UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
Investment Company Act file number 811-3735
THE NEW ECONOMY FUND
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(Exact name of registrant as specified in charter)
333 South Hope Street
Los Angeles, California 90071
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(Address of principal executive offices) (Zip code)
Chad L. Norton
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071
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(Name and address of agent for service)
Registrant's telephone number, including area code: (213) 486-9200
Date of fiscal year end: November 30
Date of reporting period: July 1, 2003 - June 30, 2004
ITEM 1. PROXY VOTING RECORD
The information contained herein discloses the following information for each
matter relating to a portfolio security considered at any shareholder meeting
held during the period covered by the report and with respect to which the
registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures ("CUSIP") number
for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security holder;
(g) Whether the registrant cast its vote on the matter;
(h) How the registrant cast its vote (e.g., for or against proposal, or abstain;
for or withhold regarding election of directors); and
(i) Whether the registrant cast its vote for or against management.
NEF 0000719608
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AT&T WIRELESS SERVICES, INC. Agenda: 932119779
CUSIP: 00209A106 Meeting Type: Annual
Ticker: AWE Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 APPROVE AND ADOPT THE AGREEMENT AND Mgmt For For
PLAN OF MERGER, DATED AS OF FEBRUARY
17, 2004, BY AND AMONG AT&T WIRELESS
SERVICES, INC., CINGULAR WIRELESS
CORPORATION, CINGULAR WIRELESS LLC,
AND SOLELY WITH RESPECT TO SECTION
5.3, 6.1(B) AND ARTICLE IX OF THE
AGREEMENT AND PLAN OF MERGER, SBC
COMMUNICATIONS INC. AND BELLSOUTH
CORPORATION.
02 NOBUHARU ONO Mgmt For For
CAROLYN M. TICKNOR Mgmt For For
JOHN D. ZEGLIS Mgmt For For
03 RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS.
04 VOTE ON SHAREHOLDER PROPOSAL ON Shr Against For
EXECUTIVE COMPENSATION PROGRAM.
05 VOTE ON SHAREHOLDER PROPOSAL ON Shr Against For
DISCONTINUING CERTAIN EXECUTIVE
COMPENSATION.
06 VOTE ON SHAREHOLDER PROPOSAL ON VOTE Shr Against For
REQUIREMENT FOR DIRECTOR ELECTIONS.
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AETNA INC. Agenda: 932100225
CUSIP: 00817Y108 Meeting Type: Annual
Ticker: AET Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 BETSY Z. COHEN Mgmt For For
BARBARA H. FRANKLIN Mgmt For For
JEFFREY E. GARTEN Mgmt For For
EARL G. GRAVES Mgmt For For
GERALD GREENWALD Mgmt For For
ELLEN M. HANCOCK Mgmt For For
MICHAEL H. JORDAN Mgmt For For
JACK D. KUEHLER Mgmt For For
EDWARD J. LUDWIG Mgmt For For
JOSEPH P. NEWHOUSE Mgmt For For
01 JUDITH RODIN Mgmt For For
JOHN W. ROWE, M.D. Mgmt For For
RONALD A. WILLIAMS Mgmt For For
R. DAVID YOST Mgmt For For
02 APPROVAL OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS
03 SHAREHOLDER PROPOSAL ON CUMULATIVE Shr For Against
VOTING
04 SHAREHOLDER PROPOSAL ON EXECUTIVE Shr Against For
COMPENSATION
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ALLIED WASTE INDUSTRIES, INC. Agenda: 932156385
CUSIP: 019589308 Meeting Type: Annual
Ticker: AW Meeting Date: 5/21/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 THOMAS H. VAN WEELDEN Mgmt For For
ROBERT M. AGATE Mgmt For For
LEON D. BLACK Mgmt For For
JAMES W. CROWNOVER Mgmt For For
MICHAEL S. GROSS Mgmt For For
DENNIS R. HENDRIX Mgmt For For
J. TOMILSON HILL Mgmt For For
LAWRENCE V. JACKSON Mgmt For For
NOLAN LEHMANN Mgmt For For
HOWARD A. LIPSON Mgmt For For
ANTONY P. RESSLER Mgmt For For
WARREN B. RUDMAN Mgmt For For
02 PROPOSAL TO RATIFY Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT AUDITOR FOR
FISCAL YEAR 2004.
03 PROPOSAL TO EXPENSE THE COSTS OF ALL Shr For Against
FUTURE STOCK OPTIONS ISSUED BY THE
COMPANY IN THE COMPANY S ANNUAL
INCOME STATEMENT.
04 PROPOSAL THAT THE COMPANY DISCLOSE Shr Against For
THE EFFECTS OF EFFORTS TO OPPOSE
PRIVATIZATION ON ITS BUSINESS
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ALLIED WASTE INDUSTRIES, INC. Agenda: 932064861
CUSIP: 019589308 Meeting Type: Special
Ticker: AW Meeting Date: 12/18/2003 ISIN:
For/Against
Proposal Type Vote Management
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01 APPROVAL OF THE ISSUANCE OF SHARES OF Mgmt For For
OUR COMMON STOCK IN EXCHANGE FOR
SHARES OF OUR SERIES A SENIOR
CONVERTIBLE PREFERRED STOCK PURSUANT
TO AN EXCHANGE AGREEMENT BETWEEN THE
COMPANY AND HOLDERS OF THE PREFERRED
STOCK.
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ALTERA CORPORATION Agenda: 932126813
CUSIP: 021441100 Meeting Type: Annual
Ticker: ALTR Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 JOHN P. DAANE Mgmt For For
ROBERT W. REED Mgmt For For
CHARLES M. CLOUGH Mgmt For For
ROBERT J. FINOCCHIO JR Mgmt For For
KEVIN MCGARITY Mgmt For For
PAUL NEWHAGEN Mgmt For For
WILLIAM E. TERRY Mgmt For For
SUSAN WANG Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE 1996 Mgmt For For
STOCK OPTION PLAN TO INCREASE BY
12,000,000 THE NUMBER OF SHARES OF
COMMON STOCK RESERVED FOR ISSUANCE
UNDER THE PLAN.
03 TO APPROVE AN AMENDMENT TO THE 1987 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE BY 1,000,000 THE NUMBER OF
SHARES OF COMMON STOCK RESERVED FOR
ISSUANCE UNDER THE PLAN.
04 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
05 TO CONSIDER A SHAREHOLDER PROPOSAL TO Shr For Against
EXPENSE STOCK OPTION GRANTS ISSUED
BY THE COMPANY.
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AMAZON.COM, INC. Agenda: 932125897
CUSIP: 023135106 Meeting Type: Annual
Ticker: AMZN Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 JEFFREY P. BEZOS Mgmt For For
TOM A. ALBERG Mgmt For For
L. JOHN DOERR Mgmt For For
01 WILLIAM B. GORDON Mgmt For For
MYRTLE S. POTTER Mgmt For For
THOMAS O. RYDER Mgmt For For
PATRICIA Q. STONESIFER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS
03 SHAREHOLDER PROPOSAL PERFORMANCE AND Shr Against For
TIME-BASED RESTRICTED SHARE PROGRAM
FOR EXECUTIVES
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AMERICAN INTERNATIONAL GROUP, INC. Agenda: 932133072
CUSIP: 026874107 Meeting Type: Annual
Ticker: AIG Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 M. AIDINOFF Mgmt For For
P. CHIA Mgmt For For
M. COHEN Mgmt For For
W. COHEN Mgmt For For
M. FELDSTEIN Mgmt For For
E. FUTTER Mgmt For For
M. GREENBERG Mgmt For For
C. HILLS Mgmt For For
F. HOENEMEYER Mgmt For For
R. HOLBROOKE Mgmt For For
D. KANAK Mgmt For For
H. SMITH Mgmt For For
M. SULLIVAN Mgmt For For
E. TSE Mgmt For For
F. ZARB Mgmt For For
02 ADOPT CHIEF EXECUTIVE OFFICER ANNUAL Mgmt For For
COMPENSATION PLAN
03 ADOPT A DIRECTOR STOCK PLAN Mgmt For For
04 RATIFICATION OF INDEPENDENT Mgmt For For
05 SHAREHOLDER PROPOSAL I DESCRIBED IN Shr Against For
THE PROXY STATEMENT
06 SHAREHOLDER PROPOSAL II DESCRIBED IN Shr Against For
THE PROXY STATEMENT
07 SHAREHOLDER PROPOSAL III DESCRIBED IN Shr Against For
THE PROXY STATEMENT
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APPLIED MATERIALS, INC. Agenda: 932095171
CUSIP: 038222105 Meeting Type: Annual
Ticker: AMAT Meeting Date: 3/24/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 MICHAEL H. ARMACOST Mgmt For For
DEBORAH A. COLEMAN Mgmt For For
HERBERT M. DWIGHT, JR. Mgmt For For
PHILIP V. GERDINE Mgmt For For
PAUL R. LOW Mgmt For For
DAN MAYDAN Mgmt For For
STEVEN L. MILLER Mgmt For For
JAMES C. MORGAN Mgmt For For
GERHARD H. PARKER Mgmt For For
MICHAEL R. SPLINTER Mgmt For For
02 TO APPROVE THE AMENDED AND RESTATED Mgmt For For
EMPLOYEE STOCK INCENTIVE PLAN.
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ARBITRON INC. Agenda: 932127118
CUSIP: 03875Q108 Meeting Type: Annual
Ticker: ARB Meeting Date: 5/17/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ALAN ALDWORTH Mgmt For For
ERICA FARBER Mgmt For For
KENNETH F. GORMAN Mgmt For For
PHILIP GUARASCIO Mgmt For For
LARRY E. KITTELBERGER Mgmt For For
STEPHEN B. MORRIS Mgmt For For
LUIS G. NOGALES Mgmt For For
LAWRENCE PERLMAN Mgmt For For
RICHARD A. POST Mgmt For For
02 AMENDMENT AND RESTATEMENT OF THE Mgmt For For
ARBITRON INC. 1999 STOCK INCENTIVE
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AUTOMATIC DATA PROCESSING, INC. Agenda: 932040152
CUSIP: 053015103 Meeting Type: Annual
Ticker: ADP Meeting Date: 11/11/2003 ISIN:
For/Against
Proposal Type Vote Management
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01 GREGORY D. BRENNEMAN Mgmt For For
01 LESLIE A. BRUN Mgmt For For
GARY C. BUTLER Mgmt For For
JOSEPH A. CALIFANO, JR. Mgmt For For
LEON G. COOPERMAN Mgmt For For
ANN DIBBLE JORDAN Mgmt For For
HARVEY M. KRUEGER Mgmt For For
FREDERIC V. MALEK Mgmt For For
HENRY TAUB Mgmt For For
ARTHUR F. WEINBACH Mgmt For For
JOSH S. WESTON Mgmt For For
02 APPROVAL OF THE AMENDMENTS TO THE Mgmt For For
COMPANY S 2000 KEY EMPLOYEES STOCK
OPTION PLAN
03 APPROVAL OF THE AMENDMENT TO THE Mgmt For For
COMPANY S EMPLOYEES SAVINGS- STOCK
PURCHASE PLAN
04 APPROVAL OF THE COMPANY S 2003 Mgmt For For
DIRECTOR STOCK PLAN
05 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
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BAKER HUGHES INCORPORATED Agenda: 932105580
CUSIP: 057224107 Meeting Type: Annual
Ticker: BHI Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 EDWARD P. DJEREJIAN Mgmt For For
H. JOHN RILEY, JR. Mgmt For For
CHARLES L. WATSON Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE AS Mgmt For For
THE COMPANY S INDEPENDENT AUDITOR FOR
FISCAL YEAR 2004.
03 STOCKHOLDER PROPOSAL NO. 1 - Shr For Against
REGARDING CLASSIFIED BOARDS.
04 STOCKHOLDER PROPOSAL NO. 2 - Shr For Against
REGARDING POISON PILLS.
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THE BANK OF NEW YORK COMPANY, INC. Agenda: 932100302
CUSIP: 064057102 Meeting Type: Annual
Ticker: BK Meeting Date: 4/13/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 MR. BIONDI Mgmt For For
MR. DONOFRIO Mgmt For For
MR. GRIFFITH Mgmt For For
01 MR. HASSELL Mgmt For For
MR. KOGAN Mgmt For For
MR. KOWALSKI Mgmt For For
MR. LUKE Mgmt For For
MR. MALONE Mgmt For For
MR. MYNERS Mgmt For For
MR. POZEN Mgmt For For
MS. REIN Mgmt For For
MR. RENYI Mgmt For For
MR. RICHARDSON Mgmt For For
MR. ROBERTS Mgmt For For
MR. SCOTT Mgmt For For
02 RATIFICATION OF AUDITORS Mgmt For For
03 APPROVAL OF AN AMENDMENT TO THE 2004 Mgmt Against Against
MANAGEMENT INCENTIVE COMPENSATION
04 SHAREHOLDER PROPOSAL WITH RESPECT TO Shr Against For
POLITICAL CONTRIBUTIONS
05 SHAREHOLDER PROPOSAL WITH RESPECT TO Shr Against For
EXECUTIVE COMPENSATION
06 SHAREHOLDER PROPOSAL WITH RESPECT TO Shr Against For
THE COMPOSITION OF THE RISK COMMITTEE
07 SHAREHOLDER PROPOSAL WITH RESPECT TO Shr For Against
THE COMPANY S RIGHTS PLAN
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CAPITAL ONE FINANCIAL CORPORATION Agenda: 932093824
CUSIP: 14040H105 Meeting Type: Annual
Ticker: COF Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 W. RONALD DIETZ Mgmt For For
LEWIS HAY, III Mgmt For For
MAYO A. SHATTUCK, III Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
INDEPENDENT AUDITORS OF THE
CORPORATION FOR 2004.
03 APPROVAL OF CAPITAL ONE S 2004 STOCK Mgmt For For
INCENTIVE PLAN.
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CAPITALSOURCE INC. Agenda: 932136232
CUSIP: 14055X102 Meeting Type: Annual
Ticker: CSE Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ANDREW B. FREMDER Mgmt For For
01 TULLY M. FRIEDMAN Mgmt For For
PAUL R. WOOD Mgmt For For
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CAREMARK RX, INC. Agenda: 932127790
CUSIP: 141705103 Meeting Type: Annual
Ticker: CMX Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 EDWIN M. BANKS Mgmt For For
COLLEEN C. WELCH, PH.D. Mgmt For For
ROGER L. HEADRICK Mgmt For For
JEAN-PIERRE MILLON Mgmt For For
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CAREMARK RX, INC. Agenda: 932097416
CUSIP: 141705103 Meeting Type: Special
Ticker: CMX Meeting Date: 3/22/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 TO APPROVE AND ADOPT AN AMENDMENT TO Mgmt For For
CAREMARK S CERTIFICATE OF
INCORPORATION THAT WILL INCREASE THE
TOTAL NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 400 MILLION SHARES
TO 700 MILLION SHARES. THIS AMENDMENT
IS DESCRIBED IN THE ACCOMPANYING
JOINT PROXY STATEMENT/PROSPECTUS.
02 TO APPROVE THE ISSUANCE OF CAREMARK Mgmt For For
COMMON STOCK TO ADVANCEPCS
STOCKHOLDERS IN THE MERGER PURSUANT
TO THE MERGER AGREEMENT. IN THE
MERGER, COUGAR MERGER CORPORATION
WILL MERGE WITH AND INTO ADVANCEPCS,
WITH ADVANCEPCS SURVIVING THE MERGER
AS A WHOLLY OWNED SUBSIDIARY OF
CAREMARK, AS DESCRIBED IN THE MERGER
AGREEMENT AND THE ACCOMPANYING JOINT
PROXY STATEMENT/PROSPECTUS.
03 TO APPROVE AND ADOPT AN AMENDMENT TO Mgmt Against Against
CAREMARK S CERTIFICATE OF
INCORPORATION TO INCREASE THE TOTAL
NUMBER OF AUTHORIZED SHARES OF (A)
PREFERRED STOCK FROM 9.5 MILLION
SHARES TO 10.5 MILLION SHARES AND (B)
SERIES C PARTICIPATING PREFERRED
STOCK FROM 500,000 SHARES TO 7
MILLION SHARES. THIS AMENDMENT IS
DESCRIBED IN THE ACCOMPANYING JOINT
PROXY STATEMENT/PROSPECTUS.
04 TO APPROVE THE CAREMARK RX, INC. 2004 Mgmt For For
INCENTIVE STOCK PLAN. THE CAREMARK
RX, INC. 2004 INCENTIVE STOCK PLAN IS
DESCRIBED IN THE ACCOMPANYING JOINT
PROXY STATEMENT/PROSPECTUS.
05 TO ADJOURN OR POSTPONE THE CAREMARK Mgmt For For
SPECIAL MEETING, IF NECESSARY, FOR
THE PURPOSE OF SOLICITING ADDITIONAL
PROXIES.
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CARNIVAL CORPORATION Agenda: 932098622
CUSIP: 143658300 Meeting Type: Annual
Ticker: CCL Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 MICKY ARISON Mgmt For For
AMB RICHARD G. CAPEN JR Mgmt For For
ROBERT H. DICKINSON Mgmt For For
ARNOLD W. DONALD Mgmt For For
PIER LUIGI FOSCHI Mgmt For For
HOWARD S. FRANK Mgmt For For
BARONESS HOGG Mgmt For For
A. KIRK LANTERMAN Mgmt For For
MODESTO A. MAIDIQUE Mgmt For For
JOHN P. MCNULTY Mgmt For For
PETER RATCLIFFE Mgmt For For
SIR JOHN PARKER Mgmt For For
STUART SUBOTNICK Mgmt For For
UZI ZUCKER Mgmt For For
02 TO APPOINT PRICEWATERHOUSECOOPERS AS Mgmt For For
INDEPENDENT AUDITORS FOR CARNIVAL PLC
AND TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR CARNIVAL CORPORATION.
03 TO AUTHORIZE THE AUDIT COMMITTEE OF Mgmt For For
CARNIVAL PLC TO AGREE THE
REMUNERATION OF THE INDEPENDENT
04 TO RECEIVE THE ACCOUNTS AND REPORTS Mgmt For For
FOR CARNIVAL PLC FOR THE FINANCIAL
PERIOD ENDED NOVEMBER 30, 2003.
05 TO APPROVE THE DIRECTORS Mgmt For For
REMUNERATION REPORT OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE AUTHORITY TO Mgmt For For
ALLOT SHARES BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION OF PRE- Mgmt For For
EMPTION RIGHTS FOR CARNIVAL PLC
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CENTURYTEL, INC. Agenda: 932120873
CUSIP: 156700106 Meeting Type: Annual
Ticker: CTL Meeting Date: 5/6/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 WILLIAM R. BOLES, JR. Mgmt For For
W. BRUCE HANKS Mgmt For For
C.G. MELVILLE, JR. Mgmt For For
GLEN F. POST, III Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT AUDITOR
FOR 2004.
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CERIDIAN CORPORATION Agenda: 932128449
CUSIP: 156779100 Meeting Type: Annual
Ticker: CEN Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 WILLIAM J. CADOGAN Mgmt For For
NICHOLAS D. CHABRAJA Mgmt For For
ROBERT H. EWALD Mgmt For For
RONALD T. LEMAY Mgmt For For
GEORGE R. LEWIS Mgmt For For
RONALD L. TURNER Mgmt For For
CAROLE J. UHRICH Mgmt For For
ALAN F. WHITE Mgmt For For
02 PROPOSAL TO APPROVE THE CERIDIAN Mgmt For For
CORPORATION 2004 LONG-TERM STOCK
INCENTIVE PLAN.
03 PROPOSAL TO APPROVE THE CERIDIAN Mgmt For For
CORPORATION AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN.
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CHOICEPOINT INC. Agenda: 932117864
CUSIP: 170388102 Meeting Type: Annual
Ticker: CPS Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN B. MCCOY* Mgmt For For
THOMAS M. COUGHLIN** Mgmt For For
DEREK V. SMITH** Mgmt For For
02 PROPOSAL TO APPROVE THE CHOICEPOINT Mgmt For For
INC. DEFERRED COMPENSATION PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR CHOICEPOINT
FOR THE YEAR ENDING DECEMBER 31,
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CIENA CORPORATION Agenda: 932086374
CUSIP: 171779101 Meeting Type: Annual
Ticker: CIEN Meeting Date: 3/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PATRICK H. NETTLES Mgmt For For
JOHN R. DILLON Mgmt For For
LAWTON W. FITT Mgmt For For
- -------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. Agenda: 932046899
CUSIP: 17275R102 Meeting Type: Annual
Ticker: CSCO Meeting Date: 11/11/2003 ISIN:
For/Against
Proposal Type Vote Management
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01 CAROL A. BARTZ Mgmt For For
LARRY R. CARTER Mgmt For For
JOHN T. CHAMBERS Mgmt For For
DR. JAMES F. GIBBONS Mgmt For For
DR. JOHN L. HENNESSY Mgmt For For
RODERICK C. MCGEARY Mgmt For For
JAMES C. MORGAN Mgmt For For
JOHN P. MORGRIDGE Mgmt For For
DONALD T. VALENTINE Mgmt For For
STEVEN M. WEST Mgmt For For
JERRY YANG Mgmt For For
02 TO APPROVE AN AMENDMENT AND Mgmt For For
RESTATEMENT OF THE EMPLOYEE STOCK
PURCHASE PLAN, INCLUDING AN INCREASE
OF 100,000,000 SHARES AUTHORIZED FOR
ISSUANCE UNDER THE PLAN AND A 5-YEAR
EXTENSION OF THE PLAN, AS MORE FULLY
SET FORTH IN THE ACCOMPANYING PROXY
STATEMENT.
03 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS CISCO S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JULY 31, 2004.
04 PROPOSAL SUBMITTED BY A SHAREHOLDER Shr Against For
THAT THE BOARD PREPARE A REPORT EACH
FISCAL YEAR ON CISCO HARDWARE AND
SOFTWARE PROVIDED TO GOVERNMENT
AGENCIES AND STATE-OWNED
COMMUNICATIONS OR INFORMATION
TECHNOLOGY ENTITIES IN ANY COUNTRY,
AS MORE FULLY SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT.
05 PROPOSAL SUBMITTED BY SHAREHOLDERS Shr Against For
THAT THE BOARD S COMPENSATION
COMMITTEE PREPARE AND MAKE AVAILABLE
BY JANUARY 1, 2004, A REPORT
COMPARING TOTAL COMPENSATION OF THE
COMPANY S TOP EXECUTIVES AND ITS
LOWEST PAID WORKERS IN THE U.S. AND
ABROAD AS OF SPECIFIC DATES, AS MORE
FULLY SET FORTH IN THE ACCOMPANYING
PROXY STATEMENT.
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CITY NATIONAL CORPORATION Agenda: 932115810
CUSIP: 178566105 Meeting Type: Annual
Ticker: CYN Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RUSSELL GOLDSMITH Mgmt For For
MICHAEL L. MEYER Mgmt For For
RONALD L. OLSON Mgmt For For
02 PROPOSAL TO APPROVE THE AMENDED AND Mgmt For For
RESTATED 2002 OMNIBUS PLAN
03 PROPOSAL TO APPROVE THE AMENDED AND Mgmt For For
RESTATED 1999 VARIABLE BONUS PLAN
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CONCORD EFS, INC. Agenda: 932049201
CUSIP: 206197105 Meeting Type: Special
Ticker: CE Meeting Date: 10/28/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF APRIL 1, 2003,
AMONG FIRST DATA CORPORATION, MONACO
SUBSIDIARY CORPORATION, A WHOLLY
OWNED SUBSIDIARY OF FIRST DATA
CORPORATION, AND CONCORD EFS, INC.
- -------------------------------------------------------------------------------------------------------
CONCORD EFS, INC. Agenda: 932088378
CUSIP: 206197105 Meeting Type: Special
Ticker: CE Meeting Date: 2/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF APRIL 1, 2003, AS
AMENDED BY THE AMENDMENT AND ABEYANCE
AGREEMENT, DATED AS OF DECEMBER 14,
2003, AMONG FIRST DATA CORPORATION,
MONACO SUBSIDIARY CORPORATION, A
WHOLLY OWNED SUBSIDIARY OF FIRST DATA
CORPORATION,
- -------------------------------------------------------------------------------------------------------
CORNING INCORPORATED Agenda: 932106467
CUSIP: 219350105 Meeting Type: Annual
Ticker: GLW Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JEREMY R. KNOWLES Mgmt For For
EUGENE C. SIT Mgmt For For
WILLIAM D. SMITHBURG Mgmt For For
HANSEL E. TOOKES II Mgmt For For
WENDELL P. WEEKS Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
CORNING S INDEPENDENT AUDITORS FOR
FISCAL YEAR ENDING DECEMBER 31, 2004.
03 SHAREHOLDER PROPOSAL RELATING TO Shr For Against
SEVERANCE AGREEMENTS WITH SENIOR
EXECUTIVES.
- -------------------------------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION Agenda: 932077666
CUSIP: 22160K105 Meeting Type: Annual
Ticker: COST Meeting Date: 1/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 BENJAMIN S. CARSON* Mgmt For For
HAMILTON E. JAMES* Mgmt For For
JILL S. RUCKELSHAUS* Mgmt For For
WILLIAM H. GATES, II* Mgmt For For
DANIEL J. EVANS** Mgmt For For
02 SHAREHOLDER PROPOSAL TO ELECT Shr For Against
DIRECTORS ANNUALLY AND NOT BY
03 SHAREHOLDER PROPOSAL TO DEVELOP A Shr Against For
POLICY FOR LAND PROCUREMENT.
04 RATIFICATION OF SELECTION OF Mgmt For For
INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------
COVAD COMMUNICATIONS GROUP, INC. Agenda: 932161653
CUSIP: 222814204 Meeting Type: Annual
Ticker: COVD Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 L. DALE CRANDALL Mgmt For For
HELLENE S. RUNTAGH Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS, Mgmt For For
PRICEWATERHOUSECOOPERS LLP, FOR THE
2004 FISCAL YEAR
- -------------------------------------------------------------------------------------------------------
DOLLAR GENERAL CORPORATION Agenda: 932125140
CUSIP: 256669102 Meeting Type: Annual
Ticker: DG Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DAVID L. BERE Mgmt For For
DENNIS C. BOTTORFF Mgmt For For
BARBARA L. BOWLES Mgmt For For
JAMES L. CLAYTON Mgmt For For
REGINALD D. DICKSON Mgmt For For
E. GORDON GEE Mgmt For For
BARBARA M. KNUCKLES Mgmt For For
DAVID A. PERDUE Mgmt For For
J. NEAL PURCELL Mgmt For For
JAMES D. ROBBINS Mgmt For For
DAVID M. WILDS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS
- -------------------------------------------------------------------------------------------------------
EBAY INC. Agenda: 932168924
CUSIP: 278642103 Meeting Type: Annual
Ticker: EBAY Meeting Date: 6/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PHILIPPE BOURGUIGNON Mgmt For For
THOMAS J. TIERNEY Mgmt For For
MARGARET C. WHITMAN Mgmt For For
02 APPROVAL OF AMENDMENTS TO OUR 1999 Mgmt Against Against
GLOBAL EQUITY INCENTIVE PLAN,
INCLUDING AN AMENDMENT TO INCREASE BY
6,000,000 THE NUMBER OF SHARES OF
COMMON STOCK THAT MAY BE ISSUED UNDER
OUR 1999 PLAN.
03 APPROVAL OF AN AMENDMENT TO OUR 2001 Mgmt Against Against
EQUITY INCENTIVE PLAN TO INCREASE BY
18,000,000 THE NUMBER OF SHARES OF
COMMON STOCK THAT MAY BE ISSUED UNDER
OUR 2001 PLAN.
04 APPROVAL OF AN AMENDMENT TO OUR Mgmt For For
CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF
SHARES OF COMMON STOCK FROM
900,000,000 TO 1,790,000,000 SHARES.
05 RATIFICATION OF SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2004.
06 STOCKHOLDER PROPOSAL REQUESTING THE Shr For Against
EXPENSING OF STOCK OPTIONS.
- -------------------------------------------------------------------------------------------------------
ELECTRONIC DATA SYSTEMS CORPORATION Agenda: 932133135
CUSIP: 285661104 Meeting Type: Annual
Ticker: EDS Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROGER A. ENRICO Mgmt For For
ELLEN M. HANCOCK Mgmt For For
C. ROBERT KIDDER Mgmt Withheld Against
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
AUDITORS.
03 SHAREHOLDER PROPOSAL REGARDING Shr For Against
CLASSIFIED BOARD.
04 SHAREHOLDER PROPOSAL REGARDING RIGHTS Shr For Against
PLAN.
05 SHAREHOLDER PROPOSAL REGARDING Shr For Against
MAJORITY VOTE.
- -------------------------------------------------------------------------------------------------------
EXPEDIA, INC. Agenda: 932028031
CUSIP: 302125109 Meeting Type: Special
Ticker: EXPE Meeting Date: 8/8/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF MARCH 18, 2003,
AMONG USA INTERACTIVE (NOW
INTERACTIVECORP), EQUINOX MERGER
CORP. AND EXPEDIA, INC., AND THE
TRANSACTIONS CONTEMPLATED THEREBY. A
COPY OF THE MERGER AGREEMENT IS SET
FORTH IN APPENDIX A TO THE PROXY AND
INFORMATION STATEMENT/PROSPECTUS,
DATED JULY 9, 2003.
- -------------------------------------------------------------------------------------------------------
EXPRESS SCRIPTS, INC. Agenda: 932150105
CUSIP: 302182100 Meeting Type: Annual
Ticker: ESRX Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GARY G. BENANAV Mgmt For For
FRANK J. BORELLI Mgmt For For
NICHOLAS J. LAHOWCHIC Mgmt For For
THOMAS P. MAC MAHON Mgmt For For
JOHN O. PARKER, JR. Mgmt For For
GEORGE PAZ Mgmt For For
SAMUEL K. SKINNER Mgmt For For
SEYMOUR STERNBERG Mgmt For For
BARRETT A. TOAN Mgmt For For
HOWARD L. WALTMAN Mgmt For For
02 APPROVAL AND RATIFICATION OF THE Mgmt For For
PROPOSED AMENDMENT TO THE COMPANY S
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF THE COMPANY S
COMMON STOCK FROM 181,000,000 SHARES
TO 275,000,000 SHARES.
03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
2004.
- -------------------------------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATI Agenda: 932098343
CUSIP: 313400301 Meeting Type: Annual
Ticker: FRE Meeting Date: 3/31/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOAN E. DONOGHUE Mgmt For For
MICHELLE ENGLER Mgmt For For
RICHARD KARL GOELTZ Mgmt For For
GEORGE D. GOULD Mgmt For For
01 HENRY KAUFMAN Mgmt For For
JOHN B. MCCOY Mgmt For For
SHAUN F. O'MALLEY Mgmt For For
RONALD F. POE Mgmt For For
STEPHEN A. ROSS Mgmt For For
DONALD J. SCHUENKE Mgmt For For
CHRISTINA SEIX Mgmt For For
RICHARD F. SYRON Mgmt For For
WILLIAM J. TURNER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS FOR THE YEAR
- -------------------------------------------------------------------------------------------------------
FIRST DATA CORPORATION Agenda: 932125657
CUSIP: 319963104 Meeting Type: Annual
Ticker: FDC Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HENRY C. DUQUES Mgmt For For
CHARLES T. FOTE Mgmt For For
RICHARD P. KIPHART Mgmt For For
JOAN E. SPERO Mgmt For For
02 THE RATIFICATION OF THE SELECTION OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR 2004.
- -------------------------------------------------------------------------------------------------------
FIRST DATA CORPORATION Agenda: 932049073
CUSIP: 319963104 Meeting Type: Special
Ticker: FDC Meeting Date: 10/28/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO APPROVE THE ISSUANCE OF SHARES OF Mgmt For For
FIRST DATA COMMON STOCK AS
CONTEMPLATED BY THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF APRIL 1,
2003, AMONG FIRST DATA CORPORATION,
MONACO SUBSIDIARY CORPORATION, A
WHOLLY OWNED SUBSIDIARY OF FIRST DATA
CORPORATION, AND CONCORD EFS, INC.
- -------------------------------------------------------------------------------------------------------
FOX ENTERTAINMENT GROUP, INC. Agenda: 932054771
CUSIP: 35138T107 Meeting Type: Annual
Ticker: FOX Meeting Date: 11/25/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 K. RUPERT MURDOCH Mgmt For For
PETER CHERNIN Mgmt For For
DAVID F. DEVOE Mgmt For For
ARTHUR M. SISKIND Mgmt For For
LACHLAN K. MURDOCH Mgmt For For
CHRISTOS M. COTSAKOS Mgmt For For
THOMAS W. JONES Mgmt For For
PETER POWERS Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS.
- -------------------------------------------------------------------------------------------------------
GAP, INC. Agenda: 932114969
CUSIP: 364760108 Meeting Type: Annual
Ticker: GPS Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HOWARD BEHAR Mgmt For For
ADRIAN D.P. BELLAMY Mgmt For For
DONALD G. FISHER Mgmt For For
DORIS F. FISHER Mgmt For For
ROBERT J. FISHER Mgmt For For
GLENDA A. HATCHETT Mgmt For For
PENELOPE L. HUGHES Mgmt For For
BOB L. MARTIN Mgmt For For
JORGE P. MONTOYA Mgmt For For
PAUL S. PRESSLER Mgmt For For
JAMES M. SCHNEIDER Mgmt For For
MAYO A. SHATTUCK III Mgmt For For
MARGARET C. WHITMAN Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT AUDITORS
03 TO APPROVE THE PROPOSAL TO AMEND AND Mgmt For For
RESTATE THE COMPANY S EXECUTIVE
MANAGEMENT INCENTIVE CASH AWARD PLAN
04 A SHAREHOLDER PROPOSAL REGARDING Shr Against For
EXECUTIVE COMPENSATION
- -------------------------------------------------------------------------------------------------------
GEMSTAR-TV GUIDE INTERNATIONAL, INC. Agenda: 932132777
CUSIP: 36866W106 Meeting Type: Annual
Ticker: GMST Meeting Date: 6/3/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 NICHOLAS DONATIELLO, JR Mgmt For For
JAMES E. MEYER Mgmt For For
LACHLAN K. MURDOCH Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
THE COMPANY S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
GRUPO TELEVISA, S.A. Agenda: 932076587
CUSIP: 40049J206 Meeting Type: Annual
Ticker: TV Meeting Date: 12/23/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 AMENDMENTS TO THE DEED OF ISSUANCE OF Mgmt For
THE ORDINARY PARTICIPATION
02 RESOLUTION IN CONNECTION WITH THE Mgmt For
ISSUANCE AND EXCHANGE OF CERTIFICATES
THAT EVIDENCE THE ABOVE-MENTIONED
ORDINARY PARTICIPATION CERTIFICATES
03 GENERAL MATTERS RELATED TO THE ABOVE Mgmt For
ISSUES
E4 AMEND ARTICLES OF THE BY-LAWS Mgmt For
E5 REPORT REGARDING THE PURCHASE AND Mgmt For
SALE OF SHARES OF THE COMPANY AND
AMENDMENT TO ARTICLE SIXTH OF THE
COMPANY S BY-LAWS
E6 APPOINTMENT OF DELEGATES WHO WILL Mgmt For
CARRY OUT AND FORMALIZE THE
RESOLUTIONS ADOPTED AT THIS MEETING
- -------------------------------------------------------------------------------------------------------
HCA INC. Agenda: 932144885
CUSIP: 404119109 Meeting Type: Annual
Ticker: HCA Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 C. MICHAEL ARMSTRONG Mgmt For For
MAGDALENA H AVERHOFF MD Mgmt For For
JACK O. BOVENDER, JR. Mgmt For For
RICHARD M. BRACKEN Mgmt For For
MARTIN FELDSTEIN Mgmt For For
THOMAS F. FRIST, JR. MD Mgmt For For
FREDERICK W. GLUCK Mgmt For For
GLENDA A. HATCHETT Mgmt For For
CHARLES O. HOLLIDAY JR. Mgmt For For
T. MICHAEL LONG Mgmt For For
JOHN H. MCARTHUR Mgmt For For
01 KENT C. NELSON Mgmt For For
FRANK S. ROYAL, MD Mgmt For For
HAROLD T. SHAPIRO Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
HCA S INDEPENDENT AUDITOR, AS
DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA INC. AMENDED AND Mgmt For For
RESTATED MANAGEMENT STOCK PURCHASE
PLAN.
- -------------------------------------------------------------------------------------------------------
HOMESTORE, INC. Agenda: 932195402
CUSIP: 437852106 Meeting Type: Annual
Ticker: HOMS Meeting Date: 6/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM E. KELVIE Mgmt For For
KENNETH K. KLEIN Mgmt For For
- -------------------------------------------------------------------------------------------------------
INTERACTIVECORP Agenda: 932175347
CUSIP: 45840Q101 Meeting Type: Annual
Ticker: IACI Meeting Date: 6/23/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD N. BARTON Mgmt For For
ROBERT R. BENNETT Mgmt For For
EDGAR BRONFMAN, JR. Mgmt For For
BARRY DILLER Mgmt For For
VICTOR A. KAUFMAN Mgmt For For
DONALD R. KEOUGH* Mgmt For For
MARIE-JOSEE KRAVIS Mgmt For For
JOHN C. MALONE Mgmt For For
STEVEN RATTNER Mgmt For For
GEN. H.N. SCHWARZKOPF* Mgmt For For
ALAN G. SPOON* Mgmt For For
DIANE VON FURSTENBERG Mgmt For For
02 THE PROPOSAL TO RATIFY THE Mgmt For For
APPOINTMENT OF ERNST & YOUNG LLP TO
SERVE AS THE INDEPENDENT AUDITORS OF
THE COMPANY FOR THE YEAR ENDING
- -------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP Agenda: 932089661
CUSIP: 459200101 Meeting Type: Annual
Ticker: IBM Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 C. BLACK Mgmt For For
K.I. CHENAULT Mgmt For For
C. GHOSN Mgmt For For
N.O. KEOHANE Mgmt For For
C.F. KNIGHT Mgmt For For
L.A. NOTO Mgmt For For
S.J. PALMISANO Mgmt For For
J.B. SLAUGHTER Mgmt For For
J.E. SPERO Mgmt For For
S. TAUREL Mgmt For For
C.M. VEST Mgmt For For
L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT ACCOUNTANTS
(PRICEWATERHOUSECOOPERS LLP) (PAGE
03 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT ACCOUNTANTS FOR THE
BUSINESS CONSULTING SERVICES UNIT
(ERNST & YOUNG LLP) (PAGE 22)
04 APPROVAL OF LONG-TERM INCENTIVE Mgmt For For
PERFORMANCE TERMS FOR CERTAIN
EXECUTIVES (PAGE 23)
05 STOCKHOLDER PROPOSAL ON: CUMULATIVE Shr For Against
VOTING (PAGE 25)
06 STOCKHOLDER PROPOSAL ON: PENSION AND Shr Against For
RETIREMENT MEDICAL (PAGE 25)
07 STOCKHOLDER PROPOSAL ON: EXECUTIVE Shr Against For
COMPENSATION (PAGE 26)
08 STOCKHOLDER PROPOSAL ON: EXPENSING Shr For Against
STOCK OPTIONS (PAGE 28)
09 STOCKHOLDER PROPOSAL ON: DISCLOSURE Shr Against For
OF EXECUTIVE COMPENSATION (PAGE 29)
10 STOCKHOLDER PROPOSAL ON: CHINA Shr Against For
BUSINESS PRINCIPLES (PAGE 30)
11 STOCKHOLDER PROPOSAL ON: POLITICAL Shr Against For
CONTRIBUTIONS (PAGE 31)
12 STOCKHOLDER PROPOSAL ON: A REVIEW OF Shr Against For
EXECUTIVE COMPENSATION POLICIES (PAGE
32)
- -------------------------------------------------------------------------------------------------------
THE INTERPUBLIC GROUP OF COMPANIES, Agenda: 932159141
CUSIP: 460690100 Meeting Type: Annual
Ticker: IPG Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DAVID A. BELL Mgmt For For
FRANK J. BORELLI Mgmt For For
REGINALD K. BRACK Mgmt For For
JILL M. CONSIDINE Mgmt For For
CHRISTOPHER J. COUGHLIN Mgmt For For
JOHN J. DOONER, JR. Mgmt For For
RICHARD A. GOLDSTEIN Mgmt For For
H. JOHN GREENIAUS Mgmt For For
MICHAEL I. ROTH Mgmt For For
J. PHILLIP SAMPER Mgmt For For
02 APPROVAL OF 2004 PERFORMANCE Mgmt For For
INCENTIVE PLAN.
03 APPROVAL OF THE INTERPUBLIC NON- Mgmt For For
MANAGEMENT DIRECTORS STOCK INCENTIVE
PLAN.
04 CONFIRMATION OF Mgmt For For
PRICEWATERHOUSECOOPERS AS INDEPENDENT
05 APPROVAL OF PROPOSED SHAREHOLDER Shr Against For
RESOLUTION ON NORTHERN IRELAND.
- -------------------------------------------------------------------------------------------------------
INVESTMENT TECHNOLOGY GROUP, INC. Agenda: 932119402
CUSIP: 46145F105 Meeting Type: Annual
Ticker: ITG Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J. WILLIAM BURDETT Mgmt For For
WILLIAM I. JACOBS Mgmt For For
RAYMOND L. KILLIAN, JR. Mgmt For For
ROBERT L. KING Mgmt For For
MAUREEN O'HARA Mgmt For For
ROBERT J. RUSSEL Mgmt For For
MARK A. WOLFSON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
KPMG LLP AS THE INDEPENDENT AUDITORS
FOR THE 2004 FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
J.P. MORGAN CHASE & CO. Agenda: 932142211
CUSIP: 46625H100 Meeting Type: Annual
Ticker: JPM Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MERGER PROPOSAL Mgmt For For
02 HANS W. BECHERER Mgmt For For
FRANK A. BENNACK, JR. Mgmt For For
JOHN H. BIGGS Mgmt For For
LAWRENCE A. BOSSIDY Mgmt For For
ELLEN V. FUTTER Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
WILLIAM B. HARRISON, JR Mgmt For For
HELENE L. KAPLAN Mgmt For For
LEE R. RAYMOND Mgmt For For
JOHN R. STAFFORD Mgmt For For
03 APPOINTMENT OF EXTERNAL AUDITOR Mgmt For For
04 RE-APPROVAL OF KEY EXECUTIVE Mgmt Against Against
PERFORMANCE PLAN
05 ADJOURNMENT OF MEETING, IF NECESSARY, Mgmt For For
TO SOLICIT ADDITIONAL PROXIES
06 DIRECTOR TERM LIMIT Shr Against For
07 CHARITABLE CONTRIBUTIONS Shr Against For
08 POLITICAL CONTRIBUTIONS Shr Against For
09 SEPARATION OF CHAIRMAN AND CEO Shr Against For
10 DERIVATIVE DISCLOSURE Shr Against For
11 AUDITOR INDEPENDENCE Shr Against For
12 DIRECTOR COMPENSATION Shr Against For
13 PAY DISPARITY Shr Against For
- -------------------------------------------------------------------------------------------------------
JABIL CIRCUIT, INC. Agenda: 932072109
CUSIP: 466313103 Meeting Type: Annual
Ticker: JBL Meeting Date: 1/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM D. MOREAN Mgmt For For
THOMAS A. SANSONE Mgmt For For
TIMOTHY L. MAIN Mgmt For For
LAWRENCE J. MURPHY Mgmt For For
MEL S. LAVITT Mgmt For For
STEVEN A. RAYMUND Mgmt For For
01 FRANK A. NEWMAN Mgmt For For
LAURENCE S. GRAFSTEIN Mgmt For For
02 TO APPROVE AMENDMENTS TO THE JABIL Mgmt For For
CIRCUIT, INC. 2002 STOCK INCENTIVE
PLAN TO (I) PROVIDE FOR AN INCREASE
IN THE AGGREGATE SHARES OF COMMON
STOCK THAT MAY BE SUBJECT TO FUTURE
AWARDS FROM 1,512,705 TO 11,512,705
SHARES, (II) PROHIBIT THE REPRICING
OF OUTSTANDING STOCK OPTIONS, AND
(III) REQUIRE STOCKHOLDER APPROVAL
FOR CERTAIN AMENDMENTS TO THE PLAN.
03 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR JABIL.
- -------------------------------------------------------------------------------------------------------
KLA-TENCOR CORPORATION Agenda: 932048475
CUSIP: 482480100 Meeting Type: Annual
Ticker: KLAC Meeting Date: 11/5/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 H. RAYMOND BINGHAM Mgmt For For
ROBERT T. BOND Mgmt For For
RICHARD J. ELKUS, JR. Mgmt For For
MICHAEL E. MARKS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
JUNE 30, 2004.
- -------------------------------------------------------------------------------------------------------
KOHL'S CORPORATION Agenda: 932117840
CUSIP: 500255104 Meeting Type: Annual
Ticker: KSS Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WAYNE EMBRY Mgmt For For
JOHN F. HERMA Mgmt For For
R. LAWRENCE MONTGOMERY Mgmt For For
FRANK V. SICA Mgmt For For
02 RATIFY APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS.
03 SHAREHOLDER PROPOSAL REQUESTING THAT Shr Against For
THE BOARD OF DIRECTORS COMPENSATION
COMMITTEE, IN DEVELOPING FUTURE
EXECUTIVE EQUITY COMPENSATION PLANS,
UTILIZE PERFORMANCE AND TIME-BASED
RESTRICTED SHARE PROGRAMS IN LIEU OF
STOCK OPTIONS.
04 SHAREHOLDER PROPOSAL REQUESTING THE Shr Against For
BOARD OF DIRECTORS TO AMEND THE
COMPANY S BY-LAWS TO REQUIRE THAT AN
INDEPENDENT DIRECTOR, AS DEFINED BY
THE RULES OF THE NEW YORK STOCK
EXCHANGE, BE ITS CHAIRMAN OF THE
BOARD OF DIRECTORS.
- -------------------------------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION Agenda: 932163253
CUSIP: 530718105 Meeting Type: Annual
Ticker: L Meeting Date: 6/9/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT R. BENNETT Mgmt For For
PAUL A. GOULD Mgmt For For
JOHN C. MALONE Mgmt For For
02 APPROVAL OF THE LIBERTY MEDIA Mgmt For For
CORPORATION 2000 INCENTIVE PLAN (AS
AMENDED AND RESTATED EFFECTIVE APRIL
19, 2004)
03 RATIFICATION OF KPMG LLP AS OUR Mgmt For For
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
LINEAR TECHNOLOGY CORPORATION Agenda: 932051028
CUSIP: 535678106 Meeting Type: Annual
Ticker: LLTC Meeting Date: 11/5/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT H. SWANSON, JR. Mgmt For For
DAVID S. LEE Mgmt For For
LEO T. MCCARTHY Mgmt For For
RICHARD M. MOLEY Mgmt For For
THOMAS S. VOLPE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR
ENDING JUNE 27, 2004.
- -------------------------------------------------------------------------------------------------------
LOWE'S COMPANIES, INC. Agenda: 932151525
CUSIP: 548661107 Meeting Type: Annual
Ticker: LOW Meeting Date: 5/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LEONARD L. BERRY Mgmt For For
PAUL FULTON Mgmt For For
01 DAWN E. HUDSON Mgmt For For
MARSHALL O. LARSEN Mgmt For For
ROBERT A. NIBLOCK Mgmt For For
STEPHEN F. PAGE Mgmt For For
O. TEMPLE SLOAN, JR. Mgmt For For
ROBERT L. TILLMAN Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
THE 2004 FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
MANULIFE FINANCIAL CORPORATION Agenda: 932119666
CUSIP: 56501R106 Meeting Type: Annual
Ticker: MFC Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KEVIN E. BENSON Mgmt For For
JOHN M. CASSADAY Mgmt For For
LINO J. CELESTE Mgmt For For
GAIL C.A. COOK-BENNETT Mgmt For For
DOMINIC D'ALESSANDRO Mgmt For For
ROBERT E. DINEEN, JR. Mgmt For For
PIERRE Y. DUCROS Mgmt For For
ALLISTER P. GRAHAM Mgmt For For
THOMAS E. KIERANS Mgmt For For
LORNA R. MARSDEN Mgmt For For
ARTHUR R. SAWCHUK Mgmt For For
HUGH W. SLOAN, JR. Mgmt For For
GORDON G. THIESSEN Mgmt For For
MICHAEL H. WILSON Mgmt For For
DAVID F. D'ALESSANDRO* Mgmt For For
RICHARD B. DEWOLFE* Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
AUDITORS
03 SHAREHOLDER PROPOSAL NO. 1 Shr Against For
04 SHAREHOLDER PROPOSAL NO. 2 Shr Against For
05 SHAREHOLDER PROPOSAL NO. 3 Shr Against For
06 SHAREHOLDER PROPOSAL NO. 4 Shr Against For
- -------------------------------------------------------------------------------------------------------
MAXIM INTEGRATED PRODUCTS, INC. Agenda: 932051155
CUSIP: 57772K101 Meeting Type: Annual
Ticker: MXIM Meeting Date: 11/13/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES R. BERGMAN Mgmt For For
JOHN F. GIFFORD Mgmt For For
B. KIPLING HAGOPIAN Mgmt For For
M.D. SAMPELS Mgmt For For
A.R. FRANK WAZZAN Mgmt For For
02 TO RATIFY AND APPROVE AN AMENDMENT TO Mgmt For For
THE COMPANY S 1996 STOCK INCENTIVE
PLAN, AS AMENDED, INCREASING THE
NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER BY 9,400,000
SHARES FROM 95,200,000 SHARES TO
104,600,000 SHARES.
03 TO RATIFY AND APPROVE AN AMENDMENT TO Mgmt For For
THE COMPANY S 1987 EMPLOYEE STOCK
PARTICIPATION PLAN, AS AMENDED,
INCREASING THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE THEREUNDER BY
400,000 SHARES FROM 14,651,567 SHARES
TO 15,051,567 SHARES.
04 TO RATIFY THE RETENTION OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 26, 2004.
- -------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda: 932048879
CUSIP: 594918104 Meeting Type: Annual
Ticker: MSFT Meeting Date: 11/11/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM H. GATES III Mgmt For For
STEVEN A. BALLMER Mgmt For For
JAMES I. CASH JR. Mgmt For For
RAYMOND V. GILMARTIN Mgmt For For
A. MCLAUGHLIN KOROLOGOS Mgmt For For
DAVID F. MARQUARDT Mgmt For For
CHARLES H. NOSKI Mgmt For For
HELMUT PANKE Mgmt For For
WM. G. REED JR. Mgmt For For
JON A. SHIRLEY Mgmt For For
02 ADOPTION OF THE AMENDMENTS TO THE Mgmt For For
2001 STOCK PLAN
03 ADOPTION OF THE AMENDMENTS TO THE Mgmt For For
1999 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS
04 SHAREHOLDER PROPOSAL (THE BOARD Shr Against For
RECOMMENDS A VOTE AGAINST THIS
PROPOSAL)
- -------------------------------------------------------------------------------------------------------
MICROCHIP TECHNOLOGY INCORPORATED Agenda: 932020768
CUSIP: 595017104 Meeting Type: Annual
Ticker: MCHP Meeting Date: 8/15/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEVE SANGHI Mgmt For For
ALBERT J. HUGO-MARTINEZ Mgmt For For
L.B. DAY Mgmt For For
MATTHEW W. CHAPMAN Mgmt For For
WADE F. MEYERCORD Mgmt For For
02 PROPOSAL TO AMEND OUR 2001 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR
ISSUANCE UNDER SUCH PLAN BY 975,000
03 PROPOSAL TO AMEND OUR 2001 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO ADD,
COMMENCING JANUARY 1, 2005, AN ANNUAL
AUTOMATIC INCREASE IN THE NUMBER OF
SHARES RESERVED FOR ISSUANCE UNDER
- -------------------------------------------------------------------------------------------------------
MONSTER WORLDWIDE, INC. Agenda: 932172593
CUSIP: 611742107 Meeting Type: Annual
Ticker: MNST Meeting Date: 6/16/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ANDREW J. MCKELVEY Mgmt For For
GEORGE R. EISELE Mgmt For For
JOHN GAULDING Mgmt For For
RONALD J. KRAMER Mgmt For For
MICHAEL KAUFMAN Mgmt For For
JOHN SWANN Mgmt For For
DAVID A. STEIN Mgmt For For
02 RE-APPROVAL OF THE MATERIAL TERMS OF Mgmt For For
THE PERFORMANCE GOALS UNDER THE
MONSTER WORLDWIDE, INC. 1999 LONG
TERM INCENTIVE PLAN
- -------------------------------------------------------------------------------------------------------
NOVELL, INC. Agenda: 932096743
CUSIP: 670006105 Meeting Type: Annual
Ticker: NOVL Meeting Date: 4/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ALBERT AIELLO Mgmt For For
FRED CORRADO Mgmt For For
RICHARD L. CRANDALL Mgmt For For
WAYNE MACKIE Mgmt For For
CLAUDIA B. MALONE Mgmt For For
JACK L. MESSMAN Mgmt For For
RICHARD L. NOLAN Mgmt For For
THOMAS G. PLASKETT Mgmt For For
JOHN W. PODUSKA, SR. Mgmt For For
JAMES D. ROBINSON, III Mgmt For For
KATHY BRITTAIN WHITE Mgmt For For
02 STOCKHOLDER PROPOSAL TO ESTABLISH A Shr For Against
POLICY OF EXPENSING THE COSTS OF ALL
FUTURE STOCK OPTIONS ISSUED BY NOVELL
03 STOCKHOLDER PROPOSAL TO ADOPT A Shr Against For
POLICY THAT 75% OF FUTURE EQUITY
COMPENSATION OF SENIOR EXECUTIVES
SHALL BE PERFORMANCE-BASED, AND
DETAILS OF SUCH COMPENSATION SHALL BE
DISCLOSED TO STOCKHOLDERS
04 STOCKHOLDER PROPOSAL TO ADOPT A Shr Against For
POLICY STATING THAT THE PUBLIC
ACCOUNTING FIRM RETAINED BY US TO
AUDIT OUR FINANCIAL STATEMENTS WILL
PERFORM ONLY AUDIT AND AUDIT-
- -------------------------------------------------------------------------------------------------------
NOVELLUS SYSTEMS, INC. Agenda: 932108473
CUSIP: 670008101 Meeting Type: Annual
Ticker: NVLS Meeting Date: 4/16/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD S. HILL Mgmt For For
NEIL R. BONKE Mgmt For For
YOUSSEF A. EL-MANSY Mgmt For For
J. DAVID LITSTER Mgmt For For
YOSHIO NISHI Mgmt For For
GLEN G. POSSLEY Mgmt For For
ANN D. RHOADS Mgmt For For
WILLIAM R. SPIVEY Mgmt For For
01 DELBERT A. WHITAKER Mgmt For For
02 PROPOSAL TO RATIFY AND APPROVE THE Mgmt For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE INDEPENDENT AUDITORS FOR THE
COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.
03 SHAREHOLDER PROPOSAL REGARDING Shr Against For
PROVISION OF NON-AUDIT SERVICES BY
INDEPENDENT AUDITORS.
04 SHAREHOLDER PROPOSAL REGARDING Shr Against For
EXECUTIVE COMPENSATION.
- -------------------------------------------------------------------------------------------------------
OFFICE DEPOT, INC. Agenda: 932118171
CUSIP: 676220106 Meeting Type: Annual
Ticker: ODP Meeting Date: 5/14/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LEE A. AULT III Mgmt For For
NEIL R. AUSTRIAN Mgmt For For
DAVID W. BERNAUER Mgmt For For
ABELARDO E. BRU Mgmt For For
DAVID I. FUENTE Mgmt For For
BRENDA J. GAINES Mgmt For For
MYRA M. HART Mgmt For For
W. SCOTT HEDRICK Mgmt For For
JAMES L. HESKETT Mgmt For For
PATRICIA H. MCKAY Mgmt For For
MICHAEL J. MYERS Mgmt For For
BRUCE NELSON Mgmt For For
02 AMENDMENT OF COMPANY S LONG-TERM Mgmt For For
EQUITY INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR
ISSUANCE UNDER THE PLAN BY 15,000,000
SHARES.
03 RATIFICATION OF APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY
S INDEPENDENT PUBLIC ACCOUNTANTS.
- -------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda: 932041887
CUSIP: 68389X105 Meeting Type: Annual
Ticker: ORCL Meeting Date: 10/13/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LAWRENCE J. ELLISON Mgmt For For
DONALD L. LUCAS Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
01 JEFFREY O. HENLEY Mgmt For For
JACK F. KEMP Mgmt For For
JEFFREY BERG Mgmt For For
SAFRA CATZ Mgmt For For
HECTOR GARCIA-MOLINA Mgmt For For
JOSEPH A. GRUNDFEST Mgmt For For
H. RAYMOND BINGHAM Mgmt For For
02 PROPOSAL FOR THE APPROVAL OF THE Mgmt For For
ADOPTION OF THE FISCAL YEAR 2004
EXECUTIVE BONUS PLAN
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING MAY 31, 2004
04 PROPOSAL FOR THE APPROVAL OF THE Mgmt For For
AMENDED AND RESTATED 1993 DIRECTORS
STOCK PLAN
05 PROPOSAL TO ADOPT THE CHINA BUSINESS Shr Against For
PRINCIPLES FOR RIGHTS OF WORKERS IN
CHINA
- -------------------------------------------------------------------------------------------------------
OUTBACK STEAKHOUSE, INC. Agenda: 932115048
CUSIP: 689899102 Meeting Type: Annual
Ticker: OSI Meeting Date: 4/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN A. BRABSON, JR. Mgmt For For
LEE ROY SELMON Mgmt For For
02 APPROVE THE AMENDMENT AND RESTATEMENT Mgmt Against Against
OF THE COMPANY S AMENDED AND
RESTATED STOCK OPTION PLAN (THE PLAN
03 IN THEIR DISCRETION TO ACT ON ANY Mgmt For For
OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
- -------------------------------------------------------------------------------------------------------
PAYCHEX, INC. Agenda: 932038234
CUSIP: 704326107 Meeting Type: Annual
Ticker: PAYX Meeting Date: 10/2/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 B. THOMAS GOLISANO Mgmt For For
BETSY S. ATKINS Mgmt For For
G. THOMAS CLARK Mgmt For For
DAVID J. S. FLASCHEN Mgmt For For
PHILLIP HORSLEY Mgmt For For
01 GRANT M. INMAN Mgmt For For
J. ROBERT SEBO Mgmt For For
JOSEPH M. TUCCI Mgmt For For
- -------------------------------------------------------------------------------------------------------
PERFORMANCE FOOD GROUP COMPANY Agenda: 932143655
CUSIP: 713755106 Meeting Type: Annual
Ticker: PFGC Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MARY C. DOSWELL Mgmt For For
FRED C. GOAD, JR. Mgmt For For
ROBERT C. SLEDD Mgmt For For
02 AMENDMENT OF THE EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
- -------------------------------------------------------------------------------------------------------
QUALCOMM, INCORPORATED Agenda: 932081209
CUSIP: 747525103 Meeting Type: Annual
Ticker: QCOM Meeting Date: 3/2/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ADELIA A. COFFMAN Mgmt For For
RAYMOND V. DITTAMORE Mgmt For For
IRWIN MARK JACOBS Mgmt For For
RICHARD SULPIZIO Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S 2001 STOCK OPTION PLAN TO
INCREASE THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE UNDER SUCH PLAN.
03 TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
THE COMPANY S FISCAL YEAR ENDING
SEPTEMBER 26, 2004. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE AGAINST
PROPOSAL 4
04 BERNARD LUBRAN - TO ELIMINATE THE Shr For Against
CLASSIFIED BOARD.
- -------------------------------------------------------------------------------------------------------
ROBERT HALF INTERNATIONAL INC. Agenda: 932110113
CUSIP: 770323103 Meeting Type: Annual
Ticker: RHI Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ANDREW S. BERWICK, JR. Mgmt For For
FREDERICK P. FURTH Mgmt For For
01 EDWARD W. GIBBONS Mgmt For For
HAROLD M. MESSMER, JR. Mgmt For For
THOMAS J. RYAN Mgmt For For
J. STEPHEN SCHAUB Mgmt For For
M. KEITH WADDELL Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
- -------------------------------------------------------------------------------------------------------
SABRE HOLDINGS CORPORATION Agenda: 932114515
CUSIP: 785905100 Meeting Type: Annual
Ticker: TSG Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROYCE S. CALDWELL Mgmt For For
PAUL C. ELY, JR. Mgmt For For
GLENN W. MARSCHEL, JR. Mgmt For For
02 RATIFICATION OF THE SELECTION OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE YEAR 2004.
03 APPROVAL OF AN AMENDMENT TO THE Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN.
- -------------------------------------------------------------------------------------------------------
SANMINA-SCI CORPORATION Agenda: 932076183
CUSIP: 800907107 Meeting Type: Annual
Ticker: SANM Meeting Date: 1/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN C. BOLGER Mgmt For For
NEIL R. BONKE Mgmt For For
RANDY W. FURR Mgmt For For
MARIO M. ROSATI Mgmt For For
A. EUGENE SAPP, JR. Mgmt For For
WAYNE SHORTRIDGE Mgmt For For
PETER J. SIMONE Mgmt For For
JURE SOLA Mgmt For For
BERNARD V VONDERSCHMITT Mgmt For For
JACQUELINE M. WARD Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
KPMG LLP AS THE INDEPENDENT AUDITORS
OF SANMINA-SCI FOR ITS FISCAL YEAR
ENDING OCTOBER 2, 2004.
- -------------------------------------------------------------------------------------------------------
HENRY SCHEIN, INC. Agenda: 932167554
CUSIP: 806407102 Meeting Type: Annual
Ticker: HSIC Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STANLEY M. BERGMAN Mgmt For For
GERALD A. BENJAMIN Mgmt For For
JAMES P. BRESLAWSKI Mgmt For For
MARK E. MLOTEK Mgmt For For
STEVEN PALADINO Mgmt For For
BARRY J. ALPERIN Mgmt For For
PAMELA JOSEPH Mgmt For For
DONALD J. KABAT Mgmt For For
MARVIN H. SCHEIN Mgmt For For
IRVING SHAFRAN Mgmt For For
PHILIP A. LASKAWY Mgmt For For
NORMAN S. MATTHEWS Mgmt For For
DR. LOUIS W. SULLIVAN Mgmt For For
DR. MARGARET A. HAMBURG Mgmt For For
02 PROPOSAL TO AMEND AND RESTATE THE Mgmt For For
COMPANY S 1994 STOCK OPTION PLAN.
03 PROPOSAL TO AMEND THE COMPANY S 1996 Mgmt Against Against
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE
PLAN.
04 PROPOSAL TO ADOPT THE HENRY SCHEIN, Mgmt For For
INC. 2004 EMPLOYEE STOCK PURCHASE
05 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
BDO SEIDMAN, LLP AS THE COMPANY S
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 25, 2004.
- -------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N Agenda: 932100996
CUSIP: 806857108 Meeting Type: Annual
Ticker: SLB Meeting Date: 4/14/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J. DEUTCH Mgmt For For
J.S. GORELICK Mgmt For For
A. GOULD Mgmt For For
T. ISAAC Mgmt For For
A. LAJOUS Mgmt For For
A. LEVY-LANG Mgmt For For
01 D. PRIMAT Mgmt For For
T. SANDVOLD Mgmt For For
N. SEYDOUX Mgmt For For
L.G. STUNTZ Mgmt For For
02 ADOPTION AND APPROVAL OF FINANCIALS Mgmt For For
AND DIVIDENDS
03 APPROVAL OF ADOPTION OF THE 2004 Mgmt For For
STOCK AND DEFERRAL PLAN FOR NON-
EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Mgmt For For
- -------------------------------------------------------------------------------------------------------
SERVICE CORPORATION INTERNATIONAL Agenda: 932134757
CUSIP: 817565104 Meeting Type: Annual
Ticker: SRV Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ALAN R. BUCKWALTER III Mgmt For For
S. MALCOLM GILLIS Mgmt For For
B.D. HUNTER Mgmt For For
VICTOR L. LUND Mgmt For For
JOHN W. MECOM, JR. Mgmt For For
THOMAS L. RYAN Mgmt For For
02 APPROVAL OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
FISCAL 2004.
03 APPROVAL OF A PROPOSAL TO AMEND AND Mgmt Against Against
RE-APPROVE THE AMENDED 1996 INCENTIVE
PLAN.
- -------------------------------------------------------------------------------------------------------
THE SERVICEMASTER COMPANY Agenda: 932126899
CUSIP: 81760N109 Meeting Type: Annual
Ticker: SVM Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LORD GRIFFITHS Mgmt For For
SIDNEY E. HARRIS Mgmt For For
JAMES D. MCLENNAN Mgmt For For
02 APPROVE THE SERVICEMASTER 2004 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT AUDITORS.
04 SHAREHOLDER PROPOSAL REGARDING THE Shr For Against
RIGHTS AGREEMENT.
- -------------------------------------------------------------------------------------------------------
SIRVA, INC. Agenda: 932143338
CUSIP: 82967Y104 Meeting Type: Annual
Ticker: SIR Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KATHLEEN J. AFFELDT Mgmt For For
RICHARD J. SCHNALL Mgmt For For
CARL T. STOCKER Mgmt For For
02 THE RATIFICATION OF THE AUDIT Mgmt For For
COMMITTEE S APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS SIRVA S
INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------
THE SOUTH FINANCIAL GROUP, INC. Agenda: 932108548
CUSIP: 837841105 Meeting Type: Annual
Ticker: TSFG Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM P. BRANT Mgmt For For
J.W. DAVIS Mgmt For For
C. CLAYMON GRIMES JR. Mgmt For For
WILLIAM S. HUMMERS III Mgmt For For
WILLIAM R. TIMMONS III Mgmt For For
DAVID C. WAKEFIELD III Mgmt For For
02 PROPOSAL TO AMEND TSFG S AMENDED AND Mgmt For For
RESTATED STOCK OPTION PLAN TO
INCREASE THE SHARES AVAILABLE FOR
ISSUANCE BY 1 MILLION SHARES
03 PROPOSAL TO APPROVE CERTAIN Mgmt For For
AMENDMENTS TO TSFG S 2004 LONG-TERM
04 PROPOSAL TO INCREASE TSFG S Mgmt For For
AUTHORIZED COMMON STOCK FROM 100
MILLION SHARES TO 200 MILLION SHARES
05 PROPOSAL TO APPROVE TSFG S AMENDED Mgmt For For
AND RESTATED DIRECTORS STOCK OPTION
06 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For
TSFG S EMPLOYEE STOCK PURCHASE PLAN
07 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
KPMG LLP AS INDEPENDENT AUDITORS OF
TSFG FOR FISCAL YEAR 2004
- -------------------------------------------------------------------------------------------------------
SOUTHWEST AIRLINES CO. Agenda: 932141182
CUSIP: 844741108 Meeting Type: Annual
Ticker: LUV Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HERBERT D. KELLEHER Mgmt For For
ROLLIN W. KING Mgmt For For
JUNE M. MORRIS Mgmt For For
C. WEBB CROCKETT Mgmt For For
WILLIAM P. HOBBY Mgmt For For
TRAVIS C. JOHNSON Mgmt For For
02 RATIFICATION OF SELECTION OF AUDITOR Mgmt For For
(ITEM 2) ON PAGE 19 OF THE PROXY
STATEMENT.
- -------------------------------------------------------------------------------------------------------
SOUTHWEST BANCORPORATION OF TEXAS, I Agenda: 932124465
CUSIP: 84476R109 Meeting Type: Annual
Ticker: SWBT Meeting Date: 5/5/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ERNEST H. COCKRELL Mgmt For For
FRED R. LUMMIS Mgmt For For
PAUL B. MURPHY, JR. Mgmt For For
THOMAS F. SORIERO, SR. Mgmt For For
02 PROPOSAL TO APPROVE AMENDMENTS TO THE Mgmt For For
COMPANY S NON-EMPLOYEE DIRECTORS
DEFERRED FEE PLAN
03 PROPOSAL TO APPROVE THE ADOPTION OF Mgmt For For
THE 2004 OMNIBUS INCENTIVE PLAN
04 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2004
- -------------------------------------------------------------------------------------------------------
SPRINT CORPORATION Agenda: 932103168
CUSIP: 852061506 Meeting Type: Annual
Ticker: PCS Meeting Date: 4/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GORDON M. BETHUNE Mgmt For For
E. LINN DRAPER, JR. Mgmt For For
DEBORAH A. HENRETTA Mgmt For For
LINDA KOCH LORIMER Mgmt For For
02 TO RATIFY APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS OF SPRINT FOR
03 STOCKHOLDER PROPOSAL CONCERNING STOCK Shr Against For
OPTION INDEXING
04 STOCKHOLDER PROPOSAL CONCERNING CEO Shr Against For
PAY CAP
05 STOCKHOLDER PROPOSAL CONCERNING Shr Against For
INDEPENDENT CHAIRMAN
06 STOCKHOLDER PROPOSAL CONCERNING Shr Against For
REPORT ON OUTSOURCING OFF-SHORE
- -------------------------------------------------------------------------------------------------------
SYMBOL TECHNOLOGIES, INC. Agenda: 932130343
CUSIP: 871508107 Meeting Type: Annual
Ticker: SBL Meeting Date: 4/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM R. NUTI Mgmt For For
ROBERT J. CHRENC Mgmt For For
SALVATORE IANNUZZI Mgmt For For
EDWARD KOZEL Mgmt For For
GEORGE SAMENUK Mgmt For For
MELVIN A. YELLIN Mgmt For For
02 THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For
SYMBOL TECHNOLOGIES, INC. EXECUTIVE
BONUS PLAN.
03 THE 2004 SYMBOL TECHNOLOGIES, INC. Mgmt For For
2004 EQUITY INCENTIVE AWARD PLAN.
04 THE RATIFICATION OF THE APPOINTMENT Mgmt For For
OF ERNST & YOUNG LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR FISCAL YEAR
2004.
- -------------------------------------------------------------------------------------------------------
TARGET CORPORATION Agenda: 932134656
CUSIP: 87612E106 Meeting Type: Annual
Ticker: TGT Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CALVIN DARDEN Mgmt For For
MICHELE J. HOOPER Mgmt For For
ANNE M. MULCAHY Mgmt For For
STEPHEN W. SANGER Mgmt For For
WARREN R. STALEY Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
INDEPENDENT AUDITORS.
03 APPROVAL OF THE TARGET CORPORATION Mgmt For For
LONG-TERM INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC. Agenda: 932182710
CUSIP: 879433100 Meeting Type: Annual
Ticker: TDS Meeting Date: 6/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DECLASSIFICATION AMENDMENT Mgmt For For
02 K.A. MUNDT* Mgmt For For
M.H. SARANOW* Mgmt For For
K.A. MUNDT** Mgmt For For
M.L. SOLOMON** Mgmt For For
H.S. WANDER** Mgmt For For
M.H. SARANOW** Mgmt For For
03 2004 LONG-TERM INCENTIVE PLAN Mgmt For For
04 RATIFY ACCOUNTANTS FOR 2004 Mgmt For For
- -------------------------------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED Agenda: 932098634
CUSIP: 882508104 Meeting Type: Annual
Ticker: TXN Meeting Date: 4/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.R. ADAMS Mgmt For For
D.L. BOREN Mgmt For For
D.A. CARP Mgmt For For
T.J. ENGIBOUS Mgmt For For
G.W. FRONTERHOUSE Mgmt For For
D.R. GOODE Mgmt For For
W.R. SANDERS Mgmt For For
R.J. SIMMONS Mgmt For For
R.K. TEMPLETON Mgmt For For
C.T. WHITMAN Mgmt For For
02 BOARD PROPOSAL TO RATIFY THE Mgmt For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE COMPANY S INDEPENDENT AUDITORS
FOR 2004.
03 STOCKHOLDER PROPOSAL REGARDING Shr For Against
EXPENSING OF STOCK OPTIONS.
- -------------------------------------------------------------------------------------------------------
TIME WARNER INC. Agenda: 932131294
CUSIP: 887317105 Meeting Type: Annual
Ticker: TWX Meeting Date: 5/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES L. BARKSDALE Mgmt For For
STEPHEN F. BOLLENBACH Mgmt For For
STEPHEN M. CASE Mgmt Withheld Against
FRANK J. CAUFIELD Mgmt For For
ROBERT C. CLARK Mgmt For For
MILES R. GILBURNE Mgmt Withheld Against
CARLA A. HILLS Mgmt For For
REUBEN MARK Mgmt For For
MICHAEL A. MILES Mgmt For For
KENNETH J. NOVACK Mgmt For For
RICHARD D. PARSONS Mgmt For For
R.E. TURNER Mgmt For For
FRANCIS T. VINCENT, JR. Mgmt For For
02 RATIFICATION OF AUDITORS. Mgmt For For
03 STOCKHOLDER PROPOSAL REGARDING CHINA Shr Against For
BUSINESS PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING REPORT Shr Against For
ON PAY DISPARITY.
- -------------------------------------------------------------------------------------------------------
21ST CENTURY INSURANCE GROUP Agenda: 932154723
CUSIP: 90130N103 Meeting Type: Annual
Ticker: TW Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.B. DE NAULT, III Mgmt For For
C.M. ELLIS Mgmt For For
R.S. FOSTER, M.D. Mgmt For For
R.M. GILLESPIE Mgmt For For
J.L. HAYMAN Mgmt For For
P.L. ISENBERG Mgmt For For
B.W. MARLOW Mgmt For For
J.P. MISCOLL Mgmt For For
K.W. RENKEN Mgmt For For
R.M. SANDLER Mgmt For For
H.I. SMITH Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY
FOR 2004.
03 TO APPROVE THE PROPOSED 21ST CENTURY Mgmt For For
INSURANCE GROUP CHIEF EXECUTIVE
OFFICER SHORT TERM INCENTIVE PLAN.
04 TO APPROVE THE PROPOSED 21ST CENTURY Mgmt Against Against
INSURANCE GROUP STOCK OPTION PLAN
(THE 2004 STOCK OPTION PLAN).
- -------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda: 932044237
CUSIP: 913247508 Meeting Type: Annual
Ticker: UCOMA Meeting Date: 9/30/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN W. DICK Mgmt For For
TINA M. WILDES Mgmt For For
02 APPROVAL OF UNITEDGLOBALCOM, INC. Mgmt Against Against
EQUITY INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda: 932071549
CUSIP: 913247508 Meeting Type: Special
Ticker: UCOMA Meeting Date: 12/17/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ISSUANCE OF A TOTAL Mgmt For For
OF UP TO 171,238,160 SHARES OF
UNITEDGLOBALCOM, INC. CLASS A COMMON
STOCK, AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 APPROVAL OF UNITEDGLOBALCOM S AMENDED Mgmt Against Against
EQUITY INCENTIVE PLAN FOR EMPLOYEES,
DIRECTORS AND CONSULTANTS.
- -------------------------------------------------------------------------------------------------------
UNITEDGLOBALCOM, INC. Agenda: 932090323
CUSIP: 913247508 Meeting Type: Special
Ticker: UCOMA Meeting Date: 2/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AMENDMENTS TO Mgmt For For
UNITEDGLOBALCOM, INC. STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
(EFFECTIVE JUNE 1, 1993),
UNITEDGLOBALCOM, INC. STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
(EFFECTIVE MARCH 20, 1998), AND
UNITEDGLOBALCOM, INC. 1993 STOCK
OPTION PLAN.
- -------------------------------------------------------------------------------------------------------
VERSATA, INC. Agenda: 932164267
CUSIP: 925298200 Meeting Type: Annual
Ticker: VATA Meeting Date: 6/9/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GARY MORGENTHALER Mgmt For For
ALAN BARATZ Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
GRANT THORNTON LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
WALGREEN CO. Agenda: 932064532
CUSIP: 931422109 Meeting Type: Annual
Ticker: WAG Meeting Date: 1/14/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DAVID W. BERNAUER Mgmt For For
WILLIAM C. FOOTE Mgmt For For
JAMES J. HOWARD Mgmt For For
ALAN G. MCNALLY Mgmt For For
CORDELL REED Mgmt For For
JEFFREY A. REIN Mgmt For For
DAVID Y. SCHWARTZ Mgmt For For
JOHN B. SCHWEMM Mgmt For For
MARILOU M. VON FERSTEL Mgmt For For
CHARLES R. WALGREEN III Mgmt For For
02 APPROVAL OF THE AMENDED AND RESTATED Mgmt For For
WALGREEN CO. NONEMPLOYEE DIRECTOR
STOCK PLAN.
- -------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda: 932109538
CUSIP: 949746101 Meeting Type: Annual
Ticker: WFC Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.A. BLANCHARD III Mgmt For For
SUSAN E. ENGEL Mgmt For For
ENRIQUE HERNANDEZ, JR. Mgmt For For
ROBERT L. JOSS Mgmt For For
REATHA CLARK KING Mgmt For For
RICHARD M. KOVACEVICH Mgmt For For
RICHARD D. MCCORMICK Mgmt For For
CYNTHIA H. MILLIGAN Mgmt For For
PHILIP J. QUIGLEY Mgmt For For
DONALD B. RICE Mgmt For For
JUDITH M. RUNSTAD Mgmt For For
STEPHEN W. SANGER Mgmt For For
01 SUSAN G. SWENSON Mgmt For For
MICHAEL W. WRIGHT Mgmt For For
02 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For
SUPPLEMENTAL 401(K) PLAN.
03 PROPOSAL TO RATIFY APPOINTMENT OF Mgmt For For
KPMG LLP AS INDEPENDENT AUDITORS FOR
04 STOCKHOLDER PROPOSAL REGARDING Shr For Against
EXPENSING STOCK OPTIONS.
05 STOCKHOLDER PROPOSAL REGARDING Shr Against For
RESTRICTED STOCK.
06 STOCKHOLDER PROPOSAL REGARDING Shr Against For
EXECUTIVE COMPENSATION AND PREDATORY
LENDING.
07 STOCKHOLDER PROPOSAL REGARDING Shr Against For
POLITICAL CONTRIBUTIONS.
- -------------------------------------------------------------------------------------------------------
WESTERN WIRELESS CORPORATION Agenda: 932147451
CUSIP: 95988E204 Meeting Type: Annual
Ticker: WWCA Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN W. STANTON Mgmt For For
JOHN L. BUNCE, JR. Mgmt For For
MITCHELL L. COHEN Mgmt For For
DANIEL J. EVANS Mgmt For For
THERESA E. GILLESPIE Mgmt For For
JONATHAN M. NELSON Mgmt For For
PEGGY V. PHILLIPS Mgmt For For
MIKAL J. THOMSEN Mgmt For For
PETER H. VAN OPPEN Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT AUDITORS FOR
2004.
03 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For
2004 EMPLOYEE STOCK PURCHASE PLAN.
04 IN THEIR DISCRETION, THE PROXIES ARE Mgmt For For
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
- -------------------------------------------------------------------------------------------------------
XILINX, INC. Agenda: 932016101
CUSIP: 983919101 Meeting Type: Annual
Ticker: XLNX Meeting Date: 8/7/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLEM P. ROELANDTS Mgmt For For
JOHN L. DOYLE Mgmt For For
JERALD G. FISHMAN Mgmt For For
PHILIP T. GIANOS Mgmt For For
WILLIAM G. HOWARD, JR. Mgmt For For
HAROLD E. HUGHES, JR. Mgmt For For
RICHARD W. SEVCIK Mgmt For For
ELIZABETH VANDERSLICE Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF XILINX FOR THE FISCAL
YEAR ENDING APRIL 3, 2004.
- -------------------------------------------------------------------------------------------------------
YAHOO! INC. Agenda: 932143477
CUSIP: 984332106 Meeting Type: Annual
Ticker: YHOO Meeting Date: 5/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TERRY S. SEMEL Mgmt For For
JERRY YANG Mgmt For For
ROY J. BOSTOCK Mgmt For For
RONALD W. BURKLE Mgmt For For
ERIC HIPPEAU Mgmt For For
ARTHUR H. KERN Mgmt For For
ROBERT A. KOTICK Mgmt For For
EDWARD R. KOZEL Mgmt For For
GARY L. WILSON Mgmt For For
02 AMENDMENT OF THE AMENDED AND RESTATED Mgmt For For
1996 EMPLOYEE STOCK PURCHASE PLAN.
03 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS.
04 STOCKHOLDER PROPOSAL REGARDING Shr For Against
EXPENSING OF OPTIONS.
- -------------------------------------------------------------------------------------------------------
TELEKOM AUSTRIA AG, WIEN Agenda: 700514121
CUSIP: A8502A102 Meeting Type: AGM
Ticker: Meeting Date: 6/3/2004 ISIN: AT0000720008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the annual statement of the Mgmt no action
accounts with the report by the
Supervisory Board
10. Authorize the Board of Directors to Mgmt no action
purchase own shares within 18 months,
and to decrease the share capital by
up to EUR 109,050,000, and by
collecting own shares to use the
shares for stock option plan, to use
the shares for convertible bonds, to
use the shares for buying companies,
and to distribute the own shares
within 5 years
2. Approve the appropriation of the net Mgmt no action
profits
3. Approve the activities undertaken by Mgmt no action
the Board of Directors and the
Supervisory Board in 2003
4. Approve the remuneration for the Mgmt no action
Supervisory Board
5. Elect a balance sheet Auditor Mgmt no action
6. Approve the alteration of statutes Mgmt no action
Paragraph 5
7. Approve the conditional capital Mgmt no action
increase by issue of up to 50,000,000
new shares for the creditors of
convertible bonds and the alteration
of statutes Paragraph 4/8
8. Authorize the Board of Directors to Mgmt no action
issue convertible bonds which
entitles to purchase 90,000,000
9. Approve the report by the Board of Mgmt no action
Directors about the buy-back and
holding of own shares
- -------------------------------------------------------------------------------------------------------
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN Agenda: 700472575
CUSIP: D08064103 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: DE0008022005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the annual statement of Mgmt For *
accounts and the annual Group
statement of accounts for 2003; and
the management report for the Company
and the Group report of the SB for
10. Approve the Control Agreements and Mgmt For *
the Profit Transfer Agreements
11. Approve the Profit Transfer Mgmt For *
12. Elect the balance sheet Auditor for Mgmt For *
2004
2. Approve the activities undertaken by Mgmt For *
the Board of Directors
3. Approve the activities undertaken by Mgmt For *
the SB in 2003
4. Elect the SB Mgmt For *
5. Approve to cancel the approved Mgmt For *
capital on Paragraph 5/2 and approve
a new capital
6. Approve the cancellation of the Mgmt For *
authorization of issue bonus shares
and approve to issue new bonus shares
7. Authorize to purchase own shares as Mgmt For *
per Paragraph 71/1 no.7
8. Authorize to purchase own shares as Mgmt For *
per Paragraph 71/1 no.8
9. Amend the Articles of Incorporation, Mgmt For *
Paragraph 13/1, and paragraph 15 to
- -------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda: 700487829
CUSIP: D18190898 Meeting Type: AGM
Ticker: Meeting Date: 6/2/2004 ISIN: DE0005140008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
NOTE 1: Please be advised that Non-
DEUTSCHE BANK AG shares are issued Voting
in registered form and as such do not
require share blocking in order to
entitle you to vote. Thank you
1. Presentation of the established Mgmt For *
Annual Financial Statements and the
Management; Report for the 2003
financial year, with the Report of
the Supervisory Board, presentation
of the Consolidated Financial
Statements and the Group management
report (according to U.S. GAAP) for
the 2003 financial year
10. Authorization to issue participatory Mgmt For *
notes with warrants and/or
convertible participatory notes,
bonds with warrants and convertible
bonds, creation of conditional
capital and amendment to the Articles
of Association The Board of Managing
Directors and the Supervisory Board
propose the following resolution: a)
The Board of Managing Directors is
authorized to issue, once or more
than once, bearer or registered
participatory notes on or before
April 30, 2009. The participatory
notes must meet the requirements of
the German Banking Act, which call
for capital paid up to grant
participatory rights to be
attributable to the company s liable
capital. Bearer warrants may be
attached to the participatory notes,
or they may be linked to a conversion
right for the bearer. Subject to the
conditions of participatory notes
with warrants and/or convertible
participatory notes, the option
and/or conversion rights entitle the
holder to subscribe to shares of
Deutsche Bank AG. The Board of
Managing Directors is further
authorized to issue bonds with
warrants and/or convertible bonds
with a maturity of 20 years at the
most, instead of or besides
participatory notes, once or more
than once, on or before April 30,
2009 and to grant holders of bonds
with warrants and holders of
convertible bonds option rights and
conversion rights, respectively, to
new shares of Deutsche Bank AG
subject to the conditions of bonds
with warrants and convertible bonds.
The total nominal value of all
participatory notes, bonds with
warrants and convertible bonds to be
issued under this authorization may
not exceed a total value of EUR 6
billion. Option and/or conversion
rights may only be issued in respect
to shares of the company in a
proportionate amount of share capital
of up to a nominal EUR 150,000,000.
The participatory notes, bonds with
warrants and convertible bonds (bonds
with warrants and convertible bonds
are also referred to below as Bonds
and together with participatory notes
as Rights) may be issued either in
Euro or in the official
currency of an OECD member country,
as long as the corresponding Euro
countervalue is not exceeded. Bonds
with warrants and convertible bonds
may also be issued by companies in
which Deutsche Bank AG has a direct
or indirect majority holding; in this
case the Board of Managing Directors
is authorized to assume a guarantee
for the repayment of the bonds and to
ensure that option and/or conversion
rights are granted. When issuing
participatory notes with warrants
and/or bonds with warrants, one or
more warrants are attached to each
participatory note and/or each bond,
which entitle the bearer to subscribe
to new shares of Deutsche Bank AG
subject to the conditions of options
determined by the Board of Managing
Directors. The proportionate amount
of share capital for shares to be
subscribed for each Right shall not
exceed the nominal amount of the
participatory notes with warrants or
of the bonds with warrants,
respectively. The maturity of the
option right may not exceed 20 years.
When issuing bearer convertible
participatory notes and/or
convertible bonds the holders of
participatory notes and/or bonds have
the right to exchange their
participatory notes or convertible
bonds for new shares of Deutsche Bank
AG subject to the conditions of
participatory rights and bonds. The
exchange ratio is obtained by
dividing the nominal amount of a
Right by the conversion price
established for a new share of
Deutsche Bank AG. The exchange ratio
can also be obtained by dividing the
issue price of a Right, which is
below the nominal amount, by the
conversion price established for a
new share of Deutsche Bank AG. A
variable exchange ratio and/or
conversion price may also be
established in the conditions of
exchange by allowing the conversion
price to fluctuate within a certain
fixed band until maturity, depending
on the development of the share
price. The proportionate amount of
share capital represented by the
shares to be issued on conversion
shall not exceed the nominal amount
of the convertible participatory note
or the convertible bond. The
conditions of conversion may also
call for an obligation to convert at
maturity or at some other point in
time. The conditions of participatory
notes or bonds may also stipulate
whether to round and how a round
exchange ratio can be arrived at,
whether an additional cash payment or
cash compensation is to be paid for
broken amounts and whether a certain
date can be established by which the
conversion/option rights may or must
be exercised. Each option or
conversion price to be established
for a no par value share must - also
in case of a variable exchange ratio
or conversion price - amount to
either a minimum of 80 % of the
average value of the share price of a
Deutsche Bank share in the Xetra
closing auctions (or a corresponding
price established in any follow-up
system replacing Xetra trading) on
the ten trading days preceding the
day the resolution was taken by the
Board of Managing Directors on the
issue of participatory notes, bonds
with warrants or convertible bonds or
at least 80 % of the share price of a
Deutsche Bank share in the Xetra
closing auction (or a corresponding
price established in any follow-up
system replacing Xetra trading) on
the third trading day preceding the
end of rights trading. The option or
conversion price is reduced, without
prejudice to Section 9 (1) Stock
Corporation Act, on the basis of a
dilution protection clause, subject
to the conditions of options and/or
participatory notes or bonds, by
payment of a corresponding cash
amount on exercise of the conversion
right or by reducing the additional
payment amount if Deutsche Bank AG
raises its share capital during the
option or conversion period and
grants its shareholders pre-emptive
rights, issues further participatory
notes, bonds with warrants or
convertible bonds or other option
rights and holders of option or
conversion rights are not granted
pre-emptive rights to the same extent
as they would be entitled to on
exercise of the option or conversion
rights. Instead of a cash payment or
a reduction of the additional payment
the exchange ratio may also be
adjusted - as far as possible - by
dividing it by the reduced conversion
price. In case of a capital reduction
the conditions may also call for an
adjustment of the option and/or
conversion rights. The conditions of
participatory notes and bonds may
each stipulate that in case of an
exercise of option or conversion
rights, own shares of the company may
also be granted. In addition there is
the further possibility that the
company pays the cash countervalue on
exercise of the option or conversion
rights, subject to the conditions of
participatory rights or bonds, that
corresponds to the average price of
the Deutsche Bank share in the
closing auction in Xetra trading (or
a corresponding price established in
any follow-up system replacing Xetra
trading) on at least two successive
trading days during a period of up to
ten trading
2. Appropriation of distributable Mgmt For *
profit; The Board of Managing
Directors and the Supervisory Board
propose the following resolution: The
distributable profit of EUR
872,781,369.00 will be used for
payment of a dividend of EUR 1.50 per
no par value share eligible for
payment of a dividend. The remaining
amount, which is attributable to own
shares, will be carried forward to
new account.
3. Ratification of the acts of Mgmt For *
management of the Board of Managing
Directors for the 2003 financial
year; The Board of Managing Directors
and the Supervisory Board propose
that the acts of management be
4. Ratification of the acts of Mgmt For *
management of the Supervisory Board
for the 2003 financial year; The
Board of Managing Directors and the
Supervisory Board propose that the
acts of management be ratified.
5. Election of the auditor for the 2004 Mgmt For *
financial year; The Supervisory Board
proposes that KPMG Deutsche
Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft,
Frankfurt am Main, be appointed
6. Authorization to acquire own shares Mgmt For *
for trading purposes (Section 71 (1)
No. 7 Stock Corporation Act); The
Board of Managing Directors and the
Supervisory Board propose the
following resolution: The company is
authorized to buy and sell, for the
purpose of securities trading, own
shares on or before November 30, 2005
at prices which do not exceed or fall
short of the average share price on
the respective three preceding stock
exchange trading days (closing
auction price of the Deutsche Bank
share in Xetra trading and/or a
comparable successor system replacing
the Xetra system on the Frankfurt
Stock Exchange) by more than 10 %. In
this context, the shares acquired for
this purpose may not, at the end of
any day, exceed 5% of the share
capital of Deutsche Bank AG. The
existing authorization given by the
General Meeting on June 10, 2003, and
valid until September 30, 2004, to
acquire own shares for trading
purposes is cancelled as from the
coming into force of the new
7. Authorization to acquire own shares Mgmt For *
pursuant to Section 71 (1) No. 8
Stock Corporation Act; The Board of
Managing Directors and the
Supervisory Board propose the
following resolution: The company is
authorized to buy its own shares
representing up to 10 % of the
present share capital on or before
November 30, 2005. Together with the
own shares acquired for trading
purposes and/or for other reasons,
and which are from time to time in
the company s possession or are
attributable to the company pursuant
to sub-Section 71a ff Stock
Corporation Act, the own shares
purchased under this authorization
may not at any time exceed 10 % of
the company s share capital. Purchase
may be effected through the stock
exchange or on the basis of a public
purchase offer to all shareholders.
When effecting purchases through the
stock exchange, the company may also
avail itself of third parties and
employ derivatives, provided these
third parties observe the following
restrictions. The countervalue for
purchase of the shares through the
stock exchange may not exceed the
average share price (closing auction
price of the Deutsche Bank share in
Xetra trading and/or a comparable
successor system replacing the Xetra
system on the Frankfurt Stock
Exchange) on the last three stock
exchange trading days preceding the
obligation to purchase by more than
10 % nor fall short of it by more
than 20 %. In case of a public
purchase offer, it may not fall short
of by more than 10 % or exceed by
more than 15 % the average share
price (closing auction price of the
Deutsche Bank share in Xetra trading
and/or a comparable successor system
replacing the Xetra system on the
Frankfurt Stock Exchange) on the last
three stock exchange trading days
preceding the day of publication of
the offer. If the volume of shares
offered in a public purchase offer
exceeds the planned buyback volume,
acceptance must be in proportion to
the number of shares offered in each
case. The preferred acceptance of
small quantities of up to 50 of the
company s shares offered for sale per
shareholder may be foreseen. The
Board of Managing Directors is
authorized, with the consent of the
Supervisory Board, to dispose of the
purchased shares, and any other
shares purchased pursuant to Section
71 (1) No. 8 Stock Corporation Act on
the basis of earlier authorizations,
in a way other than through the stock
exchange or by offer to all
shareholders, provided it does so
against contribution in kind and
excluding shareholders pre-emptive
rights for the purpose of acquiring
enterprises or holdings in
enterprises. In addition to this, the
Board of Managing Directors is
authorized, in case it disposes of
purchased own shares by offer to all
shareholders, to grant the holders of
the warrants, convertible bonds and
convertible participatory rights
issued by the bank, pre-emptive
rights to the extent that they would
be entitled to such rights after
exercise of the option or conversion
rights. Shareholders pre-emptive
rights are excluded in these cases
and to this extent. The Board of
Managing Directors is also authorized
to exclude shareholders pre-emptive
rights insofar as the shares are to
be used for the issue of staff shares
to employees and pensioners of the
company and its related companies or
insofar as they are to be used to
service option rights on and/or
rights or duties to purchase shares
of the company granted to employees
of the company and its related
companies. The Board of Managing
Directors is also authorized to sell
the shares to third parties against
cash payment, excluding shareholders
pre-emptive rights, provided the
purchase price of the shares is not
substantially lower than the quoted
price of the shares at the time of
sale. This authorization may only be
utilized if it has been established
that the number of shares sold on the
basis of this authorization, together
with the shares issued from
authorized capital, excluding
shareholders pre-emptive rights,
pursuant to Section 186 (3) sentence
4 Stock Corporation Act, does not
exceed 10 % of the company s share
capital available at the time of the
issue or sale of shares. Furthermore,
the Board of Managing Directors is
authorized to call in shares
purchased on the basis of this
authorization without any further
resolution of the General Meeting
being required with respect to this
calling-in process. The existing
authorization to purchase own shares
given by the General Meeting on June
10, 2003, and valid until September
8. Creation of new authorized capital Mgmt For *
and amendment to the Articles of
Association; The Board of Managing
Directors and the Supervisory Board
propose the following resolution: a)
The Board of Managing Directors is
authorized to increase the share
capital on or before April 30, 2009,
with the consent of the Supervisory
Board, once or more than once, by up
to a total of EUR 150,000,000 through
the issue of new shares against cash
payment. Shareholders are to be
granted pre-emptive rights, but the
Board of Managing Directors is
authorized to except broken amounts
from shareholders pre-emptive rights
and to exclude pre-emptive rights
insofar as it is necessary to grant
to the holders of warrants,
convertible bonds and convertible
participatory rights issued by
Deutsche Bank AG and its subsidiaries
pre-emptive rights to new shares to
the extent that they would be
entitled to such rights after
exercising their option or conversion
rights. The new shares may also be
taken up by banks specified by the
Board of Managing Directors with the
obligation to offer them to
shareholders (indirect pre-emptive
right). b) In Section 4 of the
Articles of Association the present
sub-paragraphs (4) and (5) are
deleted, as the period for the use of
the authorized capital regulated
there has expired without being used;
in addition, the present sub-
paragraph (6) is deleted, as no
conversion rights or option rights,
for which the conditional capital
could have been used, were issued up
to expiry of the authorization on
April 30, 2004. The present sub-
paragraphs (7) to (13) are re-
numbered sub-paragraphs (4) to (10)
in unchanged sequence and the
following new sub-paragraph (11) is
added: (11) The Board of Managing
Directors is authorized to increase
the share capital on or before April
30, 2009, with the consent of the
Supervisory Board, once or more than
once, by up to a total of EUR
150,000,000 through the issue of new
shares against cash payment.
Shareholders are to be granted pre-
emptive rights, but the Board of
Managing Directors is authorized to
except broken amounts from
shareholders pre-emptive rights and
to exclude pre-emptive rights insofar
as it is necessary to grant to the
holders of warrants, convertible
bonds and convertible participatory
rights issued by Deutsche Bank AG and
its subsidiaries pre-emptive rights
to new shares to the extent that they
would be entitled to such rights
after exercising their option or
conversion rights. The new shares may
also be taken up by banks specified
by the Board of Managing Directors
with the obligation to offer them to
shareholders (indirect pre-emptive
9. Creation of new authorized capital Mgmt For *
(with the possibility of excluding
pre-emptive rights pursuant to
Section 186 (3) sentence 4 Stock
Corporation Act) and amendment to the
Articles of Association; The Board of
Managing Directors and the
Supervisory Board propose the
following resolution: a) The Board of
Managing Directors is authorized to
increase the share capital on or
before April 30, 2009, with the
consent of the Supervisory Board,
once or more than once, by up to a
total of EUR 48,000,000 through the
issue of new shares against cash
payment. Shareholders are to be
granted pre-emptive rights, but the
Board of Managing Directors is
authorized to except broken amounts
from shareholders pre-emptive rights
and to exclude pre-emptive rights
insofar as it is necessary to grant
to the holders of warrants,
convertible bonds and convertible
participatory rights issued by
Deutsche Bank AG and its subsidiaries
pre-emptive rights to new shares to
the extent that they would be
entitled to such rights after
exercising their option or conversion
rights. The Board of Managing
Directors is also authorized to
exclude, with the consent of the
Supervisory Board, the pre-emptive
rights in full if the issue price of
the new shares is not significantly
lower than the quoted price of shares
already listed at the time of the
final determination of the issue
price. b) In Section 4 of the
Articles of Association the following
new sub-paragraph (12) is added: (12)
The Board of Managing Directors is
authorized to increase the share
capital on or before April 30, 2009,
with the consent of the Supervisory
Board, once or more than once, by up
to a total of EUR 48,000,000 through
the issue of new shares against cash
payment. Shareholders are to be
granted pre-emptive rights, but the
Board of Managing Directors is
authorized to except broken amounts
from shareholders pre-emptive rights
and to exclude pre-emptive rights
insofar as it is necessary to grant
to the holders of warrants,
convertible bonds and convertible
participatory rights issued by
Deutsche Bank AG and its subsidiaries
pre-emptive rights to new shares to
the extent that they would be
entitled to such rights after
exercising their option or conversion
rights. The Board of Managing
Directors is also authorized to
exclude, with the consent of the
Supervisory Board, the pre-emptive
rights if the issue price of the new
shares is not significantly lower
than the quoted price of shares
- -------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda: 700522661
CUSIP: D18190898 Meeting Type: OGM
Ticker: Meeting Date: 6/2/2004 ISIN: DE0005140008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
NOTE 1: Please note that this is the Non-
second part of the Annual General Voting
Metting notice sent under meeting
#119753 with the counterproposals put
forward by the shareholders
A. Shareholder Hans-Walter Shr Against *
Grunewalder,Wuppertal,re Agenda Item
4: Ratification of the acts of
management of the Chairman of the
Supervisory Board, Dr.Rolf Breuer,is
to be refused. Reason: Any employee
of Deutsche Bank AG below the level
of Board of Managing Directors would
presumably have been dismissed
without notice if he had talked about
a customer in the way that Dr.Breuer
talked about the Kirch Group.It s
simply a question of fairness that
the same should be expected of
members of the Board of Managing
Directors and members of the
Supervisory Board as is expected of
every employee of the bank,and that
they should have to take the same
consequences. If, therefore,Dr.Breuer
were to lay claim to the integrity
and decency that have characterized
many of his predecessors,he would
step down from his mandate by no
later than the coming general
meeting.If he were not to do so,the
shareholders would be called upon to
make it clear to him by refusing to
ratify his acts of management that he
has disqualified himself,through his
statement,from membership of the
Supervisory Board of Deutsche Bank
AG.The argument that he should remain
on that body because his abilities
and know-how were still needed does
not hold,the reason being that there
is a second former member of the bank
s Board of Managing Directors on the
Supervisory Board in the person of
Dr.Cartellieri. It would not be much
of a problem for him to assume the
B. Shareholder Dr.Michael Shr Against *
T.Bohndorf,Ibiza,re Agenda Item 4:
Ratification of the acts of
management of the Supervisory Board
is to be resolved by the General
Meeting for each member individually
(Section 120 I 2 German Stock
Corporation Act) According to the
Corporate Governance Report,the
members of the Supervisory Board
resolve in committees which do not
consist of equal numbers of members
elected by the General Meeting and
staff representatives;eleven staff
representatives are not present on
the committes at all;there is not a
single staff representative on the
committee for credit risks;the
formation of the committees is not
described;there are no terms of
reference for the credit committee
and the mediation committee;the audit
committee,contrary to Section l07 III
2,,171 German Stock Corporation
Act,does not distinguish clearly
between the preparation of the
establishment of the annual financial
statements and the actual
resolution;and therefore the
activities of each member of the
Supervisory Board can only be
approved for each member
individually. I therefore intend to
oppose the resolution proposed for
the General Meeting on June
2,2004,under Agenda Item No.4
(Ratification of the acts of
management of the Supervisory Board
- -------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda: 700491397
CUSIP: D2035M136 Meeting Type: AGM
Ticker: Meeting Date: 5/18/2004 ISIN: DE0005557508
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please be advised that DEUTSCHE Non-
TELEKOM AG shares are issued in Voting
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 Mgmt no action
the annual report for the FY 2003
with the report of the Supervisory
Board, the group financial statements
and the group annual report
10. Approve the profit transfer agreement Mgmt no action
with the Company s subsidiary
Travaita Telekommunikationsdienste
GmbH effective from 01 JAN 2004 until
at least 31 DEC 2008
11. Approve the profit transfer agreement Mgmt no action
with the Company s subsidiary Norma
Telekommunikationsdienste GmbH
effective from 01 JAN 2004 until
at least 31 DEC 2008
12. Approve the profit transfer agreement Mgmt no action
with the Company s subsidiary Carmen
Telekommunikationsdienste GmbH
effective from 01 JAN 2004 until
at least 31 DEC 2008
13. Amend the Sec 13 of the Articles of Mgmt no action
the Association regarding the
Supervisory Board remuneration where
each member of the Supervisory Board
shall receive a fixed annual
remuneration of EUR 20,000 plus
variable remuneration of EUR 300 for
every EUR 0.01 of the group net
profit per share in excess of EUR
0.50 and EUR 300 for every 4% of the
group net profit per share of the FY
following the reference year in
excess of the group net profit per
share of the FY preceding the
14. Amend the Sec 14 of the Articles of Mgmt no action
Association
2. Approve the resolution on the Mgmt no action
appropriation of the disrtibutable
profit of EUR 2,035,084,823.20 as
follows: EUR 2,035,084,823.20 shall
be allocated to other revenue
3. Ratify the acts of the Board of the Mgmt no action
Managing Directors
4. Ratify the acts of the Board of the Mgmt no action
Supervisory Board
5. Appoint PWC Deutsche Revision AG, Mgmt no action
Frankfurt, and Ernst & Young AG,
Stuttgart, as the Auditors for the FY
2004
6. Authorize the Board of Managing Mgmt no action
Directors to acquire up to
419,775,242 shares of the Company at
prices not differing more than 26%
from the market price of the shares
on or before 17 NOV 2005; authorize
the Board of Managing Directors to
sell the shares on the Stock
Exchange, to float the shares on
foreign stock exchanges, to use the
shares for acquisition purposes, to
retire the shares, to offer the
shares to shareholders by way of
rights offering and to dispose of the
shares in another manner if they are
sold at a price not materially below
their market price
7. Approve to the revocation of the Mgmt no action
Company s 2001 Stock Option Plan
in respect of its unused portion;
approve that the capital shall be
reduced accordingly to EUR
33,280,000
contingent capital II
8. Approve the revocation of existing Mgmt no action
authorized capital 2000; authorize
Board of Managing Directors with the
consent of Supervisory Board to
increase the share capital by up to
EUR 2,560,000,000 through the issue
of up to 1,000,000,000 regarding no-
par shares against payment in kind on
or before 17 MAY 2009; approve the
shareholder s subscription rights may
exclude for a capital increase
against payment in kind
9. Approve the profit transfer agreement Mgmt no action
with the Company s subsidiary T-
Funkt Vertriebegesellschaft mbH
effective from 01 JAN 2004 until at
least 31 DEC 2008
- -------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF Agenda: 700475470
CUSIP: D24909109 Meeting Type: AGM
Ticker: Meeting Date: 4/28/2004 ISIN: DE0007614406
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
the annual report for the FY 2003
with the report of the Supervisory
Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the Mgmt For *
distributable profit of EUR
1,312,052,802 as follows: payment of
a dividend of EUR 2 per no-par share;
ex-dividend and payable date: 29 APR
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Amend the Articles of Association Mgmt For *
regarding the shareholder meeting
having the power to approve stock
dividends
6. Approve the control and profit Mgmt For *
transfer agreement with the Companys
wholly-owned E. ON Nordic Holding
GmbH, with effect from 01 JAN 2004
until at least 31 DEC 2008
7. Authorize the Company to acquire own Mgmt For *
shares of up to 10% of its share
capital, at prices not differing more
than 20% from their market price, on
or before 28 JAN 2005; authorize the
Board of Managing Directors to
dispose of the shares in a manner
other than the stock exchange or a
rights offering if the shares are
sold at a price not materially below
their market price, used for
acquisition purposes or for
satisfying existing option and
conversion rights, or issued to the
Companys and its affiliates
employees; the shares may also be
8. Appoint PricewaterhouseCoopers, Mgmt For *
Deutsche Revision AG, Dusseldorf, as
the Auditors for the FY 2004
- -------------------------------------------------------------------------------------------------------
T-ONLINE INTERNATIONAL AG, WEITERSTADT Agenda: 700489277
CUSIP: D8407E107 Meeting Type: AGM
Ticker: Meeting Date: 5/19/2004 ISIN: DE0005557706
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please be advised that T-ONLINE Non-
INTERNATIONAL AG shares are issued Voting
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 Mgmt For *
the annual report for the FY 2003
with the report of the Supervisory
Board, the Group financial statements
and the Group annual report
2. Ratify the acts of the Board of Mgmt For *
Managing Directors
3. Ratify the acts of the Supervisory Mgmt For *
Board
4. Appoint PwC AG, Frankfurt as the Mgmt For *
Auditors for the FY 2004
5. Approve to revise the company s 2001 Mgmt For *
Stock Option Plan and the related
contingent capital and the
correspondent amendment to the
Articles of Association; the
authorization to issue stock options
shall be revoked in respect of its
unused portion; the related
contingent capital shall be reduced
accordingly to EUR 4,410,705
6. Amend Sections 7(2), 8, 12, 13, 14(2) Mgmt For *
and Section 11 of the Articles of
Association
7. Amend the Supervisory Board Mgmt For *
remuneration and the correspondent
amendment to the Articles of
Association; each Member of the
Supervisory Board shall receive a
fixed annual remuneration of EUR
10,000 plus variable remunerations of
EUR 150 for every EUR 0.01 of the
group net profit per share in excess
of EUR 0.15 and EUR 150 for every 4%
of the group net profit per share of
the FY following the reference year
in excess of the group net profit per
share of the FY preceding the
reference year
8. Elect the Supervisory Board Mgmt For *
9. Authorize the Company to acquire own Mgmt For *
shares of up to 10% of its share
capital, at prices not differing more
than 20% from the market price of
the shares on or before 18 NOV
2005; authorize the Board of
Managing Directors to dispose the
shares in a manner other than the
stock exchange or a rights
offering if the shares are sold at
a price not materially below their
market price, to use the shares
for acquisition purposes and to
retire the shares
- -------------------------------------------------------------------------------------------------------
TELEFONICA SA Agenda: 700483201
CUSIP: E90183182 Meeting Type: OGM
Ticker: Meeting Date: 4/30/2004 ISIN: ES0178430E18
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A REVISION Non-
DUE TO THE REVISED WORDING OF THE Voting
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.
I. Examination and approval, if Mgmt For *
applicable, of the annual accounts
and Management Report of Telefonica,
S.A. and its Consolidated Group of
Companies, as well as the proposal
for the application of the results of
Telefonica S.A. and that of the
management of the Company s Board of
Directors, all for the 2003 financial
year
II. Shareholder remuneration, Mgmt For *
distribution of dividends from 2003
net income and from the Additional
Paid-in capital reserve
III. Designation of the Accounts Auditor Mgmt For *
for the 2004 fiscal year
IV. Authorization for the acquisition of Mgmt For *
treasury stock, directly or through
Group Companies
V. Approval, if appropriate, of the Mgmt For *
Regulations of the General Meeting of
shareholders of Telefonica S.A.
VI. Delegation of powers to formalize, Mgmt For *
construe, correct and execute the
resolutions adopted by the Annual
General Shareholder s Meeting
- -------------------------------------------------------------------------------------------------------
SOCIETE GENERALE PARIS Agenda: 700490472
CUSIP: F43638141 Meeting Type: MIX
Ticker: Meeting Date: 4/20/2004 ISIN: FR0000130809
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
E.11 Amend Articles 8 and 9 of the Mgmt For *
Articles of Association
E.12 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of any kind of securities
including stand alone warrants
ceiling set to EUR 900,000,000.00;
Authority is given for 26 months
E.13 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of any kind of securities
including stand alone warrants for a
maximum nominal amount of EUR
300,000,000.00 for the capital
increase of EUR 6,000,000,000.00 for
the debit securities; Authority is
given for 26 months
E.14 Approve that the various delegations Mgmt Against *
given to it at the present meeting
shall be allowed to use in whole
or in part within the regulations in
force in a period of takeover bid or
exchange bid on the Company s shares
(till the next meeting which will
have to deliberate upon the accounts
of the last financial year)
E.15 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of shares or other
securities giving acess to the
capital of the Societe Generale,
reserved to the members
E.16 Delegate to the Board of Directors Mgmt For *
all powers to grant, in one or
several stages, to beneficiaries to
be chosen by it (among the employees
and the agents of the Company), stock
options granting the right to
subscribe to the Company s ordinary
shares to be issued in order to
increase its capital; The
shareholders preferential right of
subscription is cancelled in favour
of the beneficiaries here above
mentioned; The total number of stock
options, which will be so used, will
not give right to subscribe or to
purchase a number of shares
representing more 5 % of the capital
of the SOCIETE GENERALE; The present
authorisation is given for a period
of 26 months; The GM delegates all
powers to the Board of Directors to
take all necessary measures and
accomplish all formalities necessary
to carry out the capital increase
E.17 Grants all powers to the Board of Mgmt For *
Directors to decrease the share
capital by cancelling the shares held
by the Company in connection with a
stock repurchase plan, within a limit
of 10 % of the total number of
shares, over a 24 months period The
General Meeting delegates to the
Board of Directors all powers to
charge all fees, rights and expenses
resulting from the capital increase
to all premiums resulting from such
capital increase, and to appropriate
from this amount such sums as are
required to bring the legal reserve
to tenth of the new share capital
after each increase. The General
Meeting delegates all powers to the
Board of Directors to take all
necessary measures and accomplish all
necessary formalities. The present
authorisation is given for a period
of 26 months, it cancels and replaces
for the period non-used the one
granted by the Meeting of April
E.18 Grants all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present in order to accomplish
all deposits and publications which
are prescribed by law
O.1 Receive the Board of Directors Mgmt For *
reports and the General Auditors
report and approve the accounts and
the balance sheet for the fiscal year
ending on 31 DEC 2003; and the
profits for the FY: EUR
O.10 Authorize the Board of Directors to Mgmt For *
trade the Company s shares on the
stock exchange, notably in view of
adjusting their price as per the
following conditions: maximum
purchase price: EUR 103.00; minimum
selling price: EUR 41.00; maximum
number of shares to be traded: 10%
O.2 Approve to withdraw upon the net Mgmt For *
profit of the FY 2003 amounting to
EUR 1,384,434,978.87; the
shareholders will receive a net
dividend of EUR 2.50 with a
corresponding tax credit of EUR 1.25
O.3 Acknowledge the consolidated accounts Mgmt For *
for the FYE 31 DEC 2003 as presented
and that the report for the Group is
included in the Board of Directors
report
O.4 Approve the Special Auditor report, Mgmt For *
in accordance with the provisions of
Article L. 225.38 of the Commercial
O.5 Ratify the cooptation of Mr. M. Jean Mgmt For *
Azema as Director
O.6 Approve to renew the term of office Mgmt For *
of Mr. Philippe Citerne as a Director
for 4 years
O.7 Approve to renew the term of office Mgmt For *
of Mr. M. Antoine Jeancourt Galignani
as a Director for 4 years
O.8 Approve to renew the term of office Mgmt For *
of Mr. M. Suan Baird as a Director
for 4 years
O.9 Appoint Mr. M. Michael Cicurel as a Mgmt For *
Director for a period of 4 years
- -------------------------------------------------------------------------------------------------------
M6 METROPOLE TELEVISION SA Agenda: 700464720
CUSIP: F6160D108 Meeting Type: MIX
Ticker: Meeting Date: 3/18/2004 ISIN: FR0000053225
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
EO.14 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present to accomplish all
deposits and publications prescribed
O.1 Approve to modify the Articles of Mgmt For *
Associations Number.11, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.10 Ratify the appointment of Mr. Jean Mgmt For *
Laurent to replace Mr. Xavier Moreno
as a Member of the Supervisory Board
for a period of 4 years
O.11 Ratify the appointment of Mr. Guy de Mgmt For *
Panafieu to replace Mr. Patrick Ouart
as a Member of the Supervisory Board
for a period of 4 years
O.12 Ratify the appointment of Mr. Thomas Mgmt For *
Rabe as a Member of the Supervisory
Board for a period of 4 years
O.13 Ratify the appointment of Mr. Vincent Mgmt For *
de Deorlodot as a Member of the
Supervisory Board for a period of 4
years
O.2 Approve to modify the Articles of Mgmt For *
Associations Number. 15, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.3 Approve to modify the Articles of Mgmt For *
Associations Number. 20, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.4 Approve to modify the Articles of Mgmt For *
Associations Number. 24.1, in order
to harmonize with Financial Security
Law of 01 AUG 2003
O.5 Approve to modify the Articles of Mgmt For *
Associations Number. 25, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.6 Approve to modify the Articles of Mgmt For *
Associations Number. 26, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.7 Approve to modify the Articles of Mgmt For *
Associations Number. 35
O.8 Ratify the appointment of Mr. Patrick Mgmt For *
Ouart to replace Mr. Francos Jaclot
as a Member of the Supervisory Board
for a period remaining to be run of
the mandate of this list
O.9 Ratify the appointment of Mr. Bernard Mgmt For *
Arnault to replace Ms. Valerie
Bernis as a Member of the Supervisory
Board for a period of 4 years
- -------------------------------------------------------------------------------------------------------
M6 METROPOLE TELEVISION SA Agenda: 700481093
CUSIP: F6160D108 Meeting Type: MIX
Ticker: Meeting Date: 4/28/2004 ISIN: FR0000053225
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
E.1 Authorize the Executive Committee to Mgmt For *
grant to the benefit of members to be
chosen by it, stock options granting
the right to purchase the Company s
shares within a limit of EUR
1,080,000.00 corresponding to
2,700,000 shares of a par value of
EUR 0.40 each, and to set the price
of the said shares in accordance with
the provisions of Articles 174-8 and
the decree NR 67-236 of 23 MAR 1967
E.4 Authorize the Executive Committee to Mgmt For *
proceed, in France or abroad, with
the issue of new shares, up to a
nominal amount of EUR 1,000,000.00;
and delegate all powers to the
Executive Committee to take all
necessary measures and accomplish all
necessary formalities
O.10 Renew the term of office of Mr. Mgmt For *
Albert Frere as a Member of
Supervisory Board for a period of 4
O.11 Renew the term of office of Mr. Axel Mgmt For *
Ganz as a Member of Supervisory Board
for a period of 4 years
O.12 Renew the term of office of Mr. Jean- Mgmt For *
Charles de Keyser as a Member of
Supervisory Board for a period of 4
years
O.13 Renew the term of office of Mr. Remy Mgmt For *
Sautter as a Member of Supervisory
Board for a period of 4 years
O.14 Renew the term of office of Mr. Yves Mgmt For *
Thibault as a Member of Supervisory
Board for a period of 4 years
O.15 Renew the term of office of Mr. Mgmt For *
Gerard Worms as a Member of
Supervisory Board for a period of 4
O.16 Renew the term of office of Mr. Mgmt For *
Gerhard Zeiler as a Member of
Supervisory Board for a period of 4
years
O.17 Renew the term of office of Mr. Mgmt For *
Bernard Arnault as a Member of
Supervisory Board for a period of 4
years
O.18 Renew the term of office of Mr. Jean Mgmt For *
Laurent as a Member of Supervisory
Board for a period of 4 years
O.19 Renew the term of office of Mr. Guy Mgmt For *
De Panafieu as a Member of
Supervisory Board for a period of 4
O.2 Authorize the Executive Committee to Mgmt For *
take all necessary measures and
accomplish all formalities necessary
to carry out the capital increase
which has been adopted
O.20 Approve to allocate EUR 120,000.00 to Mgmt For *
the Members of Supervisory Board as
attendance fees
O.21 Authorize the Executive Committee to Mgmt For *
trade the Company s shares on the
stock exchange in view of adjusting
their price as per the following
conditions: maximum purchase price:
EUR 50.00; minimum selling price: EUR
10.00; and, maximum number of shares
to be traded: 10%; Authority expires
at the end of 18 months
O.3 Grant all powers to the Executive Mgmt For *
Committee subject to the adoption of
Resolution 21 to decrease the share
capital by canceling the shares held
by the Company in connection with a
stock repurchase plan, within a limit
of 10%; and delegate all powers to
the Executive Committee to take all
necessary measures and accomplish all
necessary formalities; Authority
expires at the conclusion of the
shareholders meeting to be ruled on
the annual accounts 2004
O.5 Approve the reading of the Executive Mgmt For *
Committee report and the General
Auditors report, and approve the
accounts and the balance sheet for
the FY 2003, as presented to it;
profits for the FY: EUR
O.6 Approve the Special Auditor s report, Mgmt For *
in accordance with the provisions of
Article L.225-86 of the Commercial
O.7 Approve, profits for the FY: EUR Mgmt For *
105,525,515.00; prior retained
earnings: EUR 399,069,536.00;
distributable profits: EUR
504,595,051.00; global dividend: EUR
88,365,422.00; balance carried
forward: EUR 416,229,629.00; and, the
shareholders will receive a net
dividend of EUR 0.67, with a
corresponding tax credit of EUR
0.335; this dividend will be paid
on 05 MAY 2004
O.8 Acknowledge that the consolidated Mgmt For *
accounts were presented, and that the
Executive Committee report for the
Group is included in the Executive
Committee report
O.9 Grant discharge to the members of the Mgmt For *
Executive Committee and the
Supervisory Board for the completion
of their assignment for the current
year
OE.22 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present to accomplish all
deposits and publications prescribed
- -------------------------------------------------------------------------------------------------------
BRITISH AIRWAYS PLC Agenda: 700382916
CUSIP: G14980109 Meeting Type: AGM
Ticker: Meeting Date: 7/15/2003 ISIN: GB0001290575
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the accounts for Mgmt For *
the YE 31 MAR 2003, together with the
report of the Directors
2. Approve the remuneration report Mgmt For *
contained within the report and
accounts for the YE 31 MAR 2003
4. Re-elect Mr. Roderick Eddington as a Mgmt For *
Director of the Company, who retires
in accordance with Article 87 of the
Company s Articles of Association
5. Re-elect Mr. Martin Broughton as a Mgmt For *
Director of the Company, who retires
in accordance with Article 87 of the
Company s Articles of Association
6. Re-elect Baroness O Cathain as a Mgmt For *
Director of the Company until the
next AGM, who retires in accordance
with Article 87 of the Company s
Articles of Association
7. Re-elect Dr. Martin Read as a Mgmt For *
Director of the Company, who retires
in accordance with Article 87 of the
Company s Articles of Association
8. Re-appoint Ernst & Young LLP as the Mgmt For *
Auditor of the Company
9. Authorize the Directors to determine Mgmt For *
the Auditors remuneration
S.10 Approve, pursuant to Sections 80 and Mgmt For *
95 of the Companies Act 1985, that
the authority and power to allot
shares, conferred on the Directors by
Article 11(B) of the Company s
Articles of Association be renewed
for the period ending on the earlier
of the date on which a resolution
relating to such authority and power
is put in the general meeting on 15
JUL 2008 and the prescribed amount
shall be GBP 89 million and as per
Section 89 shall be GBP 13.5 million
S.3 Approve that the Article 78 of the Mgmt For *
Company s Articles of Association
shall be substituted with the
replacement Article 78
- -------------------------------------------------------------------------------------------------------
DIXONS GROUP PLC Agenda: 700403796
CUSIP: G27806101 Meeting Type: AGM
Ticker: Meeting Date: 9/10/2003 ISIN: GB0000472455
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Directors report, the Mgmt For *
financial statements for the 53 weeks
ended 3 MAY 2003 and the Auditors
report thereon
10. Authorize the Company to make Mgmt For *
donations to EU Political
Organizations and to incur Political
Expenditure in an aggregate amount
not exceeding GBP 50,000 during the
period of two years beginning with
the date of the AGM in 2003, such
amount shall extend to expenditure to
be incurred either by the Company or
its wholly owned subsidiary DSG
11. Approve to renew the authority Mgmt For *
conferred on the Directors for the
period expiring five years from the
date of passing this resolution and
for such period the Section 80 amount
shall be GBP 16,224,672
12. Approve to renew the authority Mgmt For *
conferred on the Directors for the
period ending on the date of the AGM
in 2004 or on 9 DEC 2004, and for
such period the Section 89 amount
shall be GBP 2,433,701
13. Authorize the Company for the purpose Mgmt For *
of Section 166 of the Companies Act,
1985 to make market purchases of
ordinary shares of 2.5p in the
capital of the Company provided that
the maximum number of ordinary shares
which may be purchased is 194
million, the minimum price which may
be paid for a share of its nominal
value; the maximum price which may be
paid for a share is an amount equal
to 105% of the average of the market
quotations for an ordinary share for
the five business days immediately
preceding the day on which the share
is contracted to be purchased;
Authority expires at the conclusion
of the AGM in 2004
2. Declare a final dividend of 5.145 Mgmt For *
pence net per ordinary share for the
53 weeks ended 3 MAY 2003
3. Re-appoint Mr. David Longbottom as a Mgmt For *
Director
4. Re-appoint Mr. Andrew Lynch as a Mgmt For *
Director
5. Re-appoint Mr. John Whybrow as a Mgmt For *
Director
6. Re-appoint Ms. Rita Clifton as a Mgmt For *
Director
7. Re-appoint Mr. John Clare as a Mgmt For *
8. Re-appoint Deloitte & Touche LLP as Mgmt For *
the Auditors of the Company until the
end of the next AGM and authorize the
Directors to fix their
9. Approve the remuneration report for Mgmt For *
the 53 weeks ended 3 MAY 2003
- -------------------------------------------------------------------------------------------------------
ELECTROCOMPONENTS PLC Agenda: 700384972
CUSIP: G29848101 Meeting Type: AGM
Ticker: Meeting Date: 7/18/2003 ISIN: GB0003096442
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the accounts and the reports Mgmt For *
of the Directors and the Auditors for
the YE 31 MAR 2003
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 MAR 2003
3. Declare a final dividend on the Mgmt For *
ordinary shares
4. Re-elect Mr. T.G. Barker as a Mgmt For *
5. Re-elect Mr. J.L. Hewitt as a Mgmt For *
6. Re-elect Mr. N.J. Temple as a Mgmt For *
7. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors of the Company and authorize
the Directors to agree their
remuneration
S.8 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
43,520,655 ordinary shares of 10p
each in the Company, at a minimum
price of 10p 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 at the conclusion
of the next AGM of the Company ; and
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
- -------------------------------------------------------------------------------------------------------
GARMIN LTD. Agenda: 932165409
CUSIP: G37260109 Meeting Type: Annual
Ticker: GRMN Meeting Date: 6/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GENE M. BETTS Mgmt For For
THOMAS A. MCDONNELL Mgmt For For
- -------------------------------------------------------------------------------------------------------
HILTON GROUP PLC Agenda: 700487300
CUSIP: G45098103 Meeting Type: AGM
Ticker: Meeting Date: 5/21/2004 ISIN: GB0005002547
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the reports of the Mgmt For *
Directors and Auditor and the
accounts of the Company for the YE 31
2. Declare a final dividend of 5.52p on Mgmt For *
each of the 10p ordinary shares for
the YE 31 DEC 2003 payable on 01 JUN
2004
3.1 Re-appoint Sir Ian Robinson as a Mgmt For *
Director of the Company
3.2 Re-appoint Mr. L.P. Lupo as a Mgmt For *
Director of the Company
3.3 Re-appoint Mr. I.P. Livingston as a Mgmt For *
Director of the Company
3.4 Re-appoint Mr. C.J. Rodrigues as a Mgmt For *
Director of the Company
4. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditor of the Company and
authorize the Directors to fix their
remuneration
5.1 Approve the 2003 Directors Mgmt For *
remuneration report
5.2 Authorize the Company, for the Mgmt For *
purposes of Part XA of the Companies
Act 1985, to make donations to EU
political organizations up to GBP
15,000 and to incur EU political
expenditure up to GBP 15,000; and
authorize Ladbrokes Limited, a wholly
owned subsidiary of the Company, for
the purposes of Part XA of the
Companies Act 1985, to make donations
to EU political organizations up to
GBP 35,000 and to incur EU political
expenditure up to GBP 35,000;
Authority expires at the conclusion
of the next AGM
5.3 Approve to increase the share capital Mgmt For *
of the Company from GBP 216,000,000
to GBP 226,000,000 by the creation of
100,000,000 additional ordinary
shares of 10p each in the capital of
the Company
5.4 Authorize the Directors, for the Mgmt For *
purposes of Section 80 of the
Companies Act 1985, to allot relevant
securities Section 80(2) up to an
aggregate nominal amount of GBP
52,700,00; Authority expires the
earlier of AGM of the Company in 2005
or 20 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
S.5.5 Authorize the Directors, to allot Mgmt For *
equity securities for cash, pursuant
to Section 94 of the Companies Act
1985 and subject to the passing of
Resolution 5.4, disapplying the
statutory pre-emption rights Section
89(1) of the Companies Act 1985,
provided that this power is limited
to the allotment of equity
securities: a) up to an aggregate
nominal amount of GBP 7,911,979; b)
up to an aggregate nominal amount of
GBP 52,700,000 in connection with a
rights issue in favor of ordinary
shareholders; Authority expires the
earlier of AGM of the Company in 2005
or 20 AUG 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.5.6 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
158,239,580 ordinary shares of the
Company of 10p each in the capital of
the Company, at a minimum price of
10p 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 AGM
of the Company in 2005 or 20 AUG 2005;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such
- -------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC Agenda: 700491602
CUSIP: G4634U169 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: GB0005405286
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the annual Mgmt For *
accounts and the reports of the
Directors and the Auditors for the YE
31 DEC 2003
2.a Re-elect the Lord Butler as a Mgmt For *
2.b Re-elect the Baroness Dunn as a Mgmt For *
Director
2.c Re-elect Mr. R. A. Fairhead as a Mgmt For *
Director
2.d Re-elect Mr. W.K.L. Fung as a Mgmt For *
2.e Re-elect Mr. M. F. Geoghegan as a Mgmt For *
Director
2.f Re-elect Mr. S. Hintze as a Director Mgmt For *
2.g Re-elect Sir John Kemp-Welch as a Mgmt For *
Director
2.h Re-elect Sir Mark Moody-Stuart as a Mgmt For *
Director
2.i Re-elect Mr. H. Sohmen as a Director Mgmt For *
3. Re-appoint KPMG Audit Plc as Auditor Mgmt For *
at remuneration determined by the
Group Audit Committee
4. Approve the Directors Remuneration Mgmt For *
report for the YE 31 DEC 2003
5. Authorize the Company to make market Mgmt For *
purchases Section 163 of the
Companies Act 1985 of up to
1,099,900,000 ordinary shares of USD
0.50 each in the capital of the
Company, at a minimum price of USD
0.50 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 or
105% of the average of the closing
prices of ordinary shares on The
Stock Exchange of Hong Kong Limited,
over the previous 5 business 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
6. Authorize the Directors, pursuant to Mgmt For *
and for the purposes of Section 80 of
the Companies Act 1985, to allot
relevant securities Section 80 up to
an aggregate nominal amount of GBP
100,000, USD 100,000 and EUR 100,000
in each such case in the form of
100,000,000 non-cumulative preference
shares and USD 1,099,900,000 in the
form of ordinary shares ordinary
shares of USD 0.50 each, provided
that this authority is limited, so
that, otherwise than pursuant to: a)
a rights issue or other issue the
subject of an offer or invitation,
open for acceptance for a period
fixed by the Directors, to: i)
ordinary shareholders where the
relevant securities respectively
attributable to the interest of all
ordinary shareholders are
proportionate to the respective
number of ordinary shares held by
them; and ii) holders of securities,
bonds, debentures or warrants which,
in accordance with the rights
attaching thereto, are entitled to
participate in such a rights issue or
other issues, but subject to such
exclusion or other arrangements as
the Directors deem necessary in
relation to fractional entitlements
or securities represented by
depositary receipts or having regard
to any restrictions, obligations or
legal problems under the laws or or
the requirements of any regulatory
body or stock exchange in any
territory or otherwise howsoever; or
b) the terms of any share plan for
the employees of the Company or any
of its subsidiary undertakings; or c)
the terms of the Household
International Inc. outstanding Zero-
Coupon Convertible Debt Securities or
8.875% adjustable conversion-Rate
Equity security Units; or d) any
scrip dividend or similar arrangement
implemented in accordance with the
Articles of Association of the
Company; or e) the allotment of up to
10,000,000 non-cumulative preference
shares of GBP 0.01 each, 100,000,000
non-cumulative preference shares of
USD 0.01 each and 10,000,000 non-
cumulative preference shares of EUR
0.01 each in the capital of the
Company, the nominal amount of
relevant securities to be allotted by
the Directors pursuant to this
authority wholly for cash shall not
in aggregate, together with any
allotment of other equity securities,
exceed USD 274,975,000 approximately
5% of the nominal amount of ordinary
shares of the Company in issue ;
Authority expires at the conclusion
of the AGM of the Company in 2005 ;
and authorize the Directors to allot
relevant securities after the expiry
of this authority in pursuance of
such an
8. Authorize each of the Directors other Mgmt For *
than alternate Directors, pursuant
to Article 104.1 of the Articles
of Association of the Company with
effect from 01 JAN 2004, to
receive GBP 55,000 per annum by
way of fees for their services as
Directors
S.7 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 6, a) to
allot equity securities Section 94 of
the Companies Act 1985 ; and b) to
allot any other equity securities
Section 94 of the Companies Act 1985
which are held by the Company in
treasury, for cash pursuant to the
authority conferred by Resolution 6,
disapplying the statutory pre-emption
rights Section 89(1) ; Authority
expires at the conclusion of the AGM
of the Company in 2005 ; 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
- -------------------------------------------------------------------------------------------------------
KINGFISHER PLC Agenda: 700515438
CUSIP: G5256E441 Meeting Type: AGM
Ticker: Meeting Date: 6/3/2004 ISIN: GB0033195214
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
including the Corporate Governance
report and the financial statements
for the YE 31 JAN 2004 along with the
report of the Auditors
10. Authorize the Board of Directors to Mgmt For *
offer any holders of any shares in
the capital of the Company the right
to elect to receive shares in the
capital of the Company, instead of
cash, in respect of all or part of
all or any dividends declared or paid
during the period prior to the AGM
of the Company to be held in 2009, on
the terms and conditions in Article
138.1 of the Articles of Association
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 JAN 2004
3. Declare a final dividend of 6.15 Mgmt For *
pence on the ordinary shares for
payment on 11 JUN 2004
4. Elect Mr. Tatton-Brown as a Director Mgmt For *
5. Re-elect Sir Francis Mackay as a Mgmt For *
Director
6. Re-elect Mr. Hepher as a Director Mgmt For *
7. Re-elect Ms. Salmon as a Director Mgmt For *
8. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Company s Auditors and
authorize the Directors to fix their
remuneration
9. Authorize the Directors to allot Mgmt For *
relevant securities Section 80 of
the Companies Act 1985 and to make
an offer or agreement which would or
might require relevant securities to
be allotted up to an aggregate
nominal amount of GBP 108,526,099;
Authority expires earlier of the
conclusion of the next AGM of the
Company or 03 SEP 2005
S.11 Authorize the Directors, pursuant to Mgmt For *
Section 95 of the Companies Act 1985,
to allot equity securities Section
94(2), disapplying the per emption
rights Section 89(1), provided that
this power shall be limited to the
allotment of equity securities: i) in
connection with a rights issue for
cash in favor of ordinary
shareholders; and ii) up to an
aggregate nominal amount not
exceeding 5% of the nominal value of
the issued share capital of the
Company; Authority expires earlier
of, the conclusion of the next AGM of
the Company or on 03 SEP 2005; and
the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.12 Authorize the Company, pursuant to Mgmt For *
Article 44 of the Company s Articles
of Association and Section 166 of the
Companies Act 1985, to make market
purchases Section 163(3) of up to
233,210,664 of its ordinary shares,
at a maximum price of an amount equal
to 105% of the average of the middle
market quotations of such shares as
derived form the stock exchange daily
official list for the 5 business
after such purchase; Authority shall
expire at the conclusion of the next
AGM of the Company or on 03 DEC 2005;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such
- -------------------------------------------------------------------------------------------------------
MMO2 PLC, SLOUGH Agenda: 700387524
CUSIP: G6179P109 Meeting Type: AGM
Ticker: Meeting Date: 7/30/2003 ISIN: GB0030872716
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the report and the accounts Mgmt For *
10. Re-elect Mr. Paul Myners Mgmt For *
11. Re-appoint the Auditors Mgmt For *
12. Approve the remuneration to the Mgmt For *
Auditors
13. Grant authority to allot shares Mgmt Against *
2. Approve the remuneration report Mgmt For *
3. Elect Mr. David Chance Mgmt For *
4. Elect Mr. David Arculus Mgmt For *
5. Elect Mr. Rudolf Groger Mgmt For *
6. Elect Mr. David McGlade Mgmt For *
7. Elect Mr. Kent Thexton Mgmt For *
8. Re-elect Mr. Peter Erskine Mgmt For *
9. Re-elect Mr. Neelie Kroes Mgmt For *
S.14 Grant power to allot shares for cash Mgmt Against *
S.15 Grant authority to purchase own Mgmt For *
- -------------------------------------------------------------------------------------------------------
NOBLE CORPORATION Agenda: 932110151
CUSIP: G65422100 Meeting Type: Annual
Ticker: NE Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL A. CAWLEY Mgmt For For
01 LUKE R. CORBETT Mgmt For For
JACK E. LITTLE Mgmt For For
02 APPROVAL OF THE APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS FOR 2004.
- -------------------------------------------------------------------------------------------------------
PARTNERRE LTD. Agenda: 932127269
CUSIP: G6852T105 Meeting Type: Annual
Ticker: PRE Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 VITO H. BAUMGARTNER Mgmt For For
JEAN-PAUL MONTUPET Mgmt For For
JOHN A. ROLLWAGEN Mgmt For For
LUCIO STANCA Mgmt For For
02 TO APPROVE AN INCREASE IN THE MAXIMUM Mgmt For For
NUMBER OF DIRECTORS FROM TEN TO
ELEVEN, WITH THE MINIMUM NUMBER OF
DIRECTORS SET AT THREE, AND FOR THE
BOARD TO BE AUTHORIZED TO FILL ANY
VACANCIES AS AND WHEN THEY DEEM
EXPEDIENT.
03 TO AMEND THE BYE-LAWS OF THE COMPANY Mgmt For For
TO REMOVE THE EXEMPTION WHICH
EXCLUDES SWISS REINSURANCE COMPANY
AND ITS AFFILIATES FROM THE
PROHIBITION ON OBTAINING OR
EXERCISING MORE THAN 9.9% OF THE
VOTING RIGHTS ATTACHED TO THE COMPANY
S ISSUED AND OUTSTANDING SHARES.
04 TO INCREASE THE NUMBER OF COMMON Mgmt For For
SHARES RESERVED FOR ISSUANCE UNDER
THE PARTNERRE LTD. EMPLOYEE INCENTIVE
PLAN FROM 3,500,000 COMMON SHARES TO
5,000,000 COMMON SHARES.
05 TO REAPPOINT THE FIRM OF DELOITTE & Mgmt For For
TOUCHE TO SERVE AS INDEPENDENT
AUDITORS OF THE COMPANY UNTIL THE
COMPANY S 2005 ANNUAL GENERAL MEETING
AND TO REFER TO THE BOARD OF
DIRECTORS THE AUTHORITY TO DETERMINE
THE REMUNERATION OF DELOITTE &
06 OTHER - IN THEIR DISCRETION UPON SUCH Mgmt For For
OTHER MATTERS, INCLUDING WITHHOLDING
A QUORUM, IF NECESSARY, AS MAY
PROPERLY COME BEFORE THE ANNUAL
- -------------------------------------------------------------------------------------------------------
RANK GROUP PLC Agenda: 700481473
CUSIP: G7377H105 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: GB0007240764
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the audited accounts for the YE
31 DEC 2003
11. Authorize the Directors: (a) to Mgmt For *
exercise the power contained in
Article 134(C) of the Articles of
Association of the Company to offer
holders or 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
declares during the period; Authority
expires on the date of the next AGM
of the Company ; (b) to determine
the basis of allotment of new
ordinary shares in respect of any
such dividend so that the values of
such new ordinary shares may exceed
the amount of such dividend, but not
by more than 20% of such amount, and
for these purposes the values of such
new ordinary shares shall be
calculated by reference to the
average quotation of ordinary share,
which shall be the average of the
best bid prices for an ordinary share
as derived from the Stock Exchange
Electronic Trading Service at 10am,
12 noon and 3.00pm for such five
consecutive dealings days as the
Directors determine, save that if a
best bid price for an ordinary share
is not so available or is zero in
respect of any such time, the
Directors be to determine the value
of such new ordinary shares on such
basis as they may deem appropriate in
consultation with the London Stock
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
3. Declare a final dividend of 9.3p per Mgmt For *
ordinary share
4. Re-appoint Mr. Peter Jarvis as a Mgmt For *
Director
5. Re-appoint Mr. Alun Cathcart as a Mgmt For *
Director
6. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors
7. Authorize the Directors to agree the Mgmt For *
remuneration of the Auditors
8. Authorize the Directors, in Mgmt For *
accordance with the terms of the
paragraph (A) of the Article 6 of the
Articles of Association, with the
Section 80 of amount GBP 21,960,000;
Authority expires on the date of the
next AGM of the Company
S.10 Authorize the Company, pursuant to Mgmt For *
Article 4(B) of the Articles of
Association of the Company 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 on the
London Stock Exchange of up to
89,442,0000 ordinary shares of 10p
each in the capital of the Company,
at a minimum price of 10p per
ordinary share and not more than 5%
above the average market values for
an ordinary share over the previous 5
business days; Authority expires the
earlier of the conclusion of the next
AGM of the Company to be held in 2005
or 18 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.9 Authorize the Directors, subject to Mgmt For *
passing the Resolution 8 in
accordance with the terms of the
paragraph (C) of the Article 6 of the
Articles of Association, with the
Section 89 of amount GBP
2,980,850; Authority expires on
the date of the next AGM of the
Company
- -------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC Agenda: 700477690
CUSIP: G76891111 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: GB0007547838
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report and the accounts Mgmt For *
10. Re-elect Sir Iain Vallance as a Mgmt For *
Director
11. Re-appoint Deloitte & Touche LLP as Mgmt For *
the Auditors
12. Authorize the Directors to fix the Mgmt For *
remuneration of the Auditors
13. Approve to renew the authority to Mgmt For *
allot the shares
14. Approve to renew and amend the pre- Mgmt For *
emption authority
15. Approve the purchase of own shares Mgmt For *
16. Approve to create the additional Mgmt For *
dollar preference shares and renew
the authority to allot the preference
shares
17. Approve the amendments to the terms Mgmt For *
of the preference shares
2. Approve the remuneration report Mgmt For *
3. Declare a final dividend on the Mgmt For *
ordinary shares
4. Re-elect Mr. E. Botin as a Director Mgmt For *
5. Re-elect Mr. L.K. Fish as a Director Mgmt For *
6. Re-elect Sir Angus Grossart as a Mgmt For *
Director
7. Re-elect Sir George Mathewson as a Mgmt For *
Director
8. Re-elect Mr. G.F. Pell as a Director Mgmt For *
9. Re-elect Mr. I.S. Robertson as a Mgmt For *
Director
- -------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC Agenda: 700384326
CUSIP: G79314129 Meeting Type: AGM
Ticker: Meeting Date: 7/25/2003 ISIN: GB0006900707
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the annual report and the Mgmt For *
accounts for the YE 31 MAR 2003
2. Approve the remuneration report which Mgmt For *
is included in the annual report and
the accounts for the YE 31 MAR 2003
3. Elect Mr. Nick Rose as a Director Mgmt For *
4. Elect Mr. Donald Brydon as a Director Mgmt For *
5. Re-elect Mr. Charles Miller Smith as Mgmt For *
a Director
6. Re-elect Mr. David Nish as a Director Mgmt For *
7. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Company s Auditors until the
next year s AGM and authorize the
Directors to set their remuneration
8. Authorize the Company, for the Mgmt For *
purposes of Part XA of the Companies
Act 1985, to make donations to EU
political organizations and to incur
EU political expenditure up to a
maximum aggregate amount of GBP
100,000; Authority expires at the
conclusion of the AGM in 2004
S.10 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of up to
185,615,798 ordinary shares of 50p
each, at a minimum price of 50p and
up to 5% over the average middle
market price of such shares, based on
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 25 JUL 2004 ;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly
S.9 Authorize the Directors, pursuant to Mgmt For *
Section 95 of the Companies Act 1985,
to allot equity securities Section
94(2) for cash, relying on the
authority given by the shareholders
on 28 JUL 2002, 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 in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 46,403,949;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 25 JUL 2004 ; 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
- -------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC Agenda: 700381990
CUSIP: G93882101 Meeting Type: AGM
Ticker: Meeting Date: 7/30/2003 ISIN: GB0007192106
For/Against
Proposal Type Vote Management
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Please click on the above link to Non-
access Vodafone Group s 2003 Notice Voting
of Annual General Meeting and Annual
Review & Summary Financial Statement
1. Receive the report of the Directors Mgmt For *
and financial statements for the YE
31 MAR 2003
10. Re-appoint Deloitte & Touche as Mgmt For *
Auditors to the Company until the
next AGM
11. Authorize the Audit Committee to Mgmt For *
determine the remuneration of the
Auditors
12. Authorize the Company and any company Mgmt For *
which is or becomes a subsidiary of
the Company during the period to
which this resolution relates and for
the purposes of Part XA of the
Companies Act 1985, to make Donations
to EU Political Organizations or
incur EU Political Expenditure during
the period ending on the date of the
Company s AGM in 2004 provided 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 shall not exceed in aggregate
GBP 100,000 during that period
13. Renew the authority conferred on the Mgmt Against *
Directors by Article 16.2 of the
Company s Articles of Association and
for this purpose: 13.1) the Section
80 amount be USD 900,000,000; and
13.2) the prescribed period be the
period ending on the date of the AGM
in 2004 or on 30 OCT 2004, whichever
is the earlier
2. Approve the remuneration report of Mgmt For *
the Board for the YE 31 MAR 2003
3. Re-appoint Lord MacLaurin of Mgmt For *
Knebworth DL, a Director retiring in
accordance with the Company s
Articles of Association, as a
Director of the Company
4. Re-appoint Mr. Kenneth Hydon, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
5. Re-appoint Mr. Thomas Geitner, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
6. Re-appoint Professor Sir Alec Broers, Mgmt For *
a Director retiring in accordance
with the Company s Articles of
Association, as a Director of the
7. Re-appoint Mr. Jurgen Schrempp, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
8. Re-appoint Dr. John Buchanan, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
9. Approve that the final dividend Mgmt For *
recommended by the Directors of
0.8983p per ordinary share for the YE
31 MAR 2003 be declared payable on
the ordinary shares of the Company to
all members whose names appear on
the Register of Members on 6 JUN 2003
and that such dividend be paid on 8
AUG 2003
S.14 Approve that, subject to the passing Mgmt Against *
of Resolution 13, the power conferred
on the Directors by Article 16.3 of
the Company s Articles of Association
be renewed for the prescribed period
specified in Resolution 13.2 and for
such period the Section 89 amount be
USD 340,000,000
S.15 Authorize the Company, generally and Mgmt For *
unconditionally, for the purposes of
Section 166 of the Companies Act
1985, to make market purchases (as
defined in Section 163 of that Act)
of ordinary shares of USD 0.10 each
in the capital of the Company
provided that: 15.1) the maximum
aggregate number of ordinary shares
which may be purchased is
6,800,000,000; 15.2) the minimum
price which may be paid for each
ordinary share is USD 0.10; 15.3) the
maximum price (excluding expenses)
which may be paid for any ordinary
share is an amount equal to 105% of
the average of the middle market
closing price of the Company s
ordinary shares as derived from the
Official List of the London Stock
Exchange for the 5 business days
immediately preceding the day on
which such share is contracted to be
purchased; and 15.4) this authority
shall expire at the conclusion of the
AGM of the Company held in 2004 or on
30 OCT 2004, whichever is the
earlier, unless such authority is
renewed prior to that time (except in
relation to the purchase of ordinary
shares the contract for which was
concluded before the expiry of such
authority and which might be executed
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WEATHERFORD INTERNATIONAL LTD. Agenda: 932137967
CUSIP: G95089101 Meeting Type: Annual
Ticker: WFT Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 PHILIP BURGUIERES Mgmt For For
NICHOLAS F. BRADY Mgmt For For
DAVID J. BUTTERS Mgmt For For
BERNARD J. DUROC-DANNER Mgmt For For
SHELDON B. LUBAR Mgmt For For
WILLIAM E. MACAULAY Mgmt For For
ROBERT B. MILLARD Mgmt For For
ROBERT K. MOSES, JR. Mgmt For For
ROBERT A. RAYNE Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2004, AND
AUTHORIZATION OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS TO SET
ERNST & YOUNG LLP S REMUNERATION.
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XL CAPITAL LTD Agenda: 932119515
CUSIP: G98255105 Meeting Type: Annual
Ticker: XL Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 JOHN LOUDON Mgmt For For
ROBERT S. PARKER Mgmt For For
ALAN Z. SENTER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP, NEW YORK,
TO ACT AS THE INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
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ADECCO SA, CHESEREX Agenda: 700560801
CUSIP: H00392318 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: CH0012138605
For/Against
Proposal Type Vote Management
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The practice of share blocking varies Non-
widely in this market. Please Voting
contact your ADP client service
representative to obtain blocking
information for your accounts
1. Receive the business report 2003, Mgmt For *
consisting of the annual report, the
financial statements of Adecco S.A.
and the consolidated financial
statements for the business year 2003
2. Receive the reports of the Statutory Mgmt For *
Auditors and the Group Auditors
3. Approve the business report 2003 Mgmt For *
4. Approve the appropriation of retained Mgmt For *
earnings
5. Grant discharge to the Members of the Mgmt For *
Board of Directors
6.1 Elect the Board of Directors Mgmt For *
6.2.1 Elect the statutory Auditors and the Mgmt For *
Group Auditors
6.2.2 Elect the Special Auditor Article 23 Mgmt For *
Paragraph 2 of the Articles of
Incorporation
7. Approve the abolishment of 5%- Mgmt For *
restriction of
transferability/registration and
connected provisions in Article 4 of
the Articles of Incorporation
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FAST RETAILING CO LTD Agenda: 700431529
CUSIP: J1346E100 Meeting Type: AGM
Ticker: Meeting Date: 11/26/2003 ISIN: JP3802300008
For/Against
Proposal Type Vote Management
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1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 20, Final JY 35, Special
JY 0
2 Amend Articles to: Increase Number of Mgmt Abstain *
Internal Auditors - Reduce Directors
Term in Office - Extend Internal
Auditors Term in Office - Lower
Quorum Requirement for Special
Business - Allow Share Repurchases at
Discretion of Board
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Director and Statutory Auditor
6 Approve Adjustment to Aggregate Mgmt For *
Compensation Ceiling for Statutory
Auditors
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FUJITSU LTD, TOKYO Agenda: 700534527
CUSIP: J15708159 Meeting Type: AGM
Ticker: Meeting Date: 6/23/2004 ISIN: JP3818000006
For/Against
Proposal Type Vote Management
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1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 3, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion -
Limit Directors and Internal
Auditors Legal Liability
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
4.4 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Against *
Directors and Statutory Auditors
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AEON CO LTD Agenda: 700497717
CUSIP: J28751121 Meeting Type: AGM
Ticker: Meeting Date: 5/19/2004 ISIN: JP3388200002
For/Against
Proposal Type Vote Management
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1 Amend Articles to: Expand Business Mgmt Against *
Lines - Increase Authorized Capital
from 600 Million to 1.2 Billion
Shares - Authorize Share Repurchases
at Board s Discretion
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
2.3 Elect Director Mgmt For *
2.4 Elect Director Mgmt For *
2.5 Elect Director Mgmt For *
2.6 Elect Director Mgmt For *
2.7 Elect Director Mgmt For *
2.8 Elect Director Mgmt For *
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KDDI CORP, TOKYO Agenda: 700531963
CUSIP: J31843105 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: JP3496400007
For/Against
Proposal Type Vote Management
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1. Approve the profit appropriation for Mgmt For *
20 term: dividends for the current
term as JPY 2,400 per share JPY 3600
on a yearly basis
2. Approve the Company to purchase its Mgmt For *
own shares upon a resolution of the
Board of Directors in accordance with
the Commercial Code 211-3 and
partially amend the Company s
Articles of Incorporation
3. Approve to give free share Mgmt For *
subscription rights to the Directors,
Senior Executive Directors,
Executive Directors, advisors,
Statutory Auditors and the
employees of the Company and its
subsidiaries as stock option in
accordance with Commercial Code
280-20 and 280-21
4. Amend the parts of the Resolutions on Mgmt For *
conditions for exercising and
extincting Free Subscription
Rights approved at the AGM of
shareholders held in June 2002 and
2003 and the conditions will be
for the Directors,
senior Executives Directors the
Executive Directors, advisors,
Statutory Auditors and the
employees of the Company and its
subsidiaries and partially amend
the Free Subscription Rights
5.1 Elect Mr. Akira Hioki as a Statutory Mgmt For *
Auditor
5.2 Elect Mr. Yoshiaki Tsuji as a Mgmt For *
Statutory Auditor
5.3 Elect Mr. Hideki Ishida as a Mgmt For *
Statutory Auditor
5.4 Elect Mr. Katsuaki Watanabe as a Mgmt For *
Statutory Auditor
6. Grant retirement Allowances to the Mgmt For *
retired Statutory Auditors: grant
retirement allowances JPY16,500,000
in total to 2 retired Statutory
Auditors, Mr. Toshiaki Terui and
7. Grant retirement allowances to the Mgmt For *
Directors and the Statutory Auditor
in connection with abolishment of
retirement allowances system; grant
retirement allowances JPY125,287,000
in total to 8 Directors, Mr. Mitsuo
Igarashi, Mr. Tadashi Onodera, Mr.
Masahiro Yamamoto, Mr. Nobuhiko
Nakano, Mr. Yasuhiko Itou, Mr.
Satoshi Nagao, Mr. Nobuo Nezu and Mr.
Hirofumi Morozumi and JPY2,200,000 to
1 Statutory Auditor Mr. Akira
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MITSUBISHI ESTATE CO LTD, TOKYO Agenda: 700542005
CUSIP: J43916113 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3899600005
For/Against
Proposal Type Vote Management
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1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 4, Final JY 4, Special
JY 0
2 Amend Articles to: Expand Business Mgmt For *
Lines - Authorize Share Repurchases
at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt For *
Director and Statutory Auditor
6 Appoint External Auditors Mgmt For *
7 Approve Executive Stock Option Plan Mgmt For *
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MIZUHO FINANCIAL GROUP INC, TOKYO Agenda: 700551852
CUSIP: J4599L102 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3885780001
For/Against
Proposal Type Vote Management
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PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING ID #148040 DUE TO THE Voting
REVISED AGENDA. PLEASE ALSO NOTE THE
NEW CUTOFF DATE. ALL VOTES RECEIVED ON
THE PREVIOUS NOTICE WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS NOTICE OF MEETING.
THANK YOU.
1. Approve the profit appropriation for Mgmt For *
No.2 term: dividends for the current
term as JPY 3,000 per share
2. Approve to reduce the capital reserve Mgmt For *
by JPY 1,367,644,000,000 from the
present JPY 1,752,885,533,774
3. Authorize the Company to acquire up Mgmt For *
to 538,000 of preferred shares up to
JPY 500,000,000,000 in value in
accordance with the Commercial Code
4. Approve the Company s number of Mgmt For *
issued and outstanding shares will be
changed to 30,466,400 from the
present 30,563,000
5.1 Elect Mr. Keiji Torii as a Director Mgmt For *
5.2 Elect Mr. Satoshi Nishibori as a Mgmt For *
Director
5.3 Elect Mr. Tetsushi Ozaki as a Mgmt For *
6.1 Elect Mr. Yokio Obara as a Statutory Mgmt For *
Auditor
6.2 Elect Mr. Masahiko Kakutani as a Mgmt For *
Statutory Auditor
7.1 Grant retirement allowances to the Mgmt For *
retired Director Mr. Tadashi Kudou
7.2 Grant retirement allowances to the Mgmt For *
retired Director Mr. Mitsuru Machida
7.3 Grant retirement allowances to the Mgmt For *
retired Director Mr. Jun Kawada
7.4 Grant retirement allowances to the Mgmt For *
retired Statutory Auditor Mr. Yoriaki
Sakata
7.5 Grant retirement allowances to the Mgmt For *
retired Statutory Auditor Mr. Minoru
Nakai
7.6 Grant retirement allowances to the Mgmt For *
retired Statutory Auditor Mr. Akio
Takeuchi
7.7 Grant retirement allowances to the Mgmt For *
retired Statutory Auditor Mr. Setsuo
Umezawa
8. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Abstain *
SHAREHOLDER PROPOSAL: Grant
retirement allowances to the
Directors and the Statutory Auditors
accompany individual amount
9. Approve to disclose the remuneration Mgmt Abstain *
of the Director and the Statutory
Auditor
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NEC CORP Agenda: 700533272
CUSIP: J48818124 Meeting Type: AGM
Ticker: Meeting Date: 6/22/2004 ISIN: JP3733000008
For/Against
Proposal Type Vote Management
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1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 3, Final JY 3, Special
JY 0
2 Amend Articles to: Reduce Directors Mgmt For *
Term in Office - Authorize Share
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Executive Stock Option Plan Mgmt For *
6 Approve Retirement Bonuses for Mgmt Against *
Directors and Statutory Auditor
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NITTO DENKO CORP (FORMERLY NITTO ELECTRIC Agenda: 700552828
INDUSTRIAL CO LTD)
CUSIP: J58472119 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: JP3684000007
For/Against
Proposal Type Vote Management
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1. Approve the profit appropriation for Mgmt For *
the No. 139 term, including dividends
of JPY 23 per share
2. Amend the Company s Articles of Mgmt For *
Incorporation partially
3. Approve to assign free subscription Mgmt For *
rights
4.1 Elect Mr. Masamichi Takemoto as a Mgmt For *
Director
4.2 Elect Mr. Yukio Nagira as a Director Mgmt For *
4.3 Elect Mr. Yasuo Ninomiya as a Mgmt For *
4.4 Elect Mr. Tatsunosuke Fujiwara as a Mgmt For *
Director
4.5 Elect Mr. Wataru Kitao as a Director Mgmt For *
5.1 Elect Mr. Nobuyuki Tanioka as a Mgmt For *
Statutory Auditor
5.2 Elect Mr. Shigeru Takarayama as a Mgmt For *
Statutory Auditor
5.3 Elect Mr. Shikou Saikawa as a Mgmt For *
Statutory Auditor
5.4 Elect Mr. Kazuo Kumagai as a Mgmt For *
Statutory Auditor
6. Approve to assign free subscription Mgmt For *
rights as stock compensation
7. Approve to revise the remuneration Mgmt For *
for Statutory Auditors
8. Approve to grant retirement Mgmt For *
allowances to retired Directors and
Statutory Auditors
9. Approve to grant retirement Mgmt For *
allowances to Directors and Statutory
Auditors in connection with
abolishment of retirement allowances
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OBIC CO LTD, TOKYO Agenda: 700543502
CUSIP: J5946V107 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3173400007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 35, Final JY 45, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3 Elect Director Mgmt For *
4 Approve Retirement Bonuses for Mgmt For *
Directors
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ROHM CO LTD Agenda: 700552791
CUSIP: J65328122 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3982800009
For/Against
Proposal Type Vote Management
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PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING # 146694. ALL VOTES Voting
RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
1. Approve the appropriation of retained Mgmt For *
earnings of the 46th FY: Dividends
for the current term has been
proposed as JPY 42.50 per share (JPY
55 on a yearly basis)
2. Approve the partial amendment to the Mgmt For *
Articles of Incorporation: The
Company will be allowed to purchase
its own shares upon a resolution of
the Board of Directors in accordance
with the Commercial Code 211-3
3.1 Elect Mr. Yoshiaki Shibata as a Mgmt For *
Corporate Auditor
3.2 Elect Mr. Yasuhito Tamaki as a Mgmt For *
Corporate Auditor
3.3 Elect Mr. Shinya Murao as a Corporate Mgmt For *
Auditor
3.4 Elect Mr. Toshiki Shimozono as a Mgmt For *
Corporate Auditor
3.5 Elect Mr. Haruo Kitamura as a Mgmt For *
Corporate Auditor
4. Grant retirement allowances to the Mgmt For *
retiring Corporate Auditor, Mr Toshio
Minoura, in accordance with the
Company s rule
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SKYLARK CO LTD Agenda: 700469922
CUSIP: J75605105 Meeting Type: AGM
Ticker: Meeting Date: 3/30/2004 ISIN: JP3396200002
For/Against
Proposal Type Vote Management
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1 Approve Allocation of Income, Mgmt no action
Including the Following Dividends:
Interim JY 10, Final JY 10, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt no action
Repurchases at Board s Discretion
3 Approve Merger Agreement with Mgmt no action
Jonathan s Co. Ltd.
4.1 Elect Director Mgmt no action
4.10 Elect Director Mgmt no action
4.2 Elect Director Mgmt no action
4.3 Elect Director Mgmt no action
4.4 Elect Director Mgmt no action
4.5 Elect Director Mgmt no action
4.6 Elect Director Mgmt no action
4.7 Elect Director Mgmt no action
4.8 Elect Director Mgmt no action
4.9 Elect Director Mgmt no action
- -------------------------------------------------------------------------------------------------------
SUMITOMO REALTY & DEVELOPMENT CO LTD Agenda: 700539705
CUSIP: J77841112 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3409000001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 9, Special
JY 0
2 Approve Introduction of New Mgmt For *
Compensation System for Directors
Tied to Company Performance
3 Approve Special Payments to Directors Mgmt For *
in Connection with Abolition of
Retirement Bonus System
4 Amend Articles to: Abolish Retirement Mgmt For *
Bonus System
- -------------------------------------------------------------------------------------------------------
TOKYO ELECTRON LTD Agenda: 700528966
CUSIP: J86957115 Meeting Type: AGM
Ticker: Meeting Date: 6/22/2004 ISIN: JP3571400005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 4, Final JY 6, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Appoint External Auditors Mgmt For *
6 Approve Retirement Bonuses for Mgmt For *
Director and Statutory Auditor
7 Approve Adjustment to Aggregate Mgmt For *
Compensation Ceiling for Directors
8 Approve Executive Stock Option Plan Mgmt For *
- -------------------------------------------------------------------------------------------------------
YAHOO JAPAN CORP, TOKYO Agenda: 700533246
CUSIP: J95402103 Meeting Type: AGM
Ticker: Meeting Date: 6/17/2004 ISIN: JP3933800009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, with No Mgmt For *
Dividends
2 Amend Articles to: Expand Business Mgmt Abstain *
Lines - Increase Authorized Capital
from 7.52 Million to 15.08 Million
Shares - Authorize Share Repurchases
at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Executive Stock Option Plan Mgmt For *
- -------------------------------------------------------------------------------------------------------
YAMADA DENKI CO LTD Agenda: 700527267
CUSIP: J95534103 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3939000000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 11, Special
JY 1
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt For *
Directors
6 Approve Adjustment to Aggregate Mgmt For *
Compensation Ceiling for Statutory
Auditors
- -------------------------------------------------------------------------------------------------------
YAMATO TRANSPORT CO LTD, TOKYO Agenda: 700550759
CUSIP: J96612114 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3940000007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 8, Final JY 10, Special
JY 0
2 Amend Articles to: Reduce Board Size Mgmt Abstain *
- Streamline Board Structure -
Authorize Share Repurchases at Board
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Directors and Statutory Auditors and
Payments to Continuing Directors and
Auditors in Connection with
Abolition of Retirement
- -------------------------------------------------------------------------------------------------------
ABN AMRO HOLDING NV Agenda: 700482069
CUSIP: N0030P459 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: NL0000301109
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 22 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Receive the report of Board of Mgmt For *
Management for the year 2003
10. Any other business Other For *
2. Approve the Corporate Governance Mgmt For *
3.a Approve the establishment of the Mgmt For *
annual accounts 2003
3.b Approve the establishment of the Mgmt For *
proposed dividend
3.c Grant discharge to the Board of Mgmt For *
Management
3.d Grant discharge to the Supervisory Mgmt For *
Board
4. Approve the remuneration Board of Mgmt For *
Management and Top Executives
5. Appoint an Auditor Mgmt For *
6.a Re-appoint Mrs. T.A. Mass-de Brouwer Mgmt For *
as a Member of the Supervisory Board
6.b Appoint Mr. A.A. Olijslager as a Mgmt For *
Member of the Supervisory Board
7.a Approve the cancellation of Mgmt For *
preference shares
7.b Approve to alter the Articles of Mgmt For *
Association
8. Authorize the Managing Board, subject Mgmt For *
to the approval of the Supervisory
Board, to repurchase shares in the
Company s capital
9.a Authorize the Managing Board for a Mgmt For *
period of 18 months, to issue the
ordinary shares up to a maximum of
20% of the total amount of the issued
capital
9.b Authorize the Managing Board to Mgmt For *
restrict or exclude the pre-emptive
rights granted to shareholders up to
a maximum of 20% of the total amount
of the issued capital
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700430096
CUSIP: N0139V100 Meeting Type: AGM
Ticker: Meeting Date: 11/26/2003 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2. Receive the report for the FY 2002 by Mgmt For *
the Board of Management
3. Approve the annual account for 2002 Mgmt For *
4. Approve the composition of the Board Mgmt For *
of Management
5. Amend the Articles of Association Mgmt For *
6.A Authorize the Board of Management, Mgmt For *
subject to the approval of
Supervisory Board, to issue new
ordinary shares and cumulative
preferred financing shares
6.B Authorize the Board of Management, Mgmt For *
subject to the approval of
Supervisory Board, to restrict or
exclude the pre-emptive right of
holders of ordinary shares on the
7. Authorize the Board of Management, Mgmt For *
subject to the approval of
Supervisory Board, to acquire own
shares within the limits of the Law
and the Articles of Association
8. Approve the bonus of Anders Moberg Mgmt For *
9. Questions and closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700515313
CUSIP: N0139V100 Meeting Type: AGM
Ticker: Meeting Date: 6/2/2004 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 26 MAY 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Opening Non-
Voting
2. Receive the progress of the Board to Non-
recovery Voting
3.A Approve the annual report 2003 Mgmt For *
reserve and the dividend policy, and
discharge a proposal to determine the
annual account 2003
3.B Approve the concerning reserve and Mgmt For *
the dividend policy
3.C Grant discharge to the Executive Mgmt For *
3.D Grant discharge to the Supervisory Mgmt For *
Board
4.A Appoint Mr. R. Dahan as a Member of Mgmt For *
the Supervisory Board
4.B Appoint Mr. K. De Segundo as Member Mgmt For *
of the Supervisory Board
5. Appoint Deloitte as the External Mgmt For *
Auditor for 2004, 2005
6. Amend language of the annual report Mgmt For *
from Dutch to English
7. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700455480
CUSIP: N0139V100 Meeting Type: EGM
Ticker: Meeting Date: 3/3/2004 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is a revision Non-
due to the revised wording of Voting
resolution # 6. Please also note that
explanatory notes are now available
for agenda items 2,3,4,5 and 6 via
the above hyperlink titled PROXY
STATEMENT. If you have already sent
in your votes, please do not return
this proxy form unless you decide to
amend your original instructions.
Thank you.
1. Call to order Non-
Voting
2. Discuss the Corporate Governance Mgmt For *
structure Ahold
3. Amend the Articles of Association Mgmt For *
4. Approve the terms and conditions Mgmt For *
conversion rights cumulative
preferred financing shares
5. Adopt the Corporate Executive Board s Mgmt For *
general remuneration policy
6. Approve the investigations by public Mgmt For *
bodies and Supervisory bodies as well
as current lawsuits. - Termination
of VEB proceedings
7. Adjournment Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700404964
CUSIP: N0139V100 Meeting Type: OGM
Ticker: Meeting Date: 9/4/2003 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN Non-
EXTRAORDINARY GENERAL MEETING. THANK Voting
YOU.
1. Opening Non-
Voting
2. Approve the explanation about the Mgmt For *
delay of the postponement of the
publication of the annual accounts
and the annual report for the FY 2002
3. Approve the composition of the Mgmt For *
Management Board and appoint Messrs.
A.C. Moberg and H.R. Ryopponen
4. Receive the most important principles Mgmt For *
of the Company s new strategy and
business update by Mr. A.C. Moberg
5. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
HAGEMEYER NV Agenda: 700485510
CUSIP: N38537234 Meeting Type: AGM
Ticker: Meeting Date: 4/21/2004 ISIN: NL0000355477
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
10. Approve the Corporate Governance Mgmt no action
11. Any other business Other no action
12. Closing Non-
Voting
2. Approve the annual report of 2003 Mgmt no action
3. Approve the annual accounts of 2003 Mgmt no action
4.A Grant discharge to the Board of Mgmt no action
Management
4.B Grant discharge to the Supervisory Mgmt no action
Board
5. Appoint the Members of the Mgmt no action
Supervisory Board
6. Appoint a member of the Board of Mgmt no action
Management
7. Appoint the External Auditor to audit Mgmt no action
the annual account of 2004
8. Authorize the Company to acquire Mgmt no action
shares in its capital
9.A Authorize the Board of Management to Mgmt no action
issue shares
9.B Authorize the Board of Management to Mgmt no action
restrict or exclude the pre-emptive
right on the issue of ordinary shares
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV Agenda: 700477791
CUSIP: N4297B146 Meeting Type: AGM
Ticker: Meeting Date: 4/15/2004 ISIN: NL0000009082
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 08 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Opening and announcements Mgmt For *
10. Approve to reduce the capital through Mgmt For *
withdrawal of shares of the Company
11. Any other business and closure Other For *
2. Approve the report by the Board Of Mgmt For *
Management for the FY 2003
3.A Approve the financial statements for Mgmt For *
the FY 2003
3.B Approve the dividend policy Mgmt For *
3.C Approve to adopt a dividend over the Mgmt For *
FY 2003
4.A Grant discharge to the Members of the Mgmt For *
Board of Managements from liability
4.B Grant discharge to the Member of the Mgmt For *
Supervisory Board
5. Approve the Corporate Governance Mgmt For *
6. Approve the establishment of Mgmt For *
remuneration policy
7.A Appoint the Auditors Mgmt For *
7.B Approve to publish the annual Mgmt For *
accounts and the annual report in the
English language
8.A Approve the opportunity to make Mgmt For *
recommendations for the appointment
of a Member of the Supervisory Board
8.B Approve the opportunity to object to Mgmt For *
the proposed appointment
8.C Approve the announcement concerning Mgmt For *
vacancies arising at the AGM of
shareholders in 2005
8.D Appoint a new Member of the Board of Mgmt For *
Management
9.A Authorize the Board to acquire shares Mgmt For *
of the Company
9.B Appoint Board of Management to issue Mgmt For *
shares of the Company
9.C Appoint the Board of Management to Mgmt For *
limit or exclude the emptive rights
- -------------------------------------------------------------------------------------------------------
ING GROEP NV Agenda: 700471004
CUSIP: N4578E413 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: NL0000303600
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is a revision Non-
due to the revised wording of the Voting
agenda. If you have already sent in
your votes, please do not return this
proxy form unless you decide to
amend your original instructions.
1. Opening remarks and announcements. Non-
Voting
10. Composition of the Supervisory Board: Mgmt For *
Appointment of Eric Bourdais de
Charbonniere
11. Authorisation to issue shares and to Mgmt Against *
restrict or exclude preferential
rights. right
12. Authorisation to the company to Mgmt For *
acquire shares or depositary receipts
for shares in its own capital.
13. Any other business and conclusion. Non-
Voting
2.A Discussion of the reports of the Mgmt For *
Executive Board and the
Supervisory Board for 2003.
2.B Discussion of the profit retention Mgmt For *
and distribution policy.
3.A Discussion and adoption of the Annual Mgmt For *
Accounts for 2003.
3.B Adoption of the dividend for 2003. Mgmt For *
4. Appointment of the auditor. Mgmt For *
5.A Proposal to discharge the Executive Mgmt For *
Board in respect of the duties
performed during the year 2003.
5.B Proposal to discharge the Supervisory Mgmt For *
Board in respect of the duties
performed during the year 2003.
6. Corporate governance. Mgmt For *
7.A Adoption of remuneration policy. Mgmt For *
7.B Approval of long-term incentive plan. Mgmt For *
8. Amendments to the Articles of Mgmt For *
Association
9.A Appointment of Eric Boyer de la Mgmt For *
Giroday.
9.B Appointment of Eli Leenaars. Mgmt For *
9.C Appointment of Hans Verkoren. Mgmt For *
- -------------------------------------------------------------------------------------------------------
STMICROELECTRONICS NV Agenda: 700492731
CUSIP: N83574108 Meeting Type: AGM
Ticker: Meeting Date: 4/23/2004 ISIN: NL0000226223
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING # 129963 DUE TO A CHANGE Voting
IN THE AGENDA. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
1. Adopt the annual account for the FY Mgmt For *
2003
10. Approve to change the quorum for the Mgmt Against *
AGM from 1/3 of the issued share
capital to 15% of the issued share
capital
11. Amend the Articles of Association Mgmt For *
relating to the items mentioned under
item 13
12. Approve the Corporate Governance Mgmt For *
2. Grant discharge to the Member of the Mgmt For *
Managing Board
3. Grant discharge to the Member of the Mgmt For *
Supervisory Board
4. Adopt a dividend of EUR 0.12 per Mgmt For *
common share
5. Appoint Mr. Gerald Arbola as a new Mgmt For *
Member of the Supervisory Board for a
term of 3 years; Authority expires
at the next AGM in 2005
6. Appoint Mr. Didier Lombard as a new Mgmt For *
Member of the Supervisory Board for a
term of 3 years; Authority expires
at the next AGM in 2005
7. Approve the compensation to the Mgmt For *
Members of the Supervisory Board
8. Approve the new Employee Stock Mgmt For *
Purchase Plan
9. Authorize the Supervisory Board to Mgmt For *
issue new shares, to grant rights to
subscribe for new shares and to limit
and/or exclude existing shareholders
pre-emptive rights; Authority
expire at the end of 5 years
- -------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM Agenda: 700497781
CUSIP: N9202Y107 Meeting Type: AGM
Ticker: Meeting Date: 5/7/2004 ISIN: NL0000390854
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
10. Approve the remuneration policy Mgmt For *
11. Approve the Equity Plans Mgmt For *
12. Other business Other For *
13. Closure Non-
Voting
2.a Receive the report of the Board of Mgmt For *
Management
2.b Receive the report of the Stichting Mgmt For *
Administratiekantoor
2.c Approve the annual accounts for 2003 Mgmt For *
2.d Approve to make a payment out of the Mgmt For *
freely distributable part of the
shareholders equity
3.a Grant discharge to the Board of Mgmt For *
Management
3.b Grant discharge to the Supervisory Mgmt For *
Board
4. Approve the Corporate Governance Mgmt For *
5. Authorize the Board of Management to Mgmt For *
issue shares and to limit or exclude
the pre-emptive right
6. Approve the authorization to acquire Mgmt For *
certificates of shares of the
7. Appoint the Member of the Supervisory Mgmt For *
Board
8. Appoint the Auditor Mgmt For *
9. Amend the Articles of Association Mgmt For *
- -------------------------------------------------------------------------------------------------------
VNU NV, HAARLEM Agenda: 700479199
CUSIP: N93612104 Meeting Type: AGM
Ticker: Meeting Date: 4/20/2004 ISIN: NL0000389872
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 13 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non-
Voting
10.A Re-appoint Mr. P.A.F.W. Elverding as Mgmt no action
a member of the Supervisory Board
10.B Re-appoint Mr. J.L. Brentjens as a Mgmt no action
member of the Supervisory Board
11. Approve the remuneration of the Mgmt no action
Supervisory Board
12. Announcements and other business Other no action
13. Clousure Non-
Voting
2. Approve the report of the Board of Mgmt no action
Management
3.A Approve the annual accounts Mgmt no action
3.B Grant discharge to the Board of Mgmt no action
Management
3.C Grant discharge to the Supervisory Mgmt no action
Board
4.A Approve the dividend and reserve Mgmt no action
4.B Approve the dividend Mgmt no action
5. Approve the extension of the Mgmt no action
authority of the Board of Management
to acquire shares for 18 months
6.A Approve the extension of the Mgmt no action
authority of the Board of Management
to issue shares for 18 months
6.B Approve the extension of the Mgmt no action
authority of the Board of Management
to acquire shares for 18 months
6.C Approve the extension of the Mgmt no action
authority of the Board of Management
to limit or exclude the pre-emptive
right for 18 months
7. Appoint an Auditor Mgmt no action
8. Approve the Corporate governance Mgmt no action
9.A Approve the remuneration policy of Mgmt no action
the Board of Management
9.B Approve the stock option plan of Mgmt no action
Board of Management
9.C Approve the restricted stock plan of Mgmt no action
the Board of Management
- -------------------------------------------------------------------------------------------------------
WAL-MART DE MEXICO SA DE CV, MEXICO Agenda: 700454921
CUSIP: P98180105 Meeting Type: MIX
Ticker: Meeting Date: 2/25/2004 ISIN: MXP810081010
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
E.VII Approve to increase the rights of the Mgmt For *
C series shares in order to have
full voting rights and to change them
into V series shares
E.X Approve to increase the paid-in Mgmt For *
capital in its variable part through
the issue of 98,449,465 new ordinary
shares, which will be exclusively
delivered as share dividend, such
shares will be subscribed by the
shareholders and they will be paid
through the paid-in capital account
for MXN 0.44 per share of the
retained earning account of the
entity; in case there will be some
share outstanding after this event
such shares will be canceled
E.XI Amend the fifth, sixth, nineth, Mgmt For *
tenth, twelfth, sixteenth and twenty-
eighth Clauses of the By-laws
I. Receive the report of the Board of Mgmt For *
Directors Chairman
II. Receive the Auditors Committee report Mgmt For *
III. Receive the Commissioner s report Mgmt For *
IV. Receive and approve the financial Mgmt For *
statements as of 31 DEC 2003
IX. Receive and approve a dividend Mgmt For *
payment in cash against the retained
earnings account for MXN 0.44 per
share to be payable on 31 MAR 2004
V. Receive the report concerning the Mgmt For *
funds to purchase own shares
VI. Receive and approve the project to Mgmt For *
cancel 27,619,700 C series shares
VIII. Receive and approve the application Mgmt For *
of retained earnings
XII. Receive the ESOP for 2004 Mgmt For *
XIII. Receive the Wal-Mart De Mexico Mgmt For *
Foundation
XIV. Approve the activity of the Mgmt For *
Administration Board carried out
during the exercise of 2003
XV. Ratify the Members of the Board Mgmt For *
including other Officials such as the
Commissar
XVI. Approve the minutes of the meeting Mgmt For *
- -------------------------------------------------------------------------------------------------------
QANTAS AIRWAYS LTD Agenda: 700413470
CUSIP: Q77974105 Meeting Type: AGM
Ticker: Meeting Date: 10/16/2003 ISIN: AU000000QAN2
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the financial Mgmt For *
report, the Directors report and the
Independent Auditors report of
Qantas Airways Limited for the FYE 30
2. Questions and Comments on the Mgmt For *
management and audit of Qantas
3.1 Re-elect Mr. Trevor Eastwood as the Mgmt For *
Non-Executive Director of Qantas
Airways Limited, who retires in
accordance with the Constitution
3.2 Re-elect Mr. Jim Kennedy as the Non- Mgmt For *
Executive Director of Qantas Airways
Limited, who retires in accordance
with the Constitution
3.3 Re-elect Mr. Peter Gregg as the Mgmt For *
Executive Director of Qantas Airways
Limited, who retires in accordance
with the Constitution
4.1 Authorize Mr. Geoff Dixon, the Chief Mgmt For *
Executive Officer, pursuant to
Listing Rule 10.14 and under the
terms and conditions of the Qantas
Deferred Share Plan, to participate
in the Qantas Deferred Share Plan
4.2 Authorize Mr. Peter Gregg, the Chief Mgmt For *
Financial Officer, pursuant to
Listing Rule 10.14 and under the
terms and conditions of the Qantas
Deferred Share Plan, to participate
in the Qantas Deferred Share Plan
5. Amend the Constitution of Qantas Mgmt For *
Airways Limited
- -------------------------------------------------------------------------------------------------------
WOOLWORTHS LTD Agenda: 700424170
CUSIP: Q98418108 Meeting Type: AGM
Ticker: Meeting Date: 11/21/2003 ISIN: AU000000WOW2
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the financial Mgmt For *
reports of the Company and the
consolidated entity and the
declaration by the Directors and
reports of the Directors and the
Auditors thereon for the financial
period ended 29 JUN 2003
2.a Re-elect Mr. James Alexander Strong Mgmt For *
as a Director, who retires by
rotation in accordance with Article
10.3 of the Company s Constitution
2.b Re-elect Dr. Roderick Sheldon Deane Mgmt For *
as a Director, who retires by
rotation in accordance with Article
10.3 of the Company s Constitution
S.3 Approve to alter Company s Mgmt For *
Constitution by: a) inserting new
Articles 5.12 to 5.19, both
inclusive, relating to take-over
approval provisions on the same terms
as Articles 5.12 to 5.19, both
inclusive, of the Constitution which
will cease to apply from 21 NOV 2003
and; b) inserting in Article 1.1 the
new definition of notice ; c) by
capitalizing Notice where it appears
in the Constitution in relation to
any notice that may be given by the
Company to any Member Director or any
other person
- -------------------------------------------------------------------------------------------------------
SCHIBSTED ASA Agenda: 700501871
CUSIP: R75677105 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: NO0003028904
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER
Voting SIGNED POWER OF ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Elect the Chairman of the AGM Mgmt For *
10. Approve the remuneration to the Board Mgmt For *
of Directors for the period 2004-
11. Approve the Election Committees Mgmt For *
statement regarding its work in 2003-
2004
12. Approve the remuneration to the Mgmt For *
Election Committee for the period
2003-2004.
13. Elect the Election Committee for 2 Mgmt For *
years
2. Approve the notice and the agenda for Mgmt For *
the AGM
3. Elect two representatives to sign the Mgmt For *
protocol from the AGM together with
the Chairman of the AGM
4. Approve the annual accounts and the Mgmt For *
Board of Directors annual report for
Schibsted ASA and the Group, for year
2003
5. Approve of the proposed allocation of Mgmt For *
dividend for year 2003, NOK 3.00 per
share, with shares owned by
Schibsted ASA excluded
6. Approve the remuneration to the Mgmt For *
Company s Auditor, in the aggregate
of NOK 550,000
7. Approve the proposal to give the Mgmt For *
Board of Directors a renewed proxy to
buy shares in Schibsted ASA, valid
until the next AGM in Schibsted in
8. Approve the change in 3 of Company s Mgmt For *
Articles of Association
9. Elect the shareholders Board Members Mgmt For *
and the Deputies
- -------------------------------------------------------------------------------------------------------
TELENOR ASA Agenda: 700501768
CUSIP: R89923107 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: NO0010063308
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Approve the notice of the AGM Mgmt For *
2. Elect an representative to sign the Mgmt For *
minutes of the AGM, together with the
Chairman of the meeting
3. Approve the annual accounts and the Mgmt For *
annual report for the FY 2003; the
Board of Directors proposes that a
dividend of NOK1.00 per share be
paid; and the dividend is payable to
the Company s shareholders as of 06
MAY 2004
4. Approve the remuneration to the Mgmt For *
Company s Auditor
5. Approve to reduce the share capital Mgmt For *
by canceling of own shares as well as
redemption of shares owned by the
Kingdom of Norway
6.1 Authorize the Board to increase the Mgmt Against *
share capital
6.2 Approve the acquisition of own shares Mgmt For *
- -------------------------------------------------------------------------------------------------------
ANOTO GROUP AB Agenda: 700501112
CUSIP: W04975103 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: SE0000547929
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Adopt the profit and loss statement, Mgmt For *
the balance sheet, the consolidated
income statement and consolidated
balance sheet
B. Approve the Company s profit or loss Mgmt For *
in accordance with the adopted
balance sheet and no dividend be
distributed for the financial year
C. Grant discharge to the Board Members Mgmt For *
and the President
D. Approve to elect eight Board Members Mgmt For *
without Deputies
E. Approve the remuneration of Board fee Mgmt For *
amounting to SEK 1,200,000 and of
the Auditors be disbursed in
accordance with the procurement
F.1 Re-elect Mr. Christer Fahraeus as a Mgmt For *
Member of Board
F.2 Re-elect Mr. Lars Berg as a Member of Mgmt For *
Board
F.3 Re-elect Mr. Urban Janason as a Mgmt For *
Member of Board
F.4 Re-elect Mr. Nils Rydbeck as a Member Mgmt For *
of Board
F.5 Re-elect Mr. Jon Uddenfeldt as a Mgmt For *
Member of Board
F.6 Re-elect Mr. Kjeli Duveblad as a Mgmt For *
Member of Board
F.7 Re-elect Mr. David Henry as a Member Mgmt For *
of Board
F.8 Elect Ms. Martha Josefsson as a Mgmt For *
Member of Board
F.9 Re-elect Deloitte and Touche with Mgmt For *
Per-Arne Petterson as the Auditors
for a term of four years
G. Amend the second Paragraph of Article Mgmt For *
7 of the Article of Association
H. Authorize the Board to implement a Mgmt For *
new share issue of a maximum of
10,000,000 shares with provisions for
payment in kind or set-off or on
other conditions thereby enabling the
waiving of shareholders preferential
rights as to enable Company
acquisitions against full or part
payment in the form of shares;
authorization would result in a
dilution of approximately 7 to 8%
based on the total number of shares
I. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Elect the
Nomination Committee composing of
three to five Company independent
persons representing the Company s
shareholders at the AGM; approve that
one representative from minor
shareholders should be included in
the committee
J. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Authorize the
Board of Directors to elect a
Replacement Committee
K. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Authorize the
Board of Directors to elect a Audit
- -------------------------------------------------------------------------------------------------------
SECURITAS AB Agenda: 700474492
CUSIP: W7912C118 Meeting Type: AGM
Ticker: Meeting Date: 4/6/2004 ISIN: SE0000163594
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING # 126577 DUE TO THE Voting
REVISION OF THE AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
A. Approve to adopt the statement of Mgmt For *
income and the balance sheet and the
consolidated statement of income and
the consolidated balance sheet as per
31 DEC 2003
B. Approve the appropriation of the Mgmt For *
Company s profit according to the
adopted balance sheet and approve the
dividend of SEK 2.00 per share
C. Approve the record date for the Mgmt For *
dividend at 13 APR 2004
D. Grant discharge to the Board of Mgmt Against *
Directors and the Managing Director
from the liability for the FY 2003
E. Approve the establishment of the Mgmt For *
number of Board Members to 8 and the
Deputy Members of the Board of
Directors
F. Approve the establishment of fees of Mgmt For *
SEK 3,000,000 to the Board of
Directors and the accounting firm fee
on current account
G.1.1 Re-elect Mr. Thomas Berglund as a Mgmt For *
Member of the Board of Directors
G.1.2 Re-elect Mr. Annika Bolin as a Member Mgmt For *
of the Board of Directors
G.1.3 Re-elect Mr. Carl Douglas as a Member Mgmt For *
of Board of the Directors
G.1.4 Re-elect Mr. Gustaf Douglas as a Mgmt For *
Member of Board of the Directors
G.1.5 Re-elect Mr. Anders Frick as a Member Mgmt For *
of Board of the Directors
G.1.6 Re-elect Mr. Berthold Lindquist as a Mgmt For *
Member of Board of the Directors
G.1.7 Re-elect Mr. Fredrik Palmstierna as a Mgmt For *
Member of Board of the Directors
G.1.8 Re-elect Mr. Melker Schorling as a Mgmt For *
Member of Board of the Directors
G.2 Re-elect the registered public Mgmt For *
accounting firm
PricewaterhouseCoopers AB, Stockholm,
with authorized Public Accountant
Mr. Goran Tidstrom as representative
of the accounting firm, for 4 years
H.1 PLEASE NOTE THAT THIS IS A Shr For *
SHAREHOLDER PROPOSAL: Elect a
Nomination Committee consisting of
three to five Members independent of
the Company and representing the
shareholders of the Company with one
of the Members representing minor
H.2 Re-elect Mr. Gustaf Douglas and Mr. Mgmt For *
Melker Schorling as the Members of
the Nomination Committee in respect
of the AGM in 2005
- -------------------------------------------------------------------------------------------------------
TELECA AB Agenda: 700494228
CUSIP: W7966S100 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: SE0000366254
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Approve that no dividend shall be Mgmt For *
paid for the FY 2003
B. Grant discharge of the members of the Mgmt For *
Board of Directors and of the
Managing Director from liability
C. Approve to determine SEK 600,000 of Mgmt For *
fees to the Board of Directors
D. Approve to determine the number of Mgmt For *
Board Members and Deputies
E.1 Re-elect Mr. Borje Bengtsson as a Mgmt For *
Board of Director
E.2 Re-elect Mr. Konstantin Caliacmanis Mgmt For *
as a Board of Director
E.3 Re-elect Mr. Goran Larsson as a Board Mgmt For *
of Director
E.4 Re-elect Mr. Gunder Lillus as a Board Mgmt For *
of Director
E.5 Re-elect Mr. Dan Olofsson as a Board Mgmt For *
of Director
E.6 Re-elect Mr. Johan Vunderink as a Mgmt For *
Board of Director
E.7 Elect Mr. Juha Christensen as a Board Mgmt For *
of Director
F. Authorize the Board to decide on new Mgmt For *
issues of shares up to a total amount
of 3,000,000 Series B shares, in this
respect, the Board shall be entitled
to decide to waive the preferential
rights of shareholders as well as to
resolve on provisions pursuant to
Chapter 4 & 6 of the Swedish
Companies Act in kind, set- off, or
other terms, the issue price for the
new shares shall be determined on the
basis of the market price for the
shares at the time of the issue, the
purpose of the authorization is
primarily to facilitate financing of
acquisitions and secondary to
facilitate a strengthening of the
Company s financial position, if the
authorization is fully utilized, it
results in a dilution of about 4.7%
of the capital and 4.3% of the voting
G. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For *
SHAREHOLDER PROPOSAL: Appoint a
Nomination Committee
H. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For *
SHAREHOLDER PROPOSAL: Approve the
commission to the Board of Directors
to appoint a Remuneration Committee
and an Audit Committee
- -------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB Agenda: 700483186
CUSIP: W90937181 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: SE0000193120
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Approve the election of Mr. Bjorn Non-
Franzon as the Chairman Voting
A. Approve the profit and loss account, Mgmt For *
the balance sheet, the consolidated
profit and loss account and
consolidated balance sheet
B. Grant liability for the Members of Mgmt For *
the Board and the President for the
period referred to in the financial
C. Approve to allocate the Bank s profit Mgmt For *
in accordance with the adopted
balance sheet and also concerning the
record day
D. Authorize the Board to resolve on Mgmt For *
acquisition of a maximum of 40
million ordinary Class A and/or B
shares and divestment of all the Bank
s own ordinary Class A and/or B
shares with the right to deviate from
the shareholders preferential rights
and to decide on acquisition of its
own shares is motivated in order to
increase the earnings per share over
time; approve to acquire a Company or
operations, such truncation would be
facilitated if its own shares were
available to
E. Approve the acquisition of its own Mgmt For *
ordinary Class A and/or B shares for
the Bank s trading book, pursuant to
Chapter 4 Section 5 of the Securities
Operations Act (1991:981), on the
condition that own shares in the
trading book shall not at any time
exceed 2% of all shares of the Bank,
the aggregated holding of own shares
must not at any time exceed 10% of
the total number of shares of the
F. Approve the reduction in the share Mgmt For *
capital
G. Approve the bonus issue Mgmt For *
H. Approve to increase, by means of Mgmt For *
bonus issue, the Bank s share capital
by 104,008,112.25 Swedish Kronor by
means of transfer of 104,008,112.25
Swedish Kronor from the
distributable profits, where the
nominal amount of the share will
increase from SEK 4
to SEK 4.15 and amend the Section 5
of the Articles of Association
I. Elect 13 Board Members and no Deputy Mgmt For *
Members, which is an increase of one
Member
J. Elect 2 Auditors and no Deputy Mgmt For *
K. Approve the fees for the Board Mgmt For *
Members of SEK 5,600,000, to be
divided among the Members elected
by the meeting who are not
employees of the Bank and to
increase the Board by one Member
and by the establishment of an
auditing Committee; remuneration
to the
L.1 Re-elect Mr. Pirkko Alitalo as the Mgmt For *
Board Member
L.10 Re-elect Mr. Arne Martensson as the Mgmt For *
Board Member
L.11 Re-elect Mr. Anders Nyren as the Mgmt For *
Board Member
L.12 Elect Mr. Bante Rathe as the Board Mgmt For *
Member
L.13 Elect Mr. Trondheim, Norway, as the Mgmt For *
Board Member
L.14 Elect Mr. Ulrika Boethius, Stockholm, Mgmt For *
as the Board Member
L.15 Approve the declination of Mr. Lotty Mgmt For *
Bergstrom for re-election
L.2 Re-elect Mr. Tommy Bylund as the Mgmt For *
Board Member
L.3 Re-elect Mr. Fredrik Baksaas as the Mgmt For *
Board Member
L.4 Re-elect Mr. Goran Ennerfelt as the Mgmt For *
Board Member
L.5 Re-elect Mr. Lars O Gronstedt as the Mgmt For *
Board Member
L.6 Re-elect Mr. Sigrun Hjelmquist as Mgmt For *
the Board Member
L.7 Re-elect Mr. Hans Larsson as the Mgmt For *
Board Member
L.8 Re-elect Mr. Fredrik Lundberg as the Mgmt For *
Board Member
L.9 Re-elect Mr. Sverker Martin-Lof as Mgmt For *
the Board Member
M. Re-elect the registered public Mgmt For *
accounting firms KPMG Bohlins AB and
Ernst & Young AB for the period until
the end of the AGM in 2008
N. Authorize the Chairman of the Board Mgmt For *
to appoint 4 representatives for the
major shareholder of the Bank, who,
with the Chairman, form a Committee
to prepare the next elect of the
Board Members, Board Members are not
eligible to serve on the Committee
and appoint the Chairman among its
Members; the composition of the
Committee before the Board election
in 2005 be announced no later than 6
months prior to the AGM in 2005; no
fees are payable to the Committee
O. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Appoint an
Election Committee and this should
comprise 3 to 5 persons who represent
the owners of the Company and who
are independent of the Company, a
representative for the small
shareholders should be a Member of
P. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that
the Company follow Swedish Laws
SFS 1999:268 EC directive 97/5/EC
and SFS 2002:598 EC directive
2560/2001
- -------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA Agenda: 700460190
CUSIP: X6769Q104 Meeting Type: AGM
Ticker: Meeting Date: 4/2/2004 ISIN: PTPTC0AM0009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE BE ADVISED THAT THIS IS A Non-
REVISION DUE TO AN AMENDED DEADLINE Voting
DATE. IF YOU HAVE ALREADY SENT YOUR
VOTES, PLEASE DO NOT RE-SEND THIS
PROXY FORM UNLESS YOU WISH TO AMEND
YOU VOTING INSTRUCTIONS. THANK YOU.
1. Approve the annual report, balance Mgmt For *
sheet and the accounts for 2003
10. Approve to issue bonds as well as on Mgmt For *
any other securities and specifically
about the fixing of the value
under the terms of Number 3 of
Article 8, Paragraph (e) of Number
1 of Article 15 of the By-Laws
11. Approve the acquisition and Mgmt For *
alienation of bonds and other own
2. Approve the consolidated annual Mgmt For *
report, balance sheet and the
accounts for 2003
3. Approve the profit application and Mgmt For *
reserves affectation
4. Approve the general appreciation of Mgmt For *
the Company s managing and auditing
5. Approve the ratification of the Mgmt For *
cooptation of Directors
6. Approve the acquisition and Mgmt For *
alienation of own shares, including
the acquisition in connection with
the program of share buy back
7. Approve the eventual of share capital Mgmt For *
reduction and specifically the
reduction up to EUR 125.428.500, in
order to release the capital
copiously in accordance with the
program of share buy back, through
the extinguishment at least, up to
125.428.500 own shares acquired or to
be acquired, as well as connected
reserves, due to the reduction of
issuing of convertible bonds emitted
by the Company and the consequent
alteration of the By-Laws to the
deliberation of the reduction Article
4 of the Social Contract
8. Approve, under the terms of Article Mgmt For *
8, Number 4 of the By-Laws on the
parameter to be applicable in case of
an eventual issuing of
convertible bonds in shares that
could be deliberated by the Board
of Directors, as well as about the
issuing of convertible bonds in
shares already realized by the
9. Approve the cancellation of Mgmt For *
preferential right in the
subscription of an eventual
convertible bonds issuing, in what
concerns the Resolution number 8 of
this meeting that might be done by
the Board of Directors deliberation
- -------------------------------------------------------------------------------------------------------
PUSAN BANK Agenda: 700465304
CUSIP: Y0695K108 Meeting Type: AGM
Ticker: Meeting Date: 3/26/2004 ISIN: KR7005280003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement, KRW Mgmt For *
270 per 1 com share
2. Amend the Articles of Incorporation Mgmt For *
3. Elect the Directors Mgmt For *
4. Elect the Auditor s Committee Mgmt For *
5. Approve to set the Stock Option Mgmt For *
- -------------------------------------------------------------------------------------------------------
PT BANK RAKYAT INDONESIA (PERSERO) TBK Agenda: 700519498
CUSIP: Y0697U104 Meeting Type: AGM
Ticker: Meeting Date: 5/31/2004 ISIN: ID1000096001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the annual report for the Mgmt For *
year 2003
2. Approve the annual account report for Mgmt For *
the year 2003
3. Approve the 2003 profit allocation Mgmt For *
4. Appoint the public accountant for the Mgmt For *
book year 2004
5. Approve to determine the salary and Mgmt For *
remuneration for the Commissioners
and the Directors
6. Approve the duty and the Mgmt For *
responsibility for the Directors
7. Appoint the Independent Commissioners Mgmt For *
8. Approve the report of ESOP program Mgmt For *
9. Approve to write-off uncollected debt Mgmt Abstain *
- -------------------------------------------------------------------------------------------------------
BANK OF THE PHILIPPINE ISLAND BPI Agenda: 700457117
CUSIP: Y0967S169 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: PHY0967S1694
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the calling of meeting to Mgmt For *
10. Elect the External Auditors and Mgmt For *
approve to fix their remuneration
11. Approve the Directors bonus Mgmt For *
12. Other matters Other For *
2. Approve the certification of notice Mgmt For *
3. Approve the roll call of stockholders Mgmt For *
4. Approve the determination and Mgmt For *
declaration of quorum
5. Approve the minutes of the annual Mgmt For *
meeting of stockholders on 03 APR
6. Receive the annual report and approve Mgmt For *
the Bank s statement of condition as
of 31 DEC 2003 incorporated in the
annual report
7. Approve all acts during the past year Mgmt For *
of the Board of Directors, Executive
Committee and all other Board and
Management Committees and Officers of
BPI
8. Declare stock dividend Mgmt For *
9. Elect 15 Members to the Board of Mgmt For *
Directors
- -------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda: 700521479
CUSIP: Y09789127 Meeting Type: AGM
Ticker: Meeting Date: 6/9/2004 ISIN: INE036A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, consider and adopt the Mgmt For *
balance sheet as at 31 MAR 2004 and
the audited profit and loss account
for the YE on that date and the
report of the Directors and the
Auditors thereon
10. Appoint Shri K.H. Mankad as the Mgmt For *
whole-time Director, in accordance
with the provisions of the Sections
198,269,309, read with the Schedule
XII to and all other applicable
provisions, if any, of the Companies
Act, 1956 including any statutory
modification or reenactment thereof
for the time being in force, for a
period from 22 DEC 2003 to 01 OCT
2007 on the terms and conditions
including remuneration entered into
between the Company and him which
draft agreement is hereby
specifically sanctioned with the
liberty to the Board of Directors
Board, which term shall be deemed to
include any Committee of the Board
constituted to exercise its powers,
including the powers conferred by
this Resolution to alter and vary the
terms and conditions of the said
appointment and / or remuneration and
/ or agreement so as not to exceed
the limits specified in the Schedule
XIII to the Companies Act, 1956,
including any statutory modification
or re-enactment thereof, for the time
being in force or any amendments and
/ or modifications that hereafter be
made thereto by the Central
Government in that behalf from time
to time, or any amendments thereto as
agreed between the Board and him; and
authorize the Board to take all such
steps necessary, proper or
11. Approve to increase the authorized Mgmt For *
share capital, in supersection of the
Resolution passed by the Members at
the EGM held on 22 MAR 2004 and
pursuant to the provisions of the
Sections 16, 94 and all other
applicable provisions, if any, of the
Companies Act, 1956 including any
statutory modification or re-
enactment thereof for the time being
in force, of INR 350,000,00.000
divided into 25,00,00,000 equity
share of INR 10 each 5,00,00,000
redeemable cumulative Preference
Share of INR 10 each 80,00,000 equity
share of INR 10 each, with the
differential rights differential
rights as to dividend, voting or
other wise and 4,20,00,000
unclassified share of INR 10 each
hereby increased to INR 18,50,00,000
comprising 25,00,00,000 equity shares
of INR 10 each 80,00,000 equity
shares of INR 10 each with
differential rights differential
rights as to dividend, voting or
other wise and 4,20,00,000
unclassified share of INR 10 each;
with the power to the Board to
decided on the extent of variation in
such rights and to classify and re-
classify from time to time such
shares into any class of shares; by
amending the existing Clause V of the
12. Amend the Articles of Association by Mgmt For *
substituting the existing Article 3
with the new Article 3, pursuant to
the provisions of the Section 31 and
other applicable provisions, if any,
of the Companies Act 1956
13. Amend the Articles of Association by Mgmt For *
substituting the existing Article 7
with the new Article 7, pursuant to
the provisions of the Section 31 and
other applicable provisions, if any,
of the Companies Act 1956
15. Approve the variation in the terms of Mgmt For *
remuneration of Shri Anil D. Ambani
as the Chairman and the Managing
Director and Shri Satish Seth as the
Executive Vice Chairman for the
remaining period of their respective
tenure of office, effective 01 APR
2004, in partial modification of the
Resolution 7 and 8 passed by the
Members at the 74th AGM held on 09
JUN 2003 approving the appointment
and terms of remuneration of Shri
Anil D. Ambani as the Chairman and
the Managing Director and Shri Satish
Seth as the Executive Vice Chairman
and in accordance with the provisions
of the Sections 198, 269, 309, 310
and Schedule XIII and other
applicable provisions, if any, of the
Companies Act, 1956; approve that,
all other terms and conditions of
appointment of Shri Anil D. Ambani
and Shri Satish Seth, as the Members,
2. Approve the confirmation of the Mgmt For *
payment of quarterly interim
dividends and declare the final
dividend of equity shares
3. Appoint a Director in place of Shri Mgmt For *
S.C. Gupta, who retires by rotation
4. Appoint a Director in place of Shri Mgmt For *
J.P. Chalasani, who retires by
5. Appoint a Director in place of Shri Mgmt For *
K.H. Mankad, who retires by rotation
6. Appoint M/s. Haribhakti & Company, Mgmt For *
Chartered Accountants, M/s. Price
Waterhouse, Chartered Accountants and
M/s. Chaturvedi & Shah, Chartered
Accountants, as the Joint Auditors of
the Company to hold office from the
conclusion of this AGM up to the
conclusion of next AGM of the Company
upon such remuneration, in addition
to the reimbursement of traveling and
other out-of-pocket expenses
incurred incidental to their
functions, as agreed to between the
Board of Directors of the Company and
the respective Auditors and that the
Board of Directors of the Company is
authorized to fix their remuneration
7. Appoint Shri V.R. Galkar as the Mgmt For *
Director of the Company in the casual
vacancy caused by the resignation of
Shri Y.P. Gupta, pursuant to the
Section 262 of the Companies Act,
1956 and the Article 106 of the
Articles of Association of the
Company, who holds office up to this
AGM and in respect of whom the
Company has receive a notice in
writing under the Section 257 of the
Companies Act, 1956, from a Member
signifying this intention to Shri
V.R. Galkar as a candidate for the
8. Appoint Shri Gautam Doshi as the Mgmt For *
Director of the Company in the casual
vacancy caused by the resignation of
Shri P.N. Bhandari, pursuant to the
Section 262 of the Companies Act,
1956 and the Article 106 of the
Articles of Association of the
Company, who holds office up to this
AGM and in respect of whom the
Company has receive a notice in
writing under the Section 257 of the
Companies Act, 1956, from a Member
signifying this intention to Shri
Gautam Doshi as a candidate for the
9. Appoint Shri Cyril Shroff as the Mgmt For *
Director of the Company in the casual
vacancy caused by the resignation of
Shri S. Rajgopal, pursuant to the
Section 262 of the Companies Act,
1956 and the Article 106 of the
Articles of Association of the
Company, who holds office up to this
AGM and in respect of whom the
Company has receive a notice in
writing under the Section 257 of the
Companies Act, 1956, from a Member
signifying this intention to Shri
Cyril Shroff as a candidate for the
S.14 Authorize the Board of Directors of Mgmt For *
the Company, in accordance with the
provisions of the Sections 80, 81 and
all other applicable provisions, if
any, of the Companies Act, 1956
including any statutory modification
or re-enhancement thereof, for the
time being in force, and enabling
provisions in the Memorandum and
Articles of Association of the
Company and the listing Agreements
entered into by the Company with the
stock exchange where the share of the
Company are listed and subject to any
approval, consent, permission and /
or sanction of the Central
Government, Reserve bank of India and
any other appropriate authorities,
institutions or bodies the
appropriate authorities and subject
to the conditions and modifications
as prescribed or imposed by any of
them while granting such approvals,
consents, permissions and / or
sanctions, which may be agreed to, to
exercising the powers contended by
the Board in that behalf, the consent
and approve to Board, to create,
offer, issue and allot, from time to
time in one or more tranches,
Preference Shares of the face value
of INR 10 each subject to an
aggregate face value not exceeding
INR 1500 crore at such price or
prices either at par or at premium
and on such terms as to dividend and
/ or redemptions premium, Preferences
Shares as the Board at its sole
discretion may at any time or time
hereafter decide, to the Members,
Bodies Corporate, Employees, Indian
Financial Institutions, Banks, Mutual
Funds, Non-Resident Indians, Overseas
Corporate Bodies, Foreign
Institutional Investors, Trusts,
individuals and any other person
where the Member of the Company or
not, through public issue, rights
issue, private placement, exchange of
shares, conversion of loans or
otherwise, by any one or more or a
combination of the above modes/
methods or otherwise, at such price
or prices and at such premium and
premia, as the Board or Committee
thereof may in its absolute
discretion think fit, whether in
consultation or otherwise with the
lead managers, underwriters, advisors
and such other persons, and on such
terms and conditions as to redemption
period, dividend, redemption premium,
manner of redemption and fixing of
the record date or book closure and
related or incidental matters and all
such other terms as are provided in
the offerings; authorize the Board of
Committee, on or before redemption of
the Preference Shares issued pursuant
to this resolution, to issue fresh
shares up to nominal amount of the
shares redeemed or about to be
redeemed as if those share had never
been issued to the persons and in a
manner and on term referred to
hereinabove; the Preference Shares to
be issued or re-issued as are not
subscribed may be disposed of by the
Board or Committee thereof in favor
of and to such persons and in such
manner and so such term as the Board
of Committee in its absolute
discretion may think to be in the
interest of and beneficial to the
Company including offering or placing
them with the Members, Bodies
Corporate, Employees, Indian
Financial Institutions, Banks, Mutual
Funds, Non-Resident Indians, Overseas
Corporate Bodies, Foreign
Institutional Investors, Trusts,
individuals and any other person
where the Member of the Company or
not or otherwise as the Board or
Committee thereof may in its absolute
discretion decide; authorize the
Board or Committee to do all such
acts, deeds, matters and things, as
it may in its absolute discretion
deem necessary, proper or desirable
and to settle any question,
difficulty or doubt that may arise in
regard to the offer/issue, allotment,
utilization of the proceeds and
redemption of the issue of the
Preference Share and further to
finalize and execute all documents
and writings as may be necessary or
desirable as the Board or Committee
may deem it without being required to
seek any further consent or approvals
of the Members or otherwise, to the
end and intent that the Members shall
be deemed to have given their
approval thereto expressly by the
authority and
delegate all or any of the powers
herein conferred to any Committee of
the Directors or the Chairman and
Managing Director or any one or more
- -------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda: 700509548
CUSIP: Y09789127 Meeting Type: OTH
Ticker: Meeting Date: 5/20/2004 ISIN: INE036A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A POSTAL Non-
MEETING ANNOUNCEMENT. A PHYSICAL Voting
MEETING IS NOT BEING HELD FOR THIS
COMPANY. THEREFORE, MEETING
ATTENDANCE REQUESTS ARE NOT VALID FOR
THIS MEETING. IF YOU WISH TO VOTE,
YOU MUST RETURN YOUR INSTRUCTIONS BY
THE INDICATED CUTOFF DATE. THANK
S.1 Authorize the Board, pursuant to Mgmt For *
Section 81(1A) and all other
applicable provisions of the
Companies Act, 1956 including any
statutory modification or re-
enactment and enabling provisions of
the Memorandum and Articles of
Association of the Company and the
Listing Agreements entered into by
the Company with the Stock Exchanges
where the securities of the Company
are listed and subject to any
guidelines regulations approval
consent permission or sanction of the
Central Government Reserve Bank of
India and any other appropriate
authorities institutions or Bodies
the appropriate authorities and
subject to such conditions as may be
prescribed by any One of them while
granting any such approval, consent,
permission, and/or sanction
hereinafter referred to as the
requisite approval agreed to by the
Board of Directors of the Company
Board which term shall be deemed to
include any Committee which the Board
may have constituted or hereinafter
constitute, to issue offer and allot
in international offerings any
securities including Global
Depositary Receipts and/or American
Depositary Receipts convertible into
equity shares preference shares
whether Cumulative or Non Cumulative
/ Redeemable/Convertible at the
option of the Company and/or at the
option of the holders of the security
and/or securities linked to equity
shares/preference shares and/or any
instrument or securities representing
convertible securities such as
convertible debentures, bonds or
warrants convertible into equity
shares / preference shares Securities
to be subscribed by foreign
investors/institutions and/or
Corporate bodies, Mutual funds,
banks, Insurance Companies, Trusts
and/individuals or otherwise whether
or not such
persons/entities/investors are
Members of the Company whether In
Indian currency or foreign currency;
such issue and allotment shall be
made at such time or times in one or
more tranche or tranches, at par or
at such price or prices, and on such
terms and conditions including with
the differential rights as to
dividend, voting or otherwise and in
such manner as the Board may, in its
absolute discretion think fit, in
consultation with the Lead Managers,
Underwriters, Advisors, provided that
the issue of Securities as above
shall not result in increase of the
issued and subscribed equity share
capital of the Company by more than
1,00,00,000 equity shares of the face
value of INR 10 each; approve that
the issue of securities may have all
or any terms or combination of terms
including as to conditions in
relation to payment of interest
additional interest premia on
redemption prepayment and any other
debt service payments whatsoever and
all such matters as are provided in
Securities offering of this nature
including terms for issue of such
Securities or variation of the
conversion price of the Security
during the tenure of the Securities
and the Company is also entitled to
enter into and execute all such
arrangements as the case may be with
any Lead Managers, Managers,
Underwriters, Bankers, Financial
Institutions, Solicitors Advisors,
Guarantors, Depositories, Custodians
and other intermediaries in such
offerings of Securities and approve
to remunerate all such agencies
including the payment of commissions,
brokerage, fees or payment of their
remuneration for their- services or
the like, and also to seek the
listing of such Securities on one or
more Stock Exchanges including
international Stock Exchanges,
wherever permissible; and approve
that the Company may enter into any
arrangement with any agency or body
authorized by the Company for the
issue of Securities, in registered or
bearer form with such features and
attributes as are prevalent in
capital markets for instruments of
this nature and to provide for the
tradability or free transferability
thereof as per the international
practice and regulations, and under
the forms and practices prevalent in
securities markets; and approve that
the Securities issued in foreign
markets shall be deemed to have been
made abroad and/or in the market and
for at the place of issue of the
Securities in the international
market and may be governed by
applicable laws; and authorize the
Board or any Committee thereof to
issue and allot such number of shares
as may be required to be issued and
allotted upon conversion of any
Securities referred to in point (a)
above or as may be necessary in
accordance with the terms of the
offering, all such shares being pari
passu with the then existing shares
of the Company in all respects;
approve that such of these Securities
to be issued as are not subscribed
may be disposed of by the Board to
such persons and in such manner and
on such terms as the Board in its
absolute discretion thinks fit in the
best interest of the Company and as
is permissible at law; authorize the
Board, for the purpose of giving
effect to any issue or allotment of
Securities or instruments
representing the same, to do all such
acts, deeds, matters and things as it
may at its discretion deem necessary
or desirable for such purpose,
including without limitation the
entering Into of underwriting,
marketing and depository arrangement
and institution/trustees/agents and
similar agreements and to remunerate
the Managers, underwriters and all
other agencies/intermediaries by way
of commission, brokerage, fees and
the like as may be involved or
connected in such offerings of
securities, with power on behalf of
the Company to settle any questions,
difficulties or doubts that may arise
in regard to any such issue or
allotment as it may in its absolute
discretion deem fit; and authorize
the Board to settle all questions,
difficulties or doubts that may arise
in regard to the issue offer or
allotment of Securities and
utilization of the issue proceeds
including but without limitation to
the creation of such mortgage/charges
under Section 293(l)(a) of the said
Act in respect of the aforesaid
Securities either on pari passu basis
or otherwise or in the borrowing of
loans as it may in Its absolute
discretion deem fit without being
required to seek any further consent
or approval of the Members or
otherwise to the end and intent that
the Members shall be deemed to have
given their approval thereto
expressly by the authority of this
resolution; and authorize the Board
to delegate all or any of the powers
herein conferred to any Committee of
Directors or the Chairman and
Managing Director or any Whole-time
- -------------------------------------------------------------------------------------------------------
RELIANCE ENERGY LTD Agenda: 700463588
CUSIP: Y09789127 Meeting Type: SGM
Ticker: Meeting Date: 3/27/2004 ISIN: INE036A01016
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is a postal Non-
meeting announcement. A physical Voting
meeting is not being held for this
company. Therefore, meeting
attendance requests are not valid for
this meeting. If you wish to vote,
you must return your instructions by
the indicated cutoff date. Thank
S.1 Authorize the Board of Directors Mgmt For *
Board, pursuant to the provisions of
Section 81(1A), 86(a)(ii) read with
the Companies (Issue of Share Capital
with Differential Voting Rights)
Rules, 2001 and other applicable
provisions, if any, of the Companies
Act, 1956 including any statutory
modification or re-enactment thereof
for the time being in force Act, the
enabling provisions in the Articles
of Association of the Company, and
all other applicable Acts, rules and
regulations, if any, and subject to
any approvals, consents, permissions
or sanctions of the Government of
India GoI, Securities and Exchange
Board of India SEBI, and/or any
other appropriate and/or concerned
authorities as may be necessary and
subject also to such terms,
conditions and modifications as may
be prescribed in granting such
approvals, consent, permission or
sanction and which may be agreed to
by the Board, to create, offer, issue
and allot, from time to time in one
or more tranches, equity shares with
differential rights as to voting,
dividend or otherwise, to domestic /
foreign institutions, institutional
investors, banks, mutual funds,
Companies, bodies corporate and/or
other entities, whether or not such
investors are members of the Company,
on a private placement basis through
offer letter or circular and/or
information memorandum or such other
documents/writings, in such a manner
and on such terms and conditions as
may be determined by them, the price
of equity shares with differential
rights so issued not being less than
INR 640 including a premium of INR
630 per equity share with
differential rights of INR 10 each
and the aggregate amount of such
shares not exceeding INR 500 crores;
approve that the equity shares with
differential rights issued as above
shall carry 0% voting rights and
shall entitle the holder(s) thereof
to dividend at a rate that is 5 %
higher than the rate of dividend
declared on the ordinary equity
shares of the Company, from time to
time and that the holder(s) thereof
will be entitled to bonus and/or
rights shares of the same class of
shares as and when issued; authorize
the Board to take all actions and do
all such deeds, matters and things as
it may deem necessary, desirable or
expedient to effect to any offer,
issue, allotment of the aforesaid
shares with differential rights,
including their listing with the
stock exchange(s) as may be
appropriate, and to resolve and
settle all questions and difficulties
that may arise in the proposed offer,
issue and allotment of any of the
aforesaid shares and to do all acts,
deeds and things in connection
therewith and incidental thereto; and
authorize the Board to delegate all
or any of the powers herein conferred
to any Committee of Directors, or the
Chairman & Managing Director or any
one or more whole-time Directors or
officers of the Company to give
S.2 Authorize the Board, pursuant to the Mgmt For *
provisions of Section 372A and other
applicable provisions, if any, of the
Act and subject to such approvals,
consents, sanctions and permissions
of appropriate authorities, and/or
any departments or bodies, to make
loans, and/or give any guarantees,
provide any securities in connection
with loans made to and/or acquire by
way of subscription, purchase or
otherwise, the securities of BSES
Infrastructure Limited, up to a limit
not exceeding 100% of aggregate
existing paid-up share capital and
free reserves of the Company,
notwithstanding that the aggregate of
the loans, guarantees or securities
so far given or to be given to and/or
securities so far acquired or to be
acquired in all bodies corporate may
exceed the limits prescribed under
the said section; and authorize the
Board to take steps deemed necessary
for obtaining approvals, statutory,
contractual or otherwise, in relation
to the above and to settle all
matters arising out of and incidental
thereto, and to sign and execute all
deeds, applications, documents and
writings that may be required, on
behalf of the Company and also to
delegate all or any of the above
powers to the Committee of Directors
or the Managing Director or the
Principal Officer of the Company and
generally to do all acts, deeds and
things proper, expedient or
incidental for the purpose of giving
S.3 Authorize the Board, pursuant to the Mgmt For *
provisions of Section 372A and other
applicable provisions, if any, of the
Act and subject to such approvals,
consents, sanctions and permissions
of appropriate authorities, and/or
any departments or bodies, to make
loans, and/or give any guarantees,
provide any securities in connection
with loans made to and/or acquire by
way of subscription, purchase or
otherwise the securities of BSES
Ventures Private Limited, up to a
limit not exceeding 100% of aggregate
existing paid-up share capital and
free reserves of the Company,
notwithstanding that the aggregate of
the loans, guarantees or securities
so far given or to be given to and/or
securities so far acquired or to be
acquired in all bodies corporate may
exceed the limits prescribed under
the said section; and authorize the
Board to take such steps as deemed
necessary for obtaining approvals,
statutory, contractual or otherwise,
in relation to the above and to
settle all matters arising out of and
incidental thereto, and to sign and
execute all deeds, applications,
documents and writings that may be
required, on behalf of the Company
and also to delegate all or any of
the above powers to the Committee of
Directors or the Managing Director or
the Principal Officer of the Company
and generally to do all acts, deeds
and things proper, expedient or
incidental for the purpose of giving
effect to the aforesaid resolution
- -------------------------------------------------------------------------------------------------------
CHINA UNICOM LTD Agenda: 700482475
CUSIP: Y15125100 Meeting Type: AGM
Ticker: Meeting Date: 5/12/2004 ISIN: HK0762009410
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the financial Mgmt For *
statements and the reports of the
Directors and of the Auditors for the
YE 31 DEC 2003
2. Declare a final dividend for the YE Mgmt For *
31 DEC 2003
3. Elect and re-elect the Directors and Mgmt For *
authorize the Directors to fix their
remuneration for the YE 31 DEC 2004
4. Re-appoint the Auditors and authorize Mgmt For *
the Directors to fix their fees for
the YE 31 DEC 2004
6. Authorize the Directors to purchase Mgmt For *
shares of HKD 0.10 each in the
capital of the Company including any
form of depositary receipts
representing the right to receive
such shares on The Stock Exchange of
Hong Kong Limited Stock Exchange or
any other stock exchange recognized
by the Securities and Futures
Commission of Hong Kong and the Stock
Exchange in accordance with all
applicable laws including the Hong
Kong Code on share repurchases and
the rules governing the listing of
securities on the Stock Exchange as
amended during the relevant period,
not exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing of this resolution; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the
7. Authorize the Directors to allot, Mgmt Against *
issue and deal with additional shares
and make or grant offers, agreements
and options during and after the
relevant period, not exceeding the
aggregate of a) 20% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing of this resolution; plus b)
the aggregate nominal amount of share
capital of the Company repurchased up
to 10% of the aggregate nominal
amount of the issued share capital as
at the date of passing of this
resolution, otherwise than pursuant
to i) a rights issue; ii) the
exercise of options granted under any
share option scheme adopted by the
Company; or iii) any scrip dividend
or similar arrangement; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM is to be held by
8. Authorize the Directors to exercise Mgmt For *
the powers of the Company referred to
in Resolution 7 in respect of the
share capital of the Company referred
to in sub-point (b) of such
S.5 Amend Articles 2(a); 69(a); 69(b); Mgmt For *
70; 78; 81; 97; 100; 105(g); 106;
108; 143 and 144; 148 and 149; 151;
and 153 of the Articles of
Association of the Company
- -------------------------------------------------------------------------------------------------------
CHINA UNICOM LTD Agenda: 700438561
CUSIP: Y15125100 Meeting Type: EGM
Ticker: Meeting Date: 12/22/2003 ISIN: HK0762009410
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Sale and Purchase Mgmt For *
Agreement dated 20 NOV 2003
Acquisition Agreement between China
Unicom (BVI) Limited and the Company
China Unicom Limited pursuant to
which Unicom BVI has agreed to sell
the entire issued share capital of
Unicom New World (BVI) Limited for
HKD 3,014,886,000 and authorize the
Directors to do acts and things
deemed necessary to give effect to
the Acquisition Agreement
2. Approve the connected transactions Mgmt For *
prospective cellular connected
transactions which the Company
expects to concur on a regular and
continuous basis in the usual course
of business of the Company, its
subsidiaries and the target Company
and authorize the Directors to do
acts and things deemed necessary to
give effect to the prospective
cellular connected transactions
3. Approve the Sale and Purchase Mgmt For *
Agreement dated 20 NOV 2003 Sale
Agreement between China United
Telecomunnications Corporation
Limited and the China Unicom
Corporation Limited pursuant to which
China Unicom Corporation Limited has
agreed to sell the entire issued
share capital of Guoxin Paging
Corporation Limited for HKD
2,590,917,656 and authorize the
Directors to do acts and things
deemed necessary to give effect to
4. Approve the connected transactions Mgmt For *
prospective guoxin connected
transactions which the Company
expects to concur on a regular and
continuous basis in the usual course
of business of the Company, its
subsidiaries and the target Company
and authorize the Directors to do
acts and things deemed necessary to
give effect to the prospective guoxin
connected transactions
- -------------------------------------------------------------------------------------------------------
FLEXTRONICS INTERNATIONAL LTD. Agenda: 932042043
CUSIP: Y2573F102 Meeting Type: Annual
Ticker: FLEX Meeting Date: 9/30/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RE-ELECTION OF RICHARD L. SHARP AS A Mgmt For For
DIRECTOR OF THE COMPANY.
03 RE-APPOINTMENT OF PATRICK FOLEY AS A Mgmt For For
DIRECTOR OF THE COMPANY.
04 TO APPOINT DELOITTE & TOUCHE LLP AS Mgmt For For
INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
MARCH 31, 2004.
05 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S 1997 EMPLOYEE SHARE
06 TO APPROVE THE AUTHORIZATION FOR THE Mgmt Against Against
DIRECTORS OF THE COMPANY TO ALLOT AND
ISSUE ORDINARY SHARES.
07 TO APPROVE THE AUTHORIZATION FOR THE Mgmt For For
COMPANY TO PROVIDE CASH COMPENSATION
TO ITS DIRECTORS.
08 TO APPROVE THE AUTHORIZATION OF THE Mgmt For For
PROPOSED RENEWAL OF THE SHARE MANDATE
RELATING TO ACQUISITIONS BY THE
COMPANY OF ITS OWN ISSUED ORDINARY
SHARES.
2A RE-ELECTION OF JAMES A. DAVIDSON AS A Mgmt For For
DIRECTOR OF THE COMPANY.
2B RE-ELECTION OF LIP-BU TAN AS A Mgmt For For
DIRECTOR OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------
H D F C BANK LTD Agenda: 700513155
CUSIP: Y3119P117 Meeting Type: AGM
Ticker: Meeting Date: 5/26/2004 ISIN: INE040A01018
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve and adopt the audited balance Mgmt For *
sheet as at 31 MAR 2004 and the
profit and loss account for the YE on
that date and the reports of the
Directors and Auditors
11. Approve that in supersession of the Mgmt For *
resolution passed by the Bank under
section 293 (1) (d) of the Companies
Act, 1956 in the EGM of the members
held on 14 SEP 1994, thereby limiting
the borrowing powers of the Board of
Directors of the Bank up to Rs. l,000
crores Rupees One Thousand Crores,
the Board of Directors of the Bank be
and is hereby authorized to borrow,
for the purpose of business of the
Bank, such sum or sums of monies as
they may deem necessary,
notwithstanding the fact that the
monies borrowed and the monies to be
borrowed from time to time apart from
acceptances of deposits of money from
public repayable on demand or
otherwise and withdrawable by cheque,
draft, order or otherwise and/or
temporary loans obtained in the
ordinary course of business from
banks, whether in India or outside
India will exceed the aggregate of
the paid up capital of the Bank and
its free reserves i.e, to say
reserves not set apart for any
specific purpose, provided that the
total outstanding amount of such
borrowings shall not exceed Rs. 5,000
crores Rupees Five Thousand Crores
over and above the aggregate of the
paid up capital of the Bank and its
free reserves at any time
2. Declare a dividend Mgmt For *
3. Re-appoint Dr V. R. Gadwal as a Mgmt For *
Director who retires by rotation
4. Re-appoint Mrs. Renu Kamed as a Mgmt For *
Director who retires by rotation
5. Re-appoint M/s. P. C. Hansotia & Co., Mgmt For *
Chartered Accountants, as the
Auditors of the Bank to hold the
office from the conclusion of this
meeting until the conclusion of the
next AGM by the Audit and Compliance
Committee of the Board in the best of
interest of the Bank for the purpose
of audit of the Bank s accounts at
its head office, regional and the
branch offices
6. Appoint Mr. Bobby Parikh as a Mgmt For *
Director of the Bank who retires by
7. Appoint Mr. Ranjan Kapur as a Mgmt For *
Director of the Bank who retires by
S.10 Approve, pursuant to the applicable Mgmt For *
provisions of the Securities and
Exchange Board of India Delisting of
Securities Guidelines, 2003
hereinafter referred to as the
Delisting Guidelines and subject to
the provisions of the Companies Act,
1955, Including any statutory
modification(s) or re-enactment
thereof for the time being in force
Securities Contracts Regulation Act,
1956 arid the Rules framed
thereunder, Listing Agreement and all
other applicable rules, regulations
and guidelines and subject to the
approvals, consents, permissions or
sanctions of the Securities and
Exchange Board of India, Stock
Exchanges where the shares of the
Bank are listed and any other
appropriate authorities, Institutions
or regulators as may be necessary and
subject to such conditions and
modifications, if any, as may be
prescribed or imposed by any such
authorities while granting such
approvals, permissions and sanctions,
which may be agreed to by the Board
of Directors of the Bank hereinafter
referred to as Board which term shall
be deemed to include any Committee
there of for the time being
exercising the powers conferred on
the Board by this Resolution, the
consent of the Bank be and is hereby
accorded to the Board to delist the
equity shares of the Bank from The
Stock Exchange, Ahmedabad ASE at such
time as the Board may decide; and
authorize the Board or any Committee
to do all such acts, deeds, matters
and things as it may, in its abso1ute
discretion, deem necessary for such
purpose and with power on behalf of
the Bank to settle any questions,
difficulties or doubts that may arise
in this regard without requiring the
Board to secure any further consent
or approval of the
S.8 Re-appoint Mr. Jagdish Capoor as a Mgmt For *
part-time Chairman of the Bank
pursuant to the applicable provisions
of the Companies Act, 1956, Section
35-B and other applicable provisions,
for the period of three 3 years with
effect from 06 JUL 2004 and the
revision in the existing remuneration
and perquisites; and approve that
with effect from the date of re-
appointment, Mr. Jagdish Capoor be
also retained to render extra
services of non-executive nature in
areas like internal audit,
inspection, vigilance, compliance,
etc; and in case of absence or
inadequacy of profit in any FY the
aforesaid remuneration shall be paid
to Mr. Jagdish Capoor as minimum
remuneration; and the services of Mr.
Capoor are terminated by the Bank
without any default/ breech on the
part of Mr. Capoor he shall be
entitled to receive as a termination
allowance an amount equal to the
salary that he would have otherwise
received for the remainder of his
tenure, had the said services not
been terminated; and authorize the
Board to do all such acts, deeds and
things and to execute any agreements,
S.9 Re-appoint Mr. Aditya Puri as a Mgmt For *
Managing Director of the Bank
pursuant to the applicable provisions
of the Companies Act, 1956, Section
35-B and other applicable provisions,
for the period from 30 SEP 2005 to 31
MAR 2007 and the revision in the
existing remuneration and
perquisites; and in case of absence
or inadequacy of profit in any FY the
aforesaid remuneration shall be paid
to Mr. Puri as minimum remuneration;
and if the services of Mr. Puri are
terminated by the Bank without any
default/breach on the part of Mr.
Puri he shall be entitled to receive
as a termination allowance an amount
equal to the salary perquisites and
benefits that he would have otherwise
received for the remainder of his
tenure, had the said services not
been terminated; and authorize the
Board to do all such acts, deeds and
things and to execute any agreements,
documents or instructions as may be
- -------------------------------------------------------------------------------------------------------
HONG KONG & CHINA GAS CO LTD Agenda: 700492375
CUSIP: Y33370100 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: HK0003000038
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the statement of Mgmt For *
accounts for the YE 31 DEC 2003 and
the reports of the Directors and the
Auditors thereon
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors Mgmt For *
4. Re-appoint PricewaterhouseCoopers as Mgmt For *
the Auditors of the Company and
authorize the Directors to fix their
remuneration
5. Approve the Director s fee of HKD Mgmt For *
130,000 per annum and the Chairman s
fee of an additional HKD 130,000 per
annum
6.1 Authorize the Directors to purchase Mgmt For *
shares in the capital of the Company
during the relevant period, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital; 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 or in
accordance with the Articles of
Association of the Company
6.2 Authorize the Directors of the Mgmt Against *
Company to allot, issue and deal with
additional shares in the capital of
the Company and make or grant offers,
agreements, options and warrants
during and after the relevant period,
not exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company otherwise than
pursuant to a rights issue;
Authority expires the earlier of
the conclusion of the next AGM of
the Company or the expiration of
the period within which the next
AGM is to be held by law or in
accordance with the Articles of
Association of
6.3 Approve, conditional upon the passing Mgmt For *
of Resolutions 6.1 and 6.2, to
extend the general mandate granted to
the Directors to allot, issue and
deal with the shares pursuant to
Resolution 6.2, by an amount
representing the aggregate nominal
amount of the share capital
repurchased pursuant to Resolution
6.1, 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
S.6.4 Amend the Articles of Association of Mgmt For *
the Company by: amending Article 69,
adding a New Article 79A after
Article 79, amending Articles 81, 93,
105(G), 105(H), 105(I) and 105(K)
- -------------------------------------------------------------------------------------------------------
KANGWON LAND INC Agenda: 700466471
CUSIP: Y4581L105 Meeting Type: AGM
Ticker: Meeting Date: 3/30/2004 ISIN: KR7035250000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A REVISION Non-
DUE TO THE REVISED WORDING OF Voting
RESOLUTION NO. 2. PLEASE ALSO NOTE
THE NEW CUTOFF 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.
1. Approve the financial statement / KRW Mgmt no action
320 per 1 common share
2. Approve the dismissal of Mr. Chang- Mgmt no action
Suk Han and Mr. Jeong-Ryang Kim as
Directors
3. Elect the Auditors Mgmt no action
4. Approve the remuneration limit for Mgmt no action
the Directors
5. Approve the remuneration limit for Mgmt no action
the Auditors
- -------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda: 700455288
CUSIP: Y4822W100 Meeting Type: AGM
Ticker: Meeting Date: 3/23/2004 ISIN: KR7060000007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement Mgmt no action
2. Amend the Articles of Incorporation Mgmt no action
3. Appoint the Directors Mgmt no action
4. Appoint the candidate for Audit Mgmt no action
Committee
5. Approve the endowment of stock option Mgmt no action
- -------------------------------------------------------------------------------------------------------
LG ELECTRONICS INC Agenda: 700458309
CUSIP: Y5275H177 Meeting Type: AGM
Ticker: Meeting Date: 3/12/2004 ISIN: KR7066570003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
expected cash dividend: KRW 1,250 per
1 ordinary share, KRW 1,300 per 1
preferred share
2. Approve the partial amendment to Mgmt Abstain *
Articles of Incorporation
3. Elect new outside Directors Mgmt For *
4. Elect new Audit Committee Members Mgmt For *
5. Approve the decision of limit of Mgmt Abstain *
remuneration for Directors
6. Approve the severance payment for Mgmt Abstain *
Directors
- -------------------------------------------------------------------------------------------------------
LG CARD CO LTD Agenda: 700464477
CUSIP: Y5275T106 Meeting Type: AGM
Ticker: Meeting Date: 3/23/2004 ISIN: KR7032710006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt no action
2. Approve the limit of remuneration for Mgmt no action
the Directors
- -------------------------------------------------------------------------------------------------------
LG CARD CO LTD Agenda: 700430135
CUSIP: Y5275T106 Meeting Type: EGM
Ticker: Meeting Date: 12/16/2003 ISIN: KR7032710006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the amendments to the Mgmt For *
Articles of Incorporation
- -------------------------------------------------------------------------------------------------------
MALAYAN BANKING BHD MAYBANK Agenda: 700414181
CUSIP: Y54671105 Meeting Type: AGM
Ticker: Meeting Date: 10/11/2003 ISIN: MYL1155OO000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the reports of the Directors Mgmt For *
and the Auditors and the audited
financial statements for the FYE 30
JUN 2003
2. Declare a final dividend of 17 sen Mgmt For *
per share less 28% income tax for the
FYE 30 JUN 2003
3. Re-elect Mr. Datuk Amirsham A. Aziz Mgmt For *
as a Director, who retires in
accordance with Articles 96 and 97 of
the Articles of Association of
4. Re-elect Mr. Mohammad bin Abdullah as Mgmt For *
a Director, who retires in
accordance with Articles 96 and 97 of
the Articles of Association of
5. Re-elect Mr. Dato Richard Ho Ung Hun Mgmt For *
as a Director of the Company until
the next AGM, who retires in
accordance with Section 129 of the
Companies Act 1965
6. Re-elect Mr. Raja Tan Sri Muhammad Mgmt For *
Alias bin Raja Muhd. Ali as a
Director of the Company until the
next AGM, who retires in
accordance with Section 129 of the
Companies Act
7. Approve the Directors fees of MYR Mgmt For *
757,000 in respect of the FYE 30 JUN
2003
8. Re-appoint Messrs. Ernst & Young as Mgmt For *
the Auditors of Maybank until the
conclusion of the next AGM in 2004
and authorize the Board to fix their
remuneration
9. Authorize the Directors, pursuant to Mgmt Against *
Section 132D of the Companies Act
1965 and subject to the approval by
the regulatory authorities, to issue
shares in the Company of up to 10% of
the issued share capital of the
Company; Authority expires at the
conclusion of the next AGM
- -------------------------------------------------------------------------------------------------------
MAXIS COMMUNICATIONS BHD Agenda: 700520679
CUSIP: Y5903J108 Meeting Type: AGM
Ticker: Meeting Date: 6/7/2004 ISIN: MYL5051OO007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the Directors report and the Non-
financial statements for the FYE 31 Voting
DEC 2003 and the Auditors report
thereon
1. Declare a final gross dividend of Mgmt For *
13.89 SEN per ordinary share less
Malaysian income tax at 28% for the
FYE 31 DEC 2003
2. Re-elect Mr. Encik Tan Poh Ching as a Mgmt For *
Director, who retires by rotation
pursuant to Article 114 of the
Company s Articles of Association
3. Re-elect Mr. Y. Bhg. Datuk Megat Mgmt For *
Zaharuddin Bin Megat Mohd. Nor as a
Director, who retires pursuant to
Article 121 of the Company s Articles
of Association
4. Re-appoint PricewaterhouseCoopers as Mgmt For *
the Auditors of the Company and
authorize the Directors to fix their
remuneration
5. Authorize the Directors, pursuant to Mgmt For *
Section 132 of the Companies Act,
1965 Act to issue shares in the
Company at any time until the
conclusion of the next AGM upon
specified terms and conditions and
for such purposes as the Directors
may, in their absolute discretion,
deem fit provided that the aggregate
a number of shares to be issued does
not exceed 10% of the issued share
capital of the Company
S.6 Amend Articles of Association of the Mgmt For *
Company: the existing Article 170 be
deleted with a new Article 170
- -------------------------------------------------------------------------------------------------------
MAXIS COMMUNICATIONS BHD Agenda: 700525415
CUSIP: Y5903J108 Meeting Type: EGM
Ticker: Meeting Date: 6/7/2004 ISIN: MYL5051OO007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Authorize the Company and its Mgmt For *
subsidiaries, pursuant to Paragraph
10.09 of Bursa Malaysia Listing
Requirements, to enter into recurrent
related party transactions of a
revenue or trading nature with MEASAT
Broadcast Network Systems Sdn Bhd and
Multimedia Interactive Technologies
Sdn Bhd, provided that such
transactions are necessary for the
day-to-day operations of the Company
and its subsidiaries and are carried
out in the ordinary course of
business on normal commercial terms
and on terms which are not more
favorable to the parties with which
such recurrent transactions are to be
entered into than those generally
available to the public and are not
detrimental to the minority
shareholders of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM
required to be held pursuant to
Section 143(1) of the Companies Act,
1965 but shall not extend to such
extension as allowed pursuant to
Section 143(2) of the Companies Act,
1965; and authorize the Director of
the Company to complete and do all
such acts and things including
executing all such documents as
required as they may consider
expedient or necessary to give effect
2. Authorize the Company and its Mgmt For *
subsidiaries, pursuant to Paragraph
10.09 of Bursa Malaysia Listing
Requirements, to enter into recurrent
related party transactions of a
revenue or trading nature with i) SRG
Asia Pacific Sdn Bhd; and ii) UT
Projects Sdn Bhd, provided that such
transactions are necessary for the
day-to-day operations of the Company
and its subsidiaries and are carried
out in the ordinary course of
business on normal commercial terms
and on terms which are not more
favorable to the parties with which
such recurrent transactions are to be
entered into than those generally
available to the public and are not
detrimental to the minority
shareholders of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
required to be held pursuant to
Section 143(1) of the Companies Act,
1965 but shall not extend to such
extension as may be allowed pursuant
to Section 143(2) of the Companies
Act 1965 ; and authorize the Director
of the Company to complete and do all
such acts and things including
executing all such documents as
required as they consider expedient
or necessary to give effect to this
3. Authorize the Company and its Mgmt For *
subsidiaries, pursuant to Paragraph
10.09 of Bursa Malaysia Listing
Requirements, to enter into recurrent
related party transactions of a
revenue or trading nature with
Binariang Satellite Systems Sdn Bhd,
provided that such transactions are
necessary for the day-to-day
operations of the Company and its
subsidiaries and are carried out in
the ordinary course of business on
normal commercial terms and on terms
which are not more favorable to
Binariang Satellite Systems Sdn Bhd
than those generally available to the
public and are not detrimental to the
minority shareholders of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
required to be held pursuant to
Section 143(1) of the Companies Act,
1965 but shall not extend to such
extension as allowed pursuant to
Section 143(2) of the Companies Act,
1965 ; and authorize the Director of
the Company to complete and do all
such acts and things including
executing all such documents as
required as they consider expedient
or necessary to give effect to this
resolution
4. Authorize the Company and its Mgmt For *
subsidiaries, pursuant to Paragraph
10.09 of Bursa Malaysia Listing
Requirements, to enter into recurrent
related party transactions of a
revenue or trading nature with i)
Tanjong Golden Village Sdn Bhd; and
ii) Tanjong City Centre Property
Management Sdn Bhd, provided that
such transactions are necessary for
the day-to-day operations of the
Company and its subsidiaries and are
carried out in the ordinary course of
business on normal commercial terms
and on terms which are not more
favorable to the parties with which
such recurrent transactions are to be
entered into than those generally
available to the public and are not
detrimental to the minority
shareholders of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
required to be held pursuant to
Section 143(1) of the Companies Act,
1965 but shall not extend to such
extension as allowed pursuant to
Section 143(2) of the Companies Act,
1965 ; and authorize the Director of
the Company to complete and do all
such acts and things including
executing all such documents as
required as they consider expedient
or necessary to give effect to this
5. Authorize the Company and its Mgmt For *
subsidiaries, pursuant to Paragraph
10.09 of Bursa Malaysia Listing
Requirements, to enter into recurrent
related party transactions of a
revenue or trading nature with Arena
Johan Sdn Bhd and Asas Klasik Sdn
Bhd, provided that such transactions
are necessary for the day-to-day
operations of the Company and its
subsidiaries and are carried out in
the ordinary course of business on
normal commercial terms and on terms
which are not more favorable to
parties with which such recurrent
transactions are to be entered into
than those generally available to the
public and are not detrimental to the
minority shareholders of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
required to be held pursuant to
Section 143(1) of the Companies Act,
1965 but shall not extend to such
extension as may be allowed pursuant
to Section 143(2) of the Companies
Act, 1965 ; and authorize the
Director of the Company to complete
and do all such acts and things
including executing all such
documents as required as they
consider expedient or necessary to
give effect to this resolution
6. Authorize the Company and its Mgmt For *
subsidiaries, pursuant to Paragraph
10.09 of Bursa Malaysia Listing
Requirements, to enter into recurrent
related party transactions of a
revenue or trading nature with i)
Oakwood Sdn Bhd; ii) Arab Malaysian
Property Trust Management Bhd; iii)
MBf Property Holdings Sdn Bhd; iv)
AmFinance Berhad; v) Resorts World
Berhad, Genting Highlands Berhad and
Genting Golf Course Berhad; vi)
Genting Property Management Sdn Bhd;
and vii) Asiatic Land Development Sdn
Bhd, provided that such transactions
are necessary for the day-to-day
operations of the Company and its
subsidiaries and are carried out in
the ordinary course of business on
normal commercial terms and on terms
which are not more favorable to the
parties with which such recurrent
transactions are to be entered into
than those generally available to the
public and are not detrimental to the
minority shareholders of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
required to be held pursuant to
Section 143(1) of the Companies Act,
1965 but shall not extend to such
extension as may be allowed pursuant
to Section 143(2) of the Companies
Act, 1965 ; and authorize the
Director of the Company to complete
and do all such acts and things
including executing all such
documents as required as they
consider expedient or necessary to
give effect to this resolution
7. Authorize the Company and its Mgmt For *
subsidiaries, pursuant to Paragraph
10.09 of Bursa Malaysia Listing
Requirements, to enter into recurrent
related party transactions of a
revenue or trading nature with
HeiTech Padu Berhad, provided that
such transactions are necessary for
the day-to-day operations of the
Company and its subsidiaries and are
carried out in the ordinary course of
business on normal commercial terms
and on terms which are not more
favorable to HeiTech Padu Berhad than
those generally available to the
public and are not detrimental to the
minority shareholders of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM is
required to be held pursuant to
Section 143(1) of the Companies Act,
1965 but shall not extend to such
extension as may be allowed pursuant
to Section 143(2) of the Companies
Act, 1965 ; and authorize the
Director of the Company to complete
and do all such acts and things
including executing all such
documents as required as they
consider expedient or necessary to
give effect to this resolution
8. Authorize the Director, subject to Mgmt For *
the approvals of all relevant
authorities, to adopt the Amended and
Restated Bye-Laws in substitution for
and to the exclusion of the existing
Bye-Laws governing and constituting
the ESOS of the Company; and
authorize the Director to give effect
to the Amended and Restated Bye-Laws
with full powers to make any
variations, modifications and
amendments in any manner as required
or agreed by the relevant
authority/authorities or be deemed
fit in the best interests of the
Company and take all steps or do all
things as they deem necessary or
expedient in order to implement,
finalize and give full effect to the
9. Authorize the Board of Directors of Mgmt For *
the Company, pursuant to the
authority to the Directors of the
Company under the Bye-Laws governing
Maxis Employee Share Option Scheme
ESOS and the terms of the Contract of
Service between the Company and Dato
Jamaludin bin Ibrahim, at any time
and from time to time during the
period commencing from the date on
which this resolution is passed the
approval date, to offer and grant to
Dato Jamaludin bin Ibrahim, the Chief
Executive Officer and an Executive
Director of the Company, option or
options to subscribe for up to a
maximum of 1,000,000 ordinary shares
of MYR 0.10 each in Maxis available
under the ESOS provided not more than
50% of the shares available under the
ESOS be allocated, in aggregate, to
Executive Directors and Senior
Management of the Company and its
subsidiaries and subject to such
terms and conditions of the Bye-Laws
and/or any adjustments which be made
in accordance with the provisions of
the Bye-Laws of the ESOS; Authority
expires the earlier of the conclusion
of the AGM of the Company commencing
next after the approval date or the
expiration of the period within which
the next AGM of the Company is
- -------------------------------------------------------------------------------------------------------
MAXIS COMMUNICATIONS BHD Agenda: 700413278
CUSIP: Y5903J108 Meeting Type: EGM
Ticker: Meeting Date: 9/29/2003 ISIN: MYL5051OO007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Authorize the Company, subject to the Mgmt Abstain *
approvals of the relevant
authorities, to take such steps as
shall be within its power to approve
and cause Advanced Wireless
Technologies Sdn Bhd (AWT), its
wholly-owned subsidiary, to grant an
option to MEASAT Broadcast Network
Systems Sdn Bhd (MBNS) to subscribe
for such number of ordinary shares of
MYR 1.00 each which would represent
up to 25% of the enlarged issued and
paid-up share capital of AWT (i.e. up
to 833,334 ordinary shares of MYR
1.00 each in AWT at a par value of
MYR 1.00 per share to be paid in cash
(such that, if the option is
exercised for all the ordinary shares
in AWT subject thereto the total
subscription price shall be MYR
833,334.00), such option to be
exercisable within such period as was
specified in the Section 2.1 of Part
A of the Company s circular dated 13
SEP 2003 and authorize the Directors
of the Company or any Committee of
Directors to whom the Directors may
wish to delegate their authority to
take and cause AWT to take all such
action and to enter and cause AWT to
enter into any agreements with MBNS
to give effect to the grant of such
option with full powers to make
applications to the relevant
authorities and regulatory bodies for
any approvals and consents required
and assent to any conditions,
modifications, variations, deletions
and/or amendments as may be required
by the relevant authorities and to do
all such things as they may consider
necessary or expedient in the best
interest of the Company to complete
and give effect to the grant of such
2. Authorize the Company, pursuant to Mgmt Abstain *
Chapter 10.09 of the Listing
Requirements of Kuala Lumpur Stock
Exchange for the Company and its
subsidiaries, to enter into recurrent
related party transactions of a
revenue or trading nature with MEASAT
Broadcast Network Systems Sdn Bhd and
Multimedia Interactive Technologies
Sdn Bhd, provided that such
transactions are necessary for
day-to-day operations and are carried
out in the ordinary course of
business on normal commercial terms
and on terms which are not more
favourable to the parties with which
such recurrent transactions are to be
entered into than those generally
available to the public and are not
detrimental to the minority
shareholders of the Company and that
the mandate conferred by this
resolution shall continue to be in
force until : (a) the conclusion of
the next AGM of the Company following
the general meeting at which this
resolution shall be passed, at which
time it will lapse, unless by a
resolution passed at such meeting,
the authority conferred by this
resolution is renewed; or (b) the
expiration of the period within which
such next AGM is required to be held
pursuant to Section 143(1) of the
Companies Act,1965 (excluding however
such extension as may be allowed
pursuant to Section 143(2) of the
Companies Act, 1965); or (c) this
resolution is revoked or varied by
resolution passed by the shareholders
in general meeting whichever is the
earliest and authorize the Directors
of the Company be authorised 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
3. Authorize the Company, pursuant to Mgmt Abstain *
Chapter 10.09 of the Listing
Requirements of Kuala Lumpur Stock
Exchange for the Company and its
subsidiaries to enter into recurrent
related party transactions of a
revenue or trading nature with (i)
SRG Asia Pacific Sdn Bhd and (ii) UT
Projects Sdn Bhd, provided that such
transactions are necessary for day-
to-day operations and are carried out
in the ordinary course of business on
normal commercial terms and on terms
which are not more favourable to the
parties with which such recurrent
transactions are to be entered into
than those generally available to the
public and are not detrimental to the
minority shareholders of the Company
and the mandate conferred by this
resolution shall continue to be in
force until (a) the conclusion of the
next AGM of the Company following the
general meeting at which this
resolution shall be passed, at which
time it will lapse, unless by a
resolution passed at such meeting,
the authority conferred by this
resolution is renewed; or (b) the
expiration of the period within which
such next AGM is required to be held
pursuant to Section 143(1) of the
Companies Act,1965 (excluding however
such extension as may be allowed
pursuant to Section 143(2) of the
Companies Act, 1965); or (c) this
resolution is revoked or varied by
resolution passed by the shareholders
in general meeting, whichever is the
earliest; and authorize the Directors
of the Company to do all such acts
and things (including executing all
such documents as may be required) as
they may consider expedient or
necessary
4. Authorize the Company, pursuant to Mgmt Abstain *
Chapter 10.09 of the Listing
Requirements of Kuala Lumpur Stock
Exchange for the Company and its
subsidiaries to enter into recurrent
related party transactions of a
revenue or trading nature with
Binariang Satellite Systems Sdn Bhd,
provided that such transactions are
necessary for day-to-day operations
and are carried out in the ordinary
course of business on normal
commercial terms and on terms which
are not more favourable to Binariang
Satellite Systems Sdn Bhd than those
generally available to the public and
are not detrimental to the minority
shareholders of the Company and the
mandate conferred by this resolution
shall continue to be in force until :
(a) the conclusion of the next AGM of
the Company following the general
meeting at which this resolution
shall be passed, at which time it
will lapse, unless by a resolution
passed at such meeting, the authority
conferred by this resolution is
renewed; or (b) the expiration of the
period within which such next AGM is
required to be held pursuant to
Section 143(1) of the Companies
Act,1965 (excluding however such
extension as may be allowed pursuant
to Section 143(2) of the Companies
Act,1965); or (c) this resolution is
revoked or varied by resolution
passed by the shareholders in general
meeting, whichever is the earliest;
and authorize the Directors of the
Company to do such acts and things
(including executing all such
documents as may be required) as they
may consider expedient or necessary
to give effect to this resolution
5. Authorize the Company, pursuant to Mgmt Abstain *
Chapter 10.09 of the Listing
Requirements of Kuala Lumpur Stock
Exchange for the Company and its
subsidiaries to enter into recurrent
related party transactions of a
revenue or trading nature with (i)
Tanjong Golden Village Sdn Bhd; and
(ii) Tanjong City Centre Property
Management Sdn Bhd, provided that
such transactions are necessary for
day-to-day operations and are carried
out in the ordinary course of
business on normal commercial terms
and on terms which are not more
favourable to the parties with which
such recurrent transactions are to be
entered into than those generally
available to the public and are not
detrimental to the minority
shareholders of the Company and the
mandate conferred by this resolution
shall continue to be in force until :
(a) the conclusion of the next AGM of
the Company following the general
meeting at which this resolution
shall be passed, at which time it
will lapse, unless by a resolution
passed at such meeting, the authority
conferred by this resolution is
renewed; or (b) the expiration of the
period within which such next AGM is
required to be held pursuant to
Section 143(1) of the Companies
Act,1965 (excluding however such
extension as may be allowed pursuant
to Section 143(2) of the Companies
Act,1965); or (c) this resolution is
revoked or varied by resolution
passed by the shareholders in general
meeting, whichever is the earliest;
and authorize the Directors of the
Company to complete and do all such
acts and things (including executing
all such documents as may be
required) as they may consider
expedient or necessary
6. Authorize the Company, pursuant to Mgmt Abstain *
Chapter 10.09 of the Listing
Requirements of Kuala Lumpur Stock
Exchange for the Company and its
subsidiaries to enter into recurrent
related party transactions of a
revenue or trading nature with Arena
Johan Sdn Bhd, provided that such
transactions are necessary for day-
to-day operations and are carried out
in the ordinary course of business on
normal commercial terms and on terms
which are not more favourable to
Arena Johan Sdn Bhd than those
generally available to the public and
are not detrimental to the minority
shareholders of the Company, and that
the mandate conferred by this
resolution shall continue to be in
force until : (a) the conclusion of
the next AGM of the Company following
the general meeting at which this
resolution shall be passed, at which
time it will lapse, unless by a
resolution passed at such meeting,
the authority conferred by this
resolution is renewed; or (b) the
expiration of the period within which
such next AGM is required to be held
pursuant to Section 143(1) of the
Companies Act,1965 (excluding however
such extension as may be allowed
pursuant to Section 143(2) of the
Companies Act,1965); or (c) this
resolution is revoked or varied by
resolution passed by the shareholders
in general meeting, whichever is the
earliest; and authorize the Directors
of the Company to complete and do all
such acts and things (including
executing all such documents as may
be required) as they may consider
expedient or necessary to give effect
to this resolution
7. Authorize the Company, pursuant to Mgmt Abstain *
Chapter 10.09 of the Listing
Requirements of Kuala Lumpur Stock
Exchange for the Company and its
subsidiaries to enter into recurrent
related party transactions of a
revenue or trading nature with (i)
Oakwood Sdn Bhd; (ii) Arab Malaysian
Property Trust Management Bhd; (iii)
MBf Property Holdings Sdn Bhd; (iv)
AmFinance Berhad; (v) Resorts World
Berhad, Genting Highlands Berhad and
Genting Golf Course Berhad and (vi)
Genting Property Management Sdn Bhd,
provided that such transactions are
necessary for day-to-day operations
and are carried out in the ordinary
course of business on normal
commercial terms and on terms which
are not more favourable to the
parties with which such recurrent
transactions are to be entered into
than those generally available to the
public and are not detrimental to the
minority shareholders of the Company,
and that the mandate conferred by
this resolution shall continue to be
in force until: (a) the conclusion
of the next AGM of the Company
following the general meeting at
which this resolution shall be
passed, at which time it will lapse,
unless by a resolution passed at such
meeting, the authority conferred by
this resolution is renewed; or (b)
the expiration of the period within
which such next AGM is required to be
held pursuant to Section 143(1) of
the Companies Act,1965 (excluding
however such extension as may be
allowed pursuant to Section 143(2) of
the Companies Act,1965); or (c) this
resolution is revoked or varied by
resolution passed by the shareholders
in general meeting, whichever is the
earliest; and authorize the Directors
of the Company to complete and do all
such acts and things (including
executing all such documents as may
be required) as they may consider
expedient or necessary to give effect
8. Authorize the Company, pursuant to Mgmt Abstain *
Chapter 10.09 of the Listing
Requirements of Kuala Lumpur Stock
Exchange for the Company and its
subsidiaries to enter into recurrent
related party transactions of a
revenue or trading nature with
HeiTech Padu Berhad, provided that
such transactions are necessary for
day-to-day operations and are carried
out in the ordinary course of
business on normal commercial terms
and on terms which are not more
favourable to HeiTech Padu Berhad
than those generally available to the
public and are not detrimental to the
minority shareholders of the Company,
and that the mandate conferred by
this resolution shall continue to be
in force until: (a) the conclusion
of e next AGM of the Company
following the general meeting at
which this resolution shall be
passed, at which time it will lapse,
unless by a resolution passed at such
meeting, the authority conferred by
this resolution is renewed; or (b)
the expiration of the period within
which such next annual general
meeting is required to be held
pursuant to Section 143(1) of the
Companies Act,1965 (excluding however
such extension as may be allowed
pursuant to Section 143(2) of the
Companies Act,1965); or (c) this
resolution is revoked or varied by
resolution passed by the shareholders
in general meeting, whichever is the
earliest; and authorize the Directors
of the Company to do all such acts
and things (including executing all
such documents as may be required) as
they may consider
- -------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK Agenda: 700457852
CUSIP: Y71474129 Meeting Type: EGM
Ticker: Meeting Date: 3/10/2004 ISIN: ID1000057904
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the replacement of annual Mgmt For *
report and consolidated financial
statement for the year 2002, that
were ractified in the EGM on 09 MAY
2. Approve the annual report 2002 and Mgmt For *
ratification of the consolidated
financial statement of 2002 that have
been restated and re-audited
3. Approve to ratify the re-stated Mgmt For *
consolidated financial statement of
2000 and 2001
4. Approve the restatement of the Mgmt For *
Company net income allocation for the
year 2000, 2001 and 2002
5. Amend the composition of the Board of Mgmt For *
Commissioners and Board of Directors
- -------------------------------------------------------------------------------------------------------
QUANTA COMPUTER INC Agenda: 700497173
CUSIP: Y7174J106 Meeting Type: AGM
Ticker: Meeting Date: 6/15/2004 ISIN: TW0002382009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
AS PER TRUST ASSOCIATION S PROXY Non-
VOTING GUIDELINES, EVERY SHAREHOLDER Voting
IS ELIGIBLE TO BE NOMINATED AS A
CANDIDATE AND BE ELECTED AS A
DIRECTOR OR A SUPERVISOR,
REGARDLESS OF BEING RECOMMENDED BY
THE COMPANY AND/OR BY OTHER
PARTIES. IF YOU INTEND TO VOTE FOR
A LISTED CANDIDATE, YOU WILL NEED
TO CONTACT THE CANDIDATE AND/OR
THE ISSUING COMPANY TO OBTAIN THE
CANDIDATE S NAME AND ID NUMBER.
WITHOUT SUCH SPECIFIC INFORMATION,
AN ELECTION
1.1 Receive the 2003 operating report and Mgmt For *
2004 business goal
1.2 Receive the 2003 Audited report Mgmt For *
1.3 Receive the status of global Mgmt For *
depository receipt issuance
1.4 Receive the status of Euro Mgmt For *
convertible bond
2.1 Acknowledge the 2003 financial Mgmt For *
statement
2.2 Approve the allocation of retained Mgmt For *
earnings for FY 2003; cash dividend:
TWD 2 per share
3.1 Approve to issue new shares from Mgmt For *
retained earnings and issue employee
bonus shares; stock dividend: 100 for
1,000 shares held
3.2 Approve to release the prohibition on Mgmt For *
Directors from participation of
competitive business with Quanta
Computers
3.3 Approve the revision to the Articles Mgmt Abstain *
of Incorporation
4. Elect the Directors and Supervisors Mgmt For *
5. Extraordinary motions Other For *
- -------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRONICS CO LTD Agenda: 700453183
CUSIP: Y74718100 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: KR7005930003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement, the Mgmt For *
balance sheet, the proposed
disposition of retained earning, the
statement of profit and loss and KRW
5,000 per 1 common share and KRW
5,050 per 1 preferred share
2.1 Elect an External Director Mgmt For *
2.2 Elect the Auditors Mgmt For *
2.3 Elect an Internal Director Mgmt For *
3. Approve the remuneration limit for Mgmt For *
Directors
- -------------------------------------------------------------------------------------------------------
SUNPLUS TECHNOLOGY CO LTD Agenda: 700473301
CUSIP: Y83011109 Meeting Type: AGM
Ticker: Meeting Date: 6/1/2004 ISIN: TW0002401007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THE REVISED WORDING OF Non-
RESOLUTION 3.1. THANK YOU Voting
1.1 Receive the business operation result Mgmt For *
report for the FY 2003
1.2 Receive the Supervisors review Mgmt For *
financial reports
1.3 Receive the report for meeting rules Mgmt For *
for Board of Directors
2.1 Approve the business operation result Mgmt For *
and the financial report for the FY
2003
2.2 Approve the allocation of net profits Mgmt For *
3.1 Approve to issue new shares; cash Mgmt For *
dividend: TWD 1.5 per share, stk div.
fm R/E: 20/1,000, stk div. fm
capital surplus: 80/1,000
3.2 Amend the Company s Articles Mgmt Abstain *
3.3 Approve to relieve the restrictions Mgmt For *
on the Directors from acting as the
Directors or Supervisors in other
Companies
3.4 Others Mgmt For *
4. Extraordinary proposals Other For *
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TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda: 700472676
CUSIP: Y84629107 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: TW0002330008
For/Against
Proposal Type Vote Management
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PLEASE BE ADVISED THAT THIS IS A Non-
REVISION DUE TO THE REVISED WORDING Voting
OF RESOLUTIONS. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RE-
SEND THIS PROXY FORM UNLESS YOU WISH
TO AMEND YOU VOTING INSTRUCTIONS.
1.1 Receive the business report of 2003 Mgmt For *
1.2 Receive the Supervisors review report Mgmt For *
1.3 Receive the report of status of Mgmt For *
acquisition or disposal of assets
with related parties for 2003
1.4 Receive the report of status of Mgmt For *
guarantee provided TSMC as of the end
of 2003
2.1 Approve to accept 2003 business Mgmt For *
report and financial statement
2.2 Approve the distribution of 2003 Mgmt For *
profits cash dividend TWD 0.6 per
share, stock dividend 140 shares per
1000 shares subject to 20%
withholding tax
2.3 Approve the issuance of new shares Mgmt For *
from retained earnings, stock
dividend: 140 for 1,000 shares held
*Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) THE NEW ECONOMY FUND
By (Signature) /S/ Timothy D. Armour
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Name Timothy D. Armour
Title v President, Trustee and Principal Executive Officer
Date 08-27-2004