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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 811-04087
Exeter Fund, Inc.
(Exact name of registrant as specified in charter)
1100 Chase Square, Rochester, NY 14604
(Address of principal executive offices) (Zip code)
B. Reuben Auspitz,
Exeter Fund, Inc.
1100 Chase Square
Rochester, NY 14604
________________________________________________________________
(Name and address of agent for service)
Registrant's telephone number, including area code: (585) 325-6880
Date of fiscal year end: October 31
Date of reporting period: 7/1/03-6/30/04
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
EXHIBIT
Exeter Fund, Inc. Equity Series
TICKER: EXEYX
PROXY VOTING RECORD
7/1/2003-6/30/2004
H.J. HEINZ COMPANY HNZ ANNUAL MEETING DATE:09/12/2003
ISSUER: 423074103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W.R. JOHNSON Management For For
C.E. BUNCH Management For For
M.C. CHOKSI Management For For
L.S. COLEMAN, JR. Management For For
P.H. COORS Management For For
E.E. HOLIDAY Management For For
C. KENDLE Management For For
D.R. O'HARE Management For For
L.C. SWANN Management For For
T.J. USHER Management For For
J.M. ZIMMERMAN Management For For
02 RATIFICATION OF AUDITORS. Management For For
APPLERA CORPORATION ABI ANNUAL MEETING DATE:10/16/2003
ISSUER: 038020103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RICHARD H. AYERS Management For For
JEAN-LUC BELINGARD Management For For
ROBERT H. HAYES Management For For
ARNOLD J. LEVINE Management Withheld Against
WILLIAM H. LONGFIELD Management For For
THEODORE E. MARTIN Management For For
CAROLYN W. SLAYMAN Management For For
ORIN R. SMITH Management For For
JAMES R. TOBIN Management For For
TONY L. WHITE Management For For
02 RATIFICATION OF THE SELECTION OF Management For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDING
JUNE 30, 2004.
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2003
ISSUER: 518439104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
IRVINE O. HOCKADAY, JR. Management For For
FRED H. LANGHAMMER Management For For
ROSE MARIE BRAVO Management For For
02 APPROVAL OF THE EXECUTIVE ANNUAL Management For For
INCENTIVE PLAN.
03 RATIFICATION OF APPOINTMENT OF Management For For
KPMG LLP AS INDEPENDENT AUDITORS
FOR THE 2004 FISCAL YEAR.
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 12/16/2003
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. LESLIE DENEND Management For For
MR. GEORGE SAMENUK Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 Management Against Against
STOCK INCENTIVE PLAN TO INCREASE
THE NUMBER OF SHARES OF THE
COMPANY S COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER
BY 2,000,000 SHARES.
03 TO APPROVE AMENDMENTS TO Management Against Against
THE STOCK OPTION PLAN FOR
OUTSIDE DIRECTORS TO INCREASE THE
NUMBER OF SHARES INCLUDED IN THE
INITIAL STOCK OPTION GRANT TO
NON-EMPLOYEE DIRECTORS BY 5,000 TO
50,000 SHARES OF COMMON STOCK
AND TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE
SUBSEQUENT ANNUAL GRANTS BY
5,000 SHARES TO 25,000
SHARES OF COMMON STOCK.
04 TO APPROVE AN AMENDMENT TO THE 2002 Management For For
EMPLOYEE STOCK PURCHASE
PLAN TO INCREASE THE NUMBER
OF SHARES OF THE COMPANY S COMMON
STOCK RESERVED FOR ISSUANCE
THEREUNDER BY 2,000,000 SHARES.
05 TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
EMERSON ELECTRIC CO. EMR ANNUAL MEETING DATE: 02/03/2004
ISSUER: 291011104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
C. FERNANDEZ G. Management For For
C.F. KNIGHT Management For For
G.A. LODGE Management For For
R.L. RIDGWAY Management For For
E.E. WHITACRE, JR. Management For For
02 RE-APPROVAL OF PERFORMANCE MEASURES UNDER THE Management For For
EMERSON ELECTRIC CO. 1997 INCENTIVE SHARES PLAN
03 RATIFICATION OF INDEPENDENT AUDITORS Management For For
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/18/2004
ISSUER: 549463107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KARL J. KRAPEK Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
02 DIRECTORS PROPOSAL TO DECLASSIFY Management For For
THE BOARD AND TO ALLOW FOR THE
REMOVAL OF DIRECTORS WITHOUT CAUSE
03 DIRECTORS PROPOSAL TO APPROVE OUR Management For For
2004 EQUITY COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
04 DIRECTORS PROPOSAL TO APPROVE A Management For For
REVERSE STOCK SPLIT IN ONE OF
FOUR RATIOS
05 SHAREOWNER PROPOSAL TO REQUIRE Shareholder For Against
SHAREOWNER APPROVAL OF FUTURE
SEVERANCE AGREEMENTS
06 SHAREOWNER PROPOSAL TO DISCONTINUE Shareholder Against For
EXECUTIVE EQUITY COMPENSATION
PROGRAMS AFTER EXPIRATION OF
EXISTING COMMITMENTS
QUALCOMM, INCORPORATED QCOM ANNUAL MEETING DATE: 03/02/2004
ISSUER: 747525103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ADELIA A. COFFMAN Management For For
RAYMOND V. DITTAMORE Management For For
IRWIN MARK JACOBS Management For For
RICHARD SULPIZIO Management For For
02 TO APPROVE AN AMENDMENT TO THE Management Against Against
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 Management 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 Shareholder For Against
CLASSIFIED BOARD.
BECKMAN COULTER, INC. BEC ANNUAL MEETING DATE: 04/01/2004
ISSUER: 075811109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RONALD W. DOLLENS Management Withheld Against
CHARLES A. HAGGERTY Management For For
WILLIAM N. KELLEY, M.D. Management For For
02 APPROVAL OF THE COMPANY S 2004 Management For For
LONG-TERM PERFORMANCE PLAN.
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/13/2004
ISSUER: 064057102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. BIONDI Management For For
MR. DONOFRIO Management For For
MR. GRIFFITH Management For For
MR. HASSELL Management For For
MR. KOGAN Management For For
MR. KOWALSKI Management For For
MR. LUKE Management For For
MR. MALONE Management For For
MR. MYNERS Management For For
MR. POZEN Management For For
MS. REIN Management For For
MR. RENYI Management For For
MR. RICHARDSON Management For For
MR. ROBERTS Management For For
MR. SCOTT Management For For
02 RATIFICATION OF AUDITORS Management For For
03 APPROVAL OF AN AMENDMENT Management For For
TO THE 2004 MANAGEMENT
INCENTIVE COMPENSATION PLAN
04 SHAREHOLDER Shareholder Against For
PROPOSAL WITH RESPECT TO
POLITICAL CONTRIBUTIONS
05 SHAREHOLDER PROPOSAL Shareholder Against For
WITH RESPECT TO
EXECUTIVE COMPENSATION
06 SHAREHOLDER PROPOSAL WITH Shareholder Against For
RESPECT TO THE COMPOSITION
OF THE RISK COMMITTEE
07 SHAREHOLDER PROPOSAL WITH Shareholder Against For
WITH RESPECT TO THE
COMPANY S RIGHTS PLAN
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/14/2004
ISSUER: 806857108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J. DEUTCH Management For For
J.S. GORELICK Management For For
A. GOULD Management For For
T. ISAAC Management For For
A. LAJOUS Management For For
A. LEVY-LANG Management For For
D. PRIMAT Management For For
T. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
02 ADOPTION AND APPROVAL OF Management For For
FINANCIALS AND DIVIDENDS
03 APPROVAL OF ADOPTION OF THE Management For For
2004 STOCK AND DEFERRAL PLAN
FOR NON-EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Management For For
U.S. BANCORP USB ANNUAL MEETING DATE: 04/20/2004
ISSUER: 902973304 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
V. BUYNISKI GLUCKMAN Management Withheld Against
ARTHUR D. COLLINS, JR. Management Withheld Against
JERRY W. LEVIN Management Withheld Against
THOMAS E. PETRY Management Withheld Against
RICHARD G. REITEN Management Withheld Against
02 RATIFY SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE 2004 FISCAL YEAR.
03 SHAREHOLDER PROPOSAL: COMPENSATION Shareholder Against For
SYSTEM FOR SENIOR EXECUTIVES.
04 SHAREHOLDER PROPOSAL: SUPPLEMENTAL Shareholder For Against
EXECUTIVE RETIREMENT BENEFITS.
05 SHAREHOLDER PROPOSAL: SIMPLE Shareholder For Against
MAJORITY VOTING.
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/22/2004
ISSUER: 001084102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W. WAYNE BOOKER Management For For
GERALD B. JOHANNESON Management For For
CURTIS E. MOLL Management For For
ROBERT J. RATLIFF Management For For
02 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
ENVIRONMENTAL SUSTAINABILITY REPORTING
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/22/2004
ISSUER: 143658300 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICKY ARISON Management For For
AMB RICHARD G. CAPEN JR Management For For
ROBERT H. DICKINSON Management For For
ARNOLD W. DONALD Management For For
PIER LUIGI FOSCHI Management For For
HOWARD S. FRANK Management For For
BARONESS HOGG Management For For
A. KIRK LANTERMAN Management For For
MODESTO A. MAIDIQUE Management For For
JOHN P. MCNULTY Management For For
PETER RATCLIFFE Management For For
SIR JOHN PARKER Management For For
STUART SUBOTNICK Management For For
UZI ZUCKER Management For For
02 TO APPOINT PRICEWATERHOUSECOOPERS Management For For
AS 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 Management For For
COMMITTEE OF CARNIVAL PLC TO AGREE THE
REMUNERATION OF THE INDEPENDENT AUDITORS.
04 TO RECEIVE THE ACCOUNTS AND Management For For
REPORTS FOR CARNIVAL PLC FOR THE
FINANCIAL PERIOD ENDED NOVEMBER 30, 2003.
05 TO APPROVE THE DIRECTORS Management For For
REMUNERATION REPORT OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE Management For For
AUTHORITY TO ALLOT SHARES BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION Management For For
OF PRE-EMPTION RIGHTS FOR
CARNIVAL PLC SHARES.
PFIZER INC. PFE ANNUAL MEETING DATE: 04/22/2004
ISSUER: 717081103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL S. BROWN Management For For
M. ANTHONY BURNS Management For For
ROBERT N. BURT Management For For
W. DON CORNWELL Management For For
WILLIAM H. GRAY III Management For For
CONSTANCE J. HORNER Management For For
WILLIAM R. HOWELL Management For For
STANLEY O. IKENBERRY Management For For
GEORGE A. LORCH Management For For
HENRY A. MCKINNELL Management For For
DANA G. MEAD Management For For
FRANKLIN D. RAINES Management For For
RUTH J. SIMMONS Management For For
WILLIAM C. STEERE, JR. Management For For
JEAN-PAUL VALLES Management For For
02 A PROPOSAL TO APPROVE Management For For
THE APPOINTMENT OF KPMG LLP AS
INDEPENDENT AUDITORS FOR 2004.
03 A PROPOSAL TO APPROVE THE Management For For
PFIZER INC. 2004 STOCK PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
REVIEW OF THE ECONOMIC EFFECTS OF THE
HIV/AIDS, TB AND MALARIA PANDEMICS
ON THE COMPANY S BUSINESS STRATEGY.
05 SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO POLITICAL CONTRIBUTIONS.
06 SHAREHOLDER PROPOSAL RELATING Shareholder Against For
TO AN ANNUAL REPORT ON CORPORATE
RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.
07 SHAREHOLDER PROPOSAL SEEKING TO Shareholder Against For
IMPOSE TERM LIMITS ON DIRECTORS.
08 SHAREHOLDER PROPOSAL REQUESTING Shareholder Against For
A REPORT ON INCREASING ACCESS
TO PFIZER PRODUCTS.
09 SHAREHOLDER PROPOSAL ON STOCK Shareholder Against For
OPTIONS.
10 SHAREHOLDER PROPOSAL ON IN Shareholder Against For
VITRO TESTING.
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/27/2004
ISSUER: 806605101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRED HASSAN Management For For
PHILIP LEDER, M.D. Management For For
EUGENE R. MCGRATH Management For For
RICHARD DE J. OSBORNE Management For For
02 RATIFICATION OF DESIGNATION Management For For
OF INDEPENDENT AUDITORS
03 APPROVAL OF THE OPERATIONS Management For For
MANAGEMENT TEAM INCENTIVE PLAN
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING
DATE: 04/27/2004
ISSUER: 693475105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management Withheld Against
MR. LINDSAY Management For For
MR. MASSARO Management For For
MR. O'BRIEN Management For For
MS. PEPPER Management For For
MR. ROHR Management For For
MS. STEFFES Management For For
MR. STRIGL Management For For
MR. THIEKE Management For For
MR. USHER Management For For
MR. WASHINGTON Management For For
MR. WEHMEIER Management For For
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 057224107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
EDWARD P. DJEREJIAN Management Withheld Against
H. JOHN RILEY, JR. Management Withheld Against
CHARLES L. WATSON Management Withheld Against
02 RATIFICATION OF DELOITTE & Management For For
TOUCHE AS THE COMPANY S INDEPENDENT
AUDITOR FOR FISCAL YEAR 2004.
03 STOCKHOLDER PROPOSAL NO. 1 - Shareholder For Against
REGARDING CLASSIFIED BOARDS.
04 STOCKHOLDER PROPOSAL NO. 2 - Shareholder Against For
REGARDING POISON PILLS.
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/28/2004
ISSUER: 601073109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DANIEL BELLUS Management For For
ROBERT C. BISHOP Management For For
EDWARD M. SCOLNICK Management For For
KIMBERLY-CLARK CORPORATION KMB ANNUAL MEETING DATE: 04/29/2004
ISSUER: 494368103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PASTORA S.J. CAFFERTY Management Withheld Against
CLAUDIO X. GONZALEZ Management Withheld Against
LINDA JOHNSON RICE Management Withheld Against
MARC J. SHAPIRO Management Withheld Against
02 APPROVAL OF AMENDMENTS TO 2001 Management For For
EQUITY PARTICIPATION PLAN
03 APPROVAL OF AUDITORS Management For For
04 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
THE CORPORATION S AMENDED
AND RESTATED RIGHTS AGREEMENT
ALCOA INC. AA ANNUAL MEETING DATE: 04/30/2004
ISSUER: 013817101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALAIN J.P. BELDA Management For For
CARLOS GHOSN Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
02 PROPOSAL TO APPROVE THE 2004 Management For For
ALCOA STOCK INCENTIVE PLAN.
3A SHAREHOLDER PROPOSAL RELATING Shareholder Abstain Against
TO PAY DISPARITY
3B SHAREHOLDER PROPOSAL RELATING Shareholder Abstain Against
TO CHANGE IN CONTROL SEVERANCE PLAN
PACKAGING CORPORATION OF AMERICA PKG ANNUAL MEETING DATE: 05/04/2004
ISSUER: 695156109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
HENRY F. FRIGON Management For For
LOUIS S. HOLLAND Management For For
JUSTIN S. HUSCHER Management For For
SAMUEL M. MENCOFF Management Withheld Against
THOMAS S. SOULELES Management Withheld Against
PAUL T. STECKO Management For For
RAYFORD K. WILLIAMSON Management For For
02 PROPOSAL TO RATIFY APPOINTMENT Management For For
OF ERNST & YOUNG AS INDEPENDENT
AUDITORS.
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/05/2004
ISSUER: 023551104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
N.F. BRADY Management For For
J.B. COLLINS Management For For
T.H. KEAN Management For For
F.A. OLSON Management For For
02 RATIFICATION OF THE SELECTION Management For For
OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR ENDING DECEMBER 31, 2004.
03 APPROVAL OF THE ADOPTION OF THE Management For For
SECOND AMENDED AND RESTATED
1995 LONG-TERM INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL TO Shareholder Against For
ESTABLISH AN OFFICE OF THE BOARD OF
DIRECTORS FOR STOCKHOLDER COMMUNICATIONS.
HEARST-ARGYLE TELEVISION, INC. HTV ANNUAL MEETING DATE: 05/05/2004
ISSUER: 422317107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CAROLINE L. WILLIAMS Management For For
02 APPROVAL OF INCENTIVE Management Against Against
COMPENSATION PLAN PROPOSAL.
03 RATIFICATION OF DELOITTE Management For For
& TOUCHE LLP AS INDEPENDENT
EXTERNAL AUDITORS.
04 AT THE DISCRETION OF SUCH Management Against Against
PROXIES, ON ANY OTHER MATTER THAT
PROPERLY MAY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
KANSAS CITY SOUTHERN KSU ANNUAL MEETING DATE: 05/06/2004
ISSUER: 485170302 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. EDWARD ALLINSON Management For For
JAMES R. JONES Management For For
KAREN L. PLETZ Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE Management For For
S SELECTION OF KPMG LLP AS
KCS S INDEPENDENT ACCOUNTANTS FOR 2004.
BOWATER INCORPORATED BOW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 102183100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ARNOLD M. NEMIROW Management For For
ARTHUR R. SAWCHUK Management For For
GORDON D. GIFFIN Management For For
DOUGLAS A. PERTZ Management For For
NEWELL RUBBERMAID INC. NWL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 651229106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SCOTT S. COWEN Management For For
CYNTHIA A. MONTGOMERY Management For For
ALLAN P. NEWELL Management For For
GORDON R. SULLIVAN Management For For
02 RATIFICATION OF THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS FOR THE YEAR 2004.
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/13/2004
ISSUER: 017361106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ELEANOR BAUM Management For For
CYRUS F. FREIDHEIM, JR. Management For For
TED J. KLEISNER Management For For
02 APPROVAL OF ELIMINATION OF CUMULATIVE Management For For
VOTING IN THE ELECTION OF DIRECTORS.
03 APPROVAL OF DIRECTOR EQUITY Management For For
COMPENSATION PLAN.
04 APPROVAL OF ANNUAL INCENTIVE PLAN. Management For For
05 RATIFICATION OF APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS.
06 STOCKHOLDER PROPOSAL REGARDING Management For For
SIMPLE MAJORITY VOTE.
07 STOCKHOLDER PROPOSAL REGARDING Management For For
SHAREHOLDER INPUT ON POISON PILLS.
08 STOCKHOLDER PROPOSAL TO ELECT Management For For
EACH DIRECTOR ANNUALLY.
09 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
INDEPENDENT BOARD CHAIRMAN.
10 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
EXPENSING STOCK OPTIONS.
11 STOCKHOLDER PROPOSAL REGARDING Shareholder For Against
RETENTION OF STOCK OBTAINED
THROUGH OPTIONS.
12 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
AUDITOR FEES.
13 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
PRE-EMPTIVE RIGHTS.
14 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
REINCORPORATION IN DELAWARE.
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/13/2004
ISSUER: 216640102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAMAR NORSWORTHY Management For For
MICHAEL E. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
INDEPENDENT AUDITORS FOR 2004
03 VOTE ON A STOCKHOLDER PROPOSAL Shareholder For Against
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/13/2004
ISSUER: G90078109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT L. LONG Management For For
MARTIN B. MCNAMARA Management For For
ROBERT M. SPRAGUE Management For For
J. MICHAEL TALBERT Management For For
02 APPROVAL OF THE AMENDMENT OF OUR Management For For
LONG-TERM INCENTIVE PLAN AS
DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE APPOINTMENT OF Management For For
ERNST & YOUNG LLP TO SERVE
AS INDEPENDENT AUDITORS.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/14/2004
ISSUER: 676220106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEE A. AULT III Management For For
NEIL R. AUSTRIAN Management For For
DAVID W. BERNAUER Management For For
ABELARDO E. BRU Management For For
DAVID I. FUENTE Management For For
BRENDA J. GAINES Management For For
MYRA M. HART Management For For
W. SCOTT HEDRICK Management For For
JAMES L. HESKETT Management For For
PATRICIA H. MCKAY Management For For
MICHAEL J. MYERS Management For For
BRUCE NELSON Management For For
02 AMENDMENT OF COMPANY S LONG-TERM Management 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 Management For For
DELOITTE & TOUCHE LLP AS
THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
WASTE MANAGEMENT, INC. WMI ANNUAL MEETING DATE: 05/14/2004
ISSUER: 94106L109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PASTORA CAFFERTY Management For For
FRANK M. CLARK, JR. Management For For
ROBERT S. MILLER Management For For
A. MAURICE MYERS Management For For
JOHN C. POPE Management For For
W. ROBERT REUM Management For For
STEVEN G. ROTHMEIER Management For For
DAVID P. STEINER Management For For
CARL W. VOGT Management For For
02 PROPOSAL TO RATIFY THE Management For For
APPOINTMENT OF ERNST & YOUNG LLP
AS THE INDEPENDENT AUDITORS FOR 2004.
03 TO VOTE ON A PROPOSAL TO Management For For
APPROVE OUR 2004 STOCK INCENTIVE PLAN.
04 TO VOTE ON A PROPOSAL TO APPROVE Management For For
OUR 2005 ANNUAL INCENTIVE PLAN.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/19/2004
ISSUER: 319963104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HENRY C. DUQUES Management For For
CHARLES T. FOTE Management For For
RICHARD P. KIPHART Management For For
JOAN E. SPERO Management For For
02 THE RATIFICATION OF THE SELECTION Management For For
OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR 2004.
VARCO INTERNATIONAL, INC. VRC ANNUAL MEETING DATE: 05/20/2004
ISSUER: 922122106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GREG L. ARMSTRONG Management For For
GEORGE S. DOTSON Management For For
RICHARD A. KERTSON Management For For
JOHN F. LAULETTA Management For For
ERIC L. MATTSON Management For For
L.E. SIMMONS Management For For
JEFFERY A. SMISEK Management For For
DOUGLAS E. SWANSON Management For For
JAMES D. WOODS Management For For
02 TO APPROVE AN AMENDMENT TO THE Management For For
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK
THAT MAY BE ISSUED BY 900,000 SHARES.
03 TO RATIFY THE SELECTION OF Management For For
ERNST & YOUNG LLP AS VARCO S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/21/2004
ISSUER: 887317105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES L. BARKSDALE Management For For
STEPHEN F. BOLLENBACH Management For For
STEPHEN M. CASE Management For For
FRANK J. CAUFIELD Management For For
ROBERT C. CLARK Management For For
MILES R. GILBURNE Management For For
CARLA A. HILLS Management For For
REUBEN MARK Management For For
MICHAEL A. MILES Management For For
KENNETH J. NOVACK Management For For
RICHARD D. PARSONS Management For For
R.E. TURNER Management For For
FRANCIS T. VINCENT, JR. Management For For
02 RATIFICATION OF AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
CHINA BUSINESS PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING Shareholder Against For
REPORT ON PAY DISPARITY.
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 12686C109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES D. FERRIS Management For For
RICHARD H. HOCHMAN Management For For
VICTOR ORISTANO Management For For
VINCENT TESE Management For For
THOMAS V. REIFENHEISER Management For For
JOHN R. RYAN Management For For
02 PROPOSAL TO RATIFY AND APPROVE THE Management For For
APPOINTMENT OF KPMG LLP, AS
INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR 2004.
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 784117103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALFRED P. WEST, JR.* Management For For
WILLIAM M. DORAN* Management For For
HOWARD D. ROSS* Management For For
THOMAS W. SMITH** Management For For
02 RATIFICATION OF THE APPOINTMENT Management For For
OF PRICEWATERHOUSECOOPERS LLP AS
SEI INVESTMENTS COMPANY S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2004.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/25/2004
ISSUER: G95089101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PHILIP BURGUIERES Management For For
NICHOLAS F. BRADY Management For For
DAVID J. BUTTERS Management For For
BERNARD J. DUROC-DANNER Management For For
SHELDON B. LUBAR Management For For
WILLIAM E. MACAULAY Management For For
ROBERT B. MILLARD Management For For
ROBERT K. MOSES, JR. Management For For
ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS 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.
CAESARS ENTERTAINMENT, INC. CZR ANNUAL MEETING DATE: 05/26/2004
ISSUER: 127687101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. STEVEN CROWN Management For For
GILBERT L. SHELTON Management For For
02 TO APPROVE THE CAESARS ENTERTAINMENT, Management For For
INC. 2004 LONG TERM INCENTIVE PLAN
FOOT LOCKER, INC. FL ANNUAL MEETING DATE: 05/26/2004
ISSUER: 344849104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES E. PRESTON Management For For
MATTHEW D. SERRA Management For For
CHRISTOPHER A. SINCLAIR Management For For
DONA D. YOUNG Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
INDEPENDENT ACCOUNTANTS.
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/26/2004
ISSUER: 603158106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN B. CURCIO Management For For
PAUL R. SAUERACKER Management For For
WILLIAM C. STIVERS Management For For
02 RATIFICATION OF APPOINTMENT OF Management For For
AUDITORS.
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 05/27/2004
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. ROBERT DUTKOWSKY Management For For
MR. DENIS O'LEARY Management For For
MR. ROBERT PANGIA Management For For
02 TO APPROVE AN AMENDMENT TO Management For For
THE 1997 STOCK INCENTIVE
PLAN TO PROHIBIT REPRICING OF
OUTSTANDING STOCK OPTIONS OR STOCK
APPRECIATION RIGHTS WITHOUT
STOCKHOLDER APPROVAL AND TO REAPPROVE
THE PERFORMANCE CRITERIA UNDER THE
1997 STOCK INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS THE
INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/17/2004
ISSUER: 855030102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ARTHUR M. BLANK Management For For
GARY L. CRITTENDEN Management For For
MARTIN TRUST Management For For
PAUL F. WALSH Management For For
02 TO APPROVE STAPLES 2004 STOCK Management For For
INCENTIVE PLAN.
03 TO APPROVE STAPLES AMENDED AND Management For For
RESTATED 1998 EMPLOYEE STOCK PURCHASE PLAN.
04 TO APPROVE STAPLES AMENDED AND Management For For
RESTATED INTERNATIONAL EMPLOYEE
STOCK PURCHASE PLAN.
05 TO RATIFY THE SELECTION BY THE Management For For
AUDIT COMMITTEE OF ERNST & YOUNG LLP
AS STAPLES INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
06 TO ACT ON A SHAREHOLDER PROPOSAL Shareholder Against For
ON SHAREHOLDER RIGHTS PLANS.
07 TO ACT ON A SHAREHOLDER PROPOSAL Shareholder For Against
ON SHAREHOLDER INPUT ON POISON PILLS.
08 TO ACT ON A SHAREHOLDER PROPOSAL Shareholder Against For
ON COMMONSENSE EXECUTIVE COMPENSATION.
09 TO ACT ON A SHAREHOLDER PROPOSAL Shareholder Against For
ON AUDITOR INDEPENDENCE.
THE KROGER CO. KR ANNUAL MEETING DATE: 06/24/2004
ISSUER: 501044101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. CLENDENIN Management For For
DAVID B. DILLON Management For For
DAVID B. LEWIS Management For For
DON W. MCGEORGE Management For For
W. RODNEY MCMULLEN Management For For
SUSAN M. PHILLIPS Management For For
02 APPROVAL OF PRICEWATERHOUSECOOPERS Management For For
LLP, AS AUDITORS.
03 APPROVE SHAREHOLDER PROPOSAL, IF Shareholder For Against
PROPERLY PRESENTED, TO AMEND
REGULATIONS TO REQUIRE ALL DIRECTORS
TO BE ELECTED ANNUALLY.
04 APPROVE SHAREHOLDER PROPOSAL, IF Shareholder For Against
PROPERLY PRESENTED, TO RECOMMEND
SEPARATION OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS.
05 APPROVE SHAREHOLDER PROPOSAL, IF Shareholder Against For
PROPERLY PRESENTED, TO RECOMMEND SHAREHOLDER
APPROVAL OF SEVERANCE AGREEMENTS.
Exeter Fund, Inc. Overseas Series
TICKER: EXOSX
PROXY VOTING RECORD
7/1/2003-6/30/2004
KOREA ELECTRIC POWER CORPORATION KEP SPECIAL MEETING DATE: 07/31/2003
ISSUER: 500631106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 SELECTION OF BOARD OF DIRECTORS Management For *Management Position Unknown
02 AMENDMENT TO THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
KONINKLIJKE AHOLD N.V. AHO ANNUAL MEETING DATE: 09/04/2003
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
3A COMPOSITION OF THE CORPORATE EXECUTIVE BOARD. Management For For
PROPOSAL TO NOMINATE: MR. A.C. MOBERG
3B COMPOSITION OF THE CORPORATE EXECUTIVE BOARD. Management For For
PROPOSAL TO NOMINATE: MR. H.R. RYOPPONEN
KONINKLIJKE AHOLD N.V. AHO ANNUAL MEETING DATE: 11/26/2003
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
03 2002 FINANCIAL STATEMENTS. -ADOPTION OF THE ANNUAL Management For For
ACCOUNTS
04 COMPOSITION OF THE EXECUTIVE BOARD. PROPOSAL Management For For
TO APPOINT MR. PETER WAKKIE.
05 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION. Management For For
6A AUTHORIZATION OF THE EXECUTIVE BOARD FOR A PERIOD Management For For
OF 18 MONTHS, EMPOWERING THE EXECUTIVE BOARD,
SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD,
TO ADOPT RESOLUTION: TO ISSUE ANY SHARES OF COMMON
STOCK, CUMULATIVE PREFERRED STOCK AND CUMULATIVE
PREFERRED FINANCING STOCK REMAINING UNISSUED,
ALL AS MORE FULLY DESCRIBED IN THE NOTICE OF
ANNUAL MEETING.
6B AUTHORIZATION OF THE EXECUTIVE BOARD FOR A PERIOD Management For For
OF 18 MONTHS, EMPOWERING THE EXECUTIVE BOARD,
SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD,
TO ADOPT RESOLUTION: TO RESTRICT OR ELIMINATE
THE PRE-EMPTIVE RIGHTS OF HOLDERS OF SHARES OF
COMMON STOCK WHEN ISSUING SHARES OF COMMON STOCK
AND/OR WHEN GRANTING RIGHTS TO SUBSCRIBE FOR
SHARES OF COMMON STOCK.
7 PROPOSAL TO AUTHORIZE THE CORPORATE EXECUTIVE Management For For
BOARD FOR A PERIOD OF 18 MONTHS, AND SUBJECT
TO THE APPROVAL OF THE SUPERVISORY BOARD, TO
ACQUIRE AS MANY ORDINARY SHARES OF THE COMPANY
AS SHALL BE PERMITTED WITHIN THE LIMITS OF THE
LAW AND THE ARTICLES OF ASSOCIATION, ALL AS MORE
FULLY DESCRIBED IN THE NOTICE OF ANNUAL MEETING.
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/22/2004
ISSUER: G02602103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
BRUCE K. ANDERSON Management Withheld Against
AVINOAM NAOR Management Withheld Against
ADRIAN GARDNER Management For For
DOV BAHARAV Management Withheld Against
JULIAN A. BRODSKY Management For For
ELI GELMAN Management For For
CHARLES E. FOSTER Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management Withheld Against
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2003.
03 APPROVAL OF AMENDMENT TO 1998 STOCK OPTION AND Management For For
INCENTIVE PLAN.
04 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
NOVARTIS AG NVS ANNUAL MEETING DATE: 02/24/2004
ISSUER: 66987V109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL Management For For
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2003.
02 APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS. Management For For
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS Management For For
AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.
04 CONVERSION OF GENERAL RESERVES INTO FREE RESERVES. Management For For
05 REDUCTION OF SHARE CAPITAL. Management For For
06 FURTHER SHARE REPURCHASE PROGRAM. Management For For
07 AMENDMENT TO THE ARTICLES OF INCORPORATION. Management For For
8A ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.
8B ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.
8C ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.
9 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
KOREA ELECTRIC POWER CORPORATION KEP ANNUAL MEETING DATE: 03/19/2004
ISSUER: 500631106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF NON-CONSOLIDATED BALANCE SHEET, INCOME Management For *Management Position Unknown
STATEMENT AND THE PROPOSED APPROPRIATION OF RETAINED
EARNINGS IN RESPECT OF YEAR 2003, ALL PREPARED
IN ACCORDANCE WITH KOREAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ( GAAP ).
02 SELECTION OF THE PRESIDENT OF KEPCO. Management For *Management Position Unknown
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/28/2004
ISSUER: 758205108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1A TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
FOR THE YEAR ENDED 31 DECEMBER 2003, TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND AUDITORS.
O1B TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2003.
O2 TO DECLARE A FINAL DIVIDEND FOR 2003 ON THE COMPANY Management For For
S ORDINARY SHARES.
O3A TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
OF THE COMPANY.
O3B TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O4A TO APPOINT G J A VAN DE AAST AS A DIRECTOR OF Management For For
THE COMPANY.
O4B TO APPOINT M TABAKSBLAT AS A DIRECTOR OF THE COMPANY. Management For For
O4C TO APPOINT R W H STOMBERG AS A DIRECTOR OF THE Management For For
COMPANY.
O4D TO APPOINT LORD SHARMAN OF REDLYNCH OBE AS A Management For For
DIRECTOR OF THE COMPANY.
O5 ALLOTMENT OF SHARES Management For For
S6 DIAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S7 AUTHORITY TO PURCHASE OWN SHARES. Management For For
INTERNATIONAL POWER PLC IPR ANNUAL MEETING DATE: 05/11/2004
ISSUER: 46018M104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS Management For For
O2 TO RE-APPOINT MARK WILLIAMSON AS A DIRECTOR Management For For
O3 TO RE-APPOINT STEPHEN RILEY AS A DIRECTOR Management For For
O4 TO RE-APPOINT ANTHONY CONCANNON AS A DIRECTOR Management For For
O5 TO RE-APPOINT SIR NEVILLE SIMMS AS A DIRECTOR Management For For
O6 TO RE-APPOINT KPMG AUDIT PLC AS AUDITORS AND Management For For
TO AUTHORISE THE DIRECTORS TO SET THEIR REMUNERATION
O7 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
S8 GENERAL AUTHORITY TO ALLOT SHARES (ORDINARY RESOLUTION) Management For For
S9 DISAPPLICATION OF PRE-EMPTION RIGHTS (SPECIAL Management For For
RESOLUTION)
S10 AUTHORITY TO PURCHASE OWN SHARES (SPECIAL RESOLUTION) Management For For
PRECISION DRILLING CORPORATION PDS SPECIAL MEETING DATE: 05/11/2004
ISSUER: 74022D100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT AS DIRECTORS FOR THE ENSUING YEAR: W.C. Management For For
(MICKEY) DUNN, ROBERT J.S. GIBSON, MURRAY K.
MULLEN, PATRICK M. MURRAY, FRED W. PHEASEY, ROBERT
L. PHILLIPS, HANK B. SWARTOUT, H. GARTH WIGGINS.
02 TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS AS Management For For
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR.
03 TO APPROVE THE 2004 STOCK OPTION PLAN AS DESCRIBED Management For For
IN THE MANAGEMENT INFORMATION CIRCULAR.
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM ANNUAL MEETING DATE: 05/11/2004
ISSUER: 874039100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
05 TO ACCEPT 2003 BUSINESS REPORT AND FINANCIAL STATEMENTS. Management For For
06 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2003 Management For For
PROFITS.
07 TO APPROVE THE CAPITALIZATION OF 2003 DIVIDENDS Management For For
AND EMPLOYEE PROFIT SHARING.
UNILEVER PLC UL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 904767704 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT & ACCOUNTS FOR THE YEAR Management For For
ENDED DECEMBER 31, 2003.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
FOR THE YEAR ENDED DECEMBER 31, 2003.
03 TO DECLARE A DIVIDEND OF 11.92 PENCE ON THE ORDINARY Management For For
SHARES.
04 DIRECTOR Management For
NWA FITZGERALD, KBE* Management For For
A BURGMANS* Management For For
AC BUTLER* Management For For
PJ CESCAU* Management For For
KB DADISETH* Management For For
AR BARON VAN HEEMSTRA* Management For For
RHP MARKHAM* Management For For
CJ VAN DER GRAAF Management For For
LORD BRITTAN Management For For
BARONESS CHALKER Management For For
B COLLOMB Management For For
W DIK Management For For
O FANJUL Management For For
CX GONZALEZ Management For For
H KOPPER Management For For
LORD SIMON Management For For
J VAN DER VEER Management For For
21 TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For For
LLP AS AUDITORS OF THE COMPANY
22 TO AUTHORIZE THE DIRECTORS TO FIX Management For For
THE AUDITORS REMUNERATION.
23 TO RENEW THE AUTHORITY TO Management For For
DIRECTORS TO ISSUE SHARES.
24 TO RENEW THE AUTHORITY TO DIRECTORS Management For For
TO DISAPPLY PRE-EMPTION RIGHTS
25 TO RENEW THE AUTHORITY TO THE Management For For
COMPANY TO PURCHASE ITS OWN SHARES.
26 TO CHANGE THE ARTICLES TO Management For For
REFLECT CORPORATE GOVERNANCE CHANGES--
APPENDIX 1 TO NOTICE OF MEETING.
27 TO CHANGE THE ARTICLES FOR TREASURY Management For For
SHARES AND OTHER MINOR CHANGES--
APPENDIX 2 TO NOTICE OF MEETING.
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2004
ISSUER: 835699307 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
C1 TO AMEND A PART OF THE ARTICLES OF INCORPORATION. Management For For
C2 TO ELECT 16 DIRECTORS. Management Abstain Against
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
C4 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF SUBSIDIARY TRACKING STOCK OF THE CORPORATION
FOR THE PURPOSE OF GRANTING STOCK OPTIONS.
S5 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS OF REMUNERATION
AND OTHER AMOUNTS PAID TO EACH DIRECTOR AND CORPORATE
EXECUTIVE OFFICER.
Exeter Fund, Inc. Pro-Blend Conservative Term Series
TICKER: EXDAX
PROXY VOTING RECORD
7/1/2003-6/30/2004
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/23/2003
ISSUER: 755081106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM P. CARMICHAEL Management For For
KENT J. HUSSEY Management For For
PHILIP F. PELLEGRINO Management For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2003.
BANK POLSKA KASA OPIEKI -GRUPA PEKAO S.A., WARSZAWA EGM MEETING DATE: 07/25/2003
ISSUER: X0641X106000 ISIN: PLPEKAO00016 BLOCKING
SEDOL: 5473113
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING OF THE MEETING Management Abstain *Management Position Unknown
2. ELECT THE CHAIRMAN Management Abstain *Management Position Unknown
3. ACKNOWLEDGE THAT THE MEETING HAS BEEN CONVENED Management Abstain *Management Position Unknown
IN CONFORMITY OF REGULATIONS AND ASSUMING ITS
CAPABILITY TO PASS VALID RESOLUTIONS
4. ELECT THE VOTING COMMISSION Management Abstain *Management Position Unknown
5. APPROVE THE AGENDA Management Abstain *Management Position Unknown
6. APPROVE TO REVIEW THE MOTION AND APPROVAL REGARDING Management Abstain *Management Position Unknown
THE MOTIVATION PROGRAM FOR THE MANAGEMENT AND
EMPLOYEES OF THE BANK
7. APPROVE TO REVIEW THE MOTION AND APPROVAL REGARDING Management Abstain *Management Position Unknown
THE INSCRIBED BONDS OF A, B, C AND D SERIES AND
EXCLUDING THE RIGHTS ISSUE OF F AND G SERIES
SHARES A,B,C AND D BONDS
8. APPROVE TO REVIEW THE MOTION AND APPROVAL REGARDING Management Abstain *Management Position Unknown
THE SHARE CAPITAL INCREASE EXCLUDING THE RIGHTS
ISSUE OF F AND G SERIES SHARES AND CHANGE IN
THE STATUTES TEXT
9. APPROVE TO REVIEW THE MOTION AND APPROVAL ON Management Abstain *Management Position Unknown
THE ADMISSION OF F AND G SERIES SHARES TO THE
PUBLIC TRADING
11. FREE MOTIONS Management Abstain *Management Position Unknown
10. AMEND THE STATUTES TEXT AND AUTHORIZE THE SUPERVISORY Management Abstain *Management Position Unknown
BOARD TO FIX THE UNIFORM STATUTES TEXT
12. CLOSING OF THE MEETING Management Abstain *Management Position Unknown
KOREA ELECTRIC POWER CORPORATION KEP SPECIAL MEETING DATE: 07/31/2003
ISSUER: 500631106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 SELECTION OF BOARD OF DIRECTORS Management For *Management Position Unknown
02 AMENDMENT TO THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) AGM MEETING DATE: 07/31/2003
ISSUER: G94697102000 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For *Management Position Unknown
STATEMENTS FOR THE YE 31 MAR 2003
2. DECLARE A FINAL DIVIDEND OF 1.2C FOR THE YE 31 Management For *Management Position Unknown
MAR 2003
3.a RE-ELECT MR. R.A. BARNES AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.b RE-ELECT MR. J. FOLEY AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WIT H THE ARTICLES
OF ASSOCIATION
3.c RE-ELECT MR. O.C. KUSEL AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE W ITH THE ARTICLES
OF ASSOCIATION
3.d RE-ELECT MR. S. MICHAELS AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.e RE-ELECT MR. C. MCGILLIVARY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION IN ACCORDAN CE WITH THE ARTICLES
OF ASSOCIATION
3.f RE-ELECT MR. F.A. WEDGWOOD AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN ACCORDANCE WITH THE A RTICLES OF ASSOCIATION
4. ELECT MR. PATRICK J. MOLLOY AS A DIRECTOR Management For *Management Position Unknown
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
S.6 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
24 OF THE COMPANIES AMENDMENT A CT, 1983, TO
ALLOT AND ISSUE THE SECURITIES OF THE COMPANY
REFERRED IN ARTICLE 7 OF THE ARTICLES OF ASSOCIATION
AND SUBJECT TO THE TERMS AND CONDITIONS IN I
T; AUTHORITY EXPIRES THE EARLIER OF THE DATE
OF THE NEXT AGM OF THE COMPANY O R 30 OCT 2004
S.7 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF Management For *Management Position Unknown
THE COMPANY SECTION 155 OF THE COMPANIES ACT,
1963 , TO MAKE MARKET PURCHASES SECTION 212
OF THE COMPANIES ACT, 1990 OF SHARES OF ANY
CLASS OF THE COMPANY SUBJECT TO THE PROVISIONS
OF THE COMPANIES ACT, 1990 AND THE RESTRICTIONS
AND PROVISIONS IN ARTICLE 9 OF TH E ARTICLES
OF ASSOCIATION AND THE RE-ISSUE PRICE RANGE AT
WHICH ANY TREASURY S HARES SECTION 209 OF THE
COMPANIES ACT, 1990 HELD BY THE COMPANY MAY
BE RE-I SSUED OFF-MARKET SHALL BE THE PRICE RANGE
IN ARTICLE 10 OF THE ARTICLES OF ASS OCIATION;
AND AUTHORITY EXPIRES THE EARLIER OF THE NEXT
AGM OF THE COMPANY OR 30 OCT 2004
8. GRANT AUTHORITY, PURSUANT TO THE PROVISIONS OF Management For *Management Position Unknown
SECTION 140 OF THE COMPANIES AC T, 1963, TO CONVENE
AND HOLD THE NEXT AGM OF THE COMPANY AT ANY LOCATION
OUTSI DE THE STATE AS DETERMINED BY THE DIRECTORS
AT THEIR SOLE AND ABSOLUTE DISCRET ION
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/03/2003
ISSUER: 832248108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH W. LUTER, III Management For For
WENDELL H. MURPHY Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MAY 2, 2004.
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/12/2003
ISSUER: 94769M105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BROOKE Management For For
JAMES V. MANNING Management For For
MARTIN J. WYGOD Management For For
02 TO RATIFY AND APPROVE AN AMENDMENT TO WEBMD S Management Against Against
2000 LONG-TERM INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES THAT MAY BE ISSUED UNDER THE
PLAN BY 9.5 MILLION SHARES TO A TOTAL OF 29.5
MILLION SHARES.
03 TO APPROVE AN AMENDMENT TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK BY 300 MILLION SHARES
TO 900 MILLION SHARES.
ACTIVISION, INC. ATVI ANNUAL MEETING DATE: 09/18/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT A. KOTICK Management For
BRIAN G. KELLY Management For
RONALD DOORNINK Management For
KENNETH L. HENDERSON Management For
BARBARA S. ISGUR Management For
STEVEN T. MAYER Management For
ROBERT J. MORGADO Management For
02 THE APPROVAL OF THE AMENDMENT TO THE AMENDED Management Against
AND RESTATED CERTIFICATE OF INCORPORATION.
03 APPROVAL OF THE ADOPTION OF THE ACTIVISION 2003 Management Against
INCENTIVE PLAN.
04 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MARCH 31, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
02 Against
03 Against
04 For
APPLERA CORPORATION ABI ANNUAL MEETING DATE: 10/16/2003
ISSUER: 038020103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RICHARD H. AYERS Management For
JEAN-LUC BELINGARD Management For
ROBERT H. HAYES Management For
ARNOLD J. LEVINE Management Withheld
WILLIAM H. LONGFIELD Management For
THEODORE E. MARTIN Management For
CAROLYN W. SLAYMAN Management For
ORIN R. SMITH Management For
JAMES R. TOBIN Management For
TONY L. WHITE Management For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JUNE 30, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
Against
For
For
For
For
For
For
02 For
NDCHEALTH CORPORATION NDC ANNUAL MEETING DATE: 10/23/2003
ISSUER: 639480102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WALTER M. HOFF Management For For
NEIL WILLIAMS Management For For
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2003
ISSUER: 518439104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
IRVINE O. HOCKADAY, JR. Management For
FRED H. LANGHAMMER Management For
ROSE MARIE BRAVO Management For
02 APPROVAL OF THE EXECUTIVE ANNUAL INCENTIVE PLAN. Management For
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For
AUDITORS FOR THE 2004 FISCAL YEAR.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
ODFJELL ASA EGM MEETING DATE: 11/06/2003
ISSUER: R64958110000 ISIN: NO0003399909
SEDOL: 4852650
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING OF THE MEETING BY MR. B.D. ODFJELL JR., Management For *Management Position Unknown
CHAIRMAN OF THE BOARD, AND THE REGISTRATION OF
THE SHAREHOLDERS ATTENDING
2. ELECT THE CHAIRPERSON AND A SHAREHOLDER TO SIGN Management For *Management Position Unknown
THE MINUTES JOINTLY WITH THE CHAIRPERSON
3. APPROVE THE NOTICE OF MEETING AND THE AGENDA Management For *Management Position Unknown
4. ELECT ONE OR TWO NEW BOARD MEMBERS Management For *Management Position Unknown
CARDIAC SCIENCE, INC. DFIB ANNUAL MEETING DATE: 11/17/2003
ISSUER: 141410209 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RAYMOND W. COHEN Management Withheld Against
HOWARD L. EVERS Management For For
PETER CROSBY Management For For
BRIAN H. DOVEY Management For For
RAY E. NEWTON III Management For For
JEFFREY O'DONNELL SR. Management For For
BRUCE BARCLAY Management For For
02 APPROVAL TO AMEND OUR 1997 STOCK OPTION/STOCK Management Against Against
ISSUANCE PLAN.
03 APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS OUR Management For For
INDEPENDENT ACCOUNTANTS.
KONINKLIJKE AHOLD NV AGM MEETING DATE: 11/26/2003
ISSUER: N0139V100000 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING Non-Voting *Management Position Unknown
2. RECEIVE THE REPORT FOR THE FY 2002 BY THE BOARD Management For *Management Position Unknown
OF MANAGEMENT
3. APPROVE THE ANNUAL ACCOUNT FOR 2002 Management For *Management Position Unknown
4. APPROVE THE COMPOSITION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6.A AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
THE APPROVAL OF SUPERVISORY BOARD, TO ISSUE NEW
ORDINARY SHARES AND CUMULATIVE PREFERRED FINANCING
SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
THE APPROVAL OF SUPERVISORY BOARD, TO RESTRICT
OR EXCLUDE THE PRE-EMPTIVE RIGHT OF HOLDERS OF
ORDINARY SHARES ON THE ISSUE OF NEW SHARES
7. AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
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 Management For *Management Position Unknown
9. QUESTIONS AND CLOSING Non-Voting *Management Position Unknown
ROBERT MONDAVI CORPORATION MOND ANNUAL MEETING DATE: 12/12/2003
ISSUER: 609200100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
PHILIP GREER Management For
ANTHONY GREENER Management For
JOHN M. THOMPSON Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR.
03 TO APPROVE AN AMENDMENT TO THE 1993 EQUITY INCENTIVE Management Against
PLAN TO RESERVE AN ADDITIONAL 900,000 SHARES
OF CLASS A COMMON STOCK FOR ISSUANCE UNDER THAT
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 Against
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 12/16/2003
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. LESLIE DENEND Management For For
MR. GEORGE SAMENUK Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES OF THE
COMPANY S COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER BY 2,000,000 SHARES.
03 TO APPROVE AMENDMENTS TO THE STOCK OPTION PLAN Management Against Against
FOR OUTSIDE DIRECTORS TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE INITIAL STOCK OPTION
GRANT TO NON-EMPLOYEE DIRECTORS BY 5,000 TO 50,000
SHARES OF COMMON STOCK AND TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE SUBSEQUENT ANNUAL GRANTS
BY 5,000 SHARES TO 25,000 SHARES OF COMMON STOCK.
04 TO APPROVE AN AMENDMENT TO THE 2002 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES OF THE COMPANY S COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
ODFJELL ASA EGM MEETING DATE: 12/23/2003
ISSUER: R64958110000 ISIN: NO0003399909
SEDOL: 4852650
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING OF THE EGM BY MR. B.D. ODFJELL JR., CHAIRMAN Management For *Management Position Unknown
OF THE BOARD AND REGISTRATION OF THE SHAREHOLDERS
ATTENDING
2. ELECT A CHAIRPERSON AND A SHAREHOLDER TO SIGN Management For *Management Position Unknown
THE MINUTES JOINTLY WITH THE CHAIRPERSON
3. APPROVE THE NOTICE OF THE MEETING AND THE AGENDA Management For *Management Position Unknown
4. APPROVE AN EXTRAORDINARY DISTRIBUTION OF DIVIDEND Management For *Management Position Unknown
OF NOK 4.00 PER SHARE BASEDON THE BALANCE SHEET
AS PER 31 DEC 2002 AND THE EXTRAORDINARY DIVIDEND
TOTALS NOK 86,768,948.00 AND PAYABLE ON 30 DEC
2003 TO THE HOLDERS OF 23 DEC 2003
ACTIVISION, INC. ATVI SPECIAL MEETING DATE: 12/29/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE APPROVAL OF THE PROPOSED AMENDMENT TO THE Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
SYLVAN INC. SYLN ANNUAL MEETING DATE: 12/29/2003
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. BENNETT Management For For
MONIR K. ELZALAKI Management Withheld Against
JEANINE C. HELLER Management Withheld Against
VIRGIL H. JURGENSMEYER Management For For
NELSON OBUS Management For For
DENNIS C. ZENSEN Management Withheld Against
BANCA INTESA SPA, MILANO OGM MEETING DATE: 01/13/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
13 JAN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
FOR THE YEARS 2004, 2005 AND 2006 AFTER STATING
THEIR NUMBER AND APPROVE TO FIX THE REMUNERATION
OF THE EXECUTIVE COMMITTEE AS FOR ARTICLE 2389
OF THE CIVIL LAW AND THE YEARLY EMOLUMENTS AND
MEDALS FOR PRESENCE AS FOR ARTICLE 18 OF THE
BY-LAW
* PLEASE NOTE THAT THE OGM TO BE HELD ON 29 DEC Non-Voting *Management Position Unknown
2003 HAS BEEN POSTPONED AND THESECOND CONVOCATION
WILL BE HELD ON 13 JAN 2004. PLEASE ALSO NOTE
THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/22/2004
ISSUER: G02602103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
BRUCE K. ANDERSON Management Withheld Against
AVINOAM NAOR Management Withheld Against
ADRIAN GARDNER Management For For
DOV BAHARAV Management Withheld Against
JULIAN A. BRODSKY Management For For
ELI GELMAN Management For For
CHARLES E. FOSTER Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management Withheld Against
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2003.
03 APPROVAL OF AMENDMENT TO 1998 STOCK OPTION AND Management For For
INCENTIVE PLAN.
04 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
SIEMENS AG AGM MEETING DATE: 01/22/2004
ISSUER: D69671218000 ISIN: DE0007236101
SEDOL: 0798725, 4617008, 5727973, 5735222, 5735233, 5735288, 5750399, 5751615
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management For *Management Position Unknown
ANNUAL REPORT FOR THE 2002/2003 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 979,952,931.10 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.10 PER ENTITLED NO-PAR
SHARE AND THE DIVIDEND ON THE SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 23 JAN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Management For *Management Position Unknown
FOR THE 2003/2004 FY
6. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF THE SHARE CAPITAL, ONCE OR MORE
THAN ONCE BETWEEN 01 MAR 04 AND 21 JUL 05 AND
THE PRICE PAID FOR SUCH SHARES SHALL DEVIATE
NEITHER MORE THAN 10% FROM THEIR MARKET PRICE
IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THEY ARE ACQUIRED THROUGH
A REPURCHASE OFFER OR AN OFFER TO EXCHANGE THE
SHARES FOR INFINEON SHARES AND TO RETIRE THE
SHARES, TO USE THE SHARES WITHIN THE SCOPE OF
THE COMPANY S STOCK OPTION PLANS, TO OFFER THE
SHARES TO THE EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES OR TO BONDHOLDERS AND TO USE THE SHARES
FOR REMUNERATION PURPOSES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY UP TO EUR 600,000,000
THROUGH THE ISSUE OF UP TO 200,000,000 NEW REGISTERED
NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR
KIND, ONCE OR MORE THAN ONCE ON OR BEFORE 21
JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL INCREASE AGAINST
CONTRIBUTIONS IN KIND, FOR RESIDUAL AMOUNTS,
IN ORDER TO GRANT SUCH RIGHTS TO BONDHOLDERS
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH OF UP TO 10% OF THE SHARE CAPITAL IF
THE SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE AND THE AUTHORIZED CAPITAL
2001/I AND 2003 SHALL BE REVOKED AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE BONDS OF UP TO EUR 11,250,000,000 CONFERRING
CONVERTIBLE OR OPTION RIGHTS FOR NEW SHARES OF
THE COMPANY, ONCE OR MORE THAN ONCE ON OR BEFORE
21 JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR THE ISSUE OF BONDS AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS AND IN ORDER TO GRANT
SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR OPTION
RIGHTS; AND THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 733,527,750
THROUGH THE ISSUE OF UP TO 244,509,250 REG. NO-PAR
SHARES, INSOFAR AS CONVERTIBLE OR OPTION RIGHTS
ARE EXERCISED CONTINGENT CAPITAL 2004 AND THE
EXISTING AUTHORIZATION AND THE CORRESPONDING
CONTINGENT CAPITAL 2003 SHALL BE REVOKED; AND
AMEND THE CORRESPONDING ARTICLES OF ASSOCIATION
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting *Management Position Unknown
THAT SIEMENS AG SHARES ARE ISSUED IN REGISTERED
FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING
IN ORDER TO ENTITLE YOU TO VOTE. IF YOU HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/04/2004
ISSUER: 922206107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN G. MCDONALD Management For For
WAYNE R. MOON Management For For
02 APPROVAL OF AMENDED AND RESTATED MANAGEMENT INCENTIVE Management For For
PLAN
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/12/2004
ISSUER: 050095108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DEBORAH A. BECK Management For For
ROBERT W. BURGESS Management For For
GEORGE S. DOTSON Management For For
HANS HELMERICH Management For For
JOHN R. IRWIN Management For For
WILLIAM J. MORRISSEY Management For For
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/18/2004
ISSUER: 549463107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KARL J. KRAPEK Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
02 DIRECTORS PROPOSAL TO DECLASSIFY THE BOARD AND Management For For
TO ALLOW FOR THE REMOVAL OF DIRECTORS WITHOUT
CAUSE
03 DIRECTORS PROPOSAL TO APPROVE OUR 2004 EQUITY Management For For
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
04 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
05 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE SEVERANCE AGREEMENTS
06 SHAREOWNER PROPOSAL TO DISCONTINUE EXECUTIVE Shareholder Against For
EQUITY COMPENSATION PROGRAMS AFTER EXPIRATION
OF EXISTING COMMITMENTS
AMERICAN ITALIAN PASTA COMPANY PLB ANNUAL MEETING DATE: 02/19/2004
ISSUER: 027070101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
TIM M. POLLAK Management For For
WILLIAM R. PATTERSON Management For For
TERENCE C. O'BRIEN Management For For
02 AN AMENDMENT TO THE 2000 EQUITY PLAN TO INCREASE Management For For
THE SHARES AVAILABLE UNDER THE PLAN FROM 1,000,000
TO 1,800,000.
03 RATIFICATION OF THE BOARD OF DIRECTORS SELECTION Management For For
OF ERNST & YOUNG LLP TO SERVE AS AIPC S INDEPENDENT
AUDITORS FOR FISCAL YEAR 2004.
NOVARTIS AG NVS ANNUAL MEETING DATE: 02/24/2004
ISSUER: 66987V109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL Management For For
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2003.
02 APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS. Management For For
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS Management For For
AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.
04 CONVERSION OF GENERAL RESERVES INTO FREE RESERVES. Management For For
05 REDUCTION OF SHARE CAPITAL. Management For For
06 FURTHER SHARE REPURCHASE PROGRAM. Management For For
07 AMENDMENT TO THE ARTICLES OF INCORPORATION. Management For For
8A ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.
8B ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.
8C ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.
9 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
KONINKLIJKE AHOLD N.V. AHO SPECIAL MEETING DATE: 03/03/2004
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
03 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION. Management
04 APPROVAL OF TERMS AND CONDITIONS CONVERSION RIGHTS Management
CUMULATIVE PREFERRED FINANCING SHARES.
05 ADOPTION OF THE CORPORATE EXECUTIVE BOARD S GENERAL Management
REMUNERATION POLICY.
06 INVESTIGATIONS BY PUBLIC BODIES AND SUPERVISORY Management
BODIES AS WELL AS CURRENT LAWSUITS. - TERMINATION
VEB PROCEEDINGS.
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK EGM MEETING DATE: 03/10/2004
ISSUER: Y71474129000 ISIN: ID1000057904
SEDOL: 6291745
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPLACEMENT OF ANNUAL REPORT AND Management For *Management Position Unknown
CONSOLIDATED FINANCIAL STATEMENTFOR THE YEAR
2002, THAT WERE RACTIFIED IN THE EGM ON 09 MAY
2003
2. APPROVE THE ANNUAL REPORT 2002 AND RATIFICATION Management For *Management Position Unknown
OF THE CONSOLIDATED FINANCIALSTATEMENT OF 2002
THAT HAVE BEEN RESTATED AND RE-AUDITED
3. APPROVE TO RATIFY THE RE-STATED CONSOLIDATED Management For *Management Position Unknown
FINANCIAL STATEMENT OF 2000 AND 2001
4. APPROVE THE RESTATEMENT OF THE COMPANY NET INCOME Management For *Management Position Unknown
ALLOCATION FOR THE YEAR 2000, 2001 AND 2002
5. AMEND THE COMPOSITION OF THE BOARD OF COMMISSIONERS Management For *Management Position Unknown
AND BOARD OF DIRECTORS
CLUB MEDITERRANEE SA, PARIS MIX MEETING DATE: 03/11/2004
ISSUER: F18690101000 ISIN: FR0000121568 BLOCKING
SEDOL: 4204370, 4204422, 4575377, 5257726
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT AND THE Management For *Management Position Unknown
GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY CLOSED ON 31
OCT 2003; AND GRANT PERMANENT DISCHARGE TO THE
MEMBERS OF EXECUTIVE COMMITTEE AND THE SUPERVISORY
BOARD FOR THE COMPLETION OF ITS ASSIGNMENT FOR
THE CURRENT YEAR
O.2 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For *Management Position Unknown
PRESENTED AND THE EXECUTIVE COMMITTEE REPORT
FOR THE GROUP IS INCLUDED IN THE SUPERVISORY
BOARD REPORT; AND APPROVE THE NET INCOME OF SHARE
GROUP: EUR (-) 94,430,000.00
O.3 APPROVE TO CHARGE THE RECORDED LOSSES OF EUR Management For *Management Position Unknown
133,549,951.00 TO THE RETAINED LOSSES ACCOUNT;
APPROVE THE RETAINED LOSSES ACCOUNT WILL SHOW
A NEW BALANCE OF EUR 247,351,130.00; AND IN ACCORDANCE
WITH PROVISION OF THE LAW
O.4 APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE L.225-38 AND FOLLOWING
OF THE COMMERCIAL LAW
O.5 APPROVE TO ALLOCATE EUR 305,000.00 TO THE MEMBERS Management For *Management Position Unknown
OF THE EXECUTIVE COMMITTEE AS ATTENDANCE FEES
O.6 RATIFY THE APPOINTMENT OF MR. ANNE-CLAIRE TAITTINGER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.7 RATIFY THE APPOINTMENT OF MR. ETIENNE BERTIER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.8 RATIFY THE APPOINTMENT OF MR. SAUD AL-SULAIMAN Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.9 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 17 MAR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 70.00;
MINIMUM SELLING PRICE: EUR 30.00; AND MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
E.10 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management For *Management Position Unknown
IN FRANCE OR ABROAD, WITH THE ISSUE OF TRANSFERABLE
SECURITIES WITHOUT THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR 15,000,000.00;
AND AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.11 AMEND THE ARTICLES OF ASSOCIATION NO.7 Management For *Management Position Unknown
O.12 AMEND THE ARTICLES OF ASSOCIATION NO.25 Management For *Management Position Unknown
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
BANCO COMERCIAL PORTUGUES SA BCP, PORTO AGM MEETING DATE: 03/15/2004
ISSUER: X03188137000 ISIN: PTBCP0AM0007 BLOCKING
SEDOL: 0924199, 4070258, 5812493, 5816859, 7217739
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE 2003 ANNUAL REPORT AND RESULTS AND Management *Management Position Unknown
THE 2003 CONSOLIDATE ANNUAL REPORT AND 2003 CONSOLIDATED
RESULTS
2. APPROVE TO APPROPRIATE THE PROFITS Management *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management *Management Position Unknown
S MANAGEMENT AND AUDITING
4. AMEND THE COMPANY S BY-LAWS Management *Management Position Unknown
5. RATIFY THE CO-OPTATION OF ONE MEMBER OF THE SENIOR Management *Management Position Unknown
BOARD TO FULFIL A VACANCY
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management *Management Position Unknown
7. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management *Management Position Unknown
KOREA ELECTRIC POWER CORPORATION KEP ANNUAL MEETING DATE: 03/19/2004
ISSUER: 500631106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF NON-CONSOLIDATED BALANCE SHEET, INCOME Management For *Management Position Unknown
STATEMENT AND THE PROPOSED APPROPRIATION OF RETAINED
EARNINGS IN RESPECT OF YEAR 2003, ALL PREPARED
IN ACCORDANCE WITH KOREAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ( GAAP ).
02 SELECTION OF THE PRESIDENT OF KEPCO. Management For *Management Position Unknown
DOUGLAS HOLDING AG AGM MEETING DATE: 03/24/2004
ISSUER: D2290M102000 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY FROM 01 JAN TO 30 SEP 2003,
WITH THE REPORT OF THE SUPERVISORY BOARD, THE
GROUP FINANCIAL STATEMENTS AND THE GROUP ANNUAL
REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 30,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.75 PER NO-PAR SHARE; EUR
695,581.50 BE CARRIED FORWARD; EX-DIVIDEND; AND
PAYABLE DATE: 25 MAR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
ITS SHARE CAPITAL, AT PRICE NOT MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
23 SEP 2005 AND TO RETIRE THE SHARES, TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THEY ARE SOLD
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, AND TO USE THE SHARES FOR ACQUISITION
PURPOSES
6. APPOINT SUSAT & PARTNER, HAMBURG AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2003/2004
BRISA AUTO ESTRADAS DE PORTUGAL SA, SAO DOMINGOS DE RANA AGM MEETING DATE: 03/25/2004
ISSUER: X07448107000 ISIN: PTBRI0AM0000 BLOCKING
SEDOL: 5369193, 5378928, 5803925, 5821574
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2003 ANNUAL REPORT AND RESULTS Management For *Management Position Unknown
2. APPROVE THE 2003 CONSOLIDATED REPORT AND ALSO Management For *Management Position Unknown
THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
5. APPROVE THE REPORT OF THE INCENTIVE PLAN TO THE Management For *Management Position Unknown
MANAGEMENT
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
BRISA AUTO ESTRADAS DE PORTUGAL SA, SAO DOMINGOS DE RANA AGM MEETING DATE: 03/25/2004
ISSUER: X07448107000 ISIN: PTBRI0AM0000 BLOCKING
SEDOL: 5369193, 5378928, 5803925, 5821574
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
# 126591 DUE TO THE ADDITIONOF A RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE 2003 ANNUAL REPORT AND RESULTS Management For *Management Position Unknown
2. APPROVE THE 2003 CONSOLIDATED REPORT AND ALSO Management For *Management Position Unknown
THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
5. APPROVE THE REPORT OF THE INCENTIVE PLAN TO THE Management For *Management Position Unknown
MANAGEMENT
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
7. ELECT THE SALARY COMMISSION Management For *Management Position Unknown
MERCK KGAA, DARMSTADT AGM MEETING DATE: 03/26/2004
ISSUER: D5357W103000 ISIN: DE0006599905 BLOCKING
SEDOL: 4741844, 4743033
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003, ALONGWITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2003 Management For *Management Position Unknown
3. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 40,201,879.19 ASFOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.80 PER NO-PAR SHARE EUR
601,879.99 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 29 MAR 2004
4. RATIFY THE ACTS OF THE COMPANY S MANAGEMENT Management For *Management Position Unknown
5. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPOINT KPMG, MANNHEIM AS THE AUDITORS FOR THE Management For *Management Position Unknown
FY 2004
7. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
8. AUTHORIZE THE MANAGEMENT WITH THE CONSENT OF Management For *Management Position Unknown
THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 64,349,997.40 THROUGH THE
ISSUE OF NEW SHARES AGAINST PAYMENT IN CASH OR
KIND, ON OR BEFORE 31 MAR 2009; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
A CAPITAL INCREASE AGAINST CASH PAYMENT OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
LONZA GROUP AG, ZUERICH AGM MEETING DATE: 03/31/2004
ISSUER: H50524133000 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* PLEASE BE ADVISED THAT THIS IS A REVISION DUE Non-Voting
TO THE REVISED CUTOFF DATE. IFYOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RE-SEND THIS PROXY
FORM UNLESS YOU WISH TO AMEND YOU VOTING INSTRUCTIONS.
THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
* *Management Position Unknown
LONZA GROUP AG, ZUERICH AGM MEETING DATE: 03/31/2004
ISSUER: H50524133000 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS 2003 Management For *Management Position Unknown
AND THE REPORT OF THE AUDITORS
2. APPROVE THE ACCOUNTS OF THE GROUP 2003 REPORT Management For *Management Position Unknown
OF THE GROUP AUDITOR
3. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management For *Management Position Unknown
4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS ALSO ACTING AS GROUP AUDITOR Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING#122276, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST HAVE BEEN NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
BECKMAN COULTER, INC. BEC ANNUAL MEETING DATE: 04/01/2004
ISSUER: 075811109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RONALD W. DOLLENS Management Withheld
CHARLES A. HAGGERTY Management For
WILLIAM N. KELLEY, M.D. Management For
02 APPROVAL OF THE COMPANY S 2004 LONG-TERM PERFORMANCE Management For
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
For
For
02 For
ENDESA SA, MADRID OGM MEETING DATE: 04/02/2004
ISSUER: E41222113000 ISIN: ES0130670112
SEDOL: 2615424, 4315368, 5271782, 5285501, 5788806
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. EXAMINE AND, IF APPROPRIATE, APPROVAL OF THE Management For *Management Position Unknown
FINANCIAL STATEMENTS AND MANAGEMENT REPORT OF
THE COMPANY AND OF ITS CONSOLIDATED GROUP FOR
THE YEAR ENDED DECEMBER 31, 2003, AS WELL AS
THE CONDUCT OF THE COMPANY S BUSINESS IN THAT
FISCAL YEAR.
2. APPROPRIATION OF INCOME FOR THE YEAR AND DISTRIBUTION Management For *Management Position Unknown
OF DIVIDEND.
3. AMEND THE CORPORATE BYLAWS. A) NEW WORDING FOR Management For *Management Position Unknown
THE FOLLOWING ARTICLES OF THE CURRENT CORPORATE
BYLAWS: ARTICLE 16 (ISSUE OF DEBENTURES) AND
ARTICLE 33 (RIGHT TO INFORMATION). B) INSERTION
OF ONE NEW ARTICLE INTO THE CURRENT CORPORATE
BYLAWS, NAMELY, ARTICLE 30 BIS (VOTING AND REPRESENTATION
BY REMOTE MEANS OF COMMUNICATION).
4. AMEND THE STOCKHOLDERS MEETING REGULATIONS. Management For *Management Position Unknown
A) NEW WORDING FOR THE FOLLOWING ARTICLES OF
THE CURRENT STOCKHOLDERS MEETING REGULATIONS:
ARTICLE 9 (RIGHT TO INFORMATION), ARTICLE 12
(PUBLIC PROXY SOLICITATION) AND ARTICLE 18 (SPEECHES).
B) INSERTION OF ONE NEW ARTICLE INTO THE CURRENT
STOCKHOLDERS MEETING REGULATIONS, NAMELY ARTICLE
20 BIS (VOTING AND REPRESENTATION BY REMOTE MEANS
OF COMMUNICATION).
5. APPOINTMENT, ASSIGNMENT, RATIFICATION AND RENEWAL Management For *Management Position Unknown
PER THE BYLAWS OF DIRECTORS.F DIRECTORS
6. APPOINTMENT OF AUDITORS FOR THE COMPANY AND ITS Management For *Management Position Unknown
CONSOLIDATED GROUP.
7. AUTHORITY FOR THE COMPANY AND ITS SUBSIDIARIES Management For *Management Position Unknown
TO ACQUIRE TREASURY STOCK UNDER THE PROVISIONS
OF ARTICLE 75 AND ADDITIONAL PROVISION 1 OF THE
CORPORATIONS LAW.
8. AUTHORITY FOR THE BOARD OF DIRECTORS TO CARRY Management For *Management Position Unknown
OUT, IMPLEMENT AND, IF APPROPRIATE, RECTIFY ANY
RESOLUTIONS ADOPTED BY THE STOCKHOLDERS MEETING
AND TO DELEGATE ANY POWERS RECEIVED BY IT FROM
THE STOCKHOLDERS MEETING, AND GRANTING OF POWERS
TO HAVE THOSE RESOLUTIONS RECORDED IN A PUBLIC
DEED.
9. INFORMATION FOR THE STOCKHOLDERS MEETING CONCERNING Management For *Management Position Unknown
THE BOARD REGULATIONS ULATIONS
* PLEASE NOTE THAT THE MEETING HELD ON 01 APR 2004 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 02
APR 2004. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
CTI MOLECULAR IMAGING, INC. CTMI ANNUAL MEETING DATE: 04/06/2004
ISSUER: 22943D105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal
Number Proposal Type
01 DIRECTOR Management
WOLF-EKKEHARD BLANZ PHD Management
HAMILTON JORDAN Management
MICHAEL E. PHELPS, PHD Management
02 AS TO RATIFICATION OF THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS Management
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
03 AS TO APPROVAL AND ADOPTION OF AN AMENDMENT TO Management
THE CTI MOLECULAR IMAGING, INC. 2002 LONG-TERM
INCENTIVE PLAN.
VOTE GROUP: GLOBAL
Proposal Vote For or Against
Number Cast Mgmt.
01
Withheld Against
For For
Withheld Against
02 For For
03 For For
BANCA INTESA SPA, MILANO AGM MEETING DATE: 04/14/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
15 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003, THE DIRECTOR S REPORTS ON MANAGEMENT ACTIVITY,
THE INTERNAL AUDITORS REPORT AND THE ALLOCATION
OF PROFIT AND DISTRIBUTION OF AVAILABLE RESERVES
ALSO WITH ASSIGNMENT OF OWN SHARES, RESOLUTIONS
RELATED THERE TO
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/14/2004
ISSUER: 806857108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J. DEUTCH Management For For
J.S. GORELICK Management For For
A. GOULD Management For For
T. ISAAC Management For For
A. LAJOUS Management For For
A. LEVY-LANG Management For For
D. PRIMAT Management For For
T. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
03 APPROVAL OF ADOPTION OF THE 2004 STOCK AND DEFERRAL Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Management For For
GROUPE DANONE MIX MEETING DATE: 04/15/2004
ISSUER: F12033134000 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE THAT THE MEETING WILL BE HELD ON Non-Voting
15 APR 2004. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID AND YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET. THANK YOU
OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED
O.1 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management Take No Action
PROFITS FOR THE FY: EUR 191,383,293.40; PRIOR
RETAINED EARNINGS: EUR 1,391,592,951.81; DISTRIBUTABLE
PROFITS: EUR 1,582,976,245.21; GLOBAL DIVIDEND:
EUR 327,504,957.85; BALANCE CARRIED FORWARD:
EUR 1,255,471,287.36; AND THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 2.45, WITH A CORRESPONDING
TAX CREDIT OF EUR 1.225; THIS DIVIDEND WILL BE
PAID ON 11 MAY 2004
O.4 APPROVE TO RATIFY THE DECISION OF THE BOARD OF Management Take No Action
DIRECTORS TO TRANSFER THE HEAD OFFICE OF THE
COMPANY TO, 17 BOULEVARD HAUSSMANN, 75009 PARIS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. EMMANUEL Management Take No Action
FABER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF CABINET Management Take No Action
MAZARS AND GUERARD AS STATUTORY AUDITOR FOR A
PERIOD OF 6 YEARS
O.7 APPROVE TO MAINTAIN MR. JEROME SEYDOUX AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 1 YEAR
O.2 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management Take No Action
GENERAL AUDITORS REPORT AND APPROVE THE CONSOLIDATED
ACCOUNTS AND THE BALANCE SHEET FOR THE FY 2003,
AS PRESENTED TO IT
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCK Management Take No Action
RIBOUD AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF CABINET Management Take No Action
PRICEWATERHOUSECOOPERS AUDIT AS STATUTORY AUDITOR
FOR A PERIOD OF 6 YEARS
O.10 APPOINT PATRICK DE CAMBOURG AS THE DEPUTY AUDITOR Management Take No Action
FOR A PERIOD OF 6 YEARS
O.11 APPOINTS ANNE MONTEIL AS A DEPUTY AUDITOR FOR Management Take No Action
A PERIOD OF 6 YEARS
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 200.00;
MINIMUM SELLING PRICE: EUR 120.00; AND MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10; AUTHORITY
IS VALID FOR A PERIOD OF 18 MONTHS ; AND APPROVE
THAT THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION GIVEN BY
THE MIX MEETING OF 11 APR 2003
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
IN FRANCE OR ABROAD, WITH THE ISSUE OF TRANSFERABLE
SECURITIES WITH THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management Take No Action
THE ISSUE OF TRANSFERABLE SECURITIES WITHOUT
THE PREFERENTIAL SUBSCRIPTION RIGHT AND WITH
THE OPTION OF GRANTING A PREFERENCE PERIOD
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
IN FRANCE OR ABROAD, WITH THE ISSUE OF NEW SHARES
RESERVED OF THE EMPLOYEES OF THE COMPANY GROUPE
DANONE FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH
HAS BEEN ADOPTED
E.16 APPROVE, AFTER DELIBERATING ON THE BOARD OF DIRECTORS Management Take No Action
REPORT, TO OVERHAUL THE ARTICLES OF ASSOCIATION
IN ORDER TO HARMONIZE THEM WITH THE LEGAL PROVISIONS
IN FORCE AND MODIFIES THE ARTICLES NUMBERS 2,
11 AND 18
E.17 APPROVE TO PROCEED TO DIVIDED OF THE PAR VALUE Management Take No Action
OF THE SHARES OF THE COMPANY 2 NEW SHARES AGAINST
OF EUR 0.50
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.8 *Management Position Unknown
O.7 *Management Position Unknown
O.2 *Management Position Unknown
O.5 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
O.18 *Management Position Unknown
* *Management Position Unknown
RWE AG, ESSEN OGM MEETING DATE: 04/15/2004
ISSUER: D6629K109000 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORTS FOR THE 2003 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE APPROPRIATION
OF THE DISTRIBUTABLE PROFIT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 703,099,758.19 AS FOLLOWS: DECLARE
A DIVIDEND OF EUR 1.25 PER NO-PAR SHARE; EUR
93,508.19 BE CARRIED FORWARD; EX-DIVIDEND AND
PAYABLE DATE: 16 APR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT PRICEWATERHOUSECOOPERS, ESSEN, AS THE Management For *Management Position Unknown
AUDITORS FOR THE 2004 FY
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF THE SUPERVISORY BOARD RECEIVING
A DAILY ATTENDANCE FEE OF EUR 500 PER SUPERVISORY
BOARD MEETING OR COMMITTEE MEETING
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU
SCHERING AG AGM MEETING DATE: 04/16/2004
ISSUER: D67334108000 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE PRESENTATION OF THE FINANCIAL STATEMENTS Management For
AND ANNUAL REPORT FOR THE 2003 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT
2. RECEIVE RESOLUTION, ON THE APPROPRIATION OF THE Management For
DISTRIBUTIONS PROFIT OF EUR 223,420,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR .93 PER NO-PAR SHARE
EUR 43,000,000 SHALL BE ALLOCATED TO THE REVENUE
RESERVES EX-DIVIDEND AND PAYABLE DATE:19 APR
2004
3. RATIFY THE ACTS OF THE BOARD OF MDS Management For
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For
5. APPOINT THE AUDITORS FOR THE 2004 FY BDO DEUTSCHE Management For
WARENTREUHAND AG, BERLIN
6. RECEIVE RESOLUTION, ON THE CREATION OF THE AUTHORIZED Management For
CAPITAL, AND THE CORRESPONDENCE AMENDMENT TO
THE ARTICLE OF ASSOCIATION. THE BOARD OF MDS
SHALL AUTHORIZED, WIT THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARES CAPITAL BY UP TO
EUR 97,000,000 THROUGH THE ISSUE OF NEW SHARES
AGAINST CONTRIBUTIONS IN CASH OR KIND, ON OR
BEFORE 15 APR 2009. SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR A CAPITAL INCREASE
OF UP TO 10% OF THE SHARE CAPITAL AGAINST CONTRIBUTION
IN CASH IF THE SHARES ARE ISSUED AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE, FOR THE
ISSUE OF SHARES AGAINST CONTRIBUTIONS IN KIND,
FOR RESID-UAL AMOUNTS, AND IN ORDER TO GRANT
SUCH RIGHTS TO BONDHOLDERS
7. RECEIVE RESOLUTION, ON THE AUTHORIZATION TO ISSUE Management For
CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDENCE
AMENDMENT TO THE ARTICLE OF ASSOCIATION. THE
BOARD OF MDS SHALL AUTHORIZED, WIT THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP
TO EUR 600,000,000, HAVING A TERM OF UP TO 15
YEARS AND CONFERRING CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY, ONCE OR MORE
THAN ONCE ON OR BEFORE 15 APR 2009. SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND.OR
OPTION RIGHTS FOR SHARES OF THE COMPANY UP TO
10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY
BELOW THER THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE ISSUE OF BONDS TO HOLDERS
OF PREVIOUSLY ISSUED CONVERTIBLE OR OPTION RIGHTS.
THE COMPAY S SHARE CAPTIAL SHALL INCREASE ACCORDINGLY
BY UP TO EUR 10,000,000 THROUGH THE ISSUE OF
UP TO 10,000,000 NEW SHARES, INSOFAR AS CONVERTIBLE
AND/OR OPTION RIGHTS ARE EXERCISED
8. RECEIVE RESOLUTION, ONT HE REMUNERATION FOR THE Management For
SUPERVISORY BOARD, AND THE CORRESPONDENCE AMENDMENT
TO THE ARTICLE OF ASSOCIATION. EACH MEMBER OF
THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 50,000, A PROFIT RELATED
REMUNERATION FO EUR 250 FOR EVERY EUR 0.01 OF
THE EARNINGS PER SHARE IN EXCESS OF EUR 0.60,
AND A PERFORMANCE-RELATED REMUNERATION OF AT
LEAST EUR 60,000. THE CHAIRMAN ONE AND A HALF
TIMES THESE AMOUNTS. FURTHERMORE, THE SUPERVISORY
BOARD SHALL RECEIVE EUR 470,000 AS REMUNERATION
FOR COMMITTEE MEMBERS
9. AMEND THE ARTICLE OF ASSOCIATION Management For
11. ELECT THE SUPERVISORY BOARD Management For
10. AUTHORIZE TO ACQUIRE OWN SHARES. THE BOARD OF Management For
MDS SHALL BE AUTHORIZED TO ACQUIRE SHARES OF
THE COMPANY OF UP TO EUR 19,400,000, THROUGH
THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN
10% ABOVE, NOR MORE THAN 20% BELOW THE MARKET
PRICE OF THE SAHRES, OR BY WAY OF A REPURCHASE
OFFER AT A PRICE NOT DIFFERING MORE THAN 20%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
30 SEP 2005. THE BOARD OF MDS SHALL BE AUTHORIZED
TO RETIRE THE SHARES, TO USE THE SHARES FOR ACQUISITION
PURPOSES, TO OFFER THE SHARES TO BONDHOLDERS
OR TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES,
AND TO USE THE SHARES WITHIN THE SCOPE OF THE
COMPANYS STOCK OPTION PLAN
12. APPROVE THE PROFIT TRANSFER AGREEMENTS WITH THE Management For
COMPANYS WHOLLY-OWNED SUBSIDIARIES SCHERING DEUTSCHLAND
HOLDING AG, SCHERING FINNLAND HOLDING GMBH, PHARMA-VERLAGS-BUCHHANDLUNG
GMBH, SCHERING VERSICHERUNGS-VERMITTLUNG GMBH,
AND BERLAX 01 GMBH, EFFECTIVE UNTIL AT LEAST
31 DEC 2008
13. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For
WITH THE COMPANYS WHOLLY-OWNED SUBSIDIARY SCHERING
INTERNATIONAL HOLDING GMBH, EFFECTIVE UNTIL AT
LEAST 31 DEC 2008
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
11. *Management Position Unknown
10. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
SOCIEDADE DE INVESTIMENTO E GESTAO SGPS SA SEMAPA, LISBOA AGM MEETING DATE: 04/16/2004
ISSUER: X7936A113000 ISIN: PTSEM0AM0004 BLOCKING
SEDOL: 5962934
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, BALANCE SHEET AND Management For *Management Position Unknown
ACCOUNTS FOR 2003, AS WELL AS ONTHE SUPERVISORY
BOARD REPORT AND APPRECIATION
2. APPROVE THE CONSOLIDATED ACCOUNTS DOCUMENTS CONCERNING Management For *Management Position Unknown
THE SAME FY
3. APPROVE THE PROFIT APPLICATION Management For *Management Position Unknown
4. APPROVE THE COMPANY S MANAGING AND AUDITING Management For *Management Position Unknown
5. RECEIVE THE PROPOSAL OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
FOR THE ACQUISITION AND ALIENATION OF OWN SHARES
AND BONDS
6. RATIFY THE PERMANENT AND ALTERNATE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD UNDER THETERMS OF NUMBER
3 OF ARTICLE 50 OF THE DECREE-LAW 487/99 OF THE
16TH OF NOV
7. ELECT A MEMBER IN ORDER TO FULFILL A VACANCY Management For *Management Position Unknown
IN THE SUPERVISOR BOARD UNTIL THE END OF THE
MANDATE IN COURSE
HENKEL KGAA AGM MEETING DATE: 04/19/2004
ISSUER: D32051126000 ISIN: DE0006048432 BLOCKING
SEDOL: 4420314, 4420518, 5076705, 5084924, 5084946, 7159143
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting *Management Position Unknown
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE 2003
FINANCIAL STATEMENTS
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting *Management Position Unknown
PROFIT OF EUR 166,992,742.50 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.14 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.20 PER PREFERENCE
SHARE; AND EX-DIVIDEND AND PAYABLE DATE: 20 APR
2004
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE ACTS OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Non-Voting *Management Position Unknown
FOR THE FY 2004
7. ELECT THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
8. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE UP Non-Voting *Management Position Unknown
TO 10% OF OWN ORDINARY AND PREFERENCE SHARES,
AT A PRICE NOT DEVIATING MORE THAN 5% FROM THEIR
MARKET PRICE, ON OR BEFORE 18 OCT 2005; AND AUTHORIZE
THE GENERAL PARTNERS TO USE THE SHARES WITHIN
THE SCOPE OF THE COMPANY S STOCK INCENTIVE PLAN
OR FOR ACQUISITION PURPOSES, TO SELL THE SHARES
TO THIRD PARTIES AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE AND TO RETIRE THEIR SHARES
9. AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Non-Voting *Management Position Unknown
WITH THE GERMAN CORPORATE GOVERNANCE CODE
10. APPROVE THE COMPANY S CONTROL AND PROFIT TRANSFER Non-Voting *Management Position Unknown
AGREEMENT WITH ITS WHOLLY-OWNED SUBSIDIARY HENKEL
DORUS GMBH, EFFECTIVE FROM 01 JAN 2004, UNTIL
AT LEAST 31 DEC 2008
BANCO BPI SA, PORTO AGM MEETING DATE: 04/20/2004
ISSUER: X04608109000 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE MANAGEMENT REPORT, THE INDIVIDUAL Management For *Management Position Unknown
AND THE CONSOLIDATED ACCOUNTS OF 2003
2. APPROVE TO DISTRIBUTE THE YE RESULTS Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRAISAL OF THE MANAGEMENT Management For *Management Position Unknown
AND THE SUPERVISION OF THE COMPANY
4. APPROVE THE FULFILLMENT OF A VACANCY IN THE BOARD Management For *Management Position Unknown
OF DIRECTORS
5. AMEND ARTICLE 12 OF THE COMPANY S BY-LAWS Management For *Management Position Unknown
6. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management For *Management Position Unknown
SHARES
SOCIETE GENERALE PARIS MIX MEETING DATE: 04/20/2004
ISSUER: F43638141000 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. RECEIVE THE BOARD OF DIRECTORS REPORTS AND THE Management *Management Position Unknown
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
1,384,434,978.87 TAX PAID
2. APPROVE TO WITHDRAW UPON THE NET PROFIT OF THE Management *Management Position Unknown
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
3. ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS FOR THE Management *Management Position Unknown
FYE 31 DEC 2003 AS PRESENTED AND THAT THE REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
4. APPROVE THE SPECIAL AUDITOR REPORT, IN ACCORDANCE Management *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE L. 225.38 OF THE
COMMERCIAL LAW
5. RATIFY THE COOPTATION OF MR. M. JEAN AZEMA AS Management *Management Position Unknown
DIRECTOR
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management *Management Position Unknown
CITERNE AS A DIRECTOR FOR4 YEARS
9. APPOINT MR. M. MICHAEL CICUREL AS A DIRECTOR Management *Management Position Unknown
FOR A PERIOD OF 4 YEARS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management *Management Position Unknown
ANTOINE JEANCOURT GALIGNANI AS A DIRECTOR FOR
4 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management *Management Position Unknown
SUAN BAIRD AS A DIRECTOR FOR 4 YEARS
10. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management *Management Position Unknown
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%
11. AMEND ARTICLES 8 AND 9 OF THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
12. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
13. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
14. APPROVE THAT THE VARIOUS DELEGATIONS GIVEN TO Management *Management Position Unknown
IT AT THE PRESENT MEETING SHALLNOT 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)
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
SOCIETE GENERALE PARIS MIX MEETING DATE: 04/20/2004
ISSUER: F43638141000 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE BOARD OF DIRECTORS REPORTS AND THE Management Take No Action
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
1,384,434,978.87 TAX PAID
O.2 APPROVE TO WITHDRAW UPON THE NET PROFIT OF THE Management Take No Action
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 FOR THE Management Take No Action
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, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L. 225.38 OF THE
COMMERCIAL LAW
O.5 RATIFY THE COOPTATION OF MR. M. JEAN AZEMA AS Management Take No Action
DIRECTOR
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management Take No Action
CITERNE AS A DIRECTOR FOR4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
ANTOINE JEANCOURT GALIGNANI AS A DIRECTOR FOR
4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
SUAN BAIRD AS A DIRECTOR FOR 4 YEARS
O.9 APPOINT MR. M. MICHAEL CICUREL AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 4 YEARS
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
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%
E.11 AMEND ARTICLES 8 AND 9 OF THE ARTICLES OF ASSOCIATION Management Take No Action
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
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 PROCEED, Management Take No Action
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 GIVEN TO Management Take No Action
IT AT THE PRESENT MEETING SHALLNOT 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 PROCEED, Management Take No Action
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 ALL POWERS Management Take No Action
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 WHICH HAS BEEN ADOPTED
E.17 GRANTS ALL POWERS TO THE BOARD OF DIRECTORS TO Management Take No Action
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 23RD 2002
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
E.18 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management Take No Action
AN EXTRACT OF THE MINUTES OF THEPRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 131935 DUE TO ADDITIONAL RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
E.11 *Management Position Unknown
E.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
* *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
AXA, PARIS MIX MEETING DATE: 04/21/2004
ISSUER: F06106102000 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE EXECUTIVE COMMITTEE AND THE AUDITOR Management For
S REPORTS, AND APPROVE THE ACCOUNTS AND THE BALANCE
SHEET FOR THE FYE 31 DEC 2003; ACKNOWLEDGE THE
PROFIT OF EUR 863,125,347.00 FOR THE FY
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For
PRESENTED, AND THAT THE EXECUTIVE COMMITTEE S
REPORT ON THE GROUP IS INCLUDED IN THE EXECUTIVE
COMMITTEE REPORT
3. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY: EUR 863,125,347.00; PRIOR
RETAINED EARNINGS: EUR 2,339,630,577.00; LEGAL
RESERVE: EUR 3,648,803.00; GLOBAL DIVIDEND: EUR
675,679,191.00; SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS: EUR 31,380,178.00; PAYMENT OF
THE WITHHOLDING TAX: EUR 26,638,600.00; BALANCE
CARRIED FORWARD: EUR 2,465,409,152.00; AND, THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.38, WITH A CORRESPONDING TAX CREDIT OF EUR
0.19; THIS DIVIDEND WILL BE PAID ON 03 MAY 2004
4. APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-86 AND FOLLOWINGS
OF THE FRENCH COMMERCIAL LAW
5. RE-ELECT MR. M. CLAUDE BEBEAR AS A MEMBER OF Management For
THE SUPERVISORY BOARD FOR A TERMOF 4 YEARS
6. RE-ELECT MR. MAZARD ET GUERARD AS A STATUTORY Management For
AUDITOR THE CABINET FOR A TERM OF 6 FY S
7. APPOINT MR. JEAN LOIUS SIMON AS A DEPUTY AUDITOR Management For
FOR A TERM OF 6 FY S
8. RE-ELECT MR. WILLY AVEREYN AS A MEMBER OF THE Management For
SUPERVISORY BOARD FOR A TERM OF4 YEARS, SUBJECT
TO THE PASSING OF RESOLUTION O.13
9. RE-ELECT MR. M. CEES DE JONG AS A MEMBER OF THE Management For
SUPERVISORY BOARD FOR A TERM OF 4 YEARS, SUBJECT
TO THE PASSING OF RESOLUTION O.13
10. RE-ELECT MR. M. JACQUES TABOUROT AS A MEMBER Management For
OF THE SUPERVISORY BOARD FOR A TERM OF 4 YEARS,
SUBJECT TO THE PASSING OF RESOLUTION O.13
11. AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE CGM ON 30 APR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00;
MINIMUM SELLING PRICE: EUR 12.00; AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
12. AUTHORIZE THE EXECUTIVE COMMITTEE TO USE THE Management Against
VARIOUS DELEGATIONS GIVEN TO IT AT THE PRESENT
MEETING IN WHOLE OR IN PART WITHIN THE REGULATIONS
IN FORCE IN A PERIOD OF TAKE-OVER BID OR EXCHANGE
BID ON THE COMPANY S SHARES UNTIL THE NEXT MEETING
AT WHICH THE ACCOUNTS ARE LAID
13. MODIFY ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management For
14. MODIFY ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management For
15. AUTHORIZE THE BOARD TO REDUCE THE SHARE CAPITAL Management For
BY 10%, BY WAY OF CANCELING SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN AUTHORIZATION IS VALID FOR A PERIOD OF 18
MONTHS
16. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
14. *Management Position Unknown
15. *Management Position Unknown
16. *Management Position Unknown
* *Management Position Unknown
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/22/2004
ISSUER: 001084102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W. WAYNE BOOKER Management For For
GERALD B. JOHANNESON Management For For
CURTIS E. MOLL Management For For
ROBERT J. RATLIFF Management For For
02 STOCKHOLDER PROPOSAL REGARDING ENVIRONMENTAL Shareholder For Against
SUSTAINABILITY REPORTING
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/22/2004
ISSUER: 143658300 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICKY ARISON Management For
AMB RICHARD G. CAPEN JR Management For
ROBERT H. DICKINSON Management For
ARNOLD W. DONALD Management For
PIER LUIGI FOSCHI Management For
HOWARD S. FRANK Management For
BARONESS HOGG Management For
A. KIRK LANTERMAN Management For
MODESTO A. MAIDIQUE Management For
JOHN P. MCNULTY Management For
PETER RATCLIFFE Management For
SIR JOHN PARKER Management For
STUART SUBOTNICK Management For
UZI ZUCKER Management For
02 TO APPOINT PRICEWATERHOUSECOOPERS AS INDEPENDENT Management For
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 CARNIVAL Management For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
04 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For
PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30,
2003.
05 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For
BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For
RIGHTS FOR CARNIVAL PLC SHARES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, ACCOUNTS OF NESTLE Management For *Management Position Unknown
S.A. AND OF NESTLE GROUP AND THE REPORT OF THE
AUDITORS
2. APPROVE THE RELEASE OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
THE PROFITS RESULTING FROM THE BALANCE SHEET
OF NESTLE S.A.
4.A ELECT SIR EDWARD GEORGE AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.B ELECT MR. KASPAR VILLIGER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.C ELECT MR. ROLF HAENGGI AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.D ELECT MR. DANIEL BOREL AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.E ELECT MRS. CAROLINA MUNELLER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting *Management Position Unknown
SENT UNDER MEETING #122237. PLEASE ALSO NOTE
THAT IF YOU HAVE ALREADY REGISTERED YOUR SHARES,
THE CUT-OFF DATE FOR YOUR VOTING INSTRUCTIONS
IS 08 APR 2004. THANK YOU
PFIZER INC. PFE ANNUAL MEETING DATE: 04/22/2004
ISSUER: 717081103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICHAEL S. BROWN Management For
M. ANTHONY BURNS Management For
ROBERT N. BURT Management For
W. DON CORNWELL Management For
WILLIAM H. GRAY III Management For
CONSTANCE J. HORNER Management For
WILLIAM R. HOWELL Management For
STANLEY O. IKENBERRY Management For
GEORGE A. LORCH Management For
HENRY A. MCKINNELL Management For
DANA G. MEAD Management For
FRANKLIN D. RAINES Management For
RUTH J. SIMMONS Management For
WILLIAM C. STEERE, JR. Management For
JEAN-PAUL VALLES Management For
02 A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG Management For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK Management For
PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE Shareholder Against
ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY S BUSINESS STRATEGY.
05 SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS. Shareholder Against
06 SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT Shareholder Against
ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.
07 SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS Shareholder Against
ON DIRECTORS.
08 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING Shareholder Against
ACCESS TO PFIZER PRODUCTS.
09 SHAREHOLDER PROPOSAL ON STOCK OPTIONS. Shareholder Against
10 SHAREHOLDER PROPOSAL ON IN VITRO TESTING. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 For
10 For
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/22/2004
ISSUER: R91733114000 ISIN: NO0005668905
SEDOL: 4730875, 4731005, 5837010
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU.
1. APPROVE THE NOTICE AND THE AGENDA Management *Management Position Unknown
2. ELECT 2 SHAREHOLDERS TO CO-SIGN THE MEETINGS Management *Management Position Unknown
PROTOCOL
3. APPROVE THE REPORT BY THE MANAGEMENT ON THE STATUS Management *Management Position Unknown
OF THE COMPANY
4. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management *Management Position Unknown
THE GROUP
5.A AUTHORIZE THE BOARD OF DIRECTORS TO CONDUCT DIRECTED Management *Management Position Unknown
ISSUES OF UP TO 17,800,000 SHARES 9.9% WITH
A PAR VALUE OF NOK 1 AT A PRICE CLOSE TO THE
MARKET VALUE AT THE TIME OF ISSUE AND THE ISSUE
CAN ALSO BE UTILIZED AS PAYMENT CONNECTED TO
MERGERS WITH OR ACQUISITIONS OF COMPANIES; AUTHORITY
IS VALID UNTIL ORDINARY SHAREHOLDERS MEETING
IN SPRING 2005
5.B AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management *Management Position Unknown
THROUGH DIRECTED ISSUES TO EMPLOYEES IN THE TOMRA
GROUPS AS FOLLOWS: A) FOR THE OPTIONS PROGRAM
FOR EMPLOYEES FOR THE PERIOD 2005-10: UP TO 2,200,000
SHARES 1.2% WITH A PAR VALUE OF NOK 1 AT A
PRICE EQUAL THE SHARE PRICE AT THE END OF 2004;
B) FOR THE OPTION PROGRAM FOR EMPLOYEES FOR THE
PERIOD 2000-05: UP TO 240,000 SHARES 0.1% WITH
A PAR VALUE OF NOK 1 AT A PRICE OF NOK 68.00;
C) AND FOR THE OPTION PROGRAM FOR EMPLOYEES FOR
THE PERIOD 2001-06: UP TO 210,000 SHARES 0.1%
WITH A PAR VALUE OF NOK 1 AT A PRICE OF NOK
171,000; AUTHORITY IS VALID UNTIL THE SHAREHOLDERS
MEETING IN THE SPRING 2006
7.1 RE-ELECT MR. JAN CHR. OPSAHL AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
5.C AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management *Management Position Unknown
THROUGH DIRECTED ISSUES TO MANAGERS IN THE TOMRA
GROUP AT A STRIKE PRICE EQUAL TO THE MARKET PRICE
WHEN THE OPTION IS GRANTED AS FOLLOWS: A) FOR
THE OPTION PROGRAM FOR MANAGERS FOR THE PERIOD
2004-06: UP TO 2,400,000 SHARES 1.3% WITH A
PAR VALUE OF NOK 1; B) FOR THE OPTION PROGRAM
FOR MANAGERS FOR THE PERIOD 2005-07: UP TO 2,400,000
SHARES 1.3% WITH A PAR VALUE OF NOK 1; AUTHORITY
IS VALID UNTIL THE SHAREHOLDERS MEETING IN THE
SPRING OF 2006
6. APPROVE THE REMUNERATION OF BOARD AS FOLLOWS: Management *Management Position Unknown
BOARD CHAIR: NOK 450,000; EXTERNAL BOARD MEMBERS:
NOK 250,000; INTERNAL BOARD MEMBERS: NOK 150,000;
AND APPROVE THE AUDITORS FEES OF NOK 522,000
FOR TOMRA SYSTEMS ASA IN 2003
7.2 RE-ELECT MR.SVEIN S. JACOBSEN AS A MEMBER OF Management *Management Position Unknown
THE BOARD OF DIRECTORS
7.3 RE-ELECT MR. JORGEN RANDERS AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
7.4 RE-ELECT MR.HAMNE DE MORA AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
7.5 ELECT MR. RUNE BJERKE A MEMBER OF THE BOARD OF Management *Management Position Unknown
DIRECTORS
7.6 APPROVE THE SELECTION OF INDEPENDENT AUDITORS Management *Management Position Unknown
ASSICURAZIONI GENERALI SPA, TRIESTE MIX MEETING DATE: 04/24/2004
ISSUER: T05040109000 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MEETING HAS BEEN POSTPONED Non-Voting *Management Position Unknown
TO THE THIRD CALL ON 24 APR 2004 AND YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID UNLESS YOU MAY
WANT TO AMEND YOUR INSTRUCTIONS. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU IS MET OR THE MEETING
IS CANCELLED. THANK YOU
O.1 FINANCIAL STATEMENTS AS AT 31 DECEMBER, 2003: Management For *Management Position Unknown
RELATED AND CONNECTED RESOLUTIONS; SHAREHOLDERS
WILL BE ASKED TO CONSIDER ADOPT THE COMPANY S
FINANCIAL STATEMENTS AS AT 31 DECEMBER 2003.
SHAREHOLDERS WILL ALSO BE ASKED TO DECLARE A
FINAL DIVIDEND OF EUR 0.33 PER SHARE (EUR 421
MILLION IN THE AGGREGATE), WITH AN INCREASE OF
17.9% COMPARED TO THE EUR 0.28 PER SHARE DIVIDEND
DISTRIBUTED IN THE PREVIOUS FINANCIAL YEAR. IF
APPROVED AT THE GENERAL MEETING, THE DIVIDEND
WILL BE PAID ON 27 MAY, 2004 AND SHARES WILL
TRADE EX DIVIDEND FROM 24 MAY.
O.2 APPOINTMENT OF THE BOARD OF DIRECTORS FOR THE Management For *Management Position Unknown
FINANCIAL YEARS 2004-2006: RELATED RESOLUTIONS;
THE COMPANY IS MANAGED BY A BOARD CONSISTING
OF NO FEWER THAN 11 AND NO MORE THAN 21 MEMBERS
APPOINTED BY THE SHAREHOLDERS MEETING, WHICH
ALSO ESTABLISHES THE NUMBER OF DIRECTORS. THE
THREE-YEAR TERM OF THE CURRENT 20-MEMBER BOARD
OF DIRECTORS WILL EXPIRE WITH THE NEXT AGM. AS
A CONSEQUENCE, SHAREHOLDERS WILL BE ASKED TO
ELECT THE BOARD OF DIRECTORS, AFTER HAVING RESOLVED
ON ITS NUMBER. THE NEWLY APPOINTED BOARD OF DIRECTORS
WILL BE IN OFFICE FOR THREE FINANCIAL YEARS.
ACCORDING TO STATUTORY PROVISIONS, IN ORDER TO
BE ELIGIBLE TO SERVE AS DIRECTORS IN AN ITALIAN
INSURANCE COMPANY, CANDIDATES MUST POSSESS CERTAIN
PROFESSIONAL QUALIFICATION AND MUST NOT BE DISQUALIFIED.
E.1 AMENDMENT TO ARTICLES 14, 16, 31, 32, 33, 34, Management For *Management Position Unknown
35, 38, 39, 42 AND 43 OF THE COMPANY S ARTICLES
OF ASSOCIATION; RELATING AND CONNECTED RESOLUTIONS;
GRANTING OF AUTHORITY. AS YOU MAY KNOW, AN ACT
OF PARLIAMENT AMENDING THE ITALIAN CIVIL CODE
IN RESPECT OF COMPANY LAW CAME INTO FORCE AS
FROM 1 JANUARY 2004. AS A CONSEQUENCE, CERTAIN
AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION
ARE REQUIRED IN ORDER TO ENSURE COMPLIANCE WITH
THE NEW LEGISLATION. TAKING ADVANTAGE OF THIS
OPPORTUNITY, SEVERAL OTHER AMENDMENTS WILL BE
SUBMITTED TO THE SHAREHOLDERS MEETING. ALL SUCH
AMENDMENTS MAY BE GROUPED INTO THREE AREAS: A.
TERM OF OFFICE OF A NUMBER OF CORPORATE OFFICERS
AND OF THE EXECUTIVE COMMITTEE; THE ARTICLES
OF ASSOCIATION PRESENTLY PROVIDE THAT THE TERM
OF OFFICE OF THE CHAIRMAN (ART. 32), THE VICE-CHAIRMAN
(ART. 33), THE EXECUTIVE COMMITTEE MEMBERS (ART.
38) AND THE COMPANY SECRETARY (ART. 34) IS ONE
YEAR. SHAREHOLDERS WILL BE ASKED TO REMOVE SUCH
LIMITATION, IN LINE WITH CORPORATE GOVERNANCE
BEST PRACTICE, THUS EMPOWERING THE BOARD OF DIRECTORS
TO DETERMINE THE LENGTH OF SUCH TERM UP TO A
LIMIT OF THREE YEARS. B. COMPLIANCE WITH THE
LAW; LEGISLATIVE DECREE NO. 6 DATED 17 JANUARY
2003, WHICH ENTERED INTO FORCE ON 1 JANUARY 2004,
REQUIRES THAT THE ARTICLES OF ASSOCIATION BE
AMENDED IN ORDER TO ENSURE COMPLIANCE WITH THE
NEW COMPANY LAW; IN PARTICULAR: (I) DATE OF THE
ANNUAL GENERAL MEETING FOR THE APPROVAL OF THE
FINANCIAL STATEMENTS (ART. 14) ACCORDING TO THE
CIVIL CODE, THE AGM IS TO BE HELD WITHIN A SET
PERIOD OF TIME AFTER FINANCIAL YEAR S END; SUCH
TERM IS NOW REQUIRED TO BE EXPRESSED IN DAYS
RATHER THAN IN MONTHS. (II) QUALIFICATION FOR
ATTENDANCE AT GENERAL MEETINGS (ART. 16) IN ORDER
TO QUALIFY FOR ATTENDANCE AT THE GENERAL SHAREHOLDERS
MEETING OF AN ITALIAN LISTED COMPANY, A SHAREHOLDER
MUST OBTAIN AND SUBMIT TO THE COMPANY A CERTIFICATE,
ISSUED BY AN ITALIAN BANK, CONFIRMING THAT SUCH
PERSON IS THE SHAREHOLDER OF RECORD. IT IS PROPOSED
TO RESOLVE THAT SUCH CERTIFICATES BE DELIVERED
TO THE COMPANY NO LESS THAN TWO DAYS (PREVIOUSLY
FIVE) PRIOR TO THE DATE OF THE MEETING; NO BLOCKING
OF SHARES WILL BE ASSOCIATED WITH THE PARTICIPATION
IN THE MEETING; IT IS BELIEVED THAT THESE PROVISIONS
WILL BE IN LINE WITH THE EXPECTATIONS OF THE
MARKET AND OF THE INSTITUTIONAL INVESTORS. (III)
BOARD OF DIRECTORS TERM OF OFFICE (ART. 31)
THE AMENDED VERSION OF THE ARTICLES WILL CLARIFY
THAT THE BOARD OF DIRECTORS TERM OF OFFICE LASTS
FOR THREE FINANCIAL YEARS (NOT MERELY YEARS,
AS PROVIDED FOR IN THE CURRENT VERSION) AND EXPIRES
ON THE DATE OF THE MEETING SUMMONED FOR THE APPROVAL
OF THE FINANCIAL STATEMENTS RELATED TO THE LAST
FINANCIAL YEAR COVERED BY THEIR TERM OF OFFICE.
(IV) POWERS OF THE DIRECTORS (ART. 35.1) THE
TEXT THAT THE SHAREHOLDERS WILL BE ASKED TO CONSIDER
AND APPROVE STATES WITH INCREASED CLARITY THAT
THE DIRECTORS ARE VESTED WITH THE BROADEST MANAGEMENT
POWERS FOR THE FURTHERANCE OF THE COMPANY S OBJECTS.
(V) INFORMATION TO THE DIRECTORS AND TO THE INTERNAL
AUDITORS (ART. 35.3) THE NEW PROPOSED LANGUAGE
MIRRORS CLOSELY THE WORDING OF THE NEW LAW AND
INCREASES THE INFORMATION RIGHTS OF THE DIRECTORS
AND INTERNAL AUDITORS. (VI) CURRENCY OF DIRECTORS
AND EXECUTIVE COMMITTEE MEMBERS COMPENSATION
(ART. 39) THE UNCHANGED FIXED COMPENSATION DUE
TO THE DIRECTORS AND MEMBERS OF THE EXECUTIVE
COMMITTEE WILL BE EXPRESSED IN EURO. C. INCREASED
FLEXIBILITY; OTHER AMENDMENTS TO THE ARTICLES
OF ASSOCIATION AIM AT AN INCREASED CORPORATE
GOVERNANCE FLEXIBILITY, RECOGNISING THE CENTRAL
ROLE OF THE BOARD OF DIRECTORS AND AT THE SAME
TIME ALLOWING THE DIRECTORS TO DELEGATE SEVERAL
OF THEIR POWERS. IT IS PROPOSED TO CLARIFY THAT
THE BOARD OF DIRECTORS, IN LINE WITH THE RECOMMENDATIONS
OF THE VOLUNTARY SELF REGULATORY CODE OF ITALIAN
LISTED COMPANIES, WILL HAVE EXCLUSIVE, NON-DELEGABLE
POWER TO: - APPROVE STRATEGIC, INDUSTRIAL AND
FINANCIAL PLANS, - EXAMINE AND APPROVE TRANSACTIONS
HAVING A SIGNIFICANT IMPACT ON THE COMPANY S
PROFITABILITY, ASSETS AND LIABILITIES OR FINANCIAL
POSITION, WITH SPECIAL REFERENCE TO TRANSACTIONS
INVOLVING RELATED PARTIES. THE BOARD OF DIRECTORS
WILL ALSO RECEIVE POWERS THAT PREVIOUSLY FELL
UNDER THE EXCLUSIVE COMPETENCE OF THE EXTRAORDINARY
SHAREHOLDERS MEETING RESOLVING ON MERGERS (SAVE
ON MERGERS WHICH HAVE TO BE RESOLVED UPON BY
THE GENERAL SHAREHOLDERS MEETING ACCORDING TO
STATUTORY PROVISIONS); ESTABLISHING OR TERMINATING
SECONDARY HEAD OFFICES OF THE COMPANY; AMENDING
THE COMPANY S ARTICLES OF ASSOCIATION IN ORDER
TO ENSURE COMPLIANCE WITH NEW MANDATORY STATUTORY
PROVISIONS. FINALLY, THE BOARD OF DIRECTORS WILL
HAVE THE POSSIBILITY TO DELEGATE TO THE EXECUTIVE
COMMITTEE OR TO THE MANAGING DIRECTORS THE FOLLOWING
POWERS: - APPOINTMENT OF AND GRANTING OF AUTHORITY
TO MANAGERS (WITH THE EXCEPTION OF GENERAL MANAGERS,
DEPUTY GENERAL MANAGERS AND ASSISTANT GENERAL
MANAGERS), - GRANTING OF AUTHORITY TO COMPANY
S EMPLOYEES, - ESTABLISHMENT OR TERMINATION OF
OFFICES OTHER THAN DIVISIONS AND BUSINESS ESTABLISHMENTS
OUTSIDE ITALY, - ESTABLISHMENT OR TERMINATION
OF LINES OF BUSINESS OTHER THAN INSURANCE BRANCHES.
AS FAR AS THE AUTHORITY TO REPRESENT THE COMPANY
IS CONCERNED, THE AUTHORITY OF DEPUTY GENERAL
MANAGERS WILL EXTEND, AS THAT OF THE GENERAL
MANAGERS, TO ALL THE COMPANY S BUSINESS, WHILE
THE AUTHORITY OF OTHER MANAGERS WILL BE LIMITED
TO THE AREA OF COMPETENCE ENTRUSTED TO THEM.
FINALLY, SHAREHOLDERS WILL BE ASKED TO GRANT
THE COMPANY S CHAIRMAN AND MANAGING DIRECTORS
AUTHORITY FOR THE FURTHERANCE OF THE EXTRAORDINARY
RESOLUTIONS ADOPTED AT THE MEETING.
* PLEASE NOTE THE REVISED WORDING OF THE RESOLUTIONS. Non-Voting *Management Position Unknown
THANK YOU.
BROOKS AUTOMATION, INC. BRKS ANNUAL MEETING DATE: 04/27/2004
ISSUER: 114340102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. THERRIEN Management For For
ROGER D. EMERICK Management For For
AMIN J. KHOURY Management For For
JOSEPH R. MARTIN Management For For
EDWARD C. GRADY Management For For
A. CLINTON ALLEN Management For For
JOHN K. MCGILLICUDDY Management For For
02 TO AMEND THE COMPANY S 2000 COMBINATION STOCK Management For For
OPTION PLAN AS SPECIFIED IN THE PROXY STATEMENT.
03 TO AMEND THE COMPANY S 1995 EMPLOYEE STOCK PURCHASE Management For For
PLAN AS SPECIFIED IN THE PROXY STATEMENT.
CARREFOUR SA MIX MEETING DATE: 04/27/2004
ISSUER: F13923119000 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE BOARD OF DIRECTORS REPORT, AND THE Management For
GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003 AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE COMPLETION OF ITS ASSIGNMENT FOR THE
CURRENT YEAR
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For
PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
3. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For
THE LABRUYERE EBERLE FINANCIAL COMPANY BY THE
CARREFOUR COMPANY DATED 11 MAR 2004, UNDER WHICH
IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS, WITH THE CORRESPONDING
TAKING-OVER OF ALL ITS LIABILITIES AND APPROVE
TO INCREASE THE SHARE CAPITAL BY EUR 16,138,420.00
THAT RESULT BY THE CREATION WITH A GLOBAL PREMIUM
OF MERGER OF EUR 283,938,682.59OF 6,455,368 NEW
FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 2.50
TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE
ACQUIRED COMPANY, OTHER THAN THE ONES OF THE
ACQUIRING COMPANY AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY: EUR 2,073,415,918.80 REDUCED
BY THE CONTRIBUTION TO THE LEGAL RESERVE: EUR
59,041,836.88 INCREASED OF THE PRIOR RETAINED
EARNINGS: EUR 55,228,432.84; AVAILABLE TOTAL:
2,069,602,514.76; APPROPRIATION: GLOBAL DIVIDEND:
EUR.529,945,363.42; BALANCE CARRIED FORWARD:
EUR 1,539,657,151.34; APPROPRIATED TOTAL: 2,069,602,514.76;
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.74 WITH A CORRESPONDING TAX CREDIT OF 10% OU
50% TO BE PAID ON 30 APR 2004
5. APPROVE TO REDUCE THE DURATION OF THE MANDATE Management For
OF THE DIRECTORS FROM 6 YEARS TO 4 YEARS AND
AMEND THE ARTICLE OF ASSOCIATIONS NO. 15-I
6. APPROVE THE CO-OPTATION OF MR. LUC VANDEVELDE Management For
AS DIRECTOR FOR A PERIOD OF 1 YEAR
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DANIEL Management For
BERNARD AS A DIRECTOR FOR A PERIOD OF 4 ANS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. CARLOS Management For
MARCH AS A DIRECTOR FOR A PERIOD OF 4 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For
BADIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
10. APPROVE TO RENEWS THE TERM OF OFFICE OF MR. FRANCOIS Management For
HENROT AS A DIRECTOR FOR A PERIOD OF 4 YEARS
11. APPROVE TO RENEW THE TERM OF OFFICE OF MR. CHRISTIAN Management For
BLANC AS A DIRECTOR FOR A PERIOD OF 4 YEARS
12. APPOINT MR. JOSE-LUIS LEAL-MALDONADO AS A DIRECTOR Management For
FOR A PERIOD OF 4 YEARS
13. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management For
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 75.00;
MINIMUM SELLING PRICE: EUR 25.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 71,614,230; AUTHORITY
IS GIVEN FOR A PERIOD OF 18 MONTHS ; PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION GIVEN BY THE ORDINARY
GENERAL MEETING OF 15 APR 2003
14. AUTHORIZE THE BOARD OF DIRECTORS TO DECREASE Management For
THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OVER A 24-MONTH PERIOD
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT TO Management For
THE BENEFIT OF MEMBERS BE CHOSEN BY IT, STOCK
OPTIONS GRANTING THE RIGHT TO PURCHASE THE COMPANY
S SHARES AT THE COST PRICE OF THE SHARES FIXED
BY THE BOARD OF DIRECTORS WHEN THE OPTION WILL
BE GRANTED, CANNOT BE LOWER THAN THE NOMINAL
VALUE FIXED BY THE CURRENT LEGISLATION; AUTHORITY
IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
16. AMEND THE ARTICLE OF ASSOCIATIONS NO. 17-II, Management For
NO. 20-II AND NO. 25-II AND III
* PLEASE NOTE THAT THE MEETING DATE IS REVISED Non-Voting
FROM 19 APR 2004 (FIRST CALL) TO 27 APR 2004
AT 9. 30 AM. (SECOND CALL). PLEASE ALSO NOTE
THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU. THANK YOU
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
14. *Management Position Unknown
15. *Management Position Unknown
16. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
INSIGHT COMMUNICATIONS COMPANY, INC. ICCI ANNUAL MEETING DATE: 04/27/2004
ISSUER: 45768V108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
SIDNEY R. KNAFEL Management For For
MICHAEL S. WILLNER Management For For
DINNI JAIN Management For For
THOMAS L. KEMPNER Management Withheld Against
GERALDINE B. LAYBOURNE Management For For
JAMES S. MARCUS Management Withheld Against
DANIEL S. O'CONNELL Management Withheld Against
02 SELECTION OF INDEPENDENT AUDITORS Management For For
INTERBREW SA, BRUXELLES MIX MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
* PLEASE NOTE THAT THIS IS AN EXTRAORDINARY GENERAL Non-Voting *Management Position Unknown
MEETING. THANK YOU
I. APPROVE TO RENEW FOR A TERM OF 18 MONTHS AND Management For *Management Position Unknown
TO AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE
THE COMPANY S OWN SHARES FOR A PRICE WHICH WILL
COMPLY WITH THE LEGAL PROVISIONS, AT A PRICE
NOT BELOW THE 20% OF THE CLOSING PRICE AND NOT
MORE THAN 20% ABOVE THE HIGHEST CLOSING PRICE
IN THE 20 DAYS PRECEDING THE TRANSACTION
II. AUTHORIZE THE SECRETARY GENERAL OF THE COMPANY, Management For *Management Position Unknown
WITH A POWER OF SUB DELEGATION, THE AUTHORITY
TO CO-ORDINATE THE TEXT OF THE BY-LAWS
III.1 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
ISSUANCE OF 5,000,000 SUBSCRIPTION RIGHTS
III.2 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
CANCELLATION OF THE PRE-EMPTION RIGHTS
III.3 APPROVE TO CANCEL THE PRE-EMPTIVE RIGHT WITH Management For *Management Position Unknown
REGARD TO THE ISSUANCE OF SUBSCRIPTION RIGHTS
IN FAVOR OF CERTAIN SENIOR MANAGEMENT EMPLOYEES
OF THE COMPANY AND OF ITS SUBSIDIARIES, TO BE
DETERMINED BY THE HUMAN RESOURCES & NOMINATING
COMMITTEE, AND ACCESSORILY, IN FAVOR OF ALL CURRENT
DIRECTORS OF THE COMPANY
III.4 APPROVE TO ISSUE 5,000,000 SUBSCRIPTION RIGHTS Management For *Management Position Unknown
AT A PRICE EQUAL TO THE AVERAGE PRICE OF THE
INTERBREW SA SHARE OVER THE 30 DAYS BEFORE THE
OFFERING OF THE RIGHTS BY THE EGM AND TO DETERMINE
ISSUANCE AND EXERCISE CONDITIONS IN ACCORDANCE
WITH THE ISSUANCE AND EXERCISE CONDITIONS SET
FORTH IN THE SPECIAL REPORT OF THE BOARD OF DIRECTORS
III.5 APPROVE TO INCREASE THE CAPITAL OF THE COMPANY, Management For *Management Position Unknown
UNDER THE CONDITION AND TO THE EXTENT OF THE
EXERCISE OF THE SUBSCRIPTION RIGHTS, FOR A MAXIMUM
AMOUNT EQUAL TO THE NUMBER OF SUBSCRIPTION RIGHTS
ISSUED MULTIPLIED BY THE EXERCISE PRICE OF THE
SUBSCRIPTION RIGHTS AND ALLOCATION OF THE SHARE
PREMIUM TO AN ACCOUNT NOT AVAILABLE FOR DISTRIBUTION
IV.1 AUTHORIZE THE HUMAN RESOURCES & NOMINATING COMMITTEE Management For *Management Position Unknown
THE POWER TO DETERMINE THE IDENTITY OF THE RECIPIENTS
AND THE NUMBER OF SUBSCRIPTION RIGHTS WHICH THEY
ARE OFFERED
IV.2 AUTHORIZE 2 DIRECTORS ACTING JOINTLY TO HAVE Management For *Management Position Unknown
ESTABLISH A DEED THE EXERCISE OF THE SUBSCRIPTION
RIGHTS AND THE CORRESPONDING INCREASE OF THE
CAPITAL AND OF THE NUMBER OF NEW SHARES ISSUED,
THE ALTERATION OF THE BY-LAWS AS A CONSEQUENCE
THEREOF, THE SHARE PREMIUMS AND THE ALLOCATION
OF THESE PREMIUMS TO AN ACCOUNT NOT AVAILABLE
FOR DISTRIBUTION, AS WELL AS TO CO-ORDINATE THE
TEXT OF THE BY-LAWS AND TO DEPOSIT THEM AT THE
CLERK S OFFICE
INTERBREW SA, BRUXELLES OGM MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
1. RECEIVE THE MANAGEMENT REPORT BY THE BOARD OF Non-Voting *Management Position Unknown
DIRECTORS ON THE ACCOUNTING YE 31 DEC 2003
2. RECEIVE THE REPORT BY THE STATUTORY AUDITOR ON Non-Voting *Management Position Unknown
THE ACCOUNTING YE 31 DEC 2003
3. RECEIVE THE COMMUNICATION OF THE CONSOLIDATED Non-Voting *Management Position Unknown
ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING YE
31 DEC 2003
4. APPROVE THE ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING Management For *Management Position Unknown
YE 31 DEC 2003, INCLUDING THE FOLLOWING ALLOCATION
OF THE RESULT; PROFIT OF THE ACCOUNTING YEAR:
EUR 272,289,001.27; PROFIT CARRIED FORWARD FROM
THE PRECEDING ACCOUNTING YEAR EUR 655,231,753.31;
RESULT TO BE ALLOCATED EUR 927,520,754.58; DEDUCTION
FOR THE LEGAL RESERVE EUR 27,288.80; GROSS DIVIDEND
FOR THE SHARES EUR 155,519,345.52; BALANCE CARRIED
FORWARD PROFIT EUR 771,974,120.26
5. GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management For *Management Position Unknown
OF THEIR DUTIES DURING THE ACCOUNTING YE 31 DEC
2003
6. GRANT DISCHARGE TO THE STATUTORY AUDITOR FOR Management For *Management Position Unknown
THE PERFORMANCE OF HIS DUTIES DURING THE ACCOUNTING
YE 31 DEC 2003
7.a APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. ALEXANDRE VAN DAMME, FOR 3 YEARS ENDING
AFTER THE SHAREHOLDERS MEETING IN 2006
7.b APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. PHILIPPE DE SPOELBERCH, FOR A PERIOD OF
3 ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.c APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. REMMERT LAAN, FOR A PERIOD OF 3 YEARS
ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.d APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-LUC DEHAENE, FOR A PERIOD OF THREE
YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006
7.e APPROVE TO RENEW THE APPOINTMENT OF MR. BERNARD Management For *Management Position Unknown
HANON, AS DIRECTOR FOR A PERIOD OF 1 YEAR ENDING
AFTER THE SHAREHOLDERS MEETING IN 2004
8. APPROVE TO RENEW THE APPOINTMENT KPMG, BRUSSELS, Management For *Management Position Unknown
AS STATUTORY AUDITOR REPRESENTED BY MR. ERIK
HELSEN. REVISEUR D ENTREPRISES, FOR A PERIOD
OF 3 YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006 AND WITH A YEARLY REMUNERATION OF EUR
57,717
9. MISCELLANEOUS Non-Voting *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/27/2004
ISSUER: 806605101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRED HASSAN Management For For
PHILIP LEDER, M.D. Management For For
EUGENE R. MCGRATH Management For For
RICHARD DE J. OSBORNE Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT AUDITORS Management For For
03 APPROVAL OF THE OPERATIONS MANAGEMENT TEAM INCENTIVE Management For For
PLAN
SMEDVIG ASA OGM MEETING DATE: 04/27/2004
ISSUER: R80454102000 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
1. ELECT A PERSON TO COUNTER SIGN THE MINUTES TOGETHER Management For *Management Position Unknown
WITH THE CHAIRMAN
2. APPROVE THE NOTICE AND THE AGENDA OF THE AGM Management For *Management Position Unknown
3. APPROVE THE ACCOUNTS FOR SMEDVIG GROUP AND THE Management For *Management Position Unknown
SMEDVIG A.S.A.; APPROVE A DIVIDEND OF NOK 1.25
PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION OF THE Management For *Management Position Unknown
BOARD OF DIRECTORS
5. APPROVE THE AUDITORS FEE FOR 2003 Management For *Management Position Unknown
6. ELECT 3 DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
THE INCENTIVE PLAN FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. GRANT AUTHORITY TO CANCEL HOLDING OF CLASS A SHARES Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU
AGGREKO PLC AGM MEETING DATE: 04/28/2004
ISSUER: G0116S102000 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For *Management Position Unknown
AUDITORS AND APPROVE THE COMPANY S ACCOUNTS FOR
THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2003
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT MR. G.P. WALKER Management For *Management Position Unknown
5. RE-ELECT MR. H.J. MOLENAAR Management For *Management Position Unknown
6. ELECT MR. R.C. SOAMES Management For *Management Position Unknown
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
8. APPROVE THE RULES OF THE AGGREKO PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2004 THE TRUST AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO DO ALL SUCH
THINGS DEEM NECESSARY OR EXPEDIENT TO CARRY THE
TRUST IN TO EFFECT AND TO ESTABLISH SUCH SCHEDULES
TO THE TRUST AND/OR SUCH OTHER PLANS BASED ON
THE TRUST TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE
CONTROL OR SECURITIES LAWS OUTSIDE THE UK, PROVIDED
THAT ANY SHARES AVAILABLE UNDER SUCH SCHEDULES
TREATED AS COUNTING AGAINST THE RELEVANT INDIVIDUAL
OR OVERALL DILUTION LIMITS OF THE TRUST
9. APPROVE THE RULES OF THE AGGREKO CO-INVESTMENT Management For *Management Position Unknown
PLAN 2004 THE CIP AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY TO DO ALL SUCH THINGS
DEEM NECESSARY OR EXPEDIENT TO CARRY THE CIP
IN TO EFFECT AND TO ESTABLISH SUCH SCHEDULES
TO THE CIP AND/OR SUCH OTHER PLANS BASED ON THE
CIP TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL
OR SECURITIES LAWS OUTSIDE THE UK, PROVIDED THAT
ANY SHARES AVAILABLE UNDER SUCH SCHEDULES TREATED
AS COUNTING AGAINST THE RELEVANT INDIVIDUAL OR
OVERALL DILUTION LIMITS OF THE CIP
10. APPROVE THE NEW EMPLOYEE BENEFIT TRUST, THE AGGREKO Management For *Management Position Unknown
EMPLOYEE BENEFIT TRUST THE TRUST AND AUTHORIZE
THE BOARD OF DIRECTORS OF THE COMPANY TO DO ALL
SUCH THINGS DEEM NECESSARY OR EXPEDIENT TO CARRY
THE TRUST IN TO EFFECT AND TO ESTABLISH SIMILAR
TRUST AND/OR SUCH OTHER PLANS BASED ON THE AGGEREKO
EMPLOYEE BENEFIT TRUST TO TAKE ACCOUNT OF LOCAL
TAX, EXCHANGE CONTROL OR SECURITIES LAWS OUTSIDE
THE UK, PROVIDED THAT ANY SHARES ACQUIRED BY
SUCH TRUSTS WILL COUNT AGAINST THE LIMIT ON THE
NUMBER OF SHARES HELD BY THE TRUST
11. AUTHORIZE THE DIRECTORS OF THE COMPANY TO VOTE Management For *Management Position Unknown
IN A QUORUM AT ANY MEETING OF THE DIRECTORS AT
WHICH ANY MATTER CONNECTED WITH THE AGGEREKO
PERFORMANCE SHARE PLAN 2004, THE AGGEREKO CO-INVESTMENT
PLAN 2004 AND/OR THE AGGEREKO EMPLOYEE BENEFIT
TRUST THE TRUST OR ANY SIMILAR TRUSTS BASED
ON THE TRUST, PROVIDED THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN A QUORUM IN CONNECTION WITH
HIS INDIVIDUAL RIGHTS OF PARTICIPATION
S.12 AMEND THE COMPANY S ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.13 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For *Management Position Unknown
PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985,
TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH
BY SELLING EQUITY SECURITIES HELD BY THE COMPANY
AS TREASURY SHARES OR BY ALLOTTING NEW EQUITY
SECURITIES PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AT THE AGM OF THE COMPANY HELD
ON 30 APR 2003, 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, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
2,678,000; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005
OR 27 JUL 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
S.14 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 26,780,000 ORDINARY SHARES OF 20P EACH
IN THE COMPANY, AT A MINIMUM PRICE OF 20P AND
A MAXIMUM PRICE EQUAL TO 105% OF THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 18 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;
AND THE ORDINARY SHARES SO PURCHASED CAN BE CANCELLED,
SUBJECT TO THE PROVISIONS OF ANY STATUTORY INSTRUMENTS
RELATING TO TREASURY SHARES AND ANY APPLICABLE
REGULATIONS OF THE UNITED KINGDOM LISTING AUTHORITIES
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 057224107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
EDWARD P. DJEREJIAN Management Withheld Against
H. JOHN RILEY, JR. Management Withheld Against
CHARLES L. WATSON Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2004.
03 STOCKHOLDER PROPOSAL NO. 1 - REGARDING CLASSIFIED Shareholder For Against
BOARDS.
04 STOCKHOLDER PROPOSAL NO. 2 - REGARDING POISON Shareholder Against For
PILLS.
CIGNA CORPORATION CI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 125509109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT H. CAMPBELL Management For
JANE E. HENNEY, M.D. Management For
CHARLES R. SHOEMATE Management For
LOUIS W. SULLIVAN, M.D. Management For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF AGM MEETING DATE: 04/28/2004
ISSUER: D24909109000 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
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 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management For *Management Position Unknown
SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
6. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
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 SHARES OF Management For *Management Position Unknown
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 RETIRED
8. APPOINT PRICEWATERHOUSECOOPERS, DEUTSCHE REVISION Management For *Management Position Unknown
AG, DUSSELDORF, AS THE AUDITORS FOR THE FY 2004
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/28/2004
ISSUER: 601073109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DANIEL BELLUS Management For For
ROBERT C. BISHOP Management For For
EDWARD M. SCOLNICK Management For For
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/28/2004
ISSUER: 758205108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1A TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
FOR THE YEAR ENDED 31 DECEMBER 2003, TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND AUDITORS.
O1B TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2003.
O2 TO DECLARE A FINAL DIVIDEND FOR 2003 ON THE COMPANY Management For For
S ORDINARY SHARES.
O3A TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
OF THE COMPANY.
O3B TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O4A TO APPOINT G J A VAN DE AAST AS A DIRECTOR OF Management For For
THE COMPANY.
O4B TO APPOINT M TABAKSBLAT AS A DIRECTOR OF THE COMPANY. Management For For
O4C TO APPOINT R W H STOMBERG AS A DIRECTOR OF THE Management For For
COMPANY.
O4D TO APPOINT LORD SHARMAN OF REDLYNCH OBE AS A Management For For
DIRECTOR OF THE COMPANY.
O5 ALLOTMENT OF SHARES Management For For
S6 DIAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S7 AUTHORITY TO PURCHASE OWN SHARES. Management For For
TOTAL SA MIX MEETING DATE: 04/28/2004
ISSUER: F92124100000 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management For
REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF
THE COMPANY TOTAL S.A. FOR THE FY 2003
O.3 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management For
3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES:
655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD: EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.70 WITH A CORRESPONDING TAX CREDIT
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management For
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000, WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDINATED
OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT OF
EUR 10,000,000,000.00; AUTHORITY EXPIRES AT
THE END OF 5 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management For
THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISION OF THE ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management For
ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD
OF 6 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management For
KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management For
WHO REPLACES THE FIRM SALUSTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management For
DIRECTORS AS THE ATTENDANCE FEES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENEFIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management For
EMPLOYEES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WARRANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management For
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management For
AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE AS
A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management For
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
14 MAY 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.8 *Management Position Unknown
O.14 *Management Position Unknown
O.10 *Management Position Unknown
O.12 *Management Position Unknown
O.16 *Management Position Unknown
O.15 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
E.19 *Management Position Unknown
E.22 *Management Position Unknown
E.20 *Management Position Unknown
O.2 *Management Position Unknown
O.5 *Management Position Unknown
O.7 *Management Position Unknown
O.9 *Management Position Unknown
O.11 *Management Position Unknown
E.21 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
O.13 *Management Position Unknown
INVITROGEN CORPORATION IVGN ANNUAL MEETING DATE: 04/29/2004
ISSUER: 46185R100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND V. DITTAMORE Management For For
BRADLEY G. LORIMIER Management For For
DAVID U'PRICHARD, PH.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2004
03 ADOPTION OF THE COMPANY S 2004 EQUITY INCENTIVE Management For For
PLAN
04 AMENDMENT OF THE COMPANY S 1998 EMPLOYEE STOCK Management For For
PURCHASE PLAN
KIMBERLY-CLARK CORPORATION KMB ANNUAL MEETING DATE: 04/29/2004
ISSUER: 494368103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
PASTORA S.J. CAFFERTY Management Withheld
CLAUDIO X. GONZALEZ Management Withheld
LINDA JOHNSON RICE Management Withheld
MARC J. SHAPIRO Management Withheld
02 APPROVAL OF AMENDMENTS TO 2001 EQUITY PARTICIPATION Management For
PLAN
03 APPROVAL OF AUDITORS Management For
04 STOCKHOLDER PROPOSAL REGARDING THE CORPORATION Shareholder For
S AMENDED AND RESTATED RIGHTS AGREEMENT
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
Against
Against
Against
02 For
03 For
04 Against
BAYER AG, LEVERKUSEN AGM MEETING DATE: 04/30/2004
ISSUER: D07112119000 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5073450, 5073472, 5074497, 6085874, 6093877, 7158355
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE APPROPRIATION
OF THE DISTRIBUTABLE PROFIT OF EUR 365,170,960
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.50
PER NO-PAR SHARE, EX-DIVIDEND AND PAYABLE DATE
03 MAY 2004
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 4,000,000,000, HAVING
A TERM OF UP TO 30 YEARS AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 29 APR 2009, SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE ISSUE OF BONDS AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE,
AND IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS
OF PREVIOUSLY ISSUED BONDS AND APPROVE TO INCREASE
THE COMPANYS SHARE CAPITAL UP TO EUR 186,880,000
THROUGH THE ISSUE OF UP TO 73,000,000 NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED; AND AMEND THE ARTICLE
OF ASSOCIATION
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
THE SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 29 OCT 2005 AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR ACQUISITION PURPOSES OR
WITHIN THE SCOPE OF THE COMPANYS STOCK OPTION
PLANS, AND TO RETIRE THE SHARES
6. APPROVE THE RESTRUCTURING MEASURES, INCLUDING Management For *Management Position Unknown
THE PARTIAL TRANSFER OF THE COMPANY S CHEMICAL
AND THE POLYMER ACTIVITIES TO LANXESS
7. APPROVE THE COMPANYS PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH ITS WHOLLY-OWNED SUBSIDIARIES DRITTE BV
GMBH, VIERTE BV GMBH, GEWOGE GESELL-SCHAFT FUER
WOHNEN UND GEBAEUDEMANAGEMENT MBH, AND BAYER
GESELLSCHAFT FUER BETEILIGUNGEN MBH, EFFECTIVE
RETROACTIVELY FROM 01 JAN 2004, UNTIL AT LEAST
31 JAN 2009
8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF THE SUPERVISORY BOARD RECEIVING
AN ANNUAL REMUNERATION OF EUR 40,000 PLUS EUR
2,000 FOR EVERY EUR 50,000,000 OR PART THEREOF
BY WHICH THE GROSS CASH FLOW OF THE PAST FY EXCEEDS
EUR 3,100,000,000
9. APPOINT PWC, ESSEN AS THE AUDITORS FOR THE FY Management For *Management Position Unknown
2004
BAYER AG, LEVERKUSEN AGM MEETING DATE: 04/30/2004
ISSUER: D07112119000 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5073450, 5073472, 5074497, 6085874, 6093877, 7158355
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS, THE ANNUAL Management For *Management Position Unknown
REPORT, THE SUPERVISORY BOARD REPORT, THE GROUP
FINANCIAL STATEMENTS AND THE GROUP ANNUAL REPORT
FOR THE 2003 FY; APPROVE TO THE DISTRIBUTABLE
PROFIT OF EUR 365,170,960 AS: PAYMENT OF A DIVIDEND
OF EUR 0.50 PER NO-PAR SHARE; EX-DIVIDEND AND
PAYABLE DATE: 03 MAY 2004
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE BEARER BONDS OF UP TO EUR 4,000,000,000
HAVING A TERM OF UP TO 3 YEARS AND CONFERRING
CONVERSION AND OR OPTION RIGHTS FOR NEW SHARES
OF THE COMPANY, ON OR BEFORE 29 APR 2009; GRANT
THE SHAREHOLDERS THE SUBSCRIPTION RIGHTS EXCEPT
FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF BONDS
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE, AND IN ORDER TO GRANT SUCH RIGHTS
TO HOLDERS OF PREVIOUSLY ISSUED BONDS; APPROVE
TO INCREASE IN COMPANY S SHARE CAPITAL
UPTO EUR 186,880,000 THROUGH THE ISSUE UPTO 73,000,000
AND OR OPTION RIGHTS ARE EXERCISED
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OFUPTO 10% OF THE
SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 29 OCT 2005; AUTHORIZE THE BOARD
OF MDS 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 OR WITHIN THE SCOPE OF THE
COMPANY S STOCK OPTION PLANS
AND TO RETIRE THE SHARES
6. APPROVE RESTRUCTURING MEASURES INCLUDING THE Management For *Management Position Unknown
PARTIAL TRANSFER OF THE COMPANYSCHEMICAL AND
POLYMER ACTIVITIES TO LANXESS
7. APPROVE THE COMPANYS PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH ITS WHOLLY-OWNED SUBSIDIARIES DRITTE BV
GMBH, VIERTE BV GMBH, GEWOGE GESELLSCHAFT FUER
WOHNEN AND GEBAEUDEMANAGEMENT MBH AND BAYER GESELLSCHAFT
FUER BETEILIGUNGEN MBH EFFECTIVE RETROACTIVELY
FROM 01 JAN 2004 UNTIL AT LEAST 31 DEC 2009
8. AMEND THE ARTICLE OF ASSOCIATION IN RESPECT OF Management For *Management Position Unknown
EACH MEMBER OF THE SUPERVISORYBOARD RECEIVING
AN ANNUAL REMUNERATION OF EUR 40,000 PLUS EUR
2,000 FOR EVERY EUR 50,000,000 OR PART THEREOF
BY WHICH THE GROSS CASH FLOW OF THE PAST FY EXCEEDS
EUR 3,100,000,000
9. APPOINT PWC, ESSEN, AS THE AUDITORS FOR THE FY Management For *Management Position Unknown
2004
TELEFONICA SA OGM MEETING DATE: 04/30/2004
ISSUER: E90183182000 ISIN: ES0178430E18
SEDOL: 0798394, 2608413, 5720972, 5732524, 5736322, 5786930, 6167460
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
I. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF TELEFONICA,
S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES,
AS WELL 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, DISTRIBUTION OF DIVIDENDS Management For
FROM 2003 NET INCOME AND FROM THE ADDITIONAL
PAID-IN CAPITAL RESERVE
III. DESIGNATION OF THE ACCOUNTS AUDITOR FOR THE 2004 Management For
FISCAL YEAR
IV. AUTHORIZATION FOR THE ACQUISITION OF TREASURY Management For
STOCK, DIRECTLY OR THROUGH GROUP COMPANIES
V. APPROVAL, IF APPROPRIATE, OF THE REGULATIONS Management For
OF THE GENERAL MEETING OF SHAREHOLDERS OF TELEFONICA
S.A.
VI. DELEGATION OF POWERS TO FORMALIZE, CONSTRUE, Management For
CORRECT AND EXECUTE THE RESOLUTIONS ADOPTED BY
THE ANNUAL GENERAL SHAREHOLDER S MEETING
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE 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.
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting
THANK YOU.
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting
CONCERNING TELEFONICA SA CAN ALSO BE VIEWED IN
THE COMPANY S WEBSITE: HTTP://WWW.TELEFONICA.COM/HOME_ENG.HTML
. THANK YOU.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
I. *Management Position Unknown
II. *Management Position Unknown
III. *Management Position Unknown
IV. *Management Position Unknown
V. *Management Position Unknown
VI. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
UNICREDITO ITALIANO SPA, GENOVA MIX MEETING DATE: 04/30/2004
ISSUER: T95132105000 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
03 MAY 2004 (AND A THIRD CALL ON 04 MAY 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
E.1 AUTHORIZE THE BOARD OF DIRECTORS AS PER ARTICLE Management For *Management Position Unknown
2443 OF THE ITALIAN CIVIL CODE, TO ISSUE IN ONE
OR MORE INSTALLMENTS AND FOR A MAXIMUM THREE
YEAR TERM, A RIGHTS ISSUE, WITHOUT OPTION RIGHT
AS PER ARTICLE 2441 OF THE ITALIAN CIVIL CODE,
UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000,
EQUAL TO 0.95 OF STOCK CAPITAL, BE RESERVED TO
THE EXECUTIVES OF THE HOLDING, BANKS AND THE
GROUP S COMPANIES, COVERING RELEVANT POSITION
AMONG THE GROUP AND AMEND THE BY-LAWS OF THE
COMPANY ACCORDINGLY
E.2 AUTHORIZE THE BOARD OF DIRECTORS TO APPROVE, Management For *Management Position Unknown
IN ONE OR MORE INSTALLMENTS AND FOR A MAXIMUM
5 YEAR TERM, A BONUS ISSUE AS PER ARTICLE 2349
OF THE ITALIAN CIVIL CODE, UP TO A MAXIMUM AMOUNT
OF EUR 52,425,000, EQUAL TO A MAXIMUM AMOUNT
OF 104,850,000 OF UNICREDITO ITALIANO ORDINARY
SHARES TO BE ASSIGNED TO THE GROUP STAFF, AS
PER THE MEDIUM TERM INCENTIVE PLAN, APPROVED
BY THE BOARD OF DIRECTORS AND TO AMEND THE BY-LAWS
ACCORDINGLY
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003, THE BOARD OF DIRECTORS , THE EXTERNAL AUDITORS
REPORTS AND THE INTERNAL AUDITORS REPORTS AND
TO SUBMIT THE CONSOLIDATED BALANCE SHEET AND
THE SOCIAL AND ENVIRONMENTAL REPORTS
O.2 APPROVE THE BUY BACK AS PER ARTICLE 2357 OF THE Management For *Management Position Unknown
ITALIAN CIVIL CODE AND ARTICLE 132 OF THE LEGISLATIVE
DECREE NO.58/1998
O.3 APPROVE THE PROFIT DISTRIBUTION Management For *Management Position Unknown
O.4 APPOINT THE INTERNAL AUDITORS, THEIR CHAIRMAN Management For *Management Position Unknown
AND 2 ALTERNATE DIRECTORS
O.5 APPROVE TO FIX THE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
FOR EACH OFFICE YEAR
O.6 APPOINT KPMG S.P.A AS THE EXTERNAL AUDITORS IN Management For *Management Position Unknown
ORDER TO AUDIT THE BALANCE SHEET, THE HALF-YEARLY
MANAGEMENT AND INTERMEDIATE BALANCE SHEET REPORTS
AND APPROVE TO FIX THE EMOLUMENTS; ACKNOWLEDGE
THAT THE AUDITORS WILL BE APPOINTED BY SLATE
VOTING AND THE LISTS WILL BE PROVIDED WHENEVER
AVAILABLE
* PLEASE BE INFORMED THAT AS ANNOUNCED THE UPCOMING Non-Voting *Management Position Unknown
MEETING IS CALLED TO APPOINT INTERNAL AUDITORS.
AS INTERNAL AUDITORS HAVE TO BE APPOINTED BY
SLATE VOTING, PLEASE FIND HERE BELOW THE LIST
OF CANDIDATES. CANDIDATES PRESENTED BY FONDAZIONE
CASSA DI RISPARMIO DI VERONA VICENZA BELLUNO
E ANCONA. EFFECTIVE AUDITORS: GIAN LUIGI FRANCARDO,
ALDO MILANESE, VINCENZO NICASTRO, ANTONIO COLOMBO,
ALFONSO RUZZINI. ALTERNATE AUDITORS: GIUSEPPE
ARMENISE, GERARDO GUIDA. CANDIDATES PRESENTED
BY THE FOLLOWING SHAREHOLDERS TOGETHER HOLDING
MORE THAN 1PCT OF UNICREDITO STOCK CAPITAL: ALETTI
GESTIELLE SGR S.P.A., ARCA SGR S.P.A., BNL GESTIONI
SGR P.A., DWS INVESTMENTS ITALY SGR S.P.A., ERSEL
ASSET MANAGEMENT SGR S.P.A., FINECO ASSET MANAGEMENT
S.P.A. SGR, FINECO GESTIONI SGR S.P.A., GRUPPO
MONTE DEI PASCHI ASSET MANAGEMENT SGR S.P.A.,
NEXTRA INVESTMENT MANAGEMENT SGR S.P.A., PIONEER
ASSET MANAGEMENT S.A., PIONEER INVESTMENT MANAGEMENT
SGR P.A., RAS ASSET MANAGEMENT SGR S.P.A., SANPAOLO
IMI ASSET MANAGEMENT SGR S.P.AEFFECTIVE AUDITORS:
GIORGIO LOLI, ROBERTO TIMO, CLAUDIA CATTANI,
ENRICO COLCERASA, PAOLO SFAMENI. ALTERNATE AUDITORS:
MARCELLO FERRARI, LUCA ROSSI. THANK YOU
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/04/2004
ISSUER: 30744P102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DAVID D. MURPHY Management For For
ELAINE A. PULLEN Management For For
KARSTADT QUELLE AG, ESSEN AGM MEETING DATE: 05/04/2004
ISSUER: D38435109000 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL AND THE CONSOLIDATED Management For *Management Position Unknown
EARNINGS AND THE REPORT OF THE SUPERVISORY BOARD
FOR 2003
2. APPROVE THE USAGE OF NET PROFITS FOR 2003 WITH Management For *Management Position Unknown
A DIVIDEND PAYMENT OF EUR 0,71PER ORDINARY SHARE
3. RATIFY THE ACTS OF THE MANAGING BOARD FOR 2003 Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD FOR 2003 Management For *Management Position Unknown
5. ELECT BDO AG, DUESSELDORF AS THE AUDITORS FOR Management For *Management Position Unknown
2004
6. ELECT DR. THOMAS MIDDELHOFF AND MR. HANS REISCHL Management For *Management Position Unknown
AS THE MEMBERS OF SUPERVISORY BOARD AND MR. JUERGEN
THAN AND MR. JOCHEN APELL AS THE SUBSTITUTE MEMBERS
7. GRANT AUTHORITY TO USE OWN SHARES Management For *Management Position Unknown
SKYWEST, INC. SKYW ANNUAL MEETING DATE: 05/04/2004
ISSUER: 830879102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JERRY C. ATKIN Management For For
J. RALPH ATKIN Management Withheld Against
STEVEN F. UDVAR-HAZY Management Withheld Against
IAN M. CUMMING Management For For
W. STEVE ALBRECHT Management For For
MERVYN K. COX Management For For
SIDNEY J. ATKIN Management Withheld Against
HYRUM W. SMITH Management For For
ROBERT G. SARVER Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS THE INDEPENDENT AUDITOR OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004.
TELECOM ITALIA MOBILE SPA TIM, TORINO MIX MEETING DATE: 05/04/2004
ISSUER: T9276A104000 ISIN: IT0001052049 BLOCKING
SEDOL: 4876746, 5527957
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
05 MAY 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 AMEND MEETING REGULATION Management For *Management Position Unknown
O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003; RESOLUTIONS RELATED THERE TO
O.3 APPOINT EXTERNAL AUDITORS FOR YEARS 2004/2006 Management For *Management Position Unknown
O.4 APPOINT THE BOARD OF DIRECTORS. RESOLUTIONS RELATED Management For *Management Position Unknown
THERE TO; AS ANNOUNCED THE UPCOMING MEETING IS
CALLED TO APPOINT DIRECTORS. AS DIRECTORS HAVE
TO BE APPOINTED BY SLATE VOTING, PLEASE FIND
HERE BELOW THE LIST OF CANDIDATES PRESENTED
BY TELECOM ITALIA, HOLDING 56.13% OF TELECOM
ITALIA MOBILE STOCK CAPITAL. BOARD OF DIRECTORS:
MR. CARLO BUORA, MR. GIANNI MION, MR. MARCO EDOARDO
DE BENEDETTI, MR. CARLO ANGELICI, MR. CARLO
BERTAZZO, MR. LORENZO CAPRIO, MR. GIORGIO DELLA
SETA FERRARI CORBELLI GRECO, MR. ENZO GRILLI,
MR. ATTILIO LEONARDO LENTATI, MR. GIOACCHINO
PAOLO MARIA LIGRESTI, MR. GIUSEPPE LUCCHINI,
MR. PIER FRANCESCO SAVIOTTI, MR. PAOLO SAVONA,
MR. MAURO SENTINELLI, MR. RODOLFO ZICH
O.5 APPROVE TO STATE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
E.1 AMEND ARTICLE 1, 2, 3, 5, 6, 10, 12, 14, 15, Management For *Management Position Unknown
16, 17, 18, 19, 20, 21, 22, 23, 24, 25 AND 27
OF THE ARTICLES OF BY LAWS
* PLEASE NOTE THE REVISED WORDING OF RESOLUTIONO.4. Non-Voting *Management Position Unknown
THANK YOU
TELECOM ITALIA SPA, MILANO EGM MEETING DATE: 05/04/2004
ISSUER: T92778108000 ISIN: IT0003497168 BLOCKING
SEDOL: 7634394, 7649882
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
05 MAY 2004 (AND A THIRD CALL ON 06 MAY 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIXED MEETING. THANK Non-Voting *Management Position Unknown
YOU
O.1 APPROVE THE MEETING REGULATION Management For *Management Position Unknown
O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003
O.3 APPOINT THE EXTERNAL AUDITORS FOR YEARS 2004/2006 Management For *Management Position Unknown
O.4 APPOINT THE BOARD OF DIRECTORS, THE CANDIDATES Management For *Management Position Unknown
ARE AS FOLLOWS: MR. MARCO TRONCHETTI PROVERA,
MR. GILBERTO BENETTON, MR. CARLO ORAZIO BUORA,
MR. RICCARDO RUGGIERO, MR. GIOVANNI CONSORTE,
MR. GIANNI MION, MR. MASSIMO MORATTI, MR. RENATO
PAGLIARO, MR. CARLO ALESSANDRO PURI NEGRI, MR.
PAOLO BARATTA, MR. JOHN ROBERT SOTHEBY BOAS,
MR. DOMENICO DE SOLE, MR. LUIGI FAUSTI, MR. MARCO
ONADO, MR. LUIGI ROTH, MS. EMANUELE MARIA CARLUCCIO,
MS. ANNA GRANDORI, MR. GIUSEPPE QUIZZI, AND MR.
SANDRO SANDRI
O.5 APPROVE TO STATE THE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
E.1 AMEND THE ARTICLES 2,5,6,7,11,12,13,14,15,16,17,18,19 Management For *Management Position Unknown
OF THE BYE-LAWS TO INTRODUCE A NEW ARTICLE ON
BOARD OF DIRECTORS AND INTERNAL AUDITORS REPRESENTATIVES
INFORMATIVE REPORTS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting *Management Position Unknown
REVISED WORDING OF RESOLUTION O.4. 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.
ALLIANZ AG, MUENCHEN AGM MEETING DATE: 05/05/2004
ISSUER: D03080112000 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 580,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 29,390,439.50;SHALL BE ALLOCATED TO THE REVENUE
RESERVES; AND EX-DIVIDEND AND PAYABLE DATE: 06
MAY 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management For *Management Position Unknown
REVOCATION OF THE AUTHORIZED CAPITAL 2003/I AND
2003/II WITH THE CONSENT OF THE SUPERVISORY BOARD
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 650,000,000
THROUGH THE ISSUE OF NEW REGARDING NO-PAR SHARES
AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON
OR BEFORE 04 MAY 2009;SHAREHOLDERS SHALL BE GRANTED
SUBSCRIPTION RIGHTS FOR A CAPITAL INCREASE AGAINST
CASH PAYMENT; AND EXCEPT FOR RESIDUAL AMOUNTS,
AGAINST CONTRIBUTIONS IN KIND, AND IN ORDER TO
GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR
OPTION RIGHTS AND CORRESPONDINGLY AMEND THE ARTICLES
OF ASSOCIATION
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management For *Management Position Unknown
REVOCATION OF THE AUTHORIZED CAPITAL 2001/II
WITH THE CONSENT OF THE SUPERVISORY BOARD TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 10,000,000
THROUGH THE ISSUE OF NEW REGARDING NO-PAR SHARES
AGAINST CONTRIBUTIONS IN CASH, ON OR BEFORE 04
MAY 2009; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY
BE EXCLUDED FOR THE ISSUE OF THE EMPLOYEE SHARES
AND FOR RESIDUAL AMOUNTS AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORYBOARD, TO ISSUE
THE CONVERTIBLE AND/OR WARRANT BONDS OF UP TO
EUR 10,000,000,000 AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR THE SHARES OF THE COMPANY
ONCE OR MORE THAN ONCE ON OR BEFORE 04 MAY 2009;
AND THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, IN ORDER
TO GRANT SUCH RIGHTS TO THE HOLDERS OF PREVIOUSLY
ISSUED BONDS FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% THE OF SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE OF THE BONDS AGAINST
CONTRIBUTIONS IN KIND; THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY UP TO EUR 250,000,000
THROUGH THE ISSUE OF UP TO 97, 656,250 NEW REGARDING
NO-PAR SHARES INSOFAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED
8. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, FOR THE PURPOSE SECURITIES TRADING FINANCIAL
INSTITUTIONS AT A PRICE NOT DEVIATING MORE THAN
10% FROM THEIR MARKET PRICE, ON OR BEFORE 04
NOV 2005; THE TRADING PORTFOLIO OF SHARES TO
BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED
5% OF THE SHARE CAPITAL AT THE END OF ANY GIVEN
DAY
10. APPROVE THE CONTROL AND THE PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH JOTA- VERROEGENSVERWALTUNGSGESELL-SCHAFT
MBH A WHOLLY OWNED SUBSIDIARY OF THE COMPANY,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2004 UNTIL
31 DEC 2008
9. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES FOR Management For *Management Position Unknown
THE PURPOSES OTHER THAN SECURITIES TRADING UP
TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A PRICE NOT DIFFERING MORE THAN 15%
FROM THE MARKET PRICE OF THE SHARES OR BY THE
WAY OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20% FROM THE MARKET PRICE, ON OR BEFORE
04 NOV 2005; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO
THE SHAREHOLDERS IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR THE ACQUISITION PURPOSES
TO FLOAT THE SHARES ON THE FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF THE
CONVERTIBLE OR OPTION RIGHTS TO OFFER THE SHARES
TO THE EMPLOYEES OF THE COMPANY OR ITS AFFILIATES
AND TO RETIRE THE SHARES
* PLEASE BE ADVISED THAT ALLIANZ AG SHARES ARE Non-Voting *Management Position Unknown
ISSUED IN REGISTERED FORM AND AS SUCH DO NOT
REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU
TO VOTE. THANK YOU
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/05/2004
ISSUER: 023551104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
N.F. BRADY Management For For
J.B. COLLINS Management For For
T.H. KEAN Management For For
F.A. OLSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2004.
03 APPROVAL OF THE ADOPTION OF THE SECOND AMENDED Management For For
AND RESTATED 1995 LONG-TERM INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL TO ESTABLISH AN OFFICE OF Shareholder Against For
THE BOARD OF DIRECTORS FOR STOCKHOLDER COMMUNICATIONS.
BIOMARIN PHARMACEUTICAL INC. BMRN ANNUAL MEETING DATE: 05/05/2004
ISSUER: 09061G101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FREDRIC D. PRICE Management For For
FRANZ L. CRISTIANI Management For For
ELAINE J. HERON Management For For
PIERRE LAPALME Management For For
ERICH SAGER Management For For
JOHN URQUHART Management For For
GWYNN R. WILLIAMS Management For For
02 PROPOSAL TO RATIFY THE SELECTION BY THE BOARD Management For For
OF DIRECTORS OF KPMG LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.
BRUKER BIOSCIENCE CORPORATION BRKR ANNUAL MEETING DATE: 05/05/2004
ISSUER: 116794108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
FRANK H. LAUKIEN, PH.D. Management Withheld Against
M. C. CANAVAN, JR. Management For For
TAYLOR J. CROUCH Management For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY, Management For For
CONFIRM AND APPROVE THE SELECTION OF ERNST &
YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC
AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004.
GUILFORD PHARMACEUTICALS INC. GLFD ANNUAL MEETING DATE: 05/05/2004
ISSUER: 401829106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CRAIG R. SMITH, M.D. Management For For
GEORGE L. BUNTING, JR. Management For For
JOSEPH R. CHINNICI Management For For
BARRY M. FOX Management For For
ELIZABETH M. GREETHAM Management For For
JOSEPH KLEIN, III Management For For
RONALD M. NORDMANN Management For For
SOLOMON H. SNYDER, M.D. Management For For
DAVID C. U'PRICHARD PHD Management For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITOR FOR 2004.
03 THE AMENDMENT OF THE COMPANY S AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION, AS AMENDED, TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF OUR
COMMON STOCK FROM 75,000,000 TO 125,000,000.
HEARST-ARGYLE TELEVISION, INC. HTV ANNUAL MEETING DATE: 05/05/2004
ISSUER: 422317107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
CAROLINE L. WILLIAMS Management For
02 APPROVAL OF INCENTIVE COMPENSATION PLAN PROPOSAL. Management Against
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For
EXTERNAL AUDITORS.
04 AT THE DISCRETION OF SUCH PROXIES, ON ANY OTHER Management Against
MATTER THAT PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
02 Against
03 For
04 Against
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/06/2004
ISSUER: 012348108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
A DIRECTOR Management
FRANK R. SCHMELER Management Withheld Against
THOMAS R. BEECHER, JR. Management Withheld Against
FRANCIS L. MCKONE Management Withheld Against
BARBARA P. WRIGHT Management For For
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
HUGH J. MURPHY Management For For
B APPROVAL OF DIRECTORS ANNUAL RETAINER PLAN Management For For
HONGKONG & SHANGHAI HOTELS LTD AGM MEETING DATE: 05/06/2004
ISSUER: Y35518110000 ISIN: HK0045000319
SEDOL: 6436386
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown
3. RE-ELECT THE RETIRING DIRECTORS Management For *Management Position Unknown
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For *Management Position Unknown
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For *Management Position Unknown
WITH ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS, INCLUDING 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 I) A RIGHTS ISSUE; OR II) ANY OPTION SCHEME
OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT PURSUANT TO THE ARTICLES
OF ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For *Management Position Unknown
SHARES OF HKD 0.50 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED, AT
A PRICE DETERMINED BY THE DIRECTORS IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND REGULATIONS, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
7. APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management For *Management Position Unknown
5 AND 6, THAT THE AGGREGATE NUMBER OF SHARES
IN THE CAPITAL OF THE COMPANY REPURCHASED OR
OTHERWISE ACQUIRED BY THE COMPANY PURSUANT TO
RESOLUTION 6 ADDED TO THE AGGREGATE NUMBER OF
SHARES IN THE CAPITAL OF THE COMPANY ISSUED PURSUANT
TO RESOLUTION 5
8. APPROVE, PURSUANT TO ARTICLE 77 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION OF THE COMPANY, EFFECTIVE 01 JAN
2004, THAT THE ORDINARY REMUNERATION OF THE DIRECTORS
TO DIRECTORS OTHER THAN THOSE IN FULL-TIME EMPLOYMENT
WITH THE COMPANY BE AT RATE OF HKD 100,000 PER
ANNUM FOR EACH DIRECTOR
S.9 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
BY AMENDING ARTICLES: 2, 7A, 15, 33, 65, 74A,
85(G), 86, 90, 91, 93, 94, 98(B), 98(C), 98(C)(IV),
98(C)(V), 130, 133 TO 138 AND BY ADDING A NEW
ARTICLE 142A
KANSAS CITY SOUTHERN KSU ANNUAL MEETING DATE: 05/06/2004
ISSUER: 485170302 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. EDWARD ALLINSON Management For For
JAMES R. JONES Management For For
KAREN L. PLETZ Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF KPMG LLP AS KCS S INDEPENDENT ACCOUNTANTS
FOR 2004.
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 05/06/2004
ISSUER: 592688105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT F. SPOERRY Management For For
PHILIP CALDWELL Management For For
JOHN T. DICKSON Management For For
PHILIP H. GEIER Management For For
JOHN D. MACOMBER Management For For
HANS ULRICH MAERKI Management For For
GEORGE M. MILNE Management For For
THOMAS P. SALICE Management For For
02 APPROVAL OF AUDITORS Management For For
03 APPROVAL OF 2004 EQUITY INCENTIVE PLAN Management For For
ODYSSEY HEALTHCARE, INC. ODSY ANNUAL MEETING DATE: 05/06/2004
ISSUER: 67611V101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. BURNHAM Management For For
DAVID C. GASMIRE Management For For
MARTIN S. RASH Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 2004.
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN AGM MEETING DATE: 05/06/2004
ISSUER: D66992104000 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE FINANCIAL STATEMENTS AND THE Management For *Management Position Unknown
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTIVE Management For *Management Position Unknown
PROFIT OF : EUR 949,879,281.43; PAYMENT OF A
DIVIDEND : EUR 0.80 PER ENTITLED SHARE, THE REMAINDER
SHALL BE CARRIED FORWARD
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT THE KPMG, FRANKFURT AND BERLIN, AS THE Management For *Management Position Unknown
AUDITORS FOR THE FY 2004
6. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management For *Management Position Unknown
THE INCREASE OF THE SHARE CAPITAL TO EUR 315,413,553
THROUGH THE EXERCISE OF CONVERSION AND OPTION
RIGHTS, AND THE CORRESPONDENT REDUCTION OF THE
CONTINGENT CAPITAL
7. APPROVE TO RENEW THE AUTHORIZATION TO ACQUIRE Management For *Management Position Unknown
AND DISPOSE OF OWN SHARES; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO ACQUIRE UP TO 30,000,000
SHARES OF THE COMPANY, AT A PRICE NOT DEVIATING
MORE THAN 20% FROM THEIR MARKET PRICE, ON OR
BEFORE 31 OCT 2005 AND TO SELL THE SHARES ON
THE STOCK EXCHANGE AND TO OFFER THEM TO THE SHAREHOLDERS
FOR SUBSCRIPTION; AND AUTHORIZE THE BOARD TO
DISPOSE OF THE SHARES IN ANOTHER MANNER IF THEY
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR WITHIN THE SCOPE OF THE COMPANY STOCK
OPTION AND LONG TERM INCENTIVE PLANS, AND TO
RETIRE THE SHARES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER RESOLUTION 7
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/07/2004
ISSUER: 599902103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES J. HOMCY, M.D. Management For For
RAJU S KUCHERLAPATI PHD Management For For
ERIC S. LANDER, PH.D. Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
PRECISION DRILLING CORPORATION PDS SPECIAL MEETING DATE: 05/11/2004
ISSUER: 74022D100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT AS DIRECTORS FOR THE ENSUING YEAR: W.C. Management For For
(MICKEY) DUNN, ROBERT J.S. GIBSON, MURRAY K.
MULLEN, PATRICK M. MURRAY, FRED W. PHEASEY, ROBERT
L. PHILLIPS, HANK B. SWARTOUT, H. GARTH WIGGINS.
02 TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS AS Management For For
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR.
03 TO APPROVE THE 2004 STOCK OPTION PLAN AS DESCRIBED Management For For
IN THE MANAGEMENT INFORMATION CIRCULAR.
VIAD CORP VVI ANNUAL MEETING DATE: 05/11/2004
ISSUER: 92552R109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JESS HAY Management For For
LINDA JOHNSON RICE Management For For
ALBERT M. TEPLIN Management For For
TIMOTHY R. WALLACE Management For For
02 APPROVE AMENDMENT OF THE 1997 VIAD CORP OMNIBUS Management For For
INCENTIVE PLAN.
03 CONSIDER AND VOTE UPON A PROPOSAL TO AMEND VIAD Management For For
S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT AFTER COMPLETION OF THE
SPIN-OFF OF MONEYGRAM INTERNATIONAL, INC.
04 RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR 2004.
BOWATER INCORPORATED BOW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 102183100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ARNOLD M. NEMIROW Management For For
ARTHUR R. SAWCHUK Management For For
GORDON D. GIFFIN Management For For
DOUGLAS A. PERTZ Management For For
LAIR LIQUIDE SA MIX MEETING DATE: 05/12/2004
ISSUER: F01764103000 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.1 RECEIVE THE EXECUTIVE BOARD AND THE SUPERVISORY Management For *Management Position Unknown
BOARD REPORTS AND APPROVE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND ACKNOWLEDGE
THE NET PROFITS AT EUR 412,316,945.00
O.2 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.3 APPROVE THE AMOUNT OF DIVIDEND EUR 3.20 PER SHARE Management For *Management Position Unknown
WITH EUR 1.60 TAX CREDIT SUCH DIVIDEND AND TAX
CREDIT WILL BE PAID ON 18 MAY 2004, INCREASED
BY 10% FOR SHARES WHICH REMAINED BEARER SHARES
BETWEEN 31 DEC 2001 AND DIVIDEND PAYMENT DATE;
AND AUTHORIZE THE EXECUTIVE BOARD TO DEDUCT FROM
BALANCE CARRY FORWARD THE NECESSARY AMOUNTS TO
REMUNERATE SHARES RESULTING FROM OPTIONS EXERCISED
BEFORE ABOVE PAYMENT DATE
O.4 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE ORDINARY MEETING
OF 15 MAY 2003 AND SUBJECT TO THE APPROVAL BY
SUPERVISORY BOARD, TO REPURCHASE THE COMPANY
SHARES PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE EUR 200.00; MINIMUM SELLING PRICE:
EUR 130.00; MAXIMUM NUMBER OF SHARES TO BE PURCHASED:
10% OF THE SHARE CAPITAL; AUTHORITY IS VALID
FOR 18 MONTHS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROLF Management For *Management Position Unknown
KREBS AS A MEMBER OF THE SUPERVISORY BOARD TILL
THE END OF THE GENERAL MEETING CALLED TO DELIBERATE
ON THE 2007 ACCOUNTS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. EDOUARD Management For *Management Position Unknown
DE ROYERE AS A MEMBER OF THE SUPERVISORY BOARD
TILL THE END OF THE GENERAL MEETING CALLED TO
DELIBERATE ON THE 2007 ACCOUNTS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management For *Management Position Unknown
& YOUNG AUDIT AS THE STATUTORY AUDITORS TILL
THE END OF THE MEETING CALLED TO DELIBERATE ON
THE 2009 ACCOUNTS
O.8 APPOINT MAZARS ET GUERARD AS THE STATUTORY AUDITORS Management For *Management Position Unknown
TILL THE END OF THE MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.9 APPOINT VALERIE QUINT AS THE DEPUTY AUDITOR TILL Management For *Management Position Unknown
THE END OF THE GENERAL MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.10 APPOINT PATRICK DE CAMBOURG AS THE DEPUTY AUDITOR Management For *Management Position Unknown
TILL THE END OF THE MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.11 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLES L 225-86 AND
L 225-88 OF THE FRENCH COMMERCIAL CODE
O.12 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE ORDINARY MEETING
OF 4 MAY 2000, TO ISSUE IN ONE OR SEVERAL STAGES
A FIXED RATE LOAN STOCK FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 4,000,000,000.00; AUTHORITY IS
VALID FOR 5 YEARS
O.13 AUTHORIZE THE BOARD EXECUTIVE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE EGM OF 15 MAY
2004, TO CANCEL SHARES ACQUIRED AS PER RESOLUTION
4 OF MEETING OF 12 MAY 2004, NOT EXCEEDING 10%
OF THE SHARE CAPITAL OVER 24 MONTHS AND REDUCE
THE SHARE CAPITAL ACCORDINGLY; AUTHORITY IS
VALID FOR 24 MONTHS
O.14 AUTHORIZE THE EXECUTIVE BOARD, SUBJECT TO THE Management For *Management Position Unknown
AGREEMENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY A MAXIMUM AMOUNT OF EUR
2,000,000,000.00 BY INCORPORATING RESERVES AND
ISSUING NEW SHARES WITH OR WITHOUT PREMIUM, TO
BE PAID-UP IN CASH AND SUCH SHARES BE GRANTED
PREFERABLY TO OWNERS OF OLD SHARES; AUTHORITY
IS VALID FOR A PERIOD OF 5 YEARS
* PLEASE NOTE THAT THE MEETING WILL BE HELD ON Non-Voting *Management Position Unknown
THE SECOND CALL ON 12 MAY 2004 INSTEAD OF 27
APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.15 AUTHORIZE THE EXECUTIVE BOARD, SUBJECT TO THE Management For *Management Position Unknown
AGREEMENT OF THE SUPERVISORY BOARD, TO ISSUE,
IN ONE OR SEVERAL STAGES, A LOAN STOCK FOR A
TOTAL NOMINAL AMOUNT OF EUR 1,500,000,000.00;
AUTHORITY IS VALID FOR A PERIOD OF 5 YEARS
O.16 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN RESOLUTION 10 OF EGM
ON 30 APR 2002 AND SUBJECT TO THE AGREEMENT OF
THE SUPERVISORY BOARD, TO ISSUE STOCK OPTIONS
GIVING ACCESS TO NEW SHARES TO BE ISSUED OR SHARES
REPURCHASED AS PER RESOLUTION 4, NOT EXCEEDING
3% OF THE SHARE CAPITAL AND SUCH OPTIONS BE RESERVED
TO THE EMPLOYEES OF THE GROUP, NAMELY THE MEMBERS
OF THE EXECUTIVE BOARD; AUTHORITY IS VALID FOR
A PERIOD OF 38 MONTHS ; AND APPROVE THAT THE
OPTIONS BE VALID 10 YEARS
O.17 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN RESOLUTION 11 OF EGM
ON 30 APR 2002 AND WITH THE AGREEMENT OF THE
SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL
BY A MAXIMUM NOMINAL AMOUNT OF EUR 150,000,000.00
BY ISSUING A MAXIMUM OF 1,000,000 SHARES TO BE
SUBSCRIBED BY THE EMPLOYEES HAVING AT LEAST 3
MONTHS SENIORITY AND WHO SUBSCRIBED TO AN ENTERPRISE
SAVINGS PLAN AND IF THE SHARES ISSUED ARE NOT
ALL SUBSCRIBED, ANOTHER SHARE CAPITAL INCREASE
MAY BE EFFECTED LATER
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
UNILEVER PLC UL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 904767704 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 TO RECEIVE THE REPORT & ACCOUNTS FOR THE YEAR Management For
ENDED DECEMBER 31, 2003.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
FOR THE YEAR ENDED DECEMBER 31, 2003.
03 TO DECLARE A DIVIDEND OF 11.92 PENCE ON THE ORDINARY Management For
SHARES.
04 DIRECTOR Management For
NWA FITZGERALD, KBE* Management For
A BURGMANS* Management For
AC BUTLER* Management For
PJ CESCAU* Management For
KB DADISETH* Management For
AR BARON VAN HEEMSTRA* Management For
RHP MARKHAM* Management For
CJ VAN DER GRAAF Management For
LORD BRITTAN Management For
BARONESS CHALKER Management For
B COLLOMB Management For
W DIK Management For
O FANJUL Management For
CX GONZALEZ Management For
H KOPPER Management For
LORD SIMON Management For
J VAN DER VEER Management For
21 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY.
22 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For
REMUNERATION.
23 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES. Management For
24 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For
PRE-EMPTION RIGHTS.
25 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For
ITS OWN SHARES.
26 TO CHANGE THE ARTICLES TO REFLECT CORPORATE GOVERNANCE Management For
CHANGES--APPENDIX 1 TO NOTICE OF MEETING.
27 TO CHANGE THE ARTICLES FOR TREASURY SHARES AND Management For
OTHER MINOR CHANGES--APPENDIX 2 TO NOTICE OF MEETING.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01 For
02 For
03 For
04
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
21 For
22 For
23 For
24 For
25 For
26 For
27 For
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 948626106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LINDA HUETT Management For For
SAM K. REED Management For For
PHILIPPE J. AMOUYAL Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JANUARY 1, 2005.
03 TO APPROVE THE COMPANY S 2004 STOCK INCENTIVE Management For For
PLAN.
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/13/2004
ISSUER: 017361106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ELEANOR BAUM Management For
CYRUS F. FREIDHEIM, JR. Management For
TED J. KLEISNER Management For
02 APPROVAL OF ELIMINATION OF CUMULATIVE VOTING Management For
IN THE ELECTION OF DIRECTORS.
03 APPROVAL OF DIRECTOR EQUITY COMPENSATION PLAN. Management For
04 APPROVAL OF ANNUAL INCENTIVE PLAN. Management For
05 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
06 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Management For
VOTE.
07 STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER INPUT Management For
ON POISON PILLS.
08 STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY. Management For
09 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD Shareholder For
CHAIRMAN.
10 STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK Shareholder For
OPTIONS.
11 STOCKHOLDER PROPOSAL REGARDING RETENTION OF Shareholder For
STOCK OBTAINED THROUGH OPTIONS.
12 STOCKHOLDER PROPOSAL REGARDING AUDITOR FEES. Shareholder Against
13 STOCKHOLDER PROPOSAL REGARDING PRE-EMPTIVE RIGHTS. Shareholder Against
14 STOCKHOLDER PROPOSAL REGARDING REINCORPORATION Shareholder Against
IN DELAWARE.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 Against
10 Against
11 Against
12 For
13 For
14 For
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/13/2004
ISSUER: 216640102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAMAR NORSWORTHY Management For For
MICHAEL E. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
AUDITORS FOR 2004
03 VOTE ON A STOCKHOLDER PROPOSAL Shareholder For Against
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/13/2004
ISSUER: 346091705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CORTLANDT S. DIETLER Management For For
DOD A. FRASER Management For For
PATRICK R. MCDONALD Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.
LVMH MOET HENNESSY LOUIS VUITTON, PARIS AGM MEETING DATE: 05/13/2004
ISSUER: F58485115000 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS A MIX (ORDINARY AND Non-Voting *Management Position Unknown
EXTRAORDINARY GENERAL) MEETING. THANK YOU
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. KILIAN Management For *Management Position Unknown
HENNESSY AS CONTROL AGENT FOR A PERIOD OF 3 YEARS
14. APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management For *Management Position Unknown
AND YOUNG AUDIT AS STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
16. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DOMINIQUE Management For *Management Position Unknown
THOUVENIN AS DEPUTY AUDITOR FOR A PERIOD OF 6
YEARS
18. APPROVE TO SET AN AMOUNT OF EUR 1,147,500.00 Management For *Management Position Unknown
TO BE ALLOCATED TO THE MEMBERS OF THE BOARD OF
DIRECTORS AS ATTENDANCE FEES
19. GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 10% OVER A
24 MONTH PERIOD; AUTHORITY IS GIVEN FOR 24 MONTHS
2. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For *Management Position Unknown
THE FY 2003; GRANT PERMANENT DISCHARGE TO THE
MEMBERS OF THE BOARD OF DIRECTORS FOR THE COMPLETION
OF THEIR ASSIGNMENT FOR THE CURRENT YEAR
4. APPROVE THE APPROPRIATION OF THE PROFITS: PROFITS Management For *Management Position Unknown
FOR THE FY: EUR 768,370,044.10; LEGAL RESERVE:
NIL; PRIOR RETAINED EARNINGS: EUR 557,531,725.93;
DISTRIBUTABLE PROFITS: EUR 1,325,901,770.03;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 0.85 WITH A CORRESPONDING TAX CREDIT OF
EUR 0.425
5. RATIFY THE COOPTATION OF MS. DELPHINE ARNAULT Management For *Management Position Unknown
WHO REPLACES MR. JEAN PEYRELEV ADE, AS DIRECTOR
UP TO THE GENERAL MEETING RULING ON ANNUAL ACCOUNTS
DURING 2004; RENEW THE TERM OF OFFICE OF MS.
DELPHINE ARNAULT AS A DIRECTOR FOR A PERIOD OF
3 YEARS
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management For *Management Position Unknown
ARNAULT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. NICHOLAS Management For *Management Position Unknown
CLIVE WORMS AS A DIRECTORFOR A PERIOD OF 3 YEARS
10. APPOINT MR. PATRICK HOUEL AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
1. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For *Management Position Unknown
PRESENTED AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
3. APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE 225-38 OF THE
FRENCH COMMERCIAL LAW
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
ARNAULT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. FELIX Management For *Management Position Unknown
G. ROHATYN AS A DIRECTOR FORA PERIOD OF 3 YEARS
11. APPOINT MR. HUBERT VEDRINE AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
13. APPOINT DELOITTE TOUCHE TOHMATSU AUDIT AS THE Management For *Management Position Unknown
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DENIS Management For *Management Position Unknown
GRISON AS DEPUTY AUDITOR FORA PERIOD OF 6 YEARS
17. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ANY EXISTING AUTHORITY, TO BUY COMPANY SHARES
ON THE STOCK EXCHANGE, NOTABLY IN VIEW OF ADJUSTING
THEIR PRICE PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 100.00; MINIMUM SELLING PRICE:
EUR 30.00 MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS
20. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
ARTICLE 12 BOARD OF DIRECTORS ; ARTICLE 16
POWERS TO THE CHAIRMAN OF THE BOARD OF DIRECTORS
; ARTICLE 19 CONVENTIONS SUBJECTED TO AN AUTHORIZATION
; AND ARTICLE 26 IDENTIFICATION OF SHAREHOLDERS
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/13/2004
ISSUER: G90078109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT L. LONG Management For For
MARTIN B. MCNAMARA Management For For
ROBERT M. SPRAGUE Management For For
J. MICHAEL TALBERT Management For For
02 APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE Management For For
PLAN AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS INDEPENDENT AUDITORS.
IMC GLOBAL INC. IGL ANNUAL MEETING DATE: 05/14/2004
ISSUER: 449669100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD F. MAZANKOWSKI Management For For
DOUGLAS A. PERTZ Management For For
RICHARD L. THOMAS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT AUDITORS.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/14/2004
ISSUER: 676220106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEE A. AULT III Management For For
NEIL R. AUSTRIAN Management For For
DAVID W. BERNAUER Management For For
ABELARDO E. BRU Management For For
DAVID I. FUENTE Management For For
BRENDA J. GAINES Management For For
MYRA M. HART Management For For
W. SCOTT HEDRICK Management For For
JAMES L. HESKETT Management For For
PATRICIA H. MCKAY Management For For
MICHAEL J. MYERS Management For For
BRUCE NELSON Management For For
02 AMENDMENT OF COMPANY S LONG-TERM EQUITY INCENTIVE Management For For
PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY 15,000,000 SHARES.
03 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
TOTAL SA MIX MEETING DATE: 05/14/2004
ISSUER: F92124100000 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management For
REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF
THE COMPANY TOTAL S.A. FOR THE FY 2003
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management For
BOARD OF DIRECTORS REPORT FORTHE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE REPORTS BY THE BOARD OF DIRECTORS Management For
AND BY THE AUDITORS HAVING BEENMADE AVAILABLE
TO THE SHAREHOLDERS, THE CONSOLIDATED BALANCE
SHEET AND THE CONSOLIDATED FINANCIAL STATEMENTS
OF TOTAL S.A. FOR THE FYE 31 DEC 2003
O.4 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management For
3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES:
655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD: EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.70 WITH A CORRESPONDING TAX CREDIT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management For
AUTHORITY OF THE RESOLUTION 6 OFTHE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management For
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000, WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDINATED
OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT OF
EUR 10,000,000,000.00; AUTHORITY EXPIRES AT
THE END OF 5 YEARS
0.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Non-Voting
DERUDDER AS A DIRECTOR FORA PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISION OF THE ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE AS
A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management For
THE FIRM BARBIER, FRINAULT ANDAUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management For
KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management For
ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD
OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management For
WHO REPLACES THE FIRM SALUSTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management For
DIRECTORS AS THE ATTENDANCE FEES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENEFIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management For
EMPLOYEES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WARRANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management For
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 129612 DUE TO CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
0.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.14 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
O.15 *Management Position Unknown
O.16 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
E.19 *Management Position Unknown
E.22 *Management Position Unknown
E.20 *Management Position Unknown
E.21 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/17/2004
ISSUER: N14952225000 ISIN: NL0000341485 BLOCKING
SEDOL: 4113766
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE ANNUAL REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
FOR THE YEAR 2003
3.A APPROVE THE ANNUAL ACCOUNTS 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY REPORT Management For *Management Position Unknown
3.C GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management For *Management Position Unknown
3.D GRANT DISCHARGE TO THE SUPERVISORY BOARD Management For *Management Position Unknown
3.E APPROVE THE DIVIDEND POLICY Management For *Management Position Unknown
3.F APPROVE THE APPROPRIATION PROFIT Management For *Management Position Unknown
4. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
5. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
6. GRANT AUTHORITY TO ACQUIRE SHARES IN ITS OWN Management For *Management Position Unknown
CAPITAL
7. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
8. ANY OTHER BUSINESS Other For *Management Position Unknown
9. CLOSING Non-Voting *Management Position Unknown
DEUTSCHE TELEKOM AG, BONN AGM MEETING DATE: 05/18/2004
ISSUER: D2035M136000 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Management For *Management Position Unknown
THE DISRTIBUTABLE PROFIT OF EUR 2,035,084,823.20
AS FOLLOWS: EUR 2,035,084,823.20 SHALL BE ALLOCATED
TO OTHER REVENUE RESERVES
3. RATIFY THE ACTS OF THE BOARD OF THE MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFY THE ACTS OF THE BOARD OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management For *Management Position Unknown
AND ERNST & YOUNG AG, STUTTGART, AS THE AUDITORS
FOR THE FY 2004
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
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
14. AMEND THE SEC 14 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO THE REVOCATION OF THE COMPANY S 2001 Management For *Management Position Unknown
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 AUTHORIZED Management For *Management Position Unknown
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 WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY T-FUNKT VERTRIEBEGESELLSCHAFT
MBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
10. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY TRAVAITA TELEKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY NORMA TELEKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
12. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
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 THE ASSOCIATION Management For *Management Position Unknown
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 REFERENCE
YEAR
* PLEASE BE ADVISED THAT DEUTSCHE TELEKOM AG Non-Voting *Management Position Unknown
SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/18/2004
ISSUER: 74153Q102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
ROBERT L. BARBANELL Management For
PAUL A. BRAGG Management For
DAVID A.B. BROWN Management For
J.C. BURTON Management For
JORGE E. ESTRADA Management For
WILLIAM E. MACAULAY Management For
RALPH D. MCBRIDE Management Withheld
DAVID B. ROBSON Management For
02 APPROVAL OF THE COMPANY S 2004 DIRECTORS STOCK Management For
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
Against
For
02 For
03 For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/18/2004
ISSUER: 883556102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARIJN E. DEKKERS Management For For
ROBERT A. MCCABE Management For For
ROBERT W. O'LEARY Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE AND Shareholder Against For
TIME-BASED RESTRICTED STOCK.
AVENTIS MIX MEETING DATE: 05/19/2004
ISSUER: F0590R100000 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
4. APPROVE THE REGULATED AGREEMENTS MENTIONED IN Management For
THE SPECIAL AUDITORS REPORT
5. AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For
FOR THE AUTHORITY ON 17 APR 2003, TO TRADE COMPANY
SHARES ON THE STOCK EXCHANGE, IN VIEW OF ADJUSTING
THEIR PRICE AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE : EUR 100.00; MINIMUM
SELLING PRICE : EUR 50.00; MAXIMUM NUMBER OF
SHARES TO BE ACQUIRED 80,229,280 SHARES FOR EUR
8,022,928,000.00; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS
6. APPOINT MR. YVES NICOLAS AS DEPUTY AUDITOR IN Management For
REPLACEMENT OF PRICEWATERHOUSECOOPERS AUDIT,
FOR THE UN EFFECTED PART OF ITS TERM
7. APPROVE TO FIX THRESHOLD TRESPASSING NOTIFICATION Management For
AT 5 BANKING DAYS AFTER THRESHOLD TRESPASSING
DATE AND TO AMEND ARTICLE 7 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
8. APPOINT THE MEMBERS OF THE EXECUTIVE BOARD FOR Management For
3 YEARS AND AMEND ARTICLE 11 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
9. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management For
FOR 3 YEARS AND AMEND ARTICLE 13 OF ARTICLES
OF ASSOCIATION ACCORDINGLY
10. APPROVE TO NO SHAREHOLDER CAN HAVE MORE THAN Management Against
15% VOTING RIGHTS DIRECTLY OR INDIRECTLY AND
AMEND ARTICLE 16.5 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
11. AUTHORIZE THE EXECUTIVE BOARD TO ISSUE 857,192,062 Management For
STAND ALONE WARRANTS TO THE SHAREHOLDERS FREE
OF CHARGE IN THE PROPORTION OF 1 WARRANT PER
SHARE HELD BY THE SHAREHOLDER; THE NUMBER OF
SHARES OWNED PER SHAREHOLDER WILL BE DETERMINED
BY THE NUMBER SHARES TIED UP ON THE SECOND BANKING
DAY BEFORE THE CLOSING OF THE SANOFI SYNTHELABO
OFFER DATED 26 JAN 2004 OR ANY FURTHER PUBLIC
OFFERING EFFECTED BY SANOFI SYNTHELABO NOT AGREED
BY AVENTI S SUPERVISORY BOARD AND THE WARRANTS
WILL BE DISTRIBUTED ON THE LAST BANKING DAY BEFORE
THE CLOSING DATE OF THE OFFER; EACH STAND ALONE
WARRANT WILL GIVE RIGHT TO SUBSCRIBE TO 1 SHARE
OF EUR 3.82 NOMINAL VALUE, TO BE PAID UP IN CASH
OR BY COMPENSATION OF A LIQUID RECOVERABLE AND
MATURE DEBT; EXERCISE OF SAID WARRANTS IS LINKED
TO THE AGREEMENT BY THE FRENCH MARKET AUTHORITY
OF ABOVE OFFER(S) AND TO THE POSSIBLE SALE OF
PLAVIX OR ITS POSSIBLE LICENSING BEFORE 31 DEC
2007; ANTICIPATED EXERCISE ACCEPTED IN CASE OF
PUBLIC OFFERING NOT ACCEPTED BY FRENCH MARKET;
AUTHORITY AMF , INCREASE OF SHARE NOMINAL VALUE,
MERGER INTO A COMPANY WITH A SUPERIOR SHARE NOMINAL
VALUE, DEMERGER OF THE COMPANY
13. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARTIN Management For
FRUHAUF AS A MEMBER OF THE SUPERVISORY BOARD
FOR 3 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HUBERT Management For
MARKL AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
17. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management For
PINEAU-VALANCIENNE AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-MARC Management For
BRUEL AS A MEMBER OF THESUPERVISORY BOARD FOR
3 YEARS
14. APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
KAMPF AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
16. APPROVE TO RENEW THE TERM OF OFFICE OF MR. GUNTER Management For
METZ AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
18. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MME Management For
SEHAM RAZZOUQI AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
19. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For
RENAULT AS A MEMBER OF THE SUPERVISORY BOARD
FOR 3 YEARS
20. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HANS Management For
JURGEN SCHINZLER AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
21. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARC Management For
VIENOT AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
22. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
1. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For
THE FY 2003; NET PROFITS FOR THE FY EUR 847,051,268.13
2. APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY Management For
2003; NET CONSOLIDATED PROFITS EUR 1,901,270,000.00
3. APPROVE THE APPROPRIATION PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY EUR 847,051,268.13; LEGAL
RESERVE EUR 28,215,607.03; REGULATED RESERVES
EUR 10,000.00; BALANCE AMOUNT EUR 818,825,661.10
PLUS PRIOR RETAINED EARNINGS EUR 1,449,676,409.16
TOTAL TO APPROPRIATE EUR 2,268,502,070.26; GLOBAL
DIVIDEND EUR 657,880,101.74; BALANCE CARRY FORWARD
EUR 1,610,621,968.52; NET DIVIDEND PER SHARE
EUR 0.82 WITH EUR 0.41 TAX CREDIT, TO BE PAID
ON 25 JUN 2004
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
13. *Management Position Unknown
15. *Management Position Unknown
17. *Management Position Unknown
12. *Management Position Unknown
14. *Management Position Unknown
16. *Management Position Unknown
18. *Management Position Unknown
19. *Management Position Unknown
20. *Management Position Unknown
21. *Management Position Unknown
22. *Management Position Unknown
* *Management Position Unknown
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/19/2004
ISSUER: 319963104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HENRY C. DUQUES Management For For
CHARLES T. FOTE Management For For
RICHARD P. KIPHART Management For For
JOAN E. SPERO Management For For
02 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2004.
NATIONAL-OILWELL, INC. NOI ANNUAL MEETING DATE: 05/19/2004
ISSUER: 637071101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROGER L. JARVIS Management For For
MERRILL A. MILLER, JR. Management For For
FREDERICK W. PHEASEY Management For For
WABTEC WAB ANNUAL MEETING DATE: 05/19/2004
ISSUER: 929740108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. BROOKS Management For For
WILLIAM E. KASSLING Management For For
JAMES P. MISCOLL Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE COMPANY FOR THE 2004 FISCAL YEAR.
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/20/2004
ISSUER: 232572107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
CHARLES J. ABBE Management Withheld Against
ROBERT P. AKINS Management Withheld Against
EDWARD H. BRAUN Management Withheld Against
MICHAEL R. GAULKE Management Withheld Against
WILLIAM G. OLDHAM Management Withheld Against
PETER J. SIMONE Management Withheld Against
YOUNG K. SOHN Management Withheld Against
JON D. TOMPKINS Management Withheld Against
02 TO APPROVE AN AMENDMENT TO CYMER S 1996 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 200,000 SHARES.
03 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management Abstain Against
AUDITORS OF CYMER FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004.
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/20/2004
ISSUER: 458665106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DIANNE DILLON-RIDGLEY Management For For
JUNE M. HENTON Management For For
CHRISTOPHER G. KENNEDY Management For For
JAMES B. MILLER, JR. Management For For
THOMAS R. OLIVER Management For For
02 PROPOSAL TO APPROVE THE INTERFACE, INC. EXECUTIVE Management For For
BONUS PLAN.
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/20/2004
ISSUER: 72919P103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
GEORGE C. MCNAMEE Management For For
DOUGLAS T. HICKEY Management For For
J. DOUGLAS GRANT Management Withheld Against
VARCO INTERNATIONAL, INC. VRC ANNUAL MEETING DATE: 05/20/2004
ISSUER: 922122106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GREG L. ARMSTRONG Management For For
GEORGE S. DOTSON Management For For
RICHARD A. KERTSON Management For For
JOHN F. LAULETTA Management For For
ERIC L. MATTSON Management For For
L.E. SIMMONS Management For For
JEFFERY A. SMISEK Management For For
DOUGLAS E. SWANSON Management For For
JAMES D. WOODS Management For For
02 TO APPROVE AN AMENDMENT TO THE EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK THAT MAY BE ISSUED BY 900,000
SHARES.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS VARCO S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/21/2004
ISSUER: G17444152000 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE 52 WEEKS ENDED 28 DEC 2003 AND THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE THE RECOMMENDED FINAL DIVIDEND 2003 Management For *Management Position Unknown
3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
4. RE-APPOINT MR. JOHN SUNDERLAND AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MR. KEN HANNA AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. RICK BRADDOCK AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT MR. ROGER CARR AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MR. DAVID THOMPSON AS A DIRECTOR Management For *Management Position Unknown
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
11. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 85.27 MILLION;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
SECTION 94(2) OF THE COMPANIES ACT 1985 FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
11AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS;
B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 12.92
MILLION; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; 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.13 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For *Management Position Unknown
WITH SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES SECTION 163(3) WHICH
HAS A TOTAL NOMINAL VALUE OF GBP 25.84 ORDINARY
SHARES OF, AT A MINIMUM PRICE, EXCLUSIVE OF EXPENSES,
EQUAL TO THE NOMINAL VALUE OF EACH ORDINARY SHARE
AND THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE 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 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
14. AMEND THE RULES OF THE CADBURY SCHWEPPES SHARE Management For *Management Position Unknown
OPTION PLAN 1994
15. AMEND THE RULES OF THE CADBURY SCHWEPPES PLC Management For *Management Position Unknown
1997 LONG TERM INCENTIVE PLAN
16. APPROVE THE CADBURY SCHWEPPES PLC BONUS SHARE Management For *Management Position Unknown
RETENTION PLAN 2004 AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS NECESSARY TO
ESTABLISH AND CARRY IT INTO EFFECT AND TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN EXCEPT THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN THE QUORUM IN RESPECT OF HIS
OWN PARTICIPATION ANY PROHIBITION ON VOTING
OR COUNTING IN THE QUORUM CONTAINED IN ARTICLES
OF ASSOCIATION OF THE COMPANY OF THE COMPANY
17. AMEND THE RULES OF THE CADBURY SCHWEPPES IRISH Management For *Management Position Unknown
EMPLOYEE SHARE SCHEME, THE CADBURY SCHWEPPES
IRISH AVC SAVINGS RELATED SHARE OPTION SCHEME,
THE CADBURY SCHWEPPES IRISH SAVINGS RELATED SHARE
OPTION SCHEME, THE CADBURY SCHWEPPES IRISH SAVINGS
RELATED SHARE OPTION SCHEME 1982, THE CADBURY
SCHWEPPES IRISH SAVINGS RELATED SHARE OPTION
SCHEME 1998, THE CADBURY SCHWEPPES UNITED STATES
AND CANADA EMPLOYEE STOCK PURCHASE PLAN 1994,
THE CHOICES SHARE INCENTIVE PLAN AND THE CADBURY
SCHWEPPES ASIA PACIFIC EMPLOYEE SHARE ACQUISITION
PLAN 2002
18. AUTHORIZE THE DIRECTORS TO ESTABLISH A FURTHER Management For *Management Position Unknown
PLAN OR PLANS CONTAINING SUCH PROVISIONS AS THE
DIRECTORS DECIDE SUBJECT TO: A) SUCH PLAN OR
PLANS MUST OPERATE WITHIN THE LIMITS ON THE NUMBER
OF NEW ORDINARY SHARES WHICH MADE AVAILABLE FROM
TIME TO TIME UNDER THE COMPANY S OTHER EMPLOYEE
SHARE PLANS EXISTING PLANS ; B) SUCH PLAN OR
PLANS MUST, EXCEPT TO THE EXTENT NECESSARY OR
DESIRABLE TO TAKE ACCOUNT OF OVERSEAS TAX, SECURITIES
OR EXCHANGE CONTROL LAWS, CONTAIN LIMITATIONS
SO AS TO ENSURE, SO FAR AS THE DIRECTORS CONSIDER
PRACTICABLE, THE PARTICIPANTS IN SUCH OR PLANS
OBTAIN NO GREATER BENEFIT THAN EMPLOYEES PARTICIPATING
IN THE EXISTING PLANS; AND C) ONCE ESTABLISHED,
THE PROVISIONS OF SUCH PLAN OR PLANS MAY NOT
AMENDED WITHOUT THE PRIOR APPROVAL OF THE COMPANY
IN GENERAL MEETING IF SUCH APPROVAL WOULD BE
REQUIRED TO AMEND THE COMPARABLE PROVISIONS IN
THE EXISTING PLANS; AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS NECESSARY TO
ESTABLISH AND CARRY IT INTO EFFECT AND TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN EXCEPT THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN THE QUORUM IN RESPECT OF HIS
OWN PARTICIPATION ANY PROHIBITION ON VOTING
OR COUNTING IN THE QUORUM CONTAINED IN ARTICLES
OF ASSOCIATION OF THE COMPANY OF THE COMPANY
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/21/2004
ISSUER: 887317105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
JAMES L. BARKSDALE Management For
STEPHEN F. BOLLENBACH Management For
STEPHEN M. CASE Management For
FRANK J. CAUFIELD Management For
ROBERT C. CLARK Management For
MILES R. GILBURNE Management For
CARLA A. HILLS Management For
REUBEN MARK Management For
MICHAEL A. MILES Management For
KENNETH J. NOVACK Management For
RICHARD D. PARSONS Management For
R.E. TURNER Management For
FRANCIS T. VINCENT, JR. Management For
02 RATIFICATION OF AUDITORS. Management For
03 STOCKHOLDER PROPOSAL REGARDING CHINA BUSINESS Shareholder Against
PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING REPORT ON PAY DISPARITY. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 12686C109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES D. FERRIS Management For For
RICHARD H. HOCHMAN Management For For
VICTOR ORISTANO Management For For
VINCENT TESE Management For For
THOMAS V. REIFENHEISER Management For For
JOHN R. RYAN Management For For
02 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For For
OF KPMG LLP, AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR 2004.
ENI SPA, ROMA MIX MEETING DATE: 05/25/2004
ISSUER: T3643A145000 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
26 MAY 2004 AND A THIRD CALL ON 28 MAY 2004.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE FINANCIAL STATEMENT AND THE CONSOLIDATED Management For *Management Position Unknown
FINANCIAL STATEMENT AT 31 DEC 2003 AND ALSO THE
BOARD OF DIRECTORS AND THE AUDITORS REPORT
O.2 APPROVE THE ALLOCATION OF NET INCOME Management For *Management Position Unknown
O.3 GRANT AUTHORITY TO PURCHASE ENI SHARES Management For *Management Position Unknown
O.4 APPOINT THE INDEPENDENT AUDITORS FOR THE THREE-YEAR Management For *Management Position Unknown
PERIOD 2004-2006
O.5 AMENDMENT TO ARTICLE 2.1 OF ENI S.P.A. S SHAREHOLDERS Management For *Management Position Unknown
MEETING REGULATION
O.6 APPROVE THE EMOLUMENTS OF THE DIRECTORS Management For *Management Position Unknown
E.1 AMEND THE ARTICLES 2.1, 11.2, 12.2, 13, 16.1, Management For *Management Position Unknown
17.2, 17.3, 19.3 AND 23 OF ENI BY-LAWS PURSUANT
TO THE LEGISLATIVE DECREE NO. 6 DATED 17 JAN
2003
E.2 AMEND ARTICLES 17.3, 19.1 AND 28.1 OF ENI BY-LAWS Management For *Management Position Unknown
SHANGRI-LA ASIA LTD AGM MEETING DATE: 05/25/2004
ISSUER: G8063F106000 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For *Management Position Unknown
THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For *Management Position Unknown
3. RE-ELECT THE DIRECTORS, WHO RETIRES Management For *Management Position Unknown
4. APPROVE TO FIX THE DIRECTORS FEE INCLUDING Management For *Management Position Unknown
FEES PAYABLE TO THE MEMBERS OF THE AUDIT AND
REMUNERATION COMMITTEE
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For *Management Position Unknown
OF THE COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
AND ISSUE ADDITIONAL SHARES IN THE SHARE CAPITAL
OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD,
NOT EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY, OTHERWISE THAN PURSUANT TO I) A
RIGHTS ISSUE; II) THE EXERCISE OF OPTIONS OR
SIMILAR ARRANGEMENT; III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT; IV) THE EXERCISE OF ANY
CONVERSION RIGHTS ATTACHING TO THE ZERO COUPON
GUARANTEED CONVERTIBLE BONDS DUE 2009 ISSUED
BY SHANGRI-LA FINANCE LIMITED; AND V) ANY SPECIFIC
AUTHORITY; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For *Management Position Unknown
ITS OWN SHARES DURING THE RELEVANT PERIOD, ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
HKSE OR ANY OTHER STOCK EXCHANGE ON WHICH THE
SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND HKSE FOR THIS PURPOSE OR ON THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND THE REQUIREMENTS OF THE RULES GOVERNING THE
LISTING OF SECURITIES ON THE HKSE OR THAT OF
ANY STOCK EXCHANGE AS AMENDED FROM TIME TO TIME,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
6.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management For *Management Position Unknown
NO. 6.B, TO EXTEND THE GENERAL MANDATE GRANTED
TO THE DIRECTORS OF THE COMPANY TO ALLOT SHARES
PURSUANT TO SUCH GENERAL MANDATE, BY AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE COMPANY UNDER THE AUTHORITY GRANTED BY
THE RESOLUTION NO. 6.B, PROVIDED THAT SUCH AMOUNT
DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESOLUTION
S.7 AMEND BY-LAW 1(A), 70, 76A, 98(H), 98(I), 98(K), Management For *Management Position Unknown
103, 162(B), 162(C), 162(D),167(A), 167(B) AND
169 OF THE BYE-LAWS OF THE COMPANY
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/25/2004
ISSUER: G95089101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PHILIP BURGUIERES Management For For
NICHOLAS F. BRADY Management For For
DAVID J. BUTTERS Management For For
BERNARD J. DUROC-DANNER Management For For
SHELDON B. LUBAR Management For For
WILLIAM E. MACAULAY Management For For
ROBERT B. MILLARD Management For For
ROBERT K. MOSES, JR. Management For For
ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
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.
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/26/2004
ISSUER: 603158106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN B. CURCIO Management For For
PAUL R. SAUERACKER Management For For
WILLIAM C. STIVERS Management For For
02 RATIFICATION OF APPOINTMENT OF AUDITORS. Management For For
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/27/2004
ISSUER: 004631107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMIE KELLNER Management For For
DOUGLAS GEALY Management For For
THOMAS ALLEN Management For For
JAMES COLLIS Management For For
MICHAEL CORRIGAN Management For For
THOMAS EMBRESCIA Management For For
BRIAN MCNEILL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 05/27/2004
ISSUER: 01988P108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. KLUGER Management For For
ROBERT COMPTON Management For For
02 AMENDMENT AND RESTATEMENT OF AMENDED AND RESTATED Management Against Against
1993 STOCK INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2004.
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 05/27/2004
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. ROBERT DUTKOWSKY Management For For
MR. DENIS O'LEARY Management For For
MR. ROBERT PANGIA Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management For For
PLAN TO PROHIBIT REPRICING OF OUTSTANDING STOCK
OPTIONS OR STOCK APPRECIATION RIGHTS WITHOUT
STOCKHOLDER APPROVAL AND TO REAPPROVE THE PERFORMANCE
CRITERIA UNDER THE 1997 STOCK INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
BNP PARIBAS MIX MEETING DATE: 05/28/2004
ISSUER: F1058Q238000 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE MEETING WILL BE HELD ON THE Non-Voting
SECOND CALL ON 28 MAY 2004 (AND NOT ON 13 MAY
2004). PLEASE ALSO NOTE THAT YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID. THANK YOU.
YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management Take No Action
REPORTS FOR THE FY CLOSED ON 31 DEC 2003 AND
APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY
2003
O.2 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management Take No Action
REPORTS AND APPROVE THE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND THE NET PROFIT
AFTER TAX AMOUNTS TO EUR 2,358,756,301.88
O.3 APPROVE THAT THE TOTAL (FORMED BY THE FY NET Management Take No Action
PROFIT OF EUR 2,358,756,301.88 AND THE CREDIT
PRIOR RETAINED EARNINGS OF EUR 6,110,425,156.15),
I. E. A SUM OF EUR 8,469,181,458.03 WILL BE ALLOCATED
AS FOLLOWS: TO THE LEGAL RESERVE: EUR 856,423.20,
TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS:
EUR 102,919,700.80, TO THE INVESTMENT SPECIAL
RESERVE: EUR 36,193,223.00, TO THE GLOBAL DIVIDEND:
EUR 1,310,242,625.80, TO THE BALANCE CARRIED
FORWARD: EUR 7,018,969,485.23 AND THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.45 WITH
A CORRESPONDING TAX CREDIT OF EUR 0.725, IT WILL
BE PAID ON 11 JUN 2004
O.4 APPROVE THE AUDITORS SPECIAL REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L.225-38 (FRENCH
COMMERCIAL LAW)
O.5 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF DEBT SECURITIES (BONDS, SIMILAR SECURITIES)
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000,000.00;
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
LINDSAY OWEN-JONES AS A DIRECTOR FOR 3 YEARS
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN REPLACEMENT Management Take No Action
OF ANY EXISTING AUTHORITY, TO 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 75.00,
MINIMUM SELLING PRICE: EUR 35.00, MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY IS GIVEN FOR 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
LOUIS SCHWEITZER AS A DIRECTOR FOR 3 YEARS
O.9 ACKNOWLEDGE THAT MR. M. DAVIDE PEAKE DOES NOT Management Take No Action
ASK THE RENEWAL OF ITS TERM OF ASSOCIATION AS
DIRECTOR AND DECIDES NOT TO APPOINT A NEW DIRECTOR
E.17 AMEND ARTICLES 9, 10, 12, 13 AND 15 OF THE ARTICLES Management Take No Action
OF ASSOCIATION
O.10 APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management Take No Action
A COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT
IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS
WHICH ARE PRESCRIBED BY LAW
E.11 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE COMPANY SHARES AND OF SECURITIES OF ANY
KIND (THE PREFERENTIAL RIGHT IS MAINTAINED) FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00
(CAPITAL INCREASES), EUR 10,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.12 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE COMPANY SHARES AND OF SECURITIES OF ANY
KIND (PREFERENTIAL SUBSCRIPTION RIGHT: CANCELLED),
FOR A MAXIMUM NOMINAL AMOUNT OF: EUR 340,000,000.00
(CAPITAL INCREASE), EUR 8,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.13 APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS Management Take No Action
ALL POWERS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
IN ORDER TO INCREASE THE COMPANY SHARE CAPITAL
ON ITS SOLE DECISION BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF INCORPORATING
ALL OR PART OF THE RESERVES, PROFITS, EXISTING
SHARE PREMIUMS, TO BE CARRIED OUT BY THE DISTRIBUTION
OF FREE SHARES OR THE INCREASE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY IS VALID FOR
26 MONTHS ; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY
TO CARRY OUT THE CAPITAL INCREASE WHICH HAS BEEN
ADOPTED
E.14 APPROVE THAT THE DELEGATIONS GRANTED TO THE BOARD Management Take No Action
OF DIRECTORS TO REALIZE INCREASES OF THE COMPANY
S SHARE CAPITAL, ARE NOT MAINTAINED IN A PERIOD
OF TAKE-OVER OR EXCHANGE BID ON THE COMPANY S
SHARES (EXCEPT FOR THE TRANSACTIONS THE PRINCIPAL
DECISION OF WHICH WAS APPROVED BY THE BOARD OF
DIRECTORS); AUTHORITY IS VALID TILL THE COMPANY
GENERAL MEETING WHICH WILL HAVE TO DELIBERATE
UPON THE ACCOUNTS OF THE 2004 FY
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO MEMBERS OF THE
ENTERPRISE SAVINGS PLAN FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 20,000,000.00 STARTING THE PRESENT
MEETING (INSTEAD OF EUR 60,000,000.00 AS PREVIOUSLY
SET BY THE COMBINED GENERAL MEETING OF 14 MAY
2003, RESOLUTION NO.16); AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.16 APPROVE TO GRANT ALL POWERS TO THE BOARD OF DIRECTORS, Management Take No Action
IN REPLACEMENT OF ANY EXISTING AUTHORITY, TO
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 10% OF THE
SHARE CAPITAL OVER A 18 MONTHS PERIOD
E.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.8 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.9 *Management Position Unknown
E.17 *Management Position Unknown
O.10 *Management Position Unknown
E.11 *Management Position Unknown
E.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
BWT AG, MONDSEE AGM MEETING DATE: 05/28/2004
ISSUER: A1141J105000 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL REPORT 2003, REPORTING OF Management For *Management Position Unknown
THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BAORD
4. APPROVE THE STATUTORY ALLOWANCE FOR SUPERVISORY Management For *Management Position Unknown
BOARD FOR THE YEAR 2003
5. ELECT THE AUDITORS FOR THE FY 2004 Management For *Management Position Unknown
6. APPROVE TO CHANGE THE ARTICLE TO EXCLUDE A POSIBLE Management For *Management Position Unknown
DISCOUNT IN CASE OF A MANDATORY OFFER AND ADD
A NEW ARTICLE 29
CLARINS SA MIX MEETING DATE: 05/28/2004
ISSUER: F18396113000 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.7 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MRS. MARIA LUISA COURTIN AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.8 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. ALAIN FERRI AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.9 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. JEAN ROUX AS A MEMBER OF THESUPERVISORY BOARD
FOR 6 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
SOCIETE FINANCIERE FC AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
AUDIT DE FRANCE AS THE STATUTORYAUDITORS FOR
6 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
AMYOTEXCO GRANT THORNTON AS THE STATUTORY AUDITORS
FOR 6 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. M. LAURENT GINET AS A DEPUTYAUDITORS FOR
6 YEARS
E.14 AUTHORIZE THE EXECUTIVE BOARD TO INCREASE THE Management For
SHARE CAPITAL BY INCORPORATION OF RESERVES FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 100,000,000.00;
AUTHORIZATION IS VALID FOR 26 MONTHS
E.15 AUTHORIZE THE EXECUTIVE BOARD THE COMPANY OPTIONS Management For
TO SOME EMPLOYEES TO BUY REPURCHASED SHARES NOT
EXCEEDING 3.5% OF THE TOTAL SHARES ISSUED AND
SHALL BE EXERCISED NOT LATER THAN 7 YEARS; AUTHORIZATION
IS VALID FOR 38 MONTHS
E.16 GRANT POWER TO THE EXECUTIVE BOARD TO ISSUE SHARES Management For
AND OTHER SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHT TO BE SUBSCRIBED IN CASH OR BY DEBT COMPENSATION
NOT EXCEEDING EUR 100,000,000.00 WITHIN A LIMIT
OF: A) BONDS FOR A MAXIMUM SHARE CAPITAL INCREASE
OF 50,000,000.00; B) STAND ALONE WARRANTS FOR
A MAXIMUM CAPITAL INCREASE OF EUR 20,000,000.00;
C) DEBT SECURITIES NOT EXCEEDING EUR 500,000,000.00;
APPROVE THE INCREASE IN SHARE CAPITAL NOT EXCEED
EUR 20,000,000.00; EXCLUDE PREFERRED SHARES AND
INVESTMENT CERTIFICATES; AUTHORIZATION IS VALID
OF 26 MONTHS ; SUPERSEDE THE RESOLUTION 11 OF
COMBINED MEETING OF 31 MAY 2002 FOR ITS UNUSED
PART
E.17 GRANT POWER TO THE EXECUTIVE BOARD TO ISSUE SHARES Management For
AND OTHER SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHT TO BE SUBSCRIBED IN CASH OR BY DEBT COMPENSATION
NOT EXCEEDING EUR 100,000,000.00 WITHIN A LIMIT
OF: A) BONDS FOR A MAXIMUM CAPITAL INCREASE OF
EUR 50,000,000.00; B) STAND ALONE WARRANTS FOR
A MAXIMUM CAPITAL INCREASE OF EUR 20,000,000.00;
C) DEBT SECURITIES NOT EXCEEDING EUR 500,000,000.00;
EXCLUDE PREFERRED SHARES AND INVESTMENT CERTIFICATES;
AUTHORIZATION IS VALID OF 26 MONTHS ; SUPERSEDE
RESOLUTION 12 OF COMBINED MEETING OF 31 MAY 2002
FOR ITS UNUSED PART
E.18 AUTHORIZE THE EXECUTIVE BOARD TO ISSUE SECURITIES Management For
TO REMUNERATE SECURITIES BROUGHT IN ANY PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY WITHIN
THE LIMITS SET OUT IN RESOLUTION E.17 AND NOT
EXCEEDING EUR 100,00,000.00; AUTHORIZATION IS
VALID FOR 26 MONTHS ; SUPERSEDE RESOLUTION 13
OF 31 MAY 2002
E.19 APPROVE THAT UNUSED PART OF THE ABOVE DELEGATIONS Management Against
MAY BE USED IN CASE OF TAKEOVER BID OR EXCHANGE
BID ON THE COMPANY SHARES TILL THE GENERAL MEETING
CALLED TO DELIBERATE ON THE 2004 ACCOUNTS
E.20 GRANT POWER TO THE EXECUTIVE BOARD TO INCREASE Management For
THE SHARE CAPITAL BY A MAXIMUMNOMINAL AMOUNT
OF EUR 2,000,000.00 BY ISSUING SHARES RESERVED
TO THE EMPLOYEES WHO SUBSCRIBED TO AN ENTERPRISE
SAVINGS PLAN; AUTHORIZATION IS VALID FOR 26
MONTHS ; SUPERCEDE ANY PRIOR DELEGATION IN RESOLUTION
15 OF THE COMBINED MEETING OF 31 MAY 2002
E.21 AMEND ARTICLES 10, 14, 20, 28 AND 31 OF THE ARTICLES Management For
OF ASSOCIATION
E.22 GRANT POWER TO THE BEARER OF A COPY OR EXTRACT Management For
OF THE MINUTES OF THE PRESENT TO ACCOMPLISH ALL
DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For
THE FY 2003: PROFITS FOR THE FY OF EUR 36,135,667.00;
NON DEDUCTIBLE CHARGES EUR 106,963.00; CORRESPONDING
TAX EUR 37,987.00; GRANT DISCHARGE TO THE MEMBERS
OF THE SUPERVISORY BOARD AND THE AUDITORS FROM
THEIR LIABILITIES FOR SAID FY
O.2 APPROVE THE CONSOLIDATED ACCOUNTS Management For
O.3 APPROVE THE REGULATED AGREEMENTS MENTIONED IN Management For
THE SPECIAL AUDITORS REPORTS INACCORDANCE WITH
THE ARTICLE 6.225-86 OF THE FRENCH TRADE CODE
O.5 APPROVE THE ATTENDANCE FEES OF EUR 60,000.00 Management For
ALLOCATED TO SUPERVISORY BOARD FOR THE CURRENT
FY
O.4 APPROVE THE ALLOCATIONS BY THE EXECUTIVE BOARD: Management For
PROFITS OF THE FY EUR 36,135,667.00; PRIOR RETAINED
EARNINGS EUR 18,676,829.00; LEGAL RESERVE EUR
1,806,783.00; BALANCE AMOUNT EUR 53,005,713.00;
GLOBAL DIVIDEND EUR 22,104,620.00; BALANCE CARRY
FORWARD EUR 30,901,093.00; NET DIVIDEND PER SHARE
EUR 1.155 WITH EUR 0.77 TAX CREDIT TO BE PAID
ON 15 JUL 2004; DIVIDENDS PAID FOR THE PAST 3
FYS: EUR 1.10 IN 2000 WITH EUR 0.55 TAX CREDIT;
EUR 0.65 IN 2001 WITH EUR 0.325 TAX CREDIT; EUR
0.85 IN 2002 WITH EUR 0.425 TAX CREDIT
O.6 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. JACQUES COURTIN AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
E.18 *Management Position Unknown
E.19 *Management Position Unknown
E.20 *Management Position Unknown
E.21 *Management Position Unknown
E.22 *Management Position Unknown
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.5 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 06/01/2004
ISSUER: 206016107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MARK M. SIECZKAREK Management For
THOMAS F. BONADIO Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.
03 PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT Management For
OF THE AMENDED AND RESTATED 2001 EQUITY INCENTIVE
PLAN TO REDUCE THE SIZE OF THE AUTOMATIC GRANTS
OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS AND
TO PROVIDE FOR AUTOMATIC GRANTS OF RESTRICTED
STOCK TO NON-EMPLOYEE DIRECTORS.
04 PROPOSAL TO APPROVE THE AMENDMENT OF THE AMENDED Management For
AND RESTATED 2001 EQUITY INCENTIVE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 500,000 SHARES.
05 PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY Management For
S 1995 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 150,000 SHARES, EFFECTIVE
JULY 1, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
02 For
03 For
04 For
05 For
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 06/02/2004
ISSUER: D18190898000 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774,
7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. PRESENTATION OF THE ESTABLISHED ANNUAL FINANCIAL Management For
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
2. APPROPRIATION OF DISTRIBUTABLE PROFIT; THE BOARD Management For
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 MANAGEMENT OF THE Management For
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 RATIFIED.
4. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For
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 FINANCIAL Management For
YEAR; THE SUPERVISORY BOARD PROPOSES THAT KPMG
DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, FRANKFURT AM
MAIN, BE APPOINTED AUDITOR FOR THE 2004 FINANCIAL
YEAR.
6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For
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 AUTHORIZATION.
7. AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT Management For
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 30,
2004, EXPIRES WHEN THE NEW AUTHORIZATION COMES
INTO FORCE.
8. CREATION OF NEW AUTHORIZED CAPITAL AND AMENDMENT Management For
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
RIGHT).
9. CREATION OF NEW AUTHORIZED CAPITAL (WITH THE Management For
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 ALREADY LISTED
AT THE TIME OF THE FINAL DETERMINATION OF THE
ISSUE PRICE.
10. AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For
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 DAYS AFTER DECLARATION
OF CONVERSION OR EXERCISE OF THE OPTION. PLEASE
SEE NOTE 2 FOR THE CONTINUATION OF THIS RESOLUTION.
* NOTE 3: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/AGENDA_2004_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
* NOTE 1: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
* NOTE 2 - CONTINUING FROM RESOLUTION 10: IN THE Non-Voting
CASE OF BONDS BEING ISSUED, SHAREHOLDERS ARE
IN PRINCIPLE ENTITLED TO THE STATUTORY PRE-EMPTIVE
RIGHT. HOWEVER, THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO EXCLUDE SHAREHOLDERS PRE-EMPTIVE RIGHTS
INSOFAR AS THE ISSUE PRICE IS NOT SUBSTANTIALLY
LOWER THAN THE THEORETICAL MARKET VALUE, ESTABLISHED
USING RECOGNIZED ACTUARIAL METHODS, OF THE PARTICIPATORY
NOTES, BONDS WITH WARRANTS OR CONVERTIBLE BONDS.
HOWEVER, THE TOTAL NUMBER OF SHARES TO BE ISSUED
ON THE BASIS OF BONDS UNDER THIS AUTHORIZATION
PURSUANT TO SECTION 186 (3) SENTENCE 4 STOCK
CORPORATION ACT (WITH EXCLUSION OF PRE-EMPTIVE
RIGHTS AGAINST CASH DEPOSIT) TOGETHER WITH OTHER
SHARES ISSUED OR SOLD PURSUANT OR CORRESPONDING
TO THIS LEGAL REQUIREMENT DURING THE VALIDITY
OF THIS AUTHORIZATION MAY NOT EXCEED 10 % OF
THE SHARE CAPITAL AT THE TIME THIS AUTHORIZATION
IS EXERCISED. IF THE BOARD OF MANAGING DIRECTORS
MAKES NO USE OF THIS POSSIBILITY, IT IS AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
EXCEPT BROKEN AMOUNTS RESULTING FROM THE SUBSCRIPTION
RATIO FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND
TO EXCLUDE PRE-EMPTIVE RIGHTS TO THE EXTENT NECESSARY
TO GRANT HOLDERS OF OPTION OR CONVERSION RIGHTS
OR HOLDERS OF CONVERTIBLE BONDS WITH AN OBLIGATION
TO CONVERT A PRE-EMPTIVE RIGHT TO THE SAME EXTENT
AS THEY WOULD BE ENTITLED TO ON EXERCISE OF THE
OPTION OR CONVERSION RIGHTS OR AFTER FULFILLING
THE DUTIES TO CONVERT. THE BOARD OF MANAGING
DIRECTORS IS AUTHORIZED TO DETERMINE, WITH THE
CONSENT OF THE SUPERVISORY BOARD, FURTHER DETAILS
CONCERNING THE ISSUE AND FEATURES OF THE ISSUE,
ESPECIALLY THE INTEREST RATE, ISSUE PRICE, MATURITY,
CONVERSION OR OPTION PRICE, OR TO DO SO IN CONSULTATION
WITH THE MANAGEMENT BODIES OF THE GROUP COMPANY
FLOATING THE ISSUE. B) CONDITIONAL CAPITAL THE
SHARE CAPITAL IS INCREASED CONDITIONALLY BY UP
TO EUR 150,000,000 THROUGH THE ISSUE OF UP TO
58,593,750 NEW REGISTERED NO PAR VALUE SHARES.
THE CONDITIONAL CAPITAL INCREASE SERVES TO GRANT
RIGHTS TO THE HOLDERS OF PARTICIPATORY NOTES
WITH WARRANTS AND CONVERTIBLE PARTICIPATORY NOTES,
BONDS WITH WARRANTS AND CONVERTIBLE BONDS, ISSUED
ON OR BEFORE APRIL 30, 2009 PURSUANT TO THE ABOVE
AUTHORIZATION UNDER A) EITHER BY THE COMPANY
OR THROUGH A COMPANY IN WHICH DEUTSCHE BANK AG
HAS A DIRECT OR INDIRECT MAJORITY HOLDING. THE
ISSUE OF NEW SHARES IS EXECUTED AT THE CONVERSION
OR OPTION PRICES ESTABLISHED IN ACCORDANCE WITH
A). THE CONDITIONAL CAPITAL INCREASE IS ONLY
TO BE CARRIED OUT TO THE EXTENT TO WHICH THESE
RIGHTS ARE EXERCISED OR TO WHICH THE BEARERS
OBLIGED TO CONVERT FULFIL THEIR CONVERSION DUTIES.
THE NEW SHARES ARE ENTITLED TO A DIVIDEND FROM
THE BEGINNING OF THE FINANCIAL YEAR IN WHICH
THEY ARE CREATED BY EXERCISE OF CONVERSION OR
OPTION RIGHTS OR BY FULFILMENT OF CONVERSION
OBLIGATIONS. THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO ESTABLISH FURTHER DETAILS FOR
IMPLEMENTING THE CONDITIONAL CAPITAL INCREASE.
C) AMENDMENT TO THE ARTICLES OF ASSOCIATION THE
FOLLOWING NEW SUB-PARAGRAPH 13 IS ADDED TO SECTION
4 OF THE ARTICLES OF ASSOCIATION: (13) THE
SHARE CAPITAL IS INCREASED CONDITIONALLY BY UP
TO EUR 150,000,000 THROUGH THE ISSUE OF UP TO
58,593,750 NEW REGISTERED NO PAR VALUE SHARES.
THE CONDITIONAL CAPITAL INCREASE WILL ONLY BE
CARRIED OUT INSOFAR AS A) THE HOLDERS OF CONVERSION
RIGHTS OR WARRANTS LINKED WITH PARTICIPATORY
NOTES OR CONVERTIBLE BONDS OR BONDS WITH WARRANTS
TO BE ISSUED UP TO APRIL 30, 2009 BY DEUTSCHE
BANK AG OR A COMPANY IN WHICH DEUTSCHE BANK AG
HAS A DIRECT OR INDIRECT MAJORITY HOLDING, MAKE
USE OF THEIR CONVERSION OR OPTION RIGHTS OR INSOFAR
AS B) THE HOLDERS WITH CONVERSION OBLIGATIONS
OF CONVERTIBLE PARTICIPATORY NOTES OR CONVERTIBLE
BONDS TO BE ISSUED ON OR BEFORE APRIL 30, 2009
BY DEUTSCHE BANK AG, OR A COMPANY IN WHICH DEUTSCHE
BANK AG HAS A DIRECT OR INDIRECT MAJORITY HOLDING,
FULFIL THEIR OBLIGATION TO CONVERT. THE NEW SHARES
ARE ENTITLED TO A DIVIDEND FROM THE BEGINNING
OF THE FINANCIAL YEAR IN WHICH THEY ARE CREATED
BY EXERCISE OF CONVERSION OR OPTION RIGHTS OR
BY FULFILMENT OF THE DUTY TO CONVERT.
* NOTE 4: PLEASE NOTE THE REVISED NOTICE REFLECTING Non-Voting
THE DETAILED WORDING OF RESOLUTIONS. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
DEUTSCHE BANK AG, FRANKFURT AM MAIN OGM MEETING DATE: 06/02/2004
ISSUER: D18190898000 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* NOTE 1: PLEASE NOTE THAT THIS IS THE SECOND PART Non-Voting
OF THE ANNUAL GENERAL METTING NOTICE SENT UNDER
MEETING #119753 WITH THE COUNTERPROPOSALS PUT
FORWARD BY THE SHAREHOLDERS
* NOTE 2: COUNTERPROPOSALS RECEIVED ARE CLASSIFIED Non-Voting
INTO TWO GROUPS: DEUTSCHE BANK DESIGNATES WITH
CAPITAL LETTERS THOSE COUNTERPROPOSALS FOR WHICH,
IF YOU WISH TO VOTE FOR THEM, YOU NEED ONLY TICK
THE APPROPRIATE CAPITAL LETTER ON THE REPLY FORM.
IN THIS CASE,TOO,HOWEVER,PLEASE TICK THE APPROPRIATE
BOX UNDER THE RESPECTIVE ITEM ON THE AGENDA TO
INDICATE HOW YOU WOULD LIKE TO VOTE IN ORDER
TO MAKE SURE THAT YOUR VOTE IS COUNTED EVEN IF
THE COUNTERPROPOSAL IS NOT MADE, IS RETRACTED
OR, FOR SOME OTHER REASON, IS NOT VOTED ON AT
THE GENERAL MEETING. THE OTHER COUNTERPROPOSALS,
WHICH MERELY REJECT PROPOSALS BY THE BOARD OF
MANAGING DIRECTORS AND THE SUPERVISORY BOARD,
OR BY THE SUPERVISORY BOARD ALONE, ARE NOT DESIGNATED
WITH CAPITAL LETTERS. IF YOU WISH TO VOTE FOR
THESE COUNTER-PROPOSALS, YOU MUST VOTE NO TO
THE RESPECTIVE ITEM ON THE AGENDA. FOR DEUTSCHE
BANK S ORDINARY GENERAL MEETING TAKING PLACE
ON WEDNESDAY, JUNE 2,2004 IN FRANKFURT AM MAIN,
DEUTSCHE BANK HAS TO DATE RECEIVED THE FOLLOWING
COUNTERPROPOSALS. THE PROPOSALS AND REASONS ARE
THE AUTHORS VIEWS AS NOTIFIED TO DEUTSCHE BANK.
DEUTSCHE BANK HAS ALSO PLACED ASSERTIONS OF FACT
IN THE INTERNET WITHOUT CHANGING OR VERIFYING
THEM.
* NOTE 3: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
* NOTE 4: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/GEGENANTRAEGE_21.05.04_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
A. SHAREHOLDER HANS-WALTER GRUNEWALDER,WUPPERTAL,RE Shareholder Against
AGENDA ITEM 4: RATIFICATIONOF 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 SUPERVISORY
BOARD CHAIR.
B. SHAREHOLDER DR.MICHAEL T.BOHNDORF,IBIZA,RE AGENDA Shareholder Against
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 FOR THE 2003 FINANCIAL YEAR)AND TO URGE
THE SHAREHOLDERS PRESENT TO VOTE IN FAVOUR OF
MY ABOVE PROPOSAL.
* SHAREHOLDER WILM DIEDRICH MULLER,NEUENBURG,RE Non-Voting
AGENDA ITEM 3: PERSONS,I,THAT IS THE ABOVE-MENTIONED
MR.MULLER,HEREBY PROPOSE THE RESOLUTION THAT
THE ACTS OF MANAGEMENT OF THE BOARD OF MANAGING
DIRECTORS OF THE ABOVE MENTIONED FIRM DEUTSCHE
BANK AG NOT BE RATIFIEDREASON: MY REASON
FOR MAKING THIS PROPOSAL IS THAT I FEEL THAT
MY HUMAN DIGNITY HAS BEEN DEMEANED BY THE BEHAVIOUR
OF THE ABOVE-MENTIONED FIRM DEUTSCHE BANK AG
BECAUSE,WHEN OPENING AN ACCOUNT AS A CUSTOMER,I
HAD TO PROVE MY IDENTITY WITH AN OFFICIAL IDENTITY
CARD .I COULD NOT OWN SUCH AN IDENTITY CARD
MADE OUT IN THE NAME OF MR.WILM DIEDRICH MULLER
.I WOULD LIKE TO ASK YOU WHERE I COULD OBTAIN
SUCH AN IDENTITY CARD.
* SHAREHOLDER HERBERT WITT,MANTEL,RE AGENDA ITEMS Non-Voting
3 AND 4: IT IS PROPOSED THATRATIFICATION OF
THE ACTS OF MANAGEMENT OF THE BOARD OF MANAG-
ING DIRECTORS AND OF THE SUPERVISORY BOARD BE
REFUSED. REASON: IN 2003,DR.ACKERMANN S SALARY
ROSE BY 60 %TO MORE THAN EUR 11 MILLION.SUCH
A SALARY INCREASE IS TO BE REGARDED AS EXCESSIVE
COMPENSATION IN VIEW OF THE BURDENS ON EMPLOYEES
AND ACCORDING TO THE PRINCIPLES OF THE SOCIAL
MARKET ECONOMY. THE EMPHASIS ON THE SOCIAL ELEMENT
AND ON SOLIDARITY BETWEEN EMPLOYEES AND CORPORATE
EXECUTIVES WAS AN EXTREMELY IMPORTANT ACHIEVEMENT
IN POST-WAR GERMANY. A PART OF THIS WAS THAT
MEMBERS OF EXECUTIVE BOARDS AND SUPERVISORY BOARDS
DEMONSTRATED A SENSE OF PROPORTION IN THEIR SALARIES.
UNFORTUNATELY,THE EXORBITANT INCREASE IN DR.ACKERMANN
S SALARY IS A PARTICULARLY FLAGRANT EXAMPLE OF
HOW THE CULTURE OF SOLIDARITY AND PROPORTION
HAS GIVEN WAY TO THE ANTI-CULTURE OF GREED.THE
SELF-SERVICE MENTALITY ON THE PART OF THE BOSSES
,OF WHICH THIS IS AN EXPRESSION,HAS A DEMOTIVATING
EFFECT ON DEUTSCHE BANK S MANY EMPLOYEES AND
COULD POTENTIALLY DISTURB THE SOCIAL PEACE IN
OUR COUNTRY.WITH THIS VERY EXCESSIVE SALARY INCREASE,DR.ACKERMANN
BECOMES A SYMBOL OF CORPORATE EXECUTIVES WHO
PREACH WATER TO EMPLOYEES AND DRINK WINE IN EXCESS
THEMSELVES. THIS IS REGARDED BY MANY EMPLOYEES
AS AN INSULT AND AS THE TERMINATION OF SOLIDARITY.REFERENCES
TO AMERICAN CONDITIONS ARE NO HELP.CRITICISM
OF THE DISGUSTING SELF-SERVICE MENTALITY OF THE
CHAIRMAN OF THE BOARD OF MANAGING DIRECTORS HAS
NOTHING TO DO WITH A DISCUSSION ABOUT ENVY,BUT
RATHER WITH FAIRNESS AND SOCIAL JUSTICE. EMPLOYEES
ARE EXPECTED TO SHOW TOTAL MOTIVATION AND WORK
100 %FOR THE BANK AND ITS CUSTOMERS - EVEN THOUGH
THEY EARN AN ANNUAL SALARY OF ONLY EUR 70,000
ONE COULD EXPECT DR.ACKERMANN TO WORK WITH MOTIVATION
EVEN IF HE ONLY EARNED A SALARY IN THE LOW
SINGLE-DIGIT MILLION RANGE. RATIFICATION OF THE
ACTS OF MANAGEMENT OF THE SUPERVISORY BOARD IS
TO BE REFUSED BECAUSE IT CONDONED AND APPROVED
DR.ACKERMANN S INDECENTLY EXCESSIVE SALARY.
* SHAREHOLDER EDUARD BERNHARD,KLEINOSTHEIM,RE AGENDA Non-Voting
ITEMS 3 AND 4: NON-RATIFICATION OF THE ACTS
OF MANAGEMENT OF THE BOARD OF MANAGING DIRECTORS
FOR THE 2003 FINANCIAL YEAR REASON: -INCREASE
IN THE TOTAL PER CAPITA COMPENSATION OF THE BOARD
OF MANAGING DIRECTORS FROM 2002 TO 2003 BY 58.50
%(ACCORDING TO DIE WELT OF APRIL 16,,2004).THIS
IS UNREASONABLE COMPARED WITH WHAT DB EMPLOYEES
EARN. - LACK OF INFORMATION ON SITUATION AS TO
WHETHER THERE IS D&O INSURANCE FOR MEMBERS OF
THE BOARD OF MANAGING DIRECTORS AND OF THE SUPERVISORY
BOARD.IF THERE IS,IN WHAT AMOUNT PER CAPITA,AND
WHO BEARS THE COSTS (IN WHAT AMOUNT)? -LACK OF
INFORMATION ON THE NUMBER OF DB EMPLOYEES WHO
WERE POSSIBLY AFFECTED PHYSICALLY ON 02.11.01
BY THE TERRORIST AIRCRAFT ATTACK IN NEW YORK,OR
STILL ARE TODAY] -LACK OF INFORMATION ABOUT THE
EXTENT TO WHICH INSURANCE PAYMENTS AROSE WITH
RESPECT TO DAMAGE TO DB BY TERRORIST ATTACKS
ON 02.11.01 IN THE U.S.A.,AND HOW HIGH ASSET/FINANCIAL
LOSSES ARE AS PER TODAY? -TO BE SHARPLY CRITICIZED:BEHAVIOUR
OF DR.JOSEF ACKERMANN,CHAIRMAN OF THE BOARD OF
MANAGING DIRECTORS,IN CONNECTION WITH MANNESMANN
- VODAFON SCANDAL,AS RESPONSIBLE MEMBER OF THE
SUPERVISORY BOARD,THE RELATED COURT PROCEEDINGS
AND INDICTMENT - ALSO AGAINST OTHER RESPONSIBLE
PARTIES - HAVE LED TO CRITICAL REPORTS IN MANY
CASES ON THE REPUTATION OF DEUTSCHE BANK AS A
RESULT OF THE LEGAL PROCEEDINGS WHICH HAVE LASTED
FOR MONTHS. -LACK OF ACTIVITIES AND LACK OF REPORTING
ON A PROGRAMME AT ALL DB OFFICES TO CONSERVE
ENERGY (E.G.ECONOMY LAMPS),TO SAVE PAPER (RECYCLING)AND
THE POSSIBLE INSTALLATION OF SOLAR FACILITIES
ON DB BUILDINGS.IT SHOULD ALSO BE CONSIDERED
THAT SOLAR ENERGY IS BEING FINANCIALLY PROMOTED
IN THE LONG TERM BY THE RENEWABLE-ENERGY ACT
(EEC)AND COULD CREATE NEW JOBS] -LACK OF INFORMATION
ON CONSULTING AGREEMENTS IN GERMANY AND ABROAD,I.E.
INFORMATION ABOUT COMPANY NAMES,REASONS,AND WHAT
ORDER VOLUME IN EUROS. IN THIS CONNECTION,INFORMATION
SHOULD ALSO BE GIVEN ON WHETHER CONSULTING AGREEMENTS
ALSO INCLUDE CLAUSES ON POSSIBLE INCORRECT ADVICE
AND ITS SETTLEMENT. NON-RATIFICATION OF THE
ACTS OF MANAGEMENT OF THE SUPERVISORY BOARD FOR
THE 2003 FINANCIAL YEAR REASON: 1)REFUSAL
UP TO NOW TO TAKE WORD-BY-WORD MINUTES OF THE
ENTIRE PROCEEDINGS OF THE GENERAL MEETING OF
SHAREHOLDERS. NOTE: IF WORD-BY-WORD MINUTES HAD
BEEN TAKEN AT THE GENERAL MEETING OF SHAREHOLDERS
LIQUIDATION MANNESMANN - VODAFON ON 22.08.01
IN DUESSELDORF,THERE WOULD NOT HAVE BEEN A TRIAL
AGAINST,AMONG OTHERS,DB CHAIRMAN DR.J.ACKERMANN
(ACCORDING TO LATEST MEDIA REPORTS). 2)LACK OF
CONTROL OF THE WORK OF THE BOARD OF MANAGING
DIRECTORS AND LACK OF OWN ACTIVITIES THROUGH
BETTER MEDIA INITIATIVES WITH RESPECT TO MANY
PUBLIC REPORTS ON DEUTSCHE BANK.(E.G.MERGER BETWEEN
BANKS,RELOCATION OF DOMICILE TO ENGLAND,COURT
PROCEEDINGS AGAINST CHAIRMAN OF BOARD OF MANAGING
DIRECTORS ETC.).
* SHAREHOLDER PROFESSOR DR.EKKEHARD WENGER,STUTTGART,RE Non-Voting
AGENDA ITEMS 3 AND 4: IT IS PROPOSED THAT RATIFICATION
OF THE ACTS OF MANAGEMENT OF THE BOARD OF MANAGING
DIRECTORS FOR THE 2003 FINANCIAL YEAR BE REFUSED.
REASONS: THE BOARD OF MANAGING DIRECTORS HAS
PROVED INCAPABLE OF GETTING THE MANAGEMENT DISASTER
AT DAIMLERCHRYSLER,STILL DEUTSCHE BANK S MOST
IMPORTANT INDUSTRIAL SHAREHOLDING,UNDER CONTROL.IT
IS NOT JUST SINCE THE MERGER WITH CHRYSLER,THE
BIGGEST MISTAKE EVER MADE BY A GERMAN COMPANY,THAT
THE DAIMLER SHARE HAS PERFORMED DISASTROUSLY
BY ANY CONCEIVABLE STANDARD.ALTHOUGH,AS A RESULT
OF THIS, DEUTSCHE BANK SUFFERED DAMAGES RUNNING
INTO THE DOUBLE-DIGIT BILLIONS,ITS BOARD OF MANAGING
DIRECTORS DOES NOT MAKE SURE THAT THE TWO PERSONS
MAINLY TO BLAME, I.E.HILMAR KOPPER AND JUERGEN
SCHREMPP,ARE REPLACED,BUT ACTUALLY OFFERS THEM
COVER IN THE FORM OF EXPRESSIONS OF CONFIDENCE
FROM CHIEF EXECUTIVE JOSEF ACKERMANN.A SATIRIST
COULD BE TEMPTED TO ASK WHETHER THIS ABSTINATE
CLINGING ON TO HILMAR KOPPER AND JURGEN SCHREMPP,THE
GUARANTORS OF FAILURE,AND THE RESULTING WEAKENING
OF OUR LARGEST DOMESTIC COMPANY MIGHT NOT BE
ACKERMANN S REVENGE ON GERMANY AS A BUSINESS
LOCATION AFTER HIS EFFORTS TO HELP MANNESMANN
AG WIN A REPUTATION FOR BEING A GOOD EMPLOYER
- FOR MONEYGRABBING MEMBERS OF THE MANAGEMENT
BOARD AND SUPERVISORY BOARD - WERE SO BADLY RECEIVED
BUT REALITY ACTUALLY DOES BETTER THAN SATIRE
IN ANY CONCEIVABLE FORM.IN AN UNSPEAKABLE ARTICLE
IN THE WELT AM SONNTAG ISSUE OF MAY 2,2004,HILMAR
KOPPER IS PRESENTED AS BEING AS SOLID AS A ROCK
IN REPEATEDLY PROTECTING HIS BOYS JURGEN
SCHREMPP,ROLF BREUER AND JOSEF ACKERMANN AND
BOXING THEM FREE .IN OTHER WORDS:THE PRIMOGENITOR
OF CAPITAL DESTRUCTION,UNDER WHOSE CONTROL EDZARD
REUTER HAD ALREADY BEEN ALLOWED TO DO HIS WORST
AND WHO AT THE SAME TIME HAD INITIATED DEUTSCHE
BANK S RELEGATION INTO THE SECOND DIVISION,THEREBY
DEGRADING THE BANK INTO AN OBJECT OF THE TAKEOVER
PHANTASIES OF PREVIOUSLY FAR INFERIOR COMPETITORS,SUPPORTS
THE BOYS WHO SHOULD HAVE THROWN HIM OUT LONG
BEFORE, BUT WHO APPARENTLY WERE NOT EVEN MENTALLY
IN A POSITION TO DO SO. IT IS NOT THE JOB OF
A DEUTSCHE BANK SHAREHOLDER TO CONTINUE TO PROVIDE
A PLATFORM FOR KOPPER &SONS - AS WELT AM
SONNTAG PUT IT SO NICELY - ON WHICH THE OLD
BOY AND HIS SUCCESSORS CAN FIGHT OUT THEIR UNRESOLVED
PROBLEMS.THE TIME HAS COME TO CLEAR UP THE MATTER
ONCE AND FOR ALL.
* IT IS PROPOSED THAT RATIFICATION OF THE ACTS Non-Voting
OF MANAGEMENT OF THE SUPERVISORY BOARD BE REFUSED.
REASONS: IN JUST A FEW YEARS SUBSTANTIAL PARTS
OF THE SHAREHOLDERS ASSETS HAVE BEEN SUCCESSFULLY
TRANSFERRED TO MANAGEMENT BY MEANS OF SHARE-BASED
COMPENSATION SCHEMES.IF ONE ADDS UP ALL SHARE-BASED
COMPENSATION SCHEMES MENTIONED IN THE LATEST
ANNUAL REPORT,MANAGEMENT TAKES ABOUT 20 %OF THE
BANK S POTENTIAL VALUE GROWTH.THIS DOES NOT
INCLUDE SHARES FROM ALREADY EXPIRED STOCK OPTION
PROGRAMS AND POSSIBLY STILL IN THE HANDS OF SENIOR
EXECUTIVES.IN ADDITION,IF YOU CONSIDER THAT IN
FEBRUARY 2003,I.E.COINCIDING PRETTY CLOSELY WITH
A LONG TIME STOCK MARKET LOW, MORE THAN 14 MILLION
OPTIONS WERE AWARDED WHICH BY NOW ARE DEEP IN
THE MONEY, YOU GET THE IMPRESSION THAT THE SUPERVISORY
BOARD AT LEAST LOOKS ON PASSIVELY AND POSSIBLY
EVEN GIVES ACTIVE SUPPORT AS MANAGEMENT ENRICHES
ITSELF WITHOUT CREATING ADDED VALUE FOR THE SHAREHOLDER.IF
THE SUPERVISORY BOARD INTENDS TO HELP MANAGEMENT
GET ITS HANDS ON THE ENTIRE BANK,THEN IT SHOULD
DO SO OPENLY AND PUT A MANAGEMENT BUYOUT ON THE
AGENDA INSTEAD OF JUST ASSISTING WITH THE CONTINUOUS
IMPAIRMENT OF SHAREHOLDERS ASSETSIF THE BIG
MONEYGRABBERS FROM THE INVESTMENT BANK CONSIDER
THEIR EXCESSIVE COMPENSATION AS BEING MARKET
STANDARD THEY SHOULD ALSO TAKE THE RISK OF A
BEAR MARKET BY ACQUIRING DEUTSCHE BANK IN FULL
INSTEAD OF CASHING IN WHEN TIMES ARE GOOD AND
LEAVING THE RISK OF LOSSES TO SHAREHOLDERS IN
BAD TIMES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
A. *Management Position Unknown
B. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
TOYS 'R' US, INC. TOY ANNUAL MEETING DATE: 06/02/2004
ISSUER: 892335100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROANN COSTIN Management For For
JOHN H. EYLER, JR. Management For For
ROGER N. FARAH Management For For
PETER A. GEORGESCU Management For For
CINDA A. HALLMAN Management For For
CALVIN HILL Management For For
NANCY KARCH Management For For
NORMAN S. MATTHEWS Management For For
ARTHUR B. NEWMAN Management For For
FRANK R. NOONAN Management For For
02 STOCKHOLDER PROPOSAL REGARDING VOTING. Shareholder Against For
CIPHERGEN BIOSYSTEMS, INC. CIPH ANNUAL MEETING DATE: 06/03/2004
ISSUER: 17252Y104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES L. RATHMANN Management For For
MICHAEL J. CALLAGHAN Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2004.
03 TO APPROVE THE AMENDED AND RESTATED 2000 STOCK Management Against Against
PLAN.
04 TO APPROVE AN AMENDMENT TO RESERVE AN ADDITIONAL Management For For
250,000 SHARES OF THE COMPANY S COMMON STOCK
FOR ISSUANCE UNDER THE 2000 EMPLOYEE STOCK PURCHASE
PLAN.
METRO AG, DUESSELDORF AGM MEETING DATE: 06/04/2004
ISSUER: D53968125000 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 345,261,366.62 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.020 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.122 PER PREFERENCE
SHARE; EUR 11,664,934.51 SHALL BE CARRIED FORWARD;
AND EX-DIVIDEND AND PAYABLE DATE: 07 JUN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT FASSELT + PARTNER, DUISBURG, AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2004
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN ORDINARY Management For *Management Position Unknown
AND/OR PREF. SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NOT DIFFERING MORE THAN 20%.
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
04 DEC 2005; TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO OFFER THE SHARES TO THIRD PARTIES
IN CONNECTION WITH MERGERS AND ACQUISITIONS,
TO RETIRE THE SHARES, TO DISPOSE OF THE SHARES
IN ANOTHER MANNER IF THEY ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, AND
TO USE THE SHARES FOR SATISFYING EXISTING CONV.
OR OPTION RIGHTS OR WITHIN THE SCOPE OF THE COMPANY
S STOCK OPTION PLAN
7. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management For *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 100,000,000 THROUGH THROUGH
THE ISSUE OF NEW SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR THE
BONDHOLDERS, AND FOR A CAPITAL INCREASE OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION OF UP TO EUR
85,000,000 AGAINST CONTRIBUTIONS IN KIND, AND
IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE
OR OPTION RIGHTS AND CORRESPONDINGLY AMEND THE
ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management For *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO TO EUR 125,000,000 THROUGH
THROUGH THE ISSUE OF NEW ORDINARY SHARES AGAINST
PAYMENT IN KIND, ON OR BEFORE 03 JUN 2009; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED; AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MDS SHALL BE AUTHORIZED, Management For *Management Position Unknown
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
ISSUE BONDS OF UP TO EUR 1,000,000,000, HAVING
A TERM OF UP TO15 YEARS AND CONFERRING OPTION
AND/OR CONV.RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BONDHOLDERS, AND FOR THE ISSUE OF BONDS AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE; THE SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 127,825,000 THROUGH
THE ISSUE OF UP TO 50,000,000 NEW ORDINARY SHARES,
INSOFAR AS OPTION AND/OR CONV. RIGHTS ARE EXERCISED;
AND CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
10. APPROVE THAT EACH MEMBER OF THE SUPERVISORY BOARD Management For *Management Position Unknown
SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF
EUR 35,000 PLUS A VARIABLE REMUNERATION OF EUR
600 FOR EVERY EUR 25,000,000 OF THE EBT IN EXCESS
OF AN AVERAGE EBT OF EUR 100,000,000 DURING THE
LAST THREE YEARS; THE CHAIRMAN SHALL RECEIVE
THREE TIMES, THE DEPUTY CHAIRMAN AND CHAIRMEN
OF SUPERVISORY BOARD COMMITTEES TWICE, COMMITTEE
MEMBERS ONE AND HALFTIMES, THESE AMOUNTS; AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
NEWPARK RESOURCES, INC. NR ANNUAL MEETING DATE: 06/09/2004
ISSUER: 651718504 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JERRY W. BOX Management For For
W. THOMAS BALLANTINE Management For For
JAMES D. COLE Management For For
DAVID P. HUNT Management For For
ALAN J. KAUFMAN Management For For
JAMES H. STONE Management For For
ROGER C. STULL Management For For
F. WALKER TUCEI, JR. Management For For
02 PROPOSAL TO ADOPT THE 2004 NON-EMPLOYEE DIRECTORS Management For For
STOCK OPTION PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF AUDITORS. Management For For
SYLVAN INC. SYLN SPECIAL MEETING DATE: 06/09/2004
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED NOVEMBER 16, 2003, AND ENTERED INTO AMONG
SYLVAN INC., SNYDER ASSOCIATED COMPANIES, INC.
AND SAC HOLDING CO. AND THE MERGER CONTEMPLATED
THEREBY.
AVENTIS MIX MEETING DATE: 06/11/2004
ISSUER: F0590R100000 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
E.8 AMEND PARAGRAPH 2 OF ARTICLE 11 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION TO CHANGE THE TERM
OF APPOINTMENT OF MEMBERS OF THE MANAGEMENT BOARD
TO 3 YEARS FROM 5 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. JEAN-MARC BRUEL AS A MEMBER OF SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MARTIN FRUHAUF AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. SERGE KAMPF AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. HUBERT MARKL AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.14 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. GUNTER METZ AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.15 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. DIDIER PINEAU-VALENCIENNE AS A MEMBER
OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.16 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. SEHAM RAZZOUQI AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2003 SHOWING A CONSOLIDATED
NET PROFIT OF EUR 1,901,270,000
O.4 APPROVE THE AGREEMENTS MENTIONED IN THE AUDITORS Management For
SPECIAL REPORT REGULATED AGREEMENTS
O.5 AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE UP Management For
TO A MAXIMUM OF 80,229,280 OF THE COMPANY S OWN
SHARES, OR LESS THAN 10% OF THE NUMBER OF SHARES
OUTSTANDING FOR THE FOLLOWING PURPOSES: A) STABILIZE
THE TRADING PRICE OF THE COMPANY S STOCK; B)
BUY AND TO SELL THE COMPANY S SHARES IN CONSIDERATION
OF MARKET CONDITIONS; C) GRANT SHARES TO EMPLOYEES
OR DIRECTORS AND OFFICERS OF THE COMPANY; D)
HOLD SUCH SHARES AND TRANSFER THEM BY ANY MEANS,
INCLUDING BY MEANS OF OPTION TRANSACTIONS, IN
PARTICULAR VIA THEIR SALE ON THE STOCK MARKET
OR OVER THE COUNTER, THE SALE OF BLOCKS OF SHARES
IN CONNECTION WITH PUBLIC PURCHASE, EXCHANGE
OR SALE OFFERINGS, AND THE PURCHASE OR THE SALE
OF BUY OR SELL OPTIONS; E) USE SUCH SHARES IN
ANY OTHER APPROPRIATE MANNER TO OPTIMIZE THE
MANAGEMENT OF THE STOCKHOLDERS EQUITY OF THE
COMPANY AND TO EFFECT TRANSACTIONS TO FURTHER
THE EXTERNAL GROWTH OF THE COMPANY; F) CANCEL
THE ACQUIRED SHARES; MAXIMUM PURCHASE PRICE SHALL
NOT EXCEED EUR 100 AND THE MINIMUM SALE PRICE
SHALL NOT BE LESS THAN EUR 50; AUTHORIZATION
IS GRANTED FOR A PERIOD OF 18 MONTHS
O.17 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MICHEL RENAULT AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.18 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. HANS-JURGEN SCHINZLER AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.19 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MARC VIENOT AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.20 GRANT FULL POWERS TO THE BEARER OF A COPY OR Management For
EXTRACT OF THE MINUTES OF THIS MEETING TO UNDERTAKE
ANY FORMALITIES FOR PUBLIC NOTICE OR RECORDING
PURPOSES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.6 APPOINT MR. YVES NICOLAS AS A SUBSTITUTE AUDITOR Management For
UNTIL THE CLOSE OF THE GENERAL MEETING CONVENED
TO VOTE ON THE ACCOUNTS FOR 2005
E.9 AMEND PARAGRAPH 2 OF ARTICLE 13 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION TO CHANGE THE TERM
OF APPOINTMENT OF NEW SUPERVISORY BOARD MEMBERS
TO 3 YEARS FROM 5 YEARS
E.7 APPROVE TO COMPLY WITH THE NEW PROVISIONS OF Management For
ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE
TO AMEND PARAGRAPHS 1.A, 1.B AND 3 OF ARTICLE
7 OF THE COMPANY S ARTICLES OF ASSOCIATION, PERTAINING
TO THE NOTICE PERIOD FOR DECLARING THE CROSSING
OF THRESHOLDS IN THE COMPANY S SHARE CAPITAL
AND THAT THIS PERIOD BE REDUCED TO 5 TRADING
DAYS AS FROM THE DATE ON WHICH THE THRESHOLD
HAS BEEN CROSSED FROM 15 DAYS
O.1 APPROVE THE COMPANY S FINANCIAL STATEMENTS THE Management For
PARENT-COMPANY FINANCIAL STATEMENTS FOR THE
YE 31 DEC 2003 SHOWING A NET PROFIT OF EUR 847,051,268.13
O.3 APPROVE THE APPROPRIATION OF EARNINGS AND A NET Management For
DIVIDEND OF EUR 0.82 ASSOCIATED WITH A TAX CREDIT
OF EUR 0.41 FOR A GROSS DIVIDEND OF EUR 1.23
AND THAT THE COUPON BE DETACHED ON 15 JUN 2004
AND THE DIVIDEND BE PAYABLE IN EUROS AS OF 15
JUL 2004
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
E.8 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
O.14 *Management Position Unknown
O.15 *Management Position Unknown
O.16 *Management Position Unknown
O.2 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
O.19 *Management Position Unknown
O.20 *Management Position Unknown
* *Management Position Unknown
O.6 *Management Position Unknown
E.9 *Management Position Unknown
E.7 *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
DEUTSCHE LUFTHANSA AG AGM MEETING DATE: 06/16/2004
ISSUER: D1908N106000 ISIN: DE0008232125
SEDOL: 2144014, 5287488, 7158430
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AMEND THE ARTICLE OF ASSOCIATION IN RESPECT OF Management For *Management Position Unknown
THE SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
5. AUTHORIZE: THE COMPANY TO ACQUIRE SHARES OWN Management For *Management Position Unknown
SHARES UP TO 10% OF THE SHARE CAPITAL, AT A PRICE
NOT DEVIATING MORE THAN 10% FROM THEIR MARKET
PRICE OF THE SHARES, ON OR BEFORE 15 DEC 2005;
AND THE BOARD OF MANAGING DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY AND ITS AFFILIATES AND TO RETIRE
THE SHARES
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 25,000,000 THROUGH
THE ISSUE OF NEW REGISTERED NO-PAR SHARES TO
EMPLOYEES AGAINST CASH PAYMENT, ON OR BEFORE
15 JUN 2009; AND APPROVE THE CREATION OF AUTHORIZED
CAPITAL B IN CONNECTION WITH THE ISSUE OF EMPLOYEE
SHARES THAT THE SHAREHOLDERS NOT BE GRANTED SUBSCRIPTION
RIGHTS AND AMEND THE CORRESPONDING ARTICLE OF
ASSOCIATION
7. APPOINT DUSSELDORF, PWC, AS THE AUDITORS FOR Management For *Management Position Unknown
THE FY 2004
* PLEASE BE ADVISED THAT DEUTSCHE LUFTHANSA AG Non-Voting *Management Position Unknown
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE. THANK YOU
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/17/2004
ISSUER: 855030102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ARTHUR M. BLANK Management For
GARY L. CRITTENDEN Management For
MARTIN TRUST Management For
PAUL F. WALSH Management For
02 TO APPROVE STAPLES 2004 STOCK INCENTIVE PLAN. Management For
03 TO APPROVE STAPLES AMENDED AND RESTATED 1998 Management For
EMPLOYEE STOCK PURCHASE PLAN.
04 TO APPROVE STAPLES AMENDED AND RESTATED INTERNATIONAL Management For
EMPLOYEE STOCK PURCHASE PLAN.
05 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
06 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder Against
RIGHTS PLANS.
07 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder For
INPUT ON POISON PILLS.
08 TO ACT ON A SHAREHOLDER PROPOSAL ON COMMONSENSE Shareholder Against
EXECUTIVE COMPENSATION.
09 TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR INDEPENDENCE. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 Against
08 For
09 For
PT RAMAYANA LESTARI SENTOSA TBK EGM MEETING DATE: 06/18/2004
ISSUER: Y7134V132000 ISIN: ID1000066707
SEDOL: 6328502
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE TO CHANGE THE PAR VALUE FROM IDR 250 Management For *Management Position Unknown
PER SHARE INTO IDR 50 PER SHARE AND AMEND THE
ARTICLES OF ASSOCIATION
PT RAMAYANA LESTARI SENTOSA TBK AGM MEETING DATE: 06/18/2004
ISSUER: Y7134V132000 ISIN: ID1000066707
SEDOL: 6328502
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT FOR THE YE 31 DEC 2003 Management For *Management Position Unknown
2. APPROVE THE BALANCE SHEET REPORT, PROFIT AND Management For *Management Position Unknown
LOSS REPORT FOR THE YE 31 DEC 2003
3. APPROVE THE PROFIT UTILIZATION FOR THE BOOK YE Management For *Management Position Unknown
31 DEC 2003
4. APPROVE TO CHANGE THE BOARD OF COMMISSIONERS Management For *Management Position Unknown
AND DIRECTORS
5. APPOINT THE PUBLIC ACCOUNTANT Management For *Management Position Unknown
TESCO PLC AGM MEETING DATE: 06/18/2004
ISSUER: G87621101000 ISIN: GB0008847096
SEDOL: 0884709, 5469491, 5474860
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 28 FEB 2004
10. ELECT MR. RICHARD BRASHER AS A DIRECTOR Management For *Management Position Unknown
12. ELECT MR. E. MERVYN DAVIES AS A DIRECTOR Management For *Management Position Unknown
14. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID AND APPROVE THAT THEIR REMUNERATION
BE FIXED BY THE DIRECTORS
16. AUTHORIZE THE DIRECTORS, IN PLACE OF THE EQUIVALENT Management For *Management Position Unknown
AUTHORITY CONFERRED ON THE DIRECTORS AT THE LAST
AGM, TO EXERCISE THE POWER CONTAINED IN THE ARTICLES
TO OFFER THE HOLDERS OF ORDINARY SHARES OF 5P
EACH IN THE CAPITAL OF THE COMPANY THE SHARES
THE RIGHT TO RECEIVE NEW SHARES, CREDITED AS
FULLY PAID, INSTEAD OF THE CASH AMOUNT WHICH
WOULD OTHERWISE BE DUE TO THEM IN RESPECT OF
ANY DIVIDENDS INCLUDING INTERIM DIVIDENDS PAID
BY THE DIRECTORS OR DECLARED BY THE COMPANY ,
INCLUDING THE FINAL DIVIDEND FOR THE FYE ON 28
FEB 2004, DURING THE PERIOD OF FIVE YEARS FROM
THE DATE OF THIS RESOLUTION
17. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 15 AND IN PLACEOF THE EQUIVALENT
AUTHORITY CONFERRED ON THE DIRECTORS AT THE LAST
AGM AND IN ACCORDANCE WITH SECTION 80 OF THE
COMPANIES ACT 1985 CA 1985 , TO ALLOT RELEVANT
SECURITIES SECTION 80(2) CA 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 128.07 MILLION; AUTHORITY
EXPIRES ON 18 JUN 2009 ; AND THE COMPANY MAY
MAKE AN OFFER OR AGREEMENT BEFORE THE EXPIRY
OF SUCH AUTHORITY WHICH WOULD OR MIGHTY REQUIRE
RELEVANT SECURITIES TO BE ALLOTTED AFTER 18 JUN
2009 AND THE DIRECTORS MAY ALLOT SUCH SECURITIES
PURSUANT TO SUCH OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
S.18 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 CA 1985, TO ALLOT EQUITY SECURITIES FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 CA 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
CA 1985 , PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN
CONNECTION WITH AN OFFER OF SUCH SECURITIES BY
WAY OF RIGHTS ISSUE; AND II) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 19.21 MILLION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY S NEXT AGM OR 15 MONTHS ; AND THE COMPANY
MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES
TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF ANY
SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT
EXPIRED
S.19 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) CA 1985 OF UPTO 768.44 MILLION
SHARES OF 5P EACH IN THE COMPANY, AT A MINIMUM
PRICE OF 5P AND NOT MORE THAN 105% OF THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS OF A SHARE AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 OR18 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.4 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
THE ARTICLES BY DELETING ARTICLE 90 AND REPLACING
IT WITH A NEW ONE
20. AUTHORIZE TESCO STORES CR, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 28 FEB 2004
6. RE-ELECT MR. PHILIP CLARKE AS A DIRECTOR Management For *Management Position Unknown
8. RE-ELECT MR. VERONIQUE MORALI AS A DIRECTOR Management For *Management Position Unknown
3. DECLARE A FINAL DIVIDEND OF 4.77 PENCE PER SHARE Management For *Management Position Unknown
5. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For *Management Position Unknown
9. RE-ELECT MR. GRAHAM PIMLOTT AS A DIRECTOR Management For *Management Position Unknown
11. ELECT MR. KEN HYDON AS A DIRECTOR Management For *Management Position Unknown
13. ELECT MR. DAVID REID AS A DIRECTOR Management For *Management Position Unknown
15. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 481,600,000 TO GBP 530,000,000
BY THE CREATION OF 968,000,000 ORDINARY SHARES
OF 5P EACH
21. AUTHORIZE TESCO STORES SR, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
22. AUTHORIZE TESCO GLOBAL RT, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
23. AUTHORIZE TESCO POLSKA SP, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
24. APPROVE THE TESCO PLC PERFORMANCE SHARE PLAN Management For *Management Position Unknown
2004 AND AUTHORIZE THE DIRECTORSTO DO ALL ACTS
AND THINGS NECESSARY TO ESTABLISH AND CARRY INTO
EFFECT
25. APPROVE THE TESCO PLC 2004 DISCRETIONARY SHARE Management For *Management Position Unknown
OPTION PLAN AND AUTHORIZE THE DIRECTORS TO DO
ALL ACTS AND THINGS NECESSARY TO ESTABLISH AND
CARRY IT INTO EFFECT AND TO MAKE ANY AMENDMENTS
REQUIRED TO THE APPROVED PART OF THE DISCRETIONARY
SHARE OPTION PLAN IN ORDER TO OBTAIN OR MAINTAIN
INLAND REVENUE APPROVAL
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2004
ISSUER: 835699307 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
C1 TO AMEND A PART OF THE ARTICLES OF INCORPORATION. Management For For
C2 TO ELECT 16 DIRECTORS. Management Abstain Against
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
C4 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF SUBSIDIARY TRACKING STOCK OF THE CORPORATION
FOR THE PURPOSE OF GRANTING STOCK OPTIONS.
S5 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS OF REMUNERATION
AND OTHER AMOUNTS PAID TO EACH DIRECTOR AND CORPORATE
EXECUTIVE OFFICER.
TRANSKARYOTIC THERAPIES, INC. TKTX ANNUAL MEETING DATE: 06/22/2004
ISSUER: 893735100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. ASTRUE Management For For
WALTER GILBERT Management For For
DENNIS H. LANGER Management For For
JONATHAN S. LEFF Management For For
RODMAN W. MOORHEAD, III Management For For
LYDIA VILLA-KOMAROFF Management For For
WAYNE P. YETTER Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
BANCA INTESA SPA, MILANO EGM MEETING DATE: 06/23/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
24 JUN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management Take No Action
BY AMENDING THE ARTICLES 2, 5, 8, 9, 10, 11,
14, 18, 19, 23, AND 31 WITH THE CONSEQUENT RENUMBERING
OF THE TITLE AND THE ARTICLE
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
1. *Management Position Unknown
THE KROGER CO. KR ANNUAL MEETING DATE: 06/24/2004
ISSUER: 501044101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. CLENDENIN Management For For
DAVID B. DILLON Management For For
DAVID B. LEWIS Management For For
DON W. MCGEORGE Management For For
W. RODNEY MCMULLEN Management For For
SUSAN M. PHILLIPS Management For For
02 APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. Management For For
03 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS
TO BE ELECTED ANNUALLY.
04 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS.
05 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder Against For
TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE
AGREEMENTS.
UNICREDITO ITALIANO SPA, GENOVA MIX MEETING DATE: 06/25/2004
ISSUER: T95132105000 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 JUN 2004 AND THIRD CALL ON 29 JUN 2004. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE
BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU
E.1 AMEND THE ARTICLE OF THE BY-LAWS AND INTRODUCE Management Take No Action
THE NEW ARTICLE AND TO REMOVE THE MEETING REGULATION
AS A PART OF THE BY-LAWS
O.1 APPROVE THE UNICREDITO ITALIANO MEETING REGULATION Management Take No Action
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
E.1 *Management Position Unknown
O.1 *Management Position Unknown
SHELL TRANSPORT & TRADING CO PLC AGM MEETING DATE: 06/28/2004
ISSUER: 822703104000 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management *Management Position Unknown
OF THE COMPANY FOR THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management *Management Position Unknown
DEC 2003, ACCOUNTS 2003 AND THE SUMMARIZED IN
THE SUMMARY ANNUAL REPORT AND THE ACCOUNTS 2003
3. ELECT MR. MALCOLM BRINDED AS A DIRECTOR Management *Management Position Unknown
4. RE-ELECT DR. EILEEN BUTTLE AS A DIRECTOR Management *Management Position Unknown
5. RE-ELECT MR. LUIS GIUSTI AS A DIRECTOR Management *Management Position Unknown
6. RE-ELECT MISS. MARY (NINA) HENDERSON AS A DIRECTOR Management *Management Position Unknown
7. RE-ELECT MR. LORD OXBOURGH AS A DIRECTOR Management *Management Position Unknown
8. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management *Management Position Unknown
OF THE COMPANY
9. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management *Management Position Unknown
OF THE AUDITORS FOR 2004
S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management *Management Position Unknown
SECTION 163 OF UP TO 483,000,000 ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P PER SHARE AND UP TO 105%
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM 2005 OF THE COMPANY OR 31 JUL
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
KOMERI CO LTD AGM MEETING DATE: 06/29/2004
ISSUER: J3590M101000 ISIN: JP3305600003
SEDOL: 6496250
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY13, FINAL JY 14, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3 ELECT DIRECTOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUS FOR DIRECTOR Management For *Management Position Unknown
SHANGRI-LA ASIA LTD SGM MEETING DATE: 06/29/2004
ISSUER: G8063F106000 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE RELEVANT TRANSACTIONS CONTEMPLATED Management For *Management Position Unknown
UNDER THE MASTER AGREEMENT; AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO TAKE ALL
SUCH ACTIONS AS MAY DEEM NECESSARY OR DESIRABLE
TO IMPLEMENT AND GIVE EFFECT TO THE MASTER AGREEMENT
AND THE RELEVANT TRANSACTIONS CONTEMPLATED UNDER
THE MASTER AGREEMENT
Exeter Fund, Inc. Pro-Blend Extended Term Series
TICKER: MNBAX
PROXY VOTING RECORD
7/1/2003-6/30/2004
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/23/2003
ISSUER: 755081106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM P. CARMICHAEL Management For For
KENT J. HUSSEY Management For For
PHILIP F. PELLEGRINO Management For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2003.
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) AGM MEETING DATE: 07/31/2003
ISSUER: G94697102000 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For *Management Position Unknown
STATEMENTS FOR THE YE 31 MAR 2003
2. DECLARE A FINAL DIVIDEND OF 1.2C FOR THE YE 31 Management For *Management Position Unknown
MAR 2003
3.a RE-ELECT MR. R.A. BARNES AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.b RE-ELECT MR. J. FOLEY AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WIT H THE ARTICLES
OF ASSOCIATION
3.c RE-ELECT MR. O.C. KUSEL AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE W ITH THE ARTICLES
OF ASSOCIATION
3.d RE-ELECT MR. S. MICHAELS AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.e RE-ELECT MR. C. MCGILLIVARY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION IN ACCORDAN CE WITH THE ARTICLES
OF ASSOCIATION
3.f RE-ELECT MR. F.A. WEDGWOOD AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN ACCORDANCE WITH THE A RTICLES OF ASSOCIATION
4. ELECT MR. PATRICK J. MOLLOY AS A DIRECTOR Management For *Management Position Unknown
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
S.6 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
24 OF THE COMPANIES AMENDMENT A CT, 1983, TO
ALLOT AND ISSUE THE SECURITIES OF THE COMPANY
REFERRED IN ARTICLE 7 OF THE ARTICLES OF ASSOCIATION
AND SUBJECT TO THE TERMS AND CONDITIONS IN I
T; AUTHORITY EXPIRES THE EARLIER OF THE DATE
OF THE NEXT AGM OF THE COMPANY O R 30 OCT 2004
S.7 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF Management For *Management Position Unknown
THE COMPANY SECTION 155 OF THE COMPANIES ACT,
1963 , TO MAKE MARKET PURCHASES SECTION 212
OF THE COMPANIES ACT, 1990 OF SHARES OF ANY
CLASS OF THE COMPANY SUBJECT TO THE PROVISIONS
OF THE COMPANIES ACT, 1990 AND THE RESTRICTIONS
AND PROVISIONS IN ARTICLE 9 OF TH E ARTICLES
OF ASSOCIATION AND THE RE-ISSUE PRICE RANGE AT
WHICH ANY TREASURY S HARES SECTION 209 OF THE
COMPANIES ACT, 1990 HELD BY THE COMPANY MAY
BE RE-I SSUED OFF-MARKET SHALL BE THE PRICE RANGE
IN ARTICLE 10 OF THE ARTICLES OF ASS OCIATION;
AND AUTHORITY EXPIRES THE EARLIER OF THE NEXT
AGM OF THE COMPANY OR 30 OCT 2004
8. GRANT AUTHORITY, PURSUANT TO THE PROVISIONS OF Management For *Management Position Unknown
SECTION 140 OF THE COMPANIES AC T, 1963, TO CONVENE
AND HOLD THE NEXT AGM OF THE COMPANY AT ANY LOCATION
OUTSI DE THE STATE AS DETERMINED BY THE DIRECTORS
AT THEIR SOLE AND ABSOLUTE DISCRET ION
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/03/2003
ISSUER: 832248108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH W. LUTER, III Management For For
WENDELL H. MURPHY Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MAY 2, 2004.
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/12/2003
ISSUER: 94769M105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BROOKE Management For For
JAMES V. MANNING Management For For
MARTIN J. WYGOD Management For For
02 TO RATIFY AND APPROVE AN AMENDMENT TO WEBMD S Management Against Against
2000 LONG-TERM INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES THAT MAY BE ISSUED UNDER THE
PLAN BY 9.5 MILLION SHARES TO A TOTAL OF 29.5
MILLION SHARES.
03 TO APPROVE AN AMENDMENT TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK BY 300 MILLION SHARES
TO 900 MILLION SHARES.
ACTIVISION, INC. ATVI ANNUAL MEETING DATE: 09/18/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT A. KOTICK Management For
BRIAN G. KELLY Management For
RONALD DOORNINK Management For
KENNETH L. HENDERSON Management For
BARBARA S. ISGUR Management For
STEVEN T. MAYER Management For
ROBERT J. MORGADO Management For
02 THE APPROVAL OF THE AMENDMENT TO THE AMENDED Management Against
AND RESTATED CERTIFICATE OF INCORPORATION.
03 APPROVAL OF THE ADOPTION OF THE ACTIVISION 2003 Management Against
INCENTIVE PLAN.
04 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MARCH 31, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
02 Against
03 Against
04 For
APPLERA CORPORATION ABI ANNUAL MEETING DATE: 10/16/2003
ISSUER: 038020103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RICHARD H. AYERS Management For
JEAN-LUC BELINGARD Management For
ROBERT H. HAYES Management For
ARNOLD J. LEVINE Management Withheld
WILLIAM H. LONGFIELD Management For
THEODORE E. MARTIN Management For
CAROLYN W. SLAYMAN Management For
ORIN R. SMITH Management For
JAMES R. TOBIN Management For
TONY L. WHITE Management For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JUNE 30, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
Against
For
For
For
For
For
For
02 For
NDCHEALTH CORPORATION NDC ANNUAL MEETING DATE: 10/23/2003
ISSUER: 639480102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WALTER M. HOFF Management For For
NEIL WILLIAMS Management For For
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2003
ISSUER: 518439104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
IRVINE O. HOCKADAY, JR. Management For
FRED H. LANGHAMMER Management For
ROSE MARIE BRAVO Management For
02 APPROVAL OF THE EXECUTIVE ANNUAL INCENTIVE PLAN. Management For
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For
AUDITORS FOR THE 2004 FISCAL YEAR.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
CARDIAC SCIENCE, INC. DFIB ANNUAL MEETING DATE: 11/17/2003
ISSUER: 141410209 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RAYMOND W. COHEN Management Withheld Against
HOWARD L. EVERS Management For For
PETER CROSBY Management For For
BRIAN H. DOVEY Management For For
RAY E. NEWTON III Management For For
JEFFREY O'DONNELL SR. Management For For
BRUCE BARCLAY Management For For
02 APPROVAL TO AMEND OUR 1997 STOCK OPTION/STOCK Management Against Against
ISSUANCE PLAN.
03 APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS OUR Management For For
INDEPENDENT ACCOUNTANTS.
SANPAOLO IMI SPA, TORINO MIX MEETING DATE: 11/24/2003
ISSUER: T8249V104000 ISIN: IT0001269361 BLOCKING
SEDOL: 5556575, 5564017
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM THERE WILL BE A SECOND CALL ON 25
NOV 2003
A.1 APPROVE THE COMPOSITION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
E.1 APPROVE THE MERGER BY INCORPORATION OF CARDINE Management For *Management Position Unknown
FINANZIARIA SPA INTO SANPAOLO IMISPA AND THE
CONSEQUENT DELIBERATIONS
E.2 AMEND ARTICLES 1, 2, 3, 4, 5, 6, 7, 8, 11, 12, Management For *Management Position Unknown
13, 14, 15, 16, 17, 19, 20 AND 21 OF THE CORPORATE
BYE-LAWS
KONINKLIJKE AHOLD NV AGM MEETING DATE: 11/26/2003
ISSUER: N0139V100000 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING Non-Voting *Management Position Unknown
2. RECEIVE THE REPORT FOR THE FY 2002 BY THE BOARD Management For *Management Position Unknown
OF MANAGEMENT
3. APPROVE THE ANNUAL ACCOUNT FOR 2002 Management For *Management Position Unknown
4. APPROVE THE COMPOSITION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6.A AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
THE APPROVAL OF SUPERVISORY BOARD, TO ISSUE NEW
ORDINARY SHARES AND CUMULATIVE PREFERRED FINANCING
SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
THE APPROVAL OF SUPERVISORY BOARD, TO RESTRICT
OR EXCLUDE THE PRE-EMPTIVE RIGHT OF HOLDERS OF
ORDINARY SHARES ON THE ISSUE OF NEW SHARES
7. AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
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 Management For *Management Position Unknown
9. QUESTIONS AND CLOSING Non-Voting *Management Position Unknown
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA MIX MEETING DATE: 12/03/2003
ISSUER: T1188A116000 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
4 DEC 2003. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
E.1 AMEND ARTICLES 7,16,18,19,26 AND 32 OF THE COMPANY Management For *Management Position Unknown
BY-LAWS
O.1 APPROVE THE BUY BACK TO ASSIGN FREE OF PAYMENT Management For *Management Position Unknown
TO THE BANK S EMPLOYEES AND CONSEQUENT ACTIONS
ROBERT MONDAVI CORPORATION MOND ANNUAL MEETING DATE: 12/12/2003
ISSUER: 609200100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
PHILIP GREER Management For
ANTHONY GREENER Management For
JOHN M. THOMPSON Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR.
03 TO APPROVE AN AMENDMENT TO THE 1993 EQUITY INCENTIVE Management Against
PLAN TO RESERVE AN ADDITIONAL 900,000 SHARES
OF CLASS A COMMON STOCK FOR ISSUANCE UNDER THAT
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 Against
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 12/16/2003
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. LESLIE DENEND Management For For
MR. GEORGE SAMENUK Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES OF THE
COMPANY S COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER BY 2,000,000 SHARES.
03 TO APPROVE AMENDMENTS TO THE STOCK OPTION PLAN Management Against Against
FOR OUTSIDE DIRECTORS TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE INITIAL STOCK OPTION
GRANT TO NON-EMPLOYEE DIRECTORS BY 5,000 TO 50,000
SHARES OF COMMON STOCK AND TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE SUBSEQUENT ANNUAL GRANTS
BY 5,000 SHARES TO 25,000 SHARES OF COMMON STOCK.
04 TO APPROVE AN AMENDMENT TO THE 2002 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES OF THE COMPANY S COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
ODFJELL ASA EGM MEETING DATE: 12/23/2003
ISSUER: R64958110000 ISIN: NO0003399909
SEDOL: 4852650
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING OF THE EGM BY MR. B.D. ODFJELL JR., CHAIRMAN Management For *Management Position Unknown
OF THE BOARD AND REGISTRATION OF THE SHAREHOLDERS
ATTENDING
2. ELECT A CHAIRPERSON AND A SHAREHOLDER TO SIGN Management For *Management Position Unknown
THE MINUTES JOINTLY WITH THE CHAIRPERSON
3. APPROVE THE NOTICE OF THE MEETING AND THE AGENDA Management For *Management Position Unknown
4. APPROVE AN EXTRAORDINARY DISTRIBUTION OF DIVIDEND Management For *Management Position Unknown
OF NOK 4.00 PER SHARE BASEDON THE BALANCE SHEET
AS PER 31 DEC 2002 AND THE EXTRAORDINARY DIVIDEND
TOTALS NOK 86,768,948.00 AND PAYABLE ON 30 DEC
2003 TO THE HOLDERS OF 23 DEC 2003
ACTIVISION, INC. ATVI SPECIAL MEETING DATE: 12/29/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE APPROVAL OF THE PROPOSED AMENDMENT TO THE Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
SYLVAN INC. SYLN ANNUAL MEETING DATE: 12/29/2003
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. BENNETT Management For For
MONIR K. ELZALAKI Management Withheld Against
JEANINE C. HELLER Management Withheld Against
VIRGIL H. JURGENSMEYER Management For For
NELSON OBUS Management For For
DENNIS C. ZENSEN Management Withheld Against
BANCA INTESA SPA, MILANO OGM MEETING DATE: 01/13/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
13 JAN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
FOR THE YEARS 2004, 2005 AND 2006 AFTER STATING
THEIR NUMBER AND APPROVE TO FIX THE REMUNERATION
OF THE EXECUTIVE COMMITTEE AS FOR ARTICLE 2389
OF THE CIVIL LAW AND THE YEARLY EMOLUMENTS AND
MEDALS FOR PRESENCE AS FOR ARTICLE 18 OF THE
BY-LAW
* PLEASE NOTE THAT THE OGM TO BE HELD ON 29 DEC Non-Voting *Management Position Unknown
2003 HAS BEEN POSTPONED AND THESECOND CONVOCATION
WILL BE HELD ON 13 JAN 2004. PLEASE ALSO NOTE
THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA MIX MEETING DATE: 01/15/2004
ISSUER: T1188A116000 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
16 JAN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
1. APPROVE A PREFERRED SECURITIES ISSUE UP TO A Management For *Management Position Unknown
NOMINAL AMOUNT OF EUR 700.000.000, CONVERTIBLE
INTO BANCA MONTE DEI PASCHI DI SIENA SPA MPS
ORDINARY SHARES, WITH FOLLOWING MPS CAPITAL
INCREASE UP TO A MAXIMUM AMOUNT OF EUR 136.585.365,76
BY ISSUING UP TO A MAXIMUM NUMBER OF 213.414.634
ORDINARY SHARES, PAR VALUE EUR 0,64 EACH ONE,
WITHOUT RIGHT OF OPTION, IN SERVICE OF THE CONVERSION
OF THE MENTIONED CONVERTIBLE PREFERRED SECURITIES;
AMEND THE ARTICLE 6 OF THE BY-LAWS
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/22/2004
ISSUER: G02602103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
BRUCE K. ANDERSON Management Withheld Against
AVINOAM NAOR Management Withheld Against
ADRIAN GARDNER Management For For
DOV BAHARAV Management Withheld Against
JULIAN A. BRODSKY Management For For
ELI GELMAN Management For For
CHARLES E. FOSTER Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management Withheld Against
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2003.
03 APPROVAL OF AMENDMENT TO 1998 STOCK OPTION AND Management For For
INCENTIVE PLAN.
04 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
SIEMENS AG AGM MEETING DATE: 01/22/2004
ISSUER: D69671218000 ISIN: DE0007236101
SEDOL: 0798725, 4617008, 5727973, 5735222, 5735233, 5735288, 5750399, 5751615
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management For *Management Position Unknown
ANNUAL REPORT FOR THE 2002/2003 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 979,952,931.10 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.10 PER ENTITLED NO-PAR
SHARE AND THE DIVIDEND ON THE SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 23 JAN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Management For *Management Position Unknown
FOR THE 2003/2004 FY
6. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF THE SHARE CAPITAL, ONCE OR MORE
THAN ONCE BETWEEN 01 MAR 04 AND 21 JUL 05 AND
THE PRICE PAID FOR SUCH SHARES SHALL DEVIATE
NEITHER MORE THAN 10% FROM THEIR MARKET PRICE
IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THEY ARE ACQUIRED THROUGH
A REPURCHASE OFFER OR AN OFFER TO EXCHANGE THE
SHARES FOR INFINEON SHARES AND TO RETIRE THE
SHARES, TO USE THE SHARES WITHIN THE SCOPE OF
THE COMPANY S STOCK OPTION PLANS, TO OFFER THE
SHARES TO THE EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES OR TO BONDHOLDERS AND TO USE THE SHARES
FOR REMUNERATION PURPOSES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY UP TO EUR 600,000,000
THROUGH THE ISSUE OF UP TO 200,000,000 NEW REGISTERED
NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR
KIND, ONCE OR MORE THAN ONCE ON OR BEFORE 21
JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL INCREASE AGAINST
CONTRIBUTIONS IN KIND, FOR RESIDUAL AMOUNTS,
IN ORDER TO GRANT SUCH RIGHTS TO BONDHOLDERS
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH OF UP TO 10% OF THE SHARE CAPITAL IF
THE SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE AND THE AUTHORIZED CAPITAL
2001/I AND 2003 SHALL BE REVOKED AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE BONDS OF UP TO EUR 11,250,000,000 CONFERRING
CONVERTIBLE OR OPTION RIGHTS FOR NEW SHARES OF
THE COMPANY, ONCE OR MORE THAN ONCE ON OR BEFORE
21 JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR THE ISSUE OF BONDS AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS AND IN ORDER TO GRANT
SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR OPTION
RIGHTS; AND THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 733,527,750
THROUGH THE ISSUE OF UP TO 244,509,250 REG. NO-PAR
SHARES, INSOFAR AS CONVERTIBLE OR OPTION RIGHTS
ARE EXERCISED CONTINGENT CAPITAL 2004 AND THE
EXISTING AUTHORIZATION AND THE CORRESPONDING
CONTINGENT CAPITAL 2003 SHALL BE REVOKED; AND
AMEND THE CORRESPONDING ARTICLES OF ASSOCIATION
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting *Management Position Unknown
THAT SIEMENS AG SHARES ARE ISSUED IN REGISTERED
FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING
IN ORDER TO ENTITLE YOU TO VOTE. IF YOU HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/04/2004
ISSUER: 922206107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN G. MCDONALD Management For For
WAYNE R. MOON Management For For
02 APPROVAL OF AMENDED AND RESTATED MANAGEMENT INCENTIVE Management For For
PLAN
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/12/2004
ISSUER: 050095108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DEBORAH A. BECK Management For For
ROBERT W. BURGESS Management For For
GEORGE S. DOTSON Management For For
HANS HELMERICH Management For For
JOHN R. IRWIN Management For For
WILLIAM J. MORRISSEY Management For For
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/18/2004
ISSUER: 549463107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KARL J. KRAPEK Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
02 DIRECTORS PROPOSAL TO DECLASSIFY THE BOARD AND Management For For
TO ALLOW FOR THE REMOVAL OF DIRECTORS WITHOUT
CAUSE
03 DIRECTORS PROPOSAL TO APPROVE OUR 2004 EQUITY Management For For
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
04 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
05 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE SEVERANCE AGREEMENTS
06 SHAREOWNER PROPOSAL TO DISCONTINUE EXECUTIVE Shareholder Against For
EQUITY COMPENSATION PROGRAMS AFTER EXPIRATION
OF EXISTING COMMITMENTS
AMERICAN ITALIAN PASTA COMPANY PLB ANNUAL MEETING DATE: 02/19/2004
ISSUER: 027070101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
TIM M. POLLAK Management For For
WILLIAM R. PATTERSON Management For For
TERENCE C. O'BRIEN Management For For
02 AN AMENDMENT TO THE 2000 EQUITY PLAN TO INCREASE Management For For
THE SHARES AVAILABLE UNDER THE PLAN FROM 1,000,000
TO 1,800,000.
03 RATIFICATION OF THE BOARD OF DIRECTORS SELECTION Management For For
OF ERNST & YOUNG LLP TO SERVE AS AIPC S INDEPENDENT
AUDITORS FOR FISCAL YEAR 2004.
NOVARTIS AG NVS ANNUAL MEETING DATE: 02/24/2004
ISSUER: 66987V109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL Management For For
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2003.
02 APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS. Management For For
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS Management For For
AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.
04 CONVERSION OF GENERAL RESERVES INTO FREE RESERVES. Management For For
05 REDUCTION OF SHARE CAPITAL. Management For For
06 FURTHER SHARE REPURCHASE PROGRAM. Management For For
07 AMENDMENT TO THE ARTICLES OF INCORPORATION. Management For For
8A ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.
8B ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.
8C ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.
9 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
SANDERSON FARMS, INC. SAFM ANNUAL MEETING DATE: 02/26/2004
ISSUER: 800013104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
ROBERT BUCK SANDERSON Management Withheld Against
DONALD W. ZACHARIAS Management For For
WILLIAM R. SANDERSON Management Withheld Against
GAIL JONES PITTMAN Management For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY Management For For
AND APPROVE THE SELECTION OF ERNST & YOUNG LLP
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2004.
KONINKLIJKE AHOLD N.V. AHO SPECIAL MEETING DATE: 03/03/2004
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
03 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION. Management
04 APPROVAL OF TERMS AND CONDITIONS CONVERSION RIGHTS Management
CUMULATIVE PREFERRED FINANCING SHARES.
05 ADOPTION OF THE CORPORATE EXECUTIVE BOARD S GENERAL Management
REMUNERATION POLICY.
06 INVESTIGATIONS BY PUBLIC BODIES AND SUPERVISORY Management
BODIES AS WELL AS CURRENT LAWSUITS. - TERMINATION
VEB PROCEEDINGS.
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK EGM MEETING DATE: 03/10/2004
ISSUER: Y71474129000 ISIN: ID1000057904
SEDOL: 6291745
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPLACEMENT OF ANNUAL REPORT AND Management For *Management Position Unknown
CONSOLIDATED FINANCIAL STATEMENTFOR THE YEAR
2002, THAT WERE RACTIFIED IN THE EGM ON 09 MAY
2003
2. APPROVE THE ANNUAL REPORT 2002 AND RATIFICATION Management For *Management Position Unknown
OF THE CONSOLIDATED FINANCIALSTATEMENT OF 2002
THAT HAVE BEEN RESTATED AND RE-AUDITED
3. APPROVE TO RATIFY THE RE-STATED CONSOLIDATED Management For *Management Position Unknown
FINANCIAL STATEMENT OF 2000 AND 2001
4. APPROVE THE RESTATEMENT OF THE COMPANY NET INCOME Management For *Management Position Unknown
ALLOCATION FOR THE YEAR 2000, 2001 AND 2002
5. AMEND THE COMPOSITION OF THE BOARD OF COMMISSIONERS Management For *Management Position Unknown
AND BOARD OF DIRECTORS
CLUB MEDITERRANEE SA, PARIS MIX MEETING DATE: 03/11/2004
ISSUER: F18690101000 ISIN: FR0000121568 BLOCKING
SEDOL: 4204370, 4204422, 4575377, 5257726
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT AND THE Management For *Management Position Unknown
GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY CLOSED ON 31
OCT 2003; AND GRANT PERMANENT DISCHARGE TO THE
MEMBERS OF EXECUTIVE COMMITTEE AND THE SUPERVISORY
BOARD FOR THE COMPLETION OF ITS ASSIGNMENT FOR
THE CURRENT YEAR
O.2 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For *Management Position Unknown
PRESENTED AND THE EXECUTIVE COMMITTEE REPORT
FOR THE GROUP IS INCLUDED IN THE SUPERVISORY
BOARD REPORT; AND APPROVE THE NET INCOME OF SHARE
GROUP: EUR (-) 94,430,000.00
O.3 APPROVE TO CHARGE THE RECORDED LOSSES OF EUR Management For *Management Position Unknown
133,549,951.00 TO THE RETAINED LOSSES ACCOUNT;
APPROVE THE RETAINED LOSSES ACCOUNT WILL SHOW
A NEW BALANCE OF EUR 247,351,130.00; AND IN ACCORDANCE
WITH PROVISION OF THE LAW
O.4 APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE L.225-38 AND FOLLOWING
OF THE COMMERCIAL LAW
O.5 APPROVE TO ALLOCATE EUR 305,000.00 TO THE MEMBERS Management For *Management Position Unknown
OF THE EXECUTIVE COMMITTEE AS ATTENDANCE FEES
O.6 RATIFY THE APPOINTMENT OF MR. ANNE-CLAIRE TAITTINGER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.7 RATIFY THE APPOINTMENT OF MR. ETIENNE BERTIER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.8 RATIFY THE APPOINTMENT OF MR. SAUD AL-SULAIMAN Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.9 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 17 MAR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 70.00;
MINIMUM SELLING PRICE: EUR 30.00; AND MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
E.10 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management For *Management Position Unknown
IN FRANCE OR ABROAD, WITH THE ISSUE OF TRANSFERABLE
SECURITIES WITHOUT THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR 15,000,000.00;
AND AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.11 AMEND THE ARTICLES OF ASSOCIATION NO.7 Management For *Management Position Unknown
O.12 AMEND THE ARTICLES OF ASSOCIATION NO.25 Management For *Management Position Unknown
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
BANCO COMERCIAL PORTUGUES SA BCP, PORTO AGM MEETING DATE: 03/15/2004
ISSUER: X03188137000 ISIN: PTBCP0AM0007 BLOCKING
SEDOL: 0924199, 4070258, 5812493, 5816859, 7217739
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE 2003 ANNUAL REPORT AND RESULTS AND Management *Management Position Unknown
THE 2003 CONSOLIDATE ANNUAL REPORT AND 2003 CONSOLIDATED
RESULTS
2. APPROVE TO APPROPRIATE THE PROFITS Management *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management *Management Position Unknown
S MANAGEMENT AND AUDITING
4. AMEND THE COMPANY S BY-LAWS Management *Management Position Unknown
5. RATIFY THE CO-OPTATION OF ONE MEMBER OF THE SENIOR Management *Management Position Unknown
BOARD TO FULFIL A VACANCY
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management *Management Position Unknown
7. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management *Management Position Unknown
KOREA ELECTRIC POWER CORPORATION KEP ANNUAL MEETING DATE: 03/19/2004
ISSUER: 500631106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF NON-CONSOLIDATED BALANCE SHEET, INCOME Management For *Management Position Unknown
STATEMENT AND THE PROPOSED APPROPRIATION OF RETAINED
EARNINGS IN RESPECT OF YEAR 2003, ALL PREPARED
IN ACCORDANCE WITH KOREAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ( GAAP ).
02 SELECTION OF THE PRESIDENT OF KEPCO. Management For *Management Position Unknown
DOUGLAS HOLDING AG AGM MEETING DATE: 03/24/2004
ISSUER: D2290M102000 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY FROM 01 JAN TO 30 SEP 2003,
WITH THE REPORT OF THE SUPERVISORY BOARD, THE
GROUP FINANCIAL STATEMENTS AND THE GROUP ANNUAL
REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 30,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.75 PER NO-PAR SHARE; EUR
695,581.50 BE CARRIED FORWARD; EX-DIVIDEND; AND
PAYABLE DATE: 25 MAR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
ITS SHARE CAPITAL, AT PRICE NOT MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
23 SEP 2005 AND TO RETIRE THE SHARES, TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THEY ARE SOLD
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, AND TO USE THE SHARES FOR ACQUISITION
PURPOSES
6. APPOINT SUSAT & PARTNER, HAMBURG AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2003/2004
BRISA AUTO ESTRADAS DE PORTUGAL SA, SAO DOMINGOS DE RANA AGM MEETING DATE: 03/25/2004
ISSUER: X07448107000 ISIN: PTBRI0AM0000 BLOCKING
SEDOL: 5369193, 5378928, 5803925, 5821574
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2003 ANNUAL REPORT AND RESULTS Management For *Management Position Unknown
2. APPROVE THE 2003 CONSOLIDATED REPORT AND ALSO Management For *Management Position Unknown
THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
5. APPROVE THE REPORT OF THE INCENTIVE PLAN TO THE Management For *Management Position Unknown
MANAGEMENT
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
BRISA AUTO ESTRADAS DE PORTUGAL SA, SAO DOMINGOS DE RANA AGM MEETING DATE: 03/25/2004
ISSUER: X07448107000 ISIN: PTBRI0AM0000 BLOCKING
SEDOL: 5369193, 5378928, 5803925, 5821574
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
# 126591 DUE TO THE ADDITIONOF A RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE 2003 ANNUAL REPORT AND RESULTS Management For *Management Position Unknown
2. APPROVE THE 2003 CONSOLIDATED REPORT AND ALSO Management For *Management Position Unknown
THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
5. APPROVE THE REPORT OF THE INCENTIVE PLAN TO THE Management For *Management Position Unknown
MANAGEMENT
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
7. ELECT THE SALARY COMMISSION Management For *Management Position Unknown
MERCK KGAA, DARMSTADT AGM MEETING DATE: 03/26/2004
ISSUER: D5357W103000 ISIN: DE0006599905 BLOCKING
SEDOL: 4741844, 4743033
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003, ALONGWITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2003 Management For *Management Position Unknown
3. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 40,201,879.19 ASFOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.80 PER NO-PAR SHARE EUR
601,879.99 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 29 MAR 2004
4. RATIFY THE ACTS OF THE COMPANY S MANAGEMENT Management For *Management Position Unknown
5. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPOINT KPMG, MANNHEIM AS THE AUDITORS FOR THE Management For *Management Position Unknown
FY 2004
7. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
8. AUTHORIZE THE MANAGEMENT WITH THE CONSENT OF Management For *Management Position Unknown
THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 64,349,997.40 THROUGH THE
ISSUE OF NEW SHARES AGAINST PAYMENT IN CASH OR
KIND, ON OR BEFORE 31 MAR 2009; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
A CAPITAL INCREASE AGAINST CASH PAYMENT OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
BANCO ESPIRITO SANTO SA AGM MEETING DATE: 03/30/2004
ISSUER: X0346X153000 ISIN: PTBES0AM0007 BLOCKING
SEDOL: 4058061, 5740334
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE 2003 ANNUAL REPORT AND THE RESULTS Management For *Management Position Unknown
2. RECEIVE THE 2003 CONSOLIDATED ANNUAL REPORT, Management For *Management Position Unknown
AND THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFITS APPROPRIATION Management For *Management Position Unknown
4. ACKNOWLEDGE THE COMPANY S MANAGEMENT AND THE AUDITING Management For *Management Position Unknown
5. APPROVE THE GROUP RELATION WITH SUBSIDIARY COMPANIES Management For *Management Position Unknown
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL ITS Management For *Management Position Unknown
OWN SHARES
7. RATIFY THE DIRECTORS MR. JOSE MANUEL RUIVO DA Management For *Management Position Unknown
PENA AND MICHEL MARIN LE MASSON CO-OPTATION
8. ELECT THE GOVERNING BODIES FOR THE QUADRIENNIUM Management For *Management Position Unknown
2004/2007
9. AMEND N 3 OF ARTICLE 23 AND N 3 OF ARTICLE 24 Management For *Management Position Unknown
OF THE COMPANY BY-LAWS
10. AMEND THE REGULATION OF N 4 OF ARTICLE 24 OF Management For *Management Position Unknown
THE COMPANY BY-LAWS
CANON INC AGM MEETING DATE: 03/30/2004
ISSUER: J05124144000 ISIN: JP3242800005
SEDOL: 5485271, 6172323
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY15, FINAL JY 35, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
3.3 ELECT DIRECTOR Management For *Management Position Unknown
3.4 ELECT DIRECTOR Management For *Management Position Unknown
3.5 ELECT DIRECTOR Management For *Management Position Unknown
3.6 ELECT DIRECTOR Management For *Management Position Unknown
3.7 ELECT DIRECTOR Management For *Management Position Unknown
3.8 ELECT DIRECTOR Management For *Management Position Unknown
3.9 ELECT DIRECTOR Management For *Management Position Unknown
3.10 ELECT DIRECTOR Management For *Management Position Unknown
3.11 ELECT DIRECTOR Management For *Management Position Unknown
3.12 ELECT DIRECTOR Management For *Management Position Unknown
3.13 ELECT DIRECTOR Management For *Management Position Unknown
3.14 ELECT DIRECTOR Management For *Management Position Unknown
3.15 ELECT DIRECTOR Management For *Management Position Unknown
3.16 ELECT DIRECTOR Management For *Management Position Unknown
3.17 ELECT DIRECTOR Management For *Management Position Unknown
3.18 ELECT DIRECTOR Management For *Management Position Unknown
3.19 ELECT DIRECTOR Management For *Management Position Unknown
3.20 ELECT DIRECTOR Management For *Management Position Unknown
3.21 ELECT DIRECTOR Management For *Management Position Unknown
3.22 ELECT DIRECTOR Management For *Management Position Unknown
3.23 ELECT DIRECTOR Management For *Management Position Unknown
3.24 ELECT DIRECTOR Management For *Management Position Unknown
3.25 ELECT DIRECTOR Management For *Management Position Unknown
3.26 ELECT DIRECTOR Management For *Management Position Unknown
3.27 ELECT DIRECTOR Management For *Management Position Unknown
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.3 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5 APPOINT ADDITIONAL EXTERNAL AUDITOR Management For *Management Position Unknown
6 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For *Management Position Unknown
STATUTORY AUDITORS
7 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR DIRECTORS ANDSTATUTORY AUDITORS
MABUCHI MOTOR CO LTD AGM MEETING DATE: 03/30/2004
ISSUER: J39186101000 ISIN: JP3870000001
SEDOL: 6551030
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY67, FINAL JY 25, SPECIAL
JY 36
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
3.3 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
3.4 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management For *Management Position Unknown
LONZA GROUP AG, ZUERICH AGM MEETING DATE: 03/31/2004
ISSUER: H50524133000 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* PLEASE BE ADVISED THAT THIS IS A REVISION DUE Non-Voting
TO THE REVISED CUTOFF DATE. IFYOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RE-SEND THIS PROXY
FORM UNLESS YOU WISH TO AMEND YOU VOTING INSTRUCTIONS.
THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
* *Management Position Unknown
LONZA GROUP AG, ZUERICH AGM MEETING DATE: 03/31/2004
ISSUER: H50524133000 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS 2003 Management For *Management Position Unknown
AND THE REPORT OF THE AUDITORS
2. APPROVE THE ACCOUNTS OF THE GROUP 2003 REPORT Management For *Management Position Unknown
OF THE GROUP AUDITOR
3. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management For *Management Position Unknown
4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS ALSO ACTING AS GROUP AUDITOR Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING#122276, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST HAVE BEEN NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
BECKMAN COULTER, INC. BEC ANNUAL MEETING DATE: 04/01/2004
ISSUER: 075811109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RONALD W. DOLLENS Management Withheld
CHARLES A. HAGGERTY Management For
WILLIAM N. KELLEY, M.D. Management For
02 APPROVAL OF THE COMPANY S 2004 LONG-TERM PERFORMANCE Management For
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
For
For
02 For
ENDESA SA, MADRID OGM MEETING DATE: 04/02/2004
ISSUER: E41222113000 ISIN: ES0130670112
SEDOL: 2615424, 4315368, 5271782, 5285501, 5788806
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. EXAMINE AND, IF APPROPRIATE, APPROVAL OF THE Management For *Management Position Unknown
FINANCIAL STATEMENTS AND MANAGEMENT REPORT OF
THE COMPANY AND OF ITS CONSOLIDATED GROUP FOR
THE YEAR ENDED DECEMBER 31, 2003, AS WELL AS
THE CONDUCT OF THE COMPANY S BUSINESS IN THAT
FISCAL YEAR.
2. APPROPRIATION OF INCOME FOR THE YEAR AND DISTRIBUTION Management For *Management Position Unknown
OF DIVIDEND.
3. AMEND THE CORPORATE BYLAWS. A) NEW WORDING FOR Management For *Management Position Unknown
THE FOLLOWING ARTICLES OF THE CURRENT CORPORATE
BYLAWS: ARTICLE 16 (ISSUE OF DEBENTURES) AND
ARTICLE 33 (RIGHT TO INFORMATION). B) INSERTION
OF ONE NEW ARTICLE INTO THE CURRENT CORPORATE
BYLAWS, NAMELY, ARTICLE 30 BIS (VOTING AND REPRESENTATION
BY REMOTE MEANS OF COMMUNICATION).
4. AMEND THE STOCKHOLDERS MEETING REGULATIONS. Management For *Management Position Unknown
A) NEW WORDING FOR THE FOLLOWING ARTICLES OF
THE CURRENT STOCKHOLDERS MEETING REGULATIONS:
ARTICLE 9 (RIGHT TO INFORMATION), ARTICLE 12
(PUBLIC PROXY SOLICITATION) AND ARTICLE 18 (SPEECHES).
B) INSERTION OF ONE NEW ARTICLE INTO THE CURRENT
STOCKHOLDERS MEETING REGULATIONS, NAMELY ARTICLE
20 BIS (VOTING AND REPRESENTATION BY REMOTE MEANS
OF COMMUNICATION).
5. APPOINTMENT, ASSIGNMENT, RATIFICATION AND RENEWAL Management For *Management Position Unknown
PER THE BYLAWS OF DIRECTORS.F DIRECTORS
6. APPOINTMENT OF AUDITORS FOR THE COMPANY AND ITS Management For *Management Position Unknown
CONSOLIDATED GROUP.
7. AUTHORITY FOR THE COMPANY AND ITS SUBSIDIARIES Management For *Management Position Unknown
TO ACQUIRE TREASURY STOCK UNDER THE PROVISIONS
OF ARTICLE 75 AND ADDITIONAL PROVISION 1 OF THE
CORPORATIONS LAW.
8. AUTHORITY FOR THE BOARD OF DIRECTORS TO CARRY Management For *Management Position Unknown
OUT, IMPLEMENT AND, IF APPROPRIATE, RECTIFY ANY
RESOLUTIONS ADOPTED BY THE STOCKHOLDERS MEETING
AND TO DELEGATE ANY POWERS RECEIVED BY IT FROM
THE STOCKHOLDERS MEETING, AND GRANTING OF POWERS
TO HAVE THOSE RESOLUTIONS RECORDED IN A PUBLIC
DEED.
9. INFORMATION FOR THE STOCKHOLDERS MEETING CONCERNING Management For *Management Position Unknown
THE BOARD REGULATIONS ULATIONS
* PLEASE NOTE THAT THE MEETING HELD ON 01 APR 2004 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 02
APR 2004. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
IBERDROLA SA, BILBAO AGM MEETING DATE: 04/02/2004
ISSUER: E6164R104000 ISIN: ES0144580018
SEDOL: 4424640, 4444842
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. EXAMINE AND APPROVE, THE ANNUAL ACCOUNTS, BALANCE Management For *Management Position Unknown
SHEET, PROFIT AND LOSS ACCOUNT AND NOTES TO THE
ACCOUNTS, AND DIRECTORS REPORT OF THE COMPANY
AND ITS CONSOLIDATED GROUP FOR THE YE 31 DEC
2003, AND THE MANAGEMENT OF CORPORATE AFFAIRS
DURING THAT YEAR AND THE APPLICATION OF PROFITS
AND DISTRIBUTION OF DIVIDENDS
2. EXAMINE AND APPROVE COMPANY BYLAWS Management For *Management Position Unknown
3. EXAMINE AND APPROVE, THE REGULATION OF THE MEETING Management For *Management Position Unknown
AND INFORMATION TO SHAREHOLDERS ABOUT THE BOARD
OF DIRECTORS REGULATIONS
4. EXAMINE AND APPROVE, THE MERGER BALANCE SHEET Management For *Management Position Unknown
OF IBERDROLA, S.A., THE MERGER PROSPECTUS AND
THE MERGER TRANSACTION ENTAILING THE TAKEOVER
BY IBERDROLA, S.A., OF ITS SINGLE MEMBER SUBSIDIARIES
IBERDROLA GAS, S.A. AND STAR 21 NETWORKS ESPANA
S.A. WITH THE WINDING UP WITHOUT LIQUIDATION
OF THE SUBSIDIARIES TAKEN OVER AND BLOCK TRANSFER
UNDER UNIVERSAL TITLE OF ALL ITS ASSETS AND LIABILITIES
TO IBERDROLA,S.A., ADJUSTING TO THE MERGER PROSPECTUS
IN THE TERMS ESTABLISHED IN S. 233 ET SEQ AND
S. 250 OF THE CORPORATIONS ACT
5. EMPOWER THE BOARD DURING 5 YEARS, TO ISSUE CORPORATE Management For *Management Position Unknown
BONDS OR CONVERTIBLE BONDS INTO COMPANY SHARES,
AND WARRANTS OVER NEW ISSUANCE SHARES OR ORDINARY
SHARES, FOR A MAXIMUM OF EUR 1,000 MILLION, WITH
THE OPTIONS TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION
RIGHT OF SHAREHOLDERS
6. EMPOWER THE BOARD DURING 5 YEARS, TO ISSUE CORPORATE Management For *Management Position Unknown
BONDS OR CONVERTIBLE BONDS INTO COMPANY SHARES,
AND WARRANTS OVER NEW ISSUANCE SHARES OR ORDINARY
SHARES, FOR A MAXIMUM OF EUR 1,000 MILLIONS WITHOUT
THE OPTIONS TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION
RIGHT OF SHAREHOLDERS
7. EMPOWER THE BOARD DURING 5 YEARS, TO ISSUE CORPORATE Management For *Management Position Unknown
BONDS, DEBENTURES, PROMISSORY NOTES OR WHICHEVER
FIXED INCOME, AS WELL AS PREFERRENT EQUITY STAKE,
FOR A MAXIMUM OF EUR 1,200 MILLION, EXCEPT FOR
THE ISSUANCE OF PROMISSORY NOTES LIMITED TO A
MAXIMUM OF EUR 1,500 MILLION
8. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE OWN Management For *Management Position Unknown
SHARES BY THE COMPANY OR ITS SUBSIDIARIES ON
THE TERMS ESTABLISHED IN THE SPANISH LAW, REDUCTION
OF THE CAPITAL AND CONSEQUENT ALTERATION OF ARTICLE
5 OF THE COMPANY BYLAWS
9. EMPOWER THE BOARD OF DIRECTORS FOR REQUESTING Management For *Management Position Unknown
THE ADMISSION OR EXCLUSION OF QUOTATION ON THE
SPANISH OR FOREIGN STOCK EXCHANGE MARKETS OF
COMPANY SHARES, BONDS OR OTHER ISSUANCES, AS
WELL AS TO IMPLEMENT THE NECESSARY RESOLUTIONS
TO KEEP THE SHARES, BONDS OR WHICHEVER ISSUE
QUOTING
10. AUTHORIZE THE CREATION AND FUNDING OF FOUNDATIONS Management For *Management Position Unknown
IN ACCORDANCE TO THE FOUNDATIONS ACT 50 2002,
PREVAILING REGIONAL LAWS AND OTHER APPLICABLE
LEGISLATION, AUTHORIZING THE BOARD TO EXECUTE
THE CORRESPONDING RESOLUTIONS
11. RE-ELECT THE AUDITORS OF THE COMPANY AND THE Management For *Management Position Unknown
COMPANIES IN ITS CONSOLIDATED GROUP FOR 2004
12. RATIFY THE APPOINTMENT OF DIRECTORS Management For *Management Position Unknown
13. AUTHORIZE THE BOARD TO DEVELOP AND EXECUTE THE Management For *Management Position Unknown
FOREGOING RESOLUTIONS, INCLUDING THE POWER TO
INTERPRET, CORRECT, COMPLETE AND TO RAISE THEM
TO PUBLIC DEED, AND TO SUBSTITUTE THE POWERS
GRANTED BY THE GENERAL MEETING
PORTUGAL TELECOM SGPS SA, LISBOA AGM MEETING DATE: 04/02/2004
ISSUER: X6769Q104000 ISIN: PTPTC0AM0009 BLOCKING
SEDOL: 4676203, 5466856, 5760365, 5817186, 5825985
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, BALANCE SHEET AND Management For *Management Position Unknown
THE ACCOUNTS FOR 2003
2. APPROVE THE CONSOLIDATED ANNUAL REPORT, BALANCE Management For *Management Position Unknown
SHEET AND THE ACCOUNTS FOR 2003
3. APPROVE THE PROFIT APPLICATION AND RESERVES AFFECTATION Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGING AND AUDITING
5. APPROVE THE RATIFICATION OF THE COOPTATION OF Management For *Management Position Unknown
DIRECTORS
6. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management For *Management Position Unknown
SHARES, INCLUDING THE ACQUISITION IN CONNECTION
WITH THE PROGRAM OF SHARE BUY BACK
7. APPROVE THE EVENTUAL OF SHARE CAPITAL REDUCTION Management For *Management Position Unknown
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 8, NUMBER Management For *Management Position Unknown
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 COMPANY
9. APPROVE THE CANCELLATION OF PREFERENTIAL RIGHT Management For *Management Position Unknown
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
10. APPROVE TO ISSUE BONDS AS WELL AS ON ANY OTHER Management For *Management Position Unknown
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 ALIENATION OF BONDS Management For *Management Position Unknown
AND OTHER OWN SECURITIES
* PLEASE BE ADVISED THAT THIS IS A REVISION DUE Non-Voting *Management Position Unknown
TO AN AMENDED DEADLINE 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.
CTI MOLECULAR IMAGING, INC. CTMI ANNUAL MEETING DATE: 04/06/2004
ISSUER: 22943D105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal
Number Proposal Type
01 DIRECTOR Management
WOLF-EKKEHARD BLANZ PHD Management
HAMILTON JORDAN Management
MICHAEL E. PHELPS, PHD Management
02 AS TO RATIFICATION OF THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS Management
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
03 AS TO APPROVAL AND ADOPTION OF AN AMENDMENT TO Management
THE CTI MOLECULAR IMAGING, INC. 2002 LONG-TERM
INCENTIVE PLAN.
VOTE GROUP: GLOBAL
Proposal Vote For or Against
Number Cast Mgmt.
01
Withheld Against
For For
Withheld Against
02 For For
03 For For
BANCA INTESA SPA, MILANO AGM MEETING DATE: 04/14/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
15 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003, THE DIRECTOR S REPORTS ON MANAGEMENT ACTIVITY,
THE INTERNAL AUDITORS REPORT AND THE ALLOCATION
OF PROFIT AND DISTRIBUTION OF AVAILABLE RESERVES
ALSO WITH ASSIGNMENT OF OWN SHARES, RESOLUTIONS
RELATED THERE TO
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/14/2004
ISSUER: 806857108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J. DEUTCH Management For For
J.S. GORELICK Management For For
A. GOULD Management For For
T. ISAAC Management For For
A. LAJOUS Management For For
A. LEVY-LANG Management For For
D. PRIMAT Management For For
T. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
03 APPROVAL OF ADOPTION OF THE 2004 STOCK AND DEFERRAL Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Management For For
GROUPE DANONE MIX MEETING DATE: 04/15/2004
ISSUER: F12033134000 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE THAT THE MEETING WILL BE HELD ON Non-Voting
15 APR 2004. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID AND YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET. THANK YOU
OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED
O.1 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management Take No Action
PROFITS FOR THE FY: EUR 191,383,293.40; PRIOR
RETAINED EARNINGS: EUR 1,391,592,951.81; DISTRIBUTABLE
PROFITS: EUR 1,582,976,245.21; GLOBAL DIVIDEND:
EUR 327,504,957.85; BALANCE CARRIED FORWARD:
EUR 1,255,471,287.36; AND THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 2.45, WITH A CORRESPONDING
TAX CREDIT OF EUR 1.225; THIS DIVIDEND WILL BE
PAID ON 11 MAY 2004
O.4 APPROVE TO RATIFY THE DECISION OF THE BOARD OF Management Take No Action
DIRECTORS TO TRANSFER THE HEAD OFFICE OF THE
COMPANY TO, 17 BOULEVARD HAUSSMANN, 75009 PARIS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. EMMANUEL Management Take No Action
FABER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF CABINET Management Take No Action
MAZARS AND GUERARD AS STATUTORY AUDITOR FOR A
PERIOD OF 6 YEARS
O.7 APPROVE TO MAINTAIN MR. JEROME SEYDOUX AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 1 YEAR
O.2 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management Take No Action
GENERAL AUDITORS REPORT AND APPROVE THE CONSOLIDATED
ACCOUNTS AND THE BALANCE SHEET FOR THE FY 2003,
AS PRESENTED TO IT
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCK Management Take No Action
RIBOUD AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF CABINET Management Take No Action
PRICEWATERHOUSECOOPERS AUDIT AS STATUTORY AUDITOR
FOR A PERIOD OF 6 YEARS
O.10 APPOINT PATRICK DE CAMBOURG AS THE DEPUTY AUDITOR Management Take No Action
FOR A PERIOD OF 6 YEARS
O.11 APPOINTS ANNE MONTEIL AS A DEPUTY AUDITOR FOR Management Take No Action
A PERIOD OF 6 YEARS
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 200.00;
MINIMUM SELLING PRICE: EUR 120.00; AND MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10; AUTHORITY
IS VALID FOR A PERIOD OF 18 MONTHS ; AND APPROVE
THAT THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION GIVEN BY
THE MIX MEETING OF 11 APR 2003
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
IN FRANCE OR ABROAD, WITH THE ISSUE OF TRANSFERABLE
SECURITIES WITH THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management Take No Action
THE ISSUE OF TRANSFERABLE SECURITIES WITHOUT
THE PREFERENTIAL SUBSCRIPTION RIGHT AND WITH
THE OPTION OF GRANTING A PREFERENCE PERIOD
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
IN FRANCE OR ABROAD, WITH THE ISSUE OF NEW SHARES
RESERVED OF THE EMPLOYEES OF THE COMPANY GROUPE
DANONE FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH
HAS BEEN ADOPTED
E.16 APPROVE, AFTER DELIBERATING ON THE BOARD OF DIRECTORS Management Take No Action
REPORT, TO OVERHAUL THE ARTICLES OF ASSOCIATION
IN ORDER TO HARMONIZE THEM WITH THE LEGAL PROVISIONS
IN FORCE AND MODIFIES THE ARTICLES NUMBERS 2,
11 AND 18
E.17 APPROVE TO PROCEED TO DIVIDED OF THE PAR VALUE Management Take No Action
OF THE SHARES OF THE COMPANY 2 NEW SHARES AGAINST
OF EUR 0.50
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.8 *Management Position Unknown
O.7 *Management Position Unknown
O.2 *Management Position Unknown
O.5 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
O.18 *Management Position Unknown
* *Management Position Unknown
RWE AG, ESSEN OGM MEETING DATE: 04/15/2004
ISSUER: D6629K109000 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORTS FOR THE 2003 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE APPROPRIATION
OF THE DISTRIBUTABLE PROFIT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 703,099,758.19 AS FOLLOWS: DECLARE
A DIVIDEND OF EUR 1.25 PER NO-PAR SHARE; EUR
93,508.19 BE CARRIED FORWARD; EX-DIVIDEND AND
PAYABLE DATE: 16 APR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT PRICEWATERHOUSECOOPERS, ESSEN, AS THE Management For *Management Position Unknown
AUDITORS FOR THE 2004 FY
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF THE SUPERVISORY BOARD RECEIVING
A DAILY ATTENDANCE FEE OF EUR 500 PER SUPERVISORY
BOARD MEETING OR COMMITTEE MEETING
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU
SCHERING AG AGM MEETING DATE: 04/16/2004
ISSUER: D67334108000 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE PRESENTATION OF THE FINANCIAL STATEMENTS Management For
AND ANNUAL REPORT FOR THE 2003 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT
2. RECEIVE RESOLUTION, ON THE APPROPRIATION OF THE Management For
DISTRIBUTIONS PROFIT OF EUR 223,420,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR .93 PER NO-PAR SHARE
EUR 43,000,000 SHALL BE ALLOCATED TO THE REVENUE
RESERVES EX-DIVIDEND AND PAYABLE DATE:19 APR
2004
3. RATIFY THE ACTS OF THE BOARD OF MDS Management For
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For
5. APPOINT THE AUDITORS FOR THE 2004 FY BDO DEUTSCHE Management For
WARENTREUHAND AG, BERLIN
6. RECEIVE RESOLUTION, ON THE CREATION OF THE AUTHORIZED Management For
CAPITAL, AND THE CORRESPONDENCE AMENDMENT TO
THE ARTICLE OF ASSOCIATION. THE BOARD OF MDS
SHALL AUTHORIZED, WIT THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARES CAPITAL BY UP TO
EUR 97,000,000 THROUGH THE ISSUE OF NEW SHARES
AGAINST CONTRIBUTIONS IN CASH OR KIND, ON OR
BEFORE 15 APR 2009. SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR A CAPITAL INCREASE
OF UP TO 10% OF THE SHARE CAPITAL AGAINST CONTRIBUTION
IN CASH IF THE SHARES ARE ISSUED AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE, FOR THE
ISSUE OF SHARES AGAINST CONTRIBUTIONS IN KIND,
FOR RESID-UAL AMOUNTS, AND IN ORDER TO GRANT
SUCH RIGHTS TO BONDHOLDERS
7. RECEIVE RESOLUTION, ON THE AUTHORIZATION TO ISSUE Management For
CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDENCE
AMENDMENT TO THE ARTICLE OF ASSOCIATION. THE
BOARD OF MDS SHALL AUTHORIZED, WIT THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP
TO EUR 600,000,000, HAVING A TERM OF UP TO 15
YEARS AND CONFERRING CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY, ONCE OR MORE
THAN ONCE ON OR BEFORE 15 APR 2009. SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND.OR
OPTION RIGHTS FOR SHARES OF THE COMPANY UP TO
10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY
BELOW THER THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE ISSUE OF BONDS TO HOLDERS
OF PREVIOUSLY ISSUED CONVERTIBLE OR OPTION RIGHTS.
THE COMPAY S SHARE CAPTIAL SHALL INCREASE ACCORDINGLY
BY UP TO EUR 10,000,000 THROUGH THE ISSUE OF
UP TO 10,000,000 NEW SHARES, INSOFAR AS CONVERTIBLE
AND/OR OPTION RIGHTS ARE EXERCISED
8. RECEIVE RESOLUTION, ONT HE REMUNERATION FOR THE Management For
SUPERVISORY BOARD, AND THE CORRESPONDENCE AMENDMENT
TO THE ARTICLE OF ASSOCIATION. EACH MEMBER OF
THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 50,000, A PROFIT RELATED
REMUNERATION FO EUR 250 FOR EVERY EUR 0.01 OF
THE EARNINGS PER SHARE IN EXCESS OF EUR 0.60,
AND A PERFORMANCE-RELATED REMUNERATION OF AT
LEAST EUR 60,000. THE CHAIRMAN ONE AND A HALF
TIMES THESE AMOUNTS. FURTHERMORE, THE SUPERVISORY
BOARD SHALL RECEIVE EUR 470,000 AS REMUNERATION
FOR COMMITTEE MEMBERS
9. AMEND THE ARTICLE OF ASSOCIATION Management For
11. ELECT THE SUPERVISORY BOARD Management For
10. AUTHORIZE TO ACQUIRE OWN SHARES. THE BOARD OF Management For
MDS SHALL BE AUTHORIZED TO ACQUIRE SHARES OF
THE COMPANY OF UP TO EUR 19,400,000, THROUGH
THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN
10% ABOVE, NOR MORE THAN 20% BELOW THE MARKET
PRICE OF THE SAHRES, OR BY WAY OF A REPURCHASE
OFFER AT A PRICE NOT DIFFERING MORE THAN 20%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
30 SEP 2005. THE BOARD OF MDS SHALL BE AUTHORIZED
TO RETIRE THE SHARES, TO USE THE SHARES FOR ACQUISITION
PURPOSES, TO OFFER THE SHARES TO BONDHOLDERS
OR TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES,
AND TO USE THE SHARES WITHIN THE SCOPE OF THE
COMPANYS STOCK OPTION PLAN
12. APPROVE THE PROFIT TRANSFER AGREEMENTS WITH THE Management For
COMPANYS WHOLLY-OWNED SUBSIDIARIES SCHERING DEUTSCHLAND
HOLDING AG, SCHERING FINNLAND HOLDING GMBH, PHARMA-VERLAGS-BUCHHANDLUNG
GMBH, SCHERING VERSICHERUNGS-VERMITTLUNG GMBH,
AND BERLAX 01 GMBH, EFFECTIVE UNTIL AT LEAST
31 DEC 2008
13. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For
WITH THE COMPANYS WHOLLY-OWNED SUBSIDIARY SCHERING
INTERNATIONAL HOLDING GMBH, EFFECTIVE UNTIL AT
LEAST 31 DEC 2008
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
11. *Management Position Unknown
10. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
SOCIEDADE DE INVESTIMENTO E GESTAO SGPS SA SEMAPA, LISBOA AGM MEETING DATE: 04/16/2004
ISSUER: X7936A113000 ISIN: PTSEM0AM0004 BLOCKING
SEDOL: 5962934
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, BALANCE SHEET AND Management For *Management Position Unknown
ACCOUNTS FOR 2003, AS WELL AS ONTHE SUPERVISORY
BOARD REPORT AND APPRECIATION
2. APPROVE THE CONSOLIDATED ACCOUNTS DOCUMENTS CONCERNING Management For *Management Position Unknown
THE SAME FY
3. APPROVE THE PROFIT APPLICATION Management For *Management Position Unknown
4. APPROVE THE COMPANY S MANAGING AND AUDITING Management For *Management Position Unknown
5. RECEIVE THE PROPOSAL OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
FOR THE ACQUISITION AND ALIENATION OF OWN SHARES
AND BONDS
6. RATIFY THE PERMANENT AND ALTERNATE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD UNDER THETERMS OF NUMBER
3 OF ARTICLE 50 OF THE DECREE-LAW 487/99 OF THE
16TH OF NOV
7. ELECT A MEMBER IN ORDER TO FULFILL A VACANCY Management For *Management Position Unknown
IN THE SUPERVISOR BOARD UNTIL THE END OF THE
MANDATE IN COURSE
HENKEL KGAA AGM MEETING DATE: 04/19/2004
ISSUER: D32051126000 ISIN: DE0006048432 BLOCKING
SEDOL: 4420314, 4420518, 5076705, 5084924, 5084946, 7159143
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting *Management Position Unknown
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE 2003
FINANCIAL STATEMENTS
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting *Management Position Unknown
PROFIT OF EUR 166,992,742.50 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.14 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.20 PER PREFERENCE
SHARE; AND EX-DIVIDEND AND PAYABLE DATE: 20 APR
2004
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE ACTS OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Non-Voting *Management Position Unknown
FOR THE FY 2004
7. ELECT THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
8. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE UP Non-Voting *Management Position Unknown
TO 10% OF OWN ORDINARY AND PREFERENCE SHARES,
AT A PRICE NOT DEVIATING MORE THAN 5% FROM THEIR
MARKET PRICE, ON OR BEFORE 18 OCT 2005; AND AUTHORIZE
THE GENERAL PARTNERS TO USE THE SHARES WITHIN
THE SCOPE OF THE COMPANY S STOCK INCENTIVE PLAN
OR FOR ACQUISITION PURPOSES, TO SELL THE SHARES
TO THIRD PARTIES AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE AND TO RETIRE THEIR SHARES
9. AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Non-Voting *Management Position Unknown
WITH THE GERMAN CORPORATE GOVERNANCE CODE
10. APPROVE THE COMPANY S CONTROL AND PROFIT TRANSFER Non-Voting *Management Position Unknown
AGREEMENT WITH ITS WHOLLY-OWNED SUBSIDIARY HENKEL
DORUS GMBH, EFFECTIVE FROM 01 JAN 2004, UNTIL
AT LEAST 31 DEC 2008
BANCO BPI SA, PORTO AGM MEETING DATE: 04/20/2004
ISSUER: X04608109000 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE MANAGEMENT REPORT, THE INDIVIDUAL Management For *Management Position Unknown
AND THE CONSOLIDATED ACCOUNTS OF 2003
2. APPROVE TO DISTRIBUTE THE YE RESULTS Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRAISAL OF THE MANAGEMENT Management For *Management Position Unknown
AND THE SUPERVISION OF THE COMPANY
4. APPROVE THE FULFILLMENT OF A VACANCY IN THE BOARD Management For *Management Position Unknown
OF DIRECTORS
5. AMEND ARTICLE 12 OF THE COMPANY S BY-LAWS Management For *Management Position Unknown
6. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management For *Management Position Unknown
SHARES
SOCIETE GENERALE PARIS MIX MEETING DATE: 04/20/2004
ISSUER: F43638141000 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. RECEIVE THE BOARD OF DIRECTORS REPORTS AND THE Management *Management Position Unknown
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
1,384,434,978.87 TAX PAID
2. APPROVE TO WITHDRAW UPON THE NET PROFIT OF THE Management *Management Position Unknown
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
3. ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS FOR THE Management *Management Position Unknown
FYE 31 DEC 2003 AS PRESENTED AND THAT THE REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
4. APPROVE THE SPECIAL AUDITOR REPORT, IN ACCORDANCE Management *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE L. 225.38 OF THE
COMMERCIAL LAW
5. RATIFY THE COOPTATION OF MR. M. JEAN AZEMA AS Management *Management Position Unknown
DIRECTOR
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management *Management Position Unknown
CITERNE AS A DIRECTOR FOR4 YEARS
9. APPOINT MR. M. MICHAEL CICUREL AS A DIRECTOR Management *Management Position Unknown
FOR A PERIOD OF 4 YEARS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management *Management Position Unknown
ANTOINE JEANCOURT GALIGNANI AS A DIRECTOR FOR
4 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management *Management Position Unknown
SUAN BAIRD AS A DIRECTOR FOR 4 YEARS
10. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management *Management Position Unknown
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%
11. AMEND ARTICLES 8 AND 9 OF THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
12. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
13. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
14. APPROVE THAT THE VARIOUS DELEGATIONS GIVEN TO Management *Management Position Unknown
IT AT THE PRESENT MEETING SHALLNOT 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)
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
SOCIETE GENERALE PARIS MIX MEETING DATE: 04/20/2004
ISSUER: F43638141000 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE BOARD OF DIRECTORS REPORTS AND THE Management Take No Action
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
1,384,434,978.87 TAX PAID
O.2 APPROVE TO WITHDRAW UPON THE NET PROFIT OF THE Management Take No Action
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 FOR THE Management Take No Action
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, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L. 225.38 OF THE
COMMERCIAL LAW
O.5 RATIFY THE COOPTATION OF MR. M. JEAN AZEMA AS Management Take No Action
DIRECTOR
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management Take No Action
CITERNE AS A DIRECTOR FOR4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
ANTOINE JEANCOURT GALIGNANI AS A DIRECTOR FOR
4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
SUAN BAIRD AS A DIRECTOR FOR 4 YEARS
O.9 APPOINT MR. M. MICHAEL CICUREL AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 4 YEARS
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
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%
E.11 AMEND ARTICLES 8 AND 9 OF THE ARTICLES OF ASSOCIATION Management Take No Action
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
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 PROCEED, Management Take No Action
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 GIVEN TO Management Take No Action
IT AT THE PRESENT MEETING SHALLNOT 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 PROCEED, Management Take No Action
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 ALL POWERS Management Take No Action
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 WHICH HAS BEEN ADOPTED
E.17 GRANTS ALL POWERS TO THE BOARD OF DIRECTORS TO Management Take No Action
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 23RD 2002
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
E.18 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management Take No Action
AN EXTRACT OF THE MINUTES OF THEPRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 131935 DUE TO ADDITIONAL RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
E.11 *Management Position Unknown
E.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
* *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
SUEZ, NANTERRE MIX MEETING DATE: 04/20/2004
ISSUER: F90131115000 ISIN: FR0000120529 BLOCKING
SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 7121391, 7121454, 7166262
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.2 ACKNOWLEDGE THAT THE NET LOSS OF THE FY AMOUNTS Management Take No Action
TO EUR 1,847,968,412.98
O.4 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management Take No Action
PRESENTED, AND THAT THE BOARDOF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
ETIENNE DAVIGNON AS A DIRECTOR FOR 4 YEARS
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT, AND THE Management Take No Action
GENERAL AUDITORS REPORT, AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE 2002 FY
O.3 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLES L.225.38 AND
L.225.86 OF THE FRENCH COMMERCIAL LAW
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
GERHARD CROMME AS A DIRECTOR FOR 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
ALBERT FRERE AS A DIRECTOR FOR 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
JEAN PEYRELEVADE AS A DIRECTOR FOR 4 YEARS
O.9 APPOINT MR. M. EDMOND ALPHANDERY AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. M. RENE CARRON AS A DIRECTOR FOR Management Take No Action
A PERIOD OF 4 YEARS
O.11 APPOINT MR. M. THIERRY DE RUDDER AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 4 YEARS
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS; MAXIMUM PURCHASE PRICE: EUR 36.00;
MINIMUM SELLING PRICE: EUR 12.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL
AUTHORIZATION IS GIVEN FOR A PERIOD OF 18 MONTHS,
IT CANCELS AND REPLACES FOR THE UNUSED PERIOD
THE ONE GRANTED BY THE COMBINED GENERAL MEETING
DATED 25 APR 2003; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.13 GRANT DISCHARGE THE AUTHORIZATION GRANTED BY Management Take No Action
THE COMBINED GENERAL MEETING DATED 26 APR 2002;
AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN
FRANCE OR ABROAD WITH THE ISSUE OF BY ISSUING
SHARES, WARRANTS AND OR SECURITIES, AND OR BY
INCORPORATING PREMIUMS, RESERVES, PROFITS OR
OTHERS FOR A EUR 700,000,000.00 CAPITAL INCREASE
EUR 5,000,000,000.00 DEBT SECURITIES ; APPROVE
TO THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION
AUTHORIZATION IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS 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 NEW SHARE
CAPITAL AFTER EACH INCREASE; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 GRANT DISCHARGE THE AUTHORIZATION GRANTED BY Management Take No Action
THE COMBINED GENERAL MEETING DATED 26 APR 2002;
AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN
FRANCE OR ABROAD WITH THE ISSUE OF BY ISSUING
SHARES, WARRANTS AND OR WARRANTS WITH SUEZ EQUITY
OR OTHER SECURITIES FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 700,000,000.00 CAPITAL INCREASE EUR
5,000,000,000.00 DEBT SECURITIES ; APPROVE TO
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION
AUTHORIZATION IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS 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 NEW SHARE
CAPITAL AFTER EACH INCREASE; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action
THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL
OVER A 24 MONTHS PERIOD IT CANCELS AND REPLACES
THE ONE GRANTED BY THE COMBINED GENERAL MEETING
DATED 25 APR 2003; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action
THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL
OVER A 24 MONTHS PERIOD IT CANCELS AND REPLACES
THE ONE GRANTED BY THE COMBINED GENERAL MEETING
DATED 25 APR 2003; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.19 POWERS AND FORMALITIES Management Take No Action
E.17 AUTHORIZE TO INCREASE THE CAPITAL WITH THE CANCELLATION Management Take No Action
OF PREFERENTIAL SUBCRIPTION RIGHT IN FAVOR OF
SPRING MULTIPLE 2004 SCA
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT STOCK Management Take No Action
OPTIONS AND OPTIONS TO SUBSCRIBE FOR SARES RESERCFOR
ED FOR EMPLOYEES WITH CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHT
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
27 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.2 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.5 *Management Position Unknown
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.19 *Management Position Unknown
E.17 *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
AXA, PARIS MIX MEETING DATE: 04/21/2004
ISSUER: F06106102000 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE EXECUTIVE COMMITTEE AND THE AUDITOR Management For
S REPORTS, AND APPROVE THE ACCOUNTS AND THE BALANCE
SHEET FOR THE FYE 31 DEC 2003; ACKNOWLEDGE THE
PROFIT OF EUR 863,125,347.00 FOR THE FY
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For
PRESENTED, AND THAT THE EXECUTIVE COMMITTEE S
REPORT ON THE GROUP IS INCLUDED IN THE EXECUTIVE
COMMITTEE REPORT
3. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY: EUR 863,125,347.00; PRIOR
RETAINED EARNINGS: EUR 2,339,630,577.00; LEGAL
RESERVE: EUR 3,648,803.00; GLOBAL DIVIDEND: EUR
675,679,191.00; SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS: EUR 31,380,178.00; PAYMENT OF
THE WITHHOLDING TAX: EUR 26,638,600.00; BALANCE
CARRIED FORWARD: EUR 2,465,409,152.00; AND, THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.38, WITH A CORRESPONDING TAX CREDIT OF EUR
0.19; THIS DIVIDEND WILL BE PAID ON 03 MAY 2004
4. APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-86 AND FOLLOWINGS
OF THE FRENCH COMMERCIAL LAW
5. RE-ELECT MR. M. CLAUDE BEBEAR AS A MEMBER OF Management For
THE SUPERVISORY BOARD FOR A TERMOF 4 YEARS
6. RE-ELECT MR. MAZARD ET GUERARD AS A STATUTORY Management For
AUDITOR THE CABINET FOR A TERM OF 6 FY S
7. APPOINT MR. JEAN LOIUS SIMON AS A DEPUTY AUDITOR Management For
FOR A TERM OF 6 FY S
8. RE-ELECT MR. WILLY AVEREYN AS A MEMBER OF THE Management For
SUPERVISORY BOARD FOR A TERM OF4 YEARS, SUBJECT
TO THE PASSING OF RESOLUTION O.13
9. RE-ELECT MR. M. CEES DE JONG AS A MEMBER OF THE Management For
SUPERVISORY BOARD FOR A TERM OF 4 YEARS, SUBJECT
TO THE PASSING OF RESOLUTION O.13
10. RE-ELECT MR. M. JACQUES TABOUROT AS A MEMBER Management For
OF THE SUPERVISORY BOARD FOR A TERM OF 4 YEARS,
SUBJECT TO THE PASSING OF RESOLUTION O.13
11. AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE CGM ON 30 APR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00;
MINIMUM SELLING PRICE: EUR 12.00; AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
12. AUTHORIZE THE EXECUTIVE COMMITTEE TO USE THE Management Against
VARIOUS DELEGATIONS GIVEN TO IT AT THE PRESENT
MEETING IN WHOLE OR IN PART WITHIN THE REGULATIONS
IN FORCE IN A PERIOD OF TAKE-OVER BID OR EXCHANGE
BID ON THE COMPANY S SHARES UNTIL THE NEXT MEETING
AT WHICH THE ACCOUNTS ARE LAID
13. MODIFY ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management For
14. MODIFY ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management For
15. AUTHORIZE THE BOARD TO REDUCE THE SHARE CAPITAL Management For
BY 10%, BY WAY OF CANCELING SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN AUTHORIZATION IS VALID FOR A PERIOD OF 18
MONTHS
16. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
14. *Management Position Unknown
15. *Management Position Unknown
16. *Management Position Unknown
* *Management Position Unknown
WOLTERS KLUWER NV AGM MEETING DATE: 04/21/2004
ISSUER: N9643A114000 ISIN: NL0000395887 BLOCKING
SEDOL: 5671519, 5671917, 5677238
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING Non-Voting *Management Position Unknown
2.a APPROVE THE REPORT BY THE MANAGEMENT BOARD ON Non-Voting *Management Position Unknown
FY 2003
2.b APPROVE THE REPORT BY SUPERVISORY BOARD ON FY Non-Voting *Management Position Unknown
2003
2.c APPROVE TO DETERMINE THE ANNUAL ACCOUNTS 2003 Non-Voting *Management Position Unknown
2.d APPROVE TO PAY EUR 0.55 BY SHARE IN CASH OR A Non-Voting *Management Position Unknown
CHOICE IN THE SHAPE OF CERTIFICATES OF ORDINARY
SHARES
3. APPROVE THE CORPORATE GOVERNANCE Non-Voting *Management Position Unknown
4.a GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Non-Voting *Management Position Unknown
BOARD FOR MANAGEMENT CONDUCTED
4.b GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Non-Voting *Management Position Unknown
BOARD FOR THE SUPERVISION EXERCISED
5.a RE-APPOINT MR. K.A.L.N. VAN MIERT AS A MEMBER Non-Voting *Management Position Unknown
OF THE SUPERVISORY BOARD
5.b APPOINT MR. H. SCHEFFERS AS A MEMBER OF THE SUPERVISORY Non-Voting *Management Position Unknown
BOARD
6.a APPROVE TO DETERMINE THE REMUNERATION OF THE Non-Voting *Management Position Unknown
MANAGEMENT BOARD
6.b APPROVE THE LONG-TERM INCENTIVE Non-Voting *Management Position Unknown
7. APPROVE THE DELEGATION TO ISSUE NEW SHARES AND Non-Voting *Management Position Unknown
TO RESTRICT OR TO EXCLUDE THE PRE-EMPTIVE RIGHT
8. GRANT AUTHORITY TO PURCHASE THE COMPANY S OWN Non-Voting *Management Position Unknown
SHARES
9. QUESTIONS Non-Voting *Management Position Unknown
10. CLOSING Non-Voting *Management Position Unknown
* THIS AGENDA IS FOR INFORMATION ONLY AS THESE Non-Voting *Management Position Unknown
SHARES DO NOT HAVE VOTING RIGHTS. PLEASE DO NOT
RETURN THIS PROXY FORM. THANK YOU.
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/22/2004
ISSUER: 001084102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W. WAYNE BOOKER Management For For
GERALD B. JOHANNESON Management For For
CURTIS E. MOLL Management For For
ROBERT J. RATLIFF Management For For
02 STOCKHOLDER PROPOSAL REGARDING ENVIRONMENTAL Shareholder For Against
SUSTAINABILITY REPORTING
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/22/2004
ISSUER: 143658300 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICKY ARISON Management For
AMB RICHARD G. CAPEN JR Management For
ROBERT H. DICKINSON Management For
ARNOLD W. DONALD Management For
PIER LUIGI FOSCHI Management For
HOWARD S. FRANK Management For
BARONESS HOGG Management For
A. KIRK LANTERMAN Management For
MODESTO A. MAIDIQUE Management For
JOHN P. MCNULTY Management For
PETER RATCLIFFE Management For
SIR JOHN PARKER Management For
STUART SUBOTNICK Management For
UZI ZUCKER Management For
02 TO APPOINT PRICEWATERHOUSECOOPERS AS INDEPENDENT Management For
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 CARNIVAL Management For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
04 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For
PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30,
2003.
05 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For
BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For
RIGHTS FOR CARNIVAL PLC SHARES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, ACCOUNTS OF NESTLE Management For *Management Position Unknown
S.A. AND OF NESTLE GROUP AND THE REPORT OF THE
AUDITORS
2. APPROVE THE RELEASE OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
THE PROFITS RESULTING FROM THE BALANCE SHEET
OF NESTLE S.A.
4.A ELECT SIR EDWARD GEORGE AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.B ELECT MR. KASPAR VILLIGER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.C ELECT MR. ROLF HAENGGI AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.D ELECT MR. DANIEL BOREL AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.E ELECT MRS. CAROLINA MUNELLER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting *Management Position Unknown
SENT UNDER MEETING #122237. PLEASE ALSO NOTE
THAT IF YOU HAVE ALREADY REGISTERED YOUR SHARES,
THE CUT-OFF DATE FOR YOUR VOTING INSTRUCTIONS
IS 08 APR 2004. THANK YOU
PFIZER INC. PFE ANNUAL MEETING DATE: 04/22/2004
ISSUER: 717081103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICHAEL S. BROWN Management For
M. ANTHONY BURNS Management For
ROBERT N. BURT Management For
W. DON CORNWELL Management For
WILLIAM H. GRAY III Management For
CONSTANCE J. HORNER Management For
WILLIAM R. HOWELL Management For
STANLEY O. IKENBERRY Management For
GEORGE A. LORCH Management For
HENRY A. MCKINNELL Management For
DANA G. MEAD Management For
FRANKLIN D. RAINES Management For
RUTH J. SIMMONS Management For
WILLIAM C. STEERE, JR. Management For
JEAN-PAUL VALLES Management For
02 A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG Management For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK Management For
PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE Shareholder Against
ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY S BUSINESS STRATEGY.
05 SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS. Shareholder Against
06 SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT Shareholder Against
ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.
07 SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS Shareholder Against
ON DIRECTORS.
08 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING Shareholder Against
ACCESS TO PFIZER PRODUCTS.
09 SHAREHOLDER PROPOSAL ON STOCK OPTIONS. Shareholder Against
10 SHAREHOLDER PROPOSAL ON IN VITRO TESTING. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 For
10 For
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/22/2004
ISSUER: R91733114000 ISIN: NO0005668905
SEDOL: 4730875, 4731005, 5837010
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU.
1. APPROVE THE NOTICE AND THE AGENDA Management *Management Position Unknown
2. ELECT 2 SHAREHOLDERS TO CO-SIGN THE MEETINGS Management *Management Position Unknown
PROTOCOL
3. APPROVE THE REPORT BY THE MANAGEMENT ON THE STATUS Management *Management Position Unknown
OF THE COMPANY
4. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management *Management Position Unknown
THE GROUP
5.A AUTHORIZE THE BOARD OF DIRECTORS TO CONDUCT DIRECTED Management *Management Position Unknown
ISSUES OF UP TO 17,800,000 SHARES 9.9% WITH
A PAR VALUE OF NOK 1 AT A PRICE CLOSE TO THE
MARKET VALUE AT THE TIME OF ISSUE AND THE ISSUE
CAN ALSO BE UTILIZED AS PAYMENT CONNECTED TO
MERGERS WITH OR ACQUISITIONS OF COMPANIES; AUTHORITY
IS VALID UNTIL ORDINARY SHAREHOLDERS MEETING
IN SPRING 2005
5.B AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management *Management Position Unknown
THROUGH DIRECTED ISSUES TO EMPLOYEES IN THE TOMRA
GROUPS AS FOLLOWS: A) FOR THE OPTIONS PROGRAM
FOR EMPLOYEES FOR THE PERIOD 2005-10: UP TO 2,200,000
SHARES 1.2% WITH A PAR VALUE OF NOK 1 AT A
PRICE EQUAL THE SHARE PRICE AT THE END OF 2004;
B) FOR THE OPTION PROGRAM FOR EMPLOYEES FOR THE
PERIOD 2000-05: UP TO 240,000 SHARES 0.1% WITH
A PAR VALUE OF NOK 1 AT A PRICE OF NOK 68.00;
C) AND FOR THE OPTION PROGRAM FOR EMPLOYEES FOR
THE PERIOD 2001-06: UP TO 210,000 SHARES 0.1%
WITH A PAR VALUE OF NOK 1 AT A PRICE OF NOK
171,000; AUTHORITY IS VALID UNTIL THE SHAREHOLDERS
MEETING IN THE SPRING 2006
7.1 RE-ELECT MR. JAN CHR. OPSAHL AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
5.C AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management *Management Position Unknown
THROUGH DIRECTED ISSUES TO MANAGERS IN THE TOMRA
GROUP AT A STRIKE PRICE EQUAL TO THE MARKET PRICE
WHEN THE OPTION IS GRANTED AS FOLLOWS: A) FOR
THE OPTION PROGRAM FOR MANAGERS FOR THE PERIOD
2004-06: UP TO 2,400,000 SHARES 1.3% WITH A
PAR VALUE OF NOK 1; B) FOR THE OPTION PROGRAM
FOR MANAGERS FOR THE PERIOD 2005-07: UP TO 2,400,000
SHARES 1.3% WITH A PAR VALUE OF NOK 1; AUTHORITY
IS VALID UNTIL THE SHAREHOLDERS MEETING IN THE
SPRING OF 2006
6. APPROVE THE REMUNERATION OF BOARD AS FOLLOWS: Management *Management Position Unknown
BOARD CHAIR: NOK 450,000; EXTERNAL BOARD MEMBERS:
NOK 250,000; INTERNAL BOARD MEMBERS: NOK 150,000;
AND APPROVE THE AUDITORS FEES OF NOK 522,000
FOR TOMRA SYSTEMS ASA IN 2003
7.2 RE-ELECT MR.SVEIN S. JACOBSEN AS A MEMBER OF Management *Management Position Unknown
THE BOARD OF DIRECTORS
7.3 RE-ELECT MR. JORGEN RANDERS AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
7.4 RE-ELECT MR.HAMNE DE MORA AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
7.5 ELECT MR. RUNE BJERKE A MEMBER OF THE BOARD OF Management *Management Position Unknown
DIRECTORS
7.6 APPROVE THE SELECTION OF INDEPENDENT AUDITORS Management *Management Position Unknown
WOLVERINE WORLD WIDE, INC. WWW ANNUAL MEETING DATE: 04/22/2004
ISSUER: 978097103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GEOFFREY B. BLOOM Management For For
DAVID T. KOLLAT Management For For
DAVID P. MEHNEY Management For For
TIMOTHY J. O'DONOVAN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE CURRENT
FISCAL YEAR.
ASSICURAZIONI GENERALI SPA, TRIESTE MIX MEETING DATE: 04/24/2004
ISSUER: T05040109000 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MEETING HAS BEEN POSTPONED Non-Voting *Management Position Unknown
TO THE THIRD CALL ON 24 APR 2004 AND YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID UNLESS YOU MAY
WANT TO AMEND YOUR INSTRUCTIONS. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU IS MET OR THE MEETING
IS CANCELLED. THANK YOU
O.1 FINANCIAL STATEMENTS AS AT 31 DECEMBER, 2003: Management For *Management Position Unknown
RELATED AND CONNECTED RESOLUTIONS; SHAREHOLDERS
WILL BE ASKED TO CONSIDER ADOPT THE COMPANY S
FINANCIAL STATEMENTS AS AT 31 DECEMBER 2003.
SHAREHOLDERS WILL ALSO BE ASKED TO DECLARE A
FINAL DIVIDEND OF EUR 0.33 PER SHARE (EUR 421
MILLION IN THE AGGREGATE), WITH AN INCREASE OF
17.9% COMPARED TO THE EUR 0.28 PER SHARE DIVIDEND
DISTRIBUTED IN THE PREVIOUS FINANCIAL YEAR. IF
APPROVED AT THE GENERAL MEETING, THE DIVIDEND
WILL BE PAID ON 27 MAY, 2004 AND SHARES WILL
TRADE EX DIVIDEND FROM 24 MAY.
O.2 APPOINTMENT OF THE BOARD OF DIRECTORS FOR THE Management For *Management Position Unknown
FINANCIAL YEARS 2004-2006: RELATED RESOLUTIONS;
THE COMPANY IS MANAGED BY A BOARD CONSISTING
OF NO FEWER THAN 11 AND NO MORE THAN 21 MEMBERS
APPOINTED BY THE SHAREHOLDERS MEETING, WHICH
ALSO ESTABLISHES THE NUMBER OF DIRECTORS. THE
THREE-YEAR TERM OF THE CURRENT 20-MEMBER BOARD
OF DIRECTORS WILL EXPIRE WITH THE NEXT AGM. AS
A CONSEQUENCE, SHAREHOLDERS WILL BE ASKED TO
ELECT THE BOARD OF DIRECTORS, AFTER HAVING RESOLVED
ON ITS NUMBER. THE NEWLY APPOINTED BOARD OF DIRECTORS
WILL BE IN OFFICE FOR THREE FINANCIAL YEARS.
ACCORDING TO STATUTORY PROVISIONS, IN ORDER TO
BE ELIGIBLE TO SERVE AS DIRECTORS IN AN ITALIAN
INSURANCE COMPANY, CANDIDATES MUST POSSESS CERTAIN
PROFESSIONAL QUALIFICATION AND MUST NOT BE DISQUALIFIED.
E.1 AMENDMENT TO ARTICLES 14, 16, 31, 32, 33, 34, Management For *Management Position Unknown
35, 38, 39, 42 AND 43 OF THE COMPANY S ARTICLES
OF ASSOCIATION; RELATING AND CONNECTED RESOLUTIONS;
GRANTING OF AUTHORITY. AS YOU MAY KNOW, AN ACT
OF PARLIAMENT AMENDING THE ITALIAN CIVIL CODE
IN RESPECT OF COMPANY LAW CAME INTO FORCE AS
FROM 1 JANUARY 2004. AS A CONSEQUENCE, CERTAIN
AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION
ARE REQUIRED IN ORDER TO ENSURE COMPLIANCE WITH
THE NEW LEGISLATION. TAKING ADVANTAGE OF THIS
OPPORTUNITY, SEVERAL OTHER AMENDMENTS WILL BE
SUBMITTED TO THE SHAREHOLDERS MEETING. ALL SUCH
AMENDMENTS MAY BE GROUPED INTO THREE AREAS: A.
TERM OF OFFICE OF A NUMBER OF CORPORATE OFFICERS
AND OF THE EXECUTIVE COMMITTEE; THE ARTICLES
OF ASSOCIATION PRESENTLY PROVIDE THAT THE TERM
OF OFFICE OF THE CHAIRMAN (ART. 32), THE VICE-CHAIRMAN
(ART. 33), THE EXECUTIVE COMMITTEE MEMBERS (ART.
38) AND THE COMPANY SECRETARY (ART. 34) IS ONE
YEAR. SHAREHOLDERS WILL BE ASKED TO REMOVE SUCH
LIMITATION, IN LINE WITH CORPORATE GOVERNANCE
BEST PRACTICE, THUS EMPOWERING THE BOARD OF DIRECTORS
TO DETERMINE THE LENGTH OF SUCH TERM UP TO A
LIMIT OF THREE YEARS. B. COMPLIANCE WITH THE
LAW; LEGISLATIVE DECREE NO. 6 DATED 17 JANUARY
2003, WHICH ENTERED INTO FORCE ON 1 JANUARY 2004,
REQUIRES THAT THE ARTICLES OF ASSOCIATION BE
AMENDED IN ORDER TO ENSURE COMPLIANCE WITH THE
NEW COMPANY LAW; IN PARTICULAR: (I) DATE OF THE
ANNUAL GENERAL MEETING FOR THE APPROVAL OF THE
FINANCIAL STATEMENTS (ART. 14) ACCORDING TO THE
CIVIL CODE, THE AGM IS TO BE HELD WITHIN A SET
PERIOD OF TIME AFTER FINANCIAL YEAR S END; SUCH
TERM IS NOW REQUIRED TO BE EXPRESSED IN DAYS
RATHER THAN IN MONTHS. (II) QUALIFICATION FOR
ATTENDANCE AT GENERAL MEETINGS (ART. 16) IN ORDER
TO QUALIFY FOR ATTENDANCE AT THE GENERAL SHAREHOLDERS
MEETING OF AN ITALIAN LISTED COMPANY, A SHAREHOLDER
MUST OBTAIN AND SUBMIT TO THE COMPANY A CERTIFICATE,
ISSUED BY AN ITALIAN BANK, CONFIRMING THAT SUCH
PERSON IS THE SHAREHOLDER OF RECORD. IT IS PROPOSED
TO RESOLVE THAT SUCH CERTIFICATES BE DELIVERED
TO THE COMPANY NO LESS THAN TWO DAYS (PREVIOUSLY
FIVE) PRIOR TO THE DATE OF THE MEETING; NO BLOCKING
OF SHARES WILL BE ASSOCIATED WITH THE PARTICIPATION
IN THE MEETING; IT IS BELIEVED THAT THESE PROVISIONS
WILL BE IN LINE WITH THE EXPECTATIONS OF THE
MARKET AND OF THE INSTITUTIONAL INVESTORS. (III)
BOARD OF DIRECTORS TERM OF OFFICE (ART. 31)
THE AMENDED VERSION OF THE ARTICLES WILL CLARIFY
THAT THE BOARD OF DIRECTORS TERM OF OFFICE LASTS
FOR THREE FINANCIAL YEARS (NOT MERELY YEARS,
AS PROVIDED FOR IN THE CURRENT VERSION) AND EXPIRES
ON THE DATE OF THE MEETING SUMMONED FOR THE APPROVAL
OF THE FINANCIAL STATEMENTS RELATED TO THE LAST
FINANCIAL YEAR COVERED BY THEIR TERM OF OFFICE.
(IV) POWERS OF THE DIRECTORS (ART. 35.1) THE
TEXT THAT THE SHAREHOLDERS WILL BE ASKED TO CONSIDER
AND APPROVE STATES WITH INCREASED CLARITY THAT
THE DIRECTORS ARE VESTED WITH THE BROADEST MANAGEMENT
POWERS FOR THE FURTHERANCE OF THE COMPANY S OBJECTS.
(V) INFORMATION TO THE DIRECTORS AND TO THE INTERNAL
AUDITORS (ART. 35.3) THE NEW PROPOSED LANGUAGE
MIRRORS CLOSELY THE WORDING OF THE NEW LAW AND
INCREASES THE INFORMATION RIGHTS OF THE DIRECTORS
AND INTERNAL AUDITORS. (VI) CURRENCY OF DIRECTORS
AND EXECUTIVE COMMITTEE MEMBERS COMPENSATION
(ART. 39) THE UNCHANGED FIXED COMPENSATION DUE
TO THE DIRECTORS AND MEMBERS OF THE EXECUTIVE
COMMITTEE WILL BE EXPRESSED IN EURO. C. INCREASED
FLEXIBILITY; OTHER AMENDMENTS TO THE ARTICLES
OF ASSOCIATION AIM AT AN INCREASED CORPORATE
GOVERNANCE FLEXIBILITY, RECOGNISING THE CENTRAL
ROLE OF THE BOARD OF DIRECTORS AND AT THE SAME
TIME ALLOWING THE DIRECTORS TO DELEGATE SEVERAL
OF THEIR POWERS. IT IS PROPOSED TO CLARIFY THAT
THE BOARD OF DIRECTORS, IN LINE WITH THE RECOMMENDATIONS
OF THE VOLUNTARY SELF REGULATORY CODE OF ITALIAN
LISTED COMPANIES, WILL HAVE EXCLUSIVE, NON-DELEGABLE
POWER TO: - APPROVE STRATEGIC, INDUSTRIAL AND
FINANCIAL PLANS, - EXAMINE AND APPROVE TRANSACTIONS
HAVING A SIGNIFICANT IMPACT ON THE COMPANY S
PROFITABILITY, ASSETS AND LIABILITIES OR FINANCIAL
POSITION, WITH SPECIAL REFERENCE TO TRANSACTIONS
INVOLVING RELATED PARTIES. THE BOARD OF DIRECTORS
WILL ALSO RECEIVE POWERS THAT PREVIOUSLY FELL
UNDER THE EXCLUSIVE COMPETENCE OF THE EXTRAORDINARY
SHAREHOLDERS MEETING RESOLVING ON MERGERS (SAVE
ON MERGERS WHICH HAVE TO BE RESOLVED UPON BY
THE GENERAL SHAREHOLDERS MEETING ACCORDING TO
STATUTORY PROVISIONS); ESTABLISHING OR TERMINATING
SECONDARY HEAD OFFICES OF THE COMPANY; AMENDING
THE COMPANY S ARTICLES OF ASSOCIATION IN ORDER
TO ENSURE COMPLIANCE WITH NEW MANDATORY STATUTORY
PROVISIONS. FINALLY, THE BOARD OF DIRECTORS WILL
HAVE THE POSSIBILITY TO DELEGATE TO THE EXECUTIVE
COMMITTEE OR TO THE MANAGING DIRECTORS THE FOLLOWING
POWERS: - APPOINTMENT OF AND GRANTING OF AUTHORITY
TO MANAGERS (WITH THE EXCEPTION OF GENERAL MANAGERS,
DEPUTY GENERAL MANAGERS AND ASSISTANT GENERAL
MANAGERS), - GRANTING OF AUTHORITY TO COMPANY
S EMPLOYEES, - ESTABLISHMENT OR TERMINATION OF
OFFICES OTHER THAN DIVISIONS AND BUSINESS ESTABLISHMENTS
OUTSIDE ITALY, - ESTABLISHMENT OR TERMINATION
OF LINES OF BUSINESS OTHER THAN INSURANCE BRANCHES.
AS FAR AS THE AUTHORITY TO REPRESENT THE COMPANY
IS CONCERNED, THE AUTHORITY OF DEPUTY GENERAL
MANAGERS WILL EXTEND, AS THAT OF THE GENERAL
MANAGERS, TO ALL THE COMPANY S BUSINESS, WHILE
THE AUTHORITY OF OTHER MANAGERS WILL BE LIMITED
TO THE AREA OF COMPETENCE ENTRUSTED TO THEM.
FINALLY, SHAREHOLDERS WILL BE ASKED TO GRANT
THE COMPANY S CHAIRMAN AND MANAGING DIRECTORS
AUTHORITY FOR THE FURTHERANCE OF THE EXTRAORDINARY
RESOLUTIONS ADOPTED AT THE MEETING.
* PLEASE NOTE THE REVISED WORDING OF THE RESOLUTIONS. Non-Voting *Management Position Unknown
THANK YOU.
BROOKS AUTOMATION, INC. BRKS ANNUAL MEETING DATE: 04/27/2004
ISSUER: 114340102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. THERRIEN Management For For
ROGER D. EMERICK Management For For
AMIN J. KHOURY Management For For
JOSEPH R. MARTIN Management For For
EDWARD C. GRADY Management For For
A. CLINTON ALLEN Management For For
JOHN K. MCGILLICUDDY Management For For
02 TO AMEND THE COMPANY S 2000 COMBINATION STOCK Management For For
OPTION PLAN AS SPECIFIED IN THE PROXY STATEMENT.
03 TO AMEND THE COMPANY S 1995 EMPLOYEE STOCK PURCHASE Management For For
PLAN AS SPECIFIED IN THE PROXY STATEMENT.
CARREFOUR SA MIX MEETING DATE: 04/27/2004
ISSUER: F13923119000 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE BOARD OF DIRECTORS REPORT, AND THE Management For
GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003 AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE COMPLETION OF ITS ASSIGNMENT FOR THE
CURRENT YEAR
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For
PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
3. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For
THE LABRUYERE EBERLE FINANCIAL COMPANY BY THE
CARREFOUR COMPANY DATED 11 MAR 2004, UNDER WHICH
IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS, WITH THE CORRESPONDING
TAKING-OVER OF ALL ITS LIABILITIES AND APPROVE
TO INCREASE THE SHARE CAPITAL BY EUR 16,138,420.00
THAT RESULT BY THE CREATION WITH A GLOBAL PREMIUM
OF MERGER OF EUR 283,938,682.59OF 6,455,368 NEW
FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 2.50
TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE
ACQUIRED COMPANY, OTHER THAN THE ONES OF THE
ACQUIRING COMPANY AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY: EUR 2,073,415,918.80 REDUCED
BY THE CONTRIBUTION TO THE LEGAL RESERVE: EUR
59,041,836.88 INCREASED OF THE PRIOR RETAINED
EARNINGS: EUR 55,228,432.84; AVAILABLE TOTAL:
2,069,602,514.76; APPROPRIATION: GLOBAL DIVIDEND:
EUR.529,945,363.42; BALANCE CARRIED FORWARD:
EUR 1,539,657,151.34; APPROPRIATED TOTAL: 2,069,602,514.76;
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.74 WITH A CORRESPONDING TAX CREDIT OF 10% OU
50% TO BE PAID ON 30 APR 2004
5. APPROVE TO REDUCE THE DURATION OF THE MANDATE Management For
OF THE DIRECTORS FROM 6 YEARS TO 4 YEARS AND
AMEND THE ARTICLE OF ASSOCIATIONS NO. 15-I
6. APPROVE THE CO-OPTATION OF MR. LUC VANDEVELDE Management For
AS DIRECTOR FOR A PERIOD OF 1 YEAR
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DANIEL Management For
BERNARD AS A DIRECTOR FOR A PERIOD OF 4 ANS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. CARLOS Management For
MARCH AS A DIRECTOR FOR A PERIOD OF 4 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For
BADIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
10. APPROVE TO RENEWS THE TERM OF OFFICE OF MR. FRANCOIS Management For
HENROT AS A DIRECTOR FOR A PERIOD OF 4 YEARS
11. APPROVE TO RENEW THE TERM OF OFFICE OF MR. CHRISTIAN Management For
BLANC AS A DIRECTOR FOR A PERIOD OF 4 YEARS
12. APPOINT MR. JOSE-LUIS LEAL-MALDONADO AS A DIRECTOR Management For
FOR A PERIOD OF 4 YEARS
13. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management For
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 75.00;
MINIMUM SELLING PRICE: EUR 25.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 71,614,230; AUTHORITY
IS GIVEN FOR A PERIOD OF 18 MONTHS ; PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION GIVEN BY THE ORDINARY
GENERAL MEETING OF 15 APR 2003
14. AUTHORIZE THE BOARD OF DIRECTORS TO DECREASE Management For
THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OVER A 24-MONTH PERIOD
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT TO Management For
THE BENEFIT OF MEMBERS BE CHOSEN BY IT, STOCK
OPTIONS GRANTING THE RIGHT TO PURCHASE THE COMPANY
S SHARES AT THE COST PRICE OF THE SHARES FIXED
BY THE BOARD OF DIRECTORS WHEN THE OPTION WILL
BE GRANTED, CANNOT BE LOWER THAN THE NOMINAL
VALUE FIXED BY THE CURRENT LEGISLATION; AUTHORITY
IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
16. AMEND THE ARTICLE OF ASSOCIATIONS NO. 17-II, Management For
NO. 20-II AND NO. 25-II AND III
* PLEASE NOTE THAT THE MEETING DATE IS REVISED Non-Voting
FROM 19 APR 2004 (FIRST CALL) TO 27 APR 2004
AT 9. 30 AM. (SECOND CALL). PLEASE ALSO NOTE
THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU. THANK YOU
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
14. *Management Position Unknown
15. *Management Position Unknown
16. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/27/2004
ISSUER: N4578E413000 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7159176
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING REMARKS AND ANNOUNCEMENTS. Non-Voting *Management Position Unknown
2.A DISCUSSION OF THE REPORTS OF THE EXECUTIVE BOARD Management For *Management Position Unknown
AND THE SUPERVISORY BOARD FOR 2003.
2.B DISCUSSION OF THE PROFIT RETENTION AND DISTRIBUTION Management For *Management Position Unknown
POLICY.
3.A DISCUSSION AND ADOPTION OF THE ANNUAL ACCOUNTS Management For *Management Position Unknown
FOR 2003.
3.B ADOPTION OF THE DIVIDEND FOR 2003. Management For *Management Position Unknown
4. APPOINTMENT OF THE AUDITOR. Management For *Management Position Unknown
5.A PROPOSAL TO DISCHARGE THE EXECUTIVE BOARD IN Management For *Management Position Unknown
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR
2003.
5.B PROPOSAL TO DISCHARGE THE SUPERVISORY BOARD IN Management For *Management Position Unknown
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR
2003.
6. CORPORATE GOVERNANCE. Management For *Management Position Unknown
7.A ADOPTION OF REMUNERATION POLICY. Management For *Management Position Unknown
7.B APPROVAL OF LONG-TERM INCENTIVE PLAN. Management For *Management Position Unknown
8. AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
9.A APPOINTMENT OF ERIC BOYER DE LA GIRODAY. Management For *Management Position Unknown
9.B APPOINTMENT OF ELI LEENAARS. Management For *Management Position Unknown
9.C APPOINTMENT OF HANS VERKOREN. Management For *Management Position Unknown
10. COMPOSITION OF THE SUPERVISORY BOARD: APPOINTMENT Management For *Management Position Unknown
OF ERIC BOURDAIS DE CHARBONNIERE
11. AUTHORISATION TO ISSUE SHARES AND TO RESTRICT Management For *Management Position Unknown
OR EXCLUDE PREFERENTIAL RIGHTS. RIGHT
12. AUTHORISATION TO THE COMPANY TO ACQUIRE SHARES Management For *Management Position Unknown
OR DEPOSITARY RECEIPTS FOR SHARES IN ITS OWN
CAPITAL.
13. ANY OTHER BUSINESS AND CONCLUSION. Non-Voting *Management Position Unknown
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting *Management Position Unknown
REVISED WORDING OF THE AGENDA. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting *Management Position Unknown
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 20 APR 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
INSIGHT COMMUNICATIONS COMPANY, INC. ICCI ANNUAL MEETING DATE: 04/27/2004
ISSUER: 45768V108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
SIDNEY R. KNAFEL Management For For
MICHAEL S. WILLNER Management For For
DINNI JAIN Management For For
THOMAS L. KEMPNER Management Withheld Against
GERALDINE B. LAYBOURNE Management For For
JAMES S. MARCUS Management Withheld Against
DANIEL S. O'CONNELL Management Withheld Against
02 SELECTION OF INDEPENDENT AUDITORS Management For For
INTERBREW SA, BRUXELLES MIX MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
* PLEASE NOTE THAT THIS IS AN EXTRAORDINARY GENERAL Non-Voting *Management Position Unknown
MEETING. THANK YOU
I. APPROVE TO RENEW FOR A TERM OF 18 MONTHS AND Management For *Management Position Unknown
TO AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE
THE COMPANY S OWN SHARES FOR A PRICE WHICH WILL
COMPLY WITH THE LEGAL PROVISIONS, AT A PRICE
NOT BELOW THE 20% OF THE CLOSING PRICE AND NOT
MORE THAN 20% ABOVE THE HIGHEST CLOSING PRICE
IN THE 20 DAYS PRECEDING THE TRANSACTION
II. AUTHORIZE THE SECRETARY GENERAL OF THE COMPANY, Management For *Management Position Unknown
WITH A POWER OF SUB DELEGATION, THE AUTHORITY
TO CO-ORDINATE THE TEXT OF THE BY-LAWS
III.1 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
ISSUANCE OF 5,000,000 SUBSCRIPTION RIGHTS
III.2 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
CANCELLATION OF THE PRE-EMPTION RIGHTS
III.3 APPROVE TO CANCEL THE PRE-EMPTIVE RIGHT WITH Management For *Management Position Unknown
REGARD TO THE ISSUANCE OF SUBSCRIPTION RIGHTS
IN FAVOR OF CERTAIN SENIOR MANAGEMENT EMPLOYEES
OF THE COMPANY AND OF ITS SUBSIDIARIES, TO BE
DETERMINED BY THE HUMAN RESOURCES & NOMINATING
COMMITTEE, AND ACCESSORILY, IN FAVOR OF ALL CURRENT
DIRECTORS OF THE COMPANY
III.4 APPROVE TO ISSUE 5,000,000 SUBSCRIPTION RIGHTS Management For *Management Position Unknown
AT A PRICE EQUAL TO THE AVERAGE PRICE OF THE
INTERBREW SA SHARE OVER THE 30 DAYS BEFORE THE
OFFERING OF THE RIGHTS BY THE EGM AND TO DETERMINE
ISSUANCE AND EXERCISE CONDITIONS IN ACCORDANCE
WITH THE ISSUANCE AND EXERCISE CONDITIONS SET
FORTH IN THE SPECIAL REPORT OF THE BOARD OF DIRECTORS
III.5 APPROVE TO INCREASE THE CAPITAL OF THE COMPANY, Management For *Management Position Unknown
UNDER THE CONDITION AND TO THE EXTENT OF THE
EXERCISE OF THE SUBSCRIPTION RIGHTS, FOR A MAXIMUM
AMOUNT EQUAL TO THE NUMBER OF SUBSCRIPTION RIGHTS
ISSUED MULTIPLIED BY THE EXERCISE PRICE OF THE
SUBSCRIPTION RIGHTS AND ALLOCATION OF THE SHARE
PREMIUM TO AN ACCOUNT NOT AVAILABLE FOR DISTRIBUTION
IV.1 AUTHORIZE THE HUMAN RESOURCES & NOMINATING COMMITTEE Management For *Management Position Unknown
THE POWER TO DETERMINE THE IDENTITY OF THE RECIPIENTS
AND THE NUMBER OF SUBSCRIPTION RIGHTS WHICH THEY
ARE OFFERED
IV.2 AUTHORIZE 2 DIRECTORS ACTING JOINTLY TO HAVE Management For *Management Position Unknown
ESTABLISH A DEED THE EXERCISE OF THE SUBSCRIPTION
RIGHTS AND THE CORRESPONDING INCREASE OF THE
CAPITAL AND OF THE NUMBER OF NEW SHARES ISSUED,
THE ALTERATION OF THE BY-LAWS AS A CONSEQUENCE
THEREOF, THE SHARE PREMIUMS AND THE ALLOCATION
OF THESE PREMIUMS TO AN ACCOUNT NOT AVAILABLE
FOR DISTRIBUTION, AS WELL AS TO CO-ORDINATE THE
TEXT OF THE BY-LAWS AND TO DEPOSIT THEM AT THE
CLERK S OFFICE
INTERBREW SA, BRUXELLES OGM MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
1. RECEIVE THE MANAGEMENT REPORT BY THE BOARD OF Non-Voting *Management Position Unknown
DIRECTORS ON THE ACCOUNTING YE 31 DEC 2003
2. RECEIVE THE REPORT BY THE STATUTORY AUDITOR ON Non-Voting *Management Position Unknown
THE ACCOUNTING YE 31 DEC 2003
3. RECEIVE THE COMMUNICATION OF THE CONSOLIDATED Non-Voting *Management Position Unknown
ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING YE
31 DEC 2003
4. APPROVE THE ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING Management For *Management Position Unknown
YE 31 DEC 2003, INCLUDING THE FOLLOWING ALLOCATION
OF THE RESULT; PROFIT OF THE ACCOUNTING YEAR:
EUR 272,289,001.27; PROFIT CARRIED FORWARD FROM
THE PRECEDING ACCOUNTING YEAR EUR 655,231,753.31;
RESULT TO BE ALLOCATED EUR 927,520,754.58; DEDUCTION
FOR THE LEGAL RESERVE EUR 27,288.80; GROSS DIVIDEND
FOR THE SHARES EUR 155,519,345.52; BALANCE CARRIED
FORWARD PROFIT EUR 771,974,120.26
5. GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management For *Management Position Unknown
OF THEIR DUTIES DURING THE ACCOUNTING YE 31 DEC
2003
6. GRANT DISCHARGE TO THE STATUTORY AUDITOR FOR Management For *Management Position Unknown
THE PERFORMANCE OF HIS DUTIES DURING THE ACCOUNTING
YE 31 DEC 2003
7.a APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. ALEXANDRE VAN DAMME, FOR 3 YEARS ENDING
AFTER THE SHAREHOLDERS MEETING IN 2006
7.b APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. PHILIPPE DE SPOELBERCH, FOR A PERIOD OF
3 ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.c APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. REMMERT LAAN, FOR A PERIOD OF 3 YEARS
ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.d APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-LUC DEHAENE, FOR A PERIOD OF THREE
YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006
7.e APPROVE TO RENEW THE APPOINTMENT OF MR. BERNARD Management For *Management Position Unknown
HANON, AS DIRECTOR FOR A PERIOD OF 1 YEAR ENDING
AFTER THE SHAREHOLDERS MEETING IN 2004
8. APPROVE TO RENEW THE APPOINTMENT KPMG, BRUSSELS, Management For *Management Position Unknown
AS STATUTORY AUDITOR REPRESENTED BY MR. ERIK
HELSEN. REVISEUR D ENTREPRISES, FOR A PERIOD
OF 3 YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006 AND WITH A YEARLY REMUNERATION OF EUR
57,717
9. MISCELLANEOUS Non-Voting *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/27/2004
ISSUER: 806605101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRED HASSAN Management For For
PHILIP LEDER, M.D. Management For For
EUGENE R. MCGRATH Management For For
RICHARD DE J. OSBORNE Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT AUDITORS Management For For
03 APPROVAL OF THE OPERATIONS MANAGEMENT TEAM INCENTIVE Management For For
PLAN
SMEDVIG ASA OGM MEETING DATE: 04/27/2004
ISSUER: R80454102000 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
1. ELECT A PERSON TO COUNTER SIGN THE MINUTES TOGETHER Management For *Management Position Unknown
WITH THE CHAIRMAN
2. APPROVE THE NOTICE AND THE AGENDA OF THE AGM Management For *Management Position Unknown
3. APPROVE THE ACCOUNTS FOR SMEDVIG GROUP AND THE Management For *Management Position Unknown
SMEDVIG A.S.A.; APPROVE A DIVIDEND OF NOK 1.25
PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION OF THE Management For *Management Position Unknown
BOARD OF DIRECTORS
5. APPROVE THE AUDITORS FEE FOR 2003 Management For *Management Position Unknown
6. ELECT 3 DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
THE INCENTIVE PLAN FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. GRANT AUTHORITY TO CANCEL HOLDING OF CLASS A SHARES Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU
AGGREKO PLC AGM MEETING DATE: 04/28/2004
ISSUER: G0116S102000 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For *Management Position Unknown
AUDITORS AND APPROVE THE COMPANY S ACCOUNTS FOR
THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2003
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT MR. G.P. WALKER Management For *Management Position Unknown
5. RE-ELECT MR. H.J. MOLENAAR Management For *Management Position Unknown
6. ELECT MR. R.C. SOAMES Management For *Management Position Unknown
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
8. APPROVE THE RULES OF THE AGGREKO PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2004 THE TRUST AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO DO ALL SUCH
THINGS DEEM NECESSARY OR EXPEDIENT TO CARRY THE
TRUST IN TO EFFECT AND TO ESTABLISH SUCH SCHEDULES
TO THE TRUST AND/OR SUCH OTHER PLANS BASED ON
THE TRUST TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE
CONTROL OR SECURITIES LAWS OUTSIDE THE UK, PROVIDED
THAT ANY SHARES AVAILABLE UNDER SUCH SCHEDULES
TREATED AS COUNTING AGAINST THE RELEVANT INDIVIDUAL
OR OVERALL DILUTION LIMITS OF THE TRUST
9. APPROVE THE RULES OF THE AGGREKO CO-INVESTMENT Management For *Management Position Unknown
PLAN 2004 THE CIP AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY TO DO ALL SUCH THINGS
DEEM NECESSARY OR EXPEDIENT TO CARRY THE CIP
IN TO EFFECT AND TO ESTABLISH SUCH SCHEDULES
TO THE CIP AND/OR SUCH OTHER PLANS BASED ON THE
CIP TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL
OR SECURITIES LAWS OUTSIDE THE UK, PROVIDED THAT
ANY SHARES AVAILABLE UNDER SUCH SCHEDULES TREATED
AS COUNTING AGAINST THE RELEVANT INDIVIDUAL OR
OVERALL DILUTION LIMITS OF THE CIP
10. APPROVE THE NEW EMPLOYEE BENEFIT TRUST, THE AGGREKO Management For *Management Position Unknown
EMPLOYEE BENEFIT TRUST THE TRUST AND AUTHORIZE
THE BOARD OF DIRECTORS OF THE COMPANY TO DO ALL
SUCH THINGS DEEM NECESSARY OR EXPEDIENT TO CARRY
THE TRUST IN TO EFFECT AND TO ESTABLISH SIMILAR
TRUST AND/OR SUCH OTHER PLANS BASED ON THE AGGEREKO
EMPLOYEE BENEFIT TRUST TO TAKE ACCOUNT OF LOCAL
TAX, EXCHANGE CONTROL OR SECURITIES LAWS OUTSIDE
THE UK, PROVIDED THAT ANY SHARES ACQUIRED BY
SUCH TRUSTS WILL COUNT AGAINST THE LIMIT ON THE
NUMBER OF SHARES HELD BY THE TRUST
11. AUTHORIZE THE DIRECTORS OF THE COMPANY TO VOTE Management For *Management Position Unknown
IN A QUORUM AT ANY MEETING OF THE DIRECTORS AT
WHICH ANY MATTER CONNECTED WITH THE AGGEREKO
PERFORMANCE SHARE PLAN 2004, THE AGGEREKO CO-INVESTMENT
PLAN 2004 AND/OR THE AGGEREKO EMPLOYEE BENEFIT
TRUST THE TRUST OR ANY SIMILAR TRUSTS BASED
ON THE TRUST, PROVIDED THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN A QUORUM IN CONNECTION WITH
HIS INDIVIDUAL RIGHTS OF PARTICIPATION
S.12 AMEND THE COMPANY S ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.13 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For *Management Position Unknown
PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985,
TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH
BY SELLING EQUITY SECURITIES HELD BY THE COMPANY
AS TREASURY SHARES OR BY ALLOTTING NEW EQUITY
SECURITIES PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AT THE AGM OF THE COMPANY HELD
ON 30 APR 2003, 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, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
2,678,000; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005
OR 27 JUL 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
S.14 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 26,780,000 ORDINARY SHARES OF 20P EACH
IN THE COMPANY, AT A MINIMUM PRICE OF 20P AND
A MAXIMUM PRICE EQUAL TO 105% OF THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 18 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;
AND THE ORDINARY SHARES SO PURCHASED CAN BE CANCELLED,
SUBJECT TO THE PROVISIONS OF ANY STATUTORY INSTRUMENTS
RELATING TO TREASURY SHARES AND ANY APPLICABLE
REGULATIONS OF THE UNITED KINGDOM LISTING AUTHORITIES
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 057224107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
EDWARD P. DJEREJIAN Management Withheld Against
H. JOHN RILEY, JR. Management Withheld Against
CHARLES L. WATSON Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2004.
03 STOCKHOLDER PROPOSAL NO. 1 - REGARDING CLASSIFIED Shareholder For Against
BOARDS.
04 STOCKHOLDER PROPOSAL NO. 2 - REGARDING POISON Shareholder Against For
PILLS.
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA MIX MEETING DATE: 04/28/2004
ISSUER: T1188A116000 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003, BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY, INTERNAL AUDITORS REPORTS, EXTERNAL
AUDITORS REPORTS AND THE RESOLUTIONS RELATED
THERE TO, AND THE CONSOLIDATED BALANCE SHEET
REPORT AS OF 31 DEC 2003
O.2 AUTHORIZE TO BUY AND SELL BACK AS PER ARTICLE Management For *Management Position Unknown
2357 AND 2357 TER OF ITALIAN CIVIL CODE
E.1 APPROVE THE MERGER BY INCORPORATION OF BANCA Management For *Management Position Unknown
C. STEINHAUSLIN? C. SPA INTO BANCA MONTE DEI
PASCHI DI SIENA SPA.
E.2 APPROVE TO MODIFY THE SECONDARY DIVISION ADDRESS Management For *Management Position Unknown
CIGNA CORPORATION CI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 125509109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT H. CAMPBELL Management For
JANE E. HENNEY, M.D. Management For
CHARLES R. SHOEMATE Management For
LOUIS W. SULLIVAN, M.D. Management For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF AGM MEETING DATE: 04/28/2004
ISSUER: D24909109000 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
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 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management For *Management Position Unknown
SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
6. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
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 SHARES OF Management For *Management Position Unknown
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 RETIRED
8. APPOINT PRICEWATERHOUSECOOPERS, DEUTSCHE REVISION Management For *Management Position Unknown
AG, DUSSELDORF, AS THE AUDITORS FOR THE FY 2004
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/28/2004
ISSUER: 601073109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DANIEL BELLUS Management For For
ROBERT C. BISHOP Management For For
EDWARD M. SCOLNICK Management For For
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/28/2004
ISSUER: 758205108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1A TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
FOR THE YEAR ENDED 31 DECEMBER 2003, TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND AUDITORS.
O1B TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2003.
O2 TO DECLARE A FINAL DIVIDEND FOR 2003 ON THE COMPANY Management For For
S ORDINARY SHARES.
O3A TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
OF THE COMPANY.
O3B TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O4A TO APPOINT G J A VAN DE AAST AS A DIRECTOR OF Management For For
THE COMPANY.
O4B TO APPOINT M TABAKSBLAT AS A DIRECTOR OF THE COMPANY. Management For For
O4C TO APPOINT R W H STOMBERG AS A DIRECTOR OF THE Management For For
COMPANY.
O4D TO APPOINT LORD SHARMAN OF REDLYNCH OBE AS A Management For For
DIRECTOR OF THE COMPANY.
O5 ALLOTMENT OF SHARES Management For For
S6 DIAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S7 AUTHORITY TO PURCHASE OWN SHARES. Management For For
SANPAOLO IMI SPA, TORINO AGM MEETING DATE: 04/28/2004
ISSUER: T8249V104000 ISIN: IT0001269361 BLOCKING
SEDOL: 5556575, 5564017
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting *Management Position Unknown
MEETING AND IN THE EVENT THE MEETING DOES NOT
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. THANK YOU.
1. APPROVE THE FINANCIAL STATEMENT AND CONSOLIDATED Management For *Management Position Unknown
FINANCIAL STATEMENT AT 31 DEC 2003 AND THE BOARD
OF DIRECTORS AND AUDITORS REPORT AND THE ALLOCATION
OF PROFITS
2. APPROVE TO DETERMINE THE NUMBER OF MEMBERS OF Management For *Management Position Unknown
THE BOARD OF DIRECTORS AND RE-APPOINT AND EMOLUMENTS
OF THE CHAIRMAN AND THE BOARD OF DIRECTORS RELATED
TO CORPORATE YEARS 2004/2005/2006
3. APPOINT THE AUDITING CONCERNING FINANCIAL STATEMENT Management For *Management Position Unknown
RELATED TO CORPORATE YEARS 2004/2005/2006
4. GRANT AUTHORITY TO BUY BACK Management For *Management Position Unknown
5. APPOINT THE DEPUTY AUDITOR Management For *Management Position Unknown
TOTAL SA MIX MEETING DATE: 04/28/2004
ISSUER: F92124100000 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management For
REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF
THE COMPANY TOTAL S.A. FOR THE FY 2003
O.3 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management For
3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES:
655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD: EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.70 WITH A CORRESPONDING TAX CREDIT
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management For
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000, WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDINATED
OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT OF
EUR 10,000,000,000.00; AUTHORITY EXPIRES AT
THE END OF 5 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management For
THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISION OF THE ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management For
ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD
OF 6 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management For
KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management For
WHO REPLACES THE FIRM SALUSTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management For
DIRECTORS AS THE ATTENDANCE FEES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENEFIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management For
EMPLOYEES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WARRANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management For
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management For
AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE AS
A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management For
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
14 MAY 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.8 *Management Position Unknown
O.14 *Management Position Unknown
O.10 *Management Position Unknown
O.12 *Management Position Unknown
O.16 *Management Position Unknown
O.15 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
E.19 *Management Position Unknown
E.22 *Management Position Unknown
E.20 *Management Position Unknown
O.2 *Management Position Unknown
O.5 *Management Position Unknown
O.7 *Management Position Unknown
O.9 *Management Position Unknown
O.11 *Management Position Unknown
E.21 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
O.13 *Management Position Unknown
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN AGM MEETING DATE: 04/29/2004
ISSUER: D08064103000 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL STATEMENT OF ACCOUNTS AND Management For *Management Position Unknown
THE ANNUAL GROUP STATEMENT OF ACCOUNTS FOR 2003;
AND THE MANAGEMENT REPORT FOR THE COMPANY AND
THE GROUP REPORT OF THE SB FOR 2003
2. APPROVE THE ACTIVITIES UNDERTAKEN BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS
3. APPROVE THE ACTIVITIES UNDERTAKEN BY THE SB IN Management For *Management Position Unknown
2003
4. ELECT THE SB Management For *Management Position Unknown
5. APPROVE TO CANCEL THE APPROVED CAPITAL ON PARAGRAPH Management For *Management Position Unknown
5/2 AND APPROVE A NEW CAPITAL
6. APPROVE THE CANCELLATION OF THE AUTHORIZATION Management For *Management Position Unknown
OF ISSUE BONUS SHARES AND APPROVE TO ISSUE NEW
BONUS SHARES
7. AUTHORIZE TO PURCHASE OWN SHARES AS PER PARAGRAPH Management For *Management Position Unknown
71/1 NO.7
8. AUTHORIZE TO PURCHASE OWN SHARES AS PER PARAGRAPH Management For *Management Position Unknown
71/1 NO.8
9. AMEND THE ARTICLES OF INCORPORATION, PARAGRAPH Management For *Management Position Unknown
13/1, AND PARAGRAPH 15 TO 25
10. APPROVE THE CONTROL AGREEMENTS AND THE PROFIT Management For *Management Position Unknown
TRANSFER AGREEMENTS
11. APPROVE THE PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
12. ELECT THE BALANCE SHEET AUDITOR FOR 2004 Management For *Management Position Unknown
D&E COMMUNICATIONS, INC. DECC ANNUAL MEETING DATE: 04/29/2004
ISSUER: 232860106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
PAUL W. BRUBAKER Management For
ROBERT A. KINSLEY Management For
STEVEN B. SILVERMAN Management Withheld
ANNE B. SWEIGART Management Withheld
02 AMENDMENT OF THE COMPANY S ARTICLES OF INCORPORATION Management Against
TO INCREASE THE NUMBER OF THE COMPANY S AUTHORIZED
COMMON SHARES FROM THIRTY MILLION SHARES TO ONE
HUNDRED MILLION SHARES.
03 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For
THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
Against
Against
02 Against
03 For
INVITROGEN CORPORATION IVGN ANNUAL MEETING DATE: 04/29/2004
ISSUER: 46185R100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND V. DITTAMORE Management For For
BRADLEY G. LORIMIER Management For For
DAVID U'PRICHARD, PH.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2004
03 ADOPTION OF THE COMPANY S 2004 EQUITY INCENTIVE Management For For
PLAN
04 AMENDMENT OF THE COMPANY S 1998 EMPLOYEE STOCK Management For For
PURCHASE PLAN
KIMBERLY-CLARK CORPORATION KMB ANNUAL MEETING DATE: 04/29/2004
ISSUER: 494368103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
PASTORA S.J. CAFFERTY Management Withheld
CLAUDIO X. GONZALEZ Management Withheld
LINDA JOHNSON RICE Management Withheld
MARC J. SHAPIRO Management Withheld
02 APPROVAL OF AMENDMENTS TO 2001 EQUITY PARTICIPATION Management For
PLAN
03 APPROVAL OF AUDITORS Management For
04 STOCKHOLDER PROPOSAL REGARDING THE CORPORATION Shareholder For
S AMENDED AND RESTATED RIGHTS AGREEMENT
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
Against
Against
Against
02 For
03 For
04 Against
BAYER AG, LEVERKUSEN AGM MEETING DATE: 04/30/2004
ISSUER: D07112119000 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5073450, 5073472, 5074497, 6085874, 6093877, 7158355
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE APPROPRIATION
OF THE DISTRIBUTABLE PROFIT OF EUR 365,170,960
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.50
PER NO-PAR SHARE, EX-DIVIDEND AND PAYABLE DATE
03 MAY 2004
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 4,000,000,000, HAVING
A TERM OF UP TO 30 YEARS AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 29 APR 2009, SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE ISSUE OF BONDS AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE,
AND IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS
OF PREVIOUSLY ISSUED BONDS AND APPROVE TO INCREASE
THE COMPANYS SHARE CAPITAL UP TO EUR 186,880,000
THROUGH THE ISSUE OF UP TO 73,000,000 NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED; AND AMEND THE ARTICLE
OF ASSOCIATION
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
THE SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 29 OCT 2005 AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR ACQUISITION PURPOSES OR
WITHIN THE SCOPE OF THE COMPANYS STOCK OPTION
PLANS, AND TO RETIRE THE SHARES
6. APPROVE THE RESTRUCTURING MEASURES, INCLUDING Management For *Management Position Unknown
THE PARTIAL TRANSFER OF THE COMPANY S CHEMICAL
AND THE POLYMER ACTIVITIES TO LANXESS
7. APPROVE THE COMPANYS PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH ITS WHOLLY-OWNED SUBSIDIARIES DRITTE BV
GMBH, VIERTE BV GMBH, GEWOGE GESELL-SCHAFT FUER
WOHNEN UND GEBAEUDEMANAGEMENT MBH, AND BAYER
GESELLSCHAFT FUER BETEILIGUNGEN MBH, EFFECTIVE
RETROACTIVELY FROM 01 JAN 2004, UNTIL AT LEAST
31 JAN 2009
8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF THE SUPERVISORY BOARD RECEIVING
AN ANNUAL REMUNERATION OF EUR 40,000 PLUS EUR
2,000 FOR EVERY EUR 50,000,000 OR PART THEREOF
BY WHICH THE GROSS CASH FLOW OF THE PAST FY EXCEEDS
EUR 3,100,000,000
9. APPOINT PWC, ESSEN AS THE AUDITORS FOR THE FY Management For *Management Position Unknown
2004
BAYER AG, LEVERKUSEN AGM MEETING DATE: 04/30/2004
ISSUER: D07112119000 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5073450, 5073472, 5074497, 6085874, 6093877, 7158355
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS, THE ANNUAL Management For *Management Position Unknown
REPORT, THE SUPERVISORY BOARD REPORT, THE GROUP
FINANCIAL STATEMENTS AND THE GROUP ANNUAL REPORT
FOR THE 2003 FY; APPROVE TO THE DISTRIBUTABLE
PROFIT OF EUR 365,170,960 AS: PAYMENT OF A DIVIDEND
OF EUR 0.50 PER NO-PAR SHARE; EX-DIVIDEND AND
PAYABLE DATE: 03 MAY 2004
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE BEARER BONDS OF UP TO EUR 4,000,000,000
HAVING A TERM OF UP TO 3 YEARS AND CONFERRING
CONVERSION AND OR OPTION RIGHTS FOR NEW SHARES
OF THE COMPANY, ON OR BEFORE 29 APR 2009; GRANT
THE SHAREHOLDERS THE SUBSCRIPTION RIGHTS EXCEPT
FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF BONDS
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE, AND IN ORDER TO GRANT SUCH RIGHTS
TO HOLDERS OF PREVIOUSLY ISSUED BONDS; APPROVE
TO INCREASE IN COMPANY S SHARE CAPITAL
UPTO EUR 186,880,000 THROUGH THE ISSUE UPTO 73,000,000
AND OR OPTION RIGHTS ARE EXERCISED
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OFUPTO 10% OF THE
SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 29 OCT 2005; AUTHORIZE THE BOARD
OF MDS 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 OR WITHIN THE SCOPE OF THE
COMPANY S STOCK OPTION PLANS
AND TO RETIRE THE SHARES
6. APPROVE RESTRUCTURING MEASURES INCLUDING THE Management For *Management Position Unknown
PARTIAL TRANSFER OF THE COMPANYSCHEMICAL AND
POLYMER ACTIVITIES TO LANXESS
7. APPROVE THE COMPANYS PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH ITS WHOLLY-OWNED SUBSIDIARIES DRITTE BV
GMBH, VIERTE BV GMBH, GEWOGE GESELLSCHAFT FUER
WOHNEN AND GEBAEUDEMANAGEMENT MBH AND BAYER GESELLSCHAFT
FUER BETEILIGUNGEN MBH EFFECTIVE RETROACTIVELY
FROM 01 JAN 2004 UNTIL AT LEAST 31 DEC 2009
8. AMEND THE ARTICLE OF ASSOCIATION IN RESPECT OF Management For *Management Position Unknown
EACH MEMBER OF THE SUPERVISORYBOARD RECEIVING
AN ANNUAL REMUNERATION OF EUR 40,000 PLUS EUR
2,000 FOR EVERY EUR 50,000,000 OR PART THEREOF
BY WHICH THE GROSS CASH FLOW OF THE PAST FY EXCEEDS
EUR 3,100,000,000
9. APPOINT PWC, ESSEN, AS THE AUDITORS FOR THE FY Management For *Management Position Unknown
2004
PEARSON PLC AGM MEETING DATE: 04/30/2004
ISSUER: G69651100000 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE ACCOUNTS OF THE COMPANY Management For *Management Position Unknown
AND THE REPORTS OF THE DIRECTORS OF THE COMPANY
AND THE AUDITORS FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
3. RE-ELECT MR. DENNIS STEVENSON AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. JOHN MAKINSON AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
7. RECEIVE AND APPROVE THE REPORT OF THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF THE Management For *Management Position Unknown
AUTHORITY OF THE AGM OF 25 APR 2003, SUBJECT
TO THE PASSING OF RESOLUTION 11 OF THE AGM OF
25 MAR 2004, TO ALLOT RELEVANT SECURITIES SECTION
80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 66, 871,000; AUTHORITY
EXPIRES ON 29 APR 2009 ; AND THE DIRECTORS MAY
MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
11. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 294,500,000 BY GBP 1,000,000
TO GBP 295,500,000 BY THE CREATION OF 4,000,000
ORDINARY SHARES OF 25P EACH
S.12 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For *Management Position Unknown
PURSUANT TO SECTION 95, TO ALLOT EQUITY SECURITIES
SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 10, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: I) IN CONNECTION WITH A RIGHTS
ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; II)
UP TO AN AGGREGATE NOMINAL VALUE OF GBP 10,030,000;
AUTHORITY EXPIRES ON 29 APR 2009 ; AND THE BOARD
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION, TO
MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES ACT 1985 OF UP TO 80,000,000 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 25P AND EQUAL TO 105% OF
THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES ON 29 JUL 2005 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
S.14 APPROVE TO ADOPT THE DOCUMENT PRODUCED TO THE Management For *Management Position Unknown
MEETING AS THE ARTICLES OF ASSOCIATION OF THE
COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION
OF THE PRESENT ARTICLES OF ASSOCIATION OF THE
COMPANY
15. APPROVE TO EXTEND THE PEARSON PLC UK WORLDWIDE Management For *Management Position Unknown
SAVE FOR SHARE PLAN UNTIL 30 APR 2014 AND AUTHORIZE
THE DIRECTORS TO OPERATE SAVINGS-RELATED SHARES
OPTION PLANS IN COUNTRIES OTHER THAN THE UK ON
TERMS SIMILAR TO AND SUBJECT TO THE OVERALL LIMITS
CONTAINED IN THE PEARSON PLC UK WORLDWIDE SAVE
FOR SHARE PLAN AND AUTHORIZE THE DIRECTORS TO
BE COUNTED IN THE QUORUM AT A MEETING OF THE
DIRECTORS AND VOTE AS DIRECTORS ON ANY OTHER
MATTER CONNECTED WITH THE PEARSON PLC UK WORLDWIDE
SAVE FOR SHARES PLAN OR ANY PLAN ESTABLISHED
ABOVE, NOTWITHSTANDING THAT THEY MAY BE INTERESTED
IN THE SAME
TELEFONICA SA OGM MEETING DATE: 04/30/2004
ISSUER: E90183182000 ISIN: ES0178430E18
SEDOL: 0798394, 2608413, 5720972, 5732524, 5736322, 5786930, 6167460
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
I. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF TELEFONICA,
S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES,
AS WELL 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, DISTRIBUTION OF DIVIDENDS Management For
FROM 2003 NET INCOME AND FROM THE ADDITIONAL
PAID-IN CAPITAL RESERVE
III. DESIGNATION OF THE ACCOUNTS AUDITOR FOR THE 2004 Management For
FISCAL YEAR
IV. AUTHORIZATION FOR THE ACQUISITION OF TREASURY Management For
STOCK, DIRECTLY OR THROUGH GROUP COMPANIES
V. APPROVAL, IF APPROPRIATE, OF THE REGULATIONS Management For
OF THE GENERAL MEETING OF SHAREHOLDERS OF TELEFONICA
S.A.
VI. DELEGATION OF POWERS TO FORMALIZE, CONSTRUE, Management For
CORRECT AND EXECUTE THE RESOLUTIONS ADOPTED BY
THE ANNUAL GENERAL SHAREHOLDER S MEETING
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE 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.
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting
THANK YOU.
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting
CONCERNING TELEFONICA SA CAN ALSO BE VIEWED IN
THE COMPANY S WEBSITE: HTTP://WWW.TELEFONICA.COM/HOME_ENG.HTML
. THANK YOU.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
I. *Management Position Unknown
II. *Management Position Unknown
III. *Management Position Unknown
IV. *Management Position Unknown
V. *Management Position Unknown
VI. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
UNICREDITO ITALIANO SPA, GENOVA MIX MEETING DATE: 04/30/2004
ISSUER: T95132105000 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
03 MAY 2004 (AND A THIRD CALL ON 04 MAY 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
E.1 AUTHORIZE THE BOARD OF DIRECTORS AS PER ARTICLE Management For *Management Position Unknown
2443 OF THE ITALIAN CIVIL CODE, TO ISSUE IN ONE
OR MORE INSTALLMENTS AND FOR A MAXIMUM THREE
YEAR TERM, A RIGHTS ISSUE, WITHOUT OPTION RIGHT
AS PER ARTICLE 2441 OF THE ITALIAN CIVIL CODE,
UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000,
EQUAL TO 0.95 OF STOCK CAPITAL, BE RESERVED TO
THE EXECUTIVES OF THE HOLDING, BANKS AND THE
GROUP S COMPANIES, COVERING RELEVANT POSITION
AMONG THE GROUP AND AMEND THE BY-LAWS OF THE
COMPANY ACCORDINGLY
E.2 AUTHORIZE THE BOARD OF DIRECTORS TO APPROVE, Management For *Management Position Unknown
IN ONE OR MORE INSTALLMENTS AND FOR A MAXIMUM
5 YEAR TERM, A BONUS ISSUE AS PER ARTICLE 2349
OF THE ITALIAN CIVIL CODE, UP TO A MAXIMUM AMOUNT
OF EUR 52,425,000, EQUAL TO A MAXIMUM AMOUNT
OF 104,850,000 OF UNICREDITO ITALIANO ORDINARY
SHARES TO BE ASSIGNED TO THE GROUP STAFF, AS
PER THE MEDIUM TERM INCENTIVE PLAN, APPROVED
BY THE BOARD OF DIRECTORS AND TO AMEND THE BY-LAWS
ACCORDINGLY
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003, THE BOARD OF DIRECTORS , THE EXTERNAL AUDITORS
REPORTS AND THE INTERNAL AUDITORS REPORTS AND
TO SUBMIT THE CONSOLIDATED BALANCE SHEET AND
THE SOCIAL AND ENVIRONMENTAL REPORTS
O.2 APPROVE THE BUY BACK AS PER ARTICLE 2357 OF THE Management For *Management Position Unknown
ITALIAN CIVIL CODE AND ARTICLE 132 OF THE LEGISLATIVE
DECREE NO.58/1998
O.3 APPROVE THE PROFIT DISTRIBUTION Management For *Management Position Unknown
O.4 APPOINT THE INTERNAL AUDITORS, THEIR CHAIRMAN Management For *Management Position Unknown
AND 2 ALTERNATE DIRECTORS
O.5 APPROVE TO FIX THE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
FOR EACH OFFICE YEAR
O.6 APPOINT KPMG S.P.A AS THE EXTERNAL AUDITORS IN Management For *Management Position Unknown
ORDER TO AUDIT THE BALANCE SHEET, THE HALF-YEARLY
MANAGEMENT AND INTERMEDIATE BALANCE SHEET REPORTS
AND APPROVE TO FIX THE EMOLUMENTS; ACKNOWLEDGE
THAT THE AUDITORS WILL BE APPOINTED BY SLATE
VOTING AND THE LISTS WILL BE PROVIDED WHENEVER
AVAILABLE
* PLEASE BE INFORMED THAT AS ANNOUNCED THE UPCOMING Non-Voting *Management Position Unknown
MEETING IS CALLED TO APPOINT INTERNAL AUDITORS.
AS INTERNAL AUDITORS HAVE TO BE APPOINTED BY
SLATE VOTING, PLEASE FIND HERE BELOW THE LIST
OF CANDIDATES. CANDIDATES PRESENTED BY FONDAZIONE
CASSA DI RISPARMIO DI VERONA VICENZA BELLUNO
E ANCONA. EFFECTIVE AUDITORS: GIAN LUIGI FRANCARDO,
ALDO MILANESE, VINCENZO NICASTRO, ANTONIO COLOMBO,
ALFONSO RUZZINI. ALTERNATE AUDITORS: GIUSEPPE
ARMENISE, GERARDO GUIDA. CANDIDATES PRESENTED
BY THE FOLLOWING SHAREHOLDERS TOGETHER HOLDING
MORE THAN 1PCT OF UNICREDITO STOCK CAPITAL: ALETTI
GESTIELLE SGR S.P.A., ARCA SGR S.P.A., BNL GESTIONI
SGR P.A., DWS INVESTMENTS ITALY SGR S.P.A., ERSEL
ASSET MANAGEMENT SGR S.P.A., FINECO ASSET MANAGEMENT
S.P.A. SGR, FINECO GESTIONI SGR S.P.A., GRUPPO
MONTE DEI PASCHI ASSET MANAGEMENT SGR S.P.A.,
NEXTRA INVESTMENT MANAGEMENT SGR S.P.A., PIONEER
ASSET MANAGEMENT S.A., PIONEER INVESTMENT MANAGEMENT
SGR P.A., RAS ASSET MANAGEMENT SGR S.P.A., SANPAOLO
IMI ASSET MANAGEMENT SGR S.P.AEFFECTIVE AUDITORS:
GIORGIO LOLI, ROBERTO TIMO, CLAUDIA CATTANI,
ENRICO COLCERASA, PAOLO SFAMENI. ALTERNATE AUDITORS:
MARCELLO FERRARI, LUCA ROSSI. THANK YOU
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/04/2004
ISSUER: 30744P102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DAVID D. MURPHY Management For For
ELAINE A. PULLEN Management For For
KARSTADT QUELLE AG, ESSEN AGM MEETING DATE: 05/04/2004
ISSUER: D38435109000 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL AND THE CONSOLIDATED Management For *Management Position Unknown
EARNINGS AND THE REPORT OF THE SUPERVISORY BOARD
FOR 2003
2. APPROVE THE USAGE OF NET PROFITS FOR 2003 WITH Management For *Management Position Unknown
A DIVIDEND PAYMENT OF EUR 0,71PER ORDINARY SHARE
3. RATIFY THE ACTS OF THE MANAGING BOARD FOR 2003 Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD FOR 2003 Management For *Management Position Unknown
5. ELECT BDO AG, DUESSELDORF AS THE AUDITORS FOR Management For *Management Position Unknown
2004
6. ELECT DR. THOMAS MIDDELHOFF AND MR. HANS REISCHL Management For *Management Position Unknown
AS THE MEMBERS OF SUPERVISORY BOARD AND MR. JUERGEN
THAN AND MR. JOCHEN APELL AS THE SUBSTITUTE MEMBERS
7. GRANT AUTHORITY TO USE OWN SHARES Management For *Management Position Unknown
SKYWEST, INC. SKYW ANNUAL MEETING DATE: 05/04/2004
ISSUER: 830879102 ISIN:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JERRY C. ATKIN Management For For
J. RALPH ATKIN Management Withheld Against
STEVEN F. UDVAR-HAZY Management Withheld Against
IAN M. CUMMING Management For For
W. STEVE ALBRECHT Management For For
MERVYN K. COX Management For For
SIDNEY J. ATKIN Management Withheld Against
HYRUM W. SMITH Management For For
ROBERT G. SARVER Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS THE INDEPENDENT AUDITOR OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004.
TELECOM ITALIA MOBILE SPA TIM, TORINO MIX MEETING DATE: 05/04/2004
ISSUER: T9276A104000 ISIN: IT0001052049 BLOCKING
SEDOL: 4876746, 5527957
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
05 MAY 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 AMEND MEETING REGULATION Management For *Management Position Unknown
O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003; RESOLUTIONS RELATED THERE TO
O.3 APPOINT EXTERNAL AUDITORS FOR YEARS 2004/2006 Management For *Management Position Unknown
O.4 APPOINT THE BOARD OF DIRECTORS. RESOLUTIONS RELATED Management For *Management Position Unknown
THERE TO; AS ANNOUNCED THE UPCOMING MEETING IS
CALLED TO APPOINT DIRECTORS. AS DIRECTORS HAVE
TO BE APPOINTED BY SLATE VOTING, PLEASE FIND
HERE BELOW THE LIST OF CANDIDATES PRESENTED
BY TELECOM ITALIA, HOLDING 56.13% OF TELECOM
ITALIA MOBILE STOCK CAPITAL. BOARD OF DIRECTORS:
MR. CARLO BUORA, MR. GIANNI MION, MR. MARCO EDOARDO
DE BENEDETTI, MR. CARLO ANGELICI, MR. CARLO
BERTAZZO, MR. LORENZO CAPRIO, MR. GIORGIO DELLA
SETA FERRARI CORBELLI GRECO, MR. ENZO GRILLI,
MR. ATTILIO LEONARDO LENTATI, MR. GIOACCHINO
PAOLO MARIA LIGRESTI, MR. GIUSEPPE LUCCHINI,
MR. PIER FRANCESCO SAVIOTTI, MR. PAOLO SAVONA,
MR. MAURO SENTINELLI, MR. RODOLFO ZICH
O.5 APPROVE TO STATE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
E.1 AMEND ARTICLE 1, 2, 3, 5, 6, 10, 12, 14, 15, Management For *Management Position Unknown
16, 17, 18, 19, 20, 21, 22, 23, 24, 25 AND 27
OF THE ARTICLES OF BY LAWS
* PLEASE NOTE THE REVISED WORDING OF RESOLUTIONO.4. Non-Voting *Management Position Unknown
THANK YOU
TELECOM ITALIA SPA, MILANO EGM MEETING DATE: 05/04/2004
ISSUER: T92778108000 ISIN: IT0003497168 BLOCKING
SEDOL: 7634394, 7649882
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
05 MAY 2004 (AND A THIRD CALL ON 06 MAY 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIXED MEETING. THANK Non-Voting *Management Position Unknown
YOU
O.1 APPROVE THE MEETING REGULATION Management For *Management Position Unknown
O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003
O.3 APPOINT THE EXTERNAL AUDITORS FOR YEARS 2004/2006 Management For *Management Position Unknown
O.4 APPOINT THE BOARD OF DIRECTORS, THE CANDIDATES Management For *Management Position Unknown
ARE AS FOLLOWS: MR. MARCO TRONCHETTI PROVERA,
MR. GILBERTO BENETTON, MR. CARLO ORAZIO BUORA,
MR. RICCARDO RUGGIERO, MR. GIOVANNI CONSORTE,
MR. GIANNI MION, MR. MASSIMO MORATTI, MR. RENATO
PAGLIARO, MR. CARLO ALESSANDRO PURI NEGRI, MR.
PAOLO BARATTA, MR. JOHN ROBERT SOTHEBY BOAS,
MR. DOMENICO DE SOLE, MR. LUIGI FAUSTI, MR. MARCO
ONADO, MR. LUIGI ROTH, MS. EMANUELE MARIA CARLUCCIO,
MS. ANNA GRANDORI, MR. GIUSEPPE QUIZZI, AND MR.
SANDRO SANDRI
O.5 APPROVE TO STATE THE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
E.1 AMEND THE ARTICLES 2,5,6,7,11,12,13,14,15,16,17,18,19 Management For *Management Position Unknown
OF THE BYE-LAWS TO INTRODUCE A NEW ARTICLE ON
BOARD OF DIRECTORS AND INTERNAL AUDITORS REPRESENTATIVES
INFORMATIVE REPORTS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting *Management Position Unknown
REVISED WORDING OF RESOLUTION O.4. 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.
ALLIANZ AG, MUENCHEN AGM MEETING DATE: 05/05/2004
ISSUER: D03080112000 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 580,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 29,390,439.50;SHALL BE ALLOCATED TO THE REVENUE
RESERVES; AND EX-DIVIDEND AND PAYABLE DATE: 06
MAY 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management For *Management Position Unknown
REVOCATION OF THE AUTHORIZED CAPITAL 2003/I AND
2003/II WITH THE CONSENT OF THE SUPERVISORY BOARD
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 650,000,000
THROUGH THE ISSUE OF NEW REGARDING NO-PAR SHARES
AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON
OR BEFORE 04 MAY 2009;SHAREHOLDERS SHALL BE GRANTED
SUBSCRIPTION RIGHTS FOR A CAPITAL INCREASE AGAINST
CASH PAYMENT; AND EXCEPT FOR RESIDUAL AMOUNTS,
AGAINST CONTRIBUTIONS IN KIND, AND IN ORDER TO
GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR
OPTION RIGHTS AND CORRESPONDINGLY AMEND THE ARTICLES
OF ASSOCIATION
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management For *Management Position Unknown
REVOCATION OF THE AUTHORIZED CAPITAL 2001/II
WITH THE CONSENT OF THE SUPERVISORY BOARD TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 10,000,000
THROUGH THE ISSUE OF NEW REGARDING NO-PAR SHARES
AGAINST CONTRIBUTIONS IN CASH, ON OR BEFORE 04
MAY 2009; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY
BE EXCLUDED FOR THE ISSUE OF THE EMPLOYEE SHARES
AND FOR RESIDUAL AMOUNTS AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORYBOARD, TO ISSUE
THE CONVERTIBLE AND/OR WARRANT BONDS OF UP TO
EUR 10,000,000,000 AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR THE SHARES OF THE COMPANY
ONCE OR MORE THAN ONCE ON OR BEFORE 04 MAY 2009;
AND THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, IN ORDER
TO GRANT SUCH RIGHTS TO THE HOLDERS OF PREVIOUSLY
ISSUED BONDS FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% THE OF SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE OF THE BONDS AGAINST
CONTRIBUTIONS IN KIND; THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY UP TO EUR 250,000,000
THROUGH THE ISSUE OF UP TO 97, 656,250 NEW REGARDING
NO-PAR SHARES INSOFAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED
8. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, FOR THE PURPOSE SECURITIES TRADING FINANCIAL
INSTITUTIONS AT A PRICE NOT DEVIATING MORE THAN
10% FROM THEIR MARKET PRICE, ON OR BEFORE 04
NOV 2005; THE TRADING PORTFOLIO OF SHARES TO
BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED
5% OF THE SHARE CAPITAL AT THE END OF ANY GIVEN
DAY
10. APPROVE THE CONTROL AND THE PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH JOTA- VERROEGENSVERWALTUNGSGESELL-SCHAFT
MBH A WHOLLY OWNED SUBSIDIARY OF THE COMPANY,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2004 UNTIL
31 DEC 2008
9. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES FOR Management For *Management Position Unknown
THE PURPOSES OTHER THAN SECURITIES TRADING UP
TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A PRICE NOT DIFFERING MORE THAN 15%
FROM THE MARKET PRICE OF THE SHARES OR BY THE
WAY OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20% FROM THE MARKET PRICE, ON OR BEFORE
04 NOV 2005; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO
THE SHAREHOLDERS IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR THE ACQUISITION PURPOSES
TO FLOAT THE SHARES ON THE FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF THE
CONVERTIBLE OR OPTION RIGHTS TO OFFER THE SHARES
TO THE EMPLOYEES OF THE COMPANY OR ITS AFFILIATES
AND TO RETIRE THE SHARES
* PLEASE BE ADVISED THAT ALLIANZ AG SHARES ARE Non-Voting *Management Position Unknown
ISSUED IN REGISTERED FORM AND AS SUCH DO NOT
REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU
TO VOTE. THANK YOU
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/05/2004
ISSUER: 023551104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
N.F. BRADY Management For For
J.B. COLLINS Management For For
T.H. KEAN Management For For
F.A. OLSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2004.
03 APPROVAL OF THE ADOPTION OF THE SECOND AMENDED Management For For
AND RESTATED 1995 LONG-TERM INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL TO ESTABLISH AN OFFICE OF Shareholder Against For
THE BOARD OF DIRECTORS FOR STOCKHOLDER COMMUNICATIONS.
BIOMARIN PHARMACEUTICAL INC. BMRN ANNUAL MEETING DATE: 05/05/2004
ISSUER: 09061G101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FREDRIC D. PRICE Management For For
FRANZ L. CRISTIANI Management For For
ELAINE J. HERON Management For For
PIERRE LAPALME Management For For
ERICH SAGER Management For For
JOHN URQUHART Management For For
GWYNN R. WILLIAMS Management For For
02 PROPOSAL TO RATIFY THE SELECTION BY THE BOARD Management For For
OF DIRECTORS OF KPMG LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.
BRUKER BIOSCIENCE CORPORATION BRKR ANNUAL MEETING DATE: 05/05/2004
ISSUER: 116794108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
FRANK H. LAUKIEN, PH.D. Management Withheld Against
M. C. CANAVAN, JR. Management For For
TAYLOR J. CROUCH Management For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY, Management For For
CONFIRM AND APPROVE THE SELECTION OF ERNST &
YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC
AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004.
GUILFORD PHARMACEUTICALS INC. GLFD ANNUAL MEETING DATE: 05/05/2004
ISSUER: 401829106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CRAIG R. SMITH, M.D. Management For For
GEORGE L. BUNTING, JR. Management For For
JOSEPH R. CHINNICI Management For For
BARRY M. FOX Management For For
ELIZABETH M. GREETHAM Management For For
JOSEPH KLEIN, III Management For For
RONALD M. NORDMANN Management For For
SOLOMON H. SNYDER, M.D. Management For For
DAVID C. U'PRICHARD PHD Management For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITOR FOR 2004.
03 THE AMENDMENT OF THE COMPANY S AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION, AS AMENDED, TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF OUR
COMMON STOCK FROM 75,000,000 TO 125,000,000.
HEARST-ARGYLE TELEVISION, INC. HTV ANNUAL MEETING DATE: 05/05/2004
ISSUER: 422317107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
CAROLINE L. WILLIAMS Management For
02 APPROVAL OF INCENTIVE COMPENSATION PLAN PROPOSAL. Management Against
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For
EXTERNAL AUDITORS.
04 AT THE DISCRETION OF SUCH PROXIES, ON ANY OTHER Management Against
MATTER THAT PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
02 Against
03 For
04 Against
MANDARIN ORIENTAL INTERNATIONAL LTD AGM MEETING DATE: 05/05/2004
ISSUER: G57848106000 ISIN: BMG578481068
SEDOL: 0561563, 0561585, 0564647, 2841616, 6560694, 6560713, 6560757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE INDEPENDENT AUDITORS REPORT FOR THE
YE 31 DEC 2003
2. RE-ELECT THE DIRECTORS Management For *Management Position Unknown
3. APPROVE TO FIX THE DIRECTORS FEES Management For *Management Position Unknown
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE AUDITORS Management For *Management Position Unknown
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND TO Management For *Management Position Unknown
MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING
USD 2.1 MILLION AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL ALLOTTED, OTHERWISE THAN PURSUANT
TO A RIGHTS ISSUE OR THE ISSUE OF SHARES PURSUANT
TO THE COMPANY S SENIOR EXECUTIVE SHARE INCENTIVE
SCHEMES OR UPON CONVERSION OF THE 6.75% CONVERTIBLE
BONDS OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM IS TO BE HELD BY LAW
6. AUTHORIZE THE DIRECTORS TO PURCHASE ITS OWN SHARES Management For *Management Position Unknown
IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT
PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS AND PURSUANT
TO THE TERMS OF PUT WARRANTS OR FINANCIAL INSTRUMENTS,
NOT EXCEEDING 15% OF THE AGGREGATE NOMINAL AMOUNT
OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY,
AT A PRICE NOT MORE THAN 15% OF THE AVERAGE OF
THE MARKET QUOTATIONS FOR THE SHARES FOR A PERIOD
OF NOT MORE 30 NOR LESS THAN 5 DEALING DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/06/2004
ISSUER: 012348108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
A DIRECTOR Management
FRANK R. SCHMELER Management Withheld Against
THOMAS R. BEECHER, JR. Management Withheld Against
FRANCIS L. MCKONE Management Withheld Against
BARBARA P. WRIGHT Management For For
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
HUGH J. MURPHY Management For For
B APPROVAL OF DIRECTORS ANNUAL RETAINER PLAN Management For For
HONGKONG & SHANGHAI HOTELS LTD AGM MEETING DATE: 05/06/2004
ISSUER: Y35518110000 ISIN: HK0045000319
SEDOL: 6436386
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown
3. RE-ELECT THE RETIRING DIRECTORS Management For *Management Position Unknown
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For *Management Position Unknown
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For *Management Position Unknown
WITH ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS, INCLUDING 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 I) A RIGHTS ISSUE; OR II) ANY OPTION SCHEME
OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT PURSUANT TO THE ARTICLES
OF ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For *Management Position Unknown
SHARES OF HKD 0.50 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED, AT
A PRICE DETERMINED BY THE DIRECTORS IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND REGULATIONS, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
7. APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management For *Management Position Unknown
5 AND 6, THAT THE AGGREGATE NUMBER OF SHARES
IN THE CAPITAL OF THE COMPANY REPURCHASED OR
OTHERWISE ACQUIRED BY THE COMPANY PURSUANT TO
RESOLUTION 6 ADDED TO THE AGGREGATE NUMBER OF
SHARES IN THE CAPITAL OF THE COMPANY ISSUED PURSUANT
TO RESOLUTION 5
8. APPROVE, PURSUANT TO ARTICLE 77 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION OF THE COMPANY, EFFECTIVE 01 JAN
2004, THAT THE ORDINARY REMUNERATION OF THE DIRECTORS
TO DIRECTORS OTHER THAN THOSE IN FULL-TIME EMPLOYMENT
WITH THE COMPANY BE AT RATE OF HKD 100,000 PER
ANNUM FOR EACH DIRECTOR
S.9 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
BY AMENDING ARTICLES: 2, 7A, 15, 33, 65, 74A,
85(G), 86, 90, 91, 93, 94, 98(B), 98(C), 98(C)(IV),
98(C)(V), 130, 133 TO 138 AND BY ADDING A NEW
ARTICLE 142A
KANSAS CITY SOUTHERN KSU ANNUAL MEETING DATE: 05/06/2004
ISSUER: 485170302 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. EDWARD ALLINSON Management For For
JAMES R. JONES Management For For
KAREN L. PLETZ Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF KPMG LLP AS KCS S INDEPENDENT ACCOUNTANTS
FOR 2004.
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 05/06/2004
ISSUER: 592688105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT F. SPOERRY Management For For
PHILIP CALDWELL Management For For
JOHN T. DICKSON Management For For
PHILIP H. GEIER Management For For
JOHN D. MACOMBER Management For For
HANS ULRICH MAERKI Management For For
GEORGE M. MILNE Management For For
THOMAS P. SALICE Management For For
02 APPROVAL OF AUDITORS Management For For
03 APPROVAL OF 2004 EQUITY INCENTIVE PLAN Management For For
ODYSSEY HEALTHCARE, INC. ODSY ANNUAL MEETING DATE: 05/06/2004
ISSUER: 67611V101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. BURNHAM Management For For
DAVID C. GASMIRE Management For For
MARTIN S. RASH Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 2004.
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN AGM MEETING DATE: 05/06/2004
ISSUER: D66992104000 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE FINANCIAL STATEMENTS AND THE Management For *Management Position Unknown
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTIVE Management For *Management Position Unknown
PROFIT OF : EUR 949,879,281.43; PAYMENT OF A
DIVIDEND : EUR 0.80 PER ENTITLED SHARE, THE REMAINDER
SHALL BE CARRIED FORWARD
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT THE KPMG, FRANKFURT AND BERLIN, AS THE Management For *Management Position Unknown
AUDITORS FOR THE FY 2004
6. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management For *Management Position Unknown
THE INCREASE OF THE SHARE CAPITAL TO EUR 315,413,553
THROUGH THE EXERCISE OF CONVERSION AND OPTION
RIGHTS, AND THE CORRESPONDENT REDUCTION OF THE
CONTINGENT CAPITAL
7. APPROVE TO RENEW THE AUTHORIZATION TO ACQUIRE Management For *Management Position Unknown
AND DISPOSE OF OWN SHARES; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO ACQUIRE UP TO 30,000,000
SHARES OF THE COMPANY, AT A PRICE NOT DEVIATING
MORE THAN 20% FROM THEIR MARKET PRICE, ON OR
BEFORE 31 OCT 2005 AND TO SELL THE SHARES ON
THE STOCK EXCHANGE AND TO OFFER THEM TO THE SHAREHOLDERS
FOR SUBSCRIPTION; AND AUTHORIZE THE BOARD TO
DISPOSE OF THE SHARES IN ANOTHER MANNER IF THEY
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR WITHIN THE SCOPE OF THE COMPANY STOCK
OPTION AND LONG TERM INCENTIVE PLANS, AND TO
RETIRE THE SHARES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER RESOLUTION 7
HOCHTIEF AG, ESSEN OGM MEETING DATE: 05/07/2004
ISSUER: D33134103000 ISIN: DE0006070006 BLOCKING
SEDOL: 4429902, 5108664
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. PRESENTATION OF HOCHTIEF AKTIENGESELLSCHAFT S Management For
ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE CONSOLIDATED
FINANCIAL STATEMENTS APPROVED BY THE SUPERVISORY
BOARD AS OF 31 DEC 2003, THE COMBINED MANAGEMENT
REPORT OF HOCHTIEF AKTIENGESELLSCHAFT AND THE
GROUP AS WELL AS THE REPORT OF THE SUPERVISORY
BOARD FOR FY 2003
2. THE EXECUTIVE AND SUPERVISORY BOARDS PROPOSE Management For
TO DISTRIBUTE THE UNAPPROPRIATED NET PROFIT FOR
FY 2003 TOTALING EUR 45,500,000 WITH A DIVIDEND
OF EUR 0.65 PER NO-PAR VALUE BEARER SHARE TO
THE SHARE CAPITAL OF EUR 179,200,000, COMPRISING
70,000,000 NO-PAR VALUE BEARER SHARES; THE AMOUNT
THAT WOULD BE DISTRIBUTABLE TO THE TREASURY SHARES
HELD BY THE COMPANY ON THE DAY OF THE GENERAL
SHAREHOLDERS MEETING AND WHICH IS TO BE EXECUTED
FROM THE DISBURSEMENT WITHIN THE MEANING OF SECTION
71B OF THE AKTIENGESETZ (AKTG- GERMAN STOCK CORPORATIONS
ACT) WILL BE CARRIED FORWARD TO THE NEW ACCOUNT
3. RATIFY THE MEMBERS OF THE EXECUTIVE BOARD IN Management For
FINANCIAL YEAR 2003 FOR THIS PERIOD
4. RATIFY THE MEMBERS OF THE SUPERVISORY BOARD IN Management For
FINANCIAL YEAR 2003 FOR THIS PERIOD
5. THE SUPERVISORY BOARD PROPOSES TO SELECT PWC Management For
DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
FRANKFURT AM MAIN, ESSEN BRANCH, AS THE AUDITOR
FOR FY 2004
6. PLEASE BE ADVISED THAT THE REPORT OF THE EXECUTIVE Management For
BOARD TO THE GENERAL SHAREHOLDER S MEETING ON
ITEM 6 OF THE AGENDA WITHIN THE MEANING OF SECTIONS
71(1) NO. 8, 186(3) SENTENCE, (4) SENTENCE 2
OF THE AKTG CAN BE CONSULTED IN THE LINK TITLED
PROXY STATEMENT. AUTHORIZATION OF THE COMPANY
TO UTILIZE TREASURY SHARES UNDER PARTIAL EXCLUSION
OF THE SHAREHOLDERS STATUTORY SUBSCRIPTION RIGHTS;
THE COMPANY HAS ACQUIRED TREASURY SHARES BASED
ON VARIOUS AUTHORIZATIONS BY THE GENERAL SHAREHOLDERS
MEETING. THE LAST AUTHORIZATION TO ACQUIRE TREASURY
SHARES ISSUED BY THE GENERAL SHAREHOLDERS MEETING
ON 28 JUN 2000 WITHIN THE MEANING OF SECTION
71 (1) NO. 8 OF THE AKTG HAS A LIMITED TERM TO
27 DEC 2001. IRRESPECTIVE OF ANY OTHER EXISTING
AUTHORIZATIONS FOR THE UTILIZATION OF TREASURY
SHARES, THE FOLLOWING PROPOSED RESOLUTION REGULATES
THE UTILIZATION OF TREASURY SHARES WHICH HAVE
ALREADY BEEN ACQUIRED AS A RESULT OF THE AUTHORIZATION
DETAILED ABOVE OR EARLIER AUTHORIZATIONS WITHIN
THE MEANING OF SECTION 71 (1) NO. 8 OF THE AKTG;
THE SUPERVISORY AND EXECUTIVE BOARDS PROPOSED
THE FOLLOWING RESOLUTION: A) THE AUTHORIZATION
ISSUED BY THE GENERAL SHAREHOLDERS MEETING ON
4 JUN 2003 FOR THE UTILIZATION OF TREASURY SHARES
WILL BE REVOKED FROM THE DATE ON WHICH THIS AUTHORIZATION
BECOMES EFFECTIVE. THE REGULATION REACHED ON
28 JUN 2000 REGARDING THE AUTHORIZATION BY THE
GENERAL SHAREHOLDERS MEETING ON 21 JUN 1999
FOR THE UTILIZATION OF TREASURY SHARES CONTINUES
TO APPLY; B) THE EXECUTIVE BOARD IS AUTHORIZED,
WITHIN THE APPROVAL OF THE SUPERVISORY BOARD,
TO UTILIZE THE COMPANY S TREASURY SHARES WHICH
WERE ACQUIRED AS A RESULT OF THE AUTHORIZATION
ISSUED ON 28 JUN 2000 OR AS A RESULT OF EARLIER
AUTHORIZATION RESOLUTIONS WITHIN THE MEANING
OF SECTION 71 (1) NO. 8 OF THE AKTG AS FOLLOWS:
AA) THEY CAN BE SOLD VIA THE STOCK EXCHANGE OR
AN OFFERING TO SHAREHOLDERS; BB) THEY CAN ALSO
BE SOLD OTHER THAN VIA THE STOCK EXCHANGE OR
AN OFFERING TO SHAREHOLDERS, IF THE SHARES ARE
SOLD AGAINST CASH COMPENSATION FOR A PRICE WHICH
IS NOT SIGNIFICANTLY LESS THAN THE STOCK MARKET
PRICE FOR SHARES OF THE COMPANY THAT CARRY THE
SAME RIGHTS AT THE TIE OF THE SALE. HOWEVER,
THIS AUTHORIZATION ONLY APPLIES UNDER THE CONDITION
THAT THE TREASURY SHARES THUS SOLD TOGETHER WITH
ANY SHARES TO BE ISSUED UNDER EXCLUSION OF SUBSCRIPTION
RIGHTS WITHIN THE MEANING OF SECTION 186 (3)
SENTENCE 4 ON THE AKTG MAY NOT EXCEED A TOTAL
OF 10% OF THE SHARE CAPITAL, EITHER ON THE DATE
THIS BECOMES EFFECTIVE OR ON THE DATE ON WHICH
THIS AUTHORIZATION IS EXERCISED; CC) THEY MAY
BE OFFERED AND/OR TRANSFERRED TO THE EXTENT THAT
THIS OFFER/TRANSFER IS MADE WITH THE PURPOSE
OF ACQUIRING COMPANIES, PARTS OF COMPANIES OR
PARTICIPATING INTERESTS IN COMPANIES OR FOR BUSINESS
COMBINATIONS; DD) THEY MAY BE USED TO FLOAT SHARES
OF THE COMPANY ON FOREIGN STOCK MARKETS ON WHICH
SHARES OF THE COMPANY WERE NOT PREVIOUSLY ADMITTED
TO TRADING. THE PRICE AT WHICH THESE SHARES ARE
INITIALLY LISTED ON FOREIGN STOCK EXCHANGES MAY
NOT BE MORE THAN 5% LESS (WITHOUT INCIDENTAL
ACQUISITION COSTS) THAN THE ARITHMETIC AVERAGE
OF THE CLOSING AUCTION PRICE FOR SHARES OF THE
CORRESPONDING TYPE IN XETRA TRADING (OR IN A
FUNCTIONALLY COMPARABLE SUCCESSOR SYSTEM WHICH
IS USED IN LIEU OF THE XETRA SYSTEM) ON THE FRANKFURT
STOCK EXCHANGE DURING THE LAST THREE TRADING
DAYS BEFORE THE DATE OF THE LAUNCH ON THE FOREIGN
STOCK EXCHANGE (WITHOUT INCIDENTAL ACQUISITION
COSTS); EE) THEY MAY BE OFFERED FOR ACQUISITION
TO PERSON WHO ARE OR WERE EMPLOYED BY THE COMPANY
OR ONE OF ITS ASSOCIATED COMPANIES; FF) THEY
MAY BE USED TO PAY COMPENSATION TO SHAREHOLDER
WITHIN THE MEANING OF SECTIONS 305 (2), 320B
OF THE AKTG OR SECTION 29 (1) OF THE UMWANDLUNGSGESETZ
(UMWG - GERMAN TRANSFORMATION ACT), SECTION 29
(1) IN CONNECTION WITH SECTION 125 1 OF THE UMWG
OR SECTION 207 (1) SENTENCE 1 OF THE UMWG; GG)
THE EXECUTIVE BOARD MAY WITHDRAW TREASURY SHARES
WITH THE APPROVAL OF THE SUPERVISORY BOARD WITHOUT
THIS WITHDRAWAL AND ITS IMPLEMENTATION REQUIRING
A FURTHER RESOLUTION BY THE GENERAL SHAREHOLDERS
MEETING. THE WITHDRAWAL MAY BE MADE WITHOUT
A CAPITAL REDUCTION WITHIN THE MEANING OF SECTION
237 (3) NO. 3 OF THE AKTG IN THAT THE WITHDRAWAL
OF THE SHARES INCREASES THE PROPORTION CONSTITUTED
BY THE REMAINING NO-PAR VALUE BEARER SHARES OF
HOCHTIEF AKTIENGESELLSCHAFT IN THE SHARE CAPITAL
WITHIN THE MEANING OF SECTION 8 (3) OF THE AKTG.
THE EXECUTIVE BOARD IS AUTHORIZED TO AMEND THE
NUMBER OF SHARES STATED IN THE ARTICLE OF ASSOCIATION
ACCORDINGLY WITHIN THE MEANING OF SECTION 237
(3) NO. 3, SECOND HALF SENTENCE OF THE AKTG;
C) ALL OF THE ABOVE AUTHORIZATIONS MAY BE EXERCISED
ON ONE OR SEVERAL OCCASIONS, IN WHOLE OR IN PART;
D) THE SHAREHOLDERS SUBSCRIPTION RIGHTS TO THESE
TREASURY SHARES IS EXCLUDING TO THE EXTENT THAT
THESE ARE UTILIZED ACCORDING TO THE ABOVE AUTHORIZATION
UNDER B), AA) - GG) ABOVE
7. PLEASE BE ADVISED THAT THE REPORT OF THE EXECUTIVE Management For
BOARD TO THE GENERAL SHAREHOLDER S MEETING ON
ITEM 7 OF THE AGENDA WITHIN THE MEANING OF SECTIONS
71(1) NO. 8, 186(3) SENTENCE, (4) SENTENCE 2
OF THE AKTG CAN BE CONSULTED IN THE LINK TITLED
PROXY STATEMENT. AUTHORIZATION OF THE COMPANY
TO ACQUIRE TREASURY SHARES AND TO USE THESE UNDER
PARTIAL EXCLUSION OF THE SHAREHOLDERS STATUTORY
SUBSCRIPTION RIGHTS; THE SUPERVISORY AND EXECUTIVE
BOARDS PROPOSE THE FOLLOWING RESOLUTION: A) THE
COMPANY IS AUTHORIZED TO ACQUIRE TREASURY SHARES
ACCORDING TO SECTION 71 (1) NO. 8 OF THE AKTG.
THIS AUTHORIZATION APPLIES FOR A PERIOD OF 18
MONTHS UNTIL 6 NOV 2005. IT IS LIMITED TO 10%
OF THE SHARE CAPITAL THAT EXISTS AT THE TIME
WHEN THE RESOLUTION IS PASSED BY THE GENERAL
SHAREHOLDERS MEETING (THIS CORRESPONDS TO NO-PAR
VALUE BEARER SHARES WITH A THEORETICAL INTEREST
IN THE SHARE CAPITAL TOTALING EUR 17,920,000.00).
THE AUTHORIZATION ALLOWS THE ACQUISITION OF
TREASURY SHARES IN WHOLE OR IN PARTIAL AMOUNTS
AS WELL AS ACQUISITION ON ONE OR SEVERAL OCCASIONS.
TREASURY SHARES MAY BE ACQUIRED VIA THE STOCK
EXCHANGE OR USING A PUBLIC OFFER TO BUY MADE
TO ALL SHAREHOLDERS. HOCHTIEF AKTIENGESELLSCHAFT
MAY ONLY PAY ONE PRICE PER SHARE WHICH IS NO
MORE THEN 10% MORE OR LESS THAN THE ARITHMETIC
AVERAGE OF THE PRICES OF NO-PAR VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
CLOSING AUCTION IN XETRA TRADING (OR AN EQUIVALENT
SUCCESSOR SYSTEM) ON FRANKFURT STOCK EXCHANGE
DURING THE LAST TEN STOCK MARKET TRADING DAYS
BEFORE THE CONCLUSION OF THE OBLIGATING TRANSACTION
TO THE EXTENT THAT THE ACQUISITION IS MADE VIA
THE STOCK EXCHANGE, OR BEFORE PUBLICATION OF
THE DECISION TO ISSUE A PUBLIC OFFER TO BUY,
TO THE EXTENT THAT THE ACQUISITION IS MADE BY
WAY OF A PUBLIC OFFER TO BUY, IRRESPECTIVE OF
THE INCIDENTAL ACQUISITION COSTS; B) THE EXECUTIVE
BOARD OF HOCHTIEF AKTIENGESELLSCHAFT IS AUTHORIZED,
WITH THE APPROVAL OF THE SUPERVISORY BOARD, TO
SELL THE ACQUIRED SHARES OTHER THAN VIA THE STOCK
MARKET OR AN OFFERING TO ALL SHAREHOLDERS IF
THE SHARES ARE SOLD FOR CASH COMPENSATION AT
A PRICE WHICH IS NOT SIGNIFICANTLY LESS THAN
THE STOCK MARKET PRICE OF SHARES OF THE COMPANY
CARRYING THE SAME RIGHTS AT THE TIME OF THE SALE.
THIS EXCLUDES SHAREHOLDERS SUBSCRIPTION RIGHTS.
HOWEVER, THIS AUTHORIZATION ONLY APPLIES UNDER
THE CONDITION THAT THE TREASURY SHARES SOLD UNDER
EXCLUSION OF SUBSCRIPTION RIGHTS WITHIN THE MEANING
OF SECTION 186 (3) SENTENCE 4 OF THE AKTG MAY
NOT EXCEED A TOTAL OF 10% OF THE SHARE CAPITA,
EITHER ON THE DATE THIS BECOMES EFFECTIVE OR
ON THE DATE ON WHICH THIS AUTHORIZATION IS MADE
EXERCISED. THIS RESTRICTION TO 10% OF THE SHARE
CAPITAL MUST INCLUDE SHARES THAT ARE ISSUED UNDER
EXCLUSION OF SUBSCRIPTION RIGHTS AFTER THIS AUTHORIZATION
BECOMES EFFECTIVE AS A RESULT OF AN AUTHORIZATION
TO ISSUE NEW SHARES FROM AUTHORIZED CAPITAL WITHIN
THE MEANING OF SECTION 186 (3) SENTENCE 4 OF
THE AKTG THAT IS RESOLVED ON THE DATE THAT THIS
AUTHORIZATION OR AN AUTHORIZATION WHICH TAKES
ITS PLACE. IN ADDITION, THIS RESTRICTION TO
10% OF THE SHARE CAPITAL MUST INCLUDE ANY SHARES
THAT ARE ISSUED OR ARE TO BE ISSUED TO SERVICE
CONVERTIBLE BONDS OR BONDS WITH WARRANTS TO THE
EXTENT THAT THE BONDS ARE ISSUED AFTER THIS AUTHORIZATION
BECOMES EFFECTIVE DUE TO AN AUTHORIZATION WHICH
APPLIES ON THE DATE THAT THIS AUTHORIZATION BECOMES
EFFECTIVE OR AN AUTHORIZATION WHICH TAKES ITS
PLACE UNDER CORRESPONDING APPLICATION OF SECTION
186 (3) SENTENCE 4 OF THE AKTG UNDER EXCLUSION
OF SUBSCRIPTION RIGHTS. THE EXECUTIVE BOARD OF
HOCHTIEF AKTIENGESELLSCHAFT IS ALSO AUTHORIZED,
WITH THE APPROVAL OF THE SUPERVISORY BOARD, TO
OFFER AND TRANSFER ACQUIRED TREASURY SHARES TO
THIRD PARTIES OTHER THAN VIA THE STOCK EXCHANGE
OR AN OFFERING TO ALL SHAREHOLDERS TO THE EXTENT
THAT THIS: AA) OCCURS AS PART OF THE ACQUISITION
OF COMPANIES OR PARTICIPATING INTERESTS THEREIN
OR AS PART OF BUSINESS COMBINATION; OR BB) TO
FLOAT SHARES OF THE COMPANY ON FOREIGN STOCK
MARKETS ON WHICH SHARES OF THE COMPANY WERE NOT
PREVIOUSLY ADMITTED TO TRADING. THE PRICE AT
WHICH THESE SHARES ARE FLOATED ON FOREIGN MARKET
MAY NOT BE MORE THAN 5% LESS THAN THE ARITHMETIC
AVERAGE OF THE SHARE PRICE OF NO-PAR VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
CLOSING AUCTION IN XETRA TRADING ( OR A CORRESPONDING
SUCCESSOR SYSTEM) ON THE FRANKFURT STOCK EXCHANGE
DURING THE LAST THREE STOCK MARKET TRADING DAYS
BEFORE THE DATE OF THE FLOTATION ON THE FOREIGN
STOCK EXCHANGE IRRESPECTIVE OF THE INCIDENTAL
COSTS OF ACQUISITION; OR CC) ARE OFFERED FOR
ACQUISITION TO PERSONS WHO ARE OR WERE EMPLOYED
BY THE COMPANY OR ONE OF ITS ASSOCIATED COMPANIES;
SHAREHOLDERS STATUTORY SUBSCRIPTION RIGHTS TO
THESE TREASURY SHARES ARE EXCLUDED ACCORDING
TO SECTION 71 (1) NO. 8, 189 (3), (4) OF THE
AKTG TO THE EXTENT THAT THESE SHARES ARE USED
IN LINE WITH THE ABOVE AUTHORIZATION; IN ADDITION,
THE EXECUTIVE BOARD IS AUTHORIZED TO WITHDRAW
TREASURY SHARES WITH THE APPROVAL FOR THE SUPERVISORY
BOARD WITHOUT THIS WITHDRAWAL AND ITS IMPLEMENTATION
REQUIRING A FURTHER RESOLUTION BY THE GENERAL
SHAREHOLDERS MEETING. THE WITHDRAWAL MAY BE
MADE WITHOUT A CAPITAL REDUCTION WITHIN THE MEANING
OF SECTION 237 (3) NO. 3 OF THE AKTG IN THAT
THE WITHDRAWAL OF THE SHARES INCREASES THE PROPORTION
CONSTITUTED BY THE REMAINING NO-PAR VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
SHARE CAPITAL WITHIN THE MEANING OF SECTION 8
(3) OF THE AKTG. THE EXECUTIVE BOARD IS AUTHORIZED
TO AMEND THE NUMBER OF SHARES STATED IN THE ARTICLES
OF ASSOCIATION ACCORDINGLY WITHIN THE MEANING
OF SECTION 237 (3) NO. 3, SECOND HALF SENTENCE
OF THE AKTG; THE ABOVE AUTHORIZATIONS MAY BE
EXERCISED ON ONE OF SEVERAL OCCASIONS, IN WHOLE
OR IN PART TOGETHER OR SINGLY
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE 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.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
* *Management Position Unknown
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/07/2004
ISSUER: 599902103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES J. HOMCY, M.D. Management For For
RAJU S KUCHERLAPATI PHD Management For For
ERIC S. LANDER, PH.D. Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
INTERNATIONAL POWER PLC AGM MEETING DATE: 05/11/2004
ISSUER: G4890M109000 ISIN: GB0006320161
SEDOL: 0632016, 5626757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS FOR THE YE 31 DEC 2003 AND Management For *Management Position Unknown
THE REPORT OF THE DIRECTORS, AND THE DIRECTOR
S REMUNERATION REPORT AND THE REPORT OF THE AUDITOR
S ON THOSE ACCOUNTS AND ON THE AUDITABLE PART
OF THE DIRECTORS REMUNERATION REPORT
2. RE-APPOINT MR. MARK WILLIAMSON AS A DIRECTOR Management For *Management Position Unknown
3. RE-APPOINT MR. STEPHEN RILEY AS A DIRECTOR Management For *Management Position Unknown
4. RE-APPOINT MR. ANTHONY CONCANNON AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT SIR. NEVILLE SIMMS AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For *Management Position Unknown
THE COMPANY AND AUTHORIZE THE DIRECTORS TO SET
THEIR REMUNERATION
7. APPROVE THE DIRECTOR S REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2003 AS SPECIFIED IN THE 2003 ANNUAL
REPORT AND ACCOUNTS
8. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 ACT , TO
ALLOT RELEVANT SECURITIES SECTION 80(2) UP
TO AN AGGREGATE NOMINAL VALUE OF GBP 184,565,843;
AUTHORITY EXPIRES THE EARLIER AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2009 OR 10 MAY 2009
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF THAT OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95(1) OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94 WHOLLY FOR CASH, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) ,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS
ISSUE IN FAVOUR OF THE HOLDERS OF ORDINARY SHARES
IN THE COMPANY; AND UP TO AN AGGREGATE NOMINAL
VALUE OF GBP 27,684,876.50; AUTHORITY EXPIRES
THE EARLIER AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2005 OR 11 AUG 2005 ; AND, AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
ANY SUCH OFFERS OR AGREEMENTS MADE PRIOR TO SUCH
EXPIRY; AND THE DIRECTORS BY THIS RESOLUTION
SHALL ALSO APPLY TO SALE OF TREASURY SHARES,
WHICH IS AN ALLOTMENT OF EQUITY SECURITIES BY
VIRTUE OF SECTION 94(3A) OF THE ACT
S.10 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For *Management Position Unknown
PURCHASES SECTION 163(3) OF THE ACT OF INTERNATIONAL
POWER OF UP TO 110,739,506 REPRESENTING APPROXIMATELY
10% OF THE ISSUED SHARE CAPITAL ORDINARY SHARES,
AT A MINIMUM PRICE OF 50P AND NOT MORE THAN 105%
OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS
FOR AN INTERNATIONAL POWER ORDINARY SHARE AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 OR 11 AUG 2005
; THE COMPANY, MAY MAKE A PURCHASES OF INTERNATIONAL
POWER ORDINARY SHARES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF ANY SUCH CONTRACTS
MADE PRIOR TO SUCH EXPIRY
PRECISION DRILLING CORPORATION PDS SPECIAL MEETING DATE: 05/11/2004
ISSUER: 74022D100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT AS DIRECTORS FOR THE ENSUING YEAR: W.C. Management For For
(MICKEY) DUNN, ROBERT J.S. GIBSON, MURRAY K.
MULLEN, PATRICK M. MURRAY, FRED W. PHEASEY, ROBERT
L. PHILLIPS, HANK B. SWARTOUT, H. GARTH WIGGINS.
02 TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS AS Management For For
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR.
03 TO APPROVE THE 2004 STOCK OPTION PLAN AS DESCRIBED Management For For
IN THE MANAGEMENT INFORMATION CIRCULAR.
VIAD CORP VVI ANNUAL MEETING DATE: 05/11/2004
ISSUER: 92552R109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JESS HAY Management For For
LINDA JOHNSON RICE Management For For
ALBERT M. TEPLIN Management For For
TIMOTHY R. WALLACE Management For For
02 APPROVE AMENDMENT OF THE 1997 VIAD CORP OMNIBUS Management For For
INCENTIVE PLAN.
03 CONSIDER AND VOTE UPON A PROPOSAL TO AMEND VIAD Management For For
S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT AFTER COMPLETION OF THE
SPIN-OFF OF MONEYGRAM INTERNATIONAL, INC.
04 RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR 2004.
BOWATER INCORPORATED BOW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 102183100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ARNOLD M. NEMIROW Management For For
ARTHUR R. SAWCHUK Management For For
GORDON D. GIFFIN Management For For
DOUGLAS A. PERTZ Management For For
COMMERZBANK AG, FRANKFURT AGM MEETING DATE: 05/12/2004
ISSUER: D15642107000 ISIN: DE0008032004 BLOCKING
SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 4325538, 5135048, 5700037, 6223641, 7158418
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. APPOINT PRICEWATERHOUSECOOPERS DEUTSCHE REVISION Management For *Management Position Unknown
AG AS THE AUDITORS FOR THE FY 2003
5. AUTHORIZE THE COMPANY, IN SUBSTITUTION OF THE Management For *Management Position Unknown
AUTHORITY GIVEN ON 30 MAY 2003, TO ACQUIRE AND
SELL OWN SHARES, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THEIR AVERAGE MARKET PRICE; THE
TRADING PORTFOLIO OF SHARES ACQUIRED FOR THIS
PURPOSE SHALL NOT EXCEED 5% OF THE SHARE CAPITAL
AT THE END OF ANY GIVEN DAY; AUTHORITY EXPIRES
ON 31 OCT 31 2005
6. AUTHORIZE THE COMPANY, IN SUBSTITUTION OF THE Management For *Management Position Unknown
AUTHORITY GIVEN ON 30 MAY 2003, TO ACQUIRE OWN
SHARES OF UP TO 10 % OF ITS SHARE CAPITAL, AT
PRICES NOT DEVIATING MORE THAN 10% FROM THEIR
AVERAGE MARKET PRICE; THE SHARES MAY BE DISPOSED
OF IN A MANNER OTHER THAN THE STOCK EXCHANGE
OR A RIGHTS OFFERING IF THEY ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, OR IF
THEY ARE USED FOR ACQUISITION PURPOSES OR AS
EMPLOYEE SHARES; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES; AUTHORITY EXPIRES
ON 31 OCT 2005
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 225,000,000 THROUGH
THE ISSUE OF NEW NO-PAR SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 30 APR 2009; AND THE SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT
INSOFAR AS SUCH RIGHTS ARE GRANTED TO HOLDERS
OF CONVERTIBLE OR OPTION RIGHTS AND FOR RESIDUAL
AMOUNTS AND APPROVE THE CORRESPONDING AMENDMENT
TO THE ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 225,000,000 THROUGH
THE ISSUE OF NEW NO-PAR SHARES AGAINST PAYMENT
IN CASH OR KIND, ON OR BEFORE 30 APR 2009; AND
THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS, EXCEPT INSOFAR AS SUCH RIGHTS ARE GRANTED
TO HOLDERS OF CONVERTIBLE OR OPTION RIGHTS, FOR
RESIDUAL AMOUNTS, AND FOR THE ISSUE OF SHARES
FOR ACQUISITION PURPOSES AND APPROVE THE CORRESPONDING
AMENDMENT TO THE ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 150,000,000 THROUGH
THE ISSUE OF NEW NO-PAR SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 30 APR 2009; THE SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED IF THE SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF THE LISTED SHARES OF THE COMPANY AND APPROVE
THE CORRESPONDING AMENDMENT TO THE ARTICLES OF
ASSOCIATION
10. APPROVE THE PROFIT TRANSFER AGREEMENTS WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARIES COMMERZ ASSET MANAGEMENT
HOLDING GMBH, COMMERZBANK AUSLANDSBANKEN HOLDING
AG AND COMMERZBANK INLANDSBANKEN HOLDING AG,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2004, UNTIL
AT LEAST 31 DEC 2008
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting *Management Position Unknown
REVISED WORDING IN RESOLUTION NO.4. 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.
LAIR LIQUIDE SA MIX MEETING DATE: 05/12/2004
ISSUER: F01764103000 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.1 RECEIVE THE EXECUTIVE BOARD AND THE SUPERVISORY Management For *Management Position Unknown
BOARD REPORTS AND APPROVE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND ACKNOWLEDGE
THE NET PROFITS AT EUR 412,316,945.00
O.2 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.3 APPROVE THE AMOUNT OF DIVIDEND EUR 3.20 PER SHARE Management For *Management Position Unknown
WITH EUR 1.60 TAX CREDIT SUCH DIVIDEND AND TAX
CREDIT WILL BE PAID ON 18 MAY 2004, INCREASED
BY 10% FOR SHARES WHICH REMAINED BEARER SHARES
BETWEEN 31 DEC 2001 AND DIVIDEND PAYMENT DATE;
AND AUTHORIZE THE EXECUTIVE BOARD TO DEDUCT FROM
BALANCE CARRY FORWARD THE NECESSARY AMOUNTS TO
REMUNERATE SHARES RESULTING FROM OPTIONS EXERCISED
BEFORE ABOVE PAYMENT DATE
O.4 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE ORDINARY MEETING
OF 15 MAY 2003 AND SUBJECT TO THE APPROVAL BY
SUPERVISORY BOARD, TO REPURCHASE THE COMPANY
SHARES PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE EUR 200.00; MINIMUM SELLING PRICE:
EUR 130.00; MAXIMUM NUMBER OF SHARES TO BE PURCHASED:
10% OF THE SHARE CAPITAL; AUTHORITY IS VALID
FOR 18 MONTHS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROLF Management For *Management Position Unknown
KREBS AS A MEMBER OF THE SUPERVISORY BOARD TILL
THE END OF THE GENERAL MEETING CALLED TO DELIBERATE
ON THE 2007 ACCOUNTS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. EDOUARD Management For *Management Position Unknown
DE ROYERE AS A MEMBER OF THE SUPERVISORY BOARD
TILL THE END OF THE GENERAL MEETING CALLED TO
DELIBERATE ON THE 2007 ACCOUNTS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management For *Management Position Unknown
& YOUNG AUDIT AS THE STATUTORY AUDITORS TILL
THE END OF THE MEETING CALLED TO DELIBERATE ON
THE 2009 ACCOUNTS
O.8 APPOINT MAZARS ET GUERARD AS THE STATUTORY AUDITORS Management For *Management Position Unknown
TILL THE END OF THE MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.9 APPOINT VALERIE QUINT AS THE DEPUTY AUDITOR TILL Management For *Management Position Unknown
THE END OF THE GENERAL MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.10 APPOINT PATRICK DE CAMBOURG AS THE DEPUTY AUDITOR Management For *Management Position Unknown
TILL THE END OF THE MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.11 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLES L 225-86 AND
L 225-88 OF THE FRENCH COMMERCIAL CODE
O.12 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE ORDINARY MEETING
OF 4 MAY 2000, TO ISSUE IN ONE OR SEVERAL STAGES
A FIXED RATE LOAN STOCK FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 4,000,000,000.00; AUTHORITY IS
VALID FOR 5 YEARS
O.13 AUTHORIZE THE BOARD EXECUTIVE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE EGM OF 15 MAY
2004, TO CANCEL SHARES ACQUIRED AS PER RESOLUTION
4 OF MEETING OF 12 MAY 2004, NOT EXCEEDING 10%
OF THE SHARE CAPITAL OVER 24 MONTHS AND REDUCE
THE SHARE CAPITAL ACCORDINGLY; AUTHORITY IS
VALID FOR 24 MONTHS
O.14 AUTHORIZE THE EXECUTIVE BOARD, SUBJECT TO THE Management For *Management Position Unknown
AGREEMENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY A MAXIMUM AMOUNT OF EUR
2,000,000,000.00 BY INCORPORATING RESERVES AND
ISSUING NEW SHARES WITH OR WITHOUT PREMIUM, TO
BE PAID-UP IN CASH AND SUCH SHARES BE GRANTED
PREFERABLY TO OWNERS OF OLD SHARES; AUTHORITY
IS VALID FOR A PERIOD OF 5 YEARS
* PLEASE NOTE THAT THE MEETING WILL BE HELD ON Non-Voting *Management Position Unknown
THE SECOND CALL ON 12 MAY 2004 INSTEAD OF 27
APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.15 AUTHORIZE THE EXECUTIVE BOARD, SUBJECT TO THE Management For *Management Position Unknown
AGREEMENT OF THE SUPERVISORY BOARD, TO ISSUE,
IN ONE OR SEVERAL STAGES, A LOAN STOCK FOR A
TOTAL NOMINAL AMOUNT OF EUR 1,500,000,000.00;
AUTHORITY IS VALID FOR A PERIOD OF 5 YEARS
O.16 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN RESOLUTION 10 OF EGM
ON 30 APR 2002 AND SUBJECT TO THE AGREEMENT OF
THE SUPERVISORY BOARD, TO ISSUE STOCK OPTIONS
GIVING ACCESS TO NEW SHARES TO BE ISSUED OR SHARES
REPURCHASED AS PER RESOLUTION 4, NOT EXCEEDING
3% OF THE SHARE CAPITAL AND SUCH OPTIONS BE RESERVED
TO THE EMPLOYEES OF THE GROUP, NAMELY THE MEMBERS
OF THE EXECUTIVE BOARD; AUTHORITY IS VALID FOR
A PERIOD OF 38 MONTHS ; AND APPROVE THAT THE
OPTIONS BE VALID 10 YEARS
O.17 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN RESOLUTION 11 OF EGM
ON 30 APR 2002 AND WITH THE AGREEMENT OF THE
SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL
BY A MAXIMUM NOMINAL AMOUNT OF EUR 150,000,000.00
BY ISSUING A MAXIMUM OF 1,000,000 SHARES TO BE
SUBSCRIBED BY THE EMPLOYEES HAVING AT LEAST 3
MONTHS SENIORITY AND WHO SUBSCRIBED TO AN ENTERPRISE
SAVINGS PLAN AND IF THE SHARES ISSUED ARE NOT
ALL SUBSCRIBED, ANOTHER SHARE CAPITAL INCREASE
MAY BE EFFECTED LATER
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
UNILEVER PLC UL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 904767704 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 TO RECEIVE THE REPORT & ACCOUNTS FOR THE YEAR Management For
ENDED DECEMBER 31, 2003.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
FOR THE YEAR ENDED DECEMBER 31, 2003.
03 TO DECLARE A DIVIDEND OF 11.92 PENCE ON THE ORDINARY Management For
SHARES.
04 DIRECTOR Management For
NWA FITZGERALD, KBE* Management For
A BURGMANS* Management For
AC BUTLER* Management For
PJ CESCAU* Management For
KB DADISETH* Management For
AR BARON VAN HEEMSTRA* Management For
RHP MARKHAM* Management For
CJ VAN DER GRAAF Management For
LORD BRITTAN Management For
BARONESS CHALKER Management For
B COLLOMB Management For
W DIK Management For
O FANJUL Management For
CX GONZALEZ Management For
H KOPPER Management For
LORD SIMON Management For
J VAN DER VEER Management For
21 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY.
22 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For
REMUNERATION.
23 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES. Management For
24 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For
PRE-EMPTION RIGHTS.
25 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For
ITS OWN SHARES.
26 TO CHANGE THE ARTICLES TO REFLECT CORPORATE GOVERNANCE Management For
CHANGES--APPENDIX 1 TO NOTICE OF MEETING.
27 TO CHANGE THE ARTICLES FOR TREASURY SHARES AND Management For
OTHER MINOR CHANGES--APPENDIX 2 TO NOTICE OF MEETING.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01 For
02 For
03 For
04
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
21 For
22 For
23 For
24 For
25 For
26 For
27 For
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/13/2004
ISSUER: 017361106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ELEANOR BAUM Management For
CYRUS F. FREIDHEIM, JR. Management For
TED J. KLEISNER Management For
02 APPROVAL OF ELIMINATION OF CUMULATIVE VOTING Management For
IN THE ELECTION OF DIRECTORS.
03 APPROVAL OF DIRECTOR EQUITY COMPENSATION PLAN. Management For
04 APPROVAL OF ANNUAL INCENTIVE PLAN. Management For
05 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
06 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Management For
VOTE.
07 STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER INPUT Management For
ON POISON PILLS.
08 STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY. Management For
09 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD Shareholder For
CHAIRMAN.
10 STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK Shareholder For
OPTIONS.
11 STOCKHOLDER PROPOSAL REGARDING RETENTION OF Shareholder For
STOCK OBTAINED THROUGH OPTIONS.
12 STOCKHOLDER PROPOSAL REGARDING AUDITOR FEES. Shareholder Against
13 STOCKHOLDER PROPOSAL REGARDING PRE-EMPTIVE RIGHTS. Shareholder Against
14 STOCKHOLDER PROPOSAL REGARDING REINCORPORATION Shareholder Against
IN DELAWARE.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 Against
10 Against
11 Against
12 For
13 For
14 For
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN AGM MEETING DATE: 05/13/2004
ISSUER: D12096109000 ISIN: DE0005190003 BLOCKING
SEDOL: 2549783, 5756029, 5757260, 5757271, 7080179, 7158407
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL AND CONSOLIDATED Management For *Management Position Unknown
EARNINGS, AS WELL AS THE REPORT OF THE SUPERVISORY
BOARD FOR THE BUSINESS YEAR 2003
2. APPROVE THE APPROPRIATION OF PROFITS AND A POSSIBLE Management For *Management Position Unknown
DIVIDEND PAYMENT OF EUR 0.58 PER ORDINARY SHARE
AND EUR 0.60 PER PREFERENCE SHARE
3. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management For *Management Position Unknown
THE MANAGING BOARD FOR 2003
4. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD FOR 2003
5. ELECT KPMG AG, MUENCHEN AS THE AUDITORS Management For *Management Position Unknown
6. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
CIE GENERALE DE GEOPHYSIQUE SA, MASSY MIX MEETING DATE: 05/13/2004
ISSUER: F43071103000 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.3 APPROVE TO TRANSFER THE AMOUNT OF EUR 119,333,133.48 Management For
TO THE SHARE PREMIUM ACCOUNT IN ORDER TO WIPE
OFF THE RETAINED LOSSES AS SHOWN BY THE ABOVE
RESOLUTION
O.4 ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS WERE PRESENTED, Management For
AND THAT THE BOARD OF DIRECTORS REPORT FOR THE
GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
O.2 APPROVE TO CHARGE THE RECORDED LOSSES OF EUR Management For
119,333,133.48 TO THE RETAINED LOSSES ACCOUNT;
FOLLOWING THIS APPROPRIATION, THE RETAINED LOSSES
ACCOUNT WILL SHOW A NEW DEBIT BALANCE OF EUR
119,333,133.48 IN ACCORDANCE WITH THE REGULATIONS
IN FORCE, THE GENERAL MEETING IS REMINDED THAT
NO DIVIDEND HAS BEEN PAID FOR THE PAST 3 FISCAL
YEARS
O.1 APPROVE THE BOARD OF DIRECTORS REPORT, AND THE Management For
GENERAL AUDITORS REPORT, THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003
O.5 GRANT PERMANENT DISCHARGE TO THE DIRECTORS AND Management For
TO MR. CLAUDE MANDIL FOR THE COMPLETION OF THEIR
ASSIGNMENT FOR THE CURRENT YEAR
O.6 APPOINT MR. PATRICK DE LA CHEVARDIERE WHO REPLACES Management For
MR. ROBERT CASTAIGNE, AS A DIRECTOR FOR A PERIOD
OF 6 YEARS
O.7 RATIFY THE COOPTATION OF MR. OLIVIER APPERT WHO Management For
REPLACES MR. CLAUDE MANDIL AS A DIRECTOR UP TO
THE GENERAL MEETING RULING ON THE ANNUAL ACCOUNTS
FOR THE FY 2007
O.8 APPROVE TO SET AN AMOUNT OF EUR 250,000.00 TO Management For
BE ALLOCATED TO THE COMPANY S DIRECTORS AS ATTENDANCE
FEES
O.9 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management For
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 80.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE COMPANY S CAPITAL, THE BOARD OF DIRECTORS
BE AUTHORIZED TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; IT CANCELS
AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION
GIVEN IN RESOLUTION 11 AT THE CGM OF 05 MAY 2003
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For
IN FRANCE OR ABROAD, WITH THE ISSUE OF BONDS
OR DEBT SECURITIES FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 200,000,000.00; THE BOARD OF DIRECTORS
BE AUTHORIZED TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 5 YEARS ; IT CANCELS AND
REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION
GIVEN IN RESOLUTION 12 AT THE CGM OF 15 MAY 2003
O.11 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL LAW
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For
WITH THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN FRANCE
OR ABROAD, WITH THE ISSUE OF SHARES, SECURITIES
AND BONDS FOR A MAXIMUM NOMINAL AMOUNT OF EUR
200,000,000.00, THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES NOT EXCEEDING EUR 23,000,000.00; THE
BOARD OF DIRECTORS BE AUTHORIZED TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE BOARD OF DIRECTORS BE AUTHORIZED
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; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
ALL PREVIOUS DELEGATIONS RELATIVE TO THE ISSUE
OF SHARES, SECURITIES AND EQUITY WARRANTS WITH
THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND, FOR THE
PERIOD UNUSED, THE DELEGATION GIVEN IN RESOLUTION
14 AT THE CGM OF 15 MAY 2003
E.14 RECEIVE THE BOARD OF DIRECTORS REPORT, AND THAT Management Against
THE VARIOUS DELEGATIONS GIVEN TO IT BY THE RESOLUTIONS
12 AND 13 AT THE PRESENT MEETING SHALL BE USED
IN WHOLE OR IN PART WITHIN THE REGULATIONS IN
FORCE IN A PERIOD OF TAKE-OVER BID OR EXCHANGE
BID ON THE COMPANY S SHARES UP TO THE OGM CALLED
TO RULE ON ANNUAL ACCOUNTS FOR THE FY 2004, STARTING
FROM THE DATE OF THE PRESENT MEETING
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For
WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN
FRANCE OR ABROAD, WITH THE ISSUE OF SHARES, SECURITIES
AND BONDS FOR A MAXIMUM NOMINAL AMOUNT OF EUR
200,000,000.00, THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES NOT EXCEEDING EUR 23,000,000.00; THE
BOARD OF DIRECTORS BE AUTHORIZED TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE BOARD OF DIRECTORS BE AUTHORIZED
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; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
ALL PREVIOUS DELEGATIONS RELATIVE TO THE ISSUE
OF SHARES, SECURITIES AND EQUITY WARRANTS WITHOUT
THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND, FOR THE
PERIOD UNUSED, THE DELEGATION GIVEN IN RESOLUTION
15 AT THE CGM OF 15 MAY 2003
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management For
ONE OR SEVERAL STAGES, TO MEMBERS OF AN ENTERPRISE
SAVINGS PLAN, STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO SHARES TO BE ISSUED IN ORDER
TO INCREASE ITS CAPITAL, THE CAPITAL INCREASE
NOT EXCEEDING EUR 1,000,000.00; THE BOARD OF
DIRECTORS BE AUTHORIZED TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,
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, TO SET THE PRICE
OF SHARES; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION GIVEN IN RESOLUTION 17
AT THE CGM OF 15 MAY 2003
E.16 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For
GRANT STOCK OPTIONS OR OPTIONS TO SUBSCRIBE FOR
SHARES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHT
E.18 APPROVE THE MODIFICATION OF THE BY-LAWS IN ACCORDANCE Management For
WITH THE FINANCIAL SECURITY LAW DATED 01 AUG
2003 ARTICLE 7,8 AND 9
E.20 APPROVE THE POWERS FOR FORMALITIES Management For
E.17 APPROVE THE MODIFICATION OF THE BY-LAWS IN ACCORDANCE Management For
WITH THE FINANCIAL SECURITY LAW DATED 01 AUG
2003 ARTICLE 7,8 AND 9
E.19 APPROVE THE MODIFICATION OF THE BY-LAWS IN ACCORDANCE Management For
WITH THE FINANCIAL SECURITY LAW DATED 01 AUG
2003 ARTICLE 7,8 AND 9
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.2 *Management Position Unknown
O.1 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
E.12 *Management Position Unknown
E.14 *Management Position Unknown
E.13 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.18 *Management Position Unknown
E.20 *Management Position Unknown
E.17 *Management Position Unknown
E.19 *Management Position Unknown
* *Management Position Unknown
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/13/2004
ISSUER: 216640102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAMAR NORSWORTHY Management For For
MICHAEL E. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
AUDITORS FOR 2004
03 VOTE ON A STOCKHOLDER PROPOSAL Shareholder For Against
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/13/2004
ISSUER: 346091705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CORTLANDT S. DIETLER Management For For
DOD A. FRASER Management For For
PATRICK R. MCDONALD Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.
K2 INC. KTO ANNUAL MEETING DATE: 05/13/2004
ISSUER: 482732104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILFORD D. GODBOLD, JR. Management For For
LOU L. HOLTZ Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 PROPOSAL TO APPROVE THE K2 INC. 2004 LONG-TERM Management For For
INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY Management For For
S CERTIFICATE OF INCORPORATION TO INCREASE THE
COMPANY S AUTHORIZED COMMON STOCK.
LVMH MOET HENNESSY LOUIS VUITTON, PARIS AGM MEETING DATE: 05/13/2004
ISSUER: F58485115000 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS A MIX (ORDINARY AND Non-Voting *Management Position Unknown
EXTRAORDINARY GENERAL) MEETING. THANK YOU
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. KILIAN Management For *Management Position Unknown
HENNESSY AS CONTROL AGENT FOR A PERIOD OF 3 YEARS
14. APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management For *Management Position Unknown
AND YOUNG AUDIT AS STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
16. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DOMINIQUE Management For *Management Position Unknown
THOUVENIN AS DEPUTY AUDITOR FOR A PERIOD OF 6
YEARS
18. APPROVE TO SET AN AMOUNT OF EUR 1,147,500.00 Management For *Management Position Unknown
TO BE ALLOCATED TO THE MEMBERS OF THE BOARD OF
DIRECTORS AS ATTENDANCE FEES
19. GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 10% OVER A
24 MONTH PERIOD; AUTHORITY IS GIVEN FOR 24 MONTHS
2. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For *Management Position Unknown
THE FY 2003; GRANT PERMANENT DISCHARGE TO THE
MEMBERS OF THE BOARD OF DIRECTORS FOR THE COMPLETION
OF THEIR ASSIGNMENT FOR THE CURRENT YEAR
4. APPROVE THE APPROPRIATION OF THE PROFITS: PROFITS Management For *Management Position Unknown
FOR THE FY: EUR 768,370,044.10; LEGAL RESERVE:
NIL; PRIOR RETAINED EARNINGS: EUR 557,531,725.93;
DISTRIBUTABLE PROFITS: EUR 1,325,901,770.03;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 0.85 WITH A CORRESPONDING TAX CREDIT OF
EUR 0.425
5. RATIFY THE COOPTATION OF MS. DELPHINE ARNAULT Management For *Management Position Unknown
WHO REPLACES MR. JEAN PEYRELEV ADE, AS DIRECTOR
UP TO THE GENERAL MEETING RULING ON ANNUAL ACCOUNTS
DURING 2004; RENEW THE TERM OF OFFICE OF MS.
DELPHINE ARNAULT AS A DIRECTOR FOR A PERIOD OF
3 YEARS
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management For *Management Position Unknown
ARNAULT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. NICHOLAS Management For *Management Position Unknown
CLIVE WORMS AS A DIRECTORFOR A PERIOD OF 3 YEARS
10. APPOINT MR. PATRICK HOUEL AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
1. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For *Management Position Unknown
PRESENTED AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
3. APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE 225-38 OF THE
FRENCH COMMERCIAL LAW
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
ARNAULT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. FELIX Management For *Management Position Unknown
G. ROHATYN AS A DIRECTOR FORA PERIOD OF 3 YEARS
11. APPOINT MR. HUBERT VEDRINE AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
13. APPOINT DELOITTE TOUCHE TOHMATSU AUDIT AS THE Management For *Management Position Unknown
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DENIS Management For *Management Position Unknown
GRISON AS DEPUTY AUDITOR FORA PERIOD OF 6 YEARS
17. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ANY EXISTING AUTHORITY, TO BUY COMPANY SHARES
ON THE STOCK EXCHANGE, NOTABLY IN VIEW OF ADJUSTING
THEIR PRICE PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 100.00; MINIMUM SELLING PRICE:
EUR 30.00 MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS
20. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
ARTICLE 12 BOARD OF DIRECTORS ; ARTICLE 16
POWERS TO THE CHAIRMAN OF THE BOARD OF DIRECTORS
; ARTICLE 19 CONVENTIONS SUBJECTED TO AN AUTHORIZATION
; AND ARTICLE 26 IDENTIFICATION OF SHAREHOLDERS
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/13/2004
ISSUER: G90078109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT L. LONG Management For For
MARTIN B. MCNAMARA Management For For
ROBERT M. SPRAGUE Management For For
J. MICHAEL TALBERT Management For For
02 APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE Management For For
PLAN AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS INDEPENDENT AUDITORS.
IMC GLOBAL INC. IGL ANNUAL MEETING DATE: 05/14/2004
ISSUER: 449669100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD F. MAZANKOWSKI Management For For
DOUGLAS A. PERTZ Management For For
RICHARD L. THOMAS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT AUDITORS.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/14/2004
ISSUER: 676220106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEE A. AULT III Management For For
NEIL R. AUSTRIAN Management For For
DAVID W. BERNAUER Management For For
ABELARDO E. BRU Management For For
DAVID I. FUENTE Management For For
BRENDA J. GAINES Management For For
MYRA M. HART Management For For
W. SCOTT HEDRICK Management For For
JAMES L. HESKETT Management For For
PATRICIA H. MCKAY Management For For
MICHAEL J. MYERS Management For For
BRUCE NELSON Management For For
02 AMENDMENT OF COMPANY S LONG-TERM EQUITY INCENTIVE Management For For
PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY 15,000,000 SHARES.
03 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
TOTAL SA MIX MEETING DATE: 05/14/2004
ISSUER: F92124100000 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management For
REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF
THE COMPANY TOTAL S.A. FOR THE FY 2003
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management For
BOARD OF DIRECTORS REPORT FORTHE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE REPORTS BY THE BOARD OF DIRECTORS Management For
AND BY THE AUDITORS HAVING BEENMADE AVAILABLE
TO THE SHAREHOLDERS, THE CONSOLIDATED BALANCE
SHEET AND THE CONSOLIDATED FINANCIAL STATEMENTS
OF TOTAL S.A. FOR THE FYE 31 DEC 2003
O.4 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management For
3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES:
655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD: EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.70 WITH A CORRESPONDING TAX CREDIT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management For
AUTHORITY OF THE RESOLUTION 6 OFTHE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management For
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000, WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDINATED
OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT OF
EUR 10,000,000,000.00; AUTHORITY EXPIRES AT
THE END OF 5 YEARS
0.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Non-Voting
DERUDDER AS A DIRECTOR FORA PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISION OF THE ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE AS
A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management For
THE FIRM BARBIER, FRINAULT ANDAUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management For
KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management For
ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD
OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management For
WHO REPLACES THE FIRM SALUSTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management For
DIRECTORS AS THE ATTENDANCE FEES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENEFIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management For
EMPLOYEES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WARRANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management For
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 129612 DUE TO CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
0.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.14 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
O.15 *Management Position Unknown
O.16 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
E.19 *Management Position Unknown
E.22 *Management Position Unknown
E.20 *Management Position Unknown
E.21 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/17/2004
ISSUER: N14952225000 ISIN: NL0000341485 BLOCKING
SEDOL: 4113766
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE ANNUAL REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
FOR THE YEAR 2003
3.A APPROVE THE ANNUAL ACCOUNTS 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY REPORT Management For *Management Position Unknown
3.C GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management For *Management Position Unknown
3.D GRANT DISCHARGE TO THE SUPERVISORY BOARD Management For *Management Position Unknown
3.E APPROVE THE DIVIDEND POLICY Management For *Management Position Unknown
3.F APPROVE THE APPROPRIATION PROFIT Management For *Management Position Unknown
4. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
5. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
6. GRANT AUTHORITY TO ACQUIRE SHARES IN ITS OWN Management For *Management Position Unknown
CAPITAL
7. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
8. ANY OTHER BUSINESS Other For *Management Position Unknown
9. CLOSING Non-Voting *Management Position Unknown
DEUTSCHE TELEKOM AG, BONN AGM MEETING DATE: 05/18/2004
ISSUER: D2035M136000 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Management For *Management Position Unknown
THE DISRTIBUTABLE PROFIT OF EUR 2,035,084,823.20
AS FOLLOWS: EUR 2,035,084,823.20 SHALL BE ALLOCATED
TO OTHER REVENUE RESERVES
3. RATIFY THE ACTS OF THE BOARD OF THE MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFY THE ACTS OF THE BOARD OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management For *Management Position Unknown
AND ERNST & YOUNG AG, STUTTGART, AS THE AUDITORS
FOR THE FY 2004
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
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
14. AMEND THE SEC 14 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO THE REVOCATION OF THE COMPANY S 2001 Management For *Management Position Unknown
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 AUTHORIZED Management For *Management Position Unknown
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 WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY T-FUNKT VERTRIEBEGESELLSCHAFT
MBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
10. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY TRAVAITA TELEKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY NORMA TELEKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
12. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
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 THE ASSOCIATION Management For *Management Position Unknown
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 REFERENCE
YEAR
* PLEASE BE ADVISED THAT DEUTSCHE TELEKOM AG Non-Voting *Management Position Unknown
SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU
LINDE AG AGM MEETING DATE: 05/18/2004
ISSUER: D50348107000 ISIN: DE0006483001 BLOCKING
SEDOL: 5740732, 5740817, 7159187
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE COMPANY S ANNUAL AND CONSOLIDATED Management For *Management Position Unknown
EARNINGS AND THE REPORT OF THE SUPERVISORY BOARD
FOR 2003
2. APPROVE THE USAGE OF THE YEAR S NET PROFIT WITH Management For *Management Position Unknown
A POSSIBLE DIVIDEND PAYMENT OF EUR 1.13 PER ORDINARY
SHARE
3. RATIFY THE ACTS OF THE MANAGING BOARD Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. ELECT KPMG AG, IN BERLIN AND FRANKFURT, AS THE Management For *Management Position Unknown
AUDITORS
6. GRANT AUTHORITY TO PURCHASE OWN SHARES Management For *Management Position Unknown
7. AMEND THE ARTICLES TO ADJUST TO THE LAW MODIFICATION Management For *Management Position Unknown
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/18/2004
ISSUER: 74153Q102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
ROBERT L. BARBANELL Management For
PAUL A. BRAGG Management For
DAVID A.B. BROWN Management For
J.C. BURTON Management For
JORGE E. ESTRADA Management For
WILLIAM E. MACAULAY Management For
RALPH D. MCBRIDE Management Withheld
DAVID B. ROBSON Management For
02 APPROVAL OF THE COMPANY S 2004 DIRECTORS STOCK Management For
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
Against
For
02 For
03 For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/18/2004
ISSUER: 883556102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARIJN E. DEKKERS Management For For
ROBERT A. MCCABE Management For For
ROBERT W. O'LEARY Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE AND Shareholder Against For
TIME-BASED RESTRICTED STOCK.
AVENTIS MIX MEETING DATE: 05/19/2004
ISSUER: F0590R100000 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
4. APPROVE THE REGULATED AGREEMENTS MENTIONED IN Management For
THE SPECIAL AUDITORS REPORT
5. AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For
FOR THE AUTHORITY ON 17 APR 2003, TO TRADE COMPANY
SHARES ON THE STOCK EXCHANGE, IN VIEW OF ADJUSTING
THEIR PRICE AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE : EUR 100.00; MINIMUM
SELLING PRICE : EUR 50.00; MAXIMUM NUMBER OF
SHARES TO BE ACQUIRED 80,229,280 SHARES FOR EUR
8,022,928,000.00; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS
6. APPOINT MR. YVES NICOLAS AS DEPUTY AUDITOR IN Management For
REPLACEMENT OF PRICEWATERHOUSECOOPERS AUDIT,
FOR THE UN EFFECTED PART OF ITS TERM
7. APPROVE TO FIX THRESHOLD TRESPASSING NOTIFICATION Management For
AT 5 BANKING DAYS AFTER THRESHOLD TRESPASSING
DATE AND TO AMEND ARTICLE 7 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
8. APPOINT THE MEMBERS OF THE EXECUTIVE BOARD FOR Management For
3 YEARS AND AMEND ARTICLE 11 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
9. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management For
FOR 3 YEARS AND AMEND ARTICLE 13 OF ARTICLES
OF ASSOCIATION ACCORDINGLY
10. APPROVE TO NO SHAREHOLDER CAN HAVE MORE THAN Management Against
15% VOTING RIGHTS DIRECTLY OR INDIRECTLY AND
AMEND ARTICLE 16.5 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
11. AUTHORIZE THE EXECUTIVE BOARD TO ISSUE 857,192,062 Management For
STAND ALONE WARRANTS TO THE SHAREHOLDERS FREE
OF CHARGE IN THE PROPORTION OF 1 WARRANT PER
SHARE HELD BY THE SHAREHOLDER; THE NUMBER OF
SHARES OWNED PER SHAREHOLDER WILL BE DETERMINED
BY THE NUMBER SHARES TIED UP ON THE SECOND BANKING
DAY BEFORE THE CLOSING OF THE SANOFI SYNTHELABO
OFFER DATED 26 JAN 2004 OR ANY FURTHER PUBLIC
OFFERING EFFECTED BY SANOFI SYNTHELABO NOT AGREED
BY AVENTI S SUPERVISORY BOARD AND THE WARRANTS
WILL BE DISTRIBUTED ON THE LAST BANKING DAY BEFORE
THE CLOSING DATE OF THE OFFER; EACH STAND ALONE
WARRANT WILL GIVE RIGHT TO SUBSCRIBE TO 1 SHARE
OF EUR 3.82 NOMINAL VALUE, TO BE PAID UP IN CASH
OR BY COMPENSATION OF A LIQUID RECOVERABLE AND
MATURE DEBT; EXERCISE OF SAID WARRANTS IS LINKED
TO THE AGREEMENT BY THE FRENCH MARKET AUTHORITY
OF ABOVE OFFER(S) AND TO THE POSSIBLE SALE OF
PLAVIX OR ITS POSSIBLE LICENSING BEFORE 31 DEC
2007; ANTICIPATED EXERCISE ACCEPTED IN CASE OF
PUBLIC OFFERING NOT ACCEPTED BY FRENCH MARKET;
AUTHORITY AMF , INCREASE OF SHARE NOMINAL VALUE,
MERGER INTO A COMPANY WITH A SUPERIOR SHARE NOMINAL
VALUE, DEMERGER OF THE COMPANY
13. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARTIN Management For
FRUHAUF AS A MEMBER OF THE SUPERVISORY BOARD
FOR 3 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HUBERT Management For
MARKL AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
17. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management For
PINEAU-VALANCIENNE AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-MARC Management For
BRUEL AS A MEMBER OF THESUPERVISORY BOARD FOR
3 YEARS
14. APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
KAMPF AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
16. APPROVE TO RENEW THE TERM OF OFFICE OF MR. GUNTER Management For
METZ AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
18. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MME Management For
SEHAM RAZZOUQI AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
19. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For
RENAULT AS A MEMBER OF THE SUPERVISORY BOARD
FOR 3 YEARS
20. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HANS Management For
JURGEN SCHINZLER AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
21. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARC Management For
VIENOT AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
22. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
1. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For
THE FY 2003; NET PROFITS FOR THE FY EUR 847,051,268.13
2. APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY Management For
2003; NET CONSOLIDATED PROFITS EUR 1,901,270,000.00
3. APPROVE THE APPROPRIATION PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY EUR 847,051,268.13; LEGAL
RESERVE EUR 28,215,607.03; REGULATED RESERVES
EUR 10,000.00; BALANCE AMOUNT EUR 818,825,661.10
PLUS PRIOR RETAINED EARNINGS EUR 1,449,676,409.16
TOTAL TO APPROPRIATE EUR 2,268,502,070.26; GLOBAL
DIVIDEND EUR 657,880,101.74; BALANCE CARRY FORWARD
EUR 1,610,621,968.52; NET DIVIDEND PER SHARE
EUR 0.82 WITH EUR 0.41 TAX CREDIT, TO BE PAID
ON 25 JUN 2004
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
13. *Management Position Unknown
15. *Management Position Unknown
17. *Management Position Unknown
12. *Management Position Unknown
14. *Management Position Unknown
16. *Management Position Unknown
18. *Management Position Unknown
19. *Management Position Unknown
20. *Management Position Unknown
21. *Management Position Unknown
22. *Management Position Unknown
* *Management Position Unknown
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/19/2004
ISSUER: 319963104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HENRY C. DUQUES Management For For
CHARLES T. FOTE Management For For
RICHARD P. KIPHART Management For For
JOAN E. SPERO Management For For
02 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2004.
NATIONAL-OILWELL, INC. NOI ANNUAL MEETING DATE: 05/19/2004
ISSUER: 637071101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROGER L. JARVIS Management For For
MERRILL A. MILLER, JR. Management For For
FREDERICK W. PHEASEY Management For For
WABTEC WAB ANNUAL MEETING DATE: 05/19/2004
ISSUER: 929740108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. BROOKS Management For For
WILLIAM E. KASSLING Management For For
JAMES P. MISCOLL Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE COMPANY FOR THE 2004 FISCAL YEAR.
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/20/2004
ISSUER: 232572107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
CHARLES J. ABBE Management Withheld Against
ROBERT P. AKINS Management Withheld Against
EDWARD H. BRAUN Management Withheld Against
MICHAEL R. GAULKE Management Withheld Against
WILLIAM G. OLDHAM Management Withheld Against
PETER J. SIMONE Management Withheld Against
YOUNG K. SOHN Management Withheld Against
JON D. TOMPKINS Management Withheld Against
02 TO APPROVE AN AMENDMENT TO CYMER S 1996 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 200,000 SHARES.
03 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management Abstain Against
AUDITORS OF CYMER FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004.
HAMPSHIRE GROUP, LIMITED HAMP ANNUAL MEETING DATE:
05/20/2004
ISSUER: 408859106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LUDWIG KUTTNER Management For For
JOEL GOLDBERG Management For For
MICHAEL C. JACKSON Management For For
HARVEY L. SPERRY Management For For
IRWIN W. WINTER Management For For
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/20/2004
ISSUER: 458665106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DIANNE DILLON-RIDGLEY Management For For
JUNE M. HENTON Management For For
CHRISTOPHER G. KENNEDY Management For For
JAMES B. MILLER, JR. Management For For
THOMAS R. OLIVER Management For For
02 PROPOSAL TO APPROVE THE INTERFACE, INC. EXECUTIVE Management For For
BONUS PLAN.
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/20/2004
ISSUER: 72919P103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
GEORGE C. MCNAMEE Management For For
DOUGLAS T. HICKEY Management For For
J. DOUGLAS GRANT Management Withheld Against
VARCO INTERNATIONAL, INC. VRC ANNUAL MEETING DATE: 05/20/2004
ISSUER: 922122106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GREG L. ARMSTRONG Management For For
GEORGE S. DOTSON Management For For
RICHARD A. KERTSON Management For For
JOHN F. LAULETTA Management For For
ERIC L. MATTSON Management For For
L.E. SIMMONS Management For For
JEFFERY A. SMISEK Management For For
DOUGLAS E. SWANSON Management For For
JAMES D. WOODS Management For For
02 TO APPROVE AN AMENDMENT TO THE EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK THAT MAY BE ISSUED BY 900,000
SHARES.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS VARCO S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/21/2004
ISSUER: G17444152000 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE 52 WEEKS ENDED 28 DEC 2003 AND THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE THE RECOMMENDED FINAL DIVIDEND 2003 Management For *Management Position Unknown
3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
4. RE-APPOINT MR. JOHN SUNDERLAND AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MR. KEN HANNA AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. RICK BRADDOCK AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT MR. ROGER CARR AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MR. DAVID THOMPSON AS A DIRECTOR Management For *Management Position Unknown
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
11. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 85.27 MILLION;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
SECTION 94(2) OF THE COMPANIES ACT 1985 FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
11AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS;
B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 12.92
MILLION; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; 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.13 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For *Management Position Unknown
WITH SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES SECTION 163(3) WHICH
HAS A TOTAL NOMINAL VALUE OF GBP 25.84 ORDINARY
SHARES OF, AT A MINIMUM PRICE, EXCLUSIVE OF EXPENSES,
EQUAL TO THE NOMINAL VALUE OF EACH ORDINARY SHARE
AND THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE 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 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
14. AMEND THE RULES OF THE CADBURY SCHWEPPES SHARE Management For *Management Position Unknown
OPTION PLAN 1994
15. AMEND THE RULES OF THE CADBURY SCHWEPPES PLC Management For *Management Position Unknown
1997 LONG TERM INCENTIVE PLAN
16. APPROVE THE CADBURY SCHWEPPES PLC BONUS SHARE Management For *Management Position Unknown
RETENTION PLAN 2004 AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS NECESSARY TO
ESTABLISH AND CARRY IT INTO EFFECT AND TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN EXCEPT THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN THE QUORUM IN RESPECT OF HIS
OWN PARTICIPATION ANY PROHIBITION ON VOTING
OR COUNTING IN THE QUORUM CONTAINED IN ARTICLES
OF ASSOCIATION OF THE COMPANY OF THE COMPANY
17. AMEND THE RULES OF THE CADBURY SCHWEPPES IRISH Management For *Management Position Unknown
EMPLOYEE SHARE SCHEME, THE CADBURY SCHWEPPES
IRISH AVC SAVINGS RELATED SHARE OPTION SCHEME,
THE CADBURY SCHWEPPES IRISH SAVINGS RELATED SHARE
OPTION SCHEME, THE CADBURY SCHWEPPES IRISH SAVINGS
RELATED SHARE OPTION SCHEME 1982, THE CADBURY
SCHWEPPES IRISH SAVINGS RELATED SHARE OPTION
SCHEME 1998, THE CADBURY SCHWEPPES UNITED STATES
AND CANADA EMPLOYEE STOCK PURCHASE PLAN 1994,
THE CHOICES SHARE INCENTIVE PLAN AND THE CADBURY
SCHWEPPES ASIA PACIFIC EMPLOYEE SHARE ACQUISITION
PLAN 2002
18. AUTHORIZE THE DIRECTORS TO ESTABLISH A FURTHER Management For *Management Position Unknown
PLAN OR PLANS CONTAINING SUCH PROVISIONS AS THE
DIRECTORS DECIDE SUBJECT TO: A) SUCH PLAN OR
PLANS MUST OPERATE WITHIN THE LIMITS ON THE NUMBER
OF NEW ORDINARY SHARES WHICH MADE AVAILABLE FROM
TIME TO TIME UNDER THE COMPANY S OTHER EMPLOYEE
SHARE PLANS EXISTING PLANS ; B) SUCH PLAN OR
PLANS MUST, EXCEPT TO THE EXTENT NECESSARY OR
DESIRABLE TO TAKE ACCOUNT OF OVERSEAS TAX, SECURITIES
OR EXCHANGE CONTROL LAWS, CONTAIN LIMITATIONS
SO AS TO ENSURE, SO FAR AS THE DIRECTORS CONSIDER
PRACTICABLE, THE PARTICIPANTS IN SUCH OR PLANS
OBTAIN NO GREATER BENEFIT THAN EMPLOYEES PARTICIPATING
IN THE EXISTING PLANS; AND C) ONCE ESTABLISHED,
THE PROVISIONS OF SUCH PLAN OR PLANS MAY NOT
AMENDED WITHOUT THE PRIOR APPROVAL OF THE COMPANY
IN GENERAL MEETING IF SUCH APPROVAL WOULD BE
REQUIRED TO AMEND THE COMPARABLE PROVISIONS IN
THE EXISTING PLANS; AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS NECESSARY TO
ESTABLISH AND CARRY IT INTO EFFECT AND TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN EXCEPT THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN THE QUORUM IN RESPECT OF HIS
OWN PARTICIPATION ANY PROHIBITION ON VOTING
OR COUNTING IN THE QUORUM CONTAINED IN ARTICLES
OF ASSOCIATION OF THE COMPANY OF THE COMPANY
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/21/2004
ISSUER: 887317105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
JAMES L. BARKSDALE Management For
STEPHEN F. BOLLENBACH Management For
STEPHEN M. CASE Management For
FRANK J. CAUFIELD Management For
ROBERT C. CLARK Management For
MILES R. GILBURNE Management For
CARLA A. HILLS Management For
REUBEN MARK Management For
MICHAEL A. MILES Management For
KENNETH J. NOVACK Management For
RICHARD D. PARSONS Management For
R.E. TURNER Management For
FRANCIS T. VINCENT, JR. Management For
02 RATIFICATION OF AUDITORS. Management For
03 STOCKHOLDER PROPOSAL REGARDING CHINA BUSINESS Shareholder Against
PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING REPORT ON PAY DISPARITY. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 12686C109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES D. FERRIS Management For For
RICHARD H. HOCHMAN Management For For
VICTOR ORISTANO Management For For
VINCENT TESE Management For For
THOMAS V. REIFENHEISER Management For For
JOHN R. RYAN Management For For
02 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For For
OF KPMG LLP, AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR 2004.
ENI SPA, ROMA MIX MEETING DATE: 05/25/2004
ISSUER: T3643A145000 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
26 MAY 2004 AND A THIRD CALL ON 28 MAY 2004.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE FINANCIAL STATEMENT AND THE CONSOLIDATED Management For *Management Position Unknown
FINANCIAL STATEMENT AT 31 DEC 2003 AND ALSO THE
BOARD OF DIRECTORS AND THE AUDITORS REPORT
O.2 APPROVE THE ALLOCATION OF NET INCOME Management For *Management Position Unknown
O.3 GRANT AUTHORITY TO PURCHASE ENI SHARES Management For *Management Position Unknown
O.4 APPOINT THE INDEPENDENT AUDITORS FOR THE THREE-YEAR Management For *Management Position Unknown
PERIOD 2004-2006
O.5 AMENDMENT TO ARTICLE 2.1 OF ENI S.P.A. S SHAREHOLDERS Management For *Management Position Unknown
MEETING REGULATION
O.6 APPROVE THE EMOLUMENTS OF THE DIRECTORS Management For *Management Position Unknown
E.1 AMEND THE ARTICLES 2.1, 11.2, 12.2, 13, 16.1, Management For *Management Position Unknown
17.2, 17.3, 19.3 AND 23 OF ENI BY-LAWS PURSUANT
TO THE LEGISLATIVE DECREE NO. 6 DATED 17 JAN
2003
E.2 AMEND ARTICLES 17.3, 19.1 AND 28.1 OF ENI BY-LAWS Management For *Management Position Unknown
SHANGRI-LA ASIA LTD AGM MEETING DATE: 05/25/2004
ISSUER: G8063F106000 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For *Management Position Unknown
THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For *Management Position Unknown
3. RE-ELECT THE DIRECTORS, WHO RETIRES Management For *Management Position Unknown
4. APPROVE TO FIX THE DIRECTORS FEE INCLUDING Management For *Management Position Unknown
FEES PAYABLE TO THE MEMBERS OF THE AUDIT AND
REMUNERATION COMMITTEE
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For *Management Position Unknown
OF THE COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
AND ISSUE ADDITIONAL SHARES IN THE SHARE CAPITAL
OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD,
NOT EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY, OTHERWISE THAN PURSUANT TO I) A
RIGHTS ISSUE; II) THE EXERCISE OF OPTIONS OR
SIMILAR ARRANGEMENT; III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT; IV) THE EXERCISE OF ANY
CONVERSION RIGHTS ATTACHING TO THE ZERO COUPON
GUARANTEED CONVERTIBLE BONDS DUE 2009 ISSUED
BY SHANGRI-LA FINANCE LIMITED; AND V) ANY SPECIFIC
AUTHORITY; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For *Management Position Unknown
ITS OWN SHARES DURING THE RELEVANT PERIOD, ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
HKSE OR ANY OTHER STOCK EXCHANGE ON WHICH THE
SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND HKSE FOR THIS PURPOSE OR ON THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND THE REQUIREMENTS OF THE RULES GOVERNING THE
LISTING OF SECURITIES ON THE HKSE OR THAT OF
ANY STOCK EXCHANGE AS AMENDED FROM TIME TO TIME,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
6.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management For *Management Position Unknown
NO. 6.B, TO EXTEND THE GENERAL MANDATE GRANTED
TO THE DIRECTORS OF THE COMPANY TO ALLOT SHARES
PURSUANT TO SUCH GENERAL MANDATE, BY AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE COMPANY UNDER THE AUTHORITY GRANTED BY
THE RESOLUTION NO. 6.B, PROVIDED THAT SUCH AMOUNT
DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESOLUTION
S.7 AMEND BY-LAW 1(A), 70, 76A, 98(H), 98(I), 98(K), Management For *Management Position Unknown
103, 162(B), 162(C), 162(D),167(A), 167(B) AND
169 OF THE BYE-LAWS OF THE COMPANY
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/25/2004
ISSUER: G95089101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PHILIP BURGUIERES Management For For
NICHOLAS F. BRADY Management For For
DAVID J. BUTTERS Management For For
BERNARD J. DUROC-DANNER Management For For
SHELDON B. LUBAR Management For For
WILLIAM E. MACAULAY Management For For
ROBERT B. MILLARD Management For For
ROBERT K. MOSES, JR. Management For For
ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
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.
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/26/2004
ISSUER: 603158106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN B. CURCIO Management For For
PAUL R. SAUERACKER Management For For
WILLIAM C. STIVERS Management For For
02 RATIFICATION OF APPOINTMENT OF AUDITORS. Management For For
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC AGM
MEETING DATE: 05/26/2004
ISSUER: D55535104000 ISIN: DE0008430026
SEDOL: 4904409, 5294121, 7159239, 7389081
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For
FOR THE FY 2003 WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE GROUP FINANCIAL STATEMENTS AND
GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For
PROFIT OF EUR 286,975,291.25 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.25 PER ENTITLED SHARE;
EUR 721,342.50 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 27 MAY 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For
5. ELECT THE SUPERVISORY BOARD Management For
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 20% FROM THE MARKET PRICE
OF THE SHARES, ON OR BEFORE 25 NOV 2005; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO FLOAT THE
SHARES ON FOREIGN STOCK EXCHANGES, TO USE THE
SHARES FOR ACQUISITION PURPOSES, TO SELL THE
SHARES TO THIRD PARTIES AGAINST CASH PAYMENT,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERSATION
OR OPTION RIGHTS OR AS EMPLOYEE SHARES, AND TO
RETIRE THE SHARES
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 280,000,000 THROUGH
THE ISSUE OF NEW REGISTERED SHARES AGAINST PAYMENT
IN CASH OR KIND, ON OR BEFORE 25 MAY 2009 (2004
AUTHORIZE CAPITAL); APPROVE THAT THE SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS FOR THE
ISSUE OF SHARES AGAINST CASH PAYMENT, EXCEPT
FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUBSCRIPTION
RIGHTS TO HOLDERS OF OPTION OR CONVERSATION RIGHTS,
AND FOR THE ISSUE OF SHARES AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE; AND THAT THE SHAREHOLDERS
SHALL NOT BE GRANTED SUBSCRIPTION RIGHTS FOR
THE ISSUE OF SHARES AGAINST PAYMENT IN KIND
* PLEASE BE ADVISED THAT MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT Non-Voting
AG SHARESARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
* *Management Position Unknown
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/27/2004
ISSUER: 004631107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMIE KELLNER Management For For
DOUGLAS GEALY Management For For
THOMAS ALLEN Management For For
JAMES COLLIS Management For For
MICHAEL CORRIGAN Management For For
THOMAS EMBRESCIA Management For For
BRIAN MCNEILL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 05/27/2004
ISSUER: 01988P108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. KLUGER Management For For
ROBERT COMPTON Management For For
02 AMENDMENT AND RESTATEMENT OF AMENDED AND RESTATED Management Against Against
1993 STOCK INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2004.
CELLTECH GROUP PLC AGM MEETING DATE: 05/27/2004
ISSUER: G1990W102000 ISIN: GB0001822765
SEDOL: 0182276, 5719011
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For *Management Position Unknown
ACCOUNTS FOR THE PERIOD ENDED 31 DEC 20032
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2003
3. ELECT DR. GORAN ANDO AS A DIRECTOR Management For *Management Position Unknown
4. ELECT MR. PETER CADBURY AS A DIRECTOR Management For *Management Position Unknown
5. ELECT MRS. INGELISE SAUNDERS AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR AND Management For *Management Position Unknown
TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
7. APPROVE TO RENEW THE DIRECTORS POWER TO ALLOT Management For *Management Position Unknown
RELEVANT SECURITIES
8. APPROVE TO RENEW THE DIRECTORS POWER TO ALLOT Management For *Management Position Unknown
EQUITY SECURITIES
9. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For *Management Position Unknown
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 05/27/2004
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. ROBERT DUTKOWSKY Management For For
MR. DENIS O'LEARY Management For For
MR. ROBERT PANGIA Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management For For
PLAN TO PROHIBIT REPRICING OF OUTSTANDING STOCK
OPTIONS OR STOCK APPRECIATION RIGHTS WITHOUT
STOCKHOLDER APPROVAL AND TO REAPPROVE THE PERFORMANCE
CRITERIA UNDER THE 1997 STOCK INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
BNP PARIBAS MIX MEETING DATE: 05/28/2004
ISSUER: F1058Q238000 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE MEETING WILL BE HELD ON THE Non-Voting
SECOND CALL ON 28 MAY 2004 (AND NOT ON 13 MAY
2004). PLEASE ALSO NOTE THAT YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID. THANK YOU.
YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management Take No Action
REPORTS FOR THE FY CLOSED ON 31 DEC 2003 AND
APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY
2003
O.2 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management Take No Action
REPORTS AND APPROVE THE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND THE NET PROFIT
AFTER TAX AMOUNTS TO EUR 2,358,756,301.88
O.3 APPROVE THAT THE TOTAL (FORMED BY THE FY NET Management Take No Action
PROFIT OF EUR 2,358,756,301.88 AND THE CREDIT
PRIOR RETAINED EARNINGS OF EUR 6,110,425,156.15),
I. E. A SUM OF EUR 8,469,181,458.03 WILL BE ALLOCATED
AS FOLLOWS: TO THE LEGAL RESERVE: EUR 856,423.20,
TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS:
EUR 102,919,700.80, TO THE INVESTMENT SPECIAL
RESERVE: EUR 36,193,223.00, TO THE GLOBAL DIVIDEND:
EUR 1,310,242,625.80, TO THE BALANCE CARRIED
FORWARD: EUR 7,018,969,485.23 AND THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.45 WITH
A CORRESPONDING TAX CREDIT OF EUR 0.725, IT WILL
BE PAID ON 11 JUN 2004
O.4 APPROVE THE AUDITORS SPECIAL REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L.225-38 (FRENCH
COMMERCIAL LAW)
O.5 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF DEBT SECURITIES (BONDS, SIMILAR SECURITIES)
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000,000.00;
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
LINDSAY OWEN-JONES AS A DIRECTOR FOR 3 YEARS
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN REPLACEMENT Management Take No Action
OF ANY EXISTING AUTHORITY, TO 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 75.00,
MINIMUM SELLING PRICE: EUR 35.00, MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY IS GIVEN FOR 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
LOUIS SCHWEITZER AS A DIRECTOR FOR 3 YEARS
O.9 ACKNOWLEDGE THAT MR. M. DAVIDE PEAKE DOES NOT Management Take No Action
ASK THE RENEWAL OF ITS TERM OF ASSOCIATION AS
DIRECTOR AND DECIDES NOT TO APPOINT A NEW DIRECTOR
E.17 AMEND ARTICLES 9, 10, 12, 13 AND 15 OF THE ARTICLES Management Take No Action
OF ASSOCIATION
O.10 APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management Take No Action
A COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT
IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS
WHICH ARE PRESCRIBED BY LAW
E.11 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE COMPANY SHARES AND OF SECURITIES OF ANY
KIND (THE PREFERENTIAL RIGHT IS MAINTAINED) FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00
(CAPITAL INCREASES), EUR 10,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.12 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE COMPANY SHARES AND OF SECURITIES OF ANY
KIND (PREFERENTIAL SUBSCRIPTION RIGHT: CANCELLED),
FOR A MAXIMUM NOMINAL AMOUNT OF: EUR 340,000,000.00
(CAPITAL INCREASE), EUR 8,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.13 APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS Management Take No Action
ALL POWERS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
IN ORDER TO INCREASE THE COMPANY SHARE CAPITAL
ON ITS SOLE DECISION BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF INCORPORATING
ALL OR PART OF THE RESERVES, PROFITS, EXISTING
SHARE PREMIUMS, TO BE CARRIED OUT BY THE DISTRIBUTION
OF FREE SHARES OR THE INCREASE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY IS VALID FOR
26 MONTHS ; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY
TO CARRY OUT THE CAPITAL INCREASE WHICH HAS BEEN
ADOPTED
E.14 APPROVE THAT THE DELEGATIONS GRANTED TO THE BOARD Management Take No Action
OF DIRECTORS TO REALIZE INCREASES OF THE COMPANY
S SHARE CAPITAL, ARE NOT MAINTAINED IN A PERIOD
OF TAKE-OVER OR EXCHANGE BID ON THE COMPANY S
SHARES (EXCEPT FOR THE TRANSACTIONS THE PRINCIPAL
DECISION OF WHICH WAS APPROVED BY THE BOARD OF
DIRECTORS); AUTHORITY IS VALID TILL THE COMPANY
GENERAL MEETING WHICH WILL HAVE TO DELIBERATE
UPON THE ACCOUNTS OF THE 2004 FY
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO MEMBERS OF THE
ENTERPRISE SAVINGS PLAN FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 20,000,000.00 STARTING THE PRESENT
MEETING (INSTEAD OF EUR 60,000,000.00 AS PREVIOUSLY
SET BY THE COMBINED GENERAL MEETING OF 14 MAY
2003, RESOLUTION NO.16); AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.16 APPROVE TO GRANT ALL POWERS TO THE BOARD OF DIRECTORS, Management Take No Action
IN REPLACEMENT OF ANY EXISTING AUTHORITY, TO
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 10% OF THE
SHARE CAPITAL OVER A 18 MONTHS PERIOD
E.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.8 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.9 *Management Position Unknown
E.17 *Management Position Unknown
O.10 *Management Position Unknown
E.11 *Management Position Unknown
E.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
BWT AG, MONDSEE AGM MEETING DATE: 05/28/2004
ISSUER: A1141J105000 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL REPORT 2003, REPORTING OF Management For *Management Position Unknown
THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BAORD
4. APPROVE THE STATUTORY ALLOWANCE FOR SUPERVISORY Management For *Management Position Unknown
BOARD FOR THE YEAR 2003
5. ELECT THE AUDITORS FOR THE FY 2004 Management For *Management Position Unknown
6. APPROVE TO CHANGE THE ARTICLE TO EXCLUDE A POSIBLE Management For *Management Position Unknown
DISCOUNT IN CASE OF A MANDATORY OFFER AND ADD
A NEW ARTICLE 29
CLARINS SA MIX MEETING DATE: 05/28/2004
ISSUER: F18396113000 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.7 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MRS. MARIA LUISA COURTIN AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.8 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. ALAIN FERRI AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.9 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. JEAN ROUX AS A MEMBER OF THESUPERVISORY BOARD
FOR 6 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
SOCIETE FINANCIERE FC AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
AUDIT DE FRANCE AS THE STATUTORYAUDITORS FOR
6 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
AMYOTEXCO GRANT THORNTON AS THE STATUTORY AUDITORS
FOR 6 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. M. LAURENT GINET AS A DEPUTYAUDITORS FOR
6 YEARS
E.14 AUTHORIZE THE EXECUTIVE BOARD TO INCREASE THE Management For
SHARE CAPITAL BY INCORPORATION OF RESERVES FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 100,000,000.00;
AUTHORIZATION IS VALID FOR 26 MONTHS
E.15 AUTHORIZE THE EXECUTIVE BOARD THE COMPANY OPTIONS Management For
TO SOME EMPLOYEES TO BUY REPURCHASED SHARES NOT
EXCEEDING 3.5% OF THE TOTAL SHARES ISSUED AND
SHALL BE EXERCISED NOT LATER THAN 7 YEARS; AUTHORIZATION
IS VALID FOR 38 MONTHS
E.16 GRANT POWER TO THE EXECUTIVE BOARD TO ISSUE SHARES Management For
AND OTHER SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHT TO BE SUBSCRIBED IN CASH OR BY DEBT COMPENSATION
NOT EXCEEDING EUR 100,000,000.00 WITHIN A LIMIT
OF: A) BONDS FOR A MAXIMUM SHARE CAPITAL INCREASE
OF 50,000,000.00; B) STAND ALONE WARRANTS FOR
A MAXIMUM CAPITAL INCREASE OF EUR 20,000,000.00;
C) DEBT SECURITIES NOT EXCEEDING EUR 500,000,000.00;
APPROVE THE INCREASE IN SHARE CAPITAL NOT EXCEED
EUR 20,000,000.00; EXCLUDE PREFERRED SHARES AND
INVESTMENT CERTIFICATES; AUTHORIZATION IS VALID
OF 26 MONTHS ; SUPERSEDE THE RESOLUTION 11 OF
COMBINED MEETING OF 31 MAY 2002 FOR ITS UNUSED
PART
E.17 GRANT POWER TO THE EXECUTIVE BOARD TO ISSUE SHARES Management For
AND OTHER SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHT TO BE SUBSCRIBED IN CASH OR BY DEBT COMPENSATION
NOT EXCEEDING EUR 100,000,000.00 WITHIN A LIMIT
OF: A) BONDS FOR A MAXIMUM CAPITAL INCREASE OF
EUR 50,000,000.00; B) STAND ALONE WARRANTS FOR
A MAXIMUM CAPITAL INCREASE OF EUR 20,000,000.00;
C) DEBT SECURITIES NOT EXCEEDING EUR 500,000,000.00;
EXCLUDE PREFERRED SHARES AND INVESTMENT CERTIFICATES;
AUTHORIZATION IS VALID OF 26 MONTHS ; SUPERSEDE
RESOLUTION 12 OF COMBINED MEETING OF 31 MAY 2002
FOR ITS UNUSED PART
E.18 AUTHORIZE THE EXECUTIVE BOARD TO ISSUE SECURITIES Management For
TO REMUNERATE SECURITIES BROUGHT IN ANY PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY WITHIN
THE LIMITS SET OUT IN RESOLUTION E.17 AND NOT
EXCEEDING EUR 100,00,000.00; AUTHORIZATION IS
VALID FOR 26 MONTHS ; SUPERSEDE RESOLUTION 13
OF 31 MAY 2002
E.19 APPROVE THAT UNUSED PART OF THE ABOVE DELEGATIONS Management Against
MAY BE USED IN CASE OF TAKEOVER BID OR EXCHANGE
BID ON THE COMPANY SHARES TILL THE GENERAL MEETING
CALLED TO DELIBERATE ON THE 2004 ACCOUNTS
E.20 GRANT POWER TO THE EXECUTIVE BOARD TO INCREASE Management For
THE SHARE CAPITAL BY A MAXIMUMNOMINAL AMOUNT
OF EUR 2,000,000.00 BY ISSUING SHARES RESERVED
TO THE EMPLOYEES WHO SUBSCRIBED TO AN ENTERPRISE
SAVINGS PLAN; AUTHORIZATION IS VALID FOR 26
MONTHS ; SUPERCEDE ANY PRIOR DELEGATION IN RESOLUTION
15 OF THE COMBINED MEETING OF 31 MAY 2002
E.21 AMEND ARTICLES 10, 14, 20, 28 AND 31 OF THE ARTICLES Management For
OF ASSOCIATION
E.22 GRANT POWER TO THE BEARER OF A COPY OR EXTRACT Management For
OF THE MINUTES OF THE PRESENT TO ACCOMPLISH ALL
DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For
THE FY 2003: PROFITS FOR THE FY OF EUR 36,135,667.00;
NON DEDUCTIBLE CHARGES EUR 106,963.00; CORRESPONDING
TAX EUR 37,987.00; GRANT DISCHARGE TO THE MEMBERS
OF THE SUPERVISORY BOARD AND THE AUDITORS FROM
THEIR LIABILITIES FOR SAID FY
O.2 APPROVE THE CONSOLIDATED ACCOUNTS Management For
O.3 APPROVE THE REGULATED AGREEMENTS MENTIONED IN Management For
THE SPECIAL AUDITORS REPORTS INACCORDANCE WITH
THE ARTICLE 6.225-86 OF THE FRENCH TRADE CODE
O.5 APPROVE THE ATTENDANCE FEES OF EUR 60,000.00 Management For
ALLOCATED TO SUPERVISORY BOARD FOR THE CURRENT
FY
O.4 APPROVE THE ALLOCATIONS BY THE EXECUTIVE BOARD: Management For
PROFITS OF THE FY EUR 36,135,667.00; PRIOR RETAINED
EARNINGS EUR 18,676,829.00; LEGAL RESERVE EUR
1,806,783.00; BALANCE AMOUNT EUR 53,005,713.00;
GLOBAL DIVIDEND EUR 22,104,620.00; BALANCE CARRY
FORWARD EUR 30,901,093.00; NET DIVIDEND PER SHARE
EUR 1.155 WITH EUR 0.77 TAX CREDIT TO BE PAID
ON 15 JUL 2004; DIVIDENDS PAID FOR THE PAST 3
FYS: EUR 1.10 IN 2000 WITH EUR 0.55 TAX CREDIT;
EUR 0.65 IN 2001 WITH EUR 0.325 TAX CREDIT; EUR
0.85 IN 2002 WITH EUR 0.425 TAX CREDIT
O.6 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. JACQUES COURTIN AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
E.18 *Management Position Unknown
E.19 *Management Position Unknown
E.20 *Management Position Unknown
E.21 *Management Position Unknown
E.22 *Management Position Unknown
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.5 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 06/01/2004
ISSUER: 206016107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MARK M. SIECZKAREK Management For
THOMAS F. BONADIO Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.
03 PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT Management For
OF THE AMENDED AND RESTATED 2001 EQUITY INCENTIVE
PLAN TO REDUCE THE SIZE OF THE AUTOMATIC GRANTS
OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS AND
TO PROVIDE FOR AUTOMATIC GRANTS OF RESTRICTED
STOCK TO NON-EMPLOYEE DIRECTORS.
04 PROPOSAL TO APPROVE THE AMENDMENT OF THE AMENDED Management For
AND RESTATED 2001 EQUITY INCENTIVE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 500,000 SHARES.
05 PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY Management For
S 1995 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 150,000 SHARES, EFFECTIVE
JULY 1, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
02 For
03 For
04 For
05 For
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 06/02/2004
ISSUER: D18190898000 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774,
7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. PRESENTATION OF THE ESTABLISHED ANNUAL FINANCIAL Management For
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
2. APPROPRIATION OF DISTRIBUTABLE PROFIT; THE BOARD Management For
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 MANAGEMENT OF THE Management For
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 RATIFIED.
4. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For
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 FINANCIAL Management For
YEAR; THE SUPERVISORY BOARD PROPOSES THAT KPMG
DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, FRANKFURT AM
MAIN, BE APPOINTED AUDITOR FOR THE 2004 FINANCIAL
YEAR.
6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For
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 AUTHORIZATION.
7. AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT Management For
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 30,
2004, EXPIRES WHEN THE NEW AUTHORIZATION COMES
INTO FORCE.
8. CREATION OF NEW AUTHORIZED CAPITAL AND AMENDMENT Management For
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
RIGHT).
9. CREATION OF NEW AUTHORIZED CAPITAL (WITH THE Management For
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 ALREADY LISTED
AT THE TIME OF THE FINAL DETERMINATION OF THE
ISSUE PRICE.
10. AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For
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 DAYS AFTER DECLARATION
OF CONVERSION OR EXERCISE OF THE OPTION. PLEASE
SEE NOTE 2 FOR THE CONTINUATION OF THIS RESOLUTION.
* NOTE 3: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/AGENDA_2004_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
* NOTE 1: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
* NOTE 2 - CONTINUING FROM RESOLUTION 10: IN THE Non-Voting
CASE OF BONDS BEING ISSUED, SHAREHOLDERS ARE
IN PRINCIPLE ENTITLED TO THE STATUTORY PRE-EMPTIVE
RIGHT. HOWEVER, THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO EXCLUDE SHAREHOLDERS PRE-EMPTIVE RIGHTS
INSOFAR AS THE ISSUE PRICE IS NOT SUBSTANTIALLY
LOWER THAN THE THEORETICAL MARKET VALUE, ESTABLISHED
USING RECOGNIZED ACTUARIAL METHODS, OF THE PARTICIPATORY
NOTES, BONDS WITH WARRANTS OR CONVERTIBLE BONDS.
HOWEVER, THE TOTAL NUMBER OF SHARES TO BE ISSUED
ON THE BASIS OF BONDS UNDER THIS AUTHORIZATION
PURSUANT TO SECTION 186 (3) SENTENCE 4 STOCK
CORPORATION ACT (WITH EXCLUSION OF PRE-EMPTIVE
RIGHTS AGAINST CASH DEPOSIT) TOGETHER WITH OTHER
SHARES ISSUED OR SOLD PURSUANT OR CORRESPONDING
TO THIS LEGAL REQUIREMENT DURING THE VALIDITY
OF THIS AUTHORIZATION MAY NOT EXCEED 10 % OF
THE SHARE CAPITAL AT THE TIME THIS AUTHORIZATION
IS EXERCISED. IF THE BOARD OF MANAGING DIRECTORS
MAKES NO USE OF THIS POSSIBILITY, IT IS AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
EXCEPT BROKEN AMOUNTS RESULTING FROM THE SUBSCRIPTION
RATIO FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND
TO EXCLUDE PRE-EMPTIVE RIGHTS TO THE EXTENT NECESSARY
TO GRANT HOLDERS OF OPTION OR CONVERSION RIGHTS
OR HOLDERS OF CONVERTIBLE BONDS WITH AN OBLIGATION
TO CONVERT A PRE-EMPTIVE RIGHT TO THE SAME EXTENT
AS THEY WOULD BE ENTITLED TO ON EXERCISE OF THE
OPTION OR CONVERSION RIGHTS OR AFTER FULFILLING
THE DUTIES TO CONVERT. THE BOARD OF MANAGING
DIRECTORS IS AUTHORIZED TO DETERMINE, WITH THE
CONSENT OF THE SUPERVISORY BOARD, FURTHER DETAILS
CONCERNING THE ISSUE AND FEATURES OF THE ISSUE,
ESPECIALLY THE INTEREST RATE, ISSUE PRICE, MATURITY,
CONVERSION OR OPTION PRICE, OR TO DO SO IN CONSULTATION
WITH THE MANAGEMENT BODIES OF THE GROUP COMPANY
FLOATING THE ISSUE. B) CONDITIONAL CAPITAL THE
SHARE CAPITAL IS INCREASED CONDITIONALLY BY UP
TO EUR 150,000,000 THROUGH THE ISSUE OF UP TO
58,593,750 NEW REGISTERED NO PAR VALUE SHARES.
THE CONDITIONAL CAPITAL INCREASE SERVES TO GRANT
RIGHTS TO THE HOLDERS OF PARTICIPATORY NOTES
WITH WARRANTS AND CONVERTIBLE PARTICIPATORY NOTES,
BONDS WITH WARRANTS AND CONVERTIBLE BONDS, ISSUED
ON OR BEFORE APRIL 30, 2009 PURSUANT TO THE ABOVE
AUTHORIZATION UNDER A) EITHER BY THE COMPANY
OR THROUGH A COMPANY IN WHICH DEUTSCHE BANK AG
HAS A DIRECT OR INDIRECT MAJORITY HOLDING. THE
ISSUE OF NEW SHARES IS EXECUTED AT THE CONVERSION
OR OPTION PRICES ESTABLISHED IN ACCORDANCE WITH
A). THE CONDITIONAL CAPITAL INCREASE IS ONLY
TO BE CARRIED OUT TO THE EXTENT TO WHICH THESE
RIGHTS ARE EXERCISED OR TO WHICH THE BEARERS
OBLIGED TO CONVERT FULFIL THEIR CONVERSION DUTIES.
THE NEW SHARES ARE ENTITLED TO A DIVIDEND FROM
THE BEGINNING OF THE FINANCIAL YEAR IN WHICH
THEY ARE CREATED BY EXERCISE OF CONVERSION OR
OPTION RIGHTS OR BY FULFILMENT OF CONVERSION
OBLIGATIONS. THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO ESTABLISH FURTHER DETAILS FOR
IMPLEMENTING THE CONDITIONAL CAPITAL INCREASE.
C) AMENDMENT TO THE ARTICLES OF ASSOCIATION THE
FOLLOWING NEW SUB-PARAGRAPH 13 IS ADDED TO SECTION
4 OF THE ARTICLES OF ASSOCIATION: (13) THE
SHARE CAPITAL IS INCREASED CONDITIONALLY BY UP
TO EUR 150,000,000 THROUGH THE ISSUE OF UP TO
58,593,750 NEW REGISTERED NO PAR VALUE SHARES.
THE CONDITIONAL CAPITAL INCREASE WILL ONLY BE
CARRIED OUT INSOFAR AS A) THE HOLDERS OF CONVERSION
RIGHTS OR WARRANTS LINKED WITH PARTICIPATORY
NOTES OR CONVERTIBLE BONDS OR BONDS WITH WARRANTS
TO BE ISSUED UP TO APRIL 30, 2009 BY DEUTSCHE
BANK AG OR A COMPANY IN WHICH DEUTSCHE BANK AG
HAS A DIRECT OR INDIRECT MAJORITY HOLDING, MAKE
USE OF THEIR CONVERSION OR OPTION RIGHTS OR INSOFAR
AS B) THE HOLDERS WITH CONVERSION OBLIGATIONS
OF CONVERTIBLE PARTICIPATORY NOTES OR CONVERTIBLE
BONDS TO BE ISSUED ON OR BEFORE APRIL 30, 2009
BY DEUTSCHE BANK AG, OR A COMPANY IN WHICH DEUTSCHE
BANK AG HAS A DIRECT OR INDIRECT MAJORITY HOLDING,
FULFIL THEIR OBLIGATION TO CONVERT. THE NEW SHARES
ARE ENTITLED TO A DIVIDEND FROM THE BEGINNING
OF THE FINANCIAL YEAR IN WHICH THEY ARE CREATED
BY EXERCISE OF CONVERSION OR OPTION RIGHTS OR
BY FULFILMENT OF THE DUTY TO CONVERT.
* NOTE 4: PLEASE NOTE THE REVISED NOTICE REFLECTING Non-Voting
THE DETAILED WORDING OF RESOLUTIONS. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
DEUTSCHE BANK AG, FRANKFURT AM MAIN OGM MEETING DATE: 06/02/2004
ISSUER: D18190898000 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* NOTE 1: PLEASE NOTE THAT THIS IS THE SECOND PART Non-Voting
OF THE ANNUAL GENERAL METTING NOTICE SENT UNDER
MEETING #119753 WITH THE COUNTERPROPOSALS PUT
FORWARD BY THE SHAREHOLDERS
* NOTE 2: COUNTERPROPOSALS RECEIVED ARE CLASSIFIED Non-Voting
INTO TWO GROUPS: DEUTSCHE BANK DESIGNATES WITH
CAPITAL LETTERS THOSE COUNTERPROPOSALS FOR WHICH,
IF YOU WISH TO VOTE FOR THEM, YOU NEED ONLY TICK
THE APPROPRIATE CAPITAL LETTER ON THE REPLY FORM.
IN THIS CASE,TOO,HOWEVER,PLEASE TICK THE APPROPRIATE
BOX UNDER THE RESPECTIVE ITEM ON THE AGENDA TO
INDICATE HOW YOU WOULD LIKE TO VOTE IN ORDER
TO MAKE SURE THAT YOUR VOTE IS COUNTED EVEN IF
THE COUNTERPROPOSAL IS NOT MADE, IS RETRACTED
OR, FOR SOME OTHER REASON, IS NOT VOTED ON AT
THE GENERAL MEETING. THE OTHER COUNTERPROPOSALS,
WHICH MERELY REJECT PROPOSALS BY THE BOARD OF
MANAGING DIRECTORS AND THE SUPERVISORY BOARD,
OR BY THE SUPERVISORY BOARD ALONE, ARE NOT DESIGNATED
WITH CAPITAL LETTERS. IF YOU WISH TO VOTE FOR
THESE COUNTER-PROPOSALS, YOU MUST VOTE NO TO
THE RESPECTIVE ITEM ON THE AGENDA. FOR DEUTSCHE
BANK S ORDINARY GENERAL MEETING TAKING PLACE
ON WEDNESDAY, JUNE 2,2004 IN FRANKFURT AM MAIN,
DEUTSCHE BANK HAS TO DATE RECEIVED THE FOLLOWING
COUNTERPROPOSALS. THE PROPOSALS AND REASONS ARE
THE AUTHORS VIEWS AS NOTIFIED TO DEUTSCHE BANK.
DEUTSCHE BANK HAS ALSO PLACED ASSERTIONS OF FACT
IN THE INTERNET WITHOUT CHANGING OR VERIFYING
THEM.
* NOTE 3: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
* NOTE 4: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/GEGENANTRAEGE_21.05.04_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
A. SHAREHOLDER HANS-WALTER GRUNEWALDER,WUPPERTAL,RE Shareholder Against
AGENDA ITEM 4: RATIFICATIONOF 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 SUPERVISORY
BOARD CHAIR.
B. SHAREHOLDER DR.MICHAEL T.BOHNDORF,IBIZA,RE AGENDA Shareholder Against
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 FOR THE 2003 FINANCIAL YEAR)AND TO URGE
THE SHAREHOLDERS PRESENT TO VOTE IN FAVOUR OF
MY ABOVE PROPOSAL.
* SHAREHOLDER WILM DIEDRICH MULLER,NEUENBURG,RE Non-Voting
AGENDA ITEM 3: PERSONS,I,THAT IS THE ABOVE-MENTIONED
MR.MULLER,HEREBY PROPOSE THE RESOLUTION THAT
THE ACTS OF MANAGEMENT OF THE BOARD OF MANAGING
DIRECTORS OF THE ABOVE MENTIONED FIRM DEUTSCHE
BANK AG NOT BE RATIFIEDREASON: MY REASON
FOR MAKING THIS PROPOSAL IS THAT I FEEL THAT
MY HUMAN DIGNITY HAS BEEN DEMEANED BY THE BEHAVIOUR
OF THE ABOVE-MENTIONED FIRM DEUTSCHE BANK AG
BECAUSE,WHEN OPENING AN ACCOUNT AS A CUSTOMER,I
HAD TO PROVE MY IDENTITY WITH AN OFFICIAL IDENTITY
CARD .I COULD NOT OWN SUCH AN IDENTITY CARD
MADE OUT IN THE NAME OF MR.WILM DIEDRICH MULLER
.I WOULD LIKE TO ASK YOU WHERE I COULD OBTAIN
SUCH AN IDENTITY CARD.
* SHAREHOLDER HERBERT WITT,MANTEL,RE AGENDA ITEMS Non-Voting
3 AND 4: IT IS PROPOSED THATRATIFICATION OF
THE ACTS OF MANAGEMENT OF THE BOARD OF MANAG-
ING DIRECTORS AND OF THE SUPERVISORY BOARD BE
REFUSED. REASON: IN 2003,DR.ACKERMANN S SALARY
ROSE BY 60 %TO MORE THAN EUR 11 MILLION.SUCH
A SALARY INCREASE IS TO BE REGARDED AS EXCESSIVE
COMPENSATION IN VIEW OF THE BURDENS ON EMPLOYEES
AND ACCORDING TO THE PRINCIPLES OF THE SOCIAL
MARKET ECONOMY. THE EMPHASIS ON THE SOCIAL ELEMENT
AND ON SOLIDARITY BETWEEN EMPLOYEES AND CORPORATE
EXECUTIVES WAS AN EXTREMELY IMPORTANT ACHIEVEMENT
IN POST-WAR GERMANY. A PART OF THIS WAS THAT
MEMBERS OF EXECUTIVE BOARDS AND SUPERVISORY BOARDS
DEMONSTRATED A SENSE OF PROPORTION IN THEIR SALARIES.
UNFORTUNATELY,THE EXORBITANT INCREASE IN DR.ACKERMANN
S SALARY IS A PARTICULARLY FLAGRANT EXAMPLE OF
HOW THE CULTURE OF SOLIDARITY AND PROPORTION
HAS GIVEN WAY TO THE ANTI-CULTURE OF GREED.THE
SELF-SERVICE MENTALITY ON THE PART OF THE BOSSES
,OF WHICH THIS IS AN EXPRESSION,HAS A DEMOTIVATING
EFFECT ON DEUTSCHE BANK S MANY EMPLOYEES AND
COULD POTENTIALLY DISTURB THE SOCIAL PEACE IN
OUR COUNTRY.WITH THIS VERY EXCESSIVE SALARY INCREASE,DR.ACKERMANN
BECOMES A SYMBOL OF CORPORATE EXECUTIVES WHO
PREACH WATER TO EMPLOYEES AND DRINK WINE IN EXCESS
THEMSELVES. THIS IS REGARDED BY MANY EMPLOYEES
AS AN INSULT AND AS THE TERMINATION OF SOLIDARITY.REFERENCES
TO AMERICAN CONDITIONS ARE NO HELP.CRITICISM
OF THE DISGUSTING SELF-SERVICE MENTALITY OF THE
CHAIRMAN OF THE BOARD OF MANAGING DIRECTORS HAS
NOTHING TO DO WITH A DISCUSSION ABOUT ENVY,BUT
RATHER WITH FAIRNESS AND SOCIAL JUSTICE. EMPLOYEES
ARE EXPECTED TO SHOW TOTAL MOTIVATION AND WORK
100 %FOR THE BANK AND ITS CUSTOMERS - EVEN THOUGH
THEY EARN AN ANNUAL SALARY OF ONLY EUR 70,000
ONE COULD EXPECT DR.ACKERMANN TO WORK WITH MOTIVATION
EVEN IF HE ONLY EARNED A SALARY IN THE LOW
SINGLE-DIGIT MILLION RANGE. RATIFICATION OF THE
ACTS OF MANAGEMENT OF THE SUPERVISORY BOARD IS
TO BE REFUSED BECAUSE IT CONDONED AND APPROVED
DR.ACKERMANN S INDECENTLY EXCESSIVE SALARY.
* SHAREHOLDER EDUARD BERNHARD,KLEINOSTHEIM,RE AGENDA Non-Voting
ITEMS 3 AND 4: NON-RATIFICATION OF THE ACTS
OF MANAGEMENT OF THE BOARD OF MANAGING DIRECTORS
FOR THE 2003 FINANCIAL YEAR REASON: -INCREASE
IN THE TOTAL PER CAPITA COMPENSATION OF THE BOARD
OF MANAGING DIRECTORS FROM 2002 TO 2003 BY 58.50
%(ACCORDING TO DIE WELT OF APRIL 16,,2004).THIS
IS UNREASONABLE COMPARED WITH WHAT DB EMPLOYEES
EARN. - LACK OF INFORMATION ON SITUATION AS TO
WHETHER THERE IS D&O INSURANCE FOR MEMBERS OF
THE BOARD OF MANAGING DIRECTORS AND OF THE SUPERVISORY
BOARD.IF THERE IS,IN WHAT AMOUNT PER CAPITA,AND
WHO BEARS THE COSTS (IN WHAT AMOUNT)? -LACK OF
INFORMATION ON THE NUMBER OF DB EMPLOYEES WHO
WERE POSSIBLY AFFECTED PHYSICALLY ON 02.11.01
BY THE TERRORIST AIRCRAFT ATTACK IN NEW YORK,OR
STILL ARE TODAY] -LACK OF INFORMATION ABOUT THE
EXTENT TO WHICH INSURANCE PAYMENTS AROSE WITH
RESPECT TO DAMAGE TO DB BY TERRORIST ATTACKS
ON 02.11.01 IN THE U.S.A.,AND HOW HIGH ASSET/FINANCIAL
LOSSES ARE AS PER TODAY? -TO BE SHARPLY CRITICIZED:BEHAVIOUR
OF DR.JOSEF ACKERMANN,CHAIRMAN OF THE BOARD OF
MANAGING DIRECTORS,IN CONNECTION WITH MANNESMANN
- VODAFON SCANDAL,AS RESPONSIBLE MEMBER OF THE
SUPERVISORY BOARD,THE RELATED COURT PROCEEDINGS
AND INDICTMENT - ALSO AGAINST OTHER RESPONSIBLE
PARTIES - HAVE LED TO CRITICAL REPORTS IN MANY
CASES ON THE REPUTATION OF DEUTSCHE BANK AS A
RESULT OF THE LEGAL PROCEEDINGS WHICH HAVE LASTED
FOR MONTHS. -LACK OF ACTIVITIES AND LACK OF REPORTING
ON A PROGRAMME AT ALL DB OFFICES TO CONSERVE
ENERGY (E.G.ECONOMY LAMPS),TO SAVE PAPER (RECYCLING)AND
THE POSSIBLE INSTALLATION OF SOLAR FACILITIES
ON DB BUILDINGS.IT SHOULD ALSO BE CONSIDERED
THAT SOLAR ENERGY IS BEING FINANCIALLY PROMOTED
IN THE LONG TERM BY THE RENEWABLE-ENERGY ACT
(EEC)AND COULD CREATE NEW JOBS] -LACK OF INFORMATION
ON CONSULTING AGREEMENTS IN GERMANY AND ABROAD,I.E.
INFORMATION ABOUT COMPANY NAMES,REASONS,AND WHAT
ORDER VOLUME IN EUROS. IN THIS CONNECTION,INFORMATION
SHOULD ALSO BE GIVEN ON WHETHER CONSULTING AGREEMENTS
ALSO INCLUDE CLAUSES ON POSSIBLE INCORRECT ADVICE
AND ITS SETTLEMENT. NON-RATIFICATION OF THE
ACTS OF MANAGEMENT OF THE SUPERVISORY BOARD FOR
THE 2003 FINANCIAL YEAR REASON: 1)REFUSAL
UP TO NOW TO TAKE WORD-BY-WORD MINUTES OF THE
ENTIRE PROCEEDINGS OF THE GENERAL MEETING OF
SHAREHOLDERS. NOTE: IF WORD-BY-WORD MINUTES HAD
BEEN TAKEN AT THE GENERAL MEETING OF SHAREHOLDERS
LIQUIDATION MANNESMANN - VODAFON ON 22.08.01
IN DUESSELDORF,THERE WOULD NOT HAVE BEEN A TRIAL
AGAINST,AMONG OTHERS,DB CHAIRMAN DR.J.ACKERMANN
(ACCORDING TO LATEST MEDIA REPORTS). 2)LACK OF
CONTROL OF THE WORK OF THE BOARD OF MANAGING
DIRECTORS AND LACK OF OWN ACTIVITIES THROUGH
BETTER MEDIA INITIATIVES WITH RESPECT TO MANY
PUBLIC REPORTS ON DEUTSCHE BANK.(E.G.MERGER BETWEEN
BANKS,RELOCATION OF DOMICILE TO ENGLAND,COURT
PROCEEDINGS AGAINST CHAIRMAN OF BOARD OF MANAGING
DIRECTORS ETC.).
* SHAREHOLDER PROFESSOR DR.EKKEHARD WENGER,STUTTGART,RE Non-Voting
AGENDA ITEMS 3 AND 4: IT IS PROPOSED THAT RATIFICATION
OF THE ACTS OF MANAGEMENT OF THE BOARD OF MANAGING
DIRECTORS FOR THE 2003 FINANCIAL YEAR BE REFUSED.
REASONS: THE BOARD OF MANAGING DIRECTORS HAS
PROVED INCAPABLE OF GETTING THE MANAGEMENT DISASTER
AT DAIMLERCHRYSLER,STILL DEUTSCHE BANK S MOST
IMPORTANT INDUSTRIAL SHAREHOLDING,UNDER CONTROL.IT
IS NOT JUST SINCE THE MERGER WITH CHRYSLER,THE
BIGGEST MISTAKE EVER MADE BY A GERMAN COMPANY,THAT
THE DAIMLER SHARE HAS PERFORMED DISASTROUSLY
BY ANY CONCEIVABLE STANDARD.ALTHOUGH,AS A RESULT
OF THIS, DEUTSCHE BANK SUFFERED DAMAGES RUNNING
INTO THE DOUBLE-DIGIT BILLIONS,ITS BOARD OF MANAGING
DIRECTORS DOES NOT MAKE SURE THAT THE TWO PERSONS
MAINLY TO BLAME, I.E.HILMAR KOPPER AND JUERGEN
SCHREMPP,ARE REPLACED,BUT ACTUALLY OFFERS THEM
COVER IN THE FORM OF EXPRESSIONS OF CONFIDENCE
FROM CHIEF EXECUTIVE JOSEF ACKERMANN.A SATIRIST
COULD BE TEMPTED TO ASK WHETHER THIS ABSTINATE
CLINGING ON TO HILMAR KOPPER AND JURGEN SCHREMPP,THE
GUARANTORS OF FAILURE,AND THE RESULTING WEAKENING
OF OUR LARGEST DOMESTIC COMPANY MIGHT NOT BE
ACKERMANN S REVENGE ON GERMANY AS A BUSINESS
LOCATION AFTER HIS EFFORTS TO HELP MANNESMANN
AG WIN A REPUTATION FOR BEING A GOOD EMPLOYER
- FOR MONEYGRABBING MEMBERS OF THE MANAGEMENT
BOARD AND SUPERVISORY BOARD - WERE SO BADLY RECEIVED
BUT REALITY ACTUALLY DOES BETTER THAN SATIRE
IN ANY CONCEIVABLE FORM.IN AN UNSPEAKABLE ARTICLE
IN THE WELT AM SONNTAG ISSUE OF MAY 2,2004,HILMAR
KOPPER IS PRESENTED AS BEING AS SOLID AS A ROCK
IN REPEATEDLY PROTECTING HIS BOYS JURGEN
SCHREMPP,ROLF BREUER AND JOSEF ACKERMANN AND
BOXING THEM FREE .IN OTHER WORDS:THE PRIMOGENITOR
OF CAPITAL DESTRUCTION,UNDER WHOSE CONTROL EDZARD
REUTER HAD ALREADY BEEN ALLOWED TO DO HIS WORST
AND WHO AT THE SAME TIME HAD INITIATED DEUTSCHE
BANK S RELEGATION INTO THE SECOND DIVISION,THEREBY
DEGRADING THE BANK INTO AN OBJECT OF THE TAKEOVER
PHANTASIES OF PREVIOUSLY FAR INFERIOR COMPETITORS,SUPPORTS
THE BOYS WHO SHOULD HAVE THROWN HIM OUT LONG
BEFORE, BUT WHO APPARENTLY WERE NOT EVEN MENTALLY
IN A POSITION TO DO SO. IT IS NOT THE JOB OF
A DEUTSCHE BANK SHAREHOLDER TO CONTINUE TO PROVIDE
A PLATFORM FOR KOPPER &SONS - AS WELT AM
SONNTAG PUT IT SO NICELY - ON WHICH THE OLD
BOY AND HIS SUCCESSORS CAN FIGHT OUT THEIR UNRESOLVED
PROBLEMS.THE TIME HAS COME TO CLEAR UP THE MATTER
ONCE AND FOR ALL.
* IT IS PROPOSED THAT RATIFICATION OF THE ACTS Non-Voting
OF MANAGEMENT OF THE SUPERVISORY BOARD BE REFUSED.
REASONS: IN JUST A FEW YEARS SUBSTANTIAL PARTS
OF THE SHAREHOLDERS ASSETS HAVE BEEN SUCCESSFULLY
TRANSFERRED TO MANAGEMENT BY MEANS OF SHARE-BASED
COMPENSATION SCHEMES.IF ONE ADDS UP ALL SHARE-BASED
COMPENSATION SCHEMES MENTIONED IN THE LATEST
ANNUAL REPORT,MANAGEMENT TAKES ABOUT 20 %OF THE
BANK S POTENTIAL VALUE GROWTH.THIS DOES NOT
INCLUDE SHARES FROM ALREADY EXPIRED STOCK OPTION
PROGRAMS AND POSSIBLY STILL IN THE HANDS OF SENIOR
EXECUTIVES.IN ADDITION,IF YOU CONSIDER THAT IN
FEBRUARY 2003,I.E.COINCIDING PRETTY CLOSELY WITH
A LONG TIME STOCK MARKET LOW, MORE THAN 14 MILLION
OPTIONS WERE AWARDED WHICH BY NOW ARE DEEP IN
THE MONEY, YOU GET THE IMPRESSION THAT THE SUPERVISORY
BOARD AT LEAST LOOKS ON PASSIVELY AND POSSIBLY
EVEN GIVES ACTIVE SUPPORT AS MANAGEMENT ENRICHES
ITSELF WITHOUT CREATING ADDED VALUE FOR THE SHAREHOLDER.IF
THE SUPERVISORY BOARD INTENDS TO HELP MANAGEMENT
GET ITS HANDS ON THE ENTIRE BANK,THEN IT SHOULD
DO SO OPENLY AND PUT A MANAGEMENT BUYOUT ON THE
AGENDA INSTEAD OF JUST ASSISTING WITH THE CONTINUOUS
IMPAIRMENT OF SHAREHOLDERS ASSETSIF THE BIG
MONEYGRABBERS FROM THE INVESTMENT BANK CONSIDER
THEIR EXCESSIVE COMPENSATION AS BEING MARKET
STANDARD THEY SHOULD ALSO TAKE THE RISK OF A
BEAR MARKET BY ACQUIRING DEUTSCHE BANK IN FULL
INSTEAD OF CASHING IN WHEN TIMES ARE GOOD AND
LEAVING THE RISK OF LOSSES TO SHAREHOLDERS IN
BAD TIMES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
A. *Management Position Unknown
B. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
TOYS 'R' US, INC. TOY ANNUAL MEETING DATE: 06/02/2004
ISSUER: 892335100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROANN COSTIN Management For For
JOHN H. EYLER, JR. Management For For
ROGER N. FARAH Management For For
PETER A. GEORGESCU Management For For
CINDA A. HALLMAN Management For For
CALVIN HILL Management For For
NANCY KARCH Management For For
NORMAN S. MATTHEWS Management For For
ARTHUR B. NEWMAN Management For For
FRANK R. NOONAN Management For For
02 STOCKHOLDER PROPOSAL REGARDING VOTING. Shareholder Against For
CIPHERGEN BIOSYSTEMS, INC. CIPH ANNUAL MEETING DATE: 06/03/2004
ISSUER: 17252Y104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES L. RATHMANN Management For For
MICHAEL J. CALLAGHAN Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2004.
03 TO APPROVE THE AMENDED AND RESTATED 2000 STOCK Management Against Against
PLAN.
04 TO APPROVE AN AMENDMENT TO RESERVE AN ADDITIONAL Management For For
250,000 SHARES OF THE COMPANY S COMMON STOCK
FOR ISSUANCE UNDER THE 2000 EMPLOYEE STOCK PURCHASE
PLAN.
METRO AG, DUESSELDORF AGM MEETING DATE: 06/04/2004
ISSUER: D53968125000 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 345,261,366.62 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.020 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.122 PER PREFERENCE
SHARE; EUR 11,664,934.51 SHALL BE CARRIED FORWARD;
AND EX-DIVIDEND AND PAYABLE DATE: 07 JUN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT FASSELT + PARTNER, DUISBURG, AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2004
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN ORDINARY Management For *Management Position Unknown
AND/OR PREF. SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NOT DIFFERING MORE THAN 20%.
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
04 DEC 2005; TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO OFFER THE SHARES TO THIRD PARTIES
IN CONNECTION WITH MERGERS AND ACQUISITIONS,
TO RETIRE THE SHARES, TO DISPOSE OF THE SHARES
IN ANOTHER MANNER IF THEY ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, AND
TO USE THE SHARES FOR SATISFYING EXISTING CONV.
OR OPTION RIGHTS OR WITHIN THE SCOPE OF THE COMPANY
S STOCK OPTION PLAN
7. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management For *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 100,000,000 THROUGH THROUGH
THE ISSUE OF NEW SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR THE
BONDHOLDERS, AND FOR A CAPITAL INCREASE OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION OF UP TO EUR
85,000,000 AGAINST CONTRIBUTIONS IN KIND, AND
IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE
OR OPTION RIGHTS AND CORRESPONDINGLY AMEND THE
ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management For *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO TO EUR 125,000,000 THROUGH
THROUGH THE ISSUE OF NEW ORDINARY SHARES AGAINST
PAYMENT IN KIND, ON OR BEFORE 03 JUN 2009; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED; AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MDS SHALL BE AUTHORIZED, Management For *Management Position Unknown
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
ISSUE BONDS OF UP TO EUR 1,000,000,000, HAVING
A TERM OF UP TO15 YEARS AND CONFERRING OPTION
AND/OR CONV.RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BONDHOLDERS, AND FOR THE ISSUE OF BONDS AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE; THE SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 127,825,000 THROUGH
THE ISSUE OF UP TO 50,000,000 NEW ORDINARY SHARES,
INSOFAR AS OPTION AND/OR CONV. RIGHTS ARE EXERCISED;
AND CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
10. APPROVE THAT EACH MEMBER OF THE SUPERVISORY BOARD Management For *Management Position Unknown
SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF
EUR 35,000 PLUS A VARIABLE REMUNERATION OF EUR
600 FOR EVERY EUR 25,000,000 OF THE EBT IN EXCESS
OF AN AVERAGE EBT OF EUR 100,000,000 DURING THE
LAST THREE YEARS; THE CHAIRMAN SHALL RECEIVE
THREE TIMES, THE DEPUTY CHAIRMAN AND CHAIRMEN
OF SUPERVISORY BOARD COMMITTEES TWICE, COMMITTEE
MEMBERS ONE AND HALFTIMES, THESE AMOUNTS; AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
MAXIS COMMUNICATIONS BHD AGM MEETING DATE: 06/07/2004
ISSUER: Y5903J108000 ISIN: MYL5051OO007
SEDOL: 6530523
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* RECEIVE THE DIRECTORS REPORT AND THE FINANCIAL Non-Voting *Management Position Unknown
STATEMENTS FOR THE FYE 31 DEC2003 AND THE AUDITORS
REPORT THEREON
1. DECLARE A FINAL GROSS DIVIDEND OF 13.89 SEN PER Management For *Management Position Unknown
ORDINARY SHARE LESS MALAYSIANINCOME TAX AT 28%
FOR THE FYE 31 DEC 2003
2. RE-ELECT MR. ENCIK TAN POH CHING AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION PURSUANT TO ARTICLE 114
OF THE COMPANY S ARTICLES OF ASSOCIATION
3. RE-ELECT MR. Y. BHG. DATUK MEGAT ZAHARUDDIN BIN Management For *Management Position Unknown
MEGAT MOHD. NOR AS A DIRECTOR, WHO RETIRES PURSUANT
TO ARTICLE 121 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
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 COMPANY: Management For *Management Position Unknown
THE EXISTING ARTICLE 170 BE DELETED WITH A NEW
ARTICLE 170
MAXIS COMMUNICATIONS BHD EGM MEETING DATE: 06/07/2004
ISSUER: Y5903J108000 ISIN: MYL5051OO007
SEDOL: 6530523
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
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 TO THIS
RESOLUTION
2. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
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 RESOLUTION
3. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
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 SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
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
RESOLUTION
5. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
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 SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
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 SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
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
9. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For *Management Position Unknown
PURSUANT TO THE AUTHORITY TOTHE 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 REQUIRED BY LAW
TO BE HELD
8. AUTHORIZE THE DIRECTOR, SUBJECT TO THE APPROVALS Management For *Management Position Unknown
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 AMENDED AND RESTATED BYE-LAWS
HUNTER DOUGLAS NV AGM MEETING DATE: 06/08/2004
ISSUER: N4327C122000 ISIN: ANN4327C1220 BLOCKING
SEDOL: 5289923, 5291810, 5890507
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORT TO THE SHAREHOLDERS Management For *Management Position Unknown
2. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management For *Management Position Unknown
OF 2003
3. APPROVE THE MANAGEMENT AND GRANT DISCHARGE OF Management For *Management Position Unknown
THE BOARD OF MANAGEMENT
4. APPROVE THE ESTABLISHMENT OF DIVIDEND COMMON SHARES Management For *Management Position Unknown
5. APPOINT THE MEMBERS OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
6. APPOINT THE AUDITORS Management For *Management Position Unknown
7. APPROVE THE CANCELLATION OF SHARES PURCHASED Management For *Management Position Unknown
8. OTHER BUSINESS Other For *Management Position Unknown
HUNTER DOUGLAS NV OGM MEETING DATE: 06/08/2004
ISSUER: N4327C122000 ISIN: ANN4327C1220 BLOCKING
SEDOL: 5289923, 5291810, 5890507
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DIVIDEND DISTRIBUTION Management For *Management Position Unknown
2. OTHER BUSINESS Other For *Management Position Unknown
MAN AG, MUENCHEN AGM MEETING DATE: 06/09/2004
ISSUER: D51716104000 ISIN: DE0005937007 BLOCKING
SEDOL: 4546373, 5563520, 5628883
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 110,280,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.75 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 0.75 PER PREFERENCE
SHARE; AND EX-DIVIDEND AND PAYABLE DATE: 10 JUN
2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE UP TO 14,704,000 ORDINARY AND/OR PREFERENCE
SHARES, AT PRICES NOT DEVIATING MORE THAN 20%
FROM THEIR MARKET PRICE, ON OR BEFORE 08 DEC
2005; AND TO SELL THE SHARES AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR
ACQUISITION PURPOSES, TO FLOAT THE SHARES ON
FOREIGN STOCK EXCHANGES AND TO RETIRE THE SHARES
6. APPROVE TO INCREASE THE BASIC REMUNERATION OF Management For *Management Position Unknown
THE MEMBERS OF THE SUPERVISORY BOARD FROM EUR
2,500 TO EUR 10,000 AND AMEND THE ARTICLES OF
ASSOCIATION CORRESPONDINGLY
8. APPOINT BDO DEUTSCHE WARENTREUHAND AG, MUNI, Management For *Management Position Unknown
AS THE AUDITORS FOR THE FY 2004
7. APPROVE THE COMPANY S CONTRO AND PROFIT TRANSFER Management For *Management Position Unknown
AGREEMENT WITH ITS WHOLLY-OWNED SUBSIDIARY MAN
ALTERSVERSORGUNG GMBH, EFFECTIVE RETROACTIVELY
FROM 01 JAN 2004, UNTIL AT LEAST 31 DEC 2008
NEWPARK RESOURCES, INC. NR ANNUAL MEETING DATE: 06/09/2004
ISSUER: 651718504 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JERRY W. BOX Management For For
W. THOMAS BALLANTINE Management For For
JAMES D. COLE Management For For
DAVID P. HUNT Management For For
ALAN J. KAUFMAN Management For For
JAMES H. STONE Management For For
ROGER C. STULL Management For For
F. WALKER TUCEI, JR. Management For For
02 PROPOSAL TO ADOPT THE 2004 NON-EMPLOYEE DIRECTORS Management For For
STOCK OPTION PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF AUDITORS. Management For For
SYLVAN INC. SYLN SPECIAL MEETING DATE: 06/09/2004
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED NOVEMBER 16, 2003, AND ENTERED INTO AMONG
SYLVAN INC., SNYDER ASSOCIATED COMPANIES, INC.
AND SAC HOLDING CO. AND THE MERGER CONTEMPLATED
THEREBY.
AVENTIS MIX MEETING DATE: 06/11/2004
ISSUER: F0590R100000 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
E.8 AMEND PARAGRAPH 2 OF ARTICLE 11 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION TO CHANGE THE TERM
OF APPOINTMENT OF MEMBERS OF THE MANAGEMENT BOARD
TO 3 YEARS FROM 5 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. JEAN-MARC BRUEL AS A MEMBER OF SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MARTIN FRUHAUF AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. SERGE KAMPF AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. HUBERT MARKL AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.14 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. GUNTER METZ AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.15 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. DIDIER PINEAU-VALENCIENNE AS A MEMBER
OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.16 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. SEHAM RAZZOUQI AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2003 SHOWING A CONSOLIDATED
NET PROFIT OF EUR 1,901,270,000
O.4 APPROVE THE AGREEMENTS MENTIONED IN THE AUDITORS Management For
SPECIAL REPORT REGULATED AGREEMENTS
O.5 AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE UP Management For
TO A MAXIMUM OF 80,229,280 OF THE COMPANY S OWN
SHARES, OR LESS THAN 10% OF THE NUMBER OF SHARES
OUTSTANDING FOR THE FOLLOWING PURPOSES: A) STABILIZE
THE TRADING PRICE OF THE COMPANY S STOCK; B)
BUY AND TO SELL THE COMPANY S SHARES IN CONSIDERATION
OF MARKET CONDITIONS; C) GRANT SHARES TO EMPLOYEES
OR DIRECTORS AND OFFICERS OF THE COMPANY; D)
HOLD SUCH SHARES AND TRANSFER THEM BY ANY MEANS,
INCLUDING BY MEANS OF OPTION TRANSACTIONS, IN
PARTICULAR VIA THEIR SALE ON THE STOCK MARKET
OR OVER THE COUNTER, THE SALE OF BLOCKS OF SHARES
IN CONNECTION WITH PUBLIC PURCHASE, EXCHANGE
OR SALE OFFERINGS, AND THE PURCHASE OR THE SALE
OF BUY OR SELL OPTIONS; E) USE SUCH SHARES IN
ANY OTHER APPROPRIATE MANNER TO OPTIMIZE THE
MANAGEMENT OF THE STOCKHOLDERS EQUITY OF THE
COMPANY AND TO EFFECT TRANSACTIONS TO FURTHER
THE EXTERNAL GROWTH OF THE COMPANY; F) CANCEL
THE ACQUIRED SHARES; MAXIMUM PURCHASE PRICE SHALL
NOT EXCEED EUR 100 AND THE MINIMUM SALE PRICE
SHALL NOT BE LESS THAN EUR 50; AUTHORIZATION
IS GRANTED FOR A PERIOD OF 18 MONTHS
O.17 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MICHEL RENAULT AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.18 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. HANS-JURGEN SCHINZLER AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.19 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MARC VIENOT AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.20 GRANT FULL POWERS TO THE BEARER OF A COPY OR Management For
EXTRACT OF THE MINUTES OF THIS MEETING TO UNDERTAKE
ANY FORMALITIES FOR PUBLIC NOTICE OR RECORDING
PURPOSES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.6 APPOINT MR. YVES NICOLAS AS A SUBSTITUTE AUDITOR Management For
UNTIL THE CLOSE OF THE GENERAL MEETING CONVENED
TO VOTE ON THE ACCOUNTS FOR 2005
E.9 AMEND PARAGRAPH 2 OF ARTICLE 13 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION TO CHANGE THE TERM
OF APPOINTMENT OF NEW SUPERVISORY BOARD MEMBERS
TO 3 YEARS FROM 5 YEARS
E.7 APPROVE TO COMPLY WITH THE NEW PROVISIONS OF Management For
ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE
TO AMEND PARAGRAPHS 1.A, 1.B AND 3 OF ARTICLE
7 OF THE COMPANY S ARTICLES OF ASSOCIATION, PERTAINING
TO THE NOTICE PERIOD FOR DECLARING THE CROSSING
OF THRESHOLDS IN THE COMPANY S SHARE CAPITAL
AND THAT THIS PERIOD BE REDUCED TO 5 TRADING
DAYS AS FROM THE DATE ON WHICH THE THRESHOLD
HAS BEEN CROSSED FROM 15 DAYS
O.1 APPROVE THE COMPANY S FINANCIAL STATEMENTS THE Management For
PARENT-COMPANY FINANCIAL STATEMENTS FOR THE
YE 31 DEC 2003 SHOWING A NET PROFIT OF EUR 847,051,268.13
O.3 APPROVE THE APPROPRIATION OF EARNINGS AND A NET Management For
DIVIDEND OF EUR 0.82 ASSOCIATED WITH A TAX CREDIT
OF EUR 0.41 FOR A GROSS DIVIDEND OF EUR 1.23
AND THAT THE COUPON BE DETACHED ON 15 JUN 2004
AND THE DIVIDEND BE PAYABLE IN EUROS AS OF 15
JUL 2004
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
E.8 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
O.14 *Management Position Unknown
O.15 *Management Position Unknown
O.16 *Management Position Unknown
O.2 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
O.19 *Management Position Unknown
O.20 *Management Position Unknown
* *Management Position Unknown
O.6 *Management Position Unknown
E.9 *Management Position Unknown
E.7 *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
ALTADIS SA AGM MEETING DATE: 06/15/2004
ISSUER: E0432C106000 ISIN: ES0177040013
SEDOL: 5444012, 5843114, 5860652
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* IN ACCORDANCE WITH CURRENT LEGAL REGULATIONS Non-Voting
AND THE COMPANY BY-LAWS, AT ITS MEETING ON 11
MAY 2004, AND WITH THE REQUIRED PRESENCE OF ITS
LEGAL REPRESENTATIVE, THE BOARD OF DIRECTORS
OF ALTADIS, S.A., UNANIMOUSLY RESOLVED TO CALL
AN ORDINARY GENERAL MEETING OF SHAREHOLDERS,
TO BE HELD AT SECOND CALL IN MADRID, AT THE IFEMA,
AUDITORIUM (2ND FLOOR), PARQUE FERIAL JUAN CARLOS
I, CAMPO DE LAS NACIONES, AT 16:00, ON JUNE 15TH
2004 (IN THE EVENT THAT THE MEETING IS NOT HELD
AT FIRST NOTICE, LIKEWISE CALLED AT THE SAME
PLACE AND TIME THE PREVIOUS DAY, JUNE 14TH 2003)
TO DISCUSS AND DECIDE UPON THE FOLLOWING ITEMS
(PLEASE ALSO BE ADVISED THAT ADDITIONAL INFORMATION
CONCERNING ALTADIS, S.A. CAN ALSO BE VIEWED ON
THE COMPANY S WEBSITE: WWW.ALTADIS.COM AND
THE LINKS LISTED):
1. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
ANNUAL ACCOUNTS (BALANCE SHEET, PROFIT AND LOSS
ACCOUNT AND REPORT) AND THE MANAGEMENT REPORT,
AS WELL AS THE MANAGEMENT OF THE BOARD OF DIRECTORS,
FOR THE YEAR 2003, OF ALTADIS, S.A. AND ITS CONSOLIDATED
GROUP AND THE PROPOSED APPLICATION OF RESULTS
AND DISTRIBUTION OF DIVIDENDS. IT IS PROPOSED
TO APPROVE THE ANNUAL ACCOUNTS (BALANCE SHEET,
PROFIT AND LOSS ACCOUNT AND REPORT), AND THE
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER
2003 OF THE COMPANY AND ITS CONSOLIDATED GROUP,
AND TO APPROVE THE CORPORATE MANAGEMENT AND DECIDE
ON THE APPLICATION OF THE RESULTS WHICH CONSISTS
OF PAYING, FROM THE PROFITS OF THE YEAR (EURO
291,353 THOUSAND), A DIVIDEND OF EURO 0.80 PER
SHARE. THE REMAINDER SHALL BE DESTINED TO INCREASE
THE BALANCE OF THE VOLUNTARY RESERVES OF ALTADIS,
S.A. CONSEQUENTLY, THE RESOLUTION OF THE BOARD
TO PAY A DIVIDEND OF EURO 0.35 PER SHARE IS RATIFIED
AND IT IS PROPOSED TO PAY A SUPPLEMENTARY DIVIDEND
IN THE AMOUNT OF EURO 0.45 PER SHARE, ON 22 JUNE
2004, WHICH WOULD BRING THE TOTAL DIVIDEND OF
THE YEAR TO EURO 0.80 PER SHARE
2. RATIFICATION OF BOARD MEMBERS. IN ACCORDANCE Management For
WITH ARTICLE 34 OF THE BY-LAWS, IT IS PROPOSED
TO RATIFY THE APPOINTMENT AS MEMBERS OF THE BOARD
OF DIRECTORS OF THOSE DIRECTORS APPOINTED BY
CO-OPTATION TO OCCUPY SUCH POSTS DURING THE TIME-PERIOD
FROM THE ORDINARY GENERAL SHAREHOLDERS MEETING
OF 10 JUNE 2003 UP TO THE DATE OF THE PRESENT
GENERAL SHAREHOLDERS MEETING
3. APPOINTMENT OR RE-ELECTION OF AUDITORS OF ALTADIS, Management For
S.A. AND ITS CONSOLIDATED GROUP FOR 2004. IT
IS PROPOSED TO RE-ELECT AS AUDITORS OF THE COMPANY
AND ITS CONSOLIDATED GROUP, THE COMPANY DELOITTE
& TOUCHE ESPANA, S.L. , WHICH WILL CARRY OUT
THE AUDIT FOR 2004, EMPOWERING THE BOARD OF DIRECTORS,
WHICH MAY DELEGATE TO THIS END THE AUDIT AND
CONTROL COMMITTEE, TO ENTER INTO THE CORRESPONDING
SERVICE AGREEMENT, BASED ON THE REMUNERATION
FOR THE PREVIOUS YEAR, WITH THE CLAUSES AND CONDITIONS
IT MAY DEEM CONVENIENT, HAVING ALSO THE POWERS
TO CARRY OUT ANY MODIFICATIONS AS MAY BE PERTINENT
IN ACCORDANCE WITH THE LEGISLATION IN FORCE AT
ALL TIMES
4. REDUCTION OF SHARE CAPITAL BY WAY OF AMORTISATION Management For
OF OWN SHARES, GIVING RISE TO REVISED TEXT OF
BY-LAWS ARTICLE ON SHARE CAPITAL. THE RESOLUTION
PUT FORWARD FOR THE APPROVAL OF THE GENERAL SHAREHOLDERS
MEETING BY THE BOARD OF DIRECTORS IN RELATION
WITH THIS MATTER IS TRANSCRIBED BELOW: REDUCE
THE SHARE CAPITAL OF THE COMPANY IN THE AMOUNT
OF EURO 4.350.000, BY WAY OF AMORTISATION OF
7.250.000 OWN SHARES CURRENTLY IN TREASURY STOCK,
WHICH HAVE BEEN PREVIOUSLY ACQUIRED UNDER AUTHORISATION
FROM THE GENERAL SHAREHOLDERS MEETING, WITHIN
THE SCOPE OF ARTICLES 75 AND ONWARDS AND UNDER
ADDITIONAL PROVISION 1, SECTION 2, OF THE COMPANIES
ACT. CONSEQUENTLY, ARTICLE 5 OF THE BY-LAWS IS
MODIFIED CONCERNING THE FIGURE FOR THE SHARE
CAPITAL, AND SHALL READ AS FOLLOWS: ARTICLE
5 - SHARE CAPITAL THE SHARE CAPITAL IS ONE HUNDRED
AND SIXTY-NINE MILLION, NINE HUNDRED AND THIRTY-TWO
THOUSAND, EIGHT HUNDRED AND FIFTY-FIVE EURO AND
SIXTY CENT (EURO 169,932,855.60), REPRESENTED
BY TWO HUNDRED AND EIGHTY-THREE MILLION, TWO
HUNDRED AND TWENTY-ONE THOUSAND, FOUR HUNDRED
AND TWENTY-SIX SHARES (283,221,426 SHARES) OF
0.60 NOMINAL EURO EACH, ALL OF THE SAME TYPE,
NUMBERED FROM 1 TO 283,221,426 INCLUSIVE, FULLY
SUBSCRIBED AND PAID UP. THE REDUCTION SHOULD
BE CARRIED OUT IN A MAXIMUM TIME PERIOD OF SIX
MONTHS, FROM THE DATE OF THE PRESENT RESOLUTION.
THE REDUCTION OF CAPITAL IS CHARGED TO RESERVES,
CANCELLING THE UNAVAILABLE RESERVE REFERRED TO
IN ARTICLE 79.3 OF THE COMPANIES ACT. THE REDUCTION
DOES NOT BRING ABOUT ANY RETURN OF CONTRIBUTIONS
GIVEN THAT THE COMPANY ITSELF IS THE OWNER OF
THE AMORTISED SHARES. THEREFORE, THE PURPOSE
OF THE REDUCTION SHALL BE TO AMORTISE OWN SHARES.
IT IS PROPOSED TO DELEGATE TO THE BOARD OF DIRECTORS
THE CARRYING OUT OF ANY PROCEDURES WHICH MAY
BE NECESSARY UNDER LAW IN ORDER TO COMPLETE OR
RECTIFY, AS THE CASE MAY BE, THAT WHICH IS ADOPTED
HERE AND, IN PARTICULAR, IN ORDER THAT THE BOARD
OF DIRECTORS MAY: REQUEST THAT THE AMORTISED
SHARES ARE NOT QUOTED, AS ESTABLISHED UNDER APPLICABLE
LEGISLATION; DRAFT AND PUBLISH, WHERE NECESSARY,
THE ANNOUNCEMENTS REFERRED TO IN ARTICLE 165
OF THE COMPANIES ACT; SHOULD THE RIGHT TO OPPOSE
BE EXERCISED BY ANY OF THE HOLDERS OF THE SAME,
WHERE APPLICABLE, COMPLY WITH THE REQUIREMENTS
ESTABLISHED IN ARTICLE 166, SECTION 3, OF THE
ACT; AND, IN GENERAL, ADOPT ANY RESOLUTIONS AND
CARRY OUT ANY ACTS WHICH MAY BE NECESSARY IN
ORDER TO REDUCE THE CAPITAL AND AMORTISE THE
SHARES, WITH EXPRESS POWERS TO RECTIFY OR COMPLEMENT
PREVIOUS RESOLUTIONS DEPENDING ON THE VERBAL
OR WRITTEN QUALIFICATION GIVEN BY THE MERCANTILE
REGISTRAR, GRANTING THE CORRESPONDING PUBLIC
DEED(S), AND DESIGNATING THE PERSON(S) WHO MAY
INTERVENE IN THE FORMALISATION OF THE SAME. IT
IS ALSO PROPOSED TO DELEGATE, INDISCRIMINATELY,
TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE SECRETARY OF THE BOARD, THE POWERS NECESSARY
IN ORDER TO FORMALISE THE PRESENT RESOLUTION,
BEING ABLE, TO THIS EFFECT, TO GRANT ANY TYPE
OF PUBLIC OR PRIVATE DOCUMENT, INCLUDING TO COMPLEMENT
OR RECTIFY THE RESOLUTION, AND IN ORDER TO PROCEED
WITH THE REGISTRATION OF THE SAME IN THE CORRESPONDING
MERCANTILE REGISTRY AND IN ANY OTHER ENTITIES
AS APPROPRIATE.
5. AUTHORISATION TO THE BOARD OF DIRECTORS TO ACQUIRE Management For
OWN SHARES, DIRECTLY OR THROUGH GROUP ENTITIES,
WITHIN THE LIMITS AND IN ACCORDANCE WITH THE
LEGAL REQUIREMENTS, FOR A MAXIMUM PERIOD OF EIGHTEEN
MONTHS, RENDERING NULL AND VOID THAT PART NOT
USED OF THE AUTHORISATION GRANTED BY THE GENERAL
SHAREHOLDERS MEETING OF 10 JUNE 2003, AND AUTHORISATION
FOR THE SALE AND/OR APPLICATION OF THESE SHARES
TO THE REMUNERATION SYSTEMS ENVISAGED IN ARTICLE
75 OF THE COMPANIES ACT. IT IS PROPOSED TO EXPRESSLY
AUTHORISE THE BOARD OF DIRECTORS, IN ACCORDANCE
WITH ARTICLE 75 OF THE REVISED TEXT IN FORCE
OF THE COMPANIES ACT, TO ACQUIRE SHARES OF ALTADIS,
S.A., EITHER DIRECTLY BY THE COMPANY ITSELF OR
INDIRECTLY THROUGH ENTITIES OF ITS GROUP, UP
TO A MAXIMUM AMOUNT OF SHARES REPRESENTING 5%
OF THE SHARE CAPITAL AND AT A PRICE OR VALUE
WHICH MAY NOT BE LESS THAN THE NOMINAL VALUE
OF THE SHARES OR GREATER THAN THEIR QUOTED PRICE
ON THE STOCK EXCHANGE. THE ACQUISITION FOR WHICH
AUTHORISATION IS REQUESTED MAY BE EFFECTED BY
WAY OF PURCHASE, EXCHANGE, DONATION, ATTRIBUTION,
OR GRANTING OF PAYMENT AND, IN GENERAL, BY ANY
OTHER METHOD OF ACQUISITION BY PAYMENT OF SHARES
IN CIRCULATION AND FULLY PAID UP, INCLUDING THE
USE OF FINANCIAL INSTRUMENTS, IN PARTICULAR ALL
THOSE OPTIONS OPERATIONS (PUTS AND CALLS), AND
FOR A MAXIMUM PERIOD OF EIGHTEEN MONTHS TO RUN
FROM THE ADOPTION OF THIS RESOLUTION. THESE SHARES
WHICH ARE ACQUIRED SHALL NOT ENJOY ANY PUBLIC
RIGHT, NOT EVEN THE VOTING RIGHT, THE ECONOMIC
RIGHTS WHICH CORRESPOND TO THEM BEING ATTRIBUTED
PROPORTIONALLY TO THE REST OF THE SHARES IN ACCORDANCE
WITH ARTICLE 79 OF THE ACT. THE BOARD OF DIRECTORS
IS AUTHORISED TO CREATE AT THE TIME OF ACQUISITION
OF THE SHARES, A SPECIAL UNAVAILABLE RESERVE
ON THE DEBIT SIDE OF ITS BALANCE SHEET WHICH
SHALL BE CHARGED TO FREELY AVAILABLE RESERVES
IN AN AMOUNT EQUIVALENT TO THE ACQUISITION VALUE
OF THE SAID SHARES. THIS AUTHORISATION RENDERS
NULL AND VOID THAT AGREED BY THE GENERAL SHAREHOLDERS
MEETING ON 10 JUNE 2003. SIMILARLY, AND IN ACCORDANCE
WITH PARAGRAPH 2 OF POINT 1 OF ARTICLE 75 OF
THE COMPANIES ACT, EXPRESS AUTHORISATION IS GRANTED
FOR THE ACQUISITION OF THE SHARES OF THE COMPANY
BY ANY OF THE GROUP COMPANIES UNDER THE TERMS
CONTAINED HEREIN. IT IS EXPRESSLY STATED THAT
THE SHARES WHICH ARE ACQUIRED AS A RESULT OF
THIS AUTHORISATION MAY BE ALLOCATED EITHER FOR
SALE OR FOR APPLICATION TO THE REMUNERATION SYSTEMS
OUTLINED IN THE THIRD PARAGRAPH OF SECTION 1
OF ARTICLE 75 OF THE COMPANIES ACT. THE BOARD
OF DIRECTORS SHALL, WHEN APPLICABLE, DECIDE UPON
THE SALE, MAINTENANCE OR AMORTISATION OF THE
SHARES ACQUIRED
6. AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE Management For
ON ONE OR VARIOUS OCCASIONS NON-CONVERTIBLE DEBENTURES,
BONDS OR ANY OTHER VALUES, SHARES AND EFFECTS
AS MAY BE USED TO CREATE OR RECOGNISE A DEBT,
UNDER THE TERMS, TIME LIMITS AND CONDITIONS LEGALLY
ESTABLISHED, RENDERING NULL AND VOID THE PREVIOUS
AUTHORISATION, NOT USED, CONCEDED FOR THIS PURPOSE
BY THE GENERAL SHAREHOLDERS MEETING. IT IS PROPOSED
TO AUTHORISE THE BOARD OF DIRECTORS, IN THE WIDEST
SCOPE PERMITTED BY LAW, TO ISSUE, IN ACCORDANCE
WITH THE REQUIREMENTS INDICATED BY LEGISLATION
IN FORCE, NON-CONVERTIBLE DEBENTURES OR BONDS
OF ANY TYPE, PROMISSORY NOTES, STOCK OPTIONS
OR OTHER SIMILAR VALUES WITH OR WITHOUT OPTION
AND, IN GENERAL, ANY OTHER VALUE OR FINANCIAL
INSTRUMENT, REPRESENTED BY SHARES OR ACCOUNTING
ENTRIES, IN EURO OR ANY OTHER CURRENCY, AS WELL
AS TO APPROVE PLANS OR PROGRAMMES FOR THE ISSUE
OF BONDS, DEBENTURES, PROMISSORY NOTES OR WARRANTS.
THE ABOVE MAY BE ISSUED, AT THE DISCRETION OF
THE BOARD, EITHER ON ONE OCCASION OR ON AS MANY
OCCASIONS AS THE BOARD ITSELF MAY DEEM FIT, AND
THE BOARD, IN TURN, MAY DELEGATE THE POWER INVESTED
IN IT, IN ACCORDANCE WITH THE LAW, TO OTHER BOARD
MEMBERS, TO THE SECRETARY OF THE BOARD AND TO
THE CFO OF THE GROUP IN CASES OF APPROVAL OF
PROGRAMMES OR PLANS FOR ISSUE OF BONDS, DEBENTURES,
PROMISSORY NOTES OR WARRANTS, IN ORDER THAT THEY
MAY SPECIFY THE CONDITIONS OF ISSUE IN LINE WITH
THE BASIS OF THE PLAN OR PROGRAMME OF ISSUE APPROVED
BY THE BOARD OF DIRECTORS. THIS DELEGATION OF
POWERS INCLUDES THE POWER TO DESIGNATE THE INTERVENING
BODY AND TO SET TERMS AND CONDITIONS IN ACCORDANCE
WITH APPLICABLE LEGISLATION. THIS AUTHORISATION
IS GRANTED FOR THE MAXIMUM TIME PERMITTED BY
THE LEGISLATION IN FORCE AND RENDERS NULL AND
VOID THE FORMER AUTHORISATION GRANTED BY THE
GENERAL SHAREHOLDERS MEETING OF 10 JUNE 2003
7. MODIFICATION OF ARTICLE 22 OF THE BY-LAWS (ELIMINATES Management For
THE NEED TO HOLD AT LEAST 50 SHARES TO BE ENTITLED
TO ATTEND THE GENERAL SHAREHOLDERS MEETING),
ARTICLE 23 (INCLUDES CONFERRING REPRESENTATION
BY WAY OF REMOTE COMMUNICATION), ARTICLE 25 (ELIMINATES
THE REQUIREMENT FOR QUALIFIED QUORUMS AND MAJORITIES
FOR THE ADOPTION OF CERTAIN RESOLUTIONS AND INCLUDES
THE EXERCISE OR DELEGATION OF VOTING RIGHT VIA
E-MAIL OR ANY OTHER MEANS OF REMOTE COMMUNICATION)
AND ARTICLE 28 (BROADENS THE SCOPE OF SHAREHOLDERS
RIGHT TO INFORMATION). IT IS PROPOSED TO MODIFY
THE BY-LAWS, AS PROPOSED BY THE BOARD OF DIRECTORS,
AND CONSISTING OF THE MODIFICATION OF ARTICLE
22 OF THE BY-LAWS (ELIMINATES THE NEED TO HOLD
AT LEAST 50 SHARES TO BE ENTITLED TO ATTEND THE
GENERAL SHAREHOLDERS MEETING), ARTICLE 23 (INCLUDES
CONFERRING REPRESENTATION BY WAY OF REMOTE COMMUNICATION),
ARTICLE 25 (ELIMINATES THE REQUIREMENT FOR QUALIFIED
QUORUMS AND MAJORITIES FOR THE ADOPTION OF CERTAIN
RESOLUTIONS AND INCLUDES THE EXERCISE OR DELEGATION
OF VOTING RIGHT VIA E-MAIL OR ANY OTHER MEANS
OF REMOTE COMMUNICATION) AND ARTICLE 28 (BROADENS
THE SCOPE OF SHAREHOLDERS RIGHT TO INFORMATION),
WITH THE FOLLOWING TEXT: ARTICLE 22.- RIGHT
TO ATTEND 1.- ALL OF THE COMPANY SHAREHOLDERS
SHALL BE ENTITLED TO ATTEND THE GENERAL SHAREHOLDERS
MEETING, PROVIDED THEIR SHARES ARE DULY REGISTERED
IN THE ACCOUNTING REGISTER OF THE AUTHORISED
ENTITY FIVE DAYS PRIOR TO THE DATE ON WHICH THE
SHAREHOLDERS MEETING IS TO BE HELD, AND PROVIDED
THEY RETAIN OWNERSHIP OF THESE SHARES ON THAT
DATE. 2.- THE MEMBERS OF THE BOARD OF DIRECTORS
MUST ATTEND THE SHAREHOLDERS MEETING. IF THE
CHAIRMAN CONSIDERS IT NECESSARY, THE SHAREHOLDERS
MEETING MAY BE ATTENDED BY THE GENERAL MANAGERS
AND ALL OTHER EXECUTIVES OR TECHNICAL EXPERTS
OF THE COMPANY AS WELL AS ANY OTHER PERSONS WHOSE
ATTENDANCE IS CONDUCIVE TO THE EFFECTIVE PROGRESS
OF THE MEETING. ARTICLE 23.- REPRESENTATION AT
THE GENERAL SHAREHOLDERS MEETING 1.- ALL SHAREHOLDERS
MAY BE REPRESENTED AT THE GENERAL SHAREHOLDERS
MEETING BY ANY OTHER SHAREHOLDER ENTITLED TO
ATTEND IN HIS/HER OWN RIGHT, WITHOUT PREJUDICE
TO THE PROVISIONS OF ARTICLE 108 OF THE COMPANIES
ACT. 2.- IN THE SAME WAY LEGAL ENTITIES AND MINORS
OR DISABLED PERSONS SHALL ATTEND THE GENERAL
SHAREHOLDERS MEETING THROUGH THEIR AUTHORISED
REPRESENTATIVES WHO MAY, LIKEWISE, DELEGATE SUCH
REPRESENTATION TO ANOTHER SHAREHOLDER. 3.- SUCH
REPRESENTATION SHALL BE CONFERRED EITHER IN WRITING
OR BY ANY OTHER MEANS OF REMOTE COMMUNICATION
WHICH COMPLIES WITH THE REQUIREMENTS ESTABLISHED
BY LAW, AND SHALL BE SPECIFIC FOR EACH SHAREHOLDERS
MEETING. 4.- REPRESENTATION MAY BE REJECTED
WHERE THIS IS CONFERRED TO THE TRUSTEE OR OSTENSIBLE
PARTNER. ARTICLE 25 .- QUORUM AND MAJORITIES
1.- BOTH ORDINARY AND EXTRAORDINARY SHAREHOLDERS
MEETINGS SHALL BE DEEMED TO BE VALIDLY CONVENED
WHERE, AT FIRST OR SECOND CALL, THE PORTION OF
THE SHARE CAPITAL STIPULATED IN THIS RESPECT
AS THE MINIMUM BY CURRENT LEGISLATION IN EACH
CASE IS PRESENT OR REPRESENTED. 2.- RESOLUTIONS
MUST BE ADOPTED BY ONE HALF PLUS ONE OF THE VOTES
ATTACHED TO THE SHARES PRESENT OR REPRESENTED,
EXCEPT WHERE THE LAW REQUIRES A GREATER MAJORITY.
3.- THE RIGHT TO VOTE ON PROPOSALS REGARDING
THE MATTERS ON THE AGENDA AT ANY TYPE OF GENERAL
SHAREHOLDERS MEETING MAY BE DELEGATED OR EXERCISED
BY THE SHAREHOLDERS BY POST, ELECTRONIC MAIL
OR ANY OTHER MEANS OF REMOTE COMMUNICATION, PROVIDED
THAT THE IDENTITY OF THE PARTY EXERCISING HIS/HER
RIGHT TO VOTE IS DULY ESTABLISHED. ARTICLE 28.-
SHAREHOLDERS RIGHT TO INFORMATION 1.- UP TO
THE SEVENTH DAY PRIOR TO THE PLANNED DATE OF
THE GENERAL SHAREHOLDERS MEETING, SHAREHOLDERS
MAY REQUEST THAT THE BOARD OF DIRECTORS PROVIDES
INFORMATION OR CLARIFICATIONS WITH RESPECT TO
THE MATTERS ON THE AGENDA, AND MAY PRESENT THE
QUESTIONS THEY DEEM APPROPRIATE IN WRITING. LIKEWISE,
SHAREHOLDERS MAY REQUEST INFORMATION OR CLARIFICATIONS
OR MAY FORMULATE QUESTIONS IN WRITING REGARDING
THE INFORMATION AVAILABLE TO THE PUBLIC WHICH
THE COMPANY HAS COMMUNICATED TO THE NATIONAL
SECURITIES COMMISSION SINCE THE LAST GENERAL
SHAREHOLDERS MEETING. THE MEMBERS OF THE BOARD
SHALL BE OBLIGED TO PROVIDE THE INFORMATION REQUESTED
IN ACCORDANCE WITH THE PRECEDING PARAGRAPH, IN
WRITING, UP TO THE DATE ON WHICH THE GENERAL
SHAREHOLDERS MEETING IS HELD. 2.- DURING THE
COURSE OF THE GENERAL SHAREHOLDERS MEETING,
SHAREHOLDERS MAY VERBALLY REQUEST THE INFORMATION
OR CLARIFICATIONS THEY DEEM APPROPRIATE REGARDING
THE MATTERS ON THE AGENDA. SHOULD IT NOT BE POSSIBLE
TO RESPOND TO SUCH A REQUEST AT THE TIME, THE
MEMBERS OF THE BOARD SHALL BE OBLIGED TO PROVIDE
THE REQUESTED INFORMATION IN WRITING, WITHIN
THE SEVEN DAYS FOLLOWING THE CONCLUSION OF THE
GENERAL SHAREHOLDERS MEETING. 3.- THE MEMBERS
OF THE BOARD SHALL BE OBLIGED TO PROVIDE THE
INFORMATION REQUESTED IN ACCORDANCE WITH THE
PROVISIONS ESTABLISHED HEREIN, SAVE WHERE THE
CHAIRMAN JUDGES THAT THE DISCLOSURE OF SUCH INFORMATION
MAY BE DETRIMENTAL TO THE COMPANY S INTERESTS,
AS SET OUT IN THE REGULATIONS OF THE GENERAL
SHAREHOLDERS MEETING. 4.- THE REQUEST FOR INFORMATION
MAY NOT BE DENIED WHEN FORMULATED BY SHAREHOLDERS
REPRESENTING AT LEAST ONE FOURTH OF THE COMPANY
SHARE CAPITAL.
8. EXAMINATION AND APPROVAL, AS THE CASE MAY BE, Management For
OF THE REGULATIONS OF THE GENERAL SHAREHOLDERS
MEETING OF ALTADIS, S.A. IT IS PROPOSED TO APPROVE
THE DRAFT REGULATIONS OF THE GENERAL SHAREHOLDERS
MEETING OF ALTADIS, S.A., AS PRESENTED TO THE
MEETING BY THE BOARD OF DIRECTORS OF THE COMPANY,
THE COMPLETE TEXT OF WHICH IS ATTACHED HERETO
9. DELEGATION OF POWERS TO FORMALISE, INTERPRET, Management For
RECTIFY, REGISTER AND EXECUTE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS MEETING.
IT IS PROPOSED TO DELEGATE TO THE BOARD OF DIRECTORS,
IN THE WIDEST SCOPE POSSIBLE, INCLUDING THE POWER
TO DELEGATE TOTALLY OR PARTIALLY THE POWERS RECEIVED
IN THE EXECUTIVE COMMITTEE, AS MANY POWERS AS
MAY BE NECESSARY IN ORDER TO SUPPLEMENT, DEVELOP,
EXECUTE AND RECTIFY ANY OF THE RESOLUTIONS ADOPTED
BY THE GENERAL SHAREHOLDERS MEETING. THE POWER
TO RECTIFY SHALL ENCOMPASS THE POWER TO MAKE
AS MANY MODIFICATIONS, AMENDMENTS AND ADDITIONS
AS MAY BE NECESSARY OR CONVENIENT AS A CONSEQUENCE
OF RESERVATIONS OR OBSERVATIONS RAISED BY THE
REGULATING BODIES OF THE STOCK MARKET, THE STOCK
EXCHANGES, THE MERCANTILE REGISTRY AND ANY OTHER
PUBLIC AUTHORITY WITH COMPETENCE IN RELATION
TO THE RESOLUTIONS ADOPTED. IN THE SAME WAY,
IT IS PROPOSED TO DELEGATE, INDISCRIMINATELY,
TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE SECRETARY OF THE BOARD THE POWERS NECESSARY
TO FORMALISE THE RESOLUTIONS ADOPTED BY THE GENERAL
SHAREHOLDERS MEETING, AND TO REGISTER THOSE WHICH
MAY BE SUBJECT TO THIS REQUIREMENT, TOTALLY OR
PARTIALLY, BEING ABLE TO THIS EFFECT TO GRANT
ANY TYPE OF DOCUMENT, EITHER PUBLIC OR PRIVATE,
INCLUDING FOR THE SUPPLEMENTATION OR RECTIFICATION
OF THESE RESOLUTIONS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
ORPHAN MEDICAL, INC. ORPH ANNUAL MEETING DATE: 06/15/2004
ISSUER: 687303107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN HOWELL BULLION Management For For
MICHAEL GREENE Management For For
JULIUS A. VIDA, PHD Management For For
W. M. WARDELL, MD PHD Management For For
FARAH H. CHAMPSI Management For For
THOMAS B. KING Management For For
02 PROPOSAL TO APPROVE THE COMPANY S 2004 STOCK Management Against Against
INCENTIVE PLAN AND AUTHORIZE THE ISSUANCE OF
2,250,000 SHARES UNDER THE PLAN.
03 PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.
DEUTSCHE LUFTHANSA AG AGM MEETING DATE: 06/16/2004
ISSUER: D1908N106000 ISIN: DE0008232125
SEDOL: 2144014, 5287488, 7158430
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AMEND THE ARTICLE OF ASSOCIATION IN RESPECT OF Management For *Management Position Unknown
THE SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
5. AUTHORIZE: THE COMPANY TO ACQUIRE SHARES OWN Management For *Management Position Unknown
SHARES UP TO 10% OF THE SHARE CAPITAL, AT A PRICE
NOT DEVIATING MORE THAN 10% FROM THEIR MARKET
PRICE OF THE SHARES, ON OR BEFORE 15 DEC 2005;
AND THE BOARD OF MANAGING DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY AND ITS AFFILIATES AND TO RETIRE
THE SHARES
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 25,000,000 THROUGH
THE ISSUE OF NEW REGISTERED NO-PAR SHARES TO
EMPLOYEES AGAINST CASH PAYMENT, ON OR BEFORE
15 JUN 2009; AND APPROVE THE CREATION OF AUTHORIZED
CAPITAL B IN CONNECTION WITH THE ISSUE OF EMPLOYEE
SHARES THAT THE SHAREHOLDERS NOT BE GRANTED SUBSCRIPTION
RIGHTS AND AMEND THE CORRESPONDING ARTICLE OF
ASSOCIATION
7. APPOINT DUSSELDORF, PWC, AS THE AUDITORS FOR Management For *Management Position Unknown
THE FY 2004
* PLEASE BE ADVISED THAT DEUTSCHE LUFTHANSA AG Non-Voting *Management Position Unknown
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE. THANK YOU
KEYENCE CORP AGM MEETING DATE: 06/17/2004
ISSUER: J32491102000 ISIN: JP3236200006
SEDOL: 5998735, 6490995
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY10, FINAL JY 10, SPECIAL
JY 0
2 AMEND ARTICLES TO: CHANGE ACCOUNTING PERIOD FOR Management For *Management Position Unknown
FISCAL YEAR BEGINNING MARCH21, 2004 FOR TAX PURPOSES
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
3.3 ELECT DIRECTOR Management For *Management Position Unknown
3.4 ELECT DIRECTOR Management For *Management Position Unknown
3.5 ELECT DIRECTOR Management For *Management Position Unknown
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.3 APPOINT ALTERNATE STATUTORY AUDITOR Management For *Management Position Unknown
5 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management For *Management Position Unknown
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/17/2004
ISSUER: 855030102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ARTHUR M. BLANK Management For
GARY L. CRITTENDEN Management For
MARTIN TRUST Management For
PAUL F. WALSH Management For
02 TO APPROVE STAPLES 2004 STOCK INCENTIVE PLAN. Management For
03 TO APPROVE STAPLES AMENDED AND RESTATED 1998 Management For
EMPLOYEE STOCK PURCHASE PLAN.
04 TO APPROVE STAPLES AMENDED AND RESTATED INTERNATIONAL Management For
EMPLOYEE STOCK PURCHASE PLAN.
05 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
06 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder Against
RIGHTS PLANS.
07 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder For
INPUT ON POISON PILLS.
08 TO ACT ON A SHAREHOLDER PROPOSAL ON COMMONSENSE Shareholder Against
EXECUTIVE COMPENSATION.
09 TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR INDEPENDENCE. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 Against
08 For
09 For
NTT DOCOMO INC, TOKYO AGM MEETING DATE: 06/18/2004
ISSUER: J59399105000 ISIN: JP3165650007
SEDOL: 5559079, 6129277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE PROFIT APPROPRIATION FOR 13 TERM: Management For *Management Position Unknown
DIVIDENDS FOR THE CURRENT TERM AS JPY 1000 PER
SHARE JPY 1500 ON A YEARLY BASIS
2. APPROVE THE ACQUISITION OF THE COMPANY S OWN Management For *Management Position Unknown
SHARES UP TO 2,500,000 OF ITS OWN SHARES UP
TO JPY 600,000,000,000 IN VALUE IN ACCORDANCE
WITH THE COMMERCIAL CODE 210
3. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
4.1 ELECT MR. MASAO NAKAMURA AS A DIRECTOR Management For *Management Position Unknown
4.2 ELECT MR. MASAYUKI HIRATA AS A DIRECTOR Management For *Management Position Unknown
4.3 ELECT MR. KUNIO ISHIKAWA AS A DIRECTOR Management For *Management Position Unknown
4.4 ELECT MR. SEIJIROU ADACHI AS A DIRECTOR Management For *Management Position Unknown
4.5 ELECT MR. KEIICHI ENOKI AS A DIRECTOR Management For *Management Position Unknown
4.6 ELECT MR. YASUHIRO KADOWAKI AS A DIRECTOR Management For *Management Position Unknown
4.7 ELECT MR. TAKANORI UTANO AS A DIRECTOR Management For *Management Position Unknown
4.8 ELECT MR. KIYOYUKI TSUJIMURA AS A DIRECTOR Management For *Management Position Unknown
4.9 ELECT MR. SHUNICHI TAMARI AS A DIRECTOR Management For *Management Position Unknown
4.10 ELECT MR. TAKASHI SAKAMOTO AS A DIRECTOR Management For *Management Position Unknown
4.11 ELECT MR. SHUUROU HOSHIZAWA AS A DIRECTOR Management For *Management Position Unknown
4.12 ELECT MR. YOSHIAKI UGAKI AS A DIRECTOR Management For *Management Position Unknown
4.13 ELECT MR. HIDEKI NIIMI AS A DIRECTOR Management For *Management Position Unknown
4.14 ELECT MR. YOUJIROU INOUE AS A DIRECTOR Management For *Management Position Unknown
4.15 ELECT MR. HARUNARI FUTATSUGI AS A DIRECTOR Management For *Management Position Unknown
4.16 ELECT MR. BUNYA KUMAGAI AS A DIRECTOR Management For *Management Position Unknown
4.17 ELECT MR. SEIJI TANAKA AS A DIRECTOR Management For *Management Position Unknown
4.18 ELECT MR. HIROAKI NISHIOKA AS A DIRECTOR Management For *Management Position Unknown
4.19 ELECT MR. FUMIO NAKANISHI AS A DIRECTOR Management For *Management Position Unknown
4.20 ELECT MR. AKIO OOSHIMA AS A DIRECTOR Management For *Management Position Unknown
4.21 ELECT MR. MASATOSHI SUZUKI AS A DIRECTOR Management For *Management Position Unknown
4.22 ELECT MR. FUMIO IWASAKI AS A DIRECTOR Management For *Management Position Unknown
4.23 ELECT MR. TSUYOSHI NISHIYAMA AS A DIRECTOR Management For *Management Position Unknown
4.24 ELECT MR. KEIJI TACHIKAWA AS A DIRECTOR Management For *Management Position Unknown
4.25 ELECT MR. MASAYUKI YAMAMURA AS A DIRECTOR Management For *Management Position Unknown
5. ELECT MR. SHOUICHI MATSUHASHI AS A STATUTORY Management For *Management Position Unknown
AUDITOR IN PLACE OF MR. KIYOTO UEHARA
6. GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS Management For *Management Position Unknown
AND THE CORPORATE AUDITOR
PT RAMAYANA LESTARI SENTOSA TBK EGM MEETING DATE: 06/18/2004
ISSUER: Y7134V132000 ISIN: ID1000066707
SEDOL: 6328502
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE TO CHANGE THE PAR VALUE FROM IDR 250 Management For *Management Position Unknown
PER SHARE INTO IDR 50 PER SHARE AND AMEND THE
ARTICLES OF ASSOCIATION
PT RAMAYANA LESTARI SENTOSA TBK AGM MEETING DATE: 06/18/2004
ISSUER: Y7134V132000 ISIN: ID1000066707
SEDOL: 6328502
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT FOR THE YE 31 DEC 2003 Management For *Management Position Unknown
2. APPROVE THE BALANCE SHEET REPORT, PROFIT AND Management For *Management Position Unknown
LOSS REPORT FOR THE YE 31 DEC 2003
3. APPROVE THE PROFIT UTILIZATION FOR THE BOOK YE Management For *Management Position Unknown
31 DEC 2003
4. APPROVE TO CHANGE THE BOARD OF COMMISSIONERS Management For *Management Position Unknown
AND DIRECTORS
5. APPOINT THE PUBLIC ACCOUNTANT Management For *Management Position Unknown
TESCO PLC AGM MEETING DATE: 06/18/2004
ISSUER: G87621101000 ISIN: GB0008847096
SEDOL: 0884709, 5469491, 5474860
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 28 FEB 2004
10. ELECT MR. RICHARD BRASHER AS A DIRECTOR Management For *Management Position Unknown
12. ELECT MR. E. MERVYN DAVIES AS A DIRECTOR Management For *Management Position Unknown
14. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID AND APPROVE THAT THEIR REMUNERATION
BE FIXED BY THE DIRECTORS
16. AUTHORIZE THE DIRECTORS, IN PLACE OF THE EQUIVALENT Management For *Management Position Unknown
AUTHORITY CONFERRED ON THE DIRECTORS AT THE LAST
AGM, TO EXERCISE THE POWER CONTAINED IN THE ARTICLES
TO OFFER THE HOLDERS OF ORDINARY SHARES OF 5P
EACH IN THE CAPITAL OF THE COMPANY THE SHARES
THE RIGHT TO RECEIVE NEW SHARES, CREDITED AS
FULLY PAID, INSTEAD OF THE CASH AMOUNT WHICH
WOULD OTHERWISE BE DUE TO THEM IN RESPECT OF
ANY DIVIDENDS INCLUDING INTERIM DIVIDENDS PAID
BY THE DIRECTORS OR DECLARED BY THE COMPANY ,
INCLUDING THE FINAL DIVIDEND FOR THE FYE ON 28
FEB 2004, DURING THE PERIOD OF FIVE YEARS FROM
THE DATE OF THIS RESOLUTION
17. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 15 AND IN PLACEOF THE EQUIVALENT
AUTHORITY CONFERRED ON THE DIRECTORS AT THE LAST
AGM AND IN ACCORDANCE WITH SECTION 80 OF THE
COMPANIES ACT 1985 CA 1985 , TO ALLOT RELEVANT
SECURITIES SECTION 80(2) CA 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 128.07 MILLION; AUTHORITY
EXPIRES ON 18 JUN 2009 ; AND THE COMPANY MAY
MAKE AN OFFER OR AGREEMENT BEFORE THE EXPIRY
OF SUCH AUTHORITY WHICH WOULD OR MIGHTY REQUIRE
RELEVANT SECURITIES TO BE ALLOTTED AFTER 18 JUN
2009 AND THE DIRECTORS MAY ALLOT SUCH SECURITIES
PURSUANT TO SUCH OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
S.18 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 CA 1985, TO ALLOT EQUITY SECURITIES FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 CA 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
CA 1985 , PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN
CONNECTION WITH AN OFFER OF SUCH SECURITIES BY
WAY OF RIGHTS ISSUE; AND II) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 19.21 MILLION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY S NEXT AGM OR 15 MONTHS ; AND THE COMPANY
MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES
TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF ANY
SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT
EXPIRED
S.19 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) CA 1985 OF UPTO 768.44 MILLION
SHARES OF 5P EACH IN THE COMPANY, AT A MINIMUM
PRICE OF 5P AND NOT MORE THAN 105% OF THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS OF A SHARE AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 OR18 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.4 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
THE ARTICLES BY DELETING ARTICLE 90 AND REPLACING
IT WITH A NEW ONE
20. AUTHORIZE TESCO STORES CR, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 28 FEB 2004
6. RE-ELECT MR. PHILIP CLARKE AS A DIRECTOR Management For *Management Position Unknown
8. RE-ELECT MR. VERONIQUE MORALI AS A DIRECTOR Management For *Management Position Unknown
3. DECLARE A FINAL DIVIDEND OF 4.77 PENCE PER SHARE Management For *Management Position Unknown
5. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For *Management Position Unknown
9. RE-ELECT MR. GRAHAM PIMLOTT AS A DIRECTOR Management For *Management Position Unknown
11. ELECT MR. KEN HYDON AS A DIRECTOR Management For *Management Position Unknown
13. ELECT MR. DAVID REID AS A DIRECTOR Management For *Management Position Unknown
15. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 481,600,000 TO GBP 530,000,000
BY THE CREATION OF 968,000,000 ORDINARY SHARES
OF 5P EACH
21. AUTHORIZE TESCO STORES SR, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
22. AUTHORIZE TESCO GLOBAL RT, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
23. AUTHORIZE TESCO POLSKA SP, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
24. APPROVE THE TESCO PLC PERFORMANCE SHARE PLAN Management For *Management Position Unknown
2004 AND AUTHORIZE THE DIRECTORSTO DO ALL ACTS
AND THINGS NECESSARY TO ESTABLISH AND CARRY INTO
EFFECT
25. APPROVE THE TESCO PLC 2004 DISCRETIONARY SHARE Management For *Management Position Unknown
OPTION PLAN AND AUTHORIZE THE DIRECTORS TO DO
ALL ACTS AND THINGS NECESSARY TO ESTABLISH AND
CARRY IT INTO EFFECT AND TO MAKE ANY AMENDMENTS
REQUIRED TO THE APPROVED PART OF THE DISCRETIONARY
SHARE OPTION PLAN IN ORDER TO OBTAIN OR MAINTAIN
INLAND REVENUE APPROVAL
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2004
ISSUER: 835699307 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
C1 TO AMEND A PART OF THE ARTICLES OF INCORPORATION. Management For For
C2 TO ELECT 16 DIRECTORS. Management Abstain Against
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
C4 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF SUBSIDIARY TRACKING STOCK OF THE CORPORATION
FOR THE PURPOSE OF GRANTING STOCK OPTIONS.
S5 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS OF REMUNERATION
AND OTHER AMOUNTS PAID TO EACH DIRECTOR AND CORPORATE
EXECUTIVE OFFICER.
TRANSKARYOTIC THERAPIES, INC. TKTX ANNUAL MEETING DATE: 06/22/2004
ISSUER: 893735100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. ASTRUE Management For For
WALTER GILBERT Management For For
DENNIS H. LANGER Management For For
JONATHAN S. LEFF Management For For
RODMAN W. MOORHEAD, III Management For For
LYDIA VILLA-KOMAROFF Management For For
WAYNE P. YETTER Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
BANCA INTESA SPA, MILANO EGM MEETING DATE: 06/23/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
24 JUN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management Take No Action
BY AMENDING THE ARTICLES 2, 5, 8, 9, 10, 11,
14, 18, 19, 23, AND 31 WITH THE CONSEQUENT RENUMBERING
OF THE TITLE AND THE ARTICLE
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
1. *Management Position Unknown
FOMENTO DE CONSTRUCCIONES Y CONTRATAS SA FCC, BARCELONA OGM MEETING DATE: 06/23/2004
ISSUER: E52236143000 ISIN: ES0122060314
SEDOL: 5787115, 5788152
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE AND EXAMINE, WHERE APPROPRIATE, THE ANNUAL Management For *Management Position Unknown
ACCOUNTS (BALANCE SHEET, INCOME STATEMENT AND
ANNUAL REPORT) AND THE MANAGEMENT OF THE FOMENTO
DE CONSTRUCCIONES Y CONTRATAS S.A. AND ITS CONSOLIDATED
GROUP, RELATING TO 2003
2. APPROVE THE DISTRIBUTION OF 2003 EARNINGS Management For *Management Position Unknown
3. AMEND THE ARTICLES 12, 19, 23 , 24, 33 AND 34 Management For *Management Position Unknown
OF THE CORPORATE BY LAWS
4. APPROVE THE REGULATIONS OF THE SHAREHOLDERS MEETINGS Management For *Management Position Unknown
5. RATIFY, APPOINT AND RENEW THE DIRECTORS Management For *Management Position Unknown
6. GRANT AUTHORITY FOR THE DERIVATIVE ACQUISITION Management For *Management Position Unknown
OF ITS OWN CAPITAL SHARES DIRECTLY OR THROUGH
ITS SUBSIDIARIES WITHIN THE LEGAL REQUIREMENTS
AND LIMITS
7. APPROVE THE RENEWAL OF THE AUDITORS ACCOUNT FOR Management For *Management Position Unknown
THE COMPANY AND ITS CONSOLIDATED GROUP
8. AUTHORIZE THE BOARD TO INTERPRET, CORRECT, COMPLEMENT, Management For *Management Position Unknown
EXECUTE AND DEVELOP THE AGREEMENTS ADOPTED BY
THE MEETING
9. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA EGM MEETING DATE: 06/24/2004
ISSUER: T1188A116000 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
25 JUN 204. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
1. APPROVE THE CHANGE OF ARTICLES 5, 6, 7, 8, 10, Management Take No Action
12, 13, 14, 15, 17, 18 AND 26 OF THE CORPORATE
BY-LAWS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
1. *Management Position Unknown
THE KROGER CO. KR ANNUAL MEETING DATE: 06/24/2004
ISSUER: 501044101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. CLENDENIN Management For For
DAVID B. DILLON Management For For
DAVID B. LEWIS Management For For
DON W. MCGEORGE Management For For
W. RODNEY MCMULLEN Management For For
SUSAN M. PHILLIPS Management For For
02 APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. Management For For
03 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS
TO BE ELECTED ANNUALLY.
04 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS.
05 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder Against For
TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE
AGREEMENTS.
SAMMY CORP, TOKYO AGM MEETING DATE: 06/25/2004
ISSUER: J6692G104000 ISIN: JP3322850003
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY40, FINAL JY 40, SPECIAL
JY 10
2 COMPANY SPECIFIC ORGANIZATION RELATED Management For *Management Position Unknown
3 AMEND ARTICLES TO: AUTHORIZE APPOINTMENT OF ALTERNATE Management For *Management Position Unknown
STATUTORY AUDITORS -REDUCE DIRECTORS TERM IN
OFFICE
4.1 ELECT DIRECTOR Management For *Management Position Unknown
4.2 ELECT DIRECTOR Management For *Management Position Unknown
4.3 ELECT DIRECTOR Management For *Management Position Unknown
4.4 ELECT DIRECTOR Management For *Management Position Unknown
4.5 ELECT DIRECTOR Management For *Management Position Unknown
4.6 ELECT DIRECTOR Management For *Management Position Unknown
4.7 ELECT DIRECTOR Management For *Management Position Unknown
4.8 ELECT DIRECTOR Management For *Management Position Unknown
5.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5.3 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5.4 APPOINT ALTERNATE STATUTORY AUDITOR Management For *Management Position Unknown
6 APPROVE RETIREMENT BONUSES FOR DIRECTOR AND STATUTORY Management For *Management Position Unknown
AUDITORS
UNICREDITO ITALIANO SPA, GENOVA MIX MEETING DATE: 06/25/2004
ISSUER: T95132105000 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 JUN 2004 AND THIRD CALL ON 29 JUN 2004. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE
BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU
E.1 AMEND THE ARTICLE OF THE BY-LAWS AND INTRODUCE Management Take No Action
THE NEW ARTICLE AND TO REMOVE THE MEETING REGULATION
AS A PART OF THE BY-LAWS
O.1 APPROVE THE UNICREDITO ITALIANO MEETING REGULATION Management Take No Action
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
E.1 *Management Position Unknown
O.1 *Management Position Unknown
SHELL TRANSPORT & TRADING CO PLC AGM MEETING DATE: 06/28/2004
ISSUER: 822703104000 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management *Management Position Unknown
OF THE COMPANY FOR THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management *Management Position Unknown
DEC 2003, ACCOUNTS 2003 AND THE SUMMARIZED IN
THE SUMMARY ANNUAL REPORT AND THE ACCOUNTS 2003
3. ELECT MR. MALCOLM BRINDED AS A DIRECTOR Management *Management Position Unknown
4. RE-ELECT DR. EILEEN BUTTLE AS A DIRECTOR Management *Management Position Unknown
5. RE-ELECT MR. LUIS GIUSTI AS A DIRECTOR Management *Management Position Unknown
6. RE-ELECT MISS. MARY (NINA) HENDERSON AS A DIRECTOR Management *Management Position Unknown
7. RE-ELECT MR. LORD OXBOURGH AS A DIRECTOR Management *Management Position Unknown
8. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management *Management Position Unknown
OF THE COMPANY
9. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management *Management Position Unknown
OF THE AUDITORS FOR 2004
S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management *Management Position Unknown
SECTION 163 OF UP TO 483,000,000 ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P PER SHARE AND UP TO 105%
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM 2005 OF THE COMPANY OR 31 JUL
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
FANUC LTD AGM MEETING DATE: 06/29/2004
ISSUER: J13440102000 ISIN: JP3802400006
SEDOL: 5477557, 6356934
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY11, FINAL JY 12, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
4 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILINGS FOR DIRECTORS ANDSTATUTORY AUDITORS
6 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For *Management Position Unknown
STATUTORY AUDITOR
KAO CORP AGM MEETING DATE: 06/29/2004
ISSUER: J30642169000 ISIN: JP3205800000
SEDOL: 5685479, 6483809
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management For *Management Position Unknown
2. APPROVE THE PURCHASE OF THE COMPANY S SHARES Management For *Management Position Unknown
3. APPROVE THE PARTIAL AMENDMENTS TO THE ARTICLES Management For *Management Position Unknown
OF INCORPORATION
4.1 ELECT A DIRECTOR Management For *Management Position Unknown
4.2 ELECT A DIRECTOR Management For *Management Position Unknown
4.3 ELECT A DIRECTOR Management For *Management Position Unknown
4.4 ELECT A DIRECTOR Management For *Management Position Unknown
4.5 ELECT A DIRECTOR Management For *Management Position Unknown
4.6 ELECT A DIRECTOR Management For *Management Position Unknown
4.7 ELECT A DIRECTOR Management For *Management Position Unknown
4.8 ELECT A DIRECTOR Management For *Management Position Unknown
4.9 ELECT A DIRECTOR Management For *Management Position Unknown
4.10 ELECT A DIRECTOR Management For *Management Position Unknown
4.11 ELECT A DIRECTOR Management For *Management Position Unknown
4.12 ELECT A DIRECTOR Management For *Management Position Unknown
4.13 ELECT A DIRECTOR Management For *Management Position Unknown
4.14 ELECT A DIRECTOR Management For *Management Position Unknown
4.15 ELECT A DIRECTOR Management For *Management Position Unknown
5. ELECT ONE CORPORATE AUDITOR Management For *Management Position Unknown
6. APPROVE TO ISSUE STOCK ACQUISITION RIGHTS AS Management For *Management Position Unknown
STOCK OPTIONS
7. APPROVE TO PAY RETIREMENT ALLOWANCES TO RETIRING Management For *Management Position Unknown
DIRECTORS
KOMERI CO LTD AGM MEETING DATE: 06/29/2004
ISSUER: J3590M101000 ISIN: JP3305600003
SEDOL: 6496250
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY13, FINAL JY 14, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3 ELECT DIRECTOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUS FOR DIRECTOR Management For *Management Position Unknown
SANPAOLO IMI SPA, TORINO AGM MEETING DATE: 06/29/2004
ISSUER: T8249V104000 ISIN: IT0001269361 BLOCKING
SEDOL: 5556575, 5564017
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
30 JUN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
1. AMEND THE BY-LAWS AND THE FURTHER RESOLUTIONS, Management Take No Action
CONCERNING THE COMING INTO FORCE OF THE LEGISLATIVE
DECREES N. 6/2003 AND 37/2004, ORGANIZATIONAL
STRUCTURE OF BANK S ADMINISTRATION AND MANAGEMENT,
REQUIREMENTS FOR TRANSPARENCY AND HIGHER ACCURACY
IN THE WORDING OF SOME BY-LAWS DISPOSALS, AS
WELL AS FORMAL AMENDMENTS AND RENUMBERING OF
BY-LAWS ARTICLES
2. APPROVE THE FIDEURAM VITA COMPAGNIA DI ASSICURAZIONI Management Take No Action
E RIASSICURAZIONI S.P.A.SPIN-OFF FROM BANCA FIDEURAM
S.P.A. IN FAVOUR OF SANPAOLO IMI S.P.A.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
1. *Management Position Unknown
2. *Management Position Unknown
SHANGRI-LA ASIA LTD SGM MEETING DATE: 06/29/2004
ISSUER: G8063F106000 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE RELEVANT TRANSACTIONS CONTEMPLATED Management For *Management Position Unknown
UNDER THE MASTER AGREEMENT; AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO TAKE ALL
SUCH ACTIONS AS MAY DEEM NECESSARY OR DESIRABLE
TO IMPLEMENT AND GIVE EFFECT TO THE MASTER AGREEMENT
AND THE RELEVANT TRANSACTIONS CONTEMPLATED UNDER
THE MASTER AGREEMENT
SHISEIDO CO LTD AGM MEETING DATE: 06/29/2004
ISSUER: J74358144000 ISIN: JP3351600006
SEDOL: 5478011, 6805265
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY11, FINAL JY 11, SPECIAL
JY 0
2 AMEND ARTICLES TO: ABOLISH RETIREMENT BONUS SYSTEM Management For *Management Position Unknown
- AUTHORIZE SHAREREPURCHASES AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
3.3 ELECT DIRECTOR Management For *Management Position Unknown
3.4 ELECT DIRECTOR Management For *Management Position Unknown
3.5 ELECT DIRECTOR Management For *Management Position Unknown
3.6 ELECT DIRECTOR Management For *Management Position Unknown
3.7 ELECT DIRECTOR Management For *Management Position Unknown
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5 APPROVE RETIREMENT BONUSES FOR DIRECTORS Management For *Management Position Unknown
6 APPROVE PAYMENTS TO CONTINUING DIRECTORS AND Management For *Management Position Unknown
STATUTORY AUDITORS IN CONNECTIONWITH ABOLITION
OF RETIREMENT BONUS SYSTEM
7 APPROVE EXECUTIVE STOCK OPTION PLAN Management For *Management Position Unknown
TAKEDA CHEMICAL INDUSTRIES LTD AGM MEETING DATE: 06/29/2004
ISSUER: J81281115000 ISIN: JP3463000004
SEDOL: 5296752, 6870445
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY36, FINAL JY 41, SPECIAL
JY 0
2 AMEND ARTICLES TO: CHANGE COMPANY NAME IN ENGLISH Management For *Management Position Unknown
TO TAKEDA PHARMACEUTICALCO. LTD. - AUTHORIZE
SHARE REPURCHASES AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
3.3 ELECT DIRECTOR Management For *Management Position Unknown
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management For *Management Position Unknown
TAKEFUJI CORP AGM MEETING DATE: 06/29/2004
ISSUER: J81335101000 ISIN: JP3463200000
SEDOL: 3568760, 67
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY50, FINAL JY 50, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
3.3 ELECT DIRECTOR Management For *Management Position Unknown
3.4 ELECT DIRECTOR Management For *Management Position Unknown
3.5 ELECT DIRECTOR Management For *Management Position Unknown
3.6 ELECT DIRECTOR Management For *Management Position Unknown
3.7 ELECT DIRECTOR Management For *Management Position Unknown
3.8 ELECT DIRECTOR Management For *Management Position Unknown
3.9 ELECT DIRECTOR Management For *Management Position Unknown
4 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For *Management Position Unknown
STATUTORY AUDITOR
Exeter Fund, Inc. Pro-Blend Maximum Term Series
TICKER: EXHAX
PROXY VOTING RECORD
7/1/2003-6/30/2004
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/23/2003
ISSUER: 755081106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM P. CARMICHAEL Management For For
KENT J. HUSSEY Management For For
PHILIP F. PELLEGRINO Management For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2003.
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) AGM MEETING DATE: 07/31/2003
ISSUER: G94697102000 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For *Management Position Unknown
STATEMENTS FOR THE YE 31 MAR 2003
2. DECLARE A FINAL DIVIDEND OF 1.2C FOR THE YE 31 Management For *Management Position Unknown
MAR 2003
3.a RE-ELECT MR. R.A. BARNES AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.b RE-ELECT MR. J. FOLEY AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WIT H THE ARTICLES
OF ASSOCIATION
3.c RE-ELECT MR. O.C. KUSEL AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE W ITH THE ARTICLES
OF ASSOCIATION
3.d RE-ELECT MR. S. MICHAELS AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION
3.e RE-ELECT MR. C. MCGILLIVARY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION IN ACCORDAN CE WITH THE ARTICLES
OF ASSOCIATION
3.f RE-ELECT MR. F.A. WEDGWOOD AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN ACCORDANCE WITH THE A RTICLES OF ASSOCIATION
4. ELECT MR. PATRICK J. MOLLOY AS A DIRECTOR Management For *Management Position Unknown
5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
S.6 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
24 OF THE COMPANIES AMENDMENT A CT, 1983, TO
ALLOT AND ISSUE THE SECURITIES OF THE COMPANY
REFERRED IN ARTICLE 7 OF THE ARTICLES OF ASSOCIATION
AND SUBJECT TO THE TERMS AND CONDITIONS IN I
T; AUTHORITY EXPIRES THE EARLIER OF THE DATE
OF THE NEXT AGM OF THE COMPANY O R 30 OCT 2004
S.7 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF Management For *Management Position Unknown
THE COMPANY SECTION 155 OF THE COMPANIES ACT,
1963 , TO MAKE MARKET PURCHASES SECTION 212
OF THE COMPANIES ACT, 1990 OF SHARES OF ANY
CLASS OF THE COMPANY SUBJECT TO THE PROVISIONS
OF THE COMPANIES ACT, 1990 AND THE RESTRICTIONS
AND PROVISIONS IN ARTICLE 9 OF TH E ARTICLES
OF ASSOCIATION AND THE RE-ISSUE PRICE RANGE AT
WHICH ANY TREASURY S HARES SECTION 209 OF THE
COMPANIES ACT, 1990 HELD BY THE COMPANY MAY
BE RE-I SSUED OFF-MARKET SHALL BE THE PRICE RANGE
IN ARTICLE 10 OF THE ARTICLES OF ASS OCIATION;
AND AUTHORITY EXPIRES THE EARLIER OF THE NEXT
AGM OF THE COMPANY OR 30 OCT 2004
8. GRANT AUTHORITY, PURSUANT TO THE PROVISIONS OF Management For *Management Position Unknown
SECTION 140 OF THE COMPANIES AC T, 1963, TO CONVENE
AND HOLD THE NEXT AGM OF THE COMPANY AT ANY LOCATION
OUTSI DE THE STATE AS DETERMINED BY THE DIRECTORS
AT THEIR SOLE AND ABSOLUTE DISCRET ION
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/03/2003
ISSUER: 832248108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH W. LUTER, III Management For For
WENDELL H. MURPHY Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MAY 2, 2004.
H.J. HEINZ COMPANY HNZ ANNUAL MEETING DATE: 09/12/2003
ISSUER: 423074103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W.R. JOHNSON Management For For
C.E. BUNCH Management For For
M.C. CHOKSI Management For For
L.S. COLEMAN, JR. Management For For
P.H. COORS Management For For
E.E. HOLIDAY Management For For
C. KENDLE Management For For
D.R. O'HARE Management For For
L.C. SWANN Management For For
T.J. USHER Management For For
J.M. ZIMMERMAN Management For For
02 RATIFICATION OF AUDITORS. Management For For
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/12/2003
ISSUER: 94769M105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BROOKE Management For For
JAMES V. MANNING Management For For
MARTIN J. WYGOD Management For For
02 TO RATIFY AND APPROVE AN AMENDMENT TO WEBMD S Management Against Against
2000 LONG-TERM INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES THAT MAY BE ISSUED UNDER THE
PLAN BY 9.5 MILLION SHARES TO A TOTAL OF 29.5
MILLION SHARES.
03 TO APPROVE AN AMENDMENT TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK BY 300 MILLION SHARES
TO 900 MILLION SHARES.
ACTIVISION, INC. ATVI ANNUAL MEETING DATE: 09/18/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT A. KOTICK Management For
BRIAN G. KELLY Management For
RONALD DOORNINK Management For
KENNETH L. HENDERSON Management For
BARBARA S. ISGUR Management For
STEVEN T. MAYER Management For
ROBERT J. MORGADO Management For
02 THE APPROVAL OF THE AMENDMENT TO THE AMENDED Management Against
AND RESTATED CERTIFICATE OF INCORPORATION.
03 APPROVAL OF THE ADOPTION OF THE ACTIVISION 2003 Management Against
INCENTIVE PLAN.
04 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MARCH 31, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
02 Against
03 Against
04 For
GRUPO MEXICO SA DE CV GMEXICO EGM MEETING DATE: 09/30/2003
ISSUER: P49538112000 ISIN: MXP370841019
SEDOL: 2399502, 2534154, 2643674
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
I. APPROVE TO CANCEL 48,585,587 B SERIES II CLASS Management For *Management Position Unknown
TREASURY SHARES, REPRESENTING THE VARIABLE STOCK,
UNPAID AND NOT SUBSCRIBED AND CONSEQUENTLY REDUCE
THE VARIABLE CAPITAL STOCK AUTHORIZED AND APPROVE
RELATED RESOLUTIONS
II. APPROVE TO INCREASE THE FIXED PART OF THE PAID Management For *Management Position Unknown
CAPITAL STOCK UP TO THE AMOUNTOF MXN 2,773,593,680.00
BY ISSUING NEW 213,353,360 B SERIES I CLASS SHARES,
REPRESENTING THE FIXED STOCK, WHICH WILL BE OFFERED
FOR THE COMPANY SHAREHOLDERS, AT A RATE OF 01
NEW SHARE PER 3.05430690194 OF EACH OF THE CURRENT
651,646,640 OUTSTANDING SHARES THEY OWN, TO SUBSCRIBE
AND PAY AT A RATE OF MXN 13.00 PER SHARE IN CASH
OR WHERE APPROPRIATE, BY CAPITALIZING CREDITS
FOR THE COMPANY THROUGH ADVANCED PAYMENTS FOR
THE ACCOUNT FUTURE CAPITAL INCREASE
III. AMEND THE COMPANY BY-LAWS IN ORDER TO COMPLY Management For *Management Position Unknown
WITH THE CAPITAL INCREASE DESCRIBED HEREIN BEFORE
AND TO COMPLY WITH THE GENERAL PROVISIONS APPLICABLE
TO SECURITIES ISSUERS AND OTHER SECURITIES MARKET
PLAYERS ISSUED BY THE MINISTRY OF FINANCE AND
PUBLIC CREDIT, PUBLISHED IN THE FEDERAL OFFICIAL
GAZETTE ON 19 MAR 2003
IV. APPROVE TO DESIGNATE DELEGATES TO EXECUTE AND Management For *Management Position Unknown
FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING
AND APPROVE THE RELATED RESOLUTIONS
AMERICAN SUPERCONDUCTOR CORPORATION AMSC ANNUAL MEETING DATE: 10/01/2003
ISSUER: 030111108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GREGORY J. YUREK Management For For
ALBERT J. BACIOCCO, JR. Management For For
PETER O. CRISP Management For For
RICHARD DROUIN Management For For
GERARD MENJON Management For For
ANDREW G.C. SAGE, II Management For For
JOHN B. VANDER SANDE Management For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY S 2000 Management For For
EMPLOYEE STOCK PURCHASE PLAN, AS DESCRIBED IN
THE ACCOMPANYING PROXY STATEMENT.
03 TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL
YEAR.
APPLERA CORPORATION ABI ANNUAL MEETING DATE: 10/16/2003
ISSUER: 038020103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RICHARD H. AYERS Management For
JEAN-LUC BELINGARD Management For
ROBERT H. HAYES Management For
ARNOLD J. LEVINE Management Withheld
WILLIAM H. LONGFIELD Management For
THEODORE E. MARTIN Management For
CAROLYN W. SLAYMAN Management For
ORIN R. SMITH Management For
JAMES R. TOBIN Management For
TONY L. WHITE Management For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JUNE 30, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
Against
For
For
For
For
For
For
02 For
NDCHEALTH CORPORATION NDC ANNUAL MEETING DATE: 10/23/2003
ISSUER: 639480102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WALTER M. HOFF Management For For
NEIL WILLIAMS Management For For
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2003
ISSUER: 518439104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
IRVINE O. HOCKADAY, JR. Management For
FRED H. LANGHAMMER Management For
ROSE MARIE BRAVO Management For
02 APPROVAL OF THE EXECUTIVE ANNUAL INCENTIVE PLAN. Management For
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For
AUDITORS FOR THE 2004 FISCAL YEAR.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
ODFJELL ASA EGM MEETING DATE: 11/06/2003
ISSUER: R64958110000 ISIN: NO0003399909
SEDOL: 4852650
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING OF THE MEETING BY MR. B.D. ODFJELL JR., Management For *Management Position Unknown
CHAIRMAN OF THE BOARD, AND THE REGISTRATION OF
THE SHAREHOLDERS ATTENDING
2. ELECT THE CHAIRPERSON AND A SHAREHOLDER TO SIGN Management For *Management Position Unknown
THE MINUTES JOINTLY WITH THE CHAIRPERSON
3. APPROVE THE NOTICE OF MEETING AND THE AGENDA Management For *Management Position Unknown
4. ELECT ONE OR TWO NEW BOARD MEMBERS Management For *Management Position Unknown
CARDIAC SCIENCE, INC. DFIB ANNUAL MEETING DATE: 11/17/2003
ISSUER: 141410209 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RAYMOND W. COHEN Management Withheld Against
HOWARD L. EVERS Management For For
PETER CROSBY Management For For
BRIAN H. DOVEY Management For For
RAY E. NEWTON III Management For For
JEFFREY O'DONNELL SR. Management For For
BRUCE BARCLAY Management For For
02 APPROVAL TO AMEND OUR 1997 STOCK OPTION/STOCK Management Against Against
ISSUANCE PLAN.
03 APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS OUR Management For For
INDEPENDENT ACCOUNTANTS.
LANCASTER COLONY CORPORATION LANC ANNUAL MEETING DATE:
11/17/2003
ISSUER: 513847103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KERRII B. ANDERSON Management For For
JAMES B. BACHMANN Management For For
ROBERT S. HAMILTON Management For For
KONINKLIJKE AHOLD N.V. AHO ANNUAL MEETING DATE: 11/26/2003
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
03 2002 FINANCIAL STATEMENTS. -ADOPTION OF THE ANNUAL Management For For
ACCOUNTS
04 COMPOSITION OF THE EXECUTIVE BOARD. PROPOSAL Management For For
TO APPOINT MR. PETER WAKKIE.
05 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION. Management For For
6A AUTHORIZATION OF THE EXECUTIVE BOARD FOR A PERIOD Management For For
OF 18 MONTHS, EMPOWERING THE EXECUTIVE BOARD,
SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD,
TO ADOPT RESOLUTION: TO ISSUE ANY SHARES OF COMMON
STOCK, CUMULATIVE PREFERRED STOCK AND CUMULATIVE
PREFERRED FINANCING STOCK REMAINING UNISSUED,
ALL AS MORE FULLY DESCRIBED IN THE NOTICE OF
ANNUAL MEETING.
6B AUTHORIZATION OF THE EXECUTIVE BOARD FOR A PERIOD Management For For
OF 18 MONTHS, EMPOWERING THE EXECUTIVE BOARD,
SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD,
TO ADOPT RESOLUTION: TO RESTRICT OR ELIMINATE
THE PRE-EMPTIVE RIGHTS OF HOLDERS OF SHARES OF
COMMON STOCK WHEN ISSUING SHARES OF COMMON STOCK
AND/OR WHEN GRANTING RIGHTS TO SUBSCRIBE FOR
SHARES OF COMMON STOCK.
7 PROPOSAL TO AUTHORIZE THE CORPORATE EXECUTIVE Management For For
BOARD FOR A PERIOD OF 18 MONTHS, AND SUBJECT
TO THE APPROVAL OF THE SUPERVISORY BOARD, TO
ACQUIRE AS MANY ORDINARY SHARES OF THE COMPANY
AS SHALL BE PERMITTED WITHIN THE LIMITS OF THE
LAW AND THE ARTICLES OF ASSOCIATION, ALL AS MORE
FULLY DESCRIBED IN THE NOTICE OF ANNUAL MEETING.
KONINKLIJKE AHOLD NV AGM MEETING DATE: 11/26/2003
ISSUER: N0139V100000 ISIN: NL0000331817 BLOCKING
SEDOL: 5252602, 5252613, 5252624
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING Non-Voting *Management Position Unknown
2. RECEIVE THE REPORT FOR THE FY 2002 BY THE BOARD Management For *Management Position Unknown
OF MANAGEMENT
3. APPROVE THE ANNUAL ACCOUNT FOR 2002 Management For *Management Position Unknown
4. APPROVE THE COMPOSITION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6.A AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
THE APPROVAL OF SUPERVISORY BOARD, TO ISSUE NEW
ORDINARY SHARES AND CUMULATIVE PREFERRED FINANCING
SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
THE APPROVAL OF SUPERVISORY BOARD, TO RESTRICT
OR EXCLUDE THE PRE-EMPTIVE RIGHT OF HOLDERS OF
ORDINARY SHARES ON THE ISSUE OF NEW SHARES
7. AUTHORIZE THE BOARD OF MANAGEMENT, SUBJECT TO Management For *Management Position Unknown
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 Management For *Management Position Unknown
9. QUESTIONS AND CLOSING Non-Voting *Management Position Unknown
COMPANIA ANONIMA NAC. TEL. DE VENEZU VNT SPECIAL MEETING DATE: 12/02/2003
ISSUER: 204421101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 REDUCTION OF CAPITAL STOCK IN RESPECT OF THE Management For *Management Position Unknown
SHARES OF THE COMPANY S COMMON STOCK REPURCHASED
IN THE THIRD REPURCHASE PROGRAM.
02 APPROVAL OF DIVIDEND DECLARATION AND PAYMENT Management For *Management Position Unknown
SUBMITTED BY THE BOARD OF DIRECTORS, FOR A DIVIDEND
OF BS. 2,450.00 PER ADS, REPRESENTING BS. 350.00
PER SHARE TO BE PAID ON DECEMBER 19, 2003 TO
SHAREHOLDERS OF RECORD ON DECEMBER 12, 2003.
VERITAS DGC INC. VTS ANNUAL MEETING DATE: 12/02/2003
ISSUER: 92343P107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LOREN K. CARROLL Management For For
CLAYTON P. CORMIER Management For For
JAMES R. GIBBS Management For For
STEPHEN J. LUDLOW Management For For
BRIAN F. MACNEILL Management For For
JAN RASK Management For For
DAVID B. ROBSON Management For For
02 APPROVAL OF AN AMENDMENT TO RESTATED CERTIFICATE Management For For
OF INCORPORATION.
03 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE Management For For
1997 EMPLOYEE STOCK PURCHASE PLAN.
04 CONSENT TO THE STOCK OPTION EXCHANGE PROGRAM. Management For For
ROBERT MONDAVI CORPORATION MOND ANNUAL MEETING DATE: 12/12/2003
ISSUER: 609200100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
PHILIP GREER Management For
ANTHONY GREENER Management For
JOHN M. THOMPSON Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR.
03 TO APPROVE AN AMENDMENT TO THE 1993 EQUITY INCENTIVE Management Against
PLAN TO RESERVE AN ADDITIONAL 900,000 SHARES
OF CLASS A COMMON STOCK FOR ISSUANCE UNDER THAT
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 Against
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 12/16/2003
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. LESLIE DENEND Management For For
MR. GEORGE SAMENUK Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES OF THE
COMPANY S COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER BY 2,000,000 SHARES.
03 TO APPROVE AMENDMENTS TO THE STOCK OPTION PLAN Management Against Against
FOR OUTSIDE DIRECTORS TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE INITIAL STOCK OPTION
GRANT TO NON-EMPLOYEE DIRECTORS BY 5,000 TO 50,000
SHARES OF COMMON STOCK AND TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE SUBSEQUENT ANNUAL GRANTS
BY 5,000 SHARES TO 25,000 SHARES OF COMMON STOCK.
04 TO APPROVE AN AMENDMENT TO THE 2002 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES OF THE COMPANY S COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
ODFJELL ASA EGM MEETING DATE: 12/23/2003
ISSUER: R64958110000 ISIN: NO0003399909
SEDOL: 4852650
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING OF THE EGM BY MR. B.D. ODFJELL JR., CHAIRMAN Management For *Management Position Unknown
OF THE BOARD AND REGISTRATION OF THE SHAREHOLDERS
ATTENDING
2. ELECT A CHAIRPERSON AND A SHAREHOLDER TO SIGN Management For *Management Position Unknown
THE MINUTES JOINTLY WITH THE CHAIRPERSON
3. APPROVE THE NOTICE OF THE MEETING AND THE AGENDA Management For *Management Position Unknown
4. APPROVE AN EXTRAORDINARY DISTRIBUTION OF DIVIDEND Management For *Management Position Unknown
OF NOK 4.00 PER SHARE BASEDON THE BALANCE SHEET
AS PER 31 DEC 2002 AND THE EXTRAORDINARY DIVIDEND
TOTALS NOK 86,768,948.00 AND PAYABLE ON 30 DEC
2003 TO THE HOLDERS OF 23 DEC 2003
ACTIVISION, INC. ATVI SPECIAL MEETING DATE: 12/29/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE APPROVAL OF THE PROPOSED AMENDMENT TO THE Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
SYLVAN INC. SYLN ANNUAL MEETING DATE: 12/29/2003
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. BENNETT Management For For
MONIR K. ELZALAKI Management Withheld Against
JEANINE C. HELLER Management Withheld Against
VIRGIL H. JURGENSMEYER Management For For
NELSON OBUS Management For For
DENNIS C. ZENSEN Management Withheld Against
BANCA INTESA SPA, MILANO OGM MEETING DATE: 01/13/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
13 JAN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
FOR THE YEARS 2004, 2005 AND 2006 AFTER STATING
THEIR NUMBER AND APPROVE TO FIX THE REMUNERATION
OF THE EXECUTIVE COMMITTEE AS FOR ARTICLE 2389
OF THE CIVIL LAW AND THE YEARLY EMOLUMENTS AND
MEDALS FOR PRESENCE AS FOR ARTICLE 18 OF THE
BY-LAW
* PLEASE NOTE THAT THE OGM TO BE HELD ON 29 DEC Non-Voting *Management Position Unknown
2003 HAS BEEN POSTPONED AND THESECOND CONVOCATION
WILL BE HELD ON 13 JAN 2004. PLEASE ALSO NOTE
THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/22/2004
ISSUER: G02602103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
BRUCE K. ANDERSON Management Withheld Against
AVINOAM NAOR Management Withheld Against
ADRIAN GARDNER Management For For
DOV BAHARAV Management Withheld Against
JULIAN A. BRODSKY Management For For
ELI GELMAN Management For For
CHARLES E. FOSTER Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management Withheld Against
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2003.
03 APPROVAL OF AMENDMENT TO 1998 STOCK OPTION AND Management For For
INCENTIVE PLAN.
04 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
SIEMENS AG AGM MEETING DATE: 01/22/2004
ISSUER: D69671218000 ISIN: DE0007236101
SEDOL: 0798725, 4617008, 5727973, 5735222, 5735233, 5735288, 5750399, 5751615
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management For *Management Position Unknown
ANNUAL REPORT FOR THE 2002/2003 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 979,952,931.10 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.10 PER ENTITLED NO-PAR
SHARE AND THE DIVIDEND ON THE SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 23 JAN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Management For *Management Position Unknown
FOR THE 2003/2004 FY
6. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF THE SHARE CAPITAL, ONCE OR MORE
THAN ONCE BETWEEN 01 MAR 04 AND 21 JUL 05 AND
THE PRICE PAID FOR SUCH SHARES SHALL DEVIATE
NEITHER MORE THAN 10% FROM THEIR MARKET PRICE
IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE,
NOR MORE THAN 20% IF THEY ARE ACQUIRED THROUGH
A REPURCHASE OFFER OR AN OFFER TO EXCHANGE THE
SHARES FOR INFINEON SHARES AND TO RETIRE THE
SHARES, TO USE THE SHARES WITHIN THE SCOPE OF
THE COMPANY S STOCK OPTION PLANS, TO OFFER THE
SHARES TO THE EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES OR TO BONDHOLDERS AND TO USE THE SHARES
FOR REMUNERATION PURPOSES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY UP TO EUR 600,000,000
THROUGH THE ISSUE OF UP TO 200,000,000 NEW REGISTERED
NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR
KIND, ONCE OR MORE THAN ONCE ON OR BEFORE 21
JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL INCREASE AGAINST
CONTRIBUTIONS IN KIND, FOR RESIDUAL AMOUNTS,
IN ORDER TO GRANT SUCH RIGHTS TO BONDHOLDERS
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH OF UP TO 10% OF THE SHARE CAPITAL IF
THE SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE AND THE AUTHORIZED CAPITAL
2001/I AND 2003 SHALL BE REVOKED AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE BONDS OF UP TO EUR 11,250,000,000 CONFERRING
CONVERTIBLE OR OPTION RIGHTS FOR NEW SHARES OF
THE COMPANY, ONCE OR MORE THAN ONCE ON OR BEFORE
21 JAN 09; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR THE ISSUE OF BONDS AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, FOR RESIDUAL AMOUNTS AND IN ORDER TO GRANT
SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR OPTION
RIGHTS; AND THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 733,527,750
THROUGH THE ISSUE OF UP TO 244,509,250 REG. NO-PAR
SHARES, INSOFAR AS CONVERTIBLE OR OPTION RIGHTS
ARE EXERCISED CONTINGENT CAPITAL 2004 AND THE
EXISTING AUTHORIZATION AND THE CORRESPONDING
CONTINGENT CAPITAL 2003 SHALL BE REVOKED; AND
AMEND THE CORRESPONDING ARTICLES OF ASSOCIATION
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting *Management Position Unknown
THAT SIEMENS AG SHARES ARE ISSUED IN REGISTERED
FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING
IN ORDER TO ENTITLE YOU TO VOTE. IF YOU HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
EMERSON ELECTRIC CO. EMR ANNUAL MEETING DATE: 02/03/2004
ISSUER: 291011104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
C. FERNANDEZ G. Management For For
C.F. KNIGHT Management For For
G.A. LODGE Management For For
R.L. RIDGWAY Management For For
E.E. WHITACRE, JR. Management For For
02 RE-APPROVAL OF PERFORMANCE MEASURES UNDER THE Management For For
EMERSON ELECTRIC CO. 1997 INCENTIVE SHARES PLAN
03 RATIFICATION OF INDEPENDENT AUDITORS Management For For
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/04/2004
ISSUER: 922206107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN G. MCDONALD Management For For
WAYNE R. MOON Management For For
02 APPROVAL OF AMENDED AND RESTATED MANAGEMENT INCENTIVE Management For For
PLAN
RALCORP HOLDINGS, INC. RAH ANNUAL MEETING DATE: 02/05/2004
ISSUER: 751028101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD A. LIDDY Management For For
WILLIAM P. STIRITZ Management For For
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/12/2004
ISSUER: 050095108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DEBORAH A. BECK Management For For
ROBERT W. BURGESS Management For For
GEORGE S. DOTSON Management For For
HANS HELMERICH Management For For
JOHN R. IRWIN Management For For
WILLIAM J. MORRISSEY Management For For
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/18/2004
ISSUER: 549463107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KARL J. KRAPEK Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
02 DIRECTORS PROPOSAL TO DECLASSIFY THE BOARD AND Management For For
TO ALLOW FOR THE REMOVAL OF DIRECTORS WITHOUT
CAUSE
03 DIRECTORS PROPOSAL TO APPROVE OUR 2004 EQUITY Management For For
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
04 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
05 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE SEVERANCE AGREEMENTS
06 SHAREOWNER PROPOSAL TO DISCONTINUE EXECUTIVE Shareholder Against For
EQUITY COMPENSATION PROGRAMS AFTER EXPIRATION
OF EXISTING COMMITMENTS
AMERICAN ITALIAN PASTA COMPANY PLB ANNUAL MEETING DATE: 02/19/2004
ISSUER: 027070101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
TIM M. POLLAK Management For For
WILLIAM R. PATTERSON Management For For
TERENCE C. O'BRIEN Management For For
02 AN AMENDMENT TO THE 2000 EQUITY PLAN TO INCREASE Management For For
THE SHARES AVAILABLE UNDER THE PLAN FROM 1,000,000
TO 1,800,000.
03 RATIFICATION OF THE BOARD OF DIRECTORS SELECTION Management For For
OF ERNST & YOUNG LLP TO SERVE AS AIPC S INDEPENDENT
AUDITORS FOR FISCAL YEAR 2004.
NOVARTIS AG NVS ANNUAL MEETING DATE: 02/24/2004
ISSUER: 66987V109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL Management For For
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2003.
02 APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS. Management For For
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS Management For For
AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.
04 CONVERSION OF GENERAL RESERVES INTO FREE RESERVES. Management For For
05 REDUCTION OF SHARE CAPITAL. Management For For
06 FURTHER SHARE REPURCHASE PROGRAM. Management For For
07 AMENDMENT TO THE ARTICLES OF INCORPORATION. Management For For
8A ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.
8B ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.
8C ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.
9 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
SANDERSON FARMS, INC. SAFM ANNUAL MEETING DATE: 02/26/2004
ISSUER: 800013104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
ROBERT BUCK SANDERSON Management Withheld Against
DONALD W. ZACHARIAS Management For For
WILLIAM R. SANDERSON Management Withheld Against
GAIL JONES PITTMAN Management For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY Management For For
AND APPROVE THE SELECTION OF ERNST & YOUNG LLP
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2004.
QUALCOMM, INCORPORATED QCOM ANNUAL MEETING DATE: 03/02/2004
ISSUER: 747525103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ADELIA A. COFFMAN Management For For
RAYMOND V. DITTAMORE Management For For
IRWIN MARK JACOBS Management For For
RICHARD SULPIZIO Management For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 Management Against Against
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 PRICEWATERHOUSECOOPERS Management For For
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 CLASSIFIED Shareholder For Against
BOARD.
KONINKLIJKE AHOLD N.V. AHO SPECIAL MEETING DATE: 03/03/2004
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
03 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION. Management
04 APPROVAL OF TERMS AND CONDITIONS CONVERSION RIGHTS Management
CUMULATIVE PREFERRED FINANCING SHARES.
05 ADOPTION OF THE CORPORATE EXECUTIVE BOARD S GENERAL Management
REMUNERATION POLICY.
06 INVESTIGATIONS BY PUBLIC BODIES AND SUPERVISORY Management
BODIES AS WELL AS CURRENT LAWSUITS. - TERMINATION
VEB PROCEEDINGS.
P.T. TELEKOMUNIKASI INDONESIA, TBK TLK SPECIAL MEETING DATE: 03/10/2004
ISSUER: 715684106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL ON REPLACEMENT OF ANNUAL REPORT AND Management For For
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
2002 THAT WERE RATIFIED IN THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS ON MAY 9, 2003.
02 APPROVAL ON THE ANNUAL REPORT 2002 RATIFICATION Management For For
OF THE CONSOLIDATED FINANCIAL STATEMENTS 2002
THAT HAVE BEEN RESTATED AND REAUDITED.
03 RATIFICATION OF THE RESTATED CONSOLIDATED FINANCIAL Management For For
STATEMENTS 2000 AND 2001.
04 RESTATEMENT OF THE COMPANY S NET INCOME ALLOCATION Management For For
FOR THE YEAR 2000, 2001 AND 2002.
05 CHANGE OF THE COMPOSITION OF THE BOARD OF COMMISSIONERS Management For For
AND BOARD OF DIRECTORS.
CABOT CORPORATION CBT ANNUAL MEETING DATE: 03/11/2004
ISSUER: 127055101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KENNETT F. BURNES Management For For
JOHN S. CLARKESON Management For For
RODERICK C.G. MACLEOD Management For For
RONALDO H. SCHMITZ Management For For
CLUB MEDITERRANEE SA, PARIS MIX MEETING DATE: 03/11/2004
ISSUER: F18690101000 ISIN: FR0000121568 BLOCKING
SEDOL: 4204370, 4204422, 4575377, 5257726
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT AND THE Management For *Management Position Unknown
GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY CLOSED ON 31
OCT 2003; AND GRANT PERMANENT DISCHARGE TO THE
MEMBERS OF EXECUTIVE COMMITTEE AND THE SUPERVISORY
BOARD FOR THE COMPLETION OF ITS ASSIGNMENT FOR
THE CURRENT YEAR
O.2 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For *Management Position Unknown
PRESENTED AND THE EXECUTIVE COMMITTEE REPORT
FOR THE GROUP IS INCLUDED IN THE SUPERVISORY
BOARD REPORT; AND APPROVE THE NET INCOME OF SHARE
GROUP: EUR (-) 94,430,000.00
O.3 APPROVE TO CHARGE THE RECORDED LOSSES OF EUR Management For *Management Position Unknown
133,549,951.00 TO THE RETAINED LOSSES ACCOUNT;
APPROVE THE RETAINED LOSSES ACCOUNT WILL SHOW
A NEW BALANCE OF EUR 247,351,130.00; AND IN ACCORDANCE
WITH PROVISION OF THE LAW
O.4 APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE L.225-38 AND FOLLOWING
OF THE COMMERCIAL LAW
O.5 APPROVE TO ALLOCATE EUR 305,000.00 TO THE MEMBERS Management For *Management Position Unknown
OF THE EXECUTIVE COMMITTEE AS ATTENDANCE FEES
O.6 RATIFY THE APPOINTMENT OF MR. ANNE-CLAIRE TAITTINGER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.7 RATIFY THE APPOINTMENT OF MR. ETIENNE BERTIER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.8 RATIFY THE APPOINTMENT OF MR. SAUD AL-SULAIMAN Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.9 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 17 MAR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 70.00;
MINIMUM SELLING PRICE: EUR 30.00; AND MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
E.10 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management For *Management Position Unknown
IN FRANCE OR ABROAD, WITH THE ISSUE OF TRANSFERABLE
SECURITIES WITHOUT THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR 15,000,000.00;
AND AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.11 AMEND THE ARTICLES OF ASSOCIATION NO.7 Management For *Management Position Unknown
O.12 AMEND THE ARTICLES OF ASSOCIATION NO.25 Management For *Management Position Unknown
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
BANCO COMERCIAL PORTUGUES SA BCP, PORTO AGM MEETING DATE: 03/15/2004
ISSUER: X03188137000 ISIN: PTBCP0AM0007 BLOCKING
SEDOL: 0924199, 4070258, 5812493, 5816859, 7217739
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE 2003 ANNUAL REPORT AND RESULTS AND Management *Management Position Unknown
THE 2003 CONSOLIDATE ANNUAL REPORT AND 2003 CONSOLIDATED
RESULTS
2. APPROVE TO APPROPRIATE THE PROFITS Management *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management *Management Position Unknown
S MANAGEMENT AND AUDITING
4. AMEND THE COMPANY S BY-LAWS Management *Management Position Unknown
5. RATIFY THE CO-OPTATION OF ONE MEMBER OF THE SENIOR Management *Management Position Unknown
BOARD TO FULFIL A VACANCY
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management *Management Position Unknown
7. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management *Management Position Unknown
KOREA ELECTRIC POWER CORPORATION KEP ANNUAL MEETING DATE: 03/19/2004
ISSUER: 500631106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF NON-CONSOLIDATED BALANCE SHEET, INCOME Management For *Management Position Unknown
STATEMENT AND THE PROPOSED APPROPRIATION OF RETAINED
EARNINGS IN RESPECT OF YEAR 2003, ALL PREPARED
IN ACCORDANCE WITH KOREAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ( GAAP ).
02 SELECTION OF THE PRESIDENT OF KEPCO. Management For *Management Position Unknown
DOUGLAS HOLDING AG AGM MEETING DATE: 03/24/2004
ISSUER: D2290M102000 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY FROM 01 JAN TO 30 SEP 2003,
WITH THE REPORT OF THE SUPERVISORY BOARD, THE
GROUP FINANCIAL STATEMENTS AND THE GROUP ANNUAL
REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 30,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.75 PER NO-PAR SHARE; EUR
695,581.50 BE CARRIED FORWARD; EX-DIVIDEND; AND
PAYABLE DATE: 25 MAR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
ITS SHARE CAPITAL, AT PRICE NOT MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
23 SEP 2005 AND TO RETIRE THE SHARES, TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THEY ARE SOLD
AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, AND TO USE THE SHARES FOR ACQUISITION
PURPOSES
6. APPOINT SUSAT & PARTNER, HAMBURG AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2003/2004
BRISA AUTO ESTRADAS DE PORTUGAL SA, SAO DOMINGOS DE RANA AGM MEETING DATE: 03/25/2004
ISSUER: X07448107000 ISIN: PTBRI0AM0000 BLOCKING
SEDOL: 5369193, 5378928, 5803925, 5821574
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2003 ANNUAL REPORT AND RESULTS Management For *Management Position Unknown
2. APPROVE THE 2003 CONSOLIDATED REPORT AND ALSO Management For *Management Position Unknown
THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
5. APPROVE THE REPORT OF THE INCENTIVE PLAN TO THE Management For *Management Position Unknown
MANAGEMENT
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
BRISA AUTO ESTRADAS DE PORTUGAL SA, SAO DOMINGOS DE RANA AGM MEETING DATE: 03/25/2004
ISSUER: X07448107000 ISIN: PTBRI0AM0000 BLOCKING
SEDOL: 5369193, 5378928, 5803925, 5821574
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
# 126591 DUE TO THE ADDITIONOF A RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE 2003 ANNUAL REPORT AND RESULTS Management For *Management Position Unknown
2. APPROVE THE 2003 CONSOLIDATED REPORT AND ALSO Management For *Management Position Unknown
THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
5. APPROVE THE REPORT OF THE INCENTIVE PLAN TO THE Management For *Management Position Unknown
MANAGEMENT
6. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
7. ELECT THE SALARY COMMISSION Management For *Management Position Unknown
MERCK KGAA, DARMSTADT AGM MEETING DATE: 03/26/2004
ISSUER: D5357W103000 ISIN: DE0006599905 BLOCKING
SEDOL: 4741844, 4743033
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003, ALONGWITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND THE GROUP ANNUAL REPORT
2. APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2003 Management For *Management Position Unknown
3. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 40,201,879.19 ASFOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.80 PER NO-PAR SHARE EUR
601,879.99 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 29 MAR 2004
4. RATIFY THE ACTS OF THE COMPANY S MANAGEMENT Management For *Management Position Unknown
5. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPOINT KPMG, MANNHEIM AS THE AUDITORS FOR THE Management For *Management Position Unknown
FY 2004
7. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
8. AUTHORIZE THE MANAGEMENT WITH THE CONSENT OF Management For *Management Position Unknown
THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 64,349,997.40 THROUGH THE
ISSUE OF NEW SHARES AGAINST PAYMENT IN CASH OR
KIND, ON OR BEFORE 31 MAR 2009; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
A CAPITAL INCREASE AGAINST CASH PAYMENT OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND AMEND THE
CORRESPONDING ARTICLES OF ASSOCIATION
BANCO ESPIRITO SANTO SA AGM MEETING DATE: 03/30/2004
ISSUER: X0346X153000 ISIN: PTBES0AM0007 BLOCKING
SEDOL: 4058061, 5740334
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE 2003 ANNUAL REPORT AND THE RESULTS Management For *Management Position Unknown
2. RECEIVE THE 2003 CONSOLIDATED ANNUAL REPORT, Management For *Management Position Unknown
AND THE 2003 CONSOLIDATED RESULTS
3. APPROVE THE PROFITS APPROPRIATION Management For *Management Position Unknown
4. ACKNOWLEDGE THE COMPANY S MANAGEMENT AND THE AUDITING Management For *Management Position Unknown
5. APPROVE THE GROUP RELATION WITH SUBSIDIARY COMPANIES Management For *Management Position Unknown
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL ITS Management For *Management Position Unknown
OWN SHARES
7. RATIFY THE DIRECTORS MR. JOSE MANUEL RUIVO DA Management For *Management Position Unknown
PENA AND MICHEL MARIN LE MASSON CO-OPTATION
8. ELECT THE GOVERNING BODIES FOR THE QUADRIENNIUM Management For *Management Position Unknown
2004/2007
9. AMEND N 3 OF ARTICLE 23 AND N 3 OF ARTICLE 24 Management For *Management Position Unknown
OF THE COMPANY BY-LAWS
10. AMEND THE REGULATION OF N 4 OF ARTICLE 24 OF Management For *Management Position Unknown
THE COMPANY BY-LAWS
COMPANIA ANONIMA NAC. TEL. DE VENEZU VNT ANNUAL MEETING DATE: 03/31/2004
ISSUER: 204421101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE APPROVAL OF THE ANNUAL REPORT AND FINANCIAL Management For *Management Position Unknown
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2003.
02 THE APPROVAL OF THE PAYMENT OF AN ORDINARY DIVIDEND Management For *Management Position Unknown
FOR 2004 OF BS. 550 PER SHARE REPRESENTING US$
2.01 PER ADS.
03 AUTHORIZATION TO ISSUE BONDS AND COMMERCIAL PAPER. Management For *Management Position Unknown
4A ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL) VICENTE Management For *Management Position Unknown
LLATAS (ALTERNATE)
4B ELECTION OF: DANIEL PETRI (PRINCIPAL) AND MIKE Management For *Management Position Unknown
PAWLOWSKI (ALTERNATE)
4C ELECTION OF: JOHN LACK (PRINCIPAL) AND CHARLES Management For *Management Position Unknown
FALLINI (ALTERNATE)
4D ELECTION OF: JOHN DOHERTY (PRINCIPAL) AND LUIS Management For *Management Position Unknown
ESTEBAN PALACIOS (ALTERNATE)
4E ELECTION OF: JOSE M. ORTEGA (PRINCIPAL) AND ARTURO Management For *Management Position Unknown
BANEGAS (ALTERNATE)
4F ELECTION OF: RICARDO HAUSMANN (PRINCIPAL) AND Management For *Management Position Unknown
GERMAN GARCIA-VELUTINI (ALTERNATE)
05 APPROVAL OF ESPINEIRA, SHELDON Y ASOCIADOS- MEMBER Management For *Management Position Unknown
FIRM OF PRICEWATERHOUSECOOPERS, AS EXTERNAL AUDITORS
FOR 2004.
06 RATIFICATION OF THE NOMINATED STATUTORY AUDITOR, Management For *Management Position Unknown
PRINCIPAL AND ALTERNATE, AND THEIR RESPECTIVE
COMPENSATION FOR SERVICES TO BE RENDERED. EUDORO
BARRETO (PRINCIPAL) AND QUISQUELLA PLANAS (ALTERNATE)
LONZA GROUP AG, ZUERICH AGM MEETING DATE: 03/31/2004
ISSUER: H50524133000 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* PLEASE BE ADVISED THAT THIS IS A REVISION DUE Non-Voting
TO THE REVISED CUTOFF DATE. IFYOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RE-SEND THIS PROXY
FORM UNLESS YOU WISH TO AMEND YOU VOTING INSTRUCTIONS.
THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
* *Management Position Unknown
LONZA GROUP AG, ZUERICH AGM MEETING DATE: 03/31/2004
ISSUER: H50524133000 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS 2003 Management For *Management Position Unknown
AND THE REPORT OF THE AUDITORS
2. APPROVE THE ACCOUNTS OF THE GROUP 2003 REPORT Management For *Management Position Unknown
OF THE GROUP AUDITOR
3. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management For *Management Position Unknown
4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS ALSO ACTING AS GROUP AUDITOR Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING#122276, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST HAVE BEEN NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
ENDESA SA, MADRID OGM MEETING DATE: 04/02/2004
ISSUER: E41222113000 ISIN: ES0130670112
SEDOL: 2615424, 4315368, 5271782, 5285501, 5788806
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. EXAMINE AND, IF APPROPRIATE, APPROVAL OF THE Management For *Management Position Unknown
FINANCIAL STATEMENTS AND MANAGEMENT REPORT OF
THE COMPANY AND OF ITS CONSOLIDATED GROUP FOR
THE YEAR ENDED DECEMBER 31, 2003, AS WELL AS
THE CONDUCT OF THE COMPANY S BUSINESS IN THAT
FISCAL YEAR.
2. APPROPRIATION OF INCOME FOR THE YEAR AND DISTRIBUTION Management For *Management Position Unknown
OF DIVIDEND.
3. AMEND THE CORPORATE BYLAWS. A) NEW WORDING FOR Management For *Management Position Unknown
THE FOLLOWING ARTICLES OF THE CURRENT CORPORATE
BYLAWS: ARTICLE 16 (ISSUE OF DEBENTURES) AND
ARTICLE 33 (RIGHT TO INFORMATION). B) INSERTION
OF ONE NEW ARTICLE INTO THE CURRENT CORPORATE
BYLAWS, NAMELY, ARTICLE 30 BIS (VOTING AND REPRESENTATION
BY REMOTE MEANS OF COMMUNICATION).
4. AMEND THE STOCKHOLDERS MEETING REGULATIONS. Management For *Management Position Unknown
A) NEW WORDING FOR THE FOLLOWING ARTICLES OF
THE CURRENT STOCKHOLDERS MEETING REGULATIONS:
ARTICLE 9 (RIGHT TO INFORMATION), ARTICLE 12
(PUBLIC PROXY SOLICITATION) AND ARTICLE 18 (SPEECHES).
B) INSERTION OF ONE NEW ARTICLE INTO THE CURRENT
STOCKHOLDERS MEETING REGULATIONS, NAMELY ARTICLE
20 BIS (VOTING AND REPRESENTATION BY REMOTE MEANS
OF COMMUNICATION).
5. APPOINTMENT, ASSIGNMENT, RATIFICATION AND RENEWAL Management For *Management Position Unknown
PER THE BYLAWS OF DIRECTORS.F DIRECTORS
6. APPOINTMENT OF AUDITORS FOR THE COMPANY AND ITS Management For *Management Position Unknown
CONSOLIDATED GROUP.
7. AUTHORITY FOR THE COMPANY AND ITS SUBSIDIARIES Management For *Management Position Unknown
TO ACQUIRE TREASURY STOCK UNDER THE PROVISIONS
OF ARTICLE 75 AND ADDITIONAL PROVISION 1 OF THE
CORPORATIONS LAW.
8. AUTHORITY FOR THE BOARD OF DIRECTORS TO CARRY Management For *Management Position Unknown
OUT, IMPLEMENT AND, IF APPROPRIATE, RECTIFY ANY
RESOLUTIONS ADOPTED BY THE STOCKHOLDERS MEETING
AND TO DELEGATE ANY POWERS RECEIVED BY IT FROM
THE STOCKHOLDERS MEETING, AND GRANTING OF POWERS
TO HAVE THOSE RESOLUTIONS RECORDED IN A PUBLIC
DEED.
9. INFORMATION FOR THE STOCKHOLDERS MEETING CONCERNING Management For *Management Position Unknown
THE BOARD REGULATIONS ULATIONS
* PLEASE NOTE THAT THE MEETING HELD ON 01 APR 2004 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 02
APR 2004. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
CTI MOLECULAR IMAGING, INC. CTMI ANNUAL MEETING DATE: 04/06/2004
ISSUER: 22943D105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal
Number Proposal Type
01 DIRECTOR Management
WOLF-EKKEHARD BLANZ PHD Management
HAMILTON JORDAN Management
MICHAEL E. PHELPS, PHD Management
02 AS TO RATIFICATION OF THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS Management
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
03 AS TO APPROVAL AND ADOPTION OF AN AMENDMENT TO Management
THE CTI MOLECULAR IMAGING, INC. 2002 LONG-TERM
INCENTIVE PLAN.
VOTE GROUP: GLOBAL
Proposal Vote For or Against
Number Cast Mgmt.
01
Withheld Against
For For
Withheld Against
02 For For
03 For For
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/13/2004
ISSUER: 064057102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. BIONDI Management For For
MR. DONOFRIO Management For For
MR. GRIFFITH Management For For
MR. HASSELL Management For For
MR. KOGAN Management For For
MR. KOWALSKI Management For For
MR. LUKE Management For For
MR. MALONE Management For For
MR. MYNERS Management For For
MR. POZEN Management For For
MS. REIN Management For For
MR. RENYI Management For For
MR. RICHARDSON Management For For
MR. ROBERTS Management For For
MR. SCOTT Management For For
02 RATIFICATION OF AUDITORS Management For For
03 APPROVAL OF AN AMENDMENT TO THE 2004 MANAGEMENT Management For For
INCENTIVE COMPENSATION PLAN
04 SHAREHOLDER PROPOSAL WITH RESPECT TO POLITICAL Shareholder Against For
CONTRIBUTIONS
05 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
06 SHAREHOLDER PROPOSAL WITH RESPECT TO THE COMPOSITION Shareholder Against For
OF THE RISK COMMITTEE
07 SHAREHOLDER PROPOSAL WITH RESPECT TO THE COMPANY Shareholder Against For
S RIGHTS PLAN
BANCA INTESA SPA, MILANO AGM MEETING DATE: 04/14/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
15 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003, THE DIRECTOR S REPORTS ON MANAGEMENT ACTIVITY,
THE INTERNAL AUDITORS REPORT AND THE ALLOCATION
OF PROFIT AND DISTRIBUTION OF AVAILABLE RESERVES
ALSO WITH ASSIGNMENT OF OWN SHARES, RESOLUTIONS
RELATED THERE TO
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/14/2004
ISSUER: 806857108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J. DEUTCH Management For For
J.S. GORELICK Management For For
A. GOULD Management For For
T. ISAAC Management For For
A. LAJOUS Management For For
A. LEVY-LANG Management For For
D. PRIMAT Management For For
T. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
03 APPROVAL OF ADOPTION OF THE 2004 STOCK AND DEFERRAL Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Management For For
GROUPE DANONE MIX MEETING DATE: 04/15/2004
ISSUER: F12033134000 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE THAT THE MEETING WILL BE HELD ON Non-Voting
15 APR 2004. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID AND YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET. THANK YOU
OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED
O.1 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management Take No Action
PROFITS FOR THE FY: EUR 191,383,293.40; PRIOR
RETAINED EARNINGS: EUR 1,391,592,951.81; DISTRIBUTABLE
PROFITS: EUR 1,582,976,245.21; GLOBAL DIVIDEND:
EUR 327,504,957.85; BALANCE CARRIED FORWARD:
EUR 1,255,471,287.36; AND THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 2.45, WITH A CORRESPONDING
TAX CREDIT OF EUR 1.225; THIS DIVIDEND WILL BE
PAID ON 11 MAY 2004
O.4 APPROVE TO RATIFY THE DECISION OF THE BOARD OF Management Take No Action
DIRECTORS TO TRANSFER THE HEAD OFFICE OF THE
COMPANY TO, 17 BOULEVARD HAUSSMANN, 75009 PARIS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. EMMANUEL Management Take No Action
FABER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF CABINET Management Take No Action
MAZARS AND GUERARD AS STATUTORY AUDITOR FOR A
PERIOD OF 6 YEARS
O.7 APPROVE TO MAINTAIN MR. JEROME SEYDOUX AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 1 YEAR
O.2 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management Take No Action
GENERAL AUDITORS REPORT AND APPROVE THE CONSOLIDATED
ACCOUNTS AND THE BALANCE SHEET FOR THE FY 2003,
AS PRESENTED TO IT
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCK Management Take No Action
RIBOUD AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF CABINET Management Take No Action
PRICEWATERHOUSECOOPERS AUDIT AS STATUTORY AUDITOR
FOR A PERIOD OF 6 YEARS
O.10 APPOINT PATRICK DE CAMBOURG AS THE DEPUTY AUDITOR Management Take No Action
FOR A PERIOD OF 6 YEARS
O.11 APPOINTS ANNE MONTEIL AS A DEPUTY AUDITOR FOR Management Take No Action
A PERIOD OF 6 YEARS
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 200.00;
MINIMUM SELLING PRICE: EUR 120.00; AND MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10; AUTHORITY
IS VALID FOR A PERIOD OF 18 MONTHS ; AND APPROVE
THAT THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION GIVEN BY
THE MIX MEETING OF 11 APR 2003
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
IN FRANCE OR ABROAD, WITH THE ISSUE OF TRANSFERABLE
SECURITIES WITH THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management Take No Action
THE ISSUE OF TRANSFERABLE SECURITIES WITHOUT
THE PREFERENTIAL SUBSCRIPTION RIGHT AND WITH
THE OPTION OF GRANTING A PREFERENCE PERIOD
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
IN FRANCE OR ABROAD, WITH THE ISSUE OF NEW SHARES
RESERVED OF THE EMPLOYEES OF THE COMPANY GROUPE
DANONE FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
NECESSARY TO CARRY OUT THE CAPITAL INCREASE WHICH
HAS BEEN ADOPTED
E.16 APPROVE, AFTER DELIBERATING ON THE BOARD OF DIRECTORS Management Take No Action
REPORT, TO OVERHAUL THE ARTICLES OF ASSOCIATION
IN ORDER TO HARMONIZE THEM WITH THE LEGAL PROVISIONS
IN FORCE AND MODIFIES THE ARTICLES NUMBERS 2,
11 AND 18
E.17 APPROVE TO PROCEED TO DIVIDED OF THE PAR VALUE Management Take No Action
OF THE SHARES OF THE COMPANY 2 NEW SHARES AGAINST
OF EUR 0.50
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.8 *Management Position Unknown
O.7 *Management Position Unknown
O.2 *Management Position Unknown
O.5 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
O.18 *Management Position Unknown
* *Management Position Unknown
RWE AG, ESSEN OGM MEETING DATE: 04/15/2004
ISSUER: D6629K109000 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORTS FOR THE 2003 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE APPROPRIATION
OF THE DISTRIBUTABLE PROFIT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 703,099,758.19 AS FOLLOWS: DECLARE
A DIVIDEND OF EUR 1.25 PER NO-PAR SHARE; EUR
93,508.19 BE CARRIED FORWARD; EX-DIVIDEND AND
PAYABLE DATE: 16 APR 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT PRICEWATERHOUSECOOPERS, ESSEN, AS THE Management For *Management Position Unknown
AUDITORS FOR THE 2004 FY
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF THE SUPERVISORY BOARD RECEIVING
A DAILY ATTENDANCE FEE OF EUR 500 PER SUPERVISORY
BOARD MEETING OR COMMITTEE MEETING
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU
SCHERING AG AGM MEETING DATE: 04/16/2004
ISSUER: D67334108000 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE PRESENTATION OF THE FINANCIAL STATEMENTS Management For
AND ANNUAL REPORT FOR THE 2003 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT
2. RECEIVE RESOLUTION, ON THE APPROPRIATION OF THE Management For
DISTRIBUTIONS PROFIT OF EUR 223,420,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR .93 PER NO-PAR SHARE
EUR 43,000,000 SHALL BE ALLOCATED TO THE REVENUE
RESERVES EX-DIVIDEND AND PAYABLE DATE:19 APR
2004
3. RATIFY THE ACTS OF THE BOARD OF MDS Management For
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For
5. APPOINT THE AUDITORS FOR THE 2004 FY BDO DEUTSCHE Management For
WARENTREUHAND AG, BERLIN
6. RECEIVE RESOLUTION, ON THE CREATION OF THE AUTHORIZED Management For
CAPITAL, AND THE CORRESPONDENCE AMENDMENT TO
THE ARTICLE OF ASSOCIATION. THE BOARD OF MDS
SHALL AUTHORIZED, WIT THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARES CAPITAL BY UP TO
EUR 97,000,000 THROUGH THE ISSUE OF NEW SHARES
AGAINST CONTRIBUTIONS IN CASH OR KIND, ON OR
BEFORE 15 APR 2009. SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR A CAPITAL INCREASE
OF UP TO 10% OF THE SHARE CAPITAL AGAINST CONTRIBUTION
IN CASH IF THE SHARES ARE ISSUED AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE, FOR THE
ISSUE OF SHARES AGAINST CONTRIBUTIONS IN KIND,
FOR RESID-UAL AMOUNTS, AND IN ORDER TO GRANT
SUCH RIGHTS TO BONDHOLDERS
7. RECEIVE RESOLUTION, ON THE AUTHORIZATION TO ISSUE Management For
CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDENCE
AMENDMENT TO THE ARTICLE OF ASSOCIATION. THE
BOARD OF MDS SHALL AUTHORIZED, WIT THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP
TO EUR 600,000,000, HAVING A TERM OF UP TO 15
YEARS AND CONFERRING CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY, ONCE OR MORE
THAN ONCE ON OR BEFORE 15 APR 2009. SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND.OR
OPTION RIGHTS FOR SHARES OF THE COMPANY UP TO
10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY
BELOW THER THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE ISSUE OF BONDS TO HOLDERS
OF PREVIOUSLY ISSUED CONVERTIBLE OR OPTION RIGHTS.
THE COMPAY S SHARE CAPTIAL SHALL INCREASE ACCORDINGLY
BY UP TO EUR 10,000,000 THROUGH THE ISSUE OF
UP TO 10,000,000 NEW SHARES, INSOFAR AS CONVERTIBLE
AND/OR OPTION RIGHTS ARE EXERCISED
8. RECEIVE RESOLUTION, ONT HE REMUNERATION FOR THE Management For
SUPERVISORY BOARD, AND THE CORRESPONDENCE AMENDMENT
TO THE ARTICLE OF ASSOCIATION. EACH MEMBER OF
THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 50,000, A PROFIT RELATED
REMUNERATION FO EUR 250 FOR EVERY EUR 0.01 OF
THE EARNINGS PER SHARE IN EXCESS OF EUR 0.60,
AND A PERFORMANCE-RELATED REMUNERATION OF AT
LEAST EUR 60,000. THE CHAIRMAN ONE AND A HALF
TIMES THESE AMOUNTS. FURTHERMORE, THE SUPERVISORY
BOARD SHALL RECEIVE EUR 470,000 AS REMUNERATION
FOR COMMITTEE MEMBERS
9. AMEND THE ARTICLE OF ASSOCIATION Management For
11. ELECT THE SUPERVISORY BOARD Management For
10. AUTHORIZE TO ACQUIRE OWN SHARES. THE BOARD OF Management For
MDS SHALL BE AUTHORIZED TO ACQUIRE SHARES OF
THE COMPANY OF UP TO EUR 19,400,000, THROUGH
THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN
10% ABOVE, NOR MORE THAN 20% BELOW THE MARKET
PRICE OF THE SAHRES, OR BY WAY OF A REPURCHASE
OFFER AT A PRICE NOT DIFFERING MORE THAN 20%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
30 SEP 2005. THE BOARD OF MDS SHALL BE AUTHORIZED
TO RETIRE THE SHARES, TO USE THE SHARES FOR ACQUISITION
PURPOSES, TO OFFER THE SHARES TO BONDHOLDERS
OR TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES,
AND TO USE THE SHARES WITHIN THE SCOPE OF THE
COMPANYS STOCK OPTION PLAN
12. APPROVE THE PROFIT TRANSFER AGREEMENTS WITH THE Management For
COMPANYS WHOLLY-OWNED SUBSIDIARIES SCHERING DEUTSCHLAND
HOLDING AG, SCHERING FINNLAND HOLDING GMBH, PHARMA-VERLAGS-BUCHHANDLUNG
GMBH, SCHERING VERSICHERUNGS-VERMITTLUNG GMBH,
AND BERLAX 01 GMBH, EFFECTIVE UNTIL AT LEAST
31 DEC 2008
13. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For
WITH THE COMPANYS WHOLLY-OWNED SUBSIDIARY SCHERING
INTERNATIONAL HOLDING GMBH, EFFECTIVE UNTIL AT
LEAST 31 DEC 2008
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
11. *Management Position Unknown
10. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
SOCIEDADE DE INVESTIMENTO E GESTAO SGPS SA SEMAPA, LISBOA AGM MEETING DATE: 04/16/2004
ISSUER: X7936A113000 ISIN: PTSEM0AM0004 BLOCKING
SEDOL: 5962934
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, BALANCE SHEET AND Management For *Management Position Unknown
ACCOUNTS FOR 2003, AS WELL AS ONTHE SUPERVISORY
BOARD REPORT AND APPRECIATION
2. APPROVE THE CONSOLIDATED ACCOUNTS DOCUMENTS CONCERNING Management For *Management Position Unknown
THE SAME FY
3. APPROVE THE PROFIT APPLICATION Management For *Management Position Unknown
4. APPROVE THE COMPANY S MANAGING AND AUDITING Management For *Management Position Unknown
5. RECEIVE THE PROPOSAL OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
FOR THE ACQUISITION AND ALIENATION OF OWN SHARES
AND BONDS
6. RATIFY THE PERMANENT AND ALTERNATE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD UNDER THETERMS OF NUMBER
3 OF ARTICLE 50 OF THE DECREE-LAW 487/99 OF THE
16TH OF NOV
7. ELECT A MEMBER IN ORDER TO FULFILL A VACANCY Management For *Management Position Unknown
IN THE SUPERVISOR BOARD UNTIL THE END OF THE
MANDATE IN COURSE
HENKEL KGAA AGM MEETING DATE: 04/19/2004
ISSUER: D32051126000 ISIN: DE0006048432 BLOCKING
SEDOL: 4420314, 4420518, 5076705, 5084924, 5084946, 7159143
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting *Management Position Unknown
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE 2003
FINANCIAL STATEMENTS
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting *Management Position Unknown
PROFIT OF EUR 166,992,742.50 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.14 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.20 PER PREFERENCE
SHARE; AND EX-DIVIDEND AND PAYABLE DATE: 20 APR
2004
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE ACTS OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Non-Voting *Management Position Unknown
FOR THE FY 2004
7. ELECT THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
8. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE UP Non-Voting *Management Position Unknown
TO 10% OF OWN ORDINARY AND PREFERENCE SHARES,
AT A PRICE NOT DEVIATING MORE THAN 5% FROM THEIR
MARKET PRICE, ON OR BEFORE 18 OCT 2005; AND AUTHORIZE
THE GENERAL PARTNERS TO USE THE SHARES WITHIN
THE SCOPE OF THE COMPANY S STOCK INCENTIVE PLAN
OR FOR ACQUISITION PURPOSES, TO SELL THE SHARES
TO THIRD PARTIES AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE AND TO RETIRE THEIR SHARES
9. AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Non-Voting *Management Position Unknown
WITH THE GERMAN CORPORATE GOVERNANCE CODE
10. APPROVE THE COMPANY S CONTROL AND PROFIT TRANSFER Non-Voting *Management Position Unknown
AGREEMENT WITH ITS WHOLLY-OWNED SUBSIDIARY HENKEL
DORUS GMBH, EFFECTIVE FROM 01 JAN 2004, UNTIL
AT LEAST 31 DEC 2008
BANCO BPI SA, PORTO AGM MEETING DATE: 04/20/2004
ISSUER: X04608109000 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE MANAGEMENT REPORT, THE INDIVIDUAL Management For *Management Position Unknown
AND THE CONSOLIDATED ACCOUNTS OF 2003
2. APPROVE TO DISTRIBUTE THE YE RESULTS Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRAISAL OF THE MANAGEMENT Management For *Management Position Unknown
AND THE SUPERVISION OF THE COMPANY
4. APPROVE THE FULFILLMENT OF A VACANCY IN THE BOARD Management For *Management Position Unknown
OF DIRECTORS
5. AMEND ARTICLE 12 OF THE COMPANY S BY-LAWS Management For *Management Position Unknown
6. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management For *Management Position Unknown
SHARES
SOCIETE GENERALE PARIS MIX MEETING DATE: 04/20/2004
ISSUER: F43638141000 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. RECEIVE THE BOARD OF DIRECTORS REPORTS AND THE Management *Management Position Unknown
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
1,384,434,978.87 TAX PAID
2. APPROVE TO WITHDRAW UPON THE NET PROFIT OF THE Management *Management Position Unknown
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
3. ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS FOR THE Management *Management Position Unknown
FYE 31 DEC 2003 AS PRESENTED AND THAT THE REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
4. APPROVE THE SPECIAL AUDITOR REPORT, IN ACCORDANCE Management *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE L. 225.38 OF THE
COMMERCIAL LAW
5. RATIFY THE COOPTATION OF MR. M. JEAN AZEMA AS Management *Management Position Unknown
DIRECTOR
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management *Management Position Unknown
CITERNE AS A DIRECTOR FOR4 YEARS
9. APPOINT MR. M. MICHAEL CICUREL AS A DIRECTOR Management *Management Position Unknown
FOR A PERIOD OF 4 YEARS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management *Management Position Unknown
ANTOINE JEANCOURT GALIGNANI AS A DIRECTOR FOR
4 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management *Management Position Unknown
SUAN BAIRD AS A DIRECTOR FOR 4 YEARS
10. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management *Management Position Unknown
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%
11. AMEND ARTICLES 8 AND 9 OF THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
12. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
13. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
14. APPROVE THAT THE VARIOUS DELEGATIONS GIVEN TO Management *Management Position Unknown
IT AT THE PRESENT MEETING SHALLNOT 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)
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
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
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
SOCIETE GENERALE PARIS MIX MEETING DATE: 04/20/2004
ISSUER: F43638141000 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE BOARD OF DIRECTORS REPORTS AND THE Management Take No Action
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
1,384,434,978.87 TAX PAID
O.2 APPROVE TO WITHDRAW UPON THE NET PROFIT OF THE Management Take No Action
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 FOR THE Management Take No Action
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, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L. 225.38 OF THE
COMMERCIAL LAW
O.5 RATIFY THE COOPTATION OF MR. M. JEAN AZEMA AS Management Take No Action
DIRECTOR
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management Take No Action
CITERNE AS A DIRECTOR FOR4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
ANTOINE JEANCOURT GALIGNANI AS A DIRECTOR FOR
4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
SUAN BAIRD AS A DIRECTOR FOR 4 YEARS
O.9 APPOINT MR. M. MICHAEL CICUREL AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 4 YEARS
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
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%
E.11 AMEND ARTICLES 8 AND 9 OF THE ARTICLES OF ASSOCIATION Management Take No Action
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management Take No Action
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 PROCEED, Management Take No Action
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 GIVEN TO Management Take No Action
IT AT THE PRESENT MEETING SHALLNOT 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 PROCEED, Management Take No Action
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 ALL POWERS Management Take No Action
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 WHICH HAS BEEN ADOPTED
E.17 GRANTS ALL POWERS TO THE BOARD OF DIRECTORS TO Management Take No Action
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 23RD 2002
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
E.18 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management Take No Action
AN EXTRACT OF THE MINUTES OF THEPRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 131935 DUE TO ADDITIONAL RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
E.11 *Management Position Unknown
E.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
* *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
SUEZ, NANTERRE MIX MEETING DATE: 04/20/2004
ISSUER: F90131115000 ISIN: FR0000120529 BLOCKING
SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 7121391, 7121454, 7166262
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.2 ACKNOWLEDGE THAT THE NET LOSS OF THE FY AMOUNTS Management Take No Action
TO EUR 1,847,968,412.98
O.4 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management Take No Action
PRESENTED, AND THAT THE BOARDOF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
ETIENNE DAVIGNON AS A DIRECTOR FOR 4 YEARS
O.1 RECEIVE THE BOARD OF DIRECTORS REPORT, AND THE Management Take No Action
GENERAL AUDITORS REPORT, AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE 2002 FY
O.3 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLES L.225.38 AND
L.225.86 OF THE FRENCH COMMERCIAL LAW
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
GERHARD CROMME AS A DIRECTOR FOR 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
ALBERT FRERE AS A DIRECTOR FOR 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
JEAN PEYRELEVADE AS A DIRECTOR FOR 4 YEARS
O.9 APPOINT MR. M. EDMOND ALPHANDERY AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. M. RENE CARRON AS A DIRECTOR FOR Management Take No Action
A PERIOD OF 4 YEARS
O.11 APPOINT MR. M. THIERRY DE RUDDER AS A DIRECTOR Management Take No Action
FOR A PERIOD OF 4 YEARS
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management Take No Action
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS; MAXIMUM PURCHASE PRICE: EUR 36.00;
MINIMUM SELLING PRICE: EUR 12.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL
AUTHORIZATION IS GIVEN FOR A PERIOD OF 18 MONTHS,
IT CANCELS AND REPLACES FOR THE UNUSED PERIOD
THE ONE GRANTED BY THE COMBINED GENERAL MEETING
DATED 25 APR 2003; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.13 GRANT DISCHARGE THE AUTHORIZATION GRANTED BY Management Take No Action
THE COMBINED GENERAL MEETING DATED 26 APR 2002;
AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN
FRANCE OR ABROAD WITH THE ISSUE OF BY ISSUING
SHARES, WARRANTS AND OR SECURITIES, AND OR BY
INCORPORATING PREMIUMS, RESERVES, PROFITS OR
OTHERS FOR A EUR 700,000,000.00 CAPITAL INCREASE
EUR 5,000,000,000.00 DEBT SECURITIES ; APPROVE
TO THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION
AUTHORIZATION IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS 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 NEW SHARE
CAPITAL AFTER EACH INCREASE; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 GRANT DISCHARGE THE AUTHORIZATION GRANTED BY Management Take No Action
THE COMBINED GENERAL MEETING DATED 26 APR 2002;
AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN
FRANCE OR ABROAD WITH THE ISSUE OF BY ISSUING
SHARES, WARRANTS AND OR WARRANTS WITH SUEZ EQUITY
OR OTHER SECURITIES FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 700,000,000.00 CAPITAL INCREASE EUR
5,000,000,000.00 DEBT SECURITIES ; APPROVE TO
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION
AUTHORIZATION IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS 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 NEW SHARE
CAPITAL AFTER EACH INCREASE; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action
THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL
OVER A 24 MONTHS PERIOD IT CANCELS AND REPLACES
THE ONE GRANTED BY THE COMBINED GENERAL MEETING
DATED 25 APR 2003; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action
THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OF THE SHARE CAPITAL
OVER A 24 MONTHS PERIOD IT CANCELS AND REPLACES
THE ONE GRANTED BY THE COMBINED GENERAL MEETING
DATED 25 APR 2003; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.19 POWERS AND FORMALITIES Management Take No Action
E.17 AUTHORIZE TO INCREASE THE CAPITAL WITH THE CANCELLATION Management Take No Action
OF PREFERENTIAL SUBCRIPTION RIGHT IN FAVOR OF
SPRING MULTIPLE 2004 SCA
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT STOCK Management Take No Action
OPTIONS AND OPTIONS TO SUBSCRIBE FOR SARES RESERCFOR
ED FOR EMPLOYEES WITH CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHT
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
27 APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.2 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.5 *Management Position Unknown
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.19 *Management Position Unknown
E.17 *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
U.S. BANCORP USB ANNUAL MEETING DATE: 04/20/2004
ISSUER: 902973304 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management Withheld
V. BUYNISKI GLUCKMAN Management Withheld
ARTHUR D. COLLINS, JR. Management Withheld
JERRY W. LEVIN Management Withheld
THOMAS E. PETRY Management Withheld
RICHARD G. REITEN Management Withheld
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For
AUDITORS FOR THE 2004 FISCAL YEAR.
03 SHAREHOLDER PROPOSAL: COMPENSATION SYSTEM FOR Shareholder Against
SENIOR EXECUTIVES.
04 SHAREHOLDER PROPOSAL: SUPPLEMENTAL EXECUTIVE Shareholder For
RETIREMENT BENEFITS.
05 SHAREHOLDER PROPOSAL: SIMPLE MAJORITY VOTING. Shareholder For
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
Against
Against
Against
Against
02 For
03 For
04 Against
05 Against
AXA, PARIS MIX MEETING DATE: 04/21/2004
ISSUER: F06106102000 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE EXECUTIVE COMMITTEE AND THE AUDITOR Management For
S REPORTS, AND APPROVE THE ACCOUNTS AND THE BALANCE
SHEET FOR THE FYE 31 DEC 2003; ACKNOWLEDGE THE
PROFIT OF EUR 863,125,347.00 FOR THE FY
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For
PRESENTED, AND THAT THE EXECUTIVE COMMITTEE S
REPORT ON THE GROUP IS INCLUDED IN THE EXECUTIVE
COMMITTEE REPORT
3. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY: EUR 863,125,347.00; PRIOR
RETAINED EARNINGS: EUR 2,339,630,577.00; LEGAL
RESERVE: EUR 3,648,803.00; GLOBAL DIVIDEND: EUR
675,679,191.00; SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS: EUR 31,380,178.00; PAYMENT OF
THE WITHHOLDING TAX: EUR 26,638,600.00; BALANCE
CARRIED FORWARD: EUR 2,465,409,152.00; AND, THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.38, WITH A CORRESPONDING TAX CREDIT OF EUR
0.19; THIS DIVIDEND WILL BE PAID ON 03 MAY 2004
4. APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-86 AND FOLLOWINGS
OF THE FRENCH COMMERCIAL LAW
5. RE-ELECT MR. M. CLAUDE BEBEAR AS A MEMBER OF Management For
THE SUPERVISORY BOARD FOR A TERMOF 4 YEARS
6. RE-ELECT MR. MAZARD ET GUERARD AS A STATUTORY Management For
AUDITOR THE CABINET FOR A TERM OF 6 FY S
7. APPOINT MR. JEAN LOIUS SIMON AS A DEPUTY AUDITOR Management For
FOR A TERM OF 6 FY S
8. RE-ELECT MR. WILLY AVEREYN AS A MEMBER OF THE Management For
SUPERVISORY BOARD FOR A TERM OF4 YEARS, SUBJECT
TO THE PASSING OF RESOLUTION O.13
9. RE-ELECT MR. M. CEES DE JONG AS A MEMBER OF THE Management For
SUPERVISORY BOARD FOR A TERM OF 4 YEARS, SUBJECT
TO THE PASSING OF RESOLUTION O.13
10. RE-ELECT MR. M. JACQUES TABOUROT AS A MEMBER Management For
OF THE SUPERVISORY BOARD FOR A TERM OF 4 YEARS,
SUBJECT TO THE PASSING OF RESOLUTION O.13
11. AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE CGM ON 30 APR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00;
MINIMUM SELLING PRICE: EUR 12.00; AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
12. AUTHORIZE THE EXECUTIVE COMMITTEE TO USE THE Management Against
VARIOUS DELEGATIONS GIVEN TO IT AT THE PRESENT
MEETING IN WHOLE OR IN PART WITHIN THE REGULATIONS
IN FORCE IN A PERIOD OF TAKE-OVER BID OR EXCHANGE
BID ON THE COMPANY S SHARES UNTIL THE NEXT MEETING
AT WHICH THE ACCOUNTS ARE LAID
13. MODIFY ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management For
14. MODIFY ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management For
15. AUTHORIZE THE BOARD TO REDUCE THE SHARE CAPITAL Management For
BY 10%, BY WAY OF CANCELING SHARES HELD BY THE
COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN AUTHORIZATION IS VALID FOR A PERIOD OF 18
MONTHS
16. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
14. *Management Position Unknown
15. *Management Position Unknown
16. *Management Position Unknown
* *Management Position Unknown
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/22/2004
ISSUER: 001084102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W. WAYNE BOOKER Management For For
GERALD B. JOHANNESON Management For For
CURTIS E. MOLL Management For For
ROBERT J. RATLIFF Management For For
02 STOCKHOLDER PROPOSAL REGARDING ENVIRONMENTAL Shareholder For Against
SUSTAINABILITY REPORTING
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/22/2004
ISSUER: 143658300 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICKY ARISON Management For
AMB RICHARD G. CAPEN JR Management For
ROBERT H. DICKINSON Management For
ARNOLD W. DONALD Management For
PIER LUIGI FOSCHI Management For
HOWARD S. FRANK Management For
BARONESS HOGG Management For
A. KIRK LANTERMAN Management For
MODESTO A. MAIDIQUE Management For
JOHN P. MCNULTY Management For
PETER RATCLIFFE Management For
SIR JOHN PARKER Management For
STUART SUBOTNICK Management For
UZI ZUCKER Management For
02 TO APPOINT PRICEWATERHOUSECOOPERS AS INDEPENDENT Management For
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 CARNIVAL Management For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
04 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For
PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30,
2003.
05 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For
BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For
RIGHTS FOR CARNIVAL PLC SHARES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
CT COMMUNICATIONS, INC. CTCI ANNUAL MEETING DATE: 04/22/2004
ISSUER: 126426402 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES L. MOORE, JR.* Management For For
WILLIAM A. COLEY** Management For For
BARRY W. EVELAND** Management For For
TOM E. SMITH** Management For For
02 APPROVAL OF THE COMPANY S AMENDED AND RESTATED Management For For
2001 STOCK INCENTIVE PLAN
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR 2004.
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, ACCOUNTS OF NESTLE Management For *Management Position Unknown
S.A. AND OF NESTLE GROUP AND THE REPORT OF THE
AUDITORS
2. APPROVE THE RELEASE OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
THE PROFITS RESULTING FROM THE BALANCE SHEET
OF NESTLE S.A.
4.A ELECT SIR EDWARD GEORGE AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.B ELECT MR. KASPAR VILLIGER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.C ELECT MR. ROLF HAENGGI AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.D ELECT MR. DANIEL BOREL AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.E ELECT MRS. CAROLINA MUNELLER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting *Management Position Unknown
SENT UNDER MEETING #122237. PLEASE ALSO NOTE
THAT IF YOU HAVE ALREADY REGISTERED YOUR SHARES,
THE CUT-OFF DATE FOR YOUR VOTING INSTRUCTIONS
IS 08 APR 2004. THANK YOU
PEPSIAMERICAS, INC. PAS ANNUAL MEETING DATE: 04/22/2004
ISSUER: 71343P200 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
BRENDA C. BARNES Management For
HERBERT M. BAUM Management For
RICHARD G. CLINE Management For
PIERRE S. DU PONT Management For
ARCHIE R. DYKES Management For
JAROBIN GILBERT, JR. Management For
MATTHEW M. MCKENNA Management For
LIONEL L. NOWELL, III Management For
ROBERT C. POHLAD Management For
02 APPROVAL OF AMENDMENT TO 2000 STOCK INCENTIVE Management For
PLAN.
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Management For
04 SHAREHOLDER PROPOSAL (PROXY STATEMENT P. 31). Shareholder For
05 SHAREHOLDER PROPOSAL (PROXY STATEMENT P. 33). Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
02 For
03 For
04 Against
05 For
PFIZER INC. PFE ANNUAL MEETING DATE: 04/22/2004
ISSUER: 717081103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICHAEL S. BROWN Management For
M. ANTHONY BURNS Management For
ROBERT N. BURT Management For
W. DON CORNWELL Management For
WILLIAM H. GRAY III Management For
CONSTANCE J. HORNER Management For
WILLIAM R. HOWELL Management For
STANLEY O. IKENBERRY Management For
GEORGE A. LORCH Management For
HENRY A. MCKINNELL Management For
DANA G. MEAD Management For
FRANKLIN D. RAINES Management For
RUTH J. SIMMONS Management For
WILLIAM C. STEERE, JR. Management For
JEAN-PAUL VALLES Management For
02 A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG Management For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK Management For
PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE Shareholder Against
ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY S BUSINESS STRATEGY.
05 SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS. Shareholder Against
06 SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT Shareholder Against
ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.
07 SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS Shareholder Against
ON DIRECTORS.
08 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING Shareholder Against
ACCESS TO PFIZER PRODUCTS.
09 SHAREHOLDER PROPOSAL ON STOCK OPTIONS. Shareholder Against
10 SHAREHOLDER PROPOSAL ON IN VITRO TESTING. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 For
10 For
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/22/2004
ISSUER: R91733114000 ISIN: NO0005668905
SEDOL: 4730875, 4731005, 5837010
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU.
1. APPROVE THE NOTICE AND THE AGENDA Management *Management Position Unknown
2. ELECT 2 SHAREHOLDERS TO CO-SIGN THE MEETINGS Management *Management Position Unknown
PROTOCOL
3. APPROVE THE REPORT BY THE MANAGEMENT ON THE STATUS Management *Management Position Unknown
OF THE COMPANY
4. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management *Management Position Unknown
THE GROUP
5.A AUTHORIZE THE BOARD OF DIRECTORS TO CONDUCT DIRECTED Management *Management Position Unknown
ISSUES OF UP TO 17,800,000 SHARES 9.9% WITH
A PAR VALUE OF NOK 1 AT A PRICE CLOSE TO THE
MARKET VALUE AT THE TIME OF ISSUE AND THE ISSUE
CAN ALSO BE UTILIZED AS PAYMENT CONNECTED TO
MERGERS WITH OR ACQUISITIONS OF COMPANIES; AUTHORITY
IS VALID UNTIL ORDINARY SHAREHOLDERS MEETING
IN SPRING 2005
5.B AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management *Management Position Unknown
THROUGH DIRECTED ISSUES TO EMPLOYEES IN THE TOMRA
GROUPS AS FOLLOWS: A) FOR THE OPTIONS PROGRAM
FOR EMPLOYEES FOR THE PERIOD 2005-10: UP TO 2,200,000
SHARES 1.2% WITH A PAR VALUE OF NOK 1 AT A
PRICE EQUAL THE SHARE PRICE AT THE END OF 2004;
B) FOR THE OPTION PROGRAM FOR EMPLOYEES FOR THE
PERIOD 2000-05: UP TO 240,000 SHARES 0.1% WITH
A PAR VALUE OF NOK 1 AT A PRICE OF NOK 68.00;
C) AND FOR THE OPTION PROGRAM FOR EMPLOYEES FOR
THE PERIOD 2001-06: UP TO 210,000 SHARES 0.1%
WITH A PAR VALUE OF NOK 1 AT A PRICE OF NOK
171,000; AUTHORITY IS VALID UNTIL THE SHAREHOLDERS
MEETING IN THE SPRING 2006
7.1 RE-ELECT MR. JAN CHR. OPSAHL AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
5.C AUTHORIZE THE BOARD TO INCREASE THE SHARE CAPITAL Management *Management Position Unknown
THROUGH DIRECTED ISSUES TO MANAGERS IN THE TOMRA
GROUP AT A STRIKE PRICE EQUAL TO THE MARKET PRICE
WHEN THE OPTION IS GRANTED AS FOLLOWS: A) FOR
THE OPTION PROGRAM FOR MANAGERS FOR THE PERIOD
2004-06: UP TO 2,400,000 SHARES 1.3% WITH A
PAR VALUE OF NOK 1; B) FOR THE OPTION PROGRAM
FOR MANAGERS FOR THE PERIOD 2005-07: UP TO 2,400,000
SHARES 1.3% WITH A PAR VALUE OF NOK 1; AUTHORITY
IS VALID UNTIL THE SHAREHOLDERS MEETING IN THE
SPRING OF 2006
6. APPROVE THE REMUNERATION OF BOARD AS FOLLOWS: Management *Management Position Unknown
BOARD CHAIR: NOK 450,000; EXTERNAL BOARD MEMBERS:
NOK 250,000; INTERNAL BOARD MEMBERS: NOK 150,000;
AND APPROVE THE AUDITORS FEES OF NOK 522,000
FOR TOMRA SYSTEMS ASA IN 2003
7.2 RE-ELECT MR.SVEIN S. JACOBSEN AS A MEMBER OF Management *Management Position Unknown
THE BOARD OF DIRECTORS
7.3 RE-ELECT MR. JORGEN RANDERS AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
7.4 RE-ELECT MR.HAMNE DE MORA AS A MEMBER OF THE Management *Management Position Unknown
BOARD OF DIRECTORS
7.5 ELECT MR. RUNE BJERKE A MEMBER OF THE BOARD OF Management *Management Position Unknown
DIRECTORS
7.6 APPROVE THE SELECTION OF INDEPENDENT AUDITORS Management *Management Position Unknown
WOLVERINE WORLD WIDE, INC. WWW ANNUAL MEETING DATE: 04/22/2004
ISSUER: 978097103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GEOFFREY B. BLOOM Management For For
DAVID T. KOLLAT Management For For
DAVID P. MEHNEY Management For For
TIMOTHY J. O'DONOVAN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE CURRENT
FISCAL YEAR.
ASSICURAZIONI GENERALI SPA, TRIESTE MIX MEETING DATE: 04/24/2004
ISSUER: T05040109000 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MEETING HAS BEEN POSTPONED Non-Voting *Management Position Unknown
TO THE THIRD CALL ON 24 APR 2004 AND YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID UNLESS YOU MAY
WANT TO AMEND YOUR INSTRUCTIONS. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU IS MET OR THE MEETING
IS CANCELLED. THANK YOU
O.1 FINANCIAL STATEMENTS AS AT 31 DECEMBER, 2003: Management For *Management Position Unknown
RELATED AND CONNECTED RESOLUTIONS; SHAREHOLDERS
WILL BE ASKED TO CONSIDER ADOPT THE COMPANY S
FINANCIAL STATEMENTS AS AT 31 DECEMBER 2003.
SHAREHOLDERS WILL ALSO BE ASKED TO DECLARE A
FINAL DIVIDEND OF EUR 0.33 PER SHARE (EUR 421
MILLION IN THE AGGREGATE), WITH AN INCREASE OF
17.9% COMPARED TO THE EUR 0.28 PER SHARE DIVIDEND
DISTRIBUTED IN THE PREVIOUS FINANCIAL YEAR. IF
APPROVED AT THE GENERAL MEETING, THE DIVIDEND
WILL BE PAID ON 27 MAY, 2004 AND SHARES WILL
TRADE EX DIVIDEND FROM 24 MAY.
O.2 APPOINTMENT OF THE BOARD OF DIRECTORS FOR THE Management For *Management Position Unknown
FINANCIAL YEARS 2004-2006: RELATED RESOLUTIONS;
THE COMPANY IS MANAGED BY A BOARD CONSISTING
OF NO FEWER THAN 11 AND NO MORE THAN 21 MEMBERS
APPOINTED BY THE SHAREHOLDERS MEETING, WHICH
ALSO ESTABLISHES THE NUMBER OF DIRECTORS. THE
THREE-YEAR TERM OF THE CURRENT 20-MEMBER BOARD
OF DIRECTORS WILL EXPIRE WITH THE NEXT AGM. AS
A CONSEQUENCE, SHAREHOLDERS WILL BE ASKED TO
ELECT THE BOARD OF DIRECTORS, AFTER HAVING RESOLVED
ON ITS NUMBER. THE NEWLY APPOINTED BOARD OF DIRECTORS
WILL BE IN OFFICE FOR THREE FINANCIAL YEARS.
ACCORDING TO STATUTORY PROVISIONS, IN ORDER TO
BE ELIGIBLE TO SERVE AS DIRECTORS IN AN ITALIAN
INSURANCE COMPANY, CANDIDATES MUST POSSESS CERTAIN
PROFESSIONAL QUALIFICATION AND MUST NOT BE DISQUALIFIED.
E.1 AMENDMENT TO ARTICLES 14, 16, 31, 32, 33, 34, Management For *Management Position Unknown
35, 38, 39, 42 AND 43 OF THE COMPANY S ARTICLES
OF ASSOCIATION; RELATING AND CONNECTED RESOLUTIONS;
GRANTING OF AUTHORITY. AS YOU MAY KNOW, AN ACT
OF PARLIAMENT AMENDING THE ITALIAN CIVIL CODE
IN RESPECT OF COMPANY LAW CAME INTO FORCE AS
FROM 1 JANUARY 2004. AS A CONSEQUENCE, CERTAIN
AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION
ARE REQUIRED IN ORDER TO ENSURE COMPLIANCE WITH
THE NEW LEGISLATION. TAKING ADVANTAGE OF THIS
OPPORTUNITY, SEVERAL OTHER AMENDMENTS WILL BE
SUBMITTED TO THE SHAREHOLDERS MEETING. ALL SUCH
AMENDMENTS MAY BE GROUPED INTO THREE AREAS: A.
TERM OF OFFICE OF A NUMBER OF CORPORATE OFFICERS
AND OF THE EXECUTIVE COMMITTEE; THE ARTICLES
OF ASSOCIATION PRESENTLY PROVIDE THAT THE TERM
OF OFFICE OF THE CHAIRMAN (ART. 32), THE VICE-CHAIRMAN
(ART. 33), THE EXECUTIVE COMMITTEE MEMBERS (ART.
38) AND THE COMPANY SECRETARY (ART. 34) IS ONE
YEAR. SHAREHOLDERS WILL BE ASKED TO REMOVE SUCH
LIMITATION, IN LINE WITH CORPORATE GOVERNANCE
BEST PRACTICE, THUS EMPOWERING THE BOARD OF DIRECTORS
TO DETERMINE THE LENGTH OF SUCH TERM UP TO A
LIMIT OF THREE YEARS. B. COMPLIANCE WITH THE
LAW; LEGISLATIVE DECREE NO. 6 DATED 17 JANUARY
2003, WHICH ENTERED INTO FORCE ON 1 JANUARY 2004,
REQUIRES THAT THE ARTICLES OF ASSOCIATION BE
AMENDED IN ORDER TO ENSURE COMPLIANCE WITH THE
NEW COMPANY LAW; IN PARTICULAR: (I) DATE OF THE
ANNUAL GENERAL MEETING FOR THE APPROVAL OF THE
FINANCIAL STATEMENTS (ART. 14) ACCORDING TO THE
CIVIL CODE, THE AGM IS TO BE HELD WITHIN A SET
PERIOD OF TIME AFTER FINANCIAL YEAR S END; SUCH
TERM IS NOW REQUIRED TO BE EXPRESSED IN DAYS
RATHER THAN IN MONTHS. (II) QUALIFICATION FOR
ATTENDANCE AT GENERAL MEETINGS (ART. 16) IN ORDER
TO QUALIFY FOR ATTENDANCE AT THE GENERAL SHAREHOLDERS
MEETING OF AN ITALIAN LISTED COMPANY, A SHAREHOLDER
MUST OBTAIN AND SUBMIT TO THE COMPANY A CERTIFICATE,
ISSUED BY AN ITALIAN BANK, CONFIRMING THAT SUCH
PERSON IS THE SHAREHOLDER OF RECORD. IT IS PROPOSED
TO RESOLVE THAT SUCH CERTIFICATES BE DELIVERED
TO THE COMPANY NO LESS THAN TWO DAYS (PREVIOUSLY
FIVE) PRIOR TO THE DATE OF THE MEETING; NO BLOCKING
OF SHARES WILL BE ASSOCIATED WITH THE PARTICIPATION
IN THE MEETING; IT IS BELIEVED THAT THESE PROVISIONS
WILL BE IN LINE WITH THE EXPECTATIONS OF THE
MARKET AND OF THE INSTITUTIONAL INVESTORS. (III)
BOARD OF DIRECTORS TERM OF OFFICE (ART. 31)
THE AMENDED VERSION OF THE ARTICLES WILL CLARIFY
THAT THE BOARD OF DIRECTORS TERM OF OFFICE LASTS
FOR THREE FINANCIAL YEARS (NOT MERELY YEARS,
AS PROVIDED FOR IN THE CURRENT VERSION) AND EXPIRES
ON THE DATE OF THE MEETING SUMMONED FOR THE APPROVAL
OF THE FINANCIAL STATEMENTS RELATED TO THE LAST
FINANCIAL YEAR COVERED BY THEIR TERM OF OFFICE.
(IV) POWERS OF THE DIRECTORS (ART. 35.1) THE
TEXT THAT THE SHAREHOLDERS WILL BE ASKED TO CONSIDER
AND APPROVE STATES WITH INCREASED CLARITY THAT
THE DIRECTORS ARE VESTED WITH THE BROADEST MANAGEMENT
POWERS FOR THE FURTHERANCE OF THE COMPANY S OBJECTS.
(V) INFORMATION TO THE DIRECTORS AND TO THE INTERNAL
AUDITORS (ART. 35.3) THE NEW PROPOSED LANGUAGE
MIRRORS CLOSELY THE WORDING OF THE NEW LAW AND
INCREASES THE INFORMATION RIGHTS OF THE DIRECTORS
AND INTERNAL AUDITORS. (VI) CURRENCY OF DIRECTORS
AND EXECUTIVE COMMITTEE MEMBERS COMPENSATION
(ART. 39) THE UNCHANGED FIXED COMPENSATION DUE
TO THE DIRECTORS AND MEMBERS OF THE EXECUTIVE
COMMITTEE WILL BE EXPRESSED IN EURO. C. INCREASED
FLEXIBILITY; OTHER AMENDMENTS TO THE ARTICLES
OF ASSOCIATION AIM AT AN INCREASED CORPORATE
GOVERNANCE FLEXIBILITY, RECOGNISING THE CENTRAL
ROLE OF THE BOARD OF DIRECTORS AND AT THE SAME
TIME ALLOWING THE DIRECTORS TO DELEGATE SEVERAL
OF THEIR POWERS. IT IS PROPOSED TO CLARIFY THAT
THE BOARD OF DIRECTORS, IN LINE WITH THE RECOMMENDATIONS
OF THE VOLUNTARY SELF REGULATORY CODE OF ITALIAN
LISTED COMPANIES, WILL HAVE EXCLUSIVE, NON-DELEGABLE
POWER TO: - APPROVE STRATEGIC, INDUSTRIAL AND
FINANCIAL PLANS, - EXAMINE AND APPROVE TRANSACTIONS
HAVING A SIGNIFICANT IMPACT ON THE COMPANY S
PROFITABILITY, ASSETS AND LIABILITIES OR FINANCIAL
POSITION, WITH SPECIAL REFERENCE TO TRANSACTIONS
INVOLVING RELATED PARTIES. THE BOARD OF DIRECTORS
WILL ALSO RECEIVE POWERS THAT PREVIOUSLY FELL
UNDER THE EXCLUSIVE COMPETENCE OF THE EXTRAORDINARY
SHAREHOLDERS MEETING RESOLVING ON MERGERS (SAVE
ON MERGERS WHICH HAVE TO BE RESOLVED UPON BY
THE GENERAL SHAREHOLDERS MEETING ACCORDING TO
STATUTORY PROVISIONS); ESTABLISHING OR TERMINATING
SECONDARY HEAD OFFICES OF THE COMPANY; AMENDING
THE COMPANY S ARTICLES OF ASSOCIATION IN ORDER
TO ENSURE COMPLIANCE WITH NEW MANDATORY STATUTORY
PROVISIONS. FINALLY, THE BOARD OF DIRECTORS WILL
HAVE THE POSSIBILITY TO DELEGATE TO THE EXECUTIVE
COMMITTEE OR TO THE MANAGING DIRECTORS THE FOLLOWING
POWERS: - APPOINTMENT OF AND GRANTING OF AUTHORITY
TO MANAGERS (WITH THE EXCEPTION OF GENERAL MANAGERS,
DEPUTY GENERAL MANAGERS AND ASSISTANT GENERAL
MANAGERS), - GRANTING OF AUTHORITY TO COMPANY
S EMPLOYEES, - ESTABLISHMENT OR TERMINATION OF
OFFICES OTHER THAN DIVISIONS AND BUSINESS ESTABLISHMENTS
OUTSIDE ITALY, - ESTABLISHMENT OR TERMINATION
OF LINES OF BUSINESS OTHER THAN INSURANCE BRANCHES.
AS FAR AS THE AUTHORITY TO REPRESENT THE COMPANY
IS CONCERNED, THE AUTHORITY OF DEPUTY GENERAL
MANAGERS WILL EXTEND, AS THAT OF THE GENERAL
MANAGERS, TO ALL THE COMPANY S BUSINESS, WHILE
THE AUTHORITY OF OTHER MANAGERS WILL BE LIMITED
TO THE AREA OF COMPETENCE ENTRUSTED TO THEM.
FINALLY, SHAREHOLDERS WILL BE ASKED TO GRANT
THE COMPANY S CHAIRMAN AND MANAGING DIRECTORS
AUTHORITY FOR THE FURTHERANCE OF THE EXTRAORDINARY
RESOLUTIONS ADOPTED AT THE MEETING.
* PLEASE NOTE THE REVISED WORDING OF THE RESOLUTIONS. Non-Voting *Management Position Unknown
THANK YOU.
BROOKS AUTOMATION, INC. BRKS ANNUAL MEETING DATE: 04/27/2004
ISSUER: 114340102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. THERRIEN Management For For
ROGER D. EMERICK Management For For
AMIN J. KHOURY Management For For
JOSEPH R. MARTIN Management For For
EDWARD C. GRADY Management For For
A. CLINTON ALLEN Management For For
JOHN K. MCGILLICUDDY Management For For
02 TO AMEND THE COMPANY S 2000 COMBINATION STOCK Management For For
OPTION PLAN AS SPECIFIED IN THE PROXY STATEMENT.
03 TO AMEND THE COMPANY S 1995 EMPLOYEE STOCK PURCHASE Management For For
PLAN AS SPECIFIED IN THE PROXY STATEMENT.
CARREFOUR SA MIX MEETING DATE: 04/27/2004
ISSUER: F13923119000 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. RECEIVE THE BOARD OF DIRECTORS REPORT, AND THE Management For
GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY 2003 AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE COMPLETION OF ITS ASSIGNMENT FOR THE
CURRENT YEAR
2. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For
PRESENTED, AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
3. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For
THE LABRUYERE EBERLE FINANCIAL COMPANY BY THE
CARREFOUR COMPANY DATED 11 MAR 2004, UNDER WHICH
IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS, WITH THE CORRESPONDING
TAKING-OVER OF ALL ITS LIABILITIES AND APPROVE
TO INCREASE THE SHARE CAPITAL BY EUR 16,138,420.00
THAT RESULT BY THE CREATION WITH A GLOBAL PREMIUM
OF MERGER OF EUR 283,938,682.59OF 6,455,368 NEW
FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 2.50
TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE
ACQUIRED COMPANY, OTHER THAN THE ONES OF THE
ACQUIRING COMPANY AND AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY: EUR 2,073,415,918.80 REDUCED
BY THE CONTRIBUTION TO THE LEGAL RESERVE: EUR
59,041,836.88 INCREASED OF THE PRIOR RETAINED
EARNINGS: EUR 55,228,432.84; AVAILABLE TOTAL:
2,069,602,514.76; APPROPRIATION: GLOBAL DIVIDEND:
EUR.529,945,363.42; BALANCE CARRIED FORWARD:
EUR 1,539,657,151.34; APPROPRIATED TOTAL: 2,069,602,514.76;
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.74 WITH A CORRESPONDING TAX CREDIT OF 10% OU
50% TO BE PAID ON 30 APR 2004
5. APPROVE TO REDUCE THE DURATION OF THE MANDATE Management For
OF THE DIRECTORS FROM 6 YEARS TO 4 YEARS AND
AMEND THE ARTICLE OF ASSOCIATIONS NO. 15-I
6. APPROVE THE CO-OPTATION OF MR. LUC VANDEVELDE Management For
AS DIRECTOR FOR A PERIOD OF 1 YEAR
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DANIEL Management For
BERNARD AS A DIRECTOR FOR A PERIOD OF 4 ANS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. CARLOS Management For
MARCH AS A DIRECTOR FOR A PERIOD OF 4 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For
BADIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
10. APPROVE TO RENEWS THE TERM OF OFFICE OF MR. FRANCOIS Management For
HENROT AS A DIRECTOR FOR A PERIOD OF 4 YEARS
11. APPROVE TO RENEW THE TERM OF OFFICE OF MR. CHRISTIAN Management For
BLANC AS A DIRECTOR FOR A PERIOD OF 4 YEARS
12. APPOINT MR. JOSE-LUIS LEAL-MALDONADO AS A DIRECTOR Management For
FOR A PERIOD OF 4 YEARS
13. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management For
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 75.00;
MINIMUM SELLING PRICE: EUR 25.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 71,614,230; AUTHORITY
IS GIVEN FOR A PERIOD OF 18 MONTHS ; PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION GIVEN BY THE ORDINARY
GENERAL MEETING OF 15 APR 2003
14. AUTHORIZE THE BOARD OF DIRECTORS TO DECREASE Management For
THE SHARE CAPITAL BY CANCELING THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, WITHIN A LIMIT OF 10% OVER A 24-MONTH PERIOD
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT TO Management For
THE BENEFIT OF MEMBERS BE CHOSEN BY IT, STOCK
OPTIONS GRANTING THE RIGHT TO PURCHASE THE COMPANY
S SHARES AT THE COST PRICE OF THE SHARES FIXED
BY THE BOARD OF DIRECTORS WHEN THE OPTION WILL
BE GRANTED, CANNOT BE LOWER THAN THE NOMINAL
VALUE FIXED BY THE CURRENT LEGISLATION; AUTHORITY
IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
16. AMEND THE ARTICLE OF ASSOCIATIONS NO. 17-II, Management For
NO. 20-II AND NO. 25-II AND III
* PLEASE NOTE THAT THE MEETING DATE IS REVISED Non-Voting
FROM 19 APR 2004 (FIRST CALL) TO 27 APR 2004
AT 9. 30 AM. (SECOND CALL). PLEASE ALSO NOTE
THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU. THANK YOU
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
12. *Management Position Unknown
13. *Management Position Unknown
14. *Management Position Unknown
15. *Management Position Unknown
16. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/27/2004
ISSUER: N4578E413000 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7159176
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING REMARKS AND ANNOUNCEMENTS. Non-Voting *Management Position Unknown
2.A DISCUSSION OF THE REPORTS OF THE EXECUTIVE BOARD Management For *Management Position Unknown
AND THE SUPERVISORY BOARD FOR 2003.
2.B DISCUSSION OF THE PROFIT RETENTION AND DISTRIBUTION Management For *Management Position Unknown
POLICY.
3.A DISCUSSION AND ADOPTION OF THE ANNUAL ACCOUNTS Management For *Management Position Unknown
FOR 2003.
3.B ADOPTION OF THE DIVIDEND FOR 2003. Management For *Management Position Unknown
4. APPOINTMENT OF THE AUDITOR. Management For *Management Position Unknown
5.A PROPOSAL TO DISCHARGE THE EXECUTIVE BOARD IN Management For *Management Position Unknown
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR
2003.
5.B PROPOSAL TO DISCHARGE THE SUPERVISORY BOARD IN Management For *Management Position Unknown
RESPECT OF THE DUTIES PERFORMED DURING THE YEAR
2003.
6. CORPORATE GOVERNANCE. Management For *Management Position Unknown
7.A ADOPTION OF REMUNERATION POLICY. Management For *Management Position Unknown
7.B APPROVAL OF LONG-TERM INCENTIVE PLAN. Management For *Management Position Unknown
8. AMENDMENTS TO THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
9.A APPOINTMENT OF ERIC BOYER DE LA GIRODAY. Management For *Management Position Unknown
9.B APPOINTMENT OF ELI LEENAARS. Management For *Management Position Unknown
9.C APPOINTMENT OF HANS VERKOREN. Management For *Management Position Unknown
10. COMPOSITION OF THE SUPERVISORY BOARD: APPOINTMENT Management For *Management Position Unknown
OF ERIC BOURDAIS DE CHARBONNIERE
11. AUTHORISATION TO ISSUE SHARES AND TO RESTRICT Management For *Management Position Unknown
OR EXCLUDE PREFERENTIAL RIGHTS. RIGHT
12. AUTHORISATION TO THE COMPANY TO ACQUIRE SHARES Management For *Management Position Unknown
OR DEPOSITARY RECEIPTS FOR SHARES IN ITS OWN
CAPITAL.
13. ANY OTHER BUSINESS AND CONCLUSION. Non-Voting *Management Position Unknown
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting *Management Position Unknown
REVISED WORDING OF THE AGENDA. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting *Management Position Unknown
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 20 APR 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
INSIGHT COMMUNICATIONS COMPANY, INC. ICCI ANNUAL MEETING DATE: 04/27/2004
ISSUER: 45768V108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
SIDNEY R. KNAFEL Management For For
MICHAEL S. WILLNER Management For For
DINNI JAIN Management For For
THOMAS L. KEMPNER Management Withheld Against
GERALDINE B. LAYBOURNE Management For For
JAMES S. MARCUS Management Withheld Against
DANIEL S. O'CONNELL Management Withheld Against
02 SELECTION OF INDEPENDENT AUDITORS Management For For
INTERBREW SA, BRUXELLES MIX MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
* PLEASE NOTE THAT THIS IS AN EXTRAORDINARY GENERAL Non-Voting *Management Position Unknown
MEETING. THANK YOU
I. APPROVE TO RENEW FOR A TERM OF 18 MONTHS AND Management For *Management Position Unknown
TO AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE
THE COMPANY S OWN SHARES FOR A PRICE WHICH WILL
COMPLY WITH THE LEGAL PROVISIONS, AT A PRICE
NOT BELOW THE 20% OF THE CLOSING PRICE AND NOT
MORE THAN 20% ABOVE THE HIGHEST CLOSING PRICE
IN THE 20 DAYS PRECEDING THE TRANSACTION
II. AUTHORIZE THE SECRETARY GENERAL OF THE COMPANY, Management For *Management Position Unknown
WITH A POWER OF SUB DELEGATION, THE AUTHORITY
TO CO-ORDINATE THE TEXT OF THE BY-LAWS
III.1 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
ISSUANCE OF 5,000,000 SUBSCRIPTION RIGHTS
III.2 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
CANCELLATION OF THE PRE-EMPTION RIGHTS
III.3 APPROVE TO CANCEL THE PRE-EMPTIVE RIGHT WITH Management For *Management Position Unknown
REGARD TO THE ISSUANCE OF SUBSCRIPTION RIGHTS
IN FAVOR OF CERTAIN SENIOR MANAGEMENT EMPLOYEES
OF THE COMPANY AND OF ITS SUBSIDIARIES, TO BE
DETERMINED BY THE HUMAN RESOURCES & NOMINATING
COMMITTEE, AND ACCESSORILY, IN FAVOR OF ALL CURRENT
DIRECTORS OF THE COMPANY
III.4 APPROVE TO ISSUE 5,000,000 SUBSCRIPTION RIGHTS Management For *Management Position Unknown
AT A PRICE EQUAL TO THE AVERAGE PRICE OF THE
INTERBREW SA SHARE OVER THE 30 DAYS BEFORE THE
OFFERING OF THE RIGHTS BY THE EGM AND TO DETERMINE
ISSUANCE AND EXERCISE CONDITIONS IN ACCORDANCE
WITH THE ISSUANCE AND EXERCISE CONDITIONS SET
FORTH IN THE SPECIAL REPORT OF THE BOARD OF DIRECTORS
III.5 APPROVE TO INCREASE THE CAPITAL OF THE COMPANY, Management For *Management Position Unknown
UNDER THE CONDITION AND TO THE EXTENT OF THE
EXERCISE OF THE SUBSCRIPTION RIGHTS, FOR A MAXIMUM
AMOUNT EQUAL TO THE NUMBER OF SUBSCRIPTION RIGHTS
ISSUED MULTIPLIED BY THE EXERCISE PRICE OF THE
SUBSCRIPTION RIGHTS AND ALLOCATION OF THE SHARE
PREMIUM TO AN ACCOUNT NOT AVAILABLE FOR DISTRIBUTION
IV.1 AUTHORIZE THE HUMAN RESOURCES & NOMINATING COMMITTEE Management For *Management Position Unknown
THE POWER TO DETERMINE THE IDENTITY OF THE RECIPIENTS
AND THE NUMBER OF SUBSCRIPTION RIGHTS WHICH THEY
ARE OFFERED
IV.2 AUTHORIZE 2 DIRECTORS ACTING JOINTLY TO HAVE Management For *Management Position Unknown
ESTABLISH A DEED THE EXERCISE OF THE SUBSCRIPTION
RIGHTS AND THE CORRESPONDING INCREASE OF THE
CAPITAL AND OF THE NUMBER OF NEW SHARES ISSUED,
THE ALTERATION OF THE BY-LAWS AS A CONSEQUENCE
THEREOF, THE SHARE PREMIUMS AND THE ALLOCATION
OF THESE PREMIUMS TO AN ACCOUNT NOT AVAILABLE
FOR DISTRIBUTION, AS WELL AS TO CO-ORDINATE THE
TEXT OF THE BY-LAWS AND TO DEPOSIT THEM AT THE
CLERK S OFFICE
INTERBREW SA, BRUXELLES OGM MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
1. RECEIVE THE MANAGEMENT REPORT BY THE BOARD OF Non-Voting *Management Position Unknown
DIRECTORS ON THE ACCOUNTING YE 31 DEC 2003
2. RECEIVE THE REPORT BY THE STATUTORY AUDITOR ON Non-Voting *Management Position Unknown
THE ACCOUNTING YE 31 DEC 2003
3. RECEIVE THE COMMUNICATION OF THE CONSOLIDATED Non-Voting *Management Position Unknown
ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING YE
31 DEC 2003
4. APPROVE THE ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING Management For *Management Position Unknown
YE 31 DEC 2003, INCLUDING THE FOLLOWING ALLOCATION
OF THE RESULT; PROFIT OF THE ACCOUNTING YEAR:
EUR 272,289,001.27; PROFIT CARRIED FORWARD FROM
THE PRECEDING ACCOUNTING YEAR EUR 655,231,753.31;
RESULT TO BE ALLOCATED EUR 927,520,754.58; DEDUCTION
FOR THE LEGAL RESERVE EUR 27,288.80; GROSS DIVIDEND
FOR THE SHARES EUR 155,519,345.52; BALANCE CARRIED
FORWARD PROFIT EUR 771,974,120.26
5. GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management For *Management Position Unknown
OF THEIR DUTIES DURING THE ACCOUNTING YE 31 DEC
2003
6. GRANT DISCHARGE TO THE STATUTORY AUDITOR FOR Management For *Management Position Unknown
THE PERFORMANCE OF HIS DUTIES DURING THE ACCOUNTING
YE 31 DEC 2003
7.a APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. ALEXANDRE VAN DAMME, FOR 3 YEARS ENDING
AFTER THE SHAREHOLDERS MEETING IN 2006
7.b APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. PHILIPPE DE SPOELBERCH, FOR A PERIOD OF
3 ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.c APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. REMMERT LAAN, FOR A PERIOD OF 3 YEARS
ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.d APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-LUC DEHAENE, FOR A PERIOD OF THREE
YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006
7.e APPROVE TO RENEW THE APPOINTMENT OF MR. BERNARD Management For *Management Position Unknown
HANON, AS DIRECTOR FOR A PERIOD OF 1 YEAR ENDING
AFTER THE SHAREHOLDERS MEETING IN 2004
8. APPROVE TO RENEW THE APPOINTMENT KPMG, BRUSSELS, Management For *Management Position Unknown
AS STATUTORY AUDITOR REPRESENTED BY MR. ERIK
HELSEN. REVISEUR D ENTREPRISES, FOR A PERIOD
OF 3 YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006 AND WITH A YEARLY REMUNERATION OF EUR
57,717
9. MISCELLANEOUS Non-Voting *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/27/2004
ISSUER: 806605101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRED HASSAN Management For For
PHILIP LEDER, M.D. Management For For
EUGENE R. MCGRATH Management For For
RICHARD DE J. OSBORNE Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT AUDITORS Management For For
03 APPROVAL OF THE OPERATIONS MANAGEMENT TEAM INCENTIVE Management For For
PLAN
SMEDVIG ASA OGM MEETING DATE: 04/27/2004
ISSUER: R80454102000 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
1. ELECT A PERSON TO COUNTER SIGN THE MINUTES TOGETHER Management For *Management Position Unknown
WITH THE CHAIRMAN
2. APPROVE THE NOTICE AND THE AGENDA OF THE AGM Management For *Management Position Unknown
3. APPROVE THE ACCOUNTS FOR SMEDVIG GROUP AND THE Management For *Management Position Unknown
SMEDVIG A.S.A.; APPROVE A DIVIDEND OF NOK 1.25
PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION OF THE Management For *Management Position Unknown
BOARD OF DIRECTORS
5. APPROVE THE AUDITORS FEE FOR 2003 Management For *Management Position Unknown
6. ELECT 3 DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
THE INCENTIVE PLAN FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. GRANT AUTHORITY TO CANCEL HOLDING OF CLASS A SHARES Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING
DATE: 04/27/2004
ISSUER: 693475105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management Withheld Against
MR. LINDSAY Management For For
MR. MASSARO Management For For
MR. O'BRIEN Management For For
MS. PEPPER Management For For
MR. ROHR Management For For
MS. STEFFES Management For For
MR. STRIGL Management For For
MR. THIEKE Management For For
MR. USHER Management For For
MR. WASHINGTON Management For For
MR. WEHMEIER Management For For
AGGREKO PLC AGM MEETING DATE: 04/28/2004
ISSUER: G0116S102000 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For *Management Position Unknown
AUDITORS AND APPROVE THE COMPANY S ACCOUNTS FOR
THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2003
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT MR. G.P. WALKER Management For *Management Position Unknown
5. RE-ELECT MR. H.J. MOLENAAR Management For *Management Position Unknown
6. ELECT MR. R.C. SOAMES Management For *Management Position Unknown
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
8. APPROVE THE RULES OF THE AGGREKO PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2004 THE TRUST AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO DO ALL SUCH
THINGS DEEM NECESSARY OR EXPEDIENT TO CARRY THE
TRUST IN TO EFFECT AND TO ESTABLISH SUCH SCHEDULES
TO THE TRUST AND/OR SUCH OTHER PLANS BASED ON
THE TRUST TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE
CONTROL OR SECURITIES LAWS OUTSIDE THE UK, PROVIDED
THAT ANY SHARES AVAILABLE UNDER SUCH SCHEDULES
TREATED AS COUNTING AGAINST THE RELEVANT INDIVIDUAL
OR OVERALL DILUTION LIMITS OF THE TRUST
9. APPROVE THE RULES OF THE AGGREKO CO-INVESTMENT Management For *Management Position Unknown
PLAN 2004 THE CIP AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY TO DO ALL SUCH THINGS
DEEM NECESSARY OR EXPEDIENT TO CARRY THE CIP
IN TO EFFECT AND TO ESTABLISH SUCH SCHEDULES
TO THE CIP AND/OR SUCH OTHER PLANS BASED ON THE
CIP TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL
OR SECURITIES LAWS OUTSIDE THE UK, PROVIDED THAT
ANY SHARES AVAILABLE UNDER SUCH SCHEDULES TREATED
AS COUNTING AGAINST THE RELEVANT INDIVIDUAL OR
OVERALL DILUTION LIMITS OF THE CIP
10. APPROVE THE NEW EMPLOYEE BENEFIT TRUST, THE AGGREKO Management For *Management Position Unknown
EMPLOYEE BENEFIT TRUST THE TRUST AND AUTHORIZE
THE BOARD OF DIRECTORS OF THE COMPANY TO DO ALL
SUCH THINGS DEEM NECESSARY OR EXPEDIENT TO CARRY
THE TRUST IN TO EFFECT AND TO ESTABLISH SIMILAR
TRUST AND/OR SUCH OTHER PLANS BASED ON THE AGGEREKO
EMPLOYEE BENEFIT TRUST TO TAKE ACCOUNT OF LOCAL
TAX, EXCHANGE CONTROL OR SECURITIES LAWS OUTSIDE
THE UK, PROVIDED THAT ANY SHARES ACQUIRED BY
SUCH TRUSTS WILL COUNT AGAINST THE LIMIT ON THE
NUMBER OF SHARES HELD BY THE TRUST
11. AUTHORIZE THE DIRECTORS OF THE COMPANY TO VOTE Management For *Management Position Unknown
IN A QUORUM AT ANY MEETING OF THE DIRECTORS AT
WHICH ANY MATTER CONNECTED WITH THE AGGEREKO
PERFORMANCE SHARE PLAN 2004, THE AGGEREKO CO-INVESTMENT
PLAN 2004 AND/OR THE AGGEREKO EMPLOYEE BENEFIT
TRUST THE TRUST OR ANY SIMILAR TRUSTS BASED
ON THE TRUST, PROVIDED THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN A QUORUM IN CONNECTION WITH
HIS INDIVIDUAL RIGHTS OF PARTICIPATION
S.12 AMEND THE COMPANY S ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.13 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For *Management Position Unknown
PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985,
TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH
BY SELLING EQUITY SECURITIES HELD BY THE COMPANY
AS TREASURY SHARES OR BY ALLOTTING NEW EQUITY
SECURITIES PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AT THE AGM OF THE COMPANY HELD
ON 30 APR 2003, 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, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
2,678,000; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005
OR 27 JUL 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
S.14 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 26,780,000 ORDINARY SHARES OF 20P EACH
IN THE COMPANY, AT A MINIMUM PRICE OF 20P AND
A MAXIMUM PRICE EQUAL TO 105% OF THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 18 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;
AND THE ORDINARY SHARES SO PURCHASED CAN BE CANCELLED,
SUBJECT TO THE PROVISIONS OF ANY STATUTORY INSTRUMENTS
RELATING TO TREASURY SHARES AND ANY APPLICABLE
REGULATIONS OF THE UNITED KINGDOM LISTING AUTHORITIES
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 057224107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
EDWARD P. DJEREJIAN Management Withheld Against
H. JOHN RILEY, JR. Management Withheld Against
CHARLES L. WATSON Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2004.
03 STOCKHOLDER PROPOSAL NO. 1 - REGARDING CLASSIFIED Shareholder For Against
BOARDS.
04 STOCKHOLDER PROPOSAL NO. 2 - REGARDING POISON Shareholder Against For
PILLS.
CIGNA CORPORATION CI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 125509109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT H. CAMPBELL Management For
JANE E. HENNEY, M.D. Management For
CHARLES R. SHOEMATE Management For
LOUIS W. SULLIVAN, M.D. Management For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF AGM MEETING DATE: 04/28/2004
ISSUER: D24909109000 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
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 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management For *Management Position Unknown
SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
6. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
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 SHARES OF Management For *Management Position Unknown
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 RETIRED
8. APPOINT PRICEWATERHOUSECOOPERS, DEUTSCHE REVISION Management For *Management Position Unknown
AG, DUSSELDORF, AS THE AUDITORS FOR THE FY 2004
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/28/2004
ISSUER: 601073109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DANIEL BELLUS Management For For
ROBERT C. BISHOP Management For For
EDWARD M. SCOLNICK Management For For
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/28/2004
ISSUER: 758205108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1A TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
FOR THE YEAR ENDED 31 DECEMBER 2003, TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND AUDITORS.
O1B TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2003.
O2 TO DECLARE A FINAL DIVIDEND FOR 2003 ON THE COMPANY Management For For
S ORDINARY SHARES.
O3A TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
OF THE COMPANY.
O3B TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O4A TO APPOINT G J A VAN DE AAST AS A DIRECTOR OF Management For For
THE COMPANY.
O4B TO APPOINT M TABAKSBLAT AS A DIRECTOR OF THE COMPANY. Management For For
O4C TO APPOINT R W H STOMBERG AS A DIRECTOR OF THE Management For For
COMPANY.
O4D TO APPOINT LORD SHARMAN OF REDLYNCH OBE AS A Management For For
DIRECTOR OF THE COMPANY.
O5 ALLOTMENT OF SHARES Management For For
S6 DIAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S7 AUTHORITY TO PURCHASE OWN SHARES. Management For For
TOTAL SA MIX MEETING DATE: 04/28/2004
ISSUER: F92124100000 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management For
REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF
THE COMPANY TOTAL S.A. FOR THE FY 2003
O.3 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management For
3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES:
655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD: EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.70 WITH A CORRESPONDING TAX CREDIT
O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
COMMERCIAL LAW
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management For
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000, WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDINATED
OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT OF
EUR 10,000,000,000.00; AUTHORITY EXPIRES AT
THE END OF 5 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DERUDDER AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management For
THE FIRM BARBIER, FRINAULT AND AUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISION OF THE ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management For
ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD
OF 6 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management For
KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management For
WHO REPLACES THE FIRM SALUSTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management For
DIRECTORS AS THE ATTENDANCE FEES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENEFIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management For
EMPLOYEES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WARRANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management For
BOARD OF DIRECTORS REPORT FOR THE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management For
AUTHORITY OF THE RESOLUTION 6 OF THE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE AS
A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management For
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
14 MAY 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Against
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.1 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
O.8 *Management Position Unknown
O.14 *Management Position Unknown
O.10 *Management Position Unknown
O.12 *Management Position Unknown
O.16 *Management Position Unknown
O.15 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
E.19 *Management Position Unknown
E.22 *Management Position Unknown
E.20 *Management Position Unknown
O.2 *Management Position Unknown
O.5 *Management Position Unknown
O.7 *Management Position Unknown
O.9 *Management Position Unknown
O.11 *Management Position Unknown
E.21 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
O.13 *Management Position Unknown
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN AGM MEETING DATE: 04/29/2004
ISSUER: D08064103000 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL STATEMENT OF ACCOUNTS AND Management For *Management Position Unknown
THE ANNUAL GROUP STATEMENT OF ACCOUNTS FOR 2003;
AND THE MANAGEMENT REPORT FOR THE COMPANY AND
THE GROUP REPORT OF THE SB FOR 2003
2. APPROVE THE ACTIVITIES UNDERTAKEN BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS
3. APPROVE THE ACTIVITIES UNDERTAKEN BY THE SB IN Management For *Management Position Unknown
2003
4. ELECT THE SB Management For *Management Position Unknown
5. APPROVE TO CANCEL THE APPROVED CAPITAL ON PARAGRAPH Management For *Management Position Unknown
5/2 AND APPROVE A NEW CAPITAL
6. APPROVE THE CANCELLATION OF THE AUTHORIZATION Management For *Management Position Unknown
OF ISSUE BONUS SHARES AND APPROVE TO ISSUE NEW
BONUS SHARES
7. AUTHORIZE TO PURCHASE OWN SHARES AS PER PARAGRAPH Management For *Management Position Unknown
71/1 NO.7
8. AUTHORIZE TO PURCHASE OWN SHARES AS PER PARAGRAPH Management For *Management Position Unknown
71/1 NO.8
9. AMEND THE ARTICLES OF INCORPORATION, PARAGRAPH Management For *Management Position Unknown
13/1, AND PARAGRAPH 15 TO 25
10. APPROVE THE CONTROL AGREEMENTS AND THE PROFIT Management For *Management Position Unknown
TRANSFER AGREEMENTS
11. APPROVE THE PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
12. ELECT THE BALANCE SHEET AUDITOR FOR 2004 Management For *Management Position Unknown
D&E COMMUNICATIONS, INC. DECC ANNUAL MEETING DATE: 04/29/2004
ISSUER: 232860106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
PAUL W. BRUBAKER Management For
ROBERT A. KINSLEY Management For
STEVEN B. SILVERMAN Management Withheld
ANNE B. SWEIGART Management Withheld
02 AMENDMENT OF THE COMPANY S ARTICLES OF INCORPORATION Management Against
TO INCREASE THE NUMBER OF THE COMPANY S AUTHORIZED
COMMON SHARES FROM THIRTY MILLION SHARES TO ONE
HUNDRED MILLION SHARES.
03 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For
THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
Against
Against
02 Against
03 For
INVITROGEN CORPORATION IVGN ANNUAL MEETING DATE: 04/29/2004
ISSUER: 46185R100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND V. DITTAMORE Management For For
BRADLEY G. LORIMIER Management For For
DAVID U'PRICHARD, PH.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2004
03 ADOPTION OF THE COMPANY S 2004 EQUITY INCENTIVE Management For For
PLAN
04 AMENDMENT OF THE COMPANY S 1998 EMPLOYEE STOCK Management For For
PURCHASE PLAN
KIMBERLY-CLARK CORPORATION KMB ANNUAL MEETING DATE: 04/29/2004
ISSUER: 494368103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
PASTORA S.J. CAFFERTY Management Withheld
CLAUDIO X. GONZALEZ Management Withheld
LINDA JOHNSON RICE Management Withheld
MARC J. SHAPIRO Management Withheld
02 APPROVAL OF AMENDMENTS TO 2001 EQUITY PARTICIPATION Management For
PLAN
03 APPROVAL OF AUDITORS Management For
04 STOCKHOLDER PROPOSAL REGARDING THE CORPORATION Shareholder For
S AMENDED AND RESTATED RIGHTS AGREEMENT
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
Against
Against
Against
02 For
03 For
04 Against
BAYER AG, LEVERKUSEN AGM MEETING DATE: 04/30/2004
ISSUER: D07112119000 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5073450, 5073472, 5074497, 6085874, 6093877, 7158355
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT AND APPROVE THE APPROPRIATION
OF THE DISTRIBUTABLE PROFIT OF EUR 365,170,960
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.50
PER NO-PAR SHARE, EX-DIVIDEND AND PAYABLE DATE
03 MAY 2004
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 4,000,000,000, HAVING
A TERM OF UP TO 30 YEARS AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 29 APR 2009, SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE ISSUE OF BONDS AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE,
AND IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS
OF PREVIOUSLY ISSUED BONDS AND APPROVE TO INCREASE
THE COMPANYS SHARE CAPITAL UP TO EUR 186,880,000
THROUGH THE ISSUE OF UP TO 73,000,000 NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED; AND AMEND THE ARTICLE
OF ASSOCIATION
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF
THE SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 29 OCT 2005 AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR ACQUISITION PURPOSES OR
WITHIN THE SCOPE OF THE COMPANYS STOCK OPTION
PLANS, AND TO RETIRE THE SHARES
6. APPROVE THE RESTRUCTURING MEASURES, INCLUDING Management For *Management Position Unknown
THE PARTIAL TRANSFER OF THE COMPANY S CHEMICAL
AND THE POLYMER ACTIVITIES TO LANXESS
7. APPROVE THE COMPANYS PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH ITS WHOLLY-OWNED SUBSIDIARIES DRITTE BV
GMBH, VIERTE BV GMBH, GEWOGE GESELL-SCHAFT FUER
WOHNEN UND GEBAEUDEMANAGEMENT MBH, AND BAYER
GESELLSCHAFT FUER BETEILIGUNGEN MBH, EFFECTIVE
RETROACTIVELY FROM 01 JAN 2004, UNTIL AT LEAST
31 JAN 2009
8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF THE SUPERVISORY BOARD RECEIVING
AN ANNUAL REMUNERATION OF EUR 40,000 PLUS EUR
2,000 FOR EVERY EUR 50,000,000 OR PART THEREOF
BY WHICH THE GROSS CASH FLOW OF THE PAST FY EXCEEDS
EUR 3,100,000,000
9. APPOINT PWC, ESSEN AS THE AUDITORS FOR THE FY Management For *Management Position Unknown
2004
BAYER AG, LEVERKUSEN AGM MEETING DATE: 04/30/2004
ISSUER: D07112119000 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5073450, 5073472, 5074497, 6085874, 6093877, 7158355
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS, THE ANNUAL Management For *Management Position Unknown
REPORT, THE SUPERVISORY BOARD REPORT, THE GROUP
FINANCIAL STATEMENTS AND THE GROUP ANNUAL REPORT
FOR THE 2003 FY; APPROVE TO THE DISTRIBUTABLE
PROFIT OF EUR 365,170,960 AS: PAYMENT OF A DIVIDEND
OF EUR 0.50 PER NO-PAR SHARE; EX-DIVIDEND AND
PAYABLE DATE: 03 MAY 2004
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE BEARER BONDS OF UP TO EUR 4,000,000,000
HAVING A TERM OF UP TO 3 YEARS AND CONFERRING
CONVERSION AND OR OPTION RIGHTS FOR NEW SHARES
OF THE COMPANY, ON OR BEFORE 29 APR 2009; GRANT
THE SHAREHOLDERS THE SUBSCRIPTION RIGHTS EXCEPT
FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF BONDS
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE, AND IN ORDER TO GRANT SUCH RIGHTS
TO HOLDERS OF PREVIOUSLY ISSUED BONDS; APPROVE
TO INCREASE IN COMPANY S SHARE CAPITAL
UPTO EUR 186,880,000 THROUGH THE ISSUE UPTO 73,000,000
AND OR OPTION RIGHTS ARE EXERCISED
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OFUPTO 10% OF THE
SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 29 OCT 2005; AUTHORIZE THE BOARD
OF MDS 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 OR WITHIN THE SCOPE OF THE
COMPANY S STOCK OPTION PLANS
AND TO RETIRE THE SHARES
6. APPROVE RESTRUCTURING MEASURES INCLUDING THE Management For *Management Position Unknown
PARTIAL TRANSFER OF THE COMPANYSCHEMICAL AND
POLYMER ACTIVITIES TO LANXESS
7. APPROVE THE COMPANYS PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH ITS WHOLLY-OWNED SUBSIDIARIES DRITTE BV
GMBH, VIERTE BV GMBH, GEWOGE GESELLSCHAFT FUER
WOHNEN AND GEBAEUDEMANAGEMENT MBH AND BAYER GESELLSCHAFT
FUER BETEILIGUNGEN MBH EFFECTIVE RETROACTIVELY
FROM 01 JAN 2004 UNTIL AT LEAST 31 DEC 2009
8. AMEND THE ARTICLE OF ASSOCIATION IN RESPECT OF Management For *Management Position Unknown
EACH MEMBER OF THE SUPERVISORYBOARD RECEIVING
AN ANNUAL REMUNERATION OF EUR 40,000 PLUS EUR
2,000 FOR EVERY EUR 50,000,000 OR PART THEREOF
BY WHICH THE GROSS CASH FLOW OF THE PAST FY EXCEEDS
EUR 3,100,000,000
9. APPOINT PWC, ESSEN, AS THE AUDITORS FOR THE FY Management For *Management Position Unknown
2004
PEARSON PLC AGM MEETING DATE: 04/30/2004
ISSUER: G69651100000 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE ACCOUNTS OF THE COMPANY Management For *Management Position Unknown
AND THE REPORTS OF THE DIRECTORS OF THE COMPANY
AND THE AUDITORS FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
3. RE-ELECT MR. DENNIS STEVENSON AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. JOHN MAKINSON AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
7. RECEIVE AND APPROVE THE REPORT OF THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF THE Management For *Management Position Unknown
AUTHORITY OF THE AGM OF 25 APR 2003, SUBJECT
TO THE PASSING OF RESOLUTION 11 OF THE AGM OF
25 MAR 2004, TO ALLOT RELEVANT SECURITIES SECTION
80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 66, 871,000; AUTHORITY
EXPIRES ON 29 APR 2009 ; AND THE DIRECTORS MAY
MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
11. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 294,500,000 BY GBP 1,000,000
TO GBP 295,500,000 BY THE CREATION OF 4,000,000
ORDINARY SHARES OF 25P EACH
S.12 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For *Management Position Unknown
PURSUANT TO SECTION 95, TO ALLOT EQUITY SECURITIES
SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 10, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: I) IN CONNECTION WITH A RIGHTS
ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; II)
UP TO AN AGGREGATE NOMINAL VALUE OF GBP 10,030,000;
AUTHORITY EXPIRES ON 29 APR 2009 ; AND THE BOARD
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION, TO
MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES ACT 1985 OF UP TO 80,000,000 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 25P AND EQUAL TO 105% OF
THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES ON 29 JUL 2005 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
S.14 APPROVE TO ADOPT THE DOCUMENT PRODUCED TO THE Management For *Management Position Unknown
MEETING AS THE ARTICLES OF ASSOCIATION OF THE
COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION
OF THE PRESENT ARTICLES OF ASSOCIATION OF THE
COMPANY
15. APPROVE TO EXTEND THE PEARSON PLC UK WORLDWIDE Management For *Management Position Unknown
SAVE FOR SHARE PLAN UNTIL 30 APR 2014 AND AUTHORIZE
THE DIRECTORS TO OPERATE SAVINGS-RELATED SHARES
OPTION PLANS IN COUNTRIES OTHER THAN THE UK ON
TERMS SIMILAR TO AND SUBJECT TO THE OVERALL LIMITS
CONTAINED IN THE PEARSON PLC UK WORLDWIDE SAVE
FOR SHARE PLAN AND AUTHORIZE THE DIRECTORS TO
BE COUNTED IN THE QUORUM AT A MEETING OF THE
DIRECTORS AND VOTE AS DIRECTORS ON ANY OTHER
MATTER CONNECTED WITH THE PEARSON PLC UK WORLDWIDE
SAVE FOR SHARES PLAN OR ANY PLAN ESTABLISHED
ABOVE, NOTWITHSTANDING THAT THEY MAY BE INTERESTED
IN THE SAME
TELEFONICA SA OGM MEETING DATE: 04/30/2004
ISSUER: E90183182000 ISIN: ES0178430E18
SEDOL: 0798394, 2608413, 5720972, 5732524, 5736322, 5786930, 6167460
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
I. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For
ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF TELEFONICA,
S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES,
AS WELL 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, DISTRIBUTION OF DIVIDENDS Management For
FROM 2003 NET INCOME AND FROM THE ADDITIONAL
PAID-IN CAPITAL RESERVE
III. DESIGNATION OF THE ACCOUNTS AUDITOR FOR THE 2004 Management For
FISCAL YEAR
IV. AUTHORIZATION FOR THE ACQUISITION OF TREASURY Management For
STOCK, DIRECTLY OR THROUGH GROUP COMPANIES
V. APPROVAL, IF APPROPRIATE, OF THE REGULATIONS Management For
OF THE GENERAL MEETING OF SHAREHOLDERS OF TELEFONICA
S.A.
VI. DELEGATION OF POWERS TO FORMALIZE, CONSTRUE, Management For
CORRECT AND EXECUTE THE RESOLUTIONS ADOPTED BY
THE ANNUAL GENERAL SHAREHOLDER S MEETING
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE 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.
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting
THANK YOU.
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting
CONCERNING TELEFONICA SA CAN ALSO BE VIEWED IN
THE COMPANY S WEBSITE: HTTP://WWW.TELEFONICA.COM/HOME_ENG.HTML
. THANK YOU.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
I. *Management Position Unknown
II. *Management Position Unknown
III. *Management Position Unknown
IV. *Management Position Unknown
V. *Management Position Unknown
VI. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
UNICREDITO ITALIANO SPA, GENOVA MIX MEETING DATE: 04/30/2004
ISSUER: T95132105000 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
03 MAY 2004 (AND A THIRD CALL ON 04 MAY 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
E.1 AUTHORIZE THE BOARD OF DIRECTORS AS PER ARTICLE Management For *Management Position Unknown
2443 OF THE ITALIAN CIVIL CODE, TO ISSUE IN ONE
OR MORE INSTALLMENTS AND FOR A MAXIMUM THREE
YEAR TERM, A RIGHTS ISSUE, WITHOUT OPTION RIGHT
AS PER ARTICLE 2441 OF THE ITALIAN CIVIL CODE,
UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000,
EQUAL TO 0.95 OF STOCK CAPITAL, BE RESERVED TO
THE EXECUTIVES OF THE HOLDING, BANKS AND THE
GROUP S COMPANIES, COVERING RELEVANT POSITION
AMONG THE GROUP AND AMEND THE BY-LAWS OF THE
COMPANY ACCORDINGLY
E.2 AUTHORIZE THE BOARD OF DIRECTORS TO APPROVE, Management For *Management Position Unknown
IN ONE OR MORE INSTALLMENTS AND FOR A MAXIMUM
5 YEAR TERM, A BONUS ISSUE AS PER ARTICLE 2349
OF THE ITALIAN CIVIL CODE, UP TO A MAXIMUM AMOUNT
OF EUR 52,425,000, EQUAL TO A MAXIMUM AMOUNT
OF 104,850,000 OF UNICREDITO ITALIANO ORDINARY
SHARES TO BE ASSIGNED TO THE GROUP STAFF, AS
PER THE MEDIUM TERM INCENTIVE PLAN, APPROVED
BY THE BOARD OF DIRECTORS AND TO AMEND THE BY-LAWS
ACCORDINGLY
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003, THE BOARD OF DIRECTORS , THE EXTERNAL AUDITORS
REPORTS AND THE INTERNAL AUDITORS REPORTS AND
TO SUBMIT THE CONSOLIDATED BALANCE SHEET AND
THE SOCIAL AND ENVIRONMENTAL REPORTS
O.2 APPROVE THE BUY BACK AS PER ARTICLE 2357 OF THE Management For *Management Position Unknown
ITALIAN CIVIL CODE AND ARTICLE 132 OF THE LEGISLATIVE
DECREE NO.58/1998
O.3 APPROVE THE PROFIT DISTRIBUTION Management For *Management Position Unknown
O.4 APPOINT THE INTERNAL AUDITORS, THEIR CHAIRMAN Management For *Management Position Unknown
AND 2 ALTERNATE DIRECTORS
O.5 APPROVE TO FIX THE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
FOR EACH OFFICE YEAR
O.6 APPOINT KPMG S.P.A AS THE EXTERNAL AUDITORS IN Management For *Management Position Unknown
ORDER TO AUDIT THE BALANCE SHEET, THE HALF-YEARLY
MANAGEMENT AND INTERMEDIATE BALANCE SHEET REPORTS
AND APPROVE TO FIX THE EMOLUMENTS; ACKNOWLEDGE
THAT THE AUDITORS WILL BE APPOINTED BY SLATE
VOTING AND THE LISTS WILL BE PROVIDED WHENEVER
AVAILABLE
* PLEASE BE INFORMED THAT AS ANNOUNCED THE UPCOMING Non-Voting *Management Position Unknown
MEETING IS CALLED TO APPOINT INTERNAL AUDITORS.
AS INTERNAL AUDITORS HAVE TO BE APPOINTED BY
SLATE VOTING, PLEASE FIND HERE BELOW THE LIST
OF CANDIDATES. CANDIDATES PRESENTED BY FONDAZIONE
CASSA DI RISPARMIO DI VERONA VICENZA BELLUNO
E ANCONA. EFFECTIVE AUDITORS: GIAN LUIGI FRANCARDO,
ALDO MILANESE, VINCENZO NICASTRO, ANTONIO COLOMBO,
ALFONSO RUZZINI. ALTERNATE AUDITORS: GIUSEPPE
ARMENISE, GERARDO GUIDA. CANDIDATES PRESENTED
BY THE FOLLOWING SHAREHOLDERS TOGETHER HOLDING
MORE THAN 1PCT OF UNICREDITO STOCK CAPITAL: ALETTI
GESTIELLE SGR S.P.A., ARCA SGR S.P.A., BNL GESTIONI
SGR P.A., DWS INVESTMENTS ITALY SGR S.P.A., ERSEL
ASSET MANAGEMENT SGR S.P.A., FINECO ASSET MANAGEMENT
S.P.A. SGR, FINECO GESTIONI SGR S.P.A., GRUPPO
MONTE DEI PASCHI ASSET MANAGEMENT SGR S.P.A.,
NEXTRA INVESTMENT MANAGEMENT SGR S.P.A., PIONEER
ASSET MANAGEMENT S.A., PIONEER INVESTMENT MANAGEMENT
SGR P.A., RAS ASSET MANAGEMENT SGR S.P.A., SANPAOLO
IMI ASSET MANAGEMENT SGR S.P.AEFFECTIVE AUDITORS:
GIORGIO LOLI, ROBERTO TIMO, CLAUDIA CATTANI,
ENRICO COLCERASA, PAOLO SFAMENI. ALTERNATE AUDITORS:
MARCELLO FERRARI, LUCA ROSSI. THANK YOU
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/04/2004
ISSUER: 30744P102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DAVID D. MURPHY Management For For
ELAINE A. PULLEN Management For For
KARSTADT QUELLE AG, ESSEN AGM MEETING DATE: 05/04/2004
ISSUER: D38435109000 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL AND THE CONSOLIDATED Management For *Management Position Unknown
EARNINGS AND THE REPORT OF THE SUPERVISORY BOARD
FOR 2003
2. APPROVE THE USAGE OF NET PROFITS FOR 2003 WITH Management For *Management Position Unknown
A DIVIDEND PAYMENT OF EUR 0,71PER ORDINARY SHARE
3. RATIFY THE ACTS OF THE MANAGING BOARD FOR 2003 Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD FOR 2003 Management For *Management Position Unknown
5. ELECT BDO AG, DUESSELDORF AS THE AUDITORS FOR Management For *Management Position Unknown
2004
6. ELECT DR. THOMAS MIDDELHOFF AND MR. HANS REISCHL Management For *Management Position Unknown
AS THE MEMBERS OF SUPERVISORY BOARD AND MR. JUERGEN
THAN AND MR. JOCHEN APELL AS THE SUBSTITUTE MEMBERS
7. GRANT AUTHORITY TO USE OWN SHARES Management For *Management Position Unknown
PACKAGING CORPORATION OF AMERICA PKG ANNUAL MEETING DATE: 05/04/2004
ISSUER: 695156109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
HENRY F. FRIGON Management For For
LOUIS S. HOLLAND Management For For
JUSTIN S. HUSCHER Management For For
SAMUEL M. MENCOFF Management Withheld Against
THOMAS S. SOULELES Management Withheld Against
PAUL T. STECKO Management For For
RAYFORD K. WILLIAMSON Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS.
SKYWEST, INC. SKYW ANNUAL MEETING DATE: 05/04/2004
ISSUER: 830879102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JERRY C. ATKIN Management For For
J. RALPH ATKIN Management Withheld Against
STEVEN F. UDVAR-HAZY Management Withheld Against
IAN M. CUMMING Management For For
W. STEVE ALBRECHT Management For For
MERVYN K. COX Management For For
SIDNEY J. ATKIN Management Withheld Against
HYRUM W. SMITH Management For For
ROBERT G. SARVER Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS THE INDEPENDENT AUDITOR OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004.
TELECOM ITALIA MOBILE SPA TIM, TORINO MIX MEETING DATE: 05/04/2004
ISSUER: T9276A104000 ISIN: IT0001052049 BLOCKING
SEDOL: 4876746, 5527957
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
05 MAY 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 AMEND MEETING REGULATION Management For *Management Position Unknown
O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003; RESOLUTIONS RELATED THERE TO
O.3 APPOINT EXTERNAL AUDITORS FOR YEARS 2004/2006 Management For *Management Position Unknown
O.4 APPOINT THE BOARD OF DIRECTORS. RESOLUTIONS RELATED Management For *Management Position Unknown
THERE TO; AS ANNOUNCED THE UPCOMING MEETING IS
CALLED TO APPOINT DIRECTORS. AS DIRECTORS HAVE
TO BE APPOINTED BY SLATE VOTING, PLEASE FIND
HERE BELOW THE LIST OF CANDIDATES PRESENTED
BY TELECOM ITALIA, HOLDING 56.13% OF TELECOM
ITALIA MOBILE STOCK CAPITAL. BOARD OF DIRECTORS:
MR. CARLO BUORA, MR. GIANNI MION, MR. MARCO EDOARDO
DE BENEDETTI, MR. CARLO ANGELICI, MR. CARLO
BERTAZZO, MR. LORENZO CAPRIO, MR. GIORGIO DELLA
SETA FERRARI CORBELLI GRECO, MR. ENZO GRILLI,
MR. ATTILIO LEONARDO LENTATI, MR. GIOACCHINO
PAOLO MARIA LIGRESTI, MR. GIUSEPPE LUCCHINI,
MR. PIER FRANCESCO SAVIOTTI, MR. PAOLO SAVONA,
MR. MAURO SENTINELLI, MR. RODOLFO ZICH
O.5 APPROVE TO STATE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
E.1 AMEND ARTICLE 1, 2, 3, 5, 6, 10, 12, 14, 15, Management For *Management Position Unknown
16, 17, 18, 19, 20, 21, 22, 23, 24, 25 AND 27
OF THE ARTICLES OF BY LAWS
* PLEASE NOTE THE REVISED WORDING OF RESOLUTIONO.4. Non-Voting *Management Position Unknown
THANK YOU
TELECOM ITALIA SPA, MILANO EGM MEETING DATE: 05/04/2004
ISSUER: T92778108000 ISIN: IT0003497168 BLOCKING
SEDOL: 7634394, 7649882
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
05 MAY 2004 (AND A THIRD CALL ON 06 MAY 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIXED MEETING. THANK Non-Voting *Management Position Unknown
YOU
O.1 APPROVE THE MEETING REGULATION Management For *Management Position Unknown
O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2003
O.3 APPOINT THE EXTERNAL AUDITORS FOR YEARS 2004/2006 Management For *Management Position Unknown
O.4 APPOINT THE BOARD OF DIRECTORS, THE CANDIDATES Management For *Management Position Unknown
ARE AS FOLLOWS: MR. MARCO TRONCHETTI PROVERA,
MR. GILBERTO BENETTON, MR. CARLO ORAZIO BUORA,
MR. RICCARDO RUGGIERO, MR. GIOVANNI CONSORTE,
MR. GIANNI MION, MR. MASSIMO MORATTI, MR. RENATO
PAGLIARO, MR. CARLO ALESSANDRO PURI NEGRI, MR.
PAOLO BARATTA, MR. JOHN ROBERT SOTHEBY BOAS,
MR. DOMENICO DE SOLE, MR. LUIGI FAUSTI, MR. MARCO
ONADO, MR. LUIGI ROTH, MS. EMANUELE MARIA CARLUCCIO,
MS. ANNA GRANDORI, MR. GIUSEPPE QUIZZI, AND MR.
SANDRO SANDRI
O.5 APPROVE TO STATE THE INTERNAL AUDITORS EMOLUMENTS Management For *Management Position Unknown
E.1 AMEND THE ARTICLES 2,5,6,7,11,12,13,14,15,16,17,18,19 Management For *Management Position Unknown
OF THE BYE-LAWS TO INTRODUCE A NEW ARTICLE ON
BOARD OF DIRECTORS AND INTERNAL AUDITORS REPRESENTATIVES
INFORMATIVE REPORTS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting *Management Position Unknown
REVISED WORDING OF RESOLUTION O.4. 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.
ALLIANZ AG, MUENCHEN AGM MEETING DATE: 05/05/2004
ISSUER: D03080112000 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 580,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 29,390,439.50;SHALL BE ALLOCATED TO THE REVENUE
RESERVES; AND EX-DIVIDEND AND PAYABLE DATE: 06
MAY 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management For *Management Position Unknown
REVOCATION OF THE AUTHORIZED CAPITAL 2003/I AND
2003/II WITH THE CONSENT OF THE SUPERVISORY BOARD
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 650,000,000
THROUGH THE ISSUE OF NEW REGARDING NO-PAR SHARES
AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON
OR BEFORE 04 MAY 2009;SHAREHOLDERS SHALL BE GRANTED
SUBSCRIPTION RIGHTS FOR A CAPITAL INCREASE AGAINST
CASH PAYMENT; AND EXCEPT FOR RESIDUAL AMOUNTS,
AGAINST CONTRIBUTIONS IN KIND, AND IN ORDER TO
GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE OR
OPTION RIGHTS AND CORRESPONDINGLY AMEND THE ARTICLES
OF ASSOCIATION
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, IN Management For *Management Position Unknown
REVOCATION OF THE AUTHORIZED CAPITAL 2001/II
WITH THE CONSENT OF THE SUPERVISORY BOARD TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 10,000,000
THROUGH THE ISSUE OF NEW REGARDING NO-PAR SHARES
AGAINST CONTRIBUTIONS IN CASH, ON OR BEFORE 04
MAY 2009; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY
BE EXCLUDED FOR THE ISSUE OF THE EMPLOYEE SHARES
AND FOR RESIDUAL AMOUNTS AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORYBOARD, TO ISSUE
THE CONVERTIBLE AND/OR WARRANT BONDS OF UP TO
EUR 10,000,000,000 AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR THE SHARES OF THE COMPANY
ONCE OR MORE THAN ONCE ON OR BEFORE 04 MAY 2009;
AND THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, IN ORDER
TO GRANT SUCH RIGHTS TO THE HOLDERS OF PREVIOUSLY
ISSUED BONDS FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% THE OF SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE OF THE BONDS AGAINST
CONTRIBUTIONS IN KIND; THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY UP TO EUR 250,000,000
THROUGH THE ISSUE OF UP TO 97, 656,250 NEW REGARDING
NO-PAR SHARES INSOFAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED
8. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, FOR THE PURPOSE SECURITIES TRADING FINANCIAL
INSTITUTIONS AT A PRICE NOT DEVIATING MORE THAN
10% FROM THEIR MARKET PRICE, ON OR BEFORE 04
NOV 2005; THE TRADING PORTFOLIO OF SHARES TO
BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED
5% OF THE SHARE CAPITAL AT THE END OF ANY GIVEN
DAY
10. APPROVE THE CONTROL AND THE PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH JOTA- VERROEGENSVERWALTUNGSGESELL-SCHAFT
MBH A WHOLLY OWNED SUBSIDIARY OF THE COMPANY,
EFFECTIVE RETROACTIVELY FROM 01 JAN 2004 UNTIL
31 DEC 2008
9. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES FOR Management For *Management Position Unknown
THE PURPOSES OTHER THAN SECURITIES TRADING UP
TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A PRICE NOT DIFFERING MORE THAN 15%
FROM THE MARKET PRICE OF THE SHARES OR BY THE
WAY OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20% FROM THE MARKET PRICE, ON OR BEFORE
04 NOV 2005; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO
THE SHAREHOLDERS IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
TO USE THE SHARES FOR THE ACQUISITION PURPOSES
TO FLOAT THE SHARES ON THE FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF THE
CONVERTIBLE OR OPTION RIGHTS TO OFFER THE SHARES
TO THE EMPLOYEES OF THE COMPANY OR ITS AFFILIATES
AND TO RETIRE THE SHARES
* PLEASE BE ADVISED THAT ALLIANZ AG SHARES ARE Non-Voting *Management Position Unknown
ISSUED IN REGISTERED FORM AND AS SUCH DO NOT
REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU
TO VOTE. THANK YOU
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/05/2004
ISSUER: 023551104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
N.F. BRADY Management For For
J.B. COLLINS Management For For
T.H. KEAN Management For For
F.A. OLSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2004.
03 APPROVAL OF THE ADOPTION OF THE SECOND AMENDED Management For For
AND RESTATED 1995 LONG-TERM INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL TO ESTABLISH AN OFFICE OF Shareholder Against For
THE BOARD OF DIRECTORS FOR STOCKHOLDER COMMUNICATIONS.
BIOMARIN PHARMACEUTICAL INC. BMRN ANNUAL MEETING DATE: 05/05/2004
ISSUER: 09061G101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FREDRIC D. PRICE Management For For
FRANZ L. CRISTIANI Management For For
ELAINE J. HERON Management For For
PIERRE LAPALME Management For For
ERICH SAGER Management For For
JOHN URQUHART Management For For
GWYNN R. WILLIAMS Management For For
02 PROPOSAL TO RATIFY THE SELECTION BY THE BOARD Management For For
OF DIRECTORS OF KPMG LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.
BRUKER BIOSCIENCE CORPORATION BRKR ANNUAL MEETING DATE: 05/05/2004
ISSUER: 116794108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
FRANK H. LAUKIEN, PH.D. Management Withheld Against
M. C. CANAVAN, JR. Management For For
TAYLOR J. CROUCH Management For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY, Management For For
CONFIRM AND APPROVE THE SELECTION OF ERNST &
YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC
AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004.
GUILFORD PHARMACEUTICALS INC. GLFD ANNUAL MEETING DATE: 05/05/2004
ISSUER: 401829106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CRAIG R. SMITH, M.D. Management For For
GEORGE L. BUNTING, JR. Management For For
JOSEPH R. CHINNICI Management For For
BARRY M. FOX Management For For
ELIZABETH M. GREETHAM Management For For
JOSEPH KLEIN, III Management For For
RONALD M. NORDMANN Management For For
SOLOMON H. SNYDER, M.D. Management For For
DAVID C. U'PRICHARD PHD Management For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITOR FOR 2004.
03 THE AMENDMENT OF THE COMPANY S AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION, AS AMENDED, TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF OUR
COMMON STOCK FROM 75,000,000 TO 125,000,000.
HEARST-ARGYLE TELEVISION, INC. HTV ANNUAL MEETING DATE: 05/05/2004
ISSUER: 422317107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
CAROLINE L. WILLIAMS Management For
02 APPROVAL OF INCENTIVE COMPENSATION PLAN PROPOSAL. Management Against
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For
EXTERNAL AUDITORS.
04 AT THE DISCRETION OF SUCH PROXIES, ON ANY OTHER Management Against
MATTER THAT PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
02 Against
03 For
04 Against
MANDARIN ORIENTAL INTERNATIONAL LTD AGM MEETING DATE: 05/05/2004
ISSUER: G57848106000 ISIN: BMG578481068
SEDOL: 0561563, 0561585, 0564647, 2841616, 6560694, 6560713, 6560757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE INDEPENDENT AUDITORS REPORT FOR THE
YE 31 DEC 2003
2. RE-ELECT THE DIRECTORS Management For *Management Position Unknown
3. APPROVE TO FIX THE DIRECTORS FEES Management For *Management Position Unknown
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE AUDITORS Management For *Management Position Unknown
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND TO Management For *Management Position Unknown
MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING
USD 2.1 MILLION AGGREGATE NOMINAL AMOUNT OF THE
SHARE CAPITAL ALLOTTED, OTHERWISE THAN PURSUANT
TO A RIGHTS ISSUE OR THE ISSUE OF SHARES PURSUANT
TO THE COMPANY S SENIOR EXECUTIVE SHARE INCENTIVE
SCHEMES OR UPON CONVERSION OF THE 6.75% CONVERTIBLE
BONDS OF THE COMPANY; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
THE EXPIRATION OF THE PERIOD WITHIN WHICH THE
NEXT AGM IS TO BE HELD BY LAW
6. AUTHORIZE THE DIRECTORS TO PURCHASE ITS OWN SHARES Management For *Management Position Unknown
IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT
PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS AND PURSUANT
TO THE TERMS OF PUT WARRANTS OR FINANCIAL INSTRUMENTS,
NOT EXCEEDING 15% OF THE AGGREGATE NOMINAL AMOUNT
OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY,
AT A PRICE NOT MORE THAN 15% OF THE AVERAGE OF
THE MARKET QUOTATIONS FOR THE SHARES FOR A PERIOD
OF NOT MORE 30 NOR LESS THAN 5 DEALING DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW
ONLINE RESOURCES CORPORATION ORCC ANNUAL MEETING DATE: 05/05/2004
ISSUER: 68273G101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MATTHEW P. LAWLOR Management For For
ERVIN R. SHAMES Management For For
BARRY D. WESSLER Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE COMPANY S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE COMPANY S YEAR ENDING DECEMBER
31, 2004.
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/06/2004
ISSUER: 012348108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
A DIRECTOR Management
FRANK R. SCHMELER Management Withheld Against
THOMAS R. BEECHER, JR. Management Withheld Against
FRANCIS L. MCKONE Management Withheld Against
BARBARA P. WRIGHT Management For For
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
HUGH J. MURPHY Management For For
B APPROVAL OF DIRECTORS ANNUAL RETAINER PLAN Management For For
HONGKONG & SHANGHAI HOTELS LTD AGM MEETING DATE: 05/06/2004
ISSUER: Y35518110000 ISIN: HK0045000319
SEDOL: 6436386
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown
3. RE-ELECT THE RETIRING DIRECTORS Management For *Management Position Unknown
4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For *Management Position Unknown
TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For *Management Position Unknown
WITH ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS, INCLUDING 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 I) A RIGHTS ISSUE; OR II) ANY OPTION SCHEME
OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT PURSUANT TO THE ARTICLES
OF ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For *Management Position Unknown
SHARES OF HKD 0.50 EACH IN THE CAPITAL OF THE
COMPANY DURING THE RELEVANT PERIOD, IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED, AT
A PRICE DETERMINED BY THE DIRECTORS IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND REGULATIONS, NOT
EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
7. APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management For *Management Position Unknown
5 AND 6, THAT THE AGGREGATE NUMBER OF SHARES
IN THE CAPITAL OF THE COMPANY REPURCHASED OR
OTHERWISE ACQUIRED BY THE COMPANY PURSUANT TO
RESOLUTION 6 ADDED TO THE AGGREGATE NUMBER OF
SHARES IN THE CAPITAL OF THE COMPANY ISSUED PURSUANT
TO RESOLUTION 5
8. APPROVE, PURSUANT TO ARTICLE 77 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION OF THE COMPANY, EFFECTIVE 01 JAN
2004, THAT THE ORDINARY REMUNERATION OF THE DIRECTORS
TO DIRECTORS OTHER THAN THOSE IN FULL-TIME EMPLOYMENT
WITH THE COMPANY BE AT RATE OF HKD 100,000 PER
ANNUM FOR EACH DIRECTOR
S.9 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
BY AMENDING ARTICLES: 2, 7A, 15, 33, 65, 74A,
85(G), 86, 90, 91, 93, 94, 98(B), 98(C), 98(C)(IV),
98(C)(V), 130, 133 TO 138 AND BY ADDING A NEW
ARTICLE 142A
KANSAS CITY SOUTHERN KSU ANNUAL MEETING DATE: 05/06/2004
ISSUER: 485170302 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. EDWARD ALLINSON Management For For
JAMES R. JONES Management For For
KAREN L. PLETZ Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF KPMG LLP AS KCS S INDEPENDENT ACCOUNTANTS
FOR 2004.
LIBBEY INC. LBY ANNUAL MEETING DATE: 05/06/2004
ISSUER: 529898108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CARLOS V. DUNO Management For For
PETER C. MCC. HOWELL Management For For
RICHARD I. REYNOLDS Management For For
02 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Management For For
1999 EQUITY PARTICIPATION PLAN OF LIBBEY INC.
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 05/06/2004
ISSUER: 592688105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT F. SPOERRY Management For For
PHILIP CALDWELL Management For For
JOHN T. DICKSON Management For For
PHILIP H. GEIER Management For For
JOHN D. MACOMBER Management For For
HANS ULRICH MAERKI Management For For
GEORGE M. MILNE Management For For
THOMAS P. SALICE Management For For
02 APPROVAL OF AUDITORS Management For For
03 APPROVAL OF 2004 EQUITY INCENTIVE PLAN Management For For
ODYSSEY HEALTHCARE, INC. ODSY ANNUAL MEETING DATE: 05/06/2004
ISSUER: 67611V101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. BURNHAM Management For For
DAVID C. GASMIRE Management For For
MARTIN S. RASH Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 2004.
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN AGM MEETING DATE: 05/06/2004
ISSUER: D66992104000 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE FINANCIAL STATEMENTS AND THE Management For *Management Position Unknown
ANNUAL REPORT FOR THE FY 2003 WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTIVE Management For *Management Position Unknown
PROFIT OF : EUR 949,879,281.43; PAYMENT OF A
DIVIDEND : EUR 0.80 PER ENTITLED SHARE, THE REMAINDER
SHALL BE CARRIED FORWARD
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT THE KPMG, FRANKFURT AND BERLIN, AS THE Management For *Management Position Unknown
AUDITORS FOR THE FY 2004
6. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management For *Management Position Unknown
THE INCREASE OF THE SHARE CAPITAL TO EUR 315,413,553
THROUGH THE EXERCISE OF CONVERSION AND OPTION
RIGHTS, AND THE CORRESPONDENT REDUCTION OF THE
CONTINGENT CAPITAL
7. APPROVE TO RENEW THE AUTHORIZATION TO ACQUIRE Management For *Management Position Unknown
AND DISPOSE OF OWN SHARES; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO ACQUIRE UP TO 30,000,000
SHARES OF THE COMPANY, AT A PRICE NOT DEVIATING
MORE THAN 20% FROM THEIR MARKET PRICE, ON OR
BEFORE 31 OCT 2005 AND TO SELL THE SHARES ON
THE STOCK EXCHANGE AND TO OFFER THEM TO THE SHAREHOLDERS
FOR SUBSCRIPTION; AND AUTHORIZE THE BOARD TO
DISPOSE OF THE SHARES IN ANOTHER MANNER IF THEY
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR WITHIN THE SCOPE OF THE COMPANY STOCK
OPTION AND LONG TERM INCENTIVE PLANS, AND TO
RETIRE THE SHARES
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER RESOLUTION 7
HOCHTIEF AG, ESSEN OGM MEETING DATE: 05/07/2004
ISSUER: D33134103000 ISIN: DE0006070006 BLOCKING
SEDOL: 4429902, 5108664
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. PRESENTATION OF HOCHTIEF AKTIENGESELLSCHAFT S Management For
ADOPTED ANNUAL FINANCIAL STATEMENTS AND THE CONSOLIDATED
FINANCIAL STATEMENTS APPROVED BY THE SUPERVISORY
BOARD AS OF 31 DEC 2003, THE COMBINED MANAGEMENT
REPORT OF HOCHTIEF AKTIENGESELLSCHAFT AND THE
GROUP AS WELL AS THE REPORT OF THE SUPERVISORY
BOARD FOR FY 2003
2. THE EXECUTIVE AND SUPERVISORY BOARDS PROPOSE Management For
TO DISTRIBUTE THE UNAPPROPRIATED NET PROFIT FOR
FY 2003 TOTALING EUR 45,500,000 WITH A DIVIDEND
OF EUR 0.65 PER NO-PAR VALUE BEARER SHARE TO
THE SHARE CAPITAL OF EUR 179,200,000, COMPRISING
70,000,000 NO-PAR VALUE BEARER SHARES; THE AMOUNT
THAT WOULD BE DISTRIBUTABLE TO THE TREASURY SHARES
HELD BY THE COMPANY ON THE DAY OF THE GENERAL
SHAREHOLDERS MEETING AND WHICH IS TO BE EXECUTED
FROM THE DISBURSEMENT WITHIN THE MEANING OF SECTION
71B OF THE AKTIENGESETZ (AKTG- GERMAN STOCK CORPORATIONS
ACT) WILL BE CARRIED FORWARD TO THE NEW ACCOUNT
3. RATIFY THE MEMBERS OF THE EXECUTIVE BOARD IN Management For
FINANCIAL YEAR 2003 FOR THIS PERIOD
4. RATIFY THE MEMBERS OF THE SUPERVISORY BOARD IN Management For
FINANCIAL YEAR 2003 FOR THIS PERIOD
5. THE SUPERVISORY BOARD PROPOSES TO SELECT PWC Management For
DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
FRANKFURT AM MAIN, ESSEN BRANCH, AS THE AUDITOR
FOR FY 2004
6. PLEASE BE ADVISED THAT THE REPORT OF THE EXECUTIVE Management For
BOARD TO THE GENERAL SHAREHOLDER S MEETING ON
ITEM 6 OF THE AGENDA WITHIN THE MEANING OF SECTIONS
71(1) NO. 8, 186(3) SENTENCE, (4) SENTENCE 2
OF THE AKTG CAN BE CONSULTED IN THE LINK TITLED
PROXY STATEMENT. AUTHORIZATION OF THE COMPANY
TO UTILIZE TREASURY SHARES UNDER PARTIAL EXCLUSION
OF THE SHAREHOLDERS STATUTORY SUBSCRIPTION RIGHTS;
THE COMPANY HAS ACQUIRED TREASURY SHARES BASED
ON VARIOUS AUTHORIZATIONS BY THE GENERAL SHAREHOLDERS
MEETING. THE LAST AUTHORIZATION TO ACQUIRE TREASURY
SHARES ISSUED BY THE GENERAL SHAREHOLDERS MEETING
ON 28 JUN 2000 WITHIN THE MEANING OF SECTION
71 (1) NO. 8 OF THE AKTG HAS A LIMITED TERM TO
27 DEC 2001. IRRESPECTIVE OF ANY OTHER EXISTING
AUTHORIZATIONS FOR THE UTILIZATION OF TREASURY
SHARES, THE FOLLOWING PROPOSED RESOLUTION REGULATES
THE UTILIZATION OF TREASURY SHARES WHICH HAVE
ALREADY BEEN ACQUIRED AS A RESULT OF THE AUTHORIZATION
DETAILED ABOVE OR EARLIER AUTHORIZATIONS WITHIN
THE MEANING OF SECTION 71 (1) NO. 8 OF THE AKTG;
THE SUPERVISORY AND EXECUTIVE BOARDS PROPOSED
THE FOLLOWING RESOLUTION: A) THE AUTHORIZATION
ISSUED BY THE GENERAL SHAREHOLDERS MEETING ON
4 JUN 2003 FOR THE UTILIZATION OF TREASURY SHARES
WILL BE REVOKED FROM THE DATE ON WHICH THIS AUTHORIZATION
BECOMES EFFECTIVE. THE REGULATION REACHED ON
28 JUN 2000 REGARDING THE AUTHORIZATION BY THE
GENERAL SHAREHOLDERS MEETING ON 21 JUN 1999
FOR THE UTILIZATION OF TREASURY SHARES CONTINUES
TO APPLY; B) THE EXECUTIVE BOARD IS AUTHORIZED,
WITHIN THE APPROVAL OF THE SUPERVISORY BOARD,
TO UTILIZE THE COMPANY S TREASURY SHARES WHICH
WERE ACQUIRED AS A RESULT OF THE AUTHORIZATION
ISSUED ON 28 JUN 2000 OR AS A RESULT OF EARLIER
AUTHORIZATION RESOLUTIONS WITHIN THE MEANING
OF SECTION 71 (1) NO. 8 OF THE AKTG AS FOLLOWS:
AA) THEY CAN BE SOLD VIA THE STOCK EXCHANGE OR
AN OFFERING TO SHAREHOLDERS; BB) THEY CAN ALSO
BE SOLD OTHER THAN VIA THE STOCK EXCHANGE OR
AN OFFERING TO SHAREHOLDERS, IF THE SHARES ARE
SOLD AGAINST CASH COMPENSATION FOR A PRICE WHICH
IS NOT SIGNIFICANTLY LESS THAN THE STOCK MARKET
PRICE FOR SHARES OF THE COMPANY THAT CARRY THE
SAME RIGHTS AT THE TIE OF THE SALE. HOWEVER,
THIS AUTHORIZATION ONLY APPLIES UNDER THE CONDITION
THAT THE TREASURY SHARES THUS SOLD TOGETHER WITH
ANY SHARES TO BE ISSUED UNDER EXCLUSION OF SUBSCRIPTION
RIGHTS WITHIN THE MEANING OF SECTION 186 (3)
SENTENCE 4 ON THE AKTG MAY NOT EXCEED A TOTAL
OF 10% OF THE SHARE CAPITAL, EITHER ON THE DATE
THIS BECOMES EFFECTIVE OR ON THE DATE ON WHICH
THIS AUTHORIZATION IS EXERCISED; CC) THEY MAY
BE OFFERED AND/OR TRANSFERRED TO THE EXTENT THAT
THIS OFFER/TRANSFER IS MADE WITH THE PURPOSE
OF ACQUIRING COMPANIES, PARTS OF COMPANIES OR
PARTICIPATING INTERESTS IN COMPANIES OR FOR BUSINESS
COMBINATIONS; DD) THEY MAY BE USED TO FLOAT SHARES
OF THE COMPANY ON FOREIGN STOCK MARKETS ON WHICH
SHARES OF THE COMPANY WERE NOT PREVIOUSLY ADMITTED
TO TRADING. THE PRICE AT WHICH THESE SHARES ARE
INITIALLY LISTED ON FOREIGN STOCK EXCHANGES MAY
NOT BE MORE THAN 5% LESS (WITHOUT INCIDENTAL
ACQUISITION COSTS) THAN THE ARITHMETIC AVERAGE
OF THE CLOSING AUCTION PRICE FOR SHARES OF THE
CORRESPONDING TYPE IN XETRA TRADING (OR IN A
FUNCTIONALLY COMPARABLE SUCCESSOR SYSTEM WHICH
IS USED IN LIEU OF THE XETRA SYSTEM) ON THE FRANKFURT
STOCK EXCHANGE DURING THE LAST THREE TRADING
DAYS BEFORE THE DATE OF THE LAUNCH ON THE FOREIGN
STOCK EXCHANGE (WITHOUT INCIDENTAL ACQUISITION
COSTS); EE) THEY MAY BE OFFERED FOR ACQUISITION
TO PERSON WHO ARE OR WERE EMPLOYED BY THE COMPANY
OR ONE OF ITS ASSOCIATED COMPANIES; FF) THEY
MAY BE USED TO PAY COMPENSATION TO SHAREHOLDER
WITHIN THE MEANING OF SECTIONS 305 (2), 320B
OF THE AKTG OR SECTION 29 (1) OF THE UMWANDLUNGSGESETZ
(UMWG - GERMAN TRANSFORMATION ACT), SECTION 29
(1) IN CONNECTION WITH SECTION 125 1 OF THE UMWG
OR SECTION 207 (1) SENTENCE 1 OF THE UMWG; GG)
THE EXECUTIVE BOARD MAY WITHDRAW TREASURY SHARES
WITH THE APPROVAL OF THE SUPERVISORY BOARD WITHOUT
THIS WITHDRAWAL AND ITS IMPLEMENTATION REQUIRING
A FURTHER RESOLUTION BY THE GENERAL SHAREHOLDERS
MEETING. THE WITHDRAWAL MAY BE MADE WITHOUT
A CAPITAL REDUCTION WITHIN THE MEANING OF SECTION
237 (3) NO. 3 OF THE AKTG IN THAT THE WITHDRAWAL
OF THE SHARES INCREASES THE PROPORTION CONSTITUTED
BY THE REMAINING NO-PAR VALUE BEARER SHARES OF
HOCHTIEF AKTIENGESELLSCHAFT IN THE SHARE CAPITAL
WITHIN THE MEANING OF SECTION 8 (3) OF THE AKTG.
THE EXECUTIVE BOARD IS AUTHORIZED TO AMEND THE
NUMBER OF SHARES STATED IN THE ARTICLE OF ASSOCIATION
ACCORDINGLY WITHIN THE MEANING OF SECTION 237
(3) NO. 3, SECOND HALF SENTENCE OF THE AKTG;
C) ALL OF THE ABOVE AUTHORIZATIONS MAY BE EXERCISED
ON ONE OR SEVERAL OCCASIONS, IN WHOLE OR IN PART;
D) THE SHAREHOLDERS SUBSCRIPTION RIGHTS TO THESE
TREASURY SHARES IS EXCLUDING TO THE EXTENT THAT
THESE ARE UTILIZED ACCORDING TO THE ABOVE AUTHORIZATION
UNDER B), AA) - GG) ABOVE
7. PLEASE BE ADVISED THAT THE REPORT OF THE EXECUTIVE Management For
BOARD TO THE GENERAL SHAREHOLDER S MEETING ON
ITEM 7 OF THE AGENDA WITHIN THE MEANING OF SECTIONS
71(1) NO. 8, 186(3) SENTENCE, (4) SENTENCE 2
OF THE AKTG CAN BE CONSULTED IN THE LINK TITLED
PROXY STATEMENT. AUTHORIZATION OF THE COMPANY
TO ACQUIRE TREASURY SHARES AND TO USE THESE UNDER
PARTIAL EXCLUSION OF THE SHAREHOLDERS STATUTORY
SUBSCRIPTION RIGHTS; THE SUPERVISORY AND EXECUTIVE
BOARDS PROPOSE THE FOLLOWING RESOLUTION: A) THE
COMPANY IS AUTHORIZED TO ACQUIRE TREASURY SHARES
ACCORDING TO SECTION 71 (1) NO. 8 OF THE AKTG.
THIS AUTHORIZATION APPLIES FOR A PERIOD OF 18
MONTHS UNTIL 6 NOV 2005. IT IS LIMITED TO 10%
OF THE SHARE CAPITAL THAT EXISTS AT THE TIME
WHEN THE RESOLUTION IS PASSED BY THE GENERAL
SHAREHOLDERS MEETING (THIS CORRESPONDS TO NO-PAR
VALUE BEARER SHARES WITH A THEORETICAL INTEREST
IN THE SHARE CAPITAL TOTALING EUR 17,920,000.00).
THE AUTHORIZATION ALLOWS THE ACQUISITION OF
TREASURY SHARES IN WHOLE OR IN PARTIAL AMOUNTS
AS WELL AS ACQUISITION ON ONE OR SEVERAL OCCASIONS.
TREASURY SHARES MAY BE ACQUIRED VIA THE STOCK
EXCHANGE OR USING A PUBLIC OFFER TO BUY MADE
TO ALL SHAREHOLDERS. HOCHTIEF AKTIENGESELLSCHAFT
MAY ONLY PAY ONE PRICE PER SHARE WHICH IS NO
MORE THEN 10% MORE OR LESS THAN THE ARITHMETIC
AVERAGE OF THE PRICES OF NO-PAR VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
CLOSING AUCTION IN XETRA TRADING (OR AN EQUIVALENT
SUCCESSOR SYSTEM) ON FRANKFURT STOCK EXCHANGE
DURING THE LAST TEN STOCK MARKET TRADING DAYS
BEFORE THE CONCLUSION OF THE OBLIGATING TRANSACTION
TO THE EXTENT THAT THE ACQUISITION IS MADE VIA
THE STOCK EXCHANGE, OR BEFORE PUBLICATION OF
THE DECISION TO ISSUE A PUBLIC OFFER TO BUY,
TO THE EXTENT THAT THE ACQUISITION IS MADE BY
WAY OF A PUBLIC OFFER TO BUY, IRRESPECTIVE OF
THE INCIDENTAL ACQUISITION COSTS; B) THE EXECUTIVE
BOARD OF HOCHTIEF AKTIENGESELLSCHAFT IS AUTHORIZED,
WITH THE APPROVAL OF THE SUPERVISORY BOARD, TO
SELL THE ACQUIRED SHARES OTHER THAN VIA THE STOCK
MARKET OR AN OFFERING TO ALL SHAREHOLDERS IF
THE SHARES ARE SOLD FOR CASH COMPENSATION AT
A PRICE WHICH IS NOT SIGNIFICANTLY LESS THAN
THE STOCK MARKET PRICE OF SHARES OF THE COMPANY
CARRYING THE SAME RIGHTS AT THE TIME OF THE SALE.
THIS EXCLUDES SHAREHOLDERS SUBSCRIPTION RIGHTS.
HOWEVER, THIS AUTHORIZATION ONLY APPLIES UNDER
THE CONDITION THAT THE TREASURY SHARES SOLD UNDER
EXCLUSION OF SUBSCRIPTION RIGHTS WITHIN THE MEANING
OF SECTION 186 (3) SENTENCE 4 OF THE AKTG MAY
NOT EXCEED A TOTAL OF 10% OF THE SHARE CAPITA,
EITHER ON THE DATE THIS BECOMES EFFECTIVE OR
ON THE DATE ON WHICH THIS AUTHORIZATION IS MADE
EXERCISED. THIS RESTRICTION TO 10% OF THE SHARE
CAPITAL MUST INCLUDE SHARES THAT ARE ISSUED UNDER
EXCLUSION OF SUBSCRIPTION RIGHTS AFTER THIS AUTHORIZATION
BECOMES EFFECTIVE AS A RESULT OF AN AUTHORIZATION
TO ISSUE NEW SHARES FROM AUTHORIZED CAPITAL WITHIN
THE MEANING OF SECTION 186 (3) SENTENCE 4 OF
THE AKTG THAT IS RESOLVED ON THE DATE THAT THIS
AUTHORIZATION OR AN AUTHORIZATION WHICH TAKES
ITS PLACE. IN ADDITION, THIS RESTRICTION TO
10% OF THE SHARE CAPITAL MUST INCLUDE ANY SHARES
THAT ARE ISSUED OR ARE TO BE ISSUED TO SERVICE
CONVERTIBLE BONDS OR BONDS WITH WARRANTS TO THE
EXTENT THAT THE BONDS ARE ISSUED AFTER THIS AUTHORIZATION
BECOMES EFFECTIVE DUE TO AN AUTHORIZATION WHICH
APPLIES ON THE DATE THAT THIS AUTHORIZATION BECOMES
EFFECTIVE OR AN AUTHORIZATION WHICH TAKES ITS
PLACE UNDER CORRESPONDING APPLICATION OF SECTION
186 (3) SENTENCE 4 OF THE AKTG UNDER EXCLUSION
OF SUBSCRIPTION RIGHTS. THE EXECUTIVE BOARD OF
HOCHTIEF AKTIENGESELLSCHAFT IS ALSO AUTHORIZED,
WITH THE APPROVAL OF THE SUPERVISORY BOARD, TO
OFFER AND TRANSFER ACQUIRED TREASURY SHARES TO
THIRD PARTIES OTHER THAN VIA THE STOCK EXCHANGE
OR AN OFFERING TO ALL SHAREHOLDERS TO THE EXTENT
THAT THIS: AA) OCCURS AS PART OF THE ACQUISITION
OF COMPANIES OR PARTICIPATING INTERESTS THEREIN
OR AS PART OF BUSINESS COMBINATION; OR BB) TO
FLOAT SHARES OF THE COMPANY ON FOREIGN STOCK
MARKETS ON WHICH SHARES OF THE COMPANY WERE NOT
PREVIOUSLY ADMITTED TO TRADING. THE PRICE AT
WHICH THESE SHARES ARE FLOATED ON FOREIGN MARKET
MAY NOT BE MORE THAN 5% LESS THAN THE ARITHMETIC
AVERAGE OF THE SHARE PRICE OF NO-PAR VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
CLOSING AUCTION IN XETRA TRADING ( OR A CORRESPONDING
SUCCESSOR SYSTEM) ON THE FRANKFURT STOCK EXCHANGE
DURING THE LAST THREE STOCK MARKET TRADING DAYS
BEFORE THE DATE OF THE FLOTATION ON THE FOREIGN
STOCK EXCHANGE IRRESPECTIVE OF THE INCIDENTAL
COSTS OF ACQUISITION; OR CC) ARE OFFERED FOR
ACQUISITION TO PERSONS WHO ARE OR WERE EMPLOYED
BY THE COMPANY OR ONE OF ITS ASSOCIATED COMPANIES;
SHAREHOLDERS STATUTORY SUBSCRIPTION RIGHTS TO
THESE TREASURY SHARES ARE EXCLUDED ACCORDING
TO SECTION 71 (1) NO. 8, 189 (3), (4) OF THE
AKTG TO THE EXTENT THAT THESE SHARES ARE USED
IN LINE WITH THE ABOVE AUTHORIZATION; IN ADDITION,
THE EXECUTIVE BOARD IS AUTHORIZED TO WITHDRAW
TREASURY SHARES WITH THE APPROVAL FOR THE SUPERVISORY
BOARD WITHOUT THIS WITHDRAWAL AND ITS IMPLEMENTATION
REQUIRING A FURTHER RESOLUTION BY THE GENERAL
SHAREHOLDERS MEETING. THE WITHDRAWAL MAY BE
MADE WITHOUT A CAPITAL REDUCTION WITHIN THE MEANING
OF SECTION 237 (3) NO. 3 OF THE AKTG IN THAT
THE WITHDRAWAL OF THE SHARES INCREASES THE PROPORTION
CONSTITUTED BY THE REMAINING NO-PAR VALUE BEARER
SHARES OF HOCHTIEF AKTIENGESELLSCHAFT IN THE
SHARE CAPITAL WITHIN THE MEANING OF SECTION 8
(3) OF THE AKTG. THE EXECUTIVE BOARD IS AUTHORIZED
TO AMEND THE NUMBER OF SHARES STATED IN THE ARTICLES
OF ASSOCIATION ACCORDINGLY WITHIN THE MEANING
OF SECTION 237 (3) NO. 3, SECOND HALF SENTENCE
OF THE AKTG; THE ABOVE AUTHORIZATIONS MAY BE
EXERCISED ON ONE OF SEVERAL OCCASIONS, IN WHOLE
OR IN PART TOGETHER OR SINGLY
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting
REVISED WORDING OF THE 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.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
* *Management Position Unknown
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/07/2004
ISSUER: 599902103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES J. HOMCY, M.D. Management For For
RAJU S KUCHERLAPATI PHD Management For For
ERIC S. LANDER, PH.D. Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
INTERNATIONAL POWER PLC AGM MEETING DATE: 05/11/2004
ISSUER: G4890M109000 ISIN: GB0006320161
SEDOL: 0632016, 5626757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS FOR THE YE 31 DEC 2003 AND Management For *Management Position Unknown
THE REPORT OF THE DIRECTORS, AND THE DIRECTOR
S REMUNERATION REPORT AND THE REPORT OF THE AUDITOR
S ON THOSE ACCOUNTS AND ON THE AUDITABLE PART
OF THE DIRECTORS REMUNERATION REPORT
2. RE-APPOINT MR. MARK WILLIAMSON AS A DIRECTOR Management For *Management Position Unknown
3. RE-APPOINT MR. STEPHEN RILEY AS A DIRECTOR Management For *Management Position Unknown
4. RE-APPOINT MR. ANTHONY CONCANNON AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT SIR. NEVILLE SIMMS AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For *Management Position Unknown
THE COMPANY AND AUTHORIZE THE DIRECTORS TO SET
THEIR REMUNERATION
7. APPROVE THE DIRECTOR S REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2003 AS SPECIFIED IN THE 2003 ANNUAL
REPORT AND ACCOUNTS
8. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 ACT , TO
ALLOT RELEVANT SECURITIES SECTION 80(2) UP
TO AN AGGREGATE NOMINAL VALUE OF GBP 184,565,843;
AUTHORITY EXPIRES THE EARLIER AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2009 OR 10 MAY 2009
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF THAT OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95(1) OF THE ACT, TO ALLOT EQUITY SECURITIES
SECTION 94 WHOLLY FOR CASH, DISAPPLYING THE
STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) ,
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS
ISSUE IN FAVOUR OF THE HOLDERS OF ORDINARY SHARES
IN THE COMPANY; AND UP TO AN AGGREGATE NOMINAL
VALUE OF GBP 27,684,876.50; AUTHORITY EXPIRES
THE EARLIER AT THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2005 OR 11 AUG 2005 ; AND, AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
ANY SUCH OFFERS OR AGREEMENTS MADE PRIOR TO SUCH
EXPIRY; AND THE DIRECTORS BY THIS RESOLUTION
SHALL ALSO APPLY TO SALE OF TREASURY SHARES,
WHICH IS AN ALLOTMENT OF EQUITY SECURITIES BY
VIRTUE OF SECTION 94(3A) OF THE ACT
S.10 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For *Management Position Unknown
PURCHASES SECTION 163(3) OF THE ACT OF INTERNATIONAL
POWER OF UP TO 110,739,506 REPRESENTING APPROXIMATELY
10% OF THE ISSUED SHARE CAPITAL ORDINARY SHARES,
AT A MINIMUM PRICE OF 50P AND NOT MORE THAN 105%
OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS
FOR AN INTERNATIONAL POWER ORDINARY SHARE AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 OR 11 AUG 2005
; THE COMPANY, MAY MAKE A PURCHASES OF INTERNATIONAL
POWER ORDINARY SHARES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF ANY SUCH CONTRACTS
MADE PRIOR TO SUCH EXPIRY
PRECISION DRILLING CORPORATION PDS SPECIAL MEETING DATE: 05/11/2004
ISSUER: 74022D100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT AS DIRECTORS FOR THE ENSUING YEAR: W.C. Management For For
(MICKEY) DUNN, ROBERT J.S. GIBSON, MURRAY K.
MULLEN, PATRICK M. MURRAY, FRED W. PHEASEY, ROBERT
L. PHILLIPS, HANK B. SWARTOUT, H. GARTH WIGGINS.
02 TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS AS Management For For
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR.
03 TO APPROVE THE 2004 STOCK OPTION PLAN AS DESCRIBED Management For For
IN THE MANAGEMENT INFORMATION CIRCULAR.
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM ANNUAL MEETING DATE: 05/11/2004
ISSUER: 874039100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
05 TO ACCEPT 2003 BUSINESS REPORT AND FINANCIAL STATEMENTS. Management For For
06 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2003 Management For For
PROFITS.
07 TO APPROVE THE CAPITALIZATION OF 2003 DIVIDENDS Management For For
AND EMPLOYEE PROFIT SHARING.
VIAD CORP VVI ANNUAL MEETING DATE: 05/11/2004
ISSUER: 92552R109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JESS HAY Management For For
LINDA JOHNSON RICE Management For For
ALBERT M. TEPLIN Management For For
TIMOTHY R. WALLACE Management For For
02 APPROVE AMENDMENT OF THE 1997 VIAD CORP OMNIBUS Management For For
INCENTIVE PLAN.
03 CONSIDER AND VOTE UPON A PROPOSAL TO AMEND VIAD Management For For
S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT AFTER COMPLETION OF THE
SPIN-OFF OF MONEYGRAM INTERNATIONAL, INC.
04 RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR 2004.
ANTENA 3 DE TELEVISION SA, MADRID OGM MEETING DATE: 05/12/2004
ISSUER: E05009142000 ISIN: ES0109427635
SEDOL: 7700659
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL STATEMENTS BALANCE SHEET, Management For *Management Position Unknown
LOSS AND PROFIT ACCOUNT AND ANNUAL REPORT , PERFORMING
REPORT OF ANTENA 3 DE TELEVISION, SA AND ITS
CONSOLIDATED GROUP AND MANAGEMENT REPORT, ALL
RELATING FY 2003 AND THE ALLOCATION OF RESULTS
2. APPROVE TO TAKE THE NECESSARY ACTIONS TO MAINTAIN Management For *Management Position Unknown
THE STABILITY OF THE HOLDING COMPANY UNIPREX,
SAU
3. RATIFY THE DIRECTORS APPOINTED BY THE BOARD OF Management For *Management Position Unknown
DIRECTORS IN THE LAST SHAREHOLDERS GENERAL MEETING
4. APPROVE TO DETERMINE THE MAXIMUM AGGREGATED AMOUNT Management For *Management Position Unknown
PER YEAR TO BE PAID TO THEDIRECTORS OF THE COMPANY
5. APPROVE THE TRIANNUAL PLAN OF FLOATING EMOLUMENTS Management For *Management Position Unknown
AND FIDELIZATION OF EXECUTIVES OF GRUPO ANTENA
3
6. GRANT AUTHORITY TO ACQUIRE ITS TREASURY STOCK, Management For *Management Position Unknown
DIRECTLY OR THROUGH ITS CONSOLIDATED GROUP, AND
GRANT AUTHORITY, IF PERTINENT, TO APPLY THE OWN
PORTFOLIO TO SATISFY THE EMOLUMENTS RESULTING
FROM THE TRIANNUAL PLAN AND THE FIDELIZATION
OF THE AFOREMENTIONED ITEM
7. APPOINT THE ACCOUNTS AUDITORS OF ANTENA 3 DE Management For *Management Position Unknown
TELEVISION, SA AND ITS CONSOLIDATED GROUP
8. GRANT AUTHORITY TO FORMALIZE, INTERPRET, CORRECT Management For *Management Position Unknown
AND IMPLEMENT THE RESOLUTIONS ADOPTED ON THE
SHAREHOLDER MEETING, CANCELING THE POWERS GRANTED
TO THE BOARD OF DIRECTORS ON THE MEETING, AND
TO RAISE THE AGREEMENTS TO PUBLIC DEED
BOWATER INCORPORATED BOW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 102183100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ARNOLD M. NEMIROW Management For For
ARTHUR R. SAWCHUK Management For For
GORDON D. GIFFIN Management For For
DOUGLAS A. PERTZ Management For For
LAIR LIQUIDE SA MIX MEETING DATE: 05/12/2004
ISSUER: F01764103000 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.1 RECEIVE THE EXECUTIVE BOARD AND THE SUPERVISORY Management For *Management Position Unknown
BOARD REPORTS AND APPROVE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND ACKNOWLEDGE
THE NET PROFITS AT EUR 412,316,945.00
O.2 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.3 APPROVE THE AMOUNT OF DIVIDEND EUR 3.20 PER SHARE Management For *Management Position Unknown
WITH EUR 1.60 TAX CREDIT SUCH DIVIDEND AND TAX
CREDIT WILL BE PAID ON 18 MAY 2004, INCREASED
BY 10% FOR SHARES WHICH REMAINED BEARER SHARES
BETWEEN 31 DEC 2001 AND DIVIDEND PAYMENT DATE;
AND AUTHORIZE THE EXECUTIVE BOARD TO DEDUCT FROM
BALANCE CARRY FORWARD THE NECESSARY AMOUNTS TO
REMUNERATE SHARES RESULTING FROM OPTIONS EXERCISED
BEFORE ABOVE PAYMENT DATE
O.4 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE ORDINARY MEETING
OF 15 MAY 2003 AND SUBJECT TO THE APPROVAL BY
SUPERVISORY BOARD, TO REPURCHASE THE COMPANY
SHARES PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE EUR 200.00; MINIMUM SELLING PRICE:
EUR 130.00; MAXIMUM NUMBER OF SHARES TO BE PURCHASED:
10% OF THE SHARE CAPITAL; AUTHORITY IS VALID
FOR 18 MONTHS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROLF Management For *Management Position Unknown
KREBS AS A MEMBER OF THE SUPERVISORY BOARD TILL
THE END OF THE GENERAL MEETING CALLED TO DELIBERATE
ON THE 2007 ACCOUNTS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. EDOUARD Management For *Management Position Unknown
DE ROYERE AS A MEMBER OF THE SUPERVISORY BOARD
TILL THE END OF THE GENERAL MEETING CALLED TO
DELIBERATE ON THE 2007 ACCOUNTS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management For *Management Position Unknown
& YOUNG AUDIT AS THE STATUTORY AUDITORS TILL
THE END OF THE MEETING CALLED TO DELIBERATE ON
THE 2009 ACCOUNTS
O.8 APPOINT MAZARS ET GUERARD AS THE STATUTORY AUDITORS Management For *Management Position Unknown
TILL THE END OF THE MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.9 APPOINT VALERIE QUINT AS THE DEPUTY AUDITOR TILL Management For *Management Position Unknown
THE END OF THE GENERAL MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.10 APPOINT PATRICK DE CAMBOURG AS THE DEPUTY AUDITOR Management For *Management Position Unknown
TILL THE END OF THE MEETING CALLED TO DELIBERATE
ON THE 2009 ACCOUNTS
O.11 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLES L 225-86 AND
L 225-88 OF THE FRENCH COMMERCIAL CODE
O.12 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE ORDINARY MEETING
OF 4 MAY 2000, TO ISSUE IN ONE OR SEVERAL STAGES
A FIXED RATE LOAN STOCK FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 4,000,000,000.00; AUTHORITY IS
VALID FOR 5 YEARS
O.13 AUTHORIZE THE BOARD EXECUTIVE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN THE EGM OF 15 MAY
2004, TO CANCEL SHARES ACQUIRED AS PER RESOLUTION
4 OF MEETING OF 12 MAY 2004, NOT EXCEEDING 10%
OF THE SHARE CAPITAL OVER 24 MONTHS AND REDUCE
THE SHARE CAPITAL ACCORDINGLY; AUTHORITY IS
VALID FOR 24 MONTHS
O.14 AUTHORIZE THE EXECUTIVE BOARD, SUBJECT TO THE Management For *Management Position Unknown
AGREEMENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY A MAXIMUM AMOUNT OF EUR
2,000,000,000.00 BY INCORPORATING RESERVES AND
ISSUING NEW SHARES WITH OR WITHOUT PREMIUM, TO
BE PAID-UP IN CASH AND SUCH SHARES BE GRANTED
PREFERABLY TO OWNERS OF OLD SHARES; AUTHORITY
IS VALID FOR A PERIOD OF 5 YEARS
* PLEASE NOTE THAT THE MEETING WILL BE HELD ON Non-Voting *Management Position Unknown
THE SECOND CALL ON 12 MAY 2004 INSTEAD OF 27
APR 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.15 AUTHORIZE THE EXECUTIVE BOARD, SUBJECT TO THE Management For *Management Position Unknown
AGREEMENT OF THE SUPERVISORY BOARD, TO ISSUE,
IN ONE OR SEVERAL STAGES, A LOAN STOCK FOR A
TOTAL NOMINAL AMOUNT OF EUR 1,500,000,000.00;
AUTHORITY IS VALID FOR A PERIOD OF 5 YEARS
O.16 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN RESOLUTION 10 OF EGM
ON 30 APR 2002 AND SUBJECT TO THE AGREEMENT OF
THE SUPERVISORY BOARD, TO ISSUE STOCK OPTIONS
GIVING ACCESS TO NEW SHARES TO BE ISSUED OR SHARES
REPURCHASED AS PER RESOLUTION 4, NOT EXCEEDING
3% OF THE SHARE CAPITAL AND SUCH OPTIONS BE RESERVED
TO THE EMPLOYEES OF THE GROUP, NAMELY THE MEMBERS
OF THE EXECUTIVE BOARD; AUTHORITY IS VALID FOR
A PERIOD OF 38 MONTHS ; AND APPROVE THAT THE
OPTIONS BE VALID 10 YEARS
O.17 AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY GIVEN IN RESOLUTION 11 OF EGM
ON 30 APR 2002 AND WITH THE AGREEMENT OF THE
SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL
BY A MAXIMUM NOMINAL AMOUNT OF EUR 150,000,000.00
BY ISSUING A MAXIMUM OF 1,000,000 SHARES TO BE
SUBSCRIBED BY THE EMPLOYEES HAVING AT LEAST 3
MONTHS SENIORITY AND WHO SUBSCRIBED TO AN ENTERPRISE
SAVINGS PLAN AND IF THE SHARES ISSUED ARE NOT
ALL SUBSCRIBED, ANOTHER SHARE CAPITAL INCREASE
MAY BE EFFECTED LATER
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
NEWELL RUBBERMAID INC. NWL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 651229106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SCOTT S. COWEN Management For For
CYNTHIA A. MONTGOMERY Management For For
ALLAN P. NEWELL Management For For
GORDON R. SULLIVAN Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE YEAR 2004.
UNILEVER PLC UL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 904767704 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 TO RECEIVE THE REPORT & ACCOUNTS FOR THE YEAR Management For
ENDED DECEMBER 31, 2003.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
FOR THE YEAR ENDED DECEMBER 31, 2003.
03 TO DECLARE A DIVIDEND OF 11.92 PENCE ON THE ORDINARY Management For
SHARES.
04 DIRECTOR Management For
NWA FITZGERALD, KBE* Management For
A BURGMANS* Management For
AC BUTLER* Management For
PJ CESCAU* Management For
KB DADISETH* Management For
AR BARON VAN HEEMSTRA* Management For
RHP MARKHAM* Management For
CJ VAN DER GRAAF Management For
LORD BRITTAN Management For
BARONESS CHALKER Management For
B COLLOMB Management For
W DIK Management For
O FANJUL Management For
CX GONZALEZ Management For
H KOPPER Management For
LORD SIMON Management For
J VAN DER VEER Management For
21 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY.
22 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For
REMUNERATION.
23 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES. Management For
24 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For
PRE-EMPTION RIGHTS.
25 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For
ITS OWN SHARES.
26 TO CHANGE THE ARTICLES TO REFLECT CORPORATE GOVERNANCE Management For
CHANGES--APPENDIX 1 TO NOTICE OF MEETING.
27 TO CHANGE THE ARTICLES FOR TREASURY SHARES AND Management For
OTHER MINOR CHANGES--APPENDIX 2 TO NOTICE OF MEETING.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01 For
02 For
03 For
04
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
21 For
22 For
23 For
24 For
25 For
26 For
27 For
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/13/2004
ISSUER: 017361106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ELEANOR BAUM Management For
CYRUS F. FREIDHEIM, JR. Management For
TED J. KLEISNER Management For
02 APPROVAL OF ELIMINATION OF CUMULATIVE VOTING Management For
IN THE ELECTION OF DIRECTORS.
03 APPROVAL OF DIRECTOR EQUITY COMPENSATION PLAN. Management For
04 APPROVAL OF ANNUAL INCENTIVE PLAN. Management For
05 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
06 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Management For
VOTE.
07 STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER INPUT Management For
ON POISON PILLS.
08 STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY. Management For
09 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD Shareholder For
CHAIRMAN.
10 STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK Shareholder For
OPTIONS.
11 STOCKHOLDER PROPOSAL REGARDING RETENTION OF Shareholder For
STOCK OBTAINED THROUGH OPTIONS.
12 STOCKHOLDER PROPOSAL REGARDING AUDITOR FEES. Shareholder Against
13 STOCKHOLDER PROPOSAL REGARDING PRE-EMPTIVE RIGHTS. Shareholder Against
14 STOCKHOLDER PROPOSAL REGARDING REINCORPORATION Shareholder Against
IN DELAWARE.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 Against
10 Against
11 Against
12 For
13 For
14 For
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN AGM MEETING DATE: 05/13/2004
ISSUER: D12096109000 ISIN: DE0005190003 BLOCKING
SEDOL: 2549783, 5756029, 5757260, 5757271, 7080179, 7158407
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL AND CONSOLIDATED Management For *Management Position Unknown
EARNINGS, AS WELL AS THE REPORT OF THE SUPERVISORY
BOARD FOR THE BUSINESS YEAR 2003
2. APPROVE THE APPROPRIATION OF PROFITS AND A POSSIBLE Management For *Management Position Unknown
DIVIDEND PAYMENT OF EUR 0.58 PER ORDINARY SHARE
AND EUR 0.60 PER PREFERENCE SHARE
3. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management For *Management Position Unknown
THE MANAGING BOARD FOR 2003
4. APPROVE TO RATIFY THE ACTS OF THE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD FOR 2003
5. ELECT KPMG AG, MUENCHEN AS THE AUDITORS Management For *Management Position Unknown
6. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
CIE GENERALE DE GEOPHYSIQUE SA, MASSY MIX MEETING DATE: 05/13/2004
ISSUER: F43071103000 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.3 APPROVE TO TRANSFER THE AMOUNT OF EUR 119,333,133.48 Management For
TO THE SHARE PREMIUM ACCOUNT IN ORDER TO WIPE
OFF THE RETAINED LOSSES AS SHOWN BY THE ABOVE
RESOLUTION
O.4 ACKNOWLEDGE THE CONSOLIDATED ACCOUNTS WERE PRESENTED, Management For
AND THAT THE BOARD OF DIRECTORS REPORT FOR THE
GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
O.2 APPROVE TO CHARGE THE RECORDED LOSSES OF EUR Management For
119,333,133.48 TO THE RETAINED LOSSES ACCOUNT;
FOLLOWING THIS APPROPRIATION, THE RETAINED LOSSES
ACCOUNT WILL SHOW A NEW DEBIT BALANCE OF EUR
119,333,133.48 IN ACCORDANCE WITH THE REGULATIONS
IN FORCE, THE GENERAL MEETING IS REMINDED THAT
NO DIVIDEND HAS BEEN PAID FOR THE PAST 3 FISCAL
YEARS
O.1 APPROVE THE BOARD OF DIRECTORS REPORT, AND THE Management For
GENERAL AUDITORS REPORT, THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003
O.5 GRANT PERMANENT DISCHARGE TO THE DIRECTORS AND Management For
TO MR. CLAUDE MANDIL FOR THE COMPLETION OF THEIR
ASSIGNMENT FOR THE CURRENT YEAR
O.6 APPOINT MR. PATRICK DE LA CHEVARDIERE WHO REPLACES Management For
MR. ROBERT CASTAIGNE, AS A DIRECTOR FOR A PERIOD
OF 6 YEARS
O.7 RATIFY THE COOPTATION OF MR. OLIVIER APPERT WHO Management For
REPLACES MR. CLAUDE MANDIL AS A DIRECTOR UP TO
THE GENERAL MEETING RULING ON THE ANNUAL ACCOUNTS
FOR THE FY 2007
O.8 APPROVE TO SET AN AMOUNT OF EUR 250,000.00 TO Management For
BE ALLOCATED TO THE COMPANY S DIRECTORS AS ATTENDANCE
FEES
O.9 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management For
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 80.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE COMPANY S CAPITAL, THE BOARD OF DIRECTORS
BE AUTHORIZED TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; IT CANCELS
AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION
GIVEN IN RESOLUTION 11 AT THE CGM OF 05 MAY 2003
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For
IN FRANCE OR ABROAD, WITH THE ISSUE OF BONDS
OR DEBT SECURITIES FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 200,000,000.00; THE BOARD OF DIRECTORS
BE AUTHORIZED TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 5 YEARS ; IT CANCELS AND
REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION
GIVEN IN RESOLUTION 12 AT THE CGM OF 15 MAY 2003
O.11 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For
WITH THE PROVISIONS OF ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL LAW
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For
WITH THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN FRANCE
OR ABROAD, WITH THE ISSUE OF SHARES, SECURITIES
AND BONDS FOR A MAXIMUM NOMINAL AMOUNT OF EUR
200,000,000.00, THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES NOT EXCEEDING EUR 23,000,000.00; THE
BOARD OF DIRECTORS BE AUTHORIZED TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE BOARD OF DIRECTORS BE AUTHORIZED
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; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
ALL PREVIOUS DELEGATIONS RELATIVE TO THE ISSUE
OF SHARES, SECURITIES AND EQUITY WARRANTS WITH
THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND, FOR THE
PERIOD UNUSED, THE DELEGATION GIVEN IN RESOLUTION
14 AT THE CGM OF 15 MAY 2003
E.14 RECEIVE THE BOARD OF DIRECTORS REPORT, AND THAT Management Against
THE VARIOUS DELEGATIONS GIVEN TO IT BY THE RESOLUTIONS
12 AND 13 AT THE PRESENT MEETING SHALL BE USED
IN WHOLE OR IN PART WITHIN THE REGULATIONS IN
FORCE IN A PERIOD OF TAKE-OVER BID OR EXCHANGE
BID ON THE COMPANY S SHARES UP TO THE OGM CALLED
TO RULE ON ANNUAL ACCOUNTS FOR THE FY 2004, STARTING
FROM THE DATE OF THE PRESENT MEETING
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For
WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN
FRANCE OR ABROAD, WITH THE ISSUE OF SHARES, SECURITIES
AND BONDS FOR A MAXIMUM NOMINAL AMOUNT OF EUR
200,000,000.00, THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES NOT EXCEEDING EUR 23,000,000.00; THE
BOARD OF DIRECTORS BE AUTHORIZED TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THE BOARD OF DIRECTORS BE AUTHORIZED
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; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
ALL PREVIOUS DELEGATIONS RELATIVE TO THE ISSUE
OF SHARES, SECURITIES AND EQUITY WARRANTS WITHOUT
THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND, FOR THE
PERIOD UNUSED, THE DELEGATION GIVEN IN RESOLUTION
15 AT THE CGM OF 15 MAY 2003
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management For
ONE OR SEVERAL STAGES, TO MEMBERS OF AN ENTERPRISE
SAVINGS PLAN, STOCK OPTIONS GRANTING THE RIGHT
TO SUBSCRIBE TO SHARES TO BE ISSUED IN ORDER
TO INCREASE ITS CAPITAL, THE CAPITAL INCREASE
NOT EXCEEDING EUR 1,000,000.00; THE BOARD OF
DIRECTORS BE AUTHORIZED TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,
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, TO SET THE PRICE
OF SHARES; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION GIVEN IN RESOLUTION 17
AT THE CGM OF 15 MAY 2003
E.16 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For
GRANT STOCK OPTIONS OR OPTIONS TO SUBSCRIBE FOR
SHARES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHT
E.18 APPROVE THE MODIFICATION OF THE BY-LAWS IN ACCORDANCE Management For
WITH THE FINANCIAL SECURITY LAW DATED 01 AUG
2003 ARTICLE 7,8 AND 9
E.20 APPROVE THE POWERS FOR FORMALITIES Management For
E.17 APPROVE THE MODIFICATION OF THE BY-LAWS IN ACCORDANCE Management For
WITH THE FINANCIAL SECURITY LAW DATED 01 AUG
2003 ARTICLE 7,8 AND 9
E.19 APPROVE THE MODIFICATION OF THE BY-LAWS IN ACCORDANCE Management For
WITH THE FINANCIAL SECURITY LAW DATED 01 AUG
2003 ARTICLE 7,8 AND 9
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.2 *Management Position Unknown
O.1 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
E.12 *Management Position Unknown
E.14 *Management Position Unknown
E.13 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.18 *Management Position Unknown
E.20 *Management Position Unknown
E.17 *Management Position Unknown
E.19 *Management Position Unknown
* *Management Position Unknown
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/13/2004
ISSUER: 216640102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAMAR NORSWORTHY Management For For
MICHAEL E. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
AUDITORS FOR 2004
03 VOTE ON A STOCKHOLDER PROPOSAL Shareholder For Against
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/13/2004
ISSUER: 346091705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CORTLANDT S. DIETLER Management For For
DOD A. FRASER Management For For
PATRICK R. MCDONALD Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.
K2 INC. KTO ANNUAL MEETING DATE: 05/13/2004
ISSUER: 482732104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILFORD D. GODBOLD, JR. Management For For
LOU L. HOLTZ Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 PROPOSAL TO APPROVE THE K2 INC. 2004 LONG-TERM Management For For
INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY Management For For
S CERTIFICATE OF INCORPORATION TO INCREASE THE
COMPANY S AUTHORIZED COMMON STOCK.
LVMH MOET HENNESSY LOUIS VUITTON, PARIS AGM MEETING DATE: 05/13/2004
ISSUER: F58485115000 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS A MIX (ORDINARY AND Non-Voting *Management Position Unknown
EXTRAORDINARY GENERAL) MEETING. THANK YOU
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. KILIAN Management For *Management Position Unknown
HENNESSY AS CONTROL AGENT FOR A PERIOD OF 3 YEARS
14. APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management For *Management Position Unknown
AND YOUNG AUDIT AS STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
16. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DOMINIQUE Management For *Management Position Unknown
THOUVENIN AS DEPUTY AUDITOR FOR A PERIOD OF 6
YEARS
18. APPROVE TO SET AN AMOUNT OF EUR 1,147,500.00 Management For *Management Position Unknown
TO BE ALLOCATED TO THE MEMBERS OF THE BOARD OF
DIRECTORS AS ATTENDANCE FEES
19. GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 10% OVER A
24 MONTH PERIOD; AUTHORITY IS GIVEN FOR 24 MONTHS
2. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For *Management Position Unknown
THE FY 2003; GRANT PERMANENT DISCHARGE TO THE
MEMBERS OF THE BOARD OF DIRECTORS FOR THE COMPLETION
OF THEIR ASSIGNMENT FOR THE CURRENT YEAR
4. APPROVE THE APPROPRIATION OF THE PROFITS: PROFITS Management For *Management Position Unknown
FOR THE FY: EUR 768,370,044.10; LEGAL RESERVE:
NIL; PRIOR RETAINED EARNINGS: EUR 557,531,725.93;
DISTRIBUTABLE PROFITS: EUR 1,325,901,770.03;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 0.85 WITH A CORRESPONDING TAX CREDIT OF
EUR 0.425
5. RATIFY THE COOPTATION OF MS. DELPHINE ARNAULT Management For *Management Position Unknown
WHO REPLACES MR. JEAN PEYRELEV ADE, AS DIRECTOR
UP TO THE GENERAL MEETING RULING ON ANNUAL ACCOUNTS
DURING 2004; RENEW THE TERM OF OFFICE OF MS.
DELPHINE ARNAULT AS A DIRECTOR FOR A PERIOD OF
3 YEARS
6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management For *Management Position Unknown
ARNAULT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. NICHOLAS Management For *Management Position Unknown
CLIVE WORMS AS A DIRECTORFOR A PERIOD OF 3 YEARS
10. APPOINT MR. PATRICK HOUEL AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
1. ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For *Management Position Unknown
PRESENTED AND THAT THE BOARD OF DIRECTORS REPORT
FOR THE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS
REPORT
3. APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE 225-38 OF THE
FRENCH COMMERCIAL LAW
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
ARNAULT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
9. APPROVE TO RENEW THE TERM OF OFFICE OF MR. FELIX Management For *Management Position Unknown
G. ROHATYN AS A DIRECTOR FORA PERIOD OF 3 YEARS
11. APPOINT MR. HUBERT VEDRINE AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
13. APPOINT DELOITTE TOUCHE TOHMATSU AUDIT AS THE Management For *Management Position Unknown
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DENIS Management For *Management Position Unknown
GRISON AS DEPUTY AUDITOR FORA PERIOD OF 6 YEARS
17. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ANY EXISTING AUTHORITY, TO BUY COMPANY SHARES
ON THE STOCK EXCHANGE, NOTABLY IN VIEW OF ADJUSTING
THEIR PRICE PER THE FOLLOWING CONDITIONS: MAXIMUM
PURCHASE PRICE: EUR 100.00; MINIMUM SELLING PRICE:
EUR 30.00 MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS
20. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
ARTICLE 12 BOARD OF DIRECTORS ; ARTICLE 16
POWERS TO THE CHAIRMAN OF THE BOARD OF DIRECTORS
; ARTICLE 19 CONVENTIONS SUBJECTED TO AN AUTHORIZATION
; AND ARTICLE 26 IDENTIFICATION OF SHAREHOLDERS
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/13/2004
ISSUER: G90078109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT L. LONG Management For For
MARTIN B. MCNAMARA Management For For
ROBERT M. SPRAGUE Management For For
J. MICHAEL TALBERT Management For For
02 APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE Management For For
PLAN AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS INDEPENDENT AUDITORS.
IMC GLOBAL INC. IGL ANNUAL MEETING DATE: 05/14/2004
ISSUER: 449669100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD F. MAZANKOWSKI Management For For
DOUGLAS A. PERTZ Management For For
RICHARD L. THOMAS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT AUDITORS.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/14/2004
ISSUER: 676220106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEE A. AULT III Management For For
NEIL R. AUSTRIAN Management For For
DAVID W. BERNAUER Management For For
ABELARDO E. BRU Management For For
DAVID I. FUENTE Management For For
BRENDA J. GAINES Management For For
MYRA M. HART Management For For
W. SCOTT HEDRICK Management For For
JAMES L. HESKETT Management For For
PATRICIA H. MCKAY Management For For
MICHAEL J. MYERS Management For For
BRUCE NELSON Management For For
02 AMENDMENT OF COMPANY S LONG-TERM EQUITY INCENTIVE Management For For
PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY 15,000,000 SHARES.
03 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
TOTAL SA MIX MEETING DATE: 05/14/2004
ISSUER: F92124100000 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.1 APPROVE THE READING OF THE BOARD OF DIRECTORS Management For
REPORT AND THE GENERAL AUDITORS REPORT AND
APPROVE THE ACCOUNTS AND THE BALANCE SHEET OF
THE COMPANY TOTAL S.A. FOR THE FY 2003
O.2 RECEIVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management For
BOARD OF DIRECTORS REPORT FORTHE GROUP IS INCLUDED
IN THE BOARD OF DIRECTORS REPORT
O.3 APPROVE THE REPORTS BY THE BOARD OF DIRECTORS Management For
AND BY THE AUDITORS HAVING BEENMADE AVAILABLE
TO THE SHAREHOLDERS, THE CONSOLIDATED BALANCE
SHEET AND THE CONSOLIDATED FINANCIAL STATEMENTS
OF TOTAL S.A. FOR THE FYE 31 DEC 2003
O.4 APPROVE THE PROFITS FOR THE FY AS FOLLOWS: EUR Management For
3,272,172,931.00; PRIOR RETAINED EARNINGS: EUR
1,056,490,628.00; DISTRIBUTABLE PROFITS: EUR
4,328,663,559.00 AND APPROVE THE APPROPRIATION
OF THE PROFITS AS FOLLOWS: TOTAL NUMBER OF SHARES:
655,130,985; GLOBAL DIVIDEND: EUR 3,079,115,630.00;
BALANCE CARRIED FORWARD: EUR 1,249,547,929.00
AND SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 4.70 WITH A CORRESPONDING TAX CREDIT
O.5 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management For
AUTHORITY OF THE RESOLUTION 6 OFTHE COMBINED
GENERAL MEETING OF 06 MAY 2003, TO TRADE THE
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00;
MINIMUM SELLING PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN FRANCE OR Management For
ABROAD, IN SUBSTITUTION FOR THE AUTHORITY OF
THE RESOLUTION 21 OF THE COMBINED GENERAL MEETING
OF 22 MAR 2000, WITH THE ISSUE OF BOND ISSUES,
SUBORDINATED OR NOT, DEBT SECURITIES, SUBORDINATED
OR NOT PERMANENTLY, UP TO A NOMINAL AMOUNT OF
EUR 10,000,000,000.00; AUTHORITY EXPIRES AT
THE END OF 5 YEARS
0.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Management For
DESMAREST AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIERRY Non-Voting
DERUDDER AS A DIRECTOR FORA PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
TCHURUK AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 APPOINT MR. DANIEL BOEUF AS A DIRECTOR, IN ACCORDANCE Management For
WITH THE PROVISION OF THE ARTICLE 11, WHO REPRESENTS
THE SHAREHOLDING WAGE EARNERS FOR A PERIOD OF
3 YEARS
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. PHILIPPE MARCHANDISE AS
A DIRECTOR, IN ACCORDANCE WITH THE PROVISION
OF THE ARTICLE 11, WHO REPRESENTS THE SHAREHOLDING
WAGE EARNERS FOR A PERIOD OF 3 YEARS
O.14 APPOINT FIRM ERNST AND YOUNG AUDIT IN PLACE OF Management For
THE FIRM BARBIER, FRINAULT ANDAUTRES, AS THE
STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. CYRIL MOUCHE AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder Abstain
PROPOSAL: APPOINT MR. ALAN CRAMER AS A DIRECTOR,
IN ACCORDANCE WITH THE PROVISION OF THE ARTICLE
11, WHO REPRESENTS THE SHAREHOLDING WAGE EARNERS
FOR A PERIOD OF 3 YEARS
O.15 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management For
KPMG AUDIT AS THE STATUTORY AUDITOR FOR A PERIOD
OF 6 YEARS
O.16 APPOINT MR. PIERRE JOUANNE, WHO REPLACES MR. Management For
ALAIN GROSMANN, AS THE DEPUTY AUDITOR FOR A PERIOD
OF 6 YEARS
O.17 APPOINT MR. JEAN-LUC DECORNOY AS THE DEPUTY AUDITOR, Management For
WHO REPLACES THE FIRM SALUSTRO REYDEL, FOR A
PERIOD OF 6 YEARS
O.18 APPROVE THE ALLOCATION OF EUR 900,000.00 TO THE Management For
DIRECTORS AS THE ATTENDANCE FEES
E.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 9 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO GRANT
TO THE BENEFIT OF THE MEMBERS TO BE CHOSEN BY
IT, STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE
THE COMPANY S NEW AND EXISTING SHARES WITHIN
A LIMIT OF 3% OF THE SHARE CAPITAL, AND TO SET
THE PRICE OF THE SAID SHARES IN ACCORDANCE WITH
THE PROVISIONS OF ARTICLES L.225-177 TO L.225-186
OF THE COMMERCIAL LAW; AUTHORITY EXPIRES AT
THE END OF 38 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 APPROVE THE CAPITAL INCREASE, RESERVED FOR THE Management For
EMPLOYEES
E.20 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For
FOR THE AUTHORITY OF THE RESOLUTION 11 OF THE
COMBINED GENERAL MEETING OF 22 MAR 2000, TO PROCEED
WITH THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SHARES, EQUITY WARRANTS AND
THE SECURITIES UP TO A NOMINAL AMOUNT OF EUR
4,000,000,000.00; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITHOUT Management For
THE PREFERENTIAL RIGHT, IN FRANCE OR ABOARD,
WITH THE ISSUE OF SECURITIES UP TO A NOMINAL
AMOUNT OF EUR 2,000,000,000.00
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
# 129612 DUE TO CHANGE IN THE MEETING DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.6 *Management Position Unknown
0.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.14 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
O.15 *Management Position Unknown
O.16 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
E.19 *Management Position Unknown
E.22 *Management Position Unknown
E.20 *Management Position Unknown
E.21 *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
WASTE MANAGEMENT, INC. WMI ANNUAL MEETING DATE: 05/14/2004
ISSUER: 94106L109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PASTORA CAFFERTY Management For For
FRANK M. CLARK, JR. Management For For
ROBERT S. MILLER Management For For
A. MAURICE MYERS Management For For
JOHN C. POPE Management For For
W. ROBERT REUM Management For For
STEVEN G. ROTHMEIER Management For For
DAVID P. STEINER Management For For
CARL W. VOGT Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT AUDITORS FOR 2004.
03 TO VOTE ON A PROPOSAL TO APPROVE OUR 2004 STOCK Management For For
INCENTIVE PLAN.
04 TO VOTE ON A PROPOSAL TO APPROVE OUR 2005 ANNUAL Management For For
INCENTIVE PLAN.
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/17/2004
ISSUER: N14952225000 ISIN: NL0000341485 BLOCKING
SEDOL: 4113766
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE ANNUAL REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
FOR THE YEAR 2003
3.A APPROVE THE ANNUAL ACCOUNTS 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY REPORT Management For *Management Position Unknown
3.C GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management For *Management Position Unknown
3.D GRANT DISCHARGE TO THE SUPERVISORY BOARD Management For *Management Position Unknown
3.E APPROVE THE DIVIDEND POLICY Management For *Management Position Unknown
3.F APPROVE THE APPROPRIATION PROFIT Management For *Management Position Unknown
4. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
5. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
6. GRANT AUTHORITY TO ACQUIRE SHARES IN ITS OWN Management For *Management Position Unknown
CAPITAL
7. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
8. ANY OTHER BUSINESS Other For *Management Position Unknown
9. CLOSING Non-Voting *Management Position Unknown
DEUTSCHE TELEKOM AG, BONN AGM MEETING DATE: 05/18/2004
ISSUER: D2035M136000 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2003 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Management For *Management Position Unknown
THE DISRTIBUTABLE PROFIT OF EUR 2,035,084,823.20
AS FOLLOWS: EUR 2,035,084,823.20 SHALL BE ALLOCATED
TO OTHER REVENUE RESERVES
3. RATIFY THE ACTS OF THE BOARD OF THE MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFY THE ACTS OF THE BOARD OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management For *Management Position Unknown
AND ERNST & YOUNG AG, STUTTGART, AS THE AUDITORS
FOR THE FY 2004
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
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
14. AMEND THE SEC 14 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO THE REVOCATION OF THE COMPANY S 2001 Management For *Management Position Unknown
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 AUTHORIZED Management For *Management Position Unknown
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 WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY T-FUNKT VERTRIEBEGESELLSCHAFT
MBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
10. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY TRAVAITA TELEKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S SUBSIDIARY NORMA TELEKOMMUNIKATIONSDIENSTE
GMBH EFFECTIVE FROM 01 JAN 2004 UNTIL AT LEAST
31 DEC 2008
12. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
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 THE ASSOCIATION Management For *Management Position Unknown
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 REFERENCE
YEAR
* PLEASE BE ADVISED THAT DEUTSCHE TELEKOM AG Non-Voting *Management Position Unknown
SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU
LINDE AG AGM MEETING DATE: 05/18/2004
ISSUER: D50348107000 ISIN: DE0006483001 BLOCKING
SEDOL: 5740732, 5740817, 7159187
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE COMPANY S ANNUAL AND CONSOLIDATED Management For *Management Position Unknown
EARNINGS AND THE REPORT OF THE SUPERVISORY BOARD
FOR 2003
2. APPROVE THE USAGE OF THE YEAR S NET PROFIT WITH Management For *Management Position Unknown
A POSSIBLE DIVIDEND PAYMENT OF EUR 1.13 PER ORDINARY
SHARE
3. RATIFY THE ACTS OF THE MANAGING BOARD Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. ELECT KPMG AG, IN BERLIN AND FRANKFURT, AS THE Management For *Management Position Unknown
AUDITORS
6. GRANT AUTHORITY TO PURCHASE OWN SHARES Management For *Management Position Unknown
7. AMEND THE ARTICLES TO ADJUST TO THE LAW MODIFICATION Management For *Management Position Unknown
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/18/2004
ISSUER: 74153Q102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
ROBERT L. BARBANELL Management For
PAUL A. BRAGG Management For
DAVID A.B. BROWN Management For
J.C. BURTON Management For
JORGE E. ESTRADA Management For
WILLIAM E. MACAULAY Management For
RALPH D. MCBRIDE Management Withheld
DAVID B. ROBSON Management For
02 APPROVAL OF THE COMPANY S 2004 DIRECTORS STOCK Management For
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
Against
For
02 For
03 For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/18/2004
ISSUER: 883556102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARIJN E. DEKKERS Management For For
ROBERT A. MCCABE Management For For
ROBERT W. O'LEARY Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE AND Shareholder Against For
TIME-BASED RESTRICTED STOCK.
AVENTIS MIX MEETING DATE: 05/19/2004
ISSUER: F0590R100000 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
4. APPROVE THE REGULATED AGREEMENTS MENTIONED IN Management For
THE SPECIAL AUDITORS REPORT
5. AUTHORIZE THE EXECUTIVE BOARD, IN SUBSTITUTION Management For
FOR THE AUTHORITY ON 17 APR 2003, TO TRADE COMPANY
SHARES ON THE STOCK EXCHANGE, IN VIEW OF ADJUSTING
THEIR PRICE AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE : EUR 100.00; MINIMUM
SELLING PRICE : EUR 50.00; MAXIMUM NUMBER OF
SHARES TO BE ACQUIRED 80,229,280 SHARES FOR EUR
8,022,928,000.00; AUTHORITY EXPIRES AT THE END
OF 18 MONTHS
6. APPOINT MR. YVES NICOLAS AS DEPUTY AUDITOR IN Management For
REPLACEMENT OF PRICEWATERHOUSECOOPERS AUDIT,
FOR THE UN EFFECTED PART OF ITS TERM
7. APPROVE TO FIX THRESHOLD TRESPASSING NOTIFICATION Management For
AT 5 BANKING DAYS AFTER THRESHOLD TRESPASSING
DATE AND TO AMEND ARTICLE 7 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
8. APPOINT THE MEMBERS OF THE EXECUTIVE BOARD FOR Management For
3 YEARS AND AMEND ARTICLE 11 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
9. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management For
FOR 3 YEARS AND AMEND ARTICLE 13 OF ARTICLES
OF ASSOCIATION ACCORDINGLY
10. APPROVE TO NO SHAREHOLDER CAN HAVE MORE THAN Management Against
15% VOTING RIGHTS DIRECTLY OR INDIRECTLY AND
AMEND ARTICLE 16.5 OF ARTICLES OF ASSOCIATION
ACCORDINGLY
11. AUTHORIZE THE EXECUTIVE BOARD TO ISSUE 857,192,062 Management For
STAND ALONE WARRANTS TO THE SHAREHOLDERS FREE
OF CHARGE IN THE PROPORTION OF 1 WARRANT PER
SHARE HELD BY THE SHAREHOLDER; THE NUMBER OF
SHARES OWNED PER SHAREHOLDER WILL BE DETERMINED
BY THE NUMBER SHARES TIED UP ON THE SECOND BANKING
DAY BEFORE THE CLOSING OF THE SANOFI SYNTHELABO
OFFER DATED 26 JAN 2004 OR ANY FURTHER PUBLIC
OFFERING EFFECTED BY SANOFI SYNTHELABO NOT AGREED
BY AVENTI S SUPERVISORY BOARD AND THE WARRANTS
WILL BE DISTRIBUTED ON THE LAST BANKING DAY BEFORE
THE CLOSING DATE OF THE OFFER; EACH STAND ALONE
WARRANT WILL GIVE RIGHT TO SUBSCRIBE TO 1 SHARE
OF EUR 3.82 NOMINAL VALUE, TO BE PAID UP IN CASH
OR BY COMPENSATION OF A LIQUID RECOVERABLE AND
MATURE DEBT; EXERCISE OF SAID WARRANTS IS LINKED
TO THE AGREEMENT BY THE FRENCH MARKET AUTHORITY
OF ABOVE OFFER(S) AND TO THE POSSIBLE SALE OF
PLAVIX OR ITS POSSIBLE LICENSING BEFORE 31 DEC
2007; ANTICIPATED EXERCISE ACCEPTED IN CASE OF
PUBLIC OFFERING NOT ACCEPTED BY FRENCH MARKET;
AUTHORITY AMF , INCREASE OF SHARE NOMINAL VALUE,
MERGER INTO A COMPANY WITH A SUPERIOR SHARE NOMINAL
VALUE, DEMERGER OF THE COMPANY
13. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARTIN Management For
FRUHAUF AS A MEMBER OF THE SUPERVISORY BOARD
FOR 3 YEARS
15. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HUBERT Management For
MARKL AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
17. APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management For
PINEAU-VALANCIENNE AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-MARC Management For
BRUEL AS A MEMBER OF THESUPERVISORY BOARD FOR
3 YEARS
14. APPROVE TO RENEW THE TERM OF OFFICE OF MR. SERGE Management For
KAMPF AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
16. APPROVE TO RENEW THE TERM OF OFFICE OF MR. GUNTER Management For
METZ AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
18. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MME Management For
SEHAM RAZZOUQI AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
19. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For
RENAULT AS A MEMBER OF THE SUPERVISORY BOARD
FOR 3 YEARS
20. APPROVE TO RENEW THE TERM OF OFFICE OF MR. HANS Management For
JURGEN SCHINZLER AS A MEMBER OF THE SUPERVISORY
BOARD FOR 3 YEARS
21. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARC Management For
VIENOT AS A MEMBER OF THE SUPERVISORY BOARD FOR
3 YEARS
22. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
1. APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For
THE FY 2003; NET PROFITS FOR THE FY EUR 847,051,268.13
2. APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY Management For
2003; NET CONSOLIDATED PROFITS EUR 1,901,270,000.00
3. APPROVE THE APPROPRIATION PROFITS AS FOLLOWS: Management For
PROFITS FOR THE FY EUR 847,051,268.13; LEGAL
RESERVE EUR 28,215,607.03; REGULATED RESERVES
EUR 10,000.00; BALANCE AMOUNT EUR 818,825,661.10
PLUS PRIOR RETAINED EARNINGS EUR 1,449,676,409.16
TOTAL TO APPROPRIATE EUR 2,268,502,070.26; GLOBAL
DIVIDEND EUR 657,880,101.74; BALANCE CARRY FORWARD
EUR 1,610,621,968.52; NET DIVIDEND PER SHARE
EUR 0.82 WITH EUR 0.41 TAX CREDIT, TO BE PAID
ON 25 JUN 2004
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
11. *Management Position Unknown
13. *Management Position Unknown
15. *Management Position Unknown
17. *Management Position Unknown
12. *Management Position Unknown
14. *Management Position Unknown
16. *Management Position Unknown
18. *Management Position Unknown
19. *Management Position Unknown
20. *Management Position Unknown
21. *Management Position Unknown
22. *Management Position Unknown
* *Management Position Unknown
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/19/2004
ISSUER: 319963104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HENRY C. DUQUES Management For For
CHARLES T. FOTE Management For For
RICHARD P. KIPHART Management For For
JOAN E. SPERO Management For For
02 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2004.
NATIONAL-OILWELL, INC. NOI ANNUAL MEETING DATE: 05/19/2004
ISSUER: 637071101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROGER L. JARVIS Management For For
MERRILL A. MILLER, JR. Management For For
FREDERICK W. PHEASEY Management For For
WABTEC WAB ANNUAL MEETING DATE: 05/19/2004
ISSUER: 929740108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. BROOKS Management For For
WILLIAM E. KASSLING Management For For
JAMES P. MISCOLL Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE COMPANY FOR THE 2004 FISCAL YEAR.
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/20/2004
ISSUER: 232572107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
CHARLES J. ABBE Management Withheld Against
ROBERT P. AKINS Management Withheld Against
EDWARD H. BRAUN Management Withheld Against
MICHAEL R. GAULKE Management Withheld Against
WILLIAM G. OLDHAM Management Withheld Against
PETER J. SIMONE Management Withheld Against
YOUNG K. SOHN Management Withheld Against
JON D. TOMPKINS Management Withheld Against
02 TO APPROVE AN AMENDMENT TO CYMER S 1996 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 200,000 SHARES.
03 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management Abstain Against
AUDITORS OF CYMER FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004.
EFUNDS CORPORATION EFD ANNUAL MEETING DATE: 05/20/2004
ISSUER: 28224R101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD J. ALMEIDA Management For For
SHEILA A. PENROSE Management For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS OF THE COMPANY.
HAMPSHIRE GROUP, LIMITED HAMP ANNUAL MEETING DATE:
05/20/2004
ISSUER: 408859106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LUDWIG KUTTNER Management For For
JOEL GOLDBERG Management For For
MICHAEL C. JACKSON Management For For
HARVEY L. SPERRY Management For For
IRWIN W. WINTER Management For For
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/20/2004
ISSUER: 458665106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DIANNE DILLON-RIDGLEY Management For For
JUNE M. HENTON Management For For
CHRISTOPHER G. KENNEDY Management For For
JAMES B. MILLER, JR. Management For For
THOMAS R. OLIVER Management For For
02 PROPOSAL TO APPROVE THE INTERFACE, INC. EXECUTIVE Management For For
BONUS PLAN.
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/20/2004
ISSUER: 72919P103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
GEORGE C. MCNAMEE Management For For
DOUGLAS T. HICKEY Management For For
J. DOUGLAS GRANT Management Withheld Against
THE TIMBERLAND COMPANY TBL ANNUAL MEETING DATE: 05/20/2004
ISSUER: 887100105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
SIDNEY W. SWARTZ Management For For
JEFFREY B. SWARTZ Management For For
JOHN E. BEARD Management Withheld Against
JOHN F. BRENNAN Management For For
IAN W. DIERY Management For For
IRENE M. ESTEVES Management For For
JOHN A. FITZSIMMONS Management For For
VIRGINIA H. KENT Management For For
BILL SHORE Management For For
VARCO INTERNATIONAL, INC. VRC ANNUAL MEETING DATE: 05/20/2004
ISSUER: 922122106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GREG L. ARMSTRONG Management For For
GEORGE S. DOTSON Management For For
RICHARD A. KERTSON Management For For
JOHN F. LAULETTA Management For For
ERIC L. MATTSON Management For For
L.E. SIMMONS Management For For
JEFFERY A. SMISEK Management For For
DOUGLAS E. SWANSON Management For For
JAMES D. WOODS Management For For
02 TO APPROVE AN AMENDMENT TO THE EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK THAT MAY BE ISSUED BY 900,000
SHARES.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS VARCO S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/21/2004
ISSUER: G17444152000 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE 52 WEEKS ENDED 28 DEC 2003 AND THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. DECLARE THE RECOMMENDED FINAL DIVIDEND 2003 Management For *Management Position Unknown
3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
4. RE-APPOINT MR. JOHN SUNDERLAND AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MR. KEN HANNA AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. RICK BRADDOCK AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT MR. ROGER CARR AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MR. DAVID THOMPSON AS A DIRECTOR Management For *Management Position Unknown
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
11. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 85.27 MILLION;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
SECTION 94(2) OF THE COMPANIES ACT 1985 FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
11AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN
ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION
94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS;
B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 12.92
MILLION; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; 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.13 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For *Management Position Unknown
WITH SECTION 166 OF THE COMPANIES ACT 1985, TO
MAKE MARKET PURCHASES SECTION 163(3) WHICH
HAS A TOTAL NOMINAL VALUE OF GBP 25.84 ORDINARY
SHARES OF, AT A MINIMUM PRICE, EXCLUSIVE OF EXPENSES,
EQUAL TO THE NOMINAL VALUE OF EACH ORDINARY SHARE
AND THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE 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 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
14. AMEND THE RULES OF THE CADBURY SCHWEPPES SHARE Management For *Management Position Unknown
OPTION PLAN 1994
15. AMEND THE RULES OF THE CADBURY SCHWEPPES PLC Management For *Management Position Unknown
1997 LONG TERM INCENTIVE PLAN
16. APPROVE THE CADBURY SCHWEPPES PLC BONUS SHARE Management For *Management Position Unknown
RETENTION PLAN 2004 AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS NECESSARY TO
ESTABLISH AND CARRY IT INTO EFFECT AND TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN EXCEPT THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN THE QUORUM IN RESPECT OF HIS
OWN PARTICIPATION ANY PROHIBITION ON VOTING
OR COUNTING IN THE QUORUM CONTAINED IN ARTICLES
OF ASSOCIATION OF THE COMPANY OF THE COMPANY
17. AMEND THE RULES OF THE CADBURY SCHWEPPES IRISH Management For *Management Position Unknown
EMPLOYEE SHARE SCHEME, THE CADBURY SCHWEPPES
IRISH AVC SAVINGS RELATED SHARE OPTION SCHEME,
THE CADBURY SCHWEPPES IRISH SAVINGS RELATED SHARE
OPTION SCHEME, THE CADBURY SCHWEPPES IRISH SAVINGS
RELATED SHARE OPTION SCHEME 1982, THE CADBURY
SCHWEPPES IRISH SAVINGS RELATED SHARE OPTION
SCHEME 1998, THE CADBURY SCHWEPPES UNITED STATES
AND CANADA EMPLOYEE STOCK PURCHASE PLAN 1994,
THE CHOICES SHARE INCENTIVE PLAN AND THE CADBURY
SCHWEPPES ASIA PACIFIC EMPLOYEE SHARE ACQUISITION
PLAN 2002
18. AUTHORIZE THE DIRECTORS TO ESTABLISH A FURTHER Management For *Management Position Unknown
PLAN OR PLANS CONTAINING SUCH PROVISIONS AS THE
DIRECTORS DECIDE SUBJECT TO: A) SUCH PLAN OR
PLANS MUST OPERATE WITHIN THE LIMITS ON THE NUMBER
OF NEW ORDINARY SHARES WHICH MADE AVAILABLE FROM
TIME TO TIME UNDER THE COMPANY S OTHER EMPLOYEE
SHARE PLANS EXISTING PLANS ; B) SUCH PLAN OR
PLANS MUST, EXCEPT TO THE EXTENT NECESSARY OR
DESIRABLE TO TAKE ACCOUNT OF OVERSEAS TAX, SECURITIES
OR EXCHANGE CONTROL LAWS, CONTAIN LIMITATIONS
SO AS TO ENSURE, SO FAR AS THE DIRECTORS CONSIDER
PRACTICABLE, THE PARTICIPANTS IN SUCH OR PLANS
OBTAIN NO GREATER BENEFIT THAN EMPLOYEES PARTICIPATING
IN THE EXISTING PLANS; AND C) ONCE ESTABLISHED,
THE PROVISIONS OF SUCH PLAN OR PLANS MAY NOT
AMENDED WITHOUT THE PRIOR APPROVAL OF THE COMPANY
IN GENERAL MEETING IF SUCH APPROVAL WOULD BE
REQUIRED TO AMEND THE COMPARABLE PROVISIONS IN
THE EXISTING PLANS; AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS NECESSARY TO
ESTABLISH AND CARRY IT INTO EFFECT AND TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN EXCEPT THAT NO DIRECTOR MAY VOTE
OR BE COUNTED IN THE QUORUM IN RESPECT OF HIS
OWN PARTICIPATION ANY PROHIBITION ON VOTING
OR COUNTING IN THE QUORUM CONTAINED IN ARTICLES
OF ASSOCIATION OF THE COMPANY OF THE COMPANY
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/21/2004
ISSUER: 887317105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
JAMES L. BARKSDALE Management For
STEPHEN F. BOLLENBACH Management For
STEPHEN M. CASE Management For
FRANK J. CAUFIELD Management For
ROBERT C. CLARK Management For
MILES R. GILBURNE Management For
CARLA A. HILLS Management For
REUBEN MARK Management For
MICHAEL A. MILES Management For
KENNETH J. NOVACK Management For
RICHARD D. PARSONS Management For
R.E. TURNER Management For
FRANCIS T. VINCENT, JR. Management For
02 RATIFICATION OF AUDITORS. Management For
03 STOCKHOLDER PROPOSAL REGARDING CHINA BUSINESS Shareholder Against
PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING REPORT ON PAY DISPARITY. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 12686C109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES D. FERRIS Management For For
RICHARD H. HOCHMAN Management For For
VICTOR ORISTANO Management For For
VINCENT TESE Management For For
THOMAS V. REIFENHEISER Management For For
JOHN R. RYAN Management For For
02 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For For
OF KPMG LLP, AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR 2004.
CALLAWAY GOLF COMPANY ELY ANNUAL MEETING DATE: 05/25/2004
ISSUER: 131193104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RONALD A. DRAPEAU Management For For
SAMUEL H. ARMACOST Management For For
WILLIAM C. BAKER Management For For
RONALD S. BEARD Management For For
JOHN C. CUSHMAN, III Management For For
YOTARO KOBAYASHI Management Withheld Against
RICHARD L. ROSENFIELD Management For For
ANTHONY S. THORNLEY Management For For
02 TO APPROVE THE CALLAWAY GOLF COMPANY 2004 EQUITY Management For For
INCENTIVE PLAN.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management For For
CALLAWAY GOLF COMPANY EMPLOYEE STOCK PURCHASE
PLAN.
CHIQUITA BRANDS INTERNATIONAL, INC. CQB ANNUAL MEETING DATE:
05/25/2004
ISSUER: 170032809 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FERNANDO AGUIRRE Management For For
MORTEN ARNTZEN Management For For
JEFFREY D. BENJAMIN Management For For
ROBERT W. FISHER Management For For
RODERICK M. HILLS Management For For
DURK I. JAGER Management For For
JAIME SERRA Management For For
STEVEN P. STANBROOK Management For For
ENI SPA, ROMA MIX MEETING DATE: 05/25/2004
ISSUER: T3643A145000 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
26 MAY 2004 AND A THIRD CALL ON 28 MAY 2004.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.1 RECEIVE THE FINANCIAL STATEMENT AND THE CONSOLIDATED Management For *Management Position Unknown
FINANCIAL STATEMENT AT 31 DEC 2003 AND ALSO THE
BOARD OF DIRECTORS AND THE AUDITORS REPORT
O.2 APPROVE THE ALLOCATION OF NET INCOME Management For *Management Position Unknown
O.3 GRANT AUTHORITY TO PURCHASE ENI SHARES Management For *Management Position Unknown
O.4 APPOINT THE INDEPENDENT AUDITORS FOR THE THREE-YEAR Management For *Management Position Unknown
PERIOD 2004-2006
O.5 AMENDMENT TO ARTICLE 2.1 OF ENI S.P.A. S SHAREHOLDERS Management For *Management Position Unknown
MEETING REGULATION
O.6 APPROVE THE EMOLUMENTS OF THE DIRECTORS Management For *Management Position Unknown
E.1 AMEND THE ARTICLES 2.1, 11.2, 12.2, 13, 16.1, Management For *Management Position Unknown
17.2, 17.3, 19.3 AND 23 OF ENI BY-LAWS PURSUANT
TO THE LEGISLATIVE DECREE NO. 6 DATED 17 JAN
2003
E.2 AMEND ARTICLES 17.3, 19.1 AND 28.1 OF ENI BY-LAWS Management For *Management Position Unknown
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 784117103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ALFRED P. WEST, JR.* Management For
WILLIAM M. DORAN* Management For
HOWARD D. ROSS* Management For
THOMAS W. SMITH** Management For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS SEI INVESTMENTS COMPANY S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
SHANGRI-LA ASIA LTD AGM MEETING DATE: 05/25/2004
ISSUER: G8063F106000 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For *Management Position Unknown
THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS
FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2003 Management For *Management Position Unknown
3. RE-ELECT THE DIRECTORS, WHO RETIRES Management For *Management Position Unknown
4. APPROVE TO FIX THE DIRECTORS FEE INCLUDING Management For *Management Position Unknown
FEES PAYABLE TO THE MEMBERS OF THE AUDIT AND
REMUNERATION COMMITTEE
5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For *Management Position Unknown
OF THE COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
AND ISSUE ADDITIONAL SHARES IN THE SHARE CAPITAL
OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS
AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD,
NOT EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY, OTHERWISE THAN PURSUANT TO I) A
RIGHTS ISSUE; II) THE EXERCISE OF OPTIONS OR
SIMILAR ARRANGEMENT; III) ANY SCRIP DIVIDEND
OR SIMILAR ARRANGEMENT; IV) THE EXERCISE OF ANY
CONVERSION RIGHTS ATTACHING TO THE ZERO COUPON
GUARANTEED CONVERTIBLE BONDS DUE 2009 ISSUED
BY SHANGRI-LA FINANCE LIMITED; AND V) ANY SPECIFIC
AUTHORITY; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For *Management Position Unknown
ITS OWN SHARES DURING THE RELEVANT PERIOD, ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
HKSE OR ANY OTHER STOCK EXCHANGE ON WHICH THE
SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND HKSE FOR THIS PURPOSE OR ON THE SINGAPORE
EXCHANGE SECURITIES TRADING LIMITED, SUBJECT
TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND THE REQUIREMENTS OF THE RULES GOVERNING THE
LISTING OF SECURITIES ON THE HKSE OR THAT OF
ANY STOCK EXCHANGE AS AMENDED FROM TIME TO TIME,
NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR THE EXPIRATION OF
THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD BY LAW
6.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management For *Management Position Unknown
NO. 6.B, TO EXTEND THE GENERAL MANDATE GRANTED
TO THE DIRECTORS OF THE COMPANY TO ALLOT SHARES
PURSUANT TO SUCH GENERAL MANDATE, BY AN AMOUNT
REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY REPURCHASED
BY THE COMPANY UNDER THE AUTHORITY GRANTED BY
THE RESOLUTION NO. 6.B, PROVIDED THAT SUCH AMOUNT
DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING THIS RESOLUTION
S.7 AMEND BY-LAW 1(A), 70, 76A, 98(H), 98(I), 98(K), Management For *Management Position Unknown
103, 162(B), 162(C), 162(D),167(A), 167(B) AND
169 OF THE BYE-LAWS OF THE COMPANY
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/25/2004
ISSUER: G95089101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PHILIP BURGUIERES Management For For
NICHOLAS F. BRADY Management For For
DAVID J. BUTTERS Management For For
BERNARD J. DUROC-DANNER Management For For
SHELDON B. LUBAR Management For For
WILLIAM E. MACAULAY Management For For
ROBERT B. MILLARD Management For For
ROBERT K. MOSES, JR. Management For For
ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
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.
ADVANCED NEUROMODULATION SYSTEMS, IN ANSI ANNUAL MEETING DATE: 05/26/2004
ISSUER: 00757T101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
HUGH M. MORRISON Management For
ROBERT C. EBERHART, PHD Management For
MICHAEL J. TORMA, M.D. Management For
RICHARD D. NIKOLAEV Management For
CHRISTOPHER G. CHAVEZ Management For
JOSEPH E. LAPTEWICZ Management For
J. PHILIP MCCORMICK Management For
02 APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION Management Against
TO INCREASE THE COMPANY S AUTHORIZED SHARES OF
COMMON STOCK FROM 25,000,000 TO 100,000,000
03 APPROVAL OF THE ADVANCED NEUROMODULATION SYSTEMS, Management For
INC. 2004 STOCK INCENTIVE PLAN
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
02 Against
03 For
CAESARS ENTERTAINMENT, INC. CZR ANNUAL MEETING DATE: 05/26/2004
ISSUER: 127687101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. STEVEN CROWN Management For For
GILBERT L. SHELTON Management For For
02 TO APPROVE THE CAESARS ENTERTAINMENT, INC. 2004 Management For For
LONG TERM INCENTIVE PLAN
FOOT LOCKER, INC. FL ANNUAL MEETING DATE: 05/26/2004
ISSUER: 344849104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
JAMES E. PRESTON Management For
MATTHEW D. SERRA Management For
CHRISTOPHER A. SINCLAIR Management For
DONA D. YOUNG Management For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. Management For
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/26/2004
ISSUER: 603158106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN B. CURCIO Management For For
PAUL R. SAUERACKER Management For For
WILLIAM C. STIVERS Management For For
02 RATIFICATION OF APPOINTMENT OF AUDITORS. Management For For
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/27/2004
ISSUER: 004631107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMIE KELLNER Management For For
DOUGLAS GEALY Management For For
THOMAS ALLEN Management For For
JAMES COLLIS Management For For
MICHAEL CORRIGAN Management For For
THOMAS EMBRESCIA Management For For
BRIAN MCNEILL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 05/27/2004
ISSUER: 01988P108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. KLUGER Management For For
ROBERT COMPTON Management For For
02 AMENDMENT AND RESTATEMENT OF AMENDED AND RESTATED Management Against Against
1993 STOCK INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2004.
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 05/27/2004
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. ROBERT DUTKOWSKY Management For For
MR. DENIS O'LEARY Management For For
MR. ROBERT PANGIA Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management For For
PLAN TO PROHIBIT REPRICING OF OUTSTANDING STOCK
OPTIONS OR STOCK APPRECIATION RIGHTS WITHOUT
STOCKHOLDER APPROVAL AND TO REAPPROVE THE PERFORMANCE
CRITERIA UNDER THE 1997 STOCK INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
BNP PARIBAS MIX MEETING DATE: 05/28/2004
ISSUER: F1058Q238000 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE MEETING WILL BE HELD ON THE Non-Voting
SECOND CALL ON 28 MAY 2004 (AND NOT ON 13 MAY
2004). PLEASE ALSO NOTE THAT YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID. THANK YOU.
YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management Take No Action
REPORTS FOR THE FY CLOSED ON 31 DEC 2003 AND
APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY
2003
O.2 RECEIVE THE BOARD OF DIRECTORS AND OF THE AUDITORS Management Take No Action
REPORTS AND APPROVE THE THE ACCOUNTS AND THE
BALANCE SHEET FOR THE FY 2003 AND THE NET PROFIT
AFTER TAX AMOUNTS TO EUR 2,358,756,301.88
O.3 APPROVE THAT THE TOTAL (FORMED BY THE FY NET Management Take No Action
PROFIT OF EUR 2,358,756,301.88 AND THE CREDIT
PRIOR RETAINED EARNINGS OF EUR 6,110,425,156.15),
I. E. A SUM OF EUR 8,469,181,458.03 WILL BE ALLOCATED
AS FOLLOWS: TO THE LEGAL RESERVE: EUR 856,423.20,
TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS:
EUR 102,919,700.80, TO THE INVESTMENT SPECIAL
RESERVE: EUR 36,193,223.00, TO THE GLOBAL DIVIDEND:
EUR 1,310,242,625.80, TO THE BALANCE CARRIED
FORWARD: EUR 7,018,969,485.23 AND THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.45 WITH
A CORRESPONDING TAX CREDIT OF EUR 0.725, IT WILL
BE PAID ON 11 JUN 2004
O.4 APPROVE THE AUDITORS SPECIAL REPORT, IN ACCORDANCE Management Take No Action
WITH THE PROVISIONS OF ARTICLE L.225-38 (FRENCH
COMMERCIAL LAW)
O.5 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF DEBT SECURITIES (BONDS, SIMILAR SECURITIES)
FOR A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000,000.00;
AUTHORITY IS GIVEN FOR 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
LINDSAY OWEN-JONES AS A DIRECTOR FOR 3 YEARS
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN REPLACEMENT Management Take No Action
OF ANY EXISTING AUTHORITY, TO 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 75.00,
MINIMUM SELLING PRICE: EUR 35.00, MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL;
AUTHORITY IS GIVEN FOR 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management Take No Action
LOUIS SCHWEITZER AS A DIRECTOR FOR 3 YEARS
O.9 ACKNOWLEDGE THAT MR. M. DAVIDE PEAKE DOES NOT Management Take No Action
ASK THE RENEWAL OF ITS TERM OF ASSOCIATION AS
DIRECTOR AND DECIDES NOT TO APPOINT A NEW DIRECTOR
E.17 AMEND ARTICLES 9, 10, 12, 13 AND 15 OF THE ARTICLES Management Take No Action
OF ASSOCIATION
O.10 APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management Take No Action
A COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT
IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS
WHICH ARE PRESCRIBED BY LAW
E.11 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE COMPANY SHARES AND OF SECURITIES OF ANY
KIND (THE PREFERENTIAL RIGHT IS MAINTAINED) FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00
(CAPITAL INCREASES), EUR 10,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.12 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE
OF THE COMPANY SHARES AND OF SECURITIES OF ANY
KIND (PREFERENTIAL SUBSCRIPTION RIGHT: CANCELLED),
FOR A MAXIMUM NOMINAL AMOUNT OF: EUR 340,000,000.00
(CAPITAL INCREASE), EUR 8,000,000,000.00 (DEBT
SECURITIES); AUTHORITY IS GIVEN FOR 26 MONTHS
; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY
OUT THE CAPITAL INCREASE WHICH HAS BEEN ADOPTED
E.13 APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS Management Take No Action
ALL POWERS, IN REPLACEMENT OF ANY EXISTING AUTHORITY,
IN ORDER TO INCREASE THE COMPANY SHARE CAPITAL
ON ITS SOLE DECISION BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF INCORPORATING
ALL OR PART OF THE RESERVES, PROFITS, EXISTING
SHARE PREMIUMS, TO BE CARRIED OUT BY THE DISTRIBUTION
OF FREE SHARES OR THE INCREASE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY IS VALID FOR
26 MONTHS ; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY
TO CARRY OUT THE CAPITAL INCREASE WHICH HAS BEEN
ADOPTED
E.14 APPROVE THAT THE DELEGATIONS GRANTED TO THE BOARD Management Take No Action
OF DIRECTORS TO REALIZE INCREASES OF THE COMPANY
S SHARE CAPITAL, ARE NOT MAINTAINED IN A PERIOD
OF TAKE-OVER OR EXCHANGE BID ON THE COMPANY S
SHARES (EXCEPT FOR THE TRANSACTIONS THE PRINCIPAL
DECISION OF WHICH WAS APPROVED BY THE BOARD OF
DIRECTORS); AUTHORITY IS VALID TILL THE COMPANY
GENERAL MEETING WHICH WILL HAVE TO DELIBERATE
UPON THE ACCOUNTS OF THE 2004 FY
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management Take No Action
DIRECTORS TO PROCEED, IN FRANCE OR ABROAD, WITH
THE ISSUE OF SHARES RESERVED TO MEMBERS OF THE
ENTERPRISE SAVINGS PLAN FOR A MAXIMUM NOMINAL
AMOUNT OF EUR 20,000,000.00 STARTING THE PRESENT
MEETING (INSTEAD OF EUR 60,000,000.00 AS PREVIOUSLY
SET BY THE COMBINED GENERAL MEETING OF 14 MAY
2003, RESOLUTION NO.16); AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.16 APPROVE TO GRANT ALL POWERS TO THE BOARD OF DIRECTORS, Management Take No Action
IN REPLACEMENT OF ANY EXISTING AUTHORITY, TO
DECREASE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, WITHIN A LIMIT OF 10% OF THE
SHARE CAPITAL OVER A 18 MONTHS PERIOD
E.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.8 *Management Position Unknown
O.6 *Management Position Unknown
O.7 *Management Position Unknown
O.9 *Management Position Unknown
E.17 *Management Position Unknown
O.10 *Management Position Unknown
E.11 *Management Position Unknown
E.12 *Management Position Unknown
E.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.18 *Management Position Unknown
* *Management Position Unknown
BWT AG, MONDSEE AGM MEETING DATE: 05/28/2004
ISSUER: A1141J105000 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL REPORT 2003, REPORTING OF Management For *Management Position Unknown
THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BAORD
4. APPROVE THE STATUTORY ALLOWANCE FOR SUPERVISORY Management For *Management Position Unknown
BOARD FOR THE YEAR 2003
5. ELECT THE AUDITORS FOR THE FY 2004 Management For *Management Position Unknown
6. APPROVE TO CHANGE THE ARTICLE TO EXCLUDE A POSIBLE Management For *Management Position Unknown
DISCOUNT IN CASE OF A MANDATORY OFFER AND ADD
A NEW ARTICLE 29
CLARINS SA MIX MEETING DATE: 05/28/2004
ISSUER: F18396113000 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
O.7 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MRS. MARIA LUISA COURTIN AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.8 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. ALAIN FERRI AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.9 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. JEAN ROUX AS A MEMBER OF THESUPERVISORY BOARD
FOR 6 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
SOCIETE FINANCIERE FC AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
AUDIT DE FRANCE AS THE STATUTORYAUDITORS FOR
6 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
AMYOTEXCO GRANT THORNTON AS THE STATUTORY AUDITORS
FOR 6 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. M. LAURENT GINET AS A DEPUTYAUDITORS FOR
6 YEARS
E.14 AUTHORIZE THE EXECUTIVE BOARD TO INCREASE THE Management For
SHARE CAPITAL BY INCORPORATION OF RESERVES FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 100,000,000.00;
AUTHORIZATION IS VALID FOR 26 MONTHS
E.15 AUTHORIZE THE EXECUTIVE BOARD THE COMPANY OPTIONS Management For
TO SOME EMPLOYEES TO BUY REPURCHASED SHARES NOT
EXCEEDING 3.5% OF THE TOTAL SHARES ISSUED AND
SHALL BE EXERCISED NOT LATER THAN 7 YEARS; AUTHORIZATION
IS VALID FOR 38 MONTHS
E.16 GRANT POWER TO THE EXECUTIVE BOARD TO ISSUE SHARES Management For
AND OTHER SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHT TO BE SUBSCRIBED IN CASH OR BY DEBT COMPENSATION
NOT EXCEEDING EUR 100,000,000.00 WITHIN A LIMIT
OF: A) BONDS FOR A MAXIMUM SHARE CAPITAL INCREASE
OF 50,000,000.00; B) STAND ALONE WARRANTS FOR
A MAXIMUM CAPITAL INCREASE OF EUR 20,000,000.00;
C) DEBT SECURITIES NOT EXCEEDING EUR 500,000,000.00;
APPROVE THE INCREASE IN SHARE CAPITAL NOT EXCEED
EUR 20,000,000.00; EXCLUDE PREFERRED SHARES AND
INVESTMENT CERTIFICATES; AUTHORIZATION IS VALID
OF 26 MONTHS ; SUPERSEDE THE RESOLUTION 11 OF
COMBINED MEETING OF 31 MAY 2002 FOR ITS UNUSED
PART
E.17 GRANT POWER TO THE EXECUTIVE BOARD TO ISSUE SHARES Management For
AND OTHER SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHT TO BE SUBSCRIBED IN CASH OR BY DEBT COMPENSATION
NOT EXCEEDING EUR 100,000,000.00 WITHIN A LIMIT
OF: A) BONDS FOR A MAXIMUM CAPITAL INCREASE OF
EUR 50,000,000.00; B) STAND ALONE WARRANTS FOR
A MAXIMUM CAPITAL INCREASE OF EUR 20,000,000.00;
C) DEBT SECURITIES NOT EXCEEDING EUR 500,000,000.00;
EXCLUDE PREFERRED SHARES AND INVESTMENT CERTIFICATES;
AUTHORIZATION IS VALID OF 26 MONTHS ; SUPERSEDE
RESOLUTION 12 OF COMBINED MEETING OF 31 MAY 2002
FOR ITS UNUSED PART
E.18 AUTHORIZE THE EXECUTIVE BOARD TO ISSUE SECURITIES Management For
TO REMUNERATE SECURITIES BROUGHT IN ANY PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY WITHIN
THE LIMITS SET OUT IN RESOLUTION E.17 AND NOT
EXCEEDING EUR 100,00,000.00; AUTHORIZATION IS
VALID FOR 26 MONTHS ; SUPERSEDE RESOLUTION 13
OF 31 MAY 2002
E.19 APPROVE THAT UNUSED PART OF THE ABOVE DELEGATIONS Management Against
MAY BE USED IN CASE OF TAKEOVER BID OR EXCHANGE
BID ON THE COMPANY SHARES TILL THE GENERAL MEETING
CALLED TO DELIBERATE ON THE 2004 ACCOUNTS
E.20 GRANT POWER TO THE EXECUTIVE BOARD TO INCREASE Management For
THE SHARE CAPITAL BY A MAXIMUMNOMINAL AMOUNT
OF EUR 2,000,000.00 BY ISSUING SHARES RESERVED
TO THE EMPLOYEES WHO SUBSCRIBED TO AN ENTERPRISE
SAVINGS PLAN; AUTHORIZATION IS VALID FOR 26
MONTHS ; SUPERCEDE ANY PRIOR DELEGATION IN RESOLUTION
15 OF THE COMBINED MEETING OF 31 MAY 2002
E.21 AMEND ARTICLES 10, 14, 20, 28 AND 31 OF THE ARTICLES Management For
OF ASSOCIATION
E.22 GRANT POWER TO THE BEARER OF A COPY OR EXTRACT Management For
OF THE MINUTES OF THE PRESENT TO ACCOMPLISH ALL
DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR Management For
THE FY 2003: PROFITS FOR THE FY OF EUR 36,135,667.00;
NON DEDUCTIBLE CHARGES EUR 106,963.00; CORRESPONDING
TAX EUR 37,987.00; GRANT DISCHARGE TO THE MEMBERS
OF THE SUPERVISORY BOARD AND THE AUDITORS FROM
THEIR LIABILITIES FOR SAID FY
O.2 APPROVE THE CONSOLIDATED ACCOUNTS Management For
O.3 APPROVE THE REGULATED AGREEMENTS MENTIONED IN Management For
THE SPECIAL AUDITORS REPORTS INACCORDANCE WITH
THE ARTICLE 6.225-86 OF THE FRENCH TRADE CODE
O.5 APPROVE THE ATTENDANCE FEES OF EUR 60,000.00 Management For
ALLOCATED TO SUPERVISORY BOARD FOR THE CURRENT
FY
O.4 APPROVE THE ALLOCATIONS BY THE EXECUTIVE BOARD: Management For
PROFITS OF THE FY EUR 36,135,667.00; PRIOR RETAINED
EARNINGS EUR 18,676,829.00; LEGAL RESERVE EUR
1,806,783.00; BALANCE AMOUNT EUR 53,005,713.00;
GLOBAL DIVIDEND EUR 22,104,620.00; BALANCE CARRY
FORWARD EUR 30,901,093.00; NET DIVIDEND PER SHARE
EUR 1.155 WITH EUR 0.77 TAX CREDIT TO BE PAID
ON 15 JUL 2004; DIVIDENDS PAID FOR THE PAST 3
FYS: EUR 1.10 IN 2000 WITH EUR 0.55 TAX CREDIT;
EUR 0.65 IN 2001 WITH EUR 0.325 TAX CREDIT; EUR
0.85 IN 2002 WITH EUR 0.425 TAX CREDIT
O.6 APPROVE THE RENEWAL OF THE TERM OF OFFICE OF Management For
MR. JACQUES COURTIN AS A MEMBER OF THE SUPERVISORY
BOARD FOR 6 YEARS
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
O.7 *Management Position Unknown
O.8 *Management Position Unknown
O.9 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
E.14 *Management Position Unknown
E.15 *Management Position Unknown
E.16 *Management Position Unknown
E.17 *Management Position Unknown
E.18 *Management Position Unknown
E.19 *Management Position Unknown
E.20 *Management Position Unknown
E.21 *Management Position Unknown
E.22 *Management Position Unknown
* *Management Position Unknown
O.1 *Management Position Unknown
O.2 *Management Position Unknown
O.3 *Management Position Unknown
O.5 *Management Position Unknown
O.4 *Management Position Unknown
O.6 *Management Position Unknown
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 06/01/2004
ISSUER: 206016107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MARK M. SIECZKAREK Management For
THOMAS F. BONADIO Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.
03 PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT Management For
OF THE AMENDED AND RESTATED 2001 EQUITY INCENTIVE
PLAN TO REDUCE THE SIZE OF THE AUTOMATIC GRANTS
OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS AND
TO PROVIDE FOR AUTOMATIC GRANTS OF RESTRICTED
STOCK TO NON-EMPLOYEE DIRECTORS.
04 PROPOSAL TO APPROVE THE AMENDMENT OF THE AMENDED Management For
AND RESTATED 2001 EQUITY INCENTIVE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 500,000 SHARES.
05 PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY Management For
S 1995 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 150,000 SHARES, EFFECTIVE
JULY 1, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
02 For
03 For
04 For
05 For
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 06/02/2004
ISSUER: D18190898000 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774,
7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
1. PRESENTATION OF THE ESTABLISHED ANNUAL FINANCIAL Management For
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
2. APPROPRIATION OF DISTRIBUTABLE PROFIT; THE BOARD Management For
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 MANAGEMENT OF THE Management For
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 RATIFIED.
4. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For
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 FINANCIAL Management For
YEAR; THE SUPERVISORY BOARD PROPOSES THAT KPMG
DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, FRANKFURT AM
MAIN, BE APPOINTED AUDITOR FOR THE 2004 FINANCIAL
YEAR.
6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For
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 AUTHORIZATION.
7. AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT Management For
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 30,
2004, EXPIRES WHEN THE NEW AUTHORIZATION COMES
INTO FORCE.
8. CREATION OF NEW AUTHORIZED CAPITAL AND AMENDMENT Management For
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
RIGHT).
9. CREATION OF NEW AUTHORIZED CAPITAL (WITH THE Management For
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 ALREADY LISTED
AT THE TIME OF THE FINAL DETERMINATION OF THE
ISSUE PRICE.
10. AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For
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 DAYS AFTER DECLARATION
OF CONVERSION OR EXERCISE OF THE OPTION. PLEASE
SEE NOTE 2 FOR THE CONTINUATION OF THIS RESOLUTION.
* NOTE 3: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/AGENDA_2004_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
* NOTE 1: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
* NOTE 2 - CONTINUING FROM RESOLUTION 10: IN THE Non-Voting
CASE OF BONDS BEING ISSUED, SHAREHOLDERS ARE
IN PRINCIPLE ENTITLED TO THE STATUTORY PRE-EMPTIVE
RIGHT. HOWEVER, THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO EXCLUDE SHAREHOLDERS PRE-EMPTIVE RIGHTS
INSOFAR AS THE ISSUE PRICE IS NOT SUBSTANTIALLY
LOWER THAN THE THEORETICAL MARKET VALUE, ESTABLISHED
USING RECOGNIZED ACTUARIAL METHODS, OF THE PARTICIPATORY
NOTES, BONDS WITH WARRANTS OR CONVERTIBLE BONDS.
HOWEVER, THE TOTAL NUMBER OF SHARES TO BE ISSUED
ON THE BASIS OF BONDS UNDER THIS AUTHORIZATION
PURSUANT TO SECTION 186 (3) SENTENCE 4 STOCK
CORPORATION ACT (WITH EXCLUSION OF PRE-EMPTIVE
RIGHTS AGAINST CASH DEPOSIT) TOGETHER WITH OTHER
SHARES ISSUED OR SOLD PURSUANT OR CORRESPONDING
TO THIS LEGAL REQUIREMENT DURING THE VALIDITY
OF THIS AUTHORIZATION MAY NOT EXCEED 10 % OF
THE SHARE CAPITAL AT THE TIME THIS AUTHORIZATION
IS EXERCISED. IF THE BOARD OF MANAGING DIRECTORS
MAKES NO USE OF THIS POSSIBILITY, IT IS AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
EXCEPT BROKEN AMOUNTS RESULTING FROM THE SUBSCRIPTION
RATIO FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND
TO EXCLUDE PRE-EMPTIVE RIGHTS TO THE EXTENT NECESSARY
TO GRANT HOLDERS OF OPTION OR CONVERSION RIGHTS
OR HOLDERS OF CONVERTIBLE BONDS WITH AN OBLIGATION
TO CONVERT A PRE-EMPTIVE RIGHT TO THE SAME EXTENT
AS THEY WOULD BE ENTITLED TO ON EXERCISE OF THE
OPTION OR CONVERSION RIGHTS OR AFTER FULFILLING
THE DUTIES TO CONVERT. THE BOARD OF MANAGING
DIRECTORS IS AUTHORIZED TO DETERMINE, WITH THE
CONSENT OF THE SUPERVISORY BOARD, FURTHER DETAILS
CONCERNING THE ISSUE AND FEATURES OF THE ISSUE,
ESPECIALLY THE INTEREST RATE, ISSUE PRICE, MATURITY,
CONVERSION OR OPTION PRICE, OR TO DO SO IN CONSULTATION
WITH THE MANAGEMENT BODIES OF THE GROUP COMPANY
FLOATING THE ISSUE. B) CONDITIONAL CAPITAL THE
SHARE CAPITAL IS INCREASED CONDITIONALLY BY UP
TO EUR 150,000,000 THROUGH THE ISSUE OF UP TO
58,593,750 NEW REGISTERED NO PAR VALUE SHARES.
THE CONDITIONAL CAPITAL INCREASE SERVES TO GRANT
RIGHTS TO THE HOLDERS OF PARTICIPATORY NOTES
WITH WARRANTS AND CONVERTIBLE PARTICIPATORY NOTES,
BONDS WITH WARRANTS AND CONVERTIBLE BONDS, ISSUED
ON OR BEFORE APRIL 30, 2009 PURSUANT TO THE ABOVE
AUTHORIZATION UNDER A) EITHER BY THE COMPANY
OR THROUGH A COMPANY IN WHICH DEUTSCHE BANK AG
HAS A DIRECT OR INDIRECT MAJORITY HOLDING. THE
ISSUE OF NEW SHARES IS EXECUTED AT THE CONVERSION
OR OPTION PRICES ESTABLISHED IN ACCORDANCE WITH
A). THE CONDITIONAL CAPITAL INCREASE IS ONLY
TO BE CARRIED OUT TO THE EXTENT TO WHICH THESE
RIGHTS ARE EXERCISED OR TO WHICH THE BEARERS
OBLIGED TO CONVERT FULFIL THEIR CONVERSION DUTIES.
THE NEW SHARES ARE ENTITLED TO A DIVIDEND FROM
THE BEGINNING OF THE FINANCIAL YEAR IN WHICH
THEY ARE CREATED BY EXERCISE OF CONVERSION OR
OPTION RIGHTS OR BY FULFILMENT OF CONVERSION
OBLIGATIONS. THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO ESTABLISH FURTHER DETAILS FOR
IMPLEMENTING THE CONDITIONAL CAPITAL INCREASE.
C) AMENDMENT TO THE ARTICLES OF ASSOCIATION THE
FOLLOWING NEW SUB-PARAGRAPH 13 IS ADDED TO SECTION
4 OF THE ARTICLES OF ASSOCIATION: (13) THE
SHARE CAPITAL IS INCREASED CONDITIONALLY BY UP
TO EUR 150,000,000 THROUGH THE ISSUE OF UP TO
58,593,750 NEW REGISTERED NO PAR VALUE SHARES.
THE CONDITIONAL CAPITAL INCREASE WILL ONLY BE
CARRIED OUT INSOFAR AS A) THE HOLDERS OF CONVERSION
RIGHTS OR WARRANTS LINKED WITH PARTICIPATORY
NOTES OR CONVERTIBLE BONDS OR BONDS WITH WARRANTS
TO BE ISSUED UP TO APRIL 30, 2009 BY DEUTSCHE
BANK AG OR A COMPANY IN WHICH DEUTSCHE BANK AG
HAS A DIRECT OR INDIRECT MAJORITY HOLDING, MAKE
USE OF THEIR CONVERSION OR OPTION RIGHTS OR INSOFAR
AS B) THE HOLDERS WITH CONVERSION OBLIGATIONS
OF CONVERTIBLE PARTICIPATORY NOTES OR CONVERTIBLE
BONDS TO BE ISSUED ON OR BEFORE APRIL 30, 2009
BY DEUTSCHE BANK AG, OR A COMPANY IN WHICH DEUTSCHE
BANK AG HAS A DIRECT OR INDIRECT MAJORITY HOLDING,
FULFIL THEIR OBLIGATION TO CONVERT. THE NEW SHARES
ARE ENTITLED TO A DIVIDEND FROM THE BEGINNING
OF THE FINANCIAL YEAR IN WHICH THEY ARE CREATED
BY EXERCISE OF CONVERSION OR OPTION RIGHTS OR
BY FULFILMENT OF THE DUTY TO CONVERT.
* NOTE 4: PLEASE NOTE THE REVISED NOTICE REFLECTING Non-Voting
THE DETAILED WORDING OF RESOLUTIONS. THANK YOU
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
1. *Management Position Unknown
2. *Management Position Unknown
3. *Management Position Unknown
4. *Management Position Unknown
5. *Management Position Unknown
6. *Management Position Unknown
7. *Management Position Unknown
8. *Management Position Unknown
9. *Management Position Unknown
10. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
DEUTSCHE BANK AG, FRANKFURT AM MAIN OGM MEETING DATE: 06/02/2004
ISSUER: D18190898000 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* NOTE 1: PLEASE NOTE THAT THIS IS THE SECOND PART Non-Voting
OF THE ANNUAL GENERAL METTING NOTICE SENT UNDER
MEETING #119753 WITH THE COUNTERPROPOSALS PUT
FORWARD BY THE SHAREHOLDERS
* NOTE 2: COUNTERPROPOSALS RECEIVED ARE CLASSIFIED Non-Voting
INTO TWO GROUPS: DEUTSCHE BANK DESIGNATES WITH
CAPITAL LETTERS THOSE COUNTERPROPOSALS FOR WHICH,
IF YOU WISH TO VOTE FOR THEM, YOU NEED ONLY TICK
THE APPROPRIATE CAPITAL LETTER ON THE REPLY FORM.
IN THIS CASE,TOO,HOWEVER,PLEASE TICK THE APPROPRIATE
BOX UNDER THE RESPECTIVE ITEM ON THE AGENDA TO
INDICATE HOW YOU WOULD LIKE TO VOTE IN ORDER
TO MAKE SURE THAT YOUR VOTE IS COUNTED EVEN IF
THE COUNTERPROPOSAL IS NOT MADE, IS RETRACTED
OR, FOR SOME OTHER REASON, IS NOT VOTED ON AT
THE GENERAL MEETING. THE OTHER COUNTERPROPOSALS,
WHICH MERELY REJECT PROPOSALS BY THE BOARD OF
MANAGING DIRECTORS AND THE SUPERVISORY BOARD,
OR BY THE SUPERVISORY BOARD ALONE, ARE NOT DESIGNATED
WITH CAPITAL LETTERS. IF YOU WISH TO VOTE FOR
THESE COUNTER-PROPOSALS, YOU MUST VOTE NO TO
THE RESPECTIVE ITEM ON THE AGENDA. FOR DEUTSCHE
BANK S ORDINARY GENERAL MEETING TAKING PLACE
ON WEDNESDAY, JUNE 2,2004 IN FRANKFURT AM MAIN,
DEUTSCHE BANK HAS TO DATE RECEIVED THE FOLLOWING
COUNTERPROPOSALS. THE PROPOSALS AND REASONS ARE
THE AUTHORS VIEWS AS NOTIFIED TO DEUTSCHE BANK.
DEUTSCHE BANK HAS ALSO PLACED ASSERTIONS OF FACT
IN THE INTERNET WITHOUT CHANGING OR VERIFYING
THEM.
* NOTE 3: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting
AG SHARES ARE ISSUED IN REGISTERED FORM AND
AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU
* NOTE 4: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/GEGENANTRAEGE_21.05.04_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
A. SHAREHOLDER HANS-WALTER GRUNEWALDER,WUPPERTAL,RE Shareholder Against
AGENDA ITEM 4: RATIFICATIONOF 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 SUPERVISORY
BOARD CHAIR.
B. SHAREHOLDER DR.MICHAEL T.BOHNDORF,IBIZA,RE AGENDA Shareholder Against
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 FOR THE 2003 FINANCIAL YEAR)AND TO URGE
THE SHAREHOLDERS PRESENT TO VOTE IN FAVOUR OF
MY ABOVE PROPOSAL.
* SHAREHOLDER WILM DIEDRICH MULLER,NEUENBURG,RE Non-Voting
AGENDA ITEM 3: PERSONS,I,THAT IS THE ABOVE-MENTIONED
MR.MULLER,HEREBY PROPOSE THE RESOLUTION THAT
THE ACTS OF MANAGEMENT OF THE BOARD OF MANAGING
DIRECTORS OF THE ABOVE MENTIONED FIRM DEUTSCHE
BANK AG NOT BE RATIFIEDREASON: MY REASON
FOR MAKING THIS PROPOSAL IS THAT I FEEL THAT
MY HUMAN DIGNITY HAS BEEN DEMEANED BY THE BEHAVIOUR
OF THE ABOVE-MENTIONED FIRM DEUTSCHE BANK AG
BECAUSE,WHEN OPENING AN ACCOUNT AS A CUSTOMER,I
HAD TO PROVE MY IDENTITY WITH AN OFFICIAL IDENTITY
CARD .I COULD NOT OWN SUCH AN IDENTITY CARD
MADE OUT IN THE NAME OF MR.WILM DIEDRICH MULLER
.I WOULD LIKE TO ASK YOU WHERE I COULD OBTAIN
SUCH AN IDENTITY CARD.
* SHAREHOLDER HERBERT WITT,MANTEL,RE AGENDA ITEMS Non-Voting
3 AND 4: IT IS PROPOSED THATRATIFICATION OF
THE ACTS OF MANAGEMENT OF THE BOARD OF MANAG-
ING DIRECTORS AND OF THE SUPERVISORY BOARD BE
REFUSED. REASON: IN 2003,DR.ACKERMANN S SALARY
ROSE BY 60 %TO MORE THAN EUR 11 MILLION.SUCH
A SALARY INCREASE IS TO BE REGARDED AS EXCESSIVE
COMPENSATION IN VIEW OF THE BURDENS ON EMPLOYEES
AND ACCORDING TO THE PRINCIPLES OF THE SOCIAL
MARKET ECONOMY. THE EMPHASIS ON THE SOCIAL ELEMENT
AND ON SOLIDARITY BETWEEN EMPLOYEES AND CORPORATE
EXECUTIVES WAS AN EXTREMELY IMPORTANT ACHIEVEMENT
IN POST-WAR GERMANY. A PART OF THIS WAS THAT
MEMBERS OF EXECUTIVE BOARDS AND SUPERVISORY BOARDS
DEMONSTRATED A SENSE OF PROPORTION IN THEIR SALARIES.
UNFORTUNATELY,THE EXORBITANT INCREASE IN DR.ACKERMANN
S SALARY IS A PARTICULARLY FLAGRANT EXAMPLE OF
HOW THE CULTURE OF SOLIDARITY AND PROPORTION
HAS GIVEN WAY TO THE ANTI-CULTURE OF GREED.THE
SELF-SERVICE MENTALITY ON THE PART OF THE BOSSES
,OF WHICH THIS IS AN EXPRESSION,HAS A DEMOTIVATING
EFFECT ON DEUTSCHE BANK S MANY EMPLOYEES AND
COULD POTENTIALLY DISTURB THE SOCIAL PEACE IN
OUR COUNTRY.WITH THIS VERY EXCESSIVE SALARY INCREASE,DR.ACKERMANN
BECOMES A SYMBOL OF CORPORATE EXECUTIVES WHO
PREACH WATER TO EMPLOYEES AND DRINK WINE IN EXCESS
THEMSELVES. THIS IS REGARDED BY MANY EMPLOYEES
AS AN INSULT AND AS THE TERMINATION OF SOLIDARITY.REFERENCES
TO AMERICAN CONDITIONS ARE NO HELP.CRITICISM
OF THE DISGUSTING SELF-SERVICE MENTALITY OF THE
CHAIRMAN OF THE BOARD OF MANAGING DIRECTORS HAS
NOTHING TO DO WITH A DISCUSSION ABOUT ENVY,BUT
RATHER WITH FAIRNESS AND SOCIAL JUSTICE. EMPLOYEES
ARE EXPECTED TO SHOW TOTAL MOTIVATION AND WORK
100 %FOR THE BANK AND ITS CUSTOMERS - EVEN THOUGH
THEY EARN AN ANNUAL SALARY OF ONLY EUR 70,000
ONE COULD EXPECT DR.ACKERMANN TO WORK WITH MOTIVATION
EVEN IF HE ONLY EARNED A SALARY IN THE LOW
SINGLE-DIGIT MILLION RANGE. RATIFICATION OF THE
ACTS OF MANAGEMENT OF THE SUPERVISORY BOARD IS
TO BE REFUSED BECAUSE IT CONDONED AND APPROVED
DR.ACKERMANN S INDECENTLY EXCESSIVE SALARY.
* SHAREHOLDER EDUARD BERNHARD,KLEINOSTHEIM,RE AGENDA Non-Voting
ITEMS 3 AND 4: NON-RATIFICATION OF THE ACTS
OF MANAGEMENT OF THE BOARD OF MANAGING DIRECTORS
FOR THE 2003 FINANCIAL YEAR REASON: -INCREASE
IN THE TOTAL PER CAPITA COMPENSATION OF THE BOARD
OF MANAGING DIRECTORS FROM 2002 TO 2003 BY 58.50
%(ACCORDING TO DIE WELT OF APRIL 16,,2004).THIS
IS UNREASONABLE COMPARED WITH WHAT DB EMPLOYEES
EARN. - LACK OF INFORMATION ON SITUATION AS TO
WHETHER THERE IS D&O INSURANCE FOR MEMBERS OF
THE BOARD OF MANAGING DIRECTORS AND OF THE SUPERVISORY
BOARD.IF THERE IS,IN WHAT AMOUNT PER CAPITA,AND
WHO BEARS THE COSTS (IN WHAT AMOUNT)? -LACK OF
INFORMATION ON THE NUMBER OF DB EMPLOYEES WHO
WERE POSSIBLY AFFECTED PHYSICALLY ON 02.11.01
BY THE TERRORIST AIRCRAFT ATTACK IN NEW YORK,OR
STILL ARE TODAY] -LACK OF INFORMATION ABOUT THE
EXTENT TO WHICH INSURANCE PAYMENTS AROSE WITH
RESPECT TO DAMAGE TO DB BY TERRORIST ATTACKS
ON 02.11.01 IN THE U.S.A.,AND HOW HIGH ASSET/FINANCIAL
LOSSES ARE AS PER TODAY? -TO BE SHARPLY CRITICIZED:BEHAVIOUR
OF DR.JOSEF ACKERMANN,CHAIRMAN OF THE BOARD OF
MANAGING DIRECTORS,IN CONNECTION WITH MANNESMANN
- VODAFON SCANDAL,AS RESPONSIBLE MEMBER OF THE
SUPERVISORY BOARD,THE RELATED COURT PROCEEDINGS
AND INDICTMENT - ALSO AGAINST OTHER RESPONSIBLE
PARTIES - HAVE LED TO CRITICAL REPORTS IN MANY
CASES ON THE REPUTATION OF DEUTSCHE BANK AS A
RESULT OF THE LEGAL PROCEEDINGS WHICH HAVE LASTED
FOR MONTHS. -LACK OF ACTIVITIES AND LACK OF REPORTING
ON A PROGRAMME AT ALL DB OFFICES TO CONSERVE
ENERGY (E.G.ECONOMY LAMPS),TO SAVE PAPER (RECYCLING)AND
THE POSSIBLE INSTALLATION OF SOLAR FACILITIES
ON DB BUILDINGS.IT SHOULD ALSO BE CONSIDERED
THAT SOLAR ENERGY IS BEING FINANCIALLY PROMOTED
IN THE LONG TERM BY THE RENEWABLE-ENERGY ACT
(EEC)AND COULD CREATE NEW JOBS] -LACK OF INFORMATION
ON CONSULTING AGREEMENTS IN GERMANY AND ABROAD,I.E.
INFORMATION ABOUT COMPANY NAMES,REASONS,AND WHAT
ORDER VOLUME IN EUROS. IN THIS CONNECTION,INFORMATION
SHOULD ALSO BE GIVEN ON WHETHER CONSULTING AGREEMENTS
ALSO INCLUDE CLAUSES ON POSSIBLE INCORRECT ADVICE
AND ITS SETTLEMENT. NON-RATIFICATION OF THE
ACTS OF MANAGEMENT OF THE SUPERVISORY BOARD FOR
THE 2003 FINANCIAL YEAR REASON: 1)REFUSAL
UP TO NOW TO TAKE WORD-BY-WORD MINUTES OF THE
ENTIRE PROCEEDINGS OF THE GENERAL MEETING OF
SHAREHOLDERS. NOTE: IF WORD-BY-WORD MINUTES HAD
BEEN TAKEN AT THE GENERAL MEETING OF SHAREHOLDERS
LIQUIDATION MANNESMANN - VODAFON ON 22.08.01
IN DUESSELDORF,THERE WOULD NOT HAVE BEEN A TRIAL
AGAINST,AMONG OTHERS,DB CHAIRMAN DR.J.ACKERMANN
(ACCORDING TO LATEST MEDIA REPORTS). 2)LACK OF
CONTROL OF THE WORK OF THE BOARD OF MANAGING
DIRECTORS AND LACK OF OWN ACTIVITIES THROUGH
BETTER MEDIA INITIATIVES WITH RESPECT TO MANY
PUBLIC REPORTS ON DEUTSCHE BANK.(E.G.MERGER BETWEEN
BANKS,RELOCATION OF DOMICILE TO ENGLAND,COURT
PROCEEDINGS AGAINST CHAIRMAN OF BOARD OF MANAGING
DIRECTORS ETC.).
* SHAREHOLDER PROFESSOR DR.EKKEHARD WENGER,STUTTGART,RE Non-Voting
AGENDA ITEMS 3 AND 4: IT IS PROPOSED THAT RATIFICATION
OF THE ACTS OF MANAGEMENT OF THE BOARD OF MANAGING
DIRECTORS FOR THE 2003 FINANCIAL YEAR BE REFUSED.
REASONS: THE BOARD OF MANAGING DIRECTORS HAS
PROVED INCAPABLE OF GETTING THE MANAGEMENT DISASTER
AT DAIMLERCHRYSLER,STILL DEUTSCHE BANK S MOST
IMPORTANT INDUSTRIAL SHAREHOLDING,UNDER CONTROL.IT
IS NOT JUST SINCE THE MERGER WITH CHRYSLER,THE
BIGGEST MISTAKE EVER MADE BY A GERMAN COMPANY,THAT
THE DAIMLER SHARE HAS PERFORMED DISASTROUSLY
BY ANY CONCEIVABLE STANDARD.ALTHOUGH,AS A RESULT
OF THIS, DEUTSCHE BANK SUFFERED DAMAGES RUNNING
INTO THE DOUBLE-DIGIT BILLIONS,ITS BOARD OF MANAGING
DIRECTORS DOES NOT MAKE SURE THAT THE TWO PERSONS
MAINLY TO BLAME, I.E.HILMAR KOPPER AND JUERGEN
SCHREMPP,ARE REPLACED,BUT ACTUALLY OFFERS THEM
COVER IN THE FORM OF EXPRESSIONS OF CONFIDENCE
FROM CHIEF EXECUTIVE JOSEF ACKERMANN.A SATIRIST
COULD BE TEMPTED TO ASK WHETHER THIS ABSTINATE
CLINGING ON TO HILMAR KOPPER AND JURGEN SCHREMPP,THE
GUARANTORS OF FAILURE,AND THE RESULTING WEAKENING
OF OUR LARGEST DOMESTIC COMPANY MIGHT NOT BE
ACKERMANN S REVENGE ON GERMANY AS A BUSINESS
LOCATION AFTER HIS EFFORTS TO HELP MANNESMANN
AG WIN A REPUTATION FOR BEING A GOOD EMPLOYER
- FOR MONEYGRABBING MEMBERS OF THE MANAGEMENT
BOARD AND SUPERVISORY BOARD - WERE SO BADLY RECEIVED
BUT REALITY ACTUALLY DOES BETTER THAN SATIRE
IN ANY CONCEIVABLE FORM.IN AN UNSPEAKABLE ARTICLE
IN THE WELT AM SONNTAG ISSUE OF MAY 2,2004,HILMAR
KOPPER IS PRESENTED AS BEING AS SOLID AS A ROCK
IN REPEATEDLY PROTECTING HIS BOYS JURGEN
SCHREMPP,ROLF BREUER AND JOSEF ACKERMANN AND
BOXING THEM FREE .IN OTHER WORDS:THE PRIMOGENITOR
OF CAPITAL DESTRUCTION,UNDER WHOSE CONTROL EDZARD
REUTER HAD ALREADY BEEN ALLOWED TO DO HIS WORST
AND WHO AT THE SAME TIME HAD INITIATED DEUTSCHE
BANK S RELEGATION INTO THE SECOND DIVISION,THEREBY
DEGRADING THE BANK INTO AN OBJECT OF THE TAKEOVER
PHANTASIES OF PREVIOUSLY FAR INFERIOR COMPETITORS,SUPPORTS
THE BOYS WHO SHOULD HAVE THROWN HIM OUT LONG
BEFORE, BUT WHO APPARENTLY WERE NOT EVEN MENTALLY
IN A POSITION TO DO SO. IT IS NOT THE JOB OF
A DEUTSCHE BANK SHAREHOLDER TO CONTINUE TO PROVIDE
A PLATFORM FOR KOPPER &SONS - AS WELT AM
SONNTAG PUT IT SO NICELY - ON WHICH THE OLD
BOY AND HIS SUCCESSORS CAN FIGHT OUT THEIR UNRESOLVED
PROBLEMS.THE TIME HAS COME TO CLEAR UP THE MATTER
ONCE AND FOR ALL.
* IT IS PROPOSED THAT RATIFICATION OF THE ACTS Non-Voting
OF MANAGEMENT OF THE SUPERVISORY BOARD BE REFUSED.
REASONS: IN JUST A FEW YEARS SUBSTANTIAL PARTS
OF THE SHAREHOLDERS ASSETS HAVE BEEN SUCCESSFULLY
TRANSFERRED TO MANAGEMENT BY MEANS OF SHARE-BASED
COMPENSATION SCHEMES.IF ONE ADDS UP ALL SHARE-BASED
COMPENSATION SCHEMES MENTIONED IN THE LATEST
ANNUAL REPORT,MANAGEMENT TAKES ABOUT 20 %OF THE
BANK S POTENTIAL VALUE GROWTH.THIS DOES NOT
INCLUDE SHARES FROM ALREADY EXPIRED STOCK OPTION
PROGRAMS AND POSSIBLY STILL IN THE HANDS OF SENIOR
EXECUTIVES.IN ADDITION,IF YOU CONSIDER THAT IN
FEBRUARY 2003,I.E.COINCIDING PRETTY CLOSELY WITH
A LONG TIME STOCK MARKET LOW, MORE THAN 14 MILLION
OPTIONS WERE AWARDED WHICH BY NOW ARE DEEP IN
THE MONEY, YOU GET THE IMPRESSION THAT THE SUPERVISORY
BOARD AT LEAST LOOKS ON PASSIVELY AND POSSIBLY
EVEN GIVES ACTIVE SUPPORT AS MANAGEMENT ENRICHES
ITSELF WITHOUT CREATING ADDED VALUE FOR THE SHAREHOLDER.IF
THE SUPERVISORY BOARD INTENDS TO HELP MANAGEMENT
GET ITS HANDS ON THE ENTIRE BANK,THEN IT SHOULD
DO SO OPENLY AND PUT A MANAGEMENT BUYOUT ON THE
AGENDA INSTEAD OF JUST ASSISTING WITH THE CONTINUOUS
IMPAIRMENT OF SHAREHOLDERS ASSETSIF THE BIG
MONEYGRABBERS FROM THE INVESTMENT BANK CONSIDER
THEIR EXCESSIVE COMPENSATION AS BEING MARKET
STANDARD THEY SHOULD ALSO TAKE THE RISK OF A
BEAR MARKET BY ACQUIRING DEUTSCHE BANK IN FULL
INSTEAD OF CASHING IN WHEN TIMES ARE GOOD AND
LEAVING THE RISK OF LOSSES TO SHAREHOLDERS IN
BAD TIMES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
A. *Management Position Unknown
B. *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
* *Management Position Unknown
TOYS 'R' US, INC. TOY ANNUAL MEETING DATE: 06/02/2004
ISSUER: 892335100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROANN COSTIN Management For For
JOHN H. EYLER, JR. Management For For
ROGER N. FARAH Management For For
PETER A. GEORGESCU Management For For
CINDA A. HALLMAN Management For For
CALVIN HILL Management For For
NANCY KARCH Management For For
NORMAN S. MATTHEWS Management For For
ARTHUR B. NEWMAN Management For For
FRANK R. NOONAN Management For For
02 STOCKHOLDER PROPOSAL REGARDING VOTING. Shareholder Against For
CIPHERGEN BIOSYSTEMS, INC. CIPH ANNUAL MEETING DATE: 06/03/2004
ISSUER: 17252Y104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES L. RATHMANN Management For For
MICHAEL J. CALLAGHAN Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2004.
03 TO APPROVE THE AMENDED AND RESTATED 2000 STOCK Management Against Against
PLAN.
04 TO APPROVE AN AMENDMENT TO RESERVE AN ADDITIONAL Management For For
250,000 SHARES OF THE COMPANY S COMMON STOCK
FOR ISSUANCE UNDER THE 2000 EMPLOYEE STOCK PURCHASE
PLAN.
PERFORMANCE TECHNOLOGIES, INC. PTIX ANNUAL MEETING DATE: 06/03/2004
ISSUER: 71376K102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
STUART B. MEISENZAHL Management For
JOHN M. SLUSSER Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
02 For
HYPO REAL ESTATE HOLDING AG, MUENCHEN OGM MEETING DATE: 06/04/2004
ISSUER: D3449E108000 ISIN: DE0008027707 BLOCKING
SEDOL: 7681248, 7696866
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN ANNUAL GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2003 WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management For *Management Position Unknown
PROFIT OF EUR 37,387,794.26 TO CARRIED FORWARD
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 201,108,261 THROUGH
THE ISSUE ON NEW SHARES AGAINST PAYMENT IN CASH
OR KIND, ON OR BEFORE 03 JUN 2009; AND AUTHORIZE
BOARD OF MANAGING DIRECTORS, TO EXCLUDE THE SUBSCRIPTIONS
RIGHTS OF SHAREHOLDERS FOR THE ISSUE OF SHARES
AGAINST PAYMENT IN KIND; SHAREHOLDERS SHALL GRANTED
SUBSCRIPTIONS RIGHTS FOR THE ISSUE OF SHARES
AGAINST CASH PAYMENT, EXCEPT FOR RESIDUAL AMOUNTS,
FOR THE ISSUE OF SHARES AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, AND INSOFAR AS SUBSCRIPTIONS
RIGHTS ARE GRANTED TO HOLDERS OF CONVERSION OR
OPTION RIGHTS; AND AMEND THE ARTICLES OF ASSOCIATION
CORRESPONDINGLY
7. APPROVE THE REMUNERATION OF EUR 60,000 FOR EACH Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD, EXCEPT THE CHAIRMAN,
WHO RECEIVE EUR 90,000
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS UP TO EUR 450,000,000, HAVING A TERM OF
UP TO 20 YEARS AND CONFERRING A CONVERSION OR
OPTION RIGHT FOR NEW SHARES OF THE COMPANY, ON
OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL GRANTED
SUBSCRIPTIONS RIGHTS, EXCEPT FOR ISSUE OF BONDS
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE, FOR ISSUE OF BONDS AGAINST PAYMENT
IN KIND, FOR RESIDUAL AMOUNTS, AND INSOFAR AS
SUBSCRIPTIONS RIGHTS ARE GRANTED TO HOLDERS OF
CONVERSION OR OPTION RIGHTS; THE SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 40,221,651,
INSOFAR AS CONVERSION OR OPTION RIGHTS ARE EXERCISED;
AND AMEND THE ARTICLES OF ASSOCIATION CORRESPONDINGLY
8. APPROVE TO CONVERT 3,638,400 NON-VOTING PREFERENCE Management For *Management Position Unknown
SHARES OF THE COMPANY TO THE SAME NUMBER OF VOTING
ORDINARY SHARES THROUGH THE REVOCATION OF THE
PREFERENCE RIGHT AS PER SECTION 4(2) OF THE
ARTICLES OF ASSOCIATION; THE FORMER PREFERENCE
SHAREHOLDERS SHALL RETAIN THE RIGHT TO RECEIVE
THE PREFERENCE DIVIDEND OF EUR 0.128 FOR THE
FY 2002 AND 2003
9. APPROVE THE SEPARATE RESOLUTION OF THE ORDINARY Management For *Management Position Unknown
SHAREHOLDERS ON THE CONVERSION OF PREFERENCE
SHARES AS PER RESOLUTION 8
10. AMEND ARTICLES OF ASSOCIATION IN RESPECT OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AS, SECTION7, REGARDING SUPERVISORY
BOARD COMPRISING 6 MEMBERS, SECTION 10, REGARDING
4 MEMBERS CONSTITUTING A SUPERVISORY BOARD QUORUM,
SECTION 11, REGARDING A FIXED ANNUAL REMUNERATION
OF EUR 60,000 FOR THE MEMBERS OF THE SUPERVISORY
BOARD, ONE AND A HALF TIMES THE AMOUNT FOR THE
CHAIRMAN AND ONE QUARTER TIMES FOR HIS DEPUTY
11. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
12. APPOINT KPMG, BERLIN AND FRANKFURT, AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2004
METRO AG, DUESSELDORF AGM MEETING DATE: 06/04/2004
ISSUER: D53968125000 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 345,261,366.62 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.020 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.122 PER PREFERENCE
SHARE; EUR 11,664,934.51 SHALL BE CARRIED FORWARD;
AND EX-DIVIDEND AND PAYABLE DATE: 07 JUN 2004
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT FASSELT + PARTNER, DUISBURG, AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2004
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN ORDINARY Management For *Management Position Unknown
AND/OR PREF. SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NOT DIFFERING MORE THAN 20%.
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
04 DEC 2005; TO FLOAT THE SHARES ON FOREIGN STOCK
EXCHANGES, TO OFFER THE SHARES TO THIRD PARTIES
IN CONNECTION WITH MERGERS AND ACQUISITIONS,
TO RETIRE THE SHARES, TO DISPOSE OF THE SHARES
IN ANOTHER MANNER IF THEY ARE SOLD AT A PRICE
NOT MATERIALLY BELOW THEIR MARKET PRICE, AND
TO USE THE SHARES FOR SATISFYING EXISTING CONV.
OR OPTION RIGHTS OR WITHIN THE SCOPE OF THE COMPANY
S STOCK OPTION PLAN
7. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management For *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 100,000,000 THROUGH THROUGH
THE ISSUE OF NEW SHARES AGAINST CASH PAYMENT,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR THE
BONDHOLDERS, AND FOR A CAPITAL INCREASE OF UP
TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES; AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION OF UP TO EUR
85,000,000 AGAINST CONTRIBUTIONS IN KIND, AND
IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE
OR OPTION RIGHTS AND CORRESPONDINGLY AMEND THE
ARTICLES OF ASSOCIATION
8. AUTHORIZE THE BOARD OF DIRECTORS WITH THE CONSENT Management For *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO TO EUR 125,000,000 THROUGH
THROUGH THE ISSUE OF NEW ORDINARY SHARES AGAINST
PAYMENT IN KIND, ON OR BEFORE 03 JUN 2009; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED; AND CORRESPONDINGLY
AMEND THE ARTICLES OF ASSOCIATION
9. AUTHORIZE THE BOARD OF MDS SHALL BE AUTHORIZED, Management For *Management Position Unknown
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
ISSUE BONDS OF UP TO EUR 1,000,000,000, HAVING
A TERM OF UP TO15 YEARS AND CONFERRING OPTION
AND/OR CONV.RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 03 JUN 2009; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO OTHER
BONDHOLDERS, AND FOR THE ISSUE OF BONDS AT A
PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE; THE SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 127,825,000 THROUGH
THE ISSUE OF UP TO 50,000,000 NEW ORDINARY SHARES,
INSOFAR AS OPTION AND/OR CONV. RIGHTS ARE EXERCISED;
AND CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
10. APPROVE THAT EACH MEMBER OF THE SUPERVISORY BOARD Management For *Management Position Unknown
SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF
EUR 35,000 PLUS A VARIABLE REMUNERATION OF EUR
600 FOR EVERY EUR 25,000,000 OF THE EBT IN EXCESS
OF AN AVERAGE EBT OF EUR 100,000,000 DURING THE
LAST THREE YEARS; THE CHAIRMAN SHALL RECEIVE
THREE TIMES, THE DEPUTY CHAIRMAN AND CHAIRMEN
OF SUPERVISORY BOARD COMMITTEES TWICE, COMMITTEE
MEMBERS ONE AND HALFTIMES, THESE AMOUNTS; AND
CORRESPONDINGLY AMEND THE ARTICLES OF ASSOCIATION
NEWPARK RESOURCES, INC. NR ANNUAL MEETING DATE: 06/09/2004
ISSUER: 651718504 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JERRY W. BOX Management For For
W. THOMAS BALLANTINE Management For For
JAMES D. COLE Management For For
DAVID P. HUNT Management For For
ALAN J. KAUFMAN Management For For
JAMES H. STONE Management For For
ROGER C. STULL Management For For
F. WALKER TUCEI, JR. Management For For
02 PROPOSAL TO ADOPT THE 2004 NON-EMPLOYEE DIRECTORS Management For For
STOCK OPTION PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF AUDITORS. Management For For
SYLVAN INC. SYLN SPECIAL MEETING DATE: 06/09/2004
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED NOVEMBER 16, 2003, AND ENTERED INTO AMONG
SYLVAN INC., SNYDER ASSOCIATED COMPANIES, INC.
AND SAC HOLDING CO. AND THE MERGER CONTEMPLATED
THEREBY.
AVENTIS MIX MEETING DATE: 06/11/2004
ISSUER: F0590R100000 ISIN: FR0000130460 BLOCKING
SEDOL: 4736817, 5416839, 7166002
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
E.8 AMEND PARAGRAPH 2 OF ARTICLE 11 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION TO CHANGE THE TERM
OF APPOINTMENT OF MEMBERS OF THE MANAGEMENT BOARD
TO 3 YEARS FROM 5 YEARS
O.10 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. JEAN-MARC BRUEL AS A MEMBER OF SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.11 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MARTIN FRUHAUF AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.12 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. SERGE KAMPF AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.13 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. HUBERT MARKL AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.14 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. GUNTER METZ AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.15 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. DIDIER PINEAU-VALENCIENNE AS A MEMBER
OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.16 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. SEHAM RAZZOUQI AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For
FOR THE YE 31 DEC 2003 SHOWING A CONSOLIDATED
NET PROFIT OF EUR 1,901,270,000
O.4 APPROVE THE AGREEMENTS MENTIONED IN THE AUDITORS Management For
SPECIAL REPORT REGULATED AGREEMENTS
O.5 AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE UP Management For
TO A MAXIMUM OF 80,229,280 OF THE COMPANY S OWN
SHARES, OR LESS THAN 10% OF THE NUMBER OF SHARES
OUTSTANDING FOR THE FOLLOWING PURPOSES: A) STABILIZE
THE TRADING PRICE OF THE COMPANY S STOCK; B)
BUY AND TO SELL THE COMPANY S SHARES IN CONSIDERATION
OF MARKET CONDITIONS; C) GRANT SHARES TO EMPLOYEES
OR DIRECTORS AND OFFICERS OF THE COMPANY; D)
HOLD SUCH SHARES AND TRANSFER THEM BY ANY MEANS,
INCLUDING BY MEANS OF OPTION TRANSACTIONS, IN
PARTICULAR VIA THEIR SALE ON THE STOCK MARKET
OR OVER THE COUNTER, THE SALE OF BLOCKS OF SHARES
IN CONNECTION WITH PUBLIC PURCHASE, EXCHANGE
OR SALE OFFERINGS, AND THE PURCHASE OR THE SALE
OF BUY OR SELL OPTIONS; E) USE SUCH SHARES IN
ANY OTHER APPROPRIATE MANNER TO OPTIMIZE THE
MANAGEMENT OF THE STOCKHOLDERS EQUITY OF THE
COMPANY AND TO EFFECT TRANSACTIONS TO FURTHER
THE EXTERNAL GROWTH OF THE COMPANY; F) CANCEL
THE ACQUIRED SHARES; MAXIMUM PURCHASE PRICE SHALL
NOT EXCEED EUR 100 AND THE MINIMUM SALE PRICE
SHALL NOT BE LESS THAN EUR 50; AUTHORIZATION
IS GRANTED FOR A PERIOD OF 18 MONTHS
O.17 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MICHEL RENAULT AS A MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.18 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. HANS-JURGEN SCHINZLER AS A MEMBER OF THE
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.19 APPROVE THE RENEWAL OF THE TERM OF APPOINTMENT Management For
OF MR. MARC VIENOT AS A MEMBEROF THE SUPERVISORY
BOARD FOR A PERIOD OF 3 YEARS
O.20 GRANT FULL POWERS TO THE BEARER OF A COPY OR Management For
EXTRACT OF THE MINUTES OF THIS MEETING TO UNDERTAKE
ANY FORMALITIES FOR PUBLIC NOTICE OR RECORDING
PURPOSES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.6 APPOINT MR. YVES NICOLAS AS A SUBSTITUTE AUDITOR Management For
UNTIL THE CLOSE OF THE GENERAL MEETING CONVENED
TO VOTE ON THE ACCOUNTS FOR 2005
E.9 AMEND PARAGRAPH 2 OF ARTICLE 13 OF THE COMPANY Management For
S ARTICLES OF ASSOCIATION TO CHANGE THE TERM
OF APPOINTMENT OF NEW SUPERVISORY BOARD MEMBERS
TO 3 YEARS FROM 5 YEARS
E.7 APPROVE TO COMPLY WITH THE NEW PROVISIONS OF Management For
ARTICLE L.233-7 OF THE FRENCH COMMERCIAL CODE
TO AMEND PARAGRAPHS 1.A, 1.B AND 3 OF ARTICLE
7 OF THE COMPANY S ARTICLES OF ASSOCIATION, PERTAINING
TO THE NOTICE PERIOD FOR DECLARING THE CROSSING
OF THRESHOLDS IN THE COMPANY S SHARE CAPITAL
AND THAT THIS PERIOD BE REDUCED TO 5 TRADING
DAYS AS FROM THE DATE ON WHICH THE THRESHOLD
HAS BEEN CROSSED FROM 15 DAYS
O.1 APPROVE THE COMPANY S FINANCIAL STATEMENTS THE Management For
PARENT-COMPANY FINANCIAL STATEMENTS FOR THE
YE 31 DEC 2003 SHOWING A NET PROFIT OF EUR 847,051,268.13
O.3 APPROVE THE APPROPRIATION OF EARNINGS AND A NET Management For
DIVIDEND OF EUR 0.82 ASSOCIATED WITH A TAX CREDIT
OF EUR 0.41 FOR A GROSS DIVIDEND OF EUR 1.23
AND THAT THE COUPON BE DETACHED ON 15 JUN 2004
AND THE DIVIDEND BE PAYABLE IN EUROS AS OF 15
JUL 2004
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
E.8 *Management Position Unknown
O.10 *Management Position Unknown
O.11 *Management Position Unknown
O.12 *Management Position Unknown
O.13 *Management Position Unknown
O.14 *Management Position Unknown
O.15 *Management Position Unknown
O.16 *Management Position Unknown
O.2 *Management Position Unknown
O.4 *Management Position Unknown
O.5 *Management Position Unknown
O.17 *Management Position Unknown
O.18 *Management Position Unknown
O.19 *Management Position Unknown
O.20 *Management Position Unknown
* *Management Position Unknown
O.6 *Management Position Unknown
E.9 *Management Position Unknown
E.7 *Management Position Unknown
O.1 *Management Position Unknown
O.3 *Management Position Unknown
DEUTSCHE LUFTHANSA AG AGM MEETING DATE: 06/16/2004
ISSUER: D1908N106000 ISIN: DE0008232125
SEDOL: 2144014, 5287488, 7158430
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
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 MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. AMEND THE ARTICLE OF ASSOCIATION IN RESPECT OF Management For *Management Position Unknown
THE SHAREHOLDER MEETING HAVING THE POWER TO APPROVE
STOCK DIVIDENDS
5. AUTHORIZE: THE COMPANY TO ACQUIRE SHARES OWN Management For *Management Position Unknown
SHARES UP TO 10% OF THE SHARE CAPITAL, AT A PRICE
NOT DEVIATING MORE THAN 10% FROM THEIR MARKET
PRICE OF THE SHARES, ON OR BEFORE 15 DEC 2005;
AND THE BOARD OF MANAGING DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY AND ITS AFFILIATES AND TO RETIRE
THE SHARES
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE
THE SHARE CAPITAL BY UP TO EUR 25,000,000 THROUGH
THE ISSUE OF NEW REGISTERED NO-PAR SHARES TO
EMPLOYEES AGAINST CASH PAYMENT, ON OR BEFORE
15 JUN 2009; AND APPROVE THE CREATION OF AUTHORIZED
CAPITAL B IN CONNECTION WITH THE ISSUE OF EMPLOYEE
SHARES THAT THE SHAREHOLDERS NOT BE GRANTED SUBSCRIPTION
RIGHTS AND AMEND THE CORRESPONDING ARTICLE OF
ASSOCIATION
7. APPOINT DUSSELDORF, PWC, AS THE AUDITORS FOR Management For *Management Position Unknown
THE FY 2004
* PLEASE BE ADVISED THAT DEUTSCHE LUFTHANSA AG Non-Voting *Management Position Unknown
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE. THANK YOU
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/17/2004
ISSUER: 855030102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ARTHUR M. BLANK Management For
GARY L. CRITTENDEN Management For
MARTIN TRUST Management For
PAUL F. WALSH Management For
02 TO APPROVE STAPLES 2004 STOCK INCENTIVE PLAN. Management For
03 TO APPROVE STAPLES AMENDED AND RESTATED 1998 Management For
EMPLOYEE STOCK PURCHASE PLAN.
04 TO APPROVE STAPLES AMENDED AND RESTATED INTERNATIONAL Management For
EMPLOYEE STOCK PURCHASE PLAN.
05 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
06 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder Against
RIGHTS PLANS.
07 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder For
INPUT ON POISON PILLS.
08 TO ACT ON A SHAREHOLDER PROPOSAL ON COMMONSENSE Shareholder Against
EXECUTIVE COMPENSATION.
09 TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR INDEPENDENCE. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 Against
08 For
09 For
NTT DOCOMO INC, TOKYO AGM MEETING DATE: 06/18/2004
ISSUER: J59399105000 ISIN: JP3165650007
SEDOL: 5559079, 6129277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE PROFIT APPROPRIATION FOR 13 TERM: Management For *Management Position Unknown
DIVIDENDS FOR THE CURRENT TERM AS JPY 1000 PER
SHARE JPY 1500 ON A YEARLY BASIS
2. APPROVE THE ACQUISITION OF THE COMPANY S OWN Management For *Management Position Unknown
SHARES UP TO 2,500,000 OF ITS OWN SHARES UP
TO JPY 600,000,000,000 IN VALUE IN ACCORDANCE
WITH THE COMMERCIAL CODE 210
3. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
4.1 ELECT MR. MASAO NAKAMURA AS A DIRECTOR Management For *Management Position Unknown
4.2 ELECT MR. MASAYUKI HIRATA AS A DIRECTOR Management For *Management Position Unknown
4.3 ELECT MR. KUNIO ISHIKAWA AS A DIRECTOR Management For *Management Position Unknown
4.4 ELECT MR. SEIJIROU ADACHI AS A DIRECTOR Management For *Management Position Unknown
4.5 ELECT MR. KEIICHI ENOKI AS A DIRECTOR Management For *Management Position Unknown
4.6 ELECT MR. YASUHIRO KADOWAKI AS A DIRECTOR Management For *Management Position Unknown
4.7 ELECT MR. TAKANORI UTANO AS A DIRECTOR Management For *Management Position Unknown
4.8 ELECT MR. KIYOYUKI TSUJIMURA AS A DIRECTOR Management For *Management Position Unknown
4.9 ELECT MR. SHUNICHI TAMARI AS A DIRECTOR Management For *Management Position Unknown
4.10 ELECT MR. TAKASHI SAKAMOTO AS A DIRECTOR Management For *Management Position Unknown
4.11 ELECT MR. SHUUROU HOSHIZAWA AS A DIRECTOR Management For *Management Position Unknown
4.12 ELECT MR. YOSHIAKI UGAKI AS A DIRECTOR Management For *Management Position Unknown
4.13 ELECT MR. HIDEKI NIIMI AS A DIRECTOR Management For *Management Position Unknown
4.14 ELECT MR. YOUJIROU INOUE AS A DIRECTOR Management For *Management Position Unknown
4.15 ELECT MR. HARUNARI FUTATSUGI AS A DIRECTOR Management For *Management Position Unknown
4.16 ELECT MR. BUNYA KUMAGAI AS A DIRECTOR Management For *Management Position Unknown
4.17 ELECT MR. SEIJI TANAKA AS A DIRECTOR Management For *Management Position Unknown
4.18 ELECT MR. HIROAKI NISHIOKA AS A DIRECTOR Management For *Management Position Unknown
4.19 ELECT MR. FUMIO NAKANISHI AS A DIRECTOR Management For *Management Position Unknown
4.20 ELECT MR. AKIO OOSHIMA AS A DIRECTOR Management For *Management Position Unknown
4.21 ELECT MR. MASATOSHI SUZUKI AS A DIRECTOR Management For *Management Position Unknown
4.22 ELECT MR. FUMIO IWASAKI AS A DIRECTOR Management For *Management Position Unknown
4.23 ELECT MR. TSUYOSHI NISHIYAMA AS A DIRECTOR Management For *Management Position Unknown
4.24 ELECT MR. KEIJI TACHIKAWA AS A DIRECTOR Management For *Management Position Unknown
4.25 ELECT MR. MASAYUKI YAMAMURA AS A DIRECTOR Management For *Management Position Unknown
5. ELECT MR. SHOUICHI MATSUHASHI AS A STATUTORY Management For *Management Position Unknown
AUDITOR IN PLACE OF MR. KIYOTO UEHARA
6. GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS Management For *Management Position Unknown
AND THE CORPORATE AUDITOR
TESCO PLC AGM MEETING DATE: 06/18/2004
ISSUER: G87621101000 ISIN: GB0008847096
SEDOL: 0884709, 5469491, 5474860
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 28 FEB 2004
10. ELECT MR. RICHARD BRASHER AS A DIRECTOR Management For *Management Position Unknown
12. ELECT MR. E. MERVYN DAVIES AS A DIRECTOR Management For *Management Position Unknown
14. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID AND APPROVE THAT THEIR REMUNERATION
BE FIXED BY THE DIRECTORS
16. AUTHORIZE THE DIRECTORS, IN PLACE OF THE EQUIVALENT Management For *Management Position Unknown
AUTHORITY CONFERRED ON THE DIRECTORS AT THE LAST
AGM, TO EXERCISE THE POWER CONTAINED IN THE ARTICLES
TO OFFER THE HOLDERS OF ORDINARY SHARES OF 5P
EACH IN THE CAPITAL OF THE COMPANY THE SHARES
THE RIGHT TO RECEIVE NEW SHARES, CREDITED AS
FULLY PAID, INSTEAD OF THE CASH AMOUNT WHICH
WOULD OTHERWISE BE DUE TO THEM IN RESPECT OF
ANY DIVIDENDS INCLUDING INTERIM DIVIDENDS PAID
BY THE DIRECTORS OR DECLARED BY THE COMPANY ,
INCLUDING THE FINAL DIVIDEND FOR THE FYE ON 28
FEB 2004, DURING THE PERIOD OF FIVE YEARS FROM
THE DATE OF THIS RESOLUTION
17. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 15 AND IN PLACEOF THE EQUIVALENT
AUTHORITY CONFERRED ON THE DIRECTORS AT THE LAST
AGM AND IN ACCORDANCE WITH SECTION 80 OF THE
COMPANIES ACT 1985 CA 1985 , TO ALLOT RELEVANT
SECURITIES SECTION 80(2) CA 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 128.07 MILLION; AUTHORITY
EXPIRES ON 18 JUN 2009 ; AND THE COMPANY MAY
MAKE AN OFFER OR AGREEMENT BEFORE THE EXPIRY
OF SUCH AUTHORITY WHICH WOULD OR MIGHTY REQUIRE
RELEVANT SECURITIES TO BE ALLOTTED AFTER 18 JUN
2009 AND THE DIRECTORS MAY ALLOT SUCH SECURITIES
PURSUANT TO SUCH OFFER OR AGREEMENT MADE PRIOR
TO SUCH EXPIRY
S.18 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 CA 1985, TO ALLOT EQUITY SECURITIES FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 CA 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
CA 1985 , PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN
CONNECTION WITH AN OFFER OF SUCH SECURITIES BY
WAY OF RIGHTS ISSUE; AND II) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 19.21 MILLION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY S NEXT AGM OR 15 MONTHS ; AND THE COMPANY
MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES
TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF ANY
SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT
EXPIRED
S.19 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) CA 1985 OF UPTO 768.44 MILLION
SHARES OF 5P EACH IN THE COMPANY, AT A MINIMUM
PRICE OF 5P AND NOT MORE THAN 105% OF THE AVERAGE
OF THE MIDDLE MARKET QUOTATIONS OF A SHARE AS
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2005 OR18 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.4 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
THE ARTICLES BY DELETING ARTICLE 90 AND REPLACING
IT WITH A NEW ONE
20. AUTHORIZE TESCO STORES CR, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 28 FEB 2004
6. RE-ELECT MR. PHILIP CLARKE AS A DIRECTOR Management For *Management Position Unknown
8. RE-ELECT MR. VERONIQUE MORALI AS A DIRECTOR Management For *Management Position Unknown
3. DECLARE A FINAL DIVIDEND OF 4.77 PENCE PER SHARE Management For *Management Position Unknown
5. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For *Management Position Unknown
9. RE-ELECT MR. GRAHAM PIMLOTT AS A DIRECTOR Management For *Management Position Unknown
11. ELECT MR. KEN HYDON AS A DIRECTOR Management For *Management Position Unknown
13. ELECT MR. DAVID REID AS A DIRECTOR Management For *Management Position Unknown
15. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 481,600,000 TO GBP 530,000,000
BY THE CREATION OF 968,000,000 ORDINARY SHARES
OF 5P EACH
21. AUTHORIZE TESCO STORES SR, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
22. AUTHORIZE TESCO GLOBAL RT, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
23. AUTHORIZE TESCO POLSKA SP, A WHOLLY OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 25,000 IN TOTAL, DURING ANY FY
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE COMPANY S AGM IN 2007
24. APPROVE THE TESCO PLC PERFORMANCE SHARE PLAN Management For *Management Position Unknown
2004 AND AUTHORIZE THE DIRECTORSTO DO ALL ACTS
AND THINGS NECESSARY TO ESTABLISH AND CARRY INTO
EFFECT
25. APPROVE THE TESCO PLC 2004 DISCRETIONARY SHARE Management For *Management Position Unknown
OPTION PLAN AND AUTHORIZE THE DIRECTORS TO DO
ALL ACTS AND THINGS NECESSARY TO ESTABLISH AND
CARRY IT INTO EFFECT AND TO MAKE ANY AMENDMENTS
REQUIRED TO THE APPROVED PART OF THE DISCRETIONARY
SHARE OPTION PLAN IN ORDER TO OBTAIN OR MAINTAIN
INLAND REVENUE APPROVAL
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2004
ISSUER: 835699307 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
C1 TO AMEND A PART OF THE ARTICLES OF INCORPORATION. Management For For
C2 TO ELECT 16 DIRECTORS. Management Abstain Against
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
C4 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF SUBSIDIARY TRACKING STOCK OF THE CORPORATION
FOR THE PURPOSE OF GRANTING STOCK OPTIONS.
S5 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS OF REMUNERATION
AND OTHER AMOUNTS PAID TO EACH DIRECTOR AND CORPORATE
EXECUTIVE OFFICER.
TRANSKARYOTIC THERAPIES, INC. TKTX ANNUAL MEETING DATE: 06/22/2004
ISSUER: 893735100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. ASTRUE Management For For
WALTER GILBERT Management For For
DENNIS H. LANGER Management For For
JONATHAN S. LEFF Management For For
RODMAN W. MOORHEAD, III Management For For
LYDIA VILLA-KOMAROFF Management For For
WAYNE P. YETTER Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
BANCA INTESA SPA, MILANO EGM MEETING DATE: 06/23/2004
ISSUER: T17074104000 ISIN: IT0000072618 BLOCKING
SEDOL: 2871787, 4076836, 5465949
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
24 JUN 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management Take No Action
BY AMENDING THE ARTICLES 2, 5, 8, 9, 10, 11,
14, 18, 19, 23, AND 31 WITH THE CONSEQUENT RENUMBERING
OF THE TITLE AND THE ARTICLE
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
1. *Management Position Unknown
FOMENTO DE CONSTRUCCIONES Y CONTRATAS SA FCC, BARCELONA OGM MEETING DATE: 06/23/2004
ISSUER: E52236143000 ISIN: ES0122060314
SEDOL: 5787115, 5788152
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE AND EXAMINE, WHERE APPROPRIATE, THE ANNUAL Management For *Management Position Unknown
ACCOUNTS (BALANCE SHEET, INCOME STATEMENT AND
ANNUAL REPORT) AND THE MANAGEMENT OF THE FOMENTO
DE CONSTRUCCIONES Y CONTRATAS S.A. AND ITS CONSOLIDATED
GROUP, RELATING TO 2003
2. APPROVE THE DISTRIBUTION OF 2003 EARNINGS Management For *Management Position Unknown
3. AMEND THE ARTICLES 12, 19, 23 , 24, 33 AND 34 Management For *Management Position Unknown
OF THE CORPORATE BY LAWS
4. APPROVE THE REGULATIONS OF THE SHAREHOLDERS MEETINGS Management For *Management Position Unknown
5. RATIFY, APPOINT AND RENEW THE DIRECTORS Management For *Management Position Unknown
6. GRANT AUTHORITY FOR THE DERIVATIVE ACQUISITION Management For *Management Position Unknown
OF ITS OWN CAPITAL SHARES DIRECTLY OR THROUGH
ITS SUBSIDIARIES WITHIN THE LEGAL REQUIREMENTS
AND LIMITS
7. APPROVE THE RENEWAL OF THE AUDITORS ACCOUNT FOR Management For *Management Position Unknown
THE COMPANY AND ITS CONSOLIDATED GROUP
8. AUTHORIZE THE BOARD TO INTERPRET, CORRECT, COMPLEMENT, Management For *Management Position Unknown
EXECUTE AND DEVELOP THE AGREEMENTS ADOPTED BY
THE MEETING
9. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
THE KROGER CO. KR ANNUAL MEETING DATE: 06/24/2004
ISSUER: 501044101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. CLENDENIN Management For For
DAVID B. DILLON Management For For
DAVID B. LEWIS Management For For
DON W. MCGEORGE Management For For
W. RODNEY MCMULLEN Management For For
SUSAN M. PHILLIPS Management For For
02 APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. Management For For
03 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS
TO BE ELECTED ANNUALLY.
04 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS.
05 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder Against For
TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE
AGREEMENTS.
UNICREDITO ITALIANO SPA, GENOVA MIX MEETING DATE: 06/25/2004
ISSUER: T95132105000 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 JUN 2004 AND THIRD CALL ON 29 JUN 2004. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE
BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU
E.1 AMEND THE ARTICLE OF THE BY-LAWS AND INTRODUCE Management Take No Action
THE NEW ARTICLE AND TO REMOVE THE MEETING REGULATION
AS A PART OF THE BY-LAWS
O.1 APPROVE THE UNICREDITO ITALIANO MEETING REGULATION Management Take No Action
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
* *Management Position Unknown
E.1 *Management Position Unknown
O.1 *Management Position Unknown
SHELL TRANSPORT & TRADING CO PLC AGM MEETING DATE: 06/28/2004
ISSUER: 822703104000 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management *Management Position Unknown
OF THE COMPANY FOR THE YE 31 DEC 2003
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management *Management Position Unknown
DEC 2003, ACCOUNTS 2003 AND THE SUMMARIZED IN
THE SUMMARY ANNUAL REPORT AND THE ACCOUNTS 2003
3. ELECT MR. MALCOLM BRINDED AS A DIRECTOR Management *Management Position Unknown
4. RE-ELECT DR. EILEEN BUTTLE AS A DIRECTOR Management *Management Position Unknown
5. RE-ELECT MR. LUIS GIUSTI AS A DIRECTOR Management *Management Position Unknown
6. RE-ELECT MISS. MARY (NINA) HENDERSON AS A DIRECTOR Management *Management Position Unknown
7. RE-ELECT MR. LORD OXBOURGH AS A DIRECTOR Management *Management Position Unknown
8. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management *Management Position Unknown
OF THE COMPANY
9. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management *Management Position Unknown
OF THE AUDITORS FOR 2004
S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management *Management Position Unknown
SECTION 163 OF UP TO 483,000,000 ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P PER SHARE AND UP TO 105%
OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM 2005 OF THE COMPANY OR 31 JUL
2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE
A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
KOMERI CO LTD AGM MEETING DATE: 06/29/2004
ISSUER: J3590M101000 ISIN: JP3305600003
SEDOL: 6496250
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY13, FINAL JY 14, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3 ELECT DIRECTOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUS FOR DIRECTOR Management For *Management Position Unknown
NINTENDO CO LTD, KYOTO AGM MEETING DATE: 06/29/2004
ISSUER: J51699106000 ISIN: JP3756600007
SEDOL: 50
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management *Management Position Unknown
DIVIDENDS: INTERIM JPY70, FINAL JPY 70, SPECIAL
JPY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management *Management Position Unknown
AT BOARD S DISCRETION
3.1 ELECT MR. ATSUSHI ASADA AS A DIRECTOR Management *Management Position Unknown
3.2 ELECT MR. SATORU IWATA AS A DIRECTOR Management *Management Position Unknown
3.3 ELECT MR. YOSHIHIRO MORI AS A DIRECTOR Management *Management Position Unknown
3.4 ELECT MR. SHINJI HATANO AS A DIRECTOR Management *Management Position Unknown
3.5 ELECT MR. GENYOU TAKEDA AS A DIRECTOR Management *Management Position Unknown
3.6 ELECT MR. SHIGERU MIYAMOTO AS A DIRECTOR Management *Management Position Unknown
3.7 ELECT MR. MASAHARU MATSUMOTO AS A DIRECTOR Management *Management Position Unknown
3.8 ELECT MR. NOBUO NAGAI AS A DIRECTOR Management *Management Position Unknown
3.9 ELECT MR. EIICHI SUZUKI AS A DIRECTOR Management *Management Position Unknown
3.10 ELECT MR. KAZUO KAWAHARA AS A DIRECTOR Management *Management Position Unknown
3.11 ELECT MR. TATSUMI KIMISHIMA AS A DIRECTOR Management *Management Position Unknown
3.12 ELECT MR. HIROSHI YAMAUCHI AS A DIRECTOR Management *Management Position Unknown
4.1 APPOINT MR. YOSHIROU KITANO AS AN INTERNAL STATUTORY Management *Management Position Unknown
AUDITOR
4.2 APPOINT MR. MINORU UEDA AS AN INTERNAL STATUTORY Management *Management Position Unknown
AUDITOR
5 APPROVE RETIREMENT BONUSES FOR DIRECTOR, MR. Management *Management Position Unknown
AKIRA IIJIMA, AND STATUTORY AUDITOR, MR. TAKAYASU
KOJIMA
SHANGRI-LA ASIA LTD SGM MEETING DATE: 06/29/2004
ISSUER: G8063F106000 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE RELEVANT TRANSACTIONS CONTEMPLATED Management For *Management Position Unknown
UNDER THE MASTER AGREEMENT; AND AUTHORIZE THE
BOARD OF DIRECTORS OF THE COMPANY TO TAKE ALL
SUCH ACTIONS AS MAY DEEM NECESSARY OR DESIRABLE
TO IMPLEMENT AND GIVE EFFECT TO THE MASTER AGREEMENT
AND THE RELEVANT TRANSACTIONS CONTEMPLATED UNDER
THE MASTER AGREEMENT
TAKEFUJI CORP AGM MEETING DATE: 06/29/2004
ISSUER: J81335101000 ISIN: JP3463200000
SEDOL: 3568760, 67
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY50, FINAL JY 50, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management For *Management Position Unknown
AT BOARD S DISCRETION
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
3.3 ELECT DIRECTOR Management For *Management Position Unknown
3.4 ELECT DIRECTOR Management For *Management Position Unknown
3.5 ELECT DIRECTOR Management For *Management Position Unknown
3.6 ELECT DIRECTOR Management For *Management Position Unknown
3.7 ELECT DIRECTOR Management For *Management Position Unknown
3.8 ELECT DIRECTOR Management For *Management Position Unknown
3.9 ELECT DIRECTOR Management For *Management Position Unknown
4 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For *Management Position Unknown
STATUTORY AUDITOR
Exeter Fund, Inc. Pro-Blend Moderate Term Series
TICKER: EXBAX
PROXY VOTING RECORD
7/1/2003-6/30/2004
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/23/2003
ISSUER: 755081106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM P. CARMICHAEL Management For For
KENT J. HUSSEY Management For For
PHILIP F. PELLEGRINO Management For For
02 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2003.
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/03/2003
ISSUER: 832248108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH W. LUTER, III Management For For
WENDELL H. MURPHY Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MAY 2, 2004.
KONINKLIJKE AHOLD N.V. AHO ANNUAL MEETING DATE: 09/04/2003
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
3A COMPOSITION OF THE CORPORATE EXECUTIVE BOARD. Management For For
PROPOSAL TO NOMINATE: MR. A.C. MOBERG
3B COMPOSITION OF THE CORPORATE EXECUTIVE BOARD. Management For For
PROPOSAL TO NOMINATE: MR. H.R. RYOPPONEN
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/12/2003
ISSUER: 94769M105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BROOKE Management For For
JAMES V. MANNING Management For For
MARTIN J. WYGOD Management For For
02 TO RATIFY AND APPROVE AN AMENDMENT TO WEBMD S Management Against Against
2000 LONG-TERM INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES THAT MAY BE ISSUED UNDER THE
PLAN BY 9.5 MILLION SHARES TO A TOTAL OF 29.5
MILLION SHARES.
03 TO APPROVE AN AMENDMENT TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK BY 300 MILLION SHARES
TO 900 MILLION SHARES.
ACTIVISION, INC. ATVI ANNUAL MEETING DATE: 09/18/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT A. KOTICK Management For
BRIAN G. KELLY Management For
RONALD DOORNINK Management For
KENNETH L. HENDERSON Management For
BARBARA S. ISGUR Management For
STEVEN T. MAYER Management For
ROBERT J. MORGADO Management For
02 THE APPROVAL OF THE AMENDMENT TO THE AMENDED Management Against
AND RESTATED CERTIFICATE OF INCORPORATION.
03 APPROVAL OF THE ADOPTION OF THE ACTIVISION 2003 Management Against
INCENTIVE PLAN.
04 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING MARCH 31, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
02 Against
03 Against
04 For
APPLERA CORPORATION ABI ANNUAL MEETING DATE: 10/16/2003
ISSUER: 038020103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RICHARD H. AYERS Management For
JEAN-LUC BELINGARD Management For
ROBERT H. HAYES Management For
ARNOLD J. LEVINE Management Withheld
WILLIAM H. LONGFIELD Management For
THEODORE E. MARTIN Management For
CAROLYN W. SLAYMAN Management For
ORIN R. SMITH Management For
JAMES R. TOBIN Management For
TONY L. WHITE Management For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JUNE 30, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
Against
For
For
For
For
For
For
02 For
NDCHEALTH CORPORATION NDC ANNUAL MEETING DATE: 10/23/2003
ISSUER: 639480102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WALTER M. HOFF Management For For
NEIL WILLIAMS Management For For
CARDIAC SCIENCE, INC. DFIB ANNUAL MEETING DATE: 11/17/2003
ISSUER: 141410209 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RAYMOND W. COHEN Management Withheld Against
HOWARD L. EVERS Management For For
PETER CROSBY Management For For
BRIAN H. DOVEY Management For For
RAY E. NEWTON III Management For For
JEFFREY O'DONNELL SR. Management For For
BRUCE BARCLAY Management For For
02 APPROVAL TO AMEND OUR 1997 STOCK OPTION/STOCK Management Against Against
ISSUANCE PLAN.
03 APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS OUR Management For For
INDEPENDENT ACCOUNTANTS.
KONINKLIJKE AHOLD N.V. AHO ANNUAL MEETING DATE: 11/26/2003
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
03 2002 FINANCIAL STATEMENTS. -ADOPTION OF THE ANNUAL Management For For
ACCOUNTS
04 COMPOSITION OF THE EXECUTIVE BOARD. PROPOSAL Management For For
TO APPOINT MR. PETER WAKKIE.
05 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION. Management For For
6A AUTHORIZATION OF THE EXECUTIVE BOARD FOR A PERIOD Management For For
OF 18 MONTHS, EMPOWERING THE EXECUTIVE BOARD,
SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD,
TO ADOPT RESOLUTION: TO ISSUE ANY SHARES OF COMMON
STOCK, CUMULATIVE PREFERRED STOCK AND CUMULATIVE
PREFERRED FINANCING STOCK REMAINING UNISSUED,
ALL AS MORE FULLY DESCRIBED IN THE NOTICE OF
ANNUAL MEETING.
6B AUTHORIZATION OF THE EXECUTIVE BOARD FOR A PERIOD Management For For
OF 18 MONTHS, EMPOWERING THE EXECUTIVE BOARD,
SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD,
TO ADOPT RESOLUTION: TO RESTRICT OR ELIMINATE
THE PRE-EMPTIVE RIGHTS OF HOLDERS OF SHARES OF
COMMON STOCK WHEN ISSUING SHARES OF COMMON STOCK
AND/OR WHEN GRANTING RIGHTS TO SUBSCRIBE FOR
SHARES OF COMMON STOCK.
7 PROPOSAL TO AUTHORIZE THE CORPORATE EXECUTIVE Management For For
BOARD FOR A PERIOD OF 18 MONTHS, AND SUBJECT
TO THE APPROVAL OF THE SUPERVISORY BOARD, TO
ACQUIRE AS MANY ORDINARY SHARES OF THE COMPANY
AS SHALL BE PERMITTED WITHIN THE LIMITS OF THE
LAW AND THE ARTICLES OF ASSOCIATION, ALL AS MORE
FULLY DESCRIBED IN THE NOTICE OF ANNUAL MEETING.
ROBERT MONDAVI CORPORATION MOND ANNUAL MEETING DATE: 12/12/2003
ISSUER: 609200100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
PHILIP GREER Management For
ANTHONY GREENER Management For
JOHN M. THOMPSON Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR.
03 TO APPROVE AN AMENDMENT TO THE 1993 EQUITY INCENTIVE Management Against
PLAN TO RESERVE AN ADDITIONAL 900,000 SHARES
OF CLASS A COMMON STOCK FOR ISSUANCE UNDER THAT
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 Against
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 12/16/2003
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. LESLIE DENEND Management For For
MR. GEORGE SAMENUK Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES OF THE
COMPANY S COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER BY 2,000,000 SHARES.
03 TO APPROVE AMENDMENTS TO THE STOCK OPTION PLAN Management Against Against
FOR OUTSIDE DIRECTORS TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE INITIAL STOCK OPTION
GRANT TO NON-EMPLOYEE DIRECTORS BY 5,000 TO 50,000
SHARES OF COMMON STOCK AND TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE SUBSEQUENT ANNUAL GRANTS
BY 5,000 SHARES TO 25,000 SHARES OF COMMON STOCK.
04 TO APPROVE AN AMENDMENT TO THE 2002 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES OF THE COMPANY S COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
ACTIVISION, INC. ATVI SPECIAL MEETING DATE: 12/29/2003
ISSUER: 004930202 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE APPROVAL OF THE PROPOSED AMENDMENT TO THE Management For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
SYLVAN INC. SYLN ANNUAL MEETING DATE: 12/29/2003
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. BENNETT Management For For
MONIR K. ELZALAKI Management Withheld Against
JEANINE C. HELLER Management Withheld Against
VIRGIL H. JURGENSMEYER Management For For
NELSON OBUS Management For For
DENNIS C. ZENSEN Management Withheld Against
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/22/2004
ISSUER: G02602103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
BRUCE K. ANDERSON Management Withheld Against
AVINOAM NAOR Management Withheld Against
ADRIAN GARDNER Management For For
DOV BAHARAV Management Withheld Against
JULIAN A. BRODSKY Management For For
ELI GELMAN Management For For
CHARLES E. FOSTER Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management Withheld Against
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2003.
03 APPROVAL OF AMENDMENT TO 1998 STOCK OPTION AND Management For For
INCENTIVE PLAN.
04 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/04/2004
ISSUER: 922206107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN G. MCDONALD Management For For
WAYNE R. MOON Management For For
02 APPROVAL OF AMENDED AND RESTATED MANAGEMENT INCENTIVE Management For For
PLAN
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/12/2004
ISSUER: 050095108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DEBORAH A. BECK Management For For
ROBERT W. BURGESS Management For For
GEORGE S. DOTSON Management For For
HANS HELMERICH Management For For
JOHN R. IRWIN Management For For
WILLIAM J. MORRISSEY Management For For
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/18/2004
ISSUER: 549463107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KARL J. KRAPEK Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
02 DIRECTORS PROPOSAL TO DECLASSIFY THE BOARD AND Management For For
TO ALLOW FOR THE REMOVAL OF DIRECTORS WITHOUT
CAUSE
03 DIRECTORS PROPOSAL TO APPROVE OUR 2004 EQUITY Management For For
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
04 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
05 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE SEVERANCE AGREEMENTS
06 SHAREOWNER PROPOSAL TO DISCONTINUE EXECUTIVE Shareholder Against For
EQUITY COMPENSATION PROGRAMS AFTER EXPIRATION
OF EXISTING COMMITMENTS
AMERICAN ITALIAN PASTA COMPANY PLB ANNUAL MEETING DATE: 02/19/2004
ISSUER: 027070101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
TIM M. POLLAK Management For For
WILLIAM R. PATTERSON Management For For
TERENCE C. O'BRIEN Management For For
02 AN AMENDMENT TO THE 2000 EQUITY PLAN TO INCREASE Management For For
THE SHARES AVAILABLE UNDER THE PLAN FROM 1,000,000
TO 1,800,000.
03 RATIFICATION OF THE BOARD OF DIRECTORS SELECTION Management For For
OF ERNST & YOUNG LLP TO SERVE AS AIPC S INDEPENDENT
AUDITORS FOR FISCAL YEAR 2004.
NOVARTIS AG NVS ANNUAL MEETING DATE: 02/24/2004
ISSUER: 66987V109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL Management For For
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2003.
02 APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS. Management For For
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS Management For For
AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.
04 CONVERSION OF GENERAL RESERVES INTO FREE RESERVES. Management For For
05 REDUCTION OF SHARE CAPITAL. Management For For
06 FURTHER SHARE REPURCHASE PROGRAM. Management For For
07 AMENDMENT TO THE ARTICLES OF INCORPORATION. Management For For
8A ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.
8B ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.
8C ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.
9 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
SANDERSON FARMS, INC. SAFM ANNUAL MEETING DATE: 02/26/2004
ISSUER: 800013104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
ROBERT BUCK SANDERSON Management Withheld Against
DONALD W. ZACHARIAS Management For For
WILLIAM R. SANDERSON Management Withheld Against
GAIL JONES PITTMAN Management For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY Management For For
AND APPROVE THE SELECTION OF ERNST & YOUNG LLP
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2004.
KONINKLIJKE AHOLD N.V. AHO SPECIAL MEETING DATE: 03/03/2004
ISSUER: 500467303 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
03 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION. Management
04 APPROVAL OF TERMS AND CONDITIONS CONVERSION RIGHTS Management
CUMULATIVE PREFERRED FINANCING SHARES.
05 ADOPTION OF THE CORPORATE EXECUTIVE BOARD S GENERAL Management
REMUNERATION POLICY.
06 INVESTIGATIONS BY PUBLIC BODIES AND SUPERVISORY Management
BODIES AS WELL AS CURRENT LAWSUITS. - TERMINATION
VEB PROCEEDINGS.
CABOT CORPORATION CBT ANNUAL MEETING DATE: 03/11/2004
ISSUER: 127055101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KENNETT F. BURNES Management For For
JOHN S. CLARKESON Management For For
RODERICK C.G. MACLEOD Management For For
RONALDO H. SCHMITZ Management For For
KOREA ELECTRIC POWER CORPORATION KEP ANNUAL MEETING DATE: 03/19/2004
ISSUER: 500631106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF NON-CONSOLIDATED BALANCE SHEET, INCOME Management For *Management Position Unknown
STATEMENT AND THE PROPOSED APPROPRIATION OF RETAINED
EARNINGS IN RESPECT OF YEAR 2003, ALL PREPARED
IN ACCORDANCE WITH KOREAN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ( GAAP ).
02 SELECTION OF THE PRESIDENT OF KEPCO. Management For *Management Position Unknown
BECKMAN COULTER, INC. BEC ANNUAL MEETING DATE: 04/01/2004
ISSUER: 075811109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RONALD W. DOLLENS Management Withheld
CHARLES A. HAGGERTY Management For
WILLIAM N. KELLEY, M.D. Management For
02 APPROVAL OF THE COMPANY S 2004 LONG-TERM PERFORMANCE Management For
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
For
For
02 For
CTI MOLECULAR IMAGING, INC. CTMI ANNUAL MEETING DATE: 04/06/2004
ISSUER: 22943D105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal
Number Proposal Type
01 DIRECTOR Management
WOLF-EKKEHARD BLANZ PHD Management
HAMILTON JORDAN Management
MICHAEL E. PHELPS, PHD Management
02 AS TO RATIFICATION OF THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS Management
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
03 AS TO APPROVAL AND ADOPTION OF AN AMENDMENT TO Management
THE CTI MOLECULAR IMAGING, INC. 2002 LONG-TERM
INCENTIVE PLAN.
VOTE GROUP: GLOBAL
Proposal Vote For or Against
Number Cast Mgmt.
01
Withheld Against
For For
Withheld Against
02 For For
03 For For
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/14/2004
ISSUER: 806857108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J. DEUTCH Management For For
J.S. GORELICK Management For For
A. GOULD Management For For
T. ISAAC Management For For
A. LAJOUS Management For For
A. LEVY-LANG Management For For
D. PRIMAT Management For For
T. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
03 APPROVAL OF ADOPTION OF THE 2004 STOCK AND DEFERRAL Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Management For For
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/22/2004
ISSUER: 001084102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W. WAYNE BOOKER Management For For
GERALD B. JOHANNESON Management For For
CURTIS E. MOLL Management For For
ROBERT J. RATLIFF Management For For
02 STOCKHOLDER PROPOSAL REGARDING ENVIRONMENTAL Shareholder For Against
SUSTAINABILITY REPORTING
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/22/2004
ISSUER: 143658300 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICKY ARISON Management For
AMB RICHARD G. CAPEN JR Management For
ROBERT H. DICKINSON Management For
ARNOLD W. DONALD Management For
PIER LUIGI FOSCHI Management For
HOWARD S. FRANK Management For
BARONESS HOGG Management For
A. KIRK LANTERMAN Management For
MODESTO A. MAIDIQUE Management For
JOHN P. MCNULTY Management For
PETER RATCLIFFE Management For
SIR JOHN PARKER Management For
STUART SUBOTNICK Management For
UZI ZUCKER Management For
02 TO APPOINT PRICEWATERHOUSECOOPERS AS INDEPENDENT Management For
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 CARNIVAL Management For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
04 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For
PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30,
2003.
05 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For
BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For
RIGHTS FOR CARNIVAL PLC SHARES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
PFIZER INC. PFE ANNUAL MEETING DATE: 04/22/2004
ISSUER: 717081103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICHAEL S. BROWN Management For
M. ANTHONY BURNS Management For
ROBERT N. BURT Management For
W. DON CORNWELL Management For
WILLIAM H. GRAY III Management For
CONSTANCE J. HORNER Management For
WILLIAM R. HOWELL Management For
STANLEY O. IKENBERRY Management For
GEORGE A. LORCH Management For
HENRY A. MCKINNELL Management For
DANA G. MEAD Management For
FRANKLIN D. RAINES Management For
RUTH J. SIMMONS Management For
WILLIAM C. STEERE, JR. Management For
JEAN-PAUL VALLES Management For
02 A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG Management For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK Management For
PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE Shareholder Against
ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY S BUSINESS STRATEGY.
05 SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS. Shareholder Against
06 SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT Shareholder Against
ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.
07 SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS Shareholder Against
ON DIRECTORS.
08 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING Shareholder Against
ACCESS TO PFIZER PRODUCTS.
09 SHAREHOLDER PROPOSAL ON STOCK OPTIONS. Shareholder Against
10 SHAREHOLDER PROPOSAL ON IN VITRO TESTING. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 For
10 For
WOLVERINE WORLD WIDE, INC. WWW ANNUAL MEETING DATE: 04/22/2004
ISSUER: 978097103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GEOFFREY B. BLOOM Management For For
DAVID T. KOLLAT Management For For
DAVID P. MEHNEY Management For For
TIMOTHY J. O'DONOVAN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR THE CURRENT
FISCAL YEAR.
BROOKS AUTOMATION, INC. BRKS ANNUAL MEETING DATE: 04/27/2004
ISSUER: 114340102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. THERRIEN Management For For
ROGER D. EMERICK Management For For
AMIN J. KHOURY Management For For
JOSEPH R. MARTIN Management For For
EDWARD C. GRADY Management For For
A. CLINTON ALLEN Management For For
JOHN K. MCGILLICUDDY Management For For
02 TO AMEND THE COMPANY S 2000 COMBINATION STOCK Management For For
OPTION PLAN AS SPECIFIED IN THE PROXY STATEMENT.
03 TO AMEND THE COMPANY S 1995 EMPLOYEE STOCK PURCHASE Management For For
PLAN AS SPECIFIED IN THE PROXY STATEMENT.
INSIGHT COMMUNICATIONS COMPANY, INC. ICCI ANNUAL MEETING DATE: 04/27/2004
ISSUER: 45768V108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
SIDNEY R. KNAFEL Management For For
MICHAEL S. WILLNER Management For For
DINNI JAIN Management For For
THOMAS L. KEMPNER Management Withheld Against
GERALDINE B. LAYBOURNE Management For For
JAMES S. MARCUS Management Withheld Against
DANIEL S. O'CONNELL Management Withheld Against
02 SELECTION OF INDEPENDENT AUDITORS Management For For
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/27/2004
ISSUER: 806605101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRED HASSAN Management For For
PHILIP LEDER, M.D. Management For For
EUGENE R. MCGRATH Management For For
RICHARD DE J. OSBORNE Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT AUDITORS Management For For
03 APPROVAL OF THE OPERATIONS MANAGEMENT TEAM INCENTIVE Management For For
PLAN
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 057224107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
EDWARD P. DJEREJIAN Management Withheld Against
H. JOHN RILEY, JR. Management Withheld Against
CHARLES L. WATSON Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2004.
03 STOCKHOLDER PROPOSAL NO. 1 - REGARDING CLASSIFIED Shareholder For Against
BOARDS.
04 STOCKHOLDER PROPOSAL NO. 2 - REGARDING POISON Shareholder Against For
PILLS.
CIGNA CORPORATION CI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 125509109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ROBERT H. CAMPBELL Management For
JANE E. HENNEY, M.D. Management For
CHARLES R. SHOEMATE Management For
LOUIS W. SULLIVAN, M.D. Management For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/28/2004
ISSUER: 601073109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DANIEL BELLUS Management For For
ROBERT C. BISHOP Management For For
EDWARD M. SCOLNICK Management For For
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/28/2004
ISSUER: 758205108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1A TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
FOR THE YEAR ENDED 31 DECEMBER 2003, TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND AUDITORS.
O1B TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2003.
O2 TO DECLARE A FINAL DIVIDEND FOR 2003 ON THE COMPANY Management For For
S ORDINARY SHARES.
O3A TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
OF THE COMPANY.
O3B TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O4A TO APPOINT G J A VAN DE AAST AS A DIRECTOR OF Management For For
THE COMPANY.
O4B TO APPOINT M TABAKSBLAT AS A DIRECTOR OF THE COMPANY. Management For For
O4C TO APPOINT R W H STOMBERG AS A DIRECTOR OF THE Management For For
COMPANY.
O4D TO APPOINT LORD SHARMAN OF REDLYNCH OBE AS A Management For For
DIRECTOR OF THE COMPANY.
O5 ALLOTMENT OF SHARES Management For For
S6 DIAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S7 AUTHORITY TO PURCHASE OWN SHARES. Management For For
INVITROGEN CORPORATION IVGN ANNUAL MEETING DATE: 04/29/2004
ISSUER: 46185R100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND V. DITTAMORE Management For For
BRADLEY G. LORIMIER Management For For
DAVID U'PRICHARD, PH.D. Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2004
03 ADOPTION OF THE COMPANY S 2004 EQUITY INCENTIVE Management For For
PLAN
04 AMENDMENT OF THE COMPANY S 1998 EMPLOYEE STOCK Management For For
PURCHASE PLAN
KIMBERLY-CLARK CORPORATION KMB ANNUAL MEETING DATE: 04/29/2004
ISSUER: 494368103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
PASTORA S.J. CAFFERTY Management Withheld
CLAUDIO X. GONZALEZ Management Withheld
LINDA JOHNSON RICE Management Withheld
MARC J. SHAPIRO Management Withheld
02 APPROVAL OF AMENDMENTS TO 2001 EQUITY PARTICIPATION Management For
PLAN
03 APPROVAL OF AUDITORS Management For
04 STOCKHOLDER PROPOSAL REGARDING THE CORPORATION Shareholder For
S AMENDED AND RESTATED RIGHTS AGREEMENT
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
Against
Against
Against
02 For
03 For
04 Against
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/04/2004
ISSUER: 30744P102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DAVID D. MURPHY Management For For
ELAINE A. PULLEN Management For For
SKYWEST, INC. SKYW ANNUAL MEETING DATE: 05/04/2004
ISSUER: 830879102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JERRY C. ATKIN Management For For
J. RALPH ATKIN Management Withheld Against
STEVEN F. UDVAR-HAZY Management Withheld Against
IAN M. CUMMING Management For For
W. STEVE ALBRECHT Management For For
MERVYN K. COX Management For For
SIDNEY J. ATKIN Management Withheld Against
HYRUM W. SMITH Management For For
ROBERT G. SARVER Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS THE INDEPENDENT AUDITOR OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2004.
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/05/2004
ISSUER: 023551104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
N.F. BRADY Management For For
J.B. COLLINS Management For For
T.H. KEAN Management For For
F.A. OLSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2004.
03 APPROVAL OF THE ADOPTION OF THE SECOND AMENDED Management For For
AND RESTATED 1995 LONG-TERM INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL TO ESTABLISH AN OFFICE OF Shareholder Against For
THE BOARD OF DIRECTORS FOR STOCKHOLDER COMMUNICATIONS.
BIOMARIN PHARMACEUTICAL INC. BMRN ANNUAL MEETING DATE: 05/05/2004
ISSUER: 09061G101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FREDRIC D. PRICE Management For For
FRANZ L. CRISTIANI Management For For
ELAINE J. HERON Management For For
PIERRE LAPALME Management For For
ERICH SAGER Management For For
JOHN URQUHART Management For For
GWYNN R. WILLIAMS Management For For
02 PROPOSAL TO RATIFY THE SELECTION BY THE BOARD Management For For
OF DIRECTORS OF KPMG LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.
BRUKER BIOSCIENCE CORPORATION BRKR ANNUAL MEETING DATE: 05/05/2004
ISSUER: 116794108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
FRANK H. LAUKIEN, PH.D. Management Withheld Against
M. C. CANAVAN, JR. Management For For
TAYLOR J. CROUCH Management For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY, Management For For
CONFIRM AND APPROVE THE SELECTION OF ERNST &
YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC
AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004.
GUILFORD PHARMACEUTICALS INC. GLFD ANNUAL MEETING DATE: 05/05/2004
ISSUER: 401829106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CRAIG R. SMITH, M.D. Management For For
GEORGE L. BUNTING, JR. Management For For
JOSEPH R. CHINNICI Management For For
BARRY M. FOX Management For For
ELIZABETH M. GREETHAM Management For For
JOSEPH KLEIN, III Management For For
RONALD M. NORDMANN Management For For
SOLOMON H. SNYDER, M.D. Management For For
DAVID C. U'PRICHARD PHD Management For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITOR FOR 2004.
03 THE AMENDMENT OF THE COMPANY S AMENDED AND RESTATED Management For For
CERTIFICATE OF INCORPORATION, AS AMENDED, TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF OUR
COMMON STOCK FROM 75,000,000 TO 125,000,000.
HEARST-ARGYLE TELEVISION, INC. HTV ANNUAL MEETING DATE: 05/05/2004
ISSUER: 422317107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
CAROLINE L. WILLIAMS Management For
02 APPROVAL OF INCENTIVE COMPENSATION PLAN PROPOSAL. Management Against
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For
EXTERNAL AUDITORS.
04 AT THE DISCRETION OF SUCH PROXIES, ON ANY OTHER Management Against
MATTER THAT PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
02 Against
03 For
04 Against
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/06/2004
ISSUER: 012348108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
A DIRECTOR Management
FRANK R. SCHMELER Management Withheld Against
THOMAS R. BEECHER, JR. Management Withheld Against
FRANCIS L. MCKONE Management Withheld Against
BARBARA P. WRIGHT Management For For
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
HUGH J. MURPHY Management For For
B APPROVAL OF DIRECTORS ANNUAL RETAINER PLAN Management For For
KANSAS CITY SOUTHERN KSU ANNUAL MEETING DATE: 05/06/2004
ISSUER: 485170302 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. EDWARD ALLINSON Management For For
JAMES R. JONES Management For For
KAREN L. PLETZ Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF KPMG LLP AS KCS S INDEPENDENT ACCOUNTANTS
FOR 2004.
LIBBEY INC. LBY ANNUAL MEETING DATE: 05/06/2004
ISSUER: 529898108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CARLOS V. DUNO Management For For
PETER C. MCC. HOWELL Management For For
RICHARD I. REYNOLDS Management For For
02 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Management For For
1999 EQUITY PARTICIPATION PLAN OF LIBBEY INC.
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 05/06/2004
ISSUER: 592688105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT F. SPOERRY Management For For
PHILIP CALDWELL Management For For
JOHN T. DICKSON Management For For
PHILIP H. GEIER Management For For
JOHN D. MACOMBER Management For For
HANS ULRICH MAERKI Management For For
GEORGE M. MILNE Management For For
THOMAS P. SALICE Management For For
02 APPROVAL OF AUDITORS Management For For
03 APPROVAL OF 2004 EQUITY INCENTIVE PLAN Management For For
ODYSSEY HEALTHCARE, INC. ODSY ANNUAL MEETING DATE: 05/06/2004
ISSUER: 67611V101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. BURNHAM Management For For
DAVID C. GASMIRE Management For For
MARTIN S. RASH Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 2004.
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/07/2004
ISSUER: 599902103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES J. HOMCY, M.D. Management For For
RAJU S KUCHERLAPATI PHD Management For For
ERIC S. LANDER, PH.D. Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
PRECISION DRILLING CORPORATION PDS SPECIAL MEETING DATE: 05/11/2004
ISSUER: 74022D100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT AS DIRECTORS FOR THE ENSUING YEAR: W.C. Management For For
(MICKEY) DUNN, ROBERT J.S. GIBSON, MURRAY K.
MULLEN, PATRICK M. MURRAY, FRED W. PHEASEY, ROBERT
L. PHILLIPS, HANK B. SWARTOUT, H. GARTH WIGGINS.
02 TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS AS Management For For
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR.
03 TO APPROVE THE 2004 STOCK OPTION PLAN AS DESCRIBED Management For For
IN THE MANAGEMENT INFORMATION CIRCULAR.
VIAD CORP VVI ANNUAL MEETING DATE: 05/11/2004
ISSUER: 92552R109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JESS HAY Management For For
LINDA JOHNSON RICE Management For For
ALBERT M. TEPLIN Management For For
TIMOTHY R. WALLACE Management For For
02 APPROVE AMENDMENT OF THE 1997 VIAD CORP OMNIBUS Management For For
INCENTIVE PLAN.
03 CONSIDER AND VOTE UPON A PROPOSAL TO AMEND VIAD Management For For
S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT
A REVERSE STOCK SPLIT AFTER COMPLETION OF THE
SPIN-OFF OF MONEYGRAM INTERNATIONAL, INC.
04 RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR 2004.
BOWATER INCORPORATED BOW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 102183100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ARNOLD M. NEMIROW Management For For
ARTHUR R. SAWCHUK Management For For
GORDON D. GIFFIN Management For For
DOUGLAS A. PERTZ Management For For
UNILEVER PLC UL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 904767704 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 TO RECEIVE THE REPORT & ACCOUNTS FOR THE YEAR Management For
ENDED DECEMBER 31, 2003.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
FOR THE YEAR ENDED DECEMBER 31, 2003.
03 TO DECLARE A DIVIDEND OF 11.92 PENCE ON THE ORDINARY Management For
SHARES.
04 DIRECTOR Management For
NWA FITZGERALD, KBE* Management For
A BURGMANS* Management For
AC BUTLER* Management For
PJ CESCAU* Management For
KB DADISETH* Management For
AR BARON VAN HEEMSTRA* Management For
RHP MARKHAM* Management For
CJ VAN DER GRAAF Management For
LORD BRITTAN Management For
BARONESS CHALKER Management For
B COLLOMB Management For
W DIK Management For
O FANJUL Management For
CX GONZALEZ Management For
H KOPPER Management For
LORD SIMON Management For
J VAN DER VEER Management For
21 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY.
22 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For
REMUNERATION.
23 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES. Management For
24 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For
PRE-EMPTION RIGHTS.
25 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For
ITS OWN SHARES.
26 TO CHANGE THE ARTICLES TO REFLECT CORPORATE GOVERNANCE Management For
CHANGES--APPENDIX 1 TO NOTICE OF MEETING.
27 TO CHANGE THE ARTICLES FOR TREASURY SHARES AND Management For
OTHER MINOR CHANGES--APPENDIX 2 TO NOTICE OF MEETING.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01 For
02 For
03 For
04
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
21 For
22 For
23 For
24 For
25 For
26 For
27 For
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 948626106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LINDA HUETT Management For For
SAM K. REED Management For For
PHILIPPE J. AMOUYAL Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JANUARY 1, 2005.
03 TO APPROVE THE COMPANY S 2004 STOCK INCENTIVE Management For For
PLAN.
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/13/2004
ISSUER: 017361106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ELEANOR BAUM Management For
CYRUS F. FREIDHEIM, JR. Management For
TED J. KLEISNER Management For
02 APPROVAL OF ELIMINATION OF CUMULATIVE VOTING Management For
IN THE ELECTION OF DIRECTORS.
03 APPROVAL OF DIRECTOR EQUITY COMPENSATION PLAN. Management For
04 APPROVAL OF ANNUAL INCENTIVE PLAN. Management For
05 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
06 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Management For
VOTE.
07 STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER INPUT Management For
ON POISON PILLS.
08 STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY. Management For
09 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD Shareholder For
CHAIRMAN.
10 STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK Shareholder For
OPTIONS.
11 STOCKHOLDER PROPOSAL REGARDING RETENTION OF Shareholder For
STOCK OBTAINED THROUGH OPTIONS.
12 STOCKHOLDER PROPOSAL REGARDING AUDITOR FEES. Shareholder Against
13 STOCKHOLDER PROPOSAL REGARDING PRE-EMPTIVE RIGHTS. Shareholder Against
14 STOCKHOLDER PROPOSAL REGARDING REINCORPORATION Shareholder Against
IN DELAWARE.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 Against
10 Against
11 Against
12 For
13 For
14 For
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/13/2004
ISSUER: 216640102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAMAR NORSWORTHY Management For For
MICHAEL E. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
AUDITORS FOR 2004
03 VOTE ON A STOCKHOLDER PROPOSAL Shareholder For Against
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/13/2004
ISSUER: 346091705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CORTLANDT S. DIETLER Management For For
DOD A. FRASER Management For For
PATRICK R. MCDONALD Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.
K2 INC. KTO ANNUAL MEETING DATE: 05/13/2004
ISSUER: 482732104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILFORD D. GODBOLD, JR. Management For For
LOU L. HOLTZ Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 PROPOSAL TO APPROVE THE K2 INC. 2004 LONG-TERM Management For For
INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY Management For For
S CERTIFICATE OF INCORPORATION TO INCREASE THE
COMPANY S AUTHORIZED COMMON STOCK.
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/13/2004
ISSUER: G90078109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT L. LONG Management For For
MARTIN B. MCNAMARA Management For For
ROBERT M. SPRAGUE Management For For
J. MICHAEL TALBERT Management For For
02 APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE Management For For
PLAN AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS INDEPENDENT AUDITORS.
IMC GLOBAL INC. IGL ANNUAL MEETING DATE: 05/14/2004
ISSUER: 449669100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD F. MAZANKOWSKI Management For For
DOUGLAS A. PERTZ Management For For
RICHARD L. THOMAS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT AUDITORS.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/14/2004
ISSUER: 676220106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEE A. AULT III Management For For
NEIL R. AUSTRIAN Management For For
DAVID W. BERNAUER Management For For
ABELARDO E. BRU Management For For
DAVID I. FUENTE Management For For
BRENDA J. GAINES Management For For
MYRA M. HART Management For For
W. SCOTT HEDRICK Management For For
JAMES L. HESKETT Management For For
PATRICIA H. MCKAY Management For For
MICHAEL J. MYERS Management For For
BRUCE NELSON Management For For
02 AMENDMENT OF COMPANY S LONG-TERM EQUITY INCENTIVE Management For For
PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY 15,000,000 SHARES.
03 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/18/2004
ISSUER: 74153Q102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
ROBERT L. BARBANELL Management For
PAUL A. BRAGG Management For
DAVID A.B. BROWN Management For
J.C. BURTON Management For
JORGE E. ESTRADA Management For
WILLIAM E. MACAULAY Management For
RALPH D. MCBRIDE Management Withheld
DAVID B. ROBSON Management For
02 APPROVAL OF THE COMPANY S 2004 DIRECTORS STOCK Management For
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
Against
For
02 For
03 For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/18/2004
ISSUER: 883556102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARIJN E. DEKKERS Management For For
ROBERT A. MCCABE Management For For
ROBERT W. O'LEARY Management For For
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE AND Shareholder Against For
TIME-BASED RESTRICTED STOCK.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/19/2004
ISSUER: 319963104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HENRY C. DUQUES Management For For
CHARLES T. FOTE Management For For
RICHARD P. KIPHART Management For For
JOAN E. SPERO Management For For
02 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2004.
NATIONAL-OILWELL, INC. NOI ANNUAL MEETING DATE: 05/19/2004
ISSUER: 637071101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROGER L. JARVIS Management For For
MERRILL A. MILLER, JR. Management For For
FREDERICK W. PHEASEY Management For For
WABTEC WAB ANNUAL MEETING DATE: 05/19/2004
ISSUER: 929740108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT J. BROOKS Management For For
WILLIAM E. KASSLING Management For For
JAMES P. MISCOLL Management For For
02 THE RATIFICATION OF THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE COMPANY FOR THE 2004 FISCAL YEAR.
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/20/2004
ISSUER: 232572107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
CHARLES J. ABBE Management Withheld Against
ROBERT P. AKINS Management Withheld Against
EDWARD H. BRAUN Management Withheld Against
MICHAEL R. GAULKE Management Withheld Against
WILLIAM G. OLDHAM Management Withheld Against
PETER J. SIMONE Management Withheld Against
YOUNG K. SOHN Management Withheld Against
JON D. TOMPKINS Management Withheld Against
02 TO APPROVE AN AMENDMENT TO CYMER S 1996 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 200,000 SHARES.
03 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management Abstain Against
AUDITORS OF CYMER FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2004.
HAMPSHIRE GROUP, LIMITED HAMP ANNUAL MEETING DATE:
05/20/2004
ISSUER: 408859106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LUDWIG KUTTNER Management For For
JOEL GOLDBERG Management For For
MICHAEL C. JACKSON Management For For
HARVEY L. SPERRY Management For For
IRWIN W. WINTER Management For For
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/20/2004
ISSUER: 458665106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DIANNE DILLON-RIDGLEY Management For For
JUNE M. HENTON Management For For
CHRISTOPHER G. KENNEDY Management For For
JAMES B. MILLER, JR. Management For For
THOMAS R. OLIVER Management For For
02 PROPOSAL TO APPROVE THE INTERFACE, INC. EXECUTIVE Management For For
BONUS PLAN.
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/20/2004
ISSUER: 72919P103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
GEORGE C. MCNAMEE Management For For
DOUGLAS T. HICKEY Management For For
J. DOUGLAS GRANT Management Withheld Against
VARCO INTERNATIONAL, INC. VRC ANNUAL MEETING DATE: 05/20/2004
ISSUER: 922122106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GREG L. ARMSTRONG Management For For
GEORGE S. DOTSON Management For For
RICHARD A. KERTSON Management For For
JOHN F. LAULETTA Management For For
ERIC L. MATTSON Management For For
L.E. SIMMONS Management For For
JEFFERY A. SMISEK Management For For
DOUGLAS E. SWANSON Management For For
JAMES D. WOODS Management For For
02 TO APPROVE AN AMENDMENT TO THE EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK THAT MAY BE ISSUED BY 900,000
SHARES.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS VARCO S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/21/2004
ISSUER: 887317105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
JAMES L. BARKSDALE Management For
STEPHEN F. BOLLENBACH Management For
STEPHEN M. CASE Management For
FRANK J. CAUFIELD Management For
ROBERT C. CLARK Management For
MILES R. GILBURNE Management For
CARLA A. HILLS Management For
REUBEN MARK Management For
MICHAEL A. MILES Management For
KENNETH J. NOVACK Management For
RICHARD D. PARSONS Management For
R.E. TURNER Management For
FRANCIS T. VINCENT, JR. Management For
02 RATIFICATION OF AUDITORS. Management For
03 STOCKHOLDER PROPOSAL REGARDING CHINA BUSINESS Shareholder Against
PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING REPORT ON PAY DISPARITY. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
CALLAWAY GOLF COMPANY ELY ANNUAL MEETING DATE: 05/25/2004
ISSUER: 131193104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
RONALD A. DRAPEAU Management For For
SAMUEL H. ARMACOST Management For For
WILLIAM C. BAKER Management For For
RONALD S. BEARD Management For For
JOHN C. CUSHMAN, III Management For For
YOTARO KOBAYASHI Management Withheld Against
RICHARD L. ROSENFIELD Management For For
ANTHONY S. THORNLEY Management For For
02 TO APPROVE THE CALLAWAY GOLF COMPANY 2004 EQUITY Management For For
INCENTIVE PLAN.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management For For
CALLAWAY GOLF COMPANY EMPLOYEE STOCK PURCHASE
PLAN.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/25/2004
ISSUER: G95089101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PHILIP BURGUIERES Management For For
NICHOLAS F. BRADY Management For For
DAVID J. BUTTERS Management For For
BERNARD J. DUROC-DANNER Management For For
SHELDON B. LUBAR Management For For
WILLIAM E. MACAULAY Management For For
ROBERT B. MILLARD Management For For
ROBERT K. MOSES, JR. Management For For
ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
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.
ADVANCED NEUROMODULATION SYSTEMS, IN ANSI ANNUAL MEETING DATE: 05/26/2004
ISSUER: 00757T101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
HUGH M. MORRISON Management For
ROBERT C. EBERHART, PHD Management For
MICHAEL J. TORMA, M.D. Management For
RICHARD D. NIKOLAEV Management For
CHRISTOPHER G. CHAVEZ Management For
JOSEPH E. LAPTEWICZ Management For
J. PHILIP MCCORMICK Management For
02 APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION Management Against
TO INCREASE THE COMPANY S AUTHORIZED SHARES OF
COMMON STOCK FROM 25,000,000 TO 100,000,000
03 APPROVAL OF THE ADVANCED NEUROMODULATION SYSTEMS, Management For
INC. 2004 STOCK INCENTIVE PLAN
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
02 Against
03 For
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/26/2004
ISSUER: 603158106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN B. CURCIO Management For For
PAUL R. SAUERACKER Management For For
WILLIAM C. STIVERS Management For For
02 RATIFICATION OF APPOINTMENT OF AUDITORS. Management For For
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/27/2004
ISSUER: 004631107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMIE KELLNER Management For For
DOUGLAS GEALY Management For For
THOMAS ALLEN Management For For
JAMES COLLIS Management For For
MICHAEL CORRIGAN Management For For
THOMAS EMBRESCIA Management For For
BRIAN MCNEILL Management For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 05/27/2004
ISSUER: 01988P108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. KLUGER Management For For
ROBERT COMPTON Management For For
02 AMENDMENT AND RESTATEMENT OF AMENDED AND RESTATED Management Against Against
1993 STOCK INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2004.
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 06/01/2004
ISSUER: 206016107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MARK M. SIECZKAREK Management For
THOMAS F. BONADIO Management For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.
03 PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT Management For
OF THE AMENDED AND RESTATED 2001 EQUITY INCENTIVE
PLAN TO REDUCE THE SIZE OF THE AUTOMATIC GRANTS
OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS AND
TO PROVIDE FOR AUTOMATIC GRANTS OF RESTRICTED
STOCK TO NON-EMPLOYEE DIRECTORS.
04 PROPOSAL TO APPROVE THE AMENDMENT OF THE AMENDED Management For
AND RESTATED 2001 EQUITY INCENTIVE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 500,000 SHARES.
05 PROPOSAL TO APPROVE THE AMENDMENT OF THE COMPANY Management For
S 1995 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF THE SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 150,000 SHARES, EFFECTIVE
JULY 1, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
02 For
03 For
04 For
05 For
TOYS 'R' US, INC. TOY ANNUAL MEETING DATE: 06/02/2004
ISSUER: 892335100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROANN COSTIN Management For For
JOHN H. EYLER, JR. Management For For
ROGER N. FARAH Management For For
PETER A. GEORGESCU Management For For
CINDA A. HALLMAN Management For For
CALVIN HILL Management For For
NANCY KARCH Management For For
NORMAN S. MATTHEWS Management For For
ARTHUR B. NEWMAN Management For For
FRANK R. NOONAN Management For For
02 STOCKHOLDER PROPOSAL REGARDING VOTING. Shareholder Against For
CIPHERGEN BIOSYSTEMS, INC. CIPH ANNUAL MEETING DATE: 06/03/2004
ISSUER: 17252Y104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES L. RATHMANN Management For For
MICHAEL J. CALLAGHAN Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2004.
03 TO APPROVE THE AMENDED AND RESTATED 2000 STOCK Management Against Against
PLAN.
04 TO APPROVE AN AMENDMENT TO RESERVE AN ADDITIONAL Management For For
250,000 SHARES OF THE COMPANY S COMMON STOCK
FOR ISSUANCE UNDER THE 2000 EMPLOYEE STOCK PURCHASE
PLAN.
NEWPARK RESOURCES, INC. NR ANNUAL MEETING DATE: 06/09/2004
ISSUER: 651718504 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JERRY W. BOX Management For For
W. THOMAS BALLANTINE Management For For
JAMES D. COLE Management For For
DAVID P. HUNT Management For For
ALAN J. KAUFMAN Management For For
JAMES H. STONE Management For For
ROGER C. STULL Management For For
F. WALKER TUCEI, JR. Management For For
02 PROPOSAL TO ADOPT THE 2004 NON-EMPLOYEE DIRECTORS Management For For
STOCK OPTION PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF AUDITORS. Management For For
SYLVAN INC. SYLN SPECIAL MEETING DATE: 06/09/2004
ISSUER: 871371100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED NOVEMBER 16, 2003, AND ENTERED INTO AMONG
SYLVAN INC., SNYDER ASSOCIATED COMPANIES, INC.
AND SAC HOLDING CO. AND THE MERGER CONTEMPLATED
THEREBY.
ORPHAN MEDICAL, INC. ORPH ANNUAL MEETING DATE: 06/15/2004
ISSUER: 687303107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN HOWELL BULLION Management For For
MICHAEL GREENE Management For For
JULIUS A. VIDA, PHD Management For For
W. M. WARDELL, MD PHD Management For For
FARAH H. CHAMPSI Management For For
THOMAS B. KING Management For For
02 PROPOSAL TO APPROVE THE COMPANY S 2004 STOCK Management Against Against
INCENTIVE PLAN AND AUTHORIZE THE ISSUANCE OF
2,250,000 SHARES UNDER THE PLAN.
03 PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/17/2004
ISSUER: 855030102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ARTHUR M. BLANK Management For
GARY L. CRITTENDEN Management For
MARTIN TRUST Management For
PAUL F. WALSH Management For
02 TO APPROVE STAPLES 2004 STOCK INCENTIVE PLAN. Management For
03 TO APPROVE STAPLES AMENDED AND RESTATED 1998 Management For
EMPLOYEE STOCK PURCHASE PLAN.
04 TO APPROVE STAPLES AMENDED AND RESTATED INTERNATIONAL Management For
EMPLOYEE STOCK PURCHASE PLAN.
05 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
06 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder Against
RIGHTS PLANS.
07 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder For
INPUT ON POISON PILLS.
08 TO ACT ON A SHAREHOLDER PROPOSAL ON COMMONSENSE Shareholder Against
EXECUTIVE COMPENSATION.
09 TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR INDEPENDENCE. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 Against
08 For
09 For
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2004
ISSUER: 835699307 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
C1 TO AMEND A PART OF THE ARTICLES OF INCORPORATION. Management For For
C2 TO ELECT 16 DIRECTORS. Management Abstain Against
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
C4 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF SUBSIDIARY TRACKING STOCK OF THE CORPORATION
FOR THE PURPOSE OF GRANTING STOCK OPTIONS.
S5 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS OF REMUNERATION
AND OTHER AMOUNTS PAID TO EACH DIRECTOR AND CORPORATE
EXECUTIVE OFFICER.
TRANSKARYOTIC THERAPIES, INC. TKTX ANNUAL MEETING DATE: 06/22/2004
ISSUER: 893735100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. ASTRUE Management For For
WALTER GILBERT Management For For
DENNIS H. LANGER Management For For
JONATHAN S. LEFF Management For For
RODMAN W. MOORHEAD, III Management For For
LYDIA VILLA-KOMAROFF Management For For
WAYNE P. YETTER Management For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
THE KROGER CO. KR ANNUAL MEETING DATE: 06/24/2004
ISSUER: 501044101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. CLENDENIN Management For For
DAVID B. DILLON Management For For
DAVID B. LEWIS Management For For
DON W. MCGEORGE Management For For
W. RODNEY MCMULLEN Management For For
SUSAN M. PHILLIPS Management For For
02 APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. Management For For
03 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS
TO BE ELECTED ANNUALLY.
04 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS.
05 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder Against For
TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE
AGREEMENTS.
Exeter Fund, Inc. Tax Managed Series
TICKER:
PROXY VOTING RECORD
7/1/2003-6/30/2004
H.J. HEINZ COMPANY HNZ ANNUAL MEETING DATE: 09/12/2003
ISSUER: 423074103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W.R. JOHNSON Management For For
C.E. BUNCH Management For For
M.C. CHOKSI Management For For
L.S. COLEMAN, JR. Management For For
P.H. COORS Management For For
E.E. HOLIDAY Management For For
C. KENDLE Management For For
D.R. O'HARE Management For For
L.C. SWANN Management For For
T.J. USHER Management For For
J.M. ZIMMERMAN Management For For
02 RATIFICATION OF AUDITORS. Management For For
APPLERA CORPORATION ABI ANNUAL MEETING DATE: 10/16/2003
ISSUER: 038020103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RICHARD H. AYERS Management For
JEAN-LUC BELINGARD Management For
ROBERT H. HAYES Management For
ARNOLD J. LEVINE Management Withheld
WILLIAM H. LONGFIELD Management For
THEODORE E. MARTIN Management For
CAROLYN W. SLAYMAN Management For
ORIN R. SMITH Management For
JAMES R. TOBIN Management For
TONY L. WHITE Management For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JUNE 30, 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
Against
For
For
For
For
For
For
02 For
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2003
ISSUER: 518439104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
IRVINE O. HOCKADAY, JR. Management For
FRED H. LANGHAMMER Management For
ROSE MARIE BRAVO Management For
02 APPROVAL OF THE EXECUTIVE ANNUAL INCENTIVE PLAN. Management For
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For
AUDITORS FOR THE 2004 FISCAL YEAR.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 12/16/2003
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. LESLIE DENEND Management For For
MR. GEORGE SAMENUK Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES OF THE
COMPANY S COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER BY 2,000,000 SHARES.
03 TO APPROVE AMENDMENTS TO THE STOCK OPTION PLAN Management Against Against
FOR OUTSIDE DIRECTORS TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE INITIAL STOCK OPTION
GRANT TO NON-EMPLOYEE DIRECTORS BY 5,000 TO 50,000
SHARES OF COMMON STOCK AND TO INCREASE THE NUMBER
OF SHARES INCLUDED IN THE SUBSEQUENT ANNUAL GRANTS
BY 5,000 SHARES TO 25,000 SHARES OF COMMON STOCK.
04 TO APPROVE AN AMENDMENT TO THE 2002 EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES OF THE COMPANY S COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2003.
EMERSON ELECTRIC CO. EMR ANNUAL MEETING DATE: 02/03/2004
ISSUER: 291011104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
C. FERNANDEZ G. Management For For
C.F. KNIGHT Management For For
G.A. LODGE Management For For
R.L. RIDGWAY Management For For
E.E. WHITACRE, JR. Management For For
02 RE-APPROVAL OF PERFORMANCE MEASURES UNDER THE Management For For
EMERSON ELECTRIC CO. 1997 INCENTIVE SHARES PLAN
03 RATIFICATION OF INDEPENDENT AUDITORS Management For For
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/18/2004
ISSUER: 549463107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
KARL J. KRAPEK Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
02 DIRECTORS PROPOSAL TO DECLASSIFY THE BOARD AND Management For For
TO ALLOW FOR THE REMOVAL OF DIRECTORS WITHOUT
CAUSE
03 DIRECTORS PROPOSAL TO APPROVE OUR 2004 EQUITY Management For For
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
04 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
05 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE SEVERANCE AGREEMENTS
06 SHAREOWNER PROPOSAL TO DISCONTINUE EXECUTIVE Shareholder Against For
EQUITY COMPENSATION PROGRAMS AFTER EXPIRATION
OF EXISTING COMMITMENTS
NOVARTIS AG NVS ANNUAL MEETING DATE: 02/24/2004
ISSUER: 66987V109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL Management For For
STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2003.
02 APPROVAL OF THE ACTIVITIES OF THE BOARD OF DIRECTORS. Management For For
03 APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS Management For For
AG AS PER BALANCE SHEET AND DECLARATION OF DIVIDEND.
04 CONVERSION OF GENERAL RESERVES INTO FREE RESERVES. Management For For
05 REDUCTION OF SHARE CAPITAL. Management For For
06 FURTHER SHARE REPURCHASE PROGRAM. Management For For
07 AMENDMENT TO THE ARTICLES OF INCORPORATION. Management For For
8A ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF PROF. DR. HELMUT SIHLER FOR A THREE-YEAR TERM.
8B ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF MR. HANS-JORG RUDLOFF FOR A THREE-YEAR TERM.
8C ELECTION TO THE BOARD OF DIRECTORS. RE-ELECTION Management For For
OF DR. DANIEL VASELLA FOR A THREE-YEAR TERM.
9 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
QUALCOMM, INCORPORATED QCOM ANNUAL MEETING DATE: 03/02/2004
ISSUER: 747525103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ADELIA A. COFFMAN Management For For
RAYMOND V. DITTAMORE Management For For
IRWIN MARK JACOBS Management For For
RICHARD SULPIZIO Management For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 Management Against Against
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 PRICEWATERHOUSECOOPERS Management For For
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 CLASSIFIED Shareholder For Against
BOARD.
CLUB MEDITERRANEE SA, PARIS MIX MEETING DATE: 03/11/2004
ISSUER: F18690101000 ISIN: FR0000121568 BLOCKING
SEDOL: 4204370, 4204422, 4575377, 5257726
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE 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 SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT AND THE Management For *Management Position Unknown
GENERAL AUDITORS REPORT AND APPROVE THE ACCOUNTS
AND THE BALANCE SHEET FOR THE FY CLOSED ON 31
OCT 2003; AND GRANT PERMANENT DISCHARGE TO THE
MEMBERS OF EXECUTIVE COMMITTEE AND THE SUPERVISORY
BOARD FOR THE COMPLETION OF ITS ASSIGNMENT FOR
THE CURRENT YEAR
O.2 ACKNOWLEDGE THAT THE CONSOLIDATED ACCOUNTS WERE Management For *Management Position Unknown
PRESENTED AND THE EXECUTIVE COMMITTEE REPORT
FOR THE GROUP IS INCLUDED IN THE SUPERVISORY
BOARD REPORT; AND APPROVE THE NET INCOME OF SHARE
GROUP: EUR (-) 94,430,000.00
O.3 APPROVE TO CHARGE THE RECORDED LOSSES OF EUR Management For *Management Position Unknown
133,549,951.00 TO THE RETAINED LOSSES ACCOUNT;
APPROVE THE RETAINED LOSSES ACCOUNT WILL SHOW
A NEW BALANCE OF EUR 247,351,130.00; AND IN ACCORDANCE
WITH PROVISION OF THE LAW
O.4 APPROVE THE SPECIAL AUDITOR S REPORT, IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF ARTICLE L.225-38 AND FOLLOWING
OF THE COMMERCIAL LAW
O.5 APPROVE TO ALLOCATE EUR 305,000.00 TO THE MEMBERS Management For *Management Position Unknown
OF THE EXECUTIVE COMMITTEE AS ATTENDANCE FEES
O.6 RATIFY THE APPOINTMENT OF MR. ANNE-CLAIRE TAITTINGER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.7 RATIFY THE APPOINTMENT OF MR. ETIENNE BERTIER Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.8 RATIFY THE APPOINTMENT OF MR. SAUD AL-SULAIMAN Management For *Management Position Unknown
AS THE MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF 1 YEAR
O.9 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 17 MAR 2003,
TO TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 70.00;
MINIMUM SELLING PRICE: EUR 30.00; AND MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
E.10 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management For *Management Position Unknown
IN FRANCE OR ABROAD, WITH THE ISSUE OF TRANSFERABLE
SECURITIES WITHOUT THE PREFERENTIAL SUBSCRIPTION
RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF EUR 15,000,000.00;
AND AUTHORITY EXPIRES AT THE END OF 26 MONTHS
O.11 AMEND THE ARTICLES OF ASSOCIATION NO.7 Management For *Management Position Unknown
O.12 AMEND THE ARTICLES OF ASSOCIATION NO.25 Management For *Management Position Unknown
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
BECKMAN COULTER, INC. BEC ANNUAL MEETING DATE: 04/01/2004
ISSUER: 075811109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
RONALD W. DOLLENS Management Withheld
CHARLES A. HAGGERTY Management For
WILLIAM N. KELLEY, M.D. Management For
02 APPROVAL OF THE COMPANY S 2004 LONG-TERM PERFORMANCE Management For
PLAN.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
For
For
02 For
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/13/2004
ISSUER: 064057102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. BIONDI Management For For
MR. DONOFRIO Management For For
MR. GRIFFITH Management For For
MR. HASSELL Management For For
MR. KOGAN Management For For
MR. KOWALSKI Management For For
MR. LUKE Management For For
MR. MALONE Management For For
MR. MYNERS Management For For
MR. POZEN Management For For
MS. REIN Management For For
MR. RENYI Management For For
MR. RICHARDSON Management For For
MR. ROBERTS Management For For
MR. SCOTT Management For For
02 RATIFICATION OF AUDITORS Management For For
03 APPROVAL OF AN AMENDMENT TO THE 2004 MANAGEMENT Management For For
INCENTIVE COMPENSATION PLAN
04 SHAREHOLDER PROPOSAL WITH RESPECT TO POLITICAL Shareholder Against For
CONTRIBUTIONS
05 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
06 SHAREHOLDER PROPOSAL WITH RESPECT TO THE COMPOSITION Shareholder Against For
OF THE RISK COMMITTEE
07 SHAREHOLDER PROPOSAL WITH RESPECT TO THE COMPANY Shareholder Against For
S RIGHTS PLAN
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/14/2004
ISSUER: 806857108 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J. DEUTCH Management For For
J.S. GORELICK Management For For
A. GOULD Management For For
T. ISAAC Management For For
A. LAJOUS Management For For
A. LEVY-LANG Management For For
D. PRIMAT Management For For
T. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
03 APPROVAL OF ADOPTION OF THE 2004 STOCK AND DEFERRAL Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Management For For
U.S. BANCORP USB ANNUAL MEETING DATE: 04/20/2004
ISSUER: 902973304 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management Withheld
V. BUYNISKI GLUCKMAN Management Withheld
ARTHUR D. COLLINS, JR. Management Withheld
JERRY W. LEVIN Management Withheld
THOMAS E. PETRY Management Withheld
RICHARD G. REITEN Management Withheld
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For
AUDITORS FOR THE 2004 FISCAL YEAR.
03 SHAREHOLDER PROPOSAL: COMPENSATION SYSTEM FOR Shareholder Against
SENIOR EXECUTIVES.
04 SHAREHOLDER PROPOSAL: SUPPLEMENTAL EXECUTIVE Shareholder For
RETIREMENT BENEFITS.
05 SHAREHOLDER PROPOSAL: SIMPLE MAJORITY VOTING. Shareholder For
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
Against
Against
Against
Against
02 For
03 For
04 Against
05 Against
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/22/2004
ISSUER: 001084102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
W. WAYNE BOOKER Management For For
GERALD B. JOHANNESON Management For For
CURTIS E. MOLL Management For For
ROBERT J. RATLIFF Management For For
02 STOCKHOLDER PROPOSAL REGARDING ENVIRONMENTAL Shareholder For Against
SUSTAINABILITY REPORTING
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/22/2004
ISSUER: 143658300 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICKY ARISON Management For
AMB RICHARD G. CAPEN JR Management For
ROBERT H. DICKINSON Management For
ARNOLD W. DONALD Management For
PIER LUIGI FOSCHI Management For
HOWARD S. FRANK Management For
BARONESS HOGG Management For
A. KIRK LANTERMAN Management For
MODESTO A. MAIDIQUE Management For
JOHN P. MCNULTY Management For
PETER RATCLIFFE Management For
SIR JOHN PARKER Management For
STUART SUBOTNICK Management For
UZI ZUCKER Management For
02 TO APPOINT PRICEWATERHOUSECOOPERS AS INDEPENDENT Management For
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 CARNIVAL Management For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
04 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For
PLC FOR THE FINANCIAL PERIOD ENDED NOVEMBER 30,
2003.
05 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For
BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For
RIGHTS FOR CARNIVAL PLC SHARES.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466000 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT, ACCOUNTS OF NESTLE Management For *Management Position Unknown
S.A. AND OF NESTLE GROUP AND THE REPORT OF THE
AUDITORS
2. APPROVE THE RELEASE OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
THE PROFITS RESULTING FROM THE BALANCE SHEET
OF NESTLE S.A.
4.A ELECT SIR EDWARD GEORGE AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.B ELECT MR. KASPAR VILLIGER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.C ELECT MR. ROLF HAENGGI AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.D ELECT MR. DANIEL BOREL AS A BOARD OF DIRECTOR Management For *Management Position Unknown
4.E ELECT MRS. CAROLINA MUNELLER AS A BOARD OF DIRECTOR Management For *Management Position Unknown
* PLEASE NOTE THAT THIS IS THE PART II OF THE NOTICE Non-Voting *Management Position Unknown
SENT UNDER MEETING #122237. PLEASE ALSO NOTE
THAT IF YOU HAVE ALREADY REGISTERED YOUR SHARES,
THE CUT-OFF DATE FOR YOUR VOTING INSTRUCTIONS
IS 08 APR 2004. THANK YOU
PFIZER INC. PFE ANNUAL MEETING DATE: 04/22/2004
ISSUER: 717081103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
MICHAEL S. BROWN Management For
M. ANTHONY BURNS Management For
ROBERT N. BURT Management For
W. DON CORNWELL Management For
WILLIAM H. GRAY III Management For
CONSTANCE J. HORNER Management For
WILLIAM R. HOWELL Management For
STANLEY O. IKENBERRY Management For
GEORGE A. LORCH Management For
HENRY A. MCKINNELL Management For
DANA G. MEAD Management For
FRANKLIN D. RAINES Management For
RUTH J. SIMMONS Management For
WILLIAM C. STEERE, JR. Management For
JEAN-PAUL VALLES Management For
02 A PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG Management For
LLP AS INDEPENDENT AUDITORS FOR 2004.
03 A PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK Management For
PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING REVIEW OF THE Shareholder Against
ECONOMIC EFFECTS OF THE HIV/AIDS, TB AND MALARIA
PANDEMICS ON THE COMPANY S BUSINESS STRATEGY.
05 SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS. Shareholder Against
06 SHAREHOLDER PROPOSAL RELATING TO AN ANNUAL REPORT Shareholder Against
ON CORPORATE RESOURCES DEVOTED TO SUPPORTING
POLITICAL ENTITIES OR CANDIDATES.
07 SHAREHOLDER PROPOSAL SEEKING TO IMPOSE TERM LIMITS Shareholder Against
ON DIRECTORS.
08 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON INCREASING Shareholder Against
ACCESS TO PFIZER PRODUCTS.
09 SHAREHOLDER PROPOSAL ON STOCK OPTIONS. Shareholder Against
10 SHAREHOLDER PROPOSAL ON IN VITRO TESTING. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 For
10 For
INTERBREW SA, BRUXELLES MIX MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
* PLEASE NOTE THAT THIS IS AN EXTRAORDINARY GENERAL Non-Voting *Management Position Unknown
MEETING. THANK YOU
I. APPROVE TO RENEW FOR A TERM OF 18 MONTHS AND Management For *Management Position Unknown
TO AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE
THE COMPANY S OWN SHARES FOR A PRICE WHICH WILL
COMPLY WITH THE LEGAL PROVISIONS, AT A PRICE
NOT BELOW THE 20% OF THE CLOSING PRICE AND NOT
MORE THAN 20% ABOVE THE HIGHEST CLOSING PRICE
IN THE 20 DAYS PRECEDING THE TRANSACTION
II. AUTHORIZE THE SECRETARY GENERAL OF THE COMPANY, Management For *Management Position Unknown
WITH A POWER OF SUB DELEGATION, THE AUTHORITY
TO CO-ORDINATE THE TEXT OF THE BY-LAWS
III.1 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
ISSUANCE OF 5,000,000 SUBSCRIPTION RIGHTS
III.2 RECEIVE THE BOARD OF DIRECTORS REPORT ON THE Non-Voting *Management Position Unknown
CANCELLATION OF THE PRE-EMPTION RIGHTS
III.3 APPROVE TO CANCEL THE PRE-EMPTIVE RIGHT WITH Management For *Management Position Unknown
REGARD TO THE ISSUANCE OF SUBSCRIPTION RIGHTS
IN FAVOR OF CERTAIN SENIOR MANAGEMENT EMPLOYEES
OF THE COMPANY AND OF ITS SUBSIDIARIES, TO BE
DETERMINED BY THE HUMAN RESOURCES & NOMINATING
COMMITTEE, AND ACCESSORILY, IN FAVOR OF ALL CURRENT
DIRECTORS OF THE COMPANY
III.4 APPROVE TO ISSUE 5,000,000 SUBSCRIPTION RIGHTS Management For *Management Position Unknown
AT A PRICE EQUAL TO THE AVERAGE PRICE OF THE
INTERBREW SA SHARE OVER THE 30 DAYS BEFORE THE
OFFERING OF THE RIGHTS BY THE EGM AND TO DETERMINE
ISSUANCE AND EXERCISE CONDITIONS IN ACCORDANCE
WITH THE ISSUANCE AND EXERCISE CONDITIONS SET
FORTH IN THE SPECIAL REPORT OF THE BOARD OF DIRECTORS
III.5 APPROVE TO INCREASE THE CAPITAL OF THE COMPANY, Management For *Management Position Unknown
UNDER THE CONDITION AND TO THE EXTENT OF THE
EXERCISE OF THE SUBSCRIPTION RIGHTS, FOR A MAXIMUM
AMOUNT EQUAL TO THE NUMBER OF SUBSCRIPTION RIGHTS
ISSUED MULTIPLIED BY THE EXERCISE PRICE OF THE
SUBSCRIPTION RIGHTS AND ALLOCATION OF THE SHARE
PREMIUM TO AN ACCOUNT NOT AVAILABLE FOR DISTRIBUTION
IV.1 AUTHORIZE THE HUMAN RESOURCES & NOMINATING COMMITTEE Management For *Management Position Unknown
THE POWER TO DETERMINE THE IDENTITY OF THE RECIPIENTS
AND THE NUMBER OF SUBSCRIPTION RIGHTS WHICH THEY
ARE OFFERED
IV.2 AUTHORIZE 2 DIRECTORS ACTING JOINTLY TO HAVE Management For *Management Position Unknown
ESTABLISH A DEED THE EXERCISE OF THE SUBSCRIPTION
RIGHTS AND THE CORRESPONDING INCREASE OF THE
CAPITAL AND OF THE NUMBER OF NEW SHARES ISSUED,
THE ALTERATION OF THE BY-LAWS AS A CONSEQUENCE
THEREOF, THE SHARE PREMIUMS AND THE ALLOCATION
OF THESE PREMIUMS TO AN ACCOUNT NOT AVAILABLE
FOR DISTRIBUTION, AS WELL AS TO CO-ORDINATE THE
TEXT OF THE BY-LAWS AND TO DEPOSIT THEM AT THE
CLERK S OFFICE
INTERBREW SA, BRUXELLES OGM MEETING DATE: 04/27/2004
ISSUER: B5096U121000 ISIN: BE0003793107 BLOCKING
SEDOL: 4755317
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER 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 YOU
1. RECEIVE THE MANAGEMENT REPORT BY THE BOARD OF Non-Voting *Management Position Unknown
DIRECTORS ON THE ACCOUNTING YE 31 DEC 2003
2. RECEIVE THE REPORT BY THE STATUTORY AUDITOR ON Non-Voting *Management Position Unknown
THE ACCOUNTING YE 31 DEC 2003
3. RECEIVE THE COMMUNICATION OF THE CONSOLIDATED Non-Voting *Management Position Unknown
ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING YE
31 DEC 2003
4. APPROVE THE ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING Management For *Management Position Unknown
YE 31 DEC 2003, INCLUDING THE FOLLOWING ALLOCATION
OF THE RESULT; PROFIT OF THE ACCOUNTING YEAR:
EUR 272,289,001.27; PROFIT CARRIED FORWARD FROM
THE PRECEDING ACCOUNTING YEAR EUR 655,231,753.31;
RESULT TO BE ALLOCATED EUR 927,520,754.58; DEDUCTION
FOR THE LEGAL RESERVE EUR 27,288.80; GROSS DIVIDEND
FOR THE SHARES EUR 155,519,345.52; BALANCE CARRIED
FORWARD PROFIT EUR 771,974,120.26
5. GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management For *Management Position Unknown
OF THEIR DUTIES DURING THE ACCOUNTING YE 31 DEC
2003
6. GRANT DISCHARGE TO THE STATUTORY AUDITOR FOR Management For *Management Position Unknown
THE PERFORMANCE OF HIS DUTIES DURING THE ACCOUNTING
YE 31 DEC 2003
7.a APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. ALEXANDRE VAN DAMME, FOR 3 YEARS ENDING
AFTER THE SHAREHOLDERS MEETING IN 2006
7.b APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. PHILIPPE DE SPOELBERCH, FOR A PERIOD OF
3 ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.c APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. REMMERT LAAN, FOR A PERIOD OF 3 YEARS
ENDING AFTER THE SHAREHOLDERS MEETING IN 2006
7.d APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-LUC DEHAENE, FOR A PERIOD OF THREE
YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006
7.e APPROVE TO RENEW THE APPOINTMENT OF MR. BERNARD Management For *Management Position Unknown
HANON, AS DIRECTOR FOR A PERIOD OF 1 YEAR ENDING
AFTER THE SHAREHOLDERS MEETING IN 2004
8. APPROVE TO RENEW THE APPOINTMENT KPMG, BRUSSELS, Management For *Management Position Unknown
AS STATUTORY AUDITOR REPRESENTED BY MR. ERIK
HELSEN. REVISEUR D ENTREPRISES, FOR A PERIOD
OF 3 YEARS ENDING AFTER THE SHAREHOLDERS MEETING
IN 2006 AND WITH A YEARLY REMUNERATION OF EUR
57,717
9. MISCELLANEOUS Non-Voting *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/27/2004
ISSUER: 806605101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRED HASSAN Management For For
PHILIP LEDER, M.D. Management For For
EUGENE R. MCGRATH Management For For
RICHARD DE J. OSBORNE Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT AUDITORS Management For For
03 APPROVAL OF THE OPERATIONS MANAGEMENT TEAM INCENTIVE Management For For
PLAN
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING
DATE: 04/27/2004
ISSUER: 693475105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management Withheld Against
MR. LINDSAY Management For For
MR. MASSARO Management For For
MR. O'BRIEN Management For For
MS. PEPPER Management For For
MR. ROHR Management For For
MS. STEFFES Management For For
MR. STRIGL Management For For
MR. THIEKE Management For For
MR. USHER Management For For
MR. WASHINGTON Management For For
MR. WEHMEIER Management For For
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2004
ISSUER: 057224107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
EDWARD P. DJEREJIAN Management Withheld Against
H. JOHN RILEY, JR. Management Withheld Against
CHARLES L. WATSON Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2004.
03 STOCKHOLDER PROPOSAL NO. 1 - REGARDING CLASSIFIED Shareholder For Against
BOARDS.
04 STOCKHOLDER PROPOSAL NO. 2 - REGARDING POISON Shareholder Against For
PILLS.
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/28/2004
ISSUER: 601073109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DANIEL BELLUS Management For For
ROBERT C. BISHOP Management For For
EDWARD M. SCOLNICK Management For For
KIMBERLY-CLARK CORPORATION KMB ANNUAL MEETING DATE: 04/29/2004
ISSUER: 494368103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management
PASTORA S.J. CAFFERTY Management Withheld
CLAUDIO X. GONZALEZ Management Withheld
LINDA JOHNSON RICE Management Withheld
MARC J. SHAPIRO Management Withheld
02 APPROVAL OF AMENDMENTS TO 2001 EQUITY PARTICIPATION Management For
PLAN
03 APPROVAL OF AUDITORS Management For
04 STOCKHOLDER PROPOSAL REGARDING THE CORPORATION Shareholder For
S AMENDED AND RESTATED RIGHTS AGREEMENT
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
Against
Against
Against
Against
02 For
03 For
04 Against
PEARSON PLC AGM MEETING DATE: 04/30/2004
ISSUER: G69651100000 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE ACCOUNTS OF THE COMPANY Management For *Management Position Unknown
AND THE REPORTS OF THE DIRECTORS OF THE COMPANY
AND THE AUDITORS FOR THE YE 31 DEC 2003
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
3. RE-ELECT MR. DENNIS STEVENSON AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. JOHN MAKINSON AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
7. RECEIVE AND APPROVE THE REPORT OF THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF THE Management For *Management Position Unknown
AUTHORITY OF THE AGM OF 25 APR 2003, SUBJECT
TO THE PASSING OF RESOLUTION 11 OF THE AGM OF
25 MAR 2004, TO ALLOT RELEVANT SECURITIES SECTION
80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 66, 871,000; AUTHORITY
EXPIRES ON 29 APR 2009 ; AND THE DIRECTORS MAY
MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
11. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 294,500,000 BY GBP 1,000,000
TO GBP 295,500,000 BY THE CREATION OF 4,000,000
ORDINARY SHARES OF 25P EACH
S.12 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY, Management For *Management Position Unknown
PURSUANT TO SECTION 95, TO ALLOT EQUITY SECURITIES
SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 10, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES: I) IN CONNECTION WITH A RIGHTS
ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; II)
UP TO AN AGGREGATE NOMINAL VALUE OF GBP 10,030,000;
AUTHORITY EXPIRES ON 29 APR 2009 ; AND THE BOARD
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION, TO
MAKE MARKET PURCHASES SECTION 163(3) OF THE
COMPANIES ACT 1985 OF UP TO 80,000,000 ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 25P AND EQUAL TO 105% OF
THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES ON 29 JUL 2005 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
S.14 APPROVE TO ADOPT THE DOCUMENT PRODUCED TO THE Management For *Management Position Unknown
MEETING AS THE ARTICLES OF ASSOCIATION OF THE
COMPANY IN SUBSTITUTION FOR AND TO THE EXCLUSION
OF THE PRESENT ARTICLES OF ASSOCIATION OF THE
COMPANY
15. APPROVE TO EXTEND THE PEARSON PLC UK WORLDWIDE Management For *Management Position Unknown
SAVE FOR SHARE PLAN UNTIL 30 APR 2014 AND AUTHORIZE
THE DIRECTORS TO OPERATE SAVINGS-RELATED SHARES
OPTION PLANS IN COUNTRIES OTHER THAN THE UK ON
TERMS SIMILAR TO AND SUBJECT TO THE OVERALL LIMITS
CONTAINED IN THE PEARSON PLC UK WORLDWIDE SAVE
FOR SHARE PLAN AND AUTHORIZE THE DIRECTORS TO
BE COUNTED IN THE QUORUM AT A MEETING OF THE
DIRECTORS AND VOTE AS DIRECTORS ON ANY OTHER
MATTER CONNECTED WITH THE PEARSON PLC UK WORLDWIDE
SAVE FOR SHARES PLAN OR ANY PLAN ESTABLISHED
ABOVE, NOTWITHSTANDING THAT THEY MAY BE INTERESTED
IN THE SAME
PACKAGING CORPORATION OF AMERICA PKG ANNUAL MEETING DATE: 05/04/2004
ISSUER: 695156109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
HENRY F. FRIGON Management For For
LOUIS S. HOLLAND Management For For
JUSTIN S. HUSCHER Management For For
SAMUEL M. MENCOFF Management Withheld Against
THOMAS S. SOULELES Management Withheld Against
PAUL T. STECKO Management For For
RAYFORD K. WILLIAMSON Management For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS.
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/05/2004
ISSUER: 023551104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
N.F. BRADY Management For For
J.B. COLLINS Management For For
T.H. KEAN Management For For
F.A. OLSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2004.
03 APPROVAL OF THE ADOPTION OF THE SECOND AMENDED Management For For
AND RESTATED 1995 LONG-TERM INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL TO ESTABLISH AN OFFICE OF Shareholder Against For
THE BOARD OF DIRECTORS FOR STOCKHOLDER COMMUNICATIONS.
HEARST-ARGYLE TELEVISION, INC. HTV ANNUAL MEETING DATE: 05/05/2004
ISSUER: 422317107 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
CAROLINE L. WILLIAMS Management For
02 APPROVAL OF INCENTIVE COMPENSATION PLAN PROPOSAL. Management Against
03 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For
EXTERNAL AUDITORS.
04 AT THE DISCRETION OF SUCH PROXIES, ON ANY OTHER Management Against
MATTER THAT PROPERLY MAY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
02 Against
03 For
04 Against
KANSAS CITY SOUTHERN KSU ANNUAL MEETING DATE: 05/06/2004
ISSUER: 485170302 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. EDWARD ALLINSON Management For For
JAMES R. JONES Management For For
KAREN L. PLETZ Management For For
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF KPMG LLP AS KCS S INDEPENDENT ACCOUNTANTS
FOR 2004.
BOWATER INCORPORATED BOW ANNUAL MEETING DATE: 05/12/2004
ISSUER: 102183100 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ARNOLD M. NEMIROW Management For For
ARTHUR R. SAWCHUK Management For For
GORDON D. GIFFIN Management For For
DOUGLAS A. PERTZ Management For For
NEWELL RUBBERMAID INC. NWL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 651229106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SCOTT S. COWEN Management For For
CYNTHIA A. MONTGOMERY Management For For
ALLAN P. NEWELL Management For For
GORDON R. SULLIVAN Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE YEAR 2004.
UNILEVER PLC UL ANNUAL MEETING DATE: 05/12/2004
ISSUER: 904767704 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 TO RECEIVE THE REPORT & ACCOUNTS FOR THE YEAR Management For
ENDED DECEMBER 31, 2003.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For
FOR THE YEAR ENDED DECEMBER 31, 2003.
03 TO DECLARE A DIVIDEND OF 11.92 PENCE ON THE ORDINARY Management For
SHARES.
04 DIRECTOR Management For
NWA FITZGERALD, KBE* Management For
A BURGMANS* Management For
AC BUTLER* Management For
PJ CESCAU* Management For
KB DADISETH* Management For
AR BARON VAN HEEMSTRA* Management For
RHP MARKHAM* Management For
CJ VAN DER GRAAF Management For
LORD BRITTAN Management For
BARONESS CHALKER Management For
B COLLOMB Management For
W DIK Management For
O FANJUL Management For
CX GONZALEZ Management For
H KOPPER Management For
LORD SIMON Management For
J VAN DER VEER Management For
21 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For
OF THE COMPANY.
22 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For
REMUNERATION.
23 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE SHARES. Management For
24 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For
PRE-EMPTION RIGHTS.
25 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For
ITS OWN SHARES.
26 TO CHANGE THE ARTICLES TO REFLECT CORPORATE GOVERNANCE Management For
CHANGES--APPENDIX 1 TO NOTICE OF MEETING.
27 TO CHANGE THE ARTICLES FOR TREASURY SHARES AND Management For
OTHER MINOR CHANGES--APPENDIX 2 TO NOTICE OF MEETING.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01 For
02 For
03 For
04
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
For
21 For
22 For
23 For
24 For
25 For
26 For
27 For
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/13/2004
ISSUER: 017361106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ELEANOR BAUM Management For
CYRUS F. FREIDHEIM, JR. Management For
TED J. KLEISNER Management For
02 APPROVAL OF ELIMINATION OF CUMULATIVE VOTING Management For
IN THE ELECTION OF DIRECTORS.
03 APPROVAL OF DIRECTOR EQUITY COMPENSATION PLAN. Management For
04 APPROVAL OF ANNUAL INCENTIVE PLAN. Management For
05 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS INDEPENDENT AUDITORS.
06 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Management For
VOTE.
07 STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER INPUT Management For
ON POISON PILLS.
08 STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY. Management For
09 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD Shareholder For
CHAIRMAN.
10 STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK Shareholder For
OPTIONS.
11 STOCKHOLDER PROPOSAL REGARDING RETENTION OF Shareholder For
STOCK OBTAINED THROUGH OPTIONS.
12 STOCKHOLDER PROPOSAL REGARDING AUDITOR FEES. Shareholder Against
13 STOCKHOLDER PROPOSAL REGARDING PRE-EMPTIVE RIGHTS. Shareholder Against
14 STOCKHOLDER PROPOSAL REGARDING REINCORPORATION Shareholder Against
IN DELAWARE.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
02 For
03 For
04 For
05 For
06 For
07 For
08 For
09 Against
10 Against
11 Against
12 For
13 For
14 For
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/13/2004
ISSUER: 216640102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAMAR NORSWORTHY Management For For
MICHAEL E. PATRICK Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
AUDITORS FOR 2004
03 VOTE ON A STOCKHOLDER PROPOSAL Shareholder For Against
NUCOR CORPORATION NUE ANNUAL MEETING DATE: 05/13/2004
ISSUER: 670346105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DANIEL R. DIMICCO Management For For
JAMES D. HLAVACEK Management For For
RAYMOND J. MILCHOVICH Management For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS NUCOR S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2004
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/13/2004
ISSUER: G90078109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT L. LONG Management For For
MARTIN B. MCNAMARA Management For For
ROBERT M. SPRAGUE Management For For
J. MICHAEL TALBERT Management For For
02 APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE Management For For
PLAN AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS INDEPENDENT AUDITORS.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/14/2004
ISSUER: 676220106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEE A. AULT III Management For For
NEIL R. AUSTRIAN Management For For
DAVID W. BERNAUER Management For For
ABELARDO E. BRU Management For For
DAVID I. FUENTE Management For For
BRENDA J. GAINES Management For For
MYRA M. HART Management For For
W. SCOTT HEDRICK Management For For
JAMES L. HESKETT Management For For
PATRICIA H. MCKAY Management For For
MICHAEL J. MYERS Management For For
BRUCE NELSON Management For For
02 AMENDMENT OF COMPANY S LONG-TERM EQUITY INCENTIVE Management For For
PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE UNDER THE PLAN BY 15,000,000 SHARES.
03 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.
WASTE MANAGEMENT, INC. WMI ANNUAL MEETING DATE: 05/14/2004
ISSUER: 94106L109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PASTORA CAFFERTY Management For For
FRANK M. CLARK, JR. Management For For
ROBERT S. MILLER Management For For
A. MAURICE MYERS Management For For
JOHN C. POPE Management For For
W. ROBERT REUM Management For For
STEVEN G. ROTHMEIER Management For For
DAVID P. STEINER Management For For
CARL W. VOGT Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT AUDITORS FOR 2004.
03 TO VOTE ON A PROPOSAL TO APPROVE OUR 2004 STOCK Management For For
INCENTIVE PLAN.
04 TO VOTE ON A PROPOSAL TO APPROVE OUR 2005 ANNUAL Management For For
INCENTIVE PLAN.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/19/2004
ISSUER: 319963104 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HENRY C. DUQUES Management For For
CHARLES T. FOTE Management For For
RICHARD P. KIPHART Management For For
JOAN E. SPERO Management For For
02 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2004.
VARCO INTERNATIONAL, INC. VRC ANNUAL MEETING DATE: 05/20/2004
ISSUER: 922122106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GREG L. ARMSTRONG Management For For
GEORGE S. DOTSON Management For For
RICHARD A. KERTSON Management For For
JOHN F. LAULETTA Management For For
ERIC L. MATTSON Management For For
L.E. SIMMONS Management For For
JEFFERY A. SMISEK Management For For
DOUGLAS E. SWANSON Management For For
JAMES D. WOODS Management For For
02 TO APPROVE AN AMENDMENT TO THE EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK THAT MAY BE ISSUED BY 900,000
SHARES.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS VARCO S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/21/2004
ISSUER: 887317105 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
JAMES L. BARKSDALE Management For
STEPHEN F. BOLLENBACH Management For
STEPHEN M. CASE Management For
FRANK J. CAUFIELD Management For
ROBERT C. CLARK Management For
MILES R. GILBURNE Management For
CARLA A. HILLS Management For
REUBEN MARK Management For
MICHAEL A. MILES Management For
KENNETH J. NOVACK Management For
RICHARD D. PARSONS Management For
R.E. TURNER Management For
FRANCIS T. VINCENT, JR. Management For
02 RATIFICATION OF AUDITORS. Management For
03 STOCKHOLDER PROPOSAL REGARDING CHINA BUSINESS Shareholder Against
PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING REPORT ON PAY DISPARITY. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 12686C109 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CHARLES D. FERRIS Management For For
RICHARD H. HOCHMAN Management For For
VICTOR ORISTANO Management For For
VINCENT TESE Management For For
THOMAS V. REIFENHEISER Management For For
JOHN R. RYAN Management For For
02 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For For
OF KPMG LLP, AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR 2004.
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2004
ISSUER: 784117103 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ALFRED P. WEST, JR.* Management For
WILLIAM M. DORAN* Management For
HOWARD D. ROSS* Management For
THOMAS W. SMITH** Management For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For
LLP AS SEI INVESTMENTS COMPANY S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2004.
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/25/2004
ISSUER: G95089101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PHILIP BURGUIERES Management For For
NICHOLAS F. BRADY Management For For
DAVID J. BUTTERS Management For For
BERNARD J. DUROC-DANNER Management For For
SHELDON B. LUBAR Management For For
WILLIAM E. MACAULAY Management For For
ROBERT B. MILLARD Management For For
ROBERT K. MOSES, JR. Management For For
ROBERT A. RAYNE Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
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.
CAESARS ENTERTAINMENT, INC. CZR ANNUAL MEETING DATE: 05/26/2004
ISSUER: 127687101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
A. STEVEN CROWN Management For For
GILBERT L. SHELTON Management For For
02 TO APPROVE THE CAESARS ENTERTAINMENT, INC. 2004 Management For For
LONG TERM INCENTIVE PLAN
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/26/2004
ISSUER: 603158106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN B. CURCIO Management For For
PAUL R. SAUERACKER Management For For
WILLIAM C. STIVERS Management For For
02 RATIFICATION OF APPOINTMENT OF AUDITORS. Management For For
NETWORKS ASSOCIATES, INC. NET ANNUAL MEETING DATE: 05/27/2004
ISSUER: 640938106 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. ROBERT DUTKOWSKY Management For For
MR. DENIS O'LEARY Management For For
MR. ROBERT PANGIA Management For For
02 TO APPROVE AN AMENDMENT TO THE 1997 STOCK INCENTIVE Management For For
PLAN TO PROHIBIT REPRICING OF OUTSTANDING STOCK
OPTIONS OR STOCK APPRECIATION RIGHTS WITHOUT
STOCKHOLDER APPROVAL AND TO REAPPROVE THE PERFORMANCE
CRITERIA UNDER THE 1997 STOCK INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2004.
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/17/2004
ISSUER: 855030102 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
ARTHUR M. BLANK Management For
GARY L. CRITTENDEN Management For
MARTIN TRUST Management For
PAUL F. WALSH Management For
02 TO APPROVE STAPLES 2004 STOCK INCENTIVE PLAN. Management For
03 TO APPROVE STAPLES AMENDED AND RESTATED 1998 Management For
EMPLOYEE STOCK PURCHASE PLAN.
04 TO APPROVE STAPLES AMENDED AND RESTATED INTERNATIONAL Management For
EMPLOYEE STOCK PURCHASE PLAN.
05 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
06 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder Against
RIGHTS PLANS.
07 TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER Shareholder For
INPUT ON POISON PILLS.
08 TO ACT ON A SHAREHOLDER PROPOSAL ON COMMONSENSE Shareholder Against
EXECUTIVE COMPENSATION.
09 TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR INDEPENDENCE. Shareholder Against
VOTE GROUP: GLOBAL
Proposal For or Against
Number Mgmt.
01
For
For
For
For
02 For
03 For
04 For
05 For
06 For
07 Against
08 For
09 For
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2004
ISSUER: 835699307 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
C1 TO AMEND A PART OF THE ARTICLES OF INCORPORATION. Management For For
C2 TO ELECT 16 DIRECTORS. Management Abstain Against
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
C4 TO ISSUE STOCK ACQUISITION RIGHTS FOR THE SHARES Management For For
OF SUBSIDIARY TRACKING STOCK OF THE CORPORATION
FOR THE PURPOSE OF GRANTING STOCK OPTIONS.
S5 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS OF REMUNERATION
AND OTHER AMOUNTS PAID TO EACH DIRECTOR AND CORPORATE
EXECUTIVE OFFICER.
THE KROGER CO. KR ANNUAL MEETING DATE: 06/24/2004
ISSUER: 501044101 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. CLENDENIN Management For For
DAVID B. DILLON Management For For
DAVID B. LEWIS Management For For
DON W. MCGEORGE Management For For
W. RODNEY MCMULLEN Management For For
SUSAN M. PHILLIPS Management For For
02 APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. Management For For
03 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS
TO BE ELECTED ANNUALLY.
04 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder For Against
TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS.
05 APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, Shareholder Against For
TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE
AGREEMENTS.
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) Exeter Fund, Inc.
By (Signature and Title) /s/ B. Reuben Auspitz
B. Reuben Auspitz
President, Principal Executive Officer
Date 8/27/04