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 - ------------------------------------------------------------------------------------------------------------------------------------ HURRIYET GAZETE OGM Meeting Date: 07/21/2004 Issuer: M5316N103 ISIN: TRAHURGZ91D9 BLOCKING SEDOL: 4311560, 4445276, B03MTH2, B03N1M4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * 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 - ------------------------------------------------------------------------------------------------------------------------------------ SATYAM COMPUTER SERVICES LTD AGM Meeting Date: 07/23/2004 Issuer: Y7530Q141 ISIN: INE275A01028 SEDOL: 6241858 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ P.T. TELEKOMUNIKASI INDONESIA, TBK TLK Annual Meeting Date: 07/30/2004 Issuer: 715684 ISIN: SEDOL: - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 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. - ------------------------------------------------------------------------------------------------------------------------------------ P.T. TELEKOMUNIKASI INDONESIA, TBK TLK Annual Meeting Date: 07/30/2004 Issuer: 715684 ISIN: SEDOL: - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 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. - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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. - ------------------------------------------------------------------------------------------------------------------------------------ KOREA ELECTRIC POWER CORP EGM Meeting Date: 08/27/2004 Issuer: Y48406105 ISIN: KR7015760002 SEDOL: 6495730 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. ELECT THE DIRECTORS Management For - ------------------------------------------------------------------------------------------------------------------------------------ M.A. INDUSTRIES LTD EGM Meeting Date: 08/30/2004 Issuer: M67888103 ISIN: IL0010818198 SEDOL: 6115607 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE TO ALLOT WARRANT OPTIONS TO PROFESSOR Management Against REBECCA CARMI, THE DIRECTOR AND PROFESSORS A. BRAVERMAN AND E. HALEVY, THE DIRECTORS - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ SKYWORTH DIGITAL HOLDINGS LTD AGM Meeting Date: 09/01/2004 Issuer: G8181C100 ISIN: BMG8181C1001 SEDOL: 5950144, 6228828 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ----------------------------------------------------------------------------------------------------------------------------------- MAN GROUP PLC Issuer: G5790V107 ISIN: GB0002944055 SEDOL: 0294405, 5847901 - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- VODAFONE GROUP PLC 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 - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- GRAFTON GROUP PLC Issuer: G4035Q189 ISIN: IE00B00MZ448 SEDOL: B00MZ44, B00NKF3 - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- DIAGEO PLC Issuer: G42089113 ISIN: GB0002374006 SEDOL: 0237400, 5399736, 5409345, 5460494 - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- CENTRICA PLC Issuer: G2018Z127 ISIN: GB0005734388 SEDOL: 0573438, 5686104 - ----------------------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------------------- 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 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 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 - ----------------------------------------------------------------------------------------------------------------------------------- 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. - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For LIMITED FOR THE YE 30 JUN 20 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 - ------------------------------------------------------------------------------------------------------------------------------------ ESPRIT HOLDINGS LTD AGM Meeting Date: 12/03/2004 Issuer: G3122U129 ISIN: BMG3122U1291 SEDOL: 0478920, 5752674, 6321642 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For FINANCIAL STATEMENTS AND THE REPO RTS OF THE DIRECTORS AND 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 - ------------------------------------------------------------------------------------------------------------------------------------ ESPRIT HOLDINGS LTD AGM Meeting Date: 12/03/2004 Issuer: G3122U129 ISIN: BMG3122U1291 SEDOL: 0478920, 5752674, 6321642 - ------------------------------------------------------------------------------------------------------------------------------------ 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 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 - ------------------------------------------------------------------------------------------------------------------------------------ AUSTRALIA & NEW ZEALAND BANKING GROUP LTD AGM Meeting Date: 12/17/2004 Issuer: Q09504137 ISIN: AU000000ANZ3 SEDOL: 6065586, 6068079 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ANNUAL REPORT, FINANCIAL 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 - ------------------------------------------------------------------------------------------------------------------------------------ SANOFI-AVENTIS EGM Meeting Date: 12/23/2004 Issuer: F5548N101 ISIN: FR0000120578 BLOCKING SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67 - ------------------------------------------------------------------------------------------------------------------------------------ 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 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. - ------------------------------------------------------------------------------------------------------------------------------------ ICICI BK LTD SGM Meeting Date: 01/24/2005 Issuer: Y38575109 ISIN: INE090A01013 SEDOL: 6100368 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. Non-Voting Non-Vote Proposal A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ---------------------------------------------------------------------------------------------------------------------------- PTT PUBLIC COMPANY LIMITED AGM Meeting Date: 04/12/2005 Issuer: Y6883U113 ISIN: TH0646010015 SEDOL: 6420390, 7664379 - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 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. - ---------------------------------------------------------------------------------------------------------------------------- HANG SENG BANK LTD AGM Meeting Date: 04/21/2005 Issuer: Y30327103 ISIN: HK0011000095 SEDOL: 5687118, 6408374 - ---------------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------------- NANYA TECHNOLOGY CORP AGM Meeting Date: 05/18/2005 Issuer: Y62066108 ISIN: TW0002408002 SEDOL: 6283601 - ---------------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------------- 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 --------- * Print the name and title of each signing officer under his or her signature.