UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
Asset Management Portfolio II
Asset Management Portfolio III
EAFE Equity Index Portfolio
PreservationPlus Portfolio
Scudder Limited-Duration Plus Portfolio
U.S. Bond Index Portfolio
Each a Series of Scudder Investment Portfolios
Investment Company Act file number 811-07774
Scudder Investment Portfolios
(Exact name of registrant as specified in charter)
One South Street
Baltimore, MD 21202
(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: 03/31
-----
Asset Management Portfolio II
Asset Management Portfolio III
Date of fiscal year end: 09/30
-----
PreservationPlus Income Portfolio
Scudder Limited-Duration Plus Portfolio
Date of fiscal year end: 12/31
-----
U.S. Bond Index Portfolio
EAFE Equity Index Portfolio
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: 08/08/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Asset Management Portfolio II
- ----------------------------------------------------------------------------------------------------------------------------
BED BATH & BEYOND INC. BBBY Annual Meeting Date: 07/01/2004
Issuer: 075896 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No
04 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No
05 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No
- ----------------------------------------------------------------------------------------------------------------------------
CENTEX CORPORATION CTX Annual Meeting Date: 07/15/2004
Issuer: 152312 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
DELL INC. Annual Meeting Date: 07/16/2004
Issuer: 24702R ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 S/H PROPOSAL - FORM SHAREHOLDER ADVISORY COMMITTEE Shareholder For Yes
- ----------------------------------------------------------------------------------------------------------------------------
MCKESSON CORPORATION MCK Annual Meeting Date: 07/28/2004
Issuer: 58155Q ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
R.J. REYNOLDS TOBACCO HOLDINGS, INC. RJR Special Meeting Date: 07/28/2004
Issuer: 76182K ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 MISCELLANEOUS CORPORATE ACTIONS Management For No
02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes
- ----------------------------------------------------------------------------------------------------------------------------
THE ST. PAUL TRAVELERS COMPANIES, IN SPC Annual Meeting Date: 07/28/2004
Issuer: 792860 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No
- ----------------------------------------------------------------------------------------------------------------------------
ELECTRONIC ARTS INC. ERTS Annual Meeting Date: 07/29/2004
Issuer: 285512 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes
03 AMEND STOCK PURCHASE PLAN Management For No
04 APPROVE REVERSE STOCK SPLIT Shareholder For No
05 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes
06 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
XILINX, INC. XLNX Annual Meeting Date: 08/05/2004
Issuer: 983919 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COMPUTER SCIENCES CORPORATION CSC Annual Meeting Date: 08/09/2004
Issuer: 205363 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 ADOPT INCENTIVE STOCK OPTION PLAN Management For No
03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
FOREST LABORATORIES, INC. FRX Annual Meeting Date: 08/11/2004
Issuer: 345838 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No
03 ADOPT STOCK OPTION PLAN Management For No
04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COUNTRYWIDE FINANCIAL CORPORATION CFC Special Meeting Date: 08/17/2004
Issuer: 222372 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No
- ----------------------------------------------------------------------------------------------------------------------------
NVIDIA CORPORATION NVDA Annual Meeting Date: 08/19/2004
Issuer: 67066G ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
CHARTER ONE FINANCIAL, INC. CF Special Meeting Date: 08/23/2004
Issuer: 160903 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE MERGER AGREEMENT Management For No
02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes
- ----------------------------------------------------------------------------------------------------------------------------
BMC SOFTWARE, INC. BMC Annual Meeting Date: 08/24/2004
Issuer: 055921 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COMPUWARE CORPORATION CPWR Annual Meeting Date: 08/24/2004
Issuer: 205638 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
QLOGIC CORPORATION QLGC Annual Meeting Date: 08/24/2004
Issuer: 747277 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COMPUTER ASSOCIATES INTERNATIONAL, I CA Annual Meeting Date: 08/25/2004
Issuer: 204912 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against No
- ----------------------------------------------------------------------------------------------------------------------------
VERITAS SOFTWARE CORPORATION VRTSE Annual Meeting Date: 08/25/2004
Issuer: 923436 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes
03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
MEDTRONIC, INC. MDT Annual Meeting Date: 08/26/2004
Issuer: 585055 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No
- ----------------------------------------------------------------------------------------------------------------------------
NORTH FORK BANCORPORATION, INC. NFB Special Meeting Date: 08/31/2004
Issuer: 659424 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE MERGER AGREEMENT Management For No
- ----------------------------------------------------------------------------------------------------------------------------
APPLIED MICRO CIRCUITS CORPORATION AMCC Annual Meeting Date: 09/01/2004
Issuer: 03822W ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
NETWORK APPLIANCE, INC. NTAP Annual Meeting Date: 09/02/2004
Issuer: 64120L ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE Management Against Yes
SHARES
03 AMEND STOCK PURCHASE PLAN Management For No
04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
H&R BLOCK, INC. HRB Annual Meeting Date: 09/08/2004
Issuer: 093671 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes
03 AMEND STOCK OPTION PLAN Management For No
04 AMEND STOCK OPTION PLAN Management For No
05 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
H.J. HEINZ COMPANY HNZ Annual Meeting Date: 09/08/2004
Issuer: 423074 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
VALERO ENERGY CORPORATION VLO Special Meeting Date: 09/13/2004
Issuer: 91913Y ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No
- ----------------------------------------------------------------------------------------------------------------------------
SUNTRUST BANKS, INC. STI Special Meeting Date: 09/15/2004
Issuer: 867914 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE MERGER AGREEMENT Management For No
02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes
ProxyEdge - Investment Company Report Report Date: 08/08/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Asset Management Portfolio III
- ----------------------------------------------------------------------------------------------------------------------------
BED BATH & BEYOND INC. BBBY Annual Meeting Date: 07/01/2004
Issuer: 075896 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No
04 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No
05 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No
- ----------------------------------------------------------------------------------------------------------------------------
CENTEX CORPORATION CTX Annual Meeting Date: 07/15/2004
Issuer: 152312 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
DELL INC. Annual Meeting Date: 07/16/2004
Issuer: 24702R ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 S/H PROPOSAL - FORM SHAREHOLDER ADVISORY COMMITTEE Shareholder For Yes
- ----------------------------------------------------------------------------------------------------------------------------
MCKESSON CORPORATION MCK Annual Meeting Date: 07/28/2004
Issuer: 58155Q ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
R.J. REYNOLDS TOBACCO HOLDINGS, INC. RJR Special Meeting Date: 07/28/2004
Issuer: 76182K ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 MISCELLANEOUS CORPORATE ACTIONS Management For No
02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes
- ----------------------------------------------------------------------------------------------------------------------------
THE ST. PAUL TRAVELERS COMPANIES, IN SPC Annual Meeting Date: 07/28/2004
Issuer: 792860 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No
- ----------------------------------------------------------------------------------------------------------------------------
ELECTRONIC ARTS INC. ERTS Annual Meeting Date: 07/29/2004
Issuer: 285512 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes
03 AMEND STOCK PURCHASE PLAN Management For No
04 APPROVE REVERSE STOCK SPLIT Shareholder For No
05 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes
06 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
XILINX, INC. XLNX Annual Meeting Date: 08/05/2004
Issuer: 983919 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COMPUTER SCIENCES CORPORATION CSC Annual Meeting Date: 08/09/2004
Issuer: 205363 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 ADOPT INCENTIVE STOCK OPTION PLAN Management For No
03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
FOREST LABORATORIES, INC. FRX Annual Meeting Date: 08/11/2004
Issuer: 345838 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No
03 ADOPT STOCK OPTION PLAN Management For No
04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COUNTRYWIDE FINANCIAL CORPORATION CFC Special Meeting Date: 08/17/2004
Issuer: 222372 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No
- ----------------------------------------------------------------------------------------------------------------------------
NVIDIA CORPORATION NVDA Annual Meeting Date: 08/19/2004
Issuer: 67066G ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
CHARTER ONE FINANCIAL, INC. CF Special Meeting Date: 08/23/2004
Issuer: 160903 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE MERGER AGREEMENT Management For No
02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes
- ----------------------------------------------------------------------------------------------------------------------------
BMC SOFTWARE, INC. BMC Annual Meeting Date: 08/24/2004
Issuer: 055921 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COMPUWARE CORPORATION CPWR Annual Meeting Date: 08/24/2004
Issuer: 205638 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
QLOGIC CORPORATION QLGC Annual Meeting Date: 08/24/2004
Issuer: 747277 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
COMPUTER ASSOCIATES INTERNATIONAL, I CA Annual Meeting Date: 08/25/2004
Issuer: 204912 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against No
- ----------------------------------------------------------------------------------------------------------------------------
VERITAS SOFTWARE CORPORATION VRTSE Annual Meeting Date: 08/25/2004
Issuer: 923436 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes
03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
MEDTRONIC, INC. MDT Annual Meeting Date: 08/26/2004
Issuer: 585055 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
03 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No
- ----------------------------------------------------------------------------------------------------------------------------
NORTH FORK BANCORPORATION, INC. NFB Special Meeting Date: 08/31/2004
Issuer: 659424 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE MERGER AGREEMENT Management For No
- ----------------------------------------------------------------------------------------------------------------------------
APPLIED MICRO CIRCUITS CORPORATION AMCC Annual Meeting Date: 09/01/2004
Issuer: 03822W ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
NETWORK APPLIANCE, INC. NTAP Annual Meeting Date: 09/02/2004
Issuer: 64120L ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE Management Against Yes
SHARES
03 AMEND STOCK PURCHASE PLAN Management For No
04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
H&R BLOCK, INC. HRB Annual Meeting Date: 09/08/2004
Issuer: 093671 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes
03 AMEND STOCK OPTION PLAN Management For No
04 AMEND STOCK OPTION PLAN Management For No
05 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
H.J. HEINZ COMPANY HNZ Annual Meeting Date: 09/08/2004
Issuer: 423074 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 ELECTION OF DIRECTORS Management For No
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No
- ----------------------------------------------------------------------------------------------------------------------------
VALERO ENERGY CORPORATION VLO Special Meeting Date: 09/13/2004
Issuer: 91913Y ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No
- ----------------------------------------------------------------------------------------------------------------------------
SUNTRUST BANKS, INC. STI Special Meeting Date: 09/15/2004
Issuer: 867914 ISIN:
SEDOL:
- ----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ----------------------------------------------------------------------------------------------------------------------------
01 APPROVE MERGER AGREEMENT Management For No
02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes
ProxyEdge - Investment Company Report Report Date: 08/10/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder Inv Portfolio EAFE Equity Index Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
VOESTALPINE AG AGM Meeting Date: 07/01/2004
Issuer: A9101Y103 ISIN: AT0000937503 BLOCKING
SEDOL: 4943402, 5097762
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE MANAGEMENT AND Management
THE SUPERVISORY REPORTS FOR THE FY 2003/2004
2. APPROVE THE ALLOCATION OF THE NET INCOME Management
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
FOR THE FY 2003/2004
4. APPROVE THE ACTIONS OF THE SUPERVISORY BOARD Management
ON THE FY 2003/2004
5. APPROVE THE STATUARY ALLOWANCE OF THE SUPERVISORY Management
BOARD FOR THE FY 2003/2004
6. ELECT THE AUDITOR FOR THE BUSINESS YEAR 2004/2005 Management
7. ELECT THE SUPERVISORY BOARD Management
8. GRANT AUTHORITY TO REPURCHASE THE COMPANY SHARES Management
UP TO 10% OF THE COMPANY STOC K FROM EUR 15 TO
EUR 50 FOR A PERIOD OF 18 MONTHS
9. APPROVE TO CHANGE OF THE STOCK OPTION PROGRAM Management
OF 2001
10. APPROVE THE CHANGE OF STATUTE TO HAVE THE POSSIBILITY Management
TO ELECT A SECOND SUBSTI TUTE OF THE SUPERVISORY
BOARD
- ------------------------------------------------------------------------------------------------------------------------------------
3I GROUP PLC (FORMERLY INVESTORS IN INDUSTRY PLC) AGM Meeting Date: 07/07/2004
Issuer: G4708P104 ISIN: GB0008886938
SEDOL: 0888693, 5922949
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE COMPANY S ACCOUNTS FOR Management For
THE YE 31 MAR 2004 AND THE DIR ECTORS REPORT
AND THE AUDITORS REPORT THEREON
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 8.9P PER SHARE NET, Management For
PAYABLE TO SHAREHOLDERS ON THE REGISTER OF MEMBERS
ON 18 JUN 2004
4. RE-APPOINT MR. BARONESS HOGG AS A DIRECTOR OF Management For
THE COMPANY
5. RE-APPOINT MR. P.E YEA AS A DIRECTOR OF THE COMPANY Management For
6. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY UNTIL THE CONCLUSI ON OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE MEMBERS
7. AUTHORIZE THE BOARD TO FIX THE AUDITORS REMUNERATION Management For
8. AUTHORIZE THE EXECUTIVE DIRECTORS TO PARTICIPATE Management For
IN THE INCENTIVE ARRANGEMENTS
9. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ALL SUBSISTING AUTHORITIES, TO AL LOT RELEVANT
SECURITIES SECTION 80 OF THE COMPANIES ACT 1985
UP TO AN AGGREG ATE NOMINAL AMOUNT OF GBP 102,257,000;
AUTHORITY EXPIRES EARLIER AT THE CONCL USION
OF THE AGM OF THE COMPANY HELD ON 2009 OR 06
JUL 2009 ; AND THE DIRECTOR S MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANC E OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ALL SUBSISTING AUTHORITIES, SUBJE CT TO THE PASSING
OF RESOLUTION 9 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 FOR CASH PURSUANT TO THE AUT HORITY
CONFERRED BY RESOLUTION 9, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT
THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUI
TY SECURITIES A) IN CONNECTION WITH AN OFFER
OF SUCH SECURITIES BY WAY OF RIG HTS OR THE
PRE-EMPTIVE OFFER OR OTHER OFFERS IN FAVOR OF
ORDINARY SHAREHOLDERS ; AND B) UP TO AN AGGREGATE
NOMINAL VALUE OF GBP 15,338,000; AUTHORITY EXPIRE
S THE EARLIER OF THE CONCLUSION OF THE AGM OF
THE COMPANY IN 2009 OR 06 JUL 20 09 ; AND, AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC
H EXPIRY
S.11 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
ARTICLE 7 OF THE COMPANY S ARTIC LES OF ASSOCIATION,
TO MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES ACT 1985 OF UP TO 61,353,706 ORDINARY
SHARES 10% OF THE COMPANY ISSUED SHAR E CAPITAL
AS ON 10 MAY 2004 OF 50P EACH IN THE CAPITAL
OF THE COMPANY, AT A M INIMUM PRICE OF 50P FOR
EACH ORDINARY SHARE AND NOT MORE THAN 5% ABOVE
THE AV ERAGE OF THE CLOSING MID-MARKET PRICE
OF THE ORDINARY SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE
AGM OF THE COMPANY TO BE HELD IN 2005 ; THE COMPANY,
BE FORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND) AGM Meeting Date: 07/07/2004
Issuer: G49374146 ISIN: IE0030606259
SEDOL: 3060625, 3070732
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE REPORT AND THE ACCOUNTS Management For
2. DECLARE A DIVIDEND Management For
3.a ELECT MR. DAVID DILGER AS A DIRECTOR Management For
3.b ELECT MR. GEORGE MAGAN AS A DIRECTOR Management For
3.c ELECT SIR MICHAEL HODGKINSON AS A DIRECTOR Management For
3.d ELECT MR. DECLAN MCCOURT AS A DIRECTOR Management For
3.e ELECT MR. TERRY NEILL AS A DIRECTOR Management For
3.f RE-ELECT MR. LAURENCE CROWLEY AS A DIRECTOR Management For
3.g RE-ELECT MR. MAURICE KEANE AS A DIRECTOR Management For
3.h RE-ELECT MRS. CAROLINE MARLAND AS A DIRECTOR Management For
3.i RE-ELECT MR. RAYMOND MACSHARRY AS A DIRECTOR Management For
3.j RE-ELECT MR. THOMAS MORAN AS A DIRECTOR Management For
3.k RE-ELECT DR. MARY REDMOND AS A DIRECTOR Management For
4. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
5. APPROVE TO INCREASE THE NON-EXECUTIVE DIRECTORS Management For
ANNUAL FEE POOL
6. APPROVE TO RENEW THE BANK S AUTHORITY TO PURCHASE Management For
ITS OWN STOCK
7. APPROVE TO DETERMINE THE REISSUE PRICE RANGE Management For
FOR TREASURY STOCK
8. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For
ORDINARY STOCK ON A NON PRE- EMPTIVE BASIS FOR
CASH
9. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For
ORDINARY STOCK ON A NON PRE- EMPTIVE BASIS FOR
OTHER THAN CASH
10. APPROVE A NEW LONG TERM INCENTIVE PLAN Management For
11. APPROVE A NEW EXECUTIVE STOCK OPTION SCHEME Management For
12. APPROVE THE INSERTION OF A NEW BYE-LAW 142 Management For
- ------------------------------------------------------------------------------------------------------------------------------------
MAN GROUP PLC AGM Meeting Date: 07/07/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
OMEGA PHARMA NV, NAZARETH EGM Meeting Date: 07/07/2004
Issuer: B6385E125 ISIN: BE0003785020 BLOCKING
SEDOL: 5955279, 5959862
- ------------------------------------------------------------------------------------------------------------------------------------
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.
I. APPROVE TO RENEW THE MANDATE OF THE BOARD OF Management
DIRECTORS TO USE THE ALLOWED CAPI TAL IN CASE
OF NOTIFICATION BY THE BANKING, FINANCE AND INSURANCE
COMMISSION O F A PUBLIC TAKEOVER BID ON THE SHARES
OF THE COMPANY UNDER THE CONDITIONS AND WITHIN
THE BOUNDARIES OF THE ARTICLE 607 OF THE COMPANY
CODE FOR A PERIOD OF T HREE YEARS; AND AMEND
THE ARTICLE FIVE B OF THE ARTICLES OF ASSOCIATION
II. APPROVE TO RENEW THE AUTHORISATION OF THE BOARD Management
OF DIRECTORS TO ACQUIRE, FOR A PERIOD OF EIGHTEEN
MONTHS FROM THE PUBLICATION OF THE MANDATE IN
THE ANNEXES TO THE BELGIAN GAZETTE, COMPANY SHARES
IN LINE WITH THE MAXIMUM NUMBER OF SHAR ES ALLOWED
BY ARTICLE 6201, 2 OF THE COMPANY CODE, AT A
PRICE COINCIDING WITH THE PRICE AGAINST WHICH
THESE SHARES ARE QUOTED ON A BELGIAN STOCK EXCHANGE
AT THE MOMENT OF THEIR ACQUISITION; ; AND AMEND
THE ARTICLE 52 OF THE ARTICLES O F ASSOCIATION
III. RECEIVE AND APPROVE THE READING, DISCUSSING AND Management
COMMENTING ON THE SPECIAL REPO RT OF THE BOARD
OF DIRECTORS CONCERNING THE ISSUE BY THE COMPANY
OF 10,000 WAR RANTS IN LINE WITH THE ARTICLE
583 OF THE COMPANY CODE; AND READING, DISCUSSIN
G AND COMMENTING ON THE SPECIAL REPORT OF THE
BOARD OF DIRECTORS AND THE AUDIT OR S REPORT
COMPILED IN ACCORDANCE WITH ARTICLES 596 AND
598 OF THE COMPANY CO DE CONCERNING THE ISSUE
OF WARRANTS WITH SUSPENSION OF PREFERENTIAL RIGHT
TO T HE BENEFIT OF SPECIFIC PERSONS; SUSPENSION
OF PREFERENTIAL RIGHT IN RELATION T O THE ISSUE
OF THE WARRANTS; AND THE ISSUE OF SUBSCRIPTION
RIGHTS AND ESTABLIS HMENT OF THE WARRANT PRICE;
THE CAPITAL INCREASE UNDER SUSPENSIVE CONDITION
IV. APPROVE TO GRANT A MANDATE TO TWO DIRECTORS, Management
ACTING JOINTLY, TO CAUSE THE EXER CISE OF THE
WARRANTS AND THE RESULTING CAPITAL INCREASE TO
BE ESTABLISHED AUTH ENTICALLY, AS WELL AS THE
NUMBER OF SHARES NEWLY ISSUED TO REPRESENT SAID
CAPI TAL INCREASE AND THE RESULTING AMENDMENT
OF THE ARTICLES OF ASSOCIATION THE ES TABLISHMENT
OF THE ISSUE PREMIUMS AND THEIR CREDITING TO
AN UNAVAILABLE ACCOUN T, AS WELL AS TO COORDINATE
THE ARTICLES OF ASSOCIATION AND FILING THEM WITH
T HE COURT
V. APPROVE: TO REQUEST TO THE NOTARY TO COORDINATE Management
THE ARTICLES OF ASSOCIATION; T HE SPECIAL MANDATE
INCLUDING THE RIGHT TO REPLACEMENT TO MRS. MARTINE
DRIEGELI NCK, TO FULFIL ALL ADMINISTRATIVE FORMALITIES
RELATING TO THE AMENDMENT OF THE ARTICLES OF
ASSOCIATION AND IN PARTICULAR THE FORMALITIES
WITH ONE OR MORE CE RTIFIED COMPANY REGISTERS
AND/OR WITH THE VAT ADMINISTRATION
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITAMALL TRUST (FORMERLY SINGMALL PROPERTY TRUST) EGM Meeting Date: 07/08/2004
Issuer: Y8012U105 ISIN: SG1M51904654
SEDOL: 6420129, 6535421
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT, SUBJECT TO AND CONTINGENT UPON Management For
THE PASSING OF RESOLUTIONS 2, 3 A ND 4, THE ACQUISITION
ACQUISITION BY CMT OF THE WHOLE OF LOT 449L
AS WELL AS THE PLANT AND EQUIPMENT RELATING THERETO
PROPERTY , FROM PLAZA SINGAPURA PR IVATE LIMITED
PSPL , AT AN AGGREGATE CONSIDERATION OF SGD
710.00 MILLION PU RCHASE PRICE , ON THE TERMS
AND CONDITIONS AS PRESCRIBED APPENDED TO THE
PUT A ND CALL OPTION AGREEMENT DATED 24 MAY 2004
BETWEEN BERMUDA TRUST SINGAPORE L IMITED IN
ITS CAPACITY AS THE TRUSTEE OF CMT TRUSTEE
AND CAPITALAND COMMER CIAL LIMITED CCL AS
AMENDED BY A SUPPLEMENTAL AGREEMENT DATED 21
JUN 2004 , AND FOR PAYMENT OF ALL FEES AND EXPENSES
RELATING TO THE ACQUISITION; AND AUT HORIZE ANY
DIRECTOR OF THE MANAGER AND THE TRUSTEE OF THE
CAPITAMALL TRUST MAN AGEMENT LIMITED TO COMPLETE
AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTI
NG ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS
THE MANAGER, SUCH DIRECTOR OF THE MANAGER OR,
AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER
EXPEDIENT OR NECESSA RY OR IN THE INTERESTS OF
CMT TO GIVE EFFECT TO THE ACQUISITION
E.2 APPROVE THAT, SUBJECT TO AND CONTINGENT UPON Management For
THE PASSING OF RESOLUTIONS 1, 3 A ND 4, AND FOR
THE PURPOSE OF THE CLAUSE 11(B)(V) OF THE TRUST
DEED DATED 29 OC T 2001 AS AMENDED CONSTITUTING
CMT TRUST DEED FOR CMT, TO OFFER AND ISSUE
UP TO 182,000,000 UNITS IN CMT UNITS FOR PLACEMENT
TO EXISTING HOLDERS OF UN ITS AND NEW INVESTORS
AND TO ISSUE 147,000,000 UNITS CONSIDERATION
UNITS IN PAYMENT OF THE UNITS COMPONENT OF THE
PURCHASE PRICE AND AUTHORIZE THE MANAGER , ANY
DIRECTOR OF THE MANAGER AND THE TRUSTEE TO COMPLETE
AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE
MANAGER, SUCH DIRECTOR OF THE MANAGER OR, AS
THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF CMT TO GIVE
EFFECT TO THE EQUITY FUND RAISING AND TO THE
ISSUE OF THE CONSIDERATION UNITS
E.3 APPROVE THAT, SUBJECT TO AND CONTINGENT UPON Management For
THE PASSING OF RESOLUTIONS OF 1, 2 AND 4, TO
SUPPLEMENT THE CLAUSE 11(B)(IV) OF THE TRUST
DEED WITH THE ISSUE P RICE AMENDMENT; AND AUTHORIZE
THE MANAGER, ANY DIRECTOR OF THE MANAGER AND
THE TRUSTEE TO COMPLETE AND DO ALL SUCH ACTS
AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS
AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR
OF THE MANAGE R OR, AS THE CASE MAY BE, THE TRUSTEE
MAY CONSIDER EXPEDIENT OR NECESSARY OR I N THE
INTERESTS OF CMT TO GIVE EFFECT TO THE ISSUE
PRICE AMENDMENT
E.4 APPROVE TO SUPPLEMENT THE CLAUSES 11(B)(IV)(D) Management For
AND 23(A)(IV) OF THE TRUST DEED WITH THE PERFORMANCE
FEE AMENDMENT; AND AUTHORIZE THE MANAGER, ANY
DIRECTOR O F THE MANAGER AND THE TRUSTEE TO COMPLETE
AND DO ALL SUCH ACTS AND THINGS INC LUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE
MANAGER, SUCH D IRECTOR OF THE MANAGER OR, AS
THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDI
ENT OR NECESSARY OR IN THE INTERESTS OF CMT TO
GIVE EFFECT TO THE PERFORMANCE FEE AMENDMENT
- ------------------------------------------------------------------------------------------------------------------------------------
DCC PLC AGM Meeting Date: 07/08/2004
Issuer: G2689P101 ISIN: IE0002424939
SEDOL: 0242493, 4189477
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
FOR THE YE 31 MAR 2004 ALONG WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 20.65 CENT PER ORDINARY Management For
SHARE FOR THE YE 31 MAR 20 04
3.a RE-ELECT MR. TONY BARRY AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 80 OF THE ARTICLES
OF ASSOCIATION
3.b RE-ELECT MR. JIM FLAVIN AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 80 OF THE ARTICLES
OF ASSOCIATION
3.c RE-ELECT MR. ALEX SPAIN AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 80 OF THE ARTICLES
OF ASSOCIATION
4. RE-ELECT MR. BERNARD SOMERS, WHO RETIRES IN ACCORDANCE Management For
WITH ARTICLE 83(B) OF T HE ARTICLES OF ASSOCIATION
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
6. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
20 OF THE COMPANIES ACT 19 83, TO ALLOT RELEVANT
SECURITIES SECTION 20(10) UP TO AN AGGREGATE
NOMINAL A MOUNT OF EUR 7,352,400 1/3 OF THE
ISSUED SHARE CAPITAL OF THE COMPANY ; AUTH ORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 07 OCT 2005 ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUT HORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.7 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 24 OF THE COMPANIE S ACT 1983, TO
ALLOT EQUITY SECURITIES SECTION 23 OF THE COMPANY
FOR CASH PU RSUANT TO THE AUTHORITY CONFERRED
GIVEN BY RESOLUTION 6, DISAPPLYING THE STATU
TORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED T O THE ALLOTMENT
OF EQUITY SECURITIES: A) IN CONNECTION WITH ANY
RIGHTS ISSUE I N FAVOR OF ORDINARY SHAREHOLDERS;
B) UP TO AN AGGREGATE NOMINAL AMOUNT OF EUR 1,102,800
5% OF THE ISSUED SHARE CAPITAL ; AUTHORITY
EXPIRES AT THE CONCLUSI ON OF THE NEXT AGM OF
THE COMPANY OR 07 OCT 2005 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.8 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF Management For
THE COMPANY SECTION 155 OF THE COMPANIES ACT,
1963 , TO MAKE MARKET PURCHASES SECTION 212
OF THE COMPANIES ACT, 1990 OF SHARES OF ANY
CLASS OF THE COMPANY SUBJECT TO THE PROVISIONS
OF THE COMPANIES ACT, 1990, SHALL NOT EXCEED
10% OF THE AGGREGATE NOMINAL VALUE O F THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE CLOSE OF
BUSINESS AT THE DATE OF PASSING OF THIS RESOLUTION
AND, AT A MINIMUM PRICE EQUAL TO THE NOMINAL
VA LUE OF THE SHARE AND THE MAXIMUM PRICE EQUAL
TO 105% OF THE AVERAGE OF THE FIV E AMOUNTS RESULTING
FOR SUCH SHARES DERIVED FROM THE IRISH STOCK
EXCHANGE DAIL Y OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS: I) IF THERE SHALL BE MORE THAN
ONE DEALING REPORTED FOR THE DAY, THE AVERAGE
OF THE PRICES AT WHICH SUCH DEALINGS TOOK PLACE;
OR II) IF THERE SHALL BE ONLY ONE DEALING REPORTED
FOR T HE DAY, THE PRICE AT WHICH SUCH DEALING
TOOK PLACE; OR III) IF THERE SHALL NOT BE ANY
DEALING REPORTED FOR THE DAY, THE AVERAGE OF
THE HIGH AND LOW MARKET G UIDE PRICE FOR THAT
DAY AND IF THERE SHALL BE ONLY A HIGH BUT NOT
A LOW OR ON LY A LOW BUT NOT A HIGH MARKET
GUIDE PRICE REPORTED, OR IF THERE SHALL NOT BE
ANY MARKET GUIDE PRICE REPORTED FOR ANY PARTICULAR
DAY THEN THAT DAY SHALL NO T COUNT AS ONE OF
THE SAID FIVE BUSINESS DAYS FOR THE PURPOSE OF
DETERMINING T HE MAXIMUM PRICE, IF THE MEANS
OF PROVIDING THE FOREGOING INFORMATION AS TO
DE ALINGS AND PRICES BY REFERENCE TO WHICH THE
MAXIMUM PRICE IS TO BE DETERMINED IS ALTERED
OR IS REPLACED BY SOME OTHER MEANS, THEN THE
MAXIMUM PRICE SHALL BE DETERMINED ON THE BASIS
OF THE EQUIVALENT INFORMATION PUBLISHED BY THE
RELEVA NT AUTHORITY IN RELATION TO DEALINGS ON
THE IRISH STOCK EXCHANGE OR ITS EQUIVA LENT;
IF THE LONDON STOCK EXCHANGE IS PRESCRIBED AS
A RECOGNIZED STOCK EXCHANG E FOR THE PURPOSES
OF SECTION 212 OF THE COMPANIES ACT, 1990 WITH
EFFECT, THE AUTHORITY CONFERRED BY THIS RESOLUTION
INCLUDE AUTHORITY TO MAKE MARKET PURCHA SE OF
SHARES ON THE LONDON STOCK EXCHANGE, PROVIDED
THAT (A) SUBJECT TO ANY RE QUIREMENTS OF THE
LAWS OF THE UNITED KINGDOM OF GREAT BRITAIN AND
NORTHERN IRE LAND; AND (B) THE MAXIMUM PRICE
WHICH MAY BE PAID FOR ANY SHARES SO PURCHASED
BE DETERMINED IN ACCORDANCE WITH POINT (C) OF
THIS RESOLUTION BUT DELETING FRO M THE SAID POINT
THE REFERENCE TO THE IRISH STOCK EXCHANGE DAILY
OFFICIAL LIST AND INSERTING INSTEAD A REFERENCE
TO THE DAILY OFFICIAL LIST OF THE LONDON ST OCK
EXCHANGE; III) IF THERE SHALL NOT BE ANY DEALING
REPORTED FOR THE DAY, THE AVERAGE OF THE PRICES
QUOTED UNDER THE HEADING QUOTATION IN RESPECT
OF THE SH ARE FOR THAT DAY AND IF THERE SHALL
NOT BE ANY QUOTATION REPORTED FOR ANY PART ICULAR
DAY THEN THAT DAY SHALL NOT COUNT AS ONE OF THE
SAID FIVE BUSINESS DAYS FOR THE PURPOSES OF DETERMINING
THE MAXIMUM PRICE AND DELETING FROM THE LAST
LINE OF PARAGRAPH (C) THE REFERENCE TO THE IRISH
STOCK EXCHANGE AND INSERTING INSTEAD A REFERENCE
TO THE LONDON STOCK EXCHANGE; AUTHORITY EXPIRES
THE EARLI ER OF THE DATE OF THE NEXT AGM OF THE
COMPANY OR 07 JAN 2006 ; AND THE COMPANY OR ANY
SUCH SUBSIDIARY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE OR DINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
S.9 AUTHORIZE THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES, Management For
FOR THE PURPOSES OF SECT ION 209 OF THE COMPANIES
ACT 1990 1990 ACT , THE RE-ISSUE PRICE RANGE
AT WHIC H ORDINARY SHARES OF EUR 0.25 IN THE
CAPITAL OF THE COMPANY SHARES HELD AS T REASURY
SHARES SECTION 209 TREASURY SHARES BE RE-ISSUED
OFF-MARKET BE AS F OLLOWS: A) THE MAXIMUM PRICE
AT WHICH ANY SUCH SHARE BE RE-ISSUED OFF-MARKET
B E AN AMOUNT EQUAL TO 120% OF THE APPROPRIATE
PRICE; AND B) THE MINIMUM PRICE A T WHICH A SUCH
SHARE BE RE-ISSUED OFF-MARKET BE AN AMOUNT EQUAL
TO 95% OF THE APPROPRIATE PRICE FOR SUCH SHARES
DERIVED FROM THE IRISH STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS: I) IF
THERE SHALL BE MORE TH AN ONE DEALING REPORTED
FOR THE DAY, THE AVERAGE OF THE PRICES AT WHICH
SUCH D EALINGS TOOK PLACE; OR II) IF THERE SHALL
BE ONLY ONE DEALING REPORTED FOR THE DAY, THE
PRICE AT WHICH SUCH DEALING TOOK PLACE; OR III)
IF THERE SHALL NOT B E ANY DEALING REPORTED FOR
THE DAY, THE AVERAGE OF THE HIGH AND LOW MARKET
GUI DE PRICE FOR THAT DAY AND IF THERE SHALL
BE ONLY A HIGH BUT NOT A LOW OR ONLY A LOW BUT
NOT A HIGH MARKET GUIDE PRICE REPORTED, OR IF
THERE SHALL NOT BE A NY MARKET GUIDE PRICE REPORTED
FOR ANY PARTICULAR DAY THEN THAT DAY SHALL NOT
COUNT AS ONE OF THE SAID FIVE BUSINESS DAYS FOR
THE PURPOSES OF DETERMINING TH E APPROPRIATE
AVERAGE, IF THE MEANS OF PROVIDING THE FOREGOING
INFORMATION AS TO DEALINGS AND PRICES BY REFERENCE
TO WHICH THE APPROPRIATE AVERAGE IS TO BE DETERMINED
IS ALTERED OR IS REPLACED BY SOME OTHER MEANS,
THEN THE APPROPRIATE AVERAGE SHALL BE DETERMINED
ON THE BASIS OF THE EQUIVALENT INFORMATION PUBLIS
HED BY THE RELEVANT AUTHORITY IN RELATION TO
DEALINGS ON THE IRISH STOCK EXCHA NGE OR ITS
EQUIVALENT; AND AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OF T HE COMPANY OR 07 JAN 2006
10. AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For
104 OF THE ARTICLES OF ASSOCIATIO N OF THE COMPANY,
TO EXERCISE THE POWERS CONTAINED IN THE SAID
ARTICLE SO THAT THE DIRECTORS MAY OFFER TO HOLDERS
OF ORDINARY SHARES IN THE CAPITAL OF THE C OMPANY
THE RIGHT TO ELECT TO RECEIVE AN ALLOTMENT OF
ADDITIONAL ORDINARY SHARE S, CREDITED AS FULLY
PAID, INSTEAD OF CASH IN RESPECT OF ALL OR PART
OF ANY DI VIDENDS DECLARED OR PAID OR PROPOSED
TO BE DECLARED OR PAID AT ANY TIME PRIOR TO OR
AT THE NEXT AGM OF THE COMPANY
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
EMAP PLC AGM Meeting Date: 07/08/2004
Issuer: G30268109 ISIN: GB0002993037
SEDOL: 0299303, 5734746
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ACCOUNTS FOR THE YE 31 Management For
MAR 2004, TOGETHER WITH THE REPOR T OF THE DIRECTORS,
THE DIRECTORS REMUNERATION REPORT AND THE AUDITORS
REPOR T
2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND OF 15.9P PER ORDINARY Management For
SHARE
4. RE-APPOINT MR. GARY HUGHES AS A DIRECTOR OF THE Management For
COMPANY
5. RE-APPOINT MR. DAVID ROUGH AS A DIRECTOR OF THE Management For
COMPANY
6. RE-APPOINT MR. PIERRE DANON AS A DIRECTOR OF Management For
THE COMPANY
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY AND A UTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
8. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR ALL Management For
PREVIOUS AUTHORITIES, TO ALLOT RE LEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 UP TO
A MAXIMUM NOMIN AL AMOUNT OF GBP 21.64 MILLIONS;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE N
EXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.9 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For
RESOLUTION 8 AND PURSUANT TO SE CTION 95 OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 FO R CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8, DISAPPLYING THE ST
ATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITE D TO THE ALLOTMENT
OF EQUITY SECURITIES: A) IN CONNECTION WITH A
RIGHTS ISSUE, OPEN OFFER OR ANY OTHER PRE-EMPTIVE
OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP
TO AN AGGREGATE NOMINAL VALUE OF GBP 3.208 MILLIONS;
AUTHORITY EXPIRES THE EARLIER OF THE RENEWAL
OF THIS POWER OR THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES AFTER THE EXPIRY O F THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163 OF UP TO 25,663,988 ORDINARY
SHARES 10% OF THE ISSUED SHARE CAPITAL AT 28
MAY 2004 , AT A MINIMUM PRICE OF 25P AN D UP
TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SH ARE DERIVED FROM THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE, OVER
TH E PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF THE COMPANY TO
BE HELD IN 2005 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A C ONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PA RTLY
AFTER SUCH EXPIRY
11. APPROVE TO ADOPT THE EMAP PLC PERFORMANCE RELATED Management For
PAY PLAN PRP AND AUTHORIZE THE DIRECTORS TO
DO ALL ACTS AND THINGS NECESSARY TO ESTABLISH
AND CARRY IT I NTO EFFECT INCLUDING TO MODIFY
THE PRP TO TAKE ACCOUNT OF TAX, EXCHANGE CONTRO
L OR SECURITIES LAWS OUTSIDE THE UK
- ------------------------------------------------------------------------------------------------------------------------------------
FIRSTGROUP PLC AGM Meeting Date: 07/08/2004
Issuer: G34604101 ISIN: GB0003452173
SEDOL: 0345217
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS AND THE AUD ITED FINANCIAL STATEMENTS
OF THE COMPANY FOR THE YE 31 MAR 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 7.9P PER SHARE IN Management For
RESPECT FOR THE YE 31 MAR 2004
4. RE-ELECT MR. MOIR LOACKHEAD AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION PURSUANT TO ARTICLE 92 OF
THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. JOHN SIEVWRIGHT AS A DIRECTOR WHO Management For
RETIRES BY ROTATION PURSUANT TO ARTICLE 92 OF
THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. DEEN FINCH AS A DIRECTOR WHO RETIRES Management For
PURSUANT TO ARTICLE 86 OF TH E COMPANY S ARTICLES
OF ASSOCIATION
7. RE-ELECT MR. DAVID LEEDER AS A DIRECTOR WHO RETIRES Management For
PURSUANT TO ARTICLE 86 OF THE COMPANY S ARTICLES
OF ASSOCIATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE INDEPENDENT Management For
AUDITORS
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE INDEPENDENT AUDIT ORS
10. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES, Management For
SECTION 80 OF THE COMPAN IES ACT 1985, UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 6,715,855;
AUTHORITY E XPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985 THE ACT , TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLU TION 10
AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT
OF EQUITY SECURIT IES BY VIRTUE OF SECTION 94(3A)
OF THE ACT, DISAPPLYING THE ALLOTMENT OF EQUIT
Y SECURITIES SECTION 89 , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMEN T OF EQUITY
SECURITIES: A) IN CONNECTION WITH OR PURSUANT
TO AN OFFER OR INVIT ATION, OPEN FOR A PERIOD
IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN
AGGREG ATE NOMINAL AMOUNT OF GBP 1,007,378;
AUTHORITY EXPIRES AT THE CONCLUSION OF T HE NEXT
AGM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECTORS
MAY ALLOT EQUITY S ECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE COMPANY TO MAKE ONE OR MARKET PURCHASES Management For
SECTION 163 OF THE COMP ANIES ACT 1985 OF UP
TO 60,000,000 ORDINARY SHARES OF 5 PENCE EACH
IN THE CAP ITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 5 PENCE AND A MAXIMUM PRICE EQUAL T
O 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SHARE DERIVED F ROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINES S DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF TH E COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT T O PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTE R SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
ALSTOM MIX Meeting Date: 07/09/2004
Issuer: F02594103 ISIN: FR0000120198 BLOCKING
SEDOL: 0438775, 5474978, 5487448, 7163906
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THE MEETING WILL BE HELD IN THE SECOND Non-Voting
CALL ON 09 JUL 2004 (FIRST CALL 30 JUN 2004).
PLEASE ALSO NOTE THE NEW MEETING TIME AND THE
CUT-OFF DATE. 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 QU ORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management
GENERAL AUDITORS REPORT, AND APP ROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY CLOSED 31 MAR
2004 AS PRESE NTED TO IT
O.2 APPROVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management
BOARD OF DIRECTORS REPORT FOR T HE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THAT THE FY CLOSED ON 31 MAR 2004 , AND Management
THE LOSS IS EUR 1,341,046,460. 19; SHARE PREMIUMS
: EUR 55,210,044.48 WHICH IS RETURNED TO 0 PRIOR
RETAINED E ARNINGS : EUR 1,285,836,415.71 THE
DEBIT BALANCE OF WHICH IS CARRIED TO EUR 28 9,913,214.56
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ARTI CLE L.225-38 OF THE
FRENCH COMMERCIAL LAW
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-PAUL Management
BECHAT AS A DIRECTOR FOR 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GEORARD Management
HAUSER AS A DIRECTOR FOR 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GEORGE Management
SIMPSON AS A DIRECTOR FOR 4 YEARS
O.8 APPOINT MR. PASCAL COLOMBANI AS A DIRECTOR FOR Management
4 YEARS
O.9 RATIFY THE DECISION OF THE BOARD OF DIRECTORS Management
TO TRANSFER THE HEAD OFFICE OF T HE COMPANY TO
: 3 AVENUE ANDRE MALRAUX, 92300 LEVALLOIS-PERRET
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE GEN ERAL MEETING OF
02 JUL 2003, TO TRADE THE COMPANY SHARES ON THE
STOCK EXCHANGE IN VIEW OF ADJUSTING THEIR PRICE
AS PER THE FOLLOWING CONDITIONS: MAXIMUM PUR
CHASE PRICE: EUR 5.00; MINIMUM SELLING PRICE:
EUR 1.00; AND, MAXIMUM NUMBER OF SHARES TO BE
TRADED: 10%; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH
ALL FORMALITIES NECESSARY TO CARRY OUT THE CAP
ITAL INCREASE
O.11 APPROVE THE PRINCIPLE OF THE MODIFICATION OF Management
THE MODALITIES OF THE SUBORDINATE D SECURITIES
TSDD ISSUED ON 23 DEC 2003
E.12 APPROVE THAT THERE IS NO ANTICIPATED DISSOLUTION Management
OF THE COMPANY
E.13 APPROVE AND ADOPT TO REDUCE THE CAPITAL TO THE Management
AMOUNT OF EUR 950,991,814.80 TO RETURN IT OF
EUR 1,320,821,965.00 TO EUR 369,830,150.20; AND
TO REALIZE THIS REDUCTION OF CAPITAL BY DECREASE
OF THE NOMINAL VALUE OF THE SHARES COMPOSING
THE CAPITAL OF EUR 1.25 TO EUR 0.35; AND AMEND
THE ARTICLES OF ASSOCIATION AS FOLLOWS : ARTICLE
6 SHARE CAPITAL AND THE SHARE CAPITAL IS SET
AT EUR 369,83 0,150.20 AND IS DIVIDED INTO 1,056,657,572
FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 0.35
EACH; AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES NECESSARY
E.14 AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management
THE RESOLUTIONS 12,13,15 AND 16, TO PROCEED,
IN FRANCE OR ABROAD, WITH THE ISSUE OF SHARES,
WITH THE PREFERENTI AL SUBSCRIPTION RIGHT UP
TO A NOMINAL AMOUNT OF EUR 1,200,000,000.00;
AUTHORI TY EXPIRES AT THE END OF 1 YEAR ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN FRANCE OR ABROAD, WITHOUT THE ISSUE OF SHARES,
WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHT UP
TO A NOMINAL A MOUNT OF EUR 700,000,000.00;
AUTHORITY EXPIRES AT THE END OF 1 YEAR ; AND
AUT HORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH AL L FORMALITIES
NECESSARY
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN FRANCE OR ABROAD, WITH THE ISS UE OF SHARES,
WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHT ,
TO THE BENEFIT BY THE FRENCH REPUBLIC AND CFDI,
UP TO A NOMINAL AMOUNT OF EUR500,000,000.00;
AU THORITY EXPIRES AT THE END OF 1 YEAR ; AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE CGM ON 18 NOV 2003,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF SHARES RES ERVED FOR THE EMPLOYEES MEMBERS
OF THE COMPANY SAVINGS PLAN, UP TO A NOMINAL
A MOUNT OF EUR 66,040,000.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; AND A UTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITAL INCREASE
E.18 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT IN Management
ONE OR SEVERAL STAGES, TO THE BE NEFICIARIES
TO BE CHOSEN BY IT STOCK OPTIONS GRANTING THE
RIGHT TO SUBSCRIBE T O THE COMPANY S ORDINARY
SHARES TO BE ISSUED IN ORDER TO INCREASE ITS
CAPITAL, AND THE CAPITAL INCREASE SHALL NOT EXCEED
5% OF CAPITAL OF THE COMPANY
E.19 APPROVE THE HARMONIZATION OF THE BY-LAWS AND Management
CORRESPONDING MODIFICATIONS ARTI CLES 7,9,11,12,
AND 14 IN ACCORDANCE WITH THE FINANCIAL SECURITY
LAW DATED 01 AUG 2003
E.20 APPROVE THE HARMONIZATION OF THE BY-LAWS AND Management
CORRESPONDING MODIFICATIONS ARTI CLE 15 IN
ACCORDANCE WITH THE FINANCIAL SECURITY LAW DATED
23 MAR 1967
E.21 APPROVE THE POWERS FOR THE FORMALITIES Management
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS,
ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION
AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE
LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
- ------------------------------------------------------------------------------------------------------------------------------------
DATACRAFT ASIA LTD EGM Meeting Date: 07/09/2004
Issuer: Y1997C109 ISIN: SG1A79009654
SEDOL: 5563218, 6246831
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, PURSUANT TO THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY AND SUBJECT TO THE PROVISIONS
OF SECTION 73 OF THE COMPANIES ACT, CHAPTER 50
OF THE REPUBLIC OF SINGAPORE AND TO THE CONFIRMATION
BY THE HIGH COURT OF THE REPUBLIC OF SIN GAPORE
THAT: A) THE CAPITAL OF THE COMPANY BE REDUCED
AND THAT SUCH REDUCTION BE EFFECTED BY CANCELING
AN AMOUNT OF SGD 75,661,000 OR USD 43,634,000
BASED ON AN EXCHANGE RATE OF USD 1: SGD 1.734
STANDING TO THE CREDIT OF THE SHARE PREMIUM
ACCOUNT IN THE BOOKS OF THE COMPANY AS AT 30
SEP 2003 CAPITAL REDUCTI ON ; AND B) FORTHWITH
UPON THE CAPITAL REDUCTION TAKING EFFECT AS:
I) AN AMOUN T OF SGD 45,661,000 OR USD 26,333,000
BASED ON AN EXCHANGE RATE OF USD 1: SGD 1.734
BEING A PART OF THE CREDIT ARISING FROM THE
CAPITAL REDUCTION WILL BE APPLIED IN WRITING
OFF THE ACCUMULATED LOSSES OF THE COMPANY AS
AT 30 SEP 2003 TO THE EXTENT OF SGD 45,661,000
OR USD 26,333,000 BASED ON AN EXCHANGE RATE
OF USD 1: SGD 1.734 ; AND II) TO THE EXTENT TO
WHICH SUCH CREDIT IS NOT APPLIE D IN WRITING-OFF
THE ACCUMULATED LOSSES OF THE COMPANY AS AT 30
SEP 2003, THE BALANCE SHALL BE TRANSFERRED TO
A SPECIAL CAPITAL RESERVE SPECIAL RESERVE IN
THE ACCOUNTING RECORDS OF THE COMPANY WHICH MAY
BE APPLIED IN WRITING OFF ANY FUTURE ACCUMULATED
LOSSES OF THE COMPANY AND TO THE EXTENT THAT
THE SPECIAL R ESERVE SHALL HAVE BEEN CAPITALIZED
IN ACCORDANCE WITH THE ARTICLES OF ASSOCIAT ION
OF THE COMPANY, AND THE SPECIAL RESERVE SHALL
NOT BE TREATED OR USED BY TH E COMPANY AS A DISTRIBUTED
RESERVE; AND C) AUTHORIZE THE DIRECTORS TO COMPLETE
, DO AND EXECUTE ALL SUCH THINGS AND GIVE EFFECT
TO THIS SPECIAL RESOLUTION WI TH SUCH MODIFICATIONS
THERETO AS THEY SHALL THINK FIT IN THE INTERESTS
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
GREAT PORTLAND ESTATES PLC AGM Meeting Date: 07/09/2004
Issuer: G40712161 ISIN: GB0009629519
SEDOL: 0962951
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For
MAR 2004
2. AUTHORIZE THE PAYMENT OF A FINAL DIVIDEND Management For
3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
4. RE-ELECT MR. TOBY COURTAULD AS A DIRECTOR OF Management For
THE COMPANY
5. RE-ELECT MR. JOHN WHITELEY AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. ANTHONY GRAHAM AS A DIRECTOR OF Management For
THE COMPANY
7. RE-APPOINT MR. CHARLES IRBY AS A DIRECTOR OF Management For
THE COMPANY
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
IN ACCORDANCE WITH THE SECTIO N 388 OF THE COMPANIES
ACT 1985 ACT , AND AUTHORIZE THE DIRECTORS TO
AGREE TH EIR REMUNERATION
9. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For
WITH THE SECTION 80 OF THE COMPANIES ACT 1985,
TO ALLOT RELEVANT SECURITIES SECTION 80(2)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 33,815,070;
AUTHORITY EXPIRES EARLIER AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 08 OCT 2005
; AND THE DIRECTORS M AY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
O F SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF
THE ACT, TO ALLOT EQUITY SECURITIES SECTION
94 FOR CASH PURS UANT TO SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS
ISSUE IN FAVOR OF ORDINAR Y SHAREHOLDERS; B)
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,077,337;
AUTHOR ITY EXPIRES EARLIER AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 08 OCT 2005
; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIR Y
S.11 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE ACT OF UP TO 30,443,717
SHARES, AT A MINIMUM PRICE OF 50P AND NOT MORE
THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATIONS
VALUE FOR SUCH SHARES DERIVED FROM THE LO NDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; A UTHORITY EXPIRES
EARLIER AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 0 8 OCT 2005 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE O
RDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIR Y
S.12 AMEND THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES Management For
OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
GREAT PORTLAND ESTATES PLC EGM Meeting Date: 07/09/2004
Issuer: G40712161 ISIN: GB0009629519
SEDOL: 0962951
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROPOSALS Management For
2. APPROVE TO RENEW THE AUTHORITY ENABLING THE COMPANY Management For
TO BUY ITS OWN SHARES
3. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
ALLOT SHARES
4. APPROVE TO RENEW THE DIRECTORS LIMITED AUTHORITY Management For
TO ALLOT SHARES FOR CASH
- ------------------------------------------------------------------------------------------------------------------------------------
DEXIA SA, BRUXELLES EGM Meeting Date: 07/12/2004
Issuer: B3357R218 ISIN: BE0003796134
SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MERGER DEXIA BANK BELGIE WITH NV Non-Voting
IMMO ARTESIA
2. APPROVE THE MERGER DEXIA BANK BELGIE WITH NV SIVART Non-Voting
3. AMEND THE ARTICLES OF ASSOCIATION Non-Voting
4. APPROVE THE RENEWAL OF AUTHORIZATION TO ACQUIRE Non-Voting
OWN SHARES IN THE COMPANY
5. OTHER AUTHORIZATIONS Non-Voting
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS ON THE AGENDA ITEMS OF THI S MEETING,
SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
J.SAINSBURY PLC AGM Meeting Date: 07/12/2004
Issuer: G77732108 ISIN: GB0007676405
SEDOL: 0767640, 5474729
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS AND THE AUDITORS Management For
REPORTS AND THE AUDITED ACC OUNTS FOR THE 52
WEEKS TO 27 MAR 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management Against
THE 52 WEEKS TO 27 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 11.36 PENCE PER ORDINARY Management For
SHARE
4. ELECT MR. JUSTIN KING AS A DIRECTOR Management For
5. RE-ELECT MR. JAMIE DUNDAS AS A DIRECTOR Management For
6. RE-ELECT LORD LEVENE OF PORTSOKEN AS A DIRECTOR Management For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS AND AUTHORIZE THE DIRECT ORS TO AGREE
THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECT ION 80 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 162,000,000; AUTHORITY EXPIR ES
THE EARLIER AT THE DATE OF THE AGM IN 2009 OR
11 JUL 2009 ; AND THE DIRECTO RS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD
S.9 AUTHORIZE THE DIRECTORS, BY THE ARTICLE 9 C Management For
OF THE ARTICLES OD ASSOCIATION, S UBJECT TO THE
PASSING OF RESOLUTION 8, TO ALLOT EQUITY SECURITIES
PURSUANT TO THE AUTHORITY CONTAINED IN THE ARTICLE
9(A) AS IF THE STATUTORY PRE-EMPTION RI GHTS
DID NOT APPLY TO SUCH ALLOTMENT; UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 24,288,000 5% OF THE ISSUED
SHARE CAPITAL ; AUTHORITY EXPIRES THE EARLIER
A T THE DATE OF THE AGM IN 2009 OR 11 JUL 2009
; AND THE DIRECTORS MAY ALLOT EQU ITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFE R OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
S.10 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 194,300,000
ORDINARY SHA RES OF 25 PENCE EACH IN THE COMPANY
ORDINARY SHARES , AT A MINIMUM PRICE OF 2 5
PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
P ARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
J.SAINSBURY PLC EGM Meeting Date: 07/12/2004
Issuer: G77732108 ISIN: GB0007676405
SEDOL: 0767640, 5474729
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THE B SHARE SCHEME Management For
S.2 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For
- ------------------------------------------------------------------------------------------------------------------------------------
EMI GROUP PLC AGM Meeting Date: 07/13/2004
Issuer: G3035P100 ISIN: GB0000444736
SEDOL: 0044473, 0889403, 5473878
- ------------------------------------------------------------------------------------------------------------------------------------
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 31 MAR 2 004
2. DECLARE A FINAL DIVIDEND OF 6.0P PER ORDINARY Management For
SHARE
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
4. RE-ELECT MR. M. N. BANDIER AS A DIRECTOR Management For
5. RE-ELECT MR. K.A. O DONOVAN AS A DIRECTOR Management For
6. ELECT MRS. J. GLLDERSLEEVE AS A DIRECTOR Management For
7. ELECT MRS. S. BAILEY AS A DIRECTOR Management For
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR UNTIL Management For
THE CONCLUSION THE OF THE NE XT AGM AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
9. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITOR
10 AUTHORIZE THE DIRECTORS, BY ARTICLE 14 OF THE Management For
COMPANY S ARTICLES OF ASSOCIATIO N, TO ALLOT
RELEVANT SECURITIES OF GBP 42,090,018 SECTION
80 AMOUNT ; AUTHOR ITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005
OR 12 OCT 2005
S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 10, TO ALLOT EQU ITY SECURITIES
FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) CONFERRED ON THE DIRECTORS
BY ARTICLE 14(B) OF THE COMPANY S ARTICLES OF
ASSOCIATION, AN AMOUNT OF GBP 5,520,198 SECTION
89 AMOUNT ; AUTHORITY EXP IRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005
OR 12 OCT 2005 ; AND AMEND THE ARTICLE 14(B)
BY DELETING THE WORDS PURSUANT TO AND WIT H
IN THE TERMS OF THE SAID AUTHORITY SUBSTITUTING
WITH THE WORDS PURSUANT TO AND WITHIN THE TERMS
OF THE SAID AUTHORITY OR BY WAY OF SALES OF TREASURY
SHA RES, OR BOTH
S.12 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITY Management For
CONTAINED IN ITS ARTICLES OF ASSOCIATION, TO
MAKE MARKET PURCHASES SECTION 163(3) OF UP
TO A MAXIMUM 78,8 59,975 ORDINARY SHARES OF 14P
EACH, AT A MINIMUM PRICE NOT LESS THAN 14P PER
O RDINARY SHARE AND NOT MORE THAN 5% ABOVE THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OV ER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUS
ION OF THE AGM OF THE COMPANY IN 2005 OR 12 OCT
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
13. AUTHORIZE THE DIRECTORS TO AMEND THE EMI GROUP Management For
SAVINGS-RELATED OPTION SCHEME W HICH WAS ORIGINALLY
APPROVED BY SHAREHOLDERS ON 15 JUL 1994 SO AS
TO PERMIT OP TIONS BE GRANTED UNDER THAT SCHEME
UNTIL 12 JUL 2014
14. APPROVE THE EMI GROUP SHARE INCENTIVE PLAN AND Management For
AUTHORIZE THE DIRECTORS TO DO A LL ACTS AND THINGS
AS THEY CONSIDER NECESSARY TO CARRY THE SIP INTO
EFFECT, IN CLUDING MAKING SUCH AMENDMENTS AS
NECESSARY TO OBTAIN THE APPROVE OF THE INLAN
D REVENUE AND/OR SUCH OTHER APPROVAL AS THE DIRECTORS
CONSIDER NECESSARY OR DE SIRABLE AND TO ESTABLISH
SUCH SCHEDULES TO THE SIP AND/OR SUCH OTHER SCHEMES
B ASED ON THE SIP, BUT MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROL, SECURITIES LAWS
OR OTHER RELEVANT LEGISLATION OR REGULATIONS
OUTSIDE THE UK, P ROVIDED THAT NAY SHARES MADE
AVAILABLE UNDER SUCH SCHEDULES OR OTHER SCHEMES
M UST BE TREATED AS COUNTING AGAINST THE RELEVANT
INDIVIDUAL OR OVERALL DILUTION LIMITS IN THE SIP
15 AUTHORIZE THE EMI GROUP PLC: I) TO MAKE DONATIONS Management For
TO EU POLITICAL ORGANIZATION S OF NO MORE THAN
GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL
EXPENDITURE OF NO MORE THAN GBP 50,000 IN TOTAL
PROVIDED THAT, THE AGGREGATE DONATIONS TO EU
POLITICAL ORGANIZATIONS AND EU POLITICAL EXPENDITURE
INCURRED BY EMI GROUP PLC AND OF ITS SUBSIDIARIES
NOT EXCEED GBP 50,000; AUTHORITY EXPIRES THE
EARL IER OF THE CONCLUSION OF THE 2005 AGM OR
12 OCT 2005
16. AUTHORIZE THE EMI MUSIC LIMITED TO : I) MAKE Management For
DONATIONS TO EU POLITICAL ORGANIZ ATIONS OF NO
MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR
EU POLITICAL EXPENDI TURE OF NO MORE THAN GBP
50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE
DONATION S TO EU POLITICAL ORGANIZATIONS AND
EU POLITICAL EXPENDITURE INCURRED BY EMI G ROUP
PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP
50,000; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE 2005 AGM OR 12 OCT 2005
17. AUTHORIZE THE EMI RECORDS LIMITED TO : I) MAKE Management For
DONATIONS TO EU POLITICAL ORGAN IZATIONS OF NO
MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR
EU POLITICAL EXPEN DITURE OF NO MORE THAN GBP
50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE
DONATI ONS TO EU POLITICAL ORGANIZATIONS AND
EU POLITICAL EXPENDITURE INCURRED BY EMI GROUP
PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP
50,000; AUTHORITY EXPIR ES THE EARLIER OF THE
CONCLUSION OF THE 2005 AGM OR 12 OCT 2005
18. AUTHORIZE THE EMI MUSIC PUBLISHING LIMITED TO Management For
: I) MAKE DONATIONS TO EU POLITI CAL ORGANIZATIONS
OF NO MORE THAN GBP 50,000 IN TOTAL; AND II)
INCUR EU POLITI CAL EXPENDITURE OF NO MORE THAN
GBP 50,000 IN TOTAL PROVIDED THAT, THE AGGREGA
TE DONATIONS TO EU POLITICAL ORGANIZATIONS AND
EU POLITICAL EXPENDITURE INCURR ED BY EMI GROUP
PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP
50,000; AUTHOR ITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE 2005 AGM OR 12 OCT 2005
19. AUTHORIZE THE VIRGIN RECORDS LIMITED TO : I) Management For
MAKE DONATIONS TO EU POLITICAL OR GANIZATIONS
OF NO MORE THAN GBP 50,000 IN TOTAL; AND II)
INCUR EU POLITICAL EX PENDITURE OF NO MORE THAN
GBP 50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE
DON ATIONS TO EU POLITICAL ORGANIZATIONS AND
EU POLITICAL EXPENDITURE INCURRED BY EMI GROUP
PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP
50,000; AUTHORITY EX PIRES THE EARLIER OF THE
CONCLUSION OF THE 2005 AGM OR 12 OCT 2005
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
BT GROUP PLC AGM Meeting Date: 07/14/2004
Issuer: G16612106 ISIN: GB0030913577
SEDOL: 3091357, 7392089, B014679
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 MAR 2004
2. APPROVE THE DIRECTOR S REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 5.3 PENCE PER SHARE Management For
PAYABLE ON 06 SEP 2004 TO HOLD ERS OF ORDINARY
SHARES REGISTERED ON 06 AUG 2004
4. RE-ELECT SIR. CHRISTOPHER BLAND AS A DIRECTOR Management For
5. RE-ELECT MR. ANDY GREEN AS A DIRECTOR Management For
6. RE-ELECT MR. IAN LIVINGSTON AS A DIRECTOR Management For
7. RE-ELECT MR. JOHN NELSON AS A DIRECTOR Management For
8. RE-ELECT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY UNTIL THE CONCL USION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPAN Y AND THEIR REMUNERATION BE FIXED
BY THE DIRECTORS
9. AUTHORIZE THE DIRECTORS, BY ARTICLE 74 OF THE Management For
COMPANY S ARTICLES OF ASSOCIATIO N AND FOR SECTION
80 OF THE COMPANIES ACT 1985, TO ALLOT UNISSUED
SHARES UP TO AN AGGREGATE NOMINAL VALUE OF GBP
142 MILLION, EQUAL TO 33% OF THE ISSUED SHA RE
CAPITAL EXCLUDING TREASURY SHARES OF THE COMPANY;
AUTHORITY EXPIRES THE E ARLIER OF THE 13 OCT
2005 OR 15 MONTHS
S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For
CONFERRED BY ARTICLE 74 OF THE COMPANY S ARTICLES
OF ASSOCIATION TO ALLOT TREASURY SHARES FOR CASH,
DISAP PLYING THE STATUTORY PRE-EMPTION RIGHTS,
PROVIDED THAT THIS POWER IS LIMITED T O THE ALLOTMENT
OF EQUITY SECURITIES: A) IN CONNECTION WITH A
RIGHTS ISSUE AS AN OFFER IN FAVOR OF ORDINARY
SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOU
NT OF GBP 22 MILLION 5% OF THE COMPANY S ISSUED
SHARE CAPITAL ; AUTHORITY EX PIRES THE EARLIER
OF THE 13 OCT 2005 OR 15 MONTHS ; AND THE DIRECTORS
MAY ALLO T EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES 1985 OF UP
TO A MAXIMUM NUMBER OF 859 MILLION SHARES OF
5P EACH IN THE CAP ITAL OF THE COMPANY, AT A
MINIMUM PRICE OF 5P AND UP TO 105% OF THE AVERAGE
MI DDLE MARKET QUOTATIONS OF SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLI ER OF THE CLOSE OF THE AGM
OF THE COMPANY OR 13 OCT 2005 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
12. AUTHORIZE THE BRITISH TELECOMMUNICATIONS PLC, Management For
TO MAKE DONATIONS TO EU POLITICA L ORGANIZATIONS,
NOT EXCEEDING GBP 1,00,000 IN TOTAL; AUTHORITY
EXPIRES AT TH E CONCLUSION OF AGM IN 2005
- ------------------------------------------------------------------------------------------------------------------------------------
ICAP PLC AGM Meeting Date: 07/14/2004
Issuer: G46981117 ISIN: GB0033872168
SEDOL: 3387216
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 31 Management For
MAR 2004, TOGETHER WITH THE REP ORTS OF THE DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 5.7 PENCE PER ORDINARY Management For
SHARE, PAYABLE TO THE SHARE HOLDERS ON THE REGISTER
AT 30 JUL 2004
3. RE-ELECT MR. NICHOLAS COSH AS A DIRECTOR OF THE Management For
COMPANY
4. RE-APPOINT MR. DUNCAN GOLDIE-MORRISON AS A DIRECTOR Management For
OF THE COMPANY
5. RE-APPOINT MR. JAMES MCNULTY AS A DIRECTOR OF Management For
THE COMPANY
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS
TO SET THEIR REMUNERATION
7. APPROVE THE REMUNERATION COMMITTEE REPORT Management For
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY, FOR THE P URPOSE OF SECTION
80 OF THE COMPANIES ACT 1985 AND IN ACCORDANCE
WITH ARTICLE 9.2 OF THE COMPANY S ARTICLES OF
ASSOCIATION, TO ALLOT RELEVANT SECURITIES SE
CTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 19,276,541; AUTHORITY E XPIRES ON THE
5TH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION
; AND THE DIRE CTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURS UANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
9.3 OF THE COMPANY S ARTIC LES OF ASSOCIATION,
PURSUANT TO SECTION 95(1) OF THE ACT AND SUBJECT
TO THE PA SSING OF RESOLUTION 8, TO ALLOT EQUITY
SECURITIES SECTION 94(2) FOR CASH PUR SUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 8 AND
TO SELL RELEVANT SHARES SECTION 94(5) HELD BY
THE COMPANY AS TREASURY SECTION 162A(3) OF THE
SAID AC T FOR CASH SECTION 162D(2) OF THE SAID
ACT , DISAPPLYING THE STATUTORY PRE-E MPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLO TMENT OF EQUITY SECURITIES
AND THE SALE OF TREASURY SHARES: A) IN CONNECTION
W ITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS;
B) UP TO AN AGGREGATE NO MINAL AMOUNT OF GBP
2,891,481; AUTHORITY EXPIRES ON THE FIRST ANNIVERSARY
OF THE PASSING OF THIS RESOLUTION ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES OF TO SELL TREASURY
SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For
WITH SECTION 166 OF THE C OMPANIES ACT 1985,
TO MAKE MARKET PURCHASES SECTION 163(3) OF
UP TO 57,829,6 25 SHARES IN THE COMPANY, AT A
MINIMUM PRICE EQUAL TO THE NOMINAL VALUE OF EAC
H SHARE AND UP TO 105% OF THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS FOR THE SHARES IN THE
COMPANY TAKEN FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF
T HE NEXT AGM ; 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
11. AUTHORIZE THE COMPANY AND ITS DIRECTORS TO MAKE Management For
DONATIONS TO EU POLITICAL ORGA NIZATIONS AND
TO INCUR EU POLITICAL EXPENDITURE UP TO AN AGGREGATE
AMOUNT OF G BP 100,000 FOR THE GROUP; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF T HE
COMPANY TO BE HELD IN 2005
12. AUTHORIZE THE GARBAN-INTERCAPITAL MANAGEMENT Management For
SERVICES LIMITED AND ITS DIRECTOR S TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EX PENDITURE UP TO AN AGGREGATE AMOUNT
OF GBP 100,000 FOR THE GROUP; AUTHORITY E XPIRES
AT THE CONCLUSION OF THE AGM OF THE COMPANY TO
BE HELD IN 2005
- ------------------------------------------------------------------------------------------------------------------------------------
LAND SECURITIES GROUP PLC AGM Meeting Date: 07/14/2004
Issuer: G5375M118 ISIN: GB0031809436
SEDOL: 3180943
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT AND THE FINANCIAL STATEMENTS Management For
FOR THE YE 31 MAR 2004
2. APPROVE THE INTERIM DIVIDEND PAID IN THE YEAR Management For
AND AUTHORIZE THE PAYMENT OF A F INAL DIVIDEND
FOR THE YEAR OF 27.2P PER SHARE
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
4. RE-APPOINT MR. BO LERENIUS AS A DIRECTOR Management For
5. RE-ELECT MR. PETER BIRCH AS A DIRECTOR Management For
6. RE-ELECT SIR WINFRIED BISCHOFF AS A DIRECTOR Management For
7. RE-ELECT MR. DAVID ROUGH AS A DIRECTOR Management For
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY FOR THE E NSUING YEAR
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
S.9 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
ITS OWN ORDINARY SHARES SECTI ON 163(3) OF THE
COMPANIES ACT 1985 OF UP TO 46,597,098 ORDINARY
SHARES OF 10 P, AT A MINIMUM PRICE OF 10P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTA
TIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LI ST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE C ONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS ; PROVIDED THAT ANY
CONT RACT FOR THE PURCHASE OF ANY SHARES AS AFORESAID
WHICH WAS CONCLUDED BEFORE TH E EXPIRY OF THE
SAID AUTHORITY MAY BE EXECUTED WHOLLY OR PARTLY
AFTER THE SAID AUTHORITY EXPIRES
S.10 AMEND THE ARTICLES OF ASSOCIATION BY CHANGING Management For
THE AMOUNT OF GBP 300,000 IN L INE 3 OF ARTICLE
87.1 AND IN THE LINE 1 OF ARTICLE 87.2 TO AN
AMOUNT OF GBP 5 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
LONDON STOCK EXCHANGE PLC AGM Meeting Date: 07/14/2004
Issuer: G8502Z101 ISIN: GB0009529859
SEDOL: 0952985
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND THE REPORTS Management For
OF THE DIRECTORS AND THE A UDITORS THEREON FOR
THE YE 31 MAR 2004
2. DECLARE THE FINAL DIVIDEND FOR THE YE 31 MAR Management For
2004 OF 3.4 PENCE FOR EACH ORDINA RY SHARE IN
THE CAPITAL OF THE COMPANY
3. APPROVE THE REMUNERATION REPORT CONTAINED IN Management For
THE REPORT AND THE ACCOUNTS FOR T HE YE 31 MAR
2004
4. RE-ELECT MR. GARY ALLEN AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATION
5. RE-ELECT MR. JONATHAN HOWELL AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROTA TION
6. RE-ELECT MR. PETER MEINERTZHAGEN AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES BY ROTATION
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS
TO DETERMINE THEIR REMUNERATION
8. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For
ADMISSION OF THE NEW ORDINARY SHA RES TO THE
OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY
AND ADMISSION TO TRADING ON THE LONDON STOCK
EXCHANGE BECOMING EFFECTIVE: A) THE SPECIAL DI
VIDEND OF 55 PENCE PER ORDINARY SHARE OF 5 PENCE
TO BE PAID TO SHAREHOLDERS ON THE REGISTER AT
THE CLOSE OF BUSINESS ON 23 JUL 2004; B) ALL
OF THE ORDINARY SHARES OF 5 PENCE EACH IN THE
CAPITAL OF THE COMPANY WHICH AT THE CLOSE OF
BUS INESS ON 23 JUL 2004 ARE SHOWN IN THE BOOKS
OF THE COMPANY AS AUTHORIZED BUT U NISSUED BE
CONSOLIDATED INTO ONE ORDINARY SHARE IN THE CAPITAL
OF THE COMPANY WITH A NOMINAL VALUE EQUAL TO
THE PRODUCT OF 5 PENCE AND SUCH NUMBER OF ORDINA
RY SHARES, AND IMMEDIATELY THEREAFTER SUCH ONE
ORDINARY SHARE AS SO ARISES SHA LL BE SUB-DIVIDED
INTO NEW ORDINARY SHARES OF 5 5/6 PENCE EACH
THE UNISSUED N EW ORDINARY SHARES , PROVIDED
THAT WHERE SUCH SUB-DIVISION RESULTS IN A FRACTI
ON OF A UNISSUED NEW ORDINARY SHARE SUCH FRACTION
SHALL, TOGETHER WITH THE MIN IMUM NUMBER OF UNISSUED
NEW ORDINARY AS ARE REQUIRED TO BE CANCELLED
IN ORDER THAT THE NOMINAL VALUE IN POUNDS STERLING
OF THE COMPANY S AUTHORIZED SHARE CA PITAL IS
A WHOLE NUMBER, BE CANCELLED PURSUANT TO SECTION
121(2)(E) OF THE COM PANIES ACT 1985; AND C)
EACH HOLDING OF ORDINARY SHARES OF 5 PENCE EACH
IN THE CAPITAL OF THE COMPANY TAKEN TOGETHER
THE EXISTING ORDINARY ORDINARY SHARES PROVIDED
THAT: I) WHERE SUCH CONSOLIDATION AND SUB-DIVISIONS
RESULTS IN A MEM BER BEING ENTITLED TO A FRACTION
OF A NEW ORDINARY SHARE, SUCH FRACTION SHALL,
SO FAR AS POSSIBLE, BE AGGREGATED WITH OTHER
SUCH FRACTION INTO NEW ORDINARY SHARES THE FRACTIONAL
ENTITLEMENT SHARES ; AND II) THE DIRECTOR OF
THE COMPAN Y BE AUTHORIZED TO SELL OR APPOINT
ANY OTHER PERSON TO SELL , ON BEHALF OF TH E
RELEVANT MEMBERS, ALL THE FRACTIONS ENTITLEMENT
SHARES AND ANY REMAINING FRA CTIONS OF NEW ORDINARY
SHARES, AT THE BEST PRICE REASONABLY OBTAINABLE,
AND TO PAY THE PROCEEDS OF SALE NET OF EXPENSES
IN DUE PROPORTION AMONG THE RELEVA NT MEMBERS
ENTITLED THERETO ANY FRACTION OF A PENNY WHICH
WOULD OTHERWISE BE PAYABLE BEING ROUNDED DOWN
TO THE NEAREST PENNY IF LESS THAN HALF A PENNY
A RO UNDED UP IF MORE THAN OR EQUAL TO A HALF
PENNY , AND THAT ANY DIRECTOR OF THE COMPANY
OR ANY PERSON APPOINTED BY THE COMPANY BE AUTHORIZED
TO EXECUTE AN IN STRUMENT OF TRANSFER IN RESPECT
OF SUCH SHARES ON BEHALF OF THE RELEVANT SHARE
HOLDERS
9. APPROVE THE ADOPTION OF THE LONDON STOCK EXCHANGE Management For
LONG TERM INCENTIVE PLAN, AS SPECIFIED, AND THE
DIRECTORS BE AUTHORIZED TO ESTABLISH FURTHER
PLANS BASED O N THE PLAN BUT MODIFIED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECU
RITIES LAWS OUTSIDE THE UK, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH A PLAN COUNT
TOWARDS LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION
IN THE LON G TERM INCENTIVE PLAN
10. APPROVE THE ADOPTION OF THE LONDON STOCK EXCHANGE Management For
SHARE INCENTIVE PLAN, AS SPE CIFIED, AND THE
DIRECTORS BE AUTHORIZED TO ESTABLISH FURTHER
PLANS BASED ON TH AT PLAN BUT MODIFIED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURIT
IES LAWS OUTSIDE THE UK, PROVIDED THAT ANY SHARES
MADE AVAILABLE UNDER SUCH A PLAN COUNT TOWARDS
ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE
SHARE INCENTI VE PLAN
11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY OTHER SUCH AUTHORITY, TO ALLO T RELEVANT
SECURITIES SECTION 80 OF THE COMPANIES ACT 1985
ACT UP TO AN AG GREGATE NOMINAL AMOUNT OF
GBP 4,950,000 REPRESENTING ONE THIRD OF THE
ORDINAR Y SHARE CAPITAL OF THE COMPANY ; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE N EXT AGM OF
THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
PURSUANT TO ANY SUCH OFFER OR AGREEMENT MADE
PRI OR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS, IN PLACE OF ALL EXISTING Management For
POWERS, PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94(2) FOR CASH,
PURSUANT T O THE AUTHORITY CONFERRED BY RESOLUTION
11, DISAPPLYING THE STATUTORY PRE-EMPT ION RIGHTS
SECTION 89(1) , THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY S ECURITIES IN CONNECTION
WITH AN ISSUE IN FAVOR OF HOLDERS OF ORDINARY
SHARES I N THE CAPITAL OF THE COMPANY; UP TO
AN AGGREGATE NOMINAL AMOUNT EQUAL TO GBP 7 42,500
REPRESENTING 5% OF THE ORDINARY SHARE CAPITAL
OF THE COMPANY ; AUTHOR ITY EXPIRES THE END
OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS
MAY ALL OT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF THAT O FFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 64 Management For
OF THE ARTICLES OF ASSOCIATION O F THE COMPANY,
TO MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES ACT 1 985 OF UP TO 25,000,000 ORDINARY
SHARES OF 5 5/6 PENCE EACH IN THE CAPITAL OF
THE COMPANY OR IF RESOLUTION 8 DOES NOT BECOME
WHOLLY UNCONDITIONAL AND EFFEC TIVE, 30,000,000
ORDINARY SHARES OF 5 PENCE EACH AT THE DATE OF
THIS AGM, AT A MINIMUM PRICE WHICH MAY BE PAID
FOR AN ORDINARY SHARE SHALL NOT BE LESS THAN
THE NOMINAL VALUE OF THE ORDINARY SHARES AT THE
TIME OF PURCHASES WHICH AMOUNT SHALL BE EXCLUSIVE
OF EXPENSES, AND NOT MORE THAN 105% OF THE AVERAGE
OF THE MID-MARKET QUOTATIONS FOR AN ORDINARY
SHARE OF THE COMPANY AND DERIVED FROM TH E LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS ; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; THE CO MPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES IN P URSUANCE
OF ANY SUCH CONTRACT WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY A FTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
MARKS AND SPENCER GROUP PLC AGM Meeting Date: 07/14/2004
Issuer: G5824M107 ISIN: GB0031274896
SEDOL: 3127489
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For
STATEMENTS FOR THE 53 WE EKS ENDED 03 APR 2004
TOGETHER WITH THE REPORTS OF THE AUDITORS
2. APPROVE THE REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. ELECT MR. MAURICE HELFGOTT AS A DIRECTOR Management For
5. ELECT MR. MARK MCKEON AS A DIRECTOR Management For
6. ELECT MR. STUART ROSE AS A DIRECTOR Management For
7. ELECT MR. CHARLES WILSON AS A DIRECTOR Management For
8. RE-ELECT MR. KEVIN LOMAX AS A DIRECTOR Management For
9. RE-ELECT MR. PAUL MYNERS AS A DIRECTOR Management For
10. RE-ELECT MR. BRAIN BALDOCK AS A DIRECTOR WHO Management For
RETIRES AT THE AGE OF 70
11. APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
UNTIL THE CONCLUSION OF THE NEXT AGM AND AUTHORIZE
THE DIRECTORS TO DETERMINE THEIR REMUNERATION
12. APPROVE TO RENEW THE AUTHORITY CONFERRED TO THE Management For
DIRECTORS OF THE COMPANY, IN P URSUANT TO THE
ARTICLE14(B) OF THE ARTICLES OF THE ASSOCIATION
OF THE COMPANY UNTIL THE CONCLUSION OF THE AGM
IN 2005 OR ON 13 OCT 2005 WHICHEVER IS EARLIER
TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 188,790 ,912
S.13 APPROVE TO RENEW THE AUTHORITY CONFERRED TO THE Management For
DIRECTORS OF THE COMPANY, IN P URSUANT TO THE
ARTICLE14(B) OF THE ARTICLES OF THE ASSOCIATION
OF THE COMPANY UNTIL THE CONCLUSION OF THE AGM
IN 2005 OR ON 13 OCT 2005 WHICHEVER IS EARLIER
TO ALLOT EQUITY SECURITIES WHOLLY FOR CASH WITH
THE RIGHTS ISSUE UP TO AN AGG REGATE NOMINAL
AMOUNT OF GBP 28,318,636
S.14 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For
CONTAINED IN THE ARTICLES O F ASSOCIATION OF
THE COMPANY, TO MAKE MARKET PURCHASES SECTION
163 OF THE COM PANIES ACT 1985 OF UP TO 226
MILLION ORDINARY SHARES OF 25P EACH IN THE CAPIT
AL OF THE COMPANY, AT A MINIMUM PRICE OF 25P
AND NOT MORE THAN 105% ABOVE THE AVERAGE MARKET
VALUE FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DA ILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE E ARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY IN 2005 OR 13 OCT 2005 WHICHEVER
EARLIER ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PU RCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SU CH EXPIRY
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
CSR LTD AGM Meeting Date: 07/15/2004
Issuer: Q30297115 ISIN: AU000000CSR5
SEDOL: 0160937, 2160708, 5592632, 6238623, 6238645
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL AND OTHER REPORTS Management For
2. RE-ELECT MR. IAN BLACKBURNE AS A DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
BRITISH LD CO PLC AGM Meeting Date: 07/16/2004
Issuer: G15540118 ISIN: GB0001367019
SEDOL: 0136701, 5898943
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND AUDITED Management For
ACCOUNTS FOR THE YE 31 MAR 200 4
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For
3. RE-ELECT MR. NICHOLAS RITBLAT AS A DIRECTOR Management For
4. RE-ELECT MR. ROBERT BOWDEN AS A DIRECTOR Management For
5. RE-ELECT SIR DEREK HIGGS AS A DIRECTOR Management For
6. RE-ELECT LORD BURNS AS A DIRECTOR Management For
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
9. APPROVE THE REMUNERATION REPORT ON PAGES 46 TO Management For
51 IN THE ANNUAL REPORT AND ACC OUNTS 2004 AND
POLICY SPECIFIED THEREIN
10. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
ALLOT UNISSUED SHARE CAPITAL OR C ONVERTIBLE
SECURITIES OF THE COMPANY GRANTED BY THE SHAREHOLDERS
ON 18 JUL 200 3 PURSUANT TO SECTION 80 OF THE
COMPANIES ACT 1985
S.11 APPROVE TO WAIVE THE PRE-EMPTION RIGHTS HELD Management For
BY EXISTING SHAREHOLDERS WHICH AT TACH TO FUTURE
ISSUES FOR CASH OF EQUITY SECURITIES OF THE COMPANY
BY VIRTUE O F SECTION 89 OF THE COMPANIES ACT
1985
S.12 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For
PURSUANT TO THE ARTICLES OF A SSOCIATION OF THE
COMPANY
13. ADOPT THE NEW SAVINGS-RELATED SHARE OPTION SCHEME Management For
THE SCHEME
- ------------------------------------------------------------------------------------------------------------------------------------
ELECTROCOMPONENTS PLC AGM Meeting Date: 07/16/2004
Issuer: G29848101 ISIN: GB0003096442
SEDOL: 0309644, 5830138
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 MAR 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT DR. L. ATKINSON AS A DIRECTOR Management For
5. RE-ELECT MR. R.B. BUTLER AS A DIRECTOR Management For
6. RE-ELECT MR. I. MASON AS A DIRECTOR Management For
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For
THE COMPANY AND AUTHORIZE THE DIR ECTORS TO AGREE
THEIR REMUNERATION
8. APPROVE TO INCREASE THE LIMIT ON THE DIRECTORS Management For
FEES FROM GBP 450,000 TO GBP 6 00,000, PURSUANT
TO ARTICLE 102.1 OF THE COMPANY S ARTICLES OF
ASSOCIATION
9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For
80 OF THE COMPANIES ACT 19 85 AND IN SUBSTITUTION
FOR ANY EXISTING AUTHORITY TO ALLOT RELEVANT
SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 4,569,923.90; AUTHORIT Y EXPIRES
ON 16 JUL 2009 ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFT ER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH OFFERS OR AGREEMENTS
MADE PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF
THE COMPANIES ACT 1985 ACT , TO ALLOT EQUITY
SECURITIES SECT ION 94 PURSUANT TO THE AUTHORITY
GIVEN BY THE RESOLUTION 9 AND TO TRANSFER EQ
UITY SECURITIES SECTION 94 WHICH ARE HELD BY
THE COMPANY IN TREASURY, DISAPP LYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POW ER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES IN CONNECTION WITH OR THE
SUBJECT OF AN OFFER OR INVITATION, OPEN OFFER
ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS,
TO HOLDERS OF ORDINARY SHARES; AND UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 2,176,233.20; AUTHORITY
EXPIRES ON 15 JUL 2009 ; AND THE DIRECT ORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANC E OF SUCH OFFERS OR AGREEMENTS
MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 43,524,665 ORDINARY SHARES OF 10P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 10P AND UP TO 105% OF THE AVERAGE MIDDLE M
ARKET QUOTATIONS FOR AN ORDINARY SHARE TAKEN
FROM THE LONDON STOCK EXCHANGE DA ILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES AT TH E CONCLUSION OF THE NEXT AGM OF
THE COMPANY ; AND THE COMPANY BEFORE THE EXPIR
Y, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUT ED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIA DE DISENO TEXTIL INDITEX SA OGM Meeting Date: 07/16/2004
Issuer: E6282J109 ISIN: ES0148396015
SEDOL: 7111314
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL STATEMENTS (BALANCE SHEET, Management For
LOSS AND PROFIT ACCOUNT AND ANNU AL REPORT),
MANAGEMENT REPORT AND PERFORMANCE OF THE BOARD
OF DIRECTORS OF IND ITEX, SA AND ITS CONSOLIDATED
GROUP, ALL THE AFOREMENTIONED RELATED TO FY 2003
2. APPROVE THE ALLOCATION OF EARNINGS AND DISTRIBUTION Management For
OF DIVIDENDS
3. APPROVE TO CEASE THE DIRECTOR AND RE-ELECT THE Management For
MEMBERS OF THE BOARD OF DIRECTO RS
4. AMEND THE ARTICLE 6, 8, 10, 12, 14, 17, 18, 22,24, Management For
27, 28, 30, 36 AND 42 OF TH E CORPORATE BYLAWS
AND ADDITION OF THE ARTICLES 23, 32 AND 34, RENUMBERING
THE CORRECT ARTICLES 23 TO 42 AS ARTICLES 24
TO 45
5. AMEND THE REGULATION OF THE SHAREHOLDERS MEETING Management For
6. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE ITS Management For
TREASURY STOCK
7. GRANT AUTHORITY TO EXECUTE THE RESOLUTIONS OF Management For
THE MEETING
8. RECEIVE THE REPORT ABOUT THE REGULATION OF THE Management For
BOARD OF DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
BRITISH AIRWAYS PLC AGM Meeting Date: 07/20/2004
Issuer: G14980109 ISIN: GB0001290575
SEDOL: 0129057, 5473782
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For
MAR 2004, TOGETHER WITH THE ANNUA L REPORT OF
THE DIRECTORS
2. APPROVE THE REMUNERATION REPORT CONTAINED WITHIN Management For
THE REPORT AND ACCOUNTS FOR T HE YE 31 MAR 2004
3. RE-ELECT MR. MICHAEL STREET AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES IN ACCOR DANCE WITH
ARTICLE 87 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. BARONESS O CATHAIN AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES IN A CCORDANCE WITH
ARTICLE 87 OF THE COMPANY S ARTICLES OF ASSOCIATION,
UNTIL THE END OF THE NEXT AGM
5. ELECT MR. ALISON REED AS A DIRECTOR OF THE COMPANY, Management For
WHO RETIRES IN ACCORDANCE WITH ARTICLE 93 OF
THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR OF Management For
THE COMPANY
7. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For
S REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
JOHNSON ELECTRIC HOLDINGS LTD AGM Meeting Date: 07/20/2004
Issuer: G5150J140 ISIN: BMG5150J1403
SEDOL: 6126331, 6281939
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED CONSOLIDATED ACCOUNTS Management For
AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS
FOR THE YE 31 MAR 2004
2. DECLARE A FINAL DIVIDEND IN RESPECT OF THE YE Management For
31 MAR 2004
3.a RE-ELECT MR. PETER WANG KIN CHUNG AS A NON-EXECUTIVE Management For
DIRECTOR
3.b RE-ELECT MR. PETER STUART ALLENBY EDWARDS AS Management For
A INDEPENDENT NON-EXECUTIVE DIREC TOR
3.c RE-ELECT MR. PATRICK BLACKWELL PAUL AS A INDEPENDENT Management For
NON-EXECUTIVE DIRECTOR
3.d RE-ELECT MR. MICHAEL JOHN ENRIGHT AS A INDEPENDENT Management For
NON-EXECUTIVE DIRECTOR
4. APPROVE TO CONFIRM THE REMUNERATION OF THE DIRECTORS Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
6. APPROVE TO FIX THE NUMBER OF DIRECTORS OF THE Management For
COMPANY AT 15 AND AUTHORIZE THE DIRECTORS TO
ELECT OR APPOINT ADDITIONAL DIRECTORS UP TO THE
MAXIMUM OF 15
7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUE, Management Against
ALLOT AND DISPOSE OF ADDITION AL SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS A ND OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING 5% OF THE AGGRE
GATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL
OF THE COMPANY OTHERWISE THAN PURSUANT TO: I)
A RIGHTS ISSUE; OR II) THE EXERCISE OF OPTIONS
GRANTED UNDER T HE COMPANY S SHARE OPTION SCHEME;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLU
SION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHI CH THE NEXT AGM IS TO
BE HELD BY LAW
8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
ITS OWN SHARES OF THE COMPA NY DURING THE RELEVANT
PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED
OR A NY OTHER STOCK EXCHANGE RECOGNIZED FOR THIS
PURPOSE BY THE SECURITIES AND FUTU RES COMMISSION
OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG
LIMITED UNDER THE HONG KONG CODE ON SHARE REPURCHASES
FOR SUCH PURPOSES, SUBJECT TO AND IN A CCORDANCE
WITH ALL APPLICABLE LAWS, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE
EAR LIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD
BY LAW
9. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
7 AND 8, TO ADD THE AGGRE GATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE COM PANY PURSUANT TO RESOLUTION 8, TO
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CA
PITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT
TO RESOLUTION 7, PROVIDED T HAT SUCH AMOUNT SHALL
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE IS SUED SHARE CAPITAL OF THE COMPANY AT
THE DATE OF PASSING THIS RESOLUTION
S.10 AMEND THE BYE-LAWS OF THE COMPANY: 1) BYE-LAW Management For
1; 2) BYE-LAW 85A; 3) BYE-LAW 10 8(B); AND 4)
BYE-LAW 114
- ------------------------------------------------------------------------------------------------------------------------------------
JOHNSON MATTHEY PLC AGM Meeting Date: 07/20/2004
Issuer: G51604109 ISIN: GB0004764071
SEDOL: 0476407, 5830569
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ACCOUNTS FOR THE YE 31 Management For
MAR 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 18.2 PENCE PER SHARE Management For
ON THE ORDINARY SHARES
4. ELECT DR. P. N. HAWKER AS A DIRECTOR OF THE COMPANY Management For
5. ELECT MR. L. C. PENTZ AS A DIRECTOR OF THE COMPANY Management For
6. RE-ELECT M. B. DEERDEN AS A DIRECTOR OF THE COMPANY Management For
7. RE-ELECT MR. C. D. MACKEY AS A DIRECTOR OF THE Management For
COMPANY
8. RE-ELECT MR. J. N. SHELDRICK AS A DIRECTOR OF Management For
THE COMPANY
9. RE-ELECT MR. I. C. STRACHAN AS A DIRECTOR OF Management For
THE COMPANY
10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS FOR Management For
THE FORTHCOMING YEAR AND AUTHORI ZE THE DIRECTORS
TO FIX THEIR REMUNERATION
11. AUTHORIZE THE COMPANY TO MAKE POLITICAL DONATIONS Management For
AND INCUR POLITICAL EXPENDIT URE
12. AMEND THE RULES OF THE JOHNSON MATTHEY LONG TERM Management For
INCENTIVE PLAN
13. AMEND THE RULES OF THE JOHNSON MATTHEY 2001 SHARE Management For
OPTION SCHEME
14. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management For
15. APPROVE TO DIS-APPLY PRE-EMPTION RIGHTS ATTACHING Management For
TO ORDINARY SHARES
16. AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
OF ITS OWN SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
PILKINGTON PLC AGM Meeting Date: 07/20/2004
Issuer: G70956118 ISIN: GB0006884620
SEDOL: 0688462, 5663419
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 31 Management For
MAR 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For
FOR THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 3.25 PENCE PER ORDINARY Management For
SHARE FOR THE FOR THE YE 3 1 MAR 2004 PAYABLE
ON 30 JUL 2004 TO THE SHAREHOLDERS ON THE REGISTER
AT THE C LOSE OF BUSINESS ON 11 JUN 2004
4. ELECT MR. CHRISTINE MORIN-POSTEL AS A DIRECTOR Management For
OF THE COMPANY
5. RE-ELECT MR. STUART CHAMBERS AS A DIRECTOR OF Management For
THE COMPANY
6. RE-ELECT MR. JAMES LENG AS A DIRECTOR OF THE COMPANY Management For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL TH E CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE APPOINTED AUDITOR S
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 FOR CASH PURSUANT TO
THE AUTHORITY CONFER RED BY RESOLUTION 8, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(
1) , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION
WITH A RIGHTS ISSUE OR A SCRIP DIVIDEND ALTERNATIVE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 31, 867,236;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF T HE COMPANY OR 15 MONTHS
; AND AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITI ES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE
PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO 127,468,944 ORDINARY SHARES OF 50 PENCE
EACH IN THE CAPIT AL OF THE COMPANY, AT A MINIMUM
PRICE OF 50 PENCE AND UP TO 105% OF THE AVERAG
E MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHA NGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 18 MONTHS ; T HE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY; AND APPROVE
THAT THE ORDINARY SHARES PURCHASED SHALL BE EITHER:
A) CANCELLED IMMEDIATELY UPON THE COMPLETION
OF THE PURCHASE; OR B) HELD AS TREASURY SHARES
PURSUANT TO SECTION 162A OF THE COMPANIES ACT
1985
11. APPROVE TO EXTEND THE TERM OF THE PILKINGTON Management For
SENIOR EXECUTIVES SHARE OPTION S CHEME AND THE
PILKINGTON SENIOR EXECUTIVES NO. 2 SHARE OPTION
SCHEME TO 28 AU G 2014
- ------------------------------------------------------------------------------------------------------------------------------------
RINKER GROUP LTD AGM Meeting Date: 07/20/2004
Issuer: Q8142Y109 ISIN: AU000000RIN3
SEDOL: 6599386, 7573185
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE FYE 31 MAR 2004
2. RECEIVE THE REMUNERATION REPORT FOR THE YE 31 Management For
MAR 2004
3.a RE-ELECT MR. JOHN MORSCHEL AS A DIRECTOR IN Management For
ACCORDANCE WITH CLAUSE 56 OF THE COMPANY S CONSTITUTION
3.b RE-ELECT MR. JOHN INGRAM AS A DIRECTOR IN ACCORDANCE Management For
WITH CLAUSE 54 OF THE CO MPANY S CONSTITUTION
4. APPROVE THAT, WITH EFFECT FROM THE FY COMMENCING Management For
ON 01 APR 2004, THE AGGREGATE MAXIMUM SUM AVAILABLE
FOR REMUNERATION OF NON-EXECUTIVE DIRECTORS IS
INCREASE D BY AUD 400,000 PER YEAR TO AUD 1,250,000
PER YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
SSL INTERNATIONAL PLC AGM Meeting Date: 07/20/2004
Issuer: G8401X108 ISIN: GB0007981128
SEDOL: 0798112, 5848067
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORTS AND THE COMPANY Management For
S ANNUAL ACCOUNTS FOR THE YE 31 MAR 2004 TOGETHER
WITH THE AUDITORS REPORT ON THOSE ACCOUNTS AND
THE AUDITED AND THE AUDITABLE PART OF THE DIRECTORS
REMUNERATION REPORT
2. APPROVE THE REMUNERATION REPORT AS SPECIFIED Management For
IN THE REPORTS AND ACCOUNTS FOR T HE YE 31 MAR
2004
3. DECLARE A FINAL DIVIDEND OF 4.2P PER ORDINARY Management For
SHARE
4. RE-ELECT MR. IAN MARTIN AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
5. RE-ELECT MR. PETER READ AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
6. ELECT MR. RICHARD ADAM AS A DIRECTOR Management For
7. ELECT MR. MIKE PILKINGTON AS A DIRECTOR Management For
8. ELECT MR. IAN ADAMSON AS A DIRECTOR Management For
9. ELECT MR. MARK MORAN AS A DIRECTOR Management For
10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For
THE COMPANY, UNTIL THE CONCLUSION OF NEXT AGM
AT WHICH ACCOUNTS ARE LAID AND AUTHORIZE THE
DIRECTORS TO SET THE AUDITOR S REMUNERATION
S.11 AUTHORIZE THE COMPANY FOR THE PURPOSES OF COMPANIES Management For
ACT 1985, PURSUANT TO ARTI CLE 45 OF THE COMPANY
S ARTICLES OF ASSOCIATION, TO MAKE ONE OR MORE
MARKET PU RCHASES SECTION 163(3) OF UP TO 18,936,585
ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE IS THE NOMINAL
AMOUNT OF THA T SHARE EXCLUSIVE OF EXPENSES PAYABLE
BY THE COMPANY AND UP TO 105% OF THE AVE RAGE
MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE
DERIVED FROM THE LONDON ST OCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 20 J AN 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
- ------------------------------------------------------------------------------------------------------------------------------------
BPB PLC AGM Meeting Date: 07/21/2004
Issuer: G12796101 ISIN: GB0000687078
SEDOL: 0068707, 5830064
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE ACCOUNTS FOR THE YEAR 31 MAR 2004 TOGETHER Management For
WITH THE REPORTS OF THE D IRECTORS AND THE AUDITORS
OF THOSE ACCOUNTS
2. APPROVE THE REMUNERATION COMMITTEES REPORT FOR Management For
THE YEAR TO 31 MAR 2004
3. DECLARE A FINAL DIVIDEND OF 9.45P PER SHARE Management For
4. RE-ELECT MR. R.M. HEAR AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
5.1 RE-ELECT MR. A.J. DOUGAL AS A DIRECTOR Management For
5.2 RE-ELECT MR. E. HENKES AS A DIRECTOR Management For
6. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
7. ADOPT THE BPB PERFORMANCE SHARE PLAN PLAN ; Management For
AUTHORIZE THE DIRECTORS OF THE CO MPANY TO DO
ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY
OR DESIRABLE TO CARRY THE SAME INTO EFFECT AND
TO VOTE, AND BE COUNTED IN THE QUORUM, ON ANY
MATTER CONNECTED WITH THE PLAN, NOTWITHSTANDING
THAT THEY MAY BE INTERESTED IN THE S AME EXCEPT
THAT NO DIRECTOR BE COUNTED IN A QUORUM OR VOTE
IN RESPECT OF HIS OWN PARTICIPATION , AND THAT
THE PROHIBITION ON VOTING BE INTERESTED DIRECTORS
CONTAINED IN THE ARTICLE 113 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY BE HEREBY RELAXED
TO THAT EXTENT; AND ALSO DIRECTORS ARE AUTHORIZED
TO ESTABLISH SUCH SCHEDULES TO THE PLAN AND /
OR SUCH OTHER PLANS BASED ON THE PLAN BUT MO
DIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE
CONTROL OR SECURITIES LAWS OUTSI DE THE UK AS
THEY CONSIDER NECESSARY OR EXPEDIENT, PROVIDED
THAT ANY SHARES MA DE AVAILABLE UNDER SUCH SCHEDULES
OR PLANS MUST BE TREATED AS COUNTING AGAINST
THE RELEVANT LIMITS IN THE PLAN ON INDIVIDUAL
PARTICIPATION LEVELS AND THE OV ERALL NUMBER
OF SHARES ISSUABLE
8. RATIFY THE RULES OF THE BPB EXECUTIVE SHARE OPTION Management For
PLAN 2001 INCLUDING A SCHE DULE RELATING TO
THE GRANT OF OPTIONS OF FRENCH RESIDENT EMPLOYEES
S.9 AUTHORIZE THE COMPANY, PURSUANT TO THE ARTICLE Management For
43 OF THE COMPANY S ARTICLES OF ASSOCIATION,
TO MAKE MARKET PURCHASES SECTION 163 OF UP
TO 49.5 MILLION ORD INARY SHARES OF 50P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 50P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DER IVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 B USINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 12 MONTHS ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONT RACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTL Y AFTER SUCH EXPIRY
S.10 APPROVE THE AMENDMENTS TO THE COMPANY S ARTICLES Management For
OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
FKI PLC (FORMERLY FKI BABCOCK PLC) AGM Meeting Date: 07/21/2004
Issuer: G35280109 ISIN: GB0003294591
SEDOL: 0329459, 5830172
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
FINANCIAL STATEMENTS FOR THE Y E 31 MAR 2004
2. APPROVE A REMUNERATION REPORT FOR THE YE 31 MAR Management For
2004
3. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For
WHICH THE DIRECTORS RECOMMEND SHOULD BE 3.0P
PER ORDINARY SHARE
4. RE-APPOINT MR. C. MATTHEWS AS A DIRECTOR Management For
5. RE-APPOINT MR. N. BAMFORD AS A DIRECTOR Management For
6. RE-APPOINT SIR MICHAEL HODGKINSON AS A DIRECTOR Management For
7. RE-APPOINT MR. R.L. GOTT AS A DIRECTOR Management For
8. RE-APPOINT ERNST & YOUNG AS THE AUDITORS OF THE Management For
COMPANY
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
80 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT
RELEVANT SECURITIES OF THE COMPANY SECTION 80(2)
OF THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 16,300,000; AUTHORITY EXPIRES THE EA
RLIER OF THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 15 MONTHS ; AND THE COMPANY MAY BEFORE
SUCH EXPIRY MAKE AN OFFER, AGREEMENT OR OTHER
ARRANGEMENT W HICH WOULD OR MIGHT REQUIRE RELEVANT
SECURITIES TO BE ALLOTTED AFTER SUCH EXPI RY
AND THE DIRECTORS OF THE COMPANY MAY ALLOT RELEVANT
SECURITIES PURSUANT TO ANY SUCH OFFER, AGREEMENT
OR ARRANGEMENT AS IF THE AUTHORITY HEREBY CONFERRED
HAD NOT EXPIRED
S.11 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE ACT OF THE COMPANY PURSUANT
TO THE AUTHORITY CONFERRED BY S.12, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SE CTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY S ECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLD
ERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 2,900,000; AUTHORITY EXP IRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 15 MONTHS ; AND THE DIRECTORS OF THE COMPANY
MAY, BEFORE THE EXPIRY OF ANY POWER, MAKE AN
OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE
EQUITY SECURITIES TO BE ALL OTTED AFTER SUCH
EXPIRY AND THE DIRECTORS OF THE COMPANY MAY ALLOT
EQUITY SECU RITIES IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT AS IF THE AUTHORITY HEREBY C ONFERRED
HAD NOT EXPIRED
S.12 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 54 Management For
OF THE COMPANY S ARTICLES OF ASS OCIATION AND
SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 29,000,000
ORDINARY SHARES OF 10P EACH, AT A MINIMUM PRIC
E OF 10P AND UP TO 105% OF THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES
OF THE COMPANY DERIVED FROM THE STOCK EXCHANGE
DAILY OFFICIA L 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 MAY M AKE A PURCHASE OF ORDINARY
SHARES UNDER SUCH AUTHORITY AFTER SUCH DATE IF
THE CONTRACT OF PURCHASE FOR THE SAME WAS ENTERED
INTO BEFORE SUCH DATE
S.13 AMEND ARTICLE 83 OF THE COMPANY S ARTICLES OF Management For
ASSOCIATION BY DELETING THE WORD S SPECIFIED
AT THE BEGINNING OF THE ARTICLE
- ------------------------------------------------------------------------------------------------------------------------------------
GUS PLC AGM Meeting Date: 07/21/2004
Issuer: G4209W103 ISIN: GB0003847042
SEDOL: 0384704, 5981843, 7119062
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For
STATEMENTS OF THE COMPAN Y FOR THE YE 31 MAR
2004, TOGETHER WITH THE REPORT OF THE AUDITORS
2. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For
AND RELATED MATTERS CONTAINE D IN THE FINANCIAL
STATEMENTS AND REPORTS OF THE COMPANY FOR THE
YE 31 MAR 200 4
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT MR. ANDY HORNBY AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 74 OF THE CO MPANY S ARTICLES OF
ASSOCIATION
5. RE-ELECT SIR. VICTOR BLANK AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 76 OF THE COMPANY S ARTICLES
OF ASSOCIATION
6. RE-ELECT SIR. ALAN RUDGE AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 76 OF THE CO MPANY S ARTICLES OF
ASSOCIATION
7. RE-ELECT MR. ALAN SMART AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 76 OF THE COM PANY S ARTICLES OF
ASSOCIATION
8. RE-ELECT MR. DAVID TYLER AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 76 OF THE CO MPANY S ARTICLES OF
ASSOCIATION
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH FINANCIAL
STATEMENTS AND REPO RTS ARE LAID
10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
S.11 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR THE Management For
AUTHORITY CONFERRED BY THE SPEC IAL RESOLUTION
PASSED ON 23 JUL 2003 AND FOR THE PURPOSE OF
SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES SECTION 163 OF UP TO 100,000,0
00 9.8% OF THE COMPANY S ISSUED ORDINARY SHARE
CAPITAL AS AT 25 MAY 2004 ORD INARY SHARES OF
25P EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHA
RE OF 25P IN THE CAPITAL OF THE COMPANY AS DERIVED
FROM THE LONDON STOCK EXCHA NGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY TO BE HELD IN 2005 OR 20 OCT
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXP IRY
12. AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For
5 OF THE COMPANY S ARTICLES OF AS SOCIATION AND
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITI ES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL VALUE OF GBP 58,395,799 BEING
AP PROXIMATELY 23% OF THE COMPANY S ISSUED ORDINARY
SHARE CAPITAL AS AT 25 MAY 20 04 EXCLUDING THE
TREASURY SHARES ; AUTHORITY EXPIRES THE EARLIER
OF THE CONC LUSION OF THE AGM OF THE COMPANY
TO BE HELD IN 2005 OR 20 OCT 2005 ; 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
S.13 AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For
6 OF THE COMPANY S ARTICLES OF AS SOCIATION,
SUBJECT TO THE PASSING OF RESOLUTION 12 AND PURSUANT
TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT
EQUITY SECURITIES SECTION 94 FOR CASH PU RSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 12,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE TO OR IN
FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO
AN AGGREGATE NOMINAL VALUE OF GB P 12,705,210
5% OF THE ISSUED SHARE CAPITAL AS AT 25 MAY
2004 ; AUTHORITY EX PIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD
IN 20 05 OR 20 OCT 2005 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EX PIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR T O SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
INVENSYS PLC AGM Meeting Date: 07/21/2004
Issuer: G49133104 ISIN: GB0008070418
SEDOL: 0807041, 5457601
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
STATEMENT OF ACCOUNTS FOR THE YE 31 MAR 2004
2. APPROVE THE BOARD S REMUNERATION REPORT CONTAINED Management For
IN THE REPORT AND ACCOUNTS F OR THE YE 31 MAR
2004
3.a RE-ELECT MR. S.M. ROBERTSON AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLES OF A SSOCIATION
3.b RE-ELECT MR. U.C. HONRIKSSON AS A DIRECTOR IN Management For
ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
4. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
5. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
6. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY, OTHER THA N IN RESPECT
OF ANY ALLOTMENTS MADE PURSUANT TO OFFERS OR
AGREEMENTS MADE PRIO R TO THE PASSING OF THIS
RESOLUTION, TO ALLOT RELEVANT SECURITIES SECTION
80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 18,767,500 ; AUTHORITY
EXPIRES ON 21 JUL 2009 ; AND THE DIRECTORS MAY
ALLOT RELEVANT SEC URITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AG REEMENT MADE PRIOR TO SUCH EXPIRY
S.7 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 6 AND PURSUANT T O SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RE SOLUTION
6, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROV IDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CO NNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER ISSUE IN FAVOR OF ORDINARY S HAREHOLDERS
AND THE HOLDERS OF ANY OTHER CLASS OF EQUITY
SECURITY; AND B) UP T O AN AGGREGATE NOMINAL
AMOUNT OF GBP 2,843,500; AUTHORITY EXPIRES ON
21 JUL 2 009 ; AND, AUTHORIZE THE DIRECTORS TO
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SU CH EXPIRY
S.8 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 568,714,383 ORDINARY SHARES OF 1P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 1P AND NOT MORE THAN 105% ABOVE THE AVERAG
E MIDDLE MARKET QUOTATIONS VALUE FOR SUCH SHARES
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 NEXT AGM OF THE COMPANY ; THE COMP ANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
BOOTS GROUP PLC, NOTTINGHAM AGM Meeting Date: 07/22/2004
Issuer: G12517101 ISIN: GB0032310780
SEDOL: 3231078
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT AND ANNUAL ACCOUNTS Management For
AND THE AUDITORS REPORT THE REON
2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND Management For
4. RE-APPOINT MR. MME H. PLOIX AS A DIRECTOR Management For
5. RE-APPOINT DR. M.P READ AS A DIRECTOR Management For
6. RE-APPOINT MR. R.A BAKER AS A DIRECTOR Management For
7. RE-APPOINT MR. G.N DAWSON AS A DIRECTOR Management For
8. RE-APPOINT MR. T.C PARKER AS A DIRECTOR Management For
9. RE-APPOINT THE AUDITORS Management For
10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
11. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
WITHIN THE MEANING OF SEC TION 80 OF THE COMPANIES
ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 64. 0 MILLIONS; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPAN Y ;
AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS A UTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.12 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For
RESOLUTION 11AND PURSUANT TO SE CTION 95 OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 11, AND/OR WHERE S UCH
ALLOTMENT CONSTITULES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTI ON 94(3A) OF THE
ACT, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89 (1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIE
S A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE
NOMINAL AMOUNT NOT EXCEEDING OF GBP 9.6 MILLIONS;
AUTHO RITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; AND, AUTHORIZE THE
DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY I N PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, SUBJECT TO THE COMPANY Management For
S ARTICLES OF ASSOCIATION AND SE CTION 166 OF
THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES
SECTION 163(3) OF UP TO 76,876,000 ORDINARY
SHARES, AT A MINIMUM PRICE PER ORDINARY SHARE
IS THE NOMINAL VALUE AND THE MAXIMUM PRICE NOT
MORE THAN 5% ABOVE THE AVERAGE OF THE CLOSING
MID MARKET PRICES FOR THE ORDINARY SHARES OF
THE COMPANY DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINE
SS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHAR ES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
CABLE & WIRELESS PLC AGM Meeting Date: 07/22/2004
Issuer: G17416127 ISIN: GB0001625572
SEDOL: 0162557, 5687129, 6160986
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE GROUP ACCOUNTS FOR THE FINANCIAL Management For
YEAR ENDED 31 MAR 2004 AND THE RE PORTS OF THE
DIRECTORS AND AUDITORS THEREON
2. APPROVE THE REMUNERATION REPORT FOR THE YEAR Management For
ENDED 31 MAR 2004 AS CONTAINED WI THIN THE REPORT
AND ACCOUNTS
3. ELECT MR. CHARLES HERLINGER AS A DIRECTOR Management For
4. ELECT LORD ROBERTSON OF PORT ELLEN AS A DIRECTOR Management For
5. RE-ELECT MR. RICHARD LAPTHORNE AS A DIRECTOR Management For
6. RE-ELECT MR. GRAHAM HOWE AS A DIRECTOR Management For
7. RE-APPOINT KPMG AUDIT PLC AS AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
9. APPROVE THE AMENDMENTS TO THE RULES OF THE CABLE Management For
& WIRELESS INCENTIVE PLAN 200 1 (THE PLAN )
10. APPROVE THE AMENDMENTS TO THE RULES OF THE CABLE Management For
& WIRELESS DEFERRED SHORT TER M INCENTIVE PLAN
11. APPROVE THAT THE AUTHORIZATION GRANTED TO THE Management For
DIRECTORS TO OPERATE THE CABLE & WIRELESS INCENTIVE
PLAN 2001 (THE PLAN) IN FRANCE, IN ACCORDANCE
WITH THE RUL ES PRODUCED TO THE MEETING AND INITIALED
BY THE CHAIRMAN FOR THE PURPOSE OF ID ENTIFICATION,
AS VARIED FROM TIME TO TIME, BE RENEWED AND THAT
THE DIRECTORS B E AUTHORIZED TO DO ALL ACTS AND
THINGS NECESSARY OR EXPEDIENT TO OPERATE THE
P LAN IN FRANCE
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT 19 85, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING GBP
200,000 IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE
NOT EXCEEDING GBP 200,000 IN TO TAL IN THE PERIOD
BEGINNING ON THE DATE OF THIS RESOLUTION AND
ENDING ON THE E ARLIER OF 21 JULY 2008 OR THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2008
S.13 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
(AS DEFINED IN SECTION 163(3) O F THE COMPANIES
ACT 1985) OF ORDINARY SHARES WITH NOMINAL VALUE
OF 25P EACH IN THE COMPANY, PROVIDED THAT: (A)
THE COMPANY DOES NOT PURCHASE UNDER THIS AUTH
ORITY MORE THAN 357 MILLION ORDINARY SHARES;
(B) THE COMPANY DOES NOT PAY LESS THAN 25P FOR
EACH ORDINARY SHARE; AND (C) THE COMPANY DOES
NOT PAY MORE FOR E ACH SHARE THAN 5% OVER THE
AVERAGE OF THE MIDDLE MARKET PRICE OF THE ORDINARY
SHARES FOR THE FIVE BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE ON WHICH THE COMPANY AGREES
TO BUY THE SHARES CONCERNED, BASED ON SHARE PRICES
PUBLISHED IN THE DAILY OFFICIAL LIST OF THE LONDON
STOCK EXCHANGE; AUTHORITY SHALL CONTIN UE FOR
THE PERIOD ENDING ON THE DATE OF THE AGM IN 2005
OR 31 OCT 2005, WHICHE VER IS THE EARLIER, PROVIDED
THAT IF THE COMPANY HAS AGREED BEFORE THIS DATE
T O PURCHASE ORDINARY SHARES WHERE THESE PURCHASES
WILL OR MAY BE EXECUTED AFTER THE AUTHORITY TERMINATES
(EITHER WHOLLY OR IN PART) THE COMPANY MAY COMPLETE
SUCH PURCHASES
S.14 AMEND THE COMPANY S ARTICLES OF ASSOCIATION, Management For
WITH IMMEDIATE, EFFECT BY: (A) DE LETING THE
SECOND SENTENCE OF ARTICLE 132(A) AND SUBSTITUTING
IN ITS PLACE SH AREHOLDERS MUST AUTHORIZE THE
DIRECTORS TO MAKE AN OFFER UNDER THIS ARTICLE
13 2(A) (EITHER BEFORE OR AFTER THE OFFER IS
MADE) ; AND (B) INSERTING THE WORDS TO MAKE AN
OFFER IN RESPECT OF A PARTICULAR DIVIDEND DIRECTLY
AFTER THE WORD S AFTER THE DIRECTORS HAVE DECIDED
IN THE FIRST SENTENCE OF ARTICLE 132(A) ( V)
AND TO DELETE THE WORDS HOW MANY NEW SHARES
THE ORDINARY SHAREHOLDERS WILL BE ENTITLED TO
IN THAT SENTENCE
15. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: (A) Management For
EXERCISE THE POWER CONFERRED UP ON THEM BY ARTICLE
132(A) OF THE COMPANY S ARTICLES OF ASSOCIATION
AS FROM TIM E TO TIME VARIED SO THAT, TO THE
EXTENT AND IN THE MANNER DETERMINED BY THE DI
RECTORS, THE HOLDERS OF ORDINARY SHARES IN THE
COMPANY BE PERMITTED TO ELECT T O RECEIVE NEW
ORDINARY SHARES IN THE COMPANY, CREDITED AS FULLY
PAID, INSTEAD OF ALL OR PART OF THE FULL YEAR
DIVIDEND FOR THE FINANCIAL YEAR OF THE COMPANY
ENDED 31 MAR 2004 AND INSTEAD OF ALL OR ANY PART
OF ANY DIVIDENDS (INCLUDING INTERIM DIVIDENDS)
PAID BY THE DIRECTORS OR DECLARED BY THE COMPANY
IN GENERAL MEETING (AS THE CASE MAY BE) DURING
THE PERIOD COMMENCING ON 22 JUL 2004 AND ENDING
ON 21 JUL 2009; AND (B) CAPITALIZE AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF THE NEW ORDINARY
SHARES OF THE COMPANY TO BE ALLOTTED PURSUANT
TO ANY ELEC TIONS MADE AS AFORESAID OUT OF THE
AMOUNT STANDING TO THE CREDIT OF RESERVES O R
FUNDS (INCLUDING ANY SHARE PREMIUM ACCOUNT, CAPITAL
REDEMPTION RESERVE AND T HE PROFIT AND LOSS ACCOUNT)
OR ANY OTHER SUM WHICH IS AVAILABLE TO BE DISTRIBU
TED, AS THE DIRECTORS MAY DETERMINE, TO APPLY
SUCH SUM IN PAYING UP SUCH ORDIN ARY SHARES IN
THE COMPANY IN FULL AND TO ALLOT SUCH ORDINARY
SHARES TO THE SHA REHOLDERS OF THE COMPANY VALIDLY
MAKING SUCH ELECTIONS IN ACCORDANCE WITH THEI
R RESPECTIVE ENTITLEMENTS
16. DECLARE A FULL YEAR DIVIDEND Management For
- ------------------------------------------------------------------------------------------------------------------------------------
CARTER HOLT HARVEY LTD SGM Meeting Date: 07/22/2004
Issuer: Q21397122 ISIN: NZCAHE0001S6
SEDOL: 6178354, 6178406
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THE ARRANGEMENT, PURSUANT TO PART XV Management For
OF THE COMPANIES ACT 1993, BETWEE N CARTER HOLT
HARVEY LIMITED AND THE HOLDERS OF ORDINARY SHARES
IN CARTER HOLT HARVEY LIMITED RELATING TO THE
RETURN OF CAPITAL TO SHAREHOLDERS; CARTER HOLT
HAVERY SHALL PAY NZD 1.10 FOR EACH SHARE REGISTERED
IN THE NAME OF THE SHAREH OLDER WHICH HAS BEEN
CANCELLED IN ACCORDANCE WITH THE SAID CLAUSE 2.1
- ------------------------------------------------------------------------------------------------------------------------------------
DE LA RUE PLC (NEW) AGM Meeting Date: 07/22/2004
Issuer: G6448X107 ISIN: GB0009380592
SEDOL: 0938059
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
FINANCIAL STATEMENTS OF THE CO MPANY FOR THE
YE 27 MAR 2004 TOGETHER WITH THE REPORT OF THE
AUDITORS
2. APPROVE THE REMUNERATION REPORT FOR THE YE 27 Management For
MAR 2004
3. DECLARE A FINAL DIVIDEND ON THE COMPANY S ORDINARY Management For
SHARES IN RESPECT OF THE YE 27 MAR 2004
4. ELECT MR. L.M. QUINN AS A DIRECTOR, WHO RETIRES Management For
PURSUANT TO ARTICLE 33.1 OF TH E COMPANY S ARTICLES
OF ASSOCIATION THE ARTICLES
5. RE-ELECT MR. P.M.G. NOLAN AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION PURSUANT TO A RTICLE 38.1
OF THE ARTICLES
6. RE-ELECT MR. K.H. HODGKINSON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION PURSUANT T O ARTICLE 38.1
OF THE ARTICLES
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
9. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
80 OF THE COMPANIES ACT 19 85 THE ACT , TO ALLOT
RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL
AMOUNT O F GBP 15,258,815; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
E XPIRY
S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF PREVIOUS RESOLUTION AND PUR SUANT TO SECTION
95 OF THE ACT 1985, TO ALLOT EQUITY SECURITIES
FOR CASH PURSU ANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION ABOVE OR OTHERWISE
I N THE CASE OF TREASURY SHARES SECTION 163(3)
OF THE ACT , DISAPPLYING THE STA TUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
I) IN CONNECTION WITH AN OFFER OF SUCH SECURITIES
BY WAY OF RIGHTS, OPEN OFFER OR OTHER OFFER OF
SECURITIES; AND II) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 2,288,821; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT EQUIT Y SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.11 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 83 Management For
OF THE ARTICLES AND IN ACCORDANC E WITH SECTION
166 OF THE ACT, TO MAKE ONE OR MORE MARKET PURCHASES
SECTION 1 63(3) OF THE ACT OF UP TO 27,447,553
ORDINARY SHARES REPRESENTING 14.99% OF T HE COMPANY
S ISSUED ORDINARY SHARE CAPITAL PROVIDED THAT
IN THE CASE OF SHARES PURCHASED IN THE MARKET
AND HELD IN TREASURY SUCH MAXIMUM AGGREGATE NOMINAL
V ALUE OF SHARES HELD SHALL NOT AT ANY TIME 10%
OF THE ISSUED SHARE CAPITAL OF T HE COMPANY AT
THAT TIME, AT A MINIMUM PRICE OF 25 PENCE AND
THE MAXIMUM PRICE SHALL NOT BE MORE THAN 5% ABOVE
THE AVERAGE OF THE MARKET VALUES FOR AN ORDINA
RY SHARE DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 12 MONTHS ;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHO LLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC AGM Meeting Date: 07/23/2004
Issuer: G79314129 ISIN: GB0006900707
SEDOL: 0690070, 5626876, 5748844
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management For
THE YE 31 MAR 2004
2. APPROVE THE REMUNERATION REPORT INCLUDED IN THE Management For
ANNUAL REPORT AND THE ACCOUNTS FOR THE YE 31
MAR 2004
3. ELECT MR. VICKY BAILEY AS A DIRECTOR Management For
4. ELECT MR. PHILIP CARROLL AS A DIRECTOR Management For
5. ELECT MR. JUDI JOHANSEN AS A DIRECTOR Management For
6. ELECT MR. SIMON LOWTH AS A DIRECTOR Management For
7. ELECT MR. NANCY WILGENBUSCH AS A DIRECTOR Management For
8. RE-ELECT MR. EUAN BAIRD AS A DIRECTOR Management For
9. RE-ELECT MR. IAN RUSSELL AS A DIRECTOR Management For
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
COMPANY S AUDITORS UNTIL THE NEXT AGM AND AUTHORIZE
THE DIRECTORS TO SET THE REMUNERATION OF THE AUDITORS
11. AUTHORIZE THE COMPANY TO MAKE DONATIONS TO EU Management For
POLITICAL ORGANIZATIONS AND TO I NCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL
DURING THE PE RIOD ENDING ON 23 JUL 2005 OR,
IF EARLIER, ON THE DATE OF THE COMPANY S AGM
IN 2005
S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) OF THE ACT FOR CASH
RELYING ON THE AUT HORITY GIVEN BY SHAREHOLDERS
ON 28 JUL 2000, DISAPPLYING THE STATUTORY PRE-EMP
TION RIGHTS SECTION 89(1) OF THE ACT , PROVIDED
THAT THIS POWER IS LIMITED: A ) TO THE ALLOTMENT
OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS
ISSUE OR O THER OFFER OR INVITATION IN FAVOR
OF THE HOLDERS OF ORDINARY SHARES; B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 46,499,936;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 23 JUL 2005
; AND THE COMP ANY MAY MAKE AN OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE EQUITY SECURIT IES
TO BE ALLOTTED AFTER THE POWER CONFERRED BY THIS
RESOLUTION ENDS AND THE D IRECTORS MAY ALLOT
EQUITY SECURITIES UNDER SUCH AN OFFER OR AGREEMENT
AS IF TH IS POWER HAD NOT ENDED
S.13 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 185,999,745 ORDINARY SHARES OF 50P EACH,
AT A MINIMUM PR ICE OF 50P AND NOT MORE THAN
5% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 23 JUL 2005
; THE COMPANY MAY MAKE A CONTRACT BEFORE TH E
AUTHORITY ENDS TO PURCHASE ORDINARY SHARES WHERE
THE PURCHASE WOULD OR MIGHT BE EXECUTED WHOLLY
OR PARTLY AFTER THE AUTHORITY ENDS
S.14 AMEND THE ARTICLES OF ASSOCIATION, BY DELETING Management For
THE DEFINITIONS OF CREST MEMBE R , SCOTTISHPOWER
UK , SPECIAL SHARE AND SPECIAL SHAREHOLDER
IN ARTICLE 2 ; BY DELETING THE WORDS IN ARTICLE
51.(A) AND REPLACING WITH NEW WORD; BY DELE TING
ARTICLE 7; BY DELETING THE LAST SENTENCE OF ARTICLE
8.(B); BY DELETING AR TICLE 51; BY THE ADDITION
OF FEW WORDS AS THE SECOND SENTENCE OF ARTICLE
81.(D ); BY REPLACING THE WORDS IN BRACKETS IN
THE FIRST SENTENCE OF ARTICLE 139.(C) ; BY ADDING
WORDS IN THE SECOND SENTENCE OF ARTICLE 139.(C);
BY DELETING THE W ORD IN THE FINAL SENTENCE OF
ARTICLE 139.(C); AND BY DELETING SOME WORDS,
TOGE THER WITH THE CORRESPONDING ARTICLE REFERENCE
IN EACH CASE, IN THE INDEX
- ------------------------------------------------------------------------------------------------------------------------------------
EXEL PLC EGM Meeting Date: 07/26/2004
Issuer: G3242Y100 ISIN: GB0004486881
SEDOL: 0448688, 4225456
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT, THE PROPOSED ACQUISITION BY THE Management For
COMPANY OF ALL OR ANY PART OF TH E ISSUED OR
TO BE ISSUED ORDINARY SHARE CAPITAL OF TIBBETT
& BRITTEN GROUP PLC ON SUCH TERMS AND CONDITIONS
AS THE BOARD OF DIRECTORS OF THE COMPANY SHALL
A PPROVE OR SHALL HAVE APPROVED; AND THE OFFER
FOR ORDINARY SHARES IN TIBBETT & BRITTEN, AS
DESCRIBED IN THE OFFER DOCUMENT DATED 22 JUN
2004 FROM UBS LIMITED ON BEHALF OF THE COMPANY
AND ADDRESSED TO, INTER ALIA, THE ORDINARY SHAREHOLD
ERS OF TIBBETT & BRITTEN (INCLUDING ANY REVISION,
EXTENSION OR OTHER AMENDMENT S THEREOF OR ADDITIONS
THERETO AND ANY OTHER OFFER OR OFFERS MADE BY
OR ON BEH ALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
WITH A VIEW TO THE COMPANY AND/O R ITS SUBSIDIARIES
ACQUIRING THE WHOLE OF THE ISSUED AND TO BE ISSUED
SHARES I N ANY CLASS OR CLASSES OR SHARES IN
THE CAPITAL OF TIBBETT & BRITTEN) (THE OF FER
); AND ANY AND ALL ARRANGEMENTS OR AGREEMENTS
MADE OR ENTERED INTO, OR WHI CH MAY IN THE FUTURE
BE MADE OR ENTERED INTO, BY THE COMPANY OR ANY
OF ITS SUB SIDIARIES OR PERSONS ACTING IN CONCERT
WITH THE COMPANY, IN CONNECTION WITH TH E ACQUISITION
OR CANCELLATION, IN EACH CASE RELATING TO OR
IN CONNECTION OF AD MISSION OF THE ORDINARY SHARES
OF TIBBETT & BRITTEN OR THE CANCELLATION OF ADM
ISSION OF THE ORDINARY SHARES OF TIBBETT & BRITTEN
ON THE LONDON STOCK EXCHANG E ON TERMS AND CONDITIONS
APPROVE BY THE BOARD, BE AND ARE HEREBY APPROVED
AND THE BOARD BE AND IS HEREBY AUTHORIZED TO
REVISE, VARY, AMEND (PROVIDED SUCH R EVISIONS,
VARIATIONS OR AMENDMENTS ARE NOT OF A MATERIAL
NATURE), WAIVE OR EXT END THE OFFER OR ANY OF
THE TERMS OR CONDITIONS THEREOF AND TO DO OR
PROCURE T HE DOING OF SUCH OTHER THINGS AND TO
EXECUTE ANY AGREEMENT AND MAKE ANY ARRANG EMENTS
AS THE BOARD MAY CONSIDER NECESSARY OR DESIRABLE
IN CONNECTION WITH THE ACQUISITION OF SHARES
IN TIBBETT & BRITTEN OR THE OFFER
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM Meeting Date: 07/26/2004
Issuer: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SALE OF ALL.CLAD Management For
2. APPROVE THE INCREASE IN THE AUTHORIZED SHARE Management For
CAPITAL OF THE COMPANY
3. AMEND THE ARTICLES FOR THE PURPOSE OF AUTHORIZING Management For
THE DIRECTORS TO ALLOT RELEV ANT SECURITIES UP
TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL
OF THE COMPANY
S.4 AUTHORIZE THE DIRECTOR TO ALLOT EQUITY SECURITIES Management For
IN CERTAIN CIRCUMSTANCES
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
SEVERN TRENT PLC AGM Meeting Date: 07/27/2004
Issuer: G8056D142 ISIN: GB0000546324
SEDOL: 0054632, 0798510
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
ACCOUNTS FOR THE YE 31 MAR 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
MAR 2004
3. DECLARE A FINAL DIVIDEND IN RESPECT OF THE YE Management For
31 MAR 2004 OF 29.27 PENCE NET FOR EACH ORDINARY
SHARE OF 65 5/19 PENCE
4. RE-APPOINT MR. J. K. BANYARD AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROTA TION
5. RE-APPOINT MR. B. DUCKWORTH AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROTAT ION
6. RE-APPOINT DR. J.D.G. MCADAM AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROTA TION
7. RE-APPOINT MR. F.A. OSBORN AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATI ON
8. RE-APPOINT MR. M.J. HOUSTON AS A DIRECTOR OF Management For
THE COMPANY
9. RE-APPOINT MR. C.S. MATTHEWS AS A DIRECTOR OF Management For
THE COMPANY
10. RE-APPOINT MR. J.B. SMITH AS A DIRECTOR OF THE Management For
COMPANY
11. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND THAT THEIR REMUNERATION
BE DETERMINED BY THE DIRECTORS
12. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
SECTION 80 OF THE COMPAN IES ACT 1985 UP TO
A MAXIMUM AMOUNT OF GBP 74,327,058; AUTHORITY
EXPIRES THE EARLIER ON THE DATE OF THE NEXT AGM
IN 2009 OR ON 26 JUL 2009
S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 12 OF THE AGM DA TED 07 JUN 2004,
TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH
PURSUANT TO RESOLUTION 12 OR BY THE WAY OF A
SALE OF TREASURY SHARES, DISAPPLYING THE STAT
UTORY PRE-EMPTION RIGHTS SECTION 89 , UP TO
A MAXIMUM AMOUNT OF GBP 11,261,67 5 OTHER THAN
IN CONNECTION WITH A RIGHTS ISSUE ; AUTHORITY
EXPIRES THE EARLI ER ON THE DATE OF THE NEXT
AGM IN 2005 OR 26 OCT 2005
S.14 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985
AS AMENDED OF UP TO 34,511,587 ORDINARY SHARES
OF 65 5/19 PENCE EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 65 5/19 PENCE FOR EA CH
ORDINARY SHARE AND NOT MORE THAN 5% ABOVE THE
AVERAGE MARKET PRICE OF THE O RDINARY SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVE R THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSI
ON OF THE AGM OF THE COMPANY IN 2005 OR 26 OCT
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE E XECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
S.15 AMEND ARTICLES 46,52,68,73,76,80,83,84,86,96,102,127,135,136 Management For
AND 152 OF THE AR TICLES OF ASSOCIATION OF THE
COMPANY HIGHLIGHTED IN THE REVISED PRINT OF THE
A RTICLES OF ASSOCIATION
16. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985 AS AMENDED , TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU P OLITICAL EXPENDITURE AS SUCH
TERMS ARE DEFINED IN SECTION 347A OF THAT ACT
N OT EXCEEDING GBP 50,000; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF TH E COMPANY
IN 2005 ; AND THE COMPANY MAY ENTER INTO A CONTRACT
OR UNDERTAKING U NDER THIS AUTHORITY PRIOR TO
ITS EXPIRY, WHICH CONTRACT OR UNDERTAKING MAY
BE PERFORMED WHOLLY OR PARTLY AFTER SUCH EXPIRY
AND MAY MAKE DONATIONS TO EU POLI TICAL ORGANIZATIONS
AND INCUR EU POLITICAL EXPENDITURE IN PURSUANCE
OF SUCH CO NTRACTS OR UNDERTAKING
17. AUTHORIZE THE COMPANY S SUBSIDIARY, SEVERN TRENT Management For
WATER LIMITED, FOR THE PURPOS ES OF PART XA OF
THE COMPANIES ACT 1985 AS AMENDED , TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION AND TO
INCUR EU POLITICAL EXPENDITURE AS SUCH TERMS
AR E DEFINED IN SECTION 347A OF THAT ACT NOT
EXCEEDING UP GBP 50,000; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005
; AND THE SEVERN TRENT WATER LIMITED MAY ENTER
INTO A CONTRACT OR UNDERTAKING UNDER THIS AUTHOR
ITY PRIOR TO ITS EXPIRY, WHICH CONTRACT OR UNDERTAKING
MAY BE PERFORMED WHOLLY OR PARTLY AFTER SUCH
EXPIRY AND MAY MAKE DONATIONS TO EU POLITICAL
ORGANIZATI ONS AND INCUR EU POLITICAL EXPENDITURE
IN PURSUANCE OF SUCH CONTRACT OR UNDERT AKING
18. AUTHORIZE THE COMPANY S SUBSIDIARY, BIFFA WASTE Management For
SERVICES LIMITED, FOR THE PURP OSES OF PART XA
OF THE COMPANIES ACT 1985 AS AMENDED , TO MAKE
DONATIONS TO E U POLITICAL ORGANIZATIONS AND
TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING
GBP 25,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 ; AND THE BIFFA
WASTE SERVICES LIMITED MAY ENTER INTO A CONTRACT
OR UNDER TAKING UNDER THIS AUTHORITY PRIOR TO
ITS EXPIRY, WHICH CONTRACT OR UNDERTAKING MAY
BE PERFORMED WHOLLY OR PARTLY AFTER SUCH EXPIRY
AND MAY MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND INCUR EU POLITICAL EXPENDITURE IN PURSUANCE
OF SUCH CONTRACT OR UNDERTAKING
19. AUTHORIZE THE COMPANY S SUBSIDIARY, BIFFA TREATMENT Management For
NV, FOR THE PURPOSES OF PA RT XA OF THE COMPANIES
ACT 1985 AS AMENDED , TO MAKE DONATIONS TO EU
POLITICA L ORGANIZATION AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 25,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2005 ; AND THE BIFFA TREATMENT NV MAY ENTER
INTO A CONTRACT OR UNDERTAKING UNDER THIS AUT
HORITY PRIOR TO ITS EXPIRY, WHICH CONTRACT OR
UNDERTAKING MAY BE PERFORMED WHO LLY OR PARTLY
AFTER SUCH EXPIRY AND MAY MAKE DONATIONS TO EU
POLITICAL ORGANIZ ATIONS AND INCUR EU POLITICAL
EXPENDITURE IN PURSUANCE OF SUCH CONTRACT OR
UND ERTAKING
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
ITO EN LTD AGM Meeting Date: 07/28/2004
Issuer: J25027103 ISIN: JP3143000002
SEDOL: 6455789
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 21.5, FINAL JY 28.5, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management Against
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
3.8 ELECT DIRECTOR Management For
3.9 ELECT DIRECTOR Management For
3.10 ELECT DIRECTOR Management For
3.11 ELECT DIRECTOR Management For
3.12 ELECT DIRECTOR Management For
3.13 ELECT DIRECTOR Management For
3.14 ELECT DIRECTOR Management For
3.15 ELECT DIRECTOR Management For
3.16 ELECT DIRECTOR Management For
3.17 ELECT DIRECTOR Management For
3.18 ELECT DIRECTOR Management For
3.19 ELECT DIRECTOR Management For
3.20 ELECT DIRECTOR Management For
3.21 ELECT DIRECTOR Management For
3.22 ELECT DIRECTOR Management For
3.23 ELECT DIRECTOR Management For
3.24 ELECT DIRECTOR Management For
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
5 APPROVE DEEP-DISCOUNT STOCK OPTION PLAN IN PLACE Management For
OF RETIREMENT BONUSES FOR DIRECTORS AND STATUTORY
AUDITORS
6 APPROVE DEEP-DISCOUNT STOCK OPTION PLAN AS PARTIAL Management Against
REPLACEMENT FOR CASH COMPENSATION FOR DIRECTORS
7 APPROVE RETIREMENT BONUS FOR DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KANEBO LTD EGM Meeting Date: 07/29/2004
Issuer: J29696127 ISIN: JP3217000003
SEDOL: 5714588, 6483241
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 AMEND ARTICLES TO AUTHORIZE ISSUANCE OF TWO CLASSES Management For
OF CONVERTIBLE PREFERRED SHARES AND ONE CLASS
OF CONVERTIBLE SUBORDINATED SHARES
2 APPROVE ISSUANCE OF SHARES FOR PRIVATE PLACEMENTS Management For
TO SUMITOMO MITSUI BANK AND THE INDUSTRIAL REVITALIZATION
CORPORATION OF JAPAN
3 APPOINT EXTERNAL AUDIT FIRM Management For
- ------------------------------------------------------------------------------------------------------------------------------------
KELDA GROUP PLC AGM Meeting Date: 07/29/2004
Issuer: ADPV01594 ISIN: GB0009877944
SEDOL: 0987794
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT AND THE COMPANY Management For
S ANNUAL ACCOUNTS FOR THE FYE 31 MAR 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For
4. RE-ELECT MR. K JACKSON AS A DIRECTOR OF THE COMPANY Management For
5. RE-ELECT MR. D.J. SALKELD AS A DIRECTOR OF THE Management For
COMPANY
6. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
7. AUTHORIZE THE DIRECTORS, IN PURSUANCE TO SECTION Management For
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) OF THE COMPANIES ACT
1985 UP TO AN AGGREGATE NOMINAL VALUE OF GBP
19,459,201; AUTHORITY EXPIRES ON 28 OCT 200
5 ; AND THE COMPANY MAY BEFORE SUCH EXPIRY MAKE
AN OFFER OR AGREEMENT WHICH WO ULD OR MIGHT REQUIRE
RELEVANT SECURITIES TO BE ALLOTTED AFTER SUCH
EXPIRY AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
IN PURSUANCE OF SUCH AN OFFER OR A GREEMENT AS
IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED;
THE AUTHORITY CONFE RRED BY ORDINARY RESOLUTION
PASSED ON 03 AUG 1999 IS HEREBY REVOKED BUT WITHOU
T PREJUDICE TO ANY ALLOTMENT, OFFER OR AGREEMENT
MADE OR ENTERED INTO PRIOR TO THE PASSING OF
THIS RESOLUTION
S.8 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY, PURSUANT TO SECTION 95
OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 9 4 OF THE COMPANIES ACT 1985 OF THE
COMPANY FOR CASH, PURSUANT TO THE AUTHORIT Y
CONFERRED BY RESOLUTION 7, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SEC TION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED: A) TO THE ALLOTMENT
OF EQUIT Y SECURITIES IN CONNECTION WITH AN OFFER
OF SECURITIES OPEN FOR ACCEPTANCE FOR A PERIOD
FIXED BY THE DIRECTORS TO HOLDERS OF ORDINARY
SHARES; B) UP TO AN AG GREGATE NOMINAL AMOUNT
OF GBP 2,921,802; AUTHORITY EXPIRES ON 28 OCT
2005 ; A ND THE COMPANY MAY BEFORE SUCH EXPIRY
MAKE AN OFFER OR AGREEMENT WHICH WOULD O R MIGHT
REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER
SUCH EXPIRY AND THE DIR ECTORS MAY ALLOT EQUITY
SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
AS IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED
S.9 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 37,566,039 ORDINARY SHARES OF 15 5/9P EACH
IN THE CAPITA L OF THE COMPANY, AT A MINIMUM
PRICE OF 15 5/9P AND UP TO 5% OF THE AVERAGE
MI DDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 28 OCT 2005 ; PRO
VIDED THAT NAY CONTRACT FOR THE PURCHASE OF ANY
SHARES AS AFORESAID WHICH WAS ENTERED INTO BEFORE
THE EXPIRY OF THE SAID AUTHORITY MAY BE EXECUTED
WHOLLY OR PARTLY AFTER THE SAID AUTHORITY EXPIRES;
ALL EXISTING AUTHORITIES FOR THE COM PANY TO
MAKE MARKET PURCHASES OF ORDINARY SHARES ARE
REVOKED, EXCEPT IN RELATI ON TO THE PURCHASE
OF SHARES UNDER ANY CONTRACT CONCLUDED PRIOR
TO THE PASSING OF THIS RESOLUTION AND WHICH HAS
NOT YET BEEN EXECUTED
- ------------------------------------------------------------------------------------------------------------------------------------
MACQUARIE BANK LTD AGM Meeting Date: 07/29/2004
Issuer: Q56993167 ISIN: AU000000MBL3
SEDOL: 6551353
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND RECEIVE THE FINANCIAL REPORT, THE Management Abstain
REPORT OF THE VOTING DIRECTORS A ND THE AUDITOR
S REPORT FOR THE YE 31 MAR 2004
2. RE-ELECT MR. DAVID S. CLARKE AS A VOTING DIRECTOR Management Against
OF THE COMPANY
3. RE-ELECT MR. MARK R.G. JHONSON AS A VOTING DIRECTOR Management For
OF THE COMPANY
4. RE-ELECT MR. JOHN G. ALLPASS AS A VOTING DIRECTOR Management For
OF THE COMPANY
5. ELECT MS. CATHERINE B. LIVINGSTONE AS A VOTING Management For
DIRECTOR OF THE COMPANY
6. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against
BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A
MAXIMUM OF 165,600 OPTIONS, BY MR. ALLAN E. MOSS,
MANAGING DIR ECTOR OR, IF MR. MOSS SO ELECTS,
A CONTROLLED COMPANY AS SPECIFIED OF HIS: AND
B) ACQUISITION ACCORDINGLY BY MR. MOSS OR HIS
CONTROLLED COMPANY OF OPTIONS U P TO THE STATED
MAXIMUM AND, IN CONSEQUENCE OF EXERCISE OF THOSE
OPTIONS, OF O RDINARY SHARES OF THE COMPANY,
ALL IN ACCORDANCE WITH THE SPECIFIED TERMS OF
T HE PLAN
7. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against
BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A
MAXIMUM OF 20,900 OPTIONS, BY MR. MARK R.G. JHONSON,
EXECUTIVE DIRECTOR OR, IF MR. JHONSON SO ELECTS,
A CONSOLIDATED COMPANY AS SPECIFIED OF HIS: AND
B) ACQUISITION ACCORDINGLY BY MR. JHONSON OR
HIS CONTROLLED COMPANY OF OPTIONS UP TO THE STATED
MAXIMUM AND, IN CONSEQUENCE OF EXERCISE OF THOSE
O PTIONS, OF ORDINARY SHARES OF THE COMPANY,
ALL IN ACCORDANCE WITH THE SPECIFIE D TERMS OF
THE PLAN
8. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against
BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A
MAXIMUM OF 8,400 OPTIONS, BY MR. LAURIE G. COX,
EXECUTIVE DIRE CTOR OR, IF MR. COX SO ELECTS,
A CONSOLIDATED COMPANY AS SPECIFIED OF HIS: AND
B) ACQUISITION ACCORDINGLY BY MR. COX OR HIS
CONTROLLED COMPANY OF OPTIONS UP TO THE STATED
MAXIMUM AND, IN CONSEQUENCE OF EXERCISE OF THOSE
OPTIONS, OF OR DINARY SHARES OF THE COMPANY,
ALL IN ACCORDANCE WITH THE SPECIFIED TERMS OF
TH E PLAN
9. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against
BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A
MAXIMUM OF 82,800 OPTIONS, BY MR. DAVID S. CLARKE,
EXECUTIVE C HAIRMAN OR, IF MR. CLARKE SO ELECTS,
A CONSOLIDATED COMPANY AS SPECIFIED OF HI S:
AND B) ACQUISITION ACCORDINGLY BY MR. CLARKE
OR HIS CONTROLLED COMPANY OF O PTIONS UP TO THE
STATED MAXIMUM AND, IN CONSEQUENCE OF EXERCISE
OF THOSE OPTIO NS, OF ORDINARY SHARES OF THE
COMPANY, ALL IN ACCORDANCE WITH THE SPECIFIED
TE RMS OF THE PLAN
S.10 AMEND THE ARTICLES RELATING TO CORPORATIONS ACT Management For
REFERENCES, THE CANCELLATION, POSTPONEMENT AND
CHANGE OF VENUE OF GENERAL MEETINGS, RETIREMENT
OF VOTING DIR ECTORS AND THE RIGHTS AND RESPONSIBILITIES
OF ALTERNATIVE VOTING DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
SABMILLER PLC, WOKING AGM Meeting Date: 07/29/2004
Issuer: G77395104 ISIN: GB0004835483
SEDOL: 0483548, 5837708, 6145240
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR Management For
THE YE 31 MAR 2004,TOGETHER WIT H THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For
IN THE ANNUAL REPORT FOR T HE YE 31 MAR 2004
3. RE-ELECT MR. J.M. KAHN AS A DIRECTOR OF THE COMPANY Management For
4. RE-ELECT MR. P.J. MANSER AS A DIRECTOR OF THE Management For
COMPANY
5. RE-ELECT MR. M.Q. MORLAND AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. M.I. WYMAN AS A DIRECTOR OF THE COMPANY Management For
7. DECLARE A FINAL DIVIDEND OF 22.5 US CENTS PER Management For
SHARE
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS TO UNTIL THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS TO ALLOT ORDINARY SHARES Management For
ON CONVERSION OF THE USD 600 MILLION GUARANTEED
CONVERTIBLE BONDS DUE 2006
11. AUTHORIZE THE DIRECTORS, UNDER SECTION 80 OF Management For
THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES
S.12 AUTHORIZE THE DIRECTORS TO ALLOT ORDINARY SHARES Management For
FOR CASH OTHERWISE THAN PRO R ATA TO ALL SHAREHOLDERS
S.13 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For
OF ORDINARY SHARES OF USD 0.1 0 EACH IN THE CAPITAL
OF THE COMPANY
14. AUTHORIZE THE USE OF TREASURY SHARES FOR EMPLOYEE Management For
SHARE SCHEMES
S.15 APPROVE THE CONTINGUENT PURCHASE CONTRACT Management For
S.16 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
IN RESPECT OF TREASURY SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE AIRLINES LTD AGM Meeting Date: 07/29/2004
Issuer: V80178110 ISIN: SG1H95001506
SEDOL: 5355288, 6811734
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED FINANCIAL STATEMENTS F OR THE YE 31 MAR
2004 AND THE AUDITORS REPORT THEREON
2. DECLARE A FINAL TAX EXEMPT DIVIDEND OF 25.0 CENTS Management For
PER SGD 0.50 ORDINARY SHARE FOR THE YE 31 MAR
2004
3. RE-APPOINT SIR BRIAN PITMAN AS A DIRECTOR, WHO Management For
WILL RETIRE UNDER S 153(6) OF T HE COMPANIES
ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY
4.a RE-ELECT MR. KOH BOON HWEE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH ARTICLE
83 OF THE COMPANY S ARTICLES OF ASSOCIATION
4.b RE-ELECT MR. DAVINDER SINGH AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDAN CE WITH ARTICLE
83 OF THE COMPANY S ARTICLES OF ASSOCIATION
5.a RE-ELECT MR. CHIA PEI-YUAN AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH ARTICLE
89 OF THE COMPANY S ARTICLES OF ASSOCIATION
5.b RE-ELECT MR. STEPHEN LEE CHING YEN AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN A CCORDANCE WITH ARTICLE
89 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS FEES OF SGD 629,000 FY Management For
2002/2003 : SGD 571,000
7. RE-APPOINT MESSRS ERNST & YOUNG AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORISE T HE DIRECTORS TO
FIX THEIR REMUNERATION
8.1 AUTHORIZE THE DIRECTORS TO ISSUE SHARES IN THE Management For
CAPITAL OF COMPANY BY WAY OF R IGHTS, BONUS
OR OTHERWISE , AND TO MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS INSTRUMENTS THAT REQUIRE SHARES TO
BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION
AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS,
DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO
SHARES, AND NOTWITHSTANDING THE AUTHORITY CONFERRED
BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE
ISSUE SHARES IN P URSUANCE OF ANY INSTRUMENT
MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUT
ION WAS IN FORCE, PROVIDED THAT: THE AGGREGATE
NUMBER OF SHARES ISSUED NOT EXC EEDING 50% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER
THAN ON A PRO-RATA BASIS TO THE EXISTING S HAREHOLDERS
OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE
OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BAS
ED ON THE COMPANY S ISSUED SHARE CAPITAL AT THE
DATE OF PASSING OF THIS RESOLU TION AFTER ADJUSTING
FOR NEW SHARES ARISING FROM THE CONVERSION OF
CONVERTIBLE SECURITIES OR EMPLOYEE SHARE OPTIONS
ON ISSUE AND ANY SUBSEQUENT CONSOLIDATIO N OR
SUBDIVISION OF SHARES; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION O F THE NEXT AGM OF
THE COMPANY OR THE DATE OF THE NEXT AGM OF THE
COMPANY AS RE QUIRED BY LAW
8.2 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT CHAPTER 50 AND SUBJECT
ALWAYS TO THE PROVISIONS OF ARTICLE 4A OF THE
ARTICLES OF ASSO CIATION OF THE COMPANY TO: A)
ALLOT AND ISSUE OF ASA SHARES ARTICLE 4A AT
AN ISSUE PRICE OF SGD 0.50 FOR EACH ASA SHARE
OR IN THE EVENT OF A LIQUIDATION O F THE COMPANY,
THE HIGHER OF SGD 0.50 OR THE LIQUIDATION VALUE
OF AN ASA SHARE AS CERTIFIED BY THE LIQUIDATOR
APPOINTED IN RELATION TO THE LIQUIDATION OF TH
E COMPANY FOR EACH ASA SHARE, PARTLY PAID AT
THE PRICE OF SGD 0.01 TO THE MINI STER FOR FINANCE
INCORPORATED AND ON SUCH TERMS AND SUBJECT
TO SUCH CONDITIO NS, AS THE DIRECTORS IN THEIR
ABSOLUTE DISCRETION DEEM FIT; B) MAKE DIVIDEND
P AYMENTS OUT OF THE COMPANY S DISTRIBUTABLE
PROFITS TO THE MINISTER FOR FINANCE INCORPORATED
AS HOLDER OF THE ASA SHARES IN ACCORDANCE WITH
THE PROVISIONS OF THE COMPANIES ACT AND THE ARTICLES;
AND C) COMPLETE AND DO ALL SUCH ACTS AN D THINGS
INCLUDING EXECUTING ALL SUCH DOCUMENTS AS REQUIRED
AS THEY CONSIDER EXPEDIENT OR NECESSARY OR IN
THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO
T HE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED
BY THIS RESOLUTION
8.3 AUTHORIZE THE DIRECTOR OF THE COMPANY APPROVE, Management For
FOR THE PURPOSES OF SECTIONS 76 C AND 76E OF
THE COMPANIES ACT (CHAPTER 50) COMPANIES ACT
, TO PURCHASE OR OT HERWISE ACQUIRE ISSUED ORDINARY
SHARES OF SGD 0.50 EACH FULLY PAID IN THE CAPI
TAL OF THE COMPANY {ORDINARY SHARES NOT EXCEEDING
IN AGGREGATE THE OF THE NUM BER OF ISSUED ORDINARY
SHARES REPRESENTING 10% OF THE ISSUED ORDINARY
SHARE CA PITAL OF THE COMPANY AS AT THE DATE
OF THE PASSING OF THIS RESOLUTION; AND AT SUCH
PRICE OR PRICES AS MAY BE DETERMINED BY THE DIRECTORS
FROM TIME TO TIME U P TO THE MAXIMUM PRICE WHICH
IN RELATION TO AN ORDINARY SHARE TO BE PURCHASED
OR ACQUIRED, MEANS THE PURCHASE PRICE EXCLUDING
BROKERAGE, COMMISSION, APPLIC ABLE GOODS AND
SERVICES TAX AND OTHER RELATED EXPENSES WHICH
SHALL NOT EXCEED , WHETHER PURSUANT TO A MARKET
PURCHASE OR AN OFF-MARKET PURCHASE, 105% OF THE
AVERAGE OF THE LAST DEALT PRICES OF AN ORDINARY
SHARE FOR THE 5 CONSECUTIVE T RADING DAYS ON
WHICH THE ORDINARY SHARES ARE TRANSACTED ON THE
SGX-ST IMMEDIAT ELY PRECEDING THE DATE OF MARKET
PURCHASE BY THE COMPANY OR, AS THE CASE MAY B
E, THE DATE ON WHICH THE COMPANY ANNOUNCES ITS
INTENTION TO MAKE AN OFFER FOR THE PURCHASE OR
ACQUISITION OF ORDINARY SHARES FROM HOLDERS OF
ORDINARY SHARES , STATING THEREIN THE PURCHASE
PRICE WHICH SHALL NOT BE MORE THAN THE MAXIMUM
PRICE CALCULATED ON THE FOREGOING BASIS FOR
EACH ORDINARY SHARE AND THE RELE VANT TERMS OF
THE EQUAL ACCESS SCHEME FOR EFFECTING OFF-MARKET
PURCHASE, PURSU ANT TO THE OFF- MARKET PURCHASE,
AND DEEMED TO BE ADJUSTED IN ACCORDANCE WITH
THE LISTING RULES OF THE SGX-ST FOR ANY CORPORATE
ACTION WHICH OCCURS AFTER TH E RELEVANT 5 DAY
PERIOD, OF THE ORDINARY SHARES, WHETHER BY WAY
OF: I) MARKET PURCHASE(S) ON THE SGX-ST; AND/OR
II) OFF-MARKET PURCHASE(S) IF EFFECTED OTHE
RWISE THAN ON THE SGX-ST IN ACCORDANCE WITH
ANY EQUAL ACCESS SCHEME(S) AS DET ERMINED OR
FORMULATED BY THE DIRECTORS, WHICH SCHEME(S)
SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY
THE COMPANIES ACT; AND OTHERWISE IN ACCORDANCE
WITH A LL OTHER LAWS AND REGULATIONS AND RULES
OF THE SGX-ST FOR THE TIME BEING BE AP PLICABLE
SHARES BUY BACK MANDATE ; AUTHORITY EXPIRES
THE EARLIER OF THE DATE OF THE NEXT AGM OF THE
COMPANY OR THE NEXT AGM OF THE COMPANY AS REQUIRED
BY LAW TO BE HELD ; AND AUTHORIZE THE DIRECTOR
AND/OR ANY OF THEM TO COMPLETE AND DO ALL SUCH
ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS
AS REQUIRED AS THEY AND/OR HE CONSIDER EXPEDIENT
OR NECESSARY TO GIVE EFFECT TO THE TRANSA CTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION
8.4 AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
SPECIFIED IN SIA EMPLOYEE SHARE OPTION PLAN
, IN ACCORDANCE WITH THE RULES OF THE SIA EMPLOYEE
SHARE OPT ION PLAN PLAN AND TO ALLOT AND ISSUE
FROM TIME TO TIME SUCH NUMBER OF ORDINA RY SHARES
AS REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE
OF OPTIONS UNDER T HE PLAN PROVIDED ALWAYS THAT
THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE
ISS UED PURSUANT TO THE PLAN NOT EXCEED 13% OF
THE ISSUED SHARE CAPITAL OF THE COM PANY FROM
TIME TO TIME
8.5 APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For
LISTING MANUAL CHAPTER 9 OF TH E SGX-ST, FOR
THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED
COMPANIES THAT ARE ENTITIES AT RISK AS THAT
TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO
ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN
THE TYPES OF INTERESTED PERSON TR ANSACTIONS
PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON NORMAL
COMMERCIAL TERMS AND IN ACCORDANCE WITH THE REVIEW
PROCEDURES FOR SUCH INTERESTED PERSON TRANS ACTIONS;
APPROVAL CONTINUE IN FORCE UNTIL THE CONCLUSION
OF THE NEXT AGM OF T HE COMPANY; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO COMPLETE AND
DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRE D AS THEY
CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS
OF THE COMPANY TO GIVE EFFECT TO THE IPT MANDATE
AND/OR THIS RESOLUTION
9. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------------------------------------------------------
SUEDZUCKER AG MANNHEIM/OCHSENFURT AGM Meeting Date: 07/29/2004
Issuer: D82781101 ISIN: DE0007297004 BLOCKING
SEDOL: 4857945, 5784462
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE FY 2003/2004 WI TH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF DISTRIBUTABLE PROFIT Management
OF EUR 87,398,804.68 AS FOLL OWS: PAYMENT OF
A DIVIDEND OF EUR 0.50 PER NO-PAR SHARE, EUR
4,831.68 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE DATE: 30 JUL 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT THE SUPERVISORY BOARD Management
6. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management
THE AUDITORS FOR THE FY 2004/20 05
- ------------------------------------------------------------------------------------------------------------------------------------
TATE & LYLE PLC AGM Meeting Date: 07/29/2004
Issuer: G86838128 ISIN: GB0008754136
SEDOL: 0875413, 5474859
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 MAR 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT AND Management For
THE ACCOUNTS FOR THE YE 31 MAR 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
OF THE COMPANY
4. RE-ELECT MR. RICHARD DELBRIDGE AS A DIRECTOR, Management For
WHO RETIRES UNDER ARTICLE 84
5. RE-ELECT MR. LARRY PILLARD AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 84
6. RE-ELECT MR. DAVID FISH AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 90
7. RE-ELECT MR. EVERT HENKES AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 90
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
9. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For
OF THE AUDITORS
S.10 APPROVE TO RENEW THE COMPANY S AUTHORITY TO PURCHASE Management For
ITS OWN SHARES
11. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
ALLOT SHARES
S.12 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
DISAPPLY SHAREHOLDERS PRE-EMPTIO N RIGHTS IN
RELATION TO THE ALLOTMENT OF SHARES
S.13 AMEND THE COMPANY S ARTICLES OF ASSOCIATION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
UNITED UTILITIES AGM Meeting Date: 07/30/2004
Issuer: ADPV03868 ISIN: GB0033388496
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE DIRECTORS AND AUDITOR Management For
S REPORTS FOR THE YE 31 MA R 2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-APPOINT MR. CHARLIE CORNIAH AS A DIRECTOR Management For
4. RE-APPOINT SIR RICHARD EVANS AS A DIRECTOR Management For
5. RE-APPOINT SIR PETER MIDDLETON AS A DIRECTOR Management For
6. RE-APPOINT MR. SIMON BALEY AS A DIRECTOR Management For
7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITOR Management For
OF THE COMPANY, UNTIL THE CONC LUSION OF NEXT
AGM AT WHICH THE ACCOUNTS ARE LAID
9. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND IN ACC ORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIE S SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 185,737,898;
AUTHO RITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR 29 OCT 2005 ; AN D THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORI TY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION
95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SEC TION 94(2) AND 94(3A) , PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT TH IS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WI TH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOM INAL AMOUNT OF GBP 27,660,684; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSIO N OF THE
NEXT AGM OR 29 OCT 2005 ; AND THE DIRECTORS MAY
ALLOT EQUITY 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 COMPANY, IN ACCORDANCE WITH CHAPTER Management For
VII OF THE COMPANIES ACT 198 5, OR OTHERWISE
AS PERMITTED BY LAW AND BY THE COMPANY S ARTICLES
OF ASSOCIATI ON, TO MAKE MARKET PURCHASES SECTION
163(3) OF ITS OWN ORDINARY SHARES OF UP TO 55,721,369
OF GBP 1 EACH ON SUCH TERMS AND IN SUCH MANNER
AS THE DIRECTORS OF THE COMPANY MY DETERMINE
FROM TIME TO TIME , AT PRICE OF UP TO 5% ABOVE
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN
ORDINARY SHARE 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 OR 29 OCT 2005
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SH ARES 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. AMEND THE RULES OF THE UNITED UTILITIES PLC PERFORMANCE Management For
PLAN, SUCH AMENDMENTS TO BE EFFECTIVE FROM THE
DATE UPON WHICH THE TRUSTEE OF THE UNITED UTILITIES
E MPLOYEE SHARE TRUSTS ESTABLISHED BY THE TRUST
DEED DATED 21 AUG 1996, ADOPTS S UCH AMENDMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
UNITED UTILITIES PLC AGM Meeting Date: 07/30/2004
Issuer: G92806101 ISIN: GB0006462336
SEDOL: 0646233, 5630015
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE DIRECTORS AND THE Management For
AUDITOR S REPORTS FOR THE YE 3 1 MAR 2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-APPOINT MR. CHARLIE CORNISH AS A DIRECTOR Management For
4. RE-APPOINT SIR. RICHARD EVANS AS A DIRECTOR Management For
5. RE-APPOINT SIR. PETER MIDDLETON AS A DIRECTOR Management For
6. RE-APPOINT MR. SIMON BATEY AS A DIRECTOR Management For
7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
8. RE-APPOINT DEIOLTTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO FIX THE AUDITOR S REMUNERATION Management For
10. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For
80 OF THE COMPANIES ACT 19 85 THE ACT , TO ALLOT
RELEVANT SECURITIES SECTION 80(2) OF THE ACT
OF THE C OMPANY UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 185,737,898; AUTHORITY EXPIRE S EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 29 OCT 2005 ; AN D THE COMPANY MAY BEFORE
SUCH EXPIRY MAKE AN OFFER OR AGREEMENT WHICH
WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO
BE ALLOTTED AFTER SUCH EXPIRY AND THE DI RECTORS
MAY ALLOT RELEVANT SECURITIES IN PURSUANCE OF
SUCH AN OFFER OR AGREEME NT AS IF THE AUTHORITY
CONFERRED HERBY HAD NOT EXPIRED; THIS AUTHORITY
IS IN S UBSTITUTION FOR ALL AUTHORITIES SUBSISTING
AT THE TIME THIS RESOLUTION IS PASS ED WITH THE
EXCEPTION OF THE AUTHORITY GRANTED AT THE EGM
HELD ON 26 AUG 2003 IN CONNECTION WITH THE FURTHER
ISSUE OF A SHARES OF 50 PENCE EACH IN THE CAPIT
AL OF THE COMPANY PURSUANT TO THE TERMS OF THE
RIGHTS ISSUE AS SPECIFIED
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95(1) OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94(2) AND 94(3A) OF THE ACT OF THE
COMPANY, PURSUANT TO ANY GENERAL AUTHORITY CONFERRED
BY SECTION 80 OF THE ACT, DISAPPLYING THE STAT
UTORY PRE-EMPTIVE RIGHTS SECTION 89 OF THE ACT
, PROVIDED THAT THIS POWER IS LIMITED TO: A)
THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION
WITH A RIGHTS ISSUE OR OTHER ISSUE IN FAVOUR
OF THE HOLDERS OF ORDINARY SHARES; B) UP TO A
A GGREGATE NOMINAL AMOUNT NOT EXCEEDING GBP 27,860,684;
AUTHORITY EXPIRES EARLI ER AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 29 OCT 2005
; AND THE D IRECTOR MAY MAKE AT ANY TIME PRIOR
TO SUCH EXPIRY ANY OFFER OR AGREEMENT WHICH WOULD
OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED
THEREAFTER AND THE DI RECTORS MAY ALLOT EQUITY
SECURITIES IN PURSUANCE OF ANY SUCH OFFER OR
AGREEMEN T AS IF THE AUTHORITY CONFERRED HAD
NOT EXPIRED; THESE AUTHORITIES ARE IN SUBS TITUTION
FOR ALL AUTHORITIES SUBSISTING AT THE TIME THIS
RESOLUTION IS PASSED WITH THE EXCEPTION OF THE
AUTHORITY GRANTED AT THE EGM HELD ON 26 AUG 2003
IN CONNECTION WITH THE FURTHER ISSUE OF A SHARES
OF 50 PENCE EACH IN THE CAPITAL OF THE COMPANY
PURSUANT TO THE TERMS OF THE RIGHTS ISSUE AS SPECIFIED
S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH CHAPTER Management For
VII OF THE ACT, OR OTHERWISE AS PERMITTED BY
LAW AND BY THE COMPANY S ARTICLES OF ASSOCIATION,
TO MAKE MAR KET PURCHASES SECTION 163(3) OF
THE ACT , OF A MAXIMUM OF 55,721,369 ORDINARY
SHARES OF GBP 1 EACH; THE MINIMUM PRICE IS GBP
1 AND THE MAXIMUM PRICE IS NOT MORE THAN 5% ABOVE
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR
AN ORDINAR Y SHARE DERIVED FROM THE DAILY OFFICIAL
LIST OF THE LONDON STOCK EXCHANGE FOR THE 5 BUSINESS
DAYS; AUTHORITY EXPIRES EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 29 OCT 2005
; AND THE COMPANY MAY ENTER INTO ANY CONTRA CT
FOR THE PURCHASE OF ORDINARY SHARES WHICH MIGHT
BE EXECUTED AND COMPLETED W HOLLY OR PARTLY AFTER
ITS EXPIRY
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
AS SPECIFIED
14. AMEND THE UNITED UTILITIES PLC PERFORMANCE SHARE Management For
PLAN AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
ST ASSEMBLY TEST SERVICES LTD EGM Meeting Date: 08/04/2004
Issuer: Y8161G105 ISIN: SG1I04877995
SEDOL: 6207463
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For
TO THE PASSING OF RESOLUTION 2 THROUGH 8 AND
12, TO ALLOT AND ISSUE, FREE FROM ALL LIEUS,
CHARGES AND OTHER CIRCUMSTANCES AND RUNNING EQUALLY
WITHOUT PREFERENCE IN ALL RESPECTS WITH THE EXISTING
ORDINARY SHARES OF PAR VALUE SGD 0.25 EACH IN
THE CAPITAL OF THE COMP ANY AS AT THE DATE OF
THEIR ISSUE AND ON SUCH OTHER TERMS AS MAY BE
DETERMINED BY THE DIRECTORS OF THE COMPANY IN
THEIR ABSOLUTE DISCRETION, NEW ORDINARY SH ARES
OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF
THE COMPANY UNDERLYING THE A MERICAN DEPOSITORY
SHARES THE STATS ADSS OF THE COMPANY THAT WILL
BE ISSUED TO THE SHAREHOLDERS OF THE CLASS A
COMMON STOCK OF SGD 0.01 PER SHARE OF CHIPP AC
THE CHIPPAC SHARES PURSUANT TO THE PROPOSED
MERGER THE MERGER WITH CHIP PAC INC. CHIPPAC
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN THE AGREEMENT AND PLAN OF MERGER AND
REORGANIZATION; AND AMONG THE COMPANY AND CA
MELOT MERGER INC CAMELOT MERGER A WHOLLY OWNED
US SUBSIDIARY OF THE COMPANY AND CHIPPAC PURSUANT
TO WHICH THE CAMELOT MERGER WILL BE MERGED WITH
AN IN TO CHIPPAC AND EACH OUTSTANDING CHIPPAC
SHARE WILL BE CONVERTED IN TO THE RIGHT T O RECEIVE
0.87 STATS ADSS; AND TO COMPLETE AND DO ALL SUCH
ACTS AND THINGS TO IMPROVE, MODIFY AND EXECUTE
ALL SUCH DOCUMENTS AND TO APPROVE ANY AMENDMENT,
A LTERATION OR MODIFICATION TO ANY DOCUMENT AS
THEY MAY CONSIDER NECESSARY, DESI RABLE OR EXPEDIENT
OR IN THE INTEREST OF THE COMPANY TO GIVE EFFECT
TO THIS RE SOLUTION AND/OR THE MERGER
2. APPROVE AND ADOPT THE NEW STATS CHIPPAC SUBSTITUTE Management For
OPTION PLAN, SUBJECT TO THE AND CONTINGENT UPON
THE PASSING OF RESOLUTION 1 AND 3 THROUGH 8 AND
12: A) AP PROVE THE STATS CHIPPAC LTD., SUBSTITUTE
SHARE PURCHASE AND OPTION PLAN AND TH E STATS
CHIPPAC LTD., SUBSTITUTE EQUITY INCENTIVE PLAN
WHICH WILL TAKE EFFECT FROM THE TIME THE MERGER
BECOMES EFFECTIVE IN ACCORDANCE WITH THE TERMS
AND CO NDITIONS OF THE MERGER AGREEMENT; AND
B) AUTHORIZE THE DIRECTORS OF THE COMPAN Y: I)
TO ESTABLISH AND ADMINISTER THE STATS CHIPPAC
SUBSTITUTE OPTION PLANS IN ACCORDANCE WITH THE
PROVISIONS OF THE SUCH STATS CHIPPAC SUBSTITUTE
OPTION PL ANS; II) TO MODIFY AND/OR AMEND THE
STATS CHIPPAC SUBSTITUTE OPTION PLANS, PRO VIDED
SUCH MODIFICATION AND/OR AMENDMENT IS EFFECTED
IN ACCORDANCE WITH THE PR OVISIONS OF THE STATS
CHIPPAC SUBSTITUTE OPTION PLAN; AND III) TO DO
ALL SUCH ACTS AND TO ENTER IN ALL TRANSACTIONS,
ARRANGEMENTS AND AGREEMENTS AS MAY BE N ECESSARY
OR EXPEDIENT IN ORDER TO GIVE FULL EFFECT TO
THE STATS CHIPPAC SUBSTI TUTE OPTION PLAN
3. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For
TO AND CONTINGENT UPON THE PAS SING OF RESOLUTIONS
1, 2 AND 4 THROUGH 8 AND 12; A) TO OFFER AND
GRANT IN CONN ECTION WITH THE MERGER AND IN ACCORDANCE
WITH THE TERMS OF THE MERGER AGREEMEN T SUBSTITUTE
OPTIONS GRANTED PURSUANT TO THE STATS CHIPPAC
LTD., SUBSTITUTE SH ARE PURCHASE AND OPTION PLAN
1999 SUBSTITUTE OPTIONS , TO HOLDERS OF THE
OPTI ONS THAT ARE OUTSTANDING AND UNEXERCISED
IMMEDIATELY PRIOR TO THE EFFECTIVE TI ME AND
THAT WERE GRANTED PURSUANT TO THE STATS CHIPPAC
INC., 1999 STOCK PURCHA SE AND OPTION PLAN; B)
TO OFFER AND GRANT IN CONNECTION WITH THE MERGER
AND IN ACCORDANCE WITH THE TERMS OF THE MERGER
AGREEMENT SUBSTITUTE OPTIONS GRANTED PURSUANT
TO THE STATS CHIPPAC LTD., SUBSTITUTE EQUITY
INCENTIVE PLAN 2000 SUB STITUTE OPTIONS TOGETHER
WITH THE 1999 SUBSTITUTE OPTIONS , TO HOLDERS
OF THE OPTIONS THAT ARE OUTSTANDING AND UNEXERCISED
IMMEDIATELY PRIOR TO THE EFFECTIV E TIME AND
THAT WERE GRANTED PURSUANT TO THE STATS CHIPPAC
INC., 2000 EQUITY I NCENTIVE PLAN; C) TO ALLOT
AND ISSUE SUCH NUMBER OF NEW ORDINARY SHARES
OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF
THE STATS AS MAY BE REQUIRED TO BE ISSU ED PURSUANT
TO THE EXERCISE OF THE STATS SUBSTITUTE OPTIONS;
AND D) TO COMPLET E AND DO ALL SUCH ACTS AND
THINGS AND TO APPROVE, MODIFY AND EXECUTE ALL
SUCH DOCUMENTS AND TO APPROVE ANY AMENDMENT,
ALTERATION OR MODIFICATION TO ANY DOCU MENT AS
THEY MAY DEEM NECESSARY, DESIRABLE OR EXPEDIENT
OR IN THE INTERESTS OF THE STATS TO GIVE EFFECT
TO THIS RESOLUTION
4. AUTHORIZE THE DIRECTORS OF THE COMPANY, UPON Management For
THE PASSING OF RESOLUTIONS 1 THRO UGH 3 AND 5
THROUGH 8 AND 12: A) TO ENTER IN TO ANY SUPPLEMENTAL
INDENTURE OR OTHER AGREEMENT IN CONNECTION WITH
THE ASSUMPTION BY THE STATS OF CERTAIN OBLI GATIONS
OF CHIPPAC PURSUANT TO THE USD 150 MILLION 2.5%
CONVERTIBLE SUBORDINAT E NOTES DUE 01 JUN 2008
CHIPPAC 2.5% CONVERTIBLE SUBORDINATED NOTES
AND THE USD 50 MILLION 8% CONVERTIBLE SUBORDINATE
NOTES DUE 15 JUN 2011 CHIPPAC 8% CO NVERTIBLE
SUBORDINATED NOTES AND TOGETHER WITH THE CHIPPAC
2.5% CONVERTIBLE SU BORDINATED NOTES, THE CHIPPAC
CONVERTIBLE SUBORDINATED NOTES AS REQUIRED BY
T HE RESPECTIVE INDENTURE GOVERNING SUCH CHIPPAC
CONVERTIBLE SUBORDINATES NOTES; B) TO ALLOT AND
ISSUE, SUCH NUMBER OF NEW ORDINARY SHARES OF
PAR VALUE SGD 0. 25 EACH IN THE CAPITAL OF THE
STATS UNDERLYING THE STATS ADSS AS MAY BE REQUIR
ED TO BE ISSUED PURSUANT TO THE CONVERSION OF
THE CHIPPAC CONVERTIBLE SUBORDIN ATE NOTES IN
TO THE STATS ADSS FOLLOWING THE MERGER; AND C)
TO COMPLETE AND DO ALL SUCH ACTS AND THINGS AND
TO APPROVE, MODIFY AND EXECUTE ALL SUCH DOCUMENT
S AND TO APPROVE ANY AMENDMENT, ALTERATION OR
MODIFICATION TO ANY DOCUMENT AS THEY MAY CONSIDER
NECESSARY, DESIRABLE OR EXPEDIENT OR IN THE INTERESTS
OF THE COMPANY TO EFFECT TO THIS RESOLUTION
5. APPOINT DR. ROBERT W.. CONN AS A DIRECTOR Management For
6. APPOINT MR. DENNIS P. MCKENIA AS A DIRECTOR OF Management For
STATS
7. APPOINT MR. R. DOUGLAS NORBY AS A DIRECTOR OF Management For
STATS
8. APPOINT DR. CHONG SUP PARK AS A DIRECTOR OF STATS Management For
9. AMEND THE STATS SHARE OPTION PLAN 1999 THE STATS Management Against
1999 OPTION PLAN , SUBJECT T O AND CONTINGENT
UPON THE MERGER, PURSUANT TO SECTION 10(B) OF
THE STATS 1999 OPTION PLAN, BY INCREASING THE
MAXIMUM NUMBER OF ORDINARY SHARES OF PAR VALUE
SGD 0.25 EACH IN THE CAPITAL OF THE STATS THAT
MAY BE ISSUED UNDER THE STATS 1 999 OPTION PLAN
FROM 190 MILLION ORDINARY SHARES OF PAR VALUE
SGD 0.25 EACH TO 245 MILLION ORDINARY SHARES
OF PAR VALUE SGD 0.25 EACH; AUTHORIZE THE DIRECTO
RS OF THE COMPANY, IN ACCORDANCE WITH THE PROVISIONS
OF THE STATS 1999 OPTION PLAN, TO OFFER AND GRANT
OPTIONS AND TO ALLOT AND ISSUE SUCH NUMBER OF
NEW ORD INARY SHARES OF PAR VALUE SGD 0.25 EACH
IN THE CAPITAL OF THE STATS AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE EXERCISE OF ANY
OPTIONS OFFERED OR GRANT ED UNDER THE STATS 1999
OPTION PLAN; AND AUTHORIZE THE DIRECTORS OF THE
STATS TO COMPLETE AND DO ALL SUCH ACTS AND THINGS
AND TO APPROVE, MODIFY AND EXECUTE ALL SUCH DOCUMENTS
AND TO APPROVE ANY AMENDMENT, ALTERATION OR MODIFICATION
T O ANY DOCUMENT AS THEY MAY CONSIDER NECESSARY,
DESIRABLE OR EXPEDIENT OR IN TH E INTERESTS OF
THE COMPANY TO EFFECT TO THIS RESOLUTION
10. ADOPT THE NEW STATS EMPLOYEES SHARE PURCHASE Management For
PLAN 2004, SUBJECT TO THE CONTING ENT UPON THE
CONSUMPTION OF THE MERGER: A) THE STATS EMPLOYEE
SHARE PURCHASE P LAN 2004 IS APPROVED; AND B)
AUTHORIZE THE DIRECTORS TO: I) ESTABLISH THE
STAT S CHIPPAC ESPP; II) ESTABLISH A COMMITTEE
OF DIRECTORS OF STATS TO ADMINISTER THE STATS
CHIPPAC ESPP IN ACCORDANCE WITH THE PROVISIONS
OF THE STATS CHIPPAC ESPP; III) OFFER AND GRANT
IN ACCORDANCE WITH THE PROVISIONS OF THE STATS
CHIP PAC ESPP RIGHTS TO PURCHASE NEW ORDINARY
SHARES OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL
OF STATS; IV) ALLOT AND ISSUE SUCH NUMBER OF
NEW ORDINARY SHARES O F PAR VALUE SGD 0.25 EACH
IN THE CAPITAL OF STATS AS THEY BE REQUIRED TO
BE IS SUED PURSUANT TO THE EXERCISE OF ANY RIGHTS
TO PURCHASE UNDER THE STATS CHIPPA C ESPP; AND
V) AMEND THE STATS CHIPPAC ESPP PROVIDED THAT
SUCH MODIFICATIONS A ND/OR AMENDMENT IS EFFECTED
IN ACCORDANCE WITH THE PROVISIONS OF THE STATS
CHI PPAC ESPP AND TO DO ALL SUCH ACTS AND TO
ENTER IN TO ALL SUCH TRANSACTIONS, AR RANGEMENTS
AND AGREEMENTS AS MAY BE NECESSARY OR EXPEDIENT
IN ORDER TO GIVE FU LL EFFECT TO THE STATS CHIPPAC
ESPP
11. APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY UNTIL THE CONCLU SION OF THE NEXT
AGM OF THE COMPANY AND THE DIRECTORS ARE AUTHORIZED
TO FIX TH E REMUNERATION OF THE AUDITORS UPON
THE RECOMMENDATION OF THE COMPANY S AUDIT COMMITTEE
S.12 APPROVE THE CHANGE OF THE COMPANY NAME TO STATS Management For
CHIPPAC LTD., AND THAT NAME IS SUBMITTED WHEREVER
THE LATTER NAME APPEARS IN THE MEMORANDUM AND
ARTICLES OF ASSOCIATION OF THE COMPANY WITH EFFECT
FROM THE EFFECTIVE TIME
- ------------------------------------------------------------------------------------------------------------------------------------
FISHER & PAYKEL HEALTHCARE CORPORATION LTD AGM Meeting Date: 08/12/2004
Issuer: Q38992105 ISIN: NZFAPE0001S2
SEDOL: 6340250, 6423968
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS AND STATUTORY Management For
REPORTS
2.a ELECT MR. ADRIENNE CLARKE AS THE DIRECTOR Management For
2.b ELECT MR. NIGEL EVANS AS THE DIRECTOR Management For
3. APPROVE PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
AND AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
4. APPROVE THE REMUNERATION OF THE DIRECTORS IN Management For
THE AMOUNT OF NZD600,000
5. ADOPT THE NEW CONSTITUTION Management For
6. APPROVE THE GRANT OF UP TO 55,000 OPTIONS TO Management Against
MR. MICHAEL DANIELL, MANAGING DIR ECTORS AND
CHIEF EXECUTIVE OFFICER OF THE COMPANY UNDER
THE FISHER & PAYKEL HE ALTHCARE 2003 SHARE OPTION
PLAN
7. APPROVE THE CANCELLATION OF VESTED OPTIONS ISSUED Management For
UNDER DIFFERENT FISHER & PAY KEL OPTION PLANS
IN CONSIDERATION FOR THE ISSUE OF SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
FISHER & PAYKEL APPLIANCES HOLDINGS LTD AGM Meeting Date: 08/16/2004
Issuer: Q3898H103 ISIN: NZFPAE0001S2
SEDOL: 6421791, 6423957
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE AUDITORS REPORT FOR THE YE 31 MAR 2004
AS IN THE COMPANY S ANNUAL REPORT
1. RE-ELECT MR. RALPH WATERS AS A DIRECTOR IN ACCORDANCE Management For
WITH THE COMPANY S CONST ITUTION
2. RE-ELECT MR. NORMAN GEARY AS A DIRECTOR IN ACCORDANCE Management For
WITH THE COMPANY S CONST ITUTION
3. RE-ELECT MR. JOHN GILKS AS A DIRECTOR IN ACCORDANCE Management For
WITH THE COMPANY S CONSTIT UTION
4. AUTHORIZE THE DIRECTORS TO FIX THE FEES AND THE Management For
EXPENSES OF THE PRICEWATERHOUS ECOOPERS AS THE
COMPANY S AUDITORS
S.5 APPROVE TO REVOKE THE EXISTING CONSTITUTION OF Management For
THE COMPANY AND ADOPT THE NEW C ONSTITUTION
6. APPROVE THAT, THE MAXIMUM MONETARY SUM PER ANNUM Management For
PAYABLE BY THE COMPANY BY WAY OF THE DIRECTORS
FEES TO ALL THE DIRECTORS OF THE COMPANY OTHER
THAN THE MAN AGING DIRECTOR AND THE CHIEF EXECUTIVE
OFFICER TAKEN TOGETHER BE INCREASED BY NZD 450,000
PER ANNUM, BEING AN INCREASE FROM NZD 450,000
PER ANNUM TO NZD 90 0,000 PER ANNUM AND SUCH
SUM TO BE DIVIDED AMONGST THE DIRECTORS, AS THE
DIREC TORS FROM TIME TO TIME DEEM APPROPRIATE
7. APPROVE TO ISSUE OF UP TO 300,000 OPTIONS UNDER Management Against
THE FISHER & PAYKEL APPLIANCES SHARE OPTION PLAN
TO MR. JOHN BONGARD, THE MANAGING DIRECTOR AND
THE CHIEF EX ECUTIVE OFFICER OF THE COMPANY
8. APPROVE THE OFFER TO OPTIONHOLDERS TO CANCEL Management For
VESTED OPTIONS ISSUED UNDER THE F ISHER & PAYKEL
APPLIANCES SHARE OPTION PLAN AND THE FISHER &
PAYKEL APPLIANCES NORTH AMERICAN SHARE OPTION
PLAN WHETHER ISSUED BEFORE OR ALTER THE DATE
O F THIS RESOLUTION IN CONSIDERATION FOR THE
ISSUE OF SHARES IN THE COMPANY IN ACCORDANCE
WITH THE CANCELLATION OFFER, INCLUDING IN RELATION
TO OPTIONS ISSUE D TO MR. JOHN BONGARD THE MANAGING
DIRECTOR AND THE CHIEF EXECUTIVE OFFICER OF THE
COMPANY
* PLEASE NOTE THAT THIS IS AN AMENDMENT DUE TO Non-Voting Non-Vote Proposal
THE REVISION OF THE CUTOFF DATE. IF YOU HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLE SS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
ABN AMRO HOLDING NV EGM Meeting Date: 08/25/2004
Issuer: N0030P459 ISIN: NL0000301109 BLOCKING
SEDOL: 0276920, 5250769, 5250770, 5250781, 5250792, 5254589, 6004114
- ------------------------------------------------------------------------------------------------------------------------------------
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 18 AUG 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. APPROVE THE COMPLIANCE WITH DUTCH CORPORATE GOVERNANCE Management
CODE: ISSUE OF FINANCIN G PREFERENCE SHARES;
CONDITIONAL CANCELLATION OF THE FINANCING PREFERENCE
SHAR ES; AND THE AMENDMENT OF THE ARTICLES OF
ASSOCIATION
2. AMEND THE AUTHORIZATION GRANTED TO THE BOARD Management
OF MANAGEMENT: A) TO ISSUE ORDINA RY SHARES AND
CONVERTIBLE PREFERENCE SHARES OR TO GRANT RIGHTS
TO TAKE UP SUCH CLASSES OF SHARES; AND B) TO
LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHTS
3. APPROVE THE CANCELLATION OF THE LISTING OF THE Management
ABN AMRO HOLDING N.V. SECURITIE S FROM THE SINGAPORE
EXCHANGE
- ------------------------------------------------------------------------------------------------------------------------------------
ORACLE CORP JAPAN, TOKYO AGM Meeting Date: 08/25/2004
Issuer: J6165M109 ISIN: JP3689500001
SEDOL: 5813612, 6141680
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 35, FINAL JY 90, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE APPOINTMENT OF ALTERNATE Management Against
STATUTORY AUDITORS - AUTHORIZE SHARE REPURCHASES
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
3.8 ELECT DIRECTOR Management For
4 APPOINT INTERNAL STATUTORY AUDITOR Management For
5.1 APPOINT ALTERNATE STATUTORY AUDITOR Management For
5.2 APPOINT ALTERNATE STATUTORY AUDITOR Management For
6. APPROVE EXECUTIVE STOCK OPTION PLAN Management For
- ------------------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV EGM Meeting Date: 08/26/2004
Issuer: N07059160 ISIN: NL0000334365 BLOCKING
SEDOL: 5949368, 5949670
- ------------------------------------------------------------------------------------------------------------------------------------
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 AUG 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING OF THE MEETING Non-Voting
2.a APPROVE THE RESIGNATION OF A MEMBER OF THE BOARD Management
OF MANAGEMENT
2.b APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management
3. TRANSACT ANY OTHER BUSINESS Other
4. CLOSING OF THE MEETING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV EGM Meeting Date: 08/26/2004
Issuer: N07059160 ISIN: NL0000334365 BLOCKING
SEDOL: 5949368, 5949670
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 164873 DUE TO A CHANGE IN T HE AGENDA. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED. PL EASE BE ADVISED THAT VOTING IS
NOT POSSIBLE ON THE ABOVE AGENDA, ATTENDING THE
MEETING IS POSSIBLE FOR ASKING QUESTIONS DURING
ANY OTHER BUSINESS. THANK YO U.
1. OPENING OF THE MEETING Non-Voting
2.a APPROVE THE RESIGNATION OF A MEMBER OF THE BOARD Non-Voting
OF MANAGEMENT
2.b APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Non-Voting
3. TRANSACT ANY OTHER BUSINESS Non-Voting
4. CLOSING OF THE MEETING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
BERKELEY GROUP PLC AGM Meeting Date: 08/27/2004
Issuer: G10248105 ISIN: GB0000941772
SEDOL: 0094177
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 30 Management For
APR 2004, TOGETHER WITH THE REPOR TS OF THE DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 16.5 PENCE PER ORDINARY Management For
SHARE IN RESPECT OF THE YE 30 APR 2004
3. RE-ELECT MR. R. ST. J.H. LEWIS AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
4. RE-ELECT MR. R.C. PERRINS AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
5. RE-ELECT MR. H.A. PALMER AS A NON-EXECUTIVE DIRECTOR, Management For
WHO RETIRES BY ROTATION
6. RE-ELECT MR. D. HOWELL AS A NON-EXECUTIVE DIRECTOR Management For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS
TO SET THEIR REMUNERATION
8. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE FYE 30 APR 2004
S.9 ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE Management For
COMPANY AS THE ARTICLES OF ASSOCI ATION OF THE
COMPANY
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY AND ALL EXISTING AUTHORITIES, AND FOR THE
PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985,
TO EXERCISE ALL THE POWERS OF THE COMPANY AND
TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF
T HE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 10,410,147; AUTHORITY EXPIRE S AT THE NEXT
AGM OF THE COMPANY IN 2005 ; AND THE COMPANY
MAY BEFORE SUCH EXP IRY MAKE ANY OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITI
ES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS
MAY ALLOT RELEVANT SECUR ITIES IN PURSUANCE OF
ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY
CONFERRE D HEREBY HAD NOT EXPIRED
S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 10, A) TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE COMPANIES ACT 1985 FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
10, DISAPPLYING THE STATUTORY PRE-EMP TION RIGHTS
SECTION 89(1) ; B) TO SELL RELEVANT SHARES
SECTION 94(5) OF THE ACT IN THE COMPANY BEFORE
THE SALE OF SUCH SHARES ARE HELD BY THE COMPANY
AS TREASURY SHARES SECTION 162A(3) OF THE ACT
TREASURY SHARES FOR CASH 162D( 2) OF THE
ACT DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) PR OVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
AND TH E SALE OF TREASURY SHARES: I) IN CONNECTION
WITH AN OFFER OF EQUITY SECURITIES IN FAVOUR
OF HOLDERS OF EQUITY SECURITIES; II) UP TO AN
AGGREGATE NOMINAL AMO UNT OF GBP 1,503,735;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM TO BE HELD IN 2005 OR 26 AUG
2005 ; AND THE COMPANY MAY BEFORE SUCH E XPIRY
MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT
REQUIRE EQUITY SECURITIE S OR SELL TREASURY SHARES
TO BE SOLD AFTER SUCH EXPIRY AND THE DIRECTORS
MAY A LLOT EQUITY SECURITIES OR SELL TREASURY
SHARES IN PURSUANCE OF SUCH AN OFFER O R AGREEMENT
AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED
S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE ONE OR
MORE MARKET PURCHASES SECTION 163 (3) OF THE
COMPANIES ACT 1985 OF UP TO 12,029,883 10%
OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25 PENCE EQUAL
TO THE NOMINAL VALUE AND NOT MORE THAN 105% ABOVE
THE AVERA GE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCH ANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRE S THE EARLIER OF THE
AGM TO BE HELD IN 2005 OR 26 AUG 2005 ; THE COMPANY
MAY M AKE A CONTRACT TO PURCHASE ORDINARY SHARES
UNDER THIS AUTHORITY BEFORE THE EXP IRY OF SUCH
AUTHORITY AND MAY MAKE A PURCHASE OF ORDINARY
SHARES PURSUANT TO A NY SUCH CONTRACT WHICH PURCHASE
OR CONTRACT WOULD OR MIGHT BE EXCECUTED EXECUT
ED WHOLLY OR PARTLY AFTER THE EXPIRATION OF SUCH
AUTHORITY
13. AUTHORIZE THE COMPANY FOR THE PURPOSE OF SECTION Management For
347C OF THE COMPANIES ACT 198 5 TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXP ENDITURE UP TO AN AGGREGATE NOMINAL
AMOUNT NOT EXCEEDING GBP 50,000 AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2005
- ------------------------------------------------------------------------------------------------------------------------------------
INTERBREW SA, BRUXELLES EGM Meeting Date: 08/27/2004
Issuer: B5096U121 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
- ------------------------------------------------------------------------------------------------------------------------------------
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. APPROVE THE NEW AUTHORIZED CAPITAL AND THE AMENDMENTS Management
TO THE ARTICLES OF ASSOC IATION
2. ACKNOWLEDGEMENT OF DIRECTORS INDEPENDENCE WITHIN Management
THE MEANING OF ARTICLE 524 O F THE COMPANIES CODE
3. APPROVE THE CAPITAL INCREASE BY WAY OF ISSUANCE Management
OF 141,712,000 NEW ORDINARY SH ARES FURTHER TO
A CONTRIBUTION IN KIND WITH CONDITIONAL CLOSING
4. APPROVE THE CONDITIONAL CHANGE OF NAME Management
5. AMEND THE ARTICLES OF ASSOCIATION Management
6. APPROVE THE CONDITIONAL RESIGNATION OF DIRECTORS Management
AND CONDITIONAL APPOINTMENT O F DIRECTORS
7. APPROVE THE CONDITIONAL SETTING OF REMUNERATION Management
OF ALL DIRECTORS
8. POWERS Management
- ------------------------------------------------------------------------------------------------------------------------------------
STAGECOACH GROUP PLC AGM Meeting Date: 08/27/2004
Issuer: G8403M134 ISIN: GB0004146675
SEDOL: 0414667, 5925937
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
ACCOUNTS FOR THE FYE 30 APR 20 04
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE YE 30 APR 2004
3. DECLARE A FINAL DIVIDEND OF 2.0 PENCE PER SHARE Management For
4. RE-ELECT MR. GRAHAM ECCLES AS A DIRECTOR OF THE Management For
COMPANY
5. RE-ELECT MR. JANET MORGAN AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. ROBERT SPEIRS AS A DIRECTOR OF THE Management For
COMPANY
7. RE-ELECT MR. EWAN BROWN AS A DIRECTOR OF THE COMPANY Management For
8. RE-ELECT MR. ANN GLOAG AS A DIRECTOR OF THE COMPANY Management For
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
S.10 A) APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM GBP 9, 200,000 TO GBP 259,200,000.02
BY THE CREATION OF 1,388,888,889 B SHARES OF
18 PENCE EACH IN THE CAPITAL OF THE COMPANY
THE B SHARES AS SPECIFIED IN THE NE W ARTICLES
OF ASSOCIATION OF THE COMPANY TO BE ADOPTED PURSUANT
TO PARAGRAPH ( B) BELOW; B) ADOPT THE NEW ARTICLES
OF ASSOCIATION OF THE COMPANY; C) AUTHORIZ E
THE DIRECTORS OF THE COMPANY, PURSUANT TO SECTION
80 OF THE COMPANIES ACT 19 85, TO ALLOT B SHARES
WITH AN AGGREGATE NOMINAL VALUE OF UP TO GBP
250,000,000 .02; AUTHORITY EXPIRES ON 01 JAN
2005 ; D) AUTHORIZE THE DIRECTORS OF THE COM
PANY, PURSUANT TO ARTICLE 147 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AD OPTED PURSUANT
TO PARAGRAPH (B) ABOVE, TO: I) CAPITALIZE UP
TO GBP 250,000,000 .02 BEING PART OF THE AMOUNT
STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCO
UNT OF THE COMPANY AND TO APPLY SUCH AMOUNT
IN PAYING UP IN FULL AT PAR UP TO A MAXIMUM OF
1,388,888,889 B SHARES CREATED PURSUANT TO THIS
RESOLUTION; AND II) WITHOUT PREJUDICE TO PARAGRAPH
(C) ABOVE, ALLOT THE SAME CREDITED AS FULLY PAID
UP TO THE HOLDERS OF ORDINARY SHARES OF 0.5 PENCE
EACH IN THE CAPITAL OF THE COMPANY ORDINARY
SHARES IN THE PROPORTION OF 1 B SHARE FOR EACH
SUCH OR DINARY SHARE HELD BY THEM AS SPECIFIED;
E) SUBJECT TO AND CONDITIONAL UPON THE B SHARES
HAVING BEEN ISSUED AND REGISTERED IN THE NAME
OF THE PERSONS ENTITLE D THERETO, EVERY ORDINARY
SHARE IN ISSUE AS SPECIFIED OR SUCH LATER TIME
AND DATE AS THE DIRECTORS OF THE COMPANY MAY
DETERMINE THE CONSOLIDATION RECORD TIME BE
SUB-DIVIDED INTO 19 SHARES OF 1/38 PENCE EACH
IN THE CAPITAL OF THE C OMPANY AND FORTHWITH
UPON SUCH SUB DIVISION EVERY 24 SHARES OF 1/38
PENCE EACH RESULTING FROM SUCH SUB-DIVISION BE
CONSOLIDATED INTO 1 ORDINARY SHARE OF 12/ 19
PENCE IN THE CAPITAL OF THE COMPANY CONSOLIDATED
ORDINARY SHARE WITH EFFE CT FROM THE CONSOLIDATION
RECORD TIME PROVIDED THAT NO MEMBER WILL BE ENTITLED
TO A FRACTION OF A SHARE AND FRACTIONS OF CONSOLIDATED
ORDINARY SHARES ARISIN G OUT OF SUCH CONSOLIDATION
WILL BE AGGREGATED AND CONSOLIDATED INTO AS MANY
C ONSOLIDATED ORDINARY SHARES AS POSSIBLE AND
1 DEFERRED SHARE CARRYING NO ENTI TLEMENT TO
PARTICIPATE IN THE PROFITS OR ASSETS OF THE COMPANY
OR RIGHT TO ATT END OR VOTE AT ANY GENERAL MEETING
OF THE COMPANY OF SUCH NOMINAL VALUE AS WI LL
BE REQUISITE TO ENSURE THAT THE AGGREGATE NOMINAL
VALUE OF THE THEN ISSUED SHARE CAPITAL OF THE
COMPANY REMAINS CONSTANT AND AUTHORIZE THE DIRECTORS
OF T HE COMPANY TO APPOINT A PERSON: I) TO SELL
IN THE MARKET THE NUMBER OF CONSOLI DATED ORDINARY
SHARES ARISING FROM THE CONSOLIDATION OF SUCH
FRACTIONS ON TERM S THAT THE NET PROCEEDS OF
SALE ARE RETAINED FOR THE BENEFIT OF THE COMPANY;
A ND II) TO TRANSFER THE DEFERRED SHARE TO SUCH
PERSON AS THE DIRECTORS MAY DETE RMINE WHO IS
WILLING TO ACCEPT THE SAME AND AUTHORIZE THE
DIRECTORS OF THE COM PANY TO REGISTER SUCH PERSON
AS THE HOLDER OF THE DEFERRED SHARE, AND PROVIDED
FURTHER THAT ANY ISSUE AS TO WHAT CONSTITUTES
A HOLDING FOR THE PURPOSES OF THIS PARAGRAPH
(E)WILL BE DETERMINED CONCLUSIVELY BY THE DIRECTORS
OF THE COM PANY; F) SUBJECT TO AND CONDITIONAL
UPON THE B SHARES HAVING BEEN ISSUED AND R EGISTERED
IN THE NAMES OF THE PERSONS ENTITLED THERETO,
ALL ORDINARY SHARES WH ICH ARE UNISSUED AT THE
CONSOLIDATION RECORD TIME BE CONSOLIDATED INTO
1 UNDES IGNATED SHARE OF A NOMINAL VALUE EQUAL
TO THE AGGREGATE NOMINAL VALUE OF THE O RDINARY
SHARES SO CONSOLIDATED AND FORTHWITH ON SUCH
CONSOLIDATION THE SAID UN DESIGNATED SHARE BE
SUB-DIVIDED INTO CONSOLIDATED ORDINARY SHARES
PROVIDED THA T ANY FRACTION OF A CONSOLIDATED
ORDINARY SHARE ARISING FROM SUCH-DIVISION WIL
L BE CANCELLED; G) ANY AUTHORIZED BUT UNISSUED
B SHARES EXISTING FOLLOWING THE CONSOLIDATION
RECORD TIME BE CANCELLED AND THE AUTHORIZED BUT
UNISSUED CAPITA L OF THE COMPANY BE REDUCED ACCORDINGLY;
H) AUTHORIZE THE DIRECTORS OF THE COM PANY TO
TAKE SUCH ACTIONS AS THEY MAY DEEM NECESSARY
OR EXPEDIENT TO DEAL WITH FRACTIONAL ENTITLEMENTS,
LEGAL, OTHER REGULATORY OR PRACTICAL PROBLEMS
ARISIN G IN RELATION TO ANY OVERSEAS JURISDICTION,
OR THE REQUIREMENTS OF ANY REGULAT ORY BODY AND
OTHERWISE TO FURTHER AND GIVE EFFECT TO THE FOREGOING
PROVISIONS OF THIS RESOLUTION; I) AUTHORIZE THE
DIRECTORS, IN SUBSTITUTION FOR ANY EXISTI NG
AUTHORITY UNDER SECTION 95 OF THE COMPANIES ACT
1985, PURSUANT TO SECTION 9 5(1) OF THAT ACT,
TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
6, DISAPPLYING THE STATUTORY PRE-EMPTIO N RIGHTS
SECTION 89(1) , UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 2,230,330; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE COMPANY S AGM HELD IN
2005 OR 31 DEC 2005 ; THIS POWER WILL BE LIMITED
TO: I) THE ALLOTMENT OF EQUIT Y SECURITIES IN
CONNECTION WITH AN OFFER OF EQUITY SECURITIES
OPEN FOR ACCEPTA NCE FOR A PERIOD FIXED BY THE
DIRECTORS OF THE COMPANY TO THE HOLDERS OF ORDIN
ARY SHARES; II) B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 334,549 AND THE CO MPANY MAY AT
ANY TIME PRIOR TO THE EXPIRY OF SUCH POWER MAKE
AN OFFER OR ENTER INTO AN AGREEMENT WHICH WOULD
OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTT
ED AFTER THE EXPIRY OF SUCH POWER AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIE S IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT AS IF SUCH POWER HAD
NOT EXPIRED
S.11 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ANY Management For
EXISTING AUTHORITY UNDER SECTIO N 166 OF THE
COMPANIES ACT 1985, PURSUANT TO AND IN ACCORDANCE
WITH SECTION 16 6 OF THAT ACT, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE ACT OF UP TO
1 0% OF THE AGGREGATE NOMINAL AMOUNT OF THE COMPANY
S ISSUED ORDINARY SHARE CAPI TAL, THE MINIMUM
PRICE WHICH MAY BE PAID FOR ANY SUCH SHARE WILL
BE THE NOMINA L AMOUNT OF THE ORDINARY SHARES
PURCHASED AND THE MAXIMUM PRICE EQUAL TO 105%
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE DAILY OFFICIAL LIST OF
THE LONDON STOCK EXCHANGE, OVER THE PREVIOUS
5 BUSINESS DAYS ; AUTHORITY EXPIRES ON 26 FEB
2006 ; THE COMPANY MAY AT ANY TIME PRIOR TO THE
EXPIRY OF SUCH AUTHORITY ENTER INTO A CONTRACT
OR CONTRACTS TO PURCHASE SUCH SHARES UNDER SUCH
AUTHORITY WHICH WILL OR MIGHT BE EXECUTED WHOLLY
OR PARTLY A FTER SUCH EXPIRY AND MAY MAKE A PURCHASE
OF SUCH SHARES IN PURSUANCE OF ANY SU CH CONTRACT
OR CONTRACTS; SUCH AUTHORITY PURSUANT TO THIS
RESOLUTION WILL ALLO W THE COMPANY TO BUY BACK
SHARES BOTH FOR CANCELLATION AND TO HOLD AS TREASURY
SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
BELLSYSTEM24 INC AGM Meeting Date: 08/30/2004
Issuer: J0428S102 ISIN: JP3835750005
SEDOL: 5757453, 6100056
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 85, FINAL JY 5, SPECIAL
JY 110
2 AMEND ARTICLES TO: EXPAND BUSINESS LINES - REDUCE Management Against
DIRECTORS TERM IN OFFICE - AUTHORIZE SHARE REPURCHASES
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management Against
3.2 ELECT DIRECTOR Management Against
3.3 ELECT DIRECTOR Management Against
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management Against
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management Against
5 APPROVE EXECUTIVE STOCK OPTION PLAN Management Against
6 APPROVE RETIREMENT BONUS FOR DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA MIX Meeting Date: 09/01/2004
Issuer: F4113C103 ISIN: FR0000133308 BLOCKING
SEDOL: 4617428, 5176177, 5356399, 5897650, B067338
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS,
ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION
AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE
LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1.
E.1 RECEIVE THE BOARD OF DIRECTORS, THE AUDITORS Management
REPORTS AND THE ACKNOWLEDGE THE AMALGAMATION-MERGER
PROJECT OF WANADOO BY THE COMPANY; APPROVE THAT
THE ABSORB ING COMPANY IS THE OWNER OF ALL OF
THE WANADOO COMPANY S SHARES AND IT APPROVE S
THE AMALGAMATION-MERGER PROJECT UNDER WHICH IT
IS STATED THAT WANADOO SHALL CONTRIBUTE THE TOTAL
OF ITS ASSETS, WITH THE CORRESPONDING TAKING
OVER OF ALL ITS LIABILITIES AND DECIDES THAT
THERE IS NO NEED TO INCREASE THE SHARE CAPITA
L; DIFFERENCE BETWEEN THE WANADOO MERGER CONTRIBUTION
OF EUR 5,096,874,722.00 AND THE NET BOOK VALUE
OF THE 1,499,402,746 WANADOO SHARES THE COMPANY
OWNS OF EUR 12,408,378,704.00 REPRESENTS A CAPITAL
LOSS ON TRANSFERRED SHARES OF EUR 7,311,593,982.00
WHICH WILL BE REGISTERED IN THE COMPANY ASSET
BALANCE SHEET F OR AN AMOUNT OF EUR 7,284,912,358.00;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAI NS AND
THE REGULATED RESERVES OF EUR 843,735.00 AND
EUR 2,046,634.75 SHALL BE REBUILT INTO THE COMPANY
S ACCOUNTS BY CHARGING TO THE LEGAL RESERVE ACCOUNT
E.O.2 APPROVE RHE COMMITMENTS OF THE RECOVERY BY FRANCE Management
TELECOM OF WANADOO S IN RESP ECT OF THE HOLDERS
OF THE 27,382,050 STOCK OPTIONS GRANTING TO RIGHT
TO SUBSCR IBE WANADOO S SHARES WHICH HAVE STILL
NOT BEEN EXERCISED ONCE THE AMALGAMATION -MERGER
IS EFFECTIVE, SUBJECT TO THE APPROVAL BY THE
HOLDERS AND THE APPROVAL OF THE RESOLUTION 7,
THESE SHARES CAN BE FRANCE TELECOM EXISTING SHARES;
APPRO VE THE RATIO OF EXCHANGE OF 7 FRANCE TELECOM
SHARES FOR 18 WANADOO SHARES AND THE INCREASE
IN SHARE CAPITAL SHALL NOT EXCEED EUR 48,000,000.00
BY WAY OF ISS UING 12,000,000 SHARES OF A PAR
VALUE OF EUR 4.00 EACH; GRANT ALL POWERS TO TH
E BOARD OF DIRECTORS, WITH THE POSSIBILITY OF
SUB-DELEGATION, TO TAKE ALL NECE SSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.3 APPROVE THAT THE AMALGAMATION-MERGER OF WANADOO Management
IS FINAL AND THAT THE SAID COM PANY SHALL BE
DISSOLVED IN APPROVAL OF RESOLUTION E.1
E.O.4 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
THE ISSUE OF COMPANY S SHARES WHICH SHALL BE
SUBSCRIBED BY CASH OR BY COMPENSATION OF DEBT
SECURITIES, GRAN TED TO THE HOLDERS OF THE ORANGE
S.A., COMPANY SHARES OR STOCK OPTIONS GRANTIN
G THE RIGHT TO SUBSCRIBE OR PURCHASE SHARES,
WHO SIGNED A LIQUIDITY CONTRACT W ITH FRANCE
TELECOM PROVIDED THAT THE CAPITAL INCREASE RESULTING
FROM THE ISSUE OF SHARES IN ACCORDANCE WITH THIS
RESOLUTION, SHALL NOT EXCEED THE NOMINAL AM OUNT
OF EUR 400,000,000.00 BY WAY OF ISSUING 100,000,000
NEW SHARES OF A PARVA LUE OF EUR 4.00 EACH, THE
NOMINAL AMOUNT OF THE CAPITAL INCREASE RESULTING
FRO M THE ISSUES OF SHARES OR SECURITIES; AUTHORIZATION
IS GIVEN FOR A PERIOD OF 18 MONTHS ; AUTHORIZE
THE BOARD OF DIRECTORS, PURSUANT TO THE RESOLUTIONS
9, 1 0, 11, 12 AND 13 OF THE GENERAL MEETING
OF 25 FEB 2003, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES AND
NOTABLY, TO CHARGE ALL F EES RESULTING FROM THE
ISSUE OF SHARES TO ALL PREMIUMS RESULTING FROM
CAPITAL INCREASES, AND TO APPROPRIATE FROM THIS
AMOUNT SUCH SUMS AS ARE REQUIRED TO BR ING THE
LEGAL RESERVE TO TENTH OF THE NEW SHARE CAPITAL
AFTER EACH INCREASE
E.O.5 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
ONE OR IN SEVERAL STAGES, TO THE BENEFIT OF THE
COMPANY S MEMBERS OF STAFF OR REPRESENTATIVES,
STOCK OPTIONS T HE RIGHT TO SUBSCRIBE OR PURCHASE
THE COMPANY S SHARES WITHIN A LIMIT OF 2% OF
THE COMPANY S SHARE CAPITAL; AUTHORIZATION IS
GIVEN FOR A PERIOD OF 38 MONTH S ; GRANT ALL
POWERS TO THE BOARD OF DIRECTORS, WITH THE POSSIBILITY
OF SUB-DE LEGATION, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALIT IES
E.O.6 AUTHORIZE THE BOARD OF DIRECTORS, SUBSTITUTING Management
THE DELEGATION GIVEN IN RESOLUT ION 12 AT THE
COMBINED GENERAL MEETING OF 09 APR 2004, TO INCREASE
THE SHARE C APITAL, IN ONE OR IN SEVERAL STAGES
AND ON ITS SOLE DECISIONS, BY WAY OF ISSUI NG
SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY
CAPITAL TO THE BENEFIT OF THE MEMBERS OF THE
GROUP FRANCE TELECOM S ENTERPRISE SAVINGS PLAN,
OR BY THE DISTRIBUTION OF FREE SHARES, NOTABLY
BY WAY OF INCORPORATING INTO THE CAPITAL RESERVES,
PROFITS OR SHARE PREMIUMS PROVIDED THAT THE CAPITAL
INCREASE BY WAY OF ISSUING SHARES OR SECURITIES
GIVING ACCESS TO THE COMPANY CAPITAL SHALL NOT
EXCEED THE NOMINAL AMOUNT OF EUR 1,000,000,000.00
AND THE CAPITAL INCREASE BY WAY OF INCORPORATING
INTO THE CAPITAL RESERVES, PROFITS OR SHARE PREMIUMS
SHA LL NOT EXCEED THE NOMINAL AMOUNT OF EUR 1,000,000,000.00;
AUTHORIZATION IS GI VEN FOR A PERIOD OF 26 MONTHS
STARTING FROM THE PRESENT MEETING ; AUTHORIZE
TH E BOARD OF DIRECTORS, WITH THE POSSIBILITY
OF SUB-DELEGATION, TO TAKE ALL NECE SSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES AND
NOTABLY, TO CHARGE ALL FEES RESULTING FROM THE
CAPITAL INCREASES TO ALL PREMIUMS RESULTING FROM
SUCH CAPITAL INCREASES, AND TO APPROPRIATE FROM
THIS AMOUNT SUCH SUMS AS ARE R EQUIRED TO BRING
THE LEGAL RESERVE TO TENTH OF THE NEW SHARE CAPITAL
AFTER EAC H INCREASE
O.7 APPROVE THAT CHAIRMAN TAKES THE RECORD OF THE Management
AUTHORIZATION GIVEN IN GENERAL M EETING OF 09
APR 2004, WHERE IN THE COMPANY WAS AUTHORIZED
TO PURCHASE ITS OWN SHARES, AS PER THE CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 50.00; MINIMUM SEL
LING PRICE: EUR 14.50; MAXIMUM NUMBER OF SHARES
TO BE TRADED: 10% OF THE SHARE CAPITAL AND THIS
AUTHORIZATION WAS GIVEN FOR A PERIOD OF 18 MONTHS
STARTING F ROM 09 APR 2004; AND APPROVE, IN SUBJECT
TO THE ADOPTION OF THE RESOLUTIONS 1, 2 AND 5,
TO COMPLETE THE AIMS OF THE REPURCHASE PLAN BY
USING THE ACQUIRED SH ARES IN ORDER TO ALLOW
THE RECOVERY OF FRANCE TELECOM SHARES TO THE
HOLDERS OF THE STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE SHARES AND CARRY OUT ANY ST OCK
OPTIONS GRANTING THE RIGHT TO PURCHASE SHARES
PLAN
O.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
- ------------------------------------------------------------------------------------------------------------------------------------
GKN PLC EGM Meeting Date: 09/01/2004
Issuer: G39004232 ISIN: GB0030646508
SEDOL: 3064650
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DISPOSAL BY THE COMPANY OF ITS INTEREST Management For
IN AGUSTAWESTLAND AND OF R ELATED PROPERTY AND
AUTHORIZE THE DIRECTORS TO EXECUTE SUCH DOCUMENTS
AND TO T AKE ALL SUCH STEPS AS THEY CONSIDER
NECESSARY OR EXPEDIENT TO CARRY OUT THE DI SPOSAL
AND TO WAIVE, AMEND, VERY, REVISE OR EXTEND
IN ANY CASE TO SUCH EXTENT AS SHALL NOT CONSTITUTE
A MATERIAL CHANGE IN THE CONTEXT TO THE DISPOSAL
AS A WHOLE ANY OF SUCH TERMS AND CONDITIONS
AS THEY MAY CONSIDER TO BE APPROPRIAT E
- ------------------------------------------------------------------------------------------------------------------------------------
HOPEWELL HOLDINGS LTD EGM Meeting Date: 09/06/2004
Issuer: Y37129148 ISIN: HK0054007841
SEDOL: 5816956, 6140290
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE: A) THE CONDITIONAL AGREEMENT DATED 14 Management For
JUL 2004 ENTERED BETWEEN HOPEWE LL GUANGZHOU-ZHUHAI
SUPERHIGHWAY DEVELOPMENT LIMITED HHI WEST HK
CO AND GUAN GDONG PROVINCIAL HIGHWAY CONSTRUCTION
COMPANY LIMITED WEST ROUTE PRC PARTNER IN RELATION
TO AMENDMENTS OF THE SINO-FOREIGN CO-OPERATIVE
JOINT VENTURE CONT RACT DATED 05 JAN 2004 BETWEEN
THEM THE JV CONTRACT AND THE CONDITIONAL AGRE
EMENT DATED 14 JUL 2004 ENTERED INTO BETWEEN
HHI WEST HK CO AND WEST ROUTE PRC PARTNER IN
RELATION TO AMENDMENTS OF THE ARTICLES OF ASSOCIATION
THE JV ARTI CLES OF GUANGDONG GUANGZHOU-ZHUHAI
WEST SUPERHIGHWAY COMPANY LIMITED WEST RO UTE
JV THE AMENDING AGREEMENTS AND ALL TRANSACTIONS
CONTEMPLATED THEREBY; A ND B) THE ENTERING INTO
OF ALL SUCH TRANSACTIONS, AGREEMENTS AND ARRANGEMENTS
INCLUDING WITHOUT LIMITATION, WITH WEST ROUTE
PRC PARTNER AND GUANGDONG PROVI NCIAL COMMUNICATION
GROUP COMPANY LIMITED AND THEIR RESPECTIVE SUBSIDIARIES
AN D ASSOCIATED COMPANIES AND WITH OTHER CONNECTED
PERSONS OF THE COMPANY , AND S IGNING, SEALING,
EXECUTION, PERFECTION, PERFORMANCE AND DELIVERY
OF ALL SUCH D OCUMENTS BY WEST ROUTE JV, HOPEWELL
HIGHWAY INFRASTRUCTURE LIMITED HHI OR AN Y
SUBSIDIARY OR JOINTLY CONTROLLED ENTITY OF HHI
AS THE DIRECTORS OF HHI MAY D EEM NECESSARY TO
GIVE EFFECT TO THE AMENDING AGREEMENTS OR FOR
THE IMPLEMENTAT ION OF ALL TRANSACTIONS CONTEMPLATED
THEREUNDER, INCLUDING BUT NOT LIMITED TO: 1)
AMENDING THE TERMS OF THE AMENDING AGREEMENTS,
THE JV CONTRACT AND THE JV ARTICLES AS REQUIRED
BY RELEVANT AUTHORITIES IN THE PEOPLE S REPUBLIC
OF CHINA PRC AUTHORITIES OR FOR THE PURPOSES
OF OBTAINING THE APPROVAL OF PRC AUTHOR ITIES
OR TO COMPLY WITH ALL APPLICABLE LAWS, RULES
AND REGULATIONS; 2) ENTERIN G INTO ANY TRANSACTIONS
PURSUANT TO, FOR THE PURPOSES OF IMPLEMENTING
OR IN CO NNECTION WITH THE AMENDING AGREEMENTS
OR THE PHASE OF THE JV CONTRACT IN RELAT ION
TO THE AMENDING AGREEMENTS PHASE II WEST ; AND
3) ENTERING INTO ANY TRANS ACTIONS OR ARRANGEMENTS
OR DEALING WITH ANY MATTERS RELATED, ANCILLARY
OR INCI DENTAL TO: I) THE INVESTMENT IN OR THE
PLANNING, DESIGN, CONSTRUCTION, MANAGEM ENT OR
OPERATION OF PHASE II WEST; OR II) ANY PROPERTIES,
FACILITIES, DEVELOPM ENTS OR INVESTMENTS UNDER
OR IN CONNECTION WITH PHASE II WEST OR WHICH
MAY BE CARRIED OUT, IMPLEMENTED OR INVESTED IN
BY WEST ROUTE JV IN CONNECTION WITH PH ASE II
WEST
2. APPROVE: A) THE ENTERING INTO BY WEST ROUTE JV, Management For
HOPEWELL HIGHWAY INFRASTRUCTUR E LIMITED HHI
OR ANY SUBSIDIARY OR JOINTLY CONTROLLED ENTITY
OF HHI OF ANY A GREEMENTS THE PHASE III AGREEMENTS
WITH GUANGDONG PROVINCIAL HIGHWAY CONSTRU CTION
COMPANY LIMITED WEST ROUTE PRC PARTNER IN CONNECTION
WITH THE INVESTME NT IN AND THE PLANNING, DESIGN,
CONSTRUCTION AND OPERATION OF A PROPOSED ZHONG
SHAN TO ZHUHAI SECTION PHASE ILL WEST, THE DETAILED
ROUTE AND ALIGNMENT OF WH ICH TO BE DETERMINED
BY THE DIRECTORS OF HHI OF A PROPOSED NETWORK
OF DUAL TH REE LANE TOLL-EXPRESSWAYS LINKING
GUANGZHOU, ZHONGSHAN AND ZHUHAI THROUGH GUAN
GDONG GUANGZHOU-ZHUHAI WEST SUPERHIGHWAY COMPANY
LIMITED WEST ROUTE JV , AS M AY BE APPROVED
BY THE DIRECTORS OF HHI, INCLUDING BUT NOT LIMITED
TO THE FURTH ER AMENDMENT OF THE JOINT VENTURE
CONTRACT AND THE ARTICLES OF ASSOCIATION IN RESPECT
OF WEST ROUTE JV FOR THE ABOVE PURPOSES, PROVIDED
THAT: 1) THE TOTAL A MOUNT OF INVESTMENT FOR
PHASE III WEST AS STATED IN THE PHASE III AGREEMENTS
D OES NOT EXCEED RMB 4,000,000,000 EXCLUDING
LOAN INTEREST INCURRED DURING THE CONSTRUCTION
PERIOD AND FUTURE ADJUSTMENTS OF GOVERNMENT CHARGES
AND FEES IF ANY AND ANY ADDITIONAL REGISTERED
CAPITAL IN WEST ROUTE JV REQUIRED TO BE CO NTRIBUTED
BY HHI AND ITS SUBSIDIARIES UNDER THE PHASE III
AGREEMENTS DOES NOT EXCEED RMB 700,000,000 WITH
THE BALANCE OF THE TOTAL AMOUNT OF INVESTMENT
TO B E BORROWED BY WEST ROUTE JV FROM BANKS;
2) THE CONCESSION PERIOD FOR PHASE III WEST SHALL
BE 30 YEARS OR SUCH SHORTER PERIOD AS MAY BE
APPROVED BY THE RELEV ANT AUTHORITIES OF THE
PEOPLE S REPUBLIC OF CHINA AND ACCEPTABLE TO
THE DIRECT ORS OF HHI; 3) UPON EXPIRY OF THE
CONCESSION PERIOD FOR PHASE III WEST, ALL FI
XED ASSETS IN RELATION TO PHASE III WEST WILL
BE TRANSFERRED TO THE RELEVANT A UTHORITY IN
THE PEOPLE S REPUBLIC OF CHINA AT NIL CONSIDERATION
AND WEST ROUTE JV WILL BE DISSOLVED, WITH ANY
ASSETS REMAINING AFTER SATISFACTION OF OUTSTAN
DING LIABILITIES TO BE DISTRIBUTED TO WEST ROUTE
PRC PARTNER AND HOPEWELL GUAN GZHOU-ZHUHAI SUPERHIGHWAY
DEVELOPMENT LIMITED HHI WEST HK CO. IN EQUAL
SHARE ; 4) ANY AMENDMENTS TO THE SINO-FOREIGN
CO-OPERATIVE JOINT VENTURE CONTRACT DA TED 05
JAN 2004 BETWEEN HHI WEST HK CO. AND WEST ROUTE
PRC PARTNER AS AMENDED FROM TIME TO TIME OR
THE ARTICLES OF ASSOCIATION OF WEST ROUTE JV
TO REFLECT SUCH TERMS WILL ONLY BECOME EFFECTIVE
UPON APPROVAL OF THE AMENDING AGREEMENT S IN
RELATION THERETO BY THE RELEVANT AUTHORITIES
IN THE PEOPLE S REPUBLIC OF CHINA; AND 5) THE
CONTRIBUTION OF EQUITY AND THE SHARING OF DISTRIBUTABLE
PROF ITS FROM THE OPERATION OF WEST ROUTE JV
BETWEEN THE JOINT VENTURE PARTNERS OF WEST ROUTE
JV IS ON A 50:50 BASIS; B) THE DOING OF ALL SUCH
THINGS, ENTERING I NTO ALL SUCH TRANSACTIONS,
AGREEMENTS AND ARRANGEMENTS INCLUDING WITHOUT
LIMI TATION, WITH WEST ROUTE PRC PARTNER AND
GUANGDONG PROVINCIAL COMMUNICATION GRO UP COMPANY
LIMITED AND THEIR RESPECTIVE SUBSIDIARIES AND
ASSOCIATED COMPANIES AND WITH OTHER CONNECTED
PERSONS OF THE COMPANY , AND SIGNING, SEALING,
EXECUT ION, PERFECTION, PERFORMANCE AND DELIVERY
OF ALL SUCH DOCUMENTS BY WEST ROUTE JV, HHI OR
ANY SUBSIDIARY OR JOINTLY CONTROLLED ENTITY OF
HHI AS THE DIRECTORS OF HHI MAY CONSIDER NECESSARY
OR DESIRABLE OR EXPEDIENT TO GIVE EFFECT TO THE
PHASE III AGREEMENTS OR FOR THE IMPLEMENTATION
OF ALL TRANSACTIONS CONTEMPLAT ED THEREUNDER,
INCLUDING BUT NOT LIMITED TO: 1) ENTERING INTO
ANY TRANSACTIONS PURSUANT TO, FOR THE PURPOSES
OF IMPLEMENTING OR IN CONNECTION WITH ANY SINO-
FOREIGN CO-OPERATIVE JOINT VENTURE CONTRACT IN
RELATION TO PHASE III WEST AS MAY BE AMENDED
FROM TIME TO TIME ; AND 2) ENTERING INTO ANY
TRANSACTIONS OR AR RANGEMENTS OR DEALING WITH
ANY MATTERS RELATED, ANCILLARY OR INCIDENTAL
TO: 1) THE INVESTMENT IN OR THE PLANNING, DESIGN,
CONSTRUCTION, MANAGEMENT OR OPERAT ION OF PHASE
III WEST; OR II) ANY PROPERTIES, FACILITIES,
DEVELOPMENTS OR INVE STMENTS UNDER OR IN CONNECTION
WITH PHASE III WEST OR WHICH MAY BE CARRIED OUT
, IMPLEMENTED OR INVESTED IN BY WEST ROUTE JV
IN CONNECTION WITH PHASE III WES T; AND C) THAT
IF NO PHASE III AGREEMENT IS ENTERED INTO ON
OR BEFORE THE DATE WHICH IS ONE YEAR AFTER THE
DATE ON WHICH THIS RESOLUTION IS PASSED THEN
THIS RESOLUTION SHALL BE AUTOMATICALLY REVOKED
- ------------------------------------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM EGM Meeting Date: 09/07/2004
Issuer: N9202Y107 ISIN: NL0000390854
SEDOL: 5205361, 5869585, B02P0N5
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS SHARES HAVE NO VOTING RIGHTS. Non-Voting
THANK YOU
1. OPENING Non-Voting
2. APPROVE THE BEST PRACTICE REGULATIONS OF THE Non-Voting
CORPORATE GOVERNANCE CODE
3. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
DIXONS GROUP PLC AGM Meeting Date: 09/08/2004
Issuer: G27806101 ISIN: GB0000472455
SEDOL: 0047245, 5923908
- ------------------------------------------------------------------------------------------------------------------------------------
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 52 WEEKS EN DED 01 MAY 2004
AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 5.000 PENCE PER ORDINARY Management For
SHARE FOR THE 52 WEEKS EN DED 01 MAY 2004
3. RE-APPOINT MR. KEVIN O BYRNE AS A DIRECTOR Management For
4. RE-APPOINT SIR. JOHN COLLINS AS A DIRECTOR Management For
5. RE-APPOINT MR. COUNT ERNMANUEL D AANDRE AS A Management For
DIRECTOR
6. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY
7. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITORS IN ACCORDANC E WITH THE COMPANIES
ACT 1985
8. APPROVE THE REMUNERATION REPORT FOR 52 WEEKS Management For
ENDED 01 MAY 2004
S.9 AMEND THE ARTICLES OF ASSOCIATION AS: BY ADDING Management For
THE WORDS IN ARTICLE 2; BY REN UMBERING ARTICLE
8 AS ARTICLE 8(A); BY ADDING THE SENTENCE IN
ARTICLE 11; BY A DDING THE SENTENCE IN ARTICLE
66(C); AND BY ADDING THE SENTENCE IN ARTICLE 129
10. APPROVE THE ORDINARY REMUNERATION OF THE DIRECTORS Management For
BE INCREASED FROM A MAXIMUM OF GBP 500,000 PER
ANNUM TO A MAXIMUM OF GBP 750,000 PER ANNUM IN
AGGREGATE
11. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 11(B)(II) OF THE COMPANY
S ARTICLE OF ASSOCIATION AUTHORITY EXPIRES THE
EARLIER OF THE AGM IN 2005 OR ON 07 DEC 2005
AND SECTION 89 AMOUNT WILL BE GBP 2,735,880
AN D THE SALE OF TREASURY SHARES WILL BE TREATED
AS AN ALLOTMENT OF EQUITY SECURI TIES FOR THE
PURPOSE OF ARTICLE 11
S.12 APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For
ON THE DIRECTORS BY ARTICLE 11( B)(II) OF THE
COMPANY S ARTICLES OF ASSOCIATION BE RENEWED
FOR THE PERIOD ENDI NG EARLIER OF THE AGM IN
2005 OR 07 DEC 2005 AND FOR SUCH PERIOD THE SECTION
8 9 AMOUNT WILL BE GBP 2,435,880 AND THAT THE
SALE OF TREASURY SHARES WILL BE TR EATED AS AN
ALLOTMENT OF EQUITY SECURITIES FOR THE PURPOSES
OF ARTICLE 11; THE DIRECTORS SEEKING AUTHORITY
UNDER RESOLUTION 12 TO ALLOT SHARES UP TO AN
AGGR EGATE NOMINAL VALUE OF GBP 2,435,880 5%
OF ISSUED SHARE CAPITAL OF THE COMPAN Y ON 23
JUN 2004 FOR CASH OTHER THAN TO EXISTING SHAREHOLDERS
IN PROPORTION T O THEIR SHAREHOLDINGS, IN ADDITION
IF THE COMPANY HAS PURCHASED ITS OWN SHARES AND
HOLDS THEM IN TREASURY THIS RESTRICTION WOULD
GIVE THE DIRECTORS POWER TO SELL THESE SHARES
FOR CASH TO PERSONS OTHER THAN EXISTING SHAREHOLDERS,
SUBJE CT TO THE SAME LIMIT THAT WOULD APPLY TO
ISSUES OF SHARES FOR CASH TO THESE IF GIVEN THE
AUTHORITY WILL TERMINATE NO LATER THAN 15 MONTHS
AFTER THE AGM; THE DIRECTORS HAVE NO PRESENT
INTENTION OF ALLOTTING SHARES OTHER THAN AS REQUIRE
D IN RELATION TO THE EXERCISE OF OPTIONS UNDER
THE COMPANY S EMPLOYEE SHARE OP TION SCHEME;
THEY INTEND TO SEEK RENEWAL AT EACH AGM OF THE
POWERS CONFERRED B Y RESOLUTIONS 11 AND 12
S.13 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 194
MILLION ORDI NARY SHARES OF 2.5P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE WHI
CH WILL BE PAID FOR A SHARE EXCLUSIVE OF EXPENSES
IS ITS NOMINAL VALUE AND N OT MORE THAN 105%
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR ORDINARY,
FOR TH E 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2005 OR 30 SEP 2005 ; THE COMPANY,
BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLL Y OR PARTLY AFTER SUCH EXPIRY
14. APPROVE THE CHANGES TO THE RULES OF THE DIXONS Management For
GROUP PLC APPROVED EMPLOYEE SHA RE OPTION SCHEME
2000 THE APPROVED SCHEME AND THE DIXONS GROUP
PLC UNAPPROVE D EMPLOYEE SHARE OPTION SCHEME
2000 THE APPROVED SCHEME
15. AUTHORIZE THE DIRECTORS TO GRANT OPTIONS TO FRENCH Management For
EMPLOYEES UNDER THE DIXONS GROUP UNAPPROVED EMPLOYEE
OPTION SCHEME 2000 THE UNAPPROVED SCHEME AS
SPECIF IED
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIOLANUM SPA EGM Meeting Date: 09/08/2004
Issuer: T66932111 ISIN: IT0001279501 BLOCKING
SEDOL: 5535198, 5851708
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE STATUTE Management
- ------------------------------------------------------------------------------------------------------------------------------------
OCE NV, VENLO EGM Meeting Date: 09/08/2004
Issuer: 674627104 ISIN: NL0000354934 BLOCKING
SEDOL: 5446751, 5447033, 5447044
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING OF THE MEETING Non-Voting
2. ADOPT THE REMUNERATION POLICY OF THE BOARD OF Management
MANAGEMENT AND APPROVE THE LONG TERM EQUITY PLAN
3. AMEND THE ARTICLES OF ASSOCIATION Management
4. ANNOUNCEMENTS, ANY OTHER BUSINESS AND CLOSING Other
OF THE MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
BENETTON GROUP SPA, PONZANO EGM Meeting Date: 09/09/2004
Issuer: T1966F139 ISIN: IT0003106777 BLOCKING
SEDOL: 7128563, B0203F3
- ------------------------------------------------------------------------------------------------------------------------------------
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
10 SEP 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. AMEND THE ARTICLES 3,8,9,14,16 AND 19 OF THE Management
BY-LAWS; THE RESOLUTIONS RELATED THERETO
2. AUTHORIZE THE BOARD OF DIRECTORS, AS PER ARTICLE Management
2443 OF THE ITALIAN CIVIL COD E, TO INCREASE
THE STOCK CAPITAL, IN ONE OR MORE INSTALMENTS,
IN FIVE YEARS TE RM AND WITHOUT OPTION RIGHT,
UP TO A MAXIMUM AMOUNT OF EUR 6,500,000.00 BY
ISS UING A MAXIMUM NUMBER OF 5,000,000 NEW ORDINARY
SHARES, TO BE RESERVED TO THE COMPANY AND CONTROLLED
COMPANIES EMPLOYEES STOCK OPTION PLAN; AMEND
THE ARTIC LE 5 OF THE BY-LAWS; THE RESOLUTIONS
RELATED THERETO
- ------------------------------------------------------------------------------------------------------------------------------------
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC EGM Meeting Date: 09/09/2004
Issuer: G8566X133 ISIN: GB0006616899
SEDOL: 0661689, 5688746, B01DQ10
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DISPOSAL OF THE UK LIFE OPERATIONS Management For
OF ROYAL & SUN ALLIANCE TO RESO LUTION LIFE LIMITED
THE DISPOSAL , SUBJECT TO THE CONDITIONS OF
THE SALE AGRE EMENT DATED 30 JUL 2004 AND AUTHORIZE
THE DIRECTORS OF THE COMPANY OR ANY DUL Y CONSTITUTED
COMMITTEE THEREOF TO MAKE ANY NON-MATERIAL AMENDMENT,
VARIATION , WAIVER OR EXTENSION TO THE TERMS
OR CONDITIONS OF THE DISPOSAL WHICH THE DIR ECTORS
CONSIDER REASONABLE AND IN THE BEST INTERESTS
OF SHAREHOLDERS AS A WHOL E AND TO DO ALL SUCH
OTHER THINGS AS THEY MAY CONSIDER NECESSARY,
EXPEDIENT OR DESIRABLE IN CONNECTION WITH THE
DISPOSAL
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA MEDIA SPA, TORINO EGM Meeting Date: 09/10/2004
Issuer: T92765121 ISIN: IT0001389920 BLOCKING
SEDOL: 5843642, 5846704, 7184833, B01DRM8
- ------------------------------------------------------------------------------------------------------------------------------------
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
13 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 STOCK CAPITAL INCREASE BY ISSUING Management
FROM A MINIMUM NUMBER OF 473,566 ,962 TO A MAXIMUM
NUMBER OF 591,958,700 ORDINARY SHARES FACE VALUE
EUR 0.03 AND FROM A MINIMUM NUMBER OF 7,940,702
TO A MAXIMUM NUMBER OF 9,925,875 SAVING SHARES
FACE VALUE EUR 0.03 TO BE RESERVED TO SHAREHOLDERS;
AMEND ARTICLE 5 OF THE BY-LAW ACCORDINGLY; RESOLUTION
RELATED THERE TO
- ------------------------------------------------------------------------------------------------------------------------------------
CENTRO PROPERTIES GROUP EGM Meeting Date: 09/13/2004
Issuer: Q22273132 ISIN: AU000000CEP9
SEDOL: 6085915
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ROLLOVER Management For
2. APPROVE THE FUTURE MERGER WITH CMCS28 Management For
3. APPROVE THE FUTURE EQUITY RAISING Management For
- ------------------------------------------------------------------------------------------------------------------------------------
MARCONI CORP PLC, LONDON AGM Meeting Date: 09/13/2004
Issuer: G5812N125 ISIN: GB0033354423
SEDOL: 3335442
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS THEREON , FOR THE YE 31 MAR 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 MAR 2004
3. RE-APPOINT MR. D.F. MCWILLIAMS AS A DIRECTOR Management For
OF THE COMPANY
4. RE-APPOINT MR. P.S. BINNING AS A DIRECTOR OF Management For
THE COMPANY
5. RE-APPOINT MR. P.C.F. HICKSON AS A DIRECTOR OF Management For
THE COMPANY
6. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY
7. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
7.1 OF THE COMPANY S ARTIC LES OF ASSOCIATION,
TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM
NOMINAL AMOUN T OF GBP 16,668,000; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
N EXT AGM OF THE COMPANY OR 13 DEC 2005 ; AND
ALL PREVIOUS UNUTILIZED AUTHORITIE S UNDER SECTION
80 OF THE COMPANIES ACT 1985 SHALL CEASE TO HAVE
EFFECT SAVE TO THE EXTENT THAT THE SAME ARE
EXERCISABLE PURSUANT TO SECTION 80(7) OF THE
C OMPANIES ACT 1985 BY REASON OF ANY OFFER OR
AGREEMENT MADE PRIOR TO THE DATE O F THIS RESOLUTION
WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES
TO BE ALLOT TED ON OR AFTER THAT DATE
S.9 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
7.2 OF THE COMPANY S ARTIC LES OF ASSOCIATION,
TO ALLOT EQUITY SECURITIES FOR CASH WITH SECTION
94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURI TIES: A) IN CONNECTION
WITH A RIGHTS ISSUE; B) HAVING NOMINAL AMOUNT
NOT EXCEE DING IN AGGREGATE GBP 2,500,000; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUS ION OF THE
NEXT AGM OF THE COMPANY OR 13 DEC 2005 ; AND
ALL PREVIOUS AUTHORITI ES UNDER SECTION 95 OF
THE COMPANIES ACT 1985 SHALL CEASE TO HAVE EFFECT
S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES ACT 1985 OF UP
TO 20,000,000 ORDINARY SHARES 10% OF THE ISSUED
SHARE CAPITAL OF 25P EACH IN THE CAPITAL OF THE
COMPANY ORDINARY SHARES , AT A MINIMUM PR ICE
OF 25P PER ORDINARY SHARE IN EACH CASE EXCLUSIVE
OF EXPENSES AND ADVANCE CORPORATION TAX IF ANY
PAYABLE BY THE COMPANY AND AN AMOUNT EQUAL
TO 105% O F THE AVERAGE OF THE MIDDLE MARKET
PRICES FOR ORDINARY SHARES IN THE LONDON ST OCK
EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS
DAYS PRECEDING THE DATE O F PURCHASE; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM O F THE COMPANY OR 13 DEC 2005 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONT RACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTL Y AFTER SUCH EXPIRY
11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347 OF THE COMPANIES ACT 198 5 THE ACT , TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS,
AS DEFINED IN TH E ACT, NOT EXCEEDING GBP 50,000
PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL
E XPENDITURE, AS DEFINED IN THE ACT, NOT EXCEEDING
GBP 50,000 PER ANNUM IN TOTAL , DURING THE PERIOD
OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION
12. AUTHORIZE THE MARCONI COMMUNICATIONS LIMITED Management For
A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN
ACCORDANCE WITH SECTION 347 OF THE COMPANIES
ACT 1985 THE ACT , T O MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS, AS DEFINED IN THE ACT,
NOT EXC EEDING GBP 50,000 PER ANNUM IN TOTAL
AND TO INCUR EU POLITICAL EXPENDITURE, AS DEFINED
IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM
IN TOTAL, DURING THE P ERIOD OF 4 YEARS BEGINNING
WITH THE DATE OF THIS RESOLUTION
13. AUTHORIZE THE ALBANY PARTNERSHIP LIMITED A WHOLLY Management For
OWNED SUBSIDIARY OF THE COMP ANY, IN ACCORDANCE
WITH SECTION 347 OF THE COMPANIES ACT 1985 THE
ACT , TO MA KE DONATIONS TO EU POLITICAL ORGANIZATIONS,
AS DEFINED IN THE ACT, NOT EXCEEDI NG GBP 50,000
PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE, AS DEF INED IN THE ACT, NOT EXCEEDING
GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERIO
D OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION
14. AUTHORIZE THE MARCONI COMMUNICATIONS GMBH A WHOLLY Management For
OWNED SUBSIDIARY OF THE COM PANY, IN ACCORDANCE
WITH SECTION 347 OF THE COMPANIES ACT 1985 THE
ACT , TO M AKE DONATIONS TO EU POLITICAL ORGANIZATIONS,
AS DEFINED IN THE ACT, NOT EXCEED ING GBP 50,000
PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE, AS DE FINED IN THE ACT, NOT EXCEEDING
GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERI
OD OF 4 YEARS BEGINNING WITH THE DATE OF THIS
RESOLUTION
15. AUTHORIZE THE MARCONI MONTAGE & INBETRIEBNAHME Management For
GMBH A WHOLLY OWNED SUBSIDIARY OF THE COMPANY,
IN ACCORDANCE WITH SECTION 347 OF THE COMPANIES
ACT 1985 THE ACT , TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS, AS DEFINED IN THE ACT, NOT EXCEEDING
GBP 50,000 PER ANNUM IN TOTAL AND TO INCUR EU
POLITICAL EXPENDIT URE, AS DEFINED IN THE ACT,
NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL,
DURIN G THE PERIOD OF 4 YEARS BEGINNING WITH
THE DATE OF THIS RESOLUTION
16. AUTHORIZE THE MARCONI COMMUNICATIONS SPA A WHOLLY Management For
OWNED SUBSIDIARY OF THE COMP ANY, IN ACCORDANCE
WITH SECTION 347 OF THE COMPANIES ACT 1985 THE
ACT , TO MA KE DONATIONS TO EU POLITICAL ORGANIZATIONS,
AS DEFINED IN THE ACT, NOT EXCEEDI NG GBP 50,000
PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE, AS DEF INED IN THE ACT, NOT EXCEEDING
GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERIO
D OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION
17. AUTHORIZE THE MARCONI SUD SPA A WHOLLY OWNED Management For
SUBSIDIARY OF THE COMPANY, IN ACC ORDANCE WITH
SECTION 347 OF THE COMPANIES ACT 1985 THE ACT
, TO MAKE DONATION S TO EU POLITICAL ORGANIZATIONS,
AS DEFINED IN THE ACT, NOT EXCEEDING GBP 50,0
00 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE, AS DEFINED IN THE ACT, NOT EXCEEDING
GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERIOD
OF 4 YEAR S BEGINNING WITH THE DATE OF THIS RESOLUTION
18. APPROVE: A) THE MARCONI SHARESAVE PLAN THE SHARESAVE Management For
PLAN SUBJECT TO ANY AM ENDMENTS REQUIRED BY
THE INLAND REVENUE IN ORDER TO OBTAIN APPROVAL
TO THE SHA RESAVE PLAN UNDER THE INCOME TAX
EARNINGS AND PENSIONS ACT 2003; B) THAT THE
DIRECTORS OF THE COMPANY BE AUTHORIZED TO DO
ALL ACTS AND THINGS WHICH THEY M AY CONSIDER
NECESSARY OR EXPEDIENT FOR THE PURPOSES OF IMPLEMENTING
AND GIVING EFFECT TO THE SHARESAVE PLAN; AND
C) THAT THE DIRECTORS OF THE COMPANY BE AUT HORIZED
TO ESTABLISH FURTHER SHARE PLANS BASED ON THE
SHARESAVE PLAN FOR THE B ENEFIT OF EMPLOYEES
OF THE COMPANY OR ITS SUBSIDIARIES AS DEFINED
IN THE COMP ANIES ACT 1985 RESIDENT OUTSIDE
THE UNITED KINGDOM MODIFIED TO TAKE ACCOUNT O
F LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS
IN OVERSEAS TERRITORIES, PROV IDED THAT ANY ORDINARY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
MUST BE TREATED AS COUNTING AGAINST ANY INDIVIDUAL
OR OVERALL LIMITS CONTAINED IN THE SHARESAVE PLAN
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
REVISED WORDING OF THE RESOLUTI ONS. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
BANCA ANTONIANA POPOLARE VENETA SPA, PADOVA EGM Meeting Date: 09/14/2004
Issuer: T1211K107 ISIN: IT0003270102 BLOCKING
SEDOL: 7340817, B06MTF7
- ------------------------------------------------------------------------------------------------------------------------------------
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 SEP 2004 (AND A THIRD CALL ON 16 SEP 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN
DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES
WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS CANCELLED. THANK YOU.
1. AMEND ARTICLE 2 TERM OF OFFICE , ARTICLE 3 Management
LEGAL SEAT AND BRANCHES , ARTICLE 5 STOCK CAPITAL
, ARTICLE 9 MEETING CALLS , ARTICLE 10 MEETING
TYPES , ART ICLE 11 SHAREHOLDERS MEETINGS PARTICIPATION
AND REPRESENTATIVES , ARTICLE 12 SHAREHOLDERS
MEETINGS CHAIRMANSHIP , ARTICLE 15 SHAREHOLDERS
MEETINGS MIN UTES , ARTICLE 16 BOARD OF DIRECTORS
COMPOSITION AND THEIR APPOINTMENT , ARTI CLE
17 DIRECTORS REPLACEMENT , ARTICLE 18 DIRECTORS
TASKS , ARTICLE 19 BOAR D OF DIRECTORS CHAIRMAN
POWER , ARTICLE 21 BOARD OF DIRECTORS CALLS
, ARTICLE 22 BOARD OF DIRECTORS RESOLUTIONS
, ARTICLE 24 BOARD OF DIRECTORS POWER , A RTICLE
25 EXECUTIVE COMMITTEE , ARTICLE 26 POWER OF
ATTORNEY , ARTICLE 27 I NTERNAL AUDITORS , ARTICLE
28 INTERNAL AUDITORS TERM OF OFFICE), ARTICLE
29 INTERNAL AUDITORS CALLS AND POWER , ARTICLE
30 GENERAL MANAGEMENT OF THE BY- LAW AND INTRODUCE
THE NEW ARTICLE 32 ON ACCOUNTING CONTROL; APPROVE
THE CONSEQ UENT ARTICLES RENUMBERING; AMEND THE
CURRENT ARTICLE 32 POWERS OF SIGNATURE AND DELETE
THE CURRENT ARTICLE 38 TEMPORARY REGULATION
AND RESOLUTION RELATE D THERE TO AND POWER BESTOWAL
- ------------------------------------------------------------------------------------------------------------------------------------
LUXOTTICA GROUP SPA, MILANO MIX Meeting Date: 09/14/2004
Issuer: T6444Z110 ISIN: IT0001479374 BLOCKING
SEDOL: 4800659
- ------------------------------------------------------------------------------------------------------------------------------------
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
16 SEP 2004.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CAL LS 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
O.1 APPROVE TO STATE 12 AS A BOARD OF DIRECTORS Management
NUMBER; AND APPOINT THE CO-OPTED DIRECTOR ON
27 JUL 2004 AND APPOINT OTHER 3 BOARD OF DIRECTORS
MEMBERS
O.2 APPROVE TO STATE THE BOARD OF DIRECTORS EMOLUMENTS Management
FROM 01 SEP 2004 TILL THE APPROVAL OF THE BALANCE
SHEET REPORT AS OF 31 DEC 2004
O.3 APPROVE THE MEETING REGULATIONS Management
E.1 APPROVE TO WRITE OFF THE 2 SUB-SECTIONS OF THE Management
ARTICLE 32 OF THE BYLAWS; AND R ESOLUTIONS RELATED
THERETO
- ------------------------------------------------------------------------------------------------------------------------------------
ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE AGM Meeting Date: 09/15/2004
Issuer: B26882165 ISIN: BE0003775898 BLOCKING
SEDOL: 5806225, 5821154
- ------------------------------------------------------------------------------------------------------------------------------------
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. APPROVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS, Management
THE REPORT OF STATUTORY A UDITOR AND THE REPORT
OF THE WORKS COUNCIL
2. APPROVE: A) THE ANNUAL ACCOUNTS OF THE COMPANY Management
CLOSED ON 31 MAR 2004; AND B) T HE ANNUAL CONSOLIDATED
ACCOUNTS OF THE COLRUYT GROUP CLOSED ON 31 MAR
2004
3. APPROVE: A.1) THE REPORT OF THE BOARD OF DIRECTORS Management
OF 28 JUN 2004 ON A DIVIDEN D PAYMENT IN THE
FORM OF SHARES OF N.V. DOLMEN COMPUTER APPLICATIONS;
A.2) THE DECISION TO GRANT 1 N.V. DOLMEN COMPUTER
APPLICATIONS SHARE IN EXCHANGE FOR 9 NO. 5 COUPONS;
B) THE DECISION TO GRANT A GROSS DIVIDEND OF
2 EUR PER SHARE I N EXCHANGE FOR COUPON NO.6
4. APPROVE THE DISTRIBUTION OF PROFITS: A) OF ORDINARY Management
DIVIDEND: COUPON NO.6; B) THE ADDITIONAL DIVIDEND:
1 DOLMEN COMPUTER APPLICATIONS SHARE IN EXCHANGE
FOR 9 NO. 5 COUPONS OF THE COLRUYT SHARES THE
DEFINITIVE VALUATION WILL BE DETERMI NED ON 21
SEP 2004 ON THE BASIS OF THE PRICE OF THE DOLMEN
COMPUTER APPLICATIO NS SHARE IN THE PRICE LIST
OF 20 SEP 2004 OFFICIAL JOURNAL 20 SEP 2004
5. APPROVE THAT THE DISTRIBUTION OF PROFITS TO THE Management
EMPLOYEES OF THE COMPANY, WHO HAVE OPTED FOR
RECEIVING THEIR PARTICIPATION IN THE PROFITS
REFERRED TO IN RES OLUTION 4, IN THE FORM OF
SHARES, SHALL BE PAID WITH THE OWN SHARES OF
N.V. ET N. FR. COLRUYT REPURCHASED BY THE COMPANY
6. GRANT DISCHARGE TO THE DIRECTORS Management
7. GRANT DISCHARGE TO THE STATUTORY AUDITOR Management
8. RE-APPOINT THE STATUTORY AUDITOR Management
9. APPROVE THE REMUNERATION OF THE STATUTORY AUDITOR Management
10. RE-APPOINT THE MANDATE AS A DIRECTOR OF MR. JEF Management
COLRUYT FOR THE TERM OF 6 YEAR S; AUTHORITY
EXPIRES AT THE END OF YEAR 2010
11. ANY OTHER BUSINESS Other
- ------------------------------------------------------------------------------------------------------------------------------------
JAMES HARDIE INDUSTRIES NV AGM Meeting Date: 09/15/2004
Issuer: N4723D104 ISIN: AU000000JHX1
SEDOL: 6412977
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN ANNUAL INFORMATION Non-Voting
MEETING. 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
1. RECEIVE AND ADOPT THE ANNUAL ACCOUNTS OF THE Non-Voting
COMPANY FOR THE FYE 31 MAR 2004 A ND PUBLISH
IN THE ENGLISH LANGUAGE
2. RE-APPOINT MR. J.D. BARR AS THE MEMBER OF THE Non-Voting
SUPERVISORY AND JOINT BOARDS, WH O RETIRES IMMEDIATELY
FOLLOWING THIS AGM
3. APPROVE THE ISSUE OF ORDINARY SHARES IN THE COMPANY Non-Voting
TO MR. J.D. BARR ON THE TE RMS OF THE COMPANY
S SUPERVISORY BOARD SHARE PLAN
4. AUTHORIZE THE MANAGING BOARD IRREVOCABLY TO CAUSE Non-Voting
THE COMPANY TO ACQUIRE SHARE S IN THE CAPITAL
OF THE COMPANY FOR VALUABLE CONSIDERATION WITHIN
THE PRICE RA NGE AS SPECIFIED FOR 18 MONTHS,
WHETHER AS AN ON OR OFF FINANCIAL MARKET PURCH
ASE AND UP TO THE MAXIMUM NUMBER OF SHARES AS
PERMITTED BY DUTCH LAW
- ------------------------------------------------------------------------------------------------------------------------------------
STE AIR FRANCE, ROISSY CHARLES DE GAULLE MIX Meeting Date: 09/15/2004
Issuer: F1768D113 ISIN: FR0000031122 BLOCKING
SEDOL: 4916039, 5573347, B010YS4
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT, THE GENERAL Management
AUDITORS REPORT AND APPROVE THE ACCOUNTS AND
THE BALANCE SHEET FOR THE FY 2003 & 2004
O.2 RECEIVE THE BOARD OF DIRECTORS REPORT, THE GENERAL Management
AUDITORS REPORT AND APPROVE THE CONSOLIDATED
ACCOUNTS FOR THE FY 2003 & 2004
O.3 ACKNOWLEDGE THAT FOR THE FY 2003 & 2004, THE Management
LOSS IS EUR 425,558,365.42; BALAN CE CARRIED
FORWARD: SAME AMOUNT AND APPROVE TO CHECK THE
ACCOUNT BALANCE BROUG HT FORWARD BY DEBIT AT
THE LEVEL OF 245,967,889.61 ON THE ACCOUNT OTHER
RESERV ES AT THE LEVEL OF 206,590,475.81 ON THE
ACCOUNT SHARE PREMIUMS GLOBAL DIVIDEN D: EUR
13,347,410.35; NET DIVIDEND PER SHARE: EUR 0.05;
FRENCH TAX CREDIT: EUR 0.025
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF ARTI CLE L. 225-38 AND
FOLLOWING OF THE FRENCH COMMERCIAL LAW
O.5 AUTHORIZE THE DIRECTOR, ACCORDING TO THE ARTICLE Management
L. 225-209 OF THE COMMERCIAL LAW, TO BUY IN ONE
OR SEVERAL TIMES THE OWN SHARES OF THE COMPANY
IN LIMIT OF 5% OF THE SHARE CAPITAL AND THE ASSEMBLY
FIXES TO EUR 25 THE MAXIMAL PRICE OF PURCHASE;
AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS
AND CANCELS AND REPLAC ES THAT PREVIOUSLY GIVEN
BY AT THE MEETING ON 1 JUL 2003
O.6 RENEW THE TERM OF OFFICE OF CABINET DELOITTE Management
TOUCHE TOHMATSU AS THE STATUTORY AUDITOR FOR
A PERIOD OF 6 YEARS
O.7 RENEW THE TERM OF OFFICE OF B.E.A.S. AS THE DEPUTY Management
AUDITOR FOR A PERIOD OF 6 Y EARS
O.8 RATIFY THE COOPTATION OF MR. M. GIANCARLO CIMOLI Management
AS A DIRECTOR FOR A PERIOD OF 6 YEARS
O.9 ELECT A DIRECTOR REPRESENTING THE WAGE EARNERS Management
SHAREHOLDERS OF THE TECHNICAL C REWS
O.10 ELECT A DIRECTOR REPRESENTING THE WAGE EARNERS Management
SHAREHOLDERS OF THE OTHER STAFF S
E.11 APPROVE IN ALL ITS DISPOSAL THE TREATY OF PARTIAL Management
CONTRIBUTION OF ASSET WITH A IR FRANCE AIRLINE
COMPANY TO BE PAID BY FORGIVENESS BY AIR FRANCE
- AIRLINE CO MPANY OF 126,668,775 NEW SHARES
ALLOCATED TO COMPANY AIR FRANCE
E.12 APPROVE THE GLOBAL AMOUNT OF THE PREMIUM OF CONTRIBUTION Management
AMOUNTING TO EUR 1,15 8,974,511.16
E.13 ACKNOWLEDGE THAT THE PARTIAL CONTRIBUTION OF Management
ASSET ACTIVE PERSON WILL BE REA LIZED FOR GOOD
ONLY AT THE CONCLUSION OF THE EGM OF AIR FRANCE-AIRLINE
COMPANY
E.14 APPROVE TO SUPPRESS ARTICLE 20, TO INSERT A NEW Management
ARTICLE 28 AND RE-NUMBER ARTIC LES 21-36 AND
TO AMEND THE ARTICLE OF ASSOCIATION S NUMBER
2, 3, 17, 20, 23, 2 4, 28
O.15 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
- ------------------------------------------------------------------------------------------------------------------------------------
THOMSON MIX Meeting Date: 09/15/2004
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.
- ------------------------------------------------------------------------------------------------------------------------------------
CIE FINANCIERE RICHEMONT AG, ZUG AGM Meeting Date: 09/16/2004
Issuer: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: 7151116
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BUSINESS REPORT Management
2. APPROVE THE APPROPRIATION OF PROFITS Management
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management
4. ELECT THE BOARD OF DIRECTORS Management
5. ELECT THE AUDITORS Management
* 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
- ------------------------------------------------------------------------------------------------------------------------------------
KEYENCE CORP AGM Meeting Date: 09/16/2004
Issuer: J32491102 ISIN: JP3236200006
SEDOL: 5998735, 6490995, B02HPZ8
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against
DIVIDENDS: INTERIM JY 0, FINAL JY 5, SPECIAL
JY 0
2 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
BERKELEY GROUP PLC CRT Meeting Date: 09/17/2004
Issuer: G10248105 ISIN: GB0000941772
SEDOL: 0094177
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT TO BE MADE Management For
BETWEEN THE COMPANY AND THE SCHEM E SHAREHOLDERS
AS DEFINED IN THE SCHEME OF ARRANGEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
CENTRO PROPERTIES GROUP AGM Meeting Date: 09/17/2004
Issuer: Q22273132 ISIN: AU000000CEP9
SEDOL: 6085915
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Management For
THE COMPANY, THE TRUST AND THE CE NTRO PROPERTIES
GROUP COMPRISING THE COMPANY AND THE TRUST
AND THE REPORTS O F THE DIRECTORS AND THE AUDITOR
FOR THE YE 30 JUN 2004
2.a ELECT MR. SAMUEL KAVOURAKIS AS A DIRECTOR OF Management For
THE COMPANY, IN ACCORDANCE WITH R ULE 15.2(B)
OF THE CONSTITUTION OF THE COMPANY
2.b ELECT MR. LOUIS PETER WILKINSON AS A DIRECTOR Management For
OF THE COMPANY, IN ACCORDANCE WI TH RULE 15.2(B)
OF THE CONSTITUTION OF THE COMPANY
2.c RE-ELECT MR. LAWRENCE ALBERT WILSON AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
RULE 15.2(C) OF THE CONSTITUTION OF THE COMPANY
2.d RE-ELECT MR. DAVID DOUGLAS HEYDON GRAHAM AS A Management For
DIRECTOR OF THE COMPANY, WHO RET IRES IN ACCORDANCE
WITH RULE 15.2(C) OF THE CONSTITUTION OF THE COMPANY
1.a APPROVE THAT THE MAXIMUM AGGREGATE REMUNERATION Management For
WHICH MAY BE PAID EACH YEAR BY THE COMPANY TO
ITS DIRECTORS UNDER RULE 15.3(A) OF THE CONSTITUTION
OF THE CO MPANY SHALL BE INCREASED FROM AUD 700,000
TO AUD 1,250,000 EXCLUDING ANY REMU NERATION
FOR EXTRA SERVICES OR SPECIAL EXERTIONS DETERMINED
BY THE DIRECTORS U NDER RULE 15.3(F) OF THE CONSTITUTION
TO BE PAID IN ADDITION TO ANY REMUNERATI ON UNDER
RULE 15.3(A) OF THE CONSTITUTION
S.1.b AMEND, SUBJECT TO AND CONDITIONAL ON THE APPROVAL Management For
OF THE RESOLUTION 1.A, THE C ONSTITUTION OF THE
COMPANY BY REPLACING CLAUSE 15.3(A) WITH A NEW
CLAUSE
- ------------------------------------------------------------------------------------------------------------------------------------
CENTRO PROPERTIES GROUP CRT Meeting Date: 09/17/2004
Issuer: Q22273132 ISIN: AU000000CEP9
SEDOL: 6085915
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT PURSUANT TO AND IN ACCORDANCE WITH Management For
SECTION 411 OF THE CORPORATION S ACT, THE SHARE
SCHEME, THE TERMS OF WHICH ARE CONTAINED IN AND
MORE PARTICUL ARLY AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
JAMES HARDIE INDUSTRIES NV AGM Meeting Date: 09/17/2004
Issuer: N4723D104 ISIN: AU000000JHX1
SEDOL: 6412977
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ANNUAL ACCOUNTS OF THE Management
COMPANY FOR THE FYE 31 MAR 2004 A ND PUBLISH
IN THE ENGLISH LANGUAGE
2. RE-APPOINT MR. J.D. BARR AS THE MEMBER OF THE Management
SUPERVISORY AND JOINT BOARDS, WH O RETIRES IMMEDIATELY
FOLLOWING THIS AGM
3. APPROVE THE ISSUE OF ORDINARY SHARES IN THE COMPANY Management
TO MR. J.D. BARR ON THE TE RMS OF THE COMPANY
S SUPERVISORY BOARD SHARE PLAN
4. AUTHORIZE THE MANAGING BOARD IRREVOCABLY TO CAUSE Management
THE COMPANY TO ACQUIRE SHARE S IN THE CAPITAL
OF THE COMPANY FOR VALUABLE CONSIDERATION WITHIN
THE PRICE RA NGE AS SPECIFIED FOR 18 MONTHS,
WHETHER AS AN ON OR OFF FINANCIAL MARKET PURCH
ASE AND UP TO THE MAXIMUM NUMBER OF SHARES AS
PERMITTED BY DUTCH LAW
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE EXCHANGE LTD EGM Meeting Date: 09/17/2004
Issuer: Y79946102 ISIN: SG1J26887955
SEDOL: 6303866
- ------------------------------------------------------------------------------------------------------------------------------------
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 0.01 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 110%
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 A ND/OR AUTHORIZED BY THIS RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE NEX T AGM
OF THE COMPANY OR THE DATE OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY THE LAW
- ------------------------------------------------------------------------------------------------------------------------------------
VA TECHNOLOGIE AG, LINZ EGM Meeting Date: 09/21/2004
Issuer: A8868F109 ISIN: AT0000937453 BLOCKING
SEDOL: 4921635, 5180617
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 AUTHORIZE, IN ACCORDANCE TO ARTICLE 169 OF THE Management
COMPANIES ACT, THE MANAGEMENT B OARD TO INCREASE
THE CAPITAL BY EUR 27,842,355.00 BY ISSUING UP
TO 3,829,760 S HARES
1.2 APPROVE THE CONTESTED REJECTION OF THE PROPOSAL Management
TO NUMBER 7, THE INCREASE OF C APITAL BY EUR
49,072,500.00 BY ISSUING UP TO 6,750,000 SHARES
OF THE MEETING A GENDA OF THE 13TH AGM DATED
29 APR 2004
2. APPROVE THE CONTESTED REJECTION OF THE PROPOSAL Management
TO NUMBER 5, ELECTION OF THE A UDITORS FOR THE
FY 2003, OF THE MEETING AGENDA OF THE 13TH AGM
DATED 29 APR 20 04
- ------------------------------------------------------------------------------------------------------------------------------------
RYANAIR HOLDINGS PLC AGM Meeting Date: 09/23/2004
Issuer: G7727C137 ISIN: IE0031117611
SEDOL: 3111761, 3113864, 7297162, B01ZL22
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ACCOUNTS FOR THE YE 31 Management For
MAR 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2.a RE-ELECT MR. MICHAEL HORGAN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
2.b RE-ELECT MR. KYRAN MCLAUGHLIN AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH TH E ARTICLES
OF ASSOCIATION
2.c RE-ELECT MR. PAOLO PIETROGRANDE AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
2.d RE-ELECT DR. T.A. RYAN AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE ARTIC LES OF ASSOCIATION
3. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
4. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ACCORDANCE Management For
WITH THE PROVISIONS OF S ECTION 20(3) OF THE
COMPANIES AMENDMENT ACT 1983 THE ACT , TO
ALLOT AND ISS UE RELEVANT SECURITIES SECTION
20 OF THE 1983 ACT AND TO ALLOT AND ISSUE ANY
SHARES PURCHASED BY THE COMPANY PURSUANT TO THE
PROVISIONS OF PART XI COMPANI ES ACT 1990 AND
HELD AS TREASURY SHARES, THE MAXIMUM AMOUNT OF
RELEVANT SECURI TIES AS AFORESAID WHICH MAY BE
ALLOTTED UNDER THIS AUTHORITY WILL BE THE AUTHO
RIZED BUT AS YET UNISSUED SHARE CAPITAL OF THE
COMPANY AS AT THE CLOSE OF BUSI NESS ON THE DATE
OF PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES
ON 23 SEP 2 009 ; AND THE COMPANY MAY MAKE AN
OFFER OR AGREEMENT BEFORE THE EXPIRY OF THIS
AUTHORITY OR UNDER ANY RENEWAL THEREOF, WHICH
WOULD OR MIGHT REQUIRE ANY SUCH SECURITIES TO
BE ALLOTTED OR ISSUED AFTER EXPIRY OF THIS AUTHORITY
AND THE DI RECTORS MAY ALLOT AND ISSUE SUCH SECURITIES
IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS
IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED
S.5 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
23 AND SECTION 24(1) OF THE COMPA NIES AMENDMENT
ACT, 1983 THE 1983 ACT , TO ALLOT EQUITY SECURITIES
SECTION 23 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY ON THE DIRECTORS UNDER SE CTION
20 OF THE 1983 ACT BY RESOLUTION 4, DISAPPLYING
THE STATUTORY PRE-EMPTIO N RIGHTS SECTION 23(1)
OF THE 1983 ACT , PROVIDED THAT THIS POWER BE
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) TO THE EXERCISE OF ANY OPTION GRANTE D PURSUANT
TO THE RYANAIR HOLDINGS PLC SHARE OPTION PLANS
OF 1998, 2000 AND 20 03; B) IN CONNECTION WITH
RIGHTS ISSUE IN FAVOR OF SHAREHOLDERS WHERE THE
EQUI TY SECURITIES ARE ISSUED PROPORTIONATELY
TO THE RESPECTIVE NUMBERS OF SHARES H ELD BY
SUCH SHAREHOLDERS BUT SUBJECT TO SUCH EXCLUSIONS
AS THE DIRECTORS MAY D EEM FIT TO DEAL WITH FRACTIONAL
ENTITLEMENTS OR LEGAL AND PRACTICAL PROBLEMS
A RISING IN OR IN RESPECT OF ANY OVERSEAS TERRITORY;
AND C) UP TO AN AGGREGATE N OMINAL VALUE OF EUR
533,400 5% ISSUED SHARE CAPITAL OF THE COMPANY
; AUTHORI TY EXPIRES THE EARLIER OF THE NEXT
AGM OF THE COMPANY OR 15 MONTHS ; AND THE D IRECTORS
MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH
AN OFFER OR AGREEMEN T AS IF THE POWER CONFERRED
HEREBY HAD NOT EXPIRED
- ------------------------------------------------------------------------------------------------------------------------------------
CARLTON COMMUNICATIONS PLC EGM Meeting Date: 09/27/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
DEUTSCHE OFFICE TRUST EGM Meeting Date: 09/27/2004
Issuer: Q3179Z111 ISIN: AU000000DOT8
SEDOL: 6137504
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED Meeting Attendance Requested
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management Take No Action
2, S.3, 4 AND 5 AND THE PASSING OF THE RESOLUTIONS
AT THE MEETING OF THE UNITHOLDERS OF DIT AND
DDF AS SPECI FIED AND IN ACCORDANCE WITH SECTION
601GC(1)(A) OF THE CORPORATIONS ACT 2001, THE
REPLACEMENT OF THE CONSTITUTION OF THE TRUST
IN ACCORDANCE WITH THE DOT S UPPLEMENTAL DEEP
POLL
2. APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management Take No Action
S.1, S.3, 4 AND 5 AND THE PASSI NG OF THE RESOLUTIONS
AT THE MEETING OF THE UNITHOLDERS OF DIT AND
DDF AS SPE CIFIED , TO CHOSE DB RREEF FUNDS
MANAGEMENT LIMITED ACN 060 920 783 AS THE N
EW RESPONSIBLE ENTITY OF THE TRUST
S.3 APPROVE, SUBJECT TO SATISFACTION OR, WHERE POSSIBLE, Management Take No Action
WAIVER OF THE CONDITION S PRECEDENT IN SECTION
19.2(A) AS SPECIFIED , THE IMPLEMENTATIONS OF
THE STAP LING OF UNITS IN THE TRUST TO UNITS
IN DIT, DDF AND DRO AND ASSOCIATED ACTIONS IN
SECTION 3 AS SPECIFIED
4. APPROVE, FOR THE PURPOSES OF ASX LISTING RULES Management Take No Action
7.1 AND 10.11, THE ISSUE OF UNI TS TO DEUTSCHE
BANK AG AS UNDERWRITER OF THE DISTRIBUTION REINVESTMENT
PLAN
5. APPROVE, IN ACCORDANCE WITH SECTION 611 ITEM Management Take No Action
7 OF THE CORPORATIONS ACT 2001 FO R DEUTSCHE
BANK AG AND ITS ASSOCIATES, TO ACQUIRE RELEVANT
INTERESTS IN UNITS INCREASING THEIR VOTING POWER
IN THE TRUST TO UP TO 35%
- ------------------------------------------------------------------------------------------------------------------------------------
SEAT PAGINE GIALLE SPA, MILANO MIX Meeting Date: 09/27/2004
Issuer: T8380H104 ISIN: IT0003479638 BLOCKING
SEDOL: 7646593, 7743621
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE BALANCE SHEET AS AT 31 DEC 2003; Management
APPOINT A DIRECTOR; APPROVE THE R EMUNERATION
OF A DIRECTOR AND CONSEQUENT DELIBERATIONS
E.1 AMEND THE STATUTE AND CONSEQUENT DELIBERATIONS Management
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
28 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
- ------------------------------------------------------------------------------------------------------------------------------------
AUSTRALIAN STOCK EXCHANGE LTD AGM Meeting Date: 09/28/2004
Issuer: Q1080Z105 ISIN: AU000000ASX7
SEDOL: 5560930, 6129222
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL REPORT, THE Non-Voting Non-Vote Proposal
DIRECTORS REPORT AND THE AUDIT OR S REPORT FOR
ASX AND ITS CONTROLLED ENTITIES FOR THE YE 30
JUN 2004
2. RECEIVE THE FINANCIAL STATEMENTS AND THE AUDITOR Non-Voting Non-Vote Proposal
S REPORT FOR THE NATIONAL GUA RANTEE FUND FOR
THE YE 30 JUN 2004
3. APPROVE, FOR ALL PURPOSES UNDER THE LISTING RULES Management For
INCLUDING LISTING RULE 10.14 FOR ASX, TO OFFER
AND ISSUE TO MR. ANTHONY D ALOISIO CONDITIONAL
ENTITLEMENTS TO FULLY PAID ORDINARY SHARES IN
ASX UNDER ASX S EXECUTIVE SHARE PLAN ON THE TERMS
SPECIFIED, AND TO ISSUE OR TRANSFER FULLY PAID
ORDINARY SHARES IN THE NU MBER, AT THE TIME,
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
CONTAINED IN T HE OFFER
4. APPROVE, FOR ALL PURPOSES UNDER THE CORPORATIONS Management For
ACT 2001 INCLUDING SECTION 20 8 FOR ASX, TO OFFER
AND ISSUE TO MR. ANTHONY D ALOISIO CONDITIONAL
ENTITLEMENT S TO FULLY PAID ORDINARY SHARES IN
ASX UNDER ASX S EXECUTIVE SHARE PLAN ON THE TERMS
SPECIFIED, AND TO ISSUE OR TRANSFER FULLY PAID
ORDINARY SHARES IN THE N UMBER, AT THE TIME,
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
CONTAINED IN THE OFFER
5. APPROVE TO INCREASE THE LIMIT ON TOTAL AGGREGATE Management For
REMUNERATION PER YEAR THAT MY BE PAID BY ASX
TO ITS NON-EXECUTIVE DIRECTORS BY AUD 500,000
FROM AUD 1.5 MIL LION TO AUD 2 MILLION
6. RE-ELECT MR. MICHAEL H. SHEPHERD AS A DIRECTOR Management For
OF ASX, WHO RETIRES IN ACCORDAN CE WITH THE CONSTITUTION
OF ASX
7. RE-ELECT MR. JAMES J. KENNEDY AS A DIRECTOR OF Management For
ASX, WHO RETIRES IN ACCORDANCE WITH THE CONSTITUTION
OF ASX
- ------------------------------------------------------------------------------------------------------------------------------------
MISYS PLC AGM Meeting Date: 09/28/2004
Issuer: G61572148 ISIN: GB0003857850
SEDOL: 0385785, 5655698
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
FINANCIAL STATEMENTS FOR T HE YE 31 MAY 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
MAY 2004
3. DECLARE A FINAL DIVIDEND OF 4.08P PER ORDINARY Management For
SHARE, PAYABLE IN CASH TO ALL S HAREHOLDERS ON
THE REGISTER AT THE CLOSE OF BUSINESS ON 30 JUL
2004
4. ELECT MR. IAN DYSON AS A DIRECTOR OF THE COMPANY Management For
5. RE-ELECT MR. TONY ALEXANDER AS A DIRECTOR OF Management For
THE COMPANY
6. RE-ELECT MR. HOWARD EVANS AS A DIRECTOR OF THE Management For
COMPANY
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE
DIRECTORS TO DETERMINE THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
6 OF THE ARTICLES OF ASSOC IATION OF THE COMPANY,
TO ALLOT RELEVANT SECURITIES OF UP TO A MAXIMUM
NOMINAL AMOUNT OF GBP 1,770,336; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM IN 2 005
S.9 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
7 OF THE ARTICLES OF ASSOC IATION OF THE COMPANY,
TO ALLOT EQUITY SECURITIES FOR CASH AND FOR THE
PURPOSE S OF PARAGRAPH (1)(B) OF THAT ARTICLE,
THIS AUTHORITY WILL BE LIMITED TO A NOM INAL
AMOUNT OF GBP 279,340; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM IN 2005 ; AND THE AUTHORITY
GIVEN TO THE DIRECTORS BY THIS RESOLUTION BE
EXTENDE D TO SALES FOR CASH FOR ANY SHARES WHICH
THE COMPANY MAY HOLD AS TREASURY SHAR ES
S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO A MAXIMUM NOMINAL VALUE OF GBP 532,228
ORDINARY SHARES I N THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDI
NARY SHARE IS AN AMOUNT EXCLUSIVE OF EXPENSES
EQUAL TO THE NOMINAL VALUE OF SUCH A SHARE AND
EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SHARE, AS DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR EACH
OF THE PREVIOUS 5 DEALING DAYS; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
11. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For
OR BECOMES A WHOLLY OWNED SUBSI DIARY OF THE
COMPANY DURING THE PERIOD TO WHICH THIS RESOLUTION
RELATES, IN AC CORDANCE WITH SECTION 347C OF
THE COMPANIES ACT 1985 THE ACT : A) TO MAKE
DON ATIONS TO EU POLITICAL ORGANIZATIONS NOT
EXCEEDING GBP 50,000 IN TOTAL; AND B) TO INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 50,000
IN TOTAL; AUTHORI TY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005
12. AMEND THE MISYS 1998 APPROVED SHARE OPTION PLAN; Management For
THE MISYS 1998 UNAPPROVED SHA RE OPTION PLAN;
THE MISYS 2000 SHARE OPTION PLAN; THE MISYS 2000
IRISH SHARESA VE SCHEME; THE MISYS 2001 SHARESAVE
SCHEME; AND THE MISYS PLC US STOCK PURCHAS E
PLAN 2002, RELATING TO THE DILUTION LIMITS AS
SPECIFIED ; AND AUTHORIZE THE DIRECTORS TO OBTAIN
THE FORMAL APPROVAL OF THE APPROPRIATE TAXATION
AUTHORITI ES TO ANY SUCH AMENDMENTS AND TO MAKE
ANY FURTHER AMENDMENTS NECESSARY IN ORDE R TO
OBTAIN SUCH FORMAL APPROVAL
13. APPROVE TO RENEW THE COMPANY S AUTHORITY TO MAKE Management For
AWARDS UNDER THE MISYS 1998 L ONG-TERM SHARE
INCENTIVE PLAN, THE MISYS 1998 APPROVED SHARE
OPTION PLAN AND T HE MISYS 1998 UNAPPROVED SHARE
OPTION PLAN ON THE BASIS CURRENTLY PERMITTED
UN DER THE 2001-2004 PROGRAMME, UNTIL THE CLOSE
OF THE AGM OF THE COMPANY IN 2008 AND APPROVE
THE AMENDMENTS TO THE RULES OF THESE PLANS IN
RELATION TO THIS CO NTINUED AUTHORITY AS SPECIFIED
14. AMEND THE MISYS 1998 APPROVED SHARE OPTION PLAN; Management For
THE MISYS 1998 UNAPPROVED SHA RE OPTION PLAN;
THE MISYS 1998 LONG-TERM SHARE INCENTIVE PLAN
AND THE MISYS 20 00 SHARE OPTION PLAN, RELATING
TO THE VESTING OF OPTIONS AND AWARDS ON THE CES
SATION OF EMPLOYMENT AND ON THE CORPORATE EVENTS
AS SPECIFIED ; AND AUTHORIZE THE DIRECTORS TO
OBTAIN THE FORMAL APPROVAL OF THE APPROPRIATE
TAXATION AUTHO RITIES TO ANY SUCH AMENDMENTS
AND TO MAKE ANY FURTHER AMENDMENTS NECESSARY
IN ORDER TO OBTAIN SUCH FORMAL APPROVAL
15. APPROVE THE RULES OF THE MISYS 2004 SHARE AWARD Management For
PLAN AS SPECIFIED ; AND AUTHO RIZE THE DIRECTORS
OF THE COMPANY TO ESTABLISH SCHEDULES TO OR FURTHER
SHARE P LANS BASED ON THE MISYS 2004 SHARE AWARD
PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX,
EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS
TERRITORIES PROVIDE D THAT ANY SHARES MADE AVAILABLE
UNDER ANY SUCH SCHEDULES OR FURTHER PLANS TRE
ATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL
AND OVERALL PARTICIPATION IN THE MISYS 2004 SHARE
AWARD PLAN
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal
REVISED WORDINGS OF THE RESOLUT IONS. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
FRIENDS PROVIDENT PLC EGM Meeting Date: 09/30/2004
Issuer: G6083W109 ISIN: GB0030559776
SEDOL: 3055977, B02SZ28
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT: (A) THE COMPANY S PARTICIPATION Management For
IN THE TRANSACTION (THE TRANSACT ION), COMPRISING
THE MERGER OF THE COMPANY S SUBSIDIARY, ISIS
ASSET MANAGEMENT PLC (ISIS), AND F&C GROUP (HOLDINGS)
LIMITED (F&C) BY WAY OF AN ACQUISITION O F THE
ENTIRE ISSUED SHARE CAPITAL OF F&C PURSUANT TO
THE SALE AND PURCHASE AGR EEMENT BETWEEN ISIS,
EUREKO B.V. AND F&C ASSET MANAGEMENT HOLDINGS
B.V. (FAMH) DATED 1 JUL 2004 (THE MERGER) AND
THE ISSUE TO THE COMPANY OF 145,365,679 NEW ISIS
ORDINARY SHARES FOR WHICH THE COMPANY WILL PAY
TO FAMH GBP 250,000,000 I N CASH AND ISSUE TO
FAMH NEW ORDINARY SHARES IN THE COMPANY WITH
A VALUE OF GB P 127,950,765 AND, IF APPLICABLE,
PAY THE RE-SET AMOUNT, IN EACH CASE PURSUANT
TO AND IN ACCORDANCE WITH THE TERMS OF THE CONSIDERATION
SHARE AGREEMENT BETW EEN THE COMPANY AND ISIS
DATED 1 JUL 2004 (THE CONSIDERATION SHARE AGREEMENT),
AND ALL AGREEMENTS AND ARRANGEMENTS ANCILLARY
TO THE TRANSACTION BE AND ARE H EREBY APPROVED
AND THAT THE DIRECTORS (OR ANY DULY AUTHORIZED
COMMITTEE THEREO F) BE AND ARE HEREBY AUTHORIZED
TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY OR
DESIRABLE IN RELATION THERETO (INCLUDING, IN
PARTICULAR, BUT WITHOUT LIMITATIO N TO EXERCISE
THE RIGHTS ATTACHING TO THE COMPANY S (AND ITS
SUBSIDIARIES) SHA REHOLDINGS IN ISIS TO VOTE
IN FAVOR OF THE MERGER AT THE EXTRAORDINARY GENERAL
MEETING OF ISIS TO BE HELD ON 4 OCT 2004 OR AT
ANY ADJOURNMENT THEREOF) AND T O CARRY THE SAME
INTO EFFECT WITH SUCH MODIFICATIONS, VARIATIONS,
REVISIONS OR AMENDMENTS (PROVIDING SUCH MODIFICATIONS,
VARIATIONS OR AMENDMENTS ARE NOT OF A MATERIAL
NATURE IN THE CONTEXT OF THE TRANSACTION AS A
WHOLE) AS THEY SHALL DEEM NECESSARY OR DESIRABLE
AT THEIR DISCRETION; AND (B) THE DIRECTORS BE
AND THEY ARE HEREBY GENERALLY AND UNCONDITIONALLY
AUTHORIZED IN ACCORDANCE WITH S ECTION 80 OF
THE COMPANIES ACT 1985 TO EXERCISE ALL OF THE
POWERS OF THE COMPA NY TO ALLOT RELEVANT SECURITIES
(AS DEFINED IN SECTION 80(2) OF THAT ACT) UP
T O AN AGGREGATE NOMINAL AMOUNT OF GBP 15,700,000
IN THE FORM OF ORDINARY SHARES OF 10 PENCE EACH
IN THE CAPITAL OF COMPANY TO BE ISSUED TO F&C
ASSET MANAGEME NT HOLDINGS B.V. PURSUANT TO THE
TERMS OF THE CONSIDERATION SHARE AGREEMENT IN
CONNECTION WITH THE TRANSACTION. SUCH AUTHORITY
SHALL BE IN ADDITION, AND WIT HOUT PREJUDICE,
TO ANY OTHER SUCH AUTHORITY GRANTED PRIOR TO
THE DATE HEREOF, PROVIDED THAT THIS AUTHORITY
SHALL EXPIRE ON THE FIRST ANNIVERSARY OF THE
PASS ING OF THIS RESOLUTION, SAVE THAT THE COMPANY
SHALL BE ENTITLED TO MAKE OFFERS OR AGREEMENTS
BEFORE THE EXPIRY OF SUCH AUTHORITY WHICH WOULD
OR MIGHT REQUIR E RELEVANT SECURITIES TO BE ALLOTTED
AFTER SUCH EXPIRY AND THE DIRECTORS SHALL BE
ENTITLED TO ALLOT RELEVANT SECURITIES PURSUANT
TO ANY SUCH OFFER OR AGREEM ENT AS IF THIS AUTHORITY
HAD NOT EXPIRED
- ------------------------------------------------------------------------------------------------------------------------------------
IMMOFINANZ IMMOBILIEN ANLAGEN AG, WIEN AGM Meeting Date: 09/30/2004
Issuer: A27849149 ISIN: AT0000809058 BLOCKING
SEDOL: 5679911
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT AT 30 APR 2004, REPORT Management
OF THE SUPERVISORY BOARD AND THE BOARD OF DIRECTORS
2. APPROVE THE ALLOCATION OF THE NET INCOME 2003/2004 Management
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
AND THE SUPERVISORY BOARD FOR 20 03/2004 BUSINESS
YEAR
4. ELECT THE AUDITOR FOR THE 2004/2005 BUSINESS YEAR Management
5. AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management
SHARE CAPITAL TO EUR 261,342,47 5.93 AND TO INCREASE
THE SHARE CAPITAL BY ISSUING UP SHARES 125,865.280
6. AMEND THE COMPANY CHARTER ACCORDING TO ITEM 4 Management
ON THE AGENDA
7. APPROVE TO CANCEL THE AT 10TH AGM DECIDED AUTHORIZATION Management
FOR A REPURCHASE OF OW N SHARES AND AT THE SAME
TIME TO REAUTHORIZE A REPURCHASE OF OWN SHARES
UP TO 10% OF THE TOTAL SHARE CAPITAL; AUTHORIZE
THE BOARD OF DIRECTORS TO DISPOSE TH ERE OWN
SHARES ON AN OTHER WAY AS STOCK EXCHANGE OR A
PUBLIC OFFER
8. AMEND THE STATUTE ITEM 1, CHANCE OF COMPANY NAME Management
IN IMMOFINANZ ANLAGEN AG
- ------------------------------------------------------------------------------------------------------------------------------------
KINGBOARD CHEMICAL HOLDINGS LTD EGM Meeting Date: 09/30/2004
Issuer: G52562108 ISIN: KYG525621085
SEDOL: *002008
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For
UPON THE LISTING COMMITTEE OF THE STOCK EXCHANGE
OF HONG KONG LIMITED STOCK EXCHANGE GRANTING
THE LIST ING OF, AND PERMISSION TO DEAL IN, THE
2006 WARRANTS AND ANY SHARES OF HKD 0.1 0 EACH
SHARE IN THE SHARE CAPITAL OF THE COMPANY WHICH
MAY FALL TO BE ISSUED UPON ANY EXERCISE OF SUBSCRIPTION
RIGHTS ATTACHING TO THE 2006 WARRANTS, : A) TO
CREATE AND ISSUE WARRANTS 2006 WARRANTS WHICH
WILL BE IN REGISTERED FORM AND EACH WILL BE EXERCISABLE
AT ANY TIME BETWEEN THE DATE WHEN DEALINGS IN
TH E 2006 WARRANTS ON THE STOCK EXCHANGE COMMENCE
AND 31 DEC 2006, BOTH DAYS INCL USIVE, TO SUBSCRIBE
HKD 20 FOR SHARES AT AN INITIAL SUBSCRIPTION
PRICE OF HKD 20 PER SHARE AS SPECIFIED AND TO
ISSUE THE SAME BY WAY OF BONUS TO THE PERSONS
WHO ARE REGISTERED AS SHAREHOLDERS OF THE COMPANY
THE SHAREHOLDERS AT THE C LOSE OF BUSINESS
ON 30 SEP 2004 IN THE PROPORTION OF (1) 2006
WARRANT FOR EVER Y 10 SHARES THEN HELD PROVIDED
THAT: I) IN THE CASE OF SHAREHOLDERS WHOSE REGI
STERED ADDRESSES AS SHOWN ON THE REGISTER OF
MEMBERS OF THE COMPANY ARE OUTSID E HONG KONG
AT THE CLOSE OF BUSINESS ON 30 SEP 2004, THE
RELEVANT 2006 WARRANT S SHALL NOT BE GRANTED
TO SUCH PERSONS BUT SHALL BE AGGREGATED AND SOLD
IN THE MARKET AS SOON AS PRACTICABLE AFTER DEALINGS
IN THE 2006 WARRANTS ON THE STOC K EXCHANGE COMMENCE
AND THE NET PROCEEDS OF SALE, AFTER DEDUCTION
OF EXPENSES, SHALL BE DISTRIBUTED TO SUCH PERSONS
PRO RATA TO THEIR RESPECTIVE ENTITLEMENT S UNLESS
THE AMOUNT FALLING TO BE DISTRIBUTED TO ANY SUCH
PERSON SHALL BE LESS THAN HKD 100 IN WHICH CASE
SUCH AMOUNT SHALL BE RETAINED FOR THE BENEFIT
OF T HE COMPANY; AND II) NO FRACTIONAL ENTITLEMENTS
WILL BE GRANTED TO THE SHAREHOL DERS AS AFORESAID,
BUT THE FRACTIONAL ENTITLEMENTS WILL BE AGGREGATED
AND SOLD FOR THE BENEFIT OF THE COMPANY; B) TO
ALLOT AND ISSUE TO HOLDERS OF ANY 2006 WARRANTS,
UPON THE DUE EXERCISE OF THE SUBSCRIPTION RIGHTS
ATTACHING THERETO, THE APPROPRIATE NUMBER OF
NEW SHARES; AND C) TO DO ALL SUCH ACTS AND THINGS
AS THEY CONSIDER NECESSARY OR EXPEDIENT TO GIVE
EFFECT TO THE FOREGOING ARRANGEM ENTS
- ------------------------------------------------------------------------------------------------------------------------------------
BOUYGUES, GUYANCOURT OGM Meeting Date: 10/07/2004
Issuer: F11487125 ISIN: FR0000120503 BLOCKING
SEDOL: 2696612, 4002121, 4067528, 4115159, 7164028
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PR OXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GL OBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES/ VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE INS TRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL SE
CURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMIT TED 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 A DVISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION
AVAILABLE FOR VOTING. T HIS WILL ENSURE THAT
THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE
VOTE INSTR UCTION 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.
1. APPROVE TO DISTRIBUTE EXCEPTIONALLY THE AMOUNT Management
OF EUR 5.00 PER SHARE OR PER IN VESTMENT CERTIFICATE
AND THIS AMOUNT SHALL BE WITHDRAWN FROM THE ISSUE
PREMIUM S ACCOUNT
2. APPROVE THAT THE EXCEPTIONAL DISTRIBUTION SHALL Management
BE PAID BY CASH ON 07 JAN 2005 TO THE PROFIT
OF THE BEARER OF 1 OR SEVERAL SHARE S OR OF
1 OR SEVERAL INVES TMENT CERTIFICATE S MAKING
UP THE COMPANY CAPITAL ON THE DAY OF THE PRESENT
M EETING
3. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIB ED BY LAW
* PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting
WORDINGS FOR RESOLUTION NUM BER 2. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROX Y FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
EDP - ELECTRICIDADE DE PORTUGAL SA, LISBOA EGM Meeting Date: 10/07/2004
Issuer: X67925119 ISIN: PTEDP0AM0009 BLOCKING
SEDOL: 4103596, 4104061
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND NUMBER 1 OF ARTICLE 1 OF BY-LAWS AND ADD Management
NUMBER 3 TO THE ARTICLE 4 OF TH E BY-LAWS
2. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management
SHARES UNDER THE TERMS OF NUMBER 3 OF ARTICLE
5 OF THE BY-LAWS AND NUMBERS 2 OF ARTICLE 317
AND ARTICLES 319 A ND 320 OF THE COMPANY S CODE
3. RATIFY THE CO-OPTATION OF TWO DIRECTORS TO FILL Management
THE VACANCIES
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTA PROPERTY GROUP AGM Meeting Date: 10/07/2004
Issuer: Q4968M105 ISIN: AU000000IPG1
SEDOL: 6954145
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 30 Non-Voting Non-Vote Proposal
JUN 2004, TOGETHER WITH THE REP ORTS OF THE DIRECTORS
AND THE AUDITORS THEREON AND THE DIRECTORS STATEMENT
1. RE-ELECT MR. J. ARTHUR AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE WI TH RULE 7.1(E)(2)
OF IPL S CONSTITUTION
2. APPROVE AND RATIFY, FOR THE PURPOSES OF THE CONSTITUTION Management For
OF INVESTA PROPERTY T RUST AND ASX LISTING RULE
7.4, THE ISSUE OF 26,041,667 STAPLED SECURITIES
AT A N ISSUE PRICE OF AUD 1.92 ON 20 FEB 2004
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM CORPORATION OF NEW ZEALAND LTD AGM Meeting Date: 10/07/2004
Issuer: Q89499109 ISIN: NZTELE0001S4
SEDOL: 5931075, 6881436, 6881500
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management
OF THE AUDITORS
2. RE-ELECT DR. DEANE AS A DIRECTOR Management
3. RE-ELECT MR. BAINES AS A DIRECTOR Management
4. APPROVE AN INCREASE IN THE MAXIMUM REMUNERATION Management
PAY FOR THEIR SERVICES AS DIRE CTORS EXCEPT
AS MANAGING DIRECTOR NOT MORE THAN NZD 1,500,000
PER ANNUM
5. ELECT MR. PYNE AS A DIRECTOR Management
6. APPROVE THE ISSUE TO MS. THERESA GATTUNG OF UP Management
TO 500,000 ORDINARY TELECOM SHA RES AS PART OF
HER REMUNERATION PACKAGE ON THE SPECIFIED TERMS
7. APPROVE THE ISSUE TO THE MS. THERESA GATTUNG Management
OF UP TO 1,500,000 OPTIONS TO ACQ UIRE ORDINARY
TELECOM SHARES ON THE SPECIFIED TERMS
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM CORPORATION OF NEW ZEALAND LTD AGM Meeting Date: 10/07/2004
Issuer: Q89499109 ISIN: NZTELE0001S4
SEDOL: 5931075, 6881436, 6881500
- ------------------------------------------------------------------------------------------------------------------------------------
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
166234 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. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For
2. RE-ELECT MR. ROD MCGEOCH AS A DIRECTOR OF TELECOM Management For
3. RE-ELECT MR. MICHAEL TYLER AS A DIRECTOR OF TELECOM Management For
4. RE-ELECT MR. WAYNE BOYD AS A DIRECTOR OF TELECOM Management For
5. RE-ELECT MR. ROB MCLEOD AS A DIRECTOR OF TELECOM Management For
S.6 AMEND THE COMPANY S CONSTITUTION TO INCORPORATE Management For
THE NZX LISTING RULES BY REFER ENCE AND PROVIDE
FOR CHANGES TO THE COMPANIES ACT, 1993
- ------------------------------------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES EGM Meeting Date: 10/11/2004
Issuer: B4399L102 ISIN: BE0003801181 BLOCKING
SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9
- ------------------------------------------------------------------------------------------------------------------------------------
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. OPENING Non-Voting
2. APPOINT MR. JEAN-PAUL VOTRON AS A EXECUTIVE MEMBER Management
OF THE MANAGEMENT BOARD FRO M 11 OCT 2004 TILL
OGM OF SHAREHOLDERS IN 2008
3.a APPROVE TO DETERMINE REMUNERATION POLICY FOR Management
MEMBERS MANAGEMENT BOARD
3.b APPROVE TO DETERMINE THE MAXIMUM NUMBERS SHARE-OPTIONS Management
AND RESTRICTED SHARES T O ASSIGN TO EXECUTIVE
MEMBERS MANAGEMENT BOARD
4. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
GRAFTON GROUP PLC EGM Meeting Date: 10/11/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
EIRCOM GROUP PLC AGM Meeting Date: 10/13/2004
Issuer: G3087T109 ISIN: GB0034341890
SEDOL: 3434189, 3434190
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
FINANCIAL STATEMENTS AND THE I NDEPENDENT AUDITORS
REPORT ON THE FINANCIAL STATEMENTS FOR THE FYE
31 MAR 200 4
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE FYE 31 MAR 2004
3. RE-ELECT SIR ANTHONY JOHN FRANCIS O REILLY AS Management For
A DIRECTOR
4. RE-ELECT MR. CON SCANLON AS A DIRECTOR Management For
5. RE-ELECT DR. PHILIP NOLAN AS A DIRECTOR Management For
6. RE-ELECT MR. JOHN CONROY AS A DIRECTOR Management For
7. RE-ELECT MR. PETER EUGENE LYNCH AS A DIRECTOR Management For
8. RE-ELECT MR. DONALD AIDAN ROCHE AS A DIRECTOR Management For
9. RE-ELECT MR. DIDIER JEAN CLAUDE DELEPINE AS A Management For
DIRECTOR
10. RE-ELECT MR. KEVIN CHRISTOPHER MELIA AS A DIRECTOR Management For
11. RE-ELECT MR. MAURICE ALAN PRATT AS A DIRECTOR Management For
12. RE-ELECT MR. PADRAIC JOSEPH O CONNOR AS A DIRECTOR Management For
13. RE-ELECT MR. DAVID FRANCIS MCREDMOND AS A DIRECTOR Management For
14. RE-ELECT MR. CATHAL GERARD MAGEE AS A DIRECTOR Management For
15. RE-ELECT MR. IRIAL FINAN AS A DIRECTOR Management For
16. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY
17. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
18. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 12 OF THE COMPANY S ARTICLES
OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER
OF THE CONC LUSION OF THE NEXT AGM OR 15 MONTHS
; AND FOR THAT PRESCRIBED PERIOD THE SECTI ON
80 AMOUNT SHALL BE EUR 24,763,388 ONE THIRD
OF THE ISSUED ORDINARY SHARE C APITAL OF THE COMPANY
S.19 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 13 OF THE COMPANY S ARTICLES
OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER
OF THE CONC LUSION OF THE NEXT AGM OR 15 MONTHS
; AND FOR THAT PRESCRIBED PERIOD THE SECTI ON
89 AMOUNT SHALL BE EUR 3,714,508 5% OF THE ISSUED
ORDINARY SHARE CAPITAL O F THE COMPANY, CALCULATED
EXCLUSIVE OF TREASURY SHARES HELD BY THE COMPANY
S.20 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN FULLY-PAID Management For
ORDINARY SHARES OF EUR 0. 10 EACH BY WAY OF MARKET
PURCHASES SECTION 163(3) OF THE UK COMPANIES
ACT 198 5 OF UP TO 74,290,165 ORDINARY SHARES
OF EUR 0.10 EACH WITH THE COMPANY, AT A MINIMUM
PRICE FOR EACH ORDINARY SHARE OF EUR 0.10 EACH
IS EUR 0.10 PER SHARE AND NOT MORE THAN 5% ABOVE
THE AVERAGE MIDDLE MARKET QUOTATIONS AS PUBLISHED
I N THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS; AUT HORITY 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 PURCHASE O
RDINARY SHARES OF EUR 0.10 EACH WHERE THE PURCHASE
WILL OR MAY BE COMPLETED, E ITHER FULLY OR PARTLY
AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
ANSELL LTD AGM Meeting Date: 10/14/2004
Issuer: Q04020105 ISIN: AU000000ANN9
SEDOL: 0666231, 3154238, 6286611, 6704384, 7453050
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL AND OTHER Non-Voting Non-Vote Proposal
REPORTS FOR THE YE 30 JUN 2004
2.a ELECT MR. MICHAEL J. MCCONNELL AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH R ULE 33(B) OF
THE COMPANY S CONSTITUTION
2.b RE-ELECT MR. PETER L. BARNES AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH RUL E 33(C) OF THE
COMPANY S CONSTITUTION
S.3 APPROVE THAT THE COMPANY RENEW THE PARTIAL TAKEOVER Management For
PROVISIONS CONTAINED IN RU LE 69 OF THE CONSTITUTION
WITH EFFECT FROM 31 DEC 2004 FOR A PERIOD OF
3 YEARS AND AMEND RULE 69(D) ACCORDINGLY
4. GRANT AUTHORITY AND APPROVE: A) AN OFF-MARKET Management For
BUY-BACK OF UP TO AUD 155 MILLIO N OF ITS ISSUED
ORDINARY SHARES ON THE TERMS AS SPECIFIED; AND
B) EACH AGREEME NT ENTERED INTO PURSUANT TO THOSE
TERMS TO THE EXTENT THAT APPROVAL OF SUCH BU
Y-BACK AGREEMENTS IS REQUIRED UNDER THE CORPORATIONS
ACT 2001
5. APPROVE TO CONDUCT A FURTHER BUY-BACK OF UP TO Management For
10% OF ITS ISSUED ORDINARY SHAR ES AS AT THE
DATE OF THIS MEETING IN THE 12 MONTH PERIOD COMMENCING
FROM THE D ATE OF THIS MEETING IN ADDITION TO
ANY SHARES ACQUIRED UNDER THE OFF MARKET BU Y-BACK
OF UP TO AUD 155 MILLION ISSUED ORDINARY SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
CSL LTD AGM Meeting Date: 10/14/2004
Issuer: Q3018U109 ISIN: AU000000CSL8
SEDOL: 5709614, 6185495
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 30 JUN 2004, AND TO NOTE THE FINANCIAL
DIVIDEND IN RESPECT OF THE YE 30 JUN 2004 DECLARED
BY THE BOARD AND PAID BY THE COMPANY
2.a ELECT MR. JOHN AKEHURST AS A DIRECTOR OF THE Management For
COMPANY IN ACCORDANCE WITH RULE 8 7 OF THE CONSTITUTION
2.b ELECT MR. MAURICE A. RENSHAW AS A DIRECTOR OF Management For
THE COMPANY IN ACCORDANCE WITH R ULE 87 OF THE
CONSTITUTION
2.c RE-ELECT MISS. ELIZABETH A. ALEXANDER AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRE S BY ROTATION IN ACCORDANCE
WITH RULE 99(A) OF THE CONSTITUTION
2.d RE-ELECT MR. ANTONI CIPA AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH RULE 99(A) OF THE CONSTITUTION
3. APPROVE, FOR THE PURPOSES OF RULE 88 OF THE COMPANY Management For
S CONSTITUTION AND ASX LIS TING RULE 10.17, THE
MAXIMUM AGGREGATE REMUNERATION THAT MAY BE PAID
TO ALL TH E DIRECTORS BY THE COMPANY AND ANY
SUBSIDIARIES OF THE COMPANY FOR THEIR SERVI CES
AS THE DIRECTORS OF THE COMPANY OR OF SUCH SUBSIDIARIES,
IN RESPECT OF EAC H FY OF THE COMPANY COMMENCING
ON OR AFTER 01 JUL 2004 BE INCREASED FROM AUD
1 ,000,000 TO AUD 1,500,000 PER ANNUM
S.4 AMEND THE CONSTITUTION REGARDING THE RETIREMENT Management Against
OF THE DIRECTORS BY ROTATION
S.5 AMEND THE CONSTITUTION REGARDING THE ELECTRONIC Management For
COMMUNICATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE EGM Meeting Date: 10/15/2004
Issuer: B26882165 ISIN: BE0003775898 BLOCKING
SEDOL: 5806225, 5821154
- ------------------------------------------------------------------------------------------------------------------------------------
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.
1.1 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management
OF 17 SEP 2004 GIVING A DESCRIPTI ON AND DETAILED
JUSTIFICATION OF THE PROPOSED CAPITAL INCREASE
WITH THE PRE-EM PTIVE RIGHT WAIVED IN THE INTERESTS
OF THE COMPANY, IN THE FAVOUR OF EMPLOYEES OF
THE COMPANY AND THE COLRUYT GROUP EXCEPT FOR
THE EMPLOYEES OF THE DOLMEN COMPUTER APPLICATIONS
GROUP WHO SATISFY THE CRITERIA AS SPECIFIED
1.2 APPROVE THE REPORT OF CBV KPMG, REPRESENTED BY Management
MESSRS. L. RUYSEN AND J. VANDER BRUGGEN, AUDITOR,
DRAWN UP ON 20 SEP 2004 IN ACCORDANCE WITH THE
ARTICLE 596 O F THE COMPANIES ACT
1.3 APPROVE TO ISSUE A MAXIMUM OF 200,000 NEW REGISTERED Management
SHARES WITHOUT FACE VALUE , UNDER THE CONDITIONS
DESCRIBED IN THE REPORT OF THE BOARD OF DIRECTORS
MENTI ONED ABOVE
1.4 APPROVE TO SET THE ISSUE PRICE ON THE BASIS OF Management
THE AVERAGE STOCK MARKET PRICE OF THE ORDINARY
COLRUYT SHARE OVER THE 30 DAYS PRECEDING THE
EGM MAKING THIS D ECISION, AFTER THE APPLICATION
OF A MAXIMUM DISCOUNT OF 20%
1.5 APPROVE TO WAIVE THE PRE-EMPTIVE SUBSCRIPTION Management
RIGHT TO THESE SHARES AS GIVEN T O SHAREHOLDERS
BY THE ARTICLE 595 AND ONWARDS OF THE COMPANIES
ACT, IN THE FAV OUR OF EMPLOYEES AS MENTIONED
ABOVE IN THE INTERESTS OF THE COMPANY
1.6 APPROVE TO INCREASE THE SHARE CAPITAL, UNDER Management
THE SUSPENSIVE CONDITION OF SUBSC RIPTION, BY
THE ISSUE OF THE NEW SHARES MENTIONED ABOVE,
UNDER THE CONDITIONS SPECIFIED ABOVE AND AT THE
ISSUE PRICE SET BY THE EGM; TO SET THE MAXIMUM
AMOU NT BY WHICH THE SHARE CAPITAL MAY BE INCREASED
AFTER SUBSCRIPTION, BY MULTIPLY ING THE ISSUE
PRICE FOR THE NEW SHARES SET BY THE EGM BY THE
MAXIMUM NUMBER OF NEW SHARES TO BE ISSUED; SUBSCRIPTION
TO THE NEW SHARES SHALL BE RESERVED FOR EMPLOYEES
OF THE COMPANY AND ITS RELATED COMPANIES, AS
SPECIFIED ABOVE; THE C APITAL SHALL ONLY BE INCREASED
IN THE EVENT OF SUBSCRIPTION, AND THIS BY THE
A MOUNT OF THIS SUBSCRIPTION; IF THE NUMBER OF
SHARES SUBSCRIBED TO IS GREATER T HAN THE SPECIFIED
MAXIMUM NUMBER OF NEW SHARES TO BE ISSUED, THERE
SHALL BE A DISTRIBUTION WHEREBY IN THE FIRST
INSTANCE THE POSSIBILITY OF THE MAXIMUM TAX BENEFIT
FOR EACH EMPLOYEE SHALL BE CONSIDERED, AND IN
THE NEXT STAGE A PROPORT IONATE DECREASE SHALL
BE APPLIED IN RELATION TO THE NUMBER OF SHARES
SUBSCRIBE D TO BY EACH EMPLOYEE
1.7 APPROVE THE OPENING THE SUBSCRIPTION PERIOD ON Management
26 OCT 2004 AND CLOSING IT ON 2 6 NOV 2004
1.8 AUTHORISE THE BOARD OF DIRECTORS TO RECEIVE THE Management
SUBSCRIPTION APPLICATIONS, TO COLLECT AND RECEIVE
THE CONTRIBUTIONS, AT THE END OF THE SUBSCRIPTION
PERIOD T O DETERMINE THE NUMBER OF SHARES SUBSCRIBED
AS WELL AS THE SUBSCRIBED AMOUNT, TO SET THE
CAPITAL INCREASE BY THIS AMOUNT WITHIN THE MAXIMUM
AMOUNT SET BY TH E EGM AND TO CERTIFY BY NOTARY
THE REALISATION OF THE CAPITAL INCREASE WITHIN
THE SAME LIMIT, THE PAYMENT OF IT IN CASH, AS
WELL AS THE RESULTING CHANGE IN THE AMOUNT OF
THE SHARE CAPITAL AND THE NUMBER OF SHARES STATED
IN THE ARTICLE 5 SHARE CAPITAL OF THE STATUTES
AND TO EXECUTE THE DECISIONS OF THE EGM FOR ALL
THESE TRANSACTIONS AND TO THIS END TO SET ALL
CONDITIONS, INSOFAR THEY HA VE NOT BEEN SET BY
THE EGM, TO MAKE ALL AGREEMENTS, AND IN GENERAL
TO DO THE N ECESSARY
2.1 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management
OF 17 SEP 2004 JUSTIFYING THE THE AUTHORITY TO
PURCHASE OF OWN SHARES BY THE COMPANY AND SUBSIDIARIES
ARTICLES 620 AND 627 OF THE COMPANIES ACT
2.2 AUTHORISE THE BOARD OF DIRECTORS OF THE COMPANY Management
AND THE BOARDS OF DIRECTORS OF THE SUBSIDIARIES,
AS SPECIFIED BY THE ARTICLE 627 OF THE COMPANIES
ACT, TO AC QUIRE A MAXIMUM TOTAL OF 3,528,310
SHARES OF THE COMPANY, ON BEHALF OF THE COM PANY
AND/OR ON BEHALF OF THE SUBSIDIARIES, AT A MINIMUM
PRICE OF 25 EUROS PER SHARE AND AT A MAXIMUM
PRICE OF 150 EUROS PER SHARE, INSOFAR THIS PRICE
IS WIT HIN THE MINIMUM/MAXIMUM LIMIT SET BY ARTICLE
12, 3RD PARAGRAPH OF THE ARTICLES OF ASSOCIATION;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
THIS AUTHORISATI ON SHALL REPLACE THE AUTHORISATION
GIVEN BY THE EGM OF SHAREHOLDERS OF THE COM PANY
OF 15 OCT 2003, WHICH LAPSES IN APRIL 2005
3.1 APPROVE TO RENEW THE AUTHORIZATION OF THE BOARD Management
OF DIRECTORS TO INCREASE THE S UBSCRIBED AMOUNT
IN ACCORDANCE WITH ARTICLE 6 OF THE ARTICLES
OF ASSOCIATION, UNDER THE CONDITIONS OF THE ARTICLE
607, SECTION 2 OF THE COMPANIES ACT AS FROM THE
DATE ON WHICH THE COMPANY HAS BE EN INFORMED
BY THE BANKING, FINANCE AND INSURANCE COMMISSION
THAT IT HAS BEEN INFORMED OF A PUBLIC TAKE-OVER
BID ON THE SHARES OF THE COMPANY; AUTHORITY
EX PIRES AT THE END OF 3 YEARS
3.2 APPROVE TO EXTEND THE PERIOD OF THREE YEARS TAKING Management
EFFECT ON THE DATE OF THE E GM, AND THE POSSIBILITY
OF THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY
S OWN SHARES, AND WHENEVER SUCH ACQUISITION MAY
BE NECESSARY TO PREVENT THE COMPANY FROM SUFFERING
SERIOUS AND IMMINENT PREJUDICE AS LAID DOWN
IN ARTICLE 12, PA RAGRAPH 4 OF THE ARTICLES OF
ASSOCIATION AND IN ARTICLE 620, PARAGRAPH 1,
SECT ION 3 AND 4 OF THE COMPANIES ACT
3.3.1 APPROVE TO EXTEND BY A PERIOD OF 3 YEARS AS OF Management
THE CURRENT AMENDMENT TO THE AR TICLES OF ASSOCIATION,
THE POWER OF THE BOARD OF DIRECTORS TO DISPOSE
OF THE O WN SHARES IT ACQUIRED UNDER THE AUTHORIZATION
ABOVE WITHOUT THE PRIOR CONSENT OF THE GENERAL
MEETING, PROVIDED THE SHARES ARE LISTED ARTICLE
622, PARAGRAPH 2, SECTION 2, 1 OF THE COMPANIES
ACT AND ARTICLE 12, SECTION 5 OF THE ARTICLE
S OF ASSOCIATION
3.3.2 APPROVE TO DISPOSE OF THE SAID SHARES ON THE Management
STOCK MARKET OR AN OFFER TO SELL MADE TO ALL
SHAREHOLDERS, AT THE SAME CONDITIONS, IN ORDER
THE PREVENT THE COM PANY FROM SUFFERING IMMINENT
AND SERIOUS PREJUDICE ARTICLE 622, PARAGRAPH
2, SUBSECTION 2, 2ND COMPANIES ACT AND ARTICLE
12, PARAGRAPH 5 OF THE ARTICLES OF ASSOCIATION
, THE LATTER POSSIBILITY WILL EXIST FOR A PERIOD
OF 3 YEARS AS OF THE PUBLICATION OF THE PRESENT
AMENDMENT TO THE ARTICLES OF ASSOCIATION AND
C AN EXTEND IT IN ACCORDANCE WITH THE APPLICABLE
LEGAL PROVISIONS
- ------------------------------------------------------------------------------------------------------------------------------------
HOPEWELL HOLDINGS LTD AGM Meeting Date: 10/18/2004
Issuer: Y37129148 ISIN: HK0054007841
SEDOL: 5816956, 6140290
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE DI RECTORS AND THE AUDITORS
FOR THE YE 30 JUN 2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT THE DIRECTORS AND FIX THE DIRECTORS Management For
FEES
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management For
SHARES OF THE COMPANY DURING TH E RELEVANT PERIOD,
ON THE STOCK EXCHANGE OF HONG KONG LIMITED THE
STOCK EXCHA NGE OR ANY OTHER STOCK EXCHANGE
ON WHICH THE SHARES OF THE COMPANY MAY BE LIS
TED AND RECOGNIZED BY THE SECURITIES AND FUTURES
COMMISSION OF HONG KONG CODE AND THE STOCK EXCHANGE
FOR THIS PURPOSES, SUBJECT TO AND IN ACCORDANCE
WITH AL L APPLICABLE LAWS AND REQUIREMENTS OF
THE RULES GOVERNING THE LISTING OF SECUR ITIES
ON THE STOCK EXCHANGE OR OF ANY OTHER STOCK EXCHANGE
AS AMENDED FROM TIM E TO TIME, NOT EXCEEDING
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHA RE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO
BE HELD BY LAW
5.2 AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management Against
WITH ADDITIONAL SHARES OF THE COMPANY AND MAKE
OR GRANT OFFERS, AGREEMENTS OR OPTIONS INCLUDING
WARRANTS, BONDS, DEBENTURES, NOTES AND OTHER
SECURITIES WHICH CARRY RIGHTS TO SUBSCRIBE FOR
OR ARE CONVERTIBLE INTO SHARES OF THE COMPANY
DURING AND AFTER THE RELEVA NT PERIOD, NOT EXCEEDING
20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHA RE CAPITAL OF THE COMPANY, OTHERWISE THAN
PURSUANT TO ANY SCRIP DIVIDEND PURSU ANT TO THE
ARTICLES OF ASSOCIATION OF THE COMPANY OR RIGHTS
ISSUE OR THE EXERC ISE OF SUBSCRIPTION OR CONVERSION
RIGHTS UNDER ANY WARRANTS, BONDS, DEBENTURES
, NOTES AND OTHER SECURITIES ISSUED BY THE COMPANY
OR THE EXERCISE OF ANY SHAR E OPTION SCHEME ;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
5.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS TO ALLOT SHARES PURSUANT TO
RESOLUTION 5.2, BY AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL A MOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED PURSUANT TO RESOLUTION
5 .1, PROVIDED THAT SUCH EXTENDED AMOUNT DOES
NOT EXCEED 10% OF THE AGGREGATE NO MINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT
THE DATE OF PASSING THIS RESOLUTION
S.6 ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE Management For
COMPANY IN SUBSTITUTION FOR AND T O THE EXCLUSION
OF ALL THE EXISTING ARTICLES OF ASSOCIATION OF
THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
BLUESCOPE STEEL LTD AGM Meeting Date: 10/19/2004
Issuer: Q1415L102 ISIN: AU000000BSL0
SEDOL: 6533232
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE REPORTS OF THE DIRECTO RS AND THE AUDITOR
FOR THE YE 30 JUN 2004
2.a RE-ELECT MR. RON MCNEILLY AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE CO MPANY S CONSTITUTION
2.b RE-ELECT MS. DIANE GRADY AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE COM PANY S CONSTITUTION
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION 3, BY MR. ADAMS, ANY
OTHER DIRECTOR OF THE COMPANY OR ANY OF THEIR
ASSOCIATES, UNLE SS: THE VOTE IS CAST AS PROXY
FOR A PERSON WHO IS ENTITLED TO VOTE, IN ACCORDA
NCE WITH A DIRECTION ON THE PROXY FORM; OR THE
VOTE IS CAST BY A PERSON CHAIRI NG THE MEETING
AS PROXY OR ITS CORPORATE REPRESENTATIVE FOR
A PERSON WHO IS ENTITLED TO VOTE, IN ACCORDANCE
WITH A DIRECTION ON THE PROXY FORM TO VOTE AS
THE PROXY DECIDES
3. APPROVE THE GRANT OF SHARE RIGHTS TO THE MANAGING Management For
DIRECTOR AND THE CHIEF EXECU TIVE OFFICER, MR.
KIRBY ADAMS, UNDER THE LONG TERM INCENTIVE PLAN
AS DESCRIBED IN THE EXPLANATORY NOTES TO THIS
NOTICE OF MEETING APPROVED FOR ALL PURPOSES,
INCLUDING FOR THE PURPOSE OF ASX LISTING RULE
10.14
S.4 AMEND THE COMPANY S CONSTITUTION: A) BY INSERTING Management Against
THE SPECIFIED WORDS IN THE S ECOND LINE OF RULE
11.4; AND B) BY INSERTING THE SPECIFIED SENTENCE
IN THE RUL E 11.8 AND AS A NEW PARAGRAPH AT THE
END OF RULE 11.7
S.5 AMEND THE COMPANY S CONSTITUTION BY INSERTING Management Against
A SENTENCE IN THE NINTH LINE OF RULE 11.11
S.6 AMEND THE COMPANY S CONSTITUTION: A) BY DELETING Management Against
THE WORD OR AT THE END OF R ULE 11.14 B ; B)
BY DELETING THE PERIOD AT THE END OF RULE 11.14
C AND INSERT ING IN ITS PLACE ; OR ; C) BY
INSERTING A NEW PARAGRAPH D IN RULE 11.14;
AN D D) BY INSERTING A SENTENCE IN RULE 13.17
S.7 AMEND THE COMPANY S CONSTITUTION BY ADDING THE Management Against
SENTENCE OF RULE 12.11
S.8 AMEND THE COMPANY S CONSTITUTION BY INSERTING Management Against
A NEW RULE 12.14
- ------------------------------------------------------------------------------------------------------------------------------------
COCHLEAR LIMITED AGM Meeting Date: 10/19/2004
Issuer: Q25953102 ISIN: AU000000COH5
SEDOL: 4020554, 6211798
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE COMPANY S FINANCIAL Management For
REPORT AND THE REPORTS OF THE DIR ECTORS AND
THE AUDITORS OF THE COMPANY IN RESPECT OF THE
YE 30 JUN 2004
2. ADOPT THE REMUNERATION REPORT Management For
3. RE-ELECT MR. JUSTUS VEENEKLAAS AS A DIRECTOR, Management For
WHO IS RETIRES BY ROTATION IN AC CORDANCE WITH
THE COMPANY S CONSTITUTION
4. APPROVE TO INCREASE THE AGGREGATE MAXIMUM SUM Management For
AVAILABLE FOR REMUNERATION FOR N ON-EXECUTIVE
DIRECTORS BY AUD 400,000 PER YEAR TO AUD 1,000,000
PER YEAR WITH EFFECT FROM THE FY COMMENCING 01
JUL 2004
5. APPROVE: A) TO GRANT DR. CHRISTOPHER GRAHAM ROBERTS, Management For
CEO/PRESIDENT OF THE COMP ANY, OPTIONS CALCULATED
IN ACCORDANCE WITH THE FORMULA, AND ON THE TERMS
AS SP ECIFIED FOR THAT PERIOD OF FYE 30 JUN 2004
FOR WHICH HE HELD HIS CURRENT POSIT ION; B) THE
ACQUISITION BY THE PLAN TRUSTEE ON BEHALF OF
DR. ROBERTS OF PERFOR MANCE SHARES CALCULATED
IN ACCORDANCE WITH THE FORMULA AND AS SPECIFIED
FOR TH AT PERIOD OF FYE 30 JUN 2004 THAT DR.
ROBERTS HELD HIS CURRENCT POSITION; C) T O GRANT
TO DR. ROBERTS OPTIONS CALCULATED IN ACCORDANCE
WITH THE FORMULA AS SP ECIFIED; D) THE ACQUISITION
BY THE PLAN TRUSTEE ON BEHALF OF DR. ROBERTS
OF PE RFORMANCE OF SHARES CALCULATED IN ACCORDANCE
WITH THE FORMULA AS SPECIFIED; AN D E) THE ISSUE
TO DR. ROBERTS OF ANY SHARES UPON THE EXERCISE
OF ANY OPTIONS, OR THE TRANSFER BY THE PLAN TRUSTEE
TO DR. ROBERTS OF ANY SUCH PERFORMANCE SHA RES
6. APPROVE: A) TO GRANT DR. JOHN LOUIS PARKER, AN Management For
EXECUTIVE DIRECTOR OF THE COMPA NY, OF OPTIONS
CALCULATED IN ACCORDANCE WITH THE FORMULA, AND
ON THE TERMS AS SPECIFIED; B) THE ACQUISITION
BY THE PLAN TRUSTEE ON BEHALF OF DR. PARKER OF
P ERFORMANCE SHARES CALCULATED IN ACCORDANCE
WITH THE FORMULA AND ON THE TERMS A S SPECIFIED;
C) THE ISSUE TO DR. PARKER OF ANY SHARES UPON
THE EXERCISE OF ANY OPTIONS, OR THE TRANSFER
BY THE PLAN TRUSTEE TO DR. PARKER OF ANY SUCH
PERFOR MANCE SHARES
* PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTION Non-Voting Non-Vote Proposal
4 BY A DIRECTOR OF THE COMPANY O R ANY ASSOCIATE
WILL BE DISREGARDED. THANK YOU.
* PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTION Non-Voting Non-Vote Proposal
5 AND/OR 6 BY DR. ROBERTS AND DR . PARKER AND
THEIR RESPECTIVE ASSOCIATES WILL BE DISREGARDED.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
PERPETUAL TRUSTEES AUSTRALIA LTD PPT AGM Meeting Date: 10/19/2004
Issuer: Q9239H108 ISIN: AU000000PPT9
SEDOL: 6682394
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND CONSIDER THE FINANCIAL REPORT OF Non-Voting Non-Vote Proposal
THE COMPANY FOR THE YE 30 JUN 200 4 AND THE REPORTS
OF THE DIRECTORS AND AUDITORS
1. ELECT MS. SANDRA MCPHEE AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 15.3 (A) OF THE COMPANY
S CONSTITUTION
2. ELECT MR. PAUL MCCLINTOCK AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTICL E 15.3 (A)
OF THE COMPANY S CONSTITUTION
3. RE-ELECT MS. LINDA NICHOLLS AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTI CLE 15.3 (B)
OF THE COMPANY S CONSTITUTION
4. RE-ELECT MR. ROBERT SAVAGE AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTIC LE 15.3 (B)
OF THE COMPANY S CONSTITUTION
5. RE-ELECT MR. WARWICK KENT AO AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ART ICLE 15.3 (C)
OF THE COMPANY S CONSTITUTION
6. APPROVE, FOR THE PURPOSE OF AUSTRALIAN STOCK Management For
EXCHANGE LIMITED LISTING RULE 10. 17 AND ARTICLE
16.1(A) OF THE CONSTITUTION OF THE COMPANY, TO
INCREASE THE FEE S OF THE NON-EXECUTIVE DIRECTORS
TO A MAXIMUM AGGREGATE OF AUD 1.75 MILLION
7. APPROVE, FOR THE PURPOSE OF AUSTRALIAN STOCK Management For
EXCHANGE LIMITED LISTING RULE 10. 14, TO ISSUE
ORDINARY SHARES IN THE COMPANY AND OPTIONS TO
SUBSCRIBE FOR ORDIN ARY SHARES IN THE COMPANY
UP TO 3 YEARS AFTER THE DATE OF THIS MEETING
TO, OR ON BEHALF OF, MR. DAVID DEVERALL, THE
COMPANY S MANAGING DIRECTOR, IN ACCORDAN CE WITH
THE PROVISIONS OF THE COMPANY S EXECUTIVE SHARE
PLAN AND EXECUTIVE OPT ION PLAN AS SPECIFIED
S.8 APPROVE TO REPLACE THE CONSTITUTION OF THE COMPANY Management For
IN ITS ENTIRETY WITH THE CO NSTITUTION TABLED
AT THE MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
THE AUSTRALIAN GAS LIGHT COMPANY AGM Meeting Date: 10/19/2004
Issuer: Q09680101 ISIN: AU000000AGL7
SEDOL: 5585966, 6064969
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ANNUAL FINANCIAL REPORT Management Abstain
OF THE COMPANY AND THE CONSOLI DATED ENTITY FOR
THE YE 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS
AND THE A UDITOR
2.a RE-ELECT MR. M.R.G. JOHNSON AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROTAT ION IN ACCORDANCE
WITH CLAUSE 58 OF THE COMPANY S CONSTITUTION
2.b RE-ELECT MRS. C.J. HEWSON AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE
WITH CLAUSE 58 OF THE COMPANY S CONSTITUTION
2.c RE-ELECT, IN ACCORDANCE WITH CLAUSE 56 OF THE Management For
COMPANY S CONSTITUTION, MR. M.G. OULD AS A DIRECTOR
OF THE COMPANY
3. APPROVE, UNDER AND IN ACCORDANCE WITH THE AUSTRALIAN Management Against
GAS LIGHT COMPANY S LONG- TERM INCENTIVE PLAN,
THE ACQUISITION RIGHTS TO ACQUIRE UP TO A MAXIMUM
OF 65,2 23 SHARES IN THE AUSTRALIAN GAS LIGHT
COMPANY IN RESPECT OF THE FYE 30 JUN 200 4, BY
MR. G.J.W MARTIN, THE MANAGING DIRECTOR OF THE
COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC AGM Meeting Date: 10/20/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
ORIGIN ENERGY LTD AGM Meeting Date: 10/20/2004
Issuer: Q71610101 ISIN: AU000000ORG5
SEDOL: 6214861
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE STATEMENTS OF FINANCIAL Non-Voting Non-Vote Proposal
POSITION AND STATEMENTS OF FIN ANCIAL PERFORMANCE
OF THE COMPANY AND THE ENTITIES IT CONTROLLED
DURING THE YE AR FOR THE YE 30 JUN 2004 AND THE
REPORTS OF THE DIRECTORS AND THE AUDITORS TH EREON
2.1 ELECT MR. J. ROLAND WILLIAMS AS A DIRECTOR Management For
2.2 ELECT MR. TREVOR BOURNE AS A DIRECTOR Management For
3. APPROVE THE GRANT TO MANAGING DIRECTOR, MR. GRANT Management For
A. KING OF OPTIONS TO SUBSCR IBE FOR UP TO ONE
MILLION FULLY PAID ORDINARY SHARES IN THE COMPANY
OVER TWO Y EARS, AT AN EXERCISE PRICE EQUAL TO
THE ORIGIN ENERGY MARKET PRICE AND THE ALL OTMENT
TO MR. GRANT A. KING OF UP TO ONE MILLION FULLY
PAID ORDINARY SHARES IN THE COMPANY PURSUANT
TO THE VALID EXERCISE OF THOSE OPTIONS
4. APPROVE TO INCREASE THE MAXIMUM FEES PAYABLE Management For
TO THE NON-EXECUTIVE DIRECTORS OF THE COMPANY
BY AUD 450,000 TO AUD 1,400,000 PER ANNUM
- ------------------------------------------------------------------------------------------------------------------------------------
VALORA HOLDING AG, BERN EGM Meeting Date: 10/20/2004
Issuer: H53670198 ISIN: CH0002088976 BLOCKING
SEDOL: 4581619, 5978522
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DESTRUCTION OF THE 454,000 REGISTERED Management
SHARES OF VALORA HOLDING AG WITH A NOMINAL VALUE
OF CHF 10 EACH WHICH WERE ACQUIRED AS PART OF
THE BUYBACK PROGRAMME DECIDED BY THE EGM OF 20
NOV 2003 AND RESULTING REDUCTION OF THE SH ARE
CAPITAL BY CHF 4,540,000 FROM THE PREVIOUS CHF
40,240,000 TO CHF 35,700,00 0; AND THE SPECIAL
AUDIT REPORT SUBMITTED PURSUANT TO THE ARTICLE
732 OF THE S WISS LAW OF OBLIGATIONS OR STATING
THAT THE CLAIMS OF THE CREDITORS ARE COVERE D
IN FULL EVEN AFTER THE REDUCTION OF THE SHARE
CAPITAL AS IN THE SECTION1.1; AND AMEND THE ARTICLE
3 OF THE ARTICLES OF INCORPORATION AS: THE SHARE
CAPITAL IS CHF 35,700,000 DIVIDED INTO 3,570,000
FULLY PAID-UP REGISTERED SHARES WITH A NOMINAL
VALUE OF CHF 10 EACH
2. AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management
THE PASSING OF RESOLUTION 1, TO BUY BACK A MAXIMUM
OF 387,500 PROPRIETARY REGISTERED SHARES WITH
A NOMINAL VAL UE OF CHF 10 EACH EQUIVALENT TO
10.8% OF ALL THE OUTSTANDING REGISTERED SHARE
S VIA EXISTING SECOND TRADING LINE FOR THE PURPOSE
OF A CAPITAL REDUCTION BY THE DESTRUCTION OF
THESE SHARES; AND APPROVE THE SPECIAL AUDIT REPORT
SUBMITTE D PURSUANT TO THE ARTICLE 732 WHICH
STATES THE CLAIMS OF THE CREDITORS WILL BE SATISFIED
IN FULL AS THE MATTERS STAND AT PRESENT EVEN
AFTER A CAPITAL REDUCT ION OF THE MAXIMUM AMOUNT
STIPULATED IN THE SECTION 2.1
3. OTHER BUSINESS Other
* 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 THE NOTICE FOR THIS MEETING Non-Voting
WAS RECEIVED AFTER THE REGISTRATI ON DEADLINE.
IF YOUR SHARES WERE REGISTERED PRIOR TO THE
DEADLINE OF 01 OCT 2 004, YOUR VOTING INSTRUCTIONS
WILL BE ACCEPTED FOR THIS MEETING. HOWEVER,
VOT ING INSTRUCTIONS FOR SHARES THAT WERE NOT
REGISTERED PRIOR TO THE REGISTRATION DEADLINE
WILL NOT BE ACCEPTED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA.PLEASE ALSO NOTE TH E NEW CUT-OFF. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN TH IS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YO
U.
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER EGM Meeting Date: 10/21/2004
Issuer: E19790109 ISIN: ES0113900J37
SEDOL: 0736082, 2576628, 5705946, 5706637, 5706819, 5761885, 5852433, 5900600, B23
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CAPITAL INCREASE IN THE NOMINAL AMOUNT OF 755,688,951.5 Management For
EUROS BY MEANS OF THE ISSUANCE OF 1,511,377,903
NEW ORDINARY SHARES HAVING A PAR VALUE OF ONE-HALF
( 0.5) EURO AND AN ISSUANCE PREMIUM TO BE DETERMINED
BY THE BOARD OF DIRECTORS O R, IN SUBSTITUTION
THEREOF, THE EXECUTIVE COMMITTEE, IN ACCORDANCE
WITH THE PR OVISIONS OF ARTICLE 159.1C) IN FINE
OF THE COMPANIES LAW (LEY DE SOCIEDADES AN ONIMAS)
NO LATER THAN THE DATE OF EXECUTION OF THE RESOLUTION,
FOR AN AMOUNT T HAT IN ALL EVENTS SHALL BE BETWEEN
A MINIMUM OF 3.74 EUROS AND A MAXIMUM OF 8. 20
EUROS PER SHARE. THE NEW SHARES SHALL BE FULLY
SUBSCRIBED AND PAID-UP BY ME ANS OF CONTRIBUTIONS
IN KIND CONSISTING OF ORDINARY SHARES OF THE
BRITISH COMP ANY ABBEY NATIONAL PLC. TOTAL SUPPRESSION
OF PRE-EMPTIVE RIGHTS AND EXPRESS PR OVISION
FOR THE POSSIBILITY OF AN INCOMPLETE SUBSCRIPTION.
OPTION, IN ACCORDAN CE WITH THE PROVISIONS OF
CHAPTER VIII OF TITLE VII AND THE SECOND ADDITIONAL
PROVISION OF THE RESTATED TEXT OF THE CORPORATE
INCOME TAX LAW (LEY DEL IMPUES TO SOBRE SOCIEDADES)
APPROVED BY ROYAL LEGISLATIVE DECREE 4/2004,
FOR THE SPEC IAL RULES THEREIN PROVIDED WITH
RESPECT TO THE CAPITAL INCREASE BY MEANS OF TH
E CONTRIBUTION IN KIND OF ALL THE ORDINARY SHARES
OF ABBEY NATIONAL PLC. DELEG ATION OF POWERS
TO THE BOARD OF DIRECTORS, AUTHORIZING THE BOARD
TO DELEGATE I N TURN TO THE EXECUTIVE COMMITTEE,
IN ORDER TO SET THE TERMS OF THE INCREASE I N
ALL AREAS NOT PROVIDED FOR BY THE SHAREHOLDERS
AT THIS GENERAL MEETING, PERF ORM THE ACTS NEEDED
FOR THE EXECUTION THEREOF, RE-DRAFT THE TEXT
OF THE FIRST PARAGRAPH OF ARTICLE 4 OF THE BY-LAWS
TO REFLECT THE NEW AMOUNT OF SHARE CAPIT AL,
EXECUTE WHATSOEVER PUBLIC OR PRIVATE DOCUMENTS
AS ARE NECESSARY TO CARRY O UT THE INCREASE AND,
WITH RESPECT TO THE CONTRIBUTION IN KIND OF THE
SHARES OF ABBEY NATIONAL PLC, EXECUTE THE OPTION
FOR THE SPECIAL TAX RULES PROVIDED FOR UNDER
CHAPTER VIII OF TITLE VII AND THE SECOND ADDITIONAL
PROVISION OF THE RE STATED TEXT OF THE CORPORATE
INCOME TAX LAW APPROVED BY ROYAL LEGISLATIVE
DEC REE 4/2004. REQUEST APPLICABLE DOMESTIC AND
FOREIGN AGENCIES TO ADMIT THE NEW SHARES TO TRADING
ON THE MADRID, BARCELONA, BILBAO, AND VALENCIA
STOCK MARKETS , THROUGH THE STOCK EXCHANGE INTERCONNECTION
SYSTEM (CONTINUOUS MARKET) AND TH E FOREIGN STOCK
EXCHANGES ON WHICH THE SHARES OF BANCO SANTANDER
ARE LISTED (C URRENTLY MILAN, LISBON AND BUENOS
AIRES, AND IN NEW YORK THROUGH ADRS), IN TH
E MANNER REQUIRED BY EACH OF THEM
2. AUTHORIZATION, WITHIN THE FRAMEWORK OF THE ACQUISITION Management For
OF ABBEY NATIONAL PLC B Y THE BANK, AND ONCE
SUCH ACQUISITION HAS BEEN COMPLETED, FOR THE
CONTINUATION OF CERTAIN OPTIONS PLANS FOR SHARES
AND RIGHTS TO RECEIVE SHARES OF ABBEY NAT IONAL
PLC THAT IT CURRENTLY GRANTS TO EMPLOYEES IN
ITS GROUP, REPLACING OPTION S FOR SHARES AND
RIGHTS TO RECEIVE SHARES OF ABBEY NATIONAL PLC
WITH OPTIONS F OR SHARES AND RIGHTS TO RECEIVE
SHARES OF THE BANK
3. AUTHORIZATION FOR THE DELIVERY OF ONE HUNDRED Management Against
(100) SHARES OF THE BANK TO EACH OF THE EMPLOYEES
OF THE ABBEY NATIONAL GROUP PLC, AS A SPECIAL
BONUS UPON THE ACQUISITION OF ABBEY NATIONAL
PLC, ONCE SUCH ACQUISITION HAS BEEN COMPLETED
4. RATIFICATION OF DIRECTOR Management For
5. AUTHORIZATION FOR THE BOARD OF DIRECTORS TO INTERPRET, Management For
RECTIFY, SUPPLEMENT, EX ECUTE AND FURTHER DEVELOP
THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT
THE G ENERAL MEETING, AS WELL AS TO SUBSTITUTE
THE POWERS IT RECEIVES FROM THE SHARE HOLDERS
ACTING AT THE GENERAL MEETING, AND THE GRANT
OF POWERS TO CONVERT SUCH RESOLUTIONS INTO NOTARIAL
INSTRUMENTS
* DEAR SHAREHOLDER: AS YOU ARE ALREADY AWARE, THE Non-Voting Non-Vote Proposal
EXTRAORDINARY GENERAL SHAREHOL DERS MEETING
OF BANCO SANTANDER CENTRAL HISPANO, S.A. HAS
BEEN CONVENED TO BE HELD, ON SECOND CALL, AT
12:00 NOON ON OCTOBER 21 OF THIS YEAR, AT THE
FACILI TIES OF THE PALACIO DE EXPOSICIONES Y
CONGRESOS - AVENIDA DEL RACING, S/N - IN THE
CITY OF SANTANDER. THE HOLDING OF THE MEETING
ON FIRST CALL AT THE SAME T IME ON OCTOBER 20
AND IN THE SAME PLACE HAS ALSO BEEN PROVIDED
FOR, ALTHOUGH P AST EXPERIENCE AND THE WIDE DISPERSION
OF OUR COMPANY S SHARE CAPITAL AMONG A GREAT
NUMBER OF SHAREHOLDERS ALLOWS FOR THE EXPECTATION
THAT THE GENERAL SHARE HOLDERS MEETING WILL
LIKELY BE HELD ON SECOND CALL ON OCTOBER 21, 2004
- ------------------------------------------------------------------------------------------------------------------------------------
BORAL LTD NEW AGM Meeting Date: 10/21/2004
Issuer: Q16969109 ISIN: AU000000BLD2
SEDOL: 6218670
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORTS, THE DIRECTORS Non-Voting Non-Vote Proposal
REPORT AND THE AUDITORS REPORTS FOR THE YE
30 JUN 2004
2. RE-ELECT MR. KEN MOSS AS A DIRECTOR OF THE COMPANY, Management For
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
COMPANY S CONSTITUTION
3. RE-ELECT MR. MARK RAYNER AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
4. ELECT MR. RICHARD LONGES AS A DIRECTOR OF THE Management For
COMPANY
5. APPROVE, FOR THE PURPOSES OF ASX LISTING RULE Management For
10.14: (A) THE GRANT BY THE COMP ANY TO MR. ROD
PEARSE, CHIEF EXECUTIVE OFFICER AND MANAGING
DIRECTOR, IN RESPE CT OF YE 30 JUN 2004, OF OPTIONS
TO SUBSCRIBE FOR UP TO 350,000 FULLY PAID ORD
INARY SHARES IN THE COMPANY UNDER THE BORAL SENIOR
EXECUTIVE OPTION PLAN AND O N THE SPECIFIED TERMS
AND THE ALLOTMENT TO MR. PEARSE OF ORDINARY SHARES
IN TH E COMPANY PURSUANT TO THE EXERCISE OF THOSE
OPTIONS; AND (B) THE OFFER BY THE COMPANY TO
MR. ROD PEARSE OF UP TO 120,000 FULLY PAID ORDINARY
SHARES IN THE C OMPANY UNDER THE BORAL SENIOR
EXECUTIVE PERFORMANCE SHARE PLAN ON THE SPECIFIE
D TERMS AND THE ACQUISITION BY THE COMPANY OF
THOSE SHARES TO BE HELD FOR THE BENEFIT OF MR.
PEARSE AND THE TRANSFER TO MR. PEARSE OF THOSE
SHARES
6. APPROVE, FOR THE PURPOSES OF SECTION 200E OF Management For
THE CORPORATIONS ACT, THE TERMINA TION PAYMENTS
WHICH MAY BECOME PAYABLE TO MR. ROD PEARSE UNDER
THE TERMS OF AN EXECUTIVE SERVICE CONTRACT ENTERED
INTO ON 15 SEP 2004 BETWEEN MR. PEARSE AND THE
COMPANY
7. APPROVE, CONDITIONAL UPON RESOLUTION 6 SET OUT Management For
IN THE NOTICE OF MEETING OF THE COMPANY DATED
17 SEP 2004 BEING PASSED AND FOR THE PURPOSES
OF ASX LISTING RU LE 10.14: (A) THE GRANT BY
THE COMPANY TO MR. ROD PEARSE OF OPTIONS TO SUBSCRI
BE FOR FULLY PAID ORDINARY SHARES IN THE COMPANY
UNDER THE BORAL SENIOR EXECUT IVE OPTION PLAN
ON THE SPECIFIED TERMS AND THE ALLOTMENT TO MR.
PEARSE OF ORDI NARY SHARES IN THE COMPANY PURSUANT
TO THE EXERCISE OF THOSE OPTIONS; AND (B) THE
OFFER BY THE COMPANY TO MR. ROD PEARSE OF FULLY
PAID ORDINARY SHARES IN TH E COMPANY UNDER THE
BORAL SENIOR EXECUTIVE PERFORMANCE SHARE PLAN
IN SUCH NUMB ER, AT SUCH TIMES AND ON THE SPECIFIED
TERMS AND THE ACQUISITION BY THE COMPAN Y OF
THOSE SHARES TO BE HELD FOR THE BENEFIT OF MR.
PEARSE AND THE TRANSFER TO MR. PEARSE OF THOSE
SHARES ON THE TERMS SET OUT IN THE OFFER; AND
IN EACH CAS E AS PART OF MR. PEARSE S REMUNERATION
IN RESPECT OF THE PERIOD FROM 01 JAN 20 05 TO
31 DEC 2009
- ------------------------------------------------------------------------------------------------------------------------------------
CENTRICA PLC EGM Meeting Date: 10/21/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) AGM Meeting Date: 10/21/2004
Issuer: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195
- ------------------------------------------------------------------------------------------------------------------------------------
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 FINANCIAL STATEMENTS F OR THE YE 31 MAR
2004
2.a RE-ELECT MR. P.B. CAMERON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
2.b RE-ELECT MR. G.P. DEMPSEY AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
2.c RE-ELECT MR. P.J. GOULANDRIS AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDA NCE WITH THE ARTICLES
OF ASSOCIATION
2.d RE-ELECT MR. P.R. O DONOGHUE AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN ACCORD ANCE WITH THE
ARTICLES OF ASSOCIATION
2.e RE-ELECT MR. LADY O REILLY AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH THE ARTICLES
OF ASSOCIATION
2.f RE-ELECT MR. D.W. SCULLEY AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION
3. ELECT MR. PAUL. D ALTON AS A DIRECTOR OF THE BOARD Management For
4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
S.5 AUTHORIZE THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES Management For
BEING A BODY CORPORATE R EFERRED TO IN THE EUROPEAN
COMMUNITIES PUBLIC LIMITED COMPANIES SUBSIDIARY
R EGULATION 1997 OF THE COMPANY, TO MAKE MARKET
PURCHASES SECTION 212 OF THE C OMPANIES ACT
1990 OF SHARES OF ANY CLASS OF THE COMPANY ON
SUCH TERMS AND CON DITIONS AND IN SUCH MANNERS
AS THE DIRECTORS FROM TIME TO TIME DETERMINE
IN AC CORDANCE WITH AND SUBJECT TO THE PROVISIONS
OF THE COMPANIES ACT 1990 AND TO T HE RESTRICTION
AND PROVISIONS IN ARTICLE 9 OF THE ARTICLES OF
ASSOCIATION AND TO RE-ISSUE PRICE RANGE ON WHICH
ANY TREASURY SHARES SECTION 209 OF THE COMPA
NIES ACT 1990 FOR THE TIME BEING HELD BY THE
COMPANY MAY BE RE-ISSUED OFF-MAR KET SHALL BE
THE PRICE RANGE IN ARTICLE 10 OF THE ARTICLES
OF ASSOCIATION ; A UTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OF THE COMPANY OR 20 JAN 2006
- ------------------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LTD AGM Meeting Date: 10/22/2004
Issuer: Q1498M100 ISIN: AU000000BHP4
SEDOL: 0144403, 0144414, 5709506, 6144690, 6144764, 6146760
- ------------------------------------------------------------------------------------------------------------------------------------
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
AS SET OUT IN THE ANNUAL 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 AS
SET OUT IN THE ANNUAL 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 AUDITORS OF Management For
BHP BILLITON PLC AND AUTHORIZE TH E 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 ORDINARY SHARES OF AUD 0.50 NOMINA
L VALUE EACH IN THE CAPITAL OF BHP BILLITON PLC
( SHARES ) PROVIDED THAT: A) T HE MAXIMUM AGGREGATE
NUMBER OF SHARES HEREBY AUTHORIZED TO BE PURCHASED
SHALL BE 246,814,700 REPRESENTING 10% OF BHP
BILLITON PLC S ISSUED SHARE CAPITAL; B) THE MINIMUM
PRICE WHICH MAY BE PAID FOR EACH SHARE IS USD
0.50, BEING THE NOM INAL VALUE OF THE SHARES;
C) THE MAXIMUM PRICE WHICH MAY BE PAID FOR ANY
SHARE IS NOT MORE THAN 5% ABOVE THE AVERAGE OF
THE MIDDLE MARKET QUOTATIONS FOR A S HARE TAKEN
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST FOR THE FIVE BUS INESS DAYS IMMEDIATELY
PRECEDING THE DATE OF PURCHASE OF THE SHARES;
AUTHORIT Y CONFERRED BY THIS RESOLUTION SHALL,
UNLESS RENEWED PRIOR TO SUCH TIME, EXPIR E ON
THE EARLIER OF 24 MAY 2006 AND THE LATER OF THE
AGM OF BHP BILLITON LIMIT ED AND THE AGM OF BHP
BILLITON PLC IN 2005 PROVIDED THAT BHP BILLITON
PLC MAY ENTER INTO A CONTRACT FOR THE PURCHASE
OF SHARES BEFORE THE EXPIRY OF THIS AUT HORITY
WHICH WOULD OR MIGHT BE COMPLETED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
15. APPROVE THE REMUNERATION REPORT FOR THE YE 30 Management For
JUN 2004
16. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For
17, THE: A) AMENDED BHP BILL ITON LIMITED GROUP
INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED;
AND B) AMENDED BHP BILLITON PLC GROUP INCENTIVE
SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED
17. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For
16 ABOVE: A) THE BHP BILLITO N LIMITED LONG TERM
INCENTIVE PLAN AND THE PRINCIPAL TERMS SPECIFIED;
AND B) T HE BHP BILLITON PLC LONG TERM INCENTIVE
PLAN AND THE PRINCIPAL TERMS AS SPECIF IED
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 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.
- ------------------------------------------------------------------------------------------------------------------------------------
MARKS & SPENCER GROUP P L C EGM Meeting Date: 10/22/2004
Issuer: G5824M107 ISIN: GB0031274896
SEDOL: 3127489
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO 692,771,084 ORDINARY SHARES OF 25 PENCE
EACH IN THE CAPIT AL OF THE COMPANY, PURSUANT
TO THE TENDER OFFER FOR ORDINARY SHARES ON THE
TER MS AS SPECIFIED, AT A MINIMUM PRICE AS SPECIFIED;
AUTHORITY EXPIRES AT THE CO NCLUSION OF THE
AGM OF THE COMPANY TO BE HELD IN 2005 ; 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
S.2 AUTHORIZE THE COMPANY, CONDITIONAL UPON THE PASSING Management For
OF RESOLUTION S.1, IN SUBS TITUTION FOR ANY AUTHORITY
SAVE FOR THE AUTHORITY CONFERRED BY RESOLUTION
S.1 ABOVE, WHICH SHALL BE IN ADDITION TO THE
AUTHORITY HEREBY CONFERRED , TO MAKE MARKET PURCHASES
SECTION 163 OF THE COMPANIES ACT 1985 OF ITS
ORDINARY SHAR ES UP TO 158,743,463 ORDINARY SHARES
OF 25 PENCE EACH, AT A MINIMUM PRICE OF 2 5 PENCE
AND NOT MORE THAN 105% ABOVE THE AVERAGE MARKET
VALUE FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES EARLIER AT THE CONCLU SION
OF THE AGM OF THE COMPANY TO BE HELD IN 2005
OR 13 OCT 2005 ; THE COMPANY , BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WIL L OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
WING TAI HOLDINGS LTD AGM Meeting Date: 10/22/2004
Issuer: V97973107 ISIN: SG1K66001688
SEDOL: 5891801, 6972385
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For
FYE 30 JUN 2004 AND THE REPORTS OF THE DIRECTOR
AND THE AUDITORS THEREON
2. DECLARE A FIRST AND FINAL DIVIDEND OF 8% LESS Management For
20% SINGAPORE INCOME TAX FOR THE FYE 30 JUN 2004
3. APPROVE THE DIRECTORS FEES FOR THE FYE 30 JUN Management For
2004
4. RE-ELECT MR. NE CHEN DUEN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE CO MPANY S ARTICLES
OF ASSOCIATION
5. RE-ELECT MR. LOH SOO ENG AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE COM PANY S ARTICLES OF
ASSOCIATION
6. RE-ELECT MR. LEE KIM WAH AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE COM PANY S ARTICLES OF
ASSOCIATION
7. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
8. RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For
COMPANIES ACT CHAPTER 50 , MR. PHUA BAH LEE
AS A DIRECTOR UNTIL THE NEXT AGM
9. RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For
COMPANIES ACT CHAPTER 50 , MR. LEE HAN YANG
AS A DIRECTOR UNTIL THE NEXT AGM
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT (CHAPTER 50) AND THE
LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITE D, TO ISSUE SHARES AND CONVERTIBLE
SECURITIES IN THE CAPITAL OF THE COMPANY (W HETHER
BY WAY OF RIGHTS, BONUS OR OTHERWISE) AT ANY
TIME TO SUCH PERSONS AND U PON SUCH TERMS AND
CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS
MAY IN TH EIR ABSOLUTE DISCRETION DEEM FIT, PROVIDED
THAT: (I) THE AGGREGATE NUMBER OF S HARES AND
CONVERTIBLE SECURITIES TO BE ISSUED PURSUANT
TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH
THE AGGRE GATE NUMBER OF SHARES AND CONVERTIBLE
SECURITIES TO BE ISSUED OTHER THAN ON A PRO-RATA
BASIS TO THE SHAREHOLDERS OF THE COMPANY DOES
NOT EXCEED 20% OF THE I SSUED SHARE CAPITAL OF
THE COMPANY; AND FOR THE PURPOSE OF THIS RESOLUTION,
TH E ISSUED SHARE CAPITAL SHALL BE THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE TIME THIS
RESOLUTION IS PASSED, AFTER ADJUSTING FOR NEW
SHARES ARISING FROM T HE CONVERSION OF CONVERTIBLE
SECURITIES OR SHARE OPTIONS ON ISSUE AT THE TIME
THIS RESOLUTION IS PASSED AND ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF T HE SHARES OF
THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF
THE NEXT AGM OF TH E COMPANY OR THE DATE BY WHICH
THE NEXT AGM IS TO BE HELD BY LAW
11. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 161 OF THE COMPANI ES ACT (CHAPTER
50), TO ISSUE, ALLOT OR OTHERWISE DISPOSE OF
SHARES IN THE COM PANY (INCLUDING TO ISSUE, ALLOT
OR OTHERWISE DISPOSE OF SHARES TO ANY DIRECTOR
OF THE COMPANY) PURSUANT TO THE EXERCISE OF OPTIONS
GRANTED IN CONNECTION WIT H OR PURSUANT TO THE
TERMS AND CONDITIONS OF THE WING TAI HOLDINGS
LIMITED EXE CUTIVES SHARE OPTION SCHEME APPROVED
BY SHAREHOLDERS OF THE COMPANY IN GENERA L MEETING
ON 05 DEC 1991 (THE 1991 SCHEME); AUTHORITY
SHALL CONTINUE IN FORCE UNTIL THE CONCLUSION
OF THE COMPANY S NEXT AGM
12. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT (CHAPTER 50), TO ISSUE,
ALLOT OR OTHERWISE DISPOSE OF SHARES IN THE COMPANY
PURSUANT T O THE EXERCISE OF OPTIONS GRANTED
IN CONNECTION WITH OR PURSUANT TO THE TERMS AND
CONDITIONS OF THE WING TAI HOLDINGS LIMITED (2001)
SHARE OPTION SCHEME APP ROVED BY SHAREHOLDERS
OF THE COMPANY IN GENERAL MEETING ON 31 AUG 2001
AND AS MAY BE AMENDED FROM TIME TO TIME (THE
2001 SCHEME) AND, PURSUANT TO THE 2001 S CHEME,
TO MAKE AND GRANT OFFERS, AGREEMENTS AND OPTIONS
WHICH WOULD OR MAY REQ UIRE SHARES TO BE ISSUED,
ALLOTTED OR OTHERWISE DISPOSED OF, WHETHER DURING
TH E CONTINUANCE OF THIS AUTHORITY OR THEREAFTER,
UPON SUCH TERMS AND CONDITIONS AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
WING TAI HOLDINGS LTD EGM Meeting Date: 10/22/2004
Issuer: V97973107 ISIN: SG1K66001688
SEDOL: 5891801, 6972385
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND 2, 6, 13, 14, 15, 16A, 18, 21, 40, 41, Management For
43, 44, 45, 46, 47, 71, 76, 81, 8 6, 87, 88,
92, 94,101,104(H), 105, 115, 130, 145, 152, 153,
159, 160, 161, 162 , 165, 166 AND 167 OF THE
ARTICLES OF ASSOCIATION
2. AUTHORIZE THE DIRECTORS OF THE COMPANY TO MAKE Management For
MARKET PURCHASES BY WAY OF MAR KET PURCHASES
OR OFF-MARKET PURCHASES ON AN EQUAL ACCESS SCHEME
OF ORDINARY S HARES OF SGD 0.25 EACH SHARES
UP TO 10% OF THE ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY AS AT THE DATE OF THIS RESOLUTION
OR AT THE LAST AGM OF THE CO MPANY, AND AT A
PRICE OF UP TO NOT EXCEEDING THE MAXIMUM PRICE,
IN ACCORDANCE WITH THE GUIDELINES ON THE SHARE
PURCHASE BY THE COMPANY AS SPECIFIED; AUTHOR
ITY EXPIRES EARLIER ON THE DATE OF THE NEXT AGM
OF THE COMPANY IS HELD OR IS R EQUIRED BY LAW
TO BE HELD
- ------------------------------------------------------------------------------------------------------------------------------------
EURONEXT NV, AMSTERDAM EGM Meeting Date: 10/25/2004
Issuer: N3113K108 ISIN: NL0000241511 BLOCKING
SEDOL: 7153758, 7153769, 7153770
- ------------------------------------------------------------------------------------------------------------------------------------
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 OCT 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. RECEIVE THE NOTICE OF APPOINTMENT MR. VAN DER Management
DOES DE WILLEBOIS AS A MEMBER OF THE BOARD OF
MANAGEMENT
3. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
EURONEXT NV, AMSTERDAM EGM Meeting Date: 10/25/2004
Issuer: N3113K108 ISIN: NL0000241511
SEDOL: 7153758, 7153769, 7153770
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. RECEIVE THE NOTICE OF APPOINTMENT MR. VAN DER Non-Voting
DOES DE WILLEBOIS AS A MEMBER OF THE BOARD OF
MANAGEMENT
3. CLOSING Non-Voting
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 176536 DUE TO CHANGE IN VO TING STATUS ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THIS IS AN INFORMATION ONLY Non-Voting
MEETING. SHOULD YOU WISH TO ATTEN D THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOU R CLIENT REPRESENTATIVE AT
ADP. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
FBG FIN LTD AGM Meeting Date: 10/25/2004
Issuer: Q3944W187 ISIN: AU000000FGL6
SEDOL: 0349350, 5993804, 6349268
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH THE COMPANY
S CONSTITUTION
2. RE-ELECT MR. B. HEALEY AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE WI TH THE COMPANY S
CONSTITUTION
3. APPROVE TO INCREASE THE TOTAL AMOUNT OF THE DIRECTORS Management For
FEES BY THE COMPANY, TH AT MAY BE RECEIVED BY
THE COMPANY S NON-EXECUTIVE DIRECTORS FROM AUD
900,000 T O AUD 1,200,000
4. AUTHORIZE THE DIRECTORS: A) TO ESTABLISH AND Management For
IN THEIR DISCRETION MAINTAIN, WIT H EFFECT FROM
THE DATE OF THIS RESOLUTION, THE PLANS PROPOSED
TO BE CALLED THE FOSTER S EMPLOYEE SHARE GRANT
PLAN SHARE GRANT PLAN AND THE FOSTER S EMPLOY
EE SHARE GRANT REPLICA PLAN REPLICA PLAN ON
SUBSTANTIALLY THE TERMS AND COND ITIONS AS SPECIFIED,
AND IMPLEMENT THE PLANS; B) APPROVE TO ISSUE
THE PARTICIP ATING EMPLOYEES UNDER THE SHARE
GRANT PLAN, ORDINARY SHARES IN THE COMPANY IN
ACCORDANCE WITH THE RULES FOR THE SHARE GRANT
PLAN AS SPECIFIED, AND THAT SUCH ISSUES OF ORDINARY
SHARES AS AN EXCEPTION TO ASX LISTING RULE 7.1;
AND C) MAK E AWARDS TO PARTICIPATING EMPLOYEES
UNDER THE REPLICA PLAN TO RECEIVE PAYMENTS IN
ACCORDANCE WITH THE RULES FOR THE REPLICA PLAN
5. APPROVE THE ACQUISITION OF RIGHTS IN RESPECT Management For
OF UP TO A MAXIMUM OF 340,000 ORD INARY SHARES
IN THE COMPANY IN RESPECT OF THE FY 2004/2005,
SUBJECT TO THE REL EVANT PERFORMANCE STANDARDS
PRESCRIBED UNDER THE FOSTER S LONG TERM INCENTIVE
PLAN PLAN , BY MR. T.L.O HOY, PRESIDENT AND
THE CHIEF EXECUTIVE OFFICER OF TH E COMPANY,
UNDER THE PLAN
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW SGM Meeting Date: 10/25/2004
Issuer: T92778124 ISIN: IT0003497176 BLOCKING
SEDOL: 7634402
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN
DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES
WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS CANCELLED. THANK YOU.
1. RECEIVE THE COMMON REPRESENTATIVE S REPORT ON Management
THE FUND SET UP TO COVER THE NEC ESSARY EXPENSES
FOR THE PROTECTION OF SAVING SHARES INTERESTS
2. APPOINT SAVING SHARES COMMON REPRESENTATIVE AND Management
APPROVE TO STATE RELATED EMOLU MENTS
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA SPA, MILANO SGM Meeting Date: 10/25/2004
Issuer: T92778108 ISIN: IT0003497168 BLOCKING
SEDOL: 7634394, 7649882
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOU R VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AME NDED. 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 REPORT OF THE COMMON REPRESENTATIVE Management
RELATED TO THE FUNDS ESTABLISH ED FOR THE EXPENSES
NECESSARY TO THE DEFENCE OF THE COMMON INTERESTS
2. APPOINT THE COMMON REPRESENTATIVE AND FIX THE Management
EMOLUMENT
- ------------------------------------------------------------------------------------------------------------------------------------
EMPORIKI BANK OF GREECE SA AGM Meeting Date: 10/26/2004
Issuer: X14744100 ISIN: GRS006013007 BLOCKING
SEDOL: 4212823, 5518188
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN EGM - THANK YOU Non-Voting
1. APPROVE THE MERGER CONTRACT PLAN AND DEED OF Management
THE COMPANY EMPORIKI BANK OF GRE ECE THROUGH
UNIFIED ABSORPTION OF THE COMPANIES COMMERCIAL
INVESTMENTS BANK SA , COMMERCIAL INVEST SA ,
COMMERCIAL FACTORING SA AND THE COMMERCIAL
CAP ITAL AND HOLDINGS SA , ALONG WITH THE HEARING
OF THE TRANSFORMATION BALANCE SH EET, THE RELEVANT
CHARTERED AUDITORS CERTIFICATES AND THE BOARD
OF DIRECTOR S REPORT TOWARDS THE SHAREHOLDERS,
ACCORDING TO ARTICLE 69, PARAGRAPH 4 OF COMM
ERCIAL LAW 2190/1920; GRANTING AUTHORIZATION
FOR THE SIGNING OF THE NOTARIAL D EED AND THE
PROCEEDING OF ANY OTHER ACT, STATEMENT OR CONTRACT
REQUIRED
2. APPROVE THE MERGER CONTRACT PLAN AND DEED OF Management
THE COMPANY EMPORIKI BANK SA TH ROUGH UNIFIED
ABSORPTION OF THE COMPANIES COMMERCIAL INVESTMENT
BANK SA , CO MMERCIAL INVEST SA , COMMERCIAL
FACTORING SA AND THE COMMERCIAL CAPITAL AND
HOLDINGS SA , ACCORDING TO ARTICLE 23A OF COMMERCIAL
LAW 2190/1920
3. APPROVE THE : I) SHARE CAPITAL INCREASE OF EMPORIKI Management
BANK OF GREECE SA BY THE AMOUNT OF THE CONTRIBUTED
SHARE CAPITAL, DUE TO THE MERGER THROUGH ABSORPTION
OF COMMERCIAL INVESTMENT BANK SA AND THE COMMERCIAL
INVEST SA ; II) SHARE CAPITAL DECREASE OF EMPORIKI
BANK OF GREECE SA , DUE TO CONFUSION, BY THE
AMO UNT OF THE TOTAL PAR VALUE OF THE SHARES
THAT: 1) THE EMPORIKI BANK OF GREECE SA OWNS
IN: A) THE COMMERCIAL INVESTMENT BANK SA ; B)
THE COMMERCIAL INVES T SA ; C) THE COMMERCIAL
FACTORING SA ; D) THE COMMERCIAL CAPITAL AND
HOLDIN GS SA ; AND 2) THE COMMERCIAL INVEST
BANK SA OWNS IN ITSELF; III) SHARE CAPI TAL
INCREASE OF EMPORIKI BANK OF GREECE SA , DUE
TO THE CAPITALIZATION OF RES ERVES, IN ORDER
TO RETAIN THE SHARES EXCHANGE RATIO AND TO ROUND
OFF THE PAR VALUE TO EUR 5.50 OF EMPORIKI BANK
OF GREECE SA SHARES
4. AMEND ARTICLES 4 AND 5 OF THE COMPANY S STATUTE, Management
ITS CODIFICATION AND GRANTING OF IRREVOCABLE
ORDER TO THE BOARD OF DIRECTOR TO PROCEED WITH
THE SETTLEMENT OF ANY POTENTIAL FRACTIONAL RIGHTS
5. APPROVE THE DATE DEEDS, STATEMENTS, ANNOUNCEMENTS Management
AND CONTRACTS OF THE BOARD O F DIRECTOR EMPORIKI
BANK OF GREECE SA , OF THE ADDITIONAL ONES AND
THE PROXIE S FOR THE PURPOSES OF THE ABOVE MERGER
6. OTHER ISSUES AND ANNOUNCEMENTS Other
* PLEASE NOTE THAT THE MID: 202907 HELD ON 14 OCT Non-Voting
2004 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 26 OCT 2004. P LEASE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEA
SE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INST RUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
FUTURIS CORP LTD AGM Meeting Date: 10/26/2004
Issuer: Q39718103 ISIN: AU000000FCL5
SEDOL: 6357852
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORT FOR THE YE 30 JUN Non-Voting Non-Vote Proposal
2004 AND THE DIRECTORS AND THE AUDITOR S REPORT
2.1 ELECT MR. R.G. GRIGG AS A DIRECTOR OF THE COMPANY, Management For
WHO RETIRES IN ACCORDANCE W ITH RULE 8.1(E) OF
THE CONSTITUTION OF THE COMPANY
2.2 RE-ELECT MR. W.H. JOHNSON AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATIO N PURSUANT TO
RULE 8.1(E) OF THE CONSTITUTION OF THE COMPANY
2.3 RE-ELECT MR. G.D. WALTERS AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATIO N PURSUANT TO
RULE 8.1(E) OF THE CONSTITUTION OF THE COMPANY
3. APPROVE TO INCREASE THE MAXIMUM AMOUNT OF FEES Management For
THAT MAY BE PAID BY THE COMPANY FROM AUD 800,000
PER ANNUM TO AUD 1,300,000 PER ANNUM IN AGGREGATE
FOR ALL NO N-EXECUTIVE DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
PACIFIC BRANDS LTD AGM Meeting Date: 10/26/2004
Issuer: Q7161J100 ISIN: AU000000PBG6
SEDOL: B00G290
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
OF THE COMPANY FOR THE PERIOD FRO M 12 DEC 2003
TO 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS
AND THE AUDITOR
2.a ELECT MS. MAUREEN PLAVSIC AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH RULE 8 .1(C) OF THE
COMPANY S CONSTITUTION
2.b ELECT MR. PAT HANDLEY AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE WIT H RULE 8.1(D) OF
THE COMPANY S CONSTITUTION
- ------------------------------------------------------------------------------------------------------------------------------------
PAPERLINX LTD AGM Meeting Date: 10/26/2004
Issuer: Q73258107 ISIN: AU000000PPX1
SEDOL: 6222206, 6259970
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE DIRECTORS DECLARATION AND REPORT FOR
THE YE 30 JUN 2004, TOGETHER WITH THE AUDITOR
S REPORT TO THE MEMB ERS OF THE COMPANY
2.a RE-ELECT MR. D.E. MEIKLEJOHN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
2.b ELECT MR. T.P. PARK AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
2.c RE-ELECT DR. N.L. SCHEINKESTEL AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH T HE COMPANY S
CONSTITUTION
3. APPROVE THE ISSUE, UNDER A LONG-TERM INCENTIVE Management For
PLAN, TO THE MANAGING DIRECTOR, MR. T.P. PARK,
OF UP TO 300,000 OPTIONS AND THE ISSUE TO THE
CHIEF FINANCIAL OFFICER, MR. D.G. ABOTOMEY, OF
UP TO 150,000 OPTIONS TO SUBSCRIBE FOR ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY SUBJECT
TO ACHIEVEMENT OF PERFORMANCE CO NDITIONS AND
ON THE OTHER TERMS AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL AGM Meeting Date: 10/26/2004
Issuer: Q7788C108 ISIN: AU000000PBL6
SEDOL: 5636820, 6637082
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND APPROVE THE CONSOLIDATED FINANCIAL Non-Voting Non-Vote Proposal
STATEMENTS OF THE COMPANY AND I TS CONTROLLED
ENTITIES AND THE REPORTS OF THE DIRECTORS AND
THE AUDITOR FOR TH E FYE 30 JUN 2004
a. ELECT MR. CHRISTOPHER ANDERSON AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH C LAUSE 6.1(E)
OF THE COMPANY S CONSTITUTION
b. ELECT MR. SAMUEL CHISHOLM AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH CLAUSE 6.1(E) OF THE
COMPANY S CONSTITUTION
c. RE-ELECT MR. ROWEN CRAIGIE AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH CLAUS E 6.1(F) OF
THE COMPANY S CONSTITUTION
d. RE-ELECT MR. JAMES PACKER AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE
COMPANY S CONSTITUTION
e. RE-ELECT MR. KERRY PACKER AS A DIRECTOR, WHO Management Against
RETIRES IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE
COMPANY S CONSTITUTION
S.f APPROVE, FOR THE PURPOSES OF SECTION 260B(2) Management For
OF THE CORPORATIONS ACT 2001, THE GIVING OF FINANCIAL
ASSISTANCE BY BURSWOOD LIMITED BURSWOOD OR
ANY OF ITS S UBSIDIARIES WHETHER AS TRUSTEE
OR OTHERWISE IN CONNECTION WITH THE ACQUISITI
ON OF SHARES IN BURSWOOD BY PBL WA PTY LIMITED
BEING A WHOLLY SUBSIDIARY OF THE COMPANY AS
SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
STOCKLAND AGM Meeting Date: 10/26/2004
Issuer: Q8773B105 ISIN: AU000000SGP0
SEDOL: 6850856
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Non-Voting Non-Vote Proposal
THE FINANCIAL STATEMENTS FOR THE YE 30 JUN 2004
TOGETHER WITH THE AUDITOR S REPORT
2. RE-ELECT MR. G.J. BRADLEY AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE CO MPANY S CONSTITUTION
3. RE-ELECT MR. H.C. THORNBURN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
4. RE-ELECT MR. N.F. GREINER AS A DIRECTOR, WHO Management For
RETIRES IN ROTATION IN ACCORDANCE WITH THE COMPANY
S CONSTITUTION
5. APPROVE, SUBJECT TO RESOLUTION 6 AND FOR ALL Management Against
PURPOSES UNDER THE CORPORATIONS A CT AND THE
LISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED:
A) THE ESTABLIS HMENT OF A PLAN, TO BE CALLED
THE STOCKLAND INCENTIVE SHARE PLAN PLAN FOR
TH E PROVISION OF INCENTIVES TO SENIOR EMPLOYEES
OF THE COMPANY, STOCKLAND TRUST MANAGEMENT LIMITED
STML AND THEIR SUBSIDIARIES; B) THE ISSUE AND
TRANSFER OF STAPLED SECURITIES TO SENIOR EMPLOYEES
UNDER THE PLAN; AND C) THE PROVISION O F BENEFITS
TO THOSE SENIOR EMPLOYEES UNDER THE PLAN, IN
ACCORDANCE WITH THE ST OCKLAND INCENTIVE SHARE
PLAN RULES AS SPECIFIED
S.6 APPROVE AND ADOPT THE CONSTITUTION OF THE COMPANY Management For
IN SUBSTITUTION FOR AND TO T HE EXCLUSION OF
THE EXISTING CONSTITUTION OF THE COMPANY MEMORANDUM
AND ARTIC LES OF ASSOCIATION WHICH IS REPEALED
BY THIS RESOLUTION
7. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6, NOTWITHSTANDING Management Against
THE TERMS OF THE RE SOLUTION PASSED AT THE 2001
AGM CONCERNING THE ISSUE OF STOCKLAND STAPLED
SECU RITIES TO MR. QUINN, AND FOR ALL PURPOSES
UNDER THE CORPORATIONS ACT AND THE L ISTING RULES
OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE
ALLOTMENT OR TRANSFE R OF 160,000 STOCKLAND STAPLED
SECURITIES TO MR. MATHEW QUINN UNDER THE TERMS
OF THE STOCKLAND INCENTIVE SHARE PLAN PLAN ,
WITHIN 1 MONTH AFTER THE DATE OF THE MEETING
AT WHICH THIS RESOLUTION WAS CONSIDERED; B) THE
MAKING OF INTERES T FREE LOANS TO MR. QUINN,
BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS
DETERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND
ACHIEVES EARNINGS PER ST APLED SECURITY TARGETS
AND/OR TOTAL SECURITYHOLDER RETURN TARGETS SET
BY THE B OARD BEFORE THE ALLOTMENT OR TRANSFER
OF STAPLED SECURITIES UNDER THE PLAN, PR OVIDED
WITH THAT MR. QUINN WILL RECEIVE NO BENEFIT UNDER
PARAGRAPH (A), (B) AN D (C) OF THIS RESOLUTION
IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE
30 JUN 2007
8. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6 AND Management Against
FOR ALL PURPOSES UNDER THE CORPO RATIONS ACT
AND THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE
LIMITED: A) THE ALLOTMENT OR TRANSFER OF 90,000
STOCKLAND STAPLED SECURITIES TO MR. HUGH THOR
BURN UNDER THE TERMS OF THE STOCKLAND INCENTIVE
SHARE PLAN PLAN , WITHIN 1 MO NTH AFTER THE
DATE OF THE MEETING AT WHICH THIS RESOLUTION
WAS CONSIDERED; B) THE MAKING OF INTEREST FREE
LOANS TO MR. THORBURN UNDER THE PLAN FOR 100%
OF T HE SUBSCRIPTION OR PURCHASE PRICE OF THE
STAPLED SECURITIES APPROVED TO BE ALL OTTED OR
TRANSFERRED TO MR. THORBURN UNDER THE PLAN; AND
C) THE PROVISION OF A WARDS TO MR. THORBURN,
BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS
DET ERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND
ACHIEVES EARNINGS PER STAPLE D SECURITY TARGETS
AND/OR TOTAL SECURITY HOLDER RETURN TARGETS SET
BY THE BOAR D BEFORE THE ALLOTMENT OR TRANSFER
OF STAPLED SECURITIES UNDER THE PLAN, PROVI DED
THAT MR. THORBURN WILL RECEIVE NO BENEFIT UNDER
PARAGRAPHS (A), (B) AND (C ) OF THIS RESOLUTION
IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE
30 JUN 200 7
S.9 RATIFY AND APPROVE, FOR THE PURPOSES OF ASX LISTING Management For
RULES 7.1 AND 7.4, THE CON STITUTIONS OF THE
COMPANY AND THE TRUST AND THE CORPORATIONS ACT,
THE ISSUE OF 39,000,000 STAPLED SECURITIES AT
AUD 5.20 PER STAPLED SECURITY ON 27 FEB 2004
IN A PRIVATE PLACEMENT
10. TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
STOCKLAND AGM Meeting Date: 10/26/2004
Issuer: Q8773B162 ISIN: AU0000SGPNA1
SEDOL: B02QZ33
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Non-Voting Non-Vote Proposal
THE FINANCIAL STATEMENTS FOR THE YE 30 JUN 2004
TOGETHER WITH THE AUDITOR S REPORT
2. RE-ELECT MR. G.J. BRADLEY AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE CO MPANY S CONSTITUTION
3. RE-ELECT MR. H.C. THORNBURN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
4. RE-ELECT MR. N.F. GREINER AS A DIRECTOR, WHO Management For
RETIRES IN ROTATION IN ACCORDANCE WITH THE COMPANY
S CONSTITUTION
* PLEASE NOTE THAT THE COMPANY AND STML WILL DISREGARD Non-Voting Non-Vote Proposal
ANY VOTES CAST ON RESOLUT IONS 5, 7 AND 8 BY
ANY DIRECTOR OF THE COMPANY OR STML EXCEPT ONE
WHO IS INEL IGIBLE TO PARTICIPATE IN ANY EMPLOYEE
INCENTIVE SCHEME AND ANY ASSOCIATE OF T HOSE
PERSONS. THANK YOU.
5. APPROVE, SUBJECT TO RESOLUTION S.6 AND FOR ALL Management Against
PURPOSES UNDER THE CORPORATIONS ACT AND THE LISTING
RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED: A)
THE ESTABL ISHMENT OF A PLAN, TO BE CALLED THE
STOCKLAND INCENTIVE SHARE PLAN PLAN FOR THE
PROVISION OF INCENTIVES TO SENIOR EMPLOYEES OF
THE COMPANY, STOCKLAND TRUS T MANAGEMENT LIMITED
STML AND THEIR SUBSIDIARIES; B) THE ISSUE AND
TRANSFER OF STAPLED SECURITIES TO SENIOR EMPLOYEES
UNDER THE PLAN; AND C) THE PROVISION OF BENEFITS
TO THOSE SENIOR EMPLOYEES UNDER THE PLAN, IN
ACCORDANCE WITH THE STOCKLAND INCENTIVE SHARE
PLAN RULES AS SPECIFIED
S.6 APPROVE AND ADOPT THE CONSTITUTION OF THE COMPANY Management For
IN SUBSTITUTION FOR AND TO T HE EXCLUSION OF
THE EXISTING CONSTITUTION OF THE COMPANY MEMORANDUM
AND ARTIC LES OF ASSOCIATION WHICH IS REPEALED
BY THIS RESOLUTION
7. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6, NOTWITHSTANDING Management Against
THE TERMS OF THE RE SOLUTION PASSED AT THE 2001
AGM CONCERNING THE ISSUE OF STOCKLAND STAPLED
SECU RITIES TO MR. QUINN, AND FOR ALL PURPOSES
UNDER THE CORPORATIONS ACT AND THE L ISTING RULES
OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE
ALLOTMENT OR TRANSFE R OF 160,000 STOCKLAND STAPLED
SECURITIES TO MR. MATHEW QUINN UNDER THE TERMS
OF THE STOCKLAND INCENTIVE SHARE PLAN PLAN ,
WITHIN 1 MONTH AFTER THE DATE OF THE MEETING
AT WHICH THIS RESOLUTION WAS CONSIDERED; B) THE
MAKING OF INTERES T FREE LOANS TO MR. QUINN,
BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS
DETERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND
ACHIEVES EARNINGS PER ST APLED SECURITY TARGETS
AND/OR TOTAL SECURITYHOLDER RETURN TARGETS SET
BY THE B OARD BEFORE THE ALLOTMENT OR TRANSFER
OF STAPLED SECURITIES UNDER THE PLAN, PR OVIDED
WITH THAT MR. QUINN WILL RECEIVE NO BENEFIT UNDER
PARAGRAPH (A), (B) AN D (C) OF THIS RESOLUTION
IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE
30 JUN 2007
8. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6 AND Management Against
FOR ALL PURPOSES UNDER THE CORPO RATIONS ACT
AND THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE
LIMITED: A) THE ALLOTMENT OR TRANSFER OF 90,000
STOCKLAND STAPLED SECURITIES TO MR. HUGH THOR
BURN UNDER THE TERMS OF THE STOCKLAND INCENTIVE
SHARE PLAN PLAN , WITHIN 1 MO NTH AFTER THE
DATE OF THE MEETING AT WHICH THIS RESOLUTION
WAS CONSIDERED; B) THE MAKING OF INTEREST FREE
LOANS TO MR. THORBURN UNDER THE PLAN FOR 100%
OF T HE SUBSCRIPTION OR PURCHASE PRICE OF THE
STAPLED SECURITIES APPROVED TO BE ALL OTTED OR
TRANSFERRED TO MR. THORBURN UNDER THE PLAN; AND
C) THE PROVISION OF A WARDS TO MR. THORBURN,
BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS
DET ERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND
ACHIEVES EARNINGS PER STAPLE D SECURITY TARGETS
AND/OR TOTAL SECURITY HOLDER RETURN TARGETS SET
BY THE BOAR D BEFORE THE ALLOTMENT OR TRANSFER
OF STAPLED SECURITIES UNDER THE PLAN, PROVI DED
THAT MR. THORBURN WILL RECEIVE NO BENEFIT UNDER
PARAGRAPHS (A), (B) AND (C ) OF THIS RESOLUTION
IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE
30 JUN 200 7
* PLEASE NOTE THAT THE COMPANY AND STML WILL DISREGARD Non-Voting Non-Vote Proposal
ANY VOTES CAST ON RESOLUT ION 9 BY ANY PERSON
WHO PARTICIPATED IN THE ISSUE AND ANY ASSOCIATE
OF THOSE P ERSONS. THANK YOU.
9. RATIFY AND APPROVE, FOR THE PURPOSES OF ASX LISTING Management For
RULES 7.1 AND 7.4, THE CON STITUTIONS OF THE
COMPANY AND THE TRUST AND THE CORPORATIONS ACT,
THE ISSUE OF 39,000,000 STAPLED SECURITIES AT
AUD 5.20 PER STAPLED SECURITY ON 27 FEB 2004
IN A PRIVATE PLACEMENT
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD AGM Meeting Date: 10/26/2004
Issuer: Q67027112 ISIN: AU000000NCP0
SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MR. K.E. COWLEY AS A DIRECTOR Management For
2. RE-ELECT MR. D.F. DEVOE AS A DIRECTOR Management For
3. ELECT MR. V. DINH AS A DIRECTOR Management For
4. ELECT MR. P.L. BARNES AS A DIRECTOR Management For
5. ELECT MR. J.L. THORNTON AS A DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD EGM Meeting Date: 10/26/2004
Issuer: Q67027112 ISIN: AU000000NCP0
SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, CONDITIONAL UPON APPROVAL BY SHAREHOLDERS Management For
OF THE SHARE SCHEME AND BY OPTIONHOLDERS OF THE
OPTION SCHEME, THE CAPITAL OF THE COMPANY BE
REDUCED BY C ANCELING ALL OF THE ORDINARY SHARES
AND ALL OF THE PREFERRED SHARES IN THE CAP ITAL
OF THE COMPANY, SUCH REDUCTION AND CANCELLATION
TO TAKE EFFECT UPON IMPLE MENTATION OF THE SHARE
SCHEME AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal
AGENDA. IF HAVE ALREADY SE NT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AM END YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD CRT Meeting Date: 10/26/2004
Issuer: Q67027112 ISIN: AU000000NCP0
SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SHARE SCHEME TO BE ENTERED INTO BETWEEN Management For
THE COMPANY ON THE ONE HAN D AND THE ORDINARY
SHAREHOLDERS AND PREFERRED SHAREHOLDERS ON THE
OTHER FOR TH E PURPOSES OF SECTION 411 OF THE
CORPORATIONS ACT 2001, CONDITIONAL UPON APPRO
VAL BY THE OPTION HOLDERS OF THE OPTION SCHEME
AND BY SHAREHOLDERS OF THE CAPI TAL REDUCTION
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD EGM Meeting Date: 10/26/2004
Issuer: Q67027138 ISIN: AU0000NCPDP0
SEDOL: 6620758, 6648620
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, CONDITIONAL UPON APPROVAL BY SHAREHOLDERS Management For
OF THE SHARE SCHEME AND BY OPTIONHOLDERS OF THE
OPTION SCHEME, THE CAPITAL OF THE COMPANY BE
REDUCED BY C ANCELING ALL OF THE ORDINARY SHARES
AND ALL OF THE PREFERRED SHARES IN THE CAP ITAL
OF THE COMPANY, SUCH REDUCTION AND CANCELLATION
TO TAKE EFFECT UPON IMPLE MENTATION OF THE SHARE
SCHEME AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal
AGENDA. IF HAVE ALREADY SE NT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AM END YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD CRT Meeting Date: 10/26/2004
Issuer: Q67027138 ISIN: AU0000NCPDP0
SEDOL: 6620758, 6648620
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SHARE SCHEME TO BE ENTERED INTO BETWEEN Management For
THE COMPANY ON THE ONE HAN D AND THE ORDINARY
SHAREHOLDERS AND PREFERRED SHAREHOLDERS ON THE
OTHER FOR TH E PURPOSES OF SECTION 411 OF THE
CORPORATIONS ACT 2001, CONDITIONAL UPON APPRO
VAL BY THE OPTION HOLDERS OF THE OPTION SCHEME
AND BY SHAREHOLDERS OF THE CAPI TAL REDUCTION
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
NEWCREST MINING LTD AGM Meeting Date: 10/27/2004
Issuer: Q6651B114 ISIN: AU000000NCM7
SEDOL: 4642226, 6637101, B02KH39
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Management For
THE COMPANY AND ITS CONTROLLED EN TITIES FOR
THE YE 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS
AND THE AUDITOR S THEREON
2.a RE-ELECT MR. IAN A. RENARD AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH RULE
69 OF THE COMPANY S CONSTITUTION
2.b RE-ELECT MR. RONALD C. MILNE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDA NCE WITH RULE
69 OF THE COMPANY S CONSTITUTION
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION 3 BY MR. PALMER OR HIS
ASSOCIATE.THANK YOU.
3. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT UP Management For
TO 50,000 PERFORMANCE RIGHTS TO T HE MANAGING
DIRECTOR OF THE COMPANY, MR. ANTHONY PALMER,
UNDER THE TERMS CONTA INED IN THE COMPANY S EXECUTIVE
PERFORMANCE SHARE PLAN
S.4 AMEND THE COMPANY S CONSTITUTION REGARDING RETIREMENT Management Against
OF DIRECTORS
5. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
SUNCORP METWAY LIMITED AGM Meeting Date: 10/27/2004
Issuer: Q8802S103 ISIN: AU000000SUN6
SEDOL: 6585084
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR
FOR THE YE 30 JUN 2004
2.a RE-ELECT MR. J.D. STORY AS A DIRECTOR IN ACCORDANCE Management For
WITH CLAUSE 14(5) OF THE C OMPANY S CONSTITUTION,
WHO RETIRES BY ROTATION
2.b RE-ELECT MR. M.D.E. KRIEWALDT AS A DIRECTOR IN Management For
ACCORDANCE WITH CLAUSE 14(5) OF THE COMPANY S
CONSTITUTION, WHO RETIRES BY ROTATION
3. APPROVE, FOR THE PURPOSES OF CLAUSE 14.8(A) OF Management For
THE COMPANY S CONSTITUTION AND LISTING RULE 10.17,
TO INCREASE THE MAXIMUM AMOUNT PAYABLE AS REMUNERATION
TO DIRECTORS AS THE DIRECTORS FEES IN ANY FY
BY AUD 1,000,000 FROM AUD 1,500,000 PER ANNUM
TO AUD 2,500,000 PER ANNUM INCLUSIVE OF ALL STATUTORY
SUPERANNUATIO N GUARANTEE CONTRIBUTION MADE BY
THE COMPANY ON BEHALF OF THE DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
AMCOR LTD AGM Meeting Date: 10/28/2004
Issuer: Q03080100 ISIN: AU000000AMC4
SEDOL: 5709421, 6009131, 6066608
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE STATEMENTS OF PROFIT, Management For
THE BALANCE SHEET AND THE REPOR TS AND THE STATEMENTS
OF DIRECTORS AND THE AUDITORS IN RESPECT OF THE
YE 30 JU N 2004
2.a RE-ELECT MR. CHRISTOPHER IVAN ROBERTS AS A DIRECTOR Management For
IN ACCORDANCE WITH THE CON STITUTION
2.b RE-ELECT MR. GEOFFREY ALLAN TOMLINSON AS A DIRECTOR Management For
IN ACCORDANCE WITH THE CON STITUTION
S.3 AMEND THE CONSTITUTION OF THE COMPANY BY INSERTING Management For
NEW RULE 28A IMMEDIATELY AF TER RULE 28 AND INSERTING
NEW RULE 97 WITH THE RESULT THAT THIS RULE 97
WILL C EASE TO HAVE EFFECT UNLESS RENEWED ON
THE THIRD ANNIVERSARY OF THE DATE OF A DOPTION
OF THE RULE 97
- ------------------------------------------------------------------------------------------------------------------------------------
CLOSE BROTHERS GROUP PLC AGM Meeting Date: 10/28/2004
Issuer: G22120102 ISIN: GB0007668071
SEDOL: 0766807, 4493985
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
FINANCIAL STATEMENTS FOR THE Y E 31 JUL 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 JUL 2004
3. DECLARE A FINAL DIVIDEND FOR THE YE 31 JUL 2004 Management For
4.a RE-ELECT MR. D.G.J. PATERSON AS A DIRECTOR OF Management For
THE COMPANY
4.b RE-ELECT MR. D.C. PUSINELLI AS A DIRECTOR OF Management For
THE COMPANY
4.c RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR OF THE Management For
COMPANY
4.d RE-ELECT MR. J.P. WILLIAMS AS A DIRECTOR OF THE Management For
COMPANY
5. RE-APPOINT THE AUDITORS OF THE COMPANY Management For
6. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
S.7 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES A CT 1985 OF UP
TO AN AGGREGATE OF 21,639,000 ORDINARY SHARES
OF 25P EACH, AT A MINIMUM PRICE OF 25P AND NOT
MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET
QUO TATIONS FOR SUCH SHARES AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICI AL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS ; THE COMPANY, BEFO
RE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
SHARES WHICH WILL OR MAY BE EXE CUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 7.1 OF TH E COMPANY S ARTICLES
OF ASSOCIATION FOR A PERIOD OF 5 YEARS AND FOR
WHICH THE SECTION 80 AMOUNT SHALL BE GBP 12,021,000
S.9 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 7.2 OF TH E COMPANY S ARTICLES
OF ASSOCIATION UNTIL THE NEXT AGM OF THE COMPANY
AND FOR WHICH THE SECTION 89 AMOUNT SHALL BE
GBP 2,704,000
10. APPROVE THE CLOSE BROTHERS GROUP PLC 2004 LONG Management For
TERM INCENTIVE PLAN (THE 2004 L TIP) AND AUTHORIZE
THE DIRECTORS TO ADOPT THE 2004 LTIP AND: I)
DO ALL SUCH AC TS AND THINGS AS THEY MAY CONSIDER
APPROPRIATE TO IMPLEMENT THE 2004 LTIP; AND II)
IF APPROPRIATE, ESTABLISH FURTHER PLANS BASED
ON THE 2004 LTIP BUT MODIFI ED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROL, LABOUR, EMPLOYMENT
OR SECUR ITIES LAWS IN OVERSEAS TERRITORIES,
PROVIDED THAT ANY SHARES MADE AVAILABLE UN DER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
THE LIMITS ON INDIVIDUA L OR OVERALL PARTICIPATION
IN THE 2004 LTIP
- ------------------------------------------------------------------------------------------------------------------------------------
HAYS PLC EGM Meeting Date: 10/28/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA, MILANO MIX Meeting Date: 10/28/2004
Issuer: T10584117 ISIN: IT0000062957 BLOCKING
SEDOL: 4574813, 4578268
- ------------------------------------------------------------------------------------------------------------------------------------
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
29 OCT 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
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 30 JUN Management
2004 AND THE BOARD OF DIRECTORS AND THE INTERNAL
AUDITORS REPORTS ON MANAGEMENT ACTIVITY
O.2 APPOINT THE BOARD OF DIRECTORS MEMBER AFTER STATING Management
THEIR NUMBER
O.3 GRANT AUTHORITY TO WITHDRAW AND INSURANCE POLICY Management
TO COVER CIVIL RESPONSIBILITY FOR CORPORATE BODY
E.1 ADOPT AND AMEND RESOLUTION OF THE MEETING HELD Management
ON 25 JUN 2004 REGARDING RIGHTS ISSUE BY ISSUING
UP TO A MAXIMUM AMOUNT OF EUR 15 MIO NEW SHARES
TO BE RESERV ED TO THE EMPLOYEES AND THE DIRECTORS;
AMEND THE BY-LAW CONSEQUENTLY; AND APPR OVE THE
DIRECTORS WILL BE APPOINTED BY SLATE VOTING
- ------------------------------------------------------------------------------------------------------------------------------------
NGC HOLDINGS LTD AGM Meeting Date: 10/28/2004
Issuer: Q67874109 ISIN: NZNCHE0001S9
SEDOL: 6627566
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.a RE-ELECT MR. R.J. BENTLEY AS A DIRECTOR IN ACCORDANCE Management For
WITH CLAUSE 63 OF THE CO MPANY S CONSTITUTION
1.b RE-ELECT MR. G.J.W. MARTIN AS A DIRECTOR IN ACCORDANCE Management Against
WITH CLAUSE 63 OF THE C OMPANY S CONSTITUTION
1.c ELECT HON. F.H. WILDE AS A DIRECTOR IN ACCORDANCE Management For
WITH CLAUSE 64 OF THE COMPAN Y S CONSTITUTION
2. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
PURSUANT TO SECTION 200 OF T HE COMPANIES ACT
1993 AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION FO R THE ENSUING YEAR
3. AMEND THE COMPANY S CONSTITUTION AS SPECIFIED Management For
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
SCMP GROUP LTD SGM Meeting Date: 10/28/2004
Issuer: G7867B105 ISIN: BMG7867B1054
SEDOL: 5752737, 6425243, 6824657, B02V4Q4
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND RATIFY THE CONDITIONAL SALE AND PURCHASE Management For
AGREEMENT DATED 13 SEP 20 04 ENTERED IN TO BETWEEN
SCMP RETAILING (HK) LIMITED THE VENDOR , A
WHOLLY SUBSIDIARY OWNER OF SCMP AND THE DIARY
FARM COMPANY LIMITED THE PURCHASER THE AGREEMENT
AND AUTHORIZE THE DIRECTORS OF SCMP TO EXERCISE
AL SUCH POWE RS AND TO DO ALL SUCH ACTS AND THINGS
AS THEY MAY CONSIDER DESIRABLE, NECESSAR Y OR
APPROPRIATE TO IMPLEMENT OR TO GIVE EFFECT TO
THE TERMS OF THE AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THERE UNDER INCLUDING WITHOUT LIMITATION,
E XERCISING OR ENFORCING ANY RIGHT THERE UNDER
AND TO MAKE AND AGREE TO SUCH VA RIATIONS, AMENDMENTS
OR MODIFICATIONS IF ANY TO THE TERMS OF THE
AGREEMENT A ND THE TRANSACTION CONTEMPLATED THEREIN
AS THEY MAY CONSIDER TO BE DESIRABLE, NECESSARY
OR APPROPRIATE IN THE INTEREST OF SCMP
- ------------------------------------------------------------------------------------------------------------------------------------
SKY NETWORK TELEVISION LTD AGM Meeting Date: 10/28/2004
Issuer: Q8514Q106 ISIN: NZSKYE0001S6
SEDOL: 5948860, 6092937, 6241900
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE BOARD TO FIX
THEIR REMUNERATION
2. RE-ELECT MR. PETER MACOURT AS A DIRECTOR, IN Management Against
ACCORDANCE WITH THE COMPANY S CON STITUTION,
WHO RETIRES BY ROTATION
3. RE-ELECT MR. BARRIE DOWNEY AS A DIRECTOR, IN Management For
ACCORDANCE WITH THE COMPANY S CON STITUTION,
WHO RETIRES BY ROTATION
4. RE-ELECT MR. MARKO BOGOLEVSKI AS A DIRECTOR, Management Against
WHO RETIRES IN ACCORDANCE WITH CL AUSE 12.4 OF
THE CONSTITUTION
5. RE-ELECT MR. MICHAEL MILLER AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH CONS TITUTION
S.6 ADOPT THE NEW CONSTITUTION IN ACCORDANCE WITH Management For
SECTION 32 OF THE COMPANIES ACT
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
SOUTHCORP LIMITED AGM Meeting Date: 10/28/2004
Issuer: Q8595V107 ISIN: AU000000SRP7
SEDOL: 5995167, 6764689
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT, FINANCIAL Management For
STATEMENTS AND THE AUDIT REPORT FOR THE YE 30
JUN 2004
S.2 AMEND THE CONSTITUTION OF THE COMPANY IN THE Management For
FOLLOWING MANNER: A) BY DELETING THE ARTICLE
92 AND INSERTING A NEW ARTICLE 92; B) BY INSERTING
SOME WORDS IN A RTICLE 97(2); AND C) BY DELETING
THE ARTICLE 98 AND INSERTING A NEW ARTICLE 98
S.3 AMEND THE CONSTITUTION OF THE COMPANY IN THE Management Against
FOLLOWING MANNER: A) BY DELETING THE ARTICLE
109 AND INSERTING THE NEW ARTICLE 109; B) BY
DELETING THE SUB-CLAU SE (2)(C) IF ARTICLE 110
AND INSERTING WITH THE NEW ARTICLE; AND C) BY
INSERTI NG SOME WORDS IN ARTICLE 104
4.a ELECT MS. MARGARET A. JACKSON AS A DIRECTOR OF Management For
THE COMPANY, IN ACCORDANCE WITH ARTICLE 106 OF
THE COMPANY S CONSTITUTION
4.b RE-ELECT MR. T. BRAIN FINN AS A DIRECTOR OF THE Management For
COMPANY, IN ACCORDANCE WITH AR TICLE 110 OF THE
COMPANY S CONSTITUTION
4.c RE-ELECT MR. AG (SANDY) OATLEY AS A DIRECTOR Management For
OF THE COMPANY, IN ACCORDANCE WIT H ARTICLE 110
OF THE COMPANY S CONSTITUTION
4.d RE-ELECT MR. ROBERT I OATLEY AS A DIRECTOR OF Management For
THE COMPANY, IN ACCORDANCE WITH ARTICLE 109 OF
THE COMPANY S CONSTITUTION AND TO HOLD OFFICE
UNTIL THE CONCLUS ION OF THE NEXT AGM OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
TELSTRA CORPORATION LIMITED AGM Meeting Date: 10/28/2004
Issuer: Q8975N105 ISIN: AU000000TLS2
SEDOL: 5564534, 6087289, 6087999
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* APPROVE THE CHAIRMAN AND CEO PRESENTATIONS Non-Voting Non-Vote Proposal
* APPROVE THE FINANCIAL STATEMENTS AND REPORTS Non-Voting Non-Vote Proposal
TO DISCUSS THE COMPANY S FINANCIA L STATEMENTS
AND REPORTS FOR THE YE 30 JUN 2004
* PLEASE NOTE THAT ALTHOUGH THERE ARE 7 CANDIDATES Non-Voting Non-Vote Proposal
TO BE ELECTED AS DIRECTORS, T HERE ARE ONLY 6
VACANCIES AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING WILL
BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQ UIRED
TO VOTE FOR ONLY 6 OF THE 7 DIRECTORS. THANK YOU.
1.a ELECT MR. LEONARD COOPER AS A DIRECTOR Management Against
1.b RE-ELECT MR. CHARLES MACEK AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION AND IN ACCOR DANCE WITH THE
COMPANY S CONSTITUTION
1.c ELECT MR. PAUL HIGGINS AS A DIRECTOR Management Against
1.d ELECT MR. MERVYN VOGT AS A DIRECTOR Management Against
1.e ELECT MR. ANGE KENOS AS A DIRECTOR Management Against
1.f RE-ELECT MR. BELINDA HUTCHINSON AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION AND IN ACCORDANCE WITH
THE COMPANY S CONSTITUTION
1.g ELECT MR. MEGAN CORNELIUS AM AS A DIRECTOR Management Unvoted Director
- ------------------------------------------------------------------------------------------------------------------------------------
TOLL HOLDINGS LTD AGM Meeting Date: 10/28/2004
Issuer: Q9104H100 ISIN: AU000000TOL1
SEDOL: 6693749
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
OF THE COMPANY AND ITS CONTROLLE D ENTITIES FOR
THE YE 30 JUN 2004 AND THE RELATED DIRECTORS
REPORT, DIRECTORS DECLARATION AND THE AUDITORS
REPORT
2. RE-ELECT MR. NEIL CHATFIELD AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROTAT ION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
3. RE-ELECT MR. ROSS DUNNING AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
4. APPROVE THE PRIOR ISSUE BY THE COMPANY ON 18 Management For
MAR 2004 OF 2,000,000 ORDINARY SH ARES AT AN
ISSUE PRICE OF AUD 9.45 PER SHARE
S.5 AMEND THE CONSTITUTION OF THE COMPANY, FOR THE Management For
PURPOSES OF SECTION 136 OF THE CORPORATION ACT
BY: A) REPLACING ALL REFERENCES TO CORPORATIONS
LAW WITH CORPORATIONS ACT ; B) DELETING THE
DEFINITION OF CORPORATIONS LAW IN ARTICLE 1.1;
C) INSERTING THE DEFINITION OF CORPORATIONS
ACT IN ARTICLE 1.1; D) DEL ETING THE WORD AND
IN THE ARTICLE 1.2(J); E) REPLACING THE FULL-STOP
AT THE END OF THE ARTICLE 1.2(K) WITH A SEMICOLON;
F) INSERTING A NEW ARTICLE 1.2(L); G) INSERTING
A NEW ARTICLE 1.2(M); H) DELETING THE ARTICLE
1.3(A); I) DELETIN G THE ARTICLE 1.3(D); J) RENUMBERING
THE ARTICLE 1.3(B) AS ARTICLE 1.3(A); K) RENUMBERING
THE ARTICLE 1.3(C) AS ARTICLE 1.3(B); L) INSERTING
WORDS IN THE AR TICLE 22.11(A); M) DELETING THE
WORD AND IN THE ARTICLE 22.11(B)(III); N) RE
PLACING THE FULL-STOP AT THE END OF THE ARTICLE
22.11(B)(IV) WITH A SEMICOLON; O) INSERTING NEW
ARTICLE 22.11(B)(V); P) DELETING THE WORD OR
IN THE ARTICL E 33.1(A)(III); Q) REPLACING THE
FULL-STOP AT THE END OF THE ARTICLE 33.1(A)(I
V) WITH A SEMICOLON; R) INSERTING A NEW ARTICLE
33.1(A)(V); S) INSERTING A NEW ARTICLE 33.1(A)(VI);
T) INSERTING INTO THE ARTICLE 33.6; U) NUMBERING
THE TEX T IN EXISTING ARTICLE 33.6 AS 33.6(A);
V) REPLACING THE FULL-STOP AT THE END O F THE
ARTICLE 33.6(A) WITH A SEMICOLON; W) INSERTING
A NEW ARTICLE 33.6(B); RE PLACING 1089(2) IN
CLAUSE 16(D)(II) OF SCHEDULE 1 WITH 1070D(5)
6. APPROVE THE GRANT UNDER THE SENIOR EXECUTIVE Management Against
OPTION PLAN OF 500,000 OPTIONS TO MR. PAUL LITTLE
AS SPECIFIED
7. APPROVE THE GRANT UNDER THE SENIOR EXECUTIVE Management Against
OPTION PLAN OF 500,000 OPTIONS TO MR. MARK ROWSTHORN
AS SPECIFIED
8. APPROVE THE GRANT UNDER THE SENIOR EXECUTIVE Management Against
OPTION PLAN OF 350,000 OPTIONS TO MR. NEIL CHATFIELD
AS SPECIFIED
9. APPROVE, FOR THE PURPOSES OF THE SECTION 200E Management Against
OF THE CORPORATIONS ACT OF THE COMPANY, THE
BENEFITS WHICH MAY BECOME PAYABLE TO MR. PAUL
LITTLE ON TERMINAT ION OF THE EMPLOYMENT UNDER
THE TERMS OF AN EXECUTIVE SERVICE DEED TO BE
ENTER ED INTO THE SHAREHOLDER APPROVAL BETWEEN
MR. LITTLE AND THE COMPANY AS SPECIFI ED
- ------------------------------------------------------------------------------------------------------------------------------------
CREATIVE TECHNOLOGY LTD AGM Meeting Date: 10/29/2004
Issuer: Y1775U107 ISIN: SG1A98006814
SEDOL: 2232469, 5667574, 6207582
- ------------------------------------------------------------------------------------------------------------------------------------
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
30 JUN 2004 AND THE AUDITORS REPORT THEREON
2. RE-ELECT MR. TANG CHUN CHOY, WHO RETIRES FROM Management For
THE BOARD AT THE AGM
3. APPROVE DIRECTORS FEES OF SGD 120,000 FOR THE Management For
YE 30 JUN 2004
4. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS AS THE Management For
AUDITORS AND AUTHORIZE THE DIR ECTORS TO FIX
THEIR REMUNERATION
5. APPROVE AN ORDINARY DIVIDEND TAX EXEMPT IN SINGAPORE Management For
OF USD 0.25 PER ORDINAR Y SHARE FOR THE YE 30
JUN 2005
6. APPROVE A SPECIAL DIVIDEND TAX EXEMPT IN SINGAPORE Management For
OF USD 0.25 PER ORDINARY SHARE FOR THE YE 30
JUN 2005
7. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT (CHAPTER 50) (COMPANIES
ACT), TO ISSUE SUCH NUMBER OF SHARES IN THE COMPANY
AT ANY TIM E TO SUCH PERSONS AND UPON SUCH TERMS
AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT WITHOUT
HAVING TO FIRS T OFFER THEM TO THE SHAREHOLDERS
PROVIDED THAT THE AGGREGATE NUMBER OF SHARES
TO BE ISSUED PURSUANT TO THIS RESOLUTION DOES
NOT EXCEED 25% OF THE ISSUED SHA RE CAPITAL OF
THE COMPANY
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management Against
TO SECTION 161 OF THE COMPANI ES ACT, TO ALLOT
AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES
AS MAY BE R EQUIRED TO BE ISSUED PURSUANT TO
THE EXERCISE OF OPTIONS GRANTED OR TO BE GRAN
TED UNDER THE CREATIVE TECHNOLOGY (1999) SHARE
OPTION SCHEME PURSUANT TO AND I N ACCORDANCE
WITH THE TERMS THEREOF
9. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 76C AND 76E RESPEC TIVELY OF THE COMPANIES
ACT, TO MAKE MARKET PURCHASES AND OFF-MARKET
PURCHASES OF UP TO 10% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY AT THE PRICE OF
UP TO, BUT NOT EXCEEDING THE MAXIMUM PRICE AND
IN THE CASE OF OFF-MARKET P URCHASES ONLY IN
ACCORDANCE WITH THE EQUAL ACCESS SCHEME, AUTHORITY
EXPIRES T HE EARLIER OF THE NEXT AGM OF THE COMPANY
OR THE DATE WHEN IT IS REQUIRED TO B E HELD
10. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
ING INDUSTRIAL FUND AGM Meeting Date: 10/29/2004
Issuer: Q49469101 ISIN: AU000000IIF8
SEDOL: 6335320, 6419558
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE A PRESENTATION ON THE RESULTS AND ACTIVITIES Management Abstain
OF THE FUND FOR THE FYE 3 0 JUN 2004, AND AN
UPDATE OF THE ACTIVITIES POST 30 JUN 2004
- ------------------------------------------------------------------------------------------------------------------------------------
JOHN FAIRFAX HOLDINGS LTD AGM Meeting Date: 10/29/2004
Issuer: Q50804105 ISIN: AU000000FXJ5
SEDOL: 5625527, 6467074
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MS. JOAN WITHERS AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDA NCE WITH THE CONSTITUTION
2. RE-ELECT MR. DEAN WILLS AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDANC E WITH THE CONSTITUTION
3. RE-ELECT MRS. JULIA KING AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDAN CE WITH THE CONSTITUTION
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON ORDINARY RESOLUT ION 4 BY THE DIRECTORS
OR BY ANY OF THEIR ASSOCIATES. THANK YOU.
4. APPROVE TO INCREASE THE MAXIMUM AGGREGATE AMOUNT Management For
PAYABLE TO NON-EXECUTIVE DIRE CTORS BY WAY OF
DIRECTORS FEES FROM AUD 700,000 TO AUD 1,500,000
PER ANNUM
- ------------------------------------------------------------------------------------------------------------------------------------
SKY CITY ENTERTAINMENT GROUP LTD AGM Meeting Date: 10/29/2004
Issuer: Q8513Z115 ISIN: NZSKCE0001S2
SEDOL: 6151311, 6823193
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MR. R.H. MCGEOCH AS A DIRECTOR Management For
2. RE-ELECT MR. E. TOIME AS A DIRECTOR Management Against
3. ELECT SIR D.T. SPRING AS A DIRECTOR Management For
4. ELECT MR. R.A. MCLEOD AS A DIRECTOR Management For
5. AUTHORIZE THE DIRECTORS TO FIX THE FEES AND EXPENSES Management For
OF THE AUDITOR OF THE COM PANY
S.6 ADOPT THE NEW CONSTITUTION OF THE COMPANY IN Management For
SUBSTITUTION FOR THE PRESENT CONS TITUTION
- ------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT NEWSPAPERS LTD (AUCKLAND) AGM Meeting Date: 11/04/2004
Issuer: Q48901104 ISIN: NZINLE0001S8
SEDOL: 6462024
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND THE Non-Voting Non-Vote Proposal
ANNUAL REPORT OF THE COMPANY F OR THE YE 30 JUN
2004
1.1 RE-ELECT MR. JOHN MURRAY HUNN AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION UNDER CLA USE 20.4 OF
THE COMPANY S CONSTITUTION
1.2 RE-ELECT MR. HUMPHRY JOHN DAVY ROLLESTON AS A Management For
DIRECTOR, WHO RETIRES BY ROTATIO N UNDER CLAUSE
20.4 OF THE COMPANY S CONSTITUTION
2. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For
KPMG AS THE AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
MIRVAC GROUP AGM Meeting Date: 11/04/2004
Issuer: Q62377108 ISIN: AU000000MGR9
SEDOL: 6161978
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Non-Voting Non-Vote Proposal
MIRVAC GROUP, THE MIRVAC LIMITED AND THE MIRVAC
PROPERTY TRUST AND THE REPORTS OF THE DIRECTORS
AND THE AUDITOR S FOR EACH ENTITY FOR THE YE
30 JUN 2004
1. RE-ELECT MR. DENNIS BROIT AS A DIRECTOR OF MIRVAC Management For
LIMITED
2. RE-ELECT MR. GEOFFREY LEVY AS A DIRECTOR OF MIRVAC Management For
LIMITED
3. RE-ELECT MR. PAUL BIANCARDI AS A DIRECTOR OF Management For
MIRVAC LIMITED
S.4 RATIFY THE ISSUE OF 6,460,111 FULLY PAID ORDINARY Management For
MIRVAC GROUP STAPLED SECURIT IES TO MERRILL LYNCH
INTERNATIONAL AUSTRALIA LIMITED ON 30 JAN 2004
AT AUD 4 .2244 PER SECURITY
S.5 RATIFY THE ISSUE OF 4,325,048 FULLY PAID ORDINARY Management For
MIRVAC GROUP STAPLED SECURIT IES TO JP MORGAN
AUSTRALIA LIMITED ON 30 APR 2004 AT AUD 4.5886
PER SECURITY
6. APPROVE TO INCREASE THE TOTAL AMOUNT AVAILABLE Management For
THE REMUNERATION OF THE NON-EXE CUTIVE DIRECTORS
OF MIRVAC FOR ACTING AS SUCH, FOR THE YEARS FROM
AND INCLUDIN G THE YEAR COMMENCING ON 01 JUL
2004, BY AUD 400,000 PER ANNUM FROM AUD 600,00
0 PER ANNUM TO SUCH ANNUAL SUM NOT EXCEEDING
AUD 1,000,000 PER ANNUM AS THE DI RECTORS DETERMINE,
TO BE DIVIDED AMONG THE NON-EXECUTIVE DIRECTORS
AS THEY DET ERMINE
7. APPROVE THE EMPLOYEE INCENTIVE SCHEME EIS Management Against
8. APPROVE THAT THE EXISTING CONSTITUTION OF THE Management For
COMPANY BE REPEALED AND PROVISIO NS CONTAINED
IN THE DOCUMENT MIRVAC LIMITED CONSTITUTION BE
APPROVED AND ADOPT ED
- ------------------------------------------------------------------------------------------------------------------------------------
COMMONWEALTH BANK OF AUSTRALIA AGM Meeting Date: 11/05/2004
Issuer: Q26915100 ISIN: AU000000CBA7
SEDOL: 5709573, 6215035
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORT, THE DIRECTORS Non-Voting Non-Vote Proposal
REPORT AND THE AUDITOR S REPORT F OR THE YE 30
JUN 2004
2.a RE-ELECT MR. R.J. CLAIRS AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE S 11.1 AND 11.2 OF
THE CONSTITUTION OF COMMONWEALTH BANK OF AUSTRALIA
2.b RE-ELECT MS. B.K. WARD AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLES 11.1 AND 11.2 OF
THE CONSTITUTION OF COMMONWEALTH BANK OF AUSTRALIA
3. APPROVE TO INCREASE THE MAXIMUM AGGREGATE SUM Management For
PAYABLE FOR FEES TO THE NON-EXEC UTIVE DIRECTORS
TO AUD 3,000,000 IN ANY FY, TO BE DIVIDED AMONG
THE DIRECTORS IN SUCH PROPORTIONS AND MANNER
AS THEY AGREE
4. APPROVE THE ISSUE TO MR. D.V. MURRAY, PRIOR TO Management Against
THE 2006 AGM OF COMMONWEALTH BA NK OF AUSTRALIA,
OF INVITATIONS TO APPLY FOR UP TO A MAXIMUM AGGREGATE
NUMBER OF 250,000 SHARES TO BE PROVIDED IN TWO
TRANCHES UNDER THE RULES OF THE BANK S EQUITY
REWARD PLAN
S.5 AMEND THE CONSTITUTION OF COMMONWEALTH BANK OF Management For
AUSTRALIA BY DELETING EXISTING ARTICLES NUMBERED
1-21 (INCLUSIVE) AND SUBSTITUTING IN THEIR PLACE
THE ARTICLE S CONTAINED IN THE PRINTED DOCUMENT
ENTITLED SUBSTITUTED ARTICLES SUBMITTED TO
THE MEETING AND SIGNED BY THE CHAIRMAN FOR IDENTIFICATION
S.6 PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against
AMEND THE CONSTITUTION OF CO MMONWEALTH BANK
OF AUSTRALIA
- ------------------------------------------------------------------------------------------------------------------------------------
RODAMCO EUROPE NV, ROTTERDAM EGM Meeting Date: 11/05/2004
Issuer: N7518K100 ISIN: NL0000289320 BLOCKING
SEDOL: 5727326, 5727360, 5734047, 5734490
- ------------------------------------------------------------------------------------------------------------------------------------
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 29 OCT 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. APPROVE TO ESTABLISH THE NUMBER OF MEMBERS OF Management
THE SUPERVISORY BOARD
3. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management
4. ANNOUNCEMENTS AND ANY OTHER BUSINESS Management
5. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
WESFARMERS LTD AGM Meeting Date: 11/08/2004
Issuer: Q95870103 ISIN: AU000000WES1
SEDOL: 6948836
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE REPORTS OF THE DIRECTORS AND OF THE AUDITORS
FOR THE YE 30 JUN 2004
1.a RE-ELECT MR. C.B. CARTER AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
1.b RE-ELECT MR. J.P. GRAHAM AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
1.c RE-ELECT MR. D.C. WHITE AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE W ITH THE COMPANY S
CONSTITUTION
1.d RE-ELECT MR. D.A ROBB AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE COMPAN Y S CONSTITUTION
2. APPROVE TO INCREASE THE TOTAL AMOUNT THAT MAY Management For
BE PROVIDED TO THE NON-EXECUTIVE DIRECTORS BY
WAY OF REMUNERATION FOR THEIR SERVICES AS DIRECTORS
IN RESPECT O F EACH FY BY THE AMOUNT AUD 750,000
TO THE AMOUNT OF AUD 2,250,000 PER FY, THA T
COMMENCING ON 01 DEC 2004
* PLEASE NOTE THAT ANY VOTES CAST BY ANY DIRECTOR Non-Voting Non-Vote Proposal
OF THE COMPANY AND ANY ASSOCIA TE OF THEIR ASSOCIATES
ON ABOVE RESOLUTION WILL BE DISREGARDED. THANK
YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
FLETCHER BUILDING LTD AGM Meeting Date: 11/09/2004
Issuer: Q3915B105 ISIN: NZFBUE0001S0
SEDOL: 6341606, 6341617
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 RE-ELECT MR. PAUL EDWARD BAINES AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN ACCO RDANCE WITH THE
CONSTITUTION
1.2 RE-ELECT MR. RALPH JAMES NORRIS AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN ACCO RDANCE WITH THE
CONSTITUTION
1.3 RE-ELECT SIR DRYEN SPRING AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH THE CONSTITUTION
2. RE-APPOINT KPMG AS THE AUDITOR OF THE COMPANY Management For
AND AUTHORIZE THE DIRECTORS TO F IX KPMG S REMUNERATION
FOR THE ENSUING YEAR
* TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
INTRACOM SA AGM Meeting Date: 11/09/2004
Issuer: X3967R125 ISIN: GRS087103008 BLOCKING
SEDOL: 5482023, 5541173
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN EGM Non-Voting
1. APPROVE TO DECREASE THE SHARE CAPITAL, WITH NOMINAL Management
VALUE DECREASE TO THE COMP ANY S SHARE, IN ORDER
TO BE AN EQUAL CAPITAL RETURN IN CASH TO THE
SHAREHOLDER S; RELEVANT MODIFICATION TO ARTICLE
5 OF THE COMPANY S ARTICLES OF ASSOCIATION ,
REGARDING THE SHARE CAPITAL; GRANT PERMISSION
TO THE BOARD OF DIRECTOR REGAR DING THE AFORESAID
CAPITAL RETURN, IN CASH AND DETERMINATION OF
EX DATE AND PA YABLE DATE
2. APPROVE THE EXPANSION OF THE COMPANY S BUSINESS Management
ACTIVITIES AND RELEVANT AMENDM ENT TO ARTICLE
3 OF THE BUSINESS GOAL OF THE COMPANY ARTICLES
OF ASSOCIATION
3. APPROVE TO TAKE DECISION REGARDING THE TIMETABLE Management
FOR THE DISTRIBUTION OF FUNDS DERIVED FROM THE
SHARE CAPITAL INCREASE OF THE ABSORBED COMPANY
INTRASOFT S.A AND DECIDED BY THE SHAREHOLDERS
EGM ON 15 OCT 1999 AND PARTIAL CHANGE OF THE
USE OF THE AFORESAID FUNDS
4. APPROVE THE GRANT PERMISSION, ACCORDING TO ARTICLE Management
23A OF C.L. 2190/1920 REGAR DING THE PURCHASE
CONTRACT FOR MINORITY SHARES BETWEEN SUBSIDIARY
COMPANIES OF INTRACOM S.A AND THE COMPANIES,
WHICH THERE IS A PARTICIPATION FROM THE COMPA
NY S BOARD OF DIRECTOR AND SHAREHOLDERS
5. MISCELLANEOUS ANNOUNCEMENTS Management
- ------------------------------------------------------------------------------------------------------------------------------------
MAYNE GROUP LTD AGM Meeting Date: 11/09/2004
Issuer: Q58572100 ISIN: AU000000MAY8
SEDOL: 2553148, 5983850, 6574606, 6574769
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal
COMPANY FOR THE YE 30 JUN 2004 AND THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
2. ELECT DR. I.D. BLACKBURNE AS A DIRECTOR, IN ACCORDANCE Management For
WITH RULES 35(B) AND 35 (G) OF THE COMPANY S CONSTITUTION
3. RE-ELECT MS. S.C.H. KAY AS A DIRECTOR, IN ACCORDANCE Management For
WITH RULES 35(B) AND 35(G ) OF THE COMPANY S CONSTITUTION
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION 4 BY ANY DIRECTOR OF
THE COMPANY OR ANY OF THEIR ASSOCIATED
4. APPROVE THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION Management For
WHICH MAY BE PROVIDED BY THE COMPANY, UNDER RULE
37(A) OF THE COMPANY S CONSTITUTION, TO ALL THE
DIRECT ORS FOR THEIR SERVICES AS THE DIRECTORS
BE INCREASED BY AUD 500,000 TO A MAXIM UM SUM
OF AUD 1,500,000 A YEAR
S.5 AMEND THE COMPANY S CONSTITUTION BY DELETING Management For
THE EXISTING RULES NUMBERED 1-79 AND SUBSTITUTING
WITH NEW ONES
- ------------------------------------------------------------------------------------------------------------------------------------
COMPUTERSHARE LIMITED CPU AGM Meeting Date: 11/10/2004
Issuer: Q2721E105 ISIN: AU000000CPU5
SEDOL: 5985845, 6180412
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CHAIRMAN S ADDRESS AND THE PRESENTATION BY THE Non-Voting Non-Vote Proposal
CHIEF EXECUTIVE OFFICER
2. APPROVE THE ANNUAL FINANCIAL REPORT, DIRECTORS Non-Voting Non-Vote Proposal
REPORT AND THE AUDITOR S REPOR T FOR THE YE
30 JUN 2004
3.a RE-ELECT MR. A.S. MURDOCH AS A DIRECTOR OF THE Management For
COMPANY
3.b RE-ELECT MR. P.D. DEFEO AS A DIRECTOR OF THE COMPANY Management For
3.c RE-ELECT DR. M. KERBER AS A DIRECTOR OF THE COMPANY Management For
S.4 APPROVE TO REPEAL THE EXISTING CONSTITUTION AND Management For
ADOPT THE NEW CONSTITUTION
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION 5 BY ANY DIRECTOR OF
THE COMPANY AND ANY OF THEIR ASSOCIATES. THANK
YOU.
5. APPROVE TO INCREASE THE MAXIMUM ANNUAL AMOUNT Management For
OF DIRECTORS REMUNERATION AVAIL ABLE TO BE PAID
TO ALL NON-EXECUTIVE DIRECTORS IN AGGREGATE BY
AUD 250,000 PER ANNUM FROM AUD 750,000 PER ANNUM
TO AUD 1,000,000 PER ANNUM
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
INSURANCE AUSTRALIA GROUP LTD AGM Meeting Date: 11/10/2004
Issuer: Q49361100 ISIN: AU000000IAG3
SEDOL: 6271026
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECT MS. YASMIN ALLEN AS A DIRECTOR Management For
2. ELECT MR. BRIAN SCHWARTZ AS A DIRECTOR Management For
* RECEIVE THE COMPANY S FINANCIAL STATEMENTS AND Non-Voting Non-Vote Proposal
THE REPORTS FOR THE YE 30 JUN 2 004
- ------------------------------------------------------------------------------------------------------------------------------------
TRANSURBAN GROUP AGM Meeting Date: 11/10/2004
Issuer: Q9194A106 ISIN: AU000000TCL6
SEDOL: 6200882
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE COMBINED FINANCIAL REPORT Non-Voting Non-Vote Proposal
OF THE COMPANIES AND THE TRU ST FOR THE YE 30
JUN 2004 GROUP ACCOUNTS AND THE FINANCIAL REPORT
OF THE COM PANIES FOR THE YE 30 JUN 2004 COMPANY
ACCOUNTS AND THE REPORTS OF THE DIRECT ORS,
THE RESPONSIBLE ENTITY OF THE TRUST AND THE AUDITORS
ON THE GROUP ACCOUNT S AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS ON THE COMPANY ACCOUNTS
2.a RE-ELECT MR. GEOFFREY OWEN COSGRIFF AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE W ITH THE CONSTITUTION
2.b RE-ELECT PROFESSOR JEREMY DAVIS AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH THE CONSTITUTION
S.3 APPROVE TO CHANGE THE NAME OF THE COMPANY FROM Management For
TRANSURBAN INFRASTRUCTURE DEVE LOPMENTS LIMITED
TO TRANSURBAN LIMITED EFFECTIVE FROM THE DATE
THAT THE AUS TRALIAN SECURITIES AND INVESTMENTS
COMMISSION ALTERS THE DETAILS OF THE COMPAN Y
S REGISTRATION
* PLEASE NOTE THAT THIS IS A UNITHOLDERS MEETING. Non-Voting Non-Vote Proposal
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
BARRATT DEVELOPMENTS PLC AGM Meeting Date: 11/11/2004
Issuer: G08288105 ISIN: GB0000811801
SEDOL: 0081180
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORTS OF THE AUDITORS Management For
AND DIRECTORS AND THE ACCOUNTS F OR THE YE 30
JUN 2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT MR. C.A. DEARLOVE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
4. RE-ELECT MR. A.E. KLIBURN AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
5. RE-ELECT MR. M. PESCOD AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
6. RE-ELECT MR. R.J. DAVIES AS A DIRECTOR Management For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
8. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
YE 30 JUN 2004
9. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 5,99 6,666 BEING 25.0% OF THE NOMINAL
VALUE OF THE EXISTING ISSUED SHARE CAPITAL AS
AT 22 SEP 2004; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; AND AU THORIZE THE BOARD TO
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHOR ITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 FOR CASH PURSUANT TO
THE AUTHORITY CONFER RED BY RESOLUTION 9, AS
IF SECTION 89(1) DID NOT APPLY TO SUCH ALLOTMENT,
PROV IDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES: A) IN C ONNECTION WITH
A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFERS IN
FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 1,200,167
(5% O F THE NOMINAL VALUE OF THE EXISTING ISSUED
SHARE CAPITAL); AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; AND AUTHORIZE THE BOARD TO
ALLOT EQUITY SE CURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR A GREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF 24,003,334 ORDINARY SHARES OF 10P EACH
IN THE CAPI TAL OF THE COMPANY, AT A MAXIMUM
PRICE EQUAL TO 105% ABOVE THE AVERAGE OF THE
MIDDLE MARKET QUOTATION FOR AN ORDINARY SHARE
AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS
AND A MINIMUM PRICE OF 10P PER SHARE EXCLUSIVE
OF EXPENSES ; AUTHORITY EXPIRES AT THE CON CLUSION
OF THE COMPANY S NEXT AGM AFTER PASSING OF THIS
RESOLUTION, OR IF EARL IER, 18 MONTHS FROM THE
PASSING OF THIS RESOLUTION ; AND THE COMPANY,
BEFORE T HE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY B E EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
LEIGHTON HOLDINGS LTD AGM Meeting Date: 11/11/2004
Issuer: Q55190104 ISIN: AU000000LEI5
SEDOL: 5412031, 6511227
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 30 JUN 2004
2.1 RE-ELECT MR. H-P KEITEL AS A DIRECTOR, WHO RETIRES Management Against
BY ROTATION IN ACCORDANCE W ITH CLAUSE 18 OF
THE COMPANY S CONSTITUTION
2.2 RE-ELECT MR. D.P. ROBINSON AS A DIRECTOR, WHO Management Against
RETIRES BY ROTATION IN ACCORDANC E WITH CLAUSE
18 OF THE COMPANY S CONSTITUTION
2.3 ELECT MR. P.M. NOE AS A DIRECTOR, IN ACCORDANCE Management Against
WITH CLAUSE 17.2 OF THE COMPAN Y S CONSTITUTION
2.4 ELECT MR. T.C. LEPPERT AS A DIRECTOR, IN ACCORDANCE Management For
WITH CLAUSE 17.2 OF THE CO MPANY S CONSTITUTION
2.5 ELECT MR. R.D. HUMPHRIS OAM AS A DIRECTOR, IN Management For
ACCORDANCE WITH CLAUSE 17.2 OF T HE COMPANY S
CONSTITUTION
- ------------------------------------------------------------------------------------------------------------------------------------
BRITISH SKY BROADCASTING GROUP PLC AGM Meeting Date: 11/12/2004
Issuer: G15632105 ISIN: GB0001411924
SEDOL: 0141192, 5474837
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR Management For
THE YE 30 JUN 2004, TOGETHER WI TH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND Management For
3. ELECT MR. JEREMY DARROCH AS A DIRECTOR Management For
4. ELECT MR. NICHOLAS FERGUSON AS A DIRECTOR Management For
5. ELECT MR. ANDREW HIGGINSON AS A DIRECTOR Management For
6. ELECT MR. LORD ROTHSCHILD AS A DIRECTOR Management For
7. RE-APPOINT MR. JACQUES NASSER AS A DIRECTOR Management For
8. RE-APPOINT MR. GAIL REBUCK AS A DIRECTOR Management For
9. RE-APPOINT MR. ARTHUR SISKIND AS A DIRECTOR Management For
10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS T O AGREE THEIR REMUNERATION
11. RECEIVE THE REPORT ON THE DIRECTORS REMUNERATION Management For
FOR THE YE 30 JUN 2004
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
SECTION 347C OF THE COMPANIES AC T 1985 AS AMENDED
THE ACT , TO MAKE DONATIONS TO POLITICAL ORGANIZATIONS,
AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING
GBP 100,000 IN TOTAL AND TO INCUR THE EU POLITICAL
EXPENDITURE, AS DEFINED IN SECTION 347A OF THE
ACT NOT EXCEEDING GBP 100,000 IN TOTAL FOR THE
RELEVANT PERIOD PROVIDED THAT THE AUTHO RIZED
SUM REFERRED ABOVE MAY BE COMPROMISED AT ON OR
MORE AMOUNTS IN DIFFERENT CURRENCIES WHICH FOR
THE PURPOSE OF CALCULATING THE SAID SUM SHALL
BE CONVERT ED INTO POUNDS STERLING AT THE EXCHANGE
RATE PUBLISHED IN THE LONDON EDITION O F THE
FINANCIAL TIMES ON THE DAY ON WHICH THE RELEVANT
DONATION IS TRADE OR EX PENDITURE INCURRED;
AUTHORITY EXPIRES EARLIER THE DATE ON 31 DEC
2005 OR AT T HE CONCLUSION OF AGM OF THE COMPANY
TO BE HELD IN 2005
13. AUTHORIZE THE DIRECTORS, PURSUANT AND IN ACCORDANCE Management For
WITH THE SECTION 80 OF THE COMPANIES ACT 1985
AS AMENDED, TO ALLOT RELEVANT SECURITIES UP TO
AN AGGREGAT E NOMINAL AMOUNT OF GBP 320,000,000
BEING APPROXIMATELY 33% OF THE NOMINAL IS SUED
ORDINARY SHARE CAPITAL ; AUTHORITY EXPIRES AT
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.14 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 13 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 9 4 FOR CASH PURSUANT TO AND DURING
THE PERIOD OF THE AUTHORITY CONFERRED BY RE SOLUTION
13, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PRO VIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE; B) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 48 ,500,000
APPROXIMATELY 5% OF THE NOMINAL ISSUED ORDINARY
SHARE CAPITAL ; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
I N PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF UP TO 97,00 0,000 ORDINARY
SHARES OF 50 PENCE EACH IN THE CAPITAL OF THE
COMPANY EQUIVALE NT TO NOMINAL VALUE OF EACH
SHARE , AT A MINIMUM PRICE OF 50 PENCE AND UP
TO 1 05% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE D AILY OFFICIAL
LIST OF THE LONDON STOCK EXCHANGE, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES ON THE DATE
WHICH IS 12 MONTHS FROM THE DATE OF THIS RESOLUTION
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE O RDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIR Y
16. APPROVE THE ARRANGEMENTS, AS SPECIFIED RELATING Management For
TO THE AUTHORITY TO BE GIVEN T O THE COMPANY
TO MAKE MARKET PURCHASES OF ORDINARY SHARES OF
50 PENCE EACH IN ITS CAPITAL, FOR THE PURPOSES
OF THE DISPENSATION PROVISIONS UNDER RULE 9 OF
T HE CITY CODE ON TAKEOVERS AND MERGERS IN RELATION
TO NEWS UK NOMINEES LIMITED AND ANY PERSONS ACTING
IN CONCERT WITH IT
17. AUTHORIZE THE DIRECTORS TO EXTEND THE BRITISH Management For
SKY BROADCASTING GROUP EXECUTIVE SHARE OPTION
SCHEME EXECUTIVE SHARE OPTION SCHEME FOR A
FURTHER PERIOD FROM 10 YEARS FROM THE DATE OF
THIS RESOLUTION INCLUDING MAKING THE ALTERATION
IN AS SPECIFIED; AUTHORIZE THE DIRECTORS TO ESTABLISH
ANY FURTHER SCHEMES FOR OVE RSEAS EMPLOYEES SIMILAR
TO THE EXECUTIVE SHARE OPTION SCHEME BUT MODIFIED
TO T AKE ACCOUNT OF LOCAL TAX AND SECURITIES
LAWS BUT SO THAT ALL SHARES ALLOCATED COUNT AGAINST
THE LIMITS SET OUT IN THE EXECUTIVE SHARE OPTION
SCHEME
18. AUTHORIZE THE DIRECTORS TO EXTEND THE BRITISH Management For
SKY BROADCASTING GROUP SHARESAVE SCHEME SHARESAVE
SCHEME FOR A FURTHER PERIOD FROM 10 YEARS FROM
THE DATE OF THIS RESOLUTION INCLUDING MAKING
THE ALTERATION IN AS SPECIFIED; AUTHORIZE TH
E DIRECTORS TO ESTABLISH ANY FURTHER SCHEMES
FOR OVERSEAS EMPLOYEES SIMILAR TO THE SHARESAVE
SCHEME BUT MODIFIED TO TAKE ACCOUNT OF LOCAL
TAX AND SECURITIES LAWS BUT SO THAT ALL SHARES
ALLOCATED COUNT AGAINST THE LIMITS SET OUT IN
THE SHARESAVE SCHEME
- ------------------------------------------------------------------------------------------------------------------------------------
WESTFIELD GROUP AGM Meeting Date: 11/12/2004
Issuer: Q97062105 ISIN: AU000000WDC7
SEDOL: B01BTX7, B020GC1, B037L04
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For
AND THE AUDITORS AND FINANCIAL S TATEMENTS OF
THE COMPANY FOR THE YE 30 JUN 2004
2. RE-ELECT MR. DAVID M. GONSKI AO AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES BY R OTATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
3. RE-ELECT MR. STEPHEN P. JOHNS AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
4. RE-ELECT MR. STEVEN M. LOWY AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROTAT ION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
5. ELECT MR. ROY L. FURMAN AS A DIRECTOR OF THE COMPANY Management For
6. ELECT MR. JOHN B. STUDDY AM AS A DIRECTOR OF Management For
THE COMPANY
7. ELECT MR. GARY H. WEISS AS A DIRECTOR OF THE COMPANY Management For
8. ELECT MR. GRANCIS T. VINCENT AS A DIRECTOR OF Management For
THE COMPANY, SUBJECT TO THE PASS ING OF S.9
S.9 AMEND ARTICLES 10.1(A) AND (B) OF THE CONSTITUTION Management For
OF THE COMPANY
10. APPROVE TO INCREASE THE MAXIMUM LEVEL OF REMUNERATION Management For
FOR PAYMENT TO THE DIREC TORS UNDER ARTICLE 10.9(A)
OF THE CONSTITUTION OF THE COMPANY BY AUD 1.2
MILLI ON FROM AUD 600,000 TO AUD 1.8 MILLION
AND THE MAXIMUM REMUNERATION PAYABLE TO THE DIRECTORS
PURSUANT TO ARTICLE 10.9(A) OF THE CONSTITUTION
OF THE COMPANY IS INCREASED BY AUD 1.2 MILLION
FROM AUD 600,000 TO AUD 1.8 MILLION
- ------------------------------------------------------------------------------------------------------------------------------------
ONESTEEL LTD AGM Meeting Date: 11/15/2004
Issuer: Q7134W113 ISIN: AU000000OST6
SEDOL: 4880521, 6293729
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE DIRECTORS DECLARATION AN D THE REPORT
FOR THE YE 30 JUN 2004, TOGETHER WITH THE AUDITORS
REPORT TO THE MEMBERS OF THE COMPANY
2.a RE-ELECT MR. E.J. DOYLE AS A DIRECTOR, IN ACCORDANCE Management For
WITH RULE 9 OF THE COMPAN Y S CONSTITUTION
2.b RE-ELECT MR. D.E. MEIKLEJOHN AS A DIRECTOR, IN Management For
ACCORDANCE WITH RULE 9 OF THE C OMPANY S CONSTITUTION
- ------------------------------------------------------------------------------------------------------------------------------------
BRAMBLES INDUSTRIES LTD AGM Meeting Date: 11/16/2004
Issuer: Q17481104 ISIN: AU000000BIL1
SEDOL: 6120009
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT, THE AUDITORS Management For
REPORT AND THE FINANCIAL STATEMEN TS FOR BRAMBLES
INDUSTRIES LIMITED FOR THE YE 30 JUN 2004
2. RECEIVE THE REPORTS AND THE ACCOUNTS FOR BRAMBLES Management For
INDUSTRIES PLC FOR THE YE 30 JUN 2004
3. APPROVE THE BRAMBLES REMUNERATION REPORT FOR Management For
THE YE 30 JUN 2004
4. APPROVE, FOR THE PURPOSE OF AUSTRALIAN STOCK Management For
EXCHANGE LISTING RULE 10.17 AND F OR ALL PURPOSES,
TO INCREASE THE MAXIMUM PERMISSIBLE ANNUAL REMUNERATION
FOR T HE NON-EXECUTIVE DIRECTORS OF BRAMBLES
INDUSTRIES LIMITED BY AUD 1,000,000 FRO M AUD
2,000,000 TO AUD 3,000,000 INCLUSIVE OF ANY
REMUNERATION PAID TO THOSE DIRECTORS BY BRAMBLES
INDUSTRIES PLC OR BY ANY SUBSIDIARY OF BRAMBLES
INDUSTRI ES LIMITED OR BRAMBLES INDUSTRIES PLC
FOR THEIR SERVICES
5. APPROVE, FOR ALL PURPOSES, TO INCREASE THE MAXIMUM Management For
PERMISSIBLE ANNUAL REMUNERA TION FOR THE NON-EXECUTIVE
DIRECTORS OF BRAMBLES INDUSTRIES PLC BY AUD 450,000
FROM AUD 7500,000 TO AUD 1,200,000 INCLUSIVE
OF ANY REMUNERATION PAID TO THO SE DIRECTORS
BY BRAMBLES INDUSTRIES LIMITED OR BY ANY SUBSIDIARY
OF BRAMBLES I NDUSTRIES PLC OR BRAMBLES INDUSTRIES
LIMITED FOR THEIR SERVICES
6. ELECT MR. M.F. IHLEIN AS A DIRECTOR TO THE BOARD Management For
OF BRAMBLES INDUSTRIES LIMITE D
7. ELECT MR. M.F. IHLEIN AS A DIRECTOR TO THE BOARD Management For
OF BRAMBLES INDUSTRIES PLC
8. ELECT MR. S.P. JOHNS AS A DIRECTOR TO THE BOARD Management For
OF BRAMBLES INDUSTRIES LIMITED
9. ELECT MR. S.P. JOHNS AS A DIRECTOR TO THE BOARD Management For
OF BRAMBLES INDUSTRIES PLC
10. ELECT MR. J. NASSER AO AS A DIRECTOR TO THE BOARD Management For
OF BRAMBLES INDUSTRIES LIMIT ED
11. ELECT MR. J. NASSER AO AS A DIRECTOR TO THE BOARD Management For
OF BRAMBLES INDUSTRIES PLC
12. RE-ELECT MR. M.D.I. BURROWS AS A DIRECTOR TO Management For
THE BOARD OF BRAMBLES INDUSTRIES LIMITED
13. RE-ELECT MR. M.D.I. BURROWS AS A DIRECTOR TO Management For
THE BOARD OF BRAMBLES INDUSTRIES PLC
14. RE-ELECT MR. D.J. TURNER AS A DIRECTOR TO THE Management For
BOARD OF BRAMBLES INDUSTRIES LIM ITED
15. RE-ELECT MR. D.J. TURNER AS A DIRECTOR TO THE Management For
BOARD OF BRAMBLES INDUSTRIES PLC
16. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF BRAMBLES INDUSTRIES PLC U NTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING
17. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For
FEES
18. APPROVE TO RENEW THE AUTHORITY GIVEN TO DIRECTORS Management For
TO ALLOT RELEVANT SECURITIES BY ARTICLE 7 OF
BRAMBLES INDUSTRIES PLC S ARTICLES OF ASSOCIATION,
UNTIL THE END OF THE AGM TO BE HELD IN 2005 AND
FOR THAT PERIOD THE SECTION 80 AMOUNT SH ALL
BE GBP 8,810,219
19. APPROVE TO RENEW THE AUTHORITY GIVEN TO DIRECTORS Management For
TO ALLOT EQUITY SECURITIES F OR CASH BY ARTICLE
7 OF BRAMBLES INDUSTRIES PLC S ARTICLES OF ASSOCIATION,
UNT IL THE END OF THE AGM TO BE HELD IN 2005
AND FOR THAT PERIOD THE SECTION 89 AM OUNT SHALL
BE GBP 1,809,485
20. AUTHORIZE BRAMBLES INDUSTRIES PLC GENERALLY AND Management For
UNCONDITIONALLY TO MAKE MARKET PURCHASES SECTION
163(3) OF THE UK COMPANIES ACT 1985 OF UP TO
72,379,561 O RDINARY SHARES OF 5 PENCE EACH IN
THE CAPITAL OF THE COMPANY, AT A MAXIMUM PRI
CE EQUAL TO THE NOMINAL VALUE AND EQUAL TO 105%
ABOVE THE AVERAGE MIDDLE MARKE T QUOTATIONS FOR
ORDINARY SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CO
NCLUSION OF THE AGM OF BRAMBLES INDUSTRIES PLC
TO BE HELD IN 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
21. APPROVE, FOR ALL PURPOSES INCLUDING AS AN EXCEPTION Management For
TO AUSTRALIAN STOCK EXCHA NGE LISTING RULE 7.1
, THE BRAMBLES INDUSTRIES LIMITED 2004 PERFORMANCE
SHARE PLAN, THE PRINCIPAL TERMS AS SPECIFIED,
AND THE ISSUE OF SHARES UNDER THAT PLA N
22. APPROVE, FOR ALL PURPOSES INCLUDING AS AN EXCEPTION Management For
TO AUSTRALIAN STOCK EXCHA NGE LISTING RULE 7.1
, THE BRAMBLES INDUSTRIES PLC 2004 PERFORMANCE
SHARE PLAN , THE PRINCIPAL TERMS AS SPECIFIED,
AND THE ISSUE OF SHARES UNDER THAT PLAN
23. AUTHORIZE THE BOARD TO ESTABLISH FURTHER PLANS Management For
BASED ON THE BRAMBLES INDUSTRIE S LIMITED 2004
PERFORMANCE SHARE PLAN OR THE BRAMBLES INDUSTRIES
PLC 2004 PERF ORMANCE SHARE PLAN THE PLANS
BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCH
ANGE CONTROL OR SECURITIES LAWS IN TERRITORIES
OUTSIDE THE UK OR AUSTRALIA, PR OVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST THE LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION IN THE PLAN
S
24. APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For
OF AUSTRALIAN STOCK EXCHAN GE LISTING RULE 10.14,
THE PARTICIPATION BY MR. M.F. IHLEIN, UNTIL 23
NOV 2007 , IN THE BRAMBLES INDUSTRIES LIMITED
2004 PERFORMANCE SHARE PLAN IN THE MANNER AS SPECIFIED
25. APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For
OF AUSTRALIAN STOCK EXCHAN GE LISTING RULE 10.14,
THE PARTICIPATION BY MR. D.J. TURNER, UNTIL 23
NOV 2007 , IN THE BRAMBLES INDUSTRIES LIMITED
2004 PERFORMANCE SHARE PLAN IN THE MANNER AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
SMITHS GROUP AGM Meeting Date: 11/16/2004
Issuer: G82401103 ISIN: GB0008182700
SEDOL: 0818270, 5848056
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE REPORTS OF THE DIRECTORS AND THE AUDITORS Management For
AND THE AUDITED ACCOUNTS F OR THE YE 31 JUL 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 JUL 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-APPOINT SIR NIGEL BROOMFIELD AS A DIRECTOR Management For
5. RE-APPOINT MR. J. LANGSTON AS A DIRECTOR Management For
6. RE-APPOINT MR. D.P. LILLYCROP AS A DIRECTOR Management For
7. RE-APPOINT MR. E. LINDH AS A DIRECTOR Management For
8. RE-APPOINT MR. A. M. THOMSOM AS A DIRECTOR Management For
9. RE-APPOINT MR. D.H. BRYDON AS A DIRECTOR Management For
10. RE-APPOINT MR. D. J. CHALLEN AS A DIRECTOR Management For
11. RE-APPOINT MR. P.J. JACKSON AS A DIRECTOR Management For
12. RE-APPOINT LORD ROBERTSON AS A DIRECTOR Management For
13. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
14. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
15. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF THE Management For
EXISTING AUTHORITIES SECTION 80 AND IN ACCORDANCE
WITH THE ARTICLE 6 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO ALLOT RELEVANT SECURITIES,
NOT EXCEEDING THE AGGREGATE OF GBP 46, 811,832;
AUTHORITY EXPIRES AT THE END OF 5 YEARS
S.16 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF EXISTING Management For
AUTHORITIES SECTION 95 , IN ACCORDANCE WITH
THE ARTICLE 7 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND IN ACCORDANCE WITH SECTION 94(3A) OF THE
ACT, TO ALLOT EQUITY SECURITIES FOR CASH, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
OF THE ACT , PROVIDED THAT THE POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES OTH ER
THAN IN CONNECTION WITH A RIGHTS ISSUE HAVING
A MAXIMUM NOMINAL AMOUNT OF GBP 7,021,774; AUTHORITY
EXPIRES AT THE END OF 5 YEARS
S.17 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
ARTICLE 11 OF THE ARTICLES OF AS SOCIATION OF
THE COMPANY, TO MAKE MARKET PURCHASES SECTION
163 OF THE COMPANI ES ACT 1985 OF UP TO 56,174,198
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP
TO 105% OF THE AVERAGE MIDDLE M ARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CO
NCLUSION OF THE NEXT GENERAL MEETING OF THE COMPANY
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE E XECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
18. AUTHORIZE THE SMITHS GROUP PLC AND EACH AND EVERY Management For
SUBSIDIARY COMPANY OF SMITHS GROUP PLC 50% OR
MORE OF THE VOTING RIGHTS ARE OWNED DIRECTLY
OR INDIRECTLY BY SMITHS GROUP PLC TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND INCUR POLITICAL
EXPENDITURE PROVIDED THAT THE AMOUNT OF ANY SUCH
DONATIONS AND/OR E XPENDITURE IN AGGREGATE SHALL
NOT EXCEED GBP 100,000 PER ANNUM; AUTHORITY
EXP IRES AT THE END OF 4 YEARS
19. ADOPT THE SMITHS GROUP PERFORMANCE SHARE PLAN Management For
THE PERFORMANCE SHARE PLAN AND AUTHORIZE THE
DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY
MAY CONSIDER A PPROPRIATE TO IMPLEMENT THE PERFORMANCE
SHARE PLAN; AND AUTHORIZE THE DIRECTOR S TO VOTE
AS DIRECTORS AND BE COUNTED IN ANY QUORUM ON
ANY MATTER CONNECTED WI TH THE PERFORMANCE SHARE
PLAN, NOTWITHSTANDING THAT THEY MAY BE INTERESTED
IN THE SAME, SAVE THAT NO DIRECTOR MAY VOTE OR
BE COUNTED IN THE QUORUM ON ANY MA TTER SOLELY
CONCERNING HIS OWN PARTICIPATION THEREIN AND
THAT ANY PROHIBITION ON THE DIRECTORS VOTING
SHALL BE SUSPENDED TO THIS EXTENT ACCORDINGLY
20. ADOPT THE SMITHS GROUP CO-INVESTMENT PLAN THE Management For
CO-INVESTMENT PLAN AND AUTHORI ZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
APPROPRIA TE TO IMPLEMENT THE CO-INVESTMENT PLAN;
AND AUTHORIZE THE DIRECTORS TO VOTE AS THE DIRECTORS
AND BE COUNTED IN ANY QUORUM ON ANY MATTER CONNECTED
WITH THE C O-INVESTMENT PLAN, NOTWITHSTANDING
THAT THEY MAY BE INTERESTED IN THE SAME, SA VE
THAT NO DIRECTOR MAY VOTE OR BE COUNTED IN THE
QUORUM ON ANY MATTER SOLELY CONCERNING HIS OWN
PARTICIPATION THEREIN AND THAT ANY PROHIBITION
ON THE DIREC TORS VOTING SHALL BE SUSPENDED
TO THIS EXTENT ACCORDINGLY
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
VNU NV, HAARLEM EGM Meeting Date: 11/16/2004
Issuer: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
- ------------------------------------------------------------------------------------------------------------------------------------
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 09 NOV 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE DECISION OF THE BOARD OF MANAGEMENT Management
CONCERNING THE SALE OF THE WOR LD DIRECTORIES
GROUP
3. APPROVE TO ALTER THE ARTICLES OF ASSOCIATION Management
4. APPROVE TO ALTER THE BONUS PLAN FOR 2005 AND Management
FOLLOWING YEARS
5. APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management
6. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other
7. CLOSURE Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN EGM Meeting Date: 11/17/2004
Issuer: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 056, 5069192, 5069211, 5069459, 5069493, 5073450,
5073461, 5073472, 5074497, 5077894, B033630
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE AGREEMENT WITH LANXESS AG, THE COMPANY Management
SHALL TRANSFER ITS ENTIRE I NTERESTS IN LANXESS
DEUTSCHLAND GMBH AND THE LANXESS AG, AS WELL
AS THE ENTIRE ASSETS OF LANXESS CORPORATE CENTER
TO ITS WHOLLY-OWNED SUBSIDIARY LANXESS AG PURSUANT
TO SECTION 123(2)1 OF THE GERMAN LAW REGULATING
TRANSFORMATION OF COM PANIES, WITH RETROSPECTIVE
EFFECT FROM 01 JUL 2004 AS COMPENSATION FOR THE
TRA NSFER OF ASSETS, THE SHAREHOLDERS OF THE
COMPANY SHALL BE GRANTED, FREE OF CHA RGE, 1
BEARER NO-PAR SHARE OF LANXESS AG IN EXCHANGE
FOR 10 BEARER NO-PAR SHAR E OF THE COMPANY; THE
LANXESS AG SHARES SHALL CONVEY DIVIDEND ENTITLEMENT
FROM 01 JAN 2004, LANXESS AG SHALL INCREASE ITS
SHARE CAPITAL FROM EUR 50,000 TO E UR 73,034,192
THROUGH THE ISSUE OF 72,984,192 NEW SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
GENERAL PROPERTY TRUST AGM Meeting Date: 11/17/2004
Issuer: Q40060107 ISIN: AU000000GPT8
SEDOL: 6365350, 6365866, B06LZH8
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE CONSTITUTION Management For
2. APPROVE THE MERGER Management For
3. APPROVE TO LEND LEASE SUBSCRIPTION PURSUANT TO Management For
SECTION 611 ITEM 7
4. APPROVE THE 3% CREEP APPROVAL PURSUANT TO SECTION Management For
611 ITEM 7
- ------------------------------------------------------------------------------------------------------------------------------------
LEND LEASE CORP LTD AGM Meeting Date: 11/17/2004
Issuer: Q55368114 ISIN: AU000000LLC3
SEDOL: 0511643, 5289815, 6512004, 6522122
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A SCHEME MEETING. THANK Non-Voting
YOU.
1. APPROVE, PURSUANT TO AND IN ACCORDANCE WITH THE Management
SECTION 411 OF THE CORPORATION S ACT 2001 CTH
, THE SCHEME OF ARRANGEMENT TO BE MADE BETWEEN
THE LEND LEASE CORPORATION LIMITED AND THE HOLDERS
OF ITS ORDINARY SHARES AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
LEND LEASE CORP LTD AGM Meeting Date: 11/17/2004
Issuer: Q55368114 ISIN: AU000000LLC3
SEDOL: 0511643, 5289815, 6512004, 6522122
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting
COMPANY AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS FOR THE YE 30 JUN 2004
2.a RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF THE Management
COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE
6.1(F) OF THE CONSTITUTION
2.b RE-ELECT MR. G.G. EDINGTON AS A DIRECTOR OF THE Management
COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE
6.1(F) OF THE CONSTITUTION
S.3 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management
ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND
MARKED A
S.4 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management
ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND
MARKED B
5. APPROVE: A) THE EXECUTION, DELIVERY AND THE PERFORMANCE Management
BY THE COMPANY OF ITS OBLIGATIONS UNDER THE STAPLING
DEED AS SPECIFIED ; AND B) THE GIVING OF THE
F INANCIAL BENEFITS BY THE COMPANY AND THE ENTITY
IT CONTROLS TO GPT MANAGEMENT LIMITED, GENERAL
PROPERTY TRUST, ANY ENTITY CONTROLLED BY EITHER
OF THEM AND A NY TRUSTEE OF ANY TRUST CONTROLLED
BY GENERAL PROPERTY TRUST FROM TIME TO TIME UNDER
OR PURSUANT TO ANY TRANSACTION ENTERED INTO IN
ACCORDANCE WITH THE STAP LING DEED
6. APPROVE: A) THE BUY BACK OF UP TO 35,925,925 Management
OF ITS ISSUED ORDINARY SHARES BY BUY-BACK AGREEMENTS
UNDER AN OFF-MARKET BUY-BACK TENDER; AND B) THE
TERMS AND ENTRY IN TO THE COMPANY OF THE BUY-BACK
AGREEMENTS IS REQUIRED UNDER THE CORPO RATIONS
ACT 2001
7. APPROVE, UNDER SECTION 200E OF THE CORPORATIONS Management
ACT 2001, WITH EFFECT ON AND F ROM THE EFFECTIVE
DATE, THE REPLACEMENT OF THE COMPANY S EXISTING
NON-EXECUTIV E DIRECTORS RETIREMENT BENEFIT
PLAN WITH A NEW RETIREMENT BENEFIT PLAN AS SP
ECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
LEND LEASE CORP LTD MIX Meeting Date: 11/17/2004
Issuer: Q55368114 ISIN: AU000000LLC3
SEDOL: 0511643, 5289815, 6512004, 6522122
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE RESOLUTION 1 BELONGS TO Non-Voting Non-Vote Proposal
SCHEME MEETING. THANK YOU.
1. APPROVE, PURSUANT TO AND IN ACCORDANCE WITH THE Management For
SECTION 411 OF THE CORPORATION S ACT 2001 CTH
, THE SCHEME OF ARRANGEMENT TO BE MADE BETWEEN
THE LEND LEASE CORPORATION LIMITED AND THE HOLDERS
OF ITS ORDINARY SHARES AS SPECIFIED
* PLEASE NOTE THAT THE RESOLUTIONS 2.A TO 7 BELONG Non-Voting Non-Vote Proposal
TO THE AGM. THANK YOU.
* RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal
COMPANY AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS FOR THE YE 30 JUN 2004
2.a RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE
6.1(F) OF THE CONSTITUTION
2.b RE-ELECT MR. G.G. EDINGTON AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE
6.1(F) OF THE CONSTITUTION
S.3 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management For
ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND
MARKED A
S.4 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management For
ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND
MARKED B
5. APPROVE: A) THE EXECUTION, DELIVERY AND THE PERFORMANCE Management For
BY THE COMPANY OF ITS OBLIGATIONS UNDER THE STAPLING
DEED AS SPECIFIED ; AND B) THE GIVING OF THE
F INANCIAL BENEFITS BY THE COMPANY AND THE ENTITY
IT CONTROLS TO GPT MANAGEMENT LIMITED, GENERAL
PROPERTY TRUST, ANY ENTITY CONTROLLED BY EITHER
OF THEM AND A NY TRUSTEE OF ANY TRUST CONTROLLED
BY GENERAL PROPERTY TRUST FROM TIME TO TIME UNDER
OR PURSUANT TO ANY TRANSACTION ENTERED INTO IN
ACCORDANCE WITH THE STAP LING DEED
6. APPROVE: A) THE BUY BACK OF UP TO 35,925,925 Management For
OF ITS ISSUED ORDINARY SHARES BY BUY-BACK AGREEMENTS
UNDER AN OFF-MARKET BUY-BACK TENDER; AND B) THE
TERMS AND ENTRY IN TO THE COMPANY OF THE BUY-BACK
AGREEMENTS IS REQUIRED UNDER THE CORPO RATIONS
ACT 2001
7. APPROVE, UNDER SECTION 200E OF THE CORPORATIONS Management For
ACT 2001, WITH EFFECT ON AND F ROM THE EFFECTIVE
DATE, THE REPLACEMENT OF THE COMPANY S EXISTING
NON-EXECUTIV E DIRECTORS RETIREMENT BENEFIT
PLAN WITH A NEW RETIREMENT BENEFIT PLAN AS SP
ECIFIED
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
# 206086 & 171721 DUE TO COMB INING THESE UNDER
ONE MEETING. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WIL L BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
RMC GROUP PLC EGM Meeting Date: 11/17/2004
Issuer: G76050106 ISIN: GB0007266413
SEDOL: 0726641
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, FOR THE PURPOSE OF GIVING EFFECT TO Management For
THE SCHEME OF ARRANGEMENT DATED 2 5 OCT 2004
BETWEEN THE COMPANY AND THE HOLDERS OF ITS SCHEME
SHARES AS DEFINE D IN THE SAID SCHEME , SUBJECT
TO SUCH MODIFICATION, ADDITION OR CONDITION APP
ROVED OR IMPOSED BY THE COURT THE SCHEME : A)
THE SCHEME AND AUTHORIZE THE DI RECTORS OF THE
COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER
NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME
INTO EFFECT; B) TO REDUCE THE SHARE CAP ITAL
OF THE COMPANY BY CANCELING AND EXTINGUISHING
ALL THE CANCELLATION SHARES AS SPECIFIED IN SCHEME
; C) AND SUBJECT TO AND FORTHWITH UPON THE SAID
REDUC TION OF CAPITAL TAKING EFFECT AND NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY: I) TO INCREASE THE SHARE CAPITAL
O F THE COMPANY TO ITS FORMER AMOUNT BY CREATION
OF SUCH NUMBER OF ORDINARY SHAR ES OF 25 PENCE
EACH AS SHALL BE EQUAL TO THE NUMBER OF CANCELLATION
SHARES CAN CELLED PURSUANT TO POINT (A) ABOVE;
II) TO CAPITALIZE THE RESERVE ARISING IN T HE
BOOKS OF ACCOUNT OF THE COMPANY AS A RESULT OF
THE SAID REDUCTION OF THE CA PITAL AND APPLY
IN FULL AT PAR THE NEW ORDINARY SHARES SO CREATED
AND ALLOT AN D ISSUED CREDITED SUCH ORDINARY
SHARES AS FULLY PAID TO CEMEK UK LIMITED AND/O
R ITS NOMINEE S ; III) AND AUTHORIZE THE DIRECTORS
OF THE COMPANY, PURSUANT TO SECTION 80 OF THE
COMPANIES ACT 1985, TO ALLOT THE NEW ORDINARY
SHARES REFERR ED IN POINT (C) (II) ABOVE UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 100,000,00
0; AUTHORITY EXPIRES ON 27 SEP 2005 ; AND D)
TO AMEND THE ARTICLES OF ASSOCIA TION OF THE
COMPANY BY ADOPTING AND INCLUDING THE NEW ARTICLE
126
- ------------------------------------------------------------------------------------------------------------------------------------
RMC GROUP PLC CRT Meeting Date: 11/17/2004
Issuer: G76050106 ISIN: GB0007266413
SEDOL: 0726641
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT TO BE MADE Management For
BETWEEN THE COMPANY AND THE HOLDE RS OF THE SCHEME
SHARES AS DEFINED IN THE SAID SCHEME
- ------------------------------------------------------------------------------------------------------------------------------------
SINO LAND CO LTD AGM Meeting Date: 11/17/2004
Issuer: Y80267126 ISIN: HK0083000502
SEDOL: 5925766, 6810429
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For
AND THE DIRECTORS AND TH E AUDITORS REPORTS
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 TO FIX THE DIRECTORS REMUNERATION
4. RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Management For
THE AUDITORS FOR THE ENSUING YE AR AND AUTHORIZE
THE BOARD TO FIX THEIR REMUNERATION
5.i 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
AND THE STOCK EXCHAN GE FOR THIS PURPOSE, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND THE REQUIREMENTS OF THE RULES GOVERNING THE
LISTING OF SECURITIES ON THE STOC K EXCHANGE
OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM
TIME TO TIME, NOT EX CEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPAN
Y; 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 THE COMPANY
IS TO BE HELD BY LAW
5.ii AUTHORIZE THE DIRECTORS OF THE COMPANY, TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITION AL SHARES IN THE
CAPITAL OF THE COMPANY, TO ALLOT, ISSUE OR GRANT
SECURITIES O F THE COMPANY, INCLUDING BONDS,
DEBENTURES, NOTES CONVERTIBLE INTO SHARES OF
THE COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS WHICH WOULD OR MIGHT REQUIRE THE EXERCISE
OF SUCH POWERS EITHER OF DURING OR AFTER THE
RELEVA NT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPI TAL OF THE COMPANY,
OTHERWISE THAN PURSUANT TO A RIGHTS ISSUE; OR
PURSUANT TO THE EXERCISE OF ANY SHARE OPTION
SCHEME; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE N EXT AGM IS TO
BE HELD BY LAW
5.iii APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
5.I AND 5.II, THE AGGREGA TE NOMINAL AMOUNT OF
THE SHARES WHICH ARE REPURCHASED BY THE COMPANY
UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION
5.I SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT
OF SHARE CAPITAL THAT MAY BE ALLOTTED OR AGREED
CONDITIONALLY O R UNCONDITIONALLY TO BE ALLOTTED
BY THE DIRECTORS OF THE COMPANY PURSUANT TO R
ESOLUTION 5.II
S.6 APPROVE AND ADOPT THE NEW ARTICLES OF ASSOCIATION Management For
OF THE COMPANY IN SUBSTITUTI ON FOR AND TO THE
EXCLUSION OF ALL EXISTING ARTICLES OF ASSOCIATION
OF THE COM PANY
- ------------------------------------------------------------------------------------------------------------------------------------
COLES MYER LTD AGM Meeting Date: 11/18/2004
Issuer: Q26203101 ISIN: AU000000CML1
SEDOL: 0208912, 5709603, 6179045, 6209908
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE PRESENTATIONS BY THE CHAIRMAN AND Non-Voting Non-Vote Proposal
THE CHIEF EXECUTIVE OFFICER
2. APPROVE THE FINANCIAL REPORT OF THE COMPANY FOR Non-Voting Non-Vote Proposal
THE FYE 25 JUL 2004 TOGETHER W ITH THE DIRECTORS
AND THE AUDITOR S REPORTS
3.a RE-ELECT MR. MARTYN K. MYER AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDAN CE WITH THE COMPANY
S CONSTITUTION
3.b RE-ELECT MS. PATTY E. AKOPIANTZ AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN ACCO RDANCE WITH THE
COMPANY S CONSTITUTION
3.c ELECT MR. ANGE T. KENOS AS A DIRECTOR IN ACCORDANCE Management Against
WITH THE COMPANY S CONSTIT UTION
4. APPROVE THE SENIOR EXECUTIVE PERFORMANCE SHARE Management For
PLAN AS SPECIFIED, AS A REPLACE MENT FOR THE
CURRENT SENIOR EXECUTIVE SHARE OPTION PLAN
- ------------------------------------------------------------------------------------------------------------------------------------
WOLSELEY PLC AGM Meeting Date: 11/18/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
KINGBOARD CHEMICAL HOLDINGS LTD EGM Meeting Date: 11/19/2004
Issuer: G52562140 ISIN: KYG525621408
SEDOL: 6491318, B03BR75
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE: I) THE ACQUISITION OF ALL OF THE ISSUED Management For
SHARES IN THE CAPITAL OF, AND THE CANCELLATION
OF ALL OUTSTANDING OPTIONS OF, ELEC & ELTEK INTERNATIONAL
HO LDINGS LIMITED BY EASE EVER INVESTMENTS LIMITED,
AN INDIRECT WHOLLY-OWNED SUBS IDIARY OF THE COMPANY,
OTHER THAN ISSUED AND PAID-UP ORDINARY SHARES
IN THE CA PITAL OF ELEC & ELTEK INTERNATIONAL
HOLDINGS LIMITED BY ELITELINK HOLDINGS LIM ITED,
ANOTHER INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE
COMPANY, OTHER THAN THOS E ALREADY OWNED BY ELITELINK
HOLDINGS LIMITED OR PARTIES ACTING IN CONCERT
WIT H IT AND THOSE OWNED BY ELEC & ELTEK INTERNATIONAL
HOLDINGS LIMITED; AND AUTHO RIZE THE DIRECTORS
OF THE COMPANY DIRECTORS TO DO ALL SUCH FURTHER
ACTS AND THINGS AND TO SIGN AND EXECUTE ALL SUCH
OTHER OR FURTHER DOCUMENTS AND TO TAKE ALL SUCH
STEPS WHICH IN THE OPINION OF THE DIRECTORS BE
NECESSARY, APPROPRIAT E, DESIRABLE OR EXPEDIENT
TO IMPLEMENT AND/OR GIVE EFFECTS TO THE TRANSACTIONS
AS SPECIFIED AND TO AGREE TO ANY VARIATION, AMENDMENT,
SUPPLEMENT OR WAIVER O F MATTERS RELATING THERETO
AS ARE AND IN THE OPINION OF THE DIRECTORS IN
THE I NTEREST OF THE COMPANY TO EXTENT THAT SUCH
VARIATION, AMENDMENT, SUPPLEMENT OR WAIVER DO
NOT CONSTITUTE MATERIAL CHANGES TO THE MATERIAL
TERMS OF THE TRANSA CTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
KARSTADT QUELLE AG, ESSEN EGM Meeting Date: 11/22/2004
Issuer: D38435109 ISIN: DE0006275001
SEDOL: 4484105, 5786565
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT KARSTADT QUELLE AG, ESSEN Non-Voting Non-Vote Proposal
SHARES ARE ISSUED IN REGIST ERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE. THANK YOU
1. APPROVE THE REPORT ON THE REFINANCING CONCEPT Management Take No Action
2. APPROVE THE CAPITAL INCREASE AGAINST CONTRIBUTIONS Management Take No Action
IN CASH, THE COMPANY S SHAR E CAPITAL OF EUR
301,459,904 SHALL BE INCREASED TO UP TO EUR 539,645,824
THROU GH THE ISSUE OF UP TO 93,041,375 BEARER
NO- PAR SHARES WITH DIVIDEND ENTITLEME NT FROM
01 JAN 2004, AGAINST CONTRIBUTIONS IN CASH, THE
NEW SHARES SHALL BE IS SUED TO THE SHAREHOLDERS
AT A RATIO OF SEVEN NEW SHARES FOR EIGHT OLD
SHARES, AND A PRICE OF AT LEAST EUR 4 PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------------
AUCKLAND INTERNATIONAL AIRPORT LTD AGM Meeting Date: 11/23/2004
Issuer: Q06213104 ISIN: NZAIAE0001S8
SEDOL: 6123707, 6135036
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE THE CHAIRMAN S INTRODUCTION Non-Voting Non-Vote Proposal
* RECEIVE THE CHIEF EXECUTIVE S REVIEW Non-Voting Non-Vote Proposal
* RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
OF THE COMPANY FOR THE YE 30 JUN 2004 TOGETHER
WITH THE DIRECTORS AND THE AUDITOR S REPORTS
1. RE-ELECT MR. WAYNE BOYD AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATION
2. RE-ELECT MRS. JOAN WITHERS AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATI ON
3. RE-ELECT DR. KEITH TURNER AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATIO N
4. AUTHORIZE THE DIRECTORS TO FIX THE FEES AND EXPENSES Management For
OF THE AUDITOR
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD VOTES Non-Voting Non-Vote Proposal
CAST ON RESOLUTION 5 BY ANY DIRECTOR OR ANY ASSOCIATE
OF ANY DIRECTOR. THANK YOU.
5. APPROVE THAT THE TOTAL QUANTUM OF ANNUAL DIRECTORS Management For
FEES BE INCREASED FROM NZD 222,500 FROM NZD
337,500 TO NZD 560,000, SUCH AMOUNT TO BE DIVIDED
AMONGST TH E DIRECTORS AS THEY DEEM APPROPRIATE
S.6 ADOPT THE NEW CONSTITUTION OF THE COMPANY IN Management For
REPLACEMENT OF THE EXISTING ONE W HICH IS REVOKED
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
BRAMBLES INDUSTRIES PLC AGM Meeting Date: 11/23/2004
Issuer: G1307R101 ISIN: GB0030616733
SEDOL: 3061673
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT, AUDITORS REPORT Management For
AND THE FINANCIAL STATEMENTS F OR BRAMBLES INDUSTRIES
LIMITED FOR THE YE 30 JUN 2004
2. RECEIVE THE REPORTS AND ACCOUNTS FOR BRAMBLES Management For
INDUSTRIES PLC FOR THE YE 30 JUN 2004
3. APPROVE THE BRAMBLES REMUNERATION REPORT FOR Management For
THE YE 30 JUN 2004
4. APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For
OF AUSTRALIAN STOCK EXCHAN GE LISTING RULE 10.17,
TO INCREASE THE MAXIMUM PERMISSIBLE ANNUAL REMUNERATION
FOR THE NON-EXECUTIVE DIRECTORS OF BRAMBLES INDUSTRIES
LIMITED BY AUD 1,000,0 00 FROM AUD 2,000,000
TO AUD 3,000,000 WHICH AMOUNT WILL INCLUDE ANY
REMUNERA TION PAID TO THOSE DIRECTORS BY BRAMBLES
INDUSTRIES PLC OR BY ANY SUBSIDIARY O F BRAMBLES
INDUSTRIES LIMITED OR BRAMBLES INDUSTRIES PLC
FOR THEIR SERVICES
5. APPROVE, FOR ALL PURPOSES, TO INCREASE THE MAXIMUM Management For
PERMISSIBLE ANNUAL REMUNERA TION FOR THE NON-EXECUTIVE
DIRECTORS OF BRAMBLES INDUSTRIES PLC BY AUD 450,000
FROM AUD 750,000 TO AUD 1,200,000 WHICH AMOUNT
WILL INCLUDE ANY REMUNERATION PAID TO THOSE DIRECTORS
BY BRAMBLES INDUSTRIES LIMITED OR BY ANY SUBSIDIARY
O F BRAMBLES INDUSTRIES PLC OR BRAMBLES INDUSTRIES
LIMITED FOR THEIR SERVICES
6. ELECT MR. M. F. IHLEIN TO THE BOARD OF BRAMBLES Management For
INDUSTRIES LIMITED
7. ELECT MR. M F. IHLEIN TO THE BOARD OF BRAMBLES Management For
INDUSTRIES PLC
8. ELECT MR. S. P. JOHNS TO THE BOARD OF BRAMBLES Management For
INDUSTRIES LIMITED
9. ELECT MR. S. P. JOHNS TO THE BOARD OF BRAMBLES Management For
INDUSTRIES PLC
10. ELECT MR. J. NASSER AO TO THE BOARD OF BRAMBLES Management For
INDUSTRIES LIMITED
11. ELECT MR. J. NASSER AO TO THE BOARD OF BRAMBLES Management For
INDUSTRIES PLC
12. RE-ELECT MR. M.D.I. BURROWS TO THE BOARD OF BRAMBLES Management For
INDUSTRIES LIMITED
13. RE-ELECT MR. M.D.I. BURROWS TO THE BOARD OF BRAMBLES Management For
INDUSTRIES PLC
14. RE-ELECT MR. D.J. TURNER TO THE BOARD OF BRAMBLES Management For
INDUSTRIES LIMITED
15. RE-ELECT MR. D.J. TURNER TO THE BOARD OF BRAMBLES Management For
INDUSTRIES PLC
16. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF BRAMBLES INDUSTRIES P LC UNTIL THE
CONCLUSION OF NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEF ORE THAT COMPANY
17. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For
FEES
18. APPROVE TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS Management For
BY ARTICLE 7 OF BRAMBLES INDUSTRIES PLC S ARTICLES
OF ASSOCIATION TO ALLOT RELEVANT SECURITIES AND
SEC TION 80 AMOUNT SHALL BE GBP 8,810,219; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM IN 2005
S.19 APPROVE TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS Management For
BY ARTICLE 7 OF BRAMBLES INDUSTRIES PLC S ARTICLES
OF ASSOCIATION TO ALLOT EQUITY SECURITIES FOR
CASH AND SECTION 89 AMOUNT WILL BE 1,809,485;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
IN 2005
S.20 AUTHORIZE THE BRAMBLES INDUSTRIES PLC TO MAKE Management For
MARKET PURCHASES SECTION 163(3) OF THE UK COMPANIES
ACT 1985 OF UP TO 72,379,561 ORDINARY SHARES
OF 5 PENCE EACH ORDINARY SHARES , AT A AT A
MINIMUM PRICE OF 5 PENCE AND UP TO AN AMOUNT
EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
OF THE COMPANY IN 2005 ; EXCEPT THE BRAMBLES
INDUSTRIES PLC MAY MAKE A PURCHASE OF ANY ORDINARY
SHARE AFTER THIS AUTHORITY ENDS IF THE CONTRACT
FOR PURCHASE WAS ENTERED INTO BEFORE IT ENDED
21. APPROVE THE BRAMBLES INDUSTRIES LIMITED 2004 Management For
PERFORMANCE SHARE PLAN, FOR ALL P URPOSES INCLUDING
AS AN EXCEPTION TO AUSTRALIAN STOCK EXCHANGE
LISTING RULE 7 .1
22. APPROVE THE BRAMBLES INDUSTRIES PLC 2004 PERFORMANCE Management For
SHARE PLAN, FOR ALL PURPO SES INCLUDING AS AN
EXCEPTION TO AUSTRALIAN STOCK EXCHANGE LISTING
RULE 7.1
23. AUTHORIZE THE BOARD TO ESTABLISH FURTHER PLANS Management For
BASED ON THE BRAMBLES INDUSTRIE S LIMITED 2004
PERFORMANCE SHARE PLAN OR THE BRAMBLES INDUSTRIES
PLC 2004 PERF ORMANCE SHARE PLAN THE PLANS
BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCH
ANGE CONTROL OR SECURITIES LAWS IN TERRITORIES
OUTSIDE THE UK OR AUSTRALIA, PR OVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST THE LIMITS ON
INDIVIDUAL OR OVER ALL PARTICIPATION IN THE PLA
NS
24. APPROVE, FOR ALL PURPOSES AND FOR THE PURPOSE Management For
OF AUSTRALIAN STOCK EXCHANGE LIS TING RULE 10.14,
THE PARTICIPATION BY MR. M.F. IHLEIN IN THE BRAMBLES
INDUSTRI ES LIMITED 2004 PERFORMANCE SHARE PLAN
UNTIL 23 NOV 2004
25. APPROVE, FOR ALL PURPOSES AND FOR THE PURPOSE Management For
OF AUSTRALIAN STOCK EXCHANGE LIS TING RULE 10.14,
THE PARTICIPATION BY MR. D.J. TURNER IN THE BRAMBLES
INDUSTRI ES LIMITED 2004 PERFORMANCE SHARE PLAN
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
HANG LUNG PROPERTIES LTD AGM Meeting Date: 11/23/2004
Issuer: Y30166105 ISIN: HK0101000591
SEDOL: 5579129, 6030506
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 30 JUN 2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE BOARD Management For
OF DIRECTORS TO FIX THEIR FEES
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
SHARES IN THE CAPITAL OF TH E COMPANY DURING
THE RELEVANT PERIOD, THE AGGREGATE NOMINAL AMOUNT
OF ORDINARY SHARES OF HKD 1 EACH IN THE CAPITAL
OF THE COMPANY ORDINARY SHARES WHICH MA Y BE
PURCHASED BY THE COMPANY ON THE STOCK EXCHANGE
OF HONG KONG LIMITED OR AN Y OTHER STOCK EXCHANGE
RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION
ON THE STOCK EXCHANGE OF HONG KONG LIMITED UNDER
THE HONG KONG CODE ON SHARE REPU RCHASES, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ORDINARY SHA RES IN THE SHARE CAPITAL
OF THE COMPANY AND THE AGGREGATE NOMINAL AMOUNT
OF CO NVERTIBLE CUMULATIVE PREFERENCE SHARES
OF HKD 7,500 EACH IN THE CAPITAL OF THE COMPANY
CONVERTIBLE PREFERENCE SHARES , NOT EXCEEDING
10% OF THE AGGREGATE N OMINAL AMOUNT OF THE CONVERTIBLE
PREFERENCE SHARES IN THE SHARE CAPITAL OF THE
COMPANY, AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM OF THE C OMPANY IS TO BE HELD BY LAW
5.B AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management Against
TO SECTION 57B OF THE COMPANI ES ORDINANCE, TO
ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES
IN THE CAPITAL O F THE COMPANY AND TO ALLOT,
ISSUE OR GRANT SECURITIES CONVERTIBLE INTO SHARES
IN THE CAPITAL OF THE COMPANY OR OPTIONS, WARRANTS
OR SIMILAR RIGHTS TO SUBSCR IBE FOR ANY SUCH
SHARE OR SUCH CONVERTIBLE SECURITIES AND TO MAKE
OR GRANT OFF ERS, AGREEMENTS AND OPTIONS DURING
AND AFTER THE RELEVANT PERIOD,: I) A RIGHTS ISSUE;
OR II) THE EXERCISE OF RIGHTS OF SUBSCRIPTION;
OR III) ANY OPTION SCHE ME OR SIMILAR ARRANGEMENT;
OR IV) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT
PR OVIDING FOR THE ALLOTMENT OF SHARES IN VIEW
WHOLE OR PART OF A DIVIDEND ON SHA RES OF THE
COMPANY IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPA NY SHALL NOT EXCEED THE AGGREGATE
OF: AA) IN CASE OF ORDINARY SHARES 20% OF TH
E AGGREGATE NOMINAL AMOUNT OF THE ORDINARY SHARES
IN THE SHARE CAPITAL OF COMP ANY IN ISSUE AT
THE DATE OF PASSING THIS RESOLUTION PLUS; BB)
IN THE CASE OF C ONVERTIBLE PREFERENCE SHARES
20% OF THE AGGREGATE NOMINAL AMOUNT OF THE CONVER
TIBLE PREFERENCE SHARES IN THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DA TE OF PASSING
THIS RESOLUTION PLUS; CC) IF THE DIRECTORS ARE
SO AUTHORIZED BY A SEPARATE ORDINARY RESOLUTION
OF SHAREHOLDERS OF THE COMPANY IN RESOLUTION
5. C , THE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT
TO THE PASSING OF THIS RESOLUTION, UP TO A MAXIMUM
EQUIVALE NT TO 10% IN THE CASE OF ORDINARY SHARES,
THE AGGREGATE NOMINAL AMOUNT OF THE ORDINARY
SHARES IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION
AND IN THE CAS E OF CONVERTIBLE PREFERENCE SHARES,
THE AGGREGATE NOMINAL AMOUNT OF THE CONVER TIBLE
PREFERENCE SHARES IN ISSUE AT THE DATE OF PASSING
THIS RESOLUTION SHALL BE LIMITED ACCORDINGLY
5.C AUTHORIZE THE DIRECTORS OF THE COMPANY TO EXERCISE Management For
THE POWERS OF THE COMPANY A S REFERRED IN RESOLUTION
5.B IN RESPECT OF THE SHARE CAPITAL OF THE COMPANY
RE FERRED IN SUB-POINT (CC) ABOVE
S.6 AMEND ARTICLE 2, 16, 37, 38, 80, 84, 85, 90, Management For
91, 91(B), 95(C), 101(VII), 102(H ), 102(I),
102(K), 107, 109, 183(A) AND 183(B) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
7. ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
HARVEY NORMAN HOLDINGS LTD AGM Meeting Date: 11/23/2004
Issuer: Q4525E117 ISIN: AU000000HVN7
SEDOL: 5804014, 6086220, 6108726, 6173508
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE STATEMENT OF FINANCIAL Management For
POSITION AND STATEMENT OF FINAN CIAL PERFORMANCE
OF THE COMPANY, THE DIRECTORS DECLARATION AND
THE DIRECTORS REPORT AND INDEPENDENT AUDIT REPORT
FOR THE YE 30 JUN 2004
2. DECLARE A DIVIDEND AS RECOMMENDED BY THE BOARD Management For
3.1 ELECT MS. KAY LESLEY PAGE AS A DIRECTOR, IN ACCORDANCE Management For
WITH ARTICLE 63A OF THE COMPANY S ARTICLES OF
ASSOCIATION
3.2 ELECT MR. ARTHUR BAYLY BREW AS A DIRECTOR, IN Management For
ACCORDANCE WITH ARTICLE 63A OF T HE COMPANY S
ARTICLES OF ASSOCIATION
3.3 ELECT MR. CHRISTOPHER HERBERT BROWN AS A DIRECTOR, Management For
IN ACCORDANCE WITH ARTICLE 63A OF THE COMPANY
S ARTICLES OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
HAYS PLC AGM Meeting Date: 11/23/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LTD AGM Meeting Date: 11/25/2004
Issuer: Q1498M100 ISIN: AU000000BHP4
SEDOL: 0144403, 0144414, 5709506, 6144690, 6144764, 6146760
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS Management
OF THE BHP BILLITON LTD.
2. RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS Management
OF THE BHP BILLITON PLC
3. RE-ELECT DR. ARGUS AS A DIRECTOR OF BHP BILLITION Management
LTD.
4. RE-ELECT DR. ARGUS AS A DIRECTOR OF BHP BILLITON Management
PLC
5. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management
BILLITON LTD.
6. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management
BILLITON PLC
7. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management
BILLITON LTD.
8. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management
BILLITON PLC
9. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management
BILLITON LTD.
10. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management
BILLITON PLC
11. RE-APPOINT THE AUDITORS OF BHP BILLITON PLC Management
12. APPROVE TO RENEW DIRECTORS AUTHORITY TO ALLOT Management
SHARES OF BHP BILLITON PLC
13. APPROVE TO RENEW THE DISAPPLICATION OF PRE EMPTION Management
RIGHTS IN BHP BILLITON PLC
14. APPROVE THE REPURCHASE OF SHARES OF BHP BILLITION Management
PLC
15. APPROVE THE REMUNERATION REPORT Management
16. APPROVE THE AMENDED GROUP INCENTIVE PLAN Management
17. APPROVE THE LONG TERM INCENTIVE PLAN (LTIP) Management
18. APPROVE THE GRANT OF AWARDS TO MR. C.W. GOODYEAR Management
UNDER THE AMENDED GIS AND THE LTIP
19. APPROVE THE GRANT OF AWARDS TO MR. M. SALAMON Management
UNDER THE AMENDED GIS AND THE LT IP
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
FAST RETAILING CO LTD AGM Meeting Date: 11/25/2004
Issuer: J1346E100 ISIN: JP3802300008
SEDOL: 6332439
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 50, FINAL JY 65, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For
2.2 ELECT DIRECTOR Management For
2.3 ELECT DIRECTOR Management For
2.4 ELECT DIRECTOR Management For
2.5 ELECT DIRECTOR Management For
2.6 ELECT DIRECTOR Management For
2.7 ELECT DIRECTOR Management For
2.8 ELECT DIRECTOR Management For
3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
3.3 APPOINT INTERNAL STATUTORY AUDITOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL POWER PLC EGM Meeting Date: 11/25/2004
Issuer: G4890M109 ISIN: GB0006320161
SEDOL: 0632016, 5626757, B02SWM7
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PURCHASE BY IPM EAGLE LLP, A LIMITED Management For
LIABILITY PARTNERSHIP IN WHIC H THE COMPANY HOLDS
A 70% INTEREST, OR HIS NOMINEE(S), OF ALL OF
THE ISSUED SH ARE CAPITAL OF MEC INTERNATIONAL
B.V. AND RAPID ENERGY LIMITED AND THE BENEFIT
OF ALL PROMISSORY NOTES AND OTHER OBLIGATIONS
IF ANY REPRESENTING MONEY BOR ROWED BY OR AN
INSTALMENT OBLIGATION OF MEC INTERNATIONAL B.V.,
RAPID ENERGY L IMITED OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES EACH AN ACQUIRED COMPANY , TO EME
OR ITS PARENT UNDERTAKINGS OR ITS RESPECTIVE
SUBSIDIARY UNDERTAKINGS OTHE R THAN ACQUIRED
COMPANY , ON THE TERMS OF THE ACQUISITION AGREEMENT
AS SPECIFI ED, AND AUTHORIZE THE DIRECTORS TO
TAKE ALL SUCH STEPS AS MAY BE NECESSARY OR APPROPRIATE
IN RELATION THERETO INCLUDING, WITHOUT LIMITATION,
TO CAUSE THE EM E PORTFOLIO AGREEMENTS AS SPECIFIED
AND ALL MATTERS PROVIDED THEREIN OR RELA TED
THERETO TO BE COMPLETED AND, AT THEIR DISCRETION,
TO AMEND, WAIVE, VARY OR EXTEND ANY OF THE TERMS
ANY EME PORTFOLIO AGREEMENT OR ANY DOCUMENT REFERRED
TO IN OR CONNECTED WITH AN EME PORTFOLIO AGREEMENT
IN WHATEVER WAY THEY MAY CO NSIDER TO BE NECESSARY
OR DESIRABLE PROVIDED THAT ANY SUCH AMENDMENT,
WAIVER, VARIATION, OR EXTENSION IS NOT MATERIAL
2. AUTHORIZE THE COMPANY THAT THE SHARE CAPITAL Management For
BE INCREASED FROM GBP 850,000,001 .21 TO GBP
1,133,000,001.21 BY THE CREATION OF 566,000,000
ORDINARY SHARES OF 50 PENCE EACH
3. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For
WITH SECTION 80 OF THE COMPANIES ACT 1985 THE
ACT , TO EXERCISE ALL THE POWERS OF THE COMPANY
TO ALL OT RELEVANT SECURITIES SECTION 80(2)
OF THE ACT UP TO AN AGGREGATE NOMINAL V ALUE
OF GBP 245,000,000; AUTHORITY EXPIRES THE EARLIER
OF, THE NEXT AGM IN 20 05 OR 10 AUG 2005 ; AND
THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
INTRACOM SA AGM Meeting Date: 11/25/2004
Issuer: X3967R125 ISIN: GRS087103008 BLOCKING
SEDOL: 5482023, 5541173
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REDUCTION OF THE SHARE CAPITAL THROUGH Management
REDUCTION OF THE PAR VALUE OF THE SHARE AND REFUND
OF THE EQUIVALENT AMOUNT TO THE SHAREHOLDERS
IN CASH; APPROVE THE MODIFICATION OF THE ARTICLE
NO. 5 OF THE COMPANY S CHARTER; AUTHOR IZE THE
BOARD OF DIRECTORS TO RETURN THE AMOUNT TO THE
SHAREHOLDERS IN CASH AN D DETERMINE THE EX-DATE
AND PAYABLE DATE
2. APPROVE THE EXPANSION OF THE COMPANY S ACTIVITIES; Management
APPROVE THE MODIFICATION OF ARTICLE NO. 3 OF
THE COMPANY S CHARTER
- ------------------------------------------------------------------------------------------------------------------------------------
SONIC HEALTHCARE LIMITED AGM Meeting Date: 11/25/2004
Issuer: Q8563C107 ISIN: AU000000SHL7
SEDOL: 5975589, 6821120
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE THE STATEMENT OF FINANCIAL POSITION OF Non-Voting Non-Vote Proposal
THE COMPANY AND THE GROUP AS AT 30 JUN 2004
AND THE STATEMENT OF FINANCIAL PERFORMANCE FOR
THE FYE ON THAT DATE, TOGETHER WITH THE STATEMENTS
AND THE REPORTS OF THE DIRECTORS AND THE AU DITOR
AND NOTES ATTACHED AND INTENDED TO BE READ WITH
THE FINANCIAL STATEMENTS
1. RE-ELECT DR. PHILIP DUBOIS AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORD ANCE WITH ARTICLE
71 OF THE COMPANY S CONSTITUTION
2. RE-ELECT DR. HUGH SCOTTON AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDA NCE WITH ARTICLE
71 OF THE COMPANY S CONSTITUTION
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST IN RESPECT OF RESOL UTION 3 BY DR.
COLIN GOLDSCHMIDT ALL OTHER DIRECTORS, AND ANY
OF THEIR ASSOCIA TES. THANK YOU.
3. APPROVE THE PARTICIPATION BY DR. COLIN GOLDSCHMIDT Management For
MANAGING DIRECTOR UNTIL 2 5 NOV 2007, IN THE
EXECUTIVE INCENTIVE PLAN, INCLUDING FOR THE PURPOSE
OF ASX LISTING RULE 10.14
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST IN RESPECT OF RESOL UTION 4 BY MR.
CHRIS WILKS ALL OTHER DIRECTORS, AND ANY OF THEIR
ASSOCIATES. T HANK YOU.
4. APPROVE THE PARTICIPATION BY MR. CHRIS WILKS Management For
FINANCE DIRECTOR UNTIL 25 NOV 2 007, IN THE
EXECUTIVE INCENTIVE PLAN, INCLUDING FOR THE PURPOSE
OF ASX LISTING RULE 10.14
- ------------------------------------------------------------------------------------------------------------------------------------
SHIMACHU CO LTD AGM Meeting Date: 11/26/2004
Issuer: J72122104 ISIN: JP3356800007
SEDOL: 6804455
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against
DIVIDENDS: INTERIM JY 7.15, FINAL JY 7.15, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For
2.2 ELECT DIRECTOR Management For
2.3 ELECT DIRECTOR Management For
2.4 ELECT DIRECTOR Management For
2.5 ELECT DIRECTOR Management For
2.6 ELECT DIRECTOR Management For
2.7 ELECT DIRECTOR Management For
3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
3.3 APPOINT INTERNAL STATUTORY AUDITOR Management For
3.4 APPOINT INTERNAL STATUTORY AUDITOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
THE WAREHOUSE GROUP LTD AGM Meeting Date: 11/26/2004
Issuer: Q90307101 ISIN: NZWHSE0001S6
SEDOL: 6306553, 6939625
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ANNUAL REPORT, THE FINANCIAL Management Abstain
STATEMENTS AND THE AUDITO RS REPORT FOR THE YE
01 AUG 2004
2.1 RE-ELECT MR. GRAHAM FRANCIS EVANS AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN AC CORDANCE WITH THE
CONSTITUTION
2.2 RE-ELECT MR. JOAN WITHERS AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH THE CONSTITUTION
2.3 RE-ELECT MR. ROBERT LANHAM CHALLINOR AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE
CONSTITUTION
2.4 RE-APPOINT MR. IAN TSICALAS TO THE BOARD AS AN Management For
EXECUTIVE DIRECTOR
2.5 RE-APPOINT MR. IAN ROGNVALD MORRICE TO THE BOARD Management For
AS MANAGING DIRECTOR
3. APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITOR Management For
, PURSUANT TO SECTION 200 1 OF THE COMPANIES
ACT 1993 AND AUTHORIZE THE DIRECTORS TO FIX REMUNERATION
OF THE AUDITOR FOR THE ENSUING YEAR
4.a APPROVE THE PROVISION OF FINANCIAL ASSISTANCE Management For
BY THE COMPANY TO THE WAREHOUSE MANAGEMENT TRUSTEE
COMPANY NO. 2 LIMITED AS TRUSTEE OF THE SCHEME,
BY WAY OF L OAN UPTO A MAXIMUM VALUE OF NZD 5,100,000
IN 2005
4.b.1 APPROVE THE TERMS OF SCHEME AS SPECIFIED, IN Management For
ACCORDANCE WITH ASX LISTING RULE 10.14
4.b.2 APPROVE THE ACQUISITION OF SECURITIES AS SPECIFIED Management For
UNDER THE SCHEME BY MR. P ETER GLEN INGER ,
A DIRECTOR OF THE COMPANY, IN ACCORDANCE WITH
ASX LISTING RU LE 10.14
4.b.3 APPROVE THE ACQUISITION OF SECURITIES AS SPECIFIED Management For
UNDER THE SCHEME BY MR. IAN ROGANVALD MARRICE,
A DIRECTOR OF THE COMPANY, IN ACCORDANCE WITH
ASX LISTING RULE 10.14
4.b.4 APPROVE THE ACQUISITION OF SECURITIES AS SPECIFIED Management For
UNDER THE SCHEME BY MR. IAN TSICALAS, A DIRECTOR
OF THE COMPANY, IN ACCORDANCE WITH ASX LISTING
RULE 10.1 4
4.c.1 APPROVE THE ISSUE BY THE COMPANY TO SELECTED Management For
EXECUTIVES AND EXECUTIVE DIRECTOR S OF RIGHTS
TO ACQUIRE UPTO A MAXIMUM OF 2,000,000 SHARES
UNDER THE SCHEME IN 2005 AS SPECIFIED, IN ACCORDANCE
WITH CLAUSE 4.2(A) OF THE COMPANY S CONSTITUT
ION AND NZX LISTING RULE 7.3.1(A)
4.c.2 APPROVE THE ISSUE OF SECURITIES UNDER THE SCHEME Management For
BY THE COMPANY AS AN EXCEPTIO N TO ASX LISTING
RULE 7.1 AS SPECIFIED, IN ACCORDANCE WITH ASX
LISTING RULE 7. 2 EXCEPTION 9
S.5 APPROVE TO REVOKE THE EXISTING CONSTITUTION OF Management For
THE COMPANY AND THE COMPANY ADO PT A REPLACEMENT
CONSTITUTION IN THE FORM SPECIFIED, IN ACCORDANCE
WITH SECTIO N 32 OF THE COMPANIES ACT 1993
6. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
WOOLWORTHS LTD AGM Meeting Date: 11/26/2004
Issuer: Q98418108 ISIN: AU000000WOW2
SEDOL: 5957327, 6981239
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Management For
THE COMPANY AND THE CONSOLIDATED ENTITY AND THE
DECLARATION BY THE DIRECTORS AND REPORTS OF THE
DIRECTORS AND T HE AUDITORS THEREON FOR THE FINANCIAL
PERIOD ENDED 27 JUN 2004
2.a RE-ELECT PROFESSOR ADRIENNE ELIZABETH CLARKE Management For
AS A DIRECTOR, WHO RETIRES BY ROT ATION IN ACCORDANCE
WITH ARTICLE 10.3 OF THE COMPANY S CONSTITUTION
2.b RE-ELECT MS. DIANE JENNIFER GRADY AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION IN AC CORDANCE WITH ARTICLE
10.3 OF THE COMPANY S CONSTITUTION
2.c RE-ELECT MR. JOHN FREDERICK ASTBURY AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE W ITH ARTICLE 10.10
OF THE COMPANY S CONSTITUTION
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION 3 BY ANY DIRECTOR EXCEPT
ONE WHO IS INELIGIBLE TO PARTICIPATE IN ANY EMPLOYEE
INCE NTIVE SCHEME IN RELATION OF THE COMPANY
AND ANY ASSOCIATE OF ANY DIRECTOR. TH ANK YOU
3. APPROVE: A) THE ESTABLISHMENT OF A PLAN, TO BE Management For
CALLED WOOLWORTHS LONG TERM INC ENTIVE PLAN
PLAN FOR THE PROVISION OF INCENTIVES TO MANAGEMENT
OF WOOLWORTHS LIMITED AND ITS SUBSIDIARIES EMPLOYEES
; B) THE ISSUE OF OPTIONS OR OTHER RI GHTS OVER,
OR INTERESTS IN, ORDINARY FULL PAID SHARES IN
WOOLWORTHS LIMITED S HARES TO EMPLOYEES UNDER
THE PLAN; C) THE ISSUE AND TRANSFER OF SHARES
TO EMP LOYEES UNDER THE PLAN; D) THE GRANT OF
CASH AWARDS TO EMPLOYEES UNDER THE PLAN ; AND
E) THE PROVISION OF BENEFITS TO EMPLOYEES UNDER
THE PLAN, IN ACCORDANCE WITH THE WOOLWORTHS LONG
TERM INCENTIVE PLAN RULES
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION 4 BY ANY DIRECTOR EXCEPT
ONE WHO IS INELIGIBLE TO PARTICIPATE IN ANY EMPLOYEE
INCE NTIVE SCHEME IN RELATION OF THE COMPANY
AND ANY ASSOCIATE OF ANY DIRECTOR. TH ANK YOU
4. APPROVE THE GRANT TO THE GROUP MANAGING DIRECTOR Management For
AND THE CHIEF EXECUTIVE OFFIC ER OF THE COMPANY,
MR. ROGER CAMPBELL CORBETT, OF A MAXIMUM OF TWO
MILLION OPT IONS TO SUBSCRIBE FOR ORDINARY SHARES
TO BE ISSUED IN THE COMPANY, SUCH OPTION S TO
BE GRANTED PURSUANT TO THE WOOLWORTHS EXECUTIVE
OPTION PLAN AND SUBJECT T O THE TERMS AND CONDITIONS
AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
EFG EUROBANK ERGASIAS SA EGM Meeting Date: 11/29/2004
Issuer: X1898P101 ISIN: GRS323013003 BLOCKING
SEDOL: 5654316, 5674626
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE INTERIM DIVIDEND PAYMENT FOR THE Management
FY 2004
2. APPROVE THE STOCK OPTION TO THE BANKS PERSONNEL Management
ACCORDING TO THE ARTICLES 16 P ARAGRAPH 2 OF
C.L. 2190/1920 AND 1 OF P.D. 30/1988, THE SHARES
DERIVE FROM THE BANK S SHARE CAPITAL INCREASE
BY CAPITALIZATION OF A PART OF THE BANKS RESERV
ES UNTIL 31 DEC 2002 RELEVANT MODIFICATION TO
ARTICLE 5 OF THE BAA
3. APPROVE THE MODIFICATION TO THE DECISION MADE Management
BY THE SHAREHOLDERS EGM ON 05 AP R 2004 REGARDING
THE BANKS STOCK OPTION PROGRAMME, ACCORDING TO
THE PROVISIONS OF ARTICLE 13 PARAGRAPH 9 OF COD.LAW
2190/1920, AS CURRENTLY IN FORCE
4. APPROVE THE PUBLICATION OF THE SHAREHOLDERS LIST Management
FROM WHICH THE BANK PURCHASED OWN SHARES, ACCORDING
TO ARTICLE 16 PARAGRAPH 5 OF C.L. 2190/1920
* PLEASE NOTE THAT THE MEETING HELD ON 15 NOV 2004 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 29
NOV 2004. PLEAS E ALSO NOTE THE NEW CUTOFF DATE
17 NOV 2004 . IF YOU HAVE ALREADY SENT YOUR
V OTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORI GINAL INSTRUCTIONS.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
NEXT PLC EGM Meeting Date: 11/29/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
TABCORP HLDGS LTD AGM Meeting Date: 11/29/2004
Issuer: Q8815D101 ISIN: AU000000TAH8
SEDOL: 5697678, 6873262
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal
AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR
IN RESPECT OF THE YE 30 JUN 2004
2.a RE-ELECT MR. M.B. ROBINSON AS A DIRECTOR IN ACCORDANCE Management For
WITH THE COMPANY S CONS TITUTION
2.b RE-ELECT MR. P.G. SATRE AS A DIRECTOR IN ACCORDANCE Management For
WITH THE COMPANY S CONSTIT UTION
3.a ELECT MR. J.D. STORY AS A DIRECTOR IN ACCORDANCE Management For
WITH THE COMPANY S CONSTITUTI ON
3.b ELECT MR. L.J. WILLETT AS A DIRECTOR IN ACCORDANCE Management For
WITH THE COMPANY S CONSTITU TION
S.4 APPROVE, SUBJECT TO RECEIVE ANY NECESSARY WRITTEN Management For
OF THE NEW SOUTH WALES CASIN O CONTROL AUTHORITY
AND THE MINISTER RESPONSIBLE FOR THE ADMINISTRATION
OF THE QUEENSLAND CASINO CONTROL ACT 1982 QLD
AND WITH EFFECT FROM THE LATER OF TH E PASSING
OF THIS RESOLUTION AS SPECIFIED, AND FOR THE
PURPOSE OF THE IDENTIFI CATION BE ADOPTED AS
THE CONSTITUTION OF THE COMPANY IN SUBSTITUTION
FOR AND T O THE EXCLUSION OF THE EXISTING CONSTITUTION
OF THE COMPANY
S.5 APPROVE, IN ACCORDANCE WITH SECTION 260B(2) OF Management For
THE CORPORATION ACT 2001 CTH , FOR THE FINANCIAL
ASSISTANCE TO BE PROVIDED BY THE TAB LIMITED
AND ITS SUBSID IARIES EACH A SUBSIDIARY OF THE
TABCORP HOLDINGS LIMITED TO TABCORP INVESTME
NTS NO.4 PTY LTD IN CONNECTION WITH THE ACQUISITION
BY THE TABCORP INVESTMENTS NO.4 PTY LTD OF ALL
THE ORDINARY SHARES IN THE CAPITAL OF THE TAB
LIMITED AS SPECIFIED
S.6 APPROVE, IN ACCORDANCE WITH SECTION 260B(2) OF Management For
THE CORPORATION ACT 2001 CTH , FOR THE FINANCIAL
ASSISTANCE TO BE PROVIDED BY THE JUPITERS LIMITED
AND ITS S UBSIDIARIES EACH A SUBSIDIARY OF THE
TABCORP HOLDINGS LIMITED TO TABCORP INV ESTMENTS
NO.2 PTY LTD IN CONNECTION WITH THE ACQUISITION
BY THE TABCORP INVEST MENTS NO.2 PTY LTD OF ALL
THE ORDINARY SHARES IN THE CAPITAL OF THE JUPITERS
L IMITED AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
MACQUARIE INFRASTRUCTURE GROUP AGM Meeting Date: 11/30/2004
Issuer: Q5701N102 ISIN: AU000000MIG8
SEDOL: 6456942
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For
AUDITORS THEREON FOR THE YE 30 J UN 2004
O.2 RE-ELECT MR. JOHN POULTER AS A DIRECTOR OF THE Management For
COMPANY PURSUANT TO ARTICLE 115 AND 116 OF THE
COMPANY S ARTICLES OF ASSOCIATION, WHO RETIRES
BY ROTATION
O.3 RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY TO BE AGR EED WITH THE
DIRECTORS
O.4 APPROVE, PURSUANT TO ARTICLE OF ASSOCIATION OF Management For
THE COMPANY; A) A UNIT IN MIT(I ) AND A UNIT
IN MIT(II) NO LONGER BE STAPLED TO ORDINARY SHARES
OR INTERESTS I N SHARES IN THE COMPANY; AND B)
THE SHARES OR INTERESTS IN SHARES IN THE COMPA
NY NOT BE STAPLED TO UNITS IN MIT(I) AND UNITS
IN MIT(II), AS REQUIRED BY THE TERMS OF THE SCHEME
AS SPECIFIED
S.5 APPROVE: A) THE SCHEME OF ARRANGEMENT DATED 28 Management For
OCT 2004 PROPOSED TO BE MADE BE TWEEN THE COMPANY
AND THE HOLDERS OF SCHEME SHARES AS SPECIFIED;
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
TAKE ALL SUCH ACTION AS DEEM NECESSARY OR APP
ROPRIATE FOR CARRYING THE SCHEME INTO EFFECT;
B) APPROVE FOR THE PURPOSE OF GI VING EFFECT
TO THE SCHEME IN ITS ORIGINAL FORM OR WITH OR
SUBJECT TO ANY MODIF ICATION, ADDITION OR CONDITION
APPROVED OR IMPOSED BY THE COURT; 1) THE CAPITA
L OF THE COMPANY BE REDUCED BY CANCELING AND
EXTINGUISHING ALL THE SCHEME SHAR ES; AND 2)
SUBJECT TO AND FORTHWITH UPON THE SAID REDUCTION
OF CAPITAL BECOMIN G EFFECTIVE AND NOTWITHSTANDING
ANY OTHER PROVISION IN THE COMPANY S ARTICLES
OF ASSOCIATION; I) THE CAPITAL OF THE COMPANY
BE INCREASED TO ITS FORMER AMOUN T BY THE CREATION
OF SUCH NUMBER OF ORDINARY SHARES OF 15 PENCE
EACH AS SHALL BE EQUAL TO THE NUMBER OF SCHEME
SHARES CANCELLED PURSUANT TO POINT A ; II) TH
E RESERVE ARISING IN THE BOOKS OF THE COMPANY
AS A RESULT OF THE SAID REDUCTIO N OF CAPITAL
BE CAPITALIZED AND APPLIED IN PAYING UP IN FULL
AT PAR THE ORDIN ARY SHARES, SUCH ORDINARY SHARES
TO ALLOTTED AND ISSUED CREDITED AS FULLY PAID
TO MACQUARIE INFRASTRUCTURE BERMUDA LIMITED;
AND III) THE DIRECTORS OF THE CO MPANY BE GENERALLY
AND UNCONDITIONALLY AUTHORIZED FOR THE PURPOSES
OF SECTION 80 OF THE COMPANIES ACT 1985 TO ALLOT
THE ORDINARY SHARES PROVIDED THAT; 1) TH E MAXIMUM
AGGREGATE NOMINAL AMOUNT OF ORDINARY SHARES WHILCH
MAY BE ALLOTTED H EREUNDER IS AUD 289,858,633;
2) THIS AUTHORITY SHALL EXPIRE ON 31 JAN 2005;
AN D 3) THIS AUTHORITY SHALL BE IN ADDITION AND
WITHOUT PREJUDICE TO ANY OTHER AU THORITY UNDER
THE SAID SECTION 80 PREVIOUSLY GRANTED AND IN
FORCE O9N THE DATE ON WHICH THIS RESOLUTION IS
PASSED; 3) AMEND THE ARTICLES OF ASSOCIATION
OF T HE COMPANY BY THE ADOPTION INCLUDING A NEW
ARTICLE 168
S.6 APPROVE: A) THE AMOUNT STANDING TO THE CREDIT Management For
OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY TO
AND THE SAME IS HEREBY REDUCED BY THE SUM OF
AUD 340 MILLION; A ND B) THE SUM ARISING FROM
THE CANCELLATION REFERRED TO IN PARAGRAPH A
OF THI S RESOLUTION BE PAID TO THE REGISTERED
HOLDERS OF THE ORDINARY SHARES OF 15P E ACH IN
THE COMPANY ON THE DATE OF THE SAID REDUCTION
TAKING EFFECT
O.7 APPROVE THAT EACH OF THE UNISSUED ORDINARY SHARES Management For
OF 10 PENCE EACH IN THE PRES ENT CAPITAL OF THE
COMPANY BE CONVERTED INTO ONE DEFERRED SHARE
OF 10 PENCE EA CH THE DEFERRED SHARES TO CONFER
ON THE HOLDERS THE RIGHTS AND RESTRICTIONS EX
PRESSED TO BE ATTACHED TO THEM BY ARTICLE 27A
OF THE ARTICLES OF ASSOCIATION O F THE COMPANY
AS SPECIFIED
S.8 AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management For
BY THE ADOPTION INCLUDING A NE W ARTICLE 27A
AFTER EXISTING ARTICLE 27
- ------------------------------------------------------------------------------------------------------------------------------------
MACQUARIE INFRASTRUCTURE GROUP SCH Meeting Date: 11/30/2004
Issuer: Q5701N102 ISIN: AU000000MIG8
SEDOL: 6456942
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT Management For
- ------------------------------------------------------------------------------------------------------------------------------------
MACQUARIE INFRASTRUCTURE GROUP OGM Meeting Date: 11/30/2004
Issuer: Q5701N102 ISIN: AU000000MIG8
SEDOL: 6456942
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For
BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST
(I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS
AS THIS RESOLUTIO N, THE CONSTITUTION OF THE
MACQUARIE INFRASTRUCTURE TRUST (II): A) BY DELETING
THE WORDS SPECIFIED FROM CLAUSE 19.1(G) AND REPLACING
THEM WITH NEW WORDS; AN D B) BY DELETING CLAUSE
27B.2 AND INSERTING IT WITH A NEW ONE
S.2 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For
BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST
(I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS
AS THIS RESOLUTIO N, THE CONSTITUTION OF THE
MACQUARIE INFRASTRUCTURE TRUST (II) A) BY DELETING
THE WORDS SPECIFIED FROM 3.6(A) AND INSERTING
NEW ONES AND REPLACING THE WORDS CORPORATIONS
LAW EACH TIME IT APPEARS IN THE CONSTITUTION
WITH THE WORDS CORP ORATIONS ACT 2001 (CTH)
3. APPROVE THE PROPOSED DETERMINATION OF MACQUARIE Management For
INFRASTRUCTURE INVESTMENT MAN AGEMENT LIMITED
AS MANAGER OF THE MACQUARIE INFRASTRUCTURE TRUST
(II) THAT SHA RE STAPLING IN RESPECT OF SHARES
OR INTERESTS IN SHARES OF MACQUARIE EUROPEAN
INFRASTRUCTURE PLC WILL CEASE TO APPLY AND THAT
SHARE STAPLING IN RESPECT OF S HARES OR INTERESTS
IN SHARES IN MIBL WILL COMMENCE AS REQUIRED BY
THE TERMS OF NEW STAPLING DEED AS DEFINED IN
PART 9 OF THE CIRCULAR TO STAPLED SECURITY H
OLDERS DATED 28 OCT 2004
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
MACQUARIE INFRASTRUCTURE GROUP OGM Meeting Date: 11/30/2004
Issuer: Q5701N102 ISIN: AU000000MIG8
SEDOL: 6456942
- ------------------------------------------------------------------------------------------------------------------------------------
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
208714 DUE TO CHANGE IN ADDIT IONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGAR DED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THE BELOW THREE RESOLUTION PERTAINS Non-Voting Non-Vote Proposal
TO MACQUARIE INFRASTRUCTU RE TRUST (I)
S.1 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For
BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST
(I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS
AS THIS RESOLUTIO N, THE CONSTITUTION OF THE
MACQUARIE INFRASTRUCTURE TRUST (II): A) BY DELETING
THE WORDS SPECIFIED FROM CLAUSE 19.1(G) AND REPLACING
THEM WITH NEW WORDS; AN D B) BY DELETING CLAUSE
27B.2 AND INSERTING IT WITH A NEW ONE
S.2 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For
BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST
(I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS
AS THIS RESOLUTIO N, THE CONSTITUTION OF THE
MACQUARIE INFRASTRUCTURE TRUST (II) A) BY DELETING
THE WORDS SPECIFIED FROM 3.6(A) AND INSERTING
NEW ONES AND REPLACING THE WORDS CORPORATIONS
LAW EACH TIME IT APPEARS IN THE CONSTITUTION
WITH THE WORDS CORP ORATIONS ACT 2001 (CTH)
3. APPROVE THE PROPOSED DETERMINATION OF MACQUARIE Management For
INFRASTRUCTURE INVESTMENT MAN AGEMENT LIMITED
AS MANAGER OF THE MACQUARIE INFRASTRUCTURE TRUST
(II) THAT SHA RE STAPLING IN RESPECT OF SHARES
OR INTERESTS IN SHARES OF MACQUARIE EUROPEAN
INFRASTRUCTURE PLC WILL CEASE TO APPLY AND THAT
SHARE STAPLING IN RESPECT OF S HARES OR INTERESTS
IN SHARES IN MIBL WILL COMMENCE AS REQUIRED BY
THE TERMS OF NEW STAPLING DEED AS DEFINED IN
PART 9 OF THE CIRCULAR TO STAPLED SECURITY H
OLDERS DATED 28 OCT 2004
* PLEASE NOTE THAT THE BELOW THREE RESOLUTION PERTAINS Non-Voting Non-Vote Proposal
TO MACQUARIE INFRASTRUCTU RE TRUST (II)
S.1 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For
BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST
(II) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS
AS THIS RESOLUTI ON, THE CONSTITUTION OF THE
MACQUARIE INFRASTRUCTURE TRUST (I): A) BY DELETING
THE WORDS SPECIFIED FROM CLAUSE 19.1(G) AND REPLACING
THEM WITH NEW WORDS; AN D B) BY DELETING CLAUSE
27B.2 AND INSERTING IT WITH A NEW ONE
S.2 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For
BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST
(II) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS
AS THIS RESOLUTI ON, THE CONSTITUTION OF THE
MACQUARIE INFRASTRUCTURE TRUST (I) A) BY DELETING
THE WORDS SPECIFIED FROM 3.6(A) AND INSERTING
NEW ONES AND REPLACING THE WORDS CORPORATIONS
LAW EACH TIME IT APPEARS IN THE CONSTITUTION
WITH THE WORDS CORP ORATIONS ACT 2001 (CTH)
3. APPROVE THE PROPOSED DETERMINATION OF MACQUARIE Management For
INFRASTRUCTURE INVESTMENT MAN AGEMENT LIMITED
AS MANAGER OF THE MACQUARIE INFRASTRUCTURE TRUST
(II) THAT SHA RE STAPLING IN RESPECT OF SHARES
OR INTERESTS IN SHARES OF MACQUARIE EUROPEAN
INFRASTRUCTURE PLC WILL CEASE TO APPLY AND THAT
SHARE STAPLING IN RESPECT OF S HARES OR INTERESTS
IN SHARES IN MIBL WILL COMMENCE AS REQUIRED BY
THE TERMS OF NEW STAPLING DEED AS DEFINED IN
PART 9 OF THE CIRCULAR TO STAPLED SECURITY H
OLDERS DATED 28 OCT 2004
- ------------------------------------------------------------------------------------------------------------------------------------
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA OGM Meeting Date: 12/02/2004
Issuer: T1188A116 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
- ------------------------------------------------------------------------------------------------------------------------------------
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
03 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 TO BUY OWN SHARES TO BE FREE ASSIGNED Management
TO BANK S EMPLOYEE STOCK GRANTIN G ; RESOLUTIONS
RELATED THERE TO
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE PRESS HOLDINGS LTD AGM Meeting Date: 12/06/2004
Issuer: Y7990F106 ISIN: SG1P66918738
SEDOL: B012899, B037803
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND AUDITED Management For
ACCOUNTS FOR THE FYE 31 AU G 2004
2. DECLARE A FINAL DIVIDEND OF 10 CENTS, AND A SPECIAL Management For
DIVIDEND OF 11.25 CENTS, P ER SGD 0.20 SHARE
LESS INCOME TAX IN RESPECT OF THE FYE 31 AUG 2004
3.i RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For
COMPANIES ACT, CHAPTER 50, MR. L IM CHIN BENG
AS A DIRECTOR OF THE COMPANY UNTIL THE CONCLUSION
NEXT AGM OF THE COMPANY
3.ii RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For
COMPANIES ACT, CHAPTER 50, MR. L EE EK TIENG
AS A DIRECTOR OF THE COMPANY UNTIL THE CONCLUSION
NEXT AGM OF THE COMPANY
4.i RE-ELECT MR. CHEONG CHOONG KONG AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S
ARTICLES OF ASSOCIATION
4.ii RE-ELECT MR. YEO NING HONG AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE C OMPANY S ARTICLES
OF ASSOCIATION
4.iii RE-ELECT MR. CHAM TAO SOON AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE C OMPANY S ARTICLES
OF ASSOCIATION
4.iv RE-ELECT MR. WILLIE CHENG JUE HIANG AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE W ITH THE COMPANY S
ARTICLES OF ASSOCIATION
5. APPROVE THE DIRECTORS FEES OF SGD 787,500 Management For
6. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
7. TRANSACT ANY OTHER BUSINESS Other Against
8.i AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 161 OF THE COMPANI ES ACT, CHAPTER
50 AND THE LISTING RULES OF THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED THE SGX-ST AND SUBJECT
TO THE PROVISIONS OF THE NEWSPAPER AN D PRINTING
PRESSES ACT, CHAPTER 206, TO ISSUE SHARES IN
THE CAPITAL OF THE COM PANY SHARES BY WAY OF
RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GRANT
OFFERS , AGREEMENTS OR OPTIONS COLLECTIVELY,
INSTRUMENTS THAT MIGHT OR WOULD REQUIR E SHARES
TO BE ISSUED INCLUDING BUT NOT LIMITED TO THE
CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS
TO WARRANTS, DEBENTURES OR OTHER INSTRUMENTS
CONVERTIB LE INTO SHARES, AT ANY TIME AND UPON
SUCH TERMS AND CONDITIONS AND FOR SUCH PU RPOSES
AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR
ABSOLUTE DISCRETION D EEM FIT, AND ISSUE SHARES
IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED
BY TH E DIRECTORS WHILE THIS RESOLUTION WAS IN
FORCE, PROVIDED THAT: I) THE AGGREGAT E NUMBER
OF SHARES TO BE ISSUED SHALL NOT EXCEED 50% OF
THE ISSUED SHARE CAPIT AL OF THE COMPANY, OF
WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
OTHER THAN ON A PRO-RATA BASIS TO THE SHAREHOLDERS
OF THE COMPANY DOES NOT EXCEED 20 % OF THE ISSUED
SHARE CAPITAL OF THE COMPANY; AND II) SUBJECT
TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED
BY SGX-ST THE PERCENTAGE OF ISSUED SHARE CAPITAL
SHALL BE BASED ON THE COMPANY S ISSUED SHARE
CAPITAL AT THE TIME OF PA SSING OF THIS RESOLUTION
AFTER ADJUSTING FOR NEW SHARES ARISING FROM THE
CONVE RSION OF CONVERTIBLE SECURITIES OR SHARE
OPTIONS OR VESTING OF SHARE AWARDS WH ICH ARE
OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION
IS PASSED AND AN Y SUBSEQUENT CONSOLIDATION OR
SUBDIVISION OF SHARES; AND IN EXERCISING THE
AUT HORITY CONFERRED BY THIS RESOLUTION, THE
COMPANY SHALL COMPLY WITH THE PROVISI ONS OF
THE LISTING MANUAL OF THE SGX-ST FOR THE TIME
BEING IN FORCE AND THE AR TICLES OF ASSOCIATION
FOR THE TIME BEING OF THE COMPANY; AUTHORITY
EXPIRES TH E EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT
AGM OF THE COMPANY AS REQUIRED BY LAW
8.ii AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
IN ACCORDANCE WITH THE PROV ISIONS OF THE SINGAPORE
PRESS HOLDINGS GROUP (1999) SHARE OPTION SCHEME
THE 1 999 SCHEME AND TO ALLOT AND ISSUE SUCH
SHARES AS MAY BE ISSUED PURSUANT TO TH E EXERCISE
OF OPTIONS UNDER THE 1999 SCHEME, PROVIDED ALWAYS
THAT THE AGGREGAT E NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THE 1999 SCHEME SHALL NOT EXCEED
1 2% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FOR THE TIME TO TIME
8.iii AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For
PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES
ACT, CHAPTER 50, TO PURCHASE OR OTHERWISE ACQUIRE
ISSUED O RDINARY SHARES OF SGD 0.20 EACH FULLY
PAID IN THE CAPITAL OF THE COMPANY ORDI NARY
SHARES , THROUGH MARKET PURCHASES ON THE SGX-ST
TRANSACTED THROUGH THE CE NTRAL LIMIT ORDER BOOK
TRADING SYSTEM, AND/OR OFF-MARKET PURCHASES IN
ACCORDAN CE WITH ANY EQUAL ACCESS SCHEME(S),
AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS
AND REGULATIONS AND RULES OF THE SGX-ST AS MAY
FOR THE TIME BEING BE APP LICABLE, NOT EXCEEDING
IN AGGREGATE THE PRESCRIBED LIMIT AT SUCH PRICE
OR PRIC ES AS MAY BE DETERMINED BY THE DIRECTORS
FROM TIME AND TIME UP TO 105% OF THE AVERAGE
CLOSING PRICE OF THE SHARES ON THE SGX-ST ON
THE PREVIOUS 5 TRADING DA YS, AND AUTHORIZE THE
DIRECTORS AND/OR ANY OF THEM TO DO ALL SUCH ACTS
AND THI NGS INCLUDING EXECUTING SUCH DOCUMENTS
AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER
EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE
TRANSACTIONS CONTEMP LATED AND/OR AUTHORIZED
BY THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OF THE COMPANY OR THE DATE OF
THE NEXT AGM OF THE COMPANY AS REQU IRED BY THE
LAW
- ------------------------------------------------------------------------------------------------------------------------------------
ABN AMRO HOLDING NV OGM Meeting Date: 12/07/2004
Issuer: N0030P459 ISIN: NL0000301109 BLOCKING
SEDOL: 0276920, 5250769, 5250770, 5250781, 5250792, 5254589, 6004114
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. RECEIVE THE REPORT OF THE BOARD OF MANAGEMENT Management
FOR THE FY 2003/2004
3. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management
AND PROFIT APPROPRIATION
4. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
5. ANY OTHER BUSINESS Other
6. CLOSURE Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
NEW WORLD DEVELOPMENT CO LTD AGM Meeting Date: 12/07/2004
Issuer: Y63084126 ISIN: HK0017000149
SEDOL: 5559057, 6633756, 6633767
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE AUDITED STATEMENT OF ACCOUNTS Management Against
AND THE REPORT OF THE DIRE CTORS AND THE AUDITORS
FOR THE YE 30 JUN 2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
4. RE-APPOINT THE JOINT AUDITORS AND AUTHORIZE THE Management For
DIRECTORS TO FIX THEIR REMUNER ATION
5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
SHARES OF HKD 1.00 EACH I N THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES OF THE C OMPANY
HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY
THE SECURITIES AND FUTURES COMMISSION UNDER THE
HONG KONG CODE ON SHARE REPURCHASES FOR SUCH
PURPOSES, S UBJECT TO AND IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH
PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION
DETERMINE IN ACCORDANCE WITH AL L APPLICABLE
LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE
EARL IER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD
BY LAW
6. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
57B OF THE COMPANIES ORDINANCE, T O ALLOT, ISSUE
AND DEAL WITH ADDITIONAL SHARES OF HKD 1.00 EACH
IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT
OFFERS, AGREEMENTS AND OPTIONS INCLUDING BO
NDS, WARRANTS AND DEBENTURES CONVERTIBLE INTO
SHARES OF THE COMPANY DURING AN D AFTER THE
RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY, OTHERWISE THAN PURSUANT TO I) A
R IGHTS ISSUE; OR II) AN ISSUE OF SHARES AS SCRIP
DIVIDENDS PURSUANT TO THE ARTI CLES OF THE ASSOCIATION
OF THE COMPANY FROM TIME TO TIME; OR III) AN
ISSUE OF SHARES UNDER ANY OPTION SCHEME OR SIMILAR
ARRANGEMENT FOR THE TIME BEING ADOPT ED FOR THE
GRANT OR ISSUE TO THE EMPLOYEES OF THE COMPANY
AND/OR ANY OF ITS SU BSIDIARIES OF SHARES OR
RIGHTS TO ACQUIRE SHARES OF THE COMPANY; OR IV)
AN ISS UE OF SHARES UPON CONVERSION BY THE BONDHOLDERS
OF THEIR BONDS INTO SHARES OF THE COMPANY IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF AN
ISSUE OF CONVERT IBLE GUARANTEED BONDS BY A SPECIAL
PURPOSE SUBSIDIARY WHOLLY OWNED BY THE COMP ANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE C OMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
7. APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management For
5 AND 6, TO EXTEND THE GENERAL MANDATE GRANTED
TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH
THE SHARES PURS UANT TO RESOLUTION 6, BY AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT O F
THE SHARE CAPITAL REPURCHASED PURSUANT TO RESOLUTION
5, PROVIDED THAT SUCH A MOUNT DOES NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING
THIS RESOLUTION
S.8 AMEND ARTICLE 2, 6, 16, 20, 27, 37, 40, 43, 44, Management For
70, 71, 74, 77, 84, 91(B), 95, 101(A), 102(H),
102(I), 102(J), 102(K), 102(L), 107, 109, 161,
172, 183(A) AN D 184 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
UNIBAIL HOLDING OGM Meeting Date: 12/07/2004
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
- ------------------------------------------------------------------------------------------------------------------------------------
CENTRO PROPERTIES GROUP OGM Meeting Date: 12/08/2004
Issuer: Q2226X103 ISIN: AU000000CNP0
SEDOL: 6037745, B038130
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 RATIFY, FOR THE PURPOSES OF THE ASX LISTING RULES Management For
7.1 AND 7.4 AND THE CONSTITU TIONS OF THE COMPANY
AND OF THE TRUST AND THE CORPORATIONS ACT 2001,
THE ISSUE OF 43,103,450 STAPLED SECURITIES AT
AUD 4.64 PER STAPLED SECURITY ON 21 OCT 2 004
* PLEASE NOTE THAT ANY VOTES CAST BY THE PERSONS Non-Voting Non-Vote Proposal
WHO PARTICIPATED IN THE ABOVE I SSUE OF THE SHARES
AND ANY ASSOCIATES OF THEM ON THE ABOVE RESOLUTION
WILL BE DISREGARDED. THANK YOU.
* PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
INTRACOM SA OGM Meeting Date: 12/09/2004
Issuer: X3967R125 ISIN: GRS087103008 BLOCKING
SEDOL: 5482023, 5541173
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY S SHARE CAPITAL DECREASE Management
WITH SHARE PAR VALUE DECREASE, IN ORDER TO DISTRIBUTE
EQUALLY TO THE SHAREHOLDERS A RETURN OF CAPITAL
IN CASH; CORRESPONDING AMENDMENT OF ARTICLE 5
OF THE COMPANY S STATUTE, REGARDING THE S HARE
CAPITAL; GRANTING OF THE NECESSARY AUTHORIZATIONS
TO THE COMPANY S BOARD OF DIRECTORS REGARDING
THE RETURN OF CAPITAL IN CASH TO THE SHAREHOLDERS,
AS D ERIVED FROM THE SHARE CAPITAL DECREASE,
ITS EX DATE, AS WELL AS THE PAYMENT DA TE OF
THE CAPITAL RETURN
2. APPROVE THE EXPANSION OF THE COMPANY S ACTIVITIES Management
AND CORRESPONDING AMENDMENT OF ARTICLE 3 OF THE
COMPANY STATUTE, REGARDING THE OBJECTIVE
* PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
CORIO NV EGM Meeting Date: 12/10/2004
Issuer: N2273C104 ISIN: NL0000288967 BLOCKING
SEDOL: 4925110, 4929286
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management
BOARD
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management
4. APPROVE THE REMUNERATION POLICY MEMBERS MANAGEMENT Management
BOARD INCLUDED ASSIGNMENT SUPERVISORY BOARD
AS REPRESENTATIVE OF THE COMPANY
5. AMEND THE ARTICLES OF ASSOCIATION INCLUDED AUTHORIZATION Management
FOR PASS BY THE DOCU MENT
6.a RE-APPOINT MR. B. VOS AS A MEMBER OF THE SUPERVISORY Management
BOARD
6.b RE-APPOINT MR. W. BORGDORFF AS A MEMBER OF THE Management
SUPERVISORY BOARD
6.c APPOINT MR. J.D. DOETS AS A MEMBER OF THE SUPERVISORY Management
BOARD
6.d APPOINT MR. D.C. DOIJER AS A MEMBER OF THE SUPERVISORY Management
BOARD
7. QUESTIONS Management
8. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, LONDON EGM Meeting Date: 12/10/2004
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.
- ------------------------------------------------------------------------------------------------------------------------------------
AUTOSTRADE SPA, ROMA OGM Meeting Date: 12/14/2004
Issuer: T0708B109 ISIN: IT0003506190 BLOCKING
SEDOL: 7667163, B06LKR3
- ------------------------------------------------------------------------------------------------------------------------------------
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. APPOINT A DIRECTOR Management
2. APPROVE TO INCREASE INTERNAL AUDITORS NUMBER Management
- ------------------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG INFRASTRUCTURE HOLDINGS LTD SGM Meeting Date: 12/14/2004
Issuer: G2098R102 ISIN: BMG2098R1025
SEDOL: 5558991, 6212553, B02TC75
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
i. APPROVE THE BLACKWATER ACQUISITION AS SPECIFIED, Management For
CIRCU1AR ON THE TERMS AND S UBJECT TO THE CONDITIONS
OF THE BLACKWATER ACQUISITION AGREEMENT AND THE
GAS N ETWORK SHAREHOLDERS AGREEMENT; AND AUTHORIZE
THE ANY ONE EXECUTIVE DIRECTOR OF THE COMPANY
TO EXECUTE ALL AND DOCUMENTS AND IF NECESSARY
APPLY THE COMMON SE AL OF THE COMPANY THERETO
AND DO ALL SUCH ACTS MATTERS AND THINGS AS HE/SHE
MA Y IN HIS/HER DISCRETION CONSIDER NECESSARY
OR DESIRABLE ON BEHALF OF THE COMPA NY FOR THE
PURPOSE OF IMPLEMENTING, AND OTHERWISE IN CONNECTION
WITH, THE BLAC KWATER ACQUISITION OR THE IMPLEMENTATION,
EXERCISE OR ENFORCEMENT OF ANY OF RI GHTS, AND
PERFORMANCE OF ANY OF THE OBLIGATIONS, UNDER
THE BLACKWATER ACQUISIT ION AGREEMENT AND/OR
THE GAS NETWORK SHAREHOLDERS AGREEMENT INCLUDING,
(I) EXE RCISING, OR PROCURING THE EXERCISE OF,
THE OPTION TO REQUIRE TRANSCO TO SELL T O GAS
NETWORK THE BLACKWATER SHARES IN ACCORDANCE WITH
THE BLACKWATER ACQUISIT ION AGREEMENT AND DOING
ALL SUCH ACTS AND EXECUTING ALL SUCH DOCUMENTS
AS MAY BE NECESSARY IN CONNECTION THEREWITH;
AND (II) AGREEING ANY MODIFICATIONS, AME NDMENTS,
WAIVERS, VARIATIONS OR EXTENSIONS OF THE BLACKWATER
ACQUISITION AGREE MENT AND/OR THE GAS NETWORK
SHAREHOLDERS AGREEMENT AS THE DIRECTOR MAY DEEM
FI T
ii. APPROVE, SUBJECT TO THE APPROVAL OF THE HEH INDEPENDENT Management For
SHAREHOLDERS AT THE HE H EGM AS SPECIFIED, CIRCU1AR
OF THE ALPHA DISPOSAL AGREEMENT, THE ALPHA DISP
OSAL ON THE TERMS AND SUBJECT TO THE CONDITIONS
OF THE ALPHA DISPOSAL AGREEMEN T, AS SPECIFIED;
AND AUTHORIZE ANY ONE EXECUTIVE DIRECTOR OF THE
COMPANY TO EX ECUTE ALL SUCH DOCUMENTS AND IF
NECESSARY APPLY THE COMMON SEAL OF THE COMPANY
THERETO AND DO ALL SUCH ACTS, MATTERS AND THINGS
AS HE/SHE MAY IN HIS/HER DIS CRETION CONSIDER
NECESSARY OR DESIRABLE ON BEHALF OF THE COMPANY
FOR THE PURPO SE OF IMPLEMENTING AND OTHERWISE
IN CONNECTION WITH, THE ALPHA DISPOSAL OR THE
IMPLEMENTATION, EXERCISE OR ENFORCEMENT OF ANY
OF THE RIGHTS, AND PERFORMANCE OF ANY OF THE
OBLIGATIONS, UNDER THE ALPHA DISPOSAL AGREEMENT
INCLUDING AGREE ING ANY MODIFICATIONS, AMENDMENTS,
WAIVERS, VARIATIONS OR EXTENSIONS OF THE AL PHA
DISPOSAL AGREEMENT AS SUCH DIRECTOR MAY DEEM FIT
iii. APPROVE THE 9.9% DISPOSAL ON THE TERMS AND SUBJECT Management For
TO THE CONDITIONS OF THE 9. 9% DISPOSAL AGREEMENT
AS SPECIFIED; AND AUTHORIZE ANY ONE EXECUTIVE
DIRECTOR O F THE COMPANY TO EXECUTE ALL SUCH
DOCUMENTS AND IF NECESSARY APPLY THE COMMON SEAL
OF THE COMPANY THERETO AND DO ALL SUCH ACTS MATTERS
AND THINGS AS HE/SHE MAY IN HIS/HER DISCRETION
CONSIDER NECESSARY OR DESIRABLE ON BEHALF OF
THE COM PANY FOR THE PURPOSE OF IMPLEMENTING,
AND OTHERWISE IN CONNECTION WITH, THE 99 % DISPOSAL
OR THE IMPLEMENTATION EXERCISE OR ENFORCEMENT
OF ANY OF THE RIGHTS, AND PERFORMANCE OF ANY
OF THE OBLIGATIONS, UNDER THE 99% DISPOSAL AGREEMENT
I NCLUDING AGREEING ANY MODIFICATIONS, AMENDMENTS,
WAIVERS, VARIATIONS OR EXTENS IONS OF THE 9.9%DISPOSAL
AGREEMENT AS SUCH DIRECTOR MAY DEEM FIT
- ------------------------------------------------------------------------------------------------------------------------------------
HONGKONG ELECTRIC HOLDINGS LTD EGM Meeting Date: 12/14/2004
Issuer: Y33549117 ISIN: HK0006000050
SEDOL: 5559121, 6435327
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ACQUISITION OF THE ENTIRE ISSUED Management For
SHARE CAPITAL OF THE ALPHA CENTRA L PROFITS LIMITED
ALPHA ACQUISITION ON THE TERMS AND CONDITIONS
OF THE AGREE MENT BETWEEN THE COMPANY AND CHEUNG
KONG INFRASTRUCTURE HOLDINGS LIMITED ALPH A
ACQUISITION AGREEMENT AS SPECIFIED, AND THE
COMPANY ENTERING INTO CERTAIN A SSOCIATED TRANSACTIONS
ANCILLARY TRANSACTIONS AS SPECIFIED AND THE
IMPLEMENT ATION, EXERCISE OR ENFORCEMENT OF ANY
RIGHTS AND PERFORMANCE OF ANY OF THE OBL IGATIONS
UNDER THE ALPHA ACQUISITION AGREEMENT AND/OR
ANCILLARY TRANSACTIONS I NCLUDING ENTERING INTO
AND/OR PERFORMING ANY AGREEMENT, UNDERTAKING
OR OTHER O BLIGATION ASSOCIATED WITH THEM; AND
AUTHORIZE ANY TWO EXECUTIVE DIRECTORS TO E XECUTE
ALL SUCH DOCUMENTS AND DEEDS AND TO DO ALL SUCH
ACTS, MATTERS AND THING S AS THEY MAY IN THEIR
DISCRETION CONSIDER NECESSARY OR DESIRABLE ON
BEHALF OF THE COMPANY FOR THE PURPOSE OF IMPLEMENTING
AND OTHERWISE IN CONNECTION WITH THE ALPHA ACQUISITION
AND THE ANCILLARY TRANSACTIONS OR THE IMPLEMENTATION,
EX ERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS
AND PERFORMANCE OF ANY OF THE OBLIG ATIONS, UNDER
THE ALPHA ACQUISITION AGREEMENT AND/OR ANY DEED,
DOCUMENT, UNDER TAKING OR OBLIGATION ENTERED
INTO OR ASSOCIATED WITH THE ALPHA ACQUISITION
AND /OR THE ANCILLARY TRANSACTIONS INCLUDING
AGREEING ANY MODIFICATIONS, AMENDMENT S, WAIVERS,
VARIATIONS OR EXTENSIONS OF THE ALPHA ACQUISITION
AGREEMENT AND/OR ANY DEED, DOCUMENT, UNDERTAKING
OR OBLIGATION ENTERED INTO OR ASSOCIATED WITH
THE ALPHA ACQUISITION AND/OR THE ANCILLARY TRANSACTIONS,
AS THE DIRECTORS MAY DEEM FIT
- ------------------------------------------------------------------------------------------------------------------------------------
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM Meeting Date: 12/14/2004
Issuer: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE POTENTIAL INCREASE UP TO 57.63% IN Management For
THE PERCENTAGE OF THE ISSUED SH ARE CAPITAL OF
THE COMPANY OWNED OR CONTROLLED BY THE CONCERT
PARTY, WITHOUT T RIGGERING AN OBLIGATION ON THE
CONCERT PARTY OR ON ONE OR MORE OF THE MEMBERS
OF THE CONCERT PARTY AS THE IRISH TAKEOVER PANEL
MAY DIRECT UNDER THE IRISH TAKEOVER RULES TO
MAKE A GENERAL OFFER FOR THE BALANCE OF THE ISSUED
SHARE CAP ITAL OF THE COMPANY
2. APPROVE, PURSUANT TO THE PROVISIONS OF THE COMPANIES Management For
ACTS 1963 TO 2003, TO INC REASE THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY FROM EUR 120,000,000
DIVIDED INTO 2,000,000,000 ORDINARY SHARES OF
EUR 0.06 EACH TO EUR 210,000,000 DIVIDE D INTO
3,500,000,000 ORDINARY SHARES OF EUR 0.06 EACH
3. AMEND, SUBJECT TO THE APPROVAL OF RESOLUTION Management For
2, THE ARTICLE 6 OF THE ARTICLES OF ASSOCIATION
BE DELETED AND REPLACE BY: AUTHORIZE THE DIRECTORS
FOR THE PURP OSES OF SECTION 20 OF THE 1983 ACT,
TO ALLOT AND ISSUE RELEVANT SECURITIES SE CTION
20 UP TO AN AMOUNT EQUAL TO THE AUTHORIZED BUT
UNISSUED SHARE CAPITAL O F THE COMPANY AS AT
THE CLOSE OF BUSINESS OF 14 DEC 2004 AND TO ALLOT
AND ISSU E ANY SHARES PURCHASED BY THE COMPANY
PURSUANT TO THE PROVISIONS OF THE 1990 A CT AND
HELD AS TREASURY SHARES; AUTHORITY EXPIRES ON
13 DEC 2009
S.4 AMEND, SUBJECT TO THE APPROVAL OF RESOLUTIONS Management For
2 AND 3, THE PARAGRAPH 7(B) OF T HE ARTICLES
OF ASSOCIATION OF THE COMPANY BE DELETED AND
REPLACE BY: THE ALLOT MENT OF EQUITY SECURITIES
INCLUDING WITHOUT LIMITATION, ANY SHARES PURCHASED
BY THE COMPANY PURSUANT TO THE PROVISIONS OF
THE 1990 ACT AND HELD AS TREASURY SHARES UP
TO A MAXIMUM AGGREGATE NOMINAL VALUE OF 5% OF
THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY
AT THE CLOSE OF BUSINESS ON WHICH ANY RENEWAL
OF THIS AUTHORITY SHALL BE GRANTED OR IN RESPECT
OF THE PERIOD BETWEEN 14 DEC 200 4 AND THE DATE
OF THE COMPANIES AGM IN 2005 UP TO THE MAXIMUM
NOMINAL VALUE OF 5% OF THE ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY AT THE CLOSE OF BUSINE
SS ON THE DATE OF ALLOTMENT OF ORDINARY SHARES
PURSUANT TO THE RIGHTS ISSUE AS SPECIFIED; AUTHORIZE
THE DIRECTORS, PURSUANT TO SECTION 24 OF THE
COMPANIES A CT 1983, TO ALLOT AND ISSUE SECURITIES
OF THE COMPANY REFERRED TO IN ARTICLE 7 OF THE
ARTICLES OF ASSOCIATION INCLUDING FOR THE AVOIDANCE
OF DOUBT, ANY SEC URITIES THAT MAY BE ALLOTTED
PURSUANT TO THE AUTHORITY IN ARTICLE 6 OF SUCH
AR TICLES ON AND SUBJECT TO THE TERMS AND CONDITIONS
SET OUT THEREIN; AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OF THE COMPANY OR 13 MAR 2006
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
LION NATHAN LTD AGM Meeting Date: 12/15/2004
Issuer: Q5585K109 ISIN: AU000000LNN6
SEDOL: 5412064, 6518950, 6538215
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal
COMPANY AND ITS CONTROLLED ENT ITIES FOR THE
YE 30 SEP 2004, AND THE REPORTS OF THE DIRECTORS
AND THE AUDITOR OF THE COMPANY
2.a RE-ELECT MR. NAOMICHI ASANO AS A NON-EXECUTIVE Management For
DIRECTOR OF THE COMPANY, WHO RE TIRES BY ROTATION
IN ACCORDANCE WITH ARTICLE 10.3 OF THE CONSTITUTION
2.b ELECT MR. ANDREW MAXWELL REEVES AS A EXECUTIVE Management For
DIRECTOR OF THE COMPANY
2.c RE-ELECT MR. GEOFFREY THOMAS RICKETTS AS A NON-EXECUTIVE Management For
DIRECTOR OF THE COMPA NY, WHO RETIRES BY ROTATION
IN ACCORDANCE WITH ARTICLE 10.3 OF THE CONSTITUTIO
N
2.d ELECT MR. MR. GAVIN RONALD WALKER AS A NON-EXECUTIVE Management For
DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION
IN ACCORDANCE WITH ARTICLE 10.3 OF THE CONSTITUTION
3. APPROVE THAT FOR ALL PURPOSES INCLUDING ASX LISTING Management For
RULE 10.14 FOR: A) PARTICI PATION IN THE COMPANY
S ACHIEVEMENTS RIGHTS PLAN BY MR. MURRAY, EXECUTIVE
DIRE CTOR AND CHIEF EXECUTIVE DIRECTOR OF THE
COMPANY; B) THE ACQUISITION ACCORDING LY BY MR.
MURRAY OF ACHIEVEMENT RIGHTS AND IN CONSEQUENCE
OF THE EXERCISE OF T HOSE ACHIEVEMENT RIGHTS,
OF ORDINARY SHARES IN THE COMPANY; AND C) THE
PROVISI ON OF BENEFITS TO MR. MURRAY UNDER THE
ACHIEVEMENT RIGHTS PLAN; IN ACCORDANCE WITH PLAN
RULES AS SPECIFIED
4. APPROVE THAT FOR ALL PURPOSES INCLUDING ASX LISTING Management For
RULE 10.14 FOR: A) PARTICI PATION IN THE COMPANY
S ACHIEVEMENTS RIGHTS PLAN BY MR. REEVES AND
EXECUTIVE D IRECTOR OF THE COMPANY AND THE MANAGING
DIRECTOR - LION NATHAN AUSTRALIA; B) T HE ACQUISITION
ACCORDINGLY BY MR. REEVES OF ACHIEVEMENT RIGHTS
AND IN CONSEQUE NCE OF THE EXERCISE OF THOSE
ACHIEVEMENT RIGHTS, OF ORDINARY SHARES IN THE
COM PANY; AND C) THE PROVISION OF BENEFITS TO
MR. REEVES UNDER THE ACHIEVEMENT RIG HTS PLAN;
IN ACCORDANCE WITH PLAN RULES AS SPECIFIED
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION ITEMS 3 AND 4 BY: A)
A DIRECTOR OF THE COMPANY; OR B) AN ASSOCIATE
OF THAT DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------------
NIDEC CORP EGM Meeting Date: 12/15/2004
Issuer: J52968104 ISIN: JP3734800000
SEDOL: 6640682
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE SHARE EXCHANGE ACQUISITION OF NIDEC-KYORI Management For
CORP.
- ------------------------------------------------------------------------------------------------------------------------------------
ORICA LIMITED AGM Meeting Date: 12/15/2004
Issuer: Q7160T109 ISIN: AU000000ORI1
SEDOL: 5699072, 6458001, 99PCSR8
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT, THE Non-Voting Non-Vote Proposal
DIRECTORS REPORT AND THE AUDITO R S REPORT FOR
THE YE 30 SEP 2004
2.1 RE-ELECT MR. DONALD MERCER AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANC E WITH RULE
58.1 OF THE COMPANY S CONSTITUTION
2.2 RE-ELECT MR. PETER DUNCAN AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH RULE 58.1
OF THE COMPANY S CONSTITUTION
2.3 ELECT MR. GARRY HOUNSELL AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH RULE 47 OF THE COMPANY S CONSTITUTION
S.3.1 APPROVE TO REINSERT THE PROPORTIONAL TAKEOVER Management For
PROVISION CONTAINED IN RULE 86 O F THE COMPANY
S CONSTITUTION IN THE CONSTITUTION FOR 3 YEARS
FROM THE DATE OF THIS MEETING
S.3.2 AMEND THE COMPANY S CONSTITUTION BY: A) DELETING Management For
RULE 56.1(F); B) INSERTING A NEW RULE 3A; C)
DELETING RULE 42.1 AND SUBSTITUTING IN ITS PLACE
RULE 78; D) D ELETING RULE 78 AND SUBSTITUTING
IN ITS PLACE RULE 78; AND E) DELETING RULE 85
AND SUBSTITUTING IN ITS PLACE RULE 85
* PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal
VOTES CAST ON RESOLUTION 4 BY MR. BROOMHEAD AND
ANY ASSOCIATE OF THE MANAGING DIRECTOR
4. APPROVE TO RELEASE 500,000 SHARES HELD BY THE Management For
MANAGING DIRECTOR, MR. M. BROOMH EAD, UNDER THE
SENIOR EXECUTIVE SHARE LOAN PLAN ON 16 DEC 2004
AND 500,000 SHA RES ON 06 SEP 2005 ON THE SPECIFIED
TERMS
- ------------------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP AGM Meeting Date: 12/16/2004
Issuer: Q97417101 ISIN: AU000000WBC1
SEDOL: 0957258, 5412183, 6076146, 6956527, 6957393
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Management
REPORT AND THE AUDIT REPOR T OF THE COMPANY
FOR THE YE 30 SEP 2004
2.a RE-ELECT MR. EDWARD ALFRED EVANS AS A DIRECTOR Management
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
THE ARTICLE 9.2 AND 9.3 OF THE CONSTITUTION
2.b ELECT MR. GORDON MCKELLAR CAIRNS AS A DIRECTOR Management
OF THE COMPANY, PURSUANT TO ART ICLE 9.7 OF THE
CONSTITUTION
- ------------------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP AGM Meeting Date: 12/16/2004
Issuer: Q97417101 ISIN: AU000000WBC1
SEDOL: 0957258, 5412183, 6076146, 6956527, 6957393
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Non-Voting Non-Vote Proposal
REPORT AND THE AUDIT REPOR T OF THE COMPANY
FOR THE YE 30 SEP 2004
2.a RE-ELECT MR. EDWARD ALFRED EVANS AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
THE ARTICLE 9.2 AND 9.3 OF THE CONSTITUTION
2.b ELECT MR. GORDON MCKELLAR CAIRNS AS A DIRECTOR Management For
OF THE COMPANY, PURSUANT TO ART ICLE 9.7 OF THE
CONSTITUTION
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
200639 DUE TO CHANGE IN THE V OTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED A ND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
ZODIAC SA, ISSY LES MOULINEAUX MIX Meeting Date: 12/16/2004
Issuer: F98947108 ISIN: FR0000125684 BLOCKING
SEDOL: 4994693, 5851861, 7294334
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT, THE SUPERVISORY Management
BOARD AND THE AUDITORS REPORT AND APPROVE THE
ACCOUNTS FOR THE FYE 31 AUG 2004, AS PRESENTED
TO IT C ONSEQUENTLY, AND GIVE PERMANENT DISCHARGE
TO THE MEMBERS OF THE EXECUTIVE COMM ITTEE AND
OF THE SUPERVISORY BOARD FOR THE COMPLETION OF
THEIR ASSIGNMENT FOR THE CURRENT YEAR
O.2 RECEIVE THE EXECUTIVE COMMITTEE, THE SUPERVISORY Management
BOARD AND THE AUDITORS REPOR TS AND APPROVE
THE CONSOLIDATED ACCOUNTS FOR THE FYE 31 AUG
2004, AS PRESENTED TO IT, SHOWING AN INCOME BEFORE
DEPRECIATION OF EUR 124,489,000.00 AND A NET
PROFIT OF EUR 98,510,000.00 CONSEQUENTLY, AND
GIVE PERMANENT DISCHARGE TO THE MEMBERS OF THE
EXECUTIVE COMMITTEE, OF THE SUPERVISORY BOARD
AND TO THE AUDITO RS FOR THE COMPLETION OF THEIR
ASSIGNMENT FOR THE CURRENT YEAR
O.3 APPROVE THE FOLLOWING APPROPRIATIONS: THE PROFITS Management
FOR THE FY AS FOLLOWS AND TO FIX THE DIVIDEND
AT EUR 0.65 PROFITS FOR THE FY: EUR 42,912,416.38;
PRIOR RET AINED EARNINGS: EUR 19,196,242.51 TOTAL:
EUR 62,108,658.89 APPROPRIATION TO TH E LEGAL
RESERVE: EUR -9,777.30 TO THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAI NS: EUR -5,741,137.00
GLOBAL DIVIDEND : EUR (-)34,979,907.30 BALANCE
CARRIED F ORWARD: EUR 21,377,837.29 IN ACCORDANCE
WITH THE PROVISIONS OF THE LAW; THE DI VIDEND
WILL BE PAID ON 18 JAN 2005 WITHOUT NO TAX CREDIT
O.4 APPROVE, SUBJECT TO THE ADOPTION OF THE PREVIOUS Management
RESOLUTIONS, THE DIVIDEND PAY MENT WILL BE CARRIED
OUT IN CASH OR IN SHARES AS PER THE FOLLOWING
CONDITIONS : REINVESTMENT PERIOD WILL BE EFFECTIVE
FROM 21 DEC 2004 TO 10 JAN 2005 THE NE W SHARES
WILL BE CREATED WITH AN ACCRUING DIVIDEND AS
OF 01 SEP 2004 AT THE CL OSE OF THE SUBSCRIPTION
PERIOD, THE SHAREHOLDERS WILL RECEIVE THE DIVIDEND
PAY MENT IN CASH, ON 18 JAN 2005; AND DELEGATE
ALL POWERS TO THE EXECUTIVE COMMIT TEE TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.5 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management
WITH THE PROVISIONS OF THE ARTICLE L.225-86 OF
THE FRENCH COMMERCIAL LAW
O.6 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE THE Management
COMPANY S SHARES ON THE STOCK E XCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITI ONS: MAXIMUM PURCHASE PRICE: EUR 40.00,
MINIMUM SELLING PRICE: EUR 23.00, MAXI MUM NUMBER
OF SHARES TO BE TRADED: 5% OF THE SHARE CAPITAL;
AUTHORITY IS GIVE N FOR A PERIOD OF 18 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MELCHIOR Management
D ARAMON AS THE MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 2 YEARS
E.8 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 5,000,000.00, WITH THE ISSUE, WITH THE
PRE-EMPTIVE RIGHT OF SUBSCRIPTION, OF SHARES,
WARRANTS AND OR SECURITIES GIVING ACCESS TO THE
C OMPANY S SHARES; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY M EASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
IS GIVEN FOR A PE RIOD OF 26 MONTHS ; IT CANCELS,
FOR ITS PART UNUSED, ALL PREVIOUS DELEGATIONS
AND NOTABLY, THE ONE GIVEN IN RESOLUTION 10 AT
THE GENERAL MEETING OF 16 DEC 2 002, RELATING
TO THE ISSUE OF SECURITIES GIVING ACCESS TO THE
COMPANY S SHARES
E.9 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 5,000,000.00, WITH THE ISSUE, WITHOUT
THE PRE-EMPTIVE RI GHT OF SUBSCRIPTION, OF SHARES,
WARRANTS AND OR SECURITIES GIVING ACCESS TO TH
E COMPANY S SHARES; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSAR Y MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND IT CANCELS,
FOR ITS PART UNUSED, ALL PREVIOUS DELEG ATIONS
AND NOTABLY, THE ONE GIVEN IN RESOLUTION 11 AT
THE GENERAL MEETING OF 1 6 DEC 2002
E.10 AUTHORIZE THE EXECUTIVE COMMITTEE ALL POWERS Management
IN ORDER TO INCREASE THE SHARE CA PITAL, IN ONE
OR IN SEVERAL STAGES BY A MAXIMUM NOMINAL AMOUNT
OF EUR 5,000,00 0.00, BY WAY OF INCORPORATING
RESERVES, PROFITS OR PREMIUMS, TO BE CARRIED
OUT BY THE DISTRIBUTION OF FREE SHARES OR THE
INCREASE OF THE PAR VALUE OF THE EX ISTING SHARES;
AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSARY MEA SURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY IS GIVEN FOR A PERI OD
OF 26 MONTHS ; AND IT CANCELS, FOR ITS PART UNUSED,
ALL PREVIOUS DELEGATION S AND NOTABLY, THE ONE
GIVEN IN RESOLUTION 12 AT THE GENERAL MEETING
OF 16 DEC 2002, RELATING T O THE INCREASE THE
SHARE CAPITAL BY WAY OF INCORPORATING RES ERVES,
PROFITS OR PREMIUMS
E.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO DECREASE Management
THE SHARE CAPITAL BY CANCELLING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WIT HIN A LIMIT OF 5% OF THE CAPITAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTH S
; AND AUTHORIZE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOM PLISH ALL NECESSARY
E.12 AUTHORIZE THE EXECUTIVE COMMITTEE ALL POWERS Management
TO GRANT TO THE COMPANY S EMPLOYE ES, STOCK OPTIONS
GRANTING THE RIGHT TO SUBSCRIBE TO THE COMPANY
S NEW SHARES TO BE ISSUED IN ORDER TO INCREASE
ITS CAPITAL OR TO PURCHASE EXISTING COMPANY S
SHARES WITHIN A LIMIT OF 1,500,000 STOCK OPTIONS;
AUTHORITY IS VALID FOR A PERIOD OF 38 MONTHS
AND AUTHORITY THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSA RY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
* 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
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
SAGEM SA, PARIS MIX Meeting Date: 12/20/2004
Issuer: F03381138 ISIN: FR0000073272 BLOCKING
SEDOL: 4074432, 4087537, B058TZ6, B0591N1, B065FV4
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
E.1 APPROVE TO REDUCE FROM EUR 1.00 TO EUR 0.20 THE Management
PAR VALUE OF THE SHARES; THIS STOCK SPLIT INTO
SHARES SHALL RESULT IN THE EXCHANGE OF 1 PARENT
SHARE AGAINST 5 NEW SHARES; CONSEQUENTLY, AMEND
THE ARTICLE OF ASSOCIATION AS FOLLOWS: ARTI CLE
6 SHARE CAPITAL : THE SHARE CAPITAL IS SET AT
EUR 35,500,000.00 AND IS DI VIDED INTO 177,500,000
FULLY PAID-UP ORDINARY SHARES OF A PAR VALUE
OF EUR 0.2 0 EACH
E.2 AMEND THE ARTICLES OF ASSOCIATION NUMBER 3, 11, Management
14, 16, 17, 19, 20, 22, 23, 26 AND 42 AND ADD
A NEW ARTICLE NUMBER 30, WHICH CHANGES THE NUMBERING
OF THE PR ESENT ARTICLES OF ASSOCIATION NUMBER
30 AND FOLLOWING
E.3 APPROVE TO INCREASE THE SHARE CAPITAL OF A PAR Management
VALUE AMOUNT OF EUR 47,905,917. 00, IN REMUNERATION
OF THE SHARES BROUGHT TO THE PUBLIC EXCHANGE
OFFER, WITH T HE ISSUE OF 239,529,585 NEW FULLY
PAID-UP SHARES OF A PAR VALUE OF EUR 0.20 EA
CH; THESE SHARES SHALL BE ALLOTTED TO THE SHAREHOLDERS
OF THE SNECMA COMPANY W HO HAVE BROUGHT THEIR
SHARES TO THE OFFER; THE NEW SHARES SHALL RANK
PARI PASS U WITH THE OLD SHARES, AND SHALL BEAR
AN ACCRUING DIVIDEND FOR THE FYE 31 DEC 2004;
AND AUTHORIZE THE EXECUTIVE COMMITTEE TO CHARGE
ALL FEES, RIGHTS AND EXP ENSES RESULTING FROM
THE CAPITAL INCREASE TO ALL PREMIUMS RESULTING
FROM SUCH CAPITAL INCREASE, AND TO APPROPRIATE
FROM THIS AMOUNT SUCH SUMS AS ARE REQUIRE D TO
BRING THE LEGAL RESERVE TO TENTH OF THE NEW SHARE
CAPITAL AFTER EACH INCR EASE
O.4 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. MARIO COLAIACOVO AS A MEMBER
OF THE SUPERVISO RY BOARD FOR A PERIOD OF 6 YEARS
O.5 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. FRANCOIS DE COMBRET AS A MEMBER
OF THE SUPERV ISORY BOARD FOR A PERIOD OF 6 YEARS
O.6 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. ARMAND DUPUY AS A MEMBER OF
THE SUPERVISORY B OARD FOR A PERIOD OF 6 YEARS
O.7 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS MR. YVES GUENA AS A MEMBER OF THE
SUPERVISORY BOAR D FOR A PERIOD OF 6 YEARS
O.8 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. XAVIER LAGARDE AS A MEMBER OF
THE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS
O.9 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MRS. ANNE LAUVERGEON AS A MEMBER
OF THE SUPERVISO RY BOARD FOR A PERIOD OF 6 YEARS
O.10 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. MICHEL LUCAS AS A MEMBER OF
THE SUPERVISORY B OARD FOR A PERIOD OF 6 YEARS
O.11 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. MICHEL TOUSSAN AS A MEMBER OF
THE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS
O.12 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. BERNARD VATIER AS A MEMBER OF
THE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS
O.13 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. JEAN-MARC FORNERI AS A MEMBER
OF THE SUPERVIS ORY BOARD FOR A PERIOD OF 6 YEARS
O.14 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. SHEMAYA LEVY AS A MEMBER OF
THE SUPERVISORY B OARD FOR A PERIOD OF 6 YEARS
O.15 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. DOMINIQUE PARIS AS A MEMBER
OF THE SUPERVISOR Y BOARD FOR A PERIOD OF 6 YEARS
O.16 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management
THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS
RESOLUTIONS, MR. JEAN RANNOU AS A MEMBER OF THE
SUPERVISORY BO ARD FOR A PERIOD OF 6 YEARS
O.17 ACKNOWLEDGE THAT 5 MORE MEMBERS OF THE SUPERVISORY Management
BOARD WILL BE APPOINTED BY THE STATE IN ACCORDANCE
WITH THE ARTICLE NUMBER 12 OF THE LAW DATED 25
JUL 194 9
O.18 APPROVE, CONSEQUENTLY TO THE INCREASE OF THE Management
NUMBER OF THE MEMBERS OF THE SUPE RVISORY BOARD
AND SUBJECT TO THE POSITIVE FOLLOW-UP OF THE
PUBLIC EXCHANGE OFF ER AIMED AT THE PREVIOUS
RESOLUTIONS, TO INCREASE THE AMOUNT OF THE ATTENDANCE
FEES FROM EUR 400,000.00 TO EUR 670,000.00 PER
YEAR
O.19 ACKNOWLEDGE THAT THE TERM OF OFFICE OF THE CALAN Management
COMPANY, AS STATUTORY AUDITOR , HAS NOT BEEN RENEWED
O.20 AUTHORIZE THE CHAIRMAN OF THE EXECUTIVE COMMITTEE Management
TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AND GRANTS AUTHORITY
TO THE BEARE R OF A COPY OR AN EXTRACT OF THE
MINUTES OF THE PRESENT IN ORDER TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS WHICH 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
- ------------------------------------------------------------------------------------------------------------------------------------
ARISTOCRAT LEISURE LIMITED SGM Meeting Date: 12/21/2004
Issuer: Q0521T108 ISIN: AU000000ALL7
SEDOL: 6051563, 6253983
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO GRANT 380,000 PERFORMANCE SHARE RIGHTS Management For
TO MR. PAUL ONEILE, MANAGING DIRECTOR AND CEO,
PURSUANT TO ARISTOCRAT S LONG TERM PERFORMANCE
SHARE PLAN A ND FOR THE PURPOSE OF ASX LISTING
RULE 10.14
* THE COMPANY WILL DISREGARD ANY VOTES CAST ON Non-Voting Non-Vote Proposal
RESOLUTION 1 BY MR. PAUL ONEILLE AND/OR HIS ASSOCIATE.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
KINGBOARD CHEMICAL HOLDINGS LTD EGM Meeting Date: 12/22/2004
Issuer: G52562140 ISIN: KYG525621408
SEDOL: 6491318, B03BR75
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REVISED SHIRAI SUPPLY ANNUAL CAPS Management For
AS SPECIFIED AND AUTHORIZE THE DIRECTORS OF
THE COMPANY TO DO, APPROVE AND TRANSACT ALL SUCH
ACTS AND THINGS AS THEY MAY IN THEIR DISCRETION
CONSIDER NECESSARY OR DESIRABLE IN CONNECTION
THEREWITH
- ------------------------------------------------------------------------------------------------------------------------------------
TENON LTD AGM Meeting Date: 12/22/2004
Issuer: Q8983K127 ISIN: NZFLCE0020S7
SEDOL: 6342278, 6342483
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1.A APPROVE THAT THE COMPANY RETURN APPROXIMATELY Management For
NZD 321 MILLION OF CAPITAL, REPR ESENTING NZD
1.15 PER EXISTING SHARE, TO THE SHAREHOLDERS
S.1.B APPROVE THAT 3 OUT OF 4 PREFERENCE SHARES AND Management For
3 OUT OF 4 ORDINARY SHARES BE CA NCELLED
S.1.C APPROVE THAT, SUBJECT TO RECEIPT OF A FAVORABLE Management For
TAX RULING, THE RIGHTS OF PREF ERENCE AND ALL
OTHER DIFFERENTIAL RIGHTS BETWEEN THE PREFERENCE
SHARES AND ORD INARY SHARES BE EXTINGUISHED,
SUCH THAT THERE WILL ONLY BE A SINGLE CLASS OF
O RDINARY SHARES
2. ELECT MR. ANTHONY IAN GIBBS AS A DIRECTOR Management For
3. ELECT MR. MICHAEL JOHN ANDREWS AS A DIRECTOR Management Against
4. ELECT MR. MICHAEL CARMODY WALLS AS A DIRECTOR Management For
5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
S.6 ADOPT THE NEW CONSTITUTION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
TENON LTD AGM Meeting Date: 12/22/2004
Issuer: Q8983K101 ISIN: NZFLCD0001S9
SEDOL: 6297646, 6298865
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1.a APPROVE THAT THE COMPANY WILL RETURN APPROXIMATELY Management For
NZD 321 MILLION OF CAPITAL, REPRESENTING NZD
1.15 PER EXISTING SHARE TO SHAREHOLDERS
S.1.b APPROVE TO CANCEL THREE OUT OF FOUR PREFERENCE Management For
SHARES AND THREE OUT OF FOUR OR DINARY SHARES
S.1.c APPROVE, SUBJECT TO RECEIPT OF A FAVORABLE TAX Management For
RULING, TO EXTINGUISH THE RIGHT S OF PREFERENCE
AND ALL OTHER DIFFERENTIAL RIGHTS BETWEEN THE
PREFERENCE SHARE S AND ORDINARY SHARES, SUCH
THAT THERE WILL ONLY BE A SINGLE CLASS OF ORDINARY
SHARES
2. ELECT MR. ANTHONY IAN GIBBS AS A DIRECTOR Management For
3. ELECT MR. MICHAEL JOHN ANDREWS AS A DIRECTOR Management Against
4. ELECT MR. MICHAEL CARMODY WALLS AS A DIRECTOR Management For
5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THE AUDITORS REMUNERATION FOR THE ENSUING
YEAR
S.6 ADOPT THE NEW CONSTITUTION Management For
- ------------------------------------------------------------------------------------------------------------------------------------
ARM HOLDINGS PLC, CAMBRIDGE EGM Meeting Date: 12/23/2004
Issuer: G0483X122 ISIN: GB0000595859
SEDOL: 0059585, 5951761
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
2 AND 3 BELOW: A) THE ACQ UISITION OF ARTISAN
COMPONENTS, INC. ARTISAN BY THE COMPANY
THE ACQUISIT ION ON THE BASIS AS SPECIFIED
AND ON THE TERMS AND SUBJECT TO THE CONDITIONS
OF THE AGREEMENT AND PLAN OF MERGER DATED AS
OF 22 AUG 2004 BETWEEN (1) THE C OMPANY, (2)
ARTISAN AND (3) SALT ACQUISITION CORPORATION,
THE MERGER AGREEME NT AND AUTHORIZE THE DIRECTORS
OF THE COMPANY THE DIRECTORS TO TAKE ALL
NECESSARY STEPS TO IMPLEMENT THE SAME, SUBJECT
TO SUCH NON-MATERIAL MODIFICATI ONS, AMENDMENTS,
WAIVERS, VARIATIONS OR EXTENSIONS OF SUCH TERMS
AND CONDITION S AS THEY THINK FIT; AND B) WITH
EFFECT FROM THE TIME AT WHICH THE COMPANY AND
SALT ACQUISITION CORPORATION FILE A CERTIFICATE
OF MERGER WITH THE DELAWARE S ECRETARY OF STATE
IN ACCORDANCE WITH THE PROVISIONS OF THE MERGER
AGREEMENT OR AT SUCH LATER EFFECTIVE TIME AS
MAY BE SPECIFIED IN SUCH CERTIFICATE OF MERGE
R: I) THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
BE INCREASED FROM GBP 790,00 0 TO GBP 1,100,000
BY CREATION OF AN ADDITIONAL 620,000,000 NEW
ORDINARY SHARE S OF 0.05P EACH; II) AND AUTHORIZE
THE DIRECTORS IN ADDITION AND WITHOUT PREJ UDICE
TO ALL SUBSISTING AUTHORITIES TO ALLOT RELEVANT
SECURITIES PURSUANT TO SECTION 80 OF THE COMPANIES
ACT 1985 IN THE FORM OF ORDINARY SHARES OF 0.05P
E ACH IN THE COMPANY TO SATISFY THE COMPANY S
OBLIGATIONS ARISING UNDER OR AS CO NTEMPLATED
BY THE MERGER AGREEMENT PROVIDED THAT THE MAXIMUM
AGGREGATE NOMINAL VALUE OF THE ORDINARY SHARES
WHICH MAY BE ALLOTTED HEREUNDER IS GBP 310,000
A ND THIS AUTHORITY SHALL EXPIRE ON 23 APR 2005;
III) TO INCREASE THE MAXIMUM NU MBER OF DIRECTORS
OF THE COMPANY FROM 12 TO 16 IN ACCORDANCE WITH
ARTICLE 70 O F THE ARTICLES OF ASSOCIATION OF
THE COMPANY; AND IV) OPTIONS UNDER THE ARTISA
N SHARE PLANS WHICH ARE CONVERTED, IN ACCORDANCE
WITH THE MERGER AGREEMENT, IN TO OPTIONS TO ACQUIRE
ORDINARY SHARES IN THE COMPANY BE EXCLUDED FOR
THE PURPO SES OF CALCULATING THE LIMIT ON THE
NUMBER OF ORDINARY SHARES IN THE COMPANY T HAT
MAY BE ISSUED OR ISSUABLE UNDER THE COMPANY S
SHARE PLANS
2. APPOINT, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
1 AND 3 OF THIS MEETING A ND WITH EFFECT FROM
THE TIME AT WHICH THE COMPANY AND SALT ACQUISITION
CORPORA TION FILE A CERTIFICATE OF MERGER WITH
THE DELAWARE SECRETARY OF STATE IN ACCO RDANCE
WITH THE PROVISIONS OF THE MERGER AGREEMENT OR
AT SUCH LATER EFFECTIVE TIME AS MAY BE SPECIFIED
IN SUCH CERTIFICATE OF MERGER, MR. MARK R. TEMPLETON
AS A DIRECTOR OF THE COMPANY
3. APPOINT MR. LUCIO L. LANZA AS A DIRECTOR OF THE Management For
COMPANY IN CONDITIONAL UPON TH E PASSING OF RESOLUTIONS
1 AND 2 ABOVE AND WITH EFFECT FROM THE TIME AT
WHICH THE COMPANY AND SALT ACQUISITION CORPORATION
FILE A CERTIFICATE OF MERGER WITH THE DELAWARE
SECRETARY OF STATE IN ACCORDANCE WITH THE PROVISIONS
OF THE MERG ER AGREEMENT OR AT SUCH LATER EFFECTIVE
TIME AS MAY BE SPECIFIED IN SUCH CERTI FICATE
OF MERGER
S.4 AMEND, WITH EFFECT FROM THE TIME AT WHICH THE Management For
COMPANY AND SALT ACQUISITION COR PORATION FILE
A CERTIFICATE OF MERGER WITH THE DELAWARE SECRETARY
OF STATE IN ACCORDANCE WITH THE PROVISIONS OF
THE MERGER AGREEMENT OR AT SUCH LATER EFFECT
IVE TIME AS MAY BE SPECIFIED IN SUCH CERTIFICATE
OF MERGER, THE ARTICLES OF AS SOCIATION OF THE
COMPANY AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS EGM Meeting Date: 12/23/2004
Issuer: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
TECHTRONIC INDS LTD EGM Meeting Date: 01/03/2005
Issuer: Y8563B159 ISIN: HK0669013440
SEDOL: B0190C7, B01BM83, B031W92
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE TERMS OF, AND THE TRANSACTIONS CONTEMPLATED Management For
UNDER, A CONDITIONAL S TOCK PURCHASE AGREEMENT,
DATED 28 AUG 2004, ENTERED INTO BETWEEN ATLAS
COPCO A B, ATLAS COPCO NORTH AMERICA INC. AND
ATLAS COPCO HOLDING GMBH, ALL AS SELLERS AND
THE COMPANY, RYOBI TECHNOLOGIES GMBH AND TECHTRONIC
INDUSTRIES NORTH AMER ICA, INC. ALL AS PURCHASERS
(THE STOCK PURCHASE AGREEMENT) AND ALL OTHER
TRANS ACTIONS CONTEMPLATED THEREIN AND ALL OTHER
AGREEMENTS ANCILLARY THERETO; AND A UTHORIZE
ANY DIRECTOR OF THE COMPANY TO EXECUTE ALL SUCH
DOCUMENTS AND TO DO A LL SUCH ACTS, MATTERS AND
THINGS AS HE MAY IN HIS SOLE DISCRETION CONSIDER
NEC ESSARY OR DESIRABLE ON BEHALF OF THE COMPANY
FOR THE PURPOSE OF OR IN CONNECTI ON WITH THE
STOCK PURCHASE AGREEMENT OR THE TRANSACTION
CONTEMPLATED THEREIN
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WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) AGM Meeting Date: 01/10/2005
Issuer: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ACQUISITION OF ROYAL DOULTON Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SERCO GROUP PLC EGM Meeting Date: 01/12/2005
Issuer: G80400107 ISIN: GB0007973794
SEDOL: 0797379, 5457593
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE: A) THE PROPOSED ACQUISITION BY THE COMPANY Management For
OF ALL OR ANY PART OF THE ISSUED OR TO BE ISSUED
ORDINARY SHARE CAPITAL OF ITNET PLC ON THE TERMS
AND S UBJECT TO THE CONDITIONS AS SPECIFIED ISSUED
BY LAZARD & COMPANY LIMITED ON BE HALF OF THE
COMPANY AND ADDRESSED TO THE SHAREHOLDERS OF
THE COMPANY ON 20 DEC 2004, OR UPON THE TERMS
AND SUBJECT TO THE CONDITIONS OF ANY AMENDED,
VARIED, REVISED, EXTENDED, ADDITIONAL OR OTHER
OFFER OR OFFERS THE OFFER APPROVED B Y THE
BOARD OF DIRECTORS OF THE COMPANY AS SPECIFIED
; AND B) ALL ARRANGEMENT S OR AGREEMENTS MADE
OR ENTERED INTO, OR WHICH MAY IN THE FUTURE BE
MADE OR EN TERED INTO, BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES OR PERSONS ACTING IN CON
CERT WITH THE COMPANY IN CONNECTION WITH THE
ACQUISITION OR CANCELLATION, IN E ACH CASE RELATING
TO OR IN CONNECTION WITH THE OFFER, OF SHARES
IN, OR OPTIONS ISSUED BY ITNET ON TERMS AND APPROVE
BY THE BOARD INCLUDING, FOR THE AVOIDAN CE OF
DOUBT, ANY AGREEMENTS OR ARRANGEMENTS WITH THIRD
PARTIES FOR THE PROVISI ON OF ANY FINANCING FOR
ANY SUCH ACQUISITION AND AUTHORIZE THE BOARD
TO REVIS E, EXTEND, AMEND, WAIVE, VARY OR ADD
TO THE OFFER OR ANY OF THE TERMS OR CONDI TIONS
THEREOF AND TO DO PROCURE THE DOING OF SUCH OTHER
THINGS AND TO EXECUTE ANY AGREEMENTS AND MAKE
ANY ARRANGEMENTS AS THE BOARD MAY CONSIDER NECESSARY
O R DESIRABLE IN CONNECTION WITH THE ACQUISITION
OF SHARES IN ITNET OR THE OFFER
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BELLWAY PLC AGM Meeting Date: 01/14/2005
Issuer: G09744155 ISIN: GB0000904986
SEDOL: 0090498, 0090540
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE THE ACCOUNTS FOR THE YE 31 JUL 2004 AND Management For
THE DIRECTORS REPORT AND THE AUDITORS REPORT
THEREON
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 JUL 2004 Management For
3. RE-ELECT MR. H.C. DAWE AS A DIRECTOR OF THE COMPANY Management For
4. RE-ELECT MR. A.M. LEITCH AS A DIRECTOR OF THE Management For
COMPANY
5. RE-ELECT MR. L.P. FINN AS A DIRECTOR OF THE COMPANY Management For
6. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For
THE COMPANY TO HOLD OFFICE FROM T HE CONCLUSION
OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
7. APPROVE THE REPORT OF THE BOARD COMMITTE ON DIRECTORS Management For
REMUNERATION OF THE ANN UAL REPORT AND ACCOUNTS
FOR THE YEAR TO 31 JUL 2004
8. APPROVE AND ADOPT THE BELLWAY P.L.C. 2005 EMPLOYEE Management For
SHARE OPTION SCHEME SUBJ ECT TO SUCH MODIFICATIONS,
IF ANY, AS DIRECTORS CONSIDER NECESSARY OR APPROPRI
ATE TO OBTAIN THE APPORVAL THERETO OF THE INLAND
REVENUE OR TO COMPLY WITH THE REQUIREMENTS OF
THE LISTING RULES OF THE LONDON STOCK EXCHANGE
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT
TO OBTAIN INLAND REVENUE APPROVAL FOR THE SAID
SCHEME AND OTHERWISE TO CARRY THE SAID SCHEME
INTO EFFECT
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO THE GENERAL Management For
AUTHORITY CONFERRED BY ORDINA RY RESOLUTION AT
THE AGM HELD ON 10 JAN 2003, IN SUBSTITUTION
FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION
95 OF THE COMPANIES ACT 1985 ACT , TO ALLO T
EQUITY SECURITIES SECTION 94 OF THE ACT , DISAPPLYING
THE STATUTORY PRE-EMP TION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTM ENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH AN OFFER OF SECURITIES, OPEN F OR ACCEPTANCE
FOR A FIXED PERIOD BY THE DIRECTORS TO ORDINARY
SHAREHOLDERS OF THE COMPANY; II) WHOLLY FOR CASH
OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (I)
ABOVE OR PURSUANT TO THE BELLWAY P.L.C. EXECUTIVE
SHARE OPTION SCHEME, THE BE LLWAY P.L.C. 1995
EMPLOYEE SHARE OPTION SCHEME, THE BELLWAY P.L.C.
1996 EMP LOYEE SHARE OPTION SCHEME, THE BELLWAY
P.L.C. SAVINGS RELATED SHARE OPTION SCH EME,
THE BELLWAY P.L.C. 2003 SAVINGS RELATED SHARE
OPTION SCHEME, THE BELLWA Y P.L.C. 2004 PERFORMANCE
PLAN AND THE BELLWAY P.L.C. 2005 EMPLOYEE SHARE
OPTION SCHEME UP TO AN AGGREGATE NOMINAL VALUE
OF GBP 700.383; AUTHORITY EXP IRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 15 MONTHS ; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTH ORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN ORDINARY Management For
SHARES AND PREFERENCE SHARE S BY WAY OF MARKET
PURCHASES UPON AND SUBJECT TO FOLLOWING CONDITIONS:
I) OF U P TO 11,206,135 ORDINARY SHARES OF 12.5P
EACH 10% OF THE ORDINARY SHARES IN I SSUE ;
II) THE MAXIMUM NUMBER OF PREFERENCE SHARES WHICH
MAY BE PURCHASED IS 2 0,000,000 9.5% CUMULATIVE
REDEEMABLE PREFERENCE SHARES 2014 OF GBP 1 EACH,
BEI NG THE AMOUNT OF PREFERENCE SHARES IN ISSUE;
III) THE MAXIMUM PRICE AT WHICH O RDINARY SHARES
MAY BE PURCHASED IS AN AMOUNT EQUAL TO 105% OF
THE AVERAGE MIDD LE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DA ILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS
ON WHICH THE ORDINARY SHARES ARE CO NTRACTED
TO BE PURCHASED AND THE MINIMUM PRICE IS 12.5P
PER SHARE IN BOTH CASE S EXCLUSIVE OF EXPENSES;
IV) THE MAXIMUM PRICE AT WHICH PREFERENCE SHARES
MAY BE PURCHASED SHALL BE AMOUNT CALCULATED IN
ACCORDANCE WITH THE PROVISIONS CONT AINED IN
THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND
AUTHORITY EXPIRES TH E EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
- ------------------------------------------------------------------------------------------------------------------------------------
BOC GROUP PLC AGM Meeting Date: 01/14/2005
Issuer: G12068113 ISIN: GB0001081206
SEDOL: 0108120, 5498279, 6114110
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
ACCOUNTS OF THE YE 30 SEP 2004
2. APPROVE THE BOC S DIVIDEND POLICY Management For
3. ELECT MR. GUY DAWSON AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 86
4. ELECT MS. ANNE QUINN AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 86
5. ELECT MR. IAIN NAPIER AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 86
6. RE-ELECT MR. TONY ISAAC AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
7. RE-ELECT MR. ROB MARGETTS AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
8. RE-ELECT DR. RAJ RAJAGOPAL AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF BOC UNTIL THE CONCLUS ION OF THE
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
10. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
11. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
12. APPROVE THE BOC GROUP UK SAVINGS-RELATED SHARE Management For
OPTION SCHEME SHARESAVE SCHEME 2005 AND AUTHORIZE
THE DIRECTORS TO DO ALL ACTS AND EXPEDIENT TO
ADOPT AND O PERATE THE SHARESAVE SCHEME, OBTAIN
APPROVAL FROM THE BOARD OF INLAND REVENUE AND
TO INTRODUCE FURTHER PLANS FOR THE BENEFIT OF
EMPLOYEES LOCATED IN COUNTRI ES OTHER THAN THE
UK BASED ON SHARESAVE SCHEME WITHIN THE LIMITS
OF NEW ORDINA RY SHARES MADE AVAILABLE UNDER
THE SHARESAVE SCHEME, SUBJECT TO MODIFICATIONS
TO TAKE ACCOUNT OF OVERSEAS LAWS, EXCHANGE CONTROL
AND TAX LEGISLATIONS
13. APPROVE THE BOC GROUP SHARE MATCHING PLAN THE Management For
PLAN AND AUTHORIZE THE DIRECTO RS TO DO ALL
ACTS AND EXPEDIENT TO ADOPT AND OPERATE THE PLAN,
MAKE SUCH MODIF ICATIONS APPROPRIATE TO TAKE
ACCOUNT OF THE REQUIREMENTS OF THE LONDON STOCK
E XCHANGE AND THE UK LISTING AUTHORITY AND TO
ESTABLISH FURTHER PLANS FOR THE BE NEFIT OF EMPLOYEES
LOCATED IN COUNTRIES OTHER THAN THE UK BASED
ON THE PLAN WITHIN THE LIMITS OF NEW ORDINARY
SHARES MADE AVAILABLE UNDER THE PLAN, SUBJEC
T TO MODIFICATIONS TO TAKE ACCOUNT OF OVERSEAS
LAWS, EXCHANGE CONTROL AND TAX LEGISLATIONS
14. AUTHORIZE THE DIRECTORS TO AMEND THE RULES OF Management For
THE BOC GROUP LONG-TERM INCENTIV E PLAN AND TO
DO ALL ACTS NECESSARY OR DESIRABLE TO EFFECT
THE AMENDMENT
15. AUTHORIZE THE DIRECTORS, UNDER SECTION 80 OF Management For
THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 18,580,720;
AUTH ORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF NEXT AGM OR 15 MONTHS ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.16 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 15 AND UNDER SEC TION 95 OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
FOR CASH, DISAPP LYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS AUT
HORITY IS LIMITED TO THE ALLOTMENT: I) IN CONNECTION
WITH A RIGHTS ISSUE TO OR DINARY SHAREHOLDERS;
AND II) UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 6,235,31 9.25; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OR 15 MONTHS ; AND,
AUTHORIZE THE DIRECTORS 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 BOC TO PURCHASE UP TO 49,882,554 Management For
FULLY-PAID ORDINARY SHARES BY T HE WAY OF MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 , AT A MI NIMUM PRICE IS 25P AND MAXIMUM
PRICE NOT MORE THAN 5% ABOVE THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS AS PUBLISHED IN THE
LONDON STOCK EXCHANGE DAILY OFFI CIAL LIST, FOR
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OR 15
MONTHS ; THE BOC, BEFORE THE EXPIRY, MAY MAKE
A PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED FULLY OR PARTLY AFTE R 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
- ------------------------------------------------------------------------------------------------------------------------------------
VA TECHNOLOGIE AG, LINZ AGM Meeting Date: 01/17/2005
Issuer: A8868F109 ISIN: AT0000937453 BLOCKING
SEDOL: 4921635, 5180617
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SUSPENSION OF PARAGRAPH 9/1 SENT Management
2 TO 6 OF THE STATUTES OF THE COM PANY AND AMEND
THE STATUTES IN PARAGRAPH 9/1 INTO: EACH SHARE
AWARE ONE VOTE
- ------------------------------------------------------------------------------------------------------------------------------------
ENTERPRISE INNS PLC AGM Meeting Date: 01/20/2005
Issuer: G3070Z146 ISIN: GB0033872275
SEDOL: 3387227
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT, THE AUDITED FINANCIAL Management
STATEMENTS AND THE AUDITO RS REPORT FOR THE
YE 30 SEP 2004
2. DECLARE A FINAL DIVIDEND Management
3. RE-APPOINT MR. G.E. TUPPEN AS A DIRECTOR Management
4. RE-APPOINT MR. D.C. GEORGE AS A DIRECTOR Management
5. RE-APPOINT MR. A.J. STEWART AS A DIRECTOR Management
6. RE-APPOINT MRS. S.E. MURRAY AS A DIRECTOR Management
7. RE-APPOINT ERNST AND YOUNG AS THE AUDITORS AND Management
AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION
8. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management
THE YE 30 SEP 2004 TO INCREASE THE MAXIMUM AGGREGATE
AMOUNT OF FEES PAYABLE TO NON-EXECUTIVE DIRECTORS
FROM G BP 200,000 TO GBP 500,000 PER ANNUM
9. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management
10. APPROVE THE ENTERPRISE INNS 2005 ANNUAL BONUS Management
PLAN
11. APPROVE THE ENTERPRISE INNS 2005 LONG TERM INCENTIVE Management
PLAN
12. APPROVE THE ENTERPRISE INNS 2005 EMPLOYEES SHARE Management
OPTION SCHEME
13. APPROVE THE ENTERPRISE INNS 2005 SAVE AS YOU Management
EARN SCHEME
14. APPROVE THE ENTERPRISE INNS 2005 SHARE INCENTIVE Management
PLAN
S.15 APPROVE THE DISAPPLICATION OF STATUTORY PRE-EMPTION Management
RIGHTS
S.16 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management
- ------------------------------------------------------------------------------------------------------------------------------------
ENTERPRISE INNS PLC AGM Meeting Date: 01/20/2005
Issuer: G3070Z146 ISIN: GB0033872275
SEDOL: 3387227
- ------------------------------------------------------------------------------------------------------------------------------------
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
212817 DUE TO ADDITION OF RES OLUTION. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For
REPORTS
2. DECLARE A FINAL DIVIDEND OF 8.4 PENCE PER SHARE Management For
3. RE-ELECT MR. TED TUPPEN AS A DIRECTOR Management For
4. RE-ELECT MR. DAVID GEORGE AS A DIRECTOR Management For
5. RE-ELECT MR. JO STEWART AS A DIRECTOR Management For
6. RE-ELECT MR. SUSAN MURRAY AS A DIRECTOR Management For
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
AND AUTHORIZE THE BOARD TO FIX TH EIR REMUNERATION
8. APPROVE THE REMUNERATION REPORT Management For
9. APPROVE TO INCREASE THE REMUNERATION OF THE NON-EXECUTIVE Management For
DIRECTORS FROM GBP 2 00,000 TO GBP 500,000 PER
ANNUM
10. GRANT AUTHORITY FOR THE ISSUANCE OF EQUITY OR Management For
EQUITY-LINKED SECURITIES WITH PR E-EMPTIVE RIGHTS
UP TO AGGREGATE NOMINAL AMOUNT OF GBP 5,825,084
11. APPROVE THE ENTERPRISE INNS 2005 ANNUAL BONUS Management For
PLAN
12. APPROVE ENTERPRISE INNS 2005 LONG-TERM INCENTIVE Management For
PLAN
13. APPROVE ENTERPRISE INNS 2005 EMPLOYEE SHARE OPTION Management For
SCHEME
14. APPROVE ENTERPRISE INNS 2005 SAVE AS YON EARN Management For
SCHEME
15. APPROVE ENTERPRISE INNS 2005 SHARE INCENTIVE PLAN Management For
S.16 GRANT AUTHORITY FOR ISSUANCE OF EQUITY OR EQUITY-LINKED Management For
SECURITIES WITHOUT PRE -EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 873,763
S.17 GRANT AUTHORITY FOR MARKET PURCHASES OF 52,390,857 Management For
SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
PIRELLI & C.SPA, MILANO MIX Meeting Date: 01/20/2005
Issuer: T76434108 ISIN: IT0000072725 BLOCKING
SEDOL: 4689803, B020D75
- ------------------------------------------------------------------------------------------------------------------------------------
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
21 JAN 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.
O.1 APPROVE TO APPOINT 2 DIRECTORS AND/OR TO REDUCE Management
THEIR NUMBER
E.1 APPROVE THE PROPOSAL FOR A STOCK CAPITAL INCREASE, Management
IN ONE OR MORE INSTALMENTS, THROUGH ISSUE OF
MAXIMUM NUMBER 1,539,291,916 ORDINARY SHARES,
TO BE OFFERED TO ORDINARY AND SAVING SHAREHOLDERS
IN THE RATIO OF 2 NEW SHARES FOR EVERY 5 O RDINARY/SAVING
SHARES HELD, AT A PRICE OF EUR 0.70; AMEND ARTICLE
5 STOCK CAP ITAL OF THE BY-LAW; RESOLUTIONS
RELATED THERE TO; POWER BESTOWAL
- ------------------------------------------------------------------------------------------------------------------------------------
THYSSENKRUPP AG, DUISBURG/ESSEN OGM Meeting Date: 01/21/2005
Issuer: D8398Q119 ISIN: DE0007500001 BLOCKING
SEDOL: 0566911, 5636927, 5653841, 7159273
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management
FOR THE FY 2003/2004 WITH T HE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP A NNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 308,693,426.40 AS : PAYMENT OF
A DIVIDEND OF EUR 0.60 PER ENTITLED SHARE; EUR
9,678,447 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 24 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 DEUTSCHE TREUHAND AG, BERLIN AND Management
FRANKFURT AS THE AUDITORS FOR TH E FY 2004/2005
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL AT A PRICE DIFFERING
NEITHER MORE THAN 10% FROM THE MARKET PRICE OF
THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK
EXCHANGE, NOR MORE THAN 20% IF THEY AR E ACQUIRED
BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 20
JUL 2006; AND AUTHORI ZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, TO DISPOSE OF
THE SHA RES 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 MARKET PRICE OF IDE NTICAL SHARES AGAINST
CASH PAYMENT, TO USE THE SHARES IN CONNECTION
WITH MERGE RS AND ACQUISITIONS AGAINST PAYMENT
IN KIND, AND TO USE THE SHARES WITHIN THE SCOPE
OF THE COMPANY S STOCK OPTION PLAN
7.1 ELECT DR. GERHARD CROMME AS THE OFFICER OF THE Management
SUPERVISORY BOARD
7.2 ELECT PROF. DR. WAN GANG AS THE OFFICER OF THE Management
SUPERVISORY BOARD
7.3 ELECT PROF. JUERGEN HUBBERT AS THE OFFICER OF Management
THE SUPERVISORY BOARD
7.4 ELECT DR. MARTIN KOHLHAUSSEN AS THE OFFICER OF Management
THE SUPERVISORY BOARD
7.5 ELECT DR. HEINZ KRIWET AS THE OFFICER OF THE Management
SUPERVISORY BOARD
7.6 ELECT PROF. DR. BERNHARD PELLENS AS THE OFFICER Management
OF THE SUPERVISORY BOARD
7.7 ELECT DR. HEINRICH VON PIERER AS THE OFFICER Management
OF THE SUPERVISORY BOARD
7.8 ELECT DR. KERSTEN VON SCHENCK AS THE OFFICER Management
OF THE SUPERVISORY BOARD
7.9 ELECT DR. HENNING SCHULTE-NOELLE AS THE OFFICER Management
OF THE SUPERVISORY BOARD
7.10 ELECT MR. CHRISTAIN STREIFF AS THE OFFICER OF Management
THE SUPERVISORY BOARD
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
INFINEON TECHNOLOGIES AG, MUENCHEN OGM Meeting Date: 01/25/2005
Issuer: D35415104 ISIN: DE0006231004
SEDOL: 2605425, 5889505, 7159154
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT INFINEON TECHNOLOGIES Non-Voting
AG SHARES ARE ISSUED IN REGISTE RED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE 2003/2004 FY WI TH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4. APPOINT KPMG AS THE AUDITORS FOR THE 2004/2005 Management
FY
5. ELECT THE SUPERVISORY BOARD Management
6. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANY S WHOLLY OW NED SUBSIDIARY INFINEON
TECHNOLOGIES FINANCE GMBH, EFFECTIVE RETROACTIVELY
FRO M 01 OCT 2004 FOR A PERIOD OF AT LEAST 5 YEARS
7. AMEND THE ARTICLES OF ASSOCIATION, REGARDING Management
THE SHAREHOLDERS FIDUCIARY DUTY A ND THE COMPANY
S ANNOUNCEMENTS BEING PUBLISHED IN THE FEDERAL
GAZETTE ONLINE
- ------------------------------------------------------------------------------------------------------------------------------------
INFINEON TECHNOLOGIES AG, MUENCHEN AGM Meeting Date: 01/25/2005
Issuer: D35415104 ISIN: DE0006231004
SEDOL: 2605425, 5889505, 7159154
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT THESE SHARES OF INFINEON Non-Voting
TECHNOLOGIES AG ARE ISSUED IN REGISTERED FORM
AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN
ORDER TO ENTIT LE YOU TO VOTE. THANK YOU
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
148211 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. SUBMISSION OF THE APPROVED ANNUAL FINANCIAL STATEMENTS Management
OF INFINEON TECHNOLOGIE S AG AND THE APPROVED
CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER
30, 20 04, OF THE COMBINED MANAGEMENT REPORT
FOR INFINEON TECHNOLOGIES AG AND THE INF INEON
GROUP, AND OF THE REPORT OF THE SUPERVISORY BOARD
FOR THE FISCAL YEAR 20 03/2004; THE ABOVE-MENTIONED
DOCUMENTS ARE AVAILABLE FOR INSPECTION AT THE
BUS INESS PREMISES OF THE REGISTERED SEAT OF
INFINEON TECHNOLOGIES AG, ST.-MARTIN- STR. ,
81669 MUNICH, GERMANY, AND ON THE INTERNET AT
WWW.INFINEON.COM
2. APPROVAL OF THE ACTS OF THE MEMBERS OF THE MANAGING Management
BOARD; THE SUPERVISORY BOA RD AND THE MANAGING
BOARD PROPOSE THAT THE ACTS OF THE MEMBERS OF
THE MANAGING BOARD DURING THE FISCAL YEAR 2003/2004
BE APPROVED IN RELATION TO THIS PERIOD
3. APPROVAL OF THE ACTS OF THE MEMBERS OF THE SUPERVISORY Management
BOARD; THE SUPERVISORY BOARD AND THE MANAGING
BOARD PROPOSE THAT THE ACTS OF THE MEMBERS OF
THE SUPER VISORY BOARD DURING THE FISCAL YEAR
2003/2004 BE APPROVED IN RELATION TO THIS PERIOD
4. APPOINTMENT OF AUDITORS FOR THE FISCAL YEAR 2004/2005; Management
THE SUPERVISORY BOARD P ROPOSES THAT KPMG DEUTSCHE
TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFT
SPRUFUNGSGESELLSCHAFT, BERLIN AND FRANKFURT/MAIN,
BE APPOINTED AS AUDITORS FOR THE FISCAL YEAR 2004/2005
5.1 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT DR. JOACHIM FABER, MEMBER
OF THE MANAGING BOARD OF ALLIANZ AG, RESIDENT
IN MUNICH, BE ELECTED TO THE SUPERVISORY BOARD
AS REPRESENTATIVES OF THE SHAREHOLDERS UNTIL
THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES
THE ACTS OF THE SUPERVISORY BOARD DU RING THE
FISCAL YEAR 2008/2009
5.2 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT JOHANNES FELDMAYER , MEMBER
OF THE MANAGING BOARD OF SIEMENS AG, RESIDENT
IN PULLACH, BE ELECTED TO THE SUPERVISORY BOARD
AS REPRESENTATIVES OF THE SHAREHOLDERS UNTIL
THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES
THE ACTS OF THE SUPERVISORY BOARD DURING THE
FISCAL YEAR 2008/2009
5.3 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT DR. STEFAN JENTZSC H, MEMBER
OF THE MANAGING BOARD OF BAYERISCHE HYPO- UND
VEREINSBANK AG, RESIDE NT IN MUNICH, BE ELECTED
TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF
THE SH AREHOLDERS UNTIL THE END OF THE ANNUAL
GENERAL MEETING THAT APPROVES THE ACTS OF THE
SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009
5.4 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT MAX DIETRICH KLEY, MEMBER
OF THE SUPERVISORY BOARD OF BASFAG, RESIDENT
IN HEIDELBERG, BE ELECTED TO THE SUPERVISORY
BOARD AS REPRESENTATIVES OF THE SHAREHOLDERS
UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT
APPROVES THE ACTS OF THE SUPERVISORY BOARD DURING
THE FISCAL YEAR 2008/2009
5.5 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT PROF. DR. RENATE K OCHER,
MANAGING DIRECTOR OF THE INSTITUT DEMOSKOPIE
ALLENSBACH, RESIDENT IN CO NSTANCE, BE ELECTED
TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF
THE SHAREHO LDERS UNTIL THE END OF THE ANNUAL
GENERAL MEETING THAT APPROVES THE ACTS OF TH
E SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009
5.6 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT PROF. DR. DORIS SC HMITT-LANDSIEDEL,
PROFESSOR OF ELECTRICAL ENGINEERING AT THE TECHNICAL
UNIVERS ITY OF MUNICH, RESIDENT IN OTTOBRUNN,
BE ELECTED TO THE SUPERVISORY BOARD AS R EPRESENTATIVES
OF THE SHAREHOLDERS UNTIL THE END OF THE ANNUAL
GENERAL MEETING THAT APPROVES THE ACTS OF THE
SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2
009
5.7 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT PROF. DR. RER. NAT . MARTIN
WINTERKORN, CHAIRMAN OF THE MANAGING BOARD OF
AUDI AG AND MEMBER OF T HE MANAGING BOARD OF
VOLKSWAGEN AG, RESIDENT IN LENTING, BE ELECTED
TO THE SUP ERVISORY BOARD AS REPRESENTATIVES
OF THE SHAREHOLDERS UNTIL THE END OF THE ANN
UAL GENERAL MEETING THAT APPROVES THE ACTS OF
THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009
5.8 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management
OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD
APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END
OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY
BOARD PROPOSES THAT PROF. DR..ING. DR. -LNG.
E. H. KLAUS WUCHERER, MEMBER OF THE MANAGING
BOARD OF SIEMENS AG, RESIDE NT IN WINKEIHAID,
BE ELECTED TO THE SUPERVISORY BOARD AS REPRESENTATIVES
OF TH E SHAREHOLDERS UNTIL THE END OF THE ANNUAL
GENERAL MEETING THAT APPROVES THE A CTS OF THE
SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009
5.9 THE SUPERVISORY BOARD ALSO PROPOSES THAT DR. Management
ECKHART SUNNER, GENERAL COUNSEL A T BASF AG,
RESIDENT IN NEUSTADT, BE ELECTED SUBSTITUTE MEMBER
OFTHE SUPERVISOR Y BOARD SUBJECT TO THE FOLLOWING
PROVISOS: (I) THAT DR. SUNNER SERVES AS A MEM
BER OF THE SUPERVISORY BOARD IF A MEMBER OF THE
SUPERVISORY BOARD ELECTED BY T HE SHAREHOLDERS
LEAVES THE SUPERVISORY BOARD BEFORE THE END OF
HIS OR HER TERM OF OFFICE WITHOUT THE SHAREHOLDERS
MEETING HAVING ALREADY ELECTED A SUCCESSO R;
AND (II) THAT DR. SUNNER RESUMES HIS POSITION
AS SUBSTITUTE MEMBER IF A NEW ELECTION IS HELD
BY THE SHAREHOLDERS MEETING TO REPLACE A MEMBER
OF THE SUPE RVISORY BOARD WHO LEFT PREMATURELY
AND WAS INITIALLY REPLACED BY A SUBSTITUTE MEMBER;
THE COMPOSITION OF THE SUPERVISORY BOARD IS IN
ACCORDANCE WITH SECTION 96 PARAGRAPH 1 AND SECTION
101 PARAGRAPH 1 OF THE GERMAN STOCK CORPORATION
AC T (AKTG) IN COMBINATION WITH SECTION 7 PARAGRAPH
1 (2) OF THE GERMAN LAW ON CO -DETERMINATION
(MITBESTG). THE ANNUAL GENERAL MEETING IS NOT
BOUND TO ELECT TH E CANDIDATES PROPOSED
6. APPROVAL OF A DOMINATION AND PROFIT-AND-LOSS Management
TRANSFER AGREEMENT; THE SUPERVISO RY BOARD AND
THE MANAGING BOARD PROPOSE THAT THE DOMINATION
AND PROFIT. AND -L OSS TRANSFER AGREEMENT OF
NOVEMBER 2, 2004 BETWEEN LNFINEON TECHNOLOGIES
AG (T HE CONTROLLING COMPANY) AND LNFINEON TECHNOLOGIES
FINANCE GMBH, FORMERLY ACTIN G AS LNFINEON TECHNOLOGIES
MANTEL 13 GMBH, MUNICH (THE CONTROLLED COMPANY,
-IF TFI, WHICH IS WHOLLY OWNED BY LNFINEON TECHNOLOGIES
AG AND LNFINEON TECHNOLOGI ES AG-S WHOLLY-OWNED
SUBSIDIARY INFINEON TECHNOLOGIES HOLDING B.V.,
ROTTERDAM, BE APPROVED; THE PRINCIPAL TERMS OF
THE AGREEMENT ARE AS FOLLOWS: - IFTF PUTS ITS
MANAGEMENT UNDER THE CONTROL OF INFINEON TECHNOLOGIES
AG, WHICH IS AUTHOR IZED TO ISSUE INSTRUCTIONS
TO IFTF; - INFINEON TECHNOLOGIES AG SHALL ABSORB
TH E ANNUAL NET PROFIT OF IFTF THAT WOULD BE
ACHIEVED WITHOUT ANY PROFIT TRANSFER , MINUS
THE ALLOCATION TO OTHER RETAINED EARNINGS, FROM
OCTOBER 1, 2004. THE O THER RETAINED EARNINGS
ARE TO BE RELEASED AT THE REQUEST OF LNFINEON
TECHNOLOG IES AG; RETAINED EARNINGS CREATED PRIOR
TO THE DOMINATION AND PROFIT-AND-LOSS TRANSFER
AGREEMENT MAY NOT BE TRANSFERRED; - IFTF MAY
RETAIN EARNINGS ONLY INS OFAR AS FINANCIALLY
JUSTIFIED FROM THE PERSPECTIVE OF REASONABLE
BUSINESS ADMI NISTRATION PRINCIPLES; - INFINEON
TECHNOLOGIES AG WILL REIMBURSE ANY ANNUAL NE
T LOSS INCURRED BY IFIF FROM OCTOBER 1, 2004;
SECTION 302 OF THE GERMAN STOCK CORPORATION ACT
(AKTG) APPLIES AS APPROPRIATE TO THIS PROVISION;
- THE AGREEME NT COMES INTO FORCE UNDER CIVIL
LAW WITH THE PASSING OF THE APPROVAL RESOLUTIO
NS BY THE SHAREHOLDERS-MEETING OF IFTF AND BY
THE SHAREHOLDERS-MEETING OF INFI NEON TECHNOLOGIES
AG AND ENTRY IN THE COMMERCIAL REGISTER OF IFTF
AND APPLIES - WITH THE EXCEPTION OF THE RIGHT
TO ISSUE INSTRUCTIONS - WITH RETROSPECTIVE E
FFECT FROM OCTOBER 1, 2004. THE AGREEMENT MAY
NOT BE TERMINATED BEFORE SEPTEMB ER 30, 2009;
THEREAFTER IT MAY BE TERMINATED TO THE END OF
EACH BUSINESS YEAR OF IFTF SUBJECT IN EACH CASE
TO A PERIOD OF NOTICE OF ONE YEAR; THE SHAREHOLDE
RS - MEETING OF ELF APPROVED THE DOMINATION AND
PROFIT-AND-LOSS TRANSFER AGREE MENT ON NOVEMBER
2, 2004 IN NOTARIZED FORM; THE SHARES OF IFTF
ARE HELD EXCLUS IVELY BY LNFINEON TECHNOLOGIES
AG AND LNFINEON TECHNOLOGIES AG-S WHOLLY-OWNED
SUBSIDIARY LNFINEON TECHNOLOGIES HOLDING B.V.,
ROTTERDAM. THE ABSENCE OF ANY E XTERNAL SHAREHOLDERS
MEANS THAT INFINEON TECHNOLOGIES AG DOES NOT
HAVE TO PAY ANY COMPENSATION (SECTION 304 AKTG)
OR GUARANTEE ANY SETTLEMENT PAYMENTS (SECT ION
305 AKTG). THE AGREEMENT HAS BEEN REVIEWED BY
PRICEWATERHOUSECOOPERS GMBH, BERTIN, WHICH WAS
APPOINTED FOR THIS PURPOSE BY LG MUNICH AT THE
REQUEST OF T HE TWO CONTRACTING PARTIES; THE
FOLLOWING ARE HELD AVAILABLE FOR INSPECTION BY
SHAREHOLDERS AT INFINEON TECHNOLOGIES AG, ST.-MARTIN-STR.
53, 81669 MUNICH, A ND AT THE BUSINESS PREMISES
OF IFTF, ST.MARTIN-STR. 53, 81669 MUNICH: THE
DOMI NATION AND PROFIT-AND-LOSS TRANSFER AGREEMENT;
THE ANNUAL FINANCIAL STATEMENTS AND THE MANAGEMENT
REPORTS OF THE COMPANIES ENTERING INTO THE AGREEMENT
INSOF AR AS THESE DOCUMENTS HAVE TO BE PREPARED
PURSUANT TO THE APPLICABLE STATUTORY PROVISIONS
FOR EACH COMPANY S LAST THREE FISCAL YEARS; THE
REPORT ON THE DOMI NATION AND PROFIT-AND-LOSS
TRANSFER AGREEMENT PREPARED JOINTLY BY THE MANAGING
BOARD OF INFINEON TECHNOLOGIES AG AND THE SENIOR
MANAGEMENT OF IFTF; AND THE REPORT ON THE REVIEW
PREPARED BY PRICEWATERHOUSECOOPERS GMBH. THESE
DOCUMENTS WILL ALSO BE DISPLAYED AT THE ANNUAL
GENERAL MEETING OF LNFINEON TECHNOLOGIES AG
7. AMENDMENTS OF THE ARTICLES OF ASSOCIATION: THE Management
GERMAN FEDERAL GOVERNMENT IS CU RRENTLY IMPLEMENTING
ITS 10-POINT PROGRAM TO IMPROVE CORPORATE GOVERNANCE
AND INVESTOR PROTECTION ( ZUR STARKUNG DER UNTERNEHMENSINTEGRITAT
UND DES ANLEGERS CHUTZES ). WE WELCOME THE OBJECTIVES
OF THE PROGRAM WHOLEHEARTEDLY: SHAREHOLDE RS
MUST BE ABLE TO RELY ON THE ACCURACY AND COMPLETENESS
OF THE INFORMATION TH EY RECEIVE ABOUT COMPANIES.
MANAGEMENT MUST ACT IN THE INTERESTS OF THE OWNERS
OF THE COMPANY AND MAY NEVER MISLEAD THE OWNERS
WITH FALSE INFORMATION; THE P UBLIC DISCUSSION,
THE LAWS ALREADY PASSED AND THE DRAFTS OF THE
LEGISLATION ST ILL IN PLANNING, HOWEVER, ADDRESS
JUST THIS ONE ASPECT AND EVEN HERE FOCUS ONL
Y ON THE INFORMATION ORIGINATING FROM THE COMPANY
CONCERNED. THE DEBATE OFTEN FAILS TO ACKNOWLEDGE
THAT POTENTIAL INVESTORS ALSO RECEIVE A WEALTH
OF INFORMA TION ABOUT EACH PARTICULAR COMPANY
THAT ORIGINATES NOT FROM THE COMPANY ITSELF BUT
FROM OTHER PARTICIPANTS IN THE CAPITAL MARKET;
THE FACT THAT A SHAREHOLDE R IS FIRST AND FOREMOST
A PARTNER AND A CO-OWNER OF THE COMPANY IS ALSO
FREQUE NTLY OVERLOOKED: THROUGH HIS OR HER INVESTMENT
THE SHAREHOLDER ACTS TOGETHER W ITH HIS OR HER
FELLOW SHAREHOLDERS TO RAISE THE VALUE OF THE
COMPANY IN THEIR COMMON INTEREST AND THEREBY
ALSO TO RAISE THE VALUE OF HIS OR HER INDIVIDUAL
H OLDING. THIS COLLABORATIVE ASSOCIATION GIVES
SHAREHOLDERS RIGHTS, BUT ALSO PRO VIDES THE FOUNDATION
FOR THEIR DUTY OF FIDELITY, WHICH EQUATES ESSENTIALLY
TO THE UNWRITTEN BUT UNIVERSALLY ACKNOWLEDGED
OBLIGATION OF EACH SHAREHOLDER TO A CT WITH CONSIDERATION
FOR THE COMPANY AND HIS OR HER FELLOW SHAREHOLDERS;
WE W OULD LIKE TO SUBSTANTIATE THIS DUTY OF FIDELITY
FOR SHAREHOLDERS WITH TWO NEW ADDITIONS, SECTION
3 PARAGRAPHS 1 AND 2, TO OUR ARTICLES OF ASSOCIATION
IN ORD ER TO GIVE ALL SHAREHOLDERS A BETTER UNDERSTANDING
OF THEIR RIGHTS AND OBLIGAT IONS; WE ALSO INTEND
FOR THESE MEASURES TO PROTECT OUR SHAREHOLDERS,
TO THE EX TENT PERMITTED BY LAW, AGAINST THE
POSSIBILITY OF AN INDIVIDUAL SHAREHOLDER DI SREGARDING
FELLOW SHAREHOLDERS AND THE COMPANY AND INSTEAD
SEEKING TO OBTAIN S PECIAL BENEFITS TO THE DISADVANTAGE
OF THE COMPANY S ASSETS. IT SHOULD, IN PAR TICULAR,
BE IMPOSSIBLE FOR A SHAREHOLDER TO MISUSE A LEGAL
DISPUTE WITH THE CO MPANY ABOVE AND BEYOND HIS
OR HER LEGITIMATE CONCERNS IN ORDER PERSONALLY
TO E NRICH HIMSELF OR HERSELF OR THIRD PARTIES.
IF A SHAREHOLDER INFRINGES THE DUTY OF FIDELITY
AND IF THE COMPANY SUSTAINS A LOSS AS A RESULT,
THE SHAREHOLDER A CTING IN BREACH OF THE DUTY
OF FIDELITY MUST MAKE GOOD THE LOSS INCURRED
AND M UST DO SO PRIMARILY BY MEANS OF A CONTRIBUTION
TO THE COMPANY SUCH THAT THIS C ONTRIBUTION BENEFITS
ALL SHAREHOLDERS INDIRECTLY. THE PROPOSED AMENDMENT
OF TH E ARTICLES OF ASSOCIATION DOES NOT RESTRICT
THE LEGAL RIGHTS OF SHAREHOLDERS I N ANY WAY
AND IN PARTICULAR HAS NO BEARING WHATSOEVER ON
THEIR LEGAL RIGHT TO FULL AND ACCURATE INFORMATION
AND TO COMPENSATION IN THE EVENT OF ANY CONTRAVE
NTION OF THE COMPANY S DUTY TO PROVIDE FULL AND
ACCURATE INFORMATION. IT IS OU R BELIEF, MOREOVER,
THAT IT IS IN THE INTERESTS OF ALL SHAREHOLDERS,
AS CO-OWN ERS OF THE COMPANY, IF ANY LEGAL DISPUTES
BETWEEN SHAREHOLDERS AND THE COMPANY THAT MIGHT
ARISE IN CONNECTION WITH THE PARTNERSHIP OR THE
INVESTMENT IN THE COMPANY COULD BE RESOLVED IN
THE COMPANY S ORDINARY PLACE OF JURISDICTION.
THE PROVISION PROPOSED IN THE NEW SECTION 3 PARAGRAPH
3 OF OUR ARTICLES OF ASSOCI ATION PROMOTES, TO
THE EXTENT PERMITTED BY LAW, THE GREATEST POSSIBLE
CONCORDA NCE OF VERDICTS IN SITUATIONS WHERE
MULTIPLE SIMILAR CASES ARE PROCEEDING IN P ARALLEL.
THE REGULATION IS ALSO INTENDED, WHERE POSSIBLE,
TO EXCLUDE THE POSSI BILITY OF A CLAIM BEING
FILED AGAINST THE COMPANY WITH A COURT THAT IS
REMOTE FROM THE FACTS OR LEGAL CIRCUMSTANCES
INVOLVED AND THEREFORE CANNOT ENSURE EFF ICIENT
PROCEEDINGS; WE PROPOSE, IN ADDITION, TO MAKE
IT CLEAR IN THE ARTICLES OF ASSOCIATION THAT
COMPANY ANNOUNCEMENTS ARE MADE IN THE ELECTRONIC
VERSION O F THE GERMAN FEDERAL GAZETTE UNLESS
OTHER PROVISIONS MANDATE THE USE OF OTHER MODES
OF PUBLICATION; AMENDMENTS OF THE ARTICLES OF
ASSOCIATION : THE SUPERVIS ORY BOARD AND THE
MANAGING BOARD THEREFORE PROPOSE THAT THE FOLLOWING
RESOLUTI ONS BE APPROVED: A. THE EXISTING SECTION
3 ( ANNOUNCEMENTS ) IS ANNULLED AND R EPLACED
WITH THE FOLLOWING TEXT: SECTION 3 DUTY OF FIDELITY;
PLACE OF JURISDI CTION (1) EVERY SHAREHOLDER,
BY VIRTUE OF HIS OR HER INVOLVEMENT IN THE CORPO
RATION, HAS A DUTY TO THE COMPANY AND FELLOW
SHAREHOLDERS TO HAVE DUE REGARD F OR THE INTERESTS
OF THE COMPANY AND TO REFRAIN FROM ANY ARBITRARY
OR DISPROPOR TIONATE EXERCISE OF HIS OR HER RIGHTS.
HE OR SHE MUST IN PARTICULAR TAKE CARE IN THE
EVENT OF ANY LEGAL DISPUTE WITH THE COMPANY TO
GIVE DUE CONSIDERATION T O THE CONCERNS OF THE
COMPANY; (2) IF A SHAREHOLDER INFRINGES AGAINST
THE DUTY OF FIDELITY EITHER THROUGH NEGLIGENCE
OR, IN THE CASE OF EXERCISING VOTING RI GHTS,
WITH INTENT, HE OR SHE SHALL BE LIABLE FOR COMPENSATION.
IF AN INFRINGEM ENT OF THE DUTY OF FIDELITY CAUSES
A FELLOW SHAREHOLDER TO SUFFER A LOSS SUCH THAT
THE VALUE OF HIS OR HER INVESTMENT IS REDUCED
AS A RESULT OF A LOSS IMPOS ED ON THE COMPANY,
HE OR SHE MAY ONLY DEMAND COMPENSATION IN THE
FORM OF THE M AKING GOOD OF THE LOSS IMPOSED
ON THE COMPANY IN THE COMPANY S ASSETS. HE OR
S HE MAY ONLY DEMAND COMPENSATION FOR THE LOSS
IN VALUE OF THE INVESTMENT IN THE FORM OF A CONTRIBUTION
TO HIS OR HER PRIVATE ASSETS IF THE COMPANY IS
INSOLVE NT OR IN LIQUIDATION AND THE COMPENSATORY
PAYMENT IS NOT REQUIRED FOR OTHER ME ASURES TO
SATISFY CREDITORS OF THE COMPANY; (THE ACT OF
SUBSCRIBING FOR OR PUR CHASING SHARES OR TEMPORARY
CERTIFICATES MAKES THE SHAREHOLDER SUBJECT EXCLUSI
VELY TO THE ORDINARY PLACE OF JURISDICTION OF
THE COMPANY FOR ALL DISPUTES WIT H THE COMPANY
OR ITS BODIES THAT ARISE IN CONNECTION WITH THE
INVOLVEMENT IN T HE CORPORATION UNLESS PROHIBITED
BY MANDATORY STATUTORY PROVISIONS, ESPECIALLY
PROVISIONS GOVERNING JURISDICTIONS, APPLYING
AT THE PLACE OF THE COMPANY DOMI CILE FROM TIME
TO TIME. CLAUSE 1 ALSO APPLIES IN RESPECT OF
DISPUTES RESULTING FROM THE SHAREHOLDER INVESTMENT
AND THE ACQUISITION, HOLDING OR SURRENDER THE
REOF; B. A NEW PARAGRAPH 4 IS TO BE ADDED TO
SECTION 1 OF THE ARTICLES OF ASSO CIATION; THE
TITLE OF SECTION 1 HAS ALSO TO BE CHANGED AS
A RESULT; SECTION 1 REMAINS UNCHANGED IN ALL
OTHER RESPECTS; THE AMENDED PARTS OF SECTION
1 ARE AS FOLLOWS: SECTION 1 COMPANY, DOMICILE,
BUSINESS YEAR, ANNOUNCEMENTS ; (II) C OMPANY
ANNOUNCEMENTS ARE MADE IN THE ELECTRONIC VERSION
OF THE GERMAN FEDERAL GAZETTE (ELEKTRONISCHER
BUNDESANZEIGER) UNLESS MANDATORY STATUTORY PROVISIONS
REQUIRE THEM TO BE MADE IN THE PRINTED VERSION
OF THE GERMAN FEDERAL GAZETTE O R IN OTHER MEDIA
* PLEASE NOTE THE REVISED BLOCKING CONDITION Non-Voting
COMMENT AS PER THE INFORMATION RE CEIVED FROM
THE ISSUER COMPANY. THANK YOU
* PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
MACQUARIE GOODMAN INDUSTRIAL TRUST EGM Meeting Date: 01/25/2005
Issuer: Q5701C106 ISIN: AU000000MGI8
SEDOL: 6389178
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND THE EXISTING MGI CONSTITUTION AND THE AMENDED Management For
MGI CONSTITUTION WILL FACI LITATE THE STAPLING
OF MGI UNITS TO MGM SHARES AND AUTHORIZE THE
MGF TO CARRY OUT THE STEPS REQUIRED TO IMPLEMENT
THE MERGER
S.2 AUTHORIZE THE MGF TO CARRY OUT THE MERGER AND Management For
DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE
TERMS OF THE MERGER IMPLEMENTATION AGREEMENT
AND THIS RESOLUTION EFFECTIVELY CONSTITUTES A
GENERAL APPROVAL OF THE MERGER AND THE GRANT
OF AN AUTHORITY TO UNDERTAKE THE NECESSARY STEPS
TO HAVE THE MERGER IMPLEMENTED
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
TOWER LTD SGM Meeting Date: 01/25/2005
Issuer: Q91555104 ISIN: NZTWRE0001S3
SEDOL: 6174299, 6175441, 6179249
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, FOR THE PURPOSES OF AN ORDER OF THE Management For
HIGH COURT OF NEW ZEALAND MADE ON 23 NOV 2004,
THE COMPANIES ACT 1993 AND TOWER S CONSTITUTION,
WITHOUT LIMITAT ION, THAT: A) THE TOWER TRANSFER
ALL OF ITS SHARES IN AUSTRALIAN WEALTH MANAGE
MENT LIMITED AWM TO TOWER SHAREHOLDERS, ON
THE BASIS OF 0.2908 AWM SHARES FO R EVERY TOWER
SHARE HELD; AWM SHARES WILL BE TRANSFERRED TO
THOSE TOWER SHAREH OLDERS WHOSE ADDRESS IS RECORDED
IN TOWER S SHARE REGISTER ON 14 FEB 2005 AS B
EING IN NEW ZEALAND OR AUSTRALIA; TOWER WILL
TRANSFER AWM SHARES FOR ALL OTHER TOWER SHAREHOLDERS
TO A NOMINEE WHO WILL ENDEAVOUR TO SELL THEM
AND ACCOUNT T O EACH SUCH TOWER SHAREHOLDER FOR
THE PROCEEDS; B) THE TOWER ACQUIRE 0.1350 TO
WER SHARES FOR EVERY TOWER SHARE HELD BY EACH
TOWER SHAREHOLDER; C) THE TOWER CANCEL THOSE
TOWER SHARES ACQUIRED AS ACQUIRED UNDER POINT
(B); D) THE TOWER B E APPOINTED AS AUTHORIZED
AGENT AND ATTORNEY FOR AND OF EACH TOWER SHAREHOLDER
, TO EXECUTE ALL DOCUMENTS AND DO ALL THINGS
WHICH TOWER REASONABLY CONSIDERS NECESSARY OR
DESIRABLE TO BE EXECUTED OR DONE BY EACH SUCH
TOWER SHAREHOLDER, TO EFFECT THE PROPOSAL, INCLUDING
BUT NOT LIMITED TO: I) AGREEING TO BECOME A SHAREHOLDER
OF AWM; AND II) ARRANGING FOR EACH SHAREHOLDER
TO BE REGISTERED AS HOLDER OF AWM SHARES, PURSUANT
TO SECTION 231 OF THE CORPORATIONS ACT 2001 (A
USTRALIA); E) THE TOWER OR ANY OF ITS SUBSIDIARIES
ENTER INTO A TRANSITION S ERVICES AGREEMENT
WITH AWM OR ANY OF ITS SUBSIDIARIES TO PROVIDE
AWM OR ANY OF ITS SUBSIDIARIES WITH ONGOING
SERVICES FOR A LIMITED PERIOD OF TIME, ON C OMMERCIAL
ARMS-LENGTH TERMS, AS ARE REASONABLY DETERMINED
BY THE BOARD OF TOWE R
2. APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For
S.1, FOR THE PURPOSES OF THE NEW ZEALAND EXCHANGE
LIMITED NZX LISTING RULES AND TOWER S CONSTITUTION:
A) THE ENTRY BY AWM AND TOWER INTO AN UNDERWRITING
AGREEMENT WITH GUINNESS PEAT GROU P PLC GPG
, UNDER WHICH IT WILL UNDERWRITE THE OFFER OF
AWM SHARES UNDER THE ENTITLEMENTS OFFER, ON THE
TERMS AS SPECIFIED; AND B) THE ALLOTMENT OF AWM
SHA RES TO GPG OR ANY ASSOCIATED PERSON OF GPG
IN ACCORDANCE WITH THE TERMS OF T HE UNDERWRITING
AGREEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
MITCHELLS & BUTLERS PLC AGM Meeting Date: 01/26/2005
Issuer: G61614114 ISIN: GB0033839910
SEDOL: 3383991
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For
THE YE 25 SEP 2004, TOGETHER WI TH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
2. APPROVE THE REMUNERATION REPORT FOR THE YE 25 Management For
SEP 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4.a RE-APPOINT MR. MIKE BRAMLEY AS A DIRECTOR OF Management For
THE COMPANY
4.b RE-APPOINT MR. ROGER CARR AS A DIRECTOR OF THE Management For
COMPANY
4.c RE-APPOINT MR. DRUMMOND HALL AS A DIRECTOR OF Management For
THE COMPANY
5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY UNTIL THE NEXT GEN ERAL MEETING
AT WHICH THE ACCOUNTS ARE TO BE LAID
6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For
AGREE THE AUDITOR S REMUNERATION
7. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For
WITH SECTION 80 OF THE COMPANIES ACT, 1985 AND
WITHIN THE TERMS OF ARTICLE 14 OF THE ARTICLES
OF ASSO CIATION OF THE COMPANY, TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINA L AMOUNT
OF GBP 12,369,740; AUTHORITY EXPIRES EARLIER
AT THE AGM IN 2006 OR 2 6 APR 2006
S.8 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ALL EXISTING AUTHORITY, TO ALLOT EQUITY SECURITIES
WHOLLY FOR CASH PURSUANT TO ANY AUTHORITY IN
FORCE UNDER SEC TION 80 OF THE COMPANIES ACT
1985 AND WITHIN THE TERMS OF ARTICLE 14 OF THE
AR TICLES OF ASSOCIATION OF THE COMPANY, DISAPPLYING
THE STATUTORY PRE-EMPTION RI GHTS SECTION 89(1)
: I) IN CONNECTION WITH A RIGHTS ISSUE AS SPECIFIED;
B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,855,460
WHICH SHALL CEASE TO HAVE EFF ECT WITHOUT PREJUDICE
TO ANY ALLOTMENT OF SECURITIES PURSUANT THERETO;
AUTHOR ITY EXPIRES EARLIER AT THE AGM IN 2006
OR 26 APR 2006
S.9 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For
WITH ARTICLE 11 OF THE COM PANY S ARTICLES OF
ASSOCIATION, TO MAKE MARKET PURCHASES SECTION
163(3) OF TH E COMPANIES ACT 1985 OF UP TO 52,389,740
ORDINARY SHARES OF 7.5P EACH IN THE CAPITAL OF
THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE
OF 7.5P AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR AN ORDINARY SHARE DERIVED
FR OM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 26 APR 2006 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFT ER SUCH EXPIRY
10. APPROVE TO AMEND THE RULES OF THE SHORT TERM Management For
DEFERRED INCENTIVE PLAN PLAN AN D AUTHORIZE
THE BOARD OF DIRECTORS TO DO ALL THAT IS NECESSARY
TO GIVE EFFECT TO THESE AMENDMENTS
11. AUTHORIZE: I) THE COMPANY, TO MAKE DONATIONS Management For
TO EU POLITICAL ORGANIZATIONS UP TO AN AMOUNT
OF GBP 50,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO AN AMOU NT OF GBP 50,000, AND II) MITCHELLS
& BUTLERS RETAIL LTD, BEING A WHOLLY-OWNED SUBSIDIARY
OF THE COMPANY TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS UP NT OF GBP 50,000; PROVIDED THAT
THE AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND
EXPENDITURE NOT EXCEEDING GBP 50,000 DURING THE
BEGINNING PERIOD; AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM IN 2006 OR 26 APR 2006
- ------------------------------------------------------------------------------------------------------------------------------------
PUNCH TAVERNS PLC, BURTON UPON TRENT STAFFORDSHIRE AGM Meeting Date: 01/26/2005
Issuer: G73003108 ISIN: GB0031552861
SEDOL: 3155286
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ANNUAL REPORT AND THE Management For
FINANCIAL STATEMENTS OF THE COMP ANY FOR THE
YE 21 AUG 2004
2. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
3. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For
FOR THE YE 21 AUG 2004
4. DECLARE A FINAL DIVIDEND OF 6.1 PENCE PER ORDINARY Management For
SHARE OF THE COMPANY
5. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT 19 85 1985 ACT : A)
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
IN AGGREGATE NOT EXCEEDING GBP 50,000; AND B)
TO INCUR EU POLITICAL EXPENDITURE IN AGGREGA
TE NOT EXCEEDING GBP 50,000; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS
6. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION
80 OF THE 1985 ACT, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE 1985 ACT UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 39,546 33% OF THE COMP
ANY S ORDINARY SHARES IN ISSUE AS AT 01 DEC 2004;
AUTHORITY EXPIRES THE EARLI ER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ;
AND THE DIR ECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PUR SUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
7. ELECT MR. ADRIAN FAWCETT AS A DIRECTOR OF THE Management For
COMPANY
8. ELECT MR. JONATHAN PAVELEY AS A DIRECTOR OF THE Management For
COMPANY
9. ELECT MR. MARTIN GLENN AS A DIRECTOR OF THE COMPANY Management For
10. ELECT MR. IAN FRASER AS A DIRECTOR OF THE COMPANY Management For
11. ELECT MR. ROBERT MCDONALD AS A DIRECTOR OF THE Management For
COMPANY
12. ELECT MR. PHIL COX AS A DIRECTOR OF THE COMPANY Management For
S.13 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION
95 OF THE 1985 ACT, TO ALLOT EQUITY SECURITIES
SECTION 94 OF TH E 1985 ACT FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 6 AND/O
R WHERE SUCH AN ALLOTMENT OF EQUITY CONSTITUTES
AN ALLOTMENT OF EQUITY SECURIT IES BY VIRTUE
OF SECTION 94(3A) OF THE 1985 ACT, DISAPPLYING
THE STATUTORY PRE -EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
AL LOTMENT OF EQUITY SECURITIES: A) IN CONNECTION
WITH AN OFFER OF SUCH SECURITIE S BY WAY OF RIGHTS
TO ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 5,991; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS ; AND THE DIRECTORS
MAY ALLOT RELEVANT SE CURITIES IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT AS IF THE AUTHORITY
CONFER RED HEREBY HAD NOT EXPIRED
S.14 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
166 OF THE COMPANIES ACT 198 5 ACT, TO MAKE MARKET
PURCHASES SECTION 163 OF THE 1985 ACT OF UP
TO 25,039, 523 ORDINARY SHARES, AT A PRICE NOT
LESS THAN THE NOMINAL VALUE OF SUCH SHARE AND
NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDDLE
MARKET QUOTATIONS FOR SUC H SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 18 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHO LLY OR PARTLY AFTER SUCH EXPIRY
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
FRASER & NEAVE LTD AGM Meeting Date: 01/27/2005
Issuer: Y2642C122 ISIN: SG1O43912722
SEDOL: 6689458
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For
AND THE AUDITED FINANCIAL STATEM ENTS FOR THE
YE 30 SEP 2004
2. APPROVE A FINAL DIVIDEND OF 35 CENTS PER SHARE, Management For
BEING AFTER DEDUCTION OF SINGA PORE TAX IN RESPECT
OF THE YE 30 SEP 2004
3.a RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For
COMPANIES ACT, CHAPTER50, DR. MI CHAEL FAM AS
A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE
UNTIL THE NEXT AGM OF THE COMPANY
3.b RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For
COMPANIES ACT, CHAPTER 50, MR. L EE EK TIENG
AS A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE
UNTIL THE NEXT AG M OF THE COMPANY
3.c RE-APPOINT MR. STEPHEN LEE AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATI ON
4. APPROVE THE DIRECTORS FEES OF SGD 547,000 PAYABLE Management For
BY THE COMPANY FOR THE YE 3 0 SEP 2005
5. RE-APPOINT THE AUDITOR FOR THE ENSUING YEAR AND Management For
AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For
I) ISSUE SHARES IN THE CAPITAL O F THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR II ) MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS (COLLECTIVELY, INSTRUMENTS) THAT MIGHT
OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING
BUT NOT LIMITED TO THE CREATION AND ISSUE OF
AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES
OR OTHE R INSTRUMENTS CONVERTIBLE INTO SHARES,
AT ANY TIME AND UPON SUCH TERMS AND CON DITIONS
AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS
THE DIRECTORS MAY IN THEI R ABSOLUTE DISCRETION
DEEM FIT; AND B) NOTWITHSTANDING THE AUTHORITY
CONFERRE D BY THIS RESOLUTION MAY HAVE CEASED
TO BE IN FORCE ISSUE SHARES IN PURSUANCE OF
ANY INSTRUMENTS MADE OR GRANTED BY THE DIRECTORS
WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED
THAT : 1) THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED PURS UANT TO THIS RESOLUTION INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUM ENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 50% OF THE I SSUED SHARE CAPITAL
OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH
SUB-PARAG RAPH (2) BELOW , OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED OTHER TH AN ON
A PRO RATA BASIS TO SHAREHOLDERS OF THE COMPANY
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS
RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AS CALCULATE D
IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW ;
2) SUBJECT TO SUCH MANNER OF C ALCULATION AS
MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES
TRADING L IMITED SGX-ST ) FOR THE PURPOSE OF
DETERMINING THE AGGREGATE NUMBER OF SHARE S THAT
MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE,
THE PERCENTAGE OF ISSUED S HARE 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 FR OM THE
CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES
OR SHARE OPTIONS O R 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 CONFERRED BY THIS RESOLUTION,
THE COMPA NY SHALL COMPLY WITH THE PROVISIONS
OF THE LISTING MANUAL OF THE SGX-ST FOR TH E
TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS
BEEN WAIVED BY THE SGX-ST A ND THE ARTICLES
OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY;
AUTHORITY E XPIRES EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE DATE B
Y WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY LAW TO BE HELD
7. APPROVE TO ALLOT AND ISSUE FROM TIME TO TIME Management For
SUCH NUMBER OF ORDINARY SHARES IN THE CAPITAL
OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EX ERCISE OF OPTIONS UNDER THE
FRASER AND NEAVE, LIMITED EXECUTIVES
SHARE OPTION SCHEME BY THE DIRECTORS
8. APPROVE TO OFFER AND GRANT OPTIONS IN ACCORDANCE Management Against
WITH THE PROVISIONS OF THE FR ASER AND NEAVE,
LIMITED EXECUTIVES SHARE OPTION SCHEME
1999 THE 1999 SCHEME AND TO ALLOT AND ISSUE
SUCH NUMBER OF ORDINARY SHARES AS MAY BE ISSUED
PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE
1999 SCHEME, PROVIDED ALWAYS TH AT THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE
1999 SCHEME SHA LL NOT EXCEED 15% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME
9. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
DR.ING. H.C. F.PORSCHE AG AGM Meeting Date: 01/28/2005
Issuer: D61577108 ISIN: DE0006937733
SEDOL: 4696784, 7101069
- ------------------------------------------------------------------------------------------------------------------------------------
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
1. RECEIVE THE COMPANY S ANNUAL EARNINGS AND THE Non-Voting
CONSOLIDATED EARNINGS AND THE RE PORT OF THE
SUPERVISORY BOARD FOR 2003/2004
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting
PROFIT OF EUR 244,000,000 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 3.94 PER ORDINARY SHARE;
EUR 4 PER PREFERR ED SHARE; EUR 174,525,000 SHALL
BE ALLOCATED TO THE REVENUE RESERVES; AND EX-D
IVIDEND AND PAYABLE DATE: 31 JAN 2005
3. RATIFY THE ACTS OF THE MANAGING BOARD Non-Voting
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5.1 ELECT DR. FERDINAND OLIVER PORSCHE AS THE OFFICER Non-Voting
OF THE SUPERVISORY BOARD
5.2 ELECT DR. H.C. WALTHER ZUEGEL AS THE OFFICER Non-Voting
OF THE SUPERVISORY BOARD
6. APPROVE TO CHANGE ARTICLE 2 PART 1 OF THE STATUE Non-Voting
7. ELECT ERNST AND YOUNG AG, STUTTGART AS THE AUDITORS Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
EDP-ENERGIAS DE PORTUGAL SA, LISBOA EGM Meeting Date: 01/31/2005
Issuer: X67925119 ISIN: PTEDP0AM0009 BLOCKING
SEDOL: 4103596, 4104061
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECT THE AUDITOR AND THE ALTERNATE AUDITOR Management
2. RATIFY THE DIRECTOR S CO-OPTATION Management
3. ELECT 2 NEW DIRECTORS Management
- ------------------------------------------------------------------------------------------------------------------------------------
NATIONAL AUSTRALIA BANK LTD AGM Meeting Date: 01/31/2005
Issuer: Q65336119 ISIN: AU000000NAB4
SEDOL: 0624604, 5709711, 6624330, 6624534, 6624608
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE REMOVAL OF MRS. C.M. WALTER AS A DIRECTOR Management
2.1 APPROVE THE REMOVAL OF MRS. C.M. WALTER AS A DIRECTOR Management
2.2 APPROVE THE STAGED REMOVAL OF MR. G. KRAEHE AS Management
A DIRECTOR
2.3 APPROVE THE REMOVAL OF DR. K. MOSS AS A DIRECTOR Management
2.4 APPROVE THE STAGED REMOVAL OF DR. B. CLARK AS Management
A DIRECTOR
2.5 APPROVE THE STAGED REMOVAL OF MR. M.J.G. THORN Management
AS A DIRECTOR
2.6 APPROVE THE STAGED REMOVAL OF DR. E. TWEDDELL Management
AS A DIRECTOR
2.7 APPROVE THE STAGED REMOVAL OF MR. P. DUNCAN AS Management
A DIRECTOR
2.8 APPROVE THE STAGED REMOVAL OF MR. G. TOMLINSON Management
AS A DIRECTOR
3.1 APPROVE TO CENSURE THE BOARD Management
3.2 APPROVE THE REQUEST TO SEARCH FOR THE CHAIRMAN Management
3.3 APPROVE THE REMOVAL OF MRS. C.M. WALTER AS A DIRECTOR Management
3.4 APPROVE THE STAGED REMOVAL OF MRS. C.M. WALTER Management
AS A DIRECTOR
3.5 APPROVE THE STAGED REMOVAL OF DR. K. MOSS AS Management
A DIRECTOR
3.6 APPROVE THE STAGED REMOVAL OF DR. B. CLARK AS Management
A DIRECTOR
3.7 APPROVE THE STAGED REMOVAL OF MR. J.G. THORN Management
AS A DIRECTOR
3.8 APPROVE THE STAGED REMOVAL OF MR. DR. E. TWEDDELL Management
AS A DIRECTOR
3.9 APPROVE THE STAGED REMOVAL OF MR. P. DUNCAN AS Management
A DIRECTOR
3.10 APPROVE THE STAGED REMOVAL OF MR. G. TOMLINSON Management
AS A DIRECTOR
3.11 APPROVE THE STANDING FOR RE-ELECTION AS A DIRECTOR Management
3.12 APPROVE THE CALL TO FOREGO RETIREMENT ALLOWANCES Management
3.13 APPROVE THE CALL FOR STATEMENT BY DIRECTORS REGARDING Management
RETIREMENT ALLOWANCES
- ------------------------------------------------------------------------------------------------------------------------------------
NATIONAL AUSTRALIA BANK LTD AGM Meeting Date: 01/31/2005
Issuer: Q65336119 ISIN: AU000000NAB4
SEDOL: 0624604, 5709711, 6624330, 6624534, 6624608
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE CHAIRMAN S ADDRESS, A PRESENTATION Non-Voting Non-Vote Proposal
BY THE MANAGING DIRECTOR & CHIE F EXECUTIVE OFFICER
AND AN ADDRESS BY THE CHAIRMAN OF THE HUMAN RESOURCES
COMM ITTEE
2. RECEIVE THE FINANCIAL REPORT AND THE DIRECTORS Non-Voting Non-Vote Proposal
REPORT TOGETHER WITH THE AUDIT OR S REPORT FOR
THE YE 30 SEP 2004
3.1 RE-ELECT MR. GRAHAM J. KRAEHE AS A DIRECTOR OF Management For
THE NATIONAL, WHO RETIRES IN AC CORDANCE WITH
ARTICLE 10.3 OF THE NATIONAL S CONSTITUTION
3.2.a ELECT MR. MICHAEL A. CHANEY AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF
THE NATIONAL S CONSTITUTION
3.2.b ELECT MR. ROBERT G. ELSTONE AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF
THE NATIONAL S CONSTITUTION
3.2.c ELECT MR. AHMED FAHOUR AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 1 0.13 OF THE NATIONAL
S CONSTITUTION
3.2.d ELECT MR. DANIEL T. GILBERT AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF
THE NATIONAL S CONSTITUTION
3.2.e ELECT MR. PAUL J. RIZZO AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 10.13 OF THE NATIONAL
S CONSTITUTION
3.2.f ELECT MS. JILLIAN S. SEGAL AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTIC LE 10.13 OF
THE NATIONAL S CONSTITUTION
3.2.g ELECT MR. MICHAEL J. ULLMER AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF
THE NATIONAL S CONSTITUTION
3.2.h ELECT MR. G. MALCOLM WILLIAMSON AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH ARTICLE 10.13
OF THE NATIONAL S CONSTITUTION
4. APPROVE THAT MR. GEOFFREY TOMLINSON BE REMOVED Management For
FROM OFFICE AS A DIRECTOR OF TH E NATIONAL AUSTRALIA
BANK
5. APPOINT ERNST & YOUNG AS THE AUDITOR OF THE NATIONAL, Management For
SUBJECT TO THE AUSTRALIA N SECURITIES & INVESTMENTS
COMMISSION GRANTING THEIR APPROVAL TO THE RESIGNATI
ON OF KPMG AS AUDITOR OF THE NATIONAL
6. APPROVE THE GRANT OF PERFORMANCE OPTIONS, PERFORMANCE Management For
RIGHTS AND SHARES TO THE MANAGING DIRECTOR &
CHIEF EXECUTIVE OFFICER, MR. J.M. STEWART AS
SPECIFIED UN DER THE : NATIONAL AUSTRALIA BANK
EXECUTIVE SHARE OPTION PLAN NO. 2; NATIONAL AUSTRALIA
BANK PERFORMANCE RIGHTS PLAN; AND NATIONAL AUSTRALIA
BANK STAFF SHAR E OWNERSHIP PLAN7
S.7 APPROVE THE TERMS AND CONDITIONS OF THE SELECTIVE Management For
BUY-BACK SCHEME RELATING TO THE PREFERENCE SHARES
ASSOCIATED WITH THE NATIONAL INCOME SECURITIES
AS SPECIF IED
* PLEASE NOTE THAT THE NATIONAL WILL DISREGARD Non-Voting Non-Vote Proposal
ANY VOTES CAST ON: RESOLUTION 6 B Y ANY DIRECTOR
OF THE NATIONAL OR NAY OF THEIR ASSOCIATES; AND
RESOLUTION 7 BY ANY PERSON WHO HOLDS PREFERENCE
SHARES ASSOCIATED WITH THE NATIONAL INCOME SE
CURITIES AND WHOSE PREFERENCE SHARES MAY THEREFORE
BE BOUGHT BACK, OR BY ANY O F THOSE PERSON ASSOCIATES.
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.
- ------------------------------------------------------------------------------------------------------------------------------------
DATACRAFT ASIA LTD AGM Meeting Date: 02/01/2005
Issuer: Y1997C109 ISIN: SG1A79009654
SEDOL: 5563218, 6246831
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS FOR THE FYE 3 0 SEP 2004, TOGETHER
WITH THE AUDITORS REPORT THEREON
2. RE-ELECT DR. SEET AI MEE AS A DIRECTOR, WHO RETIRES Management For
UNDER THE PROVISIONS OF AR TICLE 104 OF THE ARTICLES
OF ASSOCIATION AND WILL REMAIN AS A MEMBER OF
THE AU DIT COMMITTEE IF ELECTED AS A DIRECTOR
3. RE-ELECT MR. WILLIAM BRUCE GRAHAME PADFIELD AS Management For
A DIRECTOR, WHO RETIRES UNDER T HE PROVISIONS
OF ARTICLE 104 OF THE ARTICLES OF ASSOCIATION
4. RE-ELECT MR. JEREMY JOHN ORD AS A DIRECTOR, WHO Management For
RETIRES UNDER THE PROVISIONS O F ARTICLE 108
OF THE ARTICLES OF ASSOCIATION
5. RE-ELECT MR. JOSUA MALHERBE AS A DIRECTOR, WHO Management For
RETIRES UNDER THE PROVISIONS OF ARTICLE 108 OF
THE ARTICLES OF ASSOCIATION
6. RE-APPOINT MR. FRANK YUNG-CHENG YUNG AS A DIRECTOR, Management For
WHO RETIRES UNDER SECTION 153(6) OF THE COMPANIES
ACT, CHAPTER 50
7. APPROVE TO PAY THE DIRECTORS FEES OF SGD 375,000 Management For
FOR THE FY FROM 01 OCT 2004 TO 30 SEP 2005
8. RE-APPOINT MESSRS DELOITTE & TOUCHE AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTOR S TO FIX THEIR REMUNERATION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50 AND THE
RULES OF THE LISTING MANUAL OF THE SINGAPORE
EXCHANGE SECURITIES T RADING LIMITED SGX-ST
: I) TO: I) ISSUE SHARES IN THE CAPITAL OF THE
COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS
OR OTHERWISE ; AND/OR II) MAKE OR GRANT OFFERS,
AGREEMENTS OR OPTIONS COLLECTIVELY INSTRUMENTS
THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED,
INCLUDING BUT NOT LIMITED TO THE CREATION AND
ISSUE OF WARRANTS, DEBENTURES OR OTHER INSTRUMENTS
CONVERTIBLE OR EXCHANGE ABLE INTO SHARES, AT
ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND
FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE
DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM
FIT; AND II) NOTWITHSTANDING THE AUTHORITY CONFERRED
BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE
TO ISSUE SHARES IN PURSUANCE OF ANY INSTRUMEN
T MADE OR GRANTED BY THE DIRECTORS WHILE THIS
RESOLUTION WAS IN FORCE, PROVIDE D THAT: 1) THE
AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT
TO THIS RESOLU TION INCLUDING SHARES TO BE ISSUED
IN PURSUANCE OF INSTRUMENTS MADE OR GRANTE D
PURSUANT TO THIS RESOLUTION BUT EXCLUDING SHARES
WHICH MAY BE ISSUED PURSUAN T TO ANY ADJUSTMENTS
EFFECTED UNDER ANY RELEVANT INSTRUMENT , DOES
NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AS CALCULATED IN ACCORDANCE WI TH
SUB-POINT 2) BELOW , OF WHICH THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED O THER THAN ON A PRO RATA
BASIS TO THE SHAREHOLDERS OF THE COMPANY INCLUDING
SH ARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION BUT
EXCLUDING SHARES WHICH MAY BE ISSUED PURSUANT
TO ANY ADJUSTMEN TS EFFECTED UNDER ANY RELEVANT
INSTRUMENT DOES NOT EXCEED 20% OF THE ISSUED
S HARE CAPITAL OF THE COMPANY AS CALCULATED
IN ACCORDANCE WITH SUB-POINT 2) BEL OW ; 2)
SUBJECT TO SUCH MANNER OF CALCULATION AS MAY
BE PRESCRIBED BY THE SGX -ST FOR THE PURPOSE
OF DETERMINING THE AGGREGATE NUMBER OF SHARES
THAT MAY BE ISSUED UNDER SUB-POINT 1) ABOVE:
I) THE PERCENTAGE OF ISSUED SHARE CAPITAL SH
ALL BE CALCULATED BASED ON THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT THE D ATE OF THE PASSING
OF THIS RESOLUTION AFTER ADJUSTING FOR: (AA)
NEW SHARES ARI SING FROM THE CONVERSION OR EXERCISE
OF ANY CONVERTIBLE SECURITIES AND SHARE O PTIONS
THAT HAVE BEEN ISSUED PURSUANT TO ANY PREVIOUS
SHAREHOLDER APPROVAL AND WHICH ARE OUTSTANDING
AS AT THE DATE OF THE PASSING OF THIS RESOLUTION;
AND ( BB) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION
OF SHARES; AND II) IN RELATION TO AN INSTRUMENT,
THE NUMBER OF SHARES SHALL BE TAKEN TO BE THAT
NUMBER AS WO ULD HAVE BEEN ISSUED HAD THE RIGHTS
THEREIN BEEN FULLY EXERCISED OR EFFECTED O N
THE DATE OF THE MAKING OR GRANTING OF THE INSTRUMENT;
3) IN EXERCISING THE A UTHORITY CONFERRED BY
THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH
THE PROVI SIONS OF THE LISTING MANUAL OF THE
SGX-ST FOR THE TIME BEING IN FORCE UNLESS SUCH
COMPLIANCE HAS BEEN WAIVED BY THE SGXST AND
THE ARTICLES OF ASSOCIATION FOR THE TIME BEING
OF THE COMPANY; AUTHORITY EXPIRES EARLIER AT
THE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY
OR THE DATE BY WHICH THE NEXT AGM OF THE COM
PANY IS REQUIRED BY LAW TO BE HELD
10. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
FROM TIME TO TIME IN ACCORD ANCE WITH THE PROVISIONS
OF THE DATACRAFT ASIA SHARE OPTION SCHEME 2003
SCHE ME 2003 , AND PURSUANT TO SECTION 161
OF THE COMPANIES ACT, CAP. 50, TO ALLOT AND ISSUE
FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE
CAPITAL OF THE COMPA NY THE SCHEME SHARES
AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO
THE EXERC ISE OF OPTIONS GRANTED UNDER THE DATACRAFT
ASIA SHARE OPTION SCHEME AND SCHEME 2003 AND
TO DO ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY
OR EXPEDIENT TO C ARRY THE SAME INTO EFFECT,
PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF
SCHEME SHARES SHALL NOT EXCEED 15% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY FROM T IME TO TIME
11. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT
AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES
IN THE COMPANY AS MAY BE REQUIRED TO BE ALLOTTED
AND ISSUED PURSUANT TO THE DATACRAFT SCRIP DIVIDEND
SCHEME
- ------------------------------------------------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------------------------------------------------
WOLTERS KLUWER NV OGM Meeting Date: 02/01/2005
Issuer: N9643A114 ISIN: NL0000395887
SEDOL: 5671519, 5671917, 5677238
- ------------------------------------------------------------------------------------------------------------------------------------
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. OPENING Non-Voting
2. APPROVE THE CORPORATE GOVERNANCE Non-Voting
3. ANY OTHER BUSINESS Non-Voting
4. CLOSURE Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
WOLTERS KLUWER NV OGM Meeting Date: 02/01/2005
Issuer: N9643A114 ISIN: NL0000395887 BLOCKING
SEDOL: 5671519, 5671917, 5677238
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 215046 DUE TO CHANGE IN VO TING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE CORPORATE GOVERNANCE Management
3. ANY OTHER BUSINESS Other
4. CLOSURE Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
GETRONICS NV EGM Meeting Date: 02/02/2005
Issuer: N3537K130 ISIN: NL0000355923 BLOCKING
SEDOL: 5971413, 5971424
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE EXPLANATION BY THE SUPERVISORY BOARD Management
ON THE INTENDED OFFER BY THE COMPANY FOR ALL
ISSUED AND OUTSTANDING ORDINARY SHARES IN THE
CAPITAL OF PINKR OCCADE N.V
3. APPROVE THE INTENDED OFFER FOR ALL ISSUED AND Management
OUTSTANDING ORDINARY SHARES IN T HE CAPITAL OF
PINKROCCARDE N.V
4. APPROVE THE INTENDED RIGHTS ISSUE Management
5. APPROVE TO EXTEND THE AUTHORITY OF THE BOARD Management
OF MANAGEMENT TO ISSUE SHARES WIT H THE AUTHORITY
TO LIMIT OR EXCLUDE THE STATUTORY PRE-EMPTION
RIGHTS
6. ANY OTHER BUSINESS Other
7. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
PATRICK CORPORATION LTD AGM Meeting Date: 02/03/2005
Issuer: Q7376V104 ISIN: AU000000PRK4
SEDOL: 5996193, 6505048
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT, THE Non-Voting Non-Vote Proposal
DIRECTORS REPORT AND THE AUDITO RS REPORT OF
THE COMPANY AND ITS CONTROLLED ENTITIES FOR THE
YE 30 SEP 2004
2.a RE-ELECT MR. EDWIN JOHN CLONEY AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES BY RO TATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
2.b ELECT MR. MAURICE JAMES AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC EGM Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING THE Management
PROPOSED CANCELLATION OF SCHEM E SHARES FOR THE
PURPOSE OF REORGANIZATION OF SHARE CAPITAL
2. ADOPT THE NEW ARTICLES OF THE COMPANY TO REPLACE Non-Voting
THE EXISTING ARTICLES, CONDIT IONALLY UPON THE
APPROVAL OF ANY VARIATION OF THE RIGHTS FOR ORDINARY
SHARES A ND CONVERTIBLE SHARES IN SEPARATE CLASS
MEETINGS
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC CRT Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING PROPOSED Management
CANCELLATION OF SCHEME SH ARES FOR THE PURPOSE
OF REORGANIZATION OF THE SHARE CAPITAL
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC SEP Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
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 215452 DUE TO RECEIPT OF R ECORD DATE. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal
STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS
FOLLOWING THE MERGER OF GRANADA AND CARLTON.
PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS
OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D
TO VOTE THE RESOLUTIONS. THANK YOU.
E.1 APPROVE AND SANCTION THE VARIATION OF RIGHTS Management For
EFFECTED BY THE SCHEME BECOMING E FFECTIVE OR
BY THE ADOPTION OF NEW ARTICLES
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC EGM Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
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 215153 DUE TO RECEIPT OF R ECORD DATE. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal
STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS
FOLLOWING THE MERGER OF GRANADA AND CARLTON.
PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS
OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D
TO VOTE THE RESOLUTIONS. THANK YOU.
1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING THE Management For
PROPOSED CANCELLATION OF SCHEM E SHARES FOR THE
PURPOSE OF REORGANIZATION OF SHARE CAPITAL
2. ADOPT THE NEW ARTICLES OF THE COMPANY TO REPLACE Non-Voting Non-Vote Proposal
THE EXISTING ARTICLES, CONDIT IONALLY UPON THE
APPROVAL OF ANY VARIATION OF THE RIGHTS FOR ORDINARY
SHARES A ND CONVERTIBLE SHARES IN SEPARATE CLASS
MEETINGS
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC CRT Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
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 215157 DUE TO RECEIPT OF R ECORD DATE. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal
STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS
FOLLOWING THE MERGER OF GRANADA AND CARLTON.
PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS
OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D
TO VOTE THE RESOLUTIONS. THANK YOU.
1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING PROPOSED Management For
CANCELLATION OF SCHEME SH ARES FOR THE PURPOSE
OF REORGANIZATION OF THE SHARE CAPITAL
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC EGM Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 215616 DUE TO CHANGE IN VO TING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting
STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS
FOLLOWING THE MERGER OF GRANADA AND CARLTON.
PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS
OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D
TO VOTE THE RESOLUTIONS. THANK YOU.
S.1 APPROVE THAT, CONDITIONALLY UPON THE APPROVAL Management
OF ANY VARIATION OR ABROGATION O F THEIR RIGHTS
EFFECTED THEREBY AT A SEPARATE CLASS MEETING
OF THE HOLDERS OF ORDINARY SHARES 10 PENCE EACH
IN THE CAPITAL OF THE COMPANY AND UPON THE APPRO
VAL OF ANY VARIATION OR ABROGATION OF THEIR SIGHTS
EFFECTED THEREBY AT A SEPAR ATE CLASS MEETING
OF THE HOLDERS OF CONVERTIBLE SHARES OF 10 PENCE
EACH IN THE CAPITAL OF THE COMPANY, FOR THE PURPOSE
OF GIVING EFFECT TO THE SCHEME OF ARR ANGEMENT
AS SPECIFIED, OR WITH OR SUBJECT TO ANY MODIFICATION,
ADDITION OR CON DITION APPROVED OR IMPOSED BY
THE COURT THE SCHEME , THE SCHEME ORDINARY SHAR
ES AND SCHEME CONVERTIBLE SHARES EACH AS DEFINED
IN THE SCHEME BE CANCELLED AND EXTINGUISHED
AND THE CAPITAL OF THE COMPANY BE REDUCED BY
AN AMOUNT EQUAL TO THE NOMINAL VALUE OF THE SCHEME
ORDINARY SHARES AND THE SCHEME CONVERTIBLE SHARES,
AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY
BE REDUCED BY AN AMOUNT E QUAL TO THE AGGREGATE
OF ALL CASH PAYMENTS AS SPECIFIED PAID TO SCHEME
SHARE HOLDERS AS SPECIFIED LESS THE NOMINAL
VALUE OF THE SCHEME ORDINARY SHARES AN D SCHEME
CONVERTIBLE SHARES, AND SUCH REDUCTION SHALL
BE EFFECTED BY THE MAKIN G OF THE CASH PAYMENTS
TO SCHEME SHAREHOLDERS IN ACCORDANCE WITH THE
TERMS OF THE SCHEME
S.2 ADOPT, CONDITIONALLY UPON THE APPROVAL OF ANY Management
VARIATION OR ABROGATION OF THEIR RIGHTS EFFECTED
THEREBY AT A SEPARATE CLASS MEETING OF THE HOLDERS
OF ORDINAR Y SHARES 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY AND UPON THE APPROVAL OF ANY VARIATION
OR ABROGATION OF THEIR RIGHTS EFFECTED THEREBY
AT A SEPARATE CLA SS MEETING OF THE HOLDERS OF
CONVERTIBLE SHARES OF 10 PENCE EACH IN THE CAPITA
L OF THE COMPANY, WITH EFFECT FROM THE DATE ON
WHICH THIS RESOLUTION IS PASSED , THE NEW ARTICLES
OF ASSOCIATION OF THE COMPANY TO REPLACE IN THEIR
ENTIRETY THE EXISTING ARTICLES OF ASSOCIATION
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC SEP Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
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 215617 DUE TO AN ADDITIONA L INFORMATION BY
THE ISSUER COMPANY. ALL VOTES RECEIVED ON THE
PREVIOUS MEETIN G WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
* ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal
STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS
FOLLOWING THE MERGER OF GRANADA AND CARLTON.
PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS
OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D
TO VOTE THE RESOLUTIONS. THANK YOU.
E.1 APPROVE THE SCHEME OF ARRANGEMENT AS SPECIFIED Management For
OR WITH OR SUBJECT TO ANY MODIF ICATION, ADDITION
OR CONDITION APPROVED OR IMPOSED BY THE HIGH
COURT OF JUSTIC E IN ENGLAND AND WALES THE SCHEME
AND ADOPT THE NEW ARTICLES OF ASSOCIATION OF
THE COMPANY THE NEW ARTICLES , AND ANY VARIATION
OR ABROGATION OF RIGHTS A TTACHED TO THE ORDINARY
SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE
COMPANY INVOLVED IN, OR EFFECTED BY, THE PASSING
OF THE SAID RESOLUTIONS OR BY THE SCH EME BECOMING
EFFECTIVE OR BY THE ADOPTION OF THE NEW ARTICLES
- ------------------------------------------------------------------------------------------------------------------------------------
ITV PLC EGM Meeting Date: 02/07/2005
Issuer: G4984A110 ISIN: GB0033986497
SEDOL: 3398649
- ------------------------------------------------------------------------------------------------------------------------------------
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 215980 DUE TO AN ADDITIONA L INFORMATION BY
THE ISSUER COMPANY. ALL VOTES RECEIVED ON THE
PREVIOUS MEETIN G WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
* ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal
STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS
FOLLOWING THE MERGER OF GRANADA AND CARLTON.
PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS
OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D
TO VOTE THE RESOLUTIONS. THANK YOU.
S.1 APPROVE THAT, CONDITIONALLY UPON THE APPROVAL Management For
OF ANY VARIATION OR ABROGATION O F THEIR RIGHTS
EFFECTED THEREBY AT A SEPARATE CLASS MEETING
OF THE HOLDERS OF ORDINARY SHARES 10 PENCE EACH
IN THE CAPITAL OF THE COMPANY AND UPON THE APPRO
VAL OF ANY VARIATION OR ABROGATION OF THEIR SIGHTS
EFFECTED THEREBY AT A SEPAR ATE CLASS MEETING
OF THE HOLDERS OF CONVERTIBLE SHARES OF 10 PENCE
EACH IN THE CAPITAL OF THE COMPANY, FOR THE PURPOSE
OF GIVING EFFECT TO THE SCHEME OF ARR ANGEMENT
AS SPECIFIED, OR WITH OR SUBJECT TO ANY MODIFICATION,
ADDITION OR CON DITION APPROVED OR IMPOSED BY
THE COURT THE SCHEME , THE SCHEME ORDINARY SHAR
ES AND SCHEME CONVERTIBLE SHARES EACH AS DEFINED
IN THE SCHEME BE CANCELLED AND EXTINGUISHED
AND THE CAPITAL OF THE COMPANY BE REDUCED BY
AN AMOUNT EQUAL TO THE NOMINAL VALUE OF THE SCHEME
ORDINARY SHARES AND THE SCHEME CONVERTIBLE SHARES,
AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY
BE REDUCED BY AN AMOUNT E QUAL TO THE AGGREGATE
OF ALL CASH PAYMENTS AS SPECIFIED PAID TO SCHEME
SHARE HOLDERS AS SPECIFIED LESS THE NOMINAL
VALUE OF THE SCHEME ORDINARY SHARES AN D SCHEME
CONVERTIBLE SHARES, AND SUCH REDUCTION SHALL
BE EFFECTED BY THE MAKIN G OF THE CASH PAYMENTS
TO SCHEME SHAREHOLDERS IN ACCORDANCE WITH THE
TERMS OF THE SCHEME
S.2 ADOPT, CONDITIONALLY UPON THE APPROVAL OF ANY Management For
VARIATION OR ABROGATION OF THEIR RIGHTS EFFECTED
THEREBY AT A SEPARATE CLASS MEETING OF THE HOLDERS
OF ORDINAR Y SHARES 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY AND UPON THE APPROVAL OF ANY VARIATION
OR ABROGATION OF THEIR RIGHTS EFFECTED THEREBY
AT A SEPARATE CLA SS MEETING OF THE HOLDERS OF
CONVERTIBLE SHARES OF 10 PENCE EACH IN THE CAPITA
L OF THE COMPANY, WITH EFFECT FROM THE DATE ON
WHICH THIS RESOLUTION IS PASSED , THE NEW ARTICLES
OF ASSOCIATION OF THE COMPANY TO REPLACE IN THEIR
ENTIRETY THE EXISTING ARTICLES OF ASSOCIATION
OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
SODEXHO ALLIANCE SA, MONTIGNY-LE-BRETONNEUX OGM Meeting Date: 02/08/2005
Issuer: F84941123 ISIN: FR0000121220 BLOCKING
SEDOL: 4818306, 5798355, 7062713, 7165504
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE AUDITORS AND APPROVE THE FINANCIAL STATEMENTS
FOR THE 2003-2004 FY, AS WELL AS THE CONSOLIDATED
FI NANCIAL STATEMENTS, SHOWING A NET PROFIT GROUP
SHARE OF EUR 183,000,000.00; AN D GRANT PERMANENT
DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE
OF THEIR DUTI ES DURING THE SAID FY
2. APPROVE THE APPROPRIATION OF THE: PROFITS FOR Management
THE FY OF EUR 87,490,294.00, INC REASED BY THE
PRIOR RETAINED EARNINGS OF EUR 686,229,882.35
TOTAL: EUR 773,720 ,176.35 AS FOLLOWS: LEGAL
RESERVE : EUR 1,939.00; GLOBAL DIVIDEND : EUR
111,31 8,489.10; CARRY FORWARD ACCOUNT: EUR 662,399,748.25
AND THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 0.70 PER SHARE; THIS DIVIDEND WILL BE
PAID ON 04 MAR 2005 IN ACCORDANCE WITH THE PROVISIONS
OF THE LAW
3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management
ON THE RELATED-PARTY AGREEMENTS GOVERNED BY ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL LAW AND APPROVE
THESE A GREEMENTS
4. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management
COMPANY S SHARES ON THE STOCK EX CHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIO NS: MAXIMUM PURCHASE PRICE : EUR 40.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED : 10% OF
THE COMPANY CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE
PRES ENT DELEGATION CANCELS AND REPLACES THE
DELEGATION GIVEN IN RESOLUTION NUMBER 4 AT THE
OGM OF 03 FEB 2004
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management
JEANBART AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management
PERIGOT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARK Management
TOMPKINS AS A DIRECTOR FOR A P ERIOD OF 3 YEARS
8. APPOINT MRS. PATRICIA BELLINGER AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
9. APPOINT MR. ROBERT BACONNIER AS A DIRECTOR FOR Management
A PERIOD OF 3 YEARS
10. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PETER Management
THOMPSON AS A DIRECTOR FOR A PERIOD OF 3 YEARS
11. APPROVE TO RENEW THE TERM OF OFFICE OF THE CABINET Management
PRICEWATERHOUSECOOPERS AUDI T AS THE STATUTORY
AUDITOR FOR A PERIOD OF 6 YEARS
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management
FROTIEE AS A DEPUTY AUDITOR FOR A PERIOD OF 6
YEARS
13. APPROVE TO SET AN AMOUNT OF EUR 450,000.00 TO Management
BE ALLOCATED TO THE DIRECTORS AS ATTENDANCE FEES
14. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management
AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCR IBED 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 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
- ------------------------------------------------------------------------------------------------------------------------------------
PREMIER FARNELL PLC EGM Meeting Date: 02/09/2005
Issuer: G33292106 ISIN: GB0003318416
SEDOL: 0331841, 5848885, B02SQL4
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND THE ARTICLES OF ASSOCIATION RE:ENABLE THE Management For
COMPANY TO TERMINATE ITS REPOR TING OBLIGATIONS
UNDER THE US SECURITIES EXCHANGE ACT OF 1934
- ------------------------------------------------------------------------------------------------------------------------------------
GREENCORE GROUP PLC AGM Meeting Date: 02/10/2005
Issuer: G40866124 ISIN: IE0003864109
SEDOL: 0386410, 5013832
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
FOR THE YE 24 SEP 2004 TOGETHER W ITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 7.58 CENT PER SHARE Management For
ON THE ORDINARY SHARES FOR THE YE 24 SEP 2004
3.a RE-APPOINT MR. GERALD M. CORBETT AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.b RE-APPOINT MR. SEAN P. FITZPATRICKAS AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.c RE-APPOINT MR. DAVID M. SIMONS AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH T HE ARTICLES
OF ASSOCIATION
3.d RE-APPOINT MR. DAVID A. SUGDEN AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH T HE ARTICLES
OF ASSOCIATION
3.e RE-APPOINT MR. EDMOND F. SULLIVAN AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WIT H THE ARTICLES
OF ASSOCIATION
4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS FOR THE YE 30 SEP 2005
5. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
SECTION 20 OF THE COMPAN IES ACT, 1983 UP TO
AN AGGREGATE NOMINAL AMOUNT NOT EXCEEDING THE
PRESENT AUT HORIZED UNISSUED CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES AT THE END OF 5 YE ARS ; AND
THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIR Y
S.6 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
23 AND 24(1) OF THE COMPANIES ACT 1983, TO ALLOT
EQUITY SECURITIES SECTION 23 OF THE COMPANIES
ACT 1983 FOR C ASH PURSUANT TO THE AUTHORITY
CONFERRED BY ORDINARY RESOLUTION, DISAPPLYING
TH E STATUTORY PRE-EMPTION RIGHTS SUB-SECTION
(1) OF SECTION 23 , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGA
TE NOMINAL VALUE EQUAL TO 5% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPA NY; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
TO BE HELD IN 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.7 AUTHORIZE THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES, Management For
SUBJECT TO THE PROVISION S OF THE COMPANIES ACT
1990, TO MAKE MARKET PURCHASES SECTION 212 OF
THE COMP ANIES ACT 1990 OF SHARE OF ANY CLASS
OF THE COMPANY ON SUCH TERMS AND CONDITI ONS
AND IN SUCH MANNER AS THE DIRECTORS MAY FORM
TIME TO TIME, AT A MINIMUM PR ICE BE PAID FOR
ANY SHARE SHALL BE THE NOMINAL VALUE OF THE SHARE
AND NOT MORE THAN 105% ABOVE THE AVERAGE MARKET
VALUE FOR SUCH SHARES DERIVED FROM THE LON DON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE:
I) IF THERE SHALL BE MORE THAN 1 DEALING REPORTED
FOR THE DA Y, THE AVERAGE OF THE PRICES AT WHICH
SUCH DEALINGS TOOK PLACE; OR II) IF THER E SHALL
BE ONLY 1 DEALING REPORTED FOR THE DAY, THE PRICE
AT WHICH SUCH DEALIN G TOOK PLACE; OR III) IF
THERE SHALL NOT BE ANY DEALING REPORTED FOR THE
DAY, THE AVERAGE OF THE CLOSING BID AND OFFER
PRICES FOR THE DAY; AND IF THERE SHAL L BE ONLY
A BID BUT NOT AN OFFER OR OFFER BUT NOT A
BID PRICE REPORTED OR IF THERE SHALL NOT BE
ANY BID OR OFFER PRICE REPORTED FOR ANY PARTICULAR
DAY T HEN THAT DAY SHALL NOT COUNT AS ONE OF
THE SAID 5 BUSINESS DAYS FOR THE PURPOS ES OF
DETERMINING THE MAXIMUM PRICE; IF THE MEANS OF
PROVIDING THE FOREGOING I NFORMATION AS TO DEALINGS
AND PRICES BY REFERENCE TO WHICH THE MAXIMUM
PRICE I S TO BE DETERMINED IS ALTERED OR IS REPLACED
BY SOME OTHER MEANS, THEN A MAXIM UM PRICE SHALL
BE DETERMINED ON THE BASIS OF THE EQUIVALENT
INFORMATION PUBLIS HED BY THE RELEVANT AUTHORITY
IN RELATION TO DEALINGS ON THE IRISH STOCK EXCHA
NGE OR ITS EQUIVALENT; IF THE LONDON STOCK EXCHANGE
PLC IS PRESCRIBED AS A REC OGNIZED STOCK EXCHANGE
FOR THE PURPOSES OF SECTION 212 OF THE COMPANIES
ACT 19 90 THEN WITH EFFECT FROM THE CLOSE OF
BUSINESS ON THE DAY ON WHICH THE LONDON STOCK
EXCHANGE PLC IS SO PRESCRIBED, THE AUTHORITY
CONFERRED BY THIS RESOLUTIO N SHALL INCLUDE AUTHORITY
TO MAKE MARKET PURCHASES OF SHARES ON THE LONDON
STO CK EXCHANGE PLC PROVIDED THAT: I) ANY SUCH
PURCHASE SHALL BE SUBJECT TO ANY RE QUIREMENTS
OF THE LAWS OF THE UNITED KINGDOM OF GREAT BRITAIN
AND THE NORTHERN IRELAND AS SHALL APPLY THERETO;
AND II) THE MAXIMUM PRICE WHICH MAY BE PAID F
OR ANY SHARES SO PURCHASED SHALL BE DETERMINED
AS AFORESAID BUT DELETING THE R EFERENCE FROM
THE IRISH STOCK EXCHANGE DAILY OFFICIAL LIST
AND INSERTING INSTE AD REFERENCE TO THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE PLC
AND D ELETING FROM THAT PARAGRAPH SUB-PARAGRAPH
(III) AND INSERT A NEW ONE AND DELET E THE LAST
LINE THEREOF THE REFERENCE TO THE IRISH STOCK
EXCHANGE AND INSERT T HE REFERENCE TO THE LONDON
STOCK EXCHANGE PLC; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE AGM OF THE COMPANY OR 09
AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE E XECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
S.8 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
209 OF THE COMPANIES ACT 199 0, TO MAKE MARKET
PURCHASES OF SHARES OF ANY CLASS OF THE COMPANY,
AT A MINIMU M PRICE EQUAL TO 120% OF THE APPROPRIATE
PRICE NOT MORE THAN 95% ABOVE THE AVE RAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EX CHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; I) IF THERE
SHA LL BE MORE THAN ONE DEALING REPORTED FOR
THE DAY, THE AVERAGE OF THE PRICES AT WHICH SUCH
DEALINGS TOOK PLACE; OR II) IF THERE SHALL BE
ONLY ONE DEALING REP ORTED FOR THE DAY, THE PRICE
AT WHICH SUCH DEALING TOOK PLACE; OR III) IF
THER E SHALL NOT BE ANY DEALING REPORTED FOR
THE DAY, THE AVERAGE OF THE CLOSING BI D ANY
OFFER PRICES FOR HE DAY; AND IF THERE SHALL BE
ONLY A BID BUT NOT ANY O FFER OR ANY OFFER
BUT NOT A BID MARKET GUIDE PRICE REPORTED,
OR IF THERE SH ALL NOT BE ANY BID OR OFFER PRICE
REPORTED, FOR ANY PARTICULAR DAY THEN THAT D
AY SHALL NOT COUNT AS ONE OF THE SAID 5 BUSINESS
DAYS FOR THE PURPOSES OF DETE RMINING THE APPROPRIATE
PRICE , IF THE MEANS OF PROVIDING THE FOREGOING
INFORM ATION AS TO DEALINGS AND PRICES BY REFERENCE
TO WHICH THE APPROPRIATE PRICE IT S TO BE DETERMINED
IS ALTERED OR IS REPLACED BY SOME OTHER MEANS
THEN THE APPR OPRIATE PRICE SHALL BE DETERMINED
ON THE BASIS OF THE EQUIVALENT INFORMATION P
UBLISHED BY THE RELEVANT AUTHORITY IN RELATION
TO DEALINGS ON THE IRISH STOCK EXCHANGE OR ITS
EQUIVALENT, AUTHORITY EXPIRES AT THE CLOSE OF
BUSINESS ON THE DATE OF THE NEXT FOLLOWING AGM
OF THE COMPANY OR 09 AUG 2006 ; THE COMPANY,
B EFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL O R MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
9. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 5, PURSUANT TO A RTICLE 120(B)
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
MAY OFFER TO HOLD ERS OF ORDINARY SHARES IN THE
CAPITAL OF THE COMPANY THE RIGHTS TO ELECT TO
RE CEIVE AN ALLOTMENT OF ADDITIONAL ORDINARY
SHARES CREDITED AS FULLY PAID INSTEA D OF CASH
IN RESPECT OF ALL OR PARTY OF ANY DIVIDEND OR
DIVIDENDS FALLING TO B E DECLARED OR PAID AT
THIS AGM OR AT ANY TIME PRIOR TO THE NEXT FOLLOWING
AGM OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
TOWER LTD AGM Meeting Date: 02/10/2005
Issuer: Q91555104 ISIN: NZTWRE0001S3
SEDOL: 6174299, 6175441, 6179249
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* APPROVE THE CHAIRMAN S INTRODUCTION AND REVIEW Non-Voting Non-Vote Proposal
* APPROVE THE GROUP MANAGING DIRECTOR S REVIEW Non-Voting Non-Vote Proposal
* APPROVE THE SHAREHOLDER S DISCUSSION Non-Voting Non-Vote Proposal
1. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITOR Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THE AUDITOR S REMUNERATION FOR THE COMING
YEAR
2.1 RE-ELECT DR. KEITH BARTON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
2.2 RE-ELECT MR. ANTHONY TONY GIBBS AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
2.3 RE-ELECT DR. GARY WEISS AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
3. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder For
PROPOSAL: RATIFY THE OVERPAY MENT OF THE DIRECTORS
FEES MADE FROM THE DATE OF LISTING UNTIL AND
INCLUDING THE FY 2002
S.4 AMEND THE COMPANY S CONSTITUTION Management For
S.5 AMEND THE COMPANY S CONSTITUTION, WITH EFFECT Management Against
FROM THE DAY AFTER THIS MEETING, BY INSERTING
A REGULATION 3.4 TO AMEND THE APPLICATION OF
NZSX LISTING RULE 7 .3.7A
S.6 AMEND THE COMPANY S CONSTITUTION, WITH EFFECT Management Against
FROM THE DAY AFTER THIS MEETING, BY INSERTING
A REGULATION 6.10 TO EXTEND THE APPLICATION OF
NZSX LISTING RULE 9.3.1
* ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- ------------------------------------------------------------------------------------------------------------------------------------
IHC CALAND NV EGM Meeting Date: 02/11/2005
Issuer: N44062128 ISIN: NL0000360584 BLOCKING
SEDOL: 4441155, 5848391, B02P068
- ------------------------------------------------------------------------------------------------------------------------------------
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 04 FEB 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE SALE OF THE DUTCH SHIPYARDS Management
3. AMEND THE ARTICLES OF ASSOCIATION INCLUDING Management
AN AUTHORIZATION TO EXECUTE THE N OTARIAL DEED
OF AMENDMENT
4. APPROVE TO ADOPT ENGLISH LANGUAGE AS THE LANGUAGE Management
FOR THE ANNUAL REPORT OF THE BOARD OF MANAGEMENT
AND THE ANNUAL ACCOUNTS OF THE COMPANY
5. APPROVE TO PUBLICIZE THE MINUTES OF THE SHAREHOLDERS Management
MEETING ON THE WEBSITE OF THE COMPANY
6. ANY OTHER BUSINESS Other
7. CLOSURE Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC AGM Meeting Date: 02/14/2005
Issuer: G23296182 ISIN: GB0005331532
SEDOL: 0533153
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS OF Management For
THE COMPANY FOR THE FYE 30 SEP 2 004 AND THE
REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON
2. APPROVE THE REMUNERATION COMMITTEE S REPORT FOR Management For
THE FYE 30 SEP 2004
3. DECLARE A FINAL DIVIDEND OF 6.2 PENCE PER SHARE Management For
ON THE COMPANY S ORDINARY SHAR ES FOR THE FYE
30 SEP 2004
4. ELECT MR. STEVE LUCAS AS A DIRECTOR Management For
5. ELECT MR. ANDREW MARTIN AS A DIRECTOR Management For
6. RE-ELECT MR. PETER CAWDRON AS A DIRECTOR Management For
7. RE-ELECT MR. ALAIN DUPUIS AS A DIRECTOR Management For
8. RE-ELECT MR. VAL GOODING AS A DIRECTOR Management For
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY
10. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
11. APPROVE THE RULES OF COMPASS GROUP PLC SHARE Management For
BONUS MATCHING PLAN THE MATCHING PLAN AND AUTHORIZE
THE DIRECTORS TO TAKE ALL ACTIONS WHICH THEY
CONSIDER NEC ESSARY OR EXPEDIENT IN CONNECTION
WITH THE IMPLEMENTATION OF THE MATCHING PLAN
12. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES TO Management For
MAKE DONATIONS TO EU POLITICAL O RGANIZATIONS
AND INCUR EU POLITICAL EXPENDITURE PROVIDED THAT
ANY SUCH DONATIO NS AND EXPENDITURE MADE BY THE
COMPANY TOGETHER WITH THOSE MADE BY AN SUBSIDIA
RY COMPANY SHALL NOT EXCEED IN AGGREGATE GBP
125,000; AUTHORITY EXPIRES AT TH E CONCLUSION
OF NEXT AGM OF THE COMPANY
13. APPROVE, PURSUANT TO SECTION 121(2)(E) OF THE Management For
COMPANIES ACT 1985 AND ARTICLE 4 1(D) OF THE
COMPANY S ARTICLES OF ASSOCIATION, THE REDUCTION
OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
FROM GBP 300,050,998 TO GBP 300,001,000 DIVIDED
INTO 3,000,010,000 ORDINARY SHARES OF 10 PENCE
EACH BY CANCELING EACH AUTHORIZ ED BUT UNISSUED
NON-VOTING REDEEMABLE PREFERENCE SHARE OF GBP
1 IN THE CAPITAL OF THE COMPANY
S.14 ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY Management For
S.15 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) AND SECTION 94(3A)
OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 7 PASSED AT THE AGM OF
THE COMPANY HELD ON 15 FEB 2002, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SEC TION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SE CURITIES A) IN CONNECTION
WITH A ISSUE TO HOLDERS OF ORDINARY SHARES; AND
B) U P TO AN AGGREGATE NOMINAL AMOUNT OF GBP
10.7 MILLION CONSISTING OF 107 MILLION ORDINARY
SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE
COMPANY; AUTHORITY EX PIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OR 13 MAY 2006 ; AND,
AUTH ORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHOR ITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.16 AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For
45 OF THE COMPANY S ARTICLES OF A SSOCIATION
AND IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES
ACT 1985, TO MA KE MARKET PURCHASES SECTION
163 OF THE ACT OF UP TO 215,540,302 ORDINARY
SHA RES REPRESENTING 10% OF THE COMPANY S ISSUED
ORDINARY SHARE CAPITAL OF 10 PE NCE EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 10 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
T HE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAY S; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COM PANY OR 13 AUG 2006 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO P URCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER S UCH 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.
- ------------------------------------------------------------------------------------------------------------------------------------
CONTACT ENERGY LTD AGM Meeting Date: 02/15/2005
Issuer: Q2818G104 ISIN: NZCENE0001S6
SEDOL: 6152529, 6158497
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For
THE AUDITORS
2. ELECT MR. GRANT KING AS A DIRECTOR Management For
3. ELECT MR. BRUCE BEEREN AS A DIRECTOR Management For
4. ELECT MR. KAREN MOSES AS A DIRECTOR Management For
5. ELECT MR. TIMOTHY SAUNDERS AS A DIRECTOR Management For
6. ADOPT NEW CONSTITUTION Management For
7. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against
APPROVE THE POLITICAL DONATI ONS
8. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against
APPROVE THE DISCLOSER OF DON ATIONS, SPONSORSHIPS
AND SIMILAR DISTRIBUTIONS IN CONTACT S ANNUAL
REPORT
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
EPCOS AG, MUENCHEN OGM Meeting Date: 02/16/2005
Issuer: D2491H100 ISIN: DE0005128003
SEDOL: 2718033, 5785993, 7158526
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT EPCOS AG SHARES ARE Non-Voting
ISSUED IN REGISTERED FORM AND AS SUCH DO NOT
REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU
TO VOTE. THANK YOU .
1. RECEIVE THE PRESENTATION OF THE COMPANY S ANNUAL Management
EARNINGS AND THE CONSOLIDATED EARNINGS AND THE
REPORT OF THE SUPERVISORY BOARD OF THE BUSINESS
YEAR 2003/20 04
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 46,932,000 AS FOL LOWS: EUR 46,932,000
SHALL BE CARRIED FORWARD
3. RATIFY THE ACTS OF THE MANAGING BOARD Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG Management
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN AND
FRANKFURT AM MAIN AS THE AUDITORS FOR THE YEAR
2004/2005
6.1 ELECT DR. WOLF-DIETER BOPST AS A SUPERVISORY Management
BOARD MEMBER
6.2 ELECT DR. JUERGEN HERAEUS AS A SUPERVISORY BOARD Management
MEMBER
6.3 ELECT PROF. DR. ANTON KATHREIN AS A SUPEVISORY Management
BOARD MEMBER
6.4 ELECT MR. JOACHIN REINHART AS A SUPERVISORY BOARD Management
MEMBER
6.5 ELECT MR. KLAUS ZIEGLER AS A SUPERVISORY BOARD Management
MEMBER
6.6 ELECT DR. UWERNST BUFE AS A SUBSTITUTE MEMBER Management
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting
AGENDA AND RECEIPT OF RECO RD DATE. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PRO XY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* PLEASE NOTE THAT THIS IS A SECOND REVISION TO Non-Voting
THIS MEETING TO REFLECT NO RECOR D DATE. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PRO XY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
MATSUSHITA ELECTRIC WORKS LTD AGM Meeting Date: 02/18/2005
Issuer: J41207119 ISIN: JP3867600003
SEDOL: 5754421, 6572729
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROFIT APPROPRIATION FOR NO.98 TERM: Management For
DIVIDENDS FOR THE CURRENT TER M HAS BEEN PROPOSED
AS JPY 7.50 PER SHARE JPY 13.75 ON A YEARLY BASIS
2. APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For
S ARTICLES OF INCORPORATION: THE FYE REPORTING
SHALL BE CHANGED TO 31 MAR; THE COMPANY HAS PROPOSED
TO ADD TO THE LIST OF ITS OBJECTIVES IN AN ATTEMPT
TO DIVERSIFY ITS OVERALL BUSINESS OPE RATIONS
3.1 ELECT MR. KOUICHI HATANAKA AS A DIRECTOR Management For
3.2 ELECT MR. RYUUSUKE FUJIYAMA AS A DIRECTOR Management For
3.3 ELECT MR. AKIO TSUKIYAMA AS A DIRECTOR Management For
3.4 ELECT MR. HIROSHI HAYASHI AS A DIRECTOR Management For
3.5 ELECT MR. TATSUYA TERAOKA AS A DIRECTOR Management For
3.6 ELECT MR. TAKAO SHAMOTO AS A DIRECTOR Management For
3.7 ELECT MR. TAKESHI ISHIKAWA AS A DIRECTOR Management For
3.8 ELECT MR. YASUKAZU SEINO AS A DIRECTOR Management For
3.9 ELECT MR. JUNJI NOMURA AS A DIRECTOR Management For
3.10 ELECT MR. HIROSHI KIKUCHI AS A DIRECTOR Management For
3.11 ELECT MR. HIDEKI YAMAMOTO AS A DIRECTOR Management For
3.12 ELECT MR. TAKUMA YAMAMOTO AS A DIRECTOR Management For
3.13 ELECT MR. KAZUO TODA AS A DIRECTOR Management For
3.14 ELECT MR. MASAYOSHI HIKOSO AS A DIRECTOR Management For
3.15 ELECT MR. MITSUJI YUZUYAMA AS A DIRECTOR Management For
4.1 GRANT RETIREMENT ALLOWANCES TO THE RETIRED DIRECTOR Management For
MR. KAZUSHIGE NISHIDA, ACC ORDING TO THE COMPANY
RULE
4.2 GRANT RETIREMENT ALLOWANCES TO THE RETIRED DIRECTOR Management For
MR. TOSHIO TANABE, ACCORDI NG TO THE COMPANY RULE
- ------------------------------------------------------------------------------------------------------------------------------------
WESFARMERS LTD EGM Meeting Date: 02/18/2005
Issuer: Q95870103 ISIN: AU000000WES1
SEDOL: 6948836
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal
1. APPROVE, IN ACCORDANCE WITH SECTION 256C(1) OF Management For
THE CORPORATIONS ACT 2001 CTH , FOR THE SHARE
CAPITAL OF THE COMPANY TO BE REDUCED BY PAYING
SUM OF AUD 1.00 PER FULLY PAID ORDINARY SHARE
ON ISSUE ON THE RECORD DATE TO EACH HOLDER OF
F ULLY PAID ORDINARY SHARES IN THE COMPANY ON
THE RECORD DATE
S.2 AMEND THE RULE 83 OF THE COMPANY S CONSTITUTION Management For
WITH EFFECT FROM THE CLOSE OF THE MEETING, BY
DELETING THE PHRASE WITHIN THE PERIOD SPECIFIED
IN THE LISTIN G RULES AND REPLACING IT WITH
THE PHRASE ON OR BEFORE THE DATE THAT IS 35
BU SINESS DAYS BEFORE THE DATE OF THE GENERAL
MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
KONAMI CORP EGM Meeting Date: 02/22/2005
Issuer: J35996107 ISIN: JP3300200007
SEDOL: 0849526, 5763483, 6087159, 6496681, B02HRB8
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE MERGER AGREEMENT WITH KONAMI COMPUTER Management For
ENTERTAINMENT STUDIO, KONAMI COMPUTER ENTERTAINMENT
TOKYO, AND KONAMI COMPUTER ENTERTAINMENT JAPAN
- ------------------------------------------------------------------------------------------------------------------------------------
Q P CORP AGM Meeting Date: 02/22/2005
Issuer: J64210123 ISIN: JP3244800003
SEDOL: 5878202, 6714509
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management For
2.1 ELECT MR. Y. SUZUKI AS A DIRECTOR Management For
2.2 ELECT MR. S. HATANAKA AS A DIRECTOR Management For
2.3 ELECT MR. A. NAKASHIMA AS A DIRECTOR Management For
2.4 ELECT MR. K. ISHIKAWA AS A DIRECTOR Management For
2.5 ELECT MR. T. TATEBE AS A DIRECTOR Management For
2.6 ELECT MR. H. YAMAGAMI AS A DIRECTOR Management For
2.7 ELECT MR. I. SHIMA AS A DIRECTOR Management For
2.8 ELECT MR. M. HASEGAWA AS A DIRECTOR Management For
2.9 ELECT MR. M. ENDO AS A DIRECTOR Management For
2.10 ELECT MR. M. MIYAKE AS A DIRECTOR Management For
2.11 ELECT MR. K. SASAKI AS A DIRECTOR Management For
2.12 ELECT MR. A. OKUMURA AS A DIRECTOR Management For
2.13 ELECT MR. H. TACHIBANA AS A DIRECTOR Management For
3. GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS/AUDITORS Management Against
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID 215197 DUE TO ADDITIONAL R ESOLUTIONS. 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 FINANCIAL STATEMENTS Management For
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 For
THE YE 30 SEP 2004
3.1 RE-ELECT MR. EDWARD Y. KU AS A DIRECTOR Management For
3.2 RE-ELECT MR. CHAN LU MIN AS A DIRECTOR Management For
3.3 RE-ELECT MR. JOHN J.D. SY AS A DIRECTOR Management For
3.4 RE-ELECT MR. SO KWAN LOK AS A DIRECTOR Management For
3.5 RE-ELECT MR. POON YIU KIN, SAMUEL AS A DIRECTOR Management For
3.6 RE-ELECT MISS. TSAIPEI CHUN, PATTY AS A DIRECTOR Management For
3.7 AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION Management For
OF THE DIRECTORS
4. APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For
OF DIRECTORS TO FIX THEIR REMUNER ATION
5.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGRE
GATE NOMINAL AMOUNT OF THE 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 For
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 For
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
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
- ------------------------------------------------------------------------------------------------------------------------------------
BARCO NV, KORTRIJK EGM Meeting Date: 02/25/2005
Issuer: B0833F107 ISIN: BE0003790079 BLOCKING
SEDOL: 4704096, 4730381
- ------------------------------------------------------------------------------------------------------------------------------------
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. APPROVE THE REPORT BY THE MANAGEMENT ON ARTICLE Non-Voting
604 OF THE BELGIUM COMPANY COD E
2. APPROVE THE PROLONGATION OF THE AUTHORIZATION Management
OF THE BOARD OF DIRECTORS TO ISS UE SHARES -
AMEND THE ARTICLES OF ASSOCIATION
3. AUTHORIZE THE BOARD OF DIRECTORS TO USE THE ISSUED Management
CAPITAL IN CASE OF TAKE-OVE R BID
4. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management
AND SALE OWN SHARES
5. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management
AND SELL SHARES IN THE COMPANY BY SUBSIDIARY COMPANIES
6. AMEND THE ARTICLES OF ASSOCIATION Management
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
21 MAR 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO AN Non-Voting
ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DE CIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
NICHIREI CORP EGM Meeting Date: 02/25/2005
Issuer: J49764145 ISIN: JP3665200006
SEDOL: 5809042, 6640864
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 AMEND ARTICLES TO: AMEND BUSINESS LINES Management For
2 APPROVE TRANSFER OF COMPANY S REFRIGERATED WAREHOUSING Management For
BUSINESS OPERATIONS TO WHOLLY-OWNED SUBSIDIARY
NICHIREI LOGISTICS GROUP INC.
3 APPROVE TRANSFER OF COMPANY S BIOSCIENCE BUSINESS Management For
OPERATIONS TO WHOLLY-OWNED SUBSIDIARY NICHIREI
BIOSCIENCES INC.
4 APPROVE REORGANIZATION OF COMPANY S FOOD PROCESSING Management For
BUSINESS OPERATIONS AS WHOLLY-OWNED SUBSIDIARY
NICHIREI FOODS CO.
5 APPROVE REORGANIZATION OF COMPANY S MARINE AND Management For
LIVESTOCK BUSINESS OPERATIONS AS WHOLLY-OWNED
SUBSIDIARY NICHIREI FRESH CO.
6 APPROVE REORGANIZATION OF COMPANY S SHARED SERVICE Management For
BUSINESS OPERATIONS AS WHOLLY-OWNED SUBSIDIARY
NICHIREI PROSERVE INC.
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA BBVA, BILBAO OGM Meeting Date: 02/26/2005
Issuer: E11805103 ISIN: ES0113211835
SEDOL: 0443694, 2882712, 5501906, 5503742, 5505157, 5766727, 5777570
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
27 FEB 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU` YOUR SHARES WILL BE
BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLE D. THANK YOU
1. APPROVE THE APPROPIATION, OF THE ANNUAL ACCOUNTS Management For
BALANCE SHEET, PROFIT AND LO SS ACCOUNT AND
ANNUAL REPORT AND THE MANAGEMENT REPORT OF THE
BANCO BILBAOVIZ CAYA ARGENTARIA, S.A. AND ITS
CONSOLIDATED FINANCIAL GROUP, APPLICATION OF
EAR NINGS, DIVIDEND DISTRIBUTION, CORPORATE MANAGEMENT
AND ALL THE AFOREMENTIONED WITH RESPECT TO THE
FYE 31 DEC 2004
2. RATIFY AND RE-ELECT, WHEN APPROPIATE, THE MEMBERS Management For
OF THE BOARD OF DIRECTORS
3. AUTHORIZE THE BOARD OF DIRECTORS FOR THE ISSUANCE Management For
OF CORPORATE BONDS IN A MAXI MUM AMOUNT OF EUR
50.000.000.000 AND MODIFY THE AUTHORIZATION GRANTED
BY THE GENERAL SHAREHOLDERS MEETING HELD ON
28 FEB 2004
4. AUTHORIZE THE COMPANY, TO ACQUIRE ITS TREASURY Management For
STOCK, DIRECTLY OR THROUGH ITS GROUP COMPANIES,
IN ACCORDANCE WITH ARTICLE 75 OF THE SPANISH
COMPANY LAW LEY DE SOCIEDADES ANONIMAS , ESTABLISHING
THE LIMITS OR REQUIREMENTS FOR THESE AC QUISITIONS
AND WITH THE EXPRESS POWER OF REDUCING THE SHARE
CAPITAL TO AMORTIS E TREASURY STOCK AND AUTHORIZE
THE BOARD OF DIRECTORS TO IMPLEMENT THE RESOLU
TIONS OF THE GENERAL MEETING IN THIS RESPECT,
CANCELLING THE AUTHORIZATION GRA NTED BY THE
GENERAL SHAREHOLDERS MEETING HELD ON 28 FEB 2004
5. RE-ELECT THE AUDITORS FOR FY 2005 Management For
6. AUTHORIZE TO THE BOARD OF DIRECTORS, WITH EXPRESS Management For
RIGHT FOR ITS SUBSTITUTION, TO FORMALISE, CORRECT,
INTERPRET AND IMPLEMENT RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting Non-Vote Proposal
CHANGE IN THE NOTE/COMMENT. IF YO U HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORACION MAPFRE S A OGM Meeting Date: 02/26/2005
Issuer: E3449V117 ISIN: ES0124244C36
SEDOL: 7160628
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM THERE WILL BE A SEC OND CALL ON
27 FEB 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1. APPROVE THE NON-CONSOLIDATED AND CONSOLIDATED Management For
ANNUAL ACCOUNTS FOR FY 2004 AND THE DISTRIBUTION
OF RESULTS PROPOSED BY THE BOARD OF DIRECTORS
2. APPROVE THE DISTRIBUTION OF A CASH DIVIDEND Management For
3. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management For
4. APPROVE THE RENOVATION OF THE BOARD OF DIRECTORS Management For
5. AMEND ARTICLE 17 OF THE CORPORATE STATUTES Management For
6. APPROVE THE UPDATE OF THE REPAYMENT OF BOARD Management For
OF DIRECTORS MEMBERS
7. AUTHORIZE THE BOARD OF DIRECTORS TO MAKE INCREASE Management For
OF CAPITAL WITH ESTABLISHED LIMIT IN ARTICLE
153 OF THE CORPORATE BY-LAWS
8. APPROVE TO RENEW THE APPOINTMENT OF THE AUDITORS Management For
9. APPROVE THE DELEGATION OF POWERS, SO THAT THE Management For
AGREEMENTS REACHED IN THE MEETIN G CAN BE EXECUTED
AND RAISED TO THE STATUS OF A PUBLIC DEED
10. APPROVE THE MINUTES OF THE MEETING OR APPOINTMENT Management For
OF INSPECTORS
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COSMOTE MOBILE TELECOMMUNICATIONS S A EGM Meeting Date: 02/28/2005
Issuer: X9724G104 ISIN: GRS408333003 BLOCKING
SEDOL: 4499013
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE DISTRIBUTION OF RETAINED EARNINGS Management
OF PREVIOUS FY, EUR 0.71 PER SHA RE
2. APPROVE THE DISTRIBUTION OF INTERIM DIVIDEND Management
EUR 0.19 PER SHARE FOR FY 2004
3. AMEND THE ARTICLE 20 PARAGRAPH 2 AND ARTICLE Management
5 PARAGRAPH 1 OF THE COMPANY S AR TICLES OF THE
ASSOCIATION AND APPROVE ITS CODIFICATION
4. APPROVE THE BASIC TERMS OF THE AGREEMENT WITH Management
OTE FOR THE PROJECT OF PRINTING, ENVELOPING AND
DELIVERY OF COSMOTE S BILLS TO ELTA FOR DISTRIBUTION
ARTICLE 2 3A, C.L.2190.1920
5. APPROVE THE BASIC TERMS OF THE TECHNICAL SUPPORT Management
AGREEMENT WITH OTE ARTICLE 23 A, C.L. 2190.1920
6. VARIOUS ANNOUNCEMENTS Management
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ROCHE HLDG LTD AGM Meeting Date: 02/28/2005
Issuer: H69293217 ISIN: CH0012032048
SEDOL: 7110388, 7119158, 7618086
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* 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
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NOVARTIS AG, BASEL AGM Meeting Date: 03/01/2005
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YO U INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN
G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
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NOVARTIS AG, BASEL AGM Meeting Date: 03/01/2005
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE ANNUAL REPORT, 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
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KBC BANCASSURANCE HOLDING SA, BRUXELLES EGM Meeting Date: 03/02/2005
Issuer: B5337G162 ISIN: BE0003565737 BLOCKING
SEDOL: 4497749, 5892923, B05P4T6
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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 REPRESENTAT IVE 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. APPROVE THE ANNUAL ACCOUNTS AND ANNUAL REPORTS Non-Voting
OF THE YEARS 2001 TILL 2004; AP PROVE TO MERGE
AND AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE
THE ISSUED CAP ITAL
2. APPROVE THE ANNOUNCEMENT OF THE MAJOR CHANGES Non-Voting
IN THE CAPITAL OF THE COMPANY WI TH RESPECT TO
THE MERGER
3. APPROVE TO MERGE Management
4. APPROVE TO INCREASE THE ISSUED CAPITAL OF THE Management
COMPANY
5. APPROVE TO NULLIFY THE OWN SHARES Management
6. AMEND THE ARTICLES OF THE ASSOCIATION RELATED Management
TO THE CAPITAL INCREASE AND NULL IFICATION OF
OWN SHARES
7. APPROVE TO CHANGE THE NAME OF THE COMPANY INTO Management
KBC GROUP
8. AMEND THE ARTICLES OF THE ASSOCIATION RELATED Management
TO THE EXTENSION OF THE AUTHORIZ ATION OF THE
BOARD OF DIRECTORS TO INCREASE THE CAPITAL
9. APPROVE TO AMEND OTHER ARTICLES OF THE ASSOCIATION Management
10. APPROVE THE RESIGNATION AND APPOINTMENT OF BOARD Management
MEMBERS
11. AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT Non-Voting
THE DECISIONS
12. GRANT AUTHORITY TO COORDINATE THE CHANGES TO Non-Voting
THE AMENDMENTS TO THE ARTICLES OF THE ASSOCIATION
13. GRANT AUTHORITY TO ADOPT THE REGISTRATION OF Non-Voting
THE COMPANY
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CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL OGM Meeting Date: 03/03/2005
Issuer: H14405106 ISIN: CH0005819724 BLOCKING
SEDOL: 5196744, 5583164
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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.
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CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL AGM Meeting Date: 03/03/2005
Issuer: H14405106 ISIN: CH0005819724 BLOCKING
SEDOL: 5196744, 5583164
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216180, 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.
* 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. APPROVE THE ANNUAL REPORT, OF THE ANNUAL FINANCIAL Management
STATEMENTS AND OF THE CONSO LIDATED STATEMENTS
FOR 2004; ACKNOWLEDGE THE REPORTS OF THE AUDITORS
AND OF TH E INDEPENDENT GROUP AUDITORS
2. APPROVE TO PAY A DIVIDEND OF CHF 1.00 GROSS Management
CHF 0.65 NET PER SHARE AND TO CA RRY FORWARD
THE REMAINING AMOUNT OF CHF 589,994,062
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE MANAGEMENT FROM LIABILITY FO R THEIR ACTIVITIES
IN 2004
4. APPROVE: A) TO CANCEL 1,762,000 SHARES REPURCHASED Management
UNDER THE SHARE BUYBACK PRO GRAM APPROVED BY
THE BOARD OF DIRECTORS AND REDUCE THE SHARE CAPITAL
OF THE CO MPANY FROM CHF 212,479,851 BY CHF 5,286,000
TO CHF 207,193,851; B) TO DECLARE, AS A RESULT
OF SPECIAL AUDIT REPORT PREPARED IN ACCORDANCE
WITH ARTICLE 732 P ARAGRAPH 2 OF THE SWISS CODE
OF OBLIGATIONS THAT THE CLAIMS OF THE CREDITORS
A RE FULLY COVERED NOTWITHSTANDING THE REDUCTION
OF THE SHARE CAPITAL; AND C) TO AMEND THE ARTICLE
4 PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION,
UPON CONSUMMA TION OF THE CAPITAL REDUCTION
5. APPROVE: A) TO REDUCE THE COMPANY S ORDINARY Management
SHARE CAPITAL FROM CHF 207,193,85 1 BY CHF 138,129,234
TO CHF 69,064,617 BY A REDUCTION OF NOMINAL VALUE
OF EACH OF THE COMPANY S REGISTERED SHARES FROM
CHF 3 BY CHF 2 TO CHF 1 PER SHARE AND TO REPAY
TO THE SHAREHOLDERS CHF 2 PER SHARE; B) TO REDUCE
ANY AND ALL SHARE CAPITAL IF ANY CREATED UNTIL
THE CONSUMMATION OF THE CAPITAL REDUCTION UNDER
ARTICLE 4 PARAGRAPHS 3, 4 OR 5 OF THE ARTICLES
OF ASSOCIATION FROM CHF 3 BY C HF 2 TO CHF 1
PER EACH SUCH SHARE AND TO REPAY TO THE SHAREHOLDERS
CHF 2 PER E ACH SUCH SHARE; C) TO DECLARE, AS
A RESULT OF SPECIAL AUDIT REPORT PREPARED IN
ACCORDANCE WITH THE ARTICLE 732 PARAGRAPH 2 OF
THE SWISS CODE OF OBLIGATIONS THAT THE CLAIMS
OF THE CREDITORS ARE FULLY COVERED NOTWITHSTANDING
THE REDUCTI ON IN THE SHARE CAPITAL; AND D) TO
AMEND THE ARTICLE 4 PARAGRAPHS 1, 3, 4 AND 5
OF THE ARTICLES OF ASSOCIATION, UPON CONSUMMATION
OF THE CAPITAL REDUCTION
6. APPROVE THAT THE NOMINAL SHARE CAPITAL AMOUNT Management
REQUIRED TO HAVE AN ITEM PUT ON THE AGENDA BE
REDUCED FROM CHF 300,000 TO CHF 100,000 BY AN
AMENDMENT OF ARTIC LE 13 PARAGRAPH 1 OF THE ARTICLES
OF ASSOCIATION
7. RE-ELECT ERNST & YOUNG AG, ZURICH, AS THE AUDITORS Management
AND THE GROUP AUDITORS FOR 1 YEAR
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SAGE GROUP PLC AGM Meeting Date: 03/03/2005
Issuer: G7771K134 ISIN: GB0008021650
SEDOL: 0802165, 5456619
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS FOR Management For
THE YE 30 SEP 2004 TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
2. DECLARE A FINAL DIVIDEND RECOMMENDED BY THE DIRECTORS Management For
OF 1.719 PENCE PER ORDIN ARY SHARE FOR THE YE
30 SEP 2004 TO BE PAID ON 11 MAR 2005 TO MEMBERS
WHOSE NA MES APPEAR ON THE REGISTER ON 11 FEB
2005
3. RE-ELECT MR. L.C.N. BURY AS A DIRECTOR Management For
4. RE-APPOINT MR. D.H. CLAYTON AS A DIRECTOR Management For
5. RE-APPOINT MR. A.J. HOBSON AS A DIRECTOR Management For
6. RE-APPOINT MS. T. INGRAM AS A DIRECTOR Management For
7. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS LLP Management For
AS THE AUDITORS TO THE COMPANY AN D AUTHORIZE
THE DIRECTORS TO DETERMINE THEIR REMUNERATION
8. APPROVE THE REMUNERATION REPORT FORWARDED TO Management For
SHAREHOLDERS WITH THE NOTICE OF A GM
9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
6 OF THE COMPANY S ARTICLE S OF ASSOCIATION,
TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM
NOMINAL AMOUNT OF GBP 4,272,671; AUTHORITY SHALL
EXPIRE AT THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY
S.10 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
7 OF THE COMPANY S ARTICLE OF ASSOCIATION, TO
ALLOT EQUITY SECURITIES FOR CASH AND THAT, FOR
THE PURPOSE S OF PARAGRAPH 1(B) OF ARTICLE 7,
UP TO A NOMINAL AMOUNT OF GBP 640,900 AND TH
E POWER GIVEN TO THE DIRECTORS BY THIS RESOLUTION
BE EXTENDED SALES FOR CASH O F ANY SHARES WHICH
THE COMPANY MAY HOLD AS TREASURY SHARES
S.11 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For
PURCHASES SECTION 163 OF TH E COMPANIES ACT
1985 OF ORDINARY SHARES IN THE CAPITAL OF
THE COMPANY, MAXI MUM NUMBER OF ORDINARY SHARES
UP TO128,180,153 IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE WHICH MAY BE PAID FOR EACH
SUCH ORDINARY SHARE IS ITS NOMIN AL VALUE AND
NOT MORE THAN 105% OF THE AVERAGE OF THE MIDDLE
MARKET QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIA
L LIST, FOR THE 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER ON 03 MAR 2006 OR AT THE CONCLUSION
OF THE NEXT AGM
S.12 ADOPT THE REGULATIONS AS THE ARTICLE OF ASSOCIATION Management For
OF THE COMPANY IN SUBSTITU TION FOR ALL EXISTING
ARTICLES OF ASSOCIATION OF THE COMPANY
13. APPROVE THE AMENDMENT TO THE INDIVIDUAL LIMIT Management For
IN THE RULES OF THE SAGE GROUP 1 999 EXECUTIVE
SHARE OPTION SCHEME THE SCHEME SUMMARIZED
IN THE DIRECTORS R EPORT FORWARDED TO SHAREHOLDERS
WITH THE NOTICE OF AGM AND MARKED UP ON THE RU
LES OF THE SCHEME AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS A S THEY MAY CONSIDER
NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THIS
AMENDMENT
14. APPROVE THE SAGE GROUP PLC PERFORMANCE SHARE PLAN Management For
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PUBLISHING AND BROADCASTING LIMITED PBL EGM Meeting Date: 03/04/2005
Issuer: Q7788C108 ISIN: AU000000PBL6
SEDOL: 5636820, 6637082
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal
1. APPROVE, FOR THE PURPOSES OF ASX LISTING RULES Management For
10.1 AND 10.11, SECTION 208 OF THE CORPORATIONS
ACT AND FOR ALL OTHER PURPOSES, THE ACQUISITION
BY THE PUBLIS HING AND BROADCASTING LIMITED
PBL OF 50% OF HOYTS FROM CONSOLIDATED PRESS
HO LDINGS LIMITED CPH AND IN CONNECTION WITH
SUCH INVESTMENT, PBL PROVIDING THE SALE CONSIDERATION
TO CPH SELLER INCLUDING THE ISSUE TO CPH SELLER
OF 11,136, 925 PBL SHARES AS SHARE CONSIDERATION
- ------------------------------------------------------------------------------------------------------------------------------------
ANTENA 3 DE TELEVISION SA, MADRID OGM Meeting Date: 03/09/2005
Issuer: E05009142 ISIN: ES0109427635
SEDOL: 7700659
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
10 MAR 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
1. APPROVE THE ANNUAL STATEMENTS BALANCE SHEET, Management For
LOSS AND PROFIT ACCOUNT AND ANNU AL REPORT ,
PERFORMING REPORT OF ANTENA 3 DE TELEVISION,
SA AND ITS CONSOLIDAT ED GROUP AND MANAGEMENT
REPORT, ALL THE AFOREMENTIONED RELATING FY 2004;
PROPO SAL OF ALLOCATION OF RESULTS
2. APPROVE THE ALLOCATION OF RESULTS OF FY 2004 Management For
AND DIVIDEND DISTRIBUTION
3. RATIFY THE DIRECTORS APPOINTED BY THE BOARD OF Management For
DIRECTORS IN THE LAST SHAREHOLD ERS GENERAL MEETING
4. APPROVE TO DECREASE THE NOMINAL VALUE FROM EUR Management For
3,00 TO EUR 0,75 WITH THE LOGIC AL INCREASE OF
NUMBER OF SHARES FROM 55.556.000 SHARES TO 222.224.000
SHARES A ND AMEND 5TH ARTICLE OF THE CORPORATE
STATUTES
5. APPROVE THE CONSTITUTION OF FUNDATION Management For
6. GRANT AUTHORITY TO ACQUIRE ITS TREASURY STOCK, Management For
DIRECTLY OR THROUGH ITS CONSOLI DATED GROUP AND
AUTHORIZATION, IF PERTINENT, TO APPLY THE OWN
PORTFOLIO TO SAT ISFY THE EMOLUMENTS RESULTING
FROM THE TRIANNUAL PLAN AND THE FIDELIZATION
OF DIRECTORS
7. APPOINT THE ACCOUNTS AUDITORS OF ANTENA 3 DE Management For
TELEVISION, SA AND ITS CONSOLIDAT ED GROUP
8. GRANT AUTHORITY TO FORMALIZE, INTERPRET, CORRECT Management For
AND IMPLEMENT THE RESOLUTIONS ADOPTED ON THE
SHAREHOLDERS MEETING, CANCELING THE POWERS GRANTED
TO THE BOAR D OF DIRECTORS ON THE MEETING AND
TO RAISE THE MINIMUM QUANTITY OF SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
NIPPON BUILDING FUND INC, TOKYO AGM Meeting Date: 03/10/2005
Issuer: J52088101 ISIN: JP3027670003
SEDOL: 6396800
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 AMEND ARTICLES TO: LIMIT LEGAL LIABILITY OF EXECUTIVE Management For
DIRECTORS AND SUPERVISORY DIRECTORS; PERMIT REIT
TO PURCHASE SHARES OF REAL ESTATE MANAGEMENT COMPANIES
2.1 ELECT EXECUTIVE DIRECTOR AND 4 SUPERVI ORY DIRECTOR Management For
2.2 ELECT EXECUTIVE DIRECTOR AND 4 SUPERVI ORY DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
NIPPON BUILDING FUND INC, TOKYO AGM Meeting Date: 03/10/2005
Issuer: J52088101 ISIN: JP3027670003
SEDOL: 6396800
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PARTIAL AMENDMENTS TO COMPANY S BYLAW Management For
2.1 ELECT MR. SADAFUMI ABE AS THE EXECUTIVE DIRECTOR Management For
2.2 ELECT MR. KOUICHI NISHIYAMA AS THE EXECUTIVE DIRECTOR Management For
2.3 ELECT MR. TOMIO HIROTA AS THE SUPERVISING DIRECTOR Management For
2.4 ELECT MR. AKIRA NISHIZAWA AS THE SUPERVISING DIRECTOR Management For
2.5 ELECT MR. NOBUTOSHI KOZUKA AS THE SUPERVISING Management For
DIRECTOR
2.6 ELECT MR. HIDEO FUKAZAWA AS THE SUPERVISING DIRECTOR Management For
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID 218634 DUE TO ADDITIONAL R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
OESTERREICHISCHE ELEKTRIZITAETSWIRTSCHAFTS-AG (VERBUNDGESELLSCHAFT), WIEN AGM Meeting Date: 03/10/2005
Issuer: A5528H103 ISIN: AT0000746409 BLOCKING
SEDOL: 4661607, 4663409
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT, THE REPORTING OF THE Management
MANAGEMENT BOARD AND THE SUPER VISORY BOARD ON
THE FY 2004
2. APPROVE THE ALLOCATION OF NET INCOME Management
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
AND THE SUPERVISORY BOARD ON THE 2004 FY
4. ELECT THE AUDITORS FOR THE 2005 FY Management
5. ELECT THE SUPERVISORY BOARD Management
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF RECORD DATE AND CHANGE I N THE WORDINGS.
IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO COMERCIAL PORTUGUES SA BCP, PORTO OGM Meeting Date: 03/14/2005
Issuer: X03188137 ISIN: PTBCP0AM0007 BLOCKING
SEDOL: 0924199, 4070258, 5812493, 5816859, 7217739
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT BALANCE SHEET AND ACCOUNTS Management
FOR 2004, AS WELL AS THE CONSOLIDATED ANNUAL
REPORT BALANCE SHEET AND ACCOUNTS
2. APPROVE THE PROFIT APPROPRIATION Management
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management
S MANAGEMENT AND AUDITING AS P ER LAW
4. AMEND ARTICLE 31 BY ADDING A NUMBER 7, AND ARTICLE Management
34, NUMBER 1 OF THE COMPANY BY-LAWS
5. APPROVE THE RENEWAL OF THE GOVERNING BODIES, Management
BY CEASING OF FUNCTIONS OF ALL TH E MEMBERS AND
THE ELECT THE NEW MEMBERS FOR THE YEARS 2005/2007
6. ELECT THE SUPERIOR BOARD Management
7. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management
SHARES
8. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management
BONDS
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO COMERCIAL PORTUGUES SA BCP, PORTO OGM Meeting Date: 03/14/2005
Issuer: X03188137 ISIN: PTBCP0AM0007 BLOCKING
SEDOL: 0924199, 4070258, 5812493, 5816859, 7217739
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
216320 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. APPROVE THE ANNUAL REPORT BALANCE SHEET AND ACCOUNTS Management
FOR 2004, AS WELL AS THE CONSOLIDATED ANNUAL
REPORT BALANCE SHEET AND ACCOUNTS
2. APPROVE THE PROFIT APPROPRIATION Management
3. ACKNOWLEDGE THE COMPANY S MANAGEMENT AND AUDITING Management
AS PER LAW
4. AMEND ARTICLE 31 BY ADDING A NUMBER 7, AND ARTICLE Management
34, NUMBER 1 OF THE COMPANY BY-LAWS
5.1 APPROVE THE TERMINATION OF OFFICE OF ALL MEMBERS Management
OF THE BOARD OF DIRECTORS, TH E BOARD OF AUDITORS
AND THE BOARD OF THE GENERAL MEETING; AND THE
TERMINATION OF THE DUTIES OF THE MEMBERS OF EACH
OF THESE GOVERNING BODIES BE SUBJECT TO T HE
TAKING EFFECT OF THE ELECTION OF THE NEW MEMBERS
OF THE BODY IN QUESTION
5.2 ELECT MESSRS. LUIS NEIVA SANTOS, MIGUEL GALVAO Management
TELES, EX-OFFICIO, THE COMPANY SECRETARY , PAULO
JORGE DE ASSUNCAO RODRIGUES TEIXEIRA PINTO, FILIPE
DE JESUS PINHAL, CHRISTOPHER DE BECK, ANTONIO
MANUEL DE SEABRA E MELO RODRIGUES, ANTON IO MANUEL
PEREIRA CALDAS DE CASTRO HENRIQUES, ALIPIO BARROSA
PEREIRA DIAS, ALE XANDRE ALBERTO BASTOS GOMES,
FRANCISCO JOSE QUEIROZ DE BARROS DE LACERDA,
BOGU SLAW JERZY KOTT, RICARDO MANUEL SIMOES BAYAO
HORTA, MARIO AUGUSTO DE PAIVA NET O, MARIO BRANCO
TRINDADE, JOSE EDUARDO DE FARIA NEIVA DOS SANTOS,
ANTONIO MANU EL FERREIRA DE COSTA GONCALVES,
JOAO ALBERTO FERREIRA PINTO BASTO AND PEDRO MA
RIA CALAINHO TEIXEIRA DUARTE AS THE MEMBERS OF
THE GOVERNING BODIES FOR THE 20 05-07 TERM OF
OFFICE
6. ELECT THE SUPERIOR BOARD Management
7. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management
SHARES
8. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management
BONDS
* PLEASE NOTE THAT THIS IS AN AGM.THANK YOU. Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTES, S.A. OGM Meeting Date: 03/15/2005
Issuer: E3125D100 ISIN: ES0118900010
SEDOL: B038516, B03KQG4
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
16 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
1. APPROVE THE ANNUAL ACCOUNTS BALANCE SHEET, PROFIT Management For
AND LOSS ACCOUNT AND ANNUAL REPORT AND THE MANAGEMENT
REPORT OF THE COMPANY WITH RESPECT TO THE FYE
31 D EC 2004
2. APPROVE THE ANNUAL ACCOUNTS BALANCE SHEET, PROFIT Management For
AND LOSS ACCOUNT AND ANNUAL REPORT AND THE MANAGEMENT
REPORT OF THE CONSOLIDATED GROUP WITH RESPECT
TO T HE FYE 31 DEC 2004
3. APPROVE THE APPLICATION FOR THE 2004 EXERCISE Management For
RESULT
4. APPROVE THE BOARD OF DIRECTORS MANAGEMENT DURING Management For
THE YEAR 2004
5. APPROVE THE RENOVATION AND APPOINTMENT OF ADVISORS Management For
6. APPROVE THE REPAYMENT OF THE DIRECTORS PARTIALLY Management Against
BY DELIVERY OF ACTIONS OF THE COMPANY
7. AUTHORIZE THE COMPANY TO ACQUIRE ITS TREASURY Management Against
STOCK, DIRECTLY OR THROUGH ITS G ROUP COMPANIES,
IN ACCORDANCE WITH ARTICLE 75 OF THE CORPORATE
BYLAWS LEY DE SOCIEDADES , CANCELING THE AUTHORIZATION
GRANTED BY THE OGM HELD ON 28 SEP 200 4; AUTHORIZE
DESTINE, THE ACQUIRED OWN ACTIONS, TOTALLY OR
PARTIALLY, TO THE R EPAYING PROGRAMS
8. GRANT AUTHORITY TO EXECUTE PASSED RESOLUTIONS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
COFINIMMO SA, BRUXELLES EGM Meeting Date: 03/15/2005
Issuer: B25654136 ISIN: BE0003593044 BLOCKING
SEDOL: 4177988
- ------------------------------------------------------------------------------------------------------------------------------------
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 REPRESENTAT IVE 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
A.1 APPROVE THE MERGER BY TAKEOVER OF NV@IMMOBILIARE Management
DE LOCATION DU QUARTIER LEOPO LD@, THE PREVIOUS
REPORTS AND THE EXPLANATIONS
A.2 APPROVE THE MERGER AND THE CAPITAL INCREASE Management
B.1 APPROVE THE MERGER BY TAKEOVER OF BVBA @BETA Management
INVEST@, THE PREVIOUS REPORTS AND THE EXPLANATIONS
B.2 APPROVE THE MERGER AND THE CAPITAL INCREASE Management
C.1 APPROVE THE MERGER BY TAKEOVER OF N.V. @NORTH Management
GALAXY@, THE PREVIOUS REPORTS AN D THE EXPLANATIONS
C.2 APPROVE THE MERGER AND THE CAPITAL INCREASE Management
D.1 APPROVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Management
WITH RESPECT TO THE ALLOW ED CAPITAL
D.2 GRANT NEW AUTHORITY TO THE BOARD OF DIRECTORS Management
WITH RESPECT TO THE ALLOWED CAPI TAL
D.3 AMEND THE ARTICLE 7.2 OF THE ASSOCIATION WITH Management
RESPECT TO THE ALLOWED CAPITAL
E.1 AUTHORIZE THE BOARD OF DIRECTORS BY VIRTUE OF Management
ARTICLE 620 OF THE BELGIAN CIVIL CODE TO PURCHASE
AND SELL OWN SHARES AND TAKE SHARES IN PLEDGE
E.2 AMEND THE ARTICLES OF ASSOCIATION TO PURCHASE Management
AND SELL OWN SHARES AND TAKE SHA RES IN PLEDGE
F. AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT Management
THE DECISIONS
- ------------------------------------------------------------------------------------------------------------------------------------
DOUGLAS HOLDING AG AGM Meeting Date: 03/16/2005
Issuer: D2290M102 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
- ------------------------------------------------------------------------------------------------------------------------------------
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 39,500,000 AS FOL LOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EUR
381,296 SHALL BE CA RRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 17 MAR 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 OWN SHARES OF THE COMPANY OF UP TO EUR
117,356,112, AT PRICES NOT DEVIATING MORE THAN
10% FROM THE MARK ET PRICE OF THE SHARES, ON
OR BEFORE 15 SEP 2006 AND TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO ALL SHAREHOLDERS IF T HE NEW SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO RETIRE THE SHARES, OR TO USE
THE SHARES FOR ACQUISITION PURPOSES
6. AMEND ARTICLES 15, 16 AND 17 OF THE STATUTE IN Management
ORDER TO ADJUST IT TO UMAG LAW AND IN CONNECTION
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATIO N OF RESCISSION UMAG
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF THE VOTING RIGHT BEING EXERCIS ED BY AN AUTHORIZED
REPRESENTATIVE AND THE USE OF ELECTRONIC MEANS
OF COMMUNIC ATION FOR THE ISSUE OF PROXY-VOTING
INSTRUCTIONS
8. ELECT SUSAT AND PARTNER OHG WIRTSCHAFTSPRUEFUNGS-GESELLSCHAFT, Management
HAMBURG AS THE AUDITORS FOR THE YEAR 2004/2005
* 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 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
- ------------------------------------------------------------------------------------------------------------------------------------
PCCW LTD EGM Meeting Date: 03/16/2005
Issuer: Y6802P120 ISIN: HK0008011667
SEDOL: 6574071, 6586678, 7538214, B01JC10
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE: A) THAT THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY BE INCREASED FROM HKD 1,600,000,000
TO HKD 2,500,000,000 BY THE CREATION OF 3,600,000,000
NEW O RDINARY SHARES OF HKD 0.25 EACH IN THE
ISSUED CAPITAL OF THE COMPANY; B) THE A LLOTMENT
AND THE ISSUE BY THE DIRECTORS OF 1,343,571,766
NEW ORDINARY SHARES O F HKD 0.25 EACH IN THE
CAPITAL OF THE COMPANY AT A PRICE OF HKD 5.90
PER SHARE PURSUANT TO AND ON THE TERMS IN THE
SUBSCRIPTION AGREEMENT DATED 19 JAN 2005 ENTERED
BETWEEN THE COMPANY CHINA NETCOM GROUP CORPORATION
BVI LIMITED AND C HINA NETWORK COMMUNICATIONS
GROUP CORPORATION; AND C) TO GRANT THE ANTI-DILUTI
ON RIGHTS TO CHINA NETWORK COMMUNICATIONS GROUP
CORPORATION AND THE ISSUE OF N EW SHARES OF THE
COMPANY, ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE
INTO SHARES OF THE COMPANY AND/OR ANY WARRANTS
OR OTHER RIGHTS TO SUBSCRIBE FOR TH E SHARES
OF THE COMPANY ON EXERCISE OF THE ANTI-DILUTION
RIGHTS BY CHINA NETWO RK COMMUNICATIONS GROUP
CORPORATION
- ------------------------------------------------------------------------------------------------------------------------------------
CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTES, S.A. AGM Meeting Date: 03/17/2005
Issuer: E3125D100 ISIN: ES0118900010
SEDOL: B038516, B03KQG4
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
18 MAR 2005 AT 16:00. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WIL L REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. THANK YOU
1. RECEIVE AND APPROVE OF THE ANNUAL ACCOUNTS BALANCE Management For
SHEET, PROFIT AND LOSS ACC OUNT AND ANNUAL REPORT
AND THE MANAGEMENT REPORT OF THE COMPANY WITH
RESPECT TO THE FYE 31 DEC 2004
2. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS BALANCE Management For
SHEET, PROFIT AND LOSS ACCOUN T AND ANNUAL REPORT
AND THE MANAGEMENT REPORT OF THE CONSOLIDATED
GROUP WITH RESPECT TO THE FYE 31 DEC 2004
3. APPROVE THE APPLICATION FOR THE 2004 EXERCISE Management For
RESULT
4. APPROVE THE BOARD OF DIRECTORS MANAGEMENT DURING Management For
THE YEAR 2004
5. APPROVE THE RENOVATION AND APPOINTMENT OF ADVISORS Management For
6. APPROVE TO REPAY THE DIRECTORS PARTIALLY BY DELIVERY Management Against
OF ACTIONS OF THE COMPANY
7. AUTHORIZE THE COMPANY TO ACQUIRE ITS TREASURY Management Against
STOCK, DIRECTLY OR THROUGH ITS G ROUP COMPANIES,
IN ACCORDANCE WITH ARTICLE 75 OF THE CORPORATE
BYLAWS LEY DE SOCIEDADES ANONIMAS , CANCELING
THE AUTHORIZATION GRANTED BY THE GENERAL SHARE
HOLDERS MEETING HELD ON 28 SEP 2004; AUTHORIZATION
TO DESTINE, THE ACQUIRED OW N ACTIONS, TOTAL
OR PARTIALLY, TO THE REPAYING PROGRAMS
8. APPROVE TO DELEGATE THE FACULTIES FOR THE FORMALIZATION, Management For
INSCRIPTION AND EXECU TION OF THE AGREEMENTS
ADOPTED BY MEETING, AND EMPOWERING TO FORMALIZE
THE DEP OSIT OF THE ANNUAL ACCOUNTS REFERRED
TO, IN THE ARTICLE 218
- ------------------------------------------------------------------------------------------------------------------------------------
IBERDROLA SA, BILBAO AGM Meeting Date: 03/17/2005
Issuer: E6164R104 ISIN: ES0144580018
SEDOL: 4424640, 4444842
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
18 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU. YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE
D. THANK YOU
1. APPROVE, IF APPLICABLE: A) THE INDIVIDUAL ANNUAL Management For
FINANCIAL STATEMENTS BALANCE SHEET, PROFIT AND
LOSS STATEMENT, AND NOTES OF THE COMPANY AND
OF THE CONSOL IDATED ANNUAL FINANCIAL STATEMENTS
OF THE COMPANY AND ITS CONTROLLED COMPANIES ,
FOR THE FYE ON 31 DEC 2004; AND B) THE MANAGEMENT
REPORTS OF THE COMPANY AND ITS CONSOLIDATED GROUP,
AS OF 31 DEC 2004, AS WELL AS OF THE CORPORATE
MANAGE MENT FOR SUCH FY
2. APPROVE THE ALLOCATION OF PROFITS/LOSSES AND Management For
DISTRIBUTION OF DIVIDENDS FOR THE FYE ON 31 DEC
2004, PREPARED BY THE BOARD OF DIRECTORS AT ITS
23 FEB 2005 MEE TING IN THE MANNER SPECIFIED
3. AUTHORIZE THE BOARD OF DIRECTORS, AS PERMITTED Management For
BY SECTION 319 OF THE REGULATIO NS OF THE COMMERCIAL
REGISTRY AND THE GENERAL PROVISIONS GOVERNING
THE ISSUANC E OF SECURITIES, AND PURSUANT TO
ARTICLES 15.2 AND 17.1 .E OF THE COMPANY S BY
-LAWS, THE POWER TO ISSUE NEGOTIABLE SECURITIES
IN ACCORDANCE WITH THE FOLLOWI NG CONDITIONS:
1) SECURITIES TO BE ISSUED: THE NEGOTIABLE SECURITIES
CONTEMPLA TED IN THIS DELEGATION MAY BE BONDS
OR SIMPLE DEBENTURES, NOTES, AND OTHER FIX ED-
INCOME SECURITIES OF A LIKE NATURE, AS WELL AS
PREFERRED STOCK; 2) PERIOD OF DELEGATION: THE
ISSUANCE OF THE SECURITIES COVERED BY THIS DELEGATION
MAY B E EFFECTED ON ONE OR MORE OCCASIONS WITHIN
A MAXIMUM PERIOD OF 5 YEARS FOLLOWI NG THE DATE
OF ADOPTION OF THIS RESOLUTION; 3) MAXIMUM AMOUNT
UNDER THIS DELEG ATION: A) THE AGGREGATE MAXIMUM
AMOUNT OF THE ISSUANCE OR ISSUANCES OF BONDS
O R SIMPLE OBLIGATIONS AND OTHER FIXED-INCOME
SECURITIES OF A LIKE NATURE OTHER THAN NOTES
, AS WELL AS PREFERRED STOCK, RESOLVED TO BE
ISSUED UNDER THIS DEL EGATION SHALL BE EUR 5.0
BILLION; B) FOR ITS PART, THE OUTSTANDING BALANCE
OF THE NOTES ISSUED UNDER THIS DELEGATION SHALL
AT NO TIME EXCEED THE SUM OF EUR 3 .0 BILLION;
THIS LIMIT IS INDEPENDENT OF THE LIMIT ESTABLISHED
IN SUB-SECTIO N (A) ABOVE; 4) SCOPE OF THE DELEGATION:
THE DELEGATION OF POWERS TO ISSUE THE SECURITIES
CONTEMPLATED IN THIS RESOLUTION SHALL EXTEND,
AS BROADLY AS IS REQ UIRED BY LAW, TO THE ESTABLISHMENT
OF THE DIFFERENT TERMS AND CONDITIONS APPLI CABLE
TO EACH ISSUANCE NOMINAL VALUE, TYPE OF ISSUANCE,
REIMBURSEMENT PRICE, DOMESTIC OR FOREIGN CURRENCY
OF THE ISSUANCE, FORM OF REPRESENTATION, INTEREST
RATE, AMORTIZATION, SUBORDINATION CLAUSES, GUARANTEES
SUPPORTING THE ISSUANCE , PLACE OF ISSUANCE,
ESTABLISHMENT OF THE INTERNAL REGULATIONS OF
THE BONDHOLD ERS SYNDICATE AND APPOINTMENT OF
THE AUDITOR, IN THE CASE OF THE ISSUANCE OF S
IMPLE BONDS AND DEBENTURES - IF REQUIRED, ADMISSION
TO LISTING, ETC. AND TO T HE CONDUCT OF ANY
AND ALL FORMALITIES THAT MAY BE NECESSARY, INCLUDING
THOSE P ROVIDED FOR IN THE APPLICABLE SECURITIES
MARKET REGULATIONS, FOR THE EXECUTION OF THE
SPECIFIC ISSUANCES THAT MAY BE RESOLVED TO BE
EFFECTED UNDER THIS DELE GATION; 5) GUARANTEE
IN SUPPORT OF ISSUANCES OF SECURITIES BY CONTROLLED
COMPA NIES; AS PERMITTED BY ARTICLE 15.4 OF THE
BY-LAWS, THE BOARD OF DIRECTORS IS A LSO AUTHORIZED
TO GUARANTEE, ON BEHALF OF THE COMPANY, AND WITHIN
THE LIMITS S ET FORTH ABOVE, NEW ISSUANCES OF
SECURITIES DURING THE EFFECTIVE PERIOD OF THI
S RESOLUTION BY COMPANIES THAT ARE MEMBERS OF
ITS GROUP OF COMPANIES; 6) LISTI NG OF FIXED-INCOME
SECURITIES: THE COMPANY SHALL APPLY, WHEN APPROPRIATE,
FOR THE ADMISSION TO TRADING ON SECONDARY MARKETS,
BE THEY OFFICIAL OR UNOFFICIAL, ORGANIZED OR
NOT, DOMESTIC OR FOREIGN, OF THE DEBENTURES,
BONDS, NOTES, PREFE RRED STOCK AND OTHER SECURITIES
THAT ARE ISSUED BY THE COMPANY UNDER THIS DELE
GATION, THE BOARD OF DIRECTORS BEING HEREBY AUTHORIZED
TO CARRY OUT SUCH FORMA LITIES AS MAY BE NECESSARY
FOR THE ADMISSION TO LISTING BEFORE THE COMPETENT
A UTHORITIES OF THE VARIOUS DOMESTIC OR FOREIGN
SECURITIES MARKETS; 7) POWER OF DELEGATION TO
THE EXECUTIVE COMMITTEE: THE BOARD OF DIRECTORS
IS HEREBY AUTHOR IZED TO DELEGATE TO EITHER OF
THE EXECUTIVE COMMITTEE OR THE CHIEF EXECUTIVE
O FFICER UNDER THE PROVISIONS OF SECTION 141,
NUMBER 1, SECOND PARAGRAPH, OF TH E COMPANIES
LAW THE DELEGATED POWERS CONTEMPLATED IN THIS
RESOLUTION; THIS DE LEGATION REPLACES AND SUPERSEDES,
TO THE EXTENT OF THE UNUSED AMOUNT, THE PRIO
R DELEGATION APPROVED BY THE SHAREHOLDERS AT
THE GENERAL SHAREHOLDERS MEETING HELD ON 03
APR 2004
4. AUTHORIZE THE BOARD OF DIRECTORS, WHICH WILL Management For
IN TURN BE ENTITLED TO DELEGATE T HIS AUTHORITY
TO THE EXECUTIVE COMMITTEE, PURSUANT TO SECTION
75 OF THE CURREN T CONSOLIDATED TEXT OF THE COMPANIES
LAW, TO CARRY OUT THE DERIVATIVE ACQUISIT ION
OF SHARES IN IBERDROLA, S.A. SUBJECT TO THE FOLLOWING
CONDITIONS: A) THE A CQUISITIONS MAY BE MADE
DIRECTLY BY IBERDROLA, S.A. OR INDIRECTLY THROUGH
ITS CONTROLLED COMPANIES; B) THE ACQUISITIONS
SHALL BE MADE BY MEANS OF PURCHASE A ND SALE
TRANSACTIONS, SWAP ARRANGEMENTS OR ANY OTHER
TRANSACTION WHATSOEVER PE RMITTED BY LAW; C)
THE ACQUISITIONS MAY BE MADE, AT ANY TIME, UP
TO THE MAXIMU M SUM PERMITTED BY LAW; D) THE
ACQUISITIONS MAY NOT BE MADE AT A HIGHER PRICE
THAN THAT QUOTED ON THE STOCK EXCHANGE; E) THIS
AUTHORIZATION IS GRANTED FOR A PERIOD NOT EXCEEDING
18 MONTHS; IN ADDITION, FOR THE PURPOSES PROVIDED
FOR IN THE SECOND PARAGRAPH OF SECTION 75.1 OF
THE COMPANIES LAW, EXPRESSLY AUTHORIZ E THE ACQUISITION
OF SHARES IN THE COMPANY BY ANY OF ITS CONTROLLED
COMPANIES SUBJECT TO THE SAME TERMS OF THIS RESOLUTION;
IT IS EXPRESSLY PUT ON RECORD TH AT THE SHARES
ACQUIRED UNDER THIS AUTHORIZATION MAY BE SOLD,
REDEEMED OR APPLI ED TO THE COMPENSATION SYSTEMS
CONTEMPLATED IN THE THIRD PARAGRAPH OF SECTION
75.1 OF THE COMPANIES LAW; THIS AUTHORIZATION
REPLACES AND SUPERSEDES, TO THE EXTENT OF THE
UNUSED AMOUNT, THE AUTHORIZATION GRANTED AT THE
GENERAL SHAREHOL DERS MEETING HELD ON 03 APR
2004; AND APPROVE TO REDUCE THE SHARE CAPITAL
IN ORDER TO REDEEM ANY OF IBERDROLA S OWN SHARES
THAT IBERDROLA MAY HOLD ON ITS B ALANCE SHEET
OR THAT OF ITS CONTROLLED COMPANIES, AGAINST
PROFITS OR UNAPPROPR IATED RESERVES, BY SUCH
AMOUNT AS MAY BE DEEMED NECESSARY OR APPROPRIATE
FROM TIME TO TIME, PROVIDED, HOWEVER, THAT THE
AMOUNT OF THE CAPITAL REDUCTIONS MAD E UNDER
THIS AUTHORIZATION SHALL NOT EXCEED, DURING THE
PERIOD OF EFFECTIVENES S OF THIS AUTHORIZATION,
THE MAXIMUM AMOUNT AUTHORIZED FOR THE DERIVATIVE
ACQU ISITION OF SHARES OF IBERDROLA, S.A.; AUTHORIZE
THE BOARD OF DIRECTORS THE POW ER TO CARRY OUT
THE ABOVE- MENTIONED RESOLUTION REGARDING CAPITAL
REDUCTION, W HICH THE BOARD MAY EFFECT ON ONE
OR MORE OCCASIONS AND WITHIN A PERIOD NOT EXC
EEDING 18 MONTHS FROM THE DATE OF THE HOLDING
OF THIS GENERAL SHAREHOLDERS ME ETING, BY DOING
ANY ACT OR THING THAT MAY BE REQUIRED BY LAW
AND, IN PARTICULA R, SO THAT THE BOARD MAY, WITHIN
THE AFORESAID PERIOD AND SUBJECT TO THE AFORE
SAID LIMITS: 1) DECIDE, ON THE BASIS OF PROFESSIONAL
CRITERIA, ON THE DATE AND /OR DATES OF THE SPECIFIC
REDUCTION AND/OR REDUCTIONS OF CAPITAL, TAKING
INTO ACCOUNT PREVAILING MARKET CONDITIONS, MARKET
PRICE, ECONOMIC AND FINANCIAL POS ITION OF THE
COMPANY, ITS CASH BALANCES, RESERVES AND ANY
OTHER ASPECT WHATSOE VER THAT MAY AFFECT THE
DECISION; 2) DECIDE ON THE DATE OR DATES OF THE
REDEMP TION AND/OR REDEMPTIONS, OF SHARES; 3)
SET THE CAPITAL REDUCTION AT THE VALUE OF THE
SHARES REDEEMED IN EACH CASE; 4) DECIDE ON THE
ALLOCATION OF THE AMOUNT OF THE REDUCTION IN
EACH CASE, EITHER TO A RESTRICTED RESERVE OR
TO UNAPPROPR IATED RESERVES, RESPECTING IN THE
LATTER CASE THE RULES AND GUARANTEES ESTABLI
SHED IN RESPECT THEREOF; 5) AMEND, IN EACH CASE,
ARTICLE 5 OF THE BY-LAWS, IND ICATING THE VALUE
OF THE SHARE CAPITAL; 6) APPLY FOR THE DELISTING
OF THE SECU RITIES REDEEMED IN ACCORDANCE WITH
THE APPLICABLE RULES AND REGULATIONS; 7) DR AW
UP AND PUBLISH, WHERE NECESSARY, THE ANNOUNCEMENTS
CONTEMPLATED IN SECTION 165 OF THE COMPANIES
LAW; 8) SHOULD ANY CREDITORS HAVING A RIGHT TO
OPPOSITION EXERCISE SUCH RIGHT, COMPLY, IF APPLICABLE,
WITH THE REQUIREMENTS ESTABLISHED IN SECTION
166.3 OF THE COMPANIES LAW; 9) IN GENERAL ADOPT
WHATEVER RESOLUTIO N AND DO WHATEVER ACTS MAY
BE REQUIRED TO REDUCE THE CAPITAL AND REDEEM
THE SH ARES, WITH THE EXPRESS POWER TO AMEND
OR SUPPLEMENT THE FOREGOING RESOLUTIONS IN LIGHT
OF THE ORAL OR WRITTEN QUALIFICATION MADE BY
THE COMMERCIAL REGISTRAR , EXECUTE THE CORRESPONDING
NOTARIZED INSTRUMENT(S), AND APPOINT THE PERSON(S)
TO BE IN CHARGE OF THE FORMALIZATION THEREOF;
THIS RESOLUTION REPLACES AND SU PERSEDES, TO
THE EXTENT OF THE UNUSED AMOUNT, THE RESOLUTION
ADOPTED AT THE GE NERAL SHAREHOLDERS MEETING
HELD ON 03 APR 2004
5. AUTHORIZE THE BOARD OF DIRECTORS: 1) TO REQUEST, Management For
IF APPROPRIATE, THE ADMISSION TO TRADING ON ORGANIZED
SECONDARY MARKETS, BE THEY SPANISH OR FOREIGN,
OF SHA RES, BONDS, DEBENTURES OR ANY OTHER SECURITIES
ISSUED OR TO BE ISSUED BY THE C OMPANY, SUBJECT
TO APPLICABLE RULES AND REGULATIONS, ESPECIALLY
THOSE GOVERNIN G DEALING, THE MAINTENANCE OF
AND THE EXCLUSION FROM TRADING; 2) TO REQUEST,
I F APPROPRIATE, THE EXCLUSION FROM TRADING OF
THE SECURITIES MENTIONED IN THE F OREGOING PARAGRAPH,
WHICH SHALL BE CARRIED OUT WITH THE SAME FORMALITIES
AND I N STRICT COMPLIANCE WITH THE APPLICABLE
SECURITIES MARKET REGULATIONS; 3) TO A DOPT ALL
SUCH RESOLUTIONS AS IT DEEMS NECESSARY OR APPROPRIATE
IN ORDER TO AMO RTIZE OR CONVERT INTO BOOK-ENTRY
SECURITIES THE SECURITIES EVIDENCING THE DEBE
NTURES OR BONDS ISSUED BY THE COMPANY, WHEN SO
REQUIRED FOR SUCH SECURITIES TO BE ADMITTED TO
TRADING AND, ONCE ADMITTED, TO REMAIN ADMITTED
TO TRADING ON O RGANIZED SECONDARY MARKETS, EXECUTING
ANY AND ALL PUBLIC OR PRIVATE INSTRUMENT S THAT
MAY BE REQUIRED FOR SUCH PURPOSE; 4) TO DELEGATE
TO EITHER OF THE EXECU TIVE COMMITTEE OR THE
CHIEF EXECUTIVE OFFICER ALL OR PART OF THE POWERS
CONTEM PLATED IN THIS RESOLUTION; THIS AUTHORIZATION
REPLACES AND SUPERSEDES THE AUTH ORIZATION PREVIOUSLY
APPROVED AT THE GENERAL SHAREHOLDERS MEETING
HELD ON 03 APR 2004
6. AUTHORIZE THE BOARD OF DIRECTORS, ON BEHALF OF Management For
THE COMPANY, TO PARTICIPATE IN A FOUNDING CAPACITY,
BY ITSELF OR TOGETHER WITH OTHER INDIVIDUALS
OR LEGAL ENT ITIES, BE THEY DOMESTIC OR FOREIGN,
IN THE CREATION OF ONE OR MORE SPANISH PRI VATE-LAW
ASSOCIATIONS AND FOUNDATIONS WHICH PURSUE GENERAL
INTEREST OBJECTIVES SOCIAL WELFARE, CIVIC, EDUCATIONAL,
CULTURAL, SCIENTIFIC, SPORTING, HEALTH, COOPERATION
FOR DEVELOPMENT, DEFENSE OF THE ENVIRONMENT,
PROMOTION OF THE ECON OMY OR OF RESEARCH, PROMOTION
OF VOLUNTEERISM, OR ANY OTHER OBJECTIVES ALLOWED
BY LAW , WITH THE STIPULATIONS, CLAUSES, CONDITIONS,
STATEMENTS AND AGREEMENT S THAT IT DEEMS APPROPRIATE,
AND TO CONTRIBUTE AS INITIAL FUNDING, EITHER
ONCE OR PARTIALLY OR SUCCESSIVELY, CASH OR ANY
OTHER ASSETS OR RIGHTS THAT ARE DEE MED APPROPRIATE
FOR EACH OF THEM, AS WELL AS CONTRIBUTE CASH
OR ANY OTHER ASSE TS OR RIGHTS THAT ARE DEEMED
APPROPRIATE TO THOSE FOUNDATIONS IN WHICH THE
COM PANY IS A MEMBER OF THE BOARD, UP TO THE
TOTAL AMOUNT, FOR BOTH ITEMS, OF EUR 10 MILLION
ANNUALLY OR THE EQUIVALENT THEREOF IN OTHER CURRENCY
FOR ALL SUCH F OUNDATIONS AND ASSOCIATIONS DURING
THE PERIOD OF EFFECTIVENESS OF THIS AUTHORI ZATION;
FOR SUCH PURPOSE, THE BOARD OF DIRECTORS IS EXPRESSLY
AUTHORIZED TO EX ECUTE DEEDS OF INCORPORATION
AND TO DRAW UP AND APPROVE BY-LAWS FOR EACH OF
SU CH ASSOCIATIONS AND FOUNDATIONS, AND MAY ACCEPT
POSITIONS ON BEHALF OF THE COM PANY AND, IN GENERAL,
MAKE ANY DECISIONS AS ARE NECESSARY OR APPROPRIATE
TO DE VELOP AND CARRY OUT THIS RESOLUTION; THIS
AUTHORIZATION IS GRANTED FOR A MAXIM UM PERIOD
TO END ON THE DAY OF THE HOLDING OF THE ORDINARY
GENERAL SHAREHOLDER S MEETING IN THE YEAR 2006;
SUCH AUTHORIZATION MAY BE EXPRESSLY EXTENDED
BY S UBSEQUENT RESOLUTIONS ADOPTED BY THE SHAREHOLDERS
AT THE GENERAL SHAREHOLDERS MEETING; THE MAXIMUM
PERIOD OF THIS AUTHORIZATION IS WITHOUT PREJUDICE
TO POS SIBLE SUCCESSIVE FUNDINGS THAT, PURSUANT
TO APPLICABLE LEGISLATION, HAVE BEEN COMMITTED
TO DURING SUCH PERIOD AND ARE PENDING CONTRIBUTION
BY THE COMPANY UP ON THE EXPIRATION THEREOF;
THE SHAREHOLDERS SHALL BE INFORMED OF THE MANNER
IN WHICH THE AUTHORIZATION APPROVED UNDER THIS
RESOLUTION HAS BEEN USED AT THE N EXT GENERAL
SHAREHOLDERS MEETING TO BE HELD THEREAFTER;
THE BOARD OF DIRECTOR S MAY IN TURN DELEGATE
TO THE EXECUTIVE COMMITTEE WHATSOEVER POWERS
ARE GRANTE D TO IT BY THIS AUTHORIZATION; THIS
AUTHORIZATION REPLACES AND SUPERSEDES, TO THE
EXTENT OF THE UNUSED AMOUNT, THE PRIOR AUTHORIZATION
GRANTED AT THE GENERA L SHAREHOLDERS MEETING
HELD ON 03 APR 2004
7. RE-ELECT THE COMPANY DELOITTE & TOUCHE ESPA S.L. Management For
AS THE AUDITOR OF THE COMPANY AND ITS CONSOLIDATED
GROUP, WHICH AUDITOR SHALL PERFORM THE AUDITING
FOR FY 2 005, THE BOARD OF DIRECTORS BEING GRANTED
THE POWER, WHICH IT MAY DELEGATE TO THE EXECUTIVE
COMMITTEE FOR SUCH PURPOSE, TO EXECUTE THE CORRESPONDING
CONTRAC T FOR THE PROVISION OF SERVICES, SUBJECT
TO SUCH TERMS AND CONDITIONS AS IT DE EMS APPROPRIATE,
AND ALSO BEING EMPOWERED TO MAKE ANY PERTINENT
AMENDMENTS THE RETO PURSUANT TO LEGISLATION APPLICABLE
AT ANY TIME
8. RATIFICATION OF THE APPOINTMENT OF MR. SEBASTIAN Management For
BATTANER ARIAS AS A DIRECTOR DESIGNATED BY INTERIM
APPOINTMENT TO FILL A VACANCY
9.a RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For
OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE
COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS,
MR. JOSE IGNA CIO SANCHEZ GALAN AS A DIRECTOR
9.b RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For
OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE
COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS,
MR. VICTOR DE URRUTIA VALLEJO AS A DIRECTOR
9.c RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For
OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE
COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS,
MR. RJCARDO A LVAREZ ISASI AS A DIRECTOR
9.d RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For
OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE
COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS,
MR. JOSE IGNA CIO BERROETA ECHEVARRIA AS A DIRECTOR
9.e RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For
OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE
COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS,
MR. JUAN LUIS ARREGUI CIARSOLO AS A DIRECTOR
9.f RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For
OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE
COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS,
MR. JULIO DE MIGUEL AYNAT AS A DIRECTOR
9.g RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For
OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE
COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS,
MR. SEBASTIAN BATTANER ARIAS AS A DIRECTOR
10. AUTHORIZE THE BOARD OF DIRECTORS, WHICH MAY DELEGATE Management For
THE POWERS GRANTED TO ANY OF THE EXECUTIVE COMMITTEE,
THE CHAIRMAN MR. HUGO DE ORIOLE YBARRA, THE VICE
CHAIRMAN & CHIEF EXECUTIVE OFFICER MR. JOSE IGNACIO
SANCHEZ GALAN, OR THE SECR ETARY MR. FEDERICO
SAN SEBASTIAN FLECHOSO, TO THE FULLEST EXTENT
THAT MAY BE R EQUIRED UNDER APPLICABLE LAW, TO
SUPPLEMENT, CARRY OUT AND DEVELOP, BY MAKING
TECHNICAL MODIFICATIONS, IF APPROPRIATE, ALL
OF THE FOREGOING RESOLUTIONS, AS WELL AS TO REMEDY
ANY ERRORS OR OMISSIONS THEREIN, AND TO INTERPRET
SUCH RESOL UTIONS, WITH MR. IFLIGO DE ORIOLE
YBARRA, MR. JOSE IGNACIO SANCHEZ GALAN AND M
R. FEDERICO SAN SEBASTIAN FLECHOSO SEVERALLY
BEING GRANTED THE POWER TO EXECUT E THE APPROPRIATE
NOTARIZED INSTRUMENTS CONTAINING THE APPROVED
RESOLUTIONS, W ITH THE BROADEST POSSIBLE POWERS
TO PERFORM WHATSOEVER ACTS MAY BE NECESSARY A
ND TO EXECUTE SUCH DOCUMENTS AS MAY BE REQUIRED
TO REGISTER THE FOREGOING RESO LUTIONS WITH THE
COMMERCIAL REGISTRY, AND IN PARTICULAR TO: A)
TO CORRECT, CLA RIFY OR COMPLETE THE RESOLUTIONS
ADOPTED AT THIS GENERAL SHAREHOLDERS MEETING
OR WHICH ARE ADOPTED IN ANY NOTARIZED INSTRUMENTS
AND DOCUMENTS EXECUTED IN OR DER TO CARRY OUT
SUCH RESOLUTIONS AND, IN PARTICULAR, ANY OMISSIONS,
DEFECTS O R ERRORS IN FORM OR IN SUBSTANCE: WHICH
MAY HINDER REGISTRATION OF THESE RESOL UTIONS
AND THE CONSEQUENCES THEREFROM WITH THE COMMERCIAL
REGISTRY, THE PROPER TY REGISTRY, THE INDUSTRIAL
PROPERTY REGISTRY OR ANY OTHERS; B) TO PERFORM
ANY AND ALL LEGAL ACTS OR TRANSACTIONS THAT ARE
NECESSARY OR APPROPRIATE TO CARRY OUT THE RESOLUTIONS
ADOPTED AT THIS GENERAL SHAREHOLDERS MEETING,
EXECUTING SUCH PUBLIC OR PRIVATE INSTRUMENTS
AS MAY BE DEEMED REQUIRED OR APPROPRIATE FO R
THE FULL EFFECTIVENESS OF THESE RESOLUTIONS;
C) TO DELEGATE TO ONE OR MORE O F ITS MEMBERS,
WHETHER JOINTLY OR SEVERALLY, ALL OR ANY OF THE
POWERS THAT IT DEEMS APPROPRIATE AMONG THOSE
BELONGING TO THE BOARD OF DIRECTORS, AND ANY
OR ALL OF THE POWERS EXPRESSLY GRANTED BY THE
SHAREHOLDERS AT THIS GENERAL SHAREH OLDERS MEETING;
D) TO FINALLY DETERMINE ALL OTHER CIRCUMSTANCES
THAT MAY BE R EQUIRED, ADOPTING AND CARRYING
OUT SUCH RESOLUTIONS AS MAY BE NECESSARY, PUBLI
SHING SUCH NOTICES AND GIVING SUCH GUARANTEES
AS MAY BE PERTINENT FOR THE PURP OSES SET FORTH
IN THE LAW, AS WELL AS EXECUTING ANY REQUIRED
DOCUMENTS AND COM PLYING WITH ANY APPROPRIATE
FORMALITIES, AND FULFILLING ANY REQUIREMENTS
UNDER THE LAW FOR THE FULL PERFORMANCE OF THE
RESOLUTIONS APPROVED AT THE GENERAL S HAREHOLDERS
MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
INBEV SA, BRUXELLES EGM Meeting Date: 03/17/2005
Issuer: B5096U121 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
- ------------------------------------------------------------------------------------------------------------------------------------
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.
1. ACKNOWLEDGE THE DIRECTOR S RESIGNATION, THE DEFINITIVE Non-Voting
APPOINTMENT OF A CO-OPT ED DIRECTOR AND ACKNOWLEDGE
OF THE DIRECTORS INDEPENDENCE WITHIN THE MEANING
O F ARTICLE 524 OF THE BELGIAN COMAPNIES CODE
2. AMEND ARTICLE 13 OF THE ARTICLES OF ASSOCIATION Management
3. APPROVE THE CAPITAL INCREASE BY ISSUANCE OF UP Management
TO 49.545.705 NEW ORDINARY SHAR ES, FURTHER TO
A CONTRIBUTION IN KIND
4.1 APPROVE TO CLOSE THE CAPITAL INCREASE Management
4.2 APPROVE THE RESTATEMENT OF THE ARTICLES OF ASSOCIATION Management
4.3 AMEND THE COMPANY S RECORDS HELD WITH THE REGISTER Management
OF LEGAL ENTITIES AND OTHER FORMALITIES
7. APPROVE THE RESTATEMENT OF THE ARTICLES OF ASSOCIATION Management
8. AMEND THE COMPANY S RECORDS HELD WITH THE REGISTERED Management
OF LEGAL ENTITIES AND OTH ER FORMALITIES
- ------------------------------------------------------------------------------------------------------------------------------------
INBEV SA, BRUXELLES EGM Meeting Date: 03/17/2005
Issuer: B5096U121 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 218645 DUE TO ADDITIONAL R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. 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.
THANK YOU.
* 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.
1.1 ACKNOWLEDGE THE HONOURABLE RESIGNATION OF MR. Management
BERNARD HANON FROM HIS OFFICE AS A DIRECTOR,
EFFECTIVE AS OF 07 OCT 2004
1.2 APPOINT MR. MARK WINKELMAN AS A COOPTED DIRECTOR Management
1.3 ACKNOWLEDGE THAT I) MR. MARK WINKELMAN MEETS Management
THE FUNCTIONAL FAMILY AND SHAREHO LDING CRITERIA
OF INDEPENDENCE SET FORTH IN ARTICLE 524, SECTION
4, INDENT 2 O F THE BELGIAN COMPANIES CODE; II)
NONE OF THE CIRCUMSTANCES SET FORTH IN 1, 2 AND
3 OF ARTICLE 524, SECTION 4, INDENT 2 OF THE
BELGIUM COMPANIES CODE AND WH ICH WOULD PREVENT
MR. MARK WINKELMAN FROM QUALIFYING AS INDEPENDENT,
ARE APPLI CABLE TO HIM; AND III) MR. MARC WINKELMAN
HAS EXPRESSLY STATED AND THE BOARD O F DIRECTORS
IS OF THE OPINION THAT HE DOES NOT HAVE ANY TIES
WITH ANY OTHER CO MPANY WHICH COULD COMPROMISE
HIS INDEPENDENCE
2. AMEND ARTICLE 13 OF THE ARTICLES OF ASSOCIATION Management
BY ADDING ADDITIONAL INDENT AT THE END
3.i APPROVE THE CONTRIBUTION IN KIND BY HOLDERS OF Management
AMBEV COMMON SHARES ACCEPTING T O TENDER THEIR
SHARES IN THE STOCK MTO OF UP TO 3,583,214,808
AMBEV COMMON SHA RES THE CONTRIBUTION IN KIND
3.ii APPROVE, AS A RESULT OF THE CONTRIBUTION IN KIND, Management
TO INCREASE THE SHARE CAPITA L OF INBEV BY UP
TO EUR 38,150,192.85 IN ORDER TO BRING IT FROM
EUR 453,497,12 8.77 (OR ANY OTHER RELEVANT AMOUNT,
IN THE CASE THAT THIS AMOUNT IS MODIFIED A FTER
THE PUBLICATION OF THIS NOTICE AS A RESULT OF
(I) ANY EXERCISE OF WARRANT S ISSUED BY INBEV
IN CONNECTION WITH ITS EMPLOYEE WARRANTS PLAN
OR (II) ANY OT HER REASON) TO UP TO EUR 491,647,321.62
OR UP TO SUCH OTHER RELEVANT AMOUNT I N THE
CASE OF MODIFICATION, AS MENTIONED ABOVE, OF
THE CURRENT SHARE CAPITAL
3.iii APPROVE TO ALLOCATE THE REMAINING VALUE OF THE Management
CONTRIBUTION IN KIND, I.E. AN A MOUNT OF EUR
1,304,538,412.65 TO THE ISSUANCE PREMIUM ACCOUNT
OF INBEV, WHICH IS AN ACCOUNT THAT AFFORDS THE
SAME GUARANTEE TO THIRD PARTIES AS THAT AFFORDE
D BY THE SHARE CAPITAL OF INBEV AND MAY NOT BE
TERMINATED NOR THE AMOUNTS WHIC H IT CONTAINS
DISTRIBUTED EXCEPT FURTHER TO A RESOLUTION BY
THE SHAREHOLDERS MEETING RESOLVING IN ACCORDANCE
WITH THE REQUIREMENTS REFERRED TO IN ARTICLE
6 12 OF THE BELGIAN COMPANIES CODE
3.iv APPROVE, AS A RESULT OF THE SHARE CAPITAL INCREASE Management
MENTIONED IN (II) ABOVE, TO ISSUE, TO HOLDERS
OF AMBEV COMMON SHARES TENDERING THEIR SHARES
IN THE STOCK MTO, UP TO 49,545,705 NEW ORDINARY
SHARES OF LNBEV, WHICH (A) SHALL: I) BE OF THE
SAME KIND AS THE EXISTING ORDINARY SHARES OF
LNBEV; II) BENEFIT, UPON THEI R ISSUANCE, FROM
THE SAME RIGHTS AND PRIVILEGES AS THE EXISTING
ORDINARY SHARE S OF INBEV EXCEPT THAT THEY WILL
ENTITLE THEIR HOLDERS TO THE DIVIDEND RELATIN
G ONLY TO THE 2005 FY AND TO SUBSEQUENT FINANCIAL
YEARS; IV) BE ISSUED UNDER T HE FORM OF A GLOBAL
BEARER CERTIFICATE; V) HAVE NO NOMINAL VALUE
AND (B) SHALL INCREASE THE TOTAL NUMBER OF SHARES
OF CAPITAL STOCK OF INBEV FROM 588,617,20 1 SHARES
CURRENTLY OR ANY OTHER RELEVANT AMOUNT, IN THE
CASE THAT THIS AMOUNT IS MODIFIED AFTER THE PUBLICATION
OF THIS NOTICE AS A RESULT OF (I) ANY EXERC ISE
OF WARRANTS ISSUED BY INBEV IN CONNECTION WITH
ITS EMPLOYEE WARRANTS PLAN OR (II) ANY OTHER
REASON TO UP TO 638,162,906 SHARES OR UP TO
SUCH OTHER REL EVANT AMOUNT IN THE CASE OF MODIFICATION,
AS MENTIONED ABOVE, OF THE CURRENT N UMBER OF
SHARES
3.v AMEND, AS APPROPRIATE, INDENTS 1 AND 2 OF ARTICLE Management
5, AND ARTICLE 37, OF THE AR TICLES OF ASSOCIATION,
IN ORDER TO REFLECT THE CAPITAL INCREASE
4.1i AUTHORIZE THE BOARD OF DIRECTORS OF INBEV: A) Management
TO ASSESS AT THE CLOSE OF THE ST OCK MTO THE
NUMBER OF INBEV COMMON SHARES THAT WILL HAVE
BEEN TENDERED BY THE HOLDERS THEREOF IN THE STOCK
MTO; B) TO DECIDE THE NUMBER OF AMBEV COMMON
SHAR ES TENDERED IN THE STOCK MTO THAT AMBEV
WILL ACCEPT AS A CONTRIBUTION IN KIND TO ITS
SHARE CAPITAL AGAINST NEW INBEV ORDINARY SHARES
TO BE ISSUED PURSUANT T O THE CAPITAL INCREASE
OR TO DECIDE THAT INBEV WILL ACCEPT NONE OF THE
AMBEV C OMMON SHARES TENDERED IN THE STOCK MTO
AS A CONTRIBUTION IN KIND TO ITS SHARE CAPITAL;
C) TO DECIDE THE NUMBER OF AMBEV COMMON SHARES
TENDERED IN THE STOCK MTO THAT WILL BE ACQUIRED
BY WILL BE ACQUIRED BY INBEV OR INTERBREW INTERNATIO
NAL BV, A WHOLLY OWNED DUTCH SUBSIDIARY OF LNBEV,
IN EXCHANGE FOR EXISTING INB EV ORDINARY SHARES
TO BE PURCHASED BY LNBEV OR LNTERBREW INTERNATIONAL
BV AS APPLICABLE OR TO DECIDE THAT LNBEV AND
LNTERBREW INTERNATIONAL BV WILL ACQUI RE NONE
OF THE AMBEV COMMON SHARES TENDERED IN THE STOCK
MTO IN EXCHANGE FOR E XISTING LNBEV ORDINARY
SHARES; D) CONSEQUENTLY, TO DETERMINE THE FINAL
AMOUNT FOR WHICH THE CAPITAL INCREASE WILL CLOSE
AND THE FINAL NUMBER OF NEW LNBEV OR DINARY SHARES
THAT WILL BE ISSUED, IT BEING UNDERSTOOD THAT
(1) UPON SUCH DETE RMINATION THERE WILL BE NO
OBLIGATION FOR THE BOARD OF DIRECTORS NOR FOR
THE C OMPANY TO CLOSE THE CAPITAL INCREASE FOR
ALL OR PART OF ITS AMOUNT AND FOR ALL OR PART
OF THE CORRESPONDING NUMBER OF NEW INBEV ORDINARY
SHARES AND (2) THE RESOLUTIONS 3 (I) TO (V) ABOVE
ADOPTED BY THE EXTRAORDINARY SHAREHOLDERS MEETI
NG WILL BECOME VOID FOR THE AMOUNT AND NUMBER
OF SHARES IN EXCESS OF THOSE DET ERMINED PURSUANT
TO (D) ABOVE AMBEV COMMON SHARES HAVING TENDERED
THESE IN THE STOCK MTO AND THE CORRESPONDING
AMOUNT OF ISSUANCE PREMIUM HAS BEEN EFFECTIVE
LY PAID UP BY SUCH HOLDERS AND BOOKED ON AN UNAVAILABLE
ACCOUNT OF INBEV; AND C) AS A RESULT OF THE ISSUANCE
OF THE NEW ORDINARY SHARES OF INBEV, THE SHARES
CAPITAL OF INBEV HAS BEEN EFFECTIVELY INCREASED
BY THE CORRESPONDING AMOUNT
4.1ii AUTHORIZE 2 DIRECTORS ACTING JOINTLY THE ACKNOWLEDGING Management
IN DUE COURSE AND PROVI DED THE BOARD OF DIRECTORS
HAS DECIDED TO CLOSE ALL OR PART OF THE CAPITAL
INC REASE PURSUANT TO RESOLUTION 4.I, AND THE
REQUESTING OF A NOTARY TO ENACT IN A NOTARIAL
DEED: A) THAT THE RELEVANT NUMBER OF AMBEV COMMON
SHARES TENDERED IN THE STOCK MTO HAS BEEN EFFECTIVELY
CONTRIBUTED TO LNBEV; B) THAT, AS A RESULT ,
THE CORRESPONDING AMOUNT OF NEW ORDINARY SHARES
OF LNBEV HAVE BEEN EFFECTIVE LY ISSUED BY INBEV
AND PAID UP AND SUBSCRIBED IN THEIR ENTIRETY
BY THE HOLDERS OF AMBEV COMMON SHARES HAVING
TENDERED THESE IN THE STOCK MTO AND THE CORRESP
ONDING AMOUNT OF ISSUANCE PREMIUM HAS BEEN EFFECTIVELY
PAID UP BY SUCH HOLDERS AND BOOKED ON AN UNAVAILABLE
ACCOUNT OF INBEV; AND C) AS A RESULT OF THE ISSU
ANCE OF THE NEW ORDINARY SHARES OF INBEV, THE
SHARES CAPITAL OF INBEV HAS BEEN EFFECTIVELY
INCREASED BY THE CORRESPONDING AMOUNT
4.2 AUTHORIZE MR. BENOIT LOORE AND MR. JOS LEYSEN, Management
LEGAL DIRECTORS COMPANY & SECUR ITIES LAW AT
INBEV, WHO MAY ACT INDIVIDUALLY WITH RIGHT OF
SUBSTITUTION, FOR T HE RESTATEMENT OF THE ARTICLES
OF ASSOCIATION AS A RESULT OF THE AMENDMENTS
RE FERRED TO IN RESOLUTIONS 2 AND 3.2. V OF
THE AGENDA, FOR THE SIGNING OF SUCH RESTATED
VERSION AND ITS FILING WITH THE OFFICE OF THE
CLERK OF THE COMMERCIA L COURT OF BRUSSELS
4.3 AUTHORIZE MR. BENOIT LOORE AND MR. JOS LEYSEN, Management
LEGAL DIRECTORS COMPANY & SECUR ITIES LAW AT
INBEV, WHO MAY ACT INDIVIDUALLY WITH RIGHT OF
SUBSTITUTION, FOR T HE RESTATEMENT OF THE ARTICLES
OF ASSOCIATION AS A RESULT OF THE AMENDMENTS
RE FERRED TO IN RESOLUTIONS 2 AND 3.2. V OF
THE AGENDA, THE RECORDS OF THE COMP ANY HELD
WITH THE REGISTER OF LEGAL ENTITIES AND TO CARRY
OUT ANY FORMALITIES WITH THE ADMINISTRATION OF
THE VALUE ADDED TAX
- ------------------------------------------------------------------------------------------------------------------------------------
PROMOTORA DE INFORMACIONES SA AGM Meeting Date: 03/17/2005
Issuer: E8183K102 ISIN: ES0171743117
SEDOL: 4067034, 5987175
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
18 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal
1. APPROVE, WHEN APPROPRIATE, THE ANNUAL ACCOUNTS Management For
BALANCE SHEET, PROFIT AND LOSS ACCOUNT AND ANNUAL
REPORT AND MANAGEMENT REPORT OF PROMOTORA DE
INFORMACIONE S S.A AND ITS CONSOLIDATED GROUP,
ALL THE AFOREMENTIONED RELATED TO THE FY 200
4, AND INCOME DISTRIBUTION PROPOSAL
2. APPROVE THE BOARD OF DIRECTORS MANAGEMENT DURING Management For
THE FY 2004
3. APPROVE, IF APPROPRIATE, THE AGREEMENTS ADOPTED Management For
IN RELATION TO THE AUDITORS OF THE COMPANY AND
ITS CONSOLIDATED GROUP, WITHIN THE LEGAL REQUIREMENTS
AND LIM ITS
4. APPROVE TO CEASE AND APPOINT THE DIRECTORS Management For
5. GRANT AUTHORITY FOR THE ACQUISITION OF ITS TREASURY Management For
STOCK, DIRECTLY OR INDIREC TLY, WITHIN THE LEGAL
REQUIREMENTS AND LIMITS CANCELING THE AUTHORIZATION
GRAN TED BY THE GENERAL SHAREHOLDERS MEETING
HELD ON 15 APR 2004
6. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For
THE SHARE CAPITAL WITH OR WITHOUT SHARE PREMIUM,
AND TO EXCLUDE, IF PERTINENT, THE PREFERENTIAL
SUBSCRIPTION RI GHT; APPROVE TO CANCEL THE AUTHORIZATION
GRANTED IN THE GENERAL SHAREHOLDERS M EETING
OF 19 APR 2001
7. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE CONVERTIBLE Management For
AND/OR EXCHANGEABLE BOND S AND WARRANTS AND TO
DETERMINE THE CHARACTERISTICS OF THE CONVERSION
AND CAPI TAL INCREASE IN THE NECESSARY AMOUNT
8. APPROVE TO ISSUE THE CONVERTIBLE AND/OR EXCHANGEABLE Management For
BONDS, EXCLUDING THE PREF ERRED SUBSCRIPTION
RIGHT; AND AUTHORIZE THE BOARD OF DIRECTORS TO
EXECUTE THIS AGREEMENT AND DETERMINATION OF THE
CHARACTERISTICS
9. APPROVE TO DELEGATE THE FACULTIES Management For
- ------------------------------------------------------------------------------------------------------------------------------------
GRUPO FERROVIAL SA OGM Meeting Date: 03/18/2005
Issuer: E5701R106 ISIN: ES0162601019
SEDOL: 5678822, 5693405
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM THERE WILL BE A SEC OND CALL ON
19 MAR 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1. APPROVE THE REPORT ABOUT THE MODIFICATION OF Management Abstain
THE REGULATION OF THE FERROVIAL G ROUP S.A. BOARD
OF DIRECTORS APPROVED ON 28 MAY 2004
2. APPROVE THE FINANCIAL STATEMENTS AND MANAGEMENT Management For
REPORT OF THE COMPANY FOR THE FY 2004
3. APPROVE THE FINANCIAL STATEMENTS AND MANAGEMENT Management For
REPORT OF THE CONSOLIDATED GRO UP FOR THE FY 2004
4. APPROVE THE INCOME DISTRIBUTION Management For
5. APPROVE THE BOARD OF DIRECTORS MANAGEMENT FOR Management For
THE FY 2004
6. RE-ELECT THE DIRECTORS Management For
7. APPROVE THE REPAYMENT OF THE HIGH DIRECTORS, Management Against
INCLUDING MEMBERS OF THE BOARD, B Y THE DISTRIBUTION
OF THE STOCK OPTIONS
8. AUTHORIZE THE COMPANY TO ACQUIRE ITS TREASURY Management Against
STOCK, DIRECTLY OR THROUGH ITS G ROUP COMPANIES,
IN ACCORDANCE WITH ARTICLE 75 OF THE SPANISH
COMPANY LAW LEY DE SOCIEDADES ANONIMAS CANCELING
THE AUTHORIZATION GRANTED BY THE GENERAL SHA
REHOLDERS MEETING HELD ON 26 MAR 2004, AS WELL
AS TO DESTINE TOTAL OR PARTIALL Y THE ACQUIRED
TREASURY STOCK TO THE STOCK OPTIONS REPAYING PROGRAMS
9. AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT, Management For
EXECUTE AND CARRY OUT THE RESOL UTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV EGM Meeting Date: 03/18/2005
Issuer: N56369239 ISIN: NL0000375616 BLOCKING
SEDOL: B01YC48, B01ZSS7, B05PSD8
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE TAKE OVER, MELLIN Management
3.1 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management
3.2 AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ABOUT Management
EXCLUSION OF PREFERENTIAL RIG HTS
4. QUESTIONING Management
5. CLOSURE Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
LIBERTY INTERNATIONAL PLC AGM Meeting Date: 03/18/2005
Issuer: G8995Y108 ISIN: GB0006834344
SEDOL: 0683434, 6163822, B05P214
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For
OF 14.1P PER SHARE ORDINARY SH ARE
3. ELECT MR. R.M. CABLE AS A DIRECTOR Management For
4. ELECT MS. K.E. CHALDECOTT AS A DIRECTOR Management For
5. ELECT SIR ROBERT FINCH AS A DIRECTOR Management For
6. ELECT MR. L.J. HENDERSON AS A DIRECTOR Management For
7. ELECT MRS. L. JAMES AS A DIRECTOR Management For
8. ELECT MR. R. ROWLEY AS A DIRECTOR Management For
9. RE-ELECT MR. M. RAPP AS A DIRECTOR Management For
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID AND AUTHORI ZE THE AUDIT COMMITTEE TO
DETERMINE THEIR REMUNERATION
11. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 32,168,829
ORDIN ARY SHARES OF 50P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 50 P AND UP
TO 105% OF THE AVERAGE MIDDLE OF THE MARKET QUOTATIONS
FOR THE ORDINA RY SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 18 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIR Y, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUT ED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.13 AMEND ARTICLE 9 AND 12 OF THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH MIX Meeting Date: 03/18/2005
Issuer: H5439Q120 ISIN: CH0012337421 BLOCKING
SEDOL: 7126341, 7129146
- ------------------------------------------------------------------------------------------------------------------------------------
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.
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH AGM Meeting Date: 03/18/2005
Issuer: H5439Q120 ISIN: CH0012337421 BLOCKING
SEDOL: 7126341, 7129146
- ------------------------------------------------------------------------------------------------------------------------------------
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. THANK YOU.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216927, 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.
1. APPROVE THE ANNUAL REPORT 2004, ANNUAL FINANCIAL Management
STATEMENTS 2004 AND CONSOLIDA TED STATEMENTS
OF ACCOUNTS 2004 AND RECEIVE THE REPORTS OF THE
AUDITORS AND TH E GROUP AUDITORS
2. APPROVE THE BALANCE SHEET PROFIT Management
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS
4. AMEND THE ARTICLES OF INCORPORATION REGARDING Management
THE BOARD OF DIRECTORS
5.1 ELECT THE BOARD OF DIRECTORS Management
5.2 ELECT THE AUDITORS AND THE GROUP AUDITORS Management
- ------------------------------------------------------------------------------------------------------------------------------------
MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH AGM Meeting Date: 03/18/2005
Issuer: H5439Q120 ISIN: CH0012337421 BLOCKING
SEDOL: 7126341, 7129146
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 218604 DUE TO CHANGE IN NU MBER OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREG ARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management
REPORTS
2. APPROVE THE ALLOCATION OF INCOME AND OMISSION Management
OF DIVIDENDS
3. GRANT DISCHARGE TO THE BOARD AND THE SENIOR MANAGEMENT Management
4. AMEND ARTICLES REGARDING, THE ESTABLISHMENT OF Management
STAGGERED BOARD, ESTABLISHING M ANDATORY RETIREMENT
POLICY FOR BOARD MEMBERS
5. ELECT MR. HARALD STANZER AS A DIRECTOR Management
6. RATIFY ERNST AND YOUNG AS THE AUDITORS Management
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
STMICROELECTRONICS N V AGM Meeting Date: 03/18/2005
Issuer: N83574108 ISIN: NL0000226223 BLOCKING
SEDOL: 5962321, 5962332, 5962343, 7165720, B01GZG7, B05DWQ3
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. CALL TO ORDER AND OPENING Management
2. APPROVE THE REPORT OF THE MANAGING BOARD ON THE Management
2004 FY AND DISCUSSION THEREOF
3. APPROVE THE REPORT OF THE SUPERVISORY BOARD ON Management
THE 2004 FY AND DISCUSSION THER EOF
4.a APPROVE AND ADOPT THE ANNUAL ACCOUNTS FOR THE Management
2004 FY
4.b APPROVE THE RETAINED EARNINGS, DIVIDEND POLICY Management
AND ADOPTION OF A DIVIDEND OF U SD 0.12 PER COMMON
SHARE
4.c GRANT DISCHARGE TO THE SOLE MEMBER OF THE MANAGING Management
BOARD
4.d GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management
BOARD
5. APPOINT A NEW SOLE MEMBER OF THE MANAGING BOARD Management
6. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management
7. APPOINT PRICEWATERHOUSECOOPERS N.V. AS THE COMPANY Management
S AUDITORS
8. APPROVE THE COMPENSATION POLICY FOR THE MANAGING Management
BOARD
9. APPROVE THE COMPENSATION OF THE MEMBERS OF THE Management
SUPERVISORY BOARD
10. AMEND THE COMPANY S EXISTING 2001 EMPLOYEE STOCK Management
OPTION PLAN
11. APPROVE THE NEW THREE-YEAR STOCK-BASED COMPENSATION Management
PLAN FOR MEMBERS AND PROFE SSIONALS OF THE SUPERVISORY
BOARD
12. AMEND THE ARTICLES OF ASSOCIATION INCLUDING Management
AUTHORIZATION TO EXECUTE THE DEED OF AMENDMENT
REQUIRED BY CHANGES IN DUTCH LAW AND CORPORATE
GOVERNANCE STAND ARDS
13. APPROVE THE TRIBUTE TO OUTGOING PRESIDENT AND Management
CHIEF EXECUTIVE OFFICER, MR. PAS QUALE PRISTORIO
14. QUESTION TIME Management
15. CLOSE Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF RECORD DATE. IF YOU HAV E ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
STMICROELECTRONICS N V AGM Meeting Date: 03/18/2005
Issuer: N83574108 ISIN: NL0000226223 BLOCKING
SEDOL: 5962321, 5962332, 5962343, 7165720, B01GZG7, B05DWQ3
- ------------------------------------------------------------------------------------------------------------------------------------
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 11 MAR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
218584 DUE TO CHANGE IN THE N UMBER OF THE RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. CALL TO ORDER AND OPENING Non-Voting
2. APPROVE THE REPORT OF THE MANAGING BOARD ON THE Non-Voting
2004 FY AND DISCUSSION THEREOF
3. APPROVE THE REPORT OF THE SUPERVISORY BOARD ON Non-Voting
THE 2004 FY AND DISCUSSION THER EOF
4.a APPROVE AND ADOPT THE ANNUAL ACCOUNTS FOR THE Management
2004 FY
4.b APPROVE THE RETAINED EARNINGS, DIVIDEND POLICY Management
AND ADOPTION OF A DIVIDEND OF U SD 0.12 PER COMMON
SHARE
4.c GRANT DISCHARGE TO THE SOLE MEMBER OF THE MANAGING Management
BOARD
4.d GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management
BOARD
5. APPOINT A NEW SOLE MEMBER OF THE MANAGING BOARD Management
6.a APPOINT MR. GERALD ARBOLA AS A MEMBER OF THE Management
SUPERVISORY BOARD
6.b APPOINT MR. MATTEO DEL FANTE AS A MEMBER OF THE Management
SUPERVISORY BOARD
6.c APPOINT MR. TOM DE WAARD AS A MEMBER OF THE SUPERVISORY Management
BOARD
6.d APPOINT MR. DIDIER LOMBARD AS A MEMBER OF THE Management
SUPERVISORY BOARD
6.e APPOINT MR. BRUNO STEVE AS A MEMBER OF THE SUPERVISORY Management
BOARD
6.f APPOINT MR. ANTONIO TURICCHI AS A MEMBER OF THE Management
SUPERVISORY BOARD
6.g APPOINT MR. DOUGLAS DUNN AS A MEMBER OF THE SUPERVISORY Management
BOARD
6.h APPOINT MR. FRANCIS GAVOIS AS A MEMBER OF THE Management
SUPERVISORY BOARD
6.i APPOINT MR. ROBERT WHITE AS A MEMBER OF THE SUPERVISORY Management
BOARD
7. APPOINT PRICEWATERHOUSECOOPERS N.V. AS THE COMPANY Management
S AUDITORS
8. APPROVE THE COMPENSATION POLICY FOR THE MANAGING Management
BOARD
9. APPROVE THE COMPENSATION OF THE MEMBERS OF THE Management
SUPERVISORY BOARD
10. AMEND THE COMPANY S EXISTING 2001 EMPLOYEE STOCK Management
OPTION PLAN
11. APPROVE THE NEW THREE-YEAR STOCK-BASED COMPENSATION Management
PLAN FOR MEMBERS AND PROFE SSIONALS OF THE SUPERVISORY
BOARD
12. AMEND THE ARTICLES OF ASSOCIATION INCLUDING Management
AUTHORIZATION TO EXECUTE THE DEED OF AMENDMENT
REQUIRED BY CHANGES IN DUTCH LAW AND CORPORATE
GOVERNANCE STAND ARDS
13. APPROVE THE TRIBUTE TO OUTGOING PRESIDENT AND Non-Voting
CHIEF EXECUTIVE OFFICER, MR. PAS QUALE PRISTORIO
14. QUESTION TIME Non-Voting
15. CLOSE Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
TELEFONICA PUBLICIDAD E INFORMACION SA, MADRID OGM Meeting Date: 03/19/2005
Issuer: E9016X113 ISIN: ES0178419117
SEDOL: 5996245
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, IF PERTINENT, THE ANNUAL STATEMENTS Management For
AND THE MANAGEMENT REPORT OF TELE FONICA PUBLIC
IDAD E INFORMACION, SA AND ITS CONSOLIDATED FINANCIAL
GROUP, THE ALLOCATION OF EARNINGS OF TELEFONICA
PUBLICIDAD E INFORMACION, SA AND THE PER FORMING
OF THE BOARD OF DIRECTORS, ALL THE AFOREMENTIONED
RELATING TO THE FY 2 004
2. APPROVE THE DISTRIBUTION TO THE SHAREHOLDERS: Management For
DISTRIBUTION OF CASH DIVIDEND PA YMENTS BY CHARGING
PROFITS OF THE FY 2004
3. APPOINT, IF PERTINENT, THE ADVISORS Management For
4. APPOINT THE ACCOUNTS AUDITORS OF THE COMPANY Management For
AND ITS CONSOLIDATED FINANCIAL GR OUP CCCORDING
TO THE ARTICLE 204 OF THE CORPORATE BY-LAWS
5. GRANT AUTHORITY FOR THE ACQUISITION OF TREASURY Management For
STOCK, DIRECTLY OR THROUGH ITS CONSOLIDATED FINANCIAL
GROUP
6. APPROVE THE CAPITAL DECREASE BY REDEEMING ITS Management For
OWN TREASURY STOCK, EXCLUDING TH E OPPOSITION
OF CREDITORS, WITH THE MODIFICATION OF THE COMPANY
BY-LAWS ACCORD INGLY
7. GRANT AUTHORITY TO EXECUTE PASSED RESOLUTIONS Management For
- ------------------------------------------------------------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD EGM Meeting Date: 03/21/2005
Issuer: Y85830100 ISIN: HK0511001957
SEDOL: 5274190, 6881674, B01Y6R9
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND RATIFY THE AGREEMENT AS SPECIFIED Management For
AND THE TRANSACTIONS CONTEMPLA TED THEREUNDER
2. APPROVE THAT THE PERIOD OF 30 DAYS DURING WHICH Management For
THE COMPANY S REGISTER OF MEMB ER MAY BE CLOSED
UNDER SECTION 99(1) OF THE COMPANIES ORDINANCE
DURING THE CAL ENDAR YEAR 2005, BE EXTENDED,
PURSUANT TO SECTION 99(2) OF THE COMPANIES ORDIN
ANCE, TO 60 DAYS
* PLEASE NOTE THAT THE SHAREHOLDERS NEED TO FILL Non-Voting Non-Vote Proposal
A DECLARATION FORM FOR THEIR VO TE INSTRUCTIONS
TO BE ACCEPTED. THESE FORMS CONTAIN 3 SECTIONS.
SECTION A WILL BE FILLED BY THE INSTITUTION.
PLEASE FIND THE SCANNED DOCUMENTS VIA THE LINK
WW3.ICS.ADP.COM/STREETLINK_DATA/DIRY85830100/SA65E0.PDF
- ------------------------------------------------------------------------------------------------------------------------------------
CHUGAI PHARMACEUTICAL CO LTD AGM Meeting Date: 03/23/2005
Issuer: J06930101 ISIN: JP3519400000
SEDOL: 08
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management For
9, FINAL JY 9, SPECIAL JY 0
2 AMEND THE ARTICLES OF INCORPORATION DIRECTORS Management For
3.1 ELECT MR. A.E. COHEN AS A DIRECTOR Management For
3.2 ELECT MR. J.K.L. KNOWLES AS A DIRECTOR Management For
3.3 ELECT MR. M. OHASHI AS A DIRECTOR Management For
4. ELECT M. SAITO AS A CORPORATE AUDITOR Management For
5. APPROVE THE ISSUANCE OF MR. SHINKSBU YOYAKU-KEN Management For
RIGHT TO ACQUIRE NEW ISSUE AS STOCK OPTIONS
6. GRANT RETIREMENT ALLOWANCES TO THE RETIRING AUDITORS Management For
* 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
- ------------------------------------------------------------------------------------------------------------------------------------
SGS SA, GENEVE OGM Meeting Date: 03/23/2005
Issuer: H7484G106 ISIN: CH0002497458 BLOCKING
SEDOL: 4824778
- ------------------------------------------------------------------------------------------------------------------------------------
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 Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
- ------------------------------------------------------------------------------------------------------------------------------------
SGS SA, GENEVE OGM Meeting Date: 03/23/2005
Issuer: H7484G106 ISIN: CH0002497458 BLOCKING
SEDOL: 4824778
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1.A RECEIVE THE 2004 ANNUAL REPORT AND THE ACCOUNTS Management
OF SGA SA: REPORT OF THE AUDIT ORS
1.B RECEIVE THE 2004 CONSOLIDATED ACCOUNTS OF THE Management
SGS GROUP: REPORT OF THE GROUP A UDITORS
2. APPROVE TO RELEASE OF THE BOARD OF DIRECTORS Management
AND OF THE MANAGEMENT
3. APPROVE THE APPROPRIATION OF PROFITS RESULTING Management
FROM THE BALANCE SHEET OF SGS S A
4. ELECT THE BOARD OF DIRECTORS Management
5. ELECT THE AUDITORS Management
6. AMEND THE ARTICLE 5 OF THE ARTICLES OF INCORPORATION Management
AUTHORIZED INCREASE OF S HARE CAPITAL
7. APPROVE THE ABOLITION OF THE BEARER PROFIT SHARING Management
CERTIFICATES AGAINST DELIVE RY OF REGISTERED
SHARES TO THE BEARERS OF PROFIT SHARING CERTIFICATES:
DELETIO N OF ARTICLE 7 AND AMEND THE ARTICLE
31, PARAGRAPH 4, AND OF HEADING II OF THE ARTICLES
OF INCORPORATION
- ------------------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV AGM Meeting Date: 03/24/2005
Issuer: N07059160 ISIN: NL0000334365 BLOCKING
SEDOL: 5949368, 5949670
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2.1 APPROVE THE ANNUAL ACCOUNT AND THE ANNUAL REPORT Management
2.2 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management
2.3 APPROVE THE REPORT OF THE SUPERVISORY BOARD Management
2.4 APPROVE THE EVALUATION OF THE PERFORMANCE BY Management
THE ACCOUNTANT
2.5 APPROVE THE RESERVE AND DIVIDEND POLICY Management
2.6 APPROVE THE ASSESSMENT OF THE ANNUAL ACCOUNT Management
OF 2004
3. APPROVE THE CORPORATE GOVERNANCE Management
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management
5. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
6. APPROVE THE ARRANGEMENTS OF THE OPTION AND SHARE Management
7. APPROVE THE PROFILE OF THE SUPERVISORY BOARD Management
8. APPROVE THE COMPILATION OF THE SUPERVISORY BOARD Management
9. APPROVE THE VACANCIES FOR THE SUPERVISORY BOARD Management
FOR 2006
10. APPROVE THE SALARY OF THE SUPERVISORY BOARD Management
11. AMEND THE ARTICLES OF ASSOCIATION Management
12. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management
SHARES AND TO LIMIT THE EXCLUSIO N OF PREFERENCE
RIGHT
13. AUTHORIZE THE BOARD OF DIRECTORS TO BUY OWN SHARES Management
14. QUESTIONS Management
15. CLOSING Non-Voting
- ------------------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV AGM Meeting Date: 03/24/2005
Issuer: N07059160 ISIN: NL0000334365 BLOCKING
SEDOL: 5949368, 5949670
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
215684 DUE TO CHANGE IN THE N UMBERING. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 17 MAR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2.a APPROVE THE REPORT OF THE MANAGING BOARD ON THE Management
FY 2004
2.b APPROVE THE REPORT OF THE SUPERVISORY BOARD ON Management
THE FY 2004
2.c APPROVE THE EVALUATION OF THE PERFORMANCE OF Management
THE EXTERNAL AUDITOR BY THE AUDIT COMMITTEE AND
THE MANAGING BOARD
2.d APPROVE THE COMPANY S CURRENT POLICY NOT TO PAY Management
ANY DIVIDENDS ON ITS ORDINARY SHARES, NOR TO
DISTRIBUTE ANY RESERVES, BUT TO INVEST THOSE
PROCEEDS, IF ANY, IN RESEARCH AND DEVELOPMENT
OF NEW TECHNOLOGY THE EVALUATION OF THE PERFORMANC
E BY THE ACCOUNTANT
2.e APPROVE THE ANNUAL ACCOUNTS ON THE FY 2004 Management
3. APPROVE THE CORPORATE GOVERNANCE CHAPTER OF THE Management
ANNUAL REPORT 2004
4. GRANT DISCHARGE TO THE MANAGING BOARD IN RESPECT Management
OF THE DUTIES PERFORMED DURIN G THE PAST FY
5. GRANT DISCHARGE TO THE SUPERVISORY BOARD IN RESPECT Management
OF THE DUTIES PERFORMED DU RING THE PAST FY
6. APPROVE THE STOCK OPTION AND SHARE ARRANGEMENTS Management
7. APPROVE THE PROFILE OF THE SUPERVISORY BOARD MEMBERS Management
8.a RE-APPOINT MR. J.W.B. WESTERBURGEN, O.B. BILOUS Management
AND MS. H.J.C. VAN DEN BURG AS MEMBERS OF THE
SUPERVISORY BOARD WHERE ALL DETAILS AS LAID DOWN
IN ARTICLE 2: 158 PARAGRAPH 5, SECTION 2:142
PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILAB
LE FOR THE GENERAL MEETING OF SHAREHOLDERS
8.b AUTHORIZE THE GENERAL MEETING TO RECOMMEND INDIVIDUALS Management
FOR APPOINTMENT TO THE POST OF SUPERVISORY DIRECTOR
9. APPROVE THE VACANCIES IN THE SUPERVISORY BOARD Management
FOR 2006
10. APPROVE TO INCREASE THE REMUNERATION OF THE CHAIRMAN Management
OF THE AUDIT COMMITTEE WI TH AN AMOUNT OF EUR
5,000 PER YEAR AND GRANT MR. O.B. BILOUS EUR
10.000 PER YE AR, IN ADDITION TO THE REMUNERATION
OF EUR 25.000 FOR SUPERVISORY BOARD MEMBER SHIP,
ON THE CONDITION THAT MR. BILOUS IS APPOINTED
AS A SUPERVISORY DIRECTOR
11. APPROVE TO CHANGE THE ARTICLES OF ASSOCIATION Management
IN RESPECT OF THE FOLLOWING SUBJ ECTS: ADJUSTMENTS
ACCORDING IMPLEMENTATION OF CHANGES IN DUTCH
CIVIL LAW
12. APPROVE THAT THE MANAGING BOARD SUBJECT TO THE Management
APPROVAL OF THE SUPERVISORY BOA RD AND THE MEETING
OF PRIORITY SHAREHOLDERS BE DESIGNATED FOR A
PERIOD OF 18 M ONTHS AS THE BODY AND AUTHORIZE
THE MANAGING BOARD TO ISSUE THE SHARES NOT EXC
EEDING THE NUMBER OF UNISSUED SHARES IN THE CAPITAL
OF THE COMPANY AND APPROVA L OF THE SUPERVISORY
BOARD AND THE MEETING OF PRIORITY SHAREHOLDERS
AS THE SOL E BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE
RIGHT ON NEW ISSUED SHARES IN THE C OMPANY
13. 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
UP TO A MAXIMU M NUMBER WHICH AT THE TIME OF
ACQUISITION; THE COMPANY IS PERMITTED TO ACQUIRE
PURSUANT TO THE PROVISIONS OF SECTION 98, SUBSECTION
2 OF BOOK 2 OF THE NETHE RLANDS CIVIL CODE SUCH
ACQUISITION MAY BE EFFECTED BY MEANS OF ANY TYPE
OF CON TRACT, INCLUDING STOCK EXCHANGE TRANSACTIONS
AND PRIVATE TRANSACTIONS, THE PRI CE MUST LIE
BETWEEN THE PAR VALUE OF THE SHARES AND AN AMOUNT
EQUAL TO 110% OF THE MARKET PRICE, BY MARKET
PRICE IS UNDERSTOOD THE AVERAGE OF THE HIGHEST
PR ICES REACH BY THE SHARES ON EACH OF THE 5
STOCK EXCHANGE BUSINESS DAYS PRECEDI NG THE DATE
OF ACQUISITION, AS EVIDENCED BY THE OFFICIAL
PRICE LIST OF EURONEX T AMSTERDAM NV; AUTHORITY
IS VALID FOR A PERIOD OF 18 MONTHS, COMMENCING
ON 24 MAR 2005 OF DIRECTORS TO BUY OWN SHARES
14. TRANSACT ANY OTHER BUSINESS Other
15. CLOSING Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN THE BLOCKING CONDITIONS. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM U NLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THAT TH E NEW
CUT OFF DATE IS 18 MAR 2005. THANK YOU
- ------------------------------------------------------------------------------------------------------------------------------------
STRAUMANN HOLDING AG, WALDENBURG AGM Meeting Date: 03/24/2005
Issuer: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: 7156832
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
STRAUMANN HOLDING AG, WALDENBURG AGM Meeting Date: 03/24/2005
Issuer: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: 7156832
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING ID 213108, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MU ST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGI STRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTE R THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. 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
1. RECEIVE THE ANNUAL REPORT 2004 AND REPORTS OF Management
THE AUDITORS AND THE GROUP AUDIT ORS
2. APPROVE THE ANNUAL REPORT 2004, ANNUAL FINANCIAL Management
STATEMENTS 2004 AND CONSOLIDA TED FINANCIAL STATEMENTS
2004
3. APPROVE APPROPRIATION OF THE BALANCE SHEET PROFIT; Management
ALLOCATION OF INCOME AND DI VIDENDS OF CHF 2.00
PER SHARE
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management
5. ELECT MR. RUDOLF MAAG, MR. SEBASTIAN BURCKHARDT Management
AND MR. JUERG MORANT AS THE BO ARD OF DIRECTORS
6. ELECT PROCEWATERHOUSECOOPERS AS THE AUDITORS Management
7. APPROVE THE MOVEMENT AND CHANGE OF HEADING AND Management
NUMERAL 1.1 OF THE ARTICLES OF ASSOCIATION
8. AMEND NUMERALS 3.1.3 AND 3.1.8 OF THE ARTICLES Management
OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
TONENGENERAL SEKIYU K.K., TOKYO AGM Meeting Date: 03/25/2005
Issuer: J8657U110 ISIN: JP3428600005
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROFIT APPROPRIATION FOR NO.85 TERM: Management For
DIVIDENDS FOR THE CURRENT TER M HAS BEEN PROPOSED
AS JPY 18 PER SHARE JPY 36 ON A YEARLY BASIS
2.1 ELECT MR. G.W. PRUESSING AS A DIRECTOR Management For
2.2 ELECT MR. KENICHI SUGIYAMA AS A DIRECTOR Management For
2.3 ELECT MR. KAZUO SUZUKI AS A DIRECTOR Management For
2.4 ELECT MR. W.J. BOGATY AS A DIRECTOR Management For
2.5 ELECT MR. J.F. SPRUILL AS A DIRECTOR Management For
2.6 ELECT MR. JUN MUTOU AS A DIRECTOR Management For
3. ELECT MR. JUN OOTA AS AN ALTERNATE STATUTORY AUDITOR Management Against
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
TREND MICRO INC AGM Meeting Date: 03/25/2005
Issuer: J9298Q104 ISIN: JP3637300009
SEDOL: 5626092, 6125286, B02NJL0
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 16TH PROFIT APPROPRIATION PLAN Management For
2. APPROVE PARTIAL AMENDMENTS TO THE ARTICLES OF Management For
INCORPORATION; PLEASE REFER TO T HE PAGE 54 OF
THE PROXY STATEMENT FOR THE DETAILS OF THE PROPOSED
CHANGES
3.1 ELECT MR. MING-JANG CHANG AS A DIRECTOR Management For
3.2 ELECT MS. EVA CHEN AS A DIRECTOR Management For
3.3 ELECT MR. MAHENDRA NEGI AS A DIRECTOR Management For
3.4 ELECT MR. HIROTAKA TAKEUCHI AS A DIRECTOR Management For
4.1 APPOINT MR. FUMIO HASEGAWA AS A CORPORATE AUDITOR Management For
4.2 APPOINT MR. SADATOSHI NAKAYAMA AS A CORPORATE Management For
AUDITOR
4.3 APPOINT MR. YASUO KAMEOKA AS A CORPORATE AUDITOR Management For
4.4 APPOINT MR. KOJI FUJITA AS A CORPORATE AUDITOR Management For
5. APPROVE THE ISSUANCE OF THE STOCK ACQUISITION Management Against
RIGHTS AS A STOCK OPTIONS TO DIR ECTORS, EMPLOYEES
OF, STAFF SECONDED TO, ADVISORS OF AND PERSONS
SCHEDULED TO BE EMPLOYED BY THE COMPANY AND ITS
SUBSIDIARIES; PLEASE REFER TO PAGE 57 THRU 60
OF THE PROXY STATEMENT FOR THE EXPLANATION
- ------------------------------------------------------------------------------------------------------------------------------------
BRISA-AUTO-ESTRADAS DE PORTUGAL S A AGM Meeting Date: 03/28/2005
Issuer: X07448107 ISIN: PTBRI0AM0000 BLOCKING
SEDOL: 5369193, 5378928, 5803925, 5821574
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT AND THE RESULTS OF 2004 Management
2. APPROVE THE CONSOLIDATED REPORT AND ALSO THE Management
CONSOLIDATED RESULTS OF 2004
3. APPROVE THE PROFIT S APPROPRIATION Management
4. APPROVE THE GENERAL APPROPRIATION OF THE COMPANY Management
S MANAGEMENT AND AUDITING
5. APPROVE THE REPORT OF THE GENERAL MANAGEMENT Management
INCENTIVE SCHEME
6. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES Management
7. APPROVE THE CHANGES ON THE GENERAL MANAGEMENT Management
INCENTIVE SCHEME
8. ELECT THE CORPORATE BODIES FOR 2005-2007 Management
* PLEASE NOTE THAT 500 MINIMUM SHARES ARE ENTITLED Non-Voting
TO 1 VOTE. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
YAMAHA MOTOR CO LTD AGM Meeting Date: 03/29/2005
Issuer: J95776126 ISIN: JP3942800008
SEDOL: 5938258, 6985264, B02NKF1
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROPOSAL OF PROFIT APPROPRIATION Management For
FOR NO.70 TERM: DIVIDENDS FOR THE CURRENT TERM
HAS BEEN PROPOSED AS JPY 14 PER SHARE JPY 14
ON A YEAR BASIS
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION: Management For
THE TERM OF OFFICE FOR THE DIRE CTOR HAS BEEN
PROPOSED TO CHANGE TO 1 YEAR FROM THE PRESENT
2 YEAR
3.1 ELECT MR. TOORU HASEGAWA AS THE DIRECTOR Management For
3.2 ELECT MR. TAKASHI KAJIKAWA AS THE DIRECTOR Management For
3.3 ELECT MR. HIROYASU MIYAO AS THE DIRECTOR Management For
3.4 ELECT MR. RYUUICHI YAMASHITA AS THE DIRECTOR Management For
3.5 ELECT MR. HIROSHI UKON AS THE DIRECTOR Management For
3.6 ELECT MR. KUNIHIKO NAKAJIMA AS THE DIRECTOR Management For
3.7 ELECT MR. WATARU SUZUKI AS THE DIRECTOR Management For
4. ELECT MR. HIROSHI TANAKA AS THE AUDITOR Management For
5. GRANT RETIREMENT ALLOWANCE TO THE RETIRED DIRECTORS Management For
AND STATUTORY AUDITOR: 3 D IRECTORS MESSES RYUUICHI
YAMASHITA, HIROSHI UKON AND KUNIHIKO NAKAJIMA
AND 1 S TATUTORY AUDITOR KAZUYOSHI NAKANO, ACCORDING
TO THE COMPANY RULE
6. APPROVE THE REVISION OF REMUNERATION FOR THE Management For
DIRECTORS AND STATUTORY AUDITORS: THE REMUNERATIONS
FOR THE DIRECTORS WILL BE REVISED TO JPY 45,000,000
A MONTH FROM JPY 36,000,000 OR LESS AT PRESENT
AND THAT FOR STATUTORY AUDITORS WILL B E REVISED
TO JPY 5,500,000 A MONTH FROM JPY 4,500,000 OR
LESS
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
ASAHI BREWERIES LTD AGM Meeting Date: 03/30/2005
Issuer: J02100113 ISIN: JP3116000005
SEDOL: 5709432, 6054409, B020TC2
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 7.5, FINAL JY 7.5, SPECIAL
JY 0
2 APPROVE EXECUTIVE STOCK OPTION PLAN Management For
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
4 APPOINT INTERNAL STATUTORY AUDITOR Management For
5 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
ASAHI GLASS AGM Meeting Date: 03/30/2005
Issuer: J02394120 ISIN: JP3112000009
SEDOL: 2045515, 5753031, 6055208
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 6, FINAL JY 6, SPECIAL
JY 0
2 AMEND ARTICLES TO: LIMIT LEGAL LIABILITY OF DIRECTORS Management For
AND STATUTORY AUDITORS
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
5 APPROVE EXECUTIVE STOCK OPTION PLAN Management Against
6 APPROVE RETIREMENT BONUSES TO STATUTORY AUDITORS Management Against
AND SPECIAL PAYMENTS TO CONTINUING STATUTORY
AUDITORS IN CONNECTION WITH ABOLITION OF RETIREMENT
BONUS SYSTEM
- ------------------------------------------------------------------------------------------------------------------------------------
ASAHI GLASS AGM Meeting Date: 03/30/2005
Issuer: J02394120 ISIN: JP3112000009
SEDOL: 2045515, 5753031, 6055208
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVAL OF THE PROFIT APPROPRIATION FOR NO.80 Management For
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JPY 6 PER SHARE
2. AMEND THE ARTICLES OF INCORPORATION Management For
3.1 ELECT MR. SHINYA ISHIZU AS A DIRECTOR Management For
3.2 ELECT MR. MASAHIRO KADOMATSU AS A DIRECTOR Management For
3.3 ELECT MR. HAJIME AMEMIYA AS A DIRECTOR Management For
3.4 ELECT MR. TAKASHI MATSUZAWA AS A DIRECTOR Management For
3.5 ELECT MR. HARUO SHIMADA AS A DIRECTOR Management For
3.6 ELECT MR. KAKUTAROU KITASHIRO AS A DIRECTOR Management For
3.7 ELECT MR. TAKUYA GOTOU AS A DIRECTOR Management For
4.1 ELECT MR. TAKASHI TERASHIMA AS A STATUTORY AUDITOR Management For
4.2 ELECT MR. SEIJI MUNAKATA AS A STATUTORY AUDITOR Management For
5. AUTHORIZE THE COMPANY TO GIVE FREE SHARE SUBSCRIPTION Management For
RIGHTS TO DIRECTORS, EXE CUTIVES, AND EMPLOYEES
OF THE COMPANY AND ITS SUBSIDIARIES AS STOCK
OPTION IN ACCORDANCE WITH COMMERCIAL CODE 280-20
AND 280-21
6. GRANT RETIREMENT ALLOWANCES TO STATUTORY AUDITORS Management For
MR. MASASHI SAKAMOTO AND MR. HIROSHI WATANABE
AND ALSO, IN CONNECTION WITH THE ADOPTED ABOLISHMENT
OF RETI REMENT ALLOWANCES SYSTEM, THE COMPANY
GRANTS RETIREMENT ALLOWANCES UPON RETIRE MENT
TO CURRENT STATUTORY AUDITORS MR. KAZUHIKO NAGANO
AND MR. MASAYUKI MINATO
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID 221756 DUE TO A CHANGE. AL L VOTES RECEIVED
ON THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
ASATSU-DK INC. AGM Meeting Date: 03/30/2005
Issuer: J03014107 ISIN: JP3109800007
SEDOL: 5837270, 6056052, B020TH7
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROFIT APPROPRIATION FOR NO. 50 TERM: Management For
DIVIDENDS FOR THE CURRENT TE RM AS JPY 11 PER
SHARE JPY 20 ON A YEARLY BASIS
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For
3.1 ELECT MR. MASAO INAGAKI AS A DIRECTOR Management For
3.2 ELECT MR. KOICHIRO NAGANUMA AS A DIRECTOR Management For
3.3 ELECT MR. HIDEAKI HIROSE AS A DIRECTOR Management For
3.4 ELECT MR. TAKEO HISHIYAMA AS A DIRECTOR Management For
3.5 ELECT MR. KENJI MORI AS A DIRECTOR Management For
3.6 ELECT MR. KAZUHIKO OHNO AS A DIRECTOR Management For
3.7 ELECT MR. MASANOBU KINJOU AS A DIRECTOR Management For
3.8 ELECT MR. HIDEYUKI NAGAI AS A DIRECTOR Management For
3.9 ELECT MR. MASAHIKO MURAYAMA AS A DIRECTOR Management For
3.10 ELECT MR. HIROAKI KASAI AS A DIRECTOR Management For
3.11 ELECT MR. KAZUHIKO NARIMATSU AS A DIRECTOR Management For
3.12 ELECT MR. KOUJI SHIMIZU AS A DIRECTOR Management For
3.13 ELECT SIR MARTIN SORRELL AS A DIRECTOR Management For
4. ELECT MR. SHOUJI HONDA AS THE STATUTORY AUDITOR Management For
5. GRANT RETIREMENT ALLOWANCES TO THE DIRECTORS Management For
MR. EIZOU OOKI AND MR. OSAMU TANI GUCHI ACCORDING
TO THE COMPANY RULE
- ------------------------------------------------------------------------------------------------------------------------------------
BANCO ESPIRITO SANTO SA AGM Meeting Date: 03/30/2005
Issuer: X0346X153 ISIN: PTBES0AM0007 BLOCKING
SEDOL: 4058061, 5740334
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2004 MANAGEMENT REPORT AND ACCOUNTS Management
2. APPROVE THE 2004 CONSOLIDATED MANAGEMENT REPORT Management
AND CONSOLIDATED ACCOUNTS
3. APPROVE THE APPLICATION OF THE RESULTS Management
4. APPROVE TO PROCEED WITH THE APPRECIATION OF MANAGEMENT Management
AND THE FISCAL MATTERS OF THE COMPANY
5. APPROVE THE MAINTENANCE OF THE GROUP RELATION Management
RELATED TO THE COMPANIES WITH BE S DETAINS ALL
THE SOCIAL CAPITAL
6. APPROVE THE ACQUISITION BY BES OF REPRESENTATIVE Management
SHARES OF OWN SOCIAL CAPITAL AND POSTERIOR ALIENATION
7. APPROVE TO PROCEED WITH THE RATIFICATION OF THE Management
DESIGNATION FOR THE EFFECTIVE MEMBER OF THE FISCAL
COUNCIL THE COMPANY KPMG AND ASSOCIADOS
8. ELECT 2 MEMBERS FOR THE BOARD OF DIRECTORS Management
- ------------------------------------------------------------------------------------------------------------------------------------
BRIDGESTONE CORP AGM Meeting Date: 03/30/2005
Issuer: J04578126 ISIN: JP3830800003
SEDOL: 5476402, 6132101, B01DD20
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROPOSAL OF PROFIT APPROPRIATION Management For
FOR NO. 86 TERM : DIVIDENDS FOR T HE CURRENT
TERM HAS BEEN PROPOSED AS JPY 11 PER SHARE JPY
19 ON A YEARLY BASI S
2. APPROVE THE ACQUISITION OF COMPANY S OWN SHARES: Management For
THE COMPANY SHALL ACQUIRE UP TO 24,000,000 OF
ITS OWN SHARES UP TO JPY 50,000,000,000 IN VALUE
IN ACCORDA NCE WITH COMMERCIAL CODE 210
3. APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For
S ARTICLES OF INCORPORATION: THE COMPANY S NUMBER
OF ISSUED AND OUTSTANDING SHARES WILL BE CHANGED
TO 1,470,00 0,000 FROM THE PRESENT 1,500,000,000
4.1 ELECT MR. SHIGEO WATANABE AS A DIRECTOR Management For
4.2 ELECT MR. SHOUSHI ARAKAWA AS A DIRECTOR Management For
4.3 ELECT MR. MASAHARU OKU AS A DIRECTOR Management For
4.4 ELECT MR. TATSUYA OKAJIMA AS A DIRECTOR Management For
4.5 ELECT MR. GIICHI MIYAKAWA AS A DIRECTOR Management For
4.6 ELECT MR. MARK A. EMKES AS A DIRECTOR Management For
4.7 ELECT MR. AKIRA INOUE AS A DIRECTOR Management For
4.8 ELECT MR. TOMOYUKI IZUMISAWA AS A DIRECTOR Management For
4.9 ELECT MR. SHOUJI MIZUOCHI AS A DIRECTOR Management For
4.10 ELECT MR. YASUO ASAMI AS A DIRECTOR Management For
5. ELECT MR. YUKIO KANAI AS A STATUTORY AUDITOR Management For
6. GRANT RETIREMENT ALLOWANCES TO, MR. AKIRA SONODA, Management For
MR. ISAO TOGASHI AND MR. HIR OSHI KANAI, THE
RETIRING DIRECTORS AND MR. KATSUNORI YAMAJI,
A RETIRED STATUTO RY AUDITOR
7. APPROVE THE ASSIGNMENT OF FREE SUBSCRIPTION RIGHTS: Management For
THE COMPANY HAS PROPOSED T O GIVE FREE SHARE
SUBSCRIPTION RIGHTS TO ITS DIRECTORS AND EMPLOYEES
AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL
CODE 280-20 AND 280-21
* 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
- ------------------------------------------------------------------------------------------------------------------------------------
BRIDGESTONE CORP AGM Meeting Date: 03/30/2005
Issuer: J04578126 ISIN: JP3830800003
SEDOL: 5476402, 6132101, B01DD20
- ------------------------------------------------------------------------------------------------------------------------------------
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 221749 DUE TO CHANGE IN RE CORD DATE. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
1. APPROVE THE PROPOSAL OF PROFIT APPROPRIATION Management For
FOR NO. 86 TERM : DIVIDENDS FOR T HE CURRENT
TERM HAS BEEN PROPOSED AS JPY 11 PER SHARE JPY
19 ON A YEARLY BASI S
2. APPROVE THE ACQUISITION OF COMPANY S OWN SHARES: Management For
THE COMPANY SHALL ACQUIRE UP TO 24,000,000 OF
ITS OWN SHARES UP TO JPY 50,000,000,000 IN VALUE
IN ACCORDA NCE WITH COMMERCIAL CODE 210
3. APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For
S ARTICLES OF INCORPORATION: THE COMPANY S NUMBER
OF ISSUED AND OUTSTANDING SHARES WILL BE CHANGED
TO 1,470,00 0,000 FROM THE PRESENT 1,500,000,000
4.1 ELECT MR. SHIGEO WATANABE AS A DIRECTOR Management For
4.2 ELECT MR. SHOUSHI ARAKAWA AS A DIRECTOR Management For
4.3 ELECT MR. MASAHARU OKU AS A DIRECTOR Management For
4.4 ELECT MR. TATSUYA OKAJIMA AS A DIRECTOR Management For
4.5 ELECT MR. GIICHI MIYAKAWA AS A DIRECTOR Management For
4.6 ELECT MR. MARK A. EMKES AS A DIRECTOR Management For
4.7 ELECT MR. AKIRA INOUE AS A DIRECTOR Management For
4.8 ELECT MR. TOMOYUKI IZUMISAWA AS A DIRECTOR Management For
4.9 ELECT MR. SHOUJI MIZUOCHI AS A DIRECTOR Management For
4.10 ELECT MR. YASUO ASAMI AS A DIRECTOR Management For
5. ELECT MR. YUKIO KANAI AS A STATUTORY AUDITOR Management For
6. GRANT RETIREMENT ALLOWANCES TO, MR. AKIRA SONODA, Management For
MR. ISAO TOGASHI AND MR. HIR OSHI KANAI, THE
RETIRING DIRECTORS AND MR. KATSUNORI YAMAJI,
A RETIRED STATUTO RY AUDITOR
7. APPROVE THE ASSIGNMENT OF FREE SUBSCRIPTION RIGHTS: Management For
THE COMPANY HAS PROPOSED T O GIVE FREE SHARE
SUBSCRIPTION RIGHTS TO ITS DIRECTORS AND EMPLOYEES
AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL
CODE 280-20 AND 280-21
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
JERONIMO MARTINS SGPS SA, LISBOA AGM Meeting Date: 03/30/2005
Issuer: X40338109 ISIN: PTJMT0AE0001 BLOCKING
SEDOL: 4477235, 5740390
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
* PLEASE NOTE THAT FOR EVERY 100 SHARES YOU HAVE Non-Voting
1 VOTING RIGHT. THANK YOU.
1. APPROVE THE 2004 ANNUAL REPORT AND ACCOUNTS OF Management
THE COMPANY
2. APPROVE THE PROFITS APPROPRIATION Management
3. APPROVE THE CONSOLIDATED ANNUAL REPORT AND ACCOUNTS Management
FOR THE YEAR 2004
4. APPROVE TO APPRECIATE THE MANAGEMENT BOARD AND Management
SUPERVISORY BOARD PERFORMANCE
5. AMEND THE COMPANY BY-LAWS BY ADDING NUMBER 3 Management
TO ARTICLE 26
6. APPROVE TO RULE THE RETIREMENT PLAN FOR THE BOARD Management
MEMBERS
- ------------------------------------------------------------------------------------------------------------------------------------
KIRIN BREWERY CO LTD AGM Meeting Date: 03/30/2005
Issuer: 497350108 ISIN: JP3258000003
SEDOL: 0494164, 4510981, 5737499, 6493745, B020SK3
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE THE PROFIT APPROPRIATION FOR NO.166 TERM: Management For
DIVIDENDS FOR CURRENT TERMS HAS BEEN PROPOSED
AS JPY 7 PER SHARE JPY 13.50 ON A YEAR BASIS
2.1 ELECT MR. KOUICHIROU ARAMAKI AS A DIRECTOR Management For
2.2 ELECT MR. NAOMICHI ASANO AS A DIRECTOR Management For
2.3 ELECT MR. TAKESHI SHIGENAGA AS A DIRECTOR Management For
2.4 ELECT MR. SHOUZOU SAWADA AS A DIRECTOR Management For
2.5 ELECT MR. AKIRA NEGAMI AS A DIRECTOR Management For
2.6 ELECT MR. KAZUYASU KATOU AS A DIRECTOR Management For
2.7 ELECT MR. TAKESHI SHIMAZU AS A DIRECTOR Management For
2.8 ELECT MR. KAZUHIRO SATOU AS A DIRECTOR Management For
2.9 ELECT MR. KENJIROU HATA AS A DIRECTOR Management For
2.10 ELECT MR. SATORU KISHI AS A DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
MABUCHI MOTOR CO LTD AGM Meeting Date: 03/30/2005
Issuer: J39186101 ISIN: JP3870000001
SEDOL: 6551030
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 25, INTERIM SPECIAL JY
39, FINAL JY 25, FINAL SPECIAL JY 26
2.1 ELECT MR. R. MABUCHI AS A DIRECTOR Management For
2.2 ELECT MR. S. KAMEI AS A DIRECTOR Management For
2.3 ELECT MR. N. HABUCHI AS A DIRECTOR Management For
2.4 ELECT MR. E. SON AS A DIRECTOR Management For
2.5 ELECT MR. M. NAKANISHI AS A DIRECTOR Management For
2.6 ELECT MR. Y. UEHARA AS A DIRECTOR Management For
2.7 ELECT MR. S. NISHIMURA AS A DIRECTOR Management For
2.8 ELECT MR. Y. SUGIMOTO AS A DIRECTOR Management For
- ------------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LTD AGM 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. RECEIVE THE AUDITED ACCOUNTS FOR THE YE 31 DEC Management For
2004 AND THE REPORTS OF THE DIR ECTORS AND THE
AUDITORS THEREON
2.a.i REAPPOINT MR. LEE SENG WEE AS A DIRECTOR, WHO Management For
RETIRE UNDER SECTION 153(6) OF T HE COMPANIES
ACT, CHAPTER 50, UNTIL THE NEXT AGM
2a.ii REAPPOINT MR. MICHAEL WONG PAKSHONG AS A DIRECTOR, Management For
WHO RETIRE UNDER SECTION 15 3(6) OF THE COMPANIES
ACT, CHAPTER 50, UNTIL THE NEXT AGM
2.b.i ELECT MR. DAVID CONNER AS A DIRECTOR WHO RETIRES Management For
BY ROTATION
2b.ii ELECT DR. TSAO YUAN AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
2biii ELECT MR. WONG NANG JANG AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
2c.i ELECT MR. GIAM CHIN TOON AS A DIRECTOR, WHO RETIRE Management For
UNDER ARTICLE 111 OF THE BA NK S ARTICLES OF ASSOCIATION
2.cii ELECT PROFESSOR NEO BOON SIONG AS A DIRECTOR, Management For
WHO RETIRE UNDER ARTICLE 111 OF THE BANK S ARTICLES
OF ASSOCIATION
3. APPROVE THE FINAL DIVIDEND OF 19 CENTS PER SGD Management For
1.00 ORDINARY STOCK UNIT, LESS SINGAPORE INCOME
TAX, IN RESPECT OF THE YE 31 DEC 2004
4. APPROVE THE DIRECTORS FEES OF SGD 661,000 FOR Management For
2004 2003-SGD 625,000
5. APPOINT THE AUDITORS AND APPROVE TO FIX THEIR Management For
REMUNERATION
6.a AUTHORIZE THE DIRECTORS TO ISSUE ORDINARY SHARES Management For
IN THE CAPITAL OF THE BANK WH ETHER BY WAY OF
BY WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR MAKE
OR GRANT OFFE RS, AGREEMENTS OR OPTIONS COLLECTIVELY
INSTRUMENTS THAT MIGHT OR WOULD REQUI RE ORDINARY
SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED
TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS
TO WARRANTS, DEBENTURES OR OTHER INSTRUMENT
S CONVERTIBLE INTO ORDINARY SHARES AT ANY TIME
AND UPON SUCH TERMS AND CONDITI ONS AND FOR SUCH
PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS
MAY IN THEIR AB SOLUTE DISCRETION DEEM FIT NOT
WITH STANDING THE AUTHORITY CONFERRED BY THIS
R ESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE
ORDINARY SHARES IN PURSUANCE OF ANY INSTRUMENT
MADE OR GRANTED OR GRANTED BY THE DIRECTORS
WHILE THIS RESOLU TION WAS IN FORCE; THE AGGREGATE
NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUA
NT TO THIS RESOLUTION INCLUDING ORDINARY SHARES
TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE
OR GRANTED PURSUANT TO THIS RESOLUTION DOES
NOT EXCEED 50% O F THE ISSUED ORDINARY SHARE
CAPITAL OF THE BANK, AS CALCULATED IN ACCORDANCE
W ITH SUB-PARAGRAPH(2) BELOW OF WHICH THE AGGREGATE
NUMBER OF ORDINARY SHARES TO BE ISSUED OTHER
THAN ON A PRO-RATA BASIS TO STOCKHOLDERS OF THE
BANK INCLU DING ORDINARY SHARES TO BE ISSUED
IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT
TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE
ISSUED ORDINARY SHARE CAPITAL OF THE BANK AS
CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH(2)
BELOW AND THE PERCENTAGE OF ISSUED ORDINARY SHARE
CAPITAL SHALL BE BASED ON THE OR DINARY SHARE
CAPITAL OF THE BANK AFTER ADJUSTING FOR NEW ORDINARY
SHARES ARISI NG FROM THE CONVERSION OR EXERCISE
OF ANY CONVERTIBLE SECURITIES OR SHARE OPTI ONS
VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING
OR SUBSISTING AT THE TIME TH IS RESOLUTION IS
PASSED; AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION
OF OR DINARY SHARES; IN EXERCISING THE AUTHORITY
CONFERRED BY THIS RESOLUTION, THE B ANK SHALL
COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL
OF THE SGX-ST FOR T HE TIME BEING IN FORCE UNLESS
SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST
AND THE ARTICLES OF ASSOCIATION FOR THE TIME
BEING OF THE BANK; AND AUTHORIT Y EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE BANK OR THE DAT E BY WHICH THE NEXT AGM OF
THE COMPANY AS REQUIRED BY LAW
6.b AUTHORIZE THE DIRECTORS OF THE BANK, PURSUANT Management For
TO SECTION 161 OF THE COMPANIES ACT, CHAPTER
50, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF ORDINARY SHARES IN THE CAPITAL OF THE
BANK, AS MAY BE REQUIRED TO BE ISSUED PURSUANT
TO THE EXERCISE OF THE OPTIONS UNDER THE OCBC
EXECUTIVES SHARE OPTION SCHEME 19 94 APPROVED
BY ORDINARY RESOLUTION NO 1 PASSED AT THE EGM
OF THE BANK ON 11 JU N 1994 (THE 1994 SCHEME),
PROVIDED THAT THE AGGREGATE NUMBER OF ORDINARY
SHAR ES TO BE ISSUED PURSUANT TO THE 1994 SCHEME
SHALL NOT EXCEED 5% OF THE TOTAL I SSUED ORDINARY
SHARE CAPITAL OF THE BANK FROM TIME TO TIME AND
THAT THE AGGREG ATE NUMBER OF ORDINARY SHARES
TO BE ISSUED TO ANY EXECUTIVE UNDER THE 1994
SCH EME SHALL NOT, SUBJECT TO SUCH ADJUSTMENT
AS MAY BE MADE IN ACCORDANCE WITH TH E 1994 SCHEME
SHALL NOT EXCEED 5%. OF THE TOTAL ISSUED ORDINARY
SHARE CAPITAL OF THE BANK FROM TIME TO TIME AND
THAT THE AGGREGATE NUMBER OF ORDINARY SHARE S
TO BE ISSUED TO ANY EXECUTIVE UNDER THE 1994
SCHEME SHALL NOT, SUBJECT TO SU CH ADJUSTMENTS
AS MAY BE MADE IN ACCORDANCE WITH THE 1994 SCHEME,
EXCEED 25% O F THE AGGREGATE NUMBER OF ORDINARY
SHARES WHICH MAY BE ISSUED BY THE BANK INC LUDING
ANY ORDINARY SHARES WHICH MAY BE ISSUED PURSUANT
TO ADJUSTMENTS, IF ANY , MADE UNDER THE 1994
SCHEME PURSUANT TO THE EXERCISE OF OPTIONS UNDER
THE 19 94 SCHEME
6.c AUTHORIZE THE DIRECTORS OF THE BANK, PURSUANT Management Against
TO SECTION 161 OF THE COMPANIES ACT, CHAPTER
50, TO OFFER AND GRANT OPTIONS IN ACCORDANCE
WITH THE PROVISIONS OF THE OCBC SHARE OPTION
SCHEME 2001, TO ALLOT AND ISSUE FROM TIME TO
TIME SUC H NUMBER OF ORDINARY SHARES IN THE CAPITAL
OF THE BANK AS MAY BE REQUIRED TO B E ISSUED
PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER
THE 2001 SCHEME, PROVID ED ALWAYS THAT THE AGGREGATE
NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUANT
T O THE 2001 SCHEME SHALL NOT EXCEED 10% OF THE
TOTAL ISSUED ORDINARY SHARE CAPI TAL OF THE BANK
FROM TIME TO TIME
6.d AUTHORIZE THE DIRECTORS OF THE BANK, PURSUANT Management Against
TO SECTION 161 OF THE COMPANIES ACT, CHAPTER
50, TO GRANT IN ACCORDANCE WITH THE PROVISIONS
OF THE OCBC EMPLOY EE SHARE PURCHASE PLAN, TO
ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER
OF OR DINARY SHARES IN THE CAPITAL OF THE BANK
AS MAY BE REQUIRED TO BE ISSUED PURSU ANT TO
THE EXERCISE OF, RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES UNDER THE PLAN , PROVIDED THAT THE AGGREGATE
NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUANT
TO THE PLAN, WHEN AGGREGATED WITH THE AGGREGATE
NUMBER OF ORDINARY SHARES TO B E ISSUED PURSUANT
TO THE 1994 SCHEME AND 2001 SCHEME, SHALL NOT
EXCEED 15% OF THE TOTAL ISSUED ORDINARY SHARE
CAPITAL OF THE BANK FROM TIME TO TIME
6.e APPROVE THAT THE CONTINGENT UPON ANY OF THE ORDINARY Management For
SHARES IN THE BANK BEING ISSUED AND BEING CREDITED
AS FULLY PAID, THE SAME BE AND SHALL HEREBY BE
CONVE RTED INTO STOCK UNITS TRANSFERABLE IN AMOUNTS
AND MULTIPLES OF SGD1.00 EACH
6.f AUTHORIZE THE DIRECTORS OF THE BANK TO ISSUE Management For
PREFERENCE SHARES REFERRED TO IN ARTICLES 7A,
7B, 7C, 7D, 7E, 7F, 7G, 7I AND 7J OF THE ARTICLES
OF ASSOCIATION OF THE BANK, OTHER PREFERENCE
SHARES OR NON-VOTING SHARES IN THE CAPITAL OF
TH E BANK WHETHER BY WAY OF RIGHTS, BONUS OR
OTHERWISE; AND/OR MAKE OR GRANT OFFE RS, AGREEMENTS
OR OPTIONS THAT MIGHT OR WOULD REQUIRE PREFERENCE
SHARES REFERR ED TO IN SUB-PARAGRAPH (I) ABOVE
OR NON-VOTING SHARES TO BE ISSUED, NOT BEING
ORDINARY SHARES TO WHICH THE AUTHORITY REFERRED
TO IN RESOLUTION 6(A) ABOVE RE LATES; AT ANY
TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH PURPOSES AN D TO SUCH PERSONS AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT, AND
(NOTWITHSTANDING THE AUTHORITY CONFERRED BY THIS
RESOLUTION MAY HAVE CEASE D TO BE IN FORCE) ISSUE
PREFERENCE SHARES REFERRED TO IN SUB-PARAGRAPH
(I) ABO VE OR NON-VOTING SHARES IN PURSUANCE
OF ANY OFFERS, AGREEMENTS OR OPTIONS MADE OR
GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION
WAS IN FORCE; AND AUTHORIT Y EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE BANK
OR THE DAT E BY WHICH THE NEXT AGM OF THE BANK
IS REQUIRED BY LAW TO BE HELD
7. TRANSACT ANY OTHER BUSINESS Other Against
- ------------------------------------------------------------------------------------------------------------------------------------
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. APPROVE THAT, ALL OF THE ORDINARY STOCK UNITS Management For
IN THE CAPITAL OF THE BANK TRANS FERABLE IN AMOUNTS
AND MULTIPLES OF SGD1 .00 EACH IN ISSUE AS AT
A BOOKS CLOSU RE DATE TO BE DETERMINED BY THE
DIRECTORS (THE BOOK CLOSURE DATE) BE RECONVERT
ED WITH EFFECT FROM THE BOOK CLOSURE DATE INTO
ISSUED AND FULLY PAID-UP ORDINA RY SHARES OF
SGD 1.00 EACH ON THE BASIS OF ONE ORDINARY SHARE
OF SGD 1.00 EACH FOR EVERY ORDINARY STOCK UNIT
OF SGD 1.00 EACH; ALL OF THE ORDINARY SHARES
OF SGD 1.00 EACH IN THE CAPITAL OF THE BANK (BOTH
ISSUED AND UNISSUED) BE SUBDIV IDED IN SUCH MANNER
THAT EVERY ONE OF THE SAID ORDINARY SHARES SHALL
CONSTITUT E TWO ORDINARY SHARES OF SGD 0.50 EACH
(ON WHICH, IN THE CASE OF ORDINARY SHAR ES OF
SGD 0.50 EACH CREATED PURSUANT TO THE SUBDIVISION
OF ORDINARY SHARES OF SGD 1.00 EACH IN THE PAID-UP
ORDINARY SHARE CAPITAL IN THE BANK HELD AS AT
THE BOOKS CLOSURE DATE, THE SUM OF SGD 0.50 SHALL
BE CREDITED AS HAVING BEEN FULL Y PAID-UP FOR
EACH ORDINARY SHARE AND THE PAR VALUE OF EACH
ORDINARY SHARE B OTH ISSUED AND UNISSUED BE
REDUCED FROM SGD 1.00 TO SGD 0.50; ALL OF THE
ISSU ED ORDINARY SHARES OF SGD 0.50 EACH IN THE
PAID-UP ORDINARY SHARE CAPITAL OF T HE BANK WHICH
ARE CREDITED AS FULLY-PAID BE CONVERTED INTO
ORDINARY STOCK UNIT S TRANSFERABLE IN AMOUNTS
AND MULTIPLES OF SGD 0.50 EACH; AND ANY RESOLUTION
PROVIDING FOR THE CONVERSION OF THE ISSUED ORDINARY
SHARES OF SGD1.00 EACH INT O ORDINARY STOCK UNITS
OF SGD 1.00 EACH BE CANCELLED AND ACCORDINGLY,
CONTINGE NT UPON ANY OF THE ORDINARY SHARES IN
THE BANK BEING ISSUED AND BEING CREDITED AS FULLY
PAID THE SAME BE CONVERTED INTO STOCK UNITS TRANSFERABLE
IN AMOUNTS AND MULTIPLES OF SGD 0.50 EACH; AND
AUTHORIZE THE DIRECTORS OF THE BANK TO DO ALL
ACTS AND THINGS AS THEY MAY CONSIDER NECESSARY
OR EXPEDIENT TO GIVE EFFEC T TO THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
PUMA AG RUDOLF DASSLER SPORT OGM Meeting Date: 03/30/2005
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.
- ------------------------------------------------------------------------------------------------------------------------------------
RAKUTEN INC, TOKYO AGM Meeting Date: 03/30/2005
Issuer: J64264104 ISIN: JP3967200001
SEDOL: 5987788, 6229597
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE THE PROFIT APPROPRIATION FOR NO. 8 TERM: Management For
DIVIDENDS FOR THE CURRENT TER M HAS BEEN PROPOSED
AS JPY 250 PER SHARE
2 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management Against
BY JPY 10,000,000,000 FROM THE PRESENT JPY 25,135,769,677
3 APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For
S ARTICLES OF INCORPORATION; THE NUMBER OF DIRECTOR
S POSITION HAS BEEN PROPOSED TO BE CHANGED TO
14 OR LESS F ROM THE PRESENT 12 OR LESS; THE
COMPANY HAS PROPOSED TO ADD TO THE LIST OF ITS
OBJECTIVES IN AN ATTEMPT TO DIVERSIFY ITS OVERALL
BUSINESS OPERATIONS
4.1 ELECT MR. TAKASHI YOSHIDA AS A DIRECTOR Management For
4.2 ELECT MR. MANABU MORI AS A DIRECTOR Management For
4.3 ELECT MR. YASUHIDE UNO AS A DIRECTOR Management For
4.4 ELECT MR. MUNEAKI MASUDA AS A DIRECTOR Management For
4.5 ELECT MR. TATSUMI YODA AS A DIRECTOR Management For
4.6 ELECT MR. ATSUSHI KUNISHIGE AS A DIRECTOR Management For
4.7 ELECT MR. TOORU SHIMADA AS A DIRECTOR Management For
4.8 ELECT MR. HISASHI SUZUKI AS A DIRECTOR Management For
5.1 ELECT MR. KOUJI HATA AS THE STATUTORY AUDITOR Management For
5.2 ELECT MR. SHOUICHIROU MASUMI AS THE STATUTORY Management For
AUDITOR
6 APPROVE TO GIVE THE FREE SHARE SUBSCRIPTION RIGHTS Management Against
TO THE NON- SHAREHOLDERS AS STOCK OPTION IN ACCORDANCE
WITH COMMERCIAL CODE 280-20 AND 280-21
- ------------------------------------------------------------------------------------------------------------------------------------
SAPPORO HOLDINGS LTD AGM Meeting Date: 03/30/2005
Issuer: J69413128 ISIN: JP3320800000
SEDOL: 5735880, 6776907, B02LG79
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROFIT OF APPROPRIATION FOR NO.81 Management For
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JPY 5 PER SHARE
2.1 ELECT MR. TAKAO MURAKAMI AS A DIRECTOR Management For
2.2 ELECT MR. SHINJI SAITOU AS A DIRECTOR Management For
2.3 ELECT MR. TATSUSHI IWAMA AS A DIRECTOR Management For
2.4 ELECT MR. HIROAKI ETOU AS A DIRECTOR Management For
2.5 ELECT MR. YOSHIYUKI MOCHIDA AS A DIRECTOR Management For
3. GRANT RETIREMENT ALLOWANCE TO MR. YUKIO ASHIBU, Management For
A RETIRED DIRECTOR, ACCORDING TO THE COMPANY RULE
* 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.
- ------------------------------------------------------------------------------------------------------------------------------------
SEMBCORP LOGISTICS LTD EGM Meeting Date: 03/30/2005
Issuer: Y8144Q113 ISIN: SG1J98892651
SEDOL: 6359320
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THAT, PURSUANT TO ARTICLE 10 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COM PANY AND SUBJECT TO
THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC
OF SING APORE: (A) THE SHARE CAPITAL OF THE COMPANY
BE REDUCED BY WAY OF CANCELLING, S UBJECT TO
THE ROUNDING-UP AS DEFINED IN POINT (B) , UP
TO 139,740,000 ORDINAR Y SHARES OF SGD 0.25 EACH
SHARES IN THE ISSUED AND PAID-UP SHARE CAPITAL
OF THE COMPANY ON THE BASIS OF UP TO 0.1608 SHARES
FOR EVERY SHARE HELD BY EACH S HAREHOLDER OF
THE COMPANY AS OF THE BOOKS CLOSURE DATE BOOKS
CLOSURE DATE TO BE DETERMINED BY THE DIRECTORS
PROVIDED HOWEVER THAT NO SUCH CANCELLATION OF
SHARES SHALL BE MADE IN RESPECT OF ANY SHARES
HELD BY OR ON BEHALF OF A SHAREH OLDER HOLDING
OR OWNING A NUMBER OF SHARES LESS THAN OR EQUAL
TO 10 SHARES AS AT THE BOOKS CLOSURE DATE; (B)
THE NUMBER OF SHARES PROPOSED TO BE CANCELLED
P URSUANT TO POINT (A) ABOVE BE REDUCED BY ROUNDING
UP TO THE NEAREST MULTIPLE O F 10 SHARES ROUNDING-UP
THE RESULTANT NUMBER OF SHARES THAT WOULD HAVE
BEEN HELD BY OR ON BEHALF OF EACH SHAREHOLDER
FOLLOWING THE PROPOSED CANCELLATION O F SHARES
PURSUANT TO POINT (A) ABOVE; IN THE EVENT THE
RESULTANT NUMBER OF SHA RES ARISING FROM THE
ROUNDING-UP: (I) IS GREATER THAN THAT HELD BY
OR ON BEHAL F OF EACH SHAREHOLDER AS AT THE BOOKS
CLOSURE DATE, NO ROUNDING-UP WILL BE APP LIED
AND THE NUMBER OF SHARES PROPOSED TO BE CANCELLED
FROM SUCH SHAREHOLDER S HALL BE THE NUMBER OF
SHARES CANCELLED SOLELY BASED ON THE REDUCTION
PROPORTIO N OF UP TO 0.1608 SHARES FOR EVERY
SHARE HELD, DISREGARDING ANY FRACTIONAL INT ERESTS
IN A SHARE; OR (II) IS EQUAL TO THAT HELD BY
OR ON BEHALF OF SUCH SHARE HOLDER AS AT THE BOOKS
CLOSURE DATE, NO SHARES SHALL BE CANCELLED FROM
SUCH SH AREHOLDER; (C) THE SUM STANDING TO THE
CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY
BE REDUCED BY AN AMOUNT SUCH THAT THE CREDIT
ARISING FROM SUCH RED UCTION, TAKEN TOGETHER
WITH THE CREDIT ARISING FROM THE CANCELLATION
OF SHARES PURSUANT TO POINTS (A) AND (B) ABOVE,
SHALL GIVE RISE TO A CREDIT OF SGD 250, 000,000
IN AGGREGATE; (D) SUCH REDUCTIONS BE MADE OUT
OF THE CONTRIBUTED CAPIT AL OF THE COMPANY SECTION
101(5) OF THE INCOME TAX ACT, CHAPTER 134 ; (E)
THE CREDIT OF SGD 250,000,000 IN AGGREGATE AMOUNT
ARISING FROM THE REDUCTION IN T HE SHARE CAPITAL
AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY
BE RETURNED TO T HE SHAREHOLDERS IN CASH BASED
ON THE RESULTANT NUMBER OF SHARES TO BE HELD
BY EACH SHAREHOLDER AFTER THE CANCELLATION OF
SHARES PURSUANT TO POINTS (A) AND ( B) , WITH
THE AGGREGATE CASH DISTRIBUTION TO EACH SUCH
SHAREHOLDER BEING ADJUS TED BY ROUNDING DOWN
ANY FRACTIONS OF A CENT TO THE NEAREST CENT,
WHERE APPLIC ABLE; AND (F) FORTHWITH AND IMMEDIATELY
UPON THE CANCELLATION OF SHARES PURSUA NT TO
POINTS (A) AND (B) ABOVE TAKING EFFECT, THE AUTHORISED
SHARE CAPITAL OF THE COMPANY BE INCREASED TO
ITS FORMER AUTHORISED SHARE CAPITAL OF SGD 500,000
,000 COMPRISING 2,000,000,000 ORDINARY SHARES
OF SGD 0.25 EACH BY WAY OF CREAT ING A MAXIMUM
OF UP TO 139,740,000 ADDITIONAL SHARES; AUTHORIZE
THE DIRECTORS AND EACH OF THEM BE TO DO ALL ACTS
AND THINGS AND TO EXECUTE ALL SUCH DOCUMENT S
AS THEY OR HE MAY CONSIDER NECESSARY OR EXPEDIENT
TO GIVE EFFECT TO THE CAPI TAL REDUCTION AND
CAPITAL DISTRIBUTION WITH SUCH MODIFICATIONS
THERETO, IF ANY , AS THEY OR HE SHALL THINK FIT
IN THE INTERESTS OF THE COMPANY; AND THE DEPO
SITOR AND DEPOSITORY AGENT SHALL HAVE THE
RESPECTIVE MEANINGS ASCRIBED TO T HEM IN SECTION
130A OF THE COMPANIES ACT, CHAPTER 50
2. APPROVE THAT THE RULES OF THE SEMBCORP LOGISTICS Management Against
EXECUTIVES SHARE OPTION SCHE ME BE MODIFIED
BY AMENDING RULE 8(A); AND THE RULES OF THE SEMBCORP
LOGISTICS SHARE OPTION PLAN BE MODIFIED BY AMENDING
RULE 11.1; AND AUTHORIZE THE DIRECTO RS AND EACH
OF THEM TO MAKE SUCH ADJUSTMENTS TO THE SUBSCRIPTION
PRICES AND/OR THE NUMBER OF SHARES COMPRISED
IN THE OUTSTANDING OPTIONS ISSUED PURSUANT TO
THE ABOVE PLANS IN ACCORDANCE WITH THE TERMS
THEREOF AS AMENDED BY THIS RESOL UTION AS CONSEQUENCE
OF THE SPECIAL DIVIDEND OF AN AGGREGATE NET AMOUNT
OF SG D 750,000,000 PAID ON 04 JAN 2005
3. APPROVE THAT THE RULES OF THE SERNBCORP LOGISTICS Management Against
PERFORMANCE SHARE PLAN BE MO DIFIED BY AMENDING
RULE 9.1; AND THE RULES OF THE SEMBCORP LOGISTICS
RESTRICTE D STOCK PLAN BE MODIFIED BY AMENDING
RULE 9.1
- ------------------------------------------------------------------------------------------------------------------------------------
SEMBCORP LOGISTICS LTD EGM Meeting Date: 03/30/2005
Issuer: Y8144Q113 ISIN: SG1J98892651
SEDOL: 6359320
- ------------------------------------------------------------------------------------------------------------------------------------
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 220860, DUE TO RECEIPT OF RECORD DATE. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
S.1 APPROVE THAT, PURSUANT TO ARTICLE 10 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COM PANY AND SUBJECT TO
THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC
OF SING APORE: (A) THE SHARE CAPITAL OF THE COMPANY
BE REDUCED BY WAY OF CANCELLING, S UBJECT TO
THE ROUNDING-UP AS DEFINED IN POINT (B) , UP
TO 139,740,000 ORDINAR Y SHARES OF SGD 0.25 EACH
SHARES IN THE ISSUED AND PAID-UP SHARE CAPITAL
OF THE COMPANY ON THE BASIS OF UP TO 0.1608 SHARES
FOR EVERY SHARE HELD BY EACH S HAREHOLDER OF
THE COMPANY AS OF THE BOOKS CLOSURE DATE BOOKS
CLOSURE DATE TO BE DETERMINED BY THE DIRECTORS
PROVIDED HOWEVER THAT NO SUCH CANCELLATION OF
SHARES SHALL BE MADE IN RESPECT OF ANY SHARES
HELD BY OR ON BEHALF OF A SHAREH OLDER HOLDING
OR OWNING A NUMBER OF SHARES LESS THAN OR EQUAL
TO 10 SHARES AS AT THE BOOKS CLOSURE DATE; (B)
THE NUMBER OF SHARES PROPOSED TO BE CANCELLED
P URSUANT TO POINT (A) ABOVE BE REDUCED BY ROUNDING
UP TO THE NEAREST MULTIPLE O F 10 SHARES ROUNDING-UP
THE RESULTANT NUMBER OF SHARES THAT WOULD HAVE
BEEN HELD BY OR ON BEHALF OF EACH SHAREHOLDER
FOLLOWING THE PROPOSED CANCELLATION O F SHARES
PURSUANT TO POINT (A) ABOVE; IN THE EVENT THE
RESULTANT NUMBER OF SHA RES ARISING FROM THE
ROUNDING-UP: (I) IS GREATER THAN THAT HELD BY
OR ON BEHAL F OF EACH SHAREHOLDER AS AT THE BOOKS
CLOSURE DATE, NO ROUNDING-UP WILL BE APP LIED
AND THE NUMBER OF SHARES PROPOSED TO BE CANCELLED
FROM SUCH SHAREHOLDER S HALL BE THE NUMBER OF
SHARES CANCELLED SOLELY BASED ON THE REDUCTION
PROPORTIO N OF UP TO 0.1608 SHARES FOR EVERY
SHARE HELD, DISREGARDING ANY FRACTIONAL INT ERESTS
IN A SHARE; OR (II) IS EQUAL TO THAT HELD BY
OR ON BEHALF OF SUCH SHARE HOLDER AS AT THE BOOKS
CLOSURE DATE, NO SHARES SHALL BE CANCELLED FROM
SUCH SH AREHOLDER; (C) THE SUM STANDING TO THE
CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY
BE REDUCED BY AN AMOUNT SUCH THAT THE CREDIT
ARISING FROM SUCH RED UCTION, TAKEN TOGETHER
WITH THE CREDIT ARISING FROM THE CANCELLATION
OF SHARES PURSUANT TO POINTS (A) AND (B) ABOVE,
SHALL GIVE RISE TO A CREDIT OF SGD 250, 000,000
IN AGGREGATE; (D) SUCH REDUCTIONS BE MADE OUT
OF THE CONTRIBUTED CAPIT AL OF THE COMPANY SECTION
101(5) OF THE INCOME TAX ACT, CHAPTER 134 ; (E)
THE CREDIT OF SGD 250,000,000 IN AGGREGATE AMOUNT
ARISING FROM THE REDUCTION IN T HE SHARE CAPITAL
AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY
BE RETURNED TO T HE SHAREHOLDERS IN CASH BASED
ON THE RESULTANT NUMBER OF SHARES TO BE HELD
BY EACH SHAREHOLDER AFTER THE CANCELLATION OF
SHARES PURSUANT TO POINTS (A) AND ( B) , WITH
THE AGGREGATE CASH DISTRIBUTION TO EACH SUCH
SHAREHOLDER BEING ADJUS TED BY ROUNDING DOWN
ANY FRACTIONS OF A CENT TO THE NEAREST CENT,
WHERE APPLIC ABLE; AND (F) FORTHWITH AND IMMEDIATELY
UPON THE CANCELLATION OF SHARES PURSUA NT TO
POINTS (A) AND (B) ABOVE TAKING EFFECT, THE AUTHORISED
SHARE CAPITAL OF THE COMPANY BE INCREASED TO
ITS FORMER AUTHORISED SHARE CAPITAL OF SGD 500,000
,000 COMPRISING 2,000,000,000 ORDINARY SHARES
OF SGD 0.25 EACH BY WAY OF CREAT ING A MAXIMUM
OF UP TO 139,740,000 ADDITIONAL SHARES; AUTHORIZE
THE DIRECTORS AND EACH OF THEM BE TO DO ALL ACTS
AND THINGS AND TO EXECUTE ALL SUCH DOCUMENT S
AS THEY OR HE MAY CONSIDER NECESSARY OR EXPEDIENT
TO GIVE EFFECT TO THE CAPI TAL REDUCTION AND
CAPITAL DISTRIBUTION WITH SUCH MODIFICATIONS
THERETO, IF ANY , AS THEY OR HE SHALL THINK FIT
IN THE INTERESTS OF THE COMPANY; AND THE DEPO
SITOR AND DEPOSITORY AGENT SHALL HAVE THE
RESPECTIVE MEANINGS ASCRIBED TO T HEM IN SECTION
130A OF THE COMPANIES ACT, CHAPTER 50
2. APPROVE THAT THE RULES OF THE SEMBCORP LOGISTICS Management Against
EXECUTIVES SHARE OPTION SCHE ME BE MODIFIED
BY AMENDING RULE 8(A); AND THE RULES OF THE SEMBCORP
LOGISTICS SHARE OPTION PLAN BE MODIFIED BY AMENDING
RULE 11.1; AND AUTHORIZE THE DIRECTO RS AND EACH
OF THEM TO MAKE SUCH ADJUSTMENTS TO THE SUBSCRIPTION
PRICES AND/OR THE NUMBER OF SHARES COMPRISED
IN THE OUTSTANDING OPTIONS ISSUED PURSUANT TO
THE ABOVE PLANS IN ACCORDANCE WITH THE TERMS
THEREOF AS AMENDED BY THIS RESOL UTION AS CONSEQUENCE
OF THE SPECIAL DIVIDEND OF AN AGGREGATE NET AMOUNT
OF SG D 750,000,000 PAID ON 04 JAN 2005
3. APPROVE THAT THE RULES OF THE SERNBCORP LOGISTICS Management Against
PERFORMANCE SHARE PLAN BE MO DIFIED BY AMENDING
RULE 9.1; AND THE RULES OF THE SEMBCORP LOGISTICS
RESTRICTE D STOCK PLAN BE MODIFIED BY AMENDING
RULE 9.1
- ------------------------------------------------------------------------------------------------------------------------------------
SHIMANO INC (FORMERLY SHIMANO INDUSTRIAL CO LTD) AGM Meeting Date: 03/30/2005
Issuer: J72262108 ISIN: JP3358000002
SEDOL: 5713035, 6804820, B02LHV0
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE THE ALLOCATION OF INCOME, INCLUDING THE Management For
FOLLOWING DIVIDENDS: INTERIM J Y 12.5, FINAL
JY 12.5, SPECIAL JY 0
2 APPROVE THE SHARE REPURCHASE PROGRAM Management For
3 APPROVE THE REDUCTION IN LEGAL RESERVES Management For
4 AMEND ARTICLES TO: DECREASE AUTHORIZED CAPITAL Management For
TO REFLECT SHARE REPURCHASE AND CANCELLATION
- LIMIT OUTSIDE DIRECTORS LEGAL LIABILITY
5.1 ELECT MR. N. FUCHIZAWA AS A DIRECTOR Management For
5.2 ELECT MR. K. KAKUTANI AS A DIRECTOR Management For
5.3 ELECT MR. C.Y. TENG AS A DIRECTOR Management For
5.4 ELECT MR. S. WADA AS A DIRECTOR Management For
5.5 ELECT MR. S. YUASA AS A DIRECTOR Management For
5.6 ELECT MR. K. ICHIJO AS A DIRECTOR Management For
6 APPROVE THE RETIREMENT BONUS FOR THE DIRECTOR Management For
7 APPROVE THE ADJUSTMENT TO AGGREGATE COMPENSATION Management For
CEILING FOR THE STATUTORY AUD ITORS
- ------------------------------------------------------------------------------------------------------------------------------------
SHOWA DENKO KK AGM Meeting Date: 03/30/2005
Issuer: J75046136 ISIN: JP3368000000
SEDOL: 5876091, 6805469
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE THE ALLOCATION OF INCOME, INCLUDING THE Management For
FOLLOWING DIVIDENDS: INTERIM J PY 0, FINAL JPY
3, SPECIAL JPY 0
2.1 ELECT MR. M. OHASHI AS A DIRECTOR Management For
2.2 ELECT MR. K. TAKAHASHI AS A DIRECTOR Management For
2.3 ELECT MR. Y. SASAKI AS A DIRECTOR Management For
2.4 ELECT MR. T. SATO AS A DIRECTOR Management For
2.5 ELECT MR. T. HASHIMOTO AS A DIRECTOR Management For
2.6 ELECT MR. H. ITO AS A DIRECTOR Management For
2.7 ELECT MR. N. IMOTO AS A DIRECTOR Management For
2.8 ELECT MR. H. NISHIMOTO AS A DIRECTOR Management For
2.9 ELECT MR. T. TAMADA AS A DIRECTOR Management For
2.10 ELECT MR. N. MASUBUCHI AS A DIRECTOR Management For
2.11 ELECT MR. I. NOMURA AS A DIRECTOR Management For
2.12 ELECT MR. S. SAKAI AS A DIRECTOR Management For
3 APPROVE THE RETIREMENT BONUS FOR THE DIRECTOR Management Against
AND SPECIAL PAYMENTS TO CONTINUI NG DIRECTORS
AND STATUTORY AUDITORS IN CONNECTION WITH ABOLITION
OF RETIREMENT BONUS SYSTEM
4 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For
CEILING FOR DIRECTORS AND STATUTO RY AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
SHOWA SHELL SEKIYU KK AGM Meeting Date: 03/30/2005
Issuer: J75390104 ISIN: JP3366800005
SEDOL: 5876110, 6805544
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROPOSED APPROPRIATION OF PROFIT Management For
FOR THE 93RD PERIOD; FINAL DIVIDE ND JY 15
2.1 ELECT MR. HARUYUKI NIIMI AS A DIRECTOR Management For
2.2 ELECT MR. JOHN S. MILLS AS A DIRECTOR Management For
2.3 ELECT MR. MASAYOSHI SATAKE AS A DIRECTOR Management For
2.4 ELECT MR. ROY D. WAIGHT AS A DIRECTOR Management For
2.5 ELECT MR. SHIGEYA KATO AS A DIRECTOR Management For
2.6 ELECT MR. YASUO MURAYAMA AS A DIRECTOR Management For
2.7 ELECT MR. H.K.LIM AS A DIRECTOR Management For
2.8 ELECT MR. YOSHIHIKO MIYAUCHI AS A DIRECTOR Management For
2.9 ELECT MR. MOHAMMAD S ALSHAMMARI AS A DIRECTOR Management For
3. ELECT MS. TAKAKO MORI AS A AUDITOR Management Against
4. ELECT MR. TAKUU KIMURA AS A AUDITOR SUBSTITUTE Management For
- ------------------------------------------------------------------------------------------------------------------------------------
SKYLARK CO LTD AGM Meeting Date: 03/30/2005
Issuer: J75605105 ISIN: JP3396200002
SEDOL: 5787502, 6813161, B02LKK0
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 10 , FINAL JY 10, SPECIAL
JY 0
2 ELECT MR. TOSHIYUKI OGURA AS A DIRECTOR Management For
3.1 ELECT MR. YUUSUKE SHIMIZU AS THE STATUTORY AUDITOR Management For
3.2 ELECT MR. KEIKICHI ISHISONE AS THE STATUTORY Management For
AUDITOR
4 GRANT RETIREMENT ALLOWANCES TO MR. TATSUROU OMAGARI, Management For
WHO RETIRED DURING THE CU RRENT TERM, ACCORDING
TO THE COMPANY RULE
5 GRANT RETIREMENT ALLOWANCE TO THE DIRECTORS AND Management For
THE STATUTORY AUDITOR IN ACCOR DANCE WITH THE
ABOLISHMENT OF RETIREMENT ALLOWANCES SYSTEM:
9 DIRECTORS MR. YA SUTAKA ITOU, MR. MORIZOU TSUKAGOSHI,
MR. MINORU HIMENO, MR. TOSHIAKI AIHARA, M R.
MASAAKI ASHIKAWA, MR. HAJIME TANAKA, MR. KOUICHI
TAKATORI, MR. FUTOSHI KIMU RA AND MR. MASAHIKO
OMATA AND 1 STATUTORY AUDITOR MR. MASAHIDE MORIYAMA
ACCORD ING TO THE COMPANY RULE
- ------------------------------------------------------------------------------------------------------------------------------------
TEIKOKU OIL CO LTD AGM Meeting Date: 03/30/2005
Issuer: J82485103 ISIN: JP3540400003
SEDOL: 5891760, 6880905
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 3, FINAL JY 4.5, SPECIAL
JY 0
2.1 ELECT MR. AKIRA ISONO AS A DIRECTOR Management For
2.2 ELECT MR. TAKESHI MAKI AS A DIRECTOR Management For
2.3 ELECT MR. SHIGERU HAYASHI AS A DIRECTOR Management For
2.4 ELECT MR. KYOUSUKE FURUKAWA AS A DIRECTOR Management For
2.5 ELECT MR. KASABUROU TAMURA AS A DIRECTOR Management For
2.6 ELECT MR. KAZUO YAMAMOTO AS A DIRECTOR Management For
2.7 ELECT MR. TAKAHIKO IKEDA AS A DIRECTOR Management For
2.8 ELECT MR. HIROAKI TSUBURAYA AS A DIRECTOR Management For
2.9 ELECT MR. TERUO OOMORI AS A DIRECTOR Management For
3.1 ELECT MR. KAZUHIKO TANIGUCHI AS A STATUTORY AUDITOR Management For
3.2 ELECT MR. SATOSHI TONI AS A STATUTORY AUDITOR Management For
4 GRANT RETIREMENT ALLOWANCE TO RETIREMENT DIRECTORS Management Against
AND STATUTORY AUDITOR: 4 DI RECTORS, MR. HISASHI
OKADA, MR. SHOUICHIROU KOKUBU, MR. SATOSHI TONO
AND MR. T ATSUNOSUKE OKABE AND 1 STATUTORY AUDITOR
MR. TOSHIO ISHIWATARI ACCORDING TO TH E COMPANY
RULE
- ------------------------------------------------------------------------------------------------------------------------------------
YAMAZAKI BAKING CO LTD AGM Meeting Date: 03/30/2005
Issuer: J96656103 ISIN: JP3935600001
SEDOL: 6985509, B066PQ2
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 0, FINAL JY 12, SPECIAL
JY 0
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITALIA SPA, ROMA EGM Meeting Date: 03/31/2005
Issuer: T2432A100 ISIN: IT0003121495 BLOCKING
SEDOL: 7126181, 7154609
- ------------------------------------------------------------------------------------------------------------------------------------
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 IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
01 APR 2005 (AND A THIRD CALL ON 04 APR 2005).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN
DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES
WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS CANCELLED. THANK YOU.
O.1 APPROVE THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT Management
ACTIVITY, THE INTERNAL A UDITORS REPORTS, THE
BALANCE SHEET REPORTS AS OF 31 DEC 2005; RESOLUTIONS
REL ATED THERETO
O.2 APPROVE THE BUY BACK AND SALE OF OWN SHARES Management
O.3 APPROVE THE RENEWAL OF AN INSURANCE POLICY TO Management
COVER DIRECTORS, AUDITORS AND EX ECUTIVES CIVIL
LIABILITY
E.4 APPROVE THE CORPORATE CAPITAL INCREASE, IN COMPLIANCE Management
WITH ARTICLE 2421, 8TH I TEM, OF ITALIAN CIVIL
CODE AND ARTICLE 134, 2ND ITEM OF LAW DECREE
24 FEB 1998 , N.58 TO BE EXECUTED BY THE 31 DEC
2011 FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2 2.000.000
THROUGH ISSUANCE OF MAXIMUM 22.000.000 ORDINARY
SHARES IN FAVOUR OF NO. 22.000.000 NON TRANSFERABLE
WARRANTS VALID FOR SUBSCRIPTION OF ORDINARY SH
ARES FREELY OFFERED TO CAPITALIA STAFF AND AMEND
ARTICLE 5 OF THE CORPORATE BY -LAWS; RELATED RESOLUTIONS
E.5 AUTHORIZE THE BOARD OF DIRECTORS, IN COMPLIANCE Management
WITH ARTICLE 2443 OF ITALIAN C IVIL CODE, TO
INCREASE CORPORATE CAPITAL THROUGH BONUS ISSUE
BY THE 31 DEC 200 5 FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 10.000.000 BY ISSUING A MAXIMUM NUMBER
O F 10.000.000 ORDINARY SHARES, REGULAR RANKING,
TO BE OFFERED TO THE STAFF AND SUBSIDIARIES IN
COMPLIANCE WITH ARTICLE 2349 OF ITALIAN CIVIL
CODE AND AMEND A RTICLE 5 AND 23 OF THE CORPORATE
BY-LAWS; RELATED RESOLUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
DATACRAFT ASIA LTD EGM Meeting Date: 03/31/2005
Issuer: Y1997C109 ISIN: SG1A79009654
SEDOL: 5563218, 6246831
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE THAT, PURSUANT TO THE ARTICLE 55(1) OF Management For
THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
SUBJECT TO CONFIRMATION FROM THE HIGH COURT OF
THE REPUBLIC OF SINGAPORE PURSUANT TO THE SECTION
73 OF THE COMPANIES ACT CHAPTER 50 OF SING APORE
: A) THE ISSUED AND PAID-UP CAPITAL OF THE COMPANY
AS AT THE BOOKS CLOSU RE DATE TO BE DETERMINED
BY THE DIRECTORS BOOKS CLOSURE DATE BE REDUCED
BY A PPROXIMATELY SGD 23.3 MILLION, BY THE REDUCTION
IN PAR VALUE OF EACH ORDINARY SHARE IN THE CAPITAL
OF THE COMPANY FROM SGD 0.10 TO SGD 0.05; B)
THE NOMINAL VALUE OF ALL ORDINARY SHARES IN THE
SHARE CAPITAL OF THE COMPANY BE REDUCED FR OM
SGD 0.10 TO SGD 0.05 EACH; C) FORTHWITH UPON
SUCH REDUCTION TAKING EFFECT, AN AMOUNT IN CASH
OF APPROXIMATELY SGD 23.3 MILLION CASH DISTRIBUTION
BE RET URNED TO THE SHAREHOLDERS ON THE BASIS
OF SGD 0.05 FOR EACH ISSUED AND FULLY P AID-UP
SHARE HELD AS AT THE BOOKS CLOSURE DATE; D) THAT
THE DIRECTORS ARE AUTH ORIZED TO COMPLETE AND
DO AND EXECUTE ALL SUCH ACTS AND THINGS AS THEY
OR HE M AY CONSIDER NECESSARY OR EXPEDIENT TO
GIVE EFFECT TO THE RESOLUTION, WITH SUCH MODIFICATIONS
THERETO IF ANY AS THEY OR SHALL THINK FIT IN
THE INTEREST OF THE COMPANY
2. APPROVE, FORTHWITH AND CONTINGENT UPON THE REDUCTION Management For
OF CAPITAL REFERRED IN RE SOLUTION S.1 TAKING
EFFECT, PURSUANT TO THE ARTICLE 50 OF THE ARTICLES
OF ASSO CIATION OF THE COMPANY, THAT THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY BE RE STORED TO
ITS FORMER CAPITAL OF SGD 60,000,000 DIVIDED
INTO 1,200,000,000 ORDI NARY SHARES OF PAR VALUE
OF SGD 0.05 EACH BY THE CREATION OF ADDITIONAL
600,00 0,000 ORDINARY SHARES OF PAR VALUE SGD
0.05 EACH
- ------------------------------------------------------------------------------------------------------------------------------------
EDP-ENERGIAS DE PORTUGAL SA, LISBOA OGM Meeting Date: 03/31/2005
Issuer: X67925119 ISIN: PTEDP0AM0009 BLOCKING
SEDOL: 4103596, 4104061
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2004 ANNUAL REPORT, AUDITOR S REPORT Management
AND THE RESULTS
2. ACKNOWLEDGE THE 2004 CONSOLIDATED ANNUAL REPORT, Management
THE 2004 CONSOLIDATE RESULTS AND ALSO THE 2004
CONSOLIDATED AUDITOR S REPORT
3. APPROVE THE PROFIT S APPROPRIATION Management
4. ACKNOWLEDGE THE COMPANY S MANAGEMENT AND AUDITING Management
5. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE AND Management
SELL OWN SHARES BY EDP OR BY T HE SUBSIDIDIARY
COMPANIES
6. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE AND Management
SELL OWN BONDS BY EDP OR BY TH E SUBSIDIDIARY
COMPANIES
* PLEASE NOTE THAT YOU HAVE 1 VOTE FOR EACH 100 Non-Voting
SHARES HELD. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
FINECOGROUP SPA, BRESCIA MIX Meeting Date: 03/31/2005
Issuer: T44945110 ISIN: IT0003602155 BLOCKING
SEDOL: B00KJ13, B00L3L4, B05PQX4
- ------------------------------------------------------------------------------------------------------------------------------------
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
01 APR 2005. 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.
O.1 APPROVE THE BALANCE SHEET REPORTS AS PER ARTICLE Management
2364 OF THE ITALIAN CIVIL COD E, COMMA 1, AND
APPOINT DIRECTORS, INTERNAL AUDITORS AND THEIR
CHAIRMAN AS PER ARTICLE 24 OF THE BY-LAW TO STATE
THEIR EMOLUMENTS
O.2 APPOINT EXTERNAL AUDITORS FOR FYS 2005, 2006 Management
AND 2007 UPON INTERNAL AUDITORS A DVICE AS PER
LAW PROVISION
E.1 AMEND ARTICLE 11 OF THE BY-LAW BY CHANGING OF Management
THE MEETING QUORUM IN ORDER TO E XCLUDE VOTING
RIGHTS HELD BY SHAREHOLDERS ABSTAINED FROM VOTING
FOR CONFLICT O F INTERESTS
E.2 APPROVE TO INCREASE THE CAPITAL FOR A MAXIMUM Management
AMOUNT OF EUR 7,320,000 BY ISSUI NG MAXIMUM 7,320,000
ORDINARY SHARES FACE VALUE EUR 1 WITHOUT OPTION
RIGHTS TO BE RESERVED TO EMPLOYEES AND FINANCIAL
BROKERS AS PER ARTICLE 2441, COMMA 5 A ND LATEST
COMMA, AS WELL AS ARTICLE 134 COMMA 2 OF 24 FEB
1998 OF THE ITALIAN LAW DECREE, N.58, UPON: A)
REVOKE OF POWERS GRANTED TO BOARD OF DIRECTORS
BY THE EGM OF 15 APR 2000, AS PER ARTICLE 2443
AND 2420-TER OF ITALIAN CIVIL CODE ; B) PARTIAL
REVOKE OF THE CAPITAL INCREASE RESOLVED BY THE
EGM OF 13 NOV 2003 ; C) REVOKE OF POWERS GRANTED
TO BOARD OF DIRECTORS BY THE EGM OF 13 NOV 2003
AS PER ARTICLE 2443 OF ITALIAN CIVIL CODE, RESOLUTIONS
RELATED THERE TO, AS W ELL AS CHANGE OF ARTICLE
5 OF THE BY-LAW COMPANY S STOCK CAPITAL
- ------------------------------------------------------------------------------------------------------------------------------------
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/INVEST640/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
- ------------------------------------------------------------------------------------------------------------------------------------
MERCK KGAA, DARMSTADT OGM Meeting Date: 03/31/2005
Issuer: D5357W103 ISIN: DE0006599905 BLOCKING
SEDOL: 4741844, 4743033
- ------------------------------------------------------------------------------------------------------------------------------------
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
OF THE 2004 FY WITH THE REP ORT OF THE SUPERVISORY
BOARD THE GROUP FINANCIAL STATEMENTS AND THE
GROUP ANNU AL REPORT
2. APPROVE THE FINANCIAL STATEMENTS FOR THE 2004 Management
FY
3. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management
PROFIT OF EUR 57,823,536.64 AS: PAYMENT OF A
DIVIDEND OF EUR 0.80 PLUS A BONUS OF EUR 0.20
PER NO-PAR SHARE EU R 6,000,000 SHALL BE ALLOCATED
TO THE REVENUE RESERVES EUR 1,240,657.64 SHALL
BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE
01 APR 2005
4. RATIFY THE ACTS OF THE COMPANY S MANAGEMENT Management
5. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
6. APPOINT KPMG, MANNHEIM AS THE AUDITORS FOR THE Management
2005 FY
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management
WITH THE COMPANY S WHOLLY-O WNED SUBSIDIARIES
MERCK VIERTE ALLGEMEINE BETEILIGUNGSGESELLSCHAFT
MBH, MERCK FUENFTE ALLGEMEINE BETEILIGUNGSGESELLSCHAFT
MBH, AND MERCK 8. ALLGEMEINE BETEI LIGUNGS GMBH,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2005, UNTIL
AT LEAST 31 DEC 2009
8. APPROVE THE REVISION OF SECTIONS 21(4)1 AND 32 Management
OF THE ARTICLES OF ASSOCIATION
9. APPROVE TO INCREASE THE SHARE CAPITAL BY UP TO Management
EUR 64,349,997.40 SHALL BE REVO KED; AUTHORIZE
THE MANAGEMENT WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO IN CREASE THE SHARE CAPITA BY UP TO
EUR 64,349,997.40 THROUGH THE ISSUE OF NEW SH
ARES AGAINST PAYMENT IN CASH OR KIND, ON OR BEFORE
31 MAR 2010; SHAREHOLDERS S HALL BE GRANTED SUBSCRIPTION
RIGHTS EXPECT FOR A CAPITAL INCREASE AGAINST
CASH PAYMENT OF UP TO 10% OF THE SHARE CAPITAL
IF THE NEW SHARES ARE ISSUED AT A P RICE NOT
MATERIALLY BELOW THE MARKET PRICE OF IDENTICAL
SHARES, AND FOR THE IS SUE OF SHARES TO E. MERCK
AS PER SECTIONS 32(3) AND 33 OF THE ARTICLES
OF ASSO CIATION AND CORRESPONDENT AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE TECHNOLOGIES ENGINEERING LTD AGM Meeting Date: 03/31/2005
Issuer: Y7996W103 ISIN: SG1F60858221
SEDOL: 5818725, 6043214
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS FOR THE YE 31 DEC 2004 AND AUDITORS
REPORT THEREON
2. DECLARE A FIRST AND FINAL TAX EXEMPT ONE-TIER Management For
DIVIDEND OF 4.0 CENTS PER SHAR E AND A SPECIAL
TAX EXEMPT ONE-TIER DIVIDEND OF 8.39 CENTS
PER SHARE FOR THE YE 31 DEC 2004
3.1 RE-ELECT MR. TAN PHENG HOCK AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION PURSUANT TO ARTICLE 98 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
3.2 RE-ELECT DR. PHILIP NALLIAH PILLAI INDEPENDENT Management For
MEMBER OF THE AUDIT COMMITTEE AS A DIRECTOR,
WHO RETIRES BY ROTATION PURSUANT TO ARTICLE 98
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
3.3 RE-ELECT MR. LUCIEN WONG YUEN KUAI AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PURS UANT TO ARTICLE
98 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
3.4 RE-ELECT MR. VENKATACHALAM KRISHNAKUMAR INDEPENDENT Management For
MEMBER OF THE AUDIT COMMI TTEE AS A DIRECTOR,
WHO RETIRES BY ROTATION PURSUANT TO ARTICLE 98
OF THE ART ICLES OF ASSOCIATION OF THE COMPANY
4. APPROVE THE SUM OF SGD 406,750 AS DIRECTORS Management For
FEES FOR THE YE 31 DEC 2004
5. RE-APPOINT ERNST & YOUNG AS THE AUDITORS OF THE Management For
COMPANY AND AUTHORISE THE DIRE CTORS TO FIX THEIR
REMUNERATION.
6. APPOINT, PURSUANT TO SECTION 153(6) OF THE COMPANIES Management For
ACT, CHAPTER 50, MR. LIM CHIN BENG AS A DIRECTOR
OF THE COMPANY TO HOLD THE OFFICE UNTIL THE NEXT
AGM O F THE COMPANY
7. AUTHORIZE THE DIRECTORS, THE LISTING RULES OF Management For
THE SINGAPORE EXCHANGE SECURITIE S TRADING LIMITED,
TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY
BY WAY OF RIG HTS, BONUS OR OTHERWISE; AND/OR
MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
C OLLECTIVELY INSTRUMENTS THAT MIGHT OR WOULD
REQUIRE SHARE TO BE ISSUED INCLU7 DING BUT NOT
LIMITED TO THE CREATION AND ISSUE OF WARRANTS,
DEBENTURES OR OTHE R INSTRUMENTS CONVERTIBLE
INTO SHARES, AT ANY TIME UPON SUCH TERMS AND
CONDITI ONS AND FOR SUCH PURPOSES AND TO SUCH
PERSONS AS THE DIRECTORS MAY IN THEIR AB SOLUTE
DISCRETION DEEM FIT, THE AGGREGATE NUMBER OF
SHARES INCLUDING SHARES T O BE ISSUED IN PURSUANCE
OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS
RESOL UTION ISSUED NOT EXCEEDING 50% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER
THAN ON A PRO-RATA BA SIS TO THE EXISTING SHAREHOLDERS
OF THE COMPANY INCLUDING SHARES TO BE ISSUED
IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT
TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AND THE
PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE CALCULATED
BASED ON THE COMPANY S ISSUED SHA RE CAPITAL
AT THE DATE OF PASSING OF THIS RESOLUTION AFTER
ADJUSTING FOR NEW S HARES ARISING FROM THE CONVERSION
OF CONVERTIBLE SECURITIES OR EMPLOYEE SHARE OPTIONS
ON ISSUE AND ANY SUBSEQUENT CONSOLIDATION OR
SUBDIVISION OF SHARES; A UTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE DATE OF THE NEXT AGM OF THE
COMPANY AS REQUIRED BY LAW
8. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
IN ACCORDANCE WITH THE PROV ISIONS OF THE SINGAPORE
TECHNOLOGIES ENGINEERING SHARE OPTION PLAN SHARE
OPTI ON PLAN AND/PR THE SINGAPORE TECHNOLOGIES
ENGINEERING PERFORMANCE SHARE PLAN PERFORMANCE
SHARE PLAN AND/OR THE SINGAPORE TECHNOLOGIES
ENGINEERING RESTRIC TED STOCK PLAN RESTRICTED
STOCK PLAN THE SHARE OPTION PLAN, THE PERFORMANCE
SHARE PLAN AND THE RESTRICTED STOCK PLAN, TOGETHER
THE SHARE PLANS ; AND ALLO T AND ISSUE FROM TIME
TO TIME SUCH NUMBER OF ORDINARY SHARES OF SGD
10 EACH IN THE CAPITAL OF THE COMPANY AS MAY
BE REQUIRED TO BE ISSUED PURSUANT TO THE EX ERCISE
OF OPTIONS UNDER THE SHARE OPTION PLAN AND/OR
THE RESTRICTED STOCK PLAN , PROVIDED THAT THE
AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISSUED
PURSUANT TO THE SHARE PLANS SHALL NOT EXCEED
15% OF THE ISSUED SHARE CAPITAL OF THE COM PANY
FROM TIME TO TIME
- ------------------------------------------------------------------------------------------------------------------------------------
SINGAPORE TECHNOLOGIES ENGINEERING LTD EGM Meeting Date: 03/31/2005
Issuer: Y7996W103 ISIN: SG1F60858221
SEDOL: 5818725, 6043214
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE: 1) AND AUTHORIZE THE DIRECTORS OF THE Management For
COMPANY, FOR THE PURPOSES OF SE CTIONS 76C AND
76E OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE
THE COMPANI ES ACT , TO PURCHASE OR OTHERWISE
ACQUIRE ISSUED ORDINARY SHARES OF SGD 0.10 EACH
FULLY PAID IN THE CAPITAL OF THE COMPANY THE
ORDINARY SHARES NOT EXCE EDING IN AGGREGATE
THE MAXIMUM LIMIT AS HEREAFTER DEFINED , AT
SUCH PRICE OR PRICES AS MAY BE DETERMINED BY
THE DIRECTORS FROM TIME TO TIME UP TO THE MAXIM
UM PRICE AS HEREAFTER DEFINED , WHETHER BY WAY
OF: (A) MARKET PURCHASE S ON THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED THE SGX-ST ; AND/OR
(B) O FF-MARKET PURCHASE S IF EFFECTED OTHERWISE
THAN ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL
ACCESS SCHEME S AS MAY BE DETERMINED OR FORMULATED
BY THE DIR ECTORS AS THEY CONSIDER FIT, WHICH
SCHEME S SHALL SATISFY ALL THE CONDITIONS PRESCRIBED
BY THE COMPANIES ACT, AND OTHERWISE IN ACCORDANCE
WITH ALL OTHER LA WS AND REGULATIONS AND RULES
OF THE SGX-ST AS MAY FOR THE TIME BEING BE APPLIC
ABLE THE SHARE PURCHASE MANDATE ; 2) UNLESS
VARIED OR REVOKED BY THE COMPAN Y IN GENERAL
MEETING, THE AUTHORITY CONFERRED ON THE DIRECTORS
OF THE COMPANY PURSUANT TO THE SHARE PURCHASE
MANDATE MAY BE EXERCISED BY THE DIRECTORS AT
AN Y TIME AND FROM TIME TO TIME DURING THE PERIOD
COMMENCING FROM THE DATE OF THE PASSING OF THIS
RESOLUTION AND EXPIRING ON THE EARLIER OF: A)
THE DATE ON WHI CH THE NEXT AGM OF THE COMPANY
IS HELD; AND B) THE DATE BY WHICH THE NEXT AGM
OF THE COMPANY IS REQUIRED BY LAW TO BE HELD;
4) AND AUTHORIZE THE DIRECTORS O F THE COMPANY
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
O R NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION
2. APPROVE: 1) FOR THE PURPOSES OF CHAPTER 9 OF Management For
THE LISTING MANUAL CHAPTER 9 OF THE SGX-ST,
FOR THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED
COMPANIES THAT ARE ENTITIES AT RISK AS THAT
TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO
ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN
THE TYPES OF INTERESTED PERS ON TRANSACTIONS
AS SPECIFIED WITH ANY PARTY WHO IS OF THE CLASS
OF INTERESTED PERSONS DESCRIBED IN THE APPENDIX
TO THE CIRCULAR, PROVIDED THAT SUCH TRANSACT
IONS ARE MADE ON NORMAL COMMERCIAL TERMS AND
IN ACCORDANCE WITH THE REVIEW PRO CEDURES FOR
SUCH INTERESTED PERSON TRANSACTIONS; AUTHORITY
EXPIRES AT THE CON CLUSION OF THE NEXT AGM OF
THE COMPANY ; AND AUTHORIZE THE DIRECTORS OF
THE CO MPANY TO COMPLETE AND DO ALL SUCH ACTS
AND THINGS INCLUDING EXECUTING ALL SUC H DOCUMENTS
AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF THE COMPANY
TO GIVE EFFECT TO THE SHAREHOLDERS MANDATE AN
D/OR THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
WERELDHAVE NV AGM Meeting Date: 03/31/2005
Issuer: N95060120 ISIN: NL0000289213 BLOCKING
SEDOL: 4942863, 4948623, 4948634, 7737691, B051ZW4
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE MINUTES OF THE GENERAL MEETING OF Management
SHAREHOLDERS ON 24 MAR 2004
3. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
4. APPROVE THE DIVIDEND AND THE RESERVES POLICY Management
5. APPROVE THE OPPORTUNITY TO QUESTION THE EXTERNAL Management
ACCOUNTANT
6. APPROVE THE ACCOUNTS FOR 2004; DECLARE A DIVIDEND Management
PER ORDINARY SHARE OF EUR 4. 50
7. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
8. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
9. APPROVE THE REMUNERATION TO THE BOARD OF MANAGEMENT Management
AND THE SUPERVISORY BOARD
10. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management
11. APPOINT PRICEWATERHOUSECOOPERS AS THE EXTERNAL Management
ACCOUNTANT
12. APPROVE THE ALTERATION OF THE ARTICLES OF ASSOCIATION Management
13. OTHER BUSINESS Other
14. CLOSURE Non-Voting
- ---------------------------------------------------------------------------------------------------------------------------
T.E.R.N.A.- TRASMISSIONE ELETTRICITA' RETE NAZIONALE SPA, ROMA MIX Meeting Date: 04/01/2005
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
02 APR 2005. 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.
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2004; BOARD OF DIRECTORS AND IN TERNAL AND EXTERNAL
AUDITORS REPORTS; RESOLUTIONS RELATED THERETO
CONSOLIDATE D BALANCE SHEET REPORT AS OF 31 DEC
2004
O.2 APPROVE THE PROFIT DISTRIBUTION Management
O.3 APPOINT THE INTERNAL AUDITORS Management
O.4 APPROVE TO STATE INTERNAL AUDITORS EMOLUMENTS Management
E.1 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management
THE STOCK CAPITAL UP TO MAXIMUM AMOUNT OF EUR
2,200,000 BY ISSUING NEW ORDINARY SHARES TO BE
RESERVED TO THE M ANAGERS OF THE COMPANY AND
ITS CONTROLLED COMPANIES, WITHOUT OPTION RIGHT
AND AGAINST PAYMENT AS PER ARTICLE 2441 OF THE
ITALIAN CIVIL CODE; RESOLUTIONS REL ATED THERETO;
AMEND ARTICLE 5 OF THE BY-LAW
- ---------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA MEDIA SPA, TORINO OGM Meeting Date: 04/04/2005
Issuer: T92765121 ISIN: IT0001389920 BLOCKING
SEDOL: 5843642, 5846704, 7184833, B01DRM8
- ---------------------------------------------------------------------------------------------------------------------------
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
05 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLE D. THANK YOU.
1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2004; RESOLUTIONS RELATED THERE TO
2. APPOINT THE BOARD OF DIRECTORS; RESOLUTIONS RELATED Management
THERETO
3. APPOINT THE EXTERNAL AUDITORS FOR THREE YEARS Management
PERIOD 2005/2007
- ---------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA MEDIA SPA, TORINO OGM Meeting Date: 04/04/2005
Issuer: T92765121 ISIN: IT0001389920 BLOCKING
SEDOL: 5843642, 5846704, 7184833, B01DRM8
- ---------------------------------------------------------------------------------------------------------------------------
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
05 APR 2005 AT 400 PM. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WIL L REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVI SED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 220139, DUE TO ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE ANNUAL REPORT FOR THE YE 31 DEC 2004; Management
RELATED AND CONSEQUENTIAL RE SOLUTIONS
2.1 APPOINT MR. RICARDO PERISSICH TO THE BOARD OF Management
DIRECTORS
2.2 APPOINT MR. ENRICO PARAZZINI TO THE BOARD OF DIRECTORS Management
2.3 APPOINT MR. CARLO BERTAZZO TO THE BOARD OF DIRECTORS Management
2.4 APPOINT MR. ADRIANO DE MAIO TO THE BOARD OF DIRECTORS Management
2.5 APPOINT MR. CANDIDO FOIS TO THE BOARD OF DIRECTORS Management
2.6 APPOINT MR. GIULIA LIGRESTI TO THE BOARD OF DIRECTORS Management
2.7 APPOINT MR. ROMANO MARNIGA TO THE BOARD OF DIRECTORS Management
2.8 APPOINT MR. GIANFRANCO NEGRI CLEMENTI TO THE Management
BOARD OF DIRECTORS
2.9 APPOINT MR. ALLESANDRO OVI TO THE BOARD OF DIRECTORS Management
2.10 APPOINT MR. PAOLO ROVERATO TO THE BOARD OF DIRECTORS Management
2.11 APPOINT MR. SERGIO RISTUCCIA TO THE BOARD OF DIRECTORS Management
2.12 APPOINT MR. GIOVANNI SABBATUCCI TO THE BOARD Management
OF DIRECTORS
2.13 APPOINT MR. MARIO ZANONE POMA TO THE BOARD OF Management
DIRECTORS
3. APPOINT THE EXTERNAL AUDITORS FOR THREE YEARS Management
PERIOD 2005/2007
- ---------------------------------------------------------------------------------------------------------------------------
EFG EUROBANK ERGASIAS SA OGM Meeting Date: 04/05/2005
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
- ---------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA MOBILE SPA TIM, TORINO EGM Meeting Date: 04/05/2005
Issuer: T9276A104 ISIN: IT0001052049 BLOCKING
SEDOL: 4876746, 5527957, B020S70
- ---------------------------------------------------------------------------------------------------------------------------
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
06 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
1. APPROVE THE MERGER PLAN OF TELECOM ITALIA MOBILE Management
SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT
RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting
IN RECORD DATE. IF YOU HAV E ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- ---------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA MOBILE SPA TIM, TORINO MIX Meeting Date: 04/05/2005
Issuer: T9276A104 ISIN: IT0001052049 BLOCKING
SEDOL: 4876746, 5527957, B020S70
- ---------------------------------------------------------------------------------------------------------------------------
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
06 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 216109 DUE TO CHANGE IN ME ETING TYPE AND
ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON
THE PREVIOUS MEET ING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE
. THANK YOU.
E.1 APPROVE THE MERGER BY THE INCORPORATION OF TELECOM Management
ITALIA MOBILE SPA INTO THE TELECOM ITALIA SPA
AS PER ARTICLE 146, COMMA 1B OF ITALIAN LEGISLATIVE
DECREE NO.58/98
O.1 APPROVE THE BALANCE SHEET REPORT AS ON 31 DEC Management
2004; RESOLUTIONS RELATED THERET O
O.2 APPOINT THE BOARD OF DIRECTORS; RESOLUTIONS RELATED Management
THERETO
O.3 APPOINT THE INTERNAL AUDITORS; RESOLUTIONS RELATED Management
THERETO
- ---------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW EGM Meeting Date: 04/05/2005
Issuer: T92778108 ISIN: IT0003497168 BLOCKING
SEDOL: 7634394, 7649882
- ---------------------------------------------------------------------------------------------------------------------------
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
06 APR 2005 AND A THIRD CALL ON 07 APR 2005.
CONSEQUENTLY, YOUR V OTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDE D. 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 MERGER PLAN OF TELECOM ITALIA MOBILE Management
SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT
RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting
IN RECORD DATE. IF YOU HAV E ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- ---------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW MIX Meeting Date: 04/05/2005
Issuer: T92778108 ISIN: IT0003497168 BLOCKING
SEDOL: 7634394, 7649882
- ---------------------------------------------------------------------------------------------------------------------------
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
06 APR 2005 (AND A THIRD CALL ON 07 APR 2005).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN
DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES
WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS CANCELLED. THANK YOU.
E.1 APPROVE THE MERGER BY INCORPORATION OF TELECOM Management
ITALIA MOBILE SPA INTO TELECOM ITALIA SPA AND
THE RESOLUTIONS RELATED THERE TO
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management
04 AND THE RESOLUTIONS RELATED T HERETO
O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS Management
MEMBERS NUMBER; APPROVE UPON RES TATING THE
BOARD OF DIRECTORS MEMBERS NUMBER, STATING
THE BOARD OF DIRECTORS YEARLY EMOLUMENTS AND
APPOINT TWO NEW MEMBERS
- ---------------------------------------------------------------------------------------------------------------------------
AUSTRALIAN GAS LT CO EGM Meeting Date: 04/06/2005
Issuer: Q09680101 ISIN: AU000000AGL7
SEDOL: 5585966, 6064969
- ---------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- ---------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For
256B AND SECTION 256C(1) OF THE CORPORATIONS
ACT 2001 (CTH), TO REDUCE ITS SHARE CAPITAL BY
PAYING TO EAC H PERSON WHO IS A SHAREHOLDER OF
THE COMPANY AT 7.00 P.M. ON 13 ARP 2005 RECO
RD DATE THE AMOUNT OF AUD 0.50 PER SHARE HELD
BY THAT PERSON ON THE RECORD DA TE
- ---------------------------------------------------------------------------------------------------------------------------
DAIMLERCHRYSLER AG, STUTTGART OGM Meeting Date: 04/06/2005
Issuer: D1668R123 ISIN: DE0007100000
SEDOL: 2190716, 2307389, 2310967, 4611196, 5529027, 5543890, 5545614, 5572968, 5766857, 6135111
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE 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 DIS-TRIBUTABLE Management
PROFIT OF EUR 1,519,236,286.50 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARE EX-DIVIDEND
AN D PAYABLE DATE: 07 APR 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
BERLIN AND FRANKFURT OF THE AU DITORS FOR THE
2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE SHARES OF UP Management
TO EUR 263,000,000, AT A PRICE D IFFERING NEITHER
MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES
IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THEY ARE ACQUIRED BY WAY
OF A REPURCHASE OFFER, ON OR BEFORE 06 OCT 2006;
AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE T HE SHARES FOR MERGERS AND ACQUISITIONS,
OR WITHIN THE SCOPE OF THE COMPANY S S TOCK OPTION
PLAN, TO ISSUE THE SHARES TO EMPLOYEES OF THE
COMPANY AND ITS AFFI LIATES, AND TO RETIRE THE
SHARES
7. ELECT MR. ARNAUD LAGARDERHE AS THE SUPERVISORY Management
BOARD MEMBER
8. APPROVE THE REVOCATION OF THE EXISTING AUTHORIZATION Management
TO ISSUE CONVERTIBLE AND WARRANT BONDS, THE REVOCATION
OF THE EXISTING CONTINGENT CAPITAL I AND II,
AND APPROVE THE CORRESPONDING ADJUSTMENTS TO
THE ARTICLES OF ASSOCIATION
9. GRANT AUTHORITY TO ISSUE CONVERTIBLE AND/OR WARRANT Management
BONDS, THE CREATION OF A C ONTINGENT CAPITAL
I, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES
OF ASSOCI ATION AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE S UPERVISORY
BOARD, TO ISSUE BONDS OF UP TO EUR 15,000,000,000,
HAVING A TERM O F UP TO 20 YEARS AND CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR NEW SHAR
ES OF THE COMPANY, ON OR BEFORE 05 APR 2010 SHAREHOLDERS
SHALL BE GRANTED SUBS CRIPTION RIGHTS EXCEPT
FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR O PTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% OF ITS SHARE CAPITAL IF SU CH BONDS
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
THEORETICAL MARKET V ALUE, FOR RESIDUAL AMOUNTS,
AND FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BOND HOLDERS THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EU R 300,000,000
THROUGH THE ISSUE OF NEW SHARES, IN SO FAR AS
CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED
10. AMEND THE ARTICLES OF ASSOCIATION BY DELETING Management
SECTION 14(2)
* PLEASE BE ADVISED THAT DAIMLERCHRYSLER AG SHARES Non-Voting
ARE ISSUED IN REGISTERED FO RM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
* Non-Voting
* Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
DSM NV (FORMERLY NAAMLOZE VENNOOTSCHAP DSM) AGM Meeting Date: 04/06/2005
Issuer: N65297199 ISIN: NL0000009769 BLOCKING
SEDOL: 5773987, 5776834, 5778539, B01DGC1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2.a ANNUAL REPORT FOR 2004 BY THE MANAGING BOARD Non-Voting
2.b IMPLEMENTATION OF DUTCH CORPORATE GOVERNANCE CODE Non-Voting
3.a ADOPTION OF THE FINANCIAL STATEMENTS FOR 2004 Management
3.b APPROVAL OF DIVIDEND PAYMENT FOR 2004 Management
3.c RELEASE FROM LIABILITY OF THE MEMBERS OF THE Management
MANAGING BOARD
3.d RELEASE FROM LIABILITY OF THE MEMBERS OF THE Management
SUPERVISORY BOARD
4. RESERVE POLICY AND DIVIDEND POLICY Non-Voting
5.a ADOPTION OF POLICY ON REMUNERATION OF MEMBERS Management
OF THE MANAGING BOARD (INCLUDING APPROVAL OF
THE OPTION SCHEME)
5.b ADJUSTMENT OF REMUNERATION OF MEMBERS OF THE Management
SUPERVISORY BOARD
6.A REAPPOINTMENT / APPOINTMENT OF MR. O. MULLER Management
AS A MEMBER OF THE SUPERVISORY BO ARD
6.B REAPPOINTMENT / APPOINTMENT OF MR. C. SONDER Management
AS A MEMBER OF THE SUPERVISORY BO ARD
6.C REAPPOINTMENT / APPOINTMENT OF MR. P. HOCHULI Management
AS A MEMBER OF THE SUPERVISORY B OARD
7. APPOINTMENT MR. C.. GOEPPELSROEDER AS A MEMBER Management
OF THE MANAGING BOARD
8.A EXTENSION OF THE PERIOD DURING WHICH THE MANAGING Management
BOARD IS AUTHORIZED TO ISSUE SHARES
8.B EXTENSION OF THE PERIOD DURING WHICH THE MANAGING Management
BOARD IS AUTHORIZED TO LIMIT OR EXCLUDE THE PREFERENTIAL
RIGHT WHEN ISSUING ORDINARY SHARES
9. AUTHORIZATION OF THE MANAGING BOARD TO HAVE THE Management
COMPANY REPURCHASE SHARES
10. ANY OTHER BUSINESS Non-Voting
11. CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
PARKWAY HOLDINGS LTD AGM Meeting Date: 04/06/2005
Issuer: V71793109 ISIN: SG1R90002267
SEDOL: 5909038, 6811143
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE, AND IF APPROVED, ADOPT THE DIRECTORS Management For
REPORT AND AUDITED ACCOUNTS FOR THE YE 31 DEC
2004 AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 4.5 CENTS 18% PER Management For
ORDINARY SHARE OF SGD 0.25 EAC H LESS TAX IN
RESPECT OF THE YE 31 DEC 2004
3.a RE-ELECT MR. ANIL THADANI WHO RETIRES PURSUANT Management Against
TO ARTICLE 97 OF THE ARTICLES O F ASSOCIATION
OF THE COMPANY, AS A DIRECTOR OF THE COMPANY
3.b RE-ELECT DR. LIM CHEOK PENG WHO RETIRES PURSUANT Management For
TO ARTICLE 97 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY, AS A DIRECTOR OF THE COMPANY
3.c RE-ELECT MR. CHANG SEE HIANG WHO RETIRES PURSUANT Management For
TO ARTICLE 97 OF THE ARTICLE S OF ASSOCIATION
OF THE COMPANY, AS A DIRECTOR OF THE COMPANY
4. RE-APPOINT DR. PRATHAP C. REDDY, WHO RETIRES Management For
PURSUANT TO SECTION 153(6) OF THE COMPANIES ACT.,
CHAPTER 50, AS A DIRECTOR OF THE COMPANY TO HOLD
OFFICE UNTIL THE NEXT AGM
5. APPROVE THE DIRECTORS FEES OF SGD 630,000 FOR Management For
2004
6. RE-APPOINT MESSRS. KPMG AS THE AUDITORS AND AUTHORIZE Management For
THE DIRECTORS TO FIX THE IR REMUNERATION
7.a AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For
TO SECTION 161 OF THE COMPANIE S ACT, CHAPTER
50, THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND THE APPROVAL OF THE RELEVANT STOCK EXCHANGE
AND/OR OTHER GOVERNMENTAL OR REGULATORY BODIES
WHERE SUCH APPROVAL IS NECESSARY, AND PRESCRIBED
BY THE SINGAPORE EXCHANGE SE CURITIES TRADING
LIMITED THE SGX-ST , TO ALLOT AND ISSUE SHARES
AND CONVERTIB LE SECURITIES IN THE COMPANY, THE
AGGREGATE NUMBER OF SHARES ISSUED NOT EXCEED
ING 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE TIME OF THE PASSING OF THIS RESOLUTION,
OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE
EXISTING SHAREHOLDERS OF THE COMPANY DOES NOT
EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY AND THE PERCENTAGE OF I SSUED SHARE CAPITAL
SHALL BE CALCULATED BASED ON THE COMPANY S ISSUED
SHARE CA PITAL AT THE DATE OF PASSING OF THIS
RESOLUTION AFTER ADJUSTING FOR NEW SHARES ARISING
FROM THE CONVERSION OF CONVERTIBLE SECURITIES
OR THE EXERCISE OF SHAR E OPTIONS OUTSTANDING
OR SUBSISTING AT THE TIME OF PASSING OF THIS
RESOLUTION, PROVIDED THE OPTIONS WERE GRANTED
IN COMPLIANCE WITH PART VIII OF CHAPTER 8 O F
THE SGX-ST LISTING MANUAL AND ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF SHARES; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF T HE COMPANY OR THE DATE OF THE NEXT
AGM OF THE COMPANY AS REQUIRED BY LAW C) AUTHORIZE
THE DIRECTORS, PURSUANT TO SECTIONS 76C AND 76E
OF THE COMPANIES ACT , CHAPTER 50 THE ACT ,
TO PURCHASE OR OTHERWISE ACQUIRE ISSUED AND FULLY
PAID ORDINARY SHARES OF SGD 0.25 EACH IN THE
CAPITAL OF THE COMPANY THE SHARES , THROUGH
MARKET PURCHASES ON THE SGX-ST, AND/OR OFF-MARKET
PURCHASES IN ACCORDA NCE WITH ANY EQUAL ACCESS
SCHEMES, NOT EXCEEDING IN AGGREGATE 10.0% OF
THE ISS UED ORDINARY SHARE CAPITAL OF THE COMPANY,
AT A PRICE OF UP TO 105.0% ABOVE TH E AVERAGE
CLOSING PRICES OF THE SHARES ON THE SGX-ST ON
THE PREVIOUS 5 MARKET DAYS IN THE CASE OF ON-MARKET
PURCHASES AND 120.0% ABOVE THE AVERAGE CLOSING
P RICES OF THE SHARES ON THE SGX-ST ON EACH OF
THE 5 CONSECUTIVE MARKET DAYS IN THE CASE OF
BOTH OFF-MARKET AND ON-MARKET PURCHASES, AND
AUTHORIZE THE DIRECTO RS AND/OR ANY OF THEM TO
COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING
E XECUTING SUCH DOCUMENTS AS MAY BE REQUIRED
AS THEY AND/OR HE MAY CONSIDER NEC ESSARY, EXPEDIENT,
INCIDENTAL OR IN THE INTERESTS OF THE COMPANY
TO GIVE EFFEC T TO THE TRANSACTIONS CONTEMPLATED
AND/OR AUTHORIZED BY THIS RESOLUTION; AUTH ORITY
EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY
OR THE DATE OF THE NE XT AGM OF THE COMPANY AS
REQUIRED BY THE LAW
7.B AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE AND Management Against
ALLOT FROM TIME TO TIME SUCH NUM BER OF SHARES
AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE
EXERCISE OF OPTI ONS GRANTED UNDER THE PARKWAY
SHARE OPTION SCHEME 2001 PARKWAY SCHEME 2001
, THE AGGREGATE NUMBER OF SHARES ISSUED NOT EXCEEDING
15% OF THE ISSUED SHARE CA PITAL OF THE COMPANY
FROM TIME TO TIME;
7.C AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For
76C AND 76E OF THE COMPANIES ACT , CHAPTER 50
THE ACT , TO PURCHASE OR OTHERWISE ACQUIRE ISSUED
AND FULLY PAID ORDINARY SHARES OF SGD 0.25 EACH
IN THE CAPITAL OF THE COMPANY THE SHARES , THROUGH
MARKET PURCHASES ON THE SGX-ST, AND/OR OFF-MARKET
PURCHASES IN ACCORDA NCE WITH ANY EQUAL ACCESS
SCHEMES, NOT EXCEEDING IN AGGREGATE 10.0% OF
THE ISS UED ORDINARY SHARE CAPITAL OF THE COMPANY,
AT A PRICE OF UP TO 105.0% OF THE A VERAGE CLOSING
PRICES OF THE SHARES ON THE SGX-ST ON THE PREVIOUS
5 MARKET DAY S IN THE CASE OF ON-MARKET PURCHASES
AND 120.0% OF THE AVERAGE CLOSING PRICES OF THE
SHARES ON THE SGX-ST ON EACH OF THE 5 CONSECUTIVE
MARKET DAYS IN THE CA SE OF BOTH OFF-MARKET AND
ON-MARKET PURCHASES, AND AUTHORIZE THE DIRECTORS
AND /OR ANY OF THEM TO COMPLETE AND DO ALL SUCH
ACTS AND THINGS INCLUDING EXECUTI NG SUCH DOCUMENTS
AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER
NECESSARY , EXPEDIENT, INCIDENTAL OR IN THE INTERESTS
OF THE COMPANY TO GIVE EFFECT TO T HE TRANSACTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM
OF THE COMPANY OR THE DATE OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY THE LAW
8. TRANSACT OTHER BUSINESS Other Against
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Vote Proposal
OF RECORD DATE. IF YOU HAV E ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU
- -----------------------------------------------------------------------------------------------------------------------------
SONAE SGPS SA, MAIA AGM Meeting Date: 04/06/2005
Issuer: X82198106 ISIN: PTSON0AE0001 BLOCKING
SEDOL: 4000482, 4822686, 5741542, 5973992
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management
2004
2. APPROVE THE CONSOLIDATED ANNUAL REPORT AND THE Management
ACCOUNTS FOR 2004
3. APPROVE THE APPROPRIATION OF THE 2004 NET PROFIT Management
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management
S MANAGEMENT AND THE AUDITING
5. APPROVE THE ELECTION OF ANY VACANT POSITIONS Management
ON THE GOVERNING BODIES AND THE R EMUNERATION
COMMITTEE
6. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES, Management
UNDER THE TERMS OF ARTICLE S 319 AND 320 OF THE
COMPANY LAW
7. APPROVE THE ACQUISITION AND THE SALE OF OWN BONDS, Management
UNDER THE TERMS OF ARTICLES 354 OF THE COMPANY
LAW
8. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES Management
BY AFFILIATES COMPANIES, UN DER THE TERMS OF
ARTICLE 325-B OF THE COMPANY LAW
9. GRANT AUTHORITY TO GRANT OWN SHARES TO THE EMPLOYEES Management
OF THE COMPANY OR AFFILIA TED COMPANIES
* PLEASE NOTE THAT THE SHAREHOLDERS HAVE ONE VOTE Non-Voting
PER 1000 SHARES.THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
BANK OF PIRAEUS OGM Meeting Date: 04/07/2005
Issuer: X06397107 ISIN: GRS014013007 BLOCKING
SEDOL: 4122676, 5602917, B074TY1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management
FOR FY 2004 01 JAN 2004 - 31 DEC 2004 ALONG
WITH THE RELEVANT REPORTS BY THE BOARD OF DIRECTORS
AND TH E CHARTERED AUDITORS CERTIFICATES
2. GRANT DISCHARGE TO THE BOARD OF DIRECTOR MEMBERS Management
AND THE CHARTERED AUDITORS FR OM ANY RESPONSIBILITY
FOR COMPENSATION FOR THE PROCEEDINGS OF FY 2004
01 JAN 2004 - 31 DEC 2004
3. APPROVE THE PAID REMUNERATION AND COMPENSATION Management
TO THE BOARD OF DIRECTOR MEMBER S AND THE MANAGEMENT
EXECUTIVES
4. APPROVE THE PAID REMUNERATION TO THE BOARD OF Management
DIRECTOR MEMBERS
5. ELECT THE CHARTERED AUDITORS REGULAR AND ALTERNATIVE Management
FOR FY 2005 01 JAN 200 5 - 31 DEC 2005
6. RATIFY THE ELECTION OF BOARD OF DIRECTOR MEMBERS Management
IN REPLACEMENT OF RESIGNED ON ES
7. ELECT A NEW BOARD OF DIRECTOR AND DETERMINE THE Management
2 INDEPENDENT NON-EXECUTIVE ME MBERS OF THE BOARD
OF DIRECTOR ACCORDING TO THE PROVISIONS OF L.3016/2002
AS I N USE
8. APPROVE THE CODIFICATION OF THE IN USE COMPANY Management
S STATUTE
9. APPROVE THE STOCK OPTION PLAN THROUGH EXERCISE Management
OF PREFERENCE RIGHT WITH OFFER PRICE EUR 15.44
PER SHARE, ACCORDING TO THE ARTICLE 13 PARAGRAPH
9 OF THE C.L. 2190/1920
10. APPROVE TO BUY BACK OWN SHARES FROM THE BANK, Management
ACCORDING TO THE ARTICLE 16 PARA GRAPH 5 TO 14
OF C.L. 2190/1920
11. GRANT PERMISSION TO THE BOARD OF DIRECTOR MEMBERS Management
AND THE BANK S MANAGERS, TO PARTICIPATE IN THE
ADMINISTRATION OF THE AFFILIATED ACCORDING TO
THE ARTICLE 42E, PARAGRAPH 5 OF THE C.L. 2190/1920
COMPANIES
12. VARIOUS ISSUES AND ANNOUNCEMENTS Other
- -----------------------------------------------------------------------------------------------------------------------------
CLARIANT AG, MUTTENZ AGM Meeting Date: 04/07/2005
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
- -----------------------------------------------------------------------------------------------------------------------------
CLARIANT AG, MUTTENZ OGM Meeting Date: 04/07/2005
Issuer: H14843165 ISIN: CH0012142631 BLOCKING
SEDOL: 7113990, 7167759
- -----------------------------------------------------------------------------------------------------------------------------
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 THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 220653, 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.
1. APPROVE THE ANNUAL REPORT FOR THE YEAR 2004 AND Management
THE REPORT OF THE AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE BALANCE SHEET PROFIT Management
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
TO THE MANAGEMENT
4. APPROVE TO REDUCE THE SHARE CAPITAL AND THE REPAYMENT Management
OF THE NOMINAL VALUES OF SHARES
5. APPROVE TO CANCEL THE ARTICLE 5A OF THE ASSOCIATION Management
6. ELECT THE BOARD OF DIRECTORS Management
7. RE-ELECT THE AUDITORS AND THE GROUP AUDITORS Management
FOR THE YEAR 2005
- -----------------------------------------------------------------------------------------------------------------------------
CLARIANT AG, MUTTENZ AGM Meeting Date: 04/07/2005
Issuer: H14843165 ISIN: CH0012142631
SEDOL: 7113990, 7167759
- -----------------------------------------------------------------------------------------------------------------------------
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 THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 220653, 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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 221407 DUE TO RECEIPT OF A DDITIONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISR EGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT SALE OF SHARES. IN THE EVENT Non-Voting
THAT THE NUMBER OF SHARES ON THE ADMISSION TICKET
HAVE BEEN REDUCED BY THE SALE OF SHARES, THE
SHAREHOLDER IS NO LONGER ENTITLED TO VOTE FOR
THESE SHARES. THE ADMISSION CARD AND THE VOTING
MATERIAL WILL HAVE TO BE CORRECTED BEFORE THE
GINNING OF THE GENERAL MEETING. THANK YOU
PLEASE CONTACT THE OFFICE OF THE SHARE
REGISTER AT THE GEN ERAL MEETING.
1. APPROVE THE ANNUAL REPORT FOR THE YEAR 2004 AND Management
THE REPORT OF THE AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE BALANCE SHEET PROFIT Management
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
TO THE MANAGEMENT
4. APPROVE TO REDUCE THE SHARE CAPITAL AND THE REPAYMENT Management
OF THE NOMINAL VALUES OF SHARES
5. APPROVE TO CANCEL THE ARTICLE 5A OF THE ASSOCIATION Management
6.1 RE-ELECT MR. ROBERT RAEBER AS A BOARD OF DIRECTOR Management
6.2 RE-ELECT PROF. DIETER SEEBACH AS A BOARD OF DIRECTOR Management
6.3 ELECT DR. KILAUS JENNY, GLARUS, INDUSTRIALIST, Management
A MEMBER OF THE BOARD OF DIRECT OR
7. RE-ELECT PRICEWATERHOUSECOOPERS LTD AS THE COMPANY Management
AUDITORS AND THE GROUP AUDI TORS FOR 2005
- -----------------------------------------------------------------------------------------------------------------------------
KLEPIERRE (EX-COMPAGNIE FONCIERE KLEPIERRE) MIX Meeting Date: 04/07/2005
Issuer: F5396X102 ISIN: FR0000121964 BLOCKING
SEDOL: 4336864, 5565827, 7582556
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 D AYS 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, SIG N AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTACT YOU R CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS : ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE
BECO ME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REGIST ERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWARD T O THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
THANK YOU. TRADES/VOTE INSTRU CTIONS: SINCE
FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE
INSTRUCTIONS S UBMITTED THAT HAVE A TRADE TRANSACTED
(SELL) FOR EITHER THE FULL SECURITY POSI TION
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
PO SITION COLLECTION PROCESS, ADP HAS A PROCESS
IN EFFECT WHICH WILL ADVISE THE G LOBAL CUSTODIAN
OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING.
THIS WILL EN SURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND
RELEASE THE SHARES FOR SETTLEMENT OF THE SALE
TRANSACTION. THIS PROCEDURE PER TAINS TO SALE
TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO
MEETING DATE + 1
O.1 ACKNOWLEDGE THE REPORT OF THE EXECUTIVE COMMITTEE, Management
THE SUPERVISORY BOARD AND T HE ONE OF THE STATUTORY
AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND
THE BAL ANCE SHEET FOR THE FY CLOSED ON 31 DEC
2004, THE ACCOUNTS SHOW PROFITS OF EUR 77,792,605.04
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE SAID FY, THE CONSOLIDATE D ACCOUNTS SHOW
PROFITS OF EUR 122,582,000.00
O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management
ON AGREEMENTS, GOVERNED BY THE ARTICLE L. 225-86
OF THE FRENCH COMMERCIAL LAW; APPROVE THE SAID
REPORT AND T HE AGREEMENTS REFERRED TO THEREIN
O.4 AUTHORIZE THE TRANSFER OF EUR 84,941,157.08 FROM Management
THE SPECIAL RESERVE ON LONG-T ERM CAPITAL GAINS
ACCOUNT TO AN ORDINARY RESERVE ACCOUNT, THE WITHHOLDING
UPON THIS SUM OF THE EXCEPTIONAL TAX (FORESEEN
IN THE ARTICLE 39 OF THE FRENCH FIN ANCIAL LAW)
AMOUNTING TO EUR 2,111,029.00), THE SAID SUM
HAVING BROUGHT TO THE DEBIT OF THE ACCOUNT BALANCE
CARRIED FORWARD ON 31 DEC 2004
O.5 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 7 7,792,605.04; LEGAL
RESERVE: EUR 561,786.40; DISPOSABLE BALANCE FOR
DISTRIBUTI ON OF EUR 77,230,818.64 TO WHICH IS
ADDED THE PRIOR RETAINED EARNINGS OF EUR 2 22,268,423.70,
FORMING A DISTRIBUTABLE PROFITS: EUR 299,499,242.34;
GLOBAL DIV IDEND: EUR 106,177,726.70; THE BALANCE
OF EUR 193,321,515.64 TO THE CARRY FOR WARD
ACCOUNT; NET DIVIDEND OF EUR 2.30 PER SHARE,
PAID ON 15 APR 2005 AS REQUI RED BY LAW
O.6 APPOINT MR. M. ALAIN PAPIASSE AS A MEMBER OF Management
THE SUPERVISORY BOARD FOR A PERIO D OF 3 YEARS
O.7 APPOINT MR. M. FRANCOIS DEMON AS A MEMBER OF Management
THE SUPERVISORY BOARD FOR A PERIO D OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
JEROME BEDIER AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.9 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management
THE COMPANY S SHARES ON THE STOC K MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 100.00; MAXIMUM NUMBER OF SHARES TO
BE TRADED: 4,616,422 SHARES FOR A MAXIMUM AMOUNT
OF EUR 461,642,200.00; AUTHORITY IS VALID FOR
A PERIOD OF 18 MONTHS ; THE PRE SENT DELEGATION
CANCELS AND REPLACES FOR THE PERIOD UNUSED, THE
DELEGATION SET FORTH IN RESOLUTION 18 AND GIVEN
BY THE GENERAL MEETING OF 08 APR 2004; AUTHO
RIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.10 APPROVE TO GRANT ALL POWERS TO THE EXECUTIVE Management
COMMITTEE TO REDUCE THE SHARE CAP ITAL BY CANCELLING
THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK R EPURCHASE PLAN, PROVIDED THAT
THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24
M OIS MONTHS DOES NOT EXCEED 10% OF THE SHARE
CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF
24 MONTHS
O.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF: EUR 60,000 ,000.00 CAPITAL INCREASES , EUR
1,200,000,000.00 DEBT SECURITIES , BY WAY OF
ISSUING SHARES PREFERENTIAL SHARES BEING EXCLUDED
OR SECURITIES GIVING ACCE SS TO THE SHARE CAPITAL,
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION
B EING MAINTAINED; AUTHORITY IS VALID FOR 26
MONTHS ; AUTHORIZE THE EXECUTIVE C OMMITTEE TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITI ES
O.12 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF: EUR 60,000 ,000.00 CAPITAL INCREASES , EUR
1,200,000,000.00 DEBT SECURITIES , THE PREFE
RENTIAL RIGHT OF SUBSCRIPTION BEING EXCLUDED,
BY WAY OF ISSUING SHARES OR SECU RITIES GIVING
ACCESS TO THE SHARE CAPITAL; AUTHORITY IS VALID
FOR 26 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLI SH
ALL NECESSARY FORMALITIES
O.13 AUTHORIZE THE EXECUTIVE COMMITTEE TO SET UNDER Management
PREVIOUS AUTHORIZATION GIVEN BY THE SUPERVISORY
BOARD, THE PRICE OF THE ISSUE OF THE SHARES AND
OR THE SECURI TIES GIVING ACCESS TO THE SHARE
CAPITAL, WITHIN THE LIMIT BY YEAR OF 10% OF TH
E SHARE CAPITAL, IN THE FRAME OF A SHARE CAPITAL
INCREASE BY ISSUING SHARES WI THOUT PREFERENTIAL
RIGHT OF SUBSCRIPTION
O.14 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE NUMBER OF SECURITIES TO BE I SSUED IN CASE
OF CAPITAL INCREASES WITH OR WITHOUT PREFERENTIAL
RIGHT OF SUBS CRIPTION SUCH AS MENTIONED IN
RESOLUTIONS 11 AND 12 ; AUTHORITY IS VALID FOR
25 MONTHS
O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM N OMINAL AMOUNT
OF 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING
SHARES GIVING ACC ESS TO THE SHARE CAPITAL, WITHOUT
PREFERENTIAL RIGHT OF SUBSCRIPTION, IN PAYME
NT OF CONTRIBUTION IN KIND GRANTED TO THE COMPANY;
AUTHORITY IS VALID FOR A P ERIOD OF 26 MONTHS
; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 60,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, SHARE OR ISSUE PREMIUMS, TO BE CARRIED
OUT THROUGH THE ISSUE OF BONUS SHARES OR THE
RAISE OF THE PAR VALUE OF THE EXISTING SHARES;
AUTHOR ITY IS VALID FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.17 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, BYWAY OF ISSUING SHARES
IN FAVOUR OF T HE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN. FOR AN AMOUN
T WHICH SHALL NOT EXCEED EUR 3,000,000.00; AUTHORITY
IS VALID FOR 26 MONTHS ; AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLI SH ALL NECESSARY FORMALITIES
O.18 AUTHORIZE THE EXECUTIVE TO PROCEED IN ONE OR Management
SEVERAL TIMES TO THE ALLOTMENT WH ETHER OF FREE
EXISTING SHARES OR FREE SHARES TO BE ISSUED IN
FAVOUR OF MEMBERS OF ITS EMPLOYEES, THE COMPANY
REPRESENTATIVES, FOR AN AMOUNT WHICH WILL NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS
GIVEN FOR 26 MONTHS ; AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NEC ESSARY FORMALITIES
O.19 APPROVE, PURSUANT TO THE ADOPTION OF THE RESOLUTIONS Management
11, 12, 13, 15, 16, 17 AN D 18, THAT THE MAXIMAL
NOMINAL VALUE OF CAPITAL INCREASES TO BE CARRIED
OUT UN DER THIS DELEGATION OF AUTHORITY SHALL
NOT EXCEED EUR 70,000,000.00; APPROVE, PURSUANT
TO THE ADOPTION OF THE RESOLUTIONS 11, 12, AND
13, THAT THE NOMINAL V ALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 1,200,000.00
O.20 APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management
A COPY OR AN EXTRACT OF THE MINUT ES OF THIS
MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES,
FILINGS AND REGISTR ATIONS PRESCRIBED BY LAW
- -----------------------------------------------------------------------------------------------------------------------------
TPG NV, S GRAVENHAGE AGM Meeting Date: 04/07/2005
Issuer: N31143105 ISIN: NL0000009058 BLOCKING
SEDOL: 0306258, 5481558, 5491201
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING AND ANNOUNCEMENTS Management
2. RECEIVE THE PRESENTATION Management
3. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
FOR THE FY 2004
4. APPROVE THE CORPORATE GOVERNANCE Management
5.a APPROVE THE ANNUAL ACCOUNT FOR THE FY 2004 Management
5.b APPROVE THE DIVIDEND PAYMENT Management
5.c GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
5.d GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
6. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management
OF THE BOARD OF MANAGEMENT
7. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management
OF THE SUPERVISORY BOARD
8. RE-APPOINT MR. H.M. KOORSTRA AS A MANAGER Management
9.a APPOINT THE VACANCIES OF THE SUPERVISORY BOARD Management
9.b APPROVE TO MAKE RECOMMENDATION FOR APPOINTMENT Management
OF A MEMBER OF SUPERVISORY BOAR D
9.c APPOINT THE NOTICE OF THE SUPERVISORY BOARD WITH Management
REGARD TO THE RECOMMENDATIONS
9.d.1 APPOINT MR. HOMMEN AS A SUPERVISORY BOARD MEMBER Management
9.d.2 APPOINT MR. LEVY AS A SUPERVISORY BOARD MEMBER Management
9.d.3 APPOINT MRS. MONNAS AS A SUPERVISORY BOARD MEMBER Management
9.e APPOINT THE VACANCIES OF THE SUPERVISORY BOARD Management
AS PER CLOSE OF THE AGM 2006
10.a APPROVE TO EXTEND THE AUTHORITY OF THE MANAGEMENT Management
BOARD TO ISSUE SHARES
10.b APPROVE TO EXTEND THE AUTHORITY OF THE MANAGEMENT Management
BOARD TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS
11. AUTHORIZE THE MANAGEMENT BOARD TO HAVE THE COMPANY Management
ACQUIRE ITS OWN SHARES
12. APPROVE THE REDUCTION OF THE ISSUED CAPITAL BY Management
CANCELLING SHARES
13. AMEND THE ARTICLES OF ASSOCIATION Management
14. ANY OTHER BUSINESS Other
15. CLOSING Non-Voting
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 31 MAR 2005. SHARES CAN BE TRADED THEREAFTER.THANK
YOU.
- -----------------------------------------------------------------------------------------------------------------------------
BANK OF EAST ASIA LTD AGM Meeting Date: 04/08/2005
Issuer: Y06942109 ISIN: HK0023000190
SEDOL: 5603619, 6075648
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE AUDITED ACCOUNTS AND THE Management
REPORTS OF THE DIRECTORS AND OF THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management
3. ELECT THE DIRECTORS Management
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management
TO FIX THEIR REMUNERATION
S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management
A) BY ADDING THE SPECIFIED N EW DEFINITION IMMEDIATELY
AFTER THE DELETION OF THE THESE ARTICLES IN
ARTICL E 2; B) BY ADDING THE SPECIFIED NEW DEFINITION
IMMEDIATELY AFTER THE DEFINITIO N OF BOARD
IN ARTICLE 2; C) BY DELETING THE DEFINITION OF
RECOGNIZED CLEARI NG HOUSE IN ARTICLE 2 IN
ITS ENTIRETY AND SUBSTITUTE WITH NEW DEFINITION
AS S PECIFIED; D) BY ADDING THE SPECIFIED NEW
ARTICLE 66A IMMEDIATELY AFTER ARTICLE 66; E)
BY DELETING ARTICLE 77 IN ITS ENTIRETY EXCEPT
THE MARGIN NOTE THEREOF AND SUBSTITUTE WITH NEW
ARTICLE AS SPECIFIED; F) BY DELETING THE SUB-CLAUSE
(H) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE
THEREWITH THE NEW SUB PARAGRA PH AS SPECIFIED;
G) BY DELETING THE WORDS AS DEFINED IN THE LISTING
RULES WH EREVER THEY APPEAR IN SUB-CLAUSES (I)
AND (J) OF ARTICLE 89; H) BY DELETING TH E SUB-CLAUSE
(K) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE
THEREFORE WITH N EW SUB-PARAGRAPH AS SPECIFIED
6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DISPOSE Management
OF ADDITIONAL SHARES OF TH E BANK AND MAKE OR
GRANT OFFERS, AGREEMENTS AND OPTIONS OR WARRANTS
DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING
20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE BANK IN ISSUE AS AT THE DATE OF
THIS RESOLUTION AS INCREASED BY THE SCRIP DIVIDEND
ISSUE APPROVED PURSUANT TO ITEM 2 ABOVE OTHER
WISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR
II) THE EXERCISE OF ANY SHARE OPT ION SCHEME
OR SIMILAR ARRANGEMENT ADOPTED FOR THE GRANT
OR ISSUE TO THE EMPLOY EES OF THE BANK AND ITS
SUBSIDIARIES OF SHARES OR RIGHTS TO ACQUIRE SHARES
OF THE BANK; OR III) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE BANK; AUTHORITY EXPIRES THE
EARLIER OF TH E CONCLUSION OF THE NEXT AGM OF
THE BANK OR THE EXPIRATION OF THE PERIOD WITHI
N WHICH THE NEXT AGM IS TO BE HELD BY LAW
7. AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management
SHARES OF HKD 2.50 EACH IN THE CAPITAL OF THE
BANK DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES OF THE COMPANY HA
VE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE
SECURITIES AND FUTURES COMMISSI ON UNDER THE
HONG KONG CODE ON SHARE REPURCHASES FOR SUCH
PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE
AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE
IN ACCORDANCE WITH ALL APPLICA BLE LAWS AND REGULATIONS,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF TH E CONCLUSION
OF THE AGM OF THE BANK OR THE EXPIRATION OF THE
PERIOD WITHIN WHI CH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management
6 AND 7, TO EXTEND THE GE NERAL MANDATE GRANTED
TO THE DIRECTORS TO ALLOT THE SHARES PURSUANT
TO RESOLUT ION 6, BY THE ADDITION TO THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL RE PURCHASED
PURSUANT TO RESOLUTION 7
- -----------------------------------------------------------------------------------------------------------------------------
BANK OF EAST ASIA LTD AGM Meeting Date: 04/08/2005
Issuer: Y06942109 ISIN: HK0023000190
SEDOL: 5603619, 6075648
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE AUDITED ACCOUNTS AND THE Management For
REPORTS OF THE DIRECTORS AND OF THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management For
3.a ELECT MR. TAN MAN-KOU AS A DIRECTOR Management For
3.b ELECT DR. LI FOOK-WO AS A DIRECTOR Management For
3.c ELECT MR. JOSEPH PANG YUK-WING AS A DIRECTOR Management For
3.d ELECT MR. THOMAS KWOK PING-KWONG AS A DIRECTOR Management For
3.e ELECT MR. RICHARD LI TZAR-KAI AS A DIRECTOR Management For
4. RE-APPOINT KPMG AS THE AUDITORS OF THE BANK AND Management For
AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management For
A) BY ADDING THE SPECIFIED N EW DEFINITION IMMEDIATELY
AFTER THE DELETION OF THE THESE ARTICLES IN
ARTICL E 2; B) BY ADDING THE SPECIFIED NEW DEFINITION
IMMEDIATELY AFTER THE DEFINITIO N OF BOARD
IN ARTICLE 2; C) BY DELETING THE DEFINITION OF
RECOGNIZED CLEARI NG HOUSE IN ARTICLE 2 IN
ITS ENTIRETY AND SUBSTITUTE WITH NEW DEFINITION
AS S PECIFIED; D) BY ADDING THE SPECIFIED NEW
ARTICLE 66A IMMEDIATELY AFTER ARTICLE 66; E)
BY DELETING ARTICLE 77 IN ITS ENTIRETY EXCEPT
THE MARGIN NOTE THEREOF AND SUBSTITUTE WITH NEW
ARTICLE AS SPECIFIED; F) BY DELETING THE SUB-CLAUSE
(H) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE
THEREWITH THE NEW SUB PARAGRA PH AS SPECIFIED;
G) BY DELETING THE WORDS AS DEFINED IN THE LISTING
RULES WH EREVER THEY APPEAR IN SUB-CLAUSES (I)
AND (J) OF ARTICLE 89; H) BY DELETING TH E SUB-CLAUSE
(K) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE
THEREFORE WITH N EW SUB-PARAGRAPH AS SPECIFIED
6. AUTHORIZE THE DIRECTORS, TO ALLOT, ISSUE AND Management Against
DISPOSE OF ADDITIONAL SHARES OF T HE BANK AND
MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
OR WARRANTS DURING AN D AFTER THE RELEVANT PERIOD,
NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE BANK IN ISSUE AS
AT THE DATE OF THIS RESOLUTION A S INCREASED
BY THE SCRIP DIVIDEND ISSUE APPROVED PURSUANT
TO ITEM 2 ABOVE OTHE RWISE THAN PURSUANT TO:
I) A RIGHTS ISSUE; OR II) THE EXERCISE OF ANY
SHARE OP TION SCHEME OR SIMILAR ARRANGEMENT ADOPTED
FOR THE GRANT OR ISSUE TO THE EMPLO YEES OF THE
BANK AND ITS SUBSIDIARIES OF SHARES OR RIGHTS
TO ACQUIRE SHARES OF THE BANK; OR III) ANY SCRIP
DIVIDEND OR SIMILAR ARRANGEMENT IN ACCORDANCE
WIT H THE ARTICLES OF ASSOCIATION OF THE BANK;
AUTHORITY EXPIRES THE EARLIER OF T HE CONCLUSION
OF THE NEXT AGM OF THE BANK OR THE EXPIRATION
OF THE PERIOD WITH IN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
7. AUTHORIZE THE DIRECTORS, TO REPURCHASE ORDINARY Management For
SHARES OF HKD 2.50 EACH IN THE CAPITAL OF THE
BANK DURING THE RELEVANT PERIOD, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK
EXCHANGE ON WHICH THE SHARES OF THE COMPANY H
AVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE
SECURITIES AND FUTURES COMMISS ION UNDER THE
HONG KONG CODE ON SHARE REPURCHASES FOR SUCH
PURPOSES, SUBJECT T O AND IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH
PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION
DETERMINE IN ACCORDANCE WITH ALL APPLIC ABLE
LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT O F THE ISSUED SHARE
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF T HE CONCLUSION OF THE AGM OF THE
BANK OR THE EXPIRATION OF THE PERIOD WITHIN WH
ICH THE NEXT AGM OF THE COMPANY IS TO BE HELD
BY LAW
8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
6 AND 7, TO EXTEND THE GE NERAL MANDATE GRANTED
TO THE DIRECTORS TO ALLOT THE SHARES PURSUANT
TO RESOLUT ION 6, BY THE ADDITION TO THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL RE PURCHASED
PURSUANT TO RESOLUTION 7
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
ID 221661 DUE TO ADDITIONAL R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
COFINIMMO SA, BRUXELLES EGM Meeting Date: 04/08/2005
Issuer: B25654136 ISIN: BE0003593044 BLOCKING
SEDOL: 4177988
- -----------------------------------------------------------------------------------------------------------------------------
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. APPROVE THE REPORTS ON THE MERGER BY THE ABSORPTION Management
OF THE IMMOBILIERE DE LOCA TION DU QUARTIER LEOPOLD
2. APPROVE THE REPORTS ON THE MERGER BY THE ABSORPTION Management
OF THE IMMOBILIERE DE LOCA TION DU QUARTIER LEOPOLD
BY DISTRIBUTING TO THE SHAREHOLDERS 27,8544 COFINIMMO
ORDINARY SHARES FOR 1 SHARE OF THE ABSORBED COMPANY
3. APPROVE TO INCREASE THE CAPITAL IN CONSEQUENCE Management
OF 139 SHARES 7412 EUR
4. APPROVE TO MODIFY IN CONSEQUENCE OF THE ARTICLES Management
OF ASSOCIATION AND SET OF THE SHARE CAPITAL TO
603,456,016, 44 EUR AND TO 11,316,722 SHARES
OUT OF WHICH 9, 816,956 ARE ORDINARY SHARES AND
1,499,766 ARE PRIVILEGED SHARES
5. APPROVE TO SUBMIT THESE ABOVE RESOLUTION TO THE Management
SUSPENSORY CONDITION OF THE VO TE OF THE GENERAL
MEETING OF THE SA IMMOBILIERE DE LOCATION DU
QUARTIER LEOPOL OD
6. APPROVE THE PRELIMINARY REPORTS OF THE MERGER Management
BY ABSORPTION OF THE SPRL BETA I NVEST
7. APPROVE THE MERGER BY ABSORPTION WITH THE SPRL Management
BETA INVEST BY DISTRIBUTING 2,3 8951 ORDINARY
COFINIMMO SHARES FOR 1 PARTICIPATING ABSORBED
SHARE
8. APPROVE TO INCREASE THE CAPITAL IN CONSEQUENCE Management
OF 1711 SHARES 91,247,63 EUR
9. APPROVE TO MODIFY THE CONSEQUENCE OF THE ARTICLE Management
OF ASSOCIATION AND SET OF THE SHARE CAPITAL TO
603,547,264,07 EUR AND TO 11,318,433 SHARES OUT
OF WHICH 9,8 18,667 ARE ORDINARY SHARES AND 1,499,766
PRIVILEGED SHARES
10. APPROVE TO SUBMIT THESE ABOVE RESOLUTION TO THE Management
SUSPENSORY CONDITION OF THE VO TE OF THE GENERAL
MEETING OF THE SPRL BETA INVEST
11. APPROVE THE PRELIMINARY REPORTS OF THE MERGER Management
BY THE ABSORPTION OF THE SA NORT H GALAXY
12. APPROVE THE MERGER BY ABSORPTION DE LA SA NORTH Management
GALAXY BY DISTRIBUTION TO THE SHAREHOLDERS 240,2128
COFINIMMO ORDINARY SHARES FOR 1 SHARE OF THE
ABSORBED CO MPANY
13. APPROVE TO INCREASE THE CAPITAL IN CONSEQUENCE Management
OF 3843 SHARES 204,947,19 EUR
14. APPROVE TO MODIFY THE CONSEQUENCE OF THE ARTICLE Management
OF ASSOCIATION AND SET THE SH ARE CAPITAL 603,752,211,26
EUR AND TO 11,322,276 SHARES OUT OF WHICH 9,822,510
ARE ORDINARY SHARES AND 1,499,766 PRIVILEGED SHARES
15. APPROVE TO SUBMIT THESE ABOVE RESOLUTION TO THE Management
SUSPENSORY CONDITION OF THE VO TE OF THE GENERAL
MEETING OF THE SA NORTH GALAXY
16. APPROVE THE SPECIAL REPORT OF THE BOARD OF DIRECTORS Management
17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE CAPITAL UP TO 600,000,000 EUR
18. APPROVE TO RENEW FOR 3 YEARS THE AUTHORIZATION Management
TO INCREASE THE CAPITAL GIVEN T O THE BOARD OF
DIRECTORS ON THE 14 MAY 2002
19. APPROVE TO MODIFY THE ARTICLE 7.2 OF THE ASSOCIATION Management
ABOUT THE AUTHORIZATION T O INCREASE THE CAPITAL
20. APPROVE TO RENEW FOR 3 YEARS THE AUTHORIZATION Management
TO THE BOARD OF DIRECTORS TO BU Y, TAKE IN PLEDGE
SELL AND OWN SHARES WITHOUT CONSULTING THE GENERAL
MEETING A ND TO RENEW FOR 18 MONTHS THE AUTHORIZATION
TO BUY, TAKE IN PLEDGE SELL AND OW N SHARES AT
A PRICE OF 15 UNDER THE MARKET PRICE WITHOUT
CONSULTING THE GENERA L MEETING
21. APPROVE TO MODIFY THE ARTICLES 7.3 ALINEA 2 AND Management
3 FOLLOWING THIS CHANGE
22. APPROVE TO GIVE ALL EXECUTING THE POWERS TO THE Management
BOARD OF DIRECTORS
- -----------------------------------------------------------------------------------------------------------------------------
QBE INSURANCE GROUP LTD AGM Meeting Date: 04/08/2005
Issuer: Q78063114 ISIN: AU000000QBE9
SEDOL: 6715740
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORTS AND THE REPORTS Management For
OF THE DIRECTORS AND OF THE AUDI TORS OF THE
COMPANY FOR THE YE 31 DEC 2004
2. RE-ELECT MR. C.L.A. IRBY AS A DIRECTOR OF QBE Management For
INSURANCE GROUP LIMITED, WHO RET IRES BY ROTATION
IN ACCORDANCE WITH CLAUSE 76 OF THE COMPANY S
CONSTITUTION
3. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For
10.14 AND FOR ALL OTHER PURPOSES, TO GRANT TO
THE CHIEF EXECUTIVE OFFICER, MR. F.M. O HAILORAN
OF CONDITIONAL R IGHTS OVER A MAXIMUM OF 46,000
UNISSUED ORDINARY SHARES IN THE COMPANY AND OPT
IONS TO SUBSCRIBE FOR A MAXIMUM OF 122,000 UNISSUED
ORDINARY SHARES OF THE COM PANY AND THE ALLOTMENT
OF ORDINARY SHARES IN THE COMPANY ON SATISFACTION
OF AN D SUBJECT TO THE CONDITIONS ATTACHED TO
THE CONDITIONAL RIGHTS AND ON VALID EX ERCISE
OF THE OPTIONS UNDER THE COMPANY S SENIOR EXECUTIVE
EQUITY SCHEME
- -----------------------------------------------------------------------------------------------------------------------------
ABERTIS INFRAESTRUCTURAS SA, BARCELONA OGM Meeting Date: 04/11/2005
Issuer: E0003D111 ISIN: ES0111845014
SEDOL: 4065663, 5440612
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ANNUAL INDIVIDUAL AND Management For
CONSOLIDATED ACCOUNTS AND THEIR RESPECTIVE MANAGEMENT
REPORTS, THE APPLICATION OF PROFITS PROPOSAL
AND THE MAN AGEMENT OF THE BOARD OF DIRECTORS,
ALL OF THE FOREGOING WITH REFERENCE TO THE YEAR
2004
2. APPROVE TO INCREASE THE CAPITAL, TO BE DEBITED Management For
AGAINST RESERVES, AND SUBSEQUEN T AMEND ARTICLE
5 OF THE ARTICLES OF ASSOCIATION; APPROVE THE
APPLICATION FOR QUOTATION; AUTHORIZE THE BOARD
OF DIRECTORS, WHO MAY DELEGATE IN TURN TO THE
E XECUTIVE COMMITTEE OR TO THE CHIEF EXECUTIVE
OFFICER, OF THE POWERS REQUIRED T O FIX THE TERMS
OF THE INCREASE WHERE NOT SPECIFIED BY THE LAW
3. APPOINT OR CONFIRMATION OF THE DIRECTORS Management For
4. APPOINT THE FINANCIAL AUDITORS FOR THE COMPANY Management For
AND ITS CONSOLIDATED GROUP
5. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For
THE DERIVATIVE ACQUISITION OF OW N SHARES, AND
TO TRANSFER THEM
6. AUTHORIZE THE BOARD OF DIRECTORS, THE EXECUTIVE Management For
COMMITTEE AND THE CHIEF EXECUT IVE OFFICER THE
POWERS TO DECIDE THE ISSUE OF BONDS, DEBENTURES
OR SIMILAR SEC URITIES NOT CONVERTIBLE INTO SHARES,
FOR THE AMOUNT AND ON THE DATES AGREED BY THE
GENERAL MEETING, RENDERING VOID THE PREVIOUS
DELEGATION WHERE IT WAS NOT EXECUTED
7. GRANT AUTHORITY FOR THE PUBLIC RECORDING AND Management For
THE EXECUTION OF THE ABOVE RESOLU TIONS, DOING
SUCH ACTS AS MAY BE NECESSARY BEFORE ITS INSCRIPTION
IN THE REGIS TRAR OF COMPANIES
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
12 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
CARREFOUR SA MIX Meeting Date: 04/11/2005
Issuer: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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 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, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
P ERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRES ENTED TO THE MEETING
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management
PAROMA BY CARREFOUR DATED 09 MA R 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL O F ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF AL L ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.0 5 AND APPROVE ALL THE
TERMS OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY E UR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710 ,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EU R 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, B EARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESE NT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAR OMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CA RREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREAS
E OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREA SED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESE RVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AU THORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH A LL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DI VIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management
AND RESOLVE TO APPROPRIA TE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,0
00.83 PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PRO FITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LA W
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management
AS DIRECTOR
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management
EXECUTIVE COMMITTEE AND A SUPERV ISORY BOARD
ACCORDINGLY, AMEND THE FOLLOWING ARTICLES OF
ASSOCIATION: ARTICLE 1: NATURE OF THE COMPANY,
AND REPLACE THE CURRENT ARTICLES FROM 14 TO 19
RELAT ING TO THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management
ASSOCIATION
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 Y EARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management
TO THE SUPERVISORY BOARD
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTO RY AUDITOR OF THE COMPANY AND
ITS NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management
THE COMPANY S SHARES ON THE STOC K MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MA XIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZ
E THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NE CESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES , THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAK E ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING TH E SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROV IDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEE D 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AN D REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management
THE DELEGATION OF AUTHORITY PRE VIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRAN SACTIONS, OPTIONS GIVING
THE RIGHT TO PURCHASE COMPANY S SHARES TO THE
PROFIT OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES
OR OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
20 APR 2005. 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
- -----------------------------------------------------------------------------------------------------------------------------
GETRONICS NV OGM Meeting Date: 04/11/2005
Issuer: N3537K130 ISIN: NL0000355923 BLOCKING
SEDOL: 5971413, 5971424
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
1. OPENING Non-Voting
2. APPROVE THE REPORT BY THE MANAGEMENT BOARD FOR Management
THE YEAR 2004
3. ADOPT THE ANNUAL ACCOUNTS FOR THE YEAR 2004 Management
4. GRANT DISCHARGE FROM LIABILITY TO MANAGEMENT BOARD Management
5. GRANT DISCHARGE FROM LIABILITY TO SUPERVISORY Management
BOARD
6. APPROVE THE DUTCH CORPORATE GOVERNANCE CODE Management
7. AMEND THE ARTICLES OF ASSOCIATION Management
8. APPROVE THE DIVIDEND RECONSIDERATION AGREEMENT Management
9. APPROVE THE EXTENSION CLAIM ISSUE Management
10. AMEND THE RECONSIDERATION DIVIDEND PERCENTAGE, Management
RESTRUCTURING CUM PREFERRED SHA RES
11. AMEND THE JUNCTION SHARES IN CAPITAL Management
12. APPROVE THE DIVIDEND PAYMENT Management
13.1 APPOINT MR. S. APPLETON TO THE MANAGEMENT BOARD Management
13.2 APPOINT MR. T.A.W.M. JANSSEN TO THE MANAGEMENT Management
BOARD
13.3 APPOINT MR. A.J. KLOMPE TO THE MANAGEMENT BOARD Management
13.4 APPOINT MR. H. SCHAIKE TO THE MANAGEMENT BOARD Management
14.a APPOINT MR. R. WESTERHOF AS A MEMBER OF THE SUPERVISORY Management
BOARD
14.b APPOINT MR. B.P.F. AL AS A MEMBER OF THE SUPERVISORY Management
BOARD
14.c APPOINT MR. H. BOSMA AS A MEMBER OF THE SUPERVISORY Management
BOARD
14.d APPOINT MR. D.J.H. GROEN AS A MEMBER OF THE SUPERVISORY Management
BOARD
14.e APPOINT MR. C.G.C. SPAN AS A MEMBER OF THE SUPERVISORY Management
BOARD
14.f APPOINT MR. P. VANDER WOUDE AS A MEMBER OF THE Management
SUPERVISORY BOARD
15. AUTHORIZE THE MANAGEMENT BOARD TO: A) ISSUE SHARES Management
TILL PROCEEDS CLAIM ISSUE; B) ISSUE/GRANT RIGHTS
TO TAKE SHARES; C) ISSUE CONVERTIBLE CUM PREFERENCE
SHAR ES; D) RIGHT TO CONVERT CUM PREFERENCE INTO
SHARES; AND E) RESTRICT OR EXCLUDE THE PRE-EMPTIVE
RIGHT
16. AUTHORIZE THE MANAGEMENT BOARD TO PURCHASE THE Management
COMPANY S OWN SHARES/CERTIFICAT ES
17. APPOINT THE EXTERNAL AUDITOR FOR 2005 Management
18. QUESTIONS Management
19. CLOSING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
LONZA GROUP AG, BASEL AGM Meeting Date: 04/11/2005
Issuer: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
- -----------------------------------------------------------------------------------------------------------------------------
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.
* PLEASE NOTE THAT THIS IS A SECOND REVISION DUE Non-Voting
TO CHANGE IN RECORD DATE. IF YO U HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT- OFF
DATE. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
LONZA GROUP AG, BASEL AGM Meeting Date: 04/11/2005
Issuer: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
- -----------------------------------------------------------------------------------------------------------------------------
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 Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 212655, 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
1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management
FOR 2004, AUDITORS REPO RT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management
4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management
DIRECTORS
- -----------------------------------------------------------------------------------------------------------------------------
LONZA GROUP AG, BASEL AGM Meeting Date: 04/11/2005
Issuer: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 222895 DUE TO ADDITIONAL R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. 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. THANK YOU.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 212655, 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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management
FOR 2004AND THE AUDITORS R EPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR 2004, THE AUDITORS REPORT A S THE GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management
THE AVAILABLE EARNINGS BROUGH T FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL
OF THE AGM IS CHF 876,785,274; THE PAYM ENT OF
A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE
CAPITAL ELIGIBLE FOR DIVI DEND OF CHF 47,379,425
IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD
IS CHF 815,192,021
4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management
MACH, SERGIO MARCHIONNE, R ICHARD SYKES, PETER
WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS
5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management
A MAXIMUM AMOUNT OF CHF 2,500,0 00 AND AMEND
THE ARTICLES OF ASSOCIATION AS SPECIFIED
6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF DIRECTORS Management
6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management
6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management
6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management
6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management
7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management
AUDITORS ALSO TO ACT AS TH E GROUP AUDITORS
, FOR THE FY 2005
- -----------------------------------------------------------------------------------------------------------------------------
HONG KONG EXCHANGES AND CLEARING LTD AGM Meeting Date: 04/12/2005
Issuer: Y3506N105 ISIN: HK0388009489
SEDOL: 4062493, 6267359
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS FOR Management For
THE YE 31 DEC 2004 TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND Management For
3.I ELECT DR. BILL C.P. KWOK AS THE DIRECTOR Management For
3.II ELECT MR. VINCENT K.H. LEE AS A DIRECTOR Management For
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS OF THE COMPANY, TO REPURCHASE Management For
SHARES OF THE COMPANY DU RING THE RELEVANT PERIOD,
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
ANY OT HER STOCK EXCHANGE ON WHICH THE SHARES
OF THE COMPANY HAVE BEEN OR MAY BE LIST ED AND
RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION
AND THE STOCK EXCHA NGE FOR THIS PURPOSE UNDER
THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH
PU RPOSES, SUBJECT TO AND IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND/OR REQUIREME NTS OF THE
RULES GOVERNING THE LISTING OF SECURITIES ON
THE STOCK EXCHANGE OR OF ANY STOCK EXCHANGE AS
AMENDED FROM TIME TO TIME, NOT EXCEEDING 10%
OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY OR THE EXPIRA TION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD
BY L AW
6. APPROVE THAT A REMUNERATION OF HKD 240,000 BE Management For
PAID TO EACH OF THE NON-EXECUTIV E DIRECTORS
OF HKEX AT THE CONCLUSION OF THE NEXT AGM OF
HKEX FOR THE PERIOD F ROM THE CONCLUSION OF THIS
MEETING TO THE CONCLUSION OF THE NEXT AGM OF
HKEX, PROVIDED THAT SUCH REMUNERATION BE PAID
IN PROPORTION TO THE PERIOD OF SERVICE IN THE
CASE IF A DIRECTOR WHO HAS NOT SERVED THE ENTIRE
PERIOD
7. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management For
8 AND THE APPROVAL OF THE SECURITIES AND FUTURES
COMMISSION TO THE PROPOSED AMENDMENTS TO THE
ARTICLES O F ASSOCIATION REFERRED TO THEREIN,
THE TERMS OF OFFICE OF THE FOLLOWING DIRECT ORS
BE FIXED AS FOLLOWS: A) THE TERMS OF OFFICE OF
MESSRS DANNIS J.H. LEE AND MR. DAVID M. WEBB
SHALL CONTINUE UNINTERRUPTED AND EXPIRE AT THE
CONCLUSION OF THE AGM OF THE COMPANY IN 2006;
B) THE TERMS OF OFFICE OF MESSRS JOHN E. STRI
CKLAND AND OSCAR S.H. WONG SHALL CONTINUE UNINTERRUPTED
AND EXPIRE AT THE CONC LUSION OF THE AGM OF THE
COMPANY TO IN 2007
S.8 AMEND, SUBJECT TO THE WRITTEN APPROVAL OF THE Management For
SECURITIES AND FUTURES COMMISSIO N PURSUANT TO
SECTION 67 OF THE SECURITIES AND FUTURES ORDINANCE
BY: A) ADDING SOME WORDS IN ARTICLE 2 OF THE
ARTICLES OF ASSOCIATION OF HKEX; B) DELETING
A RTICLE 63 OF THE ARTICLES OF ASSOCIATION OF
HKEX AND REPLACE IT WITH A NEW ART ICLE; C) DELETING
THE ARTICLE 90 OF THE ARTICLES OF ASSOCIATION
ENTIRELY AND R EPLACING WITH A NEW ONE; D) DELETING
ARTICLE 92 OF THE ARTICLES OF ASSOCIATION ENTIRELY
AND REPLACING IT WITH A NEW ARTICLE; E) DELETING
ARTICLE 93 OF THE A RTICLES OF ASSOCIATION OF
HKEX ENTIRELY AND REPLACING IT WITH A NEW ARTICLE;
F ) DELETING ARTICLE 99(1) OF THE ARTICLES OF
ASSOCIATION OF HKEX ENTIRELY AND R EPLACING IT
WITH A NEW ARTICLE
- -----------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV AGM Meeting Date: 04/12/2005
Issuer: N4297B146 ISIN: NL0000009082 BLOCKING
SEDOL: 5956078, 5983537
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting
BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE
CUT-OFF DATE AND ONE DAY FOLLOWING THE REGISTRATION
DATE. VO TE INSTRUCTIONS RECEIVED AFTER THE CUT-OFF
DATE ARE CONSIDERED LATE. LATE VOTE S ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTE S BEGINNING ON RECEIPT DATE OF VOTE
INSTRUCTIONS THROUGH THE DAY FOLLOWING REG ISTRATION
DATE. THANK YOU.
1. OPENING AND ANNOUNCEMENTS Non-Voting
2. REPORT BY THE BOARD OF MANAGEMENT FOR THE FINANCIAL Non-Voting
YEAR 2004
3.A PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS FOR Management
THE FINANCIAL YEAR 2004
3.B EXPLANATION OF THE DIVIDEND POLICY Non-Voting
3.C PROPOSAL TO ADOPT A DIVIDEND OVER THE FINANCIAL Management
YEAR 2004
4.A PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD Management
OF MANAGEMENT FROM LIABILITY
4.B PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Management
BOARD FROM LIABILITY
5.A REPORT ON CORPORATE GOVERNANCE Non-Voting
5.B PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION Management
6. PROPOSAL TO APPOINT THE AUDITOR Management
7.A DISCUSSION ON PROFILE OF THE SUPERVISORY BOARD Non-Voting
7.B OPPORTUNITY TO MAKE RECOMMENDATIONS FOR THE APPOINTMENT Non-Voting
OF TWO MEMBERS OF THE SUPERVISORY BOARD
7.C.1 APPOINTMENT OF MR. A.H.J. RISSEEUW AS A MEMBER Management
OF THE SUPERVISORY BOARD
7.C.2 APPOINTMENT OF MS. M.E. VAN LIER LELS AS A MEMBER Management
OF THE SUPERVISORY BOARD
7.D ANNOUNCEMENT CONCERNING VACANCIES ARISING AT Non-Voting
THE ANNUAL GENERAL MEETING OF SHA REHOLDERS IN
2006
7.E PROPOSAL TO AMEND THE REMUNERATION OF MEMBERS Management
OF THE SUPERVISORY BOARD
8.A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management
TO RESOLVE FOR THE COMPANY TO AC QUIRE ITS OWN
SHARES
8.B PROPOSAL TO EXTEND THE DESIGNATION OF THE BOARD Management
OF MANAGEMENT AS COMPETENT BOD Y TO ISSUE SHARES
8.C PROPOSAL TO EXTEND THE DESIGNATION OF THE BOARD Management
OF MANAGEMENT AS COMPETENT BOD Y TO RESTRICT
OR EXCLUDE PRE-EMPTIVE RIGHTS
8.D PROPOSAL TO REDUCE THE CAPITAL THROUGH CANCELLATION Management
OF OWN SHARES
9. ANY OTHER BUSINESS AND CLOSURE OF THE MEETING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
TELEVISION FRANCAISE 1 SA TF1 MIX Meeting Date: 04/12/2005
Issuer: F91255103 ISIN: FR0000054900 BLOCKING
SEDOL: 4881160, 5883864, 5997118, 5999017, 7166284
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* 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 REPRESE NTATIVE TO OBTAIN
THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS.
TH E FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL F ORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERE D INTERMEDIARIES,
ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERM EDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A T RADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOU NT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODI AN ADVISES ADP
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROC ESS, 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 CU STODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACT IONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS,
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2 004, IN THE FORM PRESENTED TO
THE MEETING; ACCORDINGLY, THE GENERAL MEETING
GI VES PERMANENT DISCHARGE TO THE DIRECTORS FOR
THE PERFORMANCE OF THEIR DUTIES D URING THE SAID
FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS INCL UDING GROUP
FINANCIAL. STATEMENT REPORT), THE CONSOLIDATED
FINANCIAL STATEMENT S FOR THE FYE 31 DEC 2004
O.3 RECEIVE, AFTER HEARING THE SPECIAL REPORT OF Management
THE AUDITORS ON AGREEMENTS GOVERN ED BY ARTICLE
L. 2525-38 OF THE FRENCH COMMERCIAL CODE, AND
THE SAID REPORT AN D THE AGREEMENTS REFERRED
TO THEREIN
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management
ON FINANCIAL STATEMENTS WHICH SHOW PROFITS DETAILED
AS FOLLOWS: DISTRIBUTABLE PROFITS: EUR 185,308,945
.65; PROFITS FOR THE FY: EUR 155,794,174.71;
PRIOR RETAINED EARNINGS: EUR 29,5 14,770.94;
APPROPRIATION AS FOLLOWS: GLOBAL DIVIDEND: EUR
139,138,823.85; CARR Y FORWARD ACCOUNT: EUR 46,170,121.80;
THE SHAREHOLDERS WILL RECEIVE A NET DIVI DEND
OF EUR 0.65 PER SHARE OF EUR 0.20 OF NOMINAL
VALUE, THIS DIVIDEND WILL BE PAID ON 02 MAY 2005
O.5 APPROVE AN AMOUNT OF EUR 25,000,894.42 CHARGED Management
TO THE SPECIAL RESERVE ACCOUNT WILL BE TRANSFERRED
TO THE ACCOUNT ENTITLED OTHER RESERVES, ON 31
DEC 2005, AT THE LATEST
O.6 RECEIVE THE SPECIAL REPORT OF THE BOARD OF DIRECTORS Management
ON STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE
AND SUBSCRIBE FOR SHARES FOR THE YEAR 2004, IN
THE FORM PRESENTED TO THE MEETING AND THE APPROVE
THE SAID REPORT
O.7 RECEIVE THE SPECIAL REPORTS OF THE CHAIRMAN OF Management
THE BOARD OF DIRECTORS AND THE SPECIAL REPORT
OF THE AUDITOR ON THE INTERNAL AUDIT PROCEDURES
IN ACCOUNTING A ND FINANCIAL MATTERS
O.8 RECEIVE THE BOARD OF DIRECTORS REPORT ON COMPANYS Management
SHARES PURCHASE, SALE, AND CANCELLATION DURING
FY 2004 AND APPROVE THE SAID REPORT
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICIA Management
BARBIZET AS A DIRECTOR FOR A PERIOD OF 2 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARTIN Management
BOUYGUES AS A DIRECTOR FOR A PERIOD OF 2 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CLAUDE Management
COHEN AS DIRECTOR FOR A PERI OD OF 2 YEARS
O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management
LE LAY AS A DIRECTOR FOR A PERIOD OF 2 YEARS
O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management
MONTAGNER AS A DIRECTOR FO R A PERIOD OF 2 YEARS
O.14 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ETIENNE Management
MOUGEOTTE AS A DIRECTOR FOR A PERIOD OF 2 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF MR. OLIVIER Management
POUPART LAFARGE AS A DIRECT OR FOR A PERIOD OF
2 YEARS
O.16 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HAIM Management
SABAN AS A DIRECTOR FOR A PERI OD OF 2 YEARS
O.17 APPOINT MR. OLIVIER BOUYGUES AS A DIRECTOR FOR Management
A PERIOD OF 2 YEARS
O.18 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SALUSTRO Management
REYDEL CABINET AS A STATUT ORY AUDITOR FOR A
PERIOD OF 6 FISCAL YEARS
O.19 APPOINT MR. MICHEL SAVIOZ AS DEPUTY AUDITOR FOR Management
A PERIOD OF 6 FISCAL YEARS
O.20 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANYS SHARES ON THE STOCK MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 55.00 MIN IMUM SALE PRICE: EUR 15.00 MAXIMUM
NUMBER OF SHARES THAT MAY BE ACQUIRED: 21,1 54,435.00,
THIS AUTHORIZATION IS GIVEN UP TO THE GENERAL
MEETING CALLED TO DEL IBERATE ON FINANCIAL STATEMENTS
OF 2005 FY; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE RESOLUTION 11 GIVEN B Y THE CGM OF 20
APR 2004, TO REDUCE THE SHARE CAPITAL BY CANCELING
THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE
TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS
DOES NOT EXCEED 10% OF T HE CAPITAL; AUTHORIZATION
EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE
ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES RELATING TO SHARE C APITAL REDUCTION
O.22 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, IN FR ANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 120,000,0 00.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIP
TION, COMPANY S ORDINARY SHARES AND SECURITIES
GIVING ACCESS TO SHARES IN THE COMPANY, THE NOMINAL
VALUE OF DEBT INSTRUMENTS ISSUED SHALL NOT EXCEED
EUR 1,2 00,000,000.00, AUTHORIZATION EXPIRES
AT THE END OF 26 MONTHS ; TO TAKE ALL NE CESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
e.23 AUTHORIZE THE BOARD OF DIRECTORS, IN ORDER TO Management
INCREASE THE SHARE CAPITAL IN 1 OR MORE TRANSACTIONS
AND AT ITS DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIO NAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR TH E RAISE OF THE PAR VALUE
OF THE EXISTING SHARES, AUTHORITY EPIRES AT
THE END OF 26 MONTHS ; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES
O.24 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management
IN 1OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 120,000,00 0.00, BY WAY OF ISSUING, WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL SUBSCRI
PTION RIGHTS, COMPANY S SHARES OR SECURITIES
GIVING ACCESS TO SHARES IN THE CO MPANY, THE
MAXIMAL NOMINAL VALUE OF DEBT INSTRUMENTS TO
BE ISSUED UNDER THIS D ELEGATION OF AUTHORITY
SHALL NOT EXCEED EUR 1,200,000,000.00; AUTHORITY
EXPIR ES AT THE END OF 26 MONTHS ; THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; TO TAKE ALL NECESSARY MEASURES
AND ACC OMPLISH ALL NECESSARY FORMALITIES
O.25 AUTHORIZE THE BOARD OF DIRECTORS, TO FIX THE Management
PRICE OF ISSUE BY WAY OF PUBLIC S AVING OFFER
BY WAY OF ISSUING WITHOUT THE PREFERENTIAL SUBSCRIPTION
RIGHTS, SH ARES OR SECURITIES TO BE ISSUED GIVING
ACCESS TO THE SHARE CAPITAL PROVIDED TH AT IT
DOES NOT EXCEED 10% OF THE SHARE CAPITAL, AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FOR MALITIES
O.26 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management
IN 1OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF 10% OF THE SHA RE CAPITAL, BY WAY OF ISSUING
COMPANY ORDINARY SHARES OR SECURITIES GIVING
ACC ESS TO THE SHARE CAPITAL AND IN ORDER TO
REMUNERATE CONTRIBUTIONS IN KIND, AU THORITY
EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES A ND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.27 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, THE S HARE CAPITAL
WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN ORDER T O REMUNERATE ISSUES IN THE
EVENT OF A COMPANY S PUBLIC EXCHANGE OFFER;
AUTHOR ITY EXPIRES AT THE END OF 26 MONTHS AND
SUPERSEDES ANY AND ALL EARLIER DELEGA TIONS TO
THE SAME EFFECT; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NE CESSARY FORMALITIES
E.28 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management
NUMBER OF SHARES TO BE ISSUED. W ITH OR WITHOUT
THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS,
IN THE EVENT OF A CAPITAL INCREASE, IT BEING
PROVIDED THAT IT DOES NOT EXCEED 15% OF THE I
NITIAL ISSUE; AUTHORITY EXPIRES AT THE END OF
26 MONTHS
O.29 AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUE, IN Management
1OR MORE TRANSACTIONS, IN FRANC E OR ABROAD,
SECURITIES GIVING RIGHTS TO THE ALLOCATION OF
ALL SECURITIES WITH A RIGHT TO THE ALLOCATION
OF DEBT INSTRUMENTS, FOR A MAXIMUM NOMINAL AMOUNT
O F EUR 1,200,000,000.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS , TO TAKE A LL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.30 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL IN 1OR MORE TRA NSACTION, AT
ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
AND ITS SUBSIDIARIE S EMPLOYEES AND OFFICERS
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORIT
Y EXPIRES AT THE END OF 26 MONTHS AND FOR ALL
AMOUNT, WHICH SHALL NOT EXCEED 10 % OF THE SHARE
CAPITAL; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL N ECESSARY FORMALITIES, THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
E.31 AUTHORIZE THE BOARD OF DIRECTORS, TO ALLOCATE Management
IN 1OR MORE TRANSACTIONS, COMPAN Y S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBS IDIARIES EMPLOYEES AND
OFFICERS, IT BEING PROVIDED THAT THE TOTAL NUMBER
OF S HARES SHALL NOT EXCEED 10% OF THE REGISTERED
CAPITAL; AUTHORITY EXPIRES AT TH E END OF 38
MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSA RY FORMALITIES
E.32 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management
1 OR MORE TRANSACTIONS, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
OPTIONS GI VING THE RIGHT EITHER TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING
SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED
THAT THE NUMBER OF SHARES SHALL NOT EXCEED THE
LEGAL LIMITS, AUTHORITY EXPIRES AT THE END OF
26 MONTHS ; TO TAKE ALL NECESSA RY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.33 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRE SCRIBED BY LAW.
- -----------------------------------------------------------------------------------------------------------------------------
AXA ASIA PACIFIC HOLDINGS LTD AGM Meeting Date: 04/13/2005
Issuer: Q12354108 ISIN: AU000000AXA5
SEDOL: 6617794, B05PH08
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL REPOT, DIRECTORS REPORT Non-Voting Non-Vote Proposal
AND AUDITOR S REPORT FOR THE YE 31 DEC 2004
2.1 RE-ELECT MR. P. A. COOPER AS A DIRECTOR, WHO Management Against
RETIRES BY ROTATION
2.2 RE-ELECT MR. M. BUTLER AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
* AXA APH WILL DISREGARD ANY VOTE CAST ON THIS Non-Voting Non-Vote Proposal
RESOLUTION BY A.L.OWEN OR ANY OF HIS ASSOCIATES.
HOWEVER AXA APH NEED NOT DISREGARD A VOTE IF
IT IS CAST BY A L OWEN AS PROXY FOR A PERSON
WHO IS ENTITLED TO VOTE IN ACCORDANCE WITH THE
DI RECTIONS ON THE PROXY FORM. THANK YOU
3. APPROVE THE PARTICIPATION OF MR. A.L. OWEN GROUP Management Against
CHIEF EXECUTIVE IN THE ACQU ISITION OF RIGHTS
TO ACQUIRE UP TO 1,000,000 ALLOCATION RIGHTS
AND UP TO 1,000 ,000 ORDINARY SHARES IN AXA APH
ON THE EXERCISE OF THOSE RIGHTS AND THE ACQUIS
ITION OF UP TO 80,000 ORDINARY SHARES IN AXA
APH ON THE EXERCISE OF THOSE RIGH TS, SUCH PARTICIPATION
TO BE IN ACCORDANCE WITH THE TERMS OF THE EXECUTIVE
PER FORMANCE SHARE PLAN PERFORMANCE PLAN
- -----------------------------------------------------------------------------------------------------------------------------
BANCA INTESA SPA, MILANO OGM Meeting Date: 04/13/2005
Issuer: T17074104 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM THERE WILL BE A SEC OND CALL ON
14 APR 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 BALANCE SHEET REPORTS AS OF 31 DEC Management
2004, THE BOARD OF DIRECTORS RE PORTS ON MANAGEMENT
ACTIVITY AND INTERNAL AUDITORS REPORTS, BALANCE
SHEET REP ORTS AS OF 31 DEC 2004 OF INTESA SISTEMI
ESERVIZI SPA, MERGED IN BANCA INTESA STARTING
FROM 01 JAN 2005
2. APPOINT THE DIRECTORS Management
3. APPOINT THE INTERNAL AUDITORS AND THE CHAIRMAN Management
FOR FYS 2005/2007 TO STATE THEI R EMOLUMENTS
- -----------------------------------------------------------------------------------------------------------------------------
BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005
Issuer: B10414116 ISIN: BE0003810273 BLOCKING
SEDOL: B00D9P6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting
* 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. APPROVE TO RENEW FOR A PERIOD OF 18 MONTHS AS Management
FROM 14 APR 2005, THE DELEGATION OF AUTHORITY
TO THE BOARD OF DIRECTORS TO ACQUIRE THE MAXIMUM
NUMBER OF SHARE S AUTHORIZE BY LAW AT A PRICE
THAT MAY NEITHER EXCEED 5% OF THE HIGHEST CLOSIN
G PRICE OF THE 30 TRADING DAYS PRECEDING THE
TRANSACTION; AUTHORITY EXPIRES O N 25 SEP 2005
; AND GRANT A NEW DELEGATING AT THIS MEETING
TO AVOID HAVING TO CALL A SHAREHOLDERS MEETING
SPECIFICALLY FOR THIS POINT; AND AMEND ARTICLE
13 , PARAGRAPH 2 OF THE ARTICLES OF ASSOCIATION
2. AMEND THE ARTICLES OF ASSOCIATION BY INSERTION Management
OF ARTICLE 39A AS SPECIFIED
3. APPROVE TO CONFER FULL POWERS ON THE GENERAL Management
SECRETARY, WITH SUBROGATION RIGHT S, TO COORDINATE
THE ARTICLES OF ASSOCIATION, IN VIEW OF HE FOREGOING
RESOLUTI ON
- -----------------------------------------------------------------------------------------------------------------------------
BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005
Issuer: B10414116 ISIN: BE0003810273 BLOCKING
SEDOL: B00D9P6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORTS OF THE DIRECTORS Non-Voting
2. RECEIVE THE AUDITORS REPORTS Non-Voting
3. RECEIVE THE COMMISSION S INFORMATION Non-Voting
4. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS Non-Voting
5. APPROVE THE ANNUAL CONSOLIDATED ACCOUNTS Management
6. GRANT DISCHARGE TO THE ADMINISTRATORS Management
7. GRANT DISCHARGE TO THE AUDITORS Management
8. RE-APPOINT THE ADMINISTRATOR Management
9. APPROVE THE INDEMNITY OF M. THEO DILISSEN Management
10. MISCELLANEOUS Other
11. AUTHORIZE THE ADMINISTRATORS TO BUY BACK SHARES Management
12. APPROVE THE POSSIBILITY TO VOTE BY MAIL Management
13. APPROVE THE POWERS RELATED TO RESOLUTIONS 11 Management
AND 12
* 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.
* 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 THIS IS A MIX MEETING. THANK Non-Voting
YOU.
- -----------------------------------------------------------------------------------------------------------------------------
BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005
Issuer: B10414116 ISIN: BE0003810273 BLOCKING
SEDOL: B00D9P6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 223420, DUE TO CHANGE IN T HE NUMBER OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. 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.
* 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. RECEIVE THE BOARD OF DIRECTORS ANNUAL REPORTS Non-Voting
RELATING TO THE ANNUAL FINANCIA L STATEMENTS
AND THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
AS AT 31 DEC 200 4
2. RECEIVE THE BOARD OF AUDITORS REPORTS RELATING Non-Voting
TO THE ANNUAL FINANCIAL STATEM ENTS AND THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS AS AT 31 DEC 2004
3. APPROVE THE INFORMATION PROVIDED BY THE JOINT Non-Voting
COMMITTEE
4. APPROVE THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS Non-Voting
AS AT 31 DEC 2004
5. APPROVE THE ANNUAL FINANCIAL STATEMENTS RELATING Management
TO THE FYE 31 DEC 2004, INCLU DING THE FOLLOWING
APPROPRIATIONS OF PROFITS: PROFIT FOR THE YEAR
531,692,827. 37; RETAINED EARNINGS FROM THE PREVIOUS
YEAR 195,735,722.67; PROFIT TO BE ALLO CATED
727,428,550.04; OTHER BENEFICIARIES EMPLOYEES
27,428,550.04; GROSS DIV IDEND FOR SHARES 700,000,000;
A GROSS DIVIDEND OF EUR 1.93 PER SHARE, ENTITLIN
G BENEFICIARIES TO A NET DIVIDEND OF EUR 1.4
PER SHARE AFTER WITHHOLDING TAX
6. GRANT DISCHARGE TO MEMBERS OF THE BOARD OF DIRECTORS Management
FOR THEIR MANAGEMENT DURI NG THE FYE 31 DEC 2004
7. GRANT DISCHARGE TO MEMBERS OF THE BOARD OF AUDITORS Management
FOR THEIR DUTIES DURING TH E FYE 31 DEC 2004
8.1 APPROVE TO FIX THE ALLOWANCES FOR MR. SHAFFER Management
S TERM AS FOLLOWS, UPON THE RECO MMENDATIONS
OF THE APPOINTMENTS AND COMPENSATION COMMITTEE:
AN ANNUAL FIXED AL LOWANCE OF EUR 25,000; DIRECTOR
S FEES OF EUR 5,000 PER BOARD MEETING ATTENDED
; DIRECTOR S FEES OF EUR 2,500 PER BOARD OF DIRECTORS
CONSULTATIVE COMMITTEE A TTENDED; A LUMP SUM
ALLOWANCE OF EUR 2,000 PER YEAR AS A REFUND OF
COMMUNICATI ON EXPENSES
8.2 APPROVE TO SET THE ALLOWANCES FOR MR. DILISSEN Management
S TERM AS FOLLOWS, UPON THE REC OMMENDATIONS
OF THE APPOINTMENTS AND COMPENSATION COMMITTEE:
AN ANNUAL FIXED A LLOWANCE OF EUR 50,000; DIRECTOR
S FEES OF EUR 10,000 PER BOARD MEETING ATTEND
ED; DIRECTOR S FEES OF EUR 5,000 PER BOARD OF
DIRECTORS CONSULTATIVE COMMITTEE ATTENDED AS
CHAIRMAN; A LUMP SUM ALLOWANCE OF EUR 4,000 PER
YEAR AS A REFUND OF COMMUNICATION EXPENSES; MR.
DILISSEN IS ALSO AUTHORISED TO USE A CAR WITH
A CHAUFFEUR FOR PROFESSIONAL PURPOSES ONLY
- -----------------------------------------------------------------------------------------------------------------------------
BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005
Issuer: B10414116 ISIN: BE0003810273 BLOCKING
SEDOL: B00D9P6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
225296 DUE TO ADDITIONAL RES OLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. RECEIVE THE BOARD OF DIRECTORS ANNUAL REPORTS Management
RELATING TO THE ANNUAL FINANCIA L STATEMENTS
AND THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
AS AT 31 DEC 200 4
2. RECEIVE THE BOARD OF AUDITORS REPORTS RELATING Management
TO THE ANNUAL FINANCIAL STATEM ENTS AND THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS AS AT 31 DEC 2004
3. APPROVE THE INFORMATION PROVIDED BY THE JOINT Management
COMMITTEE
4. APPROVE THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS Management
AS AT 31 DEC 2004
5. APPROVE THE ANNUAL FINANCIAL STATEMENTS RELATING Management
TO THE FYE 31 DEC 2004, INCLU DING THE FOLLOWING
APPROPRIATIONS OF PROFITS: PROFIT FOR THE YEAR
531,692,827. 37; RETAINED EARNINGS FROM THE PREVIOUS
YEAR 195,735,722.67; PROFIT TO BE ALLO CATED
727,428,550.04; OTHER BENEFICIARIES EMPLOYEES
27,428,550.04; GROSS DIV IDEND FOR SHARES 700,000,000;
A GROSS DIVIDEND OF EUR 1.93 PER SHARE, ENTITLIN
G BENEFICIARIES TO A NET DIVIDEND OF EUR 1.4
PER SHARE AFTER WITHHOLDING TAX
6. GRANT DISCHARGE TO MEMBERS OF THE BOARD OF DIRECTORS Management
7. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
8.1 APPROVE TO FIX THE ALLOWANCES FOR MR. SHAFFER Management
S TERM AS FOLLOWS, UPON THE RECO MMENDATIONS
OF THE APPOINTMENTS AND COMPENSATION COMMITTEE:
AN ANNUAL FIXED AL LOWANCE OF EUR 25,000; DIRECTOR
S FEES OF EUR 5,000 PER BOARD MEETING ATTENDED
; DIRECTOR S FEES OF EUR 2,500 PER BOARD OF DIRECTORS
CONSULTATIVE COMMITTEE A TTENDED; A LUMP SUM
ALLOWANCE OF EUR 2,000 PER YEAR AS A REFUND OF
COMMUNICATI ON EXPENSES
8.2 APPROVE TO SET THE ALLOWANCES FOR MR. DILISSEN Management
S TERM AS FOLLOWS, UPON THE REC OMMENDATIONS
OF THE APPOINTMENTS AND COMPENSATION COMMITTEE:
AN ANNUAL FIXED A LLOWANCE OF EUR 50,000; DIRECTOR
S FEES OF EUR 10,000 PER BOARD MEETING ATTEND
ED; DIRECTOR S FEES OF EUR 5,000 PER BOARD OF
DIRECTORS CONSULTATIVE COMMITTEE ATTENDED AS
CHAIRMAN; A LUMP SUM ALLOWANCE OF EUR 4,000 PER
YEAR AS A REFUND OF COMMUNICATION EXPENSES; MR.
DILISSEN IS ALSO AUTHORISED TO USE A CAR WITH
A CHAUFFEUR FOR PROFESSIONAL PURPOSES ONLY
9. ANY OTHER BUSINESS Other
* 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.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
CARNIVAL PLC AGM Meeting Date: 04/13/2005
Issuer: G19081101 ISIN: GB0031215220
SEDOL: 3121522, 7582880
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MR. MICKY ARISON AS A DIRECTOR OF THE Management For
CARNIVAL CORPORATION AND THE CA RNIVAL PLC
2. RE-ELECT MR. AMBASSADOR RICHARD G. CAPEN JR. Management For
AS A DIRECTOR OF THE CARNIVAL COR PORATION AND
THE CARNIVAL PLC
3. RE-ELECT MR. ROBERT H. DICKINSON AS A DIRECTOR Management For
OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
4. RE-ELECT MR. ARNOLD W. DONALD AS A DIRECTOR OF Management For
THE CARNIVAL CORPORATION AND TH E CARNIVAL PLC
5. RE-ELECT MR. PIER LUIGI FOSCHI AS A DIRECTOR Management For
OF THE CARNIVAL CORPORATION AND T HE CARNIVAL
PLC
6. RE-ELECT MR. HOWARD S. FRANK AS A DIRECTOR OF Management For
THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
7. RE-ELECT MR. RICHARD J. GLASIER AS A DIRECTOR Management For
OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
8. RE-ELECT MR. BARONESS HOGG AS A DIRECTOR OF THE Management For
CARNIVAL CORPORATION AND THE C ARNIVAL PLC
9. RE-ELECT MR. A. KIRK LANTERMAN AS A DIRECTOR Management For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC
10. RE-ELECT MR. MODESTO A. MAIDIQUE AS A DIRECTOR Management For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC
11. RE-ELECT MR. JOHN P. MCNULTY AS A DIRECTOR OF Management For
CARNIVAL CORPORATION AND AS A DI RECTOR OF CARNIVAL
PLC
12. RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF CARNIVAL Management For
CORPORATION AND AS A DIRECT OR OF CARNIVAL PLC
13. RE-ELECT MR. PETER G. RATCLIFFE AS A DIRECTOR Management For
OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC
14. RE-ELECT MR. STUART SUBOTNICK AS A DIRECTOR OF Management For
THE CARNIVAL CORPORATION AND TH E CARNIVAL PLC
15. RE-ELECT MR. UZI ZUCKER AS A DIRECTOR OF THE Management For
CARNIVAL CORPORATION AND THE CARN IVAL PLC
16. AMEND CARNIVAL CORPORATION 2001 OUTSIDE DIRECTOR Management For
STOCK PLAN
17. APPROVE THE CARNIVAL CORPORATION 2005 EMPLOYEE Management For
SHARE PLAN
18. APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For
PURCHASE PLAN
19. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY
20. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For
THE AUDITORS
21. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For
REPORTS
22. APPROVE THE REMUNERATION REPORT Management For
23. GRANT AUTHORITY TO ISSUE OF EQUITY OR EQUITY-LINKED Management For
SECURITIES WITH PRE-EMPTIV E RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF USD 22,715,147
24. GRANT AUTHORITY TO ISSUE OF EQUITY OR EQUITY-LINKED Management For
SECURITIES WITHOUT PRE-EMP TIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF USD 17,614,229
25. AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASE Management For
OF ORDINARY SHARES OF USD 10,610 ,900 IN THE
CAPITAL OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
UMICORE SA, BRUXELLES AGM Meeting Date: 04/13/2005
Issuer: B95505119 ISIN: BE0003626372 BLOCKING
SEDOL: 4005001, 5821347, B02PR56
- -----------------------------------------------------------------------------------------------------------------------------
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. APPROVE THE DIRECTORS REPORT FOR THE 2004 FY Non-Voting
2. APPROVE THE AUDITOR S REPORT FOR THE 2004 FY Non-Voting
3.1 APPROVE THE ANNUAL ACCOUNTS AS AT 31 DEC 2004 Management
SHOWING A PROFIT FOR THE FY IN T HE AMOUNT OF
EUR 94,960,250.44
3.2 APPROVE THE APPROPRIATION OF THE RESULT - INCLUDING Management
THE DIVIDEND
4.1 GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS IN RESPECT OF THEIR M ANDATES IN 2004
4.2 GRANT DISCHARGE TO THE AUDITOR IN RESPECT OF Management
HIS AUDITING ASSIGNMENT IN 2004
5.1 APPROVE TO CONFIRM DR. UWE-ERNST BUFE AS A DIRECTOR Management
5.2 APPROVE THE EXPIRING OF MANDATES WITH RE-ELECTION Management
OF MESSRS. UWE-ERNST BUFE, A MOUD DE PRET AND
JONATHAN OPPENHEIMER
5.3 ELECT MR. GUY PAQUOT AS A DIRECTOR Management
5.4 APPROVE THE EXPIRING OF MANDATES WITHOUT RE-ELECTION: Management
MESSRS. ETIENNE DAVIGNON , PHILIPPE DELAUNOIS,
ETIENNE DENIS AND ROBERT F.W. VAN OORDT
5.5 APPROVE THE BOARD S REMUNERATION FOR THE 2005 Management
FY, I.E. EUR 300,000
6.1 RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITOR Management
REPRESENTED BY MR. RAF VANDER STICHELE
6.2 APPROVE HIS ANNUAL REMUNERATION FOR AN AMOUNT Management
OF EUR 345,000
7. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting
TO THE GENERAL MEETING OF SHAREHO LDERS, AS REQUIRED
IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES
L.225-177 TO L.225-186 OF THE FRENCH COMMERCIAL
CODE ARTICLE 163B IS I OF THE CGI , WITH R ESPECT
TO THE OPTION ON UMICORE STOCK GRANTED IN 2004
TO THE STAFF OF UMICORE S FRENCH SUBSIDIARIES,
UNDER PREFERENTIAL CONDITIONS WITH REGARD TO
TAX AND SO CIAL SECURITY CONTRIBUTIONS
8. APPROVE THE UMICORE AND THE BELGIAN CODE ON CORPORATE Non-Voting
GOVERNANCE
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
UMICORE SA, BRUXELLES EGM Meeting Date: 04/13/2005
Issuer: B95505119 ISIN: BE0003626372 BLOCKING
SEDOL: 4005001, 5821347, B02PR56
- -----------------------------------------------------------------------------------------------------------------------------
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 ORD ER FOR ADP TO LODGE YOUR VOTE.
1.1 RECEIVE AND APPROVE: THE PROPOSAL FOR A TRANSACTION Non-Voting
EQUATED TO A DEMERGER; THE REPORT PREPARED BY
THE BOARD OF DIRECTORS OF UMICORE WITH RESPECT
TO THE PART IAL DEMERGER, IN ACCORDANCE WITH
ARTICLE 677 JUNCTO 745 CC; THE REPORT PREPARE
D BY PRICEWATERHOUSECOOPERS BEDRIJFSREVISOREN
/ REVISEURSDA ENTERPRISES, REPRE SENTED BY MR.
ROBERT PEIRCE AND MR. LUC DISCRY, STATUTORY AUDITOR
OF UMICORE, WITH RESPECT TO THE PROPOSAL FOR
THE PARTIAL DEMERGER, IN ACCORDANCE WITH ARTI
CLE 677 JUNCTO 746 CC; REPORTS AND DOCUMENTS
WITH RESPECT TO THE LIMITED LIABI LITY COMPANY
TO BE INCORPORATED CUMERIO HEREINAFTER CUMERIO
; DRAFT ARTICLES OF ASSOCIATION OF CUMERIO; REPORT
OF THE BOARD OF DIRECTORS OF UMICORE
1.2 APPROVE THE BOARD OF DIRECTORS OF UMICORE OF Non-Voting
POSSIBLE SIGNIFICANT CHANGES IN T HE ASSETS AND
LIABILITIES OF UMICORE SINCE THE DATE OF THE
PROPOSAL FOR THE PA RTIAL DEMERGER IN ACCORDANCE
WITH ARTICLE 677 JUNCTO 747 CC
1.3 APPROVE: I) THE PARTIAL DEMERGER AS IT IS RESOLVES Management
PARTIALLY DEMERGER UMICORE BY THE INCORPORATION
OF CUMERIO; II) THAT THE CUMERIO, IN EXCHANGE
FOR THE TRA NSFER OF THE ASSETS AND LIABILITIES,
SHALL ISSUE IN ACCORDANCE WITH A ONE TO O NE
DISTRIBUTION RATIO AS FOLLOWS: A NUMBER OF SHARES
EQUAL TO THE NUMBER OF UM ICORE SHARES OUTSTANDING
ON 15 FEB 2005 25,527,200 , INCREASED BY THE
NUMBER OF UMICORE SHARES ISSUED BETWEEN 15 FEB
2005 AND THE DATE OF THE EGM OF UMICOR E APPROVING
THE PARTIAL DEMERGER AS A RESULT OF THE EXERCISE
OF SUBSCRIPTION R IGHTS GRANTED UNDER THE EXISTING
UMICORE STOCK OPTION PLANS; HOLDERS OF UMICOR
E REGISTERED SHARES WILL AUTOMATICALLY BE REGISTERED
AS HOLDERS OF CUMERIO REG ISTERED SHARES IN THE
SHARE REGISTER OF CUMERIO IN ACCORDANCE WITH
THE ABOVE-M ENTIONED RATIO; BEARER SHARES NOT
HELD IN SECURITIES ACCOUNT; VVPR STRIPS WILL
BE REPRESENTED BY ONE GLOBAL CERTIFICATE AND
WILL BE AVAILABLE IN A SECURITIE S ACCOUNT AT
A FINANCIAL INSTITUTION OF THE SHAREHOLDER S
CHOICE; III) RESOLVE S THAT ALL TRANSACTIONS
PERFORMED BY UMICORE WITH RESPECT TO ITS COPPER
BRANCH OF ACTIVITY TRANSFERRED, SINCE 1 JAN 2005
UNTIL THE DATE OF THE PARTIAL DEMER GER, ARE
DEEMED TO HAVE BEEN PERFORMED FOR THE ACCOUNT
OF CUMERIO; IV) THAT TH E NEWLY ISSUED SHARES
IN CUMERIO PARTICIPATE IN THE RESULTS OF CUMERIO
AND ARE ENTITLED TO RECEIVE DIVIDENDS AS OF THE
DATE ON WHICH THE PARTIAL DEMERGER CO MES INTO
EFFECT FROM A TAX AND ACCOUNTING POINT AS OF
1 JAN 2005
1.4 APPROVE THE TRANSFER TO CUMERIO, BY WAY OF A Management
UNIVERSAL TRANSFER, THE FOLLOWING ASSETS AND
LIABILITIES RELATING TO UMICORE S COPPER BRANCH
OF ACTIVITY AS SET OUT IN THE PROPOSAL FOR THE
PARTIAL DEMERGER AND THE BOARD OF DIRECTORS
REPO RT
1.5 APPROVE: I) INCORPORATION OF CUMERIO BY MEANS Management
OF A TRANSFER OF THE ASSETS AND LIABILITIES RELATING
TO UMICORE S COPPER BRANCH OF ACTIVITY AS SPECIFIED;
II) DETERMINE THE CAPITAL OF CUMERIO AT EUR 181,134,461.25;
III) THE INCORPORATION DEED AND ARTICLES OF ASSOCIATION
OF CUMERIO IN ACCORDANCE WITH THE DRAFT MADE
AVAILABLE AND THE MAIN PROVISIONS OF AS SPECIFIED,
AND STATED THAT THE BOARD OF DIRECTORS OF CUMERIO
IS AUTHORIZED: TO INCREASE THE SHARE CAPITAL
ON ONE OR SEVERAL OCCASIONS BY A MAXIMUM AMOUNT
OF EUR 18,000,000.00, IN ACCORDANCE WIT H THE
STIPULATIONS AS SPECIFIED IN ACCORDANCE WITH
ARTICLE 604 CC AND IN THE P ROVISION OF THE ARTICLES
OF ASSOCIATION; DURING A PERIOD OF 18 MONTHS;
IV) APP OINT MR. KAREL VINCK, LUC DELAGAYE, MR.
MICHEL MOSER AND MR. REMI VERMEIREN AS DIRECTORS
UNTIL THE 2008 OGM; APPOINT MR. ETIENNE DAVIGNON,
MR. PHILIPPE DELA UNOIS AND MR. ETIENNE DENIS
AS A DIRECTORS UNTIL THE 2007 OGM; THE AGGREGATE
R EMUNERATION OF THE MEMBERS OF THE BOARD OF
DIRECTORS OF CUMERIO FOR 2005 IS FI XED AT EUR
150,000.00; V) DETERMINES THAT CUMERIO SHALL
START TO FUNCTION AS S OON AS THE PARTIAL DEMERGER
HAS TAKEN PLACE; VI) FIRST FINANCIAL YEAR OF
CUMER IO BEGINS ON1 JAN 2005 AND SHALL BE CLOSED
ON 31 DEC 2005 AND THAT THE FIRST O GM OF CUMERIO
SHALL BE HELD IN APR OF 2006; VII) THE BOARD
OF DIRECTORS OF CUM ERIO IS GIVEN THE POWER TO
FULFILL ALL FORMALITIES WITH RESPECT TO THE REALIZA
TION OF THIS PARTIAL DEMERGER, AND ESPECIALLY
THE ALLOCATION OF THE SHARES AND VVPR STRIPS
ISSUED BY CUMERIO
1.6 APPROVE: THAT THE PARTIAL DEMERGER HAS BEEN Management
REALIZED; IN ACCORDANCE WITH THE ONE TO ONE DISTRIBUTION
RATIO MENTIONED IN THE PROPOSAL FOR PATIAL DEMERGER
AN D THE BOARD OF DIRECTORS REPORT, THE SHAREHOLDERS
OF UMICORE HAVE BECOME SHAR EHOLDERS OF CUMERIO
AND THE HOLDERS OF UMICORE VVPR STRIPS HAVE BECOME
HOLDERS OF CUMERIO VVPR STRIPS; THE ASSETS AND
LIABILITIES OF UMICORE AS SPECIFIED AB OVE HAVE
BEEN AUTOMATICALLY TRANSFERRED TO CUMERIO; THE
SHARE CAPITAL OF CUMER IO AMOUNTS TO THE FINAL
CUMERIO CAPITAL AMOUNT AND IS FULLY PAID UP
1.7 ADOPT ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management
TO THE ADOPTED RESOLUTIONS INCL UDING THE CAPITAL
DECREASE PURSUANT TO THE TRANSFER OF THE ASSETS
AND LIABILIT IES RELATING TO UMICORE S COPPER
BRANCH OF ACTIVITY TO CUMERIO AS SPECIFIED
2.1 APPROVE TO INCORPORATE THE ENTIRE AMOUNT OF THE Management
ISSUE PREMIUM, AS SPECIFIED IN UMICORE S BALANCE
SHEET AFTER THE PARTIAL DEMERGER AS ATTACHED
TO THE MINUTES HEREINAFTER THE FINAL UMICORE
ISSUE PREMIUM AMOUNT , INTO THE CAPITAL OF UMI
CORE AND TO INCREASE THE CAPITAL OF UMICORE FROM
THE FINAL UMICORE CAPITAL AMO UNT TO AN AMOUNT
EQUAL TO THE FINAL UMICORE CAPITAL AMOUNT
2.2 AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management
3.1 AMEND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management
WITH NEW WORDS
3.2 AMEND ARTICLE 11 OF THE ARTICLES OF ASSOCIATION Management
BY INSERTING A NEW WORDS
3.3 AMEND ARTICLE 16 OF THE ARTICLES OF ASSOCIATION Management
BY REPLACING IT WITH NEW WORDS
3.4 APPROVE TO DELETE AND REPLACE ARTICLE 17 OF ARTICLES Management
OF ASSOCIATION BY NEW WOR DS
4. AUTHORIZE THE COMPANY TO ACQUIRE ON THE STOCK Management
MARKET UNTIL THE 2006 OGM A NUMB ER OF THE COMPANY
S OWN SHARES CORRESPONDING TO A MAXIMUM OF 10%
OF THE SUBSCR IBED CAPITAL, AT THE UNIT PRICE
COMPRISED BETWEEN A MINIMUM EQUAL TO THE LOWES
T CLOSING STOCK MARKET PRICE FOR THE LAST TWENTY
TRADING SESSIONS PRECEDING TH E DATE OF ACQUISITION
LESS 10% AND A MAXIMUM PRICE PER SHARE OF EUR
110.00; AU THORIZATION GIVEN TO THE COMPANY S
SUBSIDIARIES TO ACQUIRE ON THE STOCK MARKET ,
OR IN ANY WAY WHATSOEVER, SHARES IN THE COMPANY
IN ACCORDANCE WITH THE CONDI TIONS OF THE AUTHORIZATION
GRANTED TO THE COMPANY
5. AUTHORIZE MR. DAMIEN HISETTE, TO REGISTER CUMERIO Management
WITH THE CROSSROADS BANK OF ENTERPRISES AND IN
GENERAL TO FULFILL ALL NECESSARY FORMALITIES
- -----------------------------------------------------------------------------------------------------------------------------
BP PLC AGM Meeting Date: 04/14/2005
Issuer: G12793181 ISIN: GB0007980591
SEDOL: 0798059, 5789401, 5790265, 6167493, 7110786
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 4 IN THE NOTE S SECTION OF
THE PROXY STATEMENT)
2. TO RE-ELECT THE LORD BROWNE OF MADINGLEY AS A Management For
DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
3. TO RE-ELECT MR J H BRYAN AS A DIRECTOR (SEE BIOGRAPHY Management For
ON PAGES 4-5 IN THE NOTE S SECTION OF THE PROXY
STATEMENT)
4. TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 5 IN THE NOTE S SECTION OF
THE PROXY STATEMENT)
5. TO RE-ELECT MR. I.C. CONN AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
6. TO RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For
(SEE BIOGRAPHY ON PAGES 5-6 IN T HE NOTES SECTION
OF THE PROXY STATEMENT)
7. TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
8. TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
9. TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
10. TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 7 IN THE NOTE S SECTION OF
THE PROXY STATEMENT)
11. TO ELECT SIR TOM MCKILLOP AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
12. TO RE-ELECT MR. J.A. MANZONI AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 7 IN THE NOT ES SECTION OF
THE PROXY STATEMENT)
13. TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 7 IN THE NOTE S SECTION OF
THE PROXY STATEMENT)
14. TO RE-ELECT MR. H.M.P. MILES AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 8 IN THE NOT ES SECTION OF
THE PROXY STATEMENT)
15. TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 8 IN THE NOTE S SECTION OF
THE PROXY STATEMENT)
16. TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR (SEE Management For
BIOGRAPHY ON PAGE 9 IN THE NOTE S SECTION OF
THE PROXY STATEMENT)
17. TO RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For
(SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
18. TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS UNTIL Management For
THE CONCLUSION OF THE NEXT GE NERAL MEETING BEFORE
WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE THE
DIRECTORS T O SET THE AUDITORS REMUNERATION
FOR 2005 (SEE NOTE ON PAGE 10 IN THE NOTES SE
CTION OF THE PROXY STATEMENT)
19. TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For
THE ANNUAL GENERA MEETING IN 20 06 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERR ED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT EQUAL TO THE SECT ION 80 AMOUNT
OF GBP 1,770 MILLION (SEE NOTE ON PAGE 10 IN
THE NOTES SECTION O F THE PROXY STATEMENT)
S.20 TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For
THE ANNUAL GENERAL MEETING IN 2 006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERR ED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT EQUITY SECURITIES WHOLLY FOR CASH (A) IN
CONNECTION WITH A RIGHTS ISSUE; AND (B) OTHERWISE
THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO
AN AGGREGATE N OMINAL AMOUNT EQUAL TO THE SECTION
89 AMOUNT OF GBP 265 MILLION (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
S.21 TO AUTHORIZE THE COMPANY GENERALLY AND UNCONDITIONALLY Management For
TO MAKE MARKET PURCHASE S (AS DEFINED IN SECTION
163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE CO MPANY
DOES NOT PURCHASE UNDER THIS AUTHORITY MORE THAN
2.1 BILLION ORDINARY SH ARES; (B) THE COMPANY
DOES NOT PAY LESS THAN GBP 0.25 FOR EACH SHARE;
AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH
SHARE THAN 5% OVER THE AVERAGE OF THE M IDDLE
MARKET PRICE OF THE ORDINARY SHARES FOR THE FIVE
BUSINESS DAYS IMMEDIATE LY PRECEDING THE DATE
ON WHICH THE COMPANY AGREES TO BUY THE SHARES
CONCERNED, BASED ON SHARE PRICES AND CURRENCY
EXCHANGE RATES PUBLISHED IN THE DAILY OFFI CIAL
LIST OF THE LONDON STOCK EXCHANGE. IN EXECUTING
THIS AUTHORITY THE COMPAN Y MAY PURCHASE SHARES
USING ANY CURRENCY, INCLUDING POUNDS STERLING,
US DOLLAR S, AND EURO. THIS AUTHORITY SHALL CONTINUE
FOR THE PERIOD ENDING ON THE DATE O F THE ANNUAL
GENERAL MEETING IN 2006 OR 13 JULY 2006, WHICHEVER
IS THE EARLIER , PROVIDED THAT IF THE COMPANY
HAS AGREED BEFORE THIS DATE TO PURCHASE ORDINAR
Y SHARES WHERE THESE PURCHASES WILL OR MAY BE
EXECUTED AFTER THE AUTHORITY TER MINATES (EITHER
WHOLLY OR IN PART) THE COMPANY MAY COMPLETE SUCH
PURCHASES (SE E NOTE ON PAGE 10 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
22. TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
FOR THE YEAR ENDED 31 DECEMBER 2 004 (SEE NOTE
ON PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
23. TO APPROVE THE RENEWAL OF THE BP EXECUTIVE DIRECTORS Management For
INCENTIVE PLAN (THE PLA N ), A COPY OF WHICH
IS PRODUCED TO THE MEETING INITIALLED BY THE
CHAIRMAN FO R THE PURPOSE OF IDENTIFICATION,
FOR A FURTHER FIVE YEARS AND TO AUTHORIZE THE
DIRECTORS TO DO ALL ACTS AND THINGS THAT THEY
MAY CONSIDER NECESSARY OR EXPED IENT TO CARRY
THE PLAN INTO EFFECT (SEE NOTE ON PAGES 11-13
IN THE NOTES SECTI ON OF THE PROXY STATEMENT)
24. TO RECEIVE THE REPORT OF THE DIRECTORS AND THE Management For
ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004
(SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF
THE PROXY STATEMENT )
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting Non-Vote Proposal
A MORE DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS Y OU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THERE IS NO SHARE BLOCKING AT Non-Voting Non-Vote Proposal
THIS MEETING.
- -----------------------------------------------------------------------------------------------------------------------------
GEORGE WIMPEY PLC AGM Meeting Date: 04/14/2005
Issuer: G96872109 ISIN: GB0009713446
SEDOL: 0971344
- -----------------------------------------------------------------------------------------------------------------------------
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 ACCOUNTS FOR THE YE 31 DEC 2004
2. APPROVE TO DECLARE A FINAL DIVIDEND OF 10.8 PENCE Management For
PER SHARE IN RESPECT OF THE YE 31 DEC 2004, DUE
AND PAYABLE ON 13 MAY 2005 TO SHAREHOLDERS ON
THE REGISTER AT CLOSE OF BUSINESS ON 04 MAR 2005,
SUCH FINAL DIVIDEND TO BE PAYABLE ONLY I N RESPECT
OF SUCH OF THE SHARES IN RESPECT OF WHICH THE
RELEVANT HOLDERS OF TH E SHARES HAS NOT EXERCISED
ANY ENTITLEMENT TO RECEIVE NEW SHARES INSTEAD
OF DI VIDEND IN CASH PURSUANT TO THE SCRIP DIVIDEND
SCHEME
3. RE-ELECT MR. PETER JOHNSON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
4. RE-ELECT MR. ANDREW CARR-LOCKE AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
5. RE-ELECT MR. CHRISTINE CROSS AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. RE-APPOINT MR. PETER REDFERN AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
7. 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 AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ALL PREVIOUS AUTHORITIES, TO ALLO T RELEVANT
SECURITIES SECTION 80(2) OF THE COMPANIES ACT
1985 UP TO AN AGGRE GATE NOMINAL VALUE OF GBP
32,649,568; AUTHORITY EXPIRES 5 YEARS AFTER
THE DAT E OF PASSING OF THIS RESOLUTION ; AND
THE DIRECTORS MAY ALLOT RELEVANT SECURIT IES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEM ENT MADE PRIOR TO
SUCH EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF THE RESOLUTION 8, AND PURS UANT TO SECTION
95 OF THE COMPANIES ACT 1985 ACT , TO ALLOT
EQUITY SECURITIES SECTION 94(2) OF THE ACT FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RE
SOLUTION 8 AND/OR WHERE SUCH ALLOTMENT CONSTITUTES
AN ALLOTMENT OF EQUITY SECU RITIES BY VIRTUE
OF SECTION 94(3A) OF THE ACT, DISAPPLYING THE
STATUTORY PRE-E MPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLO TMENT OF EQUITY SECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER O R ANY OTHER
PRE-EMPTIVE OFFER OR SCRIP DIVIDEND ALTERNATIVE
IN EACH CASE IN FA VOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP
4 ,897,435; AUTHORITY EXPIRES 5 YEARS AFTER
THE DATE OF PASSING OF THIS RESOLUT ION ; AND
THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS A UTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
NOT MORE THAN 39,179,481 ORDINARY SHARES OF 25
PENCE EACH IN I TS SHARE CAPITAL, AT A MINIMUM
PRICE OF 25 PENCE PER SHARE AND NOT MORE THAN
5 % ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS
FOR THE ORDINARY SHARES IN THE COMPANY TAKEN
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER TH E PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT A GM OF
THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PUR CHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUC H EXPIRY
11. APPROVE THAT THE REMUNERATION REPORT CONTAINED Management Against
WITHIN THE ANNUAL REPORT AND TH E ACCOUNTS FOR
THE YE 31 DEC 2004
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY OGM 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. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management
OF NESTLE S.A. AND THE NEST LE GROUP; ACKNOWLEDGE
THE REPORTS OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management
PROFIT, RESULTING FROM THE BALANC E SHEET OF
NESTLE S.A.
4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management
OF ASSOCIATION, REGARDING ORG ANIZATION OF THE
BOARD OF DIRECTORS
4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management
ARTICLES OF ASSOCIATION, REGARD ING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management
REGARDING RIGHT OF SHAREH OLDERS TO THE COMPLETE
THE AGENDA
5. ELECT THE BOARD OF DIRECTORS Management
6. ELECT THE AUDITORS Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 212608, 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.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
NV BEKAERT SA, ZWEVEGEM EGM Meeting Date: 04/14/2005
Issuer: B09800135 ISIN: BE0003780948 BLOCKING
SEDOL: 5821057, 5827431, B02PQ93
- -----------------------------------------------------------------------------------------------------------------------------
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.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
11 MAY 2005. 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. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management
SHARES OF THE COMPANY, AND THEREF ORE TO REPLACE
THE TEXT OF THE 2ND PARAGRAPH OF ARTICLE 12 OF
THE ARTICLES OF ASSOCIATION WITH THE FOLLOWING
TEXT: SUBJECT TO COMPLIANCE WITH THE CONDITIONS
PRESCRIBED BY LAW, THE BOARD OF DIRECTORS IS
AUTHORIZED TO ACQUIRE A MAXIMUM NUMBER OF SHARES
THAT IN THE AGGREGATE REPRESENT NO MORE THAN
10% OF THE ISSUE D CAPITAL, DURING A PERIOD OF
18 MONTHS BEGINNING FROM THE PUBLICATION IN THE
ANNEXES TO THE BELGIAN OFFICIAL JOURNAL OF THE
AUTHORIZING RESOLUTION OF THE E GM OF SHAREHOLDERS
OF 14 APR 2005, AT A PRICE RANGING BETWEEN MINIMUM
1 EURO A ND MAXIMUM 10% ABOVE THE ARITHMETIC
AVERAGE OF THE CLOSING PRICE OF THE COMPAN Y
S SHARE DURING THE LAST 30 TRADING DAYS PRECEDING
THE BOARD S RESOLUTION TO ACQUIRE
2. AMEND ARTICLE 31 AND 33 OF THE ARTICLES OF ASSOCIATION Management
BY REPLACING THE FOLLOW ING WORDS WORKING DAYS
IN THE 1ST AND 3RD PARAGRAPHS ARE REPLACED WITH
THE W ORDS BANK WORKING DAYS AND ARTICLE 33
THE WORDS WORKING DAYS ARE REPLACED WITH THE
WORDS BANK WORKING DAYS RESPECTIVELY
3. APPROVE: A) THE MERGER AS DEPOSITED WITH THE Management
REGISTRY OF THE COMMERCIAL COURT OF KORTRIJK
AND AGREES WITH THE MERGER THROUGH ABSORPTION
BY THE COMPANY OF TH E LIMITED COMPANIES JMMOBILIEN
MUNKENDOORN, HAVING ITS REGISTERED OFFICE AT
RP R KORTRIJK, AND IMAWARE, PURSUANT TO THE TERMS
AND CONDITIONS; B) TO ACKNOWLED GE THE TRANSFER
OF OWNERSHIP OF THE PROPERTY OF THE ACQUIRED
COMPANIES TO THE ACQUIRING COMPANY; C) THE VARIOUS
PROPERTY ITEMS OF THE ACQUIRED COMPANIES WIL
L BE INCLUDED IN THE ACCOUNTS OF THE COMPANY
IN REPLACEMENT OF THE SHARES OF T HE ACQUIRED
COMPANIES, WHICH ARE BEING CANCELLED IN CONNECTION
WITH THE PRESEN T MERGER; D) TO ACKNOWLEDGE THE
CESSATION OF EXISTENCE OF THE ACQUIRED COMPANI
ES; E) TO AUTHORIZE THE BOARD OF DIRECTORS TO
FULFILL THE PUBLICATION FORMALIT IES RELATING
TO THE MERGER WITH RESPECT TO THE ACQUIRED COMPANIES
4. APPROVE TO REPLACE THE EXISTING INTERIM PROVISIONS Management
AT THE END OF THE ARTICLES OF ASSOCIATION WITH
THE FOLLOWING TEXT: THE AUTHORITY GRANTED TO
THE BOARD OF DIRECTORS TO ACQUIRE OWN SHARES,
PURSUANT TO ARTICLE 12, 2ND PARAGRAPH, OF THE
ARTICLES OF ASSOCIATION BY THE RESOLUTION OF
THE EGM OF 12 MAY 2004 WILL CONT INUE IN EFFECT
UNTIL THE PUBLICATION OF THE NEW AUTHORIZATION
RELATIVE TO THE PURCHASE OF OWN SHARES
- -----------------------------------------------------------------------------------------------------------------------------
RIO TINTO PLC AGM Meeting Date: 04/14/2005
Issuer: G75754104 ISIN: GB0007188757
SEDOL: 0718875, 4718699, 5725676, 6720595
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For
ON THE DIRECTORS IN RELATION TO THEIR GENERAL
AUTHORITY TO ALLOT SHARES BY PARAGRAPH (B) OF
ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD ENDING ON THE DATE
OF THE AGM IN 2006 OR ON 13 APR 2006, WHICHEVER
IS LATER, AND FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE GBP 34.35 MILLION
S.2 APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For
ON THE DIRECTORS IN RELATION TO RIGHTS ISSUES
AND IN RELATION TO THE SECTION 89 AMOUNT BY PARAGRAPH
(B) OF AR TICLE 9 OF THE COMPANY S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD END ING
ON THE DATE OF THE AGM IN 2006 OR ON 13 APR 2006,
WHICHEVER IS LATER, AND FOR SUCH PERIOD THE SECTION
89 AMOUNT SHALL BE GBP 6.90 MILLION
S.3 AUTHORIZE RIO TINTO PLC, RIO TINTO LIMITED AND Management For
ANY SUBSIDIARIES OF RIO TINTO L IMITED TO MARKET
PURCHASE SECTION 163 OF THE COMPANIES ACT 1985
OF ORDINARY SHARES OF 10P EACH ISSUED BY RIO
TINTO PLC RTP ORDINARY SHARES OF UP TO 106.
8 MILLION RTP ORDINARY SHARES 10% OF THE ISSUED
ORDINARY SHARE CAPITAL OF THE COMPANY AS AT 14
FEB 2005 AT A MINIMUM PRICE OF 10P AND NOT MORE
THAN 5% ABO VE THE AVERAGE OF MIDDLE MARKET QUOTATIONS
FOR RTP ORDINARY SHARES DERIVED FRO M THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECE DING THE DATE OF PURCHASE;
AUTHORITY EXPIRES ON 13 OCT 2006 ; AND ALSO
AUTHOR IZE THE COMPANY TO PURCHASE OFF-MARKET
FROM RIO TINTO LIMITED AND ANY OF ITS S UBSIDIARIES
ANY RTP ORDINARY SHARES ACQUIRED UNDER THE AUTHORITY
AS SPECIFIED IN THE AGREEMENT FOR THE PURPOSE
OF SECTION 165 OF THE COMPANIES ACT 1985 BE
TWEEN RIO TINTO PLC AND RIO TINTO LIMITED; AUTHORITY
EXPIRES ON 13 OCT 2006
S.4 APPROVE THAT, SUBJECT TO THE CONSENT IN WRITING Management For
OF THE HOLDER OF THE SPECIAL V OTING SHARE, TO
BUY-BACK BY THE RIO TINTO LIMITED OF FULLY PAID
ORDINARY SHARE S IN RIO TINTO LIMITED RTL ORDINARY
SHARES IN THE 12 MONTHS PERIOD FOLLOWING THIS
APPROVALS: A) UNDER 1 OR MORE OFF-MARKET BUY-BACK
TENDER SCHEMES IN ACCO RDANCE WITH THE TERMS
AS SPECIFIED, BUT ONLY TO THE EXTENT THAT THE
NUMBER OF RTL ORDINARY SHARES BOUGHT BACK UNDER
THE BUY-BACK TENDERS, TOGETHER WITH THE NUMBER
OF RTL ORDINARY SHARES BOUGHT BACK ON-MARKET
BY RIO TINTO LIMITED, DOES NOT EXCEED IN THAT
12 MONTH THE PERIOD 10% OF THE MINIMUM NUMBER
OF RTL ORDIN ARY SHARES ON ISSUE EXCLUDING FROM
THE CALCULATION OF THAT MINIMUM NUMBER FOR ALL
PURPOSES THOSE RTL ORDINARY SHARES HELD BY OR
ON BEHALF OF TINTO HOLDINGS AUSTRALIA PTY LIMITED
THA OR ANY OTHER SUBSIDIARY OF RIO TINTO PLC
DURING S UCH PERIOD; AND B) FOLLOWING ANY BUY-BACK
TENDER, FROM THA UPON THE TERMS AND SUBJECT TO
THE CONDITIONS SET OUT IN THE DRAFT BUY-BACK
AGREEMENT BETWEEN RIO TINTO LIMITED AND THA
THA MATCHING BUY-BACK AGREEMENT AS SPECIFIED
S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
AND THE CONSTITUTION OF THE R IO TINTO LIMITED
S.6 AMEND, SUBJECT TO THE CONSENT IN WRITTING OF Management For
THE HOLDER OF THE SPECIAL VOTING SHARE AND SUBJECT
TO THE PASSING OF RESOLUTION 5, THE DLC MERGER
SHARING AGREE MENT DATED 21 DEC 1989 SHARE AGREEMENT
BETWEEN THE COMPANY AND THE RIO TINTO LIMITED
BY: A) ADDING SOME WORDS AT THE END OF THE CLAUSE
5.1.2 (B) OF THE SH ARE AGREEMENT; B) DELETING
SOME WORDS IN PARAGRAPH 3 OF THE SCHEDULE 1 OF
THE SHARING AGREEMENT AND REPLACING WITH NEW WORDS
7. APPROVE, IN ORDER FOR OPTIONS GRANTED TO EMPLOYEES Management For
RESIDENT IN FRANCE, THE RIO TINTO SHARE SAVINGS
PLAN, TO CONTINUE THE QUALITY FOR FRENCH FAX
APPROVAL, TH E GRANT OPTIONS BY THE DIRECTORS
TO EMPLOYEES RESIDENT IN FRANCE PURSUANT TO R
IO TINTO SHARE SAVINGS PLAN RULES AS SPECIFIED
8. ELECT MR. GOODMANSON AS A DIRECTOR Management For
9. ELECT MR. ASHTON CALVERT AS A DIRECTOR Management For
10. ELECT MR. VIVIENNE COX AS A DIRECTOR Management For
11. RE-ELECT MR. PAUL SKINNER AS A DIRECTOR Management For
12. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY TO HOLD O FFICE UNTIL
THE CONCLUSION OF THE AGM AT WHICH ACCOUNTS ARE
LAID BEFORE THE CO MPANY AND AUTHORIZE THE AUDIT
COMMITTEE TO DETERMINE THEIR REMUNERATION
13. APPROVE THE REMUNERATION REPORT AS SPECIFIED Management For
14. RECEIVE THE COMPANY S FINANCIAL STATEMENTS AND Management For
THE REPORT OF THE DIRECTORS AND AUDITORS FOR
THE YE 31 DEC 2004
- -----------------------------------------------------------------------------------------------------------------------------
RWE AG, ESSEN OGM Meeting Date: 04/14/2005
Issuer: D6629K109 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE 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 843,698,064.82 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 90,564.82 S HALL BE CARRIED FORWARD; AND
EX-DIVIDEND AND PAYABLE DATE: 15 APR 2005
3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Management
DIRECTORS
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management
FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS
THE AUDITORS FOR THE YEAR 2005
6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Management
SUPERVISORY BOARD
6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Management
BOARD
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT
DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE
OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20% IF THEY AR
E ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, AND TO USE THE
SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES,
OR IN CONNECTION WITH MERGERS AND ACQ UISITIONS
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE
8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Management
THE AGM AND SECTION 15 ATTENDA NCE OF THE AGM
OF THE ARTICLES OF ASSOCIATION IN CONNECTION
WITH THE LAW ON C ORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED
TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Management
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG
WHIC H IS PLANNED TO BECOME EFFECTIVE AS PER
01 NOV 2005 AS SPECIFIED
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
IN MEETING TYPE. IF YOU HA VE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
RWE AG, ESSEN OGM Meeting Date: 04/14/2005
Issuer: D6629K117 ISIN: DE0007037145
SEDOL: 4769147, 4771487, 5007318, 7159518
- -----------------------------------------------------------------------------------------------------------------------------
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.
1. APPROVE 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
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting
PROFIT OF EUR 843,698,064.82 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 90,564.82 S HALL BE CARRIED FORWARD; AND
EX-DIVIDEND AND PAYABLE DATE: 15 APR 2005
3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Non-Voting
DIRECTORS
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Non-Voting
FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS
THE AUDITORS FOR THE YEAR 2005
6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Non-Voting
SUPERVISORY BOARD
6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Non-Voting
BOARD.
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Non-Voting
UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT
DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE
OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20% IF THEY AR
E ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, AND TO USE THE
SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES,
OR IN CONNECTION WITH MERGERS AND ACQ UISITIONS
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE
8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Non-Voting
THE AGM AND SECTION 15 ATTENDA NCE OF THE AGM
OF THE ARTICLES OF ASSOCIATION IN CONNECTION
WITH THE LAW ON C ORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED
TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Non-Voting
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG
WHIC H IS PLANNED TO BECOME EFFECTIVE AS PER
01 NOV 2005 AS SPECIFIED
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
IN MEETING TYPE. IF YOU HA VE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
SCHERING AG OGM Meeting Date: 04/14/2005
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
- -----------------------------------------------------------------------------------------------------------------------------
WOLTERS KLUWER NV AGM Meeting Date: 04/14/2005
Issuer: N9643A114 ISIN: NL0000395887 BLOCKING
SEDOL: 5671519, 5671917, 5677238
- -----------------------------------------------------------------------------------------------------------------------------
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 07 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2.a APPROVE THE REPORT OF THE MANAGEMENT FOR THE Management
YEAR 2004
2.b APPROVE THE NOTICE BY SUPERVISORY BOARD FOR THE Management
YEAR 2004
2.c APPROVE THE RESERVATION AND THE DIVIDEND POLICY Management
2.d ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management
2.e APPROVE THE PAYMENT IN CASH EUR 0.55 OR OPTIONAL Management
IN SHARES
3.a GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management
BOARD
3.b GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management
BOARD
4. APPROVE THE CORPORATE GOVERNANCE Management
5. AMEND THE ARTICLES OF ASSOCIATION Management
6.a RE-APPOINT MRS. A.J. FROST AS A MEMBER OF THE Management
SUPERVISORY BOARD
6.b RE-APPOINT MR. P.N. WAKKIE AS A MEMBER OF THE Management
SUPERVISORY BOARD
7. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
8.a AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SHARES/GRANT Management
RIGHTS TO TAKE SHARES
8.b AUTHORIZE THE MANAGEMENT BOARD TO RESTRICT OR Management
EXCLUDE THE PRE-EMPTIVE RIGHTS
9. GRANT POWERS TO PURCHASE COMPANY S OWN SHARES Management
10. GRANT ASSIGNMENT TO KPMG Management
11. QUESTIONS Management
12. CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
OCE NV, VENLO AGM Meeting Date: 04/15/2005
Issuer: 674627104 ISIN: NL0000354934 BLOCKING
SEDOL: 5446751, 5447033, 5447044
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE REPORT OF THE SUPERVISORY BOARD Management
3. APPROVE THE REPORT OF THE CHAIRMAN OF THE BOARD Management
OF MANAGEMENT AND THE REPORT O F THE BOARD OF
MANAGEMENT
4.A ADOPT THE FINANCIAL STATEMENTS FOR 2004 Management
4.B APPROVE THE DIVIDEND Management
5.A RELEASE AND DISCHARGE TO THE BOARD OF MANAGEMENT Management
5.B RELEASE AND DISCHARGE TO THE SUPERVISORY BOARD Management
6. APPROVE THE DESIGNATION OF THE BOARD OF MANAGEMENT Management
TO ISSUE SHARES
7. APPROVE THE DESIGNATION OF THE BOARD OF MANAGEMENT Management
TO LIMIT OR EXCLUDE THE PRE -EMPTIVE RIGHTS ON
ORDINARY SHARES
8. APPROVE THE DESIGNATION OF THE BOARD OF MANAGEMENT Management
TO PURCHASE SHARES OF THE C OMPANY
9. RE-APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management
10. RE-APPOINT 3 DIRECTORS A OF STICHTING ADMINISTRATIEKANTOOR Management
PREFERENTE AANDELEN OC
11. ANNOUNCEMENTS; ANY OTHER BUSINESS; CLOSURE Management
- -----------------------------------------------------------------------------------------------------------------------------
OCE NV, VENLO AGM Meeting Date: 04/15/2005
Issuer: 674627104 ISIN: NL0000354934 BLOCKING
SEDOL: 5446751, 5447033, 5447044
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 215700 DUE TO CHANGE IN NU MBER OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREG ARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE REPORT BY SUPERVISORY BOARD FOR 2004 Management
3. APPROVE THE REPORT BY CHAIRMAN OF EXECUTIVE BOARD Management
OF DIRECTORS FOR FY 2004
4.A ADOPT THE ANNUAL ACCOUNTS FOR THE YEAR 2004 Management
4.B APPROVE THE PROFIT APPROPRIATION FOR 2004 Management
5.A GRANT DISCHARGE FROM LIABILITY TO THE EXECUTIVE Management
BOARD
5.B GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management
BOARD
6. APPROVE DESIGNATION OF THE EXECUTIVE BOARD TO Management
ISSUE SHARES FOR AN 18TH MONTH P ERIOD
7. APPROVE THE DESGINATION OF THE EXECUTIVE BOARD Management
WITH REGARD TO THE PRE-EMPTIVE RIGHT ON ORDINARY
SHARES
8. APPROVE THE DESIGNATION OF THE EXECUTIVE BOARD Management
TO PURCHASE OWN SHARES
9.1 RE-APPOINT MR. J.L. BRENTJES AS A MEMBER OF THE Management
SUPERVISORY BOARD
9.2 RE-APPOINT MR. F.J. DE WIT AS A MEMBER OF THE Management
SUPERVISORY BOARD
10.1 RE-APPOINT MR. S. BERGSMA AS A DIRECTOR OF STICHTING Management
ADMINISTRATIEKANTOOR PREF ERENTE AANDELEN OCE
10.2 RE-APPOINT MR. J.M. BOLL AS A DIRECTOR OF STICHTING Management
ADMINISTRATIEKANTOOR PREFE RENTE AANDELEN OCE
10.3 RE-APPOINT MR. L. TRAAS AS A DIRECTOR OF STICHTING Management
ADMINISTRATIEKANTOOR PREFER ENTE AANDELEN OCE
11. RE-APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS Management
- -----------------------------------------------------------------------------------------------------------------------------
SULZER AG, WINTERTHUR MIX Meeting Date: 04/15/2005
Issuer: H83580128 ISIN: CH0002376454 BLOCKING
SEDOL: 4854719, 5263563
- -----------------------------------------------------------------------------------------------------------------------------
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.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
SULZER AG, WINTERTHUR OGM Meeting Date: 04/15/2005
Issuer: H83580128 ISIN: CH0002376454 BLOCKING
SEDOL: 4854719, 5263563
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216878, 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.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. APPROVE THE ANNUAL REPORT, THE CONSOLIDATED FINANCIAL Management
STATEMENTS AND THE FINAN CIAL STATEMENTS 2004:
REPORT OF THE AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE APPROPRIATION OF BALANCE SHEET PROFIT Management
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management
4. ELECT THE BOARD OF THE DIRECTORS Management
5. ELECT THE AUDITORS AND THE GROUP AUDITORS Management
- -----------------------------------------------------------------------------------------------------------------------------
EFG EUROBANK ERGASIAS SA AGM Meeting Date: 04/18/2005
Issuer: X1898P101 ISIN: GRS323013003 BLOCKING
SEDOL: 5654316, 5674626
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE STOCK OPTION PLAN AS PER THE REGULATIONS Management
OF ARTICLE 13 PARAGRAPH 9 COD LAW 2190/1920 AS
IN FORCE, TO THE PERSONNEL AND TO THE BOARD OF
DIRECTOR MEMBERS OF THE BANK AND THE ASSOCIATED
COMPANIES
- -----------------------------------------------------------------------------------------------------------------------------
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 .
- -----------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL OGM Meeting Date: 04/18/2005
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.
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
EDISON SPA AGM Meeting Date: 04/19/2005
Issuer: T3552V114 ISIN: IT0003152417 BLOCKING
SEDOL: 7513578, 7519822
- -----------------------------------------------------------------------------------------------------------------------------
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
20 APR 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 BALANCE SHEET REPORTS AS OF 31 DEC Management
2004; RESOLUTIONS RELATED THERE TO
2. APPOINT THE BOARD OF DIRECTORS; RESOLUTIONS RELATED Management
THERETO
3. APPOINT THE INTERNAL AUDITORS; RESOLUTIONS RELATED Management
THERETO
4. APPOINT THE EXTERNAL AUDITORS FOR BALANCE SHEET Management
AND CONSOLIDATED BALANCE SHEET REPORTS AUDITING
AND ACCOUNTING REVIEW FOR YEARS 2005/2006/2007;
RESOLUTIONS RELATED THERETO
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
SCHRODERS PLC AGM Meeting Date: 04/19/2005
Issuer: G7860B102 ISIN: GB0002405495
SEDOL: 0240549
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For
REPORTS
2. APPROVE THE FINAL DIVIDEND OF 13.5 PENCE PER Management For
ORDINARY AND NON-VOTING ORDINARY SHARES
3. APPROVE THE REMUNERATION REPORT Management For
4. ELECT MR. ANDREW BEESON AS A DIRECTOR Management For
5. RE-ELECT MR. GEORGE MALLINCKRODT AS A DIRECTOR Management For
6. RE-ELECT MR. BRUNO SCHRODER AS A DIRECTOR Management For
7. RE-ELECT MR. JONATHAN ASQUITH AS A DIRECTOR Management For
8. RE-ELECT MR. MICHAEL DOBSON AS A DIRECTOR Management For
9. RE-ELECT SIR PETER JOB AS A DIRECTOR Management For
10. RE-ELECT MR. MASSIMO TOSATO AS A DIRECTOR Management For
11. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY
12. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For
THE AUDITORS
S.13 GRANT AUTHORITY OF 14,750,000 SHARES FOR MARKET Management For
PURCHASE
- -----------------------------------------------------------------------------------------------------------------------------
VNU NV, HAARLEM AGM Meeting Date: 04/19/2005
Issuer: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
- -----------------------------------------------------------------------------------------------------------------------------
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 12 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
3.A APPROVE THE ESTABLISHMENT OF ANNUAL ACCOUNTS 2004 Management
3.B GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management
BOARD FOR MANAGEMENT CONDUCTE D IN 2004
3.C GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management
BOARD FOR SUPERVISION EXERCI SED
3.D APPROVE THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management
IN THE ENGLISH LANGUAGE AS F ROM 2005
4.A APPROVE THE EXPLANATION DIVIDEND AND THE RESERVATION Management
POLICY
4.B APPROVE THE DIVIDEND PROPOSAL Management
5. AUTHORIZE THE BOARD OF MANAGEMENT TO PURCHASE Management
THE COMPANY S OWN SHARES
6.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY Management
SHARES ON 7% PREFERENCE SH ARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management
SHARES B
6.C AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management
SHARES A
6.D AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management
OR EXCLUDE THE PRE-EMPTIVE RIGHT
7. RE-APPOINT AN EXTERNAL AUDITOR Management
8. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management
BOARD OF MANAGEMENT
9. APPOINT MR. A. VAN ROSSUM AS THE MEMBER OF THE Management
SUPERVISORY BOARD AS FROM 19 AP R 2005
10. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management
SUPERVISORY BOARD
11. ANNOUNCEMENTS AND QUESTIONS Management
12. CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
WOODSIDE PETROLEUM LTD AGM Meeting Date: 04/19/2005
Issuer: 980228100 ISIN: AU000000WPL2
SEDOL: 0979962, 5710456, 6979728, B05PPD7
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal
COMPANY AND THE REPORTS OF THE DIRECTORS AND
THE AUDITOR FOR THE YE 31 DEC 2004
2. ELECT MR. ANDREW JAMIESON AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE RULE 75(C) OF THE COMPANY S CONSTITUTION
3. ADOPT THE WOODSIDE PETROLEUM LTD. EXECUTIVE INCENTIVE Management Against
PLAN
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH OGM 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.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 213072, 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
* 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. APPROVE THE ANNUAL REPORT, THE ANNUAL FINANCIAL Management
STATEMENTS AND THE CONSOLIDATE D FINANCIAL STATEMENTS
FOR 2004
2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management
OF ZURICH FINANCIAL SERVICES F OR 2004
3. APPROVE TO REDUCE THE SHARE CAPITAL, REPAYMENT Management
OF REDUCTION IN NOMINAL VALUE, AND CHANGES TO
THE ARTICLES OF INCORPORATION
4. AMEND THE ARTICLES OF INCORPORATION Management
5. GRANT RELEASE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE GROUP EXECUTIVE COMMITTEE
6.1.1 ELECT MR. MANFRED GENTZ AS A BOARD OF DIRECTOR Management
6.1.2 RE-ELECT MS. ROSALIND GILMORE AS A BOARD OF DIRECTOR Management
6.1.3 RE-ELECT MR. DANA MEAD AS A BOARD OF DIRECTOR Management
6.1.4 RE-ELECT MR. GERHARD SCHULMEYER AS A BOARD OF Management
DIRECTOR
6.2.1 RE-ELECT PRICEWATERHOUSECOOPERS LIMITED, ZURICH, Management
AS THE STATUTORY AUDITORS AND THE GROUP AUDITORS
6.2.2 RE-ELECT OBT AG, ZURICH, AS THE SPECIAL AUDITOR Management
ACCORDING TO THE ARTICLE 25 PA RAGRAPH 3 OF THE
ARTICLES OF INCORPORATION
- -----------------------------------------------------------------------------------------------------------------------------
ANGLO AMERICAN PLC AGM Meeting Date: 04/20/2005
Issuer: G03764100 ISIN: GB0004901517
SEDOL: 0490151, 2947473, 5699663, 6152972, 6367709, 6382058, 7116784
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS COMPRISING Management For
THE CONSOLIDATED FINANCI AL STATEMENTS OF THE
ANGLO AMERICAN GROUP AND THE UNCONSOLIDATED FINANCIAL
STA TEMENTS OF ANGLO AMERICAN PLC INCORPORATED
THEREIN AND THE REPORTS OF THE DIRE CTORS AND
THE AUDITORS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 51 US CENTS PER ORDINARY Management For
SHARE, WHICH, TOGETHER WI TH THE ITERIM DIVIDEND
DECLARED IN AUGUST AND PAID IN SEPTEMBER 2004,
WILL RES ULT IN A TOTAL DIVIDEND IN RESPECT OF
THE YE 31 DEC 2004 OF 70 US CENTS PER OR DINARY
SHARE
3. ELECT MR. R. MEDORI AS A DIRECTOR WITH EFFECT Management For
FROM 01 JUN 2005, IN ACCORDANCE WITH THE PROVISIONS
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
4. ELECT MR. R.C. ALEXANDER AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF T HE ARTICLES OF ASSOCIATION
OF THE COMPANY
5. ELECT MR. D.A. HATHOM AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
6. ELECT MR. S.R. THOMPSON AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF TH E ARTICLES OF ASSOCIATION
OF THE COMPANY
7. RE-ELECT MR. R.M. GODSELL AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
8. RE-ELECT MR. A.J. TRAHAR AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISIONS OF T HE ARTICLES OF ASSOCIATION
OF THE COMPANY
9. RE-ELECT PROFESSOR K.A.L.M. VAN MIERT AS A DIRECTOR, Management For
IN ACCORDANCE WITH THE PR OVISIONS OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
10. RE-APPOINT DELOITTE & TOUCHE LLP AUDITORS FOR Management For
THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
12. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004 SET OUT IN T HE ANNUAL REPORT
13. APPROVE THAT THE AUTHORITY TO ALLOT RELEVANT Management For
SECURITIES CONFERRED ON THE DIREC TORS BY ARTICLE
9.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED UNTIL THE DATE OF THE AGM IN 2006
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 248,500,0
0 497 MILLION ORDINARY SHARES
S.14 APPROVE THAT SUBJECT TO THE PASSING OF ORDINARY Management For
RESOLUTION 13, THE POWER TO AL LOT EQUITY SECURITIES
WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY
ARTICLE 9. 3 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD REFERRED TO IN SUCH
RESOLUTION UP TO AN AGGREGATE NOMINAL AMOUNT
OF USD 37,250,000 74. 5 MILLION ORDINARY SHARES
S.15 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 THE COMPANIES ACT
1985 OF 149 MILLION ORDINARY SHARES OF USD
0.50 EACH IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF USD 0.50 AND UP TO 105% OF
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 AT THE CONCLUSION OF
T HE AGM OF THE COMPANY IN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CON TRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PART LY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
ARNOLDO MONDADORI EDITORE SPA, MILANO OGM Meeting Date: 04/20/2005
Issuer: T6901G126 ISIN: IT0001469383 BLOCKING
SEDOL: 4084895, 4087087
- -----------------------------------------------------------------------------------------------------------------------------
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
27 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLE D. THANK YOU.
1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2004, THE BOARD OF DIRECTORS RE PORTS ON THE
MANAGEMENT ACTIVITY AND THE INTERNAL AUDITORS
REPORTS; RESOLUTION S RELATED THERE TO; AND THE
CONSOLIDATED BALANCE SHEET REPORTS AS OF 31 DEC
20 04
2. GRANT AUTHORITY TO BUY OWN SHARES AND DISPOSE Management
OF THEM, AS PER THE ARTICLE 2357 AND ARTICLE
2357-TER OF ITALIAN CIVIL CODE
- -----------------------------------------------------------------------------------------------------------------------------
ARRIVA PLC AGM Meeting Date: 04/20/2005
Issuer: G05161107 ISIN: GB0002303468
SEDOL: 0230346, B05HRY8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE ACCOUNTS FOR THE YE 31 DEC 2004, TOGETHER Management For
WITH THE REPORTS OF THE DI RECTORS AND THE AUDITORS
THEREON
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004, Management For
ON THE ORDINARY SHARES OF THE COMPANY OF 14.07P
PER SHARE
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
4. ELECT SIR. RICHARD BROADBENT AS A DIRECTOR OF Management For
THE COMPANY
5. RE-ELECT MR. S.P. LONSDALE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION UNDER THE TE RMS OF THE ARTICLES
OF ASSOCIATION
6. RE-ELECT MR. S.J. CLAYTON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION UNDER THE TER MS OF THE ARTICLES
OF ASSOCIATION
7. RE-ELECT MR. D.R. MARTIN AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION UNDER THE TERM S OF THE ARTICLES
OF ASSOCIATION
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS
TO FIX THE AUDITORS REMUNERATION
9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
80 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT
AND GRANT RIGHTS FOR RELEVANT SECURITIES SECTION
80 OF THE AC T OF THE COMPANY UP TO A MAXIMUM
NOMINAL AMOUNT EQUAL TO THE NOMINAL AMOUNT O
F THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF
THE COMPANY; AUTHORITY EXPIRES AT THE 5TH ANNIVERSARY
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
OR G RANT ANY SUCH RIGHT AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO THE GENERAL Management For
AUTHORITY CONFERRED BY AN ORD INARY RESOLUTION
PASSED AT THE AGM OF THE COMPANY HELD ON 27 APR
2001 AND UNDE R SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES FOR CASH PU
RSUANT TO THE AUTHORITY CONFERRED OR WHERE THE
EQUITY SECURITIES ARE HELD BY T HE COMPANY AS
TREASURY SHARES, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS S ECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) PURSUANT TO A RIGHTS ISSUE, OPEN OFFER OR
OTHER PRE-EMPTIVE OFF ER IN FAVOR OF ORDINARY
SHAREHOLDERS; B) PURSUANT TO THE ARRIVA PLC EXECUTIVE
SHARE OPTION SCHEME, THE ARRIVA PLC SHARE INCENTIVE
SCHEME, THE ARRIVA PLC LON G TERM INCENTIVE PLAN
2000 AND THE ARRIVA PLC SHARE INCENTIVE PLAN
2004 OF EQU ITY SECURITIES TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 489,374; AUTHORITY EXPIRE S THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 15 MONTHS ; AND THE COMPANY MAY
MAKE AN OFFER OR AGREEMENT, BEFORE SUCH EXPIRY,
WHICH WOUL D OR MIGHT REQUIRE EQUITY SECURITIES
TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
E.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES ACT 1985 ON THE
LONDON STOCK EXCHANGE OF UP TO 29,362,485 ORDINARY
SHARES OF 5P EACH IN ITS CAPITAL, AT A MINIMUM
PRICE OF 5P PER SHARE AND UP TO 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATIONS AS DERIVED
FROM THE STOCK EXCHANGE OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARL IER OF THE CONCLUSION OF THE NEXT AGM
OR 20 JUL 2006
- -----------------------------------------------------------------------------------------------------------------------------
AXA, PARIS OGM Meeting Date: 04/20/2005
Issuer: F06106102 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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 REPORT OF THE EXECUTIVE COMMITTEE Management
AND THE GENERAL REPORT OF THE ST ATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR T HE YEAR CLOSED ON 31 DEC 2004, IN
THE FORM PRESENTED TO THE MEETING
O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management
AND THE STATUTORY AUDITORS; APP ROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENT ED TO THE MEETING
O.3 APPROVE THE PROFITS FOR THE FY: EUR 518,959,933.00; Management
PRIOR RETAINED EARNINGS: E UR 2,487,060,253.00
I. E. AN AVAILABLE AMOUNT FOR THE ALLOCATION
OF THE INCOME WHICH REACHES THE SUM OF EUR 3,006,020,186.00;
APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL
SO OBTAINED AS F OLLOWS: LEGAL RESERVE: EUR 25,947,997.00;
GLOBAL DIVIDEND: EUR 1,164,150,944.0 0; CARRY
FORWARD ACCOUNT: EUR 1,815,921,245.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER SHARE
WITH A CUT OF EUR 0.305; THIS DIVIDEND WI LL
BE PAID ON 28 APR 2005
O.4 APPROVE THAT, DUE TO THE EXCEPTIONAL TAX OF 2.5% Management
ON THE SUMS APPEARING IN THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE
LIMIT OF EUR 200 ,000,000.00, THAT AN AMOUNT
OF EUR 200,000,000.00 CHARGED TO THE SPECIAL
RESER VE ON LONG- TERM CAPITAL GAINS ACCOUNT
WILL BE TRANSFERRED TO THE ORDINARY RES ERVE
ACCOUNT; AND AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEAS URES ACCOMPLISH ALL
NECESSARY FORMALITIES
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L . 225-86 OF
THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID
REPORT AND THE AG REEMENTS REFERRED TO THEREIN
O.6 APPROVE THE RESIGNATION OF MR. THIERRY BRETON Management
AS A MEMBER OF THE SUPERVISORY B OARD
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ANTHONY Management
HAMILTON AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management
LACHMANN AS A MEMBER OF THE S UPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management
PEBEREAU AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.10 RATIFY THE APPOINTMENT OF MR. LEO APOTHEKER Management
IN REPLACEMENT OF MR. ALFRED VON OPPENHEIM AS
A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING WHIC H WILL DELIBERATE IN 2007 UPON THE
ANNUAL FINANCIAL STATEMENTS FOR LAST FISCAL YEAR
O.11 APPOINT MR. JACQUES DE CHATEAUVIEUX IN REPLACEMENT Management
OF MR. JACQUES CALVET AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MRS. DOMINIQUE REINICHE AS A MEMBER OF Management
THE SUPERVISORY BOARD FOR A PER IOD OF 4 YEARS
O.13 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,000,000.00 Management
TO THE SUPERVISORY BOAR D
O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management
OF RESOLUTION NUMBER 11 GIV EN BY THE GENERAL
MEETING OF 21 APR 2004, TO TRADE IN THE COMPANY
S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTH ORITY EXPIRES AT THE
END OF 18 MONTHS ; APPROVE THAT IN CASE OF A
BID UPON THE COMPANY S EQUITY SHARES SETTLED
FULLY IN CASH, THE COMPANY CAN CONTINUE THE PROCEEDING
OF ITS STOCK REPURCHASE PROGRAMME; THE GENERAL
MEETING DELEGATES AL L POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPL ISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management
OF RESOLUTION NUMBER 14 GIV EN BY THE GENERAL
MEETING OF 30 APR 2003, TO INCREASE THE SHARE
CAPITAL, IN ON E OR MORE TRANSACTIONS AND AT
ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARE S OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECES SARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management
COMPANY S CAPITAL THROUGH THE I SSUE OF COMMON
SHARES OR SECURITIES THAT ENTITLE THE BEARER
TO COMMON SHARES O F THE COMPANY OR ONE OF ITS
SUBSIDIARIES, WITH PREFERENTIAL SUBSCRIPTION
RIGHT S MAINTAINED
E.17 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE CAPITAL Management
THROUGH THE ISSUE OF COMMON SHARES OR SECURITIES
THAT ENTITLE THE BEARER TO SHARE CAPITAL OF THE
COMPANY OR ONE OF ITS SUBSIDIARIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED
E.18 AUTHORIZE THE MANAGEMENT BOARD, IN THE EVENT Management
THAT SHARES OR SECURITIES WITH PR EFERENTIAL
SUBSCRIPTION RIGHTS WAIVED ARE ISSUED UNDER THE
TERMS OF THE SEVENT EENTH RESOLUTION, TO SET
THE ISSUE PRICE UNDER THE CONDITIONS DEFINED
BY THE S HAREHOLDERS AND UP TO A MAXIMUM OF 10%
OF THE EQUITY CAPITAL
E.19 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management
AMOUNT OF THE INITIAL ISSUE, IN THE EVENT THAT
SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER
THE TERMS SET FORTH IN THE SIXTEENTH TO TH E
EIGHTEENTH RESOLUTIONS
E.20 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management
SHARES AND SECURITIES WITH A CL AIM TO THE COMPANY
S COMMON SHARES, IN THE EVENT THAT A PUBLIC EXCHANGE
OFFER IS INITIATED BY THE COMPANY
E.21 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management
CAPITAL OF THE COMPANY THROUGH THE ISSUE OF COMMON
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN
KIND UP TO A MAXIMUM OF 10% OF SHARE CA PITAL
E.22 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management
SHARES IN CONNECTION WITH THE I SSUE OF SECURITIES,
BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM
TO THE COMPAN Y S COMMON SHARES
E.23 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SECURITIES Management
ENTITLING THEIR BEARERS TO AN ALLOTMENT OF DEBT
INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE
OF THE COMPANY S CAPITAL
E.24 AUTHORIZE THE MANAGEMENT BOARD TO RESOLVE TO Management
ISSUE SECURITIES SECURING IMMEDIA TE OR DEFERRED
ACCESS TO THE COMPANY S SHARE CAPITAL, RESERVED
FOR EMPLOYEES E NROLLED IN THE EMPLOYER SPONSORED
COMPANY SAVINGS PLAN
E.25 AUTHORIZE THE MANAGEMENT BOARD TO FREELY ALLOT Management
SHARES TO EMPLOYEES OF THE COMP ANY
E.26 GRANT AUTHORITY TO GRANT STOCK PURCHASE AND/OR Management
STOCK SUBSCRIPTION OPTIONS
E.27 AUTHORIZE THE MANAGEMENT BOARD TO REDUCE CAPITAL Management
THROUGH THE CANCELLATION OF S HARES
E.28 AMEND THE BY-LAWS TO REFLECT CHANGES IN THE THRESHOLD Management
FOR OWNERSHIP OF VOTING RIGHTS WITH RESPECT TO
REGULATED AGREEMENTS
E.29 AMEND THE ARTICLE 12 OF THE BYLAWS, TO STIPULATE Management
THAT THE CONSENT OF THE SUPER VISORY BOARD IS
REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK
OPTION PLAN OF A NY KIND AND II) THE GRANTING
OF FREE ALLOTMENTS OF SHARES
E.30 GRANT AUTHORITY TO COMPLY WITH ALL FORMAL REQUIREMENTS Management
IN CONNECTION WITH THIS MEETING
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU.
- -----------------------------------------------------------------------------------------------------------------------------
BANCO BPI SA, PORTO AGM Meeting Date: 04/20/2005
Issuer: X04608109 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2004 REPORT AND RESULTS AND THE 2004 Management
CONSOLIDATED REPORT AND RESUL TS
2. APPROVE THE PROFIT S APPROPRIATION Management
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management
S MANAGEMENT AND AUDITING
4. ELECT THE MEMBERS OF THE CORPORATE BOARDS FOR Management
THE NEXT 3 YEARS
5. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management
* PLEASE NOTE THAT 1000 MINIMUM SHARES HAVE 1 VOTING Non-Voting
RIGHT. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
CARREFOUR SA MIX Meeting Date: 04/20/2005
Issuer: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 221840 DUE TO THE CHANGE I N MEETING DATE
AND ADDITIONAL RESOLUTION. ALL VOTES RECEIVED
ON THE PREVIOUS M EETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOT ICE. PLEASE ALSO NOTE THE NEW CUT-OFF DATE.
THANK YOU.
O.1 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, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
P ERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRES ENTED TO THE MEETING
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management
PAROMA BY CARREFOUR DATED 09 MA R 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL O F ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF AL L ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.0 5 AND APPROVE ALL THE
TERMS OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY E UR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710 ,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EU R 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, B EARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESE NT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAR OMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CA RREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREAS
E OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREA SED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESE RVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AU THORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH A LL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DI VIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management
AND RESOLVE TO APPROPRIA TE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,0
00.83 PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PRO FITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LA W
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management
AS DIRECTOR
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management
EXECUTIVE COMMITTEE AND A SUPERV ISORY BOARD
ACCORDINGLY, AMEND THE FOLLOWING ARTICLES OF
ASSOCIATION: ARTICLE 1: NATURE OF THE COMPANY,
AND REPLACE THE CURRENT ARTICLES FROM 14 TO 19
RELAT ING TO THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management
ASSOCIATION
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 Y EARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management
TO THE SUPERVISORY BOARD
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTO RY AUDITOR OF THE COMPANY AND
ITS NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management
THE COMPANY S SHARES ON THE STOC K MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MA XIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZ
E THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NE CESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES , THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAK E ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING TH E SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROV IDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEE D 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AN D REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management
THE DELEGATION OF AUTHORITY PRE VIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRAN SACTIONS, OPTIONS GIVING
THE RIGHT TO PURCHASE COMPANY S SHARES TO THE
PROFIT OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES
OR OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
E.22 APPROVE THE POWERS FOR FORMALITIES Management
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting
ON 11 APR 2005 HAS BEEN POSTPONE D TO 20 APR
2005. PLEASE ALSO NOTE THE CUTOFF DATE. IF YOU
HAVE ALREADY SENT I N YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
GAS NATURAL SDG SA, BARCELONA OGM Meeting Date: 04/20/2005
Issuer: E5499B123 ISIN: ES0116870314
SEDOL: 5650422, 5727843
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL ACCOUNTS, BALANCE SHEET, PROFIT Management For
AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS, AS
WELL AS THE MANAGEMENT REPORT OF BOTH GAS NATURAL
SDG, SOC IEDAD ANONIMA, AND ITS CONSOLIDATED
GROUP; THE APPLICATION OF PROFITS; THE MAN AGEMENT
OF THE BOARD OF DIRECTORS; ALL THE FOREGOING
WITH REFERENCE TO THE YEA R 2004
2. APPROVE TO TRANSFER THE APPROPRIATE FUNDS FROM Management For
THE ACCOUNT CALLED PREVISION PO R LIBERATAD DE
AMORTIZACION, AN ACCOUNT MAINTAINED IN ANTICIPATION
OF VOLUNTAR Y DEPRECIATION, AS PER THE ROYAL
DECREE 2.1985 DATED 30 APR, REAL DECRETO LEY
2.1985, TO THE VOLUNTARY RESERVE ACCOUNT
3. AMEND THE ARTICLE 33 OF THE ARTICLES OF ASSOCIATION Management For
4. APPROVE TO AMEND THE RULES AND REGULATIONS OF Management For
THE GENERAL MEETING: 1) ARTICLE 9: ATTENDING
RIGHT; TO REDUCE THE MINIMUM NUMBER OF SHARES
GIVING RIGHT TO ATT END THE GENERAL MEETING;
2) THE ARTICLE 8: PROXY VOTING; 3) AND THE ARTICLE
20 .3: VOTING IN ABSENTIA
5. APPROVE THE CONFIRMATION, APPOINTMENT, REAPPOINTMENT Management For
OR REELECTION OF DIRECTOR S AND, SETTING OF THEIR
NUMBER
6. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For
THE DERIVATIVE ACQUISITION OF OW N SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
RENDERING VOID THE AUTHORIZATION GRANTED BY THE
GENERAL MEETING HELD ON 14 AP R 2004
7. RE-APPOINT PRICEWATERHOUSECOOPERS AUDITORS, SOCIEDAD Management For
LIMITADA, AS THE AUDITORS OF THE COMPANY AND
ITS CONSOLIDATED GROUP FOR THE YEAR 2006
8. APPROVE TO DELEGATE THE POWERS TO COMPLEMENT, Management For
DEVELOP, EXECUTE AND AMEND THE R ESOLUTIONS ADOPTED
BY THE GENERAL MEETING, AS WELL AS FOR THEIR
PUBLIC RECORDI NG
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
21 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
GRUPPO EDITORIALE L'ESPRESSO SPA, ROMA AGM Meeting Date: 04/20/2005
Issuer: T52452124 ISIN: IT0001398541 BLOCKING
SEDOL: 5836103, 5836200
- -----------------------------------------------------------------------------------------------------------------------------
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
21 APR 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YO UR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE THE BALANCE SHEET AS OF 31 DEC 2005, Management
BOARD OF DIRECTORS MANAGEMENT RE PORT, INTERNAL
AND EXTERNAL AUDITORS REPORT AND THE RESOLUTIONS
RELATED THERE TO
2. APPOINT 1 MEMBER OF THE BOARD OF DIRECTORS Management
3. APPROVE TO REVOKE THE BOARD OF DIRECTORS EMPOWERMENT Management
TO BUY OWN SHARES AND TO DELIBERATE ON NEW JURISDICTION
* PLEASE NOTE THAT THIS IS AN OGM.THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
HANSON PLC AGM Meeting Date: 04/20/2005
Issuer: G4286E109 ISIN: GB0033516088
SEDOL: 3351608
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS AND THE REPORTS Management For
OF THE DIRECTORS AND THE AUDITO RS FOR THE YE
31 DEC 2004
2. APPROVE THE REMUNERATION REPORT AS SET OUT IN Management For
THE ANNUAL REPORT AND FORM 20-F FOR THE YE 31
DEC 2004
3. DECLARE A FINAL DIVIDEND OF 12.80 PENCE PER ORDINARY Management For
SHARE PAYABLE ON 29 APR 2 005 TO THE SHAREHOLDERS
AT THE CLOSE OF BUSINESS ON 08 APR 2005
4.a RE-ELECT MR. G. DRANSFIELD AS A DIRECTOR Management For
4.b RE-ELECT MR. J.C. NICHOLLS AS A DIRECTOR Management For
4.c RE-ELECT THE BARONESS NOAKES DBE AS A DIRECTOR Management For
4.d RE-ELECT MR. J.W. LENG AS A DIRECTOR Management For
4.e RE-ELECT MR. M.W. WELTON AS A DIRECTOR Management For
5. RE-APPOINT ERNEST & YOUNG LLP AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS TO D ETERMINE THEIR
REMUNERATION
6.a AUTHORIZE THE DIRECTORS, IN ACCORDANCE AND SUBJECT Management For
TO THE TERMS OF THE ARTICLE S 4.2 AND 4.4 OF
THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT
RELEVANT SECU RITIES UP TO AN AGGREGATE AMOUNT
OF GBP 24,550,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2006 UNLESS RENEWED,
VARIED OR REVOKED BY THE COMPANY PRIOR TO SUCH
EXPIRY
S.6.b AUTHORIZE THE DIRECTORS, IN ACCORDANCE AND SUBJECT Management For
TO THE TERMS OF THE ARTICLE S 4.3 AND 4.4 OF
THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT
EQUITY SECURI TIES WHOLLY FOR CASH UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 3,680,000; AUTH ORITY
EXPIRES AT THE CONCLUSION OF THE AGM IN 2006
S.7 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO 73.6 MILLION ORDINARY SHARES OF 10P EACH
IN THE COMPANY, AT A MINIMUM PRICE OF 10P AND
NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OV ER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE A GM IN 2006 ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE O RDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIR Y
S.8 AMEND THE COMPANY S ARTICLES OF ASSOCIATION BY Management For
DELETING ARTICLE 143 AND REPLAC ING IT WITH THE
NEW ONE
- -----------------------------------------------------------------------------------------------------------------------------
HEINEKEN NV AGM Meeting Date: 04/20/2005
Issuer: N39427211 ISIN: NL0000009165 BLOCKING
SEDOL: 7792559
- -----------------------------------------------------------------------------------------------------------------------------
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 13 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. APPROVE THE REPORT FOR THE FY 2004 Management
2. ADOPT THE FINANCIAL STATEMENTS 2004 Management
3. APPROVE THE RESERVE AND THE DIVIDEND POLICY Management
4. APPROVE THE PROFIT APPROPRIATION Management
5. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
6. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
7. AMEND THE ARTICLES OF ASSOCIATION Management
8. ADOPT THE REMUNERATION POLICY FOR THE BOARD OF Management
MANAGEMENT
9. APPROVE THE LONG-TERM INCENTIVE PLAN FOR THE Management
BOARD OF MANAGEMENT
10. AUTHORIZE THE BOARD OF MANAGEMENT TO REPURCHASE Management
THE SHARES OF THE COMPANY
11. AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE RIGHTS Management
TO SHARES AND TO RESTRICT OR EXCLUDE THE PRE-EMPTIVE
RIGHTS
12.1 APPOINT A MEMBER OF THE SUPERVISORY BOARD Management
12.2 APPOINT A MEMBER OF THE SUPERVISORY BOARD Management
13. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
14. APPROVE THE CORPORATE GOVERNANCE Management
15. APPROVE THE OFFICIAL LANGUAGE OF THE ANNUAL REPORT Management
* CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
HEINEKEN NV AGM Meeting Date: 04/20/2005
Issuer: N39427211 ISIN: NL0000009165 BLOCKING
SEDOL: 7792559
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* OPENING Non-Voting
1. APPROVE THE REPORT FOR THE FY 2004 Management
2. ADOPT THE BALANCE SHEET AS AT 31 DEC 2004, THE Management
PROFIT AND LOSS ACCOUNT FOR THE YEAR 2004 AND
THE NOTES THERETO
3. APPROVE THE RESERVE AND DIVIDEND POLICY Management
4. APPROVE THE DECISION ON THE APPROPRIATION OF Management
THE BALANCE OF THE PROFIT AND LOS S ACCOUNT IN
ACCORDANCE WITH ARTICLE 12, PARAGRAPH 4, OF THE
COMPANY S ARTICLE S OF ASSOCIATION
5. GRANT DISCHARGE TO THE MEMBERS OF THE EXECUTIVE Management
BOARD
6. GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management
BOARD
7. AMEND THE ARTICLES OF ASSOCIATION Management
8. ADOPT THE REMUNERATION POLICY FOR THE EXECUTIVE Management
BOARD
9. APPROVE THE LONG-TERM INCENTIVE PLAN FOR THE Management
EXECUTIVE BOARD
10. AUTHORIZE THE EXECUTIVE BOARD TO REPURCHASE OWN Management
SHARES
11. AUTHORIZE THE EXECUTIVE BOARD TO ISSUE RIGHTS Management
TO SHARES AND TO RESTRICT OR E XCLUDE SHAREHOLDERS
PRE-EMPTION RIGHTS
12. APPOINT 2 MEMBERS OF THE SUPERVISORY BOARD Management
13. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
14. APPROVE THE DUTCH CORPORATE GOVERNANCE CODE: Management
COMPLY OR EXPLAIN REPORT
15. APPROVE THE OFFICIAL LANGUAGE OF THE ANNUAL REPORT Management
* CLOSURE 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 13 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
201294 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.
- -----------------------------------------------------------------------------------------------------------------------------
HEINEKEN NV AGM Meeting Date: 04/20/2005
Issuer: N39427211 ISIN: NL0000009165 BLOCKING
SEDOL: 7792559
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
228198 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.
* 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 13 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
* OPENING Non-Voting
1. RECEIVE THE REPORT OF MANAGEMENT BOARD Management
2. APPROVE THE FINANCIAL STATEMENTS AND STATUTORY Management
REPORTS
3. RECEIVE THE EXPLANATION OF COMPANY S RESERVES Management
AND DIVIDEND POLICY
4. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management
5. APPROVE THE DISCHARGE OF EXECUTIVE BOARD Management
6. APPROVE THE DISCHARGE OF SUPERVISORY BOARD Management
7. AMEND THE ARTICLES TO REFLECT RECOMMENDATIONS Management
OF DUTCH CORPORATE GOVERNANCE CO DE AND AMENDMENTS
TO BOOK 2 OF DUTCH CIVIL CODE ON TWO-TIERED COMPANY
REGIME
8. APPROVE THE REMUNERATION REPORT CONTAINING REMUNERATION Management
POLICY FOR EXECUTIVE B OARD MEMBERS
9. APPROVE THE LONG-TERM INCENTIVE PLAN FOR EXECUTIVE Management
BOARD
10. AUTHORIZE TO REPURCHASE OF UP TO TEN PERCENT Management
OF ISSUED SHARE CAPITAL
11. GRANT THE BOARD AUTHORITY TO ISSUE AUTHORIZED Management
YET UNISSUED SHARES UP TO TEN PE RCENT RESTRICTING/EXCLUDING
PREEMPTIVE RIGHTS
* APPOINTMENT OF TWO MEMBERS OF THE SUPERVISORY Non-Voting
BOARD; BINDING NOMINATION DRAWN UP BY THE SUPERVISORY
BOARD, IN ACCORDANCE WITH ARTICLE 7, PARAGRAPH
2, OF THE ARTICLES OF ASSOCIATION OF HEINEKEN
N.V., FOR THE APPOINTMENT OF A SUPERVISOR Y BOARD
MEMBER. PLEASE ELECT ONE OF TWO CANDIDATES.
12.1A RE-ELECT MAARTEN DAS TO SUPERVISORY BOARD Management
12.1B ELECT RUUD OVERGAAUW TO SUPERVISORY BOARD Management
* APPOINTMENT OF TWO MEMBERS OF THE SUPERVISORY Non-Voting
BOARD; BINDING NOMINATION DRAWN UP BY THE SUPERVISORY
BOARD, IN ACCORDANCE WITH ARTICLE 7, PARAGRAPH2,
OF THE ARTICLES OF ASSOCIATION OF HEINEKEN N.V.,
FOR THE APPOINTMENT OF A SUPERVISORY BOARD MEMBER.
PLEASE ELECT ONE OF TWO CANDIDATES
12.2A RE-ELECT JAN MICHIEL HESSELS TO SUPERVISORY BOARD Management
12.2B ELECT JOS BUIJS TO SUPERVISORY BOARD Management
13. APPROVE REMUNERATION OF SUPERVISORY BOARD Management
14. DISCUSS ABOUT COMPANY S CORPORATE GOVERNANCE CODE Management
15. APPROVE ENGLISH AS THE OFFICIAL LANGUAGE OF THE Management
ANNUAL REPORT
* CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC AGM Meeting Date: 04/20/2005
Issuer: G76891111 ISIN: GB0007547838
SEDOL: 0754783, 2337201, 2663003, 5824023
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE REPORT AND THE ACCOUNTS Management For
2. APPROVE THE REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT DR. J.M. CURIE AS A DIRECTOR Management For
5. RE-ELECT SIR FRED GOODWIN AS A DIRECTOR Management For
6. RE-ELECT SIR STEVE ROBSON AS A DIRECTOR Management For
7. ELECT MR. A.S. HUNTER AS A DIRECTOR Management For
8. ELECT MR. C.J. KOCH AS A DIRECTOR Management For
9. ELECT MR. J.P. MACHALE AS A DIRECTOR Management For
10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
11. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
12. APPROVE TO CREATE ADDITIONAL ORDINARY SHARES Management For
AND RENEW THE AUTHORITY TO ALLOT ORDINARY SHARES
S.13 APPROVE TO RENEW THE PRE-EMPTION AUTHORITY Management For
S.14 APPROVE TO ALLOW THE PURCHASE OF OWN SHARES Management For
15. APPROVE TO CREATE ADDITIONAL DOLLAR PREFERENCE Management For
SHARES AND RENEW THE AUTHORITY TO ALLOT PREFERENCE
SHARES
16. APPROVE THE LONG TERM INCENTIVE PLAN Management For
- -----------------------------------------------------------------------------------------------------------------------------
UNIBAIL HOLDING MIX Meeting Date: 04/20/2005
Issuer: F95094110 ISIN: FR0000124711 BLOCKING
SEDOL: 4911346, 7076242
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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 PLEASE MAKE
SURE TO INCORPORATE THE FOLLOWING COMMENT TO
ALL OUTGOING FRENCH MEETINGS: A VERIFICATION
PERIOD EXISTS IN FRANCE. PLEASE SEE HTTP://I
CS.ADP.COM/MARKETGUIDE FOR COMPLETE INFORMATION.
VERIFICATION PERIOD: REGIST ERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS
ON COMPANY S BY-LA WS. BEARER SHARES: 6 DAYS
PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHARE OWNERS MUST COMPLETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUST ODIAN.
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSA RY CARD, ACCOUNT DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESI DENT SHAREOWNERS: PROXY CARDS: ADP
WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL
CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES,
ON ADP VOTE DEA DLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHET HER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS
A VERIFICATION PERIOD, FO R VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER T HE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS B EEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHAN GE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WH ICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION
. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* 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
O.1 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 YE 31 DEC 2004
O.2 RECEIVE THE REPORT OF THE STATUTORY AUDITORS Management
AND APPROVE THE CONSOLIDATED FINA NCIAL STATEMENTS
FOR 2004 FY
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management
AND RESOLVE TO APPROPRIA TE THE PROFITS AS FOLLOWS:
PROFITS FOR THE FY: EUR 486,791,043.39; PRIOR
RETAI NED EARNINGS: NIL; DISTRIBUTABLE PROFITS:
EUR 486,791,043.39; GLOBAL DIVIDEND: EUR 170,101,203.75;
THE BALANCE OF EUR 316,689,839.64 IS ALLOCATED
TO THE CAR RY FORWARD ACCOUNT; AS 3 INTERIM DIVIDENDS
FOR AN AMOUNT OF EUR 2.70 WERE ALRE ADY PAID,
THE SHAREHOLDERS WILL RECEIVE THE BALANCE OF
EUR 1.05 PER SHARE ON 1 5 JUL 2005
O.4 APPROVE THE RESERVES WITH THE FOLLOWING AMOUNTS: Management
LEGAL RESERVE: EUR 34,743,537 .37; SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS: EUR 42,589,205.65;
THE GENERA L MEETING RESOLVES TO: (-) DECREASE
THE LEGAL RESERVES BY EUR 22,680,160.50 SO THAT
IT REPRESENTS 10% OF THE REGISTERED CAPITA; (-)
THE SURPLUS OF EUR 54,65 2,582.52 WILL BE TRANSFERRED
TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS
ACCOUNT, THUS AMOUNTING TO EUR 54,652,582.52;
AS A CONSEQUENCE, A 2.5% TAX IN FULL DISCHARGE
FROM DEBT FROM THE AMOUNT TRANSFERRED WILL HAVE
TO BE PAID IN MARCH 2006 AND IN MARCH 2007 AND
WILL BE DEDUCTED FROM THE CARRY FORWARD ACCOU
NT; ORDINARY RESERVES WILL BE SUBSEQUENTLY DISTRIBUTED,
WITHOUT ANY ADDITIONAL TAXES
O.5 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management
ON AGREEMENTS GOVERNED BY ARTIC LES L. 225-38
AND SEQUENCE OF THE FRENCH COMMERCIAL CODE AND
APPROVE THE AGREE MENTS REFERRED TO THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LEON Management
BRESSLER AS THE DIRECTOR UP TO THE GENERAL MEETING
CALLED TO DELIBERATE ON 2007 FY
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management
DERMAGNE AS THE DIRECTOR UP TO THE GENERAL MEETING
CALLED TO DELIBERATE ON 2007 FY
O.8 RATIFY THE CO-OPTATION OF MR. JEAN-LOUIS SOLAL Management
AS THE DIRECTOR UP TO THE GENER AL MEETING CALLED
TO DELIBERATE ON FY 2007 AND APPROVE TO RENEW
THE TERM OF OF FICE OF MR. ROGER PAPAZ AS THE
DIRECTOR FOR THE SAME PERIOD
O.9 APPOINT MR. YVES LYON-CAEN AS THE DIRECTOR FOR Management
A PERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management
AND YOUNG AS THE STATUTORY AUDITO R FOR A PERIOD
OF 6 YEARS
O.11 APPOINT BDO MARQUE AND GENDROT AS THE STATUTORY Management
AUDITOR FOR A PERIOD OF 6 YEAR S
O.12 APPOINT BARBIER, FRINAULT ET AUTRES AS THE DEPUTY Management
AUDITOR FOR A PERIOD OF 6 YE ARS
O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MAZARS Management
ET GUERARD AS THE STATUTORY AUDI TOR FOR A PERIOD
OF 6 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 120.00 MI NIMUM SALE PRICE: EUR 90.00 MAXIMUM
NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF
THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL;
AUTHORITY EXPIRES AT T HE END OF 18 MONTHS ;
THE PRESENT DELEGATION CANCELS AND REPLACES THE
DELEGATI ON SET FORTH IN RESOLUTION NUMBER 9
AND GIVEN BY THE GENERAL MEETING OF 08 APR 2004;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACC OMPLISH ALL NECESSARY
FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY WAY OF CAPITALIZING
RETAINED EARN INGS, INCOME OR PREMIUMS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES; AUTHORITY EXPIRES AT TH E END OF 26 MONTHS
O.16 AUTHORIZE THE BOARD OF DIRECTORS, WITH REFERENCE Management
TO DELEGATION GIVEN IN RESOLU TION NUMBER 14,
TO REDUCE THE SHARE CAPITAL BY CANCELLING THE
SHARES HELD BY T HE COMPANY IN CONNECTION WITH
A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL
NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES
NOT EXCEED 10% OF THE CAPITA L; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES THE DELEGATION SET FORTH
IN RESOLUTION NUMBER 10 AND GIVEN BY TH E GENERAL
MEETING OF 08 APR 2004
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL, PROVIDED THAT THE TOTAL NOMINAL
AMOUNT SHA LL NOT EXCEED EUR 75,000,000.00 OF
THE SHARE CAPITAL, BY WAY OF ISSUING ORDINA RY
SHARES TO BE SUBSCRIBED IN CASH OR ANY SECURITIES
GIVING ACCESS TO THE SHAR E CAPITAL, WITH MAINTENANCE
OF THE SHAREHOLDERS SUBSCRIPTION RIGHT; AUTHORIT
Y EXPIRES AT THE END OF 26 MONTHS
O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL, PROVIDED THAT IT SHALL NOT
EXCEED 25% OF T HE SHARE CAPITAL, BY WAY OF ISSUING
ORDINARY SHARES TO BE SUBSCRIBED IN CASH O R
ANY SECURITIES GIVING ACCESS TO THE SHARE CAPITAL,
WITH WAIVER OF THE SHAREH OLDERS SUBSCRIPTION
RIGHT; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, WITHIN THE LIM IT OF 10% OF
THE SHARE CAPITAL, WITH WAIVER OF THE SHAREHOLDERS
SUBSCRIPTION RIGHT, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY
I N THE EVENT OF A PUBLIC EXCHANGE OFFER; AUTHORITY
EXPIRES AT THE END OF 26 MO NTHS
O.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY
S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN, WITH WAIVER OF THE SHAREHOLDERS PREFE
RENTIAL SUBSCRIPTION RIGHT, PROVIDED THAT THE
AMOUNT SHALL NOT EXCEED 1% OF TH E SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 5 YEARS
O.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE COMPANY S EMPLOYEES AND THE MANAGERS, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 38 MONTHS
O.22 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
- -----------------------------------------------------------------------------------------------------------------------------
AEGON N V OGM Meeting Date: 04/21/2005
Issuer: N0089J123 ISIN: NL0000301760 BLOCKING
SEDOL: 0687243, 5927375, 5981014, 5981520
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. 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 14 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2.1 APPROVE THE ANNUAL REPORT FOR 2004 Non-Voting
2.2 ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management
2.3 APPROVE THE POLICY OF RESERVES AND DIVIDENDS Non-Voting
2.4 APPROVE THE FINAL DIVIDEND FOR 2004 Management
2.5 GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management
BOARD
2.6 GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management
BOARD
3. APPOINT THE INDEPENDENT AUDITOR Management
4. APPROVE THE CORPORATE GOVERNANCE Non-Voting
5.1 AMEND THE ARTICLES OF INCORPORATION Management
5.2 GRANT AUTHORITY TO EXECUTE THE AMENDMENT TO THE Management
ARTICLE OF INCORPORATION
6. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
7.1 RE-APPOINT MR. D.J. SHEPARD TO THE MANAGEMENT Management
BOARD
7.1 RE-APPOINT MR. J.B.M. STREPPEL TO THE MANAGEMENT Management
BOARD
8.1 APPOINT MR. S. LEVY TO THE SUPERVISORY BOARD Management
8.2 RE-APPOINT MR. D.G. EUSTACE TO THE SUPERVISORY Management
BOARD
8.3 RE-APPOINT MR. W.F.C. STEVENS TO THE SUPERVISORY Management
BOARD
8.4 APPROVE THE ANNOUNCEMENT OF VACANCY IN 2006 Non-Voting
9.1 GRANT AUTHORITY TO ISSUE SHARES OF THE COMPANY Management
9.2 GRANT AUTHORITY TO RESTRICT OR EXCLUDE PRE-EMPTIVE Management
RIGHTS UPON ISSUING SHARES OF THE COMPANY
9.3 GRANT AUTHORITY TO ISSUE SHARES OF THE COMPANY Management
UNDER INCENTIVE PLANS
9.4 GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management
10. ANY OTHER BUSINESS Non-Voting
11. CLOSING OF THE MEETING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM) OGM Meeting Date: 04/21/2005
Issuer: N01803100 ISIN: NL0000009132 BLOCKING
SEDOL: 0291406, 5458303, 5458314, 5475120, 5475131, 5476662, 5499368
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. 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 14 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Non-Voting
FOR THE YEAR 2004
3.A ADOPT THE 2004 FINANCIAL STATMENTS Management
3.B APPROVE THE RESERVATION AND THE DIVIDEND POLICY Non-Voting
3.C ADOPT THE DIVIDEND PROPOSAL Management
4.A GRANT DISCHARGE TO THE BOARD OF MANAGEMENT FROM Management
LIABILITY FOR 2004
4.B GRANT DISCHARGE TO THE SUPERVISORY BOARD FROM Management
LIABILITY FOR 2004
5. APPROVE THE NUMBER OF MEMBERS OF THE BOARD OF Management
MANAGEMENT AT 4
6.1 APPOINT MR. M.A. VAN DEN BERGH TO THE SUPERVISORY Management
BOARD
6.2 RE-APPOINT MR. A.E. COHEN TO THE SUPERVISORY BOARD Management
7. APPROVE THE CORPORATE GOVERNANCE Non-Voting
8.A APPROVE THE REMUNERATION POLICY FOR THE BOARD Management
OF MANAGEMENT
8.B APPROVE THE PERFORMANCE-RELATED SHARE PLAN FOR Management
EXECUTIVES
8.C APPROVE TO REVISE PERFORMANCE-RELATED OPTION Management
PLAN FOR EXECUTIVES
9. AMEND THE ARTICLES OF ASSOCIATION Management
10.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE SHARES Management
10.B AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management
OR EXCLUDE PRE-EMPTIVE RIGHTS
11. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management
SHARES OF THE COMPANY
* ANY OTHER BUSINESS Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
AUTOGRILL SPA, NOVARA OGM Meeting Date: 04/21/2005
Issuer: T8347V105 ISIN: IT0001137345 BLOCKING
SEDOL: 5256206, 5379880
- -----------------------------------------------------------------------------------------------------------------------------
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 APR 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. RECEIVE THE BALANCE SHEET REPORT AND CONSOLIDATED Management
BALANCE SHEET REPORTS OF 31 DEC 2004 AND APPROVE
THE BOARD OF DIRECTORS REPORT ON MANAGEMENT ACTIVITY
2. APPOINT NEW BOARD OF DIRECTORS MEMBERS AS PER Management
ARTICLE 10 OF THE BY-LAW AFTER STATING BOARD
OF DIRECTORS MEMBERS NUMBER AND THEIR TERM
OF OFFICE AND APPRO VE TO STATE THEIR EMOLUMENTS
3. APPROVE THE BOARD OF DIRECTORS REPORT AND AUTHORIZE Management
THE BOARD OF DIRECTORS TO BUY AND SELL OWN SHARES
TILL A MAXIMUM OF 2,000,000 AS PER ARTICLE 2357
OF TH E ITALIAN CIVIL CODE
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
KUONI REISEN HOLDING AG, ZUERICH MIX Meeting Date: 04/21/2005
Issuer: H47075108 ISIN: CH0003504856 BLOCKING
SEDOL: 4714750, 4768564
- -----------------------------------------------------------------------------------------------------------------------------
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.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
KUONI REISEN HOLDING AG, ZUERICH OGM Meeting Date: 04/21/2005
Issuer: H47075108 ISIN: CH0003504856 BLOCKING
SEDOL: 4714750, 4768564
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT OF 2004 CONSISTING Management
OF THE REPORT ON THE COURSE OF B USINESS 2004,
THE FINANCIAL STATEMENTS 2004 AND THE CONSOLIDATED
FINANCIAL STA TEMENTS 2004
2. RECEIVE THE REPORTS OF THE AUDITORS AND THE GROUP Management
AUDITORS
3. APPROVE THE ANNUAL REPORT OF 2004 CONSISTING Management
THE COURSE OF BUSINESS 2004, THE FINANCIAL STATEMENTS
2004 AND THE CONSOLIDATED FINANCIAL STATEMENTS
2004
4.1 APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management
TO ALLOCATE THE RETAINED EARNIN GS AT THE DISPOSAL
OF THE GENERAL MEETING AS OF 31 DEC 2004 IN THE
AMOUNT OF C HF 40,215,632 AS FOLLOWS: ALLOCATION
TO OTHER RESERVES; CHF 38,638,650 TO BE C ARRIED
FORWARD TO NEW ACCOUNT CHF 1,576,982 TOTAL RETAINED;
EARNINGS CHF 40,21 5,632
4.2 APPROVE THE REPAYMENT OF PAR VALUE TO THE SHAREHOLDERS Management
SUBJECT TO ITEM 4.1 ON THE AGENDA BY THE GENERAL
MEETING AND ON THE BASIS OF THE KPMG FIDES PEAT
REP ORT WHICH PURSUANT TO ARTICLE 732 PARAGRAPH
2 OF THE SWISS CODE OF OBLIGATIONS (CO) FINDS
THAT CREDITORS CLAIMS WILL REMAIN FULLY COVERED
EVEN AFTER THE RED UCTION IN SHARE CAPITAL, THE
BOARD OF DIRECTORS PROPOSES A CHF 112,000,000;
RE DUCTION OF THE ORDINARY SHARE CAPITAL FROM
CHF 160,000,000 TO CHF 48,000,000. THIS IS TO
BE ACHIEVED BY REDUCING THE PAR VALUE OF CATEGORY
A REGISTERED SHAR ES FROM CHF 10 TO CHF 3 AND
THE PAR VALUE OF CATEGORY BE REGISTERED SHARES
FRO M CHF 50 TO CHF 15.1 ANY SHARE CAPITAL ISSUED
PURSUANT TO ARTICLE 3BIS OF THE ARTICLES OF INCORPORATION
UNTIL THE CLOSING OF THE SHARE CAPITAL REDUCTION,
IF ANY, SHALL ALSO BE REDUCED BY REDUCING THE
PAR VALUE OF EACH NEWLY ISSUED SHA RE FROM CHF
50 TO CHF 15, THE AMOUNT BY WHICH THE SHARE CAPITAL
IS REDUCED SHA LL BE PAID OUT TO SHAREHOLDERS
ACCORDINGLY; AMEND THE ARTICLES OF INCORPORATIO
N AS FOLLOWS: ARTICLE 3: THE SHARE CAPITAL OF
THE COMPANY IS CHF 48,000,000 AN D IS DIVIDED
INTO: A) 1,000,000 REGISTERED SHARES, CATEGORY
A, WITH A PAR VALU E OF CHF 3 EACH; B) 3,000,000
REGISTERED SHARES, CATEGORY B, WITH A PAR VALUE
OF CHF 15 EACH; PARAGRAPHS 2 AND 3 SHALL REMAIN
UNCHANGED; THE CONDITIONAL SHA RE CAPITAL THE
SHARE CAPITAL BE INCREASED IN A MAXIMUM AMOUNT
OF CHF 5,760,000 BY THE ISSUANCE OF UP TO 384,000
FULLY PAID REGISTERED SHARES, CATEGORY B, WI
TH PAR VALUE OF CHF 15 EACH, THROUGH THE EXERCISE
OF CONVERSION RIGHTS AND/OR WARRANTS ISSUED IN
CONNECTION WITH BONDS OR OTHER FINANCIAL MARKET
INSTRUMENTS BY THE COMPANY OR ONE OF ITS GROUP
COMPANIES AND/OR THROUGH THE EXERCISE OF W ARRANT
RIGHTS GRANTED TO THE SHAREHOLDERS; PARAGRAPHS
2 TO 4 SHALL REMAIN UNCH ANGED; THE SHARE CAPITAL
MAY, UNDER THE EXCLUSION OF THE SHAREHOLDERS
PRE-EMPT IVE RIGHTS, BE INCREASED IN A MAXIMUM
AMOUNT OF CHF 1,440,000 BY THE ISSUANCE OF UP
TO 96,000 FULLY PAID REGISTERED SHARES, 1 THE
REPAYMENT OF THE PAR VALUE IS MORE ATTRACTIVE
FOR SHAREHOLDERS FROM A TAX POINT OF VIEW THAN
THE DISTRIB UTION OF A DIVIDEND; THE AMOUNT PAID
OUT TO SHAREHOLDERS AS A RESULT OF THE RE DUCTION
IN THE PAR VALUE IS NOT LIABLE TO WITHHOLDING
TAX AND SHAREHOLDERS WHO ARE RESIDENT FOR TAX
PURPOSES IN SWITZERLAND AND WHOSE KUONI SHARES
ARE PRIV ATE ASSETS WILL BE EXEMPT FROM INCOME
TAX; 2 IT IS PLANNED TO ALLOCATE TO OTHE R RESERVES
THE AMOUNT BY WHICH THE SHARE CAPITAL IS REDUCED
IN RESPECT OF TREA SURY SHARES WHICH ARE EARMARKED
FOR THE EXECUTIVE AND MANAGEMENT SHARE PURCHAS
E AND STOCK OPTION PLANS; CATEGORY B, WITH A
PAR VALUE OF CHF 15 EACH, THROUGH THE EXERCISE
OF PRE-EMPTIVE RIGHTS AND WARRANTS GRANTED TO
EMPLOYEES OF THE C OMPANY AND GROUP COMPANIES
ACCORDING TO ONE OR MORE SUBSCRIPTION RIGHTS
PLANS; REGISTERED SHARES MAY BE ISSUED TO EMPLOYEES
AT A PRICE LOWER THAN THAT QUOTE D ON THE STOCK
EXCHANGE; THE BOARD OF DIRECTORS SHALL DETERMINE
THE PARTICULAR S OF THE ISSUANCE CONDITIONS;
PARAGRAPH 6 SHALL REMAIN UNCHANGED
5. GRANT DISCHARGE TO THE MEMBERS OF BOARD OF DIRECTOR Management
6. APPROVE TO REDUCE THE THRESHOLD AMOUNT ENTITLING Management
THE SHAREHOLDERS TO REQUEST T HAN AN ITEM BE
PUT ON THE AGENDA
7.1 RE-ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Management
7.2 ELECT A NEW MEMBER OF THE BOARD OF DIRECTORS Management
7.3 ELECT THE AUDITORS AND THE GROUP AUDITORS Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216887, 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.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
PERSIMMON PLC AGM Meeting Date: 04/21/2005
Issuer: G70202109 ISIN: GB0006825383
SEDOL: 0682538
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE DIRECTORS AND THE AUDITORS REPORTS Management For
AND THE FINANCIAL STATEMENTS
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT MR. DUNCAN DAVIDSON Management For
4. RE-ELECT MR. MICHAEL KILLORAN Management For
5. RE-ELECT MR. JOHN MILLER Management For
6. RE-ELECT SIR CHIPS KEEWICK Management Against
7. RE-ELECT MR. HAMISH LESLIE MELVILLE Management For
8. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS Management For
9. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
10. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For
11. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
- -----------------------------------------------------------------------------------------------------------------------------
REUTERS GROUP PLC AGM Meeting Date: 04/21/2005
Issuer: G7540P109 ISIN: GB0002369139
SEDOL: 0236913, 5417478
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
FINANCIAL STATEMENTS OF TH E COMPANY FOR THE
YE 31 DEC 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT AND Management For
THE COMPANY S REMUNERATION POLI CY FOR THE YE
31 DEC 2004
3. DECLARE A DIVIDEND Management For
4. ELECT MR. KENNETH OLISA AS A DIRECTOR Management For
5. ELECT MS. LAWTON FITT AS A DIRECTOR Management For
6. ELECT MS. PENELOPE HUGHES AS A DIRECTOR Management For
7. RE-ELECT MR. THOMAS GLOCER AS A DIRECTOR Management For
8. RE-ELECT MR. DAVID GRIGSON AS A DIRECTOR Management For
9. RE-ELECT MR. DEVIN WENIG AS A DIRECTOR Management For
10. RE-ELECT MR. NIALL FITZGERALD, KBE AS A DIRECTOR Management For
11. RE-ELECT MR. IAN STRACHAN AS A DIRECTOR Management Against
12. RE-ELECT MR. RICHARD OLVER AS A DIRECTOR Management For
13. RE-ELECT MR. EDWARD KOZEL AS A DIRECTOR Management For
14. RE-ELECT MR. CHARLES SINCLAIR AS A DIRECTOR Management Against
15. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING OF THE COMPANY AT
WHICH ACCOUNTS ARE L AID BEFORE THE COMPANY
16. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITORS
17. APPROVE THE POWER CONFERRED ON THE DIRECTORS Management For
BY REGULATION 11(A) OF THE COMPAN Y S ARTICLES
OF ASSOCIATION FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE GBP 108 MILLION; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR 21 JUL 2006
S.18 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
GRANT OPTIONS TO ELIGIBLE EMPLOYE ES UNDER THE
REUTERS GROUP PLC INTERNATIONAL SAYE SHARE OPTION
PLAN 1997
S.19 APPROVE THE POWER CONFERRED ON THE DIRECTORS Management For
BY THE REGULATION 11(B) OF THE CO MPANY S ARTICLES
OF ASSOCIATION AND FOR SUCH PERIOD THE SECTION
89 AMOUNT SHAL L BE GBP 17 MILLION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
N EXT AGM OR 21 JUL 2006
S.20 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO 143,540,000 ORDINARY SHARES IN THE CAPITAL
OF THE COMPANY , AT THE MINIMUM PRICE WHICH THE
COMPANY MAY PAY FOR EACH ORDINARY SHARE IS TH
E NOMINAL VALUE PER SHARE AND THE MAXIMUM PRICE
PAY FOR EACH ORDINARY SHARE IS 5% ABOVE THE AVERAGE
OF THE CLOSING MIDDLE MARKET PRICE TAKEN FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHO RITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OR 21 JUL 2006 ; AN D THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
RODAMCO EUROPE NV, ROTTERDAM AGM Meeting Date: 04/21/2005
Issuer: N7518K100 ISIN: NL0000289320 BLOCKING
SEDOL: 5727326, 5727360, 5734047, 5734490
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE REPORT BY THE BOARD OF MANAGEMENT Management
FOR THE FY 2004
3. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management
FOR THE FY 2004
4.a APPROVE THE COMPANY S GENERAL RESERVE AND DIVIDEND Management
POLICY
4.b APPROVE THE DIVIDEND FOR THE FY 2004 Management
5. GRANT DISCHARGE TO THE MANAGEMENT BOARD Management
6. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
7. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management
AND RE-APPOINT A MEMBER OF TH E SUPERVISORY BOARD
8. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other
9. CLOSING Non-Voting
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 14 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
SEMBCORP MARINE LTD AGM Meeting Date: 04/21/2005
Issuer: Y8231K102 ISIN: SG1H97877952
SEDOL: 6205133
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS FOR THE YE 31 DEC 2004
2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 1.0 Management For
CENTS PER SHARE LESS INCOME TAX AND A SPECIAL
DIVIDEND OF 5.0 CENTS PER SHARE LESS INCOME TAX
FOR THE YE 31 D EC 2004
3. RE-ELECT MR. KIYOTAKA MATSUZAWA, WHO WILL RETIRE Management For
BY ROTATION PURSUANT TO ARTIC LE 91 OF THE COMPANY
S ARTICLES OF ASSOCIATION
* ACKNOWLEDGE THE RETIREMENT OF MS. LOW SIN LENG, Non-Voting Non-Vote Proposal
A DIRECTOR RETIRING BY ROTATIO N PURSUANT TO
ARTICLE 91 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. HARUO KUBOTA INDEPENDENT MEMBER Management For
OF THE AUDIT COMMITTEE AS A DIR ECTOR, WHO WILL
CEASE TO HOLD OFFICE PURSUANT TO ARTICLE 97 OF
THE COMPANY S A RTICLES OF ASSOCIATION
5. RE-ELECT MR. LUA CHENG ENG AS A DIRECTOR, WHO Management For
WILL CEASE TO HOLD OFFICE PURSUA NT TO ARTICLE
97 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. APPROVE THE SUM OF SGD 337,000 AS DIRECTORS Management For
FEES FOR THE YE 31 DEC 2004
7. RE-APPOINT MESSRS ERNST AND YOUNG AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: (A) Management For
(I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE,
AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS INSTRUMENTS THAT MIGHT OR W OULD
REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT
LIMITED TO THE CREATION AN D ISSUE OF AS WELL
AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER
INSTRUMEN TS CONVERTIBLE INTO SHARES, AT ANY
TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT, AND
(B) NOTWITHSTANDING THE AUTHORITY CONFERRED
BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE
ISSUE SHARES IN PURSUANCE OF ANY IN STRUMENT
MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION
WAS IN FORCE, PROVIDED THAT: (1) THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED PURSUANT TO THI
S RESOLUTION INCLUDING SHARES TO BE ISSUED IN
PURSUANCE OF INSTRUMENTS MADE O R GRANTED PURSUANT
TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED
IN ACCORDANCE WITH SUB-PARAGRAPH (2) , OF WHICH
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER
THAN ON A PRO RATA BASIS TO SHAREHOLDERS OF THE
COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUAN
CE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO
THIS RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AS CALCULATED IN
ACCORDANCE W ITH SUB-PARAGRAPH (2) , (2) SUBJECT
TO SUCH MANNER OF CALCULATION AS MAY BE P RESCRIBED
BY THE SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED SGX-ST FOR TH E PURPOSE OF DETERMINING
THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED
UND ER SUBPARAGRAPH (1) ABOVE, THE PERCENTAGE
OF ISSUED SHARE CAPITAL SHALL BE BAS ED ON THE
ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE
TIME THIS RESOLUTION I S PASSED, AFTER ADJUSTING
FOR: (I) NEW SHARES ARISING FROM THE CONVERSION
OR E XERCISE OF ANY CONVERTIBLE SECURITIES OR
SHARE OPTIONS OR VESTING OF SHARE AWA RDS WHICH
ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS
RESOLUTION IS PASSED, AND (II) ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF SHARES, (3) IN
EXERCI SING THE AUTHORITY CONFERRED BY THIS RESOLUTION,
THE COMPANY SHALL COMPLY WITH THE PROVISIONS
OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME
BEING IN FORC E UNLESS SUCH COMPLIANCE HAS BEEN
WAIVED BY THE SGX-ST AND THE ARTICLES OF A SSOCIATION
FOR THE TIME BEING OF THE COMPANY; AUTHORITY
EXPIRES EARLIER OF TH E CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT
AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD
9. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
IN ACCORDANCE WITH THE PROV ISIONS OF THE SEMBCORP
MARINE LIMITED SHARE OPTION PLAN SHARE OPTION
PLAN AN D/OR TO GRANT AWARDS IN ACCORDANCE WITH
THE PROVISIONS OF THE SEMBCORP MARINE PERFORMANCE
SHARE PLAN PERFORMANCE SHARE PLAN AND/OR THE
SEMBCORP MARINE RES TRICTED STOCK PLAN RESTRICTED
STOCK PLAN SHARE PLANS , AND ALLOT AND ISSUE
FROM TIME TO TIME SUCH NUMBER OF SHARES OF SGD
0.10 EACH IN THE CAPITAL OF THE COMPANY AS MAY
BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE
OF OPTIONS U NDER THE SHARE OPTION PLAN AND/OR
SUCH NUMBER OF FULLY PAID SHARES AS MAY BE R
EQUIRED TO BE ISSUED PURSUANT TO THE VESTING
OF AWARDS UNDER THE PERFORMANCE S HARE PLAN AND
RESTRICTED STOCK PLAN; PROVIDE THAT THE AGGREGATE
NUMBER OF SHAR ES TO BE ISSUED PURSUANT TO SHARE
PLANS SHALL NOT EXCEED 15% OF THE ISSUED SHA
RE CAPITAL OF THE COMPANY FROM TIME TO TIME
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
SEMBCORP MARINE LTD EGM Meeting Date: 04/21/2005
Issuer: Y8231K102 ISIN: SG1H97877952
SEDOL: 6205133
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For
LISTING MANUAL CHAPTER 9 OF TH E SGX-ST, FOR
THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED
COMPANIES THAT ARE ENTITIES AT RISK AS THAT
TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO
ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN
THE TYPES OF INTERESTED PERSON TR ANSACTIONS
AS SPECIFIED WITH ANY PARTY WHO IS OF THE CLASS
OF INTERESTED PERSO NS, PROVIDED THAT SUCH TRANSACTIONS
ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE
WITH THE REVIEW PROCEDURES FOR SUCH INTERESTED
PERSON TRANSACTIONS ; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND
AU THORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE
AND DO ALL SUCH ACTS AND THIN GS INCLUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY
MAY CON SIDER EXPEDIENT OR NECESSARY OR IN THE
INTERESTS OF THE COMPANY TO GIVE EFFECT TO THE
SHAREHOLDERS MANDATE AND/OR THIS RESOLUTION
2. APPROVE TO MODIFY : (1) RULE 8 (A) OF THE SEMBCORP Management Against
MARINE EXECUTIVES SHARE OP TION SCHEME; (2)
RULE 11.1 OF THE SEMBCORP MARINE SHARE OPTION
PLAN; (3) RULE 9.1 OF THE SEMBCORP MARINE PERFORMANCE
SHARE PLAN AND (4) RULE 9.1 OF THE SEMB CORP
MARINE RESTRICTED STOCK PLAN
- -----------------------------------------------------------------------------------------------------------------------------
SYNTHES INC AGM Meeting Date: 04/21/2005
Issuer: 87162M409 ISIN: US87162M4096 BLOCKING
SEDOL: B014635
- -----------------------------------------------------------------------------------------------------------------------------
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. THANK YOU
1. APPROVE THE REPORT ON THE BUSINESS YEAR 2004 Management
2. APPROVE THE REPORT ON THE FINANCIAL YEAR, THE Management
ANNUAL ACCOUNTS AND THE CONSOLID ATED ACCOUNTS
FOR 2004
3. APPROVE THE REPORT ON THE DIVIDEND APPROVED BY Management
THE BOARD OF DIRECTORS
4. ELECT THE BOARD OF DIRECTORS Management
5. RATIFY THE SELECTION OF THE HOLDING COMPANY AND Management
THE GROUP AUDITORS FOR 2005
6. AMEND THE CERTIFICATE OF INCORPORATION: RESTRICTIONS Management
ON STOCK ISSUANCE
7. MISCELLANEOUS Other
- -----------------------------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS MIX Meeting Date: 04/21/2005
Issuer: F90676101 ISIN: FR0000131708 BLOCKING
SEDOL: 4122018, 4874160, B06PC80
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
E.1 APPROVE TO REDUCE THE NOMINAL VALUE OF THE SHARES Management
BY PROCEEDING WITH THE INCRE ASE OF THE NUMBER
OF THE EXISTING SHARES; IT SHALL RESULT IN THE
EXCHANGE OF 1 PARENT SHARE AGAINST 4 NEW SHARES
BEARING THE SAME ACCRUING DIVIDEND AS THE O LD
SHARES; THE GENERAL MEETING DECIDES TO AMEND
THE ARTICLES OF ASSOCIATION AS FOLLOWS: ARTICLE
6 CAPITAL STOCK : THE SHARE CAPITAL IS SET AT
EUR: 73,597,5 18.70 AND DIVIDED INTO 96,521,336
SHARES OF THE SAME CLASS AND FULLY PAID IN; ARTICLE
14.2 SHARES HELD BY THE DIRECTORS
E.2 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
THE SHARES CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 37,500,00 0.00, BY WAY OF ISSUING COMPANY
S ORDINARY SHARES OR ANY SECURITIES ACCESS TO
SHARES IN THE COMPANY OR TO DEBT INSTRUMENTS,
WITH THE SHAREHOLDERS PREFERENT IAL RIGHT OF
SUBSCRIPTION MAINTAINED, THE TOTAL NOMINAL AMOUNT
OF CAPITAL INCR EASES REFERRED TO IN THE PRESENT
RESOLUTION AND IN RESOLUTION NO. 3 AND SHALL
NOT EXCEED EUR 75,000,000.00; THE AMOUNT OF CAPITAL
INCREASE REFERRED TO IN TH E PRESENT RESOLUTION
PLUS IN RESOLUTION NO. 3 SHALL NOT EXCEED EUR
60,000,000. 00; THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL JOT EXCEED EUR 2,500,000 ,000.00;
THE NOMINAL VALUE OF THE ISSUANCES OF DEBT INSTRUMENTS
SHALL NOT EXCE ED EUR 2,500,000,000.00; AND
AUTHORITY EXPIRES AT THE PERIOD OF 26 MONTHS
; A ND GRANT ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES A ND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.3 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
THE SHARES CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 37,500,00 0.00, BY WAY OF ISSUING COMPANY
S ORDINARY SHARES OR ANY SECURITIES ACCESS TO
SHARES IN THE COMPANY OR TO DEBT INSTRUMENTS,
WITHOUT THE SHAREHOLDERS PREFER ENTIAL RIGHT
OF SUBSCRIPTION; THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHAL L NOT EXCEED EUR 2,500,000,000.00;
THE WHOLE OF THE ISSUANCES OF DEBT INSTRUME NTS
SHALL NOT EXCEED EUR 2,500,000,000.00; AND AUTHORITY
EXPIRES AT THE PERIO D OF 26 MONTHS ; AND GRANT
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NE CESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.4 AUTHORIZE THE BOARD OF DIRECTORS, IN ACCORDANCE Management
WITH THE DELEGATION IN RESOLUT ION NO. 3 AND
NOT EXCEEDING THE ANNUAL LIMIT OF 10% OF THE
COMPANY S CAPITAL , TO SET THE ISSUANCE PRICE
OF THE COMPANY S ORDINARY SHARES AND OR THE SECURIT
IES ACCESS TO ORDINARY SHARES TO BE ISSUED; AND
AUTHORITY EXPIRES AT THE PERI OD OF 26 MONTHS
E.5 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE NUMBER OF INSTRUMENTS FOR EAC H OF THE SHARE
CAPITAL INCREASES SET FORTH IN RESOLUTION NO.
2 AND 3, NOT EXCE EDING 15% OF THE INITIAL ISSUE;
AND AUTHORITY EXPIRES AT THE PERIOD OF 26 MON
THS
E.6 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE MEMBERS
OF THE COMPANY S AVING PLAN; AND AUTHORITY EXPIRES
AT THE PERIOD OF 26 MONTHS AND AN AMOUNT W HICH
SHALL NOT EXCEED 3% OF THE COMPANY CAPITAL; THIS
AMOUNT SHALL COUNT AGAIN ST THE MAXIMUM CEILING
OF CAPITAL INCREASE SET FORTH IN RESOLUTION NO.
2; AND GRANT ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.7 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, NOT EXCEEDING 10% OF THE COMPANY
S CAPITAL , BY WAY OF ISSUING ORDINARY SHARES
OR ANY SECURI TIES ACCESS TO SHARES IN THE COMPANY
IN ORDER TO REMUNERATE CONTRIBUTIONS IN K IND;
AUTHORITY EXPIRES AT THE PERIOD OF 26 MONTHS
; AND GRANT ALL POWERS TO T HE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESS ARY FORMALITIES
E.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS,
BY A MAXIMUM NOMINAL AMOUNT OF EUR 75,000,000.00
BY WAY OF CAPITA LIZING RETAINED EARNING, INCOME
OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CAP
ITALIZABLE ITEMS, TO BE CARRIED OUT THROUGH THE
ISSUE OF BONUS SHARES OR THE R AISE OF THE PAR
VALUE OF THE EXISTING SHARES OR BY UTILIZING
BOTH METHODS; AU THORITY EXPIRES AT THE PERIOD
OF 26 MONTHS ; AND GRANT ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORM ALITIES
E.9 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY HARES Management
OR TO BE ISSUED, SHALL NOT EX CEED 3% OF THE
SHARE CAPITAL, TO THE PROFIT OF THE COMPANY AND
ITS SUBSIDIARIE S EMPLOYEES AND OFFICERS; AUTHORITY
EXPIRES AT THE PERIOD OF 38 MONTHS ; AND GRANT
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
1 OR MORE TRANSACTIONS, TO THE G ENERAL MEETING
PROXY SERVICE PARIS FRANCE , PROFIT OF THE COMPANY
AND ITS SUB SIDIARIES EMPLOYEES AND OFFICERS,
OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIB E
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING
SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED
TH AT THE OPTIONS SHALL NOT GIVE RIGHTS TO A
TOTAL NUMBER OF SHARES, NOT EXCEEDIN G 3% OF
THE CAPITAL; AUTHORITY EXPIRES AT THE PERIOD
OF 38 MONTHS ; AND GRANT ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOM PLISH ALL NECESSARY FORMALITIES
E.11 AUTHORIZED THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARES CAPITAL BY CANCELLING T HE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROV IDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS, NOT EXCEEDING 10%
OF THE CAPITAL; AUTHORITY EXPIRES AT THE PERIOD
OF 5 YEARS ; AND GRANT A LL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPL ISH ALL NECESSARY FORMALITIES
O.12 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management
GENERAL REPORT OF THE STATUTORY AUDITORS, AND
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE F YE 2004
O.13 APPROVE THE EARNINGS FOR THE FY: EUR 104,190,55.76; Management
PRIOR RETAINED EARNINGS: E UR 5,181,519.58; DISTRIBUTABLE
PROFITS: EUR 109,372,070.34; GLOBAL DIVIDEND:
E UR 79,565,158.20; AND THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 3.30 PER SHARE,
AND AN INTERIM DIVIDEND OF EUR 2.00 WAS BE PAID
ON 20 DEC 2004; TH E BALANCE OF THE DISTRIBUTABLE
PROFITS WILL BE CHARGED TO THE CARRY FORWARD
AC COUNT
O.14 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY
O.15 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY THE ARTIC LE L.225-38
AND SEQUENT OF THE FRENCH COMMERCIAL CODE FOR
THE FY 2004
O.16 GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management
OF THEIR DUTIES DURING TH E FY
O.17 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 200.00; MINIMUM SALE PRICE: EUR 100.00;
MAXIMUM NUMBER OF SHARES TO BE ISSUED SHARE CA
PITAL; AUTHORITY EXPIRES AT THE PERIOD OF 18
MONTHS ; AND TO TAKE ALL NECESSA RY MEASURES
AND ACCOMPLISH ALL FORMALITIES NECESSARY FORMALITIES
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL FORMALITIES, FILLINGS AND REGISTRATIONS PRESCRIBED
BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE 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 COMPLET E, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS:
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
29 APR 2005. 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
- -----------------------------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS MIX Meeting Date: 04/21/2005
Issuer: F90676101 ISIN: FR0000131708 BLOCKING
SEDOL: 4122018, 4874160, B06PC80
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 221795 DUE TO ADDITONAL RE SOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
29 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.
E.1 RECEIVE THE BOARD OF DIRECTOR S REPORT TO THE Management
EGM
E.2 APPROVE THE REDUCING OF THE PAR VALUE OF THE Management
SHARE AND MULTIPLYING THE NUMBER OF EXISTING
SHARES BY 4
E.3 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY ISSUING ORDI NARY SHARES
OR ANY OTHER SECURITIES THAT GIVE ACCESS TO THE
SHARE CAPITAL OR G IVE THE RIGHT TO DEBT SECURITIES
WHILE MAINTAINING THE SHAREHOLDERS PREFERENT
IAL SUBSCRIPTION RIGHT
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY ISSUING ORDI NARY SHARES
OR ANY OTHER SECURITIES THAT GIVE ACCESS TO THE
SHARE CAPITAL OR G IVE THE RIGHT TO DEBT SECURITIES
WHILE ELIMINATING THE SHAREHOLDERS PREFERENT
IAL SUBSCRIPTION RIGHT, BUT WITH THE AUTHORITY
TO GRANT A PRIORITY PERIOD
E.5 AUTHORIZE THE BOARD OF DIRECTORS, UNDER THE DELEGATION Management
OF AUTHORITY, TO INCREA SE THE SHARE CAPITAL
WHILE ELIMINATING THE SHAREHOLDERS PREFERENTIAL
SUBSCRIP TION RIGHTS, TO SET THE ISSUE PRICE
OF ORDINARY SHARES OF SECURITIES THAT GIVE ACCESS
TO ORDINARY SHARES UP TO THE ANNUAL LIMIT OF
10% OF THE SHARE CAPITAL
E.6 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT
OF A SHARE CAPITAL INCREASE, WITH OR WITHOUT
ELIMINATING THE SHA REHOLDERS SUBSCRIPTION RIGHT
E.7 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY ISSUES FOR W HICH THE SUBSCRIPTION
IS RESERVED TO THE MEMBERS OF THE GROUP SAVINGS
PLAN
E.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, UP TO THE LIMI T OF 10% OF
THE COMPANY S SHARE CAPITAL, BY ISSUING ORDINARY
SHARES OR ANY SEC URITIES THAT GIVE ACCESS TO
THE SHARE CAPITAL, IN ORDER TO COMPENSATE CONTRIBU
TIONS IN KIND
E.9 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL OF THE COMPANY BY INCORPORATION
OF RESERVES, PROFITS OR PREMIUMS OR OTHER AMOUNT
WHOSE CAPITA LIZATION IS ALLOWED
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT FREE Management
SHARES TO ELIGIBLE OFFICERS AND EMPLOYEES OF
THE COMPANY AND ITS AFFILIATED COMPANIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT OPTIONS Management
TO SUBSCRIBE OR TO PURCHASE SHARES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELING SHAR ES THAT HAVE
PREVIOUSLY BEEN REPURCHASED
O.13 RECEIVE THE BOARD OF DIRECTORS REPORT TO THE Management
OGM
O.14 APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR THE Management
FYE 31 DEC 2004
O.15 APPROVE THE ALLOCATION OF INCOME FOR THE FYE Management
31 DEC 2004, SETTING THE DIVIDEND AND THE PAYMENT
DATE
O.16 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE FYE 31 DEC 2004
O.17 RECEIVE THE SPECIAL REPORT OF THE INDEPENDENT Management
AUDITORS ON THE REGULATED AGREEM ENTS INDICATED
IN ARTICLES L.225-38 ET SEQ. OF THE COMMERCIAL
CODE AND APPROVE THOSE AGREEMENTS
O.18 RELEASE FOR DIRECTORS Management
O.19 APPROVE THE PURCHASE OF THE COMPANY OF ITS SHARES Management
O.20 POWERS FOR FORMALITIES Management
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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
- -----------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 213164, 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.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. APPROVE THE ANNUAL REPORT, THE GROUP AND THE Management
PARENT COMPANY ACCOUNTS FOR 2004, THE REPORTS
OF THE GROUP AND THE STATUTORY AUDITORS
2. APPROVE THE APPROPRIATION OF THE RETAINED EARNINGS, Management
DIVIDEND FOR FY 2004
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE GROUP EXECUTI VE BOARD
4.1.1 RE-ELECT MR. MARCEL OSPEL AS A BOARD MEMBER Management
4.1.2 RE-ELECT MR. LAWRENCE A. WEINBACH AS A BOARD MEMBER Management
4.2.1 ELECT MR. MARCO SUTER AS A BOARD MEMBER Management
4.2.2 ELECT MR. PETER R. VOSER AS A BOARD MEMBER Management
4.3 RE-ELECT ERNST AND YOUNG LTD, BASEL AS THE GROUP Management
AND THE STATUTORY AUDITORS
5.1 APPROVE THE CANCELLATION OF SHARES REPURCHASED Management
UNDER THE 2004/2005 SHARE BUYBA CK PROGRAM AND
THE RESPECTIVE AMENDMENT OF ARTICLE 4 OF THE
ARTICLES OF ASSOCI ATION
5.2 APPROVE THE NEW 2005/2006 SHARE BUY BACK PROGRAM Management
- -----------------------------------------------------------------------------------------------------------------------------
VALEO SA MIX Meeting Date: 04/21/2005
Issuer: F96221126 ISIN: FR0000130338 BLOCKING
SEDOL: 4937579, 5474912, 7165559, 7334832
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETA ILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROX Y CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT H AVE BECOME REGISTERED INTERMEDIARIES,
ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIA
N ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP.TRADES/VOTE INSTRUCTIONS : SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITT ED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION O R A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND TH E GLOBAL CUSTODIAN ADVISES ADP
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE T HAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEAS E THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
03 MAY 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
O.1 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 FY CLOSED ON 31 DEC 2004,
IN THE FORM PRESENTED TO THE MEETING
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRES ENTED TO THE MEETING
O.3 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 REP ORT AND THE AGREEMENTS REFERRED
TO THEREIN
O.4 APPROVE THE ACCOUNTS FOR THE FY CLOSED ON 31 Management
DEC 2004, AND NOTES THAT THEY DO SHOW: A NET
PROFIT OF: EUR 224,701,474.00, THE DISTRIBUTABLE
PROFIT: AMOUNTS T O EUR 1,415,969,791.00, THE
AMOUNT OF THE WITHHOLDING WILL BE DEDUCTED FROM
IT ; AND APPROVE TO APPROPRIATE THE PROFITS AS
FOLLOWS: ADJUSTMENT OF THE TRANSFE RABLE WITHHOLDING:
EUR 83,215,944.00, GLOBAL DIVIDEND: EUR 92,079,926.00,
ALLO CATION OF THE BALANCE TO THE CARRY FORWARD
ACCOUNT: EUR 1,240,673,921.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.10 PER SHARE;
THIS DIVIDEND WILL BE PAID FROM 16 MAY 2005
O.5 APPROVE THE TOTALITY OF THE SUMS ENTERED TO THE Management
SPECIAL RESERVE ON LONG-TERM C APITAL GAINS,
REGISTERED TO THE ACCOUNT REGULATED RESERVES
ON THE BALANCE SHEE T FOR THE FY CLOSED ON 31
DEC 2004, I.E. AN AMOUNT OF EUR 67,873,555.00,
WILL BE TRANSFERRED TO THE OTHER RESERVES ACCOUNT;
A SUM OF EUR 1,901,639.00 CORRES PONDING TO THE
EXCEPTIONAL TAX OF 2.50%, WILL BE WITHDRAWN FROM
THIS RESERVE
O.6 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 70.00, M AXIMUM NUMBER OF SHARES TO
BE TRADED:10% OF THE SHARE CAPITAL; THE GLOBAL
AMOU NT ALLOCATED TO THIS PURCHASE PROGRAM WILL
NOT EXCEED EUR 600,000,000.00; AUT HORITY EXPIRES
AT THE END OF 18 MONTHS , IT SUPERSEDES ANY AND
ALL EARLIER DEL EGATIONS TO THE SAME EFFECT AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.7 RATIFY THE APPOINTMENT OF MR. PIERRE-ALAIN DE Management
SMEDT AS A DIRECTOR, UNTIL THE G ENERAL MEETING
WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL
STATEMENTS FOR FY CLOSED ON 31 DEC 2006
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 76,220,0 00.00, BY WAY OF ISSUING SHARES
AND SECURITIES GIVING ACCESS TO THE SHARE CAPI
TAL, OR BY CAPITALIZING RETAINED EARNINGS, INCOME
OR PAID-IN CAPITAL; IT IS PR ECISED THAT THE
NOMINAL GLOBAL AMOUNT OF THE CAPITAL INCREASES
WHICH COULD BE REALIZED ACCORDINGLY TO THE PRESENT
DELEGATION AND THOSE GIVEN IN RESOLUTIONS NUMBER
O.9, O.10, E.11, O.12, O.13 AND O.15 OF THE PRESENT
MEETING, IS SET TO EUR 180,000,000.00; THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS ARE MAI NTAINED
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 1,520 ,000,000.00 IT IS PRECISED
THAT THE NOMINAL AMOUNT OF THE DEBT INSTRUMENTS
WHI CH COULD BE ISSUED ACCORDINGLY TO THE PRESENT
RESOLUTION AND TO THE RESOLUTION S NUMBER 9 AND
12 OF THE PRESENT MEETING, IS SET TO EUR 2,000,000,000.00;
AUT HORITY EXPIRES AT THE END OF 26 MONTHS ,
IT CANCELS AND REPLACES THE DELEGATIO N SET FORTH
IN RESOLUTION NUMBER 14 AND GIVEN BY THE COMBINED
GENERAL MEETING OF 05 APR, 2004 AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEA SURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.9 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 76,220,0 00,000.00, BY WAY OF ISSUING
OF SHARES OR SECURITIES GIVING ACCESS TO THE
SHAR E CAPITAL, OR BY WAY OF CAPITALIZING RETAINED
EARNINGS, INCOME OR PAID-IN CAPI TAL; THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER PARAGRAPH 3 DE LA RESOLUTION
8; THE SHAREHOLDERS PRE-EMPTIVE RIGHTS A RE
CANCELLED; THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 1,520,000,000.0;
THE NOMINAL MAXIMUM AMOUNT OF THE DEBT INSTRUMENTS
WHICH COU LD BE ISSUED ACCORDING TO THE PRESENT
RESOLUTION AND TO THE RESOLUTIONS NUMBER 8 AND
12 OF THE PRESENT MEETING IS SET TO EUR 2,000,000,000.00;
AUTHORITY EX PIRES AT THE END OF 26 MONTHS ,
IT CANCELS AND REPLACES THE DELEGATION SET FOR
TH IN RESOLUTION NUMBER 15 AND GIVEN BY THE COMBINED
GENERAL MEETING OF 05 APR 2004 AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.10 AUTHORIZE THE BOARD OF DIRECTORS, WITHIN THE Management
LIMIT OF 10% OF THE SHARE CAPITAL , TO ISSUE
SHARES, WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE
RIGHTS, IN PAYMENT OF CONTRIBUTIONS IN KIND CONCERNING
CAPITAL SECURITIES OR SECURITIES GIVING A CCESS
TO THE SHARE CAPITAL
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 7 6,220,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL P AID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR THE RAI SE OF THE PAR VALUE
OF THE EXISTING SHARES OR BY UTILIZING BOTH METHODS;
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 8 3RD PARAGRAPH
; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
THE PRESENT DELEG ATION CANCELS AND REPLACES
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
16 AN D GIVEN BY THE CGM OF 05 APR, 2004 AND
AUTHORIZE THE BOARD OF DIRECTORS TO TAK E ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE NUMBER OF SECURITIES TO BE IS SUED IN CASE
OF CAPITAL INCREASE, WITH OR WITHOUT PRE-EMPTIVE
SUBSCRIPTION RIG HTS; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES DECIDED ACCORDINGLY THE PRESE
NT RESOLUTION, SHALL COUNT AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION N UMBER 8 3RD
PARAGRAPH ; THE NOMINAL VALUE OF THE DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 1,520,000,000.00;
IT IS PRECISED THAT THE NOMINAL MAXIMUM AMOU
NT OF THE DEBT INSTRUMENTS WHICH COULD BE ISSUED
AS PER THE PRESENT RESOLUTION AND THE RESOLUTIONS
8 AND 9 OF THE PRESENT MEETING IS SET TO 2,000,000,000.00
; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY WAY OF ISSUI NG SHARES AND,
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL,
IN ONE OR MOR E TRANSACTIONS, IN FAVOR OF THE
COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPA
NY S SAVINGS PLAN; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS AND FOR AN AMOU NT, WHICH SHALL
NOT EXCEED EUR 2,100,000.00, THIS AMOUNT SHALL
COUNT AGAINST T HE OVERALL VALUE SET FORTH IN
THE RESOLUTION NUMBER 8 3RD PARAGRAPH ; THIS
DE LEGATION OF POWERS SUPERSEDES ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFE CT AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACC OMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
ONE OR MORE TRANSACTIONS, TO EMP LOYEES AND EVENTUALLY
TO OFFICERS TO BE CHOSEN BY IT, OPTIONS GIVING
THE RIGHT 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 NOT EXCEED 4,500,00; AUTHORITY EXPIRES
AT THE END OF 38 MONTHS ; ; THIS DELEGAT ION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT AN D AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLI SH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN Management
ONE OR MORE TRANSACTIONS, TO TH E ALLOCATION
OF FREE SHARES IN ISSUE OR TO BE ISSUED THE
PREFERENCE SHARES BE ING EXCLUDED IN FAVOR OF
THE EMPLOYEES AND OFFICERS, THE NUMBER OF SHARES
IN ISSUE OF TO BE ISSUED WILL NOT EXCEED 10%
OF THE SHARE CAPITAL; THE NOMINAL MA XIMUM AMOUNT
OF THIS CAPITAL INCREASE, REALIZED AS PER THE
PRESENT DELEGATION, SHALL COUNT AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION NUMBER 8 3RD P
ARAGRAPH ; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; AND AUTHORIZE THE BOAR D OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FOR MALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH THE STOCK REPURCHASE
PLAN, PROVI DED THAT THE TOTAL NUMBER OF SHARES
CANCELLED DOES NOT EXCEED A NUMBER OF 6,25 0,040
SHARES OF A PAR VALUE OF EUR 3.00 NOMINAL MAXIMUM
AMOUNT EUR 18,750,000 .00 ; THESE PURCHASES WILL
HAVE TO BE REALIZED WITHIN THE FRAME OF A TAKEOVER,
THE PURCHASE PRICE WILL BE EUR 40.00 AFTER THE
CUTTING OFF OF THE DIVIDEND F OR THE FY 2004
; AUTHORITY EXPIRES AT THE END OF 31 DEC 2005
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECES
SARY FORMALITIES
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELING SELF -DETAINED 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 ISSUED SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.18 AMEND THE ARTICLES OF ASSOCIATION NUMBER 9- TRANSFER Management
OF SHARES
O.19 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
- -----------------------------------------------------------------------------------------------------------------------------
VIENNA INTL ARPT AGM Meeting Date: 04/21/2005
Issuer: A2048U102 ISIN: AT0000911805 BLOCKING
SEDOL: 4359690, 5358715
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT, REPORTING OF MANAGEMENT Management
BOARD AND SUPERVISORY BOARD ON THE FY 2004
2. APPROVE THE ALLOCATION OF THE NET INCOME OF THE Management
FY 2004
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
AND THE SUPERVISORY BOARD DURING THE FY 2004
4. APPROVE THE STATUARY ALLOWANCE OF THE SUPERVISORY Management
BOARD FOR 2004
5. ELECT THE AUDITORS FOR 2005 Management
- -----------------------------------------------------------------------------------------------------------------------------
VOLKSWAGEN AG, WOLFSBURG OGM Meeting Date: 04/21/2005
Issuer: D94523103 ISIN: DE0007664039 BLOCKING
SEDOL: 0309291, 0930550, 4924430, 4930545, 4940629, 4971425, 5497146, 5497168, 97254, 5497265, 5497276, 5497920, 7158623
- -----------------------------------------------------------------------------------------------------------------------------
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 THIS IS AN AGM. THANK YOU. Non-Voting
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting
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 Non-Voting
PROFIT OF EUR 419,014,574.84 A S FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.11 PER PREFERENCE
SHARE; THE REMAINDER SHALL BE CARRIED FORW ARD
EX-DIVIDEND AND PAYABLE DATE 22 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTOR Non-Voting
S
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting
5. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Non-Voting
SECTION 3, REGARDING ANNOUNCEMEN TS OF THE COMPANY
BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE
SECTION 23 (3), REGARDING THE USE OF ELECTRONIC
MEANS OF COMMUNICATION FOR SHAREHOLDERS MEETINGS
SECTION 5(2), REGARDING THE SHAREHOLDERS RIGHT
TO CERTIFICATION OF T HEIR SHARES BEING EXCLUDED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Non-Voting
WITH THE LAW ON CORPORATE INTE GRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLD ERS MEETINGS UMAG BECOMING EFFECTIVE
AS PER 01 NOV 2005, AS FOLLOWS: SECTIO N 20(2),
REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING SECTION 22, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHO LDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEME
NT TO ATTEND THE SHAREHOLDERS MEETING OR TO
EXERCISE THEIR VOTING RIGHTS SECT ION 23(4),
REGARDING THE CHAIRMAN OF THE SHARE-HOLDERS
MEETING BEING AUTHORIZ ED TO LIMIT THE TIME FOR
QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS
7. APPROVE THAT THE ORDINARY SHARES MAY BE SOLD Non-Voting
EXCEPT FOR PURPOSES OF SECURITIES TRADING, FLOATED
ON FOREIGN STOCK EXCHANGES, USED FOR ACQUISITION
PURPOSES OR FOR SATISFYING OPTION AND/OR CONVERTIBLE
RIGHTS AND RE-TIRED; AND AUTHORIZE T HE BOARD
OF MANAGING DIRECTOR S TO ACQUIRE ORDINARY AND/OR
PREFERENCE SHARES O F THE COMPANY OF UP TO 10%
OF THE SHARE CAPITAL, AT A PRICE DIFFERING NEITHER
MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES
IF THE SHARES ARE ACQUIRED TH ROUGH THE STOCK
EXCHANGE, NOR MORE THAN 20% IF THE SHARES ARE
ACQUIRED BY WAY OF A RE-PURCHASE OFFER; THESE
AUTHORIZATIONS SHALL BE EFFECTIVE FROM 23 OCT
20 05, UNTIL 21 OCT 2006
8. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Non-Voting
FOR THE 2005 FY THE AUDITORS FOR THE YEAR 2005
* PLEASE NOTE THAT THIS AGENDA IS AVAILABLE IN Non-Voting
GERMAN AND ENGLISH. THANK YOU.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
VOLKSWAGEN AG, WOLFSBURG OGM Meeting Date: 04/21/2005
Issuer: D94523145 ISIN: DE0007664005 BLOCKING
SEDOL: 0308908, 0930549, 4930318, 4930556, 4930794, 4930857, 4931496, 5493382, 97016, 5497061, 5497072, 5497094, 5497102,
5497919, 5497931, 6122351, 6930703, 7159336
- -----------------------------------------------------------------------------------------------------------------------------
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 THE ANNUAL Management
REPORT FOR THE 2004 FY, ALONG WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND T HE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 419,014,574.84 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A D IVIDEND OF EUR 1.11 PER PREFERENCE
SHARE; THE REMAINDER SHALL BE CARRIED FORWA RD
EX-DIVIDEND AND PAYABLE DATE: 22 APRIL 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management
SECTION. 3, REGARDING ANNOUNCEME NTS OF THE COMPANY
BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE;
SECTION. 23(3), REGARDING THE USE OF ELECTRONIC
MEANS OF COMMUNICATION FOR SHARE HOLDE RS MEETINGS;
SECTION 5(2), REGARDING THE SHAREHOLDERS RIGHT
TO CERTIFICATION O F THEIR SHARES BEING EXCLUDED
6. 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 BECOMING EFFECTIVE
AS PER 01 NOV 2005, AS FOLLOWS: SECTION 20(2),
REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS P RIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE S HAREHOLDERS MEETING; SECTION 22, REGARDING
SHAREHOLDERS INTENDING TO ATTEND TH E SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER SEVEN DAYS
PRIOR TO THE SHARE HOLDERS MEETING AND TO PROVIDE
A PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLE
MENT TO ATTEND THE SHAREHOLDERS MEETING OR TO
EXERCISE THEIR VOTING RIGHTS; SE CTION 23(4),
RE THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING
AUTHORIZED TO L IMIT THE TIME FOR QUESTIONS AND
ANSWERS AT SHAREHOLDERS MEETINGS
7. GRANT AUTHORITY TO DISPOSE AND ACQUIRE OWN SHARES Management
ORDINARY SHARES MAY BE SOLD EXCEPT FOR PURPOSES
OF SECURITIES TRADING, FLOATED ON FOREIGN STOCK
EXCHANGES, USED FOR ACQUISITION PURPOSES OR FOR
SATISFYING OPTION AND/OR CONVERTIBLE RIG HTS,
AND RETIRED; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO ACQUIRE ORDINA RY AND/OR PREFERRED
SHARES OF THE COMPANY OF UP TO 10%. OF THE SHARE
CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN
5% FROM THE MARKET PRICE OF THE SHARES IF THE
SHARES ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF TH E SHARES ARE ACQUIRED
BY WAY OF A REPURCHASE OFFER; AUTHORITY EXPIRES
AT THE END OF 21 OCT 2006
8. APPOINT PRICEWATERHOUSECOOPERS DEUTSCHE REVISION Management
AG, HANOVER, AS THE AUDITORS FOR THE FY 2005
* 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.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
ALLIANCE UNICHEM PLC AGM Meeting Date: 04/22/2005
Issuer: G0182K124 ISIN: GB0009165720
SEDOL: 0916572, 5475711, 5829675
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS, THE INDEPENDENT Management For
AUDITORS REPORT AND THE AUDITED FINANCIAL STATEMENTS
OF THE COMPANY AND THE GROUP FOR THE YE 31 DEC
20 04
2. APPROVE THE BOARD REPORT ON REMUNERATION Management For
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. ELECT MR. IAN MEAKINS AS A DIRECTOR Management For
5. RE-ELECT MS. STEFANO PESSINA AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION UNDER THE ARTICLES OF ASSOCIATION
6. RE-ELECT MR. STEVE DUNCAN AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION UNDER THE ART ICLES OF ASSOCIATION
7. RE-ELECT MR. NEIL CROSS AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION UNDER THE ARTIC LES OF ASSOCIATION
8. RE-ELECT MR. PAOLO SCARONI AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION UNDER THE AR TICLES OF ASSOCIATION
9. RE-APPOINT DELOITTE & TOUCHE LLP, CHARTERED ACCOUNTANTS, Management For
AS THE AUDITORS OF TH E COMPANY AND AUTHORIZE
THEIR REMUNERATION BE DETERMINED BY THE DIRECTORS
10. APPROVE THE WAIVER OF THE OBLIGATION WHICH WOULD Management For
OTHERWISE ARISE PURSUANT TO R ULE 9 OF THE CITY
CODE ON TAKEOVERS AND MERGERS, FOR ANY 1 OR MORE
OF ALLIANCE SANTE PARTICIPATION S.A, STEFANO
PESSINA AND ORNELLA BARRA AND ANY 1 OF THEIR
CLOSE RELATIVES AND RELATED TRUSTS TOGETHER
THE CONCERT PARTY TO MAKE A GEN ERAL OFFER FOR
ALL THE ORDINARY SHARES OF THE COMPANY IN CONNECTION
WITH: 1) T HE ELECTION BY ANY MEMBER OF THE CONCERT
PARTY AS A SHAREHOLDER IN THE COMPANY TO RECEIVE
AN ALLOTMENT OF ORDINARY SHARES INSTEAD OF CASH;
I) IN RESPECT OF THE FINAL DIVIDEND OF 12.25
PENCE OR ANY PART THEROF DECLARED UNDER RESOLUTI
ON NUMBER 3; AND II) IN RESPECT OF ANY INTERIM
DIVIDEND FOR THE 6 MONTHS ENDIN G 30 JUN 2005;
AND 2) THE EXERCISE OR TAKE UP BY ANY 1 OR MORE
MEMBERS OF THE CONCERT PARTY OF OPTIONS IN RESPECT
OF UP TO A MAXIMUM OF 275,625 ORDINARY SHA RES
IN AGGREGATE IN THE CAPITAL OF THE COMPANY PURSUANT
TO THE ALLIANCE UNICHE M SHARE INCENTIVE PLAN,
PROVIDED THAT SUCH APPROVAL SHALL ONLY APPLY
TO THE EX TENT THAT THE ELECTION DESCRIBED IN
SUB-PARAGRAPH (1) AND THE EXERCISE OR TAKE UP
DESCRIBED IN SUB-PARAGRAPH (2) OF THIS RESOLUTION
DOES NOT RESULT IN MEMBE RS OF THE CONCERT PARTY
HOLDINGS IN AGGREGATE MORE THAN 31% OF THE ISSUED
SHAR E CAPITAL OF THE COMPANY ALL AS MORE FULLY
DESCRIBED IN THE COMMENTARY OF THE BUSINESS OF
THE AGM AND THE APPENDIX TO THIS NOTICE
11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY AUTHORITY AND FOR THE PURPOSE OF SECTION
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTIO N 80 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 7,473,153.10; AUTHORITY EXPIRE
S AT THE END OF 5 YEARS ; AND THE DIRECTORS MAY
ALLOT ANY RELEVANT SECURITIES IN PURSUANCE OF
AN SUCH AN OFFER OR AGREEMENT MADE BY THE COMPANY
WITHIN THAT PERIOD
S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE COMPANIES ACT
FOR CASH PURSUANT T O THE AUTHORITY CONFERRED
BY RESOLUTION 11, DISAPPLYING THE STATUTORY PRE-EMPT
ION RIGHTS SECTION 89(1) , PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTME NT OF EQUITY
SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE,
IN FAVOUR OF AL L HOLDERS OR RELEVANT EQUITY
SECURITIES; AND B) UP TO AN AGGREGATE NOMINAL
AMO UNT OF GBP 1,790,973.8; AND THE DIRECTORS
TO ALLOT ANY EQUITY SECURITIES IN P URSUANCE
OF AN OFFER OR AGREEMENT ENTERED INTO BY THE
COMPANY WITHIN THAT PER IOD
13. AUTHORIZE THE DIRECTORS TO OFFER ORDINARY SHAREHOLDERS Management For
IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY THE RIGHT TO ELECT
TO RECEIVE AND ALLOTMENT OF ADDITIONAL ORDINARY
SHARES CREDITED AS FULLY PAID IN STEAD OF CASH
IN RESPECT OF ANY DIVIDEND OR ANY PART THEREOF
PROPOSED TO BE PAID OR DECLARED ON OR AT ANY
TIME IN THE PERIOD ENDING 5 YEARS FROM THE PASSI
NG OF THIS RESOLUTION
S.14 AMEND ARTICLES OF ASSOCIATION OF THE COMPANY Management For
15. AUTHORIZE THE COMPANY: A) TO MAKE DONATIONS TO Management For
EU POLITICAL ORGANIZATIONS, AS DEFINED IN SECTION
347A OF THE ACT, NOT EXCEEDING GBP 150,000 IN
TOTAL; AND B) TO INCUR EU POLITICAL EXPENDITURE,
AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING
GBP 150,000 IN TOTAL DURING THE PERIOD OF 4 YEARS
BEGINNING WITH TH E DATE OF PASSING THIS RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
BANCO POPOLARE DI VERONA E NOVARA SCRL, VERONA MIX Meeting Date: 04/22/2005
Issuer: T1866D101 ISIN: IT0003262513 BLOCKING
SEDOL: 7378261
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE BOARD OF DIRECTORS, INTERNAL AND Management
EXTERNAL AUDITORS REPORTS ON FY 2005; TO SUBMIT
BALANCE SHEET REPORTS AND TO RESOLVE UPON PROFIT
ALLOCATION; C ONSOLIDATED BALANCE SHEET REPORTS
AND SOCIAL BALANCE SHEET REPORT
O.2 APPOINT THE EXTERNAL AUDITORS FOR 3 YEARS TERM Management
2005/2007 FOR THE BALANCE SHEET AND THE CONSOLIDATED
BALANCE SHEET AND ACCOUNTING REVIEW AS PER ARTICLE
155 O F THE LEGISLATIVE DECREE NO. 58 OF 24 FEB
1998, AS WELL AS FOR THE REVIEW OF B I-ANNUAL
REPORT AND CONSOLIDATED BI-ANNUAL REPORT AS PER
CONSOB REGULATION NO. 10867/97 CONSEQUENT POWERS
BESTOWAL
O.3 APPROVE TO STATE MEDALS FOR PRESENCE TO BE ATTRIBUTED Management
TO THE DIRECTORS OF FY 2 005
O.4 APPOINT THE DIRECTORS FOR 3 YEARS TERM 2005/2007 Management
O.5 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management
FOR 3 YEARS TERM 2005/2007 AN D TO STATE THEIR
EMOLUMENTS AS PER ARTICLES 45 OF THE BYLAW
O.6 APPOINT THE BOARD OF ARBITRATORS FOR 3 YEARS Management
TERM 2005/2007
E.1.a AMEND SOME ARTICLES OF THE BYLAW AND TO INTRODUCE Management
A NEW ARTICLE 48-BIS, ALSO I N ORDER TO COPE
WITH THE NEW LAW PROVISIONS STATED BY THE LAW
DECREE NO. 5-6 O F 17 JAN 2005, NO. 37 OF 06
FEB 2004 AND NO. 310 OF 28 DEC 2004 COMPANY
S LAW REFORM
E.1.b APPROVE THE RESOLUTIONS RELATED THERETO AND POWER Management
BESTOWAL
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
THE SAME DATE 23 APR 2005 AT 9:30 A.M. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. PLE ASE
BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET O R THE MEETING IS CANCELLED.
THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA MIX Meeting Date: 04/22/2005
Issuer: F4113C103 ISIN: FR0000133308 BLOCKING
SEDOL: 4617428, 5176177, 5356399, 5897650, B067338
- -----------------------------------------------------------------------------------------------------------------------------
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;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR TH E YE 31 DEC 2004 AND THE EARNINGS
FOR THIS FY EUR 6,619,330,115.41; AND GRANT DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR
THE PERFORMANCE OF THEI R DUTIES DURING THE SAID
FY
O.2 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management
DIRECTORS AND THE REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE F Y 2004
O.3 APPROVE TO APPROPRIATE THE PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 6,619,3 30,115.41; APPROPRIATION
OF EUR 305,731,528.78 TO THE LEGAL RESERVE, THUS
AMOU NTING TO EUR 767,264,305.98; DISTRIBUTABLE
PROFITS: EUR 5,808,899,046.88; BALA NCE OF THE
DISTRIBUTABLE PROFITS TO THE CARRY FORWARD ACCOUNT;
THE SHAREHOLDER S WILL RECEIVE A NET DIVIDEND
OF EUR 0.48 PER SHARE, ELIGIBLE FOR THE 50% ALLO
WANCE AND WITHOUT TAX CREDIT AS THIS ONE HAS
BEEN CANCELLED SINCE 01 JAN 2005 THIS DIVIDEND
WILL BE PAID ON 03 JUN 2005; AND AUTHORIZE THE
BOARD OF DIRECTOR S TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES AS R
EQUIRED BY LAW
O.4 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND APPROVE, AS REQUIRED BY ARTIC LE 39 IV OF
FINANCIAL LAW NUMBER 2004-1485 OF 30 DEC 2004,
FOR 2004: TO CANCEL THE APPROPRIATION TO A SECONDARY
ACCOUNT OF THE LEGAL RESERVE, SPECIFIC TO TH
E SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS
ACCOUNT, OF THE AMOUNT OF 31 DEC 2004 WHICH WAS
OF EUR 1,511,605.26 TO CHARGE, IN PRIORITY, TO
THE SPECIAL RESE RVE OF LONG-TERM CAPITAL GAINS
ACCOUNT OR SECONDARILY THE CARRY FORWARD ACCOUN
T, THE TAXES AMOUNT DUE TO THIS OPERATION
O.5 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.6 RATIFY THE CO-OPTATION OF MR. DIDIER LOMBARD Management
AS DIRECTOR FOR THE REMAINING PER IOD OF HIS
PREDECESSOR S TERM OF OFFICE, MR. THIERRY BRETON
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management
LOMBARD AS A DIRECTOR FOR A PERIOD OF 5 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARCEL Management
ROULETTE AS A DIRECTOR FOR A PERIOD OF 5 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. STEPHANE Management
RICHARD AS A DIRECTOR FOR A PERIOD OF 5 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ARNAUD Management
LAGARDERE AS A DIRECTOR FOR A PERIOD OF 5 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management
MARTRE AS A DIRECTOR FOR A PE RIOD OF 5 YEARS
O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management
DUFAU AS A DIRECTOR FOR A P ERIOD OF 5 YEARS
O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
SIMONIN AS A DIRECTOR FOR A PE RIOD OF 5 YEARS
O.14 APPOINT MR. JEAN-YVES BASSUEL AS A DIRECTOR REPRESENTING Management
SHAREHOLDERS STAFF ME MBERS, FOR A PERIOD OF
5 YEARS
O.15 APPOINT MR. BERNARD GINGREAU AS A DIRECTOR REPRESENTING Management
SHAREHOLDERS STAFF MEM BERS, FOR A PERIOD OF
5 YEARS
O.16 APPOINT MR. STEPHANE TIERCE AS A DIRECTOR REPRESENTING Management
SHAREHOLDERS STAFF MEMB ERS, FOR A PERIOD OF
5 YEARS
O.17 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 500,000.00 Management
TO THE BOARD OF DIRECTORS
O.18 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
RELATING TO THE CHANGE OF DELOITT E ET ASSOCIES
CORPORATE NAME, PREVIOUSLY CALLED DELOITTE TOUCHE
TOHMATSU-AUDI T, AS A CONSEQUENCE OF THE AMALGAMATION-MERGER
OF DELOITTE TOUCHE TOHMATSU BY THE DELOITTE TOUCHE
TOHMATSU-AUDIT FIRM, NOTES THAT SAID AMALGAMATION-MERGER
A S WELL AS CORPORATE S NAME CHANGE MENTIONED
WILL HAVE NOT HAVE ANY EFFECT ON D ELOITTE ET
ASSOCIES TERM OF OFFICE
O.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE CGM ON 01 SEP 2004,
TO TRADE IN THE COMPANY S SHARES ON THE STOCK
MARKET, PROVIDE D THAT IT SHALL NOT EXCEED 10%
OF THE CAPITAL AND AS PER THE FOLLOWING CONDITI
ONS: MAXIMUM PURCHASE PRICE: EUR 40.00, MINIMUM
SALE PRICE: SET UP IN ACCORDAN CE WITH LEGAL
PROVISIONS IN FORCE; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 APPROVE, IN ACCORDANCE WITH ARTICLE L.228-40 Management
OF THE FRENCH COMMERCIAL CODE, TO CANCEL THE
AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS
BY THE RESOLUTION 6 OF THE COMBINED GENERAL MEETING
OF MAY 2002, TO ISSUE BONDS, SIMILAR SECURITIE
S OR OTHER DEBT SECURITIES
O.21 AMEND THE ARTICLE OF ASSOCIATION NUMBER 9: FORM Management
OF SHARES, IN ORDER TO ADAPT I T TO THE NEW PROVISIONS
OF ARTICLE L.228-2 OF THE FRENCH COMMERCIAL CODE
O.22 APPROVE THE TRANSFER OF THE COMPANY TO THE PRIVATE Management
SECTOR, AND AMEND THE FOLLO WING ARTICLES OF
ASSOCIATION: ARTICLE NUMBER 13 ENTITLED BOARD
OF DIRECTORS; A RTICLE NUMBER 14 ENTITLED CHAIRMAN
OF THE BOARD OF DIRECTORS APPOINTMENT; ARTI CLE
NUMBER 15 ENTITLED DELIBERATIONS OF THE BOARD;
ARTICLE NUMBER 17 ENTITLED POWERS OF THE BOARD
OF DIRECTORS CHAIRMAN; ARTICLE NUMBER 18 ENTITLED
GENERAL MANAGEMENT; AND ARTICLE NUMBER 19 ENTITLED
DEPUTY GENERAL MANAGEMENT
O.23 AMEND THE FOLLOWING ARTICLES OF ASSOCIATION REFERRING Management
TO THE AGE LIMIT: ARTICL E NUMBER 14 - CHAIRMAN
OF THE BOARD OF DIRECTORS 70 YEARS ; ARTICLE
NUMBER 16 GENERAL MANAGEMENT 70 YEARS ; AND
ARTICLE NUMBER 19- DEPUTY GENERAL 70 YEA RS
O.24 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
4,000,000,000.00 BY WAY OF ISSUING, WITH PREFERENTIAL
SUBSCRIPTI ON RIGHT OF SHAREHOLDERS MAINTAINED,
COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED
SECURITIES GIVING ACCESS TO A COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, OF WHICH HALF
OF THE CAPITAL IS OWNED BY THE COMPANY; THE MAXIMU
M NOMINAL AMOUNT OF DEBT SECURITIES SHALL NOT
EXCEED EUR 10,000,000,000.00; A UTHORITY EXPIRES
AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
IT CANCELS, FOR THE FRACTION UNUSED, THE ONE
GIVEN BY RESOLUTION 9 OF THE CGM OF 25 FEB 2003
O.25 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE CAPITAL BY EUR 4,000,000,000. 00 BY WAY OF
ISSUING THE PREFERENTIAL SUBSCRIPTION RIGHT OF
SHAREHOLDERS, COMP ANY S EXISTING ORDINARY SHARES
OR TO BE ISSUED SECURITIES GIVING ACCESS TO A
C OMPANY S EXISTING ORDINARY SHARES OR TO BE
ISSUED, OF WHICH HALF OF THE CAPITA L IS OWNED
BY THE COMPANY; THE MAXIMUM NOMINAL AMOUNT OF
DEBT SECURITIES SHALL NOT EXCEED EUR 10,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; IT CANCELS, FOR THE
FRACTION UNUSED, THE ONE GIVEN BY THE RESOLUTION
10 OF TH E CGM OF 25 FEB 2003
O.26 RECEIVE THE GENERAL REPORT OF THE BOARD OF DIRECTORS Management
AND THE SPECIAL REPORT OF THE AUDITORS; AUTHORIZE
THE BOARD OF DIRECTORS, IN THE EVENT OF ISSUES
OF ORD INARY SHARES OR SECURITIES GIVING ACCESS
TO ORDINARY SHARES, WITHOUT THE SHARE HOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT, TO FIX THE
ISSUING PRICE, WITHIN THE LIMIT OF 10 % OF THE
COMPANY CAPITAL IN 12 MONTHS; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
O.27 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE NUMBER OF SECURITIES TO BE IS SUED IN THE
EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
PREFERENTIAL SUBSCRIP TION RIGHT OF SHAREHOLDERS,
WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE;
AUT HORITY EXPIRES AT THE END OF 26 MONTHS
O.28 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management
COMPANY S ORDINARY SHARES OR SEC URITIES GIVING
ACCESS TO ORDINARY SHARES, IN CONSIDERATION FOR
SECURITIES TEND ERED IN A PUBLIC EXCHANGE OFFER
INITIATED BY THE COMPANY, PROVIDED THAT THE TO
TAL INCREASE OF THE NOMINAL AMOUNT OF THE SHARE
CAPITAL DOES NOT EXCEED EUR 4, 000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
IT CANCELS FOR TH E FRACTION UNUSED, THE ONE
GIVEN BY THE RESOLUTION 11 OF THE CGM OF 25 FEB
200 3
O.29 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY 10% OF THE S HARE CAPITAL,
BY WAY OF ISSUING THE COMPANY S ORDINARY SHARES
AND SECURITIES G IVING ACCESS TO THE COMPANY
S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN
CON SIDERATION FOR THE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND COMPRISED OF EQUITY
SECURITIES OR SECURITIES GIVING ACCESS TO THE
SHARE CAPITAL; AUTHOR ITY EXPIRES AT THE END
OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES
AND A CCOMPLISH ALL NECESSARY FORMALITIES
O.30 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management
COMPANY S ORDINARY SHARES CONSEQ UENTLY TO SECURITIES
ISSUED TO ONE OF THE COMPANY S SUBSIDIARIES;
THE SAID SEC URITIES GIVING ACCESS TO ORDINARY
SHARES OF THE COMPANY; THE CEILING OF THE NO
MINAL AMOUNT IS OF EUR 4,000,000,000.00 AND SHALL
COUNT AGAINST THE OVERALL VA LUE SET FORTH IN
THE RESOLUTION O.10; AUTHORITY EXPIRES AT THE
END OF 26 MONT HS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITI
ES; IT CANCELS, FOR THE FRACTION UNUSED, THE
ONE GIVEN BY THE RESOLUTION 12 OF THE CGM OF
25 FEB 2003
O.31 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management
COMPANY S ORDINARY SHARES RESERV ED TO THE PEOPLE
HAVING SIGNED A LIQUIDITY AGREEMENT WITH THE
COMPANY AS SHARE HOLDERS OR HOLDERS OF OPTIONS
GRANTING THE RIGHT TO SUBSCRIBE FOR SHARES OF
TH E ORANGE S.A. COMPANY; THE MAXIMUM NOMINAL
AMOUNT OF THE SHARE INCREASE SHALL NOT EXCEED
EUR 400,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AN D TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
IT CANCELS FOR THE FRACTION UNUSED, GRANTED BY
THE CGM OF 01 SEP 2004 IN THE RESO LUTION 4
O.32 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management
LIQUIDITY SECURITIES ON OPTIONS ILO FREE OF
CHARGE, RESERVED TO THE HOLDERS OF THE OPTIONS
GRANTING THE RIGH T TO SUBSCRIBE FOR SHARES OF
ORANGE S.A HAVING SIGNED A LIQUIDITY AGREEMENT;
T HE MAXIMUM NOMINAL AMOUNT OF THE SHARE INCREASE
SHALL NOT EXCEED EUR 400,000,0 00.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.33 APPROVE THAT, AS A CONSEQUENCE OF ADOPTION OF Management
PREVIOUS 9 RESOLUTIONS, THE MAXI MUM NOMINAL
VALUE OF THE CAPITAL INCREASES TO BE CARRIED
OUT UNDER THESE DELEG ATIONS OF AUTHORITY SHALL
NOT EXCEED EUR 8,000,000,000.00
O.34 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management
FRANCE OR ABROAD, IN ONE OR MORE TRANSACTIONS,
SECURITIES GIVING RIGHTS TO THE ALLOCATION OF
DEBT SECURITIES; THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 10,000,000,00 0.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
TO TAKE ALL NECESSARY MEASU RES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.35 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AND ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 2,0 00,000,000.00 BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR PREMIUMS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALU E OF THE EXISTING
SHARES, OR BY UTILIZING BOTH METHODS; AUTHORITY
EXPIRES AT T HE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NE
CESSARY FORMALITIES; THE PRESENT DELEGATION CANCELS
FOR THE FRACTION UNUSED, T HE DELEGATION SET
FORTH IN THE RESOLUTION 14 AND GIVEN BY THE GENERAL
MEETING OF 25 FEB 2003
O.36 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS
OF A COMPAN Y SAVINGS PLAN; FOR A MAXIMUM NOMINAL
AMOUNT OF THE SHARE INCREASE OF EUR 1,00 0,000,000.00;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; THE PRESENT DELEGATI
ON CANCELS FOR THE FRACTION UNUSED, THE DELEGATION
SET FORTH IN THE RESOLUTION 4 AND GIVEN BY THE
GENERAL MEETING OF 01 SEP 2004
O.37 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDE D THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 1
0% OF THE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND TO TAKE AL L NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
THE PRESENT DEL EGATION CANCELS FOR THE FRACTION
UNUSED, THE DELEGATION SET FORTH IN THE RESOL
UTION 16 AND GIVEN BY THE GENERAL MEETING OF
25 FEB 2003
O.38 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 CRIBES 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 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
- -----------------------------------------------------------------------------------------------------------------------------
GROUPE DANONE MIX Meeting Date: 04/22/2005
Issuer: F12033134 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437, B018SX1, B01HK10,
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
22 APR 2005. 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
O.1 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
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE FY, ENDING ON 31 DEC 200 4
O.3 APPROVE THAT THE PROFITS FOR THE FY AMOUNT TO Management
EUR 422,978,494.25 AND THE PRIOR RETAINED EARNINGS
AMOUNT TO EUR 1,268,339,828.36, AND TO APPROPRIATE
THE DISP OSABLE PROFITS OF EUR 1,696,305,822.61
AS FOLLOWS: GLOBAL DIVIDEND: EUR 361,92 8,952.00;
CARRY FORWARD ACCOUNT: EUR 1,334,376,870.61;
AN AMOUNT OF EUR 200,00 0,000.00 CHARGED TO THE
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS WILL
BE TRA NSFERRED TO THE ORDINARY RESERVES ACCOUNT;
AN AMOUNT OF EUR 4,987,500.00 CHARG ED TO THE
ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO
THE CARRY FORWARD ACC OUNT FOLLOWING THIS APPROPRIATION;
THE CARRY FORWARD ACCOUNT WILL AMOUNT TO EU R
1,339,634,370.61; THE SHAREHOLDERS TO RECEIVE
A NET DIVIDEND OF EUR 1.35 PER SHARE AND THIS
DIVIDEND WILL BE PAID ON 17 MAY 2005
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
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BRUNO Management
BONNELL AS DIRECTOR FOR A PER IOD OF 3 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management
DAVID-WEILL AS A DIRECTOR FO R A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management
NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management
VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 RATIFY THE CO-OPTATION OF MR. HIROKATSU HIRANO Management
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 RATIFY THE CO-OPTATION OF MR. JEAN LAURENT, AS Management
A DIRECTOR UNTIL THE OGM CALLED TO DELIBERATE
ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005
O.11 APPOINT MR. BERNARD HOURS AS A DIRECTOR FOR A Management
PERIOD OF 3 YEARS
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANY S SHARES ON THE STOCK MARKET, AS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE
PRICE: EUR 60.00 ; MAXIMUM NUMBER OF SHARES TO
BE TRADED: 18,000,000; AUTHORITY IS GIVEN FOR
A PERIOD OF 18 MONTHS ; APPROVE TO CANCEL AND
REPLACE THE DELEGATION SET FORTH IN RESOLUTION
12 AND GIVEN BY THE COMBINED GENERAL MEETING
OF 15 APR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS
H ALL NECESSARY FORMALITIES
O.13 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management
DELEGATION SET FORTH IN RESOLU TION 12 AND GIVEN
BY THE COMBINED GENERAL MEETING OF 11 APR 2003,
TO ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS
OR SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 2,000,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 5 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management
DELEGATION SET FORTH IN RESOLU TION 13 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINA L AMOUNT
OF EUR 45,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPAN Y AND SECURITIES GIVING
ACCESS TO THE SHARE CAPITAL, PREFERENTIAL RIGHT
OF SUB SCRIPTION MAINTAINED AND THE NOMINAL VALUE
OF DEBT SECURITIES ISSUED NOT EXCEE DING EUR
2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS
H ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management
DELEGATION SET FORTH IN RESOLU TION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINA L AMOUNT
OF EUR 33,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPAN Y AND SECURITIES GIVING
ACCESS TO THE SHARE CAPITAL, WITHOUT THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED PROVIDED
THAT THE NOMINAL VALUE O F DEBT SECURITIES ISSUED
SHALL NOT EXCEED EUR 2,000,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS, FOR THE ISSUES Management
REFERRED TO IN RESOLUTIONS 14 AND 15, TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
O.17 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management
DELEGATION SET FORTH IN RESOLU TION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE
SHARES AND S ECURITIES GIVING ACCESS TO THE SHARE
CAPITAL AS A REMUNERATION OF SHARES TENDE RED
TO ANY PUBLIC EXCHANGE OFFER MADE BY THE COMPANY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.18 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE THE Management
COMPANY S SHARES AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE
CONTRIBUTIONS I N KIND, PROVIDED THAT IT DOES
NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.19 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE ONE Management
OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, SECURITIES
GIVING RIGHTS TO THE ALLOCATION OF THE DEBT SECURITIES
SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED
TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED
THAT THE NOMINAL VALUE OF DEBT SECURITIES TO
BE ISSUED SHALL NO T EXCEED EUR 2,0000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLI SH ALL NECESSARY
FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00
BY WAY OF CAPITA LIZING RETAINED EARNINGS, INCOME
OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CA
PITALIZABLE ITEMS, TO BE CARRIED OUT THROUGH
THE ISSUE AND ALLOCATION OF FREE SHARES OR THE
RAISE OF THE PAR VALUE OF THE EXISTING SHARES
OR BY SIMULTANEOUS LY; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIR ECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management
DELEGATION SET FORTH IN RESOLU TION 15 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004 , TO INCREASE
THE SHAR E CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY
SAVINGS PLAN PROVIDED T HAT THE AMOUNT SHALL
NOT EXCEED 2,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURE S
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, EMPLOYEES Management
AND OFFICERS, REPLACING THE DELEGATION SET FORTH
IN RESOLUTION 15 AND GIVEN BY THE GENERAL MEETING
OF 15 APR 2004, TO PURCHASE COMPANY S EXISTING
SHARES, PROVIDED THAT THE TOTAL NU MBER OF SHARES
NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES A
ND ACCOMPLISH ALL NECESSARY FORMALITIES
E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ONE OR MORE Management
TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES,
EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES,
PROVIDED T HAT THE TOTAL NUMBER OF SHARES NOT
TO EXCEED 0.40% OF THE COMPANY S SHARE CAPI TAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DI RECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIE S
O.24 AUTHORIZE THE BOARD OF DIRECTORS IN SUBSTITUTION Management
TO THE EARLIER AUTHORIZATIONS , TO REDUCE THE
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN C ONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHAR
ES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED
10% OF THE CAPITAL; AUTHORITY I S GIVEN FOR
A PERIOD OF 24 MONTHS
O.25 GRANT ALL POWERS TO THE BEARER OF THE A COPY Management
OF AN EXTRACT OF THE MINUTES OF T HIS MEETING
IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting
ON 12 APR 2005 HAS BEEN POSTPONE D AND WILL BE
HELD ON SECOND CALL ON 22 APR 2005. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YO
UR ORIGINAL INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
ITALCEMENTI FABBRICHE RIUNITE CEMENTO SPA, BERGAMO OGM Meeting Date: 04/22/2005
Issuer: T5976T104 ISIN: IT0001465159 BLOCKING
SEDOL: 5975891, 5975932
- -----------------------------------------------------------------------------------------------------------------------------
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
23 APR 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 BALANCE SHEET REVIEW AS OF 31 DEC Management
2004, THE BOARD OF DIRECTORS MA NAGEMENT REPORT
AND THE INTERNAL AUDITORS REPORT; RESOLUTIONS
THERETO
2. GRANT AUTHORITY TO BUY OWN SHARES AND TO DISPOSE Management
THEM
3. APPROVE TO INTEGRATE EXTERNAL AUDITORS EMOLUMENTS Management
FOR THE YEAR 2004
4. APPOINT EXTERNAL AUDITORS FOR THE BALANCE SHEET, Management
THE CONSOLIDATED BALANCE SHEE T AND THE BI-YEARLY
REPORT AUDITING AND FOR THE ACCOUNTING REVIEW
FOR THE YEAR S 2005, 2006 AND 2007
- -----------------------------------------------------------------------------------------------------------------------------
ORIENT OVERSEAS (INTERNATIONAL) LTD AGM Meeting Date: 04/22/2005
Issuer: G67749120 ISIN: BMG677491208
SEDOL: 6659116, B06GRY4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE AUDITED FINANCIAL STATEMENTS AND THE Management For
REPORTS OF THE DIRECTORS AND TH E AUDITORS FOR
THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DECEMBER Management For
2004
3. APPROVE THAT, CONDITIONAL UPON THE LISTING COMMITTEE Management For
OF THE STOCK EXCHANGE OF HONG KONG LIMITED GRANTING
LISTING OF AND PERMISSION TO DEAL IN THE NEW
SHARES OF USD 0.10 EACH INDIVIDUALLY A BONUS
SHARE AND COLLECTIVELY THE BONUS SHARE S IN
THE CAPITAL OF THE COMPANY TO BE ISSUED: A) TO
CAPITALIZE SUCH AMOUNT NE CESSARY TO GIVE EFFECT
TO THE ISSUE OF THE BONUS SHARES THAT IS FOR
THE TIME B EING STANDING TO THE CREDIT OF THE
SHARE PREMIUM ACCOUNT OF THE COMPANY AND AU THORIZE
THE DIRECTORS TO APPLY SUCH SUM IN PAYING UP
IN FULL AT PAR USD 0.10 SUCH NUMBER OF BONUS
SHARES TO BE ALLOTTED AND ISSUED AS FULLY PAID
TO THE SH AREHOLDERS OF THE COMPANY ON THE BASIS
OF 1 BONUS SHARE FOR EVERY 10 ISSUED OR DINARY
SHARES OF USD 0.10 EACH HELD BY SUCH SHAREHOLDERS
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
OF THE COMPANY AT THE CLOSE OF BUSINESS ON 22
APR 200 5 AND TO ALLOT AND ISSUE SUCH BONUS SHARES;
B) THE BONUS SHARES TO BE ISSUED S HALL RANK
PARI PASSU IN ALL RESPECTS WITH THE EXISTING
ISSUED SHARES OF THE CO MPANY AS AT THE DATE
OF ISSUE OF SUCH BONUS SHARES; C) NO FRACTIONAL
BONUS SHA RES IF ANY SHALL BE ALLOTTED TO THE
SHAREHOLDERS OF THE COMPANY AND FRACTION AL ENTITLEMENTS
WILL BE ROUNDED DOWN TO THE NEAREST WHOLE NUMBER
AND AUTHORIZE THE DIRECTORS TO DEAL WITH ANY
FRACTIONS ARISING FRONT THE DISTRIBUTION BY TH
E SALE OF THE BONUS SHARES REPRESENTING SUCH
FRACTIONS AND TO RETAIN THE NET P ROCEEDS FOR
THE BENEFIT OF THE COMPANY; AND D) AUTHORIZE
THE DIRECTORS TO DO A LL ACTS AND THINGS AS MAY
BE NECESSARY AND EXPEDIENT IN CONNECTION WITH
THE IS SUE OF BONUS SHARES
4. RE-ELECT THE DIRECTORS AND FIX THEIR REMUNERATION Management For
FOR 2005
5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
AND AUTHORIZE THE BOARD OF D IRECTORS TO FIX
THEIR REMUNERATION
6.A 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 OR WARRANTS DURING AND
AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY OTH ERWISE THAN
PURSUANT TO: A RIGHTS ISSUE; OR BONUS ISSUE;
OR ISSUE OF SCRIPT DI VIDENDS OR THE EXERCISE
OF RIGHTS OF SUBSCRIPTION OR CONVERSION UNDER
THE TERM S OF ANY SHARES, BONDS, WARRANTS OR
OTHER SECURITIES CARRYING A RIGHT TO SUBSC RIBE
FOR OR PURCHASE SHARES OF THE COMPANY ISSUED
BY THE COMPANY OR A SUBSIDIA RY OR WHOSE ISSUE
IS AUTHORIZED; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUS ION OF THE NEXT AGM OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED
BY LAW OR THE BY-LAW OF THE COMPANY TO BE HELD
6.B AUTHORIZE THE COMPANY TO PURCHASE SHARES OF ALL Management For
CLASSES IT THE CAPITAL OF THE COMPANY, SECURITIES
CONVERTIBLE INTO SHARES AND OPTIONS, WARRANTS
OR SIMILAR R IGHTS TO SUBSCRIBE FOR OR PURCHASE
ANY SHARES OR SUCH CONVERTIBLE SECURITIES, PROVIDED
HOWEVER THAT THE AGGREGATE NOMINAL AMOUNT OF
SUCH SHARES, OR AS THE CASE MAY BE CONVERSION,
SUBSCRIPTION OR PURCHASE RIGHTS ATTACHING TO
THE RESP ECTIVE SECURITY, TO BE PURCHASED SHALL
NOT EXCEED 10%, OF THE AGGREGATE NOMINA L AMOUNT
OF SUCH SHARES, OR AS THE CASE MAY BE CONVERSION,
SUBSCRIPTION, OR PURCHASE RIGHTS ATTACHING TO
THAT SECURITY, IN ISSUE AS AT THE DATE OF PASSING
OF THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE N EXT AGM OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED
BY LAW OR THE BY-LAW OF THE COMPANY TO BE HELD
6.C APPROVE THE GENERAL MANDATE GRANTED TO THE DIRECTORS Management For
TO ALLOT SHARES PURSUANT TO THE RESOLUTION SET
OUT IN ITEM 6(A) OF THE NOTICE OF THIS MEETING
BE EXTEND ED BY THE ADDITION THERETO OF AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMO UNT OF
THE SHARE CAPITAL OF THE COMPANY PURCHASED, OR
THAT SHARE CAPITAL WHICH WOULD FALL TO BE SUBSCRIBED
OR PURCHASED PURSUANT TO THE CONVERSION, SUBSCRIP
TION OR PURCHASE RIGHTS ATTACHING TO ANY OTHER
SECURITIES PURCHASED, BY THE CO MPANY PURSUANT
TO THE AUTHORITY GRUNTED BY THE RESOLUTION SET
OUT IN ITEM 6(B) OF THE NOTICE OF THIS MEETING,
PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARES,
OR AS THE CASE MAY BE CONVER SION, SUBSCRIPTION
OR PURCHASE RIGHTS ATTACHING TO THAT SECURITIES,
IN ISSUE A S AT THE DATE OF PASSING OF THIS RESOLUTION
S.7 AMEND THE EXISTING BYE-LAW 87(2) OF THE COMPANY Management For
S BYE-LAWS BY DELETING IN ITS ENTIRETY AND SUBSTITUTING
THERE FOR THE FOLLOWING: AT EACH AGM ONE-THIRD
OF TH E DIRECTORS FOR THE TIME BEING OR, IF
THEIR NUMBER IS NOT A MULTIPLE OF THREE , THE
NUMBER NEAREST TO BUT NOT LESS THIN ONE-THIRD
SHALL RETIRE FROM OFFICE BY ROTATION PROVIDED
THAT EVERY DIRECTOR SHALL BE SUBJECT TO RETIREMENT
AT LEA ST ONCE EVERY THREE YEARS
- -----------------------------------------------------------------------------------------------------------------------------
SEMBCORP LOGISTICS LTD AGM Meeting Date: 04/22/2005
Issuer: Y8144Q113 ISIN: SG1J98892651
SEDOL: 6359320
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND AUDITED Management For
ACCOUNTS FOR THE YE 31 DEC 2004 AND THE AUDITORS
REPORT THEREON
2. APPROVE THE PAYMENT OF A FINAL ONE-TIER TAX-EXEMPT Management For
DIVIDEND FOR THE FYE 31 DEC 2004 OF AN AMOUNT
WHICH, TOGETHER WITH THE ORDINARY INTERIM DIVIDEND
OF 1.8 C ENTS PER SHARE PAID OUT IN SEPTEMBER
2004, WILL RESULT IN THE COMPANY PAYING, IN AGGREGATE,
ORDINARY DIVIDENDS AMOUNTING TO 33% OF THE COMPANY
S FY 2004 OPE RATING EARNINGS OF SGD 106.6 MILLION
3. RE-ELECT MR. KOH SOO KEONG AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION PURSUANT TO ARTICLE 93 OF
THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT PROF. WEE CHOW HOU AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION PURSUANT TO ARTICLE 93 OF
THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. RICHARD E. HALE AS A DIRECTOR, WHO Management Against
WILL CEASE TO HOLD OFFICE PURS UANT TO ARTICLE
99 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. HON CHIA CHUN, NOEL AS A DIRECTOR, Management For
WHO WILL CEASE TO HOLD OFFICE PURSUANT TO ARTICLE
99 OF THE COMPANY S ARTICLES OF ASSOCIATION
7. APPROVE THE SUM OF SGD 479,750 AS THE DIRECTORS Management For
FEES FOR THE YE 31 DEC 2004
8. RE-APPOINT MESSRS. KPMG AS THE AUDITORS OF THE Management For
COMPANY AND AUTHORIZE THE DIREC TORS TO FIX THEIR
REMUNERATION
9. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For
I) ISSUE SHARES IN THE CAPITAL O F THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR II ) MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS COLLECTIVELY, INSTRUMENTS TH AT
MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING
BUT NOT LIMITED TO TH E CREATION AND ISSUE OF
AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES
OR OT HER INSTRUMENTS CONVERTIBLE INTO 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; AND B) NOTWITHSTANDING THE AUTHORITY
CONFER RED BY THIS RESOLUTION MAY HAVE CEASED
TO BE IN FORCE , TO ISSUE SHARES IN PUR SUANCE
OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS
WHILE THIS RESOLUTIO N WAS IN FORCE, PROVIDED
THAT: I) THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED PURSUANT TO THIS RESOLUTION INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INS TRUMENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION ,
DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH
SUB- PARAGRAPH (II) BELOW , OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED OT HER THAN ON
A PRO RATA BASIS TO SHAREHOLDERS OF THE COMPANY
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS
RESO LUTION DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AS CAL CULATED
IN ACCORDANCE WITH SUB-PARAGRAPH (II) BELOW ;
II) SUBJECT TO SUCH MAN NER OF CALCULATION AS
MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES
T RADING LIMITED SGX-ST FOR THE PURPOSE OF
DETERMINING THE AGGREGATE NUMBER O F SHARES THAT
MAY BE ISSUED UNDER SUB-PARAGRAPH (I) ABOVE,
THE PERCENTAGE OF I SSUED SHARE CAPITAL SHALL
BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE TIME THIS RESOLUTION IS PASSED, AFTER
ADJUSTING FOR: 1) NEW SHARES ARIS ING FROM THE
CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES
OR SHARE OPT IONS OR VESTING OF SHARE AWARDS
WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIM
E THIS RESOLUTION IS PASSED; AND 2) ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISIO N OF SHARES; III)
IN EXERCISING THE AUTHORITY CONFERRED BY THIS
RESOLUTION, TH E COMPANY SHALL COMPLY WITH THE
PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST
FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE
HAS BEEN WAIVED BY THE SG X-ST AND THE ARTICLES
OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY;
AUTH ORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE DATE BY
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY LAW TO BE HELD
10. AUTHORIZE THE DIRECTORS TO: A) OFFER AND GRANT Management Against
OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF
THE SEMBCORP LOGISTICS SHARE OPTION PLAN THE
SHARE OPTION PLAN AND/OR GRANT AWARDS IN ACCORDANCE
WITH THE PROVISIONS OF THE SEMBCORP LOGISTI CS
PERFORMANCE SHARE PLAN THE PERFORMANCE SHARE
PLAN AND/OR THE SEMBCORP LO GISTICS RESTRICTED
STOCK PLAN THE RESTRICTED STOCK PLAN THE SHARE
OPTION PL AN, THE PERFORMANCE SHARE PLAN AND
THE RESTRICTED STOCK PLAN, TOGETHER THE SHA RE
PLANS ; AND B) ALLOT AND ISSUE FROM TIME TO TIME
SUCH NUMBER OF SHARES OF S GD 0.25 EACH IN THE
CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO
BE ISSUED PUR SUANT TO THE EXERCISE OF OPTIONS
UNDER THE SHARE OPTION PLAN AND/OR SUCH NUMBE
R OF FULLY PAID SHARES AS MAY BE REQUIRED TO
BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER
THE PERFORMANCE SHARE PLAN AND/OR THE RESTRICTED
STOCK PLAN, PROVIDED THAT THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED PURSUANT TO THE SHAR E
PLANS SHALL NOT EXCEED 15% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY FROM T IME TO TIME
11. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF CHAPTER Management For
9 OF THE LISTING MANUAL OF THE SGX-ST CHAPTER
9 , FOR THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED
COMP ANIES THAT ARE ENTITIES AT RISK AS THAT
TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO
ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN
THE TYPES OF INTER ESTED PERSON TRANSACTIONS
WITH ANY PARTY WHO IS OF THE CLASS OF INTERESTED
PER SONS, PROVIDED THAT SUCH TRANSACTIONS ARE
MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE
WITH THE REVIEW PROCEDURES FOR SUCH INTERESTED
PERSON TRANSACTIO NS; AND AUTHORIZE THE DIRECTORS
OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACT
S AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS
AS MAY BE REQUIRED AS TH EY MAY CONSIDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF THE COMPANY
TO G IVE EFFECT TO THE SHAREHOLDERS MANDATE AND/OR
THIS RESOLUTION; AUTHORITY EXPI RES AT THE CONCLUSION
OF NEXT AGM OF THE COMPANY
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
SOGECABLE, S.A. OGM Meeting Date: 04/22/2005
Issuer: E8900A114 ISIN: ES0178483139
SEDOL: 5730669, 5736388, B05K8P5
- -----------------------------------------------------------------------------------------------------------------------------
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
27 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, BALANCE Management
SHEET, PROFIT AND LOSS ACCOUN T AND NOTES TO
THE ACCOUNTS, AND OF THE MANAGEMENT REPORT OF
THE COMPANY AND I TS CONSOLIDATED GROUP AND THE
APPLICATION OF PROFITS OF THE YEAR 2004
2. APPROVE THE MANAGEMENT OF THE BOARD OF DIRECTORS Management
DURING THE YEAR 2004
3. APPROVE THE RESIGNATION, DISMISSAL AND APPOINTMENT Management
OF THE DIRECTORS
4. APPROVE TO ADOPT THE APPROPRIATE RESOLUTIONS Management
WITH THE FINANCIAL AUDITORS OF TH E COMPANY AND
ITS CONSOLIDATED GROUP, UNDER THE PROVISIONS
OF SECTION 42 OF TH E SPANISH COMMERCIAL CODE,
CODIGO DE COMERCIO, AND SECTION 204 OF THE SPANISH
LIMITED COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS
5. APPROVE TO CONFIRM THE GENERAL ASSIGNMENT IN Management
FAVOUR OF SOGECABLE S.A., OF THE ASSETS AND LIABILITIES
OF THEFOLLOWING FIRMS: GESTION DE DERECHOS AUDIOVISUALE
S Y DEPORTIVOS, S.A, SERVICIOS TECNICOS TE SOGECABLE
S.L., CABLE ANTENA S.A. A ND PLATAFORMA LOGISTICA
DE USUARIOS DE SOGECABLE S.L., WHOSE ONLY PARTNER
IS S OGECABLE, S.A., THROUGH WINDING UP WITHOUT
LIQUIDATION WITH THE RESTRUCTURING AND RATIONALIZATION
PROCESS OF THE GROUP; APPROVE TO CONFIRM OF THE
ACTIONS TA KEN BY THE BOARD OF DIRECTORS
6. AMEND ARTICLE 5 ABOUT THE SHARE CAPITAL OF THE Management
COMPANY OF THE ARTICLES OF ASSO CIATION TO REFLECT
THE GOVERNING LAW TO PERMIT THE ISSUING OF NON
VOTING AND C ALLABLE SHARES
7. APPROVE TO INCREASE EUR 3,141,188 CAPITAL INCREASE Management
ISSUE OF 1,570,594 CALLABL E SHARES, CLASS B,
SERIES B2005, B2006, B2007 AND B2008, WITH A
NOMINAL VALUE OF EUR 2 EACH PLUS AN ISSUANCE
PREMIUM OF EUR 0.50; TOTAL EXCLUSION OF THE
P REFERENTIAL SUBSCRIPTION RIGHT DUE TO THE NEW
SHARES BEING INTENDED FOR THE ST OCK OPTIONS
PLAN APPROVED BY THE GENERAL MEETINGS HELD ON
16 MAY 2000 AND 13 M AY 2003; APPROVE THE PROVISIONS
FOR THE INCOMPLETE SUBSCRIPTION OF FIXING UP
THE BUY BACK TERMS; GRANT TO THE BOARD OF DIRECTORS
TO CARRY OUT THE CAPITAL I NCREASE INCLUDING
AMENDMENT TO ARTICLE 5 OF THE ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF DIRECTORS TO PASS A RESOLUTION Management
REGARDING THE CAPITAL IN CREASE TO A MAXIMUM
OF 20,000,000 EUROS, WITH POWERS TO EXCLUDE THE
PREFERENTI AL SUBSCRIPTION RIGHT
9. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management
THE BUY BACK OF OWN SHARES EITHE R DIRECTLY OR
INDIRECTLY WITHIN THE LIMITS AND REQUIREMENTS
PROVIDED BY LAW, R ENDERING VOID THE AUTHORIZATION
GRANTED BY THE GENERAL MEETING HELD ON 16 MAR
2004 CONCERNING THE DERIVATIVE ACQUISITION OF
OWN SHARES
10. AUTHORIZE THE BOARD OF DIRECTORS TO CONSTRUE, Management
AMEND, DEVELOP AND IMPLEMENT THE ABOVE RESOLUTIONS
AS WELL AS FOR THEIR PUBLIC RECORDING
- -----------------------------------------------------------------------------------------------------------------------------
UNITED OVERSEAS LAND LTD AGM Meeting Date: 04/22/2005
Issuer: V95768103 ISIN: SG1S83002349
SEDOL: 6916844
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS Management For
OF THE DIRECTORS AND THE AUDI TORS FOR THE YE
31 DEC 2004
2. DECLARE A FINAL TAX-EXEMPT (ONE-TIER) DIVIDEND Management For
OF 6.0 CENTS PER ORDINARY SHARE FOR THE YE 31
DEC 2004
3. APPROVE THE DIRECTORS FEES OF SGD 230,000 FOR Management For
2004
4.1 RE-APPOINT MR. WEE CHO YAW AS A DIRECTOR OF THE Management Against
COMPANY, PURSUANT TO SECTION 1 53(6) OF THE COMPANIES
ACT, CHAPTER 50
4.2 RE-APPOINT MR. LIM KEE MING AS A DIRECTOR OF Management For
THE COMPANY
4.3 RE-APPOINT MR. ALAN CHOE FOOK CHEONG AS A DIRECTOR Management For
OF THE COMPANY
5. RE-ELECT MR. WONG YUEN WENG ERNEST, WHO RETIRES Management For
PURSUANT TO ARTICLE 94OF THE C OMPANY S ARTICLES
OF ASSOCIATION
6. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For
THE AUDITORS OF THE COMPANY AND A UTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
7.A AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER
AND GRANT OPTIONS IN ACCORDANCE WITH THE REGULATION
OF THE UOL 2 000 SHARE OPTION SCHEME 2000 SCHEME
AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS
UNDER THE 2000 SCHEME, PROVIDED THAT THE AGGREGATE
NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS
RESOLUTION SHALL NOT EXCEED 15 % OF THE ISSUED
SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME
7.B AUTHORIZE THE DIRECTORS TO ISSUE FURTHER SHARES Management For
IN THE COMPANY AT ANY TIME TO SUCH PERSONS, UPON
SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES
AS THE DIRE CTORS MAY IN THEIR ABSOLUTE DISCRETION
DEEM FIT, PROVIDED THAT THE AGGREGATE N UMBER
OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION
SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY FOR THE TIME BEING
8. TRANSACT ANY OTHER BUSINESS Other Against
- -----------------------------------------------------------------------------------------------------------------------------
WHITBREAD PLC AGM Meeting Date: 04/22/2005
Issuer: G9606P114 ISIN: GB0030345457
SEDOL: 3034545
- -----------------------------------------------------------------------------------------------------------------------------
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. APPROVE THAT THE TRANSACTION AND THE ASSOCIATED Management For
AND ANCILLARY ARRANGEMENTS CON TEMPLATED BY THE
TRANSACTION DOCUMENTS AS SPECIFIED AND INCLUDING,
WITHOUT L IMITATION, THE PROVISIONS OF AND ANY
FUTURE ACTIONS TAKEN BY THE COMPANY OR AN Y OF
ITS SUBSIDIARIES OR SUBSIDIARY UNDERTAKINGS FROM
TIME TO TIME, PURSUANT T O THE EXIT PROVISIONS
AS SPECIFIED IN THE JOINT VENTURE AGREEMENT DATED
13 MAR 2005 BETWEEN WHITBREAD GROUP PLC, WHITBREAD
GUARANTEE COMPANY TWO LIMITED, MA RRIOTT UK ACQUISITION
COMPANY LIMITED, CONDOR OVERSEAS HOLDINGS LIMITED
AND IN TERNATIONAL HOTEL LICENSING. S.A.R.L AS
SPECIFIED AND AUTHORIZE THE DIRECTORS OF THE
COMPANY OR ANY DULY AUTHORIZED COMMITTEE THEREOF
BE AUTHORIZED TO DO OR PROCURE TO BE DONE ALL
SUCH ACTS OR THINGS ON BEHALF OF THE COMPANY
AND ANY OF ITS SUBSIDIARIES AS THEY CONSIDER
NECESSARY OR EXPEDIENT FOR THE PURPOSE O F GIVING
EFFECT TO THE TRANSACTION WITH SUCH MODIFICATIONS,
VARIATIONS, REVISI ONS, WAIVERS OR AMENDMENTS
NOT BEING MODIFICATIONS, VARIATIONS, REVISIONS
OR AMENDMENTS WHICH ARE OF A MATERIAL NATURE
AS THE DIRECTORS OF THE COMPANY, OR A DULY AUTHORIZED
COMMITTEE THEREOF MAY DEEM NECESSARY, EXPEDIENT
OR APPROPRI ATE
2. APPROVE THAT, SUBJECT TO AND CONDITIONAL UPON Management For
RESOLUTION 1 BEING PASSED AND CO MPLETION OF
THE TRANSACTION, AND SUBJECT TO AND WITH EFFECT
FROM ADMISSION OF THE NEW ORDINARY SHARES AS
SPECIFIED TO THE OFFICIAL LIST OF THE UNITED
KING DOM LISTING AUTHORITY AND TO TRADING ON
THE LONDON STOCK EXCHANGE BECOMING EFF ECTIVE:
A) ALL THE ORDINARY SHARES OF 50 PENCE EACH IN
THE CAPITAL OF THE COMP ANY AND AUTHORIZE THE
COMPANY, WHETHER ISSUED OR UNISSUED, SHALL BE
SUB-DIVIDE D INTO NEW ORDINARY SHARES OF 8 1/3
PENCE EACH IN THE CAPITAL OF THE COMPANY THE
INTERMEDIATE SHARES ; B) I) ALL INTERMEDIATE
SHARES THAT ARE UNISSUED SHAL L BE CONSOLIDATED
INTO NEW ORDINARY SHARES OF 58 1/3 PENCE EACH
IN THE CAPITAL OF THE COMPANY THE UNISSUED NEW
ORDINARY SHARES , PROVIDED THAT, WHERE SUCH CONSOLIDATION
WOULD OTHERWISE RESULT IN A FRACTION OF AN UNISSUED
NEW ORDINARY SHARE, THAT NUMBER OF INTERMEDIATE
SHARES WHICH WOULD OTHERWISE CONSTITUTE SU CH
FRACTION SHALL BE CANCELLED PURSUANT TO SECTION
121(2)(E) OF THE COMPANIES ACT 1985; AND II)
ALL INTERMEDIATE SHARES THAT ARE IN THE ISSUE
SHALL BE CONSO LIDATED INTO NEW ORDINARY SHARES
OF 58 1/3 PENCE EACH IN THE CAPITAL OF THE CO
MPANY THE NEW ORDINARY SHARES , PROVIDED THAT,
WHERE SUCH CONSOLIDATION RESUL TS IN ANY MEMBER
BEING ENTITLED TO A FRACTION OF A NEW ORDINARY
SHARE, SUCH FR ACTION SHALL, SO FAR AS POSSIBLE,
BE AGGREGATED WITH THE FRACTIONS OF A NEW OR
DINARY SHARE TO WHICH OTHER MEMBERS OF THE COMPANY
MAY BE ENTITLED AND THE AUT HORIZE THE DIRECTORS
OF THE COMPANY TO SELL OR APPOINT ANY OTHER
PERSON TO SE LL TO ANY PERSON , ON BEHALF OF
THE RELEVANT MEMBERS, ALL THE NEW ORDINARY SHA
RES REPRESENTING SUCH FRACTIONS AT THE BEST PRICE
REASONABLY OBTAINABLE TO ANY PERSON, AND TO DISTRIBUTE
THE PROCEEDS OF SALE (NET OF EXPENSES) IN DUE
PROPO RTION AMONG THE RELEVANT MEMBERS ENTITLED
THERETO SAVE THAT ANY FRACTION OF A PENNY WHICH
WOULD OTHERWISE BE PAYABLE SHALL BE ROUNDED UP
OR DOWN IN ACCORDA NCE WITH THE USUAL PRACTICE
OF THE REGISTRAR OF THE COMPANY AND THAT ANY
DIRE CTOR OF THE COMPANY OR ANY PERSON APPOINTED
BY THE DIRECTORS OF THE COMPANY SHALL BE AND
IS HEREBY AUTHORIZED TO EXECUTE AN INSTRUMENT
OF TRANSFER IN RESP ECT OF SUCH SHARES ON BEHALF
OF THE RELEVANT MEMBERS AND TO DO ALL ACTS AND
TH INGS THE DIRECTORS CONSIDER NECESSARY OR DESIRABLE
TO EFFECT THE TRANSFER OF S UCH SHARES TO, OR
IN ACCORDANCE WITH THE DIRECTIONS OF, ANY BUYER
OF ANY SUCH SHARES
- -----------------------------------------------------------------------------------------------------------------------------
ARM HOLDINGS PLC, CAMBRIDGE AGM Meeting Date: 04/25/2005
Issuer: G0483X122 ISIN: GB0000595859
SEDOL: 0059585, 5951761
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL REPORT AND THE ACCOUNTS Management For
FOR YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 0.42 PENCE PER SHARE Management For
IN RESPECT OF THE YE 31 DEC 2 004
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE FYE 31 DEC 2004
4. ELECT MR. JEREMY SCUDAMORE AS A DIRECTOR Management For
5. ELECT MR. PHILIP ROWLEY AS A DIRECTOR Management For
6. ELECT MR. SIMON SEGARS AS A DIRECTOR Management For
7. RE-ELECT MR. SIR ROBIN SAXBY AS A DIRECTOR Management For
8. RE-ELECT MR. MIKE MULLER AS A DIRECTOR Management For
9. RE-ELECT MR. TUDOR BROWN AS A DIRECTOR Management For
10. RE-ELECT MR. DOUG DUNN AS A DIRECTOR Management For
11. RE-ELECT MR. JOHN SCARISBRICK AS A DIRECTOR Management For
12. RE-ELECT MR. TIM SCORE AS A DIRECTOR Management For
13. RE-APPOINT PRICEWATERHOUSECOPPERS LLP AS THE Management For
AUDITORS OF THE COMPANY TO HOLD T HE OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS A RE LAID BEFORE THE COMPANY AND
AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION
OF THE AUDITORS
14. AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF UP TO
136,800,000 SHA RES OF 0.05 PENCE EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
0. 05 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARE S DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOU S 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY HELD IN 2006 OR 25 JUL 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
ASM PACIFIC TECHNOLOGY LTD AGM Meeting Date: 04/25/2005
Issuer: G0535Q117 ISIN: KYG0535Q1174
SEDOL: 6002453
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE DIRE CTORS AND AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF HKD 1.05 PER SHARE Management For
FOR THE YE 31 DEC 2004
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 BOARD Management For
OF DIRECTORS TO FIX THEIR REMU NERATION
5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
ITS OWN SHARES, DURING THE RELEVANT PERIOD, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS,
NOT EX CEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
- -----------------------------------------------------------------------------------------------------------------------------
EMPORIKI BANK OF GREECE SA AGM Meeting Date: 04/25/2005
Issuer: X14744100 ISIN: GRS006013007 BLOCKING
SEDOL: 4212823, 5518188
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BOARD OF DIRECTORS AND THE CERTIFIED Management
AUDITORS REPORTS ON THE ANNUA L FINANCIAL STATEMENTS,
PARENT AND CONSOLIDATED, FOR THE FY 2004
2. APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR THE Management
FY 2004
3. APPROVE THE DECISION TAKING FOR THE EXEMPTION Management
OF THE BOARD OF DIRECTORS, THE M EMBERS AND CERTIFIED
AUDITORS FROM ANY LIABILITY FOR INDEMNITY FOR
THE FY 2004
4. APPROVE THE BOARD OF DIRECTORS REMUNERATION FOR Management
THE FY 2004AND PRE-APPROVAL OF SAME FOR THE FY
2005
5. APPROVE THE REMUNERATION FOR MEMBERS OF THE BOARD Management
OF DIRECTORS, WHICH ARE MEMB ERS OF THE AUDIT
COMMITTEE, FOR THE YEAR 2004 AND PRE-APPROVAL
OF SAME FOR THE YEAR 2005
6. ELECT THE AUDITORS, REGULAR AND SUBSTITUTE FOR Management
THE YEAR 2005
7. GRANT THE PERMISSION TO THE BOARD OF DIRECTORS, Management
THE MEMBERS AND THE MANAGERS F OR THEIR PARTICIPATION
IN THE BANKS GROUP OF COMPANIES BOARD OF DIRECTORS
OR T HE MANAGEMENT, PURSUING THE SAME OR SIMILAR
BUSINESS GOALS, ACCORDING TO ARTIC LE 23PARA.1
OF C.L.2190/1920
8. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS IN Management
REPLACEMENT OF RESIGNED MEMBERS
9. APPROVE THE SHARE CAPITAL DECREASE BY CHANGING Management
THE NOMINAL VALUE OF THE BANKS SHARE FOR DEPRECIATION
OF LOSSES, EQUAL SHARE CAPITAL INCREASE BY CHANGING
THE NOMINAL VALUE OF THE BANKS SHARE DUE TO THE
CAPITALIZATION OF RESERVES AND SH ARE CAPITAL
INCREASE DUE TO FURTHER CAPITALIZATION OF RESERVES,
ISSUANCE AND D ISTRIBUTION OF NEW SHARES, IRREVOCABLE
MANDATE AND AUTHORIZE THE BOARD OF DIRE CTORS
IN ORDER TO SETTLE FRACTIONAL RIGHTS
10. AMEND THE ARTICLE 5 OF THE COMPANY S ARTICLES Management
OF ASSOCIATION AND CODIFICA TION OF IT
11. MISCELLANEOUS ANNOUNCEMENTS Management
- -----------------------------------------------------------------------------------------------------------------------------
AGFA-GEVAERT NV, MORTSEL OGM Meeting Date: 04/26/2005
Issuer: B0302M104 ISIN: BE0003755692 BLOCKING
SEDOL: 5689051, 5690592, B02PQ15
- -----------------------------------------------------------------------------------------------------------------------------
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 REJECTE D. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENT ATIVE 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.
* PLEASE NOTE THIS IS AN AGM. THANK YOU. Non-Voting
1. RECEIVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Non-Voting
AND REPORT OF THE STATUTOR Y AUDITOR
2. APPROVE THE FINANCIAL STATEMENTS OF THE FYE ON Management
31 DEC 2004, AS PREPARED BY THE BOARD OF DIRECTORS
3. APPROVE TO ALLOCATE THE PROFIT OF THE PAST FY Management
AS FOLLOWS: - COMPENSATION OF CA PITAL : EUR
75,632,808, OR 60 EUROCENTS GROSS PER SHARE
COUPON NO. 5 , PAYABL E AS OF 27 APR 2005; -
TRANSFERS OF 599,838.35 EURO TO OTHER RESERVES
4. RECEIVE THE CONSOLIDATED ACCOUNTS OF THE FYE Non-Voting
ON 31 DEC 2004 AND CONSOLIDATED R EPORTS OF THE
BOARD OF DIRECTORS AND THE STATUTORY AUDITOR
5. GRANT DISCHARGE THE DIRECTORS AND THE STATUTORY Management
AUDITOR FROM ALL LIABILITY DER IVING FROM THE
PERFORMANCE OF THEIR MANDATES DURING THE PAST
FY
6.1 APPOINT MR. CHAFFART AS A DIRECTOR Management
6.2 APPOINT MR. OLIVIE AS A DIRECTOR Management
6.3 APPOINT MR. OOSTERLINCK AS A DIRECTOR Management
6.4 APPOINT MR. VAN MIERT AS A DIRECTOR Management
6.5 APPOINT MR. VERHOEVEN AS A DIRECTOR Management
7. APPROVE THE REMUNERATION OF THE DIRECTORS Non-Voting
8. APPROVE THE STATEMENT ON THE BELGIAN CODE ON Non-Voting
CORPORATE GOVERNANCE COMPLIANCE
9. MISCELLANEOUS Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
ASSOCIATED BRITISH PORTS HOLDINGS PLC AGM Meeting Date: 04/26/2005
Issuer: G05628105 ISIN: GB0000564343
SEDOL: 0056434
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS FOR THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND OF 9.0 PENCE PER ORDINARY Management For
SHARE OF THE COMPANY
4. RE-ELECT MR. B.A. LERENIUS AS A DIRECTOR Management For
5. RE-ELECT MR. C.R.N. CLARK AS A DIRECTOR Management For
6. RE-ELECT MR. A.H. SIMON AS A DIRECTOR Management Against
7. RE-ELECT MR. A.J. ADAMS AS A DIRECTOR Management For
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
9. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For
OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS
10. AUTHORIZE THE DIRECTORS TO DISTRIBUTE RELEVANT Management For
SECURITIES SECTION 80 OF THE C OMPANIES ACT
1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
25,906,643 LESSER OF THE UNISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY AND 1/3 OF THE ISSUED
E QUITY SHARE CAPITAL OF THE COMPANY ; AUTHORITY
EXPIRES AT THE DATE OF THE AGM IN 2006 ; AND
AT ANY TIME AFTERWARDS, IN SUPPORT OF ANY OFFER
OR AGREEMENT MA DE BY THE COMPANY DURING THAT
TIME
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 DISTRIBUTE COMPANY
SHARES SECTION 94 FOR CASH IN CONNECTION WITH
AN OFFER OF SHARES FOR A CONNECTION WITH AN O
FFER OF SHARES FOR A PERIOD DETERMINED BY THE
DIRECTORS, BY WAY OF RIGHTS TO H OLDERS OF ORDINARY
SHARES ON THE REGISTER ON A FIXED DATE IN PROPORTION
TO THE IR RESPECTIVE HOLDINGS OR IN ACCORDANCE
WITH THE RIGHT ATTACHED TO THEM BUT SU BJECT
TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE
DIRECTORS MAY DEEM NECES SARY OR EXPEDIENT TO
DEAL WITH FRACTIONAL ENTITLEMENTS THAT WOULD
OTHERWISE AR ISE OR WITH LEGAL OR PRACTICAL PROBLEMS
UNDER THE LAW OR REQUIREMENTS OF ANY R EGULATORY
BODY OR STOCK EXCHANGE IN ANY TERRITORY UP TO
AN AGGREGATE NOMINAL V ALUE OF GBP 3,886,446
BEING NOT MORE THAN 5% OF THE ISSUED ORDINARY
SHARE CAP ITAL OF THE COMPANY ; AUTHORITY EXPIRES
AT THE DATE OF THE NEXT AGM ; AND AUT HORIZE
THE DIRECTORS TO DISTRIBUTE SHARES TO COMPLETE
AN OFFER OR AGREEMENT MA DE BEFORE THE EXPIRY
DATE
S.12 AUTHORIZE THE COMPANY TO MAKE ONE OR MORE MARKET Management For
PURCHASES OF COMPANY SHARES SECTION 163(3) OF
THE COMPANIES ACT 1985 ON THE LONDON STOCK EXCHANGE
OF UP T O THE LESSER OF: I) 31.0 MILLION ORDINARY
SHARES OF 25 PENCE EACH 10% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY AS AT 16 FEB 2005
; AND II) 10% O F THE COMPANY ISSUED SHARE CAPITAL
AS AT THE DATE THIS RESOLUTION IS PASSED, A T
A MINIMUM PRICE OF 25 PENCE AND UP TO 105% OF
THE AVERAGE MIDDLE MARKET QUOT ATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL L IST, FOR THE 5 BUSINESS DAYS
PRIOR TO THE DAY OF PURCHASE; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM IN 2006 ; ALTHOUGH
THE COMPANY MAY STILL BUY SHAR ES AT ANY LATER
DATE IN ORDER TO FULFIL A CONTRACT OR CONTRACTS
MADE BEFORE TH E EXPIRY DATE
- -----------------------------------------------------------------------------------------------------------------------------
AVIVA PLC AGM Meeting Date: 04/26/2005
Issuer: G0683Q109 ISIN: GB0002162385
SEDOL: 0216238, 4100490, 4191007, 5983991
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE COMPANY S REPORT AND Management For
THE ACCOUNTS FOR THE YE 31 DEC 20 04
2. DECLARE THE FINAL DIVIDEND OF 16.00 PENCE PER Management For
ORDINARY SHARE OF THE COMPANY FO R THE YE 31
DEC 2004
3. ELECT MR. RICHARD GOELTZ AS A DIRECTOR OF THE Management For
COMPANY
4. ELECT MR. ANDREW MOSS AS A DIRECTOR OF THE COMPANY Management For
5. ELECT LORD SHARMAN OF REDLYNCH AS A DIRECTOR Management For
OF THE COMPANY
6. ELECT MR. RUSSELL WALLS AS A DIRECTOR OF THE COMAPNY Management For
7. RE-ELECT MR. GUILLERMO DE LA DEHESA AS ADIRECTOR Management For
OF THE COMPANY
8. RE-ELECT MR. WIM DIK AS A DIRECTOR OF THE COMPANY Management For
9. RE-ELECT MR. DEREK STEVENS AS A DIRECTOR OF THE Management For
COMPANY
10. RE-ELECT MR. ANDRE VILLENEUVE AS A DIRECTOR OF Management For
THE COMPANY
11. RE-ELECT MR. GEORGE PAUL AS A DIRECTOR OF THE Management For
COMPANY
12. RE-ELECT MR. ELIZABETH VLLANCE AS A DIRECTOR Management For
OF THE COMPANY
13. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR OF Management For
THE COMPANY UNTIL THE NEXT AGM
14. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
15. AUTHORIZE THE DIRECTORS, TO ALLOT THE COMPANY Management For
S UNISSUED SHARES UP TO AN MINIM UM NOMINAL AMOUNT
OF GBP 179 MILLION 31.4% OF THE TOTAL ORDINARY
SHARE CAPITA L AS AT 08 MAR 2005 ; THE COMPANY
DID NOT HOLD ANY TREASURY SHARES AS AT 08 MA
R 2005; AUTHORITY EXPIRES THE EARLIER OF THE
NEXT AGM OF THE COMPANY OR 26 SE P 2004 ; AND
THE DIRECTORS MAY MAKE ALLOTMENTS DURING THE
RELEVANT PERIOD WHIC H MAY BE EXERCISED AFTER
THE RELEVANT PERIOD; OTHER THAN IN RELATION TO
COMPAN Y S OFFER FOR RAC PLC, THE EMPLOYEE SHARE
OPTION PLANS OPERATED BY THE GROUP A ND THE OPERATION
OF THE COMPANY S SCRIP DIVIDEND SCHEME, THE DIRECTORS
HAVE NO PRESENT INTENTION OF EXERCISING THIS AUTHORITY
S.16 APPROVE THAT THE AUTHORITY CONFERRED ON THE DIRECTORS Management For
BY ARTICLE 5.04(B) OF TH E COMPANY S ARTICLES
OF ASSOCIATION BE RENEWED; AUTHORITY EXPIRES
EARLIER THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY OR 15 MONTHS FOR THAT PERIOD THE S ECTION
89 AMOUNT WILL BE GBP 28 MILLION; THE AUTHORITY
SOUGHT AND THE LIMITS S ET BY THIS RESOLUTION
WILL ALSO DISAPPLY THE APPLICATION OF SECTION
89 OF THE COMPANIES ACT 1985 FROM A SALE OF TREASURY
SHARES TO THE EXTENT; THE GUIDELINE S ISSUED
BY THE INVESTMENT COMMITTEE OF THE ASSOCIATION
OF BRITISH ISSUERS AND THE NATIONAL ASSOCIATION
OF PENSION FUNDS LIMITED, THE BOARD CONFIRMS
ITS INT ENTION THAT NO MORE THAN 7.5% OF THE
ISSUED SHARE CAPITAL WILL BE ISSUED FOR C ASH
ON A NON-PRE-EMPTIVE BASIS DURING ANY ROLLING
3 YEAR PERIOD; THE DIRECTORS HAVE NO PRESENT
INTENTIONS OF EXERCISING THIS AUTHORITY
17. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINING Management For
WITH IN THE REPORT AND T HE ACCOUNTS FOR THE
YE 31 DEC 2004 BY SHAREHOLDERS IN ACCORDANCE
WITH SECTION 214A OF THE COMPANIES ACT 1985
18. APPROVE THE RULES OF THE AVIVA ANNUAL BONUS PLAN Management For
2005; AUTHORIZE THE DIRECTORS TO DO ALL THE ACTS
AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND
OPERATE IT , INCLUDING MAKING SUCH MODIFICATIONS
AS THE DIRECTORS CONSIDER APPROPRIATE TO TAKE
ACCOUNT OF THE REQUIREMENTS OF THE UK LISTING
AUTHORITY AND BEST PRACTIC E
19. APPROVE THE RULES OF THE AVIVA LONG TERM INCENTIVE Management For
PLAN 2005; AUTHORIZE THE DI RECTORS TO DO ALL
THE ACTS AND THINGS NECESSARY AND EXPEDIENT TO
ADOPT AND OPE RATE IT, INCLUDING MAKING SUCH
MODIFICATIONS AS THE DIRECTORS CONSIDER APPROPR
IATE TO TAKE ACCOUNT OF THE REQUIREMENTS OF THE
UK LISTING AUTHORITY AND BEST PRACTICE
20. APPROVE THE RULES OF THE AVIVA EXECUTIVE SHARE Management For
OPTION PLAN 2005; AUTHORIZE THE DIRECTORS TO
DO ALL THE ACTS AND THINGS NECESSARY AND EXPEDIENT
TO ADOPT AND OPERATE IT
21. APPROVE THE LIMIT ON THE AGGREGATE AMOUNT OF Management For
THE REMUNERATION WHICH MAY BE PAI D BY THE COMPANY
TO THE DIRECTORS FOR THEIR SERVICES AS SET OUT
IN THE ARTICLE 20.04 OF THE COMPANY S ARTICLES
OF ASSOCIATION BE INCREASED FROM GBP 1,000,00
0 TO GBP 1,500,000 PER ANNUM
S.22 APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FORM GBP 950 M ILLION TO GBP 1.45
BILLION AND EUR 700 MILLION BY CREATING OF :
500 MILLION PR EFERENCE SHARES OF GBP 1 EACH
THE EURO SHARES ; AND 700 MILLION PREFERENCE
SH ARES OF EUR 1 EACH THE EURO NEW PREFERENCE
SHARES TOGETHER WITH THE STERLING NEW PREFERENCE
SHARES , THE NEW PREFERENCE SHARES THE NEW PREFERENCE
SHARES SHALL HAVE ATTACHED TO THEM THE RIGHTS
AND TERMS REFERRED TO OR AUTHORIZED IN THE NEW
ARTICLE 3.05 REFERRED BELOW; AUTHORIZE THE DIRECTORS,
IN SUBSTITUTION OF ANY EXISTING AUTHORITY AND
PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985
THE ACT , TO ALLOT NEW PREFERENCE SHARES SECTION
94 FOR CASH PURSUANT TO T HE AUTHORITY CONFERRED
BY THIS RESOLUTION, SECTION 89(1) , DOES NOT
APPLY TO SUCH ALLOTMENT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2010 OR 5 YEARS ; AND THE DIRECTORS MAY ALLOT
PREFERENCE SHAR ES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE
PRIOR TO SUCH EXPIRY; AMEND THE COMPANY S ARTICLES
OF ASSOCIATION BY A DOPTING THE INCLUSION OF
ARTICLE 3.05
S.23 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 228 MILLION ORDINARY SHARES OF 25 PENCE
EACH IN THE CAPI TAL OF THE COMPANY, AT A MINIMUM
PRICE OF 25 PENCE AND UP TO 105% OF THE AVERA
GE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCH ANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRE S 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 PURCHASE
ORDINARY SHARE S WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.24 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE
PREFERENCE S HARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 25 P ENCE
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DE RIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY
OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CON TRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PART
LY AFTER SUCH EXPIRY
S.25 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 25 P ENCE
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DE RIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY
OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CON TRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PART
LY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
DAVIS SERVICE GROUP PLC AGM Meeting Date: 04/26/2005
Issuer: G26796105 ISIN: GB0002572716
SEDOL: 0257271
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE DIRE CTORS
2. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For
3. APPROVE THE FINAL DIVIDEND OF 11.25 PENCE PER Management For
SHARE
4. RE-ELECT MR. CHRISTOPHER KEMBALL AS A DIRECTOR Management For
5. RE-ELECT MR. PAUL SMEETH AS A DIRECTOR Management For
6. ELECT MR. PHILIP ROGERSON AS A DIRECTOR Management For
7. ELECT MR. PER UTNEGAARD AS A DIRECTOR Management For
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS AND AUTHORIZE THE DIRECT ORS TO DETERMINE
THE AUDITORS REMUNERATION
S.9 AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management For
DIRECTORS FEES
10. GRANT AUTHORITY FOR THE ISSUE OF EQUITY OR EQUITY-LINKED Management For
SECURITIES WITH PRE-E MPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 16,897,000
S.11 GRANT AUTHORITY FOR THE ISSUE OF EQUITY OR EQUITY-LINKED Management For
SECURITIES WITHOUT P RE-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 2,534,000
S.12 GRANT AUTHORITY FOR MARKET PURCHASE OF 20,276,000 Management For
ORDINARY SHARES
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
EURONAV NV, ANTWERPEN MIX Meeting Date: 04/26/2005
Issuer: B38564108 ISIN: BE0003816338 BLOCKING
SEDOL: B04M8J6
- -----------------------------------------------------------------------------------------------------------------------------
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.
A.1 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE AUDITORS ON FY 31 DEC 200 4
A.2 APPROVE THE 2004 ANNUAL REPORT AND THE CONSOLIDATED Management
ACCOUNTS
A.3 APPROVE THE PROFITS FOR THE FY EUR RESERVES DIVIDEND Management
CARRIED FORWARD
A.4.A GRANT DISCHARGE TO THE MANAGING BOARD IN RESPECT Management
OF THE DUTIES PERFORMED DURIN G THE PAST FY
A.4.B GRANT DISCHARGE TO THE SUPERVISORY BOARD IN RESPECT Management
OF THE DUTIES PERFORMED DU RING THE PAST FY
A.5.1 APPOINT MR. PETER LIVANOS AS A MEMBER OF THE Management
MANAGEMENT BOARD
A.5.2 APPOINT MR. NICOL KAIRIS AS THE MEMBER OF THE Management
MANAGEMENT BOARD
A.6 APPROVE THE REMUNERATION OF THE DIRECTORS AND Management
THE SUPERVISORY BOARD
A.7 APPROVE THE REMUNERATION OF THE STATUTORY AUDITORS Management
A.8 APPROVE THE COMPLIANCE WITH THE BELGIUM CORPORATE Management
GOVERNANCE CODE
A.9 OTHER BUSINESS Other
E.1 APPROVE THE SPECIAL REPORT ON THE USE OF THE Management
AUTHORIZE CAPITAL
E.2 APPROVE TO RENEW THE AUTHORITY REGARDING THE Management
ALLOWED CAPITAL
E.3 AMEND THE ARTICLES OF ASSOCIATION Management
- -----------------------------------------------------------------------------------------------------------------------------
FUJI ELECTRIC HOLDINGS CO LTD AGM Meeting Date: 04/26/2005
Issuer: J14112106 ISIN: JP3820000002
SEDOL: 5477579, 6356365, B022285
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 0, FINAL JY 17, SPECIAL
JY 5
2.1 ELECT DIRECTOR Management For
2.2 ELECT DIRECTOR Management For
2.3 ELECT DIRECTOR Management For
2.4 ELECT DIRECTOR Management For
2.5 ELECT DIRECTOR Management For
3 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
GEBERIT AG, JONA MIX Meeting Date: 04/26/2005
Issuer: H2942E108 ISIN: CH0008038223 BLOCKING
SEDOL: 5696192, 5717532
- -----------------------------------------------------------------------------------------------------------------------------
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.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
GEBERIT AG, JONA AGM Meeting Date: 04/26/2005
Issuer: H2942E108 ISIN: CH0008038223 BLOCKING
SEDOL: 5696192, 5717532
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216895, 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
1. APPROVE THE ANNUAL REPORT, THE ANNUAL ACCOUNTS Management
AND THE ACCOUNTS OF THE GROUP 2004, AS WELL AS
ACCEPTANCE OF THE REPORT OF THE AUDITORS AND
THE GROUP AUDITO R
2. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management
4. RE-ELECT THE BOARD OF DIRECTORS Management
5. ELECT THE AUDITORS AND THE GROUP AUDITORS Management
- -----------------------------------------------------------------------------------------------------------------------------
GEBERIT AG, JONA AGM Meeting Date: 04/26/2005
Issuer: H2942E108 ISIN: CH0008038223 BLOCKING
SEDOL: 5696192, 5717532
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
224303 DUE TO ADDITION OF RES OLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216895, 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
* 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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management
AND THE CONSOLIDATED FINAN CIAL STATEMENTS FOR
2004 AND ACCEPTANCE OF THE AUDITORS REPORT AND
THE GROUP AUDITORS REPORT
2. APPROVE THE APPROPRIATION OF EARNING FOR DISTRIBUTION Management
3. APPROVE THE ACTIONS TO THE BOARD OF DIRECTORS Management
4.1 RE-ELECT MR. GUNTER F. KELM AS A BOARD OF DIRECTOR Management
4.2 RE-ELECT MR. KURT E. FELLER AS A BOARD OF DIRECTOR Management
5. APPOINT PRICEWATERHOUSECOOPERS AG AS THE AUDITORS Management
AND THE GROUP AUDITORS
- -----------------------------------------------------------------------------------------------------------------------------
GROUPE BRUXELLES LAMBERT SA, BRUXELLES AGM Meeting Date: 04/26/2005
Issuer: B4746J115 ISIN: BE0003797140 BLOCKING
SEDOL: 7097328, 7109892, 7110645, 7596427
- -----------------------------------------------------------------------------------------------------------------------------
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.
1. RECEIVE THE REPORT OF THE SUPERVISORY BOARD FOR Non-Voting
FY 2004
2. APPROVE THE 2004 ANNUAL REPORT AND THE ACCOUNTS Management
OF THE COMPANY AND THE CONSOLI DATED ACCOUNTS
3. GRANT DISCHARGE THE DIRECTORS AND THE SUPERVISORY Management
BOARD IN RESPECT OF THE DUTI ES PERFORMED DURING
THE LAST FY
4. GRANT DISCHARGE THE AUDITOR Management
5. APPROVE TO RENEW THE TERM OF OFFICE OF MESSERS. Management
ALBERT FRERE, PAUL DESMARAIS, GERALD FRERE, PAUL
DESMARIAS JR., GRILLES SAMYN AS ADMINISTRATOR
FOR A PERIOD OF 3 YEARS`
6. RECEIVE THE INFORMATION ON THE RUNNING OF THE Non-Voting
COMPANY
7. GRANT AUTHORITY TO THE BUY BACK OWN SHARES FOR Management
18 MONTHS
8. MISCELLANEOUS Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
HAGEMEYER NV AGM Meeting Date: 04/26/2005
Issuer: N38537234 ISIN: NL0000355477 BLOCKING
SEDOL: 5209073, 5467600
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE THE 2004 ANNUAL REPORT Management
3. APPROVE THE CORPORATE GOVERNANCE Management
4. ADOPT THE ANNUAL ACCOUNT 2004 Management
5. ADOPT THE POLICY ON ADDITIONS TO THE RESERVES Management
AND ON DIVIDENDS
6. ADOPT A DIVIDEND Management
7. GRANT DISCHARGE TO THE MANAGEMENT BOARD FROM Management
LIABILITY FOR THEIR MANAGEMENT CO NDUCTED OVER
2004
8. GRANT DISCHARGE TO THE SUPERVISORY BOARD FROM Management
LIABILITY FOR THEIR SUPERVISION EXERCISED OVER
2004
9. APPOINT EXTERNAL AUDITOR TO AUDIT THE ANNUAL Management
ACCOUNTS 2005
10.1 APPOINT MR. A. BAAN AS A MEMBER OF THE SUPERVISORY Management
BOARD
10.2 APPOINT MR. R. VAN GELDER AS A MEMBER OF THE Management
SUPERVISORY BOARD
11.a ADOPT THE REMUNERATION POLICY Management
11.b APPROVE THE SHARE OPTION PLAN FOR THE MEMBERS Management
OF THE MANAGEMENT BOARD
12. AUTHORIZE THE MANAGEMENT BOARD TO CAUSE THE COMPANY Management
TO ACQUIRE SHARES IN ITS C APITAL
13.a APPROVE TO EXTEND THE DESIGNATION OF THE MANAGEMENT Management
BOARD AS THE COMPETENT BOD Y TO RESOLVE AN ISSUANCE
OF SHARES
13.b APPROVE TO EXTEND THE DESIGNATION OF THE MANAGEMENT Management
BOARD AS THE COMPETENT BOD Y TO RESOLVE RESTRICTING
OR EXCLUDING THE PRE-EMPTIVE RIGHTS UPON ISSUANCE
OF ORDINARY SHARES
14. APPROVE THE REMUNERATION FOR THE SUPERVISORY BOARD Management
15. AMEND THE ARTICLES OF ASSOCIATION Management
16. TRANSACT ANY OTHER BUSINESS Other
17. CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
INBEV SA, BRUXELLES AGM Meeting Date: 04/26/2005
Issuer: B5096U121 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
- -----------------------------------------------------------------------------------------------------------------------------
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.
1. APPROVE THE MANAGEMENT REPORT BY THE BOARD OF Non-Voting
DIRECTORS ON THE ACCOUNTING YEAR ENDING ON 31
DEC 2004
2. APPROVE THE REPORT BY THE STATUTORY AUDITOR ON Non-Voting
THE ACCOUNTING YE ON 31 DEC 200 4
3. APPROVE THE COMMUNICATION OF THE CONSOLIDATED Non-Voting
ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING YE
ON 31 DEC 2004
4. APPROVE THE ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING Management
YE ON 31 DEC 2004, INCL UDING THE ALLOCATION
OF THE RESULT, LOSS ON THE ACCOUNTING YEAR: EUR
- 102,173 ,440.01; PROFIT CARRIED FORWARD FROM
THE PRECEDING ACCOUNTING YEAR: EUR + 771, 974,120.26;
RESULT TO BE ALLOCATED: EUR 669,800,680.25; DEDUCTION
FOR THE UNAV AILABLE RESERVE: EUR - 437,343.23;
GROSS DIVIDEND FOR THE SHARES: EUR - 224,67 9,348.66;
BALANCE CARRIED FORWARD PROFIT: EUR 444,683,988.36
A GROSS DIVIDEND OF EUR 0.39 PER SHARE, GIVING
RIGHT TO A DIVIDEND NET FROM WITHHOLDING TAX
OF EUR 0.2925 PER ORDINARY SHARE AND OF EUR 0.3315
PER VVPR SHARE
5. GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management
OF THEIR DUTIES DURING TH E ACCOUNTING YE ON
31 DEC 2004
6. GRANT DISCHARGE TO THE STATUTORY AUDITOR FOR Management
THE PERFORMANCE OF HIS DUTIES DUR ING THE ACCOUNTING
YE ON 31 DEC 2004
7.a APPROVE TO RENEW THE APPOINTMENT AS INDEPENDENT Management
DIRECTOR OF MR. KEES STORM, FO R A PERIOD OF
3 YEARS
7.b APPROVE TO RENEW THE APPOINTMENT AS INDEPENDENT Management
DIRECTOR OF MR. PETER HARF, F OR A PERIOD OF
3 YEARS
7.c APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management
OF MR. ALLAN CHAPIN, FOR A PERIOD OF 3 YEARS
7.d APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management
OF MR. ARNOUD DE PRET ROOSE DE CA LESBERG, FOR
A PERIOD OF 3 YEARS
8. APPROVE THE NEW EXECUTIVE REMUNERATION POLICY Management
OF THE COMPANY WHICH WILL BE IMP LEMENTED AS
OF 2005
9. MISCELLANEOUS Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
INBEV SA, BRUXELLES EGM Meeting Date: 04/26/2005
Issuer: B5096U121 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
- -----------------------------------------------------------------------------------------------------------------------------
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.
THAN K YOU.
1.1 APPROVE THE REPORT BY THE BOARD OF DIRECTORS Non-Voting
CONCERNING THE USE AND PURPOSE OF THE AUTHORIZED
CAPITAL, DRAWN UP IN ACCORDANCE WITH ARTICLES
604 OF THE BELGI AN COMPANIES CODE
1.2 AMEND ARTICLE 6, 1 & 3 OF THE BY-LAWS; APPROVE Management
TO RENEW THE AUTHORIZATION TO T HE BOARD OF DIRECTORS
TO INCREASE THE SHARE CAPITAL IN ACCORDANCE WITH
ARTICLE 6 OF THE BY-LAWS, IN OR SEVERAL TIMES,
BY AN AMOUNT OF SHARES, OR BY FINANCIA L GIVING
RIGHT TO AN AMOUNT OF SHARES, NOT HIGHER THAN
3% OF THE SHARES ISSUED AND OUTSTANDING ON 26
APR 2005; AUTHORITY IS GRANTED FOR A PERIOD
OF 5 YEARS
2.1 AMEND ARTICLE 10, 1 & 2 OF THE BYLAWS; AUTHORIZE Management
THE BOARD OF DIRECTORS TO PUR CHASE THE COMPANY
S OWN SHARES FOR A PRICE WHICH WILL NOT BE MORE
THAN 10 % BE LOW THE LOWEST CLOSING PRICE IN
THE LAST TWENTY DAYS PRECEDING THE TRANSACTION
AND NOT MORE THAN 10% ABOVE THE HIGHEST CLOSING
PRICE IN THE LAST TWENTY DAYS PRECEDING THE TRANSACTION;
THE PREVIOUS AUTHORITY EXPIRES ON 27 OCT 2005;
TO THE EGM TO GRANT A NEW AUTHORITY DURING THIS
MEETING IN ORDER TO AVOID THE CAL L OF A SEPARATE
EXTRAORDINARY SHAREHOLDERS MEETING
2.2 AMEND ARTICLE 10, 5 OF THE BYLAWS; AUTHORIZE Management
THE BOARD OF DIRECTORS TO PURCHAS E THE COMPANY
S OWN SHARES WHERE SUCH ACQUISITION IS NECESSARY
TO AVOID SERIOU S AND IMMINENT HARM TO THE COMPANY
3. GRANT POWER TO MR. BENOIT LOORE AND MR. JOS LEYSEN, Management
LEGAL DIRECTORS COMPANY & SECURITIES LAW, WHO
MAY ACT INDIVIDUALLY, WITH RIGHT OF SUBSTITUTION,
FOR THE RESTATEMENT OF THE BYLAWS AS A RESULT
OF THE AMENDMENTS REFERRED TO ABOVE, FOR THE
SIGNING OF SUCH RESTATED VERSION AND ITS FILING
WITH THE OFFICE OF THE CL ERK OF THE COMMERCIAL
COURT OF BRUSSELS
4.1 RECEIVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Non-Voting
WITH REGARD TO THE ISSUAN CE OF 3,500,000 SUBSCRIPTION
RIGHTS, PURSUANT TO THE PROVISIONS OF ARTICLE
583 OF THE COMPANIES CODE
4.2 RECEIVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Non-Voting
AND REPORT BY THE STATUTO RY AUDITOR WITH REGARD
TO THE CANCELLATION OF THE PRE-EMPTION RIGHT
IN FAVOUR OF ONE OR MORE SPECIFIC PERSONS, PURSUANT
TO THE PROVISIONS OF ARTICLES 596 AN D 598 OF
THE COMPANIES CODE
4.3 APPROVE TO CANCEL THE PRE-EMPTIVE RIGHT WITH Management
REGARD TO THE ISSUANCE OF SUBSCRI PTION RIGHTS
IN FAVOUR OF CERTAIN SENIOR MANAGEMENT EMPLOYEES
OF THE COMPANY A ND OF ITS SUBSIDIARIES, TO BE
DETERMINED BY THE COMPENSATION AND THE NOMINATIN
G COMMITTEE, AND ACCESSORILY, IN FAVOUR OF ALL
CURRENT DIRECTORS OF THE COMPAN Y
4.4 APPROVE TO ISSUE 3,500,000 SUBSCRIPTION RIGHTS Management
AND DETERMINATION OF THE ISSUAN CE AND EXERCISE
CONDITIONS IN ACCORDANCE WITH THE ISSUANCE AND
EXERCISE CONDIT IONS SET FORTH IN THE SPECIAL
REPORT OF THE BOARD OF DIRECTORS MENTIONED ABOVE
UNDER 1,THE MAIN PROVISIONS OF THESE CONDITIONS
CAN BE SUMMARIZED AS FOLLOWS: EACH SUBSCRIPTION
RIGHT CONFERS THE RIGHT TO SUBSCRIBE IN CASH
TO ONE NEW ORD INARY SHARE OF THE COMPANY WITH
THE SAME RIGHTS AS THE EXISTING SHARES OF THE
COMPANY IN PARTICULAR WITH RESPECT TO THE PROFITS;
THE EXERCISE PRICE EQUALS T HE AVERAGE PRICE
OF THE INBEV SA SHARE OVER THE 30 DAYS BEFORE
THE OFFERING OF THE RIGHTS BY THE EGM; THE SUBSCRIPTION
RIGHTS HAVE A TERM OF TEN YEARS AS FR OM THEIR
ISSUANCE AND BECOME EXERCISABLE AS FOLLOWS :
A FIRST THIRD MAY BE EXE RCISED FROM 01 JAN 2007
TO 25 APR 2015, A SECOND THIRD MAY BE EXERCISED
FROM 0 1 JAN 2008 TO 25 APR 2015 AND THE LAST
THIRD MAY BE EXERCISED FROM 01 JAN 2009 TO 25
APR 2015; AT THE END OF THE EXERCISE PERIOD,
THE SUBSCRIPTION RIGHTS AU TOMATICALLY BECOME
NULL AND VOID
4.5 APPROVE TO INCREASE THE CAPITAL OF THE COMPANY, Management
UNDER THE CONDITION AND TO THE EXTENT OF THE
EXERCISE OF THE SUBSCRIPTION RIGHTS, FOR A MAXIMUM
AMOUNT EQUAL TO THE NUMBER OF SUBSCRIPTION RIGHTS
ISSUED MULTIPLIED BY THE EXERCISE PRICE OF THE
SUBSCRIPTION RIGHTS AND ALLOCATION OF THE SHARE
PREMIUM TO AN ACCOUNT N OT AVAILABLE FOR DISTRIBUTION
5.1 AUTHORIZE THE COMPENSATION & NOMINATING COMMITTEE Management
TO DETERMINE THE IDENTITY OF THE RECIPIENTS AND
THE NUMBER OF SUBSCRIPTION RIGHTS WHICH THEY
ARE OFFERED
5.2 AUTHORIZE THE TWO DIRECTORS ACTING JOINTLY TO Management
HAVE ESTABLISHED IN A DEED THE E XERCISE OF THE
SUBSCRIPTION RIGHTS AND THE CORRESPONDING INCREASE
OF THE CAPIT AL AND OF THE NUMBER OF NEW SHARES
ISSUED, THE ALTERATION OF THE BYLAWS AS A C ONSEQUENCE
THEREOF, THE SHARE PREMIUMS AND THE ALLOCATION
OF THESE PREMIUMS TO AN ACCOUNT NOT AVAILABLE
FOR DISTRIBUTION, AS WELL AS TO CO-ORDINATE THE
TEXT OF THE BYLAWS AND TO DEPOSIT THEM AT THE
CLERKS OFFICE
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
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 THIS IS AN AMENDMENT TO MEETING Non-Voting
208716 DUE TO ADDITION OF RES OLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting
BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE
CUT-OFF DATE SET ON 13 APR 2005 AND ONE DAY FOLLOWING
THE RE GISTRATION DATE SET ON 19 APR 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-O FF DATE
ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE
INST RUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION
DATE. THANK YOU.
1. OPENING REMARKS AND ANNOUNCEMENTS Non-Voting
2.A REPORTS OF THE EXECUTIVE BOARD AND THE SUPERVISORY Non-Voting
BOARD FOR 2004
2.B PROFIT RETENTION AND DISTRIBUTION POLICY Non-Voting
3.A ANNUAL ACCOUNTS FOR 2004 Management
3.B FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 PER (DEPOSITARY Management
RECEIPT FOR AN) ORDINAR Y SHARE WILL BE PROPOSED
TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR
0.49 MADE PAYABLE IN SEPTEMBER 2004, THE FINAL
DIVIDEND WILL AMOUNT TO EUR 0.58 PER (DEPOSITARY
RECEIPT FOR AN) OR DINARY SHARE. REFERENCE IS
ALSO MADE TO PAGE 143 OF THE ANNUAL REPORT 2004
4.A DISCHARGE OF THE EXECUTIVE BOARD IN RESPECT OF Management
THE DUTIES PERFORMED DURING THE YEAR 2004
4.B DISCHARGE OF THE SUPERVISORY BOARD IN RESPECT Management
OF THE DUTIES PERFORMED DURING T HE YEAR 2004
5.A WITH A VIEW TO THE DUTCH CORPORATE GOVERNANCE Management
CODE, THE GENERAL MEETING OF SHA REHOLDERS IS
INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION
OF THE CODE BY THE COMPANY AS DESCRIBED IN THE
DOCUMENT THE DUTCH CORPORATE GOVERNANCE CODE
- ING S IMPLEMENTATION OF THE TABAKSBLAT CODE
FOR GOOD CORPORATE GOVERNANCE
5.B WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 OF Non-Voting
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE EXECU TIVE BOARD, AS IT WAS DRAWN UP BY
THE SUPERVISORY BOARD
5.C WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 OF Non-Voting
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE SUPER VISORY BOARD, AS IT WAS DRAWN UP
BY THE SUPERVISORY BOARD. IN COMPARISON WITH
THE PRESENT PROFILE OF THE SUPERVISORY BOARD,
THE CHANGES INVOLVE ONLY REPHRAS INGS AND NO
MATERIAL CHANGES
6.A REAPPOINTMENT OF LUELLA GROSS GOLDBERG Management
6.B REAPPOINTMENT OF GODFRIED VAN DER LUGT Management
6.C APPOINTMENT OF JAN HOMMEN Management
6.D APPOINTMENT OF CHRISTINE LAGARDE Management
7. IT IS PROPOSED TO APPROVE THAT THE MAXIMUM NUMBER Management
OF STOCK OPTIONS AND PERFORM ANCE SHARES TO BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD
FOR 2004 WILL BE 374,700 STOCK OPTIONSAND 136,200
PERFORMANCE SHARES
8.A IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management
AS THE CORPORATE BODY THA T WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
ORDINAR Y SHARES, TO GRANT THE RIGHT TO TAKE
UP SHARES AND TO RESTRICT OR EXCLUDE PREF ERENTIAL
RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES
TO THE PERIOD ENDING O N 26 OCTOBER 2006 (SUBJECT
TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS
): (I) FOR A TOTAL OF 220,000,000 ORDINARY SHARES,
PLUS (II) FOR A TOTAL OF 22 0,000,000 ORDINARY
SHARES, ONLY IF THESE SHARES ARE ISSUED IN CONNECTION
WITH THE TAKE-OVER OF A BUSINESS OR COMPANY
8.B IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management
AS THE CORPORATE BODY THA T WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
PREFERE NCE B SHARES AND TO GRANT THE RIGHT TO
TAKE UP SHARES WITH OR WITHOUT PREFEREN TIAL
RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES
TO THE PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT
TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS)
FO R 10,000,000 PREFERENCE B SHARES WITH A NOMINAL
VALUE OF EUR 0.24 EACH, PROVID ED THESE ARE ISSUED
FOR A PRICE PER SHARE THAT IS NOT BELOW THE HIGHEST
PRICE PER DEPOSITARY RECEIPT FOR AN ORDINARY
SHARE, LISTED ON THE EURONEXT AMSTERDAM STOCK
EXCHANGE, ON THE DATE PRECEDING THE DATE ON WHICH
THE ISSUE OF PREFEREN CE B SHARES OF THE RELEVANT
SERIES IS ANNOUNCED THIS AUTHORISATION WILL ONLY
B E USED IF AND WHEN ING GROEP N.V. IS OBLIGED
TO CONVERT THE ING PERPETUALS III INTO SHARES
PURSUANT TO THE CONDITIONS OF THE ING PERPETUALS
III
9. IT IS PROPOSED THAT THE EXECUTIVE BOARD BE AUTHORISED Management
FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26 APRIL
2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP
SHARES I N THE CAPITAL OF THE COMPANY OR DEPOSITARY
RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED
BY THE LAW AND BY THE ARTICLES OF ASSOCIATION
AT A PRICE WHICH IS NOT LOWER THAN THE NOMINAL
VALUE OF THE SHARES AND NOT HIGHER THAN THE HIGH
EST PRICE AT WHICH THE DEPOSITARY RECEIPTS FOR
THE COMPANY S SHARES OF THE SAM E TYPE ARE TRADED
ON THE EURONEXT AMSTERDAM STOCK MARKET ON THE
DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED
10. ANY OTHER BUSINESS AND CONCLUSION Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
KERRY PROPERTIES LTD AGM Meeting Date: 04/26/2005
Issuer: G52440107 ISIN: BMG524401079
SEDOL: 5991745, 6486314, B05PDR7
- -----------------------------------------------------------------------------------------------------------------------------
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
31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For
3. RE-ELECT A RETIRING DIRECTOR Management For
4. APPROVE TO FIX THE DIRECTORS FEES Management For
5. RE-APPOINT THE RETIRING AUDITORS AND AUTHORIZE Management For
THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
SHARE CAPITAL OF THE COMPANY AND MAKE OR GRANT
OFFERS, AGREEME NTS, OPTIONS AND OTHER RIGHTS,
OR ISSUE WARRANTS AND OTHER SECURITIES INCLUDIN
G BONDS, DEBENTURES AND NOTES CONVERTIBLE INTO
SHARES OF THE COMPANY DURING AN D AFTER THE RELEVANT
PERIOD, A) NOT EXCEEDING 20% OF THE AGGREGATE
NOMINAL AMO UNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF PASSING OF THIS RESOLUTION;
AND B) THE NOMINAL AMOUNT OF ANY SHARE CAPITAL
REPURCHASED BY THE COMPANY SUBSEQUENT TO THE
PASSING OF THIS RESOLUTION UP TO A MAXIMUM EQUIVALE
NT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED SHARE CAPITAL OF THE C OMPANY , OTHERWISE
THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) THE
EXERCISE OF ANY OPTION UNDER ANY SHARE OPTION
SCHEME OR SIMILAR ARRANGEMENT; OR III) ANY S
CRIP DIVIDEND OR SIMILAR ARRANGEMENT; OR IV)
ANY ADJUSTMENT, AFTER THE DATE OF GRANT OR ISSUE
OF ANY OPTIONS, RIGHTS TO SUBSCRIBE OR OTHER
SECURITIES REFERR ED TO THE ABOVE, IN THE PRICE
AT WHICH SHARES IN THE COMPANY SHALL BE SUBSCRIB
ED, AND/OR IN THE NUMBER OF SHARES IN THE COMPANY
WHICH SHALL BE SUBSCRIBED, O N EXERCISE OF RELEVANT
RIGHTS UNDER SUCH OPTIONS, WARRANTS OR OTHER
SECURITIES , SUCH ADJUSTMENT BEING MADE IN ACCORDANCE
WITH OR AS CONTEMPLATED BY THE TERM S OF SUCH
OPTIONS, RIGHTS TO SUBSCRIBE OR OTHER SECURITIES;
OR V) A SPECIFIED AUTHORITY GRANTED BY THE SHAREHOLDERS
OF THE COMPANY IN GENERAL MEETING; AUTH ORITY
EXPIRES BY THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY THE BYE-LAWS OF THE
COMPANY OR ANY OTHER APPLICABLE LAWS OF BERMUDA
TO BE HELD
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
ITS OWN SHARES DURING THE RELEVANT PERIOD, ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
STOCK EXCHAN GE OR ANY OTHER STOCK EXCHANGE
ON WHICH THE SHARES OF THE COMPANY HAVE BEEN
O R MAY BE LISTED AND RECOGNIZED BY THE SECURITIES
AND FUTURES COMMISSION OF HON G KONG AND THE
STOCK EXCHANGE FOR THIS PURPOSE, NOT EXCEEDING
10% OF THE AGGRE GATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF
PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES
BY THE CONCLUSION OF THE NEX T AGM OF THE COMPANY
AS REQUIRED BY THE BYE-LAWS OF THE COMPANY OR
ANY OTHER A PPLICABLE LAWS OF BERMUDA TO BE HELD
6.C APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS OF THE COMPANY, CONDITIONAL
UPON THE PASSING OF RESOLUTION 6.B, TO ALLOT
SHARES PURSUANT TO R ESOLUTION 6.A, BY THE ADDITION
TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CA PITAL WHICH MAY BE ALLOTTED OR AGREED TO BE
ALLOTTED BY THE DIRECTORS OF THE C OMPANY PURSUANT
TO SUCH GENERAL MANDATE OF AN AMOUNT REPRESENTING
THE AGGREGAT E NOMINAL AMOUNT OF THE SHARE CAPITAL
REPURCHASED BY THE COMPANY PURSUANT TO R ESOLUTION
6.B
S.7 AMEND THE BYE-LAWS OF THE COMPANY BY ADDING BYE-LAWS Management For
70A AND 99(A), ADDING SEN TENCES AT THE BEGINNING
OF BYE-LAW 99(B), ADDING PARAGRAPHS AFTER BYE-LAW
99(B ), BYE-LAW 100(III), AND REPLACING BYE-LAW
113
- -----------------------------------------------------------------------------------------------------------------------------
L'OREAL S.A., PARIS MIX Meeting Date: 04/26/2005
Issuer: F58149133 ISIN: FR0000120321 BLOCKING
SEDOL: 4057808, 4067089, 4084282, 7164619
- -----------------------------------------------------------------------------------------------------------------------------
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
AND THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEA R 2004; THE NON-DEDUCTIBLE
FEES AND EXPENSES AS WELL AS THE CORRESPONDING
TAX
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE FYE DECEMBER 2004
O.3 APPROVE TO APPROPRIATE THE PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY : EUR 1,230, 100,216.83; GLOBAL
DIVIDEND: EUR 6,760,621.60; ALLOCATION OF A SUPRADIVIDEND:
EUR 547,610,349.60; OTHER RESERVES: EUR 675,729,245.63;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 0.82 PER SHARE; THIS DIVIDEND WILL BE
PAID 11 MA Y 2005; THE AMOUNT OF EUR 4,987,500.00
REPRESENTING THE OUTSTANDING TAX WILL B E CHARGED
TO THE OTHER RESERVES ACCOUNT
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE
FRENCH COMMERCIAL CODE, AND THE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. FRANCOISE Management
BETTENCOURT MEYERS AS A DIRECTOR FOR A PERIOD
OF 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
PETER BRABECK-LETMATHE AS A DIRE CTOR FOR A PERIOD
OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
JEAN-PIERRE MEYERS AS A DIRECTOR FOR A PERIOD
OF 4 YEARS
O.8 APPOINT MR. WERNER BAUER AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.9 APPOINT MR. M. LOUIS SCHWEITZER AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.10 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,100,000.00 Management
TO THE BOARD OF DIRECTO RS
O.11 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 95.00, MA XIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE NUMBER OF SHARES COMPR
ISING THE COMPANY S CAPITAL; AUTHORITY EXPIRE
AFTER 18 MONTHS ; AND TO TAKE A LL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
TO ANY AND ALL EXISTING AUTH ORITY, IN ORDER
TO INCREASE THE SHARE CAPITAL, IN 1 OR MORE TRANSACTIONS
AND A T ITS SOLE DISCRETION BY A MAXIMUM NOMINAL
AMOUNT OF EUR 200,000,000.00 BY WAY OF ISSUING
COMPANY S ORDINARY SHARES, OR BY WAY OF CAPITALIZING
RETAINED EARN INGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL OR ANY OTHER CAPITALIZABLE ITEMS, T O
BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VAL UE OF THE EXISTING
SHARES; TO INCREASE THE NUMBER OF SHARES TO BE
ISSUED, PROV IDED THAT IT DOES NOT EXCEED 15%
OF THE INITIAL ISSUE; AUTHORITY EXPIRE AFTER
26 MONTHS ;
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
AND ITS SUBSIDIA RIES EMPLOYEES WHO ARE MEMBERS
OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES
AFTER 26 MONTHS ; AND FOR AN AMOUNT, WHICH SHALL
NOT EXCEED 1% OF THE CAPITAL WITH A MAXIMUM AMOUNT
OF EUR 1,352,124.00 BY WAY OF ISSUING 6,760,621
NEW ACT IONS ; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALI TIES
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
THE FREE ALLOCATION OF COMPAN Y S EXISTING SHARES
OR TO BE ISSUED, IT BEING PROVIDED THAT IT DOES
NOT EXCEED 6% AND 2% OF THE NUMBER OF SHARES
COMPRISING THE SHARE CAPITAL; AUTHORITY EX PIRES
AFTER 15 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AMEND THE ARTICLE OF ASSOCIATION NUMBER 12 AIMING Management
AT MAKING EASIER THE ACCESS REQUIREMENTS OF THE
BEARER SHAREHOLDERS TO GENERAL MEETINGS
O.16 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/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPL ETE, 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 SHAREOWNERS : PROXY CARDS: ADP
WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL
CUSTODIA NS THAT HAVE BECOME REGISTERED INTERMEDIARIES,
ON ADP VOTE DEADLINE DATE. IN C APACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY C ARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTI
ONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOU NT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WI LL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
- -----------------------------------------------------------------------------------------------------------------------------
MEDIOLANUM SPA MIX Meeting Date: 04/26/2005
Issuer: T66932111 ISIN: IT0001279501 BLOCKING
SEDOL: 5535198, 5851708
- -----------------------------------------------------------------------------------------------------------------------------
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 HERE WILL BE A SECO ND CALL ON 28
APR 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALL S UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
B E BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
O.1 APPROVE THE BALANCE SHEET REPORT AND CONSOLIDATED Management
BALANCE SHEET REPORT AS OF 31 DEC 2004; THE BOARD
OF DIRECTORS REPORT ON MANAGEMENT ACTIVITY AND
INTERNAL AUDITORS REPORT; RESOLUTION RELATED THERETO
O.2 APPOINT BOARD OF DIRECTORS MEMBERS AFTER STATING Management
THEIR NUMBER; APPOINT THEIR C HAIRMAN TO STATE
THEIR EMOLUMENT
O.3 APPOINT INTERNAL AUDITORS MEMBERS AND THEIR CHAIRMAN; Management
TO STATE THEIR EMOLUMENT S
O.4 APPOINT EXTERNAL AUDITORS IN ORDER TO AUDIT BALANCE Management
SHEET AND CONSOLIDATED BAL ANCE SHEET REPORTS
AS WELL AS FOR A LIMITED REVIEW OF THE BI-ANNUAL
MANAGEMENT REPORT FOR THE THREE-YEAR TERM 2005/2007
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO BUY AND SELL Management
OWN SHARES; RESOLUTION RELATE D THERETO
E.1 APPROVE TO REVOKE RESOLUTIONS DELIBERATED DURING Management
THE 12 APR 2001 SHAREHOLDERS MEETING AND TO DATE
PARTIALLY EXECUTED, RELATED TO THE BOARD OF DIRECTORS
EM POWERMENT EX ARTICLE 2443 OF THE ITALIAN
CIVIL CODE TO INCREASE THE STOCK CAPI TAL BY
ISSUING MAXIMUM NO. 3,000,000 NEW ORDINARY SHARES
FACE VALUE EURO 0.10 EA , IN ONE OR MORE INSTALLMENTS
AND OVER A 5 YEAR TERM TO BE RESERVED TO THE
COMPANY S EMPLOYEES AND ITS SUBSIDIARIES EMPLOYEES,
WITHOUT OPTION RIGHT AND AGAINST PAYMENT
E.2 APPROVE TO REVOKE RESOLUTIONS DELIBERATED DURING Management
THE 12 APR 2001 SHAREHOLDERS MEETING AND TO DATE
PARTIALLY EXECUTED RELATED TO THE BOARD OF DIRECTORS
EMP OWERMENT EX ARTICLE 2443 OF THE ITALIAN
CIVIL ODE TO INCREASE THE STOCK CAPITA L ISSUING
MAXIMUM NO. 1,500,000 NEW ORDINARY SHARES FACE
VALUE EURO 0.10 EA. IN ONE OR MORE INSTALLMENTS
OVER A 5 YEAR TERM TO BE RESERVED TO THE NON
DIRE CTLY EMPLOYED DIRECTORS OF THE COMPANY AND
ITS SUBSIDIARIES WITHOUT OPTION RIG HT AND AGAINST
PAYMENT
E.3 APPROVE THE GUIDELINES RELATED TO A STOCK OPTION Management
PLAN IN FAVOUR OF THE EMPLOYE ES FREELANCES AND
THE DIRECTORS NOT DIRECTLY EMPLOYED BY THE COMPANY
AND BY IT S SUBSIDIARIES; CONSEQUENT RESOLUTIONS
AND POWER BESTOWAL FOR PLAN EXECUTION.
E.4 AUTHORIZE THE BOARD OF DIRECTORS EX ARTICLE 2443 Management
OF THE ITALIAN CIVIL CODE TO INCREASE STOCK CAPITAL
AGAINST PAYMENT WITHOUT OPTION RIGHT FOR A 5
YEAR TERM, IN ONE OR MORE INSTALLMENTS, TO BE
OFFERED FOR A MAXIMUM NUMBER OF 4,000,0000 ORDINARY
SHARES FACE VALUE EURO 0.10 EA. IN FAVOUR OF
THE EMPLOYEES OF THE COMPANY AND SUBSIDIARIES;
MAXIMUM NUMBER OF 4,000,0000 ORDINARY SHARES
FACE V ALUE EURO 0.10 EA. IN FAVOUR OF THE
FREELANCES OF THE COMPANY AND SUBSIDIARIE S;
FOR A MAXIMUM NUMBER OF 1,500,0000 ORDINARY SHARES
FACE VALUE EURO 0.10 EA . IN FAVOUR OF THE
DIRECTORS NOT DIRECTLY EMPLOYED BY THE COMPANY
AND BY ITS SUBSIDIARIES RESOLUTIONS RELATED THERETO
- -----------------------------------------------------------------------------------------------------------------------------
NEPTUNE ORIENT LINES LTD AGM Meeting Date: 04/26/2005
Issuer: V67005120 ISIN: SG1F90001388
SEDOL: 5906501, 6628859
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND ACCOUNTS Management For
FOR THE FYE 31 DEC 2004 A ND THE AUDITORS REPORT
THEREON
2. APPROVE TO PAY NON-EXECUTIVE DIRECTORS OF SGD Management For
913,768
3. DECLARE A FINAL TAX-EXEMPT 1-TIER DIVIDEND Management For
OF 14.69 SINGAPORE CENTS PER SHAR E AND A SPECIAL
TAX-EXEMPT 1-TIER DIVIDEND OF 21.69 SINGAPORE
CENTS PER SHAR E, IN RESPECT OF THE FYE 31 DEC
2004
4. RE-ELECT DR. FRIEDBERT MALT, WHO RETIRES BY ROTATION Management Against
IN ACCORDANCE WITH ARTICL E 99 OF THE COMPANY
S ARTICLES OF ASSOCIATION, AS A DIRECTOR
5. RE-ELECT MR. JAMES CONNAL SCOTLAND RANKIN, WHO Management For
RETIRES BY ROTATION IN ACCORDAN CE WITH ARTICLE
99 OF THE COMPANY S ARTICLES OF ASSOCIATION,
AS A DIRECTOR
6. RE-ELECT MR. CHRISTOPHER LAU LOKE SAM, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE W ITH ARTICLE 102 OF
THE COMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR
7. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS AS THE Management For
AUDITORS AND AUTHORIZE DIRECTO RS TO FIX THEIR
REMUNERATION
8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT
AND ISSUE ORDINARY SHARES IN THE COMPANY AT ANY
TIME AND UPON SU CH TERMS AND CONDITIONS AND
FOR SUCH PURPOSES AS THE DIRECTORS MAY, IN THEIR
A BSOLUTE DISCRETION, DEEM FIT THE AUTHORITY
, THE AGGREGATE NUMBER OF THE ORDI NARY SHARES
ISSUED NOT EXCEEDING 50% OF THE TOTAL ISSUED
SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF
APPROVAL OF THE MANDATE AFTER ADJUSTING FOR NEW
SHAR ES ARISING FROM THE CONVERSION OF CONVERTIBLE
SECURITIES OR EMPLOYEE SHARE OPT IONS ON ISSUE
AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION
OF SHARES, OF WH ICH THE AGGREGATE NUMBER OF
SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA
BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY
DOES NOT EXCEED 20% OF THE TOTAL ISSUED SHARE
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT
THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY
; AND AUTHORIZE THE DIRECTORS AND/OR COMPANY
SECRET ARY TO COMPLETE AND DO ALL SUCH ACTS AND
THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS
AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT
OR NECESSARY OR I N THE INTEREST OF THE COMPANY
TO GIVE EFFECT TO THE AUTHORITY
9. AUTHORIZE THE BOARD OF THE COMPANY TO PURCHASE Management For
OR OTHERWISE ACQUIRE ORDINARY S HARES OF PAR
VALUE SGD 1.00 EACH SHARES IN THE ISSUED SHARE
CAPITAL OF THE C OMPANY, NOT EXCEEDING IN AGGREGATE
10 %, OF THE ISSUED ORDINARY SHARE CAPITAL OF
THE COMPANY, BY WAY OF ON-MARKET PURCHASES EACH
AN ON-MARKET PURCHASE ON THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED SGX-ST AND/OR OFF-MARKET
P URCHASES EACH OFF-MARKET PURCHASE EFFECTED
OTHERWISE THAN ON THE SGX-ST IN A CCORDANCE WITH
ANY EQUAL ACCESS SCHEME(S) WHICH SATISFIES THE
CONDITIONS PRESC RIBED BY THE COMPANIES ACT,
AT A PRICE OF UP TO 5% OF THE AVERAGE OF THE
CLOSI NG MARKET PRICES OF A SHARE OVER THE LAST
5 MARKET DAYS IN THE CASE OF AN ON-M ARKET SHARE
PURCHASE AND A PRICE UP TO 10% OF SUCH AVERAGE
CLOSING PRICE IN CA SE OF OFF-MARKET PURCHASE
SHARE PURCHASE MANDATE ; AND AUTHORIZE THE DIRECTOR
S OF THE COMPANY AND/OR ANY OF THEM TO COMPLETE
AND DO ALL SUCH ACTS AND THING S INCLUDING EXECUTING
SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR
HE MA Y CONSIDER OR NECESSARY TO GIVE EFFECT
TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED
BY THIS ORDINARY RESOLUTION; AUTHORITY EXPIRES
THE EARLIER OF THE DATE OF THE NEXT AGM OF THE
COMPANY OR THE DATE WHEN THE PURCHASE OF SHARES
I S CARRIED OUT TO THE FULL EXTENT MANDATED
10. AUTHORIZE THE COMPANY ITS SUBSIDIARIES AND ASSOCIATED Management For
COMPANIES OR ANY OF THEM , FOR THE PURPOSES OF
CHAPTER 9 OF THE LISTING MANUAL OF THE SINGAPORE
EXCHANG E SECURITIES TRADING LIMITED, TO ENTER
INTO ANY OF THE TRANSACTIONS FALLING WI THIN
THE TYPES OF INTERESTED PERSON TRANSACTIONS,
AS SPECIFIED, WITH ANY PARTY WHO IS OF THE CLASS
OF INTERESTED PERSONS AS SPECIFIED, PROVIDED
THAT SUCH TR ANSACTIONS ARE MADE ON AN ARM S
LENGTH BASIS AND ON NORMAL COMMERCIAL TERMS;
AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY
; AND AUTHORIZE THE DIRECTORS AND/OR COMPANY
SECRETARY TO COMPLETE AND DO ALL SUCH ACTS AND
THINGS INCLUDI NG EXECUTING ALL SUCH DOCUMENTS
AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPED
IENT OR NECESSARY OR IN THE INTEREST OF THE COMPANY
TO GIVE EFFECT TO THE MAND ATE AND/OR THIS RESOLUTION
* TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
OVERSEAS UNION ENTERPRISE LTD AGM Meeting Date: 04/26/2005
Issuer: V70197104 ISIN: SG1N99002122
SEDOL: 5812073, 6663827
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND FINANCIAL Management For
STATEMENTS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 6 CENTS AND A SPECIAL Management For
DIVIDEND OF 4 CENTS PER ORDI NARY SHARE LESS
INCOME TAX FOR THE YE 31 DEC 2004
3. APPROVE THE DIRECTORS FEES OF USD 380,000 FOR Management For
2004
4.a RE-APPOINT MR. WEE CHO YAW, PURSUANT TO SECTION Management For
153(6) OF THE COMPANIES ACT, C HAPTER 50, AS
A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE
UNTIL THE NEXT AGM OF THE COMPANY
4.b RE-APPOINT MR. LIM BOON KHENG, PURSUANT TO SECTION Management For
153(6) OF THE COMPANIES ACT , CHAPTER 50, AS
A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE
UNTIL THE NEXT AGM OF THE COMPANY
5.a RE-ELECT MR. WONG HUNG KHIM, WHO IS RETIRING Management For
BY ROTATION, AS A DIRECTOR
5.b RE-ELECT MISS KHO PIAC-SUAT, WHO IS RETIRING Management For
BY ROTATION, AS A DIRECTOR
6. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
7. TRANSACT OTHER BUSINESS Other Against
8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50 AND THE
LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED , TO ISSUE SHARES IN THE CAPITAL
OF THE COMPANY BY WAY OF RIGHTS, BONUS OR OT
HERWISE AT ANY TIME AND UPON SUCH TERMS AND
CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH
PERSONS AS THE DIRECTORS DETERMINE, THE AGGREGATE
NUMBER OF SHARES ISSUED NOT EXCEEDING 50% OF
THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER
THAN ON A PRO-RATA BASIS TO ALL SHAREHOLDERS
OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPIT AL OF THE COMPANY AT THE TIME OF
THE PASSING OF THIS RESOLUTION; AUTHORITY EX
PIRES THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM
OF THE COMPANY AS REQUIRED BY LAW
- -----------------------------------------------------------------------------------------------------------------------------
SEMBCORP INDUSTRIES LTD AGM Meeting Date: 04/26/2005
Issuer: Y79711100 ISIN: SG1G26864940
SEDOL: 5663497, 6128713
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
ACCOUNTS FOR THE YE 31 DEC 200 4
2. APPROVE THE PAYMENT OF A GROSS FINAL DIVIDEND Management For
OF SGD 0.05 PER SHARE LESS INCO ME TAX FOR THE
YE 31 DEC 2004
3. RE-ELECT MR. PETER SEAH LIM HUAT AS A DIRECTOR, Management Against
WHO RETIRES BY ROTATION PURSUA NT TO THE ARTICLE
93 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. LUA CHENG ENG INDEPENDENT MEMBER Management For
AND THE CHAIRMAN OF THE AUDIT C OMMITTEE AS
A DIRECTOR, WHO RETIRES BY ROTATION PURSUANT
TO THE ARTICLE 93 OF THE COMPANY S ARTICLES OF
ASSOCIATION
5. RE-ELECT MR. COLIN AU FOOK YEW AS A DIRECTOR, Management For
WHO RETIRES PURSUANT TO THE ARTI CLE 99 OF THE
COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. EVERT HENKES AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO THE ARTICLE 9 9 OF THE COMPANY
S ARTICLES OF ASSOCIATION
* ACKNOWLEDGE THE RETIREMENT OF MR. TETSURO KAWAKAMI, Non-Voting Non-Vote Proposal
A DIRECTOR RETIRING PURSUA NT TO SECTION 153(2)
OF THE COMPANIES ACT, CHAPTER 50
7. APPROVE THE SUM OF SGD 635,166 AS THE DIRECTOR Management For
S FEES FOR THE YE 31 DEC 2004
8. RE-APPOINT KPMG AS THE AUDITORS OF THE COMPANY Management For
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
9. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUE Management For
SHARES IN THE CAPITAL OF THE C OMPANY SHARES
WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE
AND/OR MAKE OR GR ANT OFFER, AGREEMENTS OR OPTIONS
COLLECTIVELY THE INSTRUMENTS THAT MIGHT R
EQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT
LIMITED TO THE CREATION AND ISSU E OF WARRANTS,
DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO
SHARES AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AND TO SUCH PERS ONS AS
THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION
DEEM FIT AND ISSUE SHARE S IN PURSUANCE OF ANY
INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE
THIS R ESOLUTION WAS IN FORCE, PROVIDED THAT:
I) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
SHALL NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY, OF WH ICH THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA
BASIS TO THE SHAREHOLDERS OF THE COMPANY DOES
NOT EXCEED 20% OF THE ISSUED SHARE CA PITAL OF
THE COMPANY; AND II) SUBJECT TO SUCH MANNER
OF CALCULATION AS MAY BE PRESCRIBED BY SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED SGX-ST
THE PER CENTAGE OF ISSUED SHARE CAPITAL SHALL
BE BASED ON THE COMPANY S ISSUED SHARE C APITAL
AT THE TIME OF PASSING OF THIS RESOLUTION AFTER
ADJUSTING FOR NEW SHARE S ARISING FROM THE CONVERSION
OF CONVERTIBLE SECURITIES OR SHARE OPTIONS OR
VE STING OF SHARE AWARDS WHICH ARE OUTSTANDING
OR SUBSISTING AT THE TIME THIS RES OLUTION IS
PASSED AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION
OF SHARES; A ND IN EXERCISING THE AUTHORITY CONFERRED
BY THIS RESOLUTION, THE COMPANY SHALL COMPLY
WITH THE PROVISIONS OF THE LISTING MANUAL OF
THE SGX-ST FOR THE TIME B EING IN FORCE AND THE
ARTICLES OF ASSOCIATION FOR THE TIME BEING OF
THE COMPAN Y; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COM
PANY OR THE DATE OF THE NEXT AGM OF THE COMPANY
AS REQUIRED BY LAW
10. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
IN ACCORDANCE WITH THE PROV ISIONS OF THE SEMBCORP
INDUSTRIES SHARE OPTION PLAN SHARE OPTION PLAN
AND/OR TO GRANT AWARDS IN ACCORDANCE WITH THE
PROVISIONS OF THE SEMBCORP INDUSTRIES PERFORMANCE
SHARE PLAN PERFORMANCE SHARE PLAN AND/OR SEMBCORP
INDUSTRIES RES TRICTED STOCK PLAN RESTRICTED
STOCK PLAN THE SHARE OPTION PLAN, THE PERFORM
ANCE SHARE PLAN AND THE RESTRICTED STOCK PLAN,
TOGETHER THE SHARE PLANS AND A LLOT AND ISSUE
FROM TIME TO TIME SUCH NUMBER OF SHARES OF SGD
0.25 EACH IN THE CAPITAL OF THE COMPANY AS MAY
BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCI
SE OF OPTIONS UNDER THE SHARE OPTION PLAN AND/OR
SUCH NUMBER OF FULLY PAID SHA RES AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE VESTING OF AWARDS
UNDER TH E PERFORMANCE SHARE PLAN AND/OR THE
RESTRICTED STOCK OPTION PLAN, PROVIDED THA T
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT
TO THE SHARE PLANS SHAL L NOT EXCEED 15% OF THE
ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME
TO TIME
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
SEMBCORP INDUSTRIES LTD EGM Meeting Date: 04/26/2005
Issuer: Y79711100 ISIN: SG1G26864940
SEDOL: 5663497, 6128713
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT: 1) APPROVAL BE AND IS HEREBY GIVEN, Management For
FOR THE PURPOSES OF CHAPTER 9 OF THE LISTING
MANUAL CHAPTER 9 OF THE SGX-ST, FOR THE COMPANY,
ITS SUBSID IARIES AND ASSOCIATED COMPANIES THAT
ARE ENTITIES AT RISK AS THAT TERM IS USE D IN
CHAPTER 9 , OR ANY OF THEM, TO ENTER INTO ANY
OF THE TRANSACTIONS FALLING WITHIN THE TYPES
OF INTERESTED PERSON TRANSACTIONS SPECIFIED TO
THE SHAREHOLD ERS DATED 04 APR 2005 THE CIRCULAR
WITH ANY PARTY WHO IS OF THE CLASS OF INT ERESTED
PERSONS, PROVIDED THAT SUCH TRANSACTIONS ARE
MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE
WITH THE REVIEW PROCEDURES FOR SUCH INTERESTED
PERSON TRANSACTIONS; 2) THE APPROVAL GIVEN IN
PARAGRAPH 1 ABOVE THE SHAREHOLDERS MANDATE
SHALL, CONTINUE IN FORCE UNTIL THE CONCLUSION
OF THE NEXT AGM OF THE C OMPANY; AND 3) AUTHORIZE
THE DIRECTORS OF THE COMPANY TO COMPLETE AND
DO ALL S UCH ACTS AND THINGS INCLUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY
MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE
INTERESTS OF THE COMPA NY TO GIVE EFFECT TO THE
SHAREHOLDERS MANDATE AND/OR THIS RESOLUTION
S.2 THAT PURSUANT TO ARTICLE 10 OF THE ARTICLES OF Management For
ASSOCIATION OF THE COMPANY AND SUBJECT TO THE
CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC
OF SINGAPORE: AP PROVE THAT A) THE ISSUED AND
PAID-UP SHARE CAPITAL OF THE COMPANY OF A MAXIMUM
OF SGD 467,470,749.75 COMPRISING A MAXIMUM OF
1,869,882,999 ORDINARY SHARES O F SGD 0.25 EACH
BE REDUCED BY A MAXIMUM OF SGD 28,048,245 AND
SUCH REDUCTION BE EFFECTED BY RETURNING TO THE
HOLDERS OF THE ORDINARY SHARES AS AT A BOOKS
C LOSURE DATE TO BE DETERMINED BY THE DIRECTORS,
PAID-UP CAPITAL TO THE EXTENT O F SGD 0.015 ON
EACH SUCH ORDINARY SHARE, AND BY REDUCING THE
PAR VALUE OF EACH SUCH ORDINARY SHARE FROM SGD
0.25 TO SGD 0.235; AND B) SUBJECT TO AND FORTHWI
TH UPON THE PRECEDING SUB-PARAGRAPH (1)(A) TAKING
EFFECT: (I) ALL OF THE ORDIN ARY SHARES OF SGD
0.235 EACH IN THE ISSUED AND PAID-UP SHARE CAPITAL
OF THE CO MPANY BE SUBDIVIDED IN SUCH MANNER
THAT EVERY ONE OF THE SAID ORDINARY SHARES SHALL
CONSTITUTE 235 ORDINARY SHARES OF SGD 0.001
EACH ON WHICH THE SUM OF SG D 0.001 SHALL BE
CREDITED AS HAVING BEEN FULLY PAID-UP FOR EACH
ORDINARY SHARE ; AND II) ALL OF THE ORDINARY
SHARES OF SGD 0.001 EACH CREATED PURSUANT TO
THE SUBDIVISION OF ORDINARY SHARES OF SGD 0.235
EACH BE CONSOLIDATED IN SUCH MANN ER THAT EVERY
250 OF THE SAID ORDINARY SHARES SHALL CONSTITUTE
ONE ORDINARY SH ARE OF SGD 0.25 ON WHICH THE
SUM OF SGD 0.25 SHALL BE CREDITED AS HAVING
BEEN FULLY PAID-UP FOR EACH ORDINARY SHARE AND
ANY FRACTION OF AN ORDINARY SHARE S HALL BE DISREGARDED;
SUBJECT TO AND FORTHWITH UPON THE PRECEDING PARAGRAPH
(1) TAKING EFFECT, A MAXIMUM SUM OF SGD 168,289,470
FORMING PART OF THE ACCUMULAT ED PROFITS OF THE
COMPANY AS AT 31 MAR 2005 BE CAPITALIZED AND
APPLIED IN PAYI NG UP IN FULL AT PAR FOR A MAXIMUM
OF 673,157,880 UNISSUED ORDINARY SHARES OF SGD
0.25 EACH IN THE CAPITAL OF THE COMPANY THE
ADDITIONAL ORDINARY SHARES, E ACH AN ADDITIONAL
ORDINARY SHARE , AND THE ADDITIONAL ORDINARY
SHARES BE ALLOT TED AND ISSUED CREDITED AS FULLY
PAID UP TO THE HOLDERS OF ORDINARY SHARES IN
THE CAPITAL OF THE COMPANY IN THE PROPORTION
OF 6 ADDITIONAL ORDINARY SHARES F OR EVERY ONE
ORDINARY SHARE HELD BY THEM WHICH IS CANCELLED
PURSUANT TO THE PR ECEDING PARAGRAPH (1), AND
FORTHWITH UPON THE ALLOTMENT AND ISSUE OF THE
ADDIT IONAL ORDINARY SHARES, THE ADDITIONAL ORDINARY
SHARES BE CANCELLED IN THEIR EN TIRETY, AND THE
MAXIMUM SUM OF SGD 168,289,470 ARISING FROM SUCH
CANCELLATION BE RETURNED TO THE RESPECTIVE HOLDERS
OF THE ADDITIONAL ORDINARY SHARES ON THE BASIS
OF SGD 0.25 FOR EACH ADDITIONAL ORDINARY SHARE
SO CANCELLED; SUBJECT TO AND FORTHWITH UPON THE
PRECEDING PARAGRAPHS (1) AND (2) TAKING EFFECT,
THE SU M STANDING TO THE CREDIT OF THE SHARE
PREMIUM ACCOUNT OF THE COMPANY BE REDUCE D BY
A MAXIMUM SUM OF SGD 22,438,596 AND THAT SUCH
REDUCTION BE EFFECTED BY RE TURNING TO THE HOLDERS
OF THE ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY SG D 0.20 IN CASH FOR EACH ISSUED AND
FULLY PAID-UP ORDINARY SHARE IN THE CAPITAL OF
THE COMPANY WHICH IS CANCELLED PURSUANT TO THE
PRECEDING PARAGRAPHS (1) AN D (2); AND AUTHORIZE
THE DIRECTORS AND EACH OF THEM TO DO ALL ACTS
AND THINGS AS THEY MAY CONSIDER NECESSARY OR
EXPEDIENT TO GIVE EFFECT TO THE PRECEDING PA
RAGRAPHS (1), (2) AND (3)
3. APPROVE THAT: 1) RULE 10(A) OF THE SEMBCORP INDUSTRIES Management Against
EXECUTIVES SHARE OPTIO N SCHEME BE MODIFIED
IN THE MANNER AS SPECIFIED; 2) RULE 11.1 OF THE
SEMBCORP INDUSTRIES SHARE OPTION PLAN BE MODIFIED
IN THE MANNER SPECIFIED; 3) RULE 9.1 OF THE SEMBCORP
INDUSTRIES PERFORMANCE SHARE PLAN BE MODIFIED
IN THE MANNER AS SPECIFIED; AND 4) RULE 9.1 OF
THE SEMBCORP INDUSTRIES RESTRICTED STOCK PLAN
B E MODIFIED IN THE MANNER AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
SERONO SA, COINSINS AGM Meeting Date: 04/26/2005
Issuer: H0274W159 ISIN: CH0010751920 BLOCKING
SEDOL: 5981070, 5981326
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. APPROVE THE SERONO S.A. ANNUAL REPORT, ACCOUNTS Management
AND THE CONSOLIDATED ACCOUNTS OF THE SERONO GROUP
2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management
IN THE 2004 BALANCE SHEET AND DIVIDEND PROPOSAL
3. APPROVE TO REDUCE THE SHARE CAPITAL Management
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE MANAGEMENT
5I.1a RE-ELECT MR. ERNESTO BERTARELLI AS A DIRECTOR Management
5I.1b RE-ELECT MR. PIERRE E. DOUAZE AS A DIRECTOR Management
5I.1c RE-ELECT MR. PATRICK GAGE AS A DIRECTOR Management
5I.1d RE-ELECT MR. BERNARD MACH AS A DIRECTOR Management
5I.1e RE-ELECT MR. SERGIO MARCHIONNE AS A DIRECTOR Management
5I.1f RE-ELECT MR. GEORGES MULLER AS A DIRECTOR Management
5I.1g RE-ELECT MR. JACQUES THEURILLAT AS A DIRECTOR Management
5.I.2 ELECT MR. ALBERTO TOGNI AS A NEW DIRECTOR Management
5.II APPOINT THE AUDITORS Management
5.III APPOINT THE SPECIAL AUDITORS Management
- -----------------------------------------------------------------------------------------------------------------------------
SERONO SA, COINSINS OGM Meeting Date: 04/26/2005
Issuer: H32560106 ISIN: CH0010751920 BLOCKING
SEDOL: 5981070, 5981326
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. APPROVE THE SERONO S.A. ANNUAL REPORT, ACCOUNTS Management
AND THE CONSOLIDATED ACCOUNTS OF THE SERONO GROUP
2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management
IN THE 2004 BALANCE SHEET AND DIVIDEND PROPOSAL
3. APPROVE TO REDUCE THE SHARE CAPITAL Management
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE MANAGEMENT
5I.1a RE-ELECT MR. ERNESTO BERTARELLI AS A DIRECTOR Management
5I.1b RE-ELECT MR. PIERRE E. DOUAZE AS A DIRECTOR Management
5I.1c RE-ELECT MR. PATRICK GAGE AS A DIRECTOR Management
5I.1d RE-ELECT MR. BERNARD MACH AS A DIRECTOR Management
5I.1e RE-ELECT MR. SERGIO MARCHIONNE AS A DIRECTOR Management
5I.1f RE-ELECT MR. GEORGES MULLER AS A DIRECTOR Management
5I.1g RE-ELECT MR. JACQUES THEURILLAT AS A DIRECTOR Management
5.I.2 ELECT MR. ALBERTO TOGNI AS A NEW DIRECTOR Management
5.II APPOINT THE AUDITORS Management
5.III APPOINT THE SPECIAL AUDITORS Management
- -----------------------------------------------------------------------------------------------------------------------------
SOCIETE GENERALE OGM Meeting Date: 04/26/2005
Issuer: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORTOF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEE T FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TA
XES DEDUCTION FOR FY 2004
2. APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management
DIRECTORS AND NOTES A PROFIT OF E UR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNIN GS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIAT
ION AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PE R
SHARE; THIS DIVIDEND WILL BE PAID ON 30 MAY 2005;
THANKS TO SHARES PREMIUMS, THE RESERVES AMOUNT
TO EUR 10,111,265,559.65 WHEREAS THEY WERE OF
EUR 9,761, 180,538.34 IN 2003; THE CARRY FORWARD
ACCOUNT OF EUR 3,803,901,724.00 IS INCRE ASED
TO EUR 4,637,283,456.37 AS REQUIRED BY LAW
3. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE 2004 FY
4. APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management
THE AUDITORS ON AGREEMENTS GOVERN ED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGRE EMENTS
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
AZEMA AS A DIRECTOR FOR A PERI OD OF 4 YEARS
6. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management
IULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management
RICARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
8. 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 113.00 M INIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MON THS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
9. APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management
AND AMEND ARTICLE OF ASSOCIAT ION NUMBER 7, ENTITLED
DIRECTORS
10. AMEND ARTICLE OF ASSOCIATION NUMBER 6 AND RELATING Management
TO DECLARATION WHEN SHAREHO LDERS EXCEED STATUTORY
THRESHOLDS
11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYE ES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
12. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN CONSIDERATI ON FOR THE
CONTRIBUTION IN KIND OF SHARES OR SECURITIES
GIVING ACCESS TO THE C APITAL, EXCEPT IN THE
CONTEXT OF A PUBLIC EXCHANGE OFFER AND PROVIDED
THAT IT SHALL NOT EXCEED A MAXIMUM NOMINAL AMOUNT
OF EUR 10% OF THE SHARE CAPITAL; A UTHORITY
EXPIRES AT THE END OF 14 MONTHS
13. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRE SCRIBED 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 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
09 MAY 2005. 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.
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
SOGECABLE, S.A. AGM Meeting Date: 04/26/2005
Issuer: E8900A114 ISIN: ES0178483139
SEDOL: 5730669, 5736388, B05K8P5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
27 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED
1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, BALANCE Management For
SHEET, PROFIT AND LOSS ACCOUN T AND NOTES TO
THE ACCOUNTS, AND OF THE MANAGEMENT REPORT OF
THE COMPANY AND I TS CONSOLIDATED GROUP AND THE
APPLICATION OF PROFITS OF THE YEAR 2004
2. APPROVE THE MANAGEMENT OF THE BOARD OF DIRECTORS Management For
DURING THE YEAR 2004
3. APPROVE THE RESIGNATION, DISMISSAL AND APPOINTMENT Management For
OF THE DIRECTORS
4. APPROVE TO ADOPT THE APPROPRIATE RESOLUTIONS Management For
WITH THE FINANCIAL AUDITORS OF TH E COMPANY AND
ITS CONSOLIDATED GROUP, UNDER THE PROVISIONS
OF SECTION 42 OF TH E SPANISH COMMERCIAL CODE,
CODIGO DE COMERCIO, AND SECTION 204 OF THE SPANISH
LIMITED COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS
5. APPROVE TO CONFIRM THE GENERAL ASSIGNMENT IN Management For
FAVOUR OF SOGECABLE S.A., OF THE ASSETS AND LIABILITIES
OF THEFOLLOWING FIRMS: GESTION DE DERECHOS AUDIOVISUALE
S Y DEPORTIVOS, S.A, SERVICIOS TECNICOS TE SOGECABLE
S.L., CABLE ANTENA S.A. A ND PLATAFORMA LOGISTICA
DE USUARIOS DE SOGECABLE S.L., WHOSE ONLY PARTNER
IS S OGECABLE, S.A., THROUGH WINDING UP WITHOUT
LIQUIDATION WITH THE RESTRUCTURING AND RATIONALIZATION
PROCESS OF THE GROUP; APPROVE TO CONFIRM OF THE
ACTIONS TA KEN BY THE BOARD OF DIRECTORS
6. AMEND ARTICLE 5 ABOUT THE SHARE CAPITAL OF THE Management Against
COMPANY OF THE ARTICLES OF ASSO CIATION TO REFLECT
THE GOVERNING LAW TO PERMIT THE ISSUING OF NON
VOTING AND C ALLABLE SHARES
7. APPROVE TO INCREASE EUR 3,141,188 CAPITAL INCREASE Management Against
ISSUE OF 1,570,594 CALLABL E SHARES, CLASS B,
SERIES B2005, B2006, B2007 AND B2008, WITH A
NOMINAL VALUE OF EUR 2 EACH PLUS AN ISSUANCE
PREMIUM OF EUR 0.50; TOTAL EXCLUSION OF THE
P REFERENTIAL SUBSCRIPTION RIGHT DUE TO THE NEW
SHARES BEING INTENDED FOR THE ST OCK OPTIONS
PLAN APPROVED BY THE GENERAL MEETINGS HELD ON
16 MAY 2000 AND 13 M AY 2003; APPROVE THE PROVISIONS
FOR THE INCOMPLETE SUBSCRIPTION OF FIXING UP
THE BUY BACK TERMS; GRANT TO THE BOARD OF DIRECTORS
TO CARRY OUT THE CAPITAL I NCREASE INCLUDING
AMENDMENT TO ARTICLE 5 OF THE ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF DIRECTORS TO PASS A RESOLUTION Management Against
REGARDING THE CAPITAL IN CREASE TO A MAXIMUM
OF 20,000,000 EUROS, WITH POWERS TO EXCLUDE THE
PREFERENTI AL SUBSCRIPTION RIGHT
9. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For
THE BUY BACK OF OWN SHARES EITHE R DIRECTLY OR
INDIRECTLY WITHIN THE LIMITS AND REQUIREMENTS
PROVIDED BY LAW, R ENDERING VOID THE AUTHORIZATION
GRANTED BY THE GENERAL MEETING HELD ON 16 MAR
2004 CONCERNING THE DERIVATIVE ACQUISITION OF
OWN SHARES
- -----------------------------------------------------------------------------------------------------------------------------
SWISSCOM OGM Meeting Date: 04/26/2005
Issuer: H8398N104 ISIN: CH0008742519 BLOCKING
SEDOL: 5533976, 5593033, B05P645
- -----------------------------------------------------------------------------------------------------------------------------
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 Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management
ACCOUNTS OF THE GROUP 2004 REPO RTS OF THE AUDITORS
AND THE GROUP AUDITOR
2. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management
AND FIXING OF DIVIDEND
3. APPROVE THE REDUCTION OF THE SHARE CAPITAL Management
4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE MANAGEMENT
5. ELECT THE BOARD OF DIRECTORS Management
6. ELECT THE AUDITORS AND THE GROUP AUDITOR Management
- -----------------------------------------------------------------------------------------------------------------------------
SWISSCOM AGM Meeting Date: 04/26/2005
Issuer: H8398N104 ISIN: CH0008742519 BLOCKING
SEDOL: 5533976, 5593033, B05P645
- -----------------------------------------------------------------------------------------------------------------------------
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 THIS IS AN AMENDMENT TO MEETING Non-Voting
226891 DUE TO THE ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE ANNUAL REPORT, ANNUAL FINANCIAL STATEMENT Management
AND CONSOLIDATED FINANCI AL STATEMENTS FOR FY
2004, REPORTS OF THE STATUTORY AND GROUP AUDITORS
2. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management
AND DECLARATION OF DIVIDEND
3. APPROVE THE REDUCTION OF SHARE CAPITAL Management
4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE EXECUTIVE BOA RD
5.1 RE-ELECT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management
5.2.1 RE-ELECT MR. JACQUELINE FRANCOISE DEMIERRE AS Management
A MEMBER OF THE BOARD OF DIRECTO RS
5.2.2 RE-ELECT MR. MICHEL GOBET AS A MEMBER OF THE Management
BOARD OF DIRECTORS
5.2.3 RE-ELECT DR. TORSTEN G. KREINDL AS A MEMBER OF Management
THE BOARD OF DIRECTORS
5.2.4 RE-ELECT MR. RICHARD ROY AS A MEMBER OF THE BOARD Management
OF DIRECTORS
5.2.5 ELECT MR. FIDES P. BALDESBERGER AS A MEMBER OF Management
THE BOARD OF DIRECTORS
5.2.6 ELECT DR. ANTON SCHERRER AS A MEMBER OF THE BOARD Management
OF DIRECTORS
5.2.7 ELECT MR. OTHMAR VOCK AS A MEMBER OF THE BOARD Management
OF DIRECTORS
6. ELECT THE STATUTORY AUDITORS AND THE GROUP AUDITORS Management
- -----------------------------------------------------------------------------------------------------------------------------
SYNGENTA AG, BASEL AGM Meeting Date: 04/26/2005
Issuer: H84140112 ISIN: CH0011037469 BLOCKING
SEDOL: 0133036, 4356646, 4702186
- -----------------------------------------------------------------------------------------------------------------------------
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 Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1. APPROVE THE ANNUAL REPORT, THE ANNUAL FINANCIAL Management
STATEMENTS AND THE GROUP CONSO LIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2004
2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE EXECUTIVE COM MITTEE
3. APPROVE THE APPROPRIATION OF BALANCE SHEET PROFIT Management
2004
4. APPROVE THE CAPITAL REDUCTION THROUGH ANNULATION Management
OF SHARES HOLDINGS AT THE 2ND TRADING LINE
5. APPROVE THE REDUCTION OF SHARE CAPITAL AND REPAYMENT Management
OF NOMINAL VALUE OF SHARE S
6. ELECT THE BOARD OF DIRECTORS Management
7. ELECT THE AUDITORS AND THE GROUP AUDITORS Management
- -----------------------------------------------------------------------------------------------------------------------------
SYNGENTA AG, BASEL OGM Meeting Date: 04/26/2005
Issuer: H84140112 ISIN: CH0011037469 BLOCKING
SEDOL: 0133036, 4356646, 4702186
- -----------------------------------------------------------------------------------------------------------------------------
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 Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1. APPROVE THE ANNUAL REPORT, THE ANNUAL FINANCIAL Management
STATEMENTS AND THE GROUP CONSO LIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2004
2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE EXECUTIVE COM MITTEE
3. APPROVE THE APPROPRIATION OF BALANCE SHEET PROFIT Management
2004
4. APPROVE: (A) THE CANCELLATION OF 6,196,337 SHARES, Management
ACQUIRED ON THE SECOND TRAD ING LINE, AND THE
CORRESPONDING REDUCTION OF THE SHARE CAPITAL
OF THE COMPANY FROM CHF 934,286,047.20 BY CHF
51,429,597.10 TO CHF 882,856,450.10; (B) TO DEC
LARE, AS A RESULT OF A SPECIAL AUDIT REPORT PREPARED
IN ACCORDANCE WITH ARTICL E 732 PARAGRAPH 2 OF
THE SWISS CODE OF OBLIGATIONS, THAT THE CLAIMS
BY THE CRE DITORS ARE FULLY COVERED NOTWITHSTANDING
THE ABOVE REDUCTION OF THE SHARE CAP ITAL; AND
(C) TO AMEND ARTICLE 4, PARAGRAPH 1 OF THE ARTICLES
OF INCORPORATION OF SYNGENTA AG ON COMPLETION
OF THE CAPITAL REDUCTION
5. APPROVE: (A) TO REDUCE THE COMPANY S SHARE CAPITAL Management
FROM CHF 882,856,450.10 BY CHF 287,194,266.90
TO CHF 595,662,183.20 BY REDUCTION OF THE NOMINAL
VALUE OF EACH OF THE REMAINING 106,368,247 SHARES
FROM CHF 8.30 BY CHF 2.70 TO CHF 5.60 AND TO
REPAY TO THE SHAREHOLDERS CHF 2.70 PER SHARE;
(B) TO DECLARE, AS A RES ULT OF A SPECIAL AUDIT
REPORT PREPARED IN ACCORDANCE WITH ARTICLE 732
PARAGRAP H 2 OF THE SWISS CODE OF LIGATIONS,
THAT THE CLAIMS BY THE CREDITORS ARE FULL Y COVERED
NOTWITHSTANDING THE ABOVE REDUCTION OF THE SHARE
CAPITAL; (C) TO AME ND ARTICLE 4, PARAGRAPH 1,
OF THE ARTICLES OF INCORPORATION OF SYNGENTA
AG ON COMPLETION OF THE CAPITAL REDUCTION
6.1 RE-ELECT MR. MARTIN TAYLOR AS A DIRECTOR FOR Management
A 3-YEAR TERM
6.2 RE-ELECT MR. PETER THOMPSON AS A DIRECTOR FOR Management
A 3-YEAR TERM
6.3 RE-ELECT MR. ROLF WATTER AS A DIRECTOR FOR A Management
3-YEAR TERM
6.4 RE-ELECT MR. ROLF WATTER AS A DIRECTOR FOR A Management
3-YEAR TERM
6.5 ELECT MR. JACQUES VINCENT AS A DIRECTOR FOR A Management
2-YEAR TERM
7. RE-ELECT ERNST & YOUNG AG AS AUDITORS OF SYNGENTA Management
AG AND GROUP AUDITORS FOR TH E BUSINESS YEAR 2005
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 222870 DUE TO ADDITIONAL R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
TAYLOR WOODROW PLC AGM Meeting Date: 04/26/2005
Issuer: G86954107 ISIN: GB0008782301
SEDOL: 0878230
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE DIRECTORS AND THE AUDITORS REPORTS THEREON
2. DECLARE A FINAL DIVIDEND Management For
3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
4. RE-ELECT MR. IAIN NAPIER AS A DIRECTOR Management For
5. RE-ELECT MR. PETER JOHNSON AS A DIRECTOR Management For
6. RE-ELECT MR. ANDREW DOUGAL AS A DIRECTOR Management For
7. RE-APPOINT DELOITTE AND TOUCHE LLP AS THE AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
9. APPROVE THE AMENDMENTS TO THE RULES OF THE TAYLOR Management For
WOODROW 2004 PERFORMANCE SHA RE PLAN
10. APPROVE THE SHARE LIMIT IN RELATION TO THE TAYLOR Management For
WOODROW EMPLOYEE STOCK PURCH ASE PLAN
11. GRANT AUTHORITY TO ALLOT SHARES Management For
S.12 GRANT AUTHORITY TO DIS-APPLY THE PRE-EMPTION RIGHTS Management For
S.13 GRANT AUTHORITY TO MAKE MARKET PURCHASES OF SHARES Management For
S.14 GRANT AUTHORITY TO DELETE SPECIFIED CLAUSES IN Management For
THE ARTICLES OF ASSOCIATION
- -----------------------------------------------------------------------------------------------------------------------------
UNAXIS HOLDING AG, FREIENBACH MIX Meeting Date: 04/26/2005
Issuer: H89380101 ISIN: CH0000816824 BLOCKING
SEDOL: 4612757, 5931053, B06L3N0
- -----------------------------------------------------------------------------------------------------------------------------
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.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
UNAXIS HOLDING AG, FREIENBACH OGM Meeting Date: 04/26/2005
Issuer: H89380101 ISIN: CH0000816824 BLOCKING
SEDOL: 4612757, 5931053, B06L3N0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216892, 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.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1. APPROVE THE ANNUAL REPORT FOR THE YEAR 2004, Management
ANNUAL FINANCIAL STATEMENTS OF UN AXIS HOLDING
INC, AND UNAXIS CONSOLIDATED FINANCIAL STATEMENTS
2. APPROVE THE ALLOCATION OF THE 2004 BALANCE SHEET Management
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS
4.1.A RE-ELECT THE BOARD OF DIRECTORS Management
4.1.B ELECT THE NEW BOARD OF DIRECTORS Management
4.2 ELECT THE AUDITORS AND THE GROUP AUDITORS Management
5. APPROVE THE REDUCTION OF SHARE CAPITAL, BY REPAYMENT Management
OF NOMINAL VALUE OF SHARE S
6. APPROVE THE REDUCTION OF SHARE CAPITAL AMOUNT Management
REQUIRED AND OF THE DEADLINE TO HAVE AN ITEM
PUT ON THE AGENDA
7. APPROVE THE REMOVAL OF THE OPTING OUT PROVISION Management
UNDER THE STOCK EXCHANGE ACT OPTING IN
- -----------------------------------------------------------------------------------------------------------------------------
ALLIED IRISH BANKS PLC OGM Meeting Date: 04/27/2005
Issuer: G02072117 ISIN: IE0000197834
SEDOL: 0019783, 4020684, 5460502
- -----------------------------------------------------------------------------------------------------------------------------
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 REPORT AND ACCOUNTS Management For
2. DECLARE THE FINAL DIVIDEND Management For
3.A RE-APPOINT MR. MICHEAL BUCKLEY AS A DIRECTOR Management For
3.B RE-APPOINT MR. ADRIAN BURKE AS A DIRECTOR Management For
3.C RE-APPOINT MR. KIERAN CROWLEY AS A DIRECTOR Management For
3.D RE-APPOINT MR. COLM DOHERTY AS A DIRECTOR Management For
3.E RE-APPOINT MR. PADRAIC M. FALLON AS A DIRECTOR Management For
3.F RE-APPOINT MR. DERMOT GLEESON AS A DIRECTOR Management For
3.G RE-APPOINT MR. DON GODSON AS A DIRECTOR Management For
3.H RE-APPOINT SIR DEREK HIGGS AS A DIRECTOR Management For
3.I RE-APPOINT MR. GARY KENNEDY AS A DIRECTOR Management For
3.J RE-APPOINT MR. JOHN B. MCGUCKIAN AS A DIRECTOR Management For
3.K RE-APPOINT MR. AIDAN MCKEON AS A DIRECTOR Management For
3.L RE-APPOINT MR. JIM O. LEARY AS A DIRECTOR Management For
3.M RE-APPOINT MR. MICHAEL J. SULLIVAN AS A DIRECTOR Management For
3.N RE-APPOINT MR. ROBERT G. WILMERS AS A DIRECTOR Management For
3.O RE-APPOINT MS. JENNIFER WINTER AS A DIRECTOR Management For
4. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For
5. APPROVE TO RENEW THE AUTHORITY FOR THE COMPANY Management For
TO MAKE MARKET PURCHASES OF THE COMPANY S SHARES
6. APPROVE TO SET THE PRICE RANGE FOR THE OF MARKET Management For
REISSUE OF THE TREASURY SHARE S
7. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
ALLOT SHARES FOR CASH
8. APPROVE THE AIB GROUP PERFORMANCE SHARE PLAN 2005 Management For
9. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against
APPROVE TO REMOVE KPMG AS TH E AUDITORS
10. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against
APPOINT MR. NIALL MURPHY AS A DIRECTOR
- -----------------------------------------------------------------------------------------------------------------------------
ALUMINA LTD AGM Meeting Date: 04/27/2005
Issuer: Q0269M109 ISIN: AU000000AWC3
SEDOL: 5699436, 6954985
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL REPORT AND Non-Voting Non-Vote Proposal
THE REPORTS OF THE DIRECTORS AND OF THE AUDITOR
FOR THE YE 31 DEC 2004
2. RE-ELECT MR. R.J. MCNEILLY AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE C OMPANY S CONSTITUTION
3. RE-ELECT MR. M.R. RAYNER AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE COM PANY S CONSTITUTION
S.4 APPROVE THAT, PURSUANT TO SECTIONS 136(2) AND Management For
648G OF THE CORPORATIONS ACT 200 1 (CTH), RULE
139 OF THE CONSTITUTION OF THE COMPANY IS RENEWED
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
BANCA FIDEURAM SPA, MILANO OGM Meeting Date: 04/27/2005
Issuer: T1127K100 ISIN: IT0000082963 BLOCKING
SEDOL: 4079631, 4170675
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2004 Management
AND THE BOARD OF DIRECTORS AND THE AUDITORS REPORT
2. APPROVE THE ALLOCATION OF PROFITS Management
3. APPOINT THE BOARD OF DIRECTOR Management
4. APPOINT AND APPROVE THE EMOLUMENTS OF THE BOARD Management
OF AUDITORS
5. GRANT AUTHORITY TO BUY AND SELL OWN SHARES Management
* 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 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.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF RECORD DATE. IF YOU HAV E ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
BANCA FIDEURAM SPA, MILANO OGM Meeting Date: 04/27/2005
Issuer: T1127K100 ISIN: IT0000082963 BLOCKING
SEDOL: 4079631, 4170675
- -----------------------------------------------------------------------------------------------------------------------------
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
28 APR 2005. 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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
224184 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. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management
2004; BOARD OF DIRECTORS AND INT ERNAL AUDITORS
REPORTS; PROFIT DISTRIBUTION
2. APPOINT A DIRECTOR Management
3. APPOINT INTERNAL AUDITORS, AS PER LAW AND BYLAW, Management
AND APPROVE TO STATE THEIR EM OLUMENTS
4. GRANT AUTHORITY TO BUY AND SELL OWN SHARES Management
- -----------------------------------------------------------------------------------------------------------------------------
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA AGM Meeting Date: 04/27/2005
Issuer: X13765106 ISIN: PTCPR0AM0003 BLOCKING
SEDOL: 4175896, 5379103, 7574166, 7575255, B03X3S4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE BALANCE SHEET Management
AND ACCOUNTS FOR 2004
2. APPROVE THE CONSOLIDATED ANNUAL REPORT, CONSOLIDATED Management
BALANCE SHEET AND THE CON SOLIDATED ACCOUNTS
FOR 2004
3. APPROVE THE DISTRIBUTION OF PROFIT Management
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management
S MANAGING AND AUDITING
5. RATIFY THE CO-OPTATION OF THE BOARD OF DIRECTORS Management
6. ELECT THE GOVERNING BODIES FOR THE PERIOD OF 2005/2008 Management
7. ELECT THE MEMBERS FOR THE SHAREHOLDERS COMMITTEE Management
UNDER ARTICLE 17 NUMBER 2 OF THE BY-LAWS FOR
THE PERIOD OF 2005/2008
8. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management
TO THE COMPANY EMPLOYEES, MEMBE RS OF THE BOARD
OF DIRECTORS AND OTHER ASSOCIATES ACCORDING TO
THE SHARES ACQU ISITION BY THE STAFF PLAN
8. APPROVE THE SALE OF OWN SHARES TO THE COMPANY Management
EMPLOYEES, MEMBERS OF THE BOARD OF DIRECTORS
AND OTHER ASSOCIATES
9. APPROVE THE ALIENATION OF OWN SHARES NEEDED TO Management
THE EXECUTION OF THE OPTIONAL P LAN TO BUY SHARES
TO THE MANAGERS AND TO THE MEMBERS OF THE BOARD
OF DIRECTORS ACCORDING TO THE SHARES ATTRIBUTION
TO THE STAFF PLAN
10. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management
SHARES
11. APPROVE, UNDER ARTICLE 489 OF THE COMPANY S CODE, Management
THE RELATIONSHIP AMONG THE S OCIETY CIMPOR TEC,
IN WHICH THE COMPANY HAS THE MAJORITY
- -----------------------------------------------------------------------------------------------------------------------------
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA AGM Meeting Date: 04/27/2005
Issuer: X13765106 ISIN: PTCPR0AM0003 BLOCKING
SEDOL: 4175896, 5379103, 7574166, 7575255, B03X3S4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
223677 DUE TO ADDITIONAL RESO LUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. APPROVE THE 2004 ANNUAL REPORT AND ALSO THE 2004 Management
AUDITOR S REPORT
2. APPROVE THE 2004 CONSOLIDATED ANNUAL REPORT, Management
THE CONSOLIDATED RESULTS AND ALSO THE 2004 CONSOLIDATED
AUDITOR S REPORT
3. APPROVE THE PROFIT S APPROPRIATION Management
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management
S MANAGEMENT AND THE AUDITING
5. RATIFY THE DIRECTOR COOPTATION Management
6. ELECT THE GOVERNING BODIES FOR THE NEXT 4 YEARS Management
2005/2008
7. ELECT THE MEMBERS OF THE SHAREHOLDER COMITION Management
FOR THE NEXT 4 YEARS 2005/2008
8. APPROVE THE ACQUISITION AND SALE OWN SHARES TO Management
THE GROUP STAFF AND TO THE MEMB ER OF THE BOARD
OF DIRECTORS ACCORDING TO THE SHARE ACQUISITION
PLAN
9. APPROVE THE ACQUISITION AND SALE OWN SHARES TO Management
THE GROUP STAFF AND TO THE MEMB ER OF THE BOARD
OF DIRECTORS ACCORDING TO THE SHARE ATTRIBUTION
PLAN
10. APPROVE THE ACQUISITION AND SALE OWN SHARES Management
11. APPROVE THE GROUP RELATION WITH WHOLLY OWNED COMPANY Management
12. APPROVE THE ELIMINATION OF N 5 TO 8 , 10, 12 Management
B AND 13 OF ARTICLE 7 AND ARTICLE 8 OF THE COMPANY
BY-LAWS
13. AMEND N 5, 7 AND 12 B OF ARTICLE 7 AND ELIMINATION Management
OF N 8, 10 AND 13 OF ARTICL E 7 AND N 1, 2, 3,
4, OF ARTICLE 8 OF THE COMPANY BY-LAWS
- -----------------------------------------------------------------------------------------------------------------------------
CITY DEVELOPMENTS LTD AGM Meeting Date: 04/27/2005
Issuer: V23130111 ISIN: SG1R89002252
SEDOL: 4189615, 6197928
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FIRST AND FINAL DIVIDEND OF 15% LESS Management For
20% INCOME TAX PER ORDINARY SHA RE OF SGD 0.50
EACH FOR THE YE 31 DEC 2004 AS RECOMMENDED BY
THE DIRECTORS
3. APPROVE THE DIRECTORS FEES OF SGD 220,000 FOR Management For
THE YE 31 DEC 2004 AND THE AUDI T COMMITTEE FEES
OF SGD 42,500 PER QUARTER FOR THE PERIOD FROM
01 JUL 2005 TO 30 JUN 2006, WITH THE PAYMENT
OF THE AUDIT COMMITTEE FEES TO BE MADE IN ARREAR
S AT THE END OF EACH CALENDAR QUARTER
4.a RE-ELECT MR. FOO SEE JUAN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION
OF THE COMPANY
4.b RE-ELECT MR. HAN VO-TA AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE ARTIC LES OF ASSOCIATION
OF THE COMPANY
5.a RE-APPOINT MR. ONG PANG BOON AS A DIRECTOR OF Management For
THE COMPANY TO HOLD OFFICE UNTIL THE NEXT AGM,
IN ACCORDANCE WITH SECTION 153(6) OF THE COMPANIES
ACT, CHAPTER 50
5.b RE-APPOINT MR. CHEE KENG SOON AS A DIRECTOR OF Management For
THE COMPANY TO HOLD OFFICE UNTI L THE NEXT AGM,
IN ACCORDANCE WITH SECTION 153(6) OF THE COMPANIES
ACT, CHAPTE R 50
5.c RE-APPOINT MR. TANG SEE CHIM AS A DIRECTOR OF Management For
THE COMPANY TO HOLD OFFICE UNTIL THE NEXT AGM,
IN ACCORDANCE WITH SECTION 153(6) OF THE COMPANIES
ACT, CHAPTER 50
6. RE-APPOINT MESSRS. KPMG AS THE AUDITORS AND AUTHORIZE Management For
THE DIRECTORS TO FIX THE IR REMUNERATION
7. AUTHORIZE THE DIRECTORS TO ISSUE ORDINARY SHARES Management For
WHETHER BY WAY OF RIGHTS, BON US OR OTHERWISE;
AND/OR TO MAKE OR GRANT OFFERS, AGREEMENTS OR
OPTIONS COLLEC TIVELY INSTRUMENTS THAT MIGHT
OR WOULD REQUIRE ORDINARY SHARES TO BE ISSUED,
INCLUDING BUT NOT LIMITED TO THE CREATION AND
ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS,
DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO
ORDINARY SHARE S, 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 ISSUE ORDINARY SHARES
IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED
BY THE DIRECTORS WHILE THIS ORDINARY RESOLUTION
WAS IN FORCE; PROVIDED THAT THE AGGRE GATE NUMBER
OF ORDINARY SHARES TO BE ISSUED PURSUANT TO THIS
ORDINARY RESOLUTI ON INCLUDING ORDINARY SHARES
TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE
OR GRANTED PURSUANT TO THIS ORDINARY RESOLUTION
BUT EXCLUDING ORDINARY SHARES WH ICH MAY BE ISSUED
PURSUANT TO ANY ADJUSTMENTS EFFECTED UNDER ANY
RELEVANT INST RUMENT , DOES NOT EXCEED 50% OF
THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPA
NY AS SPECIFIED , OF WHICH THE AGGREGATE NUMBER
OF ORDINARY SHARES TO BE ISSU ED OTHER THAN ON
A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY
INCLUDING OR DINARY SHARES TO BE ISSUED IN PURSUANCE
OF INSTRUMENTS MADE OR GRANTED PURSUAN T TO THIS
ORDINARY RESOLUTION BUT EXCLUDING ORDINARY SHARES
WHICH MAY BE ISSUE D PURSUANT TO ANY ADJUSTMENTS
EFFECTED UNDER ANY RELEVANT INSTRUMENT DOES
NOT EXCEED 20% OF THE ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY AS SPECIFIED ; SUBJECT TO SUCH
MANNER OF CALCULATION AS MAY BE PRESCRIBED BY
THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
SGX-ST FOR THE PURPOSE OF DETERMINING T HE
AGGREGATE NUMBER OF ORDINARY SHARES THAT MAY
BE ISSUED UNDER AS SPECIFIED I N THIS ORDINARY
RESOLUTION, THE PERCENTAGE OF ISSUED ORDINARY
SHARE CAPITAL SH ALL BE BASED ON THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY AT THE TIME T HIS
ORDINARY RESOLUTION IS PASSED, AFTER ADJUSTING
FOR: I) NEW ORDINARY SHARES ARISING FROM THE
CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES;
II) NE W ORDINARY SHARES ARISING FROM THE EXERCISE
OF SHARE OPTIONS OR VESTING OF SHA RE AWARDS
WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME
THIS ORDINARY RESOLU TION IS PASSED, PROVIDED
THE OPTIONS OR AWARDS WERE GRANTED IN COMPLIANCE
WITH THE LISTING MANUAL OF THE SGX-ST; AND III)
ANY SUBSEQUENT CONSOLIDATION OR SU BDIVISION
OF ORDINARY SHARES; AND IN RELATION TO AN INSTRUMENT,
THE NUMBER OF ORDINARY SHARES SHALL BE TAKEN
TO BE THAT NUMBER AS WOULD HAVE BEEN ISSUED HAD
THE RIGHTS THEREIN BEEN FULLY EXERCISED OR EFFECTED
ON THE DATE OF THE MAKING OR GRANTING OF THE
INSTRUMENT; E) IN EXERCISING THE AUTHORITY CONFERRED
BY TH IS ORDINARY RESOLUTION, THE COMPANY SHALL
COMPLY WITH THE PROVISIONS OF THE LI STING MANUAL
OF THE SGX-ST FOR THE TIME BEING IN FORCE UNLESS
SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST
AND THE ARTICLES OF ASSOCIATION FOR THE TIME
B EING OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE N EXT AGM OF
THE COMPANY OR THE DATE BY WHICH THE NEXT AGM
OF THE COMPANY IS REQ UIRED BY LAW TO BE HELD
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For
PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES
ACT, CHAPTER 50 OF SINGAPORE COMPANIES ACT ,
TO PURCHASE OR OTHERWISE ACQUIRE ISSUED ORDINARY
SHARES AND/OR PREFERENCE SHARES NOT EXCEE DING
IN AGGREGATE 10% OF THE ISSUED ORDINARY SHARE
CAPITAL TO ANY PURCHASE IN OR ACQUISITION OF
PREFERENCE SHARES, 10% OF THE NON-REDEEMABLE
CONVERTIVLE NON -CUMULATIVE PREFERENCE SHARE
CAPITAL OF THE COMPANY, AT SUCH PRICE OR PRICES
A S MAY BE DETERMINED BY THE DIRECTORS OF THE
COMPANY FROM TIME TO TIME UP TO 10 5% OF THE
AVERAGE CLOSING PRICE, IN CASE OF OFF-MARKET
PURCHASE 120% OF THE HI GHEST LAST DEALT PRICE,
WHETHER BY WAY OF: I) MARKET PURCHASES EACH
A MARKET PURCHASE ON THE SGX-ST; AND/OR II)
OFF-MARKET PURCHASES EACH AN OFF-MARKET P URCHASE
EFFECTED OTHERWISE THAN ON THE SGX-ST IN ACCORDANCE
WITH ANY EQUAL AC CESS SCHEME(S) AS MAY BE DETERMINED
OR FORMULATED BY THE DIRECTORS OF THE COMP ANY
AS THEY MAY, IN THEIR ABSOLUTE DISCRETION, DEEM
FIT, WHICH SCHEMES SHALL S ATISFY ALL THE CONDITIONS
PRESCRIBED BY THE COMPANIES ACT, AND OTHERWISE
IN AC CORDANCE WITH ALL OTHER LAWS, REGULATIONS
AND RULES OF THE SGX-ST AS MAY FOR T HE TIME
BEING BE APPLICABLE SHARE PURCHASE MANDATE ;
AUTHORITY EXPIRES THE E ARLIER OF THE NEXT AGM
OF THE COMPANY OR THE DATE BY WHICH THE NEXT
AGM OF TH E COMPANY IS REQUIRED BY LAW TO BE
HELD ; AND TO COMPLETE AND DO ALL SUCH ACTS AND
THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS
MAY BE REQUIRED AS THEY MA Y CONSIDER EXPEDIENT
OR NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLA TED BY THIS ORDINARY RESOLUTION
9. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against
IN ACCORDANCE WITH THE PROV ISIONS OF THE CITY
DEVELOPMENTS SHARE OPTION SCHEME 2001 THE SCHEME
AND TO A LLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF ORDINARY SHARES IN THE CAPITAL OF THE
COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT
TO THE EXERCISE OF TH E OPTIONS GRANTED UNDER
THE SCHEME PROVIDED THAT THE AGGREGATE NUMBER
OF ORDIN ARY SHARES TO BE ISSUED PURSUANT TO
THE SCHEME SHALL NOT EXCEED 8% OF THE ISSU ED
ORDINARY SHARE CAPITAL OF THE COMPANY FROM TIME
TO TIME
10. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES AND Management For
ASSOCIATED COMPANIES THAT ARE N OT LISTED ON
THE SGX-ST, OR AN APPROVED EXCHANGE, OVER WHICH
THE COMPANY, ITS SUBSIDIARIES AND/OR ITS INTERESTED
PERSON(S), HAVE CONTROL, OR ANY OF THEM, FO R
THE PURPOSE OF CHAPTER 9 OF THE LISTING MANUAL
OF THE SGX-ST, TO ENTER INTO ANY OF THE TRANSACTIONS
FALLING WITHIN THE CATEGORY OF INTERESTED PERSON
TRAN SACTIONS, AS SPECIFIED, WITH ANY PARTY WHO
IS OF THE CLASS OR CLASSES OF INTER ESTED PERSONS,
PROVIDED THAT SUCH TRANSACTIONS ARE ENTERED INTO
IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR
INTERESTED PERSON TRANSACTIONS AS SPECIFIED;
A UTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; AND AUTHOR IZE THE
DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL
SUCH ACTS AND THINGS INCLUDING EXECUTING ALL
SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY OR
HE MAY C ONSIDER EXPEDIENT OR NECESSARY OR IN
THE INTERESTS OF THE COMPANY TO GIVE EFFE CT
TO THE IPT MANDATE AND/OR THIS RESOLUTION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
CORIO NV AGM Meeting Date: 04/27/2005
Issuer: N2273C104 ISIN: NL0000288967 BLOCKING
SEDOL: 4925110, 4929286
- -----------------------------------------------------------------------------------------------------------------------------
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 21 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING AND ANNOUNCEMENTS Management
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
FOR THE FY 2004
3. APPROVE TO DETERMINE THE ANNUAL ACCOUNTS 2004 Management
4. APPROVE THE CORPORATE GOVERNANCE Management
5. APPROVE THE DIVIDEND AND RESERVE POLICY Management
6. APPROVE TO DETERMINE THE DIVIDEND 2004 Management
7. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
8. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
9. APPROVE THE PROFILE OF THE SUPERVISORY BOARD Management
10. RE-APPOINT THE EXTERNAL ACCOUNTANT Management
11. ANY OTHER BUSINESS Other
12. CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------
GIVAUDAN SA, VERNIER AGM Meeting Date: 04/27/2005
Issuer: H3238Q102 ISIN: CH0010645932 BLOCKING
SEDOL: 5980613, 5990032
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE ANNUAL ACCOUNTS Management
AND THE ACCOUNTS OF THE GROUP 2 004
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management
3. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Management
THE BALANCE PROFIT
4. APPROVE THE REDUCTION OF THE SHARE CAPITAL Management
5. ELECT THE BOARD OF DIRECTORS Management
6. ELECT THE AUDITORS AND THE GROUP AUDITOR Management
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting
CHANGE IN THE RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
HBOS PLC AGM Meeting Date: 04/27/2005
Issuer: G4364D106 ISIN: GB0030587504
SEDOL: 3058750
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 DEC 2004
2. APPROVE THE REPORT OF THE BOARD IN RELATION TO Management For
REMUNERATION POLICY AND PRACTIC E FOR THE FYE
31 DEC 2004
3. DECLARE A FINAL DIVIDEND OF 22.15 PENCE PER ORDINARY Management For
SHARE FOR THE YE 31 DEC 2 004 AND PAID ON 13
MAY 2005 TO HOLDERS OF THE ORDINARY SHARES ON
THE REGISTER ON 18 MAR 2005 IN RESPECT OF EACH
ORDINARY SHARES
4. ELECT MR. MARK TUCKER AS A DIRECTOR Management Abstain
5. RE-ELECT MR. DENNIS STEVENSON AS A DIRECTOR Management For
6. RE-ELECT MR. CHARLES DUNSTONE AS A DIRECTOR Management For
7. RE-ELECT MR. COLIN MATTHEW AS A DIRECTOR Management For
8. RE-ELECT MR. ANTHONY HOBSON AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For
THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE SHAREHOLDERS IN ACCORDANCE WITH THE PROVISIONS
OF THE COMPANIES ACT 1985 AND APPROVE THAT THEIR
REMUNERATION BE DETERMINED BY THE AUDIT COMMITTEE
S.10 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For
SECTION 94 OF THE COMPANIE S ACT 1985 INCLUDING
SALE OF TREASURY SHARES, FOR CASH, DISAPPLYING
THE STATU TORY PRE-EMPTION RIGHTS SECTION 89(1)
OF THE ACT : A) OF AN UNLIMITED AMOUNT IN CONNECTION
WITH A RIGHTS ISSUE AS IN ARTICLE 21.7; B) IN
ADDITION OF AN AGG REGATE NOMINAL AMOUNT OF GBP
49,080,217; AND C) PURSUANT TO ANY APPROVED AND
U NAPPROVED SHARE OPTION SCHEME; AUTHORITY EXPIRES
THE EARLIER OF THE DATE OF T HE AGM OF THE COMPANY
IN 2006 OR 12 JUN 2006 ; AND THE DIRECTORS MAY
ALLOT EQU ITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE R
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; IN WORKING
OUT OF THE MAXIMUM AMOUNT OF EQUITY SECURITIES
FOR THE PURPOSE OF PARAGRAPH (A) (II) OF THIS
RESOLUTION , THE NOMINAL VALUE OF RIGHTS TO SUBSCRIBE
FOR SHARES OR TO CONVERT ANY SECURI TIES INTO
SHARES WILL BE TAKEN AS THE NOMINAL VALUE OF
THE SHARES WHICH WOULD BE ALLOTTED IF THE SUBSCRIPTION
OR CONVERSION TAKES PLACE; AND FOR THE REFEREN
CES TO AN ALLOTMENT OF EQUITY SECURITIES SHALL
INCLUDE A SALE OF TREASURY SHAR ES AND THE POWER,
INSOFAR AS IT RELATES TO THE ALLOTMENT OF THE
EQUITY SECURIT IES RATHER THAN THE SALE OF TREASURY
SHARES, IS GRANTED PURSUANT TO THE AUTHOR ITY
UNDER SECTION 80 OF THE ACT CONFERRED BY ARTICLE
21 OF THE ARTICLES OF ASS OCIATION OF THE COMPANY
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For
166 OF THE COMPANIES ACT 19 85 THE ACT , TO
MAKE MARKET PURCHASES SECTION 163 OF THE ACT
OF UP TO 392,5 65,936 ORDINARY SHARES OF THE
CAPITAL OF THE COMPANY AND, WHERE SHARES ARE
HE LD AS TREASURY SHARES FOR THE PURPOSE OF EMPLOYEE
SHARE PLANS OPERATED BY THE COMPANY, AT A MINIMUM
PRICE OF 25P NOMINAL VALUE AND UP TO 105% OF
THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHAN GE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 27 JUL 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SH ARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT 19 85 THE ACT TO
A) MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
NOT EXCEEDING GBP 100,000 IN TOTAL; AND B) INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000
IN TOTAL AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM O F THE COMPANY IN 2006
OR 27 JUL 2006
13. APPROVE THE INCREASE IN AUTHORIZED SHARE CAPITAL Management For
- -----------------------------------------------------------------------------------------------------------------------------
HBOS PLC MEDIUM TERM SR NTS BOOK ENTRY 144A AGM Meeting Date: 04/27/2005
Issuer: G4364D106 ISIN: GB0030587504
SEDOL: 3058750
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT AND THE ACCOUNTS Management
2. APPROVE THE REPORT ON REMUNERATION POLICY AND Management
PRACTICE
3. DECLARE A FINAL DIVIDEND Management
4. ELECT MR. MARK TUCKER Management
5. RE-ELECT MR. DENNIS STEVENSON Management
6. RE-ELECT MR. CHARLES DUNSTONE Management
7. RE-ELECT MR. COLIN MATTHEW Management
8. RE-ELECT MR. ANTHONY HOBSON Management
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS Management
S.10 GRANT AUTHORITY TO THE ALLOTMENT OF SHARES FOR Management
CASH
S.11 GRANT AUTHORITY TO THE REPURCHASE OF ORDINARY Management
SHARES
12. APPROVE POLITICAL DONATIONS AND EXPENDITURE Management
13. APPROVE THE INCREASE IN AUTHORIZED SHARE CAPITAL Management
- -----------------------------------------------------------------------------------------------------------------------------
LEGAL & GENERAL GROUP PLC AGM Meeting Date: 04/27/2005
Issuer: G54404127 ISIN: GB0005603997
SEDOL: 0560399
- -----------------------------------------------------------------------------------------------------------------------------
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 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 3.45P PER ORDINARY Management For
SHARE
3. RE-ELECT MR. T.J. BREEDON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
4. RE-ELECT MR. F.A. HEATON AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
5. RE-ELECT MR. R.J. MARGETTS CBE AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION
6. RE-ELECT MR. H.E. STAUNTON AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTIC LE 86
7. RE-ELECT SIR. DAVID WALKER AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
10. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For
AND THE ACCOUNTS
11. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80 OF THE ACT UP TO AN AGGREGATE
NOMINAL A MOUNT OF GBP 8,132,449 5% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY ; AUTHO RITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY IN
2006 OR 30 JUN 2006 ; AND THE COMPANY MAY MAKE
ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY
BE EXERCISED AFTER THE RELEVANT PERIOD
S.12 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 11 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 9 4 OF THE ACT FOR CASH PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 11, D ISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THI S POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION
WIT H A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS;
B) UP TO AN AGGREGATE NOMI NAL AMOUNT OF GBP
8,132,449 5% OF THE ISSUED SHARE CAPITAL ;
AUTHORITY EXPIR ES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR 30
JUN 2006 ; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF T HIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EX PIRY
S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND FOR THE PURPOSE OF SECTION 166 OF THE COMPANIES
ACT 1985, TO MAKE MARKET PURCHASES OF ANY OF
ITS ORDINARY SHARES OF UP TO 325,297,974 ORDIN
ARY SHARES 5% OF THE ISSUED SHARE CAPITAL OF
THE COMPANY , AT A MINIMUM PRICE OF 2.5P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARE S DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOU
S 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEX T AGM OF THE COMPANY
IN 2006 OR 30 JUN 2006 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
S.14 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
IN SUBSTITUTION FOR AND TO TH E EXCLUSION OF
ALL EXISTING ARTICLES OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
MEDIASET SPA OGM Meeting Date: 04/27/2005
Issuer: T6688Q107 ISIN: IT0001063210 BLOCKING
SEDOL: 5077946, 5474774
- -----------------------------------------------------------------------------------------------------------------------------
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
29 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.
1. APPROVE THE BALANCE SHEET REPORT AND CONSOLIDATED Management
BALANCE SHEET REPORT AS OF 3 1 DEC 2004, THE
BOARD OF DIRECTORS MANAGEMENT REPORT, INTERNAL
AUDITORS REPO RT; RESOLUTIONS RELATED THERETO
2. AUTHORIZE THE BOARD OF DIRECTORS TO BUY AND SELL Management
OWN SHARES; CONSEQUENT RESOLU TIONS
3. APPOINT EXTERNAL AUDITORS IN ORDER TO AUDIT THE Management
BALANCE SHEET AND THE CONSOLID ATED BALANCE SHEETS
REPORTS AND IN ORDER TO AUDIT THE HALF-YEARLY
REPORT FOR T HE THREE YEARS TERM 2005/2007
4. APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN; Management
AND APPROVE TO STATE THEIR E MOLUMENTS
- -----------------------------------------------------------------------------------------------------------------------------
METROVACESA SA, MADRID OGM Meeting Date: 04/27/2005
Issuer: E7409N148 ISIN: ES0154220414
SEDOL: 5442685, 5847268, B06MMT2
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL ACCOUNTS AND THE MANAGEMENT Management For
REPORT OF THE COMPANY AND ITS C ONSOLIDATED GROUP,
THE APPLICATION OF PROFITS AND THE MANAGEMENT
OF THE BOARD OF DIRECTORS FOR THE YEAR 2004
2. APPOINT THE ADMINISTRATOR Management For
3. RE-ELECT THE AUDITORS Management For
4. AMEND ARTICLES 25, 26, 27, 28, 29, 30 AND 32 Management For
OF THE COMPANY BY-LAWS RELATED TO REGULATIONS
OF THE BOARD OF DIRECTORS
5. AUTHORIZE THE COMPANY TO CARRY OUT THE DERIVATIVE Management For
ACQUISITION OF OWN SHARES, R ENDERING VOID THE
AUTHORIZATION INCLUDED IN RESOLUTION 4 OF THE
OGM HELD ON 6 MAY 2006
6. GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO Management For
INCREASE THE SHARE CAPITAL ACCORD ING TO THE
PROVISIONS OF SECTION 153.1 B. OF THE SPANISH
LIMITED COMPANIES ACT , LE DE SOCIEDADES ANONIMAS,
WITH POWERS TO EXCLUDE THE PREFERENTIAL SUBSCRIPT
ION RIGHT IN THE SECTION 159.2 OF THE ACT, RENDERING
VOID THE AUTHORIZATION GR ANTED BY RESOLUTION
6 OF THE OGM HELD ON MAY 2004
7. APPROVE TO INCREASE THE SHARE CAPITAL BY ISSUING Management For
3, 542,044 NEW SHARES, EQUIVA LENT TO EUR 5,313,066
AT A RATIO OF ONE NEW SHARE PER 20 EXISTING SHARES,
FULL Y PAID UP AND DELEGATE NUMBER OF POWERS
TO THE BOARD OF DIRECTORS
8. APPROVE THE REPORT ON THE RULES AND REGULATIONS Management For
OF THE BOARD OF DIRECTORS
9. APPROVE TO DELEGATE POWERS FOR THE PUBLIC RECORDING Management For
OF THE RESOLUTIONS ADOPTED AS WELL AS FOR THEIR
DEVELOPMENT, AMENDMENT AND EXECUTION
10. ANY OTHER BUSINESS Other For
11. APPROVE THE DRAWING UP AND READING OF THE PROCEEDING Management For
AND ADOPT THEM AS A CORRE CT RECORD
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
NH HOTELES SOCIEDAD ANONIMA OGM Meeting Date: 04/27/2005
Issuer: E7650R103 ISIN: ES0161560018
SEDOL: 4268848, 4571784, 5846599
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, MANAGEMENT Management For
REPORT AND PROPOSED APPLIC ATION OF PROFITS OF
BOTH THE COMPANY AND ITS CONSOLIDATED GROUP,
MANAGEMENT OF THE BOARD OF DIRECTORS, ALL OF
THE FOREGOING WITH REFERENCE TO THE YEAR 2004
2. APPROVE THE DISTRIBUTION OF DIVIDEND TO BE CHARGED Management For
TO VOLUNTARY RESERVE
3. APPOINT AND RE-ELECT THE DIRECTORS Management For
4. GRANT AUTHORITY TO CARRY OUT THE ACQUISITION Management For
OF OWN SHARES, EITHER DIRECTLY OR INDIRECTLY,
ACCORDING TO THE PROVISIONS OF SECTIONS 75 AND
76 OF THE SPANISH LIMITED COMPANIES ACT, LEY
DE SOCIEDADES ANONIMAS
5. APPOINT THE FINANCIAL AUDITORS OF THE COMPANY Management For
AND ITS CONSOLIDATED GROUP
6. AMEND ARTICLES 11, 12, 13 AND 14 OF THE COMPANY Management For
BY-LAWS ABOUT THE REGULATIONS OF THE GENERAL
MEETINGS OF SHAREHOLDERS, IN PARTICULAR IN WHAT
REFERS TO ATTEN DING, PROXY AND INFORMATION RIGHTS,
FOR THE PURPOSE OF ADAPTING THEIR WORDING TO
THE NEW LAW APPLICABLE
7. AMEND AND EXECUTE THE RESOLUTIONS ADOPTED BY Management For
THE GENERAL MEETING AND FOR THEIR PUBLIC RECORDING
- -----------------------------------------------------------------------------------------------------------------------------
PIRELLI & C.SPA, MILANO OGM Meeting Date: 04/27/2005
Issuer: T76434108 ISIN: IT0000072725 BLOCKING
SEDOL: 4689803, B020D75
- -----------------------------------------------------------------------------------------------------------------------------
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
28 APR 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 BOARD OF DIRECTORS REPORT ON THE Management
MANAGEMENT ACTIVITY; THE INTERNA L AUDITORS
REPORT; BALANCE SHEET REPORT AS OF 31 DEC 2004;
PROFIT DISTRIBUTIO N
2. APPOINT MESSRS. MARCO TRONCHETTI PROVERA, ALBERTO Management
PIRELLI, CARLO ALESSANDRO PU RI NEGRI, CARLO
ORAZIO BUORA, CARLO ACUTIS, GILBERTO BENETTON,
CARLO DE BENEDE TTI, GABRIELE GALATERI DI GENOLA,
DINO PIERO GIARDA, BERARDINO LIBONATI, GIULI
A MARIA LIGRESTI, MASSIMO MORATTI, GIOVANNI PERRISSINOTTO,
GIAMPIERO PESENTI, CARLO SECCHI, PAOLO VAGNONE,
SILVANO CORBELLA, GIANNI FABRI, GIUSEPPE GUIZZI
A ND RICCARDO PEROTTA AS THE DIRECTORS AND APPROVE
TO STATE THEIR EMOLUMENT
3. APPROVE TO STATE GOVERNANCE COMMITTEE S EMOLUMENT Management
AS PER LEGISLATIVE DECREE NO . 231, 08 JUN 2001
4. APPOINT THE EXTERNAL AUDITORS IN ORDER TO AUDIT Management
THE BALANCE SHEET AND THE CONS OLIDATED BALANCE
SHEETS REPORTS, AS WELL AS THE HALF-YEARLY REPORT
RELATED TO FYS WHICH WILL CLOSE ON 31 DEC 2005/2006/2007
5. APPROVE TO BUY OWN SHARES AND EXERCISE FEATURES Management
AFTER REVOKING 11 MAY 2004 SHA REHOLDERS MEETING
RESOLUTION FOR UNUSED PART OF IT; RESOLUTION
RELATED THERETO AND POWERS BESTOWAL
- -----------------------------------------------------------------------------------------------------------------------------
RANK GROUP PLC AGM Meeting Date: 04/27/2005
Issuer: G7377H105 ISIN: GB0007240764
SEDOL: 0724076, 5909470
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
ACCOUNTS FOR THE YE 31 DEC 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND OF 9.8P PER ORDINARY Management For
SHARE
4. RE-APPOINT MR. RICHARD GREENHALGH AS A DIRECTOR Management For
5. RE-APPOINT MR. BRENDAN O NEILL AS A DIRECTOR Management For
6. RE-APPOINT MR. DAVID BODEN AS A DIRECTOR Management For
7. RE-APPOINT MR. OLIVER STOCKEN AS A DIRECTOR Management For
8. RE-APPOINT MR. MIKE SMITH AS A DIRECTOR Management For
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITORS
11. APPROVE THE RANK GROUP 2005 SHARE SAVINGS SCHEME Management For
AND AUTHORIZE THE DIRECTORS T O DO ALL ACTS AND
THINGS AS MAY BE NECESSARY OR DESIRABLE TO CARRY
THE SAME IN TO EFFECT
12. APPROVE THE RANK GROUP 2005 LONG TERM INCENTIVE Management For
PLAN AND AUTHORIZE THE DIRECTO RS TO DO ALL ACTS
AND THINGS AS MAY BE NECESSARY OR DESIRABLE TO
CARRY THE SAM E INTO EFFECT
13. APPROVE, PURSUANT TO THE AUTHORITY CONFERRED Management For
BY ARTICLE 76 OF THE COMPANY S AR TICLES OF ASSOCIATION,
THE AGGREGATE FEES WHICH THE DIRECTORS OTHER
THAN ANY DIRECTOR WHO FOR THE TIME BEING HOLDS
AN EXECUTIVE OFFICE SHALL BE PAID BY WA Y OF
REMUNERATION FOR THEIR SERVICES AS THE DIRECTORS
BE INCREASED FROM AN AMO UNT NOT EXCEEDING IN
AGGREGATE GBP 200,000 PER ANNUM TO AN AMOUNT
NOT EXCEEDIN G IN AGGREGATE GBP 500,000 PER ANNUM
14. AUTHORIZE THE DIRECTORS IN ACCORDANCE WITH THE Management For
TERMS OF PARAGRAPH (A) OF ARTIC LE 6 OF THE ARTICLES
OF ASSOCIATION ON THE BASIS THAT THE PRESCRIBED
PERIOD A S DEFINED IN PARAGRAPH (D) OF THAT
ARTICLE SHALL BE THE PERIOD EXPIRING ON TH E
DATE FOR WHICH THE AGM OF THE COMPANY NEXT FOLLOWING
THIS MEETING IS CONVENE D AND THE SECTION 80
AMOUNT AS SO DEFINED SHALL BE GBP 22,600,000
S.15 AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONDITIONAL Management For
UPON THE PASSING AS AN RES OLUTION 14 AND IN
ACCORDANCE WITH THE TERMS OF PARAGRAPH (C) OF
ARTICLE 6 OF T HE ARTICLES OF ASSOCIATION ON
THE BASIS THAT THE PRESCRIBED PERIOD AS DEFINED
IN PARAGRAPH (D) OF THAT ARTICLE SHALL BE THE
PERIOD EXPIRING ON THE DATE FO R WHICH THE AGM
OF THE COMPANY NEXT FOLLOWING THIS MEETING IS
CONVENED AND THE SECTION 89 AMOUNT AS SO DEFINED
SHALL BE GBP 3,120,000
S.16 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 4(B) Management For
OF THE ARTICLES OF ASSOCIATION , FOR THE PURPOSE
OF SECTION 166 OF THE COMPANIES ACT 1985 TO MAKE
ONE OR MORE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF UP TO 93,610,0
00 ORDINARY SHARES OF 10P EACH IN THE CAPITAL
OF THE COMPANY ORDINARY SHARES , AT A MINIMUM
PRICE OF 10P AND NOT MORE THAN 5% ABOVE THE AVERAGE
OF THE MIDD LE MARKET QUOTATIONS FOR AN ORDINARY
SHARE AS DERIVED FROM THE LONDON STOCK EX CHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPI RES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY IN
2006 OR 18 MONTHS ; 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 A ND MAY PURCHASE ORDINARY
SHARES IN PURSUANCE OF ANY SUCH CONTRACT OR CONTRACTS
17. AUTHORIZE THE DIRECTORS, TO EXERCISE THE POWER Management For
CONTAINED IN ARTICLE 134(C) OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY TO OFFER HOLDERS OF
ORDINARY SHARES THE RIGHT TO ELECT TO RECEIVE
NEW ORDINARY SHARES, CREDITED AS FULLY PAID,
IN WHOLE OR IN PART, INSTEAD OF CASH IN RESPECT
OF ANY DIVIDEND PAID OR DECLARED DURING THE PERIOD
COMMENCING ON THE DATE HEREOF AND EXPIRING AT
THE CONCLUSIO N OF THE NEXT AGM OF THE COMPANY;
AND TO DETERMINE THE BASIS OF ALLOTMENT OF N
EW ORDINARY SHARES IN RESPECT OF ANY SUCH DIVIDEND
SO THAT THE VALUE OF SUCH N EW ORDINARY SHARES
MAY EXCEED THE AMOUNT OF SUCH DIVIDEND, BUT NOT
BY MORE THA N 20% OF SUCH AMOUNT, AND FOR THESE
PURPOSES THE VALUE OF SUCH NEW ORDINARY SH ARES
SHALL BE CALCULATED BY REFERENCE TO THE AVERAGE
OF AN ORDINARY SHARE, WHI CH SHALL BE THE AVERAGE
OF THE BEST BID PRICES FOR AN ORDINARY SHARE
AS DERIVE D FROM THE STOCK EXCHANGE ELECTRONIC
TRADING SERVICE AT 10A.M., 12 NOON AND 3. 00
P.M. FOR SUCH 5 CONSECUTIVE DEALING DAYS AS THE
DIRECTORS MAY DETERMINE, SA VE THAT IF A BEST
BID PRICE FOR AN ORDINARY SHARE IS NOT SO AVAILABLE
OR IS ZE RO IN RESPECT OF ANY SUCH TIME, TO DETERMINE
THE VALUE OF SUCH NEW ORDINARY SH ARES ON SUCH
BASIS AS THEY MAY DEEM APPROPRIATE IN CONSULTATION
WITH LONDON ST OCK EXCHANGE PLC
- -----------------------------------------------------------------------------------------------------------------------------
REED ELSEVIER PLC AGM Meeting Date: 04/27/2005
Issuer: G74570105 ISIN: GB0007308355
SEDOL: 0730835, 5250220, 5909685
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For
THE YE 31 DEC 2004, TOGETHER WI TH THE REPORTS
OF THE DIRECTORS AND AUDITORS
2. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management For
SET OUT IN THE REED ELSEVIER ANN UAL REPORTS
AND THE FINANCIAL STATEMENTS 2004
3. DECLARE A FINAL DIVIDEND FOR 2004 ON THE COMPANY Management For
S ORDINARY SHARES
4. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY AT WHICH ACCOU NTS ARE LAID
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
6. ELECT MR. JAN HOMMEN AS A DIRECTOR Management For
7. ELECT MR. ERIK ENGSTROM AS A DIRECTOR Management For
8. RE-ELECT MR. MARK ARMOUR AS A DIRECTOR Management For
9. RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR Management For
10. RE-ELECT MR. ANDREW PROZES AS A DIRECTOR Management For
11. AUTHORIZE THE DIRECTORS, SUBJECT TO AND IN ACCORDANCE Management For
WITH THE ARTICLE 11 OF T HE COMPANY S ARTICLES
OF ASSOCIATION AND PURSUANT TO SECTION 80 OF
THE COMPANI ES ACT 1985, TO ALLOT RELEVANT SECURITIES
HAVING OR CONSISTING OF OR GIVING T HE RIGHT
TO SUBSCRIBE OR CONVERT INTO SHARES HAVING UP
TO AN AGGREGATE NOMINA L AMOUNT OF GBP 24.7 MILLION;
AUTHORITY EXPIRES EARLIER THE CONCLUSION THE
AG M IN 2006 OR 26 APR 2006
S.12 AUTHORIZE THE DIRECTORS, SUBJECT TO AND IN ACCORDANCE Management For
WITH THE ARTICLE 12 OF T HE COMPANY S ARTICLES
OF ASSOCIATION AND PURSUANT TO SECTION 95 THE
ACT OF T HE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES FOR CASH PURSUANT TO THE AUT HORITY
CONFERRED BY THE PREVIOUS RESOLUTION 4, DISAPPLYING
THE STATUTORY PRE-E MPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLO TMENT OF EQUITY SECURITIES: A) UP TO AN
AGGREGATE NOMINAL VALUE OF GBP 7.9 MIL LION;
AND B) THE ALLOTMENT OTHERWISE THAN PURSUANT
TO SUB-PARAGRAPH (I) ABOVE OF EQUITY SECURITIES
PURSUANT TO THE TERMS OF THE REED ELSEVIER GROUP
PLC SH ARE OPTION SCHEMES APPROVED BY THE COMPANY;
AUTHORITY EXPIRES EARLIER THE CON CLUSION OF
THE AGM IN 2006 OR 26 APR 2006
S.13 AUTHORIZE THE COMPANY, SUBJECT TO AN IN ACCORDANCE Management For
WITH ARTICLE 57 OF THE COMP ANY S ARTICLES OF
ASSOCIATION, TO MAKE MARKET PURCHASES SECTION
163(3) OF THE COMPANIES ACT 1985 OF UP TO 127
MILLION ORDINARY SHARES OF 12.5P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
12.5P AND UP TO 105% OF THE AVE RAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EX CHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPI RES
EARLIER THE CONCLUSION OF THE AGM IN 2006 OR
26 APR 2006 ; THE COMPANY, BE FORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
REED ELSEVIER PLC EGM Meeting Date: 04/27/2005
Issuer: G74570105 ISIN: GB0007308355
SEDOL: 0730835, 5250220, 5909685
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ELECT MR. STRAUSS ZELNICK AS A DIRECTOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
SEKISUI HOUSE LTD AGM Meeting Date: 04/27/2005
Issuer: J70746136 ISIN: JP3420600003
SEDOL: 4798680, 5763450, 6793906
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 9, FINAL JY 9, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE PUBLIC ANNOUNCEMENTS Management For
IN ELECTRONIC FORMAT
3 APPOINT INTERNAL STATUTORY AUDITOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
SNAM RETE GAS SPA, SAN DONATO MILANESE (MI) AGM Meeting Date: 04/27/2005
Issuer: T8578L107 ISIN: IT0003153415 BLOCKING
SEDOL: 7251470
- -----------------------------------------------------------------------------------------------------------------------------
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
28 APR 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YO UR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2004 Management
AND THE BOARD OF DIRECTORS AND THE AUDITORS REPORT
AND THE INDEPENDENT AUDITORS REPORT, CONSOLIDATED
BALANCE REPORT AS OF 31 DEC 2004
2. APPROVE THE RESOLUTIONS FOLLOWING THE CONSOLIDATED Management
BALANCE; ALLOCATION OF PROF ITS AND THE DISTRIBUTION
OF DIVIDENDS
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management
4. GRANT AUTHORITY TO DISPOSE OF OWN SHARES IN FAVOR Management
OF THE MANAGERS STOCK GRANT PLAN
5. GRANT AUTHORITY TO DISPOSE OF OWN SHARES IN FAVOR Management
OF MANAGERS STOCK OPTION PLA N
- -----------------------------------------------------------------------------------------------------------------------------
STATS CHIPPAC LTD AGM Meeting Date: 04/27/2005
Issuer: Y8162B113 ISIN: SG1I04877995
SEDOL: 6207463
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE AUDITED ACCOUNTS OF THE COMPANY FOR Management For
THE FYE 31 DEC 2004, TOGETHER WI TH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
2.a RE-ELECT MR. LIM MING SEONG AS A DIRECTOR WHO Management For
RETIRE, PURSUANT TO ARTICLE 94 O F THE ARTICLES
OF ASSOCIATION OF THE COMPANY
2.b RE-ELECT MR. TAN LAY KOON AS A DIRECTOR WHO RETIRE, Management For
PURSUANT TO ARTICLE 94 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
2.c RE-ELECT MR. TAY SLEW CHOON AS A DIRECTOR WHO Management For
RETIRE, PURSUANT TO ARTICLE 94 O F THE ARTICLES
OF ASSOCIATION OF THE COMPANY
3. RE-APPOINT MR. CHARLES RICHARD WOFFORD A DIRECTOR Management Against
WHO RETIRES UNDER SECTION 15 3(8) OF THE COMPANIES
ACT CHAPTER 50 THE COMPANIES ACT UNTIL THE
NEXT AGM OF THE COMPANY
4. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
AND APPROVE THE BOARD OF DIRECTORS TO DETERMINE
THE RE MUNERATION UPON THE RECOMMENDATION OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRE CTORS
5. APPROVE THE DIRECTORS FEES TOTALING APPROXIMATELY Management For
USD 500,067 APPROXIMATELY SGD 815.000 FOR THE
FYE 31 DEC 2004
6. AUTHORIZE THE DIRECTORS, A) PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT, TO A LLOT AND ISSUE
SHARES IN THE CAPITAL OF THE COMPANY TO ANY PERSON
ON SUCH TERM S AND CONDITIONS AND WITH SUCH RIGHTS
OR RESTRICTIONS AS THEY MAY THINK FIT TO IMPOSE
END THAT SUCH AUTHORITY EXPIRES AT THE EARLIER
OF THE CONCLUSION OF TH E NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEX T AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD; B) APPROVE THE DIRECTORS T O CREATE
AND ISSUE SECURITIES AND ALLOT AND ISSUE SHARES
IN CONNECTION THEREWI TH PURSUANT TO SECTION
161 OF THE COMPANIES ACT: I) AA) TO CREATE AND
ISSUE SE CURITIES SECURITIES INCLUDING, WITHOUT
LIMITATION, WARRANTS OR OPTIONS TO SU BSCRIBE
FOR NEW SHARES OF THE COMPANY NEW SHAMS OR
TO PURCHASE FROM THE COMP ANY OTHER SECURITIES
ISSUED OR TO BE ISSUED BY THE COMPANY, DEBT SECURITIES
EN D SECURITIES WHICH ARE CONVERTIBLE INTO, EXCHANGEABLE
FOR, OR EXERCISABLE FOR, NEW SHARES OR OTHER
SECURITIES ISSUED OR TO BE ISSUED BY THE COMPANY
TO ANY P ERSON OR PERSONS AND ON SUCH TERMS AND
CONDITIONS AS THE DIRECTORS MAY THINK F IT TO
IMPOSE; BB) TO CREATE AND ISSUE ANY FURTHER SECURITIES
FURTHER SECURITI ES AS MAY B REQUIRED OR PERMITTED
TO BE ISSUED IN ACCORDANCE WITH THE TERMS E ND
CONDITIONS OF THE SECURITIES: AND CC) TO MAKE,
ENTER INTO AND/OR ISSUE OFFE RS, AGREEMENTS,
OPTIONS, UNDERTAKINGS, GUARANTEES AND/OR INDEMNITIES
TOGETHER REFERRED TO AS AGREEMENTS WHICH WOULD
OR MIGHT REQUIRE THE ISSUE OF NEW SHAR ES OR
OTHER SECURITIES BY THE COMPANY WITH ANY PERSON
OR PERSONS AND ON SUCH T ERMS AND CONDITIONS
AS THE DIRECTORS MAY THINK FIT TO IMPOSE; II)
TO ALLOT AND ISSUE FROM TIME TO TIME: AA) SUCH
NUMBER OF NEW SHARES AS MAY BE REQUIRED OR PERMITTED
TO BE ALLOTTED OR ISSUED ON THE CONVERSION, EXCHANGE
OR EXERCISE OF THE SECURITIES, OR ANY OF THEM,
TO THE HOLDERS OF SUCH SECURITIES ON THE CONVE
RSION, EXCHANGE OR EXERCISE THEREOF, SUBJECT
TO AND OTHERWISE IN ACCORDANCE WI TH THE TERMS
AND CONDITIONS OF THE SECURITIES; BB) ON THE
SAME BASIS AS PARAGR APH (II)(AA) ABOVE, SUCH
FURTHER NEW SHARES AS MAY BE REQUIRED TO BE ALLOTTED
AND ISSUED N THE CONVERSION, EXCHANGE OR EXERCISE
OF ANY OF THE FURTHER SECURI TIES IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE FURTHER
SECURITIES: EN D CC) SUCH NUMBER OF NEW SHARES
AS MAY BE REQUIRED OR PERMITTED TO BE ALLOTTED
OR ISSUED PURSUANT TO AND OTHERWISE IN ACCORDANCE
WITH THE TERMS AND CONDITIO NS OF THE AGREEMENTS;
AND III) TO TAKE SUCH STEPS, MAKE SUCH AMENDMENTS
TO THE TERMS AND CONDITIONS OF THE SECURITIES,
THE FURTHER SECURITIES AND THE AGREEM ENTS AND
ANY OF THEM, AND EXERCISE SUCH DISCRETION AS
THE DIRECTORS MAY FROM T IME TO TIME DEEM FIT,
ADVISABLE OR NECESSARY IN CONNECTION WITH ALL
OR ANY OF THE ABOVE MATTERS; C) AUTHORIZE THE
DIRECTORS, TO ALLOT AND ISSUE FROM TIME TO TIME
SUCH NUMBER OF SHARES OF THE COMPANY AS MAY BE
REQUIRED TO BE ISSUED PUR SUANT TO THE EXERCISE
OF THE OPTIONS UNDER THE SUBSTITUTE PLANS; D)
AUTHORIZE THE DIRECTORS, TO OFFER AND GRANT OPTIONS
IN ACCORDANCE WITH THE PREVISIONS OF THE SHARE
OPTION PLAN AND TO ALLOT AND ISSUE FROM TIME
TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL
OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED
PURSUANT TO THE EXERCISE OF SUCH OPTIONS; E)
AUTHORIZE THE DIRECTORS, TO OFFER AND GRA NT
RIGHTS TO PURCHASE SHARES IN THE CAPITAL OF THE
COMPANY IN ACCORDANCE WITH THE PREVISIONS OF
THE ESPP AND TO ALLOT AND ISSUE FROM TIME TO
TIME SUCH NUMBE R OF SHARES OF THE COMPANY AS
MAY HA REQUIRED TO BE ISSUED PURSUANT TO THE
EXE RCISE OF SUCH RIGHTS
7. TRANSACT ANY OTHER BUSINESS Other Against
- -----------------------------------------------------------------------------------------------------------------------------
UNITED OVERSEAS BANK LTD, SINGAPORE AGM Meeting Date: 04/27/2005
Issuer: V96194127 ISIN: SG1M31001969
SEDOL: 5812716, 6916781, 6916877, B06P5N6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS, THE DIRECTORS Management For
REPORT AND THE AUDITORS REPO RT FOR THE YE
31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 40% 40 CENTS PER Management For
SHARE LESS 20% INCOME TAX FOR T HE YE 31 DEC
2004
3. APPROVE THE DIRECTORS FEES OF SGD 600,000 FOR Management For
2004 2003: SGD 618,750
4. RE-APPOINT MESSRS ERNST & YOUNG AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE T HE DIRECTORS TO
FIX THEIR REMUNERATION
5. RE-ELECT MR. WONG MENG MENG AS A DIRECTOR Management For
6. RE-ELECT MR. TAN KOK QUAN AS A DIRECTOR Management For
7. RE-ELECT MR. NGIAM TONG DOW AS A DIRECTOR Management For
8. RE-APPOINT MR. WEE CHO YAW AS A DIRECTOR, PURSUANT Management Against
TO SECTION 153(6) OF THE CO MPANIES ACT, CAP.
50, UNTIL THE NEXT AGM OF THE COMPANY
9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT, CAP. 50 , TO OFFER
AND GRANT OPTIONS IN ACCORDANCE WITH THE REGULATIONS
OF THE UOB 199 9 SHARE OPTION SCHEME THE SCHEME
AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS
UNDER THE SCHEME, PROVIDED THAT THE AGGREGATE
NUMBE R OF SHARES TO BE ISSUED PURSUANT TO THIS
RESOLUTION SHALL NOT EXCEED 15% OF T HE ISSUED
SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CAP. 50 , TO ISSUE
SHARES IN THE COMPANY AT ANY TIME AND UPON SUCH
TERMS AND CONDITION S AND FOR SUCH PURPOSES AS
THE DIRECTORS MAY, IN THEIR ABSOLUTE DISCRETION,
DE EM FIT PROVIDED THAT THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED PURSUANT TO T HIS RESOLUTION
SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY FOR THE TIME BEING
- -----------------------------------------------------------------------------------------------------------------------------
UNITED OVERSEAS BANK LTD, SINGAPORE EGM Meeting Date: 04/27/2005
Issuer: V96194127 ISIN: SG1M31001969
SEDOL: 5812716, 6916781, 6916877, B06P5N6
- -----------------------------------------------------------------------------------------------------------------------------
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 OF SINGAPORE THE COMPANIES ACT
, TO PURCH ASE OR OTHERWISE ACQUIRE ISSUED ORDINARY
SHARES OF SGD 1.00 EACH FULLY PAID IN THE CAPITAL
OF THE COMPANY THE SHARES NOT EXCEEDING IN
AGGREGATE THE MAXIMU M LIMIT AS SPECIFIED ,
AT SUCH PRICE OR PRICES AS MAY BE DETERMINED
BY THE DI RECTORS OF THE COMPANY FROM TIME TO
TIME UP TO THE MAXIMUM PRICE AS SPECIFIED ,
WHETHER BY WAY OF: I) MARKET PURCHASE(S) ON THE
SINGAPORE EXCHANGE SECURITI ES TRADING LIMITED
SGX-ST ; AND/OR II) OFF-MARKET PURCHASE(S)
IF EFFECTED OT HERWISE THAN ON SGX-ST IN ACCORDANCE
WITH ANY EQUAL ACCESS SCHEME(S) AS MAY B E DETERMINED
OR FORMULATED BY THE DIRECTORS OF THE COMPANY
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
SGX-ST AS MAY FOR THE TIME BEING BE APPLICABLE
THE SHARE PURCHASE MANDA TE ; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE C OMPANY OR THE DATE BY WHICH THE NEXT
AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD
; AND TO COMPLETE AND DO ALL SUCH ACTS AND THINGS
INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE
REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT
O R NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Vote Proposal
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU D ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
VALORA HOLDING AG, BERN MIX Meeting Date: 04/27/2005
Issuer: H53670198 ISIN: CH0002088976 BLOCKING
SEDOL: 4581619, 5978522
- -----------------------------------------------------------------------------------------------------------------------------
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.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
VALORA HOLDING AG, BERN OGM Meeting Date: 04/27/2005
Issuer: H53670198 ISIN: CH0002088976 BLOCKING
SEDOL: 4581619, 5978522
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216896, 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.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. APPROVE THE 2004 ANNUAL REPORT AND FINANCIAL Management
STATEMENTS OF VALORA HOLDING AG A ND THE 2004
CONSOLIDATED FINANCIAL STATEMENTS OF THE VALORA
GROUP AND RECEIPT THE RESPECTIVE AUDITORS REPORTS;
AND APPROVE THE 2004 ANNUAL REPORT AND THE FI
NANCIAL STATEMENTS OF VALORA HOLDING AG AND THE
2004 CONSOLIDATED FINANCIAL ST ATEMENTS OF THE
VALORA GROUP
2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE CORPORATE MAN AGEMENT
3. APPROVE THE APPROPRIATION OF THE PROFIT AVAILABLE Management
FOR DISTRIBUTION OF VALORA H OLDING AG
4.1 RE-ELECT THE BOARD MEMBERS Management
4.2 ELECT THE BOARD MEMBERS Management
4.3 ELECT THE STATUTORY AND GROUP AUDITORS Management
5.1 APPROVE THAT THE COMPANY SHARE CAPITAL BE REDUCED Management
BY CHF 2,700,000 FROM CHF 35 ,700,000 TO CHF
33,000,000 THROUGH THE DELETION OF 270,000 REGISTERED
SHARES O F VALORA HOLDING AG WITH A NOMINAL VALUE
OF CHF 20 EACH WHICH WERE ACQUIRED UN DER THE
SHARE BUYBACK PROGRAMME CONDUCTED BETWEEN 15
NOV 2004 AND 11 FEB 2005 IN ACCORDANCE WITH THE
CORRESPONDING RESOLUTION OF THE EGM 20 OCT 2004
5.2 APPROVE THAT SUCH REDUCTION BE EFFECTED WITH Management
THE DUE AND FULL REGARD TO THE SP ECIAL AUDITORS
REPORT COMPILED BY PRICEWATERHOUSECOOPERS AG
IN ACCORDANCE WITH THE ARTICLE 732, PARAGRAPH
2 OF THE SWISS CODE OF OBLIGATIONS, UNDER WHICH
AL L CREDITORS CLAIMS REMAIN FULLY COVERED AFTER
SUCH REDUCTION
5.3 AMEND, SHOULD RESOLUTION 6 NOT BE APPROVED OR Management
ITS PROVISIONS NOT BE IMPLEMENTE D, ARTICLE 3
OF THE ARTICLES OF INCORPORATION AS FOLLOWS:
THE COMPANY S SHARE CAPITAL SHALL AMOUNT TO CHF
33,000,00, AND SHALL CONSIST OF 3,300,000 FULLY-PA
ID-UP REGISTERED SHARES OF CHF 10 NOMINAL VALUE
6.1 APPROVE, SUBJECT TO APPROVAL OF RESOLUTION 5, Management
THAT THE COMPANY SHARE CAPITAL B E REDUCED BY
CHF 29,700,000 FROM SHARE BY CHF 9 FROM CHF 10
TO CHF 1 AND THE P AYMENT TO SHAREHOLDERS OF
THE REDUCTION AMOUNT OF CHF 9 PER VALORA HOLDING
AG REGISTERED SHARE
6.2 APPROVE, SUBJECT TO APPROVAL OF RESOLUTION 5, Management
THAT THE REDUCTION BE EFFECTED W ITH DUE AND
FULL REGARD TO THE SPECIAL AUDITORS REPORT COMPLIED
BY PRICEWATERH OUSECOOPERS AG IN ACCORDANCE WITH
THE ARTICLE 732, PARAGRAPH 2 OF THE SWISS CO
DE OF OBLIGATIONS, UNDER WHICH ALL CREDITORS
CLAIMS REMAIN FULLY COVERED AFTER THE CAPITAL
REDUCTION AS SPECIFIED
6.3 AMEND, SUBJECT TO APPROVAL OF RESOLUTION 5, ARTICLE Management
3, SECTION 1 AND ARTICLE 3 A, SECTION 1 OF THE
ARTICLES OF INCORPORATION
7. AMEND THE THRESHOLD REQUIRED TO DEMAND THE INCLUSION Management
OF ITEMS ON THE AGENDA UN DER THE ARTICLE 8,
SECTION 3 OF THE ARTICLE OF INCORPORATION
- -----------------------------------------------------------------------------------------------------------------------------
ABN AMRO HOLDING NV AGM Meeting Date: 04/28/2005
Issuer: N0030P459 ISIN: NL0000301109 BLOCKING
SEDOL: 0276920, 5250769, 5250770, 5250781, 5250792, 5254589, 6004114
- -----------------------------------------------------------------------------------------------------------------------------
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 21 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. APPROVE THE REPORT OF FY 2004 Management
2.a APPROVE THE 2004 FINANCIAL STATEMENTS Management
2.b APPROVE THE POLICY ON DIVIDENDS AND ADDITIONS Management
TO RESERVES AND ADOPT THE 2004 D IVIDEND
2.c GANT DISCHARGE FROM LIABILITY TO MANAGEMENT Management
BOARD FOR THEIR MANAGEMENT CONDUC TED OVER 2004
2.d GRANT DISCHARGE FROM LIABILITY TO SUPERVISORY Management
BOARD FOR THEIR SUPERVISION EXER CISED OVER 2004
3. APPROVE THE MANAGING BOARD COMPENSATION POLICY Management
4.a APPOINT MR. ROBERT F. VAN DEN BERGH TO THE SUPERVISORY Management
BOARD
4.b APPOINT MR. ANTHONY RUYS TO THE SUPERVISORY BOARD Management
5.a APPROVE THE CORPORATE GOVERNANCE Management
5.b AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management
WITH THE IMPLEMENTATION OF THE STRUCTURE ACT
AND THE DUTCH CORPORATE GOVERNANCE CODE
6. AUTHORIZE THE MANAGING BOARD TO HAVE THE COMPANY Management
ACQUIRE FOR A CONSIDERATION S HARES IN ITS OWN
CAPITAL
7.a AUTHORIZE THE MANAGING BOARD TO ISSUE ORDINARY Management
SHARES, CONVERTIBLE PREFERENCE SHARES AND PREFERENCE
FINANCING SHARES OR TO GRANT RIGHTS TO TAKE UP
SUCH CLAS SES OF SHARES
7.b AUTHORIZE THE MANAGING BOARD TO RESTRICT OR EXCLUDE Management
THE PRE-EMPTIVE RIGHTS GRA NTED TO SHAREHOLDERS
BY LAW OR ARTICLES OF ASSOCIATION
8. ANY OTHER BUSINESS Other
- -----------------------------------------------------------------------------------------------------------------------------
ALLEANZA ASSICURAZIONI SPA, MILANO AGM Meeting Date: 04/28/2005
Issuer: T02772134 ISIN: IT0000078193 BLOCKING
SEDOL: 4015970, 5465916
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
29 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
1. APPROVE THE BOARD OF DIRECTORS AND THE INTERNAL Management
AUDITORS REPORTS ON THE MANA GEMENT ACTIVITY
FOR THE YEAR 2004, BALANCE SHEET REPORTS AS OF
31 DEC 2004; RE SOLUTIONS RELATED THERETO
2. APPOINT THE DIRECTORS AS PER ARTICLE 2386 OF Management
THE CIVIL CODE
3. APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management
AND APPROVE TO STATE THEIR EM OLUMENTS
- -----------------------------------------------------------------------------------------------------------------------------
AMVESCAP PLC AGM Meeting Date: 04/28/2005
Issuer: G4917N106 ISIN: GB0001282697
SEDOL: 0128269, 5829802
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For
DEC 2004, AND THE REPORTS OF THE DIRECTORS AND
AUDITORS THEREON
2. RECEIVE AND ADOPT THE REPORT OF THE BOARD ON REMUNERATION Management For
3. DECLARE A FINAL DIVIDEND OF 5P PER ORDINARY SHARE Management For
PAYABLE ON 04 MAY 2005, TO S HAREHOLDERS ON THE
REGISTER AT THE CLOSE OF BUSINESS ON 01 APR 2005
4. RE-ELECT MR. REX ADAMS AS A DIRECTOR OF THE COMPANY, Management For
WHO RETIRES IN ACCORDANCE WITH ARTICLE 116.1
OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT SIR JOHN BANHAM AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORDAN CE WITH ARTICLE
116.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. CHARLES W. BRADY AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES IN ACC ORDANCE WITH
ARTICLE 116.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-ELECT MR. DENIS KESSLER AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES IN ACCORD ANCE WITH ARTICLE
116.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
8. ELECT MR. EDWARD LAWRENCE AS A DIRECTOR OF THE Management For
COMPANY
9. RE-ELECT MR. BEVIS LONGSTRETH AS A DIRECTOR OF Management For
THE COMPANY, PURSUANT TO SECTIO N 293 OF THE
COMPANIES ACT 1985
10. ELECT MR. JOHN D. ROGERS AS A DIRECTOR OF THE Management For
COMPANY
11. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS, Management For
TO HOLD OFFICE FROM THE CONCLUSI ON OF THE AGM
TO THE CONCLUSION OF THE NEXT MEETING OF SHAREHOLDERS
AT WHICH A CCOUNTS ARE LAID BEFORE THE COMPANY,
AND AUTHORISE THE AUDIT COMMITTEE TO FIX THEIR
REMUNERATION
12. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For
TO ANY PREVIOUS EXERCI SE OF THE AUTHORITIES,
IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES
ACT 1985 , TO ALLOT RELEVANT SECURITIES SECTION
80(2) UP TO AN AGGREGATE NOMINAL AMOU NT OF
GBP 59,750,000; AUTHORITY EXPIRES ON 27 APR
2010 ; AND THE DIRECTORS MA Y ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For
TO THE PASSING OF RESOLUTION 1 2, PURSUANT TO
SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT
EQUITY SECURITIE S SECTION 94 OF THE COMPANIES
ACT FOR CASH, DISAPPLYING SECTION 89(1) OF THA
T ACT, PROVIDED THAT THIS POWER IS LIMITED TO
THE ALLOTMENT OF EQUITY SECURITI ES I) IN CONNECTION
WITH A RIGHTS ISSUE, BEING AN OFFER OF EQUITY
SECURITIES T O: THE HOLDERS OTHER THAN THE COMPANY
OF ORDINARY SHARES OF 25P EACH IN THE CAPITAL
OF THE COMPANY ON THE RELEVANT REGISTER ON A
FIXED RECORD DATE IN PROP ORTION AS NEARLY AS
MAY BE TO THEIR RESPECTIVE HOLDINGS OF ORDINARY
SHARES FOR WHICH PURPOSE HOLDINGS IN CERTIFICATED
AND UNCERTIFICATED FORM MAY BE TREA TED AS SEPARATE
HOLDINGS ; AND II) UP TO AN AGGREGATE NOMINAL
VALUE NOT EXCEED ING GBP 10,125,000; AUTHORITY
EXPIRES, UNLESS RENEWED, ON 27 APR 2010 ; AND,
AUTHORIZE THE COMPANY TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTH ORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY; UP ON THE PASSING OF THIS RESOLUTION,
THE RESOLUTION PASSED AS RESOLUTION 12 AT T HE
AGM ON 29 APR 2004, SHALL BE OF NO FURTHER FORCE
OR EFFECT WITHOUT PREJUDI CE TO ANY PREVIOUS
EXERCISE OF THE POWERS GRANTED THEREBY ; THE
NOMINAL AMOUNT OF ANY SECURITIES SHALL BE TAKEN
TO BE, IN THE CASE OF RIGHTS TO SUBSCRIBE FO
R, OR CONVERT ANY SECURITIES INTO, SHARES OF
THE COMPANY, THE NOMINAL VALUE OF SUCH SHARES
WHICH MAY BE ISSUED PURSUANT TO SUCH RIGHTS
S.14 AUTHORIZE THE COMPANY, PURSUANT TO SECTION 166 Management For
OF THE COMPANIES ACT 1985, TO M AKE MARKET PURCHASES
SECTION 163 OF THAT ACT OF UP TO 81,076,000
ORDINARY SH ARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE
OF 25P PER ORDINARY SHARE AND NOT MORE THAN 105%
OF THE AVERAGE OF THE MIDDLE MARKET PRICE SHOWN
IN QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DA YS; AUTHORITY
EXPIRES THE EARLIER OF 27 JUL 2006 OR THE CONCLUSION
OF THE NEX T AGM OF THE COMPANY ; UPON THE PASSING
OF THIS RESOLUTION, THE RESOLUTION PAS SED AS
RESOLUTION 13 AT THE AGM ON 29 APR 2004, SHALL
BE OF NO FURTHER FORCE O R EFFECT WITHOUT PREJUDICE
TO ANY PREVIOUS EXERCISE OF THE AUTHORITIES GRANTE
D THEREBY
S.15 AMEND ARTICLE 127 OF THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY BY INSERTING A NEW ARTICLE 127.2
AS SPECIFIED
S.16 AMEND THE MEMORANDUM AND ARTICLES OF ASSOCIATION Management For
OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
ASSICURAZIONI GENERALI SPA, TRIESTE OGM Meeting Date: 04/28/2005
Issuer: T05040109 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833
- -----------------------------------------------------------------------------------------------------------------------------
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
29 APR 2005 AND THIRD CALL ON 30 APR 2005 .YOUR
VOTING INSTRUCTION S 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 MEETI NG IS CANCELLED.
THANK YOU.
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU.
O.1 APPROVE THE BALANCE SHEET AS OF 31 DEC 2004; Management
RESOLUTIONS RELATED THERETO
O.2 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management
AND APPROVE THEIR SALARY; RES OLUTIONS RELATED
THERETO
E.3 APPROVE THE STOCK OPTION PLAN TO INCREASE THE Management
STOCK CAPITAL IN FAVOUR OF A STO CK OPTION PLAN
TO BE RESERVED TO THE CHAIRMAN AND TO THE MANAGING
DIRECTORS OF THE COMPANY AFTER HAVING EMPOWERED
THE SHAREHOLDERS MEETING AS PER ARTICLE 24 41,
4TH COMMA OF THE ITALIAN CIVIL CODE TO EMPOWER
THE BOARD OF DIRECTORS IN O RDER TO INCREASE
THE SHARE CAPITAL IN FAVOUR OF A STOCK OPTION
PLAN TO BE RESE RVED TO THE COMPANY S AND ITS
SUBSIDIARIES EMPLOYEES; AMEND ARTICLE 8 OF THE
B Y-LAWS; RESOLUTIONS RELATED THERETO
E.4 AMEND ARTICLE 20.1 OF THE BY-LAWS TO ESTABLISH Management
RESPONSIBILITIES IN ISSUING NO N-CONVERTIBLE
BOND ; RESOLUTIONS RELATED THERETO
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
AUTOSTRADE SPA, ROMA OGM Meeting Date: 04/28/2005
Issuer: T0708B109 ISIN: IT0003506190 BLOCKING
SEDOL: 7667163, B06LKR3
- -----------------------------------------------------------------------------------------------------------------------------
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
29 APR 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YO UR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
1. APPROVE THE BOARD OF DIRECTORS, THE INTERNAL Management
AND THE EXTERNAL AUDITORS REPORT ON FY 2004 AS
PER ARTICLE 156 OF LEGISLATIVE DECREE NO. 58/59;
THE BALANCE SHE ET REPORTS AS OF 31 DEC 2004;
RESOLUTIONS RELATED THERETO
2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES AS Management
PER ARTICLE 2357 AND FOLLOWING A ND ARTICLE 132
OF LEGISLATIVE DECREE N. 58/98
- -----------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC AGM Meeting Date: 04/28/2005
Issuer: G08036124 ISIN: GB0031348658
SEDOL: 3134865
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For
AUDITORS AND THE AUDITED ACCOUNTS OF THE COMPANY
FOR THE YE 31 DEC 2004; THE DIRECTORS ARE REQUIRED
TO PRESENT TO THE AGM THE REPORTS OF THE DIRECTORS
AND THE AUDITORS AND THE AUDITED ACCO UNTS OF
THE COMPANY FOR EACH FY IN THIS CASE FOR THE
YE 31 DE 2004
2. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For
FOR THE YE 31 DEC 2004
3. RE-ELECT SIR ANDREW LIKIERMAN AS A DIRECTOR OF Management For
THE COMPANY
4. RE-ELECT MR. RICHARD LEIGH CLIFFORD AS A DIRECTOR Management For
OF THE COMPANY
5. RE-ELECT MR. MATTHEW WILLIAM BARRETT AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES BY ROTATION
6. RE-ELECT MR. JOHN SILVESTER VARLEY AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES BY ROTATION
7. RE-ELECT MR. THOMAS DAVID GUY ARCULUS AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRE S BY ROTATION
8. RE-ELECT SIR NIGEL RUDD AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATION
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP, CHARTERED Management For
ACCOUNTANT AND REGISTERED AUD ITORS, AS THE AUDITORS
OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For
OF THE AUDITORS
11. ADOPT THE BARCLAYS PLC PERFORMANCE SHARE PLAN Management For
THE PSP ; AUTHORIZE THE DIRECTO RS TO DO ALL
SUCH ACTS AND THINGS NECESSARY OR EXPEDIENT TO
IMPLEMENT THE PSP INCLUDING MAKING SUCH CHANGES
TO THE DRAFT RULES OF THE PSP AS THE DIRECTORS
C ONSIDER NECESSARY OR DESIRABLE TO OBTAIN ANY
APPROVALS OR TO TAKE ACCOUNT OF A NY STATUTORY,
FISCAL, EXCHANGE CONTROL OR SECURITIES REGULATIONS
EITHER GENERA LLY OR IN RELATION TO ANY POTENTIAL
PARTICIPANTS PROVIDED THAT THE OVERALL LIM ITS
CONTAINED IN THE PSP CONTINUE TO APPLY
12. AUTHORIZE THE DIRECTORS TO ESTABLISH SUCH NUMBER Management For
OF SUPPLEMENTS ORT APPENDICES TO THE PSP AS HAS
BEEN APPROVED BY THE COMPANY IN THE GENERAL MEETING
OR SUCH OTHER EMPLOYEES SHARE PLAN BASED ON THE
PSP, IN RELATION TO ORDINARY SHARES I N THE CAPITAL
OF THE COMPANY THE SHARES AS THEY CONSIDER
NECESSARY OR DESIRA BLE TO TAKE ADVANTAGE TO
COMPLY WITH LOCAL LAWS AND REGULATIONS FOR THE
BENEFI T OF EMPLOYEES OF THE COMPANY OR OF ANY
OF ITS SUBSIDIARIES WHO ARE RESIDENT O R WORKING
OVERSEAS AND FOR WHOM PARTICIPATION IN THE PSP
IS OTHERWISE CONSIDER ED BY THE DIRECTORS TO
BE UNDESIRABLE OR IMPRACTICAL AND FROM TIME TO
TIME TO MAKE OR PERMIT THE MAKING OF SUCH ALTERATIONS
TO SUCH SUPPLEMENTS, APPENDICES OR OTHER EMPLOYEES
SHARE PLAN AS THEY CONSIDER NECESSARY OR DESIRABLE
PROVIDED THAT: A) HAVING REGARD TO THE BENEFITS
WHICH MAY BE CONFERRED ON AN EMPLOYEE PARTICIPATING
IN THE PSP, ALL SUCH SUPPLEMENTS APPENDICES OR
OTHER EMPLOYEES S HARE PLAN SHALL CONFER BENEFITS
AND CONTAINS LIMITATIONS SO AS TO ENSURE, SO
F AR AS THE DIRECTORS CONSIDER PRACTICABLE, SUBSTANTIAL
EQUALITY OF TREATMENT BE TWEEN UK EMPLOYEES AND
EMPLOYEES RESIDENT OVERSEAS; B) THE OVERALL LIMITS
ON T HE NUMBER OF SHARES, WHICH MAYBE SUBSCRIBED
UNDER THE PSP, SHALL NOT BE INCREA SED THERE
BY AND THAT SHARES WHICH MAY BE EMPLOYEES SHARE
PLAN SHALL COUNT TOW ARDS SUCH LIMITS
13. APPROVE, IN SUBSTITUTION FOR ALL EXISTING AUTHORITIES, Management For
TO RENEW THE AUTHORITY CONFERRED ON THE DIRECTORS
BY ARTICLE 12(A) OF THE COMPANY S ARTICLES OF
ASSOC IATION OF THE COMPANY FOR THE PERIOD EXPIRING
ON THE DATE OF THE AGM OF THE CO MPANY TO BE
HELD IN 2006 OR 28 APR 2006, THAT THE SECTION
80 AMOUNT BEING GBP 538,163,237; AUTHORITY EXPIRES
AT THE END OF THE NEXT AGM OF THE COMPANY
S.14 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 13 AND IN SUBSTI TUTION FOR ALL
EXISTING UNEXERCISED AUTHORITIES, THE AUTHORITY
AND POWER CONFE RRED ON THE DIRECTORS BY ARTICLE
12(B) OF THE ARTICLE OF ASSOCIATION OF THE CO
MPANY, TO ALLOT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 80,724,48 5 FOR CASH OTHERWISE
THAN ON A PRO-RATA BASIS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY ON 28 APR 2006 ; AND THE DIRE
CTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUAN CE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 ON
THE LONDON STOCK EXCHANGE OF UP TO 968,600,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL AND
MAY HOLD SUCH SHARES AS TREASURY SHARES, AT A
MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FO R SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSIO N OF THE
AGM OF THE COMPANY IN 2006 OR 18 MONTHS ; THE
COMPANY, BEFORE THE EXP IRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXEC UTED 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, 86588, 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
- -----------------------------------------------------------------------------------------------------------------------------
BBA GROUP PLC AGM Meeting Date: 04/28/2005
Issuer: G08932116 ISIN: GB0000677483
SEDOL: 0067748
- -----------------------------------------------------------------------------------------------------------------------------
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 YE 3 1 DEC 2004 TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS
THEREON
2. DECLARE A FINAL DIVIDEND OF 7.95P PER SHARE ON Management For
THE ORDINARY SHARES OF THE COMP ANY
3. RE-ELECT MR. ROQUES AS A DIRECTOR Management For
4. RE-ELECT MR. ROUGH AS A DIRECTOR Management For
5. RE-ELECT MR. VAN ALLEN AS A DIRECTOR Management For
6. RE-ELECT MR. HARPER AS A DIRECTOR Management For
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For
9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 37,595,902; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR 30 JUN 20
06 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH
PURSUANT TO RESOLUTION 9 OR AS A SALE OF TREASURY
SHARES, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) O F THE ACT , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SEC URITIES A) IN CONNECTION WITH OR PURSUANT
TO AN OFFER BY WAY OF RIGHTS TO THE HOLDERS OF
SHARES IN THE COMPANY AND OTHER PERSONS TO SUCH
HOLDERS HOLDINGS O F SUCH SHARES; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,645,030;
AUT HORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR 30 JUN 2006 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORI TY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE COMPANY, SUBJECT TO THE APPROVAL Management For
OF THE HOLDERS OF 6.75% CUMULAT IVE REDEEMABLE
CONVERTIBLE PREFERENCE SHARES AND FOR THE PURPOSES
OF SECTION 1 66 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES SECTION 163 OF THE ACT
OF UP TO 67,695,205 ORDINARY SHARES 14.99% OF
THE ISSUED SHARE CAPITAL OF 25P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
25P AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET
VALUE FOR SUCH SHARES DERIVED FROM THE LONDO
N STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE
5 BUSINESS DAYS PRECEDING THE DA TE OF PURCHASE;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
IN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WH
ICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For
166 OF THE COMPANIES ACT 19 85, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT ON THE LONDON
STOCK EXCH ANGE OF UP TO 8,394,508 14.99% OF
THE ISSUED SHARE CAPITAL CUMULATIVE REDEEM ABLE
CONVERTIBLE PREFERENCE SHARES OF 6.75% CUMULATIVE
REDEEMABLE CONVERTIBLE PREFERENCE SHARES OF GBP
1 EACH IN THE CAPITAL OF THE COMPANY CONVERTIBLE
PRE FERENCE SHARES , AT A MINIMUM PRICE OF GBP
1.00 AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET
VALUE FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE D AILY OFFICIAL LIST, FOR THE
10 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
IN 2006 ; THE COMPANY, BEFORE T HE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY B E EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
13. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
- -----------------------------------------------------------------------------------------------------------------------------
BOUYGUES, GUYANCOURT MIX Meeting Date: 04/28/2005
Issuer: F11487125 ISIN: FR0000120503 BLOCKING
SEDOL: 2696612, 4002121, 4067528, 4115159, 7164028
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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 REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS,
AND APPROVE THE FINANCIAL STATEMENTS SHOWING
A NET PROFIT OF EUR 585,890,337.74 AND THE BALANCE
SHEET FOR THE YE 31 DEC 2004; AND GRANT P ERMANENT
DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE
OF THEIR DUTIES DURING THE SAID FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
CHAIRMAN AND THE STATUTORY AUDI TORS AND THE
FINANCIAL REPORT OF THE BOARD OF DIRECTORS AND
APPROVE THE CONSOL IDATED FINANCIAL STATEMENTS
SHOWING A NET PROFIT OF EUR 858,113,000.00
FOR T HE SAID FY
O.3 APPROVE TO APPROPRIATE THE DISTRIBUTABLE PROFITS Management
OF EUR 628,343,867.62 AS FOLL OWS: SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS: EUR 2,871,169.00;
OTHER RESER VES: EUR 100,000,000.00; DISTRIBUTION
REFERRING TO THE FIRST NET DIVIDEND: EUR 16,637,931.20
EUR 0.05 NET PER SHARE OR INVESTMENT CERTIFICATE
; DISTRIBUTIO N REFERRING TO THE ADDITIONAL DIVIDEND:
EUR 232,931,036.80 EUR 0.70 NET PER S HARE OR
INVESTMENT CERTIFICATE ; CARRY FORWARD ACCOUNT:
EUR: 275,903,730.62; T HE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 0.75 PER SHARE AND PER
INVE STMENT CERTIFICATE; THIS DIVIDEND WILL BE
PAID ON 04 MAY 2005
O.4 APPROVE THAT AN AMOUNT OF EUR 200,000,000.00 Management
CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS ACCOUNT WILL BE TRANSFERRED TO THE ACCOUNT
ENTITLED O THER RESERVES; CONSEQUENTLY, THE SPECIAL
RESERVE ON LONG-TERM CAPITAL GAINS AC COUNT WILL
AMOUNT TO EUR 183,615,274.88; GRANT ALL POWERS
TO THE BOARD OF DIRE CTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.5 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 AG REEMENTS REFERRED TO THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management
ROUGER AS A DIRECTOR FOR A P ERIOD OF 3 YEARS,
PROVIDED THAT RESOLUTION O.23 IS APPROVED
O.7 APPOINT MR. THIERRY JOURDAINE AS A DIRECTOR MEMBER Management
OF THE SUPERVISORY BOARD OF ONE OF THE INVESTMENT
TRUSTS OWNING SOME COMPANY S SHARES FOR A PERIOD
OF 2 Y EARS
O.8 APPOINT MR. JEAN-MICHEL GRAS AS A DIRECTOR MEMBER Management
OF THE SUPERVISORY BOARD OF ONE OF THE INVESTMENT
TRUSTS OWNING SOME COMPANY S SHARES, FOR A PERIOD
OF 2 Y EARS
O.9 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANY S SHARES IN THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 60.00 PE R SHARE OR PER INVESTMENT
CERTIFICATE; MINIMUM SALE PRICE: EUR 25.00 PER
SHARE OR PER INVESTMENT CERTIFICATE; THE MAXIMUM
NUMBER OF SHARES TO BE TRADED SHAL L NOT EXCEED
10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MON THS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCO MPLISH ALL NECESSARY FORMALITIES; THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
WITH MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTI ON RIGHT, THE SHARE CAPITAL BY WAY
OF ISSUING COMPANY S ORDINARY SHARES OR SEC URITIES
GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY
OR OF ANOTHER COMPANY CONTROLLED MORE THAN 50%
BY IT; THE MAXIMUM SHARE CAPITAL INCREASE IN
CASH TO BE ISSUED SHALL NOT EXCEED EUR 150,000,000.00;
THE MAXIMUM NOMINAL AMOUNT OF D EBT SECURITIES
TO BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
THIS DELEGATION OF POWERS SUPERSEDES, FOR TH
E FRACTION UNUSED, ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; GRANT A LL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPL ISH ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management
INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 4,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARE S OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; THIS DELEGATION OF POWERS
SUPERSEDES FOR THE FRACTION U NUSED ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
WITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RI GHT, THE SHARE CAPITAL BY WAY
OF ISSUING COMPANY S ORDINARY SHARES OR SECURITI
ES GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY
OR OF ANOTHER COMPANY CONTR OLLED MORE THAN 50%
BY IT; THE MAXIMUM SHARE CAPITAL INCREASE TO
BE ISSUED SHA LL NOT EXCEED EUR 150,000,000.00;
THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIE
S TO BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00;
AUTHORITY EXPIRES AT TH E END OF 26 MONTHS ;
THIS DELEGATION OF POWERS SUPERSEDES, FOR THE
FRACTION UN USED, ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMA LITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
COMPANY S SHARES TO BE ISSUED, IN THE EVENT OF
A CAPITAL INCREASE, WITH OR WITHOUT SHAREHOLDERS
PREFERENTIAL S UBSCRIPTION RIGHTS, THE TOTAL
NUMBER OF SHARES NOT EXCEEDING 15% OF THE SHARES
INITIALLY ISSUED; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE PRICE Management
OF ISSUE BY WAY OF PUBLIC SA VING OFFER, BY WAY
OF ISSUING, WITHOUT THE PREFERENTIAL REGISTRATIONS
PRESCRIB ED BY LAW, SHARES OR SECURITIES TO BE
ISSUED GIVING ACCESS TO THE SHARE CAPITA L NOT
EXCEEDING 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND A CCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NO MINAL AMOUNT
OF 10% OF THE SHARE CAPITAL IN ORDER IN CONSIDERATION
FOR CONTRIB UTIONS IN KIND COMPOSED OF EQUITY
SHARES SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES FOR THE FRACTION
UNUSED THEREOF, ALL EARLIER AUTHORIZATION TO
THE SAME EFFECT ; AUTHORIZE THE BOARD OF DIRECTORS
TAKE ALL NECESSARY MEASURE AND ACCOMPLISH A LL
NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, THE SHARE CAPITAL,
WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS; AUTHOR ITY EXPIRES AT END OF 26 MONTHS
AND SUPERSEDES FOR THE FRACTION UNUSED THEREO
F, ANY AND ALL EARLIER DELEGATIONS TO THE SAME
EFFECT; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALIT IES
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
S EMPLOYEES OR OF ITS SUBSIDIARIES EMPLOYEES
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AU
THORITY EXPIRES AT THE END OF 26 MONTHS AND
FOR AN AMOUNT NOT EXCEEDING 10% O F THE SHARE
CAPITAL; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY ME ASURES AND ALL NECESSARY
FORMALITIES; THIS DELEGATION OF POWERS SUPERSEDES
FOR THE FRACTION UNUSED THEREOF, ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFE CT
O.18 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management
CONSEQUENTLY TO SECURITIES IS SUED BY ONE OF
BOUYGUES SUBSIDIARIES; THE SAID SECURITIES GIVING
ACCESS TO OR DINARY SHARES OF THE COMPANY; THE
CEILING OF THE NOMINAL AMOUNT IS SIMILAR TO THE
ONE REFERRED TO IN RESOLUTION NUMBER O.12 AND
SHALL COUNT AGAINST THE OVER ALL VALUE SET FORTH
IN RESOLUTION NUMBER O.10. AUTHORITY EXPIRES
AT THE END O F 26 MONTHS ; THIS DELEGATION OF
POWERS SUPERSEDES, FOR THE FRACTION UNUSED TH
EREOF, ANY AND ALL EARLIER DELEGATIONS TO THE
SAME EFFECT; AUTHORIZE THE BOARD OF D TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management
IN ONE OR MORE TRANSACTION S, THE COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
THE TOTAL NUMBER OF SHARES NOT EXCEEDING 10%
OF THE REGISTERED CAPITAL; AUTHORITY EXPIRES
AT THE END OF 38 M ONTHS ; IT CANCELS AND REPLACES,
FOR THE FRACTION UNUSED THEREOF, ALL EARLIER
AUTHORIZATIONS TO THE SAME EFFECT; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE AL L NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
ONE OR MORE TRANSACTIONS, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
OPTIONS G IVING THE RIGHT ETHER TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING
SHARES PURCHASED BY THE COMPANY, THE NUMBER OF
SHARES NOT EXCEEDING THE LEGAL LIMITS; AUTHORITY
E XPIRES AT THE END OF 26 MONTHS ; IT CANCE1S
AND REPLACES, FOR THE FRACTION UNU SED THEREOF,
ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT;
AUTHORIZE THE BOAR D OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FOR MALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management
ONE OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
SECURITIES REPRESENTING DEBT GIVING RIGHT TO
THE ALLOCATION OF DEBT SECURITIES, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 5,000,000.00; AUTHORITY
E XPIRES AT THE END OF 26 MONTHS ; THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS
T O TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.22 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL IN ONE OR MORE TR ANSACTIONS, BY
CANCELLING THE SHARES HELD BY THE COMPANY, PROVIDED
THAT THE TO TAL NUMBER OF SHARES CANCELLED IN
THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAP
ITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS
; THIS DELEGATION OF POWERS S UPERCEDES ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE
THE BO ARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY F ORMALITIES
O.23 AMEND THE 3 FOLLOWING ARTICLES OF ASSOCIATION: Management
ARTICLE NUMBER 7 ENTITLED SHARE CAPITAL; ARTICLE
NUMBER 8.2 ENTITLED IDENTIFICATION OF SHAREHOLDERS;
ARTICLE NUMBER 13.2 RELATING TO THE DIRECTORS
TERMS OF OFFICE
O.24 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE. IN Management
ONE OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
PREFERENTIAL SHARES WITH NO VOTING RIGHT AND
WITH THE SAME RIGH TS AS INVESTMENT CERTIFICATES,
PROVIDED THE MAXIMUM NOMINAL AMOUNT SHALL NOT
E XCEED EUR 10,000,000.00; DEBT INSTRUMENTS SHALL
NOT EXCEED A MAXIMUM NOMINAL A MOUNT OF EUR 10,000.000.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
THIS DELEGATION OF POWERS SUPERSEDES ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EF FECT;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCO MPLISH ALL NECESSARY
FORMALITIES
O.25 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL FORMALITIES, FILINGS AND GENERAL MEETING
PROXY SERVIC ES
- -----------------------------------------------------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC AGM Meeting Date: 04/28/2005
Issuer: G1510J102 ISIN: GB0002875804
SEDOL: 0287580, 5617278
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For
FOR THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND OF 29.2P PER ORDINARY Management For
SHARE IN RESPECT OF THE YE 31 D EC 2004 PAYABLE
ON 04 MAY 2005 TO SHAREHOLDERS ON THE REGISTER
AT THE CLOSE OF BUSINESS ON 11 MAR 2005
4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
COMPANY S AUDITORS
5. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For
REMUNERATION
6.a RE-APPOINT MR. KENNETH CLARKE AS A DIRECTOR Management For
6.b RE-APPOINT MR. PAUL RAYNER AS A DIRECTOR Management For
6.c RE-APPOINT MR. THYS VISSER AS A DIRECTOR Management For
7.a RE-APPOINT MR. PIET BEYERS AS A DIRECTOR Management For
7.b RE-APPOINT MR. ROBERT LERWILL AS A DIRECTOR Management For
7.c RE-APPOINT SIR NICHOLAS SCHEELE AS A DIRECTOR Management For
8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For
80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT
SECTION 80(2) OF THE COMPANIES ACT 1985 UP
TO AN AGGR EGATE NOMINAL AMOUNT OF GBP 178,421,446;
AUTHORITY SHALL EXPIRE AT THE CONCL USION OF
THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS
MAY MAKE ALLOTMENTS D URING THE RELEVANT PERIOD
WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE ACT FOR CASH DISAPPLYING
THE ST ATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITE D TO THE
ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-EMPTIVE
OFFERING IN FAVOR OF ORDINARY SHAREHOLDERS OF
25P EACH OF THE COMPANY; AND B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 26,76 3,216; AUTHORITY
EXPIRE UPON THE EXPIRY OF THE GENERAL AUTHORITY
CONFERRED BY RESOLUTION 8 ; AND THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUC H EXPIRY
S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 214.1 MILLION ORDINARY SHARES OF 25P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND NOT MORE THAN 105% OF THE AVERA GE
OF THE MIDDLE MARKET PRICES SHOWN IN THE QUOTATIONS
FOR AN ORDINARY SHARES AS DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSIN ESS DAYS IMMEDIATELY PRECEDING THE DATE
OF PURCHASE; AUTHORITY SHALL EXPIRE AT THE
CONCLUSION OF THE 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
11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT 19 85 THE ACT TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND
TO INCUR EU PO LITICAL EXPENDITURE IN EACH CASE
AS DEFINED IN SECTION 347A OF THE ACT PROVI
DED THAT: I) THE AMOUNT DONATED TO EU POLITICAL
ORGANIZATIONS DURING THE SPECI FIED PERIOD SHALL
NOT EXCEED GBP 1,000,000 IN TOTAL; II) THE AMOUNT
OF EU POLI TICAL EXPENDITURE INCURRED DURING
SPECIFIED PERIOD SHALL NOT EXCEED GBP 1,000,
000 IN TOTAL; AUTHORITY EXPIRES EARLIER THE
CONCLUSION OF THE AGM OF THE COMP ANY TO BE HELD
IN 2009 OR 28 APR 2009
12. AMEND THE RULES OF THE BRITISH AMERICAN TOBACCO Management For
LONG TERM INCENTIVE PLAN THE LTIP RULES ; AND
AUTHORIZE THE DIRECTORS TO TAKE SUCH ACTIONS
AS MAY BE NECESS ARY OR DESIRABLE TO MAKE THE
LTIP AMENDMENTS
- -----------------------------------------------------------------------------------------------------------------------------
BULGARI SPA, ROMA MIX Meeting Date: 04/28/2005
Issuer: T23079113 ISIN: IT0001119087 BLOCKING
SEDOL: 5256477, 5379921
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
A.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management
2004, BOARD OF DIRECTORS REPORT ON MANAGEMENT
ACTIVITY INTERNAL AND EXTERNAL AUDITORS REPORT
NET PROFIT DISTR IBUTION, CONSOLIDATED BALANCE
SHEET REPORT AS OF 31 DEC 2004 RESOLUTIONS RELAT
ED THERE TO
A.2 GRANT AUTHORIZATION TO BUY AND SELL OWN SHARES Management
EVENTUALLY THROUGH FINANCIAL IN STRUMENTS PUT
AND CALL OPTIONS RESOLUTIONS RELATED THERETO
A.3 APPOINT INTERNAL AUDITORS FOR FY 2005, 2006 AND Management
2007 AND STATE THEIR EMOLUMENT S
A.4 APPROVE THE ANNUAL DISCLOSURE ON THE COMPANY Management
MANAGEMENT SYSTEM
E.1 APPROVE TO INCREASE THE STOCK CAPITAL, IN ONE Management
OR MORE INSTALLMENTS, BY ISSUING A MAXIMUM AMOUNT
OF EUR 1,800,000 NEW ORDINARY SHARES FACE VALUE
EUR 0.07 T O BE RESERVED, AS PER ARTICLE 2441,
COMMA 5 OF THE ITALIAN CIVIL CODE, TO DIR ECTOR
MR. FRANCESCO TRAPANI; AUTHORIZE THE DIRECTORS
TO EXECUTE IN ONE OR MORE INSTALLMENTS, THE CAPITAL
INCREASE
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
02 MAY 2005. 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 CANCELL ED. THANK YOU
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN THE NUMBERING OF RESOLUTI ONS. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY F ORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
CAPITA GROUP PLC AGM Meeting Date: 04/28/2005
Issuer: G1846J107 ISIN: GB0001734747
SEDOL: 0173474, 5928011
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS THEREON FOR THE YE 31 DEC 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND OF 3.6P PER ORDINARY Management For
SHARE OF THE COMPANY
4. RE-ELECT MR. PAUL PINDAR AS A DIRECTOR Management For
5. RE-ELECT MR. PADDY DOYLE AS A DIRECTOR Management For
6. RE-ELECT MS. MARTINA KING AS A DIRECTOR Management For
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY
8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF ERNST & YOUNG LLP
9. APPROVE THE 2005 DEFERRED ANNUAL BONUS PLAN, Management For
COMPRISING THE RULES AND THE ANCI LLARY DOCUMENTS
AND AUTHORIZE THE DIRECTORS TO DO ALL OTHER ACTS
AND THINGS WH ICH THEY MAY CONSIDER NECESSARY
OR EXPEDIENT TO CARRY THE SAME IN TO EFFECT
10. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
80 1 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 4,379,478; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EX PIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR T O
SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 2 FOR CASH PURSUANT
TO THE AUTHORITY CON FERRED BY RESOLUTION 10
ABOVE, 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
OR OTHER OFFERS I N FAVOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
670,837; AUTHORITY EXPIRES UPON THE EXPIRY OF
THE GENERAL AUTHORITY CONFE RRED BY RESOLUTION
10 ; AND THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIO R TO
SUCH EXPIRY
S.12 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For
CONTAINED IN THE ARTICLES O F ASSOCIATION OF
THE COMPANY, TO MAKE MARKET PURCHASES SECTION
163(3) OF THE COMPANIES ACT 1985 OF UP TO 66,355,727
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF THAT IS THE NOMINAL PRICE
AND AM AMOUNT EQUAL T O 105% ABOVE THE AVERAGE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; ALL SHA RES PURCHASED,
PURSUANT TO THIS AUTHORITY CONFERRED BY THIS
RESOLUTION 12 SHAL L EITHER BE : (I) CANCELLED
IMMEDIATELY ON THE COMPLETION OF THE PURCHASE,
OR (II) BE HELD, SOLD, TRANSFERRED OR OTHERWISE
DEALT WITH AS TREASURY SHARES IN ACCORDANCE WITH
THE PROVISIONS OF THE COMPANIES ACT; AUTHORITY
EXPIRES THE EA RLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 18 MONTHS ; THE COMP
ANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING LTD AGM Meeting Date: 04/28/2005
Issuer: Y1297M104 ISIN: SG1H23874727
SEDOL: 5913482, 6180917
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE AUDITED ACCOUNTS OF THE COMPANY FOR Management For
THE YE 31 DEC 2004, INCLUDING TH E REPORTS OF
THE DIRECTORS AND THE AUDITORS
2.a.1 RE-ELECT MR. CHIA SONG HWEE AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 94 OF THE COMPANY
S ARTICLES OF ASSOCIATION
2.a.2 RE-ELECT MR. TSUGIO MAKIMOTO AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 94 OF THE COMPANY
S ARTICLES OF ASSOCIATION
2.b APPROVE TO RECORD THE RETIREMENT OF MR. LIM MING Management For
SEONG, A DIRECTOR RETIRING PU RSUANT TO ARTICLE
94 OF THE COMPANY S ARTICLES OF ASSOCIATION
3.a RE-APPOINT MR. CHARLES E. THOMPSON AS A DIRECTOR Management For
OF THE COMPANY UNTIL THE NEXT AGM OF THE COMPANY,
PURSUANT TO SECTION 153(8) OF THE COMPANIES ACT,
CHAPTER 50
3.b RE-APPOINT MR. ROBERT E. LA BLANC AS A DIRECTOR Management For
OF THE COMPANY UNTIL THE NEXT AGM OF THE COMPANY,
PURSUANT TO SECTION 153(6) OF THE COMPANIES ACT,
CHAPTER 5 0
4. RE-APPOINT KPMG AS THE COMPANY S AUDITORS AND Management For
AUTHORIZE THE DIRECTORS TO FIX T HEIR REMUNERATION
5. APPROVE THE DIRECTORS FEES OF SGD 459,334 FOR Management For
THE YE 31 DEC 2004
6. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM SGD 800,0 00,000.54 DIVIDED
IN TO 3,076,923,079 ORDINARY SHARES OF SGD 0.26
EACH TO SGD 1,200,000,000.68 DIVIDED IN TO 4,615,384,618
ORDINARY SHARES OF SGD 0.26 EACH
7.a AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT
AND ISSUE SHARES IN THE CAPITAL OF THE COMPANY
TO ANY PERSON ON SUCH TERMS AND CONDITIONS AND
WITH SUCH RIGHTS OR RESTRICTIONS AS THEY MAY
THI NK FIT TO IMPOSE; AUTHORITY EXPIRES EARLIER
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS R EQUIRED BY LAW TO BE HELD
7.b AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, TO: I)
AA) CREATE AND ISSUE SECURITIES INCLUDING, WITHOUT
LIMITATION, WA RRANTS OR OPTIONS TO SUBSCRIBE
FOR NEW SHARES OF THE COMPANY NEW SHARES OR
T O PURCHASE FROM THE COMPANY OTHER SECURITIES
ISSUED OR TO BE ISSUED BY THE COM PANY, DEBT
SECURITIES AND SECURITIES WHICH ARE CONVERTIBLE
INTO, EXCHANGEABLE FOR, OR EXCHANGEABLE FOR,
NEW SHARES OR OTHER SECURITIES ISSUED OR TO BE
ISSUE D BY THE COMPANY TO ANY PERSON OR PERSONS
AND ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS
MAY THINK FIT TO IMPOSE; BB) CREATE AND ISSUE
ANY FURTHER SECURI TIES FURTHER SECURITIES
AS MAY BE REQUIRED OR PERMITTED TO BE ISSUED
IN ACCO RDANCE WITH THE TERMS AND CONDITIONS
OF THE SECURITIES; AND CC) MAKE, ENTER IN TO
AND/OR ISSUE OFFERS, AGREEMENTS, OPTIONS. UNDERTAKINGS,
GUARANTEES AND/OR I NDEMNITIES TOGETHER REFERRED
TO AS AGREEMENTS WHICH WOULD OR MIGHT REQUIRE
T HE ISSUE OF NEW SHARES OR OTHER SECURITIES
BY THE COMPANY WITH ANY PERSON OR P ERSONS AND
ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS
MAY THINK FIT TO IMPO SE; II) ALLOT AND ISSUE
FROM TIME TO TIME: AA) SUCH NUMBER OF NEW SHARES
AS MA Y BE REQUIRED OR PERMITTED TO BE ALLOTTED
OR ISSUED ON THE CONVERSION, EXCHANG E OR EXERCISE
OF THE SECURITIES, OR ANY OF THEM, TO THE HOLDERS
OF SUCH SECURI TIES ON THE CONVERSION, EXCHANGE
OR EXERCISE THEREOF, SUBJECT TO AND OTHERWISE
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THE SECURITIES; BB) ON THE SAM E BASIS AS PARAGRAPH
(II) (AA) ABOVE, SUCH FURTHER NEW SHARES AS MAY
BE REQUIR ED TO BE ALLOTTED AND ISSUED ON THE
CONVERSION, EXCHANGE OR EXERCISE OF ANY OF THE
FURTHER SECURITIES IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THE FUR THER SECURITIES; AND
CC) SUCH NUMBER OF NEW SHARES AS MAY BE REQUIRED
OR PERMI TTED TO BE ALLOTTED OR ISSUED PURSUANT
TO AND OTHERWISE IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THE AGREEMENTS; AND III) TAKE
SUCH STEPS, MAKE SUCH A MENDMENTS TO THE TERMS
AND CONDITIONS OF THE SECURITIES, THE FURTHER
SECURITIE S AND THE AGREEMENTS AND ANY OF THEM,
AND EXERCISE SUCH DISCRETION AS THE DIRE CTORS
MAY FROM TIME TO TIME DEEM FIT, ADVISABLE OR
NECESSARY IN CONNECTION WIT H ALL OR ANY OF THE
ABOVE MATTERS
7.c AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER
AND GRANT OPTIONS IN ACCORDANCE WITH THE PROVISIONS
OF THE 1999 OPTION PLAN, AS AMENDED AND RESTATED,
AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY
AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE
EXERCISE OF THE OPTIONS UNDER THE 1999 OPTION
PLAN, AS AMENDED AND RESTATED
7.d AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER
AND GRANT RIGHTS TO PURCHASE SHARES IN THE CAPITAL
OF THE COMPAN Y IN ACCORDANCE WITH THE PROVISIONS
OF THE CHARTERED ESPP 2004, AND TO ALLOT A ND
ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES
IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE EXERCISE OF RIGHTS
TO PURCHAS E SHARES IN THE CAPITAL OF THE COMPANY
UNDER THE CHARTERED ESPP 2004
7.e AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER
AND GRANT RIGHTS TO PURCHASE SHARES IN THE CAPITAL
OF THE COMPAN Y IN ACCORDANCE WITH THE PROVISIONS
OF THE SMP ESPP 2004 AND TO ALLOT AND ISSU E
FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE
CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO
BE ISSUED PURSUANT TO THE EXERCISE OF RIGHTS
TO PURCHASE SHARE S IN THE CAPITAL OF THE COMPANY
UNDER THE SMP ESPP 2004
8. TRANSACT ANY OTHER BUSINESS Other Against
- -----------------------------------------------------------------------------------------------------------------------------
CLP HOLDINGS LTD AGM Meeting Date: 04/28/2005
Issuer: Y1660Q104 ISIN: HK0002007356
SEDOL: 5544978, 6097017, B01XXD1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For
THE REPORTS OF HE DIRECTORS AND T HE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND AND A SPECIAL FINAL DIVIDEND Management For
3.1 RE-ELECT MR. ANDREW CLIFFORD WINAWER BRANDLER Management For
AS A DIRECTOR, WHO RETIRES BY RO TATION PURSUANT
TO HE COMPANY S ARTICLES OF ASSOCIATION
3.2 RE-ELECT DR. THE HON. MICHAEL DAVID KADOORIE Management For
AS A DIRECTOR, WHO RETIRES BY ROT ATION PURSUANT
TO HE COMPANY S ARTICLES OF ASSOCIATION
3.4 RE-ELECT THE HON. SIR CHUNG SZE YUEN AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY
S ARTICLES OF ASSOCIATION
3.5 RE-ELECT MR. JOHN ANDREW HARRY LEIGH AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY
S ARTICLES OF ASSOCIATION
3.6 RE-ELECT MR. KAN MAN LOK AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION PURSUANT TO HE COMPANY S ARTICLES
OF ASSOCIATION
3.7 RE-ELECT MR. PAUL AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION PURSUANT TO HE COMPAN Y S ARTICLES
OF ASSOCIATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. APPROVE THAT THE NON-EXECUTIVE DIRECTORS IN OFFICE Management For
AT THE DATED OF THIS RESOLU TION SHALL BE APPOINTED
FOR A TERM DETERMINED BY THE BOARD BEING A TERM
OF NOT MORE THAN 4 YEARS, STARTING FROM THE DATE
OF THEIR MOST RECENT ELECTION OR RE -ELECTION
AS THE CASE MAY BE BY SHAREHOLDERS; PROVIDED
THAT THIS TERM SHALL END IN ANY EVENT ON EITHER:
A) THE DATE OF THE 3 AGM AFTER THE DATE OF SUCH
EL ECTION OR REELECTION; OR B) THAT DATE ON WHICH
THE DIRECTORS CONCERNED SHALL R ETIRE BY ROTATION
S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY DELETING A WORD IN ARTICLE 103 AND SUBSTITUTING
WITH A NEW ONE
7. 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 DURING
AND AFTER THE RELEVANT PERIOD, NOT EXCEED ING
5% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY
OR UNCONDITIONALLY TO BE ALLOTTED BY THE DIRECTORS
OF TH E COMPANY, OTHERWISE THAN PURSUANT TO I)
A RIGHTS ISSUE; OR II) ANY OPTION SCH EME OR
SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND
SCHEME OR SIMILAR ARRAN GEMENT; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR TH E EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
8. AUTHORIZE THE DIRECTORS TO PURCHASE OR ACQUIRE Management For
SHARES OF HKD 5.00 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, SUBJECT TO
AND IN ACCORDANC E WITH ALL APPLICABLE LAWS AND
REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH T HE NEXT AGM IS TO BE HELD BY LAW
9. APPROVE THAT CONDITIONAL UPON THE PASSING OF Management For
RESOLUTION 7 AND 8 SET OUT IN THE NOTICE CONVENING
THIS MEETING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARES WHIC H ARE PURCHASED OR OTHERWISE
ACQUIRED BY THE COMPANY PURSUANT TO RESOLUTION
8 SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT
OF THE SHARES WHICH MAY BE ISSU ED PURSUANT TO
RESOLUTION 7
- -----------------------------------------------------------------------------------------------------------------------------
CLP HOLDINGS LTD AGM Meeting Date: 04/28/2005
Issuer: Y1660Q104 ISIN: HK0002007356
SEDOL: 5544978, 6097017, B01XXD1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2.a DECLARE A FINAL DIVIDEND AND A SPECIAL FINAL Management For
DIVIDEND OF HKD 0.73 PER SHARE
2.b DECLARE A SPECIAL FINAL DIVIDEND OF HKD 0.15 Management For
PER SHARE
3.a RE-ELECT MR. ANDREW CLIFFORD WINAWER BRANDLER Management For
AS A DIRECTOR, WHO RETIRES BY RO TATION PURSUANT
TO HE COMPANY S ARTICLES OF ASSOCIATION
3.b RE-ELECT DR. THE HON. MICHAEL DAVID KADOORIE Management For
AS A DIRECTOR, WHO RETIRES BY ROT ATION PURSUANT
TO HE COMPANY S ARTICLES OF ASSOCIATION
3.c RE-ELECT THE HON. SIR CHUNG SZE YUEN AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY
S ARTICLES OF ASSOCIATION
3.d RE-ELECT MR. JOHN ANDREW HARRY LEIGH AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY
S ARTICLES OF ASSOCIATION
3.e RE-ELECT MR. KAN MAN LOK AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION PURSUANT TO HE COMPANY S ARTICLES
OF ASSOCIATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. APPROVE THAT THE NON-EXECUTIVE DIRECTORS IN OFFICE Management For
AT THE DATED OF THIS RESOLU TION SHALL BE APPOINTED
FOR A TERM DETERMINED BY THE BOARD BEING A TERM
OF NOT MORE THAN 4 YEARS, STARTING FROM THE DATE
OF THEIR MOST RECENT ELECTION OR RE -ELECTION
AS THE CASE MAY BE BY SHAREHOLDERS; PROVIDED
THAT THIS TERM SHALL END IN ANY EVENT ON EITHER:
A) THE DATE OF THE 3 AGM AFTER THE DATE OF SUCH
EL ECTION OR REELECTION; OR B) THAT DATE ON WHICH
THE DIRECTORS CONCERNED SHALL R ETIRE BY ROTATION
S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY DELETING A WORD IN ARTICLE 103 AND SUBSTITUTING
WITH A NEW ONE
7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS, INCLUDING WARRANTS DURING
AND AFTER THE RELEVANT PERIOD, NOT EXCEED ING
5% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY
OR UNCONDITIONALLY TO BE ALLOTTED BY THE DIRECTORS
OF TH E COMPANY, OTHERWISE THAN PURSUANT TO I)
A RIGHTS ISSUE; OR II) ANY OPTION SCH EME OR
SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND
SCHEME OR SIMILAR ARRAN GEMENT; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR TH E EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
8. AUTHORIZE THE DIRECTORS TO PURCHASE OR ACQUIRE Management Against
SHARES OF HKD 5.00 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, SUBJECT TO
AND IN ACCORDANC E WITH ALL APPLICABLE LAWS AND
REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH T HE NEXT AGM IS TO BE HELD BY LAW
9. APPROVE THAT CONDITIONAL UPON THE PASSING OF Management For
RESOLUTION 7 AND 8 SET OUT IN THE NOTICE CONVENING
THIS MEETING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARES WHIC H ARE PURCHASED OR OTHERWISE
ACQUIRED BY THE COMPANY PURSUANT TO RESOLUTION
8 SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT
OF THE SHARES WHICH MAY BE ISSU ED PURSUANT TO
RESOLUTION 7
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal
225998 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.
- -----------------------------------------------------------------------------------------------------------------------------
EXEL PLC AGM Meeting Date: 04/28/2005
Issuer: G3242Y100 ISIN: GB0004486881
SEDOL: 0448688, 4225456
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED ACCOUNTS FOR THE YE 31 DEC Management For
2004, TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND OF 20.7P PER ORDINARY Management For
SHARE
4. ELECT MR. JOHN PATTULLO AS A DIRECTOR Management For
5. RE-ELECT MR. JOHN COGHLAN AS A DIRECTOR Management For
6. RE-ELECT MR. JEAN-CLAUDE GUEZ AS A DIRECTOR Management For
7. RE-ELECT MR. NIGEL RICH AS A DIRECTOR Management For
8. REAPPOINT ERNST & YOUNG LLP AS THE AUDITORS OF Management For
THE COMPANY AND AUTHORIZE THE B OARD TO AGREE
THEIR REMUNERATION
9. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For
SECTION 80 OF THE COMPA NIES ACT 1985 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 23,752,000
28% OF THE FACE VALUE OF THE ISSUED ORDINARY
SHARE CAPITAL AS AT 03 MAR 2005 ; AUTHORI TY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; AND
THE DIRECTORS TO ALLOT RELE VANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFF ER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 9, TO ALLOT EQUI TY SECURITIES
SECTION 94 OF THE ACT FOR CASH, FREE OF THE
RESTRICTION IN SE CTION 89(1) OF THE ACT WHICH
WOULD REQUIRE THE STATUTORY PRE-EMPTION RIGHTS,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES: A) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 4,145,000 5% OF THE ISSUED SHARE
CAP ITAL ; B) IN CONNECTION WITH A RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; AND
THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUC H AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For
166 OF THE ACT,, TO MAKE MA RKET PURCHASES OF
ITS OWN SHARES OF UP TO 29,849,000 ORDINARY SHARES
REPRESENT ING APPROXIMATELY 10% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL AS AT 03 MAR
2005 OF, AT A MINIMUM PRICE OF 27 7/9 P AND NOT
MORE THAN 5% ABOVE THE AVE RAGE OF THE MIDDLE
MARKET PRICE OF AN ORDINARY SHARE, TAKEN FROM
THE DAILY OFF ICIAL LIST PUBLISHED BY THE LONDON
STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINES S
DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF
THE NEXT AGM ; AND THE COMPANY , BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WIL L OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
12. APPROVE THE RULES OF THE EXEL LONG TERM INCENTIVE Management For
PLAN 2005 AND AUTHORIZE THE DIRECTORS TO DO ALL
SUCH ACTS AS NECESSARY TO GIVE EFFECT TO THIS
APPROVAL AND TO ESTABLISH FURTHER PLANS FOR THE
BENEFIT OF EMPLOYEES OUTSIDE OF THE UK, BA SED
ON THE EXEL LONG TERM INCENTIVE PLAN 2005 OR
SCHEDULES THERETO BUT MODIF IED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES
LAW IN OVERSE AS TERRITORIES PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH PLANS ARE TR
EATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL
AND OVERALL PARTICIPATION C ONTAINED IN THE PLAN
13. APPROVE THE RULES OF THE EXEL SHARE MATCHING Management For
PLAN 2005 AND AUTHORIZE THE DIREC TORS TO DO
ALL SUCH ACTS AS NECESSARY TO GIVE EFFECT TO
THIS APPROVAL AND TO E STABLISH FURTHER PLANS
FOR THE BENEFIT OF EMPLOYEES OUTSIDE OF THE UK,
BASED O N THE EXEL SHARE MATCHING PLAN 2005
OR SCHEDULES HERETO , BUT MODIFIED TO TAK E ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES
LAW IN OVERSEAS TERRITO RIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH PLANS ARE TREATED
AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL
AND OVERALL PARTICIPATION CONTAINED IN THE PLAN
- -----------------------------------------------------------------------------------------------------------------------------
HAW PAR CORPORATION LTD AGM Meeting Date: 04/28/2005
Issuer: V42666103 ISIN: SG1D25001158
SEDOL: 0415187, 6415460, 6415523
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For
AND AUDITED FINANCIAL STATEMENTS FOR THE FYE
31 DEC 2004 AND THE AUDITORS REPORT THEREON
2. DECLARE A SECOND AND FINAL TAX-EXEMPT ONE-TIER Management For
DIVIDEND OF 11 CENTS OR 11% PER SHARE FOR THE
FYE 31 DEC 2004
3. RE-APPOINT MR. LIM KEE MING AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO SECTION 153 (6) OF THE COMPANIES
ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY
4. RE-APPOINT MR. WEE CHO YAW AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO SECTION 153( 6) OF THE COMPANIES
ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY
5. RE-APPOINT DR. LEE SUAN YEW AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO SECTION 153 (6) OF THE COMPANIES
ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY
6. RE-ELECT MR. SAT PAL KHATTAR AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION PURSUANT T O ARTICLE 98 OF
THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-ELECT MR. WEE EE LIM AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION PURSUANT TO ART ICLE 98 OF THE COMPANY
S ARTICLES OF ASSOCIATION
8. RE-ELECT MR. HAN AH KUAN AS A DIRECTOR, WHO RETIRES Management For
PURSUANT TO ARTICLE 103 OF THE COMPANY S ARTICLES
OF ASSOCIATION
9. APPROVE THE DIRECTORS FEES OF SGD 227,000 FOR Management For
THE FYE 31 DEC 2004
10. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For
THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT AGM AND AUTHORISE THE DIRECTORS TO
FIX THEIR REMUN ERATION
11. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT, CHAPTER 50 TO OFFER
AND GRANT OPTIONS IN ACCORDANCE WITH THE RULES
OF HAW THE HAW PAR CORPORATION GROUP 2002 SHARE
OPTION SCHEME 2002 SCHEME AND TO ALLOT AND
ISS UE FROM TIME TO TIME SUCH NUMBER OF SHARES
IN THE COMPANY AS MAY BE REQUIRED T O BE ISSUED
PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE
2002 SCHEME AND UNDE R THE HAW PAR CORPORATION
GROUP EXECUTIVES SHARE OPTION SCHEME, PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED
15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY
FROM TIME TO TIME
12. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50 AND THE
LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED , TO ISSUE SHARES IN THE COMPANY
BY WAY OF RIGHTS, BONUS OR OTHERWISE , THE A
GGREGATE NUMBER OF SHARES ISSUED NOT EXCEEDING
50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY,
OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED OTHER TH AN ON A PRO-RATA BASIS TO THE
MEMBERS OF THE COMPANY DOES NOT EXCEED 20% OF
TH E ISSUED SHARE CAPITAL OF THE COMPANY AND
FOR THE PURPOSES OF THIS RESOLUTION, THE ISSUED
SHARE CAPITAL SHALL BE THE COMPANY S ISSUED SHARE
CAPITAL AT THE T IME THIS RESOLUTION IS PASSED
AFTER ADJUSTING FOR NEW SHARES ARISING FROM THE
CONVERSION OF SHARE OPTIONS ON ISSUE AT THE TIME
THIS RESOLUTION IS PASSED, AN D ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF THE COMPANY S
SHARES
- -----------------------------------------------------------------------------------------------------------------------------
JARDINE CYCLE & CARRIAGE LTD AGM Meeting Date: 04/28/2005
Issuer: Y43703100 ISIN: SG1B51001017
SEDOL: 2189941, 5667392, 6242260, B021XJ0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For
YE 31 DEC 2004, TOGETHER WITH T HE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON
2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF USD Management Against
0.08 PER SHARE LESS INCOME TAX FOR THE YE 31
DEC 2004 AS RECOMMENDED BY THE DIRECTORS
3. APPROVE THE PAYMENT OF DIRECTORS FEES OF UP TO Management For
SGD 576,000 FOR THE YE 31 DEC 2 005
4.a RE-ELECT MR. ANTHONY JOHN LIDDELL NIGHTINGALE Management Against
AS A DIRECTOR, WHO RETIRES PURS UANT TO ARTICLE
94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
4.b RE-ELECT MR. ADAM PHILLIP CHARLES KESWICK AS Management For
A DIRECTOR, WHO RETIRES PURSUANT TO ARTICLE
94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
4.c RE-ELECT MR. NEVILLE BARRY VENTER AS A DIRECTOR, Management For
WHO RETIRES PURSUANT TO ARTI CLE 94 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
5.a RE-ELECT MR. DATUK AZLAN ZAINOL AS A DIRECTOR, Management For
WHO RETIRES PURSUANT TO ARTICL E 99 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
5.b RE-ELECT MR. CHEAH KIM TECK AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 99 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
6.a AUTHORIZE MR. ALAN YEO CHEE YEOW TO CONTINUE Management For
TO ACT AS A DIRECTOR OF THE COMPA NY FROM THE
DATE OF THIS AGM UNTIL THE NEXT AGM, PURSUANT
TO SECTION 153(6) OF THE COMPANIES ACT, CHAPTER
50
6.b AUTHORIZE MR. BOON YOON CHIANG TO CONTINUE TO Management For
ACT AS A DIRECTOR OF THE COMPANY FROM THE DATE
OF THIS AGM UNTIL THE NEXT AGM, PURSUANT TO SECTION
153(6) OF T HE COMPANIES ACT, CHAPTER 50
6.c AUTHORIZE MR. OWEN PHILLIMORE HOWELL-PRICE TO Management Against
CONTINUE TO ACT AS AN ALTERNATE DIRECTOR TO MR.
ANTHONY JOHN LIDDELL NIGHTINGALE FROM THE DATE
OF THIS AGM UNT IL THE NEXT AGM, PURSUANT TO
SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50
7. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
8. TRANSACT ANY OTHER BUSINESS Other Against
9.a AUTHORIZE THE DIRECTORS OF THE COMPANY TO: (A) Management For
I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR I I) MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS (COLLECTIVELY, INSTRUMENTS) THA T
MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING
BUT NOT LIMITED TO THE CREATION AND ISSUE OF
WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE
I NTO SHARES, AT ANY TIME AND UPON SUCH TERMS
AND CONDITIONS AND FOR SUCH PURPOS ES AND TO
SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE
DISCRETION DEEM FIT; AND (B) ISSUE SHARES IN
PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY
T HE DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE,
PROVIDED THAT: 1) THE AGGREGA TE NUMBER OF SHARES
TO BE ISSUED PURSUANT TO THIS RESOLUTION INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS
MADE OR GRANTED PURSUANT TO THIS RES OLUTION
DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY, OF WH ICH THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA
BASIS TO SHAREHOLDERS OF THE COMPANY INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY; 2) SUBJECT TO SUCH MANNER OF
CALCU LATION AS MAY BE PRESCRIBED BY THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMIT ED AND FOR
THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER
OF SHARES THAT MAY BE ISSUED UNDER THIS RESOLUTIONS,
THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL
BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE TIME OF THE PASSIN G OF THIS RESOLUTION,
AFTER ADJUSTING FOR: A) NEW SHARES ARISING FROM
THE CONV ERSION OR EXERCISE OF ANY CONVERTIBLE
SECURITIES OR SHARE OPTIONS OR VESTING O F SHARE
AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT
THE TIME OF THE PASSING OF THIS RESOLUTION; AND
B) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION
OF SHAR ES; 3) IN EXERCISING THE AUTHORITY CONFERRED
BY THIS RESOLUTION, THE COMPANY S HALL COMPLY
WITH THE PROVISIONS OF THE LISTING MANUAL OF
THE SINGAPORE EXCHANG E SECURITIES TRADING LIMITED
FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIAN
CE HAS BEEN WAIVED BY THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED AND T HE ARTICLES
OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY;
AND AUTHORITY E XPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE DAT E BY
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY LAW TO BE HELD
9.b AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For
PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES
ACT, CHAPTER 50 ACT , TO PURCHASE OR OTHERWISE
ACQUIRE IS SUED ORDINARY SHARES OF SGD 1.00 EACH
IN THE CAPITAL OF THE COMPANY SHARES N OT EXCEEDING
IN AGGREGATE OF 10% OF THE ISSUED ORDINARY SHARE
CAPITAL OF THE C OMPANY AS AT THE DATE OF THE
PASSING OF THIS RESOLUTION, AT SUCH PRICE OR
PRIC ES AS MAY BE DETERMINED BY THE DIRECTORS
FROM TIME TO TIME UP TO THE AMOUNT E XCLUDING
BROKERAGE, STAMP DUTIES, APPLICABLE GOODS AND
SERVICES TAX AND OTHER RELATED EXPENSES NOT
EXCEEDING: WHETHER BY WAY OF: I) 105% OF THE
AVERAGE OF THE CLOSING MARKET PRICES OF A SHARE
OVER THE LAST FIVE (5) MARKET DAYS ON WHI CH
TRANSACTIONS IN THE SHARES WERE RECORDED, PRECEDING
THE DAY OF THE MARKET P URCHASE, AS DEEMED TO
BE ADJUSTED FOR ANY CORPORATE ACTION THAT OCCURS
AFTER T HE RELEVANT FIVE (5) MARKET DAY PERIOD
EACH A MARKET PURCHASE ON THE SINGAPO RE EXCHANGE
SECURITIES TRADING LIMITED (SGX-ST); AND/OR II)
THE HIGHEST PRICE TRANSACTED FOR A SHARE AS RECORDED
ON THE MARKET DAY ON WHICH THERE WERE TRADE S
IN THE SHARES IMMEDIATELY PRECEDING THE DAY OF
THE MAKING OF THE OFFER PURSU ANT TO THE OFF-MARKET
PURCHASE; AND THE DAY ON WHICH THE COMPANY ANNOUNCES
ITS INTENTION TO MAKE AN OFFER FOR THE PURCHASE
OR ACQUISITION OF SHARES FROM SHA REHOLDERS STATING
THE PURCHASE PRICE WHICH SHALL NOT BE MORE THAN
THE MAXIMUM PRICE CALCULATED ON THE FOREGOING
BASIS FOR EACH SHARE AND THE RELEVANT TERM S
OF THE EQUAL ACCESS SCHEME FOR EFFECTING THE
OFF-MARKET PURCHASE OTHERWISE T HAN ON THE SGX-ST
IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEMES AS
MAY BE DETERM INED OR FORMULATED BY THE DIRECTORS
AS THEY CONSIDER FIT, WHICH SCHEMES SHALL SATISFY
ALL THE CONDITIONS PRESCRIBED BY THE ACT, AND
OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS,
REGULATIONS AND RULES OF THE SGX-ST AS MAY FOR
THE TIME B EING BE APPLICABLE; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NE XT AGM
OF THE COMPANY IS HELD OR THE DATE BY WHICH THE
NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO
BE HELD ; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND
THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS
MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT
OR NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS RESOLUTION
9.c APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For
LISTING MANUAL CHAPTER 9 OF TH E SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED, FOR THE
COMPANY, ITS SUBSIDIA RIES AND ASSOCIATED COMPANIES
THAT ARE CONSIDERED TO BE ENTITIES AT RISK UNDER
CHAPTER 9, OR ANY OF THEM, TO ENTER INTO ANY
OF THE TRANSACTIONS FALLING WITH IN THE TYPES
OF INTERESTED PERSON TRANSACTIONS AS SPECIFIED,
PROVIDED THAT SUC H TRANSACTIONS ARE MADE ON
NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH
THE REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS
THE GENERAL MANDATE ; A UTHORITY EXPIRES UNTIL
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND AUT HORIZE THE DIRECTORS OF THE COMPANY
TO COMPLETE AND DO ALL SUCH ACTS AND THING S
INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED AS THEY MAY CONS IDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF THE COMPANY
TO GIVE EFFECT TO THE GENERAL MANDATE AND/OR
THIS RESOLUTION
9.d AUTHORIZE THE DIRECTORS TO ISSUE SUCH SHARES Management Against
AS MAY BE REQUIRED TO BE ISSUED P URSUANT TO
THE EXERCISE OF OPTIONS GRANTED OR TO BE GRANTED
IN ACCORDANCE WITH THE PROVISIONS OF THE CCL
EXECUTIVES SHARE OPTION SCHEME 2000 THE SCHEME
20 00 PROVIDED ALWAYS THAT THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED PURSUANT TO THE SCHEME
2000 SHALL NOT EXCEED 15% OF THE ISSUED SHARE
CAPITAL OF THE COM PANY FROM TIME TO TIME
9.e AUTHORIZE THE DIRECTORS TO ISSUE SUCH SHARES Management For
IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE JARDINE CYCLE &
CARRIAGE LIMITED SCRIP DIVIDEND SCHEME
- -----------------------------------------------------------------------------------------------------------------------------
KANEBO LTD EGM Meeting Date: 04/28/2005
Issuer: J29696127 ISIN: JP3217000003
SEDOL: 5714588, 6483241
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For
OF NET LOSS FOR FISCAL YEAR 1999-2000
2 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For
OF NET LOSS FOR FISCAL YEAR 2000-2001
3 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For
OF NET LOSS FOR FISCAL YEAR 2001-2002
4 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For
OF NET LOSS FOR FISCAL YEAR 2002-2003
5 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For
OF NET LOSS FOR FISCAL YEAR 2003-2004
- -----------------------------------------------------------------------------------------------------------------------------
KBC GROUPE SA, BRUXELLES AGM Meeting Date: 04/28/2005
Issuer: B5337G162 ISIN: BE0003565737 BLOCKING
SEDOL: 4497749, 5892923, B05P4T6
- -----------------------------------------------------------------------------------------------------------------------------
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.
THAN K YOU.
1. RECEIVE THE COMPANY AND THE CONSOLIDATED 2004 Non-Voting
ANNUAL REPORT OF THE BOARD OF DI RECTORS OF ALMANIJ
NV
2. RECEIVE THE BOARD OF AUDITORS REPORT ON THE Non-Voting
COMPANY AND THE CONSOLIDATED ANNU AL ACCOUNTS
OF ALMANIJ NV FOR THE FYE 31 DEC 2004
3. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS OF ALMANIJ Non-Voting
NV FOR THE FYE 31 DEC 2004
4. APPROVE THE COMPANY ANNUAL ACCOUNTS OF ALMANIJ Management
NV FOR THE FYE 31 DEC 2004
5. RECEIVE THE COMPANY AND THE CONSOLIDATED 2004 Non-Voting
ANNUAL REPORT OF THE BOARD OF DI RECTORS KBC
BANK AND INSURANCE HOLDING COMPANY NV
6. RECEIVE THE STATUTORY AUDITOR S REPORT ON THE Non-Voting
COMPANY AND THE CONSOLIDATED ANN UAL ACCOUNTS
OF KBC BANK AND INSURANCE HOLDING COMPANY NV
7. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS OF KBC Non-Voting
BANK AND INSURANCE HOLDING COM PANY NV FOR THE
FYE 31 DEC 2004
8. APPROVE THE COMPANY ANNUAL ACCOUNTS OF KBC BANK Management
AND INSURANCE HOLDING COMPANY NV FOR THE FYE
31 DEC 2004
9. APPROVE THE APPROPRIATION OF PROFIT BY ALMANIJ Management
NV AND KBC BANK AND INSURANCE H OLDING COMPANY
NV FOR FYE 31 DEC 2004; MOTION TO PAY OUT A TOTAL
GROSS DIVIDEN D OF EUR 1.84 PER KBC GROUP NV SHARE
10. GRANT DISCHARGE TO THE DIRECTORS OF ALMANIJ NV Management
11. GRANT DISCHARGE TO THE DIRECTORS OF KBC BANK Management
AND INSURANCE HOLDING COMPANY NV
12. GRANT DISCHARGE TO THE BOARD OF AUDITORS OF ALMANIJ Management
NV
13. GRANT DISCHARGE TO THE STATUTORY AUDITOR OF KBC Management
BANK AND INSURANCE HOLDING COM PANY NV
14. APPROVE TO RENEW THE TERM OF OFFICE OF MR. LUC Management
PHILIPS FOR A PERIOD OF 4 YEARS , I.E. UNTIL
AFTER THE AGM OF 2009
15. APPROVE THE MERGER WITH ALMANIJ TO INCREASE THE Management
REMUNERATION OF THE STATUTORY AUDITOR TO EUR
60,000 PER ANNUM FOR THE YEARS 2005 AND 2006
16. AUTHORIZE THE BOARD OF DIRECTORS OF KBC GROUP Management
NV OF THE DIRECT SUBSIDIARIES, W ITH THE POSSIBILITY
OF FURTHER DELEGATION TO ACQUIRE AND TAKE IN
PLEDGE SHARES IN THE COMPANY OVER A PERIOD OF
18 MONTHS, AS LONG AS THE FRACTIONAL VALUE OF
THE COMPANY S SHARES HELD IN PLEDGE DOES NOT
EXCEED 10% OF ITS ISSUED CAPITAL , AT A PRICE
PER SHARE THAT MAY NOT BE LOWER THAN THE LAST
CLOSING PRICE OF TH E SHARES ON EURONEXT BRUSSELS
BEFORE THE DATE OF ACQUISITION LESS 10% AND NOT
HIGHER THAN THE SAME CLOSING PRICE PLUS TEN PER
CENT; AUTHORITY VALID FOR ALL ACQUISITIONS MADE
FOR CONSIDERATION IN THE BROADEST SENSE OF THE
TERM, ON OR O FF AN EXCHANGE; THIS AUTHORIZATION
TO BUY BACK OWN SHARES REPLACES THAT GRANTE D
BY THE GENERAL MEETING OF 29 APR 2004 AS SPECIFIED
17. CORPORATE GOVERNANCE: PROVISION OF INFORMATION Non-Voting
18. OTHER BUSINESS 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.
- -----------------------------------------------------------------------------------------------------------------------------
NOBEL BIOCARE HOLDING AG, OPFIKON OGM Meeting Date: 04/28/2005
Issuer: H5783Q106 ISIN: CH0014030040 BLOCKING
SEDOL: 7385722, 7389713, 7413322
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. 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.
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management
CONSOLIDATED FINANCIAL STATEMEN TS FOR 2004
2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS/DIVIDENDS Management
FOR 2004 AS SPECIFIE D
3. APPROVE THAT, OUT OF THE AGGREGATE CHF 2,074,006,295 Management
OF GENERAL RESERVES AS SH OWN IN THE BALANCE
SHEET DATED 31 DEC 2004, CHF 350,000,000 SHALL
BE BOOKED IN TO THE FREE RESERVES
4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND OTHER EXECUTIVE B ODIES FOR THEIR
SERVICES IN THE BUSINESS YEAR 2004
5.1 RE-ELECT MR. MICHAEL ORSINGER, MRS. JANE ROYSTON Management
AND MESSRS. ROLF SOIRON AND E RNST ZAENGERLE
FOR A 1 YEAR TERM OF OFFICE TO THE MEMBERS OF
BOARD OF DIRECTOR S
5.2 ELECT MESSRS. ANTOINE A. FIRMENICH AND ROBERT Management
LILJA FOR A 1 YEAR TERM OF OFFIC E TO THE NEW
MEMBERS OF BOARD OF DIRECTORS
5.3 RE-ELECT KPMG FIDES PEAT, ZURICH, FOR A 1 YEAR Management
TERM OF OFFICE AS AUDITOR AND G ROUP AUDITOR
6.1 APPROVE THE CHANGE OF DOMICILE FROM OPFIKON TO Management
KLOTEN AND AMEND ARTICLE 1 OF T HE ARTICLES OF
ASSOCIATION AS SPECIFIED
6.2 AMEND ARTICLE 7 OF THE ARTICLES OF ASSOCIATION Management
BY INSERTING A NEW PARAGRAPH 6 AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
PT MULTIMEDIA SERVICOS DE TELECOMUNICACOES E MULTIMEDIA SGPS SA, LISBOA AGM Meeting Date: 04/28/2005
Issuer: X70127109 ISIN: PTPTM0AM0008 BLOCKING
SEDOL: 5811412, 5823990
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management
AND THE ACCOUNT FOR 2004
2. APPROVE THE CONSOLIDATED MANAGEMENT REPORT, THE Management
BALANCE SHEET AND THE ACCOUNTS FOR 2004Q
3. APPROVE THE APPROPRIATION OF NET INCOME Management
4. APPROVE THE APPRAISAL OF THE COMPANY S MANAGEMENT Management
AND INSPECTION
5. ELECT THE CHAIRMAN Management
6. APPROVE TO RATIFY THE CO-OPTATION OF THE DIRECTORS Management
7. APPROVE THE ACQUISITION AND SALE OF THE COMPANY Management
S OWN SHARES
8. APPROVE THE AMENDMENT OF NUMBER 2 AND THE ADDING Management
OF A NUMBER 3 TO ARTICLE 4, A MENDMENT OF NUMBER
2 AND THE ADDING OF A NUMBER 3 TO ARTICLE 7 AND
THE AMENDME NT OF NUMBER 2,3,4 AND THE ADDING
OF A NUMBER 11 TO ARTICLE 12 OF THE BY-LAWS
9. APPROVE THE SHARE BUY BACK PROGRAMME AND THE Management
REDUCTION OF THE SHARE CAPITAL AN D NOTABLY ON
THE REDUCTION OF UP TO EUR 7.844.846, FOR THE
PURPOSE OF RELEASIN G EXCESS CAPITAL BY CANCELING
UP TO 15,689,692 OWN SHARES TO BE ACQUIRED SUBSE
QUENT TO THE EXECUTION OF THE RESOLUTION, IN
ADDITION TO CORRESPONDING RESOLUT IONS RELATING
TO RESERVES AND THE AMENDMENT TO THE ARTICLES
OF ASSOCIATION FUR THER TO THE RESOLUTION ARTICLE
4 OF THE COMPANY S ARTICLES OF ASSOCIATION
10. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management
AND THE OTHER SECURITIES
* PLEASE NOTE THAT THE MEETING HELD ON 30 MAR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO A R EQUEST FROM MAJOR
SHAREHOLDER AND THAT THE SECOND CONVOCATION WILL
BE HELD ON 28 APR 2005. PLEASE ALSO NOTE THE
NEW CUTOFF DATE 14 APR 2005. IF YOU HAVE ALR
EADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
REED ELSEVIER N V AGM Meeting Date: 04/28/2005
Issuer: N73430105 ISIN: NL0000349488 BLOCKING
SEDOL: 0312619, 4042291, 4148810, 4313061
- -----------------------------------------------------------------------------------------------------------------------------
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 21 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
FOR THE FY 2004
3. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management
2004
4. APPROVE THE CORPORATE GOVERNANCE Management
5. APPROVE THE REMUNERATION POLICY Management
6. APPROVE THE PROFIT APPROPRIATION AND THE DIVIDEND Management
7. AMEND THE ARTICLES OF ASSOCIATION Management
8. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management
THE SUPERVISORY BOARD
9. APPOINT AN AUDITOR Management
10. RE-APPOINT THE SUPERVISORY BOARD Management
11. RE-APPOINT THE BOARD OF MANAGEMENT Management
12. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management
SHARES OF THE COMPANY
13. APPOINT THE CORPORATE BODY TO ISSUE THE SHARES, Management
TO GRANT RIGHTS TO TAKE SHARES AND TO LIMIT OR
EXCLUDE THE PRE-EMPTIVE RIGHT
14. ANY OTHER BUSINESS Other
15. CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
RIETER HOLDING AG, WINTERTHUR MIX Meeting Date: 04/28/2005
Issuer: H68745209 ISIN: CH0003671440 BLOCKING
SEDOL: 4716154, 5996159, 5997925
- -----------------------------------------------------------------------------------------------------------------------------
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.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
RIETER HOLDING AG, WINTERTHUR AGM Meeting Date: 04/28/2005
Issuer: H68745209 ISIN: CH0003671440 BLOCKING
SEDOL: 4716154, 5996159, 5997925
- -----------------------------------------------------------------------------------------------------------------------------
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 THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 216897, 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.
1. APPROVE THE ANNUAL REPORT, THE ANNUAL ACCOUNTS Management
AND THE CONSOLIDATED STATEMENTS FOR 2004, REPORT
OF THE STATUTORY AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE APPROPRIATION OF PROFIT Management
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
4.1 RE-ELECT MR. KURT FELLER TO THE BOARD OF DIRECTORS Management
FOR A TERM OF 3 YEARS
4.2 RE-ELECT MR. RUDOLF HAUSER TO THE BOARD OF DIRECTORS Management
FOR A TERM OF 3 YEARS
4.3 RE-ELECT DR. RAINER HAHN TO THE BOARD OF DIRECTORS Management
FOR A TERM OF 3 YEARS
5. ELECT THE STATUTORY AUDITORS Management
- -----------------------------------------------------------------------------------------------------------------------------
SANPAOLO IMI SPA, TORINO OGM Meeting Date: 04/28/2005
Issuer: T8249V104 ISIN: IT0001269361 BLOCKING
SEDOL: 5556575, 5564017, B020RB7
- -----------------------------------------------------------------------------------------------------------------------------
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
29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLE D.THANK YOU.
1. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management
2004, BOARD OF DIRECTORS, INTERN AL AUDITORS
REPORTS, PROFIT DISTRIBUTION AND CONSOLIDATED
BALANCE SHEET REPORT AS OF 31 DEC 2004
2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES Management
3. APPOINT INTERNAL AUDITORS FOR THREE YEAR TERM Management
2005/2006/2007 (AS PER ARTICLE 2 0 OF THE BY LAWS)
4. APPROVE TO STATE INTERNAL AUDITORS EMOLUMENT Management
5. APPROVE TO RESOLVE UP ON DIRECTORS EMOLUMENT Management
- -----------------------------------------------------------------------------------------------------------------------------
SCOTTISH & NEWCASTLE PLC AGM Meeting Date: 04/28/2005
Issuer: G79269117 ISIN: GB0007839698
SEDOL: 0783969, 4783738, 5848034
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For
FOR THE YEAR TO 31 DEC 2004
2. ADOPT THE DIRECTORS REMUNERATION REPORT Management For
3. DECLARE A DIVIDEND Management For
4. RE-APPOINT DR. N.C. BAIN AS A DIRECTOR Management For
5. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For
6. RE-APPOINT MR. H.V.L THERMAN AS A DIRECTOR Management For
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
8. AUTHORIZE THE BOARD TO SET THE REMUNERATION OF Management For
THE AUDITORS
9. APPROVE THAT, IN SUBSTITUTION FOR ALL EXITING Management For
AUTHORITIES, THE AUTHORITY CONFE RRED ON THE
DIRECTORS BY THE ARTICLE 11 (C) (1) OF THE COMPANY
S ARTICLES OF A SSOCIATION IN RELATION TO THE
ALLOTMENT OF RELEVANT SECURITIES UP TO A NOMINAL
AMOUNT, AS SPECIFIED AS THE SECTION 80 AMOUNT,
BE EXERCISABLE FOR THE PERIOD ENDING ON THE DATE
OF THE NEXT AGM OR ON 27 JUL 2006, WHICHEVER
IS THE EARLIER , AND FOR SUCH PERIOD THE SECTION
80 AMOUNT SHALL BE GBP 34,000,000
S.10 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For
9, THE POWER CONFERRED ON T HE DIRECTORS BY ARTICLE
11(C)(2) OF THE COMPANY S ARTICLES OF ASSOCIATION
IN R ELATION TO THE ALLOTMENT OF EQUITY SECURITIES
WHOLLY FOR CASH IN CONNECTION WI TH A RIGHTS
ISSUE, AND ALSO UP TO A NOMINAL AMOUNT, SPECIFIED
AS THE SECTION 8 9 AMOUNT, BE EXERCISABLE FOR
THE PERIOD ENDING ON THE DATE OF THE NEXT AGM
OR ON 27 JUL 2006, WHICH EVER IS THE EARLIER,
AND FOR SUCH PERIOD THE SECTION 89 AMOUNT BE
GBP 8,900,000; THE SALE OF TREASURY SHARES FOR
CASH SHALL BE TREATED AS AN ALLOTMENT OF EQUITY
SECURITIES FOR THE PURPOSE OF ARTICLE 11(C)(2)
AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS
IN THIS RESOLUTION 10 SHALL EXTEND TO SALE OF
TREASURY SHARES FOR CASH
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 OF THAT ACT OF UP TO
89,000,000 ORDI NARY SHARES OF 20P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EQUA
L TO THE NOMINAL VALUE AND NOT MORE THAN 105%
OF THE AVERAGE OF THE MIDDLE MAR KET QUOTATIONS
OF THE COMPANY S SHARES AS DERIVED FROM THE LONDON
STOCK EXCHAN GE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 27 JUL 2006 ; IN RELATION TO
THE PURCHASE OF SHARES THE CONTRACT FOR WHICH
WAS CONCLUDED BE FORE THE EXPIRING OF SUCH AUTHORITY
AND WHICH MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY UNLESS SUCH AUTHORITY IS RENEWED
PRIOR TO SUCH TIME
- -----------------------------------------------------------------------------------------------------------------------------
SEAT PAGINE GIALLE SPA, MILANO MIX Meeting Date: 04/28/2005
Issuer: T8380H104 ISIN: IT0003479638 BLOCKING
SEDOL: 7646593, 7743621
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE RESOLUTION AS PER ARTICLE 2364, NO. Management
2, OF THE ITALIAN CIVIL CODE T O APPOINT A DIRECTOR
O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2004; BOARD OF DIRECTORS REPOR T ON MANAGEMENT
ACTIVITY; RESOLUTIONS RELATED THEREON
E.1 APPROVE TO REDUCE AND WRITE OFF THE REVALUATION Management
RESERVE DRAWN ON TO COVER 2004 FINANCIAL YEAR
LOSSES
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM THERE WILL BE A SEC OND CALL ON
29 APR 2005 YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CAL LS 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
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL SA MIX Meeting Date: 04/28/2005
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 D AYS 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, SIG N AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTACT YOU R CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY C ARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPACITY AS RE GISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWA RD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACT S AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SI NCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED TH AT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A P
ARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS
BEEN SUBMITTED TO ADP AND THE GLO BAL CUSTODIAN
ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT
POSITION COLL ECTION PROCESS, ADP HAS A PROCESS
IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTO
DIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT T HE LOCAL CUSTODIAN
IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND
RELEASE THE SHARES FOR SETTLEMENT OF THE SALE
TRANSACTION. THIS PROCEDURE PERTAINS TO SAL E
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
17 MAY 2005. 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.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR TH E YEAR 2004
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE SAID FY
O.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATI ON TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369, 741,063.00
A DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEN D OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
D IVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
THE AGREEMENTS GOVERNED BY THE A RTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS 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 250.00, M AXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRI SING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCEL S AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESO LUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TA
KE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management
DESMARAIS JR AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management
JACQUILLAT AS A DIRECTOR F OR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPOINT MR. LORD LEVENE OF PORTSOKEN KBE AS A Management
DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,00 0,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSC
RIPTION, COMPANY S ORDINARY SHARES AND SECURITIES
GIVING ACCESS TO SHARES IN T HE COMPANY; APPROVE
THAT THE NOMINAL VALUE OF DEBT SECURITIES ISSUED
SHALL NOT EXCEED EUR 10,000,000,00.00; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS
AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL
EARLIER AUTHORIZATIONS; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLIS H ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000 ,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHT
S, COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMP ANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHOR IZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL N ECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPA NY SAVING PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FO R THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASUR ES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management
IN ONE OR MORE TRANSACTION S, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NU MBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIR ES AT THE END OF 38 MONTHS ;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECE SSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
- -----------------------------------------------------------------------------------------------------------------------------
UMICORE SA, BRUXELLES EGM Meeting Date: 04/28/2005
Issuer: B95505119 ISIN: BE0003626372 BLOCKING
SEDOL: 4005001, 5821347, B02PR56
- -----------------------------------------------------------------------------------------------------------------------------
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 ORD ER FOR ADP TO LODGE YOUR VOTE.
THANK YOU.
* RECEIVE AND APPROVE: THE PROPOSAL FOR A TRANSACTION Non-Voting
EQUATED TO A DEMERGER; THE REPORT PREPARED BY
THE BOARD OF DIRECTORS OF UMICORE WITH RESPECT
TO THE PART IAL DEMERGER, IN ACCORDANCE WITH
ARTICLE 677 JUNCTO 745 CC; THE REPORT PREPARE
D BY PRICEWATERHOUSECOOPERS BEDRIJFSREVISOREN
/ REVISEURSDA ENTERPRISES, REPRE SENTED BY MR.
ROBERT PEIRCE AND MR. LUC DISCRY, STATUTORY AUDITOR
OF UMICORE, WITH RESPECT TO THE PROPOSAL FOR
THE PARTIAL DEMERGER, IN ACCORDANCE WITH ARTI
CLE 677 JUNCTO 746 CC; REPORTS AND DOCUMENTS
WITH RESPECT TO THE LIMITED LIABI LITY COMPANY
TO BE INCORPORATED CUMERIO HEREINAFTER CUMERIO
; DRAFT ARTICLES OF ASSOCIATION OF CUMERIO; REPORT
OF THE BOARD OF DIRECTORS OF UMICORE
* APPROVE THE BOARD OF DIRECTORS OF UMICORE OF Non-Voting
POSSIBLE SIGNIFICANT CHANGES IN T HE ASSETS AND
LIABILITIES OF UMICORE SINCE THE DATE OF THE
PROPOSAL FOR THE PA RTIAL DEMERGER IN ACCORDANCE
WITH ARTICLE 677 JUNCTO 747 CC
* APPROVE TO PARTIALLY DEMERGE UMICORE BY THE INCORPORATION Non-Voting
OF CUMERIO, PURSUANT TO THE TERMS AND THE CONDITIONS
DETERMINED IN THE PROPOSAL FOR THE PARTIAL DE
MERGER
1. APPROVE: I) THE PARTIAL DEMERGER AS IT IS RESOLVES Management
PARTIALLY DEMERGER UMICORE BY THE INCORPORATION
OF CUMERIO; II) THAT THE CUMERIO, IN EXCHANGE
FOR THE TRA NSFER OF THE ASSETS AND LIABILITIES,
SHALL ISSUE IN ACCORDANCE WITH A ONE TO O NE
DISTRIBUTION RATIO AS FOLLOWS: A NUMBER OF SHARES
EQUAL TO THE NUMBER OF UM ICORE SHARES OUTSTANDING
ON 15 FEB 2005 25,527,200 , INCREASED BY THE
NUMBER OF UMICORE SHARES ISSUED BETWEEN 15 FEB
2005 AND THE DATE OF THE EGM OF UMICOR E APPROVING
THE PARTIAL DEMERGER AS A RESULT OF THE EXERCISE
OF SUBSCRIPTION R IGHTS GRANTED UNDER THE EXISTING
UMICORE STOCK OPTION PLANS; HOLDERS OF UMICOR
E REGISTERED SHARES WILL AUTOMATICALLY BE REGISTERED
AS HOLDERS OF CUMERIO REG ISTERED SHARES IN THE
SHARE REGISTER OF CUMERIO IN ACCORDANCE WITH
THE ABOVE-M ENTIONED RATIO; BEARER SHARES NOT
HELD IN SECURITIES ACCOUNT; VVPR STRIPS WILL
BE REPRESENTED BY ONE GLOBAL CERTIFICATE AND
WILL BE AVAILABLE IN A SECURITIE S ACCOUNT AT
A FINANCIAL INSTITUTION OF THE SHAREHOLDER S
CHOICE; III) RESOLVE S THAT ALL TRANSACTIONS
PERFORMED BY UMICORE WITH RESPECT TO ITS COPPER
BRANCH OF ACTIVITY TRANSFERRED, SINCE 1 JAN 2005
UNTIL THE DATE OF THE PARTIAL DEMER GER, ARE
DEEMED TO HAVE BEEN PERFORMED FOR THE ACCOUNT
OF CUMERIO; IV) THAT TH E NEWLY ISSUED SHARES
IN CUMERIO PARTICIPATE IN THE RESULTS OF CUMERIO
AND ARE ENTITLED TO RECEIVE DIVIDENDS AS OF THE
DATE ON WHICH THE PARTIAL DEMERGER CO MES INTO
EFFECT FROM A TAX AND ACCOUNTING POINT AS OF
1 JAN 2005
2. APPROVE THE TRANSFER TO CUMERIO, BY WAY OF A Management
UNIVERSAL TRANSFER, THE FOLLOWING ASSETS AND
LIABILITIES RELATING TO UMICORE S COPPER BRANCH
OF ACTIVITY AS SET OUT IN THE PROPOSAL FOR THE
PARTIAL DEMERGER AND THE BOARD OF DIRECTORS
REPO RT
3. APPROVE: I) INCORPORATION OF CUMERIO BY MEANS Management
OF A TRANSFER OF THE ASSETS AND LIABILITIES RELATING
TO UMICORE S COPPER BRANCH OF ACTIVITY AS SPECIFIED;
II) DETERMINE THE CAPITAL OF CUMERIO AT EUR 181,134,461.25;
III) THE INCORPORATION DEED AND ARTICLES OF ASSOCIATION
OF CUMERIO IN ACCORDANCE WITH THE DRAFT MADE
AVAILABLE AND THE MAIN PROVISIONS OF AS SPECIFIED,
AND STATED THAT THE BOARD OF DIRECTORS OF CUMERIO
IS AUTHORIZED: TO INCREASE THE SHARE CAPITAL
ON ONE OR SEVERAL OCCASIONS BY A MAXIMUM AMOUNT
OF EUR 18,000,000.00, IN ACCORDANCE WIT H THE
STIPULATIONS AS SPECIFIED IN ACCORDANCE WITH
ARTICLE 604 CC AND IN THE P ROVISION OF THE ARTICLES
OF ASSOCIATION; DURING A PERIOD OF 18 MONTHS;
IV) APP OINT MR. KAREL VINCK, LUC DELAGAYE, MR.
MICHEL MOSER AND MR. REMI VERMEIREN AS DIRECTORS
UNTIL THE 2008 OGM; APPOINT MR. ETIENNE DAVIGNON,
MR. PHILIPPE DELA UNOIS AND MR. ETIENNE DENIS
AS A DIRECTORS UNTIL THE 2007 OGM; THE AGGREGATE
R EMUNERATION OF THE MEMBERS OF THE BOARD OF
DIRECTORS OF CUMERIO FOR 2005 IS FI XED AT EUR
150,000.00; V) DETERMINES THAT CUMERIO SHALL
START TO FUNCTION AS S OON AS THE PARTIAL DEMERGER
HAS TAKEN PLACE; VI) FIRST FINANCIAL YEAR OF
CUMER IO BEGINS ON1 JAN 2005 AND SHALL BE CLOSED
ON 31 DEC 2005 AND THAT THE FIRST O GM OF CUMERIO
SHALL BE HELD IN APR OF 2006; VII) THE BOARD
OF DIRECTORS OF CUM ERIO IS GIVEN THE POWER TO
FULFILL ALL FORMALITIES WITH RESPECT TO THE REALIZA
TION OF THIS PARTIAL DEMERGER, AND ESPECIALLY
THE ALLOCATION OF THE SHARES AND VVPR STRIPS
ISSUED BY CUMERIO
4. APPROVE: THAT THE PARTIAL DEMERGER HAS BEEN REALIZED; Management
IN ACCORDANCE WITH THE O NE TO ONE DISTRIBUTION
RATIO MENTIONED IN THE PROPOSAL FOR PATIAL DEMERGER
AND THE BOARD OF DIRECTORS REPORT, THE SHAREHOLDERS
OF UMICORE HAVE BECOME SHARE HOLDERS OF CUMERIO
AND THE HOLDERS OF UMICORE VVPR STRIPS HAVE BECOME
HOLDERS OF CUMERIO VVPR STRIPS; THE ASSETS AND
LIABILITIES OF UMICORE AS SPECIFIED ABO VE HAVE
BEEN AUTOMATICALLY TRANSFERRED TO CUMERIO; THE
SHARE CAPITAL OF CUMERI O AMOUNTS TO THE FINAL
CUMERIO CAPITAL AMOUNT AND IS FULLY PAID UP
5. ADOPT ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management
TO THE ADOPTED RESOLUTIONS INCL UDING THE CAPITAL
DECREASE PURSUANT TO THE TRANSFER OF THE ASSETS
AND LIABILIT IES RELATING TO UMICORE S COPPER
BRANCH OF ACTIVITY TO CUMERIO AS SPECIFIED
6. APPROVE TO INCORPORATE THE ENTIRE AMOUNT OF THE Management
ISSUE PREMIUM, AS SPECIFIED IN UMICORE S BALANCE
SHEET AFTER THE PARTIAL DEMERGER AS ATTACHED
TO THE MINUTES HEREINAFTER THE FINAL UMICORE
ISSUE PREMIUM AMOUNT , INTO THE CAPITAL OF UMI
CORE AND TO INCREASE THE CAPITAL OF UMICORE FROM
THE FINAL UMICORE CAPITAL AMO UNT TO AN AMOUNT
EQUAL TO THE FINAL UMICORE CAPITAL AMOUNT
7. AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management
8. AMEND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management
WITH NEW WORDS
9. AMEND ARTICLE 11 OF THE ARTICLES OF ASSOCIATION Management
BY INSERTING A NEW WORDS
10. AMEND ARTICLE 16 OF THE ARTICLES OF ASSOCIATION Management
BY REPLACING IT WITH NEW WORDS
11. APPROVE TO DELETE AND REPLACE ARTICLE 17 OF ARTICLES Management
OF ASSOCIATION BY NEW WOR DS
12. AUTHORIZE THE COMPANY TO ACQUIRE ON THE STOCK Management
MARKET UNTIL THE 2006 OGM A NUMB ER OF THE COMPANY
S OWN SHARES CORRESPONDING TO A MAXIMUM OF 10%
OF THE SUBSCR IBED CAPITAL, AT THE UNIT PRICE
COMPRISED BETWEEN A MINIMUM EQUAL TO THE LOWES
T CLOSING STOCK MARKET PRICE FOR THE LAST TWENTY
TRADING SESSIONS PRECEDING TH E DATE OF ACQUISITION
LESS 10% AND A MAXIMUM PRICE PER SHARE OF EUR
110.00; AU THORIZATION GIVEN TO THE COMPANY S
SUBSIDIARIES TO ACQUIRE ON THE STOCK MARKET ,
OR IN ANY WAY WHATSOEVER, SHARES IN THE COMPANY
IN ACCORDANCE WITH THE CONDI TIONS OF THE AUTHORIZATION
GRANTED TO THE COMPANY
13. AUTHORIZE MR. DAMIEN HISETTE, TO REGISTER CUMERIO Management
WITH THE CROSSROADS BANK OF ENTERPRISES AND IN
GENERAL TO FULFILL ALL NECESSARY FORMALITIES
- -----------------------------------------------------------------------------------------------------------------------------
VENTURE CORPORATION LTD AGM Meeting Date: 04/28/2005
Issuer: Y9360Y103 ISIN: SG0531000230
SEDOL: 5430141, 6927374
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS OF THE COMPAN Y FOR THE YE 31
DEC 2004 TOGETHER WITH THE AUDITORS REPORT THEREON
2. DECLARE A FINAL TAX-EXEMPT DIVIDEND OF 100% OR Management For
25 CENTS PER ORDINARY SHARE AND A BONUS TAX EXEMPT
DIVIDEND OF 100% OR 25 CENTS PER ORDINARY SHARE
FOR THE YE 31 DEC 2004
3. RE-ELECT MR. WONG NGIT LIONG AS A DIRECTOR, WHO Management Against
RETIRES PURSUANT TO ARTICLE 92 OF THE COMPANY
S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. KOH LEE BOON AS A DIRECTOR, WHO Management For
RETIRES PURSUANT TO ARTICLE 92 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5. RE-APPOINT MR. CECIL VIVIAN RICHARD WONG AS A Management For
DIRECTOR, WHO RETIRES UNDER SECT ION 153(6) OF
THE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT
AGM
6. APPROVE THE PAYMENT OF DIRECTORS FEES OF SGD Management For
127,000 FOR THE YE 31 DEC 2004
7. RE-APPOINT DELOITTE & TOUCHE AS THE COMPANY S Management For
AUDITORS AND AUTHORIZE THE DIREC TORS TO FIX
THEIR REMUNERATION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50 AND THE
LISTING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITE D SGX-ST , TO ISSUE SHARES IN
THE CAPITAL OF THE COMPANY SHARES BY WAY OF
RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GRANT
OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY INSTRUMENTS
THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED,
I NCLUDING BUT NOT LIMITED TO THE CREATION AND
ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS,
DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO
SHARES AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS
AND FOR SUCH PURPOSES AND TO SUCH PERS ONS AS
THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION
DEEM FIT; AND NOTWITHST ANDING THE AUTHORITY
CONFERRED BY THIS RESOLUTION MAY HAVE CEASED
TO BE IN FOR CE ISSUE SHARES IN PURSUANCE OF
ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTO
RS WHILE THIS RESOLUTION WAS IN FORCE, THE AGGREGATE
NUMBER OF SHARES ISSUED P URSUANT TO THIS RESOLUTION
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INST RUMENTS MADE OR GRANTED PURSUANT TO THIS
RESOLUTION NOT EXCEEDING 50% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE
NUMBER OF SHARES T O BE ISSUED OTHER THAN ON
A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY
DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AND THE PERCENTAGE OF ISSUED SHARE
CAPITAL SHALL BE CALCULATED BASED ON THE COMPANY
S ISSUED SHAR E CAPITAL AT THE DATE OF PASSING
OF THIS RESOLUTION AFTER ADJUSTING FOR NEW SH
ARES ARISING FROM THE CONVERSION OF CONVERTIBLE
SECURITIES OR SHARE OPTIONS OR VESTING OF SHARES
AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT
THE TIME THIS RESOLUTION IS PASSED AND ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF SHARE S; IN EXERCISING
THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE
COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE
LISTING MANUAL OF THE SGX-ST UNLESS SUCH C OMPLIANCE
HAS BEEN WAIVED BY THE SGS-ST AND THE ARTICLES
OF ASSOCIATION FOR T HE TIME BEING OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE DATE OF
THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW
9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against
161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT
AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES
IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED
TO BE ISSUED PURSUANT TO THE EXERCISE OF OP TIONS
GRANTED UNDER THE VENTURE MANUFACTURING (SINGAPORE)
LTD EXECUTIVES SHAR E OPTION SCHEME ADOPTED
BY THE COMPANY IN 1993 THE 1993 SCHEME AND
PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF
SHARES TO BE ISSUED PURSUANT TO THE 1993 S CHEME
SHALL NOT EXCEED 25% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY FROM TIM E TO TIME
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO OFFER Management Against
AND GRANT OPTIONS FROM TIME TO TIME IN ACCORDANCE
WITH THE REGULATIONS OF THE VENTURE CORPORATION
EXECUTIVES SHARE OPTION SCHEME ADOPTED BY THE
COMPANY IN 2004 THE 2004 SCHEME AND PUR SUANT
TO SECTION 161 OF THE COMPANIES ACT, CHAPTER
50, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY
AS MAY BE RE QUIRED TO BE ISSUED PURSUANT TO
THE EXERCISE OF OPTIONS GRANTED UNDER THE 2004
SCHEME, PROVIDED ALWAYS THAT THE AGGREGATE NUMBER
OF SHARES TO BE ISSUED PURS UANT TO THE 2004
SCHEME SHALL NOT EXCEED 15% OF THE ISSUED SHARE
CAPITAL OF TH E COMPANY FROM TIME TO TIME
- -----------------------------------------------------------------------------------------------------------------------------
VINCI SA OGM Meeting Date: 04/28/2005
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.
- -----------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL MIX Meeting Date: 04/28/2005
Issuer: F7063C114 ISIN: FR0000127771 BLOCKING
SEDOL: 4834777, 4841379, 4859587, 4863470
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 220984 DUE TO AN ADDITIONA L RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED A ND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAI LS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CA RDS: ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE
B ECOME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REG ISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWAR D TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SIN CE FRANCE MAINTAINS
A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THA T HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PA
RTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN
SUBMITTED TO ADP AND THE GLOB AL CUSTODIAN ADVISES
ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLE CTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTOD IAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT TH E LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 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 T HE 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
61,364,6 10.00, GLOBAL DIVIDEND: EUR 643,574,618.00,
CARRY FORWARD ACCOUNT: EUR 522,352 ,972.00; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.60 PER SHARE, T HIS DIVIDEND WILL BE PAID ON
04 MAY 2005, THE SUM OF EUR 3,251,101.00 CORRESPO
NDING TO THE AMOUNT OF THE SPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS, REGISTE RED IN THE INDIVIDUAL
ACCOUNTS ON 21 DEC 2004, WILL BE TRANSFERRED
TO THE OTHE R 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 TRANSACTIONS
, IN FRANCE OR ABROAD, WITH SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAI NTAINED, 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 SECU RITIES GIVING ACCESS
BY ANY MEANS TO ORDINARY SHARES OF THE COMPANY
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ,
IT CANCELS AND REPLACES THE DELEGATION SET FORTH
IN RESOLUTION NUMBER 17 AND GIVEN BY THE GENERAL
MEETING OF 29 APR 2003
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 RIG HTS, THE SHARE
CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00,
BY W AY OF ISSUING ORDINARY SHARES OF THE COMPANY
AS WELL AS SECURITIES GIVING ACCE SS BY ANY MEANS
TO ORDINARY SHARES OF THE COMPANY, THIS AMOUNT
SHALL COUNT AGA INST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS IT CANCELS AND REPLACES
THE DELEGATION SET FORTH IN R ESOLUTION NUMBER
18 AND GIVEN BY THE GENERAL MEETING OF 29 APR
2003; IN ALL CA SES, THE AMOUNT OF THE CAPITAL
INCREASES REALIZED ACCORDING TO THE PRESENT RES
OLUTION, 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 FAVOR OF THE COMPANY
S EMPLOYEES WHO ARE MEMBERS OF A COMP ANY SAVINGS
PLAN, WITH THE ISSUE OF SHARES TO BE PAID UP
IN CASH; AUTHORITY E XPIRES 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 PE RIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
21 AND GIVEN BY THE GENERAL MEETING OF 23 APR
2003; IN ALL THE CASES, THE AMOUNT OF THE CAPITAL
I NCREASES REALIZED ACCORDING TO THE PRESENT
RESOLUTION, COUNTS AGAINST THE OVER ALL VALUE
SET FORTH IN RESOLUTION NUMBER 7; GRANT ALL POWERS
TO THE BOARD OF D IRECTORS, OR IF THE RESOLUTIONS
NUMBERS O.5 AND O.6 ARE ADOPTED, TO THE EXECUT
IVE COMMITTEE, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FOR MALITIES
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;
AUTHORIT Y EXPIRES AT THE END OF 36 MONTHS
; THE PRESENT DELEGATION CANCELS AND REPLACE
S, FOR THE PERIOD UNUSED THE DELEGATION SET FORTH
IN RESOLUTION 20 AND GIVEN B Y THE GENERAL MEETING
OF 29 APR 2003; IN ALL THE CASES, THE AMOUNT
OF THE CAPI TAL INCREASE REALIZED ACCORDING TO
THE PRESENT RESOLUTION, COUNTS AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION NUMBER 7, AUTHORIZE
THE BOARD OF DIRECTO RS, OR IF THE RESOLUTIONS
NUMBERS 5 AND 5 ARE ADOPTED TO THE EXECUTIVE
COMMITT EE, TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
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 N ECESSARY 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 STOC K MARKET, AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 40.00 T HE PURCHASE
AMOUNT ACCUMULATED UPON THE BASIS OF AN AVERAGE
PRICE OF EUR 24.00 PER SHARE, WILL NOT EXCEED
EUR 2,570,000,000.00; AUTHORITY EXPIRES AT THE
EN D OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS
AND REPLACES FOR THE REMAINING PERIOD, THE DELEGATION
GIVEN BY THE CGM OF 06 MAY 2004; AND AUTHORIZE
THE BOA RD 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 NECESSA RY 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
O.32 AMEND ARTICLE OF ASSOCIATION NUMBER 17 Management
* PLEASE NOTE THAT THE MEETING HELD ON 18 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.
- -----------------------------------------------------------------------------------------------------------------------------
ARCELOR SA AGM Meeting Date: 04/29/2005
Issuer: L0218T101 ISIN: LU0140205948 BLOCKING
SEDOL: 7281875, 7281886, 7285402, 7286223, B05QLK9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BOARD MANAGERS REPORT AND AUDITORS Management
REPORT
2. APPROVE THE ANNUAL ACCOUNTS Management
3. APPROVE THE CONSOLIDATED ACCOUNTS Management
4. APPROVE THE RESULT APPLICATION Management
5. APPROVE THE BOARD MANAGEMENT FOR THE YEAR 2004 Management
6. APPOINT THE DIRECTOR Management
7. APPROVE TO RENEW THE MEMBERSHIP OF BOARD Management
- -----------------------------------------------------------------------------------------------------------------------------
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA OGM Meeting Date: 04/29/2005
Issuer: T1188A116 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
- -----------------------------------------------------------------------------------------------------------------------------
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
30 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
1. APPROVE THE BALANCE SHEET REPORTS OF 31 DEC 04; Management
THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY; THE EXTERNAL AND THE INTERNAL AUDITORS
REPORTS; RESO LUTIONS RELATED THERETO; AND APPROVE
THE CONSOLIDATED BALANCE SHEET REPORT AS OF 31
DEC 04
2. APPROVE THE CHARTERED PUBLIC ACCOUNTANT FIRM Management
AS REQUIRED BY ARTICLE 161, 24 F EB 1998 LEGISLATIVE
DECREE N. 58 IN ORDER TO VERIFY THAT THE COMPANY
S ACCOUN T ARE PROPERLY RECORDED AND THAT THE
ACCOUNTING MOVEMENTS ARE CORRECTLY REPORT ED
IN THE FINANCIAL RECORDS; TO AUDIT THE BALANCE
SHEET, THE CONSOLIDATED BALA NCE SHEET AND THE
BI-YEARLY REPORTS FOR THE 3-YEAR TERM 2005-2007;
TO STATE TH E EXTERNAL AUDITORS EMOLUMENTS POWER
BESTOWAL
3. APPROVE TO BUY AND SELL OWN SHARES AS PER THE Management
EX ARTICLE 2357 AND 2357 TER OF THE ITALIAN CIVIL
CODE
- -----------------------------------------------------------------------------------------------------------------------------
BANCHE POPOLARI UNITE SCARL MIX Meeting Date: 04/29/2005
Issuer: T1681V104 ISIN: IT0003487029 BLOCKING
SEDOL: 7622225
- -----------------------------------------------------------------------------------------------------------------------------
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
30 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
A.1 APPOINT DIRECTORS Management
A.2 APPROVE THE REMUNERATION OF DIRECTORS Management
A.3 APPROVE THE REPORTS OF BOARDS AND AUDITORS, BALANCE Management
SHEET AS AT 31 DEC 2004, C ONSEQUENT DELIBERATIONS
A.4 APPROVE THE BUY-BACK Management
E.1 AMEND THE ARTICLES OF COMPANY LAW: 1, 3, 4, 5, Management
6, 8, 9, 10, 11, 12, 13, 14, 15 , 22, 25, 26,
27, 28, 29, 30, 32, 33, 35, 37, 38, 39, 41, 42,
44, 45,47, 49, 5 1, 52; INTRODUCTION OF TWO NEW
ARTICLES 47-BIS AND 53, CONSEQUENT DELIBERATION
S
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN OGM Meeting Date: 04/29/2005
Issuer: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 06056, 5069192, 5069211, 5069459, 5069493,
5073450, 5073461, 5073472, 5074497, 5077894, B033630
- -----------------------------------------------------------------------------------------------------------------------------
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 GROUP AN NUAL REPORT; AND APPROVE THE APPROVE
THE APPROPRIATION OF THE DISTRIBUTED PROF IT
; DISTRIBUTED PROFIT OF EUR 401,688,056 SHALL
BE APPROPRIATED AS FOLLOWS: P AYMENT OF A DIVIDEND
OF EUR 0.55 PER NO-PAR SHARE EX-DIVIDEND; PAYABLE
DATE BE 02 MAY 2005
2. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
3. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
4.1 ELECT DR. RER. POL., DIPL.-KFM. KLAUS KLEINFELD Management
AS AN ORDINARY MEMBER OF THE SUPERVISORY BOARD
4.2 ELECT PROF. DR.-ING. DR. H.C. EKKEHARD D. SCHULZ Management
AS AN ODINARY MEMBER TO THE S UPERVISORY BOARD
4.3 ELECT JOCHEN APPELL AS AN ALTERNATIVE MEMBER Management
TO THE SUPERVISORY BOARD
4.4 ELECT DR. HANS-DIRK KREKELER AS AN ALTERNATIVE Management
MEMBER TO THE SUPERVISORY BOARD
5. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF EACH MEMBER OF SUPERVISORY BOA RD RECEIVING
A FIXED ANNUAL REMUNERATION OF EUR 60,000 AND
A VARIABLE REMUNERA TION OF EUR 2,000 FOR EVERY
EUR 50,000,000 OR PART THEREOF BY WHICH THE GROSS
CASH FLOW AS REPORTED IN THE CONSOLIDATED GROUP
FINANCIAL STATEMENTS OF THE RE CENT FY EXCEEDS
EUR 3,100,000,000
6. AMEND SECTION 14, SECTION 15(1), SECTION 15(2), Management
AND SECTION 15(3) OF THE ARTIC LES OF ASSOCIATION
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND THE M ODERNIZATION OF THE RIGHT TO SET ASIDE
7. AUTHORIZE THE MANAGEMENT DIRECTORS TO ACQUIRE Management
SHARES OF THE COMPANY UP TO 10% OF ITS SHARE
CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10%
FROM THE MARKET P RICE OF THE SHARES, ON OR BEFORE
28 OCT 2006; TO DISPOSE OF THE SHARES IN A MA
NNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER
TO ALL SHAREHOLDERS IF THE SHAR ES ARE SOLD AT
A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE
AGAINST PAYMENT IN CASH, TO USE THE SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS OR WIT
HIN THE SCOPE OF THE COMPANY S STOCK OPTION PLANS;
AND TO RETIRE THE SHARES
8. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management
AS THE AUDIT ORS FOR THE YEAR 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 COMPANYS MEETING.
- -----------------------------------------------------------------------------------------------------------------------------
CAPITALAND LTD AGM Meeting Date: 04/29/2005
Issuer: Y10923103 ISIN: SG1J27887962
SEDOL: 6309303, 7054260
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNTS FOR THE YE 31 DEC 2004 AND THE
AUDITORS REPORT THEREON
2. DECLARE A FIRST AND FINAL DIVIDEND OF SGD 0.05 Management For
PER SHARE AND A SPECIAL DIVIDEN D OF SGD 0.01
PER SHARE, LESS SINGAPORE INCOME TAX AT 20%,
FOR THE YE 31 DEC 2 004
3. APPROVE THE SUM OF SGD 1,003,103 AS THE DIRECTORS Management For
FEES FOR THE YE 31 DEC 2004 ; 2003: SGD 971,340
4.i RE-ELECT MR. LIEW MUN LEONG AS A DIRECTOR, WHO Management Against
RETIRES BY ROTATION PURSUANT TO ARTICLE 95 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
4.ii RE-ELECT MR. RICHARD EDWARD HALE AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PURSUA NT TO ARTICLE
95 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
4.iii RE-ELECT MR. PETER SEAH LIM HUAT AS A DIRECTOR, Management For
WHO RETIRES BY ROTATION PURSUA NT TO ARTICLE
95 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
5.i RE-APPOINT DR. RICHARD HU TSU TAU AS A DIRECTOR, Management For
WHO RETIRES UNDER SECTION 153 (6) OF THE COMPANIES
ACT, CHAPTER 50, TO HOLD OFFICE FROM THE DATE
OF THIS AGM UNTIL THE NEXT AGM
5.ii RE-APPOINT MR. HSUAN OWYANG AS A DIRECTOR, WHO Management For
RETIRES UNDER SECTION 153(6) OF THE COMPANIES
ACT, CHAPTER 50, TO HOLD OFFICE FROM THE DATE
OF THIS AGM UNTIL THE NEXT AGM
5.iii RE-APPOINT MR. LIM CHIN BENG AS A DIRECTOR, WHO Management For
RETIRES UNDER SECTION 153(6) O F THE COMPANIES
ACT, CHAPTER 50, TO HOLD OFFICE FROM THE DATE
OF THIS AGM UNTI L THE NEXT AGM
6. RE-APPOINT MESSRS KPMG AS THE AUDITORS OF THE Management For
COMPANY AND AUTHORIZE THE DIRECT ORS TO FIX THEIR
REMUNERATION
7. TRANSACT SUCH OTHER ORDINARY BUSINESS Other Against
8.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For
(I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR ( II) MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS COLLECTIVELY, INSTRUMENTS TH AT
MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING
BUT NOT LIMITED TO TH E CREATION AND ISSUE OF
AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES
OR OT HER INSTRUMENTS CONVERTIBLE INTO 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; AND B) NOTWITHSTANDING THE AUTHORITY
CONFER RED BY THIS RESOLUTION MAY HAVE CEASED
TO BE IN FORCE ISSUE SHARES IN PURSUAN CE OF
ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS
WHILE THIS RESOLUTION WA S IN FORCE, PROVIDED
THAT: 1) THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED PURS UANT TO THIS RESOLUTION INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUM ENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 50% OF THE I SSUED SHARE CAPITAL
OF THE COMPANY AS SPECIFIED , OF WHICH THE AGGREGATE
NUMB ER OF SHARES TO BE ISSUED OTHER THAN ON
A PRO RATA BASIS TO SHAREHOLDERS OF TH E COMPANY
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR G RANTED PURSUANT TO THIS
RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED
SHARE CA PITAL OF THE COMPANY AS SPECIFIED ;
2) SUBJECT TO SUCH MANNER OF CALCULATION AS
MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITED FO R THE PURPOSE OF DETERMINING
THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED
AS SPECIFIED, THE PERCENTAGE OF ISSUED SHARE
CAPITAL SHALL BE BASED ON THE IS SUED SHARE CAPITAL
OF THE COMPANY AT THE TIME THIS RESOLUTION IS
PASSED, AFTER ADJUSTING FOR: (I) NEW SHARES ARISING
FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE
SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE
AWARDS WHICH ARE O UTSTANDING OR SUBSISTING AT
THE TIME THIS RESOLUTION IS PASSED; AND (II)
ANY S UBSEQUENT CONSOLIDATION OR SUBDIVISION
OF SHARES; 3) IN EXERCISING THE AUTHORI TY CONFERRED
BY THIS RESOLUTION, THE COMPANY SHALL COMPLY
WITH THE PROVISIONS OF THE LISTING MANUAL OF
THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE
HAS BEEN WAIVED BY THE SINGAP ORE EXCHANGE SECURITIES
TRADING LIMITED AND THE ARTICLES OF ASSOCIATION
FOR T HE TIME BEING OF THE COMPANY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE DATE BY WHICH
THE NEXT AGM OF THE COMPA NY IS REQUIRED BY LAW
TO BE HELD
8.B AUTHORIZE THE DIRECTORS TO: A) OFFER AND GRANT Management Against
OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF
THE CAPITALAND SHARE OPTION PLAN SHARE OPTION
PLAN AND/OR TO G RANT AWARDS IN ACCORDANCE WITH
THE PROVISIONS OF THE CAPITALAND PERFORMANCE
SH ARE PLAN PERFORMANCE SHARE PLAN AND/OR THE
CAPITALAND RESTRICTED STOCK PLAN RESTRICTED STOCK
PLAN THE SHARE OPTION PLAN, THE PERFORMANCE
SHARE PLAN AND THE RESTRICTED STOCK PLAN, TOGETHER
THE SHARE PLANS ; AND B) ALLOT AND ISSUE FROM
TIME TO TIME SUCH NUMBER OF SHARES IN THE COMPANY
AS MAY BE REQUIRED TO B E ISSUED PURSUANT TO
THE EXERCISE OF OPTIONS UNDER THE SHARE OPTION
PLAN AND/O R SUCH NUMBER OF FULLY PAID SHARES
IN THE COMPANY AS MAY BE REQUIRED TO BE ISS UED
PURSUANT TO THE VESTING OF AWARDS UNDER THE PERFORMANCE
SHARE PLAN AND/OR THE RESTRICTED STOCK PLAN,
PROVIDED THAT THE AGGREGATE NUMBER OF SHARES
TO BE ISSUED PURSUANT TO THE SHARE PLANS SHALL
NOT EXCEED 15% OF THE ISSUED SHARE CA PITAL OF
THE COMPANY FROM TIME TO TIME
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Vote Proposal
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU D ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
CELESIO AG OGM Meeting Date: 04/29/2005
Issuer: D1497R104 ISIN: DE0005858005 BLOCKING
SEDOL: 4357230, 5105182
- -----------------------------------------------------------------------------------------------------------------------------
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 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 102,060,000 AS: P AYMENT OF A DIVIDEND
OF EUR 1.20 PER NO-PAR SHARE EX-DIVIDEND AND
PAYABLE ON 0 2 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
STUTTGART, AS THE AUDITORS FOR THE YEAR 2005
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN BOTH ENGLISH AND GERMAN. THAN K YOU.
- -----------------------------------------------------------------------------------------------------------------------------
COFINIMMO SA, BRUXELLES EGM Meeting Date: 04/29/2005
Issuer: B25654136 ISIN: BE0003593044 BLOCKING
SEDOL: 4177988
- -----------------------------------------------------------------------------------------------------------------------------
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.
* 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 MUL TIPLE BENEFICIAL OWNERS, YOU WILL NEED
TO PROVIDE THE BREAKDOWN OF EACH BENEFI CIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESE NTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1. RECEIVE THE ANNUAL REPORT 2004 Non-Voting
2. RECEIVE THE REPORT OF THE SUPERVISOR Non-Voting
3. APPROVE THE STATUTORY ANNUAL REPORT Management
4. RECEIVE THE CONSOLIDATED ANNUAL REPORT 2004 Non-Voting
5. GRANT DISCHARGE TO THE MANAGEMENT Management
6. GRANT DISCHARGE TO THE SUPERVISOR Management
7. RECEIVE THE ANNUAL REPORT BY THE SUPERVISOR OF Non-Voting
BELGIAN OFFICE PROPERTIES
8. APPROVE THE ANNUAL REPORT OF BELGIAN OFFICE PROPERTIES Management
9. GRANT DISCHARGE TO THE MANAGEMENT OF BELGIAN Management
OFFICE PROPERTIES
10. GRANT DISCHARGE TO THE SUPERVISOR BELGIAN OFFICE Management
PROPERTIES
11. APPROVE THE RENEWAL OF MANAGEMENT MANDATES AND Management
APPOINT MANAGEMENT
12. APPROVE THE REMUNERATION OF THE MANAGEMENT Management
13. APPROVE THE RENEWAL OF THE MANDAT OF THE SUPERVISOR Management
AND REMUNERATION
14. RECEIVE THE CORPORATE GOVERNANCE Non-Voting
15. VARIOUS SUBJECTS Non-Voting
* PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting
MEETING. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
COMFORTDELGRO CORPORATION LTD AGM Meeting Date: 04/29/2005
Issuer: Y1690R106 ISIN: SG1N31909426
SEDOL: 6603737
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED FINANCIAL STATEMENTS F OR THE FYE 31
DEC 2004 TOGETHER WITH THE AUDITORS REPORT THEREON
2. DECLARE A FINAL DIVIDEND OF 12.028% 3.007 CENTS Management For
PER SHARE LESS INCOME TAX IN RESPECT OF THE
FYE 31 DEC 2004
3. APPROVE THE PAYMENT OF THE DIRECTORS FEES OF Management For
SGD 433,500 FOR THE FYE 31 DEC 2 004
4. RE-ELECT DR. WANG KAI YUEN AS A DIRECTOR, RETIRING Management For
PURSUANT TO ARTICLE 91 OF T HE COMPANY S ARTICLES
OF ASSOCIATION
5. RE-ELECT MR. OO SOON HEE AS A DIRECTOR, RETIRING Management For
PURSUANT TO ARTICLE 91 OF THE COMPANY S ARTICLES
OF ASSOCIATION
6. RE-ELECT MR. ONG AH HENG AS A DIRECTOR RETIRING Management For
PURSUANT TO ARTICLE 91 OF THE COMPANY S ARTICLES
OF ASSOCIATION
7. RE-APPOINT MESSRS DELOITTE & TOUCHE AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTOR S TO FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
161 OF THE COMPANIES ACT, CHAPTER 50, AND THE
LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES
TRADING LIMITE D, TO ISSUE SHARES IN THE COMPANY
BY WAY OF RIGHTS, BONUS OR OTHERWISE , UP T
O 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY,
OF WHICH THE AGGREGATE NUMBE R OF SHARES TO BE
ISSUED OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS
OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY; AND T HE PERCENTAGE
OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BASED
ON THE COMPANY S ISSUED SHARE CAPITAL AT THE
TIME OF PASSING OF THIS RESOLUTION AFTER ADJUST
ING FOR NEW SHARES ARISING FROM THE CONVERSION
OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR
SHARE OPTIONS WHICH ARE OUTSTANDING AT THE TIME
THIS RESOLUTION IS PASSED AND ANY SUBSEQUENT
CONSOLIDATION OR SUBDIVISION OF SHARES; AUTHORIT
Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT
AGM AS REQUIRED BY LAW
9. AUTHORIZE THE DIRECTORS OF THE COMPANY, TO ALLOT Management Against
AND ISSUE FROM TIME TO TIME S UCH NUMBER OF SHARES
IN THE COMPANY AS MAY BE REQUIRED TO BE ISSUED
PURSUANT T O THE EXERCISE OF OPTIONS UNDER THE
COMFORTDELGRO EMPLOYEES SHARE OPTION SCHE ME,
PROVIDED THAT THE AGGREGATE NUMBER OF SHARES
TO BE ISSUED PURSUANT TO THE COMFORTDELGRO EMPLOYEES
SHARE OPTION SCHEME SHALL NOT EXCEED 15% OF
THE TOTAL ISSUED SHARE CAPITAL OF THE COMPANY
FROM TIME TO TIME
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 214221, 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.
1. RECEIVE AND APPROVE THE ANNUAL REPORT, THE PARENT Management
COMPANY S 2004 FINANCIAL STA TEMENTS AND THE
GROUP S CONSOLIDATED FINANCIAL STATEMENTS
2. GRANT DISCHARGE OF THE ACTS TO THE MEMBERS OF Management
THE BOARD OF DIRECTORS AND THE E XECUTIVE BOARD
FOR THE FY 2004
3. APPROVE THAT THE RETAINED EARNINGS OF CHF 4,218,078,194 Management
COMPRISING RETAINED E ARNINGS BROUGHT FORWARD
FROM THE PREVIOUS YEAR OF CHF 3,386,649,182 AND
NET IN COME FOR 2004 OF CHF 831,429,012 BE APPROPRIATED
AS FOLLOWS: DISTRIBUTION OF A DIVIDEND : CHF
1.50 PER REGISTERED SHARE WITH PAR VALUE OF CHF
0.50 EACH CHF 1.50 GROSS PER SHARE WHICH AFTER
DEDUCTION OF SWISS FEDERAL WITHHOLDINGS TAX OF
35% CHF 0.525 AMOUNTS TO CHF 0.975 NET AGAINST
AN ORDER AUTHORIZING DIVIDEN D; BALANCE TO BE
CARRIED FORWARD RETAINED EARINGS MINUS DIVIDEND
UPON APPROV AL OF THE PROPOSAL, THE DIVIDEND
FOR THE FY 2004 WILL BE PAYABLE FREE OF COMMI
SSIONS FROM 06 MAY2005 AT ALL SWISS OFFICES OF
CREDIT SUISSE, BANK LEU LTD. NA DNEUE AARGAUER
BANK
4. APPROVE THE BUYBACK OF OWN SHARES OF UP TO A Management
MAXIMUM OF CHF 6 BILLION OF PURCH ASE VALUE;
THESE SHARES ARE REPURCHASED VIA A SECOND TRADING
LINE ON THE STOCK EXCHANGE AND SUBSEQUENTLY CANCELLED
AND THE SHARE CAPITAL IS TO BE REDUCED AC CORDINGLY
5.1.1 RE-ELECT MR. PETER BRABECK-LETMATHE TO THE BOARD Management
OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED
IN THE ARTICLES OF ASSOCIATION
5.1.2 RE-ELECT MR. THOMAS W. BECHTLER TO THE BOARD Management
OF DIRECTORS FOR A TERM OF 3 YEAR S AS STIPULATED
IN THE ARTICLES OF ASSOCIATION
5.1.3 RE-ELECT MR. ROBERT H. BENMOSCHE TO THE BOARD Management
OF DIRECTORS FOR A TERM OF 3 YEA RS AS STIPULATED
IN THE ARTICLES OF ASSOCIATION
5.1.4 RE-ELECT MR. ERNST TANNER TO THE BOARD OF DIRECTORS Management
FOR A TERM OF 3 YEARS AS S TIPULATED IN THE ARTICLES
OF ASSOCIATION
5.1.5 ELECT MR. JEAN LANIER TO THE BOARD OF DIRECTORS Management
FOR A TERM OF 3 YEARS AS STIPU LATED IN ARTICLES
OF ASSOCIATION
5.1.6 ELECT MR. ANTON VAN ROSSUM TO THE BOARD OF DIRECTORS Management
FOR A TERM OF 3 YEARS AS STIPULATED IN ARTICLES
OF ASSOCIATION
5.2 RE-ELECT KPMG KLYNVELD PEAT MARWICGOWEDELER SA, Management
ZURICH, AS THE INDEPENDENT AUD ITORS OF THE PARENT
COMPANY AND OF THE GROUP FOR A FURTHER TERM OF
1 YEAR
5.3 ELECT BDO VISURA, ZURICH, AS THE SPECIAL AUDITOR Management
FOR A FURTHER TERM OF 1 YEAR
6. APPROVE THAT THE AUTHORIZED CAPITAL, WHICH EXPIRES Management
LIMITED UNTIL 25 APR 2005 B E RENEWED AND EXTENDED
AT THE SAME LEVEL UNTIL 29 APR 2007; AND AMEND
ARTICLE 27 PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION
PURSUANT TO SECTION AS SPECIFIED
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD AGM Meeting Date: 04/29/2005
Issuer: Y20246107 ISIN: SG1L01001701
SEDOL: 5772014, 5783696, 6175203
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT AND AUDITED ACCOUNTS Management For
FOR THE YE 31 DEC 2004 AND THE AUDITORS REPORT
THEREON
2.A DECLARE A FINAL DIVIDEND OF 22 CENTS PER ORDINARY Management For
SHARE, LESS INCOME TAX, FOR THE YE 31 DEC 2004
2.B DECLARE A FINAL DIVIDEND OF 12 CENTS PER NON-VOTING Management For
CONVERTIBLE PREFERENCE SHA RE, LESS INCOME TAX,
FOR THE YE 31 DEC 2004
2.C DECLARE A FINAL DIVIDEND OF 12 CENTS PER NON-VOTING Management For
REDEEMABLE CONVERTIBLE PRE FERENCE SHARE, LESS
INCOME TAX, FOR THE YE 31 DEC 2004
3. APPROVE TO SANCTION THE AMOUNT OF SGD 976,689 Management For
AS THE DIRECTORS FEES FOR 2004
4. APPOINT MESSRS. ERNST & YOUNG AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
5.A.1 ACKNOWLEDGE THE RETIREMENT OF MR. JACKSON TAI, Management For
MR. BERNARD CHEN, MR. FOCK SIEW WAH, MS. GAIL
D. FOSIER, MR. C.Y. LEUNG, MR. PETER ONG AND
MR. JOHN ROSS AS T HE DIRECTORS AND THAT MR.
BERNARD CHEN, MR. FOCK SIEW WAH AND MS. GAIL
D. FOSL ER ARE NOT OFFERING THEMSELVES FOR RE-ELECTION
5A2.1 RE-ELECT MR. JACKSON TAI AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 96 OF THE CO MPANY S ARTICLES OF
ASSOCIATION
5A2.2 RE-ELECT MR. CY LEUNG AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 96 OF THE COMPA NY S ARTICLES OF
ASSOCIATION
5A2.3 RE-ELECT MR. PETER ONG AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 96 OF THE COMP ANY S ARTICLES OF
ASSOCIATION
5A2.4 RE-ELECT MR. JOHN ROSS AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 96 OF THE COMP ANY S ARTICLES OF
ASSOCIATION
5.B.1 RE-ELECT MR. ANG KONG HUA AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 101 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.B.2 RE-ELECT MR. GOH GEOK LING AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 101 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.B.3 RE-ELECT MR. WONG NGIT LIONG AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 101 OF T HE COMPANY S ARTICLES
OF ASSOCIATION
5.C ACKNOWLEDGE THE RETIREMENT OF MR. THEAN LIP PING Management For
AS A DIRECTOR UNDER SECTION 1 53(6) OF THE COMPANIES
ACT, CHAPTER 5
6.A AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against
TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH
THE PROVISIONS OF THE DBSH SHARE OPTION PLAN
AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH
NUMBER OF ORDINARY SHARES OF SGD 1.00 EACH IN
THE CAPITAL OF THE COMPANY DBSH ORDINARY SHARES
AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO
THE EXERCISE OF THE OPTIONS UNDER THE DBSH SHARE
OPTION PLAN PROV IDED THAT THE AGGREGATE NUMBER
OF NEW DBSH ORDINARY SHARES TO BE ISSUED PURSUA
NT TO THE DBSH SHARE OPTION PLAN AND THE DBSH
PERFORMANCE SHARE PLAN SHALL NOT EXCEED 7.5%
OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM
TIME TO TIME
6.B AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against
TO OFFER AND GRANT AWARDS IN A CCORDANCE WITH
THE PROVISIONS OF THE DBSH PERFORMANCE SHARE
PLAN AND TO ALLOT AND ISSUE FROM TIME TO TIME
SUCH NUMBER OF DBSH ORDINARY SHARES AS MAY BE
REQU IRED TO BE ISSUED PURSUANT TO THE VESTING
OF AWARDS UNDER THE DBSH PERFORMANCE SHARE PLAN,
PROVIDED THAT THE AGGREGATE NUMBER OF NEW DBSH
ORDINARY SHARES TO BE ISSUED PURSUANT TO THE
DBSH PERFORMANCE SHARE PLAN AND THE DBSH SHARE
OPTI ON PLAN SHALL NOT EXCEED 7.5% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME
6.C AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For
I) ISSUE SHARES IN THE CAPITAL O F THE COMPANY
SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE;
AND/OR II ) MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS COLLECTIVELY, INSTRUMENTS THAT MIGHT
OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING
BUT NOT LIMITED TO THE CREATION AND ISSUE OF
AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES
OR OTHE R INSTRUMENTS CONVERTIBLE INTO SHARES;
AT ANY TIME AND UPON SUCH TERMS AND CON DITIONS
AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS
THE DIRECTORS MAY IN THEI R ABSOLUTE DISCRETION
DEEM FIT; AND B) ISSUE SHARES IN PURSUANCE OF
ANY INSTRU MENT MADE OR GRANTED BY THE DIRECTORS
WHILE THIS RESOLUTION WAS IN FORCE, PROV IDED
THAT: 1) THE AGGREGATE NUMBER OF SHARES TO BE
ISSUED PURSUANT TO THIS RES OLUTION INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS
MADE OR GRA NTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPI
TAL OF THE COMPANY AS CALCULATED IN ACCORDANCE
WITH PARAGRAPH 2) , OF WHICH T HE AGGREGATE NUMBER
OF SHARES TO BE ISSUED OTHER THAN ON A PRO RATA
BASIS TO S HAREHOLDERS OF THE COMPANY INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF INST RUMENTS
MADE OR GRANTED PURSUANT TO THIS RESOLUTION
DOES NOT EXCEED 20% OF TH E ISSUED SHARE CAPITAL
OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH
PARAGR APH 2) ; 2) SUBJECT TO SUCH MANNER OF
CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED SGX-ST
FOR THE PURPOSE OF DE TERMINING THE AGGREGATE
NUMBER OF SHARES THAT MAY BE ISSUED UNDER PARAGRAPH
1) , THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL
BE BASED ON THE ISSUED SHARE CA PITAL OF THE
COMPANY AT THE TIME THIS RESOLUTION IS PASSED,
AFTER ADJUSTING FO R: I) NEW SHARES ARISING FROM
THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE
SE CURITIES OR SHARE OPTIONS OR VESTING OF SHARE
AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT
THE TIME THIS RESOLUTION IS PASSED; AND II) ANY
SUBSEQUENT CONSO LIDATION OR SUBDIVISION OF SHARES;
3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS
RESOLUTION, THE COMPANY SHALL COMPLY WITH THE
PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST
FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE
HAS B EEN WAIVED BY THE SGX-ST AND THE ARTICLES
OF ASSOCIATION FOR THE TIME BEING O F THE COMPANY;
AUTHORITY EXPIRES AT THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE DATE BY
WHICH THE NEXT AGM OF THE COMPANY IS REQUIR ED
BY LAW
- -----------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD EGM Meeting Date: 04/29/2005
Issuer: Y20246107 ISIN: SG1L01001701
SEDOL: 5772014, 5783696, 6175203
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. AUTHORIZE THE DIRECTORS OF DBSH, FOR THE PURPOSES Management For
OF SECTIONS 76C AND 76E OF T HE COMPANIES ACT,
CHAPTER 50 THE COMPANIES ACT , TO PURCHASE
OR OTHERWISE AC QUIRE ISSUED ORDINARY SHARES
OF SGD 1.00 EACH FULLY PAID IN THE CAPITAL OF
DBS H ORDINARY SHARES NOT EXCEEDING IN AGGREGATE
THE MAXIMUM PERCENTAGE AS SP ECIFIED , AT SUCH
PRICE OR PRICES AS MAY BE DETERMINED BY THE DIRECTORS
FROM T IME TO TIME UP TO THE MAXIMUM PRICE AS
SPECIFIED , WHETHER BY WAY OF: I) MARK ET PURCHASE
S ON THE SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED SGX-ST TRANSACTED THROUGH THE CENTRAL
LIMIT ORDER BOOK TRADING SYSTEM AND/OR ANY OTH
ER SECURITIES EXCHANGE ON WHICH THE ORDINARY
SHARES MAY FOR THE TIME BEING BE LISTED AND QUOTED
OTHER EXCHANGE ; AND/OR II) OFF-MARKET PURCHASE
S IF EF FECTED OTHERWISE THAN ON THE SGX-ST
OR, AS THE CASE MAY BE, OTHER EXCHANGE IN ACCORDANCE
WITH ANY EQUAL ACCESS SCHEME S AS MAY BE DETERMINED
OR FORMULATED BY THE DIRECTORS AS THEY CONSIDER
FIT, WHICH SCHEME S SHALL SATISFY ALL THE CONDITIONS
PRESCRIBED BY THE COMPANIES ACT, AND OTHERWISE
IN ACCORDANCE WITH A LL OTHER LAWS AND REGULATIONS
AND RULES OF THE SGX-ST OR, AS THE CASE MAY BE,
OTHER EXCHANGE AS MAY FOR THE TIME BEING BE APPLICABLE
(THE SHARE PURCHASE MA NDATE ; AUTHORITY EXPIRES
EARLIER AT THE CONCLUSION OF THE NEXT AGM OF
DBSH OR TO BE HELD BY LAW ; AND AUTHORIZE THE
DIRECTORS OF THE COMPANY AND/OR ANY O F THEM
TO COMPLETE AND DO ALL SUCH ACTS AND THINGS
INCLUDING EXECUTING SUCH D OCUMENTS AS MAY BE
REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT
OR NECES SARY TO GIVE EFFECT TO THE TRANSACTIONS
CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES EGM Meeting Date: 04/29/2005
Issuer: B33432129 ISIN: BE0003562700 BLOCKING
SEDOL: 4262118, 7044119, B02PQL5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO RENEW THE POWERS GIVEN TO THE BOARD Management
OF DIRECTORS TO INCREASE THE SH ARE CAPITAL OF
THE COMPANY AFTER IT HAS RECEIVED NOTICE OF A
PUBLIC TAKE-OVER BID RELATING TO THE COMPANY
2. APPROVE TO I) RENEW THE POWERS GIVEN TO THE BOARD Management
OF DIRECTORS TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY FOR A PERIOD OF 3 YEARS, AND II)
AUTHORIZE THE SUBSIDIARIES OF THE COMPANY TO
ACQUIRE AND TRANSFER SHARES OF THE COMPANY
3. APPROVE TO I) GRANT THE BOARD OF DIRECTORS THE Management
POWERS TO ACQUIRE SHARES OF THE COMPANY FOR A
PERIOD OF 18 MONTHS AND II) AUTHORIZE THE SUBSIDIARIES
OF THE COMPANY TO ACQUIRE SHARES OF THE COMPANY
4. APPROVE TO GRANTS THE POWERS TO THE BOARD OF Management
DIRECTORS TO IMPLEMENT THE DECISI ONS TAKEN BY
THE EXTRAORDINARY MEETING
* 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 VOT ED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO P ROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN O RDER FOR ADP TO LODGE YOUR VOTE.
- -----------------------------------------------------------------------------------------------------------------------------
GIORDANO INTERNATIONAL LTD AGM Meeting Date: 04/29/2005
Issuer: G6901M101 ISIN: BMG6901M1010
SEDOL: 4264181, 6282040
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For
FINANCIAL STATEMENTS AND THE REPO RTS OF THE
DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For
3. DECLARE A SPECIAL FINAL DIVIDEND FOR THE YE 31 Management For
DEC 2004
4. RE-ELECT THE RETIRING DIRECTORS Management For
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE OR OTHERWISE DEAL WITH THE ADDITIONAL SHARES
IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT
OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER
THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY, O THERWISE THAN PURSUANT
TO I) A RIGHTS ISSUE; OR II) THE EXERCISE OF
RIGHTS OF SUBSCRIPTION OR CONVERSION UNDER THE
TERMS OF ANY WARRANTS OR OTHER SECURITIE S ISSUED
BY THE COMPANY CARRYING A RIGHT TO SUBSCRIBE
FOR OR PURCHASE SHARES O F THE COMPANY; OR III)
THE EXERCISE OF ANY OPTION UNDER ANY SHATRE OPTION
SCHE ME OF THE COMPANY ADOPTED BY ITS SHAREHOLDERS
FOR THE GRANT OR ISSUE TO ELIGIB LE PERSONS OPTIONS
TO SUBSCRIBE FOR OR RIGHTS TO ACQUIRE SHARES
OF THE COMPANY ; OR IV) ANY SCRIP DIVIDEND OR
OTHER SIMILAR SCHEME IMPLEMENTED IN ACCORDANCE
WITH THE BYE-LAWS OF THE COMPANY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLU SION OF THE
NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM IS TO BE HELD BY LAW
7. AUTHORIZE THE DIRECTORS TO PURCHASE SHARES IN Management For
THE CAPITAL OF THE COMPANY DURIN G THE RELEVANT
PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS A ND THE REQUIREMENTS OF THE
RULES GOVERNING THE LISTING OF SECURITIES ON
THE ST OCK EXCHANGE OF HONG KONG LIMITED OR OF
ANY OTHER APPLICABLE STOCK EXCHANGE, N OT EXCEEDING
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRA
TION OF THE PERIOD WITHIN WHICH THE NEXT AGM
IS TO BE HELD BY LAW
8. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTIONS Management For
6 AND 7, TO EXTEND THE GENE RAL MANDATE GRANTED
TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE
OR OTHERWI SE DEAL WITH THE ADDITIONAL SHARES
OF THE COMPANY DURING THE RELEVANT PERIOD AS
DEFINED , BY THE ADDITION TO THE AGGREGATE NOMINAL
AMOUNT OF SHARES IN THE CAPITAL OF THE COMPANY
PURCHASED BY THE DIRECTORS OF THE COMPANY, PURSUANT
TO THEIR EXERCISE OF THE POWERS OF THE COMPANY
TO PURCHASE SHARES, 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
- -----------------------------------------------------------------------------------------------------------------------------
KEPPEL CORPORATION LTD AGM Meeting Date: 04/29/2005
Issuer: V53838112 ISIN: SG1E04001251
SEDOL: 0490515, 5683741, 6490263
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND AUDITED Management For
ACCOUNTS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 22% OR 11 CENTS PER Management For
SHARE LESS TAX FOR THE YE 31 D EC 2004
3. RE-ELECT MR. TONY CHEW LEONG-CHEE, WHO RETIRES Management Against
IN ACCORDANCE WITH ARTICLE 81 B OF THE COMPANY
S ARTICLES OF ASSOCIATION, AS A DIRECTOR
4. RE-ELECT MR. LIM CHEE ONN, WHO RETIRES IN ACCORDANCE Management For
WITH ARTICLE 81 B OF THE COMPANY S ARTICLES OF
ASSOCIATION, AS A DIRECTOR
5. RE-ELECT MR. TEO SOON HOE, WHO RETIRES IN ACCORDANCE Management For
WITH ARTICLE 81 B OF THE COMPANY S ARTICLES OF
ASSOCIATION, AS A DIRECTOR
6. RE-ELECT MRS. OON KUM LOON, WHO RETIRES IN ACCORDANCE Management Against
WITH ARTICLE 81A(1) OF C OMPANY S ARTICLES OF
ASSOCIATION, AS A DIRECTOR
7. RE-ELECT MR. TOW HENG TAN, WHO RETIRES IN ACCORDANCE Management Against
WITH ARTICLE 81A(1) OF CO MPANY S ARTICLES OF
ASSOCIATION, AS A DIRECTOR
8. APPROVE THE DIRECTORS FEES OF SGD 467,000 FOR Management For
THE YE 31 DEC 2004
9. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO MAKE Management For
MARKET PURCHASES FROM TIME TO T IME OF UP TO
A MAXIMUM 10% OF THE ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY AS AT THE DATE OF THE LAST AGM
OF THE COMPANY OR AT THE DATE ON WHICH THIS R
ESOLUTION IS PASSED AT ANY PRICE UP TO BUT NOT
EXCEEDING THE MAXIMUM PRICE, I N ACCORDANCE WITH
THE GUIDELINES ON SHARE PURCHASES BY THE COMPANY
AS SPECIFIE D, UNLESS REVOKED BY OR VARIED BY
THE COMPANY IN GENERAL MEETING; AUTHORITY E
XPIRES THE EARLIER OF THE DATE OF THE NEXT AGM
OF THE COMPANY OR THE DATE OF T HE AGM AS REQUIRED
BY LAW
11. AUTHORIZE THE DIRECTORS OF THE COMPANY, COMPLY Management For
WITH THE PROVISIONS OF THE LIST ING MANUAL OF
THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED
SGX-ST AND P URSUANT TO SECTION 161 OF THE
COMPANIES ACT CHAPTER 50 AND ARTICLE 48A OF
TH E COMPANY S ARTICLES OF ASSOCIATION, TO ISSUE
SHARES IN THE COMPANY SHARES W HETHER BY WAY
OF RIGHTS, BONUS OR OTHERWISE, AND INCLUDING
ANY CAPITALIZATION PURSUANT TO ARTICLE 124 OF
THE COMPANY S ARTICLES OF ASSOCIATION OF ANY
SUM FO R THE TIME BEING; AND/OR MAKE OR GRANT
OFFERS, AGREEMENTS OR OPTIONS THAT MIGH T OR
WOULD REQUIRE SHARES TO BE ISSUED INCLUDING
BUT NO LIMITED TO THE CREATI ON AND ISSUE OR
WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE
INTO SHA RE ; THE AGGREGATE NUMBER OF SHARES
ISSUED NOT EXCEEDING 50% OF THE ISSUED SHA RE
CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE
NUMBER OF SHARES TO BE ISSUE D OTHER THAN ON
A PRO-RATA BASIS TO THE SHAREHOLDERS OF THE COMPANY
INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF
INSTRUMENTS MADE OR GRANTED PURSUANT TO T HIS
RESOLUTION AND ANY ADJUSTMENTS EFFECTED UNDER
ANY RELEVANT INSTRUMENT DOE S NOT EXCEED 20%
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AND
THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL
BE CALCULATED BASED ON THE COMPANY S ISSUED SHA
RE CAPITAL AT THE DATE OF PASSING OF THIS RESOLUTION
AFTER ADJUSTING FOR NEW S HARES ARISING FROM
THE CONVERSION OR EXERCISE OF CONVERTIBLE SECURITIES
OR EMP LOYEE SHARE OPTIONS OR VESTING OF SHARES
OUTSTANDING OR SUBSISTING AS AT THE D ATE OF
THE PASSING OF THIS RESOLUTION AND ANY SUBSEQUENT
CONSOLIDATION OR SUBD IVISION OF SHARES; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEX T AGM OF THE COMPANY OR THE DATE OF THE NEXT
AGM OF THE COMPANY AS REQUIRED BY LAW
12. APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For
LISTING MANUAL OF THE SGX-ST, FO R THE COMPANY,
ITS SUBSIDIARIES AND TARGET ASSOCIATED COMPANIES
AS SPECIFIED ; OR ANY OF THEM, TO ENTER INTO
ANY OF THE TRANSACTIONS FALLING WITHIN THE CLA
SSES OF INTERESTED PERSONS AS SPECIFIED, IN ACCORDANCE
WITH THE REVIEW PROCEDU RES FOR INTERESTED PERSON
TRANSACTIONS AS SPECIFIED; AUTHORITY EXPIRES
THE EA RLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE DATE OF THE NEXT AGM OF
THE COMPANY AS REQUIRED BY LAW ; AND AUTHORIZE
THE AUDIT COMMITTEE OF THE COMPANY TO TAKE SUCH
ACTION AS IT DEEMS PROPER IN RESPECT OF SUCH
PROCEDUR ES AND/OR MODIFY OR IMPLEMENT SUCH PROCEDURES
AS MAY BE NECESSARY TO TAKE INTO CONSIDERATION
ANY AMENDMENT TO CHAPTER 9 OF THE LISTING MANUAL
WHICH MAY BE P RESCRIBED BY THE SGX-ST FROM TIME
TO TIME; AND THE DIRECTORS OF THE COMPANY TO
COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING,
WITHOUT LIMITATION, EXEC UTING ALL SUCH DOCUMENTS
AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF THE COMPANY
TO GIVE EFFECT TO THE SHAREHOLDE RS MANDATE
AND/OR THIS RESOLUTION
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
ARTICLES BY INSERTING A NEW ARTICLE 126A AFTER
THE EXISTING ARTICLE 126 AND ARTICLES 130 AND
131 IN THE M ANNER AS SPECIFIED
* TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
KEPPEL CORPORATION LTD EGM Meeting Date: 04/29/2005
Issuer: V53838112 ISIN: SG1E04001251
SEDOL: 0490515, 5683741, 6490263
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE, SUBJECT TO THE CONFIRMATION OF THE HIGH Management For
COURT OF THE REPUBLIC OF SING APORE: THE SUM
STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT
OF THE COMP ANY TO BE REDUCED BY THE SUM OF UP
TO SGD 159,017,818 AND THAT SUCH REDUCTION BE
EFFECTED BY RETURNING TO SHAREHOLDERS SGD 0.20
IN CASH FOR EACH ISSUED AND FULLY PAID ORDINARY
SHARE OF SGD 0.50 EACH IN THE CAPITAL OF THE
COMPANY HELD AS AT A BOOK CLOSURE DATE TO BE
DETERMINED BY THE DIRECTORS; AND AUTHORIZE THE
DIRECTORS TO COMPLETE AND DO AND EXECUTE ALL
SUCH ACTS AND THINGS AS THEY OR HE MAY DEEM NECESSARY
OR EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION,
WITH SUC H MODIFICATIONS THERETO IF ANY AS
THEY OR HE SHALL THINK FIT IN THE INTEREST S
OF THE COMPANY
S.2 AUTHORIZE THE DIRECTORS TO COMPLETE AND DO AND Management For
EXECUTE ALL SUCH ACTS AND THING S AS THEY OR
HE MAY CONSIDER NECESSARY OR EXPEDIENT TO GIBE
EFFECT TO THIS RES OLUTION WITH SUCH MODIFICATIONS
THERETO IF ANY AS THEY OR HE SHALL THINK FIT
IN THE INTERESTS OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
KEPPEL LAND LTD AGM Meeting Date: 04/29/2005
Issuer: V87778102 ISIN: SG1R31002210
SEDOL: 6853468, B03NNP1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
ACCOUNTS FOR THE YE 31 DEC 200 4
2. DECLARE THE FIRST AND FINAL DIVIDEND AS RECOMMENDED Management For
BY THE DIRECTORS FOR THE Y E 31 DEC 2004
3. RE-ELECT MR. HENG CHIANG MENG AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH AR TICLE 100 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
4. RE-ELECT MR. LIM CHEE ONN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTICL E 94 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY
5. RE-ELECT MR. LIM HO KEE AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH ARTICLE 94 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
6. RE-ELECT ASSOC. PROF. TSUI KAI CHONG AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH ARTICLE 94 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
7. APPROVE THE DIRECTORS FEES OF SGD 573,000 FOR Management For
THE YE 31 DEC 2004
8. RE-APPOINT MESSRS. ERNST & YOUNG AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS T O FIX THEIR REMUNERATION
9. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 161 OF THE COMPANI ES ACT (CHAPTER
50) OF SINGAPORE AND ARTICLE 8(B) OF THE COMPANY
S ARTICLES OF ASSOCIATION TO: ISSUE SHARES IN
THE CAPITAL OF THE COMPANY SHARES WHETHER B
Y WAY OF RIGHT, BONUS OR OTHERWISE, AND INCLUDING
ANY CAPITALIZATION PURSUANT TO ARTICLE 136 OF
THE COMPANY S ARTICLES OF ASSOCIATION OF ANY
SUM FOR THE TIM E BEING STANDING TO THE CREDIT
OF ANY OF THE COMPANY S RESERVE ACCOUNTS OR AN
Y SUM STANDING TO THE CREDIT OF THE PROFIT AND
LOSS ACCOUNT OR OTHERWISE AVAIL ABLE FOR DISTRIBUTION;
AND/OR MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS
THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED
INCLUDING BUT NOT LIMITED TO THE CREATION AND
ISSUE OF WARRANTS, DEBENTURES OR OTHER INSTRUMENTS
CONVERTIBLE IN TO SHARES COLLECTIVELY INSTRUMENTS
, AT ANY TIME AND UPON SUCH TERMS AND CON DITIONS
AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS
THE DIRECTORS MAY IN THEI R ABSOLUTE DISCRETION
DEEM FIT; AND NOTWITHSTANDING THAT THE AUTHORITY
SO CON FERRED BY THIS RESOLUTION MAY HAVE CEASED
TO BE IN FORCE ISSUE SHARES IN PURS UANCE OF
ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS
WHILE THE AUTHORITY W AS IN FORCE, PROVIDED THAT:
I) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PUR SUANT TO THIS RESOLUTION INCLUDING SHARES
TO BE ISSUED IN PURSUANCE OF INSTRU MENTS MADE
OR GRANTED PURSUANT THERETO AND ANY ADJUSTMENTS
EFFECTED UNDER ANY RELEVANT INSTRUMENT , DOES
NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF
THE C OMPANY OF WHICH THE AGGREGATE NUMBER OF
SHARES TO BE ISSUED OTHER THAN ON A PR O RATA
BASIS TO SHAREHOLDERS OF THE COMPANY DOES NOT
EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY; II) FOR THE PURPOSE OF DETERMINING THE
AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED
IN THIS RESOLUTION, THE PERCENTAGE OF ISS UED
SHARE CAPITAL SHALL BE CALCULATED BASED ON THE
ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE
DATE OF THE PASSING OF THIS RESOLUTION AFTER
ADJUSTING FOR: (AA) NEW SHARES ARISING FROM THE
CONVERSION OR EXERCISE OF CONVERTIBLE SECURI
TIES; (BB) NEW SHARES ARISING FROM EXERCISING
SHARE OPTIONS OR VESTING OF SHAR E AWARDS OUTSTANDING
OR SUBSISTING AS AT THE DATE OF THE PASSING OF
THIS RESOL UTION APPROVING THE MANDATE, PROVIDED
THE OPTIONS OR AWARDS WERE GRANTED IN CO MPLIANCE
WITH THE RULES AND REGULATIONS OF THE SINGAPORE
EXCHANGE SECURITIES T RADING LIMITED THE SGX-ST
; AND (CC) ANY SUBSEQUENT CONSOLIDATION OR SUB-DIVI
SION OF SHARES; IN EXERCISING THE POWER TO MAKE
OR GRANT INSTRUMENTS, THE COMP ANY SHALL COMPLY
WITH THE PROVISIONS OF THE LISTING MANUAL OF
THE SGX-ST FOR T HE TIME BEING IN FORCE UNLESS
SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST
AND THE ARTICLES OF ASSOCIATION FOR THE TIME
BEING OF THE COMPANY; AND AUTHOR ITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW
TO BE HELD
10. APPROVE THAT, PURPOSES OF CHAPTER 9 OF THE LISTING Management For
MANUAL OF THE SGX-ST, FOR T HE COMPANY, ITS SUBSIDIARIES
AND TARGET ASSOCIATED COMPANIES OR ANY OF THEM
TO ENTER INTO ANY OF THE TRANSACTIONS FALLING
WITHIN THE TYPES OF INTERESTED PER SON TRANSACTIONS,
PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON NORMAL
COMMERCIA L TERMS AND WILL NOT BE PREJUDICIAL
TO THE INTERESTS OF THE COMPANY AND ITS MI NORITY
SHAREHOLDERS AND IN ACCORDANCE WITH THE REVIEW
PROCEDURES AS SPECIFIED; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPA NY IS HELD OR IS REQUIRED BY LAW TO
BE HELD ; AUTHORIZE THE AUDIT COMMITTEE OF THE
COMPANY TO TAKE SUCH ACTION AS IT DEEMS PROPER
IN RESPECT OF SUCH PROCEDU RES AND/OR TO MODIFY
OR IMPLEMENT SUCH PROCEDURES AS MAY BE NECESSARY
TO TAKE INTO CONSIDERATION ANY AMENDMENT TO CHAPTER
9 OF THE LISTING MANUAL WHICH MAY BE PRESCRIBED
BY THE SGX-ST FROM TIME TO TIME; AND AUTHORIZE
THE DIRECTORS OF THE COMPANY TO COMPLETE AND
DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
E XPEDIENT OR NECESSARY OR IN THE INTEREST OF
THE COMPANY TO GIVE EFFECT TO THIS RESOLUTION
11. AUTHORIZE THE DIRECTORS OF THE COMPANY TO MAKE Management For
PURCHASES FROM TIME TO TIME OF UP TO 10% OF THE
ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY
AT ANY PRICE UP TO BUT NOT EXCEEDING THE MAXIMUM
PRICE; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY IS
OR IS REQUIRED BY LAW TO BE HELD
S.12 AMEND ARTICLES 144 AND 149 OF THE ARTICLES OF Management For
ASSOCIATION OF THE COMPANY AND A NEW ARTICLE
142B BE ADOPTED IN THE MANNER AS SPECIFIED
* TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
PEARSON PLC AGM Meeting Date: 04/29/2005
Issuer: G69651100 ISIN: GB0006776081
SEDOL: 0677608, 5684283
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For
OF THE DIRECTORS OF THE COMPAN Y DIRECTORS
AND AUDITORS OF THE COMPANY AUDITORS FOR YE
31 DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
AS RECOMMENDED BY THE DIRECTOR S
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT S ECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AG
M OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; AND THE DI RECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PU RSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For
CAPITAL OF THE COMPANY OF GB P 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For
BOARD , PURSUANT TO SECTION 9 5 OF THE ACT,
TO ALLOT EQUITY SECURITIES SECTION 94 OF THE
ACT FOR CASH PURS UANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED B Y RESOLUTION 10
PASSED AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89 (1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINAR Y SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
A UTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PU RSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For
OF THE COMPANY S ARTICLES, TO MAK E MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SH ARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARE S DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOU S 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END OF THE NEXT AGM O F THE
COMPANY OR 18 MONTHS ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRA CT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA AGM Meeting Date: 04/29/2005
Issuer: X6769Q104 ISIN: PTPTC0AM0009 BLOCKING
SEDOL: 4676203, 5466856, 5760365, 5817186, 5825985
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management
AND THE ACCOUNT FOR 2004
2. APPROVE THE BOARD OF DIRECTORS ORAL REPORT ON Management
THE COMPANY S ACTIVITIES IN THE PAST FY
3. RECEIVE AND ADOPT THE AUDITED ANNUAL REPORT 2004 Management
AND APPROVE THE REMUNERATION OF THE BOARD OF DIRECTORS
4. APPROVE TO DISTRIBUTE THE PROFIT ACCORDING TO Management
THE ADOPTED ANNUAL REPORT 2004
5. APPROVE THE ACQUISITION AND THE SALE OF THE COMPANY Management
S OWN SHARES, INCLUDING TH E ACQUISITION ASSOCIATED
WITH THE SHARE BUY-BACK PROGRAMME
6. AMEND THE NUMBERS 2, 3, 5 AND 6 OF ARTICLE 13 Management
OF THE COMPANY S ARTICLES OF ASS OCIATION, TO
COMPLY WITH CORPORATE GOVERNANCE REGULATIONS
7. APPROVE TO REDUCE THE SHARE CAPITAL, AND NOTABLY Management
ON THE REDUCTION OF UP TO EUR 116,648,505 FOR
THE PURPOSE OF RELEASING EXCESS CAPITAL IN CONNECTION
WITH TH E CONTINUATION OF THE SHARE BUYBACK PROGRAMME
INITIATED IN 2004 AND ALREADY PA RTIALLY COMPLETED,
BY CANCELLING UP TO 116,648,505 PT SHARES TO
BE ACQUIRED SU BSEQUENT TO THE EXECUTION OF THIS
RESOLUTION, IN ADDITION TO CORRESPONDING RES
OLUTIONS RELATING TO RESERVES, THE REDUCTION
OF OUTSTANDING CONVERTIBLE BONDS ISSUED BY THE
COMPANY AND AMEND THE ARTICLES OF ASSOCIATION
FURTHER TO THIS RE SOLUTION ARTICLE 4 OF THE
COMPANY S ARTICLES OF ASSOCIATION
8. APPROVE PURSUANT TO ARTICLE 8, NO. 4 OF THE ARTICLES Management
OF ASSOCIATION, ON THE AP PLICABLE PARAMETERS
IN THE CASE OF THE FUTURE ISSUANCE OF BONDS CONVERTIBLE
IN TO SHARES PURSUANT TO A RESOLUTION WHICH MAY
BE PASSED BY THE BOARD OF DIRECTO RS, IN ADDITION
TO THE BONDS CONVERTIBLE INTO SHARES ALREADY
ISSUED BY THE COM PANY
9. APPROVE THE WAIVER OF THE PRE-EMPTIVE RIGHTS Management
OF SHAREHOLDERS IN CONNECTION WIT H THE SUBSCRIPTION
OF ANY POSSIBLE ISSUANCE OF CONVERTIBLE BONDS
REFERRED TO R ESOLUTION 8 OF WHICH MAY BE REALIZED
PURSUANT TO A RESOLUTION OF THE BOARD OF DIRECTORS
10. APPROVE THE ISSUANCE OF BONDS AND ANY OTHER TYPES Management
OF SECURITIES, OF WHATEVER N ATURE, BY THE BOARD
OF DIRECTORS AND, NOTABLY, ON THE DETERMINATION
OF THE AMO UNT PURSUANT TO THE TERMS OF NO. 3
OF ARTICLE 8 AND SUB-PARAGRAPH E) OF NO. 1 OF
ARTICLE 15 OF THE ARTICLES OF ASSOCIATION
11. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management
AND OTHER TYPE OF OWN SECURITIES
* PLEASE NOTE THAT THE MEETING TO BE HELD ON 01 Non-Voting
APR 2005 HAS BEEN POSTPONED ACCO RDING TO STATE
SHAREHOLDERS PROPOSAL AND THAT THE SECOND CONVOCATION
WILL BE H ELD ON 29 APR 2005. PLEASE ALSO NOTE
THE NEW CUTOFF DATE IS 15 APR 2005. IF YO U HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YO U DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting
CHANGE IN THE RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
RENAULT SA AGM Meeting Date: 04/29/2005
Issuer: F77098105 ISIN: FR0000131906 BLOCKING
SEDOL: 4712798, 5763922, 7165452, B01DPY6, B043BD4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE MANAGEMENT REPORT FROM THE BOARD Management
OF DIRECTORS AND THE REPORT OF TH E STATUTORY
AUDITORS ON THE ACCOUNTS OF THE FYE ON 31 DEC
2004, APPROVE THE CO NSOLIDATED ACCOUNTS AS THEY
HAVE BEEN PRESENTED TO IT, DRAWN UP PURSUANT
TO AR TICLES L. 233-16 ET SEQUENCE OF THE COMMERCIAL
CODE, SHOWING NET PROFITS OF EU R 3,551,000,000
O.2 RECEIVE THE MANAGEMENT REPORT FROM THE BOARD Management
OF DIRECTORS AND THE REPORT OF TH E STATUTORY
AUDITORS ON THE ACCOUNTS OF THE FYE 31 DEC 2004,
APPROVE, AS SPECI FIED, THE ACCOUNTS FOR THIS
FY SHOWING PROFITS OF EUR 251,877,027.36; AND
ALSO THE OPERATIONS EVIDENCED BY THESE ACCOUNTS
OR SUMMARIZED AS SPECIFIED
O.3 APPROVE TO APPROPRIATE THE RESULTS OF THE FY Management
AS FOLLOWS: PROFITS FROM THE FY 2 51,877,027.36;
ALLOCATION TO THE STATUTORY RESERVES: NIL; REMAINDER
251,877,02 7.36; PREVIOUS CARRY FORWARD 6,365,889,800.58;
DISTRIBUTABLE PROFITS FOR THE F Y 6,617,766,827.94;
DIVIDENDS 512,886,812.40; NEW CARRY FORWARD:
6,104,880,015 .54; AND DISTRIBUTE A NET DIVIDEND
OF EUR 1.80 TO EACH OF THE SHARES IN THE CO MPANY
ENTITLED TO DIVIDENDS: EITHER PROVIDING ENTITLEMENT
TO A 50% TAX REDUCTI ON WHERE THE BENEFICIARIES
ARE NATURAL PERSONS LIABLE FOR INCOME TAX IN
FRANCE , IN ACCORDANCE WITH ARTICLE 138-3-2 OF
THE CODE GENERAL DES IMPOTS GENERAL T AX CODE
IN ITS NEW DRAFTING; OR NOT PROVIDING ENTITLEMENT
TO A TAX REDUCTION IN ALL OTHER CASES; THE DIVIDEND
SHALL BE PAYABLE ON 13 MAY 2005
O.4 RECEIVE THE REPORT OF THE STATUTORY AUDITORS Management
ON AGREEMENTS REFERRED TO IN ARTI CLE L. 225-38
OF THE COMMERCIAL CODE, AND DECIDING ON THE BASIS
OF THIS REPORT , APPROVE EACH OF THESE AGREEMENTS
REFERRED TO THEREIN OUNT OF MXN 250,000,000.00
o.5 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. DOMINIQUE Management
DE LA GARANDERIE AS A DI RECTOR, FOR A TERM OF
4 YEARS, I.E. UNTIL THE GENERAL MEETING DECIDING
ON THE ACCOUNTS OF THE FYE 31 DEC 2008
o.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ITARU Management
KOEDA AS A DIRECTOR, FOR A TE RM OF 4 YEARS,
I.E. UNTIL THE GENERAL MEETING DECIDING ON THE
ACCOUNTS OF THE FYE 31 DEC 2008
o.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LOUIS Management
SCHWEITZER AS A DIRECTOR, FOR A TERM OF 4 YEARS,
I.E. UNTIL THE GENERAL MEETING DECIDING ON THE
ACCOUNTS OF THE FYE 31 DEC 2008
o.8 GRANT FULL AND FINAL RELEASE OF MR. PIERRE ALANCHE, Management
WHOSE TERM OF OFFICE ENDED IN THE FYE 31 DEC
2004, FROM ANY LIABILITY TO WHICH HE MAY HAVE
BEEN SUBJECT IN THE PERFORMANCE OF HIS MANAGEMENT
DUTIES
o.9 RECEIVE THE REPORT OF THE STATUTORY AUDITORS Management
ON ELEMENTS USED FOR THE DETERMIN ATION OF THE
REMUNERATION OF EQUITY LOANS
o.10 RECEIVE THE REPORT FROM THE BOARD OF DIRECTORS, Management
AUTHORIZE THE BOARD OF DIRECTO RS, PURSUANT TO
THE PROVISIONS OF ARTICLE L. 225-209 OF THE COMMERCIAL
CODE, T O DEAL IN THE COMPANY S OWN SHARES UNDER
THE CONDITIONS AND WITHIN THE LIMITS SET FORTH
IN LAW AND REGULATIONS, AT THE MAXIMUM PURCHASE
PRICE OF EUR 85 PER SHARE AND MINIMUM SALE PRICE
OF EUR 60 PER SHARE AND MAXIMUM NUMBER OF SHARES
THAT MAY BE ACQUIRED 10% OF THE REGISTERED CAPITAL,
NOT EXCEEDING EUR 2,421,96 5435; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS
o.11 AUTHORIZE THE BOARD OF DIRECTORS, IN ACCORDANCE Management
WITH ARTICLE L.228-40 OF THE C OMMERCIAL CODE,
TO ISSUE, ON ONE OR MORE OCCASIONS, BOTH IN FRANCE
AND ABROAD, IN EUROS, IN FOREIGN CURRENCY, OR
IN MONETARY UNITS ESTABLISHED BY REFERENCE TO
SEVERAL CURRENCIES, BONDS UP TO A FACE VALUE
OF EUR 4 BILLION, OR ITS EQUIV ALENT IN FOREIGN
CURRENCIES, IN SUCH FORM AND AT SUCH TIMES, RATES
AND CONDITI ONS THAT IT SHALL DEEM FIT; AUTHORITY
EXPIRES AT THE GENERAL MEETING TO DECID E ON
THE ACCOUNTS FOR THE FY 2005
e.12 AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management
ARTICLE L.225-209 OF THE COMMERC IAL CODE, WITH
THE POSSIBILITY TO SUB-DELEGATE SUCH AUTHORIZATION:
TO CANCEL, ON ONE OR MORE OCCASIONS, ANY SHARES
ACQUIRED THROUGH THE IMPLEMENTATION OF TH E AUTHORIZATION
GRANTED IN THE 10 RESOLUTION SUBMITTED TO THIS
GENERAL MEETING , OR ANY RESOLUTION WHICH MAY
BE SUBSTITUTED FOR THE SAME, UP TO A LIMIT, WITH
IN ANY PERIOD OF 24 MONTHS, OF 10% OF THE TOTAL
NUMBER OF SHARES MAKING UP THE REGISTERED CAPITAL
AT THE TIME OF SUCH OPERATION, AND, CORRELATIVELY,
TO REDU CE THE REGISTERED CAPITAL BY APPLYING
THE AMOUNT OF THE DIFFERENCE BETWEEN THE REDEMPTION
VALUE OF THE SHARES AND THEIR PAR VALUE AGAINST
ANY ISSUE PREMIUM ITEM OR RESERVE ITEM IN THE
ACCOUNTS; AND TO AMEND THE ARTICLES OF ASSOCIATION
AS A CONSEQUENCE AND FULFILL ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
e.13 RECEIVE THE REPORT FROM THE BOARD OF DIRECTORS Management
AND THE SPECIAL REPORT FROM THE STATUTORY AUDITORS,
AND PURSUANT TO THE PROVISIONS OF ARTICLES L.
225-129 ET SEQUENCE OF THE COMMERCIAL CODE; AUTHORIZE
THE BOARD OF DIRECTORS TO PROCEED, ON ONE OR
MORE OCCASIONS, IN SUCH PROPORTIONS AND AT SUCH
TIMES AS IT MAY THIN K FIT, WHETHER IN FRANCE
OR ABROAD, WITH THE ISSUE OF SHARES OF THE COMPANY
AS WELL AS ANY SECURITIES OF ANY NATURE WHATSOEVER
PROVIDING ACCESS, WHETHER IMM EDIATELY AND/OR
AT A FUTURE DATE, TO SHARES IN THE COMPANY; THAT,
IN ADDITION THE PAR VALUE OF THE LOAN SECURITIES
LIABLE TO BE ISSUED PURSUANT TO THE DELEG ATION
MAY NOT BE GREATER THAN 3 BILLION EUROS, OR ITS
EQUIVALENT IN FOREIGN CU RRENCY; THAT THE SHAREHOLDERS
MAY EXERCISE THEIR PREFERENTIAL SUBSCRIPTION
RIG HTS FOR IRREDUCIBLE AMOUNTS UNDER SUCH CONDITIONS
AS PROVIDED BY LAW; IN ADDIT ION, THE BOARD OF
DIRECTORS SHALL HAVE THE POSSIBILITY OF GRANTING
SHAREHOLDER S THE RIGHT TO SUBSCRIBE, AS REDUCIBLE
AMOUNTS, TO A NUMBER OF SHARES WHICH IS GREATER
THAN THE NUMBER THEY MAY SUBSCRIBE TO AS IRREDUCIBLE
AMOUNTS, PROPORT IONALLY TO THEIR SUBSCRIPTION
RIGHTS AND, IN ANY EVENT, UP TO THE LIMIT OF
THE NUMBER THEY REQUEST; TO EXCLUDE THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION R IGHTS FOR SHARES
ISSUED BY THE CONVERSION OF BONDS OR BY THE EXERCISE
OF WARRA NTS; THAT THE SUM COLLECTED BY THE COMPANY
OR WHICH IS TO BE COLLECTED BY IT F OR EACH OF
THE SHARES ISSUED IN THE FRAMEWORK OF THE ABOVE
DELEGATION OF POWER S, SHALL BE AT LEAST EQUAL
TO THE PAR VALUE OF THE SHARES; THAT THE BOARD
OF D IRECTORS SHALL HAVE ALL POWERS, WITH THE
RIGHT TO SUB-DELEGATE UNDER THOSE CON DITIONS
LAID DOWN BY LAW, TO IMPLEMENT THIS DELEGATION
OF POWERS, IN ORDER IN PARTICULAR TO DETERMINE
THE DATES AND TERMS OF ISSUE AS WELL AS THE FORMS
AND CHARACTERISTICS OF THE SECURITIES TO BE CREATED,
FIX THE ISSUE PRICE AND CONDI TIONS, THE AMOUNTS
TO BE ISSUED, DETERMINE THE DATE OF POSSESSION
AND ENTITLEM ENT TO DIVIDENDS OF THE SECURITIES
TO BE ISSUED, WHICH MAY BE RETROACTIVE, THE METHOD
FOR PAYING UP THE SHARES OR OTHER SECURITIES
ISSUED, AND, WHERE APPLIC ABLE, LAY DOWN CONDITIONS
FOR THEIR BUY-BACK ON THE STOCK MARKET, THE POSSIBIL
ITY OF SUSPENSION OF THE EXERCISE OF RIGHTS TO
THE ALLOTMENT OF SHARES ATTACHE D TO SECURITIES
FOR A PERIOD WHICH SHALL NOT EXCEED 3 MONTHS,
FIX THE MECHANIS M FOR THE PRESERVATION OF RIGHTS
OF HOLDERS OF SECURITIES PROVIDING FUTURE ACC
ESS TO THE SHARE CAPITAL OF THE COMPANY, IN ACCORDANCE
WITH LAWS AND REGULATIO NS; IN ADDITION, THE
BOARD MAY PROCEED, WHERE NECESSARY, WITH ANY
AND ALL DEDU CTIONS FROM THE ISSUE PREMIUM INCLUDING
IN PARTICULAR FOR EXPENSES INCURRED FO R THE
COMPLETION OF THE ISSUE, AND SHALL GENERALLY
TAKE ALL NECESSARY STEPS AN D CONCLUDE ALL AGREEMENTS
IN ORDER TO COMPLETE SUCH ISSUES PROPERLY AND
OBSERV E THE CAPITAL INCREASES ARISING FROM ANY
ISSUE UNDERTAKEN THROUGH THE USE OF T HIS DELEGATION
OF POWERS AND PROCEED WITH THE CORRELATIVE AMENDMENT;
AUTHORIT Y EXPIRES AT THE GENERAL MEETING CALLED
TO DECIDE ON THE ACCOUNTS OF THE FY 20 06
e.14 AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management
THE PROVISIONS OF ARTICLES L. 22 5-129 ET SEQ.
OF THE COMMERCIAL CODE: TO PROCEED BY WAY OF
PUBLIC OFFERING, ON ONE OR MORE OCCASIONS, IN
SUCH PROPORTIONS AND AT SUCH TIMES AS IT MAY
THINK FIT, WHETHER IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES OF THE COMPANY AS W ELL AS
ANY SECURITIES OF ANY NATURE WHATSOEVER PROVIDING
ACCESS, WHETHER IMMED IATELY AND/OR AT A FUTURE
DATE, TO SHARES IN THE COMPANY, INCLUDING WHERE
SAID SECURITIES ARE ISSUED PURSUANT TO ARTICLE
L. 228-93 OF THE COMMERCIAL CODE; A ND APPROVE:
THAT THE AMOUNT OF CAPITAL INCREASES LIABLE TO
BE UNDERTAKEN IMMED IATELY AND/OR AT A FUTURE
DATE PURSUANT TO THE ABOVE DELEGATION OF POWERS
MAY NOT BE GREATER THAN 300 MILLION EUROS, TO
WHICH SUM SHALL BE ADDED, WHERE NECE SSARY, THE
PAR VALUE OF SUPPLEMENTARY SHARES TO BE ISSUED
IN ORDER TO PRESERVE , IN COMPLIANCE WITH THE
LAW, THE RIGHTS OF HOLDERS OF SECURITIES PROVIDING
EN TITLEMENT TO SHARES; THAT THE PAR VALUE OF
THE LOAN SECURITIES LIABLE TO BE IS SUED PURSUANT
TO THE ABOVE DELEGATION OF POWERS MAY NOT BE
GREATER THAN THREE BILLION EUROS, OR ITS EQUIVALENT
IN FOREIGN CURRENCY; TO EXCLUDE SHAREHOLDER
S PREFERENTIAL SUBSCRIPTION RIGHTS FOR THE SECURITIES
TO BE ISSUED; THAT IF S UBSCRIPTIONS BY SHAREHOLDERS
OR MEMBERS OF THE PUBLIC DO NOT ABSORB THE ENTIRE
ISSUE OF SHARES OR SECURITIES AS DEFINED, THE
BOARD OF DIRECTORS MAY USE ONE OR MORE OF THE
FOLLOWING POSSIBILITIES, IN SUCH ORDER AS IT
MAY THINK FIT: LIM IT THE ISSUE TO THE NUMBER
OF SUBSCRIPTIONS PROVIDED THAT THIS AMOUNTS TO
AT L EAST THREE QUARTERS OF THE PLANNED AMOUNT
OF THE ISSUE; FREELY ALLOT ALL OR PA RT OF THE
UNSUBSCRIBED SECURITIES; OFFER ALL OR PART OF
THE UNSUBSCRIBED SECUR ITIES TO THE GENERAL PUBLIC;
THAT WHERE THE BOARD OF DIRECTORS OBSERVES SURPLU
S DEMAND, THE NUMBER OF SECURITIES TO BE ISSUED
MAY BE INCREASED WITHIN 30 DAY S OF THE CLOSE
OF THE SUBSCRIPTION PERIOD, UNDER THOSE CONDITIONS
PROVIDED IN ARTICLE L. 225-135-1 OF THE COMMERCIAL
CODE, UP TO A LIMIT OF 15% OF THE INITI AL ISSUE
AND AT THE SAME PRICE AS ADOPTED FOR THE INITIAL
ISSUE; EXCLUDE SHARE HOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS FOR SHARES ISSUED BY THE CONVERSION OF
BONDS OR BY THE EXERCISE OF WARRANTS; THAT THE
ISSUE PRICE OF THE SHARES SH ALL BE AT LEAST
EQUAL TO THE WEIGHTED AVERAGE STOCK MARKET PRICE
OVER THE LAST 3 STOCK MARKET SESSIONS PRECEDING
THE FIXING OF THE PRICE, WITH THE POSSIBLE APPLICATION
OF A DISCOUNT OF UP TO 5%; THAT THE BOARD OF
DIRECTORS SHALL HAVE ALL POWERS, WITH THE RIGHT
TO SUB-DELEGATE UNDER SUCH CONDITIONS AS LAID
DOWN BY LAW, TO IMPLEMENT THIS DELEGATION OF
POWERS, IN ORDER IN PARTICULAR TO DETE RMINE
THE DATES AND TERMS OF ISSUE AS WELL AS THE FORMS
AND CHARACTERISTICS OF THE SECURITIES TO BE CREATED,
TO FIX THE ISSUE PRICE AND CONDITIONS, TO FIX
T HE AMOUNTS TO BE ISSUED, DETERMINE THE DATE
OF POSSESSION AND ENTITLEMENT TO D IVIDENDS OF
THE SECURITIES TO BE ISSUED, WHICH MAY BE RETROACTIVE,
THE METHOD FOR PAYING UP THE SHARES OR OTHER
SECURITIES ISSUED, AND, WHERE APPLICABLE, LA
Y DOWN CONDITIONS FOR THEIR BUY-BACK ON THE STOCK
MARKET, THE POSSIBILITY OF S USPENSION OF THE
EXERCISE OF RIGHTS TO THE ALLOTMENT OF SHARES
ATTACHED TO SEC URITIES FOR A PERIOD WHICH SHALL
NOT EXCEED 3 MONTHS, FIX THE MECHANISM FOR TH
E PRESERVATION OF RIGHTS OF HOLDERS OF SECURITIES
PROVIDING FUTURE ACCESS TO T HE SHARE CAPITAL
OF THE COMPANY, IN ACCORDANCE WITH LAWS AND REGULATIONS;
IN A DDITION, THE BOARD MAY PROCEED, WHERE NECESSARY,
WITH ANY AND ALL DEDUCTIONS F ROM THE ISSUE PREMIUM
S INCLUDING IN PARTICULAR FOR EXPENSES INCURRED
FOR THE COMPLETION OF THE ISSUES, AND SHALL GENERALLY
TAKE ALL NECESSARY STEPS AND CO NCLUDE ALL AGREEMENTS
IN ORDER TO COMPLETE SUCH ISSUES PROPERLY AND
OBSERVE TH E CAPITAL INCREASES ARISING FROM ANY
ISSUE UNDERTAKEN THROUGH THE USE OF THIS DELEGATION
OF POWERS AND PROCEED WITH THE CORRELATIVE AMENDMENT
OF THE ARTICLE S OF ASSOCIATION; IN THE EVENT
OF AN ISSUE OF LOAN SECURITIES, THE BOARD OF
DI RECTORS SHALL HAVE ALL POWERS, WITH THE POSSIBILITY
OF SUB-DELEGATING UNDER TH OSE CONDITIONS LAID
DOWN BY LAW, IN ORDER TO DECIDE, IN PARTICULAR,
ON WHETHER SAID SECURITIES SHALL BE SUBORDINATED
OR NOT, ON THEIR INTEREST RATE, THEIR T ERM,
THE FIXED OR VARIABLE REDEMPTION PRICE WITH OR
WITHOUT A PREMIUM, THE DET AILS OF AMORTIZATION
DEPENDING ON MARKET CONDITIONS AND THE CONDITIONS
UNDER W HICH SAID SECURITIES SHALL PROVIDE ENTITLEMENT
TO SHARES IN THE COMPANY; AUTH ORITY EXPIRES
AT THE GENERAL MEETING CALLED TO DECIDE ON THE
ACCOUNTS FOR THE FY 2006
e.15 AUTHORIZE THE BOARD OF DIRECTORS: TO INCREASE Management
THE CAPITAL OF THE COMPANY BY A MAXIMUM PAR VALUE
OF 300 MILLION EUROS, BY THE SUCCESSIVE OR SIMULTANEOUS
ISSU E, ON ONE OR MORE OCCASIONS, OF NEW SHARES
IN THE COMPANY IN ORDER TO REMUNERA TE SECURITIES
CONTRIBUTED IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLE L.225-1 48 OF THE COMMERCIAL CODE
IN A PUBLIC EXCHANGE OFFERING CONCERNING THE
SHARES OF A COMPANY ACCEPTED FOR TRADING ON A
REGULATED MARKET OR OFFICIALLY LISTED I N A STATE
WHICH IS A SIGNATORY TO THE AGREEMENT ON THE
EUROPEAN ECONOMIC AREA OTHER THAN FRANCE OR A
MEMBER STATE OF THE ORGANIZATION FOR ECONOMIC
CO-OPERAT ION AND DEVELOPMENT; THE PAR VALUE
FOR LOAN SECURITIES ISSUED, IF ANY, PURSUAN T
TO THIS AUTHORIZATION MAY NOT EXCEED 300 BILLION
EUROS; THE BOARD OF DIRECTO RS SHALL HAVE ALL
POWERS, WITH THE RIGHT TO SUB-DELEGATE UNDER
SUCH CONDITIONS AS LAID DOWN BY LAW, DECIDING
ON A REPORT BY THE STATUTORY AUDITOR OR STATUTO
RY AUDITORS, TO IMPLEMENT THIS DELEGATION OF
POWERS, IN ORDER IN PARTICULAR TO : FIX THE PARITY
OF EXCHANGE AS WELL AS THE AMOUNT OF THE CASH
BALANCE TO BE P AID, IF ANY, OBSERVE THE NUMBER
OF SHARES TO BE ISSUED, DETERMINE THE DATES AN
D ISSUE CONDITIONS, INCLUDING IN PARTICULAR THE
PRICE AND DATE OF ENTITLEMENT TO DIVIDENDS, OF
THE NEW SHARES OR OF THE SECURITIES PROVIDING
ACCESS IMMEDIAT ELY AND/OR AT A FUTURE DATE TO
AN AMOUNT OF THE SHARE CAPITAL OF THE COMPANY,
RECORD, AMONG THE LIABILITIES ON THE COMPANY
S BALANCE SHEET IN A CONTRIBUTIO N ISSUE PREMIUM
ACCOUNT, TO WHICH ALL SHAREHOLDERS SHALL BE
ENTITLED, THE DIF FERENCE BETWEEN THE ISSUE PRICE
OF THE NEW SHARES AND THEIR PAR VALUE, INCREAS
E S ARISING THERE FROM AND PROCEED WITH THE
CORRELATIVE AMENDMENT OF THE ARTI CLES OF ASSOCIATION;
AUTHORITY EXPIRES AT THE GENERAL MEETING CALLED
TO DECID E ON THE ACCOUNTS FOR THE FY 2006
e.16 APPROVE, AS A CONSEQUENCE OF THE ADOPTION OF Management
THE RESOLUTIONS 13, 14 AND 15, TO FIX THE MAXIMUM
PAR VALUE OF LOAN SECURITIES LIABLE TO BE ISSUED
PURSUANT TO THE AUTHORIZATION GRANTED BY THE
AFOREMENTIONED RESOLUTIONS AT THE SUM OF 3 BI
LLION EUROS, OR ITS EQUIVALENT IN FOREIGN CURRENCY;
AND, FIX THE MAXIMUM PAR VALUE OF CAPITAL INCREASES,
WHETHER IMMEDIATE AND/OR AT A FUTURE DATE, LIABLE
TO BE UNDERTAKEN PURSUANT TO THE AUTHORIZATIONS
GRANTED BY THE AFOREMENTIONED RESOLUTIONS, AT
THE SUM OF 500 MILLION EUROS, THE EUROS, IT BEING
SPECIFIED T HAT TO THIS PAR VALUE SHALL BE ADDED,
WHERE NECESSARY, THE PAR VALUE OF SUPPLE MENTARY
SHARES TO BE ISSUED IN ORDER TO PRESERVE, IN
ACCORDANCE WITH THE LAW, THE RIGHTS OF HOLDERS
OF SECURITIES PROVIDING ENTITLEMENT TO SHARES
e.17 AUTHORIZE THE BOARD OF DIRECTORS, UNDER THE QUORUM Management
AND MAJORITY CONDITIONS REQ UIRED FOR OGM, IN
ORDER TO INCREASE THE SHARE CAPITAL, ON ONE OR
MORE OCCASION S, BY AN AMOUNT OF UP TO A MAXIMUM
PAR VALUE OF ONE BILLION EUROS, BY SUCCESSI VE
OR SIMULTANEOUS INCORPORATION INTO THE CAPITAL
OF ALL OR PART OF THE RESERV ES, PROFITS OR SHARE
ISSUE PREMIUMS, CONTRIBUTION ISSUE PREMIUMS OR
MERGER ISS UE PREMIUMS, TO BE UNDERTAKEN BY THE
CREATION AND GRATUITOUS ALLOTMENT OF SHAR ES
OR BY THE INCREASE OF THE PAR VALUE OF SHARES
OR BY THE JOINT USE OF BOTH O F THESE PROCESSES;
AND AUTHORIZE THE BOARD OF DIRECTORS, WITH THE
RIGHT TO SUB -DELEGATE UNDER THOSE CONDITIONS
LAID DOWN BY LAW, IN ORDER IN PARTICULAR TO D
ETERMINE THE DATES AND MECHANISM OF ISSUE, FIX
THE ISSUE PRICE AND CONDITIONS, FIX THE AMOUNTS
TO BE ISSUED AND, MORE GENERALLY, TAKE ALL STEPS
IN ORDER TO ENSURE THE PROPER COMPLETION OF THE
SAME, ACCOMPLISH ALL ACTS AND FORMALITIES IN
ORDER TO MAKE THE CORRESPONDING CAPITAL INCREASE
S DEFINITIVE AND MAKE THE CORRELATIVE AMENDMENTS
TO THE ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES
AT THE GENERAL MEETING CALLED TO DECIDE ON THE
ACCOUNTS FOR THE FY 2006
e.18 APPROVE, IN THE FRAMEWORK OF ARTICLES L. 443-1 Management
ET SEQ. OF THE EMPLOYMENT CODE AND ARTICLE L.
225-138-1 OF THE COMMERCIAL CODE, TO TERMINATE,
AS OF THIS GENE RAL MEETING, THE AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS BY THE MIXED
GENERAL MEETING OF 29 APR 2003, IN THE FRAMEWORK
OF THE RESOLUTION 27; AUTHORI ZE THE BOARD OF
DIRECTORS IN ORDER TO PROCEED WITH A CAPITAL
INCREASE WITHIN A LIMIT OF 4% OF THE SHARE CAPITAL,
ON ONE OR MORE OCCASIONS, BY ITS SIMPLE DEC ISION
ALONE, THROUGH THE ISSUE OF SHARES OR OTHER SECURITIES
PROVIDING ENTITLE MENT TO THE SHARE CAPITAL OF
THE COMPANY AND RESERVED TO MEMBERS OF (I) AN
ENT ERPRISE-LEVEL COMPANY SAVINGS SCHEME, OR
(II) A GROUP-LEVEL COMPANY SAVINGS SC HEME, OR
(III) A VOLUNTARY PARTNERED GROUP- OR ENTERPRISE-LEVEL
COMPANY SAVING S SCHEME; EMPLOYEES OR CORPORATE
OFFICERS OF THE COMPANY OR OF A FRENCH OR FOR
EIGN COMPANY IN THE GROUP AND WHICH IS TIED TO
THE GROUP WITHIN THE MEANING OF ARTICLE L. 225-180
OF THE COMMERCIAL CODE AND ARTICLE L. 444-3 OF
THE EMPLOYM ENT CODE, AND WHICH IS MAJORITY-HELD
EITHER DIRECTLY OR INDIRECTLY BY THE COMP ANY;
APPROVE TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION
RIGHTS OF SHAREHOLDERS, IN FAVOR OF SAID BENEFICIARIES;
THAT THE BOARD OF DIRECTORS MAY PROVIDE FOR TH
E GRATUITOUS ATTRIBUTION OF SHARES OR OTHER SECURITIES
GRANTING ACCESS TO THE SHARE CAPITAL OF THE COMPANY,
IT BEING UNDERSTOOD THAT THE TOTAL ADVANTAGE
ARI SING FROM SUCH ATTRIBUTION AND, WHERE APPLICABLE,
FROM THE COMPANY S COMPLEMEN TARY CONTRIBUTION
AND DISCOUNT ON THE SUBSCRIPTION PRICE, MAY NOT
EXCEED THE S TATUTORY OR REGULATORY LIMITS; THAT
THE SUBSCRIPTION PRICE FOR NEW SHARES MAY NEITHER
BE HIGHER THAN THE AVERAGE OF THE OPENING PRICE
QUOTED IN THE LAST 20 STOCK-MARKET SESSIONS PRECEDING
THE DATE OF THE MEETING OF THE BOARD OF DIRECT
ORS FIXING THE DATES OF BEGINNING OF SUBSCRIPTIONS,
NOR LESS THAN 20% OF SAID AVERAGE OR 30%, RESPECTIVELY,
FOR THE CASE OF A SAVINGS SCHEME OR VOLUNTARY
PA RTNERED EMPLOYEES SAVINGS SCHEME; THE CHARACTERISTICS
OF THE ISSUES OF OTHER SECURITIES PROVIDING ENTITLEMENT
TO THE SHARE CAPITAL OF THE COMPANY SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS UNDER SUCH
CONDITIONS AS LAID DOWN BY REG ULATIONS; AUTHORIZE
THE BOARD OF DIRECTORS IN ORDER TO IMPLEMENT
THIS DELEGATI ON OF POWERS, INCLUDING IN PARTICULAR
TO: DECIDE ON AND FIX THE TERMS OF THE I SSUE
AND ATTRIBUTION OF GRATUITOUS SHARES OR OTHER
SECURITIES PROVIDING ENTITL EMENT TO THE SHARE
CAPITAL, PURSUANT TO THE AUTHORIZATION GRANTED;
DECIDE ON T HE AMOUNT TO ISSUE, THE ISSUE PRICE,
THE TERMS OF EACH ISSUE; DETERMINE THE DA TES
FOR BEGINNING AND END OF THE SUBSCRIPTION PERIOD;
FIX, WITHIN STATUTORY LI MITS, THE PERIOD GRANTED
TO SUBSCRIBERS IN ORDER TO PAY UP SHARES AND,
WHERE A PPLICABLE, OTHER SECURITIES PROVIDING
ENTITLEMENT TO THE SHARE CAPITAL OF THE COMPANY;
DETERMINE THE DATE, WHICH MAY BE RETROACTIVE,
FOR POSSESSION AND ENTI TLEMENT TO DIVIDENDS
FOR THE NEW SHARES AND, AS APPLICABLE, THE OTHER
SECURITI ES PROVIDING ENTITLEMENT TO THE SHARE
CAPITAL OF THE COMPANY; DETERMINE THE TE RMS
AND CONDITIONS OF OPERATIONS TO BE UNDERTAKEN
PURSUANT TO THIS AUTHORIZATI ON AND REQUEST THE
LISTING OF THE CREATED SECURITIES ON THE STOCK
MARKET WHERE VER IT MAY DECIDE; THE BOARD OF
DIRECTORS SHALL ALSO HAVE ALL POWERS, WITH THE
RIGHT TO SUBDELEGATE SUCH POWERS, IN ORDER TO
OBSERVE FORMALLY THE CAPITAL IN CREASES UP TO
THE AMOUNT OF THE SHARES ACTUALLY SUBSCRIBED
TO, PROCEED WITH TH E CORRELATIVE AMENDMENT OF
THE ARTICLES OF ASSOCIATION, ACCOMPLISH ALL OPERATI
ONS AND FORMALITIES EITHER DIRECTLY OR THOUGH
AN AGENT AS ARE CONNECTED TO THE CAPITAL INCREASES
BY ITS SIMPLE DECISION, AND, WHERE IT DEEMS IT
FITTING, DED UCT THE COSTS OF THE CAPITAL INCREASES
FROM THE SHARE ISSUE PREMIUMS PERTAININ G THERETO
AND DEDUCT THE NECESSARY SUMS FROM SAID AMOUNT
IN ORDER TO INCREASE THE STATUTORY RESERVE TO
1/10TH OF THE NEW SHARE CAPITAL AFTER EACH CAPITAL
IN CREASE AND PROCEED WITH ALL FORMALITIES AND
DECLARATIONS WITH ALL BODIES AND D O ALL THAT
IS OTHERWISE NECESSARY; AUTHORITY EXPIRES AT
THE GENERAL MEETING W HICH IS CALLED TO DECIDE
ON THE ACCOUNTS FOR THE FY 2006
e.19 AMEND THE PARAGRAPH 4 OF ARTICLE 9 OF THE ARTICLES Management
OF ASSOCIATION PURSUANT TO THE PROVISIONS OF
ORDINANCE NO. 2004-604 OF 24 JUN 2004, AND TO
INCREASE THE S HAREHOLDING THRESHOLD FIXED IN
THE ARTICLES OF ASSOCIATION BY INCREASING IT
TO 2%, AS SPECIFIED
O.20 GRANT ALL POWERS ON THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO PROCEED WITH ALL NECESSARY FILING AND PUBLICATIONS
FORMALI TIES AS PROVIDED FOR 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 REPRESE NTATIVE TO OBTAIN
THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS.
TH E FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL F ORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERE D INTERMEDIARIES,
ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERM EDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A T RADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOU NT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODI AN ADVISES ADP
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROC ESS, 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 CU STODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACT IONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THE MEETING HELD ON 18 APR 2005 Non-Voting
HAS BEEN POSTPONED AND THAT T HE SECOND CONVOCATION
WILL BE HELD ON 29 APR 2005. PLEASE ALSO NOTE
THE NEW CU TOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROX Y
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN THE MEETING DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS Y OU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
RIO TINTO LTD AGM Meeting Date: 04/29/2005
Issuer: Q81437107 ISIN: AU000000RIO1
SEDOL: 5782068, 6220103, 6227513
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
S.1 AUTHORIZE THE COMPANY, SUBJECT TO THE CONSENT Management For
IN WRITING OF THE HOLDER OF THE SPECIAL VOTING
SHARE, TO BUY-BACKS BY THE COMPANY OF FULLY PAID
ORDINARY SHARE S IN THE COMPANY ORDINARY SHARES
IN THE 12 MONTH PERIOD FOLLOWING THIS APPRO
VAL: A) UNDER ONE OR MORE OFF-MARKET BUY-BACK
TENDER SCHEMES IN ACCORDANCE WIT H THE TERMS
AS SPECIFIED, BUT ONLY TO THE EXTENT THAT THE
NUMBER OF ORDINARY S HARES BOUGHT BACK UNDER
THE BUY-BACK TENDERS, TOGETHER WITH THE NUMBER
OF ORDI NARY SHARES BOUGHT BACK ON-MARKET BY
THE COMPANY, DOES NOT EXCEED IN THAT IN T HE12
MONTH PERIOD 10% OF THE MINIMUM NUMBER OF ORDINARY
SHARES ON ISSUE EXCLUD ING FROM THE CALCULATION
OF THAT MINIMUM NUMBER FOR ALL PURPOSES THOSE
ORDINAR Y SHARES HELD BY OR ON BEHALF OF THA
OR ANY OTHER SUBSIDIARY OF RIO TINTO PLC DURING
SUCH PERIOD; AND B) FOLLOWING ANY BUY-BACK TENDER,
FROM THA UPON THE TE RMS AND SUBJECT TO THE CONDITIONS
SET OUT IN THE DRAFT BUY-BACK AGREEMENT BETW
EEN THE COMPANY AND THA ENTITLED THA MATCHING
BUY-BACK AGREEMENT
S.2 AMEND, SUBJECT TO THE CONSENT IN WRITING OF THE Management For
HOLDER OF THE SPECIAL VOTING S HARE AND SUBJECT
TO THE PASSING OF RESOLUTION 3, ARTICLE 33(A)(III)
OF RIO TIN TO PLC S ARTICLES OF ASSOCIATION AND
RULE 7(A)(III) OF THE COMPANY S CONSTITUT ION
S.3 AMEND, SUBJECT TO THE CONSENT IN WRITING OR THE Management For
HOLDER OF THE SPECIAL VOTING S HARE AND SUBJECT
TO THE PASSING OF RESOLUTION 2, CLAUSE 5.1 .2
(B) OF THE DLC MERGER SHARING AGREEMENT DATED
21 DEC 1995 THE SHARING AGREEMENT BETWEEN RIO
TINTO PLC AND THE COMPANY
S.4 APPROVE: A) THE BUY-BACKS BY THE COMPANY FROM Management For
THA OF ORDINARY SHARES UPON THE TERMS AND SUBJECT.
TO THE CONDITIONS SET OUT IN THE DRAFT BUY-BACK
AGREEMENT B ETWEEN THE COMPANY AND THA ENTITLED
2005 RTL-THA AGREEMENT ; AND B) ON MAR KET
BUY-BACKS BY THE COMPANY OF ORDINARY SHARES:
I) BUT ONLY TO THE EXTENT THA T THE NUMBER OF
ORDINARY SHARES BOUGHT BACK ON MARKET BY THE
COMPANY PURSUANT TO THE APPROVAL UNDER POINT
(B) TOGETHER WITH THE NUMBER OF ORDINARY SHARES
BO UGHT BACK UNDER THE BUY-BACK TENDERS, DOES
NOT EXCEED IN ANY 12 MONTH PERIOD 1 0 % OF THE
MINIMUM NUMBER OF ORDINARY SHARES ON ISSUE EXCLUDING
FROM THE CALC ULATION OF THAT MINIMUM NUMBER
FOR ALL PURPOSES THOSE ORDINARY SHARES HELD BY
OR ON BEHALF OF THA OR ANY OTHER SUBSIDIARY OF
RIO TINTO PLC DURING SUCH PERI OD: AND II) AT
A PRICE PER ORDINARY SHARE OF NOT MORE THAN 5%
ABOVE THE AVERAG E MARKET PRICE OF THE ORDINARY
SHARES CALCULATED OVER THE LAST FIVE DAYS ON
WH ICH SALES OF ORDINARY SHARES WERE RECORDED
ON THE AUSTRALIAN STOCK EXCHANGE BE FORE THE
DAY ON WHICH THE ORDINARY SHARES ARE BOUGHT BACK
5. ELECT MR. RICHARD GOODMANSON AS A DIRECTOR Management For
6. ELECT MR. ASHTON CALVERT AS A DIRECTOR Management For
7. ELECT MR. VIVIENNE COX AS A DIRECTOR Management For
8. RE-ELECT MR. PAUL SKINNER AS A DIRECTOR Management For
9. APPROVE THE REMUNERATION REPORT AS SPECIFIED Management For
IN THE 2004 ANNUAL REVIEW AND THE 2004 ANNUAL
REPORT AND THE FINANCIAL STATEMENTS
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF RIO TINTO PLC UNTIL T HE CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
RIO TINTO PLC AND AUTHORIZE THE AUDIT COMMITTEE
TO DETERMINE THE AUDITORS REMUNERATION
11. RECEIVE THE COMPANY S FINANCIAL STATEMENTS; THE Management For
REPORT OF THE DIRECTORS AND TH E REPORT OF THE
AUDITORS FOR THE YE 31 DEC 2004
- -----------------------------------------------------------------------------------------------------------------------------
RIUNIONE ADRIATICA DI SICURTA RAS SPA, MILANO MIX Meeting Date: 04/29/2005
Issuer: T79470109 ISIN: IT0000062825 BLOCKING
SEDOL: 4718246, 4741833
- -----------------------------------------------------------------------------------------------------------------------------
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
02 MAY 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CAL LS 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.
O.1 APPROVE THE BALANCES SHEET REPORTS AS OF 31 DEC Management
2004; THE BOARD OF DIRECTORS REPORTS ON THE MANAGEMENT
ACTIVITY AND THE INTERNAL AUDITORS REPORT; RESOLUTIO
NS RELATED THERETO
O.2 APPROVE TO REINSTATE THE BOARD OF DIRECTORS AFTER Management
STATING THE DIRECTORS NUMBE R AND THEIR EMOLUMENT
; RESOLUTIONS RELATED THERETO
O.3 GRANT AUTHORITY TO BUY OWN SHARES AND DISPOSE Management
OF THEM AS PER ARTICLE 2357 AND FOLLOWING IF
ITALIAN CIVIL CODE AND ARTICLE 132 OF LEGISLATIVE
DECREE NO. 58/9 8; RESOLUTIONS RELATED THERETO
E.1 AMEND ARTICLE 7, 31 AND 32 OF THE BY-LAW; RESOLUTIONS Management
RELATED THERETO
E.2 APPROVE TO EMPOWER THE BOARD OF DIRECTORS FOR Management
A STOCK CAPITAL INCREASE AND THE BONDS ISSUE
AS PER ARTICLE 2443 AND 2420 TER ITALIAN CIVIL
CODE
- -----------------------------------------------------------------------------------------------------------------------------
SERCO GROUP PLC AGM Meeting Date: 04/29/2005
Issuer: G80400107 ISIN: GB0007973794
SEDOL: 0797379, 5457593
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ANNUL REVIEW AND ACCOUNTS Management For
AND REPORTS OF THE DIRECTORS A ND THE AUDITORS
OF THE COMPANY FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2004 AS SPECIFIED
3. DECLARE A FINAL DIVIDEND OF 1.82P PER ORDINARY Management For
SHARE FOR THE YE 31 DEC 2004
4. RE-ELECT MR. CHRISTOPHER HYMAN AS AN EXECUTIVE Management For
DIRECTOR
5. RE-ELECT MR. ANDREW JENNER AS AN EXECUTIVE DIRECTOR Management For
6. RE-ELECT MR. DEANNE JULIUS AS A NON-EXECUTIVE Management For
DIRECTOR
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE COMPANY Management For
S AUDITORS
8. AUTHORIZE THE AUDIT COMMITTEE TO FIX THE AUDITOR Management For
S REMUNERATION
9. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
UP TO A MAXIMUM NOMINAL A MOUNT OF GBP 3,057,883,
SUBJECT TO AND IN ACCORDANCE WITH ARTICLE 6 OF
THE COM PANY S ARTICLES OF ASSOCIATION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSI ON OF THE
NEXT AGM OF THE COMPANY OR 29 JUL 2006
10. AUTHORIZE THE COMPANY TO INCUR EU POLITICAL EXPENDITURE, Management For
AS DEFINED IN SECTION 347A OF THE COMPANIES ACT
1985, UP TO AN AMOUNT NOT EXCEEDING GBP 50,000;
AU THORITY EXPIRES EARLIER ON 29 JUL 2006 OR
AT THE CONCLUSION OF THE COMPANY S A GM IN 2006
11. AUTHORIZE SERCO LIMITED, BEING A WHOLLY-OWNED Management For
SUBSIDIARY OF THE COMPANY, TO IN CUR EU POLITICAL
EXPENDITURE, SPECIFIED IN SECTION 347A OF THE
COMPANIES ACT 1 985, UP TO AN AMOUNT NOT EXCEEDING
GBP 50,000; AUTHORITY EXPIRES EARLIER ON 2 9
JUL 2006 OR AT THE CONCLUSION OF COMPANY S AGM
IN 2006
12. AUTHORIZE ITNET UK LIMITED, BEING A SUBSIDIARY Management For
OF THE COMPANY, TO INCUR EU POL ITICAL EXPENDITURE,
SPECIFIED IN SECTION 347A OF THE COMPANIES ACT
1985, UP TO AN AMOUNT NOT EXCEEDING GBP 30,000;
AUTHORITY EARLIER ON 29 JUL 2006 OR AT T HE
CONCLUSION OF THE COMPANY S AGM IN 2006
13. AUTHORIZE THE FRENCH THORNTON PARTNERSHIP LIMITED, Management For
BEING A SUBSIDIARY OF THE C OMPANY, TO INCUR
EU POLITICAL EXPENDITURE, SPECIFIED IN SECTION
347A OF THE CO MPANIES ACT 1985, UP TO AN AMOUNT
NOT EXCEEDING GBP 30,000; AUTHORITY EXPIRES
EARLIER ON 29 JUL 2006 OR AT THE COMPANY S AGM
IN 2006
S.14 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985 AND IN ACCORDANCE
WITH ARTICLE 7 OF THE COMPANY S ARTICLES OF ASSOCIATION,
TO ALLO T EQUITY SECURITIES FOR CASH PROVIDED
THAT THE ALLOTMENT OF EQUITY SECURITIES SHALL
BE LIMITED TO HAVING A NOMINAL AMOUNT NOT EXCEEDING
IN AGGREGATE GBP 463 ,315; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR O N 29 JUL 2006
S.15 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES A CT 1985 OF UP
TO 46,331,570 ORDINARY SHARES OF 2 PENCE EACH
IN ACCORDANCE WIT H ARTICLE 11 OF THE COMPANY
S ARTICLES OF ASSOCIATION, AT A MINIMUM PRICE
OF 2 PENCE AND UP TO 5% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DE RIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AG M OF THE COMPANY OR 18 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CON TRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PART LY AFTER SUCH EXPIRY
16. AMEND THE RULES OF THE SERCO GROUP PLC 1998 EXECUTIVE Management For
OPTION PLAN THE AMENDM ENTS AS SPECIFIED;
AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND THINGS
NECESSA RY TO CARRY THE AMENDMENTS INTO EFFECT
INCLUDING OBTAINING INLAND REVENUE APPR OVAL
TO THE AMENDMENTS
17. AUTHORIZE THE DIRECTORS TO ADOPT THE NEW SERCO Management For
GROUP PLC 2005 SAVINGS-RELATED SHARE OPTION SCHEME
THE SAYE SCHEME AS SPECIFIED, AND TO DO ALL
THINGS THA T MAY BE CONSIDERED NECESSARY OR EXPEDIENT
TO IMPLEMENT OR GIVE EFFECT TO THE SAME INCLUDING
MAKING ANY AMENDMENTS THAT MAY BE REQUIRED FOR
THE PURPOSE OF O BTAINING THE APPROVAL OF THE
INLAND REVENUE TO THE SAYE SCHEME UNDER THE PROVI
SIONS OF PART 6, CHAPTER 7 AND SCHEDULE 3 TO
THE INCOME TAX EARNINGS AND PENS IONS ACT 2003
AND AUTHORIZE THE DIRECTORS TO ADOPT FURTHER
SCHEMES BASED ON T HE SAYE SCHEME BUT MODIFIED
TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL
OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED
THAT SUCH FURTHER SCHEMES SH ALL COUNT AGAINST
ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION
UNDER THE SAYE SCHEME
18. AUTHORIZE THE DIRECTORS TO ADOPT THE NEW SERCO Management For
GROUP 2005 - EXECUTIVE OPTION P LAN THE NEW
OPTION PLAN AS SPECIFIED AND TO DO ALL THINGS
THAT MAY BE CONS IDERED NECESSARY OR EXPEDIENT
TO IMPLEMENT OR GIVE EFFECT TO THE SAME, INCLUDI
NG MAKING ANY AMENDMENTS THAT MAY BE REQUIRED
FOR THE PURPOSE OF OBTAINING INL AND REVENUE
APPROVAL TO THE NEW OPTION PLAN UNDER SCHEDULE
4 TO THE INCOME TAX EARNINGS AND PENSIONS ACT
2003 AND AUTHORIZE THE DIRECTORS TO ADOPT FURTHER
SCHEMES BASED ON THE NEW OPTION PLAN BUT MODIFIED
TO TAKE ACCOUNT OF LOCAL TA X, EXCHANGE CONTROL
OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED
THAT SUCH FURTHER SCHEMES SHALL COUNT AGAINST
ANY LIMITS ON INDIVIDUAL OR OVERALL P ARTICIPATION
UNDER THE NEW OPTION PLAN
19. AUTHORIZE THE DIRECTORS TO ADOPT THE NEW SERCO Management For
GROUP 2005 LONG TERM INCENTIVE SCHEME THE NEW
LTIS AS SPECIFIED AND TO DO ALL THINGS THAT
MAY BE CONSIDER ED NECESSARY OR EXPEDIENT TO
IMPLEMENT OR GIVE EFFECT TO THE SAME AND AUTHORIZ
E THE DIRECTORS TO ADOPT FURTHER SCHEMES BASED
ON THE NEW LTIS BUT MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES
LAWS IN OVERSEAS TE RRITORIES, PROVIDED THAT
SUCH FURTHER SCHEMES SHALL COUNT AGAINST ANY
LIMITS O N INDIVIDUAL OR OVERALL PARTICIPATION
UNDER THE NEW LTIS
- -----------------------------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM AGM Meeting Date: 04/29/2005
Issuer: N9202Y107 ISIN: NL0000390854 BLOCKING
SEDOL: 5205361, 5869585, B02P0N5
- -----------------------------------------------------------------------------------------------------------------------------
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. OPENING Non-Voting
2. APPROVE THE ANNUAL REPORT AND THE ACCOUNT Non-Voting
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Non-Voting
THE SUPERVISORY BOARD
4. APPROVE THE CORPORATE GOVERNANCE Non-Voting
5. GRANT AUTHORITY TO ISSUE SHARES WITH LIMITATION/EXCLUSION Non-Voting
PREFERENTIAL RIGHT
6. GRANT AUTHORITY TO BUY OWN SHARES Non-Voting
7. APPOINT A MEMBER OF THE SUPERVISORY BOARD Non-Voting
8. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Non-Voting
9. APPROVE TO DECREASE THE CAPITAL: WITHDRAWAL Non-Voting
PREFERENTIAL SHARES A AND WITHD RAWAL PREFERENTIAL
SHARES B
10. AMEND THE ARTICLES OF ASSOCIATION Non-Voting
11. QUESTIONS Non-Voting
12. CLOSE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM AGM Meeting Date: 04/29/2005
Issuer: N9202Y107 ISIN: NL0000390854 BLOCKING
SEDOL: 5205361, 5869585, B02P0N5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 207989 DUE TO CHANGE IN VO TING STATUS. THANK
YOU.
1. OPENING Non-Voting
2. APPROVE THE ANNUAL REPORT AND THE ACCOUNTS 2004: Management
REPORT BY THE MANAGEMENT BOAR D AND PRECEDING
ADVICE BY SUPERVISORY BOARD; REPORT OF STICHTING
ADMINISTRATI EKANTOOR VAN GEWONE AANDELEN VEDIOR
; ADOPTION OF THE ANNUAL ACCOUNT 2004; AND TO
MAKE A PAYMENT OUT OF THE DISTRIBUTABLE PART
OF THE SHAREHOLDERS EQUITY
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE SUPERVISORY BOARD
4. APPROVE THE CORPORATE GOVERNANCE Management
5. APPROVE TO EXTEND THE AUTHORIZATION OF THE MANAGEMENT Management
BOARD TO ISSUE SHARES AN D RESTRICT OR EXCLUDE
THE PRE-EMPTIVE RIGHTS
6. AUTHORIZE THE MANAGEMENT BOARD TO PURCHASE DEPOSITORY Management
RECEIPTS FOR THE COMPA NY S OWN SHARES FOR AN
18 MONTHS PERIOD
7. RE-APPOINT MR. D. SINNINGHE DAMSTE AS A MEMBER Management
OF THE SUPERVISORY BOARD
8. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
9. APPROVE TO REDUCE THE CAPITAL BY REDEMPTION OF: Management
A) PREFERENCE SHARES A AND B) PREFERENCE SHARES
B
10. AMEND THE ARTICLES OF ASSOCIATION Management
11. ANY OTHER BUSINESS Other
12. CLOSE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM EGM Meeting Date: 04/29/2005
Issuer: N9202Y107 ISIN: NL0000390854 BLOCKING
SEDOL: 5205361, 5869585, B02P0N5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPROVE TO MAKE RECOMMENDATIONS FOR THE APPOINTMENT Management
OF A MEMBER OF THE BOARD O F THE STICHTING ADMINISTRATIEKANTOOR
OF ORDINARY SHARES VEDIOR
3. QUESTIONS Other
4. CLOSING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
BANCA ANTONIANA POPOLARE VENETA SPA, PADOVA OGM Meeting Date: 04/30/2005
Issuer: T1211K107 ISIN: IT0003270102 BLOCKING
SEDOL: 7340817, B06MTF7
- -----------------------------------------------------------------------------------------------------------------------------
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
14 MAY 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
1. APPROVE THE BOARD OF DIRECTORS AND INTERNAL Management
AUDITORS REPORTS FOR FINANCIAL Y EAR 2004, BALANCE
SHEET REPORTS AS OF 31 DEC 2004; RESOLUTIONS
RELATED THERE T O AND POWER BESTOWAL
2. APPROVE THE BOARD OF DIRECTORS AND INTERNAL Management
AUDITORS REPORTS ON BANCA ANTONI ANA POPOLARE
VENETA GROUP CONSOLIDATED BALANCE SHEET AS OF
31 DEC 2004
3. APPOINT BOARD OF DIRECTORS MEMBERS AFTER STATING Management
THEIR NUMBER AND THE TERM OF OFFICE, TO STATE
THE MEDALS OF PRESENCE AS PER ARTICLE 20 OF BY-LAW
4. APPOINT INTERNAL AUDITORS MEMBERS AS PER ARTICLE Management
27 OF BYLAW, TO STATE THEIR EMOLUMENTS
- -----------------------------------------------------------------------------------------------------------------------------
BANCA NAZIONALE DEL LAVORO SPA BNL, ROMA OGM Meeting Date: 04/30/2005
Issuer: T1240P119 ISIN: IT0001254884 BLOCKING
SEDOL: 5528604, 5616167, B014BV8, B020386
- -----------------------------------------------------------------------------------------------------------------------------
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
21 MAY 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CAL LS 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 BALANCE SHEET REPORT AS OF 31 DEC Management
2004, THE BOARD OF DIRECTORS MAN AGEMENT REPORT
AND EXTERNAL AUDITORS REPORTS AND THE RESOLUTIONS
RELATED THER ETO
2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES AS Management
PER ARTICLE 2357 AND 2357 TER OF THE ITALIAN
CIVIL CODE
3. APPOINT THE MEMBERS OF BOARD OF DIRECTORS AFTER Management
STATING THEIR NUMBER AS PER AR TICLE 19 OF THE
BY-LAWS
4. APPROVE TO STATE THE BOARD OF DIRECTORS AND Management
EXECUTIVE COMMITTEE EMOLUMENT AS PER ARTICLE
14 AND 26 OF THE BY-LAWS
5. APPOINT INTERNAL AUDITORS AS PER ARTICLE 33 OF Management
THE BY-LAWS
6. APPROVE THE INTERNAL AUDITORS EMOLUMENT AS PER Management
ARTICLE 14 OF THE BY-LAWS
* PLEASE NOTE THAT AUDITORS AND DIRECTORS WILL Non-Voting
BE APPOINTED BY SLATE VOTING. THA NK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
TISCALI SPA, CAGLIARI MIX Meeting Date: 04/30/2005
Issuer: T93541117 ISIN: IT0001453924 BLOCKING
SEDOL: 4716949, 5953529, 5954265, 7152926
- -----------------------------------------------------------------------------------------------------------------------------
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
05 MAY 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
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2004; RESOLUTIONS RELATED THERE TO
O.2 APPOINT DIRECTORS AFTER STATING BOARD OF DIRECTORS Management
MEMBERS NUMBER, TO STATE T HEIR EMOLUMENTS;
RESOLUTIONS RELATED THERE TO
O.3 APPOINT EXTERNAL DIRECTORS FOR FINANCIAL YEARS Management
2005, 2006, 2007; RESOLUTIONS R ELATED THERE TO
E.1 AMEND THE ARTICLES 6 AND 7 OF THE BY-LAW; RESOLUTIONS Management
RELATED THERE TO
E.2 APPROVE THE STOCK CAPITAL INCREASE WITHOUT OPTION Management
RIGHT AS PER ARTICLE 2441, 4 AND 2 OF ITALIAN
CIVIL CODE FOR EUR 1, 750, 000 MAXIMUM BY ISSUING
MAXIMUM NU MBER 3, 500, 000 ORDINARY SHARES (FACE
VALUE EUR 0.50) TO BE OFFERED TO NEUE M EDIN
ULM HOLDING GMBH AT A PRICE AVAILABLE AT NEW
SHARES ISSUING DATE ; RESOLU TIONS RELATED THERE
TO
- -----------------------------------------------------------------------------------------------------------------------------
UNICREDITO ITALIANO SPA, GENOVA OGM Meeting Date: 04/30/2005
Issuer: T95132105 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712, B020SH0
- -----------------------------------------------------------------------------------------------------------------------------
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
01 MAY 2005 AND A THIRD CALL ON 02 MAY 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMEND ED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM I S MET
OR THE MEETING IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIX MEETINH. THANK Non-Voting
YOU.
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management
2004 TOGETHER WITH THE BOARD OF DIRECTORS, THE
INTERNAL AND THE EXTERNAL AUDITORS REPORTS;
THE CONSOLIDATED BALANCE SHEET REPORTS AND THE
SOCIAL AND THE ENVIRONMENTAL REPORT
O.2 APPROVE THE PROFIT ALLOCATION Management
O.3 APPOINT THE DIRECTORS AFTER STATING THEIR NUMBER Management
FOR THE FINANCIAL YEARS 2005- 2007 WITH TERM
IN OFFICE EXPIRING AT THE MEETING CALLED TO APPROVE
THE 2007 BA LANCE SHEET REPORTS
O.4 APPROVE THE BOARD OF DIRECTORS AND THE EXECUTIVE Management
COMMITTEE ANNUAL EMOLUMENT, A S PER ARTICLE 26
OF THE BY-LAW
O.5 AUTHORIZE UNICREDITO ITALIANO S.P.A. TO JOIN Management
THE EUROPEAN ECONOMIC INTEREST GR OUPING CALLED,
GLOBAL DEVELOPMENT, AS PER ARTICLE 2361 COMMA
2, OF THE ITALIAN CIVIL CODE
O.6 APPROVE TO TAKE ON SAVINGS SHAREHOLDERS REPRESENTATIVE Management
S EMOLUMENT
E.1 APPROVE THE MERGER BY INCORPORATION OF BANCA Management
DELL UMBRIA 1462 S.P.A. AND CASSA RISPARMIO CARPI
S.P.A. INTO UNICREDITO ITALIANO S.P.A.; AMEND
THE BY-LAW
- -----------------------------------------------------------------------------------------------------------------------------
ACCOR SA, COURCOURONNES OGM Meeting Date: 05/03/2005
Issuer: F00189120 ISIN: FR0000120404 BLOCKING
SEDOL: 4024363, 4112321, 5852842, 5853726, 7163713
- -----------------------------------------------------------------------------------------------------------------------------
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 REPORT OF THE EXECUTIVE COMMITTEE, Management
THE SUPERVISORY BOARD S COMMENT S AND THE GENERAL
REPORT OF THE STATUTORY AUDITORS, APPROVE THE
FINANCIAL STAT EMENTS AND THE BALANCE SHEET FOR
THE YEAR CLOSED ON 31 DEC 2004
O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management
THE STATUTORY AUDITORS AND THE SUPERVISORY BOARD
S COMMENTS, APPROVE THE 2004 CONSOLIDATED ACCOUNTS
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L .225-86 OF THE
FRENCH COMMERCIAL CODE, APPROVE THE SAID REPORT
AND THE AGREEME NTS REFERRED TO THEREIN
O.4 APPROVE THAT AN AMOUNT OF EUR 68,855,816.00 CHARGED Management
TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS
ACCOUNT WILL BE TRANSFERRED TO THE ORDINARY RESERVES
A CCOUNT, TO WITHDRAW FROM THE ORDINARY RESERVES
THE AMOUNT OF THE 2.5% TAX, CAL CULATED UPON
THE SPECIAL RESERVES ON LONG-TERM CAPITAL GAINS,
I.E. EUR 1,708,8 95.40 TO WHICH ARE ADDED EUR
330,982.10 CORRESPONDING TO THE 2.5% TAX CALCULA
TED UPON THE RESERVE LEGAL QUOTA FORMED BY LONG-TERM
CAPITAL GAINS , THE TOTAL AMOUNT OF THIS TAX
IS OF EUR 2,039,877.50; TO ALLOCATE THE PROFITS
FOR THE 20 04 FY: EUR 221,466,906.96, TO WHICH
ARE ADDED THE PRIOR RETAINED EARNINGS: EUR 520,025,161.72,
THE NON-PAID DIVIDEND OF THE PREVIOUS YEAR: EUR
1,605,167.55, THE PROVISIONS FOR SURPLUS WITHHOLDING:
EUR 3,971,240.80, DISTRIBUTABLE PROFI TS: EUR
747,068,477.03, I.E. AN AMOUNT OF EUR 747,068,477.03
WHICH WILL BE ALL OTTED AS HEREUNDER: TO THE
LEGAL RESERVE: EUR 396,413.38, TO THE GLOBAL
DIVIDE ND: EUR 268,723,661.70, TO THE CARRY FORWARD
ACCOUNT: EUR 477,948,401.95; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.30 PER SHARE,
ELIGIBLE FOR T HE 50% ALLOWANCE, IT WILL BE PAID
ON 17 MAY 2005
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. RENAUD Management
D ELISSAGARAY AS MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD, IF THE RESOLUTION NUMBER 25 IS
ADOPTED, OF 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCK Management
RIBOUD AS A MEMBER OF THE SU PERVISORY BOARD
FOR A PERIOD, IF THE RESOLUTION NUMBER 25 IS
ADOPTED, OF 4 YEA RS
O.7 APPOINT MR. PAUL DUBRULE AS A MEMBER OF THE SUPERVISORY Management
BOARD FOR A PERIOD, IF THE RESOLUTION NUMBER
25 IS ADOPTED, OF 4 YEARS
O.8 APPOINT MR. THOMAS J. BARRACK AS A MEMBER OF Management
THE SUPERVISORY BOARD FOR A PERIO D OF 4 YEARS,
IF THE RESOLUTION NUMBER 25 IS ADOPTED AND UNDER
THE SUSPENSIVE CONDITION OF THE ACHIEVEMENT OF
THE TRANSACTIONS AIMED BY THE RESOLUTIONS NUMB
ER 13 AND 14
O.9 APPOINT MR. SEBASTIEN BAZIN AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS, IF
THE RESOLUTION NUMBER 25 IS ADOPTED AND UNDER
THE SUSPENSIVE CO NDITION OF THE ACHIEVEMENT
OF THE TRANSACTIONS AIMED BY THE RESOLUTIONS
NUMBER 13 AND 14
O.10 APPOINT MR. DOMINIQUE MARCEL AS A MEMBER OF THE Management
SUPERVISORY BOARD FOR A PERIOD , IF THE RESOLUTION
NUMBER 25 IS ADOPTED, OF 4 YEARS
O.11 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 305,000.00 Management
TO THE MEMBERS OF THE SUP ERVISORY BOARD
O.12 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management
THE COMPANY S SHARES ON THE STOC K MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 50.00, MINIMUM SALE PRICE: EUR 30.00,
MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED:
19,000,000 SHARES MAXIMUM NUMBER OF SHARES WHICH
COULD BE ISSUED ACCORDING TH E PRESENT RESOLUTION
AND CORRESPONDING TO A MAXIMUM AMOUNT OF EUR
950,000,000. 00 ; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS , IT CANCELS AND REPLACES THE AUTHORIZATION
SET FORTH IN RESOLUTION NUMBER 7 AND GIVEN BY
THE CGM OF 04 MAY 2004; AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACC OMPLISH ALL NECESSARY FORMALITIES
O.13 APPROVE, TO PROCEED IN ONE TRANSACTION , WITH Management
THE ISSUE OF 116,279 BONDS THE CONVERTIBLE BONDS
OF A NOMINAL AMOUNT OF EUR 4,300.00 I.E. A
TOTAL AMOUNT OF EUR: 499,999,700.00 WITH A RATIO
OF EXCHANGE OF 100 NEW SHARES OF THE COMPAN Y
WITH A NOMINAL VALUE OF EUR 3.00 FOR EACH ONE
OF THE CONVERTIBLE BOND AND, THIS IF THE RESOLUTION
NUMBER 14 IS ADOPTED; THE CONVERTIBLE BONDS WILL
HAVE TO BE SUBSCRIBED AND TO BE FULLY PAID-UP
IN CASH AT THE LATEST ON 31 MAY 2005; AUTHORIZE
THE INCREASE OF THE SHARE CAPITAL BY A MAXIMUM
NOMINAL AMOUNT OF EU R 34,883,700.00 AND THE
ISSUE OF THE SHARES RESULTING FROM THE CONVERSION
OF T HE CONVERTIBLE BONDS, THIS AMOUNT CORRESPONDING
TO THE ISSUE OF A MAXIMUM OF 1 1,267,900 NEW
SHARES, THIS INCREASE SHALL NOT COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER
17 AND NUMBER 22; THIS CAPITAL INCREASE IS REAL
IZED WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE
RIGHTS IN FAVOR OF COLLIFE S.A.R .L
O.14 APPROVE TO PROCEED WITH THE ISSUE OF 128,205 Management
BONDS THE REDEEMABLE BONDS OF A NOMINAL AMOUNT
OF EUR 3,900.00 I.E. A TOTAL AMOUNT OF EUR 499,999,500.00
WI TH A RATIO OF EXCHANGE OF 100 NEW SHARES
OF THE COMPANY WITH A NOMINAL VALUE OF EUR 3.00
, FOR EACH ONE OF THE REDEEMABLE BOND; THE REDEEMABLE
BONDS WILL H AVE TO BE SUBSCRIBED AND TO BE FULLY
PAID-UP IN CASH AT THE LATEST ON 31 MAY 2 006;
AUTHORIZE THE INCREASE OF SHARE CAPITAL BY A
MAXIMUM NOMINAL AMOUNT OF EU R 38,461,500.00
AND THE ISSUE OF THE SHARES RESULTING FROM THE
REDEMPTION OF R EDEEMABLE BONDS, THIS AMOUNTS
CORRESPONDS TO THE ISSUE OF A MAXIMUM OF 12,820,
500 NEW SHARES, THIS INCREASE SHALL NOT COUNT
AGAINST THE OVERALL VALUE SET FO RTH IN RESOLUTION
NUMBER 17 AND NUMBER 22; THIS INCREASE IS REALIZED
WITH THE WAIVER OF SHAREHOLDERS PRE-EMPTIVE
RIGHTS IN FAVOR OF COLLIFE S.A.R.L
O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING TH E SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN AUTHO RIZATION GIVEN IN RESOLUTION NUMBER
12 AND, OR ANY OTHER AUTHORIZATION OF THE SAME
KIND, IN 24 MONTHS NOT EXCEEDING 10% OF THE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESS ARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; IT CANCELS AND REPLACES THE DELEGATION
SET FORTH IN RESOLUTION NUMBER 8 AND GIVEN BY
THE CGM OF 04 MA Y 2004
O.16 AUTHORIZE THE EXECUTIVE COMMITTEE, TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 100,00 0,000.00, WITH WAIVER OF SHAREHOLDERS
PRE-EMPTIVE RIGHTS, BY WAY OF ISSUING S HARES
AND SECURITIES GIVING ACCESS TO THE COMPANY S
SHARES OR OF A COMPANY FRO M WHICH IT OWNS MORE
THAN HALF OF THE CAPITAL OR GIVING RIGHT TO THE
ALLOTMENT OF EQUITY SECURITIES; NOT EXCEEDING
A NOMINAL VALUE OF EUR 1,000,000,000.00; AUTHORITY
EXPIRES AT THE END 26 OF MONTHS ; IT CANCELS
AND REPLACES THE DELEG ATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE CGM OF 04 MAY 2004;
A UTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.17 AUTHORIZE THE EXECUTIVE COMMITTEE, TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 200,00 0,000.00, WITH SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, BY W AY OF ISSUING
SHARES AND SECURITIES GIVING ACCESS TO THE COMPANY
S SHARES OR O F A COMPANY FROM WHICH IT OWNED
MORE THAN HALF OF THE CAPITAL OR GIVING RIGHT
TO THE ALLOTMENT OF EQUITY SECURITIES; NOT EXCEEDING
A NOMINAL VALUE OF EUR 2, 000,000,000.00; AUTHORITY
EXPIRES AT THE END 26 OF MONTHS ; IT CANCELS,
EFFEC TIVE IMMEDIATELY, THE DELEGATION SET FORTH
IN RESOLUTION NUMBER 9 AND GIVEN BY THE CGM OF
04 MAY 2004; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL, WITHIN THE LI MIT OF 10% OF
THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS
IN KIND GRAN TED TO THE COMPANY AND COMPRISED
OF EQUITY SECURITIES GIVING ACCESS TO THE SHA
RE CAPITAL; AUTHORITY EXPIRES AT THE END 26
OF MONTHS ; AUTHORIZE THE EXECUTI VE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMA LITIES
O.19 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE, Management
WITHIN THE LIMIT OF THE GLOBAL CEILING SET BY
THE RESOLUTION NUMBER 23, THE NUMBER OF SECURITIES
TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE,
WITHIN THE LIMIT OF 15% OF THE INITIAL IS SUE
FORESEEN BY THE LAWS AND REGULATIONS IN FORCE;
AUTHORITY EXPIRES AT THE E ND 26 OF MONTHS
e.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 200,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME, PREMIUMS OR OTHERS,
OR BY A CAPITAL INCREASE TO BE RELEASED IN CASH
ACCORDING THE RESOLUTI ONS NUMBERS 16 AND 17
TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR T HE RAISE OF THE PAR VALUE OF THE
EXISTING SHARES, OR BY UTILIZING ALL OR SOME
OF THESE METHODS; AUTHORITY EXPIRES AT THE END
26 OF MONTHS ; AUTHORIZE THE E XECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.21 APPROVE, AS A CONSEQUENCE OF THE ADOPTION OF Management
THE RESOLUTIONS NUMBERS 16, 17, 1 8, 19 AND 20,
TO SET TO EUR 300,000,000.00 THE NOMINAL MAXIMUM
AMOUNT OF THE C APITAL INCREASES WHICH CAN BE
ISSUED ACCORDING TO THE AUTHORIZATIONS GRANTED
B Y THE RESOLUTIONS HERE-ABOVE MENTIONED
O.22 AUTHORIZE THE EXECUTIVE COMMITTEE, TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION,
IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS
OF T HE COMPANY SAVINGS PLAN, BY WAY OF ISSUING
SHARES AND, OR ANY OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, BY ALLOTTING FULLY PAID-UP SHARES
OR OTHER SECU RITIES GIVING ACCESS TO THE CAPITAL
WITHIN THE LIMITS FORESEEN BY ARTICLE L.44 3-5
OF THE FRENCH LABOUR CODE; AUTHORITY EXPIRES
AT THE END 26 OF MONTHS ; FO R AN AMOUNT NOT
EXCEEDING 2% OF THE SHARE CAPITAL; IT CANCELS
AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 13 AND GIVEN BY THE CGM OF 04 MAY 2 004;
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCO MPLISH ALL NECESSARY
FORMALITIES
O.23 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management
WITH ALLOCATIONS FREE OR CHARGE O F COMPANY S
EXISTING ORDINARY SHARES OR TO BE ISSUED, IN
FAVOR OF THE EMPLOYEE S OF OFFICERS REPRESENTING
NOT MORE THAT 8% OF THE SHARE CAPITAL; AUTHORITY
E XPIRES AT THE END 14 OF MONTHS ; AUTHORIZE
THE EXECUTIVE DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.24 APPROVE TO BRING THE VARIOUS ARTICLES OF ASSOCIATION Management
NUMBERS 1, 9,12 AND 15 IN TO CONFORMITY WITH
THE CURRENT LEGAL AND REGULATORY REQUIREMENTS,
WITH PARTICU LAR REFERENCE TO THE FRENCH ORDER
NUMBER 2004-604 OF 24 JUN 2004 RATIFIED BY T
HE FRENCH LAW REFERRING TO RIGHT SIMPLIFICATION
O.25 AMEND THE ARTICLES OF ASSOCIATION NUMBER 16 Management
TERM OF OFFICE OR A MEMBER OF THE SUPERVISORY
BOARD: 4 YEARS INSTEAD OF 6 YEARS
o.26 GRANT ALL POWERS TO THE BEARER OF A COPY OR GENERAL Management
MEETING PROXY SERVICES
* PLEASE NOTE THAT THE MEETING HELD ON 25 APR 2005 Non-Voting
HAS BEEN POSTPONED AND THAT T HE SECOND CONVOCATION
WILL BE HELD ON 03 MAY 2005. PLEASE ALSO NOTE
THE NEW CU TOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROX Y
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
ARISTOCRAT LEISURE LIMITED AGM Meeting Date: 05/03/2005
Issuer: Q0521T108 ISIN: AU000000ALL7
SEDOL: 6051563, 6253983
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORT OF THE CONSOLIDATED Management For
ENTITY IN RESPECT OF THE YE 3 1 DEC 2004 AND
THE DIRECTORS AND THE AUDITOR S REPORTS THEREON
BY THE MEMBERS OF THE COMPANY
2. RE-ELECT MR. A. W. STEELMAN AS A DIRECTOR, IN Management For
ACCORDANCE WITH THE ARTILCE 12.3 OF THE CONSTITUTION
OF THE COMPANY
3. APPROVE, FOR ALL PURPOSES OF ASX LISTING RULE Management For
10.14, TO GRANT 68,343 PERFORMAN CE SHARE RIGHTS
PURSUANT TO THE COMPANY S LONG TERM PERFORMANCE
SHARE PLAN AS SPECIFIED TO MR. P.N. ONEILE THE
MANAGING DIRECTOR AND THE CHIEF EXECUTIVE OFF
ICER
4. APPROVE, FOR ALL PURPOSES INCLUDING AS AN EXCEPTION Management Against
TO ASX LISTING RULE 7.1 , THE ARISTOCRAT LONG
TERM PERFORMANCE OPTION PLAN AND THE ISSUE AND
EXERCISE O F OPTIONS UNDER THE PLAN
S.5 ADOPT THE NEW CONSTITUTION Management For
S.6 APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSES Management For
OF SECTION 256C(1) OF THE CORPORATIONS ACT: A)
A REDUCTION OF THE SHARE CAPITAL ACCOUNT OF THE
COMPANY BY UP TO AUD 0.21 FOR EACH FULLY PAID
ORDINARY SHARE ON ISSUE ON THE RECORD DA TE TO
BE SET BY THE DIRECTORS OF THE COMPANY FOR THIS
PURPOSE BUT WITHOUT ANY CANCELLATION OF ANY ISSUED
SHARES; AND B) WITH THE REDUCTION IN RESPECT
OF EAC H ORDINARY SHARE BEING EFFECTED AND SATISFIED
BY THE COMPANY PAYING TO THE HOL DERS OF ORDINARY
SHARES AS AT THE RECORD DATE THE SUM OF UP TO
AUD 0.21 FOR EA CH ORDINARY FULLY PAID SHARE
AT THE RECORD DATE, WITH THE PAYMENT TO BE EFFECT
ED AT A TIME DETERMINED BY THE DIRECTORS OF THE
COMPANY AND IN THE MANNER PROV IDED AT THAT TIME
BY THE CONSTITUTION OF THE COMPANY FOR THE PAYMENT
OF DIVIDE NDS
- -----------------------------------------------------------------------------------------------------------------------------
DEPFA HOLDINGS PLC AGM Meeting Date: 05/03/2005
Issuer: G27230104 ISIN: IE0072559994
SEDOL: 7255999, B010K20
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For
REPORT FOR THE 2004 FY
2. APPROVE THE PAYMENT OF A FINAL DIVIDEND ON THE Management For
ORDINARY SHARES
3. ELECT THE BOARD OF DIRECTORS Management For
4. AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE Management For
THE REMUNERATION FOR THE AUDITOR S
- -----------------------------------------------------------------------------------------------------------------------------
HOLCIM LTD (EX.HOLDERBANK FINANCIERE GLARUS AG), JONA AGM Meeting Date: 05/03/2005
Issuer: H36940130 ISIN: CH0012214059 BLOCKING
SEDOL: 7110753, 7604609, B038B63
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
HOLCIM LTD (EX.HOLDERBANK FINANCIERE GLARUS AG), JONA AGM Meeting Date: 05/03/2005
Issuer: H36940130 ISIN: CH0012214059 BLOCKING
SEDOL: 7110753, 7604609, B038B63
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 222390, 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
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management
CONSOLIDATED ACCOUNTS AS WELL A S REPORTS OF
THE AUDITORS AND OF THE GROUP AUDITORS
2. DISCHARGE THE BOARD OF DIRECTORS Management
3. APPROVE THE DISTRIBUTION OF THE BALANCE SHEET Management
PROFIT
4.1.1 RE-ELECT DR. WILLY KISSLING AS A BOARD OF DIRECTOR Non-Voting
FOR 3 YEAR PERIOD OF OFFICE
4.1.2 RE-ELECT DR. ERICH HUNZIKER AS A BOARD OF DIRECTOR Non-Voting
FOR 3 YEAR PERIOD OF OFFICE
4.1.3 RE-ELECT DR. ANDREAS VON PLANTA AS A BOARD OF Non-Voting
DIRECTOR FOR 3 YEAR PERIOD OF OF FICE
4.1.4 RE-ELECT PROF. GILBERT PROBST AS A BOARD OF DIRECTOR Non-Voting
FOR 3 YEAR PERIOD OF OFFI CE
4.1.5 RE-ELECT DR. H.C. THOMAS SCHMIDHEINY AS A BOARD Non-Voting
OF DIRECTOR FOR 1 YEAR PERIOD OF OFFICE
4.1.6 RE-ELECT DR. H.C. WOLFGANG SCHUERER AS A BOARD Non-Voting
OF DIRECTOR FOR 1 YEAR PERIOD O F OFFICE
4.1.7 RE-ELECT DR. DIETER SPAELTI AS A BOARD OF DIRECTOR Non-Voting
FOR 1 YEAR PERIOD OF OFFICE
4.2 RE-ELECT ERNST AND YOUNG AG, ZUERICH, AS THE Non-Voting
BOARD OF AUDITORS AND THE GROUP A UDITORS, FOR
2005
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
HOLCIM LTD (EX.HOLDERBANK FINANCIERE GLARUS AG), JONA AGM Meeting Date: 05/03/2005
Issuer: H36940130 ISIN: CH0012214059 BLOCKING
SEDOL: 7110753, 7604609, B038B63
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 230707 DUE TO CHANGE IN THE VOTING STATUS OF
THE RESOLUTIONS 4.1 - 4.7 AND 4.2 . ALL VOTES
RECEIVED ON T HE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THI S MEETING
NOTICE. THANK YOU.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 222390, 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
* 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.
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management
CONSOLIDATED ACCOUNTS AS WELL A S REPORTS OF
THE AUDITORS AND OF THE GROUP AUDITORS
2. DISCHARGE THE BOARD OF DIRECTORS Management
3. APPROVE THE DISTRIBUTION OF THE BALANCE SHEET Management
PROFIT
4.1.1 RE-ELECT DR. WILLY KISSLING AS A BOARD OF DIRECTOR Management
FOR 3 YEAR PERIOD OF OFFICE
4.1.2 RE-ELECT DR. ERICH HUNZIKER AS A BOARD OF DIRECTOR Management
FOR 3 YEAR PERIOD OF OFFICE
4.1.3 RE-ELECT DR. ANDREAS VON PLANTA AS A BOARD OF Management
DIRECTOR FOR 3 YEAR PERIOD OF OF FICE
4.1.4 RE-ELECT PROF. GILBERT PROBST AS A BOARD OF DIRECTOR Management
FOR 3 YEAR PERIOD OF OFFI CE
4.1.5 RE-ELECT DR. H.C. THOMAS SCHMIDHEINY AS A BOARD Management
OF DIRECTOR FOR 1 YEAR PERIOD OF OFFICE
4.1.6 RE-ELECT DR. H.C. WOLFGANG SCHUERER AS A BOARD Management
OF DIRECTOR FOR 1 YEAR PERIOD O F OFFICE
4.1.7 RE-ELECT DR. DIETER SPAELTI AS A BOARD OF DIRECTOR Management
FOR 1 YEAR PERIOD OF OFFICE
4.2 RE-ELECT ERNST AND YOUNG AG, ZUERICH, AS THE Management
BOARD OF AUDITORS AND THE GROUP A UDITORS, FOR
2005
- -----------------------------------------------------------------------------------------------------------------------------
IMERYS MIX Meeting Date: 05/03/2005
Issuer: F49644101 ISIN: FR0000120859 BLOCKING
SEDOL: 4457765, 5827077, B011GL4, B01BPS4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS,
ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION
AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE
LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
O.1 APPROVE THE REPORTS AND OF THE FINANCIAL STATEMENTS Management
O.2 APPROVE THE REPORTS AND THE CONSOLIDATED FINANCIAL Management
STATEMENTS
O.3 APPROVE THE SPECIAL REPORT OF THE STATUTORY AUDITORS Management
O.4 APPROVE THE TRANSFERS FROM LONG TERM RETAIN EARNINGS Management
ACCOUNT
O.5 APPROVE THE APPROPRIATION OF INCOME AND FIXING Management
OF THE DIVIDEND
O.6 APPROVE THE ASCERTAINMENT OF THE MERGER BY ABSORPTION Management
OF DELOITTE TOUCHE TOHMA TSU COMPANY BY DELOITTE
TOUCHE TOHMATSU-AUDIT COMPANY AND FOLLOWING OF
THE AUD ITOR S MANDATE BY DELOITTE TOUCHE TOHMATSU-AUDIT
WHICH NEW COMPANY S NAME IS D ELOITTE ASSOCIES
O.7 AUTHORIZE THE COMPANY TO BUY ITS OWN SHARES Management
O.8 APPROVE THE COMPANY S HEAD TRANSFER Management
E.9 APPROVE THE CHANGE IN THE MANAGEMENT METHOD CANCELLATION Management
OF THE FORM INVOLVING BOTH EXECUTIVE AND SUPERVISORY
BOARD AND ADOPT THE FORM INVOLVING A BOARD OF
DIRECTOR S
E.10 APPROVE THE NEW BY-LAWS FOLLOWING THE ADOPTION Management
OF THE FORM INVOLVING A BOARD O F DIRECTOR S
E.11 APPOINT MR. JACQUES DRIJARD AS A NEW DIRECTOR Management
E.12 APPOINT MR. PATRICK KRON AS A NEW DIRECTOR Management
E.13 APPOINT MR. JOCELYN LEFEBVRE AS A NEW DIRECTOR Management
E.14 APPOINT MR. ERIC LE MOYNE DE SERIGNY AS A NEW Management
DIRECTOR
E.15 APPOINT MR. PAUL DESMARAIS JR AS A NEW DIRECTOR Management
E.16 APPOINT MR. YVES-RENE NANOT AS A NEW DIRECTOR Management
E.17 APPOINT MR. GREGOIRE OLIVIER AS A NEW DIRECTOR Management
E.18 APPOINT MR. ROBERT PEUGEOT AS A NEW DIRECTOR Management
E.19 APPOINT MR. THIERRY DE RUDDER AS A NEW DIRECTOR Management
E.20 APPOINT MR. AIMERY LANGLOIS -MEURINNE AS A NEW Management
DIRECTOR
E.21 APPOINT MR. GERARD BUFFIERE AS A NEW DIRECTOR Management
E.22 APPOINT MR. ALDO CARDOSSO AS A NEW DIRECTOR Management
E.23 APPOINT MR. MAXIMILIEN DE LIMBURG AS A NEW DIRECTOR Management
E.24 APPOINT MR. JACQUES VEYRAT AS A NEW DIRECTOR Management
E.25 APPROVE TO DETERMINE THE DIRECTOR S FEES Management
E.26 AUTHORIZE THE BOARD OF DIRECTOR S TO INCREASE Management
CAPITAL BY ISSUANCE OF SHARES OR SECURITIES WITH
MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHT
OR BY INCORPOR ATION OF RESERVES, EARNINGS OR
PREMIUMS
E.27 AUTHORIZE THE BOARD OF DIRECTOR S IN ORDER TO Management
ISSUE SHARES OR SECURITIES WITHO UT MAINTENANCE
OF PREFERENTIAL SUBSCRIPTION RIGHT
E.28 APPROVE THE GLOBAL LIMITATION OF THE NOMINAL Management
AMOUNT OF THE INCREASE IN CAPITAL RESULTING FROM
DELEGATIONS
E.29 GRANT AUTHORITY TO FIX THE ISSUANCE PRICE OF Management
SECURITIES IN CASE OF CANCELLATIO N OF THE SHAREHOLDERS
S PREFERENTIAL SUBSCRIPTION RIGHT WITH A LIMIT
OF 10% PE R YEAR
E.30 GRANT AUTHORITY TO INCREASE CAPITAL IN ORDER Management
TO REMUNERATE CONTRIBUTIONS IN KI ND
E.31 GRANT AUTHORITY TO INCREASE CAPITAL BY ISSUANCE Management
OF SHARES RESERVED FOR EMPLOYE ES
E.32 GRANT AUTHORITY TO ISSUE FREE SHARES OF THE COMPANY Management
IN FAVOR OF EMPLOYEES
E.33 GRANT AUTHORITY TO GRANT OPTIONS TO SUBSCRIBE Management
FOR SHARES OF THE COMPANY
E.34 GRANT AUTHORITY TO REDUCE CAPITAL BY CANCELLATION Management
OF SELF-HOLD SHARES
E.35 APPROVE THE TRANSFER TO THE BOARD OF DIRECTOR Management
S OF THE PREVIOUSLY ACCEPTED AUT HORIZATIONS
GRANTED TO THE EXECUTIVE BOARD
E.36 GRANT POWERS FOR FORMALITIES Management
- -----------------------------------------------------------------------------------------------------------------------------
NATIONAL EXPRESS GROUP PLC AGM Meeting Date: 05/03/2005
Issuer: G6374M109 ISIN: GB0006215205
SEDOL: 0621520
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For
REPORTS
2. APPROVE THE REMUNERATION REPORT Management For
3. APPROVE THE FINAL DIVIDEND OF 20.65 PENCE PER Management For
ORDINARY SHARE
4. ELECT SIR ANDREW FOSTER AS A DIRECTOR Management For
5. ELECT MR. TIM SCORE AS A DIRECTOR Management For
6. RE-ELECT MR. BARRY GIBSON AS A DIRECTOR Management For
7. RE-ELECT MR. SUE LYONS AS A DIRECTOR Management For
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY
9. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For
THE AUDITORS
10. GRANT AUTHORITY FOR MARKET PURCHASE OF 13,800,000 Management For
ORDINARY SHARES
11. AUTHORIZE THE COMPANY TO MAKE EU POLITICAL DONATIONS Management For
AND INCUR EU POLITICAL EX PENDITURE UP TO GBP
100,000
12. APPROVE THE NATIONAL EXPRESS GROUP PLC LONG-TERM Management For
INCENTIVE PLAN
- -----------------------------------------------------------------------------------------------------------------------------
ADIDAS-SALOMON AG, HERZOGENAURACH OGM Meeting Date: 05/04/2005
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 .
- -----------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------
ALTANA AG, BAD HOMBURG OGM Meeting Date: 05/04/2005
Issuer: D03304108 ISIN: DE0007600801 BLOCKING
SEDOL: 5273131, B01JBR9
- -----------------------------------------------------------------------------------------------------------------------------
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 133,380,000 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.95 PER ENTITLED SHARE;
EX-DIVIDEND AND P AYABLE 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. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management
AS THE AUDITORS FOR THE 2005 FY AIN AS THE AUDITORS
FOR THE YEAR 2005
6. 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 19(4), REGARDING THE NOTICE OF THE SHAREHOLDERS
MEETING BEING PUBLISHED IN THE ELECTRONIC FEDERAL
GAZETTE NO LAT ER THAN 30 DAYS PRIOR TO THE DAY
BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTE
R TO ATTEND THE SHAREHOLDERS MEETING; SECTION
20, REGARDING SHAREHOLDERS INTE NDING TO ATTEND
THE SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER
7 DAYS PRI OR TO THE SHAREHOLDERS MEETING AND
TO PROVIDE A PROOF, WRITTEN OR VIA FAX IN GERMAN
OR ENGLISH , OF THEIR ENTITLEMENT TO ATTEND THE
SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING
RIGHTS; SECTION 24, REGARDING SHAREHOLDERS MEETIN
G BEING RECORDED IN WRITING BY A NOTARY PUBLIC;
SECTION 25, REGARDING ITS HEAD ING BEING AMENDED
IN ITS WORDING
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITA L, AT PRICES
NOT DEVIATING MORE THAN 10% FROM THE MARKET PRICE
OF THE SHARES, ON OR BEFORE 31 OCT 2006; AND
THE BOARD OF MANAGING DIRECTORS TO RETIRE THE
SH ARES, TO USE THE SHARES FOR ACQUISITION PURPOSES,
WITHIN THE SCOPE OF THE COM PANY S EXECUTIVE
STOCK OPTION PLANS, OR AS PARTIAL REMUNERATION
FOR MEMBERS OF THE SUPERVISORY BOARD
* PLEASE NOTE THAT AGENDA IS NOW AVAILABLE BOTH 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.
* Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
BAE SYSTEMS PLC AGM Meeting Date: 05/04/2005
Issuer: G06940103 ISIN: GB0002634946
SEDOL: 0263494, 2100425, 5473759, B02S669
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED ACCOUNTS OF THE COMPANY FOR Management For
THE YE 31 DEC 2004 AND THE DIR ECTORS REPORTS
AND THE AUDITORS REPORT THEREON
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
3. DECLARE THE FINAL DIVIDEND FOR THE YE 31 DEC Management For
2004 OF 5.8 PENCE PER ORDINARY SH ARE AND PAYABLE
ON 01 JUN 2005 TO ORDINARY SHAREHOLDERS WHOSE
NAMES APPEARED O N THE REGISTER OF THE MEMBERS
AT THE CLOSE OF BUSINESS ON 22 APR 2005
4. RE-ELECT SIR PETER MASON AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
5. RE-ELECT MR. MARK RONALD AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
6. RE-ELECT MR. MICHAEL TURNER AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85
7. ELECT MR. RICHARD OLVER AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES PURSUANT TO ARTICLE 91
8. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS UNTIL Management For
THE NEXT OGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
9. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF Management For
DIRECTORS TO AGREE THE REMUNERAT IONS OF THE AUDITORS
10. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
OF THE COMPANY FROM GBP 165,0 00,001 TO GBP 180,000,001
BY THE CREATION OF 600,000,000 ORDINARY SHARES
OF 2. 5P EACH
11. APPROVE THAT THE AUTHORITY CONFERRED ON THE DIRECTORS Management For
BY ARTICLE 12(B)(1) OF T HE ARTICLES OF ASSOCIATION
OF THE COMPANY BE RENEWED FOR THE PERIOD ENDING
05 AUG 2006 OR, IF EARLIER, ON THE DAY BEFORE
THE COMPANY S AGM IN 2006 AND THAT FOR SUCH PERIOD
THE SECTION 80 AMOUNT SHALL BE GBP 26,750,818
IF RESOLUTION 10 IS PASSED, OR GBP 15,989,518
IF RESOLUTION 10 IS NOT PASSED
12. AUTHORIZE THE COMPANY: I TO MAKE DONATIONS TO Management For
EU POLITICAL ORGANIZATIONS; AND II TO INCUR EU
POLITICAL EXPENDITURE PROVIDED THAT THE AGGREGATE
AMOUNT OF SU CH DONATIONS AND EXPENDITURE MADE
BY THE COMPANY AND OTHER COMPANY AUTHORIZED BY
A RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY
SHALL NOT EXCEED GBP 100,00 0; AUTHORITY EXPIRED
EARLIER THE CONCLUSION OF THE AGM IN 2006 OR
05 AUG 2006
13. AUTHORIZE THE BAE SYSTEMS DEFENSE SYSTEMS LIMITED: Management For
I TO MAKE DONATIONS TO E U POLITICAL ORGANIZATIONS
AND II TO INCUR EU POLITICAL EXPENDITURE PROVIDED
T HAT, THE AGGREGATE AMOUNT OF SUCH DONATIONS
AND EXPENDITURE MADE BY THE BAE SY STEMS DEFENSE
SYSTEMS LIMITED AND OTHER COMPANY AUTHORIZED
BY A RESOLUTION O F THE SHAREHOLDERS OF THE COMPANY
SHALL NOT EXCEED GBP 100,000; AUTHORITY EXP
IRED EARLIER THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY IN 2006 OR 05 AUG 2 006
14. AUTHORIZE THE BAE SYSTEMS ELECTRONICS LIMITED Management For
TO MAKE DONATIONS TO EU POLITICA L ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED
THAT ON THE TER MS SET OUT IN RESOLUTION 13 REPLACING
THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMITED
WITH BAE SYSTEMS ELECTRONICS LIMITED
15. AUTHORIZE THE BAE SYSTEMS MARINE LIMITED TO MAKE Management For
DONATIONS TO EU POLITICAL ORG ANIZATIONS AND
TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT
ON THE TERMS SE T OUT IN RESOLUTION 13 REPLACING
THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMIT
ED WITH BAE SYSTEMS MARINE LIMITED
16. AUTHORIZE THE BAE SYSTEMS OPERATIONS LIMITED Management For
TO MAKE DONATIONS TO EU POLITIC AL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED
THAT ON THE TE RMS SET OUT IN RESOLUTION 13 REPLACING
THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMITED
WITH BAE SYSTEMS OPERATIONS LIMITED
17. AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS BRIDGING Management For
LIMITED TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED
THA T ON THE TERMS SET OUT IN RESOLUTION 13 REPLACING
THE WORDS BAE SYSTEMS DEFEN SE SYSTEMS LIMITED
WITH BAE SYSTEMS LAND SYSTEMS BRIDGING LIMITED
18. AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS MUNITIONS Management For
AND ORDNANCE LIMITED TO MAK E DONATIONS TO EU
POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL
EXPENDITUR E PROVIDED THAT ON THE TERMS SET OUT
IN RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS
DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS LAND
SYSTEMS MUNITIONS AND ORDNANCE LIMITED
19. AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS WEAPONS Management For
AND VEHICLES LIMITED TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL
EXPENDITURE PROVIDED THAT ON THE TERMS SET OUT
IN RESOLUTION 13 REPLACING THE WORDS BAE SY STEMS
DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS LAND
SYSTEMS WEAPONS AND VEH ICLE LIMITED
20. AUTHORIZE THE LAND SYSTEMS HAGGLUNDS AB TO MAKE Management For
DONATIONS TO EU POLITICAL ORGA NIZATIONS AND
TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT
ON THE TERMS SET OUT IN RESOLUTION 13 REPLACING
THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMITE
D WITH LAND SYSTEMS HAGGLUNDS AB
S.21 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 12(B)(LL) ARTICLES OF ASSOCIATION
OF THE COMPANYFOR THE PERIOD ENDING 05 AUG 2006
OR A DAY BEFORE THE COMPANY S AGM IN 2006 AND
THAT FOR THE PERIOD THE SECTION 89 AM OUNT SHALL
BE GBP 4,013,024
S.22 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 321,041,924
ORDI NARY SHARES OF 2.5P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 2.5P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DE RIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY OR
03 AGU 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRA CT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
S.23 AMEND ARTICLES OF ASSOCIATION OF THE COMPANY Management For
- -----------------------------------------------------------------------------------------------------------------------------
BARCO NV, KORTRIJK OGM Meeting Date: 05/04/2005
Issuer: B0833F107 ISIN: BE0003790079 BLOCKING
SEDOL: 4704096, 4730381
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting
AND THE REPORT OF THE STATUTORY A UDITOR ON I)
THE ANNUAL ACCOUNTS OF BARCO NV AND II) THE CONSOLIDATED
ANNUAL A CCOUNTS FOR THE FYE 31 DEC 2004
2. APPROVE THE ANNUAL ACCOUNTS OF BARCO NV FOR THE Management
FYE 31 DEC 2004 AND THE DISTRI BUTION OF THE
RESULTS AND FIX THE AMOUNT OF GROSS DIVIDEND
AT EUR 2,10 PER FUL LY PAID UP SHARE
3. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS FOR Non-Voting
THE FYE 31 DEC 2004
4. DISCHARGE THE DIRECTORS FOR THE EXECUTION OF Management
THEIR MANDATE DURING THE FYE 31 D EC 2004
5. DISCHARGE THE STATUTORY AUDITOR FOR THE EXECUTION Management
OF ITS MANDATE DURING THE FY E 31 DEC 2004
6. APPROVE: A) AND ACKNOWLEDGE THE RESIGNATION OF Management
BARON HUGO VANDAMME AS OF THE C LOSE THE AGM
2005 AND DECIDE NOT TO REPLACE THE DIRECTORS
WHO RESIGNED; B) THE GENERAL MEETING DECIDES
TO REDUCE THE NUMBER OF DIRECTORS FROM 10 TO
9; C) PU RSUANT TO ARTICLE 17 OF THE ARTICLES
OF ASSOCIATION THE GENERAL MEETING SETS T HE
AGGREGATE ANNUAL REMUNERATION OF THE ENTIRE BOARD
OF DIRECTORS AT EUR 1.870 .000 FOR THE YEAR 2005,
WHICH AMOUNT SHALL BE APPORTIONED AMONGST ALL
THE MEM BERS OF THE BOARD ACCORDING THE INTERNAL
RULES
7. RECEIVE THE CORPORATE GOVERNANCE AT BARCO Non-Voting
* 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 MUL TIPLE BENEFICIAL OWNERS, YOU WILL NEED
TO PROVIDE THE BREAKDOWN OF EACH BENEFI CIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESE NTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
BG GROUP PLC AGM Meeting Date: 05/04/2005
Issuer: G1245Z108 ISIN: GB0008762899
SEDOL: 0876289, 5845455
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FORE THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT AND ACCOUNTS Management For
FOR THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND IN RESPECT OF THE YE Management For
31 DEC 2004 OF 0.08 PENCE PER OR DINARY SHARE
PAYABLE ON 13 MAY 2005 TO HOLDERS OF ORDINARY
SHARES ON THE REGIS TER OF SHAREHOLDERS OF THE
COMPANY AT THE CLOSE OF BUSINESS ON 01 APR 2005
4. ELECT MR. BARONESS HOGG AS A DIRECTOR OF THE COMPANY Management For
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY, UNTIL TH E CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
6. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For
REMUNERATION OF THE AUDITORS
7. APPROVE THAT IN ACCORDANCE WITH PART XA OF THE Management For
COMPANIES ACT 1985 AS AMENDED THE ACT THE COMPANY
AND ITS WHOLLY-OWNED SUBSIDIARY BG INTERNATIONAL
LIMITED A) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL
AND D) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TO TAL, DURING THE PERIOD
COMMENCING ON THE DATE OF THE RESOLUTION END
ENDING ON THE DATE OF THE AGM OF THE COMPANY
IN 2006 OR IF EARLIER, 04 AUG 2006
8. APPROVE THAT AUTHORITY CONFERRED ON THE DIRECTORS Management For
BY ARTICLE 12.2 OF THE COMPA NY S ARTICLE OF
ASSOCIATION BE RENEWED FOR THE PURPOSE: A) THE
SECTION 80 AMOU NT BE GBP 123,368,432 AND B)
THE PRESCRIBED PERIOD BE THE PERIOD ENDING ON
THE DATE OF THE AGM OF THE COMPANY IN 2006 OR
IF EARLIER, 04 AUG 2006
9. APPROVE THAT IN ACCORDANCE WITH ARTICLE 82 OF Management For
THE COMPANY S ARTICLES OF ASSOCI ATION, THE MAXIMUM
AGGREGATE FEES THAT CAN BE PAID EACH YEAR TO
THE DIRECTORS OF THE COMPANY EXCLUDING AMOUNTS
PAID AS SPECIAL PAY UNDER ARTICLE 83, AMOUNT
PAID AS EXPENSES UNDER ARTICLE 84 AND ANY PAYMENTS
UNDER ARTICLE 85 OF THE AR TICLE OF ASSOCIATION
BE INCREASED FROM GBP 500,000 TO GBP 1,000,000
S.10 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For
SECTION 94 OF THE ACT ENT IRELY PAID FOR IN
CASH A) OF UNLIMITED AMOUNT IN CONNECTION WITH
A RIGHT ISSUE AS DEFINED IN THE COMPANY S ARTICLES
OF ASSOCIATION AND B) OTHERWISE IN CO NNECTION
WITH A RIGHT ISSUE OF AN AMOUNT UP TO GBP 17,692,165
FREE OF THE REST RICTIONS IN SECTION 89(1) OF
THE ACT; IN WORKING OUT THE MAXIMUM AMOUNT THE
EQ UITY SECURITIES, THE NOMINAL VALUE OF RIGHTS
TO SUBSCRIBE FOR SHARES OR TO CON VERT AND SECURITIES
INTO SHARES WILL BE TAKEN AS THE NOMINAL VALUE
OF THE SHAR ES WHICH WOULD BE ALLOTTED IF THE
SUBSCRIPTION OR CONVERSION TAKES PLACE A) TO
ALLOTMENT OF EQUITY SECURITIES SHALL INCLUDE
A SALE OF TREASURY SHARES AND B) THE POWER GRANTED
BY THIS RESOLUTION, RELATES TO THE ALLOTMENT
OF EQUITY SECU RITIES RATHER THAN THE SALE OF
TREASURY SHARES, IS GRANTED PURSUANT TO THE AUT
HORITY UNDER SECTION 80 OF THE ACT CONFERRED
BY RESOLUTION 8; AUTHORITY EXPIR ES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2006 OR 04 AUG 2 006 AND, AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUC H EXPIRY
S.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE ACT OF UP TO 353,843,302
ORDINARY SHARES, AT A MINIMUM PRICE OF 10 PENCE
AND NOT MOR E THAN 105% ABOVE THE AVERAGE MARKET
VALUE FOR SUCH SHARES DERIVED FROM THE LO NDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 04 AUG 2006
; 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.12 APPROVE THAT: A) CLAUSE 4.37 OF THE COMPANY S Management For
MEMORANDUM OF ASSOCIATION BE AME NDED I) BY THE
INSERTION OF A NEW CLAUSE 4.37.3; II) BY THE
DELETION OF AND FR OM THE END OF CLAUSE 4.37.1(III)
AND III) BY THE DELETION OF THE FULL STOP AT
THE END OF THE CLAUSE 4.37.2 AND THE INSERTION
OF AND B) THE COMPANY S ARTICLE S OF ASSOCIATION
BE AMENDED AS FOLLOWS : I) ARTICLE 107.2 BE AMENDED
BY THE IN SERTION OF THE FOLLOWING AS THE NINTH
BULLET POINT; II) BY THE DELETION OF THE ARTICLE
148.1 AND THE INSERTION OF A NEW ARTICLE 148.1;
III) BY THE DELETION OF ALL THE PROVISIONS OF
THE ARTICLE 148.2 WITH THE EXCEPTION OF THE FINAL
SEN TENCE; IV) BY THE INSERTION OF A NEW ARTICLE
148.6
S.13 APPROVE THAT THE COMPANY S ARTICLES OF ASSOCIATION Management For
BE FURTHER AMENDED BY MAKIN G THE CHANGES INDICATED
IN ACCORDANCE WITH THE DOCUMENTS PRODUCED TO
THE SIXTH AGM OF THE COMPANY AND INITIALED BY
THE CHAIRMAN FOR THE PURPOSES OF IDENTIFI CATION
- -----------------------------------------------------------------------------------------------------------------------------
CRH PLC AGM Meeting Date: 05/04/2005
Issuer: G25508105 ISIN: IE0001827041
SEDOL: 0182704, 4182249
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY S FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AN D THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A DIVIDEND ON THE ORDINARY SHARES Management For
3.1 ELECT MR. T.W. HILL AS A DIRECTOR, IN ACCORDANCE Management For
WITH ARTICLES 103
3.2 ELECT MR. D.M. KENNEDY AS A DIRECTOR, IN ACCORDANCE Management For
WITH ARTICLES 103.
3.3 ELECT MR. K. MCGOWAN AS A DIRECTOR, IN ACCORDANCE Management For
WITH ARTICLES 103
3.4 ELECT MR. A. OBRIEN AS A DIRECTOR, IN ACCORDANCE Management For
WITH ARTICLES 103
3.5 ELECT MR. J.L. WITTSTOCK AS A DIRECTOR, IN ACCORDANCE Management For
WITH ARTICLES 103
3.6 ELECT MR. N. HARTERY AS A DIRECTOR, IN ACCORDANCE Management For
WITH ARTICLES 109
3.7 ELECT DR. J.M.C. OCONNOR AS A DIRECTOR IN ACCORDANCE Management For
WITH ARTICLES 109
4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
5. APPROVE THAT AGGREGATE FEES OF THE NON-EXECUTIVE Management For
DIRECTOR SHALL NOT EXCEED EUR 750,000
S.6 AUTHORIZE THE COMPANY TO PURCHASE ORDINARY SHARES Management For
ON THE MARKET SECTION 212 O F THE COMPANIES
ACT , IN THE MANNER PROVIDED FOR IN ARTICLES
8A OF THE ARTICL ES OF ASSOCIATION OF THE COMPANY,
UP TO A MAXIMUM OF 10% OF THE ORDINARY SHAR ES;
AUTHORITY EXPIRE AT THE EARLIER OF THE CONCLUSION
OF THE AGM IN 2006 OR 0 3 AUG 2006
S.7 AUTHORIZE THE COMPANY TO RE-ISSUE TREASURY SHARES Management For
SECTION 209 OF THE COMPANIE S ACT IN THE MANNER
PROVIDED FOR IN ARTICLES 8B OF THE ARTICLES OF
ASSOCIATIO N OF THE COMPANY; AUTHORITY EXPIRES
EARLIER OF THE CONCLUSION AGM IN 2006 OR 03 AUG
2006
S.8 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH Management For
THE POWERS, PROVISION AND LIMITAT ION OF ARTICLES
11(E) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
TO ALLOT EQUITY SECURITIES FOR CASH AND IN RESPECT
OF SUB-PARAGRAPH (III) THERE OF UP T O AN AGGREGATE
NOMINAL VALUE OF EUR 9,056,000; AUTHORITY EXPIRES
AT THE EARLI ER OF THE CONCLUSION OF THE AGM
IN 2006 OR 03 AUG 2006
- -----------------------------------------------------------------------------------------------------------------------------
HEIDELBERGCEMENT AG, HEIDELBERG OGM Meeting Date: 05/04/2005
Issuer: D31709104 ISIN: DE0006047004 BLOCKING
SEDOL: 4418706, 5120679, 5848692, B0316V2
- -----------------------------------------------------------------------------------------------------------------------------
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 217,629,507.41 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.55 PER SHARE EUR 589,837.87
SHALL BE CARRIED FORWARD EUR 161,548,016.84 SHALL
BE ALLOCATED TO THE OTHER REVENUE RES ERVES;
EX-DIVIDEND 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. ELECT ERNST & YOUNG AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management
STUTTGART, AS THE AU DITORS FOR THE YEAR 2005
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management
SECTION 12(1), REGARDING EACH ME MBER OF THE
SUPERVISORY BOARD RECEIVING FROM THE 2005 FY
ON A FIXED ANNUL RE MUNERATION OF EUR 14,000
AND A VARIABLE ANNUAL REMUNERATION OF EUR 630
FOR EVE RY EUR 0.01 OF THE DIVIDEND INCREASE
IN EXCESS OF EUR 0.30 PER SHARE, THE CHAI RMAN
RECEIVING TWICE, THE DEPUTY CHAIRMAN ONE AND
A HALF TIMES, THESE AMOUNTS SECTION 12(3), REGARDING
COMMITTEE MEMBERS EXCEPT FOR MEMBERS OF THE
MEDIATIO N COMMITTEE RECEIVING AN ADDITIONAL
FIXED REMUNERATION OF EUR 3,500 MEMBERS OF THE
AUDIT COMMITTEE EUR 7,000 , THE COMMITTEE CHAIRMAN
RECEIVING TWICE THES E AMOUNTS
* PLEAE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
* Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
HEIDELBERGCEMENT AG, HEIDELBERG OGM Meeting Date: 05/04/2005
Issuer: D31738228 ISIN: DE000A0D66C1 BLOCKING
SEDOL: B06G5D9
- -----------------------------------------------------------------------------------------------------------------------------
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, ALONG WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND T HE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 217,629,507.41 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.55 PER SHARE EUR 589,837.87
SHALL BE CARRIED FORWARD EUR 161,548,016.84 SHALL
BE ALLOCATED TO THE OTHER REVENUE RES ERVES EX-DIVIDEND
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. ELECT ERNST & YOUNG AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management
STUTTGART AS THE AUD ITORS FOR THE FY 2005
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management
SECTION 12(1), REGARDING EACH ME MBER OF THE
SUPERVISORY BOARD RECEIVING FROM FY 2005 A
FIXED ANNUAL REMUNERA TION OF EUR 14,000 AND
A VARIABLE REMUNERATION OF EUR 630 FOR EVERY
EUR 0.01 O F THE DIVIDEND IN EXCESS OF EUR 0.30
PER SHARE, THE CHAIRMAN AN RECEIVING TWIC E,
THE DEPUTY CHAIRMAN 11/2 ONE AND A HALF TIMES,
THESE AMOUNTS; SECTION 12(3) , REGARDING COMMITTEE
MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE RECEIVING AN ADDITIONAL FIXED REMUNERATION
OF EUR 3,500 MEMBERS OF THE AUDIT COMMITTEE
EUR 7,000 , THE COMMITTEE CHAIRMEN RECEIVING
TWICE THESE AMOUNTS
- -----------------------------------------------------------------------------------------------------------------------------
HONG KONG & CHINA GAS CO LTD AGM Meeting Date: 05/04/2005
Issuer: Y33370100 ISIN: HK0003000038
SEDOL: 2436090, 5793907, 6436557
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE STATEMENT OF ACCOUNTS FOR THE YE Management For
31 DEC 2004 AND THE REPORTS OF TH E DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND Management For
3. RE-ELECT THE DIRECTORS Management Against
4. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY TO HOLD OFFIC E FROM THE CONCLUSION
OF THIS MEETING UNTIL THE CONCLUSION OF THE
NEXT AGM AN D AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
5. APPROVE THE EACH DIRECTOR S FEE AT THE RATE OF Management For
HKD 130,000 PER ANNUM AND IN TH E CASE OF CHAIRMAN
AND ADDITIONAL FEE AS THE RATE OF HKD 130,000
PER ANNUM
6.I AUTHORIZE THE DIRECTORS TO PURCHASE SHARES IN Management For
THE CAPITAL OF THE COMPANY DURIN G THE RELEVANT
PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS A ND REGULATIONS, NOT EXCEEDING
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUE
D SHARE CAPITAL; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
6.II AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGRE
GATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL
OF THE COMPANY OTHERWISE THAN PURSUANT TO A RIGHTS
ISSUE; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION O F THE NEXT AGM OF THE COMPANY OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM IS TO BE HELD BY LAW
6.III APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
6(I) AND 6(II), TO EXTEND THE GENERAL MANDATE
GRANTED TO THE DIRECTORS TO ALLOT, ISSUE AND
DEAL WITH TH E SHARES PURSUANT TO RESOLUTION
6(II), BY AN AMOUNT REPRESENTING THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL REPURCHASED
PURSUANT TO RESOLUTION 6(I), PROVIDED THAT SUCH
AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESOLUT ION
6S.IV AMEND THE ARTICLES OF ASSOCIATION BY CHANGING Management For
WORDS FROM ARTICLE 70 AND REPLAC ING WITH NEW
WORDS, REPLACING ARTICLE 95 AND 96 ENTIRELY WITH
NEW ONE
- -----------------------------------------------------------------------------------------------------------------------------
MOBISTAR SA, BRUXELLES EGM Meeting Date: 05/04/2005
Issuer: B60667100 ISIN: BE0003735496 BLOCKING
SEDOL: 5541979, 5677700
- -----------------------------------------------------------------------------------------------------------------------------
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. RECEIVE THE MANAGEMENT REPORT ON THE ANNUAL ACCOUNTS Non-Voting
OF THE COMPANY AS OF 31 D EC 2004
2. APPROVE THE REPORT OF THE STATUTORY AUDITORS Non-Voting
CONCERNING THE ANNUAL ACCOUNTS FO R 2004
3. APPROVE THE ANNUAL ACCOUNTS FOR THE YEAR 2004 Management
INCLUDING APPROPRIATION OF RESUL TS AS PRESENTED
IN THE ACCOUNTS WITH A DISTRIBUTION OF A GROSS
DIVIDEND OF EUR 2 PER SHARE, PAYABLE AS FROM
11 MAY 2005
4. GRANT DISCHARGE TO THE DIRECTORS AND THE STATUTORY Management
AUDITOR FOR FULFILLING THEI R MANDATE UNTIL 31
DEC 2004
5. APPROVE: TO RENEW THE MANDATES OF THE DIRECTORS Management
EXPIRE AT THE END OF THE ANNUA L SHAREHOLDERS
MEETING OF 2005; TO RENEW THE MANDATES OF MRS.
BRIGITTE BOURGO IN-CASTAGNET AND OF MESSRS. JAN
STEYAERT, SANJIV AHUJA, BERNARD GHILLEBAERT AN
D TIM LOWRY AND OF SA WIREFREE SERVICES BELGIUM
REPRESENTED BY MR. ALDO CARDOS O; THE DIRECTORS
WILL NOT BE REMUNERATED FOR THEIR SERVICES UNDER
THEIR MANDAT ES; AUTHORITY EXPIRE AFTER THE
ANNUAL GENERAL SHAREHOLDERS MEETING OF 2008
; TO RENEW THE MANDATES OF MRS. ANNEMIE NEYTS-
UYTTERBROEK AND OF SPARAXIS SA, REPRESENTED BY
MR. ERIC B.A. UCHE IN THE CAPACITY OF INDEPENDENT
DIRECTOR OF T HE COMPANY IN CONFORMITY WITH ARTICLE
524 SECTION 4 OF THE COMPANY CODE; AUTH ORITY
EXPIRES THE EARLIER OF THE ANNUAL GENERAL SHAREHOLDERS
MEETING OF 2008 OR AFTER THE ANNUAL GENERAL
SHAREHOLDERS MEETING OF 2006 AND THEIR REMUNERAT
ION SHALL BE FIXED AT EUR 30,000 PER COMPLETE
FY, THE PAYMENT OF THIS AMOUNT W ILL BE DONE
THE END OF THE GENERAL SHAREHOLDERS MEETING
OF THE CORRESPONDING FY, AN ADDITIONAL PAYMENT
OF EUR 2,000 WILL BE ACCORDED TO THEM EACH TIME
THEY PARTICIPATE IN A MEETING OF A COMMITTEE
OF THE COMPANY, THE GENERAL SHAREHOLD ERS MEETING
NOTES THAT MRS. NEYTS-UYTTERBROEK AND SPARAXIS
SA MATCH THE CRITE RIA OF INDEPENDENCE AS LAID
OUT IN ARTICLE 524 SECTION 4 PARAGRAPH 2, 2-4
OF T HE COMPANY CODE; THE APPOINTMENT OF MR.
MICHEL POIRIER AND MR. BERNARD MOSCHEN I CO-OPTED
BY THE BOARD OF DIRECTORS ON 26 JUL 2004 AS
DIRECTORS OF THE COMP ANY, THE DIRECTORS WILL
NOT BE REMUNERATED FOR THEIR SERVICES UNDER THEIR
MAND ATES; AUTHORITY EXPIRES AT THE END OF THE
GENERAL SHAREHOLDERS MEETING OF 20 08 ; THE
APPOINTMENT OF MR. ERIC DEKEULENEER CO-OPTED
BY THE BOARD OF DIRECTO RS ON 18 NOV 2004 AS
AN INDEPENDENT DIRECTOR OF THE COMPANY IN CONFORMITY
WIT H ARTICLE 524 SECTION 4 OF THE COMPANY CODE;
AUTHORITY EXPIRES AT THE END OF THE GENERAL
SHAREHOLDERS MEETING OF 2008 AND HIS REMUNERATION
IS FIXED AT EU R 30,000 PER COMPLETE FY, THE
PAYMENT OF THIS AMOUNT WILL BE DONE AT THE END
O F THE GENERAL SHAREHOLDERS MEETING OF THE
CORRESPONDING FY, AN ADDITIONAL PAY MENT OF EUR
2,000 WILL BE ACCORDED TO HIM EACH TIME HE PARTICIPATES
IN A MEETI NG OF A COMMITTEE OF THE COMPANY,
GENERAL SHAREHOLDERS MEETING NOTES THAT MR.
DEKEULENEER MATCHES THE CRITERIA OF INDEPENDENCE
AS LAID OUT IN ARTICLE 524 S ECTION 4 PARAGRAPH
2, 1-4 OF THE COMPANY CODE; THE APPOINTMENT OF
TWO CANDIDAT ES PRESENTED BY THE BOARD OF DIRECTORS
AS INDEPENDENT DIRECTORS OF THE COMPANY IN CONFORMITY
WITH ARTICLE 524 SECTION 4 OF THE COMPANY CODE;
AUTHORITY EXPI RES AT THE END OF THE GENERAL
SHAREHOLDERS MEETING OF 2008 AND THEIR REMUNER
ATION IS FIXED AT EUR 30,000 PER COMPLETE, THE
PAYMENT OF THIS AMOUNT WILL BE DONE AT THE END
OF THE GENERAL SHAREHOLDERS MEETING OF THE CORRESPONDING,
AN ADDITIONAL PAYMENT OF EUR 2,000 WILL BE ACCORDED
TO THEM EACH TIME THEY PARTIC IPATE IN A MEETING
OF A COMMITTEE OF THE COMPANY, GENERAL SHAREHOLDERS
MEETIN G NOTES THAT THE TWO CANDIDATES MATCH
THE CRITERIA OF INDEPENDENCE AS LAID OUT IN ARTICLE
524 SECTION 4 PARAGRAPH 2, 1 0.40 OF THE COMPANY
CODE
6. APPROVE TO RENEW THE MANDATE OF THE STATUTORY Management
AUDITOR OF THE COMPANY, ERNST & YOUNG SSC-REVISEURS
D ENTREPRISES, REPRESENTED BY MR. HERMAN VAN
DEN ABEELE; AUTHORITY EXPIRES AT THE END OF THE
GENERAL SHAREHOLDERS MEETING OF 2008 AND THE
REMUNERATION OF THE AUDITOR FOR THE ACCOMPLISHMENT
OF HIS STATUTORY DUTY IS SET AT EUR 225,000 PER
YEAR
7. AMEND ARTICLE 16, PARAGRAPH 2 OF THE ARTICLES Management
OF ASSOCIATION OF THE COMPANY
8. AMEND ARTICLE 24 OF THE ARTICLES OF ASSOCIATION Management
OF THE COMPANY
9. AMEND ARTICLE 26 OF THE ARTICLE OF ASSOCIATION Management
OF THE COMPANY
10. AMEND ARTICLE 32 OF THE ARTICLES OF ASSOCIATION Management
OF THE COMPANY
11. AMEND ARTICLE 48 OF THE ARTICLES OF ASSOCIATION Management
12. APPROVE TO EXPLICITLY ALLOW THE BOARD OF DIRECTORS, Management
IN CONFORMITY WITH THE COM PANY CODE, TO ACQUIRE
THE COMPANY S SHARES BY BUYING OR EXCHANGING
AT A PRICE THAT MAY NOT BE EITHER LOWER THAN
90% OR HIGHER THAN 110% OF THE AVERAGE CLOSI
NG PRICE OF THE 5 BUSINESS DAYS THAT PRECEDE
THE ACQUISITION OR EXCHANGE AUTH ORITY EXPIRES
AT A PERIOD OF 18 MONTHS FROM THE GENERAL SHAREHOLDERS
MEETING AND AMEND THE ARTICLE 48 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
13. AUTHORIZES MR. JOHAN VAN DEN CRUIJCE, WITH A Management
RIGHT OF SUBSTITUTION, TO RESTATE THE ARTICLES
OF ASSOCIATION OF THE COMPANY, TO SIGN AND TO
FILE THEM WITH THE CLERK OF THE COMMERCIAL COURT,
IN COMPLIANCE WITH THE LEGAL REQUIREMENTS ON
T HE SUBJECT
14. APPROVE THE MERGER PROPOSAL OF 07 FEB 2005 DRAFTED Management
BY THE CORRESPONDING MANAGE MENT OF ABSORBING
AND ABSORBED COMPANY THAT WAS FILED WITH THE
COMMERCIAL COUR T OF BRUSSELS ON 16 FEB 2005;
CONSEQUENTLY, THE MEETING AGREES TO THE OPERATIO
N BY WHICH THE ABSORBING COMPANY ABSORBS THE
ABSORBED COMPANY BY WAY OF OPERAT ION TREATED
AS A MERGER BY ABSORPTION; BY THIS OPERATION,
THE TOTALITY OF THE ASSETS AND LIABILITIES OF
THE ABSORBED COMPANY WITH NO EXCEPTIONS OR RESERVATI
ONS IS TRANSFERRED TO THE ABSORBING COMPANY;
ALL OPERATIONS PERFORMED BY THE A BSORBED COMPANY
AS FROM 01 JAN 2005 ARE CONSIDERED FROM AN ACCOUNTING
POINT OF VIEW AS HAVING BEEN REALIZED ON BEHALF
OF THE ABSORBING COMPANY; SHARES OR PR EFERENTIAL
SECURITIES, THERE DO NOT EXIST ANY SHARES OR
PREFERENTIAL SECURITIE S IN THE ABSORBED COMPANY
TO WHICH ANY PREFERENTIAL RIGHTS HAVE BEEN ACCORDED;
THERE ARE NO SPECIAL ADVANTAGES THAT HAVE BEEN
ACCORDED TO BOARD MEMBERS OF M ERGED COMPANIES;
APPROVES THE TRANSFER OF THE TOTALITY OF THE
ESTATE OF THE AB SORBED COMPANY, ASSETS AS WELL
AS LIABILITIES THE ESTATE COMPRISES THE TOTALIT
Y OF THE RIGHTS AND OBLIGATIONS OF THE ABSORBED
COMPANY, INCLUDING ALL PHYSICA L AND NON- PHYSICAL
ASSETS, CURRENT CONTRACTS, DEBTS, ETC; THE MEETING
GRANTS POWER TO THE BOARD OF DIRECTORS TO IMPLEMENT
THE DECISIONS TAKEN
15. APPROVE THE PLAN TO PURCHASE SHARES OF MOBISTAR Management
2005 BY PERSONNEL DISCOUNTED STOCK PURCHASE
PLAN AS PRESENTED BY THE BOARD OF DIRECTORS
16. APPROVE THE CORPORATE GOVERNANCE Non-Voting
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU.
- -----------------------------------------------------------------------------------------------------------------------------
ROLLS-ROYCE GROUP PLC, LONDON AGM Meeting Date: 05/04/2005
Issuer: G7630U109 ISIN: GB0032836487
SEDOL: 3283648, 7618514
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
FINANCIAL STATEMENTS FOR T HE YE 31 DEC 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
3. RE-ELECT MR. S.M. ROBERTSON AS A DIRECTOR OF Management For
THE COMPANY
4. RE-ELECT MR. I.C. CONN AS A DIRECTOR OF THE COMPANY Management For
5. RE-ELECT SIR JOHN TAYLOR AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT HON. A.L. BONDURANT AS A DIRECTOR OF Management For
THE COMPANY
7. RE-ELECT MR. J.P, CHEFFINS AS A DIRECTOR OF THE Management For
COMPANY
8. RE-ELECT MR. J.M. GUYETTE AS A DIRECTOR OF THE Management For
COMPANY
9. RE-ELECT MR. A.B. SHILSTON AS A DIRECTOR OF THE Management For
COMPANY
10. RE-APPOINT KPMG AUDIT PLC AS THE COMPANY S AUDITORS Management For
UNTIL THE NEXT GENERAL MEE TING AT WHICH FINANCIAL
STATEMENTS ARE LAID AND AUTHORIZE THE DIRECTORS
TO AGR EE THE AUDITORS REMUNERATION
11. AUTHORIZE THE DIRECTORS: A) ON ONE OR MORE OCCASIONS, Management For
TO CAPITALIZE SUCH SUMS AS THEY MAY DETERMINE
FROM TIME TO TIME BUT NOT EXCEEDING THE AGGREGATE
SUM OF GBP 200 MILLION, STANDING TO THE CREDIT
OF THE COMPANY S MERGER RESERVE OR SU CH OTHER
RESERVES AS THE COMPANY MAY LEGALLY USE IN PAYING
UP IN FULL AT PAR, UP TO 200 BILLION NON-CUMULATIVE
REDEEMABLE CONVERTIBLE PREFERENCE SHARES WITH
A NOMINAL VALUE OF 0.1 PENCE EACH B SHARES
FROM TIME TO TIME HAVING THE RIG HTS AND BEING
SUBJECT TO THE RESTRICTIONS CONTAINED IN THE
ARTICLES OF ASSOCIA TION OF THE COMPANY AND ANY
TERMS OF THEIR ISSUE; B) PURSUANT TO SECTION
80 OF THE COMPANIES ACT 1985, AS AMENDED, TO
EXERCISE ALL POWERS OF THE COMPANY TO ALLOT AND
DISTRIBUTE B SHARES CREDITED AS FULLY PAID UP
TO AN AGGREGATE NOMINA L AMOUNT OF
200 MILLION TO THE HOLDERS OF ORDINARY
SHARES OF 2 0 PENCE EACH ON THE REGISTER OF MEMBERS
ON ANY DATES DETERMINED BY THE DIRECTO RS FROM
TIME TO TIME AND ON THE BASIS OF THE NUMBER OF
B SHARES FOR EVERY ORDI NARY SHARE HELD AS MAY
BE DETERMINED BY THE DIRECTORS FROM TIME TO TIME;
AND AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; AND C) T O DO ALL
ACTS AND THINGS THEY MAY CONSIDER NECESSARY OR
DESIRABLE TO GIVE EFFE CT TO THIS RESOLUTION
AND TO SATISFY ANY ENTITLEMENT TO B SHARES HOWSOEVER
ARI SING
12. APPROVE, FOR THE PURPOSES OF ARTICLE 112(A) OF Management For
THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO
INCREASE THE MAXIMUM AMOUNT OF THE ORDINARY REMUNERATION
OF TH E DIRECTORS FROM GBP 600,000 TO GBP 850,000;
AND SUCH AMOUNT AS THE DIRECTORS DETERMINE SHOULD
BE PAID TO THE DIRECTORS BY WAY OF ORDINARY REMUNERATION
IN A NY YEAR SHALL BE DIVIDED AMONG THOSE DIRECTORS
WHO DO NOT HOLD ANY EXECUTIVE O FFICE
S.13 APPROVE THAT THE SECTION 80 AMOUNT AS DEFINED Management For
IN ARTICLE 10(D) SHALL BE GBP 11 7,133,532
S.14 APPROVE THAT THE SECTION 89 AMOUNT AS DEFINED Management For
IN ARTICLE 10(D) SHALL BE GBP 17 ,570,029
S.15 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 ITS UP TO 173,313,853
ORDINARY SHARES OF 20 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 20 PENCE
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARE S DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOU
S 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2006 OR 18 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAK E A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
CATTLES PLC AGM Meeting Date: 05/05/2005
Issuer: G19684102 ISIN: GB0001803666
SEDOL: 0180366, 5830105, B05P1C8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT, THE FINANCIAL Management For
STATEMENTS AND THE AUDITORS REPO RT
2. DECLARE A FINAL DIVIDEND Management For
3.A RE-APPOINT MR. F. DEE AS A DIRECTOR Management For
3.B RE-ELECT MR. D.A. HAXBY AS A DIRECTOR Management For
3.C RE-ELECT MR. S.P. MAHON AS A DIRECTOR Management For
3.D RE-ELECT MR. I.S. CUMMINE AS A DIRECTOR Management For
3.E RE-ELECT MR. B. COTTINGHAM AS A DIRECTOR Management For
4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
5. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
S.7 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
EXERCISE ALL THE POWERS OF THE CO MPANY TO ALLOT
RELEVANT OF THE COMPANIES ACT 1985
S.8 APPROVE TO RENEW THE DIRECTORS POWERS TO ALLOT Management For
EQUITY SECURITIES PURSUANT TO SECTION 95 OF THE
COMPANIES ACT
S.9 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
OF ITS ORDINARY SHARES FOR THE PURPOSES OF SECTION
166 OF THE COMPANIES ACT
S.10 APPROVE TO INCREASE THE LIMIT ON NON - EXECUTIVE Management For
DIRECTORS FEES
S.11 AMEND THE COMPANY S ARTICLES OF ASSOCIATION Management For
S.12 APPROVE THE CATTLES LONG TERM INCENTIVE PLAN 2005 Management For
S.13 APPROVE THE CATTLES EXECUTIVE SHARE OPTION SCHEME Management For
2005
- -----------------------------------------------------------------------------------------------------------------------------
GKN PLC AGM Meeting Date: 05/05/2005
Issuer: G39004232 ISIN: GB0030646508
SEDOL: 3064650
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE REPORT OF THE DIRECTORS Management For
AND THE AUDITED STATEMENT OF ACC OUNTS FOR THE
YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 8.0P PER 50P ORDINARY Management For
SHARE FOR THE YE 31 DEC 2004 PAYABLE TO SHAREHOLDERS
ON THE REGISTER OF MEMBERS AT THE CLOSE OF BUSINESS
O N 15 APR 2005
3. RE-ELECT MR. R.J. CLOWES AS A DIRECTOR Management For
4. RE-ELECT MR. J.N. SHELDRICK AS A DIRECTOR Management For
5. RE-ELECT MR. N.M. STEIN AS A DIRECTOR Management For
6. RE-ELECT SIR PETER WILLIAMS AS A DIRECTOR Management For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
9. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For
AND THE ACCOUNTS FOR THE YE 31 DEC 2004
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
PROVISIONS OF ARTICLE 6(B) OF TH E COMPANY S
ARTICLES OF ASSOCIATION AND THE COMPANIES ACT
1985 THE ACT TO MA KE MARKET PURCHASES SECTION
163(3) OF THE ACT OF UP TO 72,234,688 ORDINARY
SHARES OF 50P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 50P AN D UP TO 105% OF
THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED F ROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINES
S DAYS; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF TH E COMPANY OR
05 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AF TER SUCH EXPIRY
S.11 AMEND THE ARTICLES OF THE ASSOCIATION OF THE Management For
COMPANY BY DELETING THE ARTICLE 1 54 AND INSERTING
THE NEW ONE
- -----------------------------------------------------------------------------------------------------------------------------
HAMMERSON PLC AGM Meeting Date: 05/05/2005
Issuer: G4273Q107 ISIN: GB0004065016
SEDOL: 0406501
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
FINANCIAL STATEMENTS FOR THE Y E 31 DEC 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND OF 12.47 PENCE PER ORDINARY Management For
SHARE, PAYABLE IN CASH
4. RE-ELECT MR. R.J.G. RICHARDS AS A DIRECTOR OF Management For
THE COMPANY
5. RE-ELECT MR. R.J.O. BARTON AS A DIRECTOR OF THE Management For
COMPANY
6. RE-ELECT MR. J.C. CLARE AS A DIRECTOR OF THE COMPANY Management For
7. RE-ELECT MR. S.R. MELLISS AS A DIRECTOR OF THE Management For
COMPANY
8. RE-ELECT MR. G.F. PIMLOTT AS A DIRECTOR OF THE Management For
COMPANY
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY
10. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For
OF THE AUDITORS
11. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH 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 23,298,898; AUTHORITY
EXPIRES ON THE DATE OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
E XPIRY
S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT
TO THE AUTHO RITY CONFERRED BY RESOLUTION 11,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUIT Y SECURITIES: A) IN
CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY
SHAREH OLDERS; B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 3,465,657; AUTHORITY EXPI RES
UPON THE EXPIRY OF THE GENERAL AUTHORITY CONFERRED
BY RESOLUTION 11 ; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
I N PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANI ES ACT 1985 OF
UP TO 41,310,636 ORDINARY SHARES OF 25 PENCE
EACH OF THE COMPA NY, AT A MINIMUM PRICE OF 25
PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFIC IAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 04 NOV 206 ; THE COMPANY, BE
FORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
14. AUTHORIZE THE DIRECTORS TO EXTEND THE DURATION Management For
OF THE 1995 APPROVED EXECUTIVE SHARE OPTION SCHEME
AND THE UNAPPROVED EXECUTIVE SHARE OPTION SCHEME
THE SCHE ME FOR A FURTHER PERIOD OF 10 YEARS
AND ALTER THE SCHEME AS SPECIFIED
15. APPROVE: A) THE SHARE INCENTIVE PLAN THE PLAN Management For
AS SPECIFIED B) AND AUTHORIZE THE DIRECTOR TO
SUCH MINOR MODIFICATIONS OR AMENDMENTS TO THE
PLAN AS THEY MAY CONSIDER NECESSARY AND DESIRABLE;
C) AND AUTHORIZE THE DIRECTORS TO ESTABLISH ONE
OR MORE FURTHER PLANS OR BENEFITS OF OVERSEAS
EMPLOYEES BASED ON THE PLAN BUT SUBJECT TO SUCH
MODIFICATIONS AS THE DIRECTORS MAY CONSIDER NECESSARY
OR DESIRABLE TAKE ACCOUNT OF OVERSEAS SECURITIES
LAWS; EXCHANGE CONTROLS AND TAX LEGISLATION;
PROVIDED ANY AWARDS MADE UNDER SUCH FURTHER PLANS
SHALL COUNT AGA INST THE LIMITS ON INDIVIDUAL
PARTICIPATION UNDER THE PLAN AND ANY SHARES ISSU
ED UNDER ANY SUCH FURTHER PLANS SHALL COUNT AGAINST
ANY LIMITS ON THE ISSUE OF NEW SHARES UNDER THE
PLAN
S.16 AMEND THE ARTICLES OF ASSOCIATION BY REPLACING Management For
GBP 350,000 IN LINE 4 OF ARTICL E 87 WITH GBP
750,000 AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LTD AGM Meeting Date: 05/05/2005
Issuer: G46714104 ISIN: KYG467141043
SEDOL: B032D70, B039V77, B03H2N4, B03H319
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS Management
AND THE REPORTS OF THE D IRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2. RE-ELECT THE DIRECTORS OF THE COMPANY AND AUTHORIZE Management
THE BOARD OF DIRECTORS TO FIX THE DIRECTORS REMUNERATION
3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION
4.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management
ISSUE AND DEAL WITH NEW SHARE S IN THE CAPITAL
OF THE COMPANY AND TO ALLOT , ISSUE OR GRANT
SECURITIES CONVE RTIBLE INTO SHARES, OR OPTIONS,
WARRANTS OR SIMILAR RIGHTS TO SUBSCRIBE FOE AN
Y SHARES OR SUCH CONVERTIBLE SECURITIES AND TO
MAKE OR GRANT OFFERS, AGREEMENT S AND OPTIONS
DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING
20% OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY OTHERWISE T HAN
PURSUANT TO A RIGHTS ISSUE; OR THE EXERCISE OF
ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT;
OR ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EX PIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED
BY THE ARTICLES O F ASSOCIATION OF THE COMPANY
OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO
BE HELD
4.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management
OR REPURCHASE SHARES OF THE COMPANY DURING THE
RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG
KONG LIMITE D THE STOCK EXCHANGE OR ANY OTHER
STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY
HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY
THE SECURITIES AND FUTURE S COMMISSION UNDER
THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH
PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE
AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE
IN ACCORDANCE WITH A LL APPLICABLE LAWS AND REGULATIONS,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EAR LIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED
BY THE ARTICLES OF ASSOCIATION O F THE COMPANY
OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO
BE HELD
4.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management
4(A) AND 4(B), TO ADD THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY T HE COMPANY PURSUANT TO RESOLUTION 4(B),
TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT
TO RESOLUTION 4(A) , PROVIDED THAT SUCH AMOUNT
SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOU NT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESO LUTION
S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management
BY DELETING THE EXISTING ARTI CLE 87.(1) IN ITS
ENTIRETY AND REPLACING IT WITH A NEW ONE
- -----------------------------------------------------------------------------------------------------------------------------
HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LTD AGM Meeting Date: 05/05/2005
Issuer: G46714104 ISIN: KYG467141043
SEDOL: B032D70, B039V77, B03H2N4, B03H319
- -----------------------------------------------------------------------------------------------------------------------------
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 229126, DUE TO CHANGE IN T HE NUMBER OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS Management For
AND THE REPORTS OF THE D IRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2.A RE-ELECT MR. DENNIS POKMAN LUI AS A DIRECTOR Management For
2.B RE-ELECT MR. TIM LINCOLN PENNINGTON AS A DIRECTOR Management For
2.C RE-ELECT MR. CHAN TING YU AS A DIRECTOR Management For
2.D RE-ELECT MR. WOO CHIU MAN, CLIFF AS A DIRECTOR Management For
2.E RE-ELECT MRS. CHOW WOO MO FONG, SUSAN AS A DIRECTOR Management For
2.F RE-ELECT MR. FRANK JOHN SIXT AS A DIRECTOR Management For
2.G RE-ELECT MR. KWAN KAI CHEONG AS A DIRECTOR Management For
2.H RE-ELECT MR. JOHN W. STANTON AS A DIRECTOR Management For
2.I RE-ELECT MR. KEVIN WESTLEY AS A DIRECTOR Management For
2.J AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE DIRECTORS Management For
REMUNERATION
3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION
4.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH NEW SHARE S IN THE CAPITAL
OF THE COMPANY AND TO ALLOT , ISSUE OR GRANT
SECURITIES CONVE RTIBLE INTO SHARES, OR OPTIONS,
WARRANTS OR SIMILAR RIGHTS TO SUBSCRIBE FOE AN
Y SHARES OR SUCH CONVERTIBLE SECURITIES AND TO
MAKE OR GRANT OFFERS, AGREEMENT S AND OPTIONS
DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING
20% OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY OTHERWISE T HAN
PURSUANT TO A RIGHTS ISSUE; OR THE EXERCISE OF
ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT;
OR ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EX PIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED
BY THE ARTICLES O F ASSOCIATION OF THE COMPANY
OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO
BE HELD
4.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
OR REPURCHASE SHARES OF THE COMPANY DURING THE
RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG
KONG LIMITE D THE STOCK EXCHANGE OR ANY OTHER
STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY
HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY
THE SECURITIES AND FUTURE S COMMISSION UNDER
THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH
PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE
AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE
IN ACCORDANCE WITH A LL APPLICABLE LAWS AND REGULATIONS,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EAR LIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED
BY THE ARTICLES OF ASSOCIATION O F THE COMPANY
OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO
BE HELD
4.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
4(A) AND 4(B), TO ADD THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY T HE COMPANY PURSUANT TO RESOLUTION 4(B),
TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT
TO RESOLUTION 4(A) , PROVIDED THAT SUCH AMOUNT
SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOU NT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESO LUTION
S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY DELETING THE EXISTING ARTI CLE 87.(1) IN ITS
ENTIRETY AND REPLACING IT WITH A NEW ONE
- -----------------------------------------------------------------------------------------------------------------------------
LLOYDS TSB GROUP PLC OGM Meeting Date: 05/05/2005
Issuer: G5542W106 ISIN: GB0008706128
SEDOL: 0870612, 5460524
- -----------------------------------------------------------------------------------------------------------------------------
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 OF THE AUDITORS FOR THE YE 31 DEC 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For
IN THE REPORT AND ACCOUNT S
3.a ELECT SIR JULIAN HORN-SMITH AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 79 OF THE COMPANY S ARTICLES
OF ASSOCIATION
3.b ELECT MR. G.T. TATE AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 79 OF THE COMPANY S ARTICLES OF
ASSOCIATION
4.a RE-ELECT MR. G.J.N GEMMELL AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 82 OF THE COMPANY S ARTICLES
OF ASSOCIATION
4.b RE-ELECT MR. M. E. FAIREY AS A DIRECTOR, WHO Management For
RETIRES UNDER ARTICLE 82 OF THE C OMPANY S ARTICLES
OF ASSOCIATION
4.c RE-ELECT DR. D.S. JULIUS AS A DIRECTOR, WHO RETIRES Management For
UNDER ARTICLE 82 OF THE CO MPANY S ARTICLES OF
ASSOCIATION
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
6. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For
OF THE AUDITORS
7. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY PARAGRAPH 9.2 OF THE ARTICLE 9 OF
THE COMPANY S ARTICLES OF ASSOCIATION, FOR THE
PERIOD ENDING ON THE DAY OF THE AGM IN 2006 OR
ON 04 AUG 2006, WHICHEVER IS EARLIER, AND FOR
THAT PERIOD THE SECTION 80 AMOUNT SHALL BE GBP
40,000,000 USD 40,000,000, EUR 40,000,000 AND
JPY 1,250,000,000
S.8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS, SUBJECT TO THE PASS ING OF RESOLUTION
7, BY PARAGRAPH 9.3 OF THE ARTICLE 9 OF THE COMPANY
S ARTICL ES OF ASSOCIATION AND FOR THAT PERIOD
THE SECTION 89 AMOUNT SHALL BE GBP 70,94 2,899
S.9. APPROVE TO RENEW THE AUTHORITY GIVEN TO THE COMPANY, Management For
TO MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 567 MILLION ORDINARY SHARES
O F 25P 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 STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHOR
ITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY IN 20 066 OR 04 NOV
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PU RCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SU CH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC AGM Meeting Date: 05/05/2005
Issuer: G72899100 ISIN: GB0007099541
SEDOL: 0709954, 5395864, B01DPD5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Management For
THE FINANCIAL STATEMENTS FOR YE 31 DEC 2004 WITH
THE AUDITOR S REPORT THEREON
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
3. RE-ELECT MR. C.P. MANNING AS A DIRECTOR Management For
4. RE-ELECT MR. R.G. MENDOZA AS A DIRECTOR Management For
5. RE-ELECT MR. G.M. WOOD AS A DIRECTOR Management For
6. ELECT MR. J.H. ROSS AS A DIRECTOR Management For
7. ELECT MR. M.W.O. GARRETT AS A DIRECTOR Management For
8. ELECT MR. K.B. DADISETH AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR UNTIL Management For
THE CONCLUSION OF THE NEXT GENE RAL MEETING AT
WHICH THE COMPANY S ACCOUNTS ARE LAID AND AUTHORIZE
THE DIRECTO RS TO FIX THE AMOUNT OF ITS REMUNERATION
10. DECLARE A FINAL DIVIDEND OF 10.65 PENCE PER ORDINARY Management For
SHARE OF THE COMPANY FOR THE YE 31 DEC 2004,
WHICH SHALL BE PAYABLE TO SHAREHOLDERS WHO ARE
ON THE REGI STER OF MEMBERS AT THE CLOSE OF BUSINESS
ON 18 MAR 2005
11. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY OR PURSUANT TO AR TICLE 12 OF THE
COMPANY S ARTICLES OF ASSOCIATION TO ALLOT RELEVANT
SECURITIES SECTION 80 OF THE COMPANIES ACT 1985
WITH THE SECTION 80 AMOUNT IN RESPECT OF THE
COMPANY S ORDINARY SHARES SHALL BE GBP 31,220,000
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
S.12 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For
SECTION 94 OF THE COMPANIE S ACT 1985 FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS
BY A RTICLE 13 OF THE COMPANY S ARTICLES OF ASSOCIATION
SUBJECT TO RESOLUTION 11 AND FOR THIS PURPOSE
ALLOTMENT OF EQUITY SECURITIES SHALL INCLUDE
A SALE OF RE LEVANT SHARES AS PROVIDED IN SECTION
94(3A) OF THAT ACT AS IF SECTION 89(1) PR OVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: I TH E MAXIMUM AGGREGATE
NOMINAL AMOUNT OF EQUITY SECURITIES THAT MAY
BE ALLOTTED O R SOLD PURSUANT TO THE AUTHORITY
UNDER ARTICLE 13(B) IS GBP 5,900,000; AND II
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPA NY
s.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 58 Management For
OF THE COMPANY S ARTICLES OF ASS OCIATION AND
IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES
ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE ACT OF UP TO 237 MILLION ORDINARY SH
ARES OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE EXCLUS IVE OF EXPENSES OF
5 PENCE AND EQUAL TO 105% OF THE AVERAGE OF THE
MIDDLE MAR KET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OF FICIAL
LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE
OF PURCHASE; AUTHORIT Y EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY TO BE HELD IN 2006
OR 18 MONTHS ; 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
S.14 AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED Management For
- -----------------------------------------------------------------------------------------------------------------------------
RECKITT BENCKISER PLC AGM Meeting Date: 05/05/2005
Issuer: G7420A107 ISIN: GB0007278715
SEDOL: 0727871, 5861268
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For
FY 2004, WHICH ENDED ON 31 DEC 2 004 AND THE
REPORTS OF THE DIRECTORS AND AUDITORS THEREON
2. APPROVE THE DIRECTOR S REMUNERATION REPORT AND Management Against
THAT PART OF THE REPORT OF THE AUDITORS WHICH
REPORTS THEREON
3. APPROVE A FINAL DIVIDEND OF 18P PER ORDINARY Management For
SHARE BE PAID ON 26 MAY 2005 TO A LL ORDINARY
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF
BUSINESS ON 04 MAR 20 05
4. RE-ELECT MR. ADRIAN BELLAMY AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
5. RE-ELECT MR. GEORGE GREENER AS A DIRECTOR, UNDER Management For
COMBINED CODE PROVISION A.7.2
6. ELECT MR. GRAHAM MACKAY AS A DIRECTOR Management For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY TO HOLD OFFIC E UNTIL THE CONCLUSION
OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO
FIX THEI R REMUNERATION
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For
FOR ALL EXISTING AUTHO RITIES, TO ALLOT RELEVANT
SECURITIES WITHIN THE MEANING OF SECTION 80
OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 25,438,000 AUTHO RITY
EXPIRES 5 YEARS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION ; AND THE DIRECTORS MAY MAKE
ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY
BE EXERCIS ED AFTER THE RELEVANT PERIOD AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES A FTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT M ADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 8 AND PURSUANT T O SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
WITHIN THE MEANING OF SECTION 94 OF THAT ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERR ED
BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOT MENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
SAID ACT, DISAPPL YING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWE
R IS LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES
IN CONNECTION WITH A RI GHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS
AND B ) UP TO AN AGGREGATE NOMINAL VALUE OF GBP
3,815,000 AUTHORITY EXPIRES THE EAR LIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY AND
AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For
OF THE COMPANY S ARTICLES OF ASSO CIATION OF
THE COMPANY AS PER SECTION 166 OF THE COMPANIES
ACT 1985, TO MAKE M ARKET PURCHASES SECTION
163(3) OF THE COMPANIES ACT 1985 OF ORDINARY
SHARES OF 10 10/19P EACH IN THE CAPITAL OF THE
COMPANY (A) THE MAXIMUM NUMBER OF ORDI NARY SHARES
WHICH MAY PURCHASED IS 72,500,000 ORDINARY SHARES
REPRESENTING LE SS THAN 10% OF THE COMPANY S
ISSUED ORDINARY SHARE CAPITAL AS AT 06 MAR 2005
; (B)THE MAXIMUM PRICE AT WHICH ORDINARY SHARES
MAY BE PURCHASED IS AN AMOUNT E QUAL TO 5% ABOVE
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR
THE ORDINARY SHARES AS TAKEN FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
P REVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF T HE NEXT AGM
OF THE COMPANY OR 04 NOV 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MA Y MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WH OLLY OR PARTLY AFTER SUCH EXPIRY; (D) ORDINARY
SHARES CANCELLED IMMEDIATELY UP ON COMPLETION
OF THE PURCHASE OR TRANSFERRED OR OTHERWISE DEALT
WITH AS TREASU RY SHARES IN ACCORDANCE WITH THE
PROVISIONS OF THE COMPANIES ACT 1985
11. APPROVE A) THE RECKITT BENCKISER 2005 SAVINGS-RELATED Management For
SHARE OPTION PLAN, AS SP ECIFIED IN THE NOTICE
OF THE 2005 AGM DATED 06 APR 2005 AND IN THE
FORM OF THE DRAFT RULES PRODUCED TO THE MEETING
BE AND IS HEREBY ADOPTED AND THAT THE DIR ECTORS
OR A COMMITTEE OF THE BOARD OF DIRECTORS BE AUTHORIZED
TO DO ALL ACTS A ND THINGS NECESSARY OR DESIRABLE
TO AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAM
E INCLUDING ANY CONSEQUENTIAL AMENDMENTS TO OBTAIN
THE APPROVAL OF THE INLAND REVENUE UNDER THE
PROVISIONS OF PART 6, CHAPTER 7 AND SCHEDULE
3 TO THE INCOME TAX (EARNINGS AND PENSIONS) ACT
2003 AND B) THE DIRECTORS BE AUTHORIZED TO VO
TE AND BE COUNTED IN THE QUORUM ON ANY MATTER
CONNECTED WITH THE PLAN REFERRED TO IN PARAGRAPH
A) OF THIS RESOLUTION EXCEPT THAT A DIRECTOR
MAY NOT BE COUN TED IN A QUORUM OR VOTE IN RESPECT
OF HIS OWN PARTICIPATION AND ANY PROHIBITI ON
ON VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY BE AND IS HEREBY RELAXED ACCORDINGLY
12. APPROVE A) THE RECKITT BENCKISER 2005 GLOBAL Management For
STOCK PROFIT PLAN IN THE NOTICE O F THE 2005
AGM DATED 06 APR 2005, AND IN THE FORM OF THE
DRAFT RULES PRODUCED TO THE MEETING BE ADOPTED
AND THAT THE DIRECTORS, OR A COMMITTEE OF THE
BOARD OF DIRECTORS, BE AUTHORIZED TO DO ALL ACTS
AND THINGS NECESSARY OR DESIRABLE T O AMEND,
IMPLEMENT OR GIVE EFFECT TO THE SAME AND B) THE
DIRECTORS BE AUTHORIZ ED TO VOTE AND BE COUNTED
IN THE QUORUM ON ANY MATTER CONNECTED WITH THE
PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION
EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN
A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY P ROHIBITION ON VOTING CONTAINED IN
THE ARTICLES OF ASSOCIATION OF THE COMPANY B
E RELAXED ACCORDINGLY
13. APPROVE A) THE RECKITT BENCKISER 2005 USA SAVINGS-RELATED Management For
SHARE OPTION PLAN, I N THE NOTICE OF THE 2005
AGM DATED 06 APR 2005, AND IN THE FORM OF THE
DRAFT R ULES PRODUCED TO THE MEETING BE ADOPTED
AND THAT THE DIRECTORS BE AUTHORIZED T O DO ALL
ACTS AND THINGS NECESSARY OR DESIRABLE TO AMEND,
IMPLEMENT, OR GIVE E FFECT TO THE SAME AND (B)
THE DIRECTORS BE AUTHORIZED TO VOTE AND BE COUNTED
I N THE QUORUM ON ANY MATTER CONNECTED WITH THE
PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION
EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN
A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAI NED IN
THE ARTICLES OF ASSOCIATION OF THE COMPANY BE
ACCORDINGLY
14. AMEND THE RULES OF THE RECKITT BENCKISER SENIOR Management For
EXECUTIVE SHARE OWNERSHIP POLI CY PLAN OF THE
NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND
IN THE FORM OF TH E DRAFT RULES PRODUCED TO THE
MEETING, AND THAT THE DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO CARRY IT INTO EFFECT
- -----------------------------------------------------------------------------------------------------------------------------
REXAM PLC AGM Meeting Date: 05/05/2005
Issuer: G1274K113 ISIN: GB0004250451
SEDOL: 0425045, 5848896
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ANNUAL REPORT AND GROUP Management For
ACCOUNTS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT Management For
3. DECLARE THE 2004 FINAL DIVIDEND ON THE ORDINARY Management For
SHARES
4. ELECT MR. W.R. BARKER AS A DIRECTOR Management For
5. RE-ELECT MR. R.L. BORJESSON AS A DIRECTOR Management For
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS AND AUTHORIZE THE DIRECT ORS TO DETERMINE
THEIR REMUNERATION
7. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
6 OF THE COMPANY S ARTICLE S OF ASSOCIATION AND
FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES
ACT 1985 THE ACT , TO ALLOT RELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GB P 140,800,000;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM IN 2006 OR 04 AUG 2006
S.8 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
7 OF THE COMPANY S ARTICLE S OF ASSOCIATION AND
UNDER SECTION 95 OF THE ACT, TO ALLOT EQUITY
SECURITIES SECTION 94(3A) OF THE ACT , DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECT ION 89(1)
OF THE ACT , PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN
CONNECTION WITH A RIGHTS ISSUE; AND B) UP TO
AN AGGR EGATE NOMINAL AMOUNT OF GBP 17,700,000;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR ON 04 AUG
2006
S.9 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For
11 OF THE COMPANY S ARTICLES OF ASSOCIATION AND
THE ACT AND FOR THE PURPOSE OF SECTION 166 OF
THE COMPANIE S ACT 1985, TO MAKE MARKET PURCHASES
SECTION 163 OF THE ACT OF UP TO 55,000, 000
MILLION ORDINARY SHARES OF 64 2/7 PENCE EACH
IN THE CAPITAL OF THE COMPANY , AT A MINIMUM
PRICE OF 64 2/7 PENCE AND UP TO 105% OF THE AVERAGE
MIDDLE MARK ET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFF ICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM IN 2006 OR 04 NOV 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
SMITH & NEPHEW PLC AGM Meeting Date: 05/05/2005
Issuer: G82343164 ISIN: GB0009223206
SEDOL: 0922320, 4228499
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE REPORT AND THE ACCOUNTS Management For
2. DECLARE A FINAL DIVIDEND Management For
3. APPROVE THE REMUNERATION REPORT Management For
4. RE-ELECT MR. JOHN BUCHANAN Management For
5. RE-ELECT MR. BRAIN LARCOMBE Management For
6. RE-ELECT DR. PAMELA KIRBY Management For
7. RE-APPOINT THE AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
9. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For
ALLOT SHARES
S.10 APPROVE TO RENEW THE DIRECTORS AUTHORITY FOR Management For
THE DISAPPLICATION OF THE PRE-EM PTION RIGHTS
S.11 APPROVE TO RENEW THE DIRECTORS LIMITED AUTHORITY Management For
TO MAKE MARKET PURCHASES OF THE COMPANY S OWN
SHARES
- -----------------------------------------------------------------------------------------------------------------------------
TRINITY MIRROR PLC AGM Meeting Date: 05/05/2005
Issuer: G90637102 ISIN: GB0009039941
SEDOL: 0903994, 5828003
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT, THE FINANCIAL Management For
STATEMENTS AND THE AUDITORS REPO RT FOR THE
53 WEEKS ENDED 02 JAN 2005
2. RECEIVE AND ADOPT THE REMUNERATION REPORT INCLUDING Management For
THE REMUNERATION COMMITTEE S REMUNERATION POLICY
FOR EXECUTIVE DIRECTORS AS SET OUT IN THE ANNUAL
REPORT AND THE ACCOUNTS FOR THE 53 WEEKS ENDED
05 JAN 2005
3. DECLARE A FINAL DIVIDEND IN RESPECT OF THE 53 Management For
WEEKS ENDED 02 JAN 2005
4. RE-APPOINT MR. PAUL VICKERS AS A DIRECTOR Management For
5. RE-APPOINT MR. GARY HOFFMAN AS A DIRECTOR Management For
6. RE-APPOINT DELOITTE & TOUCHE AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS TO FI X THE AUDITORS
REMUNERATION
7. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For
FOR ANY EXISTING AUTHO RITY AND FOR THE PURPOSE
OF SECTION 80 OF THE COMPANIES ACT 1985(THE ACT),
TO ALLOT RELEVANT SECURITIES SECTION 80(2)
UP TO A MAXIMUM AGGREGATE NOMINAL AM OUNT OF
GBP 9,889,769 TO SUCH PERSONS AT SUCH TIMES AND
UPON SUCH CONDITIONS A S THE DIRECTORS MAY DETERMINE
SUBJECT TO THE ARTICLES OF ASSOCIATION OF THE
C OMPANY ; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY O R 05 AUG 2006
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPI RY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.8 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For
TO SECTION 95(1) OF THE COMPA NIES ACT 1985(THE
ACT), TO ALLOT EQUITY SECURITIES FOR CASH SECTION
94(2) OF THE ACT PURSUANT TO THE AUTHORITY UNDER
SECTION 80 OF THE ACT CONFERRED BY RE SOLUTION
7, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROV IDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN C ONNECTION WITH A RIGHTS ISSUE OR OTHER
ISSUE IN FAVOR OF ORDINARY SHARES IN TH E COMPANY;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
1,483,613; AUTHORI TY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 05 AUG 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF TH IS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXP IRY
S.9 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ANY Management For
EXISTING AUTHORITY, TO MAKE MAR KET PURCHASES
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
29,672,275 ORDINAR Y SHARES OF 10P EACH IN THE
CAPITAL OF THE COMPANY, THE MINIMUM PRICE IS
10P A ND THE MAXIMUM PRICE WHICH MAY BE PAID
FOR EACH SHARE IS AN AMOUNT EQUAL TO 10 5% OF
THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LO NDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; A UTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
05 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHA SE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH E XPIRY
S.10 AMEND THE ARTICLES 49.1, 50.1, 80.1(B) AND 129.1(D) Management For
OF THE ARTICLES OF ASSOCIA TION OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
UNION FENOSA SA, MADRID OGM Meeting Date: 05/05/2005
Issuer: E93171119 ISIN: ES0181380017
SEDOL: 4913223, 5392304, B02TN61
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. EXAMINATION AND APPROVAL, WHERE APPROPRIATE, Management For
OF THE CONDUCT OF BUSINESS BY THE BOARD OF DIRECTORS,
THE FINANCIAL STATEMENTS (BALANCE SHEET, STATEMENT
OF INC OME AND NOTES TO THE FINANCIAL STATEMENTS)
AND THE MANAGEMENT REPORT OF THE CO MPANY AND
ITS CONSOLIDATED GROUP FOR 2004.
2. PROPOSED ALLOCATION OF 2004 EARNINGS AND ANY Management For
RETAINED EARNINGS. AS THE CASE MAY BE
3. APPOINTMENT, ELECTION OR RE-ELECTION, AS APPROPRIATE, Management For
OF THE AUDITORS OF UNION FENOSA, S.A. AND ITS
CONSOLIDATED GROUP.
4. BYLAW AMENDMENTS: AMENDMENTS TO ARTICLE 29 (TO Management For
ADAPT IT TO ARTICLE 106.2 OF TH E SPANISH CORPORATIONS
LAW-LEY DE SOCIEDADES ANONIMAS) AND TO PROVIDE
FOR REQU ESTS FOR GROUPING WITHOUT EXPRESS DESIGNATION
OF PROXY; ARTICLE 32, THE ATTEND ANCE LIST, TO
ADAPT IT TO ARTICLE 111 OF THE SPANISH CORPORATIONS
LAW; ARTICLE 33, RIGHT TO INFORMATION, TO ENVISAGE
THE REQUEST FOR INFORMATION VIA TELEMAT IC MEANS;
ARTICLE 51, BOARD OF DIRECTORS MEETINGS, TO ENABLE
THEM TO BE HELD V IA THE METHODS ALLOWED BY TECHNOLOGY;
AND ARTICLE 52, QUORUM AND TRANSACTION O F BOARD
OF DIRECTORS MEETINGS, TO ALLOW REMOTE PROXY-GRANTING
BY DIRECTORS. D CONSIDERING THE POSSIBILITIES
OFFERED BY THE TECHNOLOGY AVAILABLE; ARTICLE
5 2, ABOUT PROCEEDINGS OF THE MEETINGS OF THE
BOARD AND REPRESENTATION METHODS
5. AMENDMENTS TO THE SHAREHOLDERS MEETING REGULATION: Management For
AMEND ARTICLE 7, TO INCORP ORATE CERTAIN MATTERS
RELATING TO THE SHAREHOLDERS RIGHT TO INFORMATION;
ARTI CLE 8, TO INCORPORATE CERTAIN MATTERS RELATING
TO THE SHAREHOLDERS RIGHT TO R EPRESENTATION;
ARTICLE 13, TO ADAPT IT TO ARTICLE 111 OF THE
SPANISH CORPORATI ONS LAW AND ARTICLE 32 OF THE
BYLAWS; AND ARTICLE 16, TO ALLOW INFORMATION
TO BE PROVIDED BY REMOTE MEANS.
6. APPOINTMENT, RATIFICATION, TERMINATION AND/OR Management For
RE-ELECTION OF DIRECTORS. F DIRECTORS
7. AUTHORIZATION FOR THE ACQUISITION ON THE MARKET Management For
OF OWN SHARES, DIRECTLY OR THR OUGH ENTITIES
IN ITS GROUP OF COMPANIES, IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLE 75 OF THE SPANISH CORPORATIONS
LAW AND OTHER LEGAL PROVISIONS, AS WELL AS FOR
THE DISPOSAL OF OWN SHARES.
8. AUTHORIZATION FOR THE BOARD OF DIRECTORS TO REQUEST Management For
ADMISSION TO, AND EXCLUSIO N FROM, TRADING ON
ANY ORGANIZED SECONDARY MARKET OF SHARES, DEBENTURES,
COMME RCIAL PAPER, PREFERENCE SHARES, NOTES,
BONDS, WARRANTS, OR ANY OTHER SECURITIE S OR
SIMILAR CERTIFICATES, ISSUED OR TO BE ISSUED
BY THE COMPANY OR THE GROUP COMPANIES, AND TO
ADOPT THE RESOLUTIONS THAT ARE NECESSARY SO THAT
SHARES, DEB ENTURES, COMMERCIAL PAPER, NOTES,
BONDS, PREFERENCE SHARES, WARRANTS OR ANY OT
HER OUTSTANDING SECURITIES OR SIMILAR CERTIFICATES
OF THE COMPANY OR GROUP COM PANIES REMAIN LISTED.
9. AUTHORIZATION FOR THE BOARD OF DIRECTORS TO INTERPRET, Management For
CORRECT, COMPLEMENT, EX ECUTE AND EXPAND UPON
ANY RESOLUTIONS ADOPTED BY THE SHAREHOLDERS
MEETING, TO DELEGATE THE POWERS GRANTED TO IT
BY THE SHAREHOLDERS MEETING, AND TO EMPOWE R
IT TO EXPRESS THOSE RESOLUTIONS IN A PUBLIC INSTRUMENT
AND TO EXECUTE THEM.
10. APPROVAL, WHERE APPLICABLE, OF THE MINUTES OF Management For
THE SHAREHOLDERS MEETING, OR, I N THEIR ABSENCE,
DESIGNATION OF NOMINEES FOR THAT PURPOSE.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
06 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
INTERTEK GROUP PLC, LONDON AGM Meeting Date: 05/06/2005
Issuer: G4911B108 ISIN: GB0031638363
SEDOL: 3163836, B066PM8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ANNUAL REPORT AND THE ACCOUNTS Management For
FOR THE YE 31 DEC 2004
2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 7.0P Management For
PER ORDINARY SHARE
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
4. ELECT MR. RAYMOND KONG AS A DIRECTOR Management For
5. RE-ELECT MR. VANNI TREVES AS A DIRECTOR Management For
6. RE-ELECT MR. RICHARD NELSON AS A DIRECTOR Management For
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS Management For
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
9. ADOPT THE INTERTEK DEFERRED BONUS PLAN PLAN Management For
AS SPECIFIES AND AUTHORIZE THE D IRECTORS OF
THE COMPANY TO DO ALL ACTS AND THINGS AS MAY
BE NECESSARY OR DESIR ABLE TO CARRY THE SAME
INTO EFFECT AND TO VOTE, AND BE COUNTED IN THE
QUORUM, ON ANY MATTER CONNECTED WITH THE PLAN,
NOTWITHSTANDING THAT THEY MAY BE INTERE STED
IN THE SAME EXCEPT THAT NO DIRECTOR MAY BE COUNTED
IN A QUORUM OR VOTE I N RESPECT OF HIS OWN PARTICIPATION
, AND THAT THE PROHIBITION ON VOTING BY INT ERESTED
DIRECTORS CONTAINED IN ARTICLE 79 OF THE COMPANY
S ARTICLES OF ASSOCIA TION BE HEREBY RELAXED
TO THAT EXTENT AND TO ESTABLISH SUCH SCHEDULES
TO THE P LAN AND/OR SUCH OTHER PLANS BASED ON
THE PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL
TAX, EXCHANGE CONTROL OR SECURITIES LAWS OUT
SIDE THE UK AS THEY CONSIDE R NECESSARY OR EXPEDIENT,
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
SUCH S CHEDULES OR PLANS MUST BE TREATED AS COUNTING
AGAINST THE RELEVANT LIMITS IN T HE PLAN ON INDIVIDUAL
PARTICIPATION LEVELS AND THE OVERALL NUMBER OF
SHARES IS SUABLE OR TREASURY SHARE TRANSFERRABLE
10. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
11 OF THE COMPANY S ARTICL ES OF ASSOCIATION
FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES
ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION
80(7) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
515,926,02; AUTHORITY EXPIRES ON THE FIFTH ANNIVERSARY
OF THE PASSING OF THIS RESOLUTION
S.11 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
12 OF THE COMPANY S ARTICL ES OF ASSOCIATION
FOR ANY EXISTING AUTHORITY, UNDER SECTION 95
OF THE COMPANIE S ACT 1985, TO ALLOT EQUITY SECURITIES
FOR CASH, FOR PURPOSES OF PARAGRAPH (B) OF THAT
ARTICLE UP TO AN NOMINAL AMOUNT OF GBP 77,388.90;
AUTHORITY EXPIRES ON THE FIFTH ANNIVERSARY OF
THE PASSING OF THIS RESOLUTION
S.12 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For
WITHIN THE MEANING OF SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 15,477,780 ORDINARY SHARES
OF 1P EACH IN THE CAPITAL OF THE COMPANY ORDINARY
SHARES , AT A MINIMUM PRICE OF 1P AND UP TO 105%
OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SHA RE AS DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PRE VIOUS 5 BUSINESS DAYS; AUTHORITY 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
EXP IRY
- -----------------------------------------------------------------------------------------------------------------------------
CENTRICA PLC AGM Meeting Date: 05/09/2005
Issuer: G2018Z143 ISIN: GB00B033F229
SEDOL: B033F22
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For
AND THE AUDITORS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2004
3. DECLARE A FINAL DIVIDEND OF 6.1 PENCE PER ORDINARY Management For
SHARE PAYABLE TO THE SHAREH OLDERS ON THE REGISTER
OF THE MEMBERS AT THE CLOSE OF BUSINESS ON 29
APR 2005
4. RE-ELECT MS. PATRICIA MANN AS A DIRECTOR OF THE Management For
COMPANY
5. ELECT MS. MARY FRANCIS AS A DIRECTOR OF THE COMPANY Management For
6. ELECT MR. PAUL RAYNER AS A DIRECTOR OF THE COMPANY Management For
7. ELECT MR. JAKE ULRICH AS A DIRECTOR OF THE COMPANY Management For
8. 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
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
10. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
SECTION 347C OF THE COMPANIES AC T 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED
IN SECTION 347A OF THE ACT, NOT EXCEEDING GBP
125,000 IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE,
AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING
GBP 125,000 IN TOTAL; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE 2006 AGM OR 08 AUG 2006
S.11 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS TO ALLOT RELEVANT SE CURITIES BY THE
ARTICLE 13.3 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND THAT THE MAXIMUM AMOUNT OF RELEVANT SECURITIES
WHICH THE DIRECTORS MAY ALLOT DURIN G THIS PERIOD
BE GBP 43,564,579; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE 2 006 AGM OR 08 AUG 2006
S.12 APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For
S.11 ABOVE, TO RENEW THE AUT HORITY CONFERRED
ON THE DIRECTORS BY THE ARTICLE 13.5 OF THE COMPANY
S ARTICLE S OF ASSOCIATION AND THAT THE MAXIMUM
AMOUNT OF EQUITY SECURITIES WHICH THE DI RECTORS
MAY ALLOT OTHER THAN IN CONNECTION WITH A RIGHTS
ISSUE AS DEFINED IN ARTICLE 13.7 UNDER THIS
AUTHORITY SHALL BE GBP 11,571,771; AUTHORITY
EXPIRES AT THE END OF THE 2006 AGM OR ON 08 AUG
2006
S.13 AUTHORIZE THE COMPANY, PURSUANT TO THE ARTICLE Management For
10 OF THE ARTICLES OF ASSOCIATI ON OF THE COMPANY,
TO MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES A CT 1985 OF UP TO 374,925,383 ORDINARY
SHARES OF 6 14/81 PENCE EACH IN THE CAP ITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 6 14/81
PENCE AND AN AMOUNT EQUAL T O 105% OF THE AVERAGE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STO CK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE 2006 AGM
OF THE COMPANY OR 08 AU G 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDIN ARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.14 AMEND THE MEMORANDUM AND THE ARTICLES OF ASSOCIATION Management For
AS FOLLOWS: A) BY THE INS ERTION OF A NEW PARAGRAPH
4.34A IN THE MEMORANDUM OF ASSOCIATION; B) BY
THE IN SERTION OF A NEW ARTICLE 149.3 IN THE
ARTICLES OF ASSOCIATION AND C) BY THE DE LETION
OF OR AT THE END OF THE PENULTIMATE PARAGRAPH
IN THE ARTICLE 107.2 OF THE ARTICLES OF ASSOCIATION
S.15 AMEND THE COMPANY S ARTICLES OF ASSOCIATION AS Management For
SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
GRAFTON GROUP PLC AGM Meeting Date: 05/09/2005
Issuer: G4035Q189 ISIN: IE00B00MZ448
SEDOL: B00MZ44, B00NKF3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2004
2.A RE-APPOINT MR. ANTHONY COLLINS AS A DIRECTOR Management For
OF THE COMPANY
2.B RE-APPOINT MS. GILLIAN BOWLER AS A DIRECTOR OF Management For
THE COMPANY
2.C RE-APPOINT MR. RICHARD W. JEWSON AS A DIRECTOR Management For
OF THE COMPANY
2.D RE-APPOINT MR. FERGUS MALONE AS A DIRECTOR OF Management For
THE COMPANY
2.E RE-APPOINT MR. LEO MARTIN AS A DIRECTOR OF THE Management For
COMPANY
3. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
4. AUTHORIZE THE DIRECTORS TO ALLOT THE SHARES Management For
5. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT SHARES Management For
OTHERWISE THAN IN ACCORDANCE WITH STATUTORY PRE-EMPTION
RIGHTS
6. GRANT AUTHORITY TO MAKE MARKET PURCHASE THE COMPANY Management For
S OWN SHARES
7. APPROVE THE PRICE RANGE FOR THE RE-ISSUE OF TREASURY Management For
SHARES OFF MARKET
8. AUTHORIZE THE CONTINGENT PURCHASE CONTRACT RELATING Management For
TO A ORDINARY SHARES
9. AMEND 1999 GRAFTON GROUP SHARE SCHEME Management Against
10. APPROVE TO FIX THE LIMIT ON THE DIRECTORS REMUNERATION Management For
- -----------------------------------------------------------------------------------------------------------------------------
SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH AGM Meeting Date: 05/09/2005
Issuer: H84046137 ISIN: CH0012332372 BLOCKING
SEDOL: 7189816, B018RS9
- -----------------------------------------------------------------------------------------------------------------------------
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. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH OGM Meeting Date: 05/09/2005
Issuer: H84046137 ISIN: CH0012332372 BLOCKING
SEDOL: 7189816, B018RS9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management
ACCOUNTS OF THE GROUP 2004
2. GRANT DISCHARGE TO THE MANAGEMENT Management
3. APPROVE THE APPROPRIATION OF BALANCE PROFIT OF Management
THE COMPANY
4. APPROVE THE ELECTIONS Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 212483, 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.
- -----------------------------------------------------------------------------------------------------------------------------
SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH AGM Meeting Date: 05/09/2005
Issuer: H84046137 ISIN: CH0012332372 BLOCKING
SEDOL: 7189816, B018RS9
- -----------------------------------------------------------------------------------------------------------------------------
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 Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. APPROVE THE ANNUAL REPORT AND THE ANNUAL CONSOLIDATED Management
FINANCIAL STATEMENTS OF 2004
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE EXECUTIVE BOARD
3. APPROVE THE DISPOSABLE PROFITS Management
4.1 ELECT THE BOARD OF DIRECTORS Management
4.2 ELECT THE STATUTORY AUDITORS AND THE GROUP AUDITORS Management
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
228442 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 212483, 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.
- -----------------------------------------------------------------------------------------------------------------------------
SOCIETE GENERALE MIX Meeting Date: 05/09/2005
Issuer: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE 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 COMPLET E, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS:
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
220981 DUE TO CHANGE IN THE M EETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEET ING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE
. THANK YOU.
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEE T FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TA
XES DEDUCTION FOR FY 2004
O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management
DIRECTORS AND NOTES A PROFIT OF E UR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNIN GS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIAT
ION AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,18
0,538.34 IN 2003; THE CARRY FORWARD ACCOUNT OF
EUR 3,803,901,724.00 IS INCREAS ED TO EUR 4,637,283,456.37
AS REQUIRED BY LAW
O.3 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY 31 DEC 2004
O.4 APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management
THE AUDITORS ON AGREEMENTS GOVERN ED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGRE EMENTS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
AZEMA AS A DIRECTOR FOR A PERI OD OF 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management
LULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management
RICHARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 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 113.00 M INIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONT HS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE D ELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING O
F 29 APR 2004
E.9 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management
AND AMEND ARTICLE OF ASSOCIAT ION NUMBER 7, ENTITLED
DIRECTORS
E.10 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management
AND AMEND ARTICLE OF ASSOCIAT ION NUMBER 7, ENTITLED
DIRECTORS
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN CONSIDERATI ON FOR THE
CONTRIBUTION IN KIND OF SHARES OR SECURITIES
GIVING ACCESS TO THE C APITAL, EXCEPT IN THE
CONTEXT OF A PUBLIC EXCHANGE OFFER AND PROVIDED
THAT IT SHALL NOT EXCEED A MAXIMUM NOMINAL AMOUNT
OF EUR 10% OF THE SHARE CAPITAL, SUB JECT TO
THE NOMINAL LIMIT OF EUR 300 MILLION FOR CAPITAL
INCREASES WITHOUT PRE EMPTIVE SUBSCRIPTION RIGHTS
AUTHORIZED BY THE GENERAL MEETING OF 29 APR 2004
I N ITS 12 RESOLUTION; AUTHORITY EXPIRES AT
THE END OF 14 MONTHS
O.13 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRE SCRIBED BY LAW
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
AMEND THE ARTICLE 14 OF THE B Y-LAWS ANY PROVISION
RESTRICTING THE VOTING RIGHTS THAT A SHAREHOLDER
MAY EXE RCISE AT A GENERAL MEETING
- -----------------------------------------------------------------------------------------------------------------------------
BOEHLER-UDDEHOLM AG, WIEN AGM Meeting Date: 05/10/2005
Issuer: A1071G105 ISIN: AT0000903851 BLOCKING
SEDOL: 4121305, 5568901
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT AS AT 31 DEC 2004; Management
THE REPORTING OF THE MANAGING BOA RD AND THE
SUPERVISORY BOARD ON THE FY 2004
2. APPROVE THE ALLOCATION OF THE NET INCOME OF THE Management
FY 2004
3. APPROVE THE ACTIONS OF THE MANAGING BOARD AND Management
THE SUPERVISORY BOARD FOR THE FY 2004
4. APPROVE THE STATUTORY ALLOWANCE OF THE SUPERVISORY Management
BOARD FOR 2004
5. ELECT THE AUDITORS FOR THE 2005 Management
6.A AUTHORIZE THE MANAGING BOARD WITH THE APPROVAL Management
OF THE SUPERVISORY BOARD TO RAI SE INITIAL CAPITAL
WITHIN 5 YEARS, BY MEANS OF CASH DEPOSIT OR CONTRIBUTION
IN KIND BY EURO 18,175.00 BY ISSUING UP TO 2,500.00
BEARER SHARES
6.B AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management
WITH THE APPROVED CAPITAL INCR EASE
- -----------------------------------------------------------------------------------------------------------------------------
COMPAGNIE MARITIME BELGE SA CMB, ANTWERPEN AGM Meeting Date: 05/10/2005
Issuer: B2878R129 ISIN: BE0003817344 BLOCKING
SEDOL: B04M8H4, B054MK0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting
AND OF THE JOINT STATUTORY AUDITO RS FOR THE
FY CLOSED AT 31 DEC 2004
2. APPROVE THE ANNUAL ACCOUNTS FOR THE FY CLOSED Management
AT 31 DEC 2004, PREPARED BY THE BOARD OF DIRECTORS
3. APPROVE THE PROFIT TO BE ALLOCATED AS: 1) RESERVES: Management
EUR 18,366,335.23; 2) GROS S DIVIDEND BEFORE
WITHHOLDING TAX : EUR 126,000,000.00; AND 3)
TO BE CARRIED FORWARD: EUR 38,268,727.07, THE
DIVIDEND WILL BE MADE PAYABLE AS FROM 13 MAY
2 005
4. GRANT DISCHARGE TO THE CURRENT DIRECTORS OF THE Management
COMPANY: MRS. VIRGINIE SAVERYS AND MR. MARC SAVERYS,
MR. LUDWIG CRIEL, MR. BENOIT TIMMERMANS, MR.
ETIENNE DA VIGNON, MR. JEAN PETERBROECK, MR.
NICOLAS SAVERYS, MR. PHILIPPE VAN DAMME AND MR.
ERIC VERBEECK, FOR ANY LIABILITY ARISING FROM
THE EXECUTION OF THEIR MANDA TE IN THE COURSE
OF THE FY UNDER REVISION
5. GRANT DISCHARGE TO THE JOINT STATUTORY AUDITORS Management
OF THE COMPANY, CONSISTING OF KPMG BEDRIJFSREVISOREN
REPRESENTED BY MR. SERGE COSIJNS AND MRS. HELGA
PLATTEA U FOR THE PERIOD BETWEEN 11 MAY 2004
UNTIL 30 NOV 2004 REPLACED BY THE EXTRAOR DINARY
GENERAL SHAREHOLDERS MEETING OF 30 NOV 2004
BY HELGA PLATTEAU BEDRIJFS REVISOR BVBA REPRESENTED
BY MRS. HELGA PLATTEAU, FOR ANY LIABILITY ARISING
FRO M THE EXECUTION OF THEIR MANDATE IN THE COURSE
OF THE FY UNDER REVISION
6.a APPOINT MR. ETIENNE DAVIGNON AS THE INDEPENDENT Management
DIRECTOR FOR A PERIOD OF THREE YEARS EXPIRING
IMMEDIATELY AFTER THE SHAREHOLDERS MEETING OF
2008
6.b APPOINT MR. JEAN PETERBROECK AS THE INDEPENDENT Management
DIRECTOR FOR A PERIOD OF THREE YEARS EXPIRING
IMMEDIATELY AFTER THE SHAREHOLDERS MEETING OF
2008
7. APPROVE THAT EVERY DIRECTOR RECEIVES A FIXED Management
ANNUAL REMUNERATION OF EUR 25,000 FOR THE EXECUTION
OF THEIR MANDATE; THE CHAIRMAN RECEIVES EUR 75,000;
EACH DI RECTOR ALSO RECEIVES AN ATTENDANCE FEE
OF EUR 5,000 PER BOARD MEETING ATTENDED ; EVERY
MEMBER OF THE AUDIT COMMITTEE RECEIVES A FIXED
ANNUAL FEE OF EUR 12,50 0 AND THE CHAIRMAN OF
THE AUDIT COMMITTEE RECEIVES EUR 25,000; EVERY
MEMBER OF THE NOMINATING AND REMUNERATION COMMITTEE
RECEIVES A FIXED ANNUAL FEE OF EUR 3,000
8. APPROVE THE REMUNERATION PAID TO THE JOINT AUDITORS Management
FIXED AT EUR 66,170/YEAR F OR THE REVIEW OF THE
STATUTORY ACCOUNTS AND AT EUR 112,550/YEAR FOR
THE CONSOL IDATED ACCOUNTS
9. APPROVE TO UPDATE THE COMPLIANCE WITH THE BELGIAN Non-Voting
CORPORATE GOVERNANCE CODE
10. MISCELLANEOUS Non-Voting
* 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 MUL TIPLE BENEFICIAL OWNERS, YOU WILL NEED
TO PROVIDE THE BREAKDOWN OF EACH BENEFI CIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESE NTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
HYSAN DEVELOPMENT CO LTD AGM Meeting Date: 05/10/2005
Issuer: Y38203124 ISIN: HK0014000126
SEDOL: 5890530, 6449618, 6449629, B01Y5G1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE STATEMENT OF ACCOUNTS Management For
FOR THE YE 31 DEC 2004 TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND TOGETHER WITH A SCRIP Management For
ALTERNATIVE FOR THE YE 31 DEC 2004
3. RE-ELECT THE DIRECTORS Management For
4. APPROVE THE ANNUAL DIRECTORS FEES AND ADDITIONAL Management For
FEES PAYABLE TO THE DIRECTOR S SERVING ON BOARD
COMMITTEES OF THE COMPANY SUCH REVISED REMUNERATION
ARRANG EMENTS TO TAKE EFFECT FROM 01 JUL 2005
AND PAYABLE TO DIRECTORS ON A PRO RATA BASIS
FOR THE FYE 31 DEC 2005 AND TO REMAIN THE SAME
UNTIL THE COMPANY IN GEN ERAL MEETING OTHERWISE
DETERMINES: BOARD OF DIRECTORS: CHAIRMAN HKD
140,000; D EPUTY CHAIRMAN HKD 120,000; DIRECTOR
100,000; AUDIT COMMITTEE: CHAIRMAN HKD 60 ,000;
MEMBER 30,000; OTHER COMMITTEES: CHAIRMAN HKD
30,000, MEMBER HKD 20,000
5. RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Management For
THE AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DISPOSE Management Against
OF ADDITIONAL SHARES IN TH E COMPANY AND TO MAKE
OR GRANT OFFERS, AGREEMENTS, OPTIONS, WARRANTS
OR OTHER SECURITIES DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 20% OF THE AGGR EGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY, OTHERWISE
THAN PURSU ANT TO I) A RIGHTS ISSUE; OR II) ANY
SHARE OPTION SCHEME OR SIMILAR ARRANGEMEN T;
OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT
PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSIO N 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, DURING THE RELEVANT Management For
PERIOD, TO PURCHASE OR OTHERWISE ACQUIRE SHARES
OF HKD 5 EACH IN THE CAPITAL OF THE COMPANY IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED, NOT
EXCEEDING 10% OF T HE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY; AUTHORITY
EX PIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT 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
8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
6 AND 7, THE AGGREGATE NO MINAL AMOUNT OF THE
SHARES WHICH ARE PURCHASED OR OTHERWISE ACQUIRED
BY THE CO MPANY PURSUANT TO RESOLUTION 7 SHALL
BE ADDED TO THE AGGREGATE NOMINAL AMOUNT OF THE
SHARES WHICH MAY BE ISSUED PURSUANT TO RESOLUTION
6
9. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management Against
LISTING COMMITTEE OF THE STOCK EX CHANGE OF HONG
KONG LIMITED GRANTING APPROVAL OF THE LISTING
OF AND PERMISSION TO DEAL IN THE SHARES TO BE
ALLOTTED AND ISSUED PURSUANT TO THE EXERCISE
OF O PTIONS WHICH MAY BE GRANTED UNDER A NEW
SHARE OPTION SCHEME OF THE COMPANY TH E NEW
SCHEME , AS SPECIFIED, AND ADOPT THE RULES OF
THE NEW SCHEME; AND AUTHOR IZE THE DIRECTORS
TO ADMINISTER THE NEW SCHEME AND TO GRANT OPTIONS
IN ACCORDA NCE WITH THE RULES AND PROVISIONS
OF THE NEW SCHEME; TO ISSUE, ALLOT AND DEAL WITH
ANY SHARES FROM TIME TO TIME PURSUANT TO THE
EXERCISE OF OPTIONS UNDER AN D IN ACCORDANCE
WITH THE NEW SCHEME; AND TO DO ALL SUCH OTHER
ACTS THINGS AS M AY BE NECESSARY OR EXPEDIENT
AS THEY THINK FIT IN ORDER TO GIVE EFFECT TO
THE NEW SCHEME FROM TIME TO TIME
S.10 AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For
A) BY DELETING ARTICLE 83 IN ITS ENTIRETY AND
REPLACING IT WITH NEW WORDS; B) BY DELETING ARTICLE
114 IN ITS E NTIERTY AND REPLACING IT WITH NEW
WORDS
- -----------------------------------------------------------------------------------------------------------------------------
HYSAN DEVELOPMENT CO LTD AGM Meeting Date: 05/10/2005
Issuer: Y38203124 ISIN: HK0014000126
SEDOL: 5890530, 6449618, 6449629, B01Y5G1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
226060 DUE TO CHANGE IN THE R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. RECEIVE AND CONSIDER THE STATEMENT OF ACCOUNTS Management
FOR THE YE 31 DEC 2004 TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND TOGETHER WITH A SCRIP Management
ALTERNATIVE FOR THE YE 31 DEC 2004
3.1 ELECT MR. FA-KUANG HU AS A DIRECTOR Management
3.2 RE-ELECT DR. GEOFFREY MEOU-TSEN YEH AS A DIRECTOR Management
3.3 RE-ELECT MRS. PAULINE WAH LING YU WONG AS A DIRECTOR Management
3.4 RE-ELECT MR. PER JORGENSEN AS A DIRECTOR Management
3.5 RE-ELECT DR. DEANNA RUTH TAK YUNG RUDGARD AS Management
A DIRECTOR
3.6 RE-ELECT MR. ANTHONY HSIEN PIN LEE AS A DIRECTOR Management
4. APPROVE THE ANNUAL DIRECTORS FEES AND ADDITIONAL Management
FEES PAYABLE TO THE DIRECTOR S SERVING ON BOARD
COMMITTEES OF THE COMPANY SUCH REVISED REMUNERATION
ARRANG EMENTS TO TAKE EFFECT FROM 01 JUL 2005
AND PAYABLE TO DIRECTORS ON A PRO RATA BASIS
FOR THE FYE 31 DEC 2005 AND TO REMAIN THE SAME
UNTIL THE COMPANY IN GEN ERAL MEETING OTHERWISE
DETERMINES: BOARD OF DIRECTORS: CHAIRMAN HKD
140,000; D EPUTY CHAIRMAN HKD 120,000; DIRECTOR
100,000; AUDIT COMMITTEE: CHAIRMAN HKD 60 ,000;
MEMBER 30,000; OTHER COMMITTEES: CHAIRMAN HKD
30,000, MEMBER HKD 20,000
5. RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Management
THE AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DISPOSE Management
OF ADDITIONAL SHARES IN TH E COMPANY AND TO MAKE
OR GRANT OFFERS, AGREEMENTS, OPTIONS, WARRANTS
OR OTHER SECURITIES DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 20% OF THE AGGR EGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY, OTHERWISE
THAN PURSU ANT TO I) A RIGHTS ISSUE; OR II) ANY
SHARE OPTION SCHEME OR SIMILAR ARRANGEMEN T;
OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT
PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSIO N 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, DURING THE RELEVANT Management
PERIOD, TO PURCHASE OR OTHERWISE ACQUIRE SHARES
OF HKD 5.00 EACH IN THE CAPITAL OF THE COMPANY
IN ACCORDANCE WI TH ALL APPLICABLE LAWS AND THE
REQUIREMENTS OF THE RULES GOVERNING THE LISTING
OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG
LIMITED, NOT EXCEEDING 10% O F THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE E XPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS TO BE HELD BY LAW
8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management
6 AND 7, THE AGGREGATE NO MINAL AMOUNT OF THE
SHARES WHICH ARE PURCHASED OR OTHERWISE ACQUIRED
BY THE CO MPANY PURSUANT TO RESOLUTION 7 SHALL
BE ADDED TO THE AGGREGATE NOMINAL AMOUNT OF THE
SHARES WHICH MAY BE ISSUED PURSUANT TO RESOLUTION
6
9. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management
LISTING COMMITTEE OF THE STOCK EX CHANGE OF HONG
KONG LIMITED GRANTING APPROVAL OF THE LISTING
OF AND PERMISSION TO DEAL IN THE SHARES TO BE
ALLOTTED AND ISSUED PURSUANT TO THE EXERCISE
OF O PTIONS WHICH MAY BE GRANTED UNDER A NEW
SHARE OPTION SCHEME OF THE COMPANY TH E NEW
SCHEME , AS SPECIFIED, AND ADOPT THE RULES OF
THE NEW SCHEME; AND AUTHOR IZE THE DIRECTORS
TO ADMINISTER THE NEW SCHEME AND TO GRANT OPTIONS
IN ACCORDA NCE WITH THE RULES AND PROVISIONS
OF THE NEW SCHEME; TO ISSUE, ALLOT AND DEAL WITH
ANY SHARES FROM TIME TO TIME PURSUANT TO THE
EXERCISE OF OPTIONS UNDER AN D IN ACCORDANCE
WITH THE NEW SCHEME; AND TO DO ALL SUCH OTHER
ACTS THINGS AS M AY BE NECESSARY OR EXPEDIENT
AS THEY THINK FIT IN ORDER TO GIVE EFFECT TO
THE NEW SCHEME FROM TIME TO TIME
S.10 AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management
A) BY DELETING ARTICLE 83 IN ITS ENTIRETY AND
REPLACING IT WITH NEW WORDS; B) BY DELETING ARTICLE
114 IN ITS E NTIRETY AND REPLACING IT WITH NEW
WORDS
- -----------------------------------------------------------------------------------------------------------------------------
JAPAN REAL ESTATE INVESTMENT CORP, TOKYO AGM Meeting Date: 05/10/2005
Issuer: J27523109 ISIN: JP3027680002
SEDOL: 6397580, B02H4K6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 AMEND ARTICLES TO: EXPAND PERMITTED INVESTMENT Management For
TYPES - LIMIT LEGAL LIABILITY OF EXECUTIVE DIRECTORS
AND SUPERVISORY DIRECTORS
2 APPOINT EXECUTIVE DIRECTOR Management For
3.1 ELECT SUPERVISORY DIRECTOR Management For
3.2 ELECT SUPERVISORY DIRECTOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
KUDELSKI SA, CHESEAUX-SUR-LAUSANNE AGM Meeting Date: 05/10/2005
Issuer: H46697142 ISIN: CH0012268360 BLOCKING
SEDOL: 7121250
- -----------------------------------------------------------------------------------------------------------------------------
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 Y OUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
1. APPROVE THE BUSINESS REPORT, THE ANNUAL ACCOUNTS Management
OF KUNDELSKI S.A. AND THE CON SOLIDATED ACCOUNTS
2004, THE REPORT OF THE AUDITOR AND THE GROUP
AUDITOR
2. APPROVE THE APPROPRIATION OF THE BALANCE SHEET Management
PROFIT OF KUDELSKI S.A.
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS AND THE MANAGEMENT BO ARD
4. ELECT THE BOARD OF DIRECTORS Management
5. ELECT THE AUDITOR AND THE GROUP AUDITOR Management
6. APPROVE TO INCREASE AND MODIFY THE CONDITIONAL Management
CAPITAL CONTINGENT CAPITAL OPT IONS OPTION CONTRACT
OPTION RIGHT OR OF SUBSCRIPTION
7. MISCELLANEOUS Other
- -----------------------------------------------------------------------------------------------------------------------------
LAGARDERE SCA MIX Meeting Date: 05/10/2005
Issuer: F5485U100 ISIN: FR0000130213
SEDOL: 4547213, 5685480, 7166154, B05DWG3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 27 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 10
MAY 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.
* PLEASE NOTE THAT THE LAGARDERE SCA SHARES ARE Non-Voting
IN REGISTERED FORM. BLOCKING CO NDITIONS DO
NOT APPLY FOR VOTING. THANK YOU.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWN ERS: PROXY CARDS:
ADP WILL FORWARD VOTING INSTRUCTIONS TO THE
GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A
TRADE TRANSACTED (SELL) FOR EITHER THE FULL S
ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND
THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS,
ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION
AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE
LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE
INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
O.1 THE ORDINARY GENERAL MEETING, AFTER HEARING THE Management
REPORTS OF THE MANAGING PARTNE RS AND THE SUPERVISORY
BOARD AND THE STATUTORY AUDITORS REPORT ON THE
AUDIT O F THE ACCOUNTS, APPROVES ALL PARTS OF
THE AFOREMENTIONED REPORTS AND THE NON-C ONSOLIDATED
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED
ON 31 DECEMBER 2 004, AS DRAWN UP AND PRESENTED.
CONSEQUENTLY, IT APPROVES ALL THE ACTS CARRIED
OUT BY THE MANAGING PARTNERS AS PRESENTED IN
THE SAID REPORTS AND STATEMENTS, AND GIVES THE
MANAGING PARTNERS DISCHARGE FOR THEIR MANAGEMENT
DURING THE SAI D FINANCIAL YEAR.
O.2 THE ORDINARY GENERAL MEETING, AFTER HEARING THE Management
REPORTS OF THE MANAGING PARTNE RS AND THE SUPERVISORY
BOARD AND THE STATUTORY AUDITORS REPORT ON THE
AUDIT O F THE CONSOLIDATED STATEMENTS FOR THE
FINANCIAL YEAR ENDED ON 31 DECEMBER 2004 , APPROVES
THE SAID ACCOUNTS AS DRAWN UP AND PRESENTED TO
IT.
O.3 THE ORDINARY GENERAL MEETING, BEING NOTIFIED Management
OF THE DEDUCTION ON 31 DECEMBER 2 004, OF A SUM
OF EUR 3,049,432 FROM RETAINED EARNINGS, IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE 39 OF THE 2004
AMENDMENTS TO THE LAW OF FINANCE AND NOTI CE
NO. 2005-A OF THE NATIONAL ACCOUNTING COUNCIL
CONSEIL NATIONAL DE LA COMPT ABILITE), CORRESPONDING
TO THE AMOUNT OF THE MANDATORY EXCEPTIONAL TAX
OF 2.5% ON THE LONG-TERM CAPITAL GAINS SPECIAL
RESERVE IMPOSED BY THE PROVISIONS OF T HE ABOVE-MENTIONED
LAW, RESOLVES, IN ACCORDANCE WITH THESE PROVISIONS:
TO TRAN SFER THE AMOUNT OF THE LONG-TERM CAPITAL
GAINS SPECIAL RESERVE, REPRESENTING T HE SUM
OF EUR 120,220,945.95 TO THE OPTIONAL RESERVE;
TO DEDUCT FROM THIS OPTI ONAL RESERVE THE SUM
OF EUR 3,049,432, WHICH WILL BE CREDITED TO RETAINED
EARN INGS.
O.4 THE ORDINARY GENERAL MEETING NOTES THAT THE NET Management
INCOME FOR THE FINANCIAL YEAR CORRESPONDS TO
A PROFIT OF 131,630,706.96 WHICH, IN VIEW OF
RETAINED EARNINGS OF 192,342,447.58 YIELDS A
DISTRIBUTABLE NET INCOME OF 323,973,154.54 IT
HAS R ESOLVED, IN ACCORDANCE WITH THE ARTICLES
OF ASSOCIATION, TO DEDUCT A SUM OF EU R 3,818,730
FROM THE PROFIT, WHICH IS EQUAL TO 1% OF THE
GROUP SHARE OF CONSOL IDATED NET INCOME AS STATUTORY
DIVIDENDS TO ITS GENERAL PARTNERS. THIS DIVIDEN
D WILL BE ENTITLED TO THE 50% TAX REBATE REFERRED
TO IN ARTICLE 158.3.2 OF THE GENERAL TAX CODE
FOR INDIVIDUALS WHO ARE SUBJECT TO INCOME TAX
IN FRANCE. BAS ED ON A PROPOSAL FROM THE MANAGING
PARTNERS, THE GENERAL MEETING RESOLVES TO P AY
A DIVIDEND OF EUR 1 PER SHARE, TAKING INTO ACCOUNT
THE FOLLOWING: SHARES IS SUED AS A RESULT OF
THE EXERCISE OF SHARE SUBSCRIPTION OPTIONS BEFORE
THE DIVI DEND EX-DATE CARRY RIGHTS TO THE SAID
DIVIDEND; SHARES HELD BY THE COMPANY IN TREASURY
ON THE EX-DATE WILL NOT CARRY RIGHTS TO THE SAID
DIVIDENDS. THE DIVID END WILL BE DEDUCTED FROM
THE SHARE ON 19 MAY 2005 AND PAID AS FROM THAT
DATE TO HOLDERS OF REGISTERED SHARES OR TO THEIR
QUALIFIED REPRESENTATIVES, BY CHEC K OR BY BANK
TRANSFER. THE ORDINARY GENERAL MEETING ALSO DECIDES,
UPON THE REC OMMENDATION OF THE MANAGING PARTNERS,
TO PAY AN EXCEPTIONAL DIVIDEND OF EUR 2 PER SHARE,
WHICH WILL BE DEDUCTED FROM THE DISTRIBUTABLE
PROFIT. THE BALANCE W ILL BE DEDUCTED FROM THE
OPTIONAL RESERVE AS PROVIDED BY THIS MEETING,
ON THE UNDERSTANDING THAT: SHARES CREATED AS
A RESULT OF THE STOCK OPTION BEFORE THE DATE
OF DEDUCTION OF THIS EXCEPTIONAL DIVIDEND SHALL
BE ENTITLED TO THIS DIVID END; SHARES THAT MAY
BE HELD BY THE COMPANY AT THE DATE OF DEDUCTION
OF THE EX CEPTIONAL DIVIDEND SHALL NOT BE ENTITLED
TO THIS DIVIDEND. THE EXCEPTIONAL DIV IDEND WILL
BE DEDUCTED FROM THE SHARE ON 6 JULY 2005 AND
PAID AS FROM THAT DAT E TO HOLDERS OF REGISTERED
SHARES OR TO THEIR QUALIFIED REPRESENTATIVES,
BY CH ECK OR BY BANK TRANSFER. THE ANNUAL AND
EXCEPTIONAL DIVIDENDS WILL QUALIFY FOR THE 50%
TAX REBATE GRANTED ONLY TO INDIVIDUALS WHO ARE
SUBJECT TO INCOME TAX IN FRANCE IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE 158.3.2 OF THE
GENERAL TAX CODE. IT MUST BE NOTED THAT THE SUMS
OF THE DIVIDENDS PAIDS RELATING TO TH E LAST
THREE FINANCIAL YEARS AS WELL AS THE TAX CREDITS
ACCRUING TO THEM, ARE SET OUT AS FOLLOWS: 2003
2002 2001 DIVIDEND PAID TO SHAREHOLDERS 0,900,820,82
TAX CREDIT 0.45 0.41 0.41 GLOBAL DIVIDEND 1.35
1.23 1.23 TOTAL DIVIDEND 122,81 5,095.30 111,226,519.54
110,838,916 DIVIDEND PAID TO GENERAL PARTNERS
3,339,00 0 - 6,160,717 TOTAL 126,154,095.30 111,226,519.54
116,999,633 (IN EUROS)
O.5 THE ORDINARY GENERAL MEETING, AFTER HEARING THE Management
STATUTORY AUDITORS SPECIAL RE PORT CONCERNING
THE AGREEMENTS REFERRED TO IN ARTICLE L. 226-10
OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL
CODE), APPROVES THIS REPORT IN ALL ITS PARTS
AS WELL AS ALL THE AGREEMENTS CONTAINED THEREIN.
O.6 THE ORDINARY GENERAL MEETING, AFTER BEING NOTIFIED Management
OF THE MANAGING PARTNERS R EPORT AND THE SPECIFIC
OFFER DOCUMENTS SIGNED BY THE AUTORITE DES MARCHES
FINA NCIERS ON THE SHARE BUYBACK PROGRAMME, AND
PURSUANT TO THE PROVISIONS OF ARTIC LE L. 225-209
OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL
CODE) AND EUROPEA N COMMISSION REGULATION NO.
2273/2003 OF 22 DECEMBER 2003, AUTHORISES THE
MANA GING PARTNERS TO PURCHASE A NUMBER OF LAGARDERE
SCA SHARES REPRESENTING UP TO 10% OF THE COMPANY
S CURRENT CAPITAL. THIS CORRESPONDS TO A MAXIMUM
NUMBER OF 14,104,285 SHARES ON THE BASIS OF THE
CAPITAL AS OF 28 FEBRUARY 2005, FOR A MA XIMUM
AMOUNT OF SEVEN HUNDRED MILLION (700,000,000)
EUROS, UNDER THE CONDITION S AND ACCORDING TO
THE TERMS BELOW. THE MAXIMUM PURCHASE PRICE PER
SHARE WILL BE 80 EUROS. THIS AMOUNT WILL BE,
IF NECESSARY, ADJUSTED IN THE EVENT OF OPERA
TIONS ON SHARE CAPITAL, PARTICULARLY IN THE EVENT
OF INCORPORATIONS OF RESERVE S, PROFITS AND PREMIUMS,
SCRIP ISSUE, DIVISION OR GROUPING OF SHARES.
THE MANA GING PARTNERS MAY USE THIS AUTHORISATION
TO REACH THE FOLLOWING OBJECTIVES IN PARTICULAR:
REDUCTION OF CAPITAL BY CANCELLING ALL OR PART
OF THE SHARES ACQUI RED, SUBJECT TO THE AUTHORISATION
OF THIS MEETING; DELIVERY OR EXCHANGE OF SHA
RES DURING THE EXERCISE OF RIGHTS ATTACHED TO
SECURITIES THAT ENTITLE THE HOLD ER, IN ANY MANNER
WHATSOEVER, TO BE ALLOTTED COMPANY SHARES; ALLOTMENT
OF SHAR ES TO BENEFICIARIES OF STOCK OPTIONS
WHO EXERCISE THEIR RIGHT; ALLOTMENT OF FR EE
SHARES TO THE EMPLOYEES OF THE COMPANY AND AFFILIATED
COMPANIES; ALLOTMENT OF SHARES TO EMPLOYEES UNDER
EMPLOYEE PROFIT SHARING SCHEMES; ANY OTHER ALLOTM
ENT OF SHARES TO EMPLOYEES OF THE COMPANY AND
AFFILIATED COMPANIES UNDER THE C ONDITIONS DEFINED
BY THE APPLICABLE LEGAL PROVISIONS; ANIMATION
AND REGULATION OF THE COMPANY S SHARE MARKET
WITHIN THE FRAMEWORK OF LIQUIDITY AGREEMENTS
EN TERED INTO WITH AN INDEPENDENT INVESTMENT
SERVICE PROVIDER, THE TERMS OF WHICH WILL COMPLY
WITH AN ETHICAL CHARTER RECOGNISED BY THE AMF;
KEEPING THE SHARES AND DELIVERING THEM LATER
IN EXCHANGE OR IN PAYMENT FOR ANY EXTERNAL GROWTH
O PERATIONS THAT MAY SO REQUIRE. AND MORE GENERALLY,
REALISATION OF ANY OPERATIO N IN COMPLIANCE WITH
THE REGULATIONS, AND PARTICULARLY WITH THE MARKET
PRACTIC ES, AS PERMITTED BY THE AMF. THESE SHARES
MAY BE ACQUIRED, ASSIGNED OR TRANSFE RRED AT
ANY TIME, IN COMPLIANCE WITH THE REGULATIONS
AND BY ANY MEANS, INCLUDI NG, AS APPROPRIATE,
ON THE MARKET OR AMICABLY, THROUGH THE ACQUISITION
OR SELL ING OF BLOCKS, THE USE OF DERIVATIVE
PRODUCTS, OR THE IMPLEMENTATION OF OPTION AL
STRATEGIES. THE GENERAL MEETING GRANTS FULL POWERS
TO THE MANAGING PARTNERS TO DECIDE, IN ACCORDANCE
WITH LEGAL AND REGULATORY PROVISIONS, THE IMPLEMENTA
TION OF THIS AUTHORISATION, ENTER INTO ALL AGREEMENTS,
CARRY OUT ALL FORMALITI ES AND GENERALLY TAKE
ALL THE NECESSARY STEPS TO IMPLEMENT THIS RESOLUTION.
TH E AUTHORISATION THUS GRANTED TO THE MANAGING
PARTNERS IS VALID FOR A PERIOD OF EIGHTEEN MONTHS,
STARTING FROM THIS MEETING. IT CANCELS AND SUPERSEDES
THE AU THORISATION GRANTED ON 11 MAY 2004.
O.7 THE ORDINARY GENERAL MEETING, HAVING NOTED THAT Management
THE TERM OF THE STATUTORY AUDI TOR, THE AUDITING
FIRM SCP BARBIER FRINAULT & AUTRES AND THAT OF
THE SUBSTITUT E AUDITOR, MR ALAIN GROSMANN SHOULD
END AT THE CONCLUSION OF THIS MEETING, RES OLVES
TO RENEW THE APPOINTMENT OF THE STATUTORY AUDITOR
SCP BARBIER FRINAULT & AUTRES FOR A PERIOD OF
SIX FINANCIAL YEARS, AND THAT OF MR GILLES PUISSOCHET
AS SUBSTITUTE AUDITOR FOR THE SAME PERIOD.
O.8 THE ORDINARY GENERAL MEETING, HAVING NOTED THAT Management
THE TERM OF THE STATUTORY AUDI TOR MR ALAIN GHEZ
AND THAT OF THE SUBSTITUTE AUDITOR MR CHARLES-ERIC
RAVISSE W ILL COME TO AN END AT THE CONCLUSION
OF THIS GENERAL MEETING, AND HAVING NOTED THAT
THE PERSONS CONCERNED DID NOT ASK FOR THEIR MANDATES
TO BE RENEWED, RESO LVES NOT TO REPLACE THEM.
E.9 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management
NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS
AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT
OF THE STATU TORY AUDITORS AND IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLES L.225-129-2 AN
D L.228-91 ET SEQ. OF THE CODE DE COMMERCE (THE
FRENCH COMMERCIAL CODE): AUTHO RISES THE MANAGING
PARTNERS TO ISSUE, IN ONE OR MORE ISSUES, IN
PROPORTIONS AN D AT TIMES THAT IT SHALL DEEM
NECESSARY, IN FRANCE, OUTSIDE FRANCE OR ON INTER
NATIONAL MARKETS, ALL SECURITIES THAT ONLY LEAD
AND/OR MAY ONLY LEAD IMMEDIATE LY OR IN THE FUTURE,
THROUGH CONVERSION, EXCHANGE, REDEMPTION, PRESENTATION
OF A BOND OR THROUGH ANY OTHER MEANS, TO THE
ATTRIBUTION OF DEBT SECURITIES AND/ OR A SHARE
OF THE CAPITAL OF COMPANIES OTHER THAN LAGARDERE
SCA; RESOLVES THAT THE NOMINAL AMOUNT OF DEBT
SECURITIES THAT COULD BE ISSUED IN APPLICATION
OF THIS DELEGATION MAY NOT EXCEED TWO BILLION
AND FIVE MILLION (2,500,000,000) EU ROS OR THE
EQUIVALENT VALUE OF THIS AMOUNT IN THE EVENT
OF THE ISSUE IN FOREIG N CURRENCY OR IN UNITS
OF ACCOUNT THAT ARE FIXED IN REFERENCE TO SEVERAL
CURRE NCIES; RESOLVES THAT THE MANAGING PARTNERS
SHALL HAVE ALL THE POWERS NEEDED TO IMPLEMENT
THIS DELEGATION, AND IN PARTICULAR, TO: - FIX
ISSUE PRICES AND COND ITIONS, THE AMOUNTS TO
BE ISSUED, THE DATES AND CONDITIONS OF ISSUE,
THE FORM AND CHARACTERISTICS OF THE SECURITIES
TO BE ISSUED AND THE SECURITIES THAT ARE ENTITLED
OR THAT CAN BE ENTITLED BY THESE, IN PARTICULAR
THEIR NATURE, THEIR DATE OF ENTITLEMENT EVEN
RETROSPECTIVE, THE CONDITIONS IN WHICH THEY ARE
EXERC ISED, THEIR MODE OF PAYMENT, CONDITIONS
AND TERMS OF THEIR REDEMPTION OR THEIR ACCELERATED
REDEMPTION; - IF NECESSARY, MAKE PROVISIONS FOR
THE CONDITIONS OF THEIR REPURCHASE ON THE STOCK
EXCHANGE, THE POSSIBILITY OF SUSPENDING ANY REL
ATED ALLOTMENT RIGHTS FOR A PERIOD NOT EXCEEDING
THREE MONTHS; - CARRY OUT, AS MAY BE NECESSARY,
ALL THE FORMALITIES NEEDED TO LIST THESE SECURITIES
ON THE STOCK EXCHANGE; - GENERALLY, ENTER INTO
ALL AGREEMENTS, MAKE ANY UNDERTAKINGS AND CARRY
OUT ALL THE NECESSARY STEPS TO SUCCESSFULLY CARRY
OUT THE PROJECTED ISSUES; RESOLVES, FOR DEBT
SECURITIES THAT HAVE BEEN ISSUED OR ARE TO BE
ISSUE D, THAT THE MANAGING PARTNERS SHALL HAVE
ALL POWERS TO DECIDE IN PARTICULAR, W HETHER
OR NOT THEY ARE SUBORDINATED, FIX THEIR INTEREST
RATE, THEIR DURATION, THEIR REDEMPTION PRICE,
WHETHER OR NOT THEY ARE FIXED, ARE WITH OR WITHOUT
A P REMIUM, THEIR REDEMPTION MODE, ARRANGEMENTS
FOR THEIR AMORTISATION DEPENDING O N MARKET CONDITIONS,
AND THE CONDITIONS THAT ARE GRANTED, OR MAY BE
GRANTED BY THESE SECURITIES, TO THE ATTRIBUTION
OF DEBT SECURITIES ON THE ISSUING COMPAN Y AND/OR
TO THE SHARE OF THE CAPITAL OF COMPANIES OTHER
THAN THE ISSUING COMPA NY. THE DELEGATION THUS
GRANTED TO THE MANAGING PARTNERS IS VALID FOR
A PERIOD OF TWENTY-SIX MONTHS BEGINNING FROM
THIS MEETING.
E.10 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management
NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS
AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT
OF THE STATU TORY AUDITORS, AND IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLES L.225-129-2 A
ND L.228-92 OF THE CODE DE COMMERCE (THE FRENCH
COMMERCIAL CODE): AUTHORISES T HE MANAGING PARTNERS
TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
ISSUES, IN THE PROPORTION AND AT PERIODS IT DEEMS
FIT, BY ISSUING, IN FRANCE AND ABROAD, THE COMPANY
S COMMON SHARES AS WELL AS ALL SECURITIES OF
ANY KIND WHICH GIVE O R CAN GIVE IMMEDIATE OR
FUTURE ACCESS, BY ALL MEANS, AND PARTICULARLY
THROUGH DEBT SECURITIES, TO THE CAPITAL OF THE
COMPANY; RESOLVES THAT THE TOTAL AMOUNT OF THE
CAPITAL INCREASES THAT COULD BE CARRIED OUT IMMEDIATELY
OR IN THE FUTU RE, MAY NOT EXCEED A NOMINAL VALUE
OF THREE HUNDRED MILLION (300,000,000) EURO S.
THIS AMOUNT MAY BE INCREASED BY THE NOMINAL VALUE
OF ADDITIONAL SHARES TO B E ISSUED TO PRESERVE
THE RIGHTS OF HOLDERS OF SECURITIES THAT GIVE
RIGHT TO TH E COMPANY S SHARES, IN ACCORDANCE
WITH THE LAW; ALSO RESOLVES THAT THE NOMINAL
AMOUNT OF DEBT SECURITIES LIABLE TO BE ISSUED
IN APPLICATION OF THIS DELEGATI ON OF AUTHORITY
MAY NOT EXCEED TWO BILLION AND FIVE MILLION (2,500,000,000)
EU ROS OR THE EQUIVALENT VALUE OF THIS AMOUNT
IN THE EVENT OF THE ISSUE IN FOREIG N CURRENCY
OR IN UNITS OF ACCOUNT THAT ARE FIXED IN REFERENCE
TO SEVERAL CURRE NCIES. RESOLVES THAT PURSUANT
TO THE LAW, SHAREHOLDERS WILL HAVE A PRE-EMPTIVE
RIGHT TO THE SUBSCRIPTION OF SECURITIES ISSUED
BY VIRTUE OF THIS DELEGATION O F AUTHORITY; RESOLVES
THAT IN THE EVENT THAT SUBSCRIPTIONS AS OF RIGHT,
AND WH ERE APPLICABLE, SUBSCRIPTIONS FOR EXCESS
SHARES, DO NOT COMPLETELY ABSORB AN I SSUE, THE
MANAGING PARTNERS MAY, IN ADDITION TO THE OPTIONS
PROVIDED BY LAW, O FFER THE PUBLIC ALL OR PART
OF UNSUBSCRIBED SECURITIES. PURSUANT TO THE ABOVE-
MENTIONED LEGAL PROVISIONS, THE MANAGING PARTNERS
WILL HAVE ALL THE POWERS REQ UIRED TO DETERMINE
THE TERMS AND CONDITIONS OF ISSUE, ASCERTAIN
THE RESULTING INCREASES IN CAPITAL AND AMEND
THE ARTICLES OF ASSOCIATION ACCORDINGLY. THIS
D ELEGATION OF AUTHORITY IS VALID FOR A PERIOD
OF TWENTY-SIX MONTHS BEGINNING FR OM THIS MEETING.
E.11 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management
NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS
AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT
OF THE STATU TORY AUDITORS, AND IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLES L 225-129-2,
L. 225-135 AND L. 228-92 OF THE CODE DE COMMERCE
(THE FRENCH COMMERCIAL CODE): AUTHORISES THE
MANAGING PARTNERS TO INCREASE THE SHARE CAPITAL,
IN ONE OR MOR E ISSUES, IN THE PROPORTION AND
AT PERIODS IT DEEMS FIT, BY ISSUING, IN FRANCE
AND ABROAD, THE COMPANY S COMMON SHARES AS WELL
AS ALL SECURITIES OF ANY KIND WHICH GIVE OR CAN
GIVE IMMEDIATE OR FUTURE ACCESS, BY ALL MEANS,
AND PARTICUL ARLY THROUGH DEBT SECURITIES, TO
THE CAPITAL OF THE COMPANY; RESOLVES THAT THE
TOTAL AMOUNT OF THE CAPITAL INCREASES THAT COULD
BE CARRIED OUT IMMEDIATELY O R IN THE FUTURE,
MAY NOT EXCEED A NOMINAL VALUE OF THREE HUNDRED
MILLION (300, 000,000) EUROS. THIS AMOUNT MAY
BE INCREASED BY THE NOMINAL VALUE OF ADDITIONA
L SHARES TO BE ISSUED TO PRESERVE THE RIGHTS
OF HOLDERS OF SECURITIES THAT GIV E RIGHT TO
THE COMPANY S SHARES, IN ACCORDANCE WITH THE
LAW; ALSO RESOLVES THA T THE NOMINAL AMOUNT OF
DEBT SECURITIES LIABLE TO BE ISSUED IN APPLICATION
OF THIS DELEGATION OF AUTHORITY MAY NOT EXCEED
TWO BILLION AND FIVE MILLION (2,50 0,000,000)
EUROS OR THE EQUIVALENT VALUE OF THIS AMOUNT
IN THE EVENT OF THE IS SUE IN FOREIGN CURRENCY
OR IN UNITS OF ACCOUNT THAT ARE FIXED IN REFERENCE
TO SEVERAL CURRENCIES; RESOLVES TO WAIVE THE
SHAREHOLDERS PRE-EMPTIVE RIGHTS TO THE SECURITIES
TO BE ISSUED, BY VIRTUE OF THIS DELEGATION, ON
THE UNDERSTANDIN G THAT THE MANAGING PARTNERS
MAY GRANT SHAREHOLDERS A PERIOD OF SUBSCRIPTION
P RIORITY ON ALL OR PART OF THE ISSUE. THE DURATION
OF THIS PERIOD WILL BE DEFIN ED ACCORDING TO
LEGAL PROVISIONS; RESOLVES THAT THE ISSUE PRICE
OF THE SHARES TO BE ISSUED MAY NOT BE LOWER THAN
THE PRICE DEFINED BY THE LEGAL PROVISIONS, NAMELY
THE WEIGHTED AVERAGE OF THE PRICE OF THE LAGARDERE
SCA SHARE PRICE QUOT ED FOR THE THREE TRADING
SESSIONS PRECEDING THE DAY OF THE FIXING OF THE
PRICE , MINUS A MAXIMUM DISCOUNT OF 5% IF NECESSARY,
IN THE CASE OF THE ISSUE OF SEC URITIES THAT
GIVE IMMEDIATE OR FUTURE ACCESS TO THE COMPANY
S SHARES. THE ISSU E PRICE OF THESE SHARES WILL
BE CALCULATED IN SUCH A WAY THAT THE SUM RECEIVED
IMMEDIATELY BY THE COMPANY DURING THE ISSUE,
PLUS, ANY SUM THAT IT MAY SUBSEQ UENTLY RECEIVE,
BE AT LEAST EQUAL, FOR EACH SHARE ISSUED FOR
THE ISSUE UNDER C ONSIDERATION, TO THE MINIMUM
PRICE DEFINED BY THE LEGAL PROVISIONS AND MENTION
ED ABOVE. PURSUANT TO THE ABOVE-MENTIONED LEGAL
PROVISIONS, THE MANAGING PARTN ERS WILL HAVE
ALL THE POWERS REQUIRED TO DETERMINE THE TERMS
AND CONDITIONS OF ISSUE, ASCERTAIN THE RESULTING
INCREASES IN CAPITAL AND AMEND THE ARTICLES OF
ASSOCIATION ACCORDINGLY. THIS DELEGATION OF AUTHORITY
IS VALID FOR A PERIOD O F TWENTY-SIX MONTHS BEGINNING
FROM THIS MEETING.
E.12 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management
NOTIFIED OF THE REPORTS OF THE MANAGING PARTNERS,
THE SUPERVISORY BOARD AND THE SPECIAL REPORT
OF THE STATUTO RY AUDITORS, AUTHORISES THE MANAGING
PARTNERS, IN ACCORDANCE WITH THE PROVISIO NS
OF ARTICLE L. 225-135-1 OF THE CODE DE COMMERCE
(THE FRENCH COMMERCIAL CODE ), SHOULD IT OBSERVE
AN EXCESS DEMAND DURING THE ISSUE OF SECURITIES
DECIDED U PON BY VIRTUE OF THE DELEGATIONS MENTIONED
IN THE FOREGOING RESOLUTIONS, TO IN CREASE WITHIN
THIRTY DAYS AFTER THE END OF THE SUBSCRIPTION,
THE NUMBER OF SEC URITIES TO ISSUE WITHIN THE
LIMIT OF 15% OF THE INITIAL ISSUE AND WITHIN
THE L IMIT OF THE TOTAL CEILING OF THREE HUNDRED
MILLION (300,000,000) EUROS SPECIFI ED IN SAID
RESOLUTIONS, THE ISSUE PRICE OF THE SECURITIES
CONSIDERED REMAINING UNCHANGED.
E.13 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management
NOTIFIED OF THE REPORTS OF THE MANAGING PARTNERS
AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT
OF THE STAT UTORY AUDITORS: 1. AUTHORISES THE
MANAGING PARTNERS, PURSUANT TO THE PROVISION
S OF ARTICLES L. 225-129-2 AND L. 228-92 OF THE
CODE DE COMMERCE (THE FRENCH C OMMERCIAL CODE),
TO INCREASE THE COMPANY S CAPITAL IN ONE OR MORE
ISSUES, OF A MAXIMUM NOMINAL VALUE OF THREE HUNDRED
MILLION (300,000,000) EUROS, BY THE IS SUE OF
SHARES OR SECURITIES GIVING ACCESS OR THAT MAY
GIVE ACCESS TO THE CAPIT AL OF THE COMPANY, IN
CONSIDERATION FOR SECURITIES CONTRIBUTED TO AN
EXCHANGE OFFER OR A MIXED OFFER ON THE SECURITIES
OF ANOTHER COMPANY THE SHARES OF WHIC H ARE LISTED
FOR TRADING ON A STOCK EXCHANGE OF A STATE THAT
IS A PARTY TO THE AGREEMENT ON THE EUROPEAN ECONOMIC
AREA OR MEMBER OF THE ORGANISATION OF ECON OMIC
COOPERATION AND DEVELOPMENT; 2. AUTHORISES THE
MANAGING PARTNERS, PURSUAN T TO THE PROVISIONS
OF ARTICLES L.225-129.2, L.228-92 AND L. 225-147
OF THE CO MMERCIAL CODE, TO INCREASE THE COMPANY
S CAPITAL IN ONE OR MORE ISSUES, OF A M AXIMUM
NOMINAL VALUE OF EIGHTY-FIVE MILLION (85,000,000)
EUROS, BY THE ISSUE O F SHARES OR SECURITIES
GIVING ACCESS OR THAT MAY GIVE ACCESS TO THE
CAPITAL OF THE COMPANY IN CONSIDERATION FOR A
CONTRIBUTION IN KIND OF STOCK SECURITIES O R
SECURITIES THAT GIVE ACCESS TO THE CAPITAL OF
ANOTHER COMPANY, GIVEN THAT TH E PROVISIONS OF
THE ABOVE-MENTIONED ARTICLE L. 225-148 ARE NOT
APPLICABLE; 3. RESOLVES TO REVOKE THE PRE-EMPTIVE
RIGHTS OF SHAREHOLDERS TO THE ABOVE-MENTION ED
SECURITIES; 4. ALSO RESOLVES THAT THE NOMINAL
AMOUNT OF DEBT SECURITIES ISS UED IN APPLICATION
OF THIS AUTHORISATION MAY NOT EXCEED TWO BILLION
AND FIVE M ILLION (2,500,000,000) EUROS OR THE
EQUIVALENT VALUE OF THIS AMOUNT IN THE EVE NT
OF THE ISSUE IN FOREIGN CURRENCY OR IN UNITS
OF ACCOUNT THAT ARE FIXED IN R EFERENCE TO SEVERAL
CURRENCIES. AS ESTABLISHED BY THE ABOVE-MENTIONED
LEGAL PR OVISIONS, THE MANAGING PARTNERS WILL
HAVE THE AUTHORITY REQUIRED TO SET THE TE RMS
AND CONDITIONS OF THE ISSUES, TO ASCERTAIN THE
EFFECTIVITY OF THE RESULTIN G CAPITAL INCREASES,
IF ANY, AND TO PROCEED WITH THE CORRELATIVE MODIFICATION
OF THE ARTICLES OF ASSOCIATION. THIS DELEGATION
IS VALID FOR A PERIOD OF TWENT Y-SIX MONTHS BEGINNING
FROM THIS MEETING.
O.14 THE GENERAL MEETING, RULING WITH THE QUORUM AND Management
MAJORITY NEEDED FOR ORDINARY M EETINGS, AFTER
BEING NOTIFIED OF THE REPORTS OF THE MANAGING
PARTNERS AND THE SUPERVISORY BOARD AND IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLES L.225-129- 2,
L.228-92 AND L.225-130 OF THE COMMERCIAL CODE:
AUTHORISES THE MANAGING PART NERS TO INCREASE,
IN ONE OR SEVERAL ISSUES, THE SHARE CAPITAL WITHIN
A LIMIT O F A MAXIMUM NOMINAL AMOUNT OF THREE
HUNDRED MILLION (300,000,000) EUROS, AN AU TONOMOUS
AMOUNT WITH RESPECT TO THE CEILING ESTABLISHED
BY THE EIGHTEENTH RESO LUTION, BY THE INCORPORATION
OF RESERVES, PROFITS AND/OR PREMIUMS, THROUGH
THE CREATION AND FREE ALLOTMENT OF EQUITY SECURITIES
OR BY INCREASING THE NOMINAL VALUES OF THE EXISTING
SHARES OR BY THE COMBINED USE OF THE TWO PROCEDURES;
R ESOLVES THAT FRACTIONAL SHARES WILL BE NEITHER
NEGOTIABLE NOR TRANSFERABLE, AN D THAT THE CORRESPONDING
EQUITY SECURITIES WILL BE SOLD. THE SUMS FROM
THE SAL E WILL BE ALLOCATED TO RIGHTS HOLDERS
NO LATER THAN THIRTY DAYS AFTER THE DATE ON WHICH
THE WHOLE NUMBER OF GRANTED SHARES IS REGISTERED
ON THEIR ACCOUNT. P URSUANT TO THE ABOVE-MENTIONED
LEGAL PROVISIONS, THE MANAGING PARTNERS WILL
HA VE ALL THE POWERS REQUIRED TO DETERMINE THE
TERMS AND CONDITIONS OF THE OPERAT IONS, ASCERTAIN
THE RESULTING INCREASES IN CAPITAL AND AMEND
THE ARTICLES OF A SSOCIATION ACCORDINGLY. THIS
DELEGATION OF AUTHORITY IS VALID FOR A PERIOD
OF TWENTY-SIX MONTHS BEGINNING FROM THIS MEETING.
E.15 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management
NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS
AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT
OF THE STATU TORY AUDITORS AND IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLES L.225-129-2,
L .225-138 AND L.225-138-1 OF THE CODE DE COMMERCE
(THE FRENCH COMMERCIAL CODE) AND ARTICLES L.443-1
ET SEQ. OF THE LABOUR CODE: AUTHORISES THE MANAGING
PARTN ERS TO INCREASE THE SHARE CAPITAL, IN ONE
OR SEVERAL ISSUES, IN THE PROPORTION AND AT PERIODS
IT DEEMS FIT, BY ISSUING, IN FRANCE AND ABROAD,
THE COMPANY S COMMON SHARES WITHIN THE LIMIT
OF A MAXIMUM NOMINAL VALUE OF THIRTY MILLION
(3 0,000,000) EUROS; RESOLVES TO REVOKE THE PRE-EMPTIVE
RIGHT OF HOLDERS OF THE S HARES TO BE ISSUED
IN FAVOUR OF THE COMPANY S EMPLOYEES AND THOSE
OF AFFILIATE D GROUPINGS WITHIN THE MEANING OF
ARTICLE L. 225-180 OF THE COMMERCIAL CODE WH
O CONTRIBUTE TO A CORPORATE SAVINGS PLAN AND/OR
A VOLUNTARY EMPLOYEE PARTNERSH IP SAVINGS PLAN
FOR RETIREMENT; RESOLVES THAT THE SUBSCRIPTION
PRICE OF THE SH ARES TO ISSUE MAY NOT EXCEED
THE AVERAGE OF THE PRICES QUOTED FOR THE TWENTY
T RADING SESSIONS PRECEDING THE DAY OF THE DECISION
OF THE MANAGING PARTNERS TO SET THE OPENING DATE
OF SUBSCRIPTION, NOR BE LESS THAN 20% OF THIS
AVERAGE OR 30% IF THE FREEZE PERIOD SPECIFIED
BY THE PLAN IN ACCORDANCE WITH ARTICLE L. 4 43-6
OF THE LABOUR CODE WERE TO BE HIGHER THAN OR
EQUAL TO TEN YEARS. THE MANA GING PARTNERS MAY
REDUCE THE AMOUNT OF THE DISCOUNT ON A CASE BY
CASE BASIS, I N PARTICULAR FOR CERTAIN FOREIGN
EMPLOYEES IN ORDER TO COMPLY WITH LEGAL AND R
EGULATORY CONSTRAINTS, NOTABLY TAX, ACCOUNTING
OR LABOUR CONSTRAINTS APPLICABL E IN THE COUNTRIES
OF OPERATION OF THE COMPANIES OF THE LAGARDERE
GROUP PARTIC IPATING IN THE CAPITAL INCREASE
IN QUESTION; AUTHORISES THE MANAGING PARTNERS
TO ALLOT BONUS LAGARDERE SCA SHARES OR OTHER
SECURITIES GIVING ACCESS TO SHARE S THAT HAVE
BEEN ISSUED OR ARE TO BE ISSUED, IN ACCORDANCE
WITH THE PROVISIONS OF THE 4TH PARAGRAPH OF ARTICLE
L.443-5 OF THE LABOUR CODE; THE GENERAL MEETI
NG EMPOWERS THE MANAGING PARTNERS, WITHIN THE
LIMITS SPECIFIED ABOVE, TO SET T HE TERMS AND
CONDITIONS OF IMPLEMENTATION OF THE CAPITAL INCREASE
OR INCREASES AND/OR ALLOTMENTS THAT WILL BE DECIDED
BY VIRTUE OF THIS DELEGATION, IN PARTI CULAR,
TO: DEFINE THE CRITERIA THAT COMPANIES WITHIN
THE CONSOLIDATION SCOPE O F THE GROUP MUST MEET
TO ENABLE THEIR EMPLOYEES TO BENEFIT FROM THE
CAPITAL IN CREASES AUTHORISED ABOVE; SET THE
CONDITIONS, IN PARTICULAR SENIORITY, TO BE M
ET BY BENEFICIARIES OF THE SHARES THAT ARE ISSUED
OR TO BE ISSUED, AND IN PART ICULAR, DECIDE WHETHER
THE SHARES MAY BE SUBSCRIBED INDIVIDUALLY BY
EMPLOYEES WHO CONTRIBUTE TO A GROUP OR COMPANY
SAVINGS PLAN OR A VOLUNTARY EMPLOYEE PART NERSHIP
SAVINGS PLAN OR THROUGH INVESTMENT FUNDS OF THE
COMPANY OR OTHER STRUC TURES OR ENTITIES RECOGNISED
BY THE APPLICABLE LEGAL OR REGULATORY PROVISIONS;
SET THE TERMS AND CONDITIONS OF THE ISSUES AND
ALLOTMENTS AND IN PARTICULAR, DEFINE THE NUMBER
OF SHARES TO ISSUE OR ALLOT, THE ISSUE PRICE
WITHIN THE LIMI TS DEFINED ABOVE AND THE OPENING
AND CLOSING DATES OF SUBSCRIPTION; IN THE EVE
NT OF THE ALLOTMENT OF SHARES OR SECURITIES GRANTING
ACCESS TO THE COMPANY S C APITAL, CHOOSE, TO
TOTALLY OR PARTIALLY REPLACE THE ALLOTMENT OF
THESE SHARES AT THE MAXIMUM DISCOUNTS SPECIFIED
ABOVE WITH THE DETERMINING OF THE ISSUE PRI CE,
ALLOCATE THE EQUIVALENT OF THESE SECURITIES TO
THE ADDITIONAL AMOUNT PAID BY THE COMPANY, OR
COMBINE THE TWO POSSIBILITIES; ASCERTAIN THE
REALISATION OF THE CAPITAL INCREASE OR INCREASES
UP TO THE LIMIT OF THE AMOUNT OF SHARES THA T
ARE ACTUALLY SUBSCRIBED OR ISSUED AND AMEND THE
ARTICLES OF ASSOCIATION ACCO RDINGLY; IF NECESSARY,
ALLOCATE THE EXPENSES CORRESPONDING TO THESE
CAPITAL IN CREASES TO THE AMOUNT OF PREMIUMS
THAT WILL BE ASSOCIATED WITH THEM AND DEDUCT
FROM THIS AMOUNT THE SUMS REQUIRED TO BRING THE
LEGAL RESERVE TO A TENTH OF T HE NEW CAPITAL
RESULTING FROM THE CAPITAL INCREASE; AND GENERALLY
TAKE ALL THE NECESSARY STEPS TO COMPLETE THE
CAPITAL ISSUE OR ISSUES. THE DELEGATION OF AU
THORITY THUS GRANTED TO THE MANAGING PARTNERS
IS VALID FOR A PERIOD OF TWENTY- SIX MONTHS BEGINNING
FROM THIS MEETING.
E.16 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management
READ THE REPORTS OF THE MANAGIN G PARTNERS AND
THE SUPERVISORY BOARD AS WELL AS THE SPECIAL
REPORT OF THE STAT UTORY AUDITORS, AND PURSUANT
TO THE PROVISIONS OF ARTICLES L.129-2 AND L.
225- 197-1 ET SEQ. OF THE CODE DE COMMERCE (THE
FRENCH COMMERCIAL CODE): AUTHORISES THE MANAGING
PARTNERS TO GRANT SCRIP ISSUES OF EXISTING OR
FUTURE SHARES, ON ONE OR MORE OCCASIONS, TO ALL
OR SOME EMPLOYEES OF THE COMPANY AND GROUPINGS
A ND COMPANIES AFFILIATED WITH IT WITHIN THE
MEANING OF ARTICLE L.225-197-2 OF S AID CODE;
RESOLVES THAT THE TOTAL NUMBER OF SHARES ALLOTED
UNDER THE SCRIP ISS UE MAY NOT EXCEED 1% OF THE
NUMBER OF SHARES MAKING UP THE CURRENT SHARE
CAPIT AL; RESOLVES THAT THE ALLOTMENT OF SHARES
TO THE BENEFICIARIES WILL ONLY BECOM E FINAL
AT THE END OF AN ACQUISITION PERIOD THAT MAY
NOT BE LESS THAN TWO YEAR S; RESOLVES THAT THE
SHARES ALLOTTED MUST BE KEPT FOR A PERIOD THAT
MAY NOT BE LESS THAN TWO YEARS AS FROM THE DATE
OF THEIR FINAL ALLOTMENT; ACKNOWLEDGES T HAT
THIS AUTHORISATION ENTAILS THE WAIVING BY SHAREHOLDERS
OF THEIR RIGHT TO R ESERVES, PROFITS AND PREMIUMS
THAT MAY BE PLOUGHED BACK INTO THE CAPITAL AT
TH E END OF THE ACQUISITION PERIOD IN THE EVENT
OF THE ISSUE OF NEW SHARES ALLOTT ED FREE OF
CHARGE UNDER THIS RESOLUTION; GRANTS THE MANAGING
PARTNERS THE MOST EXTENSIVE POWERS, WITHIN THE
LIMITS SPECIFIED ABOVE AND WITHIN THE LEGAL LIMI
TS IN FORCE, TO: - DETERMINE THE IDENTITY OF
BENEFICIARIES; - SET THE CONDITIO NS, AND IF
NECESSARY, THE SHARE ALLOTMENT CRITERIA; - CARRY
OUT DURING THE ACQ UISITION PERIOD, IF NECESSARY,
ADJUSTMENTS TO THE NUMBER OF SHARES ALLOTTED
IN THE EVENT OF OPERATIONS ON THE COMPANY S CAPITAL
IN ORDER TO PRESERVE THE RIG HTS OF BENEFICIARIES;
- CARRY OUT THE NECESSARY CAPITAL INCREASES BY
CAPITALIS ATION OF RESERVES, PROFITS OR PREMIUMS;
- AMEND THE COMPANY S ARTICLES OF ASSO CIATION
ACCORDINGLY; - AND GENERALLY, TAKE ALL THE NECESSARY
STEPS TO IMPLEMEN T THIS AUTHORISATION AND, IN
PARTICULAR, CARRY OUT ALL REGISTRATION AND PUBLIC
ITY ACTS AND FORMALITIES, ACKNOWLEDGE THE CAPITAL
INCREASES AND AMEND THE ARTI CLES OF ASSOCIATION
ACCORDINGLY. THE DELEGATION OF AUTHORITY THUS
GRANTED TO T HE MANAGING PARTNERS IS VALID FOR
A PERIOD OF THIRTY-EIGHT MONTHS AS FROM THIS MEETING.
E.17 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management
NOTIFIED OF THE REPORTS OF THE MANAGING PARTNERS
AND THE SUPERVISORY BOARD, AND CONSEQUENT TO
THE ADOPTION OF THE NINTH, TENTH, ELEVENTH, TWELFTH,
THIRTEENTH, FIFTEENTH AND SIXTEENTH RESO LUTIONS,
RESOLVES: TO FIX AT THREE HUNDRED MILLION (300,000,000)
EUROS THE MAX IMUM NOMINAL AMOUNT OF THE IMMEDIATE
AND/OR FUTURE CAPITAL INCREASES, THAT COU LD
BE CARRIED OUT BY VIRTUE OF THE AUTHORISATIONS
CONFERRED BY THE FOREGOING R ESOLUTIONS, WITH
THE UNDERSTANDING THAT THIS NOMINAL AMOUNT MAY
BE INCREASED B Y THE NOMINAL VALUE OF THE ADDITIONAL
EQUITY SECURITIES TO BE ISSUED TO PRESER VE THE
RIGHTS OF BEARERS OF SECURITIES ENTITLING THE
HOLDERS TO SHARES, IN COM PLIANCE WITH THE LAW;
AND TO SET THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES THAT CAN BE ISSUED IN APPLICATION
OF THE AUTHORISATIONS GRANTED BY THE FOREGO ING
RESOLUTIONS, AT TWO BILLION FIVE HUNDRED MILLION
(2,500,000,000) EUROS OR THE EQUIVALENT VALUE
OF THIS AMOUNT IN FOREIGN CURRENCY OR IN UNITS
OF ACCOUNT THAT ARE FIXED IN REFERENCE TO SEVERAL
CURRENCIES.
E.18 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management
NOTIFIED OF THE REPORT OF THE M ANAGING PARTNERS
AND THE AUDITORS SPECIAL REPORT, AUTHORISES
THE MANAGING PAR TNERS TO REDUCE SHARE CAPITAL
BY CANCELLING, ON ONE OR SEVERAL OCCASIONS, ALL
OR PART OF THE COMPANY S SHARES ACQUIRED IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE L.225-209 OF THE
CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE),
AND BY VIRTUE OF THE AUTHORISATIONS GRANTED BY
THE COMPANY S ANNUAL GENERAL MEETINGS . THE GENERAL
MEETING RESOLVES THAT SUCH A REDUCTION MAY NOT
CONCERN MORE THAN 10% OF THE CURRENT SHARE CAPITAL
FOR EACH 24-MONTH PERIOD. THE MANAGING PARTN
ERS WILL CHARGE THE DIFFERENCE BETWEEN THE NET
BOOK VALUE OF SHARES THAT HAVE BEEN CANCELLED
IN THIS WAY AND THE NOMINAL AMOUNT OF THE CAPITAL
REDUCTION TO THE PREMIUMS, RESERVES OR AVAILABLE
PROFITS ACCORDING TO TERMS THAT THEY WILL DETERMINE.
THE GENERAL MEETING CONSEQUENTLY GRANTS THE MANAGING
PARTNERS FULL POWERS TO CARRY OUT SUCH A REDUCTION,
TO SETTLE ANY OBJECTIONS, ASCERTAIN THE CAPITAL
REDUCTIONS RESULTING FROM THE CANCELLATIONS AUTHORISED
BY THIS RESOLUT ION, AMEND THE COMPANY S ARTICLES
OF ASSOCIATION ACCORDINGLY, AND GENERALLY TA
KE ALL NECESSARY STEPS REQUIRED FOR CARRYING
OUT THE REDUCTION IN CAPITAL. THE DELEGATION
THUS GRANTED TO THE MANAGING PARTNERS IS VALID
FOR FOUR YEARS AS F ROM THIS MEETING. IT TERMINATES
AND SUPERSEDES THE DELEGATION GRANTED ON 21 MA
Y 2001.
O.19 THE ORDINARY GENERAL MEETING HAS GRANTED THE Management
NECESSARY POWERS TO THE BEARER OF AN ORIGINAL
COPY, EXCERPT, OR A CERTIFIED TRUE COPY OF THE
MINUTES OF THIS ME ETING TO CARRY OUT ALL THE
LEGAL OR REGULATORY FORMALITIES WHEREVER NECESSARY.
- -----------------------------------------------------------------------------------------------------------------------------
RANDSTAD HOLDING NV AGM Meeting Date: 05/10/2005
Issuer: N7291Y137 ISIN: NL0000379121 BLOCKING
SEDOL: 5228658, 5360334
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING AND ANNOUNCEMENTS Management
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
FOR 2004
3.a APPROVE THE FINANCIAL STATEMENTS FOR 2004 Management
3.b APPROVE THE RESERVES AND DIVIDENDS POLICY Management
3.c APPROVE THE DIVIDEND DISTRIBUTION Management
4.a GRANT DISCHARGE TO THE MEMBERS OF THE EXECUTIVE Management
BOARD FOR THEIR DUTIES IN 2004
4.b GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management
BOARD FOR THEIR DUTIES IN 20 04
5. RE-APPOINT MR. J.C.M. HOVERS AS A MEMBER OF THE Management
SUPERVISORY BOARD
6. RE-APPOINT MR. A.H.J. RISSEEUW AS A DIRECTOR Management
OF THE STICHTING ADMINISTRATIEKAN TOOR PREFERENTE
AANDELEN RANDSTAD HOLDING
7. APPROVE THE CORPORATE GOVERNANCE Management
8.a APPROVE THE REMUNERATION POLICY OF THE EXECUTIVE Management
BOARD
8.b APPROVE THE REMUNERATION OF THE EXECUTIVE BOARD Management
IN THE SHARES AND SHARE OPTION S
9. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
10. AMEND THE ARTICLES OF ASSOCIATION Management
11. APPOINT THE EXTERNAL AUDITOR FOR THE FY 2005 Management
12. ANY OTHER BUSINESS AND ADJOURNMENT Other
- -----------------------------------------------------------------------------------------------------------------------------
SACYR VALLEHERMOSO SA OGM Meeting Date: 05/10/2005
Issuer: E6038H118 ISIN: ES0182870214
SEDOL: 5504789, 5931194, B031RN1, B06MMX6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
11 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. APPROVE THE ANNUAL ACCOUNTS, BALANCE SHEET, PROFIT Management For
AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS AND
OF THE COMPANY MANAGEMENT OF SACYR VALLEHERMOSO,
S. A. AND ITS CONSOLIDATED GROUP; ALL OF THE
FOREGOING WITH REFERENCE TO THE YE 31 DEC 2004
2. APPROVE, THE APPLICATION OF 2004 PROFITS; TO Management For
INCREASE THE FUNDS IN THE VOLUNTA RY RESERVE
ACCOUNT CHARGING THE FOLLOWING ACCUMULATED RETAIN
EARNINGS ACCOUNTS ACCOUNT FOR MERGE DUE TO THE
APPRECIATION, ACCORDING TO THE SPANISH ACT 76
19 80, LEY 76 1980; RESERVE, ACCORDING TO THE
MINISTRY OF FINANCIAL MINISTERIAL O RDER DATED
25 JUN 1958
3. APPOINT THE DIRECTORS AND APPROVE TO SET THE Management For
NUMBER OF DIRECTORS
4. AUTHORIZE THE COMPANY AND ITS SUBSIDIARY COMPANIES Management For
TO ACQUIRE OWN SHARES UNDER THE ADDITIONAL PROVISION
1 OF THE SPANISH LIMITED COMPANIES ACT, LEY DE
SOCIE DADES ANONIMAS; RENDERING VOID THE AUTHORIZATION
GRANTED BY THE GENERAL MEETIN G OF SHAREHOLDERS
HELD ON 25 JUN 2004
5. APPROVE TO RAISE THE SHARE CAPITAL BY EUR 8, Management For
317, 291 THROUGH THE ISSUE OF 8, 317, 291 SHARES
WITH A NOMINAL VALUE OF EUR 1 EACH, OF THE SAME
CLASS AND SERI ES AS THE EXISTING SHARES, CHARGING
THE RESERVE ACCOUNT FOR MERGE DUE TO APPRE CIATION
AS PER THE ACT 76 1980; AMEND THE ARTICLE 5 OF
THE COMPANY BYLAWS; AND AUTHORIZE THE BOARD OF
DIRECTORS TO APPLY FOR QUOTATION IN MADRID, BARCELONA,
BILBAO AND VALENCIA STOCK EXCHANGES AND FOR TRADING
THROUGH THE EECTRONIC STO CKMARKET AND EURONEXT
LISBON
6. AUTHORIZE THE BOARD OF DIRECTORS TO CONSTRUE, Management For
RECTIFY, COMPLEMENT, EXECUTE AND DEVELOP THE
RESOLUTIONS ADOPTED BY THE GENERAL MEETING AS
WELL AS TO DEPUTY T HE POWERS GRANTED TO IT BY
THE MEETING AND GRANT AUTHORITY FOR THE PUBLIC
RECO RDING OF THE RESOLUTIONS
- -----------------------------------------------------------------------------------------------------------------------------
THOMSON OGM Meeting Date: 05/10/2005
Issuer: F91823108 ISIN: FR0000184533 BLOCKING
SEDOL: 5802375, 5988930, 5994012, 7165537, B030QW0, B03XP44
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING.THANK YOU Non-Voting
* PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 10
MAY 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.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPL ETE, 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 SHAREOWNERS:
* APPROVE THE BOARD OF DIRECTORS REPORT AND THE Non-Voting
STATUTORY AUDITORS REPORT ON TH E FYE 31 DEC
2004 AND THE SPECIAL REPORTS OF THE STATUTORY
AUDITORS
* APPROVE THE REPORT OF THE CHAIRMAN OF THE BOARD Non-Voting
OF DIRECTORS ON THE PREPARATIO N AND ORGANIZATION
OF THE BOARD S WORKS AND ON INTERNAL AUDIT PROCEDURES,
AND THE STATUTORY AUDITORS REPORT RELATING TO
THE REPORT OF THE CHAIRMAN OF THE B OARD OF DIRECTORS
O.1 APPROVE THE PARENT-COMPANY S STATUTORY FINANCIAL Management
STATEMENTS FOR THE FYE 31 DEC 2004
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE FYE 31 DEC 2004
O.3 APPROVE THE ALLOCATION OF INCOME FOR THE FYE Management
31 DEC 2004
O.4 APPROVE THE AGREEMENTS REFERRED TO IN ARTICLE Management
L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CHRISTIAN Management
BLANC AS A DIRECTOR
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARCEL Management
ROULET AS A DIRECTOR
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOW THE Management
COMPANY PURCHASE ITS OWN SHARES
O.8 APPROVE THE END OF THE DELEGATION GRANTED BY Management
THE 1ST RESOLUTION OF THE ORDINAR Y SHAREHOLDERS
MEETING OF 15 SEP 2000 TO ISSUE BONDS
O.9 GRANT POWERS TO CARRY OUT ALL FORMALITIES Management
E.1 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
CAPITAL THROUGH THE CANCELLATIO N OF THE SHARES
ACQUIRED UNDER ARTICLE L. 225-209 OF THE FRENCH
COMMERCIAL COD E
E.2 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management
TO APPROVE A CAPITAL INCREASE , THROUGH THE ISSUANCE
- WITH PREFERRED SUBSCRIPTION RIGHTS - OF SHARES
AND/OR ISSUANCE OF SECURITIES WHICH HAVE ACCESS
TO THE CAPITAL OF THE COMPANY AND/OR SECURITIES
GIVING AN ENTITLEMENT TO DEBT SECURITIES
E.3 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management
TO APPROVE A CAPITAL INCREASE , THROUGH THE ISSUANCE
- WITHOUT PREFERRED SUBSCRIPTION RIGHTS - OF
SHARES AND /OR ISSUANCE OF SECURITIES WHICH HAVE
ACCESS TO THE CAPITAL OF THE COMPANY AND /OR
SECURITIES GIVING AN ENTITLEMENT TO DEBT SECURITIES
E.4 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management
TO APPROVE A CAPITAL INCREASE BY CAPITALIZING
PREMIUMS, RESERVES, PROFITS OR OTHERWISE
E.5 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management
TO INCREASE THE NUMBER OF SEC URITIES TO BE ISSUED
IN CASE OF A CAPITAL INCREASE WITH OR WITHOUT
PREFERRED S UBSCRIPTION RIGHTS
E.6 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management
TO INCREASE THE CAPITAL IN FA VOR OF MEMBERS
OF COMPANY SAVINGS PLANS WITHOUT PREFERRED SUBSCRIPTION
RIGHTS IN FAVOR OF THE LATTER
E.7 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management
TO GRANT STOCK OPTIONS TO SUB SCRIBE OR TO PURCHASE
SHARES TO STAFF OR CORPORATE OFFICERS OF THE
COMPANY OR COMPANIES RELATED TO IT THROUGH DIRECT
OR INDIRECT INTERESTS
E.8 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management
TO GRANT, FOR FREE, EXISTING OR FUTURE SHARES
IN FAVOR OF ALL OR A PORTION OF THE GROUP S EMPLOYEES
OR CORP ORATE OFFICERS
- -----------------------------------------------------------------------------------------------------------------------------
UNILEVER NV OGM Meeting Date: 05/10/2005
Issuer: N8981F156 ISIN: NL0000009348 BLOCKING
SEDOL: 5635333, 5635355, 5640898, 5683020, 5684528, 5686472, 5851009, B018QQ0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting
BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE
CUT-OFF DATE SET TO 27 APR 2005 AND ONE DAY FOLLOWING
THE RE GISTRATION DATE SET TO 03 MAY 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-O FF DATE
ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE
INST RUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION
DATE. SHARES CAN BE TRADED THE REAFTER. THANK
YOU
1. CONSIDERATION OF THE ANNUAL REPORT FOR THE 2004 Non-Voting
FINANCIAL YEAR SUBMITTED BY TH E BOARD OF DIRECTORS
AND THE REPORT OF THE REMUNERATION COMMITTEE.
2. ADOPTION OF THE ANNUAL ACCOUNTS AND APPROPRIATION Management
OF THE PROFIT FOR THE 2004 F INANCIAL YEAR.
3. DISCHARGE OF THE EXECUTIVE DIRECTORS. Management
4. DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. Management
5. CORPORATE GOVERNANCE AND ALTERATIONS TO THE ARTICLES Management
OF ASSOCIATION.
6.A APPOINTMENT OF EXECUTIVE DIRECTORS - PJ CESCAU Management
6.B APPOINTMENT OF EXECUTIVE DIRECTORS - CJ VAN DER Management
GRAAF
6.C APPOINTMENT OF EXECUTIVE DIRECTORS - RHP MARKHAM Management
6.D APPOINTMENT OF EXECUTIVE DIRECTORS - RD KUGLER Management
7.A APPOINTMENT OF NON-EXECUTIVE DIRECTORS - A BURGMANS Management
7.B APPOINTMENT OF NON-EXECUTIVE DIRECTORS - THE Management
RT HON THE LORD BRITTAN OF SPENNI THORNE QC DL
7.C APPOINTMENT OF NON-EXECUTIVE DIRECTORS - THE Management
RT HON THE BARONESS CHALKER OF WA LLASEY
7.D APPOINTMENT OF NON-EXECUTIVE DIRECTORS - B COLLOMB Management
7.E APPOINTMENT OF NON-EXECUTIVE DIRECTORS - PROFESSOR Management
W DIK
7.F APPOINTMENT OF NON-EXECUTIVE DIRECTORS - O FANJUL Management
7.G APPOINTMENT OF NON-EXECUTIVE DIRECTORS - H KOPPER Management
7.H APPOINTMENT OF NON-EXECUTIVE DIRECTORS - THE Management
LORD SIMON OF HIGHBURY CBE
7.I APPOINTMENT OF NON-EXECUTIVE DIRECTORS - J VAN Management
DER VEER
8. REMUNERATION OF DIRECTORS. Management
9. NLG 0.10 CUMULATIVE PREFERENCE SHARES; REDUCTION Management
OF THE ISSUED CAPITAL BY CANC ELLATION, IN ACCORDANCE
WITH ARTICLES 99 AND 100 OF THE NETHERLANDS CIVIL
CODE , OF THE NLG 0.10 CUMULATIVE PREFERENCE SHARES.
10. APPOINTMENT OF AUDITORS CHARGED WITH THE AUDITING Management
OF THE ANNUAL ACCOUNTS FOR T HE 2005 FINANCIAL
YEAR.
11. DESIGNATION, IN ACCORDANCE WITH ARTICLES 96 AND Management
96A OF BOOK 2 OF THE NETHERLAN DS CIVIL CODE,
OF THE BOARD OF DIRECTORS AS THE COMPANY BODY
AUTHORIZED IN RES PECT OF THE ISSUE OF SHARES
IN THE COMPANY.
12. AUTHORIZATION, IN ACCORDANCE WITH ARTICLE 98 Management
OF BOOK 2 OF THE NETHERLANDS CIVI L CODE, OF
THE BOARD OF DIRECTORS TO PURCHASE SHARES IN
THE COMPANY AND DEPOSI TARY RECEIPTS THEREFORE.
13. QUESTIONS. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
UNILEVER NV OTH Meeting Date: 05/10/2005
Issuer: N8981F156 ISIN: NL0000009348 BLOCKING
SEDOL: 5635333, 5635355, 5640898, 5683020, 5684528, 5686472, 5851009, B018QQ0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. 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 03 MAY 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE DESIGNATION OF THE NEWLY ESTABLISHED Management
FOUNDATION STICHTING ADMINIS TRATIEKANTOOR UNILEVER
N.V. AS ANOTHER TRUST OFFICE WITHIN THE MEANING
OF ART ICLE 18 PARAGRAPH 1 OF THE APPLICABLE
CONDITIONS OF ADMINISTRATION DATED 06 MA Y 1999
3. ANY OTHER BUSINESS Non-Voting
4. CLOSURE Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
CATHAY PACIFIC AIRWAYS LTD AGM Meeting Date: 05/11/2005
Issuer: Y11757104 ISIN: HK0293001514
SEDOL: 5290334, 6179755, 6179777
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
ACCOUNTS FOR THE YE 31 DEC 2004
2.1 RE-ELECT MR. MARTIN CUBBON AS A DIRECTOR Management For
2.2 RE-ELECT MR. JAMES HUGHES-HALLETT AS A DIRECTOR Management For
2.3 RE-ELECT MR. RAYMOND YUEN AS A DIRECTOR Management Against
3. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
4. AUTHORIZE THE DIRECTORS EXERCISING DURING THE Management For
RELEVANT PERIOD ALL THE POWERS O F THE COMPANY
TO MAKE ON-MARKET SHARE REPURCHASES WITHIN THE
MEANING OF THE C ODE ON SHARE REPURCHASES ; THE
AGGREGATE NOMINAL AMOUNT OF THE COMPANY S SHARE
S WHICH MAY BE REPURCHASED PURSUANT TO THE APPROVAL
AS SPECIFIED SHALL NOT EXC EED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARES IN ISSUE AT THE
DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES
THE EARLIER THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN
WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY TAW TO BE HELD ; THE REFERENCES TO SHARES
IN CLUDE SECURITIES WHICH CARRY A RIGHT TO SUBSCRIBE
FOR OR PURCHASE SHARES
5. AUTHORIZE THE DIRECTORS, DURING OR AFTER THE Management Against
RELEVANT PERIOD, TO EXERSISE ALL THE POWERS OF
THE COMPANY TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL
SHARES AND TO MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS WHICH WILL OR MIGHT REQUIRE TH E
EXERCISE OF SUCH POWERS; THE AGGREGATE NOMINAL
AMOUNT OF SHARES ALLOTTED OR AGREED CONDITIONALLY
OR UNCONDITIONALLY TO BE ALLOTTED WHETHER PURSUANT
TO AN OPTION OR OTHERWISE BY THE DIRECTORS PURSUANT
TO THE APPROVAL AS SPECIFIED, OTHERWISE THAN
PURSUANT TO: I) A RIGHTS ISSUE OR II) ANY SCRIP
DIVIDEND OR SIM ILAR ARRANGEMENT PROVIDING FOR
THE ALLOTMENT OF SHARES IN LIEU OF THE WHOLE
OR PART OF A DIVIDEND ON SHARES, SHALL NOT EXCEED
THE AGGREGATE OF: AA) 20% OF T HE AGGREGATE NOMINAL
AMOUNT OF THE SHARES IN ISSUE AT THE DATE OF
PASSING THIS RESOLUTION PLUS; BB) IF THE DIRECTORS
ARE SO AUTHORIZED BY A SEPARATE ORDINA RY RESOLUTION
OF THE SHAREHOLDERS OF THE COMPANY THE NOMINAL
AMOUNT OF ANY SH ARES REPURCHASED BY THE COMPANY
SUBSEQUENT TO THE PASSING OF THIS RESOLUTION
UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE S IN ISSUE AT THE
DATE OF PASSING THIS RESOLUTION PROVIDED THAT
THE AGGREGATE NOMINAL AMOUNT OF THE SHARES SO
ALLOTTED OR SO AGREED CONDITIONALLY OR UNCON
DITIONALLY TO BE ALLOTTED PURSUANT TO THIS RESOLUTION
WHOLLY FOR CASH SHALL N OT EXCEED 5% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARES IN ISSUE AT THE
DAT E OF PASSING THIS RESOLUTION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH T HE NEXT AGM OF THE
COMPANY IS REQUIRED BY LAW TO BE HELD
6. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWERS Management For
OF THE COMPANY REFERRED IN RESO LUTION 5 IN THE
NOTICE CONVENING THIS MEETING IN RESPECT OF THE
SHARES REFERRE D TO IN SUB-PARAGRAPH (BB) OF
SUCH RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
DEXIA SA, BRUXELLES AGM Meeting Date: 05/11/2005
Issuer: B3357R218 ISIN: BE0003796134 BLOCKING
SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51
- -----------------------------------------------------------------------------------------------------------------------------
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.
* PLEASE NOTE THAT THIS IS A MIX MEETING.THANK YOU. Non-Voting
A.1 APPROVE THE ANNOUNCEMENTS OF THE MANAGING AND Non-Voting
SUPERVISORY BOARD FOR THE FY 200 4, CONSOLIDATED
ANNUAL REPORT, REPORT OF THE CHAIRMAN OF THE
MANAGING BOARD
A.2 APPROVE THE CORPORATE GOVERNANCE Non-Voting
A.3.A ADOPT THE ANNUAL REPORT 2004 Non-Voting
A.3.B APPROVE THE DESIGNATION OF THE PROFIT Non-Voting
A.3.C GRANT DISCHARGE TO THE MANAGING BOARD Non-Voting
A.3.D GRANT DISCHARGE TO THE SUPERVISORY BOARD Non-Voting
A.3.E APPOINT MR. ELIO DI RUPI IN THE MANAGING BOARD Management
A.3.F APPOINT MR. FRANCIS VERMEIREN IN THE MANAGING Management
BOARD
A.3.G APPROVE THE REPLACEMENT OF THEIRRY BRETON Management
A.3.H APPOINT THE INDEPENDENT MANAGERS Management
A.3.I APPOINT THE EXTERNAL AUDITOR Non-Voting
A.3.J APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Non-Voting
A.3.K APPROVE THE STOCK OPTION PLAN FINANCIAL SECURITY Non-Voting
ASSURANCE
E.1 APPROVE TO PURCHASE OWN SHARES Management
E.2 APPROVE TO CANCEL OWN SHARES Management
E.3 APPROVE TO ISSUE SUBSCRIPTION RIGHTS FOR THE Management
STOCK OPTION PLAN 2005
E.4 APPROVE TO ISSUE AUTHORIZATION TO THE MANAGING Management
BOARD
- -----------------------------------------------------------------------------------------------------------------------------
DEXIA SA, BRUXELLES EGM Meeting Date: 05/11/2005
Issuer: B3357R218 ISIN: BE0003796134 BLOCKING
SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51
- -----------------------------------------------------------------------------------------------------------------------------
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. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management
THE CONDITIONS IMPOSED BY LAW AND OVER A NEW
PERIOD WHICH SHALL EXPIRE 18 MONTHS AFTER THE
DATE OF THIS ORDINAR Y MEETING: I) TO ACQUIRE
ON THE STOCK MARKET OR BY ANY OTHER MEANS, AS
MANY OF THE COMPANY S OWN SHARES AS THE LAW PERMITS
AT AN EXCHANGE VALUE ESTABLISHED IN ACCORDANCE
WITH ANY LAW OR REGULATION IN FORCE AT THE TIME
OF REPURCHASE AN D WHICH MAY NOT BE LESS THAN
ONE EURO PER SHARE NOR MORE THAN 10% ABOVE THE
LA ST CLOSING PRICE ON EURONEXT BRUSSELS; AND
II) INSOFAR AS IS NECESSARY, TO DIS POSE OF THE
COMPANY S OWN SHARES,
WHERE APPROPRIATE AFT ER EXPIRY OF THE MAXIMUM
PERIOD OF 18 MONTHS PROVIDED FOR THEIR ACQUISITION;
A ND AUTHORIZE THE COMPANY S DIRECT SUBSIDIARIES
WITHIN THE MEANING OF ARTICLE 6 27(1) OF THE
COMPANY CODE TO ACQUIRE OR DISPOSE OF SHARES
IN THE COMPANY UNDER THE SAME CONDITIONS; AND
GRANT FULL POWERS TO THE BOARD OF DIRECTORS,
WHICH M AY IN ITS TURN DELEGATE THOSE POWERS
I) INSOFAR AS NECESSARY TO DETERMINE THE TERMS
AND CONDITIONS OF RESALE OR DISPOSAL OF THE OWN
SHARES AND II) INSOFAR A S NECESSARY TO IMPLEMENT
THE DISPOSAL OF THE SAID OWN SHARES; SUCH AUTHORIZATI
ONS AND DELEGATIONS SHALL ENTER INTO FORCE ON
THE SIXTH WORKING DAY AFTER THE DATE OF THIS
ORDINARY MEETING; ON THAT SAME DATE, THE TEMPORARY
AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS
AND TO THE DIRECT SUBSIDIARIES REFERRED TO ABOVE
ON THE 12 MAY 2004 SHALL END
2. APPROVE: A) TO CANCEL AND DESTROY, WITHOUT REDUCTION Management
OF CAPITAL, ALL THE OWN S HARES HELD BY THE COMPANY
ON 06 MAY 2005, OR 5 DAYS PRIOR TO THE MEETING,
INCL UDING THE SHARES WHICH, AS THE CASE MAY
BE, IT MIGHT HAVE ACQUIRED BETWEEN THE DATE OF
CONVOCATION OF THE PRESENT MEETING AND 06 MAY
2005; THE NUMBER OF SHA RES THE CANCELLATION
AND DESTRUCTION OF WHICH SHALL BE SUBJECT TO
A VOTE OF SH AREHOLDERS SHALL BE COMMUNICATED
DURING THAT MEETING; B) TO CHARGE THE NET BOO
K VALUE OF THOSE SHARES AGAINST THE UNAVAILABLE
RESERVE CONSTITUTED IN ACCORDA NCE WITH ARTICLE
623 OF THE COMPANY CODE AND TO REDUCE THE AMOUNT
OF THAT UNAV AILABLE RESERVE ACCORDINGLY; C)
AS A CONSEQUENCE TO AMEND THE FIRST PARAGRAPH
OF ARTICLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION,
WHICH SHALL INDICATE TH E NUMBER OF SHARES REPRESENTING
THE CAPITAL AS A RESULT OF THAT CANCELLATION;
AND D) TO CONFER FULL POWERS ON THE BOARD OF
DIRECTORS OR THE CHIEF EXECUTIVE OFFICER ACTING
ON HIS OWN, WITH ENTITLEMENT TO DELEGATE, TO
TAKE ALL STEPS AND TO CARRY OUT ALL ACTS NECESSARY
FOR THE IMPLEMENTATION OF THIS RESOLUTION TO
CANCEL THE OWN SHARES AND IN PARTICULAR TO PROCEED
WITH THE DESTRUCTION OF THE SECURITIES IN QUESTION
3. APPROVE THE COMMUNICATION I) OF THE SPECIAL REPORT Management
FROM THE BOARD OF DIRECTORS DRAWN UP IN ACCORDANCE
WITH ARTICLES 583(1), 596 AND 598 OF THE COMPANY
CODE RELATING TO THE ISSUE OF A MAXIMUM NUMBER
OF ONE MILLION (1,000,000) SUBSCRIPT ION RIGHTS
HEREINAFTER CALLED WARRANTS IN FAVOR OF EMPLOYEES
OF THE NETWOR K OF INDEPENDENT BRANCHES OF THE
DEXIA GROUP IN BELGIUM AND, AS THE CASE MAY B
E, EMPLOYEES OF CERTAIN FOREIGN ENTITIES OF THE
DEXIA GROUP WITHIN THE CONTEXT OF THE 2005 EMPLOYEE
SHAREHOLDING PLAN, AND THE CANCELLATION OF THE
PREFERENT IAL SUBSCRIPTION RIGHT OF EXISTING
SHAREHOLDERS ON THE OCCASION OF THAT ISSUE OF
WARRANTS AND II) THE SPECIAL REPORT FROM THE
BOARD OF AUDITORS DRAWN UP IN ACCORDANCE WITH
ARTICLE 596 OF THE COMPANY CODE RELATING TO THE
CANCELLATION O F THE PREFERENTIAL SUBSCRIPTION
RIGHT OF EXISTING SHAREHOLDERS OF THE COMPANY.
RESOLUTION, SUBJECT TO THE TWO CONDITIONS ABSOLUTE
A) OF A DECISION BY THE BO ARD OF DIRECTORS TO
PROCEED WITH THE EFFECTIVE ISSUE OF WARRANTS,
AND B) OF TH E EFFECTIVE ALLOCATION THEREOF BY
THE BOARD OF DIRECTORS OR ITS AUTHORIZED REP
RESENTATIVE(S), TO ISSUE A MAXIMUM NUMBER OF
ONE MILLION (1,000,000) WARRANTS, EACH CONFERRING
AN ENTITLEMENT TO SUBSCRIBE TO ONE SHARE IN THE
COMPANY; THAT ISSUE SHALL BE EFFECTED, WITHIN
THE CONTEXT OF THE TWO THOUSAND AND FIVE EMPL
OYEE SHAREHOLDING PLAN, IN PARTICULAR IN FAVOR
OF THE MEMBERS OF STAFF OF THE GROUP S SELF EMPLOYED
BRANCH NETWORKS, INCLUDING THAT OF DEXIA BANK
BELGIUM SA , THE SELF-EMPLOYED MEMBERS OF THE
DEXIA GROUP STAFF AND, WHERE APPLICABLE, TH E
EMPLOYEES OF CERTAIN FOREIGN SUBSIDIARIES; WARRANTS
SHALL BE EXERCISABLE EIT HER IMMEDIATELY OR ON
ONE OR MORE SPECIFIC DATES DETERMINED BY THE
BOARD OF DI RECTORS OR ITS AUTHORIZED REPRESENTATIVE(S),
AT A STRIKE PRICE WHICH, PER WARR ANT, SHALL
BE EQUAL TO THE AVERAGE OF THE CLOSING PRICES
OF THE SHARE ON EURON EXT BRUSSELS OVER A PERIOD
OF 30 DAYS PRECEDING THE DAY ON WHICH THE ISSUE
EFF ECTIVELY COMMENCES; APPROVE TO INCREASE THE
CAPITAL SUBJECT TO THE TWO CONDITI ONS ABSOLUTE
(A) OF THE EFFECTIVE ISSUE OF THE WARRANTS AND
(B) THEIR EXERCISE , BY AN AMOUNT EQUAL TO THE
PROCEEDS FROM THE NUMBER OF SHARES ISSUED FOLLOWIN
G THE EXERCISE OF THE WARRANTS AT THE PAR VALUE
OF THE ORDINARY SHARES IN EXIS TENCE IN THE COMPANY
AT THE TIME OF THE INCREASE OF CAPITAL, BY ISSUING
A NUMB ER OF ORDINARY SHARES IN THE COMPANY COMBINED
WITH VVPR STRIPS DETERMINED AS D ESCRIBED ABOVE;
THE SHARES THUS CREATED SHALL ENJOY THE SAME
RIGHTS AS THE EXI STING SHARES AND SHALL QUALIFY
FOR THE DIVIDEND RELATING TO THE ACCOUNTING YEA
R DURING WHICH THEY ARE ISSUED; ANY DIFFERENCE
BETWEEN THE SUM ACCOUNTED FOR B Y THE STRIKE
PRICE AT WHICH THE WARRANTS ARE EXERCISED AND
THE AMOUNT OF THE C APITAL INCREASE SHALL BE
ALLOCATED AS AN ISSUE PREMIUM TO AN UNAVAILABLE
ISSU E PREMIUM RESERVE ACCOUNT
4. APPROVE TO CONFER ON MEMBERS OF THE BOARD OF Management
DIRECTORS OR OF THE MANAGEMENT BO ARD ACTING
IN PAIRS OR THE CHIEF EXECUTIVE OFFICER ACTING
ON HIS OWN, WITH POW ER OF SUBSTITUTION, ALL
POWERS TO IMPLEMENT THE RESOLUTIONS TO BE PASSED
ON TH E FOREGOING ITEMS ON THE AGENDA AND IN
PARTICULAR ALL THE CHANGES OR ADJUSTMEN TS TO
THE TERMS OF ISSUE OF WARRANTS WITHOUT, HOWEVER,
THE POWER TO ALTER THE FUNDAMENTAL ECONOMIC CHARACTERISTICS
OF THE ISSUE AS DESCRIBED IN THE REPORT FROM
THE BOARD, OR IN PARTICULAR TO ALTER THE METHOD
OF DETERMINING THE SUBSCR IPTION PRICE , TO HAVE
THE EXERCISE OF WARRANTS, THE INCREASE IN CAPITAL
AND T HE ISSUE OF SHARES RESULTING THERE FROM
PROPERLY AUTHENTICATED, TO AMEND THE A RTICLES
OF ASSOCIATION TO TAKE ACCOUNT OF THE NEW AMOUNT
OF CAPITAL AND THE NE W NUMBER OF SHARES, TO
ALLOCATE THE ISSUE PREMIUM TO THE UNAVAILABLE
ACCOUNT, AND TO ISSUE THE UPDATED VERSION OF
THE ARTICLES OF ASSOCIATION
- -----------------------------------------------------------------------------------------------------------------------------
DEXIA SA, BRUXELLES OGM Meeting Date: 05/11/2005
Issuer: B3357R218 ISIN: BE0003796134 BLOCKING
SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51
- -----------------------------------------------------------------------------------------------------------------------------
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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 220685 DUE TO CHANGE IN TH E AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* APPROVE THE MANAGEMENT REPORT FROM THE BOARD Non-Voting
OF DIRECTORS, REPORTS FROM THE BO ARD OF AUDITORS
FOR THE FY 2004, THE ANNUAL CONSOLIDATED FINANCIAL
STATEMENTS AND THE REPORT FROM THE CHAIRMAN OF
THE BOARD OF DIRECTORS ON THE WORK OF THE BOARD
AND THE INTERNAL AUDIT
* APPROVE THE CORPORATE GOVERNANCE Non-Voting
1. APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR THE Management
2004 FY
2. APPROVE THE PROFIT FOR THE 2004 FY AMOUNTS TO Management
EUR 1,064.2 MILLION; THE PROFIT CARRIED FORWARD
FROM THE PREVIOUS YEAR STANDS AT EUR 631.9 MILLION,
MAKING A T OTAL PROFIT FOR APPROPRIATION OF EUR
1,696.1 MILLION; APPROVE TO APPROPRIATE T HE
PROFIT THUS: TO THE LEGAL RESERVE UP TO EUR 3.9
MILLION; TO THE AVAILABLE R ESERVE EUR 750.0
MILLION; TO THE PAYMENT OF A GROSS DIVIDEND OF
EUR 0.62 PER S HARE, WITH THE EXCEPTION OF OWN
SHARES WHICH THE COMPANY ITSELF HOLDS ON 06 MA
Y 2005, ON WHICH THE DIVIDEND RIGHTS ARE CANCELLED
BY THE ORDINARY MEETING IN ACCORDANCE WITH ARTICLE
622 OF THE COMPANY CODE; WITH THE BALANCE TO
BE TRANSF ERRED TO THE PROFIT CARRIED FORWARD
3. GRANT FULL DISCHARGE TO THE DIRECTORS Management
4. GRANT FULL DISCHARGE TO THE AUDITORS Management
5. APPROVE TO PROCEED WITH THE APPOINTMENT FOR A Management
NEW MANDATE OF DIRECTOR OF 4 YEA RS EXPIRING
AT THE END OF THE ORDINARY SHAREHOLDERS MEETING
OF 2009 OF MR. ELI O DI RUPO, APPOINTED PROVISIONALLY
BY THE BOARD OF DIRECTORS ON 16 NOV 2004, R EPLACING
MR. DIDIER DONFUT, HAVING RESIGNED
6. APPROVE TO PROCEED WITH THE APPOINTMENT FOR A Management
NEW MANDATE OF DIRECTOR OF 4 YEA RS EXPIRING
AT THE END OF THE ORDINARY SHAREHOLDERS MEETING
OF 2009 OF MR. FRA NCIS VERMEIREN, APPOINTED
PROVISIONALLY AS OF 29 NOV 2004 BY THE BOARD
OF DIRE CTORS, REPLACING MR. KAREL DE GUCHT,
HAVING RESIGNED
7. APPROVE TO ALLOW THE BOARD OF DIRECTORS TO REPLACE Management
MR. THIERRY BRETON, WHO IS RESIGNING, BY CO-OPTING
A DIRECTOR WHOSE DEFINITIVE APPOINTMENT SHALL
BE SUBJE CT TO RATIFICATION BY THE NEXT SHAREHOLDERS
MEETING OF DEXIA SA, IN ACCORDANCE WITH THE APPOINTMENT
PROCEDURE APPLICABLE AT DEXIA SA
8.1 APPROVE TO CONFIRM MR. GILLES BENOIST AS AN INDEPENDENT Management
DIRECTOR WITHIN THE ME ANING OF ARTICLE 524 OF
THE COMPANY CODE AND WHO, FOR THE PURPOSES OF
THE PROC EDURE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE SET OUT
THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE
ADOPTED BY THE BOARD OF DIR ECTORS
8.2 APPROVE TO CONFIRM MR. ANNE-MARIE IDRAC AS AN Management
INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES
OF THE PR OCEDURE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE SE T OUT
THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE
ADOPTED BY THE BOARD OF D IRECTORS
8.3 APPROVE TO CONFIRM MR. DENIS KESSLER AS AN INDEPENDENT Management
DIRECTOR WITHIN THE MEA NING OF ARTICLE 524 OF
THE COMPANY CODE AND WHO, FOR THE PURPOSES OF
THE PROCE DURE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE SET O UT
THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE
ADOPTED BY THE BOARD OF DIRE CTORS
8.4 APPROVE TO CONFIRM MR. ANDRE LEVY-LANG AS AN Management
INDEPENDENT DIRECTOR WITHIN THE M EANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES
OF THE PRO CEDURE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE SET OUT
THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE
ADOPTED BY THE BOARD OF DI RECTORS
8.5 APPROVE TO CONFIRM MR. ROBERTO MAZZOTTA AS AN Management
INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES
OF THE PR OCEDURE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE SE T OUT
THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE
ADOPTED BY THE BOARD OF D IRECTORS
8.6 APPROVE TO CONFIRM MR. GASTON SCHWERTZER AS AN Management
INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE
524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES
OF THE P ROCEDURE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE S ET OUT
THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE
ADOPTED BY THE BOARD OF DIRECTORS
8.7 APPROVE TO CONFIRM MR. ANNE-CLAIRE TAITTINGER Management
AS AN INDEPENDENT DIRECTOR WITHI N THE MEANING
OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR
THE PURPOSES OF THE PROCEDURE PROVIDED FOR IN
THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDE
NCE SET OUT THEREIN AND THE OTHER CRITERIA OF
INDEPENDENCE ADOPTED BY THE BOAR D OF DIRECTORS
8.8 APPROVE TO CONFIRM SIR BRIAN UNWIN AS AN INDEPENDENT Management
DIRECTOR WITHIN THE MEANI NG OF ARTICLE 524 OF
THE COMPANY CODE AND WHO, FOR THE PURPOSES OF
THE PROCEDU RE PROVIDED FOR IN THAT ARTICLE,
MEET ALL THE CRITERIA OF INDEPENDENCE SET OUT
THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE
ADOPTED BY THE BOARD OF DIRECT ORS
9. APPROVE TO RENEW THE APPOINTMENT OF THE COMPANY Management
PRICEWATERHOUSECOOPERS REPRESE NTED BY MR. ROBERT
PEIRCE AS AUDITOR FOR A TERM OF 3 YEARS EXPIRING
AT THE END OF THE ORDINARY SHAREHOLDERS MEETING
OF 2008
10. APPROVE TO FIX THE EMOLUMENTS OF THE BOARD OF Management
AUDITORS AT EUR 200,000 PER ANNU M TO CARRY OUT
THEIR LEGAL MISSION OF ACCOUNT AUDIT
11. APPROVE THE ALLOCATION INSOFAR AS IS NECESSARY Management
OF A TOTAL OF 3,130 SHARES TO T HE EMPLOYEES
OF FINANCIAL SECURITY ASSURANCE, INC. FSA
AND ITS DIRECT AND INDIRECT SUBSIDIARIES ESTABLISHED
IN THE UNITED STATES, WITHIN THE CONTEXT OF THE
DEXIA GROUP S 2004 EMPLOYEE SHAREHOLDING PLAN
FOR WHICH THE SUBSCRIPTION P ERIOD RAN FROM 23
AUG 2004 TO 01 OCT 2004, IN APPLICATION OF THE
TAX REGIME PR OVIDED FOR IN ARTICLE 423 OF THE
INTERNAL REVENUE CODE
- -----------------------------------------------------------------------------------------------------------------------------
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, WIEN AGM Meeting Date: 05/11/2005
Issuer: A19494102 ISIN: AT0000652011 BLOCKING
SEDOL: 5289837, 5369449, 7440621, B02Q7J3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL STATEMENT OF THE ACCOUNTS Management
AND THE REPORT BY THE SUPERVISORY BOARD
2. APPROVE THE APPROPRIATION OF THE NET PROFITS Management
3.a APPROVE THE ACTIVITIES UNDER TAKEN BY THE BOARD Management
OF DIRECTORS IN 2004
3.b APPROVE THE ACTIVITIES UNDER TAKEN BY THE SUPERVISORY Management
BOARD IN 2004
4. APPROVE THE REMUNERATION FOR THE SUPERVISORY BOARD Management
5. ELECT THE SUPERVISORY BOARD Management
6. ELECT THE AUDITOR OF ADDITIONAL SHEET FOR 2005 Management
7. GRANT AUTHORITY TO BUY BACK OWN SHARES FOR TRADING Management
8. GRANT AUTHORITY TO BUY BACK OWN SHARES WITHOUT Management
SPECIFIED PUPOSES
9. APPROVE THE NEW OPTION PROGRAM FOR MEMBERS OF Management
THE BOARD OF DIRECTORS AND THE M ANAGERS
10. APPROVE TO CHANGE THE ARTICLE AS FOLLOWS: A) Management
TO RAISE OF THE NEEDED MAJORITY F OR THE CANCELLATION
OF THE MEMBERSHIP OF THE SUPERVISORY BOARD, B)
TO DEPOSIT AT FOREIGEN BANK, C) TO CHANGE WITH
A MAJORITY OF 3/4, AND D) ALLOWANCE TO REC ORD
AND BROADCAST THE AGM
- -----------------------------------------------------------------------------------------------------------------------------
EUROPEAN AERONAUTIC DEFENCE AND SPACE NV AGM Meeting Date: 05/11/2005
Issuer: F17114103 ISIN: NL0000235190 BLOCKING
SEDOL: 4012250, 4012346, 4057273, 7164426
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1.1 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. MANFRED BISCHOFF AS A MEMBE R OF THE BOARD
OF DIRECTORS
1.2 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. ARNAUD LAGARDERE AS A MEMBE R OF THE BOARD
OF DIRECTORS
1.3 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR.THOMAS ENDERS AS A MEMBER OF THE BOARD OF DIRECTORS
1.4 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. NOEL FORGEARD AS A MEMBER O F THE BOARD OF
DIRECTORS
1.5 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. JEAN-PAUL GUT AS A MEMBER O F THE BOARD OF
DIRECTORS
1.6 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. HANS PETER RING AS A MEMBER OF THE BOARD
OF DIRECTORS
1.7 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. JUAN MANUEL EGUIAGARAY UCEL AY AS A MEMBER
OF THE BOARD OF DIRECTORS
1.8 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. LOUIS GALLIOS AS A MEMBER O F THE BOARD OF
DIRECTORS
1.9 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. RUDIGER GRUBE AS A MEMBER O F THE BOARD OF
DIRECTORS
1.10 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. FRANCOIS DAVID AS A MEMBER OF THE BOARD OF
DIRECTORS
1.11 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management
MR. MICHAEL ROGOWSKI AS A MEMBE R OF THE BOARD
OF DIRECTORS
2. APPROVE THE REPORT OF THE BOARD OF DIRECTORS, Management
AS SUBMITTED TO THE AGM, INCLUDI NG THE CHAPTER
ON CORPORATE GOVERNANCE, THE POLICY ON DIVIDENDS
AND PROPOSED R EMUNERATION POLICY INCLUDING ARRANGEMENTS
FOR THE GRANT OF STOCK OPTIONS AND R IGHTS TO
SUBSCRIBE FOR SHARES FOR THE BOARD OF DIRECTORS
3. ADOPT THE AUDITED DUTCH STATUTORY ACCOUNTS FOR Management
THE ACCOUNTING PERIOD FROM 01 J AN 2004 TO 31
DEC 2004, AS SUBMITTED TO THE AGM BY THE BOARD
OF DIRECTORS
4. APPROVE THE NET PROFIT OF EUR 487 MILLION, AS Management
SHOWN IN THE AUDITED DUTCH STATU TORY PROFIT
AND LOSS STATEMENT FOR THE FY 2004, SHALL BE
ADDED TO RETAINED EAR NINGS AND THAT A PAYMENT
OF A GROSS AMOUNT OF EUR 0.50 PER SHARE SHALL
BE MADE TO THE SHAREHOLDERS FROM DISTRIBUTABLE
RESERVES ON 08 JUN 2005
5. GRANT RELEASE TO THE BOARD OF DIRECTORS FROM Management
LIABILITY FOR THE PERFORMANCE OF THEIR DUTIES
DURING AND WITH RESPECT TO THE FY 2004, TO THE
EXTENT THAT THEIR ACTIVITY HAS BEEN REFLECTED
IN THE AUDITED ANNUAL ACCOUNTS FOR THE FY 2004
OR IN THE REPORT OF THE BOARD OF DIRECTORS
6. APPOINT ERNST & YOUNG ACCOUNTANTS AS THE COMPANY Management
S AUDITORS FOR THE ACCOUNTING PERIOD BEING THE
FY 2005
7. AMEND ARTICLE 23, PARAGRAPH 3 OF THE COMPANY Management
S ARTICLES OF ASSOCIATION TO REFL ECT CHANGES
OF DUTCH LAW
8. AUTHORIZE THE BOARD OF DIRECTORS, IN ACCORDANCE Management
WITH THE ARTICLES OF ASSOCIATI ON AND SUBJECT
TO INVOCATION BY THE GENERAL MEETING. TO ISSUE
SHARES OF THE CO MPANY WHICH ARE PART OF THE
COMPANY S AUTHORIZED SHARE CAPITAL PROVIDED THAT
S UCH POWERS SHALL BE LIMITED TO 1% OF THE COMPANY
S AUTHORIZED CAPITAL FROM TIM E TO TIME AND TO
HAVE POWERS TO LIMIT OR TO EXCLUDE PREFERENTIAL
SUBSCRIPTION TIGHTS, IN BOTH CASES FOR A PERIOD
EXPIRING AT THE AGM TO BE HELD IN 2006; SUC H
POWERS INCLUDE THE APPROVAL OF STOCK OPTION PLANS
AND EMPLOYEE SHARE OWNERSH IP PLANS WHICH MAY
INCLUDE THE GRANTING OF TIGHTS TO SUBSCRIBE FOR
SHARES WHIC H CAN BE EXERCISED AT SUCH TIME AS
MAY BE SPECIFIED IN OR PURSUANT TO SUCH PLA NS
9. APPROVE THAT THE NUMBER OF SHARES IN THE COMPANY Management
HELD BY THE COMPANY, UP TO A MAXIMUM OF 1,336,358
SHARES, BE CANCELLED AND AUTHORIZE BOTH THE BOARD
OF DIRE CTORS AND THE CHIEF EXECUTIVE OFFICERS,
WITH POWERS OF SUBSTITUTION, TO IMPLEM ENT THIS
RESOLUTION IN ACCORDANCE WITH DUTCH LAW
10. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management
SHARES OF THE COMPANY, BY ANY M EANS, INCLUDING
DERIVATIVE PRODUCTS, ON ANY STOCK EXCHANGE OR
OTHERWISE, AS LO NG AS, UPON SUCH REPURCHASE,
THE COMPANY WILL NOT HOLD MORE THAN 5% OF THE
COM PANY S ISSUED SHARE CAPITAL AND AT A PRICE
NOT LESS THAN THE NOMINAL VALUE AND NOT MORE
THAN THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT
TRADE AND THE H IGHEST CURRENT INDEPENDENT BID
ON THE TRADING VENUES OF THE REGULATED MARKET
O F THE COUNTRY IN WHICH THE PURCHASE IS CARRIED
OUT; THIS AUTHORIZATION SUPERSE DES AND REPLACES
THE AUTHORIZATION GIVEN BY THE AGM OF 06 MAY
2004 IN RESOLUTI ON 9; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS
- -----------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV AGM Meeting Date: 05/11/2005
Issuer: N56369239 ISIN: NL0000375616 BLOCKING
SEDOL: B01YC48, B01ZSS7, B05PSD8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting
BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE
CUT-OFF DATE SET TO 28 APR 2005 AND ONE DAY FOLLOWING
THE RE GISTRATION DATE SET TO 06 MAY 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-O FF DATE
ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE
INST RUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION
DATE. SHARES CAN BE TRADED THE REAFTER. THANK
YOU
1. OPENING. Non-Voting
2. REPORT OF THE SUPERVISORY BOARD AND EXECUTIVE Non-Voting
BOARD FOR THE YEAR 2004.
3.A ADOPTION OF ANNUAL ACCOUNTS 2004; WITH REFERENCE Management
TO THE REPORT OF THE SUPERVIS ORY BOARD INCLUDED
IN THE 2004 ANNUAL REPORT, THE SUPERVISORY BOARD
PROPOSES T O ADOPT THE ANNUAL ACCOUNTS 2004 AS
PRESENTED IN THE ANNUAL REPORT 2004.
3.B DISCHARGE OF THE EXECUTIVE BOARD; PROPOSAL TO Management
DISCHARGE THE MEMBERS OF THE EXE CUTIVE BOARD
FOR ITS MANAGEMENT OF THE COMPANY.
3.C DISCHARGE OF THE SUPERVISORY BOARD; PROPOSAL Management
TO DISCHARGE THE MEMBERS OF THE S UPERVISORY
BOARD FOR SUPERVISING THE MANAGEMENT OF THE COMPANY
BY THE EXECUTIV E BOARD.
4. PROFIT ALLOCATION AND DIVIDEND POLICY OF THE Non-Voting
COMPANY; NUMICO CURRENTLY HAS A N EGATIVE SHAREHOLDERS
EQUITY POSITION, PREVENTING THE COMPANY - UNDER
DUTCH L AW - TO PAY ANY DIVIDEND. ONCE THE LEVEL
OF SHAREHOLDERS EQUITY HAS SUFFICIEN TLY BEEN
RESTORED, NUMICO INTENDS TO RESUME DIVIDEND
PAYMENTS BASED ON A DIVI DEND PAYOUT RATIO THAT
WILL BE ALIGNED WITH THE GROWTH PROFILE OF THE
COMPANY AND WITH RELEVANT PEERS. SUBJECT TO THE
CLOSING OF THE MELLIN ACQUISITION APPR OVED BY
THE EXTRAORDINARY MEETING OF SHAREHOLDERS ON
MARCH 18, 2004 AND BARRIN G UNFORESEEN CIRCUMSTANCES
THE COMPANY EXPECTS TO HAVE A POSITIVE EQUITY
POSIT ION DURING THE SECOND HALF OF 2005.
5. APPOINTMENT OF THE AUDITOR; IN COMPLIANCE WITH Management
ARTICLE 28, CLAUSE 1 OF THE COM PANY S ARTICLES
OF ASSOCIATION, PRICEWATERHOUSECOOPERS ACCOUNTANTS
N.V. HAS BE EN INSTRUCTED TO AUDIT THE 2004 ANNUAL
ACCOUNTS, AS PREPARED BY THE EXECUTIVE BOARD,
IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE
393, CLAUSE 3, BOOK 2 OF T HE CIVIL CODE. IN
LINE WITH THE RECOMMENDATION OF THE AUDIT COMMITTEE
THE SUPE RVISORY BOARD PROPOSES TO APPOINT PRICEWATERHOUSECOOPERS
ACCOUNTANTS N.V. AS T HE AUDITOR FOR THE YEAR
2005.
6. CORPORATE GOVERNANCE; EXPLANATION OF THE CORPORATE Non-Voting
GOVERNANCE STATEMENT IN THE 2004 ANNUAL REPORT.
IN THE NETHERLANDS, THE CORPORATE GOVERNANCE
CODE (THE CO DE) BECAME EFFECTIVE AS OF JANUARY
1, 2004. THE SUPERVISORY BOARD AND THE EXEC UTIVE
BOARD HAVE ADOPTED AN OPEN AND TRANSPARENT APPROACH
TO THE APPLICATION OF THE CODE. NUMICO S OBJECTIVE
IS TO ENHANCE SHAREHOLDER S INTERESTS IN THE
C OMPANY. IN THE ANNUAL REPORT FOR 2003 NUMICO
ALREADY EXPLAINED ITS COMPLIANCE WITH THE CODE
AND THIS WAS ALSO DISCUSSED IN DE ANNUAL GENERAL
MEETING OF SH AREHOLDERS IN MAY 2004. NUMICO
FULLY COMPLIES WITH THE CODE. THIS ITEM IS PUT
ON THE AGENDA JUST FOR DISCUSSION PURPOSES.
REFERENCE IS ALSO MADE TO THE COR PORATE GOVERNANCE
STATEMENT IN THE ANNUAL REPORT 2004.
7. REMUNERATION SUPERVISORY BOARD; THE SUPERVISORY Management
BOARD REFERS TO THE REMUNERATI ON REPORT INCLUDED
IN THE ANNUAL REPORT 2004. IT IS PROPOSED TO
ADJUST THE ANN UAL COMPENSATION OF THE SUPERVISORY
BOARD MEMBERS TO THE FOLLOWING LEVEL: FOR THE
CHAIRMAN EUR 70,000, FOR THE MEMBERS EUR 50,000
AND FOR A CHAIRMAN OF A CO MMITTEE EUR 8,000
ADDITIONALLY. THESE ADJUSTMENTS REFLECT THE INCREASED
RESPON SIBILITY AND EXPOSURE OF THE SUPERVISORY
BOARD.
8.A COMPOSITION OF THE EXECUTIVE BOARD; IN ACCORDANCE Management
WITH THE DUTCH CORPORATE GOV ERNANCE CODE (THE
CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY
BOARD HAVE DEC IDED TO COMPLY WITH THE BEST PRACTICE
PROVISION THAT STATES THAT EXECUTIVE BOA RD MEMBERS
ARE APPOINTED FOR A TERM OF FOUR YEARS. AS A
RESULT, THE EXECUTIVE BOARD MEMBERS HAVE SET
UP A ROTATION SCHEME IN ORDER TO AVOID RESIGNATION
OF A LL MEMBERS AT THE SAME TIME. ACCORDINGLY,
MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR. AJAI
PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER
MEMBERS OF THE BO ARD WILL BE NOMINATED FOR RE-APPOINTMENT
IN THIS MEETING. THE SUPERVISORY BOAR D NOMINATES
MR. CHRIS BRITTON TO THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS F OR RE-APPOINTMENT TO THE EXECUTIVE
BOARD FOR A TERM OF FOUR YEARS. CHRIS BRITT ON
S BIOGRAPHY IS SHOWN IN THE ANNUAL REPORT AND
IS POSTED ON THE WEBSITE. MR . BRITTON WAS APPOINTED
AS PRESIDENT OF THE BABY FOOD DIVISION IN FEBRUARY
200 3. THE SELECTION AND NOMINATION COMMITTEE
HAS RECOMMENDED THE SUPERVISORY BOA RD TO NOMINATE
MR. BRITTON FOR RE-APPOINTMENT. SINCE HIS APPOINTMENT
AS PRESID ENT OF THE BABY FOOD DIVISION IN 2003,
HE HAS DRIVEN THIS DIVISION TO SIGNIFI CANTLY
IMPROVED RESULTS AND MAJOR STEPS HAVE BEEN TAKEN
TO CONTINUE THIS HIG H PERFORMANCE. THE SUPERVISORY
BOARD PROPOSES HIS REAPPOINTMENT. MR. BRITTON
H OLDS NO SHARES IN THE COMPANY. FOR HIS PARTICIPATION
IN STOCK OPTION PROGRAMME S, REFERENCE IS MADE
TO THE ANNUAL REPORT 2004.
8.B COMPOSITION OF THE EXECUTIVE BOARD; IN ACCORDANCE Management
WITH THE DUTCH CORPORATE GOV ERNANCE CODE (THE
CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY
BOARD HAVE DEC IDED TO COMPLY WITH THE BEST PRACTICE
PROVISION THAT STATES THAT EXECUTIVE BOA RD MEMBERS
ARE APPOINTED FOR A TERM OF FOUR YEARS. AS A
RESULT, THE EXECUTIVE BOARD MEMBERS HAVE SET
UP A ROTATION SCHEME IN ORDER TO AVOID RESIGNATION
OF A LL MEMBERS AT THE SAME TIME. ACCORDINGLY,
MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR. AJAI
PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER
MEMBERS OF THE BO ARD WILL BE NOMINATED FOR RE-APPOINTMENT
IN THIS MEETING. THE SUPERVISORY BOAR D NOMINATES
MR. RUDY MAREEL TO THE GENERAL MEETING OF SHAREHOLDERS
FOR RE-APPO INTMENT TO THE EXECUTIVE BOARD FOR
A TERM OF FOUR YEARS. MR. RUDY MAREEL S BIO GRAPHY
IS SHOWN IN THE ANNUAL REPORT AND IS POSTED ON
THE WEBSITE. MR. MAREEL WAS APPOINTED AS PRESIDENT
OF THE CLINICAL NUTRITION DIVISION IN MAY 2003.
THE SELECTION AND NOMINATION COMMITTEE HAS RECOMMENDED
THE SUPERVISORY BOARD TO NOMINATE MR. MAREEL
FOR RE-APPOINTMENT. SINCE HIS APPOINTMENT, MR.
MAREEL HAS MANAGED HIS DIVISION VERY SUCCESSFULLY
BY RESHAPING THE DIVISION INTO AN INNOV ATIVE
AND FOCUSED ORGANISATION, WHICH SUCCESSFULLY
BUILDS ON THE IMPROVED MARK ETING AND SALES STRATEGY.
THE SUPERVISORY BOARD PROPOSES HIS REAPPOINTMENT.
MR . MAREEL HOLDS 3,316 SHARES IN THE COMPANY.
FOR HIS PARTICIPATION IN STOCK OPT ION PROGRAMMES,
REFERENCE IS MADE TO THE ANNUAL REPORT 2004.
8.C COMPOSITION OF THE EXECUTIVE BOARD; IN ACCORDANCE Management
WITH THE DUTCH CORPORATE GOV ERNANCE CODE (THE
CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY
BOARD HAVE DEC IDED TO COMPLY WITH THE BEST PRACTICE
PROVISION THAT STATES THAT EXECUTIVE BOA RD MEMBERS
ARE APPOINTED FOR A TERM OF FOUR YEARS. AS A
RESULT, THE EXECUTIVE BOARD MEMBERS HAVE SET
UP A ROTATION SCHEME IN ORDER TO AVOID RESIGNATION
OF A LL MEMBERS AT THE SAME TIME. ACCORDINGLY,
MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR. AJAI
PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER
MEMBERS OF THE BO ARD WILL BE NOMINATED FOR RE-APPOINTMENT
IN THIS MEETING. THE SUPERVISORY BOAR D NOMINATES
MR. NIRAJ MEHRA TO THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS FOR RE-APPOINTMENT TO THE EXECUTIVE
BOARD FOR A TERM OF FOUR YEARS. MR. NIRAJ MEHR
A S BIOGRAPHY IS SHOWN IN THE ANNUAL REPORT AND
IS POSTED ON THE WEBSITE. MR. MEHRA WAS APPOINTED
AS PRESIDENT OF OPERATIONS IN OCTOBER 2002. THE
SELECTION AND NOMINATION COMMITTEE HAS RECOMMENDED
THE SUPERVISORY BOARD TO NOMINATE MR. MEHRA FOR
RE-APPOINTMENT. MR. MEHRA HAS SINCE HIS APPOINTMENT,
SUCCESSFULLY M ANAGED A COMPLETE RESTRUCTURING
OF OPERATIONS, INCLUDING VERY SUCCESSFUL COST
SAVING PROJECTS WHICH PROVIDE HUGE MARKET INVESTMENTS
OPPORTUNITIES. THE SUPE RVISORY BOARD PROPOSES
HIS REAPPOINTMENT. MR. MEHRA HOLDS NO SHARES
IN THE COM PANY. FOR HIS PARTICIPATION IN STOCK
OPTION PROGRAMMES, REFERENCE IS MADE TO T HE
ANNUAL REPORT 2004.
9.A COMPOSITION OF THE SUPERVISORY BOARD; THE SUPERVISORY Management
BOARD NOMINATES MR. STEV EN SCHUIT TO THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS FOR APPOINTMENT
TO THE SUPERVISORY BOARD FOR A TERM OF FOUR YEARS.
AS INDICATED LAST YEAR, THE SUPER VISORY BOARD
INTENDS TO NOMINATE NEW MEMBERS GIVEN THE GROWING
IMPORTANCE OF T HE POSITION OF THE SUPERVISORY
BOARD AND TO COMPLY WITH THE OBLIGATIONS OF THE
SUPERVISORY BOARD TOWARDS STAKEHOLDERS IN THE
COMPANY. THE SUPERVISORY BOARD , RECOMMENDED
BY THE SELECTION AND APPOINTMENT COMMITTEE, NOMINATES
MR. STEVEN SCHUIT FOR APPOINTMENT AS HE FULLY
MEETS THE REQUIREMENTS FOR THIS POSITION A ND
FITS INTO THE PROFILE OF THE SUPERVISORY BOARD.
MR. STEVEN SCHUIT IS 62 YEA RS AND HAS DUTCH
NATIONALITY. UNTIL MAY 1, 2005, MR. SCHUIT WAS
PARTNER OF ALL EN & OVERY, SPECIALISED IN CORPORATE
FINANCE. HE IS PROFESSOR INTERNATIONAL C OMMERCIAL
AND FINANCIAL LAW AT THE UNIVERSITY OF UTRECHT
AND FOUNDER AND MEMBE R OF THE BOARD OF THE GROTIUS
ACADEMY. UPON HIS APPOINTMENT, MR. SCHUIT WILL
N OT BE INDEPENDENT ACCORDING TO THE CODE. THE
LAW FIRM, OF WHICH HE WAS A PARTN ER, HAS PERFORMED
ADVISORY WORK FOR THE COMPANY IN THE YEAR PRIOR
TO MR. SCHUI T S APPOINTMENT. THE SUPERVISORY
BOARD PROPOSES TO APPOINT MR. SCHUIT AS A MEM
BER OF THE SUPERVISORY BOARD.
9.B COMPOSITION OF THE SUPERVISORY BOARD; THE SUPERVISORY Management
BOARD NOMINATES MR. MARC O FOSSATI TO THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS FOR APPOINTMENT
TO THE SUPERVISORY BOARD FOR A TERM OF FOUR YEARS.
SUBJECT TO THE CLOSING OF THE MEL LIN ACQUISITION
APPROVED BY THE EXTRAORDINARY MEETING OF SHAREHOLDERS
ON MARCH 18, 2004, THE SUPERVISORY BOARD RECOMMENDED
BY THE SELECTION AND APPOINTMENT COMMITTEE NOMINATES
MR. FOSSATI FOR APPOINTMENT AS HE FULLY MEETS
THE REQUIRE MENTS FOR THIS POSITION. HE ALSO
FITS INTO THE PROFILE OF THE SUPERVISORY BOAR
D. MR. MARCO FOSSATI IS 46 YEARS AND HAS ITALIAN
NATIONALITY. MR. FOSSATI S CU RRENT POSITION
IS PRESIDENT OF THE FINDIM GROUP SA. ADDITIONAL
POSITIONS HELD ARE PRESIDENT OF STAR STABILIMENTO
ALIMENTARE S.P.A. AND MEMBER OF THE BOARD O F
IFIL S.P.A. MR. FOSSATI CURRENTLY HOLDS NO SHARES,
BUT SUBJECT TO THE CLOSIN G OF THE MELLIN ACQUISITION,
HE WILL (INDIRECTLY) HOLD 6,711,409 SHARES. THE
S UPERVISORY BOARD PROPOSES TO APPOINT MR. FOSSATI
AS A MEMBER OF THE SUPERVISOR Y BOARD TAKEN INTO
ACCOUNT THAT THE APPOINTMENT WILL BECOME EFFECTIVE
AT THE C LOSING OF THE ACQUISITION OF MELLIN.
10.A AUTHORITY OF THE EXECUTIVE BOARD TO ISSUE ORDINARY Management
SHARES; AUTHORISATION OF TH E EXECUTIVE BOARD
- SUBJECT TO THE APPROVAL OF THE SUPERVISORY
BOARD - TO ISS UE ORDINARY SHARES. THE SUPERVISORY
BOARD PROPOSES THAT THE EXECUTIVE BOARD BE AUTHORISED
FOR A PERIOD OF 18 MONTHS COMMENCING ON MAY 12,
2005 AND ENDING ON NOVEMBER 11, 2006, TO ISSUE
SHARES - SUBJECT TO THE APPROVAL OF THE SUPERVISO
RY BOARD - TO A MAXIMUM OF 10 % OF THE ISSUED
SHARE CAPITAL FOR FINANCING AND TO COVER PERSONNEL
SHARE OPTIONS, AND AN ADDITIONAL 10% FOR FINANCING
ACQUISIT IONS OR MERGERS.
10.B AUTHORITY OF THE EXECUTIVE BOARD TO ISSUE ORDINARY Management
SHARES; AUTHORISATION OF TH E EXECUTIVE BOARD
- SUBJECT TO THE APPROVAL OF THE SUPERVISORY
BOARD - TO EXC LUDE PRE-EMPTIVE RIGHTS. THE
SUPERVISORY BOARD PROPOSES THAT THE EXECUTIVE
BOA RD BE AUTHORISED FOR A PERIOD OF 18 MONTHS
COMMENCING ON MAY 12, 2005 AND ENDI NG ON NOVEMBER
11, 2006, - SUBJECT TO THE APPROVAL OF THE SUPERVISORY
BOARD - TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS
FOR SHAREHOLDERS IN CASE OF THE ISSUAN CE OF
SHARES BASED ON THE SUB 10 A) FORMULATED AUTHORISATION.
11. AUTHORITY OF THE EXECUTIVE BOARD TO BUY BACK Management
OWN SHARES; THE SUPERVISORY BOARD PROPOSES THAT
THE EXECUTIVE BOARD BE AUTHORISED, FOR A PERIOD
OF 18 MONTHS, C OMMENCING ON MAY 12, 2005 AND
ENDING ON NOVEMBER 11, 2006 TO PROVIDE FOR THE
C OMPANY TO BUY BACK ITS OWN SHARES ON THE STOCK
EXCHANGE OR OTHERWISE (AS REFE RRED TO IN ARTICLE
10 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY).
THE MAXI MUM NUMBER OF SHARES TO BE ACQUIRED
EQUALS THE NUMBER OF SHARES ALLOWED BY LAW .
THE PRICE LIMIT SHOULD BE BETWEEN THE PAR VALUE
OF THE SHARES AND THE OFFICI AL PRICE OF THE
SHARES AT EURONEXT AMSTERDAM N.V., PLUS 10%.
THE STOCK EXCHAN GE PRICE EQUALS THE AVERAGE
OF THE HIGHEST PRICE OF THE NUMICO SHARES AS
LISTE D IN THE OFFICIELE PRIJSCOURANT (OFFICIAL
PRICE LIST) OF EURONEXT AMSTERDAM N. V. FOR FIVE
SUCCESSIVE TRADING DAYS, IMMEDIATELY PRECEDING
THE DAY OF PURCHASE .
12. ANY OTHER BUSINESS. Non-Voting
13. CLOSING. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
L'AIR LIQUIDE MIX Meeting Date: 05/11/2005
Issuer: F01764103 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832, B01DBK4, B03XPC2
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE 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 COMPLET E, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS:
* PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 11
MAY 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.
1. RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE GENERAL REPORT OF THE STATUTORY AUDITORS,
AND APPROVE THE FI NANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING; AND PROFIT FOR
THE FY: EUR 383,892,802.00
2. RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management
OF THE SUPERVISORY BOARD AND TH E CHAIRMAN AND
THE STATUTORY AUDITORS, AND APPROVES THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
3. APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management
COMMITTEE WITH REGARDS TO THE PR OFITS; THE SHAREHOLDERS
RECEIVE A NET DIVIDEND OF EUR 3.50 PER SHARE,
IT WILL BE PAID ON 17 MAY 2005, AS REQUIRED BY
LAW; THE TOTAL AMOUNT OF THE LOYALTY DI VIDEND,
FOR THE 25,876,746 SHARES REGISTERED CONTINUOUSLY
UNDER A NON-TRANSFER ABLE FORM, FROM 31 DEC 2002
TILL 31 DEC 2004, AMOUNTED TO EUR 9,056,861.00;
TH E TOTAL OF THE LOYALTY DIVIDEND CORRESPONDING
TO THE 25,876,746 SHARES SOLD BE TWEEN 01 JAN
2005 AND 17 MAY 2005, WILL BE DEDUCTED FROM THIS
AMOUNT; AUTHORIZ E THE EXECUTIVE COMMITTEE TO
WITHDRAW FROM THE CARRY FORWARD ACCOUNT, THE
NECE SSARY SUMS TO PAY THE DIVIDEND SET HERE-ABOVE
4. AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management
THE COMPANY S SHARES ON THE STOC K MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 220.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY
E XPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES T HE DELEGATION
GIVEN BY THE OGM OF 12 MAY 2004; AND AUTHORIZE
THE EXECUTIVE COM MITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
ALAIN JOLY AS A MEMBER THE SUPER VISORY BOARD
UNTIL THE OGM WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STA TEMENTS FOR FY 2008
6. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management
M. LINDSAY OWEN-JONES AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
7. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management
M. THIERRY DESMAREST AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL F INANCIAL STATEMENTS FOR FY 2008
8. APPOINTS MR. M. THIERRY PEUGEOT AS A MEMBER OF Management
THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL
DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS
FOR FY 2008
9. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L .225-86 OF THE
FRENCH COMMERCIAL CODE AND THE SAID REPORT AND
THE AGREEMENTS R EFERRED TO THEREIN
10. GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management
REDUCE THE SHARE CAPITAL BY CAN CELLING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE P LAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 24MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE EGM OF 12 MAY 2004; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY M EASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
11. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL FORMALITIES AND REGISTRATIONS PRESCRIBED
BY LAW
- -----------------------------------------------------------------------------------------------------------------------------
NV BEKAERT SA, ZWEVEGEM OGM Meeting Date: 05/11/2005
Issuer: B09800135 ISIN: BE0003780948 BLOCKING
SEDOL: 5821057, 5827431, B02PQ93
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Non-Voting
ON FISCAL 2004
2. APPROVE THE REPORT OF THE STATUTORY AUDITOR ON Non-Voting
FISCAL 2004
3. APPROVE THE ANNUAL ACCOUNTS FOR FISCAL 2004 AS Management
PRESENTED BY THE BOARD OF DIREC TORS; THE PROFIT
OF THE YEAR, AFTER TAX, IS EUR 57,676,634; AN
AMOUNT OF EUR 3 ,606,312 IS TRANSFERRED TO THE
UNTAXED RESERVES; THE PROFIT BROUGHT FORWARD
FR OM PREVIOUS YEAR AMOUNTS TO EUR 24 964 327;
THE PROFIT TO BE APPROPRIATED THER EFORE AMOUNTS
TO EUR 79 034 649; THE MEETING RESOLVES TO APPROPRIATE
THE PROFI T AS FOLLOWS: TRANSFER TO LEGAL RESERVE
OF EUR 100 000; TRANSFER TO OTHER RESE RVES OF
EUR 2 376 681; CARRIED FORWARD TO NEXT YEAR OF
EUR 32 810 558; PROFIT FOR DISTRIBUTION GROSS
DIVIDEND OF EUR 43 747 410; THE GROSS DIVIDEND
THEREF ORE AMOUNTS TO EUR 2.00 PER SHARE AN
AMOUNT OF 1.875 EUR, EXCEPTIONALLY INCRE ASED
BY EUR 0.125 ON THE OCCASION OF THE COMPANY S
125TH ANNIVERSARY ; THE NET DIVIDEND THEREFORE
AMOUNTS TO EUR 1.50 PER SHARE; AND EUR 1.70 PER
SHARE PRES ENTED WITH A VVPR STRIP
4. GRANT DISCHARGE TO THE DIRECTORS AND THE STATUTORY Management
AUDITOR FOR THE PERFORMANCE OF THEIR DUTIES DURING
FISCAL 2004
5.1 RE-APPOINT MR. GARY ALLEN, AS THE INDEPENDENT Management
DIRECTOR WITHIN THE MEANING OF A RTICLE 524 OF
THE COMPANIES CODE FOR A TERM OF THREE YEARS,
UNTIL AND INCLUDIN G THE OGM TO BE HELD IN 2008
5.2 RE-APPOINT MR. BARON GEORGES JACOBS, AS THE INDEPENDENT Management
DIRECTOR WITHIN THE ME ANING OF ARTICLE 524 OF
THE COMPANIES CODE FOR A TERM OF THREE YEARS,
UNTIL AN D INCLUDING THE OGM TO BE HELD IN 2008
6. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management
FOR THE PERFORMANCE OF THEIR DUTIES DURING FISCAL
2005 AT EUR 52 058 PER PERSON, INCLUDING A FIXED
FEE OF E UR 37 184 AND A VARIABLE FEE OF EUR
14 874 BASED ON ATTENDANCE AT SIX MEETINGS AND
FIX THE REMUNERATION OF THE STATUTORY AUDITOR
FOR THE PERFORMANCE OF HIS DUTIES DURING FISCAL
2005 AT EUR 78 000
7. APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS OF THE Non-Voting
BEKAERT GROUP FOR FISCAL 2004, AND OF THE ANNUAL
REPORT OF THE BOARD OF DIRECTORS AND THE REPORT
OF THE STAT UTORY AUDITOR ON THE CONSOLIDATED
ANNUAL ACCOUNTS
8. APPROVE THE CORPORATE GOVERNANCE Non-Voting
9. MISCELLANEOUS Non-Voting
* 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
* 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.
* PLEASE NOTE THAT THIS IS AN AGM.THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
SAGEM SA, PARIS MIX Meeting Date: 05/11/2005
Issuer: F03381138 ISIN: FR0000073272 BLOCKING
SEDOL: 4074432, 4087537, B058TZ6, B0591N1, B065FV4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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 EXECUTIVE COMMITTEE, Management
THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF THE STATUTORY AUDITORS; APPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YEAR
CLOSED ON 31 DEC 2004; GRANT DISCHARGE TO THE
EXECUTIVE COMMITTEE S MEMBERS AND TO THE SUPERVISORY
BOARD S MEMBERS FOR THE P ERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
O.2 APPROVE PURSUANT TO ARTICLE 39 OF THE AMENDED Management
FINANCE LAW FOR 2004, TO TRANSFE R THE AMOUNT
OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE
OF LONG-TERM CAPITAL GAINS TO AN OPTIONAL RESERVE
ACCOUNT CONCERNING THE BALANCE OF THE SPE CIAL
RESERVE ON LONG-TERM CAPITAL GAINS OF EUR 296,171,586.45,
A DECISION WILL BE TAKEN BY THE MEETING ON 31
DEC 2006 AT THE LATEST
O.3 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE SAID FY
O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L.225-86 AND
SEQ. OF THE FRENCH COMMERCIAL CODE AND THE SAID
REPORT AND THE AG REEMENTS REFERRED TO THEREIN
E.5 ACKNOWLEDGE THE DRAFT CONTRIBUTION AGREEMENT Management
SUBJECT TO THE LEGAL FRAMEWORK OF THE DEMERGERS
GRANTED BY THE COMPANY TO SAGEM COMMUNICATION
AS PER A PRIVATE AGREEMENT, WHICH PROVIDES THAT
SAGEM S.A. SHALL CONTRIBUTE TO SAGEM COMMUNICAT
ION ITS SECTOR: COMMUNICATION, FOR NET ASSETS
OF EUR 300,998,932.45 ON 31 DEC 2004, WITH THE
CORRESPONDING TAKING-OVER OF ITS LIABILITIES;
THE ALLOCATION TO SAGEM S.A. OF 300,235,000 NEW
FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 1.00
EACH, BEARING INTEREST AS FROM 01 JAN 2005, TO
BE CREATED BY THE FIRM SAGEM C OMMUNICATION THROUGH
A CAPITAL INCREASE; THE DIFFERENCE BETWEEN THE
NET ACCOUN TING FAIR VALUE OF THE CONTRIBUTION
AND THE AMOUNT OF THE CAPITAL INCREASE OF SAGEM
COMMUNICATION REPRESENTING A CONTRIBUTION PREMIUM
OF EUR 763,932.45; AND APPROVE, SUBJECT TO THE
APPROVAL OF RESOLUTION NUMBER 8, ALL THE TERMS
OF THE DRAFT CONTRIBUTION AGREEMENT, ITS VALUATION
AND THE CONSIDERATION FOR IT
E.6 ACKNOWLEDGE THE DRAFT CONTRIBUTION AGREEMENT Management
SUBJECT TO THE LEGAL FRAMEWORK OF THE DEMERGERS
GRANTED BY THE COMPANY TO SAGEM DEFENSE SECURITE
AS PER A PRIVA TE AGREEMENT, WHICH PROVIDES THAT
SAGEM S.A. SHALL CONTRIBUTE TO SAGEM DEFENSE
SECURITE ITS SECTOR: DEFENSE AND SECURITY, FOR
NET ASSETS OF EUR 594,960,720. 76, WITH THE CORRESPONDING
TAKING-OVER OF ITS LIABILITIES, THE ALLOCATION
TO S AGEM S.A. OF 593,266,000 NEW FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 1.00 E ACH, BEARING
INTEREST AS FROM 01 JAN 2005, TO BE CREATED BY
THE FIRM SAGEM DEF ENSE SECURITE THROUGH A CAPITAL
INCREASE; THE DIFFERENCE BETWEEN THE NET ACCOU
NTING FAIR VALUE OF THE CONTRIBUTION AND THE
AMOUNT OF THE CAPITAL INCREASE OF SAGEM DEFENSE
SECURITE REPRESENTING A CONTRIBUTION PREMIUM
OF EUR 1,694,720.7 6; AND APPROVE, SUBJECT TO
THE APPROVAL OF RESOLUTION NUMBER 8, ALL THE
TERMS OF THE DRAFT CONTRIBUTION AGREEMENT, ITS
VALUATION AND THE CONSIDERATION FOR I T
E.7 ACKNOWLEDGE THE CONTRIBUTION AGREEMENT SUBJECT Management
TO THE LEGAL FRAMEWORK OF THE D EMERGERS GRANTED
BY THE COMPANY TO THE FIRM SAFRAN INFORMATIQUE
AS PER A PRIVA TE AGREEMENT, WHICH PROVIDES THAT
SAGEM S.A. SHALL CONTRIBUTE TO SAFRAN INFORM
ATIQUE ITS SECTOR: COMPUTING, FOR NET ASSETS
OF EUR 8,683,386.34 ON 31 DEC 200 4, WITH THE
CORRESPONDING TAKING-OVER OF ITS LIABILITIES;
THE ALLOCATION TO SA GEM S.A. OF 7,119,000 NEW
FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 1.00
EACH , BEARING INTEREST AS FROM 01 JAN 2005,
TO BE CREATED BY THE FIRM SAFRAN INFOR MATIQUE
THROUGH A CAPITAL INCREASE; THE DIFFERENCE BETWEEN
THE NET ACCOUNTING FAIR VALUE OF THE CONTRIBUTION
AND THE AMOUNT OF THE CAPITAL INCREASE OF SAFRA
N INFORMATIQUE REPRESENTING A CONTRIBUTION PREMIUM
OF EUR 1,564,386.34; AND AP PROVE, SUBJECT TO
THE APPROVAL OF RESOLUTION NUMBER 8, ALL THE
TERMS OF THE DR AFT CONTRIBUTION AGREEMENT, ITS
VALUATION AND THE CONSIDERATION FOR IT
O.8 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management
SNECMA BY SAGEM S.A., UNDER WHI CH IT IS STATED
THAT THE COMPANY SHALL CONTRIBUTE THE TOTAL OF
ITS ASSETS, WIT H THE CORRESPONDING TAKING-OVER
OF ALL ITS LIABILITIES; AND APPROVE ALL THE TE
RMS OF THIS PROJECT: BY WAY OF GRANTING TO SNECMA
S SHAREHOLDERS 51,755,415 S HARES OF A PAR VALUE
OF EUR 0.20 EACH, FULLY PAID-UP, BEARING INTEREST
ON 01 J AN 2004, TO BE CREATED THROUGH A SHARE
CAPITAL INCREASE; THE SAID SHARES WILL BE DISTRIBUTED
AMONG SNECMA S SHAREHOLDERS WITH A RATIO OF EXCHANGE
OF 15 SAGE M S.A. S SHARES AGAINST 13 SNECMA
S SHARES; THE DIFFERENCE BETWEEN EUR 213,215
,003.00 CORRESPONDING TO THE NET BOOK VALUE
OF THE PROPERTIES BROUGHT BY SNEC MA, THAT IS
1,283,872,990.00, AFTER DEDUCTION OF THE CORRESPONDING
AMOUNT TO T HE QUOTA HELD BY SAGEMS. A., THAT
IS EUR 1,070,657,987.00 AND THE PAR VALUE O
F THE SHARES IN CONSIDERATION FOR THIS CONTRIBUTION
EUR 10,351,083.00 , THAT IS EUR 202,863,920.00
SHALL BE REGISTERED IN A MERGER PREMIUM ACCOUNT;
THE DI FFERENCE BETWEEN THE PORTION OF THE NET
ASSETS CONTRIBUTED BY SNECMA CORRESPON DING TO
SHARES HELD BY SAGEM S. A., THAT IS EUR 1,070,657,987.00
AND THE NET A CCOUNTING VALUE OF SNECMA S SHARES
HELD BY SAGEM S. A., THAT IS EUR 4,338,885, 097.00,
OF EUR 3,268,227,110.00 SHALL REPRESENT A CAPITAL
LOSS ON TRANSFERRED SHARES REGISTERED IN THE
BALANCE SHEET IN A SUB-ACCOUNT : CAPITAL LOSS
ON TRAN SFERRED SHARES
O.9 ACKNOWLEDGE THE FINAL REALIZATION OF THE CONTRIBUTIONS-DEMERGERS Management
BY SAGEM S. A . AND THE CORRESPONDING CAPITAL
INCREASES; THE FINAL REALIZATION OF THE AMALGA
MATION-MERGER OF SNECMA BY SAGEM S. A., AND THE
RESULTING CAPITAL INCREASE; TH AT CONSEQUENTLY,
SNECMA SHALL BE DISSOLVED WITHOUT LIQUIDATION
E.10 AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management
ARTICLE 6 SHARE CAPITAL THE SHA RE CAPITAL
IS SET AT EUR 83,405,917.00 AND IS DIVIDED INTO
417,029,585 FULLY P AID UP ORDINARY SHARES, EACH
OF A PAR VALUE OF EUR 0.20 EACH
O.11 AMEND THE ARTICLE OF ASSOCIATION NUMBER 2 REGISTERED Management
NAME : FORMERLY SAGEM S. A., THE COMPANY S CORPORATE
NAME IS SAFRAN
O.12 APPROVE TO TRANSFER THE HEAD OFFICE OF THE COMPANY Management
TO: 2 BOULEVARD DU GENERAL MARTIAL VALIN 75015
PARIS AND AMEND ARTICLE 4 OF THE ASSOCIATION:
REGISTERED OFFICE
O.13 APPROVE THAT EUR 106,848,178.93 WILL BE APPROPRIATED Management
AS FOLLOWS: NET PROFIT FO R THE FY EUR 110,055,538.52;
PRIOR RETAINED EARNINGS EUR 370,076.49; GLOBAL
DI VIDEND EUR 1,410,053.92; PURSUANT TO ARTICLE
39 OF THE AMENDED FINANCE LAW FOR 2004, THE AMOUNT
OF EUR 4,987,500.00 POSTED TO THE SPECIAL RESERVE
OF LONG TE RM CAPITAL GAINS AND CORRESPONDING
TO THE EXCEPTIONAL TAX OF 2.5%, WILL BE TRA NSFERRED
TO A TAX DEBTS ACCOUNT; CARRY FORWARD ACCOUNT
EUR 3,207,359.59; AN IN TERIM DIVIDEND OF EUR
0.10 HAS ALREADY BEEN PAID IN MAR 2005; THE SHARES
ISSUE D IN CONSIDERATION OF THE MERGER SAGEM
SNECMA BEARING INTEREST ON 01 JAN 2004; APPROVE
TO GRANT THE HOLDERS OF THE NEW SHARES, THE SAME
SUM AS THE ONE ASSIG NED FOR THE INTERIM DIVIDEND
THAT IS EUR 0.10 PER SHARE; IT DECIDES TO ALLOCAT
E TO ALL THE SHARES BEING INCLUDED THE ONES
RESULTING FROM THE MERGER A DIVI DEND OF EUR
0.12 PER SHARE; THE TOTAL DIVIDEND PER SHARE
AMOUNTS TO EUR 0.22 A ND CONSEQUENTLY, DECIDES
TO ALLOCATE THE DISTRIBUTABLE PROFITS AS FOLLOWS:
OPT IONAL RESERVE EUR 15,000,000.00; STATUTORY
DIVIDEND EUR 4,170,295.85 417,029, 585 SHARES
AT EUR 0.01 EACH; SUPERDIVIDEND: EUR 87,576,212.85
417,029,585 SHA RES AT EUR: 0.21 EACH ; CARRY
FORWARD ACCOUNT EUR 101,670.23; THE DIVIDENDS
WI LL BE PAID ON 20 MAY 2005; ALL THESE DIVIDENDS
WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE,
AS REQUIRED BY LAW
O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, TO TRADE THE Management
COMPANY S SHARES ON THE STOCK MARKETS AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 22.00; MI NIMUM SELLING PRICE: EUR 16.00;
AND, MAXIMUM NUMBER OF SHARES TO BE TRADED: 33
,000,000 SHARES, THE GLOBAL AMOUNT ALLOCATED
TO THIS REPURCHASE PROGRAMME EXCE ED EUR 726,000,000.00;
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
THE NEXT AGM
O.15 AUTHORIZE THE EXECUTIVE COMMITTEE, TO REDUCE Management
THE SHARE CAPITAL BY CANCELING TH E SELF DETAINED
SHARES HELD BY THE COMPANY IN CONNECTION WITH
A STOCK REPURCHA SE PLAN, PROVIDED THAT THE TOTAL
NUMBER OF SHARES CANCELLED DOES NOT EXCEED 10
% OF THE SHARE CAPITAL; AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSAR Y MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF THE NEXT AGM
E.16 AUTHORIZE THE EXECUTIVE COMMITTEE, IN ORDER TO Management
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOU NT OF EUR 100,000,000.00 BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR I SSUE PREMIUMS,
TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAIS E OF THE PAR VALUE OF EACH
SHARE; AUTHORIZE THE EXECUTIVE COMMITTEE ALLOWS
HIM TO DECIDE, INSIDE THE CEILING ABOVE-MENTIONED,
A CAPITAL INCREASE RESERVED FO R AN ENTERPRISE
SAVINGS PLAN, TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL N ECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF THE NEXT AGM
E.17 AUTHORIZE THE EXECUTIVE COMMITTEE, TO GRANT ONE Management
OR MORE TRANSACTIONS TO EMPLOY EES OR CERTAIN
OF THEM, OPTIONS GIVING THE RIGHT TO SUBSCRIBE
FOR SHARES; THE SHARE CAPITAL INCREASE RESULTING
FROM THE EXERCISE OF OPTIONS SHALL BE LIMITED
TO THE LEGAL CEILING; AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF THE NEXT AGM
E.18 AUTHORIZE THE EXECUTIVE COMMITTEE, TO GRANT IN Management
ONE OR MORE TRANSACTIONS TO EMP LOYEES OR CERTAIN
OF THEM, OPTIONS GIVING THE RIGHT TO PURCHASE
EXISTING SHARE S PURCHASED BY THE COMPANY, IT
BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE
RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL
NOT EXCEED 10% OF THE SHARE CA PITAL; AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND AC COMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
O.19 AUTHORIZE THE EXECUTIVE COMMITTEE, TO PROCEED Management
WITH ALLOCATIONS FREE OF CHARGE OF COMPANY S
EXISTING ORDINARY SHARES TO BE ISSUED, IN FAVOUR
OF THE EMPLOYEES OF SAGEM BEFORE THE MERGER WITH
SNECMA AND WITH ONE YEAR IN THE FIRM ON 10 MA
Y 2005 AND HOLDING SAGEM S.A. SHARES, PROVIDED
THAT THEY SHALL BE REPRESENTED MORE THAN 10 %
OF THE SHARE CAPITAL; AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
E XPIRES AT THE END OF THE NEXT AGM
E.20 APPROVE THAT THE AGGREGATE CEILING PERTAINING Management
TO THE CAPITAL INCREASES TO BE C ARRIED OUT WITH
THE USE OF THE DELEGATIONS GRANTED BY THE PREVIOUS
RESOLUTIONS SHALL NOT EXCEED EUR 110,000,000.00
O.21 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRE SCRIBED BY LAW
- -----------------------------------------------------------------------------------------------------------------------------
TUI AG, HANNOVER OGM Meeting Date: 05/11/2005
Issuer: D8484K109 ISIN: DE0006952005 BLOCKING
SEDOL: 4701707, 5666292, 7159477
- -----------------------------------------------------------------------------------------------------------------------------
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 DISTRIBUTABLE PROFIT Management
OF EUR 138,000,000 AS FOLLOW S: PAYMENT OF A
DIVIDEND OF EUR 0.77 PER ENTITLED NO-PAR SHARE,
EUR 357,464.97 SHALL BE CARRIED FORWARD, EX-DIVIDEND
AND PAYABLE DATE: 12 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT PWC DEUTSCHE REVISION AG, HANOVER AS Management
THE AUDITORS FOR THE 2005 FY
6. APPROVE THE CONVERSION OF BEARER SHARES INTO Management
REGISTERED SHARES AND AMEND THE C ORRESPONDING
ARTICLES OF ASSOCIATION
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A PRICE NEITHER MORE THAN 5% BELOW,
NOR MORE TH AN 10% ABOVE, THE MARKET PRICE OF
THE SHARES, OR BY THE WAY OF A REPURCHASE OF
FER AT A PRICE NOT DIFFERING MORE THAN 20% FROM
THE MARKET PRICE OF THE SHARES , ON OR BEFORE
10 NOV 2006 AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO US E THE SHARES FOR ACQUISITION
PURPOSES, FOR SATISFYING EXISTING CONVERTIBLE
OR OPTION RIGHTS, OR FOR THE ISSUE OF EMPLOYEE
SHARES; THE SHARES MAY ALSO BE SOL D AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE OR RETIRED
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN. THANK YOU .
- -----------------------------------------------------------------------------------------------------------------------------
UNILEVER PLC AGM Meeting Date: 05/11/2005
Issuer: G92087124 ISIN: GB0005748735
SEDOL: 0574873, 5685189
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ACCOUNTS AND THE BALANCE Management For
SHEET FOR THE YE 31 DEC 2004, TOGETHER WITH THE
DIRECTORS REPORT AND THE AUDITORS REPORT
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management Abstain
THE YE 31 DEC 2004 INCLUDED WIT HIN THE ANNUAL
REPORT AND THE ACCOUNTS FOR 2004
3. DECLARE A DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT MR. P.J. CESCAU AS A EXECUTIVE DIRECTOR Management For
5. RE-ELECT MR. C.J. VAN DER GRAAF AS A EXECUTIVE Management For
DIRECTOR
6. RE-ELECT MR. R.H.P. MARKHAM AS A EXECUTIVE DIRECTOR Management For
7. ELECT MR. R.D. KUGLER AS A EXECUTIVE DIRECTOR Management For
8. RE-ELECT MR. A. BURGMANS AS A NON-EXECUTIVE DIRECTOR Management For
9. RE-ELECT THE RT. HONORABLE THE LORD BRITTAN OF Management For
SPENNITHORNE QC DL AS A NON-EXE CUTIVE DIRECTOR
10. RE-ELECT THE RT. HONORABLE THE BARONESS CHALKER Management For
OF WALLASEY AS A NON-EXECUTIVE DIRECTOR
11. RE-ELECT MR. B. COLLOMB AS A NON-EXECUTIVE DIRECTOR Management For
12. RE-ELECT PROFESSOR W. DIK AS A NON-EXECUTIVE DIRECTOR Management For
13. RE-ELECT MR. O. FANJUL AS A NON-EXECUTIVE DIRECTOR Management For
14. RE-ELECT MR. H. KOPPER AS A NON-EXECUTIVE DIRECTOR Management For
15. RE-ELECT THE LORD SIMON OF HIGHBURY CBE AS A Management For
NON-EXECUTIVE DIRECTOR
16. RE-ELECT MR. J. VAN DER VEER AS A NON-EXECUTIVE Management For
DIRECTOR
17. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY, TO HOLD THE OFFICE UNTIL
THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE
LAID BEFORE TH E MEMBERS
18. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
19. AUTHORIZE THE DIRECTORS TO EXERCISE ALL POWER Management For
OF THE COMPANY TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 13,450,000;
AUTHORITY EXPIRES ON THE DAY PRECEDING THE 5TH
ANN IVERSARY OF THE PASSING OF THIS RESOLUTION
; AND THE DIRECTORS MAY ALLOT RELEV ANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFE R OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY
S.20 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 19 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 9 4 OF THE ACT FOR CASH PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 19 OR WHERE
SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF THE
EQUITY SECURITIES BY VIR TUE OF SECTION 94(3A)
OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUI TY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHARE HOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 2,000,000; AUTHORITY EXP
IRES ON THE PRECEDING THE 5TH ANNIVERSARY OF
THE PASSING OF THIS RESOLUTION ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORI TY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.21 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 64 Management For
OF THE ARTICLES OF THE ASSOCIATI ON, TO MAKE
MARKET PURCHASES SECTION 163(3) OF THE COMPANIES
ACT 1985 OF UP TO 290 MILLION SHARES OF 1.4P
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 1.4P AND UP TO 5% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH S HARES DERIVED FROM
THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 12 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.22 AMEND THE ARTICLES OF ASSOCIATION: BY DELETING Management For
SOME WORDS IN ARTICLE 107 AND R EPLACING THEM
WITH NEW WORDS; BY DELETING SOME WORDS IN ARTICLE
108 AND REPLAC ING THEM WITH NEW WORDS; BY DELETING
SOME WORDS IN ARTICLE 130 AND REPLACING T HEM
WITH NEW WORDS
S.23 APPROVE THAT THE ARTICLE 159 BE DELETED AND BE Management For
SUBSTITUTED WITH NEW ONE
24. APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For
PLAN 2005; AUTHORIZE DIRECTORS T O DO ALL ACTS
AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND
OPERATE THE PLAN , INCLUDING MAKING SUCH MODIFICATION
AS THE DIRECTORS CONSIDER APPROPRIATE TO TAKE
ACCOUNT OF REGULATORY REQUIREMENTS AND BEST PRACTICE
AND AUTHORIZE THE DI RECTORS TO ESTABLISH SUCH
FURTHER PLANS SIMILAR TO AND BASED ON THE PLAN
FOR E MPLOYEES IN PARTICULAR COUNTRIES, SUBJECT
TO SUCH MODIFICATIONS AS MAY BE NECE SSARY OR
DESIRABLE TO TAKE ACCOUNT OF OVERSEAS SECURITIES
LAWS, EXCHANGE CONTR OL AND TAX LEGISLATION
25. APPROVE THE RULES OF THE UNILEVER PLC 2005 SHARE Management For
SAVE PLAN AND AUTHORIZE THE D IRECTORS TO MAKE
SUCH MODIFICATIONS TO THE SHARESAVE PLAN AS THEY
CONSIDER NEC ESSARY TO OBTAIN THE APPROVAL OF
THE BOARD OF THE INLAND REVENUE OR TO TAKE AC
COUNT OF REGULATORY REQUIREMENTS AND BEST PRACTICE
AND TO ADOPT THE SHARESAVE PLAN AS SO MODIFIED
AND DO ALL ACTS AND THINGS NECESSARY TO OPERATE
THE SHARES AVE PLAN AND TO ESTABLISH SUCH FURTHER
PLANS FOR THE BENEFIT OF THE EMPLOYEE O UT SIDE
OF THE UK BASED ON THE SHARE SAVE PLAN SUBJECT
TO SUCH MODIFICATION AS MAY BE NECESSARY OR DESIRABLE
TO TAKE LEGISLATION PROVIDED THAT ANY ORDINARY
SHARES OF THE COMPANY MADE AVAILABLE UNDER SUCH
FURTHER PLAN ARE TREATED AS CO UNTING AGAINST
ANY LIMITS ON INDIVIDUAL PARTICIPATION, WHERE
APPROPRIATE OR OV ERALL PARTICIPATION IN THE
SHARE SAVE PLAN
- -----------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH AGM Meeting Date: 05/12/2005
Issuer: H0010V101 ISIN: CH0012221716 BLOCKING
SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053, B02V7Z4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR A CCOUNTS.
1. RECEIVE THE ANNUAL REPORT AND CONSOLIDATED FINANCIAL Non-Voting
STATEMENTS, GROUP AUDITOR S REPORT, ANNUAL FINANCIAL
STATEMENTS AND AUDITORS REPORT FOR THE FY 2004
2. APPROVE OF THE ANNUAL REPORT, CONSOLIDATED FINANCIAL Management
STATEMENTS, AND THE ANNUA L FINANCIAL STATEMENTS
FOR THE YEAR 2004
3. GRANT DISCHARGE THE BOARD OF DIRECTORS AND THE Management
PERSONS ENTRUSTED WITH THE MANA GEMENT FOR THE
FY 2004
4. APPROVE TO NOT DECLARE THE DISTRIBUTION OF A Management
DIVIDEND AND TO CARRY FORWARD THE PROFIT AVAILABLE
TO THE GENERAL MEETING IN THE AMOUNT OF CHF 10,570,584
5.1 RE-ELECT MR. ROGER AGNELLI, BRAZILIAN TO THE Management
BOARD FOR A FURTHER PERIOD OF 1 Y EAR, UNTIL
THE GENERAL MEETING 2006
5.2 RE-ELECT MR. JURGEN DORMANN, GERMAN TO THE BOARD Management
FOR A FURTHER PERIOD OF 1 YEA R, UNTIL THE GENERAL
MEETING 2006
5.3 RE-ELECT MR. LOUIS R. HUGES, AMERICAN TO THE Management
BOARD FOR A FURTHER PERIOD OF 1 Y EAR, UNTIL
THE GENERAL MEETING 2006
5.4 RE-ELECT MR. HANS ULRICH MARKI, SWISS TO THE Management
BOARD FOR A FURTHER PERIOD OF 1 Y EAR, UNTIL
THE GENERAL MEETING 2006
5.5 RE-ELECT MR. MICHEL DE ROSEN, FRENCH TO THE BOARD Management
FOR A FURTHER PERIOD OF 1 YE AR, UNTIL THE GENERAL
MEETING 2006
5.6 RE-ELECT MR. MICHAEL TRESCHOW, SWEDISH TO THE Management
BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
5.7 RE-ELECT MR. BREND W. VOSS, GERMAN TO THE BOARD Management
FOR A FURTHER PERIOD OF 1 YEAR , UNTIL THE GENERAL
MEETING 2006
5.8 RE-ELECT MR. JACOB WALLENBERG, SWEDISH TO THE Management
BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE
GENERAL MEETING 2006
6. ELECT ERNST & YOUNG AG AS THE AUDITORS AND GROUP Management
AUDITORS FOR THE FY 2005 AND OBT AG AS SPECIAL
AUDITORS TO FULFILL THE REQUIRED TASKS IN CONNECTION
WITH CA PITAL INCREASES
- -----------------------------------------------------------------------------------------------------------------------------
ACCIONA SA, MADRID OGM Meeting Date: 05/12/2005
Issuer: E0008Z109 ISIN: ES0125220311
SEDOL: 5579107, 5846436, B02T9S5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL ACCOUNTS OF ACCIONA, S.A. Management For
AND ITS CONSOLIDATED GROUP WITH R EFERENCE TO
THE YEAR 2004
2. APPROVE THE MANAGEMENT REPORTS OF THE ACCIONA Management For
AND ITS CONSOLIDATED GROUP WITH REFERENCE TO
THE YEAR 2004, AND THE COMPANY MANAGEMENT
3. APPROVE THE APPLICATION OF THE PROFITS Management For
4. AUTHORIZE THE COMPANY AND ITS AFFILIATES TO CARRY Management For
OUT THE DERIVATIVE ACQUISITI ON OF OWN SHARES,
RENDERING VOID THE AUTHORIZATION GRANTED BY THE
OGM OF SHARE HOLDERS HELD IN 2004
5. APPOINT AND RE-APPOINT THE DIRECTORS Management For
6. RE-APPOINT THE FINANCIAL AUDITORS OF ACCIONA Management For
AND ITS AFFILIATED COMPANIES
7. AUTHORIZE THE BOARD OF DIRECTORS FOR DEVELOPMENT, Management For
INTERPRETATION, RATIFICATION AND PUBLIC RECORDING
OF THE RESOLUTIONS PASSED BY THE GENERAL MEETINGS
- -----------------------------------------------------------------------------------------------------------------------------
AEON CREDIT SERVICE CO LTD AGM Meeting Date: 05/12/2005
Issuer: J0021H107 ISIN: JP3131400008
SEDOL: 5805653, 6037734
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 30, FINAL JY 40, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For
2.2 ELECT DIRECTOR Management For
3.1 APPOINT INTERNAL STATUTORY AUDITOR Management Against
3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
BALFOUR BEATTY PLC AGM Meeting Date: 05/12/2005
Issuer: G3224V108 ISIN: GB0000961622
SEDOL: 0096162, 5830008
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND ACCOUNTS Management
FOR THE YE 31 DEC 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management
THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND OF THE ORDINARY SHARES Management
OF THE COMPANY
4. RE-ELECT MR. J.L. COHEN AS A DIRECTOR Management
5. RE-ELECT MR. R. DELBRIDGE AS A DIRECTOR Management
6. RE-ELECT MR. A.L.P. RABIN AS A DIRECTOR Management
7. RE-ELECT MR. A. J. WIVELL AS A DIRECTOR Management
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management
9. AUTHORIZE THE DIRECTORS, IN THE TERMS OF PARAGRAPH Management
(B)(I) OF ARTICLE 11 OF THE COMPANY S ARTICLES
OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES
FOR THE PERIO D BEGINNING ON 12 MAY 2005 AND
ENDING AT THE CONCLUSION OF THE COMPANY S AGM
T O BE HELD IN 2010 OR IF EARLIER, ON 12 MAY
2010 AND FOR SUCH PERIOD THE SECTIO N 80 AMOUNT
AS DEFINED IN PARAGRAPH (B)(III) OF THAT ARTICLE)
SHALL BE GBP 70 ,662,113, SUCH AUTHORITY TO REPLACE
THE AUTHORITY TO ALLOT RELEVANT SECURITIES GRANTED
BY RESOLUTION 11 PASSED AT THE AGM OF THE COMPANY
HELD ON 13 MAY 2004
S.10 AUTHORIZE THE DIRECTOR, SUBJECT TO AND CONDITIONAL Management
UPON THE PASSING OF RESOLUT ION 9 SET OUT IN
THIS NOTICE OF AGM DATED 06 APR 2005, IN THE
TERMS OF PARAGRA PH (B)(II) OF ARTICLE 11 OF
THE COMPANY S ARTICLES OF ASSOCIATION TO ALLOT
EQU ITY SECURITIES PURSUANT TO THE AUTHORITY
GRANTED BY THAT RESOLUTION WHOLLY FOR CASH FOR
THE PERIOD BEGINNING ON 12 MAY 2005 AND ENDING
AT THE CONCLUSION OF THE COMPANY AGM TO BE HELD
IN 2006 OR IF EARLIER, ON 12 AUG 2006 AND FOR
SUCH PERIOD THE SECTION 89 AMOUNT AS DEFINED
IN PARAGRAPH (B)(III) OF THAT ARTICLE SHALL BE
GBP 10,599,316; FOR THE PURPOSES OF THIS RESOLUTION,
AN ALLOTMENT O F EQUITY SECURITIES PURSUANT TO
THE AUTHORITY GRANTED BY RESOLUTION 9 SHALL BE
DEEMED TO INCLUDE THE SALE OF RELEVANT SHARES
IN THE COMPANY WHICH, IMMEDIATE LY BEFORE SUCH
SALE, WERE HELD BY THE COMPANY AS TREASURY SHARES
S.11 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management
OF THE COMPANY S ARTICLES OF ASSO CIATION AND
SUBJECT TO AND CONDITIONAL UPON THE PASSING OF
THE EXTRAORDINARY R ESOLUTION SET OUT IN THE
NOTICE DATED 06 APR 2005 CONVENING A SEPARATE
CLASS M EETING OF THE HOLDERS OF THE CUMULATIVE
CONVERTIBLE REDEEMABLE PREFERENCE SHAR ES OF
1P EACH IN THE COMPANY THE CONVERTIBLE PREFERENCE
SHARES , FOR THE PURP OSE OF SECTION 166 OF THE
COMPANIES ACT 1985 TO MAKE ONE OR MORE MARKET
PURCHA SES (WITHIN THE MEANING OF SECTION 163(3)
OF THAT ACT) OF ORDINARY SHARES OF 5 0P EACH
IN THE COMPANY THE ORDINARY SHARES AND/OR CONVERTIBLE
PREFERENCE SHA RES IN THE COMPANY AND WHERE SUCH
SHARES ARE HELD IN TREASURY THE COMPANY MAY AMONG
OTHER THINGS, USE THEM FOR THE PURPOSE OF ITS
EMPLOYEE SHARE SCHEMES, PR OVIDED THAT A) THE
MAXIMUM NUMBER OF ORDINARY SHARES BE AUTHORIZED
TO BE PURCH ASED IS 42,397,267 AND THE MAXIMUM
NUMBER OF CONVERTIBLE PREFERENCE SHARES BE AUTHORIZED
TO BE PURCHASED IS 20,204,566; B) THE MAXIMUM
PRICE EXCLUSIVE OF E XPENSES WHICH MAY BE PAID
FOR A SHARE SHALL BE NOT MORE THAN 5% ABOVE THE
AVE RAGE OF THE MARKET VALUE OF A SHARE OF THE
SAME CLASS FOR THE 5 BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE ON WHICH SUCH SHARE IS CONTRACTED
TO BE PURCHAS ED; C) THE MINIMUM PRICE EXCLUSIVE
OF EXPENSES WHICH MAY BE PAID FOR A SHARE IS
ITS NOMINAL VALUE; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE SEPARATE CLASS MEETING
WHICH WILL FOLLOW THE AGM OF THE COMPANY TO BE
HELD IN 2006 OR 12 NOV 2006 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
12. AUTHORIZE THE COMPANY TO MAKE DONATIONS TO EU Management
POLITICAL ORGANIZATIONS AND TO I NCUR EU POLITICAL
EXPENDITURE, NOT EXCEEDING GBP 25,000 IN TOTAL
IN EACH YEAR DURING THE PERIOD OF 4 YEAR BEGINNING
ON 12 MAY 2005
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management
AS SPECIFIED
S.14 AMEND THE MEMORANDUM AND ARTICLES OF ASSOCIATION Management
OF THE COMPANY AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM Meeting Date: 05/12/2005
Issuer: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED Management
FINANCIAL STATEMENTS, ALONG WITH THE MANAGEMENT
REPORT OF THE EXECUTIVE BOARD AND THE REPORT
OF THE SUPERVISORY BOARD
2. GRANT DISCHARGE THE MEMBERS OF THE EXECUTIVE BOARD Management
3. GRANT DISCHARGE THE MEMBERS OF THE SUPERVISORY Management
BOARD
4. ELECT THE SUPERVISORY BOARD Management
5. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management
TO SECTION 71 (1) NO. 7 OF THE GERMAN STOCK CORPORATION
ACT
6. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management
TO SECTION 71 (1) NO. 8 OF THE GERMAN STOCK CORPORATION
ACT
7. AMEND THE ARTICLES OF ASSOCIATION Management
8. APPROVE THE ADDITION OF A NEW PARAGRAPH TO THE Management
ARTICLES OF ASSOCIATION
9. AMENDMENT ARTICLE 2 OF THE ARTICLES OF ASSOCIATION Management
10. APPROVE THE SIGNING OF MANAGEMENT CONTROL AND Management
PROFIT-AND-LOSS TRANSFER AGREEME NTS
11. APPROVE THE SIGNING OF A PROFIT-AND-LOSS TRANSFER Management
AGREEMENT
12. ELECT THE AUDITOR FOR 2005 Management
- -----------------------------------------------------------------------------------------------------------------------------
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM Meeting Date: 05/12/2005
Issuer: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
146672 DUE TO ADDITIONAL RESO LUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
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. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4.1 ELECT MR. MAX DIETRICH KLEY AS A MEMBER OF THE Management
SUPERVISORY BOARD
4.2 ELECT MR. GERHARD RANDA AS A MEMBER OF THE SUPERVISORY Management
BOARD
4.3 ELECT DR. DIETHER MUENICH AS A MEMBER OF THE Management
SUPERVISORY BOARD
5. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management
SHARES AT PRICES NOT DEVIATING M ORE THAN 10%
FROM THEIR AVERAGE MARKET PRICE, ON OR BEFORE
31 OCT 2006; THE TO TAL HOLDING OF SHARES ACQUIRED
FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE SHA
RE CAPITAL AT THE END OF ANY GIVEN DAY
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN SHARES Management
OF UP TO 10% OF ITS SHARE CAPITAL , AT PRICES
NOT DEVIATING MORE THAN 10% FROM THE AVERAGE
MARKET PRICE OF THE S HARES, ON OR BEFORE 31
OCT 2006; THE BOARD OF MANAGING DIRECTORS BE
AUTHORIZED TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR A RIGHT S OFFERING
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR
ACQUISITION PURPOSES OR FOR THE FULFILMENT OF
CO NVERTIBLE OR OPTION RIGHTS, AND TO RETIRE
THE SHARES
7. 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 SHAREHOL DERS MEETINGS UMAG AS FOLLOWS:
SECTION 17(2), SECTION 18(1), SECTION 18(2)
8. 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 UMAG AS FOLLOWS: SECTION 20(4)
9. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF THE OBJECT OF THE COMPANY BEIN G ADJUSTED
IN CONNECTION WITH THE NEW GERMAN PFANDBRIEF ACT
10. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management
WITH THE COMPANY S WHOLLY-O WNED SUBSIDIARIES
HVB PAYMENTS + SERVICES GMBH AND HVB CONSULT
GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2010
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management
COMPANY S WHOLLY-OWNED SUBSIDIA RY BANKHAUS NEELMEYER
AG, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT L EAST 31 DEC 2009
12. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management
BERLIN AND FRANKFURT AS THE AU DITORS FOR THE
2005 FY
- -----------------------------------------------------------------------------------------------------------------------------
CAPGEMINI SA, PARIS OGM Meeting Date: 05/12/2005
Issuer: F13587120 ISIN: FR0000125338 BLOCKING
SEDOL: 4163437, 5619382, 5710315, 7164062
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPL ETE, 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 SHAREOWNERS:
* PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 12
MAY 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.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR TH E YEAR 2004, IN THE FORM PRESENTED
TO THE MEETING, SHOWING A LOSS OF: EUR (-) 948,714,553.24;
AND GRANT PERMANENT DISCHARGE TO THE BOARD OF
DIRECTORS FOR TH E PERFORMANCE OF ITS DUTIES
DURING THE SAID FY
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
PRESENTE D TO THE MEETING, SHOWING CONSOLIDATED
NET LOSS OF: EUR - 359,000,000.00
O.3 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 NOTICE S THAT NO AGREEMENT WAS CONCLUDED
DURING THE LAST FY
O.4 APPROVE TO CHARGE THE LOSSES OF THE 2004 FY AMOUNTING Management
TO: EUR -948,714,553.24 AND THE CARRY FORWARD
ACCOUNT: EUR (-)41,681,723.70 TO THE SHARE PREMIUM
ACCOU NT, THE SHARE PREMIUM ACCOUNT IS REDUCED
FROM EUR 3,203,389,464.52 TO EUR 2,21 2,993,187.58
AND TO DISTRIBUTE ANY DIVIDEND FOR THE 2004 FY
IN ACCORDANCE WITH THE REGULATIONS IN FORCE,
THE GENERAL MEETING IS REMINDED THAT NO DIVIDEND
HA S BEEN PAID FOR THE PAST TWO FYS; AN AMOUNT
OF EUR 61,345,008.61 CHARGED TO TH E SPECIAL
RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL
BE TRANSFERRED TO TH E OTHER RESERVES ACCOUNT;
THE OUTSTANDING TAX OF 2.5% WILL ALSO BE CHARGED
TO THIS ACCOUNT
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 50.00, MA XIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 13,138,317 AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
O.6 APPOINT MR. M. DANIEL BERNARD AS A DIRECTOR FOR Management
A PERIOD OF 6 YEARS
O.7 APPOINT MR. M. THIERRY DE MONTBRIAL AS A DIRECTOR Management
FOR A PERIOD OF 6 YEARS
O.8 APPOINT MR. M. MARCEL ROULET AS CONTROL AGENT Management
FOR A PERIOD OF 6 YEARS
E.9 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24MONTHS DOES NOT EXCEED 1 0%
OF THE CAPITAL AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESS ARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 24 MONTHS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,500,000,000.00,
BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME,
PREMIUMS OR ELSE, TO BE CARRIED OUT TH ROUGH
THE ISSUE OF BONUS SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 450,000, 000.00, BY WAY OF ISSUING ORDINARY
SHARES, STOCKS AND SHARES GIVING ACCESS TO THE
SHARE CAPITAL AND TO THE ALLOCATION OF DEBT SECURITIES
WITH MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL
RIGHT OF SUBSCRIPTION, THE AGGREGATE VALUE OF
SECURITIES ACCESS TO THE SHARE CAPITAL AND TO
THE ALLOCATION OF DEBT SECURITIE S SHALL NOT
EXCEED EUR 3,000,000,000.00; AND TO TAKE ALL
NECESSARY MEASURES AN D ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
26 MO NTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 300,000, 000.00, BY WAY OF ISSUING ORDINARY
SHARES, STOCKS AND SHARES GIVING ACCESS TO THE
ORDINARY SHARES OF THE COMPANY AND TO THE ALLOCATION
OF DEBT SECURITIES WI THOUT THE SHAREHOLDERS
PREFERENTIAL RIGHT OF SUBSCRIPTION, THE AGGREGATE
VALUE OF SECURITIES ACCESS TO THE SHARE CAPITAL
AND TO THE ALLOCATION OF DEBT SECUR ITIES SHALL
NOT EXCEED EUR 2,000,000,000.00; AND TO TAKE
ALL NECESSARY MEASURE S AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
2 6 MONTHS
E.13 AUTHORIZE THE BOARD OF DIRECTORS MAY DECIDE TO Management
INCREASE THE NUMBER OF SECURITI ES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE IN ACCORDANCE
WITH RESOLUTI ON E.11 AND E.12, WITHIN THE LIMIT
OF THE CEILINGS STIPULATED IN SAID RESOLUTI ONS
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE WITHIN Management
THE SAME CEILINGS AS IN RESOL UTION E.12, SHARES
OF THE COMPANY OR STOCKS AND SHARES GIVING ACCESS
TO THE SH ARE CAPITAL OR TO THE ALLOCATION OF
DEBT SECURITIES, IN CONSIDERATION FOR STOC K
TENDER OFFERS ARE IN EFFECT AND, WITHIN THE LIMIT
OF 10% OF THE SHARE CAPITA L, IN CONTRIBUTIONS
IN KIND GRANTED TO THE COMPANY AND COMPRISED
OF EQUITY SEC URITIES GIVING ACCESS TO SHARE
CAPITAL WITHOUT SHAREHOLDERS PREFERENTIAL RIGH
T OF SUBSCRIPTION ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECE SSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT ONE Management
OR MORE TRANSACTIONS TO EMPLOYEE S AND OFFICERS
OPTIONS, GIVING THE RIGHT EITHER TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE OR TO PURCHASE EXIS
TING SHARES PURCHASED BY THE COMPANY, IT BEING
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS
TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED
6,000,000; AN D TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AU
THORITY EXPIRES AT THE END OF 38 MONTHS
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 2,000,000
SHARES; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMAL ITIES; AUTHORITY
EXPIRES AT THE END OF 38 MONTHS
E.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
S EMPLOYEES WH O ARE MEMBERS OF A COMPANY SAVING
PLAN AND FOR MAXIMUM NUMBER OF SHARES WHICH SHALL
NOT EXCEED 3,500,000 AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH A LL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
E.18 APPROVE THAT THE OVERALL NOMINAL AMOUNTS PERTAINING Management
TO: (-) THE CAPITAL INCREA SES TO BE CARRIED
OUT WITH THE USE OF THE DELEGATIONS GIVEN BY
RESOLUTIONS E.1 1, E.12, E.13 AND O.14 SHALL
NOT EXCEED EUR 450,000,000.00, (-) THE ISSUES
OF SECURITIES TO BE CARRIED OUT WITH THE USE
OF THE DELEGATIONS GIVEN BY RESOLUTI ONS E.11,
E.12, E.13 AND O.14 SHALL NOT EXCEED EUR 3,000,000,000.00
E.19 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
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU
- -----------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG INFRASTRUCTURE HOLDINGS LTD AGM Meeting Date: 05/12/2005
Issuer: G2098R102 ISIN: BMG2098R1025
SEDOL: 5558991, 6212553, B02TC75
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management For
3.1 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For
3.2 ELECT MR. KAM HING LAM AS A DIRECTOR Management For
3.3 ELECT MR. GEORGE COLIN MAGNUS AS A DIRECTOR Management For
3.4 ELECT MR. IP TAK CHUEN, EDMOND AS A DIRECTOR Management For
3.5 ELECT MR. FRANK JOHN SIXT AS A DIRECTOR Management For
3.6 ELECT MRS. LEE PUI LING, ANGELINA AS A DIRECTOR Management For
3.7 ELECT MRS. KWOK EVA LEE AS A DIRECTOR Management For
3.8 ELECT MRS. SNG SOW-MEI PHOON SUI MOY, ALIAS Management For
POON SOW MEI AS A DIRECTOR
3.9 ELECT MR. COLIN STEVENS RUSSEL AS A DIRECTOR Management For
3.10 ELECT MR. LAN HONG TSUNG, DAVID AS A DIRECTOR Management For
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management Against
OF ADDITIONAL SHARES NOT EXCEEDIN G 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THE R ESOLUTION UNTIL THE NEXT
AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE
THE GR ANTING OF OFFERS OR OPTIONS INCLUDING
BONDS AND DEBENTURES CONVERTIBLE INTO S HARES
OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR
CONVERTIBLE DURING OR AFTE R THE RELEVANT PERIOD
5.2 AUTHORIZE THE DIRECTORS TO REPURCHASE SHARES Management For
OF HKD 1.00 IN THE CAPITAL OF THE COMPANY DURING
THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE
WITH ALL APP LICABLE LAWS AND REQUIREMENTS OF
THE RULE S GOVERNING THE LISTING OF SECURITIE
S ON THE STOCK EXCHANGE OF HONG KONG LIMITED
OR ANY OTHER STOCK EXCHANGE AS AM ENDED FROM
TIME TO TIME, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY ; AUTHORITY EXPIRES THE EARLIER
OF TH E CONCLUSION OF THE NEXT AGM OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
5.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For
TO THE DIRECTORS TO ALLOT ISSUE AND DEAL WITH
ADDITIONAL SHARES PURSUANT TO ORDINARY RESOLUTION
NO. 5.1 BY THE ADDITION THERETO OF AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF
TH E SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT
TO ORDINARY RESOLUTION NO. 5.2, PROVIDED THAT
SUCH AMOUNT SHA LL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF THE SAID RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
CONTINENTAL AG, HANNOVER OGM Meeting Date: 05/12/2005
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.
- -----------------------------------------------------------------------------------------------------------------------------
ELECTRABEL SA, BRUXELLES AGM Meeting Date: 05/12/2005
Issuer: B3458H101 ISIN: BE0003637486 BLOCKING
SEDOL: 4294791, 4301817, 5064841, 5460513, B02PQQ0
- -----------------------------------------------------------------------------------------------------------------------------
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
1. RECEIVE THE DIRECTORS REPORT AND THE AUDITORS Non-Voting
REPORT ON THE ANNUAL ACCOUNTS AND THE CONSOLIDATED
ACCOUNTS FOR THE PERIOD ENDING 31 DEC 2004
2. APPROVE THE ANNUAL ACCOUNTS FOR THE PERIOD ENDING Management
31 DEC 2004, INCLUDING THE A TTRIBUTION OF A
GROSS DIVIDEND OF EUR 15.76 PER SHARE TO THE
54,878,197 SHARES BEARING DIVIDENDS
3. RATIFY THE ACTIONS OF THE DIRECTORS FOR THE FY Management
2004
4. RATIFY THE ACTIONS OF THE COMPANY AUDITORS FOR Management
FY 2004
5.1 APPROVE THAT MR. JACQUES LAURENT WILL NOT STAND Non-Voting
FOR RE-ELECTION
5.2 APPOINT MR. YVES DE GAULLE AS A DIRECTOR UNTILL Management
THE END OF THE 2011 OGM
5.3 APPOINT MR. ROBERT-OLIVER LEYSSEN AS A DIRECTOR Management
UNTILL THE END OF THE 2011 OGM
5.4 APPROVE THE RESIGNATION OF KLYNVELD PEAT MARWICK Non-Voting
GOERDELER REVISEURS D ENTREPR ISES/BEDRIJFSREVISOREN,
WITH EFFECT FROM THE END OF THE 2005 OGM
5.5 APPOINT ERNST & YOUNG REVISEURS D ENTREPRISES/BEDRIJFSREVISOREN, Management
REPRESENTED BY MR. PIERRE ANCIAUX, COMPANY AUDITOR
AND MR. VINCENT ETIENNE, COMPANY AUDITO R, IN
ORDER TO REPLACE KLYNVELD PEAT MARVICK GOERDELER
REVISEURS D ENTREPRISE S/BEDRIJFSREVISOREN;
THE MANDATE WILL END UPON THE CLOSURE OF THE
2008 OGM
5.6 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management
& TOUCHE COMPANY AUDITORS REPR ESENTED BY MR.
PHILIP MAEYAERT, COMPANY AUDITOR AND MR. JOSEPHUS
VLAMINCKX, CO MPANY AUDITOR FOR 3 MORE YEARS;
CONSEQUENTLY THE MANDATE WILL ALSO END UPON TH
E CLOSURE OF THE 2008 OGM
5.7 APPROVE THE ANNUAL REMUNERATION FOR THE AUDITORS Management
AT A NON-INDEX LINKED TOTAL O F EUR 1,385,000
6. APPROVE THE INFORMATION ON THE IMPLEMENTATION Non-Voting
OF THE BELGIAN CORPORATE GOVERNA NCE CODE
- -----------------------------------------------------------------------------------------------------------------------------
HONGKONG ELECTRIC HOLDINGS LTD AGM Meeting Date: 05/12/2005
Issuer: Y33549117 ISIN: HK0006000050
SEDOL: 5559121, 6435327
- -----------------------------------------------------------------------------------------------------------------------------
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. DECLARE A FINAL DIVIDEND Management For
3.1 RE-ELECT MR. GEORGE C. MAGNUS AS A DIRECTOR Management For
3.2 RE-ELECT MR. CANNING FOK KIN-NING AS A DIRECTOR Management For
3.3 RE-ELECT MR. TSO KAI-SUM AS A DIRECTOR Management For
3.4 RE-ELECT MR. RONALD J. ARCULLI AS A DIRECTOR Management For
3.5 RE-ELECT MRS. SUSAN M.F. CHOW AS A DIRECTOR Management For
3.6 RE-ELECT MR. ANDREW HUNTER AS A DIRECTOR Management For
3.7 RE-ELECT MR. KAM HING-LAM AS A DIRECTOR Management For
3.8 RE-ELECT MR. HOLGER KLUGE AS A DIRECTOR Management For
3.9 RE-ELECT MR. VICTOR LI TZAR-KUOI AS A DIRECTOR Management For
3.10 RE-ELECT MR. EWAN YEE LUP-YUEN AS A DIRECTOR Management For
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS, DURING AND AFTER THE Management Against
RELEVANT PERIOD, TO ISSUE AND DI SPOSE OF ADDITIONAL
SHARES OF THE COMPANY NOT EXCEEDING 20% OF THE
EXISTING IS SUED SHARE CAPITAL OF THE COMPANY
AS AT THE DATE OF THE PASSING OF THIS RESOLU
TION TO INCLUDE THE GRANTING OF OFFERS OR OPTIONS
INCLUDING BONDS AND DEBENTU RES CONVERTIBLE
INTO SHARES OF THE COMPANY ; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
6. AUTHORIZE THE DIRECTORS TO REPURCHASE SHARES Management For
OF HKD 1.00 EACH IN THE ISSUED CA PITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, IN ACCORDANCE
WITH ALL APPLIC ABLE LAWS AND REQUIREMENTS OF
THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED AS
AMENDED FROM TIME TO TIME, NOT EXC EEDING 10%
OF THE NUMBER OF THE ISSUED SHARES AT THE DATE
OF THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPAN
Y OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY L AW
7. APPROVE TO EXTEND THE AUTHORITY GRANTED TO THE Management For
DIRECTORS TO ALLOT, ISSUE AND D EAL WITH ADDITIONAL
SHARES PURSUANT TO RESOLUTION 5 AS SPECIFIED
BY THE ADDITI ON THERETO OF AN AMOUNT THE AGGREGATE
NOMINAL AMOUNT OF ANY SHARE CAPITAL OF THE COMPANY
REPURCHASED BY THE COMPANY UNDER THE AUTHORITY
GRANTED PURSUANT TO RESOLUTION 6 AS SPECIFIED
, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL OF
THE COMPANY AS AT THE DATE OF PASSING OF THE
RELEVANT RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
ILUKA RESOURCES LIMITED AGM Meeting Date: 05/12/2005
Issuer: Q4875J104 ISIN: AU000000ILU1
SEDOL: 6957575
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Non-Voting Non-Vote Proposal
REPORT AND THE AUDITORS R EPORT FOR THE COMPANY
AND ITS CONTROLLED ENTITIES FOR THE YE 31 DEC
2004
1.1 ELECT MR. GRAHAME D. CAMPBELL AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH AR TICLE 17.2
OF THE COMPANY S CONSTITUTION
1.2 ELECT MS. VALERIE A. DAVIES AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTI CLE 17.2 OF THE
COMPANY S CONSTITUTION
S.2 AMEND THE COMPANY S CONSTITUTION, FOR THE PURPOSES Management For
OF SECTION 136(2) OF THE CO RPORATIONS ACT AND
ALL OTHER PURPOSES
- -----------------------------------------------------------------------------------------------------------------------------
INCHCAPE PLC AGM Meeting Date: 05/12/2005
Issuer: G47320166 ISIN: GB0006799729
SEDOL: 0679972
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For
FOR THE FYE 31 DEC 2004 AND TH E DIRECTORS AND
THE AUDITORS REPORT THEREON
2. APPROVE THE BOARD REPORT ON REMUNERATION FOR Management For
THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND Management For
4. ELECT MR. WILL SAMUEL AS A DIRECTOR, WHO WAS Management For
ELECTED SINCE THE LAST AGM
5. ELECT MR. DAVID SCOTLAND AS A DIRECTOR, WHO WAS Management For
ELECTED SINCE THE LAST AGM
6. RE-ELECT MR. ALAN FERUGSON AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
7. RE-ELECT MR. KEN HANNA AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For
REMUNERATION
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ALL EXISTING AUTHORITIES, TO ALLO T RELEVANT
SECURITIES SECTION 80 OF COMPANIES ACT 1985
UP TO AN AGGREGATE NO MINAL VALUE OF GBP 39,852,232;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEX
T AGM OF THE COMPANY ; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER T HE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PR IOR 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 AND/OR WHERE
SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
SAID ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHT S SECTION 89 , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER PRE-EMP TIVE OFFER IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMIN
AL AMOUNT OF GBP 5,977,834; C) PURSUANT TO ANY
APPROVED AND UNAPPROVED SHARE O PTION SCHEME;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMP ANY ; AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES AFTER THE EXPIRY OF THIS A
UTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For
WITH SECTION 166 OF THE C OMPANIES ACT 1985,
TO MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES A CT 1985 OF UP TO 7,970,466 ORDINARY
SHARES OF 150.0P EACH IN THE CAPITAL OF T HE
COMPANY, AT A MINIMUM PRICE OF 150.0P AND UP
TO 105.0% OF THE AVERAGE MIDDL E MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAI LY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; THE COMPANY,
BEFORE THE EXPIRY, M AY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
W HOLLY OR PARTLY AFTER SUCH EXPIRY
S.13 AMEND ARTICLE 1(E) OF THE ARTICLES OF ASSOCIATION Management For
BY DELETING THE FIGURE GBP 2 50,000 AND INSERTING
THE FIGURE GBP 450,000 IN ITS PLACE
- -----------------------------------------------------------------------------------------------------------------------------
LI & FUNG LTD AGM Meeting Date: 05/12/2005
Issuer: G5485F144 ISIN: BMG5485F1445
SEDOL: 4458252, 6286257, B01DLN7
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED CONSOLIDATED ACCOUNTS Management For
AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 30 HK CENTS PER SHARE Management For
AND A SPECIAL DIVIDEND OF 25 HK CENTS PER SHARE
IN RESPECT OF THE YE 31 DEC 2004
3.a RE-ELECT DR. VICTOR FUNG KWOK KING AS A NON-EXECUTIVE Management For
DIRECTOR
3.b RE-ELECT DR. WILLIAM FUNG KWOK LUN AS A EXECUTIVE Management For
DIRECTOR
3.c RE-ELECT MR. ALLAN WONG CHI YUN AS AN INDEPENDENT Management For
NON-EXECUTIVE DIRECTOR
3.d RE-ELECT MR. MAKOTO YASUDA AS AN INDEPENDENT Management For
NON-EXECUTIVE DIRECTOR
3.e RE-ELECT MR. LAU BUTT FARN AS A NON-EXECUTIVE Management For
DIRECTOR
3.f RE-ELECT MR. BRUCE PHILIP ROCKOWITZ AS AN EXECUTIVE Management For
DIRECTOR
4. APPROVE THAT THE REMUNERATION OF ALL THE DIRECTORS Management For
INCLUDING THE NON-EXECUTIV E DIRECTORS AND
THE CHAIRMAN OF THE BOARD OF DIRECTORS SHALL
BE FIXED AT HKD 80,000 AND HKD 200,000 RESPECTIVELY
FOR THE YEAR ENDING 31 DEC 2005 AND EACH S UBSEQUENT
FY UNTIL THE COMPANY IN GENERAL MEETING OTHERWISE
DETERMINES; AND AD DITIONAL REMUNERATION SHALL
BE PAYABLE TO THE NON-EXECUTIVE DIRECTORS WHO
SERV E ON THE BOARD COMMITTEES OF THE COMPANY
AND SUCH REMUNERATION BE FIXED AT THE LEVELS
AS SPECIFIED FOR THE YEAR ENDING 31 DEC 2005
AND EACH SUBSEQUENT FY UN TIL THE COMPANY IN
GENERAL MEETING OTHERWISE DETERMINES
5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
AND AUTHORIZE THE BOARD OF D IRECTORS TO FIX
THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
SHARES OF THE COMPANY DURIN G THE RELEVANT PERIOD,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF TH E ISSUED SHARE CAPITAL OF THE COMPANY ON
THE STOCK EXCHANGE OF HONG KONG LIMIT ED OR ANY
OTHER STOCK EXCHANGE RECOGNISED FOR THIS PURPOSE
BY THE SECURITIES A ND FUTURES COMMISSION OF
HONG KONG AND THE STOCK EXCHANGE OF HONG KONG
LIMITED UNDER THE HONG KONG CODE ON SHARE REPURCHASES;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PER IOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS DURING AND AFTER THE
RELEVANT PERIOD, A) NOT EXCEEDING 20% OF THE
AG GREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY ON THE DATE OF THIS RESOLUTION;
PLUS B) THE NOMINAL AMOUNT OF SHARE CAPITAL REPURCHASED
BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS
RESOLUTION UP TO A MAXIMUM EQU IVALENT TO 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY ON THE DATE OF THIS
RESOLUTION , OTHERWISE THAN PURSUANT TO: I) A
RIGHTS ISSUE; OR II) THE EXERCISE OF ANY SHARE
OPTION SCHEME ADOPTED BY THE CO MPANY; OR III)
ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY
EXPIRES T HE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE
HELD BY LAW
8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO EXERCISE Management For
THE POWERS OF THE COMPANY R EFERRED TO RESOLUTION
7, AS SPECIFIED, IN RESPECT OF THE SHARE CAPITAL
OF THE COMPANY REFERRED TO SUCH RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX Meeting Date: 05/12/2005
Issuer: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM P RESENTED TO THE MEETING
2. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management
THE CHAIRMAN OF THE BOARD O F DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND T HE BALANCE SHEET FOR THE YEAR 2004, IN
THE FORM PRESENTED TO THE MEETING; GRAN T PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORM ANCE OF THEIR DUTIES DURING THE
SAID FY
3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management
ON THE AGREEMENTS GOVERNED BY T HE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
4. ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management
4,987,500.00 UPON THE RETAINED EA RNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINAN CE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
T AX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURS UANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCO UNT; AN AMOUNT OF EUR 4,987,500
WILL BE DRAWN UPON THIS RESERVE, FROM THE EXTR
AORDINARY TAX OF 2.5% IN ORDER TO REBUILD THE
BALANCE OF THE RETAINED EARNINGS , THUS AMOUNTING
TO EUR 932,125,552.53
5. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 1,011 ,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DIS TRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 45 8,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474
,704,807.81; IF THESE APPROPRIATIONS ARE ADOPTED
THE DIVIDEND WILL AMOUNT TO E UR 0.95 PER SHARE;
THE REMAINING DIVIDEND OF EUR 0.70, APART FROM
THE DIVIDEND OF EUR 0.125 ALREADY PAID, WILL
BE PAID ON 18 MAY 2005; IN THE EVENT THAT THE
COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH
DATE, THE AMOUNT OF THE UNPAID D IVIDEND ON SUCH
SHARES SHALL BE ALLOCATED TO THE RETAINED EARNINGS
ACCOUNT
6. ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management
PERIOD OF 3 YEARS
7. ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management
PERIOD OF 3 YEARS
8. ELECT MR. DIEGO VALLE AS A DIRECTOR FOR A PERIOD Management
OF 3 YEARS
9. ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management
A PERIOD OF 3 YEARS
10. ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management
PERIOD OF 3 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN M ARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAX IMUM
NUMBER OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL
AMOUNT OF THE PURCHASES : EUR 4,900,000,000.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTH ORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
12. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSAC TIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASUR
ES AND ACCOMPLISH ALL NECESSARY FORMALITIES
13. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFER RED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIV ING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESO LUTIONS 14, 15, 16, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; BY
WAY O F CAPITALIZING ALL OR PART OF THE RESERVES,
PROFITS OR, PREMIUMS, PROVIDED THA T SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED O UT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALUE OF THE EXIS TING
SHARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN
NOT EXCEED THE AGGREGATE A MOUNT OF THE SUMS
WHICH CAN BE CAPITALIZED; THIS AMOUNT WILL BE
ADDED TO THE A MOUNT OF EUR 30,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AN D AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLI SH ALL NECESSARY FORMALITIES
14. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PRE FERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCE SS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT O F THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, 18, 19 OR 20 SHALL
COUNT AGAINST THIS AMOUNT; AUTHORITY IS GI VEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE A LL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, 18, 19 OR 20 SHALL COUN T AGAINST
THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD
OF 26 MONTHS ; AND AUT HORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
AL L NECESSARY FORMALITIES
16. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISS UE, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFER RED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE MAXIMUM
NOMINAL VAL UE OF THE CAPITAL INCREASES TO BE
CARRIED OUT UNDER THIS DELEGATION SHALL NOT EXCEED
EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTIN G FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17, 18,
19 OR 20 SHA LL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMP LISH ALL NECESSARY FORMALITIES
17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISS UE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PRE FERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAX IMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEG ATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL IN CREASES RESULTING FROM THE
ISSUANCES SET FORTH IN RESOLUTIONS 13, 14, 15,
16, 18, 19 OR 20 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEA SURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
18. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY GRANTED AT THE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVO R OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL ; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
R ESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, 17 , 19 OR 20; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
19. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLO YEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SH ALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AG AINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16,
17, 18 OR 20; AUTHORITY IS G IVEN FOR A PERIOD
OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
20. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
BY MEANS OF A PUBLIC OFFERING, WITH THE ISSUE
OF ORDINARY SHA RE OR ANY OTHER SECURITIES GIVING
ACCESS TO THE CAPITAL OR THE RIGHT TO A DEBT
SECURITY, WITHOUT THE SHAREHOLDERS PREFERRED
RIGHTS IN THE FAVOR OF CREDIT I NSTITUTIONS OR
THE COMPANIES GOVERNED BY THE CODE OF INSURANCES;
THE MAXIMUM N OMINAL VALUE OF CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHAL
L NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RE SULTING FROM THE
ISSUANCES SET FORTH IN THE RESOLUTIONS NUMBER
13, 14, 15, 17, 18 OR 19 SHALL COUNT AGAINST
THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD
OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
* 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
- -----------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX Meeting Date: 05/12/2005
Issuer: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 227087, DUE TO THE CANCELL ATION OF 2 RESOLUTIONS
AND SOME RESOLUTIONS BEING MODIFIED. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT O N THIS MEETING
NOTICE. THANK YOU.
O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM P RESENTED TO THE MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management
THE CHAIRMAN OF THE BOARD O F DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND T HE BALANCE SHEET FOR THE YEAR 2004, IN
THE FORM PRESENTED TO THE MEETING; GRAN T PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORM ANCE OF THEIR DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management
ON THE AGREEMENTS GOVERNED BY T HE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.4 ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management
4,987,500.00 UPON THE RETAINED EA RNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINAN CE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
T AX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURS UANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCO UNT; AN AMOUNT OF EUR 4,987,500
WILL BE DRAWN UPON THIS RESERVE, FROM THE EXTR
AORDINARY TAX OF 2.5% IN ORDER TO REBUILD THE
BALANCE OF THE RETAINED EARNINGS , THUS AMOUNTING
TO EUR 932,125,552.53
O.5 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 1,011 ,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DIS TRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 45 8,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474
,704,807.81; IF THESE APPROPRIATIONS ARE ADOPTED
THE DIVIDEND WILL AMOUNT TO E UR 0.95 PER SHARE;
THE REMAINING DIVIDEND OF EUR 0.70, WILL BE PAID
ON 18 MAY 2005; IN THE EVENT THAT THE COMPANY
HOLDS SOME OF ITS OWN SHARES ON SUCH DATE, THE
AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES
SHALL BE ALLOCATED TO THE RE TAINED EARNINGS ACCOUNT
O.6 ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management
PERIOD OF 3 YEARS
O.7 ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management
PERIOD OF 3 YEARS
O.8 ELECT MR. DIEGO DELLA VALLE AS A DIRECTOR FOR Management
A PERIOD OF 3 YEARS
O.9 ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management
A PERIOD OF 3 YEARS
O.10 ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management
PERIOD OF 3 YEARS
O.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN M ARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAX IMUM
NUMBER OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL
AMOUNT OF THE PURCHASES : EUR 4,900,000,000.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTH ORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSAC TIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASUR
ES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFER RED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIV ING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESO LUTIONS 14, 15, 16, 17, OR
18, SHALL COUNT AGAINST THIS AMOUNT; BY WAY OF
CAPI TALIZING ALL OR PART OF THE RESERVES, PROFITS
OR, PREMIUMS, PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THR OUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALUE OF THE EXISTING
S HARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN
NOT EXCEED THE AGGREGATE AMOUNT OF THE SUMS WHICH
CAN BE CAPITALIZED; THIS AMOUNT WILL BE ADDED
TO THE AMOUNT OF EUR 30,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTH
ORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PRE FERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCE SS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT O F THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, OR 18 SHALL COUNT
AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECE SSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, OR 18 SHALL COUNT AGAIN ST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECES
SARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISS UE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PRE FERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAX IMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEG ATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL IN CREASES RESULTING FROM THE
ISSUANCES SET FORTH IN RESOLUTIONS 13, 14, 15,
17 O R 18 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 M ONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AN D ACCOMPLISH ALL NECESSARY FORMALITIES
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF THE AUTHORITY GRANTED AT THE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVO R OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL ; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
R ESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, OR 18; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLO YEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SH ALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AG AINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16
OR 17; AUTHORITY IS GIVEN FOR A PERIOD OF 38
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting
NUMBERING. IF YOU HAVE ALRE ADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
MEGGITT PLC AGM Meeting Date: 05/12/2005
Issuer: G59640105 ISIN: GB0005758098
SEDOL: 0575809, 5607741
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL ACCOUNTS FOR THE Management For
FYE 31 DEC 2004 TOGETHER WITH TH E REPORTS OF
THE DIRECORS AND THE AUDITORS THEREON THE ANNUAL
REPORTS AND ACC OUNTS
2. APPROVE THE REMUNERATION REPORT CONTAINED IN Management For
THE ANNUAL REPORT AND ACCOUNTS
3. APPROVE THE RECOMMENDATION OF THE DIRECTORS AS Management For
TO A FINAL DIVIDEND FOR THE YE 31 DEC 2004 OF
4.80 PENCE FOR EACH ORDINARY SHARE IN THE COMPANY
AND, IF THOUG HT FIT, TO DECLARE A DIVIDEND ACCORDINGLY
4. RE-ELECT MR. D. A. ROBINS AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE
WITH ARTICLE 75 OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. T. TWIGGER AS A DIRECTOR OF THE Management For
COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH ARTICLE 75 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY TO HOLD O FFICE FROM
THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION
OF THE NEXT MEE TING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
7. AUTHORIZE THE DIRECTORS TO SET THE FEES PAID Management For
TO THE AUDITORS
8. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For
RELEVANT SECURITIES CONFERRE D ON THE BOARD BY
ARTICLE 4(B) OF THE COMPANY S ARTICLES OF ASSOCIATION,
THAT THE PERIOD ENDING ON THE DATE OF THE AGM
IN 2006 OR, IF EARLIER, ON THE DATE F IFTEEN
MONTHS AFTER THE PASSING OF THIS RESOLUTION SHALL
BE A PRESCRIBED PERIO D FOR THE PURPOSES OF ARTICLE
4 OF THE COMPANY S ARTICLES OF ASSOCIATION, AND
THAT FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL
BE GBP 7,161,350
S.9 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For
8, THE AUTHORITY AND POWER TO AL LOT EQUITY SECURITIES
CONFERRED ON THE BOARD BY ARTICLE 4(C) OF THE
COMPANY S ARTICLES OF ASSOCIATION BE AND IS HEREBY
RENEWED, THAT THE PERIOD ENDING ON TH E DATE
OF THE AGM IN 2006 OR, IF EARLIER, ON THE DATE
FIFTEEN MONTHS AFTER THE PASSING OF THIS RESOLUTION
SHALL BE A PRESCRIBED PERIOD FOR THE PURPOSES
OF A RTICLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION,
AND THAT FOR SUCH PERIOD TH E SECTION 80 AMOUNT
SHALL BE GBP 1,074,200
10. APPROVE, IN ACCORDANCE WITH ARTICLE 86 OF THE Management For
COMPANY S ARTICLES OF ASSOCIATIO N, THE MAXIMUM
AGGREGATE AMOUNT OF FEES THE COMPANY MAY PAY
TO THE DIRECTORS F OR THEIR SERVICES AS DIRECTORS
BE INCREASED TO GBP 350,000 PER ANNUM
11. AUTHORIZE THE BOARD: (A) TO EXERCISE THE POWER Management For
CONTAINED IN ARTICLE 129 OF THE COMPANY S ARTICLES
OF ASSOCIATION SO THAT, TO THE EXTENT DETERMINED
BY THE BO ARD, THE HOLDERS OF ORDINARY SHARES
IN THE COMPANY BE PERMITTED TO ELECT TO RE CEIVE
NEW ORDINARY SHARES IN THE COMPANY CREDITED AS
FULLY PAID INSTEAD OF CAS H IN RESPECT OF OR
PART OF ANY DIVIDEND WHETHER DECLARED OR PAYABLE
IN RESPECT OF ANY FINANCIAL PERIOD OF THE COMPANY
ENDING ON OR PRIOR TO 31 DEC 2009 AND (B) TO
DETERMINE THE BASIS OF ALLOTMENT OF NEW ORDINARY
SHARES IN THE COMPANY SO THAT, AS NEARLY AS MAY
BE CONSIDERED CONVENIENT WITHOUT INVOLVING ROUNDING
UP OF FRACTIONS, THE VALUE OF THE NEW ORDINARY
SHARES INCLUDING A FRACTITIONA L ENTITLEMENT
TO BE ALLOTTED CALCULATED BY REFERENCE TO
THE AVERAGE QUOTATI ON OR THE NOMINAL VALUE OF
THE NEW ORDINARY SHARES, IF GREATER EQUALS
DISREG ARDING AN ASSOCIATED TAX CREDIT THE AMOUNT
OF THE DIVIDEND WHICH WOULD OTHERW ISE HAVE BEEN
RECEIVED BY THE HOLDER OF ORDINARY SHARES THE
RELEVANT DIVIDEND FOR THIS PURPOSE THE AVERAGE
QUOTATION OF EACH OF THE NEW ORDINARY SHARES
IS THE AVERAGE OF THE CLOSING MIDDLE- MARKET
QUOTATIONS FOR A FULLY PAID ORDINAR Y SHARE DERIVED
FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK
EXCHANGE ON T HE BUSINESS DAY ON WHICH THE ORDINARY
SHARES ARE FIRST QUOTED EX THE RELEVAN T DIVIDEND
AND THE FOUR SUBSEQUENT BUSINESS DAYS
12. APPROVE THE MEGGITT EQUITY PARTICIPATION PLAN Management For
2005
13. APPROVE THE MEGGITT EXECUTIVE SHARE OPTION SCHEME Management For
2005
14. AUTHORIZE THE DIRECTORS TO ESTABLISH FUTURE SCHEMES Management For
FOR THE BENEFIT OF EMPLOYE ES OUTSIDE THE UNITED
KINGDOM BASED ON THE MEGGITT EQUITY PARTICIPATION
PLAN 2 005 AND THE MEGGITT EXECUTIVE SHARE OPTION
SCHEME 2005, MODIFIED TO THE EXTENT NECESSARY
OR DESIRABLE TO TAKE ACCOUNT OF NON-UNITED KINGDOM
TAX, SECURITIES AND EXCHANGE CONTROL LAWS AND
REGULATIONS, PROVIDED THAT SUCH SCHEMES MUST
OPE RATE WITHIN THE LIMITS ON INDIVIDUAL OR OVERALL
PARTICIPATION SUMMARIZED IN TH E APPENDIX TO
THIS NOTICE
* TRANSACT ANY OTHER ORDINARY BUSINESS OF AN AGM Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
RYANAIR HOLDINGS PLC EGM Meeting Date: 05/12/2005
Issuer: G7727C137 ISIN: IE0031117611
SEDOL: 3111761, 3113864, 7297162, B01ZL22
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE 2005 BOEING CONTRACT AS SPECIFIED; Management
AND AUTHORIZE THE DIRECTORS TO WAIVE, AMEND,
VARY OR EXTEND THE TERM OF THE 2005 BOEING CONTRACT
AND ANY AGRE EMENTS AND ARRANGEMENT ANCILLARY
TO IT AND TO DO ALL SUCH THINGS AS THEY CONSI
DER TO BE NECESSARY OR EXPEDIENT TO COMPLETE
OR GIVE EFFECT TO, OR OTHERWISE I N CONNECTION
WITH, THE 2005 BOEING CONTRACT AND ANY MATTERS
INCIDENTAL TO IT, PROVIDED THAT NO MATERIAL AMENDMENT
SHALL BE MADE TO THE TERMS OF THE 2005 BOE ING
CONTRACT
- -----------------------------------------------------------------------------------------------------------------------------
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
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE THAT THIS IS AN 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.
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SCHNEIDER ELECTRIC SA EGM Meeting Date: 05/12/2005
Issuer: F86921107 ISIN: FR0000121972 BLOCKING
SEDOL: 4834108, 5395875, 7165463
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* 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 12
MAY 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.
O.1 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 FO R THE YEAR 2004
O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS, AND A PPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID
FY
O.3 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 AG REEMENTS REFERRED TO THEREIN
O.4 APPROVE THE CREDIT UNAPPROPRIATED RETAINED EARNINGS Management
OF THE PRECOMPTE FOR THE D IVIDENDS FOR THE YEAR
2004 OF EUR 932,624.85; THE UNAPPROPRIATED RETAINED
EARN INGS THEN AMOUNTS TO EUR 170,171,884.77;
THE DISTRIBUTABLE PROFIT, GIVEN THE P ROFITS
FOR THE FISCAL YEAR OF EUR 558,767,442.39 AND
THE UNAPPROPRIATED RETAIN ED EARNINGS, AMOUNTING
TO EUR 728,939,327.16, IS ALLOCATED AS FOLLOWS:
DIVIDEN D: EUR 407,149,518.60 CARRY FORWARD ACCOUNT:
EUR 321,789,808.56 A DIVIDEND OF EUR 1.80 PER
SHARE OF EUR 8.00 WILL BE PAID. THE AMOUNT OF
THE UNPAID DIVIDEND WILL BE ALLOCATED TO THE
CARRY FORWARD ACCOUNT
O.5 APPOINT MR. M. SERGE WEINBERG AS A DIRECTOR FOR Management
A PERIOD OF 4 YEARS IN ORDER T O REPLACE MR.
M. HANS FRIDERICHS
O.6 APPROVE THE RESIGNATION OF THE CAISSE DES DEPOTS Management
ET CONSIGNATIONS AS THE DIREC TOR AND APPOINT
MR. M. JEROME GALLOT FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
HENRI LACHMANN AS A DIRECTOR FOR A PERIOD OF
3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
RENE BARBIER DE LA SERRE AS A DI RECTOR FOR A
PERIOD OF 4 YEARS
O.9 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 800,000.00 Management
TO THE MEMBERS OF THE BOA RD OF DIRECTORS
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANY S SHARES, AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 90.00; MINIMUM SALE
PRICE: E UR 50.00; MAXIMUM NUMBER OF SHARES THAT
MAY BE ACQUIRED: 10% OF THE NUMBER OF SHARES
COMPRISING THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTH S
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL BY A MAXIMUM NO MINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERENTIAL RIGHTS OF SUBSCRIPTION
MAINTAINED, ORDINARY SHARES AND ANY SECURI TIES
WHATSOEVER WITH A RIGHT TO THE CORPORATION S
EQUITY; AUTHORITY EXPIRES A T THE END OF 26
MONTHS ; THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 1,500,000,000.00;
AND AUTHORIZE THE BOARD OF DIRECTORS IN ORDER
TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSACTIONS AND AT ITS SOLE DISCR ETION BY WAY
OF CAPITALIZING RETAINED EARNINGS, INCOME OR
PREMIUMS, IN THE FOR M OF ALLOCATION OF FREE
SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING
S HARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management
THE SHARE CAPITAL BY A MAXIMUM N OMINAL AMOUNT
OF EUR 300,000,000.00, BY WAY OF ISSUING, WITH
WAIVER OF SHAREHO LDERS PREFERENTIAL RIGHT OF
SUBSCRIPTION, ORDINARY SHARES OR ANY SECURITIES
W HATSOEVER GIVING ACCESS TO THE SHARE CAPITAL;
AUTHORITY EXPIRES AT END OF 26 MONTHS ; THE
NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 1,50 0,000,000.00
E.13 APPROVE THAT THE ISSUANCE OF SHARE STIPULATED Management
IN RESOLUTION E.12 WILL BE USED IN CONSIDERATION
FOR CONTRIBUTIONS OF SHARES IN THE EVENT OF A
PUBLIC EXCHANGE OFFER AND AUTHORIZES, FOR A PERIOD
OF 26 MONTHS, THE BOARD OF DIRECTORS TO IN CREASE
THE SHARE CAPITAL, FOR AN AMOUNT WHICH SHALL
NOT EXCEED 10% OF THE SHAR E CAPITAL IN CONSIDERATION
OF CONTRIBUTIONS IN KIND COMPRISED OF EQUITY
SECURI TIES OR SECURITIES GIVING ACCESS TO THE
CAPITAL
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
S EMPLOYEES WH O ARE MEMBERS OF A COMPANY SAVINGS
PLAN; THE EMPLOYEES PREFERENTIAL RIGHT OF S UBSCRIPTION
IS SUPPRESSED; AUTHORITY EXPIRES AT THE END
OF 5 YEARS AND SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL; AND AUTHORIZE THE BOARD OF DIRECTORS
TO T AKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.15 APPROVE TO ALLOCATE FREE COMPANY S EXISTING SHARES Management
OR TO BE ISSUED TO THE COMP ANY S EMPLOYEES AND
OFFICERS, IT BEING PROVIDED THAT THEY SHALL NOT
EXCEED 2% AND 3% OF THE COMPANY S SHARE; THE
ISSUANCE OF NEW SHARES WILL BE CARRIED OUT BY
INCORPORATION OF RESERVES, INCOME, SHARE PREMIUMS;
AUTHORITY EXPIRES AT TH E END OF 38 MONTHS
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPL ETE, 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 SHAREOWNERS : PROXY CARDS: ADP
WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL
CUSTODIA NS THAT HAVE BECOME REGISTERED INTERMEDIARIES,
ON ADP VOTE DEADLINE DATE. IN C APACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY C ARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTI
ONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOU NT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WI LL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU
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STE DES AUTOROUTES DU SUD DE LA FRANCE, PARIS MIX Meeting Date: 05/12/2005
Issuer: F05334101 ISIN: FR0005512555 BLOCKING
SEDOL: 7327274, B02PRC3
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE 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 COMPLET E, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS:
O.1 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS AND APPROVE THE FINANCIAL STATEMENT
AND THE BALANCE SHEET FOR THE YEAR 2004, AND
GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORM
ANCE OF THEIR DUTIES DURING THE SAID FY
O.2 APPROVE THE RECOMMENDATION OF THE BOARD OF DIRECTORS Management
TO APPROPRIATE THE PROFIT S AMOUNTING TO EUR
294,453,621.53 AS FOLLOWS: DIVIDEND EUR 240,217,121.04
CONS EQUENTLY, THE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 1.04 PER SHARE, AND WILL
ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE;
THIS DIVIDEND WILL BE P AID ON 25 MAY 2005; APPROPRIATE
THE BALANCE OF EUR 54,236,500 TO THE RETAINED
EARNINGS ACCOUNT; FOLLOWING THIS APPROPRIATION
THE RETAINED EARNINGS ACCOUNT W HICH SHOWED A
BALANCE OF EUR 2,326,880,297.70 AS OF 31 DEC
2003 WILL SHOW A NE W BALANCE OF EUR 2,381,116,798.19
AS OF 10 MAR 2005 AS ACKNOWLEDGED BY THE OGM
, THE SHARE CAPITAL WAS COMPOSED OF 230,978,001
SHARES; IN THE EVENT THAT THE COMPANY HOLDS SOME
OF ITS OWN SHARES ON THE DATE THE DIVIDEND IS
PAID, THE AMO UNT OF THE UNPAID DIVIDEND ON SUCH
SHARES SHALL BE ALLOCATED TO THE RETAINED E ARNINGS
ACCOUNT
O.3 APPROVE THAT AS REQUIRED BY LAW IT IS RECALLED Management
THAT FOR THE LAST 3 FINANCIAL Y EARS THE DIVIDENDS
PAID, WERE AS FOLLOWS: THE FOR FY 2001, NO DIVIDEND
HAS BEE N PAID; FOR FY 2002: EUR 0.46 WITH A
TAX CREDIT OF EUR 0.23 FOR FY 2003 EUR 0. 69
WITH A TAX CREDIT OF EUR 0.345
O.4 APPROVE, PURSUANT TO ARTICLE 39 OF THE AMENDED Management
FINANCE LAW FOR 2004, TO TRANSF ER THE AMOUNT
OF EUR 1,493,267.09 POSTED TO THE SPECIAL RESERVE
OF LONG-TERM C APITAL GAINS TO THE OTHER RESERVES
ACCOUNT
O.5 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS, APPR OVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY; GRANT PERMANENT
DIS CHARGE TO THE DIRECTORS FOR THE PERFORMANCE
OF THEIR DUTIES DURING THE SAID FY
O.6 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 REPOR T AND THE AGREEMENTS REFERRED
TO THEREIN
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, IN ONE
OR MORE TRANSACTIONS, BY ACQUISITION OF BLOCKS
EITHER BY OPTION S OR BONDS, IF NECESSARY IN
PERIOD OF TAKEOVER BID OR EXCHANGE OF ITS OWN
SHAR ES AS PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 55.00, MINIMUM SALE PRICE:
EUR 25.00, MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES AT THE END OF 18
MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE UNUSED PORTION, THE DELE GATION SET FORTH
IN RESOLUTION NUMBER 6 AND GIVEN BY THE CGM OF
13 MAY 2004; A ND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH
ALL NECESSARY FORMALITIES
O.8 APPROVE TO CANCEL, FOR THE UNUSED FRACTION AND Management
THE REMAINING PERIOD, THE DELEG ATION SET FORTH
IN RESOLUTION NUMBER 7 AND GIVEN BY THE GENERAL
MEETING OF 29 APRIL 2003 REFERRING TO THE ISSUANCE
OF ORDINARY BONDS AND OTHER SIMILAR INSTR UMENTS
O.9 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 240,000.00 Management
TO THE DIRECTORS
O.10 RATIFY THE CO-OPTATION OF THE COMPANY VINCI AS Management
A DIRECTOR FOR A PERIOD OF 3 YE ARS
O.11 RATIFY THE CO-OPTATION OF MR. M HUBERT DU MENSIL Management
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.12 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.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPL OYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
AT THE END OF 38 MONTHS
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES AND FORMER
EMPLOYEES WHO A RE MEMBERS OF A COMPANY SAVINGS
PLAN WITH CANCELLATION OF SHAREHOLDERS PREFER
ENTIAL SUBSCRIPTION RIGHTS BY ISSUING NEW CASH
SHARES OR BY WAY OF CAPITALIZIN G RETAINED EARNINGS,
INCOME OR PREMIUMS AND FREE ALLOCATION OF SHARES
IN FAVOU R OF THE ABOVE MENTIONED EMPLOYEES AND
FORMER EMPLOYEES; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS AND FOR AN AMOUNT, WHICH SHALL
NOT EXCEED EUR 1,000,000 .00; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOM PLISH ALL NECESSARY FORMALITIES
E.15 AMEND ARTICLE 2 OF THE ARTICLES OF ASSOCIATION: Management
BUSINESS PURPOSE
E.16 AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION: Management
SHARE CAPITAL
E.17 AMEND ARTICLE 6 OF THE ARTICLES OF ASSOCIATION: Management
SHARE CAPITAL INCREASES
E.18 AMEND ARTICLE 9 OF THE ARTICLES OF ASSOCIATION: Management
FORM OF SHARES
E.19 AMEND ARTICLE 11 OF THE ARTICLES OF ASSOCIATION: Management
TRANSFER OF SHARES
E.20 AMEND ARTICLE 16 OF THE ARTICLES OF ASSOCIATION: Management
ORGANIZATION AND DELIBERATION S OF THE BOARD
OF DIRECTORS
E.21 AMEND ARTICLE 17 OF THE ARTICLES OF ASSOCIATION: Management
POWERS OF THE BOARD OF DIRECT ORS
E.22 AMEND ARTICLE 20 OF THE ARTICLES OF ASSOCIATION: Management
REGULATED AGREEMENTS
E.23 AMEND ARTICLE 24 OF THE ARTICLES OF ASSOCIATION: Management
DIFFERENT FORMS OF GENERAL ME ETINGS
E.24 AMEND ARTICLE 26 OF THE ARTICLES OF ASSOCIATION: Management
AGENDA OF THE GENERAL MEETING S
E.25 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
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SWIRE PACIFIC LTD AGM Meeting Date: 05/12/2005
Issuer: Y83310105 ISIN: HK0019000162
SEDOL: 5675607, 6867748, 6868633, B01DRW8
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. DECLARE FINAL DIVIDENDS Management For
2.1 RE-ELECT MR. M. CUBBON AS A DIRECTOR Management For
2.2 RE-ELECT MR. BARONESS DUNN AS A DIRECTOR Management Against
2.3 RE-ELECT MR. C. LEE AS A DIRECTOR Management For
2.4 ELECT MR. C.C. SZE AS A DIRECTOR Management For
2.5 ELECT MR. V.H.C. CHENG AS A DIRECTOR Management For
3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
4. GRANT A GENERAL MANDATE FOR SHARE REPURCHASE Management For
5. GRANT A GENERAL MANDATE TO ISSUE AND DISPOSE Management Against
OF ADDITIONAL SHARES IN THE COMPA NY
6. APPROVE TO ADD SHARES REPURCHASED TO THE GENERAL Management For
MANDATE TO ISSUE AND DISPOSE OF SHARES IN THE
COMPANY
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TITAN CEMENT CO OGM Meeting Date: 05/12/2005
Issuer: X90766126 ISIN: GRS074083007 BLOCKING
SEDOL: 4888280, 5453201, B01NXT7
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE BOARD OF DIRECTORS AND THE AUDITORS Management
REPORTS ON THE ANNUAL FINANCI AL STATEMENTS,
PARENT AND CONSOLIDATED, FOR THE FY 2004
2. APPROVE THE ANNUAL FINANCIAL STATEMENTS, PARENT Management
AND CONSOLIDATED, FOR THE FY 2 004 AND PROFITS
APPROPRIATION
3. GRANT DISCHARGE OF THE BOARD OF DIRECTORS MEMBERS Management
AND THE AUDITORS FROM ANY LI ABILITY FOR INDEMNITY
FOR THE FY 2004
4. APPROVE THE BOARD OF DIRECTORS REMUNERATION AND Management
EMOLUMENTS
5. ELECT THE AUDITORS, REGULAR AND SUBSTITUTE, FOR Management
THE COMPANIES FINANCIAL AUDIT FOR THE YEAR 2004
AND DETERMINE THEIR FEES
6. APPROVE TO PURCHASE THE COMPANY S OWN SHARES, Management
COMMON AND PREFERENTIAL, VIA ATH EX, ACCORDING
TO ARTICLE 16 PARAGRAPH 5 OF THE COD. LAW 2190/1920
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UNITED BUSINESS MEDIA PLC AGM Meeting Date: 05/12/2005
Issuer: G92272106 ISIN: GB0030224215
SEDOL: 3022421, B06MPM6, B06VGK8
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For
AND ACCOUNTS FOR THE YE 31 DEC 2 004
2. APPROVE THE DIRECTORS REMUNERATION REPORT Management Against
3. DECLARE A DIVIDEND Management For
4. ELECT MR. CHRISTOPHER HYMEN AS A DIRECTOR Management For
5. ELECT MR. SANDY LEITCH AS A DIRECTOR Management For
6. ELECT MR. DAVID LEVIN AS A DIRECTOR Management For
7. RE-ELECT MR. CHARLES GREGSON AS A DIRECTOR Management For
8. RE-ELECT MR. NIGEL WILSON AS A DIRECTOR Management For
9. RE-ELECT MR. JONATHAN NEWCOMB AS A DIRECTOR Management For
10. RE-ELECT MR. CHRIS POWELL AS A DIRECTOR Management Against
11. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
TO THE COMPANY AND AUTHORIZE THE DIRECTORS TO
DETERMINE THEIR REMUNERATION
S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5 THE ACT , TO
MAKE MARKET PURCHASES SECTION 163(3) OF THE
ACT OF UP TO 33, 629,556 ORDINARY SHARES OF
25 PENCE EACH IN THE CAPITAL OF THE COMPANY,
AT A M INIMUM PRICE OF 25 PENCE AND NOT MORE
THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATION
FOR SUCH SHARES DERIVED FROM THE DAILY OFFICIAL
LIST OF LONDON STOCK EXCHANGE, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
O F THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 12 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ANY Management For
EXISTING AUTHORITIES, TO MAKE M ARKET PURCHASES
SECTION 163(3) OF THE ACT OF B SHARES IN THE
CAPITAL OF THE COMPANY OF UP TO 5,446,789 ORDINARY
SHARES, AT A MINIMUM PRICE WHICH MAY BE PA ID
FOR EACH B SHARE IS THE NOMINAL AMOUNT OF A B
SHARE AND THE MAXIMUM PRICE I F 245 PENCE; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 12 AUG 2006 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CON TRACT
TO PURCHASE B ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PA RTLY AFTER SUCH EXPIRY
14. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
6 OF THE COMPANY S ARTICLE S OF ASSOCIATION,
TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM
NOMINAL AMOUNT OF GBP 28,024,630; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEX T AGM OF THE COMPANY OR 12 AUG 2006 ; AND
THAT ALL PREVIOUS AUTHORITIES UNDER SECTION 80
OF THE ACT SHALL HENCEFORTH CEASE TO HAVE EFFECT
S.15 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For
7 OF THE COMPANY S ARTICLE S OF ASSOCIATION,
TO ALLOT EQUITY SECURITIES FOR CASH AS IF SECTION
89(1) ACT DID NOT APPLY TO SUCH ALLOTMENT, TO
ALLOT EQUITY SECURITIES WITHIN SECTION 94( 3A)
OF THE ACT AS IF SECTION 89(1) OF THE AC NOT
APPLY TO SUCH ALLOTMENT, THAT FOR THE PURPOSES
OF PARAGRAPH (1)(B) OF ARTICLE 7 THE NOMINAL
AMOUNT TO WHICH THESE POWERS ARE LIMITED SHALL
BE GBP 4,203,694; AUTHORITY EXPIRES THE EARLI
ER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 12 AUG 2006
S.16 AMEND THE ARTICLES 35(2)(F) AND ARTICLE 42 OF Management For
THE ARTICLES OF ASSOCIATION OF T HE COMPANY
17. 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 OF PART XA OF THE ACT TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL
EXPENDITURE UP TO A SUM NO EXCEEDING GBP 50,000
IN AGGREGATE; A UTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006
- -----------------------------------------------------------------------------------------------------------------------------
VEOLIA ENVIRONNEMENT MIX Meeting Date: 05/12/2005
Issuer: F9686M107 ISIN: FR0000124141 BLOCKING
SEDOL: 4031879, 4104704, 7188761, B0335V1, B03XMB0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 12
MAY 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.
O.1 APPROVE THE BOARD OF DIRECTORS AND THE GENERAL Management
REPORT OF THE STATUTORY AUDITOR S, THE FINANCIAL
STATEMENTS FOR THE YEAR 2004 IN THE FORM PRESENTED
TO THE MEE TING
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE SAID FY IN THE FORM PRES ENTED TO THE
MEETING
O.3 APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES Management
OF EUR 2,171,129.00 ERAL DES IMPOTS
O.4 APPROVE TO TRANSFER THE AMOUNT OF EUR 200,000,000.00 Management
FROM THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS TO AN ORDINARY RESERVE ACCOUNT OTHER RESERVES
ACCO UNT BY 31 DEC 2005; FOLLOWING THIS TRANSFER,
THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS
THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS
WILL AMOUNT TO E UR 118,823,440.00; THE AMOUNT
OF EUR 4,987,500.00 CORRESPONDING TO THE SPECIAL
TAX WAS POSTED TO THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, THUS RAISING THIS ACCOUNT TO
EUR 461,037,241.00; THE AMOUNT OF THE SPECIAL
TAX SHALL BE CHA RGED IN 2005 TO THE ORDINARY
RESERVE ACCOUNT, THUS AMOUNTING TO EUR 195,012,50
0.00
O.5 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management
AND RESOLVES TO APPROPRI ATE THE DISTRIBUTABLE
PROFITS AS FOLLOWS: PROFITS FOR THE FY: EUR 525,658,051.
00 PRIOR RETAINED EARNINGS: EUR 461,037,241.00
DISTRIBUTABLE PROFITS: EUR 986, 695,292.00 TO
BE ALLOCATED AS FOLLOWS: LEGAL RESERVE: EUR 26,282,903.00
GLOBAL DIVIDEND: EUR 276,366,948.00 CARRY FORWARD
ACCOUNT: EUR 684,045,441.00 THE SH AREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.68 PER SHARE,
ELIGIBLE FOR THE 50% ALLOWANCE; THIS DIVIDEND
WILL BE PAID ON 27 MAY 2005
O.6 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE
FRENCH COMMERCIAL CODE
O.7 APPROVE TO RENEW BARBIER FRINAULT AND CIE, ERNST Management
AND YOUNG AS THE STATUTORY AU DITOR FOR A PERIOD
OF 6 YEARS
O.8 APPOINT THE FIRM AUDITEX AS THE DEPURY AUDITOR Management
FOR A PERIOD OF 6 YEARS
O.9 AUTHORIZES THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANY S SHARES ON THE STOC K MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 37.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE SHARES COMPRISING THE SHARE
CAPITAL; AND APPROVE TO DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY E XPIRES AT THE END OF 18 MONTHS
O.10 APPROVE TO CANCEL THE DELEGATION SET FORTH IN Management
RESOLUTION O.7 AND GIVEN BY THE CGM OF 12 MAY
2004 IN ORDER TO ISSUE BONDS
E.11 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO INCREASE IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM
NOMINA L AMOUNT OF EUR 1,000,000,000.00 WITH
THE ISSUE, WITH MAINTENANCE OF THE SHARE HOLDERS
PREFERENTIAL RIGHTS OF SUBSCRIPTION, OF SHARES
NOT INCLUDING PREFERE NCE SHARES AND SECURITIES
GIVING ACCESS TO THE COMPANY CAPITAL TO BE SUBSCRIB
ED EITHER IN CASH OR BY THE OFFSETTING OF DEBTS,
OR BY WAY OF CAPITALIZING RET AINED EARNINGS,
INCOME OR PROFITS; IT IS WORTH NOTING THAT THE
OVERALL NOMINAL MAXIMUM AMOUNT OF CAPITAL INCREASES
CARRIED OUT UNDER THIS DELEGATION OF AUTH ORITY
AND THE ONES OF RESOLUTIONS FROM E.12 TO E.17
IS SET AT EUR 2,700,000,00 0.00; THE GENERAL
MEETING DELEGATES ALL POWERS TO THE BOARD OF
DIRECTORS TO TA KE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.12 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management
DIRECTORS TO INCREASE IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM
NOMINA L AMOUNT OF EUR 1,000,000,000.00 WITH
THE ISSUE, WITH WAIVER OF THE SHAREHOLDE RS
PREFERENTIAL RIGHTS OF SUBSCRIPTION, OF SHARES
NOT INCLUDING PREFERENCE S HARES AND SECURITIES
GIVING ACCESS TO THE COMPANY CAPITAL TO BE SUBSCRIBED
EI THER IN CASH OR BY THE OFFSETTING OF DEBTS,
OR BY WAY OF CAPITALIZING RETAINED EARNINGS,
INCOME OR PROFITS; THESE SECURITIES CAN NOTABLY
BE ISSUED IN CONSID ERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER; IT CANCELS ALL EAR
LIER AUTHORIZATIONS TO THE SAME EFFECT; THE GENERAL
MEETING DELEGATES ALL POWE RS TO THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.13 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management
POWERS IN ORDER TO INCREASE THE SHARE CAPITAL,
IN ONE OR MORE TRANSACTIONS, BY A MAXIMUM NOMINAL
AMOUNT OF EU R 370,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, PREMIUMS OR ANY OT HER CAPITALIZABLE
ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE OF
BONUS SHARES O R THE RAISE OF THE PAR VALUE OF
THE EXISTING SHARES OR BY UTILIZING BOTH METHO
DS; IT CANCELS ALL EARLIER AUTHORIZATIONS TO
THE SAME EFFECT; THE GENERAL MEET ING DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASU RES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
26 MONTHS
O.14 APPROVE TO RESOLVE THAT, THE BOARD OF DIRECTORS Management
MAY DECIDE TO INCREASE THE NUM BER OF SECURITIES
TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE
WITH OR WITH OUT THE PREFERENTIAL RIGHTS OF SUBSCRIPTION
OF THE SHAREHOLDERS, WITHIN THE LI MIT OF 15%
OF THE INITIAL ISSUE; THE NOMINAL AMOUNT OF CAPITAL
INCREASES SET F ORTH IN THE PRESENT RESOLUTION
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION E.11 I.E. EUR 1,000,000,000.00;
AUTHORITY EXPIRES AT THE END O F 26 MONTHS
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
BY WAY OF ISSUING SHARES AND SECURITIES GIVING
ACCESS TO THE CA PITAL IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVING
PLAN AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
EUR 15,000,000.00; IT CANCELS F OR THE PORTION
UNUSED, ALL EARLIER DELEGATIONS TO THE SAME EFFECT;
AND TO PROC EED WITH ALLOCATIONS FREE SECURITIES
GIVING ACCESS TO THE CAPITAL OR TO BE ISS UED,
RESERVED FOR THE BENEFICIARIES ABOVE MENTIONED;
AUTHORIZE THE BOARD OF DI RECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIE S; AUTHORITY EXPIRES AT THE END OF
26 MONTHS
E.16 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND OFFICERS, OP TIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO
BE ISSUED THROUGH A SHARE CAPITAL INCREASE. OR
TO PURCHASE EXISTING SHARES PURCH ASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT FIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED 1% OF THE SHARE CAPITAL; IT
CA NCELS FOR THE PORTION UNUSED, ALL EARLIER
AUTHORIZATIONS TO THE SAME EFFECT; A UTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED NOT INCLUDING
PREFERENCE SHARES , IN FAVOUR OF THE COMPANY
AND ITS SUBSIDIARIES EMPLOYEES OR THE OFFICE
RS PROVIDED THAT THEY SHALL NOT REPRESENT MORE
THAN 0.5% OF THE SHARE CAPITAL; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLIS H ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 14 MONTHS
O.18 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
PURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; IT CANCELS FOR THE
PORTION UNUSED, ALL EARLIER AUTH ORIZATIONS TO
THE SAME EFFECT; APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT
IES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.19 APPROVE TO SET 1% OR A MULTIPLE OF THIS FRACTION Management
THE OBLIGATION OF DECLARATION OF EXCEEDING THE
THRESHOLD AND TO MAKE EASIER THE PROVISIONS REFERRING
TO THE IDENTIFICATION OF THE COMPANY S SHAREHOLDERS;
AND AMEND THE ARTICLE ASSOCIATI ON NUMBER 9
O.20 GRANT ALL POWERS TO BEARER OF A COPY OR AN EXTRACT Management
OF THE MINUTES OF THIS MEET ING IN ORDER TO ACCOMPLISH
ALL FORMALITIES, FILINGS AND REGISTRATIONS 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 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
- -----------------------------------------------------------------------------------------------------------------------------
WESTFIELD GROUP AGM Meeting Date: 05/12/2005
Issuer: Q97062105 ISIN: AU000000WDC7
SEDOL: B01BTX7, B020GC1, B037L04
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY S FINANCIAL STATEMENTS AND Non-Voting Non-Vote Proposal
THE REPORTS FOR THE SHORTENED F YE 31 DEC 2004
2. APPROVE THE COMPANY S REMUNERATION REPORT FOR Management For
THE SHORTENED FYE 31 DEC 2004
3. RE-ELECT MR. FREDERICK G. HILMER AO AS A DIRECTOR Management Against
OF THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
4. RE-ELECT MR. DEAN R. WILLS AO AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
5. RE-ELECT MR. DAVID H. LOWY AM AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
6. RE-ELECT MR. FRANK P. LOWY AC AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
S.7 AMEND THE CONSTITUTION OF WESTFIELD AMERICA TRUST Management For
IN ACCORDANCE WITH THE PROVI SIONS OF THE SUPPLEMENTAL
DEED POLL - WESTFIELD AMERICA TRUST SUPPLEMENTAL
DE ED POLL AS SPECIFIED AND AUTHORIZE THE WESTFIELD
AMERICA MANAGEMENT LIMITED T O EXECUTE THE SUPPLEMENTAL
DEED POLL AND LODGE IT WITH THE AUSTRALIAN SECURITI
ES AND INVESTMENTS COMMISSION
S.8 AMEND THE CONSTITUTION OF WESTFIELD TRUST IN Management For
ACCORDANCE WITH THE PROVISIONS OF THE SUPPLEMENTAL
DEED POLL - WESTFIELD TRUST SUPPLEMENTAL DEED
POLL AS SPEC IFIED AND AUTHORIZE THE WESTFIELD
MANAGEMENT LIMITED TO EXECUTE THE SUPPLEMENT
AL DEED POLL AND LODGE IT WITH THE AUSTRALIAN
SECURITIES AND INVESTMENTS COMMI SSION
- -----------------------------------------------------------------------------------------------------------------------------
WIENERBERGER AG AGM Meeting Date: 05/12/2005
Issuer: A95384110 ISIN: AT0000831706 BLOCKING
SEDOL: 5699373, 5699384, B02Q812
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE APPROVE THE ANNUAL FINANCIAL STATEMENTS Management
FOR THE FY 2004 AND THE SU MMARIZED CONSOLIDATED
BUSINESS REVIEW AND BUSINESS REVIEW AS WELL AS
THE REVIE W BY THE SUPERVISORY BOARD AND ALSO
REVIEW OF MANAGEMENT SHARE WARRANT PLAN
2. APPROVE THE APPROPRIATION OF NET PROFITS Management
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management
THE SUPERVISORY BOARD Y BOARD IN 2004
4. ELECT THE AUDITORS Management
5. ELECT THE SUPERVISORY BOARD Management
6. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE OWN Management
SHARES ACCORDING TO PARAGRAPH 65.1 LINE 8 OF
THE STOCK CORPORATION LAW TO THE HIGHEST LIMIT
PERMITTED BY THE LAW AS WELL AS APPROPRIATION
OF SHARES WHICH HAVE BEEN BOUGHT BACK WITHOUT
TH E NEED FOR FURTHER RESOLUTIONS BY THE AGM
FOR EITHER WITHDRAWAL OR RE-SALE OR THE IMPLEMENTATION
OF A MANAGER PARTICIPATION SCHEME AND ALSO TO
REALIZE OWN S HARES IN A DIFFERENT FASHION THAN
VIA THE STOCK EXCHANGE OR VIA PUBLIC OFFER; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
- -----------------------------------------------------------------------------------------------------------------------------
BAE SYSTEMS PLC EGM Meeting Date: 05/13/2005
Issuer: G06940103 ISIN: GB0002634946
SEDOL: 0263494, 2100425, 5473759, B02S669
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT THE PROPOSED ACQUISITION OF UNITED Management
DEFENSE INDUSTRIES, INC, PURSU ANT TO THE MERGER
AGREEMENT AS DEFINED IN THE CIRCULAR TO SHAREHOLDERS
OF THE COMPANY DATED 27 APR 2005 THE CIRCULAR
AND THE ASSOCIATED AND ANCILLARY AR RANGEMENTS
CONTEMPLATED BY THE MERGER AGREEMENT AND FOR
DESCRIBED IN THE CIRCU LAR BE APPROVED AND AUTHORIZE
THE DIRECTORS OF THE COMPANY OR ANY DULY AUTHOR
IZED COMMITTEE THEREOF TO TAKE ALL SUCH STEPS
AS MAY BE NECESSARY OR APPROPRI ATE IN RELATION
THERETO AND TO IMPLEMENT THE SAME WITH SUCH MODIFICATIONS,
VAR IATIONS, REVISIONS, WAIVERS OR AMENDMENTS
NOT BEING MODIFICATIONS, VARIATIONS , REVISIONS,
WAIVERS OR AMENDMENTS WHICH ARE OF A MATERIAL
NATURE AS THE DIRE CTORS OR ANY SUCH COMMITTEE
MAY DEEM NECESSARY, EXPEDIENT OR APPROPRIATE
2. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management
TO ARTICLE 104(B) (1), AT ANY TIME AND FROM TIME
TO TIME TO PROCURE OR PERMIT THE AGGREGATE AMOUNT
FOR THE TIME BEING REMAINING OUTSTANDING OF ALL
MONEY BORROWED BY THE GROUP AS DEFINE D IN ARTICLE
104(B) (1)) AND FOR THE TIME BEING OWING, SUBJECT
AS PROVIDED IN ARTICLE 104, TO PERSONS OTHER
THAN THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARI
ES TO EXCEED THE LIMIT SET OUT IN THAT ARTICLE
PROVIDED THAT SUCH AGGREGATE AM OUNT OUTSTANDING
AND OWING SHALL NOT EXCEED ONE AND A HALF TIMES
THE ADJUSTED CAPITAL AND TOTAL RESERVES AS DEFINED
IN PARAGRAPH (II) OF THIS RESOLUTION ; II) IN
THIS RESOLUTION: (A) ADJUSTED CAPITAL AND TOTAL
RESERVES MEANS AT ANY M ATERIAL TIME A SUM EQUAL
TO THE AGGREGATE OF: I) THE ADJUSTED CAPITAL
ARID RES ERVES AS DEFINED IN ARTICLE 104(B)(2
; II) THE SUMS IF ANY DEDUCTED IN THE CALCULATION
THEREOF PURSUANT TO ARTICLES 104(B)(2)(VII);
AND PROVIDED THAT AR TICLE 104(B)(2) SHALL BE
CONSTRUED AS IF IT CONTAINED THE FOLLOWING ADDITIONAL
PROVISION AFTER ARTICLE 104(B)(2)(VII): VIII)
EXCLUDING POST-EMPLOYMENT ASSE TS AND LIABILITIES
AS CALCULATED IN ACCORDANCE WITH INTERNATIONAL
ACCOUNTING S TANDARD IAS 19 - EMPLOYEE BENEFITS,
AS FROM TIME TO TIME AMENDED, AND ANY ST ANDARDS,
PRINCIPLES, PRACTICES OR RULES THAT MAY FROM
TIME TO TIME, DIRECTLY O R INDIRECTLY, SUPPLEMENT
OR REPLACE THIS STANDARD OR ANY PART OF IT, AND
IX) E XCLUDING AMOUNTS RECOGNIZED IN ACCORDANCE
WITH IAS 32 - FINANCIAL INSTRUMENTS: DISCLOSURE
AND PRESENTATION IAS 32 AND IAS 39 - FINANCIAL
INSTRUMENTS: RECO GNITION AND MEASUREMENT IAS
39 AS FROM TIME TO TIME AMENDED, AND ANY STANDA
RDS, PRINCIPLES, PRACTICES OR RULES THAT MAY
FROM TIME TO TIME, DIRECTLY OR IN DIRECTLY, SUPPLEMENT
OR REPLACE ANY OF THESE STANDARDS OR ANY PART
OF THEM AN D INCLUDING THE RELEVANT AMOUNTS
THAT WOULD HAVE BEEN RECOGNIZED HAD THE ACCOU
NTS BEEN PREPARED IN ACCORDANCE WITH THE RELEVANT
ACCOUNTING STANDARDS APPLICA BLE TO THE COMPANY
S ACCOUNTS FOR THE YEAR ENDED 31 DEC 2004 UNDER
UNITED KING DOM GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN SO FAR AS THEY RELATE TO THE M
ATTERS DEALT WITH BY IAS 32 AND IAS 39 AS SO
AMENDED, SUPPLEMENTED OR REPLACE D FROM TIME
TO TIME ; B) REFERENCES TO ARTICLES ARE TO ARTICLES
OF THE ARTICLE S OF ASSOCIATION OF THE COMPANY;
AND (III) THIS RESOLUTION SHALL BE CONSTRUED
AS IF IT FORMED PART OF ARTICLE 104 OF THE ARTICLES
- -----------------------------------------------------------------------------------------------------------------------------
CIE GENERALE D'OPTIQUE ESSILOR INTERNATIONAL SA MIX Meeting Date: 05/13/2005
Issuer: F31668100 ISIN: FR0000121667 BLOCKING
SEDOL: 4303761, 4324375, 7212477, B05L1P9, B05ML74, B06GDS0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 04 MAY 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 13
MAY 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.
O.1 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management
DIRECTORS, THE REPORT OF THE CHA IRMAN OF THE
BOARD OF DIRECTORS AND THE GENERAL REPORT OF
THE STATUTORY AUDITO RS; APPROVE THE FINANCIAL
STATEMENTS SHOWING A PROFIT OF EUR 163,638,162.10
AND THE BALANCE SHEET FOR THE YE 31 DEC 2004;
AND GRANT DISCHARGE TO THE DIREC TORS FOR THE
PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
O.2 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management
THE DIRECTORS GROUP AND THE STA TUTORY AUDITORS;
APPROVE THE CONSOLIDATED FINANCIAL STATEMENT
SHOWING A PROFI T OF EUR 227,107,000.00 FOR
THE FYE 31 DEC 2004; AND GRANT DISCHARGE TO THE
D IRECTORS FOR THE PERFORMANCE OF THEIR DUTIES
DURING THE SAID FY
O.3 APPROVE, WITH REFERENCE TO ARTICLE 39 OF THE Management
AMENDED FINANCIAL LAW OF 30 DEC 2 004, THAT AN
AMOUNT OF EUR 844,934.56 CHARGED TO THE SPECIAL
RESERVE OF LONG-T ERM CAPITAL GAINS ACCOUNT WILL
BE TRANSFERRED TO AN ORDINARY RESERVE ACCOUNT;
AND TO APPROPRIATE THE PROFITS AS FOLLOWS: NET
EARNINGS: EUR 163,638,162.10 PR IOR RETAINED
EARNINGS: EUR 6,785,707.81, ALLOCATION TO THE
LEGAL RESERVE: EUR -19,963.13, DISTRIBUTABLE
EARNINGS: EUR 170,403,906.79, TO THE STATUTORY
DIVID END: EUR 2,169,520.14, ADDITIONAL DIVIDEND:
EUR 75,295,528.06, OTHER RESERVES: EUR 88,000,000.00,
CARRY FORWARD ACCOUNT: EUR 4,938,858.59; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.76 PER ORDINARY SHARE OF A NOMINAL AMOUN T
OF EUR 0.35 , ELIGIBLE FOR THE 50% ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 18 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, APPROVE THE REPORT AND
THE AGREEMENTS R EFERRED TO THEREIN
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management
ALFROID AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ALAIN Management
ASPECT AS A DIRECTOR FOR A PE RIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-PIERRE Management
MARTIN AS A DIRECTOR FO R A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management
ROY AS A DIRECTOR FOR A PE RIOD OF 3 YEARS
O.9 APPOINT MRS. DOMINIQUE REINICHE AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
O.10 APPOINT MR. MICHEL ROSE AS A DIRECTOR FOR PERIOD Management
OF 3 YEARS
O.11 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 225,000.00 Management
TO THE BOARD OF DIRECTORS
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 75.00 MIN IMUM SALE PRICE: EUR 35.00 MAXIMUM
NUMBER OF SHARES THAT MAY BE ACQUIRED: 10 % OF
THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL;
AUTHORITY EXPIRES AT T HE END OF 18 MONTHS ;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NE CESSARY FORMALITIES AND IN PARTICULAR,
THOSE WITH THE FINANCIAL MARKET AUTHORI TY
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
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL; AUTHORITY EXPIRE AT THE END
OF 24 MONTHS ; AND TO TAKE AL L NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management
1 OR MORE TRANSACTIONS, TO THE C OMPANY S EMPLOYEES
AND THE OFFICERS, OPTIONS GIVING THE RIGHT TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE
ISSUED THROUGH A SHARE CAPITAL INCREASE, IT B
EING PROVIDED THAT THE OPTIONS SHALL NOT GIVE
RIGHTS TO A TOTAL NUMBER OF SHAR ES EXCEEDING
3% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT
THE END OF 38 MONT HS ; THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
T HE SAME EFFECT CANCELS THE AUTHORIZATION GIVEN
16 MAY 2003; AND TO TAKE ALL NE CESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF ESSILOR INTERNATIONAL
S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN
FAVOUR O F THE EMPLOYEE AND THE OFFICERS, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE T HAN 1% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 38 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.17 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management
THE SPECIAL REPORT OF THE STATUT ORY AUDITORS,
APPROVE, AS A CONSEQUENCE OF THE ADOPTION OF
RESOLUTIONS E.15 AN D O.16, THAT THE TOTAL NUMBER
OF SHARES TO BE SUBSCRIBED BY THE EXERCISE OF
OP TIONS GRANTING THE RIGHT TO SUBSCRIBE FOR
SHARES AND, OR WHICH CAN BE FREELY A LLOCATED,
SHALL NOT EXCEED 3% OF THE SHARE CAPITAL
O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management
IN FRANCE OR ABROAD, THE SHARE C APITAL PROVIDED
THAT IT SHALL NOT EXCEED EUR 25,000,000.00, BY
WAY OF ISSUING SECURITIES, GIVING ACCESS IMMEDIATELY
OR NOT TO THE SHARE CAPITAL, WITH MAINTE NANCE
OF THE SHAREHOLDERS SUBSCRIPTION RIGHT THE NOMINAL
VALUE OF DEBT SECURIT IES ISSUED SHALL NOT EXCEED
EUR 800,000,000.00; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS ; IT SUPERSEDES ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFEC T AND REPLACES
THE ONES GIVEN BY THE MEETING OF 16 MAY 2003;
AND TO TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management
IN FRANCE OR ABROAD, THE SHARE C APITAL PROVIDED
THAT IT SHALL NOT EXCEED EUR 7,000,000.00, BY
WAY OF ISSUING S ECURITIES, GIVING ACCESS IMMEDIATELY
OR NOT TO THE SHARE CAPITAL, WITH WAIVER OF THE
SHAREHOLDERS SUBSCRIPTION RIGHT, AND WITH THE
POSSIBILITY OF A PERIOD O F PRIORITY, THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED
EUR 8 00,000,000.00; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS ; IT SUPERSEDES ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT AND REPLACES
THE ONES GIVEN BY THE MEETING OF 16 MAY 2003;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE NUMBER OF SECURITIES TO BE IS SUED IN THE
EVENT OF A CAPITAL INCREASE, WITHIN THE LIMIT
OF 15% OF THE INITIA L ISSUANCE; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 300 ,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNING INCOME OR PREMIUMS, TO BE CARRIED
OUT THROUGH THE ISSUE OF BONUS SHARES OR THE
RAISE OF VALUE OF THE EX ISTING SHARES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; IT SUPERSEDES
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
AND REPLACES THE ONES GIVEN BY THE MEETING OF
16 MAY 2003; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.22 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVING
PLAN, AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; IT SUPE RSEDES ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND
REPLACES THE ONE S GIVEN MEETING OF 03 MAY 2001;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPL
ISH ALL NECESSARY FORMALITIES
O.23 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF MEETI NG IN ORDER TO
ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBE D BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE 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 COMPLET E, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAP ACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CAR D AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CU STODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE IN STRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTION
S SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY P OSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO A DP 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 TH E GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION A ND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE P ERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
- -----------------------------------------------------------------------------------------------------------------------------
EMPORIKI BANK OF GREECE SA AGM Meeting Date: 05/13/2005
Issuer: X14744100 ISIN: GRS006013007 BLOCKING
SEDOL: 4212823, 5518188
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SHARE CAPITAL DECREASE BY CHANGING Management
THE NOMINAL VALUE OF THE BANKS SHARE FOR DEPRECIATION
OF LOSSES, EQUAL SHARE CAPITAL INCREASE BY CHANGING
THE NOMINAL VALUE OF THE BANKS SHARE DUE TO THE
CAPITALIZATION OF RESERVES AND SH ARE CAPITAL
INCREASE DUE TO FURTHER CAPITALIZATION OF RESERVES
AND SHARE CAPIT AL INCREASE DUE TO FURTHER CAPITALIZATION
OF RESERVES, ISSUANCE AND DISTRIBUTI ON OF NEW
SHARES, IRREVOCABLE MANDATE AND AUTHORIZE THE
BOARD OF DIRECTORS IN ORDER TO SETTLE FRACTIONAL
RIGHTS, IF ANY
2. AMEND THE ARTICLE 5 OF THE COMPANY S ARTICLES Management
OF ASSOCIATION AND APPROVE THE C ODIFICATION
OF IT
3. MISCELLANEOUS ANNOUNCEMENTS Other
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
IMI PLC AGM Meeting Date: 05/13/2005
Issuer: G47152106 ISIN: GB0004579636
SEDOL: 0457963, 5664359
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
AUDITED ACCOUNT FOR THE YE 31 DEC 2004
2. APPROVE AND ADOPT THE REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND AT THE RATE OF 10.2P Management For
PER SHARE ON THE ORDINARY SHARE CAPITAL OF THE
COMPANY FOR THE YE 31 DEC 2004 PAYABLE 27 MAY
2005 TO THE SHARE HOLDERS ON THE REGISTER AT
THE CLOSE OF BUSINESS ON 15 APR 2005
4. RE-ELECT MR. J. LAMB AS A DIRECTOR OF THE COMPANY Management For
5. RE-ELECT MR. L. BROWN AS A DIRECTOR OF THE COMPANY Management For
6. RE-ELECT MR. K.S. BEESTON AS A DIRECTOR OF THE Management For
COMPANY
7. RE-APPOINT KPMG AUDIT PLC AS THE COMPANY S AUDITORS Management For
UNTIL THE CONCLUSION OF TH E AGM OF THE COMPANY
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For
S REMUNERATION
9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH Management For
ARTICLE 6 OF THE COMPANY S ARTICL ES OF ASSOCIATION
AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES
ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION
80(2) UP TO AN AGGREGATE NOMINAL AMOUN T OF
GBP 29,600,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF T HE COMPANY OR 13 AUG 2006
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AF TER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MA DE PRIOR TO
SUCH EXPIRY
10. APPROVE AND ADOPT THE IMI PLC DEFERRED BONUS Management For
PLAN THE DBP ; AUTHORIZE THE DI RECTORS TO
DO ALL ACTS AND THINGS WHICH THEY CONSIDER NECESSARY
OR DESIRABLE T O IMPLEMENT THE DBP AND TO MAKE
SUCH CHANGES AS THEY MET CONSIDER APPROPRIATE
FOR THAT PURPOSE; AND AUTHORIZE THE DIRECTORS
TO ESTABLISH FURTHER PLANS BASED ON THE DBP BUT
MODIFIED TO TAKE TO ACCOUNT OF LOCAL TAXES, EXCHANGE
CONTROL O R SECURITY LAWS IN OVERSEAS TERRITORIES,
PROVIDED THAT ANY SHARES MADE AVAILAB LE UNDER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDI VIDUAL OR OVERALL PARTICIPATION
IN THE DBP
11. APPROVE AND ADOPT THE IMI PLC 2005 LONG-TERM Management For
INCENTIVE PLAN THE LTIP ; AUTHO RIZE THE DIRECTORS
TO DO ALL ACTS AND THINGS WHICH THEY CONSIDER
NECESSARY OR DESIRABLE TO IMPLEMENT THE LTIP
AND TO MAKE SUCH CHANGES AS THEY MET CONSIDER
APPROPRIATE FOR THAT PURPOSE; AND AUTHORIZE THE
DIRECTORS TO ESTABLISH FURTHER PLANS BASED ON
THE LTIP BUT MODIFIED TO TAKE TO ACCOUNT OF LOCAL
TAXES, EXCHA NGE CONTROL OR SECURITY LAWS IN
OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES
MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED
AS COUNTING AGAINST ANY L IMITS ON INDIVIDUAL
OR OVERALL PARTICIPATION IN THE LTIP
A. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF PREVIOUS Management For
AUTHORITIES UNDER SECTION 95 OF THE COMPANIES
ACT 1985 AND IN ACCORDANCE WITH ARTICLE 7 OF
THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT
EQUITY SECURITIES FOR CASH, PROVIDED THAT THE
ABOVE AUTHORITY OTHER THAN IN CONNECTION WITH
ARTICLE 7(A)(I) OF THE COMP ANY S ARTICLES OF
ASSOCIATION SHALL BE LIMITED TO THE ALLOTMENT
OF EQUITY SHA RES HAVING A NOMINAL AMOUNT OF
GBP 4,400,000; AUTHORITY EXPIRES AT THE CONCLU
SION OF THE NEXT AGM OF THE COMPANY IN 2006 OR
13 AUG 2006
B. AUTHORIZE THE COMPANY, PURSUANT TO THE ARTICLE Management For
12 OF THE COMPANY S ARTICLES OF ASSOCIATION,
TO MAKE MARKET PURCHASES SECTION 163(3) OF
35,500,000 ORDINARY SHARES OF 25P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF
25P A ND 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 BUSINE SS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF T HE COMPANY OR 13 NOV 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRAC T TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY A FTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
LAFARGE SA MIX Meeting Date: 05/13/2005
Issuer: F54432111 ISIN: FR0000120537 BLOCKING
SEDOL: 0500481, 4502706, 4502870, 4503118, 4516547, 4538961, 7164642, B030CQ6,
- -----------------------------------------------------------------------------------------------------------------------------
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
25 MAY 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.
* 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
THE CHAIRMAN S REPORT ON INTERN AL CONTROL PROCEDURES
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APP ROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING, SHOWING A PROFIT OF
EUR 322,037,827.83
O.2 RECEIVE THE GROUP MANAGEMENT REPORT OF THE BOARD Management
OF DIRECTORS, THE CHAIRMAN S REPORT ON INTERNAL
CONTROL PROCEDURES AND THE REPORT OF THE STATUTORY
AUDITORS AND APPROVE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FY, IN THE FORM PR ESENTED TO THE
MEETING, SHOWING CONSOLIDATED NET INCOME OF EUR
868,000,000.00
O.3 ACKNOWLEDGE THE CREDIT UNAPPROPRIATED RETAINED Management
EARNINGS OF:(-) THE DIVIDENDS P AID ON SELF-HELD
SHARES, I.E. EUR 10,922.70;(-) THE INCREASE OF
EUR 220,619.22 OF THE UNPAID DIVIDEND ON REGISTERED
SHARES TRANSFERRED TO A BEARER SHAREHOLD ER ACCOUNT
BETWEEN 01 JAN 2004 AND 01 JUN 2004 AND AUTHORIZE
THE BOARD OF DIRE CTORS TO TRANSFER: (-) AN AMOUNT
OF EUR 89,857,868.57 CHARGED TO THE SPECIAL R
ESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT TO
THE OTHER RESERVES ACCOUNT, - THE OUTSTANDING
TAX OF EUR 2,356,150.00 FROM THE OTHER RESERVES
ACCOUNT TO THE RE TAINED EARNINGS ACCOUNT, FROM
WHICH THE TAX WAS DEDUCTED ON 31 DEC 2004; PRIOR
RETAINED EARNINGS BEFORE THE APPROPRIATION OF
THE EARNINGS FOR FY 2004: EUR 2 15,922,150.70;
LEGAL RESERVE: EUR 1,480,506.00; EARNINGS: EUR
322,037,827.83; DISTRIBUTABLE PROFITS: EUR 537,959,978.53;
AND APPROVE RECOMMENDATIONS OF THE BOARD OF DIRECTORS
REFERRING TO ITS APPROPRIATION; THE SHAREHOLDERS
WILL RECEI VE A NET NORMAL DIVIDEND OF EUR 2.40
PER SHARE AND A LOYALTY DIVIDEND OF EUR 2 .64
PER SHARE, FULLY ELIGIBLE FOR THE 50% ALLOWANCE
AS REQUIRED BY LAW, THE DI VIDEND PAYMENT WILL
BE CARRIED OUT IN CASH OR IN SHARES AS PER THE
FOLLOWING C ONDITIONS: REINVESTMENT PERIOD WILL
BE EFFECTIVE FROM 01 JUN 2005 TO 22 JUN 20 05;
AT THE CLOSE OF THE SUBSCRIPTION PERIOD, THE
SHAREHOLDERS WILL RECEIVE THE DIVIDEND PAYMENT
IN CASH, 01 JUL 20005; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
SAID REPORT AND TH E AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE TO RENEW MRS. HELENE PLOIX AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.6 APPROVE TO RENEW MR. MICHEL BON AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW MR. BERTRAND COLLOMB AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW MR. JUAN GALLARDO AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW MR. ALAIN JOLY AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. JEAN-PIERRE BOISIVON AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. PHILIPPE CHARRIER AS A DIRECTOR FOR Management
A PERIOD OF 4 YEARS
O.12 APPOINT MR. OSCAR FANJUL AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.13 APPOINT MR. BRUNO LAFONT AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO BUY THE COMPANY Management
S SHARES, AS PER THE FOLLO WING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 120.00, MAXIMUM NUMBER OF
SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 18
MONTHS AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES TO PURCHASE
OR TO SELL BY THE COMPANY ITS OWN SHARES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000,000.00,
WITH TH E ISSUE OF BONDS OR SIMILAR INSTRUMENTS,
FIXED TERM OR UNFIXED TERM SUBORDINAT ED SECURITIES,
OR ANY OTHER SECURITIES GIVING IN A SAME ISSUE
A SAME RIGHT OF DEBT UPON THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY THE CANCELLATI ON OF THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH THE STOCK
PURCHASE 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 26 MONTHS AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 200,000, 000.00 WITH THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED,
BY WAY OF ISSUING ORDINARY SHARES AND OF ANY
SECURITIES GIVING ACCESS BY ALL MEAN S TO THE
COMPANY S ORDINARY SHARES; IN CASE OF THE ISSUE
OF BONDS OR SIMILAR I NSTRUMENTS ISSUED ACCORDING
THE PRESENT DELEGATION, THE NOMINAL MAXIMUM AMOUNT
OF THESE ISSUES WILL NOT EXCEED EUR 5,000,000,000.00,
THIS AMOUNT IS COMMON T O THE DEBT INSTRUMENTS
NOT GIVING ACCESS TO THE CAPITAL, THE ISSUE OF
WHICH IS AUTHORIZED IN ACCORDANCE WITH RESOLUTION
O.15; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 135,000, 000.00 WITH A WAIVER OF THE SHAREHOLDERS
PRE-EMPTIVE RIGHTS, BY WAY OF ISSUIN G ORDINARY
SHARES AND OF ANY SECURITIES GIVING ACCESS BY
ALL MEANS TO THE COMP ANY S ORDINARY SHARES IN
CASE OF THE ISSUE OF BONDS OR SIMILAR INSTRUMENTS
ISS UED; ACCORDING THE PRESENT DELEGATION, THE
NOMINAL MAXIMUM AMOUNT OF THESE ISS UES WILL
NOT EXCEED EUR 5,000,000,000.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
O.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, WITHIN THE LIM IT OF EUR 68,000,000.00,
IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND
GRANTE D TO THE COMPANY AND COMPRISED OF EQUITY
SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL;
THIS AMOUNT COUNTS AGAINST THE VALUE OF EUR 135,000,000.00
SET FORTH IN RESOLUTION O.18; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 100,000,000.00,
BY WAY OF CAP ITALIZING RETAINED EARNINGS, INCOME,
PREMIUMS, TO BE CARRIED OUT THROUGH THE I SSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES OR B Y UTILIZING THESE
2 METHODS; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT OPTIONS Management
IN ONE MORE TRANSACTIONS TO EMPLOYEES, OFFICERS
OR TO CERTAIN OF THEM, OPTIONS GIVING RIGHT EITHER
TO SUBS CRIBE FOR NEW SHARES IN THE COMPANY TO
BE ISSUED THROUGH A SHARE CAPITAL INCRE ASE WITHIN
THE LIMIT OF 3% OF THE SHARE CAPITAL OR TO PURCHASE
EXISTING SHARES PURCHASED BY THE COMPANY; THIS
CEILING IS COMMON TO RESOLUTIONS NUMBERS E.21
AND O.22; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
O.22 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management
PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY
S EXISTING ORDINARY SHARE OR TO BE ISSUED, IN
FAVOR OF THE E MPLOYEES OR THE OFFICERS, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.23 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOR OF THE COMPANY
S EMPLOYEES AND FO RMER EMPLOYEES WHO ARE MEMBERS
OF A COMPANY S SAVING PLAN; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS AND FOR AN AMOUNT, WHICH
SHALL NOT EXCEED EUR 14,000, 000,000.00 AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FOR MALITIES
O.24 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
- -----------------------------------------------------------------------------------------------------------------------------
LAFARGE SA MIX Meeting Date: 05/13/2005
Issuer: F54432111 ISIN: FR0000120537
SEDOL: 0500481, 4502706, 4502870, 4503118, 4516547, 4538961, 7164642, B030CQ6,
- -----------------------------------------------------------------------------------------------------------------------------
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
25 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK 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
* PLEASE NOTE THAT BLOCKING CONDTIONS HAS BEEN Non-Voting
DISABLED FOR THIS MEETING. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, Management
THE CHAIRMAN S REPORT ON INTERN AL CONTROL PROCEDURES
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APP ROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING, SHOWING A PROFIT OF
EUR 322,037,827.83
O.2 RECEIVE THE GROUP MANAGEMENT REPORT OF THE BOARD Management
OF DIRECTORS, THE CHAIRMAN S REPORT ON INTERNAL
CONTROL PROCEDURES AND THE REPORT OF THE STATUTORY
AUDITORS AND APPROVE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FY, IN THE FORM PR ESENTED TO THE
MEETING, SHOWING CONSOLIDATED NET INCOME OF EUR
868,000,000.00
O.3 ACKNOWLEDGE THE CREDIT UNAPPROPRIATED RETAINED Management
EARNINGS OF:(-) THE DIVIDENDS P AID ON SELF-HELD
SHARES, I.E. EUR 10,922.70;(-) THE INCREASE OF
EUR 220,619.22 OF THE UNPAID DIVIDEND ON REGISTERED
SHARES TRANSFERRED TO A BEARER SHAREHOLD ER ACCOUNT
BETWEEN 01 JAN 2004 AND 01 JUN 2004 AND AUTHORIZE
THE BOARD OF DIRE CTORS TO TRANSFER: (-) AN AMOUNT
OF EUR 89,857,868.57 CHARGED TO THE SPECIAL R
ESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT TO
THE OTHER RESERVES ACCOUNT, - THE OUTSTANDING
TAX OF EUR 2,356,150.00 FROM THE OTHER RESERVES
ACCOUNT TO THE RE TAINED EARNINGS ACCOUNT, FROM
WHICH THE TAX WAS DEDUCTED ON 31 DEC 2004; PRIOR
RETAINED EARNINGS BEFORE THE APPROPRIATION OF
THE EARNINGS FOR FY 2004: EUR 2 15,922,150.70;
LEGAL RESERVE: EUR 1,480,506.00; EARNINGS: EUR
322,037,827.83; DISTRIBUTABLE PROFITS: EUR 537,959,978.53;
AND APPROVE RECOMMENDATIONS OF THE BOARD OF DIRECTORS
REFERRING TO ITS APPROPRIATION; THE SHAREHOLDERS
WILL RECEI VE A NET NORMAL DIVIDEND OF EUR 2.40
PER SHARE AND A LOYALTY DIVIDEND OF EUR 2 .64
PER SHARE, FULLY ELIGIBLE FOR THE 50% ALLOWANCE
AS REQUIRED BY LAW, THE DI VIDEND PAYMENT WILL
BE CARRIED OUT IN CASH OR IN SHARES AS PER THE
FOLLOWING C ONDITIONS: REINVESTMENT PERIOD WILL
BE EFFECTIVE FROM 01 JUN 2005 TO 22 JUN 20 05;
AT THE CLOSE OF THE SUBSCRIPTION PERIOD, THE
SHAREHOLDERS WILL RECEIVE THE DIVIDEND PAYMENT
IN CASH, 01 JUL 20005; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
SAID REPORT AND TH E AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE TO RENEW MRS. HELENE PLOIX AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.6 APPROVE TO RENEW MR. MICHEL BON AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW MR. BERTRAND COLLOMB AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW MR. JUAN GALLARDO AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW MR. ALAIN JOLY AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. JEAN-PIERRE BOISIVON AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. PHILIPPE CHARRIER AS A DIRECTOR FOR Management
A PERIOD OF 4 YEARS
O.12 APPOINT MR. OSCAR FANJUL AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.13 APPOINT MR. BRUNO LAFONT AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO BUY THE COMPANY Management
S SHARES, AS PER THE FOLLO WING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 120.00, MAXIMUM NUMBER OF
SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 18
MONTHS AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES TO PURCHASE
OR TO SELL BY THE COMPANY ITS OWN SHARES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000,000.00,
WITH TH E ISSUE OF BONDS OR SIMILAR INSTRUMENTS,
FIXED TERM OR UNFIXED TERM SUBORDINAT ED SECURITIES,
OR ANY OTHER SECURITIES GIVING IN A SAME ISSUE
A SAME RIGHT OF DEBT UPON THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY THE CANCELLATI ON OF THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH THE STOCK
PURCHASE 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 26 MONTHS AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 200,000, 000.00 WITH THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED,
BY WAY OF ISSUING ORDINARY SHARES AND OF ANY
SECURITIES GIVING ACCESS BY ALL MEAN S TO THE
COMPANY S ORDINARY SHARES; IN CASE OF THE ISSUE
OF BONDS OR SIMILAR I NSTRUMENTS ISSUED ACCORDING
THE PRESENT DELEGATION, THE NOMINAL MAXIMUM AMOUNT
OF THESE ISSUES WILL NOT EXCEED EUR 5,000,000,000.00,
THIS AMOUNT IS COMMON T O THE DEBT INSTRUMENTS
NOT GIVING ACCESS TO THE CAPITAL, THE ISSUE OF
WHICH IS AUTHORIZED IN ACCORDANCE WITH RESOLUTION
O.15; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 135,000, 000.00 WITH A WAIVER OF THE SHAREHOLDERS
PRE-EMPTIVE RIGHTS, BY WAY OF ISSUIN G ORDINARY
SHARES AND OF ANY SECURITIES GIVING ACCESS BY
ALL MEANS TO THE COMP ANY S ORDINARY SHARES IN
CASE OF THE ISSUE OF BONDS OR SIMILAR INSTRUMENTS
ISS UED; ACCORDING THE PRESENT DELEGATION, THE
NOMINAL MAXIMUM AMOUNT OF THESE ISS UES WILL
NOT EXCEED EUR 5,000,000,000.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, WITHIN THE LIM IT OF EUR 68,000,000.00,
IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND
GRANTE D TO THE COMPANY AND COMPRISED OF EQUITY
SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL;
THIS AMOUNT COUNTS AGAINST THE VALUE OF EUR 135,000,000.00
SET FORTH IN RESOLUTION O.18; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 100,000,000.00,
BY WAY OF CAP ITALIZING RETAINED EARNINGS, INCOME,
PREMIUMS, TO BE CARRIED OUT THROUGH THE I SSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES OR B Y UTILIZING THESE
2 METHODS; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT OPTIONS Management
IN ONE MORE TRANSACTIONS TO EMPLOYEES, OFFICERS
OR TO CERTAIN OF THEM, OPTIONS GIVING RIGHT EITHER
TO SUBS CRIBE FOR NEW SHARES IN THE COMPANY TO
BE ISSUED THROUGH A SHARE CAPITAL INCRE ASE WITHIN
THE LIMIT OF 3% OF THE SHARE CAPITAL OR TO PURCHASE
EXISTING SHARES PURCHASED BY THE COMPANY; THIS
CEILING IS COMMON TO RESOLUTIONS NUMBERS E.21
AND O.22; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
E.22 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management
PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY
S EXISTING ORDINARY SHARE OR TO BE ISSUED, IN
FAVOR OF THE E MPLOYEES OR THE OFFICERS, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.23 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOR OF THE COMPANY
S EMPLOYEES AND FO RMER EMPLOYEES WHO ARE MEMBERS
OF A COMPANY S SAVING PLAN; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS AND FOR AN AMOUNT, WHICH
SHALL NOT EXCEED EUR 14,000, 000,000.00 AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FOR MALITIES
E.24 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
A. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder
PROPOSAL: APPROVE TO REMOVE , IN ARTICLE 30-1
OF THE BY-LAWS OF THE COMPANY, PARAGRAPHS 3 AND
FF. WHICH LI MIT THE ACCOUNTING OF VOTING RIGHTS
OF SHAREHOLDERS IN SHAREHOLDER S MEETING B EYOND
1% OF VOTING RIGHTS
- -----------------------------------------------------------------------------------------------------------------------------
PENINSULAR & ORIENTAL STEAM NAVIGATION CO P&O AGM Meeting Date: 05/13/2005
Issuer: G71710142 ISIN: GB0006800485
SEDOL: 0680048, 4680732, 5964695, 6665801, 6680688, 6681830
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS OF THE COMPANY Management For
FOR THE YE 31 DEC 2004 AND THE R EPORTS OF THE
DIRECTORS AND INDEPENDENT AUDITORS THEREON
2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND RECOMMENDED BY THE DIRECTORS Management For
4. RE-ELECT SIR JOHN PARKER AS THE DIRECTOR OF THE Management For
COMPANY
5. RE-ELECT MR. ROBERT WOODS CBE AS THE DIRECTOR Management For
OF THE COMPANY
6. RE-ELECT MR. MICHAEL GRADON AS THE DIRECTOR OF Management For
THE COMPANY
7. RE-ELECT MR. NICK LUFF AS THE DIRECTOR OF THE Management For
COMPANY
8. RE-ELECT MR. DAVID WILLIAMS AS THE DIRECTOR OF Management For
THE COMPANY
9. RE-APPOINT KPMG AUDIT PLC AS THE INDEPENDENT Management For
AUDITORS OF THE COMPANY AND TO HO LD OFFICE FROM
THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF KPMG AUDIT PLC
S.11 APPROVE THAT: 1) THE AUTHORITIES CONFERRED BY Management For
RESOLUTION 7 PASSED AT THE AGM O F THE COMPANY
HELD ON 6 MAY 1988 BE EXTENDED IN ACCORDANCE
WITH THE TERMS OF T HAT RESOLUTION SO AS TO EXPIRE
AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2006 OR ON 13 AUG 2006 WHICHEVER SHALL BE EARLIER;
AND 2) FOR THE PURPOSE OF T HOSE AUTHORITIES
AS SO EXTENDED, PARAGRAPH (2)(A) OF THAT RESOLUTION
SHALL APP LY WITH THE SUBSTITUTION OF GBP 7,000,000
AS THE LIMIT PRESCRIBED BY THAT PAR AGRAPH, BUT
SO THAT: A) STOCK ISSUED BEFORE THE PASSING OF
THIS RESOLUTION; B) STOCK FALLING TO BE ISSUED
IN PURSUANCE OF ANY RIGHTS OF SUBSCRIPTION OR
CONVE RSION GRANTED BEFORE THE PASSING OF THIS
RESOLUTION; C) STOCK FALLING TO BE IS SUED IN
PURSUANCE OF ANY OFFER OR AGREEMENT MADE BEFORE
THE PASSING OF THIS RE SOLUTION; AND D) RIGHTS
OF SUBSCRIPTION OR CONVERSION FALLING TO BE GRANTED
PU RSUANT TO ANY OFFER OR AGREEMENT MADE BEFORE
THE PASSING OF THIS RESOLUTION, A ND STOCK FALLING
TO BE ISSUED PURSUANT TO RIGHTS SO GRANTED
S.12 APPROVE THAT: A) THE MAXIMUM AMOUNT OF DEFERRED Management For
STOCK HEREBY AUTHORIZED TO BE PURCHASED IS GBP
37,000,000 NOMINAL; B) THE MINIMUM PRICE THAT
MAY BE PAID FOR ANY SUCH DEFERRED STOCK IS ONE
POUND PER GBP 1 NOMINAL OF DEFERRED STOCK EXC
LUSIVE OF EXPENSES ; C) THE MAXIMUM PRICE THAT
MAY BE PAID FOR ANY GBP 1 NOMIN AL OF DEFERRED
STOCK PURCHASED PURSUANT TO THIS AUTHORITY IS
AN AMOUNT EQUAL T O 105 PERCENT OF THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS FOR GBP 1 NOMINAL
OF DEFERRED STOCK IN THE COMPANY AS DERIVED FROM
THE DAILY OFFICIAL LIST OF T HE LONDON STOCK
EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY
PRECEDING THE DAY ON WHICH THE DEFERRED STOCK
IS PURCHASED EXCLUSIVE OF EXPENSES ; AND D)
T HE AUTHORITY HEREBY GRANTED SHALL EXPIRE AT
THE CONCLUSION OF THE AGM OF THE C OMPANY IN
2006, PROVIDED THAT A CONTRACT OF PURCHASE MAY
BE MADE BEFORE SUCH E XPIRY WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY THEREAFTER AND A
PURCHASE OF DEFERRED STOCK MAY BE MADE IN PURSUANCE
OF ANY SUCH CONTRACT
13. APPROVE: 1) THE P&O SHARE PLAN THE SSP , THE Management For
PRINCIPAL TERMS OF WHICH ARE SUM MARIZED BELOW
AND A COPY OF THE DRAFT RULES OF WHICH HAVE BEEN
PRODUCED TO THE MEETING AND SIGNED BY THE CHAIRMAN
FOR THE PURPOSES OF IDENTIFICATION AND THE AUTHORIZE
THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS
AS THEY MAY CONSIDER N ECESSARY OR DESIRABLE
TO CARRY THE PSP INTO EFFECT; AND 2) THAT THE
DIRECTORS BE GENERALLY AND CONDITIONALLY AUTHORIZED
TO ISSUE STOCK PURSUANT TO THE PSP W ITHOUT OFFERING
SUCH STOCK IN THE FIRST PLACE TO THE REGISTERED
HOLDERS OF THE DEFERRED STOCK PURSUANT TO THE
ARTICLE 10(5) OF THE SUPPLEMENTAL CHARTER OF
T HE COMPANY
14. APPROVE: 1) THE P&O 2005 MATCHING SHARE PLAN Management For
THE MSP , THE PRINCIPAL TERMS OF WHICH ARE SUMMARIZED
BELOW AND A COPY OF THE DRAFT RULES OF WHICH
HAVE BEEN P RODUCED TO THE MEETING AND SIGNED
BY THE CHAIRMAN FOR THE PURPOSES OF IDENTIFI
CATION AND AUTHORIZE THE DIRECTORS TO DO ALL
SUCH ACTS AND THINGS AS THEY MAY CONSIDER NECESSARY
OR DESIRABLE TO CARRY THE MSP INTO EFFECT; AND
2) THAT THE DIRECTORS BE GENERALLY AND CONDITIONALLY
AUTHORIZED TO ISSUE STOCK PURSUANT TO THE MSP
WITHOUT OFFERING SUCH STOCK IN THE FIRST PLACE
TO THE REGISTERED HOLD ERS OF THE DEFERRED STOCK
PURSUANT TO THE ARTICLE 10(5) OF THE SUPPLEMENTAL
CH ARTER OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
PROSIEBENSAT 1 MEDIA AG OGM Meeting Date: 05/13/2005
Issuer: D6216S101 ISIN: DE0007771172
SEDOL: 4579131
- -----------------------------------------------------------------------------------------------------------------------------
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.
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 THE GROU P ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting
PROFIT OF EUR 118,145,427.10 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.30 PER PREFERRED SHARE,
PAYMENT OF A DIVIDEND OF EUR 0.28 PER ORDINARY
SHARE, EUR 54,694,239.10 SHALL BE CARRIED FO
RWARD, EX-DIVIDEND DATE: 16 MAY 2005, PAYABLE
DATE: 17 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. ELECT KPMG DEUTSCHE TREUHAND- GESELLSCHAFT AG Non-Voting
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT , ESSEN, AS
THE AUDITORS FOR THE YEAR 2005
6. BY-ELECT MR. JOSH STEINER AS AN OFFICER FOR THE Non-Voting
SUPERVISORY BOARD
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN ORDINARY Non-Voting
AND/OR PREFERRED SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, ON OR BEFORE 12 NOV 2006; ORDINARY SHARES
MAY BE AC QUIRED BY WAY OF A REPURCHASE OFFER
AT PRICES NOT DEVIATING MORE THAN 20% FROM THE
MARKET PRICE OF THE PREFERRED SHARES; PREFERRED
SHARES MAY BE ACQUIRED EI THER THROUGH THE STOCK
EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE,
NOR MOR E THAN 20% BELOW THE MARKET PRICE OF
THE SHARES, OR BY WAY OF A REPURCHASE OFF ER
AT PRICES NOT DEVIATING MORE THAN 20% FROM THE
MARKET PRICE OF THE PREFERRE D SHARES; AND TO
DISPOSE OF THE PREFERRED SHARES IN A MANNER OTHER
THAN THROUG H THE STOCK EXCHANGE OR A RIGHTS
OFFERING IF THE SHARES ARE OFFERED TO INSTITU
TIONAL INVESTORS OR ARE FLOATED ON FOREIGN STOCK
EXCHANGES AT A PRICE NOT MATE RIALLY BELOW THEIR
MARKET PRICE; AND FURTHERMORE, TO SELL THE ACQUIRED
SHARES AGAINST PAYMENT KIND, TO USE THE SHARES
IN CONNECTION WITH THE COMPANY S LONG TERM INCENTIVE
PLAN, AND TO RETIRE THE SHARES
8. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Non-Voting
WITH THE COMPANY S WHOLLY-OW NED SUBSIDIARY SEVENONE
INTERNATIONAL GMBH, AND OF THE CONTROL AGREEMENTS
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
PROSIEBEN DIGITAL MEDIA GMBH AND PRO SIEBEN HOME
ENTERTAINMENT GMBH BILD-UND TONTRAEGERVERTRIEB
- -----------------------------------------------------------------------------------------------------------------------------
SHIMAMURA CORP AGM Meeting Date: 05/13/2005
Issuer: J72208101 ISIN: JP3358200008
SEDOL: 6804035, B02LHR6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management
DIVIDENDS: INTERIM JY 29, FINAL JY 39, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management
2.2 ELECT DIRECTOR Management
2.3 ELECT DIRECTOR Management
2.4 ELECT DIRECTOR Management
2.5 ELECT DIRECTOR Management
2.6 ELECT DIRECTOR Management
2.7 ELECT DIRECTOR Management
2.8 ELECT DIRECTOR Management
2.9 ELECT DIRECTOR Management
2.10 ELECT DIRECTOR Management
3 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management
CEILING FOR DIRECTORS
- -----------------------------------------------------------------------------------------------------------------------------
SUEZ, NANTERRE MIX Meeting Date: 05/13/2005
Issuer: F90131115 ISIN: FR0000120529 BLOCKING
SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 21454, 7166262
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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
* 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 13
MAY 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.
O.1 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 YE 31 DEC 2004
O.2 APPROVE THE FINANCIAL STATEMENTS SHOWING A NET Management
PROFIT OF EUR 1,743,540,312.88 AND ACKNOWLEDGE:
DISTRIBUTABLE PROFITS: EUR 1,740,685,782.88 PRIOR
RETAINED EA RNINGS: EUR (-) 2,854,530.00; THE
APPROPRIATION AS FOLLOWS: STATUTORY DIVIDEND
: EUR 102,046,538.60; ADDITIONAL DIVIDEND: EUR
714,325,770.20; TOTAL DISTRIBUT ION: EUR 816,372,308.80;
CARRY FORWARD ACCOUNT: EUR 924,313,474.08; THE
SHAREH OLDERS WILL RECEIVE A NET DIVIDEND OF
EUR 0.80 PER SHARE; THIS DIVIDEND WILL B E PAID
ON 16 MAY 2005
O.3 APPROVE TO TRANSFER AN AMOUNT OF EUR 15,671,320.91 Management
CHARGED TO THE SPECIAL RESE RVE ON LONG-TERM
CAPITAL GAINS ACCOUNT TO THE VARIOUS RESERVES
ACCOUNT, AN AMO UNT OF EUR 96,213,475.12 CHARGED
TO THE MERGER PREMIUM ACCOUNT WILL BE TRANSFE
RRED TO THE OTHER RESERVES ACCOUNT AND AN AMOUNT
OF EUR 2,854,530.00 CHARGED T O THE OTHER RESERVES
ACCOUNT WILL BE TRANSFERRED TO THE RETAINED EARNINGS
ACCO UNT
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
L.225.86 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE AGREEMENTS REFERRED TO THEREIN
O.5 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management
DESMARAIS JR. AS A DIRECTOR FO R A PERIOD OF
4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERARD Management
MESTRALLET AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LORD Management
SIMON OF HIGHBURY AS A DIRECTO R FOR A PERIOD
OF 4 YEARS
O.9 APPOINT MR. RICHARD GOBLET D ALVIELLA AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management
AND ASSOCIES COMPANY, AS THE S TATUTORY AUDITOR,
FOR A PERIOD OF 6 YEARS
O.11 APPOINT THE BEAS COMPANY AS THE DEPUTY AUDITOR Management
FOR A PERIOD OF 6 YEARS
O.12 APPOINT MR. FRANCIS GIDOIN, AS A DEPUTY AUDITOR, Management
FOR A PERIOD OF 4 YEARS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
TO THE AUTHORITY GIVEN UNDER RESOLUTION 12 OF
THE GENERAL MEETING HELD ON 27 APR 2004, TO TRADE
IN THE COM PANY S SHARES ON THE STOCK MARKET,
AS PER THE FOLLOWING CONDITIONS: MAXIMUM PU RCHASE
PRICE: EUR 36.00, MINIMUM SALE PRICE: EUR 16.00,
MAXIMUM NUMBER OF SHAR ES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORM ALITIES
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES
CANCELLED DOES NOT EXCEED 10% OF THE CAPITA L
PER PERIOD OF 24 MONTHS; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; THE PR ESENT DELEGATION
CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION S ET FORTH IN RESOLUTION NUMBER
15 AND GIVEN BY THE GENERAL MEETING OF 27 APR
20 04; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIE S
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL, WITHOUT SHAREHOLDERS SUBSCRIPTION
RIGHT, PROVIDED THAT THE MAXIMUM NOMINAL AMOUNT
SHALL NOT EXCEED EUR 30,000,000.00, BY WAY OF
ISSUING SHARES TO THE PROFIT OF SPRING MULTIPLE
2005 S.C.A.; AUTHOR ITY EXPIRES AT THE END OF
1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCO MPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE, Management
IN ONE OR MORE TRANSACTIO NS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AN D ITS SUBSIDIARIES EMPLOYEES, IT
BEING PROVIDED THAT THE TOTAL NUMBER OF SHAR
ES SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE EN D OF 26 MONTHS ;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSA RY FORMALITIES
O.17 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
- -----------------------------------------------------------------------------------------------------------------------------
BANK OF PIRAEUS OGM Meeting Date: 05/16/2005
Issuer: X06397107 ISIN: GRS014013007 BLOCKING
SEDOL: 4122676, 5602917, B074TY1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE STOCK OPTION PLAN AT AN ISSUE PRICE Management
OF EUR 15.44 PER SHARE, ACCORD ING TO ARTICLES
NO. 13 OF THE LAW 2190.20
2. VARIOUS ANNOUNCEMENTS Other
* PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting
* PLEASE NOTE THAT THE MEETING HELD ON 27 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO 16 MAY 2005. PLEASE
ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR OR IGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
BENETTON GROUP SPA, PONZANO MIX Meeting Date: 05/16/2005
Issuer: T1966F139 ISIN: IT0003106777 BLOCKING
SEDOL: 7128563, B0203F3
- -----------------------------------------------------------------------------------------------------------------------------
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
17 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
A.1 APPROVE TO EXAMINE THE BALANCE SHEET AS OF 31 Management
DEC 2004 AND THE REPORTS OF THE BOARD OF DIRECTORS
AND THE INTERNAL AUDITORS REPORTS AS PER ARTICLE
153 OF D. LGS NO 58 /98 AND THE EXTERNAL AUDITORS
REPORTS AS PER ARTICLE 156 OF D.LGS N O 58 1998;
PERTINENT AND RELATED RESOLUTIONS
A.2 APPOINT THE BOARD OF DIRECTORS, UPON FIXING THE Management
NUMBER OF MEMBERS AND THE DURA TION OF THEIR
TERM OF OFFICE
A.3 APPROVE TO DETERMINE THE DIRECTORS EMOLUMENTS Management
A.4 APPOINT THE BOARD OF STATUTORY AUDITORS AND DETERMINE Management
ITS ANNUAL EMOLUMENT
A.5 AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management
AND SELL OWN SHARES
E.1 AMEND THE ARTICLES 10, 15 AND 17 OF THE ARTICLE Management
OF ASSOCIATION
- -----------------------------------------------------------------------------------------------------------------------------
CIE DE SAINT-GOBAIN SA, COURBEVOIE OGM Meeting Date: 05/17/2005
Issuer: F80343100 ISIN: FR0000125007 BLOCKING
SEDOL: 0215086, 3166813, 4194192, 4206655, 4211820, 4768285, 4768371, 4915508, 80482, 7380545, 7380556, 7380716, 7381377,
7381496, 7448250, B033544
- -----------------------------------------------------------------------------------------------------------------------------
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 IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
09 JUN 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.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTOR AND Management
THE GENERAL REPORT OF THE STAT UTORY AUDITORS,
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS, APPRO VE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
O.3 APPROVE TO APPROPRIATE THE NET PROFIT FOR THE Management
2004 FY AMOUNTS TO EUR 766,016,8 13.60 AND THE
RETAINED EARNINGS ACCOUNT ON 31 DEC 2004, TO
EUR 921,175,685.49 AFTER HAVING DEDUCTED THE
EXCEPTIONAL TAX OF EUR 4,987,500.00 FROM THE
SPECIA L RESERVE ON LONG-TERM CAPITAL GAINS ,
I.E. A TOTAL OF EUR 1,687,192,499.09 AS FOLLOWS:
TO DEDUCT EUR 13,724,965.00, AMOUNT ALLOCATED
TEMPORARILY FOR THE 20 03 FY IN THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS ACCOUNT, TO BRING
IT F ROM EUR 291,929,000.00 TO EUR 278,204,035.00,
TO CARRY FORWARD EUR 1,271,471,4 09.69, A FIRST
DIVIDEND OF EUR 67,100,946.00, A FINAL DIVIDEND
OF EUR 362,345, 108.40, I.E. A GLOBAL DIVIDEND
OF EUR 429,446,054.40; THE SHAREHOLDERS WILL
RE CEIVE A NET DIVIDEND OF EUR 1.28 PER SHARE,
AND WILL ENTITLE NATURAL PERSONS T O THE 50%
ALLOWANCE; AN AMOUNT OF EUR 200,000,000.00 CHARGED
TO THE SPECIAL RE SERVE ON LONG-TERM CAPITAL
GAINS ACCOUNT WILL BE TRANSFERRED TO THE OTHER
RESE RVES ACCOUNT BEFORE 31 DEC 2005; AN AMOUNT
OF EUR 4,987,500.00 REPRESENTING TH E EXCEPTIONAL
TAX, CHARGED TO THE OTHER RESERVES ACCOUNT WILL
BE TRANSFERRED T O THE BALANCE CARRY FORWARD
ACCOUNT FROM WHICH IT HAD BEEN DEDUCTED ON 31
DEC 2004
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L .225-40 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE SAID REPORT
AND THE AGREEME NTS REFERRED TO THEREIN
O.5 GRANT AUTHORITY TO BUY BACK THE COMPANY S SHARES Management
ON THE OPEN MARKET, AS PER TH E FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 55.00, MINIMUM SALE
PRICE: EUR 23.00, MAXIMUM NUMBER OF SHARES THAT
MAY BE ACQUIRED: 10% OF THE SHARE CA PITAL; THE
THEORETICAL MAXIMUM AMOUNT FOR THIS PROGRAM ON
01 MAR 2005, WAS OF EUR 1,875,434,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AUTHORIZE T
HE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESS ARY FORMALITIES; THE
PRESENT DELEGATION CANCELS AND REPLACES, FOR
THE PORTION UNUSED THEREOF AND THE PERIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION N UMBER
5 AND GIVEN BY THE CGM OF 10 JUN 2004
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GIAN Management
PAOLO CACCINI AS A DIRECTOR FO R A PERIOD OF
4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-MARTIN Management
FOLZ AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management
PEBEREAU AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.9 APPOINT MR. GERHARD CROMME REPLACING MR. ROLF-E. Management
BREUR AS A DIRECTOR FOR A P ERIOD OF 4 YEARS
O.10 APPOINT MR. JEAN-CYRIL SPINETTA REPLACING MR. Management
BRUNO ROGER AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 680,000,00 0.00, WITH THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED,
BY W AY OF ISSUING COMPANY S ORDINARY SHARES
AND, OR ANY SECURITIES OR DEBT SECURIT IES, GIVING
ACCESS TO COMMON SHARES IN ISSUE OR TO BE ISSUED
OF THE COMPANY OR OF A COMPANY FROM WHICH THE
COMPANY OWNS MORE THAN HALF OF THE CAPITAL; THE
O VERALL VALUE SET FORTH IN RESOLUTIONS NUMBER
O.12 AND E.13 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
NOT EXCEEDING EUR 3 ,000,000,000.00 OF THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED, THE OVERALL
VA LUE SET FORTH IN RESOLUTIONS NUMBER O.12 SHALL
COUNT AGAINST THIS AMOUNT; AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
THE PRES ENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH
IN RESOLUTION NUMBER 11 AND GIVEN BY THE CGM
OF 05 JUN 2003, FOR THE PO RTION TO THE SAME EFFECT
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 270,000,00 0.00, BY WAY OF ISSUING THE
COMPANY S COMMON SHARES AND, OR ANY SECURITIES
OR DEBT SECURITIES GIVING ACCESS TO THE COMPANY
S COMMON SHARES IN ISSUE OR TO BE ISSUED OR OF
A COMPANY FROM WHICH THE COMPANY OWNS MORE THAN
1/2 OF THE SHARE CAPITAL; IT IS SPECIFIED THAT:
THE COMMON SHARES AND, OR THE SECURITIES GIVIN
G ACCESS TO SHARES IN ISSUE OR TO BE ISSUED,
CAN BE ISSUED IN CONSIDERATION FO R THE PAYMENT
OF: EITHER SHARES BROUGHT TO THE COMPANY IN THE
EVENT OF A PUBLI C EXCHANGE OFFER INITIATED BY
THE COMPANY, EITHER AFTER HAVING HEARD THE CONTR
IBUTION AUDITOR S REPORT AND WITHIN THE LIMIT
OF 10% OF THE SHARE CAPITAL, IN CONSIDERATION
FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE
COMPANY AND COMPRIS ED OF EQUITY SECURITIES GIVING
ACCESS TO THE CAPITAL, THE SHARE CAPITAL INCREA
SE CAN BE ALSO REALIZED BY WAY OF ISSUING THE
COMPANY S SHARES TO WHICH SECURI TIES TO BE EVENTUALLY
ISSUED BY SUBSIDIARIES WOULD GIVE RIGHT; AUTHORITY
EXPI RES AT THE END OF 26 MONTHS ; THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHAL L NOT EXCEED
EUR 1,200,000,000.00; THESE 2 AMOUNTS EUR 270,000,000.00
AND EUR 1,200,000,000.00 SHALL COUNT AGAINST
THE OVERALL VALUES SET FORTH IN RESOLUT ION NUMBER
O.11; THE SHAREHOLDERS PREFERENTIAL RIGHT OF
SUBSCRIPTION IS CANCE LLED; AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
; THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELE GATION SET FORTH
IN RESOLUTION NUMBER 12 AND GIVEN BY THE GENERAL
MEETING OF 0 5 JUN 2003
E.13 AUTHORIZE THE BOARD OF DIRECTORS ALL POWERS IN Management
ORDER TO INCREASE THE SHARE CAP ITAL IN 1 OR
MORE TRANSACTIONS AND AY ITS SOLE DISCRETION
BY A MAXIMUM NOMINAL AMOUNT OF EUR 84,000,000.00
BY WAY OF CAPITALIZING PREMIUMS, RETAINED EARNING
S, INCOME OR OTHERS TO BE CARRIED OUT THROUGH
THE ISSUE OF BONUS SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES OR BY UTILIZING
THESE 2 METHODS ; THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION NU
MBER O.11; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; AND TO TAKE ALL NECESS ARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE
PRESENT DELEGATION CANCELS AND REPLACES, FOR
THE PERIOD UNUSED, THE DELEGATION SET FORTH IN
RESOL UTION NUMBER 11 AND GIVEN BY THE CGM OF
05 JUN 2003 FOR THE PORTION TO THE SAM E EFFECT
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS,
AT ITS SOLE DISCRETION, BY WAY OF ISSUING EQUITY
SECURITIES IN FA VOR OF THE COMPANY S EMPLOYEES
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUT
HORITY EXPIRES AT THE END OF 26 MONTHS AND FOR
AN AMOUNT NOT EXCEEDING EUR 64 ,000,000.00; AND
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORM ALITIES; THE PRESENT DELEGATION
CANCELS AND REPLACES, FOR THE UNUSED PORTION
T HEREOF AND THE PERIOD UNUSED, THE DELEGATION
SET FORTH IN RESOLUTION NUMBER 13 AND GIVEN BY
THE CGM OF 05 JUN 2003
E.15 AUTHORIZE THE BOARD OF DIRECTORS ALL POWERS TO Management
GRANT, IN 1 OR MORE TRANSACTION S TO THE EMPLOYEES
OR TO CERTAIN OF THEM OR TO CERTAIN GROUPS OF
THE STAFF MEM BERS AND TO THE OFFICERS, OPTIONS
GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW
SHARES IN THE COMPANY TO BE ISSUED THROUGH A
SHARE CAPITAL INCREASE OR TO PUR CHASE THE EXISTING
SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED
THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES WHICH SHALL EXCEED 3% OF THE
SHARE CAPITAL; THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER
O.16 CONCERNING THE ALLOCATION OF SHARES FREE
OF C HARGE, THIS PERCENTAGE REPRESENTS A GLOBAL
AND COMMON CEILING TO THE ALLOCATIO NS REALIZED
AS AN IMPLEMENTATION OF THE PRESENT RESOLUTION
AND THE RESOLUTION NUMBER 16; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
THE PRESENT DELEGATION CAN CELS AND REPLACES,
FOR THE UNUSED PORTION THEREOF AND THE PERIOD
UNUSED, THE D ELEGATION SET FORTH IN RESOLUTION
NUMBER 14 AND GIVEN BY THE CGM OF 05 JUN 200 3
O.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED IN FAVOR OF THE
EMPLOY EES OR CERTAIN OF THEM, OR CERTAIN GROUPS
OF THE STAFF MEMBERS AND OF THE OFFI CERS PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 3% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; THE PRESENT D ELEGATION CANCELS
AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION
SET FORT H IN RESOLUTION NUMBER 15 AND GIVEN
BY CGM OF 05 JUN 2003
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 REGISTRATION
PRESC RIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPL ETE, 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 SHAREOWNERS :
- -----------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL POWER PLC AGM Meeting Date: 05/17/2005
Issuer: G4890M109 ISIN: GB0006320161
SEDOL: 0632016, 5626757, B02SWM7
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS FOR THE YE 31 DEC 2004 AND Management For
THE REPORT OF THE DIRECTORS, T HE DIRECTORS
REMUNERATION REPORT AND THE REPORT OF THE AUDITORS
ON THE ACCOUN TS AND ON THE AUDITABLE PART OF
THE DIRECTORS REMUNERATION REPORT
2. RE-APPOINT MR. STRUAN ROBERTSON AS A DIRECTOR Management For
3. RE-APPOINT MR. PHIL COX AS A DIRECTOR Management For
4. RE-APPOINT MR. ADRI BAAN AS A DIRECTOR Management For
5. DECLARE A FINAL DIVIDEND OF 2.5P PER ORDINARY Management For
SHARE
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For
THE COMPANY TO HOLD OFFICE FROM T HE CONCLUSION
OF THE AGM TO THE CONCLUSION OF THE NEXT AGM
AT WHICH ACCOUNTS A RE LAID BEFORE THE COMPANY
AND AUTHORIZE THE DIRECTORS TO SET THEIR REMUNERAT
ION
8. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
80 OF THE COMPANIES ACT 19 85 THE ACT , TO ALLOT
RELEVANT SECURITIES SECTION 80(2) OF THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 245,559,084;
AUTHORITY EXPIRES THE EARLIER O F THE CONCLUSION
OF THE AGM OF THE COMPANY TO BE HELD IN 2006
OR 17 AUG 2006 ; AND AUTHORIZE THE DIRECTORS
TO ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH E XPIRY
S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY, SUBJECT T O THE PASSING
OF RESOLUTION 8 AND PURSUANT TO SECTION 95(1)
OF THE COMPANIES A CT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 OF THE ACT FOR CASH PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 8, DISAPPLYING
THE STATUTORY PRE-EMPT ION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTME NT OF EQUITY SECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE IN FAVOR OF THE HOLDERS OF
ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 36,833,862; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY TO BE HELD IN 2006 OR 17 AUG
2006 ; AND THE DIRECTORS MAY ALLOT EQUIT Y SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY; THE POWER CONFERRED ON THE DIRECTORS
B Y THIS RESOLUTION SHALL ALSO APPLY TO A SALE
OF TREASURY SHARES, WHICH IS AN A LLOTMENT OF
EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A)
OF THE ACT
S.10 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For
PURCHASES SECTION 163(3)OF THE ACT OF UP TO
147,335,450 ORDINARY SHARES 10% OF THE ISSUED
SHARE CAPITAL AS AT 09 MAR 2005, AT A MINIMUM
PRICE OF 50P AND UP TO 105% OF THE AVERAGE MI
DDLE MARKET QUOTATIONS FOR AN INTERNATIONAL POWER
ORDINARY SHARES AS DERIVED F ROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINES S DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COM PANY
TO BE HELD IN 2006 OR 17 AUG 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE
INTERNATIONAL POWER ORDINARY SHARES WHICH WILL
OR M AY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
NATIONAL BANK OF GREECE AGM Meeting Date: 05/17/2005
Issuer: X56533114 ISIN: GRS003013000 BLOCKING
SEDOL: 4625959, 4802280, 5437539
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BOARD OF DIRECTORS AND THE AUDITORS Management
REPORTS ON THE ANNUAL FINANCIA L STATEMENTS,
FOR THE YEAR 2004 DITORS; THE PAYMENT OF CASH
DIVIDEND
2. APPROVE THE ANNUAL FINANCIAL STATEMENTS REGARDING Management
THE YEAR 2004 AND THE DIVIDE ND PAYMENT DITORS;
THE PAYMENT OF CASH DIVIDEND
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS MEMBERS Management
AND THE AUDITORS FROM ANY LI ABILITY FOR INDEMNITY
FOR THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR
2004
4. APPROVE THE BOARD OF DIRECTORS REMUNERATION FOR Management
THE FY 2004, ACCORDING TO ARTI CLE 24 PARAGRAPH
2 OF THE COD LAW 2190/1920, AND DETERMINE THEIR
REMUNERATION FOR THE FY 2005
5. APPROVE TO DETERMINE THE REMUNERATION AND INDEMNIFICATION Management
OF THE NON -EXECUTIV E MEMBERS OF THE BOARD OF
DIRECTORS AS MEMBERS OF THE AUDIT COMMITTEE FOR
THE YEAR 2005
6. APPROVE TO GRANT PERMISSION, ACCORDING TO ARTICLE Management
23 PARA 1 OF THE COD LAW 219 0/1920 AND TO ARTICLE
30 OF THE BAA, TO THE BOARD OF DIRECTORS MEMBERS,
FOR TH EIR PARTICIPATION IN BOARD OF DIRECTORS
OR MANAGEMENT OR THE BANKS GROUP OF CO MPANIES,
PURSUING THE SAME OR SIMILAR BUSINESS GOAL
7. ELECT THE REGULAR AND CERTIFIED AUDITORS FOR Management
THE FINANCIAL STATEMENTS OF THE B ANKS GROUP
OF COMPANIES CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR 2005 AN D DETERMINE OF THEIR REMUNERATION
8. APPROVE TO PURCHASE OWN SHARES ACCORDING THE Management
ARTICLE 16 PARAGRAPH 5 OF COD LAW 2190/1920
9. APPROVE TO DETERMINE THE INDEPENDENT MEMBERS Management
OF BOARD OF DIRECTORS
10. APPROVE THE STOCK OPTION PROGRAMME, ACCORDING Management
TO THE ARTICLE 13, PARAGRAPH 9, OF THE COD 2190/1920
TO THE EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS,
MANAG ERS AND PERSONNEL AND TO ASSOCIATED COMPANIES
11. MISCELLANEOUS ANNOUNCEMENTS Other
- -----------------------------------------------------------------------------------------------------------------------------
SLOUGH ESTATES PLC AGM Meeting Date: 05/17/2005
Issuer: G81821103 ISIN: GB0008141045
SEDOL: 0814104, B05P247
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE STATEMENT OF ACCOUNTS FOR THE YE Management For
31 DEC 2004 AND THE REPORTS OF TH E DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 9.85 PENCE PER ORDINARY Management For
SHARE FOR THE YE 31 DEC 20 04 PAYABLE ON 20 MAY
2005 TO HOLDERS OF ORDINARY SHARES REGISTERED
AT THE CLOS E OF BUSINESS 22 APR 2005
3. APPROVE THE REMUNERATION REPORT OF THE REMUNERATION Management For
COMMITTEE
4. RE-ELECT MR. RICHARD DAVID KINGSTON AS A DIRECTOR Management For
5. RE-ELECT MR. STEPHEN LEE HOWARD AS A DIRECTOR Management For
6. RE-ELECT MR. MARSHALL DOUGLAS LEES AS A DIRECTOR Management For
7. RE-ELECT MR. PAUL DAVID ORCHARD-LISLE AS A DIRECTOR Management For
8. RE-ELECT THE RT HON LORD MACGREGOR OF PULHAM Management For
MARKET OBE AS A DIRECTOR
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT T HE 1985 ACT , TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATION AS
IN SECTION 347 OF THE 1985 ACT AND TO INCUR EU
POLITICAL EXPENDITURE AS IN SECTION 347A OF T
HE 1985 ACT UP TO A MAXIMUM AGGREGATE AMOUNT
OF GBP 20,000; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE 2006 AGM OR 16 AUG 2006
S.12 AUTHORIZE THE DIRECTORS CONFERRED BY ARTICLE Management For
10(A) OF THE COMPANY S ARTICLES O F ASSOCIATION,
IN SUBSTITUTION FOR ANY EXISTING AUTHORITY SECTION
80 UP TO A N AMOUNT OF GBP 5,242,679; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY S NEXT AGM OR 16 AUG 2006
S.13 AUTHORIZE THE DIRECTORS CONFERRED BY ARTICLE Management For
10(B) OF THE ARTICLES OF ASSOCIAT ION OF THE
COMPANY, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY,
SUBJECT TO THE PASSING OF RESOLUTION 12 AND FOR
THE PURPOSE OF ARTICLE 10(B) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89 ,A) UP
TO AN AMOUNT OF GBP 5,242,679; AND B) FOR THE
PURPOSE OF PAR T IV OF THE COMPANIES ACT 1985;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSI
ON OF THE NEXT AGM OF THE COMPANY OR 16 AUG 2006
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE 1985 ACT, TO MAKE MARKET PURCHASES
SECTION 163 OF THE ACT OF UP TO 10 % OF THE
ISSUED ORDINAR Y SHARES OF 25P 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 LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSIN ESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2006 OR 16 AUG 2006 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
THALES EGM Meeting Date: 05/17/2005
Issuer: F9156M108 ISIN: FR0000121329 BLOCKING
SEDOL: 0534093, 4162791, 4175625, 4915627, 7168428, B01DRG2, B03XP77
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* 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. VERIFICA TION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPEND S ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. F RENCH
RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND
FORWARD THE PROXY CARD DIRE CTLY TO THE SUB CUSTODIAN.
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
T O OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP
WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL
CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIAR
IES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GL OBAL CUSTODIAN
WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL
CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL
CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE
CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE
FRANCE MAINTAINS A VER IFICATION PERIOD, FOR
VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE
TRANSACTED (SELL) FOR EITHER THE FULL SECURITY
POSITION OR A PARTIAL AMOUNT AFTER THE VO TE
INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION
CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS,
ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT PO SITION
AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE
LOCAL CUSTODIAN IS INST RUCTED TO AMEND THE VOTE
INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETT LEMENT DATE
PRIOR TO MEETING DATE + 1
* PLEASE NOTE THAT THIS IS A MIX MEETING.THANK YOU Non-Voting
O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS A ND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS SHOWING A CONSOLIDATED
PROFI T OF EUR 198,400,000.00 FOR THE 2004 FY,
IN THE FORM PRESENTED TO THE MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS A ND APPROVE THE FINANCIAL
STATEMENTS SHOWING A NET PROFIT OF EUR 21,400,000.00
AND THE BALANCE SHEET OF THE THALES COMPANY FOR
THE YEAR 2004, IN THE FORM P RESENTED TO THE MEETING
O.3 APPROVE THE DISTRIBUTABLE PROFITS AMOUNT TO EUR Management
155,585,323.78: PROFITS FOR TH E FY: EUR: 21,383,170.81
LEGAL RESERVE: EUR -1,403.00 PRIOR RETAINED EARNINGS:
EUR 134,203,555.97 APPROPRIATION AS FOLLOWS:
GLOBAL DIVIDEND: EUR 137,495,174 .40 CARRY FORWARD
ACCOUNT: EUR 18,090,149.38 THE SHAREHOLDERS WILL
RECEIVE A N ET DIVIDEND OF EUR 0.80 PER SHARE,
ELIGIBLE FOR THE 50% ALLOWANCE; THIS DIVIDE ND
WILL BE PAID ON 31 MAY 2005 AS REQUIRED BY LAW
O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management
ON AGREEMENTS GOVERNED BY ARTIC LE L. 225-38
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
AGREEMENTS CONCLUDE D DURING THE 2004 FY, WITH
THE OBJECTIVE OF THE CONSTITUTION OF AN ECONOMIC
IN TEREST GROUP WITH R AND D AND ALCATEL
O.5.a APPOINT A DIRECTOR REPRESENTING EMPLOYEES WHO Management
ARE SHAREHOLDERS FOR A PERIOD OF 6 YEARS
O.5.b APPOINT A DIRECTOR REPRESENTING EMPLOYEES WHO Management
ARE SHAREHOLDERS FOR A PERIOD OF 6 YEARS
O.6 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 45.00 MAX IMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL; AUTHORI
TY EXPIRES AT THE END OF 18 MONTHS AND REPLACES
THE ONE GIVEN BY THE GENERAL M EETING OF 11 MAY
2004 ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES, AND, IN
PARTICULAR, TO TRADE ON THE STOCK EXCHANGE
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES
CANCELLED DOES NOT EXCEED 10% OF THE CAPITA L;
AUTHORITY EXPIRES AT THE END OF 24 MONTHS AND
IT CANCELS THE DELEGATION GI VEN BY THE GENERAL
MEETING OF 15 MAY 2003
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 0.75% OF T
HE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 38 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES TO IMPLEMENT
THE PRESENT DELEGATION
E.9 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management
ONE OR MORE TRANSACTIONS, TO EM PLOYEES OR THE
OFFICERS, OPTIONS GIVING THE RIGHT TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, IT BEING PROVIDE D
THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES, WHICH SH ALL EXCEED EUR 6,000,000.00;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS AND
RE PLACES THE ONE GIVEN BY THE GENERAL MEETING
OF 15 MAY 2003 ; AND TO TAKE ALL N ECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES AND,
IN PARTICULAR, TO: ORGANIZE THE CONDITIONS IN
WHICH THE OPTIONS SHALL BE GRANTED PERIOD, PR
ICE, BENEFICIARIES... , TO STOP TEMPORARILY AND
FOR A MAXIMUM PERIOD OF 3 MONT HS THE EXERCISE
OF THE OPTIONS AND TO MAKE THE INCREASE OF THE
CAPITAL DEFINIT IVE AND CHANGE ARTICLES OF ASSOCIATION
AS A CONSEQUENCE
O.10 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
- -----------------------------------------------------------------------------------------------------------------------------
THALES MIX Meeting Date: 05/17/2005
Issuer: F9156M108 ISIN: FR0000121329 BLOCKING
SEDOL: 0534093, 4162791, 4175625, 4915627, 7168428, B01DRG2, B03XP77
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
228217 DUE TO MODIFICATION AN D ADDITION OF RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS SHOWING A CONSOLIDATED
PROFIT OF EUR 198,400,000.00 FOR THE 2004 FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS AND A PPROVE THE FINANCIAL
STATEMENTS SHOWING A NET PROFIT OF EUR 21,400,000.00
AN D THE BALANCE SHEET OF THE THALES COMPANY
FOR THE YEAR 2004
O.3 ACKNOWLEDGE THE DISTRIBUTABLE PROFITS AMOUNT Management
TO EUR 155,585,323.78: PROFITS FO R THE FY: EUR:
21,383,170.81 LEGAL RESERVE: EUR -1,403.00 PRIOR
RETAINED EARNI NGS: EUR 134,203,555.97 APPROPRIATION
AS FOLLOWS: GLOBAL DIVIDEND: EUR 137,495 ,174.40
CARRY FORWARD ACCOUNT: EUR 18,090,149.38 THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.80 PER SHARE, ELIGIBLE FOR THE 50% ALLOWANCE;
THIS DI VIDEND WILL BE PAID ON 31 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 AGREEMENTS
CONCLUDED DU RING THE 2004 FY, WITH THE OBJECTIVE
OF THE CONSTITUTION OF AN ECONOMIC INTERE ST
GROUP WITH R AND D AND ALCATEL
O.5.A APPOINT MR. JEAN-PIERRE APPEL AS A DIRECTOR REPRESENTING Management
EMPLOYEES WHO ARE SHA REHOLDERS FOR A PERIOD
OF 6 YEARS
O.5.B APPOINT MR. PIERRE LAFOURCADE AS A DIRECTOR REPRESENTING Management
EMPLOYEES WHO ARE SHA REHOLDERS FOR A PERIOD
OF 6 YEARS
O.6 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 45.00 MAX IMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL; AUTHORI
TY EXPIRES AT THE END OF 18 MONTHS AND REPLACES
THE ONE GIVEN BY THE GENERAL M EETING OF 11 MAY
2004 ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES, AND, IN
PARTICULAR, TO TRADE ON THE STOCK EXCHANGE
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES
CANCELLED DOES NOT EXCEED 10% OF THE CAPITA L;
AUTHORITY EXPIRES AT THE END OF 24 MONTHS AND
IT CANCELS THE DELEGATION G IVEN BY THE GENERAL
MEETING OF 15 MAY 2003
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 0.75% OF T
HE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 38 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES TO IMPLEMENT
THE PRESENT DELEGATION
E.9 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management
ONE OR MORE TRANSACTIONS, TO EM PLOYEES OR THE
OFFICERS, OPTIONS GIVING THE RIGHT TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, IT BEING PROVIDE D
THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES, WHICH SH ALL EXCEED EUR 6,000,000.00;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS AND
R EPLACES THE ONE GIVEN BY THE GENERAL MEETING
OF 15 MAY 2003; AND TO TAKE ALL N ECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES AND,
IN PARTICULAR, TO: ORGANIZE THE CONDITIONS IN
WHICH THE OPTIONS SHALL BE GRANTED PERIOD, PR
ICE, BENEFICIARIES... , TO STOP TEMPORARILY AND
FOR A MAXIMUM PERIOD OF 3 MONT HS THE EXERCISE
OF THE OPTIONS AND TO MAKE THE INCREASE OF THE
CAPITAL DEFINIT IVE AND CHANGE ARTICLES OF ASSOCIATION
AS A CONSEQUENCE
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, BY WAY OF ISSUING SHARES
AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL,
IN FAVOUR OF THE COMPANY AND ITS SUBSIDIA RIES
EMPLOYEES AND FORMER EMPLOYEES WHO ARE MEMBERS
OF A COMPANY SAVINGS PLAN ; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS AND WITHIN THE LIMIT
OF 4,500,00 0 NEW SHARES, FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 13,500,000.00; IT CANCELS AN D
REPLACES THE ONE STILL UNUSED GIVEN BY THE GENERAL
MEETING OF 11 MAY 2004; T O TAKE ALL THE NECESSARY
MEASURES AND ACCOMPLISH ALL THE NECESSARY FORMALITIES
O.11 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 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
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL SA MIX Meeting Date: 05/17/2005
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 17
MAY 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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 221443, DUE TO CHANGE ADDI TIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGAR DED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
o.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR TH E YEAR 2004
o.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE SAID FY
o.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATI ON TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369, 741,063.00
A DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEN D OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
D IVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
o.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
THE AGREEMENTS GOVERNED BY THE A RTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS 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 250.00, M AXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRI SING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCEL S AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESO LUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TA
KE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management
DESMARAIS JR. AS A DIRECTOR FO R A PERIOD OF
3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management
JACQUILLAT AS A DIRECTOR F OR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPOINT LORD LEVENE OF PORTSOKEN KBE AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,00 0,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSC
RIPTION, COMPANY S ORDINARY SHARES AND SECURITIES
GIVING ACCESS TO SHARES IN T HE COMPANY; APPROVE
THAT THE NOMINAL VALUE OF DEBT SECURITIES ISSUED
SHALL NOT EXCEED EUR 10,000,000,00.00; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS
AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL
EARLIER AUTHORIZATIONS; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLIS H ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,00 0,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGH
TS, COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COM PANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEE D EUR 10,000,000,00.00; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; IT CANCEL S
AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL
EARLIER AUTHORIZATIONS; AUTHO RIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPA NY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES F OR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EG M OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASU RES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management
IN ONE OR MORE TRANSACTION S, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMM ERCIAL CODE
AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL
NUMBER OF SHARES SH ALL NOT EXCEED 1% OF THE
REGISTERED CAPITAL; AUTHORITY EXPIRES AT THE
END OF 38 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AN D ACCOMPLISH
ALL FORMALITIES
* PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting
AGREED BY THE BOARD OF DIRECTOR S. THANK YOU.
E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
AUTHORIZE THE BOARD OF DIRECT ORS TO FREELY ALLOCATE
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL
CODE OR TO SOM E CATEGORIES OF THEM AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED
* 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
- -----------------------------------------------------------------------------------------------------------------------------
U N Y CO LTD (UNY CO LTD) AGM Meeting Date: 05/17/2005
Issuer: J94368149 ISIN: JP3949600005
SEDOL: 4920922, 5758371, 6918624
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS; FINAL DIVIDEND Management For
JY 9
2. AMEND THE ARTICLES OF INCORPORATION Management For
3.1 ELECT MR. IKUO SUZUKI AS A DIRECTOR Management For
3.2 ELECT MR. KOJI SASAKI AS A DIRECTOR Management For
3.3 ELECT MR. YOSHIAKI TSUDUKI AS A DIRECTOR Management For
3.4 ELECT MR. HIROSHI ISOMI AS A DIRECTOR Management For
3.5 ELECT MR. YUJI OZAKI AS A DIRECTOR Management For
3.6 ELECT MR. RYOZO IMAI AS A DIRECTOR Management For
3.7 ELECT MR. TETSURO MAEMURA AS A DIRECTOR Management For
3.8 ELECT MR. KIMIAKI YAMAGUCHI AS A DIRECTOR Management For
3.9 ELECT MR. KAZUHIKO ARISUE AS A DIRECTOR Management For
3.10 ELECT MR. TATSUO ISHII AS A DIRECTOR Management For
3.11 ELECT MR. HITOSHI SHIBUYA AS A DIRECTOR Management For
3.12 ELECT MR. TOSHIKAZU NISHIKAWA AS A DIRECTOR Management For
4. APPROVE RETIREMENT BONUS FOR A RETIRING DIRECTOR; Management Against
DUE TO THE ABOLISHMENT OF TH E RETIREMENT BONUS
SYSTEM, GRANT ACCRUED BENEFITS TO CONTINUING
DIRECTORS AND CORPORATE AUDITORS
5. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For
OFFICERS
- -----------------------------------------------------------------------------------------------------------------------------
ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS SA OGM Meeting Date: 05/18/2005
Issuer: E7813W163 ISIN: ES0167050915
SEDOL: B01FLQ6, B01FXJ3, B040TS6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL ACCOUNTS, BALANCE SHEET, PROFIT Management For
AND LOSS ACCOUNT AND THE MA NAGEMENT REPORTS
OF THE PARENT COMPANY, ACS ACTIVIDADES DE CONSTRUCCION
Y SERV ICIOS, S.A. AND ITS CONSOLIDATED GROUP;
APPLICATION OF PROFITS; COMPANY ADMINI STRATION
REPORT; ALL OF THE FOREGOING WITH REFERENCE TO
THE YEAR 2004
2. APPROVE THE MANAGEMENT OF THE BOARD OF DIRECTORS Management For
DURING THE YEAR 2004
3. APPROVE THE RATIFICATION, RESIGNATION, DISSIMISAL Management For
OR APPOINT THE DIRECTORS AS THE CASE MAY BE
4. GRANT AUTHORITY THE DERIVATIVE ACQUISITION OF Management For
OWN SHARES
5. APPOINT THE AUDITORS OF THE COMPANY AND ITS CONSOLIDATED Management For
GROUP
6. AUTHORIZE THE BOARD OF DIRECTORS TO MODIFY A Management For
STOCK OPTION PROGRAM THAT WAS APP ROVED BY THE
RESOLUTION DATED 20 MAY 2004 AT THE GENERAL MEETING
OF SHAREHOLDE RS
7. APPROVE THE DELEGATION OF POWERS FOR THE EXECUTION Management For
AND PUBLIC RECORDING OF THE RESOLUTIONS PASSED
8. APPROVE TO READ THE MINUTES OF THE PROCEEDINGS, Management For
AND ADOPT THE MINUTES, AS THE CASE MAY BE, AS
A CORRECT RECORD
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
19 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
AMEC PLC AGM Meeting Date: 05/18/2005
Issuer: G02604117 ISIN: GB0000282623
SEDOL: 0028262, 5829783, B02S5M8
- -----------------------------------------------------------------------------------------------------------------------------
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
2. DECLARE A FINAL DIVIDEND Management For
3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
4. APPROVE THE REMUNERATION POLICY SET OUT IN THE Management For
DIRECTORS REMUNERATION REPORT
5. RE-ELECT MR. P.J. BYROM AS A DIRECTOR Management For
6. RE-ELECT MR. T.W. FAITHFULL AS A DIRECTOR Management For
7. RE-ELECT SIR PETER MASON AS A DIRECTOR Management For
8. RE-ELECT MR. J.D. EARLY AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS AND Management For
AUTHORIZE THE DIRECTORS TO FIX T HEIR REMUNERATION
10. AUTHORIZE THE DIRECTORS TO PURCHASE SHARES IN Management For
THE CAPITAL OF THE COMPANY
11. APPROVE THE RENEWAL OF THE AMEC SAVINGS RELATED Management For
SHARE OPTION SCHEME AND ESTABL ISH FURTHER OPTION
SCHEME FOR OVERSEAS EMPLOYEES
12. AMEND THE RULES OF THE AMEC PERFORMANCE SHARE Management For
PLAN 2002
- -----------------------------------------------------------------------------------------------------------------------------
BEIERSDORF AG, HAMBURG OGM Meeting Date: 05/18/2005
Issuer: D08792109 ISIN: DE0005200000 BLOCKING
SEDOL: 5107401
- -----------------------------------------------------------------------------------------------------------------------------
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 2004 FY WITH THE RE PORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION DISTRIBUTABLE PROFIT Management
OF EUR 145,239,477.93 AS A PAYM ENT OF A DIVIDEND
OF EUR 1.60 PER NO-PAR SHARE EUR 24,269,353.13
SHALL BE ALLO CATED TO THE OTHER REVENUE RESERVES
EX-DIVIDEND AND PAYABLE AT 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 BDO DEUTSCHE WARENTREUHAND AG WIRT-SCHAFTSPRUEFUNGSGESELLSCHAF Management
HAMBURG , AS THE AUDITORS FOR THE FY 2005
6.1 ELECT DR. ROLF KUNISCH AS AN OFFICER FOR THE Management
SUPERVISORY BOARD
6.2 ELECT DR. ANDREAS RITTSTIEG AS A SUBSTITUTE MEMBER Management
FOR THE SUPERVISORY BOARD
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management
THE CONSENT OF THE SUPERVISORY BARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 45,000,000 THROUGH
THE ISSUE OF NEW BEARER SHARES AGAINST PAYMENT
IN CASH, ON OR BEFORE 17 MAY 2010; SHAREH OLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUNTS, AND F OR THE GRANTING OF SUCH
RIGHTS TO HOLDERS OF CONVERT AND/OR WARRANT BONDS
AND CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCIATION
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 21,000,000 THROUGH
THE ISSUE OF NEW BEARER SHARES AGAINST PAYMENT
IN CASH, ON OR BEFORE 17 MAY 2010; SHARE HOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS
TO HOLDERS OF CONVERT AND/OR WARRANT BONDS, AND
FO R A CAPITAL INCREASE OF UP TO 10% OF THE SHARE
CAPITAL IF THE SHARES ARE ISSUE D AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE AND CORRESPONDENT
AMENDME NTS TO THE ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 21,000,000 THROUGH
THE ISSUE OF NEW BEARER SHARES AGAINST PAYMENT
IN CASH OR KIND, ON OR BEFORE 17 MAY 201 0; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUN TS, FOR THE GRANTING OF SUCH RIGHTS
TO HOLDERS OF CONVERT AND/OR WARRANT BONDS ,
AND FOR THE ISSUE OF SHARES FOR ACQUISITION PURPOSES
AND CORRESPONDENT AMEND MENTS TO THE ARTICLES
OF ASSOCIATION
10. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER AND/OR REGISTER BONDS OF UP TO EUR 1,000,000,000,
HAVI NG A TERM OF UP TO 20 YEARS AND CONFERRING
CONVERT AND/OR OPTION RIGHTS FOR SH ARES OF THE
COMPANY, ON OR BEFORE 17 MAY 2010; SHAREHOLDERS
SHALL BE GRANTED S UBSCRIPTION RIGHTS EXCEPT
FOR THE ISSUE OF BONDS CONFERRING CONVERT AND/OR
OPT ION RIGHTS FOR SHARES OF THE COMPANY OF UP
TO 10% OF THE SHARE CAPITAL AT A PR ICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND IN ORDER TO GRANT SUCH RIGHTS TO
HOLDERS OF CONVERT AND/OR WARRANT BONDS; THE
COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 40,00 0,000 THROUGH THE ISSUE NEW
SHARES, INSOFAR AS CONVERT AND/OR OPTION RIGHTS
AR E EXERCISED
11. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES DIFFERING
NEITHER MORE THAN 5% FROM THE MARKET PRICE OF
THE SHARES IF THE SHARES ARE ACQUIRED THROUGH
THE STOCK EXCHANGE, NOR MORE THAN 20% IF TH E
SHARES ARE ACQUIRED BY WAY OF A REPURCHASE OFFER,
ON OR BEFORE 17 NOV 2006 AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR ACQUISI TION PURPOSES OR
FOR THE FULFILMENT OF CONVERT AND/OR OPTION RIGHTS,
AND TO RE TIRE THE SHARES
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
BUNZL PLC AGM Meeting Date: 05/18/2005
Issuer: G16968102 ISIN: GB0001540045
SEDOL: 0154004, 5830097
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For
DEC 2004 TOGETHER WITH THE REPORT S OF THE DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND Management For
3. RE-APPOINT DR. U. WOLTERS AS A DIRECTOR Management For
4. RE-APPOINT MR. C.P. SANDER AS A DIRECTOR Management For
5. RE-APPOINT MR. M.J. HARPER AS A DIRECTOR Management For
6. RE-APPOINT MR. P.L. LARMON AS A DIRECTOR Management For
7. RE-APPOINT MR. A.P. DYER AS A DIRECTOR Management For
8. RE-APPOINT MR. P.M. HELDEN AS A DIRECTOR Management For
9. RE-APPOINT MR. D.M. WILLIAMS AS A DIRECTOR Management For
10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS AT Management For
A RATE OF REMUNERATION TO BE DETE RMINED BY THE
DIRECTORS
11. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management For
SPECIFIED FOR THE YE 31 DEC 2004
12. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For
FOR ALL PREVIOUS AUTHO RITY, TO ALLOT RELEVANT
SECURITIES SECTION 80 OF THE COMPANIES ACT 1985
UP T O AN AGGREGATE NOMINAL AMOUNT OF GBP 39,700,000;
AUTHORITY EXPIRES AT THE CON CLUSION OF THE
NEXT AGM OF THE COMPANY AFTER THE PASSING OF
THIS RESOLUTION ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHO RITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For
TO THE PASSING OF RESOLUTION 1 2 AND PURSUANT
TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT
EQUITY SECURI TIES SECTION 94 OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 12 AND TO SELL TREASURY
SHARES WHOLLY FOR CASH, DISAP PLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS PO WER IS LIMITED TO THE ALLOTMENT
OR SALE OF EQUITY SECURITIES A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORD INARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
5,635,000; AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPA NY AFTER
THE PASSING OF THIS RESOLUTION ; AND, AUTHORIZE
THE DIRECTORS TO ALLO T EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.14 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF SUCH ACT OF UP
TO 43,785,000 ORDINA RY SHARES OF 25P EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND UP TO 5% ABOVE THE AVERAGE OF THE
CLOSING MIDDLE MARKET QUOTATIONS AS DE RIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AG M OF THE COMPANY OR 17 NOV 2006 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A C ONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PA RTLY AFTER SUCH EXPIRY
S.15 AMEND THE COMPANY S ARTICLES OF ASSOCIATION AS Management For
FOLLOWS: A) BY DELETING THE EXI STING ARTICLE
162 AND SUBSTITUTING THEREFOR OF THE NEW ARTICLE
162 AS SPECIFIE D; AND B) BY ADDING NEW SENTENCE
AT THE END OF THE EXISTING ARTICLE 109 AS SPE
CIFIED
S.16 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
TO ENABLE ELECTRONIC COMMUNIC ATION BETWEEN THE
COMPANY AND ITS SHAREHOLDERS, INCLUDING ELECTRIC
PROXY VOTIN G BY SHAREHOLDERS, TO THE FULLEST
EXTENT PERMISSIBLE BY LAW, WHICH AMENDMENTS ARE
IDENTIFIED IN THE DRAFT ARTICLES OF ASSOCIATION
AS SPECIFIED
S.17 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
TO REFLECT THE ENACTMENT OF T HE COMPANIES ACQUISITION
OF OWN SHARES TREASURY SHARES REGULATIONS
2003 AN D THE EXERCISE BY THE COMPANY OF ITS
POWER TO REPURCHASE SHARES INTO TREASURY UNDER
SUCH LEGISLATION, WHICH AMENDMENTS ARE IDENTIFIED
IN THE DRAFT ARTICLES OF ASSOCIATION AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
CARTER HOLT HARVEY LTD AGM Meeting Date: 05/18/2005
Issuer: Q21397122 ISIN: NZCAHE0001S6
SEDOL: 6178354, 6178406
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MR. CHRISTOPHER.P. LIDDELL AS A DIRECTOR Management Against
2. RE-ELECT MR. JOHN . H. MAASLAND AS A DIRECTOR Management For
3. RE-ELECT MR. MAXIMO PACHECO AS A DIRECTOR Management For
4. ELECT MR. JONATHAN . P. MASON AS A DIRECTOR Management For
5. RE-APPOINT DELOITTE AS AUDITOR OF THE COMPANY Management For
AND AUTHORIZE THE DIRECTORS TO F IX THE AUDITOR
S REMUNERATION
S.6 APPROVE TO REVOKE THE EXISTING CONSTITUTION OF Management For
THE COMPANY AND ADOPT A REPLACE MENT CONSTITUTION
IN THE FORM TABLED AT THE MEETING
- -----------------------------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS MIX Meeting Date: 05/18/2005
Issuer: F22797108 ISIN: FR0000045072 BLOCKING
SEDOL: 7262610, 7688272, B032831
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE ALLOCATION OF EUR 4,987,500.00 UPON Management
THE PRIOR RETAINED EARNINGS AC COUNT CORRESPONDING
TO THE AMOUNT OF THE EXCEPTIONAL TAX; AN AMOUNT
OF EUR 200 ,000,000.00 CHARGED TO THE SPECIAL
RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL
BE TRANSFERRED AS FOLLOWS: EUR 195,012,500.00
TO THE ORDINARY RESERVES AC COUNT, EUR 4,987,500.00
TO THE BALANCE CARRY FORWARD ACCOUNT
O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS,
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR TH E YEAR CLOSED ON 31 DEC 2004; APPROVE
THE NON-DEDUCTIBLE FEES AND EXPENSES OF EUR 43,057.51;
ACCORDINGLY, GRANT PERMANENT DISCHARGE TO THE
BOARD OF DIRECTOR S MEMBERS FOR THE PERFORMANCE
OF THEIR DUTIES DURING THE SAID FY
O.3 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS, APPR OVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
O.4 ACKNOWLEDGE THAT THE NET INCOME AMOUNTS TO EUR Management
1,248,608,708.30 AND APPROVE TH AT: THE FY 2004
PROFITS FROM WHICH WILL BE DEDUCTED THE PRIOR
RETAINED EARNING OF EUR 162,173.67 I.E. A GLOBAL
AMOUNT OF EUR 1,248,446,534.63, WILL BE ALLOC
ATED AS FOLLOWS: TO THE LEGAL RESERVE: EUR 62,430,435.42,
TO THE GLOBAL DIVIDE ND: EUR 972,524,808.42,
TO THE CARRY FORWARD ACCOUNT: EUR 213,491,290.79;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 0.66 PER SHARE; AN INTERIM DIV IDEND OF
EUR 0.30 WAS PAID ON 16 DEC 2004, THE REMAINING
DIVIDEND OF EUR 0.36, ELIGIBLE FOR THE 50% ALLOWANCE,
WILL BE PAID ON 27 MAY 2005
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVE
THE SAID REPORT A ND THE AGREEMENTS REFERRED
TO THEREIN
O.6 APPROVE THE RESIGNATION OF MR. JEAN LE BRUN AS Management
A DIRECTOR AND APPOINT MR. ALAI N DAVID AS A
DIRECTOR FOR THE REMAINDER OF THE LATTER S TERM
OF OFFICE, I.E. U NTIL THE CLOSE OF THE OGM WHICH
WILL DELIBERATE UPON THE ANNUAL FINANCIAL STAT
EMENTS FOR THE FY 2006
O.7 APPOINT MR. PHILIPPE CAMUS IN REPLACEMENT OF Management
MR. GERARD MESTRALLET AS A DIRE CTOR FOR A PERIOD
OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. RENE Management
CARRON AS A DIRECTOR FOR A PER IOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ALAIN Management
DIEVAL AS A DIRECTOR FOR A PE RIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DANIEL Management
LEBEGUE AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management
MICHAUT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-CLAUDE Management
PICHON AS A DIRECTOR FO R A PERIOD OF 3 YEARS
O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. XAVIER Management
FONTANET AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.14 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CORRADO Management
PASSERA AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.15 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 670,000.00 Management
TO THE DIRECTORS
O.16 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 35.00, M INIMUM SALE PRICE: EUR 10.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
TH E SHARE CAPITAL, MAXIMUM AMOUNT FOR THIS PURCHASE
PROGRAMME: IT WILL NOT EXCEE D EUR 2,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ,
IT CANCEL S AND REPLACES THE AUTHORIZATION GIVEN
BY THE OGM OF 19 MAY 2004; AUTHORIZE TH E BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSA RY FORMALITIES
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
WITH OR WITHOUT PREMIUM, THE SHARE CAPITAL BY
A MAXIMUM NOMI NAL AMOUNT OF EUR 2,000,000,000.00,
BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, THE COMPANY S
COMMON SHARES OR OF ANY OTHER SECURITIES GIVING
ACCESS BY ALL MEANS TO THE COMPANY S COMMON SHARE
S; THE NOMINAL VALUE OF THE EQUITY SECURITIES
ISSUED SHALL NOT EXCEED EUR 5,00 0,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ,
IT CANCELS AND REPL ACES, FOR THE PERIOD UNUSED,
THE DELEGATION GIVEN BY THE EGM OF 19 MAY 2004;
A ND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY
FORMALITIES
O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
WITH OR WITHOUT PREMIUM, THE SHARE CAPITAL BY
A MAXIMUM AMOU NT OF EUR 900,000,000.00, BY WAY
OF ISSUING, WITH WAIVER OF SHAREHOLDERS PRE-
EMPTIVE RIGHTS, THE COMPANY S COMMON SHARES OR
OF ANY OTHER SECURITIES GIVING ACCESS BY ALL
MEANS TO THE COMPANY S COMMON SHARES; THE NOMINAL
VALUE OF THE E QUITY SECURITIES ISSUED SHALL
NOT EXCEED EUR 5,000,000,000.00; THE WHOLE WITHI
N THE LIMIT OF THE UNUSED PORTION OF THE CEILINGS
RESPECTIVELY SET IN RESOLUTI ON NUMBER O.17 IT
IS SPECIFIED THAT ANY ISSUE REALIZED ACCORDING
THE PRESENT R ESOLUTION SHALL COUNT AGAINST THE
CORRESPONDING CEILING OR CEILINGS ; AUTHOR
ITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS
AND REPLACES, OR THE PERIOD U NUSED, THE DELEGATION
GIVEN BY THE EGM OF 19 MAY 2004
E.19 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management
INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 3,000,000,000.00, BY WAY OF CAPITALIZING
PREMIUMS, RETAINED EARNINGS, INCOME OR OTHERS,
TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE R AISE OF THE PAR VALUE OF THE
EXISTING SHARES, OR BY UTILIZING THESE TWO METHOD
S; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
, IT CANCELS AND REPLACES, FOR T HE PERIOD UNUSED,
THE DELEGATION GIVEN BY THE CGM OF 19 MAY 2004;
AUTHORIZE TH E BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA
RY FORMALITIES
O.20 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management
INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, NOT EXCEEDING AN AMOUNT
OF EUR 150,000,000.00, BY WAY OF ISSUING SHARES
IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS
OF A COMPANY SAVING PLAN; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION GIVEN BY
THE CGM OF 19 MAY 2004; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NE CESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, FOR AN AMOUNT NOT EXCEEDING
EUR 40,000, 000.00, BY WAY ISSUING NEW SHARES
RESERVED TO THE COMPANY CREDIT AGRICOLE INTE
RNATIONAL S EMPLOYEES; AUTHORITY EXPIRES AT
THE CLOSE OF THE GENERAL MEETING TO BE CALLED
TO APPROVE THE FINANCIAL STATEMENTS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT
IES
O.22 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, FOR AN AMOUNT NOT EXCEEDING
EUR 40,000, 000.00, BY WAY OF ISSUING SHARES
TO BE PAID-UP IN CASH, IN FAVOR OF THE EMPLOY
EES OF CERTAIN LEGAL ENTITIES OF THE GROUP CREDIT
AGRICLE S.A., ESTABLISHED IN THE USA AND WHOSE
EMPLOYMENT CONTRACT IS RULED BY THE LAW OF THE
USA, WHEN TH ESE EMPLOYEES ARE MEMBERS OF AN
ENTERPRISE SAVINGS PLAN OF ONE OF THE GROUP CR
EDIT AGRICOLE S LEGAL ENTITIES THE AMERICAN
EMPLOYEES ; AUTHORITY EXPIRES AT THE END OF
18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECES SARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.23 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN AIM OF THE RESOLUTION NUMBER O.16 OR OF
PREVIOUS AUTHORIZATIONS ; THE TOTAL NUMBER O
F SHARES IN THE 24 MONTHS NOT EXCEEDING 10% OF
THE CAPITAL; AUTHORITY EXPIRES AT THE END OF
24 MONTHS ; IT CANCELS EFFECTIVE IMMEDIATELY,
THE AUTHORIZATION GIVEN BY THE CGM OF 19 MAY
2004; AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
O.24 AMEND THE ARTICLES OF ASSOCIATION NUMBER 9.A Management
STATUTORY ALTERATION IN ORDER TO RAISE THE PERCENTAGE
OF THE THRESHOLD EXCEEDING, AS A RESULT OF THE
DECISION TO RAISE IT FROM 0.6% TO 1% OF THE CAPITAL
OR OF THE VOTING RIGHTS
O.25 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, GENERAL MEETING PROXY SERVICES
* 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
- -----------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM Meeting Date: 05/18/2005
Issuer: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 66998, 6178774, 7168310
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. TH ANK YOU.
1. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management
AND THE REPORT OF THE SUPERVI SORY BOARD FOR
THE FY 2004
2. APPROVE THE PROFIT APPROPRIATION Management
3. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management
THE SUPERVISORY BOARD
4. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
5. APPOINT THE AUDITOR Management
6. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management
7. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management
8. APPOINT THE SUPERVISORY BOARD Management
- -----------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM Meeting Date: 05/18/2005
Issuer: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
223984 DUE TO ADDITIONAL RESO LUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. TH ANK YOU.
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 924,552,218.20 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.70 PER ENTITLED NO-PAR
SHARE; THE DIV IDEND ON COMPANY SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVID
END AND PAYABLE DATE 19 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 GUSELLSCHAFT AG, Management
FRANKFURT AS THE AUDITORS FOR THE FY 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management
SHARES, AT A PRICES NOT DIFFERIN G MORE THAN
10% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 31 OCT 2006; THE TRADING PORTFOLIO SHARES
ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED 5%
OF THE SHARE CAPITAL OF THE END OF EACH DAY
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS CURRENT SHARE CAPITAL THROUGH
THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN
10% ABOVE NOR M ORE THAN 20% BELOW, THE MARKET
PRICE OF THE SHARES OR BY WAY OF A REPURCHASE
O FFER AT PRICES NEITHER MORE THAN 10% BELOW
NOR MORE THAN 15% ABOVE, THE MARKET PRICE OF
SHARES ON OR BEFORE 31 OCT 2006; AND AUTHORIZE
THE BOARD OF DIRECTOR S TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
A RIGH TS OFFERING INSOFAR AS THE SHARES ARE
USED FOR ACQUISITION PURPOSES; IF THE SH ARES
ARE OFFERED TO THE SHAREHOLDERS BY WAY OF RIGHTS
OFFERING, SHARES SHALL A LSO BE OFFERED TO HOLDERS
WARRANTS, CONVERTIBLE BONDS, AND PARTICIPATION
CERTI FICATES WITH CONVERSATION RIGHTS; THE SHARES
MAY ALSO BE USED FOR THE ISSUE OF EMPLOYEE SHARES
OR WITH IN THE SCOPE OF EXISTING STOCK OPTION
PLANS SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE OR RETIRED
8.1 ELECT DR. KARL-GERHARD EICK AS AN OFFICER FOR Management
THE SUPERVISORY BOARD
8.2 ELECT PROF. DR. PAUL KIRCHHOF AS AN OFFICER FOR Management
THE SUPERVISORY BOARD
8.3 ELECT DR. JUR. DR.-ING. E.H. HEINRICH VON PIERER Management
AS AN OFFICER FOR THE SUPERVI SORY BOARD
8.4 ELECT MR. DIETER BERG AS AN OFFICER FOR THE SUPERVISORY Management
BOARD
8.5 ELECT MR LUTZ WITTIG AS AN OFFICER FOR THE SUPERVISORY Management
BOARD
- -----------------------------------------------------------------------------------------------------------------------------
DEUTSCHE POST AG, BONN OGM Meeting Date: 05/18/2005
Issuer: D19225107 ISIN: DE0005552004
SEDOL: 4617859, 7158441
- -----------------------------------------------------------------------------------------------------------------------------
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 AN NUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 1,300,702,582.54 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.50 PER NO-PAR SHARE EUR
744,302,582 .54 SHALL BE ALLOCATED TO THE OTHER
REVENUE RESERVES 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. APPOINT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management
DUESSELDOR F AS THE AUDITORS FOR THE FY 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 10% FROM THE MARKET PRICE OF
THE SHARE S 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 31 OCT 2006; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, TO USE THE SHARES
IN CO NNECTION WITH 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 AGAINST PAYMENT IN CASH
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRI CE, AND TO USE THE SHARES WITHIN THE SCOPE
OF THE COMPANY S EXECUTIVE STOCK OP TION PLANS
2000 AND 2003
7. APPROVE THE REVOCATION OF THE EXISTING AUTHORIZED Management
CAPITAL, THE CREATION OF NEW AUTHORIZED CAPITAL,
AND THE CORRESPONDING AMENDMENT TO THE ARTICLE
OF ASSOCIA TION; THE EXISTING AUTHORIZATION OF
13 OCT 2000, TO CREATE AUTHORIZED CAPITAL, SHALL
BE REVOKED; AUTHORIZE THE BOARD OF MANAGING DIRECTORS,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE COMPANY S SHARE CAPITAL BY UP TO
EU R 250,000,000 THROUGH THE ISSUE OF UP TO 250,000,000
REGISTERED SHARES AGAINST PAYMENT IN KIND, ON
OR BEFORE 17 MAY 2010 AUTHORIZED CAPITAL 2005
8.1 ELECT MR. GERD EHLERS TO THE SUPERVISORY BOARD Management
8.2 ELECT MR. ROLAND OETKER TO THE SUPERVISORY BOARD Management
8.3 ELECT MR. HANS W. REICH TO THE SUPERVISORY BOARD Management
8.4 ELECT MR. DR. JUERGEN WEBER TO THE SUPERVISORY Management
BOARD
* PLEASE BE ADVISED THAT DEUTSCHE POST AG SHARES Non-Voting
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. TH ANK YOU
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
KINGBOARD CHEMICAL HOLDINGS LTD AGM Meeting Date: 05/18/2005
Issuer: G52562140 ISIN: KYG525621408
SEDOL: 6491318, B03BR75
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For
AND THE DIRECTORS REPORT AND THE AUDITORS REPORT
THEREON FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management Against
3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE BOARD Management Against
OF DIRECTORS TO FIX THE DIRECTO RS REMUNERATION
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For
OF DIRECTORS TO FIX THEIR REMU NERATION
5.a AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY OR SECURITIES CONVERTIBLE
INTO SHARES, OPTIONS, WARRANTS OR SIMILAR RIGHTS
TO SUBSCRIBE FOR ANY SHARES, AND MAKE OR G RANT
OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER
THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF T HE COMPANY OTHERWISE THAN PURSUANT
TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF
RIGHTS OF SUBSCRIPTION OR CONVERSION OR ANY SECURITIES
WHICH ARE CONVERTIBL E INTO SHARES; OR III) THE
EXERCISE OF ANY SHARE OPTION SCHEME OR SIMILAR
ARRA NGEMENT; OR IV) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
5.b APPROVE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For
SHARES OF THE COMPANY SHAR ES OR SECURITIES
CONVERTIBLE INTO SHARES ON THE STOCK EXCHANGE
OF HONG KONG L IMITED THE STOCK EXCHANGE OR
ON ANY OTHER STOCK EXCHANGE ON WHICH THE SECURI
TIES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
FOR THIS PURPOSE BY THE SECUR ITIES AND FUTURES
COMMISSION OF HONG KONG AND THE STOCK EXCHANGE
UNDER THE HON G KONG CODE ON SHARE REPURCHASED
AND SUBJECT TO AND IN ACCORDANCE WITH ALL APP
LICABLE LAWS AND REGULATIONS, DURING AND AFTER
THE RELEVANT PERIOD, NOT EXCEED ING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRAT
ION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS
TO BE HELD BY LAW
5.c APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
5.A AND 5.B, TO EXTEND TH E GENERAL MANDATE GRANTED
TO THE DIRECTORS TO ALLOT, ISSUE OR OTHERWISE
DEAL W ITH SHARES OF THE COMPANY PURSUANT TO
RESOLUTION 5.A, TO ADD TO THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE OF THE COMPANY REPURCHASED
PURSUANT TO RESOLUTION 5.B, PROVIDED THAT SUCH
AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AM OUNT OF THE SHARE CAPITAL OF THE COMPANY AT
THE DATE OF PASSING THIS RESOLUTIO N
S.6 AMEND ARTICLES 63, 84 AND 92 OF THE ARTICLES Management For
OF ASSOCIATION OF THE COMPANY AND ADOPT THE NEW
ARTICLES OF ASSOCIATION OF THE COMPANY, CONSOLIDATING
ALL OF TH E CHANGES IN REPLACEMENT OF THE EXISTING
ARTICLES OF ASSOCIATION OF THE COMPAN Y
- -----------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV AGM Meeting Date: 05/18/2005
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
- -----------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV AGM Meeting Date: 05/18/2005
Issuer: N0139V100 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624, B02NY59
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
215733 DUE TO CHANGE IN THE R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN D YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. OPENING Non-Voting
2. APPROVE THE REPORT ON THE FY 2004 BY EXECUTIVE Management
BOARD
3.a ADOPT THE 2004 FINANCIAL STATEMENTS Management
3.b APPROVE THE DIVIDEND AND RESERVES POLICY Management
4.a APPOINT MR. D.C. DOIJER AS A MEMBER OF THE SUPERVISORY Management
BOARD
4.b APPOINT MS. M.M. HART PHD AS A MEMBER OF THE Management
SUPERVISORY BOARD
4.c APPOINT MR. B. HOOGENDOORN AS A MEMBER OF THE Management
SUPERVISORY BOARD
4.d APPOINT MS. S.M. SHERN AS A MEMBER OF THE SUPERVISORY Management
BOARD
5. AMEND THE REMUNERATION OF THE MEMBERS OF THE Management
SUPERVISORY BOARD
6.a AUTHORIZE THE EXECUTIVE BOARD TO ISSUE COMMON Management
SHARES OR GRANT RIGHTS TO ACQUIR E COMMON SHARES
6.b AUTHORIZE THE EXECUTIVE BOARD TO RESTRICT OR Management
EXCLUDE PRE-EMPTIVE RIGHTS
7. AUTHORIZE THE EXECUTIVE BOARD TO ACQUIRE COMMON Management
SHARES IN THE COMPANY AT THE S TOCK EXCHANGE
8. ANY OTHER ITEMS Other
9. CLOSING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
LOGICACMG PLC AGM Meeting Date: 05/18/2005
Issuer: G55552106 ISIN: GB0005227086
SEDOL: 0522708, 5806322, 7529478, B02SY87
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL REPORT AND ACCOUNTS Management For
FOR THE YE 31 DEC 2004
2. APPROVE A FINAL DIVIDEND OF 3.5 PENCE FOR EACH Management For
ORDINARY SHARE FOR THE YE 31 DE C 2004
3. APPROVE THE REMUNERATION COMMITTEE REPORT FOR Management For
THE YE 31 DEC 2004
4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
COMPANY S AUDITORS UNTIL NEXT YEA R S AGM AND
AUTHORIZE THE DIRECTORS TO SET THEIR FEES
5. ELECT MR. ROGER PAYNE AS A NON-EXECUTIVE DIRECTOR Management For
6. RE-ELECT MR. HELMUT MAMSCH AS A NON-EXECUTIVE Management For
DIRECTOR
7. RE-ELECT MR. JIM MCKENNA AS AN EXECUTIVE DIRECTOR Management For
8. RE-ELECT MR. COR STUTTERHELM AS A NON-EXECUTIVE Management For
DIRECTOR
9. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 1 985, TO MAKE ONE OR
MORE MARKET PURCHASES OF UP TO 75,094,677 ORDINARY
SHARES WHICH IS EQUIVALENT TO 10 PERCENT OF
THE COMPANY S ISSUED SHARE CAPITAL AS AT 1 MAR
2005, AT A MINIMUM PRICE OF 10 PENCE EACH EXCLUSIVE
OF ANY EXPENSES PAY ABLE BY THE COMPANY AND UP
TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR S UCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER TH E PREVIOUS
5 BUSINESS DAYS; AUTHORITY SHALL REMAIN IN FORCE
UNTIL HE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY
BUT WILL TERMINATE ON THE DATE FALLING 12 MO
NTHS FROM THE DATE THAT THIS RESOLUTION IS PASSED
IF THE AGM HAS NOT BEEN HELD BY THAT DATE ; 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
10. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For
SECTION 80 UP TO A TOT AL NOMINAL VALUE OF
GBP 24,781,243 AUTHORITY EXPIRES AT THE CONCLUSION
OF TH E AGM OF THE COMPANY NEXT YEAR ; AND THE
COMPANY MAY ALLOT RELEVANT SECURITIES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For
SECTION 94 IN EXCHANGE FO R CASH PURSUANT TO
THE AUTHORITY GRANTED IN RESOLUTION 10, DISAPPLYING
THE STA TUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFER
OF SECURITIES WHICH IS MADE TO EACH OF THE HOLDERS
O F ORDINARY SHARES; B) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 3,754,733 BEING 37,547,338 ORDINARY
SHARES OF 10 PENCE EACH; AUTHORITY EXPIRES THE
ON THE CO NCLUSION OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT EQUITY S ECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.12 APPROVE THE NEW ARTICLES OF ASSOCIATION OF THE Management Against
COMPANY IN THE FORM INITIALED BY THE CHAIRMAN
FOR THE PURPOSES OF IDENTIFICATION AND PRESENTED
TO THE MEETIN G IN SUBSTITUTION FOR AND TO THE
EXCLUSION OF THE COMPANY S PRESENT ARTICLES OF
ASSOCIATION
13. APPROVE THE RULES OF THE LOGICACMG 2005 UK SHARESAVE Management For
PLAN THE UK PLAN PRODUC ED IN DRAFT TO THIS
MEETING, WHICH FOR THE PURPOSES OF IDENTIFICATION
HAVE BEE N INITIALED BY THE CHAIRMAN AND AUTHORIZE
THE DIRECTORS TO: A) MAKE SUCH MODIF ICATIONS
TO THE UK PLAN AS THEY MAY HE CONSIDER APPROPRIATE
TAKING INTO ACCOUN T THE REQUIREMENTS OF THE
UK LISTING AUTHORITY AND BEST PRACTICE AND TO
ADOPT THE UK PLAN AS SO MODIFIED AND TO DO ALL
SUCH ACTS AND THINGS AS THEY MAY CONS IDER APPROPRIATE
TO IMPLEMENT THE UK PLAN; AND B) ESTABLISH FURTHER
PLANS BASE D ON THE UK PLAN BUT MODIFIED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL O R SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAIL ABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST THE LIMITS ON
IN DIVIDUAL OR OVERALL PARTICIPATION IN THE UK
PLAN
14. APPROVE THE RULES OF THE LOGICACMG 2005 INTERNATIONAL Management For
SHARESAVE PLAN THE INTE RNATIONAL PLAN PRODUCED
IN DRAFT TO THIS MEETING, WHICH FOR THE PURPOSES
OF I DENTIFICATION HAVE BEEN INITIALLED BY THE
CHAIRMAN AND AUTHORIZE THE DIRECTORS TO: A) MAKE
SUCH MODIFICATIONS TO THE INTERNATIONAL PLAN
AS THEY MAY HE CONSI DER APPROPRIATE TAKING INTO
ACCOUNT THE REQUIREMENTS OF THE UK LISTING AUTHORI
TY AND BEST PRACTICE AND TO ADOPT THE INTERNATIONAL
PLAN AS SO MODIFIED AND TO DO ALL SUCH ACTS AND
THINGS AS THEY MAY CONSIDER APPROPRIATE TO IMPLEMENT
UK PLAN; AND B) ESTABLISH FURTHER PLANS BASED
ON THE INTERNATIONAL PLAN BUT MODIF IED TO TAKE
ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES
LAWS IN OVERS EAS TERRITORIES, PROVIDED THAT
ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER
PL ANS ARE TREATED AS COUNTING AGAINST THE LIMITS
ON INDIVIDUAL OR OVERALL PARTIC IPATION IN THE
INTERNATIONAL PLAN
15. AUTHORIZE THE COMPANY TO INCUR EUROPEAN UNION Management Against
POLITICAL EXPENDITURE, AS DEFINE D IN PART XA
OF THE COMPANIES ACT 1985 AS AMENDED BY THE
POLITICAL PARITIES, ELECTION AND REFERENDUMS
ACT 2000 PROVIDED THAT: I) THE MAXIMUM SUM WHICH
MAY BE INCURRED AS EU POLITICAL EXPENDITURE SHALL
NOT EXCEED GBP 250,000 IN AGGR EGATE IN ANY
12 MONTHS PERIOD COMMENCING ON THE DATE OF THE
2005 AGM; II) THE AUTHORITY IN(I) ABOVE WOULD
BE FOR A PERIOD OF FOUR YEARS UNLESS IT IS RENEWED
, VARIED OR REVOKED BEFORE THEN IN GENERAL MEETING;
III) THE MAXIMUM SUM REFER RED TO IN (I) ABOVE
MAY COMPRISE ORE THAN ONE CURRENCY WHICH SHALL
BE CONVERTE D INTO STERLING AT A RATE TO BE DETERMINED
BY THE DIRECTORS; AND IV) THE COMPA NY MAY INCUR
EXPENDITURE AFTER THIS AUTHORITY ENDS IF THE
EXPENDITURE IS MADE PURSUANT TO AN AGGREGATE
WHICH WAS MADE BEFORE THIS AUTHORITY ENDS
16. AUTHORIZE THE LOGICACMG UK LIMITED, A WHOLLY Management Against
OWNED SUBSIDIARY OF THE COMPANY, TO INCUR EUROPEAN
UNION POLITICAL EXPENDITURE, AS DEFINED IN PART
XA OF THE C OMPANIES ACT 1985 AS AMENDED BY
THE POLITICAL PARITIES, ELECTION AND REFEREND
UMS ACT 2000 PROVIDED THAT: I) THE MAXIMUM SUM
WHICH MAY BE INCURRED AS EU PO LITICAL EXPENDITURE
SHALL NOT EXCEED GBP 250,000 IN AGGREGATE IN
ANY 12 MONTH S PERIOD COMMENCING ON THE DATE
OF THE 2005 AGM; II) THE AUTHORITY IN(I) ABOVE
WOULD BE FOR A PERIOD OF FOUR YEARS UNLESS IT
IS RENEWED, VARIED OR REVOKED B EFORE THEN IN
GENERAL MEETING; III) THE MAXIMUM SUM REFERRED
TO IN (I) ABOVE M AY COMPRISE ORE THAN ONE CURRENCY
WHICH SHALL BE CONVERTED INTO STERLING AT A RATE
TO BE DETERMINED BY THE DIRECTORS; AND IV) LOGICACMG
UK LIMITED MAY INCUR EXPENDITURE AFTER THIS AUTHORITY
ENDS IF THE EXPENDITURE IS MADE PURSUANT TO AN
AGGREGATE WHICH WAS MADE BEFORE THIS AUTHORITY
ENDS
- -----------------------------------------------------------------------------------------------------------------------------
MAYR-MELNHOF KARTON AG AGM Meeting Date: 05/18/2005
Issuer: A42818103 ISIN: AT0000938204 BLOCKING
SEDOL: 4563640, 5373633, B02Q7P9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, MANAGEMENT AND THE Management
SUPERVISORY REPORTS FOR THE YEAR 2004
2. APPROVE THE ALLOCATION OF NET INCOME Management
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
FOR THE FY 2004
4. APPROVE THE ACTIONS OF THE SUPERVISORY BOARD Management
DURING THE FY 2004
5. APPROVE THE STATUTORY ALLOWANCE OF THE SUPERVISORY Management
BOARD FOR THE YEAR 2004
6. ELECT THE SUPERVISORY BOARD Management
7. ELECT THE AUDITORS FOR THE FY 2005 Management
8. APPROVE THE EXTENSION TO PURCHASE OWN SHARES Management
UNTIL 18 NOV 2006
9. APPROVE TO CHANGE ARTICLE PARAGRAPH 12 ORGANIZATION Management
OF THE SUPERVISORY BOARD STATING THAT THE BOARD
ELECTS A HEAD AND 3 REPRESENTATIVES
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
NEXT PLC, LEICESTER AGM Meeting Date: 05/18/2005
Issuer: G6500M106 ISIN: GB0032089863
SEDOL: 3208986, B02SZZ1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS AND REPORTS OF Management For
THE DIRECTORS AND THE AUDITORS F OR THE PERIOD
ENDED 29 JAN 2005
2. APPROVE THE REMUNERATION REPORT FOR THE PERIOD Management For
ENDED 29 JAN 2005
3. DECLARE A FINAL DIVIDEND OF 28P PER SHARE IN Management For
RESPECT OF THE PERIOD ENDED 29 JA N 2005
4. ELECT MR. JONATHAN DAWSON AS A DIRECTOR WHO RETIRES Management For
ACCORDING TO ARTICLE 97 HA VING BEEN APPOINTED
BY THE BOARD DURING THE YEAR
5. ELECT MR. CHRISTINE CROSS AS A DIRECTOR WHO RETIRES Management For
ACCORDING TO ARTICLE 97 HA VING BEEN APPOINTED
BY THE BOARD DURING THE YEAR
6. RE-ELECT MR. SIMON WOLFSON AS A DIRECTOR WHO Management For
RETIRES BY ROTATION ACCORDING TO ARTICLE 91
7. RE-ELECT MR. ANDREW VARLEY AS A DIRECTOR WHO Management For
RETIRES BY ROTATION ACCORDING TO ARTICLE 91
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
AND AUTHORIZE THE DIRECTORS TO SE T THEIR REMUNERATION
9. APPROVE: A) THE NEXT MANAGEMENT SHARE OPTION Management For
PLAN THE PLAN , THE MAIN FEATURE S OF WHICH
ARE SPECIFIED IN APPENDIX 1 ON PAGE 57 TO 58
AND AUTHORIZE THE DIRE CTORS TO TAKE ANY ACTION
AS THEY CONSIDER NECESSARY TO IMPLEMENT THE PLAN;
AND B) TO AUTHORIZE THE DIRECTORS TO ESTABLISH
PLANS BASED ON THE PLAN AS THEY CO NSIDER APPROPRIATE
FOR EMPLOYEES RESIDENT OUTSIDE THE UK, HAVING
REGARD TO LOC AL TAX AND SECURITIES LAWS AND
EXCHANGE CONTROLS PROVIDED THAT ANY AWARDS GRA
NTED UNDER THOSE PLANS SHALL BE TREATED AS GRANTED
UNDER THE PLAN FOR THE PURP OSE OF THE INDIVIDUAL
AND OVERALL LIMITS ON PARTICIPATION
10. AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For
SECTION 80 OF THE COMPANIES ACT 1 985 THE ACT
, TO EXERCISE ALL POWERS OF THE COMPANY TO ALLOT
RELEVANT SECURIT IES SECTION 80 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 8,500,000; AUTHORITY EXPIRES
ON 18 MAY 2010 BUT TO BE CAPABLE OF PREVIOUS
REVOCATION OR VARIATION BY THE COMPANY IN GENERAL
MEETING AND OF RENEWAL FROM TIME TO TIME BY THE
COMP ANY IN GENERAL MEETING FOR A FURTHER PERIOD
NOT EXCEEDING FIVE YEARS PROVIDED THAT: A) THE
COMPANY MAY MAKE ANY OFFER OR AGREEMENT BEFORE
THE EXPIRY OF THIS AUTHORITY THAT WOULD OR MIGHT
REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTE
R THIS AUTHORITY HAS EXPIRED; AND B) ALL PREVIOUS
AUTHORITIES TO ALLOT SECURIT IES CONFERRED BY
RESOLUTION OF THE COMPANY PURSUANT TO SECTION
80 OF THE ACT O R OTHERWISE BE AND THEY ARE HEREBY
REVOKED TO THE EXTENT THAT THEY HAVE NOT B EEN
PREVIOUSLY UTILIZED
S.11 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION
95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT
EQUITY SECURITI ES SECTION 94 PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 10 SET OUT
I N THE NOTICE OF THIS MEETING FOR CASH AND SELL
RELEVANT SHARES AS DEFINED IN THE SECTION 94
OF THE ACT HELD BY THE COMPANY AS TREASURY SHARES
AS DEFINED IN SECTION 162A OF THE ACT FOR CASH,
DISAPPLYING THE STATUTORY PRE-EMPTION RI GHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
AND SALE OF TREASURY SHARES: A) IN CONNECTION
WITH A RIGHTS ISSUE , OPEN OFFER OR OTHER PRE-EMPTIVE
OFFER IN FAVOR OF ORDINARY SHAREHOLDER S; B)
UP TO AN AGGREGATE NOMINAL VALUE OF GBP 1,300,00
BEING LESS THAN 5% OF T HE ISSUED ORDINARY SHARE
CAPITAL OUTSTANDING AT 21 MAR 2005; AUTHORITY
EXPIRE S ON 18 MAY 2010 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES OR SELL TREAS URY SHARES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
ARTICLE 46 OF THE ARTICLES OF AS SOCIATION OF
THE COMPANY AND SECTION 166 OF THE COMPANIES
ACT 2985 THE ACT TO MAKE MARKET PURCHASES SECTION
163 OF THE COMPANIES ACT 1985 OF UP TO 39,0
00,000 ORDINARY SHARES OF 10P EACH OR NO MORE
THAN 15% OF THE ISSUED ORDINARY SHARE CAPITAL
OUTSTANDING AT THE DATE OF THE AGM, SUCH LIMIT
TO BE REDUCED BY THE NUMBER OF ANY SHARES PURCHASED
PURSUANT TO THE AUTHORITY GRANTED AT RESOLU TION
13 BELOW, AT A MINIMUM PRICE OF 10P AND NOT MORE
THAN 5% ABOVE THE AVERAG E MARKET VALUE FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OF FICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF 18 MONTHS
OR AT THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY HELD IN 200 6 ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
S HARES WHICH WILL OR MAY BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
S.13 APPROVE, FOR THE PURPOSES OF SECTION 164 AND Management For
165 OF THE COMPANIES ACT 1985, TH E PROPOSED
PROGRAMME AGREEMENTS TO BE ENTERED INTO BETWEEN
THE COMPANY AND EAC H OF GOLDMAN SACHS INTERNATIONAL,
UBS AG AND DEUTSCHE BANK AG THE PROGRAMME A
GREEMENTS AND AUTHORIZE THE COMPANY, TO ENTER
INTO THE PROGRAMME AGREEMENTS A ND ALL ANY CONTINGENT
OFF-MARKET PURCHASE BY THE COMPANY OF ITS ORDINARY
SHARE S OF 10 PENCE EACH FOR CANCELLATION, AS
MORE FULLY DESCRIBED IN APPENDIX 2 ON PAGE 58
TO 59 AUTHORITY EXPIRES THE EARLIER OF 18 MONTHS
AFTER THE DATE ON WH ICH THIS RESOLUTION IS PASSED
AND THE CONCLUSION OF THE AGM OF THE COMPANY
TO BE HELD IN 2006, UNLESS SUCH AUTHORITY IS
RENEWED PRIOR TO THAT TIME EXCEPT I N RELATION
TO THE PURCHASE OF ORDINARY SHARES UNDER ANY
CONTINGENT FORWARD TRA DE EFFECTED OR MADE BEFORE
THE EXPIRY OF SUCH AUTHORITY AND WHICH MIGHT
BE COM PLETED WHOLLY OR PARTLY AFTER SUCH EXPIRY
, AND PROVIDED THAT SHARES PURCHASE D PURSUANT
TO THIS AUTHORITY WILL REDUCE THE NUMBER OF SHARES
THAT THE COMPANY MAY PURCHASE UNDER THE GENERAL
AUTHORITY GRANTED UNDER RESOLUTION S.12
S.14 AMEND THE ARTICLE 141 OF THE COMPANY S ARTICLES Management For
OF ASSOCIATION BY DELETING IT AND REPLACING IT
WITH A NEW ONE
- -----------------------------------------------------------------------------------------------------------------------------
OMV AG, WIEN AGM Meeting Date: 05/18/2005
Issuer: A51460110 ISIN: AT0000743059 BLOCKING
SEDOL: 4651459, 5179950, 5788873, B02Q7Q0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL STATEMENT OF ACCOUNTS AND Management
THE REPORT BY THE SUPERVISORY BOA RD
2. APPROVE THE APPROPRIATION OF NET PROFITS Management
3. APPROVE THE CAPITAL INCREASE FROM THE COMPANY Management
S OWN RESOURCES WITH ISSUING NEW SHARES FROM
EUR 21810000 TO EUR 300000000 AND ALTER THE STATUTES
PARAGRAPH 3
4. APPROVE THE SHARES TO SPLIT AT A RATIO OF 1:10 Management
AND ALTER THE STATUES PARAGRAPH 3
5. APPROVE TO CHANGE THE STATUTES BOARD OF PARAGRAPH Management
12 RESOLUTIONS, SUPERVISORY BOARD
6. APPROVE THE ACTIVITIES UNDERTAKEN BY THE BOARD Management
OF DIRECTORS AND THE SUPERVISOR Y BOARD IN THE
YEAR 2004
7. APPROVE THE REMUNERATION FOR THE SUPERVISORY Management
BOARD FOR THE YEAR 2004
8. APPROVE THE SHARE OPTION PLAN OF 2005 AND GRANT Management
AUTHORITY TO BUY OWN SHARES
9. ELECT THE BALANCE SHEET AUDITOR FOR THE YEAR 2005 Management
- -----------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS OGM Meeting Date: 05/18/2005
Issuer: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SE COND CALL ON
31 MAY 2005.CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED.PLEASE BE ALSO ADVISED THAT YOU R
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED.T HANK YOU
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management
AND THE GENERAL REPORT OF THE AUDITORS AND APPROVE
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE Y EAR 2004, IN THE FORM PRESENTED TO
THE MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS A ND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.3 APPROVE THE TRANSFER OF THE AMOUNT OF EUR 200,000,000.00, Management
PURSUANT TO THE ARTI CLE 39 OF THE AMENDED FINANCE
LAW, POSTED TO THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FO R THE FY :
EUR 2,854,176,549.99; RETAINED EARNINGS : EUR
158,403,755.79 AN E XTRAORDINARY TAX ON THE
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS BEING
TAKEN IN TO ACCOUNT (EUR 4,987,500.00) ; DISTRIBUTABLE
PROFITS : EUR 3,012,580,305. 78; AND TO APPROPRIATE
DISTRIBUTABLE PROFITS AS FOLLOWS : GLOBAL DIVIDEND
: EU R 1,693,685,180.40, CARRIED FORWARD ACCOUNT
: EUR 1,318,895,125.38; THE SHAREH OLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 1.20 PER SHARE
PAYABLE ON 07 JUN 200 5
O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management
ON AGREEMENTS GOVERNED BY THE A RTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID R EPORT AND THE AGREEMENTS REFERRED
TO THEREIN
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS Management
AUDIT AS THE STA TUTORY AUDITORS FOR A PERIOD
OF 6 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
COLL AS PRICEWATERHOUSECOOPE RS AUDIT S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR ANY EARLIER AUTHORITY, T O TRADE THE COMPANY
S SHARES ON THE STOCK EXCHANGE AS PER THE FOLLOWING
CONDIT IONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROG RAM WILL
NOT EXCEED EUR 12,702,638,858.00 AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BO ARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY F ORMALITIES
O.8 APPROVE TO END TO THE DELEGATION GRANTED TO THE Management
BOARD OF DIRECTORS SET FORTH I N RESOLUTION 6
AND GIVEN BY THE GENERAL MEETING OF 13 JUN 2004,
IN ORDER TO IS SUE BONDS
O.9 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY
A MAXIMUM NOMINAL AMOUNT OF EUR 1,400,000,0 00.00,
BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED THE PREFERENTIAL
SHARE EXCLUDED , SHARES OR ANY SECURITIES GIVING
RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO A
DEBT SECURITY; THE NOMINAL MAXI MUM AMOUNT OF
THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RE SOLUTION AND THOSE GRANTED
BY THE RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF
THE PRESENT MEETING IS SET AT EUR 1,600,000,000.00;
AUTHORITY IS GIVEN FOR A PERI OD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
THE PREFERENTIAL SHARE EXCLU DED , SHARES OR
ANY SECURITIES GIVING RIGHT TO THE CAPITAL OR
GIVING THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES;
THE AMOUNT SHALL COUNT AGAINST THE VALU E OF
THE OVERALL CEILING SET FORTH IN RESOLUTION OF
THE PRESENT MEETING AND TH OSE GRANTED BY THE
RESOLUTIONS ; AUTHORITY IS GIVEN FOR A PERIOD
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACC OMPLISH
ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF ALL AND ANY EARLIER AUTHO RITY, TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF CAPITALI ZING
PREMIUMS, RESERVES, PROFITS, PREMIUMS OR ANY
OTHER MEANS PROVIDED THAT SU CH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT T HROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF PAR VALUE OF EXISTING SHARES,
OR BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE
AMOUNT SHALL COUNT AGAINST TH E OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTH ORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTOR
S TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.12 APPROVE THAT THE BOARD OF DIRECTORS MAY DECIDE Management
TO INCREASE THE NUMBER OF SECUR ITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRI PTION PRE-EMPTIVE RIGHTS, TO THE SAME
PRICE THAN THE ONE OF THE INITIAL ISSUE WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE ; THE NOMINAL
AMOUNT OF THE CAPI TAL INCREASED AGAINST THE
OVERALL VALUE SET FORTH IN THE RESOLUTION NUMBER
9 O F THE PRESENT MEETING; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF ALL AND ANY AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR
OF THE MEMB ERS OF ONE OR MORE OF THE COMPANY
SAVINGS PLANS OF THE GROUP SANOFI-AVENTIS AN
D AN AMOUNT WHICH SHALL NOT EXCEED 2% OF THE
SHARE CAPITAL; THE NOMINAL MAXIMU M AMOUNT WHICH
COULD BE REALIZED ACCORDING TO THE PRESENT DELEGATION,
SHALL CO UNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION NUMBER 9 OF THE PRES ENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSAR
Y FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF AL AND ANY EARLIER AUTHOR ITIES, TO GRANT,
IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE
ISSUED THROUGH A SHARE CAPITAL I NCREASE, OR
TO PURCHASE EXISTING SHARES REPURCHASED BY THE
COMPANY, PROVIDED T HAT THE OPTIONS SHALL NOT
GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH
SHALL NOT EXCEED 2.5 OF THE SHARE CAPITAL; THE
NOMINAL MAXIMUM AMOUNT OF THE CAPITAL INCREASE
RESULTING FROM THE EXERCISE OF THE OPTIONS GIVING
A RIGHT TO SUBSCRI BE FOR SHARES, IN ACCORDANCE
WITH THE PRESENT DELEGATION, SHALL COUNT AGAINST
THE CEILING SET FORTH IN THE RESOLUTION NUMBER
9 OF THE PRESENT MEETING; AUTH ORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTOR S TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, TO PROCEED Management
WITH THE ALLOCATIONS FREE OF CHAR GE OF THE COMPANY
S EXISTING SHARES OR TO BE ISSUED THE PREFERENTIAL
SHARES B EING EXCLUDED , IN FAVOR OF BENEFICIARIES
TO BE CHOSEN FROM THE EMPLOYEES AND THE OFFICERS
OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE
CAPITA L INCREASES WHICH WOULD BE REALIZED IN
ACCORDANCE WITH THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION
NUMBER 9 OF THE P RESENT MEETING; AUTHORITY
IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECES SARY FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
OF ALL AND ANY EARLIER AUTHO RITIES, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE COMPANY
S SELF DETAINED SHARES, IN CONNECTION WITH A
STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL
N UMBER OF SHARES CANCELLED IN THE 24 MONTHS
DOES NOT EXCEED 10% OF THE SHARE CA PITAL; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORM ALITIES
O.17 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 REGISTRATION
PRESC RIBED 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 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
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THE SWATCH GROUP AG, NEUENBURG AGM Meeting Date: 05/18/2005
Issuer: H83949141 ISIN: CH0012255151 BLOCKING
SEDOL: 7184725
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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* PLEASE NOTE THAT THIS IS AN 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
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THE SWATCH GROUP AG, NEUENBURG AGM Meeting Date: 05/18/2005
Issuer: H83949133 ISIN: CH0012255144 BLOCKING
SEDOL: 7184736, B00SKY7, B06MKF4
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register
BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US
NOW IF 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.
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THE SWATCH GROUP AG, NEUENBURG OGM Meeting Date: 05/18/2005
Issuer: H83949133 ISIN: CH0012255144 BLOCKING
SEDOL: 7184736, B00SKY7, B06MKF4
- -----------------------------------------------------------------------------------------------------------------------------
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. 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 TO APPROPRIATE THE NET INCOME Management
4. APPROVE TO REDUCE THE SHARE CAPITAL ADAPTATION Management
THE ARTICLE 4 OF THE STATUTES
5. ELECT THE BOARD OF DIRECTORS Management
6. ELECT THE STATUTORY AUDITORS AND THE GROUP AUDITORS Management
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting
NOTICE SENT UNDER MEETING 221734, 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
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THE WHARF (HOLDINGS) LTD AGM Meeting Date: 05/18/2005
Issuer: Y9551M108 ISIN: HK0004000045
SEDOL: 4969226, 6435576, 6959582, B01DRT5
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE THE STATEMENT OF ACCOUNTS AND THE REPORTS Management For
OF THE DIRECTORS AND AUDITOR S FOR THE YE 31ST
DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31ST DEC 2004 Management For
3. RE-ELECT RETIRING DIRECTORS Management For
4. APPOINT AUDITORS AND AUTHORISE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5. APPROVE: TO INCREASE IN THE RATE OF FEE PAYABLE Management For
TO EACH DIRECTOR OF THE COMPAN Y FROM HKD 35,000
PER ANNUM TO HKD 50,000 PER ANNUM, AND TO PAY
TO EACH OF THO SE DIRECTORS OF THE COMPANY WHO
FROM TIME TO TIME ARE ALSO MEMBERS OF THE AUDI
T COMMITTEE OF THE COMPANY OF AN EXTRA REMUNERATION
AT THE RATIO OF HKD 15,000 PER ANNUM
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For
SHARES IN THE CAPITAL OF TH E COMPANY DURING
THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF
HONG KONG LIMIT ED OR ANY OTHER STOCK EXCHANGE
RECOGNISED FOR THIS PURPOSE BY THE SECURITIES
A ND FUTURES COMMISSION OF HONG KONG AND THE
STOCK EXCHANGE OF HONG KONG LIMITED UNDER THE
CODE ON SHARE REPURCHASE, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINA L AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY AT THE DATE OF PASSING
THI S RESOLUTION; AUTHORITY EXPIRES THE EARLIEST
OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY;
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF THE COMPANY IS TO BE HELD BY
LAW; OR THE REVOCATION OR VARIATION OF THE AUTHO
RITY GIVEN UNDER THIS RESOLUTION BY ORDINARY
RESOLUTION OF THE SHAREHOLDERS IN GENERAL MEETING
7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS DURING THE RELEVANT PERIOD,
NOT EXCEEDING THE AGGREGATE OF 20% OF TH E AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE D ATE OF PASSING THIS RESOLUTION;
OTHERWISE THAN PURSUANT TO I) ANY EXECUTIVE OR
EMPLOYEE SHARE OPTION OR INCENTIVE SCHEME; OR
II) A RIGHTS ISSUE; OR III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE
EARLIEST OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY; OR THE EXPIRATION OF THE PERIOD
WI THIN WHICH THE NEXT AGM OF THE COMPANY IS
TO BE HELD BY LAW; OR THE REVOCATION OR VARIATION
OF THE APPROVAL GIVEN UNDER THIS RESOLUTION BY
ORDINARY RESOLUTI ON OF THE SHAREHOLDERS IN GENERAL
MEETING
8. 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 ORDINARY RESOLUTION 7 , BY AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOU NT OF
THE SHARE CAPITAL REPURCHASED BY THE COMPANY
PURSUANT TO ORDINARY RESOLU TION 6 , PROVIDED
THAT SUCH EXTENDED AMOUNT DOES NOT EXCEED 10%
OF THE AGGREG ATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE DATE OF P
ASSING THIS RESOLUTION
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AEON CO LTD AGM Meeting Date: 05/19/2005
Issuer: J00288100 ISIN: JP3388200002
SEDOL: 5754379, 6480048, B01DBV5
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Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1.1 ELECT MR. TOSHIJI TOKIWA AS A DIRECTOR Management For
1.2 ELECT MR. MOTOYA OKADA AS A DIRECTOR Management For
1.3 ELECT MR. YUTAKA FURUTANI AS A DIRECTOR Management For
1.4 ELECT MR. YOSHIKI MORI AS A DIRECTOR Management For
1.5 ELECT MR. YOSHIHARU FUKUHARA AS A DIRECTOR Management Against
1.6 ELECT MR. MINORU MAKIHARA AS A DIRECTOR Management Against
1.7 ELECT MR. GENZO YAMAZAKI AS A DIRECTOR Management For
1.8 ELECT MR. MASAMI ISHIZAKA AS A DIRECTOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
AEON CO LTD AGM Meeting Date: 05/19/2005
Issuer: J00288100 ISIN: JP3388200002
SEDOL: 5754379, 6480048, B01DBV5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1.1 ELECT DIRECTOR Management For
1.2 ELECT DIRECTOR Management For
1.3 ELECT DIRECTOR Management For
1.4 ELECT DIRECTOR Management For
1.5 ELECT DIRECTOR Management Against
1.6 ELECT DIRECTOR Management Against
1.7 ELECT DIRECTOR Management For
1.8 ELECT DIRECTOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
AMP LIMITED AGM Meeting Date: 05/19/2005
Issuer: Q0344G101 ISIN: AU000000AMP6
SEDOL: 5517561, 6115715, 6121206, 6709958, 6710789
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORT AND THE REPORTS Non-Voting Non-Vote Proposal
OF THE DIRECTORS AND THE AUDITOR IN RESPECT OF
THE YE 31 DEC 2004
2.a ELECT MR. JOHN FREDERICK ASTBURY, WHO IS CEASING Management For
TO HOLD OFFICE IN ACCORDANCE WITH CLAUSE 62.3
OF THE CONSTITUTION OF AMP LIMITED, AS A DIRECTOR
OF AMP LIMI TED
2.b RE-ELECT MR. RICHARD JOHN GRELLMAN, A DIRECTOR Management For
RETIRING IN ACCORDANCE WITH CLA USE 64.1 OF THE
CONSTITUTION OF AMP LIMITED, AS A DIRECTOR OF
AMP LIMITED
3. APPROVE TO REDUCE THE CAPITAL OF AMP LIMITED Management For
BY PAYING THE SUM OF 40 CENTS PER FULLY PAID
ORDINARY SHARE IN AMP LIMITED TO THE HOLDERS
OF SUCH SHARES ON THE RECORD DATE SPECIFIED BY
AMP LIMITED
S.4 AMEND THE CONSTITUTION OF AMP LIMITED AS FOLLOWS: Management For
BY DELETING THE DEFINITION O F SCH BUSINESS
RULES IN CLAUSE 1.1 AND INSERTING THE NEW DEFINITION
AS SPECI FIED; BY REPLACING EACH REFERENCE TO
THE SCH BUSINESS RULES WITH A REFERENCE TO
THE ASTC SETTLEMENT RULES ; BY DELETING CLAUSE
65.2 AND REPLACING IT WITH THE NEW CLAUSE 65.2
AS SPECIFIED; BY DELETING CLAUSE 96.1 AND REPLACING
IT WI TH THE NEW CLAUSE 96.1 AS SPECIFIED; BY
INSERTING A NEW CLAUSE 96.5 AS SPECIFI ED; BY
DELETING CLAUSE 101.1 AND REPLACING IT WITH THE
NEW CLAUSE 101.1 AS SPE CIFIED; BY REPLACING
EACH REFERENCE TO ELECTRONIC NOTIFICATION IN
CLAUSE 101 .3 WITH A REFERENCE TO ELECTRONIC
TRANSMISSION ; BY INSERTING A NEW CLAUSE 10 1.3A
AS SPECIFIED; BY INSERTING A NEW CLAUSE 101.3B
AS SPECIFIED; AND BY DELET ING CLAUSE 101.4 AND
REPLACING IT WITH A NEW CLAUSE 101.4 AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
BANK AUSTRIA CREDITANSTALT AG AGM Meeting Date: 05/19/2005
Issuer: A07933129 ISIN: AT0000995006 BLOCKING
SEDOL: 7621363, 7699780, B02Q793
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT, THE REPORTS OF THE Management
MANAGEMENT BOARD AND THE SUPERVI SORY BOARD FOR
THE FY 2004
2. APPROVE THE USAGE OF THE NET INCOME Management
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
AND THE SUPERVISORY BOARD FOR TH E FY 2004
4. AUTHORIZE THE BOARD TO INCREASE THE INITIAL CAPITAL Management
WITHIN THE NEXT 5 YEARS BY EUR 534,460,374,90
BY ISSUING UP TO 73,515,870 YOUNG SHARES
5. APPROVE TO THE PURCHASE OF OWN SHARES TO TRADE Management
ACCORDING TO SECTION 65 COMPANI ES ACT
6. ELECT THE AUDITOR FOR 2006 Management
7. ELECT THE SUPERVISORY BOARD Management
- -----------------------------------------------------------------------------------------------------------------------------
BIC(SOCIETE) MIX Meeting Date: 05/19/2005
Issuer: F10080103 ISIN: FR0000120966 BLOCKING
SEDOL: 5298781, 5616093
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE 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 COMPLET E, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS:
O.1 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 FO R THE YEAR ENDING 31 DEC 2004
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS, AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY ENDING 31 DEC
2004
O.3 APPROVE TO APPROPRIATE THE PROFITS AS FOLLOWS: Management
PROFITS FOR THE FY: EUR 171,105 ,342.80, PRIOR
RETAINED EARNINGS: EUR 140,760,280.43, DISTRIBUTABLE
PROFITS: E UR 311,865,623.23, APPROPRIATION AS
FOLLOWS: GLOBAL DIVIDEND: EUR 97,569,226.4 0,
CARRY FORWARD ACCOUNT: EUR 214,296,396.83; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
1.90 PER SHARE; AN INTERIM DIVIDEND OF EUR 0.40
BEING PAID AS OF 03 NOV 2004 WITH TAX CREDIT
, THE BALANCE OF EUR 1.50 WILL BE PAID ON 27
MAY 2005, ELIGIBLE FOR 50% ALLOWANCE
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L . 225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND APPROVE
SAID REPORT A ND THE AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 124,000.00 Management
TO THE BOARD OF DIRECTORS
O.6 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 55.00, M INIMUM SALE PRICE: EUR 25.00,
THE MAXIMUM NUMBER OF SHARES TO BE TRADED SHALL
NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE GENERAL MEETING CALLED TO DELIBERATE
ON FY ENDING 31 DEC 2005 ; THE PRESENT DELEGATION
CANCEL S AND REPLACES, FOR THE PORTION UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
6 AND GIVEN BY THE OGM; AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management
ET ASSOCIES AS THE STATUTORY A UDITOR FOR 6 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF THE BEAS Management
COMPANY AS THE DEPUTY AUDITOR FOR A PERIOD OF
6 YEARS
O.9 APPOINT THE BDO MARQUE ET GENDROT COMPANY AS Management
THE STATUTORY AUDITOR FOR A PERIO D OF 6 YEARS;
IT REPLACES MR. ALAIN LAINE
O.10 APPOINT MR. PATRICK GIFFAUX AS THE DEPUTY AUDITOR Management
FOR A PERIOD OF 6 YEARS; HE REPLACES THE PROXIMA
COMPANY
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL; AUTHORITY EXPIRES AT THE GENERAL
MEETING CALLED TO DELIBE RATE ON THE FINANCIAL
STATEMENTS FOR FY ENDING 31 DEC 2005 ; AND TAKE
ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 10% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 38 MONTHS ; AND TAKE ALL NECE SSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.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
- -----------------------------------------------------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC AGM Meeting Date: 05/19/2005
Issuer: G17444152 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 53 WEEKS Management For
ENDED 02 JAN 2005 AND THE RE PORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE FINAL DIVIDEND OF 8.70 PENCE PER Management For
ORDINARY SHARE PAYABLE ON 27 MAY 2005 TO THE
ORDINARY SHAREHOLDERS REGISTERED AT THE CLOSE
OF BUSINESS ON 29 AP R 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For
IN THE REPORT AND ACCOUNT S
4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES BY RO TATION
5. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For
COMPANY, , WHO RETIRES BY ROTATI ON
6. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For
OF THE COMPANY
7. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For
OF THE COMPANY, WHO RETIRES BY RO TATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For
RELEVANT SECURITIES AS DEFINED SECTION 80 OF
THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE
NOMINAL AMOUNT OF GBP 85.68 MILLION; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For
AS DEFINED IN SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RES OLUTION 10 WHERE SUCH ALLOTMENT CONSTITUTES
AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF
SECTION 94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING
THE STATUTO RY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
II) U P TO AN AGGREGATE NOMINAL AMOUNT OF GBP
12.98 MILLION; AUTHORITY EXPIRES AT T HE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS
MAY ALLOT EQU ITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE
R OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT
TO THE FOLLOWING CONDITIONS: I) THE MAXIM UM
NUMBER OF SUCH ORDINARY SHARES IN THE COMPANY
HAS A TOTAL NOMINAL VALUE OF GBP 25.96 MILLION;
II) THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES,
WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS
AN AMOUNT EQUAL TO THE NOMINAL VALUE OF EACH
S UCH ORDINARY SHARE; III) THE MAXIMUM PRICE,
EXCLUSIVE OF EXPENSES, WHICH MAY B E PAID FOR
ANY SUCH ORDINARY SHARE IS 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
; THE COMPANY, BEFO RE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR M AY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD AGM Meeting Date: 05/19/2005
Issuer: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, 6190273, 6191458, B01XX20
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management For
3.1 RE-ELECT MR. LI KA-SHING AS A DIRECTOR Management For
3.2 RE-ELECT MR. LI TZAR KUOI AS A DIRECTOR Management For
3.3 RE-ELECT MR. VICTOR AS A DIRECTOR Management For
3.4 RE-ELECT MS. PAU YEE WAN AS A DIRECTOR Management For
3.5 RE-ELECT MR. EZRA AS A DIRECTOR Management For
3.6 RE-ELECT MR. WOO CHIA CHING AS A DIRECTOR Management For
3.7 RE-ELECT MR. GRACE AS A DIRECTOR Management For
3.8 RE-ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For
3.9 RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management For
3.10 RE-ELECT MR. CHOW NIN MOW AS A DIRECTOR Management For
3.11 RE-ELECT MR. ALBERT AS A DIRECTOR Management For
3.12 RE-ELECT MR. KWAN CHIU YIN AS A DIRECTOR Management For
3.13 RE-ELECT MR. ROBERT AS A DIRECTOR Management For
3.14 RE-ELECT MR. CHEONG YING CHEW AS A DIRECTOR Management For
3.15 RE-ELECT MR. HENRY AS A DIRECTOR Management For
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management Against
THE ADDITIONAL SHARES NOT EXCEED ING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THI S RESOLUTION UNTIL THE NEXT
AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE
THE GRANTING OF OFFERS OR OPTIONS INCLUDING
BONDS AND DEBENTURES CONVERTIBLE INT O SHARES
OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR
CONVERTIBLE DURING OR A FTER THE RELEVANT PERIOD
5.2 AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For
PERIOD AS SPECIFIED OF ALL THE POWERS OF THE
COMPANY, TO REPURCHASE SHARES OF HKD 0.50 EACH
IN. THE CAPITAL O F THE COMPANY IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF T HE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KON G LIMITED OR
OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME; THE AGG REGATE NOMINAL AMOUNT OF SHARES
OF THE COMPANY TO BE REPURCHASED BY THE COMPAN
Y PURSUANT TO THE APPROVAL AS SPECIFIED SHALL
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF THI S RESOLUTION, AND THE SAID
APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY
E XPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXP IRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY LAW TO BE HELD
5.3 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For
OF ADDITIONAL SHARES PURSUANT TO ORDINARY RESOLUTION
NO. 5.1 AS SPECIFIED BE HEREBY EXTENDED BY THE
ADDITION TH ERETO OF AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPI TAL
OF THE COMPANY REPURCHASED BY THE COMPANY UNDER
THE AUTHORITY GRANTED PURS UANT TO ORDINARY RESOLUTION
NO. 5.2 AS SPECIFIED, PROVIDED THAT SUCH AMOUNT
SH ALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THE SAID RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD AGM Meeting Date: 05/19/2005
Issuer: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, 6190273, 6191458, B01XX20
- -----------------------------------------------------------------------------------------------------------------------------
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 232094 DUE TO A CHANGE IN THE AGENDA. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AND AUDITORS FOR
THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management For
3.1 ELECT MR. LI KA-SHING AS A DIRECTOR Management For
3.2 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For
3.3 ELECT MS. PAU YEE WAN, EZRA AS A DIRECTOR Management For
3.4 ELECT MS. WOO CHIA CHING, GRACE AS A DIRECTOR Management For
3.5 ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For
3.6 ELECT MR. SIMON MURRAY AS A DIRECTOR Management For
3.7 ELECT MR. CHOW NIN MOW, ALBERT AS A DIRECTOR Management For
3.8 ELECT MR. KWAN CHIU YIN, ROBERT AS A DIRECTOR Management For
3.9 ELECT MR. CHEONG YING CHEW, HENRY AS A DIRECTOR Management For
4. APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS THE Management For
AUDITORS AND AUTHORISE THE DIR ECTORS TO FIX
THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management Against
THE ADDITIONAL SHARES NOT EXCEED ING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THI S RESOLUTION UNTIL THE NEXT
AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE
THE GRANTING OF OFFERS OR OPTIONS INCLUDING
BONDS AND DEBENTURES CONVERTIBLE INT O SHARES
OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR
CONVERTIBLE DURING OR A FTER THE RELEVANT PERIOD
5.2 AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For
PERIOD AS SPECIFIED OF ALL THE POWERS OF THE
COMPANY, TO REPURCHASE SHARES OF HKD 0.50 EACH
IN. THE CAPITAL O F THE COMPANY IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF T HE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KON G LIMITED OR
OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME; THE AGG REGATE NOMINAL AMOUNT OF SHARES
OF THE COMPANY TO BE REPURCHASED BY THE COMPAN
Y PURSUANT TO THE APPROVAL AS SPECIFIED SHALL
NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF THI S RESOLUTION, AND THE SAID
APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY
E XPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXP IRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY LAW TO BE HELD
5.3 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For
OF ADDITIONAL SHARES PURSUANT TO RESOLUTION NO.
5.1 AS SPECIFIED BE HEREBY EXTENDED BY THE ADDITION
THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF TH E COMPANY
REPURCHASED BY THE COMPANY UNDER THE AUTHORITY
GRANTED PURSUANT TO R ESOLUTION NO. 5.2 AS SPECIFIED,
PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE
SAID RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
COCA-COLA AMATIL LTD AGM Meeting Date: 05/19/2005
Issuer: Q2594P146 ISIN: AU000000CCL2
SEDOL: 5411920, 6123451, B01FK58
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE ACCOUNTS FOR THE YE Management For
31 DEC 2004 AND THE REPORTS OF TH E DIRECTORS
AND THE AUDITORS
2.1 RE-ELECT MR. W. M. KING AO AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ARTIC LE 81 OF THE
CONSTITUTION
2.2 RE-ELECT MR. H. A. SCHIMBERG AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH ART ICLE 75 OF THE
CONSTITUTION
2.3 RE-ELECT MR. D. E. MEIKLEJOHN AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH AR TICLE 85 OF
THE CONSTITUTION
S.3 ADOPT THE NEW CONSTITUTION IN SUBSTITUTION FOR Management For
THE EXISTING CONSTITUTION OF TH E COMPANY
S.4 AMEND, FOR THE PURPOSES OF THE SECTION 136 OF Management For
THE CORPORATIONS ACT 2001, AND F OR ALL OTHER
PURPOSES, WITH EFFECT FROM THE EARLIEST DATE
ON WHICH THE VARIATI ON BECOMES EFFECTIVE IN
ACCORDANCE WITH LAW AND SUBJECT TO THE APPROVAL
OR WRI TTEN CONSENT OF THE MEMBERS, THE CONSTITUTION
OF THE COMPANY, PURSUANT TO RESO LUTION 3, BY
DELETING THE ARTICLE 2.9 AND SUBSTITUTING IT
WITH NEW ONE
S.5 APPROVE, FOR THE PURPOSES OF SECTION 256 B OF Management For
THE CORPORATIONS ACT 2001, FOR A LL OTHER PURPOSES
AND WITH EFFECT FROM THE DATE WHEN APPROVAL OF
THE MEMBERS W HOSE SHARES ARE TO BE CANCELLED
IS OBTAINED, TO REDUCE THE ISSUED SHARE CAPITA
L OF THE COMPANY BY $43,650 AND THAT REDUCTION
BE EFFECTED AND SATISFIED BY TH E CANCELLATION
OF 43,650,755 NON-PARTICIPATING SHARES AND THE
PAYMENT TO THE H OLDERS OF THE NON-PARTICIPATING
SHARES ON THE RECORD DATE IN CONSIDERATION FOR
THAT CANCELLATION OF 1 CENT FOR EACH 10 NON-PARTICIPATING
SHARES HELD BY THEM WITH ANY FRACTIONAL ENTITLEMENTS
ROUNDED DOWN AND OTHERWISE AS SPECIFIED
6. APPROVE, PURSUANT TO ARTICLE 79 OF THE CONSTITUTION, Management For
THAT THE MAXIMUM AMOUNT O F THE DIRECTORS FEES
FOR THEIR SERVICES AS THE DIRECTORS BE INCREASED
FROM TH E PRESENT LIMIT OF AUD 1,000,000 PER
ANNUM IN AGGREGATE TO A LIMIT OF AUD 1,50 0,000
PER ANNUM IN AGGREGATE
7. APPROVE THAT THE DIRECTORS BE PERMITTED TO INVITE Management Against
MR. T.J. DAVIS TO PARTICIPAT E IN THE COCA-COLA
AMATIL LIMITED LONG TERM INCENTIVE SHARE PLAN
BY OFFERING H IM RIGHTS TO ACQUIRE UP TO 324,750
FULLY PAID ORDINARY SHARES IN THE COMPANY A S
SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
HUTCHISON WHAMPOA LTD AGM Meeting Date: 05/19/2005
Issuer: Y38024108 ISIN: HK0013000119
SEDOL: 5324910, 6448035, 6448068, B01DJQ6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE STATEMENT OF AUDITED Management For
ACCOUNTS AND THE REPORTS OF THE D IRECTORS AND
THE AUDITORS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management For
3.1 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For
3.2 ELECT MR. KIN-NING, CANNING AS A DIRECTOR Management For
3.3 ELECT MR. KAM HING LAM AS A DIRECTOR Management For
3.4 ELECT MR. HOLGER KLUGE AS A DIRECTOR Management For
3.5 ELECT MR. WONG CHUNG HIN AS A DIRECTOR Management For
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTOR TO ISSUE AND DISPOSE OF Management Against
AN ADDITIONAL ORDINARY SHARES O F THE COMPANY
NOT EXCEEDING 20% OF THE EXISTING ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY
5.2 AUTHORIZE THE DIRECTOR OF THE COMPANY, DURING Management For
THE RELEVANT PERIOD, TO REPURCHA SE ORDINARY
SHARES OF HKD 0.25 EACH IN THE CAPITAL OF THE
COMPANY IN ACCORDANC E WITH ALL APPLICABLE LAWS
AND THE REQUIREMENTS OF THE RULES GOVERNING THE
LIS TING OF SECURITIES ON THE STOCK EXCHANGE
OF HONG KONG LIMITED OR OF ANY OTHER STOCK EXCHANGE,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ORDIN ARY SHARE CAPITAL OF THE COMPANY
IN ISSUE AT THE DATE OF THIS RESOLUTION; AUT
HORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR THE EXPIRAT ION OF THE
PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY LAW TO BE HELD
5.3 APPROVE THE DIRECTORS, TO ISSUE AND DISPOSE OF Management For
ADDITIONAL ORDINARY SHARES, PUR SUANT TO ORDINARY
RESOLUTION NO.1, TO ADD OF AN AMOUNT REPRESENTING
THE AGGREG ATE NOMINAL AMOUNT OF THE ORDINARY
SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE
COMPANY UNDER THE AUTHORITY GRANTED PURSUANT
TO ORDINARY RESOLUTION NO.2, PROVIDED THAT SUCH
AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUN T OF THE ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY AT THE DATE OF THIS RESO
LUTION
- -----------------------------------------------------------------------------------------------------------------------------
HUTCHISON WHAMPOA LTD EGM Meeting Date: 05/19/2005
Issuer: Y38024108 ISIN: HK0013000119
SEDOL: 5324910, 6448035, 6448068, B01DJQ6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE, WITH EFFECT FROM THE CONCLUSION OF THE Management Against
MEETING AT WHICH THIS RESOLUTI ON IS PASSED,
THE RULES OF THE SHARE OPTION SCHEME OF HUTCHISON
TELECOMMUNICAT IONS INTERNATIONAL LIMITED A
SUBSIDIARY OF THE COMPANY WHOSE SECURITIES ARE
L ISTED ON THE MAIN BOARD OF THE STOCK EXCHANGE
OF HONG KONG LIMITED AND NEW YOR K STOCK EXCHANGE,
INCORPORATION HTIL SHARE OPTION SCHEME AND
AUTHORIZE THE DIRECTORS OF THE COMPANY, ACTING
TOGETHER, INDIVIDUALLY OR BY COMMITTEE, TO AP
PROVE ANY AMENDMENTS TO THE RULES OF THE HTIL
SHARE OPTION SCHEME AS MAY BE AC CEPTABLE OR
NOT OBJECTED TO BY THE STOCK EXCHANGE OF HONG
KONG LIMITED, AND TO TAKE ALL SUCH STEPS AS MAY
BE NECESSARY, DESIRABLE OR EXPEDIENT TO CARRY
INTO EFFECT THE HTIL SHARE OPTION SCHEME SUBJECT
TO AND IN ACCORDANCE WITH THE TER MS THEREOF
WITH EFFECT FROM THE CONCLUSION OF THE MEETING
AT WHICH THIS RESOLU TION IS PASSED
- -----------------------------------------------------------------------------------------------------------------------------
MFI FURNITURE GROUP PLC AGM Meeting Date: 05/19/2005
Issuer: G60648121 ISIN: GB0005576813
SEDOL: 0557681, B02SZ17
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ANNUAL REPORT AND THE FINANCIAL Management For
STATEMENTS FOR THE 52 WE EKS ENDED 25 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE 52 WEEKS ENDED Management For
25 DEC 2004 OF 2.0 PENCE PER O RDINARY SHARE
3. RE-APPOINT MR. M. ROBSON AS A DIRECTOR, WHO VACATES Management For
THE OFFICE IN ACCORDANCE W ITH THE COMPANY S
ARTICLES OF ASSOCIATION
4. RE-APPOINT MR. J. HANCOCK AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY
S ARTICLES OF ASSOCIATION
5. RE-APPOINT MR. M. HORGAN AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE WITH THE COMPANY S
ARTICLES OF ASSOCIATION
6. RE-APPOINT MR. L KNOX AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE WIT H THE COMPANY S
ARTICLES OF ASSOCIATION
7. RE-APPOINT MR. I. SMITH AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION IN ACCORDANCE W ITH THE COMPANY S
ARTICLES OF ASSOCIATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY, UNTIL THE CON CLUSION OF THE
NEXT AGM AT WHICH ACCOUNTS ARE LAID
9. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For
REMUNERATION
10. APPROVE THE DIRECTORS REMUNERATION REPORT AND Management Against
POLICY
11. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 4B OF THE COMPANY S ARTICLES
OF ASSOCIATION WITH THE SECTION 80 AMOUNT BEING
GBP 15,198 ,182; AUTHORITY EXPIRES AT THE END
OF THE NEXT AGM OF THE COMPANY
S.12 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For
DIRECTORS BY ARTICLE 4C OF THE COMPANY S ARTICLES
OF ASSOCIATION WITH THE SECTION 89 AMOUNT BEING
GBP 3,115, 851 REPRESENTING 5% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY ; AUTHORITY E XPIRES
AT THE END OF THE NEXT AGM OF THE COMPANY
S.13 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For
CONTAINED IN THE ARTICLES O F ASSOCIATION OF
THE COMPANY, TO MAKE ONE OR MORE MARKET PURCHASES
SECTION 16 3(3) OF THE COMPANIES ACT 1985 OF
UP TO 62,580,514 ORDINARY SHARES REPRESENT ING
10% OF THE ISSUED ORDINARY SHARE CAPITAL OF
10P EACH IN THE CAPITAL OF TH E COMPANY , AT
A MINIMUM PRICE OF 10P AND NOT MORE THAN 105%
OF THE AVERAGE MI DDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
THE C OMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHI CH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
PINAULT PRINTEMPS REDOUTE SA MIX Meeting Date: 05/19/2005
Issuer: F7269R105 ISIN: FR0000121485 BLOCKING
SEDOL: 4703844, 5505072, 5786372, 7166228
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 RECEIVE THE MANAGEMENT REPORT OF THE EXECUTIVE Management
COMMITTEE, THE OBSERVATIONS OF THE SUPERVISORY
BOARD AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS, APPROV E THE FINANCIAL STATEMENTS AND
THE BALANCE SHEET FOR THE YEAR 2004
O.2 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE, Management
THE OBSERVATIONS OF THE SUPERVI SORY BOARD AND
THE REPORT OF THE STATUTORY AUDITORS, APPROVE
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
2004 FY
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L. 225-86 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND APPROVE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.4 APPROVE THE APPROPRIATION AS FOLLOWS: PROFITS Management
FOR THE FY: EUR 559,514,936.80, PRIOR RETAINED
EARNINGS: EUR 423,199,784.99, BALANCE: EUR 982,714,721.79,
LEGA L RESERVE: EUR 11,000.00, DISTRIBUTABLE
PROFITS: EUR 982,703,721.79, APPROPRIA TION AS
FOLLOWS: GLOBAL DIVIDEND: EUR 308,534,889.60,
CARRY FORWARD ACCOUNT: E UR 674,168,832.19; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
2.52 PE R SHARE, AND WILL ENTITLE NATURAL PERSONS
TO THE 50% ALLOWANCE; THIS DIVIDEND WILL BE PAID
ON 03 JUNE 2005
O.5 APPROVE, PURSUANT TO ARTICLE 39 OF THE AMENDED Management
FINANCE LAW FOR 2004, TO TRANSF ER THE AMOUNT
OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE
OF LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE
ACCOUNT; THE AMOUNT OF THE COMPULSORY AN D EXCEPTIONAL
TAX WILL BE DEDUCTED FROM THE ORDINARY RESERVE
ACCOUNT BY THE CR EDIT OF THE RETAINED EARNINGS
ACCOUNT
O.6 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management
RELATING TO THE CHANGE OF DELOITT E ET ASSOCIES
CORPORATE NAME, PREVIOUSLY CALLED DELOITTE TOUCHE
TOHMATSU-AUDI T, AS A CONSEQUENCE OF THE AMALGAMATION-MERGER
OF DELOITTE TOUCHE TOHMATSU BY THE DELOITTE TOUCHE
TOHMATSU-AUDIT FIRM, THE SAID AMALGAMATION-MERGER
AS WELL AS CORPORATE S NAME CHANGE AS SPECIFIED,
WILL HAVE NOT HAVE ANY EFFECT ON DELO ITTE ET
ASSOCIES TERM OF OFFICE
O.7 APPOINT LA SOCIETE BEAS, THUS REPLACING THE FIRM Management
DELOITTE TOUCHE TOHMATSU AUDI T, AS DEPUTY AUDITOR
UP TO THE GENERAL MEETING CALLED TO DELIBERATE
ON THE FIN ANCIAL STATEMENTS FOR FY 2007
E.8 APPROVE TO CHANGE THE COMPANY S CORPORATE NAME Management
AND AMEND FOLLOWING ARTICLE OF ASSOCIATION: ARTICLE
2 - CORPORATE NAME THE CORPORATE NAME IS PPR
O.E.9 APPROVE THAT: THE COMPANY WILL BE RULED BY BOARD Management
OF DIRECTORS; THE TERMS OF OF FICE OF THE MEMBERS
OF THE SUPERVISORY BOARD AND THE EXECUTIVE COMMITTEE
SHALL END AS OF THE PRESENT MEETING
O.10 APPROVE THE TEXT OF THE NEW ARTICLES OF ASSOCIATION, Management
WHICH WILL RULE THE COMPA NY FROM THE END OF
THE PRESENT GENERAL MEETING
O.11 APPOINT MR. FRANCOIS-HENRI PINAULT AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.12 APPOINT MRS. PATRICIA BARBIZET AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BARBIER DE LA SERRE AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. PIERRE BELLON AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.15 APPOINT MR. ALLAN CHAPIN AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.16 APPOINT MR. LUCA CORDERO DI MONTEZEMOLO AS A Management
DIRECTOR FOR A PERIOD OF 4 YEARS
O.17 APPOINT MR. ANTHONY HAMILTON AS A DIRECTOR FOR Management
A PERIOD OF 4 YEARS
O.18 APPOINT MR. PHILIPPE LAGAYETTE AS A DIRECTOR Management
FOR A PERIOD OF 4 YEARS
O.19 APPOINT MR. BAUDOUIN PROT AS A DIRECTOR FOR A Management
PERIOD OF 4 YEARS
O.20 APPROVE TO AWARD THE TOTAL ANNUAL FEES OF EUR Management
570,000.00 TO THE DIRECTORS
O.21 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TH E EXECUTIVE COMMITTEE,
TO TRADE IN THE COMPANY S SHARES ON THE STOCK
MARKET, A S PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 200.00, MAXIMUM NU MBER OF
SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT T HE END OF 18 MONTHS ;
IT CANCELS, FOR THE FRACTION UNUSED, THE AUTHORIZATION
G IVEN TO THE EXECUTIVE COMMITTEE BY THE GENERAL
MEETING OF 25 MAY 2004; AND TAK E ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.22 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED TO THE EXECUTIVE COMMITTEE,
TO REDUCE THE SHARE CAPITAL BY CANCELLING THE
SHARES HELD BY THE COMPANY IN CONNECTION WITH
A STOCK REPURCHASE PLAN; AUTHORITY EXP IRES
AT THE END OF 26 MONTHS ; IT CANCELS THE ONE
GIVEN BY THE GENERAL MEETING OF 18 MAY 2001;
AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.23 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE
TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, THE SHARE CAPITAL BY WAY OF ISSUING,
WITH MAINTENANCE OF THE SHAREHOL DERS PREFERENTIAL
RIGHTS OF SUBSCRIPTION, SHARES AND, OR SECURITIES
GIVING AC CESS TO EQUITY SECURITIES AND, OR SECURITIES
GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES;
THE AGGREGATE NOMINAL VALUE OF CAPITAL INCREASES
SHALL NOT E XCEED EUR 200,000,000.00; THE MAXIMUM
NOMINAL VALUE OF CAPITAL INCREASES SHALL NOT
EXCEED THE AGGREGATE CEILING SET FORTH IN RESOLUTION
27; THE AGGREGATE NO MINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 6,000,000,000.00;
T HE MAXIMUM NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED THE AGGREG ATE CEILING
SET FORTH IN RESOLUTION 27; AUTHORITY EXPIRES
AT THE END OF 26 MO NTHS ; AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIE
S; THE PRESENT DELEGATION CANCELS, FOR THE PERIOD
UNUSED, THE DELEGATION OF TH E SAME NATURE GIVEN
TO THE EXECUTIVE COMMITTEE BY THE GENERAL MEETING
OF 25 MA Y 2004
E.24 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE
TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY MEANS OF A PUBLIC OFFERING, THE
SHARE CAPITAL BY WAY OF ISSUING, W ITH WAIVER
OF THE SHAREHOLDERS PREFERENTIAL RIGHTS OF SUBSCRIPTION,
SHARES AN D, OR SECURITIES GIVING ACCESS TO EQUITY
SECURITIES AND, OR SECURITIES GIVING RIGHT TO
THE ALLOCATION OF DEBT SECURITIES; THE AGGREGATE
NOMINAL VALUE OF CAP ITAL INCREASES SHALL NOT
EXCEED EUR 200,000,000.00; THE MAXIMUM NOMINAL
VALUE OF CAPITAL INCREASES SHALL NOT EXCEED THE
AGGREGATE CEILING SET FORTH IN RESOL UTION 27;
THE AGGREGATE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCE ED EUR 6,000,000,000.00;
THE MAXIMUM NOMINAL VALUE OF DEBT SECURITIES
ISSUED S HALL NOT EXCEED THE AGGREGATE CEILING
SET FORTH IN RESOLUTION 27; AUTHORITY E XPIRES
AT THE END OF 26 MONTHS ; AND TAKE ALL NECESSARY
MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES;
THE PRESENT DELEGATION CANCELS, FOR THE PERIOD
UN USED, THE DELEGATION OF THE SAME NATURE GIVEN
TO THE EXECUTIVE COMMITTEE BY TH E GENERAL MEETING
OF 25 MAY 2004
E.25 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE
TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSAC TIONS, BY AN AMOUNT NOT EXCEEDING THE
AGGREGATE AMOUNT OF THE SUMS WHICH CAN B E CAPITALIZED
AND MORE GENERALLY, THE AGGREGATE CEILING SET
FORTH IN RESOLUTIO N 27, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR SHARE PREMIUMS,
TO B E CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF THE PAR VALUE OF HE EXISTING
SHARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS
; IT CANCELS , FOR THE PORTION UNUSED, THE DELEGATION
OF THE SAME NATURE GIVEN TO THE EXECU TIVE COMMITTEE
BY THE GENERAL MEETING OF 25 MAY 2004; AND TAKE
ALL NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.26 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE,
TO FIX, FOR THE ISSUES DECIDED IN ACCORDANCE
WITH TH E RESOLUTION NUMBER 24 AND WITHIN THE
LIMIT OF 10% OF THE SHARE CAPITAL PER YE AR,
THE PRICE OF ISSUE UNDER CERTAIN TERMS
E.27 APPROVE THE MAXIMUM NOMINAL AMOUNTS PERTAINING Management
TO: THE CAPITAL INCREASES TO BE CARRIED OUT WITH
THE USE OF THE DELEGATIONS GIVEN BY RESOLUTIONS
NUMBER 23, 2 4, 25 AND 26 SHALL NOT EXCEED EUR
200,000,000.00; THE ISSUES OF DEBT SECURITIE
S TO BE CARRIED OUT WITH THE USE OF THE DELEGATIONS
GIVEN BY RESOLUTIONS NUMBE R 23, 24, 25 AND 26
SHALL NOT EXCEED EUR 6,000,000,000.00
O.28 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE
TO INCREASE THE SHARE CAPITAL, WITHIN THE LIMIT
OF 10 % OF THE SHARE CAPITAL, IN CONSIDERATION
FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE
COMPANY AND COMPRISED OF EQUITY SECURITIES OR
SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AND TAKE ALL
N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.29 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE
ALL POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND OFFICERS, OPTIONS GIVING THE RI GHT EITHER
TO SUBSCRIBE FOR FEW SHARES IN THE COMPANY TO
BE ISSUED THROUGH A S HARE CAPITAL INCREASE,
OR TO PURCHASE EXITING SHARES PURCHASED BY THE
COMPANY, PROVIDED THAT THE OPTIONS SHALL NOT
GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH
SHALL EXCEED 2,500,000; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; IT CANCELS, FOR THE PORTION
UNUSED, THE DELEGATION GIVEN TO THE EXECUTIVE
COMMITT EE BY THE GENERAL MEETING OF 21 MAY 2002;
AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.30 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE
TO PROCEED WITH ALLOCATIONS FREE OF CHARGE OF
THE COM PANY S EXISTING ORDINARY SHARES OR TO
BE ISSUED, IN FAVOR OF THE EMPLOYEES OR THE OFFICERS
OR THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 0.5%
OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 38 MONTHS ; AND TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FO RMALITIES
E.31 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management
NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE
TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE
TRANSAC TIONS, AT ITS SOLE DISCRETION, IN FAVOR
OF THE COMPANY AND ITS SUBSIDIARIES E MPLOYEES
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
NOT EXCEEDING EUR 4,800,000.00; THE TOTAL NUMBER
OF SHARES TO BE SUBSCRIBED SHALL NOT EXCEED 1,200,000
SHARES; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THE PRESENT D ELEGATION
CANCELS, FOR THE PORTION UNUSED, THE DELEGATION
OF THE SAME NATURE G IVEN TO THE EXECUTIVE COMMITTEE
BY THE GENERAL MEETING OF 25 MAY 2004
E.32 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 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
- -----------------------------------------------------------------------------------------------------------------------------
RHI AG, WIEN AGM Meeting Date: 05/19/2005
Issuer: A65231101 ISIN: AT0000676903 BLOCKING
SEDOL: 4719915, 5179949
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT, REPORTING OF THE MANAGEMENT Management
BOARD AND THE SUPERVISO RY BOARD FOR THE FY 2004
2. APPROVE THE ALLOCATION OF THE NET INCOME 2004 Management
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management
AND THE SUPERVISORY BOARD FOR 20 04
4. APPROVE THE STATUTORY ALLOWANCE OF THE SUPERVISORY Management
BOARD FOR THE YEAR 2004
5.A APPROVE THE PROLONGATION OF THE RESOLUTION OF Management
15 FEB 2002 TO INCREASE THE SHAR E CAPITAL UNTIL
30 APR 2010
5.B AMEND THE PARAGRAPH 5 Management
6. GRANT AUTHORITY TO REPURCHASE OWN SHARES Management
7. AMEND THE PARAGRAPH 26 Management
8. ELECT THE AUDITORS FOR THE YEAR 2005 Management
- -----------------------------------------------------------------------------------------------------------------------------
TOMKINS PLC AGM Meeting Date: 05/19/2005
Issuer: G89158136 ISIN: GB0008962655
SEDOL: 0896265, 5626906, B02S379
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT AND FINANCIAL STATEMENTS Management For
FOR THE YE 01 JAN 2005 TOGETHER WITH THE INDEPENDENT
AUDITORS REPORT
2. APPROVE THE REMUNERATION COMMITTEE REPORT FOR Management For
THE YE 01 JAN 2005
3. DECLARE A FINAL DIVIDEND OF 7.77P PER ORDINARY Management For
SHARE FOR THE YE 01 JAN 2005
4. RE-APPOINT MR. N.N. BROADHURST AS A DIRECTOR Management For
5. RE-APPOINT MR. J.M.J. KEENAN AS A DIRECTOR Management For
6. RE-APPOINT MR. J. NICOL AS A DIRECTOR Management For
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE INDEPENDENT Management For
AUDITORS
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE INDEPENDENT Management For
AUDITORS REMUNERATION
9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH AND Management For
SUBJECT TO THE TERMS OF ARTICL E 5 OF THE COMPANY
S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT
SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 12,880,674
S.10 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH AND Management For
SUBJECT TO THE TERMS OF ARTICL E 5 OF THE COMPANY
S ARTICLES OF ASSOCIATION, TO ALLOT SHARES FOR
CASH FOR THE PURPOSES OF PARAGRAPH II) OF ARTICLE
6 UP TO AN AGGREGATE NOMINAL AMOUNT OF G BP 1,934,724
S.11 AUTHORIZE THE COMPANY, IN SUBSTITUTION TO THE Management For
AUTHORITY TO PURCHASE ORDINARY S HARES OF 5P
EACH IN THE CAPITAL OF THE COMPANY PREVIOUSLY
CONFERRED SAVE TO T HE EXTENT THE SAME HAS BEEN
EXERCISED , TO MAKE MARKET PURCHASES SECTION
163( 3) OF THE COMPANIES ACT 1985 OF UP TO 77,408,588
ORDINARY SHARES OR, IF LOWER SUCH NUMBER OF SHARES
AS IS EQUAL TO 10% OF THE ISSUED ORDINARY SHARE
CAPITAL OF THE COMPANY AT THE CLOSE OF BUSINESS
ON 18 MAY 2005 OF 5P EACH IN THE CAPI TAL OF
THE COMPANY, NOT MORE THAN 105% OF THE AVERAGE
OF THE MIDDLE MARKET QUO TATIONS FOR A SHARE
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES EARLIER THE CONCLUSION
OF THE AGM OF THE COMPANY TO BE HELD IN 2006
OR 30 JUN 2006 ; THE COMPANY, BE FORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
12. APPROVE THE RULES OF THE TOMKINS 2005 SHARESAVE Management For
SCHEME AS SPECIFIED, AND THE D IRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS WHICH THEY MAY CONSIDER
NECES SARY OR DESIRABLE FOR IMPLEMENTING AND
GIVING EFFECT TO THE SAID SCHEME, AND F URTHER
THAT THE DIRECTORS BE AUTHORIZED TO ESTABLISH
ONE OR MORE FURTHER SCHEM ES BASED ON THE TOMKINS
2005 SHARESAVE SCHEME
- -----------------------------------------------------------------------------------------------------------------------------
WILLIAM HILL PLC AGM Meeting Date: 05/19/2005
Issuer: G9645P117 ISIN: GB0031698896
SEDOL: 3169889, B031JC4, B05P3X3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT AND THE ACCOUNT Management For
FOR THE 52 WEEKS ENDED 28 DEC 20 04
2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND OF THE 11 PENCE FOR Management For
EACH ORDINARY SHARE
4. RE-ELECT MR. CHARLES SCOTT AS A DIRECTOR UNDER Management For
THE COMPANY S ARTICLES OF ASSOC IATION
5. RE-ELECT MR. TOM SINGER AS A DIRECTOR UNDER THE Management For
COMPANY S ARTICLES OF ASSOCIAT ION
6. ELECT MR. DAVID EDMONDS, CBE, AS A DIRECTOR OF Management For
THE COMPANY
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
OF THE COMPANY UNTIL THE CONC LUSION OF THE NEXT
AGM OF THE COMPANY AT WHICH ACCOUNTS ARE LAID
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS OF THE C OMPANY
9. APPROVE THE DRAFT RULES OF THE WILLIAM HILL PLC Management For
DEFERRED BONUS PLAN THE PLAN , AS SPECIFIED,
AND AUTHORIZE THE DIRECTORS TO TAKE ALL SUCH
ACTIONS WHICH T HEY CONSIDER NECESSARY AND EXPEDIENT
TO CAUSE THE PLAN TO BE ADOPTED
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
THE AUTHORITY GIVEN BY WAY OF ORD INARY RESOLUTION
OF THE COMPANY DATED 17 MAY 2004, AND PURSUANT
TO SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 13,144,537; AUTHORITY
EXPIRES AT THE CONCLUSI ON OF THE NEXT AGM OF
THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECUR ITIES IN PURSUANCE OF SUCH AN OFFER OR
AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED
11. AUTHORIZE THE COMPANY TO MAKE DONATIONS TO EU Management For
POLITICAL ORGANIZATIONS NOT EXCE EDING GBP 35,000
IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE
NOT EXCEEDING GBP 35,000; AUTHORITY EXPIRES
AT THE NEXT AGM OF THE COMPANY IN 2006
12. AUTHORIZE WILLIAM HILL ORGANIZATION LIMITED, Management For
BEING A WHOLLY OWNED SUBSIDIARY O F THE COMPANY,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
NOT EXCEEDING G BP 35,000 IN TOTAL AND TO INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 35,
000; AUTHORITY EXPIRES AT THE NEXT AGM OF THE
COMPANY IN 2006
S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION NUMBER 10 AND PU RSUANT TO SECTION
95 OF THE COMPANIES ACT 1985 THE ACT , TO
ALLOT EQUITY SE CURITIES SECTION 94(2) TO SECTION
94(3A) OF THE ACT FOR CASH, PURSUANT TO TH E
AUTHORITY CONFERRED BY RESOLUTION NUMBER 10,
DISAPPLYING SECTION 89(1) OF TH E ACT, PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITI ES: A) IN CONNECTION WITH AN
ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS IN THE
CA PITAL OF THE COMPANY; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF 5% OF THE CURREN T ISSUED SHARE
CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
A FTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF THAT OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.14 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO 39,433,611 ORDINARY SHARES 10% OF THE
COMPANY S ISSUED S HARE CAPITAL OF 10 PENCE
EACH IN THE COMPANY ORDINARY SHARE , AT A
MINIMUM PRICE EXCLUSIVE OF EXPENSES OF 10 PENCE
AND NOT MORE THAN 105% OF THE AVERA GE OF THE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STO CK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE
OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2 006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
SHARES U NDER THIS AUTHORITY WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.15 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY, Management For
WITH EFFECT FROM THE PASSING OF THIS RESOLUTION,
BY DELETING THE WORDS SUBJECT AS HEREINAFTER
PROVIDED AN D TO THE PROVISIONS OF THE ACT,
FROM ARTICLE 137, DELETING ARTICLE 138-142 AN
D RENUMBERING ALL SUBSEQUENT ARTICLES ACCORDINGLY
AND BY ALTERING ALL CROSS-RE FERENCES ACCORDINGLY
- -----------------------------------------------------------------------------------------------------------------------------
ALCATEL SA, PARIS MIX Meeting Date: 05/20/2005
Issuer: F0191J101 ISIN: FR0000130007 BLOCKING
SEDOL: 4216825, 4617127, 5975006, 5975017, 5975136, 5979804, 5979815, 6245827,
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 10 MAY 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 20
MAY 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.
O.1 APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS Management
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004:
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS
OF AN ORD INARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE B OARD OF DIRECTORS
AND THE REPORT OF THE STATUTORY AUDITORS, APPROVE
IN THEIR E NTIRETY THE MANAGEMENT REPORT OF THE
BOARD AND THE ANNUAL PARENT COMPANY FINAN CIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER
31, 2004 AS PREPARED AND PR ESENTED TO THEM,
AND WHICH REFLECT A PROFIT OF 0 2,178,214,148.03.
THE SHAREHO LDERS EXPRESSLY APPROVE THE AMOUNT
OF NON-DEDUCTIBLE CHARGES (ARTICLE 39-4 OF THE
TAX CODE) MENTIONED IN THE FINANCIAL STATEMENTS
PRESENTED BY THE BOARD OF DIRECTORS.
O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE FISCAL YEAR ENDED DE CEMBER 31, 2004:
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS
OF AN ORDIN ARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORTS OF THE BO ARD OF DIRECTORS
AND OF THE STATUTORY AUDITORS ON THE CONSOLIDATED
FINANCIAL S TATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004, APPROVE THOSE CONSOLIDA TED
FINANCIAL STATEMENTS AS PREPARED AND PRESENTED
TO THEM BY THE BOARD OF DIR ECTORS.
O.3 RESULT FOR THE FISCAL YEAR - APPROPRIATION: VOTING Management
UNDER THE QUORUM AND MAJORI TY REQUIREMENTS OF
AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
AFTER HAVING READ THE REPORTS OF THE BOARD OF
DIRECTORS, APPROVE THE APPROPRIATION O F THE
RESULT FOR THE FISCAL YEAR ENDED DECEMBER 31,
2004 PROPOSED BY THE BOARD OF DIRECTORS, AND
RESOLVE TO MAKE THE FOLLOWING APPROPRIATIONS:
RESULT FOR TH E FISCAL YEAR EUR 2,178,214,148.03.
PREVIOUS RETAINED EARNINGS EUR (10,555,574 .00)
TRANSFER TO THE LEGAL RESERVE EUR (15,374,184.59),
DISTRIBUTABLE PROFIT E UR 2,152,284,389.44, RETAINED
EARNINGS EUR 2,152,284,389.44. CONSEQUENTLY,
NO DIVIDEND SHALL BE DISTRIBUTED TO SHAREHOLDERS
IN RESPECT OF THE 2004 FISCAL YE AR. THE SHAREHOLDERS
NOTE THE DIVIDENDS WHICH HAVE BEEN DISTRIBUTED
IN RESPECT OF THE THREE PREVIOUS FISCAL YEARS:
FISCAL YEAR: 2003 / CLASS OF SHARES: NA / NUMBER
OF SHARES: 1,284,410,224 / DISTRIBUTION TO SHAREHOLDERS:
0 / NET DIVID END PER SHARE: 0 / TAX CREDIT PER
SHARE: - / TOTAL INCOME PER SHARE: -; FISCAL
YEAR: 2002 / CLASS OF SHARES: NA / NUMBER OF
SHARES: 1,264,708,498 / DISTRIBU TION TO SHAREHOLDERS:
0 / NET DIVIDEND PER SHARE: 0 / TAX CREDIT PER
SHARE: - / TOTAL INCOME PER SHARE: -; FISCAL
YEAR: 2001 / CLASS OF SHARES: O SHARES / N UMBER
OF SHARES: 25,515,000 / DISTRIBUTION TO SHAREHOLDERS:
EUR 2,551,500.00 / NET DIVIDEND PER SHARE: EUR
0.10 / TAX CREDIT PER SHARE: EUR 0.05 / TOTAL
INC OME PER SHARE: EUR 0.15; FISCAL YEAR: 2001
/ CLASS OF SHARES: A SHARES / NUMBE R OF SHARES:
1,215,254,797 / DISTRIBUTION TO SHAREHOLDERS:
EUR 194,440,767.52 / NET DIVIDEND PER SHARE:
EUR 0.16 / TAX CREDIT PER SHARE: EUR 0.08 / TOTAL
IN COME PER SHARE: EUR 0.24. THE AMOUNT OF THE
DISTRIBUTED PROFIT WHICH IS EITHER ELIGIBLE OR
NOT ELIGIBLE FOR THE 50% TAX ALLOWANCE PROVIDED
BY ARTICLE 158-3 OF THE TAX CODE ONLY HAS TO
BE STATED IN RESPECT OF DISTRIBUTED REVENUES
PAID OUT ON OR AFTER JANUARY 1, 2005 (ART. 38-II
OF THE AMENDED FINANCE LAW FOR 200 4). THE SHAREHOLDERS
MEETING FORMALLY NOTES THE TRANSFER TO BE MADE
IN 2005 O F A SUM OF EUR 200 MILLION FROM THE
SPECIAL LONG TERM CAPITAL GAINS RESERVE TO AN
ORDINARY RESERVES LINE ITEM, IN ACCORDANCE WITH
THE AMENDED FINANCE LAW OF 2004 AND, INSOFAR
AS NECESSARY, AUTHORIZES THE TRANSFERS RELATING
TO THE EXCE PTIONAL TAX AFFECTING THE RETAINED
EARNINGS ACCOUNT AND THE ORDINARY RESERVES LINE
ITEM.
O.4 APPROVAL OF REGULATED AGREEMENTS: VOTING UNDER Management
THE QUORUM AND MAJORITY REQUIRE MENTS OF AN ORDINARY
SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING
READ THE SPECIAL REPORT OF THE STATUTORY AUDITORS
ON THE AGREEMENTS COVERED BY ARTICLE L. 225-38
OF THE COMMERCIAL CODE, APPROVE THE AGREEMENTS
ENTERED INTO OR WHICH REMAINED IN FORCE DURING
THE FISCAL YEAR, TOGETHER WITH THE TRANSACTIONS
MENT IONED THEREIN.
O.5 RENEWAL OF THE TERM OF MR. DAVID JOHNSTON AS Management
DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLD ERS RENEW MR. DAVID JOHNSTON S
TERM AS DIRECTOR FOR A PERIOD OF FOUR YEARS,
TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.
O.6 RENEWAL OF THE TERM OF MR. PIERRE-LOUIS LIONS Management
AS DIRECTOR: VOTING UNDER THE QU ORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHARE HOLDERS RENEW MR. PIERRE-LOUIS LIONS
TERM AS DIRECTOR FOR A PERIOD OF FOUR YE ARS,
TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008.
O.7 RENEWAL OF THE TERM OF MR. PHILIPPE BISSARA AS Management
DIRECTOR: VOTING UNDER THE QUOR UM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAREHO LDERS RENEW MR. PHILIPPE BISSARA
S TERM AS DIRECTOR FOR A PERIOD OF THREE YEAR
S, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO AP PROVE THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007.
O.8 RENEWAL OF THE TERM OF MR. FRANK W. BLOUNT AS Management
DIRECTOR: VOTING UNDER THE QUORU M AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAREHOL DERS RENEW MR. FRANK W. BLOUNT S
TERM AS DIRECTOR FOR A PERIOD OF THREE YEARS,
TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO APPR OVE THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007.
O.9 RENEWAL OF THE TERM OF MR. JEAN-PIERRE HALBRON Management
AS DIRECTOR: VOTING UNDER THE Q UORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAR EHOLDERS RENEW MR. JEAN-PIERRE HALBRON
S TERM AS DIRECTOR FOR A PERIOD OF THRE E YEARS,
TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2 007.
O.10 RENEWAL OF THE TERM OF MR. PETER MIHATSCH AS Management
DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLD ERS RENEW MR. PETER MIHATSCH S
TERM AS DIRECTOR FOR A PERIOD OF THREE YEARS,
T O EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS
MEETING CALLED TO APPROV E THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007.
O.11 RENEWAL OF THE TERM OF MR. THIERRY DE LOPPINOT Management
AS DIRECTOR: VOTING UNDER THE Q UORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAR EHOLDERS RENEW MR. THIERRY DE LOPPINOT
S TERM AS DIRECTOR, IN HIS DUAL CAPACIT Y AS
EMPLOYEE OF THE COMPANY OR OF A SUBSIDIARY THEREOF
AND AS A PARTICIPANT I N THE MUTUAL FUND KNOWN
AS ACTIONNARIAT ALCATEL (FCP3A), IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE 12 OF THE ARTICLES
OF INCORPORATION AND BYLAWS, FOR A PERIOD OF
ONE YEAR, TO EXPIRE IN ANY EVENT AT THE END OF
THE SHAREHOLDERS M EETING CALLED TO APPROVE
THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING D ECEMBER 31, 2005.
O.12 RENEWAL OF THE TERM OF MR. BRUNO VAILLANT AS Management
DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLD ERS RENEW MR. BRUNO VAILLANT S
TERM AS DIRECTOR, IN HIS DUAL CAPACITY AS EMPLO
YEE OF THE COMPANY OR OF A SUBSIDIARY THEREOF
AND AS A PARTICIPANT IN THE MUTU AL FUND KNOWN
AS ACTIONNARIAT ALCATEL (FCP3A), IN ACCORDANCE
WITH THE PROVIS IONS OF ARTICLE 12 OF THE ARTICLES
OF INCORPORATION AND BYLAWS, FOR A PERIOD O F
ONE YEAR, TO EXPIRE IN ANY EVENT AT THE END OF
THE SHAREHOLDERS MEETING CAL LED TO APPROVE
THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING DECEMBER 31 , 2005.
O.13 FORMAL ACKNOWLEDGMENT OF THE CONTINUATION BY Management
DELOITTE & ASSOCIES OF THE MANDAT E OF PRINCIPAL
STATUTORY AUDITOR FOLLOWING THE MERGER OF DELOITTE
TOUCHE TOHM ATSU INTO THAT FIRM: VOTING UNDER
THE QUORUM AND MAJORITY REQUIREMENTS OF AN O
RDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS
ACKNOWLEDGE FORMALLY THAT THE FIRM OF DELOITTE
& ASSOCIES CONTINUES THE MANDATE OF PRINCIPAL
STATUTORY AUDIT OR FOLLOWING THE MERGER OF DELOITTE
TOUCHE TOHMATSU INTO THAT FIRM.
O.14 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management
TO ALLOW THE COMPANY TO PU RCHASE AND SELL ITS
OWN SHARES: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREME NTS OF AN ORDINARY SHAREHOLDERS MEETING,
THE SHAREHOLDERS, HAVING READ THE RE PORT OF
THE BOARD OF DIRECTORS AND THE PROSPECTUS APPROVED
BY THE FRENCH STOCK EXCHANGE AND SECURITIES REGULATOR
(AUTORITE DES MARCHES FINANCIERS) RELATING TO
THE REPURCHASE BY THE COMPANY OF ITS OWN SHARES,
AUTHORIZE THE BOARD OF DIR ECTORS, IN ACCORDANCE
WITH ARTICLES L. 225-209 AND FOLLOWING OF THE
COMMERCIAL CODE, TO PURCHASE AND SELL ON THE
STOCK EXCHANGE OR OTHERWISE, SHARES OF THE COMPANY,
UNDER THE FOLLOWING CONDITIONS: - MAXIMUM PURCHASE
PRICE PER SHARE: E UR 40 - MINIMUM PURCHASE PRICE
PER SHARE: EUR 2. THE TOTAL NUMBER OF SHARES
TH AT THE COMPANY MAY PURCHASE SHALL NOT EXCEED
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE CAPITAL OF THE COMPANY ON THE DATE SUCH PURCHASES
ARE EFFECTED , AND THE MAXIMUM NUMBER OF SHARES
HELD AFTER SUCH PURCHASES SHALL NOT EXCEED 10%
OF THE CAPITAL OF THE COMPANY. PURSUANT TO ARTICLE
179-L OF THE DECREE DAT ED MARCH 23, 1967 RELATING
TO CORPORATIONS, THE THEORETICAL MAXIMUM NUMBER
OF SHARES THAT COULD BE PURCHASED, BASED ON THE
NUMBER OF SHARES EXISTING AT DECE MBER 31, 2004,
IS 130,545,546, FOR A THEORETICAL MAXIMUM AMOUNT
OF EUR 5,221,8 21,840, WITHOUT TAKING INTO ACCOUNT
SHARES ALREADY HELD. IN THE EVENT OF TRANS ACTIONS
AFFECTING THE CAPITAL OF THE COMPANY, AND MORE
PARTICULARLY IN THE EVE NT OF A CAPITAL INCREASE
BY CAPITALIZATION OF RESERVES AND A FREE DISTRIBUTION
OF SHARES, AS WELL AS IN THE EVENT EITHER OF
A SHARE SPLIT OR OF A REVERSE SH ARE SPLIT, THE
PRICES INDICATED ABOVE SHALL BE ADJUSTED BY A
MULTIPLIER EQUAL TO THE RATIO BETWEEN THE NUMBER
OF SHARES COMPRISING THE CAPITAL BEFORE THE TR
ANSACTION AND THE NUMBER OF SUCH SHARES AFTER
THE TRANSACTION. THE SHAREHOLDER S MEETING RESOLVES
THAT ACQUISITIONS OF SHARES MAY TAKE PLACE: -
WITH A VIEW TO THEIR CANCELLATION BY WAY OF A
REDUCTION OF THE CAPITAL OF THE COMPANY WITH
IN THE LIMITS SET BY LAW, SUBJECT TO THE ADOPTION
OF THE FIFTEENTH RESOLUTION BELOW; - FOR THE
PURPOSE OF ALLOCATING THEM TO EMPLOYEES AND EXECUTIVES
OF THE GROUP UNDER THE TERMS AND CONDITIONS PROVIDED
BY LAW (SHARE PURCHASE OPTIONS, EMPLOYEE PROFIT
SHARING, ALLOCATION OF SHARES FREE OF CHARGE,
ETC.); - WITH A VIEW TO HONORING OBLIGATIONS
ARISING FROM THE ISSUANCE OF SECURITIES CONFERRI
NG A RIGHT TO THE CAPITAL OF THE COMPANY; - FOR
THE PURPOSE OF HOLDING THEM AN D USING THEM IN
AN EVENTUAL EXCHANGE OR AS PAYMENT, PARTICULARLY
IN THE CONTEX T OF EXTERNAL GROWTH TRANSACTIONS
INITIATED BY THE COMPANY BY WAY OF TENDER OF
FER OR OTHERWISE; - WITH A VIEW TO ENSURING THE
LIQUIDITY OF AND TO STIMULATE THE MARKET IN ALCATEL
SHARES THROUGH THE INTERVENTION OF AN INVESTMENT
SERVICE S PROVIDER UNDER THE TERMS OF A LIQUIDITY
AGREEMENT IN CONFORMITY WITH A CODE OF CONDUCT
RECOGNIZED BY THE FRENCH STOCK EXCHANGE AND SECURITIES
REGULATOR; A ND - WITH A VIEW TO ENGAGING IN
ANY MARKET PRACTICE WHICH MIGHT BE ACCEPTED BY
THE FRENCH STOCK EXCHANGE AND SECURITIES REGULATOR,
AND MORE GENERALLY ANY OT HER TRANSACTION IN
COMPLIANCE WITH THE REGULATIONS IN FORCE. THE
SHARES MAY AT ANY TIME, INCLUDING DURING A PUBLIC
OFFERING, AND WITHIN THE LIMITATIONS OF T HE
REGULATIONS IN FORCE, BE PURCHASED, SOLD, EXCHANGED
OR TRANSFERRED, WHETHER ON THE MARKET, IN A PRIVATE
TRANSACTION OR OTHERWISE, BY ANY MEANS AND PARTIC
ULARLY BY BLOCK TRADES, BY WAY OF OPTIONS OR
BY THE USE OF ANY DERIVATIVE PROD UCTS. THE MAXIMUM
PORTION OF THE CAPITAL OF THE COMPANY THAT MAY
BE PURCHASED OR SOLD IN THE FORM OF BLOCK TRADES
SHALL BE THE ENTIRE AMOUNT OF SHARES PURCH ASED
PURSUANT TO THE PURCHASE PROGRAM OR PROGRAMS
SUCCESSIVELY IMPLEMENTED BY THE COMPANY PURSUANT
TO THIS AUTHORIZATION OR PREVIOUS AUTHORIZATIONS.
IN THE EVENT OF A PURCHASE WITH A VIEW TO THE
GRANTING OF OPTIONS TO PURCHASE SHARES PURSUANT
TO THE PROVISIONS OF ARTICLES L. 225-177 AND
FOLLOWING OF THE COMMERC IAL CODE, AND AS AN
EXCEPTION TO WHAT IS SET OUT ABOVE, THE RULES
RELATING TO PRICE SHALL BE THOSE DEFINED BY THE
PROVISIONS OF THAT ARTICLE APPLICABLE TO S HARE
PURCHASE OPTIONS. THIS AUTHORIZATION IS GIVEN
FOR A MAXIMUM PERIOD OF 18 MONTHS, EXPIRING IN
ANY EVENT ON THE DATE OF THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 20 05. WITH
EFFECT FROM THE DATE OF THIS MEETING, IT CANCELS
AND REPLACES THE AUT HORIZATION PREVIOUSLY GRANTED
TO THE BOARD OF DIRECTORS BY THE 7TH RESOLUTION
OF THE COMBINED SHAREHOLDERS MEETING HELD ON
JUNE 4, 2004. IN ORDER TO ENSURE THE IMPLEMENTATION
OF THIS AUTHORIZATION, ALL NECESSARY POWERS ARE
GRANTED TO THE BOARD OF DIRECTORS, WITH POWER
OF SUB-DELEGATION, TO PLACE ANY ORDER ON T HE
STOCK EXCHANGE, TO ENTER INTO ANY AGREEMENT,
PARTICULARLY FOR THE PURPOSE O F KEEPING REGISTERS
OF PURCHASES AND SALES OF SHARES, TO MAKE ANY
DECLARATIONS TO THE FRENCH STOCK EXCHANGE AND
SECURITIES REGULATOR (AUTORITE DES MARCHES F
INANCIERS) AND ANY OTHER GOVERNMENTAL BODY, TO
CARRY OUT ANY OTHER FORMALITIES AND IN GENERAL,
TO TAKE ALL NECESSARY ACTION.
E.15 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management
TO REDUCE THE CAPITAL OF T HE COMPANY: VOTING
UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF
AN EXTRAORDIN ARY SHAREHOLDERS MEETING, THE
SHAREHOLDERS, HAVING READ THE REPORT OF THE BOA
RD OF DIRECTORS AND THE SPECIAL REPORT OF THE
STATUTORY AUDITORS, AUTHORIZE TH E BOARD OF DIRECTORS
IN ACCORDANCE WITH ARTICLE L. 225-209, PARAGRAPH
5, OF TH E COMMERCIAL CODE, FOR A MAXIMUM PERIOD
OF 18 MONTHS STARTING FROM THE DATE OF THIS MEETING
BUT EXPIRING IN ANY EVENT ON THE DATE OF THE
SHAREHOLDERS MEETI NG CALLED TO APPROVE THE
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING
DECEM BER 31, 2005: - TO CANCEL, IN ITS SOLE
DISCRETION, ON ONE OR MORE OCCASIONS, T HE SHARES
OF THE COMPANY WHICH IT HOLDS AS A RESULT OF
THE IMPLEMENTATION OF T HE PURCHASE PROGRAMS
DECIDED ON BY THE COMPANY, SUBJECT TO A LIMIT
OF 10% OF T HE TOTAL NUMBER OF SHARES COMPRISING
THE CAPITAL OF THE COMPANY PER 24-MONTH P ERIOD,
AND TO REDUCE THE CAPITAL BY A CORRESPONDING
AMOUNT, CHARGING THE DIFFE RENCE BETWEEN THE
PURCHASE PRICE OF THE CANCELLED SHARES AND THEIR
NOMINAL VAL UE TO AVAILABLE PREMIUMS AND RESERVES,
INCLUDING, UP TO AN AMOUNT OF 10% OF TH E CANCELLED
SHARE CAPITAL, TO THE LEGAL RESERVE, - TO RECORD
THE COMPLETION OF THE REDUCTION OR REDUCTIONS
IN CAPITAL, TO MAKE THE CORRESPONDING AMENDMENTS
TO THE ARTICLES OF INCORPORATION AND BYLAWS AND
TO CARRY OUT ANY NECESSARY FOR MALITIES, - TO
DELEGATE ANY POWERS NECESSARY FOR THE IMPLEMENTATION
OF ITS DEC ISIONS, ALL IN ACCORDANCE WITH APPLICABLE
LAWS IN FORCE AT THE TIME THIS AUTHO RIZATION
IS USED.
E.16 AMENDMENT OF ARTICLE 7 OF THE ARTICLES OF INCORPORATION Management
AND BYLAWS OF THE COMP ANY RELATING TO THE NOTIFICATIONS
REQUIRED BY SUCH ARTICLES WHEN SHARE OWNERS
HIP REPORTING THRESHOLDS ARE REACHED: VOTING
UNDER THE QUORUM AND MAJORITY REQ UIREMENTS OF
AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS,
HAVING READ THE REPORT OF THE BOARD OF DIRECTORS:
- RESOLVE TO AMEND PARAGRAPHS 1/ AND 2/ OF
THE 2ND PARAGRAPH OF ARTICLE 7 OF THE ARTICLES
OF INCORPORATION AN D BYLAWS OF THE COMPANY,
IN THE FOLLOWING MANNER: 1/ 2% OF THE TOTAL
NUMBER O F THE SHARES MUST, WITHIN A PERIOD OF
FIVE TRADING DAYS FROM THE DATE ON WHICH THIS
SHARE OWNERSHIP THRESHOLD IS REACHED, INFORM
THE COMPANY OF THE TOTAL NU MBER OF SHARES THAT
HE OWNS, BY LETTER OR FAX. THIS NOTIFICATION
SHALL BE RENE WED UNDER THE SAME CONDITIONS EACH
TIME A FURTHER THRESHOLD OF 1% IS REACHED. 2/
3% OF THE TOTAL NUMBER OF THE SHARES MUST, WITHIN
A PERIOD OF FIVE TRADING DAYS FROM THE DATE ON
WHICH THIS SHARE OWNERSHIP THRESHOLD IS REACHED,
REQUEST THE REGISTRATION OF HIS SHARES. THIS
OBLIGATION TO REGISTER SHARES SHALL APPL Y TO
ALL THE SHARES ALREADY HELD AS WELL AS TO ANY
WHICH MIGHT BE ACQUIRED SUB SEQUENTLY IN EXCESS
OF THIS THRESHOLD. THE COPY OF THE REQUEST FOR
REGISTRATIO N, SENT BY LETTER OR FAX TO THE COMPANY
WITHIN FIFTEEN DAYS FROM THE DATE ON W HICH THIS
SHARE OWNERSHIP THRESHOLD IS REACHED, SHALL BE
DEEMED TO BE A NOTIFI CATION THAT THE THRESHOLD
HAS BEEN REACHED. A FURTHER REQUEST SHALL BE
SENT IN THE SAME CONDITIONS EACH TIME A FURTHER
THRESHOLD OF 1% IS REACHED, UP TO 50% . - RESOLVE
TO AMEND THE 6TH PARAGRAPH OF ARTICLE 7 OF THE
ARTICLES OF INCORP ORATION AND BYLAWS OF THE
COMPANY, IN THE FOLLOWING MANNER: ANY SHAREHOLDER
W HOSE SHAREHOLDING FALLS BELOW EITHER OF THE
THRESHOLDS PROVIDED FOR IN (1) AND (2) ABOVE
MUST ALSO INFORM THE COMPANY THEREOF, WITHIN
THE SAME PERIOD OF FIV E DAYS AND IN THE SAME
MANNER.
E.17 AMENDMENT OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION Management
AND BYLAWS OF THE COM PANY RELATING TO THE ISSUANCE
OF SECURITIES REPRESENTING DEBT PURSUANT TO
ORD INANCE NO. 2004-604 OF JUNE 24, 2004 REFORMING
THE LEGAL PROVISIONS CONCERNING THE ISSUANCE
OF SECURITIES: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT
OF THE BOARD OF DIRECTORS, RESOLVE TO AMEND ARTICLE
11 OF THE ARTICLES OF INCORPORATION AND BYLAWS
OF THE COMPANY IN THE FOLLOWING MANNER: ARTICLE
1 1 - ISSUANCE OF SECURITIES REPRESENTING DEBT
THE COMPANY MAY CONTRACT BORROWIN GS AS AND WHEN
NEEDED BY MEANS OF THE ISSUANCE OF SECURITIES
REPRESENTING DEBT , UNDER THE CONDITIONS PROVIDED
BY LAW.
E.18 AMENDMENT OF ARTICLE 18 OF THE ARTICLES OF INCORPORATION Management
AND BYLAWS RELATING T O THE AGE LIMIT FOR THE
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DEPUTY
EXECUTIVE OFFICERS ( MANDATAIRES SOCIAUX ) OF
THE COMPANY: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLD ERS, HAVING READ THE
REPORT OF THE BOARD OF DIRECTORS, RESOLVE TO
AMEND ARTICL E 18 OF THE ARTICLES OF INCORPORATION
AND BYLAWS OF THE COMPANY IN THE FOLLOWI NG MANNER:
ARTICLE 18 - AGE LIMIT FOR THE CHAIRMAN, CHIEF
EXECUTIVE OFFICER A ND DEPUTY EXECUTIVE OFFICERS
THE CHIEF EXECUTIVE OFFICER AND DEPUTY EXECUTIVE
OFFICERS MAY HOLD OFFICE FOR THE PERIOD SET BY
THE BOARD OF DIRECTORS, BUT THI S PERIOD SHALL
NOT EXCEED THEIR TERM OF OFFICE AS DIRECTORS,
IF APPLICABLE, NO R IN ANY EVENT SHALL SUCH PERIOD
EXTEND BEYOND THE DATE OF THE ORDINARY SHAREH
OLDERS MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR IN WHICH THEY
SHALL HAVE REACHED 68 YEARS OF AGE. THE SAME
AGE LIMIT SHALL AP PLY TO THE CHAIRMAN OF THE
BOARD OF DIRECTORS WHEN HE IS ALSO CHIEF EXECUTIVE
OFFICER. WHEN THE CHAIRMAN DOES NOT ALSO OCCUPY
THE POSITION OF CHIEF EXECUTIV E OFFICER, HE
MAY HOLD OFFICE FOR THE PERIOD SET BY THE BOARD
OF DIRECTORS, BU T THIS PERIOD SHALL NOT EXCEED
HIS TERM OF OFFICE AS DIRECTOR, IF APPLICABLE,
NOR IN ANY EVENT SHALL SUCH PERIOD EXTEND BEYOND
THE DATE OF THE ORDINARY SHAR EHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FISCAL YE AR IN WHICH HE SHALL HAVE REACHED
70 YEARS OF AGE. HE SHALL BE ABLE TO REMAIN AS
A DIRECTOR IN THE TERMS SET FORTH IN ARTICLE 13.
E.19 DELEGATION OF POWER TO THE BOARD OF DIRECTORS Management
TO ISSUE ORDINARY SHARES OF THE COMPANY AND ANY
SECURITIES CONFERRING AN IMMEDIATE OR FUTURE
RIGHT TO SHARES O F THE COMPANY OR OF AFFILIATED
COMPANIES, WITH PRESERVATION OF PREFERENTIAL
SU BSCRIPTION RIGHTS, AND TO INCREASE THE CAPITAL
OF THE COMPANY BY THE CAPITALIZ ATION OF PREMIUMS,
RESERVES, PROFITS OR OTHER FUNDS: VOTING UNDER
THE QUORUM A ND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY
SHAREHOLDERS MEETING, THE SHAREH OLDERS, HAVING
READ THE REPORT OF THE BOARD OF DIRECTORS AND
THE SPECIAL REPOR T OF THE STATUTORY AUDITORS:
1/ CANCEL THE AUTHORIZATION GIVEN TO THE BOARD
OF DIRECTORS BY THE 9TH RESOLUTION OF THE SHAREHOLDERS
MEETING HELD ON JUNE 4, 2004, BUT WITHOUT RETROACTIVE
EFFECT AND ONLY WITH RESPECT TO THE UNUSED BALAN
CE OF SUCH AUTHORIZATION AS OF THE DATE OF THIS
SHAREHOLDERS MEETING; 2/ DELE GATE TO THE BOARD
OF DIRECTORS, ACTING ON ITS OWN INITIATIVE, THE
POWER, ON ON E OR MORE OCCASIONS, IN FRANCE OR
ABROAD, IN SUCH PROPORTIONS AND AT SUCH TIME
S AS IT MAY DEEM ADVISABLE, AND IN EUROS OR IN
ANY OTHER CURRENCY OR IN ANY UN IT OF ACCOUNT
ESTABLISHED BY REFERENCE TO A BASKET OF CURRENCIES,
AND WITH OR WITHOUT A PREMIUM: A) TO ISSUE ORDINARY
SHARES AND SECURITIES (INCLUDING WARRA NTS) CONFERRING
AN IMMEDIATE OR FUTURE RIGHT, AT ANY TIME OR
ON A FIXED DATE, WHETHER BY WAY OF SUBSCRIPTION,
CONVERSION, EXCHANGE, REPAYMENT, PRESENTATION
OF WARRANTS OR IN ANY OTHER MANNER, TO SHARES
OF THE COMPANY OR OF A COMPANY I N WHICH ALCATEL
DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF THE
CAPITAL, OR OF A COMPANY WHICH OWNS, DIRECTLY
OR INDIRECTLY, MORE THAN HALF THE CAPITAL OF
AL CATEL, SUBJECT TO THE AUTHORIZATION OF THE
COMPANY AS TO WHICH SUCH RIGHTS WIL L BE EXERCISED;
B) TO INCREASE THE CAPITAL OF THE COMPANY BY
THE CAPITALIZATIO N OF PREMIUMS, RESERVES, PROFITS
OR OTHER FUNDS, THE CAPITALIZATION OF WHICH I
S PERMITTED BY LAW AND UNDER THE ARTICLES OF
INCORPORATION AND BYLAWS, ACCOMPA NIED BY A FREE
DISTRIBUTION OF SHARES OR AN INCREASE IN THE
NOMINAL VALUE OF T HE EXISTING SHARES; 3/ SET
THE PERIOD OF VALIDITY OF THIS DELEGATED POWER
AT 2 6 MONTHS STARTING FROM THE DATE OF THIS
SHAREHOLDERS MEETING; 4/ RESOLVE TO S ET THE
MAXIMUM AMOUNT OF THE ISSUANCES WHICH MIGHT BE
DECIDED UPON BY THE BOAR D OF DIRECTORS PURSUANT
TO THIS DELEGATED POWER AS FOLLOWS: ) IN THE
EVENT OF CAPITAL INCREASES EFFECTED IN THE CONTEXT
OF ISSUANCES COVERED BY 2(A) ABOVE: A) THE MAXIMUM
NOMINAL AMOUNT OF THE SHARES WHICH MAY BE ISSUED
DIRECTLY OR UP ON PRESENTATION OF SECURITIES,
WHETHER REPRESENTING DEBT OR NOT, SHALL NOT EXC
EED EUR 750 MILLION OR THE EQUIVALENT OF SUCH
AMOUNT IN OTHER CURRENCIES, INCR EASED BY THE
NOMINAL AMOUNT OF THE CAPITAL INCREASE RESULTING
FROM THE ISSUANC E OF SHARES WHICH MAY NEED TO
BE EFFECTED IN ORDER TO PRESERVE THE RIGHTS OF
H OLDERS OF SUCH SECURITIES IN ACCORDANCE WITH
LAW, B) THE MAXIMUM NOMINAL AMOUN T OF SECURITIES
REPRESENTING DEBT OF THE COMPANY WHICH MAY BE
ISSUED IN THIS M ANNER MAY NOT EXCEED EUR 6 BILLION
OR THE EQUIVALENT OF SUCH AMOUNT IN OTHER C URRENCIES;
- IN THE EVENT OF THE CAPITALIZATION OF PREMIUMS,
RESERVES, PROFITS OR OTHER FUNDS, THE MAXIMUM
NOMINAL AMOUNT OF CAPITAL INCREASES WHICH MAY
BE EFFECTED IN THIS WAY MAY NOT EXCEED THE TOTAL
AMOUNT OF THE SUMS WHICH MAY BE CAPITALIZED,
IT BEING NOTED THAT THE AMOUNT OF SUCH CAPITAL
INCREASES SHALL NO T COUNT TOWARDS THE LIMIT
SET IN 4(A) ABOVE; 5/ IN THE EVENT THAT THE BOARD
OF DIRECTORS USES THIS DELEGATED POWER IN THE
CONTEXT OF ISSUANCES COVERED BY 2( A) ABOVE:
- RESOLVE THAT THE ISSUANCE OR ISSUANCES SHALL
BE RESERVED ON A PREF ERENTIAL BASIS TO THE SHAREHOLDERS;
- RESOLVE THAT THE BOARD OF DIRECTORS MAY OFFER
ALL OR PART OF THE ISSUED AND UNSUBSCRIBED SHARES
TO THE PUBLIC ON THE F RENCH MARKET AND/OR THE
INTERNATIONAL MARKETS; ) RESOLVE THAT ANY ISSUANCE
OF SHARE SUBSCRIPTION WARRANTS OF THE COMPANY
MAY BE THE SUBJECT EITHER OF AN OFF ER TO SUBSCRIBE
UNDER THE CONDITIONS PROVIDED ABOVE, OR OF A
FREE DISTRIBUTION TO THE OWNERS OF THE EXISTING
SHARES; - FORMALLY NOTE THAT THIS DELEGATED POW
ER SHALL AUTOMATICALLY ENTAIL THE WAIVER BY THE
SHAREHOLDERS OF THEIR PREFEREN TIAL SUBSCRIPTION
RIGHTS IN RESPECT OF THE SHARES TO WHICH THE
SECURITIES BEIN G ISSUED CONFER A RIGHT; 6/
RESOLVE THAT THE BOARD OF DIRECTORS SHALL HAVE
AL L NECESSARY POWERS, WITH POWER OF SUB-DELEGATION,
TO IMPLEMENT THIS DELEGATED POWER UNDER THE CONDITIONS
SET BY LAW AND, IN PARTICULAR: ) FOR ANY ISSUANCE
C OVERED BY 2(A) ABOVE: - TO DETERMINE THE NATURE
AND NUMBER OF THE ORDINARY SHA RES AND OTHER
SECURITIES TO BE ISSUED, THEIR CHARACTERISTICS,
THE AMOUNT OF TH E ISSUANCE PREMIUM AS WELL AS
THE OTHER TERMS OF THE ISSUANCE AND, IN PARTICUL
AR, THE DATE FROM WHICH THE NEW SHARES SHALL
CONFER A RIGHT TO DIVIDENDS, WHIC H MAY EVEN
BE RETROACTIVE; - TO SET THE TERMS PURSUANT TO
WHICH THE COMPANY SH ALL, IF APPLICABLE, HAVE
THE OPTION TO PURCHASE OR EXCHANGE ON THE STOCK
EXCHA NGE THE SECURITIES ISSUED OR TO BE ISSUED
IN THE FUTURE, AT ANY TIME OR DURING SET PERIODS,
- TO CHARGE THE EXPENSES OF THE CAPITAL INCREASE
OR INCREASES TO THE AMOUNT OF THE PREMIUMS RELATING
THERETO AND TO DEDUCT FROM THAT AMOUNT TH E SUMS
NECESSARY TO INCREASE THE LEGAL RESERVE TO ONE
TENTH OF THE NEW CAPITAL AFTER EACH INCREASE,
THE BALANCE BEING AVAILABLE TO BE APPROPRIATED
IN ANY WA Y DECIDED BY THE BOARD OF DIRECTORS
OR THE ORDINARY SHAREHOLDERS MEETING, - I N
THE CASE OF ANY CAPITALIZATION OF PREMIUMS, RESERVES,
PROFITS OR OTHER FUNDS : - TO SET THE AMOUNT
OF THE SUMS TO BE CAPITALIZED, THE NUMBER OF
SHARES TO B E ISSUED AND/OR THE AMOUNT BY WHICH
THE NOMINAL VALUE OF THE SHARES COMPRISING THE
CAPITAL OF THE COMPANY SHALL BE INCREASED, -
TO RESOLVE, IF NECESSARY, AN D IN ACCORDANCE
WITH PROVISIONS OF ARTICLE L. 225-130 OF THE
COMMERCIAL CODE, THAT FRACTIONAL RIGHTS SHALL
NEITHER BE NEGOTIABLE NOR TRANSFERABLE, AND THAT
THE CORRESPONDING SHARES SHALL BE SOLD, THE PROCEEDS
FROM SUCH SALE BEING ALLO CATED TO THE HOLDERS
OF THE RIGHTS WITHIN THE PERIOD SET BY THE REGULATIONS
IN FORCE; - IN GENERAL, TO ENTER INTO ANY AGREEMENT
(IN PARTICULAR TO ENSURE THE SUCCESSFUL IMPLEMENTATION
OF THE ISSUANCE OR ISSUANCES CONTEMPLATED), TO
TAKE ANY NECESSARY MEASURES AND CARRY OUT ANY
FORMALITIES NECESSARY FOR THE ISSUAN CE AND IN
ORDER TO COMPLY WITH THE FINANCIAL OBLIGATIONS
ARISING FROM THE SECU RITIES ISSUED PURSUANT
TO THIS DELEGATED POWER, AS WELL AS FOR THE EXERCISE
OF THE RIGHTS ATTACHED THERETO.
E.20 DELEGATION OF POWER TO THE BOARD OF DIRECTORS Management
TO ISSUE ORDINARY SHARES OF THE COMPANY AND ANY
SECURITIES CONFERRING AN IMMEDIATE OR FUTURE
RIGHT TO SHARES O F THE COMPANY OR OF AFFILIATED
COMPANIES, WITH CANCELLATION OF PREFERENTIAL
SU BSCRIPTION RIGHTS: VOTING UNDER THE QUORUM
AND MAJORITY REQUIREMENTS OF AN EXT RAORDINARY
SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING
READ THE REPORT OF THE BOARD OF DIRECTORS AND
THE SPECIAL REPORT OF THE STATUTORY AUDITORS:
1/CAN CEL THE AUTHORIZATION GIVEN TO THE BOARD
OF DIRECTORS BY THE 10TH RESOLUTION O F THE SHAREHOLDERS
MEETING HELD ON JUNE 4, 2004, BUT WITHOUT RETROACTIVE
EFFE CT AND ONLY WITH RESPECT TO THE UNUSED BALANCE
OF SUCH AUTHORIZATION AS OF THE DATE OF THIS
MEETING; 2/ DELEGATE TO THE BOARD OF DIRECTORS,
ACTING ON ITS OW N INITIATIVE, THE POWER, ON
ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, IN
SUC H PROPORTIONS AND AT SUCH TIMES AS IT MAY
DEEM ADVISABLE, AND IN EUROS OR IN A NY OTHER
CURRENCY OR IN ANY UNIT OF ACCOUNT ESTABLISHED
BY REFERENCE TO A BASK ET OF CURRENCIES TO ISSUE:
- ORDINARY SHARES AND SECURITIES (INCLUDING WARRANT
S) CONFERRING AN IMMEDIATE OR FUTURE RIGHT, AT
ANY TIME OR ON A FIXED DATE, WH ETHER BY WAY
OF SUBSCRIPTION, CONVERSION, EXCHANGE, REPAYMENT,
PRESENTATION OF WARRANTS OR IN ANY OTHER MANNER,
TO SHARES OF THE COMPANY OR OF A COMPANY IN WHICH
ALCATEL DIRECTLY OR INDIRECTLY OWNS MORE THAN
HALF THE CAPITAL, OR OF A COMPANY WHICH DIRECTLY
OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL
OF ALCATE L, SUBJECT TO THE AUTHORIZATION OF
THE COMPANY AS TO WHICH SUCH RIGHTS WILL BE EXERCISED,
IT BEING NOTED THAT SUCH SECURITIES MAY BE ISSUED
(I) AS CONSIDERA TION FOR SECURITIES TRANSFERRED
TO THE COMPANY IN THE CONTEXT OF A PUBLIC EXCH
ANGE OFFER SATISFYING THE CONDITIONS SET FORTH
IN ARTICLE L. 225-148 OF THE CO MMERCIAL CODE,
(II) IN THE CONTEXT OF ANY OTHER TRANSACTION
HAVING THE SAME EF FECT AS A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY IN RESPECT OF
THE SEC URITIES OF ANOTHER COMPANY WHOSE SECURITIES
ARE ADMITTED FOR TRADING ON A REGU LATED MARKET
GOVERNED BY FOREIGN LAW; ) AND/OR SECURITIES
OF THE TYPE INDICATE D ABOVE, FOLLOWING THE ISSUANCE
BY ONE OF THE COMPANIES IN WHICH ALCATEL DIREC
TLY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL
OR BY A COMPANY WHICH DIRECT LY OR INDIRECTLY
OWNS MORE THAN HALF THE CAPITAL OF ALCATEL, OF
ANY OTHER SECU RITIES CONFERRING A RIGHT, AT
ANY TIME OR ON A FIXED DATE, WHETHER BY WAY OF
S UBSCRIPTION, CONVERSION, EXCHANGE, REPAYMENT,
PRESENTATION OF A WARRANT OR IN ANY OTHER MANNER,
TO THE ALLOCATION OF SHARES WHICH ARE OR WILL
BE ISSUED FOR THIS PURPOSE AND REPRESENTING A
PORTION OF THE CAPITAL OF ALCATEL, AND SPECIAL
LY FOR THE PURPOSE OF EFFECTING AN EXTERNAL GROWTH
TRANSACTION AND, IN PARTICU LAR, THE ACQUISITION
OF ANY COMPANY, AGAINST PAYMENT, IN THE SHORT
TERM OR ON A DEFERRED BASIS, WITH SHARES OF THE
COMPANY; 3/ SET THE PERIOD OF VALIDITY OF THIS
DELEGATED POWER AT 26 MONTHS STARTING FROM THE
DATE OF THIS SHAREHOLDERS MEETING; 4/ RESOLVE
TO CANCEL THE PREFERENTIAL SUBSCRIPTION RIGHT
OF THE SHA REHOLDERS IN RESPECT OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS RESOLUTIO N, WHILE
LEAVING THE POWER TO THE BOARD OF DIRECTORS,
IF IT DEEMS IT APPROPRIA TE, TO GIVE TO THE SHAREHOLDERS,
IN RESPECT OF ALL OR PART OF THE ISSUANCE MAD
E, A SUBSCRIPTION PRIORITY WHICH DOES NOT GIVE
RISE TO THE CREATION OF NEGOTIA BLE RIGHTS, FOR
SUCH PERIOD AS IT MAY DETERMINE BUT WHICH SHALL
NOT HOWEVER BE LESS THAN THE PERIOD PROVIDED
BY LAW, TO DEFINE THE CHARACTERISTICS OF SUCH
P RIORITY RIGHT AND IN PARTICULAR TO DECIDE TO
LIMIT THE NUMBER OF SECURITIES TO WHICH IT SHALL
GIVE A RIGHT FOR EACH SUBSCRIPTION ORDER ISSUED;
5/ RESOLVE TO SET THE MAXIMUM AMOUNT OF THE ISSUANCES
WHICH MAY BE DECIDED UPON BY THE BOAR D OF DIRECTORS
PURSUANT TO THIS DELEGATED POWER AS FOLLOWS:
- THE MAXIMUM NOMI NAL AMOUNT OF THE SHARES WHICH
MAY BE ISSUED DIRECTLY OR UPON PRESENTATION OF
SECURITIES, WHETHER OR NOT REPRESENTING DEBT,
SHALL NOT EXCEED EUR 750 MILLION OR THE EQUIVALENT
OF SUCH AMOUNT IN OTHER CURRENCIES, INCREASED
BY THE NOMINA L AMOUNT OF THE CAPITAL INCREASE
RESULTING FROM THE ISSUANCE OF SHARES WHICH M
AY EVENTUALLY NEED TO BE EFFECTED IN ORDER TO
PRESERVE THE RIGHTS OF THE HOLDE RS OF SUCH SECURITIES
IN ACCORDANCE WITH LAW; - THE MAXIMUM NOMINAL
AMOUNT OF SECURITIES REPRESENTING DEBT OF THE
COMPANY WHICH MAY BE ISSUED IN THIS MANNER MAY
NOT EXCEED EUR 6 BILLION OR THE EQUIVALENT OF
SUCH AMOUNT IN OTHER CURREN CIES; 6/ FORMALLY
NOTE THAT THIS DELEGATED POWER SHALL AUTOMATICALLY
ENTAIL TH E WAIVER BY THE SHAREHOLDERS OF THEIR
PREFERENTIAL SUBSCRIPTION RIGHTS IN RESP ECT
OF THE SHARES TO WHICH THE SECURITIES WHICH MAY
BE ISSUED PURSUANT TO THIS DELEGATION CONFER
A RIGHT; 7/ RESOLVE THAT THE AMOUNT OF THE CONSIDERATION
PA ID OR WHICH MAY SUBSEQUENTLY BE PAID TO THE
COMPANY FOR EACH OF THE SHARES ISS UED IN THE
CONTEXT OF THIS DELEGATED POWER SHALL BE AT LEAST
EQUAL TO THE WEIG HTED AVERAGE PRICE OF THE SHARE
QUOTED ON THE EUROLIST MARKET OF EURONEXT PARI
S DURING THE THREE LAST TRADING SESSIONS PRECEDING
THE SETTING OF THE PRICE, R EDUCED, EVENTUALLY,
BY A MAXIMUM DISCOUNT OF 5%. THIS AVERAGE SHALL
BE CORRECT ED, IF NECESSARY, IN THE EVENT OF
A DIFFERENCE BETWEEN THE DATES AS OF WHICH T
HE SHARES ARE ENTITLED TO DIVIDENDS. IN THE EVENT
OF THE ISSUANCE OF SHARE SUB SCRIPTION WARRANTS
OF THE COMPANY, THE SUM RECEIVED BY THE COMPANY
WHEN THE WA RRANTS ARE SUBSCRIBED SHALL BE TAKEN
INTO ACCOUNT IN THIS CALCULATION; 8/ GIVE ALL
NECESSARY POWERS TO THE BOARD OF DIRECTORS, WITH
POWER OF SUB-DELEGATION, TO IMPLEMENT THIS DELEGATED
POWER UNDER THE CONDITIONS SET BY LAW AND, IN
PAR TICULAR: - TO DETERMINE THE NATURE AND NUMBER
OF THE ORDINARY SHARES AND OTHER SECURITIES TO
BE ISSUED, THEIR CHARACTERISTICS, THE AMOUNT
OF THE ISSUANCE PR EMIUM AS WELL AS THE OTHER
TERMS OF THEIR ISSUANCE AND, IN PARTICULAR, THE
DAT E FROM WHICH THE NEW SHARES SHALL CONFER
A RIGHT TO DIVIDENDS, WHICH MAY EVEN BE RETROACTIVE;
- TO SET THE TERMS PURSUANT TO WHICH THE COMPANY
SHALL, IF APP LICABLE, HAVE THE OPTION TO PURCHASE
OR EXCHANGE ON THE STOCK EXCHANGE THE SEC URITIES
ISSUED OR TO BE ISSUED IN THE FUTURE, AT ANY
TIME OR DURING SET PERIOD S; - MORE PARTICULARLY,
IN THE EVENT OF THE ISSUANCE OF SECURITIES FOR
THE PUR POSE OF EXCHANGING THEM AGAINST SECURITIES
TENDERED IN THE CONTEXT OF A PUBLIC EXCHANGE
OFFER OR A TRANSACTION HAVING THE SAME EFFECT:
- TO APPROVE THE LIST OF SECURITIES TENDERED
IN THE CONTEXT OF THE EXCHANGE, - TO DETERMINE
THE TER MS OF THE ISSUANCE, THE EXCHANGE RATIO
AND, IF NECESSARY, THE AMOUNT OF THE BA LANCE
TO BE PAID IN CASH, - TO DETERMINE THE TERMS
OF THE ISSUANCE IN THE CONT EXT EITHER OF A PUBLIC
EXCHANGE OFFER, A PURCHASE OR EXCHANGE OFFER
BEING MADE IN THE ALTERNATIVE, OR OF A PUBLIC
OFFER THAT IS MAINLY A PURCHASE OR AN EXCH ANGE
OFFER, COUPLED WITH A PUBLIC EXCHANGE OFFER OR
A PUBLIC PURCHASE OFFER OF A MORE LIMITED SCOPE,
- TO CHARGE THE EXPENSES OF THE CAPITAL INCREASES
TO TH E AMOUNT OF THE PREMIUMS RELATING THERETO
AND TO DEDUCT FROM THAT AMOUNT THE S UMS NECESSARY
TO INCREASE THE LEGAL RESERVE TO ONE TENTH OF
THE NEW CAPITAL OF THE COMPANY AFTER EACH INCREASE,
THE BALANCE BEING AVAILABLE TO BE APPROPRIA
TED IN ANY WAY DECIDED BY THE BOARD OF DIRECTORS
OR THE ORDINARY SHAREHOLDERS MEETING; - IN GENERAL,
TO ENTER INTO ANY AGREEMENT (IN PARTICULAR TO
ENSURE T HE SUCCESSFUL IMPLEMENTATION OF THE
ISSUANCE OR ISSUANCES CONTEMPLATED), TO TA KE
ANY NECESSARY MEASURES AND CARRY OUT ANY FORMALITIES
NECESSARY FOR THE ISSU ANCE
E.21 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management
TO INCREASE THE NUMBER OF SHARES TO BE ISSUED
IN THE EVENT OF AN INCREASE IN THE CAPITAL OF
THE COMPANY, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHTS, PURSUANT TO THE NINETEENTH AND TWENTIETH
RESOLUTIONS: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS O F AN EXTRAORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS, HAVING READ THE RE
PORT OF THE BOARD OF DIRECTORS AND THE SPECIAL
REPORT OF THE STATUTORY AUDITOR S, AUTHORIZE
THE BOARD OF DIRECTORS, IF IT ASCERTAINS THAT
THERE IS EXCESS DEM AND TO SUBSCRIBE FOR SHARES
UPON A CAPITAL INCREASE DECIDED UPON PURSUANT
TO T HE NINETEENTH AND TWENTIETH RESOLUTIONS
OF THIS SHAREHOLDERS MEETING, TO INCR EASE THE
NUMBER OF SECURITIES IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLE L. 225-135-1 OF THE COMMERCIAL CODE,
WITHIN THIRTY DAYS OF THE EXPIRATION OF THE SUBSCRIPTION
PERIOD, SUBJECT TO A LIMIT OF 15% OF THE INITIAL
ISSUANCE AND AT THE SAME PRICE AS WAS USED FOR
THE INITIAL ISSUANCE. THE PERIOD OF VALIDITY
OF THIS DELEGATED POWER IS 26 MONTHS STARTING
FROM THE DATE OF THIS SHAREHOLDERS MEETING.
E.22 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management
TO INCREASE THE CAPITAL OF THE COMPANY, BY A
PUBLIC OFFERING OF SHARES WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS, BY THE ISSUANCE OF ORDINARY
SHARES, AND ANY SECURITIES CONFERRING A R IGHT,
IMMEDIATELY OR IN THE FUTURE, TO SHARES, OF THE
COMPANY OR OF AFFILIATE D COMPANIES, AND TO
SET THE ISSUANCE PRICE THEREOF: VOTING UNDER
THE QUORUM AN D MAJORITY REQUIREMENTS OF AN
EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREH
OLDERS, HAVING READ THE REPORT OF THE BOARD OF
DIRECTORS AND THE SPECIAL REPOR T OF THE STATUTORY
AUDITORS: 1/ AUTHORIZE THE BOARD OF DIRECTORS,
IN THE CONTE XT OF ARTICLE L. 225-136 OF THE
COMMERCIAL CODE AND SUBJECT TO A LIMIT OF 10%
OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
PER YEAR, TO ISSUE VIA A PUBLIC OFFERING AND
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS ON THE
PART OF THE SHAR EHOLDERS, ANY ORDINARY SHARES
AND OTHER SECURITIES CONFERRING A RIGHT, IMMEDIA
TELY OR IN THE FUTURE, TO SHARES OF THE COMPANY
OR OF A COMPANY IN WHICH ALCAT EL DIRECTLY OR
INDIRECTLY OWNS MORE THAN HALF THE CAPITAL, OR
OF A COMPANY WHI CH DIRECTLY OR INDIRECTLY OWNS
MORE THAN HALF THE CAPITAL OF ALCATEL, AND TO
S ET THE ISSUANCE PRICE FOR SUCH SHARES OR SECURITIES
USING EITHER OF THE TWO FO LLOWING METHODS: -
AN ISSUANCE PRICE EQUAL TO THE AVERAGE ALCATEL
SHARE PRICE ON THE EUROLIST MARKET OF EURONEXT
PARIS RECORDED OVER A MAXIMUM PERIOD OF SIX MONTHS
PRECEDING THE ISSUANCE, ) AN ISSUANCE PRICE EQUAL
TO THE WEIGHTED AVER AGE ALCATEL SHARE PRICE
ON THE EUROLIST MARKET OF EURONEXT PARIS ON THE
DAY PR ECEDING THE ISSUANCE (VWAP 1) WITH A MAXIMUM
DISCOUNT OF 20%; 2/ RESOLVE THAT THE NOMINAL
AMOUNT OF THE INCREASE IN THE CAPITAL OF THE
COMPANY RESULTING FRO M THE ISSUANCE OF THE SECURITIES
DEFINED IN PARAGRAPH 1/ ABOVE, SHALL COUNT TO
WARDS THE AMOUNT OF THE OVERALL LIMIT FOR CAPITAL
INCREASES SET IN THE TWENTYF OURTH RESOLUTION;
3/ FORMALLY NOTE THAT THIS DELEGATED POWER SHALL
AUTOMATICAL LY ENTAIL THE WAIVER BY THE SHAREHOLDERS
OF THEIR PREFERENTIAL SUBSCRIPTION RI GHTS IN
RESPECT OF THE SHARES TO WHICH THE SECURITIES
ISSUED PURSUANT TO THIS DELEGATED POWER CONFER
A RIGHT; 4/ SET THE PERIOD OF VALIDITY OF THIS
AUTHORIZ ATION AT 26 MONTHS STARTING FROM THE
DATE OF THIS SHAREHOLDERS MEETING; 5/ GI VE
ALL NECESSARY POWERS TO THE BOARD OF DIRECTORS,
WITH POWER OF SUB-DELEGATIO N, TO IMPLEMENT THESE
ISSUANCES ON SUCH TERMS AS IT MAY DECIDE, AND
IN PARTICU LAR: - TO SET THE NATURE AND NUMBER
OF THE ORDINARY SHARES AND THE OTHER SECUR ITIES
TO BE CREATED, THEIR CHARACTERISTICS AND THE
TERMS OF THEIR ISSUANCE; - TO CHARGE THE EXPENSES
OF THE CAPITAL INCREASE TO THE AMOUNT OF THE
PREMIUMS R ELATING THERETO AND TO DEDUCT FROM
THAT AMOUNT THE SUMS NECESSARY TO INCREASE THE
LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL
OF THE COMPANY AFTER EACH IN CREASE, THE BALANCE
BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY
DECIDED BY T HE BOARD OF DIRECTORS OR THE ORDINARY
SHAREHOLDERS MEETING; - TO MAKE ANY NEC ESSARY
AMENDMENTS TO THE ARTICLES OF INCORPORATION AND
BYLAWS.
E.23 DELEGATION OF POWER TO THE BOARD OF DIRECTORS Management
TO INCREASE THE CAPITAL OF THE C OMPANY, TO COMPENSATE
FOR CONTRIBUTIONS IN KIND IN THE FORM OF SHARES
OR SECUR ITIES CONFERRING A RIGHT TO THE CAPITAL
OF UNAFFILIATED COMPANIES: VOTING UNDE R THE
QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY
SHAREHOLDERS MEETI NG, THE SHAREHOLDERS, HAVING
READ THE REPORT OF THE BOARD OF DIRECTORS: 1/
DEL EGATE TO THE BOARD OF DIRECTORS, IN ACCORDANCE
WITH ARTICLE L. 225-147 OF THE COMMERCIAL CODE,
THE POWER NECESSARY TO INCREASE THE CAPITAL OF
THE COMPANY, S UBJECT TO A LIMIT OF 10% OF THE
CAPITAL OF THE COMPANY, BY THE ISSUANCE OF ORD
INARY SHARES AND ANY OTHER SECURITIES CONFERRING
A RIGHT TO THE CAPITAL OF THE COMPANY, IN CONSIDERATION
OF CONTRIBUTIONS IN KIND MADE TO THE COMPANY
CONSIS TING OF SHARES OR SECURITIES CONFERRING
A RIGHT TO THE CAPITAL OF UNAFFILIATED COMPANIES,
WHEN THE PROVISIONS OF ARTICLE L. 225-148 OF
THE COMMERCIAL CODE D O NOT APPLY; 2/ RESOLVE
THAT THE NOMINAL AMOUNT OF THE CAPITAL INCREASE
RESULT ING FROM THE ISSUANCE OF THE SECURITIES
DEFINED IN PARAGRAPH 1/ ABOVE SHALL CO UNT TOWARDS
THE AMOUNT OF THE OVERALL LIMIT FOR INCREASES
IN THE CAPITAL OF TH E COMPANY SET IN THE TWENTY-FOURTH
RESOLUTION; 3/ SET THE PERIOD OF VALIDITY O F
THIS DELEGATION AT 26 MONTHS STARTING FROM THE
DATE OF THIS SHAREHOLDERS ME ETING; 4/ GIVE
ALL NECESSARY POWERS TO THE BOARD OF DIRECTORS,
WITH POWER OF S UB-DELEGATION, TO IMPLEMENT THESE
ISSUANCES ON SUCH TERMS AS IT MAY DECIDE AND
, IN PARTICULAR: - TO SET THE NATURE AND NUMBER
OF THE ORDINARY SHARES AND THE SECURITIES TO
BE CREATED, THEIR CHARACTERISTICS AND THE TERMS
OF THEIR ISSUAN CE, - TO APPROVE THE VALUATION
OF THE ASSETS CONTRIBUTED, - TO CHARGE THE EXPE
NSES, CHARGES AND DUTIES OF THE CAPITAL INCREASE
TO THE AMOUNT OF THE PREMIUMS RELATING THERETO
AND TO DEDUCT FROM THAT AMOUNT THE SUMS NECESSARY
TO INCREAS E THE LEGAL RESERVE TO ONE TENTH OF
THE NEW CAPITAL OF THE COMPANY AFTER EACH INCREASE,
THE BALANCE BEING AVAILABLE TO BE APPROPRIATED
IN ANY WAY DECIDED BY THE BOARD OF DIRECTORS
OR THE ORDINARY SHAREHOLDERS MEETING, - TO MAKE
ANY N ECESSARY AMENDMENTS TO THE ARTICLES OF
INCORPORATION AND BYLAWS.
E.24 OVERALL LIMITS ON THE AMOUNT OF ISSUANCES TO Management
BE MADE PURSUANT TO THE NINETEENT H, TWENTIETH,
TWENTY-FIRST, TWENTY-SECOND AND TWENTY-THIRD
RESOLUTIONS: VOTING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS
MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT
OF THE BOARD OF DIRECTORS AN D THE SPECIAL REPORT
OF THE STATUTORY AUDITORS, RESOLVE TO SET THE
FOLLOWING L IMITS ON THE AMOUNTS OF THE ISSUANCES
WHICH COULD BE DECIDED UPON BY THE BOARD OF DIRECTORS
PURSUANT TO THE DELEGATED POWERS OR AUTHORIZATIONS
CONTAINED IN THE NINETEENTH, TWENTIETH, TWENTY-FIRST,
TWENTY-SECOND AND TWENTY-THIRD RESOLU TIONS OF
THE SHAREHOLDERS MEETING HELD ON THE DATE THEREOF:
1/ THE MAXIMUM NO MINAL AMOUNT OF THE SHARES
WHICH MAY BE ISSUED DIRECTLY OR UPON PRESENTATION
O F SECURITIES, WHETHER OR NOT REPRESENTING DEBT,
SHALL NOT EXCEED EUR 750 MILLI ON OR THE EQUIVALENT
OF SUCH AMOUNT IN OTHER CURRENCIES, INCREASED
BY THE NOMI NAL AMOUNT OF THE CAPITAL INCREASE
RESULTING FROM THE ISSUANCE OF SHARES WHICH MAY
EVENTUALLY NEED TO BE EFFECTED IN ORDER TO PRESERVE
THE RIGHTS OF HOLDERS OF SUCH SECURITIES IN COMPLIANCE
WITH LAW, IT BEING NOTED THAT THIS LIMIT SHA
LL NOT APPLY TO CAPITAL INCREASES BY CAPITALIZATION
OF PREMIUMS, RESERVES, PRO FITS OR OTHER FUNDS,
2/ THE MAXIMUM NOMINAL AMOUNT OF SECURITIES REPRESENTING
DEBT OF THE COMPANY WHICH MAY BE ISSUED MAY NOT
EXCEED EUR 6 BILLION OR THE EQ UIVALENT OF SUCH
AMOUNT IN OTHER CURRENCIES.
E.25 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management
TO INCREASE THE CAPITAL OF THE COMPANY BY THE
ISSUANCE OF SHARES RESERVED TO PARTICIPANTS IN
A COMPANY S AVINGS PLAN IN ACCORDANCE WITH THE
PROVISIONS OF THE COMMERCIAL CODE AND OF AR TICLES
L. 443-1 AND FOLLOWING OF THE LABOR CODE, INCLUDING
IN THE EVENT OF USE OF THE DELEGATIONS OF POWER
AND AUTHORIZATIONS TO EFFECT A CAPITAL INCREASE:
VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS
OF AN EXTRAORDINARY SHAREHOL DERS MEETING, THE
SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD
OF DIRECT ORS AND THE SPECIAL REPORT OF THE STATUTORY
AUDITORS: 1/ CANCEL THE AUTHORIZAT ION GIVEN
TO THE BOARD OF DIRECTORS BY THE 12TH RESOLUTION
OF THE SHAREHOLDERS MEETING HELD ON JUNE 4, 2004,
BUT WITHOUT RETROACTIVE EFFECT AND ONLY WITH
R ESPECT TO THE UNUSED BALANCE OF SUCH AUTHORIZATION
AS OF THE DATE OF THIS MEET ING; 2/ AUTHORIZE
THE BOARD OF DIRECTORS, IN THE CONTEXT OF THE
PROVISIONS OF ARTICLES L. 225-138 AND L. 225-129-6
OF THE COMMERCIAL CODE, AND OF ARTICLE L. 443-5
OF THE LABOR CODE, TO INCREASE THE CAPITAL ON
ONE OR MORE OCCASIONS, AT ITS SOLE INITIATIVE,
BY THE ISSUANCE OF NEW SHARES TO BE PAID IN CASH
AND, IF APPLICABLE, BY THE FREE DISTRIBUTION
OF SHARES OR OTHER SECURITIES CONFERRING A RIGHT
TO THE SHARE CAPITAL UNDER THE CONDITIONS SET
BY LAW, AND RESERVED TO PARTICIPANTS IN A COMPANY
SAVINGS PLAN; 3/ RESOLVE THAT THE BENEFICIARIES
OF THE CAPITAL INCREASES AUTHORIZED HEREBY SHALL
BE THE PARTICIPANTS IN A COMPANY SAVINGS PLAN
OF ALCATEL OR OF COMPANIES AFFILIATED WITH ALCATEL
WITHIN THE ME ANING OF ARTICLE L. 225-180 OF
THE COMMERCIAL CODE, AND WHO FURTHER SATISFY
AN Y CONDITIONS THAT MAY BE SET BY THE BOARD
OF DIRECTORS; 4/ RESOLVE TO CANCEL T HE PREFERENTIAL
SUBSCRIPTION RIGHT OF THE SHAREHOLDERS IN RESPECT
OF THE SHARE S THUS ISSUED, IN FAVOR OF THE SAID
EMPLOYEES; 5/ SET THE PERIOD OF VALIDITY O F
THIS AUTHORIZATION AT 26 MONTHS STARTING FROM
THE DATE OF THIS SHAREHOLDERS MEETING; 6/ RESOLVE
TO LIMIT THE MAXIMUM NUMBER OF SHARES OF THE
COMPANY WHIC H MAY BE ISSUED PURSUANT TO THIS
RESOLUTION TO 3% OF THE CAPITAL OF THE COMPAN
Y AT THE TIME OF EACH ISSUANCE; 7/ RESOLVE THAT
THE SUBSCRIPTION PRICE FOR THE SHARES TO BE PAID
BY THE BENEFICIARIES REFERRED TO ABOVE SHALL
NOT BE MORE TH AN 5% LOWER THAN THE AVERAGE OPENING
PRICES OF THE SHARES QUOTED ON THE EUROLI ST
MARKET OF EURONEXT PARIS DURING THE TWENTY TRADING
SESSIONS PRECEDING THE D ATE ON WHICH THE BOARD
OF DIRECTORS ADOPTS ITS DECISION SETTING THE
OPENING DA TE OF THE SUBSCRIPTION, NOR SHALL
IT BE HIGHER THAN THIS AVERAGE, WHICH SHALL,
IF NECESSARY, BE CORRECTED IN THE EVENT OF A
DIFFERENCE BETWEEN THE DATES AS OF WHICH THE
SHARES ARE ENTITLED TO DIVIDENDS; 8/ AUTHORIZE
THE BOARD OF DIREC TORS, PURSUANT TO THIS AUTHORIZATION,
TO ISSUE ANY SECURITIES CONFERRING A RIG HT TO
THE CAPITAL OF THE COMPANY WHICH MIGHT BE AUTHORIZED
IN THE FUTURE BY TH E LAWS OR REGULATIONS THEN
IN FORCE; 9/ RESOLVE THAT, IN THE EVENT THAT
PURSUA NT TO THE POWERS DELEGATED TO THE BOARD
OF DIRECTORS BY THIS SHAREHOLDERS MEE TING PURSUANT
TO THE NINETEENTH, TWENTIETH, TWENTYSECOND AND
TWENTY-SEVENTH RE SOLUTIONS, THE BOARD SHOULD
DECIDE ON A CAPITAL INCREASE TO BE SUBSCRIBED
IN C ASH OR ON AN ALLOCATION OF OPTIONS TO SUBSCRIBE
FOR SHARES OF THE COMPANY, IT SHALL ISSUE ITS
OPINION ON THE APPROPRIATENESS OF INCREASING
THE CAPITAL PURSU ANT TO ARTICLE L.225-129-6
OF THE COMMERCIAL CODE, AND AUTHORIZE THE BOARD
OF DIRECTORS, WITH POWER OF SUB-DELEGATION, TO
MAKE SUCH CAPITAL INCREASES RESERV ED TO THE
BENEFICIARIES REFERRED TO IN PARAGRAPH 3 ABOVE,
SUBJECT TO A MAXIMUM LIMIT OF 3% OF THE CAPITAL
INCREASE THAT IT SHALL HAVE DECIDED UPON PURSUANT
TO THE POWERS DELEGATED TO IT AND AUTHORIZATIONS
PROVIDED BY THE AFOREMENTIONE D NINETEENTH, TWENTIETH
AND TWENTY-SECOND RESOLUTIONS AND THE TWENTY-SEVENTH
R ESOLUTION BELOW; 10/ GIVE ALL NECESSARY POWERS
TO THE BOARD OF DIRECTORS, WITH POWER OF SUB-DELEGATION,
TO IMPLEMENT THIS AUTHORIZATION, SUBJECT TO THE
LIMI TATIONS AND UNDER THE CONDITIONS SPECIFIED
ABOVE, IN ORDER, IN PARTICULAR: - T O DETERMINE
THE COMPANIES WHOSE EMPLOYEES SHALL BE ENTITLED
TO BENEFIT FROM TH E SUBSCRIPTION OFFER, AND
TO SET THE CONDITIONS TO BE SATISFIED BY THE
BENEFIC IARIES, - TO SET THE NATURE OF THE SECURITIES
TO BE CREATED, THEIR CHARACTERIS TICS AND THE
MANNER OF THEIR ISSUANCE, - TO DECIDE THAT THE
SUBSCRIPTIONS MAY BE EFFECTED DIRECTLY OR THROUGH
A MUTUAL FUND OR ANOTHER ENTITY IN ACCORDANCE
WITH THE LEGISLATION IN FORCE, - TO DECIDE AND
SET THE TERMS OF FREE DISTRIBUT IONS OF SHARES
OR OF OTHER SECURITIES CONFERRING A RIGHT TO
THE CAPITAL OF THE COMPANY, PURSUANT TO THE AUTHORIZATION
GRANTED ABOVE, - TO SET THE PERIOD GIV EN TO
SUBSCRIBERS TO PAY FOR THEIR SHARES, - TO SET
THE DATE FROM WHICH THE NE W SHARES SHALL CONFER
A RIGHT TO DIVIDENDS, WHICH MAY EVEN BE RETROACTIVE.
- F ORMALLY TO RECORD THE COMPLETION OF THE CAPITAL
INCREASE FOR THE NUMBER OF SHA RES ACTUALLY SUBSCRIBED,
OR TO DECIDE TO INCREASE THE AMOUNT OF THE CAPITAL
IN CREASE SO THAT ALL OF THE SUBSCRIPTION REQUESTS
RECEIVED MAY BE SATISFIED, - T O CHARGE THE EXPENSES
OF THE CAPITAL INCREASES TO THE AMOUNT OF THE
PREMIUMS R ELATING THERETO AND TO DEDUCT FROM
THAT AMOUNT THE SUMS NECESSARY TO INCREASE THE
LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL
OF THE COMPANY AFTER EACH IN CREASE, THE BALANCE
BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY
DECIDED BY T HE BOARD OF DIRECTORS OR THE ORDINARY
SHAREHOLDERS MEETING; ) IN GENERAL, TO TAKE
ANY STEPS TO COMPLETE THE CAPITAL INCREASES,
TO CARRY OUT ANY FORMALITIES REQUIRED IN CONNECTION
THEREWITH AND TO MAKE ANY NECESSARY AMENDMENTS
TO THE ARTICLES OF INCORPORATION AND BYLAWS.
E.26 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management
TO DISTRIBUTE EXISTING SHA RES OF THE COMPANY,
OR SHARES TO BE ISSUED BY THE COMPANY, FREE OF
CHARGE: VOT ING UNDER THE QUORUM AND MAJORITY
REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDER
S MEETING, THE SHAREHOLDERS, HAVING READ THE
REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL
REPORT OF THE STATUTORY AUDITORS, IN ACCORDANCE
WITH THE ARTI CLE L. 225-197-1 AND FOLLOWING
OF THE COMMERCIAL CODE: 1/ AUTHORIZE THE BOARD
OF DIRECTORS TO MAKE DISTRIBUTIONS OF EXISTING
COMPANY SHARES OR OF COMPANY SH ARES TO BE ISSUED
IN THE FUTURE, FREE OF CHARGE, ON ONE OR MORE
OCCASIONS, TO MEMBERS OF SALARIED STAFF OR TO
CERTAIN CATEGORIES OF SUCH STAFF, AND TO THE
C HAIRMAN, CHIEF EXECUTIVE OFFICER AND DEPUTY
EXECUTIVE OFFICERS, OF ALCATEL AND OF COMPANIES
OR ECONOMIC INTEREST GROUPS AFFILIATED THEREWITH,
UNDER THE COND ITIONS PROVIDED BY ARTICLE L.
225-17-2 OF THE COMMERCIAL CODE; 2/ RESOLVE THAT
THE BOARD OF DIRECTORS SHALL DETERMINE THE IDENTITY
OF THE BENEFICIARIES OF S UCH DISTRIBUTIONS TOGETHER
WITH THE CONDITIONS THEREOF AND, IF APPLICABLE,
THE CRITERIA FOR THE ALLOCATION OF SUCH SHARES;
3/ RESOLVE THAT THE TOTAL NUMBER OF SHARES DISTRIBUTED
FREE OF CHARGE SHALL NOT BE SUCH THAT, WHEN ADDED
TO ANY CAPITAL INCREASES RESULTING FROM THE EXERCISE
OF OPTIONS GRANTED PURSUANT TO THE TWENTY-SEVENTH
RESOLUTION, THE CAPITAL INCREASE IS IN EXCESS
OF 6% OF THE CAPITAL OF THE COMPANY; 4/ FORMALLY
NOTE THAT THE SHARES SHALL BE FINALLY ALLO CATED
TO THEIR BENEFICIARIES AT THE EXPIRATION OF A
PURCHASE PERIOD AND SHALL BE HELD BY SUCH BENEFICIARIES
FOR A MINIMUM PERIOD. THE MINIMUM PURCHASE PERIO
D AND PERIOD OF MANDATORY HOLDING SHALL BE NOT
LESS THAN THOSE SET BY THE COMM ERCIAL CODE ON
THE DATE OF THE DECISION OF THE BOARD OF DIRECTORS;
5/ RESOLVE THAT THE BOARD OF DIRECTORS SHALL
HAVE THE POWER TO SET THE LENGTH OF THE PURC
HASE PERIOD AND OF THE MANDATORY HOLDING PERIOD
UNDER THE CONDITIONS PROVIDED IN PARAGRAPH 4/
ABOVE; 6/ AUTHORIZE THE BOARD OF DIRECTORS, IF
NECESSARY, DURI NG THE PURCHASE PERIOD, TO MAKE
ADJUSTMENTS TO THE NUMBER OF SHARES DISTRIBUTE
D FREE OF CHARGE DEPENDING UPON EVENTUAL TRANSACTIONS
AFFECTING THE CAPITAL OF ALCATEL, IN ORDER TO
PRESERVE THE RIGHTS OF THE BENEFICIARIES; 7/
FORMALLY NO TE THAT IN THE EVENT OF THE DISTRIBUTION,
FREE OF CHARGE, OF SHARES TO BE ISS UED, THIS
AUTHORIZATION SHALL ENTAIL, AT THE END OF THE
PURCHASE PERIOD, A CAP ITAL INCREASE BY THE CAPITALIZATION
OF RESERVES, PROFITS OR ISSUANCE PREMIUMS IN
FAVOR OF THE BENEFICIARIES OF THE SAID SHARES
AND A CORRESPONDING WAIVER BY THE SHAREHOLDERS
IN FAVOR OF THE PERSONS TO WHOM THE SHARES ARE
ALLOCATED, OF THEIR SHARE OF THE RESERVES, PROFITS
AND PREMIUMS SO CAPITALIZED; 8/ SET THE PERIOD
OF VALIDITY OF THIS AUTHORIZATION AT 38 MONTHS
STARTING FROM THE DATE T HEREOF; 9/ RESOLVE THAT
THE BOARD OF DIRECTORS SHALL HAVE ALL NECESSARY
POWERS , PARTICULARLY, IN THE EVENT OF THE DISTRIBUTION
OF SHARES TO BE ISSUED IN THE FUTURE, TO SET
THE AMOUNT AND NATURE OF THE RESERVES, PROFITS
AND PREMIUMS TO BE CAPITALIZED, TO DETERMINE
THE AMOUNT OF THE UNAVAILABLE RESERVE BY DEDUCTI
ON FROM THE PROFITS, PREMIUMS OR RESERVES LINE
ITEMS, TO NOTE ANY CAPITAL INCR EASE EFFECTED
PURSUANT TO THIS DELEGATED POWER, TO AMEND THE
ARTICLES OF INCO RPORATION AND BYLAWS AS A RESULT
THEREOF AND IN GENERAL, TO TAKE ALL NECESSARY
ACTION.
E.27 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management
TO GRANT SHARE SUBSCRIPTIO N OPTIONS OR SHARE
PURCHASE OPTIONS IN THE COMPANY: VOTING UNDER
THE QUORUM AN D MAJORITY REQUIREMENTS OF AN EXTRAORDINARY
SHAREHOLDERS MEETING, THE SHAREHO LDERS, HAVING
READ THE REPORT OF THE BOARD OF DIRECTORS AND
THE SPECIAL REPORT OF THE STATUTORY AUDITORS:
1/ CANCEL THE AUTHORIZATION GIVEN TO THE BOARD
OF DIRECTORS BY THE 13TH RESOLUTION OF THE SHAREHOLDERS
MEETING HELD ON APRIL 18 , 2002, BUT WITHOUT
RETROACTIVE EFFECT AND CONSEQUENTLY ONLY WITH
RESPECT TO T HE UNUSED BALANCE OF SUCH AUTHORIZATION
AS OF THE DATE OF THIS MEETING; 2/ AUT HORIZE
THE BOARD OF DIRECTORS, WITH POWER TO SUB-DELEGATE
TO THE CHIEF EXECUTI VE OFFICER, IN THE CONTEXT
OF THE PROVISIONS OF ARTICLE L. 225-177 AND FOLLOWI
NG OF THE COMMERCIAL CODE, TO GRANT OPTIONS TO
THE BENEFICIARIES INDICATED BEL OW, ON ONE OR
MORE OCCASIONS, CONFERRING A RIGHT TO SUBSCRIBE
FOR NEW SHARES O F THE COMPANY TO BE ISSUED BY
WAY OF A CAPITAL INCREASE OR TO BUY EXISTING
SHA RES OF THE COMPANY FROM THOSE SHARES BOUGHT
BACK BY THE COMPANY UNDER THE COND ITIONS PROVIDED
BY LAW; 3/ RESOLVE THAT THE BENEFICIARIES OF
THESE OPTIONS SHA LL BE CHOSEN AMONG THE SALARIED
PERSONNEL OR THE CHAIRMAN, CHIEF EXECUTIVE OFF
ICER AND DEPUTY EXECUTIVE OFFICERS ( MANDATAIRES
SOCIAUX ) AS DEFINED BY LAW, OF ALCATEL AND OF
COMPANIES OR ECONOMIC INTEREST GROUPS AFFILIATED
DIRECTLY OR INDIRECTLY THEREWITH UNDER THE CONDITIONS
OF ARTICLE L. 225-180 OF THE COMMER CIAL CODE;
4/ RESOLVE THAT THE TOTAL NUMBER OF OPTIONS GRANTED
IN THE CONTEXT OF THIS AUTHORIZATION MAY NOT
CONFER A RIGHT TO SUBSCRIBE FOR A NUMBER OF NEW
SHARES IN EXCESS OF 6% OF THE TOTAL NUMBER OF
SHARES COMPRISING THE CAPITAL OF THE COMPANY,
SUBJECT TO ANY OTHER LEGAL LIMITS, IT BEING NOTED
THAT THE TOTAL NUMBER OF NEW SHARES ALLOCATED
PURSUANT TO THE TWENTY-SIXTH RESOLUTION SHALL
COUNT TOWARDS THIS LIMIT; 5/ RESOLVE THAT THE
ISSUANCE PRICE OR PURCHASE PRIC E OF THE SHARES
MAY NOT BE LESS THAN THE AVERAGE OPENING PRICES
QUOTED FOR THE SHARES ON THE EUROLIST MARKET
OF EURONEXT PARIS DURING THE LAST TWENTY TRADIN
G SESSIONS PRECEDING THE DATE OF THE DECISION
TO GRANT THE OPTIONS, IT BEING N OTED, IN ADDITION,
THAT IN THE CASE OF PURCHASE OPTIONS, THE PURCHASE
PRICE OF THE SHARE ON THE DATE THE OPTION IS
GRANTED MAY ALSO NOT BE LESS THAN THE AVE RAGE
PURCHASE PRICE OF THE SHARES HELD BY THE COMPANY
PURSUANT TO ARTICLES L. 225-208 OR L. 225-209
OF THE COMMERCIAL CODE; 6/ SET THE PERIOD OF
VALIDITY OF THIS AUTHORIZATION AT 38 MONTHS STARTING
FROM THE DATE HEREOF; 7/ RESOLVE THA T THE PERIOD
FOR THE EXERCISE OF THE OPTIONS MAY NOT EXCEED
TEN YEARS WITH EFF ECT FROM THE DATE OF ALLOCATION
OF THE OPTIONS BY THE BOARD OF DIRECTORS; 8/
F ORMALLY NOTE, PURSUANT TO ARTICLE L. 225-178
OF THE COMMERCIAL CODE, THAT THIS AUTHORIZATION
SHALL ENTAIL THE EXPRESS WAIVER BY THE SHAREHOLDERS
IN FAVOR OF THE BENEFICIARIES OF THE SHARE SUBSCRIPTION
OPTIONS, OF THE SHAREHOLDERS PRE FERENTIAL SUBSCRIPTION
RIGHT IN RESPECT OF THE SHARES ISSUED AS AND
WHEN OPTIO NS ARE EXERCISED; 9/ DELEGATE ALL
NECESSARY POWERS TO THE BOARD OF DIRECTORS, WITH
POWER TO SUB-DELEGATE TO THE CHIEF EXECUTIVE
OFFICER, TO SET THE OTHER TE RMS AND CONDITIONS
OF THE ALLOCATION OF THE OPTIONS AND OF THE EXERCISE
THEREO F, AND PARTICULARLY:- TO SET THE CONDITIONS
IN WHICH THE OPTIONS WILL BE GRANT ED AND TO
DETERMINE THE LIST OR THE CATEGORIES OF BENEFICIARIES
OF THE OPTIONS AS PROVIDED ABOVE; IF APPLICABLE,
TO SET THE CONDITIONS OF SENIORITY THAT BEN EFICIARIES
OF THESE OPTIONS MUST SATISFY; TO DECIDE THE
CONDITIONS UNDER WHICH THE PRICE AND THE NUMBER
OF SHARES MAY BE ADJUSTED, - TO DETERMINE ONE
OR SEV ERAL PERIODS OF FINAL VESTING OF THE RIGHTS
OF THE BENEFICIARIES AND ANY CONDI TIONS ATTACHED
TO SUCH VESTING, AS WELL AS THE PERIOD OR PERIODS
DURING WHICH THE OPTIONS THUS GRANTED MAY BE
EXERCISED, AND THE TERM OF SUCH OPTIONS, - TO
PROVIDE FOR THE POWER TO SUSPEND TEMPORARILY
THE EXERCISE OF OPTIONS FOR A MAX IMUM PERIOD
OF THREE MONTHS IN THE EVENT OF THE COMPLETION
OF FINANCIAL TRANSA CTIONS INVOLVING THE EXERCISE
OF A RIGHT ATTACHED TO THE SHARES TO WHICH THE
O PTIONS RELATE, - TO CARRY OUT OR ARRANGE TO
BE CARRIED OUT ANY ACTIONS AND FOR MALITIES FOR
THE PURPOSE OF COMPLETING THE CAPITAL INCREASE
OR INCREASES THAT MAY BE EFFECTED PURSUANT TO
THE AUTHORIZATION THAT IS THE SUBJECT OF THIS
RESO LUTION; TO AMEND THE ARTICLES OF INCORPORATION
AND BYLAWS ACCORDINGLY, AND GEN ERALLY TO TAKE
ALL NECESSARY ACTION. - TO CHARGE THE EXPENSES
OF THE CAPITAL I NCREASES TO THE AMOUNT OF THE
PREMIUMS RELATING THERETO AND TO DEDUCT FROM
THA T AMOUNT THE SUMS NECESSARY TO INCREASE THE
LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL
OF THE COMPANY AFTER EACH INCREASE, THE BALANCE
BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY
DECIDED BY THE BOARD OF DIRECTORS OR THE ORDINARY
SHAREHOLDERS MEETING.
E.28 POWERS TO IMPLEMENT THE DECISIONS OF THE SHAREHOLDERS Management
MEETING AND TO CARRY OU T THE CORRESPONDING
FORMALITIES: THE SHAREHOLDERS GIVE ALL NECESSARY
POWERS TO THE BEARER OF AN ORIGINAL, COPY OR
EXTRACT OF THE MINUTES OF THIS SHAREHOLDER S
MEETING, TO EFFECT ALL FILINGS AND CARRY OUT
OTHER FORMALITIES, AS NECESSAR Y.
* 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
- -----------------------------------------------------------------------------------------------------------------------------
CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND MIX Meeting Date: 05/20/2005
Issuer: F61824144 ISIN: FR0000121261
SEDOL: 4588364, 4588524, 7166206, 7625387, B05DWJ6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT MICHELIN S SHARES ARE IN REGISTERED Non-Voting
FORM ONLY AND BLOCKING IS NOT NECESSARY PRIOR
TO THE GENERAL MEETING. THANK YOU.
O.1 APPROVAL OF THE CORPORATE ACCOUNTS FOR 2004; Management
THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS REPORT, THE AUDITORS REPORT, AND THE
REPORT OF THE SU PERVISORY BOARD, HEREBY APPROVES
THE COMPANY ACCOUNTS FOR 2004 AND THE RESULTI
NG PROFIT RECORDED THEREIN OF EUR 295,151,971.68;
THE GENERAL MEETING HEREBY A PPROVES THE OPERATIONS
DESCRIBED IN THE ABOVE ACCOUNTS AND INDICATED
IN THE AB OVE REPORTS, SPECIFICALLY AND INSOFAR
AS IS NECESSARY, THOSE AFFECTING THE VAR IOUS
RESERVE ACCOUNTS
O.2 ALLOCATION OF PROFITS FOR 2004; AT THE PROPOSAL Management
OF THE MANAGING PARTNERS AND W ITH THE APPROVAL
OF THE SUPERVISORY BOARD, THE GENERAL MEETING,
IN CONSIDERATI ON OF A PROFIT FOR THE YEAR OF
EUR 295,151,971.68 LESS THE STATUTORY SHARE OF
THE GENERAL PARTNERS IN THE AMOUNT OF EUR 5,271,626.68
RESULTING IN A BALANCE OF EUR 289,880,345.00
SUBJECT TO THE ADDITION OF PROFITS BROUGHT FORWARD
OF EU R 52,494,683.39 THE GENERAL MEETING, HAVING
HEARD THE MANAGING PARTNERS REPOR T, THE AUDITORS
REPORT, AND THE REPORT OF THE SUPERVISORY BOARD,
HEREBY APPRO VES THE COMPANY ACCOUNTS FOR 2004
AND THE RESULTING PROFIT RECORDED THEREIN OF
EUR 295,151,971.68; TO UNDERTAKE THE DISTRIBUTION
OF A TOTAL SUM OF EUR 179,2 33,781.25, WHICH
REPRESENTS A DIVIDEND OF EUR 1.25 PER SHARE;
THE DATE OF EXPI RY FOR DIVIDEND ENTITLEMENTS
SHALL BE MAY 24, 2005, UPON WHICH DATE SHARES
SHA LL BE QUOTED NET OF THEIR DIVIDEND ENTITLEMENT
FOR THE 2004 FINANCIAL YEAR; SI NCE SHARES HELD
BY THE COMPANY ON THE DATE OF DIVIDEND SETTLEMENT
DO NOT CARRY ENTITLEMENT TO ANY DIVIDEND, THE
AMOUNTS CORRESPONDING TO THE DIVIDEND IN RES
PECT OF THESE SHARES WILL BE ENTERED UNDER THE
ITEM PROFITS CARRIED FORWARD ; THE DIVIDENDS
PAID IN RESPECT OF THE PREVIOUS THREE FINANCIAL
YEARS ARE SHOWN , TOGETHER WITH THE CORRESPONDING
TAX CREDITS, IN THE FOLLOWING TABLE: II - TO
TRANSFER THE BALANCE OF EUR 163,141,247.14 TO
THE ITEM PROFITS CARRIED FORWA RD ; YEAR 2001
/ DIVIDENDS DISTRIBUTED: EUR 114,508,482.0 /
DIVIDEND: EUR 0.85 WITH A TAX CREDIT OF EUR 0.43
/ TOTAL EARNINGS OF EUR 1.28; YEAR 2002 / DIVID
ENDS DISTRIBUTED: EUR 131,867,238.90 / DIVIDEND:
EUR 0.93 WITH A TAX CREDIT OF EUR 0.465 / TOTAL
EARNINGS: EUR 1.395; YEAR 2003 / DIVIDENDS DISTRIBUTED:
EUR 133,349,933.25 / DIVIDEND: EUR 0.93 WITH
A TAX CREDIT OF EUR 0.465 / TOTAL EA RNINGS OF
EUR 1.395
O.3 APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR 2004; Management
THE GENERAL MEETING, HAVING HE ARD THE MANAGING
PARTNERS REPORT, THE AUDITORS REPORT AND THE
REPORT OF THE SUPERVISORY BOARD, HEREBY APPROVES
THE CONSOLIDATED ACCOUNTS FOR 2004 AND THE PROFIT
OF EUR 527,162,667.51 RECORDED THEREIN
O.4 REGULATED AGREEMENTS; THE GENERAL MEETING, HAVING Management
HEARD THE SPECIAL AUDITORS REPORT ON THE AGREEMENTS
DESCRIBED IN ARTICLE L 226-10 OF THE FRENCH COMMERCIA
L CODE, HEREBY APPROVES THE SAID REPORT AND DULY
RECORDS THAT THERE ARE NO SUC H AGREEMENTS TO
BE SUBMITTED FOR APPROVAL
O.5 TRANSFER OF EUR 200,000,000 FROM THE SPECIAL Management
LONG-TERM CAPITAL GAINS RESERVE T O AN ORDINARY
RESERVE ACCOUNT; THE GENERAL MEETING, HAVING
HEARD THE MANAGING PARTNERS REPORT AND THE REPORT
OF THE SUPERVISORY BOARD, RESOLVES, FOR THE PU
RPOSE OF APPLYING THE PROVISIONS OF ARTICLE 39-IV
OF THE FRENCH FINANCIAL LAW AMENDMENT FOR 2004,
TO TRANSFER THE SUM OF EUR 200,000,000 FROM THE
SPECIAL LO NG-TERM CAPITAL GAINS RESERVE TO AN
ORDINARY RESERVE ACCOUNT; AT DECEMBER 31, 2004,
THE SPECIAL LONG-TERM CAPITAL GAINS RESERVE CONTAINED
EUR 1,081,419,039; THE EXCEPTIONAL TAX APPLYING
TO THIS TRANSFER HAVING BEEN PAID FROM THE ITEM
PROFITS CARRIED FORWARD
O.6 APPOINTMENT OF A SUPERVISORY BOARD MEMBER; THE Management
PROFIT OF EUR 527,162,667.51 RE CORDED THEREIN;
THE GENERAL MEETING, HAVING HEARD THE MANAGING
PARTNERS REPOR T AND THE REPORT OF THE SUPERVISORY
BOARD, APPOINTS MRS. LAURENCE PARISOT AS A MEMBER
OF THE SUPERVISORY BOARD FOR A PERIOD OF FIVE
YEARS, THAT TERM TO EXPI RE AT THE GENERAL MEETING
CALLED IN 2010 FOR THE ADOPTION OF THE ACCOUNTS
FOR THE 2009 FINANCIAL YEAR
O.7 APPOINTMENT OF A SUPERVISORY BOARD MEMBER; THE Management
GENERAL MEETING, HAVING HEARD T HE MANAGING PARTNERS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD,
APPOINTS MR. PATRICK COX AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF FIVE YEA RS, THAT TERM
TO EXPIRE AT THE GENERAL MEETING CALLED IN 2010
FOR THE ADOPTION OF THE ACCOUNTS FOR THE 2009
FINANCIAL YEAR
O.8 AUTHORIZATION PERMITTING THE COMPANY TO TRANSACT Management
ITS OWN SHARES ON THE STOCK M ARKET; THE GENERAL
MEETING, HAVING HEARD THE MANAGING PARTNERS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD,
HEREBY AUTHORIZES THE COMPANY TO TRANSACT IT
S OWN SHARES IN ACCORDANCE WITH ARTICLE L 225-209
OF THE FRENCH COMMERCIAL COD E, SUBJECT TO THE
FOLLOWING CONDITIONS: - THE MAXIMUM PURCHASE
PRICE SHALL BE EUR 70; - THE MINIMUM-SELLING
PRICE OF EUR 40; THE NUMBER OF SHARES PURCHASED
SHALL NOT EXCEED 10% OF THE TOTAL NUMBER OF EQUITY
SHARES, I.E. A MAXIMUM AMOU NT OF EUR 1,003,709,140;
THE TERM OF THIS AUTHORIZATION SHALL BE 18 MONTHS
WIT H EFFECT FROM THE PRESENT DATE; IN CASE OF
AN INCREASE IN CAPITAL BY WAY OF TH E INCORPORATION
OF RESERVES AND THE ALLOTMENT OF FREE SHARES,
OR IN THE EVENT OF A SHARE SPLIT OR SHARE COMBINATION,
THE PRICES INDICATED ABOVE SHALL BE ADJ USTED
BY THE APPLICATION OF A MULTIPLIER COEFFICIENT
WHICH SHALL BE EQUAL TO T HE RATIO BETWEEN THE
NUMBER OF EQUITY SHARES BEFORE AND AFTER THE
OPERATION CO NCERNED; THE PURPOSE OF THIS AUTHORIZATION
IS TO ENABLE THE COMPANY TO USE THE OPPORTUNITIES
PROVIDED UNDER THE APPLICABLE LEGISLATION TO
TRADE IN ITS OWN S HARES FOR THE PURPOSE OF:
THE RETENTION, SALE OR REMITTANCE BY WAY OF EXCHANGE
OR TRANSFER OF SHARES IN LIEU OF PAYMENT, SPECIFICALLY
FOR THE PURPOSES OF FI NANCIAL TRANSACTIONS SUCH
AS ACQUISITIONS OR THE ISSUE OF SHARES CONFERRING
DI RECT OR INDIRECT ACCESS TO EQUITY CAPITAL;
THE GRANTING OF SHARES TO THE COMPA NY S SENIOR
AND EXECUTIVE MANAGERS, OR THOSE OF GROUP MEMBER
COMPANIES IN THE CONTEXT OF STOCK OPTION PURCHASES;
THE CANCELLATION OF SHARES, WHETHER IN WHOL E
OR IN PART, FOR THE PURPOSES OF OPTIMIZING THE
COMPANY S SHARE CAPITAL AND N ET EARNINGS PER
SHARE; THE REGULARIZATION OF THE STOCK MARKET
SHARE PRICE OR S HARE LIQUIDITY BY AN INVESTMENT
SERVICES PROVIDER UNDER A LIQUIDITY CONTRACT
D RAFTED IN ACCORDANCE WITH THE ETHICAL PRACTICES
CHARTER ADOPTED BY THE AUTORIT E DES MARCHES
FINANCIERS; SHARES MAY BE ACQUIRED AT ANY TIME,
ON A SINGLE OCCA SION OR ON A NUMBER OF OCCASIONS,
WHETHER IN THE MARKET, BY MUTUAL AGREEMENT, OR
BY ANY OTHER MEANS, AND MORE SPECIFICALLY BY
WAY OF THE TRANSFER OF BLOCKS OF SHARES, THE
PURCHASE OF SHARE OPTIONS OR THE USE OF DERIVATIVE
PRODUCTS; FO R THE PURPOSES REFERRED TO ABOVE,
THE GENERAL MEETING HEREBY ASSIGNS TO THE MA
NAGING PARTNERS, OR ANY ONE OF THE MANAGING PARTNERS,
FULL AUTHORITY TO ENTER INTO CONTRACTS, COMPLETE
ALL DECLARATIONS AND FORMALITIES AND, MORE GENERALLY,
TO CONDUCT ANY AND ALL MEASURES AS SHALL BE NECESSARY
FOR THE IMPLEMENTATION OF DECISIONS TAKEN AS
A RESULT OF THIS AUTHORIZATION; THIS AUTHORIZATION
SUPER SEDES THE RESOLUTION ADOPTED FOR THE SAME
PURPOSE BY THE ORDINARY GENERAL MEET ING OF STOCKHOLDERS
HELD ON MAY 14, 2004
E.9 APPOINTMENT OF MR.MICHEL ROLLIER AS MANAGING Management
PARTNER; THE GENERAL MEETING, HAV ING HEARD THE
MANAGING PARTNERS REPORT AND THE REPORT OF THE
SUPERVISORY BOAR D, HAVING TAKEN DUE NOTE OF
THE CONSENT OF EACH OF THE GENERAL PARTNERS,
RULES THAT: THE COMPAGNIE GENERALE DES ETABLISSEMENTS
MICHELIN, OF WHICH EDOUARD MI CHELIN AND RENE
ZINGRAFF ARE GENERAL PARTNERS, WILL, FROM THIS
DAY FORWARD, BE MANAGED AND ADMINISTERED JOINTLY
AND SEVERALLY BY THEMSELVES AND MICHEL ROLLI
ER, WHO WILL BE APPOINTED AS GENERAL PARTNER;
EDOUARD MICHELIN, MICHEL ROLLIER AND RENE ZINGRAFF
WILL CARRY OUT THEIR DUTIES IN THE MANNER PRESCRIBED
IN, AN D SUBJECT TO THE CONDITIONS SET OUT IN,
THE COMPANY S ARTICLES OF ASSOCIATION; AND RULES
CONSEQUENTLY TO CHANGE ARTICLES 1 AND 3 OF THE
COMPANY S ARTICLES O F ASSOCIATION, AS FOLLOWS:
ARTICLE 1 - THE TEXT OF PARAGRAPHS 2 AND 3 IS
CHANG ED TO READ AS FOLLOWS: MONSIEUR EDOUARD
MICHELIN, MONSIEUR MICHEL ROLLIER AND MONSIEUR
RENE ZINGRAFF, MANAGERS, OF THE SOCIETE AUXILIAIRE
DE GESTION -SAGES- , A SIMPLIFIED STOCK COMPANY
CAPITALIZED AT FORTY THOUSAND EURO, WHOSE REGISTE
RED OFFICE IS AT CLERMONT-FERRAND EDOUARD MICHELIN
SHOULD CEASE, FOR ANY CAUSE WHATSOEVER, BEFORE
THOSE EXERCISED BY THE OTHER MANAGING PARTNERS,
THE COMPAN Y NAME AND SIGNATORY STATUS WILL,
AS A DIRECT RESULT OF THIS FACT, REVERT TO T
HE NAMES OF THOSE MANAGING PARTNERS WHO REMAIN
E.10 SUPPRESSION OF THE STATUTORY NATIONALITY CONDITION Management
TO OBTAIN A DOUBLE VOTING R IGHT; THE GENERAL
MEETING, HAVING HEARD THE MANAGING PARTNERS
REPORT AND THE REPORT OF THE SUPERVISORY BOARD,
RESOLVES TO DELETE THE NATIONALITY CONDITION
CONTAINED IN THE COMPANY S ARTICLES OF ASSOCIATION
WHICH PREVIOUSLY APPLIED TO THE GRANTING OF DOUBLE
VOTING RIGHTS TO STOCKHOLDERS AND, CONSEQUENTLY,
TO MO DIFY THE TEXT OF ARTICLE 22 OF THE COMPANY
S ARTICLES OF ASSOCIATION, AS FOLLO WS: ARTICLE
22 - PARAGRAPH 5 IS REPLACED BY THE FOLLOWING
TEXT: HOWEVER, THE H OLDERS OF ALL FULLY PAID-UP
SHARES WHICH HAVE BEEN HELD IN THE SAME STOCKHOLDE
R S NAME FOR A MINIMUM OF FOUR YEARS WILL BE
GRANTED TWO VOTES PER SHARE, WITH OUT LIMITATION;
THESE VOTING RIGHTS MAY BE EXERCISED EITHER BY
THE STOCKHOLDER S CONCERNED OR BY THEIR DULY
APPOINTED PROXIES
- -----------------------------------------------------------------------------------------------------------------------------
COMMERZBANK AG, FRANKFURT OGM Meeting Date: 05/20/2005
Issuer: D15642107 ISIN: DE0008032004 BLOCKING
SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 35048, 5700037, 6223641, 7158418
- -----------------------------------------------------------------------------------------------------------------------------
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 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 149,646,732.25 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.25 PER NO-PAR SHARE EX-DIV.
AND PAYABLE 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. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management
AS THE AUDITORS FOR THE FY 2005 THE AUDITORS
FOR THE YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management
SHARES, AT PRICE NOT DEVIATING M ORE THAN 10
% FROM THEIR AVERAGE MARKET PRICE; THE TRADING
PORTFOLIO OF SHARES ACQUIRED FOR THIS PURPOSE
SHALL NOT EXCEED 5% OF THE SHARE CAPITAL AT THE
END OF ANY GIVEN DATE; THIS REPLACES THE AUTHORIZATION
GIVEN ON 12 MAY 2004 AND S HALL BE VALID UNTIL
31 OCT 2006
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL AT PRICES NOT
DEVIATING MORE THAN 10% FROM THEIR AVERAGE MARKET
PRICE; THE SHA RES MAY BE DISPOSED OF IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR A RIGHT OF FERING
IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, OR IF THEY ARE USED FOR ACQUISITION
PURPOSE OR AS EMPLOYEE SHARES; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES;
THIS REPLACES THE AUTHORIZA TION GIVEN ON 12
MAY 2004, AND SHALL BE VALID UNTIL 31 OCT 2006
8. AUTHORIZE THE BOARD TO ISSUE BONDS AND /OR PROFIT-SHARING Management
CERTIFICATES; THIS A UTHORIZATION COMPLEMENTS
THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS
MEETING OF 30 MAY 2003, TO ISSUE BONDS AND/OR
PROFIT-SHARING CERTIFICATES OF UP TO EUR 2,000,000,000
AND CREATE A CONTINGENT CAPITAL OF UP TO EUR
403,000,000; AUTHO RIZE THE BOARD OF MANAGING
DIRECTORS TO ISSUE BONDS AND/OR PROFIT-SHARING
CERT IFICATES OF UP TO EUR 1,500,000,000, POSSIBLY
CONFERRING CONVERTIBLE OR OPTION RIGHTS, AND
IF THE SECURITIES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEI R THEORETICAL MARKET VALUE OR AGAINST
PAYMENT IN KIND
9. AMEND SECTION 17 TO THE ARTICLES OF ASSOCIATION Management
IN CONNECTION WITH THE NEW GER MAN LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET
ASIDE RES OLUTIONS OF THE SHAREHOLDERS
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
HILTON GROUP PLC AGM Meeting Date: 05/20/2005
Issuer: G45098103 ISIN: GB0005002547
SEDOL: 0500254, 5474752
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORTS AND ACCOUNTS FOR Management For
2004
2. DECLARE A FINAL DIVIDEND Management For
3. RE-APPOINT MR. C. BELL AS A DIRECTOR Management For
4. RE-APPOINT MR. S.F. BOLLENBACH AS A DIRECTOR Management For
5. REAPPOINT MR. D.M.C. MICHELS AS A DIRECTOR Management For
6. APPOINT MR. I.R. CARTER AS A DIRECTOR Management For
7. APPOINT MR. C.P. WICKS AS A DIRECTOR Management For
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR AND Management For
AUTHORIZE THE DIRECTORS TO AGR EE THE AUDITOR
S REMUNERATION
9. APPROVE THE REMUNERATION REPORT Management For
10. AUTHORIZE DONATIONS TO EU POLITICAL ORGANIZATIONS Management For
AND EU POLITICAL EXPENDITURE
11. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For
12. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management For
13. APPROVE TO DISAPPLY SECTION 89(1) OF THE COMPANIES Management For
ACT 1985
14. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For
- -----------------------------------------------------------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------------------------------------------------------
IRISH LIFE & PERMANENT PLC OGM Meeting Date: 05/20/2005
Issuer: G4945H105 ISIN: IE0004678656
SEDOL: 0467865, 4455253, B014WR1, B01DKP2
- -----------------------------------------------------------------------------------------------------------------------------
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 ACCOUNTS AND REPORTS Management For
2. APPROVE TO DECLARE A FINAL DIVIDEND Management For
3.a RE-APPOINT MR. PETER FITZPATRIC Management For
3.b RE-APPOINT MR. EAMONN HEFFERNAN Management For
3.c RE-APPOINT MR. BRAIN MCCONNELL Management For
3.d RE-APPOINT MR. BREFFNI BRYNE Management For
3.e RE-APPOINT MR. DAVID BYRNE Management For
3.f RE-APPOINT MR. DANUTA GRAY Management For
4. GRANT AUTHORITY TO FIX THE AUDITORS REMUNERATION Management For
5. GRANT AUTHORITY TO ALLOT SHARES Management For
6. AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY TO Management For
PURCHASE THE COMPANY S SHARES A ND TO FIX THE
RE.ISSUE PRICE OF TREASURY SHARES
7. AUTHORIZE THE DIRECTORS TO DISAPPLY STATUTORY Management For
PRE.EMPTION RIGHTS
- -----------------------------------------------------------------------------------------------------------------------------
SANTOS LTD AGM Meeting Date: 05/20/2005
Issuer: Q82869118 ISIN: AU000000STO6
SEDOL: 5689040, 6776703
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORT FOR THE YE 31 DEC Non-Voting Non-Vote Proposal
2004 AND THE REPORTS OF THE DIR ECTORS AND THE
AUDITORS THEREON
2.a ELECT MR. KENNETH A. DEAN AS A DIRECTORS, WHO Management For
RETIRES IN ACCORDANCE WITH ARTIC LE 96 OF THE
COMPANY S CONSTITUTION
2.b ELECT MR. CHRISTOPHER J. RENCY AS A DIRECTORS, Management For
WHO RETIRES IN ACCORDANCE WITH ARTICLE 96 OF
THE COMPANY S CONSTITUTION
2.c ELECT MR. PETER C. BARNETT AS A DIRECTORS, WHO Management Against
RETIRES BY ROTATION IN ACCORDAN CE WITH ARTICLE
99 OF THE COMPANY S CONSTITUTION
2.d ELECT MR. MICHAEL A. O LEARY AS A DIRECTORS, Management For
WHO RETIRES BY ROTATION IN ACCORD ANCE WITH ARTICLE
99 OF THE COMPANY S CONSTITUTION
- -----------------------------------------------------------------------------------------------------------------------------
SBM OFFSHORE NV AGM Meeting Date: 05/20/2005
Issuer: N44062128 ISIN: NL0000360584 BLOCKING
SEDOL: 4441155, 5848391, B02P068
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2.a APPROVE THE ANNUAL REPORT OF THE MANAGEMENT BOARD Management
ON THE FY 2004
2.b APPROVE THE PRELIMINARY ADVICE OF THE SUPERVISORY Management
BOARD
2.c ADOPT THE ANNUAL ACCOUNTS 2004 Management
3. APPROVE TO DETERMINE THE PROFIT APPROPRIATION Management
INCLUDING DETERMINATION OF DIVI DEND AND AUTHORIZE
THE MANAGEMENT BOARD TO DETERMINE THE RATIO WITH
REGARD TO THE STOCK DIVIDEND
4.a GRANT DISCHARGE TO THE MANAGEMENT BOARD Management
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
5. CORPORATE GOVERNANCE Management
6. APPROVE THE REMUNERATION OF THE MANAGEMENT BOARD Management
7. GRANT AUTHORITY TO REDEEM OWN SHARES Management
8.a GRANT AUTHORITY TO ISSUE NEW ORDINARY SHARES Management
8.b GRANT AUTHORITY TO RESTRICT OR WITHDRAW THE PREFERENTIAL Management
RIGHT OF SHAREHOLDERS WHEN NEW ORDINARY SHARES
ARE ISSUED
9. APPOINT MR. R. VAN GELDER TO THE SUPERVISORY BOARD Management
10. ANY OTHER BUSINESS Other
11. CLOSING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
SBM OFFSHORE NV AGM Meeting Date: 05/20/2005
Issuer: N7752F106 ISIN: NL0000360592 BLOCKING
SEDOL: 4441155, B081SN3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2.a APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management
FOR THE FY 2004
2.b APPROVE TO PRE-ADVICE THE SUPERVISORY BOARD Management
2.C APPROVE THE ANNUAL ACCOUNTS 2004 Management
3. APPROVE THE PROFIT APPROPRIATION AND AUTHORIZE Management
THE BOARD OF MANAGEMENT TO ESTA BLISH THE RATIO
OF THE STOCK DIVIDEND
4.a GRANT DISCHARGE TO THE MANAGING BOARD IN RESPECT Management
OF THE DUTIES PERFORMED DURIN G THE PAST FY
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD IN RESPECT Management
OF THE DUTIES PERFORMED DU RING THE PAST FY
5. APPROVE THE CORPORATE GOVERNANCE Management
6. APPROVE THE REMUNERATION OF THE BOARD OF MANAGEMENT Management
7. AUTHORIZE THE MANAGING BOARD, SUBJECT TO THE Management
APPROVAL OF THE SUPERVISORY BOARD , TO CAUSE
THE COMPANY TO ACQUIRE ITS OWN SHARES, UP TO
AN MAXIMUM NUMBER AT A PRICE BETWEEN EUR 0.01
AND AN AMOUNT EQUAL TO 110% OF THE MARKET PRICE,
WHICH AT THE TIME OF ACQUISITION THE COMPANY
IS PERMITTED TO ACQUIRE PURSUANT TO TH E PROVISIONS
OF SECTION 98(2) OF BOOK 2 OF THE NETHERLANDS
CIVIL CODE
8.a AUTHORIZE THE MANAGING BOARD, SUBJECT TO THE Management
APPROVAL OF THE SUPERVISORY BOARD FOR A PERIOD
OF 18 MONTHS AS THE BODY TO ISSUE SHARES NOT
EXCEEDING THE NUMBE R OF UNISSUED SHARES IN THE
CAPITAL OF THE COMPANY
8.b AUTHORIZE THE MANAGING BOARD, SUBJECT TO THE Management
APPROVAL OF THE SUPERVISORY BOARD AS A SOLE BODY
TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON
THE NEW ISSUED SH ARES IN THE COMPANYAUTHORIZE
THE MANAGING BOARD, SUBJECT TO THE APPROVAL OF
TH E SUPERVISORY BOARD AS A SOLE BODY TO LIMIT
OR EXCLUDE THE PRE-EMPTIVE RIGHT O N THE NEW
ISSUED SHARES IN THE COMPANY
9. RE-APPOINT MR. R. VAN GELDER AS A MEMBER OF THE Management
SUPERVISORY BOARD
10. ANY OTHER BUSINESS Other
11. CLOSURE 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 13 MAY 2005. SHARES CAN BE TRADED THEREAFTER.
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
- -----------------------------------------------------------------------------------------------------------------------------
SOCIEDAD GENERAL DE AGUAS DE BARCELONA SA, BARCELONA OGM Meeting Date: 05/20/2005
Issuer: E55282318 ISIN: ES0141330C19
SEDOL: 5729065, 5732483
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE TO REVIEW, AS THE CASE MAY BE, THE ANNUAL Management For
ACCOUNTS, THE BALANCE SHEET, THE PROFIT AND LOSS
ACCOUNT AND NOTES TO THE ACCOUNTS, AND THE MANAGEMENT
REP ORT OF THE COMPANY AND ITS CONSOLIDATED GROUP
WITH REFERENCE TO THE YEAR 2004, EXAMINED, TOGETHER
WITH THE COMPANY AND THE CONSOLIDATED GROUP MANAGEMENT
REP ORTS, BY THE FINANCIAL AUDITORS OF THE COMPANY;
APPROVE THE PERFORMANCE OF THE BOARD OF DIRECTORS,
THE COMPANY CHAIRMANSHIP AND THE COMPANY MANAGERSHIP
2. APPROVE TO REVIEW, AS THE CASE MAY BE, THE PROPOSED Management For
APPLICATION OF PROFITS AND DIVIDEND DISTRIBUTION
CORRESPONDING TO THE YEAR ENDED 31 DEC 2004
3. RE-ELECT THE DIRECTORS; AND APPROVE TO SET THE Management For
NUMBER OF DIRECTORS
4. RE-ELECT THE FINANCIAL AUDITORS FOR BOTH THE Management For
INDIVIDUAL AND THE CONSOLIDATED A CCOUNTS
5. APPROVE TO INCREASE THE NUMBER OF PERSONS THAT Management Against
SHALL BE GRANTED THE AUTHORITY TO DEVELOP THE
RESOLUTION ADOPTED CONCERNING A CAPITAL INCREASE
BY ISSUING RED EEMABLE SHARES INTENDED FOR DISTRIBUTION
AMONG THE PERSONNEL, IN ORDER TO FULF ILL THE
STOCK OPTIONS SCHEME AGREED BY THE GENERAL MEETING
ON 25 MAY 2001
6. AUTHORIZE THE BOARD OF DIRECTORS THE AUTHORITY Management For
TO CARRY OUT THE ACQUISITION OF OWN SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, WITHIN
THE LIMITS AN D REQUIREMENTS PROVIDED BY LAW,
RENDERING VOID THE PREVIOUS AUTHORIZATION
7. APPROVE TO DELEGATE POWERS TO EXECUTE AND, IF Management For
NECESSARY, AMEND AND COMPLEMENT THE RESOLUTIONS
ADOPTED
- -----------------------------------------------------------------------------------------------------------------------------
SOCIEDAD GENERAL DE AGUAS DE BARCELONA SA, BARCELONA OGM Meeting Date: 05/20/2005
Issuer: E55282417 ISIN: ES0141330J12
SEDOL: B054JP4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL ACCOUNTS, MANAGEMENT REPORT Management For
AND BOARD MANAGEMENT FOR BOTH T HE COMPANY AND
ITS CONSOLIDATED GROUP FOR THE YEAR 2004
2. APPROVE THE APPLICATION OF EARNINGS AND DIVIDEND Management For
PAYMENT OF 2004
3. RE-ELECT THE DIRECTORS Management For
4. RE-ELECT THE AUDITORS Management For
5. APPROVE TO INCREASE THE SHARE CAPITAL Management Against
6. GRANT AUTHORITY TO ACQUIRE OWN SHARES Management For
7. APPROVE THE DELEGATION OF POWERS Management For
- -----------------------------------------------------------------------------------------------------------------------------
BANCA NAZIONALE DEL LAVORO SPA BNL, ROMA OGM Meeting Date: 05/21/2005
Issuer: T1240P119 ISIN: IT0001254884 BLOCKING
SEDOL: 5528604, 5616167, B014BV8, B020386
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
223999 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.
* PLEASE NOTE THAT YOUR STANDING INSTRUCTIONS HAVE Non-Voting
BEEN REMOVED FOR THIS MEETING . THANK YOU
* PLEASE NOTE THAT THE MEETING HELD ON 30 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 21
MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE
AND RECORD DATE. IF YOU HAVE ALREADY SENT YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR O RIGINAL INSTRUCTIONS.
THANK YOU.
1. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management
2004, THE BOARD OF DIRECTORS MAN AGEMENT REPORT
AND EXTERNAL AUDITORS REPORTS AND THE RESOLUTIONS
RELATED THER ETO
2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES AS Management
PER ARTICLE 2357 AND 2357 TER OF THE ITALIAN
CIVIL CODE
3.1. APPOINT THE MEMBERS OF BOARD OF DIRECTORS AFTER Management
STATING THEIR NUMBER AS PER AR TICLE 19 OF THE
CORPORATE BY-LAWS
3.2 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
THE SHAREHOLDERS BANCA MONTE DEI PASCHI DI SIENA
SPA AND BANCA POPOLARE DI VICENZA, JOINED IN
A SHAREHOLDER S PACT, HOLDING NO. 218,449,472
ORDINARY SHARES, HAVE PRESENTED A LIST OF CAN
DIDATES SOLELY FOR THE BOARD OF DIRECTORS COMPRISING
8 MEMBERS: 01. MR. FABRIZ I PIER LUIGI; 02. MR.
GRONCHI DIVO; 03. MR. CORSI PIER LUIGI; 04. MR.
COLOMBIN I LUCIANO; 05. MR. VIGNI ANTONIO; 06.
MR. SORATO SAMUELE; 07. MR. BAGNAI ROSSA NO AND
08. MR. TONATO FRANCO
3.3 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
THE SHAREHOLDERS BANCO BILBAO VIZCAYA ARGENTARIA
S.A., ASSICURAZIONI GENERALI SPA DIRECTLY AND
THROUGH SUB SIDIARIES AND DORINT HOLDING S.A.,
JOINED IN A SHAREHOLDER S PACT, HOLDING N O.
854,517,643 ORDINARY SHARES, HAVE PRESENTED A
LIST OF CANDIDATES COMPRISING 15 MEMBERS FOR
THE BOARD OF DIRECTORS: 01. MR. ABETE LUIGI;
02. MR. ORTEGA PA RRA ANTONIO; 03. MR. GONZALEZ
CID MANUEL; 04. MR. PERISSINOTTO GIOVANNI; 05.
M R. DELLA VALLE DIEGO; 06. MR. GIOSCIA MARCELLO;
07. MR. MINUCCI ALDO; 08. MR. PEREZ CALOT JUAN;
09. MR. TORANO VALLINA GONZALO; 10. MR. BORRINI
AMERIGO; 11. MR. ABBADESSA PIETRO; 12. MR. MACELLARI
EMILIO; 13. MR. AGRUSTI RAFFAELE; 14. MR. LORCA
SALANER ALEJANDRO AND 15. MR. MONTAGNA CARLO
3.4. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
THE SHAREHOLDERS CALTAGIRONE AND COPPOLA, IN
THEIR NAME AND ON BEHALF OF STATUTO, RICUCCI,
LONATI, BONSIGNO RE AND GRAZIOLI, JOINED IN A
SHAREHOLDER S PACT HOLDING - DIRECTLY AND/OR
THRO UGH CONTROLLED COMPANIES - NO. 728,845,507
ORDINARY SHARES, HAVE SUBMITTED A L IST OF CANDIDATES
COMPRISING 12 MEMBERS FOR THE BOARD OF DIRECTORS:
01. MR. CA LTAGIRONE FRANCESCO GAETANO; 02. MR.
COPPOLA DANILO; 03. MR. STATUTO GIUSEPPE; 04.
MR. RICUCCI STEFANO; 05. MR. LONATI TIBERIO;
06. MR. BONSIGNORE FRANCESCO ; 07. MR. MEDUGNO
FRANCO; 08. MR. TASCO GIAMPIERO; 09. MR. SINIBALDI
MICHELE; 10. MR. STOPPELLI MARCO; 11. MR. CICCAGLIONE
ALFONSO; 12. MR. GERA FABIO
4. APPROVE TO STATE THE BOARD OF DIRECTORS AND Management
EXECUTIVE COMMITTEE EMOLUMENT AS PER ARTICLE
14 AND 26 OF THE BY-LAWS
5.1. APPOINT INTERNAL AUDITORS AS PER ARTICLE 33 OF Management
THE BY-LAWS
5.2. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
THE SHAREHOLDERS BANCO BILBAO VIZCAYA ARGENTARIA
S.A., ASSICURAZIONI GENERALI SPA (DIRECTLY AND
THROUGH SUB SIDIARIES) AND DORINT HOLDING S.A.,
JOINED IN A SHAREHOLDER S PACT, HOLDING NO .
854,517,643 ORDINARY SHARES, HAVE PRESENTED A
LIST OF CANDIDATES COMPRISING 5 MEMBERS FOR THE
BOARD OF STATUTORY AUDITORS:01. MR. DI TANNO
TOMMASO; 02. MR . PICCINELLI PIERPAOLO; 03. MR.
TERRIN GAETANO; 04. MR. PARDI MARCO AND 05. MR
. TRIVI DANIELE CARLO
5.3. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
THE SHAREHOLDERS CALTAGIRONE AND COPPOLA, IN
THEIR NAME AND ON BEHALF OF STATUTO, RICUCCI,
LONATI, BONSIGNO RE AND GRAZIOLI, JOINED IN A
SHAREHOLDER S PACT HOLDING - DIRECTLY AND/OR
THRO UGH CONTROLLED COMPANIES - NO. 728,845,507
ORDINARY SHARES, HAVE SUBMITTED A L IST OF CANDIDATES
COMPRISING 5 MEMBERS FOR THE BOARD OF STATUTORY
AUDITORS:01. MR. BIANCHI CLAUDIO 02. MR. SCHIAVONE
CARLO; 03. MR. CASADEI DORINA; 04. MR. FRANSONI
GUGLIELMO AND 05. MR. FLAMINI FABIANA
6. APPROVE THE INTERNAL AUDITORS EMOLUMENT AS PER Management
ARTICLE 14 OF THE BY-LAWS
- -----------------------------------------------------------------------------------------------------------------------------
PCCW LTD AGM Meeting Date: 05/23/2005
Issuer: Y6802P120 ISIN: HK0008011667
SEDOL: 6574071, 6586678, 7538214, B01JC10
- -----------------------------------------------------------------------------------------------------------------------------
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 AND THE REPO RTS OF THE DIRECTORS
AND THE AUDITORS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 9.6HK CENTS IN RESPECT Management For
OF THE YE 31 DEC 2004
3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
4. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For
THE AUDITORS AND AUTHORIZE THE DI RECTORS TO
FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND TO ALLOT, ISSUE OR
GRANT SECURITIES CONVERTIBLE INTO SUCH SHARES,
OPTIONS, WARRANTS OR SIMILAR RIGHTS TO SUBSCRIB
E FOR ANY SHARES IN THE COMPANY OR SUCH CONVERTIBLE
SECURITIES AND TO MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD,
NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE
EXERCISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION
UNDER THE TERMS OF ANY WARRANTS ISSUE D BY THE
COMPANY OR ANY SECURITIES WHICH ARE CONVERTIBLE
INTO SHARES OF THE CO MPANY; OR III) THE EXERCISE
OF THE SUBSCRIPTION RIGHTS UNDER ANY OPTION SCHEME
OR SIMILAR ARRANGEMENT; OR IV) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT; AU THORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY O R THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
6. 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 FOR SUCH
PURPOSES, SHARES IN THE COMPANY INCLUDING ANY
FORM OF DEPOSITARY RECEIPT REPRESENTING THE RIGHT
TO RECEIVE SUCH SHARES ISSUED BY TH E COMPANY
AND SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REQUIR EMENTS OF THE RULES GOVERNING
THE LISTING OF SECURITIES ON THE STOCK EXCHANGE
OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM
TIME TO TIME, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF THE COMPANY IS T O BE HELD BY
LAW
7. APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For
6, TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE
COMPANY PURSUANT TO RESOLUTION 6, TO THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
THAT MAY BE ALLOTTED PURSUANT TO RESOLUTION 5,
PROVIDED THAT SUCH AMOU NT SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CA PITAL OF THE COMPANY AT THE DATE OF
PASSING THIS RESOLUTION
8. APPROVE, PURSUANT TO CLAUSE 9(C) OF THE SHARE Management Against
OPTION SCHEME SCHEME ADOPTED B Y THE COMPANY
ON 19 MAY 2004, TO GRANT FOR REFRESHING THE 10%
GENERAL LIMIT UN DER THE SCHEME PROVIDED THAT
THE TOTAL NUMBER OF SHARES OF HKD 0.25 EACH IN
TH E SHARE CAPITAL OF THE COMPANY WHICH MAY BE
ISSUED UPON THE EXERCISE OF ALL OP TIONS TO BE
GRANTED UNDER THE SCHEME AND ANY OTHER SHARE
OPTION SCHEMES OF THE COMPANY UNDER THE LIMIT
AS REFRESHED HEREBY SHALL NOT EXCEED 10% OF THE
AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AS AT THE DAT E OF THE
PASSING OF THIS RESOLUTION; AND OPTIONS PREVIOUSLY
GRANTED UNDER THE SCHEME AND ANY OTHER SHARE
OPTION SCHEMES OF THE COMPANY INCLUDING OPTIONS
OU TSTANDING, CANCELLED, LAPSED OR EXERCISED
IN ACCORDANCE WITH THE TERMS OF THE SCHEME OR
ANY OTHER SHARE OPTION SCHEMES OF THE COMPANY
SHALL NOT BE COUNTED FOR THE PURPOSE OF CALCULATING
THE 10% AS REFRESHED HEREBY
9. APPROVE, WITH EFFECT FROM THE CONCLUSION OF THIS Management Against
MEETING, THE RULES OF THE SHA RE OPTION SCHEME
OF PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED
PCPD, A SUBS IDIARY OF THE COMPANY WHICH IS
LISTED ON THE MAIN BOARD OF THE STOCK EXCHANGE
OF HONG KONG LIMITED PCPD SHARE OPTION SCHEME
, AND CONDITIONALLY ON THE APP ROVAL OF THE PCPD
SHARE OPTION SCHEME BY THE SHAREHOLDERS OF PCPD
AND AUTHORIZ E THE DIRECTORS OF THE COMPANY ACTING
TOGETHER, INDIVIDUALLY OR BY COMMITTEE T O APPROVE
ANY AMENDMENTS TO THE RULES OF THE PCPD SHARE
OPTION SCHEME AS MAY B E ACCEPTABLE OR NOT OBJECTED
TO BY THE STOCK EXCHANGE OF HONG KONG LIMITED,
AN D TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY,
DESIRABLE OR EXPEDIENT TO CARRY INTO EFFECT THE
PCPD SHARE OPTION SCHEME SUBJECT TO AND IN ACCORDANCE
WITH THE TERMS THEREOF WITH EFFECT FROM THE CONCLUSION
OF THIS MEETING
S.10 AMEND ARTICLES 15, 91, 101, 125, 127 AND 128 Management For
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
AGFA-GEVAERT NV, MORTSEL EGM Meeting Date: 05/24/2005
Issuer: B0302M104 ISIN: BE0003755692 BLOCKING
SEDOL: 5689051, 5690592, B02PQ15
- -----------------------------------------------------------------------------------------------------------------------------
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 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 VOT ED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO P ROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN O RDER FOR ADP TO LODGE YOUR VOTE.
1. APPROVE TO RENEW THE AUTHORIZATION TO ACQUIRE Management
OWN SHARES SET FORTH IN THE SECO ND PARAGRAPH
OF ARTICLE 14 OF THE BYLAWS AND CONSEQUENTLY
TO REPLACE THE DATE OF MAY TWENTY-FIVE TWO THOUSAND
AND FOUR IN THE SECOND PARAGRAPH OF ARTICLE
14 OF THE BYLAWS BY APRIL TWENTY-SIX TWO THOUSAND
AND FIVE ; FURTHERMORE, THE BOARD OF DIRECTORS
IS EMPOWERED IN ACCORDANCE WITH THE CONDITIONS
SET BY THE LAW TO ACQUIRE BY PURCHASE OR EXCHANGE
OR TO ALIENATE SHARES OF THE COMPANY FO R ITS
ACCOUNT TO PREVENT THE COMPANY FROM SUFFERING
ANY SERIOUS AND IMMINENT H ARM; THIS POWER IS
GRANTED FOR A PERIOD OF THREE YEARS FOLLOWING
THE PUBLICATI ON OF THE AMENDMENT TO THE ARTICLES
OF ASSOCIATION DECIDED BY THE GENERAL MEET ING
OF 25 MAY 2004; IT MAY BE EXTENDED IN ACCORDANCE
WITH THE RELEVANT LEGAL P ROVISIONS
2. APPROVE TO REDUCE THE MAXIMUM TERM OF APPOINTMENT Management
FOR DIRECTORS FROM 6 YEARS T O 3 YEARS BY MODIFYING
THE FIRST PARAGRAPH OF ARTICLE 15 OF THE BYLAWS
AS FOLL OWS: THE COMPANY IS GOVERNED BY A BOARD
OF DIRECTORS COMPOSED OF AT LEAST SIX MEMBERS,
SHAREHOLDERS OR OTHERWISE, APPOINTED FOR A TERM
OF THREE YEARS AT TH E MOST, AT LEAST THREE MEMBERS
OF THE BOARD OF DIRECTORS ARE INDEPENDENT DIREC
TORS
3. APPROVE THAT THE MAXIMUM AGE ACCEPTABLE TO BE Management
APPLICABLE FOR APPOINTMENT AS DI RECTOR IS TO
BE SET AT 70 YEARS OF AGE BY INSERTION OF THE
FOLLOWING PARAGRAPH BETWEEN THE CURRENT FIRST
AND SECOND PARAGRAPHS OF ARTICLE 15 OF THE BYLAWS:
THE MAXIMUM AGE ACCEPTABLE TO BE APPLICABLE FOR
APPOINTMENT AS DIRECTOR OF TH E COMPANY IS 70
YEARS; THIS AGE LIMIT MUST NOT HAVE BEEN REACHED
AT THE TIME W HEN THE DECISION REGARDING THE
APPOINTMENT IS TO BE MADE
4. APPROVE TO ADD A SIXTH PARAGRAPH TO ARTICLE 15 Management
OF THE BYLAWS, AS FOLLOWS: THE BOARD OF DIRECTORS
SHALL DRAW UP INTERNAL RULES INCLUDING A DESCRIPTION
OF TH E ISSUES THAT ARE IN PARTICULAR SUBJECT
TO A DECISION BY THE BOARD OF DIRECTOR S, AS
WELL AS OF THE ORGANIZATION AND DECISION-MAKING
PROCESS OF THE BOARD OF DIRECTORS
5. APPROVE TO REPLACE THE WORD WITHIN BY AT THE Management
MOST AND THE WORDS TELEGRAM, TELEX OR TELEFAX
BY TELEFAX OR E-MAIL IN ARTICLE 16, SECOND
PARAGRAPH AND TO DELETE THE THIRD SENTENCE; AFTER
REPLACEMENT THE TEXT OF THE SECOND PARAGRA PH
OF ARTICLE 16 WILL READ AS FOLLOWS: THE BOARD
OF DIRECTORS MEETS FOLLOWING A CONVOCATION BY
THE CHAIRMAN, OR IN HIS ABSENCE, BY THE DEPUTY
CHAIRMAN, WHE NEVER THE INTERESTS OF THE COMPANY
SO REQUIRE, AND ALSO AT THE MOST FOURTEEN D AYS
FOLLOWING A REQUEST FOR A MEETING BY TWO DIRECTORS;
THE CONVOCATION IS DUL Y MADE BY LETTER, AIR
MAIL, TELEFAX OR E-MAIL, THE CONVOCATIONS MENTION
THE DA Y, TIME, PLACE AND AGENDA
6. APPROVE TO REPLACE THE WORDS TELEGRAM, TELEX Management
OR TELEFAX BY TELEFAX OR E-MAI L IN ARTICLE
17, 3; AFTER REPLACEMENT THE TEXT OF THE FIRST
SENTENCE OF ARTIC LE 17, 3 WILL READ AS FOLLOWS:
EACH DIRECTOR MAY, EITHER IN WRITING, OR BY
TE LEFAX OR E-MAIL, GRANT POWER OF ATTORNEY TO
ANOTHER MEMBER OF THE BOARD TO REP RESENT HIM
AT A SPECIFIC MEETING
7. APPROVE TO ADD A FOURTH PARAGRAPH TO ARTICLE Management
17 OF THE BYLAWS, TO READ AS FOLL OWS: THE BOARD
MEMBERS CAN DELIBERATE AND TAKE ALL DECISIONS
BY CONFERENCE CA LL OR VIDEO CONFERENCE; IF THIS
IS THE CASE, ALL TELECOPIES AND/OR OTHER WRITT
EN DOCUMENTS CONFIRMING OR EXPRESSING THE VOTING,
WILL BE TAKEN AS A BASIS FOR THE MINUTES, WHICH
WILL BE APPROVED AT THE NEXT BOARD MEETING;
THE CURRENT P ARAGRAPH 4 OF ARTICLE 17 WILL BE
NUMBERED AS PARAGRAPH 5
8. APPROVE TO MODIFY THE SECOND PARAGRAPH OF ARTICLE Management
19 OF THE BYLAWS AS FOLLOWS: THE BOARD OF DIRECTORS
CAN, AT ITS DISCRETION AND AT ITS RESPONSIBILITY,
SET UP ONE OR MORE ADVISORY COMMITTEES SUCH AS
AMONG OTHERS AN APPOINTMENT AND RE MUNERATION
COMMITTEE AND AN AUDIT COMMITTEE; THE BOARD OF
DIRECTORS WILL DRAW UP INTERNAL RULES THAT INCLUDE
A DESCRIPTION OF ISSUES THAT ARE IN PARTICULAR
SUBJECT TO ADVICE FROM THE VARIOUS COMMITTEES,
AS WELL AS OF THE ORGANIZATION AND DECISION-MAKING
PROCESSES OF THESE COMMITTEES
9. APPROVE TO DELETE THE LAST SENTENCE OF THE FIRST Management
PARAGRAPH OF ARTICLE 20 OF TH E BYLAWS; AFTER
DELETION THE TEXT OF THE FIRST PARAGRAPH OF ARTICLE
20 READS A S FOLLOWS: AT EVERY APPOINTMENT THE
GENERAL MEETING MUST EXPLICITLY DECIDE WH ETHER
THE MANDATE OF THE DIRECTOR IS TO BE REMUNERATED
OR NOT
10. APPROVE TO MODIFY THE LAST PARAGRAPH OF ARTICLE Management
21 OF THE BYLAWS AS FOLLOWS: THE BOARD OF MANAGEMENT
CONSISTS OF AT LEAST TWO PERSONS, DIRECTORS OR
OTHERWI SE; THE BOARD OF DIRECTORS WILL DRAW
UP INTERNAL RULES THAT INCLUDE A DESCRIPT ION
OF THE CONDITIONS APPLICABLE TO APPOINTMENT OF
THE MEMBERS OF THE BOARD OF MANAGEMENT, THEIR
RESIGNATION, THEIR REMUNERATION, THE TERM OF
THEIR ASSIGNME NT AND THE DESCRIPTION OF THE
ISSUES THAT IN PARTICULAR FALL UNDER THE COMPETE
NCE OF THE BOARD OF MANAGEMENT, AS WELL AS THE
DECISION-MAKING PROCESS OF THIS BOARD
11. APPROVE TO REPLACE THE FIRST PARAGRAPH OF ARTICLE Management
26 BY THE FOLLOWING TEXT: T HE COMPANY IS VALIDLY
REPRESENTED, AT LAW OR OTHERWISE, INCLUDING FOR
THOSE DE EDS FOR WHICH THE MEDIATION OF A CIVIL
OFFICER IS REQUIRED, EITHER BY TWO DIRE CTORS
ACTING JOINTLY, OR IN THE CONTEXT OF ONE OF THE
COMPETENCES DELEGATED TO THE BOARD OF MANAGEMENT,
BY TWO MEMBERS OF THE BOARD OF MANAGEMENT, OF
WHICH AT LEAST ONE IS AN EXECUTIVE DIRECTOR
12. APPROVE TO DELETE THE WORDS AND NO MORE THAN Management
SIX WORKING DAYS IN ARTICLE 28, 2 OF THE BYLAWS,
UPON DELETION, THE TEXT OF THE FIRST SENTENCE
OF ARTICLE 28, 2 WILL READ AS FOLLOWS: TO BE
ADMITTED TO THE GENERAL MEETING, EACH HOLDER
O F BEARER SHARES MUST DEPOSIT HIS SHARES AT
THE REGISTERED OFFICES OF THE COMPA NY OR AT
THE INSTITUTIONS WHICH ARE MENTIONED IN THE CONVOCATIONS
AT LEAST THR EE WORKING DAYS BEFORE THE DATE
OF THE MEETING, AND THIS AGAINST ACKNOWLEDGEME
NT OF RECEIPT
13. APPROVE TO ADD THE FOLLOWING PARAGRAPH 5 TO ARTICLE Management
29 OF THE BYLAWS: A SHARE HOLDER REPRESENTING
5% OF THE STOCK CAPITAL, CAN PROPOSE ITEMS FOR
THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS;
THESE POINTS SHALL BE DEALT WITH AT TH E FIRST
GENERAL MEETING OF SHAREHOLDERS SUMMONED BY THE
BOARD OF DIRECTORS FOL LOWING RECEIPT OF THIS
REQUEST
14. APPROVE THAT THE NOTICES TO THE GENERAL SHAREHOLDERS Management
MEETING SHALL BE BY ANNO UNCEMENT OF THE AGENDA
WHICH SHALL BE PUBLISHED ONCE IN THE BELGIAN
OFFICIAL G AZETTE BELGISCH STAATSBLAD , NO LATER
THAN TWENTY FOUR DAYS PRIOR TO THE MEET ING OR,
IF APPLICABLE, PRIOR TO THE REGISTRATION DATE
MENTIONED IN ARTICLE 28, 5 OF THE ARTICLES OF
ASSOCIATION, AND ONCE IN A NATIONAL NEWSPAPER
NO LATER T HAN TWENTY FOUR DAYS PRIOR TO THE
MEETING OR, IF APPLICABLE, PRIOR TO THE REGI
STRATION DATE MENTIONED IN ARTICLE 28, 5 OF THE
ARTICLES OF ASSOCIATION; IN TH E EVENT A NEW
NOTICE OF A MEETING IS REQUIRED AND THE DATE
OF THE SECOND MEETI NG WAS MENTIONED IN THE FIRST
NOTICE, THIS SECOND ANNOUNCEMENT MUST TAKE PLACE
AT LEAST SEVENTEEN DAYS PRIOR TO THE MEETING,
OR, IF APPLICABLE, TO THE REGIS TRATION DATE
MENTIONED IN ARTICLE 28, 5
15. APPROVE TO GRANT A POWER OF ATTORNEY TO TWO MEMBERS Management
FROM THE BOARD OF DIRECTOR S, WITH THE RIGHT
OF SUBSTITUTION FOR THE CO-ORDINATION AND RENUMBERING
OF THE BYLAWS, AS WELL AS THE FORMALITIES REQUIRED
FOR THE CROSSROADS BANK FOR ENTER PRISES
* PLEASE NOTE THAT THE MEETING HELD ON 26 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 24
MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE
IS 11 MAY 2005. IF YOU HAVE ALREADY SENT YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR OR IGINAL INSTRUCTIONS.
THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
ALPHA BANK SA AGM Meeting Date: 05/24/2005
Issuer: X1687N119 ISIN: GRS015013006 BLOCKING
SEDOL: 4235864, 5437517, B06G6X6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting
MEETING. PLEASE BE ADVISED THAT T HE MEETING
HELD ON 05 MAY 2005 HAS BEEN POSTPONED DUE TO
LACK OF QUORUM AND TH AT THE SECOND CONVOCATION
WILL BE HELD ON 24 MAY 2005. PLEASE ALSO NOTE
THE NE W CUTOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
1. 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).
- -----------------------------------------------------------------------------------------------------------------------------
BANCO POPULAR ESPANOL SA, MADRID AGM Meeting Date: 05/24/2005
Issuer: E19550156 ISIN: ES0113790234
SEDOL: 5857836, 5900440, 5960295, B0372Z6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
25 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, BALANCE Management For
SHEET, PROFIT AND LOSS ACCOUN T AND NOTES TO
THE ACCOUNTS, AND OF THE MANAGEMENT REPORT OF
THE BANCO POPULAR ESPANOL, S.A. AND ITS CONSOLIDATED
GROUP, AS WELL AS OF THE PROPOSED APPLICAT ION
OF PROFITS AND THE MANAGEMENT OF THE BOARD OF
DIRECTORS; ALL OF THE FOREGO ING WITH REFERENCE
TO THE YEAR 2004
2. APPOINT, RATIFY AND RE-ELECT THE DIRECTORS Management For
3. REAPPOINT THE FINANCIAL AUDITORS FOR THE REVISION Management For
AND COMPLIANCE AUDIT OF THE FINANCIAL STATEMENTS,
BOTH OF THE BANK AND ITS CONSOLIDATED GROUP
4. AMEND ARTICLE 15 AND TEMPORARY PROVISIONS 1 AND Management For
2 OF THE COMPANY BY-LAWS, ABOU T THE COMPANY
CHAIRMANSHIP; AMEND THE INFORMATION TO THE MEETING
ABOUT THE COR RELATIVE RULES AND REGULATIONS
OF THE BOARD OF DIRECTORS
5. APPROVE TO REDUCE THE NOMINAL VALUE OF THE COMPANY Management For
SHARES FROM 50 EURO CENTS T O 10 EURO CENTS,
WITH NO MODIFICATION OF THE SHARE CAPITAL, AND
WITH CONSEQUEN T INCREASE OF THE NUMBER OF SHARES
REPRESENTING THE OUTSTANDING SHARE CAPITAL; AMEND
THE ARTICLE 5 AND FIRST PARAGRAPH OF THE LAST
ARTICLE OF THE COMPANY BY -LAWS
6. AUTHORIZE THE ACQUISITION OF OWN SHARES, WITHIN Management For
THE TERMS AND CONDITIONS PROVI DED BY LAW, AND
TO PROCEED THEIR AMORTIZATION BY DEBITING THE
CONTRIBUTED CAPI TAL, WITH CONSEQUENT CAPITAL
DECREASE BY A MAXIMUM AMOUNT EQUIVALENT TO 5%
OF THE SHARE CAPITAL
7. AUTHORIZE THE BOARD OF DIRECTORS TO RAISE THE Management For
SHARE CAPITAL, THROUGH INCREASE OF THE NOMINAL
VALUE OF THE EXISTING SHARES, OR BY ISSUING NEW
ORDINARY OR PRE FERRED OR REDEEMABLE SHARES,
WITH OR WITHOUT PREMIUM, WITH OR WITHOUT VOTING
R IGHTS, WITHIN THE CLASSES AND TYPES PROVIDED
BY LAW; CONSEQUENT MODIFICATION O F THE LAST
ARTICLE OF THE COMPANY BY-LAWS; ALL OF THE FOREGOING
IN CONFORMITY WITH SECTIONS 153.1. B AND 159.2
OF THE SPANISH LIMITED COMPANIES ACT, LEY DE
SOCIEDADES ANONIMAS, AND THE PROVISIONS IN SECTION
161.1 THEREIN, AND WITH POW ERS TO EXCLUDE THE
PREFERENTIAL SUBSCRIPTION RIGHT
8. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, WITHIN Management For
THE LEGAL TERM OF 5 YEARS, P ROMISSORY NOTES,
BONDS AND DEBENTURES, PREFERRED SHARES, MORTGAGE
BONDS, MORTG AGE BACKED SECURITIES AND ANY OTHER
FIXED INCOME SECURITIES NOT CONVERTIBLE IN TO
SHARES, IN EUROS OR OTHER FOREIGN CURRENCIES,
AND WITH A FIXED OR A VARIABL E INTEREST
9. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, ACCORDING Management For
TO THE PROVISIONS OF ARTI CLE 319 OF THE REGULATIONS
OF THE REGISTRAR OF COMPANIES, FIXED INCOME SECURIT
IES CONVERTIBLE INTO NEWLY ISSUED SHARES, AND,
OR EXCHANGEABLE INTO EXISTING S HARES, SETTING
OUT THE RATIO AND CONDITIONS OF THE CONVERSION
AND, OR EXCHANGE , WITH EXCLUSION OF THE PREFERENTIAL
SUBSCRIPTION RIGHT, AND WITH POWERS TO IN CREASE
THE SHARE CAPITAL BY THE NECESSARY AMOUNT; GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO FULLY
IMPLEMENT ABOVE RESOLUTION, WITH POWERS TO ABSTAIN,
POS TPONE OR PARTIALLY POSTPONE THE EXECUTION
THEREOF
10. AUTHORIZE THE BOARD OF DIRECTORS, WITH AUTHORITY Management For
TO DEPUTY THE POWERS GRANTED TO IT BY THE MEETING,
TO CONSTRUE, AMEND AND FULLY EXECUTE THE RESOLUTIONS
ADO PTED BY THE MEETING, AND FOR THEIR PUBLIC
RECORDING
- -----------------------------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG, BAD HOMBURG OGM Meeting Date: 05/24/2005
Issuer: D2734Z131 ISIN: DE0005785836
SEDOL: 5160073, 7159110
- -----------------------------------------------------------------------------------------------------------------------------
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 679,621,696.02 AS : PAYMENT OF
A DIVIDEND OF EUR 1.12 PER ORDINARY SHARE AND
EUR1.18 PER PREFERR ED SHARE EUR 570,192,314.54
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE
O N 25 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. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Non-Voting
FRANKFURT AS THE AUDITORS FOR THE 2005 FY
6. ELECT MR. JOHN GERHARD KRINGEL AS AN OFFICER Non-Voting
FOR THE SUPERVISORY BOARD
7. APPROVE AND AMEND THE ARTICLES OF ASSOCIATION Non-Voting
IN RESPECT OF AN INCREASE OF THE REMUNERATION
FOR SUPERVISORY BOARD MEMBERS AS: PURSUANT TO
SECTION 13(2), EAC H MEMBER OF THE SUPERVISORY
BOARD RECEIVE A FIXED ANNUAL REMUNERATION OF
USD 8 0,000 FROM THE 2005 FY, PURSUANT TO SECTION
13(4), THE CHAIRMAN SHALL RECEIVE TWICE, THE
DEPUTY CHAIRMAN ONE AND A HALF TIMES OF THE AMOUNT
FROM THE 2005 FY ON, MEMBERS OF A COMMITTEE TO
RECEIVE AN ADDITIONAL ANNUAL REMUNERATION OF
US D 30,000, AND THE CHAIRMAN OF SUCH A COMMITTEE
TO RECEIVE USD 50,000
8. APPROVE TO REVOKE THE EXISTING AUTHORIZED CAPITAL Non-Voting
I AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE TH E SHARE CAPITAL OF THE COMPANY BY
UP TO EUR 30,720,000 BY ISSUING NEW BEARER P
REFERRED SHARES AGAINST PAYMENT IN CASH ON OR
BEFORE 23 MAY 2010 AND GRANT SUB SCRIPTION RIGHTS
TO THE SHAREHOLDERS EXCEPT FOR RESIDUAL AMOUNTS
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG, BAD HOMBURG OGM Meeting Date: 05/24/2005
Issuer: D2734Z107 ISIN: DE0005785802 BLOCKING
SEDOL: 5129074, 7158537
- -----------------------------------------------------------------------------------------------------------------------------
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 679,621,696.02 AS : PAYMENT OF
A DIVIDEND OF EUR 1.12 PER ORDINARY SHARE AND
EUR 1.18 PER PREFER RED SHARE EUR 570,192,314.54
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE
ON 25 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, AS THE AUDITORS FOR THE 2005 FY
6. ELECT MR. JOHN GERHARD KRINGEL AS AN OFFICER Management
FOR THE SUPERVISORY BOARD
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management
OF AN INCREASE OF THE REMUNERATIO N FOR SUPERVISORY
BOARD MEMBERS AS: PURSUANT TO SECTION 13(2),
EACH MEMBER OF THE SUPERVISORY BOARD RECEIVE
A FIXED ANNUAL REMUNERATION OF USD 80,000 FROM
T HE 2005 FY, PURSUANT TO SECTION 13(4), THE
CHAIRMAN SHALL RECEIVE TWICE, THE D EPUTY CHAIRMAN
ONE AND A HALF TIMES OF THE AMOUNT FROM THE 2005
FY ON, MEMBERS OF A COMMITTEE TO RECEIVE AN ADDITIONAL
ANNUAL REMUNERATION OF USD 30,000, AN D THE CHAIRMAN
OF SUCH A COMMITTEE TO RECEIVE USD 50,000
8. APPROVE TO REVOKE THE EXISTING AUTHORIZED CAPITAL Management
I AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE TH E SHARE CAPITAL OF THE COMPANY BY
UP TO EUR 30,720,000 BY ISSUING NEW BEARER P
REFERRED SHARES AGAINST PAYMENT IN CASH ON OR
BEFORE 23 MAY 2010 AND GRANT SUB SCRIPTION RIGHTS
TO THE SHAREHOLDERS EXCEPT FOR RESIDUAL AMOUNTS
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
FYFFES PLC (FORMERLY FII-FYFFES PLC) AGM Meeting Date: 05/24/2005
Issuer: G34244106 ISIN: IE0003295239
SEDOL: 0329523, 4329659, B01ZKM5, B05M969
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE STATEMENTS OF ACCOUNTS FOR Management For
THE YE 31 DEC 2004 AND THE REPO RTS OF THE DIRECTORS
AND THE AUDITORS THEREON
2. APPROVE TO CONFIRM THE INTERIM DIVIDEND OF EUR Management For
1.53 CENT PER SHARE AND DECLARE A FINAL DIVIDEND
OF EUR 5.20 CENT PER SHARE ON THE ORDINARY SHARES
FOR THE YE 31 DEC 2004
3.a RE-ELECT MR. C.P. MCCANN AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE ART ICLES OF ASSOCIATION
AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE
3.b RE-ELECT MR. R.B. HYNES AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE ARTI CLES OF ASSOCIATION
AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE
3.c RE-ELECT MR. J.D. MCCOURT AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION
AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE
3.d RE-ELECT MR. D.J. BERGIN AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE ART ICLES OF ASSOCIATION
AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE
3.e RE-ELECT MR. G.B. SCANLAN AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION
AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE
4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS FOR THE YE 31 DEC 2005
5. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For
SECTION 20 OF THE COMPA NIES ACT 1983 UP TO
AN AGGREGATE NOMINAL AMOUNT OF EUR 6,969,279
116,154,648 SHARES ; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
18 MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY O F THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.6.a AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For
6(D) OF THE ARTICLES OF ASSOCIATI ON AND SECTION
24 OF THE COMPANIES ACT, 1983, TO ALLOT EQUITY
SECURITIES SECT ION 23 OF THE ACT FOR CASH
PURSUANT TO THE AUTHORITY TO ALLOT RELEVANT SECURI
TIES CONFERRED ON THE DIRECTORS BY RESOLUTION
5, DISAPPLYING THE STATUTORY PRE -EMPTION RIGHTS
SECTION 23(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE MA TTERS PROVIDED FOR IN THE ARTICLE
6(D)(I) AND (II) OF THE ARTICLES OF ASSOCIAT
ION AND PROVIDED FURTHER THAT THE AGGREGATE NOMINAL
VALUE OF ANY SHARES WHICH MAY BE ALLOTTED PURSUANT
TO ARTICLE 6(D)(II) MAY NOT EXCEED EUR 1,045,392
17, 423,197 SHARES REPRESENTING 5% OF THE NOMINAL
VALUE OF THE ISSUED SHARES CAPI TAL
s.6.b AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF Management For
THE COMPANY SECTION 155 OF THE COMPANIES ACT,
1963 TO MAKE MARKET PURCHASES SECTION 212 OF
THE COMPANIES A CT, 1990 OF SHARES OF ANY CLASS
OF THE COMPANY SHARES ON SUCH TERMS AND CON
DITIONS AND IN SUCH MATTERS AS THE DIRECTORS
MAY DETERMINE FROM TIME TO TIME B UT SUBJECT
TO THE PROVISIONS OF THE COMPANIES ACT, 1990
OF UP TO 34,846,394 OR DINARY SHARES REPRESENTING
10% OF THE ISSUED SHARE CAPITAL , AT A MINIMUM
PRI CE EQUAL TO THE NOMINAL VALUE THEREOF AND
THE MAXIMUM PRICE EQUAL TO 105% OF T HE AVERAGE
OF THE FIVE AMOUNTS RESULTING FOR SUCH SHARES
DERIVED FROM THE IRIS H STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS,
PROVI DED THE AVERAGE PRICE SHALL BE: A) THE
AVERAGE OF THE PRICES AT WHICH SUCH DEA LINGS
TOOK PLACE IF THERE SHALL BE MORE THAN ONE DEALING
REPORTED FOR THE DAY; OR B) THE PRICE AT WHICH
SUCH DEALING TOOK PLACE IF THERE SHALL BE ONLY
ONE D EALING REPORTED FOR THE DAY; OR C) IF THERE
SHALL NOT BE ANY DEALING REPORTED FOR THE DAY,
THE AVERAGE OF THE HIGH AND LOW MARKET GUIDE
PRICE FOR THAT DAY O R IF THERE SHALL BE ONLY
A HIGH BUT NOT A LOW OR A LOW BUT NOT A HIGH
MARK ET GUIDE PRICE; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT A GM OF
THE COMPANY OR 18 MONTHS AFTER PASSING OF THIS
RESOLUTION ; AND THE COMP ANY MAY ENTER IN TO
A CONTRACT FOR THE PURCHASE OF SHARES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH E XPIRY
s.6.c AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITY Management For
CONFERRED BY RESOLUTION 6(B), FOR THE PURPOSE
OF SECTION 209 OF THE COMPANIES ACT 1990 TO REISSUE
PRICE RAN GE AT WHICH ANY TREASURY SHARES SECTION
209 FOR THE TIME BEING HELD BY THE C OMPANY
BE RE-ISSUED OFF-MARKET BE AS FOLLOWS: A) THE
MAXIMUM PRICE AT WHICH AN Y SUCH SHARE BE RE-ISSUED
OFF-MARKET BE AN AMOUNT EQUAL TO 120% OF THE
APPROPR IATE PRICE; AND B) THE MINIMUM PRICE
AT WHICH A SUCH SHARE BE RE-ISSUED OFF-MA RKET
BE AN AMOUNT EQUAL TO 95% OF THE APPROPRIATE
PRICE FOR SUCH SHARES DERIVE D FROM THE IRISH
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSIN ESS DAYS, PROVIDED THAT THE
APPROPRIATE AVERAGE SHALL BE: A) IF THERE SHALL
BE MORE THAN ONE DEALING REPORTED FOR THE DAY,
THE AVERAGE OF THE PRICES AT WHIC H SUCH DEALINGS
TOOK PLACE; OR B) IF THERE SHALL BE ONLY ONE
DEALING REPORTED FOR THE DAY, THE PRICE AT WHICH
SUCH DEALING TOOK PLACE; C) IF THERE SHALL NOT
BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE
OF THE HIGH AND LOW MARKET G UIDE PRICE FOR THAT
DAY; D) IF THERE SHALL BE ONLY A HIGH BUT NOT
A LOW OR O NLY A LOW BUT NOT A HIGH MARKET
GUIDE PRICE REPORTED; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 18 MONTHS AFTER P ASSING OF THIS
RESOLUTION ; AND THE COMPANY MAY ENTER IN TO
A CONTRACT FOR THE PURCHASE OF SHARES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
7. AUTHORIZE THE EXTENSION OF THE FYFFES PLC REVENUE Management For
APPROVED PROFIT SHARING SCHE ME FOR A FURTHER
PERIOD OF 10 YEARS SO THAT IT SHALL NOW NOT TERMINATE
UNTIL A FTER THE APPROPRIATION OF SHARES IN RESPECT
OF THE FYE IN 2014
- -----------------------------------------------------------------------------------------------------------------------------
JAPAN RETAIL FUND INVESTMENT CORP, TOKYO AGM Meeting Date: 05/24/2005
Issuer: J27544105 ISIN: JP3039710003
SEDOL: 6513342
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 AMEND ARTICLES TO: LIMIT LEGAL LIABILITY OF EXECUTIVE Management For
DIRECTORS AND SUPERVISORY DIRECTORS - AMEND INVESTMENT
OBJECTIVES CLAUSE
2.1 ELECT EXECUTIVE DIRECTOR Management For
2.2 ELECT SUPERVISORY DIRECTOR Management For
2.3 ELECT SUPERVISORY DIRECTOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
KARSTADT QUELLE AG, ESSEN AGM Meeting Date: 05/24/2005
Issuer: D38435109 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
- -----------------------------------------------------------------------------------------------------------------------------
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
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4. APPOINT BDO DEUTSCHE WARENTREUHAND AG, DUSSELDORF Management
AS THE AUDITOR FOR THE FY 20 05
5. 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
15(3) REGARDING THE SHAREHOLDERS MEE TING BEING
CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY
BY WHICH SHAREHOLDE RS ARE REQUIRED TO REGISTER
TO ATTEND THE SHAREHOLDERS MEETING; SECTION
16 RE GARDING SHAREHOLDERS INTENDING TO ATTEND
THE SHAREHOLDERS MEETING AND TO PROV IDE A PROOF
IN GERMAN OR ENGLISH OR THEIR ENTITLEMENT TO
ATTEND THE SHAREHOL DERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN.
- -----------------------------------------------------------------------------------------------------------------------------
KERRY GROUP PLC AGM Meeting Date: 05/24/2005
Issuer: G52416107 ISIN: IE0004906560
SEDOL: 0490656, 4519579, B014WT3, B01ZKX6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE ACCOUNTS FOR THE YE Management For
31 DEC 2004 AND THE DIRECTORS AN D AUDITORS
REPORTS THEREON
2. DECLARE A FINAL DIVIDEND AS RECOMMENDED BY THE Management For
DIRECTORS
3.a1 RE-ELECT MR. DERTIS BUCKLEY, WHO RETIRES IN ACCORDANCE Management For
IN ACCORDANCE WITH THE PROVISIONS OF THE COMBINED
CODE ON CORPORATE GOVERNANCE
3.a2 RE-ELECT MR. EUGENE MCSWEENEY, WHO RETIRES IN Management For
ACCORDANCE IN ACCORDANCE WITH TH E PROVISIONS
OF THE COMBINED CODE ON CORPORATE GOVERNANCE
3.b1 RE-ELECT MR. PATRICK A BARRETT, WHO RETIRES IN Management For
ACCORDANCE IN ACCORDANCE WITH A RTICLE 97 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
3.b2 RE-ELECT MR. JAMES V BROSNAN, WHO RETIRES IN Management For
ACCORDANCE IN ACCORDANCE WITH ART ICLE 97 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
3.b3 RE-ELECT MR. WALTER COSTELLOE, WHO RETIRES IN Management For
ACCORDANCE IN ACCORDANCE WITH AR TICLE 97 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
3.b4 RE-ELECT MR. PATRICK MINOGUE, WHO RETIRES IN Management For
ACCORDANCE IN ACCORDANCE WITH ART ICLE 97 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
3.b5 RE-ELECT MR. STAN MCCARTHY, WHO RETIRES IN ACCORDANCE Management For
IN ACCORDANCE WITH ARTIC LE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
3.c RE-ELECT MR. DERRIS CARROLL, WHO RETIRES IN ACCORDANCE Management For
IN ACCORDANCE WITH ARTI CLE 102 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
3.d RE-ELECT MR. DONAL O DONOGHUE, WHO RETIRES IN Management For
ACCORDANCE IN ACCORDANCE WITH A RTICLE 100 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY
4. APPROVE THE DIRECTORS BE PAID AS FEES IN RESPECT Management For
OF EACH YEAR COMMENCING WITH THE YE 31 DEC 2005,
SUCH SUM NOT EXCEEDING EUR 1,000,000 IN AGGREGATE
IN ANY Y EAR, AS THE DIRECTORS SHAFT DETERMINE,
WHICH SUM SHALL BE DIVIDED AMONGST THEM IN SUCH
PROPORTION AS THEY SHELL DETERMINE
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
S.6 APPROVE THAT AUTHORIZED SHARE CAPITAL OF THE Management For
COMPANY BE INCREASED TO EUR 35,00 0,000 DIVIDED
INTO 280,000,000 A ORDINARY SHARES OF EUR 0.125
EACH AND AMEND A RTICLE 3 OF THE ARTICLES OF ASSOCIATION
S.7 AMEND ARTICLE 114 OF THE ARTICLES OF ASSOCIATION Management For
BY DELETING IT AND REPLACING IT WITH A NEW ONE
8. AUTHORIZE THE DIRECTORS TO EXERCISE ALL THE POWERS Management For
OF THE COMPANY TO ALLOT REL EVANT SECURITIES
WITHIN THE MEANING OF SECTION 20 OF THE COMPANIES
AMENDMENT ACT 1983; THE MAXIMUM AMOUNT OF THE
RELEVANT SECURITIES WHICH MAY BE ALLOTTED UNDER
THE AUTHORITY HEREBY CONFERRED SHALL BE THE AUTHORIZED
BUT UNISSUED A O RDINARY SHARES IN THE CAPITAL
OF THE COMPANY; THE AUTHORITY HEREBY CONFERRED
S HALL EXPIRE ON 24 AUG 2006 UNLESS AND TO THE
EXTENT THAT SUCH AUTHORITY IS REN EWED, REVOKED
OR EXTENDED PRIOR TO SUCH DATE; THE COMPANY MAY
BEFORE SUCH EXPI RY MAKE AN OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES
TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS
MAY ALLOT RELEVANT SECURIT IES IN PURSUANCE OF
SUCH OFFER OR AGREEMENT, NOTWITHSTANDING THAT
THE AUTHORIT Y HEREBY CONFERRED HAS EXPIRED
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For
23 AND 24(1) OF THE COMPANIES A MENDMENT ACT,
1983 TO ALLOT EQUITY SECURITIES WITHIN THE MEANING
OF THE SAID SECTION 23 FOR CASH AS IF SECTION
23(1) OF THE SAID ACT DID NOT APPLY TO ANY S
UCH ALLOTMENT PROVIDED THAT THIS POWER SHALL
EXPIRE ON 24 AUG 2006 UNLESS AND TO THE EXTENT
THAT SUCH AUTHORITY IS RENEWED, REVOKED OR EXTENDED
PRIOR TO SUC H DATE, SAVE THAT THE COMPANY MAY
BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMEN
T WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES
TO BE ALLOTTED AFTER SUCH EXP IRY AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH
AN OFFE R OR AGREEMENT AS IF THE POWER CONFERRED
BY THIS PARAGRAPH HAD NOT EXPIRED AND PROVIDED
THAT THE MAXIMUM AMOUNT OF EQUITY SECURITIES
WITHIN THE MEANING OF THE SAID SECTION 23 WHICH
MAY BE ALLOTTED UNDER THIS AUTHORITY SHALL NOT
EXCE ED IN AGGREGATE THE EQUIVALENT OF 5% OF
THE ISSUED A ORDINARY SHARE CAPITAL OF THE COMPANY
AT THE DATE HEREOF
S.10 AMEND ARTICLE 2(A) OF THE ARTICLES OF ASSOCIATION Management For
BY DELETING IT AND REPLACING IT WITH A NEW ONE
S.11 AMEND ARTICLE 7 OF THE ARTICLES OF ASSOCIATION Management For
BY DELETING IT AND REPLACING IT WITH A NEW ONE
S.12 AMEND ARTICLE 13A OF THE ARTICLES OF ASSOCIATION Management For
BY DELETING IT AND REPLACING IT WITH A NEW ONE
- -----------------------------------------------------------------------------------------------------------------------------
MITSUKOSHI LTD, TOKYO AGM Meeting Date: 05/24/2005
Issuer: J4541P102 ISIN: JP3894810005
SEDOL: 6675800, B01BXN5, B02JDK5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 0, FINAL JY 3, SPECIAL
JY 0
2 AMEND ARTICLES TO: CLARIFY DIRECTOR AUTHORITIES Management For
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
4 APPROVE DEEP DISCOUNT STOCK OPTION PLAN Management Against
- -----------------------------------------------------------------------------------------------------------------------------
PROVIDENT FINANCIAL PLC AGM Meeting Date: 05/24/2005
Issuer: G72783155 ISIN: GB0002685963
SEDOL: 0268596, 5456426, B02T0T3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For
REPORTS
2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For
3. DECLARE A FINAL DIVIDEND OF 20.75 PENCE PER ORDINARY Management For
SHARE
4. RE-ELECT MR. ROBIN ASHTON AS A DIRECTOR Management For
5. RE-ELECT MR. JOHN HARNETT AS A DIRECTOR Management For
6. RE-ELECT MR. JOHN VAN KUFFELER AS A DIRECTOR Management For
7. RE-ELECT MR. CHARLES GREGSON AS A DIRECTOR Management For
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY
9. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For
THE AUDITORS
S.10 GRANT AUTHORITY FOR MARKET PURCHASE OF 25,517,000 Management For
ORDINARY SHARES
S.11 AUTHORIZE THE DIRECTORS TO ISSUE EQUITY OR EQUITY-LINKED Management For
SECURITIES WITHOUT PR E-EMPTIVE RIGHTS UP TO
AGGREGATE NOMINAL AMOUNT OF GBP 1,322,269
12. APPROVE THE EU POLITICAL DONATIONS AND INCUR Management For
EU POLITICAL EXPENDITURE UP TO GB P 50,000
S.13 AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management For
RE-ELECTION OF THE DIRECTORS, DIRECTORS EXPENSES
AND IDENTIFICATION
- -----------------------------------------------------------------------------------------------------------------------------
TAKASHIMAYA CO LTD AGM Meeting Date: 05/24/2005
Issuer: J81195125 ISIN: JP3456000003
SEDOL: 5735857, 6870401, B05PNH7
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS; FINAL DIVIDEND Management For
JY 3.75
2. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For
OFFICERS
3.1 ELECT A DIRECTOR Management For
3.2 ELECT A DIRECTOR Management For
3.3 ELECT A DIRECTOR Management For
3.4 ELECT A DIRECTOR Management For
3.5 ELECT A DIRECTOR Management For
3.6 ELECT A DIRECTOR Management For
3.7 ELECT A DIRECTOR Management For
3.8 ELECT A DIRECTOR Management For
3.9 ELECT A DIRECTOR Management For
3.10 ELECT A DIRECTOR Management For
3.11 ELECT A DIRECTOR Management For
3.12 ELECT A DIRECTOR Management For
3.13 ELECT A DIRECTOR Management For
3.14 ELECT A DIRECTOR Management For
3.15 ELECT A DIRECTOR Management For
3.16 ELECT A DIRECTOR Management For
3.17 ELECT A DIRECTOR Management For
3.18 ELECT A DIRECTOR Management For
3.19 ELECT A DIRECTOR Management For
3.20 ELECT A DIRECTOR Management For
3.21 ELECT A DIRECTOR Management For
4.1 APPOINT A CORPORATE AUDITOR Management For
4.2 APPOINT A CORPORATE AUDITOR Management For
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management Against
DIRECTORS
- -----------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA MEDIA SPA, TORINO EGM Meeting Date: 05/24/2005
Issuer: T92765121 ISIN: IT0001389920 BLOCKING
SEDOL: 5843642, 5846704, 7184833, B01DRM8
- -----------------------------------------------------------------------------------------------------------------------------
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.
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting
YOU.
O.1 GRANT AUTHORITY TO PURCHASE OWN SHARES AS PER Management
ARTICLE 2357 AND CONSEQUENTIAL O F THE ITALIAN
CIVIL CODE, NONETHELESS OF ARTICLE 132 OF LEGISLATIVE
DECREE NUM BER 58/1998
O.2 ANY ADJOURNMENT Management
E.1 APPROVE TO DECREASE STOCK CAPITAL AS PER ARTICLE Management
2445 C.C FOR A MAXIMUM AMOUNT OF EUR 11,110,789.35
THROUGH DISSOLUTION OF OWN SHARES
E.2 ANY ADJOURNMENT Management
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF RECORD DATE AND DETAILED AGENDA. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PR OXY FORM UNLESS YOU.
- -----------------------------------------------------------------------------------------------------------------------------
AEGIS GROUP PLC AGM Meeting Date: 05/25/2005
Issuer: G0105D108 ISIN: GB0009657569
SEDOL: 0965756, B014X89, B02S584
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 31 Management For
DEC 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS
2. DECLARE A FINAL DIVIDEND OF 0.875P PER ORDINARY Management For
SHARE
3. RE-ELECT LORD SHARMAN AS A DIRECTOR, WHO RETIRES Management For
BY ROTATION
4. RE-ELECT MR. JEREMY HICKS AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
5. RE-ELECT MR. ADRIAN CHEDORE AS A DIRECTOR, WHO Management For
RETIRES BY ROTATION
6. APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For
UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING
AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY
7. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
8. APPROVE THE REMUNERATION REPORT CONTAINED IN Management Abstain
THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
9. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIE S SECTION 80 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 18,662,339; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY ; AND THE COMPANY MA Y ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 9, DISAPPLYING TH E STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LI MITED TO THE ALLOTMENT
OF EQUITY SECURITIES A) IN CONNECTION WITH A
RIGHTS ISS UE, OPEN OFFER OR OTHER OFFERS IN
FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO
AN AGGREGATE NOMINAL VALUE OF GBP 2,797,608;
AUTHORITY EXPIRES AT THE CONCLU SION OF THE
NEXT AGM OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQU ITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE
R OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES A CT 1985 OF UP
TO 55,987,018 ORDINARY SHARES OF 5P EACH IN THE
CAPITAL OF THE COMPANY, AT A MAXIMUM PRICE EQUAL
TO 5% ABOVE THE AVERAGE MARKET VALUE FOR SUC
H SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 24 NOV 2006
; THE COMPANY, BEFORE THE EXPIRY, M AY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED W HOLLY OR PARTLY AFTER SUCH
EXPIRY
S.12 APPROVE AND ADOPT THE REGULATIONS SET OUT IN Management For
THE PRINTED DOCUMENT PRODUCED TO THE MEETING
AS THE ARTICLES OF ASSOCIATION OF THE COMPANY,
IN SUBSTITUTION FOR , AND TO THE EXCLUSION OF,
ALL EXISTING ARTICLES OF ASSOCIATION
- -----------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BOERSE AG, FRANKFURT AM MAIN AGM Meeting Date: 05/25/2005
Issuer: D1882G119 ISIN: DE0005810055
SEDOL: 7021963, B01DFR9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT DEUTSCHE BOERSE AG, FRANKFURT Non-Voting
SHARES ARE ISSUED IN RE GISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YO U TO VOTE. THANK YOU.
1. PRESENTATION OF THE APPROVED ANNUAL AND CONSOLIDATED Management
ANNUAL FINANCIAL STATEMEN TS, THE MANAGEMENT
REPORT OF DEUTSCHE BOERSE AG AND THE GROUP MANAGEMENT
REPOR T AS OF DECEMBER 31, 2004, AS WELL AS THE
REPORT OF THE SUPERVISORY BOARD AND THE PROPOSAL
FOR THE APPROPRIATION OF DISTRIBUTABLE PROFITS
2. THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD Management
PROPOSE THAT THE DISTRIBUTABLE P ROFIT DISCLOSED
IN THE APPROVED ANNUAL FINANCIAL STATEMENTS AS
OF DECEMBER 31, 2004 TOTALING EUR 226,825,000.00
BE USED TO PAY A DIVIDEND OF EUR 0.70 FOR EA
CH SHARE CARRYING DIVIDEND RIGHTS, I.E. EUR 78,262,016.00
IN TOTAL, AND THAT T HE REMAINING AMOUNT OF EUR
148,562,984.00 BE ALLOCATED TO OTHER RETAINED
EARNI NGS; THE NUMBER OF SHARES CARRYING DIVIDEND
RIGHTS MAY INCREASE OR DECREASE BE FORE THE ANNUAL
GENERAL MEETING AS A RESULT OF THE ACQUISITION
OF OWN SHARES ( WITH OR WITHOUT A SUBSEQUENT
CANCELLATION OF THE ACQUIRED SHARES) OR DISPOSAL
OF OWN SHARES, WHICH, IN ACCORDANCE WITH SECTION
71B OF THE GERMAN STOCK CORPO RATION ACT (AKTIENGESETZ
- AKTG), DO NOT CARRY DIVIDEND RIGHTS; IN SUCH
CASES, THE PROPOSAL MADE TO THE ANNUAL GENERAL
MEETING WITH REGARD TO THE APPROPRIAT ION OF
DISTRIBUTABLE PROFITS, WHICH SHALL BE BASED ON
AN UNCHANGED DISTRIBUTIO N OF EUR 0.70 FOR EACH
SHARE CARRYING DIVIDEND RIGHTS, SHALL BE ADJUSTED
AS AP PROPRIATE
3. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE THAT THE ACTS OF THE EXE CUTIVE BOARD
IN FISCAL YEAR 2004 BE APPROVED
4. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE THAT THE ACTS OF THE SUP ERVISORY BOARD
IN FISCAL YEAR 2004 BE APPROVED
5. THE EXISTING AUTHORIZED CAPITAL I IN ACCORDANCE Management
WITH SECTION 4 SUB-SECTION 3 O F THE ARTICLES
OF ASSOCIATION EXPIRES ON DECEMBER 31, 2005 AND
SHALL THEREFORE BE RENEWED; THE SUPERVISORY BOARD
AND THE EXECUTIVE BOARD THEREFORE PROPOSE T O
RESOLVE THE FOLLOWING: A) THE CANCELLATION OF
SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION
CANCELS THE EXISTING AUTHORIZATION OF THE EXECUTIVE
B OARD UNDER SECTION 4 SUB-SECTION 3 OF THE ARTICLES
OF ASSOCIATION TO INCREASE, WITH THE CONSENT
OF THE SUPERVISORY BOARD, THE SHARE CAPITAL OF
THE COMPANY B Y UP TO A TOTAL OF EUR 41,104,000.00
ONCE OR MORE THAN ONCE BEFORE DECEMBER 31 , 2005;
B) THE EXECUTIVE BOARD IS AUTHORIZED TO INCREASE
THE SHARE CAPITAL ON OR BEFORE MAY 24, 2010,
WITH THE CONSENT OF THE SUPERVISORY BOARD, ONCE
OR MOR E THAN ONCE BY UP TO A TOTAL OF EUR 35,513,000.00
THROUGH THE ISSUE OF NEW REG ISTERED NO-PAR VALUE
SHARES AGAINST CASH CONTRIBUTION AND/OR CONTRIBUTION
IN K IND (AUTHORIZED CAPITAL I); THE SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIG HTS UNLESS
THE EXECUTIVE BOARD MAKES USE OF THE AUTHORIZATION
GRANTED TO IT AN D EXCLUDES SHAREHOLDER SUBSCRIPTION
RIGHTS WITH THE APPROVAL OF THE SUPERVISOR Y
BOARD; THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE
SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY
BOARD IF THE CAPITAL IS INCREASED AGAINST CONT
RIBUTION IN KIND FOR THE PURPOSE OF ACQUIRING
COMPANIES, PARTS OF COMPANIES OR STAKES THEREIN;
THE EXECUTIVE BOARD IS ALSO AUTHORIZED TO EXCLUDE
FRACTIONAL AMOUNTS FROM SHAREHOLDERS SUBSCRIPTION
RIGHTS WITH THE CONSENT OF THE SUPERVI SORY BOARD;
THE CONTENT OF THE RIGHTS ATTACHED TO THE SHARES
AND THE TERMS AND CONDITIONS RELATING TO THEIR
ISSUE, INCLUDING THE ISSUE PRICE, WILL BE DETERM
INED BY THE EXECUTIVE BOARD WITH THE CONSENT
OF THE SUPERVISORY BOARD; C) UPON REGISTRATION
OF THE CANCELLATION OF THE CURRENT SECTION 4
SUB-SECTION 3 OF TH E ARTICLES OF ASSOCIATION
PURSUANT TO THE RESOLUTION UNDER A) OF THIS AGENDA
I TEM IN THE COMMERCIAL REGISTER, SECTION 4 SUB-SECTION
3 OF THE ARTICLES OF ASS OCIATION WILL BE RESTATED
AS FOLLOWS: (3) THE EXECUTIVE BOARD IS AUTHORIZED
T O INCREASE THE SHARE CAPITAL ON OR BEFORE MAY
24, 2010, WITH THE CONSENT OF TH E SUPERVISORY
BOARD, ONCE OR MORE THAN ONCE BY UP TO A TOTAL
OF EUR 35,513,000 .00 THROUGH THE ISSUE OF NEW
REGISTERED NO-PAR VALUE SHARES AGAINST CASH CONTR
IBUTION AND/OR CONTRIBUTION IN KIND (AUTHORIZED
CAPITAL I); THE SHAREHOLDERS S HALL BE GRANTED
SUBSCRIPTION RIGHTS UNLESS THE EXECUTIVE BOARD
MAKES USE OF TH E AUTHORIZATION GRANTED TO IT
AND EXCLUDES SHAREHOLDER SUBSCRIPTION RIGHTS
WIT H THE APPROVAL OF THE SUPERVISORY BOARD;
THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE
SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY
BOARD IF THE C APITAL IS INCREASED AGAINST CONTRIBUTION
IN KIND FOR THE PURPOSE OF ACQUIRING COMPANIES,
PARTS OF COMPANIES OR STAKES THEREIN; THE EXECUTIVE
BOARD IS ALSO A UTHORIZED TO EXCLUDE FRACTIONAL
AMOUNTS FROM SHAREHOLDERS PAGE 5 SUBSCRIPTION
RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD;
THE CONTENT OF THE RIGHTS A TTACHED TO THE SHARES
AND THE TERMS AND CONDITIONS RELATING TO THEIR
ISSUE, IN CLUDING THE ISSUE PRICE, WILL BE DETERMINED
BY THE EXECUTIVE BOARD WITH THE CO NSENT OF THE
SUPERVISORY BOARD D) THE SUPERVISORY BOARD IS
AUTHORIZED TO AMEN D SECTION 4 SUB-SECTIONS 1
AND 3 OF THE ARTICLES OF ASSOCIATION TO REFLECT
THE RESPECTIVE EXPLOITATION OF AUTHORIZED CAPITAL
I OR AFTER THE AUTHORIZATION PE RIOD HAS EXPIRED;
E) THE EXECUTIVE BOARD IS INSTRUCTED TO APPLY
FOR REGISTRATI ON OF THE RESOLUTION UNDER A)
ABOVE, WHICH RELATES TO THE CANCELLATION OF THE
EXISTING AUTHORIZED CAPITAL I AS CONTAINED IN
SECTION 4 SUB-SECTION 3 OF THE A RTICLES OF ASSOCIATION,
IN THE COMMERCIAL REGISTER ONLY WHEN IT CAN BE
CERTAIN THAT THE RESOLUTION ON THE CREATION OF
THE NEW AUTHORIZED CAPITAL I TOTALING EUR 35,513,000.00,
TOGETHER WITH THE CORRESPONDING AMENDMENT TO
THE ARTICLES O F ASSOCIATION IN ACCORDANCE WITH
C) ABOVE, WILL BE ENTERED INTO THE COMMERCIAL
REGISTER IMMEDIATELY AFTER THE ENTRY OF THE CANCELLATION
OF THE EXISTING SECT ION 4 SUB-SECTION 3 OF THE
ARTICLES OF ASSOCIATION
6. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE TO RESOLVE THE FOLLOWING : THE EXECUTIVE
BOARD IS AUTHORIZED TO ACQUIRE OWN SHARES UP
TO A MAXIMUM OF 1 0% OF THE SHARE CAPITAL BEFORE
OCTOBER 31, 2006; THE COMBINED TOTAL OF THE SHA
RES ACQUIRED AS A RESULT OF THIS AUTHORIZATION,
AND OWN SHARES ACQUIRED FOR AN Y OTHER REASONS
AND EITHER OWNED BY THE COMPANY OR ATTRIBUTABLE
TO THE COMPANY IN ACCORDANCE WITH SECTIONS 71A
ET SEQ. AKTG, MUST NOT EXCEED 10% OF THE COMP
ANY S SHARE CAPITAL AT ANY GIVEN POINT IN TIME;
THE SHARES MAY BE PURCHASED VI A THE STOCK EXCHANGE
OR ON THE BASIS OF A PUBLIC PURCHASE OFFER TO
ALL SHAREHO LDERS; IN THE EVENT THAT THE SHARES
ARE PURCHASED VIA THE STOCK EXCHANGE, THE CONSIDERATION
PAID FOR THE ACQUISITION OF THE SHARES MUST NOT
EXCEED OR FALL S HORT OF THE VOLUME-WEIGHTED
AVERAGE SHARE PRICE ON THE FIVE EXCHANGE TRADING
D AYS PRECEDING THE POINT IN TIME WHEN THE OBLIGATION
TO PURCHASE THE SHARES IS ASSUMED (CLOSING AUCTION
PRICE OF DEUTSCHE BOERSE S SHARES IN ELECTRONIC
TRADI NG ON THE FRANKFURT STOCK EXCHANGE) BY
MORE THAN 10%; IN THE EVENT OF A PUBLIC PURCHASE
OFFER, THE CONSIDERATION PAID MUST NOT FALL SHORT
OF, OR EXCEED, THE VOLUME-WEIGHTED AVERAGE SHARE
PRICE ON THE FIVE EXCHANGE TRADING DAYS PRECEDI
NG THE DAY OF PUBLICATION OF THE OFFER (CLOSING
AUCTION PRICE OF DEUTSCHE BOER SE S SHARES IN
ELECTRONIC TRADING ON THE FRANKFURT STOCK EXCHANGE)
BY 10% AND 15% RESPECTIVELY; IF THE VOLUME OF
SHARES OFFERED IN A PUBLIC PURCHASE OFFER E XCEEDS
THE PLANNED REPURCHASE VOLUME, ACCEPTANCE MUST
BE IN PROPORTION TO THE NUMBER OF SHARES OFFERED
IN EACH CASE; A PREFERRED ACCEPTANCE OF SMALL
QUANTIT IES OF UP TO 50 OF THE COMPANY S PAGE
6 SHARES OFFERED BY INDIVIDUAL SHAREHOLD ERS
MAY BE FORESEEN; ACQUISITION CAN ALSO BE EXECUTED
BY DEPENDENT GROUP COMPA NIES OF DEUTSCHE BOERSE
AG WITHIN THE MEANING OF SECTION 17 AKTG, OR
BY THIRD PARTIES ON BEHALF OF EITHER DEUTSCHE
BOERSE AG OR ITS DEPENDENT GROUP COMPANIE S;
THE EXECUTIVE BOARD IS AUTHORIZED TO DISPOSE
OF THE ACQUIRED SHARES IN A WA Y OTHER THAN ON
THE STOCK EXCHANGE OR BY OFFER TO ALL SHAREHOLDERS,
PROVIDED T HAT THE OWN SHARES ARE USED AS (PART)-CONSIDERATION
FOR THE PURPOSE OF COMPANY MERGERS OR ACQUISITIONS,
OR TO ACQUIRE COMPANIES, STAKES IN COMPANIES
OR PART S OF COMPANIES; IN ADDITION, THE EXECUTIVE
BOARD IS AUTHORIZED, IN THE EVENT T HAT IT DISPOSES
OF THE OWN SHARES IT HAS ACQUIRED BY MEANS OF
AN OFFER TO ALL SHAREHOLDERS, TO GRANT THE HOLDERS
OF THE WARRANTS AND CONVERTIBLE DEBT SECURI TIES
ISSUED BY THE COMPANY SUBSCRIPTION RIGHTS TO
THE EXTENT THAT THEY WOULD B E ENTITLED TO SUCH
RIGHTS AFTER EXERCISE OF THE OPTION OR CONVERSION
RIGHT; IN THESE CASES AND TO THIS EXTENT, SHAREHOLDERS
SUBSCRIPTION RIGHTS ARE EXCLUDE D; THE EXECUTIVE
BOARD IS ALSO AUTHORIZED TO USE THE OWN SHARES
ACQUIRED FOR T HE ISSUE OF EMPLOYEE SHARES TO
EMPLOYEES AND PENSIONED EMPLOYEES OF DEUTSCHE
B OERSE AG AND ITS RELATED COMPANIES; MOREOVER
THE EXECUTIVE BOARD IS AUTHORIZED TO USE OWN
SHARES TO SATISFY SUBSCRIPTION RIGHTS ON SHARES
IN THE COMPANY GRA NTED TO EMPLOYEES OF DEUTSCHE
BOERSE AG AND ITS RELATED COMPANIES IN ACCORDANC
E WITH THE STOCK OPTION PLAN AS RESOLVED BY THE
2003 ANNUAL GENERAL MEETING; H OWEVER, IT MAY
ONLY BE MADE USE OF THE LATTER AUTHORIZATION
IF THE SUM OF THE PRO RATA AMOUNT OF THE SHARE
CAPITAL ALLOTTED TO SHARES USED IN SUCH A MANNER
AND OF THE AMOUNT OF THE CONDITIONAL CAPITAL
I (SECTION 4 SUB-SECTION 5 OF THE ARTICLES OF
ASSOCIATION) IN THE AMOUNT OF EUR 3,000,000 DOES
NOT EXCEED IN TO TAL 10% OF THE SHARE CAPITAL;
IN THE EVENTS PROVIDED IN THIS PARAGRAPH AND
TO THE EXTENT PROVIDED THEREIN THE EXECUTIVE
BOARD IS AUTHORIZED TO EXCLUDE THE S UBSCRIPTION
RIGHTS OF THE SHAREHOLDERS; IN ADDITION, THE
EXECUTIVE BOARD IS AU THORIZED TO SELL SHARES,
UNDER EXCLUSION OF SHAREHOLDERS SUBSCRIPTION
RIGHTS, TO THIRD PARTIES AGAINST PAYMENT IN CASH,
PROVIDED THAT THE PURCHASE PRICE OF THE SHARES
IS NOT SIGNIFICANTLY LOWER THAN THE QUOTED PRICE
OF THE SHARES AT THE TIME OF DISPOSAL; FURTHERMORE,
THE EXECUTIVE BOARD IS AUTHORIZED TO CANCEL SHARES
ACQUIRED ON THE BASIS OF THIS AUTHORIZATION,
WITHOUT THE NEED FOR A FU RTHER RESOLUTION BY
A GENERAL SHAREHOLDERS MEETING WITH RESPECT
TO THE CANCEL LATION PROCESS; THE CANCELLATION
PROCESS CAN BE LIMITED TO SOME OF THE ACQUIRE
D SHARES; THE AUTHORIZATION TO CANCEL SHARES
CAN ALSO BE USED MORE THAN ONCE; THE CANCELLATION
PROCESS CAN ALSO BE EFFECTED IN A SIMPLIFIED
PROCEDURE WITHOU T CAPITAL REDUCTION BY ADJUSTING
THE PRO RATA AMOUNT OF THE REMAINING SHARES I
N THE NOMINAL CAPITAL IN ACCORDANCE WITH SECTION
8 SUB-SECTION 3 AKTG; IN THIS CASE THE EXECUTIVE
BOARD IS AUTHORIZED TO ADJUST THE NUMBER OF THE
SHARES STA TED IN THE ARTICLES OF ASSOCIATION
CORRESPONDINGLY; AS SOON AS THE NEW AUTHORI ZATION
COMES INTO FORCE, THE EXISTING AUTHORIZATION
TO ACQUIRE OWN SHARES SHAL L BE CANCELLED, WHICH
WAS RESOLVED BY THE ANNUAL GENERAL MEETING ON
MAY 19, 20 04 AND EXPIRES ON OCTOBER 31, 2005
7. THE RECENT RULING BY THE GERMAN FEDERAL COURT Management
OF JUSTICE RAISES QUESTIONS WITH REGARD TO THE
ADMISSIBILITY OF THE SHARE PRICE-RELATED COMPONENTS
CONTAINED I N THE REMUNERATION OF THE SUPERVISORY
BOARD; IN ORDER TO MEET THESE CONCERNS T HE REMUNERATION
OF THE SUPERVISORY BOARD SHALL CONSIST OF A FIXED
AND, IN ACCO RDANCE WITH THE GERMAN CORPORATE
GOVERNANCE CODE ACCEPTED BY DEUTSCHE BOERSE A
G, VARIABLE REMUNERATION WHEREBY THE LATTER SHALL
CONSIST OF TWO COMPONENTS ON E BEING LINKED TO
THE GROUP S RETURN ON EQUITY AND THE OTHER BEING
LINKED TO T HE GROUP S EARNINGS PER SHARE; THE
SUPERVISORY BOARD AND THE EXECUTIVE BOARD T HEREFORE
PROPOSE TO RESOLVE THE FOLLOWING: A) SUB-SECTIONS
5 AND 6 OF SECTION 13 OF THE ARTICLES OF ASSOCIATION
SHALL BE CANCELLED AND REPLACED BY THE FOLLO
WING: (5) THE MEMBERS OF THE SUPERVISORY BOARD
EACH SHALL RECEIVE FIXED ANNUA L REMUNERATION
OF EUR 48,000.00 FOR THE PREVIOUS FISCAL YEAR
(REMUNERATION YEA R); THIS FIXED ANNUAL REMUNERATION
IS MULTIPLIED BY TWO FOR THE CHAIRMAN AND B Y
ONE-AND-A-HALF FOR HIS/HER DEPUTY; (6) IN ADDITION,
THE MEMBERS OF THE SUPER VISORY BOARD SHALL RECEIVE
A VARIABLE COMPONENT FOR THE REMUNERATION YEAR
WHIC H IS LINKED TO THE SUCCESS OF THE COMPANY;
THIS VARIABLE ANNUAL REMUNERATION C ONSISTS OF
TWO COMPONENTS WHICH IN THE EVENT THE RESPECTIVE
TARGETS ARE MET EA CH AMOUNT TO EUR 16,000.00:
A) IN THE EVENT THE GROUP S RETURN ON EQUITY
AFTER TAXES OF THE DEUTSCHE BOERSE GROUP EXCEEDS
THE AVERAGE OF THE MONTHLY AVERAGE OF THE CURRENT
YIELD TO MATURITY OF DOMESTIC BONDS OF ISSUERS
PERTAINING TO T HE PUBLIC SECTOR WITH A MATURITY
OF OVER 9 AND UP TO AND INCLUDING 10 YEARS ES
TABLISHED BY THE GERMAN FEDERAL RESERVE BANK
BY AT LEAST (AND INCLUDING) 5 PER CENTAGE POINTS
A VARIABLE ANNUAL REMUNERATION AMOUNTING TO EUR
16,000.00 SHALL BE GRANTED; B) IN THE EVENT THE
GROUP S EARNINGS PER SHARE IN THE REMUNERATIO
N YEAR AND IN THE FISCAL YEAR IMMEDIATELY PRECEDING
THE REMUNERATION YEAR EXCE ED THE EARNINGS PER
SHARE OF THE FISCAL YEAR IMMEDIATELY PRECEDING
THE AFOREME NTIONED YEARS BY AT LEAST (AND INCLUDING)
8% A VARIABLE ANNUAL REMUNERATION AM OUNTING
TO EUR 16,000.00 SHALL BE GRANTED; THE CALCULATION
OF BOTH VARIABLE AN NUAL REMUNERATION COMPONENTS
IS BASED ON THE GROUP S RETURN ON EQUITY AND
THE GROUP S EARNINGS PER SHARE REPORTED IN THE
CONSOLIDATED ANNUAL FINANCIAL STATE MENTS/GROUP
S MANAGEMENT REPORT WHICH HAVE BEEN AWARDED AN
UNQUALIFIED AUDIT O PINION; IN THE EVENT THAT
THE GROUP S RETURN ON EQUITY OR THE GROUP S EARNINGS
PER SHARE AS REPORTED IN THE CONSOLIDATED ANNUAL
FINANCIAL STATEMENTS/GROUP S MANAGEMENT REPORT
ARE AMENDED AT A LATER DATE, CALCULATION OF THE
ANNUAL REMU NERATION IN A) AND B) IS BASED ON
THE AMENDED VALUE; IN THE EVENT THAT THE GRO
UP S EARNINGS PER SHARE FOR ANY OF THE RELEVANT
FISCAL YEARS ARE NEGATIVE, CAL CULATION IS BASED
ON THE VALUE OF ZERO FOR THESE GROUP S EARNINGS
PER SHARE; I F AMENDMENTS TO THE COMPANY S SHARE
CAPITAL OR TO THE COMPANY S NUMBER OF SHAR ES
OR TO THE ACCOUNTING STANDARDS RESULT IN THE
GROUP S RETURN ON EQUITY OR TH E GROUP S EARNINGS
PER SHARE THAT APPLY TO THE CALCULATION OF THE
ANNUAL REMUN ERATION UNDER A) AND THAT SET OUT
UNDER B) NO LONGER BEING COMPARABLE, THE COR
RESPONDING VALUES MUST BE ADJUSTED IN SUCH A
WAY AS TO ALLOW COMPARISON; (7) M EMBERS OF THE
SUPERVISORY BOARD THAT ARE MEMBERS OF A COMMITTEE
WITHIN THE MEA NING OF SECTION 12 SUB-SECTION
3 SHALL EACH RECEIVE ANNUAL COMMITTEE REMUNERAT
ION OF EUR 20,000.00, IN ADDITION TO THE REMUNERATION
SET OUT IN SECTIONS 5 AN D 6 ABOVE; THIS AMOUNT
SHALL BE MULTIPLIED BY ONE-AND-A-HALF FOR THE
CHAIRMAN OF A COMMITTEE; THIS AMOUNT SHALL BE
MULTIPLIED BY TWO FOR THE CHAIRMAN OF THE AUDIT
AND FINANCE COMMITTEE; (8) MEMBERS OF THE SUPERVISORY
BOARD WHO ONLY SI T ON THE BOARD FOR PART OF
ANY GIVEN FISCAL YEAR SHALL RECEIVE ONE TWELFTH
OF THE FIXED REMUNERATION UNDER SECTION 5, ANY
VARIABLE REMUNERATION UNDER SECTIO N 6, AND ANY
COMMITTEE REMUNERATION UNDER SECTION 7, FOR EACH
COMMENCED MONTH OF MEMBERSHIP; (9) THE REMUNERATION
SET OUT IN SUB-SECTIONS 5, 6 AND 7 ABOVE S HALL
BE DUE FOR PAYMENT AFTER THE ANNUAL GENERAL MEETING,
WHICH IS PRESENTED W ITH OR APPROVES THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS FOR THE REMUNERAT
ION YEAR; (10) THE MEMBERS OF THE SUPERVISORY
BOARD SHALL ALSO RECEIVE A REFUN D OF THEIR CASH
EXPENSES AND OF THE STATUTORY VAT APPLICABLE
TO THE SUPERVISOR Y BOARD AND COMMITTEE REMUNERATION;
PAGE 9 B) THE AMENDMENT TO THE ARTICLES OF ASSOCIATION
AS SET OUT UNDER A) OF THIS AGENDA ITEM SHALL
BE FIRST APPLIED FO R THE FISCAL YEAR STARTING
ON JANUARY 1, 2005
8. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE TO RESOLVE THE FOLLOWING : IN SECTION
9 SUB-SECTION 1 OF THE ARTICLES OF ASSOCIATION,
THE FOLLOWING NEW SENTENCE 4 SHALL BE ADDED:
THE ANNUAL GENERAL MEETING MAY SET A SHORTER
TERM OF OFFICE FOR ONE OR SEVERAL SHAREHOLDER
REPRESENTATIVES
9. THE SUPERVISORY BOARD PROPOSES TO APPOINT THE Management
FOLLOWING COMPANY AS THE AUDITOR S AND GROUP
AUDITORS FOR FISCAL YEAR 2005: KPMG DEUTSCHE
TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRFUNGSGESELLSCH
BASED IN BERLIN AND FRANKFU RT AM MAIN
- -----------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BOERSE AG, FRANKFURT AM MAIN AGM Meeting Date: 05/25/2005
Issuer: D1882G119 ISIN: DE0005810055
SEDOL: 7021963, B01DFR9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
205292 DUE TO CHANGE IN THE R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* PLEASE BE ADVISED THAT DEUTSCHE BOERSE AG, FRANKFURT Non-Voting
SHARES ARE ISSUED IN RE GISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YO U TO VOTE. THANK YOU.
1. PRESENTATION OF THE APPROVED ANNUAL AND CONSOLIDATED Management
ANNUAL FINANCIAL STATEMEN TS, THE MANAGEMENT
REPORT OF DEUTSCHE BOERSE AG AND THE GROUP MANAGEMENT
REPOR T AS OF DECEMBER 31, 2004, AS WELL AS THE
REPORT OF THE SUPERVISORY BOARD AND THE PROPOSAL
FOR THE APPROPRIATION OF DISTRIBUTABLE PROFITS
2. THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD Management
PROPOSE THAT THE DISTRIBUTABLE P ROFIT DISCLOSED
IN THE APPROVED ANNUAL FINANCIAL STATEMENTS AS
OF DECEMBER 31, 2004 TOTALING EUR 226,825,000.00
BE USED TO PAY A DIVIDEND OF EUR 0.70 FOR EA
CH SHARE CARRYING DIVIDEND RIGHTS, I.E. EUR 78,262,016.00
IN TOTAL, AND THAT T HE REMAINING AMOUNT OF EUR
148,562,984.00 BE ALLOCATED TO OTHER RETAINED
EARNI NGS; THE NUMBER OF SHARES CARRYING DIVIDEND
RIGHTS MAY INCREASE OR DECREASE BE FORE THE ANNUAL
GENERAL MEETING AS A RESULT OF THE ACQUISITION
OF OWN SHARES ( WITH OR WITHOUT A SUBSEQUENT
CANCELLATION OF THE ACQUIRED SHARES) OR DISPOSAL
OF OWN SHARES, WHICH, IN ACCORDANCE WITH SECTION
71B OF THE GERMAN STOCK CORPO RATION ACT (AKTIENGESETZ
- AKTG), DO NOT CARRY DIVIDEND RIGHTS; IN SUCH
CASES, THE PROPOSAL MADE TO THE ANNUAL GENERAL
MEETING WITH REGARD TO THE APPROPRIAT ION OF
DISTRIBUTABLE PROFITS, WHICH SHALL BE BASED ON
AN UNCHANGED DISTRIBUTIO N OF EUR 0.70 FOR EACH
SHARE CARRYING DIVIDEND RIGHTS, SHALL BE ADJUSTED
AS AP PROPRIATE
3. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE THAT THE ACTS OF THE EXE CUTIVE BOARD
IN FISCAL YEAR 2004 BE APPROVED
4. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE THAT THE ACTS OF THE SUP ERVISORY BOARD
IN FISCAL YEAR 2004 BE APPROVED
5. THE EXISTING AUTHORIZED CAPITAL I IN ACCORDANCE Management
WITH SECTION 4 SUB-SECTION 3 O F THE ARTICLES
OF ASSOCIATION EXPIRES ON DECEMBER 31, 2005 AND
SHALL THEREFORE BE RENEWED; THE SUPERVISORY BOARD
AND THE EXECUTIVE BOARD THEREFORE PROPOSE T O
RESOLVE THE FOLLOWING: A) THE CANCELLATION OF
SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION
CANCELS THE EXISTING AUTHORIZATION OF THE EXECUTIVE
B OARD UNDER SECTION 4 SUB-SECTION 3 OF THE ARTICLES
OF ASSOCIATION TO INCREASE, WITH THE CONSENT
OF THE SUPERVISORY BOARD, THE SHARE CAPITAL OF
THE COMPANY B Y UP TO A TOTAL OF EUR 41,104,000.00
ONCE OR MORE THAN ONCE BEFORE DECEMBER 31 , 2005;
B) THE EXECUTIVE BOARD IS AUTHORIZED TO INCREASE
THE SHARE CAPITAL ON OR BEFORE MAY 24, 2010,
WITH THE CONSENT OF THE SUPERVISORY BOARD, ONCE
OR MOR E THAN ONCE BY UP TO A TOTAL OF EUR 35,513,000.00
THROUGH THE ISSUE OF NEW REG ISTERED NO-PAR VALUE
SHARES AGAINST CASH CONTRIBUTION AND/OR CONTRIBUTION
IN K IND (AUTHORIZED CAPITAL I); THE SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIG HTS UNLESS
THE EXECUTIVE BOARD MAKES USE OF THE AUTHORIZATION
GRANTED TO IT AN D EXCLUDES SHAREHOLDER SUBSCRIPTION
RIGHTS WITH THE APPROVAL OF THE SUPERVISOR Y
BOARD; THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE
SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY
BOARD IF THE CAPITAL IS INCREASED AGAINST CONT
RIBUTION IN KIND FOR THE PURPOSE OF ACQUIRING
COMPANIES, PARTS OF COMPANIES OR STAKES THEREIN;
THE EXECUTIVE BOARD IS ALSO AUTHORIZED TO EXCLUDE
FRACTIONAL AMOUNTS FROM SHAREHOLDERS SUBSCRIPTION
RIGHTS WITH THE CONSENT OF THE SUPERVI SORY BOARD;
THE CONTENT OF THE RIGHTS ATTACHED TO THE SHARES
AND THE TERMS AND CONDITIONS RELATING TO THEIR
ISSUE, INCLUDING THE ISSUE PRICE, WILL BE DETERM
INED BY THE EXECUTIVE BOARD WITH THE CONSENT
OF THE SUPERVISORY BOARD; C) UPON REGISTRATION
OF THE CANCELLATION OF THE CURRENT SECTION 4
SUB-SECTION 3 OF TH E ARTICLES OF ASSOCIATION
PURSUANT TO THE RESOLUTION UNDER A) OF THIS AGENDA
I TEM IN THE COMMERCIAL REGISTER, SECTION 4 SUB-SECTION
3 OF THE ARTICLES OF ASS OCIATION WILL BE RESTATED
AS FOLLOWS: (3) THE EXECUTIVE BOARD IS AUTHORIZED
T O INCREASE THE SHARE CAPITAL ON OR BEFORE MAY
24, 2010, WITH THE CONSENT OF TH E SUPERVISORY
BOARD, ONCE OR MORE THAN ONCE BY UP TO A TOTAL
OF EUR 35,513,000 .00 THROUGH THE ISSUE OF NEW
REGISTERED NO-PAR VALUE SHARES AGAINST CASH CONTR
IBUTION AND/OR CONTRIBUTION IN KIND (AUTHORIZED
CAPITAL I); THE SHAREHOLDERS S HALL BE GRANTED
SUBSCRIPTION RIGHTS UNLESS THE EXECUTIVE BOARD
MAKES USE OF TH E AUTHORIZATION GRANTED TO IT
AND EXCLUDES SHAREHOLDER SUBSCRIPTION RIGHTS
WIT H THE APPROVAL OF THE SUPERVISORY BOARD;
THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE
SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY
BOARD IF THE C APITAL IS INCREASED AGAINST CONTRIBUTION
IN KIND FOR THE PURPOSE OF ACQUIRING COMPANIES,
PARTS OF COMPANIES OR STAKES THEREIN; THE EXECUTIVE
BOARD IS ALSO A UTHORIZED TO EXCLUDE FRACTIONAL
AMOUNTS FROM SHAREHOLDERS PAGE 5 SUBSCRIPTION
RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD;
THE CONTENT OF THE RIGHTS A TTACHED TO THE SHARES
AND THE TERMS AND CONDITIONS RELATING TO THEIR
ISSUE, IN CLUDING THE ISSUE PRICE, WILL BE DETERMINED
BY THE EXECUTIVE BOARD WITH THE CO NSENT OF THE
SUPERVISORY BOARD D) THE SUPERVISORY BOARD IS
AUTHORIZED TO AMEN D SECTION 4 SUB-SECTIONS 1
AND 3 OF THE ARTICLES OF ASSOCIATION TO REFLECT
THE RESPECTIVE EXPLOITATION OF AUTHORIZED CAPITAL
I OR AFTER THE AUTHORIZATION PE RIOD HAS EXPIRED;
E) THE EXECUTIVE BOARD IS INSTRUCTED TO APPLY
FOR REGISTRATI ON OF THE RESOLUTION UNDER A)
ABOVE, WHICH RELATES TO THE CANCELLATION OF THE
EXISTING AUTHORIZED CAPITAL I AS CONTAINED IN
SECTION 4 SUB-SECTION 3 OF THE A RTICLES OF ASSOCIATION,
IN THE COMMERCIAL REGISTER ONLY WHEN IT CAN BE
CERTAIN THAT THE RESOLUTION ON THE CREATION OF
THE NEW AUTHORIZED CAPITAL I TOTALING EUR 35,513,000.00,
TOGETHER WITH THE CORRESPONDING AMENDMENT TO
THE ARTICLES O F ASSOCIATION IN ACCORDANCE WITH
C) ABOVE, WILL BE ENTERED INTO THE COMMERCIAL
REGISTER IMMEDIATELY AFTER THE ENTRY OF THE CANCELLATION
OF THE EXISTING SECT ION 4 SUB-SECTION 3 OF THE
ARTICLES OF ASSOCIATION
6. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE TO RESOLVE THE FOLLOWING : THE EXECUTIVE
BOARD IS AUTHORIZED TO ACQUIRE OWN SHARES UP
TO A MAXIMUM OF 1 0% OF THE SHARE CAPITAL BEFORE
OCTOBER 31, 2006; THE COMBINED TOTAL OF THE SHA
RES ACQUIRED AS A RESULT OF THIS AUTHORIZATION,
AND OWN SHARES ACQUIRED FOR AN Y OTHER REASONS
AND EITHER OWNED BY THE COMPANY OR ATTRIBUTABLE
TO THE COMPANY IN ACCORDANCE WITH SECTIONS 71A
ET SEQ. AKTG, MUST NOT EXCEED 10% OF THE COMP
ANY S SHARE CAPITAL AT ANY GIVEN POINT IN TIME;
THE SHARES MAY BE PURCHASED VI A THE STOCK EXCHANGE
OR ON THE BASIS OF A PUBLIC PURCHASE OFFER TO
ALL SHAREHO LDERS; IN THE EVENT THAT THE SHARES
ARE PURCHASED VIA THE STOCK EXCHANGE, THE CONSIDERATION
PAID FOR THE ACQUISITION OF THE SHARES MUST NOT
EXCEED OR FALL S HORT OF THE VOLUME-WEIGHTED
AVERAGE SHARE PRICE ON THE FIVE EXCHANGE TRADING
D AYS PRECEDING THE POINT IN TIME WHEN THE OBLIGATION
TO PURCHASE THE SHARES IS ASSUMED (CLOSING AUCTION
PRICE OF DEUTSCHE BOERSE S SHARES IN ELECTRONIC
TRADI NG ON THE FRANKFURT STOCK EXCHANGE) BY
MORE THAN 10%; IN THE EVENT OF A PUBLIC PURCHASE
OFFER, THE CONSIDERATION PAID MUST NOT FALL SHORT
OF, OR EXCEED, THE VOLUME-WEIGHTED AVERAGE SHARE
PRICE ON THE FIVE EXCHANGE TRADING DAYS PRECEDI
NG THE DAY OF PUBLICATION OF THE OFFER (CLOSING
AUCTION PRICE OF DEUTSCHE BOER SE S SHARES IN
ELECTRONIC TRADING ON THE FRANKFURT STOCK EXCHANGE)
BY 10% AND 15% RESPECTIVELY; IF THE VOLUME OF
SHARES OFFERED IN A PUBLIC PURCHASE OFFER E XCEEDS
THE PLANNED REPURCHASE VOLUME, ACCEPTANCE MUST
BE IN PROPORTION TO THE NUMBER OF SHARES OFFERED
IN EACH CASE; A PREFERRED ACCEPTANCE OF SMALL
QUANTIT IES OF UP TO 50 OF THE COMPANY S PAGE
6 SHARES OFFERED BY INDIVIDUAL SHAREHOLD ERS
MAY BE FORESEEN; ACQUISITION CAN ALSO BE EXECUTED
BY DEPENDENT GROUP COMPA NIES OF DEUTSCHE BOERSE
AG WITHIN THE MEANING OF SECTION 17 AKTG, OR
BY THIRD PARTIES ON BEHALF OF EITHER DEUTSCHE
BOERSE AG OR ITS DEPENDENT GROUP COMPANIE S;
THE EXECUTIVE BOARD IS AUTHORIZED TO DISPOSE
OF THE ACQUIRED SHARES IN A WA Y OTHER THAN ON
THE STOCK EXCHANGE OR BY OFFER TO ALL SHAREHOLDERS,
PROVIDED T HAT THE OWN SHARES ARE USED AS (PART)-CONSIDERATION
FOR THE PURPOSE OF COMPANY MERGERS OR ACQUISITIONS,
OR TO ACQUIRE COMPANIES, STAKES IN COMPANIES
OR PART S OF COMPANIES; IN ADDITION, THE EXECUTIVE
BOARD IS AUTHORIZED, IN THE EVENT T HAT IT DISPOSES
OF THE OWN SHARES IT HAS ACQUIRED BY MEANS OF
AN OFFER TO ALL SHAREHOLDERS, TO GRANT THE HOLDERS
OF THE WARRANTS AND CONVERTIBLE DEBT SECURI TIES
ISSUED BY THE COMPANY SUBSCRIPTION RIGHTS TO
THE EXTENT THAT THEY WOULD B E ENTITLED TO SUCH
RIGHTS AFTER EXERCISE OF THE OPTION OR CONVERSION
RIGHT; IN THESE CASES AND TO THIS EXTENT, SHAREHOLDERS
SUBSCRIPTION RIGHTS ARE EXCLUDE D; THE EXECUTIVE
BOARD IS ALSO AUTHORIZED TO USE THE OWN SHARES
ACQUIRED FOR T HE ISSUE OF EMPLOYEE SHARES TO
EMPLOYEES AND PENSIONED EMPLOYEES OF DEUTSCHE
B OERSE AG AND ITS RELATED COMPANIES; MOREOVER
THE EXECUTIVE BOARD IS AUTHORIZED TO USE OWN
SHARES TO SATISFY SUBSCRIPTION RIGHTS ON SHARES
IN THE COMPANY GRA NTED TO EMPLOYEES OF DEUTSCHE
BOERSE AG AND ITS RELATED COMPANIES IN ACCORDANC
E WITH THE STOCK OPTION PLAN AS RESOLVED BY THE
2003 ANNUAL GENERAL MEETING; H OWEVER, IT MAY
ONLY BE MADE USE OF THE LATTER AUTHORIZATION
IF THE SUM OF THE PRO RATA AMOUNT OF THE SHARE
CAPITAL ALLOTTED TO SHARES USED IN SUCH A MANNER
AND OF THE AMOUNT OF THE CONDITIONAL CAPITAL
I (SECTION 4 SUB-SECTION 5 OF THE ARTICLES OF
ASSOCIATION) IN THE AMOUNT OF EUR 3,000,000 DOES
NOT EXCEED IN TO TAL 10% OF THE SHARE CAPITAL;
IN THE EVENTS PROVIDED IN THIS PARAGRAPH AND
TO THE EXTENT PROVIDED THEREIN THE EXECUTIVE
BOARD IS AUTHORIZED TO EXCLUDE THE S UBSCRIPTION
RIGHTS OF THE SHAREHOLDERS; IN ADDITION, THE
EXECUTIVE BOARD IS AU THORIZED TO SELL SHARES,
UNDER EXCLUSION OF SHAREHOLDERS SUBSCRIPTION
RIGHTS, TO THIRD PARTIES AGAINST PAYMENT IN CASH,
PROVIDED THAT THE PURCHASE PRICE OF THE SHARES
IS NOT SIGNIFICANTLY LOWER THAN THE QUOTED PRICE
OF THE SHARES AT THE TIME OF DISPOSAL; FURTHERMORE,
THE EXECUTIVE BOARD IS AUTHORIZED TO CANCEL SHARES
ACQUIRED ON THE BASIS OF THIS AUTHORIZATION,
WITHOUT THE NEED FOR A FU RTHER RESOLUTION BY
A GENERAL SHAREHOLDERS MEETING WITH RESPECT
TO THE CANCEL LATION PROCESS; THE CANCELLATION
PROCESS CAN BE LIMITED TO SOME OF THE ACQUIRE
D SHARES; THE AUTHORIZATION TO CANCEL SHARES
CAN ALSO BE USED MORE THAN ONCE; THE CANCELLATION
PROCESS CAN ALSO BE EFFECTED IN A SIMPLIFIED
PROCEDURE WITHOU T CAPITAL REDUCTION BY ADJUSTING
THE PRO RATA AMOUNT OF THE REMAINING SHARES I
N THE NOMINAL CAPITAL IN ACCORDANCE WITH SECTION
8 SUB-SECTION 3 AKTG; IN THIS CASE THE EXECUTIVE
BOARD IS AUTHORIZED TO ADJUST THE NUMBER OF THE
SHARES STA TED IN THE ARTICLES OF ASSOCIATION
CORRESPONDINGLY; AS SOON AS THE NEW AUTHORI ZATION
COMES INTO FORCE, THE EXISTING AUTHORIZATION
TO ACQUIRE OWN SHARES SHAL L BE CANCELLED, WHICH
WAS RESOLVED BY THE ANNUAL GENERAL MEETING ON
MAY 19, 20 04 AND EXPIRES ON OCTOBER 31, 2005
7. THE RECENT RULING BY THE GERMAN FEDERAL COURT Management
OF JUSTICE RAISES QUESTIONS WITH REGARD TO THE
ADMISSIBILITY OF THE SHARE PRICE-RELATED COMPONENTS
CONTAINED I N THE REMUNERATION OF THE SUPERVISORY
BOARD; IN ORDER TO MEET THESE CONCERNS T HE REMUNERATION
OF THE SUPERVISORY BOARD SHALL CONSIST OF A FIXED
AND, IN ACCO RDANCE WITH THE GERMAN CORPORATE
GOVERNANCE CODE ACCEPTED BY DEUTSCHE BOERSE A
G, VARIABLE REMUNERATION WHEREBY THE LATTER SHALL
CONSIST OF TWO COMPONENTS ON E BEING LINKED TO
THE GROUP S RETURN ON EQUITY AND THE OTHER BEING
LINKED TO T HE GROUP S EARNINGS PER SHARE; THE
SUPERVISORY BOARD AND THE EXECUTIVE BOARD T HEREFORE
PROPOSE TO RESOLVE THE FOLLOWING: A) SUB-SECTIONS
5 AND 6 OF SECTION 13 OF THE ARTICLES OF ASSOCIATION
SHALL BE CANCELLED AND REPLACED BY THE FOLLO
WING: (5) THE MEMBERS OF THE SUPERVISORY BOARD
EACH SHALL RECEIVE FIXED ANNUA L REMUNERATION
OF EUR 48,000.00 FOR THE PREVIOUS FISCAL YEAR
(REMUNERATION YEA R); THIS FIXED ANNUAL REMUNERATION
IS MULTIPLIED BY TWO FOR THE CHAIRMAN AND B Y
ONE-AND-A-HALF FOR HIS/HER DEPUTY; (6) IN ADDITION,
THE MEMBERS OF THE SUPER VISORY BOARD SHALL RECEIVE
A VARIABLE COMPONENT FOR THE REMUNERATION YEAR
WHIC H IS LINKED TO THE SUCCESS OF THE COMPANY;
THIS VARIABLE ANNUAL REMUNERATION C ONSISTS OF
TWO COMPONENTS WHICH IN THE EVENT THE RESPECTIVE
TARGETS ARE MET EA CH AMOUNT TO EUR 16,000.00:
A) IN THE EVENT THE GROUP S RETURN ON EQUITY
AFTER TAXES OF THE DEUTSCHE BOERSE GROUP EXCEEDS
THE AVERAGE OF THE MONTHLY AVERAGE OF THE CURRENT
YIELD TO MATURITY OF DOMESTIC BONDS OF ISSUERS
PERTAINING TO T HE PUBLIC SECTOR WITH A MATURITY
OF OVER 9 AND UP TO AND INCLUDING 10 YEARS ES
TABLISHED BY THE GERMAN FEDERAL RESERVE BANK
BY AT LEAST (AND INCLUDING) 5 PER CENTAGE POINTS
A VARIABLE ANNUAL REMUNERATION AMOUNTING TO EUR
16,000.00 SHALL BE GRANTED; B) IN THE EVENT THE
GROUP S EARNINGS PER SHARE IN THE REMUNERATIO
N YEAR AND IN THE FISCAL YEAR IMMEDIATELY PRECEDING
THE REMUNERATION YEAR EXCE ED THE EARNINGS PER
SHARE OF THE FISCAL YEAR IMMEDIATELY PRECEDING
THE AFOREME NTIONED YEARS BY AT LEAST (AND INCLUDING)
8% A VARIABLE ANNUAL REMUNERATION AM OUNTING
TO EUR 16,000.00 SHALL BE GRANTED; THE CALCULATION
OF BOTH VARIABLE AN NUAL REMUNERATION COMPONENTS
IS BASED ON THE GROUP S RETURN ON EQUITY AND
THE GROUP S EARNINGS PER SHARE REPORTED IN THE
CONSOLIDATED ANNUAL FINANCIAL STATE MENTS/GROUP
S MANAGEMENT REPORT WHICH HAVE BEEN AWARDED AN
UNQUALIFIED AUDIT O PINION; IN THE EVENT THAT
THE GROUP S RETURN ON EQUITY OR THE GROUP S EARNINGS
PER SHARE AS REPORTED IN THE CONSOLIDATED ANNUAL
FINANCIAL STATEMENTS/GROUP S MANAGEMENT REPORT
ARE AMENDED AT A LATER DATE, CALCULATION OF THE
ANNUAL REMU NERATION IN A) AND B) IS BASED ON
THE AMENDED VALUE; IN THE EVENT THAT THE GRO
UP S EARNINGS PER SHARE FOR ANY OF THE RELEVANT
FISCAL YEARS ARE NEGATIVE, CAL CULATION IS BASED
ON THE VALUE OF ZERO FOR THESE GROUP S EARNINGS
PER SHARE; I F AMENDMENTS TO THE COMPANY S SHARE
CAPITAL OR TO THE COMPANY S NUMBER OF SHAR ES
OR TO THE ACCOUNTING STANDARDS RESULT IN THE
GROUP S RETURN ON EQUITY OR TH E GROUP S EARNINGS
PER SHARE THAT APPLY TO THE CALCULATION OF THE
ANNUAL REMUN ERATION UNDER A) AND THAT SET OUT
UNDER B) NO LONGER BEING COMPARABLE, THE COR
RESPONDING VALUES MUST BE ADJUSTED IN SUCH A
WAY AS TO ALLOW COMPARISON; (7) M EMBERS OF THE
SUPERVISORY BOARD THAT ARE MEMBERS OF A COMMITTEE
WITHIN THE MEA NING OF SECTION 12 SUB-SECTION
3 SHALL EACH RECEIVE ANNUAL COMMITTEE REMUNERAT
ION OF EUR 20,000.00, IN ADDITION TO THE REMUNERATION
SET OUT IN SECTIONS 5 AN D 6 ABOVE; THIS AMOUNT
SHALL BE MULTIPLIED BY ONE-AND-A-HALF FOR THE
CHAIRMAN OF A COMMITTEE; THIS AMOUNT SHALL BE
MULTIPLIED BY TWO FOR THE CHAIRMAN OF THE AUDIT
AND FINANCE COMMITTEE; (8) MEMBERS OF THE SUPERVISORY
BOARD WHO ONLY SI T ON THE BOARD FOR PART OF
ANY GIVEN FISCAL YEAR SHALL RECEIVE ONE TWELFTH
OF THE FIXED REMUNERATION UNDER SECTION 5, ANY
VARIABLE REMUNERATION UNDER SECTIO N 6, AND ANY
COMMITTEE REMUNERATION UNDER SECTION 7, FOR EACH
COMMENCED MONTH OF MEMBERSHIP; (9) THE REMUNERATION
SET OUT IN SUB-SECTIONS 5, 6 AND 7 ABOVE S HALL
BE DUE FOR PAYMENT AFTER THE ANNUAL GENERAL MEETING,
WHICH IS PRESENTED W ITH OR APPROVES THE CONSOLIDATED
ANNUAL FINANCIAL STATEMENTS FOR THE REMUNERAT
ION YEAR; (10) THE MEMBERS OF THE SUPERVISORY
BOARD SHALL ALSO RECEIVE A REFUN D OF THEIR CASH
EXPENSES AND OF THE STATUTORY VAT APPLICABLE
TO THE SUPERVISOR Y BOARD AND COMMITTEE REMUNERATION;
PAGE 9 B) THE AMENDMENT TO THE ARTICLES OF ASSOCIATION
AS SET OUT UNDER A) OF THIS AGENDA ITEM SHALL
BE FIRST APPLIED FO R THE FISCAL YEAR STARTING
ON JANUARY 1, 2005
8. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management
PROPOSE TO RESOLVE THE FOLLOWING : IN SECTION
9 SUB-SECTION 1 OF THE ARTICLES OF ASSOCIATION,
THE FOLLOWING NEW SENTENCE 4 SHALL BE ADDED:
THE ANNUAL GENERAL MEETING MAY SET A SHORTER
TERM OF OFFICE FOR ONE OR SEVERAL SHAREHOLDER
REPRESENTATIVES
9. THE SUPERVISORY BOARD PROPOSES TO APPOINT THE Management
FOLLOWING COMPANY AS THE AUDITOR S AND GROUP
AUDITORS FOR FISCAL YEAR 2005: KPMG DEUTSCHE
TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRFUNGSGESELLSCH
BASED IN BERLIN AND FRANKFU RT AM MAIN
10. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder
STATEMENT WITH REGARDS TO THE MOTION OF MORGAN
STANLEY BANK AG REPRESENTED BY MR. CHRISTOPHER
HOHN THE EXE CUTIVE BOARD OF DEUTSCHE BOERSE
AG REJECTS THE MOTION BY MORGAN STANLEY BANK
A G TO REMOVE DR. BREUER AS A MEMBER OF THE SUPERVISORY
BOARD OF THE COMPANY AT THE ANNUAL GENERAL MEETING
ON 25 MAY 2005 AND PROPOSES TO VOTE AGAINST THE
MOT ION. AFTER THE COMPANY HAD CALLED THE ANNUAL
GENERAL MEETING FOR WEDNESDAY, MA Y 25, 2005
IN FRANKFURT /MAIN (PUBLISHED IN THE ELECTRONIC
FEDERAL GAZETTE E- BUNDESANZEIGER ON APRIL
12, 2005) MORGAN STANLEY BANK AG REPRESENTED
BY MR. C HRISTOPHER HOHN REQUESTED IN ACCORDANCE
WITH SEC. 122 PARA. 2, SEC. 124 PARA. 1 OF THE
GERMAN STOCK CORPORATION ACT (AKTIENGESETZ) THE
PUBLICATION OF AN ADD ITIONAL ITEM FOR RESOLUTION
AT THE ANNUAL GENERAL MEETING. THEREFORE THE
FOLLO WING ITEM HAS BEEN PUT ON THE AGENDA: REMOVAL
OF THE MEMBER OF THE SUPERVISORY BOARD ELECTED
BY THE SHAREHOLDERS, DR. ROLF BREUER, WITH SUCH
REMOVAL TAKING EFFECT AS OF THE END OF THE NEXT
ORDINARY SHAREHOLDERS MEETING
- -----------------------------------------------------------------------------------------------------------------------------
DEUTSCHE LUFTHANSA AG, KOELN OGM Meeting Date: 05/25/2005
Issuer: D1908N106 ISIN: DE0008232125
SEDOL: 2144014, 5287488, 7158430
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management
REPORT FOR THE 2004 FY WITH TH E REPORT OF THE
SUPERVISORY BOARD THE GROUP FINANCIAL STATEMENTS
AND GROUP ANN UAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 137,376,000 AS FO LLOWS: PAYMENT
OF DIVIDEND OF EUR 0.30 PER REG. NO-PAR SHARE
EX-DIVIDEND AND P AYABLE DATE 26 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 GIVEN BY THE SHAREHOLDERS MEETING
OF 19 JUN 2002 OF THE UNUSED PORTION; AUTHORIZE
THE BOAR D OF MANAGING DIRECTORS WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 200,000,000 THROUGH
THE ISSUE OF NEW REG. NO-PAR SHARE AGAINST CONTRIBUTION
IN CASH OR KIND, ON OR BEFORE 24 MAY 2 010 SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR A CAPITAL
INCREASE AG AINST CONTRIBUTIONS IN KIND IN CONNECTION
WITH MERGERS AND ACQUISITIONS, FOR R ESIDUAL
AMOUNTS, AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH NOT EXCEEDING 10 PCT OF THE SHARE CAPITAL
IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE SHARES; AND AMEND
THE ARTICLES OF ASSOCIATION
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10 PCT OF THE SHARE CAPIT AL, AT A PRICE
NOT DIFFERING MORE THAN 10 PCT FROM THE MARKET
PRICE OF THE SHA RES, ON OR BEFORE 24 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHA REHOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR
ACQUISITION PURPOSES OR FOR THE FULFILLMENT OF
CO NVERTIBLE OR OPTION RIGHTS, TO OFFER THE SHARES
TO EMPLOYEES OF THE COMPANY AN D ITS AFFILIATES,
AND TO RETIRE THE SHARES
7. APPOINT PWC DEUTSCHE REVISION AG, DUSSELDORF Management
AS THE AUDITORS OF THE 2005 FY
* PLEASE BE ADVISED THAT DEUTSCHE LUFTHANSA AG Non-Voting
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOT E. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, ROMA MIX Meeting Date: 05/25/2005
Issuer: T3679P115 ISIN: IT0003128367 BLOCKING
SEDOL: 7144569, 7588123, B07J3F5
- -----------------------------------------------------------------------------------------------------------------------------
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
26 MAY 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CAL LS 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
A.1 APPROVE: THE FINANCIAL STATEMENT AS OF 31 DEC Management
2004, REPORT OF THE BOARD OF DIR ECTORS, OF THE
BOA AND OF EXTERNAL AUDITORS; THE CONSOLIDATED
FINANCIAL STATEM ENT AS OF 31 DEC 2004
A.2 APPROVE THE ALLOCATION OF EARNINGS Management
E.1 APPOINT THE BOARD OF DIRECTORS THROUGH VOTING Management
BY LISTS; AMEND THE ARTICLE 14.3 LETTER A OF
CORPORATE BY LAWS
E.2 AUTHORIZE THE BOARD OF DIRECTORS OF THE FACULTY Management
TO INCREASE THE CORPORATE CAPI TAL IN SERVICE
OF A STOCK OPTION PLAN 2005 FOR A MAXIMUM AMOUNT
OF EUR 28,757, 000, THROUGH ISSUE OF ORDINARY
SHARES RESERVED TO MANAGERS OF ENEL SPA AND OR
OF COMPANIES CONTROLLED BY ENELSPA, TO BE OFFERED
IN SUBSCRIPTION AGAINST PAYM ENT AND WITH NO
OPTION RIGHT, AS PER ARTICLE 2441 LAST ITEM OF
CIVIL CODE AND ARTICLE 134 ITEM 2 OF LAW DECREE
NR 58 1998; RELATED RESOLUTIONS; AMEND THE AR
TICLE 5 OF CORPORATE BYLAWS
A.3 APPROVE TO DETERMINE THE NUMBER OF MEMBERS OF Management
THE BOARD OF DIRECTORS
A.4 APPROVE TO DETERMINE THE DURATION OF THE BOARD Management
OF DIRECTORS
A.5 APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS Management
A.6 APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management
A.7 APPROVE TO DETERMINE THE REWARDS FOR THE BOARD Management
OF DIRECTORS
A.8 APPROVE THE INTEGRATION OF BOA; RELATED RESOLUTIONS Management
A.9 APPOINT THE EXTERNAL AUDITORS FOR THE YEARS 2005, Management
2006 AND 2007
- -----------------------------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES AGM Meeting Date: 05/25/2005
Issuer: B4399L102 ISIN: BE0003801181 BLOCKING
SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9
- -----------------------------------------------------------------------------------------------------------------------------
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.
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.
1. OPENING OF THE MEETING Non-Voting
2.a RECEIVE REPORT OF THE MANAGEMENT BOARD OVER 2004; Non-Voting
APPROVE THE FINANCIAL STATEM ENTS AND STATUTORY
REPORTS OF THE COMPANY FOR THE FY 2004
2.b APPROVE A GROSS DIVIDEND OF EUR 1.04 PER FORTIS Management
UNIT, PAYABLE ON THE 16 JUN 2 005
2.c GRANT DISCHARGE TO THE MANAGEMENT BOARD Management
3. CORPORATE GOVERNANCE Non-Voting
4.a RE-ELECT MR. COUNT MAURICE LIPPENS AS A MEMBER Management
OF THE MANAGEMENT BOARD
4.b RE-ELECT MR. BARON DANIEL JANSSEN AS A MEMBER Management
OF THE MANAGEMENT BOARD
5. AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE FORTIS Management
UNITS WHICH CONTAIN FORTIS N. V. RELATED SHARES;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
6. CLOSURE OF THE MEETING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES EGM Meeting Date: 05/25/2005
Issuer: B4399L102 ISIN: BE0003801181 BLOCKING
SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management
AND THE BOARDS OF ITS DIRECT S UBSIDIARIES: TO
ACQUIRE FORTIS UNITS IN WHICH TWINNED FORTIS
SA NV SHARES ARE INCORPORATED; TO DISPOSE FORTIS
UNITS IN WHICH TWINNED FORTIS SA NV SHARES ARE
INCORPORATED AUTHORITY EXPIRES AT A PERIOD OF
18 MONTHS STARTING AFTER THE E ND OF THE GENERAL
MEETING
3. CLOSURE Non-Voting
* 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.
* 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.
* 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 25
MAY 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.
- -----------------------------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES AGM Meeting Date: 05/25/2005
Issuer: B4399L102 ISIN: BE0003801181 BLOCKING
SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9
- -----------------------------------------------------------------------------------------------------------------------------
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.
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.
1. OPENING OF THE MEETING Non-Voting
2.a RECEIVE REPORT OF THE MANAGEMENT BOARD OVER 2004; Non-Voting
APPROVE THE FINANCIAL STATEM ENTS AND STATUTORY
REPORTS OF THE COMPANY FOR THE FY 2004
2.b APPROVE A GROSS DIVIDEND OF EUR 1.04 PER FORTIS Management
UNIT, PAYABLE ON THE 16 JUN 2 005
2.c GRANT DISCHARGE TO THE MANAGEMENT BOARD Management
3. CORPORATE GOVERNANCE Non-Voting
4.a RE-ELECT MR. COUNT MAURICE LIPPENS AS A MEMBER Management
OF THE MANAGEMENT BOARD
4.b RE-ELECT MR. BARON DANIEL JANSSEN AS A MEMBER Management
OF THE MANAGEMENT BOARD
5. AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE FORTIS Management
UNITS WHICH CONTAIN FORTIS N. V. RELATED SHARES;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS
6. CLOSURE OF THE MEETING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES MIX Meeting Date: 05/25/2005
Issuer: B4399L102 ISIN: BE0003801181 BLOCKING
SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 OPENING Non-Voting
O2a.1 APPROVE THE ANNUAL REPORTS ON THE FY 2004 Non-Voting
O2a.2 APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS FOR Non-Voting
THE FY 2004
O2a.3 APPROVE THE STATUTORY ANNUAL ACCOUNTS OF THE Management
COMPANY FOR THE FY 2004
O2a.4 APPROVE THE APPROPRIATION OF PROFIT OF THE COMPANY Non-Voting
FOR THE FY 2003
O2b.1 APPROVE THE COMMENTS ON THE DIVIDEND POLICY Non-Voting
O2b.2 ADOPT A GROSS DIVIDEND FOR THE 2004 FY OF EUR Management
1,04 PER FORTIS UNIT, PAYABLE AS FROM 16 JUN 2005
O2c.1 GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS FOR THE FY 2004
O2c.2 GRANT DISCHARGE TO THE AUDITOR FOR THE FY 2004 Management
O.3 APPROVE THE CORPORATE GOVERNANCE Non-Voting
O4a.1 RE-APPOINT MR. COUNT MAURICE LIPPENS, FOR A PERIOD Management
OF 3 YEARS, UNTIL THE END O F THE OGM OF 2008
O4a.2 RE-APPOINT MR. BARON DANIEL JANSSEN, FOR A PERIOD Management
OF 1 YEAR, UNTIL THE END OF THE OGM OF 2006
O.4.b APPOINT MR. JEAN-PAUL VOTRON AS THE EXECUTIVE Management
MEMBER OF THE BOARD OF DIRECTORS , FOR A PERIOD
OF 3 YEARS, UNTIL THE END OF THE OGM OF 2008
E.5 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management
AND THE BOARDS OF ITS DIRECT S UBSIDIARIES, FOR
A PERIOD OF 18 MONTHS STARTING AFTER THE GENERAL
MEETING WHIC H WILL DELIBERATE THIS POINT, TO
ACQUIRE FORTIS UNITS IN WHICH TWINNED FORTIS
SA/NV SHARES ARE INCORPORATED, UP TO THE MAXIMUM
NUMBER AUTHORIZED BY ARTICLE 620 SECTION 1, 2
OF THE COMPANIES CODE, FOR EXCHANGE VALUES EQUIVALENT
TO THE AVERAGE OF THE CLOSING PRICES OF THE FORTIS
UNIT ON EURONEXT BRUSSELS AND EUR ONEXT AMSTERDAM
ON THE DAY IMMEDIATELY PRECEDING THE ACQUISITION,
PLUS A MAXIM UM OF 15% OR MINUS A MAXIMUM OF
15%; AND AUTHORIZE THE BOARD OF DIRECTORS OF
T HE COMPANY AND THE BOARDS OF ITS DIRECT SUBSIDIARIES,
FOR A PERIOD OF 18 MONTH S STARTING AFTER THE
END OF THE GENERAL MEETING WHICH WILL DELIBERATE
THIS POI NT, TO DISPOSE OF FORTIS UNITS IN WHICH
TWINNED FORTIS SA/NV SHARES ARE INCORP ORATED,
UNDER THE CONDITIONS WHICH IT WILL DETERMINE
O.6 CLOSING Non-Voting
* 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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID S 229118 & 200360, DUE TO ADDITIONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DIS REGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES AGM Meeting Date: 05/25/2005
Issuer: B4399L102 ISIN: BE0003801181 BLOCKING
SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9
- -----------------------------------------------------------------------------------------------------------------------------
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.
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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 231187 DUE TO ADDITIONAL R ESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. OPENING Non-Voting
2.a.1 APPROVE THE ANNUAL REPORTS ON THE FY 2004 Non-Voting
2.a.2 APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS FOR Non-Voting
THE FY 2004
2.a.3 APPROVE THE STATUTORY ANNUAL ACCOUNTS OF THE Management
COMPANY FOR THE FY 2004
2.b.1 APPROVE THE COMMENTS ON THE DIVIDEND POLICY Non-Voting
2.b.2 ADOPT A GROSS DIVIDEND FOR THE 2004 FY OF EUR Management
1.04 PER FORTIS UNIT, PAYABLE AS FROM 16 JUN 2005
2.c GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS FOR THE FY 2004
3. APPROVE THE CORPORATE GOVERNANCE Non-Voting
4.a.1 RE-APPOINT MR. COUNT MAURICE LIPPENS, FOR A PERIOD Management
OF 3 YEARS, UNTIL THE END O F THE OGM OF 2008
4.a.2 RE-APPOINT MR. BARON DANIEL JANSSEN, FOR A PERIOD Management
OF 1 YEAR, UNTIL THE END OF THE OGM OF 2006
5. AUTHORIZE THE BOARD OF DIRECTORS, FOR A PERIOD Management
OF 18 MONTHS, TO ACQUIRE FORTIS UNITS, IN WHICH
OWN FULLY PAID TWINNED SHARES OF FORTIS N.V.
ARE INCLUDED, TO THE MAXIMUM NUMBER PERMITTED
BY THE CIVIL CODE, BOOK 2, ARTICLE 98 PARAGRAPH
2 AND THIS: A) THROUGH ALL AGREEMENTS, INCLUDING
TRANSACTIONS ON THE STOCK EXC HANGE AND PRIVATE
TRANSACTIONS AT A PRICE EQUAL TO THE AVERAGE
OF THE CLOSING PRICES OF THE FORTIS UNIT ON EURONEXT
BRUSSELS AND EURONEXT AMSTERDAM ON THE D AY IMMEDIATELY
PRECEDING THE ACQUISITION, PLUS A MAXIMUM OF
15% OR LESS A MAXI MUM OF 15%, OR B) BY MEANS
OF STOCK LENDING AGREEMENTS UNDER TERMS AND CONDITI
ONS THAT COMPLY WITH COMMON MARKET PRACTICE FOR
THE NUMBER OF FORTIS UNITS FRO M TIME TO TIME
TO BE BORROWED BY FORTIS N.V..
6. CLOSING Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC AGM Meeting Date: 05/25/2005
Issuer: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For
FINANCIAL STATEMENTS FOR THE Y E 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For
DEC 2004
3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For
COMPANY
4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For
COMPANY
5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE COMPANY Management For
6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For
OF THE COMPANY
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For
COMPANY
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For
THE COMPANY
9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For
COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For
LLP AS A AU DITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO THE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For
OF THE COMPANIES ACT 1985, TO M AKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITU RE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24
NOV 2006
S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For
ARTICLE 12 OF THE COMPANY S ARTIC LES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO AL LOT EQUITY SECURITIES SECTION 94
OF THE ACT FOR CASH PURSUANT TO THE AUTHORI
TY CONFERRED BY RESOLUTION 20 PASSED AT THE AGM
HELD ON 21 MAY 2001, DISAPPLYI NG THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A) IN CONNECTION WITH A RIGH
TS ISSUE AS DEFINED IN ARTICLE 12.5 OF THE COMPANY
S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER
OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARE S; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;
AUTHORITY EXPI RES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON
24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY O F THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDI NARY SHARES OF 25P EACH, AT A MINIMUM PRICE
OF 25P AND UP TO 105% OF THE AVERA GE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCH ANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRE S THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY HELD IN 2006 OR ON 24
NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCH ASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For
S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For
S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For
- -----------------------------------------------------------------------------------------------------------------------------
HELLENIC PETROLEUM S.A. -CR AGM Meeting Date: 05/25/2005
Issuer: X3234A111 ISIN: GRS298343005 BLOCKING
SEDOL: 5475658, 5745685, B05P5T3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY S MANAGEMENT AND SUBMISSION Management
OF THE BOARD OF DIRECTORS AND THE AUDITORS REPORTS
ON THE ANNUAL FINANCIAL STATEMENTS, PARENT AND
CONSOLIDAT ED, FOR THE FY 2004
2. APPROVE THE FINANCIAL STATEMENTS, PARENT AND Management
CONSOLIDATED, FOR THE FY 2004, AC COMPANIED BY
THE BOARD OF DIRECTORS AND THE AUDITORS RELEVANT
REPORTS
3. APPROVE THE PROFITS APPROPRIATION Management
4. GRANT DISCHARGE OF THE BOARD OF DIRECTOR MEMBERS Management
AND THE AUDITORS FROM ANY LIA BILITY FOR INDEMNITY
FOR THE FY 2004 ACCORDING TO ARTICLE 35 OF COMPANY
LAW 21 90/1920
5. APPROVE THE BOARD OF DIRECTORS REMUNERATION FOR Management
THE YEAR 2004 AND DETERMINATIO N OF THE SAME
FOR THE YEAR 2005
6. APPROVE THE REMUNERATION OF THE FORMER CHAIRMAN Management
OF THE BOARD OF DIRECTOR, MANA GING DIRECTOR
AND THE COMMISSIONED DIRECTOR AND APPROVAL OF
THE REMUNERATION F OR THE YEAR 2005 TO THE NEW
CHAIRMAN OF THE BOARD OF DIRECTOR, MANAGING DIRECT
OR AND COMMISSIONED DIRECTOR SPECIFICATION OF
THE BOARD OF DIRECTORS CAPACITY, EXECUTIVE AND
NON EXECUTIVE MEMBERS, ACCORDING TO LAW 3016/2002
FOR CORPORATE GOVERNMENT
7. ELECT THE CHARTERED AUDITORS AND AN INTERNATIONAL Management
REPUTE AUDITOR FOR THE FY 20 05, ACCORDING TO
THE PROVISIONS OF THE COMPANY S ARTICLES OF ASSOCIATION
AND A PPROVE TO DETERMINE THEIR FEES
8. AMEND ARTICLE 5 OF THE COMPANY S ARTICLES OF Management
ASSOCIATION AND CODIFICATION OF I T
9. APPROVE THE COMPANY S CURRENT STOCK OPTION PLAN Management
AND APPROVAL OF THE NEW STOCK OPTION PLAN,ACCORDING
TO ARTICLE 13 PARA 9 OF COMPANY LAW 2190/1920,
AS CURREN TLY IN FORCE
10. APPROVE THE COMPANY S COMMITMENT NOT TO DISTRIBUTE Management
PRIOR TO TEN YEARS TAXED E XTRA RESERVES OF EUR
975.000, EUR 845.000, EUR 910.000, EUR 572.000
TOTAL AMOU NT OF EUR 3.302.900, ACCORDING TO
LAW 2601/98
- -----------------------------------------------------------------------------------------------------------------------------
IBERIA LINEAS AEREAS DE ESPANA SA OGM Meeting Date: 05/25/2005
Issuer: E6167M102 ISIN: ES0147200036
SEDOL: 4064950, B05N5K8, B06MMS1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
26 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
1. APPROVE THE ANNUAL ACCOUNTS AND THE MANAGEMENT Management For
REPORT OF IBERIA, L.A.E. AND IT S CONSOLIDATED
GROUP, AS WELL AS THE PROPOSED APPLICATION OF
PROFITS AND THE M ANAGEMENT OF THE BOARD OF DIRECTORS;
ALL OF THE FOREGOING WITH REFERENCE TO TH E YEAR
2004
2. RE-ELECT THE FINANCIAL AUDITORS OF THE COMPANY Management For
AND ITS CONSOLIDATED GROUP FOR THE YEAR 2005
3. APPROVE THE MAXIMUM REMUNERATION OF THE DIRECTORS Management For
4. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For
THE DERIVATIVE ACQUISITION OF IB ERIA L.A.E.,
EITHER DIRECTLY OR VIA SUBSIDIARY COMPANIES,
WITHIN 18 MONTHS AFT ER THE ADOPTION OF THE RESOLUTION
BY THE MEETING, RENDERING VOID THE AUTHORIZA
TION GRANTED BY THE GENERAL MEETING OF STOCKHOLDERS
HELD ON 24 JUN 2004
5. AUTHORIZE THE BOARD OF DIRECTORS, WITH AUTHORITY Management For
TO DEPUTY SUCH POWERS, TO AME ND, REGISTER, CONSTRUE,
DEVELOP AND EXECUTE THE RESOLUTIONS ADOPTED BY
THE MEE TING, AND FOR THE PUBLIC RECORDING THERE
OF
- -----------------------------------------------------------------------------------------------------------------------------
IMPERIAL CHEMICAL INDUSTRIES PLC AGM Meeting Date: 05/25/2005
Issuer: G47194223 ISIN: GB0004594973
SEDOL: 0459497, 4481032, 5479263, 7119028
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORT Management For
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004 THE REPORT AND ACCOUNTS
2. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For
IN THE REPORT AND THE ACC OUNTS
3. APPROVE THE FIRST AND THE SECOND INTERIM DIVIDENDS Management For
4. RE-ELECT MR. A. BAAN AS A DIRECTOR Management For
5. RE-ELECT LORD BUTLER AS A DIRECTOR Management For
6. RE-ELECT MR. J.T. GORMAN AS A DIRECTOR Management For
7. RE-ELECT MR. W.H. POWELL AS A DIRECTOR Management For
8. ELECT MR. C.F. KNOTT AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For
10. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITOR Management For
S REMUNERATION
S.11 ADOPT THE ARTICLES OF ASSOCIATION CONTAINED IN Management For
THE DOCUMENT AS THE NEW ARTICLE S OF ASSOCIATION
OF THE COMPANY IN SUBSTITUTION FOR, AND TO THE
EXCLUSION OF T HE EXISTING ARTICLES OF ASSOCIATION,
WITH EFFECT FROM THE CLOSE OF THIS AGM
12. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For
80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT
SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL
AMOUN T OF GBP 208,761,785; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF THE C OMPANY
TO BE HELD IN 2006 ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AF TER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MA DE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 12 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985 THE ACT TO ALLOT EQUITY
SECURITIES SECTION 94(2) OF THE ACT FOR CASH,
PURSUANT TO THE AUTHORITY CONFERRED BY R ESOLUTION
12, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PR OVIDED THAT THIS POWER SHALL
BE LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
OF THE COMPANY A) IN PROPORTION AS NEARLY AS
MAY BE TO EXISTING HOLDINGS OF ORDINARY SHARES
OF 1P EACH IN THE CAPITAL OF THE COMPANY, BUT
SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS
AS THE DIRECTORS DEEM NECESSARY OR EXPEDIENT
IN RELATION TO FRACTIONAL ENTITLEMENTS OR ANY
LEGAL OR PRACTICAL PROBLEMS UNDE R THE LAWS OF
ANY TERRITORY, OR THE REQUIREMENTS OF A REGULATORY
BODY OR STOCK EXCHANGE; AND B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 59,561,911; AUTHOR ITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
TO BE HELD IN 2006 ; A ND, AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THI S AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPI RY
S.14 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO MAXIMUM OF 119,123,822 ORDINARY SHARES
OF 1 PENCE EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 1 PENCE AND UP TO MAXIMUM
O F 105% OF THE AVERAGE MIDDLE MARKET VALUES
FOR SUCH ORDINARY SHARES IN THE CAP ITAL OF THE
COMPANY 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 TO BE
HELD IN 2006 ; THE COMPANY, BEFOR E THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MA Y BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
KESA ELECTRICALS PLC, LONDON AGM Meeting Date: 05/25/2005
Issuer: G5244H100 ISIN: GB0033040113
SEDOL: 3304011, 7624674, B01DL60, B06WSS3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For
STATEMENTS OF THE COMPAN Y FOR THE YE 31 JAN
2005 TOGETHER WITH THE REPORT OF THE AUDITORS
2. RE-APPOINT PRICEWATERHOUSECOOPERS, THE RETIRING Management For
AUDITORS, AND AUTHORIZE HE DIR ECTORS TO DETERMINE
THEIR REMUNERATION
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 JAN 2005 SET OUT IN T HE ANNUAL REPORT
2004/2005
4. DECLARE A FINAL DIVIDEND OF 8.25 PENCE PER ORDINARY Management For
SHARE
5. RE-APPOINT MR. DAVID NEWLANDS AS A DIRECTOR, Management For
WHO RETIRES UNDER THE ARTICLE 107 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. RE-APPOINT MR. PETER WILSON AS A DIRECTOR, WHO Management For
RETIRES UNDER THE ARTICLE 107 O F THE COMPANY
S ARTICLES OF ASSOCIATION
7. RE-APPOINT MR. SIMON HERRICK AS A DIRECTOR, WHO Management For
RETIRES UNDER THE ARTICLE 113 OF THE COMPANY
S ARTICLES OF ASSOCIATION
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF
SECTION 80 OF THE UK COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURI TIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 44,129,432;
AUT HORITY EXPIRES ON 25 MAY 2010 BUT MAY BE
PREVIOUSLY REVOKED OR VARIED BY THE C OMPANY
FOR A FURTHER PERIOD NOT EXCEEDING 5 YEARS ;
AND THE DIRECTORS MAY ALLO T RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
9. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
347A OF THE COMPANIES ACT 1985 , TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXP ENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 250,000
S.10 AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
FOR CASH IN ACCORDANCE WI TH THE PROVISIONS OF
THE SECTION 95 OF THE COMPANIES ACT 1985
S.11 GRANT AUTHORITY TO PURCHASE OWN SHARES IN ACCORDANCE Management For
WITH THE SECTION 166 OF T HE COMPANIES ACT 1985
- -----------------------------------------------------------------------------------------------------------------------------
PEUGEOT SA MIX Meeting Date: 05/25/2005
Issuer: F72313111 ISIN: FR0000121501 BLOCKING
SEDOL: 4683827, 4683838, 7103526, 7160178, 7165441, 7260272, B030Q64, B043CQ4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE MANAGEMENT REPORT OF THE EXECUTIVE Management
COMMITTEE, THE REPORT OF THE SU PERVISORY BOARD
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS,
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
2. RECEIVE THE COMMENTS OF THE EXECUTIVE COMMITTEE Management
AND THE REPORT OF THE STATUTOR Y AUDITORS, APPROVE
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
FY 2004
3. ACKNOWLEDGE THE DISTRIBUTABLE PROFITS OF THE Management
FY: NET EARNINGS: EUR 1,031,594,6 76.34, PRIOR
RETAINED EARNINGS: EUR 571,259,005.10, EXTRAORDINARY
TAX UPON THE SPECIAL RESERVES ON LONG TERM CAPITAL
GAINS: EUR 4,987,500.00, AMOUNT TO EUR 1,602,853,681.44,
APPROPRIATION AS FOLLOWS: GLOBAL DIVIDEND: EUR
328,197,347.1 0, OTHER RESERVES: EUR 700,000,000.00,
CARRY FORWARD ACCOUNT: EUR 574,656,334. 34, PURSUANT
TO ARTICLE 39 OF THE AMENDED FINANCE LAW FOR
2004, TO TRANSFER TH E AMOUNT OF EUR 200,000,000.00
POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPI
TAL GAINS TO THE OTHER RESERVES ACCOUNT; AN AMOUNT
OF EUR 4,987,500.00 CHARGED TO SUCH OTHER RESERVES
ACCOUNT WILL BE TRANSFERRED TO THE CARRY FORWARD
ACCOU NT AMOUNTING THEN TO EUR 579,643,834.34;
THE SHAREHOLDERS WILL RECEIVE A NET D IVIDEND
OF EUR 1.35 PER SHARE AND WILL ENTITLE NATURAL
PERSONS TO THE 50 % ALL OWANCE; THIS DIVIDEND
WILL BE PAID ON 01 JUN 2005
4. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS, FOR THE SAID REPORT AND THE AGREEMENTS
REFERRED TO THEREIN
5. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. MARIE-HELENE Management
RONCORONI AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 6 YEARS
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management
BANZET AS A MEMBER OF THE SU PERVISORY BOARD
FOR A PERIOD OF 6 YEARS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-LOUIS Management
MASUREL AS A MEMBER OF T HE SUPERVISORY BOARD
FOR A PERIOD OF 6 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-PAUL Management
PARAYRE AS A MEMBER OF TH E SUPERVISORY BOARD
FOR A PERIOD OF 6 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF THE COMPANY Management
PRICEWATERHOUSECOOPERS AUDI T S.A. AS THE STATUTORY
AUDITOR FOR A PERIOD OF 6 YEARS
10. APPROVE TO RENEW THE TERM OF OFFICE OF MR. YVES Management
NICOLAS AS A DEPUTY AUDITOR FO R A PERIOD OF
6 YEARS
11. APPOINT CABINET MAZARS ET GUERARD AS THE STATUTORY Management
AUDITOR FOR 6 YEARS
12. APPOINT MR. PATRICK DE CAMBOURG AS A DEPUTY AUDITOR Management
FOR 6 YEARS
13. AUTHORIZE THE EXECUTIVE COMMITTEE TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, WITH
A VIEW TO: (-) REDUCE THE SHARE CAPITAL OF THE
COMPANY, (-) ALLO CATE SHARES TO EMPLOYEES OR
OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES OR
OF GROUPS RELATED, (-) DISCOUNT SHARES IN THE
EVENT OF FINANCIAL TRANSACTIONS GIV ING ACCESS
TO THE SHARE CAPITAL, AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURC HASE PRICE: EUR 65.00 MAXIMUM NUMBER
OF SHARES THAT MAY BE ACQUIRED: 24,000,00 0;
{AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
APPROVE THE PRESENT DELEGATION TO CANCELS AND
REPLACES THE DELEGATION GIVEN BY THE GENERAL
MEETING OF 26 MAY 2004
14. AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, THE S HARE CAPITAL
SET AT EUR 243,109,146.00, PROVIDED THAT IT SHALL
NOT EXCEED THE AMOUNT OF EUR 400,000,000.00,
BY WAY OF: (-) ISSUING, IN FRANCE OR ABROAD,
PEU GEOT S.A. SHARES AND, OR SECURITIES, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIP TION RIGHTS
MAINTAINED, GIVING ACCESS TO THE SHARE CAPITAL,
(-) CAPITALIZING R ESERVES, PROFITS OR SHARE
PREMIUMS, TO BE CARRIED OUT THROUGH THE ALLOCATION
O F BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; THE GENER AL MEETING
NUMBER OF SHARES TO BE ISSUED CAN BE INCREASED
IN THE EVENT OF EXCE SS APPLICATIONS; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; APPROVE THE
PRES ENT DELEGATION TO CANCELS AND REPLACES THE
ONES GIVEN BY THE GENERAL MEETING O F 28 MAY 2003
15. AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
IN 1 OR MORE TRANSACTIONS, THE S HARE CAPITAL,
BY WAY OF ISSUING, IN FRANCE OR ABROAD, IMMEDIATELY
AND, OR IN T HE FUTURE, PEUGEOT S.A. SHARES IN
EUROS AND, OR SECURITIES GIVING ACCESS TO TH
E SHARE CAPITAL, WITH WAIVER OF THE SHAREHOLDERS
PREFERRED SUBSCRIPTION RIGHT S FOR THE WHOLE
OF THE CEILING SET FORTH IN THE PREVIOUS RESOLUTION;
THE GENER AL MEETING NUMBER OF SHARES TO BE ISSUED
CAN BE INCREASED IN THE EVENT OF EXCE SS APPLICATIONS,
WITHIN THE LIMIT OF THE AGGREGATE CEILING SET
FORTH IN THE PR EVIOUS RESOLUTION; APPROVE THE
EXECUTIVE COMMITTEE TO DECIDE OR NOT TO GIVE
A PRIORITY RIGHT TO THE SHAREHOLDERS; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
16. AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL, IN 1 OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
S EMPLOYEES; A UTHORITY EXPIRES AT THE END OF
26 MONTHS ; AND FOR AN AMOUNT, WHICH SHALL NOT
EXCEED EUR 15,000,000.00; APPROVE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSAR Y MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
17. AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management
SHARE CAPITAL BY CANCELLING TH E SHARES HELD
BY THE COMPANY IN CONNECTION WITH THE STOCK REPURCHASE
PLAN SET FORTH IN RESOLUTION 13, PROVIDED THAT
THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24
MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AND
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
18. AMEND THE ARTICLE OF ASSOCIATION NUMBER 9 RELATING Management
TO THE POWERS OF THE EXECUT IVE COMMITTEE
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETGU IDE 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 COMPLET E, SIGN AND FORWARD
THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN.
PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE
TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS
AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPA CITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUS TODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INS TRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY PO SITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO AD P AND THE GLOBAL CUSTODIAN ADVISES ADP
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AN D RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PE RTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
- -----------------------------------------------------------------------------------------------------------------------------
SCMP GROUP LTD AGM Meeting Date: 05/25/2005
Issuer: G7867B105 ISIN: BMG7867B1054
SEDOL: 5752737, 6425243, 6824657, B02V4Q4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For
THE DIRECTORS REPORT AND THE AUD ITORS REPORT
FOR THE YE 31 DEC 2004
2. APPROVE THE PAYMENT OF A FINAL AND A SPECIAL Management For
DIVIDEND DISTRIBUTION FROM THE CO NTRIBUTED SURPLUS
ACCOUNT
3.a RE-ELECT MR. KUOK KHOON EAN AS AN EXECUTIVE DIRECTOR Management For
3.b RE-ELECT MR. RONALD J. ARCULLI AS AN INDEPENDENT Management For
NON-EXECUTIVE DIRECTOR
3.c RE-ELECT TAN SRI DR. KHOO KAY PENG AS A NON-EXECUTIVE Management For
DIRECTOR
3.d RE-ELECT MR. ROBERT NG CHEE SIANG AS A NON-EXECUTIVE Management For
DIRECTOR
4. AUTHORIZE THE BOARD TO FIX DIRECTORS FEE Management For
5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
AND AUTHORIZE THE BOARD TO F IX THEIR REMUNERATION
S.6 AMEND THE BYE-LAWS OF THE COMPANY, WITH EFFECT Management For
FROM THE CONCLUSION OF THE AGM AS FOLLOWS: A)
BY ADDING THE SPECIFIED NEW BYE-LAW 70A IMMEDIATELY
AFTER BYE-L AW 70; B) BY DELETING BYE-LAW 99
IN ITS ENTIRETY AND REPLACING IT WITH SPECIFI
ED ONE; C) BY ADDING THE SPECIFIED PARAGRAPH
IMMEDIATELY AFTER BYE-LAW 100(II) AND RE-NUMBERING
EXISTING BYE-LAWS 100(III) AND (IV) AS BYE-LAWS
100(IV) AND (V) RESPECTIVELY; D) BY ADDING THE
SPECIFIED BYE-LAW 104A IMMEDIATELY AFTER BY E-LAW
104
7. AUTHORIZE THE DIRECTORS, DURING OR AFTER THE Management Against
RELEVANT PERIOD AS SPECIFIED OF ALL THE POWERS
OF THE COMPANY, TO ALLOT, ISSUE AND DEAL WITH
ADDITIONAL SHARE S OR SECURITIES CONVERTIBLE
INTO SUCH SHARES OR OPTIONS OR WARRANTS OR SIMILAR
RIGHTS TO SUBSCRIBE FOR ANY SHARES AND TO MAKE
OR GRANT OFFERS, AGREEMENTS AN D OPTIONS WHICH
WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED
AND ISSUED; THE A GGREGATE NOMINAL AMOUNT OF
SHARES ALLOTTED OR AGREED CONDITIONALLY OR UNCONDIT
IONALLY TO BE ALLOTTED BY THE DIRECTORS PURSUANT
TO THE APPROVAL AS SPECIFIED, OTHERWISE THAN
PURSUANT TO OR IN CONSEQUENCE OF: I) A RIGHTS
ISSUE AS SPECIF IED ; OR II) THE EXERCISE OF
THE CONVERSION RIGHTS UNDER THE TERMS OF ANY
SECU RITIES WHICH ARE CONVERTIBLE INTO SHARES;
OR III) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT
FOR THE TIME BEING ADOPTED FOR THE GRANT OR ISSUE
TO OFFICERS AND /OR EMPLOYEES OF THE COMPANY
AND/OR ANY OF ITS SUBSIDIARIES OF SHARES OR RIGHT
S TO ACQUIRE SHARES; OR IV) THE EXERCISE OF RIGHTS
OF SUBSCRIPTION UNDER THE T ERMS OF ANY WARRANTS
ISSUED BY THE COMPANY; OR V) ANY SCRIP DIVIDEND
OR SIMILA R ARRANGEMENT PROVIDING FOR THE ALLOTMENT
OF SHARES IN LIEU OF THE WHOLE OR PA RT OF A
DIVIDEND ON SHARES IN ACCORDANCE WITH THE BYE-LAWS
OF THE COMPANY, SHA LL NOT EXCEED 20% OF THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY IN ISSUE AT THE DATE OF THE PASSING
OF THIS RESOLUTION; AUTHORITY EXP IRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
FOLLOWING TH E PASSING OF THIS RESOLUTION OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM OF THE COMPANY IS REQUIRED BY THE BYE-LAWS
OF THE COMPANY OR ANY APPL ICABLE LAW TO BE HELD
8. AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For
PERIOD AS SPECIFIED OF ALL POWE RS OF THE COMPANY
TO REPURCHASE ITS SHARES, SUBJECT TO AND IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND/OR REQUIREMENTS
OF THE LISTING RULES; THE AGGREGATE NO MINAL
AMOUNT OF SHARES WHICH MAY BE REPURCHASED BY
THE COMPANY PURSUANT TO THE APPROVAL SHOULD NOT
EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF
SHARES IN I SSUE AT THE DATE OF THE PASSING OF
THIS RESOLUTION AND THE SAID APPROVAL SHALL BE
LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY
FOLLOWING THE PASSING OF THIS RESOLUTION OR THE
EXP IRATION OF THE PERIOD WITHIN WHICH THE NEXT
AGM OF THE COMPANY IS REQUIRED BY THE BYE-LAWS
OF THE COMPANY OR ANY APPLICABLE LAW TO BE HELD
9. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF THE RESOLUTIONS 7 AND 8, TO EXERCISE THE POWERS
OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH
ADDITIONAL S HARES PURSUANT TO RESOLUTION 7 BE
HEREBY EXTENDED BY THE ADDITION THERETO OF A
N AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT
OF SHARES REPURCHASED BY TH E COMPANY UNDER THE
AUTHORITY GRANTED PURSUANT TO RESOLUTION 8, PROVIDED
THAT SUCH AMOUNT OF SHARES SO REPURCHASED SHALL
NOT EXCEED 10% OF THE AGGREGATE NOM INAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF THE PA SSING OF THIS RESOLUTION
- -----------------------------------------------------------------------------------------------------------------------------
TELEKOM AUSTRIA AG, WIEN AGM Meeting Date: 05/25/2005
Issuer: A8502A102 ISIN: AT0000720008 BLOCKING
SEDOL: 4635088, 4695189, B054MV1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL STATEMENT OF ACCOUNTS, GROUP Management
FINANCIAL STATEMENTS AND THE R EPORT BY THE SUPERVISORY
BOARD
2. APPROVE THE APPROPRIATION OF NET PROFITS Management
3. APPROVE THE ACTIVITIES UNDERTAKEN BY THE BOARD Management
OF DIRECTORS AND THE SUPERVISO RY BOARD IN 2004
4. APPROVE THE REMUNERATION FOR SUPERVISORY BOARD Management
FOR 2004
5. ELECT THE AUDITORS FOR FY 2005 Management
6. APPROVE THE RESOLUTION ON THE AMOUNT OF MEMBERS Management
(10) AND AN AGELIMIT (65) FOR MEMBERS OF THE
SUPERVISORY BOARD
7. APPROVE THE CHANGES IN THE SUPERVISORY BOARD Management
8. APPROVE THE REPORT OF THE BOARD ON THE USAGE Management
AND AMOUNT OF BOUGHT OWN SHARES
9. GRANT AUTHORITY TO BUY OWN SHARES FOR 18 MONTHS Management
AT A PRICE FROM EUR 9 - TO EUR 21 PER SHARE;
AUTHORIZE THE BOARD OF DIRECTORS TO USE OWN SHARES
FOR SERVICE OF STOCK OPTION, CONVERTIBLE BONDS
AND FOR ACQUISITION OF COMPANYS; REDUCTION OF
SHARE CAPITAL BY COLLECTION OF OWN SHARES; SALE
OF OWN SHARES FOR 5 YEARS
- -----------------------------------------------------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD AGM Meeting Date: 05/25/2005
Issuer: Y85830100 ISIN: HK0511001957
SEDOL: 5274190, 6881674, B01Y6R9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management
OF THE DIRECTORS AND THE AUDITO RS FOR THE YE
31 DEC 2004
2. APPROVE TO SANCTION A FINAL DIVIDEND Management
3. ELECT THE DIRECTORS AND APPROVE TO FIX THEIR REMUNERATION Management
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management
TO FIX THEIR REMUNERATION
5.I AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management
OF ALL PREVIOUS AUTHOR ITIES, DURING OR AFTER
THE RELEVANT PERIOD, TO ALLOT, ISSUE AND DEAL
WITH UNIS SUED SHARES IN THE CAPITAL OF THE COMPANY
AND TO MAKE OR GRANT OFFERS, AGREEME NTS, OPTIONS
AND OTHER RIGHTS, OR ISSUE SECURITIES, WHICH
MIGHT REQUIRE THE EX ERCISE OF SUCH POWERS BE
GENERALLY AND UNCONDITIONALLY APPROVED; THE AGGREGATE
NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED
CONDITIONALLY OR UNCONDITI ONALLY TO BE ALLOTTED
OR ISSUED WHETHER PURSUANT TO AN OPTION OR OTHERWISE
B Y THE DIRECTORS OF THE COMPANY, OTHERWISE
THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY
SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING
FOR ALLOTMENT OF SH ARES IN LIEU OF THE WHOLE
OR PART OF A DIVIDEND ON THE ORDINARY SHARES
IN THE COMPANY SUCH ORDINARY SHARES BEING DEFINED
IN THIS AND THE FOLLOWING RESOLUTI ON 5.II,
SHARES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPAN Y, SHALL NOT EXCEED THE AGGREGATE
OF: I) 10% OF THE AGGREGATE NOMINAL AMOUNT O
F THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF PASSING OF THIS RES OLUTION; AND
II) IF THE DIRECTORS OF THE COMPANY ARE SO AUTHORIZED
BY A SEPAR ATE ORDINARY RESOLUTION OF THE SHAREHOLDERS
OF THE COMPANY THE NOMINAL AMOUNT OF ANY SHARE
CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY
SUBSEQUENT TO THE PASSING OF THIS RESOLUTION
UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGRE
GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY IN ISSUE AT THE DATE O F PASSING OF THIS
RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRY OF THE PERIOD WITHIN WHICH THE
N EXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLES
OF ASSOCIATION OF THE COMPA NY OR ANY OTHER APPLICABLE
LAW TO BE HELD
5.II AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management
THE RELEVANT PERIOD OF ALL POWE RS OF THE COMPANY
TO PURCHASE SHARES ON THE STOCK EXCHANGE OF HONG
KONG LIMITE D OR ANY OTHER STOCK EXCHANGE ON
WHICH THE SHARES MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION AND
THE STOCK EXCHANGE OF HONG KONG LIMITED; THE
AGGREGATE NOMINAL AMOUNT OF SHARES WHICH MAY
BE PURCHASED BY THE COMPANY SHALL NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHA RE CAPITAL OF THE COMPANY AT THE DATE OF
PASSING OF THIS RESOLUTION AND THE AP PROVAL
AS SPECIFIED SHALL BE LIMITED ACCORDINGLY; AUTHORITY
EXPIRES THE EARLI ER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRY OF THE
PERIO D WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY THE ARTICLES OF ASSO CIATION OF
THE COMPANY OR ANY OTHER APPLICABLE LAW TO BE
HELD
5.III AUTHORIZE THE DIRECTORS OF THE COMPANY, REFERRED Management
TO IN RESOLUTION 5.I IN RESPE CT OF THE SHARE
CAPITAL OF THE COMPANY AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD EGM Meeting Date: 05/25/2005
Issuer: Y85830100 ISIN: HK0511001957
SEDOL: 5274190, 6881674, B01Y6R9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE AND RATIFY THE AGREEMENTS AS SPECIFIED Management For
AND THE TRANSACTIONS CONTEMPL ATED THERE UNDER
AND THE CAPITAL AMOUNT AS SPECIFIED
* PLEASE NOTE THAT THE SHAREHOLDERS NEED TO FILL Non-Voting Non-Vote Proposal
A DECLARATION FORM FOR THEIR VO TE INSTRUCTIONS
TO BE ACCEPTED. THESE FORMS CONTAIN 3 SECTIONS.
SECTION A WILL BE FILLED BY THE INSTITUTION.
PLEASE FIND THE SCANNED DOCUMENTS VIA THE LINK
WW3.ICS.ADP.COM/STREETLINK_DATA/DIRY85830100/SA3D2D.PDF
- -----------------------------------------------------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD AGM Meeting Date: 05/25/2005
Issuer: Y85830100 ISIN: HK0511001957
SEDOL: 5274190, 6881674, B01Y6R9
- -----------------------------------------------------------------------------------------------------------------------------
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
# 224043 DUE TO CHANGE IN THE AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* PLEASE NOTE THAT THE SHAREHOLDERS NEED TO FILL Non-Voting Non-Vote Proposal
A DECLARATION FORM FOR THEIR VO TE INSTRUCTIONS
TO BE ACCEPTED. THESE FORMS CONTAIN 3 SECTIONS.
SECTION A WILL BE FILLED BY THE INSTITUTION.
PLEASE FIND THE SCANNED DOCUMENTS VIA THE LINK;
WW3.ICS.ADP.COM/STREETLINK_DATA/DIRY85830100/SA3D2D.PDF
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For
OF THE DIRECTORS AND THE AUDITO RS FOR THE YE
31 DEC 2004
2. APPROVE TO SANCTION A FINAL DIVIDEND Management For
3.a.1 ELECT MR. CHIEN LEE AS A DIRECTOR Management For
3.a.2 ELECT MR. LOUIS PAGE AS A DIRECTOR Management For
3.a.3 ELECT DR. CHOW YEI CHING AS A DIRECTOR Management For
3.b FIX DIRECTORS REMUNERATION. Management For
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For
TO FIX THEIR REMUNERATION
5.I AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management Against
OF ALL PREVIOUS AUTHOR ITIES, DURING OR AFTER
THE RELEVANT PERIOD, TO ALLOT, ISSUE AND DEAL
WITH UNIS SUED SHARES IN THE CAPITAL OF THE COMPANY
AND TO MAKE OR GRANT OFFERS, AGREEME NTS, OPTIONS
AND OTHER RIGHTS, OR ISSUE SECURITIES, WHICH
MIGHT REQUIRE THE EX ERCISE OF SUCH POWERS BE
GENERALLY AND UNCONDITIONALLY APPROVED; THE AGGREGATE
NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED
CONDITIONALLY OR UNCONDITI ONALLY TO BE ALLOTTED
OR ISSUED WHETHER PURSUANT TO AN OPTION OR OTHERWISE
B Y THE DIRECTORS OF THE COMPANY, OTHERWISE
THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY
SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING
FOR ALLOTMENT OF SH ARES IN LIEU OF THE WHOLE
OR PART OF A DIVIDEND ON THE ORDINARY SHARES
IN THE COMPANY SUCH ORDINARY SHARES BEING DEFINED
IN THIS AND THE FOLLOWING RESOLUTI ON 5.II,
SHARES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPAN Y, SHALL NOT EXCEED THE AGGREGATE
OF: I) 10% OF THE AGGREGATE NOMINAL AMOUNT O
F THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF PASSING OF THIS RES OLUTION; AND
II) IF THE DIRECTORS OF THE COMPANY ARE SO AUTHORIZED
BY A SEPAR ATE ORDINARY RESOLUTION OF THE SHAREHOLDERS
OF THE COMPANY THE NOMINAL AMOUNT OF ANY SHARE
CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY
SUBSEQUENT TO THE PASSING OF THIS RESOLUTION
UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGRE
GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY IN ISSUE AT THE DATE O F PASSING OF THIS
RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRY OF THE PERIOD WITHIN WHICH THE
N EXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLES
OF ASSOCIATION OF THE COMPA NY OR ANY OTHER APPLICABLE
LAW TO BE HELD
5.II AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For
THE RELEVANT PERIOD OF ALL POWE RS OF THE COMPANY
TO PURCHASE SHARES ON THE STOCK EXCHANGE OF HONG
KONG LIMITE D OR ANY OTHER STOCK EXCHANGE ON
WHICH THE SHARES MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION AND
THE STOCK EXCHANGE OF HONG KONG LIMITED; THE
AGGREGATE NOMINAL AMOUNT OF SHARES WHICH MAY
BE PURCHASED BY THE COMPANY SHALL NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHA RE CAPITAL OF THE COMPANY AT THE DATE OF
PASSING OF THIS RESOLUTION AND THE AP PROVAL
AS SPECIFIED SHALL BE LIMITED ACCORDINGLY; AUTHORITY
EXPIRES THE EARLI ER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRY OF THE
PERIO D WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY THE ARTICLES OF ASSO CIATION OF
THE COMPANY OR ANY OTHER APPLICABLE LAW TO BE
HELD
5.III AUTHORIZE THE DIRECTORS OF THE COMPANY, REFERRED Management For
TO IN RESOLUTION 5.I IN RESPE CT OF THE SHARE
CAPITAL OF THE COMPANY AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
ADECCO SA, CHESEREX OGM Meeting Date: 05/26/2005
Issuer: H00392318 ISIN: CH0012138605 BLOCKING
SEDOL: 7110452, 7110720, B038B30
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE BUSINESS REPORT FOR 2004, CONSISTING Management
OF THE ANNUAL REPORT, THE FIN ANCIAL STATEMENTS
OF ADECCO S.A. AND THE CONSOLIDATED FINANCIAL
STATEMENTS FO R THE BUSINESS YEAR 2004
2. RECEIVE THE REPORTS OF THE STATUTORY AUDITORS Management
AND THE GROUP AUDITORS
3. APPROVE THE BUSINESS REPORT 2004 Management
4. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management
5. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management
DIRECTORS
6.1 RE-ELECT THE BOARD OF DIRECTORS Management
6.2.1 ELECT THE AUDITORS AND THE AUDITORS OF THE GROUP Management
6.2.2 ELECT THE SPECIAL AUDITOR ARTICLE 23 PARAGRAPH Management
2 OF THE ARTICLES OF INCORPORA TION
* 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.
- -----------------------------------------------------------------------------------------------------------------------------
ADERANS CO LTD AGM Meeting Date: 05/26/2005
Issuer: J00126102 ISIN: JP3121600005
SEDOL: 5735523, 6007395
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS; FINAL DIVIDEND Management For
JY 19
2. AMEND THE ARTICLES OF INCORPORATION Management For
3.1 ELECT A DIRECTOR Management For
3.2 ELECT A DIRECTOR Management For
3.3 ELECT A DIRECTOR Management For
3.4 ELECT A DIRECTOR Management For
3.5 ELECT A DIRECTOR Management For
3.6 ELECT A DIRECTOR Management For
3.7 ELECT A DIRECTOR Management For
3.8 ELECT A DIRECTOR Management For
3.9 ELECT A DIRECTOR Management For
4. APPROVE RETIREMENT BONUS FOR A RETIRING DIRECTOR; Management Against
DUE TO THE ABOLISHMENT OF TH E RETIREMENT BONUS
SYSTEM, GRANT ACCRUED BENEFITS TO CONTINUING
DIRECTORS AND CORPORATE AUDITORS
5. APPROVE ISSUANCE OF SHARE PURCHASE WARRANTS TO Management Against
A THIRD PARTY OR THIRD PARTIES ON FAVORABLE CONDITIONS
- -----------------------------------------------------------------------------------------------------------------------------
ATOS ORIGIN MIX Meeting Date: 05/26/2005
Issuer: F06116101 ISIN: FR0000051732 BLOCKING
SEDOL: 4818373, 5654781, 5656022, B07J8Z0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM THERE WILL BE A SEC OND CALL ON
03 JUN 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CAL LS 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.
O.1 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management
THE CHAIRMAN OF THE SUPERVISOR Y BOARD, THE COMMENTS
OF THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF THE S TATUTORY AUDITORS, APPROVE THE CONSOLIDATED
AND FINANCIAL STATEMENTS AND THE B ALANCE SHEET
FOR THE FYE 31 DEC 2004, IN THE FORM PRESENTED
TO THE MEETING; DI SCHARGE THE EXECUTIVE COMMITTEE
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
S AID FY
O.2 APPROVE THAT, PURSUANT TO ARTICLE 39 OF THE AMENDED Management
FINANCE LAW FOR 2004, TO T RANSFER THE AMOUNT
OF EUR 25,297,038.18 POSTED TO THE SPECIAL RESERVE
OF LONG- TERM CAPITAL GAINS TO THE OTHER RESERVES
ACCOUNT; IT ALSO DECIDES TO DRAW THE AMOUNT OF
EUR 619,925.95 CORRESPONDING TO THE EXTRAORDINARY
TAX OF 2.5%, UPON THIS RESERVE, BY CREDITING
THE RETAINED EARNINGS ACCOUNT
O.3 APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management
COMMITTEE AND RESOLVES TO APPROP RIATE THE PROFITS
AS FOLLOWS: PROFITS FOR THE FY: EUR 28,982,302.29;
LEGAL RES ERVE: EUR 1,449,115.11, THUS AMOUNTING
TO EUR 6,236,578.41; CARRY FORWARD ACCO UNT:
EUR 27,533,187.18; THUS AMOUNTING TO EUR 154,066,119.77
IN ACCORDANCE WIT H THE REGULATIONS IN FORCE
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L. 225-86 AND
SEQ. OF THE FRENCH COMMERCIAL CODE, APPROVE THE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE GM ON 04 JUN 2004,
TO PURCHASE THE COMPANY S OWN SHARES, AS PER
THE FOLLOWING C ONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 81.50, MAXIMUM NUMBER OF SHARES TO BE T RADED:
10% OF THE SHARE CAPITAL, MAXIMUM AMOUNT LIABLE
TO BE USED FOR SUCH RE PURCHASES: EUR 547,360,112.00;
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRE S AT THE END OF
18 MONTHS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management
CHERPITEL AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 5 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DOMINIQUE Management
BAZY AS A MEMBER OF THE S UPERVISORY BOARD FOR
A PERIOD OF 5 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management
GERMOND AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 5 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management
FRANCOIS THEODORE AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 5 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIETHART Management
BREIPOHL AS A MEMBER OF TH E SUPERVISORY BOARD
FOR A PERIOD OF 5 YEARS
O.11 APPROVE TO RESOLVES TO AWARD TOTAL ANNUAL FEES Management
OF EUR 30,000.00. THIS DECISION CANCELS AND REPLACES
RESOLUTION NUMBER 4 OF THE GENERAL MEETING OF
12 MAR 199 8
O.12 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE GM ON 24 FEB 2000, TO
REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY T HE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITA L; AUTHORITY IS GIVEN
FOR A PERIOD OF 5 YEARS
E.13 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management
FOR THE AUTHORITY, TO INCRE ASE IN ONE OR MORE
TRANSACTIONS, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, THE SHARE CAPITAL,
BY WAY OF ISSUING NEW SHARES, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR SHARE PREMIUM OR
BY THE ISSUE OF BO NUS SHARES OR THE RAISE OF
THE PAR VALUE OF THE EXISTING SHARES, BY WAY
OF IS SUING SECURITIES, BY WAY OF ISSUING EQUITY
WARRANTS; THE GLOBAL NOMINAL VALUE OF SHARES
ISSUED UNDER THIS DELEGATION OF AUTHORITY SHALL
NOT EXCEED EUR 22,4 00,000.00; THE NOMINAL VALUE
OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
1, 100,000,000.00; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
E.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management
FOR THE AUTHORITY, TO INCR EASE IN ONE OR MORE
TRANSACTIONS, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIP TION RIGHTS, THE SHARE CAPITAL, BY
WAY OF ISSUING NEW SHARES, BY WAY OF ISSUI NG
SECURITIES, BY WAY OF ISSUING EQUITY WARRANTS;
THE GLOBAL NOMINAL VALUE OF SHARES ISSUED UNDER
THIS DELEGATION OF AUTHORITY SHALL NOT EXCEED
EUR 22,400,0 00.00; THE NOMINAL VALUE OF DEBT
SECURITIES ISSUED SHALL NOT EXCEED EUR 1,100,
000,000.00; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES A ND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL, WITHIN THE LI MIT OF 10% OF
THE CAPITAL, BY WAY OF ISSUING NEW SHARES IN
CONSIDERATION FOR T HE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND COMPRISED OF EQUITY
SECURI TIES OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL; AUTHORIZE THE EXECUTIVE COM MITTEE TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES ; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS
E.16 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS,
AT ITS SOLE DISCRETION, BY WAY OF ISSUING NEW
SHARES BY CASH A ND, IF THE CASE ARISES, THE
ALLOCATION OF SHARES BY CASH AND IF THE CASE
ARISE S, THE ALLOCATION OF SHARES FREE OF CHARGE
OR OTHER SECURITIES GIVING ACCESS T O THE CAPITAL
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPAN Y SAVINGS PLAN OF ATOS ORIGIN
AND , OR ITS SUBSIDIARIES; AN AMOUNT SHALL NOT
E XCEED 10% OF THE CAPITAL; AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESS ARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
O.17 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management
WITH ALLOCATIONS FREE OF CHARGE O F COMPANY S
EXISTING ORDINARY SHARES TO BE ISSUED, IN FAVOUR
OF THE COMPANY AN D ITS SUBSIDIARIES EMPLOYEES
OR OFFICERS, PROVIDED THAT THEY SHALL NOT REPRES
ENT MORE THAN 10% OF THE SHARE CAPITAL; AUTHORIZE
THE EXECUTIVE COMMITTEE TO T AKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORI TY EXPIRES AT THE END OF 38 MONTHS
E.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
IN ONE OR MORE TRANSACTIONS, THE SHARE CAPITAL
OF THE COMPANY BY WAY OF ISSUING OF NEW SHARES
RESERVED FOR ATO S ORIGIN EMPLOYEE INVESTMENT
FUND; THESE CAPITAL INCREASE(S) SHALL GIVE RIGHT
TO A MAXIMUM NUMBER OF NEW SHARES, WHICH SHALL
NOT EXCEED 3,000,000 SHARES OF A PAR VALUE OF
EUR 1.00 EACH; THE AMOUNT OF THE CAPITAL INCREASE
RESULTING FRO M THIS RESOLUTION SHALL COUNT AGAINST
THE CEILING SET FORTH IN RESOLUTION 16; AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES
O.19 AMEND ARTICLES OF ASSOCIATION 19 RELATING TO Management
THE AUTHORIZATION GIVEN TO THE EX ECUTIVE COMMITTEE
O.20 AMEND THE ARTICLES OF ASSOCIATION 15 DELIBERATIONS Management
AND 21 REGULATED AGREEME NTS
O.21 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
- -----------------------------------------------------------------------------------------------------------------------------
BOC HONG KONG (HOLDINGS) LTD AGM Meeting Date: 05/26/2005
Issuer: Y0920U103 ISIN: HK2388011192
SEDOL: 6536112, B01XWZ6, B06MVT5
- -----------------------------------------------------------------------------------------------------------------------------
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 COMPANY FOR
THE FYE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF HKD 0.395 PER SHARE Management For
FOR THE YE 31 DEC 2004
3.1 RE-ELECT MR. SUN CHANGJI AS A DIRECTOR WHO RETIRES Management Against
BY ROTATION, IN ACCORDANCE WITH ARTICLE 98 OF
THE COMPANY S ARTICLES OF ASSOCIATION
3.2 RE-ELECT MR. HUA QINGSHAN AS A DIRECTOR WHO RETIRES Management Against
BY ROTATION, IN ACCORDANCE WITH ARTICLE 98 OF
THE COMPANY S ARTICLES OF ASSOCIATION
3.3 RE-ELECT MDM. ZHANG YANLING AS A DIRECTOR WHO Management Against
RETIRES BY ROTATION, IN ACCORDAN CE WITH ARTICLE
98 OF THE COMPANY S ARTICLES OF ASSOCIATION
3.4 RE-ELECT DR. FUNG VICTOR KWOK KING AS A DIRECTOR Management For
WHO RETIRES BY ROTATION, IN A CCORDANCE WITH
ARTICLE 98 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For
OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS
OR A DULY AUTHORISED COMMITTEE OF THE BOARD TO
DETERMI NE THEIR REMUNERATION
5. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT, ISSUE Management Against
AND GRANT, DISTRIBUTE AND OTH ERWISE DEAL WITH
ADDITIONAL SHARES, AND TO MAKE, ISSUE OR GRANT
OFFERS, AGREEM ENTS AND OPTIONS, WARRANTS AND
OTHER SECURITIES DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING THE AGGREGATE OF: A) 20%
OR, IN THE CASE OF ISSUE OF SHA RES SOLEY FOR
CASH AND UNRELATED TO ANY ASSET ACQUISITION,
10% OF THE OF THE A GGREGATE NOMINAL AMOUNT OF
THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE
DATE OF PASSING THIS RESOLUTION; B) THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHA RE CAPITAL OF
THE COMPANY PURCHASED BY THE COMPANY SUBSEQUENT
TO THE PASSING O F THIS RESOLUTION UP TO A MAXIMUM
EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS
AT THE DATE OF PASSING TH IS RESOLUTION OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE
EXERC ISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION
RIGHTS UNDER THE TERMS OF ANY WARR ANTS ISSUED
BY THE COMPANY OR ANY SECURITIES WHICH ARE CONVERTIBLE
INTO SHARES ; OR III) ANY SCRIP DIVIDEND OR SIMILAR
ARRANGEMENT; OR IV) ANY SHARE OPTION S CHEME
OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM IS TO BE HELD BY LAW
6. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For
TO PURCHASE SHARES DURING THE RELEVANT PERIOD,
ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK
EXCHANGE O R ANY OTHER STOCK EXCHANGE ON WHICH
THE SHARES MAY BE LISTED AND RECOGNIZED BY THE
SECURITIES AND FUTURES COMMISSION OF HONG KONG
CODE AND THE STOCK EXCHANG E, SUBJECT TO AND
IN ACCORDANCE WITH ALL APPLICABLE LAWS, INCLUDING
THE HONG K ONG CODE ON SHARE REPURCHASES AND
THE RULES GOVERNING THE LISTING OF SECURITIE
S ON THE STOCK EXCHANGE, NOT EXCEEDING 10% OF
THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY AT THE DATE OF PASSING
THIS RESOLUTION ; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY O
R THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW
7. APPROVE THE BOARD OF DIRECTORS, CONDITIONAL ON Management For
THE PASSING OF RESOLUTION 5 AND 6, THE GENERAL
MANDATE GRANTED TO ALLOT, ISSUE, GRANT, DISTRIBUTE
OR OTHERWIS E DEAL WITH ADDITIONAL SHARES OF
THE COMPANY PURSUANT TO RESOLUTIONS 5 AND TO
ADD AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE
CAPITAL OF THE COMPANY PURCHA SED BY THE COMPANY,
PURSUANT TO RESOLUTION 6, PROVIDED THAT SUCH
AMOUNT DOES N OT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
T HE COMPANY AT THE DATE OF PASSING RESOLUTIONS
5 AND 6
- -----------------------------------------------------------------------------------------------------------------------------
CASINO GUICHARD PERRACHON MIX Meeting Date: 05/26/2005
Issuer: F14133106 ISIN: FR0000125585 BLOCKING
SEDOL: 4178419, 5313446, 7164114, B02PRQ7, B043HV4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* 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
O.1 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 FO R THE FYE 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING; AN AMOUNT OF EUR
11,514,654.10 CORRESPONDING TO THE DIVIDENDS
ALLOCATED, FOR THE FY 2003, TO TH E 5,811,095
ORDINARY SHARES AND 4,300 SHARES WITH PREFERRED
DIVIDEND WITHOUT V OTING RIGHT HELD BY THE COMPANY
ON 10 JUN 2004 ACCOUNT WILL BE TRANSFERRED TO
THE RETAINED EARNINGS ACCOUNT; APPROVE TO CHARGE
THE AMOUNT OF EUR 4,987,500.0 0 CORRESPONDING
TO THE EXTRAORDINARY TAX IN ACCORDANCE WITH ARTICLE
39 OF THE AMENDED FINANCE LAW FOR 2004, TO THE
RETAINED EARNINGS ACCOUNT
O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management
DIRECTORS AND RESOLVES TO APPROPR IATE THE RESULT
AS FOLLOWS: PROFITS FOR THE FISCAL YEAR: EUR
1,721,398,879.84; PRIOR RETAINED EARNINGS: EUR
523,277,953.27; DISTRIBUTABLE PROFITS: EUR 2,244
,676,853.11; STATUTORY APPROPRIATION: PREFERRED
DIVIDEND PERTAINING TO SHARES WITH NO VOTING
RIGHT: EUR (-) 1,736,001.80; FIRST DIVIDEND PERTAINING
TO ORDIN ARY SHARES: EUR -7,151,022.09; BALANCE:
EUR 2,235,789,829.21; ADDITIONAL DIVID END: TO
THE ORDINARY SHARES: EUR (-) 187,281,996.95;
TO THE PREFERRED SHARES: EUR (-)30,336,536.92;
ALLOCATION TO THE CARRY FORWARD ACCOUNT: EUR
2,018,171,2 95.35; THE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 2.08 PER ORDINARY S HARE
AND EUR 2.12 PER SHARE WITH PREFERRED DIVIDEND
WITH NO VOTING RIGHT, AND WILL ENTITLE NATURAL
PERSONS TO THE 50% ALLOWANCE; THIS DIVIDEND WILL
BE PAID ON 10 JUN 2005; IN THE EVENT THAT THE
COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH
DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH
SHARES SHALL BE ALLOCATED TO THE RETAINED EARNINGS
ACCOUNT
O.3 APPROVE THE DIVIDEND PAYMENT WILL BE CARRIED Management
OUT IN CASH OR IN SHARES AS PER T HE FOLLOWING
CONDITIONS: REINVESTMENT PERIOD WILL BE EFFECTIVE
FROM 10 JUN 200 5 TO 08 JUL 2005; THE NEW SHARES
WILL BEAR AN ACCRUING DIVIDEND AS OF 01 JAN 2005;
AT THE CLOSE OF THE SUBSCRIPTION PERIOD, THE
SHAREHOLDERS WILL RECEIVE T HE DIVIDEND PAYMENT
IN CASH; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
O.4 APPROVE THAT, PURSUANT TO ARTICLE 39 OF THE AMENDED Management
FINANCE LAW FOR 2004, TO T RANSFER THE AMOUNT
OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE
OF LONG -TERM CAPITAL GAINS TO THE OTHER RESERVES
ACCOUNT. THE SPECIAL RESERVE OF LONG -TERM CAPITAL
GAINS WILL SHOW A NEW CREDIT BALANCE OF EUR 56,342,032.74;
AN AM OUNT OF EUR 4,987,500.00 CORRESPONDING
TO THE EXTRAORDINARY TAX UPON THE SPECI AL RESERVE
OF LONG-TERM CAPITAL GAINS WILL BE TRANSFERRED
FROM THE OTHER RESER VES ACCOUNT TO THE RETAINED
EARNINGS ACCOUNT
O.5 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 AG REEMENTS REFERRED TO THEREIN
O.6 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management
AND THE STATUTORY AUDITORS, APPR OVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENT ED TO THE MEETING, SHOWING NET GROUP
SHARE CONSOLIDATED INCOME OF EUR 488,147, 000.00
O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY OF THE GM ON 27 MAY 2004, TO
PURCHASE COMPANY S ORDINARY SHARES OR SHARES
WITH PREFERRED DIVIDEND WITH NO VOTING RIGHT
ON THE OPEN MARKET, AS PER THE FOLLOWING CONDIT
IONS: MAXIMUM PURCHASE PRICE: EUR 100.00 PER
ORDINARY SHARE AND EUR 90.00 PER SHARE WITH PREFERRED
DIVIDEND WITH NO VOTING RIGHT, MAXIMUM NUMBER
OF SHARES T HAT MAY BE ACQUIRED: 10% OF THE TOTAL
NUMBER OF ORDINARY SHARES OR WITH PREFER RED
DIVIDEND WITH NO VOTING RIGHT, AND 10% OF THE
NUMBER OF SHARES OF EACH CLA SS, MAXIMUM AMOUNT
LIABLE TO BE USED FOR SUCH REPURCHASES: EUR 1,070,931,050.0
0; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
18 MONTHS
O.8 AUTHORIZE THE BOARD OF DIRECTORS DECIDE ON THE Management
DISTRIBUTION OF ONE OR MORE INT ERIM DIVIDENDS
FOR THE FYE 2005, AUTHORIZES THEIR PAYMENT EITHER
IN CASH OR IN SHARES; THE SHARES TO BE SUBSCRIBED
WILL BE ORDINARY SHARES WITH THE SAME CHA RACTERISTICS
AND WILL BEAR THE SAME RIGHTS AS THE OLD SHARES;
AUTHORIZE THE BO ARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
F ORMALITIES
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management
FONCIERE EURIS AS DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 RATIFY THE APPOINTMENT OF THE FIRM FINATIS AS Management
THE DIRECTOR, THUS REPLACING MR. CHRISTIAN COUVREUX
FOR THE REMAINDER OF THE LATTER S TERM OF OFFICE,
THAT IS UNTIL THE CLOSE OF THE OGM RULING ON
THE FINANCIAL STATEMENTS FOR THE YEAR 200 5
E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management
FOR THE AUTHORITY, TO INCREA SE IN ONE OR MORE
TRANSACTIONS, AT ITS SOLE DISCRETION, IN FRANCE
OR ABROAD, T HE SHARE CAPITAL , BY WAY OF ISSUING,
WITH THE SHAREHOLDERS PREFERRED SUBSCRI PTION
RIGHTS MAINTAINED, SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL; TH E NOMINAL VALUE OF
SECURITIES ISSUED SHALL NOT EXCEED EUR 150,000,000.00,
IF T HEY REPRESENT A SHARE OF THE CAPITAL, AND
EUR 2,000,000,000.00 IF THEY ARE DEB T SECURITIES
APPROVES ALL THE TERMS OF THIS PROJECT AND THE
VALUATION OF THE C ONTRIBUTIONS; NOTES THAT THIS
AMALGAMATION-MERGER SHALL BE COMPLETED ON 26
MAY 2005 AND THAT CONSEQUENTLY, THE FIRM NOCEDEL
SHALL BE DISSOLVED WITHOUT LIQUI DATION, SECURITIES;
AUTHORIZES THE BOARD OF DIRECTORS, IN ORDER TO
ALLOW THE S ECURITIES HOLDERS TO EXERCISE THEIR
RIGHT TO THE ALLOCATION OF COMPANY S NEW S HARES,
TO INCREASE THE SHARE CAPITAL BY A MAXIMUM NOMINAL
AMOUNT OF EUR 150,00 0,000.00; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONT HS
E.12 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management
IN ONE OR MORE TRANSACTIONS AT I TS SOLE DISCRETION,
IN FRANCE OR ABROAD, THE SHARE CAPITAL BY WAY
OF ISSUING, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS, SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL; THE NOMINAL VALUE OF SECURITIES
ISSUED SHALL NOT EXCEED EUR 150,000,000.00, IF
THEY REPRESENT A SHARE OF CAPITAL, AND EUR 2,00
0,000,000.00 IF THEY ARE DEBT SECURITIES; AUTHORIZE
THE BOARD OF DIRECTORS IN ORDER TO ALLOW THE
SECURITIES HOLDERS TO EXERCISE THEIR RIGHT TO
THE ALLOCATIO N OF COMPANY S NEW SHARES, TO INCREASE
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 150,000,000.00; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NEC ESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES A T THE END OF 26 MONTHS
O.13. AUTHORIZE THE BOARD OF DIRECTORS, WITHIN THE Management
LIMIT OF 10% OF THE COMPANY S SHA RE CAPITAL
PER YEAR, TO SET THE ISSUE PRICE OF THE ORDINARY
SHARES OR SECURITI ES TO BE ISSUED IN ACCORDANCE
WITH RESOLUTION NUMBER 12 OF THE PRESENT MEETING
AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS
DETERMINED BY THE GENERAL MEE TING
O.14 APPROVE TO RESOLVE THAT THE BOARD OF DIRECTORS Management
MAY DECIDE TO INCREASE, IN ACCO RDANCE WITH THE
ISSUE SET FORTH IN RESOLUTION NUMBER 11 AND 12,
THE NUMBER OF SHARE AND SECURITIES O BE ISSUED
IN THE EVENT OF EXCESS APPLICATIONS, WITHIN T
HE LIMIT OF 15% OF THE INITIAL ISSUE AND AT THE
SAME PRICE AS THE INITIAL ISSU E
E.15 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management
INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 150,000,000.00 BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR O THER MEANS,
PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED
BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT
THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE
OF T HE PAR VALUE OF THE EXISTING SHARES; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EX PIRES AT THE END OF 26 MONTHS
O.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, WITHIN THE LIM IT OF 10% OF
THE COMPANY CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTION FOR TH E IN KIND GRANTED TO THE
COMPANY AND COMPRISED OF EQUITY SECURITIES OR
SECURIT IES GIVING ACCESS TO SHARE CAPITAL; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE A LL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXP IRES AT THE END OF 26 MONTHS
E.17 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management
ONE OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD,
SECURITIES GIVING RIGHT TO THE ALLOCATION OF
DEBT SECURITIES; T HE NOMINAL VALUE OF SECURITIES
TO BE ISSUED SHALL NOT EXCEED EUR 2,000,000,000
.00, THIS AMOUNT IS INDEPENDENT OF THE AMOUNT
SET FORTH IN RESOLUTION NUMBER 1 1 AND 12; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AT THE END OF 26 MONT HS
E.18 APPROVE THAT THE OVERALL NOMINAL AMOUNT PERTAINING Management
TO THE CAPITAL INCREASE OUT WITH THE USE OF THE
DELEGATIONS GIVEN BY RESOLUTIONS NUMBER 11 AND
12 SHALL N OT EXCEED EUR 150,000,000.00; THE
ISSUE OF DEBT SECURITIES TO BE CARRIED OUT W
ITH THE USE OF THE DELEGATION GIVEN BY RESOLUTION
NUMBER 11 AND 12 SHALL NOT E XCEED EUR 2,000,000,000.00
E.19 AUTHORIZE THE COMPANY OR THE COMPANIES WHICH Management
OWN, DIRECTLY OR INDIRECTLY OVER HALF OF CASINO,
GUICHARD - PERRACHON S CAPITAL, TO ISSUE SHARES
OR SECURITIES GIVING RIGHT TO THE ALLOCATION
OF THE COMPANY S EXISTING SHARES; AUTHORITY
EX PIRES AT THE END OF 26 MONTHS
O.20 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management
OR SECURITIES GIVING ACCESS T O THE COMPANY S
SHARE CAPITAL, IN CONSIDERATION FOR SECURITIES
TENDERED IN A P UBLIC EXCHANGE OFFER INITIATED
BY THE COMPANY CONCERNING THE SHARES OF ANOTHER
COMPANY; THE NOMINAL VALUE OF SECURITIES ISSUED
SHALL NOT EXCEED EUR 150,000, 000.00; IF THEY
REPRESENT A SHARE OF THE CAPITAL AND EUR 2,000,000,000.00
IF T HEY ARE DEBT SECURITIES; AUTHORIZE THE BOARD
OF DIRECTORS, IN ORDER TO ALLOW T HE SECURITIES
HOLDERS TO EXERCISE THEIR RIGHT TO THE ALLOCATION
OF COMPANY S N EW SHARES, TO INCREASE THE SHARE
CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 15
0,000,000.00; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY
S EMPLOYEES WH O ARE MEMBERS OF A COMPANY SAVINGS
PLAN; FOR A TOTAL NUMBER OF ORDINARY SHARES TO
BE ISSUED WHICH SHALL NOT EXCEED 5% OF THE TOTAL
NUMBER OF SHARES IN THE C OMPANY; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND AC COMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.22 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEE S OR THE OFFICERS OF THE COMPANY
AND ITS SUBSIDIARIES, PROVIDED THAT THEY SHAL
L NOT REPRESENT MORE THAN 2% OF THE SHARE CAPITAL;
AUTHORIZE THE BOARD OF DIRE CTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
38 MONTHS
E.23 ACKNOWLEDGE THE AMALGAMATION - MERGER PROJECT Management
AS PER THE PRIVATE DEED SIGNED O N 18 APR 2005
OF NOCEDEL BY CASINO, GUICHARD-PERRACHON DATED
26 MAY 2005; APPR OVE ALL THE TERMS OF THE PROJECT
AND THE VALUATION OF THE CONTRIBUTIONS, NOTES
THAT THIS AMALGAMATION - MERGER SHALL BE COMPLETED
ON 26 MAY 2005 AND THAT , THE FIRM NOCEDEL SHALL
BE DISSOLVED WITHOUT LIQUIDATION; APPROVE THE
RATIO OF EXCHANGE OF 10 CASINO, GUICHARD - PERRACHON
SHARES FOR 1 NOCEDEL SHARE; IN CON SIDERATION
FOR THIS CONTRIBUTION, CASINO, GUICHARD - PERRACHON
WILL ISSUE 30 S HARES OF EUR 1.53 EACH, FOR AN
AGGREGATE AMOUNT OF EUR 45.90, WITH A MERGER
PR EMIUM OF EUR 2,380.74 THESES SHARES SHALL
BE ALLOTTED TO THE SHAREHOLDERS OF T HE FIRM
NOCEDEL; THE MERGER PREMIUM SHALL BE REGISTERED
IN A SPECIAL ACCOUNTIN THE BALANCE SHEET LIABILITIES
OF CASINO, GUICHARD - PERRACHON AND SHALL RECEI
VE ANY ALLOCATION DECIDED BY THE SHAREHOLDERS
E.24 ACKNOWLEDGE THE AMALGAMATION - MERGER PROJECT Management
AS PER THE PRIVATE DEED SIGNED O N 18 APR 2005
OF KAMILI BY CASINO, GUICHARD - PERRACHON DATED
26 MAY 2005; APP ROVE THE TERMS OF THIS PROJECT
AND THE VALUATION OF THE CONTRIBUTIONS; NOTES
T HAT THIS AMALGAMATION - MERGER SHALL BE COMPLETED
ON 26 MAY 2005 AND THAT CONS EQUENTLY, THE FIRM
KAMILI SHALL BE DISSOLVED WITHOUT LIQUIDATION;
APPROVE THE RATIO OF EXCHANGE OF 25 CASINO, GUICHARD
- PERRACHON SHARES FOR 1 KAMILI SHARE S, IN CONSIDERATION
FOR THIS CONTRIBUTION, CASINO, GUICHARD - PERRACHON
WILL I SSUE 25 SHARES OF EUR 1.53 EACH, FOR AN
AGGREGATE AMOUNT OF EUR 38.25 WITH THE MERGER
PREMIUM OF EUR 1,505.98; THSES SHARES SHALL BE
ALLOTTED TO THE SHAREHO LDERS OF THE FIRM KAMILI;
THE MERGER PREMIUM SHALL BE REGISTERED IN A SPECIAL
ACCOUNT IN THE BALANCE SHEET LIABILITIES OF CASINO
GUICHARD - PERRACHON AND SH ALL RECEIVE ANY ALLOCATION
DECIDED BY THE SHAREHOLDERS
E.25 APPROVE THAT, PURSUANT TO THE ADOPTION OF RESOLUTION Management
NUMBERED E.23 AND E.24, T HE CAPITAL WILL BE
INCREASED OF EUR 84.15 THROUGH THE CREATION OF
55 SHARES OF A PAR VALUE OF EUR 1.53 AND CONSEQUENTLY,
AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS:
ARTICLE 6 CAPITAL STOCK THE SHARE CAPITAL IS
SET AT EUR 166,167, 216.72 AND IS DIVIDED INTO
108,606,024 SHARES, OF A PAR VALUE OF EUR 1.53
EACH AND FULLY PAID IN 93,477,468 ARE ORDINARY
SHARES AND 15,128,556 ARE SHARES W ITH PREFERRED
DIVIDEND WITH NO VOTING RIGHT
O.26 APPROVE TO BRING THE ARTICLES OF ASSOCIATION Management
INTO CONFORMITY WITH THE NEW PROV ISIONS RESULTING
FROM THE ORDER NUMBER 2004-604 OF 24 JUN 2004
CONCERNING THE SECURITIES REFORM AND AMEND ARTICLES
OF ASSOCIATION NUMBER 7 CAPITAL INCREAS E ;
NUMBER 9 PAYING UP OF SHARES ; NUMBER 10 OWNERSHIP
AND FORM OF SHARES-TR ANSFERS ; NUMBER11 IDENTIFICATION
OF THE SHAREHOLDERS ; AND NUMBER 30 EGM
E.27 AUTHORIZE THE BOARD OF DIRECTORS THE POWER TO Management
ISSUE BONDS AND DEBT SECURITIES AND CANCEL THE
SEVENTH HYPHEN OF THE FIRST PARAGRAPH OF ARTICLE
OF ASSOCIATION NUMBERED 29 RELATING TO THE POWERS
OF THE OGM
- -----------------------------------------------------------------------------------------------------------------------------
COOKSON GROUP PLC AGM Meeting Date: 05/26/2005
Issuer: G24108204 ISIN: GB0031852618
SEDOL: 3185261, B02S874
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For
ACCOUNTS OF THE COMPANY FO R THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For
3. RE-ELECT MR. G.C. COZZANI AS A DIRECTOR OF THE Management For
COMPANY
4. RE-ELECT MR. B.W. PERRY AS A DIRECTOR OF THE COMPANY Management For
5. RE-ELECT MR. D.H. MILLARD AS A DIRECTOR OF THE Management For
COMPANY
6. ELECT MR. N.R. SALMON AS A DIRECTOR OF THE COMPANY Management For
7. ELECT MR. J.P. OOSTERVELD AS A DIRECTOR OF THE Management For
COMPANY
8. ELECT MR. J.G. SUSSENS AS A DIRECTOR OF THE COMPANY Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For
COMPANY TO HOLD OFFICE FROM TH E CONCLUSION OF
THE MEETING UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING O F THE COMPANY AT WHICH ACCOUNTS
ARE LAID
10. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 9 ABOVE, TO DETE RMINE THE AUDITOR
S REMUNERATION
11. APPROVE TO RENEW THE AUTHORITY CONFERRED BY PARAGRAPH Management For
9.2 OF THE ARTICLE 9 OF THE COMPANY S ARTICLES
OF ASSOCIATION FOR THE PERIOD ENDING ON THE DATE
OF THE COMPANY S AGM IN 2006 OR 25 AUG 2006,
WHICHEVER IS THE EARLIER, AND FOR SUCH PERIOD
THE SECTION 80 AMOUNT SHALL BE GBP 6,322,066
S.12 APPROVE TO RENEW THE AUTHORITY CONFERRED BY PARAGRAPH Management For
9.3 OF THE ARTICLE 9 OF THE COMPANY S ARTICLES
OF ASSOCIATION FOR THE PERIOD ENDING ON THE DATE
OF THE COMPANY S AGM IN 2006 OR 25 AUG 2006,
WHICHEVER IS THE EARLIER, AND FOR SUCH PERIOD
THE SECTION 89 AMOUNT SHALL BE GBP 948,310
S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 6 Management For
OF THE ARTICLES OF ASSOCIATION AN D FOR THE PURPOSE
OF SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PUR CHASES SECTION 163 OF THE SAID
ACT , SUBJECT TO RESOLUTION 15 BECOMING WHOLLY
UNCONDITIONAL AND EFFECTIVE, OF UP TO MAXIMUM
NUMBER OF 18,966,197 ORDINARY S HARES OF 10P
AT A MINIMUM PRICE OF 10P EACH IN THE CAPITAL
OF THE COMPANY OR I F RESOLUTION 15 DOES NOT
BECOME WHOLLY UNCONDITIONAL AND EFFECTIVE, 189,661,97
8 ORDINARY SHARES OF 1P AT A MINIMUM PRICE OF
1P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHAN GE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER ON THE DATE OF AGM OR 25 AUG 2006
; THE COMPANY, BEFORE THE EXPIRY , MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTE D WHOLLY OR PARTLY AFTER SUCH
EXPIRY
14. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For
347C OF THE COMPANIES ACT 19 85 TO: A) TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING
GBP 50 ,000 IN TOTAL; AND B) TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 50,0 00 IN TOTAL,
DURING THE PERIOD FROM THE DATE OF THIS RESOLUTION
TO THE DATE AT THE AGM IN 2006 OR 25 AUG 2006
15. AUTHORIZE THE COMPANY, SUBJECT TO AND CONDITIONAL Management For
UPON ADMISSION OF THE NEW OR DINARY SHARES TO
THE OFFICIAL LIST OF THE UNITED KINGDOM LISTING
AUTHORITY AND TO TRADING ON THE LONDON STOCK
EXCHANGE BECOMING EFFECTIVE, ALL OF THE ORDINA
RY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY
THE ORDINARY SHARES WHI CH AT THE CLOSE OF
BUSINESS ON 28 MAY 2005 OR SUCH OTHER TIME AND
DATE AS THE DIRECTORS OF THE COMPANY MAY DETERMINE
: A) IN THE CASE OF ALL ORDINARY SHARE S THAT
ARE UNISSUED, BE CONSOLIDATED INTO NEW ORDINARY
SHARES OF 10P EACH IN T HE CAPITAL OF THE COMPANY
EACH AN UNISSUED NEW ORDINARY SHARE ON THE
BASIS AT 10 ORDINARY SHARES FOR 1 UNISSUED NEW
ORDINARY SHARE, PROVIDED THAT WHERE SUCH CONSOLIDATION
RESULTS IN A FRACTION OF AN UNISSUED NEW ORDINARY
SHARE, TH AT NUMBER OF ORDINARY SHARES WHICH
WOULD OTHERWISE CONSTITUTE SUCH FRACTION SH ALL,
IN ORDER THAT THE NOMINAL VALUE IN POUNDS STERLING
OF THE COMPANY S AUTHO RIZED SHARE CAPITAL IS
A WHOLE NUMBER, BE CANCELLED PURSUANT TO SECTION
121 (2 )(E) OF THE COMPANIES ACT 1985; AND B)
IN THE CASE OF ALL ORDINARY SHARES THAT ARE IN
ISSUE, BE CONSOLIDATED INTO NEW ORDINARY SHARES
OF 10P EACH IN THE CAP ITAL OF THE COMPANY EACH
A NEW ORDINARY SHARE ON THE BASIS OF 10 ORDINARY
SHARES FOR 1 NEW ORDINARY SHARE, PROVIDED THAT,
WHERE SUCH CONSOLIDATION RESUL TS IN ANY MEMBER
BEING ENTITLED TO A FRACTION OF A NEW ORDINARY
SHARE, SUCH FR ACTION SHALL, SO FAR AS POSSIBLE,
BE AGGREGATED WITH THE FRACTIONS OF A NEW OR
DINARY SHARE TO WHICH OTHER MEMBERS OF THE COMPANY
MAY BE ENTITLED AND THE DIR ECTORS OF THE COMPANY
BE AND ARE HEREBY AUTHORIZED TO SELL OR APPOINT
ANY OTH ER PERSON TO SELL TO ANY PERSON ON BEHALF
OF THE RELEVANT MEMBERS, ALL THE NE W ORDINARY
SHARES REPRESENTING SUCH FRACTIONS AT THE BEST
PRICE REASONABLY OBT AINABLE TO ANY PERSON, AND
TO DISTRIBUTE THE PROCEEDS OF SALE NET OF EXPENSES
IN DUE PROPORTION AMONG THE RELEVANT MEMBERS
ENTITLED THERETO SAVE THAT ANY FRACTION OF A
PENNY WHICH WOULD OTHERWISE BE PAYABLE SHALL
BE ROUNDED UP OR D OWN IN ACCORDANCE WITH THE
USUAL PRACTICE OF THE REGISTRAR OF THE COMPANY
AND THAT ANY DIRECTOR OF THE COMPANY OR ANY
PERSON APPOINTED BY THE DIRECTORS OF THE COMPANY)
SHALL BE AND IS HEREBY AUTHORIZED TO EXECUTE
AN INSTRUMENT OF TR ANSFER IN RESPECT OF SUCH
SHARES ON BEHALF OF THE RELEVANT MEMBERS AND
TO DO A LL ACTS AID THINGS THE DIRECTORS CONSIDER
NECESSARY OR EXPEDIENT TO EFFECT THE TRANSFER
OF SUCH SHARES TO, OR IN ACCORDANCE WITH THE
DIRECTIONS OF, ANY BUYE R OF ANY SUCH SHARES
- -----------------------------------------------------------------------------------------------------------------------------
DAIMARU INC, TOYKO AGM Meeting Date: 05/26/2005
Issuer: J10248102 ISIN: JP3499000002
SEDOL: 6250768
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 4, FINAL JY 5, SPECIAL
JY 0
2 AMEND ARTICLES TO: EXPAND BUSINESS LINES Management For
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
3.3 ELECT DIRECTOR Management For
3.4 ELECT DIRECTOR Management For
3.5 ELECT DIRECTOR Management For
3.6 ELECT DIRECTOR Management For
3.7 ELECT DIRECTOR Management For
4 APPROVE EXECUTIVE STOCK OPTION PLAN Management For
- -----------------------------------------------------------------------------------------------------------------------------
ELAN CORP PLC AGM Meeting Date: 05/26/2005
Issuer: G29539106 ISIN: IE0003072950
SEDOL: 0307295, 4305507, B014WD7, B01ZKK3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2003 TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND AUDITORS THEREON
2. RE-ELECT DR. ALAN GILLESPIE AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES FROM THE BOARD BY ROTATION
3. RE-ELECT MS. ANN MAYNARD GRAY AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES FROM T HE BOARD BY ROTATION
4. RE-ELECT MR. KIERAN MCGOWAN AS A DIRECTOR OF Management For
THE COMPANY, WHO RETIRES FROM THE BOARD BY ROTATION
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
6. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY TO ALLOT A ND ISSUE ALL
RELEVANT SECURITIES SECTION 20 OF THE COMPANIES
(AMENDMENT) ACT 1983 UP TO AN AGGREGATE NOMINAL
AMOUNT EQUAL TO THE AUTHORIZED BUT UNISSUED S
HARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
ON 25 MAY 2010 ; AND THE DIREC TORS MAY ALLOT
AND ISSUE SUCH SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.7 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For
OF RESOLUTION 5 AND PURSUANT T O SECTION 24 OF
THE COMPANIES (AMENDMENT) ACT 1983 TO ALLOT SECURITIES
SECTIO N 23 OF THAT ACT FOR CASH PURSUANT TO
THE AUTHORITY CONFERRED BY THE SAID RES OLUTION
6 AS IF SUB-SECTION (L) OF THE SAID SECTION 23
DID NOT APPLY TO ANY SU CH ALLOTMENT PROVIDED
THAT THE POWER CONFERRED BY THIS RESOLUTION;
AUTHORITY EXPIRES EARLIER AT THE CLOSE OF BUSINESS
DATE OF THE NEXT AGM OF THE COMPANY O R 25 AUG
2005 ; AND (II) THE AMOUNT OF SUCH ALLOTMENT
SHALL NOT EXCEED 40 MILL ION SHARES; 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 E XPIRY
S.8 AUTHORIZE THE COMPANY, SUBJECT TO THE PROVISIONS Management For
OF THE COMPANIES ACT, 1990 T HE 1990 ACT AND,
IN PARTICULAR, PART XL THEREOF, THE COMPANY AND/OR
ANY SUBSI DIARY SECTION 155 OF THE COMPANIES
ACT, 1963 OF THE COMPANY TO MAKE MARKET P URCHASES
SECTION 212 OF THE 1990 ACT OF SHARES OF ANY
CLASS OF THE COMPANY SHARES ON SUCH TERMS AND
CONDITIONS AND IN SUCH MANNER AS THE DIRECTORS
MAY F ROM TIME TO TIME DETERMINE BUT SUBJECT
TO THE PROVISIONS OF THE 1990 ACT AND T HE FOLLOWING
RESTRICTIONS AND PROVISIONS: A) THE MINIMUM PRICE
WHICH MAY BE PA ID FOR ANY SHARES SHALL BE THE
NOMINAL VALUE THEREOF; B) THE MAXIMUM PRICE WHI
CH MAY BE PAID FOR ANY SHARE RELEVANT SHARE
SHALL BE THE HIGHER OF THE NOMIN AL VALUE THEREOF
AND AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF
THE RELEVANT PR ICES OF THE SHARES OF THE SAME
CLASS AS THE RELEVANT SHARE IN RESPECT OF EACH
OF THE 5 TRADING DAYS IMMEDIATELY PRECEDING THE
DAY ON WHICH THE RELEVANT SHAR E IS PURCHASED;
C) THE AGGREGATE NOMINAL VALUE OF THE SHARES
PURCHASED UNDER T HIS RESOLUTION MUST NOT EXCEED
15% OF THE AGGREGATE NOMINAL VALUE OF THE ISSUE
D SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES
EARLIER AT THE CLOSE OF BUS INESS DATE OF THE
NEXT AGM OF THE COMPANY OR 25 NOV 2005 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.9 APPROVE, SUBJECT TO THE PROVISIONS OF THE COMPANIES Management For
ACT, 1990 THE 1990 ACT I NCLUDING, IN PARTICULAR,
PART XI THEREOF, FOR THE PURPOSES OF SECTION
209 OF T HE 1990 ACT THE RE-ISSUE PRICE RANGE
AT WHICH ANY TREASURY SHARES SECTION 209 FOR
THE TIME BEING HELD BY THE COMPANY MAY BE RE-ISSUED
OFF-MARKET SHALL BE AS FOLLOWS: A) THE MAXIMUM
PRICE AT WHICH A TREASURY SHARE MAY BE RE-ISSUED
OF F-MARKET SHALL BE AN AMOUNT EQUAL TO 120%
OF THE RELEVANT PRICE; AND B) THE MI NIMUM PRICE
AT WHICH A TREASURY SHARE MAY BE RE-ISSUED OFF-MARKET
SHALL BE AN AMOUNT EQUAL TO 95% OF THE RELEVANT
PRICE, PROVIDED THAT NO TREASURY SHARE SHA LL
BE RE-ISSUED AT LESS THAN THE NOMINAL VALUE THEREOF;
AND AUTHORITY EXPIRES EARLIER AT THE CLOSE OF
BUSINESS DATE OF THE NEXT AGM OF THE COMPANY
OR 25 NO V 2006 , IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 209 OF THE 1990 ACT
- -----------------------------------------------------------------------------------------------------------------------------
ENDESA SA, MADRID OGM Meeting Date: 05/26/2005
Issuer: E41222113 ISIN: ES0130670112
SEDOL: 2615424, 4315368, 5271782, 5285501, 5788806, B0389N6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
27 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. EXAMINATION AND APPROVAL, AS THE CASE MAY BE, Management For
OF THE ANNUAL ACCOUNTS (BALANCE SHEET, INCOME
STATEMENT AND ANNUAL REPORT) AND OF THE MANAGEMENT
REPORT OF THE COMPANY AND ITS CONSOLIDATED GROUP,
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2 004,
AS WELL AS OF THE CORPORATE MANAGEMENT DURING
SAID FISCAL YEAR. TO APPRO VE THE ANNUAL ACCOUNTS
(BALANCE SHEET, INCOME STATEMENT AND ANNUAL REPORT)
OF THE COMPANY AND ITS CONSOLIDATED GROUP FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004, AS
WELL AS THE CORPORATE MANAGEMENT FOR THE SAID
FISCAL YEAR.
2. APPLICATION OF FISCAL YEAR EARNINGS AND DIVIDEND Management For
DISTRIBUTION. TO APPROVE THE APPLICATION OF
THE FISCAL YEAR EARNINGS AND DIVIDEND DISTRIBUTION
PROPOSED BY THE BOARD OF DIRECTORS, IN SUCH A
MANNER THAT THE PROFIT FOR FISCAL YEAR 2004 ,
AMOUNTING TO 841,108,763.37 EUROS, TOGETHER WITH
THE RETAINED EARNINGS FROM FISCAL YEAR 2003,
AMOUNTING TO 153,426,415.62 EUROS, AND WHICH
ADD UP TO A TOT AL OF 994,535,178.99 EUROS, IS
DISTRIBUTED AS FOLLOWS: - TO DIVIDEND (MAXIMUM
AMOUNT TO BE DISTRIBUTED PERTAINING TO 0.7382
EUROS/SHARE FOR ALL 1,058,752,11 7 SHARES) 781,570,812.77
EUROS - TO RETAINED EARNINGS 212,964,366.22 EUROS
TOT AL 994,535,178.99 EUROS IT IS EXPRESSLY RESOLVED
TO PAY THE SHARES ENTITLED TO DIVIDENDS, THE
GROSS SUM OF 0.738 EUROS PER SHARE. THE DIVIDEND
PAYMENT SHALL BE MADE AS FROM JULY 1, 2005, THROUGH
THE BANKS AND FINANCIAL INSTITUTIONS TO BE ANNOUNCED
AT THE APPROPRIATE TIME, DEDUCTING FROM THE AMOUNT
THEREOF THE G ROSS SUM OF 0.272 EUROS PER SHARE,
PAID AS AN INTERIM DIVIDEND ON JANUARY 3, 2 005
BY VIRTUE OF A RESOLUTION OF THE BOARD OF DIRECTORS
DATED OCTOBER 26, 2004 .
3. APPOINTMENT OF AUDITORS FOR THE COMPANY AND ITS Management For
CONSOLIDATED GROUP. TO APPOIN T AS AUDITORS
FOR FISCAL YEAR 2005 THE PRESENT EXTERNAL AUDITOR
DELOITTE S.L., FOR BOTH ENDESA, S.A. AS WELL
AS FOR ITS CONSOLIDATED GROUP. TO CONTRACT WITH
THE SAID COMPANY THE EXTERNAL AUDIT OF THE ACCOUNTS
OF ENDESA, S.A. AND OF IT S CONSOLIDATED GROUP,
FOR FISCAL YEAR 2005, DELEGATING TO THE BOARD
OF DIRECTO RS, IN THE BROADEST TERMS, THE DETERMINATION
OF THE FURTHER CONDITIONS OF THIS CONTRACTING.
4. AUTHORIZATION FOR THE COMPANY AND ITS SUBSIDIARIES Management For
TO BE ABLE TO ACQUIRE TREAS URY STOCK IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE 75 AND ADDITIONAL
PROVI SION ONE OF THE SPANISH CORPORATIONS LAW
( LEY DE SOCIEDADES ANONIMAS ). TO RE VOKE AND
MAKE VOID, AS TO THE UNUSED PORTION, THE AUTHORIZATION
FOR THE DERIVA TIVE ACQUISITION OF TREASURY STOCK,
GRANTED BY THE ANNUAL GENERAL SHAREHOLDERS MEETING
HELD ON APRIL 2, 2004. TO ONCE AGAIN AUTHORIZE
THE DERIVATIVE ACQUIS ITION OF TREASURY STOCK,
AS WELL AS THE PRE-EMPTIVE RIGHTS OF FIRST REFUSAL
IN RESPECT THERETO, IN ACCORDANCE WITH ARTICLE
75 OF THE SPANISH CORPORATIONS LA W ( LEY DE
SOCIEDADES ANONIMAS ), UNDER THE FOLLOWING CONDITIONS:
A) ACQUISITI ONS MAY BE MADE THROUGH ANY MEANS
LEGALLY ACCEPTED, EITHER DIRECTLY BY ENDESA,
S.A. ITSELF, BY THE COMPANIES OF ITS GROUP, OR
BY AN INTERMEDIARY PERSON, UP TO THE MAXIMUM
FIGURE PERMITTED BY LAW. B) ACQUISITIONS SHALL
BE MADE AT A MIN IMUM PRICE PER SHARE OF THE
PAR VALUE AND A MAXIMUM EQUAL TO THEIR TRADING
VAL UE PLUS AN ADDITIONAL 5%. C) THE DURATION
OF THIS AUTHORIZATION SHALL BE 18 MO NTHS.
5. DELEGATION TO THE BOARD OF DIRECTORS OF THE AUTHORITY Management For
TO RESOLVE A SHARE CAPIT AL INCREASE, UP TO THE
MAXIMUM PROVIDED BY LAW, WITH THE POSSIBILITY
OF EXCLUD ING THE PRE-EMPTIVE RIGHT OF FIRST
REFUSAL. TO EMPOWER THE BOARD OF DIRECTORS, AS
AMPLY AS IS LEGALLY NECESSARY IN ORDER THAT,
IN ACCORDANCE WITH THE PROVIS IONS OF ARTICLE
153.1.B) OF THE SPANISH CORPORATIONS LAW ( LEY
DE SOCIEDADES A NONIMAS ), IT MAY INCREASE THE
SHARE CAPITAL, IN ONE OR MORE TIMES, AND AT ANY
TIME PRIOR TO FIVE YEARS FROM THE DATE OF THIS
GENERAL MEETING LAPSING, IN TH E MAXIMUM AMOUNT
OF 635,251,270.20 EUROS, EQUIVALENT TO 50% OF
THE FIGURE OF S HARE CAPITAL AS AT THE DATE HEREOF,
THROUGH THE ISSUANCE OF NEW SHARES - VOTIN G
OR NON-VOTING, CALLABLE OR NON-CALLABLE - THE
CONSIDERATION FOR THE NEW SHAR ES TO BE ISSUED
CONSISTING OF MONETARY CONTRIBUTIONS, WITH THE
POWER TO SET TH E TERMS AND CONDITIONS OF THE
CAPITAL INCREASE AND THE CHARACTERISTICS OF THE
SHARES - WITHIN THE LIMITS APPLICABLE BY LAW
AND BY THE BYLAWS - AS WELL AS TO FREELY OFFER
THE NEW UNSUBSCRIBED SHARES WITHIN A PERIOD OR
PERIODS OF PREFER RED SUBSCRIPTION, AND TO ESTABLISH
THAT, IN CASE OF INCOMPLETE SUBSCRIPTION, T HE
CAPITAL WILL BE INCREASED ONLY BY THE AMOUNT
OF SUBSCRIPTIONS MADE. FURTHER MORE, THE BOARD
OF DIRECTORS IS EMPOWERED TO EXCLUDE THE PRE-EMPTIVE
RIGHT OF FIRST REFUSAL IN THE TERMS OF ARTICLE
159 OF THE SPANISH CORPORATIONS LAW ( LE Y DE
SOCIEDADES ANONIMAS ) AND TO APPLY FOR ADMISSION
TO TRADING OF THE NEW SH ARES TO BE ISSUED ON
THE STOCK EXCHANGES.
6. DELEGATION TO THE BOARD OF DIRECTORS FOR A PERIOD Management For
OF FIVE YEARS OF THE AUTHORI TY TO ISSUE SIMPLE,
NON-CONVERTIBLE BONDS, PREFERENCE SHARES, PROMISSORY
NOTES AND OTHER FIXED INCOME SECURITIES OF AN
ANALOGOUS NATURE AND TO GUARANTEE THO SE ISSUED
BY SUBSIDIARY COMPANIES, AS WELL AS TO RESOLVE
THE APPLICATION FOR A DMISSION TO TRADING OF
THE SECURITIES ISSUED ON SECONDARY MARKETS. TO
DELEGATE TO THE BOARD OF DIRECTORS, IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE 319 O F THE MERCANTILE
REGISTRY REGULATIONS AND THE GENERAL SCHEME FOR
BOND ISSUES, AND WITH EXPRESS POWERS OF SUBSTITUTION
IN THE EXECUTIVE COMMITTEE, THE AUTHOR ITY TO
ISSUE SECURITIES IN ACCORDANCE WITH THE FOLLOWING
CONDITIONS: 1. THE SE CURITIES ISSUED MAY BE
SIMPLE, NON-CONVERTIBLE BONDS, PREFERENCE SHARES,
PROMI SSORY NOTES AND OTHER FIXED INCOME SECURITIES.
2. THE ISSUANCE THEREOF MAY BE CARRIED OUT ON
ONE OR MORE OCCASIONS WITHIN THE MAXIMUM PERIOD
OF FIVE (5) YEA RS FROM THE DATE OF ADOPTION
OF THIS RESOLUTION. 3. THE DELEGATION TO ISSUE
TH E AFOREMENTIONED SECURITIES SHALL EXTEND TO
SETTING THE VARIOUS ASPECTS AND CO NDITIONS OF
EACH ISSUE (FACE OR PAR VALUE, TYPE OF ISSUE,
REDEMPTION PRICE, IN TEREST RATE, REDEMPTION,
ISSUE GUARANTEES, ADMISSION TO TRADING, ETC.).
THE DE LEGATION TO ISSUE SECURITIES GRANTED BY
THE ANNUAL GENERAL SHAREHOLDERS MEETI NG OF
MAY 10, 2002 IS HERETOFORE MADE NULL AND VOID.
TO APPLY FOR ADMISSION TO TRADING ON OFFICIAL
OR UNOFFICIAL SECONDARY MARKETS, WHETHER OR NOT
ORGANIZED , WHETHER DOMESTIC OR FOREIGN, OF THE
BONDS OR OTHER SECURITIES TO BE ISSUED B Y ENDESA
S.A. BY VIRTUE OF THIS DELEGATION, EMPOWERING
THE BOARD, WITH EXPRESS AUTHORIZATION FOR SUBSTITUTION
IN FAVOR OF THE EXECUTIVE COMMITTEE, TO CARRY
OUT THE NECESSARY FORMALITIES AND ACTIONS FOR
THE ADMISSION TO TRADING BEFORE THE COMPETENT
BODIES OF THE VARIOUS DOMESTIC OR FOREIGN SECURITIES
MARKETS. TO AUTHORIZE THE BOARD OF DIRECTORS,
WITH EXPRESS AUTHORIZATION FOR SUBSTITUTION IN
FAVOR OF THE EXECUTIVE COMMITTEE, TO GRANT GUARANTEES
ON THE ABOVE SECURIT IES ISSUES, CARRIED OUT
BY COMPANIES BELONGING TO THE COMPANY S CONSOLIDATION
GROUP. FOR THE PURPOSE OF THE PROVISIONS OF ARTICLE
27 OF THE SECURITIES EXCHA NGE REGULATIONS, IT
IS HEREBY EXPRESSLY STATED FOR THE RECORD THAT,
IN THE EVE NT THAT THE DELISTING OF THE SECURITIES
ISSUED BY VIRTUE OF THIS DELEGATION IS SUBSEQUENTLY
APPLIED FOR, THE LATTER SHALL BE ADOPTED WITH
THE SAME FORMALITI ES AS REFERRED TO IN THE SAID
ARTICLE AND, IN SUCH CASE, THE INTEREST OF THE
S HAREHOLDERS OR BONDHOLDERS WHO OBJECT TO OR
DO NOT VOTE FOR THE RESOLUTION SHA LL BE GUARANTEED,
COMPLYING WITH THE REQUISITES ESTABLISHED BY
THE SPANISH COR PORATIONS LAW ( LEY DE SOCIEDADES
ANONIMAS ) AND ANCILLARY PROVISIONS, ALL OF WHICH
IN ACCORDANCE WITH THE PROVISIONS OF THE SAID
SECURITIES EXCHANGE REGULA TIONS, THE SECURITIES
MARKET ACT AND PROVISIONS IMPLEMENTING SAME.
7. RE-ELECTION OF DIRECTORS. NOTE: THE PROPOSAL Management For
FOR RE-ELECTION OF DIRECTORS SHAL L BE ADOPTED
BY THE BOARD OF DIRECTORS, SUBJECT TO A REPORT
BY THE APPOINTMENT S AND REMUNERATION COMMITTEE,
PRIOR TO HOLDING THE GENERAL MEETING.
8. APPOINTMENT OF DIRECTORS NOTE: THE PROPOSAL FOR Management For
APPOINTMENT OF DIRECTORS SHALL BE ADOPTED BY
THE BOARD OF DIRECTORS, SUBJECT TO A REPORT BY
THE APPOINTMENTS AND REMUNERATION COMMITTEE PRIOR
TO HOLDING THE GENERAL MEETING.
9. AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE Management For
EXECUTION, IMPLEMENTATION AND CORRECTION, AS
THE CASE MAY BE, OF THE RESOLUTIONS ADOPTED BY
THE GENERAL MEET ING, AS WELL AS TO SUBSTITUTE
THE AUTHORITIES IT RECEIVES FROM THE GENERAL
MEE TING, AND GRANTING OF AUTHORITIES FOR PROCESSING
THE SAID RESOLUTIONS AS A PUB LIC INSTRUMENT.
1. TO DELEGATE TO THE COMPANY S BOARD OF DIRECTORS
THE BROADE ST AUTHORITIES TO ADOPT SUCH RESOLUTIONS
AS MAY BE NECESSARY OR APPROPRIATE FO R THE EXECUTION,
IMPLEMENTATION, EFFECTIVENESS AND SUCCESSFUL
CONCLUSION OF TH E GENERAL MEETING RESOLUTIONS
AND, IN PARTICULAR, FOR THE FOLLOWING ACTS, WITH
OUT LIMITATION: (I) CLARIFY, SPECIFY AND COMPLETE
THE RESOLUTIONS OF THIS GENE RAL MEETING AND
RESOLVE SUCH DOUBTS OR ASPECTS AS ARE PRESENTED,
REMEDYING AND COMPLETING SUCH DEFECTS OR OMISSIONS
AS MAY PREVENT OR IMPAIR THE EFFECTIVENE SS OR
REGISTRATION OF THE PERTINENT RESOLUTIONS; (II)
EXECUTE SUCH PUBLIC AND/ OR PRIVATE DOCUMENTS
AND CARRY OUT SUCH ACTS, LEGAL BUSINESSES, CONTRACTS,
DEC LARATIONS AND TRANSACTIONS AS MAY BE NECESSARY
OR APPROPRIATE FOR THE EXECUTIO N AND IMPLEMENTATION
OF THE RESOLUTIONS ADOPTED AT THIS GENERAL MEETING;
AND ( III) DELEGATE, IN TURN, TO THE EXECUTIVE
COMMITTEE OR TO ONE OR MORE DIRECTORS , WHO MAY
ACT SEVERALLY AND INDISTINCTLY, THE POWERS CONFERRED
IN THE PRECEDIN G PARAGRAPHS. 2. TO EMPOWER THE
CHAIRMAN OF THE BOARD OF DIRECTORS, MR. MANUEL
PIZARRO MORENO, THE CHIEF EXECUTIVE OFFICER (CEO)
MR. RAFAEL MIRANDA ROBREDO AND THE SECRETARY
OF THE BOARD OF DIRECTORS AND SECRETARY GENERAL
MR. SALVADOR MONTEJO VELILLA, IN ORDER THAT,
ANY OF THEM, INDISTINCTLY, MAY: (I) CARRY OUT
SUCH ACTS, LEGAL BUSINESSES, CONTRACTS AND TRANSACTIONS
AS MAY BE APPROPRIATE IN ORDER TO REGISTER THE
PRECEDING RESOLUTIONS WITH THE MERCANTILE REGISTRY,
INCLUDING, IN PARTICULAR, INTER ALIA, THE POWERS
TO APPEAR BEFORE A NOTARY PUB LIC IN ORDER TO
EXECUTE THE PUBLIC DEEDS OR NOTARIAL RECORDS
WHICH ARE NECESSA RY OR APPROPRIATE FOR SUCH
PURPOSE, TO PUBLISH THE PERTINENT LEGAL NOTICES
AND FORMALIZE ANY OTHER PUBLIC OR PRIVATE DOCUMENTS
WHICH MAY BE NECESSARY OR APP ROPRIATE FOR THE
REGISTRATION OF SUCH RESOLUTIONS, WITH THE EXPRESS
POWER TO R EMEDY THEM, WITHOUT ALTERING THEIR
NATURE, SCOPE OR MEANING; AND (II) APPEAR B EFORE
THE COMPETENT ADMINISTRATIVE AUTHORITIES, IN
PARTICULAR, THE MINISTRIES OF ECONOMY AND FINANCE
AND INDUSTRY, TOURISM AND COMMERCE, AS WELL AS
BEFORE O THER AUTHORITIES, ADMINISTRATIONS AND
INSTITUTIONS, ESPECIALLY THE SPANISH SEC URITIES
MARKET COMMISSION ( COMISION NACIONAL DEL MERCADO
DE VALORES ), THE SE CURITIES EXCHANGE GOVERNING
COMPANIES AND ANY OTHER WHICH MAY BE COMPETENT
IN RELATION TO ANY OF THE RESOLUTIONS ADOPTED,
IN ORDER TO CARRY OUT THE NECESSAR Y FORMALITIES
AND ACTIONS FOR THE MOST COMPLETE IMPLEMENTATION
AND EFFECTIVENE SS THEREOF.
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting Non-Vote Proposal
CONCERNING UNION FENOS, S.A. CAN ALSO BE VIEWED
ON THE COMPANY S WEBSITE: HTTP://WWW.ENDESA.ES.
PLEASE ALSO NO TE THAT THE VOTING PREMIUM IS
0,02 CENTS OF A EURO PER SHARE. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA AGM 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 THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID: 213014 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED A ND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU
* 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 AS OF 31 DEC Management
2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL STATEMENT
AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE
EXTERNAL AUDITORS
2. APPROVE THE ALLOCATION OF EARNINGS Management
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management
4. APPROVE THE DISPOSAL OF OWN SHARES IN SERVICE Management
OF A STOCK OPTION PLAN TO THE MA NAGERS OF THE
GROUP
5. APPROVE THE NUMBER OF THE MEMBERS OF THE BOARD Management
OF DIRECTORS
6. APPROVE TO ESTABLISH THE DURATION OF THE BOARD Management
OF DIRECTORS
7. APPOINT THE BOARD OF DIRECTORS Management
8. APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management
9. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management
OF DIRECTORS
10. APPOINT THE INTERNAL AUDITORS Management
11. APPOINT THE CHAIRMAN OF BOARD OF AUDITORS Management
12. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management
OF AUDITORS AND THE STATUTORY AU DITORS
- -----------------------------------------------------------------------------------------------------------------------------
ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES AGM Meeting Date: 05/26/2005
Issuer: B33432129 ISIN: BE0003562700 BLOCKING
SEDOL: 4262118, 7044119, B02PQL5
- -----------------------------------------------------------------------------------------------------------------------------
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
1. RECEIVE THE BOARD OF DIRECTORS FOR 2004 Management
2. RECEIVE THE STATUTORY AUDITOR FOR 2005 Management
3. APPROVE TO COMMUNICATE THE CONSOLIDATED ANNUAL Management
REPORT FOR 2004
4. APPROVE THE CORPORATE GOVERNANCE Management
5. APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management
6. DISCHARGE THE BOARD OF DIRECTORS Management
7. DISCHARGE THE STATUTORY AUDITOR Management
8. APPOINT THE DIRECTORS Management
9. ACKNOWLEDGE THE INDEPENDENCE DIRECTORS Management
10. APPROVE TO RE-NEW THE MANDATE OF THE STATUTORY Management
AUDITOR FOR A PERIOD OF 3 YEARS
11. APPROVE THE STOCK OPTION PLAN Management
12. GRANT AUTHORITY TO ALLOW BENEFICIARIES OF THE Management
STOCK OPTION PLAN TO ACQUIRE PRE MATURELY SHARES
IN THE EVENT OF CHANGE OF CONTROL OVER THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES EGM Meeting Date: 05/26/2005
Issuer: B33432129 ISIN: BE0003562700 BLOCKING
SEDOL: 4262118, 7044119, B02PQL5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
227221 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.
* 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.
I.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting
ON THE RENEWAL OF ITS POWERS WITH RESPECT TO
THE AUTHORIZED CAPITAL IN THE CASE OF A PUBLIC
TAKE-OVER BID PURSU ANT TO ARTICLE 604 OF THE
BELGIAN COMPANY CODE
I.2 APPROVE TO RENEW THE POWERS GIVEN TO THE BOARD Management
OF DIRECTORS TO INCREASE THE SH ARE CAPITAL OF
THE COMPANY AFTER IT HAS RECEIVED NOTICE OF A
PUBLIC TAKE-OVER BID RELATING TO THE COMPANY;
IN SUCH A CASE THE BOARD OF DIRECTORS IS EXPRESSL
Y AUTHORIZED TO LIMIT OR REVOKE THE PREFERENTIAL
RIGHT OF THE SHAREHOLDERS, EV EN IN FAVOR OF
SPECIFIC PERSONS; AUTHORITY EXPIRES AT THE END
OF 3 YEARS ; AN D AMEND ARTICLE 9 A OF THE ARTICLES
OF ASSOCIATION BY REPLACING THE LAST INDEN T
WITH NEW TEXT AS SPECIFIED
II.1 APPROVE I) TO RENEW THE POWERS GIVEN TO THE BOARD Management
OF DIRECTORS TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY FOR A PERIOD OF 3 YEARS FROM THE
DATE OF THE PU BLICATION OF THIS AUTHORIZATION
AS SPECIFIED WHEN SUCH ACQUISITION OR TRANSFER
IS NECESSARY IN ORDER TO PREVENT SERIOUS AND
IMMINENT DAMAGE TO THE COMPANY A ND II) AUTHORIZE
THE DIRECT SUBSIDIARIES OF THE COMPANY, FOR THE
SAME PERIOD, TO ACQUIRE AND TRANSFER SHARES OF
THE COMPANY, AS SUCH SUBSIDIARIES ARE DEFINE
D BY LEGAL PROVISIONS ON THE ACQUISITION OF SHARES
OF THE PARENT COMPANY BY IT S SUBSIDIARIES; AND
AMEND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION
BY REPLACI NG THE 2ND AND 3RD INDENTS WITH THE
NEW TEXT AS SPECIFIED
II.2 AUTHORIZE THE BOARD OF DIRECTORS I) TO ACQUIRE Management
SHARES OF THE COMPANY FOR A PER IOD OF 18 MONTHS
AND II) AUTHORIZE THE SAME PERIOD DIRECT SUBSIDIARIES
OF THE COMPANY, TO ACQUIRE SHARES OF THE COMPANY,
AS SUCH SUBSIDIARIES ARE DEFINED BY THE LEGAL
PROVISIONS OF THE ACQUISITION OF SHARES OF THE
PARENT COMPANY BY IT S SUBSIDIARIES; AND AMEND
ARTICLE 10 OF THE ARTICLES OF ASSOCIATION BY
REPLACI NG THE LAST INDENT WITH THE NEW TEXT
AS SPECIFIED
III. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE POWER Management
TO SUB-DELEGATE, TO IMPLEMENT THE DECISIONS TAKEN
BY THE EGM OF SHAREHOLDERS, TO CO-ORDINATE THE
TEXT OF TH E ARTICLES OF ASSOCIATION AS A RESULT
OF THE MODIFICATIONS AS SPECIFIED, AND C ARRY
OUT ALL NECESSARY OR USEFUL FORMALITIES TO THAT
EFFECT
* PLEASE NOTE THAT THE MEETING HELD ON 29 APR 2005 Non-Voting
HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 26
MAY 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.
- -----------------------------------------------------------------------------------------------------------------------------
ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES OGM Meeting Date: 05/26/2005
Issuer: B33432129 ISIN: BE0003562700 BLOCKING
SEDOL: 4262118, 7044119, B02PQL5
- -----------------------------------------------------------------------------------------------------------------------------
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
* 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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
221788 DUE TO THE ADDITIONAL RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE MANAGEMENT REPORT OF THE BOARD OF Non-Voting
DIRECTORS ON THE FYE 31 DEC 2004
2. APPROVE THE REPORTS OF THE STATUTORY AUDITORS Non-Voting
ON THE FYE 31 DEC 2004
3. APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS AS OF Non-Voting
31 DEC 2004
4. APPROVE THE INFORMATION ON CORPORATE GOVERNANCE Non-Voting
5. APPROVE THE ANNUAL ACCOUNTS AS OF 31 DEC 2004 Management
INCLUDING THE ALLOCATION OF PROF ITS AND THE
DISTRIBUTION OF A GROSS DIVIDEND OF EUR 1.12
PER SHARE
6. GRANT DISCHARGE OF LIABILITY OF PERSONS WHO SERVED Management
AS DIRECTORS OF DELHAIZE GR OUP SA DURING THE
FYE 31 DEC 2004
7. GRANT DISCHARGE OF LIABILITY OF THE STATUTORY Management
AUDITOR FOR THE FYE 31 DEC 2004
8.1 ACKNOWLEDGE THAT MR. LUC VANSTEENKISTE SATISFIES Non-Voting
THE REQUIREMENT OF INDEPENDEN CEAPPROVE THE RESIGNATION
OF MR. BARON GUI DE VAUCLEROY AS DIRECTOR AS
OF 31 D EC 2004
8.2 APPROVE THE RESIGNATION OF MR. BARON EDGAR-CHARLES Non-Voting
DE COOMAN D HERLINCKHOVE AS DIRECTOR AS OF 31
DEC 2004
8.3 APPROVE THE RESIGNATION OF MR. FRANS VREYS AS Non-Voting
DIRECTOR WITH EFFECT AT THE END OF THIS MEETING
8.4 APPROVE TO RENEW THE MANDATE OF MR. COUNT ARNOUD Management
DE PRET ROOSE DE CALESBERG AS A DIRECTOR FOR
A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END
OF OGM AND APP ROVE THE ANNUAL ACCOUNTS RELATING
TO THE FY 2007
8.5 APPOINT MR. LUC VANSTEENKISTE AS A DIRECTOR FOR Management
A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END
OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING
TO THE FY 20 07
8.6 APPOINT MR. JACQUES DE VANCLEROY AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS THAT WI LL EXPIRE AT
THE END OF OGM AND APPROVE THE ANNUAL ACCOUNTS
RELATING TO THE FY 2007
8.7 APPOINT MR. HUGH G. FARRINGTON AS A DIRECTOR Management
FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING
TO THE FY 2 007
9.1 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management
2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND
INDENT OF THE BELGIAN COMPANY CODE TO RENEW THE
MANDATE OF MR. COUNT DE PRET ROOSE DE CALESV
ERG AS AN INDEPENDENT DIRECTOR PURSUANT TO THE
CRITERIA OF THE BELGIAN COMPANY CODE
9.2 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management
2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND
INDENT OF THE BELGIAN COMPANY CODE, TO APPOINT
MR. LUC VANSTEENKISTE AS A INDEPENDENT DIRECT
OR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY
CODE FOR A PERIOD OF 3 YEAR S THAT WILL EXPIRE
AT THE END OF OGM
9.3 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management
2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND
INDENT OF THE BELGIAN COMPANY CODE, TO APPOINT
MR. JACQUES DE VANCLEROY AS AN INDEPENDENT DI
RECTOR PURSUANT TO THE CRITERIA OF THE BELGIAN
COMPANY CODE FOR A PERIOD OF 3 YEARS THAT WILL
EXPIRE AT THE END OF OGM
9.4 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management
2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE
SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND
INDENT OF THE BELGIAN COMPANY CODE, TO APPOINT
MR. HUGH G. FARRINGTON AS A INDEPENDENT DIREC
TOR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY
CODE FOR A PERIOD OF 3 YEA RS THAT WILL EXPIRE
AT THE END OF OGM
10. APPROVE: TO RENEW THE MANDATE OF DELOITTE & TOUCHE Management
REVISEURS D ENTERPRISES, AS A STATUTORY AUDITOR
FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE
END OF OG M; THE ANNUAL ACCOUNTS RELATING TO
THE FY 2007; AND THE YEARLY AUDIT FEES OF T HE
STATUTORY AUDITOR AMOUNTING TO EUR 634,450
11. APPROVE STOCK OPTION PLAN THAT DELHAIZE GROUP Management
SA INTENDS TO LAUNCH ON THE COUR SE OF 2005,
TO EXTEND THAT THE STOCK OPTION PLAN COULD ENTITLE
EXECUTIVE MANAG ERS OF DELHAIZE GROUP TO ACQUIRE
EXISTING ORDINARY SHARES OF DELHAIZE GROUP SA
12. APPROVE, PURSUANT TO ARTICLE 556 OF THE BELGIAN Management
COMPANY CODE: I)ANY PROVISION GRANTING TO THE
BENEFICIARIES OF STOCK OPTIONS ON SHARES OF THE
COMPANY THE RI GHT TO ACQUIRE PREMATURELY SHARES
OF THE COMPANY IN THE EVENT OF A CHANGE OF C
ONTROL OVER THE COMPANY, AS PROVIDED IN THE STOCK
OPTION PLAN THAT THE COMPANY INTENTS TO LAUNCH
IN THE COURSE OF 2005 AND IN ANY AGREEMENT ENTERED
BETWEEN THE COMPANY AND BENEFICIARIES AS SPECIFIED;
AND II) ANY PROVISION ENTITLING TH E PARTICIPANTS
TO THE PERFORMANCE CASH PLAN LAUNCHED BY THE
COMPANY IN 2003 TO RECEIVE THE FULL CASH PAYMENT
WITH RESPECT TO ANY OUTSTANDING GRANT IN THE
EV ENT OF A CHANGE OF CONTROL OVER THE COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
FAMILYMART CO LTD AGM Meeting Date: 05/26/2005
Issuer: J13398102 ISIN: JP3802600001
SEDOL: 5753729, 6331276, B05PBH3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS: FINAL DIVIDEND Management For
JY 19
2.1 ELECT A DIRECTOR Management For
2.2 ELECT A DIRECTOR Management For
2.3 ELECT A DIRECTOR Management For
2.4 ELECT A DIRECTOR Management For
2.5 ELECT A DIRECTOR Management For
2.6 ELECT A DIRECTOR Management For
2.7 ELECT A DIRECTOR Management For
2.8 ELECT A DIRECTOR Management For
2.9 ELECT A DIRECTOR Management For
2.10 ELECT A DIRECTOR Management For
2.11 ELECT A DIRECTOR Management For
2.12 ELECT A DIRECTOR Management For
2.13 ELECT A DIRECTOR Management For
- -----------------------------------------------------------------------------------------------------------------------------
FRIENDS PROVIDENT PLC AGM Meeting Date: 05/26/2005
Issuer: G6083W109 ISIN: GB0030559776
SEDOL: 3055977, B02SZ28
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT AND ACCOUNTS FOR Management For
THE YE 31 DEC 2004 AND THE AUDI TORS REPORT
ON THOSE ACCOUNTS
2. DECLARE A FINAL DIVIDEND OF 5.0 PENCE FOR EACH Management For
ORDINARY SHARE
3. ELECT MR. ADRIAN MONTAGUE AS A DIRECTOR OF THE Management For
COMPANY
4.a RE-ELECT MR. ALISON CARNWATH AS A DIRECTOR OF Management For
THE COMPANY
4.b RE-ELECT MR. HOWARD CARTER AS A DIRECTOR OF THE Management For
COMPANY
5. RE-ELECT MRS. LADY JUDGE AS A DIRECTOR OF THE Management For
COMPANY
6. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For
FOR THE YE 31 DEC 2004
7. APPROVE THE FRIENDS PROVIDENT PLC DEFERRED BONUS Management For
PLAN 2005 PLAN AND AUTHORIZ E THE DIRECTORS
TO DO ALL SUCH THINGS AS MAY BE NECESSARY OR
DESIRABLE TO CARR Y THE PLAN INTO EFFECT
8. AMEND THE RULES OF THE LONG TERM INCENTIVE PLAN Management For
9. AMEND THE RULES OF THE EXECUTIVE SHARE OPTION Management For
SCHEME
10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR UNTIL Management For
NEXT YEAR S AGM
11. AUTHORIZE THE DIRECTORS TO SET THE FEES PAID Management For
TO THE AUDITOR
12. AUTHORIZE THE DIRECTORS TO ALLOT SHARES. Management For
S.13 AUTHORIZE THE DIRECTORS TO DISAPPLY PRE-EMPTION Management For
RIGHTS
S.14 AUTHORIZE THE COMPANY TO BUY BACK ITS OWN ORDINARY Management For
SHARES
S.15 AMEND ARTICLE 140 OF THE COMPANY S ARTICLES OF Management For
ASSOCIATION
- -----------------------------------------------------------------------------------------------------------------------------
ITO-YOKADO CO LTD AGM Meeting Date: 05/26/2005
Issuer: J25209115 ISIN: JP3142800006
SEDOL: 4468723, 5335149, 6467944, B02H2Y6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 16, FINAL JY 18, SPECIAL
JY 0
2 APPROVE FORMATION OF JOINT HOLDING COMPANY WITH Management For
SEVEN-ELEVEN JAPAN CO. AND DENNY S JAPAN CO.
3 AMEND ARTICLES TO CHANGE RECORD DATE FOR PAYMENT Management For
OF INTERIM DIVIDENDS
4.1 ELECT DIRECTOR Management For
4.2 ELECT DIRECTOR Management For
4.3 ELECT DIRECTOR Management For
4.4 ELECT DIRECTOR Management For
4.5 ELECT DIRECTOR Management For
4.6 ELECT DIRECTOR Management For
4.7 ELECT DIRECTOR Management For
4.8 ELECT DIRECTOR Management For
4.9 ELECT DIRECTOR Management For
4.10 ELECT DIRECTOR Management For
4.11 ELECT DIRECTOR Management For
4.12 ELECT DIRECTOR Management For
4.13 ELECT DIRECTOR Management For
4.14 ELECT DIRECTOR Management For
4.15 ELECT DIRECTOR Management For
4.16 ELECT DIRECTOR Management For
4.17 ELECT DIRECTOR Management For
4.18 ELECT DIRECTOR Management For
5.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
5.2 APPOINT INTERNAL STATUTORY AUDITOR Management For
6 APPROVE RETIREMENT BONUSES FOR DIRECTOR AND STATUTORY Management Against
AUDITOR
- -----------------------------------------------------------------------------------------------------------------------------
KINGSPAN GROUP PLC AGM Meeting Date: 05/26/2005
Issuer: G52654103 ISIN: IE0004927939
SEDOL: 0492793, 4491235, B01ZKZ8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS AND Management For
THE REPORTS OF THE DIRECTORS AN D THE AUDITORS
FOR THE YE 31ST DEC 2004
2. DECLARE A FINAL DIVIDEND Management For
3.a ELECT MR. DAVID BYRNE AS A DIRECTOR Management For
3.b RE-ELECT MR. EUGENE MURTAGH AS A DIRECTOR WHO, Management For
IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPANY, RETIRES BY ROTATION
3.c RE-ELECT MR. RUSSELL SHIELS AS A DIRECTOR WHO, Management For
IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION
OF THE COMPANY, RETIRES BY ROTATION
3.d RE-ELECT MR. PETER WILSON AS A DIRECTOR WHO, Management For
IN ACCORDANCE WITH THE ARTICLES O F ASSOCIATION
OF THE COMPANY, RETIRES BY ROTATION
3.e RE-ELECT MR. EOIN MCCARTHY AS A DIRECTOR Management For
3.f RE-ELECT MR. KEVIN O CONNELL AS A DIRECTOR Management For
4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS FOR THE YE 31 DEC 2005
5. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For
WITHIN THE MEANING OF SEC TION 20 OF THE COMPANIES
(AMENDMENT) ACT, 1983 UP TO AN AMOUNT EQUAL TO
THE AU THORIZED BUT AS YET UNISSUED SHARE CAPITAL
OF THE COMPANY AT THE CLOSE OF BUSI NESS ON THE
DATE OF THE PASSING OF THIS RESOLUTION; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY ; AND THE COMPANY MAY MAKE AN OFFER
OR AGREEMENT BEFORE THE EXPIRY OF THIS AUTHORITY
WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES
TO BE ALLOTTED AFTER THIS AUTHORITY HAS EXPIRED
AND THE DI RECTORS MAY ALLOT RELEVANT SECURITIES
IN PURSUANCE OF ANY SUCH OFFER OR AGREEM ENT
AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED
S.6 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
24 OF THE COMPANIES (AMENDMENT) A CT, 1983, TO
ALLOT EQUITY SECURITIES SECTION 23 OF THE ACT
AND PURSUANT TO T HE AUTHORITY CONFERRED BY
RESOLUTION 5, DISAPPLYING SECTION 23(1) PROVIDED
THA T THIS POWER SHALL BE LIMITED TO: A) THE
ALLOTMENT OF EQUITY SECURITIES IN CON NECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER INVITATION
TO OR IN FAVOR OF THE HOLDERS OF ORDINARY SHARES
OR OTHERWISE; AND B) THE ALLOTMENT OF EQUITY
SE CURITIES UP TO AN AMOUNT EQUAL TO 5% OF THE
AGGREGATE NOMINAL VALUE OF THE COM PANY S ISSUED
ORDINARY SHARE CAPITAL AT THE CLOSE OF BUSINESS
ON THE DATE OF P ASSING OF THIS RESOLUTION;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AG M OF THE COMPANY ; AND THE COMPANY MAY, BEFORE
SUCH EXPIRY, MAKE AN OFFER OR A GREEMENT WHICH
WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE
ALLOTTED AFTER S UCH EXPIRY AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH
OFFER OR AGREEMENT AS IF THE POWER CONFERRED
HEREBY HAD NOT EXPIRED
S.7 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Management For
SECTION 155 OF THE COMPANIES ACT, 1963 OF THE
COMPANY, SUBJECT TO THE PROVISIONS OF THE COMPANIES
ACT, 1990, T O MAKE MARKET PURCHASES SECTION
212 OF THE COMPANIES ACT, 1990 OF SHARES OF
ANY CLASS IN THE COMPANY SHARES ON SUCH TERMS
AND CONDITIONS AND IN SUCH M ANNER AS THE DIRECTORS
MAY DETERMINE FROM TIME TO TIME; PROVIDED THAT
A) THE A GGREGATE NOMINAL VALUE OF THE SHARES
NOT EXCEEDING 10% OF THE AGGREGATE NOMINA L VALUE
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS
AT THE CLOSE OF BUSINESS ON THE DATE OF THE PASSING
OF THIS RESOLUTION; AND B) THE MINIMUM PRICE
WHICH MAY BE PAID FOR ANY SHARE SHALL BE AN AMOUNT
EQUAL TO THE NOMINAL VALUE THERE OF AND C) THE
MAXIMUM PRICE WHICH MAY BE PAID FOR ANY SHARE
A RELEVANT SHARE SHALL BE AN AMOUNT EQUAL TO
105% OF THE AVERAGE OF THE 5 AMOUNTS RESULTING
FROM DETERMINING WHICHEVER OF THE FOLLOWING
(I), (II) OR (III) AS SPECIFIED IN RELATION TO
THE SHARES OF THE SAME CLASS AS THE RELEVANT
SHARE SHALL BE APP ROPRIATE FOR EACH OF THE FIVE
DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE
RELEVANT SHARE IS PURCHASED, AS DETERMINED FROM
THE INFORMATION PUBLISHED IN T HE IRISH STOCK
EXCHANGE DAILY OFFICIAL LIST REPORTING THE BUSINESS
DONE ON EAC H OF THOSE 5 BUSINESS DAYS: I) IF
THERE SHALL BE MORE THAN ONE DEALING REPORTE
D FOR THE DAY, THE AVERAGE OF THE PRICES AT WHICH
SUCH DEALING TOOK PLACE; OR II) IF THERE SHALL
BE ONLY ONE DEALING REPORTED FOR THE DAY, THE
PRICE AT WHIC H SUCH DEALING TOOK PLACE; OR III)
IF THERE SHALL NOT BE ANY DEALING REPORTED FOR
THE DAY, THE AVERAGE OF THE CLOSING BID AND OFFER
PRICES FOR THAT DAY AND IF THERE SHALL BE ONLY
A BID BUT NOT AN OFFER PRICE OR AN OFFER BUT
NOT A B ID PRICE REPORTED, OR IF THERE SHALL
NOT BE ANY BID OR OFFER PRICE REPORTED, FOR ANY
PARTICULAR DAY THEN THAT DAY SHALL NOT COUNT
AS ONE OF THE SAID 5 BUSI NESS DAYS FOR THE PURPOSES
OF DETERMINING THE MAXIMUM PRICE; IF THE MEANS
OF P ROVIDING THE FOREGOING INFORMATION AS TO
DEALINGS AND PRICES BY REFERENCE TO W HICH THE
MAXIMUM PRICE IS TO BE DETERMINED IS ALTERED
OR IS REPLACED BY SOME O THER MEANS, THEN A MAXIMUM
PRICE SHALL BE DETERMINED ON THE BASIS OF THE
EQUIV ALENT INFORMATION PUBLISHED BY THE RELEVANT
AUTHORITY IN RELATION TO DEALINGS ON THE IRISH
STOCK EXCHANGE OR ITS EQUIVALENT; AUTHORITY
EXPIRES AT THE CLOSE OF BUSINESS ON THE EARLIER
OF THE DATE OF THE NEXT AGM OF THE COMPANY OR
26 N OV 2006 ; THE COMPANY OR ANY SUCH SUBSIDIARY
MAY ENTER BEFORE SUCH EXPIRY INTO A CONTRACT
FOR THE PURCHASE OF SHARES WHICH WOULD OR MIGHT
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
AND MAY COMPLETE ANY SUCH CONTRACT AS IF THE
AUTH ORITY CONFERRED HEREBY HAD NOT EXPIRED
S.8 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For
S.7 AS SPECIAL BUSINESS BEFORE T HIS MEETING,
FOR THE PURPOSES OF SECTION 209 OF THE COMPANIES
ACT 1990, THE RE -ISSUE PRICE RANGE AT WHICH
ORDINARY SHARES HAVING A PAR VALUE OF 0.13C IN
THE CAPITAL OF THE COMPANY SHARES HELD AS
TREASURY SHARES SECTION 209 TRE ASURY SHARES
MAY BE RE-ISSUED OFF-MARKET SHALL BE AS FOLLOWS:
A) THE MAXIMUM PRICE AT WHICH A TREASURY SHARE
MAY BE RE-ISSUED OFF-MARKET SHALL BE AN AMOUN
T EQUAL TO 120% OF THE APPROPRIATE PRICE; AND
B) THE MINIMUM PRICE AT WHICH A TREASURY SHARE
MAY BE RE-ISSUED OFF-MARKET SHALL BE AN AMOUNT
EQUAL TO 95% OF THE APPROPRIATE PRICE; AUTHORITY
EXPIRES THE EARLIER OF THE DATE OF THE NEXT AGM
OF THE COMPANY OR 26 NOV 2006
9. TRANSACT ANY OTHER BUSINESS Other For
- -----------------------------------------------------------------------------------------------------------------------------
KINGSPAN GROUP PLC EGM Meeting Date: 05/26/2005
Issuer: G52654103 ISIN: IE0004927939
SEDOL: 0492793, 4491235, B01ZKZ8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE WAIVERS OF OFFER OBLIGATION Management For
- -----------------------------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC EGM Meeting Date: 05/26/2005
Issuer: G75093115 ISIN: GB0007327124
SEDOL: 0732712, 5684313, B01DQ32
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE: A) THE SCHEME OF ARRANGEMENT DATED 26 Management For
APR 2005 IN ITS ORIGINAL FORM O R WITH SUBJECT
TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED
OR IMPOSED BY THE COURT THE SCHEME TO BE MADE
BETWEEN THE COMPANY AND THE SCHEME SHAREH OLDERS
AS DEFINED IN THE SCHEME ; AUTHORIZE THE DIRECTORS
OF THE COMPANY TO T AKE ALL SUCH ACTION AS THEY
MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING
THE SCHEME INTO EFFECT; B) THAT THE ISSUED SHARE
CAPITAL OF THE COMPANY BE RE DUCED BY CANCELING
AND EXTINGUISHING THE SCHEME SHARES AS DEFINED
IN THE SCHE ME ; AUTHORIZE THE COMPANY TO INCREASED
THE SHARE CAPITAL OF ITS FORMER AMOUNT BY THE
CREATION OF SUCH NUMBER OF ORDINARY SHARES AS
DEFINED IN THE SCHEME AS SHALL BE EQUAL TO THE
AGGREGATE NOMINAL AMOUNT OF THE SCHEME SHARES
CANCELL ED PURSUANT TO THE ISSUED SHARE CAPITAL
OF THE COMPANY BE REDUCED BY CANCELING AND EXTINGUISHING
THE SCHEME SHARES; THE COMPANY SHALL APPLY THE
CREDIT ARISI NG IN ITS BOOKS OF ACCOUNT AS A
RESULT OF SUCH REDUCTION OF CAPITAL IN PAYING
UP IN FULL, AT PAR, SUCH ORDINARY SHARES WHICH
SHALL BE ALLOTTED AND ISSUED, C REDITED AS FULLY
PAID, TO NEW RENTOKIL INITIAL AND/OR ITS NOMINEE
OR NOMINEES; AUTHORIZE THE DIRECTORS OF THE COMPANY,
IN SUBSTITUTION FOR ANY EXISTING AUTH ORITY AND
FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES
ACT 1985, TO ALLOT SU CH ORDINARY SHARES PROVIDED
THAT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
18,1 50,000; AUTHORITY EXPIRES ON 31 DEC 2005
; C) TO AMEND THE ARTICLES OF ASSOCI ATION OF
THE COMPANY BY ADOPTION AND INCLUSION OF THE
NEW ARTICLE 154; D) THE NEW RENTOKIL INITIAL
REDUCTION OF CAPITAL AS SPECIFIED; AND E) TO
CHANGE THE N AME OF THE COMPANY TO RENTOKIL INITIAL
1927 PLC
- -----------------------------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC CRT Meeting Date: 05/26/2005
Issuer: G75093115 ISIN: GB0007327124
SEDOL: 0732712, 5684313, B01DQ32
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SCHEME OF ARRANGEMENT TO BE MADE Management For
BETWEEN THE COMPANY AND THE HOLDE RS OF THE SCHEME
SHARES
- -----------------------------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC AGM Meeting Date: 05/26/2005
Issuer: G75093115 ISIN: GB0007327124
SEDOL: 0732712, 5684313, B01DQ32
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS, THE ACCOUNTS Management For
FOR THE YEAR 2004 AND THE IN DEPENDENT AUDITORS
REPORT THEREON
2. APPROVE THE REMUNERATION REPORT Management For
3. DECLARE A DIVIDEND Management For
4.1 RE-ELECT MR. B. D. MCGOWAN AS A DIRECTOR BY ROTATION Management For
4.2 RE-ELECT MR. I. HARLEY AS A DIRECTOR BY ROTATION Management For
5. ELECT MR. D. FLYNN AS A DIRECTOR CHIEF EXECUTIVE Management For
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY TO HOLD O FFICE UNTIL
NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY AND THAT THEIR REMUNERATION
BE DETERMINED BY THE DIRECTORS
S.7 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For
166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET
PURCHASES SECTION 163 OF ORDINARY SHARES OF
1P EACH IN THE CAPITAL OF THE COMPANY PROVIDED
THAT : (I) THE MAXIMUM NUMBER OF ORDINARY SHA
RES WHICH MAY BE PURCHASED IS 79,095,811 (II)
THE MINIMUM PRICE WHICH MAY BE P AID FOR EACH
ORDINARY SHARE EXCLUSIVE OF EXPENSES IS 1P
(III) THE MAXIMUM PR ICE WHICH MAY BE PAID FOR
EACH ORDINARY SHARE IS AN AMOUNT EXCLUSIVE
OF EXP ENSES EQUAL TO 105% OF THE AVERAGE OF
THE MIDDLE MARKET QUOTATIONS FOR AN ORD INARY
SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVE R THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSI
ON OF THE NEXT AGM OF THE COMPANY OR 26 AUG 2006
; THE COMPANY, BEFORE THE EXP IRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXEC UTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
SA D'IETEREN NV, BRUXELLES EGM Meeting Date: 05/26/2005
Issuer: B49343138 ISIN: BE0003669802 BLOCKING
SEDOL: 4247494, B06M139
- -----------------------------------------------------------------------------------------------------------------------------
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 REPRESENTAT IVE AT ADP. THANK YOU.
1.1 APPROVE TO RENEW FOR A PERIOD OF 3 YEARS THE Management
AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS
TO INCREASE THE SHARE CAPITAL IN THE CIRCUMSTANCES
AND ACCORDING THE CLAUSES OF ARTICLE 9BIS, PARAGRAPH
6 OF THE ARTICLES OF ASSOCIATION IN THE CASE
OF A PUBLIC TAKE-OVER BID ON THE COMPANY SHARES,
AND AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY
1.2 APPROVE TO RENEW FOR A PERIOD OF 3 YEARS THE Management
AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS
TO ACQUIRE SHARES OF THE COMPANY PURSUANT TO
ARTICLE 9TER, PARAGR APH 1 OF THE ARTICLES OF
ASSOCIATION IN ORDER TO PREVENT SERIOUS AND IMMINENT
DAMAGE TO THE COMPANY, AND AMEND THE ARTICLES
OF ASSOCIATION OF THE COMPANY
2.1 APPROVE: THE MERGER PROPOSAL PREPARED BY THE Non-Voting
BOARD OF DIRECTORS OF THE MERGING COMPANIES,
IN ACCORDANCE WITH ARTICLE 693 OF THE COMPANY
CODE; THE SPECIAL RE PORT PREPARED BY THE BOARD
OF DIRECTORS OF THE COMPANY IN ACCORDANCE WITH
ARTI CLE 694 OF THE COMPANY CODE; THE REPORT
WITH RESPECT TO THE MERGER PROPOSAL PR EPARED
BY THE STATUTORY AUDITOR IN ACCORDANCE WITH ARTICLE
695 OF THE COMPANY CODE
2.2 APPROVE THE INFORMATION WITH RESPECT TO IMPORTANT Non-Voting
CHANGES TO THE ASSETS AND LI ABILITIES OF THE
COMPANIES TO BE MERGED BETWEEN THE DATE OF THE
MERGER PROPOSA L AND THE DATE OF THE MERGER,
IN ACCORDANCE WITH ARTICLE 696 OF THE COMPANY
CO DE
2.3 APPROVE TO MERGE BY ABSORPTION, IN ACCORDANCE Management
WITH THE SPECIFIED MERGER PROPOS AL, THE TOTAL
ASSETS AND LIABILITIES, WITHOUT EXCEPTION OR
RESERVE, OF THE PUB LIC LIMITED COMPANY S.A.
LEEUWENVELD, THE ABSORBED COMPANY, BY THE PUBLIC
LIMI TED COMPANY S.A. D IETEREN N.V, RECEIVING
COMPANY
2.4 APPROVE, FOLLOWING THE MERGER DECISION, THAT Management
THE INCREASE OF THE SHARE CAPITAL OF THE RECEIVING
COMPANY WITH EUR 25.23 BY ISSUANCE OF ONE NEW
SHARE ENJOYING THE SAME RIGHTS AND ADVANTAGES
AS THE EXISTING SHARES, CONSIDERING IT WILL ON
LY PARTICIPATE IN THE APPROPRIATION OF PROFIT
AS OF THE FY STARTING 01 JAN 200 5 AND IN ACCORDANCE
WITH ARTICLE 703, SECTION 2 OF THE COMPANY CODE
WHICH PROV IDES THAT SHARES OF THE RECEIVING
COMPANY CANNOT BE EXCHANGED FOR SHARES OF TH
E ABSORBED COMPANY HELD BY THE RECEIVING COMPANY
3.1 AMEND, FOLLOWING THE TRANSACTION OF MERGER AS Management
SPECIFIED, ARTICLES 5 AND 6 OF T HE ARTICLES
OF ASSOCIATION
3.2 AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management
WITH THE LOI-PROGRAMME OF 27 DEC 2004 AND THE
BELGIAN COPORATE GOVERNANCE CODE AS FOLLOWS:
1) REPLACE ARTI CLE 25 OF THE ARTICLES OF ASSOCIATION
AS SPECIFIED; 2) REPLACE THE 5TH PARAGRA PH OF
ARTICLE 37 OF THE ARTICLES OF ASSOCIATION AS SPECIFIED
4. AUTHORIZE THE BOARD OF DIRECTORS TO EXECUTE THE Management
RESOLUTIONS
5. AUTHORIZE A CO-WORKER OF THE COMPANY, BERQUIN, Management
OCKERMAN, DECKERS, SPRUYT, VAN DER VORST & DEKEGEL,
NOTAIRES ASSOCIES; SOCIETE CIVILE AYANT LA FORME
D UNE SO CIETE COOPERATIVE A RESPONSABILITE LIMITEE,
TO DRAFT THE CO-ORDINATED TEXT OF THE ARTICLES
OF ASSOCIATION, SIGN AND FILE IT AT THE CLERK
S OFFICE AT THE COM PETENT COMMERCIAL COURT,
IN ACCORDANCE WITH THE CORRESPONDING LEGAL PROVISIONS
- -----------------------------------------------------------------------------------------------------------------------------
SA D'IETEREN NV, BRUXELLES OGM Meeting Date: 05/26/2005
Issuer: B49343138 ISIN: BE0003669802 BLOCKING
SEDOL: 4247494, B06M139
- -----------------------------------------------------------------------------------------------------------------------------
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 REPRESENTAT IVE AT ADP. THANK YOU.
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Non-Voting
ON THE ANNUAL AND CONSOLIDATE D ACCOUNTS FOR
FY 2004; CONSOLIDATED ACCOUNTS FOR FY 2004
2. APPROVE THE ANNUAL ACCOUNTS AND THE APPROPRIATION Management
OF THE RESULT AS AT 31 DEC 2 004
3.1 AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management
ON THE STOCK EXCHANGE, ACCORDING TO THE PROVISIONS
OF THE COMPANY CODE, A MAXIMUM OF 10% OF THE
NUMBER OF SHARE S ISSUED BY THE COMPANY I.E.
A MAXIMUM OF 553,026 SHARES , FOR A VALUE PER
SH ARE OF MINIMUM EUR 1 AND MAXIMUM 10% ABOVE
THE AVERAGE QUOTATION OF THE LAST 1 0 DAYS;
AUTHORITY EXPIRES AT THE DATE OF THE OGM OF 2006
3.2 AUTHORIZE THE SUBSIDIARIES OF THE COMPANY TO Management
PURCHASE AND SELL SHARES OF THE S .A. D IETEREN
N.V., ACCORDING TO THE ARTICLES 627, 628 AND
632 OF THE COMPANY CODE, FOR THE PERIOD AND WITHIN
THE REQUIREMENTS AS SPECIFIED
4.1 APPROVE THE MEASURES TAKEN BY THE COMPANY FOR Non-Voting
THE IMPLEMENTATION OF THE BELGIA N CORPORATE
GOVERNANCE CODE
4.2 AUTHORIZE THE BOARD OF DIRECTORS TO ORGANIZE Management
ANNUAL SHARE OPTION PLANS FOR THE MANAGEMENT
OF THE COMPANY HAVING AT LEAST 3 YEARS OF SERVICE,
EXERCISABLE BET WEEN 01 JAN OF THE THIRD YEAR
FOLLOWING THE DATE OF THE OFFER AND THE EXPIRATI
ON OF THE 10TH YEAR THAT FOLLOWS, EXCLUDING THE
2 MONTH PERIODS PRECEDING THE COMMUNICATION OF
THE ANNUAL AND HALF-YEAR RESULTS, GIVING THE
RIGHT TO PURCHAS E, WITH IMMEDIATE OPTION TO
SELL, EXISTING SHARES OF THE COMPANY AT A PRICE
CO RRESPONDING EITHER TO THE AVERAGE QUOTATION
OF THE 30 BUSINESS DAYS PRECEDING THE OFFER DATE
OR TO THE CLOSING PRICE OF THE BUSINESS DAY PRECEDING
THE OFFER DATE, THE NUMBER OF OFFERED OPTIONS
PER CATEGORY OF MANAGERIAL STAFF AS WELL AS THE
EXERCISE PRICE BEING DETERMINED ON ADVICE OF
THE NOMINATIONS AND REMUNE RATION COMMITTEE
5.1 APPROVE TO BRING THE NUMBER OF DIRECTORS UP TO Management
12
5.2 APPOINT MESSRS. JEAN-PIERRE BIZET, NICOLAS D Management
IETEREN AND OLIVIER PERIER AS THE DIRECTORS FOR
A PERIOD OF 3 YEARS EXPIRING AT THE END OF THE
OGM OF 2008
5.3 APPROVE TO RENEW THE DIRECTORSHIP OF MESSRS. Management
MAURICE PERIER AND GILBERT VAN MA RCKE DE LUMMEN
FOR A PERIOD OF 3 YEARS EXPIRING AT THE END OF
THE OGM OF 2008
5.4 APPOINT SOCIETE DELVAUX, FRONVILLE, SERVAIS ET Management
ASSOCIES, REPRESENTED BY MSSRS. GERARD DELVAUX
AND JEAN-LOUIS SERVAIS, AS THE STATUTORY AUDITOR
FOR A PERIOD OF 3 YEARS EXPIRING AT THE END OF
THE OGM OF 2008, ACCORDING TO THE PROVISIONS
OF ARTICLE 156 OF THE COMPANY CODE, AND SET THEIR
ANNUAL FEE AT EUR 144,000 E XCLUDING VAT FOR
THE CONTROL OF THE STATUTORY AND CONSOLIDATED
ACCOUNTS
6. GRANT DISCHARGE, BY SEPARATE VOTE, TO THE DIRECTORS Management
AND THE STATUTORY AUDITOR FOR CARRYING OUT THEIR
FUNCTIONS IN 2004
- -----------------------------------------------------------------------------------------------------------------------------
SHANGRI-LA ASIA LTD AGM Meeting Date: 05/26/2005
Issuer: G8063F106 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032, B01XWP6
- -----------------------------------------------------------------------------------------------------------------------------
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
31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For
3.i RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For
3.ii RE-ELECT MR. LEE YONG SUN AS A DIRECTOR Management For
3.iii RE-ELECT MR. TOW HENG TAN AS A DIRECTOR Management For
3.iv RE-ELECT MR. YE LONGFEI AS A DIRECTOR Management For
4. APPROVE TO FIX THE DIRECTORS FEES INCLUDING Management For
THE FEES PAYABLE TO THE MEMBERS OF THE AUDIT
AND REMUNERATION COMMITTEES
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For
THE AUDITORS AND AUTHORIZE THE DI RECTORS OF
THE COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management Against
OR AFTER THE END OF THE RELEVAN T PERIOD TO MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH
WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWERS;
THE AGGREGATE NOMINAL AMOUNT OF SHARE CAP ITAL
ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY
TO BE ALLOTTED WHETH ER PURSUANT TO AN OPTION
OR OTHERWISE BY THE DIRECTORS OF THE COMPANY
PURSUAN T TO THE APPROVAL AS SPECIFIED, OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE AS SPECIFIED
, II) THE EXERCISE OF ANY OPTION UNDER ANY SHARE
OPTION SCHEME O R SIMILAR ARRANGEMENT FOR THE
GRANT OR ISSUE TO OPTION HOLDERS OF SHARES IN
TH E COMPANY, III) ANY SCRIP DIVIDEND SCHEME
OR SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT
OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND
ON SHARES OF THE COMPANY IN ACCORDANCE WITH THE
BYE-LAWS OF THE COMPANY, IV) THE EXERCIS E OF
ANY CONVERSION RIGHTS ATTACHING TO THE ZERO COUPON
GUARANTEED CONVERTIBLE BONDS DUE 2009 ISSUED
BY SHANGRI-LA FINANCE LIMITED, AND V) ANY SPECIFIC
AUTH ORITY, SHALL NOT EXCEED 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPIT AL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AN D THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; AUTHORITY EXPIRES THE EARLI ER
OF EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATI ON OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY THE B YE-LAWS OF THE COMPANY OR ANY APPLICABLE
LAWS OF BERMUDA TO BE HELD
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For
THE RELEVANT PERIOD AS SPECIFI ED OF ALL POWERS
OF THE COMPANY TO REPURCHASE ITS OWN SHARES ON
THE STOCK EXC HANGE OF HONG KONG LIMITED THE
HKSE OR ON ANY OTHER STOCK EXCHANGE ON WHICH
THE SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND F UTURES COMMISSION OF
HONG KONG AND THE HKSE FOR THIS PURPOSE OR ON
THE SINGAPO RE EXCHANGE SECURITIES TRADING LIMITED,
SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING
THE LISTING OF SEC URITIES ON THE HKSE OR THAT
OR ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
T O TIME AS THE CASE MAY BE ; THE AGGREGATE
NOMINAL AMOUNT OF SHARES OF THE COM PANY REPURCHASED
BY THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASS ING OF THIS
RESOLUTION AND THE AUTHORITY PURSUANT TO PARAGRAPH
(A) ABOVE SHALL BE LIMITED ACCORDINGLY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF T HE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NE XT AGM OF THE
COMPANY IS REQUIRED BY THE BYE-LAWS OF THE COMPANY
OR ANY APPLIC ABLE LAWS OF BERMUDA TO BE HELD
6.C AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For
UPON THE PASSING OF RESOLU TION NO. 6.B, AND
FOR THE TIME BEING IN FORCE TO EXERCISE THE POWERS
OF THE CO MPANY, TO ALLOT SHARES BE AND IS HEREBY
EXTENDED BY THE ADDITION TO THE AGGREG ATE NOMINAL
AMOUNT OF THE SHARE CAPITAL WHICH MAY BE ALLOTTED
OR AGREED CONDIT IONALLY OR UNCONDITIONALLY TO
BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURS
UANT TO SUCH GENERAL MANDATE OF AN AMOUNT REPRESENTING
THE AGGREGATE NOMINAL A MOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED BY THE COMPANY UNDER
THE AUTHORITY GRANTED BY THE RESOLUTION NO. 6.B,
PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COM PANY IN ISSUE AS AT THE DATE
OF THE PASSING OF THIS RESOLUTION
S.7 AMEND THE BYE-LAWS OF THE COMPANY ADOPTED ON Management For
25 MAY 1993 AND AMENDED UP TO 25 MAY 2004 AS
FOLLOWS: A) BY ADDING THE SPECIFIED NEW BYE-LAW
70A IMMEDIATELY AF TER BYE-LAW 70; B) BY DELETING
THE EXISTING BYE-LAW 99 AND REPLACING IT WITH
T HE SPECIFIED ONE; C) BY ADDING THE SPECIFIED
PARAGRAPH IMMEDIATELY AFTER THE B YE-LAW 100(III)
AND RE-NUMBERING THE BYE-LAW 100(IV) AS BYE-LAW
100(V); D) BY DELETING THE EXISTING BYE-LAW 182
(II) AND ITS SIDE-NOTE IN THEIR ENTIRETY AND
REPLACING THEM WITH THE SPECIFIED ONE
- -----------------------------------------------------------------------------------------------------------------------------
TOHO CO LTD AGM Meeting Date: 05/26/2005
Issuer: J84764117 ISIN: JP3598600009
SEDOL: 5791752, 6895200, B02LSJ5
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 5, FINAL JY 5, SPECIAL
JY 10
2.1 ELECT DIRECTOR Management For
2.2 ELECT DIRECTOR Management For
2.3 ELECT DIRECTOR Management For
2.4 ELECT DIRECTOR Management For
2.5 ELECT DIRECTOR Management For
2.6 ELECT DIRECTOR Management For
2.7 ELECT DIRECTOR Management For
2.8 ELECT DIRECTOR Management For
2.9 ELECT DIRECTOR Management For
2.10 ELECT DIRECTOR Management For
2.11 ELECT DIRECTOR Management For
2.12 ELECT DIRECTOR Management For
3 APPROVE RETIREMENT BONUSES FOR DIRECTORS Management For
- -----------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC AGM Meeting Date: 05/27/2005
Issuer: G4634U169 ISIN: GB0005405286
SEDOL: 0540528, 0560582, 2367543, 4097279, 5722592, 6153221, 6158163, 6165464,
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE ANNUAL ACCOUNTS AND Management For
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2.a RE-ELECT SIR JOHN BOND AS A DIRECTOR Management For
2.b RE-ELECT MR. MR. R.K.F. CHLIEN AS A DIRECTOR Management For
2.c RE-ELECT MR. J.D. COOMBE AS A DIRECTOR Management For
2.d RE-ELECT THE BARONESS DUNN AS A DIRECTOR Management For
2.e RE-ELECT MR. D.J. FLINT AS A DIRECTOR Management For
2.f RE-ELECT MR. J.W.J. HUGHES-HALLETT AS A DIRECTOR Management For
2.g RE-ELECT SIR BRIAN MOFFAT AS A DIRECTOR Management For
2.h RE-ELECT S.W. NEWTON AS A DIRECTOR Management For
2.i RE-ELECT MR. H. SOHMEN AS A DIRECTOR Management For
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR AT REMUNERATION Management For
TO BE DETERMINED BY T HE GROUP AUDIT COMMITTEE
4. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
5. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management For
S.6 APPROVE TO DISAPPLY PRE-EMPTION RIGHTS Management For
7. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN ORDINARY Management For
SHARES
8. AMEND THE HSBC HOLDINGS SAVINGS-RELATED SHARE Management For
OPTION PLAN
9. AMEND THE HSBC HOLDINGS SAVINGS-RELATED SHARE Management For
OPTION PLAN: INTERNATIONAL
10. APPROVE THE HSBC US EMPLOYEE STOCK PLAN US SUB-PLAN Management For
11. APPROVE THE HSBC SHARE PLAN Management For
S.12 AMEND THE ARTICLES OF ASSOCIATION Management For
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting Non-Vote Proposal
IN THE CUT-OFF DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS Y OU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- -----------------------------------------------------------------------------------------------------------------------------
KINGFISHER PLC AGM Meeting Date: 05/27/2005
Issuer: G5256E441 ISIN: GB0033195214
SEDOL: 3319521, 7617328, 7617339, B01DL82
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For
INCLUDING THE CORPORATE GOVERNAN CE REPORT AND
THE FINANCIAL STATEMENTS ANNUAL REPORT AND ACCOUNTS
FOR THE YE 29 JAN 2005, TOGETHER WITH THE REPORT
OF THE AUDITORS
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 29 JAN 2005
3. DECLARE A FINAL DIVIDEND OF 6.8 PENCE ON THE Management For
ORDINARY SHARES FOR PAYMENT ON 03 JUN 2005
4. RE-ELECT MR. PHIL BENTLEY AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION
OF THE COMPANY
5. RE-ELECT DR. GERRY MURPHY AS A DIRECTOR, WHO Management For
RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION
OF THE COMPANY
6. RE-ELECT MR. JOHN NELSON AS A DIRECTOR, WHO RETIRES Management For
IN ACCORDANCE WITH THE ART ICLES OF ASSOCIATION
OF THE COMPANY
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
COMPANY S AUDITORS AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For
FOR ANY EXITING AUTHOR ITY, TO ALLOT RELEVANT
SECURITIES AS DEFINED IN SECTION 80 OF THE COMPANIES
AC T 1985 THE ACT UP TO AN AGGREGATE NOMINAL
VALUE OF THE RELEVANT SECURITIES A LLOTTED UNDER
THIS AUTHORITY SHALL NOT EXCEED GBP 105,980,861;
AUTHORITY EXPI RES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 01 DEC 200
6 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS A UTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTIO N 94(2) TO SECTION 94(3A),
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECT ION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SEC URITIES
I) IN CONNECTION WITH AN ISSUE FOR CASH; II)
FOR CASH WHERE THIS AUTHO RITY SHALL BE LIMITED
IN AGGREGATE TO THE ALLOTMENT OF, OR INVOLVING
EQUITY SH ARE CAPITAL NOT EXCEEDING 5% OF THE
NOMINAL VALUE OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AS AT THE DATE HEREOF; AUTHORITY
EXPIRES THE EARLIER OF THE CO NCLUSION OF THE
AGM OF THE COMPANY OR 01 DEC 2006 ; AND THE DIRECTORS
MAY ALLO T EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 44 Management For
OF THE COMPANY S ARTICLES OF ASS OCIATION AND
SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES
SECTION 163(3) OF UP TO 234,830,336 ORDINARY
SHARES AND THE MINIMUM PRICE SHALL BE THE NOMIN
AL VALUE THEREOF, IN BOTH CASES EXCLUSIVE OF
ADVANCE CORPORATION TAX, IF ANY, PAYABLE TO THE
COMPANY AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 01 DEC 2006 ; THE COMPANY,
BEFORE THE EXPIRY, M AY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
W HOLLY OR PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
LAWSON INC, OSAKA AGM Meeting Date: 05/27/2005
Issuer: J3871L103 ISIN: JP3982100004
SEDOL: 4197771, 6266914, B02HSG0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 35, FINAL JY 35, SPECIAL
JY 0
2 AMEND ARTICLES TO: EXPAND BUSINESS LINES - DECREASE Management For
AUTHORIZED CAPITAL TO REFLECT SHARE REPURCHASE
3.1 ELECT DIRECTOR Management For
3.2 ELECT DIRECTOR Management For
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management Against
5 APPROVE EXECUTIVE STOCK OPTION PLAN Management For
6 APPROVE DEEP DISCOUNT STOCK OPTION PLAN Management For
7 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management Against
STATUTORY AUDITOR, AND SPECIAL PAYMENTS TO CONTINUING
DIRECTORS IN CONNECTION WITH ABOLITION OF RETIREMENT
BONUS SYSTEM
- -----------------------------------------------------------------------------------------------------------------------------
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC AGM Meeting Date: 05/27/2005
Issuer: G8566X133 ISIN: GB0006616899
SEDOL: 0661689, 5688746, B01DQ10
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE 2004 REPORT AND THE ACCOUNTS Management For
2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 2.96P Management For
PER ORDINARY SHARE FOR 2004 A ND THE DIVIDEND
WILL BE PAID ON 02 JUN 2005 TO SHAREHOLDERS WHOSE
NAMES WERE O N THE REGISTER OF MEMBERS OF ROYAL
& SUNALLIANCE AT THE CLOSE OF BUSINESS ON 1 8
MAR 2005
3. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS UNTIL THE CONCLUSION OF THE NEXT YEAR
AGM AND AUTHORIZE THE AUDIT & COMPLIANCE COMMITTEE
TO SET THEIR FEES, IN ACCORDANCE WITH THE NEW
COMBINED CODE
4. RE-APPOINT MR. DAVID PAIGE AS A DIRECTOR Management For
5. APPROVE THE REMUNERATION REPORT CONTAINED IN Management For
THE ANNUAL REPORT AND THE ACCOUNT S FOR 2004
6. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPEN DITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 100,000; AUTHORITY EXPIRES EAR
LIER AT THE CONCLUSION OF THE NEXT AGM OR ON
26 AUG 2006
7. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIE S SECTION 80 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 441,966,663; AUTHORIT
Y EXPIRES EARLIER AT THE CONCLUSION OF THE AGM
OF THE COMPANY NEXT YEAR OR ON 26 AUG 2006 ;
AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SU
CH EXPIRY
S.8 AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For
FOR ANY EXISTING AUTHO RITY, SUBJECT TO THE PASSING
OF RESOLUTION 7, TO ALLOT EQUITY SECURITIES
SECT ION 94 FOR CASH, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: A ) AS DECIDED BY THE DIRECTORS:
I) TO THE HOLDERS OF ORDINARY SHARES OF ROYAL
& SUNALLIANCE IN PROPORTION AS NEARLY AS PRACTICABLE
TO THEIR EXISTING HOLDIN GS AS SHOWN ON THE
REGISTER OF MEMBERS ON ANY DATE SELECTED BY THE
DIRECTORS; AND II) TO THE HOLDERS OF OTHER EQUITY
SECURITIES, IF THIS IS REQUIRED BY THE RIGHTS
ATTACHED TO THOSE SECURITIES, OR IF THE DIRECTORS
DECIDE IT IS APPROPRI ATE, AS PERMITTED BY THE
RIGHTS ATTACHED TO THOSE SECURITIES; B) UP TO
AN AGGR EGATE NOMINAL AMOUNT OF GBP 40,044,999;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 26 AUG 2006
; AND THE DIRECTORS M AY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163 OF THE COMPANIES A CT 1985 OF UP
TO 291,236,359 ORDINARY SHARES, AT A MINIMUM
PRICE OF NOT LESS THAN MINIMUM VALUE CURRENTLY
27.5P FOR EACH ORDINARY SHARES PURCHASED AND
UP TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM TH E LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS ; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMP
ANY OR 26 AUG 2006 ; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PU RCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SU CH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
SEVEN-ELEVEN JAPAN CO LTD AGM Meeting Date: 05/27/2005
Issuer: J71305106 ISIN: JP3423000003
SEDOL: 5686353, 6797179, B02LHF4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For
DIVIDENDS: INTERIM JY 21.5, FINAL JY 21.5, SPECIAL
JY 0
2 APPROVE FORMATION OF JOINT HOLDING COMPANY WITH Management For
ITO-YOKADO CO. AND DENNY S JAPAN CO.
3 AMEND ARTICLES TO CHANGE RECORD DATE FOR PAYMENT Management For
OF INTERIM DIVIDENDS
4.1 ELECT DIRECTOR Management For
4.2 ELECT DIRECTOR Management For
4.3 ELECT DIRECTOR Management For
4.4 ELECT DIRECTOR Management For
4.5 ELECT DIRECTOR Management For
4.6 ELECT DIRECTOR Management For
4.7 ELECT DIRECTOR Management For
4.8 ELECT DIRECTOR Management For
4.9 ELECT DIRECTOR Management For
4.10 ELECT DIRECTOR Management For
4.11 ELECT DIRECTOR Management For
4.12 ELECT DIRECTOR Management For
4.13 ELECT DIRECTOR Management For
4.14 ELECT DIRECTOR Management For
4.15 ELECT DIRECTOR Management For
4.16 ELECT DIRECTOR Management For
5.1 APPOINT INTERNAL STATUTORY AUDITOR Management Against
5.2 APPOINT INTERNAL STATUTORY AUDITOR Management Against
6 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management Against
STATUTORY AUDITOR
- -----------------------------------------------------------------------------------------------------------------------------
REPSOL YPF SA OGM Meeting Date: 05/30/2005
Issuer: E8471S130 ISIN: ES0173516115
SEDOL: 2525095, 5669343, 5669354, B0389R0
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE, IF APPROPRIATE, THE ANNUAL FINANCIAL Management For
STATEMENTS, BALANCE SHEET, PROFI T AND LOSS ACCOUNT
AND THE ANNUAL REPORT, AND THE MANAGEMENT REPORT
OF REPSOL YPF, S.A, OF THE CONSOLIDATED ANNUAL
FINANCIAL STATEMENTS, CONSOLIDATED BALANC E SHEET,
CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE
CONSOLIDATED ANNUAL REPO RT, AND THE CONSOLIDATED
MANAGEMENT REPORT, FOR THE FYE 31 DEC 2004 OF
THE PRO POSAL OF APPLICATION OF ITS EARNINGS
AND OF THE MANAGEMENT BY THE BOARD OF DIR ECTORS
DURING SAID YEAR
2. RECEIVE THE INFORMATION TO THE GENERAL SHAREHOLDERS Management For
MEETING ON THE AMENDMENTS TO THE REGULATIONS
OF THE BOARD OF DIRECTORS
3. AMEND THE CHAPTER II OF THE TITLE IV, RELATED Management For
TO THE BOARD OF DIRECTORS, THE A RTICLE 40 RELATED
TO THE AUDIT, ARTICLE 47 RELATED TO RESOLUTION
OF DISPUTES A ND THE CONSEQUENT REMUNERATION
OF ARTICLE 38 AND THE CONSECUTIVES OF THE ARTIC
LES OF ASSOCIATION
4. APPOINT OR RE-ELECT THE DIRECTORS Management For
5. APPOINT THE ACCOUNTS AUDITOR OF REPSOL YPF, S.A Management For
AND ITS CONSOLIDATED GROUP
6. AUTHORIZE THE BOARD OF DIRECTORS FOR THE DERIVATIVE Management For
ACQUISITION OF SHARES OF R EPSOL YPF, S.A DIRECTLY
OR THROUGH CONTROLLED COMPANIES, WITHIN A PERIOD
OF 18 MONTHS FROM THE RESOLUTION OF THE SHAREHOLDERS
MEETING, LEAVING WITHOUT EFFEC T THE AUTHORIZATION
GRANTED BY THE ORDINARY GENERAL SHAREHOLDERS
MEETING HELD ON 31 MAR 2004
7. AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE THE Management For
INCREASE OF THE CAPITAL STOCK, UP TO THE MAXIMUM
AMOUNT LEGALLY PRESCRIBED, WITH THE POSSIBILITY
OF EXCLUDIN G THE PREEMPTIVE RIGHTS, LEAVING
WITHOUT EFFECT THE 6TH RESOLUTION OF THE GENE
RAL SHAREHOLDERS MEETING HELD ON 21 APR 2002
8. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE DEBENTURES, Management For
BONDS AND ANY OTHER FIXE D RATE SECURITIES OF
ANALOGOUS NATURE, SIMPLES OR EXCHANGEABLES BY
ISSUED SHAR ES OF OTHER COMPANIES, AS WELL AS
PROMISSORY NOTES AND PREFERENCE SHARES, AND TO
GUARANTEE THE ISSUE OF SECURITIES BY THE COMPANIES
WITHIN THE GROUP, LEAVIN G WITHOUT EFFECT, IN
THE PORTION NOT USED, THE 12TH RESOLUTION OF
THE GENERAL SHAREHOLDERS MEETING HELD ON 28 JUN
2000
9. GRANT AUTHORITY TO SUPPLEMENT, DEVELOP, EXECUTE, Management For
RECTIFY OR FORMALIZE THE RESO LUTIONS ADOPTED
BY THE GENERAL SHAREHOLDERS MEETING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
31 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
TECHTRONIC INDUSTRIES CO LTD AGM Meeting Date: 05/30/2005
Issuer: Y8563B159 ISIN: HK0669013440
SEDOL: B0190C7, B01BM83, B031W92
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE STATEMENTS OF ACCOUNTS AND THE REPORTS Management For
OF THE DIRECTORS AND THE AU DITORS FOR THE YE
31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF HKD 12.50 CENTS PER Management Against
SHARE TO SHAREHOLDERS WHOSE NA MES APPEAR ON
THE REGISTER OF MEMBERS OF THE COMPANY ON 17
JUN 2005
3.1 RE-ELECT MR. HORST JULIUS PUDWILL AS A DIRECTOR Management For
AND APPROVE TO FIX HIS REMUNER ATION
3.2 RE-ELECT MR. VINCENT TING KAU CHEUNG AS A DIRECTOR Management For
AND APPROVE TO FIX HIS REMU NERATION
3.3 RE-ELECT MR. CHRISTOPHER PATRICK LANGLEY AS A Management For
DIRECTOR AND APPROVE TO FIX HIS REMUNERATION
3.4 RE-ELECT MR. MANFRED KUHLMANN AS A DIRECTOR AND Management For
APPROVE TO FIX HIS REMUNERATIO N
4. APPOINT THE AUDITORS AND APPROVE TO FIX THEIR Management For
REMUNERATION
5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against
ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AN D OPTIONS INCLUDING BONDS, NOTES,
WARRANTS, DEBENTURES AND SECURITIES CONVERT IBLE
INTO SHARES OF THE COMPANY DURING AND AFTER
THE RELEVANT PERIOD, NOT EXC EEDING THE AGGREGATE
OF A) 20% OF THE AGGREGATE NOMINAL AMOUNT OF
THE ISSUED S HARE CAPITAL OF THE COMPANY IN CASE
OF AN ALLOTMENT AND ISSUE OF SHARES FOR A CONSIDERATION
OTHER THAN CASH; AND B) 10% OF THE AGGREGATE
NOMINAL AMOUNT OF T HE ISSUED SHARE CAPITAL OF
THE COMPANY IN CASE OF AN ALLOTMENT AND ISSUE
OF SH ARES FOR CASH AND ANY SHARES TO BE ALLOTTED
AND ISSUED PURSUANT TO THE APPROVA L IN THIS
RESOLUTION SHALL NOT BE ISSUED AT A DISCOUNT
OF MORE THAN 5% TO THE BENCHMARKED PRICE OF THE
SHARES AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDI NGLY, OTHERWISE THAN PURSUANT TO I) A
RIGHTS ISSUE; OR II) THE EXERCISE OF SUB SCRIPTION
OR CONVERSION RIGHTS UNDER THE TERMS OF ANY WARRANTS
AND SECURITIES; OR III) THE EXERCISE OF ANY SHARE
OPTION SCHEME OR SIMILAR ARRANGEMENT; OR IV )
AN ISSUE OF SHARES BY WAY OF SCRIP DIVIDEND OR
SIMILAR ARRANGEMENT; AUTHORI TY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLE
S OF ASSOCIATION OF THE COMPANY OR ANY APPLICABLE
LAWS
6. 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 EXCHANGE ON WHICH
THE SHARES OF THE COMPANY MAY BE LISTED AN D
RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION
OF HONG KONG AND THE STO CK EXCHANGE ON SHARE
REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND
IN ACCORDAN CE WITH ALL APPLICABLE LAWS AND REGULATIONS,
AT SUCH PRICE AS THE DIRECTORS MA Y AT THEIR
DISCRETION DETERMINE IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REG ULATIONS, NOT EXCEEDING 10% OF THE
AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHAR E
CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE
OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRAT ION OF THE PERIOD WITHIN WHICH
THE NEXT AGM OF THE COMPNAY IS REQUIRED BY THE
ARTICLES OF ASSOCIATION OF THE COMPANY OR ANY
APPLICABLE LAWS
7. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For
5 AND 6, TO ADD THE AGGRE GATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE COM PANY PURSUANT TO RESOLUTION 6, TO
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CA
PITAL OF THE COMPANY THAT MAY BE ALLOTTED OR
AGREED CONDITIONALLY OR UNCONDITI ONALLY TO BE
ALLOTTED BY THE DIRECTORS OF THE COMPANY PURSUANT
AND IN ACCORDAN CE WITH THE RESOLUTION 5
8. APPROVE TO REFRESH THE EXISTING SCHEME MANDATE Management Against
LIMIT IN RESPECT OF THE GRANTIN G OPTIONS TO
SUBSCRIBE FOR SHARES OF THE COMPANY UNDER THE
SHARE OPTION SCHEME ADOPTED BY THE COMPANY ON
28 MAR 2002 THE SHARE OPTION SCHEME , PROVIDED
T HAT TOTAL NUMBER OF SHARES WHICH MAY BE ALLOTTED
AND ISSUED PURSUANT TO THE GR ANT OR EXERCISE
OF THE OPTIONS UNDER THE SHARE OPTION SCHEME
DOES NOT EXCEED 1 0% OF THE SHARES OF THE COMPANY
IN ISSUE THE REFRESHED LIMIT AND SUBJECT
T O THE LISTING COMMITTEE OF THE STOCK EXCHANGE
OF HONG KONG LIMITED GRANTING TH E LISTING OF
AND PERMISSION TO DEAL IN SUCH NUMBERS OF SHARES
TO BE ISSUED PUR SUANT TO THE EXERCISE OF THE
OPTIONS GRANTED UNDER THE REFRESHED LIMIT AND
IN COMPLIANCE WITH THE RULES GOVERNING THE LISTING
OF SECURITIES ON THE STOCK EXC HANGE OF HONG
KONG LIMITED AUTHORIZE THE DIRECTORS OF THE COMPANY
TO GRANT OPT IONS UNDER THE EXISTING SHARE OPTION
SCHEME UP TO THE REFRESHED LIMIT AND ALLO T,
ISSUE AND DEAL WITH THE SHARES TO BE ISSUED PURSUANT
TO THE EXERCISE OF SUC H OPTIONS
- -----------------------------------------------------------------------------------------------------------------------------
TELEFONICA SA OGM Meeting Date: 05/30/2005
Issuer: E90183182 ISIN: ES0178430E18
SEDOL: 0798394, 2608413, 5720972, 5732524, 5736322, 5786930, 6167460, B0389V4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
31 MAY 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE ALSO BE ADVISED THAT AD DITIONAL
INFORMATION CONCERNING TELEFONICA SA CAN ALSO
BE VIEWED ON THE COMP ANY S WEBSITE: HTTP://WWW.TELEFONICA.ES.
THANK YOU.
1. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF TELEFONICA,
S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES,
AS WELL A S THE PROPOSAL FOR THE APPLICATION
OF THE RESULTS OF TELEFONICA, S.A., AND THA T
OF THE MANAGEMENT OF THE COMPANY S BOARD OF DIRECTORS,
ALL FOR THE 2004 FINA NCIAL YEAR.
2. SHAREHOLDER REMUNERATION: A) DISTRIBUTION OF Management For
DIVIDENDS WITH A CHARGE TO THE AD DITIONAL PAID-
IN CAPITAL RESERVE AND B) EXTRAORDINARY NON-CASH
DISTRIBUTION O F ADDITIONAL PAID- IN CAPITAL.
3. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
PROPOSED MERGER OF TELEFONICA, S.A. AND TERRA
NETWORKS, S.A. AND APPROVAL, AS THE MERGER BALANCE
SHEET, OF T ELEFONICA, S.A. S BALANCE SHEET CLOSED
ON DECEMBER 31, 2004. APPROVAL OF MERGE R BETWEEN
TELEFONICA, S.A. AND TERRA NETWORKS, S.A. BY
MEANS OF THE ABSORPTION OF THE LATTER BY THE
FORMER, WITH THE EXTINCTION OF TERRA NETWORKS,
S.A. AND THE EN BLOC TRANSFER OF ALL OF ITS ASSETS
AND LIABILITIES TO TELEFONICA, S.A., WITH THE
PROVISION THAT THE EXCHANGE SHALL BE SATISFIED
THROUGH THE DELIVERY OF TREASURY SHARES OF TELEFONICA
S.A., ALL IN ACCORDANCE WITH THE PROVISIONS O
F THE MERGER PLAN. APPLICATION OF THE SPECIAL
TAX REGIME SET FORTH IN CHAPTER VIII OF TITLE
VII OF THE RESTATED TEXT OF THE CORPORATE INCOME
TAX LAW IN CONN ECTION WITH THE MERGER. ESTABLISHMENT
OF PROCEDURES TO FACILITATE THE EXCHANGE OF SHARES.
DELEGATION OF POWERS.
4. APPOINTMENT OF DIRECTORS. Management For
5. DESIGNATION OF THE ACCOUNTS AUDITOR FOR TELEFONICA, Management For
S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES,
UNDER THE PROVISIONS OF ARTICLE 42 OF THE SPANISH
COMMERCE CODE (CODIGO DE COMERCIO) AND ARTICLE
204 OF THE SPANISH CORPORATIONS ACT (LE Y DE
SOCIEDADES ANONIMAS).
6. AUTHORIZATION FOR THE ACQUISITION OF TREASURY Management For
STOCK, DIRECTLY OR THROUGH GROUP COMPANIES.
7. REDUCTION OF SHARE CAPITAL THROUGH THE AMORTIZING Management For
OF TREASURY STOCK, WITH THE EXCLUSION OF THE
RIGHT TO OPPOSITION BY CREDITORS, THROUGH THE
REDRAFTING OF T HE ARTICLE IN THE BYLAWS THAT
REFERS TO THE SHARE CAPITAL.
8. DELEGATION OF POWERS TO FORMALIZE, CONSTRUE, Management For
CORRECT AND EXECUTE THE RESOLUTIO NS ADOPTED
BY THE ANNUAL GENERAL SHAREHOLDERS MEETING.
- -----------------------------------------------------------------------------------------------------------------------------
WMC RES LTD AGM Meeting Date: 05/30/2005
Issuer: Q9737U106 ISIN: AU000000WMR6
SEDOL: 6571469
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORT AND THE REPORTS Non-Voting Non-Vote Proposal
OF THE DIRECTORS AND OF THE AUDIT OR FOR THE
YE 31 DEC 2004
2.a RE-ELECT MR. TOMMIE C-E. BERGMAN AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
2.b RE-ELECT PROFESSOR ADRIENNE E. CLARKE AC AS A Management For
DIRECTOR, WHO RETIRES IN ACCORDA NCE WITH THE
COMPANY S CONSTITUTION
2.c RE-ELECT MR. DAVID E. MEIKLEJOHN AS A DIRECTOR, Management For
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
- -----------------------------------------------------------------------------------------------------------------------------
FINMECCANICA SPA, ROMA MIX Meeting Date: 05/31/2005
Issuer: T4502J110 ISIN: IT0001407847 BLOCKING
SEDOL: 5848539, 5859951, B020CV2
- -----------------------------------------------------------------------------------------------------------------------------
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
01 JUN 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.
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management
2004; BOARD OF DIRECTORS , INTER NAL AND EXTERNAL
AUDITORS REPORTS
O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS MEMBERS Management
NUMBER
O.3 APPROVE TO INTEGRATE THE PRICEWATERHOUSECOOPERS Management
REMUNERATION FOR THE PROCEDUR ES BASED ON NEW
INTERNATIONAL AUDITING PRINCIPLES
O.4 GRANT AUTHORITY TO BUY AND DISPOSE OF NEW SHARES; Management
APPROVE THE STOCK OPTION PLA N FOR YEARS 2005-2007
E.1 APPROVE THE SHARES GROUPING WITH A RATIO OF 1 Management
NEW ORDINARY SHARE FACE VALUE E UR 4.40 FOR
EVERY 20 ORDINARY SHARES HELD FACE VALUE EUR
0.22
E.2 AMEND ARTICLE 8 OF THE BY-LAW Management
- -----------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP AGM Meeting Date: 05/31/2005
Issuer: X5967A101 ISIN: GRS419003009 BLOCKING
SEDOL: 7107250
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2004 Management
AFTER HEARING THE BOARD OF DI RECTOR S AND AUDITORS
RELEVANT REPORTS
2. APPROVE THE PROFITS APPROPRIATION Management
3. APPROVE THE EXEMPTION OF THE BOARD OF DIRECTORS Management
MEMBERS AND THE AUDITORS FROM ANY LIABILITY
FOR INDEMNITY FOR THE FY 2004
4. ELECT THE CERTIFIED AUDITORS, TWO REGULAR AND Management
TWO SUBSTITUTE, FOR THE FY 2005 AND DETERMINATION
OF THEIR FEES
5. APPROVE THE BOARD OF DIRECTORS REMUNERATION Management
FOR THE FY 2005
6. APPROVE THE BOARD OF DIRECTORS PARTICIPATION Management
IN COMMITTEES AND THE FEES FOR T HE FY 2005
7. RATIFY THE ELECTION OF A MEMBER OF THE BOARD Management
OF DIRECTOR IN REPLACEMENT OF A R ESIGNED MEMBER
8. APPROVE THE CHAIRMAN OF THE BOARD OF DIRECTORS Management
MONTHLY REMUNERATION FROM 22 M AR 2005 TO 31
MAY 2005 AND DETERMINATION OF HIS MONTHLY REMUNERATION
FROM 01 J UN 2005
9. APPROVE THE CONTRACT WITH THE NEW MANAGING DIRECTOR Management
FROM 22 MAR 2005 TO 31 MAY 2005 AND GRANT AUTHORITY
COMPANY S BOARD OF DIRECTOR S IN ORDER TO SIGN
THE A FORESAID CONTRACT
10. AMEND THE PARAGRAPH 11, ARTICLE 5 SHARE CAPITAL Management
SHAREHOLDERS OF THE COMPANY S ARTICLES OF ASSOCIATION
ACCORDING TO ARTICLE 14 PARAGRAPH 1 OF LAW 3336/2005
11. MISCELLANEOUS ANNOUNCEMENTS Other
- -----------------------------------------------------------------------------------------------------------------------------
EURONEXT NV, AMSTERDAM AGM Meeting Date: 06/01/2005
Issuer: N3113K108 ISIN: NL0000241511 BLOCKING
SEDOL: 7153758, 7153769, 7153770
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. OPENING Non-Voting
2. APPOINT A SECRETARY FOR THE MEETING Management
3.a RECEIVE THE REPORT OF THE BOARD OF MANAGEMENT Management
FOR THE FY 2004
3.b APPROVE TO ESTABLISH THE ANNUAL ACCOUNTS Management
3.c APPROVE THE RESERVATION AND DIVIDEND POLICY Management
3.d APPROVE THE DIVIDEND PAYMENT Management
4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management
5. APPOINT AN AUDITOR Management
6. APPROVE THE CORPORATE GOVERNANCE Management
7. APPROVE THE PROFILE OF THE SUPERVISORY BOARD Management
8. APPROVE THE NOTICE OF THE PROPOSED APPOINTMENT Management
BY THE SUPERVISORY BOARD OF A M EMBER OF THE
BOARD OF MANAGEMENT
9. APPROVE THE REMUNERATION POLICY OF THE BOARD Management
OF MANAGEMENT
10. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management
AND THE COMMITTEES OF THE SU PERVISORY BOARD
11. APPROVE THE EURONEXT EXECUTIVE INCENTIVE PLAN Management
12.a AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management
FULLY PAID SHARES OF THE COMPANY
12.b APPROVE TO REDUCE THE ISSUES CAPITAL BY CANCELING Management
ACQUIRED SHARES
12.c AUTHORIZE THE BOARD OF MANAGEMENT, FOR PERIOD Management
OF 18 MONTHS, TO ISSUE SHARES AN D TO GRANT RIGHTS
TO ACQUIRE SHARES
12.d AUTHORIZE THE BOARD OF MANAGEMENT, FOR PERIOD Management
OF 10 MONTHS, TO LIMIT OR EXCLUD E THE PRE-ENDIVE
RIGHT
13. AMEND THE ARTICLES OF ASSOCIATION, INCLUDING Management
THE ABOLISHMENT OF THE STRUCTURE REGIME
14. ANY OTHER BUSINESS Other
15. CLOSURE 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 27 MAY 2005 SHARES CAN BE TRADED THEREAFTER.
THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
GAMESA CORPORACION TECNOLOGICA SA OGM Meeting Date: 06/01/2005
Issuer: E54667113 ISIN: ES0143416115
SEDOL: B01CP21, B01D7H3, B01QLN6
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For
PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS;
THE MANAGEMENT REPORT OF GAMESA CORPORACION TECHNOLOGICAL,
S OCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP,
FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF
DIRECTORS, RESOLUTIONS CONCERNING APPLICATION
OF PROFITS AND DIV IDEND DISTRIBUTION
2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For
THE DERIVATIVE ACQUISITION OF WO N SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
THEN PROCEEDING TO THEIR SALE
3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For
THE FINANCIAL AUDITORS OF THE CO MPANY AND ITS
CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE
42 OF THE CO MMERCIAL CODE AND SECTION 204 OF
THE SPANISH LIMITED COMPANIES CONSOLIDATION A
CT, TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS
4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For
OF DIRECTORS BY MEANS OF CO-OPTAT ION
5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For
DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AS WELL AS FOR THEIR PUBLIC RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC AGM Meeting Date: 06/01/2005
Issuer: G4803W111 ISIN: GB00B03NF665
SEDOL: B03NF66, B0516X2
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For
THE YE 31 DEC 2004, TOGETHER WI TH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4.a APPOINT MR. ANDREW COSSLETT AS A DIRECTOR OF Management For
THE COMPANY
4.b APPOINT MR. DAVID KAPPLER AS A DIRECTOR OF THE Management For
COMPANY
4.c RE-APPOINT MR. ROBERT C. LARSON AS A DIRECTOR Management For
OF THE COMPANY
4.d RE-APPOINT MR. RICHARD HARTAMN AS A DIRECTOR Management For
OF THE COMPANY
4.e RE-APPOINT MR. RALPH KUGLER AS A DIRECTOR OF Management For
THE COMPANY
4.f RE-APPOINT MR. RICHARD SOLOMONS AS A DIRECTOR Management For
OF THE COMPANY
5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For
OF THE COMPANY TO HOLD THE OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE TO BE LAID BEFORE THE COMPANY
6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For
AGREE THE AUDITORS REMUNERATION
7. AUTHORIZE THE COMPANY AND ANY COMPANY THAT IS Management For
OR BECOMES A SUBSIDIARY OF THE C OMPANY DURING
THE PERIOD TO WHICH THE RESOLUTION RELATES, FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT
1985, TO: I MAKE DONATIONS TO EU POLITICAL ORGAN
IZATIONS; OR II INCUR EU POLITICAL EXPENDITURE;
IN AN AGGREGATE AMOUNT NOT EX CEEDING GBP 100,000
DURING THE PERIOD ENDING ON THE DATE OF THE AGM
IN 2006
8. AUTHORIZE THE DIRECTORS, PURSUANT TO, AND IN Management For
ACCORDANCE WITH, SECTION 80 OF TH E COMPANIES
ACT 1985 AND WITHIN THE TERMS OF ARTICLE 13 OF
THE ARTICLES OF ASS OCIATION OF THE COMPANY TO
EXERCISE, UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 225,019,783; AUTHORITY EXPIRES AT THE EARLIER
OF CONCLUSION OF THE NEXT AGM O F THE COMPANY
OR 01 SEP 2006
S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For
ALL PREVIOUS AUTHORITIES, PURSUAN T TO ANY AUTHORITY
FOR THE TIME BEING IN FORCE UNDER SECTION 80
OF THE COMPANI ES ACT 1985, AUTHORITY RELATES
TO THE ALLOTMENT OF EQUITY SECURITES RATHER TH
AN THE SALE OF THE TREASURY SHARES WITH IN THE
TERMS OF ARTICLE 13 OF THE ART ICLES OF ASSOCIATIONS
OF THE COMPANY; DISAPPLYING THE STATUTORY PRE-EMPTION
RI GHTS SECTION 89(1) OF THE COMPANIES ACT :
I) IN CONNECTION WITH A RIGHTS ISSU E; II) AND
IN CONNECTION WITH A RIGHTS ISSUE, UP TO AN AGGREGATE
NOMINAL AMOUN T OF GBP 33,752,967; AUTHORITY
EXPIRES THE EARLIER OF THE NEXT AGM OF THE COM
PANY OR 01 SEP 2006 ; AND THE DIRECTORS MAY MAKE
ALLOTMENTS OF EQUITY SECURITI TES SHALL INCLUDE
A SALE OF TREASURY SHARES
S.10 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For
WITH ARTICLE 10 OF THE COM PANY S ARTICLES OF
ASSOCIATION, TO MAKE MARKET PURCHASES SECTION
163(3) OF TH E COMPANIES ACT 1985 OF UP TO 90,349,461
ORDINARY SHARES OF 112 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 112 PENCE
AND NOT MORE THAN 105% ABOVE AVERAGE OF THE MIDDLE
MARKET QUOTATIONS FOR AN ORDINARY SHARE AS D
ERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT A GM OF THE COMPANY OR 01 SEP 2006 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR P ARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC EGM Meeting Date: 06/01/2005
Issuer: G4803W111 ISIN: GB00B03NF665
SEDOL: B03NF66, B0516X2
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
S.1 APPROVE FOR THE PURPOSE OF GIVING EFFECT TO THE Management For
SCHEME OF ARRANGEMENT DATED 03 MAY 2005, BETWEEN
THE COMPANY AND THE HOLDERS OF ITS SCHEME SHARES
AS DEFINE D IN THE SAID SCHEME , AND FOR THE
IDENTIFICATION SIGNED BY THE CHAIRMAN THERE OF
IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY
MODIFICATION, ADDITION OR CO NDITION APPROVED
OR IMPOSED BY THE COURT (THE SCHEME ): (A) THE
CAPITAL OF TH E COMPANY BE REDUCED BY CANCELLING
AND EXTINGUISHING ALL THE SCHEME SHARES AS DEFINED
IN THE SCHEME ; AND (B) SUBJECT TO AND FORTHWITH
UPON THE SAID REDUCT ION OF CAPITAL TAKING EFFECT
AND NOTWITHSTANDING ANY OTHER PROVISION IN THE
CO MPANY S ARTICLES OF ASSOCIATION: (I) THE CAPITAL
OF THE COMPANY BE INCREASED T O ITS FORMER AMOUNT
BY THE CREATION OF SUCH NUMBER OF ORDINARY SHARES
OF 112 P ENCE EACH ( ORDINARY SHARES ) AS SHALL
BE EQUAL TO THE NUMBER OF SCHEME SHARES CANCELLED
PURSUANT TO PARAGRAPH (A) ABOVE; (II) THE RESERVE
ARISING IN THE BO OKS OF ACCOUNT OF THE COMPANY
AS A RESULT OF THE SAID REDUCTION OF CAPITAL
BE CAPITALIZED AND APPLIED IN PAYING UP IN FULL
AT PAR THE ORDINARY SHARES, SUCH ORDINARY SHARES
TO BE ALLOTTED AND ISSUED CREDITED AS FULLY PAID
TO NEW INTERC ONTINENTAL HOTELS GROUP PLC AND/OR
ITS NOMINEE(S); AND (III) THE DIRECTORS OF THE
COMPANY, GENERALLY AND UNCONDITIONALLY AUTHORITY
FOR THE PURPOSE OF SECTIO N 80 OF THE COMPANIES
ACT 1985, TO ALLOT THE ORDINARY SHARES UP TO
AN AGGREGAT E NOMINAL AMOUNT OF GBP 750,000,000;
AUTHORITY EXPIRES ON 31 DEC 2005 ; THIS AUTHORITY
SHALL BE IN ADDITION AND WITHOUT PREJUDICE TO
ANY OTHER AUTHORITY UN DER THE SAID SECTION 80
PREVIOUSLY GRANTED AND IN FORCE ON THE DATE ON
WHICH T HIS RESOLUTION IS PASSED; WITH EFFECT
FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES
OF ASSOCIATION OF THE COMPANY BE AMENDED BY THE
ADOPTION AND INCLUSI ON OF A NEW ARTICLE 11A
- -----------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC CRT Meeting Date: 06/01/2005
Issuer: G4803W111 ISIN: GB00B03NF665
SEDOL: B03NF66, B0516X2
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. APPROVE A SCHEME OF ARRANGEMENT PROPOSED TO BE Management For
MADE BETWEEN THE COMPANY AND TH E HOLDERS OF
THE SCHEME SHARES
- -----------------------------------------------------------------------------------------------------------------------------
PUBLICIS GROUPE SA MIX Meeting Date: 06/01/2005
Issuer: F7607Z165 ISIN: FR0000130577 BLOCKING
SEDOL: 4380429, 4380548, B030QB9, B043CD1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* 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 REPRESE NTATIVE TO OBTAIN
THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS.
TH E FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL F ORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERE D INTERMEDIARIES,
ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERM EDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A T RADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOU NT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODI AN ADVISES ADP
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROC ESS, 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 CU STODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACT IONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE, Management
THE SUPERVISORY BOARD AND OF IT S CHAIRWOMAN
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE COR PORATE FINANCIAL STATEMENTS AND
THE BALANCE SHEET FOR THE FY 2004, IN THE FORM
PRESENTED TO THE MEETING
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management
FOR THE SAID FY IN THE FORM PRES ENTED TO THE
MEETING, SHOWING PROFITS OF EUR 236,000,000.00
AND A CONSOLIDATED NET INCOME OF EUR 210,000,000.00
o.3 APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE Management
COMMITTEE AND APPROPRIATE THE 200 4 PROFITS OF
EUR 418,107,784.00 AS FOLLOWS: TO THE LEGAL RESERVE
FOR: EUR 1,26 7,112.00; TO THE GLOBAL DIVIDEND
FOR: EUR 58, 641,318.00; CARRY FORWARD ACCOUN
T: EUR 358,199,354.00; THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.3 0 PER SHARE,
AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE;
THIS DIVID END WILL BE PAID ON 05 JUL 2005
o.4 GRANT PERMANENT DISCHARGE TO THE EXECUTIVE COMMITTEE Management
FOR THE PERFORMANCE OF IT S DUTIES DURING THE
SAID FY
o.5 GRANT PERMANENT DISCHARGE TO THE MEMBERS OF THE Management
SUPERVISORY BOARD FOR THE PERF ORMANCE OF THEIR
DUTIES DURING THE SAID FY
o.6 APPROVE TO AWARD TOTAL ANNUAL FEES OF: EUR 5,000.00 Management
TO EACH ONE OF THE SUPERVI SORY BOARD S MEMBER,
FOR EACH ONE OF THE MEETINGS TO WHICH HE, SHE
WILL HAVE A TTENDED, EUR 5,000.00 TO EACH ONE
OF THE MEMBERS OF THE AUDITING COMMITTEE AND
OF THE APPOINTMENT AND REMUNERATION COMMITTEE,
FOR EACH ONE OF THE MEETINGS T O WHICH HE, SHE
WILL HAVE ATTENDED
o.7 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLE L . 225-86 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID
REPORT AND THE AGR EEMENTS REFERRED TO THEREIN
o.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SIMON Management
BADINTER AS MEMBER OF THE SUP ERVISORY BOARD
FOR A PERIOD OF 6 YEARS
o.9 RATIFY THE APPOINTMENT OF MR. TATEO MATAKI AS Management
NEW MEMBER OF THE SUPERVISORY BO ARD
o.10 RENEW THE TERM OF OFFICE OF MAZARS ET GUERARD Management
AS STATUTORY AUDITOR FOR A PERIO D OF 6 YEARS
o.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO BUY BACK Management
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 35.00, M INIMUM SALE PRICE: EUR 8.00, MAXIMUM
NUMBER OF SHARES THAT MAY BE ACQUIRED: 10 % OF
THE SHARE CAPITAL; MAXIMUM AMOUNT LIABLE TO BE
USED FOR SUCH REPURCHASES: EUR 219,000,000.00;
AUTHORITY IS GIVEN FOR 18 MONTHS ; AUTHORIZE
THE EXECUTI VE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES;
THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE UNUSED PORTION TH EREOF AND THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
9 AND GIVE N BY THE GENERAL MEETING OF 08 JUN
2004
o.12 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management
REPLACES, EFFECTIVE IMMEDIATEL Y FOR THE UNUSED
PORTION THEREOF AND THE PERIOD UNUSED, THE DELEGATION
SET FOR TH IN RESOLUTION O.6 AND GIVEN BY THE
GENERAL MEETING OF 09 JAN 2002, TO ISSUE ORDINARY
BONDS OR ANY SIMILAR INSTRUMENTS
o.13 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management
REPLACES, FOR UNUSED PORTION T HEREOF AND THE
PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
O.18 AND GIVEN BY THE COMBINED GENERAL MEETING
OF 08 JUN 2004; AUTHORIZE THE EXECUTIVE COMMITTEE
TO PROCEED IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MA XIMUM NOMINAL AMOUNT OF EUR
40,000,000.00 WITH THE ISSUE, WITH THE SHAREHOLDER
S PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF SHARES, EQUITY SECURITIES OR S ECURITIES GIVING
ACCESS OR WHICH CAN GIVE ACCESS TO THE CAPITAL
OR GIVING RIGH T TO THE ALLOTMENT OF DEBT SECURITIES;
AUTHORITY IS GIVEN FOR 26 MONTHS ; THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED
EUR 900,000,000.00; THIS AMOUNT IS COMMON TO
ALL DEBT SECURITIES, OF WHICH ISSUE IS GRANTED
TO THE EXECUTIVE COMMITTEE; AND AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESS ARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
o.14 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management
REPLACES, FOR THE UNUSED PORTI ON THEREOF AND
THE PERIOD UNUSED, THE DELEGATION SET FORTH IN
RESOLUTION 19 AN D GIVEN BY THE COMBINED GENERAL
MEETING OF 08 JUN 2004; AND AUTHORIZE THE EXEC
UTIVE COMMITTEE TO PROCEED IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, B Y A MAXIMUM NOMINAL AMOUNT
OF EUR 40,000,000.00, WITH THE ISSUE; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS GIVING ACCESS
TO THE CAPITAL OR GIVING RIGHT TO THE ALLOTMENT
OF DEBT INSTRUMENTS; THE NOMINAL VALUE OF SECURITIES
ISSUED SHALL NOT EXCEED EUR 900,000,000.00; AND
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
o.15 AUTHORIZE THE EXECUTIVE COMMITTEE, WITHIN THE Management
LIMIT OF 10% OF THE SHARE CAPITA L PER YEAR,
WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE RIGHTS,
TO PROCEED WITH T HE ISSUE OF ALL COMMON SHARES,
EQUITY SECURITIES OR SECURITIES GIVING OR WHICH
CAN GIVE ACCESS TO THE COMPANY S CAPITAL BY SETTING
THE ISSUE PRICE, ACCORDIN G TO THE MARKET OPPORTUNITIES;
DELEGATE ALL POWERS TO THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management
THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 40,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS OR PREMIUMS, TO BE CAR RIED
OUT THROUGH THE ISSUE AND ALLOTMENT OF BONUS
SHARES; AUTHORITY IS GIVEN FOR 26 MONTHS ; AND
AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY ME ASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
o.17 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management
REPLACES, FOR THE UNUSED PORTI ON THEREOF AND
THE PERIOD UNUSED, THE DELEGATION SET FORTH IN
RESOLUTION 20 AN D GIVEN BY THE COMBINED GENERAL
MEETING OF 08 JUN 2004; AUTHORIZE THE EXECUTIV
E COMMITTEE TO ISSUE SHARES, EQUITY SECURITIES,
OR VARIOUS SECURITIES UP TO A MAMIMUM NOMINAL
VALUE OF EUR 40,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD O F 26 MONTHS
o.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED, Management
WITH THE ISSUE OF SHARES, EQUITY SECURITIES OR
VARIOUS SECURITIES GIVING OR WHICH CAN GIVE ACCESS
TO THE COMPA NY S SHARE CAPITAL, WITHIN THE LIMIT
OF 10% OF THE SHARE CAPITAL IN CONSIDERAT ION
FOR THE CONTRIBUTIONS IN KIND COMPRISED OF EQUITY
SECURITIES OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS
o.19 APPROVE THAT THE EXECUTIVE COMMITTEE MAY DECIDE Management
TO INCREASE THE NUMBER OF SECU RITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITHIN 30
DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD
AND WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE
AND AT THE SAME PRICE AS THE ONE FOR THE INITIAL
ISSUE; AUTHORITY IS GI VEN FOR 26 MONTHS
o.20 AUTHORIZE THE EXECUTIVE COMMITTEE, IN REPLACEMENT Management
OF THE UNUSED PORTION OF THE DELEGATION SET FORTH
IN RESOLUTION 10 AND GIVEN BY THE COMBINED GENERAL
MEETI NG OF 09 JAN 2002, TO TO INCREASE THE SHARE
CAPITAL, NOT EXCEEDING EUR 2,800,0 00.00 IN FAVOR
OF THE COMPANY S EMPLOYEES OR COMPANIES LINKED
TO THE COMPANY, WHO ARE MEMBERS OF COMPANY SAVINGS
PLAN; AUTHORITY IS GIVEN FOR 26 MONTHS
E.21 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management
REPLACES, FOR THE UNISSUED POR TION THEREOF AND
THE PERIOD UNUSED, THE DELEGATION SET FORTH IN
RESOLUTION O.2 2 AND GIVEN BY THE COMBINED GENERAL
MEETING OF 08 JUN 2004; AUTHORIZE THE EXEC UTIVE
COMMITTEE TO GRANT IN ONE OR MORE TRANSACTIONS,
TO EMPLOYEES AS WELL AS TO OFFICERS, OR TO CERTAIN
OF THEM, OF THE COMPANY OR OF THE COMPANIES OR
ECON OMIC INTEREST GROUPING LINKED TO IT, OPTIONS
GIVING THE RIGHT EITHER TO SUBSCR IBE FOR NEW
SHARES IN THE COMPANY TO BE ISSUED THROUGH A
SHARE CAPITAL INCREAS E, 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 SHAL L EXCEED 10% OF
THE SHARE CAPITAL; AUTHORITY IS GIVEN FOR A
PERIOD OF 26 MONT HS
o.22 APPROVE TO SET THE GLOBAL CEILING OF CAPITAL Management
INCREASE WHICH CAN RESULT FROM AL L THE ISSUES
OF SHARES, EQUITY SECURITIES OR VARIOUS SECURITIES,
REALIZED ACCO RDING TO THE DELEGATIONS SET FORTH
IN THE RESOLUTIONS O.13,O.14,O.15,O.16,O.17 ,O.18,O.19,O.20
AND O.23, AT A GLOBAL NOMINAL AMOUNT OF EUR 40,000,000.00
o.23 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management
WITH ALLOCATIONS FREE OF CHARGE O F COMPANY S
EXISTING ORDINARY SHARES OR TO BE ISSUED, IN
FAVOR OF THE CERTAIN EMPLOYEES, OF THE OFFICERS,
PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN
1 0% OF THE SHARE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 38 MONTHS
o.24 APPROVE THAT ALL DELEGATIONS GIVEN TO THE EXECUTIVE Management
COMMITTEE TO ISSUE SHARES OR VARIOUS SECURITIES
ARE CANCELLED WHEN CASH OR STOCK TENDER OFFERS
ARE IN EF FECT FOR THE COMPANY S SHARES, EXCEPT
IF IT DOES NOT REPRESENT A RISK FOR THE PUBLIC
OFFER
o.25 GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management
REDUCE THE SHARE CAPITAL BY CAN CELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PL AN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES N OT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MON THS
o.26 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
- -----------------------------------------------------------------------------------------------------------------------------
GENERAL PROPERTY TRUST AGM Meeting Date: 06/02/2005
Issuer: Q40060107 ISIN: AU000000GPT8
SEDOL: 6365350, 6365866, B06LZH8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting Non-Vote Proposal
1. APPOINT THE AUSTRALIAN DIVERSIFIED FUNDS MANAGEMENT Management For
LIMITED ACN 107 426 504 AS THE NEW RESPONSIBLE
ENTITY OF GENERAL PROPERTY TRUST
2. AUTHORIZE THE AUSTRALIAN DIVERSIFIED FUNDS MANAGEMENT Management For
LIMITED ACN 107 426 504 , SUBJECT TO RESOLUTION
1, TO TAKE ALL STEPS INCLUDING MAKING THE INTEREST-
FREE LOAN OF UP TO AUD 300 MILLION TO PT LIMITED
ACN 004 454 666 , THE TRUSTE E OF GPT MANAGEMENT
COMPANY TRUST TO GIVE EFFECT TO THE INTERNALIZATION
BY ES TABLISHMENT AS SPECIFIED
S.3 AMEND, SUBJECT TO THE APPROVAL OF RESOLUTIONS Management For
1 AND 2, THE CONSTITUTION OF GEN ERAL PROPERTY
TRUST IN ACCORDANCE WITH THE 25TH SUPPLEMENTAL
DEED POLL IN THE FORM TABLED AT THE MEETING AND
SIGNED BY THE CHAIRMAN OF THE MEETING, WITH EFF
ECT FROM THE DATE THE AMENDED CONSTITUTION IS
LODGED WITH THE AUSTRALIAN SECUR ITIES AND INVESTMENT
COMMISSION
S.4 AMEND THE CONSTITUTION FOR ACCOUNTING PURPOSES Management For
OF THE GENERAL PROPERTY TRUST I N ACCORDANCE
WITH THE 26TH SUPPLEMENTAL DEED POLL IN THE FORM
TABLED AT THE ME ETING AND SIGNED BY THE CHAIRMAN
OF THE MEETING, WITH EFFECT FROM THE DATE THE
AMENDED CONSTITUTION IS LODGED WITH AUSTRALIAN
SECURITIES AND INVESTMENT COMM ISSION
- -----------------------------------------------------------------------------------------------------------------------------
MTR CORP LTD AGM Meeting Date: 06/02/2005
Issuer: Y6146T101 ISIN: HK0066009694
SEDOL: 4578387, 6290054, B02W6S3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED STATEMENT OF Management For
ACCOUNTS AND THE REPORTS OF THE D IRECTORS AND
AUDITORS OF THE COMPANY FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For
3.A RE-ELECT PROF. CHEUNG YAU-KAI AS A MEMBER OF Management For
THE BOARD OF DIRECTORS
3.B RE-ELECT MR. EDWARD HO SING-TIN AS A MEMBER OF Management For
THE BOARD OF DIRECTORS
3.C RE-ELECT MR. LO CHUNG-HING AS A MEMBER OF THE Management For
BOARD OF DIRECTORS
4. RE-APPOINT KPMG AS THE AUDITORS OF THE COMPANY Management For
AND AUTHORIZE THE BOARD OF DIRE CTORS TO DETERMINE
THEIR REMUNERATION
5. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT, ISSUE, Management Against
GRANT, DISTRIBUTE AND OTHERW ISE DEAL WITH ADDITIONAL
SHARES, AND MAKE, ISSUE OR GRANT OFFERS, AGREEMENTS,
OPTIONS, WARRANTS AND OTHER SECURITIES WHICH
WILL OR MIGHT REQUIRE SHARES TO B E ALLOTTED,
ISSUED, GRANTED, DISTRIBUTED OR OTHERWISE DEALT
WITH DURING AND AF TER THE RELEVANT PERIOD, NOT
EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE
N OMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF PASSIN G THIS RESOLUTION;
AND THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL
OF THE CO MPANY PURCHASED BY THE COMPANY UP
TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF T HE
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 OPT ION SCHEME OR SIMILAR ARRANGEMENT; OR
III) THE EXERCISE OF SUBSCRIPTION OR CON VERSION
RIGHTS UNDER THE TERMS OF ANY WARRANTS OR SECURITIES;
OR IV) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLU
SION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHI CH THE NEXT AGM IS TO
BE HELD BY THE ARTICLES OF ASSOCIATION OF THE
COMPANY OR BY LAW
6. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management For
SHARES, DURING THE RELEVANT PERIO D, ON THE STOCK
EXCHANGE OF HONG KONG LIMITED STOCK EXCHANGE
OR ANY OTHER ST OCK EXCHANGE ON WHICH THE SHARES
MAY BE LISTED AND WHICH IS RECOGNIZED FOR THI
S PURPOSES BY THE SECURITIES AND FUTURES COMMISSION
AND THE STOCK EXCHANGE, IN ACCORDANCE WITH ALL
WITH ALL APPLICABLE LAWS, INCLUDING THE HONG
KONG CODE ON SHARE REPURCHASES AND THE RULES
GOVERNING THE LISTING OF SECURITIES ON THE ST
OCK EXCHANGE, NOT EXCEEDING 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION;
AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY THE ARTICL ES OF ASSOCIATION OF THE
COMPANY OR BY LAW
7. APPROVE AND AUTHORIZE, CONDITIONAL UPON THE PASSING Management For
OF RESOLUTIONS 5 AND 6, TH E EXERCISE BY THE
BOARD OF DIRECTORS OF THE POWERS REFERRED TO
IN RESOLUTION 5 IN RESPECT OF THE SHARE CAPITAL
OF THE COMPANY REFERRED TO IN RESOLUTION 5
- -----------------------------------------------------------------------------------------------------------------------------
SOLVAY SA, BRUXELLES AGM Meeting Date: 06/02/2005
Issuer: B82095116 ISIN: BE0003470755 BLOCKING
SEDOL: 4821092, 4821100, 4821230, 4821984, 4829557, B02PR12
- -----------------------------------------------------------------------------------------------------------------------------
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. RECEIVE THE MANAGEMENT REPORTS ON THE OPERATIONS Non-Voting
FOR THE 2004 FY, AND THE EXTE RNAL AUDITOR S REPORTS
2. RECEIVE THE REPORT ON CORPORATE GOVERNANCE Non-Voting
3. APPROVE THE ANNUAL ACCOUNTS, THE ALLOCATION OF Management
PROFITS AND THE GROSS DIVIDEND DISTRIBUTION FOR
FULLY-PAID SHARES AT EUR 2.53, OR EUR 1.90 NET
OF BELGIAN WIT HHOLDING TAX; IN VIEW OF THE EUR
0.70 NET BELGIAN WITHHOLDING TAX INTERIM DI
VIDEND PAID ON 13 JAN 2005, THE BALANCE OF THE
DIVIDEND TO BE DISTRIBUTED AMOU NTS TO EUR 1.20
EUR NET OF BELGIAN WITHHOLDING TAX , PAYABLE
AS OF 09 JUN 200 5
4. GRANT DISCHARGE TO THE DIRECTORS AND THE EXTERNAL Management
AUDITOR IN OFFICE DURING THE FY 2004 FOR OPERATIONS
FALLING WITHIN THAT PERIOD
5.a ELECT MR. CHRISTIAN JOURQUIN AS A DIRECTOR Management
5.b ELECT MR. CHRISTIAN DE LAGUICHE AS A DIRECTOR Management
5.c RE-ELECT MR. BARON HUBERT DE WANGEN, MR. CHEVALIER Management
GUY DE SELLIERS DE MORANVIL LE AND DR. UWE-ERNST
BUFE AS THE DIRECTORS FOR A PERIOD OF 4 YEARS
5.d APPROVE TO CONFIRM MR. BARON HUBERT DE WANGEN, Management
MR. CHEVALIER GUY DE SELLIERS D E MORANVILLE
AND DR. UWE-ERNST BUFE AS INDEPENDENT DIRECTORS
WITHIN THE BOARD OF DIRECTORS
5.e APPOINT MR. WHITSON SADLER AS AN INDEPENDENT Management
DIRECTOR WITHIN THE BOARD OF DIRE CTORS
5.f APPROVE THE ADAPTATION OF THE REMUNERATION OF Management
THE DIRECTORS WHICH IS EUR 37,20 0 AND HAS NOT
BEEN CHANGED SINCE 1998 AT THAT TIME BEF 1,500,000
; WITH EFFEC T FROM THE 2005 FY: FIRST, TO ALLOCATE
A FIXED GROSS ANNUAL REMUNERATION OF EU R 35,000
AND TO PAY DIRECTORS ATTENDING BOARD MEETINGS
AN INDIVIDUAL GROSS FEE OF EUR 2,500 PER MEETING;
SECONDLY, TO CONFIRM THE FEE PAYABLE TO MEMBERS
OF THE AUDIT COMMITTEE, NAMELY: EUR 4,000 GROSS
FOR MEMBERS AND EUR 6,000 GROSS F OR THE CHAIRMAN;
FINALLY, TO PAY A FEE TO THE REMUNERATION AND
APPOINTMENTS CO MMITTEES, NAMELY: EUR 2,500 GROSS
PER MEMBER AND EUR 4,000 GROSS FOR THE CHAIR
MEN OF THE SAID COMMITTEES, IT BEING UNDERSTOOD
THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE EXECUTIVE DIRECTORS SHALL NOT RECEIVE SUCH
FEES FOR THE COMMITTEES
6. ANY OTHER BUSINESS Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
SOLVAY SA, BRUXELLES EGM Meeting Date: 06/02/2005
Issuer: B82095116 ISIN: BE0003470755 BLOCKING
SEDOL: 4821092, 4821100, 4821230, 4821984, 4829557, B02PR12
- -----------------------------------------------------------------------------------------------------------------------------
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 REJECTE D. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENT ATIVE AT ADP. THANK YOU.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOT ED 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 ORD ER FOR ADP TO LODGE YOUR VOTE.
1. RECEIVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Non-Voting
2.1 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management
10BIS CONCERNING THE ALLOWED CAP ITAL
2.2 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management
10TER CONCERNING THE PURCHASE AN D TRANSFER OF
OWN CAPITAL
2.3 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management
10 QUARTER CONCERNING THE PURCHA SE OF OWN SHARES
2.4 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management
15 CONCERNING MAXIMUM TERM MANAG EMENT
2.5 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management
19 CONCERNING THE AUDIT COMMITTE E
2.6 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management
34 CONCERNING THE DATE OF THE AG M
2.7 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management
36 CONCERNING THE CONVOCATION FO R THE AGM
* 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 02
JUN 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.
- -----------------------------------------------------------------------------------------------------------------------------
MAN AG, MUENCHEN AGM Meeting Date: 06/03/2005
Issuer: D51716104 ISIN: DE0005937007 BLOCKING
SEDOL: 4546373, 5563520, 5628883
- -----------------------------------------------------------------------------------------------------------------------------
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 GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 154,392,000 AS FO LLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVI DEND OF EUR 1.05 PER PREFERENCE
SHARE EX-DIVIDEND AND PAYABLE DATE: 06 JUN 200
5
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 188,211,200 THROUGH
THE ISS UE OF NEW BEARER NO PAR SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFO RE 02
JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS, EXCEPT FOR THE GRANTING OF SUCH RIGHTS
TO BONDHOLDERS, FOR AN AMOUNT OF UP TO 10% OF
THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF IDENTICAL SHARES, FOR RESIDUAL AMOUNTS, AND
FOR A CAPITAL INC REASE AGAINST PAYMENT IN KIND
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 1,500,000,000 HAVING A TERM
OF UP TO 20 YE ARS AND CONFERRING CONVERTIBLE
OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 02 JUN 2010; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE
ISSUE OF BONDS AT A PRICE NOT MATERIALLY BELOW
THEIR THEORETICA L MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO O THER BOND HOLDERS; THE SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO E UR 76,800,000
THROUGH THE ISSUE OF NEW BEARER NO PAR SHARES,
INSOFAR AS CONVER TIBLE OR OPTION RIGHTS ARE EXERCISED
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management
ACQUIRE ORDINARY AND/OR PREFERENC E SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL,
AT PRICES NOT DEVIA TING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, ON OR BEFORE 02 DEC
20 06; THE SHARES MAY BE SOLD AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE, USED FOR
ACQUISITION PURPOSES OR TO SATISFY EXISTING CONVERTIBLE
OR OPTION RI GHTS, AND RETIRED
8. AMEND THE ARTICLES OF ASSOCIATION REGARDING SHAREHOLDERS Management
WISHING TO ATTEND THE SHAREHOLDER MEETING BEING
REQUIRED TO REGISTER WITHIN THE STATUTORY REGISTRAT
ION PERIOD AND TO PROVIDE EVIDENCE OF THEIR ENTITLEMENT
TO VOTE
9. APPOINT KPMG, MUNICH AS THE AUDITORS FOR THE Management
FY 2005
10.1 ELECT PROFFESOR DR. RER. POL. RENATE KOECHER Management
AS A MEMBER OF THE SUPERVISORY BO ARD
10.2 ELECT MR. MICHAEL BEHRENDT AS A MEMBER OF THE Management
SUPERVISORY BOARD
10.3 ELECT MR. DR. ING. HERBERT H. DEMEL AS A MEMBER Management
OF THE SUPERVISORY BOARD
10.4 ELECT MR. KLAUS EBERHARDT AS A MEMBER OF THE Management
SUPERVISORY BOARD
10.5 ELECT MR. DR. RER NAT HUBERTUS VON GRUENBERG Management
AS A MEMBER OF THE SUPERVISORY BO ARD
10.6 ELECT MR. DR. JUR KARL-LUDWIG KLEY AS A MEMBER Management
OF THE SUPERVISORY BOARD
10.7 ELECT MR. PROF. DR.ING, DR. H.C. MULT, DR.-ING. Management
E.H. MULT. JOACHIM MILBERG AS THE MEMBER S OF
THE SUPERVISORY BOARD
10.8 ELECT MR. DR.-ING. E.H. RUDOLF RUPPRECHT AS A Management
MEMBER OF THE SUPERVISORY BOARD
10.9 ELECT MR. PROF. DR. ING, DR. H.C. EKKEHARD D. Management
SCHULZ AS THE MEMBER S OF THE SU PERVISORY BOARD
10.10 ELECT MR. DR. RER. NAT. HANNS-HELGE STECHL AS Management
A MEMBER OF THE SUPERVISORY BOAR D
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN.
- -----------------------------------------------------------------------------------------------------------------------------
BUSINESS OBJECTS SA, LEVALLOIS-PERRET MIX Meeting Date: 06/07/2005
Issuer: F12338103 ISIN: FR0004026250 BLOCKING
SEDOL: 4586971, 4617202, 5876507, 5928453
- -----------------------------------------------------------------------------------------------------------------------------
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
14 JUN 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.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management
THE MANAGEMENT REPORT AND THE GE NERAL REPORT
OF THE STATUTORY AUDITORS; APPROVE THE FINANCIAL
STATEMENTS FOR T HE YEAR 2004, IN THE FORM PRESENTED
IN THE MEETING AND THE NON-DEDUCTIBLE FEES AND
EXPENSES OF EUR 209,939.00 WITH A CORRESPONDING
TAX OF EUR 74,335.00
O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management
THE MANAGEMENT REPORT AND THE GE NERAL REPORT
OF THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STA TEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.3 APPROVE THE APPROPRIATION OF PROFITS, AMOUNTING Management
TO EUR 66,354,226.37, AS FOLLO WS : TO THE LEGAL
RESERVE ACCOUNT: EUR 10,180.69, FOLLOWING THIS
APPROPRIATION , THE LEGAL RESERVE ACCOUNT WILL
SHOW A NEW BALANCE OF EUR 959,217.66, TO THE
CARRY FORWARD ACCOUNT: EUR 66,344,045.68, FOLLOWING
THIS APPROPRIATION, THE CA RRY FORWARD ACCOUNT
WILL SHOW A NEW BALANCE OF EUR 237,394,663.65
O.4 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management
GERALD HELD AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.5 RATIFY THE CO-OPTATION OF MR. CARL PASCARELLA Management
AS A DIRECTOR FOR A PERIOD OF 2 YEARS
O.6 APPOINT THE STATUTORY AUDITOR FOR A PERIOD OF Management
4 YEARS AND THE DEPUTY AUDITOR F OR A PERIOD
OF 4 YEARS
O.7 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management
THE AGREEMENTS GOVERNED BY THE A RTICLE L.225-42
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.8 APPROVE TO AWARD A TOTAL ANNUAL FEES OF EUR 400,000.00 Management
TO THE DIRECTORS
O.9 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY GIVEN BY THE RESOLUTION 10 OF THE CGM
OF 10 JUN 2004, TO BUY BACK THE COMPANY SHARES
ON THE OPEN MARK ET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 45.00, MAXIMUM NUMBER
OF SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
A LL FORMALITIES NECESSARY TO CARRY OUT THE CAPITAL
INCREASE
E.10 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management
AUTHORITY GIVEN BY THE RESOLUTION 11 OF THE CGM
OF 10 JUN 2004, TO REDUCE THE SHARE CAPITAL BY
CANCELING THE SH ARES HELD BY THE COMPANY IN
CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED
THAT THE NUMBER OF SHARES CANCELLED IN THE 24
MONTHS DOES NOT EXCEED 10% OF TH E SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
TO CHARGE THE CO STS AND FEES CAUSED BY THE DIFFERENCE
BETWEEN THE SURRENDER VALUE OF THE CANCE LLED
SHARES AND THEIR NOMINAL VALUE ON THE BONUSES
AND THE AVAILABLE RESERVES; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY
T O CARRY OUT THE CAPITAL INCREASE
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF EQUITY WARRANTS
OF THE COMPANY, IN FAVOR OF MR. GERALD HELD,
PROVIDED THAT TH EY SHALL NOT REPRESENT MORE
THAN 45,000 SHARES OF A NOMINAL VALUE OF EUR
0.10 PER SHARE WITHOUT THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS; AUTHORI TY EXPIRES AT THE
END OF 1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOM PLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF EQUITY WARRANTS
OF THE COMPANY, IN FAVOR OF MR. CARL PASCARELLA,
PROVIDED THA T THEY SHALL NOT REPRESENT MORE
THAN 45,000 SHARES OF A NOMINAL VALUE OF EUR
0 .10 PER SHARE WITHOUT THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS; AUT HORITY EXPIRES AT THE
END OF 1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES
AND A CCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTOR TO INCREASE THE Management
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT
ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY
S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN WITH A WAIVER OF THE SHAREHOLDERS PREFE
RENTIAL SUBSCRIPTION RIGHTS; AUTHORITY EXPIRES
AT THE END OF 2 YEARS AND AN AMOUNT WHICH SHALL
NOT EXCEED EUR 10,000.00; AND TO TAKE ALL NECESSARY
MEASURE S AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTOR TO INCREASE THE Management
SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT
ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY
S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN, BY WAY OF ISSUING SHARES OF WHICH SUBSC
RIPTION IS RESERVED FOR BUSINESS OBJECTS S.A
EMPLOYEE BENEFITS TRUST, WITHIN T HE FRAMEWORK
OF THE 2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE
PLAN, WITH A WA IVER OF THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND AN AMOUNT WHICH SHALL
NOT EXCEED EUR 70,000.00; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATIONS FREE OF CHARGE OF CHARGE ATTRIBUTION
INITIALE OF THE EXISTING SHARES OF THE COMPANY
OR TO ISSUE D, IN ONE OR MORE TRANSACTIONS, AT
ITS SOLE DISCRETION, IN FAVOR OF THE EMPLOY EES
AND THE OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES,
PROVIDED THAT THEY S HALL NOT REPRESENT MORE
THAN 0.13% OF THE SHARE CAPITAL OF THE COMPANY,
WITHOU T SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS; AUTHORITY EXPIRES AT THE EN D OF 38
MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSA RY FORMALITIES
E.16 AMEND THE ARTICLE OF ASSOCIATION NUMBER 7.2 Management
E.17 AMEND THE ARTICLE OF ASSOCIATION NUMBER 7.3 Management
E.18 APPROVE TO CANCEL THE PARAGRAPHS 15, 17 AND 24 Management
OF THE ARTICLE NO. 6. REFERRING TO THE CANCELLATION
OF WARRANTS FOLLOWING THE RESIGNATION OF DIRECTORS
E.19 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 REGISTRATION
PRESC RIBED 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 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
- -----------------------------------------------------------------------------------------------------------------------------
CNP ASSURANCES MIX Meeting Date: 06/07/2005
Issuer: F1876N318 ISIN: FR0000120222 BLOCKING
SEDOL: 5543986, B02PRX4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE REPORT OF THE EXECUTIVE COMMITTEE, Management For
THE COMMENTS OF THE SUPERVISORY BOARD, THE REPORT
OF THE CHAIRMAN OF THE SUPERVISORY BOARD AND
THE GENERAL RE PORT OF THE STATUTORY AUDITORS,
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE FYE 31 DEC 2004, IN THE FORM PRESENTED
TO THE MEETING; THE GENERAL ME ETING ALSO APPROVES
THE PART RECOVERY OF EUR 1,382,623.90 UPON THE
ASSETS OF T HE COMPANY; AN AMOUNT OF EUR 1,504,019.00
CHARGED TO THE OPTIONAL RESERVES OF THE COMPANY
WILL BE TRANSFERRED TO THE GUARANTEE FUNDS RESERVE,
OF WHICH BALAN CES, FOLLOWING THE APPROPRIATIONS
AND TRANSFERS, AMOUNT TO EUR 933,603,329.22 AND
EUR 19,611,175.00
O.2 APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For
OF THE SUPERVISORY BOARD AND T HE STATUTORY AUDITORS,
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SAID FY, IN THE FORM PRESENTED TO THE MEETING,
SHOWING A NET PROFIT GROUP SHARE OF EUR 629,301,600.00
O.3 APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE Management For
AND TO APPROPRIATE THE RESULT AS FOLLOWS: PROFITS
FOR THE FY: EUR 523,144,402.87, PRIOR RETAINED
EARNINGS: EUR 816,139.73, DISTRIBUTABLE PROFITS:
EUR 523,960,542.60, TO THE OPTIONAL RESERVE S:
EUR 293,825,000.00, GLOBAL DIVIDEND: EUR 230,134,601.32,
CARRY FORWARD ACCO UNT: EUR 941.28, THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.66 PER SHARE,
AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE;
THIS DIVIDEND WI LL BE PAID ON 09 JUN 2005, AS
REQUIRED BY LAW; APPROVE THE EXECUTIVE COMMITTEE
TO PROCEED WITH THIS TRANSFER
O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For
AGREEMENTS GOVERNED BY ARTICLE L . 225-86 OF
THE FRENCH COMMERCIAL CODE, THE REPORT AND THE
AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ALEXANDRE Management For
LAMFALUSSY AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 5 YEARS
O.6 APPOINT MR. HENRI PROGLIO AS A MEMBER OF THE Management For
SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS
O.7 AUTHORIZE THE EXECUTIVE COMMITTEE TO PURCHASE Management For
THE COMPANY S SHARES ON THE STOC K MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 80.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE COMPANY SHARE CAPITAL,
MAXIM UM AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES:
EUR 1,109,082,416.00; AUTHO RITY EXPIRES AT
THE 18 MONTHS ; APPROVE THE EXECUTIVE COMMITTEE
TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.8 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management Against
WITH ALLOCATIONS FREE OF CHARGE O F COMPANY S
EXISTING ORDINARY SHARES OR TO BE ISSUED, IN
FAVOUR OF THE EMPLOYE ES OF THE COMPANY OR SOME
CATEGORIES OF THEM AND, OR THE OFFICERS OF SUBSIDIAR
IES, PROVIDED THAT THEY SHALL NOT REPRESENT MORE
THAN 0.4% OF THE SHARE CAPITA L; AUTHORITY EXPIRES
AT THE 38 MONTHS ; APPROVE THE EXECUTIVE COMMITTEE
TO TA KE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
C.9 NOTE: THIS IS COMBINED GENERAL MEETING: GRANT Management For
ALL POWERS TO THE BEARER OF A CO PY OR AN EXTRACT
OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH
ALL FOR MALITIES, FILINGS AND REGISTRATIONS PRESCRIBED
BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting Non-Vote Proposal
SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPL ETE, 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 SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIAN
S THAT HAVE BECOME REGISTERED INTERMEDIARIES,
ON ADP VOTE DEADLINE DATE. IN CA PACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CA RD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL C USTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE I NSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIO
NS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUN T POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE T HE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WIL L ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
- -----------------------------------------------------------------------------------------------------------------------------
COBHAM PLC AGM Meeting Date: 06/08/2005
Issuer: G41440101 ISIN: GB0003430062
SEDOL: 0206411, 0343006, 5831272, B01DDL9
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For
AUDITORS AND THE AUDITED FINANCIA L STATEMENTS
FOR THE YE 31 DEC 2004 NOW LAID BEFORE THE MEETING
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE YE 31 DEC 2004 CONTAINED IN THE 2004 ANNUAL
REPORT AND THE ACCOUNTS NOW LAID BEFORE THE MEETING
3. DECLARE A FINAL DIVIDEND OF 21.80P RECOMMENDED Management For
BY THE DIRECTORS PAYABLE ON 04 JUL 2005 TO ORDINARY
SHAREHOLDERS ON THE REGISTER AS AT THE CLOSE
OF BUSINESS ON 03 JUN 2005
4. RE-APPOINT MR. G.F. PAGE AS A DIRECTOR Management For
5. RE-APPOINT MR. A.J. HANNAM AS A DIRECTOR Management For
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND APPROVE TO DETERMINE
THEIR REMUNERATION BY THE DIRECTORS
7. APPROVE, IN ACCORDANCE WITH THE COMPANY S ARTICLES Management For
OF ASSOCIATION, TO SUB DIVI DE EACH OF THE 147,920,000
ISSUED AND UNISSUED ORDINARY SHARE OF 25P EACH
IN T HE CAPITAL OF THE COMPANY INTO 10 ORDINARY
SHARES OF 2.5P EACH WITH EFFECT FRO M 11.59 P.M.
ON 08 JUL 2005
S.8 APPROVE AND ADOPT THE ARTICLES OF ASSOCIATION Management For
OF THE COMPANY IN SUBSTITUTION F OR AND TO THE
EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION
S.9 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For
COMPANY S ARTICLES OF ASSOCIATIO N, TO MAKE MARKET
PURCHASES SECTION 163 OF UP TO 11,186,781 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY
AND SUBJECT TO THE PASSING OF RESOLU TION 7 AND
WITH EFFECT FROM 08 JUL 2005 AND 111,867,810
ORDINARY SHARES OF 2.5 P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE WHICH MAY
BE PAID PER ORDINARY SHARE IS THE NOMINAL VALUE
OF SUCH ORDINARY SHARE AND UP TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON S TOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORI TY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 07 DEC 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPI RY
10. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH 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 9,013,047; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT S ECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 FOR CASH PURSUANT TO
THE AUTHORITY CONFER RED BY RESOLUTION 10, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89
(1) , PROVIDED THAT THIS POWER IS LIMITED TO
THE ALLOTMENT OF EQUITY SECURITIE S: I) IN CONNECTION
WITH AN ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS;
AND II) U P TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 1,398,347; AUTHORITY EXPIRES THE EARL IER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 15 MONTHS ; AND THE DI RECTORS MAY ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURS UANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
DASSAULT SYSTEMES SA MIX Meeting Date: 06/08/2005
Issuer: F2457H100 ISIN: FR0000130650 BLOCKING
SEDOL: 4617365, 5090868, 5330047, 5942936, B02PS42
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVE
THE SAID REPORT A ND THE AGREEMENTS REFERRED
TO THEREIN
O.2 APPROVE THE MANAGEMENT REPORT OF THE BOARD OF Management
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS, APPROVES THE CORPORATE FINANCIAL STATEMENTS
AND TH E BALANCE SHEET FOR THE FYE 361 DEC 2004
IN THE FORM PRESENTED TO THE MEETING, APPROVES
THE NON-DEDUCTIBLE FEES AND EXPENSES OF EUR 304,654.00
WITH A CORRES PONDING TAX OF EUR 107,939.00
O.3 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management
ON THE GROUP MANAGEMENT INCLUDED IN THE MANAGEMENT
REPORT AND THE REPORT OF THE STATUTORY AUDITORS,
APPROVE TH E CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 2004 FY IN THE FORM PRESENTED TO T HE
MEETING
O.4 APPROVE THE APPROPRIATE PROFITS OF EUR 104,456,095.19 Management
AS FOLLOWS: PRIOR RETAIN ED EARNING: EUR 660,392,098.22,
DISTRIBUTABLE PROFIT 764,848,193.41 GLOBAL DIV
IDEND: EUR 43,120,108.22 CARRY FORWARD ACCOUNT:
EUR 61,335,986.97; APPROVE THA T THE AMOUNT OF
THE DIVIDEND CORRESPONDING TO THE SELF-HELD SHARES
AT THE PAYM ENT DATE SHALL BE ALLOCATED TO THE
RETAINED EARNINGS ACCOUNT, THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.38 PER SHARE
AND WILL ENTAILED NATURAL PERSONS TO THE 50 %
ALLOWANCE, THIS DIVIDEND WILL BE PAID ON 28 JUN
2005; PURS UANT TO ARTICLE 39 OF THE AMENDED
FINANCE LAW FOR 2004, TO TRANSFER THE AMOUNT
OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE
OF LONG-TERM CAPITAL GAIN S TO AN ORDINARY RESERVE
ACCOUNT
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE CONDITIONS: MAXIMUM PURCHASES PRICE : EUR
50.00 MAXIMUM NUM BER OF SHARES TO BE TRADED
10% OF THE COMPANY CAPITAL, MAXIMUM AMOUNT LIABLE
T O BE USED FOR SUCH REPURCHASES: EUR 400,000,000.00;
AUTHORITY IS VALID UP TO THE OGM CALLED TO DELIBERATE
ON THE FINANCIAL STATEMENTS FOR FYE 31 DEC 2005
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY
FORMALITIES, THE PRESENT DELEGATION CANCELS AND
REPLACES THE D ELEGATION SET FORTH IN RESOLUTION
O.5 AND GIVEN BY THE OGM OF 02 JUN 2004
O.6 AUTHORIZE THE BOARD OF DIRECTORS TO AWARD TOTAL Management
ANNUAL FEES OF EUR 170,000.00 TO THE DIRECTORS
O.7 APPOINT PRICEWATERHOUSECOOPERS AUDIT COMPANY Management
AS THE STATUTORY AUDITOR FOR A PE RIOD OF 6 YEARS
O.8 APPOINT MR. PIERRE COLL AS A DEPUTY AUDITOR FOR Management
A PERIOD OF 6 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CHARLES Management
EDELSTENNE AS A DIRECTOR FO R A PERIOD OF 6 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management
CHARLES AS A DIRECTOR FOR A PERIOD OF 6 YEARS
O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LAURENT Management
DASSAULT AS A DIRECTOR FOR A PERIOD OF 6 YEARS
O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIBAULT Management
DE TERSANT AS A DIRECTOR F OR A PERIOD OF 6 YEARS
O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management
R. BROWN AS A DIRECTOR FOR A P ERIOD OF 6 YEARS
O.14 RATIFY THE CO-OPTATION OF MR. ARNOUD DE MEYER Management
AS A DIRECTOR FOR THE REMAINDER OF THE TERM OF
OFFICE OF HIS PREDECESSOR
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ARNOUD Management
DE MEYER AS A DIRECTOR FOR A PERIOD OF 6 YEARS
O.16 RATIFY THE CO-OPTATION OF MR. BEHROUZ JEAN-PIERRE Management
CHAHID-NOURAI AS A DIRECTOR FOR THE REMAINDER
OF THE TERM OF OFFICE OF HIS PREDECESSOR
O.17 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BEHROUZ Management
JEAN-PIERRE CHAHID-NOURAI A S A DIRECTOR FOR
A PERIOD OF 6 YEARS
O.18 APPROVE TO BRING THE ARTICLES OF ASSOCIATION Management
INTO CONFORMITY WITH THE ORDER OF 24 JUN 2004
REFORMING THE SYSTEM OF THE SECURITIES TO BE
ISSUED BY COMMERCIAL COMPANIES AND AMEND ARTICLES
OF ASSOCIATION 7 AND 10
O.19 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDE D THAT TOTAL NUMBER OF SHARES CANCELLED
IN THE 24 MONTHS DOES NOT EXCEED 10% O F THE
CAPITAL AUTHORITY EXPIRES AT THE END OF OGM
CALLED TO DELIBERATE ON THE FINANCIAL STATEMENTS
FOR FYE 31 DEC 2005 ; AUTHORIZE THE BOARD OF
DIRECTORS T O CHARGE THE DIFFERENCE BETWEEN THE
CANCELLED SHARES COSTS AND THEIR NOMINAL V ALUE
AGAINST THE RELATED DISPOSABLE PREMIUMS AND RESERVES;
TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OF MORE TRANSACTIONS, IN F RANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 15,000,0 00.00 BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
M AINTAINED ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO THE SHARE CAPITAL OF THE COMPANY AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED
EUR 750,000,000.00 THIS AUTHORITY SUP ERSEDES
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
AND NOTABLE THE ONE GIVEN BY THE MIX OF 02 JUN
2004 IN ITS RESOLUTION O.12; AUTHORIZE THE BOARD
O F DIRECTORS TO CHARGE THE SHAREISSUANCE COSTS
AGAINST THE RELATED PREMIUMS AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
IN ONE OR MORE TRANSACTION, IN FR ANCE OR ABROAD,
THE SHARES CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 15,000,0 00.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERRED SUBSCRIPTION
RIGHTS ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO THE SHARE CAPITAL OF T HE COMPANY
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE
NOMINAL VALUE OF D EBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 750,000,000.00 THIS AUTHORITY
SUPER SEDES ANY AND ALL EARLIER DELEGATION TO
THE SAME EFFECT AND NOTABLE THE ONE GI VEN BY
THE MIX OF 02 JUN 2004 IN ITS RESOLUTION NUMBER
O.13, AUTHORIZE THE BOA RD OF DIRECTORS: TO CHARGE
THE SHARE ISSUANCE COSTS AGAINST THE RELATED
PREMIU MS; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.22 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE NUMBER O SECURITIES TO BE ISS UED FOR EACH
OF THE ISSUES WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION
RIGHT OF SHAREHOLDERS WITHIN 30 DAYS OF THE CLOSING
OF THE SUBSCRIPTION PERIOD AND WITH IN THE LIMIT
OF 15% OF THE INITIAL ISSUE AND AT THE SAME PRICE
AS THE ONE OF THE INITIAL ISSUE; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; THE AMOUNT SHA LL COUNT
AGAINST THE OVERALL VALUE OF THE SHARE CAPITAL
INCREASE SET AT EUR 15 ,000,000.00 IN RESOLUTION
O.20
E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management
INCREASE THE SHARE CAPITAL IN ONE OR MORE TRANSACTION
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT O F EUR 15,000,000.00 BY WAY OF CAPITALIZING
RESERVES, PROFITS PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND
UNDER THE BY-L AWS TO BE CARRIED OUT THOUGHT
THE ISSUE OF BONUS SHARES OR THE RAISE OF THE
PA R VALUE OF THE EXISTING SHARES AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; TH E AMOUNT
SHALL COUNT AGAINST HE OVERALL VALUE OF THE SHARE
CAPITAL INCREASE LI ABLE TO BE REALIZED WITH
USE OF THE PROVISIONS OF THE RESOLUTION 20; THIS
AUTH ORIZATION SUPERSEDES ANY AND ALL EARLIER
DELEGATION TO THE SAME EFFECTS AND IN PARTICULAR
THE ONE GIVEN BY THE MIX OF 02 JUN 2004 IN ITS
RESOLUTION O.14
O.24 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL WITHIN THE LIMI T OF 1% IN
CONSIDERATION FOR HE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY A ND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO SHARES CAPITA
L AUTHORITY EXPIRES AT THE END OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTO RS TO CHARGE
THE SHARE ISSUANCE COSTS AGAINST THE RELATED
PREMIUMS AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.25 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT IN Management
ONE OR MORE TRANSACTIONS TO EMPLO YEES OR OFFICERS
OF THE COMPANY OR COMPANIES RELATED OPTIONS GIVING
THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES
IN THE COMPANY, OR TO PURCHASE EXISTING SHA RES
OPTION 05 IT BEING PROVIDED THAT THE OPTIONS
SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED 20% OF THE SHARE CAPITAL
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE
THE BOARD OF DIRECTORS TO CHARGE THE SHARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREM IUMS THE AMOUNTS NECESSARY TO RAISE
THE LEGAL RESERVE TO ONE-TENTH OF THE NEW CAPITAL
AFTER EACH INCREASE, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
AUTHORIZATION SUPERSEDES FOR THE PORTION UNUSED
A NY AND ALL EARLIER DELEGATION TO THE SAME EFFECT
AND IN PARTICULAR THE ONE GIV EN BY THE OGM OF
28 MAY 2002
O.26 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management
ALLOCATION FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED IN FAVOR OF THE
EMPLOYEES R THE OFFICERS PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL
AUTHORITY EXPIRES AT THE END OF THE 38 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMA LITIES
O.27 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOR OF THE MEMBERS
OF A COMPANY SAVIN GS PLAN AUTHORITY EXPIRES
AT THE END OF 26 MONTHS AND FOR AN AMOUNT WHICH
SHA LL NOT EXCEED EUR 10,000,000.00 ; AUTHORIZE
THE BOARD OF DIRECTORS TO CHARGE T HE SHARES
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND
DEDUCT FROM THE PREM IUMS THE AMOUNTS NECESSARY
TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE
NEW CAPITAL AFTER EACH INCREASE AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THIS AUTHORIZATION SUPERSEDES ANY
AND ALL EARLIER D ELEGATION TO THE SAME EFFECT
AND IN PARTICULAR THE ONE GIVEN BY THE MIX OF
02 JUN 2004 IN ITS RESOLUTION 16
O.28 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management
EXTRACT OF THE MINUTES OF THIS MEETING OF THIS
MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES,
FILINGS AND RE GISTRATION PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 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
- -----------------------------------------------------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC AGM Meeting Date: 06/08/2005
Issuer: G4755S126 ISIN: IE0004614818
SEDOL: 0461481, 4699103, 6459639, B014WP9, B01ZKS1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For
AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DEC 2004 AND THE INDEPENDENT AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
3.1 RE-ELECT MR. J.C. DAVEY AS A DIRECTOR Management For
3.2 RE-ELECT MR. V.A. FERGUSON AS A DIRECTOR Management For
3.3 RE-ELECT MR. B.M.A. HOPKINS AS A DIRECTOR Management For
3.4 RE-ELECT DR. I.E. KENNY AS A DIRECTOR Management For
3.5 RE-ELECT MR. A.C. O REILLY AS A DIRECTOR Management For
3.6 RE-ELECT MR. B.MULRONEY ULRONEY AS A DIRECTOR Management For
4. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management For
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF THE AUDITORS
6. APPROVE THAT, PURSUANT TO THE PROVISIONS OF SECTION Management For
140 OF THE COMPANIES ACT 1 963, THE COMPANY MAY
CONVENE AND HOLD ITS NEXT AGM AT ANY LOCATION
OUTSIDE THE STATE AS DETERMINE BY THE DIRECTORS
AT THEIR SOLE AND ABSOLUTE DISCRETION
- -----------------------------------------------------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC EGM Meeting Date: 06/08/2005
Issuer: G4755S126 ISIN: IE0004614818
SEDOL: 0461481, 4699103, 6459639, B014WP9, B01ZKS1
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. GRANT AUTHORITY TO MAKE MARKET PURCHASES AND Management For
RE-ISSUE TREASURY SHARES
2. APPROVE THE DISAPPLICATION OF THE PRE-EMPTION Management For
RIGHTS
3. GRANT AUTHORITY FOR SCRIP DIVIDENDS Management For
- -----------------------------------------------------------------------------------------------------------------------------
LINDE AG, WIESBADEN AGM Meeting Date: 06/08/2005
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
- -----------------------------------------------------------------------------------------------------------------------------
SIGNET GROUP PLC AGM Meeting Date: 06/10/2005
Issuer: G8126R105 ISIN: GB0000403740
SEDOL: 0040374, 5735255, B02T9L8
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORTS AND ACCOUNTS, AND Management For
THE AUDITORS REPORT THEREON, FOR THE 52 WEEKS
ENDED 29 JAN 2005
2. APPROVE THE DIRECTORS REMUNERATION REPORT WITHIN Management For
THE REPORT AND ACCOUNTS FOR THE 52 WEEKS ENDED
29 JAN 2005
3. DECLARE A FINAL DIVIDEND Management For
4. RE-ELECT MR. TERRY BURMAN AS A DIRECTOR Management For
5. RE-ELECT MR. BROOK LAND AS A DIRECTOR Management For
6. RE-ELECT MR. JAMES MCADAM AS A DIRECTOR Management For
7. ELECT MR. ROBERT ANDERSON AS A DIRECTOR Management For
8. ELECT MR. ROBERT WALKER AS A DIRECTOR Management For
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS TO Management For
THE COMPANY TO HOLD OFFICE FROM T HE CONCLUSION
OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES AS DEFINED IN THAT SECTION OF THE
ACT UP TO AN AGG REGATE NOMINAL AMOUNT OF GBP
2,893,636; AUTHORITY EXPIRES AT THE EARLIER
OF T HE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 09 SEP 2006 ; AND THE DIREC TORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSU ANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY; ALL UNEXERCISED AUTHORITIES
VESTED IN THE DIRECTIONS IMMEDIATELY PRIOR TO
THE PASSING OF THIS RESOLUTION TO ALLOT RELEVANT
SECURITIES BE AND ARE HEREBY REVOKED
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 OF THE ACT FOR CASH PURSUANT TO
THE GENERAL AUTHORITY CONFERRED ON THEM BY RESOLUTION
10 OR BY WAY OF A SALE OF TREASURY SHARES, DISAPPLYING
THE STATUTOR Y PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO T HE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-EMPTIVE
OFFER, IN FAVOR OF SHAREHOLDERS EXCLUDING SHAREHOL
DERS HOLDING TREASURY SHARES ; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 434,045; AUTHORITY
EXPIRES UNLESS PREVIOUSLY RENEWED VARIED OR REVOKED
BY TH E COMPANY IN GENERAL MEETING AT SUCH TIME
AS THE GENERAL AUTHORITY CONFERRED O N THE DIRECTORS
BY RESOLUTION 10 EXPIRES ; 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 COMPANY, PURSUANT TO SECTION 166 Management For
OF THE COMPANIES ACT 1985, TO M AKE MARKET PURCHASES
SECTION 163(3) OF UP TO 173,618,182 ORDINARY
SHARES OF 0.5P EACH OF THE COMPANY, AT A MINIMUM
PRICE OF 0.5P EXCLUSIVE OF EXPENSES A ND UP
TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY S HARE AS DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
P REVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF T HE NEXT AGM
OF THE COMPANY OR 09 SEP 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MA Y MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WH OLLY OR PARTLY AFTER SUCH EXPIRY
S.13 AMEND THE ARTICLES OF ASSOCIATION: BY DELETING Management For
THE ARTICLE 144 AND REPLACING I T WITH A NEW
ARTICLE 144 AS SPECIFIED
- -----------------------------------------------------------------------------------------------------------------------------
PREMIER FARNELL PLC AGM Meeting Date: 06/14/2005
Issuer: G33292106 ISIN: GB0003318416
SEDOL: 0331841, 5848885, B02SQL4
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS REPORT, THE AUDITED ACCOUNTS Management For
AND THE AUDITOR S REPORT F OR THE FYE 30 JAN 2005
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For
THE FYE 30 JAN 2005
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For
4. RE-ELECT MR. JOHN HIRST AS A DIRECTOR Management For
5. RE-ELECT MR. MICHAEL LESTER AS A DIRECTOR Management For
6. ELECT SIR PETER GERSHON AS A DIRECTOR Management For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For
OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS
OF THE COMPANY
9. AUTHORIZE THE BOARD, IN ACCORDANCE WITH ARTICLE Management For
7 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO
ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE
COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 6,049.982; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH A N OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY; THE AUTHORITY CONFERRED BY ORD INARY
RESOLUTION PASSED ON 15 JUN 2004 BE AND IS HEREBY
REVOKED, BUT WITHOUT P REJUDICE TO ANY ALLOTMENT,
OFFER OR AGREEMENT MADE OR ENTERED INTO PRIOR
TO TH E PASSING OF THIS RESOLUTION
S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE COMPANIES ACT 1985 AND SUBJECT TO AND
IN ACCORDANCE WITH ARTICLE 8 OF THE COMPANY S
ARTICLES OF ASSOC IATION, TO ALLOT EQUITY SECURITIES
FOR CASH PURSUANT TO THE AUTHORITY GRANTED BY
RESOLUTION 8 PASSED AT THE AGM OF THE COMPANY
ON 15 JUN 2004 OR, IF PROPOSE D AND PASSED, PURSUANT
TO THE AUTHORITY GRANTED BY RESOLUTION 9 SET
OUT IN THI S NOTICE OF MEETING, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89( 1)
AND AUTHORIZE THE BOARD TO ALLOT EQUITY SECURITIES
FOR CASH WITHIN SECTION 94(3A) OF THE COMPANIES
ACT 1985 AS IF SECTION 89(1) OF THAT ACT DID
NOT APPL Y TO SUCH ALLOTMENT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF E QUITY
SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE
IN FAVOR OF ORDINARY SH AREHOLDERS; B) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 907,588;
AUTHORITY E XPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; AND THE DIRECTORS
M AY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; THE AUTHORITY
CONFERRED BY ORDINARY RESOLUTION PASSED ON 15
JUN 2004 BE AND IS HEREBY REVOKED, BUT WIT HOUT
PREJUDICE TO ANY ALLOTMENT, OFFER OR AGREEMENT
MADE OR ENTERED INTO PRIOR TO THE PASSING OF
THIS RESOLUTION
S.11 AUTHORIZE THE COMPANY TO PURCHASE ORDINARY SHARES Management For
BY WAY OF MARKET PURCHASES SECTION 163(3) OF
UP TO 36,303,523 ORDINARY SHARES OF 5 PENCE EACH
IN THE CAP ITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 5 PENCE EXCLUSIVE OF EXPENSES AND
UP TO 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET
QUOTATIONS FOR ORDINARY SHARE S TAKEN FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE C OMPANY
; 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
S.12 AUTHORIZE THE COMPANY TO PURCHASE CUMULATIVE Management For
CONVERTIBLE REDEEMABLE PREFERENCE SHARES SECTION
163(3) OF THE COMPANIES ACT 1985 OF UP TO 7,575,221
PREFEREN CE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY BY WAY OF MARKET PURCHAS E, AT
A MINIMUM PRICE OF GBP 1 EXCLUSIVE OF EXPENSES
AND THE MAXIMUM PRICE E XCLUSIVE OF EXPENSES
BUT INCLUSIVE OF ACCRUED DIVIDED SHALL BE THE
MARKET PRI CE PROVIDED THE MARKET PRICE DOES
NOT EXCEED THE AVERAGE MIDDLE MARKET QUOTATI
ONS FOR PREFERENCE SHARES BASED ON THE DAILY
OFFICIAL LIST OF THE LONDON STO CK EXCHANGE
DURING THE PERIOD OF TEN BUSINESS DAYS IMMEDIATELY
PRIOR TO THE D ATE OF SUCH PURCHASES IS AGREED
BY MORE THAN 5%; AUTHORITY EXPIRES AT THE CON
CLUSION 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 WHOL LY OR PARTLY AFTER SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
CORUS GROUP PLC AGM Meeting Date: 06/16/2005
Issuer: G2439N109 ISIN: GB0008280538
SEDOL: 0828053, 5755361, 5792421, B02S885
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For
STATEMENTS FOR THE YE 01 JAN 2005
2. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For
FOR THE YE 01 JAN 2005 INCLUDIN G THE REMUNERATION
POLICY AS SET OUT THEREIN
3.I APPOINT MR. J.H. SCHRAVEN AS A DIRECTOR OF THE Management For
COMPANY
3.II APPOINT MR. R. HENSTRA AS A DIRECTOR OF THE COMPANY Management For
3.III RE-APPOINT MR. D.M. LLOYD AS A DIRECTOR OF THE Management For
COMPANY
3.IV RE-APPOINT DR. A.B. HAYWARD AS A DIRECTOR OF Management For
THE COMPANY
4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY UNTIL THE NEXT GENERAL
MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE
THE COMPANY
5. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
6. AUTHORIZE THE CORUS GROUP PLC, IN ACCORDANCE Management For
WITH SECTION 347C OF THE COMPANIE S ACT 1985,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION
AND TO INCUR EU POL ITICAL EXPENDITURE UP TO
A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR
15 MONTHS
7. AUTHORIZE THE CORUS UK LIMITED IN ACCORDANCE Management For
WITH SECTION 347C OF THE COMPANIE S ACT 1985,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION
AND TO INCUR EU POL ITICAL EXPENDITURE UP TO
A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR
15 MONTHS AFTER THE PASSING OF TH IS RESOLUTION
8. AUTHORIZE THE ORB ELECTRICAL STEELS LIMITED IN Management For
ACCORDANCE WITH SECTION 347C OF THE COMPANIES
ACT 1985, FOR THE PURPOSES OF PART XA OF THE
COMPANIES ACT 1985 , TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL
EXP ENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT
OF GBP 50,000; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OR 15 MONTHS AFTER THE PASSING
OF THIS RESOLUT ION
S.9 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE COMPANIE S ACT 1985 OF
UP TO 444,565,340 ORDINARY SHARES OF 10P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 10P AND SHALL NOT EXCEED 105% ABOVE THE AV
ERAGE MIDDLE MARKET QUOTATION FOR THE ORDINARY
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHOR ITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR
15 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SH ARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
- -----------------------------------------------------------------------------------------------------------------------------
LANXESS AG OGM Meeting Date: 06/16/2005
Issuer: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
- -----------------------------------------------------------------------------------------------------------------------------
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 AND THE REPORT ON THE COMBINED FINANCIAL
STATEME NTS
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management
SUPERVISORY BOARD
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management
BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management
AS A MEMBER TO THE SUPERVISORY BO ARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management
SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management
BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management
CONNECTION WITH THE ISSUE OF BON DS TO BAYER
AG, AND THE CREATION OF CONTINGENT CAPITAL, AS
FOLLOWS: THE SHARE CAPITAL SHALL BE INCREASED
BY UP TO EUR 20,000,000 THROUGH THE ISSUE OF
UP TO 20,000,000 NEW BEARER NO-PAR SHARES, INSOFAR
AS CONVERTIBLE RIGHTS ARISING FRO M THE BONDS
ISSUED TO BAYER AG WITHIN THE SCOPE OF THE AUTHORIZATION
GIVEN BY THE SHAREHOLDERS MEETING OF 15 SEP
2004, ARE EXERCISED
6. 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
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS A RE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGAR
DING 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 THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management
WITH THE COMPANY S WHOLLY-OW NED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2 005, UNTIL AT LEAST 31 DEC 2010
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management
THE AUDITORS FOR THE 2005 FY
- -----------------------------------------------------------------------------------------------------------------------------
LOGITECH INTERNATIONAL SA, APPLES AGM Meeting Date: 06/16/2005
Issuer: H50430208 ISIN: CH0012607195 BLOCKING
SEDOL: 7151149
- -----------------------------------------------------------------------------------------------------------------------------
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. 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.
- -----------------------------------------------------------------------------------------------------------------------------
BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER OGM Meeting Date: 06/17/2005
Issuer: E19790109 ISIN: ES0113900J37
SEDOL: 0736082, 2576628, 5705946, 5706637, 5706819, 5761885, 5852433, 5900600, 2TB23
- -----------------------------------------------------------------------------------------------------------------------------
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. APPROVE THE ANNUAL ACCOUNTS, THE BALANCE SHEET, Management For
THE PROFIT AND LOSS ACCOUNT AN D NOTES TO THE
ACCOUNTS, AND OF THE COMPANY MANAGEMENT OF BANCO
SANTANDER CENT RAL HISPANO, S.A AND ITS CONSOLIDATED
GROUP FOR THE FYE 31 DEC 2004
2. APPROVE THE APPLICATION OF PROFITS Management For
3.A RATIFY THE APPOINTMENT OF LORD BURNS Management For
3.B RATIFY THE APPOINTMENT OF MR. DON LUIS ANGEL Management For
ROJO DUQUE
3.C RE-ELECT MR. DON EMILIO BOTIN-SANZ DE SAUTUOLA Management For
Y GARCIA DE LOS RIOS AS A DIREC TOR
3.D RE-ELECT MR. DON MATIAS RODRIGUEZ INCIARTE AS Management For
A DIRECTOR
3.E RE-ELECT MR. DON MANUEL SOTO SERRANO AS A DIRECTOR Management For
3.F RE-ELECT MR. DON GUILLER MO DE LA DEHESA ROMERO Management For
AS A DIRECTOR
3.G RE-ELECT MR. DON ABEL MATUTES JUAN AS A DIRECTOR Management For
3.H RE-ELECT MR. DON FRANCIS CO BOTIN-SANZ DE SAUTOLOA Management For
Y O SHEA AS A DIRECTOR
4. RE-ELECT THE FINANCIAL AUDITORS FOR THE YEAR 2005 Management For
5. AUTHORIZE THE BANK AND ITS SUBSIDIARIES TO ACQUIRE Management For
OWN SHARES ACCORDING TO THE PROVISIONS OF SECTION
75 AND ADDITIONAL PROVISION A OF THE SPANISH
LIMITED CO MPANIES ACT, LEY DE SOCIEDADES ANONIMAS,
RENDERING VOID THE AUTHORIZATION GRAN TED BY
THE GENERAL MEETING OF SHAREHOLDERS HELD ON 19
JUN 2004
6. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For
THE RESOLUTION ADOPTED BY THE ME ETING REGARDING
INCREASE OF THE CORPORATE CAPITAL WITH THE PROVISIONS
OF SECTI ON 153.1.A. OF THE SPANISH LIMITED COMPANIES
ACT, RENDERING VOID THE RESOLUTIO N 8 H.II OF
THE GENERAL MEETING OF SHAREHOLDERS HELD ON 19
JUN 2004
7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For
THE CORPORATE CAPITAL IN CONFORMI TY WITH THE
PROVISIONS OF SECTION 153.1.A OF THE SPANISH
LIMITED COMPANIES ACT TO EXCLUDE THE PREFERENTIAL
SUBSCRIPTION RIGHT AS PROVIDED BY SECTION 159.2
O F THE ACT, RENDERING VOID THE RESOLUTION 9
H.II OF THE GENERAL MEETING OF SHAR EHOLDERS
HELD ON 21 JUN 2003
8. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE FIXED-INCOME Management For
SECURITIES NOT CONVERTI BLE INTO SHARES
9. APPROVE FOR ITS FURTHER APPLICATION BY THE BANK Management For
AND ITS SUBSIDIARIES OF AN INC ENTIVE PLAN CONSISTING
OF STOCK OPTIONS OR OTHER METHODS RELATED TO
BANK SHARE S, AND THE EVOLUTION OF MARKET QUOTATION
AND PROFITS
10. GRANT AUTHORITY TO THE BOARD TO DEPUTE THE POWERS Management For
TO CONSTRUE, AMEND, COMPLEME NT, EXECUTE AND
DEVELOP THE RESOLUTIONS ADOPTED BY THE MEETING
FOR THEIR PUBLI C RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal
REACH QUORUM, THERE WILL BE A SE COND CALL ON
18 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
- -----------------------------------------------------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA OGM Meeting Date: 06/17/2005
Issuer: X1435J105 ISIN: GRS104111000 BLOCKING
SEDOL: 0964850, 4420723, 5890433, B0338M3
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE FY 2004, Management
ALONG WITH THE BOARD OF DIRE CTORS AND THE CHARTERED
AUDITORS REPORTS
2. RECEIVE THE FINANCIAL STATEMENTS FOR THE FY 2004, Management
ALONG WITH THE BOARD OF DIRE CTORS AND THE CHARTERED
AUDITORS REPORTS
3. GRANT DISCHARGE THE BOARD OF DIRECTOR MEMBERS Management
AND THE CHARTERED AUDITORS FROM ANY RESPONSIBILITY
OF REIMBURSEMENT FOR THE FY 2004
4. APPROVE THE REMUNERATION OF THE BOARD OF DIRECTOR Management
MEMBERS FOR THE FY 2004 AND PREAPPROVAL FOR THE
FY 2005
5. ELECT CHARTERED AUDITORS, ORDINARY AND THE DEPUTY Management
FOR THE FY 2004 AND APPROVE TO DETERMINE THEIR
SALARIES
6. APPROVE THE PROFITS DISTRIBUTION FOR THE FY 2004 Management
7. ELECT THE NEW BOARD OF DIRECTOR Management
8. APPROVE THE STOCK OPTIONS PLAN TO COMPANY S EXECUTIVES, Management
ALONG WITH THE COMPANI ES THAT PURSUE SIMILAR
PURPOSES
- -----------------------------------------------------------------------------------------------------------------------------
MLP AG, HEIDELBERG OGM Meeting Date: 06/21/2005
Issuer: D5388S105 ISIN: DE0006569908 BLOCKING
SEDOL: 4411545, 5119871, 5720273, 7227266
- -----------------------------------------------------------------------------------------------------------------------------
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
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management
PROFIT OF EUR 23,915,118.52 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.22 PER NO-PAR SHARE, EUR
14,167.60 SHA LL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 22 JUN 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management
5. APPOINT THE ERNST + YOUNG AG, STUTTGART, AS THE Management
AUDITORS FOR THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 10% FROM THE MARKET PRICE
OF THE SHARES, ON OR BEFORE 20 DEC 2006; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO DISPOSE O
F THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAR EHOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRI CE OF IDENTICAL SHARES,
TO USE THE SHARES IN CONNECTION WITH MERGERS
AND ACQUI SITIONS, AND TO RETIRE THE SHARES
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting
IN ENGLISH AND GERMAN
* Non-Voting
- -----------------------------------------------------------------------------------------------------------------------------
TI AUTOMOTIVE LTD AGM Meeting Date: 06/29/2005
Issuer: G8859L101 ISIN: GB0030675291
SEDOL: 3067529
- -----------------------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE REPORTS OF THE DIRECTORS AND AUDITORS Management For
AND THE AUDITED ACCOUNTS FOR T HE YE 31 DEC 2004
2. RE-APPOINT MR. JOHN M. HARRIS AS A DIRECTOR OF Management For
THE COMPANY
3. RE-APPOINT MR. CHRISTOPHER J. KINSELLA AS A DIRECTOR Management Against
OF THE COMPANY
4. RE-APPOINT MR. WILLIAM J. LAULE AS A DIRECTOR Management Against
OF THE COMPANY
5. RE-APPOINT MR. BERNARD J. TAYLOR AS A DIRECTOR Management For
OF THE COMPANY
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For
AUDITORS OF THE COMPANY
7. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For
OF THE AUDITORS
- -----------------------------------------------------------------------------------------------------------------------------
GROUP 4 SECURICOR PLC, SUTTON OGM Meeting Date: 06/30/2005
Issuer: G4194K106 ISIN: GB00B01FLG62
SEDOL: B01FLG6
- -----------------------------------------------------------------------------------------------------------------------------
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 OF THE COMPANY Management For
FOR THE YE 31 DEC 2004 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITOR THEREON
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For
REPORT FOR THE YE 31 DEC 2004
3. DECLARE A FINAL DIVIDEND Management For
4. ELECT MR. NICK BUCKLES AS A DIRECTOR Management For
5. ELECT LORD CONDON AS A DIRECTOR Management For
6. ELECT MR. TREVOR DIGHTON AS A DIRECTOR Management For
7. ELECT MR. ALF DUCH-PEDERSON AS A DIRECTOR Management For
8. ELECT MR. GRAHAME GIBSON AS A DIRECTOR Management For
9. ELECT MR. THORLEIF KRARUP AS A DIRECTOR Management For
10. ELECT MR. BO LERENIUS AS A DIRECTOR Management For
11. ELECT MR. JORGEN PHILIP-SORENSEN AS A DIRECTOR Management For
12. ELECT MR. WALDEMAR SCHMIDT AS A DIRECTOR Management For
13. ELECT LORD SHARMAN AS A DIRECTOR Management For
14. ELECT MR. MALCOLM WILLIAMSON AS A DIRECTOR Management For
15. APPOINT KPMG AS THE AUDITOR OF THE COMPANY UNTIL Management For
THE CONCLUSION OF THE NEXT GE NERAL MEETING AT
WHICH ACCOUNTS ARE LAID AND AUTHORIZE THE DIRECTORS
TO FIX TH EIR REMUNERATION
16. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For
80 OF THE COMPANIES ACT 19 85 THE ACT , TO
ALLOT RELEVANT SECURITIES SECTION 80(2) UP
TO AN AGGREGAT E NOMINAL AMOUNT OF GBP 105,000,000;
AUTHORITY EXPIRES ON 01 JUN 2010 ; AND T HE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.17 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For
95 OF THE ACT, TO ALLOT EQUITY SE CURITIES SECTION
94(2) OF THE ACT FOR CASH, DISAPPLYING THE STATUTORY
PRE-EM PTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOT MENT
OF EQUITY SECURITIES: I) IN CONNECTION WITH A
RIGHTS ISSUE IN FAVOR OF OR DINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 15,800,000;
AUTHORITY EXPIRES ON 01 JUN 2010 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITI ES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEME NT MADE PRIOR TO SUCH EXPIRY
S.18 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For
SECTION 163(3) OF THE ACT OF UP TO 126,400,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, A T A MINIMUM PRICE OF 25P AND UP
TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATION
S FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY TO BE HELD IN 2006
; 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.19 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For
BY THE DELETION OF ARTICLE 17 2 AND SUBSTITUTING
WITH NEW WORDS
ProxyEdge - Investment Company Report Report Date: 08/03/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder Preservation Plus Portfolio
NO PROXIES RECEIVED OR VOTED FOR THIS FUND
ProxyEdge - Investment Company Report Report Date: 08/03/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder Limited-Duration Plus Portfolio
NO PROXIES RECEIVED OR VOTED FOR THIS FUND
ProxyEdge - Investment Company Report Report Date: 08/03/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: Scudder US Bond Index Portfolio
NO PROXIES RECEIVED OR VOTED FOR THIS FUND
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 Investment Portfolios
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.