMENT
TO PARTIC IPATE IN THE SPONSORED ADS OFFERING
TO ANOTHER EQUITY SHAREHOLDER, IF THE TERM S
OF THE DOCUMENTS INVITING THE PARTICIPATION OF
THE EQUITY SHAREHOLDERS SO PR OVIDE AND IN SUCH
MODE AND MANNER AS MAY BE DETERMINED BY THE BANK
IN CONJUNCT ION WITH THE UNDERWRITER(S) AND/OR
LEAD MANAGER(S), AND TO CAUSE ALLOTMENT TO THE
INVESTORS IN FOREIGN MARKETS WHETHER INSTITUTIONS
AND/OR INCORPORATED BOD IES AND/OR INDIVIDUALS
OR OTHERWISE AND WHETHER SUCH INVESTORS ARE MEMBERS
OF THE BANK OR OTHERWISE OF ADS BY THE OVERSEAS
DEPOSITORY, WHERE EACH SUCH ADS SHALL REPRESENT
2 EXISTING FULLY PAID EQUITY SHARES OF PAR VALUE
OF INR 10 PER SHARE, DEPOSITED PURSUANT TO THE
SPONSORED ADS OFFERING, AND THE AGGREGATE SI
ZE OF THE SPONSORED ADS OFFERING, WHETHER MADE
IN 1 OR MORE TRANCHES INCLUDING THE OVER ALLOTMENT
OPTION, IF ANY, AS DECIDED BY THE BANK/UNDERWRITER(S)/LEAD
MANAGER(S), SHALL NOT BE GREATER THAN 6% OF THE
OUTSTANDING EQUITY SHARES, ON A DATE TO BE DETERMINED
BY THE BOARD AND SHALL BE SUBJECT TO THE FOREIGN
SHAR EHOLDING AFTER COMPLETION OF THE SPONSORED
ADS OFFERING NOT EXCEEDING 74% OF T HE OUTSTANDING
EQUITY SHARES OR SUCH OTHER LIMIT AS MAY BE PRESCRIBED
BY APPLI CABLE LAW, RULES AND REGULATIONS FROM
TIME TO TIME; THE BANK SHALL SPONSOR THR OUGH
THE OVERSEAS DEPOSITORY, THE ISSUE OF ADS REPRESENTING
THE UNDERLYING EQU ITY SHARES DEPOSITED PURSUANT
TO THE SPONSORED ADS OFFERING; THE PRICING OF
TH E SPONSORED ADS OFFERING BE DETERMINED BY
THE UNDERWRITER(S) AND/OR LEAD MANAG ERS(S),
IN ACCORDANCE WITH THE PROVISIONS OF APPLICABLE
LAW, RULES AND REGULAT IONS; FOR THE PURPOSE
OF GIVING EFFECT TO THE SPONSORED ADS OFFERING
AND THE A LLOTMENT OF ADS AS SPECIFIED, AUTHORIZE
THE BOARD ON BEHALF OF THE BANK TO DO ALL SUCH
ACTS, DEEDS, MATTERS AND THINGS AS IT MAY, IN
ITS ABSOLUTE DISCRETION , DEEM NECESSARY OR DESIRABLE
FOR SUCH PURPOSE, INCLUDING WITHOUT LIMITATIONS,
DETERMINE THE NUMBER OF EQUITY SHARES TO BE OFFERED
OR SOLD, THE OVER-ALLOTME NT OPTION; DETERMINE
WHETHER OR NOT THE EQUITY SHAREHOLDERS, SUBJECT
TO APPLIC ABLE SECURITIES LAWS, HAVE A RIGHT
TO RENOUNCE THEIR ENTITLEMENT TO PARTICIPAT E
IN THE SPONSORED ADS OFFERING TO ANOTHER EQUITY
SHAREHOLDER; DETERMINE THE L ENGTH OF THE INVITATION
TO OFFER PERIOD, ISSUE AND CIRCULATE THE INVITATION
TO OFFER, FILE REGISTRATION STATEMENT AND/OR
OTHER DOCUMENT(S) WITH UNITED STATE S SECURITIES
AND EXCHANGE COMMISSION AND/OR ANY OTHER REGULATOR,
LIST THE SECU RITIES ON NEW YORK STOCK EXCHANGE,
ENTER INTO MANAGING, UNDERWRITING, INDEMNIF ICATION,
MARKETING, LISTING, TRADING, DEPOSITARY, CUSTODIAN,
REGISTRAR, ESCROW , TRUSTEE ARRANGEMENTS AND
SIGN ALL DEEDS, DOCUMENTS AND WRITINGS AND TO
PAY A NY FEES, COMMISSIONS, REMUNERATION AND
EXPENSES RELATING THERETO; AUTHORIZE TH E BOARD
TO DETERMINE ALL TERMS AND CONDITIONS OF THE
SPONSORED ADS OFFERING, S ETTLE ALL QUESTIONS,
DIFFICULTIES OR DOUBTS THAT MAY ARISE IN REGARD
TO THE SP ONSORED ADS OFFERING, OFFER OR ALLOTMENT
OF ADS AND IN COMPLYING WITH THE SPON SORED ADR
REGULATIONS, THE NUMBER OF EQUITY SHARES BEING
OFFERED OR SOLD, THE ELIGIBILITY OF THE EQUITY
SHAREHOLDER TO PARTICIPATE IN THE SPONSORED ADS
OFFE RING OR THE RIGHTS TO RENOUNCE THEIR ENTITLEMENT
TO PARTICIPATE THERETO, OFFER OR ALLOTMENT OF
ADS, AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM
IT, WITHOUT BEING REQUIRED TO SEEK ANY FURTHER
CLARIFICATION, CONSENT OR APPROVAL OF THE M EMBER
OR OTHERWISE TO THE END AND INTEND THAT THE MEMBERS
SHALL BE DEEMED TO H AVE GIVEN THE APPROVAL THERETO
EXPRESSLY BY THE AUTHORITY OF THIS RESOLUTION;
AUTHORIZE THE BOARD TO DELEGATE ALL OR ANY OF
ITS POWERS HEREIN CONFERRED TO A NY COMMITTEE
OF DIRECTORS OR ANY ONE OR MORE WHOLETIME DIRECTORS
OF THE BANK T O GIVE EFFECT TO THE AFORESAID RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
SIEMENS AG, MUENCHEN OGM Meeting Date: 01/27/2005
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. TO RECEIVE AND APPROVE THE REPORT OF THE SUPERVISORY Management
BOARD
2. TO RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management
AND THE CONSOLIDATED FI NANCIAL STATEMENTS, AS
ADOPTED BY THE SUPERVISORY BOARD, TOGETHER WITH
THE MAN AGEMENT S DISCUSSION AND ANALYSIS OF
SIEMENS AG AND THE CONSOLIDATED GROUP FOR THE
FISCAL YEAR ENDED SEPTEMBER 30, 2004; THE MATERIALS
REFERRED TO IN AGENDA ITEMS 1 AND 2 ARE AVAILABLE
FOR INSPECTION ON THE INTERNET AT HTTP://WWW.SIEM
ENS.COM/AGM AND AT THE REGISTERED OFFICES OF
SIEMENS AG, WITTELSBACHERPLATZ 2, 80333 MUNICH,
AND NONNENDAMMALLEE 101, 13629 BERLIN; UPON REQUEST,
A COPY WIL L BE SENT TO SHAREHOLDERS
3. TO CONSIDER AND VOTE UPON APPROPRIATION OF THE Management
NET INCOME OF SIEMENS AG TO A D IVIDEND PAYMENT;
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT THE FOLLOWING RESOLUTION BE APPROVED
AND ADOPTED: THE UNAPPROPRIATED NET INCOME O
F SIEMENS AG FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2004 AMOUNTS TO EUR 1,113 ,844,638.75; THIS
NET INCOME SHALL BE USED TO PAY OUT A DIVIDEND
OF EUR 1.25 O N EACH NO-PAR VALUE SHARE ENTITLED
TO THE DIVIDEND; THE AMOUNT ATTRIBUTABLE TO SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) HELD
IN TREASURY BY THE COMP ANY AT THE DATE OF THE
ANNUAL SHAREHOLDERS MEETING SHALL BE CARRIED
FORWARD
4. TO RATIFY THE ACTS OF THE MANAGING BOARD; THE Management
SUPERVISORY BOARD AND THE MANAGI NG BOARD PROPOSE
THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS
OF THE MEMBE RS OF THE MANAGING BOARD IN FISCAL
YEAR 2004
5. TO RATIFY THE ACTS OF THE SUPERVISORY BOARD; Management
THE SUPERVISORY BOARD AND THE MAN AGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE ACTS OF THE ME MBERS OF THE SUPERVISORY
BOARD IN FISCAL YEAR 2004
6. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management
OF THE ANNUAL AND CONSOLIDAT ED FINANCIAL STATEMENTS;
THE SUPERVISORY BOARD PROPOSES THAT THE APPOINTMENT
O F KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGE SELLSCHAFT, BERLIN AND
FRANKFURT ON MAIN, TO SERVE AS THE COMPANY S
INDEPENDEN T AUDITORS OF THE ANNUAL AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FIS CAL YEAR ENDING
SEPTEMBER 30, 2005 BE RATIFIED
7. TO CONSIDER AND VOTE UPON AN ELECTION TO THE Management
SUPERVISORY BOARD; DR. BAUMANN WH O WILL REACH
THE RETIREMENT AGE ESTABLISHED BY THE BYLAWS
OF THE SUPERVISORY B OARD IN 2005 WILL RESIGN
AS A MEMBER OF THE SUPERVISORY BOARD WITH EFFECT
FROM THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING.
DR. V. PIERER, WHOSE OFFICE AS PRESIDENT OF THE
MANAGING BOARD WILL ALSO END WITH EFFECT FROM
THE CLOSE OF T HE ANNUAL SHAREHOLDERS MEETING,
WILL STAND AS NOMINEE FOR ELECTION AS SHARE H
OLDER REPRESENTATIVE TO FILL THE VACANCY CREATED
BY DR. BAUMANN; THEREFORE, TH E SUPERVISORY BOARD
PROPOSES THAT DR. JUR., DR.-LNG. E.H. HEINRICH
V. PIERER, DIPL-VOLKSWIRT, ERLANGEN, PRESIDENT
OF THE MANAGING BOARD AND CEO OF SIEMENS A G
UNTIL THE CLOSE OF THE ANNUAL SHAREHOLDERS BE
ELECTED TO THE SUPERVISORY BOA RD AS A REPRESENTATIVE
OF THE SHAREHOLDERS WITH EFFECT FROM THE CLOSE
OF THE A NNUAL SHAREHOLDERS MEETING FOR THE
REMAINING TERM OF THE VACANCY LEFT BY DR. BAUMANN;
THE SUPERVISORY BOARD FURTHER PROPOSES TO ELECT
PROFESSOR DR. MICHAEL MIROW, MUNICH, DIPL.-WIRTSCHAFTSINGENIEUR,
AS SUBSTITUTE MEMBER FOR DR. V. PI ERER SUBJECT
TO THE PROVISO THAT HE SHALL BECOME A MEMBER
OF THE SUPERVISORY B OARD IF DR. V. PIERER RESIGNS
FROM THE SUPERVISORY BOARD BEFORE THE COMPLETION
OF HIS TERM OF OFFICE, AND THAT HE SHALL BE REINSTATED
AS SUBSTITUTE MEMBER A S SOON AS THE SHAREHOLDERS
MEETING HAS ELECTED A SUCCESSOR FOR DR. V. PIERER
IN THE EVENT OF HIS EARLY RESIGNATION; THE COMPOSITION
OF THE SUPERVISORY BOAR D IS GOVERNED BY 96(1)
AND 101 (1) OF THE GERMAN STOCK CORPORATION
ACT (AKTG ) AND 7 (1), 1ST SENTENCE, NO. 3 OF
THE GERMAN CODETERMINATION ACT (MITBESTG) . THE
SHAREHOLDERS MEETING SHALL NOT BE BOUND TO CANDIDATE
PROPOSALS
8. TO CONSIDER AND VOTE UPON A RESOLUTION AUTHORIZING Management
THE ACQUISITION AND USE OF SIEMENS SHARES AND
THE EXCLUSIONS OF SHAREHOLDERS PREEMPTIVE AND
TENDER RIGH TS; DUE TO THE EXPIRATION OF THE
AUTHORIZATION ADOPTED AT THE LAST ANNUAL SHAR
EHOLDERS MEETING, THE MANAGING BOARD SHALL AGAIN
BE AUTHORIZED TO ACQUIRE SIEM ENS SHARES AS A
PURCHASE IN THE STOCK MARKET AND THROUGH A PUBLIC
SHARE PURCHA SE OFFER; THE SUPERVISORY BOARD
AND THE MANAGING BOARD PROPOSE THAT APPROVAL
B E AND IS HEREBY GIVEN TO THE FOLLOWING RESOLUTION:
(A) THE COMPANY SHALL BE AU THORIZED TO ACQUIRE
UP TO 10% OF ITS CAPITAL STOCK EXISTING AT THE
DATE OF THE RESOLUTION. THE AGGREGATE OF SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) ACQUIRED
UNDER THIS AUTHORIZATION AND ANY OTHER SIEMENS
SHARES PREVIOUSLY ACQ UIRED AND STILL HELD IN
TREASURY BY THE COMPANY OR TO BE ATTRIBUTED TO
THE COM PANY PURSUANT TO 71E OF THE GERMAN STOCK
CORPORATION ACT (AKTG) SHALL AT NO TI ME EXCEED
10% OF THE THEN EXISTING CAPITAL STOCK; THIS
AUTHORIZATION MAY BE IM PLEMENTED WHOLLY OR IN
PART, ONCE OR SEVERAL TIMES, BY THE COMPANY OR
ANY OF I TS SUBSIDIARIES, OR BY THIRD PARTIES
ON BEHALF OF SIEMENS AG OR ITS SUBSIDIARI ES;
THIS AUTHORIZATION SHALL BECOME EFFECTIVE AS
OF MARCH 1, 2005 AND SHALL RE MAIN IN FULL FORCE
AND EFFECT THROUGH JULY 26, 2006. THE AUTHORIZATION
TO ACQU IRE SIEMENS SHARES AS APPROVED AT THE
ANNUAL SHAREHOLDERS MEETING ON JANUARY 22, 2004
WILL TERMINATE ON THE EFFECTIVE DATE OF THIS
NEW AUTHORIZATION; (B) A NY ACQUISITION OF SIEMENS
SHARES SHALL BE EFFECTED AT THE DISCRETION OF
THE MA NAGING BOARD EITHER (1) AS A PURCHASE
IN THE STOCK MARKET OR (2) THROUGH A PUB LIC
SHARE PURCHASE OFFER; (1) IF THE SIEMENS SHARES
ARE ACQUIRED IN THE STOCK MARKET, THE PURCHASE
PRICE PAID PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSA CTION CHARGES) MAY NEITHER EXCEED NOR
FALL BELOW THE MARKET PRICE OF A SIEMENS SHARE
ON THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADIN G (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEM ENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SU BMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLIS HED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR P URCHASE PRICE RANGE PER SHARE. IF
A PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURC HASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIO D IF
AFTER PUBLICATION OF A FORMAL OFFER THERE ARE
SIGNIFICANT MARKET PRICE FL UCTUATIONS DURING
THE ACCEPTANCE PERIOD; THE PURCHASE PRICE OR
PURCHASE PRICE RANGE PER SIEMENS SHARE (EXCLUDING
INCIDENTAL TRANSACTION CHARGES) MAY NEITHER EXCEED
NOR FALL BELOW THE MARKET PRICE OF A SIEMENS
SHARE ON THE TRADING DAY AS DETERMINED AT THE
OPENING AUCTION OF XETRA TRADING (OR A COMPARABLE
SUCCESS OR TRADING SYSTEM) BY MORE THAN 10%;
(2) IF THE SIEMENS SHARES ARE ACQUIRED TH ROUGH
A PUBLIC SHARE PURCHASE OFFER, THE COMPANY MAY
(I) PUBLICLY ISSUE A FORM AL OFFER OR (II) PUBLICLY
SOLICIT SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISION
S OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE CO MPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SH ARE. IF
A PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCE PTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (E XCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SU CCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVAN T DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE FINA L MANAGING BOARD DECISION ABOUT THE
FORMAL OFFER IS MADE. IN THE EVENT OF AN A DJUSTMENT
OF THE OFFER, THE RELEVANT DATE SHALL BE REPLACED
BY THE DATE ON WHI CH THE FINAL MANAGING BOARD
DECISION IS MADE ABOUT THE ADJUSTMENT; IF THE
NUMB ER OF SIEMENS SHARES TENDERED BY SHAREHOLDERS
EXCEEDS THE TOTAL VOLUME OF SHAR ES WHICH THE
COMPANY INTENDED TO REACQUIRE, THE SHAREHOLDERS
RIGHT TO TENDER MAY BE EXCLUDED TO THE EXTENT
THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE
SI EMENS SHARES TENDERED. FURTHERMORE, THE TENDER
OF SMALL LOTS OF UP TO 150 SIEM ENS SHARES PER
SHAREHOLDER MAY RECEIVE PREFERENTIAL TREATMENT;
(II) IF THE COM PANY PUBLICLY SOLICITS SUBMISSION
OF OFFERS TO SELL SIEMENS SHARES, THE COMPAN
Y MAY STATE IN ITS SOLICITATION A PURCHASE PRICE
RANGE WITHIN WHICH OFFERS MAY BE SUBMITTED. THE
SOLICITATION MAY PRO VIDE FOR A SUBMISSION PERIOD,
TERMS AN D CONDITIONS, AND THE POSSIBILITY OF
ADJUSTING THE PURCHASE PRICE RANGE DURING THE
SUBMISSION PERIOD IF AFTER PUBLICATION OF THE
SOLICITATION THERE ARE SIGN IFICANT MARKET PRICE
FLUCTUATIONS DURING THE SUBMISSION PERIOD; UPON
ACCEPTANC E, THE FINAL PURCHASE PRICE SHALL BE
DETERMINED FROM ALL AVAILABLE SALES OFFER S.
THE PURCHASE PRICE PER SIEMENS SHARE (EXCLUDING
INCIDENTAL TRANSACTION CHAR GES) MAY NEITHER
EXCEED NOR FALL BELOW THE AVERAGE CLOSING PRICE
OF A SIEMENS SHARE IN XETRA TRADING (OR A COMPARABLE
SUCCESSOR TRADING SYSTEM) DURING THE L AST FIVE
TRADING DAYS PRIOR TO THE RELEVANT DATE BY MORE
THAN 20%. THE RELEVAN T DATE SHALL BE THE DATE
ON WHICH THE OFFERS ARE ACCEPTED BY SIEMENS AG;
IF TH E NUMBER OF SIEMENS SHARES OFFERED FOR
SALE EXCEEDS THE TOTAL VOLUME OF SHARES WHICH
THE COMPANY INTENDED TO REACQUIRE, THE SHARE
HOLDERS RIGHT TO TENDER MA Y BE EXCLUDED TO THE
EXTENT THAT ACCEPTANCE SHALL BE IN PROPORTION
TO THE SIEM ENS SHARES TENDERED. FURTHERMORE,
THE ACCEPTANCE OF SMALL LOTS OF UP TO 150 SI
EMENS SHARES PER SHAREHOLDER MAY RECEIVE PRIORITY
CONSIDERATION; (C) THE MANAG ING BOARD SHALL
BE AUTHORIZED TO ALSO USE SIEMENS SHARES REACQUIRED
ON THE BAS IS OF THIS OR ANY PREVIOUSLY GIVEN
AUTHORIZATION AS FOLLOWS: (1) SUCH STOCK MA Y
BE RETIRED WITH THE APPROVAL OF THE SUPERVISORY
BOARD WITHOUT REQUIRING AN A DDITIONAL RESOLUTION
BY THE SHAREHOLDERS MEETING FOR SUCH RETIREMENT
OR ITS I MPLEMENTATION; (2) SUCH STOCK MAY BE
USED TO SATISFY THE COMPANY S OBLIGATIONS UNDER
THE 1999 AND 2001 SIEMENS STOCK OPTION PLANS,
BOTH AS AMENDED, IN ACCOR DANCE WITH THE RESOLUTIONS
PASSED AT THE ANNUAL SHAREHOLDERS MEETINGS ON
FEBR UARY 18, 1999 AND FEBRUARY 22, 2001. THE
APPROVED KEY POINTS OF THESE STOCK OP TION PLANS
CAN BE EXAMINED AS AN INTEGRAL PART OF THE NOTARIZED
MINUTES OF THE ABOVE MEETINGS AT THE COMMERCIAL
REGISTRIES IN BERLIN AND MUNICH. THEY CAN AL
SO BE INSPECTED AT THE REGISTERED OFFICES OF
SIEMENS AG, WITTELSBACHERPLATZ 2, 80333 MUNICH,
AND NONNENDAMMALLEE 101, 13629 BERLIN, AND ON
THE INTERNET AT H TTP://WWW.SIEMENS.COM/AGM.
UPON REQUEST, A COPY WILL BE SENT TO SHAREHOLDERS
. .. CONTINUING IN BELOW...
9. TO CONSIDER AND VOTE UPON ADJUSTMENTS TO SUPERVISORY Management
BOARD REMUNERATION AND RE LATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION; RECENT JURISPRUDENCE
OF THE G ERMAN FEDERAL COURT OF JUSTICE HAS RAISED
THE QUESTION OF WHETHER STOCK-BASED COMPENSATION
COMPONENTS OF SUPERVISORY BOARD REMUNERATION
ARE LEGALLY PERMISSI BLE. TO MAKE THE STRUCTURE
OF SUPERVISORY BOARD REMUNERATION AS TRANSPARENT
AS POSSIBLE AND, AT THE SAME TIME, ACCOUNT FOR
THIS UNCLEAR LEGAL SITUATION, THE REMUNERATION
OF SUPERVISORY BOARD MEMBERS, EFFECTIVE FROM
THE START OF THE CU RRENT FISCAL YEAR THAT BEGAN
ON OCTOBER 1, 2004, SHALL CONSIST, APART FROM
A F IXED COMPENSATION COMPONENT, ONLY OF VARIABLE
COMPONENTS BASED ON EARNINGS PER SHARE BOTH OVER
THE SHORT AND LONG TERM. CONCURRENTLY, THE CHANGED
LIABILITY ENVIRONMENT CONFRONTING SUPERVISORY
BOARD MEMBERS SHALL BE ACCOUNTED FOR BY AN EXPRESS
PROVISION CONCERNING INSURANCE AGAINST SUCH RISKS
TO THE EXTENT PERMI SSIBLE BY LAW; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: (A) SECTION 17 OF
THE ARTICLES OF ASSOCIATION SHALL BE REVISED
TO READ AS FOLLOWS: 1. TH E MEMBERS OF THE SUPERVISORY
BOARD SHALL RECEIVE (A) A FIXED COMPENSATION
OF E UR 50,000 P.A.; (B) AN ANNUAL COMPENSATION
BASED ON THE SHORT-TERM SUCCESS OF THE COMPANY
IN THE AMOUNT OF EUR 150 PER EUR 0.01 OF EARNINGS
PER SHARE AS DIS CLOSED IN THE CONSOLIDATED FINANCIAL
STATEMENTS EXCEEDING A MINI MUM AMOUNT OF EUR
1.00. THE MINIMUM AMOUNT SHALL BE INCREASED ANNUALLY
BY 10%, BEGINNING WI TH THE FISCAL YEAR STARTING
ON OCTOBER 1, 2005; (C) A LONG-TERM COMPENSATION
P AYABLE AFTER EXPIRATION OF THE THEN APPLICABLE
FIVE-YEAR TERM OF THE SUPERVISO RY BOARD IN THE
AMOUNT OF EUR 50,000. THE LONG-TERM COMPENSATION
SHALL ONLY BE PAID IF EARNINGS PER SHARE AT THE
END OF THE TERM OF OFFICE HAVE INCREASED BY MORE
THAN 50% COMPARED TO THE BEGINNING OF THE TERM
OF OFFICE; EARNINGS PER S HARE ON WHICH THE SUPERVISORY
BOARD S REMUNERATION IS BASED ARE TO BE ADJUSTED
FOR SIGNIFICANT EXTRAORDINARY RESULTS. MEMBERS
OF THE SUPERVISORY BOARD WHO H AVE SERVED ON
THE SUPERVISORY BOARD OR A COMMITTEE FOR ONLY
PART OF THE FY OR TERM OF OFFICE SHALL RECEIVE
A PRO RATA COMPENSATION FOR EVERY MONTH OF SERVIC
E STARTED; 2. THE CHAIRMAN OF THE SUPERVISORY
BOARD SHALL RECEIVE DOUBLE, AND EACH DEPUTY CHAIRMAN
SHALL RECEIVE ONE AND ONE HALF TIMES THE AMOUNTS
TO BE PA ID PURSUANT TO SUBSECTIONS 1(A) AND
1(B). THE CHAIRMAN S COMMITTEE, THE MEDIAT ION
COMMITTEE, AND THE INVESTMENT COMMITTEE ARE NOT
INCLUDED IN THIS CALCULATI ON; 3. THE REMUNERATION
PURSUANT TO SUBSECTION 1(A) AND 1(B) SHALL BE
PAYABLE AFTER THE CLOSE OF THE ANNUAL SHAREHOLDERS
MEETING RATIFYING THE ACTS OF THE SUPERVISORY
BOARD FOR THE FYE BEFORE THE MEETING. THE COMPANY
SHALL REIMBURSE THE MEMBERS OF THE SUPERVISORY
BOARD FOR EXPENSES INCURRED AND FOR SALES TAXES
TO BE PAID ON THEIR REMUNERATION; AND 4. THE
MEMBERS OF THE SUPERVISORY BOARD SHALL BE INDEMNIFIED
BY THE COMPANY AGAINST THIRD PARTY CLAIMS TO
THE EXTENT PERMISSIBLE BY LAW. FOR THIS PURPOSE,
THE COMPANY PROVIDES A GROUP INSURANCE P OLICY
FOR BOARD MEMBERS AND EMPLOYEES OF SIEMENS AG
AND ITS SUBSIDIARIES WHICH COVERS PERSONAL LIABILITY
FOR FINANCIAL LOSS ASSOCIATED WITH SUPERVISORY
OR M ANAGEMENT FUNCTIONS . B. THE AMENDMENTS
TO THE ARTICLE OF ASSOCIATION REFERRED TO IN
AGENDA ITEM 9 (A) SHALL APPLY FOR THE FIRST TIME
TO THE FY THAT BEGAN O N 1 OCT 2004. THE LONG-TERM
COMPENSATION COMPONENT PURSUANT TO THE PROPOSED
SE CTION 17, SUBSECTION 1(C) OF THE ARTICLE OF
ASSOCIATION SHALL BE CALCULATED AN D GRANTED
ON A PRO RATA BASIS FROM THAT DATE UNTIL THE
EXPIRATION OF THE CURRE NT TERM OF, OFFICE, I.E.,
IT WILL BE PAYABLE PRO RATA FOR THE FIRST TIME
AFTER THE SHAREHOLDER S MEETING RATIFYING THE
ACTS OF THE SUPERVISORY BOARD FOR THE FY 2007
10. TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE Management
AMEND THE ARTICLES OF ASSOCIATIO N TO ADJUST
TO NEW LEGISLATION; THE HITHERTO REQUIRED PUBLICATION
OF COMPANY N OTICES IN THE PRINTED VERSION OF
THE GERMAN FEDERAL GAZETTE IS NO LONGER MANDA
TORY IN EVERY CASE. THEREFORE SECTION 3 OF THE
ARTICLES OF ASSOCIATION SHALL B E AMENDED TO
ACCOUNT FOR THE FACT THAT NOTICES, IF PERMISSIBLE,
SHALL NO LONGE R BE PUBLISHED IN THE PRINTED
VERSION BUT EXCLUSIVELY IN THE ELECTRONIC VERSIO
N OF THE GERMAN FEDERAL GAZETTE, TO REFLECT THE
INTERESTS OF BOTH SHAREHOLDERS AND THE COMPANY
IN A COST-EFFICIENT AND TRANSPARENT INFORMATION
POLICY; THERE FORE, THE SUPERVISORY BOARD AND
THE MANAGING BOARD PROPOSE THAT APPROVAL BE AN
D IS HEREBY GIVEN TO THE FOLLOWING RESOLUTION:
3 OF THE ARTICLES OF ASSOCIATIO N SHALL BE AMENDED
TO READ AS FOLLOWS: NOTICES OF THE COMPANY REQUIRED
BY LAW OR THESE ARTICLES OF ASSOCIATION SHALL
BE PUBLISHED IN THE ELECTRONIC GERMAN FEDERAL
GAZETTE (BUNDESANZEIGER). IF ANOTHER FORM OF
NOTICE SHOULD BE MANDATOR ILY REQUIRED, SUCH
FORM SHALL REPLACE THE NOTICE IN THE ELECTRONIC
GERMAN FEDE RAL GAZETTE
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* PLEASE BE ADVISED THAT THESE SHARES OF SIEMENS Non-Voting
AG ARE ISSUED IN REGISTERED F ORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
8.con ...CON T (3) SUCH STOCK MAY BE OFFERED FOR PURCHASE Non-Voting
BY, AND TRANSFERRED TO, PE RSONS CURRENTLY OR
FORMERLY EMPLOYED BY SIEMENS AG OR ANY OF ITS
SUBSIDIARIES; (4) SUCH STOCK MAY BE USED TO SERVICE
THE CONVERSION OR OPTION RIGHTS GRANTED BY SIEMENS
AG OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH
THE ISSUANCE OF B ONDS; THE AGGREGATE NUMBER
OF SHARES TRANSFERRED UNDER THIS AUTHORIZATION
MUST NOT EXCEED 10% OF THE CAPITAL STOCK AT THE
TIME WHEN THE STOCK IS USED, PROVI DED THAT IT
IS USED TO SERVICE CONVERSION OR OPTION RIGHTS
ISSUED BY APPLYING, MUTATIS MUTANDIS, THE PROVISIONS
OF 186 (3), 4TH SENTENCE, OF THE GERMAN STOC
K CORPORATION ACT (AGAINST CONTRIBUTIONS IN CASH,
WITH PREEMPTIVE RIGHTS OF SH AREHOLDERS EXCLUDED).
THIS LIMIT INCLUDES SHARES ISSUED OR DISPOSED
OF BY DIRE CT OR MUTATIS MUTANDIS APPLICATION
OF THESE PROVISIONS DURING THE TERM OF THIS AUTHORIZATION
AT THE TIME WHEN THE STOCK IS USED. THE LIMIT
ALSO INCLUDES SHA RES THAT WERE ISSUED OR ARE
TO BE ISSUED TO SERVICE BONDS WITH CONVERSION
OR O PTION RIGHTS GRANTED IN ACCORDANCE WITH
THE ABOVE PROVISIONS AT THE TIME WHEN THE STOCK
IS USED; (D) THE SUPERVISORY BOARD SHALL BE AUTHORIZED
TO USE SIEMEN S SHARES REACQUIRED BY THE COMPANY
ON THE BASIS OF THIS OR ANY PREVIOUSLY GIVE N
AUTHORIZATION AS FOLLOWS: SUCH SIEMENS SHARES
MAY BE TRANSFERRED TO THE MEMB ERS OF THE MANAGING
BOARD OF SIEMENS AG AS STOCK-BASED COMPENSATION
WITH A BLO CKING PERIOD OF AT LEAST TWO (2) YEARS;
IN THE CASE OF A COMMITMENT TO TRANSF ER SIEMENS
SHARES AT A LATER DATE, ANY TIME SPAN BETWEEN
COMMITMENT AND SETTLE MENT OF SUCH COMMITMENT
BY THE COMPANY SHALL BE CREDITED AGAINST THE
ABOVE-MEN TIONED MINIMUM BLOCKING PERIOD. FURTHER
DETAILS REGARDING STOCK-BASED COMPENSA TION FOR
MANAGING BOARD MEMBERS ARE DETERMINED BY THE
SUPERVISORY BOARD; (E) T HE AUTHORIZATIONS PURSUANT
TO PARAGRAPHS (C) AND (D) ABOVE MAY BE IMPLEMENTED
ONCE OR SEVERAL TIMES, SEVERALLY OR JOINTLY,
WHOLLY OR IN PART; (F) PREEMPTIVE RIGHTS OF SHAREHOLDERS
REGARDING REACQUIRED SIEMENS SHARES SHALL BE
EXCLUDED TO THE EXTENT TO WHICH SUCH SHARES ARE
USED PURSUANT TO PARAGRAPH (C), SUBSECT IONS
(2) THROUGH (4), AND PARAGRAPH (D) ABOVE
* PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting
THANK YOU
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T.E.R.N.A.- TRASMISSIONE ELETTRICITA' RETE NAZIONALE SPA, ROMA EGM Meeting Date: 01/31/2005
Issuer: T9471R100 ISIN: IT0003242622 BLOCKING
SEDOL: B01BN57, B05PS27
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE BYLAW, IN ORDER TO COPE WITH THE PRIME Management
MINISTER LAW DECREE S RESOLUT IONS NATIONAL
ELECTRIC NETWORK PROPERTY AND MANAGEMENT UNIFICATION
; AND AMEN D THE ARTICLE 1.1, 4.1, 6.4, 13.1,
14.3, 16.1 AND 24.1 OF THE BY LAW, TO INTRO DUCE
A NEW ARTICLE 15, SUBSEQUENTLY RENUMBERING THE
BY LAW
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
01 FEB 2005. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC AGM Meeting Date: 02/01/2005
Issuer: G4721W102 ISIN: GB0004544929
SEDOL: 0454492, 5919974
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS FOR THE FYE 30 SEP 2004, Management For
TOGETHER WITH THE DIRECTORS AND THE AUDITORS
REPORTS THEREON
2. RECEIVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE FYE 30 SEP 2004, TOGETHER W ITH THE AUDITORS
REPORT THEREON
3. DECLARE THE FINAL DIVIDEND FOR THE FYE 30 SEP Management For
2004 OF 35 PENCE PER ORDINARY SH ARE OF 10 PENCE
EACH PAYABLE ON 18 FEB 2005 TO THOSE SHAREHOLDERS
ON THE REGIS TER AT THE CLOSE OF BUSINESS ON
21 JAN 2004
4. RE-ELECT MR. A.G.L. ALEXANDER AS A DIRECTOR OF Management For
THE COMPANY
5. RE-ELECT MR. D.C. BONHAM AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. G. DAVIS AS A DIRECTOR OF THE COMPANY Management For
7. RE-ELECT MR. R. DYRBUS AS A DIRECTOR OF THE COMPANY Management For
8. RE-ELECT MS. S. MURRAY AS A DIRECTOR OF THE COMPANY Management For
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS
ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For
OF THE AUDITORS
11.a AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT T HE ACT , TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION AND TO
INCUR EU POLITI CAL EXPENDITURE NOT EXCEEDING
GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A
O F THE ACT; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2006 OR 01 AUG 2006 ;
11.b AUTHORIZE THE IMPERIAL TOBACCO LIMITED, IN ACCORDANCE Management For
WITH SECTION 347D OF THE COMPANIES THE ACT, TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND
TO INCU R EU POLITICAL EXPENDITURE NOT EXCEEDING
GBP 25,000 IN TOTAL AS DEFINED IN SEC TION 347A
OF THE ACT; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM TO BE HELD IN
2006 OR 01 AUG 2006
11.c AUTHORIZE THE IMPERIAL TOBACCO INTERNATIONAL Management For
LIMITED, IN ACCORDANCE WITH SECTI ON 347D OF
THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATI ON AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL
AS DEFINED IN SECTION 347A OF THE ACT; AUTHORITY
EXPIRES THE EARLIER OF THE CONC LUSION OF THE
NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006
11.d AUTHORIZE VAN NELLE TABAK NEDERLAND B.V. INCORPORATED Management For
IN NETHERLANDS , BEING A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF T HE COMPANIES THE ACT, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO IN CUR EU
POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000
IN TOTAL AS DEFINED IN S ECTION 347A OF THE ACT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF TH E NEXT AGM TO BE HELD IN 2006 OR 01 AUG
2006
11.e AUTHORIZE JOHN PLAYERS & SONS LIMITED, BEING Management For
A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN
ACCORDANCE WITH SECTION 347D OF THE COMPANIES
THE ACT, TO MAKE DON ATIONS TO EU POLITICAL ORGANIZATION
AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING
GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A
OF THE ACT; AUTHORIT Y EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM TO BE HELD IN
2006 OR 01 AUG 2006
11.f AUTHORIZE REEMTSMA CIGARETTENFABRIKEN GMBH INCORPORATED Management For
IN GERMANY , BEING A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO
EU POLITICAL ORGANIZATION AND TO INCU R EU POLITICAL
EXPENDITURE GBP 25,000 IN TOTAL AS DEFINED IN
SECTION 347A OF T HE ACT; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
TO BE HELD IN 2006 OR 01 AUG 2006
11.g AUTHORIZE ETS L. LACROIX FILS NV/SA INCORPORATED Management For
IN BELGIUM , BEING A WHOLLY OWNED SUBSIDIARY
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF THE COMPAN IES THE ACT, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
PO LITICAL EXPENDITURE NOT EXCEEDING GBP 25,000
IN TOTAL AS DEFINED IN SECTION 34 7A OF THE ACT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AG M TO BE HELD IN 2006 OR 01 AUG
2006
12. APPROVE AND ADOPT THE RULES OF THE IMPERIAL TOBACCO Management For
INTERNATIONAL SHARESAVE PL AN THE SHARESAVE
PLAN AS SPECIFIED AND AUTHORIZE THE DIRECTORS
TO MAKE ANY A MENDMENTS TO THE PLAN THAT THEY
CONSIDER NECESSARY OR APPROPRIATE TO IMPLEMENT
THE SHARESAVE PLAN AND COMPLY WITH OR TAKE ACCOUNT
OF TAXATION, EXCHANGE CONT ROL OR SECURITIES
LAWS OR REGULATIONS IN ANY JURISDICTION IN WHICH
THE SHARESA VE PLAN IS OR IS INTENDED TO OPERATE
INCLUDING AMENDMENTS TO OBTAIN THE APPROV AL
OF ANY TAX AUTHORITY
13. APPROVE THE RULES OF THE IMPERIAL TOBACCO GROUP Management For
SHARE MATCHING SCHEME
14. APPROVE THE RULES OF THE IMPERIAL TOBACCO GROUP Management For
LONG TERM INCENTIVE PLAN
15. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) UP TO AN AGGREGATE
NOMINAL AM OUNT OF GBP 24,300,000; AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF TH E
NEXT AGM OF THE COMPANY OR 01 AUG 2006 ; AND
THE DIRECTORS MAY ALLOT RELEVAN T SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.16 AUTHORIZE THE DIRECTORS, IN RELATION TO A SALE Management For
OF SHARES WHICH IS AN ALLOTMENT OF EQUITY SECURITIES
BY VIRTUE OF SECTION 94(3A) OF THE ACT AS IF
IN THE FIRS T PARAGRAPH OF THIS RESOLUTION THE
WORDS SUBJECT TO THE PASSING OF RESOLUTION 15
WERE OMITTED, TO ALLOT EQUITY SECURITIES SECTION
94 FOR CASH PURSUANT T O THE AUTHORITY CONFERRED
BY RESOLUTION 15, OR OTHERWISE IN THE CASE OF
TREASU RY SHARES 162(3) OF THE ACT , DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS S ECTION 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
RAT A ISSUE IN FAVOR OF HOLDERS OF EQUITY SECURITIES
WHERE THE EQUITY SECURITIES R ESPECTIVELY ATTRIBUTABLE
TO THE INTEREST OF ALL SUCH HOLDERS ARE PROPORTIONATE
TO THE RESPECTIVE NUMBER OF EQUITY SECURITIES
HELD BY THEM BUT SUBJECT TO SUC H EXCLUSIONS
OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM
NECESSARY OR EXPE DIENT IN RELATION TO THE FRACTIONAL
ENTITLEMENTS, TREASURY SHARES OR ANY LEGAL OR
PRACTICAL PROBLEMS ARISING UNDER THE LAWS OF
TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY
BODY OR ANY STOCK EXCHANGE IN ANY TERRITORY;
B) UP TO AN AG GREGATE NOMINAL AMOUNT OF GBP
3,645,500 5% OF THE ISSUED SHARE CAPITAL ;
AUT HORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 01 AUG 2006
; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC
H EXPIRY
S.17 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 72,900,000
ORDINARY SHAR ES OF 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 10 PE NCE
EXCLUSIVE OF EXPENSES AND UP TO AN AMOUNT EQUAL
TO 105% OF THE AVERAGE M IDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES TH E EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 01 AUG 2006 ; TH E COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal
AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
SEGA SAMMY HOLDINGS INC, TOKYO EGM Meeting Date: 02/15/2005
Issuer: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management For
TO JPY 10,000,000,000 FROM THE PRESENT JPY 276,062,754,138
- ------------------------------------------------------------------------------------------------------------------------------------
YUE YUEN INDUSTRIAL (HOLDINGS) LTD AGM Meeting Date: 02/24/2005
Issuer: G98803144 ISIN: BMG988031446
SEDOL: 6586537, 7538689
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management
AND THE REPORTS OF THE DI RECTORS AND THE AUDITORS
FOR THE YE 30 SEP 2004
2. DECLARE A DIVIDEND OF HKD 0.46 PER SHARE FOR Management
THE YE 30 SEP 2004
3. ELECT THE DIRECTORS AND AUTHORIZE THE BOARD OF Management
DIRECTORS TO FIX THEIR REMUNERA TION
4. APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management
OF DIRECTORS TO FIX THEIR REMUNER ATION
5.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management
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 SHARE CAPITAL OF THE
COMPANY IN ISSUE OTHERWISE THA N PURSUANT TO
A RIGHTS ISSUE OR THE EXERCISE OF SUBSCRIPTION
RIGHTS UNDER THE SHARE OPTION SCHEME OF THE COMPANY;
AUTHORITY EXPIRES AT THE CONCLUSION OF TH E
NEXT AGM OF THE COMPANY
5.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management
ITS OWN SHARES DURING THE R ELEVANT PERIOD, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND REGU LATIONS, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITA L OF THE COMPANY
IN ISSUE; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AG M OF THE COMPANY
5.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management
5.B, TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE
NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY
REPURCHAS ED BY THE COMPANY PURSUANT TO RESOLUTION
5.B, TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT
TO RESOLUTIO N 5.A
S.6 ADOPT THE NEW BY-LAWS OF THE COMPANY IN SUBSTITUTION Management
FOR AND TO THE EXCLUSION OF THE EXISTING BY-LAWS
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DO ALL S UCH ACTS, DEEDS AND THINGS AS THEY SHALL,
IN THEIR ABSOLUTE DISCRETION, DEEM F IT TO EFFECT
THE FOREGOING
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 02/25/2005
Issuer: Y70334100 ISIN: KR7005490008
SEDOL: 6693233
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET AND STATEMENT OF INCOME Management
FOR 2004
- ------------------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 02/25/2005
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
214895 DUE TO CHANGE IN THE A GENDA. 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 BALANCE SHEET, INCOME STATEMENT AND Management For
THE STATEMENT OF APPROPRIATION OF UNAPPROPRIATED
RETAINED EARNINGS
2.1 ELECT THE OUTSIDE DIRECTORS Management For
2.2 ELECT THE OUTSIDE DIRECTORS WHO IS MEMBER OF Management For
THE AUDITORS COMMITTEE
2.3 ELECT THE EXECUTIVE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT OF FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
ROCHE HLDG LTD AGM Meeting Date: 02/28/2005
Issuer: H69293217 ISIN: CH0012032048
SEDOL: 7110388, 7119158, 7618086
- ------------------------------------------------------------------------------------------------------------------------------------
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
* 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. APPROVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
2004
2. RATIFY THE ACTIONS TAKEN BY BOARD OF DIRECTORS Non-Voting
MEMBERS IN 2004
3. APPROVE THE DISTRIBUTION OF AN ORDINARY DIVIDED Non-Voting
OF CHF 2.00 GROSS PER SHARE AN D NON-VOTING EQUITY
SECURITY
4.1 RE-ELECT PROF. JOHN BELL AS A DIRECTOR FOR A Non-Voting
TERM OF 4 YEARS AS PROVIDED BY TH E ARTICLES
OF ASSOCIATION
4.2 RE-ELECT MR. ANDRE HOFFMANN AS A DIRECTOR FOR Non-Voting
A TERM OF 4 YEARS AS PROVIDED BY THE ARTICLES
OF ASSOCIATION
4.3 RE-ELECT DR. FRANZ B. HUMER AS A DIRECTOR FOR Non-Voting
A TERM OF 4 YEARS AS PROVIDED BY THE ARTICLES
OF ASSOCIATION
5. RE-ELECT KPMG KLYNVELD PEAT MARWICK GOERDELER Non-Voting
SA AS THE STATUTORY AND THE GROU P AUDITORS FOR
THE FY 2005
- ------------------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRS LTD AGM Meeting Date: 02/28/2005
Issuer: Y74718100 ISIN: KR7005930003
SEDOL: 6771720
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET, INCOME STATEMENT AND Management For
THE STATEMENT OF THE APPROPRIA TION OF RETAINED
EARNING DRAFT FOR THE 36TH FY FROM 01 JAN 2004
TO 31 DEC 20 04; THE CASH DIVIDEND EXCLUDING
INTERIM DIVIDENDS , DIVIDEND PER SHARE: KRW 5
,000 COMMON AND KRW 5,050 PREFERRED
2. APPROVE TO APPOINT THE MR. IN-JOO KIM AS AN EXECUTIVE Management For
DIRECTOR AS SPECIFIED
3. APPROVE TO LIMIT THE REMUNERATION FOR THE DIRECTORS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL AGM Meeting Date: 03/01/2005
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
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: 03/01/2005
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 2004
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; A TOTAL DIVIDEND PAYMENT OF CHF 2,610,034,767
IS EQUIVALENT TO A GROSS DIVIDEND OF CHF 1.05
PER REGISTERED SHARE OF CHF 0.50 N OMINAL VALUE
ENTITLED TO DIVIDENDS, PAYMENT WILL BE MADE WITH
EFFECT FROM 04 M AR 2005
4. APPROVE TO REDUCE THE SHARE CAPITAL BY CHF 19,019,500, Management
FROM CHF 1,388,605,000 TO CHF 1,369,585,500,
THAT THE CORRESPONDING NUMBER OF REGISTERED SHARES
BE SU BSEQUENTLY CANCELLED AND AMEND THE RELEVANT
CLAUSE IN THE ARTICLES OF INCORPOR ATION
5. AUTHORIZE THE BOARD OF DIRECTORS I) TO LAUNCH Management
A FIFTH SHARE REPURCHASE PROGRAM TO A MAXIMUM
AMOUNT OF CHF 4 BILLION, WITH THE AIM OF CANCELING
THE SHARES BO UGHT BACK AND II) TO REPURCHASE
FOR CANCELLATION OWN SHARES BEYOND THE LIMIT
O F 10% OF THE SHARE CAPITAL OF NOVARTIS AG IN
THE COURSE OF EITHER THE COMPLETI ON OF THE EXISTING
FOURTH SHARE REPURCHASE PROGRAM OF CHF 3 BILLION
OR THE IMP LEMENTATION OF THE FIFTH PROGRAM
6.1 RE-ELECT DR. H.C. BIRGIT BREUEL AS A BOARD OF Management
DIRECTOR FOR A TWO-YEAR TERM
6.2 RE-ELECT PROF. DR. PETER BURCKHARDT AS A BOARD Management
OF DIRECTOR FOR A THREE-YEAR TE RM EACH
6.3 RE-ELECT MR. ALEXANDRE F. JETZER AS A BOARD OF Management
DIRECTOR FOR A THREE-YEAR TERM EACH
6.4 RE-ELECT MR. PIERRE LANDOLT AS A BOARD OF DIRECTOR Management
FOR A THREE-YEAR TERM EACH
6.5 RE-ELECT PROF. DR. ULRICH LEHNER AS A BOARD OF Management
DIRECTOR FOR A THREE-YEAR TERM EACH
7. APPOINT PRICEWATERHOUSECOOPERS AG, AS THE AUDITORS Management
AND THE GROUP AUDITORS, FOR A FURTHER YEAR
* 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
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 206785, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
- ------------------------------------------------------------------------------------------------------------------------------------
ALPHA BANK SA EGM Meeting Date: 03/29/2005
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517, B06G6X6
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVAL OF THE DRAFT CONTRACT AND DEED FOR THE Management
MERGER OF ALPHA BANK A.E AND DELTA SINGULAR
S.A. BY ABSORPTION OF THE LATTER BY THE FORMER,
APPROVAL OF THE MERGER BALANCE SHEET OF ALPHA
BANK A.E. , THE RELEVANT CERTIFICATES OF TH E
AUDITORS, THE REPORT OF THE BOARD OF DIRECTORS,
ACCORDING TO ARTICLE 69, PA RAGRAPH 4 OF LAW
2190/1920 AND GRANTING OF AUTHORIZATION FOR THE
SIGNING OF TH E NOTARIAL DEED AND THE PERFORMANCE
OF ANY OTHER ACT OR STATEMENT REQUIRED TO THIS
PURPOSE
2. INCREASE OF THE SHARE CAPITAL OF ALPHA BANK Management
A.E. BY THE AMOUNT OF THE SHARE CAPITAL CONTRIBUTED
BY DELTA SINGULAR S.A. , RESULTING FROM ITS
ABSORPTION. D ECREASE OF THE SHARE CAPITAL OF
ALPHA BANK A.E. , BY THE AMOUNT WHICH CORRESP
ONDS TO THE PAR VALUE OF THE SHARES OF THE ABSORBED
COMPANY OWNED BY THE ABSOR BING COMPANY. INCREASE
OF THE SHARE CAPITAL OF ALPHA BANK A.E. BY
THE CAPITA LIZATION OF RESERVES FOR THE ROUNDING
OFF OF THE NOMINAL VALUE OF EACH SHARE O F ALPHA
BANK A.E. TO EUR 5,35. ISSUE AND DISTRIBUTION
OF SHARES. AMENDMENT O F ARTICLE 5 OF THE ARTICLES
OF INCORPORATION AND GRANTING OF AN IRREVOCABLE
OR DER TO THE BOARD OF DIRECTORS FOR THE SETTLEMENT
OF ANY FRACTIONAL RIGHTS
3. APPROVAL OF ALL DEEDS, ACTIONS AND STATEMENTS, Management
UNTIL TODAY, OF THE BOARD OF DI RECTORS OF ALPHA
BANK A.E. AND OF ITS REPRESENTATIVES AND PROXIES
RELATIVE T O THE AFOREMENTIONED MERGER
* PLEASE NOTE THAT THE MEETING HELD ON 01 MAR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 15
MAR 2005 AT 10: 00 AM. PLEASE ALSO NOTE THE NEW
CUTOFF DATE IS 03 MAR 2005. IF YOU HAVE ALREAD
Y SENT YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO A MEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
* PLEASE NOTE THAT THE MEETING HELD ON 15 MAR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 29
MAR 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE
17 MAR 2005. IF YOU HAVE ALREADY SENT YOUR VOT
ES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGI NAL INSTRUCTIONS.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
CANON INC AGM Meeting Date: 03/30/2005
Issuer: J05124144 ISIN: JP3242800005
SEDOL: 5485271, 6172323, B021CR1
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE THE PROFIT APPROPRIATION FOR NO. 104 Management For
TERM: DIVIDENDS FOR THE CURRENT T ERM HAS BEEN
PROPOSED AS JYP40 PER SHARE JYP65 ON A YEARLY
BASIS
2 AMEND THE COMPANY S ARTICLES OF INCORPORATION Management Against
3.1 ELECT MR. FUJIO MITARAI AS A DIRECTOR Management For
3.2 ELECT MR. YUKIO YAMASHITA AS A DIRECTOR Management For
3.3 ELECT MR. TOSHIZOU TANAKA AS A DIRECTOR Management For
3.4 ELECT MR. TSUNEJI UCHIDA AS A DIRECTOR Management For
3.5 ELECT MR. YUUSUKE EMURA AS A DIRECTOR Management For
3.6 ELECT MR. NOBUYOSHI TANAKA AS A DIRECTOR Management For
3.7 ELECT MR. JUNJI ICHIKAWA AS A DIRECTOR Management For
3.8 ELECT MR. HAJIME TSURUOKA AS A DIRECTOR Management For
3.9 ELECT MR. AKIYOSHI MOROE AS A DIRECTOR Management For
3.10 ELECT MR. KUNIO WATANABE AS A DIRECTOR Management For
3.11 ELECT MR. HIRONORI YAMAMOTO AS A DIRECTOR Management For
3.12 ELECT MR. YOUROKU ADACHI AS A DIRECTOR Management For
3.13 ELECT MR. YASUO MITSUHASHI AS A DIRECTOR Management For
3.14 ELECT MR. KATSUICHI SHIMIZU AS A DIRECTOR Management For
3.15 ELECT MR. RYOUICHI BAMBA AS A DIRECTOR Management For
3.16 ELECT MR. TOMONORI IWASHITA AS A DIRECTOR Management For
3.17 ELECT MR. TOSHIO HOMMA AS A DIRECTOR Management For
3.18 ELECT MR. SHIGERU IMAIIDA AS A DIRECTOR Management For
3.19 ELECT MR. MASSAHIRO OOSAWA AS A DIRECTOR Management For
3.20 ELECT MR. KEIJIROU YAMSZAKI AS A DIRECTOR Management For
3.21 ELECT MR. SHUNICHI UZAWA AS A DIRECTOR Management For
3.22 ELECT MR. MASAKI NAKAOKA AS A DIRECTOR Management For
3.23 ELECT MR. TOSHIYUKI KOMATSU AS A DIRECTOR Management For
3.24 ELECT MR. SHIGEYUKI MATSUMOTO AS A DIRECTOR Management For
3.25 ELECT MR. HARUHISA HONDA AS A DIRECTOR Management For
4 GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS: Management For
MR. KINYA UCHIDA AND MR . IKUO SOUMA ACCORDING
TO THE COMPANY RULE
- ------------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE PHILIPS ELECTRONICS N V AGM Meeting Date: 03/31/2005
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
216834 DUE TO CHANGE IN THE V OTING STATUS OF
THE RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WI LL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THAN K YOU.
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting
BLOCKING IS LIMITED TO THE P ERIOD BETWEEN VOTE
DEADLINE DATE (18 MARCH 2005) AND REGISTRATION
DATE (24 MAR CH 2005, 9 AM CET). SHARES CAN BE
TRADED THEREAFTER. VOTE INSTRUCTIONS RECEIVE
D AFTER VOTE DEADLINE DATE (BUT BEFORE THE REGISTRATION
DATE) ARE CONSIDERED L ATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIE
D TO LATE VOTES BEGINNING ON RECEIPT DATE OF
VOTE INSTRUCTIONS THROUGH REGISTR ATION DATE
(24 MARCH 2005, 9 AM CET). SHARES CAN BE TRADED
THEREAFTER.
1. OPENING OF THE GENERAL MEETING Non-Voting
2.a ADOPTION OF THE 2004 FINANCIAL STATEMENTS Management
2.b EXPLANATION OF POLICY ON ADDITIONS TO RESERVES Non-Voting
AND DIVIDENDS
2.c ADOPTION OF THE DIVIDEND TO SHAREHOLDERS OF EUR Management
0.40 PER COMMON SHARE
2.d DISCHARGE OF THE RESPONSIBILITIES OF THE MEMBERS Management
OF THE BOARD OF MANAGEMENT
2.e DISCHARGE OF THE RESPONSIBILITIES OF THE MEMBERS Management
OF THE SUPERVISORY BOARD
3.a DISCUSSION ON CORPORATE GOVERNANCE STRUCTURE Non-Voting
3.b AMENDMENT OF THE ARTICLES OR ASSOCIATION OF THE Management
COMPANY
4. RE-APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS EXTERNAL Management
AUDITOR OF THE COMPANY
5.a RE-APPOINTMENT OF MR G.J. KLEISTERLEE AS PRESIDENT/CEO Management
AND MEMBER OF THE BOARD OF MANAGEMENT
5.b APPOINTMENT OF MR. P.J. SIVIGNON AS MEMBER OF Management
THE BOARD OF MANAGEMENT
6.a RE-APPOINTMENT OF MR. L. SCHWEITZER AS MEMBER Management
OF THE SUPERVISORY BOARD
6.b APPOINTMENT OF MR. N.L. WONG AS MEMBER OF THE Management
SUPERVISORY BOARD
6.c APPOINTMENT OF MR. J.J. SCHIRO AS MEMBER OF THE Management
SUPERVISORY BOARD
7. ADOPTION OF THE CHANGE OF THE REMUNERATION FOR Management
THE MEMBERS OF THE SUPERVISORY BOARD
8. AUTHORIZATION OF THE BOARD OF MANAGEMENT TO (I) Management
ISSUE OR GRANT RIGHTS TO ACQUI RE SHARES AND
(II) RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS
9. AUTHORIZATION OF THE BOARD OF MANAGEMENT TO ACQUIRE Management
SHARES IN THE COMPANY
10. ANY OTHER BUSINESS Non-Voting
11. CLOSING OF THE GENERAL MEETING Non-Voting
* THE AGENDA AND EXPLANATORY NOTES, AS WELL AS Non-Voting
THE UNDERLYING DOCUMENTS FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS, INCLUDING THE ANNUAL
REPORT 2004 AND T HE EXPLANATORY NOTES TO THE
AMENDMENT TO THE ARTICLES OF ASSOCIATION, CAN
BE F OUND AT THE FOLLOWING WEBSITE WWW.PHILIPS.COM/INVESTOR.
DIRECT LINK TO INFORMA TION ON THE AGM: WWW.PHILIPS.COM/ABOUT/INVESTOR/SECTION-13640/SECTION-13970/IN
DEX.HTML
- ------------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE PHILIPS ELECTRS N V AGM Meeting Date: 03/31/2005
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 OF THE GENERAL MEETING Non-Voting
2.a APPROVE THE ANNUAL ACCOUNTS ON THE FY 2004 Management
2.b APPROVE THE EXPLANATION OF POLICY ON ADDITIONS Management
TO RESERVES AND DIVIDENDS
2.c DECLARE THE DIVIDEND OVER THE FY 2004 AT EUR Management
0.40 PER COMMON SHARE
2.d GRANT DISCHARGE TO THE MANAGING BOARD AND SUPERVISORY Management
BOARD IN RESPECT OF THE DUTIES PERFORMED DURING
THE PAST FY
3.a APPROVE CORPORATE GOVERNANCE STRUCTURE Management
3.b APPROVE TO CHANGE THE ARTICLES OF ASSOCIATION Management
IN RESPECT OF: WITHDRAWAL OF PRI ORITY SHARES
REQUIREMENTS FOR OVERRULING A BINDING RECOMMENDATION
REGARDING AP POINTMENT OF THE MEMBERS OF THE
SUPERVISORY BOARD AND MEMBERS OF THE MANAGING
BOARD FORMALIZATION OF RULES TO AVOID CONFLICTS
OF INTEREST BETWEEN THE COMPAN Y AND MEMBERS
OF THE MANAGING BOARD TERMS OF APPOINTMENT OF
MEMBERS OF THE MAN AGING BOARD MATTERS TO BE
APPROVED BY THE SUPERVISORY BOARD INDEMNIFICATION
OF MEMBERS OF THE MANAGING AND SUPERVISORY BOARD
INTRODUCTION OF A RECORD DATE F OR SHAREHOLDERS
MEETINGS ATTENDANCE APPOINTMENT PERIOD OF AN
EXTERNAL AUDITOR
4 APPOINT KPMG ACCOUNTANTS AS THE AUDITORS RESPONSIBLE Management
FOR AUDITING THE FINANCIA L ACCOUNTS FOR THE
YEARS 2005 UNTIL AND INCLUDING 2007
5. RE-APPOINT MR. G. KLEISTERLEE AS CEO AND MR. Management
P.J. SIVIGNON AS MEMBER OF THE M ANAGEMENT BOARD
6. RE-APPOINT MR. L. SCHWIETZER WITH EFFECT FROM Management
31 MAR 2005; APPOINT MR. N.L. WO NG WITH EFFECT
FROM 01 APR 2005 AND MR. J.J. SCHIRO WITH EFFECT
FROM 01 OCT 20 05 AS MEMBER OF THE SUPERVISORY
BOARD WHERE ALL DETAILS AS LAID IN ARTICLE 2:1
58 PARAGRAPH 5, SECTION 2:142 PARAGRAPH 3 OF
THE DUTCH CIVIL CODE ARE AVAILABL E FOR THE GENERAL
MEETING OF SHAREHOLDERS
7. APPROVE TO SET THE ANNUAL REMUNERATION FOR THE Management
MEMBERS OF THE SUPERVISORY BOAR D AS FALLOWS:
THE MEMBERS EUR 41,000, THE CHAIRMAN EUR 75,000
ANNUAL REMUNERAT ION FOR EACH SUPERVISORY BOARD
COMMITTEE MEMBERSHIP EUR 4,500; FOR A REGULAR
M EMBER AND EUR 6,000 FOR THE CHAIRMAN OF A COMMITTEE;
ANNUAL REMUNERATION FOR T HE CHAIRMAN OF THE
SUPERVISORY BOARD S AUDIT COMMITTEE: EUR 7000
8. APPROVE THAT THE MANAGING BOARD, SUBJECT TO THE Management
APPROVAL OF THE SUPERVISORY BO ARD, BE DESIGNATED
FOR A PERIOD OF 18 MONTHS AS THE BODY WHICH IS
AUTHORIZED T O RESOLVE TO ISSUE SHARES UP TO
A NUMBER OF UNISSUED SHARES IN THE CAPITAL OF
THE COMPANY; AUTHORIZE THE MANAGING BOARD, UNDER
THE APPROVAL OF THE SUPERVISO RY BOARD AS THE
SOLE BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE
RIGHT ON NEW ISS UED SHARES IN THE COMPANY
9. AUTHORIZE THE MANAGEMENT BOARD, SUBJECT TO THE Management
APPROVAL OF THE SUPERVISORY BOA RD, TO CAUSE
THE COMPANY TO ACQUIRE ITS OWN SHARES FOR VALUABLE
CONSIDERATION, UP TO A MAXIMUM NUMBER WHICH,
AT THE TIME OF ACQUISITION, THE COMPANY IS PERM
ITTED TO ACQUIRE PURSUANT TO THE PROVISIONS OF
SECTION 98, SUBSECTION 2, OF BO OK M2 OF THE
NETHERLANDS CIVIL CODE; SUCH ACQUISITION MAY
BE EFFECTED BY MEANS OF ANY TYPE OF CONTRACT,
INCLUDING STOCK EXCHANGE TRANSACTIONS, THE PRICE
MUS T LIE BETWEEN THE PAR VALUE OF THE SHARES
AND AN AMOUNT EQUAL TO 110% OF THE M ARKET PRICE
10. ANY OTHER BUSINESS Other
11. CLOSING OF THE GENERAL MEETING 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 23 MAR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON AGM Meeting Date: 04/06/2005
Issuer: W26049119 ISIN: SE0000108656
SEDOL: 0615642, 4303095, 4321558, 4411200, 5009972, 5179723, 5959378, 5962967, 5967360, 7527267
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting
RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER
INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT
HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED
TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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 ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU
1. ELECT THE CHAIRMAN OF THE MEETING Non-Voting
2. APPROVE TO PREPARE THE VOTING LIST Non-Voting
3. APPROVE THE AGENDA OF THE MEETING Non-Voting
4. APPROVE THE DETERMINE WHETHER THE MEETING HAS Non-Voting
BEEN PROPERLY ANNOUNCED
5. ELECT THE 2 PERSONS APPROVING THE MINUTES Non-Voting
6.a RECEIVE THE ANNUAL REPORT, THE AUDITORS REPORT, Non-Voting
THE CONSOLIDATED ACCOUNTS AND THE AUDITORS REPORT
ON THE CONSOLIDATED ACCOUNTS
6.b RECEIVE THE WORK OF THE BOARD OF DIRECTORS AND Non-Voting
ITS COMMITTEES FOR THE PAST YEA R
6.c APPROVE THE PRESIDENT S SPEECH AND THE SHAREHOLDERS Non-Voting
POSSIBLE QUESTIONS TO THE BOARD OF DIRECTORS
AND THE MANAGEMENT
6.d RECEIVE THE AUDIT WORK DURING 2004 Non-Voting
7.a APPROVE THE PROFIT AND LOSS STATEMENT AND THE Management
BALANCE SHEET, THE CONSOLIDATED PROFIT AND LOSS
STATEMENT AND THE CONSOLIDATED BALANCE SHEET
FOR THE GROUP
7.b GRANT DISCHARGE THE LIABILITY FOR THE MEMBERS Management
OF THE BOARD OF DIRECTORS AND TH E PRESIDENT
7.c APPROVE THE BOARD OF DIRECTORS TO PAY DIVIDEND Management
OF SEK 0.25 BE PAID FOR YEAR 20 04 AND RECORD
DATE AS 11 APR 2005 FOR DIVIDEND; VPC AB IS EXPECTED
TO DISBURSE DIVIDENDS ON 14 APR 2005
8. APPROVE THE NUMBER OF BOARD MEMBERS BE 9 WITHOUT Management
ANY DEPUTY BOARD MEMBERS
9. APPROVE TO DETERMINE THE FEE PAYABLE TO THE BOARD Management
OF DIRECTORS BE SEK 8,800,00 0 TO DE DISTRUSTED
AMONG THE MEMBERS NOT EMPLOYED BY THE COMPANY:
THE CHAIRMAN SEK 3,000,000, THE DEPUTY CHAIRMAN
AND THE OTHER BOARD MEMBERS SEK 600,000 EA CH;
THE COMMITTEE MEMBERS RECEIVE SEK 125,000 FOR
EACH COMMITTEE ASSIGNMENT, B UT THE CHAIRMAN
OF THE AUDIT COMMITTEE SEK 350,000 AND THE OTHER
2 MEMBERS OF THE AUDIT COMMITTEE RECEIVE SEK
250,000 EACH
10. ELECT MR. MICHAEL TRESCHOW AND MR. ULF J. JOHANSSON Management
AS THE CHAIRMAN OF THE BOA RD, MR. ARNE MARTENSSON
AND MR. MARCUS WALLENBERG AS A DEPUTY CHAIRMAN
AND RE- ELECT SIR. PETER L. BONFIELD, MR. SVERKAR
MARTIN-LOF, MS. NANCY MCKINSTRY ECKH ARD PFEIFFER,
MR. CARL-HENRIC SVANBERG AND MS. LENA TORELL
AS THE BOARD MEMBER S
11. APPROVE THE FEE TO THE AUDITORS BE PAID ON APPROVED Management
ACCOUNT
12. RE-ELECT MESSERS. BJORN SVEDBERG, BENGT BELFRAGE, Management
NORDEA FONDER, CHRISTER ELME HAGEN, AMF PENSION
AND MICHAEL TRESCHOW AS THE CHAIRMAN OF THE COMMITTEE
AND E LECT MESSERS. CURT KALLSTROMER, HANDELSBANKENS
PENSIONSSTIFTELSE, PENSIONSKASS A AND PERSONALSTIFTELSE
AS THE MEMBERS OF THE NOMINATION COMMITTEE UNTIL
THE E ND OF THE AGM IN 2006; THE NOMINATION COMMITTEE
PROPOSES NO FEE BE PAID TO THE COMMITTEE MEMBERS
AND THE ASSIGNMENT OF THE COMMITTEE SHALL COVER
THE SPECIFI ED PROPOSALS
13.a APPROVE THE BOARD OF DIRECTORS, TO IMPLEMENT Management
THE LONG TERM INCENTIVE PLAN 2005 LTI 2005 ,
UP TO 39,300,000 SHARES OF SERIES B AND COMPRISING
3 PARTS: I) TH E STOCK PURCHASE PLAN, II) THE
KEY CONTRIBUTOR PROGRAM AND III) THE PERFORMANC
E MATCHING PROGRAM, ACCORDING TO THE PRINCIPLE
GUIDELINES AS SPECIFIED
13.b APPROVE TO TRANSFER, PRIOR TO THE AGM OF SHAREHOLDERS Management
2006, UP TO 7,800,000 SH ARES OF SERIES B, OUT
OF THE HOLDING OF 39,300,000 SHARES OF SERIES
B, TO COVE R CERTAIN PAYMENTS, MAINLY SOCIAL PAYMENTS
14. APPROVE TO RESOLVE THAT ERICSSON SHALL HAVE THE Management
RIGHT TO TRANSFER, PRIOR TO TH E AGM OF 2006,
A MAXIMUM OF 60,045,665 SHARES OF SERIES B, OR
THE LOWER NUMBER OF SHARES OF SERIES B, WHICH
AS PER 06 APR 2005, REMAIN OF THE ORIGINAL 61,90
0,000 FOR THE PURPOSE OF COVERING CERTAIN PAYMENTS,
PRIMARILY SOCIAL SECURITY CHARGES THAT MAY OCCUR
IN RELATION TO THE COMPANY S GLOBAL STOCK INCENTIVE
PRO GRAM 2001, THE STOCK PURCHASE PLAN 2003 AND
THE LONG TERM INCENTIVE PLAN 2004
15. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
NOKIA CORP AGM Meeting Date: 04/07/2005
Issuer: X61873133 ISIN: FI0009000681
SEDOL: 0083443, 0654504, 5902941, 5945418, 5946154, 5946455
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE
1.1 APPROVE THE BALANCE SHEET AND THE INCOME STATEMENTS Management
1.2 APPROVE THE ACTION OR PROFIT OR LOSS BOARD S Management
PROPOSAL TO PAY A DIVIDEND OF EUR 0.33 PER SHARE
1.3 GRANT DISCHARGE FROM LIABILITY Management
1.4 APPROVE THE REMUNERATION OF THE BOARD MEMBERS Management
1.5 APPROVE THE NUMBER OF BOARD MEMBERS Management
1.6 ELECT THE BOARD MEMBERS Management
1.7 APPROVE THE REMUNERATION OF THE AUDITOR(S) Management
1.8 ELECT THE AUDITOR(S) Management
2. APPROVE TO GRANT STOCK OPTIONS TO SELECTED PERSONNEL Management
3. APPROVE TO DECREASE SHARE CAPITAL BY CANCELING Management
SHARES
4. AUTHORIZE THE BOARD TO INCREASE SHARE CAPITAL Management
5. AUTHORIZE THE BOARD TO DECIDE ON ACQUIRING COMPANY Management
S OWN SHARES
6. AUTHORIZE THE BOARD TO DECIDE ON DISPOSING COMPANY Management
S OWN SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
NOKIA CORP AGM Meeting Date: 04/07/2005
Issuer: X61873133 ISIN: FI0009000681
SEDOL: 0083443, 0654504, 5902941, 5945418, 5946154, 5946455
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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.
* MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting
RULES REQUIRE ADP TO DISCLOS E BENEFICIAL OWNER
INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT
HAS MULTI PLE BENEFICIAL OWNERS, YOU WILL NEED
TO PROVIDE THE BREAKDOWN OF EACH BENEFICI AL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENT ATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
217230 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. RECEIVE THE ANNUAL ACCOUNTS Management
2. APPROVE THE INCOME STATEMENTS AND THE BALANCE Management
SHEETS
3. APPROVE THE PROFIT FOR THE YEAR AND PAYMENT OF Management
DIVIDEND OF EUR 0.33 PER SHARE FOR FY 2004 TO
THE SHAREHOLDERS REGISTERED IN THE REGISTER OF
SHAREHOLDERS HEL D BY FINNISH CENTRAL SECURITIES
DEPOSITORY LTD ON THE RECORD DATE 12 APR 2005;
DIVIDEND WILL BE PAID ON 22 APR 2005
4. GRANT DISCHARGE TO THE CHAIRMAN, THE MEMBER OF Management
THE BOARD OF DIRECTORS AND THE PRESIDENT, FROM
LIABILITY
5. APPROVE THE REMUNERATION PAYABLE TO THE MEMBERS Management
OF BOARD OF DIRECTORS
6. APPROVE TO INCREASE THE NUMBER OF BOARD MEMBERS Management
FROM 8 TO 10
7.1 RE-ELECT MR. PAUL J. COLLINS AS A BOARD MEMBER Management
UNTIL THE NEXT AGM
7.2 RE-ELECT MR. GEORG EHRNROOTH AS A BOARD MEMBER Management
UNTIL THE NEXT AGM
7.3 RE-ELECT MR. BENGT HOLMSTROM AS A BOARD MEMBER Management
UNTIL THE NEXT AGM
7.4 RE-ELECT MR. PER KARLSSON AS A BOARD MEMBER UNTIL Management
THE NEXT AGM
7.5 RE-ELECT MR. JORMA OLLILA AS A BOARD MEMBER UNTIL Management
THE NEXT AGM
7.6 RE-ELECT MR. MARJORIE SCARDINO AS A BOARD MEMBER Management
UNTIL THE NEXT AGM
7.7 RE-ELECT MR. VESA VAINIO AS A BOARD MEMBER UNTIL Management
THE NEXT AGM
7.8 RE-ELECT MR. ARNE WESSBERG AS A BOARD MEMBER Management
UNTIL THE NEXT AGM
7.9 ELECT MR. DAN HESSE AS A BOARD MEMBER Management
7.10 ELECT MR. EDOUARD MICHELIN AS A BOARD MEMBER Management
8. APPROVE THE AUDITORS REMUNERATION Management
9. RE-ELECT PRICEWATERHOUSECOOPERS OY AS THE AUDITOR Management
FOR FY 2005
10. APPROVE TO GRANT A MAXIMUM OF 25,000,000 STOCK Management
OPTIONS, WHICH ENTITLE TO SUBSC RIBE FOR A MAXIMUM
OF 25,000,000 NEW NOKIA SHARES TO THE SELECTED
PERSONNEL OF NOKIA GROUP AND A FULLY OWNED SUBSIDIARY
OF NOKIA CORPORATION; SHARE SUBSCRIP TION PERIOD
I.E. EXERCISE PERIOD WILL COMMENCE NO EARLIER
THAN 01 JUL 2006, AND TERMINATE NO LATER THAN
31 DEC 2011 IN ACCORDANCE WITH THE BOARD S RESOLUT
ION TO BE TAKEN AT A LATER TIME
11. APPROVE TO REDUCE THE SHARE CAPITAL BY A MINIMUM Management
OF EUR 10,560,000 AND A MAXIM UM OF EUR 13,800,000
THROUGH CANCELLATION OF A MINIMUM OF 176,000,000
AND MAXI MUM OF 230,000,000 NOKIA SHARES HELD
BY THE COMPANY PRIOR TO THE AGM; AND THAT THE
SHARE CAPITAL BE REDUCED BY TRANSFER OF THE AGGREGATE
PAR VALUE OF THE SH ARES TO BE CANCELLED FROM
THE SHARE CAPITAL TO THE SHARE PREMIUM CAPITAL
12. AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management
OF THE COMPANY WITH A MAXIMU M OF EUR 53,160,000,
AS A RESULT OF SHARE ISSUANCE AN AGGREGATE MAXIMUM
OF 886 ,000,000 NEW SHARES MAY BE ISSUED, AT
A SUBSCRIPTION PRICE AND ON THE TERMS AN D CONDITIONS
AS DECIDED BY THE BOARD; TO DISAPPLY THE SHAREHOLDERS
PRE-EMPTIV E RIGHTS TO THE COMPANY S SHARES
PROVIDED THAT FROM THE COMPANY S PERSPECTIVE
IMPORTANT FINANCIAL GROUNDS EXIST; AND TO DETERMINE
THAT A SHARE SUBSCRIPTION MAY BE MADE AGAINST
PAYMENT IN KIND OR OTHERWISE ON CERTAIN TERMS;
AUTHORITY EXPIRES ON 07 APR 2006
13. AUTHORIZE THE BOARD TO REPURCHASE A MAXIMUM OF Management
443,200,000 NOKIA SHARES 10% O F THE SHARE CAPITAL
OF THE COMPANY AND TOTAL VOTING RIGHTS BY USING
FUNDS AVA ILABLE FOR DISTRIBUTION OF PROFITS;
THE PROPOSAL IS BASED ON THE ASSUMPTION TH AT
THE AMENDMENT OF THE FINNISH COMPANIES ACT WILL
PASSED BY THE PARLIAMENT PR IOR TO OR DURING
THE VALIDITY OF THE PROPOSED AUTHORIZATION; IN
THE EVENT THE PROPOSED AMENDMENT DOES NOT ENTER
INTO FORCE, THE AUTHORIZATION FOR THE BOARD SHALL
AMOUNT TO A MAXIMUM OF 221,600,000 NOKIA SHARES
5% OF THE COMPANY S SHA RE CAPITAL OR TOTAL
VOTING RIGHTS AS PERMITTED BY THE CURRENT LAW
; THE SHARES CAN BE PURCHASED EITHER: A) THROUGH
A TENDER OFFER MADE TO ALL THE SHAREHOLDE R ON
EQUAL TERMS AND FOR AN EQUAL PRICE DETERMINED
BY THE BOARD; B) THROUGH PU BLIC TRADING; AUTHORITY
EXPIRES ON 07 APR 2006
14. AUTHORIZE THE BOARD TO DISPOSE A MAXIMUM OF 443,200,000 Management
NOKIA SHARES AND TO RE SOLVE TO WHOM, UNDER WHICH
TERMS AND CONDITIONS AND HOW MANY SHARES ARE
DISPOS ED AT A PRICE DETERMINED BY THE BOARD,
ALSO FOR THE CONSIDERATION IN KIND AND TO DISPOSE
THE SHARES IN ANOTHER PROPORTION THAN THAT OF
THE SHAREHOLDERS PRE -EMPTIVE RIGHTS TO THE
COMPANY S SHARES, PROVIDED THAT FROM THE COMPANY
S PERS PECTIVE IMPORTANT FINANCIAL GROUND EXIST;
AUTHORITY EXPIRES ON 07 APR 2006
* PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting
CHANGE IN THE RECORD DATE. ALSO P LEASE NOTE
THAT NEW CUT OFF DATE 18 MAR 2005. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
O RIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
NOKIA CORPORATION NOK Annual Meeting Date: 04/07/2005
Issuer: 654902 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
02 APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE Management
SHEET.
03 APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL Management
MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.
04 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE Management
BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.
06 PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED Management
BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.
07 DIRECTORS Management
08 APPROVAL OF THE REMUNERATION TO BE PAID TO THE Management
AUDITOR.
09 APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS Management
OY AS THE AUDITORS FOR FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS Management
TO SELECTED PERSONNEL OF THE COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE Shareholder
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE Shareholder
CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA Management
SHARES.
14 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES Shareholder
HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA Management
S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION
ON YOUR BEHALF ONLY UPON ITEM 15.
- ------------------------------------------------------------------------------------------------------------------------------------
BANGKOK BANK PUBLIC CO LTD AGM Meeting Date: 04/12/2005
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 11TH AGM HELD ON 09 Management For
APR 2004
2. ACKNOWLEDGE THE REPORTS ON THE RESULTS OF OPERATIONS Management For
FOR THE YEAR 2004 AS PRES ENTED IN THE ANNUAL
REPORT
3. ACKNOWLEDGE THE REPORT OF THE AUDIT COMMITTEE Management For
4. APPROVE THE BALANCE SHEET AND THE INCOME STATEMENT Management For
FOR THE YEAR 2004
5. APPROVE THE APPROPRIATION OF THE PROFIT AND PAYMENT Management For
OF DIVIDEND FOR THE YEAR 2 004
6. ELECT THE DIRECTOR(S) IN PLACE OF THOSE RETIRING Management For
BY ROTATION
7. APPOINT THE AUDITORS AND DETERMINE THE REMUNERATION Management For
8. APPROVE THE AMENDMENT TO CLAUSE 4 THE REGISTERED Management For
CAPITAL OF THE BANK OF THE BANK S MEMORANDUM
OF ASSOCIATION
9. APPROVE THE RECONSIDERATION OF THE RESOLUTIONS Management Against
REGARDING THE ALLOCATIONS OF SH ARES AND ISSUANCE
OF VARIOUS TYPES OF THE BANK S SECURITIES
10. OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY AGM Meeting Date: 04/14/2005
Issuer: H57312466 ISIN: CH0012056047 BLOCKING
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 YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISS UED REQUESTING YOUR
VOTING INSTRUCTIONS
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting
COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
HENKEL KGAA OGM Meeting Date: 04/18/2005
Issuer: D32051126 ISIN: DE0006048432
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.
THANK YOU.
* PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting
REPORT FOR THE FY 2004 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP AN NUAL REPORT, AND APPROVE THE 2004
FINANCIAL STATEMENTS
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting
THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24
PER ORDINARY SHA RE, PAYMENT OF A DIVIDEND OF
EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND
AND PAYABLE DATE 19 APR 2005
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting
6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting
WIRTSCHAFTSPRUEFUNGSGESELLSCHAF T, BERLIN/FRANKFURT,
AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS
AND TH E CONSOLIDATED FINANCIAL STATEMENTS FOR
FY 2005
7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting
SHAREHOLDERS COMMITTEE
8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting
SUPERVISORY BOARD
9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting
AND PREFERRED SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING
MORE THAN 1 0% FROM THE MARKET PRICE OF THE SHARES
ON OR BEFORE 17 OCT 2006; AND TO USE TH E SHARES
WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE
PLAN, AND IN CONNEC TION WITH THE MERGERS AND
ACQUISITIONS, TO DISPOSE OF THE SHARES IN A MANNER
O THER THAN THE STOCK EXCHANGE OR AN OFFER TO
ALL SHAREHOLDERS IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
AND TO RETIRE THE SH ARES
10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting
SUPERVISORY BOARD AND THE SHAR EHOLDERS COMMITTEE
AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCI ATION, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUN ERATION
OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 50,000, T HE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THE SE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER
OF THE SHAREHOLD ERS COMMITTEE SHALL RECEIVE
A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-R
ELATED REMUNERATION OF UP TO EUR 50,000, THE
CHAIRMAN SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN
AND ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS
OF ONE OR MO RE COMMITTEES AS PER SECTION 32
OF THE ARTICLES OF ASSOCIATION SHALL RECEIVE
A N ADDITIONAL REMUNERATION EQUAL TO THE TOTAL
ANNUAL REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS
COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL
RECEIVE TWIC E THIS AMOUNT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN. THANK YOU .
- ------------------------------------------------------------------------------------------------------------------------------------
ALPHA BANK SA AGM Meeting Date: 04/19/2005
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517, B06G6X6
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. SUBMISSION AND APPROVAL OF THE BALANCE SHEET Management
AS OF 31.12.2004 AND THE ANNUAL F INANCIAL STATEMENTS
TOGETHER WITH THE RELEVANT REPORTS OF THE BOARD
OF DIRECTO RS AND THE AUDITORS
2. DISCHARGE OF BOARD OF DIRECTORS AND THE AUDITORS Management
FROM ANY LIABILITY FOR THE FI NANCIAL YEAR 2004
3. ELECTION OF AUDITORS, REGULAR AND ALTERNATE, Management
FOR THE FINANCIAL YEAR 2005 AND A PPROVAL OF
THEIR REMUNERATION
4. RATIFICATION OF THE ELECTION OF A NEW MEMBER Management
OF THE BOARD OF DIRECTORS FOLLOWI NG THE RESIGNATION
OF A MEMBER
5. ELECTION OF A NEW BOARD OF DIRECTORS DUE TO EXPIRATION Management
OF ITS TERM AND APPOINT MENT OF INDEPENDENT MEMBERS
6. APPROVAL OF BOARD OF DIRECTORS FEES Management
7. APPROVAL OF A SHARE REPURCHASE SCHEME ACCORDING Management
TO PARAGRAPH 5, ARTICLE 16 OF CODIFIED LAW 2190/1920
8. ISSUE OF NEW BONUS SHARES FOLLOWING THE DECREASE Management
OF THE PAR VALUE OF THE OUTST ANDING SHARES OF
THE BANK AND CAPITALIZATION OF RESERVES. ADAPTATION
OF ARTICL E 5 OF THE BANK S ARTICLES OF INCORPORATION
REGARDING THE BANK S SHARE CAPITAL , DUE TO THE
AFOREMENTIONED SHARE CAPITAL INCREASE AND ANNOUNCEMENT
OF ADAPTAT ION OF THE BANK S SHARE CAPITAL FOLLOWING
THE EXERCISE OF STOCK OPTION RIGHTS. GRANT OF
AN IRREVOCABLE AUTHORIZATION TO THE BOARD OF
DIRECTORS FOR THE SETTL EMENT OF POTENTIAL FRACTIONAL
RIGHTS
9. APPROVAL OF A STOCK OPTION SCHEME IN FAVOR OF Management
EXECUTIVE MEMBERS OF THE BOARD O F DIRECTORS
AND MANAGERIAL EXECUTIVES OF THE BANK, INCLUDING
AFFILIATED WITH T HE BANK COMPANIES, FOR THE
OBTAINMENT OF ALPHA BANK SHARES (PARAGRAPH 9,
ARTIC LE 13 OF CODIFIED LAW 2190/1920)
10. GRANT OF AUTHORIZATION, ACCORDING TO PARAGRAPH Management
1, ARTICLE 23 OF CODIFIED LAW 2 190/1920, TO
MEMBERS OF THE BOARD OF DIRECTORS, THE GENERAL
MANAGEMENT OR MANA GERS TO PARTICIPATE IN THE
BOARD OF DIRECTORS OR IN THE MANAGEMENT OF GROUP
CO MPANIES HAVING SIMILAR PURPOSES
- ------------------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH AGM Meeting Date: 04/19/2005
Issuer: H9870Y105 ISIN: CH0011075394 BLOCKING
SEDOL: 0885768, 2744157, 4626134, 5983816
- ------------------------------------------------------------------------------------------------------------------------------------
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 YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISS UED REQUESTING YOUR
VOTING INSTRUCTIONS. THANK YOU
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting
COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
FOERENINGSSPARBANKEN AB AGM Meeting Date: 04/21/2005
Issuer: W3222Z236 ISIN: SE0000242455
SEDOL: 4846523
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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 ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU
1. OPENING OF THE MEETING AND ADDRESS BY THE CHAIRMAN Management
2. ELECT MR. THAGE G. PETERSON AS A CHAIRMAN OF Management
THE MEETING
3. APPROVE THE VOTING LIST Management
4. APPROVE THE AGENDA Management
5. APPOINT 2 PERSONS TO VERIFY THE MINUTES Management
6. APPROVE WHETHER THE MEETING HAS BEEN PROPERLY Management
CONVENED
7.a RECEIVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Management
AND THE CONSOLIDATED ACCOU NTS FOR THE FY 2004
7.b RECEIVE THE REPORT ON THE DUTIES AND WORK OF Management
THE BOARD S AUDIT COMMITTEE
7.c APPROVE THE ADDRESS BY THE PRESIDENT Management
7.d RECEIVE THE AUDITORS REPORTS FOR THE BANK AND Management
THE GROUP FOR THE FY 2004
8. APPROVE THE PROFIT AND LOSS ACCOUNT AND BALANCE Management
SHEET OF THE A BANK AND THE CO NSOLIDATED PROFIT
AND LOSS ACCOUNT AND CONSOLIDATED BALANCE SHEET
FOR THE FY 2 004
9. APPROVE THAT THE SEK 13,899 M IN FUNDS AT THE Management
DISPOSITION OF THE MEETING SEK 3 ,334 M BE DISTRIBUTED
TO THE SHAREHOLDERS AND THAT THE REMAINDER, SEK
10,565 M , BE CARRIED FORWARD, DIVIDEND IS SEK
6.50 PER SHARE AND THE RECORD DATE IS 26 APR 2005
10. GRANT DISCHARGE THE BOARD OF DIRECTORS AND THE Management
PRESIDENT FROM LIABILITY
11. AMEND THE ARTICLES 1, 2, 6, 6, 12 AND 13 OF THE Management
BANK S ARTICLES OF ASSOCIATION
12. APPROVE TO DETERMINE THE NUMBER OF DIRECTORS Management
TO BE ELECTED BY THE AGM
13. APPROVE TO DETERMINE THE FEES PAID TO THE DIRECTORS Management
14. ELECT THE DIRECTORS AND THE CHAIRMAN Management
15. APPROVE TO DETERMINE THE FEES PAID TO THE AUDITORS Management
16. APPROVE THE NOMINATION COMMITTEE THAT THE AGM Management
RESOLVE TO ESTABLISH AN ELECTION COMMITTEE CONSISTING
OF 5 MEMBERS FOR THE PERIOD UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING, THE DUTY OF THE
ELECTION COMMITTEE IS TO PROPOSE RESOLUT IONS
FOR FUTURE AGM WHERE DIRECTORS AND/OR AUDITORS
WILL BE ELECTED AND/OR DET ERMINATIONS MADE ON
THE FEES PAID TO THE DIRECTORS AND/OR THE AUDITORS,
WHERE APPLICABLE, WILL INCLUDE A PROPOSAL FOR
THE CHAIRMAN, THE CHAIRMAN OF THE BOAR D, WHO
IS A MEMBER OF THE ELECTION COMMITTEE, WILL CONTACT
THE 4 SHAREHOLDERS WITH THE LARGEST SHAREHOLDINGS
IN THE BANK BASED ON DATA AVAILABLE AS OF 30
SE P 2005, THE ELECTION COMMITTEE WILL ELECT
A CHAIRMAN FROM AMONG ITS MEMBER, TH OUGH NOT
THE CHAIRMAN OF THE BOARD, THE MEMBERS OF THE
ELECTION COMMITTEE ARE ENTITLED TO RECEIVE COMPENSATION
FROM THE BANK FOR REASONABLE EXPENSES TO CARR
Y OUT THEIR ASSIGNMENT, MEMBERS WHO LEAVE THE
ELECTION COMMITTEE BEFORE ITS WO RK IS COMPLETED
WILL BE REPLACED, IF THE COMMITTEE SO DECIDES,
BY ANOTHER PERS ON WHO REPRESENTS THE SAME SHAREHOLDER
OR, IF IT IS NO LONGER AMONG THE 4 LARG EST SHAREHOLDERS,
THE NEXT LARGEST SHAREHOLDER
17. APPROVE, BY LAW, A RESOLUTION BY THE GENERAL Management
MEETING IS REQUIRED FOR THE BANK TO TRADE ITS
OWN SHARES THROUGH ITS SECURITIES OPERATIONS,
THE BOARD PROPOSES THAT THE ANNUAL GENERAL MEETING
RESOLVE THAT THE BANK, DURING THE PERIOD UNTIL
THE AGM IN 2006, BE PERMITTED TO ACQUIRE ITS
OWN SHARES THROUGH ITS SECURITIE S OPERATIONS
IN ACCORDANCE WITH CHAPTER 4 OF SECTION 5 OF
THE SECURITIES OPERA TION ACT UP TO A NUMBER
THAT AT ANY GIVEN TIME DOES NOT EXCEED 2 1/2
% OF THE BANK S SHARES OUTSTANDING, THE PRICE
OF SHARES ACQUIRED IN THIS MANNER SHALL C ORRESPOND
TO THE CURRENT MARKET PRICE AT THE TIME
18. AUTHORIZE THE BOARD, UNTIL THE AGM IN 2006, TO Management
DECIDE TO ACQUIRE THE BANK S OW N SHARES, IN
ADDITION TO WHAT IS STATED ABOVE IN ITEM 17,
ON 1 OR MORE OCCASIO NS AND TO TRANSFER ALL OR
PART OF THE REPURCHASED SHARES ON 1 OR MORE OCCASION
S PRIMARILY AS FOLLOWS: ACQUISITIONS MAY ONLY
BE MADE THROUGH PURCHASE ON STOC KHOLMSBRSEN
(THE STOCKHOLM STOCK EXCHANGE) AND MAY NOT RESULT
IN THAT THE BANK S TOTAL HOLDINGS OF ITS OWN
SHARES, INCLUDING SHARES ACQUIRED IN SECURITIES
OP ERATIONS IN ACCORDANCE WITH ITEM 17, AT ANY
GIVEN TIME AMOUNTS TO MORE THAN 10 % OF THE TOTAL
NUMBER OF THE SHARES IN THE BANK, THE PRICE SHALL
LIE WITHIN T HE INTERVAL BETWEEN THE HIGHEST
BUYING RATE AND THE LOWEST SELLING RATE OFFICI
ALLY QUOTED FOR SHARES IN THE BANK AT THE TIME
OF ACQUISITION, TRANSFER MAY BE MADE THROUGH
SALE ON STOCKHOLMSBRSEN AT A PRICE WHICH LIES
WITHIN THE AFOREME NTIONED INTERVAL AT THE TIME
OF TRANSFER WITH THE PURPOSE OF FINANCING ACQUISI
TION OF ALL OR PARTS OF ENTERPRISES OR BUSINESS
ACTIVITIES, TRANSFER MAY ALSO BE MADE IN ANOTHER
WAY THAN THROUGH STOCKHOLMSBRSEN, WITH THE RIGHT
TO DIVERGE FROM THE PREFERENTIAL RIGHTS OF THE
SHAREHOLDERS, AT A PRICE EQUIVALENT TO AS SESSED
MARKET VALUE IN SUCH CASES, SETTLEMENT MAY BE
MADE IN FULL OR IN PART I N ANOTHER FORM THAN
THROUGH CASH CONSIDERATION, SUCH AS CONTRIBUTION
IN KIND, SET-OFF OF RECEIVABLES OR OTHERWISE
WITH CONDITIONS, THE PURPOSE OF THE BOARD S PROPOSAL
UNDER THIS ITEM 18, IS TO MAKE POSSIBLE CONTINUED
ADAPTATION OF THE BANK S CAPITAL STRUCTURE TO
EXISTING CAPITAL NEEDS AND TO MAKE IT POSSIBLE
FO R THE BANK TO USE ITS OWN SHARES AS CONSIDERATION
FOR POSSIBLE ACQUISITIONS OF ENTERPRISES OR BUSINESS
ACTIVITIES
19. APPROVE THE FOLLOWING MAIN PRINCIPLES FOR COMPENSATION Management
AND OTHER EMPLOYMENT TE RMS FOR SENIOR EXECUTIVES,
SENIOR EXECUTIVES CONSIST OF A) PERSONS IN EXECUTIV
E MANAGEMENT, B) PERSONS WHO REPORT TO THE PRESIDENT
AND C) EXECUTIVE VICE PRE SIDENTS WHO REPORT
TO PERSONS IN THE EXECUTIVE MANAGEMENT, THE BASIS
OF THE SA LARY AND COMPENSATION STRUCTURE FOR
SENIOR EXECUTIVES IS THE TOTAL ANNUAL COST RANGE
FOR THE ABOVE-MENTIONED CATEGORIES, THE RANGE
IS DETERMINED ANNUALLY BY THE BOARD, AFTER PREPARATION
BY THE BOARD S COMPENSATION COMMITTEE, TAKING
IN TO ACCOUNT CURRENT MARKET TERMS TO FACILITATE
COMPETITIVE TERMS, THE COST RANG E INCLUDES THE
ANNUAL COST OF BASE SALARIES, BENEFITS, PENSIONS
AND BONUSES, I NCLUDING SOCIAL INSURANCE CHARGES
AND PAYROLL TAXES, PENSION BENEFITS CAN BE D
EFINED BENEFIT OR DEFINED CONTRIBUTION, IF TERMINATED
BY THE BANK, SALARY IS P AID DURING THE TERM
OF NOTICE, I.E. 6-12 MONTHS, IN ADDITION, SEVERANCE
MAY BE PAID FOR 6-12 MONTHS, CURRENT SENIOR EXECUTIVES
ARE COVERED BY SIGNED AGREEME NTS
20. OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING Management
BY LAW OR IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATIONS
21. CLOSING OF THE MEETING Management
- ------------------------------------------------------------------------------------------------------------------------------------
UBS AG AGM Meeting Date: 04/21/2005
Issuer: H8920M855 ISIN: CH0012032030 BLOCKING
SEDOL: 2193607, 2782179, 7126114
- ------------------------------------------------------------------------------------------------------------------------------------
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 YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISS UED REQUESTING YOUR
VOTING INSTRUCTIONS. 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. THANK YOU.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN THE RECORD DATE. IF YOU H AVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YO U DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN AGM Meeting Date: 04/26/2005
Issuer: D2035M136 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616, B01DGB0
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Management
STATEMENTS AND CONSOLIDATED FINA NCIAL STATEMENTS
APPROVED BY THE SUPERVISORY BOARD AS OF DECEMBER
31, 2004, TH E COMBINED MANAGEMENT REPORT FOR
DEUTSCHE TELEKOM AG AND THE GROUP AND THE SUP
ERVISORY BOARD S REPORT ON THE 2004 FINANCIAL
YEAR. ILABLE FOR INSPECTION IN THE BUSINESS OFFICES
OF DEUTSCHE TELEKOM AG AT THE CO MPANY S REGISTERED
OFFICE, FRIEDRICH-EBERT-ALLEE 140, 53113 BONN,
GERMANY, AND ON THE INTERNET AT HTTP://WWW.TELEKOM.DE
THEY WILL ALSO BE AVAILABLE F OR INSPECTION
DURING THE SHAREHOLDERS MEETING.
2. RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management
THE BOARD OF MANAGEMENT AND SUP ERVISORY BOARD
PROPOSE THAT THE NET INCOME TOTALING EUR 2,881,090,240,54
BE US ED AS FOLLOWS: PAYMENT OF A DIVIDEND OF
EUR 0,62 FOR EACH INDIVIDUAL DIVIDEND- BEARING
NO PAR VALUE SHARE AND CARRYING FORWARD OF THE
REMAINING BALANCE TO TH E NEW ACCOUNT. BASED
ON THIS PROPOSED DIVIDEND, A DIVIDEND TOTAL RESULTING
FRO M THE DIVIDEND-BEARING CAPITAL STOCK OF 1
0,675,798,676,48 ON THE DAY OF PUBLI SHING THE
ANNUAL FINANCIAL STATEMENTS (ON FEBRUARY 22,
2005), DIVIDED UP INTO 4,1 70,233,858 INDIVIDUAL
NO PAR VALUE SHARES, IS 2,585,544,991,96, AND
THE RE TAI NED PROFIT BROUGHT FORWARD IS 295,545,248,58.
THE FINAL AMOUNTS DEPEND ON THE NUMBER OF SHARES
CARRYING DIVIDEND RIGHTS ISSUED WHEN THE VOTE
ON THE RES OLUTION ON THE APPROPRIATION OF NET
INCOME WAS TAKEN. IF THE NUMBER OF SHARES CARRYING
DIVIDEND RIGHTS DECREASES, THE AMOUNT TO BE CARRIED
FORWARD TO THE NE W ACCOUNT INCREASES ACCORDINGLY.
IF THE NUMBER OF SHARES CARRYING DIVIDEND RIG
HTS INCREASES, THE AMOUNT TO BE CARRIED FORWARD
TO THE NEW ACCOUNT DECREASES A CCORDINGLY. THE
DIVIDEND IS PAYABLE ON APRIL 28, 2005.
3. RESOLUTION REGARDING APPROVAL OF THE BOARD OF Management
MANAGEMENTS ACTIONS FOR THE 2004 FINANCIAL YEAR.
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE BOARD OF MANAGEMENTS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
4. RESOLUTION REGARDING APPROVAL OF THE SUPERVISORY Management
BOARDS ACTIONS FOR THE 2004 F INANCIAL YEAR.
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE A PPROVAL OF THE SUPERVISORY BOARDS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
5. RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT Management
AUDITOR AND THE GROUP AUDITOR FOR THE 2005 FINANCIAL
YEAR. THE SUPERVISORY BOARD PROPOSES THAT PWC
DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGE
SETLSCHAFT, FRANKFURT AM MA IN, AND ERNST & YOUNG
DEUTSCHE AG WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
STUTT GART, BE JOINTLY APPOINTED AS THE INDEPENDENT
AUDITOR AND GROUP AUDITOR FOR THE 200 5 FINANCIAT
YEAR, SUB JECT TO THE PROVISO THAT EACH AUDITOR
IS ABLE TO CON DUC T THE AUDIT ALONE IF THE OTHER
AUDITOR SHOULD DROP OUT FOR A REASON FOR WHICH
THE COMPANY IS NOT RESPONSIBLE.
6. RESOLUTION AUTHORIZING THE COMPANY TO PURCHASE Management
AND USE ITS OWN SHARES INCLUDIN G USE FOR EXCLUSION
OF SUBSCRIPTION RIGHTS. THE BOARD OF MANAGEMENT
AND THE SU PERVISORY BOARD PROPOSE THE ADOPTION
OF THE FOLLOWING RESOLUTION: THE BOARD OF MANAGEMENT
IS AUTHORIZED TO PURCHASE A TOTAL OF 419,786,533
SHARES IN THE COM PANY BY OCTOBER 25, 2006, WHICH
IS SLIGHTLY LESS THAN 10% OF THE CAPITAL STOC
K, SUBJECT TO THE PROVI SO THAT THE SHARES TO
BE PURCHASED ON THE BASIS OF THI S AUTHORIZATION
IN CONJUNCTION WITH THE OTHER SHARES OF THE COMPANY
WHICH THE COMPANY HAS ALREADY PURCHASED AND STILL
POSSESSES OR ARE TO BE ASSIGNED TO IT UNDER 71
D AND 71 E AKTG DO NOT AT ANY TIME ACCOUNT FOR
MORE THAN 10% OF THE C OMPANYS CAPITAL STOCK.
THIS AUTHORIZATION MAY BE EXERCISED AS A WHOLE
OR IN PO RTIONS. THE PUR CHASE CAN BE CARRIED
OUT IN PARTIAL TRANCHES SPREAD OVER VARIO US
PURCHASE DATES WITHIN THE AUTHORIZATION PERIOD
UNTIL THE MAXIMUM PURCHASE V OLUME IS REACHED.
THE SHARES MAY ALSO BE PURCHASED BY DEPENDENT
GROUP COMPANIE S OF DEUTSCHE TETEKOM AG AS DEFINED
IN 17 AKTG (GERMAN STOCK CORPORATION ACT) OR
THIRD PARTIES FOR THE ACCOUNT OF DEUTSCHE TETEKOM
AG OR FOR THE ACCOUNT OF THE DEPENDENT GROUP
COMPANIES OF DEUTSCHE TELEKOM AG PURSUANT TO
17 AKTG.
7. ELECTION OF STATE SECRETARY VOLKER HALSCH AS Management
MEMBER OF THE SUPERVISORY BOARD. BY ORDER OF
BONN LOCAL COURT OF SEPTEMBER 24, 2004, STATE
SECRETARY MR. VOLKER HALSCH HAS BEEN APPOINTED
A MEMBER OF THE COMPANYS SUPERVISORY BOARD WITH
EFF ECT FROM OCTOBER F, 2004, IN LIEU OF DR.
MANFRED OVERHAUS, WHO RESIGNED FROM O FFICE WITH
EFFECT FROM SEPTEMBER 30, 2004, HE IS NOW TO
BE ELECTED AS A MEMBER OF THE SUPERVISORY BOARD
BY THE SHARE HOLDERS MEETING.
8. ELECTION OF DR. WOLFGANG REITZLE AS MEMBER OF Management
THE SUPERVISORY BOARD.
9. RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE Management
BONDS AND/OR BONDS WITH W AR RANTS (WHICH CAN
ALSO EACH HAVE DIVIDEND-RELATED INTEREST LIKE
A PARTICIPAT ING BOND) UNDER THE REVO CATION
OF THE EXISTING AUTHORIZATION AND CREATION OF
ADDITIONAL CONTINGENT CAPITAL AND AMENDMENT TO
THE ARTICLES OF INCORPORATION A S WELL AS THE
OP TION OF EXCLUDING THE SUBSCRIPTION RIGHT.
THE BOARD OF MANAGE MENT AND THE SUPEN BOARD
PROPOSE THE ADOPTION OF THE FOLLOWING RESOLUTION:
A) AUTHORIZATION TO ISSUE CONVERTIBLE BONDS
AND/OR BONDS WITH WARRANTS ARID TO E XCLUDE THE
SUBSCRIPTION RIGHT (1) AUTHORIZATION PERIOD,
PAR VALUE, NUMBER OF SHARES, TERM, INTEREST THE
BOARD OF MANAGEMENT IS AUTHORIZED, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE ON ONE OR
MORE OCCASIONS BY APRIL 25,2010, BEARER AND/OR
REGISTERED CONVERTIBLE BONDS AND/OR BONDS WITH
WARRANTS (HEREIN AFTER ALSO REFERRED TO AS BONDS
HAVING A TOTAL PAR VALUE OF UP TO 5,000,000,00
0 WITH A TERM OF UP TO 30 (THIRTY) YEARS AND
TO GRANT TO THE HOLDERS OR CREDIT ORS OF BONDS
CONVERSION OR OPTION RIGHTS FOR SHARES OF DEUTSCHE
TELEKOM AG REP RESENTING A PROPORTION OF THE
CAPITAL STOCK NOT TO EXCEED 600,000,000, AS MORE
CLOSELY DEFINED IN THE TERMS AND CONDI TIONS
FOR THE BONDS. THE BONDS CAN ALS O HAVE VARI
ABLE INTEREST, WHEREBY THE INTEREST, AS IN A
PARTICI PATING BOND C AN DEPEND PARTIALLY OR
COMPLETELY ON THE AMOUNT OF THE COMPANYS DIVIDEND.
10. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH MAGYARCOM H OLDING GMBH.
11. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH DETEFLEETSE RVICES
12. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH DFMG HOLDIN G GMBH.
13. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH DETE IMMOBI LIEN, DEUTSCHE TELEKOM
LMMOBILIEN UND SERVICE GMBH
14. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH DELEASSEKUR ANZ - DEUTSCHE TELEKOM
ASSEKURANZ-VERMITTLUNGS GESEILSCHAFT MBH.
15. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH T-PUNKT VER TRIEBS GESELLSCHAFT
MBH.
16. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH DEUTSCHE TE LEKOM TRAINING GMBH.
17. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH T-SYSTEMS I NTERNATIONAL GMBH.
18. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH DETEMEDIEN, DEUTSCHE TELEKOM MED
IEN GMBH.
19. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH CARMEN TELE KOM MUNIKATIONSDIENSTE
GMBH
20. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH NORMA TELEK OM MUNIKATIONSDIENSTE
GMBH.
21. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management
AGREEMENT WITH TRAVIATA TE LEKOMMUNIKATIONSDIENSTE
GMBH.
22. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT Management
AND LOSS TRANSFER AGREEMENT WITH MAGYARCOM HOLDING
GMBH.
23. AMENDMENT OF THE ARTICLES OF INCORPORATION IN Management
LINE WITH THE DRAFT BILL FOR THE LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE
(UMAG UNTERNEHMENSINTEGRITT UND MODERNISIERUNG
DES ANFECHTUNGSRECHTS). ON NOVEMBER 1 7, 2004.
THE GERMAN GOVERNMENT BROUGHT FORWARD THE DRAFT
BILL FOR THE LAW ON C ORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT OF AVOIDANCE (UMAG.)
UMAG SE RVES, AMONG OTHER THINGS, TO SUPPLEMENT
131(2) OF THE AKTG, ACCORDING TO WHICH THE CHAIR
OF THE MEETING CAN BE AUTHORIZED IN THE ARTICLES
OF INCORPORATION T O PUT A TIME LIMIT ON THE
SHAREHOLDERS RIGHT TO SPEAK AND ASK QUESTIONS.
UMAG IS LIKELY TO COME INTO FORCE AFTER THE EXPLANA
TORY MEMORANDUM BY THE GOVERNME NT ON NOVEMBER
1, 2005. THE ARTICLES OF INCORPORATION OF DEUTSCHE
TELEKOM AG S HALL BE AMENDED IN LINE WITH THE
FUTURE LEGAL PROVISIONS ON A TIMELY BASIS PRI
OR TO THE NEXT SHAREHOLDERS MEETING. THE BOARD
OF MANAGEMENT AND SUPERVISORY B OARD THEREFORE
RECOMMEND THE ADOPTION OF THE FOLLOWING AMENDMENT
TO THE ARTICL ES OF INCORPORATION: 1 7 (2) OF
THE ARTICLES OF INCORPORATION PRESENTLY READS
AS FOLLOWS: THE CHAIRMAN SHALL RUN THE MEETING.
HE SHALL DETER MINE THE ORDER OF DISCUSSION OF
AGENDA ITEMS AS WELL AS THE MANNER AND ORDER
OF VOTING. A THI RD SENTENCE WILL BE ADDED TO
17(2) OF THE ARTICLES OF INCORPORATION AS FOLLOWS
: HE MAY SET AN APPROPRIATE TIME LIMIT FOR SHARE
HOLDERS RIGHT TO SPEAK AND AS K QUESTIONS; HE
CAN, IN PARTICULAR, APPROPRIATELY DETERMINE THE
LENGTH OF THE SHAREHOLDERS MEETING AND THE TIME
ALLOTTED FOR DIS CUSSING ITEMS ON THE AGENDA
OR FOR ANY INDIVIDUAL QUESTIONS OR COMMENTS.THE
BOARD OF MANAGEMENT SHALL BE INSTRUCTED NOT TO
ENTER THE AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR REG ISTRATION AT THE COMMERCIAL REGISTER
UNTIL THE PROVISIONS DESCRIBED ABOVE REGA RDING
THE RESTRICTION OF THE RIGHT TO SPEAK AND ASK
QUESTIONS ENTER INTO FORCE IN A VERVION THAT,
APART FROM ANY SLIGHT EDITORIAL CHANGES, SUBSTANTIALLY
COM PLIES WITH THE BUNDESRATS 03/05 OFFICIAL
DOCUMENT IN TERMS OF CONTENT.
* PLEASE BE ADVISED THAT DEUTSCHE TELEKOM AG Non-Voting
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE . THANK YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM AND UNLESS THE MEET ING IS CONCLUDED,
THERE WILL BE A SECOND CALL ON 27 APR 2005. CONSEQUENTLY,
YO UR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AM ENDED. THANK
YOU
- ------------------------------------------------------------------------------------------------------------------------------------
ING GROEP NV AGM Meeting Date: 04/26/2005
Issuer: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7159176
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* 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 19 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting
1. OPENING AND ANNOUNCEMENTS Management
2.A RECEIVE THE REPORT OF BOARD OF MANAGEMENT AND Management
THE SUPERVISORY BOARD FOR 2004
2.b APPROVE THE PROFIT RETENTION AND DISTRIBUTION Management
POLICY
3.a APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management
3.b APPROVE THE DIVIDEND FOR 2004 Management
4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
5. APPROVE THE CORPORATE GOVERNANCE Management
6.a RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
6.b RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
6.c APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
6.d APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management
7. APPROVE THE MAXIMUM NUMBER OF STOCK OPTIONS AND Management
PERFORMANCE SHARES TO BE GRANT ED TO THE MEMBERS
OF THE BOARD OF MANAGEMENT
8.a GRANT AUTHORITY TO ISSUE THE ORDINARY SHARES Management
8.b GRANT AUTHORITY TO ISSUE PREFERENCE B SHARES Management
9. GRANT AUTHORITY TO ACQUIRE CERTIFICATES OF Management
SHARES IN ITS OWN CAPITAL
10. ANY OTHER BUSINESS AND CLOSURE Other
- ------------------------------------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF OGM Meeting Date: 04/27/2005
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 ANNUAL REPORT Management
FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND THE
GROUP AN NUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 1,549,010,497.05 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-DIVIDEND
AND PAYABLE DATE: 28 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS 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 COMPANY S SHARE CAPITAL BY UP TO EUR 540,000,000
THROU GH THE ISSUE OF NEW BEARER NO-PAR SHARES
AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFORE
27 APR 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS F OR A CAPITAL INCREASE AGAINST PAYMENT
IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHT S MAY
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO BON D HOLDERS, FOR A CAPITAL
INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, AND FOR THE ISSUE OF
SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES,
OR AGAINS T PAYMENT IN KIND; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS: TO Management
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
ITS SHARE CAPITAL, ON OR BEFORE 27 OCT 2006;
THE SHARES MAY BE A CQUIRED THROUGH THE STOCK
EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE
NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE
SHARES, BY WAY OF A PUBLIC REPURCH ASE OFFER
TO ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER
FOR THE EXCHANGE O F LIQUID SHARES WHICH ARE
ADMITTED TO TRADING ON AN ORGANIZED MARKET AT
A PRIC E NOT DIFFERING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, AND BY USIN G DERIVATIVES
IN THE FORM OF CALL OR PUT OPTIONS IF THE EXERCISE
PRICE IS NEIT HER MORE THAN 10% ABOVE NOR MORE
THAN 20% BELOW THE MARKET PRICE OF THE SHARES
; TO DISPOSE OF THE SHARES IN A MANNER OTHER
THAN THE STOCK EXCHANGE OR A RIGH TS OFFERING
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKE T PRICE, USED FOR ACQUISITION
PURPOSES OR FOR SATISFYING EXISTING OPTION AND
C ONVERSION RIGHTS, OR ISSUED TO THE COMPANY
S AND ITS AFFILIATES EMPLOYEES; THE SHARES MAY
ALSO BE RETIRED
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANY S WHOLLY-OW NED E.ON FINANZANLAGEN
GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB 2005,
UNTIL A T LEAST 31 DEC 2010
8. APPROVE THAT, FROM THE 2005 FY, THE MEMBERS OF Management
THE SUPERVISORY BOARD SHALL REC EIVE A FIXED
ANNUAL REMUNERATION OF EUR 55,000, A VARIABLE
REMUNERATION OF EUR 115 FOR EVERY EUR 0.01 OF
THE DIVIDEND PAYMENT PER SHARE IN EXCESS OF EUR
0.1 0, AND AN ADDITIONAL VARIABLE REMUNERATION
OF EUR 70 FOR EVERY EUR 0.01 OF THE EARNINGS
PER SHARE IN EXCESS OF EUR 2.30; AND AMEND THE
CORRESPONDING ARTICLE S OF ASSOCIATION
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE LAW ON CORPORATE INTE GRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLD ERS MEETINGS UMAG , AS FOLLOWS:
SECTION 15, REGARDING SHAREHOLDERS MEETINGS
BEING CONVENED NO LATER THAN 30 DAYS PRIOR TO
THE DAY BY WHICH SHAREHOLDERS AR E REQUIRED TO
REGISTER TO ATTEND THE SHAREHOLDERS MEETING;
SECTION 18, REGARDI NG SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PR OOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEE TING OR TO EXERCISE THEIR VOTING RIGHTS
10. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Management
FOR THE FY 2005
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANY
S MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC AGM Meeting Date: 04/28/2005
Issuer: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For
OF THE DIRECTORS AND THE AUDITO R FOR THE YE
31 DEC 2004
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For
OF USD 0.295 16.0 PENCE, SEK 2. 200 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECO ND INTERIM DIVIDEND OF USD 0.645
34.3 PENCE SEK 4.497 PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITOR
5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF T HE COMPANY S ARTICLES
OF ASSOCIATION
5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF T HE COMPANY S ARTICLES
OF ASSOCIATION
5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For
IN ACCORDANCE WITH THE ARTICLE 6 5 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF TH E COMPANY S ARTICLES
OF ASSOCIATION
5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF TH E COMPANY S ARTICLES
OF ASSOCIATION
5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management Against
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004 AS SPECIFIED
7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For
SHARE PLAN THE PLAN AND AU THORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
NECE SSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN
AS THEY MAY CONSIDER NECESSARY IN RELATION TO
EMPLOYEES IN JURISDI CTIONS OUTSIDE THE UK, WITH
SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABL
E TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATI ON, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE
TREATED AS COUNTING AGAINST THE RELEVANT LIMITS
ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
8. 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,
FOR THE PURPOSES O F PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDIT
URE DURING THE PERIOD ENDING ON THE DATE THE
OF THE COMPANY S AGM IN 2006 PROV IDED THAT ANY
SUCH DONATIONS AND EXPENDITURE MADE BY THE COMPANY
TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY
WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING
IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For
NEW SHARES CONFERRED ON THE DIRE CTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR T HE PERIOD COMMENCING ON THE
DATE OF THIS AGM AND ENDING ON THE DATE OF THE
AGM OF THE COMPANY IN 2006 OR, IF EARLIER, ON
30 JUN 2006, AND FOR SUCH PERIOD TH E SECTION
80 AMOUNT SHALL BE USD 136,488,521
S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For
BY ARTICLE 7.1 OF THE COMPAN Y S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD COMMENCING
ON THE DATE O F THIS AGM AND ENDING ON THE DATE
OF THE AGM OF THE COMPANY IN 2006 OR, IF EAR
LIER, ON 30 JUN 2006, AND FOR SUCH PERIOD THE
SECTION 89 AMOUNT SHALL BE USD 2 0,473,278
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For
166 OF THE COMPANIES ACT 19 85, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES
OF USD 0.25 EACH IN THE CAPITAL OF THE COM PANY,
AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105%
OF THE AVERAGE OF MIDDLE M ARKET VALUES OF THE
COMPANY S ORDINARY SHARES AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY E XPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 30 J UN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDI NARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
BASF AG, LUDWIGSHAFEN/RHEIN OGM Meeting Date: 04/28/2005
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 2004 FY 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 918,748,697 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.70 PER SHARE EUR 5,270,697
SHALL BE CARR IED FORWARD EX-DIVIDEND AND PAYABLE
DATE: 29 APR 2005
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 AS THE AUDITORS Management
FOR THE FY 2005 AM MAIN AS THE AUDITORS FOR THE
YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10 % OF ITS SHARE CAPITAL , AT A PRICE
NEITHER MORE THAN 25% BELOW THE MARKET PRICE
OF THE SHARES IF THE Y ARE ACQUIRED THROUGH
THE STOCK EXCHANGE, NOR MORE THAN 10% ABOVE THE
MARKET PRICE IF THEY ARE ACQUIRED BY WAY OF A
REPURCHASE OFFER, ON OR BEFORE 27 OCT 2006; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO RETIRE THE
SHARES AND TO US E THE SHARES WITHIN THE SCOPE
OF THE COMPANY S STOCK OPTION PLANS OR FOR ACQUI
SITION PURPOSES
7. GRANT AUTHORITY TO ACQUIRE OWN SHARES USING Management
DERIVATIVE FINANCIAL INSTRUMENTS WITHIN THE SCOPE
OF RESOLUTION 6 OF THIS AGENDA; AUTHORIZE THE
COMPANY TO USE PUT AND CALL OPTIONS FOR THE REPURCHASE
OF OWN SHARES; THE PRICE PAID AND RECE IVED FOR
SUCH OPTIONS SHALL NOT DEVIATE FROM THEIR THEORETICAL
MARKET VALUE, THE PRICE PAID FOR OWN SHARES SHALL
CORRESPOND TO THE STRIKE PRICE AGREED UPON IN
THE FINANCIAL INSTRUMENT
8. AMEND THE ARTICLES OF ASSOCIATION, IN CONNECTION Management
WITH THE LAW ON CORPORATE INT EGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF THE SHAR EHOLDERS MEETINGS UM AG , AS FOLLOWS:
SECTION 15, REGARDING: THE NOTICE OF T HE SHAREHOLDERS
MEETING BEING PUBLISHED NO LATER THAN 30 DAYS
PRIOR TO THE DA Y BY WHICH SHAREHOLDERS ARE REQUIRED
TO REGISTER TO ATTEND THE SHAREHOLDERS M EETING;
AND SHAREHOLDERS INTENDING TO ATTEND THE SHARE
HOLDERS MEETING BEING O BLIGED TO REGISTER 7
DAYS PRIOR TO THE SHAREHOLDERS MEETING AND TO
PROVIDE A P ROOF, WRITTEN OR VIA FAX IN GERMAN
OR ENGLISH , OF THEIR ENTITLEMENT TO ATTE ND
THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR
VOTING RIGHTS
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
* PLEASE NOTE THAT THIS AGENDA IS AVAILABLE IN Non-Voting
ENGLISH AND GERMAN. THANK YOU
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
* Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC OGM Meeting Date: 04/28/2005
Issuer: D55535104 ISIN: DE0008430026
SEDOL: 4904409, 5294121, 7159239, 7389081
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT Non-Voting
SHARES ARE ISSUED IN REGISTERED 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 2004 FY WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTED Management
PROFIT OF EUR 459,160,466 AS FOLL OWS: PAYMENT
OF A DIVIDEND OF EUR 2 PER ENTITLED SHARE EUR
2,121,652 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE DATE: MAY TO 19 APR 2005
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 TO Management
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
ITS SHARE CAPITAL, ON OR BEFORE 27 OCT 2006;THE
SHARES MAY BE ACQ UIRED THROUGH THE STOCK EXCHANGE
AT A PRICE NEITHER MORE THAN 10% ABOVE NOR MO
RE THAN 20% BELOW THE MARKET PRICE OF THE SHARES,
BY WAY OF A PUBLIC REPURCHAS E OFFER TO ALL SHAREHOLDERS
OR BY MEANS OF A PUBLIC OFFER FOR THE EXCHANGE
OF LIQUID SHARES WHICH ARE ADMITTED TO TRADING
ON AN ORGANIZED MARKET AT A PRICE NOT DIFFERING
MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES,
AND BY USING CALL OR PUT OPTIONS IF THE EXERCISE
PRICE IS NEITHER MORE THAN 10% ABOVE NOR M ORE
THAN 20% BELOW THE MARKET PRICE OF THE SHARES;
AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES IN CONNECTION WITH MERGERS
AND ACQUISITIONS, TO SELL THE SHARES TO THIR
D PARTIES AGAINST CASH PAYMENT IF THE SHARES
ARE SOLD AT A PRICE NOT MATERIALL Y BELOW THEIR
MARKET PRICE, TO USE THE SHARES FOR THE FULFILLMENT
OF CONVERTIB LE OR OPTION RIGHTS OR AS EMPLOYEE
SHARES, AND TO RETIRE THE SHARES
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 3,000,000,000, CONFERRING
CONVERTIBLE AND/ OR OPTION RIGHTS FOR SHARES
OF THE COMPANY, ON OR BEFORE 27 APR 2010 SHAREHOLD
ERS AND GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUNTS, FOR THE GRANT ING OF SUCH RIGHTS
TO BOND HOLDERS, FOR THE ISSUE OF BONDS CONFERRING
CONVERTI BLE AND/OR OPTION RIGHTS FOR SHARES
OF THE COMPANY OF UP TO 10% OF ITS SHARE C APITAL
IF SUCH BONDS ARE ISSUED AGAINST CASH PAYMENT
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE, AND FOR THE ISSUE OF BONDS AGAINST
PAYM ENT IN KIND AND THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 100,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES,
INSOFAR A S CONVERTIBLE OR OPTION RIGHTS ARE
EXERCISED CONTINGENT CAPITAL 2005 ; AND AM END
THE CORRESPONDING ARTICLES OF ASSOCIATION
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF THE REMUNERATION FOR SUPERVISO RY BOARD MEMBERS
FROM THE FY 2005 ON, EACH MEMBER OF THE SUPERVISORY
BOARD SHA LL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 45,000, AND A PROFIT-RELATED REM UNERATION
OF UP TO EUR 36,000, THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CH AIRMAN ONE AND A HALF TIMES,
THIS AMOUNT AND EACH MEMBER OF A COMMITTEE SHALL
RECEIVE AN ADDITIONAL 25% A COMMITTEE CHAIRMAN
50% OF THE FIXED ANNUAL REMUN ERATION, AND THE
AUDIT COMMITTEE MEMBERS SHALL RECEIVE AN ATTENDANCE
FEE OF EU R 2,000 FOR EVERY COMMITTEE MEETING
WHICH IS NOT HELD ON THE SAME DAY AS A SUP ERVISORY
BOARD MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH AGM Meeting Date: 04/29/2005
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting
COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANZ AG, MUENCHEN OGM Meeting Date: 05/04/2005
Issuer: D03080112 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
- ------------------------------------------------------------------------------------------------------------------------------------
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 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.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2004 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 852,000,000 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.75 PER NO-PAR SHARES;
EUR 177,635,811.25 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE
DATE: 05 MAY 2005 PAYABLE DATE: 06 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5.1 RE-ELECT MR. IGOR LANDAU AS AN OFFICER TO THE Management
SUPERVISORY BOARD
5.2 RE-ELECT PROFESSOR. DR. DENNIS J. SNOWER AS AN Management
OFFICER TO THE SUPERVISORY BOAR D
5.3 RE-ELECT MR. FRANZ FEHRENBACH AS AN OFFICER TO Management
THE SUPERVISORY BOARD
5.4 RE-ELECT DR. FRANZ B. HUMER AS AN OFFICER TO Management
THE SUPERVISORY BOARD
5.5 RE-ELECT DR. ALBRECHT SCHAEFER AS A SUBSTITUTE Management
MEMBER TO THE SUPERVISORY BOARD
5.6 RE-ELECT DR. JUERGEN THAN AS AN OFFICER TO THE Management
SUPERVISORY BOARD
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF THE REMUNERATION FOR THE SUPER VISORY BOARD
AS FOLLOWS: FROM THE 2005 FINANCIAL YEAR ON,
EACH MEMBER OF THE S UPERVISORY BOARD SHALL RECEIVE
A FIXED ANNUAL REMUNERATION OF EUR 50,000, A
SH ORT-TERM PROFIT-RELATED REMUNERATION OF UP
TO EUR 24,000, AND A LONG-TERM PROF IT-RELATED
REMUNERATION OF UP TO EUR 24,000, THE CHAIRMAN
SHALL RECEIVE TWICE, AND THE DEPUTY CHAIRMAN
ONE AND A HALF TIMES, THESE AMOUNTS; COMMITTEE
MEMBER S EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE AND AUDIT COMMITTEE SHALL RE CEIVE
AN ADDITIONAL REMUNERATION OF 25% COMMITTEE
CHAIRMEN 50% OF THE ABOVE THE ABOVE MENTIONED
REMUNERATION, MEMBERS OF THE AUDIT COMMITTEE
A FIXED ANNUA L REMUNERATION OF EUR 30,000 THE
CHAIRMAN OF THE AUDIT COMMITTEE EUR 45,000 ,
EACH MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF
EUR 500 PER SUPERVISORY BOARD MEETING AND COMMITTEE
MEETING; SHOULD SEVERAL MEETINGS BE HELD ON THE
SAME DAY OR ON CONSECUTIVE DAYS, THE ATTENDANCE
FEE WILL BE PAID ONLY ONCE
7. GRANT AUTHORITY TO ACQUIRE OWN SHARES FOR PURPOSES Management
OF SECURITIES TRADING FINAN CIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST
SHALL BE AUTH ORIZED TO ACQUIRE AND SELL SHARES
OF THE COMPANY, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 03 NOV 2006; THE T RADING PORTFOLIO
OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL
NOT EXCEED 5% OF THE COMPANY S SHARE CAPITAL
AT THE END OF ANY DAY
8. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A PRICE NOT DIFFERING MORE THAN 15%
FROM THE MA RKET PRICE OF THE SHARES, OR BY WAY
OF A REPURCHASE OFFER AT A PRICE NOT DIFFE RING
MORE THAN 20 %; FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 03 NOV 2006; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THROUGH THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THE SHARE S
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHAR ES FOR ACQUISITION
PURPOSES, TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, T O USE THE SHARES FOR THE FULFILLMENT
OF CONVERTIBLE OR OPTION RIGHTS, TO OFFER THE
SHARES TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES,
AND TO RETIRE THE S HARES
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ISSUE NEW PROFIT-SHARING CERTIFIC ATES OF UP
TO EUR 10,000,000, IN ORDER TO SECURE THE SUBSCRIPTION
RIGHTS OF HO LDERS OF PROFIT-SHARING CERTIFICATES,
ON OR BEFORE 03 MAY 2010; THE CAPITAL RE PRESENTED
BY THE PROFIT-SHARING CERTIFICATES SHALL BE INCREASED
IN ACCORDANCE WITH ANY INCREASE OF THE SHARE
CAPITAL, HOLDERS OF PROFIT-SHARING CERTIFICATES
BEING GRANTED SUBSCRIPTION RIGHTS FOR NEW CERTIFICATES
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN OGM Meeting Date: 05/12/2005
Issuer: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185, B02NV69
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2004 WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management
OF THE PROFIT OF EUR 1,351,306,0 27.78 AS FOLLOWS
: PAYMENT OF A DIVIDED EUR 1.10 PER ENTITLED
SHARE THE REMAIN DER SHALL BE CARRIED FORWARD
EX-DIVIDEND AND PAYABLE DATE 13 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management
FRANKFURT/BERLIN AS THE AUDITO RS FOR THE FY 2005
6. ELECT DR. ERHARD SCHIPPOREIT AS OFFICER FOR THE Management
SUPERVISORY BOARD
7. AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management
SECTION 4(1), THE INCREASE OF THE SHARE CAPITAL
TO EUR 316,003,600 DUE TO CONVERTED AND OPTION
RIGHTS HAVING BE EN EXERCISED SECTION 4(5), REGARDING
THE REVOCATION OF THE CONTINGENT CAPITAL IIA
SECTION 4(7), REGARDING THE REDUCTION OF THE
CONTINGENT CAPITAL III A TO E UR 9,384,974
8. AMEND SECTION 1(1) OF THE ARTICLE OF ASSOCIATION Management
REGARDING THE COMPANY S NAME BEING CHANGED TO
SAP AG
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SH AREHOLDERS MEETINGS AS FOLLOWS: SECTION
3 REGARDING ANNOUNCEMENTS OF THE COMPA NY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE OR
ON THE COMPANY S WEBSI TE; SECTION 17(3), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
TH AN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEI R ENTITLEMENT TO ATTEND THE
SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING
R IGHTS, SECTION 20(2), REGARDING THE CHAIRMAN
OF THE SHAREHOLDERS MEETING BEING AUTHORIZED
TO LIMIT THE TIME FOR QUESTIONS AND ANSWERS AT
SHAREHOLDERS MEETIN GS
10. APPROVE TO RENOVATE THE AUTHORIZED CAPITAL, CREATION Management
OF NEW AUTHORIZED CAPITAL AND THE CORRESPONDENCE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTIN G AUTHORIZED CAPITAL I AND II SHALL BE
REVOKED; AUTHORIZE THE BOARD OF MANAGIN G DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE C APITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHA REHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS; AU THORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BO ARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE O F NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE RESIDUAL AMOUNTS,
FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE
CAPITAL AGAINST CASH PAYMENT IF THE SHARES ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE AND OF THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
11. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 30,000,000
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 1 0%; ABOVE NOR MORE THAN 20% BELOW,
THE MARKET PRICE OF THE SHARES, OR BY WAY O F
REPURCHASE OFFER AT A PRICE NOT DEVIATING MORE
THAN 20%, FROM THE MARKET PRI CE OF THE SHARES,
ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD
OF MANAGING DI RECTORS TO SELL THE SHARES ON
THE STOCK EXCHANGE AND TO OFFER THEM THE SHARE
H OLDER FOR SUBSCRIPTION; THE BOARD SHALL BE
AUTHORIZED TO DISPOSE OF THE SHARES IN ANOTHER
MANNER IF THEY ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARK ET PRICE, TO USE THE SHARES
FOR ACQUISITION PROPOSES OR WITHIN THE SCOPE
OF TH E COMPANY STOCK OPTION AND LONG TERM INCENTIVE
PLANS AND TO RETIRE THE SHARES RETIRE THE SHARES
12. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER ITEM 11 ENTITLED
TO VOTE ARE T HOSE SHAREHOLDERS WHOSE SHARES
ARE BLOCKED WITH US FROM 04 MAY 2005, UNTIL THE
CLOSE OF THE MEETING
* PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN Non-Voting
CODED FIRST. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS OGM Meeting Date: 05/18/2005
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 THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 18
MAY 2005. PLEA SE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUC TIONS. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED FINANCIAL
STATEMENT S FOR THE YE 31 DEC 2004
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 3 ,281,771,448.69; PRIOR
RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10, 396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL D IVIDEND:
EUR 1,770,438,404.00; CARRY FORWARD ACCOUNT:
EUR 8,579,493,012.17; TH E SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 2.00 PER SHARE
THIS DIVIDEND WILL BE PAID ON FROM 30 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE
FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGRE EMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 75.00, M AXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES
COMPRI SING THE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSAR Y MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.6 RATIFY THE CO-OPTATION BY THE BOARD OF DIRECTOR Management
OF MR. JEAN-FRANCOIS LEPETIT W HO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER
OF THE LATT ER S TERM OF OFFICE, UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2007 AND APPROVE
TO RENEW THE TERM OF OFFI CE OF MR. JEAN-FRANCOIS
LEPETIT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERHARD Management
CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management
GRAPPOTTE AS A DIRECTOR FO R A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. HELENE Management
PLOIX AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BAUDOIN Management
PROT AS A DIRECTOR FOR A PE RIOD OF 3 YEARS
O.11 APPOINT MRS. LOYOLA DE PALACIO DEL VALLE-LERSUNDI Management
AS A DIRECTOR FOR A PERIOD O F 3 YEARS
O.12 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 780,000.00 Management
TO THE BOARD OF DIRECTORS
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRES CRIBED BY LAW
E.14 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO OFFICERS AND EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR
TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXC EED 1.5% OF THE COMPANY S REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO ALLOCATE, IN ONE O R IN MORE TRANSACTIONS,
EITHER FREE EXISTING SHARES PURCHASED BY THE
COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED
TO EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES
SHALL NOT EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL THE AUTHORITY EXPIRES AT THE END OF
38 M ONTHS ; APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL N ECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management
REDUCE THE SHARE CAPITAL BY CANC ELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLA N, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NO
T EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; APPR OVE TO DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY ME ASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.17 AMEND ARTICLE OF ASSOCIATION NUMBER 7 RELATING Management
TO THE NUMBER OF DIRECTORS ELEC TED BY THE EMPLOYEES
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRES CRIBED BY LAW
* VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting
DURING WHICH THE SHARES ARE BLOCK ED FROM BEING
TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING
DATE AND THAT ONC E THE SHARES ARE BLOCKED THE
CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE
IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING
REQUESTING THE SUB-CUSTODIAN S TO UNBLOCK THE
SHARES. PLEASE MAKE SURE TO INCORPORATE THE
FOLLOWING COM MENT TO ALL OUTGOING FRENCH MEETINGS:
A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFIC ATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPEN DS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIR ECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLO WING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTER MEDIARIES,
ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTOD
IAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERM EDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLE MENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WI TH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
- ------------------------------------------------------------------------------------------------------------------------------------
METRO AG, DUESSELDORF OGM Meeting Date: 05/18/2005
Issuer: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217, B02NST1
- ------------------------------------------------------------------------------------------------------------------------------------
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 2004 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROU P ANNUAL REPORT, AS WELL AS THE
RESOLUTION ON THE APPROPRIATION OF THE DISTRIB
UTION PROFIT OF EUR 355,960,934.62 SHALL BE APPROPRIATED
AS FOLLOWS: PAYMENT O F A DIVIDEND OF EUR 1.02
PER ORDINARY SHARE AND EUR 1.122 PER PREFERRED
SHARE EUR 22,364,502.51 SHALL BE CARRIED FORWARD
EX-DIVIDEND AND THE PAYABLE DATE 19 MAY 2005
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4. ELECT THE AUDITOR FOR THE FISCAL YEAR 2005; IN Management
LIGHT OF THE INCREASING INTERNA TIONAL EXPANSION
OF THE METRO GROUP, THE SUPERVISORY BOARD INTENDS
TO PROPOSE A CHANGE OF THE AUDITOR TO THE ANNUAL
GENERAL MEETING. IN PREPARATION FOR THI S CHANGE,
A JOINT AUDIT BY THE PROSPECTIVE AND THE CURRENT
AUDITOR SHALL BE CA RRIED OUT FOR THE FISCAL
YEAR 2005. THE SUPERVISORY BOARD THEREFORE PROPOSES
T O ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUF UNGSGESELLSCHAFT,
BERLIN AND FRANKFURT/MAIN, AND FASSELT & PARTNER
WIRTSCHAFTS PRUFUNGSGESELLSCHAFT, DUISBURG, JOINTLY
AS AUDITORS FOR THE FISCAL YEAR 2005, WITH THE
REQUIREMENT TO JOINTLY AUDIT AND TO JOINTLY ISSUE
AUDIT CERTIFICATES, ALTHOUGH EACH AUDITOR MAY
CARRY OUT SOLE AUDITS AND ISSUE SOLE AUDIT CERTIFIC
ATES IN CASE THE OTHER AUDITOR SHOULD DROP OUT
FOR A REASON FOR WHICH THE COM PANY IS NOT RESPONSIBLE.
5. ELECT THE SUPERVISORY BOARD Management
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 5% ; FROM THE MARKET PRICE
OF THE SHAR ES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 18 NOV 2006; AUTHORIZ E THE BOARD OF MANAGING
DIRECTORS TO FLOAT THE SHARES ON THE FOREIGN
STOCK EXC HANGE, TO USE THE SHARES IN CONNECTION
WITH THE MERGERS AND ACQUISITIONS, TO D ISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHARE HOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE M ARKET PRICE OF THE IDENTICAL SHARES,
TO USE THE SHARES FOR THE FULFILLMENT OF OPTION
OR CONVENED RIGHTS, AND WITHIN THE SCOPE OF THE
COMPANY EXECUTION STOCK OPTION PLAN
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY
AND THE MODERNIZATION ON THE RIGHT TO SET ASIDE
RESOLUTIONS O F SHAREHOLDERS MEETINGS AS FOLLOWS:
SECTION 15(2), SHAREHOLDERS MEETING BEING PUBLISHED
IN THE ELECTRONIC FEDERAL GAZETTE NO LATER THAN
30 DAYS PRIOR TO TH E DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDER
S MEETING, SECTION 16(1)1 AND 16(2) SHAREHOLDERS
INTENDING TO ATTEND THE SHARE HOLDERS MEETING
BEING OBLIGED TO REGISTER 7 DAY PRIOR TO THE
SHAREHOLDERS ME ETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO
AT TEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 16(1 )2 AND 16(1)3
DELETION SECTION 17(3) THE CHAIRMAN OF THE SHAREHOLDERS
MEETING MUST BEING AUTHORIZE TO LIMIT THE TIME
FOR QUESTION AND ANSWER AT SHAREHOLDERS MEETING
ENTITLED TO VOTE ARE THOSE SHAREHOLDERS WHOSE
SHARES ARE BLOCKED WIT H US FROM 10 MAY 2005,
UNTIL THE CLOSING OF THE MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
* Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
HYPO REAL ESTATE HOLDING AG, MUENCHEN OGM Meeting Date: 05/20/2005
Issuer: D3449E108 ISIN: DE0008027707 BLOCKING
SEDOL: 7681248, 7696866
- ------------------------------------------------------------------------------------------------------------------------------------
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 2004 WITH TH E REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP AN NUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 54,435,322.58 AS FOLLOWS: PAYMENT
OF DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE
PREFERRED SHAR ES FOR THE 2002 FY; PAYMENT OF
DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE PR
EFERRED SHARES FOR THE 2003 FY; PAYMENT OF ADVANCE
DIVIDENDS OF EUR 232,857.60 FOR THE PREFERRED
SHARES FOR THE 2004 FY; PAYMENT OF A DIVIDEND
OF EUR 0.35 P ER PREFERRED SHARE PAYMENT OF A
DIVIDEND OF EUR 0.35 PER ORDINARY SHARE EUR 6,
811,488.53 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAY ABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES THE Management
COMPANY OF UP TO 10% OF THE SH ARE CAPITAL, AT
PRICES DEVIATING NEITHER MORE THAN 10% FROM THE
MARKET PRICE O F THE SHARES IF THE SHARES ARE
ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE
T HAN 20%; IF THE SHARES ARE ACQUIRED BY WAY
OF A REPURCHASE OFFER, ON OR BEFORE 20 NOV 2006;
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EX-CHA NGE OR A RIGHTS OFFERING IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELO W THEIR MARKET PRICE, TO USE THE SHARES
FOR ACQUISITION PURPOSES OR FOR THE FU LFILLMENT
OF OPTION AND CONVERTIBLE RIGHTS AND TO RETIRE
THE SHARES
6. APPROVE TO CONVERT PREFERENCE SHARES INTO ORDINARY Management
SHARES THROUGH THE REVOCATI ON OF THE PREFERENCE
RIGHT; THE 3,638,400 NON-VOTING PREFERENCE SHARES
OF THE COMPANY, HELD BY THE BAYERISCHE LAND ESSTIFTUNG,
SHALL BE CONVERTED INTO THE S AME NUMBER OF VOTING
ORDINARY SHARES AGAINST PAYMENT OF A CONVERSION
PREMIUM O F EUR 2.50 PER PREFERRED SHARE; THE
CONVERSION PREMIUM IS TO BE PAID BY THE BA YERISCHE
LAND ESSTIFTUNG; AND AMEND THE ARTICLES OF ASSOCIATION
7. APPROVE THE SEPARATE RESOLUTION OF THE ORDINARY Management
SHAREHOLDERS ON THE CONVERSION OF NON-VOTING
PREFERRED SHARES INTO VOTING ORDINARY SHARES
AS PER ITEM 6
8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF THE OBJECT OF THE COMPANY BEIN G ADJUSTED
TO CORRESPOND TO THE NEW PROVISIONS OF THE GERMAN
PFANDBRIEF ACT
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD
ERS MEETINGS: SECTION 13(2), SECTION 14, SECTION
16(2)
10. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management
BERLIN AND FRANKFURT AS THE AU DITORS FOR THE
2005 FY
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEN D AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA OGM Meeting Date: 05/26/2005
Issuer: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
- ------------------------------------------------------------------------------------------------------------------------------------
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 SEC OND CALL ON
27 MAY 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2004; Management
THE REPORT OF THE DIRECTORS, A UDITORS AND THE
INDEPENDENT AUDITORS
2. APPROVE THE ALLOCATION OF PROFITS Management
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management
4. APPROVE THE ASSIGNMENT OF OWN SHARES TO STOCK Management
OPTION PLAN
5. APPOINT THE NUMBER OF MEMBERS OF THE BOARD OF Management
AUDITORS
6. APPOINT THE DIRECTORS AND APPROVE TO ESTABLISH Management
THE DURATION OF THEIR ASSIGNMEN T
7. APPOINT THE BOARD OF DIRECTORS AND THE CHAIRMAN Management
AND APPROVE THEIR EMOLUMENTS
8. APPOINT THE BOARD OF AUDITORS AND THE CHAIRMAN Management
AND APPROVE THEIR EMOLUMENTS
Vote Summary Report (Long)
07/01/04 to 06/30/05
Alpha Bank AE Shares Voted 0 Security
Meeting Date 3/1/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Draft Merger Agreement and Deed Contract
For the Merger of the Company With 'Delta
Singular S.A.' by Absorption of the Latter; Grant
Authorization to Board to Sign Notary Papers
1 Regarding the Merger Mgmt For
Authorize Increase in Capital Due to Merger;
2 Amend Article 5 Accordingly Mgmt For
Approve Actions, Statements and Announcements of
the Board, Their Substitutes and Proxies As They
3 Relate to the Merger Mgmt For
Kirin Brewery Co. Shares Voted 1,450,710 Security
Meeting Date 3/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 6.5, Final JY 7,
1 Special JY 0 Mgmt For For
2.1 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
2.3 Elect Director Mgmt For For
2.4 Elect Director Mgmt For For
2.5 Elect Director Mgmt For For
2.6 Elect Director Mgmt For For
2.7 Elect Director Mgmt For For
2.8 Elect Director Mgmt For For
2.9 Elect Director Mgmt For For
2.1 Elect Director Mgmt For For
Philips Electronics Nv Shares Voted 0 Security N6817P109
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
2.a Approve Financial Statements and Statutory Reports Mgmt For
Receive Explanation on Dividend and Reserve
2.b Policy (Non-Voting)
Approve Dividend of EUR 0.40 ($0.52) Per Common
2.c Share Mgmt For
2.d Approve Discharge of Management Board Mgmt For
2.e Approve Discharge of Supervisory Board Mgmt For
Discussion of Corporate Governance Structure
3.a (Non-Voting)
Amend Articles to Reflect Recommendations of
Dutch Corporate Governance Code and Amendments to
3.b Book 2 of Dutch Civil Code Mgmt For
4 Ratify KPMG Accountants NV as Auditors Mgmt For
Reelect G. Kleisterlee as President and CEO and
5.a Member of Management Board Mgmt For
5.b Elect P. Sivignon to Management Board Mgmt For
6.a Reelect L. Schweitzer to Supervisory Board Mgmt For
6.b Elect N. Wong to Supervisory Board Mgmt For
6.c Elect J. Schiro to Supervisory Board Mgmt For
7 Approve Remuneration of Supervisory Board Mgmt For
Grant Board Authority to Issue Authorized Yet
Unissued Shares up to 10% (20% in Connection with
Merger or Acquisition) of Issued Shares
8 Restricting/Excluding Preemptive Rights Mgmt For
Authorize Repurchase of Up to Ten Percent of
9 Issued Share Capital Mgmt For
10 Other Business (Non-Voting)
11 Close Meeting
Petroleo Brasileiro Shares Voted 203,200 Security 71654V408
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL
STATEMENTS AND AUDIT COMMITTEE S OPINION FOR THE
1 FISCAL YEAR 2004. Mgmt For For
APPROVAL OF THE CAPITAL EXPENDITURES BUDGET FOR
2 THE FISCAL YEAR 2005. Mgmt For For
APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE
3 FISCAL YEAR 2004. Mgmt For For
APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD
OF DIRECTORS, AUDIT COMMITTEE AND THEIR
RESPECTIVE SUBSTITUTES, TO VOTE IN THE SAME
MANNER AS THE MAJORITY OF THE SHAREHOLDERS AT THE
4 MEETING. Mgmt For For
APPROVAL OF THE ELECTION OF THE CHAIRMAN OF THE
5 BOARD OF DIRECTORS. Mgmt For For
APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION
OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE
6 COMPANY S BYLAWS. Mgmt For Against
Nokian Tyres Shares Voted 7,399 Security X5862L103
Meeting Date 4/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Matters Pertaining to the AGM as Stated in the
Company's Articles of Association (Items 1.1-1.9)
1.1 Receive Financial Statements and Statutory Reports
1.2 Receive Auditors' Report
1.3 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Dividends of EUR
1.4 2.17 Per Share Mgmt For For
1.5 Approve Discharge of Board and President Mgmt For For
1.6 Approve Remuneration of Directors and Auditors Mgmt For For
1.7 Fix Number of Directors and Auditors Mgmt For For
1.8 Elect Directors Mgmt For For
1.9 Appoint Auditors Mgmt For For
2 Approve Dividend of EUR 2.17 Per Share Mgmt For For
Approve Lowering of Par Value from EUR 2 to EUR
0.20 via a 10:1 (Ten New Shares for Every One
3 Currently Held) Stock Split Mgmt For For
Approve Creation of EUR 4 Million Pool of
4 Conditional Capital without Preemptive Rights Mgmt For For
5 Elect Directors Mgmt For For
Ericsson
(Telefonaktiebolaget L M
Ericsson) Shares Voted 620,572 Security W26049119
Meeting Date 4/6/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Elect Chairman of Meeting Mgmt For For
2 Prepare and Approve List of Shareholders Mgmt For For
3 Approve Agenda of Meeting Mgmt For For
4 Acknowledge Proper Convening of Meeting Mgmt For For
Designate Inspector or Shareholder
5 Representative(s) of Minutes of Meeting Mgmt For For
6.1 Receive Financial Statements and Statutory Reports
6.2 Receive Board and Committee Reports
6.3 Receive President's Report; Allow Questions
6.4 Receive Presentation of Audit Work in 2004
7.1 Accept Financial Statements and Statutory Reports Mgmt For For
7.2 Approve Discharge of Board and President Mgmt For For
Approve Allocation of Income and Dividends of SEK
7.3 0.25 Per Share Mgmt For For
Determine Number of Members (9) and Deputy
8 Members (0) of Board Mgmt For For
Approve Remuneration of Directors in the Amount
of SEK 3 Million for Chairman and SEK 600,000 for
Other Directors; Approve Remuneration of
9 Committee Members Mgmt For For
Reelect Michael Treschow, Arne Maartensson,
Marcus Wallenberg, Peter Bonfield, Sverker
Martin-Loef, Nancy McKinstry, Eckhard Pfeiffer,
and Carl-Henrik Svanberg as Directors; Election
10 Ulf Johansson as New Director Mgmt For For
11 Approve Remuneration of Auditors Mgmt For For
Elect Bjoern Svedberg, Bengt Belfrage, Christer
Elmehagen, Michael Treschow, and Curt
12 Kaellstroemer as Members of Nominating Committee Mgmt For For
Approve Implementation of 2005 Long-Term
13.1 Incentive Plan Mgmt For Against
Authorize Reissuance of 39.3 Million Repurchased
Class B Shares for 2005 Long-Term Incentive Plan
13.2 for Key Employees Mgmt For Against
Authorize Reissuance of 60 Million Repurchased
Class B Shares in Connection with 2001 Global
Stock Incentive Program, 2003 Stock Purchase
14 Plan, and 2004 Long-Term Incentive Plan Mgmt For For
15 Close Meeting
Nokia Corp. Shares Voted 55,211 Security
Meeting Date 4/7/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Presentation on Annual Accounts
2 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Dividends of EUR
3 0.33 Per Share Mgmt For For
4 Approve Discharge of Board and President Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
6 Increase Number of Directors from Eight to Ten Mgmt For For
Reelect Paul Collins, Georg Ehrnrooth, Bengt
Holmstroem, Per Karlsson, Jorma Ollila, Marjorie
Scardino, Vesa Vainio, and Arne Wessberg; Elect
7 Dan Hesse and Edouard Michelin as New Directors Mgmt For For
8 Approve Remuneration of Auditors Mgmt For For
9 Reelect PricewaterhouseCoopers as Auditors Mgmt For For
Approve Stock Option Plan for Selected Personnel;
Approve Creation of EUR 1.5 Million Pool of
10 Conditional Capital to Guarantee Conversion Rights Mgmt For For
Approve Between EUR 10.56 Million and EUR 13.80
Million Reduction in Share Capital via Share
11 Cancellation Mgmt For For
Approve Creation of Maximum EUR 53.16 Million
Pool of Conditional Capital without Preemptive
12 Rights Mgmt For For
Authorize Repurchase of Up to 221.60 Million
Shares (Up to 443.20 Million Shares Subject to
13 Pending Legislation) Mgmt For For
14 Authorize Reissuance of Repurchased Shares Mgmt For For
Bangkok Bank Shares Voted 3,756,979 Security Y0606R119
Meeting Date 4/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous AGM Mgmt For For
2 Accept Directors' Report Mgmt For For
3 Accept Report of the Audit Committee Mgmt For For
4 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Final Dividend
5 of Baht 1.00 per Share Mgmt For For
6 Elect Directors Mgmt For For
Approve Deloitte Touche Tohmatsu Jaiyos as
Auditors and Authorize Board to Fix Their
7 Remuneration Mgmt For For
Amend Memorandum of Association Re: Conversion of
8 213,345 of Class A Preferred Shares Mgmt For For
Approve the Reconsideration of Resolutions
Regarding the Allocation of Shares and Issuance
9 of Various Types of the Bank's Securities Mgmt For Against
10 Other Business Mgmt For Against
Schering AG Shares Voted 0 Security D67334108
Meeting Date 4/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
1 Reports for Fiscal Year 2004
Approve Allocation of Income and Dividends of EUR
2 1.00 per Dividend-Bearing Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 Year 2004 Mgmt For
Approve Discharge of Supervisory Board for Fiscal
4 Year 2004 Mgmt For
Ratify BDO Deutsche Warentreuhand AG as Auditors
5 for Fiscal Year 2005 Mgmt For
Amend Articles Re: Supervisory Board Remuneration
6 Scheme Mgmt For
Amend Articles Re: Calling of and Registration
for Shareholder Meetings due to Proposed Changes
in German Law (Company Integrity and
7 Modernization of Shareholder Lawsuits Regulation) Mgmt For
Authorize Share Repurchase Program and Reissuance
8 of Repurchased Shares Mgmt For
Approve Control and Profit and Loss Transfer
9 Agreement with a Subsidiary (Scheradmin 01 GmbH) Mgmt For
Approve Transformation of Profit and Loss
Transfer Agreements into Control and Profit and
10 Loss Transfer Agreements Mgmt For
Banca Intesa SPA Shares Voted Security
(Formerly IntesaBci Spa ) 0 T17074104
Meeting Date 4/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements and Statutory
Reports; Accept Financial Statements and
Statutory Reports of the Subsidiary Intesa
1 Sistemi e Servizi Spa Mgmt For
2 Elect Directors Mgmt For
Elect One of Two Slates (Item 3.a or Item 3.b)
Appoint Board of Internal Statutory Auditors and
its Chairman for Three-Year Term 2005-2007 -
3.a Majority Shareholder Slate Mgmt
Appoint Internal Statutory Auditors and its
Chairman for the Three-Year Term 2005-2007 -
3.b Minority Shareholder(s) Slate Mgmt
Approve Remuneration of Internal Statutory
3.c Auditors Mgmt
Nestle SA Shares Voted 0 Security H57312466
Meeting Date 4/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Management Proposals
1a Accept Financial Statements and Statutory Reports Mgmt For
Accept Consolidated Financial Statements and
1b Statutory Reports Mgmt For
2 Approve Discharge of Board and Senior Management Mgmt For
Approve Allocation of Income and Dividends of CHF
3 8.00 per Share Mgmt For
Shareholder Proposals Submitted by Ethos Group
Amend Articles of Association to Separate
4a Position of CEO and Chairman of the Board ShrHoldr Against
Amend Articles of Association to Reduce Board
Terms from Five Years to Three Years; Approve
4b Individual Election of Board Members ShrHoldr Against
Amend Articles of Association to Reduce Threshold
for Submitting Shareholder Proposals From CHF 1
4c Million to CHF 100,000 ShrHoldr Against
Management Proposals
5 Elect Guenter Blobel as Director Mgmt For
Ratify KPMG Klynveld Peat Marwick Goerdeler SA as
6 Auditors Mgmt For
Alpha Bank AE Shares Voted 0 Security X1687N119
Meeting Date 4/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Discharge Of Board and Auditors Mgmt For
Approve Principal and Substitute Auditors for
3 2005 and Authorize Board to Fix Their Remuneration Mgmt For
Ratify Election of a Director in Replacement of
4 Resigned Board Member Mgmt For
5 Elect Directors; Designate Independence of Members Mgmt For
6 Approve Remuneration of Directors Mgmt For
7 Authorize Share Repurchase Program Mgmt For
Authorize Capitalization of Reserves for Bonus
8 Issue; Amend Article Accordingly Mgmt For
9 Approve Stock Option Plan Mgmt For
Authorize Board and Managers of the Company to
Participate in Boards and Management of Similar
10 Companies Mgmt For
Zurich Financial Shares Voted Security
Services AG 0 H9870Y105
Meeting Date 4/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
Approve Allocation of Income and Ommission of
2 Dividends Mgmt For
Approve CHF 576 Million Reduction in Share
Capital via Reduction of Par Value and Repayment
3 of CHF 4.00 to Shareholders Mgmt For
Extend Authorization Term for Creation of CHF 39
4 Million Conditional Capital Mgmt For
5 Approve Discharge of Board and Senior Management Mgmt For
6.1.1 Elect Manfred Gentz as Director Mgmt For
6.1.2 Reelect Rosalind Gilmore as Director Mgmt For
6.1.3 Reelect Dana Mead as Director Mgmt For
6.1.4 Reelect Gerhard Schulmeyer as Director Mgmt For
6.2.1 Ratify PricewaterhouseCoopers AG as Auditors Mgmt For
6.2.2 Ratify OBT AG as Special Statutory Auditors Mgmt For
Royal Bank Of Scotland Shares Voted Security
Group Plc (The) 1,272,582 G76891111
Meeting Date 4/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Approve Final Dividend of 41.2 Pence Per Share Mgmt For For
4 Re-elect Jim Currie as Director Mgmt For For
5 Re-elect Sir Fred Goodwin as Director Mgmt For For
6 Re-elect Sir Steve Robson as Director Mgmt For For
7 Elect Archie Hunter as Director Mgmt For For
8 Elect Charles Koch as Director Mgmt For For
9 Elect Joe MacHale as Director Mgmt For For
Reappoint Deloitte & Touche LLP as Auditors of
10 the Company Mgmt For For
Authorise Board to Fix Remuneration of the
11 Auditors Mgmt For For
Approve Increase in Authorised Share Capital;
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 264,579,936 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
13 Aggregate Nominal Amount of GBP 39,686,990 Mgmt For For
14 Authorise 317,495,924 Shares for Market Purchase Mgmt For For
Approve 71 M Category II Non-Cumulative US$ Pref.
Shares; Allot the Newly Created and 179.5 M
Unissued Category II Non-Cumulative US$ Pref.
Shares, the 64.75 M Unissued Non-Cumulative Euro
Pref. Shares and 300 M Unissued Non-Cumulative
15 GBP Pref. Shares Mgmt For For
Approve Citizens Financial Group, Inc. Long Term
16 Incentive Plan Mgmt For For
UBS AG Shares Voted 0 Security H8920M855
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
Approve Allocation of Income and Dividends of CHF
2 3.00 per Share Mgmt For
3 Approve Discharge of Board and Senior Management Mgmt For
4.1.1 Reelect Marcel Ospel as Director Mgmt For
4.1.2 Reelect Lawrence Weinbach as Director Mgmt For
4.2.1 Elect Marco Suter as Director Mgmt For
4.2.2 Elect Peter Voser as Director Mgmt For
4.3 Ratify Ernst & Young Ltd. as Auditors Mgmt For
Approve CHF 31.9 Million Reduction in Share
5.1 Capital via Cancellation of Repurchased Shares Mgmt For
5.2 Authorize Repurchase of Issued Share Capital Mgmt For
ForeningsSparbanken AB Shares Voted 50,051 Security W3222Z236
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting; Receive Chairman's Report
2 Elect Chairman of Meeting Mgmt For For
3 Prepare and Approve List of Shareholders Mgmt For For
4 Approve Agenda of Meeting Mgmt For For
Designate Inspector or Shareholder
5 Representative(s) of Minutes of Meeting Mgmt For For
6 Acknowledge Proper Convening of Meeting Mgmt For For
7.1 Receive Financial Statements and Statutory Reports
7.2 Receive Audit Committee Report
7.3 Receive President's Report
7.4 Receive Auditor's Report
Accept Financial Statements and Statutory
Reports; Accept Consolidated Financial Statements
8 and Statutory Reports Mgmt For For
Approve Allocation of Income and Dividends of SEK
9 6.50 Per Share Mgmt For For
10 Approve Discharge of Board and President Mgmt For For
Amend Articles Re: Updates to Conform to New
Banking and Financing Business Act; Set Range for
Board Size (Seven to Eleven Directors); Chairman
May Be Elected by General Meeting; Editorial
11 Changes Mgmt For For
Determine Number of Members (8) and Deputy
12 Members (0) of Board Mgmt For For
Approve Remuneration of Directors in the
13 Aggregate Amount of SEK 5.8 Million Mgmt For For
Reelect Bo Forslund, Ulrika Francke, Thomas
Johansson, Goeran Johnsson, Marianne Qvick
Stoltz, and Carl Eric Staalberg as Directors;
Elect Berith Haegglund-Marcus and Caroline
14 Ekelund-Sundewall as New Directors Mgmt For For
15 Approve Remuneration of Auditors Mgmt For For
Authorize Chairman of Board and Representatives
of Four of Company's Largest Shareholders to
16 Serve on Nominating Committee Mgmt For For
Authorize Repurchase of up to 2.5 Percent of
17 Issued Share Capital for Equity Trading Purposes Mgmt For For
Authorize Repurchase of up to 10 Percent of
Issued Share Capital for Purposes Other Than
Equity Trading and Reissuance of Repurchased
18 Shares Mgmt For For
Approve Remuneration Policy And Other Terms of
19 Employment For Executive Management Mgmt For For
20 Other Business (Non-Voting)
21 Close Meeting
DNB NOR ASA(frmly DNB
Holding ASA (Formerly
Den Norske Bank Shares Voted 0 Security R1812S105
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Relect Andersen, Froestrup, Johannson, Larre,
Leroey, Mohn, Roarsen, and Schilbred as Members
of Supervisory Board; Elect Graendsen and
Toemeraas as New Members of Supervisory Board;
1 Elect 20 Deputy Members of Supervisory Board Mgmt For
Elect Helge Andresen, Frode Hassel, Kristin
Normann, and Thorstein Oeverland as Members of
Control Committee; Elect Svein Brustad and Anita
2 Roarsen as Deputy Members of Control Committee Mgmt For
Elect Per Moeller and Benedicte Schilbred as
3 Members of Nominating Committee Mgmt For
Approve Financial Statements and Statutory
Reports; Approve Allocation of Income and
4 Dividends of NOK 2.55 Per Share Mgmt For
Approve Remuneration of Auditors in the Amount of
5 NOK 450,000 for 2004 Mgmt For
Authorize Repurchase of Up to Ten Percent of
6 Issued Share Capital Mgmt For
Amend Articles Re: Editorial Changes; Establish
7 Term of Board of Directors (One Year) Mgmt For
Establish Work Description for Nominating
8 Committee Mgmt For
9 Receive Company Report on Corporate Governance
ING Groep NV Shares Voted 0 Security N4578E413
Meeting Date 4/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
Receive Reports of Executive and Supervisory
2a Boards
Discussion on Profit Retention and Distribution
2b Policy
3a Approve Financial Statements and Statutory Reports Mgmt For
Approve Allocation of Income and Total Dividends
3b of EUR 1.07 Per Share Mgmt For
4a Approve Discharge of Executive Board Mgmt For
4b Approve Discharge of Supervisory Board Mgmt For
Discuss and Approve Implementation of Dutch
5a Corporate Governance Code by Company Mgmt For
5b Discuss Executive Board Profile
5c Discuss Supervisory Board Profile
6a Reelect Luella Gross Goldberg to Supervisory Board Mgmt For
6b Reelect Godfried van der Lugt to Supervisory Board Mgmt For
6c Elect Jan Hommen to Supervisory Board Mgmt For
6d Elect Christine Lagarde to Supervisory Board Mgmt For
Approve Stock Option and Incentive Stock Grants
7 for Members of Executive Board Mgmt For
Grant Board Authority to Issue 220 Million
Ordinary Shares Restricting/Excluding Preemptive
Rights (Plus 220 Million Ordinary Shares in
8a Connection with Merger) Mgmt For
Grant Board Authority to Issue 10 Million
Preference B Shares in Connection with Conversion
8b of ING Perpetuals III Mgmt For
Authorize Repurchase of Up to Ten Percent of
9 Issued Share Capital Mgmt For
10 Other Business (Non-Voting)
E.ON AG (formerly Veba Shares Voted Security
Ag) 0 D24909109
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
Approve Allocation of Income and Dividends of EUR
2 2.35 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 Year 2004 Mgmt For
Approve Discharge of Supervisory Board for Fiscal
4 Year 2004 Mgmt For
Approve Creation of EUR 540 Million Pool of
5 Conditional Capital with Preemptive Rights Mgmt For
Authorize Share Repurchase Program and Reissuance
6 of Repurchased Shares Mgmt For
7 Approve Affiliation Agreements with Subsidiaries Mgmt For
Amend Articles Re: Changes to the Remuneration of
8 the Supervisory Board Members Mgmt For
Amend Articles Re: Calling of and Registration
for Shareholder Meetings due to Proposed Changes
in German Law (Company Integrity and
9 Modernization of Shareholder Lawsuits Regulation) Mgmt For
10 Ratify PwC Deutsche Revision AG as Auditors Mgmt For
Companhia Vale Do Rio Shares Voted Security
Doce 429,218 204412209
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPRECIATION OF THE MANAGEMENT S REPORT AND
ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER
1 31, 2004. Mgmt For For
PROPOSAL FOR THE DESTINATION OF THE PROFITS OF
THE SAID FISCAL YEAR AND APPROVAL OF THE
2 INVESTMENT BUDGET OF THE COMPANY. Mgmt For For
3 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Mgmt For For
4 ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL. Mgmt For For
ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR
5 MANAGEMENT AND FISCAL COUNCIL MEMBERS. Mgmt For For
PROPOSAL FOR THE INCREASE OF CAPITAL, VIA
CAPITALIZATION OF RESERVES, WITHOUT ISSUE OF
SHARES, AND WITH THE CONSEQUENT ALTERATION OF THE
6 MAIN SECTION OF ARTICLE 5 OF THE COMPANY BYLAWS. Mgmt For For
7 NEW VERSION OF CVRD S DIVIDEND POLICY. Mgmt For For
Astrazeneca Plc Shares Voted Security
(Formerly Zeneca Plc) 293,523 G0593M107
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
Confirm First Interim Dividend of USD 0.295 Per
Share and Confirm as Final Dividend the Second
2 Interim Dividend of USD 0.645 Per Share Mgmt For For
Reappoint KPMG Audit Plc as Auditors of the
3 Company Mgmt For For
Authorise Board to Fix Remuneration of the
4 Auditors Mgmt For For
5a Re-elect Louis Schweitzer as Director Mgmt For For
5b Re-elect Hakan Mogren as Director Mgmt For For
5c Re-elect Sir Tom McKillop as Director Mgmt For For
5d Re-elect Jonathan Symonds as Director Mgmt For For
5e Elect John Patterson as Director Mgmt For For
5f Elect David Brennan as Director Mgmt For For
5g Re-elect Sir Peter Bonfield as Director Mgmt For For
5h Re-elect John Buchanan as Director Mgmt For For
5i Re-elect Jane Henney as Director Mgmt For For
5j Re-elect Michele Hooper as Director Mgmt For For
5k Re-elect Joe Jimenez as Director Mgmt For For
5l Re-elect Erna Moller as Director Mgmt For For
5m Re-elect Dame Bridget Ogilvie as Director Mgmt For For
5n Re-elect Marcus Wallenberg as Director Mgmt For Against
6 Approve Remuneration Report Mgmt For For
7 Approve AstraZeneca Performance Share Plan Mgmt For For
Approve EU Political Donations and EU Political
8 Expenditure up to USD 150,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
9 Aggregate Nominal Amount of USD 136,488,521 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
10 Aggregate Nominal Amount of USD 20,473,278 Mgmt For For
Authorise up to Ten Percent of the Issued Share
11 Capital for Market Purchase Mgmt For For
OTP Bank RT Shares Voted 0 Security X60746116
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Board of Directors Report on Company's
Activities in 2004; Approve Financial Statements;
1 Approve Allocation of Income Proposal Mgmt For
Approve Supervisory Board Report on Its
Activities in 2004 and on Financial Statements;
Approve Supervisory Board Report on Allocation of
2 Income Proposal Mgmt For
3 Approve Auditor's Report Mgmt For
Approve Board of Directors Report on Bank's
4 Business Policy for 2005 Mgmt For
Approve Auditors and Authorize Board to Fix Their
5 Remuneration Mgmt For
6 Elect Supervisory Board Mgmt For
Approve Remuneration of Board of Directors and
7 Supervisory Board Members Mgmt For
8 Amend Regulations on Supervisory Board Mgmt For
9 Approve Stock Option Plan for Management Mgmt For
10 Amend Articles of Association Mgmt For
11 Authorize Share Repurchase Program Mgmt For
Credit Suisse Group Shares Voted Security
(Formerly Cs Holding) 0 H3698D419
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Discharge of Board and Senior Management Mgmt For
Approve Allocation of Income and Dividends of CHF
3 1.50 per Share Mgmt For
Authorize Repurchase of up to Ten Percent of
4 Issued Share Capital Mgmt For
Reelect Peter Brabeck-Letmathe, Thomas Bechtler,
Robert Benmosche and Ernst Tanner as Directors;
Elect Jean Lanier and Anton van Rossum as
5.1 Directors Mgmt For
Ratify KPMG Klynveld Peat Marwick Goerdeler SA as
5.2 Auditors Mgmt For
5.3 Ratify BDO Visura as Special Auditors Mgmt For
Extend Authorization Term for Creation of CHF
6 22.7 Million Conditional Capital Mgmt For
Sistema AFK Shares Voted 478,891 Security 48122U204
Meeting Date 4/29/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
1 RESOLUTION: Elect 4 Members to Counting Commission Mgmt For For
RESOLUTION: Elect Alexander Semenov, Evgeny
Tulupov, Andrey Bonsovich, Larisa Lapteva as
2 Members of Counting Commission Mgmt For For
RESOLUTION: Amend Charter: Increase in Share
3 Capital Mgmt For For
RESOLUTION: Approve Regulations on Board of
4 Directors Re: Liability of Board of Directors Mgmt For Against
Adidas-Salomon Ag Shares Voted 0 Security D0066B102
Meeting Date 5/4/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
Approve Allocation of Income and Dividends of EUR
2 1.30 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 Year 2004 Mgmt For
Approve Discharge of Supervisory Board for Fiscal
4 Year 2004 Mgmt For
Approve Creation of EUR 41 Million Pool of
5 Conditional Capital with Preemptive Rights Mgmt For
Approve Creation of EUR 4 Million Pool of
6 Conditional Capital without Preemptive Rights Mgmt For
Authorize Share Repurchase Program and Reissuance
7 of Repurchased Shares Mgmt For
Ratify KPMG Deutsche Treuhand-Gesellschaft as
8 Auditors for Fiscal Year 2005 Mgmt For
HeidelbergCement AG Shares Voted 0 Security D31709104 D31738228
Meeting Date 5/4/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
Approve Allocation of Income and Dividends of EUR
2 0.55 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For
Approve Discharge of Supervisory Board for Fiscal
4 2004 Mgmt For
Ratify Ernst & Young AG as Auditors for Fiscal
5 2005 Mgmt For
Amend Articles Re: Remuneration of Supervisory
6 Board Members Mgmt For
Smith & Nephew PLC Shares Voted 1,307,401 Security G82343164
Meeting Date 5/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend of 3.2 Pence Per Share Mgmt For For
3 Approve Remuneration Report Mgmt For For
4 Re-elect John Buchanan as Director Mgmt For For
5 Re-elect Brian Larcombe as Director Mgmt For For
6 Re-elect Pamela Kirby as Director Mgmt For For
Reappoint Ernst & Young LLP as Auditors of the
7 Company Mgmt For For
Authorise Board to Fix Remuneration of the
8 Auditors Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
9 Aggregate Nominal Amount of GBP 32,717,742 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
10 Aggregate Nominal Amount of GBP 5,728,869 Mgmt For For
Authorise 93,745,121 Ordinary Shares for Market
11 Purchase Mgmt For For
Hammerson Plc Shares Voted 1,025,800 Security G4273Q107
Meeting Date 5/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
Approve Final Dividend of 12.47 Pence Per
3 Ordinary Share Mgmt For For
4 Re-elect John Richards as Director Mgmt For For
5 Re-elect John Barton as Director Mgmt For For
6 Re-elect John Clare as Director Mgmt For For
7 Re-elect Simon Meliss as Director Mgmt For For
8 Re-elect Graham Pimlott as Director Mgmt For For
Reappoint Deloitte & Touche LLP as Auditors of
9 the Company Mgmt For For
Authorise Board to Fix Remuneration of the
10 Auditors Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
11 Aggregate Nominal Amount of GBP 23,298,898 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 3,465,657 Mgmt For For
Authorise 41,310,636 Ordinary Shares for Market
13 Purchase Mgmt For For
Extend the Duration of the 1995 Approved and
14 Unapproved Executive Share Option Schemes Mgmt For For
15 Approve Share Incentive Plan Mgmt For For
Approve Increase in Remuneration of Non-Executive
16 Directors to GBP 750,000 Mgmt For For
Prudential Plc
(frm.Prudential
Corporation Plc ) Shares Voted 1,337,173 Security G72899100
Meeting Date 5/5/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Re-elect Clark Manning as Director Mgmt For For
4 Re-elect Roberto Mendoza as Director Mgmt For For
5 Re-elect Mark Wood as Director Mgmt For For
6 Elect James Ross as Director Mgmt For For
7 Elect Michael Garett as Director Mgmt For For
8 Elect Keki Dadiseth as Director Mgmt For For
Reappoint KPMG Audit Plc as Auditors and
Authorise the Board to Determine Their
9 Remuneration Mgmt For For
Approve Final Dividend of 10.65 Pence Per
10 Ordinary Share Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
11 Aggregate Nominal Amount of GBP 31,220,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 5,900,000 Mgmt For For
Authorise 237,000,000 Ordinary Shares for Market
13 Purchase Mgmt For For
Amend Articles of Association Re: Adoption of
International Accounting Standards; Treasury
14 Shares Mgmt For For
Alpha Bank (formerly Shares Voted Security
Alpha Credit Bank ) 0 X1687N119
Meeting Date 5/5/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Stock Option Plan for Directors and
1 Employees of the Company and Company Subsidiaries Mgmt For
STATOIL ASA Shares Voted 67,530 Security R8412T102
Meeting Date 5/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Open Meeting
2 Prepare and Approve List of Shareholders Mgmt For For
3 Elect Chairman of Meeting Mgmt For For
Designate Inspector or Shareholder
4 Representative(s) of Minutes of Meeting Mgmt For For
5 Approve Notice of Meeting and Agenda Mgmt For For
Approve Financial Statements, Allocation of
Income, Ordinary Dividends of NOK 3.20, and
6 Special Dividends of NOK 2.10 Per Share Mgmt For For
7 Approve Remuneration of Auditors Mgmt For For
Authorize Repurchase of Issued Shares Up to NOK
10 Million Nominal Value for Employee Share
8 Investment Plan Mgmt For Against
Continental AG Shares Voted 0 Security D16212140
Meeting Date 5/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
Approve Allocation of Income and Dividends of EUR
2 0.80 per Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For
Approve Discharge of Supervisory Board for Fiscal
4 2004 Mgmt For
Ratify KPMG Deutsche Treuhand-Gesellschaft AG as
5 Auditors for Fiscal 2005 Mgmt For
Authorize Share Repurchase Program and Reissuance
6 of Repurchased Shares Mgmt For
Wienerberger AG Shares Voted 285,241 Security A95384110
Meeting Date 5/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
2 Approve Allocation of Income Mgmt For For
Approve Discharge of Management and Supervisory
3 Boards Mgmt For For
4 Ratify Auditors Mgmt For For
5 Elect Supervisory Board Members Mgmt For For
Authorize Share Repurchase Program and Reissuance
6 or Cancellation of Repurchased Shares Mgmt For For
Total S.A. (Formerly Shares Voted Security
Total Fina Elf S.A ) 0 F92124100
Meeting Date 5/17/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
1 Approve Financial Statements and Statutory Reports Mgmt For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For
Approve Allocation of Income and Dividends of EUR
5.40 per Share of which EUR 3.00 Remains to be
3 Distributed Mgmt For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For
5 Authorize Repurchase of Up to 24.4 Million Shares Mgmt For
6 Reelect Paul Desmarais Jr as Director Mgmt For
7 Reelect Bertrand Jacquillat as Director Mgmt For
8 Reelect Maurice Lippens as Director Mgmt For
9 Elect Lord Levene of Portsoken KBE as Director Mgmt For
Special Business
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to Aggregate
10 Nominal Amount of EUR 4 Billion Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
11 Aggregate Nominal Amount of EUR 1.8 Billion Mgmt For
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
12 Plan Mgmt For
Authorize Up to One Percent of Issued Capital for
13 Use in Restricted Stock Plan Mgmt For
Shareholder Proposals
Shareholder Proposal: Authorize Up to One Percent
A of Issued Capital for Use in Restricted Stock Plan ShrHoldr Against
BNP Paribas SA Shares Voted 0 Security F1058Q238
Meeting Date 5/18/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Accept Consolidated Financial Statements and
1 Statutory Reports Mgmt For
2 Approve Financial Statements and Statutory Reports Mgmt For
Approve Allocation of Income and Dividends of EUR
3 2 per Share Mgmt For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For
Authorize Repurchase of Up to Ten Percent of
5 Issued Share Capital Mgmt For
6 Reelect Jean-Francois Lepetit as Director Mgmt For
7 Reelect Gerhard Cromme as Director Mgmt For
8 Reelect Francois Grappotte as Director Mgmt For
9 Reelect Helene Ploix as Director Mgmt For
10 Reelect Baudoin Prot as Director Mgmt For
Elect Loyola De Palacio Del Valle-Lersundi as
11 Director to Replace Jacques Friedmann Mgmt For
Approve Remuneration of Directors in the
12 Aggregate Amount of EUR 780,000 Mgmt For
Authorize Filing of Required Documents/Other
13 Formalities Mgmt For
Special Business
14 Approve Stock Option Plan Grants Mgmt For
Approve Restricted Stock Plan to Directors and
15 Employees of Company and its Subsidiaries Mgmt For
Approve Reduction in Share Capital via
16 Cancellation of Repurchased Shares Mgmt For
Approve Change In Number Of Directors Elected By
17 Employees Mgmt For
Authorize Filing of Required Documents/Other
18 Formalities Mgmt For
China Petroleum & Shares Voted Security
Chemical Corp. 17,997,410 Y15010104
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Report of the Board of Directors Mgmt For For
2 Accept Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Final Dividend Mgmt For For
Appoint PRC and International Auditors,
Respectively, and Authorize Board to Fix Their
5 Remuneration Mgmt For For
Approve Feasibility Study Report of Tianjin One
Million Tonnes Per Annum Ethylene and Auxiliary
6 Facilities Project Mgmt For Against
Metro AG Shares Voted 21,266 Security D53968125
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Financial Statements and Statutory
Reports; Approve Allocation of Income and
Dividends of EUR 1.02 per Common Share and EUR
1 1.12 per Preference Share Mgmt For For
Approve Discharge of Management Board for Fiscal
2 2004 Mgmt For For
Approve Discharge of Supervisory Board for Fiscal
3 2004 Mgmt For For
Ratify KPMG Deutsche Treuhand-Gesellschaft AG and
4 Fasselt & Partner as Auditors for Fiscal 2005 Mgmt For For
5 Elect Theo Siegert to the Supervisory Board Mgmt For For
Authorize Share Repurchase Program and Reissuance
6 of Repurchased Shares Mgmt For For
Amend Articles Re: Calling of, Registration for,
and Time Designation at Shareholder Meetings Due
to Proposed Changes in German Law (Law on Company
Integrity and Modernization of Shareholder
7 Lawsuits) Mgmt For For
Baloise Holding Shares Voted 0 Security H04530202
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Discharge of Board and Senior Management Mgmt For
Approve Allocation of Income and Dividends of CHF
3 1.10 per Share Mgmt For
4.1 Amend Articles Re: Eliminate Paper Deeds Mgmt For
4.2 Amend Articles Re: Voting via Electronic Means Mgmt For
Amend Articles Re: Board Committees to Reflect
4.3 Existing Practice Mgmt For
Change Fiscal Year End to Coincide with Calendar
4.4 Year Mgmt For
Reelect Rolf Schaeuble, Eveline Saupper, and
5 Arend Oetker as Directors Mgmt For
6 Ratify PricewaterhouseCoopers AG as Auditors Mgmt For
Acs, Actividades De
Construcciones (Formerly
Gines Navarro C Shares Voted 691,400 Security E7813W163
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Individual and Consolidated Financial
Statements and Statutory Reports; Approve
1 Allocation of Income Mgmt For For
2 Approve Discharge of Management Mgmt For For
3 Elect Members to Management Board Mgmt For For
4 Authorize Repurchase of Shares Mgmt For For
Approve Auditors for Company and Consolidated
5 Group Mgmt For For
Amend Company's Stock Option Plan Approved at
6 5-20-04 AGM Mgmt For For
Authorize Board to Ratify and Execute Approved
7 Resolutions Mgmt For For
8 Approve Minutes of Meeting Mgmt For For
MFI Furniture Group Plc Shares Voted 3,642,100 Security G60648121
Meeting Date 5/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Final Dividend of 2 Pence Per Ordinary
2 Share Mgmt For For
3 Elect Mark Robson as Director Mgmt For For
4 Re-elect John Hancock as Director Mgmt For For
5 Re-elect Mark Horgan as Director Mgmt For For
6 Re-elect Lesley Knox as Director Mgmt For For
7 Re-elect Ian Smith as Director Mgmt For For
Reappoint Deloitte & Touche LLP as Auditors of
8 the Company Mgmt For For
Authorise Board to Fix Remuneration of the
9 Auditors Mgmt For For
10 Approve Remuneration Report Mgmt For Against
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
11 Aggregate Nominal Amount of GBP 15,198,182 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 3,115,851 Mgmt For For
Authorise 62,580,514 Ordinary Shares for Market
13 Purchase Mgmt For For
Hypo Real Estate Holding Shares Voted Security
AG 0 D3449E108
Meeting Date 5/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
Approve Allocation of Income and Dividends of EUR
2 0.35 per Common Share and 0.35 per Preferred Share Mgmt For
Approve Discharge of Management Board for Fiscal
3 2004 Mgmt For
Approve Discharge of Supervisory Board for Fiscal
4 2004 Mgmt For
Authorize Share Repurchase Program and Reissuance
5 of Repurchased Shares Mgmt For
Convert Preferred Shares Without Voting Rights
6 into Common Shares With Voting Rights Mgmt For
Special Resolution for Common Shareholders:
Convert Preferred Shares Without Voting Rights
7 into Common Shares With Voting Rights Mgmt For
Amend Corporate Purpose to Reflect Pending
8 Changes in German Banking Law Mgmt For
Amend Articles Re: Calling of, Registration for,
and Conduct of Shareholder Meetings due to
Pending Changes in German Law (Law on Company
Integrity and Modernization of Shareholder
9 Lawsuits) Mgmt For
Ratify KPMG Deutsche Treuhand-Gesellschaft as
10 Auditors for Fiscal 2005 Mgmt For
Hilton Group Plc Shares Voted Security
(frm.Ladbroke Group PLC) 2,969,000 G45098103
Meeting Date 5/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Final Dividend of 6 Pence Per Ordinary
2 Share Mgmt For For
3 Re-elect Christopher Bell as Director Mgmt For For
4 Re-elect Stephen Bollenbach as Director Mgmt For For
5 Re-elect David Michels as Director Mgmt For For
6 Elect Ian Carter as Director Mgmt For For
7 Elect Pippa Wicks as Director Mgmt For For
Reappoint Ernst & Young LLP as Auditors and
Authorise the Board to Determine Their
8 Remuneration Mgmt For For
9 Approve Remuneration Report Mgmt For For
Approve EU Political Organisation Donations up to
GBP 10,000 and to Incur EU Political Expenditures
up to GBP 10,000; and Approve Ladbrokes Ltd. to
Make EU Political Donations up to GBP 25,000 and
to Incur EU Political Expenditures up to GBP
10 25,000 Mgmt For For
Approve Increase in Authorised Capital from GBP
11 226,000,000 to GBP 230,000,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 52,900,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 7,938,508 and up
to Aggregate Nominal Amount of GBP 52,900,000 in
13 Connection with a Rights Issue Mgmt For For
14 Authorise 158,770,156 Shares for Market Purchase Mgmt For For
Telenor ASA Shares Voted 1,879,800 Security R21882106
Meeting Date 5/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Notice of Meeting Mgmt For For
Designate Inspector or Shareholder
2 Representative(s) of Minutes of Meeting Mgmt For For
Approve Financial Statements, Allocation of
3 Income and Dividends of NOK 1.50 Per Share Mgmt For For
4 Approve Remuneration of Auditors Mgmt For For
Approve NOK 263.2 Million Reduction in Share
Capital via Share Cancellation; Approve
Repurchase of 23.7 Million Shares from the
Kingdom of Norway; Approve Transfer of NOK 893
5 Million from Share Premium Reserve to Other Equity Mgmt For For
Authorize Repurchase of Up to Ten Percent of
6 Issued Share Capital Mgmt For For
Elect Jan-Erik Korssjoen, Randi Braathe, Jostein
Devold, Rune Selmar, Hans Olav Karde, Nils-Edvard
Olsen, Signe Ritterberg, Stener Lium, Hanne
Harlem, and Marianne Lie as Members of Corporate
Assembly; Elect Three Deputy Members of Corporate
7 Assembly Mgmt For For
Approve Remuneration of Members of Corporate
Assembly in the Amount of NOK 75,000 for
Chairman, NOK 35,000 for Deputy Chairman, NOK
25,000 for Other Members Per Year, and NOK 6,000
8 for Deputy Members Per Meeting Mgmt For For
Reelect Reier Soeberg and Erik Must as Members of
9 Nominating Committee Mgmt For For
Banco Popular Espanol Shares Voted 0 Security 5857836
Meeting Date 5/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Financial Statements, Allocation of
Income, and Discharge Directors for Fiscal Year
1 2004 Mgmt For
2 Elect Director Mgmt For
3 Approve Auditors Mgmt For
4 Amend Articles 15 of the Bylaws Mgmt For
Approve Reduction of Par Value from EUR 0.50 to
EUR 0.10 and Consequent Increase in Number of
5 Shares Mgmt For
6 Authorize Share Repurchase Program Mgmt For
Approve Increase in Capital Via Increase of Par
Value and/or Issuance of Equity or Equity-Linked
7 Securities without Preemptive Rights Mgmt For
Authorize Issuance of Non-convertible
8 Bonds/Debentures Mgmt For
Authorize Issuance of Convertible Bonds without
9 Preemptive Rights Mgmt For
Authorize Board to Ratify and Execute Approved
10 Resolutions Mgmt For
GlaxoSmithKline PLC
(formerly Glaxo Wellcome
Plc ) Shares Voted -2,393,394 Security 925288
Meeting Date 5/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Elect Sir Christopher Gent as Director Mgmt For For
4 Elect Sir Deryck Maughan as Director Mgmt For For
5 Elect Julian Heslop as Director Mgmt For For
6 Re-elect Jean-Pierre Garnier as Director Mgmt For For
7 Re-elect Sir Ian Prosser as Director Mgmt For For
8 Re-elect Ronaldo Schmitz as Director Mgmt For For
9 Re-elect Lucy Shapiro as Director Mgmt For For
Reappoint PricewaterhouseCoopers LLP as Auditors
10 of the Company Mgmt For For
Authorise the Audit Committee to Fix Remuneration
11 of the Auditors Mgmt For For
Approve EU Political Donations up to GBP 50,000
and Incur EU Political Expenditure up to GBP
12 50,000 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
13 Aggregate Nominal Amount of GBP 73,301,955 Mgmt For For
Authorise 586,415,642 Ordinary Shares for Market
14 Purchase Mgmt For For
Amend Articles of Association Re: Shareholder
15 Resolutions Mgmt For For
Amend Articles of Association Re: Indemnification
16 of Directors Mgmt For For
Amend Articles of Association Re: Participation
17 of a Proxy in a Meeting Mgmt For For
GlaxoSmithKline PLC
(formerly Glaxo Wellcome
Plc ) Shares Voted 0 Security G3910J112
Meeting Date 5/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Remuneration Report Mgmt For
3 Elect Sir Christopher Gent as Director Mgmt For
4 Elect Sir Deryck Maughan as Director Mgmt For
5 Elect Julian Heslop as Director Mgmt For
6 Re-elect Jean-Pierre Garnier as Director Mgmt For
7 Re-elect Sir Ian Prosser as Director Mgmt For
8 Re-elect Ronaldo Schmitz as Director Mgmt For
9 Re-elect Lucy Shapiro as Director Mgmt For
Reappoint PricewaterhouseCoopers LLP as Auditors
10 of the Company Mgmt For
Authorise the Audit Committee to Fix Remuneration
11 of the Auditors Mgmt For
Approve EU Political Donations up to GBP 50,000
and Incur EU Political Expenditure up to GBP
12 50,000 Mgmt For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
13 Aggregate Nominal Amount of GBP 73,301,955 Mgmt For
Authorise 586,415,642 Ordinary Shares for Market
14 Purchase Mgmt For
Amend Articles of Association Re: Shareholder
15 Resolutions Mgmt For
Amend Articles of Association Re: Indemnification
16 of Directors Mgmt For
Amend Articles of Association Re: Participation
17 of a Proxy in a Meeting Mgmt For
Adecco SA Shares Voted 0 Security 7110720
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Share Re-registration Consent Mgmt For
ENEL SpA Shares Voted 0 Security T3679P115
Meeting Date 5/26/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Accept Financial Statements, Consolidated
1 Accounts, and Statutory Reports Mgmt For
2 Approve Allocation of Income Mgmt For
Special Business
Amend Article 14.3 of the Bylaws Re: Election of
the Board of Directors Via the 'Voto di Lista'
1 System Mgmt For
Approve Capital Increase in the Maximum Amount of
EUR 28.76 Million Through Issuance of Shares
Pursuant to Share Option Scheme in Favor of Top
2 Management Mgmt For
Ordinary Business
3 Fix Number of Directors Mgmt For
4 Set Directors' Term of Office Mgmt For
Elect One of Two Slates of Directors (Either Item
5.1 Or Item 5.2)
Elect Directors - Slate 1 Submitted by the
Ministry of Economy and Finance (Majority
5.1 Shareholder) Mgmt
Elect Directors - Slate 2 Submitted by a Group of
5.2 Institutional Investors Mgmt
6 Elect Chairman of the Board of Directors Mgmt For
7 Approve Remuneration of Directors Mgmt For
Appoint Internal Statutory Auditors to Complete
8 Composition of the Board Mgmt For
Elect External Auditors for the Three-Year Term
9 2005-2007; Fix Auditors' Remuneration Mgmt For
Eni Spa Shares Voted 0 Security 7145056 T3643A145
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements, Consolidated
1 Accounts, and Statutory Reports Mgmt For
2 Approve Allocation of Income Mgmt For
3 Authorize Share Repurchase Program Mgmt For
Authorize Reissuance of Repurchased Shares To
Service Stock Option Plan in Favor of Group
4 Management Mgmt For
5 Fix Number of Directors Mgmt For
6 Set Directors' Term of Office Mgmt For
Elect Directors - Elect One of Two Slates (Either
Item 7.1 Or Item 7.2)
Elect Directors - Slate 1 Submitted by the
7.1 Ministry of Economy and Finance Mgmt
Elect Directors - Slate 2 Submitted by a Group of
7.2 Institutional Investors (Minority Slate) Mgmt
8 Elect Chairman of the board of Directors Mgmt For
Approve Remuneration of Chairman of the Board and
9 of Directors Mgmt For
Appoint Internal Statutory Auditors - Elect One
of Two Slates (Either Item 10.1 Or Item 10.2)
Elect Internal Statutory Auditors - Slate 1
10.1 Submitted by the Ministry of Economy and Finance Mgmt
Elect Internal Statutory Auditors - Slate 1
Submitted by a Group of Institutional Investors
10.2 (Minority Slate) Mgmt
Appoint Chairman of the Internal Statutory
11 Auditors' Board Mgmt For
Approve Remuneration of Chairman of Internal
Statutory Auditors' Board and of Primary Internal
12 Statutory Auditors Mgmt For
Adecco SA Shares Voted 0 Security 7110720
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Financial Statements and Statutory Reports
2 Receive Auditor's Report
3 Accept Financial Statements and Statutory Reports Mgmt For
Approve Allocation of Income and Dividends of CHF
4 1.00 per Share Mgmt For
5 Approve Discharge of Board and Senior Management Mgmt For
6.1.1 Reelect Jakob Baer as Director Mgmt For
6.1.2 Reelect Juergen Dormann as Director Mgmt For
6.1.3 Reelect Philippe Foriel-Destezet as Director Mgmt For
6.1.4 Reelect Klaus Jacobs as Director Mgmt For
6.1.5 Reelect Philippe Marcel as Director Mgmt For
6.1.6 Reelect Francis Mer as Director Mgmt For
6.1.7 Reelect Thomas O'Neill as Director Mgmt For
6.1.8 Reelect David Prince as Director Mgmt For
6.1.9 Reelect Peter Ueberroth as Director Mgmt For
6.2.1 Ratify Ernst & Young AG as Auditors Mgmt For
6.2.2 Ratify OBT as Special Auditor Mgmt For
HSBC Holdings Plc Shares Voted 1,963,411 Security G4634U169
Meeting Date 5/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2.a Re-elect Sir John Bond as Director Mgmt For For
2.b Re-elect R Ch'ien as Director Mgmt For For
2.c Re-elect J Coombe as Director Mgmt For For
2.d Re-elect Baroness Dunn as Director Mgmt For For
2.e Re-elect D Flint as Director Mgmt For For
2.f Re-elect J Hughes-Hallet as Director Mgmt For For
2.g Re-elect Sir Brian Moffat as Director Mgmt For For
2.h Re-elect S Newton as Director Mgmt For For
2.i Re-elect H Sohmen as Director Mgmt For For
Reappoint KPMG Audit Plc as Auditors and
Authorise the Board to Determine Their
3 Remuneration Mgmt For For
4 Approve Remuneration Report Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 100,000
(Preference Shares); USD 100,000 (Preference
Shares); EUR 100,000 (Preference Shares); and USD
5 1,119,000,000 (Oridnary Shares) Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
6 Aggregate Nominal Amount of USD 279,750,000 Mgmt For For
Authorise 1,119,000,000 Ordinary Shares for
7 Market Purchase Mgmt For For
Amend HSBC Holdings Savings-Related Share Option
8 Plan Mgmt For For
Amend HSBC Holdings Savings-Related Share Option
9 Plan: International Mgmt For For
10 Approve the HSBC US Employee Stock Plan Mgmt For For
11 Approve the HSBC Share Plan Mgmt For For
Amend Articles of Association Re: Statutory and
12 Best Practice Changes Mgmt For For
Telefonica S.A.
(Formerly Telefonica De
Espana, S.A.) Shares Voted -1,659,318 Security 5732524 E90183182
Meeting Date 5/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Individual and Consolidated Financial
Statements, Allocation of Income, and Discharge
1 Directors Mgmt For For
2 Approve Dividend Mgmt For For
3 Approve Merger by Absorption of Terra Networks Mgmt For For
4 Elect Directors Mgmt For For
5 Approve Auditors Mgmt For For
6 Authorize Share Repurchase Program Mgmt For For
7 Approve Reduction in Stated Capital Mgmt For For
Authorize Board to Ratify and Execute Approved
8 Resolutions Mgmt For For
Sanofi-Aventis (Formerly Shares Voted Security
Sanofi-Synthelabo ) -317,805 5671735
Meeting Date 5/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
1 Approve Financial Statements and Statutory Reports Mgmt For For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For For
Approve Allocation of Income and Dividends of EUR
3 1.20 per Share Mgmt For For
Approve Special Auditors' Report Regarding
4 Related-Party Transactions Mgmt For For
5 Ratify PricewaterhouseCoopers Audit as Auditor Mgmt For For
6 Ratify Pierre Coll as Alternate Auditor Mgmt For For
Authorize Repurchase of Up to Ten Percent of
7 Issued Share Capital Mgmt For For
8 Cancel Outstanding Debt Issuance Authority Mgmt For For
Special Business
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to Aggregate
Nominal Amount of EUR 1.4 Billion; Authorize
9 Global Limit of EUR 1.6 Billion Mgmt For For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
10 Aggregate Nominal Amount of EUR 840 Million Mgmt For Against
Authorize Capitalization of Reserves of Up to EUR
500 Million for Bonus Issue or Increase in Par
11 Value Mgmt For For
Authorize Board to Increase Capital in the Event
of Demand Exceeding Amounts Proposed in Issuance
12 Authorities Above Mgmt For Against
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
13 Plan Mgmt For For
14 Approve Stock Option Plan Grants Mgmt For Against
Authorize Up to 1 Percent of Issued Capital For
15 Use in Restricted Stock Plan Mgmt For Against
Approve Reduction in Share Capital via
16 Cancellation of Repurchased Shares Mgmt For For
Authorize Filing of Required Documents/Other
17 Formalities Mgmt For For
WOOLWORTHS GROUP plc Shares Voted 11,404,329 Security G9761G107
Meeting Date 6/7/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Final Dividend of 1.26 Pence Per Ordinary
2 Share Mgmt For For
Reappoint PricewaterhouseCoopers LLP as Auditors
3 of the Company Mgmt For For
Authorise Board to Fix Remuneration of the
4 Auditors Mgmt For For
5 Re-elect Andrew Beeson as Director Mgmt For For
6 Re-elect Roger Jones as Director Mgmt For For
7 Re-elect Prue Leith as Director Mgmt For For
8 Re-elect Trevor Bish-Jones as Director Mgmt For For
9 Approve Remuneration Report Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
10 Aggregate Nominal Amount of GBP 18,187,077.87 Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
11 Aggregate Nominal Amount of GBP 9,090,646.11 Mgmt For For
Authorise up to GBP 18,181,292.21 for Market
12 Purchase Mgmt For For
Dassault Systemes Sa Shares Voted 0 Security 5330047
Meeting Date 6/8/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Special Auditors' Report Regarding
1 Related-Party Transactions Mgmt For
2 Approve Financial Statements and Statutory Reports Mgmt For
Accept Consolidated Financial Statements and
3 Statutory Reports Mgmt For
Approve Allocation of Income and Dividends of EUR
4 0.38 per Share Mgmt For
Authorize Repurchase of Up to Ten Percent of
5 Issued Share Capital Mgmt For
Approve Remuneration of Directors in the
6 Aggregate Amount of EUR 170,000 Mgmt For
7 Ratify PricewaterhouseCoopers Audit as Auditor Mgmt For
8 Ratify Pierre Coll as Alternate Auditor Mgmt For
9 Reelect Charles Edelstenne as Director Mgmt For
10 Reelect Bernard Charles as Director Mgmt For
11 Reelect Laurent Dassault as Director Mgmt For
12 Reelect Thibault de Tersant as Director Mgmt For
13 Reelect Paul R. Brown as Director Mgmt For
14 Ratify Appointment of Arnoud de Meyer as Director Mgmt For
15 Reelect Arnoud de Meyer as Director Mgmt For
Ratify Appointment of Behrouz Jean-Pierre
16 Chahid-Nourai as Director Mgmt For
Reelect Behrouz Jean-Pierre Chahid-Nourai as
17 Director Mgmt For
Special Business
Amend Articles of Association Pursuant to June
18 24, 2004 Legal Changes to French Commercial Code Mgmt For
Approve Reduction in Share Capital via
19 Cancellation of Repurchased Shares Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights up to Aggregate
20 Nominal Amount of EUR 15 Million Mgmt For
Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights up to
21 Aggregate Nominal Amount of EUR 15 Million Mgmt For
Authorize Board to Increase Capital in the Event
Demand Exceeds Amounts Proposed Under Items 20
22 and 21 Mgmt For
Authorize Capitalization of Reserves of Up to EUR
15 Million for Bonus Issue or Increase in Par
23 Value Mgmt For
Authorize Capital Increase of Up to Ten Percent
24 of Issued Capital for Future Acquisitions Mgmt For
25 Approve Stock Option Plan Grants Mgmt For
Authorize Up to One Percent of Issued Capital for
26 Use in Restricted Stock Plan Mgmt For
Approve Capital Increase Reserved for Employees
Participating in Savings-Related Share Purchase
27 Plan Mgmt For
Ordinary and Special Business
Authorize Filing of Required Documents/Other
28 Formalities Mgmt For
BHP Billiton Plc Shares Voted Security
(Formerly Billiton Plc) 1,919,131 G10877101
Meeting Date 6/13/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Authorise Appropriation of Distributable Profits
1 of the Company for the Dividend Rectification Mgmt For For
2 Approve Cancellation of Share Premium Account Mgmt For For
Hon Hai Precision Shares Voted Security
Industry 1,766,870 Y36861105
Meeting Date 6/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
Receive Report on Indirect Investments in
1.3 Mainland China
1.4 Receive Other Reports
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of
NTD 2.50 per Share and Stock Dividend of 200
2.2 Shares per 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and
2.3 Employee Profit Sharing Mgmt For For
Approve Increase of Registered Capital and
Issuance of Ordinary Shares to Participate the
2.4 Issuance of Global Depository Receipt Mgmt For Against
2.5 Amend Articles of Association Mgmt For Against
Amend Procedures Governing Derivative Financial
2.6 Instruments Mgmt For Against
3 Other Business
Hellenic
Telecommunication
Organization Shares Voted 0 Security X3258B102
Meeting Date 6/16/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
Accept Consolidated Financial Statements and
2 Statutory Reports Mgmt For
Elect Director in Replacement of Resigned Board
3 Member Mgmt For
4 Approve Discharge of Board and Auditors for 2004 Mgmt For
Approve Auditors and Authorize Board to Fix Their
5 Remuneration Mgmt For
6 Approve Remuneration of Directors for 2004 Mgmt For
7 Approve Remuneration of Directors for 2005 Mgmt For
Approve Remuneration of Chairman of the Board,
8 CEO, and Vice-Chairman of the Board for 2004 Mgmt For
Approve Remuneration of Chairman of the Board and
9 CEO for 2005 Mgmt For
Approve Fundamental Terms and Conditions of Draft
Agreement For the Covering of Civil Liability of
Members of the Board, and the Company's
10 Management For Their Duties and Responsibilities Mgmt For
Approve Reduction in Share Capital by
11 Cancellation of 676, 240 Shares Mgmt For
12 Amend Articles; Codify Articles Mgmt For
Fix Number of and Elect Directors; Designate
13 Independent Board Members Mgmt For
14 Other Business (Non-Voting)
Hoya Corp. Shares Voted 173,000 Security J22848105
Meeting Date 6/17/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Amend Articles to: Decrease Authorized Capital to
1 Reflect Share Repurchase and Cancellation Mgmt For For
2.1 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
2.3 Elect Director Mgmt For For
2.4 Elect Director Mgmt For For
2.5 Elect Director Mgmt For For
2.6 Elect Director Mgmt For For
2.7 Elect Director Mgmt For For
2.8 Elect Director Mgmt For For
3 Approve Executive Stock Option Plan Mgmt For For
4 Appoint External Audit Firm Mgmt For For
Nissan Motor Co. Ltd. Shares Voted 834,333 Security J57160129
Meeting Date 6/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 12, Final JY 12,
1 Special JY 0 Mgmt For For
Amend Articles to Delete Language Specifying Term
in Office of Statutory Auditors in Office on or
2 Before March 31, 2003 Mgmt For For
3 Approve Executive Stock Option Plan Mgmt For For
4.1 Elect Director Mgmt For For
4.2 Elect Director Mgmt For For
4.3 Elect Director Mgmt For For
4.4 Elect Director Mgmt For For
4.5 Elect Director Mgmt For For
4.6 Elect Director Mgmt For For
4.7 Elect Director Mgmt For For
4.8 Elect Director Mgmt For For
4.9 Elect Director Mgmt For For
5 Appoint Internal Statutory Auditor Mgmt For For
Approve Retirement Bonuses for Directors and
6 Statutory Auditors Mgmt For For
Approve Adjustment to Aggregate Compensation
7 Ceilings for Directors and Statutory Auditors Mgmt For For
Sharp Corp. Shares Voted 62,447 Security J71434112
Meeting Date 6/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 10, Final JY 10,
1 Special JY 0 Mgmt For For
Amend Articles to Delete Obsolete Language
2 Relating to Conversion of Convertible Bonds Mgmt For For
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
3.8 Elect Director Mgmt For For
3.9 Elect Director Mgmt For For
3.1 Elect Director Mgmt For For
3.11 Elect Director Mgmt For For
3.12 Elect Director Mgmt For For
3.13 Elect Director Mgmt For For
3.14 Elect Director Mgmt For For
3.15 Elect Director Mgmt For For
3.16 Elect Director Mgmt For For
3.17 Elect Director Mgmt For For
3.18 Elect Director Mgmt For For
3.19 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.21 Elect Director Mgmt For For
3.22 Elect Director Mgmt For For
3.23 Elect Director Mgmt For For
3.24 Elect Director Mgmt For For
3.25 Elect Director Mgmt For For
4 Approve Retirement Bonuses for Directors Mgmt For For
Toyota Motor Corp. Shares Voted 887,000 Security J92676113
Meeting Date 6/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Management Proposals
Approve Allocation of Income, Including the
Following Dividends: Interim JY 25, Final JY 40,
1 Special JY 0 Mgmt For For
2.1 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
2.3 Elect Director Mgmt For For
2.4 Elect Director Mgmt For For
2.5 Elect Director Mgmt For For
2.6 Elect Director Mgmt For For
2.7 Elect Director Mgmt For For
2.8 Elect Director Mgmt For For
2.9 Elect Director Mgmt For For
2.1 Elect Director Mgmt For For
2.11 Elect Director Mgmt For For
2.12 Elect Director Mgmt For For
2.13 Elect Director Mgmt For For
2.14 Elect Director Mgmt For For
2.15 Elect Director Mgmt For For
2.16 Elect Director Mgmt For For
2.17 Elect Director Mgmt For For
2.18 Elect Director Mgmt For For
2.19 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
2.21 Elect Director Mgmt For For
2.22 Elect Director Mgmt For For
2.23 Elect Director Mgmt For For
2.24 Elect Director Mgmt For For
2.25 Elect Director Mgmt For For
2.26 Elect Director Mgmt For For
3 Appoint Internal Statutory Auditor Mgmt For Against
4 Approve Executive Stock Option Plan Mgmt For For
5 Authorize Share Repurchase Program Mgmt For For
6 Approve Retirement Bonuses for Directors Mgmt For For
Shareholder Proposals
Amend Articles of Incorporation to Require
Disclosure of Individual Compensation Levels of
7 Directors and Statutory Auditors ShrHoldr Against For
Amend Articles of Incorporation to Require
Reporting of Contributions to Political Parties
8 and Political Fundraising Organizations ShrHoldr Against Against
Tesco Plc Shares Voted 0 Security 884709
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Remuneration Report Mgmt For
Approve Final Dividend of 5.27 Pence Per Ordinary
3 Share Mgmt For
4 Re-elect Rodney Chase as Director Mgmt For
5 Re-elect Sir Terry Leahy as Director Mgmt For
6 Re-elect Tim Mason as Director Mgmt For
7 Re-elect David Potts as Director Mgmt For
8 Elect Karen Cook as Director Mgmt For
9 Elect Carolyn McCall as Director Mgmt For
Reappoint PricewaterhouseCooopers LLP as Auditors
10 of the Company Mgmt For
Authorise Board to Fix Remuneration of the
11 Auditors Mgmt For
Approve Increase in Authorised Capital from GBP
12 530,000,000 to GBP 535,000,000 Mgmt For
13 Approve Scrip Dividend Program Mgmt For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
14 Aggregate Nominal Amount of GBP 129,200,000 Mgmt For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
15 Aggregate Nominal Amount of GBP 19,470,000 Mgmt For
Authorise 778,700,000 Ordinary Shares for Market
16 Purchase Mgmt For
Authorise the Company to Make EU Political
Organisation Donations up to GBP 100,000 and to
17 Incur EU Political Expenditure up to GBP 100,000 Mgmt For
Authorise Tesco Stores Ltd. to Make EU Political
Organisation Donations up to GBP 100,000 and
18 Incur EU Political Expenditure up to GBP 100,000 Mgmt For
Authorise Tesco Ireland Ltd. to Make EU Political
Organisation Donations up to GBP 25,000 and Incur
19 EU Political Expenditure up to GBP 25,000 Mgmt For
Authorise Tesco Vin Plus S.A. to Make EU
Political Organisation Donations up to GBP 25,000
and Incur EU Political Expenditure up to GBP
20 25,000 Mgmt For
Authorise Tesco Stores CR a.s. to Make EU
Political Organisation Donations up to GBP 25,000
and Incur EU Political Expenditure up to GBP
21 25,000 Mgmt For
Authorise Tesco Stores SR a.s. to Make EU
Political Organisation Donations up to GBP 25,000
and Incur EU Political Expenditure up to GBP
22 25,000 Mgmt For
Authorise Tesco Global Rt to Make EU Political
Organisation Donations up to GBP 25,000 and Incur
23 EU Political Expenditure up to GBP 25,000 Mgmt For
Authorise Tesco Polska Sp z.o.o. to Make EU
Political Organisation Donations up to GBP 25,000
and Incur EU Political Expenditure up to GBP
24 25,000 Mgmt For
Gazprom OAO Shares Voted 247,440 Security 368287207
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
GAS TRANSPORTATION AGREEMENTS BETWEEN OAO GAZPROM
1 AND OAO AK SIBUR Mgmt For For
GAS TRANSPORTATION AGREEMENTS BETWEEN OAO GAZPROM
2 AND OAO TOMSKGAZPROM Mgmt For For
ELECTION OF DIRECTORS. IF YOU WISH TO VOTE
SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR
3 REPRESENTATIVE Mgmt For Abstain
4 ELECT A.S. ANATOLIEVICH TO THE AUDIT COMMISSION Mgmt For For
5 ELECT A.D. ALEKSANDROVICH TO THE AUDIT COMMISSION Mgmt For For
6 ELECT B.V. KASYMOVICH TO THE AUDIT COMMISSION Mgmt For For
7 ELECT G.I. NIKOLAEVICH TO THE AUDIT COMMISSION Mgmt For For
8 ELECT G.S. ALEKSEEVNA TO THE AUDIT COMMISSION Mgmt For For
9 ELECT D.N. NIKOLAEVNA TO THE AUDIT COMMISSION Mgmt For For
10 ELECT I.R. VLADIMIROVICH TO THE AUDIT COMMISSION Mgmt For For
11 ELECT L.N. VLADISLAVOVNA TO THE AUDIT COMMISSION Mgmt For For
12 ELECT M.O. VYACHESLAVOVICH TO THE AUDIT COMMISSION Mgmt For For
13 ELECT T.A. PETROVICH TO THE AUDIT COMMISSION Mgmt For For
14 ELECT S.Y. IVANOVICH TO THE AUDIT COMMISSION Mgmt For For
Gazprom OAO Shares Voted 247,440 Security 368287207
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
1 ANNUAL REPORT Mgmt For For
2 ANNUAL ACCOUNTING STATEMENTS Mgmt For For
3 DISTRIBUTION OF THE PROFIT Mgmt For For
4 APPROVE PAYMENT OF ANNUAL DIVIDENDS Mgmt For For
5 PAY REMUNERATION TO BOARD AND AUDIT COMMISSION Mgmt For Against
6 APPROVE EXTERNAL AUDITOR Mgmt For For
7 AMENDMENT NO. 1 TO THE CHARTER Mgmt For For
8 AMENDMENT NO. 2 TO THE CHARTER Mgmt For For
9 AMENDMENT NO. 3 TO THE CHARTER Mgmt For For
AMENDMENT NO. 1 TO THE CHARTER THAT HAVE BEEN
10 PROPOSED BY THE BOARD Mgmt For For
AMENDMENTS AND ADDITIONS NO. 2 TO THE CHARTER
11 THAT HAVE BEEN PROPOSED BY THE BOARD Mgmt For For
AMENDMENTS AND ADDITIONS NO. 3 TO THE CHARTER
12 THAT HAVE BEEN PROPOSED BY THE BOARD Mgmt For For
13 AMENDMENT TO THE REGULATION ON THE BOARD Mgmt For For
LOAN TRANSACTIONS BETWEEN OAO GAZPROM AND AB
14 GAZPROMBANK (ZAO) Mgmt For For
LOAN TRANSACTIONS BETWEEN OAO GAZPROM AND
15 SBERBANK OF RUSSIA Mgmt For For
BANK ACCOUNT AGREEMENTS BETWEEN OAO GAZPROM AND
16 AB GAZPROMBANK (ZAO) Mgmt For For
BANK ACCOUNT AGREEMENTS BETWEEN OAO GAZPROM AND
17 SBERBANK OF RUSSIA Mgmt For For
BANK GUARANTEE AGREEMENTS BETWEEN OAO GAZPROM AND
18 AB GAZPROMBANK (ZAO) Mgmt For For
GAS SUPPLY AGREEMENTS BETWEEN OAO GAZPROM AND OOO
19 MEZHREGIONGAZ Mgmt For For
GAS SUPPLY AGREEMENTS BETWEEN OAO GAZPROM AND OAO
20 AK SIBUR Mgmt For For
Aiful Corp. Shares Voted 112,496 Security J00557108
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 30, Final JY 30,
1 Special JY 0 Mgmt For For
2.1 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
2.3 Elect Director Mgmt For For
2.4 Elect Director Mgmt For For
2.5 Elect Director Mgmt For For
2.6 Elect Director Mgmt For For
2.7 Elect Director Mgmt For For
2.8 Elect Director Mgmt For For
2.9 Elect Director Mgmt For For
2.1 Elect Director Mgmt For For
2.11 Elect Director Mgmt For For
2.12 Elect Director Mgmt For For
2.13 Elect Director Mgmt For For
2.14 Elect Director Mgmt For For
2.15 Elect Director Mgmt For For
2.16 Elect Director Mgmt For For
3.1 Appoint Internal Statutory Auditor Mgmt For For
3.2 Appoint Internal Statutory Auditor Mgmt For For
4 Approve Retirement Bonus for Director Mgmt For For
Approve Adjustment to Aggregate Compensation
5 Ceiling for Directors Mgmt For For
6 Approve Executive Stock Option Plan Mgmt For For
Mitsubishi Corp. Shares Voted 2,205,000 Security J43830116
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 6, Final JY 12,
1 Special JY 0 Mgmt For For
Amend Articles to: Amend Business Objectives
2 Clause Mgmt For For
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
3.8 Elect Director Mgmt For For
3.9 Elect Director Mgmt For For
3.1 Elect Director Mgmt For For
3.11 Elect Director Mgmt For For
3.12 Elect Director Mgmt For For
3.13 Elect Director Mgmt For For
3.14 Elect Director Mgmt For For
3.15 Elect Director Mgmt For For
3.16 Elect Director Mgmt For For
3.17 Elect Director Mgmt For For
4 Approve Executive Stock Option Plan Mgmt For For
5 Approve Deep Discount Stock Option Plan Mgmt For For
Approve Retirement Bonuses for Directors and
Special Payments to Continuing Directors and
Statutory Auditors in Connection with Abolition
6 of Retirement Bonus System for Outsiders Mgmt For Against
Astellas Pharma Inc.
(frmly. Yamanouchi
Pharmaceutical Co. L Shares Voted 270,768 Security J03393105
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 15, Final JY 16,
1 Special JY 0 Mgmt For For
2.1 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
Approve Retirement Bonuses for Directors and
Statutory Auditors, and Special Payments to
Continuing Directors and Statutory Auditor in
Connection with Abolition of Retirement Bonus
3 System Mgmt For For
4 Approve Deep Discount Stock Option Plan Mgmt For For
Approve Adjustment to Aggregate Compensation
5 Ceiling for Directors Mgmt For For
PT Telekomunikasi Shares Voted Security
Indonesia 829,000 715684106
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE COMPANY S ANNUAL REPORT FOR THE
1 FINANCIAL YEAR 2004. Mgmt For For
RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2004
AND ACQUITTAL AND DISCHARGE TO THE BOARD OF
2 DIRECTORS AND BOARD OF COMMISSIONERS. Mgmt For For
DETERMINATION OF THE FINANCIAL YEAR 2004 S PROFIT
3 UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND. Mgmt For For
APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE
4 COMPANY RECORDS FOR 2005 FINANCIAL YEAR. Mgmt For For
DETERMINATION OF COMPENSATION FOR THE BOARD OF
DIRECTORS AND BOARD OF COMMISSIONERS FOR THE
5 FINANCIAL YEAR 2005. Mgmt For For
APPROVAL OF ADDITION AND APPOINTMENT OF MEMBERS
OF THE BOARD OF DIRECTORS DURING THE PERIOD OF
6 2005-2010. Mgmt For For
SEGA SAMMY HOLDINGS INC. Shares Voted 418,000 Security J7028D104
Meeting Date 6/24/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 0, Final JY 40,
1 Special JY 20 Mgmt For For
Amend Articles to: Authorize Public Announcements
2 in Electronic Format Mgmt For For
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
4.1 Appoint Internal Statutory Auditor Mgmt For Against
4.2 Appoint Internal Statutory Auditor Mgmt For Against
4.3 Appoint Internal Statutory Auditor Mgmt For Against
4.4 Appoint Internal Statutory Auditor Mgmt For Against
5 Appoint Alternate Internal Statutory Auditor Mgmt For Against
6 Approve Executive Stock Option Plan Mgmt For For
Credit Saison Co. Ltd. Shares Voted 250,000 Security J7007M109
Meeting Date 6/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 0, Final JY 20,
1 Special JY 0 Mgmt For For
2 Amend Articles to: Expand Business Lines Mgmt For For
3 Approve Executive Stock Option Plan Mgmt For For
4.1 Elect Director Mgmt For For
4.2 Elect Director Mgmt For For
4.3 Elect Director Mgmt For For
4.4 Elect Director Mgmt For For
4.5 Elect Director Mgmt For For
4.6 Elect Director Mgmt For For
4.7 Elect Director Mgmt For For
4.8 Elect Director Mgmt For For
4.9 Elect Director Mgmt For For
4.1 Elect Director Mgmt For For
4.11 Elect Director Mgmt For For
4.12 Elect Director Mgmt For For
4.13 Elect Director Mgmt For For
4.14 Elect Director Mgmt For For
4.15 Elect Director Mgmt For For
4.16 Elect Director Mgmt For For
4.17 Elect Director Mgmt For For
5 Approve Retirement Bonuses for Directors Mgmt For For
WPP Group Plc Shares Voted 1,213,300 Security G97974102
Meeting Date 6/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Final Dividend of 5.28 Pence Per Ordinary
2 Share Mgmt For For
3 Elect Lubna Olayan as Director Mgmt For For
4 Elect Jeffrey Rosen as Director Mgmt For For
5 Elect Mark Read as Director Mgmt For For
6 Re-elect Sir Martin Sorrell as Director Mgmt For For
7 Re-elect Stanley Morten as Director Mgmt For Abstain
8 Re-elect John Quelch as Director Mgmt For For
Reappoint Deloitte & Touche LLP as Auditors and
Authorise the Board to Determine Their
9 Remuneration Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
10 Aggregate Nominal Amount of GBP 42,115,797 Mgmt For For
Authorise 126,473,866 Ordinary Shares for Market
11 Purchase Mgmt For For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
12 Aggregate Nominal Amount of GBP 6,323,693 Mgmt For For
13 Approve Remuneration Report Mgmt For For
Shell Transport And Shares Voted Security
Trading Company Plc (The) 0 803414
Meeting Date 6/28/2005 Meeting Type CRT
Ballot Issues Proponent Mgmt Vote
Rec Cast
Court Meeting
1 Approve Scheme of Arrangement Mgmt For
Shell Transport And Shares Voted Security
Trading Company Plc (The) 4,539,816 822703104
Meeting Date 6/28/2005 Meeting Type CRT
Ballot Issues Proponent Mgmt Vote
Rec Cast
Court Meeting
1 Approve Scheme of Arrangement Mgmt For For
Shell Transport And Shares Voted Security
Trading Company Plc (The) 0 803414
Meeting Date 6/28/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Reduction in Capital by Cancelling and
Extinguishing the First Preference Shares of GBP
1 1 Each Mgmt For
Conditional on the Passing of Resolution 1,
Approve Reduction in Capital by Cancelling and
Extinguishing the Second Preference Shares of GBP
2 1 Each Mgmt For
Approve Scheme of Arrangement;Reduce Cap. by
Cancelling the Scheme Shares;Increase Cap. by
Creating Such No. of Ord. Shares of 25p and 1
Dividend Access Share of 25P; Issue of Equity
with Pre-emp. Rights up to the Created Ord.
3 Shares; Amend Art. of Assoc. Mgmt For
Shell Transport And Shares Voted Security
Trading Company Plc (The) 4,539,816 822703104
Meeting Date 6/28/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Reduction in Capital by Cancelling and
Extinguishing the First Preference Shares of GBP
1 1 Each Mgmt For For
Conditional on the Passing of Resolution 1,
Approve Reduction in Capital by Cancelling and
Extinguishing the Second Preference Shares of GBP
2 1 Each Mgmt For For
Approve Scheme of Arrangement;Reduce Cap. by
Cancelling the Scheme Shares;Increase Cap. by
Creating Such No. of Ord. Shares of 25p and 1
Dividend Access Share of 25P; Issue of Equity
with Pre-emp. Rights up to the Created Ord.
3 Shares; Amend Art. of Assoc. Mgmt For For
Shell Transport And Shares Voted Security
Trading Company Plc (The) 0 803414
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Remuneration Report Mgmt For
3 Elect Peter Voser as Director Mgmt For
4 Re-elect Sir Peter Job as Director Mgmt For
5 Re-elect Lord Oxburgh as Director Mgmt For
Reappoint PricewaterhouseCoopers LLP as Auditors
6 of the Company Mgmt For
Authorise Board to Fix Remuneration of the
7 Auditors Mgmt For
Authorise 480,000,000 Ordinary Shares for Market
8 Purchase Mgmt For
9 Approve Long-Term Incentive Plan Mgmt For
10 Approve Deferred Bonus Plan Mgmt For
11 Approve Restricted Share Plan Mgmt For
Shell Transport And Shares Voted Security
Trading Company Plc (The) 4,539,816 822703104
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Remuneration Report Mgmt For For
3 Elect Peter Voser as Director Mgmt For For
4 Re-elect Sir Peter Job as Director Mgmt For For
5 Re-elect Lord Oxburgh as Director Mgmt For For
Reappoint PricewaterhouseCoopers LLP as Auditors
6 of the Company Mgmt For For
Authorise Board to Fix Remuneration of the
7 Auditors Mgmt For For
Authorise 480,000,000 Ordinary Shares for Market
8 Purchase Mgmt For For
9 Approve Long-Term Incentive Plan Mgmt For For
10 Approve Deferred Bonus Plan Mgmt For For
11 Approve Restricted Share Plan Mgmt For For
NIPPON MINING HOLDINGS Shares Voted Security
INC. 1,597,000 J54824107
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 0, Final JY 10,
1 Special JY 0 Mgmt For For
Amend Articles to: Authorize Public Announcements
2 in Electronic Format Mgmt For For
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
3.8 Elect Director Mgmt For For
3.9 Elect Director Mgmt For For
3.1 Elect Director Mgmt For For
3.11 Elect Director Mgmt For For
3.12 Elect Director Mgmt For For
3.13 Elect Director Mgmt For For
4 Approve Deep Discount Stock Option Plan Mgmt For For
Approve Retirement Bonus for Director and Special
Payments to Continuing Directors in Connection
5 with Abolition of Retirement Bonus System Mgmt For For
Nippon Steel Corp. Shares Voted 8,795,667 Security J55999122
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 0, Final JY 5,
1 Special JY 0 Mgmt For For
Approve Payment of Annual Bonuses to Directors
2 and Statutory Auditors Mgmt For For
Amend Articles to: Authorize Public Announcements
3 in Electronic Format Mgmt For For
4.1 Elect Director Mgmt For For
4.2 Elect Director Mgmt For For
4.3 Elect Director Mgmt For For
4.4 Elect Director Mgmt For For
4.5 Elect Director Mgmt For For
4.6 Elect Director Mgmt For For
4.7 Elect Director Mgmt For For
4.8 Elect Director Mgmt For For
4.9 Elect Director Mgmt For For
4.1 Elect Director Mgmt For For
4.11 Elect Director Mgmt For For
4.12 Elect Director Mgmt For For
4.13 Elect Director Mgmt For For
4.14 Elect Director Mgmt For For
4.15 Elect Director Mgmt For For
4.16 Elect Director Mgmt For For
4.17 Elect Director Mgmt For For
4.18 Elect Director Mgmt For For
4.19 Elect Director Mgmt For For
4.2 Elect Director Mgmt For For
4.21 Elect Director Mgmt For For
4.22 Elect Director Mgmt For For
4.23 Elect Director Mgmt For For
4.24 Elect Director Mgmt For For
4.25 Elect Director Mgmt For For
4.26 Elect Director Mgmt For For
4.27 Elect Director Mgmt For For
4.28 Elect Director Mgmt For For
4.29 Elect Director Mgmt For For
4.3 Elect Director Mgmt For For
4.31 Elect Director Mgmt For For
4.32 Elect Director Mgmt For For
4.33 Elect Director Mgmt For For
4.34 Elect Director Mgmt For For
4.35 Elect Director Mgmt For For
4.36 Elect Director Mgmt For For
4.37 Elect Director Mgmt For For
5.1 Appoint Internal Statutory Auditor Mgmt For For
5.2 Appoint Internal Statutory Auditor Mgmt For For
5.3 Appoint Internal Statutory Auditor Mgmt For Against
Approve Special Bonus for Family of Deceased
Satutory Auditor and Retirement Bounuses for
6 Directors and Statutory Auditor Mgmt For Against
MIZUHO FINANCIAL GROUP Shares Voted Security
INC. 6,308 J4599L102
Meeting Date 6/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Management Proposals
Approve Allocation of Income, Including the
Following Dividends on Ordinary Shares: Interim
1 JY 0, Final JY 3500, Special JY 0 Mgmt For For
2 Authorize Repurchase of Preferred Shares Mgmt For For
Amend Articles to: Decrease Authorized Capital to
3 Reflect Preferred Share Cancellation Mgmt For For
4.1 Elect Director Mgmt For For
4.2 Elect Director Mgmt For For
4.3 Elect Director Mgmt For For
4.4 Elect Director Mgmt For For
4.5 Elect Director Mgmt For For
4.6 Elect Director Mgmt For For
4.7 Elect Director Mgmt For For
5.1 Appoint Internal Statutory Auditor Mgmt For For
5.2 Appoint Internal Statutory Auditor Mgmt For For
Approve Retirement Bonuses for Director and
6 Statutory Auditors Mgmt For For
Shareholder Proposals
Amend Articles to Require Disclosure of
Individual Compensation of Directors and
7 Statutory Auditors ShrHoldr Against For
Approve Alternate Income Allocation Proposal,
8 with a Dividend of JY 7000 Per Share ShrHoldr Against Against
Daito Trust Construction Shares Voted Security
Co. Ltd. 196,200 J11151107
Meeting Date 6/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 34, Final JY 37,
1 Special JY 0 Mgmt For For
Amend Articles to: Expand Business Lines -
Decrease Authorized Capital from 335.43 Million
2 Shares to 332.26 Million Shares Mgmt For For
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
3.8 Elect Director Mgmt For For
3.9 Elect Director Mgmt For For
4.1 Appoint Internal Statutory Auditor Mgmt For For
4.2 Appoint Internal Statutory Auditor Mgmt For For
5 Approve Retirement Bonus for Director Mgmt For For
Mitsui Fudosan Co. Ltd. Shares Voted 1,075,000 Security J4509L101
Meeting Date 6/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 3.50, Final JY
1 3.50, Special JY 0 Mgmt For For
Amend Articles to: Increase Authorized Capital
from 1.77 Billion to 3.29 Billion Shares - Reduce
2 Maximum Board Size Mgmt For Against
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
3.8 Elect Director Mgmt For For
3.9 Elect Director Mgmt For For
3.1 Elect Director Mgmt For For
4 Appoint Internal Statutory Auditor Mgmt For Against
Approve Retirement Bonuses for Director and
5 Statutory Auditor Mgmt For Against
Fanuc Ltd. Shares Voted 204,000 Security J13440102
Meeting Date 6/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 14, Final JY 31,
1 Special JY 0 Mgmt For For
Amend Articles to: Increase Authorized Capital
from 400 Million to 900 Million Shares - Reduce
2 Directors Term in Office Mgmt For Against
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
3.8 Elect Director Mgmt For For
3.9 Elect Director Mgmt For For
3.1 Elect Director Mgmt For For
3.11 Elect Director Mgmt For For
3.12 Elect Director Mgmt For For
3.13 Elect Director Mgmt For For
3.14 Elect Director Mgmt For For
3.15 Elect Director Mgmt For For
3.16 Elect Director Mgmt For For
3.17 Elect Director Mgmt For For
3.18 Elect Director Mgmt For For
3.19 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.21 Elect Director Mgmt For For
3.22 Elect Director Mgmt For For
3.23 Elect Director Mgmt For For
3.24 Elect Director Mgmt For For
3.25 Elect Director Mgmt For For
3.26 Elect Director Mgmt For For
3.27 Elect Director Mgmt For For
Approve Adjustment to Aggregate Compensation
4 Ceiling for Directors Mgmt For For
5 Approve Retirement Bonuses for Directors Mgmt For For
Mitsubishi Tokyo Shares Voted Security
Financial Group Inc 1,682 J44497105
Meeting Date 6/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends on Ordinary Shares: Interim
1 JY 0, Final JY 6000, Special JY 0 Mgmt For For
Amend Articles to: Increase Authorized Preferred
Share Capital - Delete References to Cancelled
Preferred Shares and Add References to New
2 Classes of Preferred Shares Mgmt For For
3 Approve Merger Agreement with UFJ Holdings Inc. Mgmt For For
4.1 Elect Director Mgmt For For
4.2 Elect Director Mgmt For For
4.3 Elect Director Mgmt For For
4.4 Elect Director Mgmt For For
5.1 Appoint Internal Statutory Auditor Mgmt For For
5.2 Appoint Internal Statutory Auditor Mgmt For Against
Approve Retirement Bonuses for Directors and
6 Statutory Auditors Mgmt For Against
Dai Nippon Printing Co. Shares Voted Security
Ltd. 56,088 J10584100
Meeting Date 6/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the
Following Dividends: Interim JY 10.50, Final JY
1 13.50, Special JY 0 Mgmt For For
Amend Articles to: Increase Authorized Capital
from 1.2 Billion to 1.5 Billion Shares - Cancel
Year-End Closure of Shareholder Register - Reduce
Maximum Board Size - Increase Maximum Number of
2 Internal Auditors Mgmt For For
3.1 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.3 Elect Director Mgmt For For
3.4 Elect Director Mgmt For For
3.5 Elect Director Mgmt For For
3.6 Elect Director Mgmt For For
3.7 Elect Director Mgmt For For
3.8 Elect Director Mgmt For For
3.9 Elect Director Mgmt For For
3.1 Elect Director Mgmt For For
3.11 Elect Director Mgmt For For
3.12 Elect Director Mgmt For For
3.13 Elect Director Mgmt For For
3.14 Elect Director Mgmt For For
3.15 Elect Director Mgmt For For
3.16 Elect Director Mgmt For For
3.17 Elect Director Mgmt For For
3.18 Elect Director Mgmt For For
3.19 Elect Director Mgmt For For
3.2 Elect Director Mgmt For For
3.21 Elect Director Mgmt For For
3.22 Elect Director Mgmt For For
3.23 Elect Director Mgmt For For
3.24 Elect Director Mgmt For For
3.25 Elect Director Mgmt For For
3.26 Elect Director Mgmt For For
4 Appoint Internal Statutory Auditor Mgmt For For
Approve Adjustment to Aggregate Compensation
5 Ceiling for Statutory Auditors Mgmt For For
6 Approve Retirement Bonuses for Directors Mgmt For For
GROUP 4 SECURICOR PLC Shares Voted 0 Security B01Y4N1
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For
2 Approve Remuneration Report Mgmt For
Approve Final Dividend of 1.85 Pence or DKK
3 0.1981 Per Share Mgmt For
4 Elect Nick Buckles as Director Mgmt For
5 Elect Lord Condon as Director Mgmt For
6 Elect Trevor Dighton as Director Mgmt For
7 Elect Alf Duch-Pedersen as Director Mgmt For
8 Elect Grahame Gibson as Director Mgmt For
9 Elect Thorleif Krarup as Director Mgmt For
10 Elect Bo Lerenius as Director Mgmt For
11 Elect Jorgen Philip-Sorensen as Director Mgmt For
12 Elect Waldemar Schmidt as Director Mgmt For
13 Elect Lord Sharman as Director Mgmt For
14 Elect Malcolm Williamson as Director Mgmt For
Reappoint KPMG Audit Plc as Auditors and
Authorise the Board to Determine Their
15 Remuneration Mgmt For
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
16 Aggregate Nominal Amount of GBP 105,000,000 Mgmt For
Authorise Issue of Equity or Equity-Linked
Securities without Pre-emptive Rights up to
17 Aggregate Nominal Amount of GBP 15,800,000 Mgmt For
Authorise 126,400,000 Ordinary Shares for Market
18 Purchase Mgmt For
Amend Articles of Association Re: Indemnification
19 of Directors Mgmt For
Sistema AFK Shares Voted 471,591 Security 48122U204
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE COMPANY S ANNUAL REPORT AND
ANNUAL ACCOUNTING STATEMENTS, INCLUDING THE
1 PROFIT AND LOSS ACCOUNT Mgmt For For
APPROVAL OF THE DISBURSEMENT OF PROFITS, THE SUM
OF DIVIDENDS FOR THE YEAR 2004 AND THE MODE, FORM
2 AND TERM OF PAYMENT THEREOF Mgmt For For
APPROVAL OF THE AMOUNT AS WELL AS THE MODE, FORM
AND TERM OF PAYMENT OF REMUNERATION OF THE
3 MEMBERS OF THE BOARD OF DIRECTORS Mgmt For For
APPROVAL TO FORM THE BOARD OF DIRECTORS OF THE
4 COMPANY THAT SHALL CONSIST OF 11 (ELEVEN) MEMBERS Mgmt For For
ELECTION OF DIRECTORS. IF YOU WISH TO VOTE
SELECTIVELY OR CUMULATE, PLEASE SEE ATTACHED
5 INSTRUCTIONS Mgmt For For
ELECTION OF THE FOLLOWING PERSON TO THE INTERNAL
6 AUDIT COMMISSION: INOZEMTSEV, VJACHESLAV IVANOVICH Mgmt For For
ELECTION OF THE FOLLOWING PERSON TO THE INTERNAL
7 AUDIT COMMISSION: RUDOVA, ELENA VIKTOROVNA Mgmt For For
ELECTION OF THE FOLLOWING PERSON TO THE INTERNAL
8 AUDIT COMMISSION: SIDORENKOVA, NATALIA ANATOLIEVNA Mgmt For For
9 Ratify Auditors Mgmt For For
APPROVAL OF AMENDMENTS OF THE CLAUSE 14.8 OF THE
10 CHARTER Mgmt For For
APPROVAL TO RATIFY THE REGULATION (BY-LAWS) ON
11 THE GENERAL MEETING OF SHAREHOLDERS Mgmt For For
ProxyEdge - Investment Company Report Report Date: 08/04/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder Latin America Fund
- ----------------------------------------------------------------------------------------------------------------------------
COMPANIA DE TELECOMUNICACIONES DE CH CTC Special Meeting Date: 07/15/2004
Issuer: 204449 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE SALE OF 100% OF TELEFONICA CTC Management For No
CHILE S EQUITY STAKE IN ITS MOBILE SUBSIDIARY
TELEFONICA MOVIL DE CHILE S.A.
02 APPROVAL OF MODIFICATION OF THE INVESTMENT AND Shareholder For No
FINANCING STRATEGY, SUBJECT TO THE APPROVAL OF
THE PROPOSED SALE.
03 APPROVAL OF DISTRIBUTION OF A GROSS DIVIDEND Management For No
OF US$0.626856 PER SHARE TO BE CHARGED AGAINST
RETAINED EARNINGS AS OF DECEMBER 31, 2003, SUBJECT
TO THE APPROVAL AND PAYMENT OF THE PROPOSED SALE.
- ----------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Special Meeting Date: 07/27/2004
Issuer: 344419 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 SUBJECT TO THE APPROVAL OF, AND THE CONDITIONS Shareholder For No
IMPOSED BY THE MEXICAN SECURITIES COMMISSION
AND IN ACCORDANCE WITH ARTICLE 81 OF THE MEXICAN
SECURITIES MARKET LAW, TO INCREASE THE VARIABLE
PORTION OF THE CAPITAL STOCK OF THE COMPANY,
BY THE ISSUANCE OF COMMON SERIES B SHARES AND
LIMITED VOTING SERIES D SHARES, AND TO APPROVE
THEIR INTEGRATION INTO B UNITS AND BD UNITS.
02 EXPRESS WAIVER BY THE SHAREHOLDERS TO THEIR PRE-EMPTIVE Shareholder For No
RIGHTS GRANTED BY ARTICLE 132 OF THE MEXICAN
GENERAL CORPORATIONS LAW, TO SUBSCRIBE THE SHARES
AND UNITS ISSUED IN ACCORDANCE WITH ITEM I OF
THE AGENDA.
03 APPROVE THE PUBLIC OFFER IN THE SECURITIES MARKETS Management For No
OF MEXICO, UNITED STATES OF AMERICA AND OTHER
MARKETS.
04 TO AUTHORIZE THE DIRECTORS (1) TO DETERMINE THE Shareholder For No
SUBSCRIPTION PRICE PER SHARE, AND PER UNIT DURING
THE PUBLIC OFFER; (2) TO DETERMINE THE AMOUNT
TO BE ALLOCATED AS CAPITAL STOCK INCREASE AND
AMOUNT AS SUBSCRIPTION PREMIUM PER SHARE AND
PER UNIT, AND (3) TO DETERMINE THE MANNER, TERM
AND CONDITIONS FOR THE CAPITAL INCREASE AND THE
PUBLIC OFFERING OF THE UNITS.
05 APPROVE THE CONDITIONS PRECEDENT FOR THE EFFECTIVENESS Management For No
OF THE RESOLUTIONS ADOPTED DURING THE MEETING.
06 ISSUANCE OF POWERS OF ATTORNEY TO EXECUTE THE Management For No
RESOLUTIONS ADOPTED DURING THE MEETING.
07 APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS Management For No
MEETING.
08 APPROVAL OF THE MINUTES OF THE SHAREHOLDERS MEETING. Management For No
- ----------------------------------------------------------------------------------------------------------------------------
QUIMICA ESTRELLA SA QUES OGM Meeting Date: 07/30/2004
Issuer: P79507177 ISIN: ARP795071777 BLOCKING
SEDOL: 2717621
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING Non-Voting
O.1 APPROVE TO SIGN THE MINUTES OF THE MEETING Management
O.2 APPROVE THE COMPANY DOCUMENTS PERTAINING TO THE Management
FYE ON 31 MAR 2004
O.3 APPROVE THE COMPENSATION OF THE BOARD OF DIRECTORS Management
FOR THE FYE ON 31 MAR 2004
O.4 AUTHORIZE THE BOARD OF DIRECTORS TO RECEIVE AN Management
ADVANCE ON THEIR COMPENSATION F ROM THE CURRENT
FY
O.5 APPROVE THE ALLOCATION OF PROFITS Management
O.6 ELECT THE BOARD OF DIRECTORS Management
O.7 APPROVE TO DETERMINE THE NUMBER OF MEMBERS OF Management
THE FINANCE COMMITTEE AND THEIR ELECTION
O.8 APPROVE THE DESIGNATION OF THE EXTERNAL AUDITORS Management
O.9 APPROVE THE AUDITING COMMITTEE BUDGET Management
E.10 APPROVE TO ABSORB THE COMPANY S LOSSES FROM FYE Management
31 MAR 2004
E.11 APPROVE THE CONVERSION OF PREFERRED SHARES INTO Management
CLASS B SHARES
- ----------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE RIO Special Meeting Date: 08/18/2004
Issuer: 204412 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
I DELIBERATION OF THE PROPOSAL FOR A FORWARD SPLIT Shareholder For No
OF SHARES ISSUED BY THE COMPANY, SO THAT EACH
COMMON OR PREFERRED SHARE ISSUED BY THE COMPANY
WILL BE REPRESENTED BY THREE SHARES OF THE SAME
TYPE AND CLASS, AND THE CONSEQUENT ALTERATIONS
OF ARTICLES 5 AND 6 OF THE COMPANY BYLAWS.
II ELECTION, BY HOLDERS OF PREFERRED CLASS A SHARES, Management For No
OF ONE MEMBER AND HIS ALTERNATE FOR THE COMPANY
S FISCAL COUNCIL, DUE TO THE RESIGNATION OF THE
FISCAL COUNCIL MEMBERS ELECTED BY THIS CLASS
OF SHARES, AS WELL AS THE ELECTION BY THE COMMON
SHAREHOLDERS OF ONE ALTERNATE MEMBER, DUE TO
THE RESIGNATION OF ONE ALTERNATE MEMBER ELECTED
BY THE COMMON SHAREHOLDERS.
III RECTIFICATION OF THE TOTAL ANNUAL COMPENSATION Management For No
OF THE MEMBERS OF THE COMPANY S MANAGEMENT FIXED
BY THE ORDINARY GENERAL SHAREHOLDERS MEETING
HELD ON APRIL 28, 2004.
- ----------------------------------------------------------------------------------------------------------------------------
CIA ENERGETICA DE MINAS GERAIS CEMIG CMIG EGM Meeting Date: 08/20/2004
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
* THIS AGENDA IS FOR INFORMATION ONLY AS THESE Non-Voting
SHARES DO NOT HAVE VOTING RIGHTS. PLEASE DO NOT
RETURN THIS PROXY FORM. THANK YOU.
1. ELECT EFFECTIVE AND THE SUBSTITUTE MEMBERS OF Non-Voting
THE BOARD OF DIRECTORS USING MUL TIPLE VOTING
SYSTEMS REQUESTED BY THE SHAREHOLDERS
- ----------------------------------------------------------------------------------------------------------------------------
GRUPO BIMBO SA DE CV BIMBO, MEXICO OGM Meeting Date: 11/08/2004
Issuer: P49521126 ISIN: MXP495211262
SEDOL: 2392471
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PAYMENT OF A CASH DIVIDEND IN THE Non-Voting
AMOUNT OF MXN 0.60 PER SHARE
2. APPROVE THE DESIGNATION OF THE MEETING DELEGATES Non-Voting
* 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.
* PLEASE NOTE THE REVISED MEETING DATE FROM 11 Non-Voting
NOV 2004 TO 08 NOV 2004. THANK YO U
- ----------------------------------------------------------------------------------------------------------------------------
QUIMICA ESTRELLA SA QUES MIX Meeting Date: 12/06/2004
Issuer: P79507177 ISIN: ARP795071777 BLOCKING
SEDOL: 2717621
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
O.I APPROVE TO DESIGNATE 2 DELEGATES TO SIGN THE MINUTES Management
O.II RATIFY ALL THE ACTIONS CARRIED OUT BY THE BOARD Management
OF DIRECTORS AND THE COMPANY E MPLOYEES IN RELATION
TO THE REORGANIZATION OF THE LIABILITIES OF THE
COMPANY A ND OF THE CORPORACION GENERAL ALIMENTOS
S.A AND THE TERMS AND CONDITIONS OF TH E PRIVATE
AGREEMENT ON REORGANIZATION OF LIABILITIES BANK
ORIGINATED OF THE COMPANY AND OF THE CORPORACION
GENERAL ALIMENTOS S.A.
O.III APPROVE TO INCREASE THE COMPANY CAPITAL THROUGH Management
THE ISSUANCE OF 43,642,879 COM MON CLASS B
SHARES, NOT ENDORSABLE, OF N.V. ARS 1.00, VOTING
RIGHTS AND RIGH TS TO DIVIDENDS, WITHOUT PREMIUM
TO BE OFFERED THROUGH A PUBLIC SUBSCRIPTION A
ND NEW SHARES TO BE SUBSCRIBED IN: A) CASH, B)
DEBT AS PER ARTICLES 2.2.1(D) A ND 2.2.1(G) AS
PER THE LIABILITY REORGANIZATION AGREEMENT MENTIONED
IN RESOLUT ION 1, AND C) FINANCIAL CONTRIBUTION
ACCEPTED BY THE BOARD OF DIRECTORS ON 02 SEP
20004 TOTALING ARS 27,864,449 FROM CREDIT SUISSE
FIRST BOSTON QESA PED LTD . ARS 8,484,768 ,
BANCO PATAGONIA SUDAMERIS S.A. ARS 9,070,037
AND KIRKMAN VENTURES LIMITED ARS 10,309,644
O.IV AUTHORIZE THE BOARD TO DETERMINE THE FINAL AMOUNT Management
OF SHARES TO BE ISSUED AND O BTAIN APPROVAL AND
REGISTER THE INCREASE AT THE COMISION NACIONAL
DE VALOR ES, BOLSA DE COMERCIO DE BUENOS AIRES
AND CAJA DE V ALORES S.A.
E.V APPROVE TO DECREASE THE SHARES SUBSCRIPTION PERIOD Management
TO 10 DAYS AS PER LAW 19.55 0
- ----------------------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS EGM Meeting Date: 12/13/2004
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
- ----------------------------------------------------------------------------------------------------------------------------
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.
* 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.
I. APPROVE TO CHANGE THE COMPANY BY-LAWS SUBJECT Non-Voting
TO ANEEL: 1) TO AMEND THE WORDIN G OF ARTICLE
1 TO MAKE IT COMPLY WITH LAW NUMBER 15.290 OF
04 AUG 2004; 2) TO AMEND THE WORDING OF ARTICLE
7 TO MAKE IT COMPLY WITH LAW NUMBER 15.290/2004;
3) TO AMEND THE WORDING OF THE HEADING OF ARTICLE
9 TO IMPROVE ITS WORDING; 4) TO INSERT A SOLE
PARAGRAPH TO ARTICLE 11 AND PARAGRAPH 4 TO ARTICLE
12 TO DEF INE THE STRUCTURE AND COMPOSITION OF
THE MANAGEMENT OF THE COMPANY AND THAT OF THE
SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND CEMIG
GERACAOE E TRANSMISSAO S.A .; 5) TO AMEND THE
WORDING OF THE HEADING OF ARTICLE 17 TO IMPROVE
ITS WORDING ; 6) TO AMEND THE WORDING OF ITEMS
A AND E OF ARTICLE 17 TO REDEFINE THE C HARACTERISTICS
OF THE BOARD OF DIRECTORS; 7) TO AMEND THE WORDING
OF PARAGRAPH 2 OF ARTICLE 18 TO PROVIDE THAT
THE GENERAL MEETING SET THE BENEFITS TO WHICH
THE EXECUTIVE OFFICERS WILL BE ENTITLED; 8) TO
AMEND THE WORDING OF PARAGRAPH 3 OF ARTICLE 18
TO MAKE THE EXERCISE OF THE ROLES EQUIVALENT
TO EXECUTIVE OFF ICER IN THE COMPANY OBLIGATORY
IN THE SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A.; 9) TO AMEND
THE WORDING OF ITEMS A AND E OF PARAGRAPH
4 OF ARTICLE 21 TO REDEFINE THE CHARACTERISTICS
OF THE EXECUTIV E COMMITTEE; 10) TO AMEND THE
WORDING OF ITEM H OF SUB-SECTION III AND ITEMS
G , H , I AND J OF SUB-SECTION IV OF ARTICLE
22 TO IMPROVE ITS WORDING; 11) TO AMEND THE WORDING
OF ARTICLES 27,28,29,30 AND 31 TO MAKE THEM COMPLY
W ITH THE COMPANY S NEW DIVIDENDS POLICY
I. APPROVE TO CHANGE THE COMPANY BY-LAWS SUBJECT Non-Voting
TO ANEEL: 1) TO AMEND THE WORDIN G OF ARTICLE
1 TO MAKE IT COMPLY WITH LAW NUMBER 15.290 OF
04 AUG 2004; 2) TO AMEND THE WORDING OF ARTICLE
7 TO MAKE IT COMPLY WITH LAW NUMBER 15.290/2004;
3) TO AMEND THE WORDING OF THE HEADING OF ARTICLE
9 TO IMPROVE ITS WORDING; 4) TO INSERT A SOLE
PARAGRAPH TO ARTICLE 11 AND PARAGRAPH 4 TO ARTICLE
12 TO DEF INE THE STRUCTURE AND COMPOSITION OF
THE MANAGEMENT OF THE COMPANY AND THAT OF THE
SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND CEMIG
GERACAOE E TRANSMISSAO S.A .; 5) TO AMEND THE
WORDING OF THE HEADING OF ARTICLE 17 TO IMPROVE
ITS WORDING ; 6) TO AMEND THE WORDING OF ITEMS
A AND E OF ARTICLE 17 TO REDEFINE THE C HARACTERISTICS
OF THE BOARD OF DIRECTORS; 7) TO AMEND THE WORDING
OF PARAGRAPH 2 OF ARTICLE 18 TO PROVIDE THAT
THE GENERAL MEETING SET THE BENEFITS TO WHICH
THE EXECUTIVE OFFICERS WILL BE ENTITLED; 8) TO
AMEND THE WORDING OF PARAGRAPH 3 OF ARTICLE 18
TO MAKE THE EXERCISE OF THE ROLES EQUIVALENT
TO EXECUTIVE OFF ICER IN THE COMPANY OBLIGATORY
IN THE SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A.; 9) TO AMEND
THE WORDING OF ITEMS A AND E OF PARAGRAPH
4 OF ARTICLE 21 TO REDEFINE THE CHARACTERISTICS
OF THE EXECUTIV E COMMITTEE; 10) TO AMEND THE
WORDING OF ITEM H OF SUB-SECTION III AND ITEMS
G , H , I AND J OF SUB-SECTION IV OF ARTICLE
22 TO IMPROVE ITS WORDING; 11) TO AMEND THE WORDING
OF ARTICLES 27,28,29,30 AND 31 TO MAKE THEM COMPLY
W ITH THE COMPANY S NEW DIVIDENDS POLICY
II. APPOINT MR. DELOITTE TOUCHE TOHMATSU TO PROVIDE Non-Voting
THE SERVICES TO EVALUATE CEMIG S RIGHTS AND OBLIGATIONS,
EXCLUDING THE FIXED ASSET, TO BE TRANSFERRED
IN THE COMPANIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A., PREPA RING
REPORTS, AS PROVIDED UNDER ARTICLE 8 OF LAW NUMBER
10.604 OF 15 DEC 1976, TO BE USED IN THE TRANSFER
OF THE RIGHTS AND OBLIGATIONS IN CEMIG TO THE
FULL SUBSIDIARIES CREATED TO CARRY OUT THE REORGANIZATION
OF THE COMPANY
II. APPOINT MR. DELOITTE TOUCHE TOHMATSU TO PROVIDE Non-Voting
THE SERVICES TO EVALUATE CEMIG S RIGHTS AND OBLIGATIONS,
EXCLUDING THE FIXED ASSET, TO BE TRANSFERRED
IN THE COMPANIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A., PREPA RING
REPORTS, AS PROVIDED UNDER ARTICLE 8 OF LAW NUMBER
10.604 OF 15 DEC 1976, TO BE USED IN THE TRANSFER
OF THE RIGHTS AND OBLIGATIONS IN CEMIG TO THE
FULL SUBSIDIARIES CREATED TO CARRY OUT THE REORGANIZATION
OF THE COMPANY
- ----------------------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS EGM Meeting Date: 01/18/2005
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
- ----------------------------------------------------------------------------------------------------------------------------
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 ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI
ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRES ENTATIVE AT ADP. THANK YOU.
1. AMEND THE COMPOSITION OF THE BOARD OF DIRECTORS Management For
AND CONSEQUENTLY ELECT THE FUL L AND SUBSTITUTE
MEMBERS OF THE MENTIONED BOARD BY MULTIPLE VOTE,
AS REQUESTED BY THE SHAREHOLDER SOUTHERN ELECTRIC
BRASIL PARTICIPACOES LTD., AND AS A RESU LT OF
THE RESIGNATION OF A DIRECTOR
- ----------------------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS EGM Meeting Date: 02/18/2005
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
- ----------------------------------------------------------------------------------------------------------------------------
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.
I. APPROVE THE TRANSFER OF CEMIG TO ITS FULL SUBSIDIARY Non-Voting
CEMIG GERACAO E TRANSMISS AO S.A., OF THE DEBT
RELATING TO THE TWO DEBENTURE ISSUES SUBSCRIBED
BY THE ST ATE OF MINAS GERAIS, THE RESOURCES
OF WHICH WERE APPLIED IN THE CONSTRUCTION O F
THE IRAPE HYDROELECTRIC POWER STATION
II. APPROVE THE RETENTION OF THE GUARANTEE OFFERED Non-Voting
BY THE STATE OF MINAS GERAIS TO THE UNION FOR
CEMIG S DEBTS WITH KW AND BID AND FOR THE DEBT
ARISING FROM THE RESTRUCTURING OF THE EXTERNAL
DEBT THAT LED TO THE DEBT ACKNOWLEDGEMENT AND
T HE CONSOLIDATION CONTRACT SIGNED WITHIN THE
SCOPE OF RESOLUTION 98/1992 OF THE FEDERAL SENATE,
TRANSFERRED TO THE FULL SUBSIDIARIES CEMIG GERACAO
E TRANSMIS SAO S.A. AND CEMIG DISTRIBUICAO S.A.
III. APPROVE THE TRANSFERS THAT WERE THE SUBJECT OF Non-Voting
THE EGM HELD ON 30 DEC 2004, TH E INDIVIDUAL
VALUES OF WHICH ARE EQUAL TO OR OVER, 20 TIMES
THE MINIMUM LIMIT ESTABLISHED IN THE BY-LAWS
FOR THE AUTHORIZATION BY THE CEMIG BOARD OF DIRECTO
RS
- ----------------------------------------------------------------------------------------------------------------------------
WAL-MART DE MEXICO SA DE CV, MEXICO OGM Meeting Date: 02/24/2005
Issuer: P98180105 ISIN: MXP810081010
SEDOL: 2135212, B02YZ04
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ADMINISTRATIVE COUNCIL PRESIDENT Management For
S REPORT
2. RECEIVE THE AUDITING COMMITTEE S REPORT Management For
3. RECEIVE THE COMMISSIONER S REPORT Management For
4. RECEIVE AND APPROVE THE FINANCIAL DOCUMENTS CORRESPONDING Management For
TO FY BEGINNING 01 J AN 2004 AND ENDING 31 DEC
2004
5. RECEIVE THE REPORT OF THE SITUATION OF THE RESERVES Management For
FOR THE REPURCHASE OF SHAR ES
6. APPROVE TO CANCEL 105,254,300 COMPANY SHARES Management For
CURRENTLY HELD IN TREASURY
7. APPROVE THE ALLOCATION OF PROFITS Management For
8. APPROVE THE DIVIDEND TO BE PAID, AT THE OPTION Management For
OF THE SHAREHOLDER, AS A CASH D IVIDEND OF MXN
0.63 PER SHARE, OR AS A STOCK DIVIDEND AT A RATIO
TO BE DETERMI NED BASED ON THE CLOSING PRICE
OF SERIES V SHARES ON 15 MAR 2005; PROPOSED
P AY DATE OF THIS DIVIDEND IS 01 APR 2005
9. APPROVE AN INCREASE OF THE COMPANY S VARIABLE Management For
CAPITAL, THROUGH THE EMISSION OF UP TO 137,613,254
COMMON SHARES, TO BE USED EXCLUSIVELY FOR THE
PAYMENT OF TH E STOCK DIVIDEND; THE INCREASE
OF CAPITAL WILL BE UP TO MXN 2,752,265,080
10. APPROVE THE REFORMATION OF THE FIFTH CLAUSE OF Management For
THE COMPANY BY-LAWS
11. APPROVE THE EMPLOYEE STOCK PURCHASE REPORT Management Against
12. RECEIVE THE WAL-MART OF MEXICO FOUNDATION S REPORT Management For
13. RATIFY THE PERFORMANCE OF THE ADMINISTRATIVE Management For
COUNCIL DURING THE FY BEGINNING O N 01 JAN 2005
AND ENDING ON 31 DEC 2004
14. RATIFY THE MEMBERS OF THE ADMINISTRATIVE COUNCIL Management For
AND THE COMPANY COMMISSIONERS
15. APPROVE THE RESOLUTIONS IN THE MINUTES OF THE Management For
MEETING
- ----------------------------------------------------------------------------------------------------------------------------
COCA-COLA FEMSA, S.A. DE C.V. KOF Annual Meeting Date: 03/08/2005
Issuer: 191241 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
IV ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For
AND EXAMINERS FOR THE 2005 FISCAL YEAR, AND RESOLUTION
WITH RESPECT TO THEIR REMUNERATION.
VI SPECIAL APPROVAL OF THE SERIES L SHAREHOLDERS Management For
NOT TO CANCEL THE 98 684,857 SERIES L SHARES,
ISSUED BY THE GENERAL EXTRAORDINARY MEETING DATED
AS OF DECEMBER 20, 2002, WHICH WERE NOT SUBSCRIBED
BY THE SERIES L HOLDERS IN EXERCISE OF THEIR
PRE-EMPTIVE RIGHTS, AS MORE FULLY DESCRIBED IN
THE AGENDA.
- ----------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE FMX Annual Meeting Date: 03/10/2005
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
OF THE FINANCIAL STATEMENTS OF FOMENTO ECONOMICO
MEXICANO, S.A. DE C.V., FOR THE 2004 FISCAL YEAR,
AND THE REPORT OF THE EXAMINER PURSUANT TO ARTICLE
172 OF THE GENERAL LAW OF COMMERCIAL COMPANIES
AND THE APPLICABLE PROVISIONS OF THE SECURITIES
MARKET LAW.
II APPLICATION OF THE RESULTS FOR THE 2004 FISCAL Management Against
YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND,
IN MEXICAN PESOS.
III PROPOSAL TO DETERMINE THE MAXIMUM AMOUNT TO BE Management For
USED IN THE SHARE REPURCHASE PROGRAM.
IV ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For
AND EXAMINERS, AND RESOLUTION WITH RESPECT TO
THEIR REMUNERATION.
V APPOINTMENT OF COMMITTEES. Management For
VI APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS Management For
MEETING.
VII MINUTES OF THE SHAREHOLDERS MEETING. Management For
- ----------------------------------------------------------------------------------------------------------------------------
KLABIN SA, BRASIL AGM Meeting Date: 03/21/2005
Issuer: P60933101 ISIN: BRKLBNACNPR9
SEDOL: 2813347
- ----------------------------------------------------------------------------------------------------------------------------
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 RESOLUTION.E ONLY. THANK Y OU.
* 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.
A. APPROVE TO VOTE UPON THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
ANNUAL REPORT, THE FINANCIAL STAT EMENTS, EXTERNAL
AUDITORS AND OF THE FINANCE COMMITTEE AND DOCUMENTS
OPINION R EPORT RELATING TO FYE 31 DEC 2004
B. APPROVE THE DISTRIBUTION OF THE PROFITS FROM Non-Voting Non-Vote Proposal
THE FY AND TO DISTRIBUTE THE DIVI DENDS
C. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
D. APPROVE TO SET THE DIRECTORS REMUNERATION Non-Voting Non-Vote Proposal
E. ELECT THE MEMBERS OF THE FINANCE COMMITTEE AND Management For
APPROVE TO SET THEIR REMUNERATI ON
F. OTHER MATTERS Non-Voting Non-Vote Proposal
- ----------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO SA PETROBRAS AGM Meeting Date: 03/31/2005
Issuer: P78331140 ISIN: BRPETRACNPR6
SEDOL: 2684532, 7394621
- ----------------------------------------------------------------------------------------------------------------------------
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 PREFFERED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTION 4. THANK YOU.
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 OF 2004
II. APPROVE THE BUDGET OF CAPITAL, RELATIVE TO THE Non-Voting Non-Vote Proposal
EXERCISE 2005
III. APPROVE THE DESTINATION OF THE YE RESULTS OF 2004 Non-Voting Non-Vote Proposal
IV. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS, Management For
THE FINANCE COMMITTEE AND THE RES PECTIVE SUBSTITUTES
V. ELECT THE PRESIDENT OF THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
VI. APPROVE TO SET THE REMUNERATION OF THE DIRECTORS Non-Voting Non-Vote Proposal
AND THE FULL MEMBERS OF THE F INANCE COMMITTEE
AS WELL AS THEIR SHARE IN PROFITS, IN THE MANNER
PROVIDED BY THE ARTICLES 41 AND 56 OF THE COMPANY
BY-LAWS
Vote Summary Report (Long)
07/01/04 to 06/30/05
Klabin Sa Brasil Shares Voted 582,000 Security
Meeting Date 3/21/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Meeting Agenda
Cancel 221,829 Common Shares and 895,216 Preferred
1 Shares Held in Treasury Without Reduction in Capital Mgmt For For
Authorize Increase in Capital through Capitalization
of Reserves for a Value of BRL 300 Million Without New
2 Issuance Mgmt For For
3 Amend Art. 5 of Bylaws to Reflect Changes in Capital Mgmt For For
Annual Meeting Agenda
4 Accept Financial Statements and Statutory Reports Mgmt For For
5 Approve Allocation of Income and Dividends Mgmt For For
6 Elect Directors to the Board Mgmt For For
7 Ratify and Fix Remuneration of Directors Mgmt For For
8 Elect Supervisory Board and Fix their Remuneration Mgmt For For
9 Transact Other Business (Voting) Mgmt For Against
Natura Cosmeticos SA, Shares Voted Security
Sao Paulo 69,100
Meeting Date 3/29/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income and Dividends Mgmt For For
3 Elect Board of Directors Mgmt For For
4 Approve Remuneration of Directors Mgmt For For
Special Meeting Agenda
Approve Increase in the Number of Co-Chairmans of the
Board to Three from Two Without Modification in the
5 Number of Directors and Amend Art. 18 Mgmt For Against
6 Amend Stock Option Plan Mgmt For For
Telesp,
Telecomunicacoes de
Sao Paulo S.A. Shares Voted 117,893,400 Security P90337117
Meeting Date 3/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Individual and Consolidated Financial
1 Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Approve Capital Budget for 2005 Mgmt For For
4 Elect Supervisory Board Mgmt For For
Approve Remuneration of the Executive Officer Board,
5 the Board of Directors and the Supervisory Board Mgmt For For
Petroleo Brasileiro Shares Voted 930,947 Security
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve 2005 Capital Budget Mgmt For For
3 Approve Allocation of Income Mgmt For For
Elect Board of Directors, Supervisory Board and their
4 Alternates Mgmt For For
5 Elect Chairman of the Board of Directors Mgmt For For
Approve Remuneration of Directors and Supervisory
6 Board; Approve Profit Sharing Plan Mgmt For Against
Companhia de Shares Voted Security
Concessoes Rodoviarias 108,400 P1413U105
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Individual and Consolidated Financial
1 Statements and Statutory Reports Mgmt For For
2 Approve 2005 Capital Budget Mgmt For For
3 Approve Allocation of Income Mgmt For For
4 Fix Number of Open Board Seats for Coming Year Mgmt For For
Elect Board of Directors and Nominate the Chairman and
5 Vice- Chairman Mgmt For For
6 Approve Remuneration of Directors Mgmt For For
7 Elect Supervisory Board Mgmt For For
BRASKEM S A (formerly
COPENE-PETROQUIMICA DO
NORDESTE SA CPN Shares Voted 72,988,000 Security P18533110
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Capital Budget Mgmt For For
3 Approve Allocation of Income Mgmt For For
4 Elect Supervisory Board Mgmt For For
Special Meeting Agenda
5 Elect Directors to the Board Mgmt For For
6 Approve Annual Aggregate Remuneration of Directors Mgmt For For
Ratify and Approve Appraisal Firm to Perform Asset
7 Appraisal of Odebrecht Quimica SA Mgmt For For
Approve Documents Relating to the Incorporation of
8 Odebrecht Quimica by the Company Mgmt For For
Approve Incorporation of Odebrecht Quimica Without
9 Capital Increase Mgmt For For
10 Approve 250:1 Reverse Stock Split Mgmt For For
Amend Art. 4 to Reflect Changes in Capital Due to the
11 Reverse Stock Split Mgmt For For
12 Approve 1:2 Stock Split of American Depositary Shares Mgmt For For
Petroleo Brasileiro Shares Voted 63,500 Security 71654V408
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL
STATEMENTS AND AUDIT COMMITTEE S OPINION FOR THE
1 FISCAL YEAR 2004. Mgmt For For
APPROVAL OF THE CAPITAL EXPENDITURES BUDGET FOR THE
2 FISCAL YEAR 2005. Mgmt For For
APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE FISCAL
3 YEAR 2004. Mgmt For For
APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD OF
DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE
4 MAJORITY OF THE SHAREHOLDERS AT THE MEETING. Mgmt For For
APPROVAL OF THE ELECTION OF THE CHAIRMAN OF THE BOARD
5 OF DIRECTORS. Mgmt For For
APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION OF
MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE COMPANY
6 S BYLAWS. Mgmt For Against
Compania De Minas Shares Voted Security
Buenaventura S.A. 174,900 204448104
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET, PROFIT
AND LOSS STATEMENT AND OTHER FINANCIAL STATEMENTS OF
1 THE YEAR ENDED DECEMBER 31, 2004. Mgmt For For
DELEGATION TO THE AUDIT COMMITTEE OF THE DESIGNATION
2 OF THE EXTERNAL AUDITORS FOR THE YEAR 2005. Mgmt For For
3 DISTRIBUTION OF DIVIDENDS. Mgmt For For
AMENDMENT TO THE ARTICLE 33 OF THE COMPANY S BY-LAWS
4 IN ORDER TO HOLD VIRTUAL MEETINGS. Mgmt For For
ELECTION OF THE BOARD OF DIRECTORS FOR THE PERIOD
5 2005-2007. Mgmt For For
ALL AMERICA LATINA
LOGISTICASA ALL
AMERICA LAT BRASIL Shares Voted 205,000 Security P01627143
Meeting Date 4/1/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income and Dividends Mgmt For For
3 Elect Board of Directors and Supervisory Board Mgmt For For
Special Meeting Agenda
4 Amend Art. 24 of the Bylaws Mgmt For Against
Alfa S.A. Shares Voted 1,225,700 Security P47194116
Meeting Date 4/4/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Only Class A Shareholders Who Are Mexican Nationals
Can Vote
Accept Financial Statements and Statutory Reports for
1 Fiscal Year Ended 12-31-04 Mgmt For For
Approve Allocation of Income and Dividends; Set
2 Maximum Limit of Share Repurchase Reserve Mgmt For For
Elect Members to Management and Supervisory Board;
3 Determine Their Respective Remuneration Mgmt For For
Designate Inspector or Shareholder Representative(s)
4 of Minutes of Meeting Mgmt For For
5 Approve Minutes of Meeting Mgmt For For
Grupo Bimbo Shares Voted 504,200 Security P49521126
Meeting Date 4/8/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory Reports for
1 Fiscal Year Ended 12-31-04 Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Approve Dividend of MXN 0.28 Per Share Mgmt For For
Elect Management and Supervisory Board; Fix Their
4 Respective Remuneration Mgmt For For
Elect Members to the Audit Committee, Evaluation and
Compensation Committee, and Finance and Planning
5 Committee; Fix Their Remuneration Mgmt For For
Present Report Re: Shares Repurchase Program; Set
6 Maximum Amount for Share Repurchase Mgmt For For
Designate Inspector or Shareholder Representative(s)
7 of Minutes of Meeting Mgmt For For
Empresa Nacional De
Electricidad S.A.
Endesa Shares Voted 233,600 Security 29244T101
Meeting Date 4/8/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS,
AND REPORT OF THE INDEPENDENT AUDITORS AND INSPECTORS
1 OF ACCOUNTS. Mgmt For For
2 APPROVAL OF THE DISTRIBUTION OF PROFITS AND DIVIDENDS. Mgmt For For
APPROVAL OF THE INVESTING AND FINANCIAL POLICIES
3 PROPOSED BY THE BOARD. Mgmt For For
APPROVAL OF THE DIRECTORS REMUNERATION AS PROPOSED AT
4 THE MEETING. Mgmt For For
APPROVAL OF THE REMUNERATION OF THE COMMITTEE OF
5 DIRECTORS AND DETERMINATION OF ITS COSTS. Mgmt For For
6 Ratify Auditors Mgmt For For
APPROVAL OF THE ELECTION OF TWO ACCOUNT INSPECTORS AND
7 TWO ALTERNATES AS PROPOSED AT THE MEETING. Mgmt For For
APPROVAL OF REMUNERATION OF ACCOUNT INSPECTORS AS
8 PROPOSED AT THE MEETING. Mgmt For For
APPROVAL TO MODIFY CLAUSE 1 OF THE BYLAWS THAT, FOR
STRICTLY PUBLICITY REASONS, EITHER ENDESA OR ENDESA
CHILE MAY BE USED AS THE COMPANY S SHORT NAME, AS SET
FORTH IN THE ADDITIONAL INFORMATION PROVIDED BY THE
9 COMPANY. Mgmt For For
Enersis S.A. Shares Voted 661,400 Security 29274F104
Meeting Date 4/8/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE ANUAL REPORT, BALANCE SHEET, FINANCIAL
STATEMENTS AND REPORT OF THE EXTERNAL AUDITORS AND
INSPECTORS OF THE ACCOUNTS CORRESPONDING TO THE YEAR
1 ENDED DECEMBER 31, 2004. Mgmt For For
APPROVAL OF THE DISTRIBUTION OF PROFITS AND DIVIDENDS
2 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004. Mgmt For For
3 Ratify Auditors Mgmt For For
4 APPROVAL OF THE INVESTMENT AND FINANCING POLICY. Mgmt For For
Telemar Norte Leste Shares Voted Security
S.A. (frmrly. TELERJ) 153,600 P9037H103
Meeting Date 4/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda - Preference Shareholders Are
Entitled to Vote in Items 3 and 4
1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income, Dividends, Participation
2 to Employees of the Company, and Capital Budget Mgmt For For
Elect Board of Directors and their Respective
3 Alternates Mgmt For For
4 Elect Supervisory Board and their Respective Alternates Mgmt For For
5 Approve Remuneration of Directors and Supervisory Board Mgmt For For
Grupo Financiero Shares Voted Security
Inbursa S.A. De C.V. 881,200 P4950U165
Meeting Date 4/13/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements, Statutory Reports,
Reports from the Board, Supervisory Board and Audit
1 Committee for Fiscal Year Ended 12-31-2004 Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Approve Distribution of Dividends Mgmt For For
Elect Directors, Supervisory Board Members, Board
4 Secretary and His/Her Respective Alternate Mgmt For For
Approve Remuneration of Directors, Supervisory Board
5 Members, Board Secretary and His/Her Alternate Mgmt For For
Approve Corporate Practices Committee and Audit
6 Committee Members Mgmt For For
Approve Remuneration of Corporate Practices and Audit
7 Committee Mgmt For For
Approve Report Re: Share Repurchase Policy and Set
8 Aggregate Nominal Amount of Share Repurchase Reserve Mgmt For For
Designate Inspector or Shareholder Representative(s)
9 of Minutes of Meeting Mgmt For For
Grupo Financiero Shares Voted Security
Inbursa S.A. De C.V. 881,200 P4950U165
Meeting Date 4/13/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Amend Articles of the Bylaws Mgmt For Against
Designate Inspector or Shareholder Representative(s)
2 of Minutes of Meeting Mgmt For For
Compania De
Telecomunicaciones De
Chile S.A (Telefonica) Shares Voted 382,300 Security 204449300
Meeting Date 4/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET, INCOME
STATEMENT AND REPORTS OF ACCOUNT INSPECTORS AND
1 INDEPENDENT AUDITORS Mgmt For For
APPROVAL OF DISTRIBUTION OF NET INCOME FOR FISCAL YEAR
ENDED DECEMBER 31, 2004 AND THE PAYMENT OF A FINAL
2 DIVIDEND. Mgmt For For
APPROVAL OF THE DISTRIBUTION OF RETAINED EARNINGS AS
3 OF DECEMBER 31, 2004, THROUGH AN EXTRAORDINARY DIVIDEND Mgmt For For
4 Ratify Auditors Mgmt For For
APPROVAL TO APPOINT THE DOMESTIC CREDIT RATING
5 AGENCIES AND TO DETERMINE THEIR COMPENSATION Mgmt For For
APPROVAL OF THE COMPENSATION FOR THE DIRECTORS
6 COMMITTEE MEMBERS AND OF THE DIRECTORS COMMITTEE BUDGET Mgmt For For
APPROVAL OF THE INVESTMENT AND FINANCING STRATEGY
7 PROPOSED BY MANAGEMENT (ACCORDING TO DECREE LAW 3,500) Mgmt For For
APPROVAL OF A SANTIAGO NEWSPAPER IN WHICH TO PUBLISH
THE NOTICES FOR FUTURE SHAREHOLDERS MEETINGS AND
8 DIVIDEND PAYMENTS Mgmt For For
PROVIDE INFORMATION ON ALL ISSUES RELATING TO THE
9 MANAGEMENT AND ADMINISTRATION OF THE BUSINESS Mgmt For For
Caemi Mineracao e Shares Voted Security
Metalurgia S.A. 3,061,700 P1915P109
Meeting Date 4/15/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income and Dividends Mgmt For For
Elect Members and Alternates to the Board of
3 Directors; Designate Chairman Mgmt For For
4 Approve Annual Remuneration of Directors Mgmt For For
Special Meeting Agenda
Approve Increase in Capital Through Capitalization of
5 Reserves Without Issuance of Shares; Amend Art. 5 Mgmt For For
Banco Santander Chile
(formerly Banco
Santiago ) Shares Voted 52,600 Security 05965X109
Meeting Date 4/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
SUBMIT FOR APPROVAL THE ANNUAL REPORT, BALANCE SHEET
AND CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK AND
ITS SUBSIDIARIES, THE INDEPENDENT REPORT OF THE
EXTERNAL AUDITORS, AND THE NOTES CORRESPONDING TO THE
1 FINANCIAL YEAR ENDING DECEMBER 31ST OF 2004. Mgmt For For
ALLOCATION OF 2004 NET INCOME. A DIVIDEND OF
CH$1.05491871 PER SHARE WILL BE PROPOSED AND IF
APPROVED WILL BE PAID BEGINNING ON APRIL 29, 2005.
THIS WOULD CORRESPOND TO A PAYOUT OF 100% OF 2004
2 EARNINGS. Mgmt For For
3 DESIGNATION OF EXTERNAL AUDITORS. Mgmt For For
4 ELECTION OF BOARD AND ALTERNATE BOARD MEMBERS. Mgmt For For
5 DETERMINATION OF BOARD REMUNERATION. Mgmt For For
DIRECTORS COMMITTEE S ANNUAL REPORT AND APPROVAL OF
6 DIRECTORS COMMITTEE S BUDGET FOR 2005. Mgmt For For
ACCOUNT OF ALL OPERATIONS WITH RELATED PARTIES AS
DEFINED BY ARTICLE 44 OF LAW 18,046. THESE OPERATIONS
ARE DETAILED ON NOTE 4 OF THE CONSOLIDATED BALANCE
7 SHEET.
DISCUSS ANY MATTER OF INTEREST THAT SHOULD BE
DISCUSSED IN AN ORDINARY SHAREHOLDERS MEETING AS
8 DEFINED BY LAW AND BY BANK S BYLAWS. Mgmt For Against
Consorcio Ara Sa Shares Voted 771,100 Security P3084R106
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Individual and Consolidated Financial
Statements, Statutory Reports, and Supervisory's
1 Reports for Fiscal Year Ended 12-31-04 Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Approve Audit Committee's Report Mgmt For For
Elect Directors Including Independent Members, Board
Secretary and Alternate, and Supervisory Board; Elect
4 Their Respective Alternates Mgmt For For
Set Aggregate Nominal Amount of Share Repurchase
5 Reserve Mgmt For For
Designate Inspector or Shareholder Representative(s)
6 of Minutes of Meeting Mgmt For For
Grupo Carso Sa De Cv Shares Voted 0 Security P46118108
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Only Holder of Series A and Mexican Nationals Can Vote
Accept Financial Statements, Statutory Reports, and
1 Supervisory Board Report for Fiscal Year Ended 12-31-04 Mgmt For For
Approve Allocation of Income and Dividends of MXN 0.75
2 Per Share Mgmt For For
Approve Discharge of Management Board for Fiscal Year
3 2004 Mgmt For For
Elect Members to Management and Supervisory Board; Fix
4 Their Remuneration Mgmt For For
Designate Inspector or Shareholder Representative(s)
5 of Minutes of Meeting Mgmt For For
Grupo Carso Sa De Cv Shares Voted 0 Security P46118108
Meeting Date 4/21/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Only Holders of Series A and Mexican Nationals Can Vote
1 Approve Three-for-One Stock Split Mgmt For For
2 Amend Articles 6 and 7 of the Bylaws Mgmt For Against
Designate Inspector or Shareholder Representative(s)
3 of Minutes of Meeting Mgmt For For
Corporacion Geo S A De Shares Voted Security
Cv 2,796,800 P3142C117
Meeting Date 4/22/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Present Financial Statements and Statutory Reports
Including Audit Committee's Report for Fiscal Year
1 Ended 12-31-04 Mgmt For For
2 Approve Financial Statements and Statutory Reports Mgmt For For
3 Approve Discharge of Management Mgmt For For
4 Approve Allocation of Income Mgmt For For
Set Aggregate Nominal Amount of Share Repurchase
5 Reserve Mgmt For For
6 Elect Directors, Supervisory Board, and Board Secretary Mgmt For For
Approve Remuneration of Directors, Supervisory Board,
7 and Board Secretary Mgmt For For
Designate Inspector or Shareholder Representative(s)
8 of Minutes of Meeting Mgmt For For
9 Approve Minutes of Meeting Mgmt For For
Corporacion Geo S A De Shares Voted Security
Cv 2,796,800 P3142C117
Meeting Date 4/22/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Amend Articles Re: Compliance with Corporate
1 Governance Guidelines Mgmt For Against
Designate Inspector or Shareholder Representative(s)
2 of Minutes of Meeting Mgmt For For
3 Approve Minutes of Meeting Mgmt For For
URBI DESARROLLOS Shares Voted Security
URBANOS S ADE C V 573,400 P9592Y111
Meeting Date 4/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Individual and Consolidated Financial
Statements and Statutory Reports for Fiscal Year Ended
1 12-31-04 Mgmt For For
2 Approve Allocation of Income Mgmt For For
Elect Directors, Supervisory Board Members, and
3 Respective Alternates; Approve Their Remuneration Mgmt For For
Set Aggregate Nominal Amount of Share Repurchase
4 Reserve Mgmt For For
Designate Inspector or Shareholder Representative(s)
5 of Minutes of Meeting Mgmt For For
Banco Itau Holding
Financeira(frmly Banco
Itau S.A.) Shares Voted 98,688 Security P1391K111
Meeting Date 4/27/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda - Preferred Shareholders Are
Entitled to Vote on Item 4
Accept Consolidated Financial Statements and Statutory
1 Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Elect Members to the Board of Directors Mgmt For For
4 Elect Supervisory Board Members Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
Special Meeting Agenda
Authorize Increase in Capital to BRL 8.3 Billion from
BRL 8.1 Billion Through Capitalization of Reserves,
6 Without Issuance of Shares Mgmt For For
Cancel 88,803 Common Shares Held in Treasury, Without
7 Reduction in the Company's Capital Mgmt For For
Transform the Current Itau Holdings Options Committee
8 into a Remuneration Committee Mgmt For For
Account for the Disclosure Committee and the
9 Securities Transaction Commmittee in the Bylaws Mgmt For For
Increase Size of the Executive Officer Board to 12
Members from 10; Create the Positions of Managing
Director and Deputy Managing Director; Modify
Directors Responsibilities and; Increase the Term for
10 the Board to Elect the Executive Officer Board Mgmt For For
Amend Bylaws in Light of the Modifications in the
Previous Items As Well As Register the Financial
Institution Providing Services for Registered Shares
and Make Available the Auditor's Report to the Private
11 Insurance Superintendency Mgmt For For
Amend Stock Option Plan Re: Transformation of the Itau
Holding Options Committee into the Remuneration
12 Committee Mgmt For Against
Empresas Copec (frmely
Compania de Petroleos
de Chile S. A.) Shares Voted 0 Security P7847L108
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory Reports for
1 Fiscal Year 2004 Mgmt For For
Approve Allocation of Income and Dividends of CLP 78
2 per share Mgmt For For
3 Elect Directors Mgmt For For
4 Approve Remuneration of Directors Mgmt For For
Approve Remuneration and Budget of Audit Committee for
5 2005 and Expense Report for 2004 Mgmt For For
6 Approve External Auditors for 2005 Mgmt For For
7 Designate Risk Assessment Companies Mgmt For For
Approve Special Auditors' Report Regarding
8 Related-Party Transactions
9 Other Business (Voting) Mgmt For Against
Companhia Vale Do Rio Shares Voted Security
Doce 1,814,800 204412100 204412209
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPRECIATION OF THE MANAGEMENT S REPORT AND ANALYSIS,
DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR
1 THE FISCAL YEAR ENDING DECEMBER 31, 2004. Mgmt For For
PROPOSAL FOR THE DESTINATION OF THE PROFITS OF THE
SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET
2 OF THE COMPANY. Mgmt For For
3 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Mgmt For For
4 ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL. Mgmt For For
ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR
5 MANAGEMENT AND FISCAL COUNCIL MEMBERS. Mgmt For For
PROPOSAL FOR THE INCREASE OF CAPITAL, VIA
CAPITALIZATION OF RESERVES, WITHOUT ISSUE OF SHARES,
AND WITH THE CONSEQUENT ALTERATION OF THE MAIN SECTION
6 OF ARTICLE 5 OF THE COMPANY BYLAWS. Mgmt For For
7 NEW VERSION OF CVRD S DIVIDEND POLICY. Mgmt For For
Grupo Aeroportuario
del Sureste, S.A. de
C.V. Shares Voted 110,600 Security
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF THE REPORT OF THE BOARD OF DIRECTORS IN
1 TERMS OF ARTICLE 172 OF THE GENERAL CORPORATIONS LAW. Mgmt For For
APPROVAL OF THE ANNUAL REPORT OF THE AUDIT COMMITTEE
REGARDING ITS ACTIVITIES AS PROVIDED BY ARTICLE 14 BIS
3 OF THE SECURITIES MARKET LAW ( LEY DEL MERCADO DE
2 VALORES ). Mgmt For For
PRESENTATION AND APPROVAL OF THE REPORT OF THE
3 STATUTORY AUDITOR. Mgmt For For
PRESENTATION AND APPROVAL OF THE INDIVIDUAL AND
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR
4 THE FISCAL YEAR ENDED DECEMBER 31, 2004. Mgmt For For
PRESENTATION OF THE REPORT OF THE NOMINATIONS AND
5 COMPENSATION COMMITTEE. Mgmt For For
PROPOSAL REGARDING THE APPLICATION OF THE COMPANY S
6 RESULTS FOR THE YEAR ENDED DECEMBER 31, 2004. Mgmt For For
PROPOSAL OF THE BOARD OF DIRECTORS TO PAY A NET
7 ORDINARY CASH DIVIDEND. Mgmt For For
Elect Members to the Board of Directors, Supervisory
8 Board, and Their Respective Alternates Mgmt For For
9 APPOINTMENT OF AN AUDIT COMMITTEE FINANCIAL EXPERT. Mgmt For For
RESOLUTIONS REGARDING THE REMUNERATION TO BE PAID TO
10 THE PLENARY AND ALTERNATE MEMBERS OF THE BOARD. Mgmt For For
APPOINTMENT OF DELEGATES IN ORDER TO FORMALIZE THE
RESOLUTIONS ADOPTED IN THIS GENERAL ANNUAL ORDINARY
11 SHAREHOLDERS MEETING. Mgmt For For
Banco Macro Bansud
(formerly Banco del
Sud) Shares Voted 0 Security P0775U109
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
1 Designate Two Shareholders to Sign Minutes of Meeting Mgmt For
Accept Financial Statements and Statutory Reports for
2 Fiscal Year Ended 12-31-04 Mgmt For
3 Approve Discharge of Management and Supervisory Board Mgmt For
4 Approve Cash Dividends Mgmt For
5 Approve Allocation of Income Mgmt For
Approve Remuneration of Directors in the Amount of ARS
6 5.4 Million Mgmt For
7 Elect Remuneration of Supervisory Board Mgmt For
Approve Remuneration of Auditors for Fiscal Year Ended
8 12-31-04 Mgmt For
9 Fix Number of and Elect Directors (and Alternates) Mgmt For
Fix Number of and Elect Supervisory Board Members and
10 Alternates Mgmt For
11 Approve Auditors for Fiscal Year 2005 Mgmt For
12 Approve Audit Committee's Budget Mgmt For
Special Business
Amend Articles 14, 18, and 20 of Bylaws; Consolidate
13 Amendments to Articles Mgmt For
Authorize Board to Execute Amendments and
14 Consolidation of Bylaws Mgmt For
Gerdau S.A. Shares Voted 269,400 Security P2867P113
Meeting Date 4/28/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Modification in the Limit of New Shares to 400
1 Million Common Shares and 800 Million Preferred Shares Mgmt For For
Amend Art. 4 to Reflect Changes in Capital Approved at
2 the Board Meeting Held on March 31, 2005 Mgmt For For
Amend Art. 13 Re: Competencies and Responsibility of
3 the Supervisory Board Mgmt For For
4 Consolidate Bylaws in Light of the Previous Proposals Mgmt For For
5 Amend Stock Option Plan Mgmt For Against
Re-Ratify the Relation of Fixed Assets Referred to in
6 Anex 2 of the EGM Held on Nov. 28, 2003 Mgmt For For
7 Accept Financial Statements and Statutory Reports Mgmt For For
8 Approve Allocation of Income and Dividends Mgmt For For
9 Elect Directors to the Board and Fix their Remuneration Mgmt For For
Elect Supervisory Board Members, Their Alternates and
10 Fix Their Remuneration Mgmt For For
Cemex S.A. Shares Voted 605,469 Security 151290889
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
PRESENTATION, DISCUSSION AND, IF APPLICABLE, APPROVAL
OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004, AS REQUIRED BY THE MEXICAN
CORPORATION LAW AND THE SECURITIES MARKET LAW, AFTER
1 PRESENTATION OF THE REPORTS. Mgmt For For
PROPOSAL FOR THE ALLOCATION OF PROFITS AND THE MAXIMUM
AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY
2 SHARES. Mgmt For For
PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE COMPANY
IN ITS VARIABLE PORTION THROUGH CAPITALIZATION CHARGED
AGAINST RETAINED EARNINGS, SUBMITTED FOR CONSIDERATION
3 OF THE SHAREHOLDERS AT THE MEETING. Mgmt For For
APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS,
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
4 FOR CONSIDERATION. Mgmt For For
COMPENSATION OF DIRECTORS AND STATUTORY AUDITORS,
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
5 FOR CONSIDERATION. Mgmt For For
APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS
6 ADOPTED AT THE MEETING. Mgmt For For
PROPOSAL TO SPLIT EACH OF THE COMPANY S SERIES A AND
SERIES B SHARES CURRENTLY OUTSTANDING INTO TWO NEW
SHARES OF THE SAME SERIES AND TYPE OF CAPITAL, FIXED
OR VARIABLE, AND TO AMEND ARTICLE 6 OF THE COMPANY S
7 BY-LAWS OR ESTATUTOS SOCIALES. Mgmt For For
APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS
8 ADOPTED AT THE MEETING. Mgmt For For
Brasil Telecom
Participacoes S.A.
(frm.Tele Centro Sul
Parti Shares Voted 236,749,900 Security P18430168
Meeting Date 4/29/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income and Dividends Mgmt For For
3 Elect Supervisory Board Members and Alternates Mgmt For For
Special Meeting Agenda
Approve Aggregate Remuneration of Members of the Board
of Directors and the Executive Officer Board; Approve
4 Individual Remuneration of Supervisory Board Members Mgmt For For
5 Amend Art.5 of the Bylaws Mgmt For Against
Grupo Mexico SA de CV
(fm. Nueva Gr. Mexico
SACV) Shares Voted 384,200 Security P49538112
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Individual and Consolidated Financial
Statements and Statutory Reports for Grupo Mexico and
its Subsidiaries for Fiscal Year Ended 12-31-04;
1 Accept Report From Supervisory Board Mgmt For For
2 Accept Audit Committee Report Mgmt For For
3 Approve Allocation of Income Mgmt For For
Approve Share Repurchase Plan and Set Aggregate
4 Nominal Amount of Share Repurchase Reserve Mgmt For For
Elect Members to the Board, Supervisory Board,
5 Executive Committee, and Remuneration Committee Mgmt For For
Approve Remuneration of Directors, Board Committees
6 and Supervisory Board Mgmt For For
Designate Inspector or Shareholder Representative(s)
7 of Minutes of Meeting Mgmt For For
Grupo Mexico SA de CV
(fm. Nueva Gr. Mexico
SACV) Shares Voted 384,200 Security P49538112
Meeting Date 4/29/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve 1:3 Stock Split of Series B Shares Mgmt For For
2 Amend Article6 of the Bylaws to Reflect the Split Mgmt For For
Designate Inspector or Shareholder Representative(s)
3 of Minutes of Meeting Mgmt For For
Cemig, Companhia
Energetica De Minas
Gerais Shares Voted 186,600,000 Security P2577R110
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda - Preferred Holders Are Entitled
to Vote on Item 4
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Approve Payment of Interest Over Capital and Dividends Mgmt For For
Elect Supervisory Board Members, Their Alternates and
4 Fix their Remuneration Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
Perdigao S.A. Shares Voted 103,600 Security P7704H117
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual and Special Meeting Agenda - Preferred
Shareholders Are Entitled to Vote on Item 4
Accept Financial Statements and Statutory Reports and
1 Approve Allocation of Income and Dividends Mgmt For For
Amend Arts. 3, 4, 7, 8, 10, 11, 12, 14, 20, 21, 22,
2 and 23 Mgmt For For
3 Elect Members to the Board of Directors Mgmt For For
4 Elect Supervisory Board Members Mgmt For For
Approve Remuneration of Directors and Supervisory
5 Board Members Mgmt For For
Authorize Increase in Capital to BRL 800 Million from
6 BRL 490 Million Through Capitalization of Reserves Mgmt For For
7 Designate Newspaper to Publish Meeting Announcements Mgmt For For
Sadia S.A. Shares Voted 730,300 Security P8711W105
Meeting Date 4/29/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income and Dividends Mgmt For For
3 Elect Directors and Fix their Remuneration Mgmt For For
Elect Supervisory Board Members and Fix their
4 Remuneration Mgmt For For
Special Meeting Agenda
Authorize Increase in Capital to BRL 1.5 Billion from
BRL 1 Billion Through Capitalization of Reserves,
5 Without Issuance; Amend Bylaws Mgmt For For
Amend Bylaws Re: Increase in Capital; Board of
Director Competencies; Audit Committee; Increase in
Size of Executive Officer Board; Executive Officer
6 Board Competencies and; Supervisory Board Mgmt For For
7 Consolidate Bylaws Mgmt For For
8 Approve Stock Option Plan Mgmt For For
Approve Incorporation of Subsidiary, Including;
Board's Proposal for the Incorporation; Appraisal Firm
9 and; Appraisal Report Mgmt For For
CPFL ENERGIA S A Shares Voted 217,200 Security 126153105
Meeting Date 4/29/2005 Meeting Type MIX
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
PRESENTATION OF THE MANAGEMENT REPORT, EXAMINE,
DISCUSS AND VOTE ON THE COMPANY S FINANCIAL
STATEMENTS, THE REPORT OF THE INDEPENDENT AUDITORS AND
THE REPORT OF THE FISCAL COUNCIL FOR THE FISCAL YEAR
1 ENDING DECEMBER 31, 2004. Mgmt For For
APPROVE THE PROPOSAL FOR THE APPROPRIATION OF THE NET
INCOME FOR THE FISCAL YEAR 2004 AND THE DIVIDEND
2 DISTRIBUTION. Mgmt For For
ELECT THE STATUTORY MEMBERS AND ALTERNATES TO THE
3 BOARD OF DIRECTORS. Mgmt For For
4 ESTABLISH MANAGEMENT S GLOBAL COMPENSATION. Mgmt For For
ELECT EFFECTIVE MEMBERS AND ALTERNATES TO THE FISCAL
5 COUNCIL AND ESTABLISH THEIR FEES. Mgmt For For
ARTICLE 5: TO RESTATE THE CURRENT MONETARY VALUE AND
QUANTITY OF SHARES REPRESENTING THE COMPANY S CAPITAL
6 STOCK. Mgmt For Against
ARTICLE 20: TO REDUCE THE TERM OF OFFICE OF THE BOARD
7 OF EXECUTIVE OFFICERS FROM 3 TO 2 YEARS. Mgmt For Against
Sociedad Quimica Y
Minera De Chile Sa
(Sqm) Shares Voted 23,500 Security 833635105
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
BALANCE SHEET, AUDITED FINANCIAL STATEMENTS, ANNUAL
REPORT, REPORT OF THE ACCOUNTING INSPECTORS AND REPORT
OF THE EXTERNAL AUDITORS FOR THE BUSINESS YEAR ENDED
1 DECEMBER 31, 2004. Mgmt For For
2 Ratify Auditors Mgmt For For
OPERATIONS REFERRED TO IN ARTICLE 44 OF LAW NO 18,046
3 ( LAW OF CORPORATIONS OF CHILE).
4 INVESTMENT AND FINANCING POLICIES. Mgmt For For
NET INCOME FOR THE YEAR 2004, DEFINITIVE DIVIDEND
5 DISTRIBUTION AND POLICY ON FUTURE DIVIDENDS. Mgmt For For
EXPENSES OF THE BOARD OF DIRECTORS FOR THE BUSINESS
6 YEAR 2004. Mgmt For For
ELECTION OF AND COMPENSATION FOR THE MEMBERS OF THE
7 BOARD. Mgmt For For
8 ISSUES RELATED TO THE DIRECTORS COMMITTEE. Mgmt For Against
9 Other Business Mgmt For Against
Lan Airlines
S.A(frmely Lan Chile
S.A and Linea Aerea
Nacion Shares Voted 26,900 Security 501723100
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
APPROVAL OF: COMPANY S ANNUAL REPORT, BALANCE SHEET
AND FINANCIAL STATEMENTS FOR THE YEAR CONCLUDED ON
1 DECEMBER 31, 2004 Mgmt For For
APPROVAL OF A DIVIDEND TO BE PAID NOT LESS THAN THE
2 LEGAL 30% MINIMUM TO BE CHARGED TO THE 2004 PROFITS Mgmt For For
3 FIX THE DIRECTOR S FEES FOR 2005 Mgmt For For
FIX THE DIRECTORS COMMITTEE FEES FOR 2005 AND
4 DETERMINATION OF ITS BUDGET Mgmt For For
5 Ratify Auditors Mgmt For For
6 APPOINTMENT OF RATING AGENCIES Mgmt For For
STATUS OF TRANSACTIONS REFERRED TO IN ARTICLE 44 OF
ACT NO. 18,064 ON CORPORATIONS (TRANSACTIONS HELD WITH
7 RELATED PERSONS) Mgmt For For
INFORMATION ON THE PROCESSING, PRINTING AND MAILING
COSTS OF THE INFORMATION REFERRED TO IN ORDER NO. 1494
OF THE CHILEAN SECURITIES AUTHORITY (SUPERINTENDENCIA
8 DE VALORES Y SEGUROS) Mgmt For For
ANY OTHER MATTER OF THE COMPANY S INTEREST WHICH SHALL
9 BE SUBMITTED TO THE ANNUAL SHAREHOLDERS MEETING Mgmt For Against
Companhia Siderurgica Shares Voted Security
Nacional (CSN) 399,600 20440W105
Meeting Date 4/29/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
CHANGE THE COMPANY BY-LAWS IN ORDER TO CREATE THE
1 AUDIT COMMITTEE. Mgmt For Against
EXAMINATION, DISCUSSION AND APPROVAL OF THE ACCOUNTS
2 RENDERED BY THE COMPANY S OFFICERS. Mgmt For For
RATIFICATION OF THE DISTRIBUTION OF INTERMEDIARY
DIVIDENDS IN THE AMOUNT OF R$35,000,000.00 APPROVED BY
3 THE BOARD OF DIRECTORS ON JUNE 14, 2004. Mgmt For For
DELIBERATION ON THE MANAGEMENT PROPOSAL REGARDING THE
ALLOCATION OF THE NET PROFIT OF THE FISCAL YEAR OF
4 2004. Mgmt For For
5 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Mgmt For For
APPROVAL OF THE GLOBAL REMUNERATION TO THE MANAGEMENT
6 IN THE AMOUNT OF UP TO R$30,000,000.00. Mgmt For For
Alfa S.A. Shares Voted 886,100 Security P47194116
Meeting Date 5/6/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Only Class A Shareholders Who Are Mexican Nationals
Can Vote
Approve Amnedments to Resolution 6 Approved at the EGM
Held on 2-4-04 Re: Authority to Convene an EGM in
1 First Quarter of 2005 to Approve Reduction in Capital Mgmt For For
Designate Inspector or Shareholder Representative(s)
2 of Minutes of Meeting Mgmt For For
3 Approve Minutes of Meeting Mgmt For For
Telesp,
Telecomunicacoes de
Sao Paulo S.A. Shares Voted 117,893,400 Security P90337117
Meeting Date 5/11/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Meeting Agenda - Preference Shareholders Are
Entitled to Vote on Items 3 and 4
Approve 1000:1 Reverse Stock Split As Well As One
1 Share Per ADR Mgmt For For
Amend Arts. 4 and 5 to Reflect Changes in Capital In
2 Light of the Reverse Stock Split Mgmt For For
Ratify Service Contract Between the Company and
Telefonica Gestao de Servicos Compartilhados do Brasil
3 Ltda Mgmt For For
Amend Art. 9 of Bylaws Re: Approval At Shareholder
4 Meetings of Service Contracts Mgmt For For
5 Consolidata Bylaws Mgmt For For
TENARIS SA, LUXEMBOURG Shares Voted 0 Security 88031M109
Meeting Date 5/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
CONSIDERATION OF THE BOARD OF DIRECTORS AND
INDEPENDENT AUDITOR S REPORTS ON THE CONSOLIDATED
1 FINANCIAL STATEMENTS. Mgmt For
CONSIDERATION OF THE BOARD OF DIRECTORS AND
INDEPENDENT AUDITOR S REPORTS ON THE UNCONSOLIDATED
2 ANNUAL ACCOUNTS. Mgmt For
3 ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT. Mgmt For
4 DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS. Mgmt For
5 ELECTION OF THE BOARD OF DIRECTORS MEMBERS. Mgmt For
AUTHORIZATION TO THE BOARD OF DIRECTORS TO DELEGATE
6 THE DAY-TO-DAY MANAGEMENT OF THE COMPANY S BUSINESS. Mgmt For
7 BOARD OF DIRECTORS COMPENSATION. Mgmt For
8 Ratify Auditors Mgmt For
AMENDMENT OF ARTICLE 9 OF THE ARTICLES OF ASSOCIATION
9 OF THE COMPANY. Mgmt For
AMENDMENT OF ARTICLE 10 OF THE ARTICLES OF ASSOCIATION
10 OF THE COMPANY. Mgmt For
AMENDMENT OF ARTICLE 15 OF THE ARTICLES OF ASSOCIATION
11 OF THE COMPANY. Mgmt For
AMENDMENT OF ARTICLE 16 OF THE ARTICLES OF ASSOCIATION
12 OF THE COMPANY. Mgmt For
AMENDMENT OF ARTICLE 19 OF THE ARTICLES OF ASSOCIATION
13 OF THE COMPANY. Mgmt For
Grupo Financiero Shares Voted Security
Inbursa S.A. De C.V. 2,748,600 2822398 P4950U165
Meeting Date 5/25/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Proposal to Temporarily Convert Company Shares
1 Into Shares Without Nominal Value Expression Mgmt For For
2 Approve Spin-Off Agreement Mgmt For For
Approve Listing of Shares of Spun Off Company on the
3 Mexican Stock Exchange Mgmt For For
4 Amend Articles Accordingly Mgmt For Against
Designate Inspector or Shareholder Representative(s)
5 of Minutes of Meeting Mgmt For For
Sociedad Quimica Y
Minera De Chile Sa
(Sqm) Shares Voted 28,700 Security 833635105
Meeting Date 5/25/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
Management Proxy
MODIFY THE COMPANY S BY-LAWS AS STATED IN ITEM 1 OF
1 THE ENCLOSED NOTICE. ShrHoldr Against For
MODIFY THE COMPANY S BY-LAWS AS STATED IN ITEM 2 OF
2 THE ENCLOSED NOTICE. ShrHoldr Against For
ADOPT ALL THE ADDITIONAL NECESSARY AGREEMENTS TO
3 IMPLEMENT ITEMS 1 AND 2 AS VOTED BY THE SHAREHOLDERS. Mgmt For For
Dissident Proxy
MODIFY THE COMPANY S BY-LAWS AS STATED IN ITEM 1 OF
1 THE ENCLOSED NOTICE. ShrHoldr For For
MODIFY THE COMPANY S BY-LAWS AS STATED IN ITEM 2 OF
2 THE ENCLOSED NOTICE. ShrHoldr For For
ADOPT ALL THE ADDITIONAL NECESSARY AGREEMENTS TO
3 IMPLEMENT ITEMS 1 AND 2 AS VOTED BY THE SHAREHOLDERS. Mgmt Against For
CPFL ENERGIA S A Shares Voted 178,300 Security 126153105
Meeting Date 6/20/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Meeting for Holders of ADR's
EXAMINE, DISCUSS AND APPROVE THE PRIVATE PROTOCOL AND
JUSTIFICATION INSTRUMENT FOR THE INCORPORATION OF
SHARES OF CPFL GERACAO DE ENERGIA S.A. ( CPFL GERACAO
1 ) BY THE COMPANY. Mgmt For For
RATIFY THE DECISION OF HIRING BANCO PACTUAL IN ORDER
TO PREPARE THE VALUATION REPORTS OF THE NET EQUITY OF
2 THE COMPANY AND CPFL GERACAO Mgmt For For
RATIFY THE DECISION OF HIRING BANCO PACTUAL IN ORDER
TO PREPARE THE VALUATION REPORTS OF THE NET EQUITY OF
3 THE COMPANY AND CPFL GERACAO Mgmt For For
APPROVE THE VALUATION REPORTS REFERRED IN ITEMS (2)
4 AND (3) ABOVE Mgmt For For
APPROVE THE INCORPORATION OF SHARES OF CPFL GERACAO DE
5 ENERGIA S.A. ( CPFL GERACAO ) BY THE COMPANY Mgmt For For
AUTHORIZE THE ACCOMPLISHMENT OF THE INCREASE OF CPFL
6 ENERGIA S CAPITAL STOCK Mgmt For For
AUTHORIZE COMPANY S BOARD OF DIRECTORS TO PREPARE
SPECIAL BALANCE SHEETS WITH A BASE DATE OF APRIL 30,
7 2005. Mgmt For For
AUTHORIZE COMPANY S MANAGEMENT TO MAKE ARRANGEMENTS
AND TO TAKE ANY NECESSARY MEASURE TO THE
IMPLEMENTATION OF THE INCORPORATION OF SHARES SUBJECT
8 OF THIS CURRENT CONVENING NOTICE. Mgmt For For
ProxyEdge - Investment Company Report Report Date: 08/04/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder Pacific Oppor Fund
- ----------------------------------------------------------------------------------------------------------------------------
TATA MOTORS LTD AGM Meeting Date: 07/08/2004
Issuer: Y85740143 ISIN: INE155A01014
SEDOL: 6101509
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED PROFIT AND LOSS Management For
ACCOUNT FOR THE YE 31 MAR 2004 AND THE BALANCE
SHEET AS AT THE DATE TOGETHER WITH THE REPORT
OF THE DIRECTOR S AND THE AUDITORS THEREON
2. APPROVE THE PAYMENT OF INTERIM DIVIDEND AND DECLARE Management For
A DIVIDEND ON ORDINARY SHA RES
3. RE-APPOINT MR. RATAN N. TATA DIRECTOR AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
4. RE-APPOINT MR. R. GOPALAKRISHNAN AS A DIRECTOR Management For
AS A DIRECTOR, WHO RETIRES BY R OTATION
5. RE-APPOINT MR. S.A. NAIK AS A DIRECTOR AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
6. APPOINT THE AUDITORS AND FIX THEIR REMUNERATION Management For
7. AMEND THE CLAUSE V, PURSUANT TO THE PROVISIONS Management For
OF SECTION 16 AND OTHER APPLICA BLE PROVISIONS,
IF ANY, OF THE COMPANIES ACT, 1956, THE MEMORANDUM
OF ASSOCIAT ION OF THE COMPANY, SUBSTITUTING
WITH THE CAPITAL OF THE COMPANY IS INR 400,
00,00,000 DIVIDED INTO THE 40,00,00,000 ORDINARY
SHARE OF INR 10/- EACH
S.8 AMEND THE ARTICLE 5, PURSUANT TO THE PROVISIONS Management For
OF SECTION 31 AND OTHER APPLIC ABLE PROVISIONS,
IF ANY, OF THE COMPANIES ACT, 1956, THE ARTICLES
OF ASSOCIATI ON, SUBSTITUTING WITH THE CAPITAL
OF THE COMPANY IS INR 400,00,00,000 DIVIDE D
INTO THE 40,00,00,000 ORDINARY SHARE OF INR 10/-
EACH
9. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
NO.7 PASSED AT THE AGM OF T HE COMPANY ON 14
AUG 2001 AND THE RESOLUTION NO.5 PASSED AT THE
EGM 27 MAR 200 2 FOR THE APPOINTMENT AND TERMS
OF REMUNERATION OF MR. RAVI KANT, EXECUTIVE DI
RECTOR OF THE COMPANY AND IN ACCORDANCE WITH
PROVISIONS OF SECTIONS 269,309,31 0,311 AND OTHER
APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES
ACT, 1956, THE CHANGE IN MAXIMUM AMOUNT OF SALARY
AND PERQUISITES AND ALLOWANCES PAYABLE TO MR.
KANT INCLUDING THE REMUNERATION BE PAID IN THE
EVENT OF LOSS OR INADEQUAC Y OF PROFITS IN ANY
FY DURING THE TENURE OF HIS APPOINTMENT WITH
AUTHORITY TO THE BOARD OF DIRECTORS TO FIX HIS
SALARY WITHIN SUCH MAXIMUM AMOUNT, INCREASI NG
THEREBY PROPORTIONATELY, ALL BENEFITS RELATED
TO THE QUANTUM OF SALARY WITH EFFECTIVE FROM
01 APR 2004, FOR THE REMAINDER OF THE TENURE
OF HIS CONTRACT S PECIFIED IN THE DRAFT AGREEMENT
10. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
NO.3 PASSED AT THE EGM 27 M AR 2002 FOR THE APPOINTMENT
AND TERMS OF REMUNERATION OF MR. PRAVEEN P. KADLE,
EXECUTIVE DIRECTOR OF THE COMPANY AND IN ACCORDANCE
WITH PROVISIONS OF SECTIO NS 269,309,310,311
AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE
COMPANIES A CT, 1956, THE CHANGE IN MAXIMUM AMOUNT
OF SALARY AND PERQUISITES AND ALLOWANCE S PAYABLE
TO MR. KADLE INCLUDING THE REMUNERATION BE PAID
IN THE EVENT OF LOS S OR INADEQUACY OF PROFITS
IN ANY FY DURING THE TENURE OF HIS APPOINTMENT
WIT H AUTHORITY TO THE BOARD OF DIRECTORS TO
FIX HIS SALARY WITHIN SUCH MAXIMUM AM OUNT, INCREASING
THEREBY PROPORTIONATELY, ALL BENEFITS RELATED
TO THE QUANTUM OF SALARY WITH EFFECTIVE FROM
01 APR 2004, FOR THE REMAINDER OF THE TENURE
OF HIS CONTRACT SPECIFIED IN THE DRAFT AGREEMENT
11. APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
NO.4 PASSED AT THE EGM 27 M AR 2002 FOR THE APPOINTMENT
AND TERMS OF REMUNERATION OF DR. V. SUMANTRAN
, EX ECUTIVE DIRECTOR OF THE COMPANY AND IN ACCORDANCE
WITH PROVISIONS OF SECTIONS 269,309,310,311 AND
OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES
ACT, 1956, THE CHANGE IN MAXIMUM AMOUNT OF SALARY
AND PERQUISITES AND ALLOWANCES P AYABLE TO DR.
SUMANTRAN INCLUDING THE REMUNERATION BE PAID
IN THE EVENT OF LO SS OR INADEQUACY OF PROFITS
IN ANY FY DURING THE TENURE OF HIS APPOINTMENT
WI TH AUTHORITY TO THE BOARD OF DIRECTORS TO
FIX HIS SALARY WITHIN SUCH MAXIMUM A MOUNT, INCREASING
THEREBY PROPORTIONATELY, ALL BENEFITS RELATED
TO THE QUANTUM OF SALARY WITH EFFECTIVE FROM
01 APR 2004, FOR THE REMAINDER OF THE TENURE
OF HIS CONTRACT SPECIFIED IN THE DRAFT AGREEMENT
- ----------------------------------------------------------------------------------------------------------------------------
STATE BANK OF INDIA AGM Meeting Date: 07/09/2004
Issuer: Y8161Z129 ISIN: INE062A01012
SEDOL: 6100799
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE CENTRAL BOARD S REPORT, THE BALANCE Management For
SHEET AND THE PROFIT AND LOSS ACCOUNT OF THE
BANK MADE UP TO THE 31 MAR 2004 AND THE AUDITORS
REPORT ON THE BALANCE SHEET AND THE ACCOUNTS
- ----------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD AGM Meeting Date: 07/21/2004
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 2004 AND THE DIRECTO RS REPORT AND
THE AUDITORS REPORT
2. DECLARE A FINAL DIVIDEND OF 2.1 CENTS PER SHARE Management For
TAX EXEMPT IN RESPECT OF THE F YE 31 MAR 2004
3. RE-ELECT MR. LIM HO KEE AS A DIRECTOR Management For
4. RE-ELECT MS. JANET ANG GUAT HAR AS A DIRECTOR Management For
5. RE-ELECT MR. ONG AH HENG AS A DIRECTOR Management For
6. APPROVE THE DIRECTORS FEES OF SGD 342,012 FOR Management For
THE FYE 31 MAR 2004
7. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THE REMUNERATION OF TH E AUDITORS
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
8. AUTHORIZE THE DIRECTORS TO: A) ISSUES SHARES Management For
IN THE CAPITAL OF THE COMPANY SH ARES WHETHER
BY THE WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR
MAKE OR GRANT OF FERS AGREEMENTS OR OPTIONS THAT
MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED INC
LUDING BUT NOT LIMITED TO THE CREATION AND ISSUE
OF WARRANTS, DEBENTURES OR OT HER INSTRUMENTS
CONVERTIBLE IN TO SHARES AT ANY TIME AND UPON
SUCH TERMS AND C ONDITIONS AND FOR SUCH PURPOSES
AND TO SUCH PERSONS AS THE DIRECTORS MAY IN TH
EIR ABSOLUTE DISCRETION DEEM FIT; B) ISSUE SHARES
IN PURSUANCE OF ANY INSTRUME NT MADE OR GRANTED
BY THE DIRECTORS OF THE COMPANY WHILE THIS RESOLUTION
IN FO RCE PROVIDED THAT THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED SHOULD NOT EXCEE D 50%
OF THE ISSUED SHARE CAPITAL OF THE COMPANY OF
WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
OTHER THAN ON A PRORATA BASIS TO SHAREHOLDERS
OF THE C OMPANY DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY, SUBJECT TO THE
MANNER OF CALCULATION AS MAY BE PRESCRIBED BY
SINGAPORE EXCHANGE SECUR ITIES TRADING LIMITED
SGX-ST FOR THE PURPOSE OF DETERMINING THE AGGREGATE
NU MBER OF SHARES THAT MAY BE ISSUED AND THE
PERCENTAGE OF THE 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: 1) NEW SHARES ARISING FROM THE CONVE RSION
OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR
SHARE OPTIONS OR VESTING OF SHARE AWARDS WHICH
ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS
RESOLUTION IS PASSED; 2) ANY SUBSEQUENT CONSOLIDATION
OR SUB DIVISION OF SHARES IN EXERCI SING THE
AUTHORITY CONFERRED BY THIS RESOLUTION THE COMPANY
SHALL COMPLY WITH THE PROVISIONS OF THE LISTING
MANUAL OF THE SGX-ST AND THE ARTICLES OF ASSOCIA
TION FOR THE TIME BEING OF THE COMPANY; AUTHORIZATION
IS IN FORCE UNTIL THE C ONCLUSION OF THE NEXT
AGM OF THE COMPANY OR THE DATE BY WHICH IS REQUIRED
BY L AW WHICHEVER IS EARLIER
9. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
IN ACCORDANCE WITH THE PROV ISIONS OF THE SINGAPORE
POST SHARE OPTION SCHEME SHARE OPTION SCHEME
AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF SHARES AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER
THE SHARE OPTION SCHEM E PROVIDED THAT THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE
SH ARE OPTION SCHEME SHALL NOT EXCEED 10% OF
THE TOTAL ISSUED SHARE CAPITAL OF TH E COMPANY
FROM TIME TO TIME
- ----------------------------------------------------------------------------------------------------------------------------
SINGAPORE POST LTD EGM Meeting Date: 07/21/2004
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 THE COMPANIES ACT TO PURCHASE
OR OTHERWI SE ACQUIRE ORDINARY SHARES OF SGD
0.05 EACH FULLY PAID IN THE CAPITAL OF THE C
OMPANY THE SHARES , NOT EXCEEDING IN AGGREGATE
THE PRESCRIBED LIMIT, AT SUCH PRICE OR PRICES
AS MAY BE DETERMINED BY THE DIRECTORS UP TO A
MAXIMUM PRICE, W HETHER BY WAY OF: I) MARKET
PURCHASE(S) ON THE SINGAPORE EXCHANGE SECURITIES
T RADING LIMITED SGX-ST , OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES MAY F OR THE TIME
BEING BE LISTED OR QUOTED OTHER EXCHANGE ; AND/OR
II)OFF-MARKET P URCHASE(S) IF EFFECTED OTHERWISE
THAN ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL
ACCESS SCHEME(S), AS MAY BE DETERMINED OR FORMULATED
BY THE DIRECTORS AS THEY DEEM FIT, WHICH SCHEME(S)
SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY
THE COMPANIES ACT, AND OTHERWISE IN ACCORDANCE
WITH ALL OTHER LAWS AND REGULA TIONS AND RULES
OF THE SGX-ST OR OTHER EXCHANGE AS MAY FOR THE
TIME BEING BE A PPLICABLE; AUTHORITY EXPIRES
THE EARLIER OF THE DATE ON WHICH THE NEXT AGM
OF THE COMPANY IS HELD OR THE DATE BY WHICH THE
NEXT AGM OF THE COMPANY IS REQUI RED BY LAW TO
BE HELD ; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY AND/OR ANY OF THEM TO COMPLETE AND DO
ALL SUCH ACTS AND THINGS DEEMED NECESSARY TO
GIVE E FFECT TO THE TRANSACTIONS CONTEMPLATED
AND/OR AUTHORIZED BY THIS RESOLUTION
- ----------------------------------------------------------------------------------------------------------------------------
MAHINDRA & MAHINDRA LTD AGM Meeting Date: 07/28/2004
Issuer: Y54164135 ISIN: INE101A01018
SEDOL: 6100186
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Management For
THE AUDITED BALANCE SHEET AND PR OFIT AND LOSS
ACCOUNT FOR THE YE 31 MAR 2004
2. DECLARE A DIVIDEND ON ORDINARY SHARE Management For
3. RE-ELECT MR. R.K. PITAMBER AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
4. RE-ELECT MR. A.S. GANGULY AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
5. RE-ELECT MR. R.K. KULKARNI AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. RE-ELECT MR. ANUPAM PURI AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
7. RE-ELECT MR. ALAN E. DURANTE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
8. APPOINT MESSRS A.F. FERGUSON & COMPANY, CHARTERED Management For
ACCOUNTANTS, AS THE AUDITORS UNTIL THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AND FIX THEIR
REMUNERATIO N
S.9 APPROVE THAT, IN PARTIAL MODIFICATION OF THE Management Against
SPECIAL RESOLUTIONS AT ITEM NOS. 11 AND 12 PASSED
AT THE 54TH AGM OF THE COMPANY HELD ON 31 JUL
2000 AND IN ACC ORDANCE WITH THE PROVISIONS OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY ,
SE CTIONS 79A, 81 AND ALL OTHER APPLICABLE PROVISONS
OF THE COMPANIES ACT 1956 A CT INCLUDING ANY
STATUTORY MODIFICATIONS OR RE-ENACTMENT OF THE
ACT FOR THE T IME BEING IN FORCE AND THE PROVISIONS
OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME GUIDEL INES, 1999 INCLUDING
ANY MODIFICATIONS THEREOF OR SUPPLEMENTS THERE
TO GUIDEL INES AND SUBJECT TO SUCH APPROVALS,
CONSENTS, PERMISSIONS AND SANCTIONS AS NE CESSARY
AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS
AS SPECIFIED OR IMPOS ED WHILE GRANTING SUCH
APPROVALS, CONSENTS, PERMISSIONS AND SANCTIONS
WHICH AG REED TO BY THE BOARD OF DIRECTORS OF
THE COMPANY BOARD , THE CONSENT OF THE C OMPANY
BE ACCORDED TO THE BOARD TO CREATE, OFFER, ISSUE
AND ALLOT 19,55,814 OR DINARY SHARES EQUITY
SHARES IN ONE OR MORE TRANCHES AT SUCH PRICE
AND ON SUC H TERMS AND CONDITIONS AS APPROVE
BY THE MEMBERS OF THE COMPANY AT THE 54TH AG
M OF THE COMPANY ON 31 JUL 2000 TO THE MAHINDRA
& MAHINDRA EMPLOYEES STOCK OP TION TRUST TRUST
CONSTITUTED BY THE COMPANY IN PURSUANCE OF THE
MAHINDRA & M AHINDRA LIMITED EMPLOYEES STOCK
OPTION SCHEME SCHEME ; THE TOTAL NUMBER OF OP
TIONS BE GRANTED PURSUANT TO THE SCHEME SHALL
STAND AUGMENTED TO THE EXTENT OF 19,55,814 EQUITY
SHARES TO BE ALLOCATED TO THE TRUST; AND AUTHORIZE
THE BOARD OF DIRECTORS, FOR THE PURPOSES OF CREATING,
OFFERING, ISSUING, ALLOTTING AND LISTING OF THE
EQUITY SHARES, TO MAKE ANY MODIFICATIONS, CHANGES,
VARIATIONS, ALTERATIONS, OR REVISIONS IN THE
SCHEME FROM TIME TO TIME OR TO SUSPEND , WITH
DRAW OR REVIVE THE SCHEME FROM TIME TO TIME AND
TO DO ALL SUCH ACTS, DEEDS, MA TTERS AND THINGS
AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY
FOR SUC H PURPOSE AND WITH POWER ON BEHALF OF
THE COMPANY TO SETTLE ANY QUESTIONS, DIF FICULTIES
OR DOUBTS THAT MAY ARISE IN THIS REGARD WITHOUT
REQUIRING THE BOARD TO SECURE ANY FURTHER CONSENT
OR APPROVAL OF THE MEMBERS OF THE COMPANY
- ----------------------------------------------------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD AGM Meeting Date: 07/29/2004
Issuer: Y79985126 ISIN: SG1A62000819
SEDOL: 5392263, 6292931, 6292942, 6810753
- ----------------------------------------------------------------------------------------------------------------------------
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 2004 AND THE DIRECTO RS REPORT AND
THE AUDITORS REPORT THEREON
2. DECLARE A FIRST AND FINAL DIVIDEND OF 42% OR Management For
6.4 CENTS PER SHARE LESS INCOME T AX IN RESPECT
OF THE FYE 31 MAR 2004
3. RE-ELECT MR. PAUL CHAN KWAI WAH AS THE DIRECTOR Management For
WHO RETIRE BY ROTATION IN ACCO RDANCE WITH ARTICLE
97 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. JOHN POWELL MORSCHEL AS THE DIRECTOR Management For
WHO RETIRE BY ROTATION IN AC CORDANCE WITH ARTICLE
97 OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. CHUMPOL NALAMLIENG AS THE DIRECTOR Management For
WHO RETIRE BY ROTATION IN ACCO RDANCE WITH ARTICLE
97 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. JACKSON PETER TAI AS THE DIRECTOR Management For
WHO RETIRE BY ROTATION IN ACCOR DANCE WITH ARTICLE
97 OF THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-ELECT MR. GRAHAM JOHN BRADLEY AS THE DIRECTORS Management For
WHO CEASE TO HOLD OFFICE IN ACCORDANCE WITH ARTICLE
103 OF THE COMPANY S ARTICLES OF ASSOCIATION
8. RE-ELECT MR. DEEPAK S. PAREKH AS THE DIRECTORS Management For
WHO CEASE TO HOLD OFFICE IN ACC ORDANCE WITH
ARTICLE 103 OF THE COMPANY S ARTICLES OF ASSOCIATION
9. APPROVE DIRECTORS FEES PAYABLE BY THE COMPANY Management For
OF SGD1,059,501 FOR THE FYE 31 MAR 2004
10. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
* TRANSACT ANY OTHER BUSINESS OF AN AGM Non-Voting Non-Vote Proposal
11. A) AUTHORIZE THE DIRECTORS TO: (I) (A) ISSUE Management For
SHARES IN THE CAPITAL OF THE COMP ANY SHARES
WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR (B) MAKE O R GRANT OFFERS, AGREEMENTS
OR OPTIONS COLLECTIVELY, INSTRUMENTS THAT
MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING
BUT NOT LIMITED TO THE CREATI ON AND ISSUE OF
WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE
INTO SHA RES, 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; AN D (II) ISSUE SHARES IN
PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY
THE DIRE CTORS WHILE THIS RESOLUTION WAS IN FORCE,
PROVIDED THAT: (1) THE AGGREGATE NUM BER OF SHARES
TO BE ISSUED PURSUANT TO THIS RESOLUTION INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTIO N
DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS CALCULAT ED IN ACCORDANCE
WITH SUB-PARAGRAPH (2) BELOW , OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A
PRO RATA BASIS TO SHAREHOLDERS OF THE C OMPANY
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR GRAN TED PURSUANT TO THIS
RESOLUTION DOES NOT EXCEED 15% OF THE ISSUED
SHARE CAPIT AL 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 SINGAPOR E 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 AND THE RULES OF ANY OTHER STOCK EXCHANGE
ON WHICH THE SHARES OF THE COMPANY MAY FOR THE
TIME BEING BE LISTED OR QUOTED OTHER E XCHANGE
FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE
HAS BEEN WAIVED BY THE SGX-ST OR, AS THE CASE
MAY BE, THE OTHER EXCHANGE AND THE ARTICLES
OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY;
AND (4)AUTHORITY EXPIRES EARLIE R THE CONCLUSION
OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY
OR THE DATE BY WHICH THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY IS REQUIRED BY LAW TO
BE HELD
12. 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 REQUIRED TO BE ISSUED PURSUANT
TO THE EX ERCISE OF OPTIONS UNDER THE SINGAPORE
TELECOM SHARE OPTION SCHEME 1999 THE 1 999
SCHEME , PROVIDED THAT THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED PURSUA NT TO THE 1999
SCHEME AND THE SINGTEL PERFORMANCE SHARE PLAN
SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY
13. AUTHORIZE THE DIRECTORS TO GRANT AWARDS IN ACCORDANCE Management Against
WITH THE PROVISIONS OF T HE SINGTEL PERFORMANCE
SHARE PLAN THE PLAN AND TO ALLOT AND ISSUE
FROM TIM E TO TIME SUCH NUMBER OF FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE
REQUIRED TO BE ISSUED PURSUANT TO THE VESTING
OF AWARDS UNDER THE PLAN , PROVIDED ALWAYS THAT
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT
TO THE 1999 SCHEME AND THE PLAN SHALL NOT EXCEED
10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FROM TIME TO TIME
- ----------------------------------------------------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD EGM Meeting Date: 07/29/2004
Issuer: Y79985126 ISIN: SG1A62000819
SEDOL: 5392263, 6292931, 6292942, 6810753
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PARTICIPATION BY THE RELEVANT PERSON Management Against
IN THE RELEVANT PERIOD AS SPE CIFIED IN THE SINGTEL
PERFORMANCE SHARE PLAN, FOR THE PURPOSES OF LISTING
RULE 10.14 OF THE LISTING RULES OF AUSTRALIAN
STOCK EXCHANGE LIMITED, ON THE SPECI FIED TERMS
AND CONDITIONS
2. AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For
PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES
ACT, CHAPTER 50 COMPANIES ACT , TO PURCHASE
OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES OF
SGD 0.15 EACH IN THE CAPITAL OF THE COMPANY ORDINARY
SHARES NOT EXCEEDING IN AGGREGATE THE PRESCRIBED
LIMIT AS HEREINAF TER DEFINED , WHETHER BY WAY
OF: I) MARKET PURCHASE(S) ON THE SINGAPORE EXCHAN
GE SECURITIES TRADING LIMITED SGX-ST OR ANY
OTHER STOCK EXCHANGE ON WHICH TH E ORDINARY SHARES
MAY FOR THE TIME BEING BE LISTED OR QUOTED OTHER
EXCHANGE ; AND/OR II) OFF-MARKET PURCHASE(S)
IF EFFECTED OTHERWISE THAN ON THE SGX-ST O R,
AS THE CASE MAY BE, OTHER EXCHANGE IN ACCORDANCE
WITH ANY EQUAL ACCESS SCH EME(S) AS MAY BE DETERMINED
OR FORMULATED BY THE DIRECTORS AS THEY CONSIDER
FI T, WHICH SCHEME(S) SHALL SATISFY ALL THE CONDITIONS
PRESCRIBED BY THE COMPANIE S ACT, AND OTHERWISE
IN ACCORDANCE WITH ALL OTHER LAWS AND REGULATIONS
AND RUL ES OF THE SGX-ST OR, AS THE CASE MAY
BE, OTHER EXCHANGE AS MAY FOR THE TIME BE ING
BE APPLICABLE, BE AND IS HEREBY AUTHORIZED AND
APPROVED GENERALLY AND UNCO NDITIONALLY SHARE
PURCHASE MANDATE ; AUTHORITY EXPIRES THE EARLIER
OF THE DA TE ON WHICH THE NEXT AGM OF THE COMPANY
IS HELD; AND THE DATE BY WHICH THE NEX T AGM
OF THE COMPANY IS REQUIRED BY LAW TO BE HELD
; AND THE DIRECTORS OF THE COMPANY AND/OR ANY
OF THEM BE AUTHORIZED TO COMPLETE AND DO ALL
SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH
DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR
HE MAY CONSIDER EXPEDIENT OR NECESSARY TO GIVE
EFFECT TO THE TRANSACTIONS CONT EMPLATED AND/OR
AUTHORIZED BY THIS RESOLUTION
S.3 AMEND ARTICLES OF ASSOCIATION OF THE COMPANY: Management For
ARTICLES 140, 144 AND 146
- ----------------------------------------------------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD EGM Meeting Date: 07/29/2004
Issuer: Y79985126 ISIN: SG1A62000819
SEDOL: 5392263, 6292931, 6292942, 6810753
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THAT, PURSUANT TO ARTICLE 11(A) OF THE Management For
ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBJECT
TO THE CONFIRMATION OF THE HIGH COURT OF THE
REPUBLIC OF S INGAPORE: (1) REDUCTION OF ISSUED
AND PAID-UP SHARE CAPITAL (A) (I) THE ISSUED
AND PAID-UP SHARE CAPITAL OF THE COMPANY OF A
MAXIMUM OF SGD 2,709,748,219.65 COMPRISING A
MAXIMUM OF 18,064,988,131 ORDINARY SHARES OF
SGD 0.15 EACH (THE SHARES ) BE REDUCED BY A MAXIMUM
OF SGD 193,553,444.25, (II) SUCH REDUCTION B
E MADE OUT OF THE CONTRIBUTED CAPITAL (AS HEREINAFTER
DEFINED) OF THE COMPANY AND BE EFFECTED BY CANCELING,
SUBJECT TO THE ROUNDING-UP (AS DEFINED IN SUB-PA
RAGRAPH (B) BELOW), ONE SHARE FOR EVERY 14 SHARES
(THE REDUCTION RATIO ) HELD BY OR ON BEHALF
OF THE RELEVANT SHAREHOLDERS (AS HEREINAFTER
DEFINED) AS AT A BOOKS CLOSURE DATE TO BE DETERMINED
BY THE DIRECTORS (THE BOOKS CLOSURE DATE ),
AND (III) FORTHWITH UPON SUCH REDUCTION TAKING
EFFECT, THE MAXIMUM SUM OF SGD 193,553,444.25
ARISING FROM SUCH REDUCTION OF ISSUED AND PAID-UP
SHARE CAP ITAL BE RETURNED TO EACH RELEVANT SHAREHOLDER
ON THE BASIS OF SGD 0.15 FOR EAC H SHARE HELD
BY OR ON BEHALF OF SUCH RELEVANT SHAREHOLDER
SO CANCELLED, AND (B ) THE NUMBER OF SHARES PROPOSED
TO BE CANCELLED FROM EACH RELEVANT SHAREHOLDER
UNDER SUB-PARAGRAPH (A) ABOVE PURSUANT TO THE
REDUCTION RATIO BE REDUCED BY R OUNDING-UP (WHERE
APPLICABLE) TO THE NEAREST MULTIPLE OF 10 SHARES
(THE ROUND ING-UP ) THE RESULTANT NUMBER OF
SHARES THAT WOULD HAVE BEEN HELD BY OR ON BEH
ALF OF EACH RELEVANT SHAREHOLDER FOLLOWING THE
PROPOSED CANCELLATION OF SHARES PURSUANT TO THE
REDUCTION RATIO; IN THE EVENT THAT THE RESULTANT
NUMBER OF SH ARES ARISING FROM THE ROUNDING-UP:
(I) IS GREATER THAN THE NUMBER OF SHARES HE LD
BY OR ON BEHALF OF SUCH RELEVANT SHAREHOLDER
AS AT THE BOOKS CLOSURE DATE, NO ROUNDING-UP
WILL BE APPLIED AND THE NUMBER OF SHARES PROPOSED
TO BE CANCELL ED FROM SUCH RELEVANT SHAREHOLDER
SHALL BE THE NUMBER OF SHARES CANCELLED BASE
D SOLELY ON THE REDUCTION RATIO, OR (II) IS EQUAL
TO THE NUMBER OF SHARES HELD OR ON BEHALF OF
SUCH RELEVANT SHAREHOLDER AS AT THE BOOKS CLOSURE
DATE, NO SH ARES SHALL BE CANCELLED FROM SUCH
RELEVANT SHAREHOLDER; APPROVE TO REDUCTION O
F SHARE PREMIUM ACCOUNT SUBJECT TO AND FORTHWITH
UPON THE PRECEDING PARAGRAPH (1) TAKING EFFECT,
THE SUM STANDING TO THE CREDIT OF THE SHARE PREMIUM
ACCOUNT OF THE COMPANY BE REDUCED BY A MAXIMUM
SUM OF SGD 2,851,687,411.95, AND THAT SUCH REDUCTION
BE MADE OUT OF THE CONTRIBUTED CAPITAL OF THE
COMPANY AND BE EF FECTED BY RETURNING TO THE
RELEVANT SHAREHOLDERS SGD 2.21 IN CASH FOR EACH
ISS UED AND FULLY PAID-UP SHARE HELD BY OR ON
BEHALF OF EACH RELEVANT SHAREHOLDER WHICH IS
CANCELLED PURSUANT TO THE PRECEDING PARAGRAPH
(1); AUTHORIZE THE DIRE CTORS TO DO ALL ACTS
AND THINGS AND TO EXECUTE ALL SUCH DOCUMENTS
AS THEY OR H E MAY CONSIDER NECESSARY OR EXPEDIENT
TO GIVE EFFECT TO THE PRECEDING PARAGRAP HS (1)
AND (2)
- ----------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM Meeting Date: 07/30/2004
Issuer: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DISPENSATION FOR THE DELAY OF CONVENING Management For
OF THE MEETING
2. APPROVE THE COMPANY S ANNUAL REPORT FOR THE FY Management For
2003
3. RATIFY THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS Management For
OF THE COMPANY FOR THE F Y AND GRANT FULL DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS
4. APPROVE THE PROFIT UTILIZATION INCLUDING DISTRIBUTION Management For
OF DIVIDEND FOR THE FY 2 003
5. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management For
RECORDS FOR THE FY 2004
6. APPROVE THE SPLIT OF NOMINAL VALUE OF THE SERIES Management For
A AND B SHARES OF THE COMPANY
7. AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management For
IN RELATION TO THE SPLIT OF TH E NOMINAL VALUE
OF THE COMPANY SHARES
8. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Management For
BOARD OF DIRECTORS AND THE BOA RD OF COMMISSIONERS
FOR THE FY 2004
- ----------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM Meeting Date: 07/30/2004
Issuer: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
- ----------------------------------------------------------------------------------------------------------------------------
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
# 144029 DUE TO A REVISED AGE NDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU W ILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. APPROVE TO CONVENE THE MEETING FOR THE FY 2003 Management For
ON 30 JUL 2004 AND APPROVE THE COMPANY S ANNUAL
REPORT FOR FY 2003
2. RATIFY THE COMPANY S AUDITED CONSOLIDATED FINANCIAL Management For
STATEMENTS FOR THE FY 2003 AND GRANT FULL RELEASE
AND DISCHARGE THE MEMBERS OF THE BOARD OF DIRECTORS
AN D THE BOARD OF COMMISSIONERS
3. DETERMINE THE FINANCIAL YEAR 2003 S PROFIT UTILIZATION Management For
INCLUDING DISTRIBUTION OF A DIVIDEND
4. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management For
RECORDS FOR THE 2004 FINANC IAL YEAR
5. APPROVE THE SPLIT OF THE NOMINAL VALUE OF THE Management For
SERIES A AND B SHARES OF THE COM PANY
6. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY, Management For
ESPECIALLY IN RELATION TO TH E SPLIT OF THE NOMINAL
VALUE OF THE COMPANY S SHARES
7. DETERMINE THE REMUNERATION FOR THE MEMBERS OF Management For
THE BOARD OF DIRECTORS AND THE B OARD AS COMMISSIONERS
IN THE 2004 FINANCIAL YEAR
- ----------------------------------------------------------------------------------------------------------------------------
COMMERCE ASSET-HOLDING BHD EGM Meeting Date: 08/23/2004
Issuer: Y16902101 ISIN: MYL1023OO000
SEDOL: 6075745
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE COMPANY TO ADOPT THE NEW MEMORANDUM Management For
OF ASSOCIATION AND ARTICLES OF ASSOCIATION M&A
OF THE COMPANY AS SPECIFIED IN PLACE OF THE
EXISTING M&A AND THAT THE PROPOSED M&A ADOPTION
SHALL BE EFFECTIVE IMMEDIATELY ON THE DATE OF
THIS RESOLUTION AND THAT THE BOARD OF DIRECTORS
BE AUTHORIZED TO GIVE FULL EFFECT TO THE PROPOSED
M&A ADOPTION IN SUBSTITUTION FOR AND TO SUPERSEDE
THE E XISTING M&A OF THE COMPANY
O.1 AUTHORIZE THE COMPANY, SUBJECT TO THE RELEVANT Management For
AUTHORITIES, TO ALLOT AND ISSUE SUCH NUMBER OF
NEW ORDINARY SHARES OF MYR 1.00 EACH IN THE COMPANY
CAHB SHAR ES , CREDITED AS FULLY PAID-UP, TO
OR TO THE ORDER OF THE HOLDERS OF THE CB WH ICH
ARE REQUIRED TO BE ISSUED UPON THE CONVERSION
OF THE CB INTO SHARES PURSUA NT TO THE TERMS
AND CONDITIONS OF THE CB AND THAT SUCH NEW CAHB
SHARES SHALL, UPON ALLOTMENT AND ISSUE, RANK
PARI PASSU IN ALL RESPECTS WITH THE THEN EXISTI
NG ISSUED AND PAID-UP ORDINARY SHARES OF THE
COMPANY EXCEPT THAT THE HOLDERS S HALL NOT BE
ENTITLED TO ANY DIVIDENDS, RIGHTS, ALLOTMENTS
AND/OR OTHER DISTRIB UTION DECLARED AND/OR OTHERWISE
DISTRIBUTED, WHICH ENTITLEMENT DATE PRECEDES
T HE DATE OF THE ALLOTMENT OF THE NEW CAHB SHARES;
AND THAT THE DIRECTORS BE AUT HORIZED TO GIVE
EFFECT TO THE ABOVE WITH FULL POWERS TO EXECUTE
ANY SUCH INSTR UMENTS OR DOCUMENTS AS MAY BE
REQUIRED UPON SUCH TERMS AND CONDITIONS, AND
TO ASSENT TO ANY CONDITION, MODIFICATION, REVALUATION,
VARIATION AND/OR AMENDMENT S IF ANY AS MAY
BE IMPOSED BY THE RELEVANT AUTHORITIES AND TO
TAKE ALL STEPS AS THEY MAY CONSIDER NECESSARY
IN CONNECTION WITH THE ABOVE
O.2 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against
TO THE ALL RELEVANT AUTHORITIE S INCLUDING THE
APPROVAL-IN-PRINCIPLE OF BURSA MALAYSIA SECURITIES
BERHAD FOR THE LISTING OF AND QUOTATION FOR SUCH
NUMBER OF NEW CAHB SHARES TO BE ISSUED A ND ALLOTTED
ARISING FROM THE EXERCISE OF THE OPTIONS THAT
MAY BE GRANTED PURSU ANT TO THE PROPOSED BYE-LAWS
AMENDMENTS: I) ADOPT THE AMENDED AND RESTATED
BYE -LAWS OF THE SCHEME AS SPECIFIED NEW DRAFT
BYE-LAWS IN SUBSTITUTION FOR AND TO THE EXCLUSION
OF THE EXISTING BYE-LAWS OF THE SCHEME AS SPECIFIED;
II) AMEN D THE SCHEME AND/OR THE NEW DRAFT BYE-LAWS
FROM TIME TO TIME AS THEY DEEM FIT PROVIDED THAT
SUCH AMENDMENTS ARE EFFECTED IN ACCORDANCE WITH
THE PROVISIONS O F THE NEW DRAFT BYE-LAWS RELATING
TO THE AMENDMENTS; AND III) ALLOT AND ISSUE FROM
TIME TO TIME SUCH NUMBER OF NEW CAHB SHARES AS
MAY BE REQUIRED TO BE ISSU ED PURSUANT TO THE
EXERCISE OF THE OPTIONS UNDER THE SCHEME PROVIDED
THAT THE AGGREGATE NUMBER OF CAHB SHARES TO BE
OFFERED UNDER THE SCHEME PURSUANT TO THE NEW
DRAFT BYE-LAWS SHALL NOT EXCEED 15% OF THE TOTAL
ISSUED AND PAID-UP SHARE CAPITAL OF CAHB AT THE
TIME OF OFFER; AND THAT THE DIRECTORS OF THE
COMPANY B E AUTHORIZED TO DO ALL ACTS, DEEDS
AND THINGS AND TO EXECUTE, SIGN AND DELIVER ON
BEHALF OF CAHB ALL SUCH DOCUMENTS AND/OR AGREEMENTS
AS MAY BE NECESSARY TO GIVE EFFECT TO AND COMPLETE
THE PROPOSED BYE-LAWS AMENDMENTS WITH FULL POWER
TO ASSENT TO ANY CONDITIONS, MODIFICATIONS OR
VARIATIONS AS MAY BE IMPOSED OR REQUIRED BY THE
RELEVANT AUTHORITIES
O.3 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against
TO RESOLUTION 2 ABOVE BEING PA SSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND
TO GRANT TO MR. TAN SRI DATO MOHD DESA PACHI,
BEING THE CHAIRMAN AND THE INDEPENDENT NON-EXE
CUTIVE DIRECTOR OF THE COMPANY, OPTIONS TO SUBSCRIBE
FOR SUCH NUMBER OF CAHB S HARES, AND IF SUCH
OPTIONS ARE ACCEPTED AND EXERCISED, TO ALLOT
AND ISSUE SUCH NUMBER OF CAHB SHARES TO HIM UNDER
THE SCHEME SUBJECT ALWAYS TO: I) THE NUMBE R
OF CAHB SHARES ALLOCATED, IN AGGREGATE TO THE
DIRECTORS BOTH EXECUTIVE AND NON-EXECUTIVE DIRECTORS
AND SENIOR MANAGEMENT OF THE COMPANY AND/OR
ITS SUBSI DIARIES WHICH ARE NOT DORMANT DOES
NOT EXCEED 50% OF THE TOTAL CAHB SHARES A VAILABLE
UNDER THE SCHEME; AND II) THE NUMBER OF CAHB
SHARES ALLOCATED TO ANY INDIVIDUAL ELIGIBLE EMPLOYEE
WHO EITHER SINGLY OR COLLECTIVELY THROUGH HIS/HER
ASSOCIATES AS DEFINED IN THE COMPANIES ACT,
1965 , HOLDS 20% OR MORE IN THE ISSUED AND PAID-UP
SHARE CAPITAL OF THE COMPANY, DOES NOT EXCEED
10% OF THE TO TAL CAHB SHARES AVAILABLE UNDER
THE SCHEME; SUBJECT TO SUCH TERMS AND CONDITIO
NS AND/OR ANY ADJUSTMENTS WHICH MAY BE MADE IN
ACCORDANCE WITH THE PROVISIONS OF THE BYE-LAWS
OF THE SCHEME
O.4 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against
TO RESOLUTION 2 ABOVE BEING PA SSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND
TO GRANT TO MR. DATO ANWAR AJI, BEING THE NON-INDEPENDENT
NON-EXECUTIVE DIRECTOR OF THE COMP ANY, OPTIONS
TO SUBSCRIBE FOR SUCH NUMBER OF CAHB SHARES,
AND IF SUCH OPTIONS ARE ACCEPTED AND EXERCISED,
TO ALLOT AND ISSUE SUCH NUMBER OF CAHB SHARES
TO H IM UNDER THE SCHEME SUBJECT ALWAYS TO: I)
THE NUMBER OF CAHB SHARES ALLOCATED, IN AGGREGATE
TO THE DIRECTORS BOTH EXECUTIVE AND NON-EXECUTIVE
DIRECTORS AN D SENIOR MANAGEMENT OF THE COMPANY
AND/OR ITS SUBSIDIARIES WHICH ARE NOT DORM ANT
DOES NOT EXCEED 50% OF THE TOTAL CAHB SHARES
AVAILABLE UNDER THE SCHEME; AND II) THE NUMBER
OF CAHB SHARES ALLOCATED TO ANY INDIVIDUAL ELIGIBLE
EMPLOYE E WHO EITHER SINGLY OR COLLECTIVELY THROUGH
HIS/HER ASSOCIATES AS DEFINED IN THE COMPANIES
ACT, 1965 , HOLDS 20% OR MORE IN THE ISSUED AND
PAID-UP SHARE CA PITAL OF THE COMPANY, DOES NOT
EXCEED 10% OF THE TOTAL CAHB SHARES AVAILABLE
U NDER THE SCHEME; SUBJECT TO SUCH TERMS AND
CONDITIONS AND/OR ANY ADJUSTMENTS W HICH MAY
BE MADE IN ACCORDANCE WITH THE PROVISIONS OF
THE BYE-LAWS OF THE SCHE ME
O.5 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against
TO RESOLUTION 2 ABOVE BEING PA SSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND
TO GRANT TO MR. ENCIK MOHD SALLEH MAHMUD, BEING
THE NON-INDEPENDENT NON-EXECUTIVE DIRECTOR OF
THE COMPANY, OPTIONS TO SUBSCRIBE FOR SUCH NUMBER
OF CAHB SHARES, AND IF SUCH OPTIONS ARE ACCEPTED
AND EXERCISED, TO ALLOT AND ISSUE SUCH NUMBER
OF CAHB SH ARES TO HIM UNDER THE SCHEME SUBJECT
ALWAYS TO: I) THE NUMBER OF CAHB SHARES A LLOCATED,
IN AGGREGATE TO THE DIRECTORS BOTH EXECUTIVE
AND NON-EXECUTIVE DIRE CTORS AND SENIOR MANAGEMENT
OF THE COMPANY AND/OR ITS SUBSIDIARIES WHICH
ARE NOT DORMANT DOES NOT EXCEED 50% OF THE TOTAL
CAHB SHARES AVAILABLE UNDER THE SCHEME; AND II)
THE NUMBER OF CAHB SHARES ALLOCATED TO ANY INDIVIDUAL
ELIGIBL E EMPLOYEE WHO EITHER SINGLY OR COLLECTIVELY
THROUGH HIS/HER ASSOCIATES AS DE FINED IN THE
COMPANIES ACT, 1965 , HOLDS 20% OR MORE IN THE
ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY,
DOES NOT EXCEED 10% OF THE TOTAL CAHB SHARES
AV AILABLE UNDER THE SCHEME; SUBJECT TO SUCH
TERMS AND CONDITIONS AND/OR ANY ADJU STMENTS
WHICH MAY BE MADE IN ACCORDANCE WITH THE PROVISIONS
OF THE BYE-LAWS OF THE SCHEME
O.6 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against
TO RESOLUTION 2 ABOVE BEING PA SSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND
TO GRANT TO MR. TAN SRI DATUK ASMAT KAMALUDIN,
BEING THE INDEPENDENT NON-EXECUTIVE DIRECTOR
O F THE COMPANY, OPTIONS TO SUBSCRIBE FOR SUCH
NUMBER OF CAHB SHARES, AND IF SUC H OPTIONS ARE
ACCEPTED AND EXERCISED, TO ALLOT AND ISSUE SUCH
NUMBER OF CAHB S HARES TO HIM UNDER THE SCHEME
SUBJECT ALWAYS TO: I) THE NUMBER OF CAHB SHARES
ALLOCATED, IN AGGREGATE TO THE DIRECTORS BOTH
EXECUTIVE AND NON-EXECUTIVE DIR ECTORS AND SENIOR
MANAGEMENT OF THE COMPANY AND/OR ITS SUBSIDIARIES
WHICH AR E NOT DORMANT DOES NOT EXCEED 50%
OF THE TOTAL CAHB SHARES AVAILABLE UNDER TH E
SCHEME; AND II) THE NUMBER OF CAHB SHARES ALLOCATED
TO ANY INDIVIDUAL ELIGIB LE EMPLOYEE WHO EITHER
SINGLY OR COLLECTIVELY THROUGH HIS/HER ASSOCIATES
AS D EFINED IN THE COMPANIES ACT, 1965 , HOLDS
20% OR MORE IN THE ISSUED AND PAID-U P SHARE
CAPITAL OF THE COMPANY, DOES NOT EXCEED 10% OF
THE TOTAL CAHB SHARES A VAILABLE UNDER THE SCHEME;
SUBJECT TO SUCH TERMS AND CONDITIONS AND/OR ANY
ADJ USTMENTS WHICH MAY BE MADE IN ACCORDANCE
WITH THE PROVISIONS OF THE BYE-LAWS O F THE SCHEME
O.7 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against
TO RESOLUTION 2 ABOVE BEING PA SSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND
TO GRANT TO DR. ROSLAN A GHAFFAR, BEING THE NON-INDEPENDENT
NON-EXECUTIVE DIRECTOR OF THE COM PANY, OPTIONS
TO SUBSCRIBE FOR SUCH NUMBER OF CAHB SHARES,
AND IF SUCH OPTIONS ARE ACCEPTED AND EXERCISED,
TO ALLOT AND ISSUE SUCH NUMBER OF CAHB SHARES
TO HIM UNDER THE SCHEME SUBJECT ALWAYS TO: I)
THE NUMBER OF CAHB SHARES ALLOCATED , IN AGGREGATE
TO THE DIRECTORS BOTH EXECUTIVE AND NON-EXECUTIVE
DIRECTORS A ND SENIOR MANAGEMENT OF THE COMPANY
AND/OR ITS SUBSIDIARIES WHICH ARE NOT DOR MANT
DOES NOT EXCEED 50% OF THE TOTAL CAHB SHARES
AVAILABLE UNDER THE SCHEME; AND II) THE NUMBER
OF CAHB SHARES ALLOCATED TO ANY INDIVIDUAL ELIGIBLE
EMPLOY EE WHO EITHER SINGLY OR COLLECTIVELY THROUGH
HIS/HER ASSOCIATES AS DEFINED IN THE COMPANIES
ACT, 1965 , HOLDS 20% OR MORE IN THE ISSUED AND
PAID-UP SHARE C APITAL OF THE COMPANY, DOES NOT
EXCEED 10% OF THE TOTAL CAHB SHARES AVAILABLE
UNDER THE SCHEME; SUBJECT TO SUCH TERMS AND CONDITIONS
AND/OR ANY ADJUSTMENTS WHICH MAY BE MADE IN ACCORDANCE
WITH THE PROVISIONS OF THE BYE-LAWS OF THE SCH
EME
O.8 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against
TO RESOLUTION 2 ABOVE BEING PA SSED AND SUBJECT
TO THE ALL RELEVANT AUTHORITIES, TO OFFER AND
TO GRANT TO MR. ENCIK IZLAN BIN IZHAB, BEING
THE INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
CO MPANY, OPTIONS TO SUBSCRIBE FOR SUCH NUMBER
OF CAHB SHARES, AND IF SUCH OPTION S ARE ACCEPTED
AND EXERCISED, TO ALLOT AND ISSUE SUCH NUMBER
OF CAHB SHARES TO HIM UNDER THE SCHEME SUBJECT
ALWAYS TO: I) THE NUMBER OF CAHB SHARES ALLOCATE
D, IN AGGREGATE TO THE DIRECTORS BOTH EXECUTIVE
AND NON-EXECUTIVE DIRECTORS AND SENIOR MANAGEMENT
OF THE COMPANY AND/OR ITS SUBSIDIARIES WHICH
ARE NOT DO RMANT DOES NOT EXCEED 50% OF THE
TOTAL CAHB SHARES AVAILABLE UNDER THE SCHEME
; AND II) THE NUMBER OF CAHB SHARES ALLOCATED
TO ANY INDIVIDUAL ELIGIBLE EMPLO YEE WHO EITHER
SINGLY OR COLLECTIVELY THROUGH HIS/HER ASSOCIATES
AS DEFINED I N THE COMPANIES ACT, 1965 , HOLDS
20% OR MORE IN THE ISSUED AND PAID-UP SHARE CAPITAL
OF THE COMPANY, DOES NOT EXCEED 10% OF THE TOTAL
CAHB SHARES AVAILABLE UNDER THE SCHEME; SUBJECT
TO SUCH TERMS AND CONDITIONS AND/OR ANY ADJUSTMENTS
WHICH MAY BE MADE IN ACCORDANCE WITH THE PROVISIONS
OF THE BYE-LAWS OF THE SC HEME
- ----------------------------------------------------------------------------------------------------------------------------
STATE BANK OF INDIA AGM Meeting Date: 08/31/2004
Issuer: Y8161Z129 ISIN: INE062A01012
SEDOL: 6100799
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting Non-Vote Proposal
1. ELECT 2 DIRECTORS TO THE CENTRAL BOARD OF THE Management Against
BANK UNDER THE PROVISIONS OF SEC TION 19(C) OF
THE STATE BANK OF INDIA ACT 1955
- ----------------------------------------------------------------------------------------------------------------------------
IOI CORPORATION BHD EGM Meeting Date: 09/01/2004
Issuer: Y41763106 ISIN: MYL1961OO001
SEDOL: 6463492, 6464514
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTOR, SUBJECT TO THE APPROVALS Management For
BEING OBTAINED FROM THE RELEV ANT AUTHORITIES,
TO: A) APPROVE THE ISSUE OF UP TO USD 345 MILLION
NOMINAL VAL UE 5 YEARS UNSECURED GUARANTEED EXCHANGEABLE
BONDS EXCHANGEABLE BONDS BY IOI INVESTMENT
(L) BERHARD WITH A COUPON RATE AND AT AN ISSUE
PRICE TO BE DETERMI NED LATER WHICH WILL BE GUARANTEED
BY THE COMPANY AND THAT THE EXCHANGEABLE BO NDS
BE EXCHANGEABLE INTO ORDINARY SHARES OF MYR 0.50
EACH IN THE COMPANY AT AN EXCHANGE PRICE TO BE
DETERMINED BY THE DIRECTORS AND OTHERWISE ON
SUCH FURTHE R TERMS AND CONDITIONS AS THE DIRECTORS
DETERMINE AND PROVIDE IN THE TRUST DEE D OR SUCH
OTHER DOCUMENTS TO BE ENTERED INTO, IN RELATION
TO THE EXCHANGEABLE BONDS; B) ALLOT AND ISSUE
SUCH NUMBER OF NEW SHARES, CREDITED AS FULLY
PAID-UP , TO THE HOLDERS OF EXCHANGEABLE BONDS,
WHICH ARE REQUIRED TO BE ISSUED UPON E XCHANGE
OF THE EXCHANGEABLE BONDS AND THAT SUCH NEW SHARES
SHALL UPON ISSUE AN D ALLOTMENT, RANK PARI PASSU
IN ALL RESPECTS WITH THE EXISTING SHARES SAVE
AND EXCEPT THAT THEY WILL NOT BE ENTITLED TO
DIVIDENDS, RIGHTS, ALLOTMENTS AND/OR OTHER DISTRIBUTIONS
UNLESS THE ALLOTMENT AND ISSUE OF SUCH NEW SHARES
WHERE M ADE ON OR PRIOR TO THE ENTITLEMENT DATE,
WHERE THE ENTITLEMENT DATE MEANS THE DATE AS
AT THE CLOSE OF BUSINESS, ON WHICH THE SHAREHOLDERS
MUST BE REGISTERED IN ORDER TO BE ENTITLED TO
ANY DIVIDENDS, RIGHTS, ALLOTMENTS AND/OR OTHER
DIS TRIBUTIONS; C) ALLOT AND ISSUE SUCH NUMBER
OF NEW SHARES, CREDITED AS FULLY PA ID-UP, TO
THE HOLDER OF THE EXCHANGEABLE BONDS, WHICH ARE
REQUIRED TO BE ISSUE D UPON ANY ADJUSTMENTS OF
THE EXCHANGE PRICE OF THE EXCHANGEABLE BONDS
IN ACCO RDANCE WITH THE TERMS REGARDING ADJUSTMENTS
OF THE EXCHANGE PRICE TO BE PROVID ED IN THE
TRUST DEED, TO BE NOTIFIED BY THE DIRECTORS AND
THAT SUCH NEW SHARES SHALL UPON ISSUE AND ALLOTMENT
RANK PARI PASSU IN ALL RESPECTS WITH THE EXIST
ING SHARES, SAVE AND EXCEPT THAT THEY WILL NOT
BE ENTITLED TO DIVIDENDS, RIGHT S, ALLOTMENTS
AND/OR OTHER DISTRIBUTIONS UNLESS THE ALLOTMENT
AND ISSUE OF SUC H NEW SHARES WERE MADE ON OR
PRIOR TO THE ENTITLEMENT DATE, WHERE THE ENTITLEM
ENT DATE MEANS THE DATE AS AT THE CLOSE OF BUSINESS
ON WHICH SHAREHOLDERS MUST BE REGISTERED IN ORDER
TO BE ENTITLED TO ANY DIVIDENDS, RIGHTS, ALLOTMENTS,
A ND/OR OTHER DISTRIBUTION; AND D) ALLOT AND
ISSUE SUCH NUMBER OF NEW SHARES, CR EDITED AS
FULLY PAID-UP, TO THE HOLDERS OF EXCHANGEABLE
BONDS WITHOUT FIRST HA VING TO MAKE AN OFFER
OF SUCH NEW SHARES TO THE MEMBERS OF THE COMPANY,
PURSUA NT TO ARTICLE 5(A) OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY; AND AUTHORIZ E THE
DIRECTOR OF THE COMPANY TO COMPLETE AND GIVE
EFFECT TO THE EXCHANGEABLE BONDS ISSUE AND DO
ALL ACTS AND THINGS FOR AND ON BEHALF OF THE
COMPANY AS DEE MED NECESSARY TO GIVE EFFECT TO
THE ISSUE, INCLUDING BUT NOT LIMITED TO THE DE
TERMINING THE TERMS AND CONDITIONS OF THE ISSUE,
ASCENDING TO ANY CONDITIONS I MPOSED BY ANY RELEVANT
AUTHORITIES AND EFFECTING ANY MODIFICATIONS,
VARIATIONS AND/OR AMENDMENTS PURSUANT THERETO
AND APPROVE ALL PREVIOUS ACTIONS TAKEN BY THE
BOARD OR ANY DIRECTOR OF THE BOARD IN CONNECTION
WITH THE EXCHANGEABLE BON DS ISSUE
- ----------------------------------------------------------------------------------------------------------------------------
PTT PUB CO LTD EGM Meeting Date: 09/24/2004
Issuer: Y6883U113 ISIN: TH0646010015
SEDOL: 6420390, 7664379
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT PARTIAL AND SPLIT VOTING ARE Non-Voting Non-Vote Proposal
ALLOWED. THANK YOU.
1. APPROVE TO CERTIFY THE MINUTES OF THE 2004 SHAREHOLDERS Management For
AGM
2. APPROVE THE SHARES PURCHASING IN RRC FROM SHELL Management For
3. OTHER MATTERS Other Against
- ----------------------------------------------------------------------------------------------------------------------------
COSCO PACIFIC LTD SGM Meeting Date: 10/05/2004
Issuer: G2442N104 ISIN: BMG2442N1048
SEDOL: 5387775, 6354251, B02TCJ7
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE AGREEMENT AND ALL TRANSACTIONS CONTEMPLATED Management For
FOR THE ACQUISITION OF 163,701,456 NON-PUBLICLY
TRADEABLE STATE-OWNED LEGAL PERSON SHARES IN
THE CAP ITAL OF THE CHINA INTERNATIONAL MARINE
CONTAINERS (GROUP) CO., LTD., FROM CHIN A OCEAN
SHIPPING (GROUP) COMPANY BETWEEN COSCO CONTAINERS
INDUSTRIES LIMITED, A WHOLLY OWNED SUBSIDIARY
OF THE COSCO PACIFIC LIMITED COMPANY AND CHINA
OCE AN SHIPPING (GROUP) COMPANY DATED 19 AUG
2004 THE AGREEMENT ; AND AUTHORIZE THE DIRECTORS
OF THE COMPANY TO DO ALL SUCH THINGS AND SIGN,
SEAL, EXECUTE, P ERFECT, PERFORM AND DELIVER
ALL SUCH DOCUMENTS AS THEY MAY IN THEIR ABSOLUTE
D ISCRETION CONSIDER NECESSARY OR DESIRABLE OR
EXPEDIENT TO GIVE EFFECT TO THE A GREEMENT OR
FOR THE IMPLEMENTATION OF ALL TRANSACTIONS CONTEMPLATED
- ----------------------------------------------------------------------------------------------------------------------------
GUJARAT AMBUJA CEMENTS LTD AGM Meeting Date: 10/18/2004
Issuer: Y2943F121 ISIN: INE079A01016
SEDOL: 6100119, B01YVX0
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE PROFIT AND LOSS ACCOUNT Management For
FOR THE CORPORATE FYE 30 JUN 200 4 AND THE BALANCE
SHEET AS AT THAT DATE AND THE REPORTS OF THE
DIRECTORS AND T HE AUDITORS THEREON
2. DECLARE A DIVIDEND ON EQUITY SHARES Management For
3. RE-APPOINT MR. NIMESH KAMPANI AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
4. RE-APPOINT MR. HARSHAVARDHAN NEOTIA AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
5. RE-APPOINT MR. PULKIT SEKHSARIA AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
6. RE-APPOINT MR. NASSER MUNJEE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
7. RE-APPOINT MR. P.B. KULKARNI AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
8. APPOINT M/S. DALAL AND SHAH AND M/S. S. R. BATLIBOI Management For
& ASSOCIATES AS THE AUDITO RS OF THE COMPANY,
UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
AND APP ROVE TO FIX THEIR REMUNERATION
9. APPOINT, PURSUANT TO THE PROVISIONS OF SECTION Management For
257 AND ALL OTHER APPLICABLE PR OVISIONS, IF
ANY, OF THE COMPANIES ACT 1956, MR. N.P. GHUWALEWALA
AS A DIRECTO R OF THE COMPANY, LIABLE TO RETIRE
BY ROTATION
S.10 AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management For
THE PROVISIONS OF SECTION 81(1A) AND ALL OTHER
APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES
ACT 1956, THE S ECURITIES AND EXCHANGE BOARD
OF INDIA EMPLOYEES STOCK OPTION SCHEME AND EMPLO
YEES STOCK PURCHASE SCHEME GUIDELINES 1999 AS
AMENDED THE GUIDELINES AND SU BJECT TO SUCH
APPROVALS, CONSENTS, PERMISSIONS AND SANCTIONS
AS MAY BE NECESSA RY FROM APPROPRIATE AUTHORITIES
OR BODIES AND SUBJECT TO SUCH CONDITIONS AS MA
Y BE PRESCRIBED BY ANY OF THEM WHILE GRANTING
SUCH APPROVALS, CONSENTS, PERMIS SIONS AND SANCTIONS,
TO CREATE, OFFER AND GRANT AN AGGREGATE OF UP
TO 10,00,00 0 OPTIONS TO THE EMPLOYEES OF THE
COMPANY, DURING THE COMPANY S FY 2004 - 2005
, EACH OPTION CONVERTIBLE INTO 1 EQUITY SHARE
OF THE FACE VALUE OF INR 10 EACH ON PAYMENT OF
SUCH EXERCISE PRICE AS MAY BE DECIDED BY THE
BOARD AND AS PER T HE TERMS AND CONDITIONS FRAMED/TO
BE FRAMED BY THE BOARD WITH REGARD TO THE EM
PLOYEES STOCK OPTION SCHEME FOR THE COMPANY S
FY 2004 2005 ESOS 2004 - 2005 ; AUTHORIZE THE
BOARD TO ISSUE AND ALLOT EQUITY SHARES AS AND
WHEN THE OPTIONS ARE EXERCISED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE SAID ESOS
200 4 - 2005; AUTHORIZE THE BOARD TO MODIFY OR
AMEND ANY OF THE TERMS AND CONDITIO NS OF THE
ESOS 2004 - 2005 AS AND WHEN DEEMED FIT, IN ITS
ABSOLUTE DISCRETION, SUBJECT TO THE CONDITION
THAT SUCH MODIFICATION/AMENDMENT SHALL ALWAYS
BE IN ACCORDANCE WITH THE PROVISIONS OF THE SAID
GUIDELINES AND THE PROVISIONS OF TH E COMPANIES
ACT, 1956; AND AUTHORIZE THE BOARD, FOR THE PURPOSE
OF GIVING EFFE CT TO THIS RESOLUTION, TO DO AND
PERFORM ALL SUCH ACTS, DEEDS, MATTERS AND THI
NGS AS IT MAY DEEM NECESSARY, PROPER OR DESIRABLE
AND TO SETTLE ANY QUESTION, DIFFICULTY OR DOUBT
THAT MAY ARISE IN REGARD TO THE GRANT OF OPTIONS/ISSUE
AND ALLOTMENT OF SHARES AND UTILIZATION OF THE
PROCEEDS AND TO FINALIZE AND EXECU TE ALL DOCUMENTS
AND WRITINGS AS MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT
S.11 AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management For
THE PROVISIONS OF SECTION 81(1A) AND ALL OTHER
APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES
ACT 1956, THE S ECURITIES AND EXCHANGE BOARD
OF INDIA EMPLOYEES STOCK OPTION SCHEME AND EMPLO
YEES STOCK PURCHASE SCHEME GUIDELINES 1999 AS
AMENDED THE GUIDELINES AND SU BJECT TO SUCH
APPROVALS, CONSENTS, PERMISSIONS AND SANCTIONS
AS MAY BE NECESSA RY FROM APPROPRIATE AUTHORITIES
OR BODIES AND SUBJECT TO SUCH CONDITIONS AS MA
Y BE PRESCRIBED BY ANY OF THEM WHILE GRANTING
SUCH APPROVALS, CONSENTS, PERMIS SIONS AND SANCTIONS,
TO CREATE, OFFER AND GRANT OPTIONS TO EMPLOYEES
OF THE CO MPANY S SUBSIDIARIES UNDER THE EMPLOYEES
STOCK OPTION SCHEME OF THE COMPANY FO R COMPANY
S FY 2004 - 2005 ESOS 2004 - 2005 , IN THE MANNER
AND ON SUCH TERMS AS THE BOARD MAY DEEM APPROPRIATE
SUBJECT TO THE CONDITION THAT THE AGGREGATE OF
THE OPTIONS GRANTED TO THE CONDITION THAT THE
AGGREGATE OF THE OPTIONS GRA NTED TO ALL THE
ELIGIBLE EMPLOYEES INCLUDING THE EMPLOYEES OF
THE COMPANY SH ALL BE WITHIN THE OVERALL LIMIT
OF 10,00,000 OPTIONS FOR THE YEAR 2004 2005 UN
DER ESOS 2004 - 2005; APPROVE THAT ALL THE FEATURES
AND THE TERMS AND CONDITIO NS FRAMED/TO BE FRAMED
BY THE BOARD WITH REGARD TO ESOS 2004-2005 FOR
ITS OWN ELIGIBLE EMPLOYEES SHALL BE APPLICABLE
FOR THE EMPLOYEES OF THE SUBSIDIARY COM PANIES;
AND AUTHORIZE THE BOARD, FOR THE PURPOSE OF GIVING
EFFECT TO THIS RESO LUTION, TO DO AND PERFORM
ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT
MAY D EEM NECESSARY, PROPER OR DESIRABLE AND
TO SETTLE ANY QUESTION, DIFFICULTY OR D OUBT
THAT MAY ARISE IN REGARD TO THE GRANT OF OPTIONS,
ISSUE AND ALLOTMENT OF SHARES AND UTILIZATION
OF THE PROCEEDS AND TO FINALIZE AND EXECUTE ALL
DOCUMEN TS AND WRITINGS AS MAY BE NECESSARY,
DESIRABLE OR EXPEDIENT
12. RE-APPOINT, PURSUANT TO THE PROVISIONS OF SECTIONS Management For
198, 269, 309, 310, 311 AND ALL OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT 1956,
READ WITH SCHEDULE XIII TO THE SAID ACT AS AMENDED
AND SUBJECT TO SUCH PERMISSIONS, CON SENTS AND
APPROVALS , IF ANY, FROM VARIOUS AUTHORITIES
AS MAY BE REQUIRED AND SUBJECT TO SUCH CONDITIONS,
IF ANY, THAT MAY BE IMPOSED BY ANY AUTHORITY
WHILE GRANTING THEIR PERMISSIONS, CONSENTS AND
APPROVALS, MR. P.B. KULKARNI AS A WH OLE-TIME
DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 YEARS
WITH EFFECT FROM 01 F EB 2004 ON THE TERMS AND
CONDITIONS SPECIFIED AND INCORPORATED IN THE
AGREEMEN T DATED 11 MAY 2004 ENTERED BY THE COMPANY
WITH THE SAID WHOLE-TIME DIRECTOR A ND IN THE
DRAFT SUPPLEMENTAL AGREEMENT TO BE ENTERED INTO
BY THE COMPANY WITH THE SAID WHOLE-TIME DIRECTOR;
APPROVE THAT THE WHOLE-TIME DIRECTOR SHALL BE
EN TITLED TO BE PAID/REIMBURSED BY THE COMPANY
ALL COSTS, CHARGES AND EXPENSES AS MAY BE INCURRED
BY HIM FOR THE PURPOSE OF OR ON BEHALF OF THE
COMPANY; AND AP PROVE THE AGREEMENT DATED 11
MAY 2004, RE-APPOINTING THE WHOLE-TIME DIRECTOR
A ND SETTING OUT THE REMUNERATION AND OTHER TERMS
AND CONDITIONS ENTERED WITH MR . P.B. KULKARNI,
WITH LIBERTY TO THE BOARD TO ALTER AND VARY THE
TERMS AND CON DITIONS THEREOF AS MAY BE AGREED
BY MR. P.B. KULKARNI
S.13 RE-APPOINT, PURSUANT TO THE PROVISIONS OF SECTIONS Management For
198, 269, 309, 310, 311 AND ALL OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT 1956,
READ WITH SCHEDULE XIII TO THE SAID ACT AS AMENDED
AND SUBJECT TO SUCH PERMISSIONS, CON SENTS AND
APPROVALS , IF ANY, FROM VARIOUS AUTHORITIES
AS MAY BE REQUIRED AND SUBJECT TO SUCH CONDITIONS,
IF ANY, THAT MAY BE IMPOSED BY ANY AUTHORITY
WHILE GRANTING THEIR PERMISSIONS, CONSENTS AND
APPROVALS, MR. A.L. KAPUR AS A WHOLE -TIME DIRECTOR
OF THE COMPANY FOR A PERIOD OF 5 YEARS WITH EFFECT
FROM 01 MAY 2004 ON THE TERMS AND CONDITIONS
SPECIFIED AND INCORPORATED IN THE AGREEMENT D
ATED 14 MAY 2004 ENTERED BY THE COMPANY WITH
THE SAID WHOLE-TIME DIRECTOR AND IN THE DRAFT
SUPPLEMENTAL AGREEMENT TO BE ENTERED INTO BY
THE COMPANY WITH THE SAID WHOLE-TIME DIRECTOR;
APPROVE THAT THE WHOLE-TIME DIRECTOR SHALL BE
ENTIT LED TO BE PAID/REIMBURSED BY THE COMPANY
ALL COSTS, CHARGES AND EXPENSES AS MA Y BE INCURRED
BY HIM FOR THE PURPOSE OF OR ON BEHALF OF THE
COMPANY; AND APPRO VE THE AGREEMENT DATED 14
MAY 2004, RE-APPOINTING THE WHOLE-TIME DIRECTOR
AND SETTING OUT THE REMUNERATION AND OTHER TERMS
AND CONDITIONS ENTERED WITH MR. A .L. KAPUR,
WITH LIBERTY TO THE BOARD TO ALTER AND VARY THE
TERMS AND CONDITION S THEREOF AS MAY BE AGREED
BY MR. A.L. KAPUR
14. RE-APPOINT, PURSUANT TO THE PROVISIONS OF SECTIONS Management For
198, 269, 309, 310, 311 AND ALL OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT 1956,
READ WITH SCHEDULE XIII TO THE SAID ACT AS AMENDED
AND SUBJECT TO SUCH PERMISSIONS, CON SENTS AND
APPROVALS , IF ANY, FROM VARIOUS AUTHORITIES
AS MAY BE REQUIRED AND SUBJECT TO SUCH CONDITIONS,
IF ANY, THAT MAY BE IMPOSED BY ANY AUTHORITY
WHILE GRANTING THEIR PERMISSIONS, CONSENTS AND
APPROVALS, MR. B.L. TAPARIA AS A WHO LE-TIME
DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 YEARS
WITH EFFECT FROM 01 MA Y 2004 ON THE TERMS AND
CONDITIONS SPECIFIED AND INCORPORATED IN THE
AGREEMENT DATED 14 MAY 2004 ENTERED BY THE COMPANY
WITH THE SAID WHOLE-TIME DIRECTOR AN D IN THE
DRAFT SUPPLEMENTAL AGREEMENT TO BE ENTERED INTO
BY THE COMPANY WITH T HE SAID WHOLE-TIME DIRECTOR;
APPROVE THAT THE WHOLE-TIME DIRECTOR SHALL BE
ENT ITLED TO BE PAID/REIMBURSED BY THE COMPANY
ALL COSTS, CHARGES AND EXPENSES AS MAY BE INCURRED
BY HIM FOR THE PURPOSE OF OR ON BEHALF OF THE
COMPANY; APPROVE THE AGREEMENT DATED 14 MAY 2004,
RE-APPOINTING THE WHOLE-TIME DIRECTOR AND SE
TTING OUT THE REMUNERATION AND OTHER TERMS AND
CONDITIONS ENTERED WITH MR. B.L . TAPARIA, WITH
LIBERTY TO THE BOARD TO ALTER AND VARY THE TERMS
AND CONDITION S THEREOF AS MAY BE AGREED BY MR.
B.L. TAPARIA
15. RE-APPOINT, PURSUANT TO THE PROVISIONS OF SECTIONS Management For
198, 269, 309, 310, 311 AND ALL OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT 1956,
READ WITH SCHEDULE XIII TO THE SAID ACT AS AMENDED
AND SUBJECT TO SUCH PERMISSIONS, CON SENTS AND
APPROVALS , IF ANY, FROM VARIOUS AUTHORITIES
AS MAY BE REQUIRED AND SUBJECT TO SUCH CONDITIONS,
IF ANY, THAT MAY BE IMPOSED BY ANY AUTHORITY
WHILE GRANTING THEIR PERMISSIONS, CONSENTS AND
APPROVALS, MR. A.C. SINGHVI AS A WHO LE-TIME
DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 YEARS
WITH EFFECT FROM 01 MA Y 2004 ON THE TERMS AND
CONDITIONS SPECIFIED AND INCORPORATED IN THE
AGREEMENT DATED 14 MAY 2004 ENTERED BY THE COMPANY
WITH THE SAID WHOLE-TIME DIRECTOR AN D IN THE
DRAFT SUPPLEMENTAL AGREEMENT TO BE ENTERED INTO
BY THE COMPANY WITH T HE SAID WHOLE-TIME DIRECTOR;
APPROVE THAT THE WHOLE-TIME DIRECTOR SHALL BE
ENT ITLED TO BE PAID/REIMBURSED BY THE COMPANY
ALL COSTS, CHARGES AND EXPENSES AS MAY BE INCURRED
BY HIM FOR THE PURPOSE OF OR ON BEHALF OF THE
COMPANY; APPROVE THE AGREEMENT DATED 14 MAY 2004,
RE-APPOINTING THE WHOLE-TIME DIRECTOR AND SE
TTING OUT THE REMUNERATION AND OTHER TERMS AND
CONDITIONS ENTERED WITH MR. A.C . SINGHVI, WITH
LIBERTY TO THE BOARD TO ALTER AND VARY THE TERMS
AND CONDITION S THEREOF AS MAY BE AGREED BY MR.
A.C. SINGHVI
16. APPOINT, PURSUANT TO THE PROVISIONS OF SECTIONS Management For
198, 269, 309 AND ALL OTHER AP PLICABLE PROVISIONS,
IF ANY, OF THE COMPANIES ACT 1956, READ WITH
SCHEDULE XII I TO THE SAID ACT AS AMENDED AND
SUBJECT TO SUCH PERMISSIONS, CONSENTS AND APP
ROVALS , IF ANY, FROM VARIOUS AUTHORITIES AS
MAY BE REQUIRED AND SUBJECT TO SU CH CONDITIONS,
IF ANY, THAT MAY BE IMPOSED BY ANY AUTHORITY
WHILE GRANTING THE IR PERMISSIONS, CONSENTS AND
APPROVALS, MR. N.P. GHUWALEWALA AS A WHOLE-TIME
D IRECTOR OF THE COMPANY FOR A PERIOD OF 5 YEARS
WITH EFFECT FROM 28 JUN 2004 ON THE TERMS AND
CONDITIONS SPECIFIED AND INCORPORATED IN THE
AGREEMENT DATED 29 JUN 2004 ENTERED BY THE COMPANY
WITH THE SAID WHOLE-TIME DIRECTOR AND IN THE
DRAFT SUPPLEMENTAL AGREEMENT TO BE ENTERED INTO
BY THE COMPANY WITH THE SAID W HOLE-TIME DIRECTOR;
APPROVE THAT THE WHOLE-TIME DIRECTOR SHALL BE
ENTITLED TO BE PAID/REIMBURSED BY THE COMPANY
ALL COSTS, CHARGES AND EXPENSES AS MAY BE IN
CURRED BY HIM FOR THE PURPOSE OF OR ON BEHALF
OF THE COMPANY; APPROVE THE AGRE EMENT DATED
29 JUN 2004, APPOINTING THE WHOLE-TIME DIRECTOR
AND SETTING OUT TH E REMUNERATION AND OTHER TERMS
AND CONDITIONS ENTERED WITH MR. N.P. GHUWALEWAL
A, WITH LIBERTY TO THE BOARD TO ALTER AND VARY
THE TERMS AND CONDITIONS THEREO F AS MAY BE AGREED
BY MR. N.P. GHUWALEWALA; AND APPROVE THAT MR.
N.P. GHUWALEW ALA SHALL BE ELIGIBLE FOR ALL THE
UNUTILIZED/UNPAID PERQUISITES AND BENEFITS T
O HIS CREDIT WITH ERSTWHILE AMBUJA CEMENT RAJASTHAN
LTD. ACRL AND THE SAME S HALL BE CARRIED FORWARD
IN THE COMPANY AND A DRAFT SUPPLEMENTARY AGREEMENT
FOR THE SAME PURPOSE AND ALSO INCORPORATING REVISED
TERMS OF PAYMENT OF COMMISSIO N AND THE SAME
MAY BE EXECUTED WITH THE SAID WHOLE-TIME DIRECTOR
S.17 APPROVE, IN PARTIAL MODIFICATION OF THE RESOLUTION Management For
PASSED AT THE 19TH AGM HELD ON 05 OCT 2001, IN
RESPECT OF THE RE-APPOINTMENT OF MR. PULKIT SEKHSARIA
AS A WHOLE-TIME DIRECTOR AND PAYMENT OF REMUNERATION
TO HIM AND PURSUANT TO SECTIO NS 198, 309, 310
AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES
ACT, 1956, T HE PAYMENT OF COMMISSION TO MR.
PULKIT SEKHSARIA FOR HIS REMAINING TERM, OF SU
CH AMOUNT FOR EACH CORPORATE FY, AS MAY BE DECIDED
BY THE BOARD OF DIRECTORS WHICH INCLUDES ANY
COMMITTEE THEREOF IN ITS ABSOLUTE DISCRETION
PROVIDED THAT AGGREGATE COMMISSION PAID TO ALL
THE WHOLE-TIME DIRECTORS IN ANY CORPORATE FY
SHALL NOT EXCEED 1% OF THE NET PROFITS OF THE
COMPANY AS APPEARING IN THE AUD ITED ANNUAL ACCOUNTS
WHICH AS PER THE EARLIER RESOLUTION COULD BE
PAID UP TO 2 4 MONTHS BASIC SALARY AND THAT
EXCEPT THE ABOVE, ALL THE OTHER TERMS AND COND
ITIONS OF THE EARLIER RESOLUTION AS REFERRED
ABOVE AND PASSED BY THE SHAREHOLD ERS SHALL REMAIN
UNCHANGED; AND APPROVE THE DRAFT SUPPLEMENTARY
AGREEMENT TO B E ENTERED INTO WITH MR. PULKIT
SEKHSARIA, PROVIDING FOR REVISED TERMS OF PAYME
NT OF COMMISSION AS AFORESAID
S.18 AMEND, PURSUANT TO THE PROVISIONS OF SECTION Management Against
31 AND ALL OTHER APPLICABLE PROVI SIONS, IF ANY,
OF THE COMPANIES ACT 1956, THE ARTICLES OF ASSOCIATION
BY DELET ING THE EXISTING ARTICLE 125 AND SUBSTITUTING
IT WITH A NEW ONE
- ----------------------------------------------------------------------------------------------------------------------------
IOI CORPORATION BHD AGM Meeting Date: 10/21/2004
Issuer: Y41763106 ISIN: MYL1961OO001
SEDOL: 6463492, 6464514
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For
FOR THE FYE 30 JUN 2004 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
2.1 RE-ELECT MR. DATO LEE YEOW CHOR AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PURSUA NT TO ARTICLE
101 OF THE COMPANY S ARTICLES OF ASSOCIATION
2.2 RE-ELECT MR. DATUK KHALID B. HJ HUSIN AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION P URSUANT TO ARTICLE
101 OF THE COMPANY S ARTICLES OF ASSOCIATION
3. RE-APPOINT MR. CHAN FONG ANN AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO SECTION 12 9(2) OF THE COMPANIES
ACT, 1965 TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEX T ANNUAL GENERAL MEETING
4. APPROVE TO INCREASE IN THE PAYMENT OF DIRECTORS Management For
FEES TO MYR 315,000, TO BE DI VIDED AMONG THE
DIRECTORS IN SUCH MANNER AS THE DIRECTORS MAY
DETERMINE
5. RE-APPOINT BDO BINDER AS THE AUDITORS AND AUTHORIZE Management For
THE DIRECTORS TO FIX THEIR REMUNERATION
6.1 APPROVE, PURSUANT TO THE COMPANY S EXECUTIVE Management Against
SHARE OPTION SCHEME THE SCHEME AND THE EXTENSION
THEREON, AS APPROVED BY THE SHAREHOLDERS AT THE
EXTRAORDINAR Y GENERAL MEETINGS HELD ON 8 MAR
1995 AND 27 MAR 2000 RESPECTIVELY AND AUTHORI
ZE THE DIRECTORS OF THE COMPANY TO ALLOT AND
ISSUE SHARES IN THE COMPANY FROM TIME TO TIME
IN ACCORDANCE WITH THE SCHEME
6.2 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
132D OF THE COMPANIES ACT, 1965, WITH FULL POWERS
TO ALLOT AND ISSUE SHARES IN THE COMPANY FROM
TIME TO TIME AN D UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AS THEY MAY DEEM FIT SU
BJECT ALWAYS TO THE APPROVAL OF THE RELEVANT
AUTHORITIES BEING OBTAINED FOR SU CH ISSUE AND
PROVIDED THAT THE AGGREGATE NUMBER OF SHARES
TO BE ISSUED PURSUAN T TO THIS RESOLUTION DOES
NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL FOR
THE T IME BEING OF THE COMPANY; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND AUTHORIZE THE DIRECTORS TO OBTAIN THE APPROVAL
FROM BURS A MALAYSIA SECURITIES BERHAD BURSA
MALAYSIA FOR THE LISTING OF AND QUOTATION FOR
THE ADDITIONAL SHARES SO ISSUED
6.3 APPROVE, SUBJECT TO COMPLIANCE WITH APPLICABLE Management For
LAWS, REGULATIONS AND THE APPRO VAL OF ALL RELEVANT
AUTHORITIES, THE COMPANY TO UTILIZE UP TO THE
AGGREGATE OF THE COMPANY S LATEST AUDITED RETAINED
EARNINGS AND SHARE PREMIUM ACCOUNT TO P URCHASE
UP TO 10% OF THE ISSUED AND PAID-UP ORDINARY
SHARE CAPITAL OF THE COMP ANY PURCHASE AS MAY
BE DETERMINED BY THE DIRECTORS OF THE COMPANY
FROM TIME TO TIME THROUGH BURSA MALAYSIA UPON
SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY
DEEM FIT AND EXPEDIENT IN THE INTEREST OF THE
COMPANY AND SHALL BE BACKED BY THE LATEST AUDITED
RETAINED EARNINGS AND SHARE PREMIUM RESERVES
OF THE COM PANY; AND THAT AT THE DISCRETION OF
THE DIRECTORS OF THE COMPANY, THE SHARES O F
THE COMPANY TO BE PURCHASED ARE TO BE CANCELLED
AND/OR RETAINED AS TREASURY SHARES AND DISTRIBUTED
AS DIVIDENDS OR RESOLD ON BURSA MALAYSIA; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO
ALL ACTS AND THINGS TO GIVE EFFECT TO THE PURCHASE
WITH FULL POWERS TO ASSENT TO ANY CONDITION,
MODIFICATION, REVALUATIO N, VARIATION AND/OR
AMENDMENT IF ANY AS MAY BE IMPOSED BY THE RELEVANT
AUTHO RITIES AND/OR DO ALL SUCH ACTS AND THINGS
AS THE DIRECTORS MAY DEEM FIT AND EX PEDIENT
IN THE BEST INTEREST OF THE COMPANY; AUTHORITY
EXPIRES EARLIER THE CO NCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM AFTER THAT DATE IS
REQUIRED BY LAW TO BE HELD
6.4 APPROVE THE RENEWAL OF SHAREHOLDERS MANDATE Management For
FOR THE COMPANY AND ITS SUBSIDIAR IES TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WHICH ARE NECESSARY
FOR DAY-TO-DAY OPERATIONS INVOLVING THE INTEREST
O F DIRECTORS, MAJOR SHAREHOLDERS OR PERSONS
CONNECTED WITH THE DIRECTORS AND/OR MAJOR SHAREHOLDERS
OF THE COMPANY AND ITS SUBSIDIARIES RELATED
PARTIES , AS SPECIFIED: A) THE TRANSACTIONS ARE
CARRIED OUT IN THE ORDINARY COURSE OF BUSIN ESS
ON NORMAL COMMERCIAL TERMS WHICH ARE NOT MORE
FAVOURABLE TO THE RELATED PA RTIES THAN THOSE
GENERALLY AVAILABLE TO THE PUBLIC AND ARE NOT
TO THE DETRIMEN T OF THE MINORITY SHAREHOLDERS
OF THE COMPANY; AND B) DISCLOSURE IS MADE IN
T HE ANNUAL REPORT OF THE AGGREGATE VALUE OF
TRANSACTIONS CONDUCTED PURSUANT TO THE SHAREHOLDERS
MANDATE DURING THE FY; AUTHORITY EXPIRES THE
EARLIER THE CO NCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM AFTER THE DATE IT IS REQUIRED
TO BE HELD PURSUANT TO SECTI ON 143(1) OF THE
COMPANIES ACT, 1965 THE ACT BUT SHALL NOT
EXTEND TO SUCH E XTENSION AS MAY BE ALLOWED PURSUANT
TO SECTION 143(2) OF THE ACT AND AUTHORIZ E
THE DIRECTORS OF THE COMPANY TO COMPLETE AND
DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE
PROPOSED RENEWA L OF SHAREHOLDERS MANDATE
7. TRANSACT ANY OTHER BUSINESS Other Against
- ----------------------------------------------------------------------------------------------------------------------------
PT HANJAYA MANDALA SAMPOERNA TBK EGM Meeting Date: 10/27/2004
Issuer: Y7121Z146 ISIN: ID1000074008
SEDOL: 6404242, B01DNS6, B021ZJ4
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DISTRIBUTION OF PART OF THE COMPANY Management For
S RELATED EARNINGS AS CASH DIV IDEND
- ----------------------------------------------------------------------------------------------------------------------------
SIME DARBY BHD (MALAYSIA) AGM Meeting Date: 11/04/2004
Issuer: Y79551126 ISIN: MYL4197OO009
SEDOL: 4775434, 6808769, 6808770, B02HLJ4
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT AND THE FINANCIAL Management For
STATEMENTS FOR THE YE 30 JUN 2 004 AND THE AUDITORS
REPORT THEREON
2. DECLARE A FINAL DIVIDEND FOR THE YE 30 JUN 2004 Management For
3. RE-APPOINT MR. TUNKU TAN SRI DATO SERI AHMAD Management For
BIN TUNKU YAHAYA AS A DIRECTOR O F THE COMPANY
TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT
AGM, PURSUANT TO SECTION 129(6) OF THE COMPANIES
ACT 1965
4. RE-APPOINT MR. MICHAEL WONG PAKSHONG AS A DIRECTOR Management For
OF THE COMPANY TO HOLD OFFI CE UNTIL THE CONCLUSION
OF THE NEXT AGM, PURSUANT TO SECTION 129(6) OF
THE COM PANIES ACT 1965
5. RE-APPOINT MR. RAJA TAN SRI MUHAMMAD ALIAS BIN Management For
RAJA MUHAMMAD ALI AS A DIRECTOR OF THE COMPANY
TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT
AGM, PURSUANT TO SECTION 129(6) OF THE COMPANIES
ACT 1965
6. ELECT MR. DATO AHMAD ZUBAIR @ AHMAD ZUBIR BIN Management For
HAJI MURSHID AS A DIRECTOR
7. RE-ELECT MR. TAN SRI DATO SERI (DR.) AHMAD SARJI Management For
BIN ABDUL HAMID AS A DIRECTO R
8. RE-ELECT MR. MARTIN GILES MANEN AS A DIRECTOR Management For
9. RE-ELECT MR. TAN SRI DATUK DR. AHMAD TAJUDDIN Management For
BIN ALI AS A DIRECTOR
10. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
11. AUTHORIZE THE DIRECTORS, SUBJECT TO THE COMPANIES Management For
ACT 1965, THE ARTICLES OF AS SOCIATION OF THE
COMPANY AND THE APPROVALS OF THE RELEVANT GOVERNMENTAL/REGULA
TORY AUTHORITIES AND PURSUANT TO SECTION 132D
OF THE COMPANIES ACT 1965, TO AL LOT AND ISSUE
SHARES IN THE COMPANY AT ANY TIME UNTIL THE CONCLUSION
OF THE NE XT AGM AND UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AS THE DIRECTO RS MAY IN
THEIR ABSOLUTE DISCRETION DEEM FIT PROVIDED THAT
THE AGGREGATE NUMBE R OF SHARES TO BE ISSUED
DOES NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF TH E COMPANY
12. APPROVE THE COMPANY, SUBJECT ALWAYS TO THE COMPANIES Management For
ACT 1965 AND ALL OTHER AP PLICABLE LAWS GUIDELINES,
RULES AND REGULATIONS, TO UTILIZE UP TO AN AMOUNT
NO T EXCEEDING MYR 1 BILLION FROM THE RETAINED
PROFITS AND SHARE PREMIUM ACCOUNT OF THE COMPANY,
TO PURCHASE SUCH AMOUNT OF ORDINARY SHARES OF
MYR 0.50 EACH I N THE COMPANY AS MAY BE DETERMINED
BY THE DIRECTORS OF THE COMPANY FROM TIME T O
TIME THROUGH BURSA MALAYSIA SECURITIES BERHAD
UPON SUCH TERMS AND CONDITIONS AS THE DIRECTORS
MAY DEEM FIT AND EXPEDIENT IN THE INTERESTS OF
THE COMPANY P ROVIDED THAT THE AGGREGATE NUMBER
OF SHARES TO BE PURCHASED AND/OR HELD PURSUA
NT TO THIS RESOLUTION DOES NOT EXCEED 10% OF
THE ISSUED AND PAID-UP ORDINARY S HARE CAPITAL
OF THE COMPANY; AND AN AMOUNT NOT EXCEEDING A
TOTAL OF MYR 1 BILL ION, OUT OF THE COMPANY S
RETAINED PROFITS AND SHARE PREMIUM ACCOUNT BE
ALLOCA TED FOR THE SHARE BUY-BACK, USING INTERNALLY
GENERATED FUNDS; AUTHORITY EXPIR ES EARLIER
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRY OF THE PERIOD WITHIN WHICH THE
NEXT AGM IS REQUIRED BY LAW TO BE HELD ; AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO DECIDED
IN THEIR DISCRETION TO RETAIN THE ORD INARY SHARES
IN THE COMPANY SO PURCHASED BY THE COMPANY AS
TREASURY SHARES AND /OR TO CANCEL THEM AND/OR
RESELL THEM AND/OR TO DISTRIBUTE THEM AS SHARE
DIVID ENDS; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO TAKE ALL SUCH STEPS AS ARE NECESSARY
INCLUDING THE APPOINTMENT OF STOCKBROKING FIRMS
AND THE OPENING AN D MAINTAINING OF CENTRAL DEPOSITORY
ACCOUNTS DESIGNATED AS SHARE BUY-BACK ACCO UNTS
AND TO ENTER INTO ANY AGREEMENTS, ARRANGEMENTS
AND GUARANTEES WITH ANY P ARTY OR PARTIES TO
IMPLEMENT FINALISE AND GIVE FULL EFFECT TO THE
AFORESAID WI TH FULL POWERS TO ASSENT TO ANY
CONDITIONS, MODIFICATIONS, VARIATIONS AND/OR
A MENDMENTS IF ANY AS MAY BE IMPOSED BY THE
RELEVANT AUTHORITIES
13. APPROVE THE COMPANY AND/OR ITS SUBSIDIARY COMPANIES, Management For
SUBJECT TO THE COMPANIES ACT 1965, THE MEMORANDUM
AND THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND TH E LISTING REQUIREMENTS OF BURSA MALAYSIA
SECURITIES BERHAD, TO ENTER INTO ALL ARRANGEMENTS
AND/OR TRANSACTIONS INVOLVING THE INTERESTS OF
DIRECTORS, MAJOR S HAREHOLDERS OR PERSONS CONNECTED
WITH THE DIRECTORS AND/OR MAJOR SHAREHOLDERS
OF THE COMPANY AND/OR ITS SUBSIDIARY COMPANIES
RELATED PARTIES AS SPECIFIED PROVIDED THAT
SUCH ARRANGEMENTS AND/OR TRANSACTIONS ARE: I)
RECURRENT TRANSACT IONS OF A REVENUE OR TRADING
NATURE; II) NECESSARY FOR THE DAY-TO-DAY OPERATIO
NS; III) CARRIED OUT IN THE ORDINARY COURSE OF
BUSINESS ON NORMAL COMMERCIAL T ERMS WHICH ARE
NOT MORE FAVOURABLE TO THE RELATED PARTIES THAN
THOSE GENERALLY AVAILABLE TO THE PUBLIC; AND
IV) ARE NOT TO THE DETRIMENT OF THE MINORITY
SHA REHOLDERS THE MANDATE ; AUTHORITY EXPIRES
EARLIER THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM IS REQUIRED TO BE HELD PURSUANT
TO SECTION 143(1) OF THE COMPANIES ACT 1965 ;
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
COMPLETE AND DO ALL SUCH ACTS AN D THINGS INCLUDING
EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED
AS THEY M AY CONSIDER EXPEDIENT OR NECESSARY
TO GIVE EFFECT TO THE MANDATE
14. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against
AT ANY TIME AND FORM TIME TO T IME TO OFFER AND
TO GRANT MR. DATO AHMAD ZUBAIR @ AHMAD ZUBIR
BIN HAJI MURSHI D, BEING A FULL TIME EXECUTIVE
DIRECTOR OF THE COMPANY, OPTIONS TO SUBSCRIBE
F OR SUCH NUMBER OF ORDINARY SHARES IN THE SHARE
CAPITAL OF THE COMPANY AS THE B OARD OF DIRECTORS
DEEMS FIT, PROVIDED THAT SUCH NUMBER OF ORDINARY
SHARE SHALL NOT EXCEED HIS MAXIMUM ALLOWABLE
OF 350,000 NEW ORDINARY SHARES IN THE COMPAN
Y PURSUANT TO THE SIME DARBY EMPLOYEES SHARE
OPTION SCHEME, SUBJECT ALWAYS TO THE TERMS AND
CONDITIONS OF THE BYE-LAWS OF THE SCHEME AND/OR
ADJUSTMENTS THE RETO WHICH MAY BE MADE IN ACCORDANCE
WITH THE BYE-LAWS
- ----------------------------------------------------------------------------------------------------------------------------
JIANGXI COPPER CO LTD EGM Meeting Date: 11/26/2004
Issuer: Y4446C100 ISIN: CN0009070615
SEDOL: 0268916, 6000305
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, SUBJECT TO THE APPROVAL FROM THE RELEVANT Management For
GOVERNMENT AUTHORITIES IN T HE PEOPLE S REPUBLIC
OF CHINA (PRC) FOR THE PROPOSED BOND ISSUE, THE
ALLOTMENT AND ISSUE OF THE NEW A SHARES OF THE
COMPANY UPON CONVERSION OF THE CONVERTIB LE BONDS,
AND THE LISTING OF AND PERMISSION TO DEAL IN
THE CONVERTIBLE BONDS O N THE SHANGHAI STOCK
EXCHANGE: I) TO ALTER THE REGISTERED SHARE CAPITAL
OF THE COMPANY BY INCREASING THE NUMBER OF A
SHARES EQUAL TO THE NUMBER OF A SHARES TO BE
ISSUED PURSUANT TO THE CONVERSION OF THE CONVERTIBLE
BONDS; II) THE ISSU E BY THE COMPANY OF NOT MORE
THAN RMB 2,000,000,000 CONVERTIBLE BONDS CONVERTE
D INTO NEW A SHARES OF THE COMPANY AND AUTHORIZE
THE DIRECTORS OF THE COMPANY (1) TO FINALIZE
THE ISSUE OF THE CONVERTIBLE BONDS UPON SUCH
TERMS AND CONDITI ONS AS THE DIRECTORS OF THE
COMPANY MAY DECIDE AND (2) TO APPROVE AND EXECUTE
ANY DOCUMENT IN PURSUANCE THERETO AND (3) TO
EFFECT THE SAME AND TO ALLOT AND ISSUE THE NEW
A SHARES ARISING FROM THE CONVERSION OF THE CONVERTIBLE
BONDS, S UCH AUTHORITIES AS DESCRIBED IN POINT
(1) AND (2) TO EXPIRE ON 25 NOV 2005 UNL ESS
OTHERWISE REVOKED OR VARIED BY SHAREHOLDERS AT
GENERAL MEETING OR HOLDERS OF H SHARES OR HOLDERS
OF DOMESTIC SHARES AT CLASS MEETINGS, AS THE
CASE MAY B E; AND (III) TO AUTHORIZE THE DIRECTORS
OF THE COMPANY TO MAKE APPROPRIATE AND NECESSARY
AMENDMENTS TO THE RELEVANT PROVISIONS OF THE
ARTICLES OF ASSOCIATIO N OF THE COMPANY AS THEY
THINK FIT TO REFLECT THE ALTERATIONS AS CONTEMPLATED
UNDER THIS RESOLUTION
2. APPROVE THE USE OF THE PREVIOUS PROCEEDS OF THE Management For
COMPANY; THE TOTAL PROCEEDS FR OM THE ISSUE OF
230,000,000 A SHARES OF THE COMPANY AMOUNTED
TO RMB 510,140,00 0 WAS RECEIVED ON 28 DEC 2001;
THE NET AMOUNT OF RMB 494,850,000 AFTER DEDUCTI
ON OF ISSUING EXPENSES AMOUNTING TO RMB 15,290,000,
WHICH WAS ALL RECEIVED ON 28 DEC 2001 AND A SPECIFIC
REPORT ON CAPITAL VERIFICATION AS VERIFIED BY
DELOI TTE TOUCHE TOHMATSU SHANGHAI CERTIFIED
PUBLIC ACCOUNTANTS LIMITED WAS ISSUED; SUBSEQUENTLY,
THE PROCEEDS WAS INVESTED IN THE THIRD PHASE
PROJECT OF TECHNOLO GICAL RENOVATION OF GUIXI
SMELTER, THE ACQUISITION OF THE NET OPERATING
ASSETS OF WUSHAN COPPER MINE FROM JIANGXI COPPER
CORPORATION AND THE TECHNOLOGICAL RENOVATION
FOR OPEN-PIT MINING OF FUJIAWU COPPER MINE
3. APPROVE THE USE OF PROCEEDS FROM THE ISSUE OF Management For
NOT MORE THAN RMB 2,000,000,000 CONVERTIBLE BONDS
CONVERTIBLE INTO NEW A SHARES OF THE COMPANY
TO ACQUIRE THE OPERATING ASSETS AND MINING RIGHTS
OF CHENGMENSHAN MINE, TO INVEST THE TECHNOL OGICAL
RENOVATION PROJECT FOR OPEN-PIT MINING OF FUJIAWU
COPPER MINE AND THE A CQUISITION OF THE SURROUNDING
AREA THEREOF, TO DEVELOP AND IMPLEMENT THE COPPE
R RESOURCES PROJECTS, TO FINANCE THE WORKING
CAPITAL OF 400,000 TONNES SULPHUR ACID PROJECT;
AMONG THE NET PROCEEDS, 1) RMB 378,180,000 TO
BE INVESTED IN TH E ACQUISITION OF THE OPERATING
ASSETS AND MINING RIGHTS OF CHENGMENSHAN MINE;
2) RMB 881,050,000 TO BE INVESTED IN THE DEVELOPMENT
OF FUJIAWU COPPER MINE; 3) RMB 463,360,000 TO
BE INVESTED IN THE DEVELOPMENT AND IMPLEMENTATION
OF THE COPPER RESOURCES PROJECTS; 4) RMB 127,050,000
TO BE INVESTED IN THE 400,000 T ONNES SULPHUR
ACID PROJECT; AND 5) ANY BALANCE OF THE NET PROCEEDS
WILL BE USE D FOR GENERAL WORKING CAPITAL OF
THE COMPANY
4. APPROVE THE ACQUISITION AGREEMENT ENTERED INTO Management For
BETWEEN THE COMPANY AND JIANGXI COPPER CORPORATION
DATED 27 SEP 2004, PURSUANT TO WHICH JCC AGREED
TO SELL AN D THE COMPANY AGREED TO PURCHASE THE
OPERATING ASSETS AND RELATED LIABILITIES OF CHENGMENSHAN
MINE TOGETHER WITH THE MINING RIGHT THEREOF AT
THE AGGREGATE C ONSIDERATION OF RMB 378,188,600;
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
SIGN, SEAL, EXECUTE, PERFECT, DELIVER AND DO
ALL SUCH DOCUMENTS, DEEDS, ACTS, MATTERS AND
THINGS AS THEY MAY IN THEIR DISCRETION CONSIDER
NECESSARY OR DESI RABLE OR EXPEDIENT FOR THE
PURPOSE OF OR IN CONNECTION WITH THE AGREEMENT
AND TO MAKE AN AGREE SUCH VARIATIONS OF A NON-MATERIAL
NATURE IN OR TO THE TERMS O F THE AGREEMENT AS
THEY MAY IN THEIR DISCRETION CONSIDER TO BE DESIRABLE
AND I N THE INTERESTS OF THE COMPANY
- ----------------------------------------------------------------------------------------------------------------------------
JIANGXI COPPER CO LTD CLS Meeting Date: 11/26/2004
Issuer: Y4446C100 ISIN: CN0009070615
SEDOL: 0268916, 6000305
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THAT, SUBJECT TO THE APPROVAL(S) FROM Management For
THE RELEVANT GOVERNMENT AUTHORIT IES IN THE PEOPLE
S REPUBLIC OF CHINA PRC FOR THE PROPOSED
BOND ISSUE AS SPECIFIED , THE ALLOTMENT AND
ISSUE OF THE NEW A SHARES OF THE COMPANY UPON
CO NVERSION OF THE CONVERTIBLE BONDS AS HEREINAFTER
DEFINED , AND THE LISTING OF AND THE LISTING
OF AND PERMISSION TO DEAL IN THE CONVERTIBLE
BONDS AS HEREIN AFTER DEFINED ON THE SHANGHAI
STOCK EXCHANGE WHETHER ON A CONDITIONAL BASIS
OR NOT : I) TO ALTER THE REGISTERED SHARE CAPITAL
OF THE COMPANY BY INCREASING THE NUMBER OF A
SHARES EQUAL TO THE NUMBER OF A SHARES TO BE
ISSUED FROM TIME TO TIME PURSUANT TO THE CONVERSION
OF THE CONVERTIBLE BONDS AS HEREINAFTER D EFINED
AS MENTIONED IN POINT II) AHEAD; II) THE PROPOSED
ISSUE BY THE COMPANY OF NOT MORE THAN RMB 2,000,000,000
CONVERTIBLE BONDS CONVERTIBLE INTO NEW A S HARES
OF THE COMPANY THE CONVERTIBLE BONDS , UPON
SUCH TERMS AND CONDITIONS AS SPECIFIED SUBJECT
TO ANY AMENDMENTS AS THE DIRECTORS OF THE COMPANY
MAY A PPROVE AND AUTHORIZE THE DIRECTORS OF
THE COMPANY: 1) TO FINALIZE THE CONVERT IBLE
BONDS UPON SUCH TERMS AND CONDITIONS AS THE DIRECTORS
OF THE COMPANY MAY DECIDE; AND 2) TO APPROVE
AND EXECUTE OR APPROVE THE EXECUTION OF ANY
DOCUME NT IN PURSUANCE THERETO; AND 3) TO EFFECT
THE SAME AND TO ALLOT AND ISSUE THE NEW A SHARES
ARISING FROM THE CONVERSION OF THE CONVERTIBLE
BONDS, SUCH AUTHOR ITIES AS SPECIFIED IN POINT
1) AND 2) TO EXPIRE ON 25 NOV 2005 UNLESS OTHERWIS
E REVOKED OR VARIED BY SHAREHOLDERS AT GENERAL
MEETINGS OR HOLDERS OF H SHARES OR HOLDERS OF
DOMESTIC SHARES AT CLASS MEETINGS AS THE CASE
MAY BE; III) AUTH ORIZE THE DIRECTORS OF THE
COMPANY TO MAKE APPROPRIATE AND NECESSARY AMENDMENT
S TO THE RELEVANT PROVISION OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AS T HEY THINK FIT
TO REFLECT THE ALTERATIONS INCLUDING BUT NOT
LIMITED TO THE ALT ERATION TO IN THE REGISTERED
SHARE CAPITAL OF THE COMPANY AS CONTEMPLATED
UND ER THIS RESOLUTION; AND IV) TO WAIVE THEIR
PRE-EMPTIVE RIGHTS IF ANY OVER AN Y CONVERTIBLE
BONDS AND NEW A SHARES TO BE ISSUED PURSUANT
TO THE EXERCISE OF THE CONVERSION RIGHT OF CONVERTIBLE
BONDS
- ----------------------------------------------------------------------------------------------------------------------------
HENDERSON LAND DEVELOPMENT CO LTD AGM Meeting Date: 12/06/2004
Issuer: Y31476107 ISIN: HK0012000102
SEDOL: 5754034, 6420055, 6420538
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED STATEMENT OF Management For
THE ACCOUNTS AND THE REPORTS OF T HE DIRECTORS
AND THE AUDITORS FOR THE YE 30 JUN 2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT THE RETIRING DIRECTORS AND AUTHORIZE Management For
THE BOARD OF DIRECTORS TO FIX TH E DIRECTORS
REMUNERATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.A AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management For
SHARES OF HKD 2.00 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HO NG KONG LIMITED OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE
BEEN OR MAY BE LISTED AND RECOGNIZED BY THE STOCK
EXCHANGE AND THE SECUR ITIES AND FUTURES COMMISSION
UNDER THE HONG KONG CODE ON SHARE REPURCHASES
FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
FROM TIME TO TIM E, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPIT AL OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF T HE COMPANY IS TO BE HELD BY
LAW
5.B AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For
WITH ADDITIONAL SHARES OF THE COMPANY AND MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING
AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING
THE AGGREGATE OF 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY,
OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE;
OR II) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT;
OR III) AN ISSUE OF SHARES IN THE COMPANY OR
IV) THE EXERCISE OF THE CONVERSION RIGHTS O R
V) ANY SCRIP DIVIDEND PURSUANT TO THE ARTICLES
OF ASSOCIATION
5.C 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 5.B, BY AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION
5.A, PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE I
SSUED SHARE CAPITAL OF THE COMPANY AT THE DATE
OF PASSING THIS RESOLUTION
5.D APPROVE THAT THE AUTHORIZED SHARE CAPITAL OF Management For
THE COMPANY BE INCREASED FROM HKD 4,000,000,000
TO HKD 5,200,000,000 BY THE CREATION OF 600,000,000
ADDITIONAL NEW ORDINARY SHARES OF HKD 2.00 EACH
RANKING IN ALL RESPECTS PARI PASSU WITH T HE
EXISTING SHARES IN THE COMPANY
S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management For
A) BY DELETING A DEFINITION IN ARTICLE 2 AND
SUBSTITUTING IT WITH NEW ONE; B) BY DELETING
SOME WORDS IN AR TICLE 16 AND SUBSTITUTING WITH
NEW ONE; C) BY DELETING SOME WORDS IN ARTICLE
4 3 AND SUBSTITUTING WITH NEW ONE; D) BY ADDING
SOME WORDS IN ARTICLE 80; E) BY INSERTING NEW
ARTICLE 89A IMMEDIATELY AFTER ARTICLE 89; F)
BY DELETING SOME WO RDS IN ARTICLE 106(A) AND
SUBSTITUTING WITH NEW ONE; G) BY DELETING THE
EXISTI NG ARTICLE 107(D) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; H) BY DELET ING
THE EXISTING ARTICLE 107(E) IN TIS ENTIRETY AND
SUBSTITUTING WITH A NEW ON E; I) BY DELETING
THE EXISTING ARTICLE 107(G) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; J) BY DELETING THE
EXISTING ARTICLE 107(H) IN ITS ENTIRETY AN D
SUBSTITUTING WITH A NEW ONE; K) BY DELETING THE
EXISTING ARTICLE 107(I) IN I TS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; L) BY DELETING THE
EXISTING ARTIC LE 107(J) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; M) BY DELETING THE
EXISTING ARTICLE 107(K) IN ITS ENTIRETY AND SUBSTITUTING
WITH A NEW ONE; N) BY DELETING THE EXISTING ARTICLE
120 IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW
ONE; O) BY DELETING SOME WORDS IN ARTICLE 122
AND SUBSTITUTING WITH NEW ONE; P) BY DELETING
SOME WORDS IN ARTICLE 182(A); Q) BY ADDING A
NEW ARTICLE 182(C) IMMEDIATELY AFTER 182(B)
- ----------------------------------------------------------------------------------------------------------------------------
HENDERSON LAND DEVELOPMENT CO LTD AGM Meeting Date: 12/06/2004
Issuer: Y31476107 ISIN: HK0012000102
SEDOL: 5754034, 6420055, 6420538
- ----------------------------------------------------------------------------------------------------------------------------
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
207196 DUE TO CHANGE IN THE A GENDA AND RECORD
DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISR EGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. RECEIVE AND APPROVE THE AUDITED STATEMENT OF Management For
THE ACCOUNTS AND THE REPORTS OF T HE DIRECTORS
AND THE AUDITORS FOR THE YE 30 JUN 2004
2. DECLARE A FINAL DIVIDEND Management For
3.a RE-ELECT MR. GORDON KWONG CHE KEUNG AS A DIRECTOR Management For
3.b RE-ELECT MR. ALEX WU SHU CHIH AS A DIRECTOR Management For
3.c RE-ELECT MR. KO PING KEUNG AS A DIRECTOR Management For
3.d RE-ELECT MR. LEE SHAU KEE AS A DIRECTOR Management For
3.e RE-ELECT MR. FUNG LEE WOON KING AS A DIRECTOR Management For
3.f RE-ELECT MR. LO TAK SHING AS A DIRECTOR Management For
3.g RE-ELECT MR. PO-SHING WOO AS A DIRECTOR Management For
3.h RE-ELECT MR. LEUNG HAY MAN AS A DIRECTOR Management For
3.i RE-ELECT MR. LI NING AS A DIRECTOR Management For
3.j AUTHORIZE THE BOARD TO FIX DIRECTORS REMUNERATION Management For
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.a AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management For
SHARES OF HKD 2.00 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HO NG KONG LIMITED OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE
BEEN OR MAY BE LISTED AND RECOGNIZED BY THE STOCK
EXCHANGE AND THE SECUR ITIES AND FUTURES COMMISSION
UNDER THE HONG KONG CODE ON SHARE REPURCHASES
FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
FROM TIME TO TIM E, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPIT AL OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF T HE COMPANY IS TO BE HELD BY
LAW
5.b AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For
WITH ADDITIONAL SHARES OF THE COMPANY AND MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING
AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING
THE AGGREGATE OF 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY,
OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE;
OR II) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT;
OR III) AN ISSUE OF SHARES IN THE COMPANY OR
IV) THE EXERCISE OF THE CONVERSION RIGHTS O R
V) ANY SCRIP DIVIDEND PURSUANT TO THE ARTICLES
OF ASSOCIATION
5.c 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 5.B, BY AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION
5.A, PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE I
SSUED SHARE CAPITAL OF THE COMPANY AT THE DATE
OF PASSING THIS RESOLUTION
5.d APPROVE THAT THE AUTHORIZED SHARE CAPITAL OF Management For
THE COMPANY BE INCREASED FROM HKD 4,000,000,000
TO HKD 5,200,000,000 BY THE CREATION OF 600,000,000
ADDITIONAL NEW ORDINARY SHARES OF HKD 2.00 EACH
RANKING IN ALL RESPECTS PARI PASSU WITH T HE
EXISTING SHARES IN THE COMPANY
S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management For
A) BY DELETING A DEFINITION IN ARTICLE 2 AND
SUBSTITUTING IT WITH NEW ONE; B) BY DELETING
SOME WORDS IN AR TICLE 16 AND SUBSTITUTING WITH
NEW ONE; C) BY DELETING SOME WORDS IN ARTICLE
4 3 AND SUBSTITUTING WITH NEW ONE; D) BY ADDING
SOME WORDS IN ARTICLE 80; E) BY INSERTING NEW
ARTICLE 89A IMMEDIATELY AFTER ARTICLE 89; F)
BY DELETING SOME WO RDS IN ARTICLE 106(A) AND
SUBSTITUTING WITH NEW ONE; G) BY DELETING THE
EXISTI NG ARTICLE 107(D) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; H) BY DELET ING
THE EXISTING ARTICLE 107(E) IN TIS ENTIRETY AND
SUBSTITUTING WITH A NEW ON E; I) BY DELETING
THE EXISTING ARTICLE 107(G) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; J) BY DELETING THE
EXISTING ARTICLE 107(H) IN ITS ENTIRETY AN D
SUBSTITUTING WITH A NEW ONE; K) BY DELETING THE
EXISTING ARTICLE 107(I) IN I TS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; L) BY DELETING THE
EXISTING ARTIC LE 107(J) IN ITS ENTIRETY AND
SUBSTITUTING WITH A NEW ONE; M) BY DELETING THE
EXISTING ARTICLE 107(K) IN ITS ENTIRETY AND SUBSTITUTING
WITH A NEW ONE; N) BY DELETING THE EXISTING ARTICLE
120 IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW
ONE; O) BY DELETING SOME WORDS IN ARTICLE 122
AND SUBSTITUTING WITH NEW ONE; P) BY DELETING
SOME WORDS IN ARTICLE 182(A); Q) BY ADDING A
NEW ARTICLE 182(C) IMMEDIATELY AFTER 182(B)
- ----------------------------------------------------------------------------------------------------------------------------
SUN HUNG KAI PROPERTIES LTD AGM Meeting Date: 12/09/2004
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 AUTHORIZE THE BOARD Management For
OF DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For
OF DIRECTORS OF THE COMPANY 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 OR
ANY OTH ER STOCK EXCHANGE ON WHICH THE SHARES
OF THE COMPANY HAVE BEEN OR MAY BE LISTE D AND
RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION
OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG
LIMITED UNDER THE HONG KONG CODE ON SHARE REPURCH
ASES FOR SUCH PURPOSES, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT 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 EXPIRATION OF THE PERIOD WITH
IN WHICH THE NEXT AGM OF THE COMPANY IS TO BE
HELD BY LAW
6. 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, 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 PLUS THE NOMINAL
AMOUNT OF SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS
RESOLUTION, OTHERWISE THAN PURSUANT TO: I) A
RIGHTS ISSUE; OR II) ANY OPTION SCHEME OR SIMILAR
ARRANGEMENT; OR III) ANY SC RIP DIVIDEND OR SIMILAR
ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF
THE CON CLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
7. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWERS Management For
OF THE COMPANY REFERRED TO IN R ESOLUTION 6 IN
RESPECT OF THE SHARE CAPITAL OF THE COMPANY REFERRED
TO IN RESO LUTION 6 OF SUCH RESOLUTION
S.8 ADOPT THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
TO THE EXCLUSION OF AND IN SU BSTITUTION FOR
ALL THE EXISTING ARTICLES OF ASSOCIATION OF THE
COMPANY
9. TRANSACT ANY OTHER BUSINESS Other Against
- ----------------------------------------------------------------------------------------------------------------------------
INFOSYS TECHNOLOGIES LTD EGM Meeting Date: 12/18/2004
Issuer: Y4082C133 ISIN: INE009A01021
SEDOL: 2723383, 6099574, 6205122
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE BOARD OF DIRECTORS ON BEHALF OF Management For
THE COMPANY, SUBJECT TO THE APPR OVAL, CONSENT,
PERMISSION AND SANCTION OF THE FOREIGN INVESTMENT
PROMOTION BOA RD, GOVERNMENT OF INDIA, RESERVE
BANK OF INDIA, MINISTRY OF FINANCE, DEPARTMEN
T OF COMPANY AFFAIRS, SECURITIES AND EXCHANGE
BOARD OF INDIA AND ANY OTHER APP ROPRIATE AUTHORITIES,
INSTITUTION OR REGULATORS AS MAY BE NECESSARY
AND SUBJEC T TO SUCH CONDITIONS AS MAY BE PRESCRIBED
BY ANY OF THEM IN GRANTING ANY SUCH APPROVAL,
CONSENT, PERMISSION OR SANCTION AND IN ACCORDANCE
WITH REGULATION 4B OF THE FEMA NOTIFICATION NO.
41/2001 DATED 02 MAR 2001 AND THE OPERATIVE GUID
ELINES FOR DISINVESTMENT OF SHARES BY THE INDIAN
COMPANIES IN THE OVERSEAS MAR KET THROUGH ISSUE
OF ADRS/GDRS AS NOTIFIED BY THE GOVERNMENT OF
INDIA, MINISTR Y OF FINANCE VIDE NOTIFICATION
NO. 15/23/99 NRI DATED 29 JUL 2002 AND PUBLISHE
D IN THE RESERVE BANK OF INDIA AS SPECIFIED,
TO SPONSOR THE ISSUE OF AMERICAN DEPOSITARY SHARES
ADSS WITH DEUTSCHE BANK TRUST COMPANIES AMERICA
OVERSEAS DEPOSITARY AGAINST EXISTING EQUITY
SHARES OF THE COMPANY DEPOSITED BY THE SHA REHOLDERS
OF THE COMPANY EQUITY SHAREHOLDERS PURSUANT
TO AN OPTION GIVEN TO ALL EQUITY SHAREHOLDERS
IN TERMS OF THE SPONSORED ADR REGULATIONS SPONSORED
A DS OFFERING ON SUCH TERMS AND CONDITIONS AS
THE BOARD MAY IN ITS ABSOLUTE DIS CRETION DEEM
FIT AND TO CAUSE ALLOTMENT TO THE INVESTORS IN
SUCH FOREIGN MARKE TS WHETHER INSTITUTIONS AND/OR
INCORPORATED BODIES AND/OR INDIVIDUALS OR OTHE
RWISE AND WHETHER SUCH INVESTORS ARE MEMBERS
OF THE COMPANY OR OTHERWISE OF A DSS BY THE
OVERSEAS DEPOSITARY, WHERE EACH SUCH ADSS SHALL
REPRESENT 1 EXISTIN G FULLY PAID UP EQUITY SHARE
OF PAR VALUE INR 5 PER SHARE, DEPOSITED PURSUANT
TO THE SPONSORED ADS OFFERING AND THE SIZE OF
THE SPONSORED ADS OFFERING AND T HE SIZE OF THE
SPONSORED ADS OFFERING SHALL NOT EXCEED 1,60,00,000
EQUITY SHAR ES INCLUDING THE OVER ALLOTMENT OPTION,
IF ANY, AS DECIDED BY THE COMPANY/UNDE RWRITERS;
APPROVE THAT THE COMPANY SHALL SPONSOR THROUGH
THE OVERSEAS DEPOSITO RY THE ISSUE OF ADSS REPRESENTING
THE UNDERLYING THE EQUITY SHARES DEPOSITED P
URSUANT TO THE SPONSORED ADS OFFERING; AUTHORIZE
THE BOARD AND OTHER DESIGNATE D OFFICERS OF THE
COMPANY ON BEHALF OF THE COMPANY, FOR THE PURPOSE
OF GIVING EFFECT TO THE SPONSORED ADS OFFERING
OR THE ALLOTMENT OF ADSS, TO DO ALL ACTS AND
TO ENTER INTO AGREEMENTS, DEEDS, DOCUMENTS AND/OR
INCUR COSTS IN CONNECTIO N WITH THE SPONSORED
ADS OFFERING AND TO DO THINGS AS IT MAY AT ITS
DISCRETION DEEM NECESSARY OR DESIRABLE FOR SUCH
PURPOSE INCLUDING WITHOUT LIMITATION, CI RCULATION
OF THE INVITATION TO OFFER TO ALL THE EQUITY
SHAREHOLDERS, FILING A REGISTRATION STATEMENT
AND OTHER DOCUMENTS WITH THE UNITED STATES SECURITIES
A ND EXCHANGE COMMISSION SEC AND ANY OTHER
REGULATOR, LISTING THE SECURITIES O N THE NASDAQ
NATIONAL MARKET AND OTHER FOREIGN MARKETS, IF
ANY, ENTERING INTO UNDERWRITING, INDEMNIFICATIONS,
ESCROW, MARKETING AND DEPOSITARY ARRANGEMENTS
IN CONNECTION WITH THE SPONSORED ADS OFFERING,
AS IT MAY IN ABSOLUTE DISCRETIO N DEEM FIT; APPROVE
THE PRICING OF SPONSORED ADS OFFERING BE DETERMINED
BY THE UNDERWRITERS, IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION 4B (I) OF THE F EMA NOTIFICATION
NO. 41/2001 DATED 02 MAR 2001; AUTHORIZE THE
BOARD TO DETERMI NE ALL TERMS AND CONDITIONS
OF THE SPONSORED ADS OFFERING, SETTLE ALL QUESTION
., DIFFICULTIES OR DOUBTS THAT MAY ARISE IN REGARD
TO THE SPONSORED ADS OFFERI NG, OFFER OR ALLOTMENT
OF ADSS AND IN COMPLYING WITH THE SPONSORED ADR
REGULAT IONS, AS IT MAY IN ITS ABSOLUTE DISCRETION
DEEM FIT, WITHOUT BEING REQUIRED TO SEEK ANY
FURTHER CLARIFICATION, CONSENT OR APPROVAL OF
THE MEMBERS OR OTHERWI SE TO THE END AND INTENT
THAT THE MEMBERS SHALL BE DEEMED TO HAVE GIVEN;
AND A UTHORIZE THE BOARD TO DELEGATE ALL OR ANY
OF ITS POWERS CONFERRED TO ANY COMMI TTEE OF
THE DIRECTORS OF THE CHIEF EXECUTIVE OFFICER
OR ANY EXECUTIVE DIRECTOR OR DIRECTORS OR ANY
OTHER OFFICER OR OFFICERS OF THE COMPANY TO GIVE
EFFECT T O THESE AFORESAID RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal
AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- ----------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD EGM Meeting Date: 12/21/2004
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. AMEND THE ARTICLES OF INCORPORATION Management
- ----------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD EGM Meeting Date: 12/21/2004
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
- ----------------------------------------------------------------------------------------------------------------------------
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
208106 DUE TO CHANGE IN THE A GENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. APPROVE TO REVISE THE ARTICLES OF INCORPORATION, Management For
WITH REGARDS TO ITS DIVIDEND POLICY, THE REVISION
CALLS FOR FUTURE DIVIDEND DISTRIBUTION TO BE
MADE PREFERA BLY BY WAY OF CASH DIVIDEND
2. APPROVE THAT THE STOCK DIVIDEND SHALL NOT EXCEED Management For
50% OF TOTAL DISTRIBUTION
- ----------------------------------------------------------------------------------------------------------------------------
GUANGSHEN RY LTD EGM Meeting Date: 12/30/2004
Issuer: Y2930P108 ISIN: CN0009007393
SEDOL: 6388700, B01XL60
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND RATIFY, SUBJECT TO THE PASSING OF Management For
THE RESOLUTION S.1 BELOW, THE CO NDITIONAL SALE
AND PURCHASE AGREEMENT ENTERED INTO BETWEEN GUANGZHOU
RAILWAY G ROUP YANG CHENG RAILWAY COMPANY YANG
CHENG AND THE COMPANY DATED 15 NOV 20 04 THE
ACQUISITION AGREEMENT , AS SPECIFIED AND AUTHORIZE
ANY ONE DIRECTOR OF THE COMPANY TO DO ALL SUCH
FURTHER ACTS AND THINGS AND EXECUTE SUCH FURTHER
DOCUMENTS AND TAKE ALL STEPS WHICH IN HIS/HER
OPINION MAY BE NECESSARY, DESIR ABLE AND EXPEDIENT
TO IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS
OF THE ACQUISI TION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREUNDER
2. APPROVE AND RATIFY, SUBJECT TO THE PASSING OF Management For
THE RESOLUTION 1: A) THE CONDITI ONAL LEASING
AGREEMENT ENTERED INTO BETWEEN GUANGZHOU RAILWAY
(GROUP) COMPANY THE PARENT COMPANY AND THE
COMPANY DATED 15 NOV 2004 THE LEASING AGREEME
NT ; B) THE CONDITIONAL COMPREHENSIVE SERVICES
AGREEMENT ENTERED INTO BETWEEN THE PARENT COMPANY
AND THE COMPANY DATED 15 NOV 2004 THE PARENT
COMPREHENSI VE SERVICES AGREEMENT ; AND C) THE
CONDITIONAL COMPREHENSIVE SERVICES AGREEME NT
ENTERED INTO BETWEEN YANG CHENG AND THE COMPANY
DATED 15 NOV 2004 THE YC COMPREHENSIVE SERVICES
AGREEMENT , THE LEASING AGREEMENT, THE PARENT
COMPREH ENSIVE SERVICES AGREEMENT AND THE YC
COMPREHENSIVE SERVICES AGREEMENT COLLECTI VELY
BE REFERRED TO AS THE ONGOING CONNECTED TRANSACTIONS
AGREEMENTS , AS SP ECIFIED, AND THE TRANSACTIONS
CONTEMPLATED THEREUNDER AS SPECIFIED, WHICH THE
COMPANY EXPECTS TO OCCUR ON A REGULAR AND CONTINUOUS
BASIS IN ITS ORDINARY COU RSE OF BUSINESS, TOGETHER
WITH THE PROPOSED ANNUAL CAPS AS SET OUT THEREIN
IN RELATION TO EACH TYPE OF ONGOING CONNECTED
TRANSACTION AND AUTHORIZE ANY ONE D IRECTOR OF
THE COMPANY TO DO ALL SUCH FURTHER ACTS AND THINGS
AND EXECUTE SUCH FURTHER DOCUMENTS AND TAKE ALL
SUCH STEPS WHICH IN HIS/HER OPINION MAY BE NEC
ESSARY, DESIRABLE AND EXPEDIENT TO IMPLEMENT
AND/ OR GIVE EFFECT TO THE TERMS OF SUCH CONNECTED
TRANSACTIONS
3. AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For
THE RESOLUTION S.1 BELOW, TO HA NDLE FOR AND
ON BEHALF OF THE COMPANY ALL MATTERS RELEVANT
TO THE A SHARE ISSU E AS SPECIFIED
4. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For
S.1 BELOW AND THE COMPLETION OF THE A SHARE ISSUE,
THAT THE EXISTING AND NEW SHAREHOLDERS OF THE
COMPANY W ILL BE ENTITLED TO SHARING THE UNDISTRIBUTED
RETAINED PROFITS OF THE COMPANY A FTER THE DISTRIBUTION
OF PROFITS FOR THE YEAR 2004
5. APPROVE AND ADOPT, SUBJECT TO THE PASSING OF Management For
THE RESOLUTION S.1 AND THE COMPLE TION OF THE
A SHARE ISSUE, THE DECISION MAKING SYSTEM CONCERNING
CONNECTED TR ANSACTIONS OF THE COMPANY
6. APPROVE AND ADOPT, SUBJECT TO THE PASSING OF Management For
THE RESOLUTION S.1 BELOW AND THE COMPLETION OF
THE A SHARE ISSUE, THE WORKING REGULATIONS FOR
INDEPENDENT DIRE CTORS OF THE COMPANY
7. APPROVE AND ADOPT, SUBJECT TO THE PASSING OF Management For
THE RESOLUTION S.1 AND THE COMPLE TION OF THE
A SHARE ISSUE, THE SYSTEM FOR SHAREHOLDERS
GENERAL MEETING AMEN DED
8. APPROVE THE TERMINATION OF THE ENGAGEMENT OF Management For
MR. FENG QIFU AS A DIRECTOR OF TH E COMPANY
9. APPOINT MR. LI KELIE AS A DIRECTOR OF THE COMPANY Management For
S.1 APPROVE, SUBJECT TO THE APPROVAL AT: I) THE CLASS Management For
MEETING OF HOLDERS OF DOMEST IC SHARES OF THE
COMPANY; AND II) THE CLASS MEETING OF HOLDER
OF H SHARES OF T HE COMPANY, AND THE PASSING
OF THE RESOLUTION 1 ABOVE, THE APPLICATION FOR
THE PUBLIC ISSUE OF RENMINBI-DENOMINATED ORDINARY
SHARES OF THE COMPANY THE A S HARE ISSUE ,
STRUCTURE AS SPECIFIED, THE PAR VALUE OF EACH
A SHARE IS RENMINB I 1.00 AND SIZE OF A SHARE
ISSUE BE NOT MORE THAN 2.75 BILLION A SHARES;
APPR OVAL IS VALID FOR ONE YEAR FROM THE DATE
OF APPROVAL
S.2 AMEND THE ARTICLES OF ASSOCIATION; AND AUTHORIZE Management For
THE BOARD TO DO ALL SUCH FURT HER ACTS AND THINGS
AND TAKE ALL STEPS WHICH IN ITS OPINION MAY BE
NECESSARY, DESIRABLE AND EXPEDIENT TO GIVE EFFECT
TO SUCH AMENDMENT, INCLUDING BUT NOT LI MITED
TO APPLICATION FOR APPROVAL OF, REGISTRATION
OF OR FILING THE AMENDMENTS WITH THE RELEVANT
GOVERNMENTAL BODIES OF THE PRC AND HONG KONG
AND MAKING FUR THER AMENDMENTS AS GOVERNMENTAL
BODIES OF THE PRC MAY REQUIRE
S.3 APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For
S.1 ABOVE AND THE COMPLETION OF THE A SHARE ISSUE:
A) TO ADOPT THE ARTICLES OF ASSOCIATION OF THE
COMPANY, AS SPECIFIED; AND B) AUTHORIZE THE BOARD
TO DO ALL SUCH FURTHER ACTS AND THIN GS AND TAKE
ALL STEPS WHICH IN ITS OPINION MAY BE NECESSARY,
DESIRABLE AND EXP EDIENT TO GIVE EFFECT TO SUCH
APPROVAL AND ADOPTION, INCLUDING BUT NOT LIMITED
TO APPLICATION FOR APPROVAL OF, REGISTRATION
OF OR FILING THE ARTICLES OF ASS OCIATION WITH
THE RELEVANT GOVERNMENTAL BODIES OF THE PRC AND
HONG KONG AND MA KING FURTHER AMENDMENTS AS GOVERNMENTAL
BODIES OF THE PRC MAY REQUIRE
- ----------------------------------------------------------------------------------------------------------------------------
GUANGSHEN RY LTD CLS Meeting Date: 12/30/2004
Issuer: Y2930P108 ISIN: CN0009007393
SEDOL: 6388700, B01XL60
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE SUBJECT TO: I) THE CLS MEETING OF DOMESTIC Management For
SHARES OF THE COMPANY; AND II) THE EGM OF THE
SHAREHOLDERS OF THE COMPANY, THE APPLICATION
FOR THE PUBLIC ISSUE OF RENMINBIDENOMINATED ORDINARY
SHARES OF THE COMPANY OF RENMINBI 1.00 EACH
THE A SHARE ISSUE , STRUCTURE AS SPECIFIED, THE
PAR VALUE OF EACH A SHAR E IS RENMINBI 1.00 AND
SIZE OF A SHARE ISSUE BE NOT MORE THAN 2.75 BILLION
A S HARES; APPROVAL IS VALID FOR ONE YEAR FROM
THE DATE OF APPROVAL
- ----------------------------------------------------------------------------------------------------------------------------
LIFESTYLE INTERNATIONAL HOLDINGS LTD EGM Meeting Date: 12/30/2004
Issuer: G54856102 ISIN: KYG548561029
SEDOL: B00LN47, B05PR19
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE, RATIFY AND CONFIRM THE TENANCY AGREEMENT, Management For
AS SPECIFIED AND THE TERMS OF THE TRANSACTIONS
CONTEMPLATED UNDER THE TENANCY AGREEMENT AND
THE IMPLEMENT ATION THEREOF; AND THE PROPOSED
CAPS IN RELATION TO THE RENTAL AND MANAGEMENT
FEE PAYABLE UNDER THE TENANCY AGREEMENT AS SPECIFIED
2. APPROVE, RATIFY AND CONFIRM THE IMPROVEMENT WORKS, Management For
AS SPECIFIED AND THE TERMS OF THE TRANSACTIONS
CONTEMPLATED THEREUNDER; AND THE PROPOSED CAP
IN RELATION TO THE IMPROVEMENT WORKS AS SPECIFIED
3. APPROVE, RATIFY AND CONFIRM THE SHAREHOLDER S Management For
LOAN, AS SPECIFIED AND THE TERMS OF THE TRANSACTIONS
CONTEMPLATED THEREUNDER
- ----------------------------------------------------------------------------------------------------------------------------
JIANGXI COPPER CO LTD EGM Meeting Date: 01/20/2005
Issuer: Y4446C100 ISIN: CN0009070615
SEDOL: 0268916, 6000305
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE, RATIFY AND CONFIRM THAT: I) THE CONSOLIDATED Management For
INDUSTRIAL SERVICES AGRE EMENT THE CONSOLIDATED
INDUSTRIAL SERVICES AGREEMENT ENTERED IN TO
BETWEEN THE COMPANY AND JIANGXI COPPER CORPORATION
JCC ON 16 NOV 2004 IN RESPECT OF THE PROVISION
OF VARIOUS INDUSTRIAL SERVICES BY JCC TO THE
COMPANY SUBJECT TO OTHER TERMS AND CONDITIONS
AS SPECIFIED IN THE CONSOLIDATED INDUSTRIAL SERVICE
S AGREEMENT AS SPECIFIED AND THE TRANSACTION
CONTEMPLATED THEREUNDER; II) TH E MAXIMUM LIMIT
OF THE AMOUNT INVOLVED UNDER THE CONSOLIDATED
INDUSTRIAL SERVI CES AGREEMENT FOR THE THREE
FINANCIAL YEARS ENDING 31 DEC 2007 WILL NOT EXCEED
RMB 528,495,000, RMB 568,512,000 AND RMB 625,829,000
RESPECTIVELY; AND III) A UTHORIZE THE DIRECTORS
OF THE COMPANY FOR AND ON BEHALF OF THE COMPANY
TO SIGN , SEAL EXECUTE, PERFECT, DELIVER AND
DO ALL SUCH DOCUMENTS, DEEDS, ACTS, MATTE RS
AND THINGS AS THEY MAY IN THEIR DISCRETION CONSIDER
NECESSARY OR DESIRABLE OR EXPEDIENT FOR THE PURPOSE
OF OR IN CONNECTION WITH THE CONSOLIDATED INDUSTR
IAL SERVICES AGREEMENT AND TO MAKE AND AGREE
SUCH VARIATIONS OF A NON-MATERIAL NATURE IN OR
TO THE TERMS OF THE CONSOLIDATED INDUSTRIAL SERVICES
AGREEMENT A S THEY MAY IN THEIR DISCRETION CONSIDER
TO BE DESIRABLE AND IN THE INTERESTS O F THE COMPANY
2. APPROVE, RATIFY AND CONFIRM THAT: I) THE CONSOLIDATED Management For
SUPPLY AGREEMENT THE CO NSOLIDATED SUPPLY AGREEMENT
ENTERED IN TO BETWEEN THE COMPANY AND JIANGXI
CO PPER CORPORATION JCC ON 16 NOV 2004 IN RESPECT
OF, INTER ALIA, MATERIALS AND PARTS BETWEEN JCC
AND THE COMPANY SUBJECT TO OTHER TERMS AND CONDITIONS
AS SP ECIFIED IN THE CONSOLIDATED SUPPLY AGREEMENT
AS SPECIFIED AND THE TRANSACTIO N CONTEMPLATED
THEREUNDER; II) THE MAXIMUM LIMIT OF THE AMOUNT
INVOLVED UNDER THE CONSOLIDATED SUPPLY AGREEMENT
FOR THE THREE FINANCIAL YEARS ENDING 31 DEC 2007
WILL NOT EXCEED RMB 5,666,395,000, RMB 6,793,077,000
AND RMB 6,884,565,00 0 RESPECTIVELY; AND III)
AUTHORIZE THE DIRECTORS OF THE COMPANY FOR AND
ON BEH ALF OF THE COMPANY TO SIGN, SEAL EXECUTE,
PERFECT, DELIVER AND DO ALL SUCH DOC UMENTS,
DEEDS, ACTS, MATTERS AND THINGS AS THEY MAY IN
THEIR DISCRETION CONSID ER NECESSARY OR DESIRABLE
OR EXPEDIENT FOR THE PURPOSE OF OR IN CONNECTION
WIT H THE CONSOLIDATED SUPPLY AGREEMENT AND TO
MAKE AND AGREE SUCH VARIATIONS OF A NON-MATERIAL
NATURE IN OR TO THE TERMS OF THE CONSOLIDATED
SUPPLY AGREEMENT A S THEY MAY IN THEIR DISCRETION
CONSIDER TO BE DESIRABLE AND IN THE INTERESTS
O F THE COMPANY
3. APPROVE, RATIFY AND CONFIRM THAT: I) THE CONSOLIDATED Management For
MISCELLANEOUS SERVICES A GREEMENT THE CONSOLIDATED
MISCELLANEOUS SERVICES AGREEMENT ENTERED IN
TO BET WEEN THE COMPANY AND JIANGXI COPPER CORPORATION
JCC ON 16 NOV 2004 IN RESPEC T OF THE PROVISION
OF INTER ALIA, VARIOUS SOCIAL MEDICAL, EDUCATION
SERVICES A ND THE PROVISION OF PENSION SCHEME
BETWEEN JCC AND THE COMPANY SUBJECT TO OTHE R
TERMS AND CONDITIONS AS SPECIFIED IN THE CONSOLIDATED
MISCELLANEOUS SERVICES AGREEMENT AS SPECIFIED
AND THE TRANSACTION CONTEMPLATED THEREUNDER;
II) THE MAXIMUM LIMIT OF THE AMOUNT INVOLVED
UNDER THE CONSOLIDATED MISCELLANEOUS SER VICES
AGREEMENT FOR THE THREE FINANCIAL YEARS ENDING
31 DEC 2007 WILL NOT EXCE ED RMB 332,456,000,
RMB 355,896,000 AND RMB 385,165,000 RESPECTIVELY;
AND III) AUTHORIZE THE DIRECTORS OF THE COMPANY
FOR AND ON BEHALF OF THE COMPANY TO SI GN, SEAL
EXECUTE, PERFECT, DELIVER AND DO ALL SUCH DOCUMENTS,
DEEDS, ACTS, MAT TERS AND THINGS AS THEY MAY
IN THEIR DISCRETION CONSIDER NECESSARY OR DESIRABL
E OR EXPEDIENT FOR THE PURPOSE OF OR IN CONNECTION
WITH THE CONSOLIDATED MISCE LLANEOUS SERVICES
AGREEMENT AND TO MAKE AND AGREE SUCH VARIATIONS
OF A NON-MAT ERIAL NATURE IN OR TO THE TERMS
OF THE CONSOLIDATED MISCELLANEOUS SERVICES AGR
EEMENT AS THEY MAY IN THEIR DISCRETION CONSIDER
TO BE DESIRABLE AND IN THE INT ERESTS OF THE COMPANY
- ----------------------------------------------------------------------------------------------------------------------------
PT BANK INTERNASIONAL INDONESIA TBK EGM Meeting Date: 02/21/2005
Issuer: Y7118M389 ISIN: ID1000099302
SEDOL: 6528799, B05KYJ1
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO CHANGE THE BOARD OF COMMISSIONERS Management For
AND THE DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 02/25/2005
Issuer: Y70334100 ISIN: KR7005490008
SEDOL: 6693233
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET AND STATEMENT OF INCOME Management
FOR 2004
- ----------------------------------------------------------------------------------------------------------------------------
POSCO AGM Meeting Date: 02/25/2005
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
214895 DUE TO CHANGE IN THE A GENDA. 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 BALANCE SHEET, INCOME STATEMENT AND Management For
THE STATEMENT OF APPROPRIATION OF UNAPPROPRIATED
RETAINED EARNINGS
2.1 ELECT THE OUTSIDE DIRECTORS Management For
2.2 ELECT THE OUTSIDE DIRECTORS WHO IS MEMBER OF Management For
THE AUDITORS COMMITTEE
2.3 ELECT THE EXECUTIVE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT OF FOR THE DIRECTORS Management For
- ----------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRS LTD AGM Meeting Date: 02/28/2005
Issuer: Y74718100 ISIN: KR7005930003
SEDOL: 6771720
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BALANCE SHEET, INCOME STATEMENT AND Management For
THE STATEMENT OF THE APPROPRIA TION OF RETAINED
EARNING DRAFT FOR THE 36TH FY FROM 01 JAN 2004
TO 31 DEC 20 04; THE CASH DIVIDEND EXCLUDING
INTERIM DIVIDENDS , DIVIDEND PER SHARE: KRW 5
,000 COMMON AND KRW 5,050 PREFERRED
2. APPROVE TO APPOINT THE MR. IN-JOO KIM AS AN EXECUTIVE Management For
DIRECTOR AS SPECIFIED
3. APPROVE TO LIMIT THE REMUNERATION FOR THE DIRECTORS Management For
- ----------------------------------------------------------------------------------------------------------------------------
DAEWOO SHIPBUILDING & MARINE ENGR CO LTD AGM Meeting Date: 03/04/2005
Issuer: Y1916Y117 ISIN: KR7042660001
SEDOL: 6211732
- ----------------------------------------------------------------------------------------------------------------------------
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 UNAPPROPRIATED
RETAINED EARNINGS-EXPECTED CASH DIVIDEND: KRW
350 PER SHARE
2. ELECT THE DIRECTORS Management For
3. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ----------------------------------------------------------------------------------------------------------------------------
HYUNDAI MTR CO AGM Meeting Date: 03/04/2005
Issuer: Y38472109 ISIN: KR7005380001
SEDOL: 6451055
- ----------------------------------------------------------------------------------------------------------------------------
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 UNAPPROPRIATED
RETAINED EARNINGS
2. ELECT THE DIRECTORS Management For
3. ELECT THE MEMBER OF AUDITORS COMMITTEE Management For
4. APPROVE THE LIMIT OF REMUNERATION FOR DIRECTORS Management For
5. APPROVE THE PARTIAL AMENDMENT TO THE ARTICLES Management For
OF INCORPORATION
- ----------------------------------------------------------------------------------------------------------------------------
LG INVESTMENT & SECURITIES CO LTD EGM Meeting Date: 03/10/2005
Issuer: Y5276J107 ISIN: KR7005940002
SEDOL: 6537085
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MERGER WITH WOORI SECURITIES UNLISTED Management
: INCLUDING APPROVAL OF PA RTIAL AMENDMENT TO
THE ARTICLES OF INCORPORATION: NAME CHANGE FROM
LG INVESTME NT AND SECURITIES TO WOORI INVESTMENT
AND SECURITIES CO., LTD.; CHANGE OF AUTH ORIZED
CAPITAL FROM 200,000,000 SHARES TO 400,000,000
SHARES; CHANGE OF OUTSID E DIRECTORS TERM OF
OFFICE FROM 3 YEARS TO 1 YEAR; ELECTION OF THE
DIRECTORS
2. APPROVE TO CHANGE THE STOCK OPTION FOR STAFF Management
OF WOORI SECURITIES TO THAT OF LG INVESTMENT
AND SECURITIES
- ----------------------------------------------------------------------------------------------------------------------------
LG INVESTMENT & SECURITIES CO LTD EGM Meeting Date: 03/10/2005
Issuer: Y5276J107 ISIN: KR7005940002
SEDOL: 6537085
- ----------------------------------------------------------------------------------------------------------------------------
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 216668 DUE TO ADDITION OF RESOLUTION. 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 MERGER WITH WOORI SECURITIES UNLISTED Management For
: INCLUDING APPROVAL OF PA RTIAL AMENDMENT TO
THE ARTICLES OF INCORPORATION: NAME CHANGE FROM
LG INVESTME NT AND SECURITIES TO WOORI INVESTMENT
AND SECURITIES CO., LTD.; CHANGE OF AUTH ORIZED
CAPITAL FROM 200,000,000 SHARES TO 400,000,000
SHARES; CHANGE OF OUTSID E DIRECTORS TERM OF
OFFICE FROM 3 YEARS TO 1 YEAR
2. APPROVE TO CHANGE THE STOCK OPTION FOR STAFF Management For
OF WOORI SECURITIES TO THAT OF LG INVESTMENT
AND SECURITIES
3. ELECT MR. IN KI HONG AS A DIRECTOR Management For
- ----------------------------------------------------------------------------------------------------------------------------
SK CORP AGM Meeting Date: 03/11/2005
Issuer: Y80662102 ISIN: KR7003600004
SEDOL: 6988371
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 43RD (2004.1.1-2004.12.31) BALANCE Management For
SHEET, THE INCOME STATEMENT AND THE STATEMENT
OF TREATMENT OF SURPLUS FUNDS
2.1 ELECT DIRECTOR CANDIDATE, CHEY, TAE-WON (NOMINATED Management Against
BY THE COMPANY) AS AN INSID E DIRECTOR
2.2 ELECT DIRECTOR CANDIDATE, KIM, JUN-HO (NOMINATED Management For
BY THE COMPANY) AS AN INSIDE DIRECTOR
3. APPROVE THE CEILING ON COMPENSATIONS TO DIRECTORS Management For
TO KRW 7 BILLION
* PLEASE NOTE THE REVISED WORDING OF THE PROPOSALS Non-Voting Non-Vote Proposal
AND THE VOTING CUT-OFF DATE O F THE MEETING.
THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------
KT&G CORPORATION AGM Meeting Date: 03/18/2005
Issuer: Y49904108 ISIN: KR7033780008
SEDOL: 6175076
- ----------------------------------------------------------------------------------------------------------------------------
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 UNAPPROPRIATED
RETAINED EARNINGS
2. AMEND THE ARTICLES OF INCORPORATION Management For
3.1 ELECT THE EXECUTIVE DIRECTORS 2 PEOPLE Management For
3.2 ELECT THE OUTSIDE DIRECTORS 3 PEOPLE Management For
4. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
- ----------------------------------------------------------------------------------------------------------------------------
KT FREETEL LTD AGM Meeting Date: 03/23/2005
Issuer: Y4991F102 ISIN: KR7032390007
SEDOL: 6201421
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 8TH BALANCE SHEET, THE INCOME STATEMENT Management For
AND THE RETAINED EARNINGS STATEMENT
2. AMEND THE ARTICLES OF INCORPORATION Management For
3. APPOINT THE EXTERNAL DIRECTOR WHO IS A MEMBER Management For
OF THE AUDITORS COMMITTEE
4. APPOINT THE INTERNAL DIRECTOR Management For
5. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTOR Management For
- ----------------------------------------------------------------------------------------------------------------------------
L.G. PHILLIPS LCD CO., LTD. LPL Annual Meeting Date: 03/23/2005
Issuer: 50186V ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE FISCAL YEAR 2004 NON-CONSOLIDATED Management For No
FINANCIAL STATEMENTS, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
02 TO APPROVE AMENDMENT TO THE ARTICLES OF INCORPORATION, Management Against Yes
AS SET FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
03 TO APPROVE APPOINTMENT OF DIRECTORS, AS SET FORTH Management For No
IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.
04 TO APPROVE APPOINTMENT OF AUDIT COMMITTEE MEMBERS, Management For No
AS SET FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
05 TO APPROVE REMUNERATION LIMIT FOR DIRECTORS, Management For No
AS SET FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
06 TO APPROVE REGULATIONS ON SEVERANCE PAYMENT FOR Management For No
DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE
OF MEETING ENCLOSED HEREWITH.
- ----------------------------------------------------------------------------------------------------------------------------
SIAM CEMENT PUBLIC CO LTD (FORMERLY SIAM CEMENT CO LTD) AGM Meeting Date: 03/23/2005
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 ELEVENTH OGM OF SHAREHOLDERS Management For
2. ACKNOWLEDGE THE COMPANY S OPERATING RESULTS FOR Management For
THE YEAR 2004
3. APPROVE THE BALANCE SHEET AND THE PROFIT AND Management For
LOSS STATEMENT FOR THE FYE 31 DEC 2004
4. APPROVE THE ALLOCATION OF PROFITS FOR 2004 AND Management For
THE DIVIDEND PAYMENT
5. ELECT THE DIRECTORS IN REPLACEMENT FOR THE DIRECTORS Management For
WHO ARE DUE TO RETIRE BY ROTATION
6. APPOINT THE AUDITORS AND APPROVE TO DETERMINE Management For
THE AUDITOR S REMUNERATION FOR T HE YEAR 2005
7. APPROVE THE AMENDMENT TO THE COMPANY S REGULATIONS Management For
REGARDING THE ACQUISITION A ND DISPOSITION OF
ASSETS OF THE LISTED COMPANIES TO COMPLY WITH
THE NOTIFICATI ON OF THE STOCK EXCHANGE OF THAILAND
GOVERNING THE ENTERING INTO THE DISCLOSUR E OF
INFORMATION AND ACT OF LISTED COMPANIES CONCERNING
THE ACQUISITION AND DI SPOSITION OF ASSETS, 2004,
BY ADDING THE ADDITIONAL CLAUSE 57
8. ACKNOWLEDGE THE REMUNERATION OF THE BOARD OF DIRECTORS Management For
9. OTHER BUSINESS Other Against
- ----------------------------------------------------------------------------------------------------------------------------
HANA BANK AGM Meeting Date: 03/28/2005
Issuer: Y7642S100 ISIN: KR7002860005
SEDOL: 6076470, 6795333, B05HY92
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 64TH BALANCE SHEET AND INCOME STATEMENT Management For
2. APPROVE THE 64TH PROPOSED DISPOSITION FOR RETAINED Management For
EARNING
3. AMEND THE ARTICLES OF INCORPORATION Management For
4.1 ELECT THE DIRECTORS Management For
4.2 ELECT A MEMBER FOR THE AUDIT COMMITTEE Management For
5. APPROVE THE REMUNERATION LIMIT FOR THE DIRECTORS Management For
6. APPROVE THE SETTING UP OF STOCK PURCHASE OPTION Management For
- ----------------------------------------------------------------------------------------------------------------------------
KOREA GAS CORP AGM Meeting Date: 03/28/2005
Issuer: Y48861101 ISIN: KR7036460004
SEDOL: 6182076, B06NVM1
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS Management
2.1 ELECT THE EXECUTIVE DIRECTOR Management
2.2 ELECT THE NON-EXECUTIVE DIRECTOR Management
2.3 ELECT THE NON-EXECUTIVE DIRECTOR Management
3. APPROVE THE LIMIT OF REMUNERATION FOR DIRECTORS Management
4. APPROVE THE LIMIT OF REMUNERATION FOR AUDITORS Management
5. AMEND THE CONTRACT FOR MANAGEMENT OF CHIEF EXECUTIVE Management
OFFICER
6. APPROVE THE BUSINESS OBJECTIVES FOR BUSINESS Management
YEAR 2005
- ----------------------------------------------------------------------------------------------------------------------------
KOREA GAS CORP AGM Meeting Date: 03/28/2005
Issuer: Y48861101 ISIN: KR7036460004
SEDOL: 6182076, B06NVM1
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 219362 DUE TO A CHANGE IN THE NUMBERING OF
RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK Y
OU.
1. APPROVE THE FINANCIAL STATEMENTS Management
2. APPOINT THE DIRECTORS Management
3. APPROVE THE LIMIT OF REMUNERATION FOR THE DIRECTORS Management
4. APPROVE THE LIMIT OF REMUNERATION FOR THE AUDITORS Management
5. AMEND THE CONTRACT FOR MANAGEMENT OF CHIEF EXECUTIVE Management
OFFICER
6. APPROVE THE BUSINESS OBJECTIVES FOR BUSINESS Management
YEAR 2005
- ----------------------------------------------------------------------------------------------------------------------------
PT BANK INTERNASIONAL INDONESIA TBK AGM Meeting Date: 03/29/2005
Issuer: Y7118M389 ISIN: ID1000099302
SEDOL: 6528799, B05KYJ1
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. Non-Voting Non-Vote Proposal
A.1 APPROVE THE COMPANY S ANNUAL REPORT FOR THE BOOK Management For
YEAR 2004 AND RATIFY THE COMP ANY S FINANCIAL
ANNUAL REPORT FOR BOOK YE 31 DEC 2004
A.2 APPROVE TO DETERMINE THE COMPANY S PROFIT UTILITY Management For
FOR THE BOOK YE 31 DEC 2004
A.3 APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management For
S FINANCIAL REPORT FOR THE BOOK YEAR 2005 AND
AUTHORIZE THE COMMISSIONERS TO DETERMINE THEIR
HONORARIUM
A.4 APPROVE TO DETERMINE THE HONORARIUM AND/OR ALLOWANCE Management For
FOR THE COMPANY S BOARD O F COMMISSIONERS
A.5 AUTHORIZE THE COMMISSIONERS TO DETERMINE SALARY Management For
AND/OR ALLOWANCE FOR THE COMPA NY S BOARD OF
DIRECTORS AND BOARD OF SUPERVISORY SYARIAH
E.1 APPROVE TO TAKE OVER OR TAKE PART IN THE CAPITAL Management For
OF PT WAHANA OTTOMITRA MULTIA RTHA
- ----------------------------------------------------------------------------------------------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LTD EGM Meeting Date: 03/30/2005
Issuer: Y64248126 ISIN: SG1L51001825
SEDOL: 5798485, 6663689
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For
76C AND 76E OF THE COMPANIES ACT , CHAPTER 50
THE COMPANIES ACT , TO PURCHASE OR ACQUIRE ISSUED
AND FULLY PAID ORDINARY STOCK TRANSFERABLE IN
AMOUNTS AND MULTIPLES OF SGD 1 EACH IN THE CA
PITAL OF THE BANK STOCK UNITS , THROUGH MARKET
PURCHASES(S) ON THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED SGX-ST , AND/OR OFF-MARKET PURCHASES(S)
I N ACCORDANCE WITH ANY EQUAL ACCESS SCHEMES(S),
NOT EXCEEDING IN AGGREGATE 10% OF THE ISSUED
ORDINARY SHARE CAPITAL OF THE BANK, AT A PRICE
OF UP TO 110% ABO VE THE AVERAGE CLOSING MARKET
PRICES OF THE SHARES ON THE SGX-ST ON THE PREVIO
US 5 TRADING DAYS IN THE CASE OF OFF-MARKET PURCHASES
AND 105% ABOVE THE AVERA GE CLOSING PRICE OF
THE SHARES ON THE SGX-ST ON EACH OF THE 5 CONSECUTIVE
TRAD ING DAYS IN THE CASE OF BOTH OFF-MARKET
AND ON-MARKET PURCHASES, AND AUTHORIZ E THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS DEEMED NECESSARY
TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED
AND/OR AUTHORIZED BY THIS RESOLUTION; AUTHO
RITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE
BANK OR THE DATE OF THE NEXT A GM OF THE BANK
AS REQUIRED BY THE LAW
S.2 AMEND THE ARTICLES OF ASSOCIATION OF THE BANK Management For
THE ARTICLES BY INSERTING NEW ARTICLE 156(A)
3. APPROVE, SUBJECT TO AND CONTINGENT UPON THE PASSING Management For
OF RESOLUTION S.2, A) AN A GGREGATE SUM OF USD
14,000 BE CAPITALIZED AND DISTRIBUTED TO MR.
MICHAAEL WONG PAKSHONG, MR. DATUK FONG WENG PHAK,
MR. TAN SRI DATO NASRUDDIN BIN BAHARI, DR . TSAO
YUAN, MR. COL (RET) DAVID WONG CHEONG FOOK, MR.
WONG NANG JANG AND MR. PATRICK YEOH KHWAI HON
( TOGETHER THE RELEVANT NON-EXECUTIVE DIRECTORS)
ON THE FOOTING THAT THE RELEVANT NON-EXECUTIVE
DIRECTORS SHALL BECOME ENTITLE TO SUC H SUM OF
CAPITAL IN TERMS OF ARTICLES 156(A) OF THE ARTICLES
AND THAT THE WHOL E OF THE SUM OF USD 14,000
BE APPLIED IN PAYMENT IN FULL OF THE AGGREGATE
NOMI NAL VALUE OF 14,000 ORDINARY SHARES ( THE
REMUNERATION SHARES) THE REMUNERATIO N SHARES
TO RANK IN ALL RESPECTS PARI PASSU WITH THE EXISTING
ORDINARY SHARES; B) AUTHORIZE THE BANK DIRECTORS
TO ALLOT AND ISSUE: I) 2,000 SHARES, CREDITED
AS FULLY PAID TO MR. MICHAEL WONG PAKSHONG; II)
2,000 SHARES, CREDITED AS FUL LY PAID TO MR.
DATUK FONG WENG PHAK; III) 2,000 SHARES, CREDITED
AS FULLY PAID TO MR. TAN SRI DATO NASRUDDIN BIN
BAHARL; IV) 2,000 SHARES, CREDITED AS FULLY PAID
TO DR. TSAO YUAN; V) 2,000 SHARES, CREDITED AS
FULLY PAID TO MR. COL (RE T) DAVID WONG CHEONG
FOOK; VI) 2,000 SHARES, CREDITED AS FULLY PAID
TO MR. WON G NANG JANG; AND VII) 2,000 SHARES,
CREDITED AS FULLY PAID TO MR. PATRICK YEOH KHWAI
HOH, AS PAYMENT IN PART OF THEIR RESPECTIVE NON-EXECUTIVE
DIRECTORS RE MUNERATION FOR THE FYE 31 DEC 2004;
C) CONTINGENT UPON THE REMUNERATION SHARES BEING
ISSUED AND BEING CREDITED AS FULLY PAID, THE
SAME BE CONVERTED INTO STO CK UNITES TRANSFERABLE
IN AMOUNTS AND MULTIPLES OF USD 1.00 EACH AND
D) AUTHOR IZE THE DIRECTORS AND SECRETARY TO
DO ALL THINGS NECESSARY OR DESIRABLE TO GIV E
EFFECT TO THE ABOVE
- ----------------------------------------------------------------------------------------------------------------------------
GLOBE TELECOM INC AGM Meeting Date: 04/04/2005
Issuer: Y27257149 ISIN: PHY272571498
SEDOL: 6284864
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DETERMINATION OF QUORUM Management Abstain
2. APPROVE THE MINUTES OF PREVIOUS MEETING Management For
3. APPROVE THE ANNUAL REPORT OF THE OFFICERS Management For
4.A RATIFY ALL ACTS AND RESOLUTIONS OF THE BOARD Management For
OF DIRECTORS AND MANAGEMENT ADOPT ED IN THE ORDINARY
COURSE OF BUSINESS DURING THE PRECEDING YEAR
4.B RATIFY THE RESOLUTION OF THE BOARD OF DIRECTORS Management For
ADOPTED ON 01 FEB 2005 REDUCIN G THE AUTHORIZED
CAPITAL STOCK TO CANCEL TREASURY SHARES, AND
APPROVE THE AMEN DMENT TO THE ARTICLE 7 OF THE
AMENDED ARTICLES OF INCORPORATION TO REFLECT
THE SAME
5. ELECT THE DIRECTORS INCLUDING THE INDEPENDENT Management For
DIRECTORS
6. ELECT THE AUDITORS AND APPROVE TO FIX THEIR REMUNERATION Management For
7. ANY OTHER BUSINESS Other Against
8. ADJOURNMENT Management Against
- ----------------------------------------------------------------------------------------------------------------------------
BANK OF THE PHILIPPINE ISLAND BPI AGM Meeting Date: 04/07/2005
Issuer: Y0967S169 ISIN: PHY0967S1694
SEDOL: 6074968, 6076715
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO CALL THE MEETING TO ORDER Management For
2. APPROVE THE CERTIFICATION OF THE NOTICE Management For
3. APPROVE THE DETERMINATION AND DECLARATION OF QUORUM Management For
4. APPROVE THE MINUTES OF THE AGM ON 25 MAR 2004 Management For
5. RECEIVE THE ANNUAL REPORT AND APPROVE THE BANKS Management For
STATEMENT OF CONDITION AS OF 3 1 DEC 2004 INCORPORATED
IN THE ANNUAL REPORT
6. APPROVE ALL ACTS DURING THE PAST YEAR OF THE Management For
BOARD OF DIRECTORS, EXECUTIVE COM MITTEE AND
ALL OTHER BOARD AND MANAGEMENT COMMITTEES AND
OFFICERS OF THE COMPA NY
7.1 ELECT A DIRECTOR Management For
7.2 ELECT A DIRECTOR Management For
7.3 ELECT A DIRECTOR Management For
7.4 ELECT A DIRECTOR Management For
7.5 ELECT A DIRECTOR Management For
7.6 ELECT A DIRECTOR Management For
7.7 ELECT A DIRECTOR Management For
7.8 ELECT A DIRECTOR Management For
7.9 ELECT A DIRECTOR Management For
7.10 ELECT A DIRECTOR Management For
7.11 ELECT A DIRECTOR Management For
7.12 ELECT A DIRECTOR Management For
7.13 ELECT A DIRECTOR Management For
7.14 ELECT A DIRECTOR Management For
7.15 ELECT A DIRECTOR Management For
8. ELECT THE EXTERNAL AUDITORS AND FIX THEIR REMUNERATION Management For
9. APPROVE THE DIRECTORS BONUS Management Against
10. OTHER MATTERS Other Against
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PTT PUBLIC COMPANY LIMITED AGM Meeting Date: 04/12/2005
Issuer: Y6883U113 ISIN: TH0646010015
SEDOL: 6420390, 7664379
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE TO CERTIFY THE MINUTES OF EGM OF SHAREHOLDER Management
NO.1/204 HELD ON 24 SEP 2 004
2. APPROVE THE PTT S 2004 OPERATING RESULTS AND Management
THE AUDITED BALANCE SHEET AND INC OME STATEMENT
FOR THE YE 31 DEC 2004
3. APPROVE TO ALLOT ANNUAL NET PROFIT FOR THE YEAR Management
2004 AND DIVIDEND PAYMENT
4. ELECT THE DIRECTORS IN REPLACEMENT OF THOSE WHO Management
ARE DUE TO RETIRE BY ROTATION
5. APPROVE TO DETERMINE THE REMUNERATION FOR PTT Management
S BOARD OF DIRECTORS FOR THE YEA R 2005
6. APPOINT THE AUDITORS AND DETERMINE ITS REMUNERATION Management
FOR THE YEAR 2005
7. AMEND THE ARTICLES OF ASSOCIATION RELATING TO Management
THE COMPANY S SEAL
8. APPROVE THE 5-YEAR FINANCING PLAN OF PTT 2005-2009 Management
9. APPROVE TO ISSUE OF 40,000,000 WARRANTS TO THE Management
PRESIDENT, EXECUTIVES, EMPLOYEE S OF PTT AND
EMPLOYEES OF PTT S AFFILIATED COMPANIES WHO HOLD
ANY PERMANENT OF FICE IN PTT PTT W-1 UNDER
THE ESOP SCHEME
10. APPROVE THE REDUCTION OF PTT S REGISTERED CAPITAL Management
BY CANCELING AUTHORITY BUT U NISSUED SHARES AND
AMEND THE CLAUSE 4 OF THE PTT S MEMORANDUM OF
ASSOCIATION S O AS TO REFLECT THE REDUCTION OF
THE REGISTERED CAPITAL
11. APPROVE THE INCREASE OF REGISTERED CAPITAL OF Management
40,000,000 SHARES AND AMEND THE CLAUSE 4 OF PTT
S MEMORANDUM OF ASSOCIATION SO AS TO REFLECT
THE INCREASE OF R EGISTERED CAPITAL
12. APPROVE THE ALLOCATION OF PTT S NEW ORDINARY SHARES Management
13. OTHER BUSINESS Other
* PLEASE NOTE THAT PARTIAL AND SPLIT VOTING ARE Non-Voting
ALLOWED IN THIS MEETING.THANK YO U.
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HANG SENG BANK LTD AGM Meeting Date: 04/21/2005
Issuer: Y30327103 ISIN: HK0011000095
SEDOL: 5687118, 6408374
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE STATEMENT OF ACCOUNTS AND THE REPORTS Management For
OF THE DIRECTORS AND THE AUD ITORS FOR THE YE
31 DEC 2004
2.a ELECT MR. JOHN C.C. CHAN AS A DIRECTOR Management For
2.b ELECT DR. Y.T. CHENG AS A DIRECTOR Management For
2.c ELECT DR. VINCENT H.S. LO AS A DIRECTOR Management For
2.d ELECT DR. MARVIN K.T. CHEUNG AS A DIRECTOR Management For
2.e ELECT MR. JOSEPH C.Y. POON AS A DIRECTOR Management For
3. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management For
AND MEMBERS OF AUDIT COMMITTE E
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE BANK Management For
TO BRING IT IN LINE WITH, AMONG OTHERS, VARIOUS
PROVISIONS IN THE SECURITIES AND FUTURES ORDINANCE,
THE COMPAN IES AMENDMENT ORDINANCE 2003, THE
AMENDMENTS TO APPENDIX 3 OF THE RULES GOVE RNING
THE LISTING OF SECURITIES ON THE STOCK EXCHANGE
OF HONG KONG LIMITED LI STING RULES AND THE
CODE ON CORPORATE GOVERNANCE PRACTICES CONTAINED
IN APPEN DIX 14 OF THE LISTING RULES
6. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management For
TO REPURCHASE SHARES NOT E XCEEDING 10% OF THE
ISSUED SHARE CAPITAL OF THE BANK AS AT THE DATE
OF PASSING SUCH RESOLUTION
7. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management Against
TO ISSUE AND DEAL WITH ADD ITIONAL SHARES WHICH
SHALL NOT IN AGGREGATE EXCEED, EXCEPT IN CERTAIN
SPECIFIC CIRCUMSTANCES SUCH AS PURSUANT TO A
RIGHT ISSUE OR ANY SCRIPT DIVIDEND SCHEME , 20%
OR 5% WHERE THE SHARES ARE TO BE ALLOTTED WHOLLY
FOR CASH OF THE ISSUE D SHARE CAPITAL OF THE
BANK AS AT THE DATE OF PASSING SUCH RESOLUTION
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TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD AGM Meeting Date: 05/10/2005
Issuer: Y84629107 ISIN: TW0002330008
SEDOL: 6889106
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1.1 RECEIVE THE 2004 BUSINESS OPERATIONS Management
1.2 RECEIVE THE AUDITED REPORTS Management
1.3 RECEIVE THE STATUS OF ASSET ACQUISITION OR DISPOSAL Management
1.4 RECEIVE THE STATUS OF ENDORSEMENT AND GUARANTEE Management
1.5 RECEIVE THE STATUS OF PURCHASING TREASURY STOCKS Management
2.1 ACKNOWLEDGE THE 2004 BUSINESS REPORTS AND THE Management
FINANCIAL STATEMENTS
2.2 APPROVE THE 2004 PROFIT DISTRIBUTION; PROPOSED Management
CASH DIVIDEND: TWD 2 PER SHARE
2.3 APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management
EARNINGS AND STAFF BONUS; PRO POSED STOCK DIVIDEND:
50 FOR 1,000 SHARES HELD
2.4 AMEND THE ARTICLES OF INCORPORATION Management
- ----------------------------------------------------------------------------------------------------------------------------
NANYA TECHNOLOGY CORP AGM Meeting Date: 05/18/2005
Issuer: Y62066108 ISIN: TW0002408002
SEDOL: 6283601
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
2.1 RATIFY THE FINANCIAL REPORTS OF FY 2004 Management For
2.2 APPROVE THE PROFIT DISTRIBUTION OR THE YEAR 2004 Management For
CASH DIVIDEND: TWD 0.5 PER SH ARE
2.3 APPROVE THE ISSUANCE OF NEW SHARES FROM RETAINED Management For
EARNINGS AND EMPLOYEE BONUS S TOCK DIVIDEND:
50 SHARES FOR 1000 SHARES HELD
2.4 AMEND THE ARTICLES OF INCORPORATION Management Against
2.5 ADOPT THE EXEMPTION OF BUSINESS INCOME TAX FOR Management Against
THE RIGHTS ISUE BY GDR OF 320,0 00,000 SHARES
ISSUED IN 2003
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting Non-Vote Proposal
IN THE NUMBERING OF RESOLUTI ON. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FO RM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ----------------------------------------------------------------------------------------------------------------------------
CATHAY FINANCIAL HOLDING COMPANY LTD AGM Meeting Date: 06/03/2005
Issuer: Y11654103 ISIN: TW0002882008
SEDOL: 6425663
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORTING ISSUE Management
2. ACKNOWLEDGE 2004 AUDITED FINANCIAL STATEMENT Management
3. APPROVE THE DISTRIBUTION OF 2004 EARNINGS Management
4. ANY OTHER BUSINESS Other
Vote Summary Report (Long)
07/01/04 to 06/30/05
KT&G Corp. Shares Voted 63,200 Security
Meeting Date 3/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Appropriation of Income and Dividends of KRW
1 1600 Per Share Mgmt For For
Amend Articles of Incorporation to Expand Permitted
2 Business Objectives Mgmt For For
3.1 Elect Two Executive Directors Mgmt For For
3.2 Elect Three Outside Directors Mgmt For For
4 Approve Limit on Remuneration of Directors Mgmt For For
Siam Cement Co. Ltd. Shares Voted 77,700 Security
Meeting Date 3/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous AGM Mgmt For For
2 Accept Directors' Report Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Allocation of Income and Dividends Mgmt For For
5 Elect Directors Mgmt For For
Approve KPMG Phoomchai Audit Limited as Auditors and
6 Authorize Board to Fix Their Remuneration Mgmt For For
Amend Articles of Association Re: Acquisition and
7 Disposition of Assets of the Listed Companies Mgmt For For
8 Approve Remuneration of Directors Mgmt For For
9 Other Business Mgmt For Against
Korea Exchange Bank Shares Voted 125,540 Security
Meeting Date 3/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Appropriation of Income, with No Dividends Mgmt For For
Amend Articles of Incorporation Re: Electronic
2 Notification of AGMs, Authority to Chair AGMs Mgmt For For
3 Elect Directors Mgmt For For
4 Elect Members of Audit Committee Mgmt For Against
5 Approve Stock Option Grants Mgmt For For
Lifestyle International Shares Voted Security
Holdings Ltd 639,500
Meeting Date 3/29/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Connected Transaction with a Related Party
1 and Proposed Cap Mgmt For For
Pt Bank Internasional Shares Voted Security
Indonesia 21,753,000
Meeting Date 3/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
Approve Auditors and Authorize Board to Fix Their
3 Remuneration Mgmt For For
4 Approve Remuneration of Commissioners Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
Pt Bank Internasional Shares Voted Security
Indonesia 21,753,000
Meeting Date 3/29/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Investment in Another Company Mgmt For Against
Oversea-Chinese Banking Shares Voted Security
Corp. Ltd. 135,000
Meeting Date 3/30/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Authorize Share Repurchase Program Mgmt For For
Amend Articles Re: Capitalisation of Profits or
Reserves for the Payment of Non-Executive Director
2 Remuneration by Way of Ordinary Shares Mgmt For For
Approve Issue of 14,000 Ordinary Shares to Michael
Wong Pakshong, Datuk Fong Weng Phak, Tan Sri Dato
Nasruddin Bin Bahari, Tsao Yuan, David Wong Cheong
Fook, Wong Nang Jang and Patrick Yeoh Khwai Hoh as
3 Non-Executive Directors Remuneration Mgmt For For
Oversea-Chinese Banking Shares Voted Security
Corp. Ltd. 135,000 Y64248126
Meeting Date 3/30/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Subdivision of Each Ordinary Share of SGD 1.0
Each in the Capital of the Bank into Two Ordinary
1 Shares of SGD 0.50 Each Mgmt For For
Oversea-Chinese Banking Shares Voted Security
Corp. Ltd. 135,000 Y64248126
Meeting Date 3/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Adopt Financial Statements and Directors' and
1 Auditors' Reports for the Year Ended December 31, 2004 Mgmt For For
2a1 Reelect Lee Seng Wee as Director Mgmt For For
2a2 Reelect Michael Wong Pakshong as Director Mgmt For For
2b1 Reelect David Conner as Director Mgmt For For
2b2 Reelect Tsao Yuan as Director Mgmt For For
2b3 Reelect Wong Nang Jang as Director Mgmt For For
2c1 Reelect Giam Chin Toon as Director Mgmt For For
2c2 Reelect Neo Boon Siong as Director Mgmt For For
Declare Final Dividend of SGD 0.19 Per SGD 1.00
3 Ordinary Stock Unit, Less Singapore Income Tax Mgmt For For
Approve Directors' Fees of SGD 661,000 for 2004
4 (2003: SGD 625,000) Mgmt For For
5 Appoint Auditors and Fix Their Remuneration Mgmt For For
6a Approve Issuance of Shares without Preemptive Rights Mgmt For For
Approve Issuance of Shares and Grant of Options
6b Pursuant to the OCBC Executives Share Option Scheme Mgmt For For
Approve Issuance of Shares and Grant of Options
6c Pursuant to the OCBC Share Option Scheme Mgmt For Against
Approve Issuance of Shares and Grants Pursuant to the
6d OCBC Employee Share Purchase Plan Mgmt For Against
Approve Conversion of Issued Ordinary Shares into
Stock Units Transferable in Amounts and Multiples of
6e SGD 1.00 Each Mgmt For For
Approve Issuance of Preference Shares and/or
6f Non-Voting Shares in the Capital of the Bank Mgmt For For
7 Other Business (Voting) Mgmt For Against
KOREA GAS Shares Voted 66,510 Security
Meeting Date 3/31/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Appropriation of Income and Dividends of KRW
1 2000 Per Share Mgmt For For
2 Elect Directors Mgmt For Against
3 Approve Limit on Remuneration of Directors Mgmt For For
4 Approve Limit on Remuneration of Auditors Mgmt For For
5 Amend Contract with Company President Mgmt For For
6 Approve Management Goals for 2005 Mgmt For For
7 Approve Dismissal of President Mgmt For Against
PTT Public Company Ltd Shares Voted 366,200 Security Y6883U113
Meeting Date 4/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous EGM Mgmt For For
2 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Dividend of Baht
3 6.75 per Share Mgmt For For
4 Elect Directors Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
Approve Auditors and Authorize Board to Fix Their
6 Remuneration Mgmt For For
7 Amend Articles of Association Re: Company Seal Mgmt For For
8 Approve the 5-Year Financing Plan of PTT Public Co Mgmt For For
Approve Issuance of 40 Million Units of Warrants to
9 Directors, Employees, and Advisors of the Company Mgmt For For
Approve Reduction in Registered Capital to Baht 27.97
10 Billion Mgmt For For
Approve Increase in Registered Capital to Baht 28.37
11 Billion Mgmt For For
Approve Allocation of 40 Million New Ordinary Shares
12 Reserved for the Exercise of Warrants Mgmt For For
13 Other Business Mgmt For Against
Hang Seng Bank Shares Voted 244,700 Security Y30327103
Meeting Date 4/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2a Elect John C C Chan as Director Mgmt For For
2b Elect Y T Cheng as Director Mgmt For For
2c Elect Vincent H S Lo as Director Mgmt For For
2d Elect Marvin K T Cheung as Director Mgmt For For
2e Elect Joseph C Y Poon as Director Mgmt For For
Fix Remuneration of Directors and Members of Audit
3 Committee Mgmt For For
Reappoint Auditors and Authorize Board to Fix Their
4 Remuneration Mgmt For For
5 Amend Articles of Association Mgmt For For
Approve Repurchase of Up to 10 Percent of Issued
6 Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked
7 Securities without Preemptive Rights Mgmt For Against
Krung Thai Bank Shares Voted 7,188,500 Security Y49885208
Meeting Date 4/22/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve Minutes of Previous AGM Mgmt For For
2 Accept Directors' Report Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Dividend of Baht
4 0.47 per Share Mgmt For For
5 Elect Directors Mgmt For For
6 Approve Remuneration of Directors Mgmt For For
Approve State Audit Office as Auditors and Authorize
7 Board to Fix Their Remuneration Mgmt For For
Authorize Issuance of Debentures not exceeding Baht
8 40 Billion or its Equivalent in Other Currency Mgmt For For
Accept Report on the Exercise of Warrants by Former
9 Bank Employees Mgmt For For
10 Other Business Mgmt For Against
City Developments Ltd. Shares Voted 337,000 Security V23130111
Meeting Date 4/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Adopt Financial Statements and Directors' and
1 Auditors' Reports for the Year Ended December 31, 2004 Mgmt For For
2 Declare First and Final Dividend Mgmt For For
Approve Directors' Fees of SGD 220,000 for the Year
Ended December 31, 2004 and Audit Committee Fees of
SGD 42,500 Per Quarter for the Period from July 1,
3 2005 to June 30, 2006 Mgmt For For
4a Reelect Foo See Juan as Director Mgmt For For
4b Reelect Han Vo-Ta as Director Mgmt For For
5a Reelect Ong Pang Boon as Director Mgmt For For
5b Reelect Chee Keng Soon as Director Mgmt For For
5c Reelect Tang See Chim as Director Mgmt For For
Reappoint KPMG as Auditors and Authorize Board to Fix
6 Their Remuneration Mgmt For For
7 Approve Issuance of Shares without Preemptive Rights Mgmt For For
8 Authorize Share Repurchase Program Mgmt For For
Approve Issuance of Shares and Grant of Options
Pursuant to the City Developments Share Option Scheme
9 2001 Mgmt For Against
10 Approve Mandate for Transactions with Related Parties Mgmt For For
Clp Holdings (Formerly Shares Voted Security
China Light & Power) 503,000 Y1660Q104
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2a Approve Final Dividend of HK$0.73 Per Share Mgmt For For
2b Approve Special Final Dividend of HK$0.15 Per Share Mgmt For For
3a Reelect Andrew Clifford Winawer Brandler as Director Mgmt For For
3b Reelect Michael David Kadoorie as Director Mgmt For For
3c Reelect Chung Sze Yuen as Director Mgmt For For
3d Reelect John Andrew Harry Leigh as Director Mgmt For For
3e Reelect Kan Man Lok Paul as Director Mgmt For For
Reappoint PricewaterhouseCoopers as Auditors and
4 Authorize Board to Fix Their Remuneration Mgmt For For
Approve Term of Appointment for Non-Executive
5 Directors Mgmt For For
6 Amend Articles Re: Editing Change Mgmt For For
Approve Issuance of Equity or Equity-Linked
7 Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
8 Capital Mgmt For For
9 Authorize Reissuance of Repurchased Shares Mgmt For For
LIFESTYLE INTERNATIONAL Shares Voted Security
HOLDINGS LTD 639,500 G54856102
Meeting Date 4/28/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend with Special Dividend Mgmt For For
3a Reelect Cheng Yu-tung as Non-Executive Director Mgmt For For
3b Reelect Lau Luen-hung, Thomas as Executive Director Mgmt For For
3c Reelect Doo Wai-hoi, William as Executive Director Mgmt For For
Reelect Cheng Kar-shun, Henry as Non-Executive
3d Director Mgmt For For
Reelect Lau Luen-hung, Joseph as Non-Executive
3e Director Mgmt For For
3f Reelect Lau Yuk-wai, Amy as Non-Executive Director Mgmt For For
Reelect Lam Siu-lun, Simon as Independent
3g Non-Executive Director Mgmt For For
Reelect Cheung Yuet-man, Raymond as Independent
3h Non-Executive Director Mgmt For For
Reelect Shek Lai-him, Abraham as Independent
3i Non-Executive Director Mgmt For For
3j Authorize Board to Fix the Remuneration of Directors Mgmt For For
Reappoint Deloitte Touche Tohmatsu as Auditors and
4 Authorize Board to Fix Their Remuneration Mgmt For For
Approve Repurchase of Up to 10 Percent of Issued
5a Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked
5b Securities without Preemptive Rights Mgmt For Against
5c Authorize Reissuance of Repurchased Shares Mgmt For For
Comfortdelgro Corporation Shares Voted Security
Ltd 1,125,000 Y1690R106
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Adopt Financial Statements and Directors' and
1 Auditors' Reports for the Year Ended December 31, 2004 Mgmt For For
Declare Final Dividend of SGD 0.03007 Per Share Less
2 Income Tax Mgmt For For
Approve Directors' Fees of SGD 433,500 for the Year
3 Ended December 31, 2004 (2003: SGD 377,891) Mgmt For For
4 Reelect Wang Kai Yuen as Director Mgmt For For
5 Reelect Oo Soon Hee as Director Mgmt For For
6 Reelect Ong Ah Heng as Director Mgmt For For
Reappoint Deloitte & Touche as Auditors and Authorize
7 Board to Fix Their Remuneration Mgmt For For
8 Approve Issuance of Shares without Preemptive Rights Mgmt For For
Approve Issuance of Shares and Grant of Options
Pursuant to the ComfortDelGro Employees Share Option
9 Scheme Mgmt For Against
KEPPEL CORPORATION LTD Shares Voted 278,000 Security V53838112
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Adopt Financial Statements and Directors' and
1 Auditors' Reports Mgmt For For
2 Declare Final Dividend of SGD 0.11 Per Share Mgmt For For
3 Reelect Tony Chew Leong-Chee as Director Mgmt For Against
4 Reelect Lim Chee Onn as Director Mgmt For For
5 Reelect Teo Soon Hoe as Director Mgmt For For
6 Reelect Oon Kum Loon as Director Mgmt For Against
7 Reelect Tow Heng Tan as Director Mgmt For Against
Approve Directors' Fees of SGD 467,000 for the Year
8 Ended Dec. 31, 2004 Mgmt For For
Reappoint Auditors and Authorize Board to Fix Their
9 Remuneration Mgmt For For
10 Authorize Share Repurchase Program Mgmt For For
11 Approve Issuance of Shares without Preemptive Rights Mgmt For For
12 Approve Mandate for Transactions with Related Parties Mgmt For For
13 Amend Articles of Association Mgmt For For
KEPPEL CORPORATION LTD Shares Voted 278,000 Security V53838112
Meeting Date 4/29/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Business
Approve Reduction of the Sum Standing to the Credit
of the Share Premium Account by Up to SGD 159.0
Million and that the Reduction be Returned to
Shareholders on the Basis of SGD 0.20 in Cash for
Each Issued Ordinary Share in the Capital of the
1 Company Mgmt For For
PACIFIC BASIN SHIPPING Shares Voted Security
LIMITTE 2,247,000 G68437139
Meeting Date 4/29/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend of HK$0.16 Per Share Mgmt For For
3a Reelect Mark M. Harris as Director Mgmt For For
3b Reelect Richard M. Hext as Director Mgmt For For
3c Reelect Patrick B. Paul as Director Mgmt For For
3d Reelect Robert C. Nicholas as Director Mgmt For For
3e Reelect The Earl of Cromer as Director Mgmt For For
Authorize Board to Fix the Remuneration of the
3f Directors Mgmt For For
Reappoint PricewaterhouseCoopers, Certified Public
Accountants as Auditors and Authorize Board to Fix
4 Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
5 Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
6 Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For For
8 Amend Bylaws Re: Retirement by Rotation of Directors Mgmt For For
Hongkong Land Holdings Ltd. Shares Voted 463,000 Security G4587L109
Meeting Date 5/4/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Adopt Financial Statements and Directors' and
1 Auditors' Reports and Final Dividend Mgmt For For
2a Reelect Charles Allen-Jones as Director Mgmt For For
2b Reelect Nicholas Sallnow-Smith as Director Mgmt For For
Reappoint Auditors and Authorize Board to Fix Their
3 Remuneration Mgmt For For
4 Approve Issuance of Shares without Preemptive Rights Mgmt For For
5 Authorize Share Repurchase Program Mgmt For For
Taiwan Semiconductor Shares Voted Security
Manufacturing Co. 1,470,641 Y84629107
Meeting Date 5/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Report on Business Operation Results for
1.1 Fiscal Year 2004
1.2 Receive Supervisors' Report
Receive Report on the Acquisition or Disposal of
1.3 Assets with Related Parties for 2004
Receive Report on the Status of Guarantees Provided
1.4 by the Company as of the End of 2004
Receive Report on the Execution of Treasury Stock
1.5 Buyback
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
2.00 per Share and Stock Dividend of 50 Shares per
2.2 1000 Shares Held Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
2.4 Amend Articles of Association Mgmt For For
3 Other Business
Huaneng Power Shares Voted Security
International Inc. 1,834,200 Y3744A105
Meeting Date 5/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Working Report of the Board of the Directors Mgmt For For
2 Accept Working Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Cash Dividend of RMB0.25 Per Share Mgmt For For
Approve PricewaterhouseCoopers Zhong Tian CPAs Co.
Ltd as PRC Auditor and PricewaterhouseCoopers as
International Auditor With a Total Remuneration of
5 $2.01 Million Mgmt For For
6a Elect Li Xiaopeng as Director Mgmt For For
6b Elect Huang Yongda as Director Mgmt For For
6c Elect Wang Xiaosong as Director Mgmt For For
6d Elect Na Xizhi as Director Mgmt For For
6e Elect Huang Long as Director Mgmt For For
6f Elect Wu Dawei as Director Mgmt For For
6g Elect Shan Qunying as Director Mgmt For For
6h Elect Yang Shengming as Director Mgmt For For
6i Elect Xu Zujian as Director Mgmt For For
6j Elect Liu Shuyuan as Director Mgmt For For
6k Elect Qian Zhongwei as Independent Director Mgmt For For
6l Elect Xia Donglin as Independent Director Mgmt For For
6m Elect Liu Jipeng as Independent Director Mgmt For For
6n Elect Wu Yusheng as Independent Director Mgmt For For
6o Elect Yu Ning as Independent Director Mgmt For For
7a Elect Ye Daji as Supervisor Mgmt For For
7b Elect Shen Weibing as Supervisor Mgmt For For
7c Elect Shen Zongmin as Supervisor Mgmt For For
7d Elect Yu Ying as Supervisor Mgmt For For
Amend Articles Re: Share Capital, Election and
Removal of Shareholder and Employee Representatives
8 at Meetings Mgmt For For
Approve Issue of Short-Term Debenture of a Principal
Amount of Up to RMB 5.0 Billion and Grant of
Unconditional Mandate to Directors to Determine the
Terms and Conditions and Any Relevant Matters in
9 Relation to the Issue of Short-Term Debenture ShrHoldr For Against
Guangshen Railway Co Shares Voted 3,226,000 Security Y2930P108
Meeting Date 5/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Report of the Board Mgmt For For
2 Accept Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Profit Distribution for 2004 Mgmt For For
5 Approve Company Budget for 2005 Mgmt For For
Appoint Pan-China (Schinda) Certified Public
Accountants as the PRC Auditors and Authorize Board
6 and the Audit Committee to Fix Their Remuneration Mgmt For For
Appoint PricewaterhouseCoopers as the International
Auditors and Authorize Board and Audit Committee to
7 Fix Their Remuneration Mgmt For For
8 Amend Articles of Association Mgmt For For
Elect Wu Junguang as Director and Authorize Board to
9 Fix His Remuneration Mgmt For For
Elect Li Kelie as Director and Authorize Board to Fix
10 His Remuneration Mgmt For For
Elect Hu Lingling as Director and Authorize Board to
11 Fix His Remuneration Mgmt For Against
Elect Wu Houhui as Director and Authorize Board to
12 Fix His Remuneration Mgmt For Against
Elect Wen Weiming as Director and Authorize Board to
13 Fix His Remuneration Mgmt For Against
Elect Li Peng as Director and Authorize Board to Fix
14 His Remuneration Mgmt For For
Elect Chang Loong Cheong as Director and Authorize
15 Board to Fix His Remuneration Mgmt For For
Elect Deborah Kong as Director and Authorize Board to
16 Fix Her Remuneration Mgmt For For
Elect Wilton Chau Chi Wai as Director and Authorize
17 Board to Fix His Remuneration Mgmt For For
Elect Yao Muming as Supervisor and Authorize Board to
18 Fix His Remuneration Mgmt For For
Elect Tang Dinghong as Supervisor and Authorize Board
19 to Fix His Remuneration Mgmt For For
Elect Chen Yongbao as Supervisor and Authorize Board
20 to Fix His Remuneration Mgmt For For
Elect Tan Jia as Supervisor and Authorize Board to
21 Fix Her Remuneration Mgmt For For
Elect Chen Yunzhong as Supervisor and Authorize Board
22 to Fix His Remuneration Mgmt For For
23 Approve Remuneration of Directors Mgmt For For
24 Approve Remuneration of Supervisors Mgmt For For
25 Adopt New Articles of Association Mgmt For For
Approve and Adopt Decision Making System Concerning
26 Connected Transactions of the Company Mgmt For For
27 Other Business (Voting) Mgmt For Against
China Mobile (Hong Kong) Shares Voted Security
Limited 841,000 Y14965100
Meeting Date 5/12/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend of HK$0.46 Per Share Mgmt For For
3a Reelect Wang Jianzhou as Director Mgmt For For
3b Reelect Zhang Chenshuang as Director Mgmt For For
3c Reelect Li Mofang as Director Mgmt For For
3d Reelect Julian Michael Horn-Smith as Director Mgmt For For
3e Reelect Li Yue as Director Mgmt For For
3f Reelect He Ning as Director Mgmt For For
3g Reelect Frank Wong Kwong Shing as Director Mgmt For For
Reappoint KPMG as Auditors and Authorize Board to Fix
4 Their Remuneration Mgmt For For
Approve Repurchase of Up to 10 Percent of Issued
5 Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked
6 Securities without Preemptive Rights Mgmt For Against
7 Authorize Reissuance of Repurchased Shares Mgmt For For
Telekom Malaysia Berhad Shares Voted 500,200 Security Y8578H118
Meeting Date 5/17/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements and Statutory Reports for
1 the Financial Year Ended Dec. 31, 2004 Mgmt For For
Approve Tax Exempt Final Dividend of MYR 0.20 Per
2 Share for the Financial Year Ended Dec. 31, 2004 Mgmt For For
3 Elect Nur Jazlan Tan Sri Mohamed as Director Mgmt For Against
4 Elect Azman Mokhtar as Director Mgmt For For
5 Elect Abdul Wahid Omar as Director Mgmt For For
6 Elect Haji Abd. Rahim Haji Abdul as Director Mgmt For Against
7 Elect Abdul Rahim Haji Daud as Director Mgmt For For
Approve Remuneration of Directors for the Financial
8 Year Ended Dec. 31, 2004 Mgmt For For
Approve PricewaterhouseCoopers as Auditors and
9 Authorize Board to Fix Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights in Any Amount Up
10 to Ten Percent of Issued Share Capital Mgmt For For
Telekom Malaysia Berhad Shares Voted 500,200 Security Y8578H118
Meeting Date 5/17/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Ordinary Business
Approve Call and Put Option Which Requires or
Entitles the Acquisition by TM International (L) Ltd
of Up to an Additional 52.7 Percent Equity Interest
in PT Excelcomindo Pratama for a Cash Consideration
1 of Up to $606.1 Million Mgmt For For
Approve Listing of MTM Networks (Private) Ltd, the
Company's Wholly-Owned Subsidiary, on the the Colombo
2 Stock Exchange Mgmt For For
Amend the Existing Bye-Laws Governing the Company's
Employees' Share Option Scheme in the Form and Manner
as Set Out in Appendix IV of the Circular to
3 shareholders Dated April 25, 2005 Mgmt For Against
Approve Grant of Options to Abdul Wahid Omar to
Subscribe for Up to 1.2 Million Ordinary Shares in
4 Telekom Malaysia Bhd Mgmt For Against
Special Business
Amend Articles of Association in the Form and Manner
as Set Out in Appendix VI of the Circular to
1 Shareholders Dated April 25, 2005 Mgmt For For
Wharf (Holdings) Ltd. Shares Voted 320,000 Security Y9551M108
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Reelect Paul M.P. Chan as Director Mgmt For For
3b Reelect Edward K.Y. Chen as Director Mgmt For For
3c Reelect Raymond K.F. Ch'ien as Director Mgmt For For
3d Reelect Vincent K. Fang as Director Mgmt For For
Approve KPMG as Auditors and Authorize Board to Fix
4 Their Remuneration Mgmt For For
Approve Increase in Fees Payable to Each Director
From HK$35,000 Per Annum to HK$50,000 Per Annum and
Extra Remuneration of HK$15,000 Per Annum for Each
5 Member of the Audit Committee Mgmt For For
Approve Repurchase of Up to 10 Percent of Issued
6 Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked
7 Securities without Preemptive Rights Mgmt For Against
8 Authorize Reissuance of Repurchased Shares Mgmt For For
NANYA TECHNOLOGY CO LTD Shares Voted 1,468,000 Security Y62066108
Meeting Date 5/18/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Performance Report for Year 2004
1.2 Receive Supervisors' Report
1.3 Receive Report on Issuance of GDR
Receive Report on the Standard of Directors and
1.4 Supervisors Code of Conduct
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
0.50 per Share and Stock Dividend of 50 Shares per
2.2 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
2.4 Amend Articles of Association Mgmt For Against
Approve Issuance of Ordinary Shares to Participate
2.5 the Issuance of Global Depository Receipt Mgmt For Against
Cheung Kong Holdings Shares Voted 440,000 Security 6190273 Y13213106
Meeting Date 5/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Reelect Li Ka-shing as Director Mgmt For For
3b Reelect Li Tzar Kuoi, Victor as Director Mgmt For For
3c Reelect Pau Yee Wan, Ezra as Director Mgmt For For
3d Reelect Woo Chia Ching, Grace as Director Mgmt For For
3e Reelect Leung Siu Hon as Director Mgmt For For
3f Reelect Simon Murray as Director Mgmt For For
3g Reelect Chow Nin Mow, Albert as Director Mgmt For For
3h Reelect Kwan Chiu Yin, Robert as Director Mgmt For For
3i Reelect Cheong Ying Chew, Henry as Director Mgmt For For
Approve Deloitte Touche Tohmatsu as Auditors and
4 Authorize Board to Fix Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
5a Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
5b Capital Mgmt For For
5c Authorize Reissuance of Repurchased Shares Mgmt For For
Hutchison Whampoa Limited Shares Voted 824,400 Security 6448068 Y38024108
Meeting Date 5/19/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Share Option Scheme of Hutchison
Telecommunications International Ltd. (HTIL Share
Option Scheme) and Authorize Directors to Approve Any
Amendments to the Rules of the HTIL Share Option
1 Scheme Mgmt For Against
Hutchison Whampoa Limited Shares Voted 824,400 Security 6448068 Y38024108
Meeting Date 5/19/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Elect LI Tzar Kuoi, Victor as Director Mgmt For For
3b Elect FOK Kin-ning, Canning as Director Mgmt For For
3c Elect KAM Hing Lam as Director Mgmt For For
3d Elect Holger KLUGE as Director Mgmt For For
3e Elect WONG Chung Hin as Director Mgmt For For
Approve Auditors and Authorize Board to Fix Their
4 Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
5a Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
5b Capital Mgmt For For
5c Authorize Reissuance of Repurchased Shares Mgmt For For
Cosco Pacific Limited Shares Voted 1,162,000 Security 6354251 G2442N104
Meeting Date 5/20/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a1 Reelect XU Lirong as Director Mgmt For For
3a2 Reelect WONG Tin Yau, Kelvin as Director Mgmt For For
3a3 Reelect LIU Lit Man as Director Mgmt For For
3a4 Reelect KWONG Che Keung, Gordon as Director Mgmt For For
3b Authorize Board to Fix Their Remuneration Mgmt For For
Reappoint PricewaterhouseCoopers as Auditors and
4 Authorize Board to Fix Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
5a Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
5b Capital Mgmt For For
5c Authorize Reissuance of Repurchased Shares Mgmt For For
Amend Bylaws Re: Use by Directors of Conference
Telephone, Electronic or Other Communications
Equipment at General Meetings, Retirement by Rotation
6 of Directors Mgmt For For
National Thermal Power Shares Voted Security
Corp. 374,600 Y6206E101
Meeting Date 5/23/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Amend Articles of Association Re: Change in Corporate
1 Purpose Mgmt For For
CNOOC LTD Shares Voted 1,964,000 Security Y1662W117
Meeting Date 5/25/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1a Accept Financial Statements and Statutory Reports Mgmt For For
1b Approve Final Dividend Mgmt For For
1c1 Reelect Luo Han as Director Mgmt For For
1c2 Reelect Chiu Sung Hong as Director Mgmt For For
Reappoint Auditors and Authorize Board to Fix Their
1d Remuneration Mgmt For For
Approve Repurchase of Up to 10 Percent of Issued
2a Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked
2b Securities without Preemptive Rights Mgmt For Against
2c Authorize Reissuance of Repurchased Shares Mgmt For For
Petrochina Co. Ltd. Shares Voted 6,338,000 Security 6226576 Y6883Q104
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Report of the Board of Directors Mgmt For For
2 Accept Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Final Dividend Mgmt For For
Authorize Board to Determine the Distribution of
5 Interim Dividend for 2005 Mgmt For For
Appoint PricewaterhouseCoopers, Certified Public
Accountants as International Auditors and
PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd.,
Certified Public Accountants as Domestic Auditors and
6 Authorize Board to Fix Their Remuneration Mgmt For For
Amend Articles Re: Editing Changes, Reports Available
to Shareholders, Voting at Meetings, Nomination of
Directors, Releasing of Notices of Meetings, Material
Interest of Directors in Contracts Entered into by
7 the Company Mgmt For For
Approve Issuance of Equity or Equity-Linked
8 Securities without Preemptive Rights Mgmt For Against
9 Other Business (Voting) Mgmt For Against
BOC HONG KONG (HOLDINGS) Shares Voted Security
LTD 1,072,000 6536112 Y0920U103
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend of HK$0.395 Per Share Mgmt For For
3a Reelect SUN Changji as Director Mgmt For Against
3b Reelect HUA Qingshan as Director Mgmt For Against
3c Reelect ZHANG Yanling as Director Mgmt For Against
3d Reelect FUNG Victor Kwok King as Director Mgmt For For
Reappoint PricewaterhouseCoopers as Auditors and
Authorize Board or a Duly Authorized Committee to Fix
4 Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
5 Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
6 Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For For
Shangri-la Asia Ltd. Shares Voted 1,160,000 Security 6771032 G8063F106
Meeting Date 5/26/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Reelect Alexander Reid Hamilton as Director Mgmt For For
3b Reelect Lee Yong Sun as Director Mgmt For For
3c Reelect Tow Heng Tan as Director Mgmt For For
3d Reelect Ye Longfei as Director Mgmt For For
Approve Remuneration of Directors Including Fees for
4 the Audit and Remuneration Committees Mgmt For For
Reappoint PricewaterhouseCoopers as Auditors and
5 Authorize Board to Fix Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
6a Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
6b Capital Mgmt For For
6c Authorize Reissuance of Repurchased Shares Mgmt For For
Amend Bylaws Re: Voting at Meetings, Retirement by
7 Rotation of Directors Mgmt For For
Gujarat Ambuja Cements Ltd. Shares Voted 127,140 Security 6100119 Y2943F121
Meeting Date 5/26/2005 Meeting Type EGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Approve 5-for-1 Stock Split Mgmt For For
2 Authorize Capitalization of Reserves for Bonus Issue Mgmt For For
Woori Investment &
Securities Co. (formerly
LG Investment & Shares Voted 92,320 Security Y9694X102
Meeting Date 5/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Appropriation of Income and Dividends of KRW
1 250 Per Common Share Mgmt For For
Amend Articles of Incorporation to Expand Business
Objectives, Increase Issuance Limits on Employee
2 Stock Options, and Extend Board Meeting Notice Period Mgmt For Against
3 Elect A Director Mgmt For For
Elect An inside Director For A Member of Audit
4 Committee Mgmt For Against
5 Elect Outside Directors For Members of Audit Committee Mgmt For For
6 Approve Limit on Remuneration of Directors Mgmt For For
CVS Bay Area Inc. Shares Voted 485,000 Security 2687
Meeting Date 5/27/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Allocation of Income, Including the Following
1 Dividends: Interim JY 10, Final JY 3.5, Special JY 0 Mgmt For For
2.1 Elect Director Mgmt For For
2.2 Elect Director Mgmt For For
2.3 Elect Director Mgmt For For
2.4 Elect Director Mgmt For For
2.5 Elect Director Mgmt For For
2.6 Elect Director Mgmt For For
3.1 Appoint Internal Statutory Auditor Mgmt For For
3.2 Appoint Internal Statutory Auditor Mgmt For For
Denway Motors Ltd.
(formerly Denway
Investment) Shares Voted 4,198,000 Security 6263766 Y2032Y106
Meeting Date 5/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend Mgmt For For
3a Reelect ZHANG Baoqing as Director Mgmt For For
3b Reelect LEE Ka Lun as Director Mgmt For For
3c Reelect CHEUNG Doi Shu as Director Mgmt For For
3d Reelect FUNG Ka Pun as Director Mgmt For For
Authorize Board to Fix the Remuneration of the
3e Directors Mgmt For For
Reappoint Auditors and Authorize Board to Fix Their
4 Remuneration Mgmt For For
Approve Repurchase of Up to 10 Percent of Issued
5 Capital Mgmt For For
Approve Issuance of Equity or Equity-Linked
6 Securities without Preemptive Rights Mgmt For Against
7 Authorize Reissuance of Repurchased Shares Mgmt For For
8 Amend Articles Re: Retirement by Rotation of Directors Mgmt For For
MTR CORP Shares Voted 321,000 Security Y6146T101
Meeting Date 6/2/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Final Dividend of HK$0.28 Per Share Mgmt For For
3a Reelect Cheung Yau-kai as Director Mgmt For For
3b Reelect Edward Ho Sing-tin as Director Mgmt For For
3c Reelect Lo Chung-hing as Director Mgmt For For
Reappoint KPMG as Auditors and Authorize Board to Fix
4 Their Remuneration Mgmt For For
Approve Issuance of Equity or Equity-Linked
5 Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
6 Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For For
CATHAY FINANCIAL HOLDING Shares Voted Security
COMPANY 618,000 Y11654103
Meeting Date 6/3/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
2.2 2.50 per Share Mgmt For For
Approve Release of Restrictions of Competitive
3.1 Activities of Directors Mgmt For For
3.2 Amend Articles of Association Mgmt For Against
4 Other Business Mgmt For Against
First Pacific Co. Ltd. Shares Voted 9,086,000 Security 6339872 G34804107
Meeting Date 6/9/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
Reappoint Ernst & Young as Auditors and Authorize
2 Board to Fix Their Remuneration Mgmt For For
3a Reelect Anthoni Salim as Non-Executive Director Mgmt For For
Reelect Manuel V. Pangilinan as Managing Director and
3b Chief Executive Officer Mgmt For For
3c Reelect Edward A. Tortorici as Executive Director Mgmt For For
3d Reelect Robert C. Nicholson as Executive Director Mgmt For For
Reelect Edward K.Y. Chen as Independent Non-Executive
3e Director Mgmt For For
Reelect Graham L. Pickles as Independent
3f Non-Executive Director Mgmt For For
Reelect David W.C. Tang as Independent Non-Executive
3g Director Mgmt For For
Reelect Albert F. Del Rosario as Non-Executive
3h Director Mgmt For For
3i Reelect Sutanto Djuhar as Non-Executive Director Mgmt For For
3j Reelect Tedy Djuhar as Non-Executive Director Mgmt For For
3k Reelect Ibrahim Risjad as Non-Executive Director Mgmt For For
3l Reelect Benny Santoso as Non-Executive Director Mgmt For For
4 Fix Remuneration of the Directors Mgmt For For
Authorize Board to Appoint Additional Directors Up to
5 the Maximum Number Mgmt For For
Approve Issuance of Equity or Equity-Linked
6 Securities without Preemptive Rights Mgmt For Against
Approve Repurchase of Up to 10 Percent of Issued
7 Capital Mgmt For For
8 Authorize Reissuance of Repurchased Shares Mgmt For For
Amend Bylaws Re: Retirement by Rotation and Election
9 of Directors Mgmt For For
Approve New Executive Stock Option Plan of Metro
10 Pacific Corp. Mgmt For Against
Formosa Chemical & Fiber Shares Voted Security
Co. Ltd. 1,250,000 Y25946107
Meeting Date 6/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
Receive Report on Business Operation Results of FY
1.1 2004
1.2 Receive Supervisors' Report
1.3 Receive Report on Overseas Unsecured Convertible Bonds
Receive Report on the Implementation of Code of
1.4 Conducts for Directors and Supervisors
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
4.5 per Share and Stock Dividend of 100 Shares per
2.2 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.1 Profit Sharing Mgmt For For
3.2 Amend Articles of Association Mgmt For For
4 Other Business
Mega Financial Holdings
Co(frm CTB FINANCIAL
HOLDING CO LTD) Shares Voted 1,831,280 Security Y1822Y102
Meeting Date 6/10/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on the Execution of Treasury Shares
2 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
3.1 1.6 per Share Mgmt For For
Approve Release of Restrictions of Competitive
3.2 Activities of Directors Mgmt For For
4 Other Business
Infosys Technologies Ltd Shares Voted 46,000 Security 6205122 Y4082C133
Meeting Date 6/11/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Dividends of INR 6.5 Per Share Mgmt For For
3 Reappoint N.R.N. Murthy as Director Mgmt For For
4 Reappoint N.M. Nilekani as Director Mgmt For For
5 Reappoint K. Dinesh as Director Mgmt For For
6 Reappoint C. Smadja as Director Mgmt For For
Approve Vacancy on the Board of Directors Resulting
7 from Retirement of P. Yeo Mgmt For For
Approve BSR & Co. as Auditors and Authorize Board to
8 Fix Their Remuneration Mgmt For For
Approve Reappointment and Remuneration of T.V.M. Pai,
9 Executive Director Mgmt For For
Approve Reappointment and Remuneration of S. Batni,
10 Executive Director Mgmt For For
Approve Transfer of Register of Members, Documents
11 and Certificates to Share Registrars Mgmt For For
UNIMICRON TECHNOLOGY CORP
(EX WORLD WISER
ELECTRONICS INC) Shares Voted 565,000 Security Y90668107
Meeting Date 6/13/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Receive Reports
2 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of
0.60 per Share and Stock Dividend of 60 Shares per
3 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
4 Profit Sharing Mgmt For For
5 Amend Articles of Association Mgmt For Against
6 Elect Directors and Supervisors Mgmt For For
Approve Release of Restrictions of Competitive
7 Activities of Directors Mgmt For For
8 Other Business Mgmt For Against
China Steel Corporation Shares Voted 1,633,000 Security Y15041109
Meeting Date 6/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
Receive Report on Status of Endorsements and
1.3 Guarantees
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
3.90 per Share and Stock Dividend of 50 per 1000
2.2 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
2.4 Amend Articles of Association Mgmt For For
Amend Procedures Governing the Acquisition or
2.5 Disposal of Assets Mgmt For For
Approve Release of Restrictions of Competitive
2.6 Activities of Directors Mgmt For For
3 Other Business Mgmt For Against
Far Eastern Textile Ltd. Shares Voted 2,081,941 Security Y24374103
Meeting Date 6/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Financial Report
1.3 Receive Supervisors' Report
1.4 Receive Report on the Issuance of Corporate Debt
1.5 Receive Other Reports
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
1 per Share and Stock Dividend of 80 Shares per 1000
2.2 Shares Mgmt For For
3.1 Amend Articles of Association Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.2 Profit Sharing Mgmt For For
Approve Remuneration of Directors, Supervisors, and
3.3 Senior Management Mgmt For For
3.4 Other Discussions
4 Other Business
Hon Hai Precision Industry Shares Voted 247,000 Security Y36861105
Meeting Date 6/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
Receive Report on Indirect Investments in Mainland
1.3 China
1.4 Receive Other Reports
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
2.50 per Share and Stock Dividend of 200 Shares per
2.2 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
2.3 Profit Sharing Mgmt For For
Approve Increase of Registered Capital and Issuance
of Ordinary Shares to Participate the Issuance of
2.4 Global Depository Receipt Mgmt For Against
2.5 Amend Articles of Association Mgmt For Against
Amend Procedures Governing Derivative Financial
2.6 Instruments Mgmt For Against
3 Other Business
AU OPTRONICS CORP Shares Voted 1,328,000 Security Y0451X104
Meeting Date 6/14/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
Receive Report on the Status of Indirect Investment
1.3 in Mainland China
1.4 Receive Report on Issuance of Secured Corporate Bonds
1.5 Receive Report on Issuance of ADR
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend NTD
1.2 per Share and Stock Dividend of 90 Shares per
3.1 1000 Shares Mgmt For For
Approve Capitalization of 2004 Dividends and Employee
3.2 Profit Sharing Mgmt For For
3.3 Amend Articles of Association Mgmt For Against
Approve Increase of Registered Capital and Issuance
of Ordinary Shares to Participate the Issuance of
3.4 Global Depository Receipt Mgmt For Against
Approve 5-Year Income Tax Exemption Regarding Rights
3.5 Offering in 2003 Under Statute for Upgrading Industry Mgmt For For
4 Other Business
First Tractor Company Shares Voted 2,206,000 Security 6002895 Y25714109
Meeting Date 6/17/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Report of the Board of Directors Mgmt For For
2 Accept Report of the Supervisory Committee Mgmt For For
3 Accept Financial Statements and Statutory Reports Mgmt For For
4 Approve Dividend Distribution Proposal Mgmt For For
Reappoint Ernst & Young as Auditors and Authorize
5 Board to Fix Their Remuneration Mgmt For For
6 Approve Remuneration of Directors and Supervisors Mgmt For For
7 Other Business (Voting) Mgmt For Against
Special Business
Authorize Board to Determine Investment Plan or
1 Proposal Mgmt For Against
2 Approve Issuance of H Shares without Preemptive Rights Mgmt For Against
Authorize Board to Declare an Interim Dividend for
3 Half Year Ended June 30, 2005 Mgmt For For
CHUNGHWA TELECOM Shares Voted 1,170,000 Security Y1613J108
Meeting Date 6/21/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
1.3 Receive Report on 2003 Financial Statements Audit
Receive Report on Purchase of Liability Insurance to
1.4 Directors and Supervisors
Receive Report on the Code of Ethics for Directors
1.5 and Supervisors
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
2.2 4.7 per Share Mgmt For For
3 Approve Remuneration of Directors and Supervisors Mgmt For For
4 Other Business Mgmt For Against
Bank Of Kaohsiung Co Ltd Shares Voted 1,027,000 Security Y0694H106
Meeting Date 6/23/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1.1 Receive Report on 2004 Business Operation Results
1.2 Receive Supervisors' Report
Receive Report on the Amendment of Board Meeting
1.3 Procedures
Receive Report on an Agreement with an Industry
1.4 Association
1.5 Receive Report on Assets Depreciation
2.1 Accept Financial Statements and Statutory Reports Mgmt For For
Approve Allocation of Income and Cash Dividend of NTD
2.2 0.50 per Share Mgmt For For
2.3 Amend Articles of Association Mgmt For Against
3 Elect Directors and Supervisors Mgmt For For
4 Other Business
Ranbaxy Laboratories Shares Voted 84,130 Security 6101071 Y7187Y140
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
2 Approve Dividends of INR 12 Per Share Mgmt For For
3 Reappoint P.S. Joshi as Director Mgmt For For
4 Reappoint S. Daulet-Singh as Director Mgmt For For
5 Reappoint J.W. Balani as Director Mgmt For For
Approve Walker, Chandiok & Co as Auditors and
6 Authorize Board to Fix Their Remuneration Mgmt For For
7 Appoint R.L. Adige as Director Mgmt For For
Approve Appointment and Remuneration of R.L. Adige,
8 Executive Director Mgmt For For
9 Approve Employees Stock Option Scheme-2005 Mgmt For Against
Approve Employees Stock Option Scheme-2005 for
10 Subsidiaries Mgmt For Against
11 Approve 2-For-1 Stock Split Mgmt For For
12 Amend Memorandum of Association Re: Stock Split Mgmt For For
13 Amend Articles of Association Re: Stock Split Mgmt For For
State Bank Of India Shares Voted 111,888 Security 6100799 Y8161Z129
Meeting Date 6/30/2005 Meeting Type AGM
Ballot Issues Proponent Mgmt Vote
Rec Cast
1 Accept Financial Statements and Statutory Reports Mgmt For For
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 8/15/05
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* Print the name and title of each signing officer under his or her signature.