--------------------------------
OMB APPROVAL
- --------------------------------
OMB Number: 3235-0582
Expires: March 31, 2006
Estimated average burden
hours per response 14.4
- --------------------------------
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)
290 Woodcliff Drive, Fairport, NY 14450
- ---------------------------------------
(Address of principal executive offices) (Zip code)
B. Reuben Auspitz, Exeter Fund, Inc., 290 Woodcliff Drive, Fairport, NY 14450
- -----------------------------------------------------------------------------
(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: 7/1/04-6/30/05
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
SEC 2451 (4-03) Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
EXHIBIT
Exeter Fund, Inc. Equity Series
TICKER: EXEYX
PROXY VOTING RECORD
7/1/2004-6/30/2005
BLOCKBUSTER INC. BBI ANNUAL MEETING DATE: 07/20/2004
ISSUER: 093679 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MICHAEL D. FRICKLAS Management Withheld Against
JOHN L. MUETHING Management For For
SUMNER M. REDSTONE Management Withheld Against
02 ADOPTION OF THE SECOND AMENDED AND RESTATEDCERTIFICATE Management Against Against
OF INCORPORATION OF BLOCKBUSTER INC.
03 APPROVAL OF THE BLOCKBUSTER INC. AMENDED AND Management Against Against
RESTATED 1999 LONG-TERM MANAGEMENT INCENTIVE PLAN.
04 APPROVAL OF THE BLOCKBUSTER INC. 2004 LONG-TERM Management Against Against
MANAGEMENT INCENTIVE PLAN.
05 APPROVAL OF THE BLOCKBUSTER INC. AMENDED AND Management For For
RESTATED SENIOR EXECUTIVE SHORT-TERM INCENTIVE
PLAN.
06 APPROVAL OF THE BLOCKBUSTER INC. COMPENSATION Management For For
PLAN FOR NON-EMPLOYEE DIRECTORS.
07 APPROVAL OF THE BLOCKBUSTER INC. AMENDED AND Management For For
RESTATED CHAIRMAN S AWARD PLAN.
08 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT AUDITORS.
H.J. HEINZ COMPANY HNZ ANNUAL MEETING DATE: 09/08/2004
ISSUER: 423074 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: 09/23/2004
ISSUER: 94769M ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARK J. ADLER, M.D. Management For For
HERMAN SARKOWSKY Management For For
02 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE CERTAIN VOTING RIGHTS
TO THE HOLDERS OF CONVERTIBLE REDEEMABLE
EXCHANGEABLE
PREFERRED STOCK AND TO INSERT A SENTENCE RECITING
THE TOTAL NUMBER OF SHARES OF ALL CAPITAL STOCK
THAT WEBMD IS AUTHORIZED TO ISSUE.
03 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK FROM 5,000,000 TO 10,000. PROPOSAL
3 IS EXPRESSLY CONDITIONED UPON THE APPROVAL
OF PROPOSALS 2 AND 4 BY STOCKHOLDERS, AND WILL
NOT BE EFFECTIVE UNLESS BOTH PROPOSALS 2 AND
4 ARE ALSO APPROVED.
04 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO CLARIFY THE AUTHORITY OF
WEBMD S BOARD OF DIRECTORS TO DESIGNATE AND AUTHORIZE
THE ISSUANCE OF NEW SERIES OF PREFERRED STOCK
WITH VOTING RIGHTS. PROPOSAL 4 IS EXPRESSLY
CONDITIONED UPON THE APPROVAL OF PROPOSALS 2 AND 3
BY STOCKHOLDERS,
AND WILL NOT BE EFFECTIVE UNLESS BOTH PROPOSALS
2 AND 3 ARE ALSO APPROVED.
WACHOVIA CORPORATION WB SPECIAL MEETING DATE: 10/28/2004
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Management For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL
MERGE WITH AND INTO WACHOVIA, AS MORE FULLY DESCRIBED
IN THE JOINT PROXY STATEMENT-PROSPECTUS DATED
SEPTEMBER 24, 2004.
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2004
ISSUER: 518439 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
AERIN LAUDER Management Withheld Against
WILLIAM P. LAUDER Management For For
RICHARD D. PARSONS Management For For
LYNN F. DE ROTHSCHILD Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR THE 2005 FISCAL YEAR.
THE HAIN CELESTIAL GROUP, INC. HAIN ANNUAL MEETING DATE: 12/02/2004
ISSUER: 405217 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
IRWIN D. SIMON Management For For
BARRY J. ALPERIN Management For For
BETH L. BRONNER Management For For
JACK FUTTERMAN Management For For
DANIEL R. GLICKMAN Management For For
MARINA HAHN Management For For
ANDREW R. HEYER Management For For
ROGER MELTZER Management For For
MITCHELL A. RING Management For For
LEWIS D. SCHILIRO Management For For
D. EDWARD I. SMYTH Management For For
LARRY S. ZILAVY Management For For
02 TO APPROVE THE AMENDMENT TO THE 2002 LONG TERM Management Against Against
INCENTIVE AND STOCK AWARD PLAN TO INCREASE THE
NUMBER OF SHARES ISSUABLE OVER THE TERM OF THE
PLAN BY 1,800,000 SHARES TO 4,900,000 SHARES
IN THE AGGREGATE.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, Management For For
TO ACT AS REGISTERED INDEPENDENT ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
VARCO INTERNATIONAL, INC. VRC SPECIAL MEETING DATE: 03/11/2005
ISSUER: 922122 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE AMENDED AND RESTATED AGREEMENT Management For For
AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11,
2004, BETWEEN NATIONAL-OILWELL, INC., A DELAWARE
CORPORATION, AND VARCO INTERNATIONAL, INC., A
DELAWARE CORPORATION, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, PURSUANT TO WHICH VARCO WILL
BE MERGED WITH AND INTO NATIONAL OILWELL.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management Against Against
MEETING FOR ANY REASON, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF PROPOSAL 1.
03 IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, Management Against Against
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF.
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/12/2005
ISSUER: 064057 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. 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
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 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shareholder For Against
VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/13/2005
ISSUER: 143658 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
RICHARD J. GLASIER 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
SIR JOHN PARKER Management For For
PETER G. RATCLIFFE Management For For
STUART SUBOTNICK Management For For
UZI ZUCKER Management For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Management For For
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Management For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT
AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTANTS FOR CARNIVAL
CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Management For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For For
BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC Management For For
TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE
OPEN MARKET.
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/13/2005
ISSUER: 806857 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
J. DEUTCH Management Withheld Against
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
M.E. MARKS Management For For
D. PRIMAT Management For For
T.I. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
R. TALWAR Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Management For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE Management For For
SCHLUMBERGER
DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
THE E.W. SCRIPPS COMPANY SSP ANNUAL MEETING DATE:
04/14/2005
ISSUER: 811054 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DAVID A. GALLOWAY Management For For
NICHOLAS B. PAUMGARTEN Management Withheld Against
RONALD W. TYSOE Management For For
JULIE A. WRIGLEY Management For For
U.S. BANCORP USB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 902973 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOEL W. JOHNSON Management Withheld Against
DAVID B. O'MALEY Management For For
O'DELL M. OWENS MD, MPH Management For For
CRAIG D. SCHNUCK Management Withheld Against
WARREN R. STALEY Management For For
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
03 AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE Management For For
SUPERMAJORITY VOTING.
04 SHAREHOLDER PROPOSAL: PERFORMANCE VESTING SHARES. Shareholder Against For
05 SHAREHOLDER PROPOSAL: PROHIBITION ON TAX AND Shareholder Against For
NON-AUDIT WORK BY INDEPENDENT AUDITORS.
WACHOVIA CORPORATION WB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN D. BAKER, II* Management For For
PETER C. BROWNING* Management For For
DONALD M. JAMES* Management For For
VAN L. RICHEY* Management For For
G. KENNEDY THOMPSON* Management For For
JOHN C. WHITAKER, JR.* Management For For
WALLACE D. MALONE, JR** Management For For
ROBERT J. BROWN*** Management For For
02 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/21/2005
ISSUER: 001084 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HERMAN CAIN Management For For
WOLFGANG DEML Management For For
DAVID E. MOMOT Management For For
MARTIN RICHENHAGEN Management For For
TEXAS INSTRUMENTS INCORPORATED TXN ANNUAL MEETING DATE: 04/21/2005
ISSUER: 882508 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J.R. ADAMS Management For For
D.L. BOREN Management For For
D.A. CARP Management For For
C.S. COX Management For For
T.J. ENGIBOUS Management For For
G.W. FRONTERHOUSE Management For For
D.R. GOODE Management For For
P.H. PATSLEY Management For For
W.R. SANDERS Management For For
R.J. SIMMONS Management For For
R.K. TEMPLETON Management For For
C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Management For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Management For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
ALCOA INC. AA ANNUAL MEETING DATE: 04/22/2005
ISSUER: 013817 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH T. GORMAN Management For For
KLAUS KLEINFELD Management For For
02 PROPOSAL TO APPROVE THE INDEPENDENT AUDITOR Management For For
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/26/2005
ISSUER: 806605 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HANS W. BECHERER Management For For
KATHRYN C. TURNER Management For For
ROBERT F.W. VAN OORDT Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS Shareholder For Against
04 SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shareholder Against For
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING DATE: 04/26/2005
ISSUER: 693475 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management For For
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
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
FOR 2005.
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/27/2005
ISSUER: 601073 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MELVIN D. BOOTH Management For For
MAUREEN A. HENDRICKS Management For For
MARTIN D. MADAUS Management For For
02 ADOPTION OF THE AMENDMENTS TO THE MILLIPORE Management For For
CORPORATION
1999 STOCK INCENTIVE PLAN.
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 057224 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
LARRY D. BRADY Management For For
CLARENCE P. CAZALOT, JR Management Withheld Against
ANTHONY G. FERNANDES Management For For
J. LARRY NICHOLS Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
03 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Management For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY Shareholder For Against
VOTES PROTOCOL.
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 04/29/2005
ISSUER: 948626 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND DEBBANE Management For For
JONAS M. FAJGENBAUM Management For For
JOHN F. BARD Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
THE DUN & BRADSTREET CORPORATION DNB ANNUAL MEETING DATE: 05/03/2005
ISSUER: 26483E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
STEVEN W. ALESIO Management For For
RONALD L. KUEHN, JR. Management For For
NAOMI O. SELIGMAN Management For For
MICHAEL J. WINKLER Management For For
02 RATIFY SELECTION OF INDEPENDENT AUDITORS. Management For For
03 APPROVE THE AMENDED AND RESTATED THE DUN & BRADSTREET Management Against Against
CORPORATION 2000 STOCK INCENTIVE PLAN.
04 APPROVE THE AMENDED 2000 DUN & BRADSTREET CORPORATION Management Against Against
NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN.
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 023551 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. HOLIDAY Management For For
J.J. O'CONNOR Management For For
F.B. WALKER Management For For
R.N. WILSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2005.
AMN HEALTHCARE SERVICES, INC. AHS ANNUAL MEETING DATE: 05/04/2005
ISSUER: 001744 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT B. HAAS Management For For
STEVEN C. FRANCIS Management For For
SUSAN R. NOWAKOWSKI Management For For
WILLIAM F. MILLER III Management For For
ANDREW M. STERN Management For For
DOUGLAS D. WHEAT Management For For
KENNETH F. YONTZ Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
CSX CORPORATION CSX ANNUAL MEETING DATE: 05/04/2005
ISSUER: 126408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. BAILEY Management For For
SEN. J.B. BREAUX Management For For
E.J. KELLY, III Management For For
R.D. KUNISCH Management For For
S.J. MORCOTT Management For For
D.M. RATCLIFFE Management For For
C.E. RICE Management For For
W.C. RICHARDSON Management For For
F.S. ROYAL, M.D. Management For For
D.J. SHEPARD Management For For
M.J. WARD Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING NON-DEDUCTIBLE Shareholder Against For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE. Shareholder For Against
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 216640 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PETER J. FLUOR Management For For
DAVID ROSS III Management For For
BRUCE W. WILKINSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
03 VOTE ON MANAGEMENT INCENTIVE COMPENSATION PLAN. Management For For
04 VOTE ON 2005 EQUITY INCENTIVE PLAN. Management For For
ENGELHARD CORPORATION EC ANNUAL MEETING DATE: 05/05/2005
ISSUER: 292845 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BARRY W. PERRY Management For For
DOUGLAS G. WATSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 599902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK J. LEVIN Management Withheld Against
A. GRANT HEIDRICH, III Management For For
KENNETH E. WEG Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/11/2005
ISSUER: 319963 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALISON DAVIS Management For For
JAMES D. ROBINSON III Management For For
BERNARD L. SCHWARTZ Management For For
ARTHUR F. WEINBACH Management For For
02 THE APPROVAL OF AN INCREASE IN THE NUMBER OF Management For For
SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
STOCK PURCHASE PLAN BY 6,000,000 SHARES OF THE
COMPANY S COMMON STOCK.
03 THE APPROVAL OF AMENDMENTS TO THE COMPANY S SENIOR Management For For
EXECUTIVE INCENTIVE PLAN.
04 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2005.
05 SHAREHOLDER PROPOSAL ON JOB LOSS AND DISLOCATION Shareholder Against For
IMPACT STATEMENT.
06 SHAREHOLDER PROPOSAL ON DIRECTOR LIABILITY. Shareholder Against For
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 017361 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
H. FURLONG BALDWIN Management For For
ELEANOR BAUM Management For For
PAUL J. EVANSON Management For For
CYRUS F. FREIDHEIM, JR. Management For For
JULIA L. JOHNSON Management For For
TED J. KLEISNER Management For For
STEVEN H. RICE Management For For
GUNNAR E. SARSTEN Management For For
MICHAEL H. SUTTON Management For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL REQUIRING MANAGEMENT TO Shareholder For Against
RETAIN STOCK.
04 STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shareholder For Against
BOARD CHAIRMAN.
05 STOCKHOLDER PROPOSAL TO DISCOURAGE ANY OVEREXTENDED Shareholder Against For
DIRECTORS.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
OPTIONS.
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/12/2005
ISSUER: G90078 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDY J. KELLY Management For For
ROBERTO MONTI Management For For
IAN C. STRACHAN Management For For
02 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY
SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM
2,500,000 TO 3,500,000.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/13/2005
ISSUER: 676220 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 A. MCKAY Management For For
MICHAEL J. MYERS Management For For
STEVE ODLAND Management For For
02 TO RATIFY OUR AUDIT COMMITTEE S APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS
FOR THE TERM DESCRIBED IN THIS PROXY STATEMENT.
03 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER Shareholder Against For
RECOMMENDING:
(I) THAT OUR BOARD AMEND THE BYLAWS TO PROVIDE
THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED
BY THE INTERNAL REVENUE CODE FOR DEDUCTIBILITY
OF EMPLOYEE REMUNERATION AND CERTAIN OTHER MATTERS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING Shareholder Against For
THAT OUR BOARD OF DIRECTORS AMEND THE GOVERNANCE
DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS)
OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES
SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE
MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING
OF SHAREHOLDERS.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/13/2005
ISSUER: G95089 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ERNST & YOUNG LLP S REMUNERATION.
PRINCIPAL FINANCIAL GROUP, INC. PFG ANNUAL MEETING DATE: 05/17/2005
ISSUER: 74251V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BETSY J. BERNARD Management For For
JOCELYN CARTER-MILLER Management For For
GARY E. COSTLEY Management For For
WILLIAM T. KERR Management For For
02 APPROVAL OF 2005 DIRECTORS STOCK PLAN Management For For
03 RATIFICATION OF AUDITORS Management For For
04 APPROVAL OF 2005 STOCK INCENTIVE PLAN Management For For
SOUTHWEST AIRLINES CO. LUV ANNUAL MEETING DATE: 05/18/2005
ISSUER: 844741 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
COLLEEN C. BARRETT Management For For
GARY C. KELLY Management For For
JOHN T. MONTFORD Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/19/2005
ISSUER: 12686C 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 2005.
RADIOSHACK CORPORATION RSH ANNUAL MEETING DATE:
05/19/2005
ISSUER: 750438 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANK J. BELATTI Management For For
DAVID J. EDMONDSON Management For For
RONALD E. ELMQUIST Management For For
ROBERT S. FALCONE Management For For
DANIEL R. FEEHAN Management For For
RICHARD J. HERNANDEZ Management For For
ROBERT J. KAMERSCHEN Management For For
GARY M. KUSIN Management For For
H. EUGENE LOCKHART Management For For
JACK L. MESSMAN Management For For
WILLIAM G. MORTON, JR. Management For For
THOMAS G. PLASKETT Management For For
LEONARD H. ROBERTS Management For For
EDWINA D. WOODBURY Management For For
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/20/2005
ISSUER: 887317 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
JESSICA P. EINHORN 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
DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shareholder Against For
SYNOPSYS, INC. SNPS ANNUAL MEETING DATE: 05/23/2005
ISSUER: 871607 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
AART J. DE GEUS Management For For
CHI-FOON CHAN Management For For
BRUCE R. CHIZEN Management For For
DEBORAH A. COLEMAN Management For For
A. RICHARD NEWTON Management For For
SASSON SOMEKH Management For For
ROY VALLEE Management For For
STEVEN C. WALSKE Management For For
02 TO APPROVE A 2005 NON-EMPLOYEE DIRECTORS EQUITY Management For For
INCENTIVE PLAN AND THE RESERVATION OF 300,000
SHARES OF OUR COMMON STOCK FOR ISSUANCE THEREUNDER.
03 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLANS BY 4,000,000
SHARES.
04 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK PURCHASABLE IN TOTAL BY ALL PARTICIPANTS
ON ANY ONE SEMI ANNUAL PURCHASE DATE FROM 1,000,000
SHARES TO 2,000,000 SHARES.
05 TO APPROVE A PROPOSED EXCHANGE OF OUTSTANDING Management Against Against
STOCK OPTIONS ISSUED UNDER OUR STOCK OPTION PLANS
HAVING AN EXERCISE PRICE EQUAL TO OR GREATER
THAN $25.00 PER SHARE, FOR A REDUCED NUMBER OF
NEW OPTIONS WITH NEW VESTING REQUIREMENTS AND
AN EXERCISE PRICE SET AT THE CURRENT MARKET PRICE
ON DATE OF GRANT, SUCH NEW OPTIONS TO BE GRANTED
AFTER THE EXPIRATION OF THE TENDER OFFER.
06 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE Management For For
OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER
31, 2005.
NRG ENERGY, INC. NRG ANNUAL MEETING DATE: 05/24/2005
ISSUER: 629377 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAWRENCE S. COBEN Management For For
HERBERT H. TATE Management For For
WALTER R. YOUNG Management For For
02 AMENDMENT TO ARTICLE SEVEN OF THE AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION
03 AMENDMENT DELETING ARTICLE SIXTEEN OF THE AMENDED Management For For
AND RESTATED CERTIFICATE OF INCORPORATION
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 603158 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAULA H.J. CHOLMONDELEY Management For For
DUANE R. DUNHAM Management For For
STEVEN J. GOLUB Management For For
JEAN-PAUL VALLES Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2005
ISSUER: 784117 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SARAH W. BLUMENSTEIN Management For For
KATHRYN M. MCCARTHY Management For For
HENRY H. PORTER, JR. Management For For
02 RATIFICATION OF THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS
LLP AS SEI INVESTMENTS COMPANY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
WAL-MART STORES, INC. WMT ANNUAL MEETING DATE: 06/03/2005
ISSUER: 931142 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES W. BREYER Management For For
M. MICHELE BURNS Management For For
DOUGLAS N. DAFT Management For For
DAVID D. GLASS Management For For
ROLAND A. HERNANDEZ Management For For
JOHN D. OPIE Management For For
J. PAUL REASON Management For For
H. LEE SCOTT, JR. Management For For
JACK C. SHEWMAKER Management For For
JOSE H. VILLARREAL Management For For
JOHN T. WALTON Management For For
S. ROBSON WALTON Management For For
CHRISTOPHER J. WILLIAMS Management For For
LINDA S. WOLF Management For For
02 APPROVAL OF THE WAL-MART STORES, INC. STOCK INCENTIVE Management For For
PLAN OF 2005, AS AMENDED
03 RATIFICATION OF INDEPENDENT ACCOUNTANTS Management For For
04 A SHAREHOLDER PROPOSAL REGARDING AN EXECUTIVE Shareholder For Against
COMPENSATION FRAMEWORK
05 A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shareholder For Against
REPORT
06 A SHAREHOLDER PROPOSAL REGARDING AN EQUITY Shareholder For Against
COMPENSATION
REPORT
07 A SHAREHOLDER PROPOSAL REGARDING A POLITICAL Shareholder Against For
CONTRIBUTIONS REPORT
08 A SHAREHOLDER PROPOSAL REGARDING AN EQUAL EMPLOYMENT Shareholder For Against
OPPORTUNITY REPORT
09 A SHAREHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION Shareholder For Against
MAJORITY VOTE STANDARD
10 A SHAREHOLDER PROPOSAL REGARDING BOARD INDEPENDENCE Shareholder Against For
11 A SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-VESTING Shareholder Against For
SHARES
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/13/2005
ISSUER: 855030 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRENDA C. BARNES Management For For
MARY ELIZABETH BURTON Management For For
RICHARD J. CURRIE Management For For
ROWLAND T. MORIARTY Management For For
02 TO APPROVE STAPLES AMENDED AND RESTATED 2004 Management For For
STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
04 TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM OR Shareholder Against For
VOTE POISON PILL.
Exeter Fund, Inc. Overseas Series
TICKER: EXOSX
PROXY VOTING RECORD
7/1/2004-6/30/2005
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM MEETING DATE:
07/26/2004
ISSUER: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195, B01ZL33
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE SALE OF ALL.CLAD Management *Management Position Unknown
2. APPROVE THE INCREASE IN THE AUTHORIZED SHARE Management *Management Position Unknown
CAPITAL OF THE COMPANY
3. AMEND THE ARTICLES FOR THE PURPOSE OF AUTHORIZING Management *Management Position Unknown
THE DIRECTORS TO ALLOT RELEVANT SECURITIES UP
TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL
OF THE COMPANY
S.4 AUTHORIZE THE DIRECTOR TO ALLOT EQUITY SECURITIES Management *Management Position Unknown
IN CERTAIN CIRCUMSTANCES
VODAFONE GROUP PLC VOD ANNUAL MEETING DATE: 07/27/2004
ISSUER: 92857W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For
03 TO RE-ELECT PETER BAMFORD AS A DIRECTOR Management For For
04 TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR Management For For
05 TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)
06 TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
07 TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE Management For For
PER ORDINARY SHARE
08 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
09 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, Management For For
ELECTIONS AND REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management For For
16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For
UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES
OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS
AND OFF-MARKET PURCHASES+
INTERBREW SA, BRUXELLES EGM MEETING DATE: 08/27/2004
ISSUER: B5096U121 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. APPROVE THE NEW AUTHORIZED CAPITAL AND THE AMENDMENTS Management Abstain *Management Position Unknown
TO THE ARTICLES OF ASSOCIATION
2. ACKNOWLEDGEMENT OF DIRECTORS INDEPENDENCE WITHIN Management For *Management Position Unknown
THE MEANING OF ARTICLE 524 OF THE COMPANIES CODE
3. APPROVE THE CAPITAL INCREASE BY WAY OF ISSUANCE Management For *Management Position Unknown
OF 141,712,000 NEW ORDINARY SHARES FURTHER TO
A CONTRIBUTION IN KIND WITH CONDITIONAL CLOSING
4. APPROVE THE CONDITIONAL CHANGE OF NAME Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6. APPROVE THE CONDITIONAL RESIGNATION OF DIRECTORS Management For *Management Position Unknown
AND CONDITIONAL APPOINTMENT OF DIRECTORS
7. APPROVE THE CONDITIONAL SETTING OF REMUNERATION Management For *Management Position Unknown
OF ALL DIRECTORS
8. POWERS Management For *Management Position Unknown
THE NEWS CORPORATION LIMITED NWSA ANNUAL MEETING DATE: 10/26/2004
ISSUER: 652487 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 SHARE SCHEME MEETING OF PREFERRED SHAREHOLDERS. Management For For
APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE
INFORMATION MEMORANDUM.
02 CAPITAL REDUCTION MEETING. APPROVAL OF THE CAPITAL Management For For
REDUCTION BY CANCELLATION OF ALL SHARES IN THE
COMPANY.
ADS IF YOU MARK THE AGAINST BOX, YOU WILL NOT VOTE Management For For
AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES
AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING
WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY
IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS.
CIE GENERALE DE GEOPHYSIQUE SA, MASSY MIX MEETING DATE: 10/29/2004
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.1 APPROVE, THE ISSUE OF BONDS FOR A TOTAL NOMINAL Management For *Management Position Unknown
AMOUNT OF USD 84,980,000.00, WHICH CORRESPONDS
TO 14,000 BONDS OF A PAR VALUE OF USD 6,070.00
EACH, CONVERTIBLE INTO COMPANY S NEW SHARES AND
REDEEMABLE INTO COMPANY S NEW AND-OR EXISTING
SHARES AND-OR BY CASH, OF WHICH INTERESTS ARE
PAYABLE IN NEW AND-OR EXISTING SHARES AND-OR
BY CASH TO BE SUBSCRIBED BY CASH; THE ISSUE OF
BONDS MAY LEAD TO THE ISSUE TO THE PROFIT OF
THE BONDHOLDERS OF A MAXIMUM OF: (-) 1,400,000
SHARES OF A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING
TO A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,800,000.00, (-) 2,000,000 SHARES OF
A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000.00, (-) 1,200,000 SHARES OF
A PAR VALUE OR EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,400,000.00, AND A GLOBAL ISSUE OF A
MAXIMUM OF 4,599,900 SHARES OF A PAR VALUE OF
EUR 2.00 EACH CORRESPONDING TO A CAPITAL INCREASE
OF A MAXIMUM NOMINAL AMOUNT OF EUR 9,199,800.00
O.2 AUTHORIZE, THE BOARD OF DIRECTORS WITH THE POSSIBILITY Management For *Management Position Unknown
OF DELEGATION TO THE CHAIRMAN AND MANAGING DIRECTOR,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.3 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 13 MAY 2004,
TO INCREASE THE SHARE CAPITAL ON ITS DECISION
UP TO A NOMINAL AMOUNT OF EUR 1,000,000.00 BY
WAY OF ISSUING SHARES OR OTHER SECURITIES GIVING
ACCESS TO THE COMPANY S CAPITAL GRANTED TO THE
MEMBERS OF AN ENTERPRISE SAVINGS PLAN; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, AND NOTABLY TO CHARGE
ALL FEES 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
O.4 APPROVE TO ADD A NEW ARTICLE OF ASSOCIATION NUMBER Management For *Management Position Unknown
13 ALLOWING THE BOARD OF DIRECTORS TO APPOINT
CONTROL AGENT CONTROL AGENT
O.5 ACKNOWLEDGE THE APPROVAL OF RESOLUTIONS E.1 AND Management For *Management Position Unknown
O.2 AND APPOINT MR. ANDREW SHEINER AS A DIRECTOR
FOR A PERIOD OF 6 YEARS
O.6 AUTHORIZE THE BEARER OF A COPY OF AN EXTRACT Management For *Management Position Unknown
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
VNU NV, HAARLEM EGM MEETING DATE: 11/16/2004
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 09 NOV 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE DECISION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
CONCERNING THE SALE OF THE WORLD DIRECTORIES
GROUP
3. APPROVE TO ALTER THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. APPROVE TO ALTER THE BONUS PLAN FOR 2005 AND Management For *Management Position Unknown
FOLLOWING YEARS
5. APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
6. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other For *Management Position Unknown
7. CLOSURE Non-Voting *Management Position Unknown
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM SPECIAL MEETING DATE: 12/21/2004
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE REVISIONS OF THE COMPANY S ARTICLES Management For For
OF INCORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 12/23/2004
ISSUER: N14952225 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 PROFILE OF THE SUPERVISORY BOARD Management For *Management Position Unknown
3. APPROVE THE RECOMMENDATION FOR THE NOMINATION Management For *Management Position Unknown
OF A MEMBER OF THE SUPERVISORY BOARD AND ELECT
THE MEMBER OF THE SUPERVISORY BOARD
4. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
5. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management For *Management Position Unknown
POLICY OF THE BOARD OF MANAGEMENT
6. CLOSURE Non-Voting *Management Position Unknown
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/20/2005
ISSUER: G02602 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRUCE K. ANDERSON Management For For
ADRIAN GARDNER Management For For
DOV BAHARAV Management For For
JULIAN A. BRODSKY Management For For
CHARLES E. FOSTER Management For For
ELI GELMAN Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management For For
SIMON OLSWANG Management For For
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2004.
03 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 01/20/2005
ISSUER: N14952225 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
2.1 APPOINT MR. H. BENJAMINS AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD AND APPROVE TO ESTABLISH THE NUMBER OF
MEMBERS OF THE SUPERVISORY BOARD
2.2 APPOINT MR. R.M.F. VAN LOON AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AND APPROVE TO ESTABLISH THE
NUMBER OF MEMBERS OF THE SUPERVISORY BOARD
3. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
NOVARTIS AG NVS ANNUAL MEETING DATE: 03/01/2005
ISSUER: 66987V 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 2004.
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 REDUCTION OF SHARE CAPITAL. Management For For
05 FURTHER SHARE REPURCHASE PROGRAM. Management For For
6A RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR A TWO-YEAR Management For For
TERM.
6B RE-ELECTION OF PROF. DR. PETER BURCKHARDT FOR Management For For
A THREE-YEAR TERM.
6C RE-ELECTION OF ALEXANDRE F. JETZER FOR A THREE-YEAR Management For For
TERM.
6D RE-ELECTION OF PIERRE LANDOLT FOR A THREE YEAR Management For For
TERM.
6E RE-ELECTION OF PROF. DR. ULRICH LEHNER FOR A Management For For
THREE YEAR TERM.
07 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
CLUB MEDITERRANEE SA, PARIS OGM MEETING DATE: 03/16/2005
ISSUER: F18690101 ISIN: FR0000121568 BLOCKING
SEDOL: 4204370, 4204422, 4575377, 5257726
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
TO RECORD THE LOSS FOR THE YEAR OF EUR -77,741,277.00
AS A DEFICIT IN RETAINED EARNINGS; FOLLOWING
THIS APPROPRIATION, THE CARRY FORWARD ACCOUNT
WILL SHOW A NEW BALANCE OF EUR -325,092,531.00
O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-86 ET SEQUENCE
OF THE FRENCH COMMERCIAL CODE
O.1 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
THE CHAIRMAN OF THE SUPERVISORY BOARD, THE REMARKS
OF THE SUPERVISORY BOARD AND THE REPORT OF THE
STATUTORY AUDITORS, AND APPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
OCT 2004, IN THE FORM PRESENTED TO THE MEETING
ACCORDINGLY; AND GRANT PERMANENT DISCHARGE TO
THE MEMBERS OF THE EXECUTIVE COMMITTEE AND THE
SUPERVISORY BOARD FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
THE CHAIRMAN OF THE SUPERVISORY BOARD, THE REMARKS
OF THE SUPERVISORY BOARD AND THE REPORT OF THE
STATUTORY AUDITORS; AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YE 31 OCT 2004,
IN THE FORM PRESENTED TO THE MEETING, SHOWING
A NET RESULT GROUP SHARE OF EUR -44,162,000.00
O.5 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 305,000.00, Management For *Management Position Unknown
SUBJECT TO THE APPROVAL OF THE RESOLUTIONS NO.
E.27 AND E.30, THE MEMBERS OF THE SUPERVISORY
BOARD
O.6 RATIFY THE CO-OPTATION OF MR. JEAN-MARC ESPALIOUX Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE
GENERAL MEETING, WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2005
O.7 RATIFY THE CO-OPTATION OF MRS. VERONIQUE MORALI Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE
GENERAL MEETING, WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2005
O.8 RATIFY THE CO-OPTATION OF MR. SERGE RAGOZIN AS Management For *Management Position Unknown
A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2005
O.9 RATIFY THE CO-OPTATION OF MR. JACQUES STERN AS Management For *Management Position Unknown
A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2005
O.10 RATIFY THE CO-OPTATION OF MR. PIERRE TODOROV Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE
GENERAL MEETING, WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2005
O.11 APPOINT MR. SAUD AL SULAIMAN AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
O.12 APPOINT MR. DAVID DAUTRESME AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
O.13 APPOINT MR. THIERRY DELAUNOY DE LA TOUR D ARTAISE Management For *Management Position Unknown
AS A DIRECTOR, SUBJECT TO THE APPROVAL OF THE
RESOLUTIONS NO. E.27 AND E.30, FOR A PERIOD OF
3 YEARS
O.14 APPOINT MR. JEAN-MARC ESPALIOUX AS A DIRECTOR, Management For *Management Position Unknown
SUBJECT TO THE APPROVAL OF THE RESOLUTIONS NO.
E.27 AND E.30, FOR A PERIOD OF 3 YEARS
O.15 APPOINT MR. HENRI GISCARD D ESTAING AS A DIRECTOR, Management For *Management Position Unknown
SUBJECT TO THE APPROVAL OF THE RESOLUTIONS NO.
E.27 AND E.30, FOR A PERIOD OF 3 YEARS
O.16 APPOINT MR. PAUL JEANBART AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
O.17 APPOINT MR. PASCAL LEBARD AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
O.18 APPOINT MRS. VERONIQUE MORALI AS A DIRECTOR, Management For *Management Position Unknown
SUBJECT TO THE APPROVAL OF THE RESOLUTIONS NO.
E.27 AND E.30, FOR A PERIOD OF 3 YEARS
O.19 APPOINT MR. SERGE RAGOZIN AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
O.20 APPOINT MR. JACQUES STERN AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
E.27 APPROVE THAT THE COMPANY SHALL BE RULED BY A Management For *Management Position Unknown
BOARD OF DIRECTORS
O.21 APPOINT MR. PIERRE TODOROV AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
O.22 APPOINT MR. KIYOSHI UJIHARA AS A DIRECTOR, SUBJECT Management For *Management Position Unknown
TO THE APPROVAL OF THE RESOLUTIONS NO. E.27 AND
E.30, FOR A PERIOD OF 3 YEARS
E.23 ACKNOWLEDGE THE NEW CORPORATE NAME OF DELOITTE Management For *Management Position Unknown
TOUCHE TOHAMTSU - AUDIT, THE AUDITOR OF THE COMPANY,
AS FOLLOWS: DELOITTE ET ASSOCIES, ACCORDINGLY
AUTHORIZES THE LEGAL REPRESENTATIVES OF THE COMPANY
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.24 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE GENERAL MEETING ON 11
MAR 2004 AND SUBJECT TO THE RESOLUTIONS NO. E.27
AND E.30, TO TRADE THE COMPANY S SHARES ON THE
STOCK MARKET 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
O.25 ACKNOWLEDGE THAT, SUBJECT TO THE RESOLUTIONS Management For *Management Position Unknown
NO. E.27 AND E.30, THE BOARD OF DIRECTORS SHALL
DELIBERATE UPON THE COMPANY FINANCIAL STATEMENTS
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
THE YE 31 OCT 2005; ACCORDINGLY, THE NEXT AGM
SHALL DELIBERATE UPON THE PERMANENT DISCHARGE
TO THE EXECUTIVE COMMITTEE, TO THE SUPERVISORY
BOARD AND TO THE BOARD OF DIRECTORS FOR THE
PERFORMANCE OF THEIR DUTIES DURING THE SAID FY
O.26 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THE MEETING IN ORDER TO
ACCOMPLISH ALL FORMALITIES,
FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
E.28 APPROVE TO BRING THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
INTO CONFORMITY WITH THE ORDER NUMBER 2004-604
OF 24 JUN 2004 RELATING TO THE REFORM OF THE
SECURITIES PLAN ISSUED BY THE BUSINESS COMPANIES;
CONSEQUENTLY, AMEND THE ARTICLES OF ASSOCIATION
NUMBER 7: FORM AND CHARACTERISTIC OF SHARES AND
31 ADMISSION TO THE MEETINGS POWERS AS WELL
AS ARTICLE 11 SHARE CAPITAL INCREASE
E.29 AMEND ARTICLE OF ASSOCIATION NUMBER 7-4 ON THE Management For *Management Position Unknown
EXCEEDING OF THE THRESHOLD AND 28-4 ON THE FORMALITIES
TO CARRYOUT PRIOR TO THE MEETINGS
E.30 APPROVE, CONSEQUENTLY TO THE APPROVAL OF THE Management For *Management Position Unknown
RESOLUTIONS E.27 AND E.28, TO ADOPT THE WRITING
OF THE NEW ARTICLES OF ASSOCIATION WHICH SHALL
RULE THE COMPANY FROM NOW ON
E.31 AUTHORIZE THE BOARD OF DIRECTORS OR THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE, IN SUBSTITUTION FOR THE AUTHORITY
OF THE CGM ON 17 MAR 2003, TO INCREASE IN ONE
OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF
EUR 20,000,000,00, BY WAY OF ISSUING SHARES OR
OTHER SECURITIES WHILE MAINTAINING THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS; THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE OF EUR
270,000,000.00 SET , IN RESOLUTION NO. E.40 THE
NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 300,000,000.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS
E.32 AUTHORIZE THE BOARD OF DIRECTORS OR THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE, IN SUBSTITUTION FOR THE AUTHORITY
OF THE CGM ON 17 MAR 2003, TO INCREASE IN ONE
OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF
EUR 20,000,000,00, BY WAY OF ISSUING SHARES OR
OTHER SECURITIES WITH WAIVER OF SHAREHOLDERS
PRE-EMPTIVE RIGHTS THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE OR EUR 270,000,000.00 SET FORTH
IN RESOLUTION NO. E.40 THE NOMINAL VALUE OF DEBT
SECURITIES ISSUED SHALL NOT EXCEED EUR 300,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS
E.33 AUTHORIZE THE BOARD OF DIRECTORS OR THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE TO ISSUE, UP TO AN AMOUNT OF 10% OF
THE SHARE CAPITAL PER YEAR, SHARES OR OTHER SECURITIES
GIVING ACCESS TO SHARES IN THE COMPANY OR GIVING
RIGHT TO THE ALLOCATION OF SECURITIES AND TO
FIX THE ISSUANCE PRICE, SHOULD THE ISSUANCE GO
PUBLIC; WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS
E.34 AUTHORIZE THE BOARD OF DIRECTORS OR THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE, IN SUBSTITUTION FOR THE AUTHORITY
OF THE CGM ON 17 MAR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS
SOLE DISCRETION BY A MAXIMUM NOMINAL AMOUNT OF
EUR 226,600,000.00, BY WAY OF CAPITALIZING RETAINED
EARNINGS, INCOME OR ADDITIONAL PAID-IN CAPITAL,
TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS
SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES OR BY UTILIZING BOTH METHODS; THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NO. E.40; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS
E.35 AUTHORIZE THE BOARD OF DIRECTORS OR THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE, IN SUBSTITUTION FOR THE AUTHORITY
OF THE CGM ON 17 MAR 2003, TO INCREASE AT ITS
SOLE DISCRETION, THE SHARE CAPITAL BY A MAXIMUM
NOMINAL AMOUNT OF EUR 20,000,000.00, BY WAY OF
ISSUING SHARES OR OTHER SECURITIES IN THE EVENT
OF A PUBLIC PURCHASE OFFER, THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE OF EUR 270,000,000.00
SET FORTH IN RESOLUTION NO. E.40; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.36 AUTHORIZE THE DIRECTORS OR THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
TO ISSUE, UP TO 10 % OF SHARE CAPITAL, SHARES
OR OTHER SECURITIES WITH A RIGHT TO THE CORPORATION
S EQUITY, IN ORDER TO REMUNERATE CONTRIBUTIONS
IN KIND; AUTHORITY EXPIRES AT THE END OF 26
MONTHS
E.37 AUTHORIZE THE DIRECTORS AND TO THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE IN ONE OR MORE TRANSACTIONS, TO THE
EMPLOYEES AND TO THE OFFICERS, OPTIONS GIVING
THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES
IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL
INCREASE, OR TO PURCHASE EXISTING SHARES PURCHASED
BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS
SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED THE LEGAL LIMITS AND THE OVERALL
VALUE SET IN RESOLUTION NO. E.40; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.39 AUTHORIZE THE BOARD OF DIRECTORS OR THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE, IN SUBSTITUTION FOR THE AUTHORITY
OF THE CGM ON 17 MAR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS; AT ITS
SOLE DISCRETION, IN FAVOUR OF THE COMPANY S EMPLOYEES
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS FOR AN AMOUNT,
WHICH SHALL NOT EXCEED EUR 3,500,000.00; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
OF EUR 270,000,000.00 SET FORTH IN RESOLUTION
NO. E.40; AND NOTABLY TO CHARGE THE SHARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE
THE LEGAL RESERVE TO ONE-TENTH OF THE NEW CAPITAL
AFTER EACH INCREASE
E.38 AUTHORIZE THE DIRECTORS AND THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
TO INCREASE AT ITS SOLE DECISIONS, UP TO THE
OVERALL VALUE SET FORTH IN RESOLUTION NO. E.40
THE NUMBER OF SHARES OR OTHER SECURITIES TO BE
ISSUED WITH OR WITHOUT THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS THE EVENT OF AN INCREASE
OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS
E.40 ACKNOWLEDGE THAT THE GLOBAL AMOUNT PERTAINING Management For *Management Position Unknown
TO THE CAPITAL INCREASES TO BE CARRIED OUT WITH
THE USE OF THE DELEGATIONS GIVEN BY RESOLUTION
NUMBER E.31, E.32, E.33, E.34, E.35, E.37, E.38
AND E.39 SHALL NOT EXCEED EUR 270,000,000.00
E.41 ACKNOWLEDGE THAT THE VARIOUS DELEGATIONS GIVEN Management For *Management Position Unknown
TO IT AT THE PRESENT MEETING ARE SUSPENDED DURING
PERIODS WHEN CASH OR STOCK TENDER OFFERS ARE
IN EFFECT FOR THE COMPANY S SHARES
E.42 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES IN ORDER TO ACCOMPLISH
ALL FORMALITIES, FILINGS AND REGISTRATIONS 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
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
DOUGLAS HOLDING AG AGM MEETING DATE: 03/16/2005
ISSUER: D2290M102 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
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 2003/2004, ALONG 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 39,500,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EUR
381,296 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 17 MAR 2005
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 OWN SHARES OF THE COMPANY OF UP TO EUR
117,356,112, AT PRICES NOT DEVIATING MORE THAN
10% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 15 SEP 2006 AND TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO ALL SHAREHOLDERS IF THE NEW SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO RETIRE THE SHARES, OR TO USE
THE SHARES FOR ACQUISITION PURPOSES
6. AMEND ARTICLES 15, 16 AND 17 OF THE STATUTE IN Management For *Management Position Unknown
ORDER TO ADJUST IT TO UMAG LAW AND IN CONNECTION
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF RESCISSION UMAG
8. ELECT SUSAT AND PARTNER OHG WIRTSCHAFTSPRUEFUNGS-GESELLSCHAFT, Management For *Management Position Unknown
HAMBURG AS THE AUDITORS FOR THE YEAR 2004/2005
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE VOTING RIGHT BEING EXERCISED BY AN AUTHORIZED
REPRESENTATIVE AND THE USE OF ELECTRONIC MEANS
OF COMMUNICATION FOR THE ISSUE OF PROXY-VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN THE RECORD DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
NOKIA CORPORATION NOK ANNUAL MEETING DATE: 04/07/2005
ISSUER: 654902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
02 APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE Management For
SHEET.
03 APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL Management For
MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.
04 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE Management Abstain
BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.
06 PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED Management For
BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.
07 DIRECTORS Management For
PAUL J. COLLINS Management For
GEORG EHRNROOTH Management For
BENGT HOLMSTROM Management For
PER KARLSSON Management For
JORMA OLLILA Management For
MARJORIE SCARDINO Management For
VESA VAINIO Management For
ARNE WESSBERG Management For
DAN HESSE Management For
EDOUARD MICHELIN Management For
08 APPROVAL OF THE REMUNERATION TO BE PAID TO THE Management For
AUDITOR.
09 APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS Management For
OY AS THE AUDITORS FOR FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS Management For
TO SELECTED PERSONNEL OF THE COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE Management For
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE Management For
CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA Management For
SHARES.
14 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES Management For
HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA Management Against
S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION
ON YOUR BEHALF ONLY UPON ITEM 15.
Proposal For or Against
Number Mgmt.
02 For
03 For
04 Against
06 For
07
For
For
For
For
For
For
For
For
For
For
08 For
09 For
10 For
11 For
12 For
13 For
14 For
15 *Management Position Unknown
CARREFOUR SA MIX MEETING DATE: 04/11/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
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.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
20 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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 A SECOND REVISION DUE Non-Voting *Management Position Unknown
TO CHANGE IN RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT-OFF
DATE. THANK YOU.
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
ID 222895 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
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004AND THE AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS THE GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management For *Management Position Unknown
THE AVAILABLE EARNINGS BROUGHT FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL
OF THE AGM IS CHF 876,785,274; THE PAYMENT OF
A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE
CAPITAL ELIGIBLE FOR DIVIDEND OF CHF 47,379,425
IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD
IS CHF 815,192,021
4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management For *Management Position Unknown
MACH, SERGIO MARCHIONNE, RICHARD SYKES, PETER
WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS
5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management For *Management Position Unknown
A MAXIMUM AMOUNT OF CHF 2,500,000 AND AMEND THE
ARTICLES OF ASSOCIATION AS SPECIFIED
6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF Management For *Management Position Unknown
DIRECTORS
6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management For *Management Position Unknown
AUDITORS ALSO TO ACT AS THE GROUP AUDITORS ,
FOR THE FY 2005
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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
NESTLE SA, CHAM UND VEVEY OGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
OF NESTLE S.A. AND THE NESTLE GROUP; ACKNOWLEDGE
THE REPORTS OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
PROFIT, RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management Against *Management Position Unknown
OF ASSOCIATION, REGARDING ORGANIZATION OF THE
BOARD OF DIRECTORS
4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management For *Management Position Unknown
ARTICLES OF ASSOCIATION, REGARDING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management Against *Management Position Unknown
REGARDING RIGHT OF SHAREHOLDERS TO THE COMPLETE
THE AGENDA
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS 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 212608, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
SCHERING AG OGM MEETING DATE: 04/14/2005
ISSUER: D67334108 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 194,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
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 BDO DEUTSCHE WARENTREUHAND AG, HAMBURG, Management For *Management Position Unknown
AS THE AUDITORS FOR THE 2005 FY
6. APPROVE THE ADJUSTMENT OF THE REMUNERATION FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE CORRESPONDING
AMENDMENTS
TO THE ARTICLES OF ASSOCIATION FROM THE 2005
FY ON EACH MEMBER OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 35,000,
A PROFIT-RELATED REMUNERATION OF EUR 250 FOR
EVERY EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS
OF EUR 1.20, AND A PERFORMANCE-RELATED REMUNERATION
OF AT LEAST EUR 35,000 AND THE CHAIRMAN TO RECEIVE
2.25 TIMES AND THE DEPUTY CHAIRMAN 1.1 TIMES,
THESE AMOUNTS; AND APPROVE TO INCREASE THE TOTAL
REMUNERATION FOR COMMITTEE MEMBERS TO EUR 585,000
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS TO
BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 15,000,000,
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
A REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE
THAN 20% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 30 SEP 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO RETIRE THE SHARES, TO
USE THE SHARES FOR ACQUISITION PURPOSES, TO OFFER
THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO USE THE SHARES FOR THE CONVERSION
OF BONDS OR FOR THE EXERCISE OF OPTION RIGHTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY SCHERADMIN
01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2005 UNTIL AT LEAST 31 DEC 2009
10. APPROVE THE ADJUSTMENT OF THE PROFIT TRANSFER Management For *Management Position Unknown
AGREEMENTS WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
BERLISERVE PROFESSIONAL SERVICES GMBH, INTENDIS
GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING
FINLAND HOLDING GMBH, AND SCHERING VERSICHERUNGS-VERMITTLUNG
GMBH
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
HENKEL KGAA OGM MEETING DATE: 04/18/2005
ISSUER: D32051126 ISIN: DE0006048432
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.
THANK YOU.
* PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND APPROVE THE 2004
FINANCIAL STATEMENTS
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting *Management Position Unknown
THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24
PER ORDINARY SHARE, PAYMENT OF A DIVIDEND OF
EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND
AND PAYABLE DATE 19 APR 2005
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN/FRANKFURT,
AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
FY 2005
7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting *Management Position Unknown
SHAREHOLDERS COMMITTEE
8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD
9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting *Management Position Unknown
AND PREFERRED SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES
ON OR BEFORE 17 OCT 2006; AND TO USE THE SHARES
WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE
PLAN, AND IN CONNECTION WITH THE MERGERS AND
ACQUISITIONS, 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,
AND TO RETIRE THE SHARES
10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD AND THE SHAREHOLDERS COMMITTEE
AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCIATION, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 50,000, THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THESE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER
OF THE SHAREHOLDERS COMMITTEE SHALL RECEIVE
A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-RELATED
REMUNERATION OF UP TO EUR 50,000, THE CHAIRMAN
SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN AND
ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS
OF ONE OR MORE COMMITTEES AS PER SECTION 32 OF
THE ARTICLES OF ASSOCIATION SHALL RECEIVE AN
ADDITIONAL REMUNERATION EQUAL TO THE TOTAL ANNUAL
REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS
COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL
RECEIVE TWICE THIS AMOUNT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN. THANK YOU.
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/19/2005
ISSUER: R91733114 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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1. OPENING OF MEETING BY THE CHAIRMAN OF THE BOARD Management For *Management Position Unknown
AND ANNOUNCEMENT OF LIST SHAREHOLDERS/PROXIES
PRESENT AT MEETING
2. ELECT TWO SHAREHOLDERS TO CO-SIGN THE MEETING Management For *Management Position Unknown
S PROTOCOL
3. APPROVE THE NOTICE AND THE AGENDA Management For *Management Position Unknown
4. APPROVE THE REPORT BY MANAGEMENT ON THE STATUS Management For *Management Position Unknown
OF THE COMPANY
5. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management For *Management Position Unknown
THE GROUP INCLUDING DIVIDEND PROPOSAL
6. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO DETERMINE THE REMUNERATION FOR THE Management For *Management Position Unknown
BOARD OF DIRECTORS, BOARD COMMITTEES AND THE
AUDITOR
8. ELECT THE BOARD OF DIRECTORS AND THE COMMITTEE Management For *Management Position Unknown
9. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL
VNU NV, HAARLEM AGM MEETING DATE: 04/19/2005
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 12 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3.A APPROVE THE ESTABLISHMENT OF ANNUAL ACCOUNTS Management For *Management Position Unknown
2004
3.B GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD FOR MANAGEMENT CONDUCTED IN 2004
3.C GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR SUPERVISION EXERCISED
3.D APPROVE THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
IN THE ENGLISH LANGUAGE AS FROM 2005
4.A APPROVE THE EXPLANATION DIVIDEND AND THE RESERVATION Management For *Management Position Unknown
POLICY
4.B APPROVE THE DIVIDEND PROPOSAL Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGEMENT TO PURCHASE Management For *Management Position Unknown
THE COMPANY S OWN SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES B
6.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY Management For *Management Position Unknown
SHARES ON 7% PREFERENCE SHARES
6.C AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES A
6.D AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management For *Management Position Unknown
OR EXCLUDE THE PRE-EMPTIVE RIGHT
7. RE-APPOINT AN EXTERNAL AUDITOR Management For *Management Position Unknown
8. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF MANAGEMENT
9. APPOINT MR. A. VAN ROSSUM AS THE MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AS FROM 19 APR 2005
10. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
11. ANNOUNCEMENTS AND QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
CARREFOUR SA MIX MEETING DATE: 04/20/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 11 APR 2005 HAS BEEN POSTPONED TO 20 APR 2005.
PLEASE ALSO NOTE THE 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.
* 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221840 DUE TO THE CHANGE IN MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
PLEASE ALSO NOTE THE NEW CUT-OFF DATE. THANK
YOU.
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR -
331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR
1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR
2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD
ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
E.22 APPROVE THE POWERS FOR FORMALITIES Management For *Management Position Unknown
AGGREKO PLC AGM MEETING DATE: 04/27/2005
ISSUER: G0116S102 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown
3. APPROVE A DIVIDEND Management For *Management Position Unknown
4. RE-ELECT MR. P.G. ROGERSON Management For *Management Position Unknown
5. RE-ELECT MR. N.H. NORTHRIDGE Management For *Management Position Unknown
6. RE-ELECT MR. F.A.B. SHEPHERD Management For *Management Position Unknown
7. RE-APPOINT THE AUDITORS Management For *Management Position Unknown
S.8 APPROVE THE ALLOTMENT FOR CASH Management For *Management Position Unknown
S.9 APPROVE THE PURCHASE OF OWN SHARES Management For *Management Position Unknown
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1 TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS.
O2 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2004.
O3 TO DECLARE A FINAL DIVIDEND FOR 2004 ON THE COMPANY Management For For
S ORDINARY SHARES.
O4 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID.
O5 TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O6 TO ELECT JAN HOMMEN AS A DIRECTOR. Management For For
O7 TO ELECT ERIK ENGSTROM AS A DIRECTOR. Management For For
O8 TO RE-ELECT MARK ARMOUR AS A DIRECTOR. Management For For
O9 TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR. Management For For
O10 TO RE-ELECT ANDREW PROZES AS A DIRECTOR. Management For For
O11 ALLOTMENT OF SHARES. Management For For
S12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S13 AUTHORITY TO PURCHASE OWN SHARES. Management For For
REED ELSEVIER PLC RUK SPECIAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT STRAUSS ZELNICK AS A DIRECTOR. Management For For
PEARSON PLC AGM MEETING DATE: 04/29/2005
ISSUER: G69651100 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For *Management Position Unknown
OF THE DIRECTORS OF THE COMPANY DIRECTORS AND
AUDITORS OF THE COMPANY AUDITORS FOR YE 31
DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
AS RECOMMENDED BY THE DIRECTORS
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For *Management Position Unknown
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For *Management Position Unknown
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; 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
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For *Management Position Unknown
CAPITAL OF THE COMPANY OF GBP 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For *Management Position Unknown
BOARD , PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 PASSED
AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89(1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END 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
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/10/2005
ISSUER: N14952225 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 2004
3.A APPROVE THE ANNUAL ACCOUNTS OF 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. GRANT DISCHARGE THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. GRANT DISCHARGE THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPROVE THE RESERVE AND DIVIDEND POLICY Management For *Management Position Unknown
7.A APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
7.B APPROVE THE DIVIDEND Management For *Management Position Unknown
8. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
9. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
AUDIT COMMITTEE AND THE COMMITTEE OF THE SUPERVISORY
BOARD
10. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY
11. TRANSACT ANY OTHER BUSINESS Other For *Management Position Unknown
12. CLOSING Non-Voting *Management Position Unknown
QUEBECOR WORLD INC. IQW ANNUAL MEETING DATE: 05/10/2005
ISSUER: 748203 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 ELECTION OF DIRECTORS AS OUTLINED IN THE ACCOMPANYING Management For For
INFORMATION CIRCULAR
02 APPOINTMENT OF KPMG LLP AS AUDITORS AND AUTHORIZATION Management For For
OF THE DIRECTORS TO FIX THEIR REMUNERATION
03 THE SOLE SHAREHOLDER PROPOSAL TO BE VOTED ON Management For *Management Position Unknown
AS SET OUT IN SCHEDULE C TO THE ACCOMPANYING
INFORMATION CIRCULAR
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM ANNUAL MEETING DATE: 05/10/2005
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Management For For
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2004 Management For For
PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK DIVIDENDS Management For For
AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Management For For
SMEDVIG ASA AGM MEETING DATE: 05/11/2005
ISSUER: R80454102 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* 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 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 THE SMEDVIG GROUP AND Management For *Management Position Unknown
SMEDVIG ASA; A DIVIDEND OF NOK 1.50 PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS FOR 2004
5. APPROVE THE AUDITOR S FEE FOR 2004 Management For *Management Position Unknown
6. ELECT 2 MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
INCENTIVE PROGRAMS FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. APPROVE THE CANCELLATION OF HOLDING OF CLASS Management For *Management Position Unknown
A SHARES/REDUCTION OF THE SHARE CAPITAL
10. GRANT AUTHORITY TO AMEND PARAGRAPH 3 IN THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
UNILEVER PLC UL ANNUAL MEETING DATE: 05/11/2005
ISSUER: 904767 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR Management For For
ENDED DECEMBER 31, 2004.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
FOR THE YEAR ENDED DECEMBER 31, 2004.
03 TO DECLARE A DIVIDEND OF 12.82 PENCE ON THE ORDINARY Management For For
SHARES.
04 DIRECTOR Management For
PJ CESCAU Management For For
CJ VAN DER GRAAF Management For For
RHP MARKHAM Management For For
RD KUGLER* Management For For
A BURGMANS 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
H KOPPER Management For For
LORD SIMON Management For For
J VAN DER VEER Management For For
17 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For For
OF THE COMPANY.
18 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For For
REMUNERATION.
19 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE Management For For
SHARES.
20 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For For
PRE-EMPTION RIGHTS.
21 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For For
ITS OWN SHARES.
22 TO CHANGE THE ARTICLES IN RELATION TO THE APPOINTMENT Management For For
OF A GROUP CHIEF EXECUTIVE.
23 TO CHANGE THE ARTICLES IN RELATION TO DIRECTORS Management For For
INDEMNIFICATION.
24 TO APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For For
PLAN 2005.
25 TO APPROVE THE UNILEVER PLC 2005 SHARESAVE PLAN. Management For For
COMPAGNIE GENERALE DE GEOPHYSIQUE MIX MEETING DATE: 05/12/2005
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO SET THE ISSUE Management Against *Management Position Unknown
PRICE IN CASE OF WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS UP TO 10% OF THE SHARE CAPITAL
E.5 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Against *Management Position Unknown
THE NUMBER OF SECURITIES ISSUED PURSUANT TO RESOLUTIONS
13 AND 14
E.6 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO INCREASE THE SHARE CAPITAL BY THE WAY OF THE
INTEGRATION OF THE RESERVES, THE PROFITS OR THE
PREMIUMS
E.7 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL UP TO 10% WITH A VIEW
TO REMUNERATE THE CONTRIBUTIONS IN KIND
E.8 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY THE WAY OF THE
ISSUE OF SHARES OR SECURITIES GIVING ACCESS TO
THE SHARE CAPITAL IN FAVOR OF MEMBERS
OF A COMPANY S SAVING SCHEME
E.9 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO ISSUE SECURITIES GIVING THE RIGHT TO THE ALLOTMENT
OF DEBT SECURITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management Against *Management Position Unknown
GRANT OPTIONS TO SUBSCRIBE OR TO PURCHASE SHARES
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY THE WAY OF THE
CANCELLATION
OF SHARES PURCHASED UNDER THE TERMS OF THE
AUTHORIZATION
TO REPURCHASE BY THE COMPANY ITS OWN SHARES
E.12 AMEND THE ARTICLE 7/2 OF THE ARTICLES OF ASSOCIATION Management Against *Management Position Unknown
RELATING TO THE DECLARATIONS OF THE STATUTORY
CROSSING THRESHOLDS
E.13 GRANT POWERS TO CARRY OUT FORMALITIES Management For *Management Position Unknown
O.5 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROBERT Management For *Management Position Unknown
SEMMEN
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JOHN Management For *Management Position Unknown
MAC WILLIAM
O.9 RATIFY THE COOPTATION OF MR. REMI DORVAL Management For *Management Position Unknown
O.10 APPROVE TO DETERMINE THE AMOUNT OF THE DIRECTORS Management For *Management Position Unknown
FEES ALLOCATED TO THE BOARD OF DIRECTORS FOR
THE FY 2005
O.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
PROCEED WITH THE PURCHASE OF THE COMPANY S SHARES
O.12 APPROVE THE AGREEMENTS GOVERNED BY THE ARTICLE Management For *Management Position Unknown
L225/38 OF THE COMMERCIAL LAW
E.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS
O.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS, AND THE FINANCIAL STATEMENTS
FOR THE FY 2004
E.2 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management For *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH RETENTION OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
E.3 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management Against *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH THE WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
* 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.2 APPROVE THE TRANSFER OF THE SUMS REGISTERED AT Management For *Management Position Unknown
THE LONG TERM CAPITAL GAINS SPECIAL RESERVE
TO AN OTHER RESERVES ACCOUNT
O.6 GRANT FULL DISCHARGE TO THE DIRECTORS Management For *Management Position Unknown
O.3 APPROVE THE ALLOCATION OF THE RESULTS Management For *Management Position Unknown
O.4 APPROVE THE DISCHARGE OF THE NEGATIVE BALANCE Management For *Management Position Unknown
OF THE BROUGHT FORWARD ACCOUNT BY DEDUCTION ON
THE CONTRIBUTIONS PREMIUM ACCOUNT
ABBOT GROUP PLC AGM MEETING DATE: 05/17/2005
ISSUER: G92058109 ISIN: GB0009102731
SEDOL: 0011518, 0910273
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT, AUDITORS Management For *Management Position Unknown
REPORT AND ACCOUNTS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 3.2P PER ORDINARY Management For *Management Position Unknown
SHARE FOR THE YE 31 DEC 2004 PAYABLE TO ELIGIBLE
ORDINARY SHAREHOLDERS ON THE REGISTER OF MEMBERS
AT THE CLOSE OF BUSINESS ON 06 MAY 2005
3. RE-APPOINT MR. PETER J. MILINE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
4. RE-APPOINT MR. MAURICE A. WHITE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
6. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
7. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management Against *Management Position Unknown
SET OUT ON PAGES 28 TO 31 OF THE DIRECTORS REPORT
AND ACCOUNTS
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY PREVIOUS AUTHORITY AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO ALLOT RELEVANT SECURITIES SECTION 80 UP
TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP
8,791,812 BEING 33.33% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT 11 MAR 2005; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8 AND TO ALLOT EQUITY
SECURITIES WITHIN THE MEANING OF SECTION 94(3A)
OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
I) WHICH HAVE BEEN OFFERED WHETHER BY WAY OF
RIGHTS ISSUE, OPEN OFFER OR OTHERWISE TO HOLDERS
OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY;
A) TO SELL, FOR THE BENEFIT OF THOSE SHAREHOLDERS
WHO ARE CITIZENS OF RESIDENT IN ANY OVERSEAS
TERRITORY, THAT THE PROCEEDS NET OF EXPENSES
OF GBP 3 OR LESS DUE TO ANY SUCH SHAREHOLDERS
MAY BE RETAINED FOR THE BENEFIT OF THE COMPANY;
B) NOT EXCEEDING IN AGGREGATE GBP 1,318,771;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For *Management Position Unknown
50 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND CHAPTER VII OF PART V OF THE ACT AND SUBJECT
TO THE FOLLOWING PROVISIONS OF THIS RESOLUTION,
TO MAKE MARKET PURCHASES SECTION 163(3) OF
UP TO 17,583,624 REPRESENTING JUST 10% OF THE
COMPANY S ISSUED ORDINARY CAPITAL AS ON 11 MAR
2005 ORDINARY SHARES OF 15P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 15P EXCLUSIVE
OF THE EXPENSES AND NOT MORE THAN 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATION OF AN
ORDINARY SHARE OF THE COMPANY 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
NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/19/2005
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 53 WEEKS Management For *Management Position Unknown
ENDED 02 JAN 2005 AND THE REPORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE FINAL DIVIDEND OF 8.70 PENCE PER Management For *Management Position Unknown
ORDINARY SHARE PAYABLE ON 27 MAY 2005 TO THE
ORDINARY SHAREHOLDERS REGISTERED AT THE CLOSE
OF BUSINESS ON 29 APR 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE REPORT AND ACCOUNTS
4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, , WHO RETIRES BY ROTATION
6. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
RELEVANT SECURITIES AS DEFINED SECTION 80 OF
THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE
NOMINAL AMOUNT OF GBP 85.68 MILLION; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
AS DEFINED IN SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 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, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
12.98 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.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT
TO THE FOLLOWING CONDITIONS: I) THE MAXIMUM NUMBER
OF SUCH ORDINARY SHARES IN THE COMPANY HAS A
TOTAL NOMINAL VALUE OF GBP 25.96 MILLION; II)
THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF EACH SUCH ORDINARY
SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
WHICH MAY BE PAID FOR ANY SUCH ORDINARY SHARE
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; 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
BWT AKTIENGESELLSCHAFT AGM MEETING DATE: 05/20/2005
ISSUER: A1141J105 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315, B05P485
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE: THE ANNUAL REPORT 2005; THE REPORTING Management For *Management Position Unknown
OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BOARD FOR THE FY 2004
4. ELECT THE AUDITORS FOR THE FY 2005 Management For *Management Position Unknown
5. GRANT AUTHORITY TO THE MANAGEMENT BOARD TO REPURCHASE Management For *Management Position Unknown
OF CONFISCATE OWN STOCKUP TO 10% OF THE INITIAL
CAPITAL FOR A DURATION OF 18 MONTHS
GLAXOSMITHKLINE PLC AGM MEETING DATE: 05/25/2005
ISSUER: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
LLP AS A AUDITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO THE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown
OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24
NOV 2006
S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES SECTION 94
OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 20 PASSED AT THE AGM
HELD ON 21 MAY 2001, 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 AS DEFINED IN ARTICLE 12.5 OF THE COMPANY
S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER
OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON
24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE
OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
GAMESA CORPORACION TECNOLOGICA SA OGM MEETING DATE: 06/01/2005
ISSUER: E54667113 ISIN: ES0143416115
SEDOL: B01CP21, B01D7H3, B01QLN6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For *Management Position Unknown
PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS;
THE MANAGEMENT REPORT OF GAMESA CORPORACION
TECHNOLOGICAL,
SOCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP,
FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF
DIRECTORS, RESOLUTIONS CONCERNING APPLICATION
OF PROFITS AND DIVIDEND DISTRIBUTION
2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For *Management Position Unknown
THE DERIVATIVE ACQUISITION OF WON SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
THEN PROCEEDING TO THEIR SALE
3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For *Management Position Unknown
THE FINANCIAL AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE
42 OF THE COMMERCIAL CODE AND SECTION 204 OF
THE SPANISH LIMITED COMPANIES CONSOLIDATION ACT,
TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS
4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS BY MEANS OF CO-OPTATION
5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For *Management Position Unknown
DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AS WELL AS FOR THEIR PUBLIC RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
BUSINESS OBJECTS S.A. BOBJ ANNUAL MEETING DATE: 06/14/2005
ISSUER: 12328X ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E15 TO ALLOCATE, FREE OF CHARGE, EXISTING ORDINARY Management Against Against
SHARES, OR TO ISSUE NEW ORDINARY SHARES, FREE
OF CHARGE, TO THE EMPLOYEES AND CERTAIN OFFICERS
OF THE COMPANY AND TO THE EMPLOYEES OF THE COMPANY
S SUBSIDIARIES.
E17 AMENDMENTS OF THE COMPANY S ARTICLES OF ASSOCIATION Management For For
TO CONFORM THEM TO THE NEW PROVISIONS OF THE
FRENCH COMMERCIAL CODE.
E18 THE REMOVAL OF THE FIFTEENTH, SEVENTEENTH AND Management For For
TWENTY-FOURTH PARAGRAPHS OF THE ARTICLE 6 OF
THE COMPANY S ARTICLES OF ASSOCIATION.
O19 TO GRANT FULL POWERS OF ATTORNEY TO CARRY OUT Management For For
REGISTRATIONS AND FORMALITIES.
O1 APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O3 ALLOCATION OF EARNINGS FOR THE FISCAL YEAR ENDED Management For For
DECEMBER 31, 2004.
O5 RATIFICATION OF THE APPOINTMENT OF MR. CARL PASCARELLA Management For For
AS DIRECTOR.
O7 RATIFICATION OF REGULATED AGREEMENTS. Management For For
O9 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS Management For For
TO REPURCHASE ORDINARY SHARES OF THE COMPANY.
E11 TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. GERALD
HELD.
O4 RENEWAL OF THE TERM OF OFFICE OF MR. GERALD HELD Management For For
AS DIRECTOR.
E13 TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE PARTICIPANTS IN THE COMPANY EMPLOYEE SAVINGS
PLAN.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O6 APPOINTMENT OF, AS REPLACEMENTS FOR THE SECOND Management For For
STATUTORY AUDITORS, AND THE SECOND ALTERNATE
STATUTORY AUDITORS.
O8 INCREASE OF THE AGGREGATE AMOUNT OF AUTHORIZED Management For For
DIRECTORS FEES.
E10 TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF Management For For
TREASURY SHARES.
E12 TO ISSUE WARRANTS TO SUSBCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. CARL
PASCARELLA.
E14 TO INCREASE THE SHARE CAPITAL TRHOUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE 2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS
TRUST UNDER THE 2004 INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN.
E16 THE AMENDMENT OF THE ARTICLE 7.2 OF THE COMPANY Management Against Against
S ARTICLES OF ASSOCIATION.
CLARINS SA OGM MEETING DATE: 06/14/2005
ISSUER: F18396113 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617, B02PRW3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF STATUTORY AUDITORS, THE CORPORATE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE 31 DEC
2004; APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES
OF EUR 100,257.00 WITH A CORRESPONDING TAX OF
EUR 35,521.00, ACCORDINGLY, AND GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE EXECUTIVE COMMITTEE
AND TO THOSE OF THE SUPERVISORY BOARD AS WELL
AS TO THE AUDITORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
2. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND OF THE STATUTORY
AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FY
3. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management Against *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE; APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED IN THEREIN
4. APPROVE THE APPROPRIATE PROFITS OF EUR 30,774,367.00 Management For *Management Position Unknown
AND THE PRIOR RETAINED EARNINGS OF EUR 32,333,684.00,
APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVES TO APPROPRIATE THE TOTAL
OF EUR 63,108,051.00 AS: RETAINED EARNINGS ACCOUNT
SHOWING A CREDIT BALANCE: EUR 32,333,684.00,
PROFITS FOR THE FY: EUR 30,774,367.00, ALLOCATION
TO THE LEGAL RESERVE: EUR -1,538,718.00, DISTRIBUTABLE
PROFIT OF EUR 61,569,333.00: GLOBAL DIVIDEND:
EUR 27,652,035.00, CARRY FORWARD ACCOUNT SHOWING
A CREDIT BALANCE: EUR 33,917,298.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.80 FOR EACH
SHARE OF A PAR VALUE OF EUR 8.00 EACH, AND WILL
ENTITLE NATURAL PERSONS TO THE 50 % ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 15 JUL 2005
5. APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 100,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD MEMBERS
6. AUTHORIZES THE EXECUTIVE COMMITTEE TO BUY BACK Management For *Management Position Unknown
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 75.00, MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM
AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES:
EUR 20,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
7. AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
8. AUTHORIZES THE EXECUTIVE COMMITTEE TO PROCEED, Management Against *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH ALLOCATIONS
FREE OF CHARGE OF COMPANY S EXISTING ORDINARY
SHARES OR TO BE ISSUED, IN FAVOR OF BENEFICIARIES
TO BE CHOSEN BY IT ARTICLES L.225-197-1 AND
L.225-197-2 OF THE FRENCH COMMERCIAL CODE , PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE TOTAL OF SHARES ISSUED BY THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
9. AMEND THE ARTICLE 7, 10 AND 41 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
10. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND
REGISTRATIONS
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
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
NTT DOCOMO INC. AGM MEETING DATE: 06/21/2005
ISSUER: J59399105 ISIN: JP3165650007
SEDOL: 3141003, 5559079, 6129277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 1,000YEN
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
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
5. APPOINT A CORPORATE AUDITOR Management Against *Management Position Unknown
6. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management Against *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
7. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2005
ISSUER: 835699 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 12 DIRECTORS. Management For For
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
S4 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS REGARDING REMUNERATION
PAID TO EACH DIRECTOR.
SHISEIDO CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J74358144 ISIN: JP3351600006
SEDOL: 5478011, 6805265, B01F3C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 13
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
AUDITORS
6. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS TOCK OPTIONS AS EXECUTIVE COMPENSATION-TYPE
STOCK OPTIONS; PLEASE REFER TO THE PAGE 56 OF
THE PROXY STATEMENT FOR THE DETAILS OF THE PROPOSAL
7. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management Against *Management Position Unknown
AS STOCK OPTIONS AS EMPLOYEE INCENTIVE-TYPE AND
REWARD-TYPE STOCK OPTIONS; PLEASE REFER TO THE
PAGE 62 OF THE PROXY STATEMENT FOR THE DETAILS
OF THE PROPOSAL
Exeter Fund, Inc. Pro-Blend Conservative Term Series
TICKER: EXDAX
PROXY VOTING RECORD
7/1/2004-6/30/2005
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/21/2004
ISSUER: 755081 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN S. LUPO Management For For
THOMAS R. SHEPHERD Management For For
02 TO APPROVE THE 2004 RAYOVAC INCENTIVE PLAN. Management For For
03 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2004.
NATIONAL GRID TRANSCO PLC AGM MEETING DATE: 07/26/2004
ISSUER: G6375K102 ISIN: GB0031223877
SEDOL: 3122387, B02SZP1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT AND THE ACCOUNTS FOR THE YE Management For *Management Position Unknown
31 MAR 2004 AND THE AUDITORS REPORT ON THE ACCOUNTS
2. DECLARE A FINAL DIVIDEND OF 11.87 PENCE PER ORDINARY Management For *Management Position Unknown
SHARE USD 1.0500 PER AMERICAN DEPOSITARY SHARE
FOR THE YE 31 MAR 2004
3. RE-APPOINT MR. MIKE JESARIA AS A DIRECTOR Management For *Management Position Unknown
4. RE-APPOINT MR. MARIA RICHTER AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MR. JAMES ROSS AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. JOHN GRANT AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT MR. EDWARD ASTLE AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
COMPANY AUDITOR AND AUTHORIZE THE DIRECTORS TO
SET THEIR REMUNERATION
9. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 MAR 2004
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY AND PURSUANT TO THE SECTION
80 OF THE COMPANIES ACT 1985 ACT , TO ALLOT
RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 102,929,251;
AUTHORITY EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS IN SUBSTITUTION FOR ANY Management For *Management Position Unknown
EXISTING AUTHORITY, AND PURSUANT TO SECTION 95
OF THE ACT TO ALLOT EQUITY SECURITIES SECTION
94(2) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AND/OR TO SELL THE EQUITY SECURITIES
HELD AS TREASURY SHARES FOR CASH PURSUANT TO
THE SECTION 162D OF THE ACT, IN EACH CASE AS
IF SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 15,439,387; AUTHORITY
EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE ACT OF UP TO 308,787,755
ORDINARY SHARES OF 10 PENCE EACH, AT A MINIMUM
PRICE OF 10 PENCE AND NOT MORE THAN 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CLOSE OF
THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
14. APPROVE THE REDEMPTION OF THE SPECIAL RIGHTS Management For *Management Position Unknown
NON-VOTING REDEEMABLE PREFERENCESHARE OF GBP
1 IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
BE CANCELLED AND THE AMOUNT OF THE COMPANY S
AUTHORIZED CAPITAL BE DIMINISHED ACCORDINGLY
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM MEETING DATE:
07/26/2004
ISSUER: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195, B01ZL33
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE SALE OF ALL.CLAD Management *Management Position Unknown
2. APPROVE THE INCREASE IN THE AUTHORIZED SHARE Management *Management Position Unknown
CAPITAL OF THE COMPANY
3. AMEND THE ARTICLES FOR THE PURPOSE OF AUTHORIZING Management *Management Position Unknown
THE DIRECTORS TO ALLOT RELEVANT SECURITIES UP
TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL
OF THE COMPANY
S.4 AUTHORIZE THE DIRECTOR TO ALLOT EQUITY SECURITIES Management *Management Position Unknown
IN CERTAIN CIRCUMSTANCES
VODAFONE GROUP PLC VOD ANNUAL MEETING DATE: 07/27/2004
ISSUER: 92857W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For
03 TO RE-ELECT PETER BAMFORD AS A DIRECTOR Management For For
04 TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR Management For For
05 TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)
06 TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
07 TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE Management For For
PER ORDINARY SHARE
08 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
09 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, Management For For
ELECTIONS AND REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management For For
16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For
UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES
OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS
AND OFF-MARKET PURCHASES+
MCKESSON CORPORATION MCK ANNUAL MEETING DATE: 07/28/2004
ISSUER: 58155Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN H. HAMMERGREN Management For For
ROBERT W. MATSCHULLAT Management For For
M. CHRISTINE JACOBS Management For For
02 RATIFYING THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS.
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM MEETING DATE: 07/30/2004
ISSUER: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DISPENSATION FOR THE DELAY OF CONVENING Management *Management Position Unknown
OF THE MEETING
2. APPROVE THE COMPANY S ANNUAL REPORT FOR THE FY Management *Management Position Unknown
2003
3. RATIFY THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS Management *Management Position Unknown
OF THE COMPANY FOR THE FY AND GRANT FULL DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS
4. APPROVE THE PROFIT UTILIZATION INCLUDING DISTRIBUTION Management *Management Position Unknown
OF DIVIDEND FOR THE FY 2003
5. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management *Management Position Unknown
RECORDS FOR THE FY 2004
6. APPROVE THE SPLIT OF NOMINAL VALUE OF THE SERIES Management *Management Position Unknown
A AND B SHARES OF THE COMPANY
7. AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management *Management Position Unknown
IN RELATION TO THE SPLIT OF THE NOMINAL VALUE
OF THE COMPANY SHARES
8. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Management *Management Position Unknown
BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
FOR THE FY 2004
INTERBREW SA, BRUXELLES EGM MEETING DATE: 08/27/2004
ISSUER: B5096U121 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. APPROVE THE NEW AUTHORIZED CAPITAL AND THE AMENDMENTS Management Abstain *Management Position Unknown
TO THE ARTICLES OF ASSOCIATION
2. ACKNOWLEDGEMENT OF DIRECTORS INDEPENDENCE WITHIN Management For *Management Position Unknown
THE MEANING OF ARTICLE 524 OF THE COMPANIES CODE
3. APPROVE THE CAPITAL INCREASE BY WAY OF ISSUANCE Management For *Management Position Unknown
OF 141,712,000 NEW ORDINARY SHARES FURTHER TO
A CONTRIBUTION IN KIND WITH CONDITIONAL CLOSING
4. APPROVE THE CONDITIONAL CHANGE OF NAME Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6. APPROVE THE CONDITIONAL RESIGNATION OF DIRECTORS Management For *Management Position Unknown
AND CONDITIONAL APPOINTMENT OF DIRECTORS
7. APPROVE THE CONDITIONAL SETTING OF REMUNERATION Management For *Management Position Unknown
OF ALL DIRECTORS
8. POWERS Management For *Management Position Unknown
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/01/2004
ISSUER: 832248 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAY A. GOLDBERG Management For For
JOHN T. SCHWIETERS Management For For
MELVIN O. WRIGHT 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 1, 2005.
03 SHAREHOLDER PROPOSAL REGARDING THE REPORTING Shareholder Against For
OF POLITICAL CONTRIBUTIONS.
04 SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shareholder For Against
REPORT.
SCHOLASTIC CORPORATION SCHL ANNUAL MEETING DATE:
09/21/2004
ISSUER: 807066 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. DAVIES Management For For
PETER M. MAYER Management For For
JOHN G. MCDONALD Management For For
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/23/2004
ISSUER: 94769M ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARK J. ADLER, M.D. Management For For
HERMAN SARKOWSKY Management For For
02 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE CERTAIN VOTING RIGHTS
TO THE HOLDERS OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK AND TO INSERT A SENTENCE RECITING
THE TOTAL NUMBER OF SHARES OF ALL CAPITAL STOCK
THAT WEBMD IS AUTHORIZED TO ISSUE.
03 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK FROM 5,000,000 TO 10,000. PROPOSAL
3 IS EXPRESSLY CONDITIONED UPON THE APPROVAL
OF PROPOSALS 2 AND 4 BY STOCKHOLDERS, AND WILL
NOT BE EFFECTIVE UNLESS BOTH PROPOSALS 2 AND
4 ARE ALSO APPROVED.
04 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO CLARIFY THE AUTHORITY OF
WEBMD S BOARD OF DIRECTORS TO DESIGNATE AND AUTHORIZE
THE ISSUANCE OF NEW SERIES OF PREFERRED STOCK
WITH VOTING RIGHTS. PROPOSAL 4 IS EXPRESSLY
CONDITIONED
UPON THE APPROVAL OF PROPOSALS 2 AND 3 BY
STOCKHOLDERS,
AND WILL NOT BE EFFECTIVE UNLESS BOTH PROPOSALS
2 AND 3 ARE ALSO APPROVED.
DIAGEO PLC AGM MEETING DATE: 10/20/2004
ISSUER: G42089113 ISIN: GB0002374006
SEDOL: 0237400, 5399736, 5409345, 5460494
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.11 AMEND ARTICLE 46.1 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
OF THE COMPANY
13. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
14. AUTHORIZE THE BOARD TO AMEND THE DIAGEO EXECUTIVE Management For *Management Position Unknown
SHARE OPTION PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
15. AMEND THE DISCRETIONARY INCENTIVE PLAN IN ACCORDANCE Management For *Management Position Unknown
WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE
MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
16. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 2001 Management For *Management Position Unknown
SHARE INCENTIVE PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
17. AUTHORIZE THE BOARD TO AMEND THE UK SHARESAVE Management For *Management Position Unknown
SCHEME 2000 IN ACCORDANCE WITH THE SCHEDULE OF
AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO
THE PASSING OF RESOLUTION 11
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For *Management Position Unknown
AND THE ACCOUNTS FOR THE YE 30 JUN 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 30 JUN 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
5. RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
6. RE-ELECT MR. P.A. WALKER AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
7. ELECT MR. H.T. STITZER AS A DIRECTOR Management For *Management Position Unknown
8. ELECT MR. J.R. SYMONDS AS A DIRECTOR Management For *Management Position Unknown
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY PARAGRAPH 4.3 OF ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 19 JAN 2006, WHICHEVER IS EARLIER AND FOR
SUCH PERIOD THE MAXIMUM AMOUNT OF EQUITY SECURITIES
WHICH THE DIRECTORS MAY SO ALLOT IN ACCORDANCE
WITH PARAGRAPH 4.4 (C) OF ARTICLE 4 SECTION
95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE
4.4(C) SHALL BE GBP 44,234,986
S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163 OF THE COMPANIES ACT 1985 AS AMENDED
OF UP TO 305,752,223 OF ITS ORDINARY SHARES
OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE
OF 28 101/108 PENCE FOR AN ORDINARY SHARE AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
18. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 1999 Management For *Management Position Unknown
IRISH SHARESAVE SCHEME IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING,
SUBJECT TO THE PASSING OF RESOLUTION 11
19. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL
LIMIT ON ANNUAL AWARDS UNDER THE LONG TERM INCENTIVE
PLAN IS INCREASED TO 250% OF ANNUAL SALARY
TELECOM ITALIA SPA, MILANO SGM MEETING DATE: 10/25/2004
ISSUER: T92778108 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
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS 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 REPORT OF THE COMMON REPRESENTATIVE Management For *Management Position Unknown
RELATED TO THE FUNDS ESTABLISHED FOR THE EXPENSES
NECESSARY TO THE DEFENCE OF THE COMMON INTERESTS
2. APPOINT THE COMMON REPRESENTATIVE AND FIX THE Management For *Management Position Unknown
EMOLUMENT
THE NEWS CORPORATION LIMITED NWSA ANNUAL MEETING DATE: 10/26/2004
ISSUER: 652487 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 SHARE SCHEME MEETING OF PREFERRED SHAREHOLDERS. Management For For
APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE
INFORMATION MEMORANDUM.
02 CAPITAL REDUCTION MEETING. APPROVAL OF THE CAPITAL Management For For
REDUCTION BY CANCELLATION OF ALL SHARES IN THE
COMPANY.
ADS IF YOU MARK THE AGAINST BOX, YOU WILL NOT VOTE Management For For
AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES
AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING
WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY
IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS.
WACHOVIA CORPORATION WB SPECIAL MEETING DATE: 10/28/2004
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Management For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL
MERGE WITH AND INTO WACHOVIA, AS MORE FULLY DESCRIBED
IN THE JOINT PROXY STATEMENT-PROSPECTUS DATED
SEPTEMBER 24, 2004.
CIE GENERALE DE GEOPHYSIQUE SA, MASSY MIX MEETING DATE: 10/29/2004
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.1 APPROVE, THE ISSUE OF BONDS FOR A TOTAL NOMINAL Management For *Management Position Unknown
AMOUNT OF USD 84,980,000.00, WHICH CORRESPONDS
TO 14,000 BONDS OF A PAR VALUE OF USD 6,070.00
EACH, CONVERTIBLE INTO COMPANY S NEW SHARES AND
REDEEMABLE INTO COMPANY S NEW AND-OR EXISTING
SHARES AND-OR BY CASH, OF WHICH INTERESTS ARE
PAYABLE IN NEW AND-OR EXISTING SHARES AND-OR
BY CASH TO BE SUBSCRIBED BY CASH; THE ISSUE OF
BONDS MAY LEAD TO THE ISSUE TO THE PROFIT OF
THE BONDHOLDERS OF A MAXIMUM OF: (-) 1,400,000
SHARES OF A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING
TO A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,800,000.00, (-) 2,000,000 SHARES OF
A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000.00, (-) 1,200,000 SHARES OF
A PAR VALUE OR EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,400,000.00, AND A GLOBAL ISSUE OF A
MAXIMUM OF 4,599,900 SHARES OF A PAR VALUE OF
EUR 2.00 EACH CORRESPONDING TO A CAPITAL INCREASE
OF A MAXIMUM NOMINAL AMOUNT OF EUR 9,199,800.00
O.2 AUTHORIZE, THE BOARD OF DIRECTORS WITH THE POSSIBILITY Management For *Management Position Unknown
OF DELEGATION TO THE CHAIRMAN AND MANAGING DIRECTOR,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.3 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 13 MAY 2004,
TO INCREASE THE SHARE CAPITAL ON ITS DECISION
UP TO A NOMINAL AMOUNT OF EUR 1,000,000.00 BY
WAY OF ISSUING SHARES OR OTHER SECURITIES GIVING
ACCESS TO THE COMPANY S CAPITAL GRANTED TO THE
MEMBERS OF AN ENTERPRISE SAVINGS PLAN; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, AND NOTABLY TO CHARGE
ALL FEES 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
O.4 APPROVE TO ADD A NEW ARTICLE OF ASSOCIATION NUMBER Management For *Management Position Unknown
13 ALLOWING THE BOARD OF DIRECTORS TO APPOINT
CONTROL AGENT CONTROL AGENT
O.5 ACKNOWLEDGE THE APPROVAL OF RESOLUTIONS E.1 AND Management For *Management Position Unknown
O.2 AND APPOINT MR. ANDREW SHEINER AS A DIRECTOR
FOR A PERIOD OF 6 YEARS
O.6 AUTHORIZE THE BEARER OF A COPY OF AN EXTRACT Management For *Management Position Unknown
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
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2004
ISSUER: 518439 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
AERIN LAUDER Management Withheld Against
WILLIAM P. LAUDER Management For For
RICHARD D. PARSONS Management For For
LYNN F. DE ROTHSCHILD Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR THE 2005 FISCAL YEAR.
HARRIS INTERACTIVE INC. HPOL ANNUAL MEETING DATE: 11/09/2004
ISSUER: 414549 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. KNAPP Management For For
HOWARD L. SHECTER Management For For
SUBRATA K. SEN Management For For
ANTOINE G. TREUILLE Management For For
02 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 LONG TERM INCENTIVE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 4,000,000.
03 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 EMPLOYEE STOCK PURCHASE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 500,000.
THE BISYS GROUP, INC. BSG ANNUAL MEETING DATE: 11/11/2004
ISSUER: 055472 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DENIS A. BOVIN Management Withheld Against
ROBERT J. CASALE Management For For
THOMAS A. COOPER Management For For
RUSSELL P. FRADIN Management For For
RICHARD J. HAVILAND Management For For
PAULA G. MCINERNEY Management For For
JOSEPH J. MELONE Management For For
02 THE PROPOSAL TO APPROVE THE COMPANY S 2005 EMPLOYEE Management For For
STOCK PURCHASE PLAN.
03 THE PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS
LLP AS AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 2005.
VNU NV, HAARLEM EGM MEETING DATE: 11/16/2004
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 09 NOV 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE DECISION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
CONCERNING THE SALE OF THE WORLD DIRECTORIES
GROUP
3. APPROVE TO ALTER THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. APPROVE TO ALTER THE BONUS PLAN FOR 2005 AND Management For *Management Position Unknown
FOLLOWING YEARS
5. APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
6. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other For *Management Position Unknown
7. CLOSURE Non-Voting *Management Position Unknown
BAYER AG, LEVERKUSEN EGM MEETING DATE: 11/17/2004
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192,
5069211, 5069459, 5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE AGREEMENT WITH LANXESS AG, THE COMPANY Management For *Management Position Unknown
SHALL TRANSFER ITS ENTIRE INTERESTS IN LANXESS
DEUTSCHLAND GMBH AND THE LANXESS AG, AS WELL
AS THE ENTIRE ASSETS OF LANXESS CORPORATE CENTER
TO ITS WHOLLY-OWNED SUBSIDIARY LANXESS AG PURSUANT
TO SECTION 123(2)1 OF THE GERMAN LAW REGULATING
TRANSFORMATION OF COMPANIES, WITH RETROSPECTIVE
EFFECT FROM 01 JUL 2004 AS COMPENSATION FOR THE
TRANSFER OF ASSETS, THE SHAREHOLDERS OF THE COMPANY
SHALL BE GRANTED, FREE OF CHARGE, 1 BEARER NO-PAR
SHARE OF LANXESS AG IN EXCHANGE FOR 10 BEARER
NO-PAR SHARE OF THE COMPANY; THE LANXESS AG SHARES
SHALL CONVEY DIVIDEND ENTITLEMENT FROM 01 JAN
2004, LANXESS AG SHALL INCREASE ITS SHARE CAPITAL
FROM EUR 50,000 TO EUR 73,034,192 THROUGH THE
ISSUE OF 72,984,192 NEW SHARES
KARSTADT QUELLE AG, ESSEN EGM MEETING DATE: 11/22/2004
ISSUER: D38435109 ISIN: DE0006275001
SEDOL: 4484105, 5786565
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE BE ADVISED THAT KARSTADT QUELLE AG, ESSEN 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
1. APPROVE THE REPORT ON THE REFINANCING CONCEPT Management For *Management Position Unknown
2. APPROVE THE CAPITAL INCREASE AGAINST CONTRIBUTIONS Management For *Management Position Unknown
IN CASH, THE COMPANY S SHARE CAPITAL OF EUR
301,459,904
SHALL BE INCREASED TO UP TO EUR 539,645,824 THROUGH
THE ISSUE OF UP TO 93,041,375 BEARER NO- PAR
SHARES WITH DIVIDEND ENTITLEMENT FROM 01 JAN
2004, AGAINST CONTRIBUTIONS IN CASH, THE NEW
SHARES SHALL BE ISSUED TO THE SHAREHOLDERS AT
A RATIO OF SEVEN NEW SHARES FOR EIGHT OLD SHARES,
AND A PRICE OF AT LEAST EUR 4 PER SHARE
THE HAIN CELESTIAL GROUP, INC. HAIN ANNUAL MEETING DATE: 12/02/2004
ISSUER: 405217 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
IRWIN D. SIMON Management For For
BARRY J. ALPERIN Management For For
BETH L. BRONNER Management For For
JACK FUTTERMAN Management For For
DANIEL R. GLICKMAN Management For For
MARINA HAHN Management For For
ANDREW R. HEYER Management For For
ROGER MELTZER Management For For
MITCHELL A. RING Management For For
LEWIS D. SCHILIRO Management For For
D. EDWARD I. SMYTH Management For For
LARRY S. ZILAVY Management For For
02 TO APPROVE THE AMENDMENT TO THE 2002 LONG TERM Management Against Against
INCENTIVE AND STOCK AWARD PLAN TO INCREASE THE
NUMBER OF SHARES ISSUABLE OVER THE TERM OF THE
PLAN BY 1,800,000 SHARES TO 4,900,000 SHARES
IN THE AGGREGATE.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, Management For For
TO ACT AS REGISTERED INDEPENDENT ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
ENZON PHARMACEUTICALS, INC. ENZN ANNUAL MEETING DATE: 12/07/2004
ISSUER: 293904 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROLF A. CLASSON Management For For
ROBERT LEBUHN Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP TO Management For For
AUDIT THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
2005.
ASSOCIATED BRITISH FOODS PLC AGM MEETING DATE: 12/10/2004
ISSUER: G05600138 ISIN: GB0006731235
SEDOL: 0673123, 5685178
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 THEREON FOR THE PERIOD ENDED
18 SEP 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YE 18 SEP 2004
3. APPROVE TO PAY A DIVIDEND OF 11.15P PER ORDINARY Management For *Management Position Unknown
SHARE ON 14 JAN 2005 TO HOLDERS OF ORDINARY SHARES
ON THE REGISTER OF SHAREHOLDERS OF THE COMPANY
AT THE CLOSE OF BUSINESS ON 03 DEC 2004
4. RE-ELECT MR. WILLARD GORDON GALEN WESTON AS A Management For *Management Position Unknown
DIRECTOR
5. RE-ELECT MR. MICHAEL RICHARD ALEXANDER AS A DIRECTOR Management For *Management Position Unknown
6. ELECT MR. TIMOTHY CLARKE AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For *Management Position Unknown
THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) OF THE COMPANIES ACT
1985 UP TO A MAXIMUM OF 263 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES AT
THE END OF 04 DEC 2009 ; AND THE DIRECTORS MAY
MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) OF THE COMPANIES ACT
1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 8, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFER
OF SECURITIES IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE OF 39 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 31 DEC 2005 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.10 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
TE ELECTRONIC COMMUNICATIONS
BETWEEN THE COMPANY AND ITS SHAREHOLDERS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM SPECIAL MEETING DATE: 12/21/2004
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE REVISIONS OF THE COMPANY S ARTICLES Management For For
OF INCORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 12/23/2004
ISSUER: N14952225 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 PROFILE OF THE SUPERVISORY BOARD Management For *Management Position Unknown
3. APPROVE THE RECOMMENDATION FOR THE NOMINATION Management For *Management Position Unknown
OF A MEMBER OF THE SUPERVISORY BOARD AND ELECT
THE MEMBER OF THE SUPERVISORY BOARD
4. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
5. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management For *Management Position Unknown
POLICY OF THE BOARD OF MANAGEMENT
6. CLOSURE Non-Voting *Management Position Unknown
SANOFI-AVENTIS EGM MEETING DATE: 12/23/2004
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
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
23 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004,
UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL
CONTRIBUTE THE TOTAL OF ITS ASSETS
(EUR 41,208,544,876.00),
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES (EUR 14,099,319,197.00) AND APPROVE
THE TERMS AND CONDITIONS OF THIS AGREEMENT; NET
WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE
THE PAYMENT FOR THE CONTRIBUTIONS ACCORDING TO
A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS SHARES
AGAINST 23 AVENTIS SHARES AND THE OPERATION SHALL
BE FINAL ON 31 DEC 2004; CONSEQUENTLY, THE GENERAL
MEETING DECIDES TO INCREASE THE SHARE CAPITAL
BY EUR 38,245,770.00 TO INCREASE IT FROM EUR
2,784,562,864.00 TO EUR 2,822,808,634.00, BY
THE CREATION OF 19,122,885 NEW FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.00 EACH, TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY, WITH A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS
SHARES AGAINST 23 AVENTIS SHARES, BEARING AN
ACCRUING DIVIDEND AS DECIDED AFTER THEIR ISSUE;
THE MERGER SURPLUS OF EUR 508,561,335.00 SHALL
BE REGISTERED IN A MERGER SURPLUS ACCOUNT; THE
AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS FOR
THE SANOFI-AVENTIS SHARES IT HOLDS, WHICH REPRESENTS
EUR 27,894,216.00 SHALL BE CHARGED TO THE MERGER
SURPLUS ACCOUNT, THUS AMOUNTING TO EUR 536,455,551.00;
CAPITAL LOSS ON TRANSFERRED SHARES: EUR 25,277,722,121.00
EUR 25,277,722,121.00
2. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management For *Management Position Unknown
THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE
NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO
WITHDRAW FROM THE MERGER PREMIUM ALL NECESSARY
AMOUNTS IN ORDER TO: FUND THE LEGAL RESERVE:
10% OF THE CAPITAL EXISTING AFTER THE AMALGAMATION-MERGER,
FUND THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS: EUR 319,518,918.00; FUN OTHER RESERVES
AND PROVISIONS TO CHARGE ALL FEES, EXPENSES AND
RIGHT RESULTING FROM THE AMALGAMATION-MERGER;
THE GENERAL MEETING ALSO DECIDES TO CHARGE THE
CAPITAL LOSS ON TRANSFERRED SHARES TO THE SHARE
PREMIUM, THUS AMOUNTING TO EUR 9,863,155,240.00
3. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE AVENTIS EQUITY WARRANTS SHALL
GIVE RIGHT TO SANOFI-AVENTIS SHARES AND THEIR
NUMBER SHALL CORRESPOND TO THE NUMBER OF AVENTIS
SHARES THESE EQUITY WARRANTS SHALL GIVE RIGHT
AFTER THE IMPLEMENTATION OF THE RATIO OF EXCHANGE
OF 27 AGAINST 23; THE GENERAL MEETING DECIDES
TO RELINQUISH, TO THE BENEFIT OF THE EQUITY WARRANT
HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM NUMBER
OF 301,986; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
ALL THE OBLIGATIONS RESULTING FROM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRANTING THE RIGHT TO THE SUBSCRIBE AVENTIS
SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL,
SANOFI-AVENTIS SHARES SHALL BE ALLOTTED TO THE
BENEFICIARIES OF OPTIONS GRANTING THE RIGHT TO
SUBSCRIBE AVENTIS SHARES; THE GENERAL MEETING
DECIDES TO RELINQUISH, TO THE BENEFIT OF THE
OPTION HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE DEFINITELY Management For *Management Position Unknown
REALIZED ON 31 DEC 2004, AND THAT CONSEQUENTLY,
AVENTIS SHALL BE DISSOLVED WITHOUT LIQUIDATION
ON 31 DEC 2004
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
ARTICLE 6 (SHARE CAPITAL): THE SHARE CAPITAL
IS SET AT EUR 2,822,808,634.00 AND IS DIVIDED
INTO 1,411,404,317 FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH
7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, BY WAY OF ISSUING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES
GIVING ACCESS TO SANOFI-AVENTIS CAPITAL TO THE
BENEFIT OF THE COMPANY S EMPLOYEES, IN ACCORDANCE
WITH THE LEGAL PROVISIONS OF ARTICLE: L.225-138
C AND L 443-5 C; AUTHORITY IS GIVEN FOR A PERIOD
EXPIRING ON 23 AUG 2006 ; AUTHORIZE THE BOARD
OF DIRECTORS TO MAKE USE OF RESOLUTIONS 8 AND
10 OF THE COMBINED GENERAL MEETING OF 23 JUN
2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS EMPLOYEES
FREE SHARES OR OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION
CANCELS ALL PREVIOUS DELEGATIONS IN ORDER TO
INCREASE SANOFI-AVENTIS CAPITAL BY WAY OF ISSUING
SHARES GRANTED TO EMPLOYEES, WITHOUT THE PRE-EMPTIVE
RIGHT OF SUBSCRIPTIONS AND IT CANCELS AND REPLACES,
FOR ITS PART UNUSED, THE DELEGATION GIVEN IN
RESOLUTION 11 AT THE GENERAL MEETING OF 23 JUN
2004
8. 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
* PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 23
DEC 2004. PLEASE ALSO NOTE THAT THE NEW CUTOFF
DATE IS 09 DEC 2004. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/20/2005
ISSUER: G02602 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRUCE K. ANDERSON Management For For
ADRIAN GARDNER Management For For
DOV BAHARAV Management For For
JULIAN A. BRODSKY Management For For
CHARLES E. FOSTER Management For For
ELI GELMAN Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management For For
SIMON OLSWANG Management For For
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2004.
03 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
AMERICAN HEALTHWAYS, INC. AMHC ANNUAL MEETING DATE: 01/20/2005
ISSUER: 02649V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. THOMAS G. CIGARRAN Management For For
DR. C. WARREN NEEL Management For For
MR. JOHN W. BALLANTINE Management For For
02 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
UNDER THE PLAN.
03 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
PROVIDE FOR PERFORMANCE AWARDS UNDER THE PLAN.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 01/20/2005
ISSUER: N14952225 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
2.1 APPOINT MR. H. BENJAMINS AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD AND APPROVE TO ESTABLISH THE NUMBER OF
MEMBERS OF THE SUPERVISORY BOARD
2.2 APPOINT MR. R.M.F. VAN LOON AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AND APPROVE TO ESTABLISH THE
NUMBER OF MEMBERS OF THE SUPERVISORY BOARD
3. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
ATI TECHNOLOGIES INC. ATYT SPECIAL MEETING DATE: 01/25/2005
ISSUER: 001941 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE ELECTION OF EACH OF THE FOLLOWING NOMINEES: Management For For
JOHN E. CALDWELL, RONALD CHWANG, JAMES D. FLECK,
K.Y. HO, ALAN D. HORN, PAUL RUSSO AND ROBERT
A. YOUNG AS DIRECTORS OF THE COMPANY.
02 THE APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE Management For For
COMING YEAR AND AUTHORIZING THE DIRECTORS TO
FIX THEIR REMUNERATION.
03 THE APPROVAL OF THE SPECIAL RESOLUTION IN RESPECT Management For For
OF THE CONTINUANCE OF THE COMPANY (THE CONTINUANCE
) AS A CORPORATION UNDER THE CANADA BUSINESS
CORPORATIONS ACT.
04 THE CONFIRMATION OF A NEW GENERAL BY-LAW OF THE Management For For
COMPANY IN SUCH FORM AS ATTACHED AS SCHEDULE
D TO THE MANAGEMENT INFORMATION CIRCULAR, SUCH
BY-LAW TO BE ADOPTED ONLY UPON THE APPROVAL OF
THE CONTINUANCE BY SHAREHOLDERS AND THE CONTINUANCE
BECOMING EFFECTIVE.
05 AMENDMENT TO THE SHARE OPTION PLAN TO REPLENISH Management For For
THE NUMBER OF COMMON SHARES AVAILABLE FOR ISSUANCE
BY 11,972,871 SHARES.
06 THE APPROVAL OF AN AMENDMENT TO THE OPTION PLAN Management For For
TO PROVIDE THE BOARD WITH THE DISCRETION TO AWARD
TANDEM STOCK APPRECIATION RIGHTS IN CONNECTION
WITH THE GRANT OF OPTIONS UNDER THE OPTION PLAN,
AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR.
SIEMENS AG, MUENCHEN OGM MEETING DATE: 01/27/2005
ISSUER: D69671218 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. TO RECEIVE AND APPROVE THE REPORT OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
2. TO RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE CONSOLIDATED FINANCIAL STATEMENTS, AS
ADOPTED BY THE SUPERVISORY BOARD, TOGETHER WITH
THE MANAGEMENT S DISCUSSION AND ANALYSIS OF SIEMENS
AG AND THE CONSOLIDATED GROUP FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2004; THE MATERIALS
REFERRED TO IN AGENDA ITEMS 1 AND 2 ARE AVAILABLE
FOR INSPECTION ON THE INTERNET AT HTTP://WWW.SIEMENS
.COM/AGM
AND AT THE REGISTERED OFFICES OF SIEMENS AG,
WITTELSBACHERPLATZ 2, 80333 MUNICH, AND
NONNENDAMMALLEE
101, 13629 BERLIN; UPON REQUEST, A COPY WILL
BE SENT TO SHAREHOLDERS
3. TO CONSIDER AND VOTE UPON APPROPRIATION OF THE Management For *Management Position Unknown
NET INCOME OF SIEMENS AG TO A DIVIDEND PAYMENT;
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT THE FOLLOWING RESOLUTION BE APPROVED
AND ADOPTED: THE UNAPPROPRIATED NET INCOME OF
SIEMENS AG FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2004 AMOUNTS TO EUR 1,113,844,638.75; THIS
NET INCOME SHALL BE USED TO PAY OUT A DIVIDEND
OF EUR 1.25 ON EACH NO-PAR VALUE SHARE ENTITLED
TO THE DIVIDEND; THE AMOUNT ATTRIBUTABLE TO SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) HELD
IN TREASURY BY THE COMPANY AT THE DATE OF THE
ANNUAL SHAREHOLDERS MEETING SHALL BE CARRIED
FORWARD
4. TO RATIFY THE ACTS OF THE MANAGING BOARD; THE Management For *Management Position Unknown
SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE
THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS
OF THE MEMBERS OF THE MANAGING BOARD IN FISCAL
YEAR 2004
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
5. TO RATIFY THE ACTS OF THE SUPERVISORY BOARD; Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE ACTS OF THE MEMBERS OF THE SUPERVISORY
BOARD IN FISCAL YEAR 2004
6. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management For *Management Position Unknown
OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS;
THE SUPERVISORY BOARD PROPOSES THAT THE APPOINTMENT
OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, BERLIN AND FRANKFURT
ON MAIN, TO SERVE AS THE COMPANY S INDEPENDENT
AUDITORS OF THE ANNUAL AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2005 BE RATIFIED
7. TO CONSIDER AND VOTE UPON AN ELECTION TO THE Management For *Management Position Unknown
SUPERVISORY BOARD; DR. BAUMANN WHO WILL REACH
THE RETIREMENT AGE ESTABLISHED BY THE BYLAWS
OF THE SUPERVISORY BOARD IN 2005 WILL RESIGN
AS A MEMBER OF THE SUPERVISORY BOARD WITH EFFECT
FROM THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING.
DR. V. PIERER, WHOSE OFFICE AS PRESIDENT OF THE
MANAGING BOARD WILL ALSO END WITH EFFECT FROM
THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING,
WILL STAND AS NOMINEE FOR ELECTION AS SHARE HOLDER
REPRESENTATIVE TO FILL THE VACANCY CREATED BY
DR. BAUMANN; THEREFORE, THE SUPERVISORY BOARD
PROPOSES THAT DR. JUR., DR.-LNG. E.H. HEINRICH
V. PIERER, DIPL-VOLKSWIRT, ERLANGEN, PRESIDENT
OF THE MANAGING BOARD AND CEO OF SIEMENS AG UNTIL
THE CLOSE OF THE ANNUAL SHAREHOLDERS BE ELECTED
TO THE SUPERVISORY BOARD AS A REPRESENTATIVE
OF THE SHAREHOLDERS WITH EFFECT FROM THE CLOSE
OF THE ANNUAL SHAREHOLDERS MEETING FOR THE REMAINING
TERM OF THE VACANCY LEFT BY DR. BAUMANN; THE
SUPERVISORY BOARD FURTHER PROPOSES TO ELECT PROFESSOR
DR. MICHAEL MIROW, MUNICH, DIPL.-WIRTSCHAFTSINGENIEUR,
AS SUBSTITUTE MEMBER FOR DR. V. PIERER SUBJECT
TO THE PROVISO THAT HE SHALL BECOME A MEMBER
OF THE SUPERVISORY BOARD IF DR. V. PIERER RESIGNS
FROM THE SUPERVISORY BOARD BEFORE THE COMPLETION
OF HIS TERM OF OFFICE, AND THAT HE SHALL BE REINSTATED
AS SUBSTITUTE MEMBER AS SOON AS THE SHAREHOLDERS
MEETING HAS ELECTED A SUCCESSOR FOR DR. V. PIERER
IN THE EVENT OF HIS EARLY RESIGNATION; THE COMPOSITION
OF THE SUPERVISORY BOARD IS GOVERNED BY 96(1)
AND 101 (1) OF THE GERMAN STOCK CORPORATION
ACT (AKTG) AND 7 (1), 1ST SENTENCE, NO. 3 OF
THE GERMAN CODETERMINATION ACT (MITBESTG). THE
SHAREHOLDERS MEETING SHALL NOT BE BOUND TO CANDIDATE
PROPOSALS
8. TO CONSIDER AND VOTE UPON A RESOLUTION AUTHORIZING Management For *Management Position Unknown
THE ACQUISITION AND USE OF SIEMENS SHARES AND
THE EXCLUSIONS OF SHAREHOLDERS PREEMPTIVE AND
TENDER RIGHTS; DUE TO THE EXPIRATION OF THE
AUTHORIZATION
ADOPTED AT THE LAST ANNUAL SHAREHOLDERS MEETING,
THE MANAGING BOARD SHALL AGAIN BE AUTHORIZED
TO ACQUIRE SIEMENS SHARES AS A PURCHASE IN THE
STOCK MARKET AND THROUGH A PUBLIC SHARE PURCHASE
OFFER; THE SUPERVISORY BOARD AND THE MANAGING
BOARD PROPOSE THAT APPROVAL BE AND IS HEREBY
GIVEN TO THE FOLLOWING RESOLUTION: (A) THE COMPANY
SHALL BE AUTHORIZED TO ACQUIRE UP TO 10% OF ITS
CAPITAL STOCK EXISTING AT THE DATE OF THE RESOLUTION.
THE AGGREGATE OF SHARES OF STOCK OF SIEMENS AG
( SIEMENS SHARES ) ACQUIRED UNDER THIS AUTHORIZATION
AND ANY OTHER SIEMENS SHARES PREVIOUSLY ACQUIRED
AND STILL HELD IN TREASURY BY THE COMPANY OR
TO BE ATTRIBUTED TO THE COMPANY PURSUANT TO 71E
OF THE GERMAN STOCK CORPORATION ACT (AKTG) SHALL
AT NO TIME EXCEED 10% OF THE THEN EXISTING CAPITAL
STOCK; THIS AUTHORIZATION MAY BE IMPLEMENTED
WHOLLY OR IN PART, ONCE OR SEVERAL TIMES, BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR BY
THIRD PARTIES ON BEHALF OF SIEMENS AG OR ITS
SUBSIDIARIES; THIS AUTHORIZATION SHALL BECOME
EFFECTIVE AS OF MARCH 1, 2005 AND SHALL REMAIN
IN FULL FORCE AND EFFECT THROUGH JULY 26, 2006.
THE AUTHORIZATION TO ACQUIRE SIEMENS SHARES AS
APPROVED AT THE ANNUAL SHAREHOLDERS MEETING
ON JANUARY 22, 2004 WILL TERMINATE ON THE EFFECTIVE
DATE OF THIS NEW AUTHORIZATION; (B) ANY ACQUISITION
OF SIEMENS SHARES SHALL BE EFFECTED AT THE DISCRETION
OF THE MANAGING BOARD EITHER (1) AS A PURCHASE
IN THE STOCK MARKET OR (2) THROUGH A PUBLIC SHARE
PURCHASE OFFER; (1) IF THE SIEMENS SHARES ARE
ACQUIRED IN THE STOCK MARKET, THE PURCHASE PRICE
PAID PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE FINAL MANAGING BOARD DECISION ABOUT THE FORMAL
OFFER IS MADE. IN THE EVENT OF AN ADJUSTMENT
OF THE OFFER, THE RELEVANT DATE SHALL BE REPLACED
BY THE DATE ON WHICH THE FINAL MANAGING BOARD
DECISION IS MADE ABOUT THE ADJUSTMENT; IF THE
NUMBER OF SIEMENS SHARES TENDERED BY SHAREHOLDERS
EXCEEDS THE TOTAL VOLUME OF SHARES WHICH THE
COMPANY INTENDED TO REACQUIRE, THE SHAREHOLDERS
RIGHT TO TENDER MAY BE EXCLUDED TO THE EXTENT
THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE
SIEMENS SHARES TENDERED. FURTHERMORE, THE TENDER
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PREFERENTIAL TREATMENT;
(II) IF THE COMPANY PUBLICLY SOLICITS SUBMISSION
OF OFFERS TO SELL SIEMENS SHARES, THE COMPANY
MAY STATE IN ITS SOLICITATION A PURCHASE PRICE
RANGE WITHIN WHICH OFFERS MAY BE SUBMITTED. THE
SOLICITATION MAY PRO VIDE FOR A SUBMISSION PERIOD,
TERMS AND CONDITIONS, AND THE POSSIBILITY OF
ADJUSTING THE PURCHASE PRICE RANGE DURING THE
SUBMISSION PERIOD IF AFTER PUBLICATION OF THE
SOLICITATION THERE ARE SIGNIFICANT MARKET PRICE
FLUCTUATIONS DURING THE SUBMISSION PERIOD; UPON
ACCEPTANCE, THE FINAL PURCHASE PRICE SHALL BE
DETERMINED FROM ALL AVAILABLE SALES OFFERS. THE
PURCHASE PRICE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE OFFERS ARE ACCEPTED BY SIEMENS AG; IF THE
NUMBER OF SIEMENS SHARES OFFERED FOR SALE EXCEEDS
THE TOTAL VOLUME OF SHARES WHICH THE COMPANY
INTENDED TO REACQUIRE, THE SHARE HOLDERS RIGHT
TO TENDER MAY BE EXCLUDED TO THE EXTENT THAT
ACCEPTANCE SHALL BE IN PROPORTION TO THE SIEMENS
SHARES TENDERED. FURTHERMORE, THE ACCEPTANCE
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PRIORITY CONSIDERATION;
(C) THE MANAGING BOARD SHALL BE AUTHORIZED TO
ALSO USE SIEMENS SHARES REACQUIRED ON THE BASIS
OF THIS OR ANY PREVIOUSLY GIVEN AUTHORIZATION
AS FOLLOWS: (1) SUCH STOCK MAY BE RETIRED WITH
THE APPROVAL OF THE SUPERVISORY BOARD WITHOUT
REQUIRING AN ADDITIONAL RESOLUTION BY THE SHAREHOLDERS
MEETING FOR SUCH RETIREMENT OR ITS IMPLEMENTATION;
(2) SUCH STOCK MAY BE USED TO SATISFY THE COMPANY
S OBLIGATIONS UNDER THE 1999 AND 2001 SIEMENS
STOCK OPTION PLANS, BOTH AS AMENDED, IN ACCORDANCE
WITH THE RESOLUTIONS PASSED AT THE ANNUAL SHAREHOLDERS
MEETINGS ON FEBRUARY 18, 1999 AND FEBRUARY 22,
2001. THE APPROVED KEY POINTS OF THESE STOCK
OPTION PLANS CAN BE EXAMINED AS AN INTEGRAL PART
OF THE NOTARIZED MINUTES OF THE ABOVE MEETINGS
AT THE COMMERCIAL REGISTRIES IN BERLIN AND MUNICH.
THEY CAN ALSO BE INSPECTED AT THE REGISTERED
OFFICES OF SIEMENS AG, WITTELSBACHERPLATZ 2,
80333 MUNICH, AND NONNENDAMMALLEE 101, 13629
BERLIN, AND ON THE INTERNET AT HTTP://WWW.SIEMENS.COM/AGM.
UPON REQUEST, A COPY WILL BE SENT TO SHAREHOLDERS
CONTINUING IN BELOW
10. TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE Management For *Management Position Unknown
AMEND THE ARTICLES OF ASSOCIATION TO ADJUST TO
NEW LEGISLATION; THE HITHERTO REQUIRED PUBLICATION
OF COMPANY NOTICES IN THE PRINTED VERSION OF
THE GERMAN FEDERAL GAZETTE IS NO LONGER MANDATORY
IN EVERY CASE. THEREFORE SECTION 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO ACCOUNT FOR
THE FACT THAT NOTICES, IF PERMISSIBLE, SHALL
NO LONGER BE PUBLISHED IN THE PRINTED VERSION
BUT EXCLUSIVELY IN THE ELECTRONIC VERSION OF
THE GERMAN FEDERAL GAZETTE, TO REFLECT THE INTERESTS
OF BOTH SHAREHOLDERS AND THE COMPANY IN A COST-
EFFICIENT
AND TRANSPARENT INFORMATION POLICY; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO READ AS FOLLOWS:
NOTICES OF THE COMPANY REQUIRED BY LAW OR THESE
ARTICLES OF ASSOCIATION SHALL BE PUBLISHED IN
THE ELECTRONIC GERMAN FEDERAL GAZETTE
(BUNDESANZEIGER).
IF ANOTHER FORM OF NOTICE SHOULD BE MANDATORILY
REQUIRED, SUCH FORM SHALL REPLACE THE NOTICE
IN THE ELECTRONIC GERMAN FEDERAL GAZETTE
9. TO CONSIDER AND VOTE UPON ADJUSTMENTS TO SUPERVISORY Management For *Management Position Unknown
BOARD REMUNERATION AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION; RECENT JURISPRUDENCE
OF THE GERMAN FEDERAL COURT OF JUSTICE HAS RAISED
THE QUESTION OF WHETHER STOCK-BASED COMPENSATION
COMPONENTS OF SUPERVISORY BOARD REMUNERATION
ARE LEGALLY PERMISSIBLE. TO MAKE THE STRUCTURE
OF SUPERVISORY BOARD REMUNERATION AS TRANSPARENT
AS POSSIBLE AND, AT THE SAME TIME, ACCOUNT FOR
THIS UNCLEAR LEGAL SITUATION, THE REMUNERATION
OF SUPERVISORY BOARD MEMBERS, EFFECTIVE FROM
THE START OF THE CURRENT FISCAL YEAR THAT BEGAN
ON OCTOBER 1, 2004, SHALL CONSIST, APART FROM
A FIXED COMPENSATION COMPONENT, ONLY OF VARIABLE
COMPONENTS BASED ON EARNINGS PER SHARE BOTH OVER
THE SHORT AND LONG TERM. CONCURRENTLY, THE CHANGED
LIABILITY ENVIRONMENT CONFRONTING SUPERVISORY
BOARD MEMBERS SHALL BE ACCOUNTED FOR BY AN EXPRESS
PROVISION CONCERNING INSURANCE AGAINST SUCH RISKS
TO THE EXTENT PERMISSIBLE BY LAW; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: (A) SECTION 17 OF
THE ARTICLES OF ASSOCIATION SHALL BE REVISED
TO READ AS FOLLOWS: 1. THE MEMBERS OF THE SUPERVISORY
BOARD SHALL RECEIVE (A) A FIXED COMPENSATION
OF EUR 50,000 P.A.; (B) AN ANNUAL COMPENSATION
BASED ON THE SHORT-TERM SUCCESS OF THE COMPANY
IN THE AMOUNT OF EUR 150 PER EUR 0.01 OF EARNINGS
PER SHARE AS DISCLOSED IN THE CONSOLIDATED FINANCIAL
STATEMENTS EXCEEDING A MINI MUM AMOUNT OF EUR
1.00. THE MINIMUM AMOUNT SHALL BE INCREASED ANNUALLY
BY 10%, BEGINNING WITH THE FISCAL YEAR STARTING
ON OCTOBER 1, 2005; (C) A LONG-TERM COMPENSATION
PAYABLE AFTER EXPIRATION OF THE THEN APPLICABLE
FIVE-YEAR TERM OF THE SUPERVISORY BOARD IN THE
AMOUNT OF EUR 50,000. THE LONG-TERM COMPENSATION
SHALL ONLY BE PAID IF EARNINGS PER SHARE AT THE
END OF THE TERM OF OFFICE HAVE INCREASED BY MORE
THAN 50% COMPARED TO THE BEGINNING OF THE TERM
OF OFFICE; EARNINGS PER SHARE ON WHICH THE SUPERVISORY
BOARD S REMUNERATION IS BASED ARE TO BE ADJUSTED
FOR SIGNIFICANT EXTRAORDINARY RESULTS. MEMBERS
OF THE SUPERVISORY BOARD WHO HAVE SERVED ON THE
SUPERVISORY BOARD OR A COMMITTEE FOR ONLY PART
OF THE FY OR TERM OF OFFICE SHALL RECEIVE A PRO
RATA COMPENSATION FOR EVERY MONTH OF SERVICE
STARTED; 2. THE CHAIRMAN OF THE SUPERVISORY BOARD
SHALL RECEIVE DOUBLE, AND EACH DEPUTY CHAIRMAN
SHALL RECEIVE ONE AND ONE HALF TIMES THE AMOUNTS
TO BE PAID PURSUANT TO SUBSECTIONS 1(A) AND 1(B).
THE CHAIRMAN S COMMITTEE, THE MEDIATION COMMITTEE,
AND THE INVESTMENT COMMITTEE ARE NOT INCLUDED
IN THIS CALCULATION; 3. THE REMUNERATION PURSUANT
TO SUBSECTION 1(A) AND 1(B) SHALL BE PAYABLE
AFTER THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING
RATIFYING THE ACTS OF THE SUPERVISORY BOARD FOR
THE FYE BEFORE THE MEETING. THE COMPANY SHALL
REIMBURSE THE MEMBERS OF THE SUPERVISORY BOARD
FOR EXPENSES INCURRED AND FOR SALES TAXES TO
BE PAID ON THEIR REMUNERATION; AND 4. THE MEMBERS
OF THE SUPERVISORY BOARD SHALL BE INDEMNIFIED
BY THE COMPANY AGAINST THIRD PARTY CLAIMS TO
THE EXTENT PERMISSIBLE BY LAW. FOR THIS PURPOSE,
THE COMPANY PROVIDES A GROUP INSURANCE POLICY
FOR BOARD MEMBERS AND EMPLOYEES OF SIEMENS AG
AND ITS SUBSIDIARIES WHICH COVERS PERSONAL LIABILITY
FOR FINANCIAL LOSS ASSOCIATED WITH SUPERVISORY
OR MANAGEMENT FUNCTIONS . B. THE AMENDMENTS TO
THE ARTICLE OF ASSOCIATION REFERRED TO IN AGENDA
ITEM 9 (A) SHALL APPLY FOR THE FIRST TIME TO
THE FY THAT BEGAN ON 1 OCT 2004. THE LONG-TERM
COMPENSATION COMPONENT PURSUANT TO THE PROPOSED
SECTION 17, SUBSECTION 1(C) OF THE ARTICLE OF
ASSOCIATION SHALL BE CALCULATED AND GRANTED ON
A PRO RATA BASIS FROM THAT DATE UNTIL THE EXPIRATION
OF THE CURRENT TERM OF, OFFICE, I.E., IT WILL
BE PAYABLE PRO RATA FOR THE FIRST TIME AFTER
THE SHAREHOLDER S MEETING RATIFYING THE ACTS
OF THE SUPERVISORY BOARD FOR THE FY 2007
* PLEASE BE ADVISED THAT THESE SHARES OF SIEMENS Non-Voting *Management Position Unknown
AG ARE ISSUED IN REGISTERED FORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
8.con CON T (3) SUCH STOCK MAY BE OFFERED FOR PURCHASE Non-Voting *Management Position Unknown
BY, AND TRANSFERRED TO, PERSONS CURRENTLY OR
FORMERLY EMPLOYED BY SIEMENS AG OR ANY OF ITS
SUBSIDIARIES; (4) SUCH STOCK MAY BE USED TO SERVICE
THE CONVERSION OR OPTION RIGHTS GRANTED BY SIEMENS
AG OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH
THE ISSUANCE OF BONDS; THE AGGREGATE NUMBER OF
SHARES TRANSFERRED UNDER THIS AUTHORIZATION MUST
NOT EXCEED 10% OF THE CAPITAL STOCK AT THE TIME
WHEN THE STOCK IS USED, PROVIDED THAT IT IS USED
TO SERVICE CONVERSION OR OPTION RIGHTS ISSUED
BY APPLYING, MUTATIS MUTANDIS, THE PROVISIONS
OF 186 (3), 4TH SENTENCE, OF THE GERMAN STOCK
CORPORATION ACT (AGAINST CONTRIBUTIONS IN CASH,
WITH PREEMPTIVE RIGHTS OF SHAREHOLDERS EXCLUDED).
THIS LIMIT INCLUDES SHARES ISSUED OR DISPOSED
OF BY DIRECT OR MUTATIS MUTANDIS APPLICATION
OF THESE PROVISIONS DURING THE TERM OF THIS
AUTHORIZATION
AT THE TIME WHEN THE STOCK IS USED. THE LIMIT
ALSO INCLUDES SHARES THAT WERE ISSUED OR ARE
TO BE ISSUED TO SERVICE BONDS WITH CONVERSION
OR OPTION RIGHTS GRANTED IN ACCORDANCE WITH THE
ABOVE PROVISIONS AT THE TIME WHEN THE STOCK IS
USED; (D) THE SUPERVISORY BOARD SHALL BE AUTHORIZED
TO USE SIEMENS SHARES REACQUIRED BY THE COMPANY
ON THE BASIS OF THIS OR ANY PREVIOUSLY GIVEN
AUTHORIZATION AS FOLLOWS: SUCH SIEMENS SHARES
MAY BE TRANSFERRED TO THE MEMBERS OF THE MANAGING
BOARD OF SIEMENS AG AS STOCK-BASED COMPENSATION
WITH A BLOCKING PERIOD OF AT LEAST TWO (2) YEARS;
IN THE CASE OF A COMMITMENT TO TRANSFER SIEMENS
SHARES AT A LATER DATE, ANY TIME SPAN BETWEEN
COMMITMENT AND SETTLEMENT OF SUCH COMMITMENT
BY THE COMPANY SHALL BE CREDITED AGAINST THE
ABOVE-MENTIONED MINIMUM BLOCKING PERIOD. FURTHER
DETAILS REGARDING STOCK-BASED COMPENSATION FOR
MANAGING BOARD MEMBERS ARE DETERMINED BY THE
SUPERVISORY BOARD; (E) THE AUTHORIZATIONS PURSUANT
TO PARAGRAPHS (C) AND (D) ABOVE MAY BE IMPLEMENTED
ONCE OR SEVERAL TIMES, SEVERALLY OR JOINTLY,
WHOLLY OR IN PART; (F) PREEMPTIVE RIGHTS OF
SHAREHOLDERS
REGARDING REACQUIRED SIEMENS SHARES SHALL BE
EXCLUDED TO THE EXTENT TO WHICH SUCH SHARES ARE
USED PURSUANT TO PARAGRAPH (C), SUBSECTIONS (2)
THROUGH (4), AND PARAGRAPH (D) ABOVE
* PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting *Management Position Unknown
THANK YOU
ALLIED DOMECQ PLC AGM MEETING DATE: 01/28/2005
ISSUER: G0187V109 ISIN: GB0007294571
SEDOL: 0729457, 5474763, 5760558, B02S5L7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YEAR 31 Management For *Management Position Unknown
AUG 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2. APPROVE TO PAY A DIVIDEND OF 9.67P PER SHARE Management For *Management Position Unknown
TO HOLDERS OF ORDINARY SHARES ON THE REGISTER
OF MEMBERS OF THE COMPANY AT THE CLOSE OF BUSINESS
07 JAN 2005
3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YEAR TO 31 AUG 2004 AS SPECIFIED
AND THE ACCOUNTS AS SPECIFIED
4. RE-ELECT MR. GRAHAM HETHERINGTON AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. DAVID SCOTLAND AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. RICHARD TURNER AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING
8. APPROVE THAT THE REMUNERATION OF THE AUDITOR Management For *Management Position Unknown
BE DETERMINED BY THE DIRECTORS
9. APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.2 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 80
AMOUNT BE GBP 92,214,192.75
S.10 APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.3 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 89
AMOUNT BE GBP 13,832,128.75
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 110,657,031
ORDINARY SHARES REPRESENTING 10% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL OF 25P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND UP TO 5% ABOVE OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
12. AUTHORIZE ALLIED DOMECQ HOLDINGS PLC, A WHOLLY Management For *Management Position Unknown
OWNED SUBSIDIARY OF THE COMPANY, FOR THE PURPOSES
OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 80,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 20,000 IN TOTAL;
AUTHORITY EXPIRES AT THE END OF 12 MONTHS
13. APPROVE THE RULES OF THE ALLIED DOMECQ PLC PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2005 THE PSP AS SPECIFIED AND AUTHORIZE
THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO THE
PSP AS THEY MAY CONSIDER NECESSARY TO TAKE ACCOUNT
OF THE REQUIREMENTS OF THE UK LISTING AUTHORITY
AND THE BEST PRACTICE AND ADOPT THE PSP AS SO
MODIFIED AND TO DO ALL ACTS AND THINGS NECESSARY
TO OPERATE THE PSP; AND AUTHORIZE THE DIRECTORS
TO ESTABLISH SUCH FURTHER PLANE FOR THE BENEFIT
OF THE EMPLOYEES OUTSIDE THE UK, BASED ON THE
PSP, SUBJECT TO SUCH MODIFICATIONS AS MAY BE
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
SECURITIES LAWS, EXCHANGE CONTROLS AND TAX LEGISLATION
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL PARTICIPATION TO OVERALL
PARTICIPATION IN THE PSP
14. APPROVE THE CHANGES TO THE RULES OF THE ALLIED Management For *Management Position Unknown
DOMECQ PLC LONG TERM INCENTIVE SCHEME 1999 THE
LTIS AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/03/2005
ISSUER: 922206 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CONRAD W. HEWITT Management For For
GARRY W. ROGERSON Management For For
ELIZABETH E. TALLETT Management For For
02 APPROVAL OF AMENDED AND RESTATED OMNIBUS STOCK Management For For
PLAN
LINDSAY MANUFACTURING CO. LNN ANNUAL MEETING DATE: 02/09/2005
ISSUER: 535555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL N. CHRISTODOLOU Management For For
J. DAVID MCINTOSH Management For For
02 AUDITOR. RATIFICATION OF THE APPOINTMENT OF KPMG Management For For
LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL
YEAR ENDING AUGUST 31, 2005.
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/10/2005
ISSUER: 050095 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
SEGA SAMMY HOLDINGS INC, TOKYO EGM MEETING DATE: 02/15/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management For *Management Position Unknown
TO JPY 10,000,000,000 FROM THE PRESENT JPY 276,062,754,138
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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.
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/16/2005
ISSUER: 549463 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. DENHAM Management For For
DANIEL S. GOLDIN Management For For
EDWARD E. HAGENLOCKER Management For For
CARLA A. HILLS Management For For
KARL J. KRAPEK Management For For
RICHARD C. LEVIN Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
RONALD A. WILLIAMS Management For For
02 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
03 SHAREOWNER PROPOSAL REGARDING PUBLICATION OF Shareholder Against For
POLITICAL ACTION CONTRIBUTIONS
04 SHAREOWNER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
COMPENSATION AWARDS
05 SHAREOWNER PROPOSAL TO AMEND COMPANY S AUDIT Shareholder For Against
SERVICES PRE-APPROVAL POLICY
06 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE GOLDEN PARACHUTES
NOVARTIS AG NVS ANNUAL MEETING DATE: 03/01/2005
ISSUER: 66987V 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 2004.
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 REDUCTION OF SHARE CAPITAL. Management For For
05 FURTHER SHARE REPURCHASE PROGRAM. Management For For
6A RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR A TWO-YEAR Management For For
TERM.
6B RE-ELECTION OF PROF. DR. PETER BURCKHARDT FOR Management For For
A THREE-YEAR TERM.
6C RE-ELECTION OF ALEXANDRE F. JETZER FOR A THREE-YEAR Management For For
TERM.
6D RE-ELECTION OF PIERRE LANDOLT FOR A THREE YEAR Management For For
TERM.
6E RE-ELECTION OF PROF. DR. ULRICH LEHNER FOR A Management For For
THREE YEAR TERM.
07 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
HELMERICH & PAYNE, INC. HP ANNUAL MEETING DATE:
03/02/2005
ISSUER: 423452 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. ARMSTRONG Management For For
L.F. ROONEY, III Management Withheld Against
JOHN D. ZEGLIS Management For For
AMERISOURCEBERGEN CORPORATION ABC ANNUAL MEETING DATE: 03/04/2005
ISSUER: 03073E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RODNEY H. BRADY Management For For
CHARLES H. COTROS Management For For
JANE E. HENNEY, M.D. Management For For
R. DAVID YOST Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
CABOT MICROELECTRONICS CORPORATION CCMP ANNUAL MEETING DATE: 03/08/2005
ISSUER: 12709P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
STEVEN V. WILKINSON Management For For
ROBERT J. BIRGENEAU Management For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
FISCAL YEAR 2005.
NATIONAL-OILWELL, INC. NOV SPECIAL MEETING DATE: 03/11/2005
ISSUER: 637071 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ADOPTION OF THE AMENDED AND RESTATED Management For For
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING, AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 TO APPROVE THE NATIONAL OILWELL VARCO LONG-TERM Management For For
INCENTIVE PLAN, SUBJECT TO COMPLETION OF THE
MERGER CONTEMPLATED BY THE AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management Against Against
FOR ANY REASON, INCLUDING TO SOLICIT ADDITIONAL
PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE PROPOSALS.
04 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Management Against Against
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
VARCO INTERNATIONAL, INC. VRC SPECIAL MEETING DATE: 03/11/2005
ISSUER: 922122 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE AMENDED AND RESTATED AGREEMENT Management For For
AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11,
2004, BETWEEN NATIONAL-OILWELL, INC., A DELAWARE
CORPORATION, AND VARCO INTERNATIONAL, INC., A
DELAWARE CORPORATION, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, PURSUANT TO WHICH VARCO WILL
BE MERGED WITH AND INTO NATIONAL OILWELL.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management Against Against
MEETING FOR ANY REASON, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF PROPOSAL 1.
03 IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, Management Against Against
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF.
DOUGLAS HOLDING AG AGM MEETING DATE: 03/16/2005
ISSUER: D2290M102 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
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 2003/2004, ALONG 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 39,500,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EUR
381,296 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 17 MAR 2005
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 OWN SHARES OF THE COMPANY OF UP TO EUR
117,356,112, AT PRICES NOT DEVIATING MORE THAN
10% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 15 SEP 2006 AND TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO ALL SHAREHOLDERS IF THE NEW SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO RETIRE THE SHARES, OR TO USE
THE SHARES FOR ACQUISITION PURPOSES
6. AMEND ARTICLES 15, 16 AND 17 OF THE STATUTE IN Management For *Management Position Unknown
ORDER TO ADJUST IT TO UMAG LAW AND IN CONNECTION
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF RESCISSION UMAG
8. ELECT SUSAT AND PARTNER OHG WIRTSCHAFTSPRUEFUNGS-GESELLSCHAFT, Management For *Management Position Unknown
HAMBURG AS THE AUDITORS FOR THE YEAR 2004/2005
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE VOTING RIGHT BEING EXERCISED BY AN AUTHORIZED
REPRESENTATIVE AND THE USE OF ELECTRONIC MEANS
OF COMMUNICATION FOR THE ISSUE OF PROXY-VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN THE RECORD DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
F-SECURE CORP AGM MEETING DATE: 03/23/2005
ISSUER: X3034C101 ISIN: FI0009801310
SEDOL: 5806850, 5813065
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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1.1 ADOPT THE ACCOUNTS Management For *Management Position Unknown
1.2 APPROVE THE ACTIONS ON PROFIT AND LOSS Management For *Management Position Unknown
1.3 GRANT DISCHARGE FROM LIABILITY Management For *Management Position Unknown
1.4 APPROVE THE REMUNERATION OF THE BOARD MEMBERS Management For *Management Position Unknown
1.5 APPROVE THE REMUNERATION OF THE AUDITOR S Management For *Management Position Unknown
1.6 APPROVE THE COMPOSITION OF THE BOARD Management For *Management Position Unknown
1.7 ELECT THE AUDITOR(S) Management For *Management Position Unknown
2. AUTHORIZE THE BOARD TO DECIDE ON INCREASING THE Management For *Management Position Unknown
COMPANY SHARE CAPITAL BY ONE OR MORE NEW ISSUES/LAUNCHING
ONE OR MORE CONVERTIBLE BONDS/GRANTING OPTION
RIGHTS WITH A RIGHT TO DEVIATE FROM SHAREHOLDERS
PRE-EMPTIVE RIGHT
3. APPROVE THE NEW OPTION PROGRAM TO REPLACE THE Management For *Management Position Unknown
OPTIONS PROPOSED TO BE CANCELLED IN ARTICLE 4
4. APPROVE TO CANCEL THE UNALLOCATED OPTION RIGHTS Management For *Management Position Unknown
IN THE PREVIOUS OPTION PROGRAMMES
GLOBE TELECOM INC AGM MEETING DATE: 04/04/2005
ISSUER: Y27257149 ISIN: PHY272571498
SEDOL: 6284864
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DETERMINATION OF QUORUM Management For *Management Position Unknown
2. APPROVE THE MINUTES OF PREVIOUS MEETING Management For *Management Position Unknown
3. APPROVE THE ANNUAL REPORT OF THE OFFICERS Management For *Management Position Unknown
4.A RATIFY ALL ACTS AND RESOLUTIONS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS AND MANAGEMENT ADOPTED IN THE ORDINARY
COURSE OF BUSINESS DURING THE PRECEDING YEAR
4.B RATIFY THE RESOLUTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
ADOPTED ON 01 FEB 2005 REDUCING THE AUTHORIZED
CAPITAL STOCK TO CANCEL TREASURY SHARES, AND
APPROVE THE AMENDMENT TO THE ARTICLE 7 OF THE
AMENDED ARTICLES OF INCORPORATION TO REFLECT
THE SAME
5. ELECT THE DIRECTORS INCLUDING THE INDEPENDENT Management For *Management Position Unknown
DIRECTORS
6. ELECT THE AUDITORS AND APPROVE TO FIX THEIR REMUNERATION Management For *Management Position Unknown
7. ANY OTHER BUSINESS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
TELECOM ITALIA S P A NEW EGM MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 AND A THIRD CALL ON 07 APR 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 MERGER PLAN OF TELECOM ITALIA MOBILE Management For *Management Position Unknown
SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT
RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting *Management Position Unknown
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
TELECOM ITALIA S P A NEW MIX MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 (AND A THIRD CALL ON 07 APR 2005).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 APPROVE THE MERGER BY INCORPORATION OF TELECOM Management For *Management Position Unknown
ITALIA MOBILE SPA INTO TELECOM ITALIA SPA AND
THE RESOLUTIONS RELATED THERE TO
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management For *Management Position Unknown
04 AND THE RESOLUTIONS RELATED THERETO
O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS Management For *Management Position Unknown
MEMBERS NUMBER; APPROVE UPON RESTATING THE BOARD
OF DIRECTORS MEMBERS NUMBER, STATING THE BOARD
OF DIRECTORS YEARLY EMOLUMENTS AND APPOINT TWO
NEW MEMBERS
NOKIA CORPORATION NOK ANNUAL MEETING DATE: 04/07/2005
ISSUER: 654902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
02 APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE Management For
SHEET.
03 APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL Management For
MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.
04 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE Management Abstain
BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.
06 PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED Management For
BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.
07 DIRECTORS Management For
PAUL J. COLLINS Management For
GEORG EHRNROOTH Management For
BENGT HOLMSTROM Management For
PER KARLSSON Management For
JORMA OLLILA Management For
MARJORIE SCARDINO Management For
VESA VAINIO Management For
ARNE WESSBERG Management For
DAN HESSE Management For
EDOUARD MICHELIN Management For
08 APPROVAL OF THE REMUNERATION TO BE PAID TO THE Management For
AUDITOR.
09 APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS Management For
OY AS THE AUDITORS FOR FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS Management For
TO SELECTED PERSONNEL OF THE COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE Management For
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE Management For
CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA Management For
SHARES.
14 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES Management For
HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA Management Against
S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION
ON YOUR BEHALF ONLY UPON ITEM 15.
Proposal For or Against
Number Mgmt.
02 For
03 For
04 Against
06 For
07
For
For
For
For
For
For
For
For
For
For
08 For
09 For
10 For
11 For
12 For
13 For
14 For
15 *Management Position Unknown
CARREFOUR SA MIX MEETING DATE: 04/11/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
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.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
20 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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 A SECOND REVISION DUE Non-Voting *Management Position Unknown
TO CHANGE IN RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT-OFF
DATE. THANK YOU.
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
ID 222895 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
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004AND THE AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS THE GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management For *Management Position Unknown
THE AVAILABLE EARNINGS BROUGHT FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL
OF THE AGM IS CHF 876,785,274; THE PAYMENT OF
A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE
CAPITAL ELIGIBLE FOR DIVIDEND OF CHF 47,379,425
IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD
IS CHF 815,192,021
4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management For *Management Position Unknown
MACH, SERGIO MARCHIONNE, RICHARD SYKES, PETER
WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS
5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management For *Management Position Unknown
A MAXIMUM AMOUNT OF CHF 2,500,000 AND AMEND THE
ARTICLES OF ASSOCIATION AS SPECIFIED
6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF Management For *Management Position Unknown
DIRECTORS
6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management For *Management Position Unknown
AUDITORS ALSO TO ACT AS THE GROUP AUDITORS ,
FOR THE FY 2005
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/12/2005
ISSUER: 064057 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. 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
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 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shareholder For Against
VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
BANCA INTESA SPA, MILANO OGM MEETING DATE: 04/13/2005
ISSUER: T17074104 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 14
APR 2005. 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
2004, THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY AND INTERNAL AUDITORS REPORTS, BALANCE
SHEET REPORTS AS OF 31 DEC 2004 OF INTESA SISTEMI
ESERVIZI SPA, MERGED IN BANCA INTESA STARTING
FROM 01 JAN 2005
2. APPOINT THE DIRECTORS Management For *Management Position Unknown
3. APPOINT THE INTERNAL AUDITORS AND THE CHAIRMAN Management For *Management Position Unknown
FOR FYS 2005/2007 TO STATE THEIR EMOLUMENTS
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/13/2005
ISSUER: 143658 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
RICHARD J. GLASIER 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
SIR JOHN PARKER Management For For
PETER G. RATCLIFFE Management For For
STUART SUBOTNICK Management For For
UZI ZUCKER Management For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Management For For
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Management For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTANTS FOR CARNIVAL
CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Management For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For For
BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC Management For For
TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE
OPEN MARKET.
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/13/2005
ISSUER: 806857 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
J. DEUTCH Management Withheld Against
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
M.E. MARKS Management For For
D. PRIMAT Management For For
T.I. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
R. TALWAR Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Management For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER Management For For
DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
BP PLC AGM MEETING DATE: 04/14/2005
ISSUER: G12793181 ISIN: GB0007980591
SEDOL: 0798059, 5789401, 5790265, 6167493, 7110786
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 4 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
2. TO RE-ELECT THE LORD BROWNE OF MADINGLEY AS A Management For *Management Position Unknown
DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
3. TO RE-ELECT MR J H BRYAN AS A DIRECTOR (SEE BIOGRAPHY Management For *Management Position Unknown
ON PAGES 4-5 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
4. TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
5. TO RE-ELECT MR. I.C. CONN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
6. TO RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGES 5-6 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
7. TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
8. TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
9. TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
10. TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
11. TO ELECT SIR TOM MCKILLOP AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
12. TO RE-ELECT MR. J.A. MANZONI AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
13. TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
14. TO RE-ELECT MR. H.M.P. MILES AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
15. TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
16. TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
17. TO RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
* PLEASE NOTE THAT THERE IS NO SHARE BLOCKING AT Non-Voting *Management Position Unknown
THIS MEETING.
18. TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS UNTIL Management For *Management Position Unknown
THE CONCLUSION OF THE NEXT GENERAL MEETING BEFORE
WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE THE
DIRECTORS TO SET THE AUDITORS REMUNERATION FOR
2005 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
19. TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERA MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT EQUAL TO THE SECTION 80 AMOUNT
OF GBP 1,770 MILLION (SEE NOTE ON PAGE 10 IN
THE NOTES SECTION OF THE PROXY STATEMENT)
S.20 TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERAL MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT EQUITY SECURITIES WHOLLY FOR CASH (A) IN
CONNECTION WITH A RIGHTS ISSUE; AND (B) OTHERWISE
THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO
AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE SECTION
89 AMOUNT OF GBP 265 MILLION (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
S.21 TO AUTHORIZE THE COMPANY GENERALLY AND UNCONDITIONALLY Management For *Management Position Unknown
TO MAKE MARKET PURCHASES (AS DEFINED IN SECTION
163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES
NOT PURCHASE UNDER THIS AUTHORITY MORE THAN 2.1
BILLION ORDINARY SHARES; (B) THE COMPANY DOES
NOT PAY LESS THAN GBP 0.25 FOR EACH SHARE; AND
(C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE
THAN 5% OVER THE AVERAGE OF THE MIDDLE MARKET
PRICE OF THE ORDINARY SHARES FOR THE FIVE BUSINESS
DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE COMPANY AGREES TO BUY THE SHARES CONCERNED,
BASED ON SHARE PRICES AND CURRENCY EXCHANGE RATES
PUBLISHED IN THE DAILY OFFICIAL LIST OF THE LONDON
STOCK EXCHANGE. IN EXECUTING THIS AUTHORITY THE
COMPANY MAY PURCHASE SHARES USING ANY CURRENCY,
INCLUDING POUNDS STERLING, US DOLLARS, AND EURO.
THIS AUTHORITY SHALL CONTINUE FOR THE PERIOD
ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING
IN 2006 OR 13 JULY 2006, WHICHEVER IS THE EARLIER,
PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE
THIS DATE TO PURCHASE ORDINARY SHARES WHERE THESE
PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY
TERMINATES (EITHER WHOLLY OR IN PART) THE COMPANY
MAY COMPLETE SUCH PURCHASES (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
22. TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
FOR THE YEAR ENDED 31 DECEMBER 2004 (SEE NOTE
ON PAGE 10 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
23. TO APPROVE THE RENEWAL OF THE BP EXECUTIVE DIRECTORS Management For *Management Position Unknown
INCENTIVE PLAN (THE PLAN ), A COPY OF WHICH
IS PRODUCED TO THE MEETING INITIALLED BY THE
CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION,
FOR A FURTHER FIVE YEARS AND TO AUTHORIZE THE
DIRECTORS TO DO ALL ACTS AND THINGS THAT THEY
MAY CONSIDER NECESSARY OR EXPEDIENT TO CARRY
THE PLAN INTO EFFECT (SEE NOTE ON PAGES 11-13
IN THE NOTES SECTION OF THE PROXY STATEMENT)
24. TO RECEIVE THE REPORT OF THE DIRECTORS AND THE Management For *Management Position Unknown
ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004
(SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting *Management Position Unknown
A MORE DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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
NESTLE SA, CHAM UND VEVEY OGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
OF NESTLE S.A. AND THE NESTLE GROUP; ACKNOWLEDGE
THE REPORTS OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
PROFIT, RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management Against *Management Position Unknown
OF ASSOCIATION, REGARDING ORGANIZATION OF THE
BOARD OF DIRECTORS
4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management For *Management Position Unknown
ARTICLES OF ASSOCIATION, REGARDING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management Against *Management Position Unknown
REGARDING RIGHT OF SHAREHOLDERS TO THE COMPLETE
THE AGENDA
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS 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 212608, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
RWE AG, ESSEN OGM MEETING DATE: 04/14/2005
ISSUER: D6629K109 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 843,698,064.82 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 90,564.82 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS
THE AUDITORS FOR THE YEAR 2005
6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT
DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE
OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20% IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, AND TO USE THE
SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES,
OR IN CONNECTION WITH MERGERS AND ACQUISITIONS
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Management For *Management Position Unknown
THE AGM AND SECTION 15 ATTENDANCE OF THE AGM
OF THE ARTICLES OF ASSOCIATION IN CONNECTION
WITH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED
TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG
WHICH IS PLANNED TO BECOME EFFECTIVE AS PER
01 NOV 2005 AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
IN MEETING TYPE. 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 A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY S MEETING.
SCHERING AG OGM MEETING DATE: 04/14/2005
ISSUER: D67334108 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 194,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
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 BDO DEUTSCHE WARENTREUHAND AG, HAMBURG, Management For *Management Position Unknown
AS THE AUDITORS FOR THE 2005 FY
6. APPROVE THE ADJUSTMENT OF THE REMUNERATION FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE CORRESPONDING AMENDMENTS
TO THE ARTICLES OF ASSOCIATION FROM THE 2005
FY ON EACH MEMBER OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 35,000,
A PROFIT-RELATED REMUNERATION OF EUR 250 FOR
EVERY EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS
OF EUR 1.20, AND A PERFORMANCE-RELATED REMUNERATION
OF AT LEAST EUR 35,000 AND THE CHAIRMAN TO RECEIVE
2.25 TIMES AND THE DEPUTY CHAIRMAN 1.1 TIMES,
THESE AMOUNTS; AND APPROVE TO INCREASE THE TOTAL
REMUNERATION FOR COMMITTEE MEMBERS TO EUR 585,000
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS TO
BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 15,000,000,
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
A REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE
THAN 20% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 30 SEP 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO RETIRE THE SHARES, TO
USE THE SHARES FOR ACQUISITION PURPOSES, TO OFFER
THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO USE THE SHARES FOR THE CONVERSION
OF BONDS OR FOR THE EXERCISE OF OPTION RIGHTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY SCHERADMIN
01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2005 UNTIL AT LEAST 31 DEC 2009
10. APPROVE THE ADJUSTMENT OF THE PROFIT TRANSFER Management For *Management Position Unknown
AGREEMENTS WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
BERLISERVE PROFESSIONAL SERVICES GMBH, INTENDIS
GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING
FINLAND HOLDING GMBH, AND SCHERING VERSICHERUNGS-VERMITTLUNG
GMBH
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
THE E.W. SCRIPPS COMPANY SSP ANNUAL MEETING DATE:
04/14/2005
ISSUER: 811054 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DAVID A. GALLOWAY Management For For
NICHOLAS B. PAUMGARTEN Management Withheld Against
RONALD W. TYSOE Management For For
JULIE A. WRIGLEY Management For For
WOLTERS KLUWER NV AGM MEETING DATE: 04/14/2005
ISSUER: N9643A114 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.b APPROVE THE NOTICE BY SUPERVISORY BOARD FOR THE Management For *Management Position Unknown
YEAR 2004
2.d ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
3.a GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD
* 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 07 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
2.a APPROVE THE REPORT OF THE MANAGEMENT FOR THE Management For *Management Position Unknown
YEAR 2004
2.c APPROVE THE RESERVATION AND THE DIVIDEND POLICY Management For *Management Position Unknown
2.e APPROVE THE PAYMENT IN CASH EUR 0.55 OR OPTIONAL Management For *Management Position Unknown
IN SHARES
3.b GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6.a RE-APPOINT MRS. A.J. FROST AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.b RE-APPOINT MR. P.N. WAKKIE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
8.a AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SHARES/GRANT Management For *Management Position Unknown
RIGHTS TO TAKE SHARES
8.b AUTHORIZE THE MANAGEMENT BOARD TO RESTRICT OR Management For *Management Position Unknown
EXCLUDE THE PRE-EMPTIVE RIGHTS
9. GRANT POWERS TO PURCHASE COMPANY S OWN SHARES Management For *Management Position Unknown
10. GRANT ASSIGNMENT TO KPMG Management For *Management Position Unknown
11. QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
HENKEL KGAA OGM MEETING DATE: 04/18/2005
ISSUER: D32051126 ISIN: DE0006048432
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.
THANK YOU.
* PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND APPROVE THE 2004
FINANCIAL STATEMENTS
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting *Management Position Unknown
THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24
PER ORDINARY SHARE, PAYMENT OF A DIVIDEND OF
EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND
AND PAYABLE DATE 19 APR 2005
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN/FRANKFURT,
AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
FY 2005
7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting *Management Position Unknown
SHAREHOLDERS COMMITTEE
8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD
9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting *Management Position Unknown
AND PREFERRED SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES
ON OR BEFORE 17 OCT 2006; AND TO USE THE SHARES
WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE
PLAN, AND IN CONNECTION WITH THE MERGERS AND
ACQUISITIONS, 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,
AND TO RETIRE THE SHARES
10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD AND THE SHAREHOLDERS COMMITTEE
AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCIATION, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 50,000, THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THESE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER
OF THE SHAREHOLDERS COMMITTEE SHALL RECEIVE
A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-RELATED
REMUNERATION OF UP TO EUR 50,000, THE CHAIRMAN
SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN AND
ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS
OF ONE OR MORE COMMITTEES AS PER SECTION 32 OF
THE ARTICLES OF ASSOCIATION SHALL RECEIVE AN
ADDITIONAL REMUNERATION EQUAL TO THE TOTAL ANNUAL
REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS
COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL
RECEIVE TWICE THIS AMOUNT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN. THANK YOU.
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/19/2005
ISSUER: R91733114 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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1. OPENING OF MEETING BY THE CHAIRMAN OF THE BOARD Management For *Management Position Unknown
AND ANNOUNCEMENT OF LIST SHAREHOLDERS/PROXIES
PRESENT AT MEETING
2. ELECT TWO SHAREHOLDERS TO CO-SIGN THE MEETING Management For *Management Position Unknown
S PROTOCOL
3. APPROVE THE NOTICE AND THE AGENDA Management For *Management Position Unknown
4. APPROVE THE REPORT BY MANAGEMENT ON THE STATUS Management For *Management Position Unknown
OF THE COMPANY
5. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management For *Management Position Unknown
THE GROUP INCLUDING DIVIDEND PROPOSAL
6. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO DETERMINE THE REMUNERATION FOR THE Management For *Management Position Unknown
BOARD OF DIRECTORS, BOARD COMMITTEES AND THE
AUDITOR
8. ELECT THE BOARD OF DIRECTORS AND THE COMMITTEE Management For *Management Position Unknown
9. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL
U.S. BANCORP USB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 902973 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOEL W. JOHNSON Management Withheld Against
DAVID B. O'MALEY Management For For
O'DELL M. OWENS MD, MPH Management For For
CRAIG D. SCHNUCK Management Withheld Against
WARREN R. STALEY Management For For
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
03 AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE Management For For
SUPERMAJORITY VOTING.
04 SHAREHOLDER PROPOSAL: PERFORMANCE VESTING SHARES. Shareholder Against For
05 SHAREHOLDER PROPOSAL: PROHIBITION ON TAX AND Shareholder Against For
NON-AUDIT WORK BY INDEPENDENT AUDITORS.
VNU NV, HAARLEM AGM MEETING DATE: 04/19/2005
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 12 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3.A APPROVE THE ESTABLISHMENT OF ANNUAL ACCOUNTS Management For *Management Position Unknown
2004
3.B GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD FOR MANAGEMENT CONDUCTED IN 2004
3.C GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR SUPERVISION EXERCISED
3.D APPROVE THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
IN THE ENGLISH LANGUAGE AS FROM 2005
4.A APPROVE THE EXPLANATION DIVIDEND AND THE RESERVATION Management For *Management Position Unknown
POLICY
4.B APPROVE THE DIVIDEND PROPOSAL Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGEMENT TO PURCHASE Management For *Management Position Unknown
THE COMPANY S OWN SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES B
6.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY Management For *Management Position Unknown
SHARES ON 7% PREFERENCE SHARES
6.C AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES A
6.D AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management For *Management Position Unknown
OR EXCLUDE THE PRE-EMPTIVE RIGHT
7. RE-APPOINT AN EXTERNAL AUDITOR Management For *Management Position Unknown
8. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF MANAGEMENT
9. APPOINT MR. A. VAN ROSSUM AS THE MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AS FROM 19 APR 2005
10. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
11. ANNOUNCEMENTS AND QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
WACHOVIA CORPORATION WB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN D. BAKER, II* Management For For
PETER C. BROWNING* Management For For
DONALD M. JAMES* Management For For
VAN L. RICHEY* Management For For
G. KENNEDY THOMPSON* Management For For
JOHN C. WHITAKER, JR.* Management For For
WALLACE D. MALONE, JR** Management For For
ROBERT J. BROWN*** Management For For
02 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.
AXA, PARIS OGM MEETING DATE: 04/20/2005
ISSUER: F06106102 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR CLOSED ON 31 DEC 2004, IN
THE FORM PRESENTED TO THE MEETING
O.3 APPROVE THE PROFITS FOR THE FY: EUR 518,959,933.00; Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 2,487,060,253.00
I. E. AN AVAILABLE AMOUNT FOR THE ALLOCATION
OF THE INCOME WHICH REACHES THE SUM OF EUR 3,006,020,186.00;
APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL
SO OBTAINED AS FOLLOWS: LEGAL RESERVE: EUR 25,947,997.00;
GLOBAL DIVIDEND: EUR 1,164,150,944.00; CARRY
FORWARD ACCOUNT: EUR 1,815,921,245.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER SHARE
WITH A CUT OF EUR 0.305; THIS DIVIDEND WILL BE
PAID ON 28 APR 2005
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L. 225-86 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ANTHONY Management For *Management Position Unknown
HAMILTON AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management For *Management Position Unknown
LACHMANN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
PEBEREAU AS A MEMBER OF THESUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.10 RATIFY THE APPOINTMENT OF MR. LEO APOTHEKER Management For *Management Position Unknown
IN REPLACEMENT OF MR. ALFRED VONOPPENHEIM AS
A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE IN 2007 UPON THE
ANNUAL FINANCIAL STATEMENTS FOR LAST FISCAL YEAR
O.11 APPOINT MR. JACQUES DE CHATEAUVIEUX IN REPLACEMENT Management For *Management Position Unknown
OF MR. JACQUES CALVET ASA MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MRS. DOMINIQUE REINICHE AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,000,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 11 GIVEN BY THE GENERAL
MEETING OF 21 APR 2004, TO TRADE IN THE COMPANY
S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; APPROVE THAT IN CASE OF A
BID UPON THE COMPANY S EQUITY SHARES SETTLED
FULLY IN CASH, THE COMPANY CAN CONTINUE THE PROCEEDING
OF ITS STOCK REPURCHASE PROGRAMME; THE GENERAL
MEETING DELEGATES ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 14 GIVEN BY THE GENERAL
MEETING OF 30 APR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS
SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
COMPANY S CAPITAL THROUGH THE ISSUE OF COMMON
SHARES OR SECURITIES THAT ENTITLE THE BEARER
TO COMMON SHARES OF THE COMPANY OR ONE OF ITS
SUBSIDIARIES, WITH PREFERENTIAL SUBSCRIPTION
RIGHTS MAINTAINED
E.17 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE CAPITAL Management For *Management Position Unknown
THROUGH THE ISSUE OF COMMON SHARES OR SECURITIES
THAT ENTITLE THE BEARER TO SHARE CAPITAL OF THE
COMPANY OR ONE OF ITS SUBSIDIARIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED
E.18 AUTHORIZE THE MANAGEMENT BOARD, IN THE EVENT Management For *Management Position Unknown
THAT SHARES OR SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHTS WAIVED ARE ISSUED UNDER THE TERMS OF THE
SEVENTEENTH RESOLUTION, TO SET THE ISSUE PRICE
UNDER THE CONDITIONS DEFINED BY THE SHAREHOLDERS
AND UP TO A MAXIMUM OF 10% OF THE EQUITY CAPITAL
E.26 GRANT AUTHORITY TO GRANT STOCK PURCHASE AND/OR Management For *Management Position Unknown
STOCK SUBSCRIPTION OPTIONS
E.19 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
AMOUNT OF THE INITIAL ISSUE, IN THE EVENT THAT
SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER
THE TERMS SET FORTH IN THE SIXTEENTH TO THE EIGHTEENTH
RESOLUTIONS
E.20 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES, IN THE EVENT THAT A PUBLIC EXCHANGE
OFFER IS INITIATED BY THE COMPANY
E.21 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
CAPITAL OF THE COMPANY THROUGHTHE ISSUE OF COMMON
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN
KIND UP TO A MAXIMUM OF 10% OF SHARE CAPITAL
E.22 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES IN CONNECTION WITH THE ISSUE OF SECURITIES,
BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM
TO THE COMPANY S COMMON SHARES
E.23 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SECURITIES Management For *Management Position Unknown
ENTITLING THEIR BEARERS TOAN ALLOTMENT OF DEBT
INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE
OF THE COMPANY S CAPITAL
E.24 AUTHORIZE THE MANAGEMENT BOARD TO RESOLVE TO Management For *Management Position Unknown
ISSUE SECURITIES SECURING IMMEDIATE OR DEFERRED
ACCESS TO THE COMPANY S SHARE CAPITAL, RESERVED
FOR EMPLOYEES ENROLLED IN THE EMPLOYER SPONSORED
COMPANY SAVINGS PLAN
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
E.25 AUTHORIZE THE MANAGEMENT BOARD TO FREELY ALLOT Management For *Management Position Unknown
SHARES TO EMPLOYEES OF THE COMPANY
E.27 AUTHORIZE THE MANAGEMENT BOARD TO REDUCE CAPITAL Management For *Management Position Unknown
THROUGH THE CANCELLATION OF SHARES
E.28 AMEND THE BY-LAWS TO REFLECT CHANGES IN THE THRESHOLD Management Against *Management Position Unknown
FOR OWNERSHIP OF VOTINGRIGHTS WITH RESPECT TO
REGULATED AGREEMENTS
E.29 AMEND THE ARTICLE 12 OF THE BYLAWS, TO STIPULATE Management For *Management Position Unknown
THAT THE CONSENT OF THE SUPERVISORY BOARD IS
REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK
OPTION PLAN OF ANY KIND AND II) THE GRANTING
OF FREE ALLOTMENTS OF SHARES
E.30 GRANT AUTHORITY TO COMPLY WITH ALL FORMAL REQUIREMENTS Management For *Management Position Unknown
IN CONNECTION WITH THIS MEETING
* 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.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING
O.6 APPROVE THE RESIGNATION OF MR. THIERRY BRETON Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
O.4 APPROVE THAT, DUE TO THE EXCEPTIONAL TAX OF 2.5% Management For *Management Position Unknown
ON THE SUMS APPEARING IN THESPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE LIMIT
OF EUR 200,000,000.00, THAT AN AMOUNT OF EUR
200,000,000.00 CHARGED TO THE SPECIAL RESERVE
ON LONG- TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED
TO THE ORDINARY RESERVE ACCOUNT; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES ACCOMPLISH ALL NECESSARY FORMALITIES
BANCO BPI SA, PORTO AGM MEETING DATE: 04/20/2005
ISSUER: X04608109 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2004 REPORT AND RESULTS AND THE 2004 Management For *Management Position Unknown
CONSOLIDATED REPORT AND RESULTS
2. APPROVE THE PROFIT S APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
4. ELECT THE MEMBERS OF THE CORPORATE BOARDS FOR Management For *Management Position Unknown
THE NEXT 3 YEARS
5. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
* PLEASE NOTE THAT 1000 MINIMUM SHARES HAVE 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
CARREFOUR SA MIX MEETING DATE: 04/20/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 11 APR 2005 HAS BEEN POSTPONED TO 20 APR 2005.
PLEASE ALSO NOTE THE 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.
* 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221840 DUE TO THE CHANGE IN MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
PLEASE ALSO NOTE THE NEW CUT-OFF DATE. THANK
YOU.
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
E.22 APPROVE THE POWERS FOR FORMALITIES Management For *Management Position Unknown
IMPRESA SOCIEDADE GESTORA DE PARTICIPACOES SOCIAS SA AGM MEETING DATE:
04/20/2005
ISSUER: X3570M117 ISIN: PTIPR0AM0000 BLOCKING
SEDOL: 4569950, 5979406
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE, UNDER ARTILCE 376, N.1 AND ARTICLE 508-A Management For *Management Position Unknown
OF THE COMPANY S CODE, THE ANNUAL REPORT, THE
AUDITORS REPORT, THE CONSOLIDATED ANNUAL REPORT
AND ALSO THE CONSOLIDATED AUDITOR S REPORT FOR
2004
2. APPROVE THE PROFITS APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANYS Management For *Management Position Unknown
MANAGEMENT AND AUDITING
4. RATIFY THE DIRECTOR CO-OPTATION Management For *Management Position Unknown
5. ELECT THE ALTERNATE SUPERVISOR Management For *Management Position Unknown
* PLEASE NOTE THAT EVERY 100 SHARES IS EQUAL TO Non-Voting *Management Position Unknown
1 VOTE. THANK YOU.
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/21/2005
ISSUER: 001084 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HERMAN CAIN Management For For
WOLFGANG DEML Management For For
DAVID E. MOMOT Management For For
MARTIN RICHENHAGEN Management For For
TEXAS INSTRUMENTS INCORPORATED TXN ANNUAL MEETING DATE: 04/21/2005
ISSUER: 882508 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J.R. ADAMS Management For For
D.L. BOREN Management For For
D.A. CARP Management For For
C.S. COX Management For For
T.J. ENGIBOUS Management For For
G.W. FRONTERHOUSE Management For For
D.R. GOODE Management For For
P.H. PATSLEY Management For For
W.R. SANDERS Management For For
R.J. SIMMONS Management For For
R.K. TEMPLETON Management For For
C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Management For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Management For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
GROUPE DANONE MIX MEETING DATE: 04/22/2005
ISSUER: F12033134 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437, B018SX1, B01HK10, B01HKG5
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 12 APR 2005 HAS BEEN POSTPONED AND WILL BE
HELD ON SECOND CALL ON 22 APR 2005. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* 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.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BRUNO Management For *Management Position Unknown
BONNELL AS DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 RATIFY THE CO-OPTATION OF MR. HIROKATSU HIRANO Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
22 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE FY, ENDING ON 31 DEC 2004
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
DAVID-WEILL AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MR. BERNARD HOURS AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 RATIFY THE CO-OPTATION OF MR. JEAN LAURENT, AS Management For *Management Position Unknown
A DIRECTOR UNTIL THE OGM CALLED TO DELIBERATE
ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE
PRICE: EUR 60.00; MAXIMUM NUMBER OF SHARES TO
BE TRADED: 18,000,000; AUTHORITY IS GIVEN FOR
A PERIOD OF 18 MONTHS ; APPROVE TO CANCEL AND
REPLACE THE DELEGATION SET FORTH IN RESOLUTION
12 AND GIVEN BY THE COMBINED GENERAL MEETING
OF 15 APR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.13 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 12 AND GIVEN
BY THE COMBINED GENERAL MEETING OF 11 APR 2003,
TO ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS
OR SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 2,000,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 5 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 13 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 45,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, PREFERENTIAL RIGHT OF SUBSCRIPTION
MAINTAINED AND THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED NOT EXCEEDING EUR 2,000,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 33,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, WITHOUT THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED
PROVIDED THAT THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS, FOR THE ISSUES Management For *Management Position Unknown
REFERRED TO IN RESOLUTIONS 14 AND 15, TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
O.3 APPROVE THAT THE PROFITS FOR THE FY AMOUNT TO Management For *Management Position Unknown
EUR 422,978,494.25 AND THE PRIOR RETAINED EARNINGS
AMOUNT TO EUR 1,268,339,828.36, AND TO APPROPRIATE
THE DISPOSABLE PROFITS OF EUR 1,696,305,822.61
AS FOLLOWS: GLOBAL DIVIDEND: EUR 361,928,952.00;
CARRY FORWARD ACCOUNT: EUR 1,334,376,870.61;
AN AMOUNT OF EUR 200,000,000.00 CHARGED TO THE
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS WILL
BE TRANSFERRED TO THE ORDINARY RESERVES ACCOUNT;
AN AMOUNT OF EUR 4,987,500.00 CHARGED TO THE
ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO
THE CARRY FORWARD ACCOUNT FOLLOWING THIS APPROPRIATION;
THE CARRY FORWARD ACCOUNT WILL AMOUNT TO EUR
1,339,634,370.61; THE SHAREHOLDERS TO RECEIVE
A NET DIVIDEND OF EUR 1.35 PER SHARE AND THIS
DIVIDEND WILL BE PAID ON 17 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE
O.17 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL AS A REMUNERATION OF SHARES TENDERED
TO ANY PUBLIC EXCHANGE OFFER MADE BY THE COMPANY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.18 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE THE Management For *Management Position Unknown
COMPANY S SHARES AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE
CONTRIBUTIONS IN KIND, PROVIDED THAT IT DOES
NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.19 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE ONE Management For *Management Position Unknown
OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, SECURITIES
GIVING RIGHTS TO THE ALLOCATION OF THE DEBT SECURITIES
SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED
TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED
THAT THE NOMINAL VALUE OF DEBT SECURITIES TO
BE ISSUED SHALL NOT EXCEED EUR 2,0000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00
BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME
OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CAPITALIZABLE
ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE AND
ALLOCATION OF FREE SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES OR BY SIMULTANEOUSLY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 15 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004 , TO INCREASE
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY
SAVINGS PLAN PROVIDED THAT THE AMOUNT SHALL NOT
EXCEED 2,000,000.00; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, EMPLOYEES Management For *Management Position Unknown
AND OFFICERS, REPLACING THE DELEGATION SET FORTH
IN RESOLUTION 15 AND GIVEN BY THE GENERAL MEETING
OF 15 APR 2004, TO PURCHASE COMPANY S EXISTING
SHARES, PROVIDED THAT THE TOTAL NUMBER OF SHARES
NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ONE OR MORE Management For *Management Position Unknown
TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES,
EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES,
PROVIDED THAT THE TOTAL NUMBER OF SHARES NOT
TO EXCEED 0.40% OF THE COMPANY S SHARE CAPITAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.24 AUTHORIZE THE BOARD OF DIRECTORS IN SUBSTITUTION Management For *Management Position Unknown
TO THE EARLIER AUTHORIZATIONS, TO REDUCE THE
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD
OF 24 MONTHS
O.25 GRANT ALL POWERS TO THE BEARER OF THE A COPY Management For *Management Position Unknown
OF AN EXTRACT OF THE MINUTES OF THIS MEETING
IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
GRUPO MEDIA CAPITAL SGPS, S.A., LISBOA AGM MEETING DATE: 04/22/2005
ISSUER: X3243Y100 ISIN: PTGMC0AM0003 BLOCKING
SEDOL: B00FT74, B05PQD4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ELECT THE CHAIRMAN OF THE GENERAL MEETING Management For *Management Position Unknown
2. RATIFY THE NOMINATION BY COOPTATION OF A MEMBER Management For *Management Position Unknown
OF THE BOARD OF DIRECTORS
3. RATIFY THE ELECTION OF THE SOLE AUDITOR AND THE Management For *Management Position Unknown
SUPPLY AUDITOR
4. APPROVE THE SALARY COMITION COMPOSITION Management For *Management Position Unknown
5. APPROVE THE 2004 ANNUAL REPORT AND THE AUDITOR Management For *Management Position Unknown
S REPORT
6. APPROVE THE APPROPRIATION OF THE PROFITS Management For *Management Position Unknown
7. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND THE AUDITING
8. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
9. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
10. AMEND THE ARTICLES 2, 4, 18 OF THE COMPANY BY-LAWS Management For *Management Position Unknown
* PLEASE NOTE THAT FOR 1000 SHARES THERE IS 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
SM PRIME HOLDINGS INC AGM MEETING DATE: 04/25/2005
ISSUER: Y8076N112 ISIN: PHY8076N1120
SEDOL: 6818843
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
THE STOCKHOLDERS HELD ON 22 APR 2004
4. RECEIVE THE PRESIDENT S REPORT Management For *Management Position Unknown
5. RATIFY THE ACTS OF THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT FROM THE DATE OF THE LAST ANNUAL
STOCKHOLDERS MEETING UP TO THE DATE OF THIS
MEETING
6. ELECT THE DIRECTORS FOR 2005 TO 2006 Management For *Management Position Unknown
7. APPOINT THE EXTERNAL AUDITORS Management For *Management Position Unknown
8. OTHER MATTERS Other For *Management Position Unknown
9. ADJOURNMENT Management For *Management Position Unknown
DEUTSCHE TELEKOM AG, BONN AGM MEETING DATE: 04/26/2005
ISSUER: D2035M136 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616, B01DGB0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
5. RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT Management For *Management Position Unknown
AUDITOR AND THE GROUP AUDITOR FOR THE 2005 FINANCIAL
YEAR. THE SUPERVISORY BOARD PROPOSES THAT PWC
DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGE
SETLSCHAFT, FRANKFURT AM MAIN, AND ERNST & YOUNG
DEUTSCHE AG WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
STUTT GART, BE JOINTLY APPOINTED AS THE INDEPENDENT
AUDITOR AND GROUP AUDITOR FOR THE 2005 FINANCIAT
YEAR, SUB JECT TO THE PROVISO THAT EACH AUDITOR
IS ABLE TO CON DUCT THE AUDIT ALONE IF THE OTHER
AUDITOR SHOULD DROP OUT FOR A REASON FOR WHICH
THE COMPANY IS NOT RESPONSIBLE.
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN
2. RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For *Management Position Unknown
THE BOARD OF MANAGEMENT AND SUPERVISORY BOARD
PROPOSE THAT THE NET INCOME TOTALING EUR 2,881,090,240,54
BE USED AS FOLLOWS: PAYMENT OF A DIVIDEND OF
EUR 0,62 FOR EACH INDIVIDUAL DIVIDEND-BEARING
NO PAR VALUE SHARE AND CARRYING FORWARD OF THE
REMAINING BALANCE TO THE NEW ACCOUNT. BASED ON
THIS PROPOSED DIVIDEND, A DIVIDEND TOTAL RESULTING
FROM THE DIVIDEND-BEARING CAPITAL STOCK OF 1
0,675,798,676,48 ON THE DAY OF PUBLISHING THE
ANNUAL FINANCIAL STATEMENTS (ON FEBRUARY 22,
2005), DIVIDED UP INTO 4,1 70,233,858 INDIVIDUAL
NO PAR VALUE SHARES, IS 2,585,544,991,96, AND
THE RETAI NED PROFIT BROUGHT FORWARD IS 295,545,248,58.
THE FINAL AMOUNTS DEPEND ON THE NUMBER OF SHARES
CARRYING DIVIDEND RIGHTS ISSUED WHEN THE VOTE
ON THE RESOLUTION ON THE APPROPRIATION OF NET
INCOME WAS TAKEN. IF THE NUMBER OF SHARES CARRYING
DIVIDEND RIGHTS DECREASES, THE AMOUNT TO BE CARRIED
FORWARD TO THE NEW ACCOUNT INCREASES ACCORDINGLY.
IF THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS
INCREASES, THE AMOUNT TO BE CARRIED FORWARD TO
THE NEW ACCOUNT DECREASES ACCORDINGLY. THE DIVIDEND
IS PAYABLE ON APRIL 28, 2005.
3. RESOLUTION REGARDING APPROVAL OF THE BOARD OF Management For *Management Position Unknown
MANAGEMENTS ACTIONS FOR THE 2004 FINANCIAL YEAR.
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE BOARD OF MANAGEMENTS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
8. ELECTION OF DR. WOLFGANG REITZLE AS MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD.
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Management For *Management Position Unknown
STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS
APPROVED BY THE SUPERVISORY BOARD AS OF DECEMBER
31, 2004, THE COMBINED MANAGEMENT REPORT FOR
DEUTSCHE TELEKOM AG AND THE GROUP AND THE SUPERVISORY
BOARD S REPORT ON THE 2004 FINANCIAL YEAR.
ILABLE FOR INSPECTION
IN THE BUSINESS OFFICES OF DEUTSCHE TELEKOM AG
AT THE COMPANY S REGISTERED OFFICE, FRIEDRICH-EBERT-ALLEE
140, 53113 BONN, GERMANY, AND ON THE INTERNET
AT HTTP://WWW.TELEKOM.DE THEY WILL ALSO
BE AVAILABLE FOR INSPECTION DURING THE SHAREHOLDERS
MEETING.
4. RESOLUTION REGARDING APPROVAL OF THE SUPERVISORY Management For *Management Position Unknown
BOARDS ACTIONS FOR THE 2004 FINANCIAL YEAR. THE
BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE SUPERVISORY BOARDS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
6. RESOLUTION AUTHORIZING THE COMPANY TO PURCHASE Management For *Management Position Unknown
AND USE ITS OWN SHARES INCLUDING USE FOR EXCLUSION
OF SUBSCRIPTION RIGHTS. THE BOARD OF MANAGEMENT
AND THE SUPERVISORY BOARD PROPOSE THE ADOPTION
OF THE FOLLOWING RESOLUTION: THE BOARD OF MANAGEMENT
IS AUTHORIZED TO PURCHASE A TOTAL OF 419,786,533
SHARES IN THE COM PANY BY OCTOBER 25, 2006, WHICH
IS SLIGHTLY LESS THAN 10% OF THE CAPITAL STOCK,
SUBJECT TO THE PROVI SO THAT THE SHARES TO BE
PURCHASED ON THE BASIS OF THIS AUTHORIZATION
IN CONJUNCTION WITH THE OTHER SHARES OF THE COMPANY
WHICH THE COMPANY HAS ALREADY PURCHASED AND STILL
POSSESSES OR ARE TO BE ASSIGNED TO IT UNDER 71
D AND 71 E AKTG DO NOT AT ANY TIME ACCOUNT FOR
MORE THAN 10% OF THE COMPANYS CAPITAL STOCK.
THIS AUTHORIZATION MAY BE EXERCISED AS A WHOLE
OR IN PORTIONS. THE PUR CHASE CAN BE CARRIED
OUT IN PARTIAL TRANCHES SPREAD OVER VARIOUS PURCHASE
DATES WITHIN THE AUTHORIZATION PERIOD UNTIL THE
MAXIMUM PURCHASE VOLUME IS REACHED. THE SHARES
MAY ALSO BE PURCHASED BY DEPENDENT GROUP COMPANIES
OF DEUTSCHE TETEKOM AG AS DEFINED IN 17 AKTG
(GERMAN STOCK CORPORATION ACT) OR THIRD PARTIES
FOR THE ACCOUNT OF DEUTSCHE TETEKOM AG OR FOR
THE ACCOUNT OF THE DEPENDENT GROUP COMPANIES
OF DEUTSCHE TELEKOM AG PURSUANT TO 17 AKTG.
7. ELECTION OF STATE SECRETARY VOLKER HALSCH AS Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD. BY ORDER OF
BONN LOCAL COURT OF SEPTEMBER 24, 2004, STATE
SECRETARY MR. VOLKER HALSCH HAS BEEN APPOINTED
A MEMBER OF THE COMPANYS SUPERVISORY BOARD WITH
EFFECT FROM OCTOBER F, 2004, IN LIEU OF DR. MANFRED
OVERHAUS, WHO RESIGNED FROM OFFICE WITH EFFECT
FROM SEPTEMBER 30, 2004, HE IS NOW TO BE ELECTED
AS A MEMBER OF THE SUPERVISORY BOARD BY THE SHARE
HOLDERS MEETING.
9. RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE Management For *Management Position Unknown
BONDS AND/OR BONDS WITH WAR RANTS (WHICH CAN
ALSO EACH HAVE DIVIDEND-RELATED INTEREST LIKE
A PARTICIPATING BOND) UNDER THE REVO CATION OF
THE EXISTING AUTHORIZATION AND CREATION OF ADDITIONAL
CONTINGENT CAPITAL AND AMENDMENT TO THE ARTICLES
OF INCORPORATION AS WELL AS THE OP TION OF EXCLUDING
THE SUBSCRIPTION RIGHT. THE BOARD OF MANAGEMENT
AND THE SUPEN BOARD PROPOSE THE ADOPTION OF THE
FOLLOWING RESOLUTION: A) AUTHORIZATION TO ISSUE
CONVERTIBLE BONDS AND/OR BONDS WITH WARRANTS
ARID TO EXCLUDE THE SUBSCRIPTION RIGHT (1) AUTHORIZATION
PERIOD, PAR VALUE, NUMBER OF SHARES, TERM, INTEREST
THE BOARD OF MANAGEMENT IS AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO ISSUE ON
ONE OR MORE OCCASIONS BY APRIL 25,2010, BEARER
AND/OR REGISTERED CONVERTIBLE BONDS AND/OR BONDS
WITH WARRANTS (HEREINAFTER ALSO REFERRED TO AS
BONDS HAVING A TOTAL PAR VALUE OF UP TO 5,000,000,000
WITH A TERM OF UP TO 30 (THIRTY) YEARS AND TO
GRANT TO THE HOLDERS OR CREDITORS OF BONDS CONVERSION
OR OPTION RIGHTS FOR SHARES OF DEUTSCHE TELEKOM
AG REPRESENTING A PROPORTION OF THE CAPITAL STOCK
NOT TO EXCEED 600,000,000, AS MORE CLOSELY DEFINED
IN THE TERMS AND CONDI TIONS FOR THE BONDS. THE
BONDS CAN ALSO HAVE VARI ABLE INTEREST, WHEREBY
THE INTEREST, AS IN A PARTICI PATING BOND CAN
DEPEND PARTIALLY OR COMPLETELY ON THE AMOUNT
OF THE COMPANYS DIVIDEND.
10. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH MAGYARCOM HOLDING GMBH.
11. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEFLEETSERVICES
12. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DFMG HOLDING GMBH.
13. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETE IMMOBILIEN, DEUTSCHE TELEKOM
LMMOBILIEN UND SERVICE GMBH
14. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DELEASSEKURANZ - DEUTSCHE TELEKOM
ASSEKURANZ-VERMITTLUNGS GESEILSCHAFT MBH.
15. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-PUNKT VERTRIEBS GESELLSCHAFT
MBH.
16. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DEUTSCHE TELEKOM TRAINING GMBH.
17. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-SYSTEMS INTERNATIONAL GMBH.
18. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEMEDIEN, DEUTSCHE TELEKOM MED
IEN GMBH.
19. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH CARMEN TELEKOM MUNIKATIONSDIENSTE
GMBH
20. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH NORMA TELEKOM MUNIKATIONSDIENSTE
GMBH.
21. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH TRAVIATA TELEKOMMUNIKATIONSDIENSTE
GMBH.
22. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT Management For *Management Position Unknown
AND LOSS TRANSFER AGREEMENT WITH MAGYARCOM HOLDING
GMBH.
23. AMENDMENT OF THE ARTICLES OF INCORPORATION IN Management For *Management Position Unknown
LINE WITH THE DRAFT BILL FOR THE LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE
(UMAG UNTERNEHMENSINTEGRITT UND MODERNISIERUNG
DES ANFECHTUNGSRECHTS). ON NOVEMBER 17, 2004.
THE GERMAN GOVERNMENT BROUGHT FORWARD THE DRAFT
BILL FOR THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE (UMAG.) UMAG SERVES,
AMONG OTHER THINGS, TO SUPPLEMENT 131(2) OF THE
AKTG, ACCORDING TO WHICH THE CHAIR OF THE MEETING
CAN BE AUTHORIZED IN THE ARTICLES OF INCORPORATION
TO PUT A TIME LIMIT ON THE SHAREHOLDERS RIGHT
TO SPEAK AND ASK QUESTIONS. UMAG IS LIKELY TO
COME INTO FORCE AFTER THE EXPLANA TORY MEMORANDUM
BY THE GOVERNMENT ON NOVEMBER 1, 2005. THE ARTICLES
OF INCORPORATION OF DEUTSCHE TELEKOM AG SHALL
BE AMENDED IN LINE WITH THE FUTURE LEGAL PROVISIONS
ON A TIMELY BASIS PRIOR TO THE NEXT SHAREHOLDERS
MEETING. THE BOARD OF MANAGEMENT AND SUPERVISORY
BOARD THEREFORE RECOMMEND THE ADOPTION OF THE
FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION:
1 7 (2) OF THE ARTICLES OF INCORPORATION PRESENTLY
READS AS FOLLOWS: THE CHAIRMAN SHALL RUN THE
MEETING. HE SHALL DETER MINE THE ORDER OF DISCUSSION
OF AGENDA ITEMS AS WELL AS THE MANNER AND ORDER
OF VOTING. A THIRD SENTENCE WILL BE ADDED TO
17(2) OF THE ARTICLES OF INCORPORATION AS FOLLOWS:
HE MAY SET AN APPROPRIATE TIME LIMIT FOR SHARE
HOLDERS RIGHT TO SPEAK AND ASK QUESTIONS; HE
CAN, IN PARTICULAR, APPROPRIATELY DETERMINE THE
LENGTH OF THE SHAREHOLDERS MEETING AND THE TIME
ALLOTTED FOR DIS CUSSING ITEMS ON THE AGENDA
OR FOR ANY INDIVIDUAL QUESTIONS OR COMMENTS.THE
BOARD OF MANAGEMENT SHALL BE INSTRUCTED NOT TO
ENTER THE AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR REGISTRATION AT THE COMMERCIAL REGISTER UNTIL
THE PROVISIONS DESCRIBED ABOVE REGARDING THE
RESTRICTION OF THE RIGHT TO SPEAK AND ASK QUESTIONS
ENTER INTO FORCE IN A VERVION THAT, APART FROM
ANY SLIGHT EDITORIAL CHANGES, SUBSTANTIALLY COMPLIES
WITH THE BUNDESRATS 03/05 OFFICIAL DOCUMENT IN
TERMS OF CONTENT.
* 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM AND UNLESS THE MEETING IS CONCLUDED,
THERE WILL BE A SECOND CALL ON 27 APR 2005. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK
YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 19 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
1. OPENING AND ANNOUNCEMENTS Management *Management Position Unknown
2.A RECEIVE THE REPORT OF BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD FOR 2004
2.b APPROVE THE PROFIT RETENTION AND DISTRIBUTION Management *Management Position Unknown
POLICY
3.a APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management *Management Position Unknown
3.b APPROVE THE DIVIDEND FOR 2004 Management *Management Position Unknown
4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management *Management Position Unknown
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE CORPORATE GOVERNANCE Management *Management Position Unknown
6.a RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.b RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.c APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.d APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
7. APPROVE THE MAXIMUM NUMBER OF STOCK OPTIONS AND Management *Management Position Unknown
PERFORMANCE SHARES TO BE GRANTED TO THE MEMBERS
OF THE BOARD OF MANAGEMENT
8.a GRANT AUTHORITY TO ISSUE THE ORDINARY SHARES Management *Management Position Unknown
8.b GRANT AUTHORITY TO ISSUE PREFERENCE B SHARES Management *Management Position Unknown
9. GRANT AUTHORITY TO ACQUIRE CERTIFICATES OF Management *Management Position Unknown
SHARES IN ITS OWN CAPITAL
10. ANY OTHER BUSINESS AND CLOSURE Other *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
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
208716 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. OPENING REMARKS AND ANNOUNCEMENTS Non-Voting *Management Position Unknown
2.B PROFIT RETENTION AND DISTRIBUTION POLICY Non-Voting *Management Position Unknown
3.B FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 PER (DEPOSITARY Management For *Management Position Unknown
RECEIPT FOR AN) ORDINARY SHARE WILL BE PROPOSED
TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR
0.49 MADE PAYABLE IN SEPTEMBER 2004, THE FINAL
DIVIDEND WILL AMOUNT TO EUR 0.58 PER (DEPOSITARY
RECEIPT FOR AN) ORDINARY SHARE. REFERENCE IS
ALSO MADE TO PAGE 143 OF THE ANNUAL REPORT 2004
4.A DISCHARGE OF THE EXECUTIVE BOARD IN RESPECT OF Management For *Management Position Unknown
THE DUTIES PERFORMED DURING THE YEAR 2004
4.B DISCHARGE OF THE SUPERVISORY BOARD IN RESPECT Management For *Management Position Unknown
OF THE DUTIES PERFORMED DURING THE YEAR 2004
5.A WITH A VIEW TO THE DUTCH CORPORATE GOVERNANCE Management For *Management Position Unknown
CODE, THE GENERAL MEETING OF SHAREHOLDERS IS
INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION
OF THE CODE BY THE COMPANY AS DESCRIBED IN THE
DOCUMENT THE DUTCH CORPORATE GOVERNANCE CODE
- ING S IMPLEMENTATION OF THE TABAKSBLAT CODE
FOR GOOD CORPORATE GOVERNANCE
5.B WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE EXECUTIVE BOARD, AS IT WAS DRAWN UP BY
THE SUPERVISORY BOARD
5.C WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE SUPERVISORY BOARD, AS IT WAS DRAWN UP
BY THE SUPERVISORY BOARD. IN COMPARISON WITH
THE PRESENT PROFILE OF THE SUPERVISORY BOARD,
THE CHANGES INVOLVE ONLY REPHRASINGS AND NO MATERIAL
CHANGES
6.A REAPPOINTMENT OF LUELLA GROSS GOLDBERG Management For *Management Position Unknown
6.B REAPPOINTMENT OF GODFRIED VAN DER LUGT Management For *Management Position Unknown
6.C APPOINTMENT OF JAN HOMMEN Management For *Management Position Unknown
6.D APPOINTMENT OF CHRISTINE LAGARDE Management For *Management Position Unknown
7. IT IS PROPOSED TO APPROVE THAT THE MAXIMUM NUMBER Management For *Management Position Unknown
OF STOCK OPTIONS AND PERFORMANCE SHARES TO BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD
FOR 2004 WILL BE 374,700 STOCK OPTIONSAND 136,200
PERFORMANCE SHARES
8.A IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
ORDINARY SHARES, TO GRANT THE RIGHT TO TAKE UP
SHARES AND TO RESTRICT OR EXCLUDE PREFERENTIAL
RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES
TO THE PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT
TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS):
(I) FOR A TOTAL OF 220,000,000 ORDINARY SHARES,
PLUS (II) FOR A TOTAL OF 220,000,000 ORDINARY
SHARES, ONLY IF THESE SHARES ARE ISSUED IN CONNECTION
WITH THE TAKE-OVER OF A BUSINESS OR COMPANY
8.B IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
PREFERENCE B SHARES AND TO GRANT THE RIGHT TO
TAKE UP SHARES WITH OR WITHOUT PREFERENTIAL RIGHTS
OF SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE
PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT TO
EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS)
FOR 10,000,000 PREFERENCE B SHARES WITH A NOMINAL
VALUE OF EUR 0.24 EACH, PROVIDED THESE ARE ISSUED
FOR A PRICE PER SHARE THAT IS NOT BELOW THE HIGHEST
PRICE PER DEPOSITARY RECEIPT FOR AN ORDINARY
SHARE, LISTED ON THE EURONEXT AMSTERDAM STOCK
EXCHANGE, ON THE DATE PRECEDING THE DATE ON WHICH
THE ISSUE OF PREFERENCE B SHARES OF THE RELEVANT
SERIES IS ANNOUNCED THIS AUTHORISATION WILL ONLY
BE USED IF AND WHEN ING GROEP N.V. IS OBLIGED
TO CONVERT THE ING PERPETUALS III INTO SHARES
PURSUANT TO THE CONDITIONS OF THE ING PERPETUALS
III
9. IT IS PROPOSED THAT THE EXECUTIVE BOARD BE AUTHORISED Management For *Management Position Unknown
FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26 APRIL
2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY OR DEPOSITARY
RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED
BY THE LAW AND BY THE ARTICLES OF ASSOCIATION
AT A PRICE WHICH IS NOT LOWER THAN THE NOMINAL
VALUE OF THE SHARES AND NOT HIGHER THAN THE HIGHEST
PRICE AT WHICH THE DEPOSITARY RECEIPTS FOR THE
COMPANY S SHARES OF THE SAME TYPE ARE TRADED
ON THE EURONEXT AMSTERDAM STOCK MARKET ON THE
DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED
10. ANY OTHER BUSINESS AND CONCLUSION Non-Voting *Management Position Unknown
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting *Management Position Unknown
BLOCKING IS LIMITED TO THE PERIOD BETWEEN THE
CUT-OFF DATE SET ON 13 APR 2005 AND ONE DAY FOLLOWING
THE REGISTRATION DATE SET ON 19 APR 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-OFF DATE
ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE
INSTRUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION
DATE. THANK YOU.
2.A REPORTS OF THE EXECUTIVE BOARD AND THE SUPERVISORY Non-Voting *Management Position Unknown
BOARD FOR 2004
3.A ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/26/2005
ISSUER: 806605 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HANS W. BECHERER Management For For
KATHRYN C. TURNER Management For For
ROBERT F.W. VAN OORDT Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS Shareholder For Against
04 SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shareholder Against For
SOCIETE GENERALE OGM MEETING DATE: 04/26/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORTOF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
2. APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
6. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
IULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
8. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
4. APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
9. APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
10. AMEND ARTICLE OF ASSOCIATION NUMBER 6 AND RELATING Management For *Management Position Unknown
TO DECLARATION WHEN SHAREHOLDERS EXCEED STATUTORY
THRESHOLDS
3. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE 2004 FY
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
12. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 14 MONTHS
13. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
09 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU.
AGGREKO PLC AGM MEETING DATE: 04/27/2005
ISSUER: G0116S102 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown
3. APPROVE A DIVIDEND Management For *Management Position Unknown
4. RE-ELECT MR. P.G. ROGERSON Management For *Management Position Unknown
5. RE-ELECT MR. N.H. NORTHRIDGE Management For *Management Position Unknown
6. RE-ELECT MR. F.A.B. SHEPHERD Management For *Management Position Unknown
7. RE-APPOINT THE AUDITORS Management For *Management Position Unknown
S.8 APPROVE THE ALLOTMENT FOR CASH Management For *Management Position Unknown
S.9 APPROVE THE PURCHASE OF OWN SHARES Management For *Management Position Unknown
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF OGM MEETING DATE: 04/27/2005
ISSUER: D24909109 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 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 1,549,010,497.05 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-DIVIDEND
AND PAYABLE DATE: 28 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 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 COMPANY S SHARE CAPITAL BY UP TO EUR 540,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES
AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFORE
27 APR 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS FOR A CAPITAL INCREASE AGAINST PAYMENT
IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO BOND HOLDERS, FOR A CAPITAL
INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, AND FOR THE ISSUE OF
SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES,
OR AGAINST PAYMENT IN KIND; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
6. 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, ON OR BEFORE 27 OCT 2006;
THE SHARES MAY BE ACQUIRED THROUGH THE STOCK
EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE
NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE
SHARES, BY WAY OF A PUBLIC REPURCHASE OFFER TO
ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER
FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE ADMITTED
TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE
OF THE SHARES, AND BY USING DERIVATIVES IN THE
FORM OF CALL OR PUT OPTIONS IF THE EXERCISE PRICE
IS NEITHER MORE THAN 10% ABOVE NOR MORE THAN
20% BELOW THE MARKET PRICE OF THE SHARES; TO
DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A 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 COMPANY S AND ITS AFFILIATES
EMPLOYEES; THE SHARES MAY ALSO BE RETIRED
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED E.ON FINANZANLAGEN
GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB 2005,
UNTIL AT LEAST 31 DEC 2010
8. APPROVE THAT, FROM THE 2005 FY, THE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 55,000, A VARIABLE REMUNERATION
OF EUR 115 FOR EVERY EUR 0.01 OF THE DIVIDEND
PAYMENT PER SHARE IN EXCESS OF EUR 0.10, AND
AN ADDITIONAL VARIABLE REMUNERATION OF EUR 70
FOR EVERY EUR 0.01 OF THE EARNINGS PER SHARE
IN EXCESS OF EUR 2.30; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
10. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2005
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG , AS FOLLOWS: SECTION 15, REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY
S MEETING.
INSITUFORM TECHNOLOGIES, INC. INSU ANNUAL MEETING DATE: 04/27/2005
ISSUER: 457667 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BIDDELMAN Management For For
STEPHEN P. CORTINOVIS Management For For
JOHN P. DUBINSKY Management For For
JUANITA H. HINSHAW Management For For
ALFRED T. MCNEILL Management For For
THOMAS S. ROONEY, JR. Management For For
SHELDON WEINIG Management For For
ALFRED L. WOODS Management For For
02 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT PUBLIC AUDITORS.
METROPOLITAN BANK & TRUST CO MBTC AGM MEETING DATE: 04/27/2005
ISSUER: Y6028G136 ISIN: PHY6028G1361
SEDOL: 6514442
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
STOCKHOLDERS HELD ON 28 APR 2004
4. APPROVE THE REPORT TO THE STOCKHOLDERS Management For *Management Position Unknown
5. RATIFY THE CORPORATE ACTS Management For *Management Position Unknown
6. ELECT THE DIRECTORS Management For *Management Position Unknown
7. OTHER MATTERS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 04/27/2005
ISSUER: 592688 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
FRANCIS A. CONTINO 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/27/2005
ISSUER: 601073 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MELVIN D. BOOTH Management For For
MAUREEN A. HENDRICKS Management For For
MARTIN D. MADAUS Management For For
02 ADOPTION OF THE AMENDMENTS TO THE MILLIPORE CORPORATION Management For For
1999 STOCK INCENTIVE PLAN.
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1 TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS.
O2 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2004.
O3 TO DECLARE A FINAL DIVIDEND FOR 2004 ON THE COMPANY Management For For
S ORDINARY SHARES.
O4 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID.
O5 TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O6 TO ELECT JAN HOMMEN AS A DIRECTOR. Management For For
O7 TO ELECT ERIK ENGSTROM AS A DIRECTOR. Management For For
O8 TO RE-ELECT MARK ARMOUR AS A DIRECTOR. Management For For
O9 TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR. Management For For
O10 TO RE-ELECT ANDREW PROZES AS A DIRECTOR. Management For For
O11 ALLOTMENT OF SHARES. Management For For
S12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S13 AUTHORITY TO PURCHASE OWN SHARES. Management For For
REED ELSEVIER PLC RUK SPECIAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT STRAUSS ZELNICK AS A DIRECTOR. Management For For
ASSICURAZIONI GENERALI SPA, TRIESTE OGM MEETING DATE: 04/28/2005
ISSUER: T05040109 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833, B020320
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 2005 AND THIRD CALL ON 30 APR 2005 .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 MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET AS OF 31 DEC 2004; Management For *Management Position Unknown
RESOLUTIONS RELATED THERETO
O.2 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management For *Management Position Unknown
AND APPROVE THEIR SALARY; RESOLUTIONS RELATED
THERETO
E.3 APPROVE THE STOCK OPTION PLAN TO INCREASE THE Management For *Management Position Unknown
STOCK CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE CHAIRMAN AND TO THE MANAGING
DIRECTORS OF THE COMPANY AFTER HAVING EMPOWERED
THE SHAREHOLDERS MEETING AS PER ARTICLE 2441,
4TH COMMA OF THE ITALIAN CIVIL CODE TO EMPOWER
THE BOARD OF DIRECTORS IN ORDER TO INCREASE THE
SHARE CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE COMPANY S AND ITS SUBSIDIARIES
EMPLOYEES; AMEND ARTICLE 8 OF THE BY-LAWS; RESOLUTIONS
RELATED THERETO
E.4 AMEND ARTICLE 20.1 OF THE BY-LAWS TO ESTABLISH Management For *Management Position Unknown
RESPONSIBILITIES IN ISSUING NON-CONVERTIBLE BOND
; RESOLUTIONS RELATED THERETO
ASTRAZENECA PLC AGM MEETING DATE: 04/28/2005
ISSUER: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For *Management Position Unknown
OF USD 0.295 16.0 PENCE, SEK 2.200 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECOND INTERIM DIVIDEND OF USD 0.645
34.3 PENCE SEK 4.497 PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For *Management Position Unknown
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITOR
5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 AS SPECIFIED
5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For *Management Position Unknown
SHARE PLAN THE PLAN AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
NECESSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN
AS THEY MAY CONSIDER NECESSARY IN RELATION TO
EMPLOYEES IN JURISDICTIONS OUTSIDE THE UK, WITH
SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATION, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE
TREATED AS COUNTING AGAINST THE RELEVANT LIMITS
ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
8. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For *Management Position Unknown
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES,
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDITURE
DURING THE PERIOD ENDING ON THE DATE THE OF THE
COMPANY S AGM IN 2006 PROVIDED THAT ANY SUCH
DONATIONS AND EXPENDITURE MADE BY THE COMPANY
TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY
WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING
IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For *Management Position Unknown
NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE USD 136,488,521
S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY ARTICLE 7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 89
AMOUNT SHALL BE USD 20,473,278
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES
OF USD 0.25 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105%
OF THE AVERAGE OF MIDDLE MARKET VALUES OF THE
COMPANY S ORDINARY SHARES 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 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 057224 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
LARRY D. BRADY Management For For
CLARENCE P. CAZALOT, JR Management Withheld Against
ANTHONY G. FERNANDES Management For For
J. LARRY NICHOLS Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
03 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Management For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY Shareholder For Against
VOTES PROTOCOL.
CT COMMUNICATIONS, INC. CTCI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 126426 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
O.C. CHEWNING, JR. Management For For
MICHAEL R. COLTRANE Management For For
LINDA M. FARTHING Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR FISCAL YEAR 2005.
D&E COMMUNICATIONS, INC. DECC ANNUAL MEETING DATE: 04/28/2005
ISSUER: 232860 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN AMOS Management For For
G. WILLIAM RUHL Management Withheld Against
W. GARTH SPRECHER Management Withheld Against
RICHARD G. WEIDNER Management For For
02 PROPOSAL TO AMEND AND RESTATE THE COMPANY S ARTICLES Management Against Against
OF INCORPORATION IN THE FORM ATTACHED TO THE
PROXY STATEMENT AS EXHIBIT I.
03 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
2005.
PT MULTIMEDIA SERVICOS DE TELECOMUNICACOES E MULTIMEDIA SGPS SA, LISBOA AGM MEETING
DATE: 04/28/2005
ISSUER: X70127109 ISIN: PTPTM0AM0008 BLOCKING
SEDOL: 5811412, 5823990
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management For *Management Position Unknown
AND THE ACCOUNT FOR 2004
2. APPROVE THE CONSOLIDATED MANAGEMENT REPORT, THE Management For *Management Position Unknown
BALANCE SHEET AND THE ACCOUNTS FOR 2004Q
3. APPROVE THE APPROPRIATION OF NET INCOME Management For *Management Position Unknown
4. APPROVE THE APPRAISAL OF THE COMPANY S MANAGEMENT Management For *Management Position Unknown
AND INSPECTION
5. ELECT THE CHAIRMAN Management For *Management Position Unknown
6. APPROVE TO RATIFY THE CO-OPTATION OF THE DIRECTORS Management For *Management Position Unknown
7. APPROVE THE ACQUISITION AND SALE OF THE COMPANY Management For *Management Position Unknown
S OWN SHARES
8. APPROVE THE AMENDMENT OF NUMBER 2 AND THE ADDING Management For *Management Position Unknown
OF A NUMBER 3 TO ARTICLE 4, AMENDMENT OF NUMBER
2 AND THE ADDING OF A NUMBER 3 TO ARTICLE 7 AND
THE AMENDMENT OF NUMBER 2,3,4 AND THE ADDING
OF A NUMBER 11 TO ARTICLE 12 OF THE BY-LAWS
9. APPROVE THE SHARE BUY BACK PROGRAMME AND THE Management For *Management Position Unknown
REDUCTION OF THE SHARE CAPITAL AND NOTABLY ON
THE REDUCTION OF UP TO EUR 7.844.846, FOR THE
PURPOSE OF RELEASING EXCESS CAPITAL BY CANCELING
UP TO 15,689,692 OWN SHARES TO BE ACQUIRED SUBSEQUENT
TO THE EXECUTION OF THE RESOLUTION, IN ADDITION
TO CORRESPONDING RESOLUTIONS RELATING TO RESERVES
AND THE AMENDMENT TO THE ARTICLES OF ASSOCIATION
FURTHER TO THE RESOLUTION ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION
10. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management For *Management Position Unknown
AND THE OTHER SECURITIES
* PLEASE NOTE THAT THE MEETING HELD ON 30 MAR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO A REQUEST FROM MAJOR
SHAREHOLDER AND THAT THE SECOND CONVOCATION WILL
BE HELD ON 28 APR 2005. PLEASE ALSO NOTE THE
NEW CUTOFF DATE 14 APR 2005. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
SCOTTISH & NEWCASTLE PLC AGM MEETING DATE: 04/28/2005
ISSUER: G79269117 ISIN: GB0007839698
SEDOL: 0783969, 4783738, 5848034
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YEAR TO 31 DEC 2004
2. ADOPT THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
3. DECLARE A DIVIDEND Management For *Management Position Unknown
4. RE-APPOINT DR. N.C. BAIN AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. H.V.L THERMAN AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
8. AUTHORIZE THE BOARD TO SET THE REMUNERATION OF Management For *Management Position Unknown
THE AUDITORS
9. APPROVE THAT, IN SUBSTITUTION FOR ALL EXITING Management For *Management Position Unknown
AUTHORITIES, THE AUTHORITY CONFERRED ON THE DIRECTORS
BY THE ARTICLE 11 (C) (1) OF THE COMPANY S ARTICLES
OF ASSOCIATION IN RELATION TO THE ALLOTMENT OF
RELEVANT SECURITIES UP TO A NOMINAL AMOUNT, AS
SPECIFIED AS THE SECTION 80 AMOUNT, BE EXERCISABLE
FOR THE PERIOD ENDING ON THE DATE OF THE NEXT
AGM OR ON 27 JUL 2006, WHICHEVER IS THE EARLIER,
AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL
BE GBP 34,000,000
S.10 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For *Management Position Unknown
9, THE POWER CONFERRED ON THE DIRECTORS BY ARTICLE
11(C)(2) OF THE COMPANY S ARTICLES OF ASSOCIATION
IN RELATION TO THE ALLOTMENT OF EQUITY SECURITIES
WHOLLY FOR CASH IN CONNECTION WITH A RIGHTS ISSUE,
AND ALSO UP TO A NOMINAL AMOUNT, SPECIFIED AS
THE SECTION 89 AMOUNT, BE EXERCISABLE FOR THE
PERIOD ENDING ON THE DATE OF THE NEXT AGM OR
ON 27 JUL 2006, WHICH EVER IS THE EARLIER, AND
FOR SUCH PERIOD THE SECTION 89 AMOUNT BE GBP
8,900,000; THE SALE OF TREASURY SHARES FOR CASH
SHALL BE TREATED AS AN ALLOTMENT OF EQUITY SECURITIES
FOR THE PURPOSE OF ARTICLE 11(C)(2) AND THE DISAPPLICATION
OF PRE-EMPTION RIGHTS IN THIS RESOLUTION 10 SHALL
EXTEND TO SALE OF TREASURY SHARES FOR CASH
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF UP TO
89,000,000 ORDINARY SHARES OF 20P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EQUAL
TO THE NOMINAL VALUE AND NOT MORE THAN 105% OF
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS OF
THE COMPANY S SHARES 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 NEXT AGM
OF THE COMPANY OR 27 JUL 2006 ; IN RELATION
TO THE PURCHASE OF SHARES THE CONTRACT FOR WHICH
WAS CONCLUDED BEFORE THE EXPIRING OF SUCH AUTHORITY
AND WHICH MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY UNLESS SUCH AUTHORITY IS RENEWED
PRIOR TO SUCH TIME
TOTAL SA MIX MEETING DATE: 04/28/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
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.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
17 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
O.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT MR. LORD LEVENE OF PORTSOKEN KBE AS A Management For *Management Position Unknown
DIRECTOR FOR A PERIOD OF 3 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVING PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
BAYER AG, LEVERKUSEN OGM MEETING DATE: 04/29/2005
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT; AND APPROVE THE APPROVE
THE APPROPRIATION OF THE DISTRIBUTED PROFIT ;
DISTRIBUTED PROFIT OF EUR 401,688,056 SHALL BE
APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND
OF EUR 0.55 PER NO-PAR SHARE EX-DIVIDEND; PAYABLE
DATE BE 02 MAY 2005
2. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management For *Management Position Unknown
4.1 ELECT DR. RER. POL., DIPL.-KFM. KLAUS KLEINFELD Management For *Management Position Unknown
AS AN ORDINARY MEMBER OF THE SUPERVISORY BOARD
4.2 ELECT PROF. DR.-ING. DR. H.C. EKKEHARD D. SCHULZ Management For *Management Position Unknown
AS AN ODINARY MEMBER TO THE SUPERVISORY BOARD
4.3 ELECT JOCHEN APPELL AS AN ALTERNATIVE MEMBER Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4.4 ELECT DR. HANS-DIRK KREKELER AS AN ALTERNATIVE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
5. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF SUPERVISORY BOARD RECEIVING
A FIXED ANNUAL REMUNERATION OF EUR 60,000 AND
A VARIABLE REMUNERATION OF EUR 2,000 FOR EVERY
EUR 50,000,000 OR PART THEREOF BY WHICH THE GROSS
CASH FLOW AS REPORTED IN THE CONSOLIDATED GROUP
FINANCIAL STATEMENTS OF THE RECENT FY EXCEEDS
EUR 3,100,000,000
6. AMEND SECTION 14, SECTION 15(1), SECTION 15(2), Management For *Management Position Unknown
AND SECTION 15(3) OF THE ARTICLES OF ASSOCIATION
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE
7. AUTHORIZE THE MANAGEMENT DIRECTORS TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY UP TO 10% OF ITS SHARE
CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
28 OCT 2006; 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
AGAINST PAYMENT IN CASH, TO USE THE SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS OR WITHIN
THE SCOPE OF THE COMPANY S STOCK OPTION PLANS;
AND TO RETIRE THE SHARES
8. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE YEAR 2005
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
PEARSON PLC AGM MEETING DATE: 04/29/2005
ISSUER: G69651100 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For *Management Position Unknown
OF THE DIRECTORS OF THE COMPANY DIRECTORS AND
AUDITORS OF THE COMPANY AUDITORS FOR YE 31
DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
AS RECOMMENDED BY THE DIRECTORS
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For *Management Position Unknown
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For *Management Position Unknown
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; 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
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For *Management Position Unknown
CAPITAL OF THE COMPANY OF GBP 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For *Management Position Unknown
BOARD , PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 PASSED
AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89(1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END 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
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 04/29/2005
ISSUER: 948626 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND DEBBANE Management For For
JONAS M. FAJGENBAUM Management For For
JOHN F. BARD Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
UNICREDITO ITALIANO SPA, GENOVA OGM MEETING DATE: 04/30/2005
ISSUER: T95132105 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712, B020SH0
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
01 MAY 2005 AND A THIRD CALL ON 02 MAY 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIX MEETINH. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2004 TOGETHER WITH THE BOARD OF DIRECTORS, THE
INTERNAL AND THE EXTERNAL AUDITORS REPORTS;
THE CONSOLIDATED BALANCE SHEET REPORTS AND THE
SOCIAL AND THE ENVIRONMENTAL REPORT
O.2 APPROVE THE PROFIT ALLOCATION Management For *Management Position Unknown
O.3 APPOINT THE DIRECTORS AFTER STATING THEIR NUMBER Management Against *Management Position Unknown
FOR THE FINANCIAL YEARS 2005-2007 WITH TERM IN
OFFICE EXPIRING AT THE MEETING CALLED TO APPROVE
THE 2007 BALANCE SHEET REPORTS
O.4 APPROVE THE BOARD OF DIRECTORS AND THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE ANNUAL EMOLUMENT, AS PER ARTICLE 26
OF THE BY-LAW
O.5 AUTHORIZE UNICREDITO ITALIANO S.P.A. TO JOIN Management Against *Management Position Unknown
THE EUROPEAN ECONOMIC INTEREST GROUPING CALLED,
GLOBAL DEVELOPMENT, AS PER ARTICLE 2361 COMMA
2, OF THE ITALIAN CIVIL CODE
O.6 APPROVE TO TAKE ON SAVINGS SHAREHOLDERS REPRESENTATIVE Management For *Management Position Unknown
S EMOLUMENT
E.1 APPROVE THE MERGER BY INCORPORATION OF BANCA Management For *Management Position Unknown
DELL UMBRIA 1462 S.P.A. AND CASSA RISPARMIO CARPI
S.P.A. INTO UNICREDITO ITALIANO S.P.A.; AMEND
THE BY-LAW
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/03/2005
ISSUER: 30744P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. GIBBS Management For For
EDWARD J. SMITH Management For For
GARDNER DENVER, INC. GDI ANNUAL MEETING DATE: 05/03/2005
ISSUER: 365558 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD G. BARGER, JR. Management For For
RAYMOND R. HIPP Management For For
DAVID D. PETRATIS Management For For
02 TO APPROVE THE COMPANY S EXECUTIVE ANNUAL BONUS Management For For
PLAN.
ALLIANZ AG, MUENCHEN OGM MEETING DATE: 05/04/2005
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
5.1 RE-ELECT MR. IGOR LANDAU AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5.3 RE-ELECT MR. FRANZ FEHRENBACH AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.5 RE-ELECT DR. ALBRECHT SCHAEFER AS A SUBSTITUTE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE REMUNERATION FOR THE SUPERVISORY BOARD
AS FOLLOWS: FROM THE 2005 FINANCIAL YEAR ON,
EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE
A FIXED ANNUAL REMUNERATION OF EUR 50,000, A
SHORT-TERM PROFIT-RELATED REMUNERATION OF UP
TO EUR 24,000, AND A LONG-TERM PROFIT-RELATED
REMUNERATION OF UP TO EUR 24,000, THE CHAIRMAN
SHALL RECEIVE TWICE, AND THE DEPUTY CHAIRMAN
ONE AND A HALF TIMES, THESE AMOUNTS; COMMITTEE
MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE AND AUDIT COMMITTEE SHALL RECEIVE
AN ADDITIONAL REMUNERATION OF 25% COMMITTEE
CHAIRMEN 50% OF THE ABOVE THE ABOVE MENTIONED
REMUNERATION, MEMBERS OF THE AUDIT COMMITTEE
A FIXED ANNUAL REMUNERATION OF EUR 30,000 THE
CHAIRMAN OF THE AUDIT COMMITTEE EUR 45,000 ,
EACH MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF
EUR 500 PER SUPERVISORY BOARD MEETING AND COMMITTEE
MEETING; SHOULD SEVERAL MEETINGS BE HELD ON THE
SAME DAY OR ON CONSECUTIVE DAYS, THE ATTENDANCE
FEE WILL BE PAID ONLY ONCE
8. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 WAY
OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20 %; FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 03 NOV 2006; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THROUGH THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES,
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY OR ITS AFFILIATES, AND TO RETIRE
THE SHARES
5.2 RE-ELECT PROFESSOR. DR. DENNIS J. SNOWER AS AN Management For *Management Position Unknown
OFFICER TO THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE NEW PROFIT-SHARING CERTIFICATES OF UP TO
EUR 10,000,000, IN ORDER TO SECURE THE SUBSCRIPTION
RIGHTS OF HOLDERS OF PROFIT-SHARING CERTIFICATES,
ON OR BEFORE 03 MAY 2010; THE CAPITAL REPRESENTED
BY THE PROFIT-SHARING CERTIFICATES SHALL BE INCREASED
IN ACCORDANCE WITH ANY INCREASE OF THE SHARE
CAPITAL, HOLDERS OF PROFIT-SHARING CERTIFICATES
BEING GRANTED SUBSCRIPTION RIGHTS FOR NEW CERTIFICATES
* 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.
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 852,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.75 PER NO-PAR SHARES;
EUR 177,635,811.25 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE
DATE: 05 MAY 2005 PAYABLE DATE: 06 MAY 2005
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5.4 RE-ELECT DR. FRANZ B. HUMER AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.6 RE-ELECT DR. JUERGEN THAN AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. GRANT AUTHORITY TO ACQUIRE OWN SHARES FOR PURPOSES Management For *Management Position Unknown
OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST
SHALL BE AUTHORIZED TO ACQUIRE AND SELL SHARES
OF THE COMPANY, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 03 NOV 2006; THE TRADING PORTFOLIO
OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL
NOT EXCEED 5% OF THE COMPANY S SHARE CAPITAL
AT THE END OF ANY DAY
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 023551 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. HOLIDAY Management For For
J.J. O'CONNOR Management For For
F.B. WALKER Management For For
R.N. WILSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2005.
AMN HEALTHCARE SERVICES, INC. AHS ANNUAL MEETING DATE: 05/04/2005
ISSUER: 001744 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT B. HAAS Management For For
STEVEN C. FRANCIS Management For For
SUSAN R. NOWAKOWSKI Management For For
WILLIAM F. MILLER III Management For For
ANDREW M. STERN Management For For
DOUGLAS D. WHEAT Management For For
KENNETH F. YONTZ Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
AQUILA, INC. ILA ANNUAL MEETING DATE: 05/04/2005
ISSUER: 03840P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
HERMAN CAIN Management Withheld Against
PATRICK J. LYNCH Management For For
NICHOLAS J. SINGER Management For For
CSX CORPORATION CSX ANNUAL MEETING DATE: 05/04/2005
ISSUER: 126408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. BAILEY Management For For
SEN. J.B. BREAUX Management For For
E.J. KELLY, III Management For For
R.D. KUNISCH Management For For
S.J. MORCOTT Management For For
D.M. RATCLIFFE Management For For
C.E. RICE Management For For
W.C. RICHARDSON Management For For
F.S. ROYAL, M.D. Management For For
D.J. SHEPARD Management For For
M.J. WARD Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING NON-DEDUCTIBLE Shareholder Against For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE. Shareholder For Against
ONLINE RESOURCES CORPORATION ORCC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 68273G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. WASHECKA Management For For
STEPHEN S. COLE Management For For
JOSEPH J. SPALLUTO Management For For
02 PROPOSAL TO AMEND THE COMPANY S CERTIFICATE OF Management Against Against
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND ELIMINATE THE EXISTENCE
OF THE COMPANY S SERIES A CONVERTIBLE PREFERRED
STOCK.
03 PROPOSAL TO APPROVE AND ADOPT THE COMPANY S 2005 Management Against Against
RESTRICTED STOCK AND OPTION PLAN.
04 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, 2005.
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 216640 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PETER J. FLUOR Management For For
DAVID ROSS III Management For For
BRUCE W. WILKINSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
03 VOTE ON MANAGEMENT INCENTIVE COMPENSATION PLAN. Management For For
04 VOTE ON 2005 EQUITY INCENTIVE PLAN. Management For For
EMC CORPORATION EMC ANNUAL MEETING DATE: 05/05/2005
ISSUER: 268648 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MICHAEL J. CRONIN Management For For
W. PAUL FITZGERALD Management Withheld Against
JOSEPH M. TUCCI Management For For
02 PROPOSAL 2 - TO APPROVE AMENDMENTS TO THE EMC Management For For
CORPORATION 2003 STOCK PLAN TO INCREASE BY 100,000,000
THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN,
AND INCREASE THE NUMBER OF SHARES WHICH MAY BE
ISSUED PURSUANT TO AWARDS OF RESTRICTED STOCK
AND/ OR RESTRICTED STOCK UNITS TO 30% OF THE
TOTAL AUTHORIZED SHARES UNDER THE PLAN, AS DESCRIBED
IN EMC S PROXY STATEMENT.
03 PROPOSAL 3 - TO RATIFY THE SELECTION BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS
LLP AS EMC S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
04 PROPOSAL 4 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder For Against
RELATING TO PERFORMANCE-BASED STOCK OPTIONS,
AS DESCRIBED IN EMC S PROXY STATEMENT.
05 PROPOSAL 5 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder Against For
RELATING TO EMC S AUDIT COMMITTEE, AS DESCRIBED
IN EMC S PROXY STATEMENT.
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 599902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK J. LEVIN Management Withheld Against
A. GRANT HEIDRICH, III Management For For
KENNETH E. WEG Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
RECKITT BENCKISER PLC AGM MEETING DATE: 05/05/2005
ISSUER: G7420A107 ISIN: GB0007278715
SEDOL: 0727871, 5861268
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For *Management Position Unknown
FY 2004, WHICH ENDED ON 31 DEC 2004 AND THE REPORTS
OF THE DIRECTORS AND AUDITORS THEREON
2. APPROVE THE DIRECTOR S REMUNERATION REPORT AND Management For *Management Position Unknown
THAT PART OF THE REPORT OF THE AUDITORS WHICH
REPORTS THEREON
3. APPROVE A FINAL DIVIDEND OF 18P PER ORDINARY Management For *Management Position Unknown
SHARE BE PAID ON 26 MAY 2005 TO ALL ORDINARY
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF
BUSINESS ON 04 MAR 2005
4. RE-ELECT MR. ADRIAN BELLAMY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION
5. RE-ELECT MR. GEORGE GREENER AS A DIRECTOR, UNDER Management For *Management Position Unknown
COMBINED CODE PROVISION A.7.2
6. ELECT MR. GRAHAM MACKAY AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For *Management Position Unknown
FOR ALL EXISTING AUTHORITIES, TO ALLOT RELEVANT
SECURITIES WITHIN THE MEANING OF SECTION 80
OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 25,438,000 AUTHORITY EXPIRES
5 YEARS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
WITHIN THE MEANING OF SECTION 94 OF THAT ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
SAID ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES
IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS
AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP
3,815,000 AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY AND AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION OF THE
COMPANY AS PER SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF ORDINARY SHARES
OF 10 10/19P EACH IN THE CAPITAL OF THE COMPANY
(A) THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH
MAY PURCHASED IS 72,500,000 ORDINARY SHARES
REPRESENTING LESS THAN 10% OF THE COMPANY S ISSUED
ORDINARY SHARE CAPITAL AS AT 06 MAR 2005 ; (B)THE
MAXIMUM PRICE AT WHICH ORDINARY SHARES MAY BE
PURCHASED IS AN AMOUNT EQUAL TO 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE
ORDINARY SHARES AS TAKEN FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 04 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY; (D) ORDINARY SHARES CANCELLED
IMMEDIATELY UPON COMPLETION OF THE PURCHASE OR
TRANSFERRED OR OTHERWISE DEALT WITH AS TREASURY
SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT 1985
11. APPROVE A) THE RECKITT BENCKISER 2005 SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, AS SPECIFIED IN THE NOTICE
OF THE 2005 AGM DATED 06 APR 2005 AND IN THE
FORM OF THE DRAFT RULES PRODUCED TO THE MEETING
BE AND IS HEREBY ADOPTED AND THAT THE DIRECTORS
OR A COMMITTEE OF THE BOARD OF DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAME
INCLUDING ANY CONSEQUENTIAL AMENDMENTS TO OBTAIN
THE APPROVAL OF THE INLAND REVENUE UNDER THE
PROVISIONS OF PART 6, CHAPTER 7 AND SCHEDULE
3 TO THE INCOME TAX (EARNINGS AND PENSIONS) ACT
2003 AND B) THE DIRECTORS BE AUTHORIZED TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF
THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT
BE COUNTED IN A QUORUM OR VOTE IN RESPECT OF
HIS OWN PARTICIPATION AND ANY PROHIBITION ON
VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY BE AND IS HEREBY RELAXED ACCORDINGLY
12. APPROVE A) THE RECKITT BENCKISER 2005 GLOBAL Management For *Management Position Unknown
STOCK PROFIT PLAN IN THE NOTICE OF THE 2005 AGM
DATED 06 APR 2005, AND IN THE FORM OF THE DRAFT
RULES PRODUCED TO THE MEETING BE ADOPTED AND
THAT THE DIRECTORS, OR A COMMITTEE OF THE BOARD
OF DIRECTORS, BE AUTHORIZED TO DO ALL ACTS AND
THINGS NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT
OR GIVE EFFECT TO THE SAME AND B) THE DIRECTORS
BE AUTHORIZED TO VOTE AND BE COUNTED IN THE QUORUM
ON ANY MATTER CONNECTED WITH THE PLAN REFERRED
TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT
THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM
OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE RELAXED
ACCORDINGLY
13. APPROVE A) THE RECKITT BENCKISER 2005 USA SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, IN THE NOTICE OF THE 2005
AGM DATED 06 APR 2005, AND IN THE FORM OF THE
DRAFT RULES PRODUCED TO THE MEETING BE ADOPTED
AND THAT THE DIRECTORS BE AUTHORIZED TO DO ALL
ACTS AND THINGS NECESSARY OR DESIRABLE TO AMEND,
IMPLEMENT, OR GIVE EFFECT TO THE SAME AND (B)
THE DIRECTORS BE AUTHORIZED TO VOTE AND BE COUNTED
IN THE QUORUM ON ANY MATTER CONNECTED WITH THE
PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION
EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN
A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE ACCORDINGLY
14. AMEND THE RULES OF THE RECKITT BENCKISER SENIOR Management For *Management Position Unknown
EXECUTIVE SHARE OWNERSHIP POLICY PLAN OF THE
NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND
IN THE FORM OF THE DRAFT RULES PRODUCED TO THE
MEETING, AND THAT THE DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO CARRY IT INTO EFFECT
SECURE COMPUTING CORPORATION SCUR ANNUAL MEETING DATE: 05/09/2005
ISSUER: 813705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ERIC P. RUNDQUIST Management For For
ALEXANDER ZAKUPOWSKY JR Management For For
02 TO APPROVE AN AMENDMENT TO THE 2002 STOCK OPTION Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE BY 1,500,000 SHARES.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
SOCIETE GENERALE MIX MEETING DATE: 05/09/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
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
220981 DUE TO CHANGE IN THE MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
* 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:
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
O.3 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY 31 DEC 2004
O.4 APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
LULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICHARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
E.9 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.10 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL, SUBJECT TO THE NOMINAL LIMIT
OF EUR 300 MILLION FOR CAPITAL INCREASES WITHOUT
PREEMPTIVE SUBSCRIPTION RIGHTS AUTHORIZED BY
THE GENERAL MEETING OF 29 APR 2004 IN ITS 12
RESOLUTION; AUTHORITY EXPIRES AT THE END OF
14 MONTHS
O.13 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Abstain *Management Position Unknown
AMEND THE ARTICLE 14 OF THE BY-LAWS ANY PROVISION
RESTRICTING THE VOTING RIGHTS THAT A SHAREHOLDER
MAY EXERCISE AT A GENERAL MEETING
BELO CORP. BLC ANNUAL MEETING DATE: 05/10/2005
ISSUER: 080555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANCE A. CORDOVA, PH.D Management For For
ROBERT W. DECHERD Management For For
LAURENCE E. HIRSCH Management For For
M. ANNE SZOSTAK Management For For
J. MCDONALD WILLIAMS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/10/2005
ISSUER: 346091 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FORREST E. HOGLUND Management For For
JAMES H. LEE Management For For
02 PROPOSAL TO APPROVE AN ADDITIONAL 175,000 SHARES Management For For
FOR ISSUANCE UNDER THE 1999 EMPLOYEE STOCK PURCHASE
PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2005.
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/10/2005
ISSUER: N14952225 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 2004
3.A APPROVE THE ANNUAL ACCOUNTS OF 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. GRANT DISCHARGE THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. GRANT DISCHARGE THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPROVE THE RESERVE AND DIVIDEND POLICY Management For *Management Position Unknown
7.A APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
7.B APPROVE THE DIVIDEND Management For *Management Position Unknown
8. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
9. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
AUDIT COMMITTEE AND THE COMMITTEE OF THE SUPERVISORY
BOARD
10. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY
11. TRANSACT ANY OTHER BUSINESS Other For *Management Position Unknown
12. CLOSING Non-Voting *Management Position Unknown
MONEYGRAM INTERNATIONAL, INC. ANNUAL MEETING DATE: 05/10/2005
ISSUER: 60935Y ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDITH K. HOFER Management For For
ROBERT C. KRUEGER Management For For
PHILIP W. MILNE Management For For
02 APPROVE THE MONEYGRAM INTERNATIONAL, INC. 2005 Management For For
OMNIBUS INCENTIVE PLAN.
03 RATIFY AND APPROVE THE REAPPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
QUEBECOR WORLD INC. IQW ANNUAL MEETING DATE: 05/10/2005
ISSUER: 748203 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 ELECTION OF DIRECTORS AS OUTLINED IN THE ACCOMPANYING Management For For
INFORMATION CIRCULAR
02 APPOINTMENT OF KPMG LLP AS AUDITORS AND AUTHORIZATION Management For For
OF THE DIRECTORS TO FIX THEIR REMUNERATION
03 THE SOLE SHAREHOLDER PROPOSAL TO BE VOTED ON Management For *Management Position Unknown
AS SET OUT IN SCHEDULE C TO THE ACCOMPANYING
INFORMATION CIRCULAR
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM ANNUAL MEETING DATE: 05/10/2005
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Management For For
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2004 Management For For
PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK DIVIDENDS Management For For
AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Management For For
VIASYS HEALTHCARE INC. VAS ANNUAL MEETING DATE:
05/10/2005
ISSUER: 92553Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SANDER A. FLAUM Management For For
THOMAS W. HOFMANN Management For For
KIRK E. GORMAN Management For For
CROSS COUNTRY HEALTHCARE, INC. CCRN ANNUAL MEETING DATE: 05/11/2005
ISSUER: 227483 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH A. BOSHART Management For For
EMIL HENSEL Management For For
W. LARRY CASH Management For For
C. TAYLOR COLE JR. Management For For
THOMAS C. DIRCKS Management For For
ERIC T. FRY Management For For
M. FAZLE HUSAIN Management For For
JOSEPH SWEDISH Management For For
JOSEPH TRUNFIO Management For For
02 PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/11/2005
ISSUER: 319963 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALISON DAVIS Management For For
JAMES D. ROBINSON III Management For For
BERNARD L. SCHWARTZ Management For For
ARTHUR F. WEINBACH Management For For
02 THE APPROVAL OF AN INCREASE IN THE NUMBER OF Management For For
SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
STOCK PURCHASE PLAN BY 6,000,000 SHARES OF THE
COMPANY S COMMON STOCK.
03 THE APPROVAL OF AMENDMENTS TO THE COMPANY S SENIOR Management For For
EXECUTIVE INCENTIVE PLAN.
04 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2005.
05 SHAREHOLDER PROPOSAL ON JOB LOSS AND DISLOCATION Shareholder Against For
IMPACT STATEMENT.
06 SHAREHOLDER PROPOSAL ON DIRECTOR LIABILITY. Shareholder Against For
L'AIR LIQUIDE MIX MEETING DATE: 05/11/2005
ISSUER: F01764103 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832, B01DBK4, B03XPC2
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:
* PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 11
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
1. RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE GENERAL REPORT OF THE STATUTORY AUDITORS,
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING; AND PROFIT FOR
THE FY: EUR 383,892,802.00
2. RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE STATUTORY AUDITORS, AND APPROVES THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
3. APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE WITH REGARDS TO THE PROFITS; THE SHAREHOLDERS
RECEIVE A NET DIVIDEND OF EUR 3.50 PER SHARE,
IT WILL BE PAID ON 17 MAY 2005, AS REQUIRED BY
LAW; THE TOTAL AMOUNT OF THE LOYALTY DIVIDEND,
FOR THE 25,876,746 SHARES REGISTERED CONTINUOUSLY
UNDER A NON-TRANSFERABLE FORM, FROM 31 DEC 2002
TILL 31 DEC 2004, AMOUNTED TO EUR 9,056,861.00;
THE TOTAL OF THE LOYALTY DIVIDEND CORRESPONDING
TO THE 25,876,746 SHARES SOLD BETWEEN 01 JAN
2005 AND 17 MAY 2005, WILL BE DEDUCTED FROM THIS
AMOUNT; AUTHORIZE THE EXECUTIVE COMMITTEE TO
WITHDRAW FROM THE CARRY FORWARD ACCOUNT, THE
NECESSARY SUMS TO PAY THE DIVIDEND SET HERE-ABOVE
4. AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 220.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE OGM OF 12 MAY 2004; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management For *Management Position Unknown
ALAIN JOLY AS A MEMBER THE SUPERVISORY BOARD
UNTIL THE OGM WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2008
6. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. LINDSAY OWEN-JONES AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
7. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. THIERRY DESMAREST AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
8. APPOINTS MR. M. THIERRY PEUGEOT AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL
DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS
FOR FY 2008
9. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE AND THE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
10. GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 24MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE EGM OF 12 MAY 2004; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
11. 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 FORMALITIES AND REGISTRATIONS PRESCRIBED
BY LAW
SMEDVIG ASA AGM MEETING DATE: 05/11/2005
ISSUER: R80454102 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* 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 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 THE SMEDVIG GROUP AND Management For *Management Position Unknown
SMEDVIG ASA; A DIVIDEND OF NOK 1.50 PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS FOR 2004
5. APPROVE THE AUDITOR S FEE FOR 2004 Management For *Management Position Unknown
6. ELECT 2 MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
INCENTIVE PROGRAMS FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. APPROVE THE CANCELLATION OF HOLDING OF CLASS Management For *Management Position Unknown
A SHARES/REDUCTION OF THE SHARE CAPITAL
10. GRANT AUTHORITY TO AMEND PARAGRAPH 3 IN THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
UNILEVER PLC UL ANNUAL MEETING DATE: 05/11/2005
ISSUER: 904767 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR Management For For
ENDED DECEMBER 31, 2004.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
FOR THE YEAR ENDED DECEMBER 31, 2004.
03 TO DECLARE A DIVIDEND OF 12.82 PENCE ON THE ORDINARY Management For For
SHARES.
04 DIRECTOR Management For
PJ CESCAU Management For For
CJ VAN DER GRAAF Management For For
RHP MARKHAM Management For For
RD KUGLER* Management For For
A BURGMANS 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
H KOPPER Management For For
LORD SIMON Management For For
J VAN DER VEER Management For For
17 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For For
OF THE COMPANY.
18 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For For
REMUNERATION.
19 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE Management For For
SHARES.
20 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For For
PRE-EMPTION RIGHTS.
21 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For For
ITS OWN SHARES.
22 TO CHANGE THE ARTICLES IN RELATION TO THE APPOINTMENT Management For For
OF A GROUP CHIEF EXECUTIVE.
23 TO CHANGE THE ARTICLES IN RELATION TO DIRECTORS Management For For
INDEMNIFICATION.
24 TO APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For For
PLAN 2005.
25 TO APPROVE THE UNILEVER PLC 2005 SHARESAVE PLAN. Management For For
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/12/2005
ISSUER: 012348 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
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
JUHANI PAKKALA Management For For
PAULA H.J CHOLMONDELEY Management For For
B APPROVAL OF THE ALBANY INTERNATIONAL CORP. 2005 Management Against Against
INCENTIVE PLAN
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 017361 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
H. FURLONG BALDWIN Management For For
ELEANOR BAUM Management For For
PAUL J. EVANSON Management For For
CYRUS F. FREIDHEIM, JR. Management For For
JULIA L. JOHNSON Management For For
TED J. KLEISNER Management For For
STEVEN H. RICE Management For For
GUNNAR E. SARSTEN Management For For
MICHAEL H. SUTTON Management For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL REQUIRING MANAGEMENT TO Shareholder For Against
RETAIN STOCK.
04 STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shareholder For Against
BOARD CHAIRMAN.
05 STOCKHOLDER PROPOSAL TO DISCOURAGE ANY OVEREXTENDED Shareholder Against For
DIRECTORS.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
OPTIONS.
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE: 05/12/2005
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED Management *Management Position Unknown
FINANCIAL STATEMENTS, ALONG WITH THE MANAGEMENT
REPORT OF THE EXECUTIVE BOARD AND THE REPORT
OF THE SUPERVISORY BOARD
2. GRANT DISCHARGE THE MEMBERS OF THE EXECUTIVE Management *Management Position Unknown
BOARD
3. GRANT DISCHARGE THE MEMBERS OF THE SUPERVISORY Management *Management Position Unknown
BOARD
4. ELECT THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 7 OF THE GERMAN STOCK CORPORATION
ACT
6. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 8 OF THE GERMAN STOCK CORPORATION
ACT
7. AMEND THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
8. APPROVE THE ADDITION OF A NEW PARAGRAPH TO THE Management *Management Position Unknown
ARTICLES OF ASSOCIATION
9. AMENDMENT ARTICLE 2 OF THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
10. APPROVE THE SIGNING OF MANAGEMENT CONTROL AND Management *Management Position Unknown
PROFIT-AND-LOSS TRANSFER AGREEMENTS
11. APPROVE THE SIGNING OF A PROFIT-AND-LOSS TRANSFER Management *Management Position Unknown
AGREEMENT
12. ELECT THE AUDITOR FOR 2005 Management *Management Position Unknown
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE:
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
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
146672 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.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 FY 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
4.1 ELECT MR. MAX DIETRICH KLEY AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT MR. GERHARD RANDA AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.3 ELECT DR. DIETHER MUENICH AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES AT PRICES NOT DEVIATING MORE THAN 10%
FROM THEIR AVERAGE MARKET PRICE, ON OR BEFORE
31 OCT 2006; THE TOTAL HOLDING OF SHARES ACQUIRED
FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL AT THE END OF ANY GIVEN DAY
9. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE OBJECT OF THE COMPANY BEING ADJUSTED IN
CONNECTION WITH THE NEW GERMAN PFANDBRIEF ACT
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN SHARES Management For *Management Position Unknown
OF UP TO 10% OF ITS SHARE CAPITAL, AT PRICES
NOT DEVIATING MORE THAN 10% FROM THE AVERAGE
MARKET PRICE OF THE SHARES, ON OR BEFORE 31 OCT
2006; THE BOARD OF MANAGING DIRECTORS BE AUTHORIZED
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR FOR THE FULFILMENT OF CONVERTIBLE
OR OPTION RIGHTS, AND TO RETIRE THE SHARES
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS UMAG AS FOLLOWS: SECTION
17(2), SECTION 18(1), SECTION 18(2)
8. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG AS FOLLOWS: SECTION 20(4)
10. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
HVB PAYMENTS + SERVICES GMBH AND HVB CONSULT
GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2010
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S WHOLLY-OWNED SUBSIDIARY BANKHAUS NEELMEYER
AG, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2009
12. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
BERLIN AND FRANKFURT AS THE AUDITORS FOR THE
2005 FY
COMPAGNIE GENERALE DE GEOPHYSIQUE MIX MEETING DATE: 05/12/2005
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO SET THE ISSUE Management Against *Management Position Unknown
PRICE IN CASE OF WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS UP TO 10% OF THE SHARE CAPITAL
E.5 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Against *Management Position Unknown
THE NUMBER OF SECURITIES ISSUED PURSUANT TO RESOLUTIONS
13 AND 14
E.6 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO INCREASE THE SHARE CAPITAL BY THE WAY OF THE
INTEGRATION OF THE RESERVES, THE PROFITS OR THE
PREMIUMS
E.7 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL UP TO 10% WITH A VIEW
TO REMUNERATE THE CONTRIBUTIONS IN KIND
E.8 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY THE WAY OF THE
ISSUE OF SHARES OR SECURITIES GIVING ACCESS TO
THE SHARE CAPITAL IN FAVOR OF MEMBERS
OF A COMPANY S SAVING SCHEME
E.9 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO ISSUE SECURITIES GIVING THE RIGHT TO THE ALLOTMENT
OF DEBT SECURITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management Against *Management Position Unknown
GRANT OPTIONS TO SUBSCRIBE OR TO PURCHASE SHARES
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY THE WAY OF THE CANCELLATION
OF SHARES PURCHASED UNDER THE TERMS OF THE AUTHORIZATION
TO REPURCHASE BY THE COMPANY ITS OWN SHARES
E.12 AMEND THE ARTICLE 7/2 OF THE ARTICLES OF ASSOCIATION Management Against *Management Position Unknown
RELATING TO THE DECLARATIONS OF THE STATUTORY
CROSSING THRESHOLDS
E.13 GRANT POWERS TO CARRY OUT FORMALITIES Management For *Management Position Unknown
O.5 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROBERT Management For *Management Position Unknown
SEMMEN
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JOHN Management For *Management Position Unknown
MAC WILLIAM
O.9 RATIFY THE COOPTATION OF MR. REMI DORVAL Management For *Management Position Unknown
O.10 APPROVE TO DETERMINE THE AMOUNT OF THE DIRECTORS Management For *Management Position Unknown
FEES ALLOCATED TO THE BOARD OF DIRECTORS FOR
THE FY 2005
O.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
PROCEED WITH THE PURCHASE OF THE COMPANY S SHARES
O.12 APPROVE THE AGREEMENTS GOVERNED BY THE ARTICLE Management For *Management Position Unknown
L225/38 OF THE COMMERCIAL LAW
E.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS
O.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS, AND THE FINANCIAL STATEMENTS
FOR THE FY 2004
E.2 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management For *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH RETENTION OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
E.3 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management Against *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH THE WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
* 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.2 APPROVE THE TRANSFER OF THE SUMS REGISTERED AT Management For *Management Position Unknown
THE LONG TERM CAPITAL GAINS SPECIAL RESERVE
TO AN OTHER RESERVES ACCOUNT
O.6 GRANT FULL DISCHARGE TO THE DIRECTORS Management For *Management Position Unknown
O.3 APPROVE THE ALLOCATION OF THE RESULTS Management For *Management Position Unknown
O.4 APPROVE THE DISCHARGE OF THE NEGATIVE BALANCE Management For *Management Position Unknown
OF THE BROUGHT FORWARD ACCOUNT BY DEDUCTION ON
THE CONTRIBUTIONS PREMIUM ACCOUNT
DIVERSA CORPORATION DVSA ANNUAL MEETING DATE: 05/12/2005
ISSUER: 255064 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. PETER JOHNSON Management For For
MS. CHERYL WENZINGER Management For For
02 TO APPROVE THE COMPANY S 2005 NON-EMPLOYEE DIRECTORS Management Against Against
EQUITY INCENTIVE PLAN.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2005.
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
7. ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
9. ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management *Management Position Unknown
A PERIOD OF 3 YEARS
10. ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
12. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
13. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; BY
WAY OF CAPITALIZING ALL OR PART OF THE RESERVES,
PROFITS OR, PREMIUMS, PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN
NOT EXCEED THE AGGREGATE AMOUNT OF THE SUMS WHICH
CAN BE CAPITALIZED; THIS AMOUNT WILL BE ADDED
TO THE AMOUNT OF EUR 30,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
14. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, 18, 19 OR 20 SHALL
COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, 18, 19 OR 20 SHALL COUNT AGAINST
THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
16. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE MAXIMUM
NOMINAL VALUE OF THE CAPITAL INCREASES TO BE
CARRIED OUT UNDER THIS DELEGATION SHALL NOT EXCEED
EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 16, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
18. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY GRANTED ATTHE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, 17, 19 OR 20; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
20. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
BY MEANS OF A PUBLIC OFFERING, WITH THE ISSUE
OF ORDINARY SHARE OR ANY OTHER SECURITIES GIVING
ACCESS TO THE CAPITAL OR THE RIGHT TO A DEBT
SECURITY, WITHOUT THE SHAREHOLDERS PREFERRED
RIGHTS IN THE FAVOR OF CREDIT INSTITUTIONS OR
THE COMPANIES GOVERNED BY THE CODE OF INSURANCES;
THE MAXIMUM NOMINAL VALUE OF CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN THE RESOLUTIONS NUMBER 13, 14, 15,
17, 18 OR 19 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
* 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
3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
8. ELECT MR. DIEGO VALLE AS A DIRECTOR FOR A PERIOD Management *Management Position Unknown
OF 3 YEARS
19. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16,
17, 18 OR 20; AUTHORITY IS GIVEN FOR A PERIOD
OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
2. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
6. ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management *Management Position Unknown
AND THE STATUTORY AUDITORS;APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
4. ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
5. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, APART FROM THE DIVIDEND
OF EUR 0.125 ALREADY PAID, WILL BE PAID ON 18
MAY 2005; IN THE EVENT THAT THE COMPANY HOLDS
SOME OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT
OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE
ALLOCATED TO THE RETAINED EARNINGS ACCOUNT
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY GRANTED AT THE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, OR 18; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16
OR 17; AUTHORITY IS GIVEN FOR A PERIOD OF 38
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting *Management Position Unknown
NUMBERING. 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.
O.5 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, WILL BE PAID ON 18 MAY
2005; IN THE EVENT THAT THE COMPANY HOLDS SOME
OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF
THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED
TO THE RETAINED EARNINGS ACCOUNT
O.6 ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.7 ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 ELECT MR. DIEGO DELLA VALLE AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.9 ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.10 ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, OR 18,
SHALL COUNT AGAINST THIS AMOUNT; BY WAY OF CAPITALIZING
ALL OR PART OF THE RESERVES, PROFITS OR, PREMIUMS,
PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED
BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT
THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE
OF THE PAR VALUE OF THE EXISTING SHARES, BY A
MAXIMUM NOMINAL AMOUNT, WHICH CAN NOT EXCEED
THE AGGREGATE AMOUNT OF THE SUMS WHICH CAN BE
CAPITALIZED; THIS AMOUNT WILL BE ADDED TO THE
AMOUNT OF EUR 30,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, OR 18 SHALL COUNT
AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, OR 18 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17 OR 18
SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 227087, DUE TO THE CANCELLATION OF 2 RESOLUTIONS
AND SOME RESOLUTIONS BEING MODIFIED. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.4 ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management For *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 74153Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
ROBERT L. BARBANELL Management For For
PAUL A. BRAGG Management For For
DAVID A.B. BROWN Management For For
J.C. BURTON Management For For
ARCHIE W. DUNHAM Management For For
RALPH D. MCBRIDE Management Withheld Against
DAVID B. ROBSON Management For For
02 APPROVAL OF AN AMENDMENT TO THE COMPANY S EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE THEREUNDER BY 600,000.
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN OGM MEETING
DATE: 05/12/2005
ISSUER: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185, B02NV69
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004 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
OF THE PROFIT OF EUR 1,351,306,027.78 AS FOLLOWS
: PAYMENT OF A DIVIDED EUR 1.10 PER ENTITLED
SHARE THE REMAINDER SHALL BE CARRIED FORWARD
EX-DIVIDEND AND PAYABLE DATE 13 MAY 2005
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 DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT/BERLIN AS THE AUDITORS FOR THE FY 2005
6. ELECT DR. ERHARD SCHIPPOREIT AS OFFICER FOR THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
SECTION 4(1), THE INCREASE OF THE SHARE CAPITAL
TO EUR 316,003,600 DUE TO CONVERTED AND OPTION
RIGHTS HAVING BEEN EXERCISED SECTION 4(5), REGARDING
THE REVOCATION OF THE CONTINGENT CAPITAL IIA
SECTION 4(7), REGARDING THE REDUCTION OF THE
CONTINGENT CAPITAL III A TO EUR 9,384,974
8. AMEND SECTION 1(1) OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
REGARDING THE COMPANY S NAME BEING CHANGED TO
SAP AG
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
3 REGARDING ANNOUNCEMENTS OF THE COMPANY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE OR
ON THE COMPANY S WEBSITE; SECTION 17(3), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS, SECTION
20(2), REGARDING THE CHAIRMAN OF THE SHAREHOLDERS
MEETING BEING AUTHORIZED TO LIMIT THE TIME FOR
QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS
10. APPROVE TO RENOVATE THE AUTHORIZED CAPITAL, CREATION Management For *Management Position Unknown
OF NEW AUTHORIZED CAPITAL AND THE CORRESPONDENCE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTING AUTHORIZED CAPITAL I AND II SHALL BE
REVOKED; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE RESIDUAL AMOUNTS,
FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE
CAPITAL AGAINST CASH PAYMENT IF THE SHARES ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE AND OF THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
11. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 30,000,000
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10%; ABOVE NOR MORE THAN 20% BELOW,
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
REPURCHASE OFFER AT A PRICE NOT DEVIATING MORE
THAN 20%, FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO SELL THE SHARES ON THE
STOCK EXCHANGE AND TO OFFER THEM THE SHARE HOLDER
FOR SUBSCRIPTION; THE BOARD SHALL BE AUTHORIZED
TO DISPOSE OF THE SHARES IN ANOTHER MANNER IF
THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PROPOSES OR WITHIN THE SCOPE OF THE COMPANY STOCK
OPTION AND LONG TERM INCENTIVE PLANS AND TO RETIRE
THE SHARES RETIRE THE SHARES
12. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management Against *Management Position Unknown
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER ITEM 11 ENTITLED
TO VOTE ARE THOSE SHAREHOLDERS WHOSE SHARES ARE
BLOCKED WITH US FROM 04 MAY 2005, UNTIL THE CLOSE
OF THE MEETING
* PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN Non-Voting *Management Position Unknown
CODED FIRST. THANK YOU.
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/12/2005
ISSUER: G90078 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDY J. KELLY Management For For
ROBERTO MONTI Management For For
IAN C. STRACHAN Management For For
02 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY
SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM
2,500,000 TO 3,500,000.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/13/2005
ISSUER: 676220 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 A. MCKAY Management For For
MICHAEL J. MYERS Management For For
STEVE ODLAND Management For For
02 TO RATIFY OUR AUDIT COMMITTEE S APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS
FOR THE TERM DESCRIBED IN THIS PROXY STATEMENT.
03 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING: Shareholder Against For
(I) THAT OUR BOARD AMEND THE BYLAWS TO PROVIDE
THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED
BY THE INTERNAL REVENUE CODE FOR DEDUCTIBILITY
OF EMPLOYEE REMUNERATION AND CERTAIN OTHER MATTERS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING Shareholder Against For
THAT OUR BOARD OF DIRECTORS AMEND THE GOVERNANCE
DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS)
OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES
SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE
MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING
OF SHAREHOLDERS.
WATSON PHARMACEUTICALS, INC. WPI ANNUAL MEETING DATE: 05/13/2005
ISSUER: 942683 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. FEDIDA Management For For
ALBERT F. HUMMEL Management For For
CATHERINE M. KLEMA Management For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE 2001 INCENTIVE AWARD PLAN OF THE WATSON PHARMACEUTICALS,
INC.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITOR FOR THE 2005 FISCAL
YEAR.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/13/2005
ISSUER: G95089 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ERNST & YOUNG LLP S REMUNERATION.
ABBOT GROUP PLC AGM MEETING DATE: 05/17/2005
ISSUER: G92058109 ISIN: GB0009102731
SEDOL: 0011518, 0910273
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT, AUDITORS Management For *Management Position Unknown
REPORT AND ACCOUNTS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 3.2P PER ORDINARY Management For *Management Position Unknown
SHARE FOR THE YE 31 DEC 2004 PAYABLE TO ELIGIBLE
ORDINARY SHAREHOLDERS ON THE REGISTER OF MEMBERS
AT THE CLOSE OF BUSINESS ON 06 MAY 2005
3. RE-APPOINT MR. PETER J. MILINE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
4. RE-APPOINT MR. MAURICE A. WHITE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
6. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
7. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management Against *Management Position Unknown
SET OUT ON PAGES 28 TO 31 OF THE DIRECTORS REPORT
AND ACCOUNTS
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY PREVIOUS AUTHORITY AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO ALLOT RELEVANT SECURITIES SECTION 80 UP
TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP
8,791,812 BEING 33.33% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT 11 MAR 2005; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8 AND TO ALLOT EQUITY
SECURITIES WITHIN THE MEANING OF SECTION 94(3A)
OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
I) WHICH HAVE BEEN OFFERED WHETHER BY WAY OF
RIGHTS ISSUE, OPEN OFFER OR OTHERWISE TO HOLDERS
OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY;
A) TO SELL, FOR THE BENEFIT OF THOSE SHAREHOLDERS
WHO ARE CITIZENS OF RESIDENT IN ANY OVERSEAS
TERRITORY, THAT THE PROCEEDS NET OF EXPENSES
OF GBP 3 OR LESS DUE TO ANY SUCH SHAREHOLDERS
MAY BE RETAINED FOR THE BENEFIT OF THE COMPANY;
B) NOT EXCEEDING IN AGGREGATE GBP 1,318,771;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For *Management Position Unknown
50 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND CHAPTER VII OF PART V OF THE ACT AND SUBJECT
TO THE FOLLOWING PROVISIONS OF THIS RESOLUTION,
TO MAKE MARKET PURCHASES SECTION 163(3) OF
UP TO 17,583,624 REPRESENTING JUST 10% OF THE
COMPANY S ISSUED ORDINARY CAPITAL AS ON 11 MAR
2005 ORDINARY SHARES OF 15P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 15P EXCLUSIVE
OF THE EXPENSES AND NOT MORE THAN 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATION OF AN
ORDINARY SHARE OF THE COMPANY 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
NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PRINCIPAL FINANCIAL GROUP, INC. PFG ANNUAL MEETING DATE: 05/17/2005
ISSUER: 74251V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BETSY J. BERNARD Management For For
JOCELYN CARTER-MILLER Management For For
GARY E. COSTLEY Management For For
WILLIAM T. KERR Management For For
02 APPROVAL OF 2005 DIRECTORS STOCK PLAN Management For For
03 RATIFICATION OF AUDITORS Management For For
04 APPROVAL OF 2005 STOCK INCENTIVE PLAN Management For For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/17/2005
ISSUER: 883556 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN L. LAMATTINA Management For For
MICHAEL E. PORTER Management Withheld Against
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 APPROVAL OF THE COMPANY S 2005 STOCK INCENTIVE Management For For
PLAN.
04 STOCKHOLDER PROPOSAL REGARDING THE VOTE STANDARD Shareholder For Against
FOR DIRECTOR ELECTIONS.
TOTAL SA MIX MEETING DATE: 05/17/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
o.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
o.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT LORD LEVENE OF PORTSOKEN KBE AS A DIRECTOR Management For *Management Position Unknown
FOR A PERIOD OF 3 YEARS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMMERCIAL CODE
AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL
NUMBER OF SHARES SHALL NOT EXCEED 1% OF THE REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES
* PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting *Management Position Unknown
AGREED BY THE BOARD OF DIRECTORS. THANK YOU.
E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against *Management Position Unknown
AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL
CODE OR TO SOME CATEGORIES OF THEM AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *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 REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
o.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
o.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221443, DUE TO CHANGE ADDITIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 17
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
WESTAR ENERGY, INC. WR ANNUAL MEETING DATE: 05/17/2005
ISSUER: 95709T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MOLLIE H. CARTER Management For For
JERRY B. FARLEY Management For For
JAMES S. HAINES, JR. Management For For
ARTHUR B. KRAUSE Management For For
02 AMENDMENT TO ARTICLES OF INCORPORATION THAT CHANGES Management For For
THE NOTICE PERIOD FOR SUBMITTING SHAREHOLDER
PROPOSALS AND SHAREHOLDER NOMINEES
03 RATIFICATION AND CONFIRMATION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005
04 SHAREHOLDER PROPOSAL REGARDING THE PROCESS FOR Shareholder Against For
NOMINATION OF A DIRECTOR
BNP PARIBAS OGM MEETING DATE: 05/18/2005
ISSUER: F1058Q238 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 3,281,771,448.69; PRIOR
RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10,396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL DIVIDEND:
EUR 1,770,438,404.00; CARRY FORWARD ACCOUNT:
EUR 8,579,493,012.17; THE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 2.00 PER SHARE THIS DIVIDEND
WILL BE PAID ON FROM 30 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 75.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES
COMPRISING THE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.6 RATIFY THE CO-OPTATION BY THE BOARD OF DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-FRANCOIS LEPETIT WHO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER
OF THE LATTER S TERM OF OFFICE, UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2007 AND APPROVE
TO RENEW THE TERM OF OFFICE OF MR. JEAN-FRANCOIS
LEPETIT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 18
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2004
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERHARD Management For *Management Position Unknown
CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management For *Management Position Unknown
GRAPPOTTE AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. HELENE Management For *Management Position Unknown
PLOIX AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BAUDOIN Management For *Management Position Unknown
PROT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MRS. LOYOLA DE PALACIO DEL VALLE-LERSUNDI Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.12 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 780,000.00 Management For *Management Position Unknown
TO THE BOARD OF DIRECTORS
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
E.14 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management For *Management Position Unknown
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO OFFICERS AND EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR
TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management For *Management Position Unknown
DIRECTORS TO ALLOCATE, IN ONE OR IN MORE TRANSACTIONS,
EITHER FREE EXISTING SHARES PURCHASED BY THE
COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED
TO EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES
SHALL NOT EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL THE AUTHORITY EXPIRES AT THE END OF
38 MONTHS ; APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; APPROVE TO DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.17 AMEND ARTICLE OF ASSOCIATION NUMBER 7 RELATING Management For *Management Position Unknown
TO THE NUMBER OF DIRECTORS ELECTED BY THE EMPLOYEES
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
* VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting *Management Position Unknown
DURING WHICH THE SHARES ARE BLOCKED FROM BEING
TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING
DATE AND THAT ONCE THE SHARES ARE BLOCKED THE
CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE
IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING
REQUESTING THE SUB-CUSTODIANS TO UNBLOCK THE
SHARES. PLEASE MAKE SURE TO INCORPORATE THE
FOLLOWING COMMENT TO ALL OUTGOING FRENCH MEETINGS:
A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE
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.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774,
7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management *Management Position Unknown
AND THE REPORT OF THE SUPERVISORY BOARD FOR THE
FY 2004
2. APPROVE THE PROFIT APPROPRIATION Management *Management Position Unknown
3. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD
4. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPOINT THE AUDITOR Management *Management Position Unknown
6. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
7. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
8. APPOINT THE SUPERVISORY BOARD Management *Management Position Unknown
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
VOTE GROUP: 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
223984 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.
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 924,552,218.20 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.70 PER ENTITLED NO-PAR
SHARE; THE DIVIDEND ON COMPANY SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE 19 MAY 2005
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 DEUTSCHE TREUHAND GUSELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT AS THE AUDITORS FOR THE FY 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT A PRICES NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
31 OCT 2006; THE TRADING PORTFOLIO SHARES ACQUIRED
FOR SUCH PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL OF THE END OF EACH DAY
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS CURRENT SHARE CAPITAL THROUGH
THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN
10% ABOVE NOR MORE THAN 20% BELOW, THE MARKET
PRICE OF THE SHARES OR BY WAY OF A REPURCHASE
OFFER AT PRICES NEITHER MORE THAN 10% BELOW NOR
MORE THAN 15% ABOVE, THE MARKET PRICE OF SHARES
ON OR BEFORE 31 OCT 2006; AND AUTHORIZE THE BOARD
OF DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING
INSOFAR AS THE SHARES ARE USED FOR ACQUISITION
PURPOSES; IF THE SHARES ARE OFFERED TO THE SHAREHOLDERS
BY WAY OF RIGHTS OFFERING, SHARES SHALL ALSO
BE OFFERED TO HOLDERS WARRANTS, CONVERTIBLE BONDS,
AND PARTICIPATION CERTIFICATES WITH CONVERSATION
RIGHTS; THE SHARES MAY ALSO BE USED FOR THE ISSUE
OF EMPLOYEE SHARES OR WITH IN THE SCOPE OF EXISTING
STOCK OPTION PLANS SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE OR RETIRED
8.1 ELECT DR. KARL-GERHARD EICK AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.2 ELECT PROF. DR. PAUL KIRCHHOF AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.3 ELECT DR. JUR. DR.-ING. E.H. HEINRICH VON PIERER Management For *Management Position Unknown
AS AN OFFICER FOR THE SUPERVISORY BOARD
8.4 ELECT MR. DIETER BERG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
8.5 ELECT MR LUTZ WITTIG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
JETBLUE AIRWAYS CORPORATION JBLU ANNUAL MEETING DATE: 05/18/2005
ISSUER: 477143 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL LAZARUS Management For For
DAVID NEELEMAN Management For For
FRANK SICA Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
METRO AG, DUESSELDORF OGM MEETING DATE: 05/18/2005
ISSUER: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217, B02NST1
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 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT, AS WELL AS THE RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTION PROFIT
OF EUR 355,960,934.62 SHALL BE APPROPRIATED AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.02 PER
ORDINARY SHARE AND EUR 1.122 PER PREFERRED SHARE
EUR 22,364,502.51 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND THE PAYABLE DATE 19 MAY 2005
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. ELECT THE AUDITOR FOR THE FISCAL YEAR 2005; IN Management For *Management Position Unknown
LIGHT OF THE INCREASING INTERNATIONAL EXPANSION
OF THE METRO GROUP, THE SUPERVISORY BOARD INTENDS
TO PROPOSE A CHANGE OF THE AUDITOR TO THE ANNUAL
GENERAL MEETING. IN PREPARATION FOR THIS CHANGE,
A JOINT AUDIT BY THE PROSPECTIVE AND THE CURRENT
AUDITOR SHALL BE CARRIED OUT FOR THE FISCAL YEAR
2005. THE SUPERVISORY BOARD THEREFORE PROPOSES
TO ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
BERLIN AND FRANKFURT/MAIN, AND FASSELT & PARTNER
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, DUISBURG, JOINTLY
AS AUDITORS FOR THE FISCAL YEAR 2005, WITH THE
REQUIREMENT TO JOINTLY AUDIT AND TO JOINTLY ISSUE
AUDIT CERTIFICATES, ALTHOUGH EACH AUDITOR MAY
CARRY OUT SOLE AUDITS AND ISSUE SOLE AUDIT CERTIFICATES
IN CASE THE OTHER AUDITOR SHOULD DROP OUT FOR
A REASON FOR WHICH THE COMPANY IS NOT RESPONSIBLE.
5. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 5% ; FROM THE MARKET PRICE
OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 18 NOV 2006; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO FLOAT THE SHARES ON THE FOREIGN
STOCK EXCHANGE, TO USE THE SHARES IN CONNECTION
WITH THE MERGERS AND ACQUISITIONS, TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHARE HOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE IDENTICAL SHARES,
TO USE THE SHARES FOR THE FULFILLMENT OF OPTION
OR CONVENED RIGHTS, AND WITHIN THE SCOPE OF THE
COMPANY EXECUTION STOCK OPTION PLAN
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION ON THE RIGHT TO SET ASIDE
RESOLUTIONS OF SHAREHOLDERS MEETINGS AS FOLLOWS:
SECTION 15(2), SHAREHOLDERS MEETING BEING PUBLISHED
IN THE ELECTRONIC FEDERAL GAZETTE NO LATER THAN
30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING, SECTION 16(1)1 AND 16(2) SHAREHOLDERS
INTENDING TO ATTEND THE SHAREHOLDERS MEETING
BEING OBLIGED TO REGISTER 7 DAY PRIOR TO THE
SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 16(1)2 AND 16(1)3
DELETION SECTION 17(3) THE CHAIRMAN OF THE SHAREHOLDERS
MEETING MUST BEING AUTHORIZE TO LIMIT THE TIME
FOR QUESTION AND ANSWER AT SHAREHOLDERS MEETING
ENTITLED TO VOTE ARE THOSE SHAREHOLDERS WHOSE
SHARES ARE BLOCKED WITH US FROM 10 MAY 2005,
UNTIL THE CLOSING OF THE MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
* Non-Voting *Management Position Unknown
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/18/2005
ISSUER: 72919P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. STEWART Management For For
LARRY G. GARBERDING Management For For
JOHN M. SHALIKASHVILI Management For For
WABTEC CORPORATION WAB ANNUAL MEETING DATE: 05/18/2005
ISSUER: 929740 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EMILIO A. FERNANDEZ Management For For
LEE B. FOSTER, II Management For For
JAMES V. NAPIER Management For For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/19/2005
ISSUER: 12686C 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 2005.
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/19/2005
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 53 WEEKS Management For *Management Position Unknown
ENDED 02 JAN 2005 AND THE REPORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE FINAL DIVIDEND OF 8.70 PENCE PER Management For *Management Position Unknown
ORDINARY SHARE PAYABLE ON 27 MAY 2005 TO THE
ORDINARY SHAREHOLDERS REGISTERED AT THE CLOSE
OF BUSINESS ON 29 APR 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE REPORT AND ACCOUNTS
4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, , WHO RETIRES BY ROTATION
6. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
RELEVANT SECURITIES AS DEFINED SECTION 80 OF
THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE
NOMINAL AMOUNT OF GBP 85.68 MILLION; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
AS DEFINED IN SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 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, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
12.98 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.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT
TO THE FOLLOWING CONDITIONS: I) THE MAXIMUM NUMBER
OF SUCH ORDINARY SHARES IN THE COMPANY HAS A
TOTAL NOMINAL VALUE OF GBP 25.96 MILLION; II)
THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF EACH SUCH ORDINARY
SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
WHICH MAY BE PAID FOR ANY SUCH ORDINARY SHARE
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; 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
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 232572 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
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 CYMER S 2005 EQUITY INCENTIVE PLAN Management For For
03 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF CYMER FOR
ITS FISCAL YEAR ENDING DECEMBER 31, 2005.
DIGITAL THEATER SYSTEMS, INC. DTSI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 25389G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOERG AGIN Management For For
C. ANN BUSBY Management For For
02 TO RATIFY AND APPROVE PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY
S CORPORATE NAME FROM DIGITAL THEATER SYSTEMS,
INC. TO DTS, INC.
04 TO APPROVE THE DIGITAL THEATER SYSTEMS PERFORMANCE Management For For
INCENTIVE PLAN.
HASBRO, INC. HAS ANNUAL MEETING DATE: 05/19/2005
ISSUER: 418056 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BASIL L. ANDERSON Management For For
ALAN R. BATKIN Management For For
FRANK J. BIONDI, JR. Management For For
JOHN M. CONNORS, JR. Management For For
E. GORDON GEE Management For For
JACK M. GREENBERG Management For For
ALAN G. HASSENFELD Management For For
CLAUDINE B. MALONE Management For For
EDWARD M. PHILIP Management For For
ELI J. SEGAL Management For For
PAULA STERN Management For For
ALFRED J. VERRECCHIA Management For For
02 APPROVAL OF AMENDMENT TO THE 2003 STOCK INCENTIVE Management For For
PERFORMANCE PLAN.
03 RATIFICATION OF KPMG LLP AS THE COMPANY S INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
04 SHAREHOLDER PROPOSAL: HASBRO, INC.- GLOBAL HUMAN Shareholder Against For
RIGHTS STANDARDS.
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/19/2005
ISSUER: 458665 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
DIANNE DILLON-RIDGLEY Management Withheld Against
JUNE M. HENTON Management Withheld Against
CHRISTOPHER G. KENNEDY Management Withheld Against
JAMES B. MILLER, JR. Management Withheld Against
THOMAS R. OLIVER Management Withheld Against
RADIOSHACK CORPORATION RSH ANNUAL MEETING DATE:
05/19/2005
ISSUER: 750438 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANK J. BELATTI Management For For
DAVID J. EDMONDSON Management For For
RONALD E. ELMQUIST Management For For
ROBERT S. FALCONE Management For For
DANIEL R. FEEHAN Management For For
RICHARD J. HERNANDEZ Management For For
ROBERT J. KAMERSCHEN Management For For
GARY M. KUSIN Management For For
H. EUGENE LOCKHART Management For For
JACK L. MESSMAN Management For For
WILLIAM G. MORTON, JR. Management For For
THOMAS G. PLASKETT Management For For
LEONARD H. ROBERTS Management For For
EDWINA D. WOODBURY Management For For
BWT AKTIENGESELLSCHAFT AGM MEETING DATE: 05/20/2005
ISSUER: A1141J105 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315, B05P485
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE: THE ANNUAL REPORT 2005; THE REPORTING Management For *Management Position Unknown
OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BOARD FOR THE FY 2004
4. ELECT THE AUDITORS FOR THE FY 2005 Management For *Management Position Unknown
5. GRANT AUTHORITY TO THE MANAGEMENT BOARD TO REPURCHASE Management For *Management Position Unknown
OF CONFISCATE OWN STOCKUP TO 10% OF THE INITIAL
CAPITAL FOR A DURATION OF 18 MONTHS
COMMERZBANK AG, FRANKFURT OGM MEETING DATE: 05/20/2005
ISSUER: D15642107 ISIN: DE0008032004 BLOCKING
SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 4325538, 5135048, 5700037, 6223641,
7158418, B033823
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 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 149,646,732.25 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.25 PER NO-PAR SHARE EX-DIV.
AND PAYABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE FY 2005 THE AUDITORS
FOR THE YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT PRICE 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 DATE; THIS REPLACES THE AUTHORIZATION
GIVEN ON 12 MAY 2004 AND SHALL BE VALID UNTIL
31 OCT 2006
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 RIGHT OFFERING
IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, OR IF THEY ARE USED FOR ACQUISITION
PURPOSE OR AS EMPLOYEE SHARES; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES;
THIS REPLACES THE AUTHORIZATION GIVEN ON 12 MAY
2004, AND SHALL BE VALID UNTIL 31 OCT 2006
8. AUTHORIZE THE BOARD TO ISSUE BONDS AND /OR PROFIT-SHARING Management For *Management Position Unknown
CERTIFICATES; THIS AUTHORIZATION COMPLEMENTS
THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS
MEETING OF 30 MAY 2003, TO ISSUE BONDS AND/OR
PROFIT-SHARING CERTIFICATES OF UP TO EUR 2,000,000,000
AND CREATE A CONTINGENT CAPITAL OF UP TO EUR
403,000,000; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO ISSUE BONDS AND/OR PROFIT-SHARING
CERTIFICATES OF UP TO EUR 1,500,000,000, POSSIBLY
CONFERRING CONVERTIBLE OR OPTION RIGHTS, AND
IF THE SECURITIES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE OR AGAINST
PAYMENT IN KIND
9. AMEND SECTION 17 TO THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE NEW GERMAN LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET
ASIDE RESOLUTIONS OF THE SHAREHOLDERS
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/20/2005
ISSUER: 887317 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
JESSICA P. EINHORN 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
DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shareholder Against For
SYNOPSYS, INC. SNPS ANNUAL MEETING DATE: 05/23/2005
ISSUER: 871607 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
AART J. DE GEUS Management For For
CHI-FOON CHAN Management For For
BRUCE R. CHIZEN Management For For
DEBORAH A. COLEMAN Management For For
A. RICHARD NEWTON Management For For
SASSON SOMEKH Management For For
ROY VALLEE Management For For
STEVEN C. WALSKE Management For For
02 TO APPROVE A 2005 NON-EMPLOYEE DIRECTORS EQUITY Management For For
INCENTIVE PLAN AND THE RESERVATION OF 300,000
SHARES OF OUR COMMON STOCK FOR ISSUANCE THEREUNDER.
03 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLANS BY 4,000,000 SHARES.
04 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK PURCHASABLE IN TOTAL BY ALL PARTICIPANTS
ON ANY ONE SEMI ANNUAL PURCHASE DATE FROM 1,000,000
SHARES TO 2,000,000 SHARES.
05 TO APPROVE A PROPOSED EXCHANGE OF OUTSTANDING Management Against Against
STOCK OPTIONS ISSUED UNDER OUR STOCK OPTION PLANS
HAVING AN EXERCISE PRICE EQUAL TO OR GREATER
THAN $25.00 PER SHARE, FOR A REDUCED NUMBER OF
NEW OPTIONS WITH NEW VESTING REQUIREMENTS AND
AN EXERCISE PRICE SET AT THE CURRENT MARKET PRICE
ON DATE OF GRANT, SUCH NEW OPTIONS TO BE GRANTED
AFTER THE EXPIRATION OF THE TENDER OFFER.
06 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE Management For For
OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER
31, 2005.
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/24/2005
ISSUER: 004631 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
JOHN CONLIN 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, 2005.
ADVANCED NEUROMODULATION SYSTEMS, IN ANSI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 00757T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HUGH M. MORRISON Management For For
ROBERT C. EBERHART, PHD Management For For
MICHAEL J. TORMA, M.D. Management For For
RICHARD D. NIKOLAEV Management For For
CHRISTOPHER G. CHAVEZ Management For For
JOSEPH E. LAPTEWICZ Management For For
J. PHILIP MCCORMICK Management For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2005 FISCAL YEAR.
03 APPROVAL OF AMENDMENT TO THE ADVANCED NEUROMODULATION Management Against Against
SYSTEMS, INC. 2004 STOCK INCENTIVE PLAN.
KARSTADT QUELLE AG, ESSEN AGM MEETING DATE: 05/24/2005
ISSUER: D38435109 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
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 2004 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 BDO DEUTSCHE WARENTREUHAND AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITOR FOR THE FY 2005
5. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
15(3) REGARDING THE SHAREHOLDERS MEETING BEING
CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY
BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER
TO ATTEND THE SHAREHOLDERS MEETING; SECTION
16 REGARDING SHAREHOLDERS INTENDING TO ATTEND
THE SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OR THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN.
NRG ENERGY, INC. NRG ANNUAL MEETING DATE: 05/24/2005
ISSUER: 629377 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAWRENCE S. COBEN Management For For
HERBERT H. TATE Management For For
WALTER R. YOUNG Management For For
02 AMENDMENT TO ARTICLE SEVEN OF THE AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION
03 AMENDMENT DELETING ARTICLE SIXTEEN OF THE AMENDED Management For For
AND RESTATED CERTIFICATE OF INCORPORATION
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
OMNICELL, INC. OMCL ANNUAL MEETING DATE: 05/24/2005
ISSUER: 68213N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARY E. FOLEY Management For For
RANDY D. LINDHOLM Management Withheld Against
SARA J. WHITE Management For For
WILLIAM H. YOUNGER, JR. Management Withheld Against
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2005.
TRIAD HOSPITALS, INC. TRI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 89579K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. PARSONS Management For For
THOMAS G. LOEFFLER, ESQ Management For For
UWE E. REINHARDT, PH.D. Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS TRIAD S Management For For
REGISTERED INDEPENDENT ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. 1999 LONG-TERM INCENTIVE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 19,000,000
TO 20,500,000.
04 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. MANAGEMENT STOCK PURCHASE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 260,000
TO 520,000.
CHIRON CORPORATION CHIR ANNUAL MEETING DATE: 05/25/2005
ISSUER: 170040 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEWIS W. COLEMAN Management For For
J. RICHARD FREDERICKS Management For For
PAUL L. HERRLING Management For For
HOWARD H. PIEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR CHIRON
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
DEUTSCHE LUFTHANSA AG, KOELN OGM MEETING DATE: 05/25/2005
ISSUER: D1908N106 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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 137,376,000 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.30 PER REG. NO-PAR SHARE
EX-DIVIDEND AND PAYABLE DATE 26 MAY 2005
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. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL GIVEN BY THE SHAREHOLDERS MEETING
OF 19 JUN 2002 OF THE UNUSED PORTION; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 200,000,000 THROUGH
THE ISSUE OF NEW REG. NO-PAR SHARE AGAINST CONTRIBUTION
IN CASH OR KIND, ON OR BEFORE 24 MAY 2010 SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR A CAPITAL
INCREASE AGAINST CONTRIBUTIONS IN KIND IN CONNECTION
WITH MERGERS AND ACQUISITIONS, FOR RESIDUAL AMOUNTS,
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH NOT EXCEEDING 10 PCT OF THE SHARE CAPITAL
IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE SHARES; AND AMEND
THE ARTICLES OF ASSOCIATION
7. APPOINT PWC DEUTSCHE REVISION AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITORS OF THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10 PCT OF THE SHARE CAPITAL, AT A PRICE
NOT DIFFERING MORE THAN 10 PCT FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 24 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL 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
* 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.
EXPRESS SCRIPTS, INC. ESRX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 302182 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY G. BENANAV Management For For
FRANK J. BORELLI Management For For
MAURA C. BREEN Management For For
NICHOLAS J. LAHOWCHIC Management For For
THOMAS P. MACMAHON Management For For
JOHN O. PARKER, JR. Management For For
GEORGE PAZ Management For For
SAMUEL K. SKINNER Management For For
SEYMOUR STERNBERG Management For For
BARRETT A. TOAN Management For For
HOWARD L. WALTMAN Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2005.
FOOT LOCKER, INC. FL ANNUAL MEETING DATE: 05/25/2005
ISSUER: 344849 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PURDY CRAWFORD* Management Withheld Against
NICHOLAS DIPAOLO* Management For For
PHILIP H. GEIER JR.* Management For For
ALAN D. FELDMAN** Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. Management For For
GLAXOSMITHKLINE PLC GSK ANNUAL MEETING DATE: 05/25/2005
ISSUER: 37733W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O2 REMUNERATION REPORT Management For For
O4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR Management For For
O6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A DIRECTOR Management For For
O7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For For
O8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR Management For For
O9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR Management For For
O10 RE-APPOINTMENT OF AUDITORS Management For For
O11 REMUNERATION OF AUDITORS Management For For
S12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Management For For
EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL
EXPENDITURE
S13 DISAPPLICATION OF PRE-EMPTION RIGHTS* Management For For
S14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN Management For For
SHARES*
S15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF Management For For
ASSOCIATION*
S16 DELETION OF ARTICLE 154.2 OF ARTICLES OF ASSOCIATION* Management For For
S17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF ASSOCIATION* Management For For
O5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR Management For For
O1 DIRECTORS REPORT AND FINANCIAL STATEMENTS Management For For
O3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Management For For
GLAXOSMITHKLINE PLC AGM MEETING DATE: 05/25/2005
ISSUER: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
LLP AS A AUDITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO THE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown
OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24
NOV 2006
S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES SECTION 94
OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 20 PASSED AT THE AGM
HELD ON 21 MAY 2001, 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 AS DEFINED IN ARTICLE 12.5 OF THE COMPANY
S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER
OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON
24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE
OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 603158 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAULA H.J. CHOLMONDELEY Management For For
DUANE R. DUNHAM Management For For
STEVEN J. GOLUB Management For For
JEAN-PAUL VALLES Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
NEUROCRINE BIOSCIENCES, INC. NBIX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 64125C ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY A. LYONS Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S 2003 Management For For
INCENTIVE STOCK PLAN INCREASING THE NUMBER OF
SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
FROM 2,300,000 TO 3,300,000 SHARES.
POLYCOM, INC. PLCM ANNUAL MEETING DATE: 05/25/2005
ISSUER: 73172K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT C. HAGERTY Management For For
MICHAEL R. KOUREY Management For For
BETSY S. ATKINS Management For For
JOHN SEELY BROWN Management For For
DURK I. JAGER Management For For
JOHN A. KELLEY Management For For
STANLEY J. MERESMAN Management For For
KEVIN T. PARKER Management For For
THOMAS G. STEMBERG Management For For
02 TO APPROVE THE ADOPTION OF THE COMPANY S 2005 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
03 TO APPROVE THE ADOPTION OF THE COMPANY S PERFORMANCE Management For For
BONUS PLAN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 05/26/2005
ISSUER: 206016 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL A. BAKER Management For For
M.-HELENE PLAIS-COTREL Management For For
PETER L. WILSON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
ENI SPA, ROMA OGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
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 27
MAY 2005. 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 FINANCIAL STATEMENT AT 31 DEC 2004; Management *Management Position Unknown
THE REPORT OF THE DIRECTORS, AUDITORS AND THE
INDEPENDENT AUDITORS
2. APPROVE THE ALLOCATION OF PROFITS Management *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management *Management Position Unknown
4. APPROVE THE ASSIGNMENT OF OWN SHARES TO STOCK Management *Management Position Unknown
OPTION PLAN
5. APPOINT THE NUMBER OF MEMBERS OF THE BOARD OF Management *Management Position Unknown
AUDITORS
6. APPOINT THE DIRECTORS AND APPROVE TO ESTABLISH Management *Management Position Unknown
THE DURATION OF THEIR ASSIGNMENT
7. APPOINT THE BOARD OF DIRECTORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
8. APPOINT THE BOARD OF AUDITORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
ENI SPA, ROMA AGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
VOTE GROUP: 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
ID: 213014 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM THERE WILL BE A SECOND CALL ON 27
MAY 2005. 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 FINANCIAL STATEMENT AS OF 31 DEC Management For *Management Position Unknown
2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL STATEMENT
AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE
EXTERNAL AUDITORS
2. APPROVE THE ALLOCATION OF EARNINGS Management For *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management For *Management Position Unknown
4. APPROVE THE DISPOSAL OF OWN SHARES IN SERVICE Management For *Management Position Unknown
OF A STOCK OPTION PLAN TO THE MANAGERS OF THE
GROUP
5. APPROVE THE NUMBER OF THE MEMBERS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
6. APPROVE TO ESTABLISH THE DURATION OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
8. APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. APPOINT MR. ALBERTO CLO, MR. RENZO COSTI AND Management For *Management Position Unknown
MR. MARCO REBOA PRESENTED BY FINECO ASSET MANAGEMENT
SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA,
BNL GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR
SPA, ERSEL ASSET MANAGEMENT SGR SPA, RAS ASSET
MANAGEMENT SGR SPA, HERMES ADMINISTRATION SERVICES
LIMITED, MEDIOLANUM INTERNATIONAL FUNDS LIMITED,
MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE PASCHI
ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT MANAGEMENT
SGR SPA, PIONEER ASSET MANAGEMENT SA, PIONEER
INVESTMENT MANAGEMENT SGR SPA, ALETTI GESTIELLE
SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT SGR SPA,
HOLDING MORE THAN 1% OF STOCK CAPITAL AND APPOINT
MR.ROBERTO POLI CHAIRMAN , MR. DARIO FRUSCIO,
MR. MARCO PINTO, MARIO RESCA, MR. PAOLO SCARONI,
MR. PIERLUIGI SCIBETTA PRESENTED BY MINISTRY
OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS
A DIRECTORS
9. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF DIRECTORS
10. APPOINT MR. GIORGIO SILVA, MR. RICCARDO PEROTTA Management For *Management Position Unknown
AND MR. MASSIMO GENTILE ALTERNATIVE AUDITOR
PRESENTED BY CANDIDATES PRESENTED BY FINECO
ASSET MANAGEMENT SPA SGR, ARCA SGR SPA, AUREO
GESTIONI SGR SPA, BNL GESTIONI SGR SPA, DWS INVESTMENTS
ITALY SGR SPA, ERSEL ASSET MANAGEMENT SGR SPA,
RAS ASSET MANAGEMENT SGR SPA, HERMES ADMINISTRATION
SERVICES LIMITED, MEDIOLANUM INTERNATIONAL FUNDS
LIMITED, MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE
PASCHI ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT
MANAGEMENT SGR SPA, PIONEER ASSET MANAGEMENT
SA, PIONEER INVESTMENT MANAGEMENT SGR SPA, ALETTI
GESTIELLE SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT
SGR SPA, HOLDING MORE THAN 1% OF STOCK CAPITAL
AND APPOINT MR. PAOLO COLOMBO CHAIRMAN , MR.
FILIPPO DUODO, MR. EDOARDO GRISOLIA AND MR. FRANCESCO
BILOTTI ALTERNATIVE AUDITOR PRESENTED BY THE
MINISTRY OF FINANCE, HOLDING 20,31% OF STOCK
CAPITAL AS THE INTERNAL AUDITORS
11. APPOINT THE CHAIRMAN OF BOARD OF AUDITORS Management For *Management Position Unknown
12. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF AUDITORS AND THE STATUTORY AUDITORS
HCA INC. HCA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 404119 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
C. MICHAEL ARMSTRONG Management For For
M.H. AVERHOFF, M.D. Management For For
JACK O. BOVENDER, JR. Management For For
RICHARD M. BRACKEN Management For For
MARTIN FELDSTEIN Management For For
T.F. FRIST, JR., M.D. Management For For
FREDERICK W. GLUCK Management For For
GLENDA A. HATCHETT Management For For
C.O. HOLLIDAY, JR. Management For For
T. MICHAEL LONG Management For For
JOHN H. MCARTHUR Management For For
KENT C. NELSON Management For For
FRANK S. ROYAL, M.D. Management For For
HAROLD T. SHAPIRO Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT Management For For
AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA 2005 EQUITY INCENTIVE PLAN. Management Against Against
INFORMATICA CORPORATION INFA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 45666Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
A. BROOKE SEAWELL Management For For
MARK A. BERTELSEN Management Withheld Against
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF INFORMATICA CORPORATION FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHANGRI-LA ASIA LTD AGM MEETING DATE: 05/26/2005
ISSUER: G8063F106 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032, B01XWP6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE AUDITED ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITORS FOR THE YE
31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For *Management Position Unknown
3.i RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For *Management Position Unknown
3.ii RE-ELECT MR. LEE YONG SUN AS A DIRECTOR Management For *Management Position Unknown
3.iii RE-ELECT MR. TOW HENG TAN AS A DIRECTOR Management For *Management Position Unknown
3.iv RE-ELECT MR. YE LONGFEI AS A DIRECTOR Management For *Management Position Unknown
4. APPROVE TO FIX THE DIRECTORS FEES INCLUDING Management For *Management Position Unknown
THE FEES PAYABLE TO THE MEMBERS OF THE AUDIT
AND REMUNERATION COMMITTEES
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For *Management Position Unknown
THE AUDITORS AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management Against *Management Position Unknown
OR AFTER THE END OF THE RELEVANT PERIOD TO MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH
WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWERS;
THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL
ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY
TO BE ALLOTTED WHETHER PURSUANT TO AN OPTION
OR OTHERWISE BY THE DIRECTORS OF THE COMPANY
PURSUANT TO THE APPROVAL AS SPECIFIED, OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE AS SPECIFIED
, II) THE EXERCISE OF ANY OPTION UNDER ANY SHARE
OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE
GRANT OR ISSUE TO OPTION HOLDERS OF SHARES IN
THE COMPANY, III) ANY SCRIP DIVIDEND SCHEME OR
SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT
OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND
ON SHARES OF THE COMPANY IN ACCORDANCE WITH THE
BYE-LAWS OF THE COMPANY, IV) THE 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, SHALL NOT EXCEED 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF
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 REQUIRED
BY THE BYE-LAWS OF THE COMPANY OR ANY APPLICABLE
LAWS OF BERMUDA TO BE HELD
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For *Management Position Unknown
THE RELEVANT PERIOD AS SPECIFIED OF ALL POWERS
OF THE COMPANY TO REPURCHASE ITS OWN SHARES ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
HKSE OR ON ANY OTHER STOCK EXCHANGE ON WHICH
THE SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND THE 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
OR ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME AS THE CASE MAY BE ; THE AGGREGATE NOMINAL
AMOUNT OF SHARES OF THE COMPANY REPURCHASED BY
THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE AUTHORITY PURSUANT TO PARAGRAPH
(A) ABOVE SHALL BE LIMITED ACCORDINGLY; 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 REQUIRED BY THE BYE-LAWS OF THE COMPANY OR
ANY APPLICABLE LAWS OF BERMUDA TO BE HELD
6.C AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For *Management Position Unknown
UPON THE PASSING OF RESOLUTION NO. 6.B, AND FOR
THE TIME BEING IN FORCE TO EXERCISE THE POWERS
OF THE COMPANY, TO ALLOT SHARES BE AND IS HEREBY
EXTENDED BY THE ADDITION TO THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL WHICH MAY BE ALLOTTED
OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO
BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURSUANT
TO SUCH GENERAL MANDATE OF 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 SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE
OF THE PASSING OF THIS RESOLUTION
S.7 AMEND THE BYE-LAWS OF THE COMPANY ADOPTED ON Management For *Management Position Unknown
25 MAY 1993 AND AMENDED UP TO 25 MAY 2004 AS
FOLLOWS: A) BY ADDING THE SPECIFIED NEW BYE-LAW
70A IMMEDIATELY AFTER BYE-LAW 70; B) BY DELETING
THE EXISTING BYE-LAW 99 AND REPLACING IT WITH
THE SPECIFIED ONE; C) BY ADDING THE SPECIFIED
PARAGRAPH IMMEDIATELY AFTER THE BYE-LAW 100(III)
AND RE-NUMBERING THE BYE-LAW 100(IV) AS BYE-LAW
100(V); D) BY DELETING THE EXISTING BYE-LAW 182
(II) AND ITS SIDE-NOTE IN THEIR ENTIRETY AND
REPLACING THEM WITH THE SPECIFIED ONE
FLAGSTAR BANCORP, INC. FBC ANNUAL MEETING DATE: 05/27/2005
ISSUER: 337930 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK T. HAMMOND Management Withheld Against
RICHARD S. ELSEA Management Withheld Against
MICHAEL W. CARRIE Management Withheld Against
JAMES D. COLEMAN Management For For
ROBERT O. RONDEAU, JR. Management Withheld Against
02 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF AUTHORIZED
SHARES COMMON STOCK FROM 80 MILLION SHARES TO
150 MILLION SHARES, AND AUTHORIZED SHARES OF
PREFERRED STOCK, FROM 10 MILLION SHARES TO 25
MILLION SHARES.
03 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF DIRECTORS
FROM 11 TO 15.
04 TO AMEND THE OPTION PLAN TO ALLOW AN INCREASE Management Against Against
IN THE NUMBER OF ALLOCATED SHARES.
05 TO SET THE MAXIMUM NUMBER OF INCENTIVE OPTION Management For For
SHARES AVAILABLE FOR ISSUANCE UNDER THE OPTION
PLAN.
06 TO AMEND THE STOCK INCENTIVE PLAN TO ALLOW AN Management Against Against
INCREASE IN THE NUMBER OF ALLOCATED SHARES.
07 TO RATIFY THE INCENTIVE COMPENSATION PLAN. Management For For
SANOFI-AVENTIS SNY ANNUAL MEETING DATE: 05/31/2005
ISSUER: 80105N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
17 POWERS FOR THE ACCOMPLISHMENT OF FORMALITIES Management For For
12 TO INCREASE THE NUMBER OF SHARES TO BE ISSUED Management Against Against
IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT
PREEMPTIVE RIGHTS
14 DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY Management Against Against
TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE
SHARES
16 DELEGATION TO THE BOARD OF DIRECTORS OF POWERS Management For For
TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF
TREASURY SHARES
02 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
04 APPROVAL OF TRANSACTIONS COVERED BY THE STATUTORY Management For For
AUDITORS SPECIAL REPORT
06 REAPPOINTMENT OF A DEPUTY STATUTORY AUDITOR Management For For
08 TERMINATION OF THE AUTHORITY TO ISSUE BONDS Management For For
10 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management Against Against
ISSUANCE, WITHOUT PREEMPTIVE RIGHTS
01 APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS Management For For
03 APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND Management For For
05 REAPPOINTMENT OF A STATUTORY AUDITOR Management For For
07 AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY Management For For
OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY
09 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED
11 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS
OR OTHER ITEMS
13 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE OF SHARES RESERVED FOR EMPLOYEES WITH
WAIVER OF PREEMPTIVE RIGHTS
15 DELEGATION TO THE BOARD TO ALLOT EXISTING OR Management Against Against
NEW SHARES FREE OF CHARGE TO ALL OR SOME SALARIED
EMPLOYEES OF THE GROUP
SANOFI-AVENTIS OGM MEETING DATE: 05/31/2005
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.8 APPROVE TO END TO THE DELEGATION GRANTED TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6
AND GIVEN BY THE GENERAL MEETING OF 13 JUN 2004,
IN ORDER TO ISSUE BONDS
O.9 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY
A MAXIMUM NOMINAL AMOUNT OF EUR 1,400,000,000.00,
BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED THE PREFERENTIAL
SHARE EXCLUDED , SHARES OR ANY SECURITIES GIVING
RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO A
DEBT SECURITY; THE NOMINAL MAXIMUM AMOUNT OF
THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED
BY THE RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF
THE PRESENT MEETING IS SET AT EUR 1,600,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management Against *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
THE PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY
SECURITIES GIVING RIGHT TO THE CAPITAL OR GIVING
THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES;
THE AMOUNT SHALL COUNT AGAINST THE VALUE OF THE
OVERALL CEILING SET FORTH IN RESOLUTION OF THE
PRESENT MEETING AND THOSE GRANTED BY THE RESOLUTIONS
; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITY, TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF CAPITALIZING
PREMIUMS, RESERVES, PROFITS, PREMIUMS OR ANY
OTHER MEANS PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF PAR VALUE OF EXISTING SHARES,
OR BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.12 APPROVE THAT THE BOARD OF DIRECTORS MAY DECIDE Management Against *Management Position Unknown
TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME
PRICE THAN THE ONE OF THE INITIAL ISSUE WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE ; THE NOMINAL
AMOUNT OF THE CAPITAL INCREASED AGAINST THE OVERALL
VALUE SET FORTH IN THE RESOLUTION NUMBER 9 OF
THE PRESENT MEETING; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR
OF THE MEMBERS OF ONE OR MORE OF THE COMPANY
SAVINGS PLANS OF THE GROUP SANOFI-AVENTIS AND
AN AMOUNT WHICH SHALL NOT EXCEED 2% OF THE SHARE
CAPITAL; THE NOMINAL MAXIMUM AMOUNT WHICH COULD
BE REALIZED ACCORDING TO THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD 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, IN SUBSTITUTION Management Against *Management Position Unknown
OF AL AND ANY EARLIER AUTHORITIES, TO GRANT,
IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE
ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO
PURCHASE EXISTING SHARES REPURCHASED BY THE COMPANY,
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS
TO A TOTAL NUMBER OF SHARES WHICH SHALL NOT EXCEED
2.5 OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO
SUBSCRIBE FOR SHARES, IN ACCORDANCE WITH THE
PRESENT DELEGATION, SHALL COUNT AGAINST THE CEILING
SET FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, TO PROCEED Management Against *Management Position Unknown
WITH THE ALLOCATIONS FREE OF CHARGE OF THE COMPANY
S EXISTING SHARES OR TO BE ISSUED THE PREFERENTIAL
SHARES BEING EXCLUDED , IN FAVOR OF BENEFICIARIES
TO BE CHOSEN FROM THE EMPLOYEES AND THE OFFICERS
OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES WHICH WOULD BE REALIZED IN
ACCORDANCE WITH THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION
NUMBER 9 OF THE PRESENT MEETING; 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
O.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITIES, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE COMPANY S
SELF DETAINED SHARES, IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
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
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
AUDIT AS THE STATUTORY AUDITORS FOR A PERIOD
OF 6 YEARS
O.3 APPROVE THE TRANSFER OF THE AMOUNT OF EUR 200,000,000.00, Management For *Management Position Unknown
PURSUANT TO THE ARTICLE 39 OF THE AMENDED FINANCE
LAW, POSTED TO THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS BEING TAKEN IN TO
ACCOUNT (EUR 4,987,500.00) ; DISTRIBUTABLE PROFITS
: EUR 3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR 1,693,685,180.40,
CARRIED FORWARD ACCOUNT : EUR 1,318,895,125.38;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management For *Management Position Unknown
COLL AS PRICEWATERHOUSECOOPERS AUDIT S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR ANY EARLIER AUTHORITY, TO TRADE THE COMPANY
S SHARES ON THE STOCK EXCHANGE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL
NOT EXCEED EUR 12,702,638,858.00 AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THE MEETING HELD ON 18 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 31
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE AUDITORS AND APPROVE
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE
MEETING
GAMESA CORPORACION TECNOLOGICA SA OGM MEETING DATE: 06/01/2005
ISSUER: E54667113 ISIN: ES0143416115
SEDOL: B01CP21, B01D7H3, B01QLN6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For *Management Position Unknown
PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS;
THE MANAGEMENT REPORT OF GAMESA CORPORACION TECHNOLOGICAL,
SOCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP,
FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF
DIRECTORS, RESOLUTIONS CONCERNING APPLICATION
OF PROFITS AND DIVIDEND DISTRIBUTION
2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For *Management Position Unknown
THE DERIVATIVE ACQUISITION OF WON SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
THEN PROCEEDING TO THEIR SALE
3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For *Management Position Unknown
THE FINANCIAL AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE
42 OF THE COMMERCIAL CODE AND SECTION 204 OF
THE SPANISH LIMITED COMPANIES CONSOLIDATION ACT,
TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS
4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS BY MEANS OF CO-OPTATION
5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For *Management Position Unknown
DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AS WELL AS FOR THEIR PUBLIC RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
MAN AG, MUENCHEN AGM MEETING DATE: 06/03/2005
ISSUER: D51716104 ISIN: DE0005937007 BLOCKING
SEDOL: 4546373, 5563520, 5628883, 7159198, B0318P0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004, ALONG WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 154,392,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.05 PER PREFERENCE
SHARE EX-DIVIDEND AND PAYABLE DATE: 06 JUN 2005
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 188,211,200 THROUGH
THE ISSUE OF NEW BEARER NO PAR SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 02
JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS, EXCEPT FOR THE GRANTING OF SUCH RIGHTS
TO BONDHOLDERS, FOR AN AMOUNT OF UP TO 10% OF
THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF IDENTICAL SHARES, FOR RESIDUAL AMOUNTS, AND
FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 1,500,000,000 HAVING A TERM
OF UP TO 20 YEARS AND CONFERRING CONVERTIBLE
OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 02 JUN 2010; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE
ISSUE OF BONDS AT A PRICE NOT MATERIALLY BELOW
THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO OTHER BOND HOLDERS; THE SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 76,800,000
THROUGH THE ISSUE OF NEW BEARER NO PAR SHARES,
INSOFAR AS CONVERTIBLE OR OPTION RIGHTS ARE EXERCISED
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE ORDINARY AND/OR PREFERENCE SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL,
AT PRICES NOT DEVIATING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, ON OR BEFORE 02 DEC
2006; THE SHARES MAY BE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, USED FOR ACQUISITION
PURPOSES OR TO SATISFY EXISTING CONVERTIBLE OR
OPTION RIGHTS, AND RETIRED
8. AMEND THE ARTICLES OF ASSOCIATION REGARDING SHAREHOLDERS Management Against *Management Position Unknown
WISHING TO ATTEND THE SHAREHOLDER MEETING BEING
REQUIRED TO REGISTER WITHIN THE STATUTORY REGISTRATION
PERIOD AND TO PROVIDE EVIDENCE OF THEIR ENTITLEMENT
TO VOTE
9. APPOINT KPMG, MUNICH AS THE AUDITORS FOR THE Management For *Management Position Unknown
FY 2005
10.1 ELECT PROFFESOR DR. RER. POL. RENATE KOECHER Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.2 ELECT MR. MICHAEL BEHRENDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.3 ELECT MR. DR. ING. HERBERT H. DEMEL AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.4 ELECT MR. KLAUS EBERHARDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.5 ELECT MR. DR. RER NAT HUBERTUS VON GRUENBERG Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.6 ELECT MR. DR. JUR KARL-LUDWIG KLEY AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.7 ELECT MR. PROF. DR.ING, DR. H.C. MULT, DR.-ING. Management For *Management Position Unknown
E.H. MULT. JOACHIM MILBERG AS THE MEMBER S OF
THE SUPERVISORY BOARD
10.8 ELECT MR. DR.-ING. E.H. RUDOLF RUPPRECHT AS A Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD
10.9 ELECT MR. PROF. DR. ING, DR. H.C. EKKEHARD D. Management For *Management Position Unknown
SCHULZ AS THE MEMBER S OF THE SUPERVISORY BOARD
10.10 ELECT MR. DR. RER. NAT. HANNS-HELGE STECHL AS Management For *Management Position Unknown
A MEMBER OF THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
INFRASOURCE SERVICES, INC. ANNUAL MEETING DATE:
06/07/2005
ISSUER: 45684P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN A. BRAYMAN Management For For
CHRISTOPHER S. BROTHERS Management Withheld Against
MICHAEL P. HARMON Management Withheld Against
DAVID R. HELWIG Management Withheld Against
IAN A. SCHAPIRO Management Withheld Against
RICHARD S. SIUDEK Management For For
XENOGEN CORPORATION ANNUAL MEETING DATE: 06/07/2005
ISSUER: 98410R ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM A. HALTER Management For For
E. KEVIN HRUSOVSKY Management For For
CHRIS JONES Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS XENOGEN CORPORATION S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 06/09/2005
ISSUER: 01988P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GLEN E. TULLMAN Management For For
M. FAZLE HUSAIN Management For For
02 AMENDMENT TO THE AMENDED AND RESTATED 1993 STOCK Management Against Against
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2005.
GLOBAL POWER EQUIPMENT GROUP INC. GEG ANNUAL MEETING DATE: 06/09/2005
ISSUER: 37941P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ADRIAN W. DOHERTY JR. Management For For
MICHAEL L. GREENWOOD Management For For
JERRY E. RYAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR FISCAL 2005.
PATHMARK STORES, INC. PTMK SPECIAL MEETING DATE: 06/09/2005
ISSUER: 70322A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ISSUANCE TO CERTAIN INVESTMENT Management For For
FUNDS AFFILIATED WITH THE YUCAIPA COMPANIES LLC,
FOR AN AGGREGATE CASH PURCHASE PRICE OF $150,000,000
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/13/2005
ISSUER: 855030 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRENDA C. BARNES Management For For
MARY ELIZABETH BURTON Management For For
RICHARD J. CURRIE Management For For
ROWLAND T. MORIARTY Management For For
02 TO APPROVE STAPLES AMENDED AND RESTATED 2004 Management For For
STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
04 TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM OR Shareholder Against For
VOTE POISON PILL.
BUSINESS OBJECTS S.A. BOBJ ANNUAL MEETING DATE: 06/14/2005
ISSUER: 12328X ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E15 TO ALLOCATE, FREE OF CHARGE, EXISTING ORDINARY Management Against Against
SHARES, OR TO ISSUE NEW ORDINARY SHARES, FREE
OF CHARGE, TO THE EMPLOYEES AND CERTAIN OFFICERS
OF THE COMPANY AND TO THE EMPLOYEES OF THE COMPANY
S SUBSIDIARIES.
E17 AMENDMENTS OF THE COMPANY S ARTICLES OF ASSOCIATION Management For For
TO CONFORM THEM TO THE NEW PROVISIONS OF THE
FRENCH COMMERCIAL CODE.
E18 THE REMOVAL OF THE FIFTEENTH, SEVENTEENTH AND Management For For
TWENTY-FOURTH PARAGRAPHS OF THE ARTICLE 6 OF
THE COMPANY S ARTICLES OF ASSOCIATION.
O19 TO GRANT FULL POWERS OF ATTORNEY TO CARRY OUT Management For For
REGISTRATIONS AND FORMALITIES.
O1 APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O3 ALLOCATION OF EARNINGS FOR THE FISCAL YEAR ENDED Management For For
DECEMBER 31, 2004.
O5 RATIFICATION OF THE APPOINTMENT OF MR. CARL PASCARELLA Management For For
AS DIRECTOR.
O7 RATIFICATION OF REGULATED AGREEMENTS. Management For For
O9 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS Management For For
TO REPURCHASE ORDINARY SHARES OF THE COMPANY.
E11 TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. GERALD
HELD.
O4 RENEWAL OF THE TERM OF OFFICE OF MR. GERALD HELD Management For For
AS DIRECTOR.
E13 TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE PARTICIPANTS IN THE COMPANY EMPLOYEE SAVINGS
PLAN.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O6 APPOINTMENT OF, AS REPLACEMENTS FOR THE SECOND Management For For
STATUTORY AUDITORS, AND THE SECOND ALTERNATE
STATUTORY AUDITORS.
O8 INCREASE OF THE AGGREGATE AMOUNT OF AUTHORIZED Management For For
DIRECTORS FEES.
E10 TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF Management For For
TREASURY SHARES.
E12 TO ISSUE WARRANTS TO SUSBCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. CARL
PASCARELLA.
E14 TO INCREASE THE SHARE CAPITAL TRHOUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE 2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS
TRUST UNDER THE 2004 INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN.
E16 THE AMENDMENT OF THE ARTICLE 7.2 OF THE COMPANY Management Against Against
S ARTICLES OF ASSOCIATION.
CLARINS SA OGM MEETING DATE: 06/14/2005
ISSUER: F18396113 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617, B02PRW3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF STATUTORY AUDITORS, THE CORPORATE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE 31 DEC
2004; APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES
OF EUR 100,257.00 WITH A CORRESPONDING TAX OF
EUR 35,521.00, ACCORDINGLY, AND GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE EXECUTIVE COMMITTEE
AND TO THOSE OF THE SUPERVISORY BOARD AS WELL
AS TO THE AUDITORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
2. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND OF THE STATUTORY
AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FY
3. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management Against *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE; APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED IN THEREIN
4. APPROVE THE APPROPRIATE PROFITS OF EUR 30,774,367.00 Management For *Management Position Unknown
AND THE PRIOR RETAINED EARNINGS OF EUR 32,333,684.00,
APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVES TO APPROPRIATE THE TOTAL
OF EUR 63,108,051.00 AS: RETAINED EARNINGS ACCOUNT
SHOWING A CREDIT BALANCE: EUR 32,333,684.00,
PROFITS FOR THE FY: EUR 30,774,367.00, ALLOCATION
TO THE LEGAL RESERVE: EUR -1,538,718.00, DISTRIBUTABLE
PROFIT OF EUR 61,569,333.00: GLOBAL DIVIDEND:
EUR 27,652,035.00, CARRY FORWARD ACCOUNT SHOWING
A CREDIT BALANCE: EUR 33,917,298.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.80 FOR EACH
SHARE OF A PAR VALUE OF EUR 8.00 EACH, AND WILL
ENTITLE NATURAL PERSONS TO THE 50 % ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 15 JUL 2005
5. APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 100,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD MEMBERS
6. AUTHORIZES THE EXECUTIVE COMMITTEE TO BUY BACK Management For *Management Position Unknown
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 75.00, MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM
AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES:
EUR 20,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
7. AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
8. AUTHORIZES THE EXECUTIVE COMMITTEE TO PROCEED, Management Against *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH ALLOCATIONS
FREE OF CHARGE OF COMPANY S EXISTING ORDINARY
SHARES OR TO BE ISSUED, IN FAVOR OF BENEFICIARIES
TO BE CHOSEN BY IT ARTICLES L.225-197-1 AND
L.225-197-2 OF THE FRENCH COMMERCIAL CODE , PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE TOTAL OF SHARES ISSUED BY THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
9. AMEND THE ARTICLE 7, 10 AND 41 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
10. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
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
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
PHILIPPINE LONG DISTANCE TEL CO MEDIUM TERM NTS BOOK ENTRY AGM MEETING DATE:
06/14/2005
ISSUER: 718252109 ISIN: PH7182521093
SEDOL: 2685319, 6685661
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE TO CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF SERVICE OF NOTICE Management For *Management Position Unknown
AND QUORUM
3. APPROVE THE PRESIDENTS REPORT Management For *Management Position Unknown
4. APPROVE THE AUDITED FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE PERIOD ENDED 31 DEC 2004 CONTAINED IN THE
COMPANY S 2004 ANNUAL REPORT
5. ELECT THE DIRECTORS INCLUDING INDEPENDENT DIRECTORS Management For *Management Position Unknown
FOR THE ENSUING YEAR
6. OTHER BUSINESS Other For *Management Position Unknown
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management *Management Position Unknown
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management Against *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 217283. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management For *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management For *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LOGITECH INTERNATIONAL S.A. LOGI ANNUAL MEETING DATE: 06/16/2005
ISSUER: 541419 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
02 APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED Management For For
ACCOUNTS OF THE LOGITECH GROUP AND ACCOUNTS OF
LOGITECH INTERNATIONAL SA FOR FISCAL YEAR 2005.
REPORT OF THE STATUTORY AND GROUP AUDITORS
03 SHARE SPLIT ON 2 FOR 1 BASIS Management For For
04 APPROPRIATION OF RETAINED EARNINGS Management For For
05 LOWER MINIMUM SHAREHOLDING FOR PLACING ITEMS Management For For
ON THE AGM AGENDA
06 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
7A1 ELECTION OF MATTHEW BOUSQUETTE Management For For
7A2 RE-ELECTION OF FRANK GILL Management For For
7A3 RE-ELECTION OF GARY BENGIER Management For For
07B ELECTION OF AUDITORS Management For For
BLACKBAUD, INC. BLKB ANNUAL MEETING DATE: 06/21/2005
ISSUER: 09227Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PAUL V. BARBER Management For For
MARCO W. HELLMAN Management Withheld Against
02 APPROVE THE AMENDMENT OF OUR 2004 STOCK PLAN Management Against Against
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
RESERVED FOR ISSUANCE THEREUNDER FROM 1,156,250
TO 1,906,250.
03 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
NTT DOCOMO INC. AGM MEETING DATE: 06/21/2005
ISSUER: J59399105 ISIN: JP3165650007
SEDOL: 3141003, 5559079, 6129277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 1,000YEN
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
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
5. APPOINT A CORPORATE AUDITOR Management Against *Management Position Unknown
6. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management Against *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
7. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
OPSWARE INC. OPSW ANNUAL MEETING DATE: 06/21/2005
ISSUER: 68383A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARC L. ANDREESSEN Management For For
MIKE J. HOMER Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Management For For
AS OPSWARE S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDING JANUARY 31, 2006.
SHIRE PHARMACEUTICALS GROUP PLC, BASINGSTOKE HAMPSHIRE AGM MEETING DATE: 06/22/2005
ISSUER: G81083100 ISIN: GB0007998031
SEDOL: 0653608, 0799803, 2766690, 5928754, B02T9G3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE COMPANY S ACCOUNTS FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 TOGETHER WITH THE DIRECTORS
REPORT, DIRECTORS REMUNERATION REPORT AND THE
AUDITORS REPORT ON THOSE ACCOUNTS AND ON THE
AUDITABLE PART OF THE DIRECTORS REMUNERATION
REPORT
2. RE-ELECT MR. MATTHEW WILLIAM EMMENS AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRESIN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
3. RE-ELECT MR. RONALD MAURICE NORDMANN AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
4. RE-ELECT DR. BARRY JOHN PRICE AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
5. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION
OF THE MEETING TO THE CONCLUSION OF THE NEXT
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY
6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For *Management Position Unknown
DETERMINE THE REMUNERATION OF THE MEETING
7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 31 DEC 2004
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO EXERCISE ALL OR ANY OF THE POWERS OF THE
COMPANY TO ALLOT RELEVANT SECURITIES SECTION
80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
8,203,026; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
FROM THE DATE OF THE PASSING OF THIS RESOLUTION
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY, SUBJECT TO THE PASSING
OF PREVIOUS RESOLUTION AND PURSUANT TO SECTION
95 OF THE ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY THE PREVIOUS RESOLUTION,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS EXCLUDING ANY SHAREHOLDERS
HOLDING SHARES AS TREASURY SHARES ; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,230.577;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; AND THE DIRECTORS MAY ALLOT SEQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE ACT OF ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY OF UP TO
49,223,083 ORDINARY SHARES 10% OF THE ISSUED
SHARE CAPITAL OF 5P EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 5P AND IS EQUAL
TO 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATION
FOR AN ORDINARY SHARES IN THE COMPANY DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE
OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
11. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 25,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2006 OR 15 MONTHS
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2005
ISSUER: 835699 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 12 DIRECTORS. Management For For
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
S4 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS REGARDING REMUNERATION
PAID TO EACH DIRECTOR.
SEGA SAMMY HOLDINGS INC, TOKYO AGM MEETING DATE: 06/24/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE PROFIT APPROPRIATION FOR NO.1 TERM: Management For *Management Position Unknown
DIVIDENDS FOR THE CURRENT TERM HAS BEEN AS JPY
60 PER SHARE
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT MR. OSAMU SATOMI AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. HISAO OGUCHI AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. KEISHI NAKAYAMA AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. TOORU KATAMOTO AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. HIDEKI OKAMURA AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. YASUO TAZOE AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. KEIICHIROU HASHIMOTO AS A DIRECTOR Management For *Management Position Unknown
4.1 ELECT MR. KAZUTADA IEDA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.2 ELECT MR. AKIO KIOI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.3 ELECT MR. RYOUICHI ARAI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.4 ELECT MR. TOSHIO HIRAKAWA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
5. ELECT MR. MINEO ENOMOTO AS AN ALTERNATE STATUTORY Management Against *Management Position Unknown
AUDITOR
6. APPROVE THE COMPANY TO GIVE FREE SHARE SUBSCRIPTION Management For *Management Position Unknown
RIGHTS TO EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES
AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL
CODE 280-20 AND 280-21
TESCO PLC AGM MEETING DATE: 06/24/2005
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: 0884709, 5469491, 5474860, B02S3J1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
12. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 530,000,000 TO GBP 535,000,000
BY THE CREATION OF 100,000,000 ORDINARY SHARES
OF 5P EACH
13. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWER Management For *Management Position Unknown
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 AS PAID INSTEAD
OF THE CASH AMOUNT WHICH WOULD OTHERWISE BE DUE
TO THEM IN RESPECT OF ANY DIVIDENDS INCLUDING
THE FINAL DIVIDEND FOR THE FYE 26 FEB 2005, FOR
ANY FINANCIAL PERIOD ENDING ON OR BEFORE 04 APR
2010
14. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80(2)
OF THE ACT OF THE COMPANY UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 129.2 MILLION WHICH IS
EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED
SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY OR
24 JUN 2004 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD
S.15 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE ACT, TO ALLOT EQUITY SECURITIES FOR
CASH PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 OF THE ACT, 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 AMOUNT OF GBP
19.47 MILLION 5% OF THE ISSUED SHARE CAPITAL
; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM
THE DATE OF THE PASSING OF THIS RESOLUTION ;
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.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
WITHIN THE MEANING OF SECTION 163(3) OF THE
ACT OF UP TO 778.70 MILLION SHARES OF 5P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS FROM THE DATE OF
THE PASSING OF THIS RESOLUTION ; 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
17. AUTHORIZE THE COMPANY, TO MAKE DONATIONS TO EU Management For *Management Position Unknown
POLITICAL ORGANIZATION NOT EXCEEDING GBP 100,000
AND TO INCUR EU POLITICAL EXPENDITURE UP TO A
MAXIMUM AGGREGATE AMOUNT OF GBP 100,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR
15 MONTHS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION
18. AUTHORIZE THE TESCO STORES LIMITED, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
100,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 100,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
19. AUTHORIZE THE TESCO IRELAND LIMITED, TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
20. AUTHORIZE THE TESCO VIN PLUS S.A., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
23. AUTHORIZE THE TESCO GLOBAL RT, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATIONNOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
24. AUTHORIZE THE TESCO POLSKA SP Z.O.O., TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 26 FEB 2005
8. ELECT MR. KAREN COOK AS A DIRECTOR Management For *Management Position Unknown
3. APPROVE THE FINAL DIVIDEND OF 5.27 PENCE PER Management For *Management Position Unknown
SHARE BY THE DIRECTORS TO BE DECLARED PAYABLE
ON 01 JUL 2005 TO HOLDERS OF ORDINARY SHARES
REGISTERED AT THE CLOSE OF BUSINESS ON 22 APR
2005
4. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
5. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
6. RE-ELECT MR. TIM MASON AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
7. RE-ELECT MR. DAVID POTTS AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
9. ELECT MR. CAROLYN MCCALL AS A DIRECTOR Management For *Management Position Unknown
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For *Management Position Unknown
REMUNERATION
21. AUTHORIZE THE TESCO STORES CR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
22. AUTHORIZE THE TESCO STORES SR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 26 FEB 2005
BIOMARIN PHARMACEUTICAL INC. BMRN CONTESTED ANNUAL MEETING DATE: 06/28/2005
ISSUER: 09061G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JEAN-JACQUES BIENAIME 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHELL TRANS & TRADING PLC OGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE COMPANY S ANNUAL ACCOUNTS FOR THE FYE Management For *Management Position Unknown
31 DEC 2004 TOGETHER WITH THELAST DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS
AND THE AUDITABLE PART OF THE REMUNERATION REPORT
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT MR. PETER VOSER AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT SIR PETER JOB AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY ROTATION
5. RE-ELECT MR. LORD OXBURGH AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY VIRTUE OF AGE
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY
7. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS OF THE COMPANY
S.8 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS SPECIFIED IN SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 480,000,000 ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P AND NOT MORE THAN 5% ABOVE
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS
PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
9. APPROVE THE LONG-TERM INCENTIVE PLAN LLTP TO Management For *Management Position Unknown
BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO
THE MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE LTIP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
LTIP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE LTIP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
LTIP
10. APPROVE THE DEFERRED BONUS PLAN DBP TO BE CONSTITUTED Management For *Management Position Unknown
BY THE DRAFT RULES PRODUCED TO THE MEETING AND,
FOR THE PURPOSE OF IDENTIFICATION, INITIALED
BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE DBP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
DBP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE DBP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
DBP
11. APPROVE THE RESTRICTED SHARE PLAN RSP TO BE Management For *Management Position Unknown
CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE RSP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
RSP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE RSP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
RSP
SHELL TRANS & TRADING PLC EGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.1 APPROVE THE CAPITAL OF THE COMPANY BE REDUCED Management For *Management Position Unknown
BY CANCELLING AND EXTINGUISHINGALL THE FIRST
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE FIRST PREFERENCE SHARES ,
IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH FIRST PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE DOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER FIRST PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN ON EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY SAVE THAT IN RESPECT OF ANY DAY
DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE
RELEVANT DATE FOR WHICH NO QUOTATIONS FOR SUCH
SHARE WERE PUBLISHED IN THE STOCK EXCHANGE DAILY
OFFICIAL LIST, THERE SHALL, FOR THE PURPOSES
OF THIS CALCULATION, BE SUBSTITUTED THE PRICE
QUOTED BY DATASTREAM, AN INFORMATION SERVICE
PROVIDED BY THOMSON FINANCIAL, IN RESPECT OF
THAT DAY); AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.2 APPROVE THAT, CONDITIONAL ON THE PASSING OF RESOLUTION Management For *Management Position Unknown
1 ABOVE, THAT THE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SECOND
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE SECOND PREFERENCE SHARES
, IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH SECOND PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE CLOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER SECOND PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH. ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN OIL EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY; AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.3 APPROVE THE MODIFICATION, THE ADDITION OR THE Management For *Management Position Unknown
CONDITION SUBJECT TO THE SCHEMEOF ARRANGEMENT
DATED 19 MAY 2005 BETWEEN THE COMPANY AND THE
HOLDERS OF SCHEME SHARES AS SPECIFIED IN THE
SCHEME OF ARRANGEMENT , IN ITS ORIGINAL FORM
OR IMPOSED BY THE HIGH COURT THE SCHEME , AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE
ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR
APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT;
FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME
IN ITS ORIGINAL FORM OR IMPOSED BY THE HIGH COURT,
THE ISSUED SHARE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SCHEME
SHARES; APPROVE THE FORTHWITH AND THE CONTINGENT
REDUCTION OF THE CAPITAL SET OUT IN THIS RESOLUTION
ABOVE TAKING EFFECT: A) THE AUTHORIZED SHARE
CAPITAL OF THE COMPANY SHALL BE INCREASED BY:
I) THE CREATION OF SUCH NUMBER OF ORDINARY SHARES
OF 25 PENCE EACH AS SHALL BE EQUAL TO THE AGGREGATE
NUMBER OF SCHEME SHARES CANCELLED PURSUANT TO
THIS RESOLUTION ABOVE LESS ONE; AND (II) AMEND
THE CREATION OF 1 DIVIDEND ACCESS SHARE OF 25
PENCE HAVING THE RIGHTS ATTACHING TO IT AS SET
OUT IN THE ARTICLES OF ASSOCIATION OF THE COMPANY
IN ACCORDANCE WITH THIS RESOLUTION THE DIVIDEND
ACCESS SHARE ; AND B) THE COMPANY SHALL APPLY
THE RESERVE ARISING AS A RESULT OF THE CANCELLATION
OF THE SCHEME SHARES IN PAYING UP IN FULL AT
PAR: I) THE ORDINARY SHARES OF 25 PENCE EACH
CREATED PURSUANT TO THIS RESOLUTION I) ABOVE
AND SUCH ORDINARY SHARES BE ALLOTTED AND ISSUED,
CREDITED AS FULLY PAID AND FREE FROM ALL LIENS,
CHARGES, ENCUMBRANCES, RIGHTS OF PRE-EMPTION
OR ANY OTHER THIRD PARTY RIGHTS OF ANY NATURE
WHATSOEVER, TO ROYAL DUTCH SHELL AND/OR ITS NOMINEE(S);
AND II) THE DIVIDEND ACCESS SHARE AND SUCH DIVIDEND
ACCESS SHARE SHALL BE ALLOTTED AND ISSUED, CREDITED
AS FULLY PAID AND FREE FROM ALL LIENS, CHARGES,
ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR ANY OTHER
THIRD PARTY RIGHTS OF ANY NATURE WHATSOEVER,
TO HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
IN ITS CAPACITY, AS TRUSTEE OF THE DIVIDEND ACCESS
TRUST; AND AUTHORIZE THE DIRECTORS OF THE COMPANY,
PURSUANT TO AND IN ACCORDANCE WITH SECTION 80
OF THE COMPANIES ACT, TO ALLOT THE ORDINARY SHARES
OF 25 PENCE EACH CREATED PURSUANT TO THIS RESOLUTION
ABOVE AND THE DIVIDEND ACCESS SHARE, PROVIDED
THAT: A) THIS AUTHORITY SHALL BE WITHOUT PREJUDICE
TO ANY SUBSISTING AUTHORITY CONFERRED ON THE
DIRECTORS OF THE COMPANY UNDER THE SAID SECTION
80; B) THE MAXIMUM NUMBER OF SHARES WHICH MAY
BE ALLOTTED HEREUNDER IS THE NUMBER OF SHARES
CREATED PURSUANT TO PARAGRAPH 3.3(A) ABOVE; AND
C) THIS AUTHORITY SHALL EXPIRE AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AFTER THE PASSING
OF THE RESOLUTION; AND AMEND ARTICLES 5 A , 60
A AND 168 AS NEW ARTICLES OF THE COMPANY
SHELL TRANS & TRADING PLC CRT MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE A SCHEME OF ARRANGEMENT PURSUANT TO SECTION Management For *Management Position Unknown
425 OF THE COMPANIES ACT 1985 PROPOSED TO BE
MADE BETWEEN THE SHELL TRANSPORT AND TRADING
COMPANY, PLC THE COMPANY AND THE HOLDERS
OF THE SCHEME SHARES
ECLIPSYS CORPORATION ECLP ANNUAL MEETING DATE: 06/29/2005
ISSUER: 278856 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EUGENE V. FIFE Management For For
BRADEN R. KELLY Management For For
02 TO APPROVE THE 2005 STOCK INCENTIVE PLAN AND Management Against Against
TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 2,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
03 TO APPROVE THE 2005 EMPLOYEE STOCK PURCHASE PLAN Management For For
AND TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 1,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK.
04 TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
KOMERI CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J3590M101 ISIN: JP3305600003
SEDOL: 6496250, B05PDW2
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 JY13.5, FINAL JY 14.5, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown
2.2 ELECT DIRECTOR Management For *Management Position Unknown
2.3 ELECT DIRECTOR Management For *Management Position Unknown
2.4 ELECT DIRECTOR Management For *Management Position Unknown
2.5 ELECT DIRECTOR Management For *Management Position Unknown
2.6 ELECT DIRECTOR Management For *Management Position Unknown
2.7 ELECT DIRECTOR Management For *Management Position Unknown
SHISEIDO CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J74358144 ISIN: JP3351600006
SEDOL: 5478011, 6805265, B01F3C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 13
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
AUDITORS
6. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS TOCK OPTIONS AS EXECUTIVE COMPENSATION-TYPE
STOCK OPTIONS; PLEASE REFER TO THE PAGE 56 OF
THE PROXY STATEMENT FOR THE DETAILS OF THE PROPOSAL
7. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management Against *Management Position Unknown
AS STOCK OPTIONS AS EMPLOYEE INCENTIVE-TYPE AND
REWARD-TYPE STOCK OPTIONS; PLEASE REFER TO THE
PAGE 62 OF THE PROXY STATEMENT FOR THE DETAILS
OF THE PROPOSAL
Exeter Fund, Inc. Pro-Blend Extended Term Series
TICKER: MNBAX
PROXY VOTING RECORD
7/1/2004-6/30/2005
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/21/2004
ISSUER: 755081 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN S. LUPO Management For For
THOMAS R. SHEPHERD Management For For
02 TO APPROVE THE 2004 RAYOVAC INCENTIVE PLAN. Management For For
03 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2004.
NATIONAL GRID TRANSCO PLC AGM MEETING DATE: 07/26/2004
ISSUER: G6375K102 ISIN: GB0031223877
SEDOL: 3122387, B02SZP1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT AND THE ACCOUNTS FOR THE YE Management For *Management Position Unknown
31 MAR 2004 AND THE AUDITORS REPORT ON THE ACCOUNTS
2. DECLARE A FINAL DIVIDEND OF 11.87 PENCE PER ORDINARY Management For *Management Position Unknown
SHARE USD 1.0500 PER AMERICAN DEPOSITARY SHARE
FOR THE YE 31 MAR 2004
3. RE-APPOINT MR. MIKE JESARIA AS A DIRECTOR Management For *Management Position Unknown
4. RE-APPOINT MR. MARIA RICHTER AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MR. JAMES ROSS AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. JOHN GRANT AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT MR. EDWARD ASTLE AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
COMPANY AUDITOR AND AUTHORIZE THE DIRECTORS TO
SET THEIR REMUNERATION
9. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 MAR 2004
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY AND PURSUANT TO THE SECTION
80 OF THE COMPANIES ACT 1985 ACT , TO ALLOT
RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 102,929,251;
AUTHORITY EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS IN SUBSTITUTION FOR ANY Management For *Management Position Unknown
EXISTING AUTHORITY, AND PURSUANT TO SECTION 95
OF THE ACT TO ALLOT EQUITY SECURITIES SECTION
94(2) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AND/OR TO SELL THE EQUITY SECURITIES
HELD AS TREASURY SHARES FOR CASH PURSUANT TO
THE SECTION 162D OF THE ACT, IN EACH CASE AS
IF SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 15,439,387; AUTHORITY
EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE ACT OF UP TO 308,787,755
ORDINARY SHARES OF 10 PENCE EACH, AT A MINIMUM
PRICE OF 10 PENCE AND NOT MORE THAN 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CLOSE OF
THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
14. APPROVE THE REDEMPTION OF THE SPECIAL RIGHTS Management For *Management Position Unknown
NON-VOTING REDEEMABLE PREFERENCESHARE OF GBP
1 IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
BE CANCELLED AND THE AMOUNT OF THE COMPANY S
AUTHORIZED CAPITAL BE DIMINISHED ACCORDINGLY
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM MEETING DATE:
07/26/2004
ISSUER: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195, B01ZL33
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE SALE OF ALL.CLAD Management *Management Position Unknown
2. APPROVE THE INCREASE IN THE AUTHORIZED SHARE Management *Management Position Unknown
CAPITAL OF THE COMPANY
3. AMEND THE ARTICLES FOR THE PURPOSE OF AUTHORIZING Management *Management Position Unknown
THE DIRECTORS TO ALLOT RELEVANT SECURITIES UP
TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL
OF THE COMPANY
S.4 AUTHORIZE THE DIRECTOR TO ALLOT EQUITY SECURITIES Management *Management Position Unknown
IN CERTAIN CIRCUMSTANCES
VODAFONE GROUP PLC VOD ANNUAL MEETING DATE: 07/27/2004
ISSUER: 92857W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For
03 TO RE-ELECT PETER BAMFORD AS A DIRECTOR Management For For
04 TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR Management For For
05 TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)
06 TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
07 TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE Management For For
PER ORDINARY SHARE
08 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
09 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, Management For For
ELECTIONS AND REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management For For
16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For
UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES
OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS
AND OFF-MARKET PURCHASES+
MCKESSON CORPORATION MCK ANNUAL MEETING DATE: 07/28/2004
ISSUER: 58155Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN H. HAMMERGREN Management For For
ROBERT W. MATSCHULLAT Management For For
M. CHRISTINE JACOBS Management For For
02 RATIFYING THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS.
P.T. TELEKOMUNIKASI INDONESIA, TBK TLK ANNUAL MEETING DATE: 07/30/2004
ISSUER: 715684 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DISPENSATION FOR THE DELAY OF CONVENING OF THE Management For For
MEETING.
02 APPROVAL OF THE COMPANY S ANNUAL REPORT FOR THE Management For For
FINANCIAL YEAR 2003.
03 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE
(VOLLEDIQ ACQUIT ET THE CHARGE) TO THE MEMBERS
OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS.
04 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For For
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
05 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For For
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
06 APPROVAL OF THE SPLIT OF NOMINAL VALUE FOR THE Management For For
SERIES A AND B SHARES OF THE COMPANY.
07 APPROVAL OF THE AMENDMENT TO THE ARTICLES OF Management For For
ASSOCIATION OF THE COMPANY ESPECIALLY IN RELATION
TO THE SPLIT OF NOMINAL VALUE OF THE COMPANY
S SHARES.
08 DETERMINATION OF THE REMUNERATION FOR MEMBERS Management For For
OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
IN 2004 FINANCIAL YEAR.
P.T. TELEKOMUNIKASI INDONESIA, TBK TLK ANNUAL MEETING DATE: 07/30/2004
ISSUER: 715684 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL TO CONVENE THE MEETING FOR THE FINANCIAL Management For For
YEAR 2003 ON JULY 30, 2004 AND APPROVAL OF THE
COMPANY S ANNUAL REPORT FOR THE FINANCIAL YEAR
2003.
02 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS.
03 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For For
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
04 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For For
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
05 APPROVAL OF THE SPLIT OF NOMINAL VALUE OF THE Management For For
SERIES A AND B SHARES OF THE COMPANY.
06 APPROVAL OF THE AMENDMENT TO THE ARTICLE OF ASSOCIATION Management For For
OF THE COMPANY ESPECIALLY IN RELATION TO THE
SPLIT OF THE NOMINAL VALUE OF THE COMPANY S SHARES.
07 DETERMINATION OF THE REMUNERATION FOR THE MEMBERS Management For For
OF DIRECTORS AND THE BOARD OF COMMISSIONERS IN
2004 FINANCIAL YEAR.
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM MEETING DATE: 07/30/2004
ISSUER: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DISPENSATION FOR THE DELAY OF CONVENING Management *Management Position Unknown
OF THE MEETING
2. APPROVE THE COMPANY S ANNUAL REPORT FOR THE FY Management *Management Position Unknown
2003
3. RATIFY THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS Management *Management Position Unknown
OF THE COMPANY FOR THE FY AND GRANT FULL DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS
4. APPROVE THE PROFIT UTILIZATION INCLUDING DISTRIBUTION Management *Management Position Unknown
OF DIVIDEND FOR THE FY 2003
5. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management *Management Position Unknown
RECORDS FOR THE FY 2004
6. APPROVE THE SPLIT OF NOMINAL VALUE OF THE SERIES Management *Management Position Unknown
A AND B SHARES OF THE COMPANY
7. AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management *Management Position Unknown
IN RELATION TO THE SPLIT OF THE NOMINAL VALUE
OF THE COMPANY SHARES
8. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Management *Management Position Unknown
BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
FOR THE FY 2004
COURTS MAMMOTH BHD AGM MEETING DATE: 08/27/2004
ISSUER: Y1769W101 ISIN: MYL5023OO006
SEDOL: 6293387
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE STATUTORY FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE YE 31 MAR 2004 TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS THEREON
2. APPROVE PAYMENT OF DIRECTORS FEES FOR THE FYE Management For *Management Position Unknown
31 MAR 2004
3. RE-ELECT MR. TAN SIEW LAY AS A DIRECTOR PURSUANT Management For *Management Position Unknown
TO THE ARTICLE 75 OF THE COMPANY S ARTICLES OF
ASSOCIATION
4. RE-ELECT MR. MOHD TALHAR BIN ABDUL RAHMAN AS Management For *Management Position Unknown
A DIRECTOR PURSUANT TO THE ARTICLE 75 OF THE
COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. BARII SPENCER BIN ABDULLAH @ BARRY Management For *Management Position Unknown
FRANCIS SPENCER AS A DIRECTORPURSUANT TO THE
ARTICLE 75 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. ELECT MR. CHRISTOPHER MICHAEL LEE AS A DIRECTOR Management For *Management Position Unknown
7. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF MYR Management For *Management Position Unknown
0.035 SEN PER SHARE, TAX EXEMPT, AMOUNTING TO
MYR 9.87 MILLION IN RESPECT OF THE FYE 31 MAR
2004
8. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
9. APPROVE THAT, SUBJECT TO THE COMPANIES ACT, 1965, Management For *Management Position Unknown
THE ARTICLES OF ASSOCIATIONOF THE COMPANY FROM
BURSA MALAYSIA SECURITIES BERHAD BURSA SECURITIES
AND OTHER RELEVANT GOVERNMENT/REGULATORY IS
NECESSARY, AND AUTHORIZE THE DIRECTORS PURSUANT
TO SECTION 132D OF THE COMPANIES ACT, 1965 TO
ISSUE NEW ORDINARY SHARES OF MYR 0.50 EACH IN
THE COMPANY, UPON SUCH TERMS AND CONDITIONS AND
FOR SUCH PURPOSES AND TO SUCH PERSONS WHOMSOEVER
THE DIRECTORS MAY, IN THEIR ABSOLUTE DISCRETION
DEEM FIT AND EXPEDIENT IN THE INTEREST OF THE
COMPANY, AND THE AGGREGATE NUMBER OF SHARES ISSUED
PURSUANT SHALL NOT EXCEED 10% OF THE ISSUED AND
PAID-UP SHARE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY
10. AUTHORIZE THE DIRECTORS TO PURCHASE UP TO 10% Management For *Management Position Unknown
OF THE COMPANY S OWN SHARES PURSUANT TO SECTION
67A OF THE COMPANY ACT 1965, ACT RULES, REGULATIONS
AND ORDERS MADE PURSUANT TO THE ACT, PROVISIONS
OF THE COMPANY S MEMORANDUM AND ARTICLES OF ASSOCIATION
AND THE REQUIREMENTS OF BURSA MALAYSIA SECURITIES
BERHAD BURSA SECURITIES , AND TO MAKE PURCHASES
OF ORDINARY SHARES OF MYR 0.50 EACH IN THE COMPANY
S ISSUED AND PAID-UP SHARE CAPITAL THROUGH BURSA
SECURITIES UPON SUCH TERMS AND CONDITIONS AND
FOR SUCH PURPOSES AS THE DIRECTORS MAY, IN THEIR
DISCRETION DEEM FIT, SUBJECT FURTHER TO; THE
MAXIMUM NUMBER OF ORDINARY SHARES WHICH MAY BE
PURCHASED AND/OR HELD BY THE COMPANY SHALL BE
10% OF THE ISSUED AND PAID-UP ORDINARY SHARE
CAPITAL OF THE COMPANY CMB SHARES ; THE MAXIMUM
FUND TO BE ALLOCATED BY THE COMPANY FOR THE PURPOSE
OF PURCHASING THE CMB SHARES SHALL NOT EXCEED
THE AGGREGATE OF THE RETAINED PROFITS AND THE
SHARE PREMIUM ACCOUNT OF THE COMPANY, AND THE
AUDITED RETAINED PROFITS AND SHARE PREMIUM OF
THE COMPANY WERE MYR 299.5 MILLION AND MYR 109.2
MILLION RESPECTIVELY; AND AUTHORIZE THE DIRECTORS
OF THE COMPANY TO DEAL WITH THE CMB SHARES AS:
A) TO CANCEL THE CMB SHARES SO PURCHASED; OR
B) TO RETAIN THE CMB SHARES SO PURCHASED AS TREASURY
SHARES FOR DISTRIBUTION AS DIVIDEND TO THE SHAREHOLDERS
AND/OR RESALE ON THE MARKET OF BURSA SECURITIES
AND/OR FOR CANCELLATION SUBSEQUENTLY; OR C) TO
RETAIN PART OF THE CMB SHARES SO PURCHASED AS
TREASURY SHARES AND CANCEL THE REMAINDER AND
IN ANY OTHER MANNER AS PRESCRIBED BY THE ACT,
RULES, REGULATIONS AND ORDERS MADE PURSUANT TO
THE ACT AND THE REQUIREMENTS OF BURSA SECURITIES
AND ANY OTHER RELEVANT AUTHORITY FOR THE TIME
BEING IN FORCE; 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 REQUIRED BY LAW
TO BE HELD ; AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO TAKE ALL SUCH STEPS AS ARE NECESSARY
OR EXPEDIENT AND TO ENTER INTO ANY AGREEMENTS,
ARRANGEMENTS AND GUARANTEES WITH ANY PARTY OR
PARTIES TO IMPLEMENT OR TO EFFECT THE PURCHASE(S)
OF THE CMB SHARES WITH FULL POWERS TO ASSENT
TO ANY CONDITIONS, NOTIFICATIONS, REVALUATIONS,
VARIATIONS AND/OR AMENDMENTS IF ANY AS MAY
BE REQUIRED BY THE RELEVANT AUTHORITIES
* TRANSACT ANY OTHER BUSINESS Non-Voting *Management Position Unknown
INTERBREW SA, BRUXELLES EGM MEETING DATE: 08/27/2004
ISSUER: B5096U121 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. APPROVE THE NEW AUTHORIZED CAPITAL AND THE AMENDMENTS Management Abstain *Management Position Unknown
TO THE ARTICLES OF ASSOCIATION
2. ACKNOWLEDGEMENT OF DIRECTORS INDEPENDENCE WITHIN Management For *Management Position Unknown
THE MEANING OF ARTICLE 524 OF THE COMPANIES CODE
3. APPROVE THE CAPITAL INCREASE BY WAY OF ISSUANCE Management For *Management Position Unknown
OF 141,712,000 NEW ORDINARY SHARES FURTHER TO
A CONTRIBUTION IN KIND WITH CONDITIONAL CLOSING
4. APPROVE THE CONDITIONAL CHANGE OF NAME Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6. APPROVE THE CONDITIONAL RESIGNATION OF DIRECTORS Management For *Management Position Unknown
AND CONDITIONAL APPOINTMENT OF DIRECTORS
7. APPROVE THE CONDITIONAL SETTING OF REMUNERATION Management For *Management Position Unknown
OF ALL DIRECTORS
8. POWERS Management For *Management Position Unknown
HELEN OF TROY LIMITED HELE ANNUAL MEETING DATE: 08/31/2004
ISSUER: G4388N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY B. ABROMOVITZ Management For For
JOHN B. BUTTERWORTH Management For For
CHRISTOPHER L CARAMEROS Management For For
TIM F. MEEKER Management For For
BYRON H. RUBIN Management For For
GERALD J. RUBIN Management For For
STANLEE N. RUBIN Management For For
JAMES C. SWAIM Management For For
DARREN G. WOODY Management For For
02 TO APPROVE AN AMENDMENT TO THE HELEN OF TROY Management Against Against
LIMITED 1998 STOCK OPTION AND RESTRICTED STOCK
PLAN.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS OF THE COMPANY TO SERVE FOR THE 2005
FISCAL YEAR.
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/01/2004
ISSUER: 832248 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAY A. GOLDBERG Management For For
JOHN T. SCHWIETERS Management For For
MELVIN O. WRIGHT 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 1, 2005.
03 SHAREHOLDER PROPOSAL REGARDING THE REPORTING Shareholder Against For
OF POLITICAL CONTRIBUTIONS.
04 SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shareholder For Against
REPORT.
KEYENCE CORP AGM MEETING DATE: 09/16/2004
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: 5998735, 6490995, B02HPZ8
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 JY0, FINAL JY 5, SPECIAL JY
0
2 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
SCHOLASTIC CORPORATION SCHL ANNUAL MEETING DATE:
09/21/2004
ISSUER: 807066 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. DAVIES Management For For
PETER M. MAYER Management For For
JOHN G. MCDONALD Management For For
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/23/2004
ISSUER: 94769M ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARK J. ADLER, M.D. Management For For
HERMAN SARKOWSKY Management For For
02 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE CERTAIN VOTING RIGHTS
TO THE HOLDERS OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK AND TO INSERT A SENTENCE RECITING
THE TOTAL NUMBER OF SHARES OF ALL CAPITAL STOCK
THAT WEBMD IS AUTHORIZED TO ISSUE.
03 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK FROM 5,000,000 TO 10,000. PROPOSAL
3 IS EXPRESSLY CONDITIONED UPON THE APPROVAL
OF PROPOSALS 2 AND 4 BY STOCKHOLDERS, AND WILL
NOT BE EFFECTIVE UNLESS BOTH PROPOSALS 2 AND
4 ARE ALSO APPROVED.
04 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO CLARIFY THE AUTHORITY OF
WEBMD S BOARD OF DIRECTORS TO DESIGNATE AND AUTHORIZE
THE ISSUANCE OF NEW SERIES OF PREFERRED STOCK
WITH VOTING RIGHTS. PROPOSAL 4 IS EXPRESSLY CONDITIONED
UPON THE APPROVAL OF PROPOSALS 2 AND 3 BY STOCKHOLDERS,
AND WILL NOT BE EFFECTIVE UNLESS BOTH PROPOSALS
2 AND 3 ARE ALSO APPROVED.
DON QUIJOTE CO LTD AGM MEETING DATE: 09/28/2004
ISSUER: J1235L108 ISIN: JP3639650005
SEDOL: 5767753, 6269861
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 JY0, FINAL JY 30, 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
4 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR DIRECTORS
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR STATUTORY AUDITORS
6 APPROVE EXECUTIVE STOCK OPTION PLAN Management For *Management Position Unknown
DIAGEO PLC AGM MEETING DATE: 10/20/2004
ISSUER: G42089113 ISIN: GB0002374006
SEDOL: 0237400, 5399736, 5409345, 5460494
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.11 AMEND ARTICLE 46.1 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
OF THE COMPANY
13. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
14. AUTHORIZE THE BOARD TO AMEND THE DIAGEO EXECUTIVE Management For *Management Position Unknown
SHARE OPTION PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
15. AMEND THE DISCRETIONARY INCENTIVE PLAN IN ACCORDANCE Management For *Management Position Unknown
WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE
MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
16. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 2001 Management For *Management Position Unknown
SHARE INCENTIVE PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
17. AUTHORIZE THE BOARD TO AMEND THE UK SHARESAVE Management For *Management Position Unknown
SCHEME 2000 IN ACCORDANCE WITH THE SCHEDULE OF
AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO
THE PASSING OF RESOLUTION 11
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For *Management Position Unknown
AND THE ACCOUNTS FOR THE YE 30 JUN 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 30 JUN 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
5. RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
6. RE-ELECT MR. P.A. WALKER AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
7. ELECT MR. H.T. STITZER AS A DIRECTOR Management For *Management Position Unknown
8. ELECT MR. J.R. SYMONDS AS A DIRECTOR Management For *Management Position Unknown
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY PARAGRAPH 4.3 OF ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 19 JAN 2006, WHICHEVER IS EARLIER AND FOR
SUCH PERIOD THE MAXIMUM AMOUNT OF EQUITY SECURITIES
WHICH THE DIRECTORS MAY SO ALLOT IN ACCORDANCE
WITH PARAGRAPH 4.4 (C) OF ARTICLE 4 SECTION
95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE
4.4(C) SHALL BE GBP 44,234,986
S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163 OF THE COMPANIES ACT 1985 AS AMENDED
OF UP TO 305,752,223 OF ITS ORDINARY SHARES
OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE
OF 28 101/108 PENCE FOR AN ORDINARY SHARE AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
18. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 1999 Management For *Management Position Unknown
IRISH SHARESAVE SCHEME IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING,
SUBJECT TO THE PASSING OF RESOLUTION 11
19. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL
LIMIT ON ANNUAL AWARDS UNDER THE LONG TERM INCENTIVE
PLAN IS INCREASED TO 250% OF ANNUAL SALARY
TELECOM ITALIA SPA, MILANO SGM MEETING DATE: 10/25/2004
ISSUER: T92778108 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
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS 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 REPORT OF THE COMMON REPRESENTATIVE Management For *Management Position Unknown
RELATED TO THE FUNDS ESTABLISHED FOR THE EXPENSES
NECESSARY TO THE DEFENCE OF THE COMMON INTERESTS
2. APPOINT THE COMMON REPRESENTATIVE AND FIX THE Management For *Management Position Unknown
EMOLUMENT
THE NEWS CORPORATION LIMITED NWSA ANNUAL MEETING DATE: 10/26/2004
ISSUER: 652487 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 SHARE SCHEME MEETING OF PREFERRED SHAREHOLDERS. Management For For
APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE
INFORMATION MEMORANDUM.
02 CAPITAL REDUCTION MEETING. APPROVAL OF THE CAPITAL Management For For
REDUCTION BY CANCELLATION OF ALL SHARES IN THE
COMPANY.
ADS IF YOU MARK THE AGAINST BOX, YOU WILL NOT VOTE Management For For
AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES
AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING
WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY
IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS.
WACHOVIA CORPORATION WB SPECIAL MEETING DATE: 10/28/2004
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Management For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL
MERGE WITH AND INTO WACHOVIA, AS MORE FULLY DESCRIBED
IN THE JOINT PROXY STATEMENT-PROSPECTUS DATED
SEPTEMBER 24, 2004.
CIE GENERALE DE GEOPHYSIQUE SA, MASSY MIX MEETING DATE: 10/29/2004
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.1 APPROVE, THE ISSUE OF BONDS FOR A TOTAL NOMINAL Management For *Management Position Unknown
AMOUNT OF USD 84,980,000.00, WHICH CORRESPONDS
TO 14,000 BONDS OF A PAR VALUE OF USD 6,070.00
EACH, CONVERTIBLE INTO COMPANY S NEW SHARES AND
REDEEMABLE INTO COMPANY S NEW AND-OR EXISTING
SHARES AND-OR BY CASH, OF WHICH INTERESTS ARE
PAYABLE IN NEW AND-OR EXISTING SHARES AND-OR
BY CASH TO BE SUBSCRIBED BY CASH; THE ISSUE OF
BONDS MAY LEAD TO THE ISSUE TO THE PROFIT OF
THE BONDHOLDERS OF A MAXIMUM OF: (-) 1,400,000
SHARES OF A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING
TO A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,800,000.00, (-) 2,000,000 SHARES OF
A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000.00, (-) 1,200,000 SHARES OF
A PAR VALUE OR EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,400,000.00, AND A GLOBAL ISSUE OF A
MAXIMUM OF 4,599,900 SHARES OF A PAR VALUE OF
EUR 2.00 EACH CORRESPONDING TO A CAPITAL INCREASE
OF A MAXIMUM NOMINAL AMOUNT OF EUR 9,199,800.00
O.2 AUTHORIZE, THE BOARD OF DIRECTORS WITH THE POSSIBILITY Management For *Management Position Unknown
OF DELEGATION TO THE CHAIRMAN AND MANAGING DIRECTOR,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.3 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 13 MAY 2004,
TO INCREASE THE SHARE CAPITAL ON ITS DECISION
UP TO A NOMINAL AMOUNT OF EUR 1,000,000.00 BY
WAY OF ISSUING SHARES OR OTHER SECURITIES GIVING
ACCESS TO THE COMPANY S CAPITAL GRANTED TO THE
MEMBERS OF AN ENTERPRISE SAVINGS PLAN; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, AND NOTABLY TO CHARGE
ALL FEES 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
O.4 APPROVE TO ADD A NEW ARTICLE OF ASSOCIATION NUMBER Management For *Management Position Unknown
13 ALLOWING THE BOARD OF DIRECTORS TO APPOINT
CONTROL AGENT CONTROL AGENT
O.5 ACKNOWLEDGE THE APPROVAL OF RESOLUTIONS E.1 AND Management For *Management Position Unknown
O.2 AND APPOINT MR. ANDREW SHEINER AS A DIRECTOR
FOR A PERIOD OF 6 YEARS
O.6 AUTHORIZE THE BEARER OF A COPY OF AN EXTRACT Management For *Management Position Unknown
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
HONG LEONG BANK BHD AGM MEETING DATE: 11/02/2004
ISSUER: Y36503103 ISIN: MYL5819OO007
SEDOL: 6436892
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
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON FOR THE YE 30 JUN 2004
2. DECLARE A FINAL DIVIDEND OF 15.5 SEN PER SHARE Management For *Management Position Unknown
LESS INCOME TAX AT 28% FOR THEYE 30 JUN 2004
TO BE PAID ON 23 NOV 2004 TO SHAREHOLDERS REGISTERED
IN THE RECORD OF DEPOSITORS ON 08 NOV 2004
3. APPROVE THE PAYMENT OF DIRECTORS FEES OF MYR Management For *Management Position Unknown
431,038 TO BE DIVIDED AMONGST THE DIRECTORS IN
SUCH MANNER AS THE DIRECTORS MAY DETERMINE
4.1 RE-ELECT MR. ENCIK ZULKIFLEE HASHIM AS A DIRECTOR Management For *Management Position Unknown
4.2 RE-ELECT MR. KWEK LENG HAI AS A DIRECTOR Management For *Management Position Unknown
4.3 RE-ELECT MR. KWEK LENG SENG AS A DIRECTOR Management For *Management Position Unknown
4.4 RE-ELECT MR. TSUI KING CHUNG, DAVID AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS AS THE Management For *Management Position Unknown
AUDITORS OF THE BANK AND AUTHORIZE THE DIRECTORS
TO FIX THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
132D OF THE COMPANIES ACT 1965, TO ISSUE SHARES
IN THE BANK, AT ANY TIME AND UPON SUCH TERMS
AND CONDITIONS AND FOR SUCH PURPOSES A THE DIRECTORS
MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT, PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES ISSUED PURSUANT
TO THIS RESOLUTION IN ANY 1 FY DOES NOT EXCEED
10% OF THE ISSUED CAPITAL OF THE BANK OF THE
TIME BEING AND TO OBTAIN APPROVAL FOR THE LISTING
OF AND QUOTATION FOR THE ADDITIONAL SHARES SO
ISSUED ON THE BURSA MALAYSIA SECURITIES BERHAD;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE BANK
7. TRANSACT ANY OTHER BUSINESS Other For *Management Position Unknown
HONG LEONG BANK BHD EGM MEETING DATE: 11/02/2004
ISSUER: Y36503103 ISIN: MYL5819OO007
SEDOL: 6436892
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. AUTHORIZE THE DIRECTORS OF THE BANK, SUBJECT Management For *Management Position Unknown
TO THE COMPANIES ACT, 1965 THE ACT , RULES,
REGULATIONS AND ORDERS MADE PURSUANT TO THE ACT,
PROVISIONS OF THE BANK S MEMORANDUM AND ARTICLES
OF ASSOCIATION AND THE LISTING REQUIREMENTS OF
BURSA MALAYSIA BERHAD BURSA SECURITIES AND
ANY OTHER RELEVANT AUTHORITY, TO MAKE PURCHASES
OF ORDINARY SHARES OF MYR 1.00 EACH IN THE BANK
S ISSUED AND PAID-UP SHARE CAPITAL ON BURSA SECURITIES
SUBJECT TO: A) THE MAXIMUM NUMBER OF SHARES WHICH
MAY BE PURCHASED AND/OR HELD BY THE BANK SHALL
BE EQUIVALENT TO 10% OF THE ISSUED AND PAID-UP
SHARE CAPITAL OF THE BANK SHARES FOR THE TIME
BEING; AND B) THE MAXIMUM NUMBER OF FUND TO BE
ALLOCATED BY THE BANK FOR THE PURPOSE OF PURCHASING
THE SHARES SHALL NOT EXCEED THE RETAINED PROFITS
AND/OR THE SHARE PREMIUM ACCOUNT OF THE BANK;
AUTHORITY EXPIRES EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE BANK OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW AND IN ANY EVENT, IN ACCORDANCE
WITH THE PROVISIONS OF THE LISTING REQUIREMENTS
OF BURSA SECURITIES OR ANY OTHER RELEVANT AUTHORITY
; AND AUTHORIZE THE DIRECTORS OF THE BANK TO
TAKE ALL SUCH STEPS AS ARE NECESSARY OR EXPEDIENT
TO IMPLEMENT OR TO EFFECT THE PURCHASE(S) OF
THE SHARES AND TO DEAL WITH ANY SHARE SO PURCHASED
AND ANY EXISTING TREASURY SHARES THE SAID SHARES
IN THE MANNER: I) CANCEL THE SAID SHARES; II)
RETAIN THE SAID SHARES AS TREASURY SHARES; III)
RETAIN PART OF THE SAID SHARES AS TREASURY SHARES
AND CANCEL THE REMAINDER; AND IV) DISTRIBUTE
ALL OR PART OF THE SAID SHARES AS DIVIDENDS TO
SHAREHOLDERS, AND/OR RESELL ON BURSA SECURITIES
AND/OR CANCEL ALL OR PART OF THEM, OR IN ANY
OTHER MANNER AS MAY BE PRESCRIBED BY THE ACT,
RULES, REGULATIONS AND ORDERS MADE PURSUANT TO
THE ACT AND THE LISTING REQUIREMENTS OF BURSA
SECURITIES AND ANY OTHER RELEVANT AUTHORITY FOR
THE TIME BEING IN FORCE; AND APPROVE THAT AUTHORITY
TO DEAL WITH THE SAID SHARES SHALL CONTINUE TO
BE VALID UNTIL ALL THE SAID SHARES HAVE DEALT
WITH BY THE DIRECTORS OF THE BANK
2. AUTHORIZE THE BANK AND/OR ITS SUBSIDIARIES TO Management For *Management Position Unknown
ENTER INTO ANY OF THE TRANSACTIONS FALLING WITH
THE TYPES OF RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE AS SPECIFIED WITH
HLCM AND PERSONS CONNECTED WITH HLCM, AS SPECIFIED,
PROVIDED THAT SUCH TRANSACTIONS ARE UNDERTAKEN
IN THE ORDINARY COURSE OF BUSINESS, ON ARM S
LENGTH BASIS, ON COMMERCIAL TERMS WHICH ARE NOT
MORE FAVOURABLE TO THE RELATED PARTY THAN THOSE
GENERALLY AVAILABLE TO/FROM THE PUBLIC AND ARE
NOT, IN THE BANK S OPINION, DETRIMENTAL TO THE
MINORITY SHAREHOLDERS; AUTHORITY EXPIRES AT
THE CONCLUSION OF NEXT AGM OF THE BANK
3. AUTHORIZE THE BANK AND/OR ITS SUBSIDIARIES TO Management For *Management Position Unknown
ENTER INTO ANY OF THE TRANSACTIONS FALLING WITH
THE TYPES OF RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE AS SPECIFIED WITH
MR. CHEW PENG CHENG AND PERSONS CONNECTED WITH
HIM, NAMELY CHEW H HUA REALTY SDN BHD, GEOK KHENG
HOLDINGS SDN BHD AND ZENITH MINT CINEMA SDN BHD,
PROVIDED THAT SUCH TRANSACTIONS ARE UNDERTAKEN
IN THE ORDINARY COURSE OF BUSINESS, ON ARM S
LENGTH BASIS, ON COMMERCIAL TERMS WHICH ARE NOT
MORE FAVOURABLE TO THE RELATED PARTY THAN THOSE
GENERALLY AVAILABLE TO/FROM THE PUBLIC AND ARE
NOT, IN THE BANK S OPINION, DETRIMENTAL TO THE
MINORITY SHAREHOLDERS; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE BANK
4. AUTHORIZE THE BANK AND/OR ITS SUBSIDIARIES TO Management For *Management Position Unknown
ENTER INTO ANY OF THE TRANSACTIONS FALLING WITH
THE TYPES OF RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE AS SPECIFIED WITH
MR. YBHG TAN SRI DATO ZAKI BIN TUN AZMI AND
PERSONS CONNECTED WITH HIM, NAMELY BIB INSURANCE
BROKERS SDN BHD, PROVIDED THAT SUCH TRANSACTIONS
ARE UNDERTAKEN IN THE ORDINARY COURSE OF BUSINESS,
ON ARM S LENGTH BASIS, ON COMMERCIAL TERMS WHICH
ARE NOT MORE FAVOURABLE TO THE RELATED PARTY
THAN THOSE GENERALLY AVAILABLE TO/FROM THE PUBLIC
AND ARE NOT, IN THE BANK S OPINION, DETRIMENTAL
TO THE MINORITY SHAREHOLDERS; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE BANK
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2004
ISSUER: 518439 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
AERIN LAUDER Management Withheld Against
WILLIAM P. LAUDER Management For For
RICHARD D. PARSONS Management For For
LYNN F. DE ROTHSCHILD Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR THE 2005 FISCAL YEAR.
HARRIS INTERACTIVE INC. HPOL ANNUAL MEETING DATE: 11/09/2004
ISSUER: 414549 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. KNAPP Management For For
HOWARD L. SHECTER Management For For
SUBRATA K. SEN Management For For
ANTOINE G. TREUILLE Management For For
02 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 LONG TERM INCENTIVE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 4,000,000.
03 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 EMPLOYEE STOCK PURCHASE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 500,000.
THE BISYS GROUP, INC. BSG ANNUAL MEETING DATE: 11/11/2004
ISSUER: 055472 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DENIS A. BOVIN Management Withheld Against
ROBERT J. CASALE Management For For
THOMAS A. COOPER Management For For
RUSSELL P. FRADIN Management For For
RICHARD J. HAVILAND Management For For
PAULA G. MCINERNEY Management For For
JOSEPH J. MELONE Management For For
02 THE PROPOSAL TO APPROVE THE COMPANY S 2005 EMPLOYEE Management For For
STOCK PURCHASE PLAN.
03 THE PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS
LLP AS AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 2005.
VNU NV, HAARLEM EGM MEETING DATE: 11/16/2004
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 09 NOV 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE DECISION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
CONCERNING THE SALE OF THE WORLD DIRECTORIES
GROUP
3. APPROVE TO ALTER THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. APPROVE TO ALTER THE BONUS PLAN FOR 2005 AND Management For *Management Position Unknown
FOLLOWING YEARS
5. APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
6. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other For *Management Position Unknown
7. CLOSURE Non-Voting *Management Position Unknown
BAYER AG, LEVERKUSEN EGM MEETING DATE: 11/17/2004
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192,
5069211, 5069459, 5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE AGREEMENT WITH LANXESS AG, THE COMPANY Management For *Management Position Unknown
SHALL TRANSFER ITS ENTIRE INTERESTS IN LANXESS
DEUTSCHLAND GMBH AND THE LANXESS AG, AS WELL
AS THE ENTIRE ASSETS OF LANXESS CORPORATE CENTER
TO ITS WHOLLY-OWNED SUBSIDIARY LANXESS AG PURSUANT
TO SECTION 123(2)1 OF THE GERMAN LAW REGULATING
TRANSFORMATION OF COMPANIES, WITH RETROSPECTIVE
EFFECT FROM 01 JUL 2004 AS COMPENSATION FOR THE
TRANSFER OF ASSETS, THE SHAREHOLDERS OF THE COMPANY
SHALL BE GRANTED, FREE OF CHARGE, 1 BEARER NO-PAR
SHARE OF LANXESS AG IN EXCHANGE FOR 10 BEARER
NO-PAR SHARE OF THE COMPANY; THE LANXESS AG SHARES
SHALL CONVEY DIVIDEND ENTITLEMENT FROM 01 JAN
2004, LANXESS AG SHALL INCREASE ITS SHARE CAPITAL
FROM EUR 50,000 TO EUR 73,034,192 THROUGH THE
ISSUE OF 72,984,192 NEW SHARES
KARSTADT QUELLE AG, ESSEN EGM MEETING DATE: 11/22/2004
ISSUER: D38435109 ISIN: DE0006275001
SEDOL: 4484105, 5786565
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE BE ADVISED THAT KARSTADT QUELLE AG, ESSEN 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
1. APPROVE THE REPORT ON THE REFINANCING CONCEPT Management For *Management Position Unknown
2. APPROVE THE CAPITAL INCREASE AGAINST CONTRIBUTIONS Management For *Management Position Unknown
IN CASH, THE COMPANY S SHARE CAPITAL OF EUR 301,459,904
SHALL BE INCREASED TO UP TO EUR 539,645,824 THROUGH
THE ISSUE OF UP TO 93,041,375 BEARER NO- PAR
SHARES WITH DIVIDEND ENTITLEMENT FROM 01 JAN
2004, AGAINST CONTRIBUTIONS IN CASH, THE NEW
SHARES SHALL BE ISSUED TO THE SHAREHOLDERS AT
A RATIO OF SEVEN NEW SHARES FOR EIGHT OLD SHARES,
AND A PRICE OF AT LEAST EUR 4 PER SHARE
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA OGM MEETING DATE: 12/02/2004
ISSUER: T1188A116 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
VOTE GROUP: 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 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE TO BUY OWN SHARES TO BE FREE ASSIGNED Management For *Management Position Unknown
TO BANK S EMPLOYEE STOCK GRANTING ; RESOLUTIONS
RELATED THERE TO
THE HAIN CELESTIAL GROUP, INC. HAIN ANNUAL MEETING DATE: 12/02/2004
ISSUER: 405217 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
IRWIN D. SIMON Management For For
BARRY J. ALPERIN Management For For
BETH L. BRONNER Management For For
JACK FUTTERMAN Management For For
DANIEL R. GLICKMAN Management For For
MARINA HAHN Management For For
ANDREW R. HEYER Management For For
ROGER MELTZER Management For For
MITCHELL A. RING Management For For
LEWIS D. SCHILIRO Management For For
D. EDWARD I. SMYTH Management For For
LARRY S. ZILAVY Management For For
02 TO APPROVE THE AMENDMENT TO THE 2002 LONG TERM Management Against Against
INCENTIVE AND STOCK AWARD PLAN TO INCREASE THE
NUMBER OF SHARES ISSUABLE OVER THE TERM OF THE
PLAN BY 1,800,000 SHARES TO 4,900,000 SHARES
IN THE AGGREGATE.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, Management For For
TO ACT AS REGISTERED INDEPENDENT ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
ENZON PHARMACEUTICALS, INC. ENZN ANNUAL MEETING DATE: 12/07/2004
ISSUER: 293904 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROLF A. CLASSON Management For For
ROBERT LEBUHN Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP TO Management For For
AUDIT THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
2005.
ASSOCIATED BRITISH FOODS PLC AGM MEETING DATE: 12/10/2004
ISSUER: G05600138 ISIN: GB0006731235
SEDOL: 0673123, 5685178
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 THEREON FOR THE PERIOD ENDED
18 SEP 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YE 18 SEP 2004
3. APPROVE TO PAY A DIVIDEND OF 11.15P PER ORDINARY Management For *Management Position Unknown
SHARE ON 14 JAN 2005 TO HOLDERS OF ORDINARY SHARES
ON THE REGISTER OF SHAREHOLDERS OF THE COMPANY
AT THE CLOSE OF BUSINESS ON 03 DEC 2004
4. RE-ELECT MR. WILLARD GORDON GALEN WESTON AS A Management For *Management Position Unknown
DIRECTOR
5. RE-ELECT MR. MICHAEL RICHARD ALEXANDER AS A DIRECTOR Management For *Management Position Unknown
6. ELECT MR. TIMOTHY CLARKE AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For *Management Position Unknown
THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) OF THE COMPANIES ACT
1985 UP TO A MAXIMUM OF 263 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES AT
THE END OF 04 DEC 2009 ; AND THE DIRECTORS MAY
MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) OF THE COMPANIES ACT
1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 8, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFER
OF SECURITIES IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE OF 39 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 31 DEC 2005 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.10 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
TE ELECTRONIC COMMUNICATIONS
BETWEEN THE COMPANY AND ITS SHAREHOLDERS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM SPECIAL MEETING DATE: 12/21/2004
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE REVISIONS OF THE COMPANY S ARTICLES Management For For
OF INCORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 12/23/2004
ISSUER: N14952225 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 PROFILE OF THE SUPERVISORY BOARD Management For *Management Position Unknown
3. APPROVE THE RECOMMENDATION FOR THE NOMINATION Management For *Management Position Unknown
OF A MEMBER OF THE SUPERVISORY BOARD AND ELECT
THE MEMBER OF THE SUPERVISORY BOARD
4. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
5. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management For *Management Position Unknown
POLICY OF THE BOARD OF MANAGEMENT
6. CLOSURE Non-Voting *Management Position Unknown
SANOFI-AVENTIS EGM MEETING DATE: 12/23/2004
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
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
23 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004,
UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL
CONTRIBUTE THE TOTAL OF ITS ASSETS (EUR 41,208,544,876.00),
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES (EUR 14,099,319,197.00) AND APPROVE
THE TERMS AND CONDITIONS OF THIS AGREEMENT; NET
WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE
THE PAYMENT FOR THE CONTRIBUTIONS ACCORDING TO
A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS SHARES
AGAINST 23 AVENTIS SHARES AND THE OPERATION SHALL
BE FINAL ON 31 DEC 2004; CONSEQUENTLY, THE GENERAL
MEETING DECIDES TO INCREASE THE SHARE CAPITAL
BY EUR 38,245,770.00 TO INCREASE IT FROM EUR
2,784,562,864.00 TO EUR 2,822,808,634.00, BY
THE CREATION OF 19,122,885 NEW FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.00 EACH, TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY, WITH A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS
SHARES AGAINST 23 AVENTIS SHARES, BEARING AN
ACCRUING DIVIDEND AS DECIDED AFTER THEIR ISSUE;
THE MERGER SURPLUS OF EUR 508,561,335.00 SHALL
BE REGISTERED IN A MERGER SURPLUS ACCOUNT; THE
AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS FOR
THE SANOFI-AVENTIS SHARES IT HOLDS, WHICH REPRESENTS
EUR 27,894,216.00 SHALL BE CHARGED TO THE MERGER
SURPLUS ACCOUNT, THUS AMOUNTING TO EUR 536,455,551.00;
CAPITAL LOSS ON TRANSFERRED SHARES: EUR 25,277,722,121.00
2. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management For *Management Position Unknown
THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE
NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO
WITHDRAW FROM THE MERGER PREMIUM ALL NECESSARY
AMOUNTS IN ORDER TO: FUND THE LEGAL RESERVE:
10% OF THE CAPITAL EXISTING AFTER THE AMALGAMATION-MERGER,
FUND THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS: EUR 319,518,918.00; FUN OTHER RESERVES
AND PROVISIONS TO CHARGE ALL FEES, EXPENSES AND
RIGHT RESULTING FROM THE AMALGAMATION-MERGER;
THE GENERAL MEETING ALSO DECIDES TO CHARGE THE
CAPITAL LOSS ON TRANSFERRED SHARES TO THE SHARE
PREMIUM, THUS AMOUNTING TO EUR 9,863,155,240.00
3. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE AVENTIS EQUITY WARRANTS SHALL
GIVE RIGHT TO SANOFI-AVENTIS SHARES AND THEIR
NUMBER SHALL CORRESPOND TO THE NUMBER OF AVENTIS
SHARES THESE EQUITY WARRANTS SHALL GIVE RIGHT
AFTER THE IMPLEMENTATION OF THE RATIO OF EXCHANGE
OF 27 AGAINST 23; THE GENERAL MEETING DECIDES
TO RELINQUISH, TO THE BENEFIT OF THE EQUITY WARRANT
HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM NUMBER
OF 301,986; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
ALL THE OBLIGATIONS RESULTING FROM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRANTING THE RIGHT TO THE SUBSCRIBE AVENTIS
SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL,
SANOFI-AVENTIS SHARES SHALL BE ALLOTTED TO THE
BENEFICIARIES OF OPTIONS GRANTING THE RIGHT TO
SUBSCRIBE AVENTIS SHARES; THE GENERAL MEETING
DECIDES TO RELINQUISH, TO THE BENEFIT OF THE
OPTION HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE DEFINITELY Management For *Management Position Unknown
REALIZED ON 31 DEC 2004, AND THAT CONSEQUENTLY,
AVENTIS SHALL BE DISSOLVED WITHOUT LIQUIDATION
ON 31 DEC 2004
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
ARTICLE 6 (SHARE CAPITAL): THE SHARE CAPITAL
IS SET AT EUR 2,822,808,634.00 AND IS DIVIDED
INTO 1,411,404,317 FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH
7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, BY WAY OF ISSUING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES
GIVING ACCESS TO SANOFI-AVENTIS CAPITAL TO THE
BENEFIT OF THE COMPANY S EMPLOYEES, IN ACCORDANCE
WITH THE LEGAL PROVISIONS OF ARTICLE: L.225-138
C AND L 443-5 C; AUTHORITY IS GIVEN FOR A PERIOD
EXPIRING ON 23 AUG 2006 ; AUTHORIZE THE BOARD
OF DIRECTORS TO MAKE USE OF RESOLUTIONS 8 AND
10 OF THE COMBINED GENERAL MEETING OF 23 JUN
2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS EMPLOYEES
FREE SHARES OR OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION
CANCELS ALL PREVIOUS DELEGATIONS IN ORDER TO
INCREASE SANOFI-AVENTIS CAPITAL BY WAY OF ISSUING
SHARES GRANTED TO EMPLOYEES, WITHOUT THE PRE-EMPTIVE
RIGHT OF SUBSCRIPTIONS AND IT CANCELS AND REPLACES,
FOR ITS PART UNUSED, THE DELEGATION GIVEN IN
RESOLUTION 11 AT THE GENERAL MEETING OF 23 JUN
2004
8. 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
* PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 23
DEC 2004. PLEASE ALSO NOTE THAT THE NEW CUTOFF
DATE IS 09 DEC 2004. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/20/2005
ISSUER: G02602 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRUCE K. ANDERSON Management For For
ADRIAN GARDNER Management For For
DOV BAHARAV Management For For
JULIAN A. BRODSKY Management For For
CHARLES E. FOSTER Management For For
ELI GELMAN Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management For For
SIMON OLSWANG Management For For
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2004.
03 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
AMERICAN HEALTHWAYS, INC. AMHC ANNUAL MEETING DATE: 01/20/2005
ISSUER: 02649V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. THOMAS G. CIGARRAN Management For For
DR. C. WARREN NEEL Management For For
MR. JOHN W. BALLANTINE Management For For
02 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
UNDER THE PLAN.
03 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
PROVIDE FOR PERFORMANCE AWARDS UNDER THE PLAN.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 01/20/2005
ISSUER: N14952225 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
2.1 APPOINT MR. H. BENJAMINS AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD AND APPROVE TO ESTABLISH THE NUMBER OF
MEMBERS OF THE SUPERVISORY BOARD
2.2 APPOINT MR. R.M.F. VAN LOON AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AND APPROVE TO ESTABLISH THE
NUMBER OF MEMBERS OF THE SUPERVISORY BOARD
3. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
ATI TECHNOLOGIES INC. ATYT SPECIAL MEETING DATE: 01/25/2005
ISSUER: 001941 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE ELECTION OF EACH OF THE FOLLOWING NOMINEES: Management For For
JOHN E. CALDWELL, RONALD CHWANG, JAMES D. FLECK,
K.Y. HO, ALAN D. HORN, PAUL RUSSO AND ROBERT
A. YOUNG AS DIRECTORS OF THE COMPANY.
02 THE APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE Management For For
COMING YEAR AND AUTHORIZING THE DIRECTORS TO
FIX THEIR REMUNERATION.
03 THE APPROVAL OF THE SPECIAL RESOLUTION IN RESPECT Management For For
OF THE CONTINUANCE OF THE COMPANY (THE CONTINUANCE
) AS A CORPORATION UNDER THE CANADA BUSINESS
CORPORATIONS ACT.
04 THE CONFIRMATION OF A NEW GENERAL BY-LAW OF THE Management For For
COMPANY IN SUCH FORM AS ATTACHED AS SCHEDULE
D TO THE MANAGEMENT INFORMATION CIRCULAR, SUCH
BY-LAW TO BE ADOPTED ONLY UPON THE APPROVAL OF
THE CONTINUANCE BY SHAREHOLDERS AND THE CONTINUANCE
BECOMING EFFECTIVE.
05 AMENDMENT TO THE SHARE OPTION PLAN TO REPLENISH Management For For
THE NUMBER OF COMMON SHARES AVAILABLE FOR ISSUANCE
BY 11,972,871 SHARES.
06 THE APPROVAL OF AN AMENDMENT TO THE OPTION PLAN Management For For
TO PROVIDE THE BOARD WITH THE DISCRETION TO AWARD
TANDEM STOCK APPRECIATION RIGHTS IN CONNECTION
WITH THE GRANT OF OPTIONS UNDER THE OPTION PLAN,
AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR.
SIEMENS AG, MUENCHEN OGM MEETING DATE: 01/27/2005
ISSUER: D69671218 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. TO RECEIVE AND APPROVE THE REPORT OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
2. TO RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE CONSOLIDATED FINANCIAL STATEMENTS, AS
ADOPTED BY THE SUPERVISORY BOARD, TOGETHER WITH
THE MANAGEMENT S DISCUSSION AND ANALYSIS OF SIEMENS
AG AND THE CONSOLIDATED GROUP FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2004; THE MATERIALS
REFERRED TO IN AGENDA ITEMS 1 AND 2 ARE AVAILABLE
FOR INSPECTION ON THE INTERNET AT HTTP://WWW.SIEMENS.COM/AGM
AND AT THE REGISTERED OFFICES OF SIEMENS AG,
WITTELSBACHERPLATZ 2, 80333 MUNICH, AND NONNENDAMMALLEE
101, 13629 BERLIN; UPON REQUEST, A COPY WILL
BE SENT TO SHAREHOLDERS
3. TO CONSIDER AND VOTE UPON APPROPRIATION OF THE Management For *Management Position Unknown
NET INCOME OF SIEMENS AG TO A DIVIDEND PAYMENT;
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT THE FOLLOWING RESOLUTION BE APPROVED
AND ADOPTED: THE UNAPPROPRIATED NET INCOME OF
SIEMENS AG FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2004 AMOUNTS TO EUR 1,113,844,638.75; THIS
NET INCOME SHALL BE USED TO PAY OUT A DIVIDEND
OF EUR 1.25 ON EACH NO-PAR VALUE SHARE ENTITLED
TO THE DIVIDEND; THE AMOUNT ATTRIBUTABLE TO SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) HELD
IN TREASURY BY THE COMPANY AT THE DATE OF THE
ANNUAL SHAREHOLDERS MEETING SHALL BE CARRIED
FORWARD
4. TO RATIFY THE ACTS OF THE MANAGING BOARD; THE Management For *Management Position Unknown
SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE
THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS
OF THE MEMBERS OF THE MANAGING BOARD IN FISCAL
YEAR 2004
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
5. TO RATIFY THE ACTS OF THE SUPERVISORY BOARD; Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE ACTS OF THE MEMBERS OF THE SUPERVISORY
BOARD IN FISCAL YEAR 2004
6. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management For *Management Position Unknown
OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS;
THE SUPERVISORY BOARD PROPOSES THAT THE APPOINTMENT
OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, BERLIN AND FRANKFURT
ON MAIN, TO SERVE AS THE COMPANY S INDEPENDENT
AUDITORS OF THE ANNUAL AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2005 BE RATIFIED
7. TO CONSIDER AND VOTE UPON AN ELECTION TO THE Management For *Management Position Unknown
SUPERVISORY BOARD; DR. BAUMANN WHO WILL REACH
THE RETIREMENT AGE ESTABLISHED BY THE BYLAWS
OF THE SUPERVISORY BOARD IN 2005 WILL RESIGN
AS A MEMBER OF THE SUPERVISORY BOARD WITH EFFECT
FROM THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING.
DR. V. PIERER, WHOSE OFFICE AS PRESIDENT OF THE
MANAGING BOARD WILL ALSO END WITH EFFECT FROM
THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING,
WILL STAND AS NOMINEE FOR ELECTION AS SHARE HOLDER
REPRESENTATIVE TO FILL THE VACANCY CREATED BY
DR. BAUMANN; THEREFORE, THE SUPERVISORY BOARD
PROPOSES THAT DR. JUR., DR.-LNG. E.H. HEINRICH
V. PIERER, DIPL-VOLKSWIRT, ERLANGEN, PRESIDENT
OF THE MANAGING BOARD AND CEO OF SIEMENS AG UNTIL
THE CLOSE OF THE ANNUAL SHAREHOLDERS BE ELECTED
TO THE SUPERVISORY BOARD AS A REPRESENTATIVE
OF THE SHAREHOLDERS WITH EFFECT FROM THE CLOSE
OF THE ANNUAL SHAREHOLDERS MEETING FOR THE REMAINING
TERM OF THE VACANCY LEFT BY DR. BAUMANN; THE
SUPERVISORY BOARD FURTHER PROPOSES TO ELECT PROFESSOR
DR. MICHAEL MIROW, MUNICH, DIPL.-WIRTSCHAFTSINGENIEUR,
AS SUBSTITUTE MEMBER FOR DR. V. PIERER SUBJECT
TO THE PROVISO THAT HE SHALL BECOME A MEMBER
OF THE SUPERVISORY BOARD IF DR. V. PIERER RESIGNS
FROM THE SUPERVISORY BOARD BEFORE THE COMPLETION
OF HIS TERM OF OFFICE, AND THAT HE SHALL BE REINSTATED
AS SUBSTITUTE MEMBER AS SOON AS THE SHAREHOLDERS
MEETING HAS ELECTED A SUCCESSOR FOR DR. V. PIERER
IN THE EVENT OF HIS EARLY RESIGNATION; THE COMPOSITION
OF THE SUPERVISORY BOARD IS GOVERNED BY 96(1)
AND 101 (1) OF THE GERMAN STOCK CORPORATION
ACT (AKTG) AND 7 (1), 1ST SENTENCE, NO. 3 OF
THE GERMAN CODETERMINATION ACT (MITBESTG). THE
SHAREHOLDERS MEETING SHALL NOT BE BOUND TO CANDIDATE
PROPOSALS
8. TO CONSIDER AND VOTE UPON A RESOLUTION AUTHORIZING Management For *Management Position Unknown
THE ACQUISITION AND USE OF SIEMENS SHARES AND
THE EXCLUSIONS OF SHAREHOLDERS PREEMPTIVE AND
TENDER RIGHTS; DUE TO THE EXPIRATION OF THE AUTHORIZATION
ADOPTED AT THE LAST ANNUAL SHAREHOLDERS MEETING,
THE MANAGING BOARD SHALL AGAIN BE AUTHORIZED
TO ACQUIRE SIEMENS SHARES AS A PURCHASE IN THE
STOCK MARKET AND THROUGH A PUBLIC SHARE PURCHASE
OFFER; THE SUPERVISORY BOARD AND THE MANAGING
BOARD PROPOSE THAT APPROVAL BE AND IS HEREBY
GIVEN TO THE FOLLOWING RESOLUTION: (A) THE COMPANY
SHALL BE AUTHORIZED TO ACQUIRE UP TO 10% OF ITS
CAPITAL STOCK EXISTING AT THE DATE OF THE RESOLUTION.
THE AGGREGATE OF SHARES OF STOCK OF SIEMENS AG
( SIEMENS SHARES ) ACQUIRED UNDER THIS AUTHORIZATION
AND ANY OTHER SIEMENS SHARES PREVIOUSLY ACQUIRED
AND STILL HELD IN TREASURY BY THE COMPANY OR
TO BE ATTRIBUTED TO THE COMPANY PURSUANT TO 71E
OF THE GERMAN STOCK CORPORATION ACT (AKTG) SHALL
AT NO TIME EXCEED 10% OF THE THEN EXISTING CAPITAL
STOCK; THIS AUTHORIZATION MAY BE IMPLEMENTED
WHOLLY OR IN PART, ONCE OR SEVERAL TIMES, BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR BY
THIRD PARTIES ON BEHALF OF SIEMENS AG OR ITS
SUBSIDIARIES; THIS AUTHORIZATION SHALL BECOME
EFFECTIVE AS OF MARCH 1, 2005 AND SHALL REMAIN
IN FULL FORCE AND EFFECT THROUGH JULY 26, 2006.
THE AUTHORIZATION TO ACQUIRE SIEMENS SHARES AS
APPROVED AT THE ANNUAL SHAREHOLDERS MEETING
ON JANUARY 22, 2004 WILL TERMINATE ON THE EFFECTIVE
DATE OF THIS NEW AUTHORIZATION; (B) ANY ACQUISITION
OF SIEMENS SHARES SHALL BE EFFECTED AT THE DISCRETION
OF THE MANAGING BOARD EITHER (1) AS A PURCHASE
IN THE STOCK MARKET OR (2) THROUGH A PUBLIC SHARE
PURCHASE OFFER; (1) IF THE SIEMENS SHARES ARE
ACQUIRED IN THE STOCK MARKET, THE PURCHASE PRICE
PAID PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE FINAL MANAGING BOARD DECISION ABOUT THE FORMAL
OFFER IS MADE. IN THE EVENT OF AN ADJUSTMENT
OF THE OFFER, THE RELEVANT DATE SHALL BE REPLACED
BY THE DATE ON WHICH THE FINAL MANAGING BOARD
DECISION IS MADE ABOUT THE ADJUSTMENT; IF THE
NUMBER OF SIEMENS SHARES TENDERED BY SHAREHOLDERS
EXCEEDS THE TOTAL VOLUME OF SHARES WHICH THE
COMPANY INTENDED TO REACQUIRE, THE SHAREHOLDERS
RIGHT TO TENDER MAY BE EXCLUDED TO THE EXTENT
THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE
SIEMENS SHARES TENDERED. FURTHERMORE, THE TENDER
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PREFERENTIAL TREATMENT;
(II) IF THE COMPANY PUBLICLY SOLICITS SUBMISSION
OF OFFERS TO SELL SIEMENS SHARES, THE COMPANY
MAY STATE IN ITS SOLICITATION A PURCHASE PRICE
RANGE WITHIN WHICH OFFERS MAY BE SUBMITTED. THE
SOLICITATION MAY PRO VIDE FOR A SUBMISSION PERIOD,
TERMS AND CONDITIONS, AND THE POSSIBILITY OF
ADJUSTING THE PURCHASE PRICE RANGE DURING THE
SUBMISSION PERIOD IF AFTER PUBLICATION OF THE
SOLICITATION THERE ARE SIGNIFICANT MARKET PRICE
FLUCTUATIONS DURING THE SUBMISSION PERIOD; UPON
ACCEPTANCE, THE FINAL PURCHASE PRICE SHALL BE
DETERMINED FROM ALL AVAILABLE SALES OFFERS. THE
PURCHASE PRICE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE OFFERS ARE ACCEPTED BY SIEMENS AG; IF THE
NUMBER OF SIEMENS SHARES OFFERED FOR SALE EXCEEDS
THE TOTAL VOLUME OF SHARES WHICH THE COMPANY
INTENDED TO REACQUIRE, THE SHARE HOLDERS RIGHT
TO TENDER MAY BE EXCLUDED TO THE EXTENT THAT
ACCEPTANCE SHALL BE IN PROPORTION TO THE SIEMENS
SHARES TENDERED. FURTHERMORE, THE ACCEPTANCE
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PRIORITY CONSIDERATION;
(C) THE MANAGING BOARD SHALL BE AUTHORIZED TO
ALSO USE SIEMENS SHARES REACQUIRED ON THE BASIS
OF THIS OR ANY PREVIOUSLY GIVEN AUTHORIZATION
AS FOLLOWS: (1) SUCH STOCK MAY BE RETIRED WITH
THE APPROVAL OF THE SUPERVISORY BOARD WITHOUT
REQUIRING AN ADDITIONAL RESOLUTION BY THE SHAREHOLDERS
MEETING FOR SUCH RETIREMENT OR ITS IMPLEMENTATION;
(2) SUCH STOCK MAY BE USED TO SATISFY THE COMPANY
S OBLIGATIONS UNDER THE 1999 AND 2001 SIEMENS
STOCK OPTION PLANS, BOTH AS AMENDED, IN ACCORDANCE
WITH THE RESOLUTIONS PASSED AT THE ANNUAL SHAREHOLDERS
MEETINGS ON FEBRUARY 18, 1999 AND FEBRUARY 22,
2001. THE APPROVED KEY POINTS OF THESE STOCK
OPTION PLANS CAN BE EXAMINED AS AN INTEGRAL PART
OF THE NOTARIZED MINUTES OF THE ABOVE MEETINGS
AT THE COMMERCIAL REGISTRIES IN BERLIN AND MUNICH.
THEY CAN ALSO BE INSPECTED AT THE REGISTERED
OFFICES OF SIEMENS AG, WITTELSBACHERPLATZ 2,
80333 MUNICH, AND NONNENDAMMALLEE 101, 13629
BERLIN, AND ON THE INTERNET AT HTTP://WWW.SIEMENS.COM/AGM.
UPON REQUEST, A COPY WILL BE SENT TO SHAREHOLDERS
CONTINUING IN BELOW
10. TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE Management For *Management Position Unknown
AMEND THE ARTICLES OF ASSOCIATION TO ADJUST TO
NEW LEGISLATION; THE HITHERTO REQUIRED PUBLICATION
OF COMPANY NOTICES IN THE PRINTED VERSION OF
THE GERMAN FEDERAL GAZETTE IS NO LONGER MANDATORY
IN EVERY CASE. THEREFORE SECTION 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO ACCOUNT FOR
THE FACT THAT NOTICES, IF PERMISSIBLE, SHALL
NO LONGER BE PUBLISHED IN THE PRINTED VERSION
BUT EXCLUSIVELY IN THE ELECTRONIC VERSION OF
THE GERMAN FEDERAL GAZETTE, TO REFLECT THE INTERESTS
OF BOTH SHAREHOLDERS AND THE COMPANY IN A COST-EFFICIENT
AND TRANSPARENT INFORMATION POLICY; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO READ AS FOLLOWS:
NOTICES OF THE COMPANY REQUIRED BY LAW OR THESE
ARTICLES OF ASSOCIATION SHALL BE PUBLISHED IN
THE ELECTRONIC GERMAN FEDERAL GAZETTE (BUNDESANZEIGER).
IF ANOTHER FORM OF NOTICE SHOULD BE MANDATORILY
REQUIRED, SUCH FORM SHALL REPLACE THE NOTICE
IN THE ELECTRONIC GERMAN FEDERAL GAZETTE
9. TO CONSIDER AND VOTE UPON ADJUSTMENTS TO SUPERVISORY Management For *Management Position Unknown
BOARD REMUNERATION AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION; RECENT JURISPRUDENCE
OF THE GERMAN FEDERAL COURT OF JUSTICE HAS RAISED
THE QUESTION OF WHETHER STOCK-BASED COMPENSATION
COMPONENTS OF SUPERVISORY BOARD REMUNERATION
ARE LEGALLY PERMISSIBLE. TO MAKE THE STRUCTURE
OF SUPERVISORY BOARD REMUNERATION AS TRANSPARENT
AS POSSIBLE AND, AT THE SAME TIME, ACCOUNT FOR
THIS UNCLEAR LEGAL SITUATION, THE REMUNERATION
OF SUPERVISORY BOARD MEMBERS, EFFECTIVE FROM
THE START OF THE CURRENT FISCAL YEAR THAT BEGAN
ON OCTOBER 1, 2004, SHALL CONSIST, APART FROM
A FIXED COMPENSATION COMPONENT, ONLY OF VARIABLE
COMPONENTS BASED ON EARNINGS PER SHARE BOTH OVER
THE SHORT AND LONG TERM. CONCURRENTLY, THE CHANGED
LIABILITY ENVIRONMENT CONFRONTING SUPERVISORY
BOARD MEMBERS SHALL BE ACCOUNTED FOR BY AN EXPRESS
PROVISION CONCERNING INSURANCE AGAINST SUCH RISKS
TO THE EXTENT PERMISSIBLE BY LAW; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: (A) SECTION 17 OF
THE ARTICLES OF ASSOCIATION SHALL BE REVISED
TO READ AS FOLLOWS: 1. THE MEMBERS OF THE SUPERVISORY
BOARD SHALL RECEIVE (A) A FIXED COMPENSATION
OF EUR 50,000 P.A.; (B) AN ANNUAL COMPENSATION
BASED ON THE SHORT-TERM SUCCESS OF THE COMPANY
IN THE AMOUNT OF EUR 150 PER EUR 0.01 OF EARNINGS
PER SHARE AS DISCLOSED IN THE CONSOLIDATED FINANCIAL
STATEMENTS EXCEEDING A MINI MUM AMOUNT OF EUR
1.00. THE MINIMUM AMOUNT SHALL BE INCREASED ANNUALLY
BY 10%, BEGINNING WITH THE FISCAL YEAR STARTING
ON OCTOBER 1, 2005; (C) A LONG-TERM COMPENSATION
PAYABLE AFTER EXPIRATION OF THE THEN APPLICABLE
FIVE-YEAR TERM OF THE SUPERVISORY BOARD IN THE
AMOUNT OF EUR 50,000. THE LONG-TERM COMPENSATION
SHALL ONLY BE PAID IF EARNINGS PER SHARE AT THE
END OF THE TERM OF OFFICE HAVE INCREASED BY MORE
THAN 50% COMPARED TO THE BEGINNING OF THE TERM
OF OFFICE; EARNINGS PER SHARE ON WHICH THE SUPERVISORY
BOARD S REMUNERATION IS BASED ARE TO BE ADJUSTED
FOR SIGNIFICANT EXTRAORDINARY RESULTS. MEMBERS
OF THE SUPERVISORY BOARD WHO HAVE SERVED ON THE
SUPERVISORY BOARD OR A COMMITTEE FOR ONLY PART
OF THE FY OR TERM OF OFFICE SHALL RECEIVE A PRO
RATA COMPENSATION FOR EVERY MONTH OF SERVICE
STARTED; 2. THE CHAIRMAN OF THE SUPERVISORY BOARD
SHALL RECEIVE DOUBLE, AND EACH DEPUTY CHAIRMAN
SHALL RECEIVE ONE AND ONE HALF TIMES THE AMOUNTS
TO BE PAID PURSUANT TO SUBSECTIONS 1(A) AND 1(B).
THE CHAIRMAN S COMMITTEE, THE MEDIATION COMMITTEE,
AND THE INVESTMENT COMMITTEE ARE NOT INCLUDED
IN THIS CALCULATION; 3. THE REMUNERATION PURSUANT
TO SUBSECTION 1(A) AND 1(B) SHALL BE PAYABLE
AFTER THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING
RATIFYING THE ACTS OF THE SUPERVISORY BOARD FOR
THE FYE BEFORE THE MEETING. THE COMPANY SHALL
REIMBURSE THE MEMBERS OF THE SUPERVISORY BOARD
FOR EXPENSES INCURRED AND FOR SALES TAXES TO
BE PAID ON THEIR REMUNERATION; AND 4. THE MEMBERS
OF THE SUPERVISORY BOARD SHALL BE INDEMNIFIED
BY THE COMPANY AGAINST THIRD PARTY CLAIMS TO
THE EXTENT PERMISSIBLE BY LAW. FOR THIS PURPOSE,
THE COMPANY PROVIDES A GROUP INSURANCE POLICY
FOR BOARD MEMBERS AND EMPLOYEES OF SIEMENS AG
AND ITS SUBSIDIARIES WHICH COVERS PERSONAL LIABILITY
FOR FINANCIAL LOSS ASSOCIATED WITH SUPERVISORY
OR MANAGEMENT FUNCTIONS . B. THE AMENDMENTS TO
THE ARTICLE OF ASSOCIATION REFERRED TO IN AGENDA
ITEM 9 (A) SHALL APPLY FOR THE FIRST TIME TO
THE FY THAT BEGAN ON 1 OCT 2004. THE LONG-TERM
COMPENSATION COMPONENT PURSUANT TO THE PROPOSED
SECTION 17, SUBSECTION 1(C) OF THE ARTICLE OF
ASSOCIATION SHALL BE CALCULATED AND GRANTED ON
A PRO RATA BASIS FROM THAT DATE UNTIL THE EXPIRATION
OF THE CURRENT TERM OF, OFFICE, I.E., IT WILL
BE PAYABLE PRO RATA FOR THE FIRST TIME AFTER
THE SHAREHOLDER S MEETING RATIFYING THE ACTS
OF THE SUPERVISORY BOARD FOR THE FY 2007
* PLEASE BE ADVISED THAT THESE SHARES OF SIEMENS Non-Voting *Management Position Unknown
AG ARE ISSUED IN REGISTERED FORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
8.con CON T (3) SUCH STOCK MAY BE OFFERED FOR PURCHASE Non-Voting *Management Position Unknown
BY, AND TRANSFERRED TO, PERSONS CURRENTLY OR
FORMERLY EMPLOYED BY SIEMENS AG OR ANY OF ITS
SUBSIDIARIES; (4) SUCH STOCK MAY BE USED TO SERVICE
THE CONVERSION OR OPTION RIGHTS GRANTED BY SIEMENS
AG OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH
THE ISSUANCE OF BONDS; THE AGGREGATE NUMBER OF
SHARES TRANSFERRED UNDER THIS AUTHORIZATION MUST
NOT EXCEED 10% OF THE CAPITAL STOCK AT THE TIME
WHEN THE STOCK IS USED, PROVIDED THAT IT IS USED
TO SERVICE CONVERSION OR OPTION RIGHTS ISSUED
BY APPLYING, MUTATIS MUTANDIS, THE PROVISIONS
OF 186 (3), 4TH SENTENCE, OF THE GERMAN STOCK
CORPORATION ACT (AGAINST CONTRIBUTIONS IN CASH,
WITH PREEMPTIVE RIGHTS OF SHAREHOLDERS EXCLUDED).
THIS LIMIT INCLUDES SHARES ISSUED OR DISPOSED
OF BY DIRECT OR MUTATIS MUTANDIS APPLICATION
OF THESE PROVISIONS DURING THE TERM OF THIS AUTHORIZATION
AT THE TIME WHEN THE STOCK IS USED. THE LIMIT
ALSO INCLUDES SHARES THAT WERE ISSUED OR ARE
TO BE ISSUED TO SERVICE BONDS WITH CONVERSION
OR OPTION RIGHTS GRANTED IN ACCORDANCE WITH THE
ABOVE PROVISIONS AT THE TIME WHEN THE STOCK IS
USED; (D) THE SUPERVISORY BOARD SHALL BE AUTHORIZED
TO USE SIEMENS SHARES REACQUIRED BY THE COMPANY
ON THE BASIS OF THIS OR ANY PREVIOUSLY GIVEN
AUTHORIZATION AS FOLLOWS: SUCH SIEMENS SHARES
MAY BE TRANSFERRED TO THE MEMBERS OF THE MANAGING
BOARD OF SIEMENS AG AS STOCK-BASED COMPENSATION
WITH A BLOCKING PERIOD OF AT LEAST TWO (2) YEARS;
IN THE CASE OF A COMMITMENT TO TRANSFER SIEMENS
SHARES AT A LATER DATE, ANY TIME SPAN BETWEEN
COMMITMENT AND SETTLEMENT OF SUCH COMMITMENT
BY THE COMPANY SHALL BE CREDITED AGAINST THE
ABOVE-MENTIONED MINIMUM BLOCKING PERIOD. FURTHER
DETAILS REGARDING STOCK-BASED COMPENSATION FOR
MANAGING BOARD MEMBERS ARE DETERMINED BY THE
SUPERVISORY BOARD; (E) THE AUTHORIZATIONS PURSUANT
TO PARAGRAPHS (C) AND (D) ABOVE MAY BE IMPLEMENTED
ONCE OR SEVERAL TIMES, SEVERALLY OR JOINTLY,
WHOLLY OR IN PART; (F) PREEMPTIVE RIGHTS OF SHAREHOLDERS
REGARDING REACQUIRED SIEMENS SHARES SHALL BE
EXCLUDED TO THE EXTENT TO WHICH SUCH SHARES ARE
USED PURSUANT TO PARAGRAPH (C), SUBSECTIONS (2)
THROUGH (4), AND PARAGRAPH (D) ABOVE
* PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting *Management Position Unknown
THANK YOU
ALLIED DOMECQ PLC AGM MEETING DATE: 01/28/2005
ISSUER: G0187V109 ISIN: GB0007294571
SEDOL: 0729457, 5474763, 5760558, B02S5L7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YEAR 31 Management For *Management Position Unknown
AUG 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2. APPROVE TO PAY A DIVIDEND OF 9.67P PER SHARE Management For *Management Position Unknown
TO HOLDERS OF ORDINARY SHARES ON THE REGISTER
OF MEMBERS OF THE COMPANY AT THE CLOSE OF BUSINESS
07 JAN 2005
3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YEAR TO 31 AUG 2004 AS SPECIFIED
AND THE ACCOUNTS AS SPECIFIED
4. RE-ELECT MR. GRAHAM HETHERINGTON AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. DAVID SCOTLAND AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. RICHARD TURNER AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING
8. APPROVE THAT THE REMUNERATION OF THE AUDITOR Management For *Management Position Unknown
BE DETERMINED BY THE DIRECTORS
9. APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.2 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 80
AMOUNT BE GBP 92,214,192.75
S.10 APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.3 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 89
AMOUNT BE GBP 13,832,128.75
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 110,657,031
ORDINARY SHARES REPRESENTING 10% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL OF 25P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND UP TO 5% ABOVE OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
12. AUTHORIZE ALLIED DOMECQ HOLDINGS PLC, A WHOLLY Management For *Management Position Unknown
OWNED SUBSIDIARY OF THE COMPANY, FOR THE PURPOSES
OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 80,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 20,000 IN TOTAL;
AUTHORITY EXPIRES AT THE END OF 12 MONTHS
13. APPROVE THE RULES OF THE ALLIED DOMECQ PLC PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2005 THE PSP AS SPECIFIED AND AUTHORIZE
THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO THE
PSP AS THEY MAY CONSIDER NECESSARY TO TAKE ACCOUNT
OF THE REQUIREMENTS OF THE UK LISTING AUTHORITY
AND THE BEST PRACTICE AND ADOPT THE PSP AS SO
MODIFIED AND TO DO ALL ACTS AND THINGS NECESSARY
TO OPERATE THE PSP; AND AUTHORIZE THE DIRECTORS
TO ESTABLISH SUCH FURTHER PLANE FOR THE BENEFIT
OF THE EMPLOYEES OUTSIDE THE UK, BASED ON THE
PSP, SUBJECT TO SUCH MODIFICATIONS AS MAY BE
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
SECURITIES LAWS, EXCHANGE CONTROLS AND TAX LEGISLATION
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL PARTICIPATION TO OVERALL
PARTICIPATION IN THE PSP
14. APPROVE THE CHANGES TO THE RULES OF THE ALLIED Management For *Management Position Unknown
DOMECQ PLC LONG TERM INCENTIVE SCHEME 1999 THE
LTIS AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
WOLTERS KLUWER NV OGM MEETING DATE: 02/01/2005
ISSUER: N9643A114 ISIN: NL0000395887
SEDOL: 5671519, 5671917, 5677238
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. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE CORPORATE GOVERNANCE Non-Voting *Management Position Unknown
3. ANY OTHER BUSINESS Non-Voting *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
WOLTERS KLUWER NV OGM MEETING DATE: 02/01/2005
ISSUER: N9643A114 ISIN: NL0000395887 BLOCKING
SEDOL: 5671519, 5671917, 5677238
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
ID 215046 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
3. ANY OTHER BUSINESS Other For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/03/2005
ISSUER: 922206 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CONRAD W. HEWITT Management For For
GARRY W. ROGERSON Management For For
ELIZABETH E. TALLETT Management For For
02 APPROVAL OF AMENDED AND RESTATED OMNIBUS STOCK Management For For
PLAN
LINDSAY MANUFACTURING CO. LNN ANNUAL MEETING DATE: 02/09/2005
ISSUER: 535555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL N. CHRISTODOLOU Management For For
J. DAVID MCINTOSH Management For For
02 AUDITOR. RATIFICATION OF THE APPOINTMENT OF KPMG Management For For
LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL
YEAR ENDING AUGUST 31, 2005.
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/10/2005
ISSUER: 050095 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
SEGA SAMMY HOLDINGS INC, TOKYO EGM MEETING DATE: 02/15/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management For *Management Position Unknown
TO JPY 10,000,000,000 FROM THE PRESENT JPY 276,062,754,138
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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.
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/16/2005
ISSUER: 549463 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. DENHAM Management For For
DANIEL S. GOLDIN Management For For
EDWARD E. HAGENLOCKER Management For For
CARLA A. HILLS Management For For
KARL J. KRAPEK Management For For
RICHARD C. LEVIN Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
RONALD A. WILLIAMS Management For For
02 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
03 SHAREOWNER PROPOSAL REGARDING PUBLICATION OF Shareholder Against For
POLITICAL ACTION CONTRIBUTIONS
04 SHAREOWNER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
COMPENSATION AWARDS
05 SHAREOWNER PROPOSAL TO AMEND COMPANY S AUDIT Shareholder For Against
SERVICES PRE-APPROVAL POLICY
06 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE GOLDEN PARACHUTES
NOVARTIS AG NVS ANNUAL MEETING DATE: 03/01/2005
ISSUER: 66987V 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 2004.
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 REDUCTION OF SHARE CAPITAL. Management For For
05 FURTHER SHARE REPURCHASE PROGRAM. Management For For
6A RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR A TWO-YEAR Management For For
TERM.
6B RE-ELECTION OF PROF. DR. PETER BURCKHARDT FOR Management For For
A THREE-YEAR TERM.
6C RE-ELECTION OF ALEXANDRE F. JETZER FOR A THREE-YEAR Management For For
TERM.
6D RE-ELECTION OF PIERRE LANDOLT FOR A THREE YEAR Management For For
TERM.
6E RE-ELECTION OF PROF. DR. ULRICH LEHNER FOR A Management For For
THREE YEAR TERM.
07 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
HELMERICH & PAYNE, INC. HP ANNUAL MEETING DATE:
03/02/2005
ISSUER: 423452 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. ARMSTRONG Management For For
L.F. ROONEY, III Management Withheld Against
JOHN D. ZEGLIS Management For For
AMERISOURCEBERGEN CORPORATION ABC ANNUAL MEETING DATE: 03/04/2005
ISSUER: 03073E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RODNEY H. BRADY Management For For
CHARLES H. COTROS Management For For
JANE E. HENNEY, M.D. Management For For
R. DAVID YOST Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
CABOT MICROELECTRONICS CORPORATION CCMP ANNUAL MEETING DATE: 03/08/2005
ISSUER: 12709P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
STEVEN V. WILKINSON Management For For
ROBERT J. BIRGENEAU Management For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
FISCAL YEAR 2005.
CABOT CORPORATION CBT ANNUAL MEETING DATE: 03/10/2005
ISSUER: 127055 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DIRK L. BLEVI* Management For For
ARTHUR L. GOLDSTEIN** Management For For
JUAN ENRIQUEZ-CABOT** Management For For
GAUTAM S. KAJI** Management For For
HENRY F. MCCANCE** Management For For
JOHN H. MCARTHUR** Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS CABOT S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2005.
NATIONAL-OILWELL, INC. NOV SPECIAL MEETING DATE: 03/11/2005
ISSUER: 637071 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ADOPTION OF THE AMENDED AND RESTATED Management For For
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING, AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 TO APPROVE THE NATIONAL OILWELL VARCO LONG-TERM Management For For
INCENTIVE PLAN, SUBJECT TO COMPLETION OF THE
MERGER CONTEMPLATED BY THE AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management Against Against
FOR ANY REASON, INCLUDING TO SOLICIT ADDITIONAL
PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE PROPOSALS.
04 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Management Against Against
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
VARCO INTERNATIONAL, INC. VRC SPECIAL MEETING DATE: 03/11/2005
ISSUER: 922122 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE AMENDED AND RESTATED AGREEMENT Management For For
AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11,
2004, BETWEEN NATIONAL-OILWELL, INC., A DELAWARE
CORPORATION, AND VARCO INTERNATIONAL, INC., A
DELAWARE CORPORATION, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, PURSUANT TO WHICH VARCO WILL
BE MERGED WITH AND INTO NATIONAL OILWELL.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management Against Against
MEETING FOR ANY REASON, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF PROPOSAL 1.
03 IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, Management Against Against
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF.
DOUGLAS HOLDING AG AGM MEETING DATE: 03/16/2005
ISSUER: D2290M102 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
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 2003/2004, ALONG 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 39,500,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EUR
381,296 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 17 MAR 2005
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 OWN SHARES OF THE COMPANY OF UP TO EUR
117,356,112, AT PRICES NOT DEVIATING MORE THAN
10% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 15 SEP 2006 AND TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO ALL SHAREHOLDERS IF THE NEW SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO RETIRE THE SHARES, OR TO USE
THE SHARES FOR ACQUISITION PURPOSES
6. AMEND ARTICLES 15, 16 AND 17 OF THE STATUTE IN Management For *Management Position Unknown
ORDER TO ADJUST IT TO UMAG LAW AND IN CONNECTION
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF RESCISSION UMAG
8. ELECT SUSAT AND PARTNER OHG WIRTSCHAFTSPRUEFUNGS-GESELLSCHAFT, Management For *Management Position Unknown
HAMBURG AS THE AUDITORS FOR THE YEAR 2004/2005
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE VOTING RIGHT BEING EXERCISED BY AN AUTHORIZED
REPRESENTATIVE AND THE USE OF ELECTRONIC MEANS
OF COMMUNICATION FOR THE ISSUE OF PROXY-VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN THE RECORD DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
F-SECURE CORP AGM MEETING DATE: 03/23/2005
ISSUER: X3034C101 ISIN: FI0009801310
SEDOL: 5806850, 5813065
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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1.1 ADOPT THE ACCOUNTS Management For *Management Position Unknown
1.2 APPROVE THE ACTIONS ON PROFIT AND LOSS Management For *Management Position Unknown
1.3 GRANT DISCHARGE FROM LIABILITY Management For *Management Position Unknown
1.4 APPROVE THE REMUNERATION OF THE BOARD MEMBERS Management For *Management Position Unknown
1.5 APPROVE THE REMUNERATION OF THE AUDITOR S Management For *Management Position Unknown
1.6 APPROVE THE COMPOSITION OF THE BOARD Management For *Management Position Unknown
1.7 ELECT THE AUDITOR(S) Management For *Management Position Unknown
2. AUTHORIZE THE BOARD TO DECIDE ON INCREASING THE Management For *Management Position Unknown
COMPANY SHARE CAPITAL BY ONE OR MORE NEW ISSUES/LAUNCHING
ONE OR MORE CONVERTIBLE BONDS/GRANTING OPTION
RIGHTS WITH A RIGHT TO DEVIATE FROM SHAREHOLDERS
PRE-EMPTIVE RIGHT
3. APPROVE THE NEW OPTION PROGRAM TO REPLACE THE Management For *Management Position Unknown
OPTIONS PROPOSED TO BE CANCELLED IN ARTICLE 4
4. APPROVE TO CANCEL THE UNALLOCATED OPTION RIGHTS Management For *Management Position Unknown
IN THE PREVIOUS OPTION PROGRAMMES
BANCO ESPIRITO SANTO SA AGM MEETING DATE: 03/30/2005
ISSUER: X0346X153 ISIN: PTBES0AM0007 BLOCKING
SEDOL: 4058061, 5740334
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2004 MANAGEMENT REPORT AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE 2004 CONSOLIDATED MANAGEMENT REPORT Management For *Management Position Unknown
AND CONSOLIDATED ACCOUNTS
3. APPROVE THE APPLICATION OF THE RESULTS Management For *Management Position Unknown
4. APPROVE TO PROCEED WITH THE APPRECIATION OF MANAGEMENT Management For *Management Position Unknown
AND THE FISCAL MATTERS OF THE COMPANY
5. APPROVE THE MAINTENANCE OF THE GROUP RELATION Management For *Management Position Unknown
RELATED TO THE COMPANIES WITH BES DETAINS ALL
THE SOCIAL CAPITAL
6. APPROVE THE ACQUISITION BY BES OF REPRESENTATIVE Management For *Management Position Unknown
SHARES OF OWN SOCIAL CAPITAL AND POSTERIOR ALIENATION
7. APPROVE TO PROCEED WITH THE RATIFICATION OF THE Management For *Management Position Unknown
DESIGNATION FOR THE EFFECTIVE MEMBER OF THE FISCAL
COUNCIL THE COMPANY KPMG AND ASSOCIADOS
8. ELECT 2 MEMBERS FOR THE BOARD OF DIRECTORS Management For *Management Position Unknown
CANON INC AGM MEETING DATE: 03/30/2005
ISSUER: J05124144 ISIN: JP3242800005
SEDOL: 5485271, 6172323, B021CR1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE THE PROFIT APPROPRIATION FOR NO. 104 Management For *Management Position Unknown
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JYP40 PER SHARE JYP65 ON A YEARLY
BASIS
2 AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT MR. FUJIO MITARAI AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. YUKIO YAMASHITA AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. TOSHIZOU TANAKA AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. TSUNEJI UCHIDA AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. YUUSUKE EMURA AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. NOBUYOSHI TANAKA AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. JUNJI ICHIKAWA AS A DIRECTOR Management For *Management Position Unknown
3.8 ELECT MR. HAJIME TSURUOKA AS A DIRECTOR Management For *Management Position Unknown
3.9 ELECT MR. AKIYOSHI MOROE AS A DIRECTOR Management For *Management Position Unknown
3.10 ELECT MR. KUNIO WATANABE AS A DIRECTOR Management For *Management Position Unknown
3.11 ELECT MR. HIRONORI YAMAMOTO AS A DIRECTOR Management For *Management Position Unknown
3.12 ELECT MR. YOUROKU ADACHI AS A DIRECTOR Management For *Management Position Unknown
3.13 ELECT MR. YASUO MITSUHASHI AS A DIRECTOR Management For *Management Position Unknown
3.14 ELECT MR. KATSUICHI SHIMIZU AS A DIRECTOR Management For *Management Position Unknown
3.15 ELECT MR. RYOUICHI BAMBA AS A DIRECTOR Management For *Management Position Unknown
3.16 ELECT MR. TOMONORI IWASHITA AS A DIRECTOR Management For *Management Position Unknown
3.17 ELECT MR. TOSHIO HOMMA AS A DIRECTOR Management For *Management Position Unknown
3.18 ELECT MR. SHIGERU IMAIIDA AS A DIRECTOR Management For *Management Position Unknown
3.19 ELECT MR. MASSAHIRO OOSAWA AS A DIRECTOR Management For *Management Position Unknown
3.20 ELECT MR. KEIJIROU YAMSZAKI AS A DIRECTOR Management For *Management Position Unknown
3.21 ELECT MR. SHUNICHI UZAWA AS A DIRECTOR Management For *Management Position Unknown
3.22 ELECT MR. MASAKI NAKAOKA AS A DIRECTOR Management For *Management Position Unknown
3.23 ELECT MR. TOSHIYUKI KOMATSU AS A DIRECTOR Management For *Management Position Unknown
3.24 ELECT MR. SHIGEYUKI MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown
3.25 ELECT MR. HARUHISA HONDA AS A DIRECTOR Management For *Management Position Unknown
4 GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS: Management For *Management Position Unknown
MR. KINYA UCHIDA AND MR. IKUO SOUMA ACCORDING
TO THE COMPANY RULE
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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.
MABUCHI MOTOR CO LTD AGM MEETING DATE: 03/30/2005
ISSUER: J39186101 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 JY 25, INTERIM SPECIAL JY
39, FINAL JY 25, FINAL SPECIAL JY 26
2.1 ELECT MR. R. MABUCHI AS A DIRECTOR Management For *Management Position Unknown
2.2 ELECT MR. S. KAMEI AS A DIRECTOR Management For *Management Position Unknown
2.3 ELECT MR. N. HABUCHI AS A DIRECTOR Management For *Management Position Unknown
2.4 ELECT MR. E. SON AS A DIRECTOR Management For *Management Position Unknown
2.5 ELECT MR. M. NAKANISHI AS A DIRECTOR Management For *Management Position Unknown
2.6 ELECT MR. Y. UEHARA AS A DIRECTOR Management For *Management Position Unknown
2.7 ELECT MR. S. NISHIMURA AS A DIRECTOR Management For *Management Position Unknown
2.8 ELECT MR. Y. SUGIMOTO AS A DIRECTOR Management For *Management Position Unknown
* PLEASE NOTE THE NEW CUTOFF DATE. THANK YOU. Non-Voting *Management Position Unknown
GLOBE TELECOM INC AGM MEETING DATE: 04/04/2005
ISSUER: Y27257149 ISIN: PHY272571498
SEDOL: 6284864
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DETERMINATION OF QUORUM Management For *Management Position Unknown
2. APPROVE THE MINUTES OF PREVIOUS MEETING Management For *Management Position Unknown
3. APPROVE THE ANNUAL REPORT OF THE OFFICERS Management For *Management Position Unknown
4.A RATIFY ALL ACTS AND RESOLUTIONS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS AND MANAGEMENT ADOPTED IN THE ORDINARY
COURSE OF BUSINESS DURING THE PRECEDING YEAR
4.B RATIFY THE RESOLUTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
ADOPTED ON 01 FEB 2005 REDUCING THE AUTHORIZED
CAPITAL STOCK TO CANCEL TREASURY SHARES, AND
APPROVE THE AMENDMENT TO THE ARTICLE 7 OF THE
AMENDED ARTICLES OF INCORPORATION TO REFLECT
THE SAME
5. ELECT THE DIRECTORS INCLUDING THE INDEPENDENT Management For *Management Position Unknown
DIRECTORS
6. ELECT THE AUDITORS AND APPROVE TO FIX THEIR REMUNERATION Management For *Management Position Unknown
7. ANY OTHER BUSINESS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
TELECOM ITALIA S P A NEW EGM MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 AND A THIRD CALL ON 07 APR 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 MERGER PLAN OF TELECOM ITALIA MOBILE Management For *Management Position Unknown
SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT
RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting *Management Position Unknown
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
TELECOM ITALIA S P A NEW MIX MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 (AND A THIRD CALL ON 07 APR 2005).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 APPROVE THE MERGER BY INCORPORATION OF TELECOM Management For *Management Position Unknown
ITALIA MOBILE SPA INTO TELECOM ITALIA SPA AND
THE RESOLUTIONS RELATED THERE TO
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management For *Management Position Unknown
04 AND THE RESOLUTIONS RELATED THERETO
O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS Management For *Management Position Unknown
MEMBERS NUMBER; APPROVE UPON RESTATING THE BOARD
OF DIRECTORS MEMBERS NUMBER, STATING THE BOARD
OF DIRECTORS YEARLY EMOLUMENTS AND APPOINT TWO
NEW MEMBERS
SONAE SGPS SA, MAIA AGM MEETING DATE: 04/06/2005
ISSUER: X82198106 ISIN: PTSON0AE0001 BLOCKING
SEDOL: 4000482, 4822686, 5741542, 5973992
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management For *Management Position Unknown
2004
2. APPROVE THE CONSOLIDATED ANNUAL REPORT AND THE Management For *Management Position Unknown
ACCOUNTS FOR 2004
3. APPROVE THE APPROPRIATION OF THE 2004 NET PROFIT Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND THE AUDITING
5. APPROVE THE ELECTION OF ANY VACANT POSITIONS Management For *Management Position Unknown
ON THE GOVERNING BODIES AND THE REMUNERATION
COMMITTEE
6. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES, Management For *Management Position Unknown
UNDER THE TERMS OF ARTICLES 319 AND 320 OF THE
COMPANY LAW
7. APPROVE THE ACQUISITION AND THE SALE OF OWN BONDS, Management For *Management Position Unknown
UNDER THE TERMS OF ARTICLES 354 OF THE COMPANY
LAW
8. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES Management For *Management Position Unknown
BY AFFILIATES COMPANIES, UNDER THE TERMS OF ARTICLE
325-B OF THE COMPANY LAW
9. GRANT AUTHORITY TO GRANT OWN SHARES TO THE EMPLOYEES Management For *Management Position Unknown
OF THE COMPANY OR AFFILIATED COMPANIES
* PLEASE NOTE THAT THE SHAREHOLDERS HAVE ONE VOTE Non-Voting *Management Position Unknown
PER 1000 SHARES.THANK YOU.
NOKIA CORPORATION NOK ANNUAL MEETING DATE: 04/07/2005
ISSUER: 654902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
02 APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE Management For
SHEET.
03 APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL Management For
MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.
04 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE Management Abstain
BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.
06 PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED Management For
BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.
07 DIRECTORS Management For
PAUL J. COLLINS Management For
GEORG EHRNROOTH Management For
BENGT HOLMSTROM Management For
PER KARLSSON Management For
JORMA OLLILA Management For
MARJORIE SCARDINO Management For
VESA VAINIO Management For
ARNE WESSBERG Management For
DAN HESSE Management For
EDOUARD MICHELIN Management For
08 APPROVAL OF THE REMUNERATION TO BE PAID TO THE Management For
AUDITOR.
09 APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS Management For
OY AS THE AUDITORS FOR FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS Management For
TO SELECTED PERSONNEL OF THE COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE Management For
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE Management For
CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA Management For
SHARES.
14 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES Management For
HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA Management Against
S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION
ON YOUR BEHALF ONLY UPON ITEM 15.
Proposal For or Against
Number Mgmt.
02 For
03 For
04 Against
06 For
07
For
For
For
For
For
For
For
For
For
For
08 For
09 For
10 For
11 For
12 For
13 For
14 For
15 *Management Position Unknown
CARREFOUR SA MIX MEETING DATE: 04/11/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
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.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
20 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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 A SECOND REVISION DUE Non-Voting *Management Position Unknown
TO CHANGE IN RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT-OFF
DATE. THANK YOU.
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
ID 222895 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
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004AND THE AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS THE GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management For *Management Position Unknown
THE AVAILABLE EARNINGS BROUGHT FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL
OF THE AGM IS CHF 876,785,274; THE PAYMENT OF
A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE
CAPITAL ELIGIBLE FOR DIVIDEND OF CHF 47,379,425
IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD
IS CHF 815,192,021
4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management For *Management Position Unknown
MACH, SERGIO MARCHIONNE, RICHARD SYKES, PETER
WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS
5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management For *Management Position Unknown
A MAXIMUM AMOUNT OF CHF 2,500,000 AND AMEND THE
ARTICLES OF ASSOCIATION AS SPECIFIED
6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF Management For *Management Position Unknown
DIRECTORS
6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management For *Management Position Unknown
AUDITORS ALSO TO ACT AS THE GROUP AUDITORS ,
FOR THE FY 2005
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/12/2005
ISSUER: 064057 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. 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
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 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shareholder For Against
VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
BANCA INTESA SPA, MILANO OGM MEETING DATE: 04/13/2005
ISSUER: T17074104 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 14
APR 2005. 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
2004, THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY AND INTERNAL AUDITORS REPORTS, BALANCE
SHEET REPORTS AS OF 31 DEC 2004 OF INTESA SISTEMI
ESERVIZI SPA, MERGED IN BANCA INTESA STARTING
FROM 01 JAN 2005
2. APPOINT THE DIRECTORS Management For *Management Position Unknown
3. APPOINT THE INTERNAL AUDITORS AND THE CHAIRMAN Management For *Management Position Unknown
FOR FYS 2005/2007 TO STATE THEIR EMOLUMENTS
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/13/2005
ISSUER: 143658 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
RICHARD J. GLASIER 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
SIR JOHN PARKER Management For For
PETER G. RATCLIFFE Management For For
STUART SUBOTNICK Management For For
UZI ZUCKER Management For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Management For For
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Management For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTANTS FOR CARNIVAL
CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Management For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For For
BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC Management For For
TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE
OPEN MARKET.
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/13/2005
ISSUER: 806857 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
J. DEUTCH Management Withheld Against
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
M.E. MARKS Management For For
D. PRIMAT Management For For
T.I. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
R. TALWAR Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Management For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER Management For For
DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
BP PLC AGM MEETING DATE: 04/14/2005
ISSUER: G12793181 ISIN: GB0007980591
SEDOL: 0798059, 5789401, 5790265, 6167493, 7110786
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 4 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
2. TO RE-ELECT THE LORD BROWNE OF MADINGLEY AS A Management For *Management Position Unknown
DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
3. TO RE-ELECT MR J H BRYAN AS A DIRECTOR (SEE BIOGRAPHY Management For *Management Position Unknown
ON PAGES 4-5 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
4. TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
5. TO RE-ELECT MR. I.C. CONN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
6. TO RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGES 5-6 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
7. TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
8. TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
9. TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
10. TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
11. TO ELECT SIR TOM MCKILLOP AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
12. TO RE-ELECT MR. J.A. MANZONI AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
13. TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
14. TO RE-ELECT MR. H.M.P. MILES AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
15. TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
16. TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
17. TO RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
* PLEASE NOTE THAT THERE IS NO SHARE BLOCKING AT Non-Voting *Management Position Unknown
THIS MEETING.
18. TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS UNTIL Management For *Management Position Unknown
THE CONCLUSION OF THE NEXT GENERAL MEETING BEFORE
WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE THE
DIRECTORS TO SET THE AUDITORS REMUNERATION FOR
2005 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
19. TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERA MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT EQUAL TO THE SECTION 80 AMOUNT
OF GBP 1,770 MILLION (SEE NOTE ON PAGE 10 IN
THE NOTES SECTION OF THE PROXY STATEMENT)
S.20 TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERAL MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT EQUITY SECURITIES WHOLLY FOR CASH (A) IN
CONNECTION WITH A RIGHTS ISSUE; AND (B) OTHERWISE
THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO
AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE SECTION
89 AMOUNT OF GBP 265 MILLION (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
S.21 TO AUTHORIZE THE COMPANY GENERALLY AND UNCONDITIONALLY Management For *Management Position Unknown
TO MAKE MARKET PURCHASES (AS DEFINED IN SECTION
163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES
NOT PURCHASE UNDER THIS AUTHORITY MORE THAN 2.1
BILLION ORDINARY SHARES; (B) THE COMPANY DOES
NOT PAY LESS THAN GBP 0.25 FOR EACH SHARE; AND
(C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE
THAN 5% OVER THE AVERAGE OF THE MIDDLE MARKET
PRICE OF THE ORDINARY SHARES FOR THE FIVE BUSINESS
DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE COMPANY AGREES TO BUY THE SHARES CONCERNED,
BASED ON SHARE PRICES AND CURRENCY EXCHANGE RATES
PUBLISHED IN THE DAILY OFFICIAL LIST OF THE LONDON
STOCK EXCHANGE. IN EXECUTING THIS AUTHORITY THE
COMPANY MAY PURCHASE SHARES USING ANY CURRENCY,
INCLUDING POUNDS STERLING, US DOLLARS, AND EURO.
THIS AUTHORITY SHALL CONTINUE FOR THE PERIOD
ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING
IN 2006 OR 13 JULY 2006, WHICHEVER IS THE EARLIER,
PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE
THIS DATE TO PURCHASE ORDINARY SHARES WHERE THESE
PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY
TERMINATES (EITHER WHOLLY OR IN PART) THE COMPANY
MAY COMPLETE SUCH PURCHASES (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
22. TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
FOR THE YEAR ENDED 31 DECEMBER 2004 (SEE NOTE
ON PAGE 10 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
23. TO APPROVE THE RENEWAL OF THE BP EXECUTIVE DIRECTORS Management For *Management Position Unknown
INCENTIVE PLAN (THE PLAN ), A COPY OF WHICH
IS PRODUCED TO THE MEETING INITIALLED BY THE
CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION,
FOR A FURTHER FIVE YEARS AND TO AUTHORIZE THE
DIRECTORS TO DO ALL ACTS AND THINGS THAT THEY
MAY CONSIDER NECESSARY OR EXPEDIENT TO CARRY
THE PLAN INTO EFFECT (SEE NOTE ON PAGES 11-13
IN THE NOTES SECTION OF THE PROXY STATEMENT)
24. TO RECEIVE THE REPORT OF THE DIRECTORS AND THE Management For *Management Position Unknown
ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004
(SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting *Management Position Unknown
A MORE DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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
NESTLE SA, CHAM UND VEVEY OGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
OF NESTLE S.A. AND THE NESTLE GROUP; ACKNOWLEDGE
THE REPORTS OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
PROFIT, RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management Against *Management Position Unknown
OF ASSOCIATION, REGARDING ORGANIZATION OF THE
BOARD OF DIRECTORS
4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management For *Management Position Unknown
ARTICLES OF ASSOCIATION, REGARDING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management Against *Management Position Unknown
REGARDING RIGHT OF SHAREHOLDERS TO THE COMPLETE
THE AGENDA
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS 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 212608, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
RWE AG, ESSEN OGM MEETING DATE: 04/14/2005
ISSUER: D6629K109 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 843,698,064.82 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 90,564.82 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS
THE AUDITORS FOR THE YEAR 2005
6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT
DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE
OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20% IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, AND TO USE THE
SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES,
OR IN CONNECTION WITH MERGERS AND ACQUISITIONS
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Management For *Management Position Unknown
THE AGM AND SECTION 15 ATTENDANCE OF THE AGM
OF THE ARTICLES OF ASSOCIATION IN CONNECTION
WITH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED
TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG
WHICH IS PLANNED TO BECOME EFFECTIVE AS PER
01 NOV 2005 AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
IN MEETING TYPE. 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 A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY S MEETING.
SCHERING AG OGM MEETING DATE: 04/14/2005
ISSUER: D67334108 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 194,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
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 BDO DEUTSCHE WARENTREUHAND AG, HAMBURG, Management For *Management Position Unknown
AS THE AUDITORS FOR THE 2005 FY
6. APPROVE THE ADJUSTMENT OF THE REMUNERATION FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE CORRESPONDING AMENDMENTS
TO THE ARTICLES OF ASSOCIATION FROM THE 2005
FY ON EACH MEMBER OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 35,000,
A PROFIT-RELATED REMUNERATION OF EUR 250 FOR
EVERY EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS
OF EUR 1.20, AND A PERFORMANCE-RELATED REMUNERATION
OF AT LEAST EUR 35,000 AND THE CHAIRMAN TO RECEIVE
2.25 TIMES AND THE DEPUTY CHAIRMAN 1.1 TIMES,
THESE AMOUNTS; AND APPROVE TO INCREASE THE TOTAL
REMUNERATION FOR COMMITTEE MEMBERS TO EUR 585,000
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS TO
BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 15,000,000,
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
A REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE
THAN 20% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 30 SEP 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO RETIRE THE SHARES, TO
USE THE SHARES FOR ACQUISITION PURPOSES, TO OFFER
THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO USE THE SHARES FOR THE CONVERSION
OF BONDS OR FOR THE EXERCISE OF OPTION RIGHTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY SCHERADMIN
01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2005 UNTIL AT LEAST 31 DEC 2009
10. APPROVE THE ADJUSTMENT OF THE PROFIT TRANSFER Management For *Management Position Unknown
AGREEMENTS WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
BERLISERVE PROFESSIONAL SERVICES GMBH, INTENDIS
GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING
FINLAND HOLDING GMBH, AND SCHERING VERSICHERUNGS-VERMITTLUNG
GMBH
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
THE E.W. SCRIPPS COMPANY SSP ANNUAL MEETING DATE:
04/14/2005
ISSUER: 811054 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DAVID A. GALLOWAY Management For For
NICHOLAS B. PAUMGARTEN Management Withheld Against
RONALD W. TYSOE Management For For
JULIE A. WRIGLEY Management For For
WOLTERS KLUWER NV AGM MEETING DATE: 04/14/2005
ISSUER: N9643A114 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.b APPROVE THE NOTICE BY SUPERVISORY BOARD FOR THE Management For *Management Position Unknown
YEAR 2004
2.d ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
3.a GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD
* 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 07 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
2.a APPROVE THE REPORT OF THE MANAGEMENT FOR THE Management For *Management Position Unknown
YEAR 2004
2.c APPROVE THE RESERVATION AND THE DIVIDEND POLICY Management For *Management Position Unknown
2.e APPROVE THE PAYMENT IN CASH EUR 0.55 OR OPTIONAL Management For *Management Position Unknown
IN SHARES
3.b GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6.a RE-APPOINT MRS. A.J. FROST AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.b RE-APPOINT MR. P.N. WAKKIE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
8.a AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SHARES/GRANT Management For *Management Position Unknown
RIGHTS TO TAKE SHARES
8.b AUTHORIZE THE MANAGEMENT BOARD TO RESTRICT OR Management For *Management Position Unknown
EXCLUDE THE PRE-EMPTIVE RIGHTS
9. GRANT POWERS TO PURCHASE COMPANY S OWN SHARES Management For *Management Position Unknown
10. GRANT ASSIGNMENT TO KPMG Management For *Management Position Unknown
11. QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
GRUPO MODELO SA DE CV OGM MEETING DATE: 04/18/2005
ISSUER: P4833F104 ISIN: MXP4833F1044
SEDOL: 2380539, 7715277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
I. APPROVE THE INFORMATION OF THE ADMINISTRATION Management For *Management Position Unknown
BOARD INCLUDING THE AUDITOR S REPORT PRESENTATION
AND APPROVE THE FINANCIAL STATEMENTS OF THE ENTITY
AS OF 31 DEC 2004, INCLUDING THE COMMISAR S INFORM
II. APPROVE THE APPLICATION OF RETAINED EARNINGS Management For *Management Position Unknown
INCLUDING THE PAYMENT OF A DIVIDEND OF MXN 3,414,347,613.60
OR MXN 1.05 PESOS PER SHARES AND FORMALIZE THE
RESOLUTIONS OF THE MEETING
III. APPROVE THE COMPENSATION FOR THE MEMBERS OF THE Management For *Management Position Unknown
BOARD, THE COMMISAR, AND OTHER RELATED OFFICIALS
IV. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Management For *Management Position Unknown
THE MEMBERS OF THE BOARD INCLUDING OTHER OFFICIALS
SUCH AS THE SECRETARY AND THE COMMISAR
V. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE
VI. APPROVE THE DESIGNATION OF THE DELEGATES TO FORMALIZE Management For *Management Position Unknown
THE RESOLUTIONS OF THE MEETING
GRUPO MODELO SA DE CV OGM MEETING DATE: 04/18/2005
ISSUER: P4833F104 ISIN: MXP4833F1044
SEDOL: 2380539, 7715277
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
ID 225117 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT 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.
I. APPROVE THE INFORMATION OF THE ADMINISTRATION Non-Voting *Management Position Unknown
BOARD INCLUDING THE AUDITOR S REPORT PRESENTATION
AND APPROVE THE FINANCIAL STATEMENTS OF THE ENTITY
AS OF 31 DEC 2004, INCLUDING THE COMMISAR S INFORM
II. APPROVE THE APPLICATION OF RETAINED EARNINGS Non-Voting *Management Position Unknown
INCLUDING THE PAYMENT OF A DIVIDEND OF MXN 3,414,347,613.60
OR MXN 1.05 PESOS PER SHARES AND FORMALIZE THE
RESOLUTIONS OF THE MEETING
III. APPROVE THE COMPENSATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
BOARD, THE COMMISAR, AND OTHER RELATED OFFICIALS
IV. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Non-Voting *Management Position Unknown
THE MEMBERS OF THE BOARD INCLUDING OTHER OFFICIALS
SUCH AS THE SECRETARY AND THE COMMISAR
V. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Non-Voting *Management Position Unknown
THE EXECUTIVE COMMITTEE
VI. APPROVE THE DESIGNATION OF THE DELEGATES TO FORMALIZE Non-Voting *Management Position Unknown
THE RESOLUTIONS OF THE MEETING
HENKEL KGAA OGM MEETING DATE: 04/18/2005
ISSUER: D32051126 ISIN: DE0006048432
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.
THANK YOU.
* PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND APPROVE THE 2004
FINANCIAL STATEMENTS
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting *Management Position Unknown
THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24
PER ORDINARY SHARE, PAYMENT OF A DIVIDEND OF
EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND
AND PAYABLE DATE 19 APR 2005
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN/FRANKFURT,
AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
FY 2005
7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting *Management Position Unknown
SHAREHOLDERS COMMITTEE
8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD
9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting *Management Position Unknown
AND PREFERRED SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES
ON OR BEFORE 17 OCT 2006; AND TO USE THE SHARES
WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE
PLAN, AND IN CONNECTION WITH THE MERGERS AND
ACQUISITIONS, 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,
AND TO RETIRE THE SHARES
10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD AND THE SHAREHOLDERS COMMITTEE
AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCIATION, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 50,000, THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THESE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER
OF THE SHAREHOLDERS COMMITTEE SHALL RECEIVE
A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-RELATED
REMUNERATION OF UP TO EUR 50,000, THE CHAIRMAN
SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN AND
ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS
OF ONE OR MORE COMMITTEES AS PER SECTION 32 OF
THE ARTICLES OF ASSOCIATION SHALL RECEIVE AN
ADDITIONAL REMUNERATION EQUAL TO THE TOTAL ANNUAL
REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS
COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL
RECEIVE TWICE THIS AMOUNT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN. THANK YOU.
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/19/2005
ISSUER: R91733114 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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1. OPENING OF MEETING BY THE CHAIRMAN OF THE BOARD Management For *Management Position Unknown
AND ANNOUNCEMENT OF LIST SHAREHOLDERS/PROXIES
PRESENT AT MEETING
2. ELECT TWO SHAREHOLDERS TO CO-SIGN THE MEETING Management For *Management Position Unknown
S PROTOCOL
3. APPROVE THE NOTICE AND THE AGENDA Management For *Management Position Unknown
4. APPROVE THE REPORT BY MANAGEMENT ON THE STATUS Management For *Management Position Unknown
OF THE COMPANY
5. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management For *Management Position Unknown
THE GROUP INCLUDING DIVIDEND PROPOSAL
6. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO DETERMINE THE REMUNERATION FOR THE Management For *Management Position Unknown
BOARD OF DIRECTORS, BOARD COMMITTEES AND THE
AUDITOR
8. ELECT THE BOARD OF DIRECTORS AND THE COMMITTEE Management For *Management Position Unknown
9. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL
U.S. BANCORP USB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 902973 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOEL W. JOHNSON Management Withheld Against
DAVID B. O'MALEY Management For For
O'DELL M. OWENS MD, MPH Management For For
CRAIG D. SCHNUCK Management Withheld Against
WARREN R. STALEY Management For For
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
03 AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE Management For For
SUPERMAJORITY VOTING.
04 SHAREHOLDER PROPOSAL: PERFORMANCE VESTING SHARES. Shareholder Against For
05 SHAREHOLDER PROPOSAL: PROHIBITION ON TAX AND Shareholder Against For
NON-AUDIT WORK BY INDEPENDENT AUDITORS.
VNU NV, HAARLEM AGM MEETING DATE: 04/19/2005
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 12 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3.A APPROVE THE ESTABLISHMENT OF ANNUAL ACCOUNTS Management For *Management Position Unknown
2004
3.B GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD FOR MANAGEMENT CONDUCTED IN 2004
3.C GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR SUPERVISION EXERCISED
3.D APPROVE THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
IN THE ENGLISH LANGUAGE AS FROM 2005
4.A APPROVE THE EXPLANATION DIVIDEND AND THE RESERVATION Management For *Management Position Unknown
POLICY
4.B APPROVE THE DIVIDEND PROPOSAL Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGEMENT TO PURCHASE Management For *Management Position Unknown
THE COMPANY S OWN SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES B
6.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY Management For *Management Position Unknown
SHARES ON 7% PREFERENCE SHARES
6.C AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES A
6.D AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management For *Management Position Unknown
OR EXCLUDE THE PRE-EMPTIVE RIGHT
7. RE-APPOINT AN EXTERNAL AUDITOR Management For *Management Position Unknown
8. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF MANAGEMENT
9. APPOINT MR. A. VAN ROSSUM AS THE MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AS FROM 19 APR 2005
10. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
11. ANNOUNCEMENTS AND QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
WACHOVIA CORPORATION WB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN D. BAKER, II* Management For For
PETER C. BROWNING* Management For For
DONALD M. JAMES* Management For For
VAN L. RICHEY* Management For For
G. KENNEDY THOMPSON* Management For For
JOHN C. WHITAKER, JR.* Management For For
WALLACE D. MALONE, JR** Management For For
ROBERT J. BROWN*** Management For For
02 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.
AXA, PARIS OGM MEETING DATE: 04/20/2005
ISSUER: F06106102 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR CLOSED ON 31 DEC 2004, IN
THE FORM PRESENTED TO THE MEETING
O.3 APPROVE THE PROFITS FOR THE FY: EUR 518,959,933.00; Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 2,487,060,253.00
I. E. AN AVAILABLE AMOUNT FOR THE ALLOCATION
OF THE INCOME WHICH REACHES THE SUM OF EUR 3,006,020,186.00;
APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL
SO OBTAINED AS FOLLOWS: LEGAL RESERVE: EUR 25,947,997.00;
GLOBAL DIVIDEND: EUR 1,164,150,944.00; CARRY
FORWARD ACCOUNT: EUR 1,815,921,245.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER SHARE
WITH A CUT OF EUR 0.305; THIS DIVIDEND WILL BE
PAID ON 28 APR 2005
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L. 225-86 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ANTHONY Management For *Management Position Unknown
HAMILTON AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management For *Management Position Unknown
LACHMANN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
PEBEREAU AS A MEMBER OF THESUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.10 RATIFY THE APPOINTMENT OF MR. LEO APOTHEKER Management For *Management Position Unknown
IN REPLACEMENT OF MR. ALFRED VONOPPENHEIM AS
A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE IN 2007 UPON THE
ANNUAL FINANCIAL STATEMENTS FOR LAST FISCAL YEAR
O.11 APPOINT MR. JACQUES DE CHATEAUVIEUX IN REPLACEMENT Management For *Management Position Unknown
OF MR. JACQUES CALVET ASA MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MRS. DOMINIQUE REINICHE AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,000,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 11 GIVEN BY THE GENERAL
MEETING OF 21 APR 2004, TO TRADE IN THE COMPANY
S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; APPROVE THAT IN CASE OF A
BID UPON THE COMPANY S EQUITY SHARES SETTLED
FULLY IN CASH, THE COMPANY CAN CONTINUE THE PROCEEDING
OF ITS STOCK REPURCHASE PROGRAMME; THE GENERAL
MEETING DELEGATES ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 14 GIVEN BY THE GENERAL
MEETING OF 30 APR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS
SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
COMPANY S CAPITAL THROUGH THE ISSUE OF COMMON
SHARES OR SECURITIES THAT ENTITLE THE BEARER
TO COMMON SHARES OF THE COMPANY OR ONE OF ITS
SUBSIDIARIES, WITH PREFERENTIAL SUBSCRIPTION
RIGHTS MAINTAINED
E.17 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE CAPITAL Management For *Management Position Unknown
THROUGH THE ISSUE OF COMMON SHARES OR SECURITIES
THAT ENTITLE THE BEARER TO SHARE CAPITAL OF THE
COMPANY OR ONE OF ITS SUBSIDIARIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED
E.18 AUTHORIZE THE MANAGEMENT BOARD, IN THE EVENT Management For *Management Position Unknown
THAT SHARES OR SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHTS WAIVED ARE ISSUED UNDER THE TERMS OF THE
SEVENTEENTH RESOLUTION, TO SET THE ISSUE PRICE
UNDER THE CONDITIONS DEFINED BY THE SHAREHOLDERS
AND UP TO A MAXIMUM OF 10% OF THE EQUITY CAPITAL
E.26 GRANT AUTHORITY TO GRANT STOCK PURCHASE AND/OR Management For *Management Position Unknown
STOCK SUBSCRIPTION OPTIONS
E.19 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
AMOUNT OF THE INITIAL ISSUE, IN THE EVENT THAT
SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER
THE TERMS SET FORTH IN THE SIXTEENTH TO THE EIGHTEENTH
RESOLUTIONS
E.20 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES, IN THE EVENT THAT A PUBLIC EXCHANGE
OFFER IS INITIATED BY THE COMPANY
E.21 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
CAPITAL OF THE COMPANY THROUGHTHE ISSUE OF COMMON
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN
KIND UP TO A MAXIMUM OF 10% OF SHARE CAPITAL
E.22 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES IN CONNECTION WITH THE ISSUE OF SECURITIES,
BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM
TO THE COMPANY S COMMON SHARES
E.23 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SECURITIES Management For *Management Position Unknown
ENTITLING THEIR BEARERS TOAN ALLOTMENT OF DEBT
INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE
OF THE COMPANY S CAPITAL
E.24 AUTHORIZE THE MANAGEMENT BOARD TO RESOLVE TO Management For *Management Position Unknown
ISSUE SECURITIES SECURING IMMEDIATE OR DEFERRED
ACCESS TO THE COMPANY S SHARE CAPITAL, RESERVED
FOR EMPLOYEES ENROLLED IN THE EMPLOYER SPONSORED
COMPANY SAVINGS PLAN
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
E.25 AUTHORIZE THE MANAGEMENT BOARD TO FREELY ALLOT Management For *Management Position Unknown
SHARES TO EMPLOYEES OF THE COMPANY
E.27 AUTHORIZE THE MANAGEMENT BOARD TO REDUCE CAPITAL Management For *Management Position Unknown
THROUGH THE CANCELLATION OF SHARES
E.28 AMEND THE BY-LAWS TO REFLECT CHANGES IN THE THRESHOLD Management Against *Management Position Unknown
FOR OWNERSHIP OF VOTINGRIGHTS WITH RESPECT TO
REGULATED AGREEMENTS
E.29 AMEND THE ARTICLE 12 OF THE BYLAWS, TO STIPULATE Management For *Management Position Unknown
THAT THE CONSENT OF THE SUPERVISORY BOARD IS
REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK
OPTION PLAN OF ANY KIND AND II) THE GRANTING
OF FREE ALLOTMENTS OF SHARES
E.30 GRANT AUTHORITY TO COMPLY WITH ALL FORMAL REQUIREMENTS Management For *Management Position Unknown
IN CONNECTION WITH THIS MEETING
* 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.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING
O.6 APPROVE THE RESIGNATION OF MR. THIERRY BRETON Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
O.4 APPROVE THAT, DUE TO THE EXCEPTIONAL TAX OF 2.5% Management For *Management Position Unknown
ON THE SUMS APPEARING IN THESPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE LIMIT
OF EUR 200,000,000.00, THAT AN AMOUNT OF EUR
200,000,000.00 CHARGED TO THE SPECIAL RESERVE
ON LONG- TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED
TO THE ORDINARY RESERVE ACCOUNT; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES ACCOMPLISH ALL NECESSARY FORMALITIES
BANCO BPI SA, PORTO AGM MEETING DATE: 04/20/2005
ISSUER: X04608109 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2004 REPORT AND RESULTS AND THE 2004 Management For *Management Position Unknown
CONSOLIDATED REPORT AND RESULTS
2. APPROVE THE PROFIT S APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
4. ELECT THE MEMBERS OF THE CORPORATE BOARDS FOR Management For *Management Position Unknown
THE NEXT 3 YEARS
5. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
* PLEASE NOTE THAT 1000 MINIMUM SHARES HAVE 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
CARREFOUR SA MIX MEETING DATE: 04/20/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 11 APR 2005 HAS BEEN POSTPONED TO 20 APR 2005.
PLEASE ALSO NOTE THE 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.
* 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221840 DUE TO THE CHANGE IN MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
PLEASE ALSO NOTE THE NEW CUT-OFF DATE. THANK
YOU.
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
E.22 APPROVE THE POWERS FOR FORMALITIES Management For *Management Position Unknown
IMPRESA SOCIEDADE GESTORA DE PARTICIPACOES SOCIAS SA AGM MEETING DATE:
04/20/2005
ISSUER: X3570M117 ISIN: PTIPR0AM0000 BLOCKING
SEDOL: 4569950, 5979406
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE, UNDER ARTILCE 376, N.1 AND ARTICLE 508-A Management For *Management Position Unknown
OF THE COMPANY S CODE, THE ANNUAL REPORT, THE
AUDITORS REPORT, THE CONSOLIDATED ANNUAL REPORT
AND ALSO THE CONSOLIDATED AUDITOR S REPORT FOR
2004
2. APPROVE THE PROFITS APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANYS Management For *Management Position Unknown
MANAGEMENT AND AUDITING
4. RATIFY THE DIRECTOR CO-OPTATION Management For *Management Position Unknown
5. ELECT THE ALTERNATE SUPERVISOR Management For *Management Position Unknown
* PLEASE NOTE THAT EVERY 100 SHARES IS EQUAL TO Non-Voting *Management Position Unknown
1 VOTE. THANK YOU.
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/21/2005
ISSUER: 001084 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HERMAN CAIN Management For For
WOLFGANG DEML Management For For
DAVID E. MOMOT Management For For
MARTIN RICHENHAGEN Management For For
TEXAS INSTRUMENTS INCORPORATED TXN ANNUAL MEETING DATE: 04/21/2005
ISSUER: 882508 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J.R. ADAMS Management For For
D.L. BOREN Management For For
D.A. CARP Management For For
C.S. COX Management For For
T.J. ENGIBOUS Management For For
G.W. FRONTERHOUSE Management For For
D.R. GOODE Management For For
P.H. PATSLEY Management For For
W.R. SANDERS Management For For
R.J. SIMMONS Management For For
R.K. TEMPLETON Management For For
C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Management For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Management For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
CORPORACION GEO SA DE CV GEO EGM MEETING DATE: 04/22/2005
ISSUER: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. AMEND THE COMPANY BY-LAWS IN ORDER TO COMPLY Management For *Management Position Unknown
WITH THE BEST CORPORATIVE PRACTICES CODE
2. APPOINT THE DELEGATES TO EXECUTE AND LEGALIZE Management For *Management Position Unknown
THE RESOLUTIONS OF THE EXTRAORDINARY MEETING
OF THE SHAREHOLDERS
3. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
CORPORACION GEO SA DE CV GEO OGM MEETING DATE: 04/22/2005
ISSUER: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
PURSUANT TO ARTICLE 172 OF COMMERCIAL COMPANIES
LAW FOR THE FY BETWEEN 01 JAN 2004 AND 31 DEC
2004 INCLUDING THE REPORT OF THE AUDITORS COMMITTEE
2. APPROVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For *Management Position Unknown
AS ON 31 DEC 2004; REPORT OF THE COMMISSIONER
3. APPROVE TO CONFIRM THE ACTIVITIES PERFORMED BY Management For *Management Position Unknown
THE BOARD OF DIRECTORS DURING THE FYE 31 DEC
2004
4. APPROVE THE APPLICATION OF THE EARNINGS FOR Management For *Management Position Unknown
THE FYE 31 DEC 2004
5. APPROVE THE AMOUNT FOR THE FUND TO PURCHASE THE Management For *Management Position Unknown
COMPANY SHARES, REPRESENTING THE CAPITAL STOCK,
DIVIDENDS DISTRIBUTION AND THE MAXIMUM AMOUNT
OF COMPANY SHARES THAT MAY BE PURCHASED
6. APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
SECRETARY AND THE COMMISSIONER
7. APPROVE TO SET THE ALLOWANCES FOR THE MEMBERS Management For *Management Position Unknown
OF THE BOARD OF DIRECTORS, SECRETARY AND THE
COMMISSIONER
8. APPOINT THE DELEGATES TO LEGALIZE THE RESOLUTIONS Management For *Management Position Unknown
OF THE MEETING
9. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
GROUPE DANONE MIX MEETING DATE: 04/22/2005
ISSUER: F12033134 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437, B018SX1, B01HK10, B01HKG5
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 12 APR 2005 HAS BEEN POSTPONED AND WILL BE
HELD ON SECOND CALL ON 22 APR 2005. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* 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.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BRUNO Management For *Management Position Unknown
BONNELL AS DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 RATIFY THE CO-OPTATION OF MR. HIROKATSU HIRANO Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
22 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE FY, ENDING ON 31 DEC 2004
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
DAVID-WEILL AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MR. BERNARD HOURS AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 RATIFY THE CO-OPTATION OF MR. JEAN LAURENT, AS Management For *Management Position Unknown
A DIRECTOR UNTIL THE OGM CALLED TO DELIBERATE
ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE
PRICE: EUR 60.00; MAXIMUM NUMBER OF SHARES TO
BE TRADED: 18,000,000; AUTHORITY IS GIVEN FOR
A PERIOD OF 18 MONTHS ; APPROVE TO CANCEL AND
REPLACE THE DELEGATION SET FORTH IN RESOLUTION
12 AND GIVEN BY THE COMBINED GENERAL MEETING
OF 15 APR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.13 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 12 AND GIVEN
BY THE COMBINED GENERAL MEETING OF 11 APR 2003,
TO ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS
OR SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 2,000,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 5 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 13 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 45,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, PREFERENTIAL RIGHT OF SUBSCRIPTION
MAINTAINED AND THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED NOT EXCEEDING EUR 2,000,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 33,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, WITHOUT THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED
PROVIDED THAT THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS, FOR THE ISSUES Management For *Management Position Unknown
REFERRED TO IN RESOLUTIONS 14 AND 15, TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
O.3 APPROVE THAT THE PROFITS FOR THE FY AMOUNT TO Management For *Management Position Unknown
EUR 422,978,494.25 AND THE PRIOR RETAINED EARNINGS
AMOUNT TO EUR 1,268,339,828.36, AND TO APPROPRIATE
THE DISPOSABLE PROFITS OF EUR 1,696,305,822.61
AS FOLLOWS: GLOBAL DIVIDEND: EUR 361,928,952.00;
CARRY FORWARD ACCOUNT: EUR 1,334,376,870.61;
AN AMOUNT OF EUR 200,000,000.00 CHARGED TO THE
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS WILL
BE TRANSFERRED TO THE ORDINARY RESERVES ACCOUNT;
AN AMOUNT OF EUR 4,987,500.00 CHARGED TO THE
ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO
THE CARRY FORWARD ACCOUNT FOLLOWING THIS APPROPRIATION;
THE CARRY FORWARD ACCOUNT WILL AMOUNT TO EUR
1,339,634,370.61; THE SHAREHOLDERS TO RECEIVE
A NET DIVIDEND OF EUR 1.35 PER SHARE AND THIS
DIVIDEND WILL BE PAID ON 17 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE
O.17 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL AS A REMUNERATION OF SHARES TENDERED
TO ANY PUBLIC EXCHANGE OFFER MADE BY THE COMPANY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.18 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE THE Management For *Management Position Unknown
COMPANY S SHARES AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE
CONTRIBUTIONS IN KIND, PROVIDED THAT IT DOES
NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.19 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE ONE Management For *Management Position Unknown
OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, SECURITIES
GIVING RIGHTS TO THE ALLOCATION OF THE DEBT SECURITIES
SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED
TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED
THAT THE NOMINAL VALUE OF DEBT SECURITIES TO
BE ISSUED SHALL NOT EXCEED EUR 2,0000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00
BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME
OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CAPITALIZABLE
ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE AND
ALLOCATION OF FREE SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES OR BY SIMULTANEOUSLY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 15 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004 , TO INCREASE
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY
SAVINGS PLAN PROVIDED THAT THE AMOUNT SHALL NOT
EXCEED 2,000,000.00; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, EMPLOYEES Management For *Management Position Unknown
AND OFFICERS, REPLACING THE DELEGATION SET FORTH
IN RESOLUTION 15 AND GIVEN BY THE GENERAL MEETING
OF 15 APR 2004, TO PURCHASE COMPANY S EXISTING
SHARES, PROVIDED THAT THE TOTAL NUMBER OF SHARES
NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ONE OR MORE Management For *Management Position Unknown
TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES,
EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES,
PROVIDED THAT THE TOTAL NUMBER OF SHARES NOT
TO EXCEED 0.40% OF THE COMPANY S SHARE CAPITAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.24 AUTHORIZE THE BOARD OF DIRECTORS IN SUBSTITUTION Management For *Management Position Unknown
TO THE EARLIER AUTHORIZATIONS, TO REDUCE THE
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD
OF 24 MONTHS
O.25 GRANT ALL POWERS TO THE BEARER OF THE A COPY Management For *Management Position Unknown
OF AN EXTRACT OF THE MINUTES OF THIS MEETING
IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
GRUPO MEDIA CAPITAL SGPS, S.A., LISBOA AGM MEETING DATE: 04/22/2005
ISSUER: X3243Y100 ISIN: PTGMC0AM0003 BLOCKING
SEDOL: B00FT74, B05PQD4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ELECT THE CHAIRMAN OF THE GENERAL MEETING Management For *Management Position Unknown
2. RATIFY THE NOMINATION BY COOPTATION OF A MEMBER Management For *Management Position Unknown
OF THE BOARD OF DIRECTORS
3. RATIFY THE ELECTION OF THE SOLE AUDITOR AND THE Management For *Management Position Unknown
SUPPLY AUDITOR
4. APPROVE THE SALARY COMITION COMPOSITION Management For *Management Position Unknown
5. APPROVE THE 2004 ANNUAL REPORT AND THE AUDITOR Management For *Management Position Unknown
S REPORT
6. APPROVE THE APPROPRIATION OF THE PROFITS Management For *Management Position Unknown
7. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND THE AUDITING
8. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
9. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
10. AMEND THE ARTICLES 2, 4, 18 OF THE COMPANY BY-LAWS Management For *Management Position Unknown
* PLEASE NOTE THAT FOR 1000 SHARES THERE IS 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
SM PRIME HOLDINGS INC AGM MEETING DATE: 04/25/2005
ISSUER: Y8076N112 ISIN: PHY8076N1120
SEDOL: 6818843
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
THE STOCKHOLDERS HELD ON 22 APR 2004
4. RECEIVE THE PRESIDENT S REPORT Management For *Management Position Unknown
5. RATIFY THE ACTS OF THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT FROM THE DATE OF THE LAST ANNUAL
STOCKHOLDERS MEETING UP TO THE DATE OF THIS
MEETING
6. ELECT THE DIRECTORS FOR 2005 TO 2006 Management For *Management Position Unknown
7. APPOINT THE EXTERNAL AUDITORS Management For *Management Position Unknown
8. OTHER MATTERS Other For *Management Position Unknown
9. ADJOURNMENT Management For *Management Position Unknown
DEUTSCHE TELEKOM AG, BONN AGM MEETING DATE: 04/26/2005
ISSUER: D2035M136 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616, B01DGB0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
5. RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT Management For *Management Position Unknown
AUDITOR AND THE GROUP AUDITOR FOR THE 2005 FINANCIAL
YEAR. THE SUPERVISORY BOARD PROPOSES THAT PWC
DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGE
SETLSCHAFT, FRANKFURT AM MAIN, AND ERNST & YOUNG
DEUTSCHE AG WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
STUTT GART, BE JOINTLY APPOINTED AS THE INDEPENDENT
AUDITOR AND GROUP AUDITOR FOR THE 2005 FINANCIAT
YEAR, SUB JECT TO THE PROVISO THAT EACH AUDITOR
IS ABLE TO CON DUCT THE AUDIT ALONE IF THE OTHER
AUDITOR SHOULD DROP OUT FOR A REASON FOR WHICH
THE COMPANY IS NOT RESPONSIBLE.
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN
2. RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For *Management Position Unknown
THE BOARD OF MANAGEMENT AND SUPERVISORY BOARD
PROPOSE THAT THE NET INCOME TOTALING EUR 2,881,090,240,54
BE USED AS FOLLOWS: PAYMENT OF A DIVIDEND OF
EUR 0,62 FOR EACH INDIVIDUAL DIVIDEND-BEARING
NO PAR VALUE SHARE AND CARRYING FORWARD OF THE
REMAINING BALANCE TO THE NEW ACCOUNT. BASED ON
THIS PROPOSED DIVIDEND, A DIVIDEND TOTAL RESULTING
FROM THE DIVIDEND-BEARING CAPITAL STOCK OF 1
0,675,798,676,48 ON THE DAY OF PUBLISHING THE
ANNUAL FINANCIAL STATEMENTS (ON FEBRUARY 22,
2005), DIVIDED UP INTO 4,1 70,233,858 INDIVIDUAL
NO PAR VALUE SHARES, IS 2,585,544,991,96, AND
THE RETAI NED PROFIT BROUGHT FORWARD IS 295,545,248,58.
THE FINAL AMOUNTS DEPEND ON THE NUMBER OF SHARES
CARRYING DIVIDEND RIGHTS ISSUED WHEN THE VOTE
ON THE RESOLUTION ON THE APPROPRIATION OF NET
INCOME WAS TAKEN. IF THE NUMBER OF SHARES CARRYING
DIVIDEND RIGHTS DECREASES, THE AMOUNT TO BE CARRIED
FORWARD TO THE NEW ACCOUNT INCREASES ACCORDINGLY.
IF THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS
INCREASES, THE AMOUNT TO BE CARRIED FORWARD TO
THE NEW ACCOUNT DECREASES ACCORDINGLY. THE DIVIDEND
IS PAYABLE ON APRIL 28, 2005.
3. RESOLUTION REGARDING APPROVAL OF THE BOARD OF Management For *Management Position Unknown
MANAGEMENTS ACTIONS FOR THE 2004 FINANCIAL YEAR.
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE BOARD OF MANAGEMENTS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
8. ELECTION OF DR. WOLFGANG REITZLE AS MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD.
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Management For *Management Position Unknown
STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS
APPROVED BY THE SUPERVISORY BOARD AS OF DECEMBER
31, 2004, THE COMBINED MANAGEMENT REPORT FOR
DEUTSCHE TELEKOM AG AND THE GROUP AND THE SUPERVISORY
BOARD S REPORT ON THE 2004 FINANCIAL YEAR.
ILABLE FOR INSPECTION
IN THE BUSINESS OFFICES OF DEUTSCHE TELEKOM AG
AT THE COMPANY S REGISTERED OFFICE, FRIEDRICH-EBERT-ALLEE
140, 53113 BONN, GERMANY, AND ON THE INTERNET
AT HTTP://WWW.TELEKOM.DE THEY WILL ALSO
BE AVAILABLE FOR INSPECTION DURING THE SHAREHOLDERS
MEETING.
4. RESOLUTION REGARDING APPROVAL OF THE SUPERVISORY Management For *Management Position Unknown
BOARDS ACTIONS FOR THE 2004 FINANCIAL YEAR. THE
BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE SUPERVISORY BOARDS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
6. RESOLUTION AUTHORIZING THE COMPANY TO PURCHASE Management For *Management Position Unknown
AND USE ITS OWN SHARES INCLUDING USE FOR EXCLUSION
OF SUBSCRIPTION RIGHTS. THE BOARD OF MANAGEMENT
AND THE SUPERVISORY BOARD PROPOSE THE ADOPTION
OF THE FOLLOWING RESOLUTION: THE BOARD OF MANAGEMENT
IS AUTHORIZED TO PURCHASE A TOTAL OF 419,786,533
SHARES IN THE COM PANY BY OCTOBER 25, 2006, WHICH
IS SLIGHTLY LESS THAN 10% OF THE CAPITAL STOCK,
SUBJECT TO THE PROVI SO THAT THE SHARES TO BE
PURCHASED ON THE BASIS OF THIS AUTHORIZATION
IN CONJUNCTION WITH THE OTHER SHARES OF THE COMPANY
WHICH THE COMPANY HAS ALREADY PURCHASED AND STILL
POSSESSES OR ARE TO BE ASSIGNED TO IT UNDER 71
D AND 71 E AKTG DO NOT AT ANY TIME ACCOUNT FOR
MORE THAN 10% OF THE COMPANYS CAPITAL STOCK.
THIS AUTHORIZATION MAY BE EXERCISED AS A WHOLE
OR IN PORTIONS. THE PUR CHASE CAN BE CARRIED
OUT IN PARTIAL TRANCHES SPREAD OVER VARIOUS PURCHASE
DATES WITHIN THE AUTHORIZATION PERIOD UNTIL THE
MAXIMUM PURCHASE VOLUME IS REACHED. THE SHARES
MAY ALSO BE PURCHASED BY DEPENDENT GROUP COMPANIES
OF DEUTSCHE TETEKOM AG AS DEFINED IN 17 AKTG
(GERMAN STOCK CORPORATION ACT) OR THIRD PARTIES
FOR THE ACCOUNT OF DEUTSCHE TETEKOM AG OR FOR
THE ACCOUNT OF THE DEPENDENT GROUP COMPANIES
OF DEUTSCHE TELEKOM AG PURSUANT TO 17 AKTG.
7. ELECTION OF STATE SECRETARY VOLKER HALSCH AS Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD. BY ORDER OF
BONN LOCAL COURT OF SEPTEMBER 24, 2004, STATE
SECRETARY MR. VOLKER HALSCH HAS BEEN APPOINTED
A MEMBER OF THE COMPANYS SUPERVISORY BOARD WITH
EFFECT FROM OCTOBER F, 2004, IN LIEU OF DR. MANFRED
OVERHAUS, WHO RESIGNED FROM OFFICE WITH EFFECT
FROM SEPTEMBER 30, 2004, HE IS NOW TO BE ELECTED
AS A MEMBER OF THE SUPERVISORY BOARD BY THE SHARE
HOLDERS MEETING.
9. RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE Management For *Management Position Unknown
BONDS AND/OR BONDS WITH WAR RANTS (WHICH CAN
ALSO EACH HAVE DIVIDEND-RELATED INTEREST LIKE
A PARTICIPATING BOND) UNDER THE REVO CATION OF
THE EXISTING AUTHORIZATION AND CREATION OF ADDITIONAL
CONTINGENT CAPITAL AND AMENDMENT TO THE ARTICLES
OF INCORPORATION AS WELL AS THE OP TION OF EXCLUDING
THE SUBSCRIPTION RIGHT. THE BOARD OF MANAGEMENT
AND THE SUPEN BOARD PROPOSE THE ADOPTION OF THE
FOLLOWING RESOLUTION: A) AUTHORIZATION TO ISSUE
CONVERTIBLE BONDS AND/OR BONDS WITH WARRANTS
ARID TO EXCLUDE THE SUBSCRIPTION RIGHT (1) AUTHORIZATION
PERIOD, PAR VALUE, NUMBER OF SHARES, TERM, INTEREST
THE BOARD OF MANAGEMENT IS AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO ISSUE ON
ONE OR MORE OCCASIONS BY APRIL 25,2010, BEARER
AND/OR REGISTERED CONVERTIBLE BONDS AND/OR BONDS
WITH WARRANTS (HEREINAFTER ALSO REFERRED TO AS
BONDS HAVING A TOTAL PAR VALUE OF UP TO 5,000,000,000
WITH A TERM OF UP TO 30 (THIRTY) YEARS AND TO
GRANT TO THE HOLDERS OR CREDITORS OF BONDS CONVERSION
OR OPTION RIGHTS FOR SHARES OF DEUTSCHE TELEKOM
AG REPRESENTING A PROPORTION OF THE CAPITAL STOCK
NOT TO EXCEED 600,000,000, AS MORE CLOSELY DEFINED
IN THE TERMS AND CONDI TIONS FOR THE BONDS. THE
BONDS CAN ALSO HAVE VARI ABLE INTEREST, WHEREBY
THE INTEREST, AS IN A PARTICI PATING BOND CAN
DEPEND PARTIALLY OR COMPLETELY ON THE AMOUNT
OF THE COMPANYS DIVIDEND.
10. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH MAGYARCOM HOLDING GMBH.
11. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEFLEETSERVICES
12. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DFMG HOLDING GMBH.
13. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETE IMMOBILIEN, DEUTSCHE TELEKOM
LMMOBILIEN UND SERVICE GMBH
14. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DELEASSEKURANZ - DEUTSCHE TELEKOM
ASSEKURANZ-VERMITTLUNGS GESEILSCHAFT MBH.
15. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-PUNKT VERTRIEBS GESELLSCHAFT
MBH.
16. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DEUTSCHE TELEKOM TRAINING GMBH.
17. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-SYSTEMS INTERNATIONAL GMBH.
18. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEMEDIEN, DEUTSCHE TELEKOM MED
IEN GMBH.
19. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH CARMEN TELEKOM MUNIKATIONSDIENSTE
GMBH
20. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH NORMA TELEKOM MUNIKATIONSDIENSTE
GMBH.
21. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH TRAVIATA TELEKOMMUNIKATIONSDIENSTE
GMBH.
22. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT Management For *Management Position Unknown
AND LOSS TRANSFER AGREEMENT WITH MAGYARCOM HOLDING
GMBH.
23. AMENDMENT OF THE ARTICLES OF INCORPORATION IN Management For *Management Position Unknown
LINE WITH THE DRAFT BILL FOR THE LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE
(UMAG UNTERNEHMENSINTEGRITT UND MODERNISIERUNG
DES ANFECHTUNGSRECHTS). ON NOVEMBER 17, 2004.
THE GERMAN GOVERNMENT BROUGHT FORWARD THE DRAFT
BILL FOR THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE (UMAG.) UMAG SERVES,
AMONG OTHER THINGS, TO SUPPLEMENT 131(2) OF THE
AKTG, ACCORDING TO WHICH THE CHAIR OF THE MEETING
CAN BE AUTHORIZED IN THE ARTICLES OF INCORPORATION
TO PUT A TIME LIMIT ON THE SHAREHOLDERS RIGHT
TO SPEAK AND ASK QUESTIONS. UMAG IS LIKELY TO
COME INTO FORCE AFTER THE EXPLANA TORY MEMORANDUM
BY THE GOVERNMENT ON NOVEMBER 1, 2005. THE ARTICLES
OF INCORPORATION OF DEUTSCHE TELEKOM AG SHALL
BE AMENDED IN LINE WITH THE FUTURE LEGAL PROVISIONS
ON A TIMELY BASIS PRIOR TO THE NEXT SHAREHOLDERS
MEETING. THE BOARD OF MANAGEMENT AND SUPERVISORY
BOARD THEREFORE RECOMMEND THE ADOPTION OF THE
FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION:
1 7 (2) OF THE ARTICLES OF INCORPORATION PRESENTLY
READS AS FOLLOWS: THE CHAIRMAN SHALL RUN THE
MEETING. HE SHALL DETER MINE THE ORDER OF DISCUSSION
OF AGENDA ITEMS AS WELL AS THE MANNER AND ORDER
OF VOTING. A THIRD SENTENCE WILL BE ADDED TO
17(2) OF THE ARTICLES OF INCORPORATION AS FOLLOWS:
HE MAY SET AN APPROPRIATE TIME LIMIT FOR SHARE
HOLDERS RIGHT TO SPEAK AND ASK QUESTIONS; HE
CAN, IN PARTICULAR, APPROPRIATELY DETERMINE THE
LENGTH OF THE SHAREHOLDERS MEETING AND THE TIME
ALLOTTED FOR DIS CUSSING ITEMS ON THE AGENDA
OR FOR ANY INDIVIDUAL QUESTIONS OR COMMENTS.THE
BOARD OF MANAGEMENT SHALL BE INSTRUCTED NOT TO
ENTER THE AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR REGISTRATION AT THE COMMERCIAL REGISTER UNTIL
THE PROVISIONS DESCRIBED ABOVE REGARDING THE
RESTRICTION OF THE RIGHT TO SPEAK AND ASK QUESTIONS
ENTER INTO FORCE IN A VERVION THAT, APART FROM
ANY SLIGHT EDITORIAL CHANGES, SUBSTANTIALLY COMPLIES
WITH THE BUNDESRATS 03/05 OFFICIAL DOCUMENT IN
TERMS OF CONTENT.
* 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM AND UNLESS THE MEETING IS CONCLUDED,
THERE WILL BE A SECOND CALL ON 27 APR 2005. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK
YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 19 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
1. OPENING AND ANNOUNCEMENTS Management *Management Position Unknown
2.A RECEIVE THE REPORT OF BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD FOR 2004
2.b APPROVE THE PROFIT RETENTION AND DISTRIBUTION Management *Management Position Unknown
POLICY
3.a APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management *Management Position Unknown
3.b APPROVE THE DIVIDEND FOR 2004 Management *Management Position Unknown
4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management *Management Position Unknown
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE CORPORATE GOVERNANCE Management *Management Position Unknown
6.a RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.b RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.c APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.d APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
7. APPROVE THE MAXIMUM NUMBER OF STOCK OPTIONS AND Management *Management Position Unknown
PERFORMANCE SHARES TO BE GRANTED TO THE MEMBERS
OF THE BOARD OF MANAGEMENT
8.a GRANT AUTHORITY TO ISSUE THE ORDINARY SHARES Management *Management Position Unknown
8.b GRANT AUTHORITY TO ISSUE PREFERENCE B SHARES Management *Management Position Unknown
9. GRANT AUTHORITY TO ACQUIRE CERTIFICATES OF Management *Management Position Unknown
SHARES IN ITS OWN CAPITAL
10. ANY OTHER BUSINESS AND CLOSURE Other *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
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
208716 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. OPENING REMARKS AND ANNOUNCEMENTS Non-Voting *Management Position Unknown
2.B PROFIT RETENTION AND DISTRIBUTION POLICY Non-Voting *Management Position Unknown
3.B FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 PER (DEPOSITARY Management For *Management Position Unknown
RECEIPT FOR AN) ORDINARY SHARE WILL BE PROPOSED
TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR
0.49 MADE PAYABLE IN SEPTEMBER 2004, THE FINAL
DIVIDEND WILL AMOUNT TO EUR 0.58 PER (DEPOSITARY
RECEIPT FOR AN) ORDINARY SHARE. REFERENCE IS
ALSO MADE TO PAGE 143 OF THE ANNUAL REPORT 2004
4.A DISCHARGE OF THE EXECUTIVE BOARD IN RESPECT OF Management For *Management Position Unknown
THE DUTIES PERFORMED DURING THE YEAR 2004
4.B DISCHARGE OF THE SUPERVISORY BOARD IN RESPECT Management For *Management Position Unknown
OF THE DUTIES PERFORMED DURING THE YEAR 2004
5.A WITH A VIEW TO THE DUTCH CORPORATE GOVERNANCE Management For *Management Position Unknown
CODE, THE GENERAL MEETING OF SHAREHOLDERS IS
INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION
OF THE CODE BY THE COMPANY AS DESCRIBED IN THE
DOCUMENT THE DUTCH CORPORATE GOVERNANCE CODE
- ING S IMPLEMENTATION OF THE TABAKSBLAT CODE
FOR GOOD CORPORATE GOVERNANCE
5.B WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE EXECUTIVE BOARD, AS IT WAS DRAWN UP BY
THE SUPERVISORY BOARD
5.C WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE SUPERVISORY BOARD, AS IT WAS DRAWN UP
BY THE SUPERVISORY BOARD. IN COMPARISON WITH
THE PRESENT PROFILE OF THE SUPERVISORY BOARD,
THE CHANGES INVOLVE ONLY REPHRASINGS AND NO MATERIAL
CHANGES
6.A REAPPOINTMENT OF LUELLA GROSS GOLDBERG Management For *Management Position Unknown
6.B REAPPOINTMENT OF GODFRIED VAN DER LUGT Management For *Management Position Unknown
6.C APPOINTMENT OF JAN HOMMEN Management For *Management Position Unknown
6.D APPOINTMENT OF CHRISTINE LAGARDE Management For *Management Position Unknown
7. IT IS PROPOSED TO APPROVE THAT THE MAXIMUM NUMBER Management For *Management Position Unknown
OF STOCK OPTIONS AND PERFORMANCE SHARES TO BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD
FOR 2004 WILL BE 374,700 STOCK OPTIONSAND 136,200
PERFORMANCE SHARES
8.A IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
ORDINARY SHARES, TO GRANT THE RIGHT TO TAKE UP
SHARES AND TO RESTRICT OR EXCLUDE PREFERENTIAL
RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES
TO THE PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT
TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS):
(I) FOR A TOTAL OF 220,000,000 ORDINARY SHARES,
PLUS (II) FOR A TOTAL OF 220,000,000 ORDINARY
SHARES, ONLY IF THESE SHARES ARE ISSUED IN CONNECTION
WITH THE TAKE-OVER OF A BUSINESS OR COMPANY
8.B IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
PREFERENCE B SHARES AND TO GRANT THE RIGHT TO
TAKE UP SHARES WITH OR WITHOUT PREFERENTIAL RIGHTS
OF SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE
PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT TO
EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS)
FOR 10,000,000 PREFERENCE B SHARES WITH A NOMINAL
VALUE OF EUR 0.24 EACH, PROVIDED THESE ARE ISSUED
FOR A PRICE PER SHARE THAT IS NOT BELOW THE HIGHEST
PRICE PER DEPOSITARY RECEIPT FOR AN ORDINARY
SHARE, LISTED ON THE EURONEXT AMSTERDAM STOCK
EXCHANGE, ON THE DATE PRECEDING THE DATE ON WHICH
THE ISSUE OF PREFERENCE B SHARES OF THE RELEVANT
SERIES IS ANNOUNCED THIS AUTHORISATION WILL ONLY
BE USED IF AND WHEN ING GROEP N.V. IS OBLIGED
TO CONVERT THE ING PERPETUALS III INTO SHARES
PURSUANT TO THE CONDITIONS OF THE ING PERPETUALS
III
9. IT IS PROPOSED THAT THE EXECUTIVE BOARD BE AUTHORISED Management For *Management Position Unknown
FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26 APRIL
2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY OR DEPOSITARY
RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED
BY THE LAW AND BY THE ARTICLES OF ASSOCIATION
AT A PRICE WHICH IS NOT LOWER THAN THE NOMINAL
VALUE OF THE SHARES AND NOT HIGHER THAN THE HIGHEST
PRICE AT WHICH THE DEPOSITARY RECEIPTS FOR THE
COMPANY S SHARES OF THE SAME TYPE ARE TRADED
ON THE EURONEXT AMSTERDAM STOCK MARKET ON THE
DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED
10. ANY OTHER BUSINESS AND CONCLUSION Non-Voting *Management Position Unknown
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting *Management Position Unknown
BLOCKING IS LIMITED TO THE PERIOD BETWEEN THE
CUT-OFF DATE SET ON 13 APR 2005 AND ONE DAY FOLLOWING
THE REGISTRATION DATE SET ON 19 APR 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-OFF DATE
ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE
INSTRUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION
DATE. THANK YOU.
2.A REPORTS OF THE EXECUTIVE BOARD AND THE SUPERVISORY Non-Voting *Management Position Unknown
BOARD FOR 2004
3.A ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/26/2005
ISSUER: 806605 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HANS W. BECHERER Management For For
KATHRYN C. TURNER Management For For
ROBERT F.W. VAN OORDT Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS Shareholder For Against
04 SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shareholder Against For
SOCIETE GENERALE OGM MEETING DATE: 04/26/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORTOF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
2. APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
6. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
IULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
8. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
4. APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
9. APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
10. AMEND ARTICLE OF ASSOCIATION NUMBER 6 AND RELATING Management For *Management Position Unknown
TO DECLARATION WHEN SHAREHOLDERS EXCEED STATUTORY
THRESHOLDS
3. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE 2004 FY
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
12. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 14 MONTHS
13. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
09 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU.
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING DATE: 04/26/2005
ISSUER: 693475 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management For For
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
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
FOR 2005.
AGGREKO PLC AGM MEETING DATE: 04/27/2005
ISSUER: G0116S102 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown
3. APPROVE A DIVIDEND Management For *Management Position Unknown
4. RE-ELECT MR. P.G. ROGERSON Management For *Management Position Unknown
5. RE-ELECT MR. N.H. NORTHRIDGE Management For *Management Position Unknown
6. RE-ELECT MR. F.A.B. SHEPHERD Management For *Management Position Unknown
7. RE-APPOINT THE AUDITORS Management For *Management Position Unknown
S.8 APPROVE THE ALLOTMENT FOR CASH Management For *Management Position Unknown
S.9 APPROVE THE PURCHASE OF OWN SHARES Management For *Management Position Unknown
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF OGM MEETING DATE: 04/27/2005
ISSUER: D24909109 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 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 1,549,010,497.05 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-DIVIDEND
AND PAYABLE DATE: 28 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 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 COMPANY S SHARE CAPITAL BY UP TO EUR 540,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES
AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFORE
27 APR 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS FOR A CAPITAL INCREASE AGAINST PAYMENT
IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO BOND HOLDERS, FOR A CAPITAL
INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, AND FOR THE ISSUE OF
SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES,
OR AGAINST PAYMENT IN KIND; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
6. 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, ON OR BEFORE 27 OCT 2006;
THE SHARES MAY BE ACQUIRED THROUGH THE STOCK
EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE
NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE
SHARES, BY WAY OF A PUBLIC REPURCHASE OFFER TO
ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER
FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE ADMITTED
TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE
OF THE SHARES, AND BY USING DERIVATIVES IN THE
FORM OF CALL OR PUT OPTIONS IF THE EXERCISE PRICE
IS NEITHER MORE THAN 10% ABOVE NOR MORE THAN
20% BELOW THE MARKET PRICE OF THE SHARES; TO
DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A 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 COMPANY S AND ITS AFFILIATES
EMPLOYEES; THE SHARES MAY ALSO BE RETIRED
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED E.ON FINANZANLAGEN
GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB 2005,
UNTIL AT LEAST 31 DEC 2010
8. APPROVE THAT, FROM THE 2005 FY, THE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 55,000, A VARIABLE REMUNERATION
OF EUR 115 FOR EVERY EUR 0.01 OF THE DIVIDEND
PAYMENT PER SHARE IN EXCESS OF EUR 0.10, AND
AN ADDITIONAL VARIABLE REMUNERATION OF EUR 70
FOR EVERY EUR 0.01 OF THE EARNINGS PER SHARE
IN EXCESS OF EUR 2.30; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
10. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2005
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG , AS FOLLOWS: SECTION 15, REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY
S MEETING.
INSITUFORM TECHNOLOGIES, INC. INSU ANNUAL MEETING DATE: 04/27/2005
ISSUER: 457667 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BIDDELMAN Management For For
STEPHEN P. CORTINOVIS Management For For
JOHN P. DUBINSKY Management For For
JUANITA H. HINSHAW Management For For
ALFRED T. MCNEILL Management For For
THOMAS S. ROONEY, JR. Management For For
SHELDON WEINIG Management For For
ALFRED L. WOODS Management For For
02 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT PUBLIC AUDITORS.
METROPOLITAN BANK & TRUST CO MBTC AGM MEETING DATE: 04/27/2005
ISSUER: Y6028G136 ISIN: PHY6028G1361
SEDOL: 6514442
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
STOCKHOLDERS HELD ON 28 APR 2004
4. APPROVE THE REPORT TO THE STOCKHOLDERS Management For *Management Position Unknown
5. RATIFY THE CORPORATE ACTS Management For *Management Position Unknown
6. ELECT THE DIRECTORS Management For *Management Position Unknown
7. OTHER MATTERS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 04/27/2005
ISSUER: 592688 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
FRANCIS A. CONTINO 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/27/2005
ISSUER: 601073 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MELVIN D. BOOTH Management For For
MAUREEN A. HENDRICKS Management For For
MARTIN D. MADAUS Management For For
02 ADOPTION OF THE AMENDMENTS TO THE MILLIPORE CORPORATION Management For For
1999 STOCK INCENTIVE PLAN.
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1 TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS.
O2 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2004.
O3 TO DECLARE A FINAL DIVIDEND FOR 2004 ON THE COMPANY Management For For
S ORDINARY SHARES.
O4 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID.
O5 TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O6 TO ELECT JAN HOMMEN AS A DIRECTOR. Management For For
O7 TO ELECT ERIK ENGSTROM AS A DIRECTOR. Management For For
O8 TO RE-ELECT MARK ARMOUR AS A DIRECTOR. Management For For
O9 TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR. Management For For
O10 TO RE-ELECT ANDREW PROZES AS A DIRECTOR. Management For For
O11 ALLOTMENT OF SHARES. Management For For
S12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S13 AUTHORITY TO PURCHASE OWN SHARES. Management For For
REED ELSEVIER PLC RUK SPECIAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT STRAUSS ZELNICK AS A DIRECTOR. Management For For
ASSICURAZIONI GENERALI SPA, TRIESTE OGM MEETING DATE: 04/28/2005
ISSUER: T05040109 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833, B020320
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 2005 AND THIRD CALL ON 30 APR 2005 .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 MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET AS OF 31 DEC 2004; Management For *Management Position Unknown
RESOLUTIONS RELATED THERETO
O.2 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management For *Management Position Unknown
AND APPROVE THEIR SALARY; RESOLUTIONS RELATED
THERETO
E.3 APPROVE THE STOCK OPTION PLAN TO INCREASE THE Management For *Management Position Unknown
STOCK CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE CHAIRMAN AND TO THE MANAGING
DIRECTORS OF THE COMPANY AFTER HAVING EMPOWERED
THE SHAREHOLDERS MEETING AS PER ARTICLE 2441,
4TH COMMA OF THE ITALIAN CIVIL CODE TO EMPOWER
THE BOARD OF DIRECTORS IN ORDER TO INCREASE THE
SHARE CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE COMPANY S AND ITS SUBSIDIARIES
EMPLOYEES; AMEND ARTICLE 8 OF THE BY-LAWS; RESOLUTIONS
RELATED THERETO
E.4 AMEND ARTICLE 20.1 OF THE BY-LAWS TO ESTABLISH Management For *Management Position Unknown
RESPONSIBILITIES IN ISSUING NON-CONVERTIBLE BOND
; RESOLUTIONS RELATED THERETO
ASTRAZENECA PLC AGM MEETING DATE: 04/28/2005
ISSUER: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For *Management Position Unknown
OF USD 0.295 16.0 PENCE, SEK 2.200 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECOND INTERIM DIVIDEND OF USD 0.645
34.3 PENCE SEK 4.497 PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For *Management Position Unknown
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITOR
5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 AS SPECIFIED
5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For *Management Position Unknown
SHARE PLAN THE PLAN AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
NECESSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN
AS THEY MAY CONSIDER NECESSARY IN RELATION TO
EMPLOYEES IN JURISDICTIONS OUTSIDE THE UK, WITH
SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATION, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE
TREATED AS COUNTING AGAINST THE RELEVANT LIMITS
ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
8. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For *Management Position Unknown
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES,
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDITURE
DURING THE PERIOD ENDING ON THE DATE THE OF THE
COMPANY S AGM IN 2006 PROVIDED THAT ANY SUCH
DONATIONS AND EXPENDITURE MADE BY THE COMPANY
TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY
WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING
IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For *Management Position Unknown
NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE USD 136,488,521
S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY ARTICLE 7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 89
AMOUNT SHALL BE USD 20,473,278
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES
OF USD 0.25 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105%
OF THE AVERAGE OF MIDDLE MARKET VALUES OF THE
COMPANY S ORDINARY SHARES 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 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 057224 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
LARRY D. BRADY Management For For
CLARENCE P. CAZALOT, JR Management Withheld Against
ANTHONY G. FERNANDES Management For For
J. LARRY NICHOLS Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
03 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Management For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY Shareholder For Against
VOTES PROTOCOL.
CT COMMUNICATIONS, INC. CTCI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 126426 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
O.C. CHEWNING, JR. Management For For
MICHAEL R. COLTRANE Management For For
LINDA M. FARTHING Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR FISCAL YEAR 2005.
D&E COMMUNICATIONS, INC. DECC ANNUAL MEETING DATE: 04/28/2005
ISSUER: 232860 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN AMOS Management For For
G. WILLIAM RUHL Management Withheld Against
W. GARTH SPRECHER Management Withheld Against
RICHARD G. WEIDNER Management For For
02 PROPOSAL TO AMEND AND RESTATE THE COMPANY S ARTICLES Management Against Against
OF INCORPORATION IN THE FORM ATTACHED TO THE
PROXY STATEMENT AS EXHIBIT I.
03 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
2005.
PT MULTIMEDIA SERVICOS DE TELECOMUNICACOES E MULTIMEDIA SGPS SA, LISBOA AGM MEETING
DATE: 04/28/2005
ISSUER: X70127109 ISIN: PTPTM0AM0008 BLOCKING
SEDOL: 5811412, 5823990
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management For *Management Position Unknown
AND THE ACCOUNT FOR 2004
2. APPROVE THE CONSOLIDATED MANAGEMENT REPORT, THE Management For *Management Position Unknown
BALANCE SHEET AND THE ACCOUNTS FOR 2004Q
3. APPROVE THE APPROPRIATION OF NET INCOME Management For *Management Position Unknown
4. APPROVE THE APPRAISAL OF THE COMPANY S MANAGEMENT Management For *Management Position Unknown
AND INSPECTION
5. ELECT THE CHAIRMAN Management For *Management Position Unknown
6. APPROVE TO RATIFY THE CO-OPTATION OF THE DIRECTORS Management For *Management Position Unknown
7. APPROVE THE ACQUISITION AND SALE OF THE COMPANY Management For *Management Position Unknown
S OWN SHARES
8. APPROVE THE AMENDMENT OF NUMBER 2 AND THE ADDING Management For *Management Position Unknown
OF A NUMBER 3 TO ARTICLE 4, AMENDMENT OF NUMBER
2 AND THE ADDING OF A NUMBER 3 TO ARTICLE 7 AND
THE AMENDMENT OF NUMBER 2,3,4 AND THE ADDING
OF A NUMBER 11 TO ARTICLE 12 OF THE BY-LAWS
9. APPROVE THE SHARE BUY BACK PROGRAMME AND THE Management For *Management Position Unknown
REDUCTION OF THE SHARE CAPITAL AND NOTABLY ON
THE REDUCTION OF UP TO EUR 7.844.846, FOR THE
PURPOSE OF RELEASING EXCESS CAPITAL BY CANCELING
UP TO 15,689,692 OWN SHARES TO BE ACQUIRED SUBSEQUENT
TO THE EXECUTION OF THE RESOLUTION, IN ADDITION
TO CORRESPONDING RESOLUTIONS RELATING TO RESERVES
AND THE AMENDMENT TO THE ARTICLES OF ASSOCIATION
FURTHER TO THE RESOLUTION ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION
10. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management For *Management Position Unknown
AND THE OTHER SECURITIES
* PLEASE NOTE THAT THE MEETING HELD ON 30 MAR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO A REQUEST FROM MAJOR
SHAREHOLDER AND THAT THE SECOND CONVOCATION WILL
BE HELD ON 28 APR 2005. PLEASE ALSO NOTE THE
NEW CUTOFF DATE 14 APR 2005. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
SANPAOLO IMI SPA, TORINO OGM MEETING DATE: 04/28/2005
ISSUER: T8249V104 ISIN: IT0001269361 BLOCKING
SEDOL: 5556575, 5564017, B020RB7
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 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED.THANK YOU.
1. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management For *Management Position Unknown
2004, BOARD OF DIRECTORS, INTERNAL AUDITORS REPORTS,
PROFIT DISTRIBUTION AND CONSOLIDATED BALANCE
SHEET REPORT AS OF 31 DEC 2004
2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES Management For *Management Position Unknown
3. APPOINT INTERNAL AUDITORS FOR THREE YEAR TERM Management For *Management Position Unknown
2005/2006/2007 (AS PER ARTICLE 20 OF THE BY LAWS)
4. APPROVE TO STATE INTERNAL AUDITORS EMOLUMENT Management For *Management Position Unknown
5. APPROVE TO RESOLVE UP ON DIRECTORS EMOLUMENT Management For *Management Position Unknown
SCOTTISH & NEWCASTLE PLC AGM MEETING DATE: 04/28/2005
ISSUER: G79269117 ISIN: GB0007839698
SEDOL: 0783969, 4783738, 5848034
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YEAR TO 31 DEC 2004
2. ADOPT THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
3. DECLARE A DIVIDEND Management For *Management Position Unknown
4. RE-APPOINT DR. N.C. BAIN AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. H.V.L THERMAN AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
8. AUTHORIZE THE BOARD TO SET THE REMUNERATION OF Management For *Management Position Unknown
THE AUDITORS
9. APPROVE THAT, IN SUBSTITUTION FOR ALL EXITING Management For *Management Position Unknown
AUTHORITIES, THE AUTHORITY CONFERRED ON THE DIRECTORS
BY THE ARTICLE 11 (C) (1) OF THE COMPANY S ARTICLES
OF ASSOCIATION IN RELATION TO THE ALLOTMENT OF
RELEVANT SECURITIES UP TO A NOMINAL AMOUNT, AS
SPECIFIED AS THE SECTION 80 AMOUNT, BE EXERCISABLE
FOR THE PERIOD ENDING ON THE DATE OF THE NEXT
AGM OR ON 27 JUL 2006, WHICHEVER IS THE EARLIER,
AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL
BE GBP 34,000,000
S.10 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For *Management Position Unknown
9, THE POWER CONFERRED ON THE DIRECTORS BY ARTICLE
11(C)(2) OF THE COMPANY S ARTICLES OF ASSOCIATION
IN RELATION TO THE ALLOTMENT OF EQUITY SECURITIES
WHOLLY FOR CASH IN CONNECTION WITH A RIGHTS ISSUE,
AND ALSO UP TO A NOMINAL AMOUNT, SPECIFIED AS
THE SECTION 89 AMOUNT, BE EXERCISABLE FOR THE
PERIOD ENDING ON THE DATE OF THE NEXT AGM OR
ON 27 JUL 2006, WHICH EVER IS THE EARLIER, AND
FOR SUCH PERIOD THE SECTION 89 AMOUNT BE GBP
8,900,000; THE SALE OF TREASURY SHARES FOR CASH
SHALL BE TREATED AS AN ALLOTMENT OF EQUITY SECURITIES
FOR THE PURPOSE OF ARTICLE 11(C)(2) AND THE DISAPPLICATION
OF PRE-EMPTION RIGHTS IN THIS RESOLUTION 10 SHALL
EXTEND TO SALE OF TREASURY SHARES FOR CASH
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF UP TO
89,000,000 ORDINARY SHARES OF 20P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EQUAL
TO THE NOMINAL VALUE AND NOT MORE THAN 105% OF
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS OF
THE COMPANY S SHARES 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 NEXT AGM
OF THE COMPANY OR 27 JUL 2006 ; IN RELATION
TO THE PURCHASE OF SHARES THE CONTRACT FOR WHICH
WAS CONCLUDED BEFORE THE EXPIRING OF SUCH AUTHORITY
AND WHICH MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY UNLESS SUCH AUTHORITY IS RENEWED
PRIOR TO SUCH TIME
TOTAL SA MIX MEETING DATE: 04/28/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
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.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
17 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
O.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT MR. LORD LEVENE OF PORTSOKEN KBE AS A Management For *Management Position Unknown
DIRECTOR FOR A PERIOD OF 3 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVING PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA OGM MEETING DATE: 04/29/2005
ISSUER: T1188A116 ISIN: IT0001334587 BLOCKING
SEDOL: 5699544, 5717491, 7128541
VOTE GROUP: 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
30 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. APPROVE THE BALANCE SHEET REPORTS OF 31 DEC 04; Management For *Management Position Unknown
THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY; THE EXTERNAL AND THE INTERNAL AUDITORS
REPORTS; RESOLUTIONS RELATED THERETO; AND APPROVE
THE CONSOLIDATED BALANCE SHEET REPORT AS OF 31
DEC 04
2. APPROVE THE CHARTERED PUBLIC ACCOUNTANT FIRM Management For *Management Position Unknown
AS REQUIRED BY ARTICLE 161, 24 FEB 1998 LEGISLATIVE
DECREE N. 58 IN ORDER TO VERIFY THAT THE COMPANY
S ACCOUNT ARE PROPERLY RECORDED AND THAT THE
ACCOUNTING MOVEMENTS ARE CORRECTLY REPORTED IN
THE FINANCIAL RECORDS; TO AUDIT THE BALANCE SHEET,
THE CONSOLIDATED BALANCE SHEET AND THE BI-YEARLY
REPORTS FOR THE 3-YEAR TERM 2005-2007; TO STATE
THE EXTERNAL AUDITORS EMOLUMENTS POWER BESTOWAL
3. APPROVE TO BUY AND SELL OWN SHARES AS PER THE Management For *Management Position Unknown
EX ARTICLE 2357 AND 2357 TER OF THE ITALIAN CIVIL
CODE
BAYER AG, LEVERKUSEN OGM MEETING DATE: 04/29/2005
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT; AND APPROVE THE APPROVE
THE APPROPRIATION OF THE DISTRIBUTED PROFIT ;
DISTRIBUTED PROFIT OF EUR 401,688,056 SHALL BE
APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND
OF EUR 0.55 PER NO-PAR SHARE EX-DIVIDEND; PAYABLE
DATE BE 02 MAY 2005
2. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management For *Management Position Unknown
4.1 ELECT DR. RER. POL., DIPL.-KFM. KLAUS KLEINFELD Management For *Management Position Unknown
AS AN ORDINARY MEMBER OF THE SUPERVISORY BOARD
4.2 ELECT PROF. DR.-ING. DR. H.C. EKKEHARD D. SCHULZ Management For *Management Position Unknown
AS AN ODINARY MEMBER TO THE SUPERVISORY BOARD
4.3 ELECT JOCHEN APPELL AS AN ALTERNATIVE MEMBER Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4.4 ELECT DR. HANS-DIRK KREKELER AS AN ALTERNATIVE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
5. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF SUPERVISORY BOARD RECEIVING
A FIXED ANNUAL REMUNERATION OF EUR 60,000 AND
A VARIABLE REMUNERATION OF EUR 2,000 FOR EVERY
EUR 50,000,000 OR PART THEREOF BY WHICH THE GROSS
CASH FLOW AS REPORTED IN THE CONSOLIDATED GROUP
FINANCIAL STATEMENTS OF THE RECENT FY EXCEEDS
EUR 3,100,000,000
6. AMEND SECTION 14, SECTION 15(1), SECTION 15(2), Management For *Management Position Unknown
AND SECTION 15(3) OF THE ARTICLES OF ASSOCIATION
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE
7. AUTHORIZE THE MANAGEMENT DIRECTORS TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY UP TO 10% OF ITS SHARE
CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
28 OCT 2006; 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
AGAINST PAYMENT IN CASH, TO USE THE SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS OR WITHIN
THE SCOPE OF THE COMPANY S STOCK OPTION PLANS;
AND TO RETIRE THE SHARES
8. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE YEAR 2005
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
PEARSON PLC AGM MEETING DATE: 04/29/2005
ISSUER: G69651100 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For *Management Position Unknown
OF THE DIRECTORS OF THE COMPANY DIRECTORS AND
AUDITORS OF THE COMPANY AUDITORS FOR YE 31
DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
AS RECOMMENDED BY THE DIRECTORS
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For *Management Position Unknown
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For *Management Position Unknown
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; 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
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For *Management Position Unknown
CAPITAL OF THE COMPANY OF GBP 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For *Management Position Unknown
BOARD , PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 PASSED
AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89(1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END 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
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 04/29/2005
ISSUER: 948626 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND DEBBANE Management For For
JONAS M. FAJGENBAUM Management For For
JOHN F. BARD Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
UNICREDITO ITALIANO SPA, GENOVA OGM MEETING DATE: 04/30/2005
ISSUER: T95132105 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712, B020SH0
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
01 MAY 2005 AND A THIRD CALL ON 02 MAY 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIX MEETINH. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2004 TOGETHER WITH THE BOARD OF DIRECTORS, THE
INTERNAL AND THE EXTERNAL AUDITORS REPORTS;
THE CONSOLIDATED BALANCE SHEET REPORTS AND THE
SOCIAL AND THE ENVIRONMENTAL REPORT
O.2 APPROVE THE PROFIT ALLOCATION Management For *Management Position Unknown
O.3 APPOINT THE DIRECTORS AFTER STATING THEIR NUMBER Management Against *Management Position Unknown
FOR THE FINANCIAL YEARS 2005-2007 WITH TERM IN
OFFICE EXPIRING AT THE MEETING CALLED TO APPROVE
THE 2007 BALANCE SHEET REPORTS
O.4 APPROVE THE BOARD OF DIRECTORS AND THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE ANNUAL EMOLUMENT, AS PER ARTICLE 26
OF THE BY-LAW
O.5 AUTHORIZE UNICREDITO ITALIANO S.P.A. TO JOIN Management Against *Management Position Unknown
THE EUROPEAN ECONOMIC INTEREST GROUPING CALLED,
GLOBAL DEVELOPMENT, AS PER ARTICLE 2361 COMMA
2, OF THE ITALIAN CIVIL CODE
O.6 APPROVE TO TAKE ON SAVINGS SHAREHOLDERS REPRESENTATIVE Management For *Management Position Unknown
S EMOLUMENT
E.1 APPROVE THE MERGER BY INCORPORATION OF BANCA Management For *Management Position Unknown
DELL UMBRIA 1462 S.P.A. AND CASSA RISPARMIO CARPI
S.P.A. INTO UNICREDITO ITALIANO S.P.A.; AMEND
THE BY-LAW
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/03/2005
ISSUER: 30744P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. GIBBS Management For For
EDWARD J. SMITH Management For For
GARDNER DENVER, INC. GDI ANNUAL MEETING DATE: 05/03/2005
ISSUER: 365558 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD G. BARGER, JR. Management For For
RAYMOND R. HIPP Management For For
DAVID D. PETRATIS Management For For
02 TO APPROVE THE COMPANY S EXECUTIVE ANNUAL BONUS Management For For
PLAN.
ALLIANZ AG, MUENCHEN OGM MEETING DATE: 05/04/2005
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
5.1 RE-ELECT MR. IGOR LANDAU AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5.3 RE-ELECT MR. FRANZ FEHRENBACH AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.5 RE-ELECT DR. ALBRECHT SCHAEFER AS A SUBSTITUTE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE REMUNERATION FOR THE SUPERVISORY BOARD
AS FOLLOWS: FROM THE 2005 FINANCIAL YEAR ON,
EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE
A FIXED ANNUAL REMUNERATION OF EUR 50,000, A
SHORT-TERM PROFIT-RELATED REMUNERATION OF UP
TO EUR 24,000, AND A LONG-TERM PROFIT-RELATED
REMUNERATION OF UP TO EUR 24,000, THE CHAIRMAN
SHALL RECEIVE TWICE, AND THE DEPUTY CHAIRMAN
ONE AND A HALF TIMES, THESE AMOUNTS; COMMITTEE
MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE AND AUDIT COMMITTEE SHALL RECEIVE
AN ADDITIONAL REMUNERATION OF 25% COMMITTEE
CHAIRMEN 50% OF THE ABOVE THE ABOVE MENTIONED
REMUNERATION, MEMBERS OF THE AUDIT COMMITTEE
A FIXED ANNUAL REMUNERATION OF EUR 30,000 THE
CHAIRMAN OF THE AUDIT COMMITTEE EUR 45,000 ,
EACH MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF
EUR 500 PER SUPERVISORY BOARD MEETING AND COMMITTEE
MEETING; SHOULD SEVERAL MEETINGS BE HELD ON THE
SAME DAY OR ON CONSECUTIVE DAYS, THE ATTENDANCE
FEE WILL BE PAID ONLY ONCE
8. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 WAY
OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20 %; FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 03 NOV 2006; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THROUGH THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES,
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY OR ITS AFFILIATES, AND TO RETIRE
THE SHARES
5.2 RE-ELECT PROFESSOR. DR. DENNIS J. SNOWER AS AN Management For *Management Position Unknown
OFFICER TO THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE NEW PROFIT-SHARING CERTIFICATES OF UP TO
EUR 10,000,000, IN ORDER TO SECURE THE SUBSCRIPTION
RIGHTS OF HOLDERS OF PROFIT-SHARING CERTIFICATES,
ON OR BEFORE 03 MAY 2010; THE CAPITAL REPRESENTED
BY THE PROFIT-SHARING CERTIFICATES SHALL BE INCREASED
IN ACCORDANCE WITH ANY INCREASE OF THE SHARE
CAPITAL, HOLDERS OF PROFIT-SHARING CERTIFICATES
BEING GRANTED SUBSCRIPTION RIGHTS FOR NEW CERTIFICATES
* 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.
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 852,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.75 PER NO-PAR SHARES;
EUR 177,635,811.25 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE
DATE: 05 MAY 2005 PAYABLE DATE: 06 MAY 2005
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5.4 RE-ELECT DR. FRANZ B. HUMER AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.6 RE-ELECT DR. JUERGEN THAN AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. GRANT AUTHORITY TO ACQUIRE OWN SHARES FOR PURPOSES Management For *Management Position Unknown
OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST
SHALL BE AUTHORIZED TO ACQUIRE AND SELL SHARES
OF THE COMPANY, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 03 NOV 2006; THE TRADING PORTFOLIO
OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL
NOT EXCEED 5% OF THE COMPANY S SHARE CAPITAL
AT THE END OF ANY DAY
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 023551 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. HOLIDAY Management For For
J.J. O'CONNOR Management For For
F.B. WALKER Management For For
R.N. WILSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2005.
AMN HEALTHCARE SERVICES, INC. AHS ANNUAL MEETING DATE: 05/04/2005
ISSUER: 001744 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT B. HAAS Management For For
STEVEN C. FRANCIS Management For For
SUSAN R. NOWAKOWSKI Management For For
WILLIAM F. MILLER III Management For For
ANDREW M. STERN Management For For
DOUGLAS D. WHEAT Management For For
KENNETH F. YONTZ Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
AQUILA, INC. ILA ANNUAL MEETING DATE: 05/04/2005
ISSUER: 03840P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
HERMAN CAIN Management Withheld Against
PATRICK J. LYNCH Management For For
NICHOLAS J. SINGER Management For For
CSX CORPORATION CSX ANNUAL MEETING DATE: 05/04/2005
ISSUER: 126408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. BAILEY Management For For
SEN. J.B. BREAUX Management For For
E.J. KELLY, III Management For For
R.D. KUNISCH Management For For
S.J. MORCOTT Management For For
D.M. RATCLIFFE Management For For
C.E. RICE Management For For
W.C. RICHARDSON Management For For
F.S. ROYAL, M.D. Management For For
D.J. SHEPARD Management For For
M.J. WARD Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING NON-DEDUCTIBLE Shareholder Against For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE. Shareholder For Against
ONLINE RESOURCES CORPORATION ORCC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 68273G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. WASHECKA Management For For
STEPHEN S. COLE Management For For
JOSEPH J. SPALLUTO Management For For
02 PROPOSAL TO AMEND THE COMPANY S CERTIFICATE OF Management Against Against
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND ELIMINATE THE EXISTENCE
OF THE COMPANY S SERIES A CONVERTIBLE PREFERRED
STOCK.
03 PROPOSAL TO APPROVE AND ADOPT THE COMPANY S 2005 Management Against Against
RESTRICTED STOCK AND OPTION PLAN.
04 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, 2005.
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 216640 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PETER J. FLUOR Management For For
DAVID ROSS III Management For For
BRUCE W. WILKINSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
03 VOTE ON MANAGEMENT INCENTIVE COMPENSATION PLAN. Management For For
04 VOTE ON 2005 EQUITY INCENTIVE PLAN. Management For For
EMC CORPORATION EMC ANNUAL MEETING DATE: 05/05/2005
ISSUER: 268648 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MICHAEL J. CRONIN Management For For
W. PAUL FITZGERALD Management Withheld Against
JOSEPH M. TUCCI Management For For
02 PROPOSAL 2 - TO APPROVE AMENDMENTS TO THE EMC Management For For
CORPORATION 2003 STOCK PLAN TO INCREASE BY 100,000,000
THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN,
AND INCREASE THE NUMBER OF SHARES WHICH MAY BE
ISSUED PURSUANT TO AWARDS OF RESTRICTED STOCK
AND/ OR RESTRICTED STOCK UNITS TO 30% OF THE
TOTAL AUTHORIZED SHARES UNDER THE PLAN, AS DESCRIBED
IN EMC S PROXY STATEMENT.
03 PROPOSAL 3 - TO RATIFY THE SELECTION BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS
LLP AS EMC S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
04 PROPOSAL 4 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder For Against
RELATING TO PERFORMANCE-BASED STOCK OPTIONS,
AS DESCRIBED IN EMC S PROXY STATEMENT.
05 PROPOSAL 5 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder Against For
RELATING TO EMC S AUDIT COMMITTEE, AS DESCRIBED
IN EMC S PROXY STATEMENT.
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 599902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK J. LEVIN Management Withheld Against
A. GRANT HEIDRICH, III Management For For
KENNETH E. WEG Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
RECKITT BENCKISER PLC AGM MEETING DATE: 05/05/2005
ISSUER: G7420A107 ISIN: GB0007278715
SEDOL: 0727871, 5861268
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For *Management Position Unknown
FY 2004, WHICH ENDED ON 31 DEC 2004 AND THE REPORTS
OF THE DIRECTORS AND AUDITORS THEREON
2. APPROVE THE DIRECTOR S REMUNERATION REPORT AND Management For *Management Position Unknown
THAT PART OF THE REPORT OF THE AUDITORS WHICH
REPORTS THEREON
3. APPROVE A FINAL DIVIDEND OF 18P PER ORDINARY Management For *Management Position Unknown
SHARE BE PAID ON 26 MAY 2005 TO ALL ORDINARY
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF
BUSINESS ON 04 MAR 2005
4. RE-ELECT MR. ADRIAN BELLAMY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION
5. RE-ELECT MR. GEORGE GREENER AS A DIRECTOR, UNDER Management For *Management Position Unknown
COMBINED CODE PROVISION A.7.2
6. ELECT MR. GRAHAM MACKAY AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For *Management Position Unknown
FOR ALL EXISTING AUTHORITIES, TO ALLOT RELEVANT
SECURITIES WITHIN THE MEANING OF SECTION 80
OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 25,438,000 AUTHORITY EXPIRES
5 YEARS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
WITHIN THE MEANING OF SECTION 94 OF THAT ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
SAID ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES
IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS
AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP
3,815,000 AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY AND AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION OF THE
COMPANY AS PER SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF ORDINARY SHARES
OF 10 10/19P EACH IN THE CAPITAL OF THE COMPANY
(A) THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH
MAY PURCHASED IS 72,500,000 ORDINARY SHARES
REPRESENTING LESS THAN 10% OF THE COMPANY S ISSUED
ORDINARY SHARE CAPITAL AS AT 06 MAR 2005 ; (B)THE
MAXIMUM PRICE AT WHICH ORDINARY SHARES MAY BE
PURCHASED IS AN AMOUNT EQUAL TO 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE
ORDINARY SHARES AS TAKEN FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 04 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY; (D) ORDINARY SHARES CANCELLED
IMMEDIATELY UPON COMPLETION OF THE PURCHASE OR
TRANSFERRED OR OTHERWISE DEALT WITH AS TREASURY
SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT 1985
11. APPROVE A) THE RECKITT BENCKISER 2005 SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, AS SPECIFIED IN THE NOTICE
OF THE 2005 AGM DATED 06 APR 2005 AND IN THE
FORM OF THE DRAFT RULES PRODUCED TO THE MEETING
BE AND IS HEREBY ADOPTED AND THAT THE DIRECTORS
OR A COMMITTEE OF THE BOARD OF DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAME
INCLUDING ANY CONSEQUENTIAL AMENDMENTS TO OBTAIN
THE APPROVAL OF THE INLAND REVENUE UNDER THE
PROVISIONS OF PART 6, CHAPTER 7 AND SCHEDULE
3 TO THE INCOME TAX (EARNINGS AND PENSIONS) ACT
2003 AND B) THE DIRECTORS BE AUTHORIZED TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF
THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT
BE COUNTED IN A QUORUM OR VOTE IN RESPECT OF
HIS OWN PARTICIPATION AND ANY PROHIBITION ON
VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY BE AND IS HEREBY RELAXED ACCORDINGLY
12. APPROVE A) THE RECKITT BENCKISER 2005 GLOBAL Management For *Management Position Unknown
STOCK PROFIT PLAN IN THE NOTICE OF THE 2005 AGM
DATED 06 APR 2005, AND IN THE FORM OF THE DRAFT
RULES PRODUCED TO THE MEETING BE ADOPTED AND
THAT THE DIRECTORS, OR A COMMITTEE OF THE BOARD
OF DIRECTORS, BE AUTHORIZED TO DO ALL ACTS AND
THINGS NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT
OR GIVE EFFECT TO THE SAME AND B) THE DIRECTORS
BE AUTHORIZED TO VOTE AND BE COUNTED IN THE QUORUM
ON ANY MATTER CONNECTED WITH THE PLAN REFERRED
TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT
THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM
OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE RELAXED
ACCORDINGLY
13. APPROVE A) THE RECKITT BENCKISER 2005 USA SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, IN THE NOTICE OF THE 2005
AGM DATED 06 APR 2005, AND IN THE FORM OF THE
DRAFT RULES PRODUCED TO THE MEETING BE ADOPTED
AND THAT THE DIRECTORS BE AUTHORIZED TO DO ALL
ACTS AND THINGS NECESSARY OR DESIRABLE TO AMEND,
IMPLEMENT, OR GIVE EFFECT TO THE SAME AND (B)
THE DIRECTORS BE AUTHORIZED TO VOTE AND BE COUNTED
IN THE QUORUM ON ANY MATTER CONNECTED WITH THE
PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION
EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN
A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE ACCORDINGLY
14. AMEND THE RULES OF THE RECKITT BENCKISER SENIOR Management For *Management Position Unknown
EXECUTIVE SHARE OWNERSHIP POLICY PLAN OF THE
NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND
IN THE FORM OF THE DRAFT RULES PRODUCED TO THE
MEETING, AND THAT THE DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO CARRY IT INTO EFFECT
SECURE COMPUTING CORPORATION SCUR ANNUAL MEETING DATE: 05/09/2005
ISSUER: 813705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ERIC P. RUNDQUIST Management For For
ALEXANDER ZAKUPOWSKY JR Management For For
02 TO APPROVE AN AMENDMENT TO THE 2002 STOCK OPTION Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE BY 1,500,000 SHARES.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
SOCIETE GENERALE MIX MEETING DATE: 05/09/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
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
220981 DUE TO CHANGE IN THE MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
* 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:
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
O.3 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY 31 DEC 2004
O.4 APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
LULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICHARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
E.9 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.10 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL, SUBJECT TO THE NOMINAL LIMIT
OF EUR 300 MILLION FOR CAPITAL INCREASES WITHOUT
PREEMPTIVE SUBSCRIPTION RIGHTS AUTHORIZED BY
THE GENERAL MEETING OF 29 APR 2004 IN ITS 12
RESOLUTION; AUTHORITY EXPIRES AT THE END OF
14 MONTHS
O.13 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Abstain *Management Position Unknown
AMEND THE ARTICLE 14 OF THE BY-LAWS ANY PROVISION
RESTRICTING THE VOTING RIGHTS THAT A SHAREHOLDER
MAY EXERCISE AT A GENERAL MEETING
BELO CORP. BLC ANNUAL MEETING DATE: 05/10/2005
ISSUER: 080555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANCE A. CORDOVA, PH.D Management For For
ROBERT W. DECHERD Management For For
LAURENCE E. HIRSCH Management For For
M. ANNE SZOSTAK Management For For
J. MCDONALD WILLIAMS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/10/2005
ISSUER: 346091 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FORREST E. HOGLUND Management For For
JAMES H. LEE Management For For
02 PROPOSAL TO APPROVE AN ADDITIONAL 175,000 SHARES Management For For
FOR ISSUANCE UNDER THE 1999 EMPLOYEE STOCK PURCHASE
PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2005.
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/10/2005
ISSUER: N14952225 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 2004
3.A APPROVE THE ANNUAL ACCOUNTS OF 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. GRANT DISCHARGE THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. GRANT DISCHARGE THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPROVE THE RESERVE AND DIVIDEND POLICY Management For *Management Position Unknown
7.A APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
7.B APPROVE THE DIVIDEND Management For *Management Position Unknown
8. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
9. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
AUDIT COMMITTEE AND THE COMMITTEE OF THE SUPERVISORY
BOARD
10. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY
11. TRANSACT ANY OTHER BUSINESS Other For *Management Position Unknown
12. CLOSING Non-Voting *Management Position Unknown
MONEYGRAM INTERNATIONAL, INC. ANNUAL MEETING DATE: 05/10/2005
ISSUER: 60935Y ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDITH K. HOFER Management For For
ROBERT C. KRUEGER Management For For
PHILIP W. MILNE Management For For
02 APPROVE THE MONEYGRAM INTERNATIONAL, INC. 2005 Management For For
OMNIBUS INCENTIVE PLAN.
03 RATIFY AND APPROVE THE REAPPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
QUEBECOR WORLD INC. IQW ANNUAL MEETING DATE: 05/10/2005
ISSUER: 748203 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 ELECTION OF DIRECTORS AS OUTLINED IN THE ACCOMPANYING Management For For
INFORMATION CIRCULAR
02 APPOINTMENT OF KPMG LLP AS AUDITORS AND AUTHORIZATION Management For For
OF THE DIRECTORS TO FIX THEIR REMUNERATION
03 THE SOLE SHAREHOLDER PROPOSAL TO BE VOTED ON Management For *Management Position Unknown
AS SET OUT IN SCHEDULE C TO THE ACCOMPANYING
INFORMATION CIRCULAR
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM ANNUAL MEETING DATE: 05/10/2005
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Management For For
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2004 Management For For
PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK DIVIDENDS Management For For
AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Management For For
VIASYS HEALTHCARE INC. VAS ANNUAL MEETING DATE:
05/10/2005
ISSUER: 92553Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SANDER A. FLAUM Management For For
THOMAS W. HOFMANN Management For For
KIRK E. GORMAN Management For For
CROSS COUNTRY HEALTHCARE, INC. CCRN ANNUAL MEETING DATE: 05/11/2005
ISSUER: 227483 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH A. BOSHART Management For For
EMIL HENSEL Management For For
W. LARRY CASH Management For For
C. TAYLOR COLE JR. Management For For
THOMAS C. DIRCKS Management For For
ERIC T. FRY Management For For
M. FAZLE HUSAIN Management For For
JOSEPH SWEDISH Management For For
JOSEPH TRUNFIO Management For For
02 PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/11/2005
ISSUER: 319963 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALISON DAVIS Management For For
JAMES D. ROBINSON III Management For For
BERNARD L. SCHWARTZ Management For For
ARTHUR F. WEINBACH Management For For
02 THE APPROVAL OF AN INCREASE IN THE NUMBER OF Management For For
SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
STOCK PURCHASE PLAN BY 6,000,000 SHARES OF THE
COMPANY S COMMON STOCK.
03 THE APPROVAL OF AMENDMENTS TO THE COMPANY S SENIOR Management For For
EXECUTIVE INCENTIVE PLAN.
04 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2005.
05 SHAREHOLDER PROPOSAL ON JOB LOSS AND DISLOCATION Shareholder Against For
IMPACT STATEMENT.
06 SHAREHOLDER PROPOSAL ON DIRECTOR LIABILITY. Shareholder Against For
L'AIR LIQUIDE MIX MEETING DATE: 05/11/2005
ISSUER: F01764103 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832, B01DBK4, B03XPC2
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:
* PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 11
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
1. RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE GENERAL REPORT OF THE STATUTORY AUDITORS,
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING; AND PROFIT FOR
THE FY: EUR 383,892,802.00
2. RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE STATUTORY AUDITORS, AND APPROVES THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
3. APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE WITH REGARDS TO THE PROFITS; THE SHAREHOLDERS
RECEIVE A NET DIVIDEND OF EUR 3.50 PER SHARE,
IT WILL BE PAID ON 17 MAY 2005, AS REQUIRED BY
LAW; THE TOTAL AMOUNT OF THE LOYALTY DIVIDEND,
FOR THE 25,876,746 SHARES REGISTERED CONTINUOUSLY
UNDER A NON-TRANSFERABLE FORM, FROM 31 DEC 2002
TILL 31 DEC 2004, AMOUNTED TO EUR 9,056,861.00;
THE TOTAL OF THE LOYALTY DIVIDEND CORRESPONDING
TO THE 25,876,746 SHARES SOLD BETWEEN 01 JAN
2005 AND 17 MAY 2005, WILL BE DEDUCTED FROM THIS
AMOUNT; AUTHORIZE THE EXECUTIVE COMMITTEE TO
WITHDRAW FROM THE CARRY FORWARD ACCOUNT, THE
NECESSARY SUMS TO PAY THE DIVIDEND SET HERE-ABOVE
4. AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 220.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE OGM OF 12 MAY 2004; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management For *Management Position Unknown
ALAIN JOLY AS A MEMBER THE SUPERVISORY BOARD
UNTIL THE OGM WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2008
6. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. LINDSAY OWEN-JONES AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
7. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. THIERRY DESMAREST AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
8. APPOINTS MR. M. THIERRY PEUGEOT AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL
DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS
FOR FY 2008
9. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE AND THE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
10. GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 24MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE EGM OF 12 MAY 2004; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
11. 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 FORMALITIES AND REGISTRATIONS PRESCRIBED
BY LAW
SMEDVIG ASA AGM MEETING DATE: 05/11/2005
ISSUER: R80454102 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* 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 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 THE SMEDVIG GROUP AND Management For *Management Position Unknown
SMEDVIG ASA; A DIVIDEND OF NOK 1.50 PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS FOR 2004
5. APPROVE THE AUDITOR S FEE FOR 2004 Management For *Management Position Unknown
6. ELECT 2 MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
INCENTIVE PROGRAMS FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. APPROVE THE CANCELLATION OF HOLDING OF CLASS Management For *Management Position Unknown
A SHARES/REDUCTION OF THE SHARE CAPITAL
10. GRANT AUTHORITY TO AMEND PARAGRAPH 3 IN THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
UNILEVER PLC UL ANNUAL MEETING DATE: 05/11/2005
ISSUER: 904767 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR Management For For
ENDED DECEMBER 31, 2004.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
FOR THE YEAR ENDED DECEMBER 31, 2004.
03 TO DECLARE A DIVIDEND OF 12.82 PENCE ON THE ORDINARY Management For For
SHARES.
04 DIRECTOR Management For
PJ CESCAU Management For For
CJ VAN DER GRAAF Management For For
RHP MARKHAM Management For For
RD KUGLER* Management For For
A BURGMANS 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
H KOPPER Management For For
LORD SIMON Management For For
J VAN DER VEER Management For For
17 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For For
OF THE COMPANY.
18 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For For
REMUNERATION.
19 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE Management For For
SHARES.
20 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For For
PRE-EMPTION RIGHTS.
21 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For For
ITS OWN SHARES.
22 TO CHANGE THE ARTICLES IN RELATION TO THE APPOINTMENT Management For For
OF A GROUP CHIEF EXECUTIVE.
23 TO CHANGE THE ARTICLES IN RELATION TO DIRECTORS Management For For
INDEMNIFICATION.
24 TO APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For For
PLAN 2005.
25 TO APPROVE THE UNILEVER PLC 2005 SHARESAVE PLAN. Management For For
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/12/2005
ISSUER: 012348 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
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
JUHANI PAKKALA Management For For
PAULA H.J CHOLMONDELEY Management For For
B APPROVAL OF THE ALBANY INTERNATIONAL CORP. 2005 Management Against Against
INCENTIVE PLAN
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 017361 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
H. FURLONG BALDWIN Management For For
ELEANOR BAUM Management For For
PAUL J. EVANSON Management For For
CYRUS F. FREIDHEIM, JR. Management For For
JULIA L. JOHNSON Management For For
TED J. KLEISNER Management For For
STEVEN H. RICE Management For For
GUNNAR E. SARSTEN Management For For
MICHAEL H. SUTTON Management For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL REQUIRING MANAGEMENT TO Shareholder For Against
RETAIN STOCK.
04 STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shareholder For Against
BOARD CHAIRMAN.
05 STOCKHOLDER PROPOSAL TO DISCOURAGE ANY OVEREXTENDED Shareholder Against For
DIRECTORS.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
OPTIONS.
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE: 05/12/2005
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED Management *Management Position Unknown
FINANCIAL STATEMENTS, ALONG WITH THE MANAGEMENT
REPORT OF THE EXECUTIVE BOARD AND THE REPORT
OF THE SUPERVISORY BOARD
2. GRANT DISCHARGE THE MEMBERS OF THE EXECUTIVE Management *Management Position Unknown
BOARD
3. GRANT DISCHARGE THE MEMBERS OF THE SUPERVISORY Management *Management Position Unknown
BOARD
4. ELECT THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 7 OF THE GERMAN STOCK CORPORATION
ACT
6. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 8 OF THE GERMAN STOCK CORPORATION
ACT
7. AMEND THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
8. APPROVE THE ADDITION OF A NEW PARAGRAPH TO THE Management *Management Position Unknown
ARTICLES OF ASSOCIATION
9. AMENDMENT ARTICLE 2 OF THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
10. APPROVE THE SIGNING OF MANAGEMENT CONTROL AND Management *Management Position Unknown
PROFIT-AND-LOSS TRANSFER AGREEMENTS
11. APPROVE THE SIGNING OF A PROFIT-AND-LOSS TRANSFER Management *Management Position Unknown
AGREEMENT
12. ELECT THE AUDITOR FOR 2005 Management *Management Position Unknown
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE: 05/12/2005
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
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
146672 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.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 FY 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
4.1 ELECT MR. MAX DIETRICH KLEY AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT MR. GERHARD RANDA AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.3 ELECT DR. DIETHER MUENICH AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES AT PRICES NOT DEVIATING MORE THAN 10%
FROM THEIR AVERAGE MARKET PRICE, ON OR BEFORE
31 OCT 2006; THE TOTAL HOLDING OF SHARES ACQUIRED
FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL AT THE END OF ANY GIVEN DAY
9. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE OBJECT OF THE COMPANY BEING ADJUSTED IN
CONNECTION WITH THE NEW GERMAN PFANDBRIEF ACT
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN SHARES Management For *Management Position Unknown
OF UP TO 10% OF ITS SHARE CAPITAL, AT PRICES
NOT DEVIATING MORE THAN 10% FROM THE AVERAGE
MARKET PRICE OF THE SHARES, ON OR BEFORE 31 OCT
2006; THE BOARD OF MANAGING DIRECTORS BE AUTHORIZED
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR FOR THE FULFILMENT OF CONVERTIBLE
OR OPTION RIGHTS, AND TO RETIRE THE SHARES
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS UMAG AS FOLLOWS: SECTION
17(2), SECTION 18(1), SECTION 18(2)
8. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG AS FOLLOWS: SECTION 20(4)
10. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
HVB PAYMENTS + SERVICES GMBH AND HVB CONSULT
GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2010
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S WHOLLY-OWNED SUBSIDIARY BANKHAUS NEELMEYER
AG, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2009
12. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
BERLIN AND FRANKFURT AS THE AUDITORS FOR THE
2005 FY
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN AGM MEETING DATE: 05/12/2005
ISSUER: D12096109 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 FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004 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 418,614,024.04 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.62 PER ORDINARY SHARE
AND EUR 0.64 PER PREFERRED SHARE EX-DIVIDEND
AND PAYABLE DATE: 13 MAY 2005
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
ELECT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG Management For *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT,
MUNICH AS THE AUDITORS FOR THE YEAR 2005
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG , AS FOLLOWS: SECTION 16(3), REGARDING
THE NOTICE OF THE SHAREHOLDERS MEETING BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE IN
ACCORDANCE WITH THE STATUTORY PROVISIONS SECTION
17(1) AND (2), REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER SEVEN DAYS PRIOR TO THE SHARE HOLDERS
MEETING AND TO PROVIDE A PROOF, WRITTEN OR VIA
FAX IN GERMAN OR ENGLISH , OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 19(2), REGARDING
THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING
AUTHORIZED TO LIMIT THE TIME FOR QUEST IONS AND
ANSWERS AT THE SHAREHOLDERS MEETING
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN ORDINARY Management For *Management Position Unknown
OR PREFERRED SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NOT DEVIATING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, EFFECTIVE
FROM 01 JUN 2005 UNTIL 11 NOV 2006; AND AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO RETIRE THE
SHARES
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
COMPAGNIE GENERALE DE GEOPHYSIQUE MIX MEETING DATE: 05/12/2005
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO SET THE ISSUE Management Against *Management Position Unknown
PRICE IN CASE OF WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS UP TO 10% OF THE SHARE CAPITAL
E.5 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Against *Management Position Unknown
THE NUMBER OF SECURITIES ISSUED PURSUANT TO RESOLUTIONS
13 AND 14
E.6 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO INCREASE THE SHARE CAPITAL BY THE WAY OF THE
INTEGRATION OF THE RESERVES, THE PROFITS OR THE
PREMIUMS
E.7 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL UP TO 10% WITH A VIEW
TO REMUNERATE THE CONTRIBUTIONS IN KIND
E.8 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY THE WAY OF THE
ISSUE OF SHARES OR SECURITIES GIVING ACCESS TO
THE SHARE CAPITAL IN FAVOR OF MEMBERS
OF A COMPANY S SAVING SCHEME
E.9 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO ISSUE SECURITIES GIVING THE RIGHT TO THE ALLOTMENT
OF DEBT SECURITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management Against *Management Position Unknown
GRANT OPTIONS TO SUBSCRIBE OR TO PURCHASE SHARES
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY THE WAY OF THE CANCELLATION
OF SHARES PURCHASED UNDER THE TERMS OF THE AUTHORIZATION
TO REPURCHASE BY THE COMPANY ITS OWN SHARES
E.12 AMEND THE ARTICLE 7/2 OF THE ARTICLES OF ASSOCIATION Management Against *Management Position Unknown
RELATING TO THE DECLARATIONS OF THE STATUTORY
CROSSING THRESHOLDS
E.13 GRANT POWERS TO CARRY OUT FORMALITIES Management For *Management Position Unknown
O.5 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROBERT Management For *Management Position Unknown
SEMMEN
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JOHN Management For *Management Position Unknown
MAC WILLIAM
O.9 RATIFY THE COOPTATION OF MR. REMI DORVAL Management For *Management Position Unknown
O.10 APPROVE TO DETERMINE THE AMOUNT OF THE DIRECTORS Management For *Management Position Unknown
FEES ALLOCATED TO THE BOARD OF DIRECTORS FOR
THE FY 2005
O.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
PROCEED WITH THE PURCHASE OF THE COMPANY S SHARES
O.12 APPROVE THE AGREEMENTS GOVERNED BY THE ARTICLE Management For *Management Position Unknown
L225/38 OF THE COMMERCIAL LAW
E.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS
O.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS, AND THE FINANCIAL STATEMENTS
FOR THE FY 2004
E.2 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management For *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH RETENTION OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
E.3 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management Against *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH THE WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
* 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.2 APPROVE THE TRANSFER OF THE SUMS REGISTERED AT Management For *Management Position Unknown
THE LONG TERM CAPITAL GAINS SPECIAL RESERVE
TO AN OTHER RESERVES ACCOUNT
O.6 GRANT FULL DISCHARGE TO THE DIRECTORS Management For *Management Position Unknown
O.3 APPROVE THE ALLOCATION OF THE RESULTS Management For *Management Position Unknown
O.4 APPROVE THE DISCHARGE OF THE NEGATIVE BALANCE Management For *Management Position Unknown
OF THE BROUGHT FORWARD ACCOUNT BY DEDUCTION ON
THE CONTRIBUTIONS PREMIUM ACCOUNT
DIVERSA CORPORATION DVSA ANNUAL MEETING DATE: 05/12/2005
ISSUER: 255064 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. PETER JOHNSON Management For For
MS. CHERYL WENZINGER Management For For
02 TO APPROVE THE COMPANY S 2005 NON-EMPLOYEE DIRECTORS Management Against Against
EQUITY INCENTIVE PLAN.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2005.
K2 INC. KTO ANNUAL MEETING DATE: 05/12/2005
ISSUER: 482732 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALFRED E. OSBORNE, JR. Management For For
DAN QUAYLE Management For For
EDWARD F. RYAN Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR 2005.
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
7. ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
9. ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management *Management Position Unknown
A PERIOD OF 3 YEARS
10. ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
12. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
13. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; BY
WAY OF CAPITALIZING ALL OR PART OF THE RESERVES,
PROFITS OR, PREMIUMS, PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN
NOT EXCEED THE AGGREGATE AMOUNT OF THE SUMS WHICH
CAN BE CAPITALIZED; THIS AMOUNT WILL BE ADDED
TO THE AMOUNT OF EUR 30,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
14. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, 18, 19 OR 20 SHALL
COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, 18, 19 OR 20 SHALL COUNT AGAINST
THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
16. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE MAXIMUM
NOMINAL VALUE OF THE CAPITAL INCREASES TO BE
CARRIED OUT UNDER THIS DELEGATION SHALL NOT EXCEED
EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 16, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
18. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY GRANTED ATTHE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, 17, 19 OR 20; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
20. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
BY MEANS OF A PUBLIC OFFERING, WITH THE ISSUE
OF ORDINARY SHARE OR ANY OTHER SECURITIES GIVING
ACCESS TO THE CAPITAL OR THE RIGHT TO A DEBT
SECURITY, WITHOUT THE SHAREHOLDERS PREFERRED
RIGHTS IN THE FAVOR OF CREDIT INSTITUTIONS OR
THE COMPANIES GOVERNED BY THE CODE OF INSURANCES;
THE MAXIMUM NOMINAL VALUE OF CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN THE RESOLUTIONS NUMBER 13, 14, 15,
17, 18 OR 19 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
* 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
3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
8. ELECT MR. DIEGO VALLE AS A DIRECTOR FOR A PERIOD Management *Management Position Unknown
OF 3 YEARS
19. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16,
17, 18 OR 20; AUTHORITY IS GIVEN FOR A PERIOD
OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
2. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
6. ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management *Management Position Unknown
AND THE STATUTORY AUDITORS;APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
4. ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
5. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, APART FROM THE DIVIDEND
OF EUR 0.125 ALREADY PAID, WILL BE PAID ON 18
MAY 2005; IN THE EVENT THAT THE COMPANY HOLDS
SOME OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT
OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE
ALLOCATED TO THE RETAINED EARNINGS ACCOUNT
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY GRANTED AT THE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, OR 18; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16
OR 17; AUTHORITY IS GIVEN FOR A PERIOD OF 38
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting *Management Position Unknown
NUMBERING. 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.
O.5 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, WILL BE PAID ON 18 MAY
2005; IN THE EVENT THAT THE COMPANY HOLDS SOME
OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF
THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED
TO THE RETAINED EARNINGS ACCOUNT
O.6 ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.7 ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 ELECT MR. DIEGO DELLA VALLE AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.9 ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.10 ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, OR 18,
SHALL COUNT AGAINST THIS AMOUNT; BY WAY OF CAPITALIZING
ALL OR PART OF THE RESERVES, PROFITS OR, PREMIUMS,
PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED
BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT
THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE
OF THE PAR VALUE OF THE EXISTING SHARES, BY A
MAXIMUM NOMINAL AMOUNT, WHICH CAN NOT EXCEED
THE AGGREGATE AMOUNT OF THE SUMS WHICH CAN BE
CAPITALIZED; THIS AMOUNT WILL BE ADDED TO THE
AMOUNT OF EUR 30,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, OR 18 SHALL COUNT
AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, OR 18 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17 OR 18
SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 227087, DUE TO THE CANCELLATION OF 2 RESOLUTIONS
AND SOME RESOLUTIONS BEING MODIFIED. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.4 ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management For *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 74153Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
ROBERT L. BARBANELL Management For For
PAUL A. BRAGG Management For For
DAVID A.B. BROWN Management For For
J.C. BURTON Management For For
ARCHIE W. DUNHAM Management For For
RALPH D. MCBRIDE Management Withheld Against
DAVID B. ROBSON Management For For
02 APPROVAL OF AN AMENDMENT TO THE COMPANY S EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE THEREUNDER BY 600,000.
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN OGM MEETING
DATE: 05/12/2005
ISSUER: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185, B02NV69
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004 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
OF THE PROFIT OF EUR 1,351,306,027.78 AS FOLLOWS
: PAYMENT OF A DIVIDED EUR 1.10 PER ENTITLED
SHARE THE REMAINDER SHALL BE CARRIED FORWARD
EX-DIVIDEND AND PAYABLE DATE 13 MAY 2005
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 DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT/BERLIN AS THE AUDITORS FOR THE FY 2005
6. ELECT DR. ERHARD SCHIPPOREIT AS OFFICER FOR THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
SECTION 4(1), THE INCREASE OF THE SHARE CAPITAL
TO EUR 316,003,600 DUE TO CONVERTED AND OPTION
RIGHTS HAVING BEEN EXERCISED SECTION 4(5), REGARDING
THE REVOCATION OF THE CONTINGENT CAPITAL IIA
SECTION 4(7), REGARDING THE REDUCTION OF THE
CONTINGENT CAPITAL III A TO EUR 9,384,974
8. AMEND SECTION 1(1) OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
REGARDING THE COMPANY S NAME BEING CHANGED TO
SAP AG
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
3 REGARDING ANNOUNCEMENTS OF THE COMPANY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE OR
ON THE COMPANY S WEBSITE; SECTION 17(3), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS, SECTION
20(2), REGARDING THE CHAIRMAN OF THE SHAREHOLDERS
MEETING BEING AUTHORIZED TO LIMIT THE TIME FOR
QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS
10. APPROVE TO RENOVATE THE AUTHORIZED CAPITAL, CREATION Management For *Management Position Unknown
OF NEW AUTHORIZED CAPITAL AND THE CORRESPONDENCE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTING AUTHORIZED CAPITAL I AND II SHALL BE
REVOKED; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE RESIDUAL AMOUNTS,
FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE
CAPITAL AGAINST CASH PAYMENT IF THE SHARES ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE AND OF THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
11. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 30,000,000
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10%; ABOVE NOR MORE THAN 20% BELOW,
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
REPURCHASE OFFER AT A PRICE NOT DEVIATING MORE
THAN 20%, FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO SELL THE SHARES ON THE
STOCK EXCHANGE AND TO OFFER THEM THE SHARE HOLDER
FOR SUBSCRIPTION; THE BOARD SHALL BE AUTHORIZED
TO DISPOSE OF THE SHARES IN ANOTHER MANNER IF
THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PROPOSES OR WITHIN THE SCOPE OF THE COMPANY STOCK
OPTION AND LONG TERM INCENTIVE PLANS AND TO RETIRE
THE SHARES RETIRE THE SHARES
12. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management Against *Management Position Unknown
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER ITEM 11 ENTITLED
TO VOTE ARE THOSE SHAREHOLDERS WHOSE SHARES ARE
BLOCKED WITH US FROM 04 MAY 2005, UNTIL THE CLOSE
OF THE MEETING
* PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN Non-Voting *Management Position Unknown
CODED FIRST. THANK YOU.
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/12/2005
ISSUER: G90078 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDY J. KELLY Management For For
ROBERTO MONTI Management For For
IAN C. STRACHAN Management For For
02 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY
SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM
2,500,000 TO 3,500,000.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/13/2005
ISSUER: 676220 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 A. MCKAY Management For For
MICHAEL J. MYERS Management For For
STEVE ODLAND Management For For
02 TO RATIFY OUR AUDIT COMMITTEE S APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS
FOR THE TERM DESCRIBED IN THIS PROXY STATEMENT.
03 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING: Shareholder Against For
(I) THAT OUR BOARD AMEND THE BYLAWS TO PROVIDE
THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED
BY THE INTERNAL REVENUE CODE FOR DEDUCTIBILITY
OF EMPLOYEE REMUNERATION AND CERTAIN OTHER MATTERS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING Shareholder Against For
THAT OUR BOARD OF DIRECTORS AMEND THE GOVERNANCE
DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS)
OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES
SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE
MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING
OF SHAREHOLDERS.
SUEZ, NANTERRE MIX MEETING DATE: 05/13/2005
ISSUER: F90131115 ISIN: FR0000120529 BLOCKING
SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 7121391, 7121454, 7166262
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
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 13
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.2 APPROVE THE FINANCIAL STATEMENTS SHOWING A NET Management For *Management Position Unknown
PROFIT OF EUR 1,743,540,312.88 AND ACKNOWLEDGE:
DISTRIBUTABLE PROFITS: EUR 1,740,685,782.88 PRIOR
RETAINED EARNINGS: EUR (-) 2,854,530.00; THE
APPROPRIATION AS FOLLOWS: STATUTORY DIVIDEND:
EUR 102,046,538.60; ADDITIONAL DIVIDEND: EUR
714,325,770.20; TOTAL DISTRIBUTION: EUR 816,372,308.80;
CARRY FORWARD ACCOUNT: EUR 924,313,474.08; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.80 PER SHARE; THIS DIVIDEND WILL BE PAID ON
16 MAY 2005
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004
O.3 APPROVE TO TRANSFER AN AMOUNT OF EUR 15,671,320.91 Management For *Management Position Unknown
CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS ACCOUNT TO THE VARIOUS RESERVES ACCOUNT,
AN AMOUNT OF EUR 96,213,475.12 CHARGED TO THE
MERGER PREMIUM ACCOUNT WILL BE TRANSFERRED TO
THE OTHER RESERVES ACCOUNT AND AN AMOUNT OF EUR
2,854,530.00 CHARGED TO THE OTHER RESERVES ACCOUNT
WILL BE TRANSFERRED TO THE RETAINED EARNINGS
ACCOUNT
O.9 APPOINT MR. RICHARD GOBLET D ALVIELLA AS A DIRECTOR Management For *Management Position Unknown
FOR A PERIOD OF 4 YEARS
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
L.225.86 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE AGREEMENTS REFERRED TO THEREIN
O.5 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 4
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERARD Management For *Management Position Unknown
MESTRALLET AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LORD Management For *Management Position Unknown
SIMON OF HIGHBURY AS A DIRECTOR FOR A PERIOD
OF 4 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management For *Management Position Unknown
AND ASSOCIES COMPANY, AS THE STATUTORY AUDITOR,
FOR A PERIOD OF 6 YEARS
O.11 APPOINT THE BEAS COMPANY AS THE DEPUTY AUDITOR Management For *Management Position Unknown
FOR A PERIOD OF 6 YEARS
O.12 APPOINT MR. FRANCIS GIDOIN, AS A DEPUTY AUDITOR, Management For *Management Position Unknown
FOR A PERIOD OF 4 YEARS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
TO THE AUTHORITY GIVEN UNDER RESOLUTION 12 OF
THE GENERAL MEETING HELD ON 27 APR 2004, TO TRADE
IN THE COMPANY S SHARES ON THE STOCK MARKET,
AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 36.00, MINIMUM SALE PRICE: EUR 16.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED DOES NOT EXCEED 10% OF THE CAPITAL
PER PERIOD OF 24 MONTHS; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
15 AND GIVEN BY THE GENERAL MEETING OF 27 APR
2004; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL, WITHOUT SHAREHOLDERS SUBSCRIPTION
RIGHT, PROVIDED THAT THE MAXIMUM NOMINAL AMOUNT
SHALL NOT EXCEED EUR 30,000,000.00, BY WAY OF
ISSUING SHARES TO THE PROFIT OF SPRING MULTIPLE
2005 S.C.A.; AUTHORITY EXPIRES AT THE END OF
1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES, IT BEING
PROVIDED THAT THE TOTAL NUMBER OF SHARES SHALL
NOT EXCEED 1% OF THE REGISTERED CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
WATSON PHARMACEUTICALS, INC. WPI ANNUAL MEETING DATE: 05/13/2005
ISSUER: 942683 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. FEDIDA Management For For
ALBERT F. HUMMEL Management For For
CATHERINE M. KLEMA Management For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE 2001 INCENTIVE AWARD PLAN OF THE WATSON PHARMACEUTICALS,
INC.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITOR FOR THE 2005 FISCAL
YEAR.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/13/2005
ISSUER: G95089 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ERNST & YOUNG LLP S REMUNERATION.
ABBOT GROUP PLC AGM MEETING DATE: 05/17/2005
ISSUER: G92058109 ISIN: GB0009102731
SEDOL: 0011518, 0910273
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT, AUDITORS Management For *Management Position Unknown
REPORT AND ACCOUNTS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 3.2P PER ORDINARY Management For *Management Position Unknown
SHARE FOR THE YE 31 DEC 2004 PAYABLE TO ELIGIBLE
ORDINARY SHAREHOLDERS ON THE REGISTER OF MEMBERS
AT THE CLOSE OF BUSINESS ON 06 MAY 2005
3. RE-APPOINT MR. PETER J. MILINE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
4. RE-APPOINT MR. MAURICE A. WHITE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
6. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
7. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management Against *Management Position Unknown
SET OUT ON PAGES 28 TO 31 OF THE DIRECTORS REPORT
AND ACCOUNTS
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY PREVIOUS AUTHORITY AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO ALLOT RELEVANT SECURITIES SECTION 80 UP
TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP
8,791,812 BEING 33.33% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT 11 MAR 2005; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8 AND TO ALLOT EQUITY
SECURITIES WITHIN THE MEANING OF SECTION 94(3A)
OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
I) WHICH HAVE BEEN OFFERED WHETHER BY WAY OF
RIGHTS ISSUE, OPEN OFFER OR OTHERWISE TO HOLDERS
OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY;
A) TO SELL, FOR THE BENEFIT OF THOSE SHAREHOLDERS
WHO ARE CITIZENS OF RESIDENT IN ANY OVERSEAS
TERRITORY, THAT THE PROCEEDS NET OF EXPENSES
OF GBP 3 OR LESS DUE TO ANY SUCH SHAREHOLDERS
MAY BE RETAINED FOR THE BENEFIT OF THE COMPANY;
B) NOT EXCEEDING IN AGGREGATE GBP 1,318,771;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For *Management Position Unknown
50 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND CHAPTER VII OF PART V OF THE ACT AND SUBJECT
TO THE FOLLOWING PROVISIONS OF THIS RESOLUTION,
TO MAKE MARKET PURCHASES SECTION 163(3) OF
UP TO 17,583,624 REPRESENTING JUST 10% OF THE
COMPANY S ISSUED ORDINARY CAPITAL AS ON 11 MAR
2005 ORDINARY SHARES OF 15P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 15P EXCLUSIVE
OF THE EXPENSES AND NOT MORE THAN 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATION OF AN
ORDINARY SHARE OF THE COMPANY 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
NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PRINCIPAL FINANCIAL GROUP, INC. PFG ANNUAL MEETING DATE: 05/17/2005
ISSUER: 74251V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BETSY J. BERNARD Management For For
JOCELYN CARTER-MILLER Management For For
GARY E. COSTLEY Management For For
WILLIAM T. KERR Management For For
02 APPROVAL OF 2005 DIRECTORS STOCK PLAN Management For For
03 RATIFICATION OF AUDITORS Management For For
04 APPROVAL OF 2005 STOCK INCENTIVE PLAN Management For For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/17/2005
ISSUER: 883556 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN L. LAMATTINA Management For For
MICHAEL E. PORTER Management Withheld Against
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 APPROVAL OF THE COMPANY S 2005 STOCK INCENTIVE Management For For
PLAN.
04 STOCKHOLDER PROPOSAL REGARDING THE VOTE STANDARD Shareholder For Against
FOR DIRECTOR ELECTIONS.
TOTAL SA MIX MEETING DATE: 05/17/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
o.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
o.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT LORD LEVENE OF PORTSOKEN KBE AS A DIRECTOR Management For *Management Position Unknown
FOR A PERIOD OF 3 YEARS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMMERCIAL CODE
AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL
NUMBER OF SHARES SHALL NOT EXCEED 1% OF THE REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES
* PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting *Management Position Unknown
AGREED BY THE BOARD OF DIRECTORS. THANK YOU.
E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against *Management Position Unknown
AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL
CODE OR TO SOME CATEGORIES OF THEM AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *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 REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
o.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
o.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221443, DUE TO CHANGE ADDITIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 17
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
WESTAR ENERGY, INC. WR ANNUAL MEETING DATE: 05/17/2005
ISSUER: 95709T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MOLLIE H. CARTER Management For For
JERRY B. FARLEY Management For For
JAMES S. HAINES, JR. Management For For
ARTHUR B. KRAUSE Management For For
02 AMENDMENT TO ARTICLES OF INCORPORATION THAT CHANGES Management For For
THE NOTICE PERIOD FOR SUBMITTING SHAREHOLDER
PROPOSALS AND SHAREHOLDER NOMINEES
03 RATIFICATION AND CONFIRMATION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005
04 SHAREHOLDER PROPOSAL REGARDING THE PROCESS FOR Shareholder Against For
NOMINATION OF A DIRECTOR
BNP PARIBAS OGM MEETING DATE: 05/18/2005
ISSUER: F1058Q238 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 3,281,771,448.69; PRIOR
RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10,396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL DIVIDEND:
EUR 1,770,438,404.00; CARRY FORWARD ACCOUNT:
EUR 8,579,493,012.17; THE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 2.00 PER SHARE THIS DIVIDEND
WILL BE PAID ON FROM 30 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 75.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES
COMPRISING THE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.6 RATIFY THE CO-OPTATION BY THE BOARD OF DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-FRANCOIS LEPETIT WHO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER
OF THE LATTER S TERM OF OFFICE, UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2007 AND APPROVE
TO RENEW THE TERM OF OFFICE OF MR. JEAN-FRANCOIS
LEPETIT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 18
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2004
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERHARD Management For *Management Position Unknown
CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management For *Management Position Unknown
GRAPPOTTE AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. HELENE Management For *Management Position Unknown
PLOIX AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BAUDOIN Management For *Management Position Unknown
PROT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MRS. LOYOLA DE PALACIO DEL VALLE-LERSUNDI Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.12 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 780,000.00 Management For *Management Position Unknown
TO THE BOARD OF DIRECTORS
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
E.14 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management For *Management Position Unknown
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO OFFICERS AND EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR
TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management For *Management Position Unknown
DIRECTORS TO ALLOCATE, IN ONE OR IN MORE TRANSACTIONS,
EITHER FREE EXISTING SHARES PURCHASED BY THE
COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED
TO EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES
SHALL NOT EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL THE AUTHORITY EXPIRES AT THE END OF
38 MONTHS ; APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; APPROVE TO DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.17 AMEND ARTICLE OF ASSOCIATION NUMBER 7 RELATING Management For *Management Position Unknown
TO THE NUMBER OF DIRECTORS ELECTED BY THE EMPLOYEES
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
* VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting *Management Position Unknown
DURING WHICH THE SHARES ARE BLOCKED FROM BEING
TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING
DATE AND THAT ONCE THE SHARES ARE BLOCKED THE
CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE
IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING
REQUESTING THE SUB-CUSTODIANS TO UNBLOCK THE
SHARES. PLEASE MAKE SURE TO INCORPORATE THE
FOLLOWING COMMENT TO ALL OUTGOING FRENCH MEETINGS:
A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE
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.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774,
7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management *Management Position Unknown
AND THE REPORT OF THE SUPERVISORY BOARD FOR THE
FY 2004
2. APPROVE THE PROFIT APPROPRIATION Management *Management Position Unknown
3. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD
4. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPOINT THE AUDITOR Management *Management Position Unknown
6. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
7. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
8. APPOINT THE SUPERVISORY BOARD Management *Management Position Unknown
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
VOTE GROUP: 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
223984 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.
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 924,552,218.20 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.70 PER ENTITLED NO-PAR
SHARE; THE DIVIDEND ON COMPANY SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE 19 MAY 2005
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 DEUTSCHE TREUHAND GUSELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT AS THE AUDITORS FOR THE FY 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT A PRICES NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
31 OCT 2006; THE TRADING PORTFOLIO SHARES ACQUIRED
FOR SUCH PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL OF THE END OF EACH DAY
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS CURRENT SHARE CAPITAL THROUGH
THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN
10% ABOVE NOR MORE THAN 20% BELOW, THE MARKET
PRICE OF THE SHARES OR BY WAY OF A REPURCHASE
OFFER AT PRICES NEITHER MORE THAN 10% BELOW NOR
MORE THAN 15% ABOVE, THE MARKET PRICE OF SHARES
ON OR BEFORE 31 OCT 2006; AND AUTHORIZE THE BOARD
OF DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING
INSOFAR AS THE SHARES ARE USED FOR ACQUISITION
PURPOSES; IF THE SHARES ARE OFFERED TO THE SHAREHOLDERS
BY WAY OF RIGHTS OFFERING, SHARES SHALL ALSO
BE OFFERED TO HOLDERS WARRANTS, CONVERTIBLE BONDS,
AND PARTICIPATION CERTIFICATES WITH CONVERSATION
RIGHTS; THE SHARES MAY ALSO BE USED FOR THE ISSUE
OF EMPLOYEE SHARES OR WITH IN THE SCOPE OF EXISTING
STOCK OPTION PLANS SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE OR RETIRED
8.1 ELECT DR. KARL-GERHARD EICK AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.2 ELECT PROF. DR. PAUL KIRCHHOF AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.3 ELECT DR. JUR. DR.-ING. E.H. HEINRICH VON PIERER Management For *Management Position Unknown
AS AN OFFICER FOR THE SUPERVISORY BOARD
8.4 ELECT MR. DIETER BERG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
8.5 ELECT MR LUTZ WITTIG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
HOCHTIEF AG, ESSEN OGM MEETING DATE: 05/18/2005
ISSUER: D33134103 ISIN: DE0006070006 BLOCKING
SEDOL: 4429902, 5108664, B05P5C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL EARNINGS AND THE Management For *Management Position Unknown
CONSOLIDATED EARNINGS AS WELL AS THE REPORT OF
THE SUPERVISORY BOARD FOR THE BUSINESS YEAR 2004
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 52,500,000 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.75 PER NO-PAR SHARE THE
DIVIDEND ON COMPANY SHARES HELD BY THE COMPANY
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE
DATE: 19 MAY 2005
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. ELECT PWC DEUTSCHE REVISION AG WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
FRANKFURT AM MAIN AND ESSEN AS THE AUDITORS FOR
THE YEAR 2005
6.1 ELECT DR. GERHARD CROMME AS AN OFFICER FOR THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.2 ELECT PROF .DR. HERBERT HENZLER AS AN OFFICER Management For *Management Position Unknown
FOR THE SUPERVISORY BOARD
7. APPROVE THE REVOCATION OF THE CONTINGENT CAPITAL Management For *Management Position Unknown
AND AMEND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; AND GRANT AUTHORITY
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 3,584,000
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
8. AUTHORIZE THE COMPANY TO ACQUIRE AND DISPOSE Management For *Management Position Unknown
OF OWN SHARES TO ACQUIRE OWN SHARES OF UP TO
10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 17 NOV 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE O R
A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
USED FOR ACQUISITION PURPOSES OR FOR THE FULFILMENT
OF CONVERTIBLE AND/OR OPTION RIGHTS, FLOATED
ON FOREIGN STOCK EXCHANGES, OR OFFERED TO THE
COMPANY S OWN AND ITS AFFILIATES EMPLOYEES AND
ALSO RETIRE THE SHARES
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
DISPOSE OF OWN SHARES ALREADY BY THE COMPANY
TO USE THESE SHARES FOR THE FULFILMENT OF CONVERTIBLE
AND/OR OPTION RIGHTS RESULTING FROM THE BONDS
ISSUED BY THE COMPANY
10. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING
AMENDMENT TO THE ARTICLE OF ASSOCIATION, WITH
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 400,000,000, HAVING
A TERM OF UP TO 30 YEARS AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY,
ONCE OR MORE THAN ONCE ON OR BEFORE 17 MAY 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO HOLDERS OF CONVERTIBLE AND/OR
OPTION RIGHTS AND FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE; THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 38,400,000
THROUGH THE ISSUE OF UP TO 15,000,000 NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL
11. APPROVE THE CREATION OF AUTHORIZED CAPITAL AND Management For *Management Position Unknown
THE CORRESPONDING AMENDMENT TO THE ARTICLE OF
ASSOCIATION; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO
EUR 53,760,000 THROUGH THE ISSUE OF NEW BEARER
NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR
KIND, ON OR BEFORE 17 MAY 2010 AUTHORIZED CAPITAL
; AND THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL 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, FOR THE
ISSUE OF SHARES AGAINST CONTRIBUTIONS IN KIND,
FOR RESIDUAL AMOUNTS, AND IN ORDER TO GRANT SUCH
RIGHTS TO HOLDERS OF OPTION AND/OR CONVERTIBLE
RIGHTS
JETBLUE AIRWAYS CORPORATION JBLU ANNUAL MEETING DATE: 05/18/2005
ISSUER: 477143 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL LAZARUS Management For For
DAVID NEELEMAN Management For For
FRANK SICA Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
METRO AG, DUESSELDORF OGM MEETING DATE: 05/18/2005
ISSUER: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217, B02NST1
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 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT, AS WELL AS THE RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTION PROFIT
OF EUR 355,960,934.62 SHALL BE APPROPRIATED AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.02 PER
ORDINARY SHARE AND EUR 1.122 PER PREFERRED SHARE
EUR 22,364,502.51 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND THE PAYABLE DATE 19 MAY 2005
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. ELECT THE AUDITOR FOR THE FISCAL YEAR 2005; IN Management For *Management Position Unknown
LIGHT OF THE INCREASING INTERNATIONAL EXPANSION
OF THE METRO GROUP, THE SUPERVISORY BOARD INTENDS
TO PROPOSE A CHANGE OF THE AUDITOR TO THE ANNUAL
GENERAL MEETING. IN PREPARATION FOR THIS CHANGE,
A JOINT AUDIT BY THE PROSPECTIVE AND THE CURRENT
AUDITOR SHALL BE CARRIED OUT FOR THE FISCAL YEAR
2005. THE SUPERVISORY BOARD THEREFORE PROPOSES
TO ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
BERLIN AND FRANKFURT/MAIN, AND FASSELT & PARTNER
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, DUISBURG, JOINTLY
AS AUDITORS FOR THE FISCAL YEAR 2005, WITH THE
REQUIREMENT TO JOINTLY AUDIT AND TO JOINTLY ISSUE
AUDIT CERTIFICATES, ALTHOUGH EACH AUDITOR MAY
CARRY OUT SOLE AUDITS AND ISSUE SOLE AUDIT CERTIFICATES
IN CASE THE OTHER AUDITOR SHOULD DROP OUT FOR
A REASON FOR WHICH THE COMPANY IS NOT RESPONSIBLE.
5. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 5% ; FROM THE MARKET PRICE
OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 18 NOV 2006; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO FLOAT THE SHARES ON THE FOREIGN
STOCK EXCHANGE, TO USE THE SHARES IN CONNECTION
WITH THE MERGERS AND ACQUISITIONS, TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHARE HOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE IDENTICAL SHARES,
TO USE THE SHARES FOR THE FULFILLMENT OF OPTION
OR CONVENED RIGHTS, AND WITHIN THE SCOPE OF THE
COMPANY EXECUTION STOCK OPTION PLAN
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION ON THE RIGHT TO SET ASIDE
RESOLUTIONS OF SHAREHOLDERS MEETINGS AS FOLLOWS:
SECTION 15(2), SHAREHOLDERS MEETING BEING PUBLISHED
IN THE ELECTRONIC FEDERAL GAZETTE NO LATER THAN
30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING, SECTION 16(1)1 AND 16(2) SHAREHOLDERS
INTENDING TO ATTEND THE SHAREHOLDERS MEETING
BEING OBLIGED TO REGISTER 7 DAY PRIOR TO THE
SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 16(1)2 AND 16(1)3
DELETION SECTION 17(3) THE CHAIRMAN OF THE SHAREHOLDERS
MEETING MUST BEING AUTHORIZE TO LIMIT THE TIME
FOR QUESTION AND ANSWER AT SHAREHOLDERS MEETING
ENTITLED TO VOTE ARE THOSE SHAREHOLDERS WHOSE
SHARES ARE BLOCKED WITH US FROM 10 MAY 2005,
UNTIL THE CLOSING OF THE MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
* Non-Voting *Management Position Unknown
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/18/2005
ISSUER: 72919P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. STEWART Management For For
LARRY G. GARBERDING Management For For
JOHN M. SHALIKASHVILI Management For For
WABTEC CORPORATION WAB ANNUAL MEETING DATE: 05/18/2005
ISSUER: 929740 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EMILIO A. FERNANDEZ Management For For
LEE B. FOSTER, II Management For For
JAMES V. NAPIER Management For For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/19/2005
ISSUER: 12686C 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 2005.
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/19/2005
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 53 WEEKS Management For *Management Position Unknown
ENDED 02 JAN 2005 AND THE REPORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE FINAL DIVIDEND OF 8.70 PENCE PER Management For *Management Position Unknown
ORDINARY SHARE PAYABLE ON 27 MAY 2005 TO THE
ORDINARY SHAREHOLDERS REGISTERED AT THE CLOSE
OF BUSINESS ON 29 APR 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE REPORT AND ACCOUNTS
4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, , WHO RETIRES BY ROTATION
6. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
RELEVANT SECURITIES AS DEFINED SECTION 80 OF
THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE
NOMINAL AMOUNT OF GBP 85.68 MILLION; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
AS DEFINED IN SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 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, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
12.98 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.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT
TO THE FOLLOWING CONDITIONS: I) THE MAXIMUM NUMBER
OF SUCH ORDINARY SHARES IN THE COMPANY HAS A
TOTAL NOMINAL VALUE OF GBP 25.96 MILLION; II)
THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF EACH SUCH ORDINARY
SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
WHICH MAY BE PAID FOR ANY SUCH ORDINARY SHARE
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; 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
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 232572 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
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 CYMER S 2005 EQUITY INCENTIVE PLAN Management For For
03 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF CYMER FOR
ITS FISCAL YEAR ENDING DECEMBER 31, 2005.
DIGITAL THEATER SYSTEMS, INC. DTSI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 25389G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOERG AGIN Management For For
C. ANN BUSBY Management For For
02 TO RATIFY AND APPROVE PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY
S CORPORATE NAME FROM DIGITAL THEATER SYSTEMS,
INC. TO DTS, INC.
04 TO APPROVE THE DIGITAL THEATER SYSTEMS PERFORMANCE Management For For
INCENTIVE PLAN.
HASBRO, INC. HAS ANNUAL MEETING DATE: 05/19/2005
ISSUER: 418056 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BASIL L. ANDERSON Management For For
ALAN R. BATKIN Management For For
FRANK J. BIONDI, JR. Management For For
JOHN M. CONNORS, JR. Management For For
E. GORDON GEE Management For For
JACK M. GREENBERG Management For For
ALAN G. HASSENFELD Management For For
CLAUDINE B. MALONE Management For For
EDWARD M. PHILIP Management For For
ELI J. SEGAL Management For For
PAULA STERN Management For For
ALFRED J. VERRECCHIA Management For For
02 APPROVAL OF AMENDMENT TO THE 2003 STOCK INCENTIVE Management For For
PERFORMANCE PLAN.
03 RATIFICATION OF KPMG LLP AS THE COMPANY S INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
04 SHAREHOLDER PROPOSAL: HASBRO, INC.- GLOBAL HUMAN Shareholder Against For
RIGHTS STANDARDS.
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/19/2005
ISSUER: 458665 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
DIANNE DILLON-RIDGLEY Management Withheld Against
JUNE M. HENTON Management Withheld Against
CHRISTOPHER G. KENNEDY Management Withheld Against
JAMES B. MILLER, JR. Management Withheld Against
THOMAS R. OLIVER Management Withheld Against
RADIOSHACK CORPORATION RSH ANNUAL MEETING DATE:
05/19/2005
ISSUER: 750438 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANK J. BELATTI Management For For
DAVID J. EDMONDSON Management For For
RONALD E. ELMQUIST Management For For
ROBERT S. FALCONE Management For For
DANIEL R. FEEHAN Management For For
RICHARD J. HERNANDEZ Management For For
ROBERT J. KAMERSCHEN Management For For
GARY M. KUSIN Management For For
H. EUGENE LOCKHART Management For For
JACK L. MESSMAN Management For For
WILLIAM G. MORTON, JR. Management For For
THOMAS G. PLASKETT Management For For
LEONARD H. ROBERTS Management For For
EDWINA D. WOODBURY Management For For
BWT AKTIENGESELLSCHAFT AGM MEETING DATE: 05/20/2005
ISSUER: A1141J105 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315, B05P485
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE: THE ANNUAL REPORT 2005; THE REPORTING Management For *Management Position Unknown
OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BOARD FOR THE FY 2004
4. ELECT THE AUDITORS FOR THE FY 2005 Management For *Management Position Unknown
5. GRANT AUTHORITY TO THE MANAGEMENT BOARD TO REPURCHASE Management For *Management Position Unknown
OF CONFISCATE OWN STOCKUP TO 10% OF THE INITIAL
CAPITAL FOR A DURATION OF 18 MONTHS
COMMERZBANK AG, FRANKFURT OGM MEETING DATE: 05/20/2005
ISSUER: D15642107 ISIN: DE0008032004 BLOCKING
SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 4325538, 5135048, 5700037, 6223641,
7158418, B033823
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 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 149,646,732.25 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.25 PER NO-PAR SHARE EX-DIV.
AND PAYABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE FY 2005 THE AUDITORS
FOR THE YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT PRICE 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 DATE; THIS REPLACES THE AUTHORIZATION
GIVEN ON 12 MAY 2004 AND SHALL BE VALID UNTIL
31 OCT 2006
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 RIGHT OFFERING
IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, OR IF THEY ARE USED FOR ACQUISITION
PURPOSE OR AS EMPLOYEE SHARES; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES;
THIS REPLACES THE AUTHORIZATION GIVEN ON 12 MAY
2004, AND SHALL BE VALID UNTIL 31 OCT 2006
8. AUTHORIZE THE BOARD TO ISSUE BONDS AND /OR PROFIT-SHARING Management For *Management Position Unknown
CERTIFICATES; THIS AUTHORIZATION COMPLEMENTS
THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS
MEETING OF 30 MAY 2003, TO ISSUE BONDS AND/OR
PROFIT-SHARING CERTIFICATES OF UP TO EUR 2,000,000,000
AND CREATE A CONTINGENT CAPITAL OF UP TO EUR
403,000,000; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO ISSUE BONDS AND/OR PROFIT-SHARING
CERTIFICATES OF UP TO EUR 1,500,000,000, POSSIBLY
CONFERRING CONVERTIBLE OR OPTION RIGHTS, AND
IF THE SECURITIES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE OR AGAINST
PAYMENT IN KIND
9. AMEND SECTION 17 TO THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE NEW GERMAN LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET
ASIDE RESOLUTIONS OF THE SHAREHOLDERS
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/20/2005
ISSUER: 887317 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
JESSICA P. EINHORN 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
DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shareholder Against For
SYNOPSYS, INC. SNPS ANNUAL MEETING DATE: 05/23/2005
ISSUER: 871607 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
AART J. DE GEUS Management For For
CHI-FOON CHAN Management For For
BRUCE R. CHIZEN Management For For
DEBORAH A. COLEMAN Management For For
A. RICHARD NEWTON Management For For
SASSON SOMEKH Management For For
ROY VALLEE Management For For
STEVEN C. WALSKE Management For For
02 TO APPROVE A 2005 NON-EMPLOYEE DIRECTORS EQUITY Management For For
INCENTIVE PLAN AND THE RESERVATION OF 300,000
SHARES OF OUR COMMON STOCK FOR ISSUANCE THEREUNDER.
03 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLANS BY 4,000,000 SHARES.
04 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK PURCHASABLE IN TOTAL BY ALL PARTICIPANTS
ON ANY ONE SEMI ANNUAL PURCHASE DATE FROM 1,000,000
SHARES TO 2,000,000 SHARES.
05 TO APPROVE A PROPOSED EXCHANGE OF OUTSTANDING Management Against Against
STOCK OPTIONS ISSUED UNDER OUR STOCK OPTION PLANS
HAVING AN EXERCISE PRICE EQUAL TO OR GREATER
THAN $25.00 PER SHARE, FOR A REDUCED NUMBER OF
NEW OPTIONS WITH NEW VESTING REQUIREMENTS AND
AN EXERCISE PRICE SET AT THE CURRENT MARKET PRICE
ON DATE OF GRANT, SUCH NEW OPTIONS TO BE GRANTED
AFTER THE EXPIRATION OF THE TENDER OFFER.
06 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE Management For For
OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER
31, 2005.
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/24/2005
ISSUER: 004631 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
JOHN CONLIN 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, 2005.
ADVANCED NEUROMODULATION SYSTEMS, IN ANSI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 00757T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HUGH M. MORRISON Management For For
ROBERT C. EBERHART, PHD Management For For
MICHAEL J. TORMA, M.D. Management For For
RICHARD D. NIKOLAEV Management For For
CHRISTOPHER G. CHAVEZ Management For For
JOSEPH E. LAPTEWICZ Management For For
J. PHILIP MCCORMICK Management For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2005 FISCAL YEAR.
03 APPROVAL OF AMENDMENT TO THE ADVANCED NEUROMODULATION Management Against Against
SYSTEMS, INC. 2004 STOCK INCENTIVE PLAN.
CALLAWAY GOLF COMPANY ELY ANNUAL MEETING DATE: 05/24/2005
ISSUER: 131193 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM C. BAKER Management For For
SAMUEL H. ARMACOST Management For For
RONALD S. BEARD Management For For
JOHN C. CUSHMAN, III Management For For
YOTARO KOBAYASHI Management For For
RICHARD L. ROSENFIELD Management For For
ANTHONY S. THORNLEY Management For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
KARSTADT QUELLE AG, ESSEN AGM MEETING DATE: 05/24/2005
ISSUER: D38435109 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
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 2004 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 BDO DEUTSCHE WARENTREUHAND AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITOR FOR THE FY 2005
5. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
15(3) REGARDING THE SHAREHOLDERS MEETING BEING
CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY
BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER
TO ATTEND THE SHAREHOLDERS MEETING; SECTION
16 REGARDING SHAREHOLDERS INTENDING TO ATTEND
THE SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OR THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN.
NRG ENERGY, INC. NRG ANNUAL MEETING DATE: 05/24/2005
ISSUER: 629377 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAWRENCE S. COBEN Management For For
HERBERT H. TATE Management For For
WALTER R. YOUNG Management For For
02 AMENDMENT TO ARTICLE SEVEN OF THE AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION
03 AMENDMENT DELETING ARTICLE SIXTEEN OF THE AMENDED Management For For
AND RESTATED CERTIFICATE OF INCORPORATION
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
OMNICELL, INC. OMCL ANNUAL MEETING DATE: 05/24/2005
ISSUER: 68213N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARY E. FOLEY Management For For
RANDY D. LINDHOLM Management Withheld Against
SARA J. WHITE Management For For
WILLIAM H. YOUNGER, JR. Management Withheld Against
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2005.
TRIAD HOSPITALS, INC. TRI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 89579K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. PARSONS Management For For
THOMAS G. LOEFFLER, ESQ Management For For
UWE E. REINHARDT, PH.D. Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS TRIAD S Management For For
REGISTERED INDEPENDENT ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. 1999 LONG-TERM INCENTIVE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 19,000,000
TO 20,500,000.
04 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. MANAGEMENT STOCK PURCHASE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 260,000
TO 520,000.
CHIRON CORPORATION CHIR ANNUAL MEETING DATE: 05/25/2005
ISSUER: 170040 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEWIS W. COLEMAN Management For For
J. RICHARD FREDERICKS Management For For
PAUL L. HERRLING Management For For
HOWARD H. PIEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR CHIRON
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
DEUTSCHE LUFTHANSA AG, KOELN OGM MEETING DATE: 05/25/2005
ISSUER: D1908N106 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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 137,376,000 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.30 PER REG. NO-PAR SHARE
EX-DIVIDEND AND PAYABLE DATE 26 MAY 2005
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. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL GIVEN BY THE SHAREHOLDERS MEETING
OF 19 JUN 2002 OF THE UNUSED PORTION; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 200,000,000 THROUGH
THE ISSUE OF NEW REG. NO-PAR SHARE AGAINST CONTRIBUTION
IN CASH OR KIND, ON OR BEFORE 24 MAY 2010 SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR A CAPITAL
INCREASE AGAINST CONTRIBUTIONS IN KIND IN CONNECTION
WITH MERGERS AND ACQUISITIONS, FOR RESIDUAL AMOUNTS,
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH NOT EXCEEDING 10 PCT OF THE SHARE CAPITAL
IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE SHARES; AND AMEND
THE ARTICLES OF ASSOCIATION
7. APPOINT PWC DEUTSCHE REVISION AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITORS OF THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10 PCT OF THE SHARE CAPITAL, AT A PRICE
NOT DIFFERING MORE THAN 10 PCT FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 24 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL 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
* 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.
EXPRESS SCRIPTS, INC. ESRX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 302182 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY G. BENANAV Management For For
FRANK J. BORELLI Management For For
MAURA C. BREEN Management For For
NICHOLAS J. LAHOWCHIC Management For For
THOMAS P. MACMAHON Management For For
JOHN O. PARKER, JR. Management For For
GEORGE PAZ Management For For
SAMUEL K. SKINNER Management For For
SEYMOUR STERNBERG Management For For
BARRETT A. TOAN Management For For
HOWARD L. WALTMAN Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2005.
FOOT LOCKER, INC. FL ANNUAL MEETING DATE: 05/25/2005
ISSUER: 344849 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PURDY CRAWFORD* Management Withheld Against
NICHOLAS DIPAOLO* Management For For
PHILIP H. GEIER JR.* Management For For
ALAN D. FELDMAN** Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. Management For For
GLAXOSMITHKLINE PLC GSK ANNUAL MEETING DATE: 05/25/2005
ISSUER: 37733W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O2 REMUNERATION REPORT Management For For
O4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR Management For For
O6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A DIRECTOR Management For For
O7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For For
O8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR Management For For
O9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR Management For For
O10 RE-APPOINTMENT OF AUDITORS Management For For
O11 REMUNERATION OF AUDITORS Management For For
S12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Management For For
EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL
EXPENDITURE
S13 DISAPPLICATION OF PRE-EMPTION RIGHTS* Management For For
S14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN Management For For
SHARES*
S15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF Management For For
ASSOCIATION*
S16 DELETION OF ARTICLE 154.2 OF ARTICLES OF ASSOCIATION* Management For For
S17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF ASSOCIATION* Management For For
O5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR Management For For
O1 DIRECTORS REPORT AND FINANCIAL STATEMENTS Management For For
O3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Management For For
GLAXOSMITHKLINE PLC AGM MEETING DATE: 05/25/2005
ISSUER: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
LLP AS A AUDITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO THE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown
OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24
NOV 2006
S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES SECTION 94
OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 20 PASSED AT THE AGM
HELD ON 21 MAY 2001, 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 AS DEFINED IN ARTICLE 12.5 OF THE COMPANY
S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER
OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON
24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE
OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 603158 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAULA H.J. CHOLMONDELEY Management For For
DUANE R. DUNHAM Management For For
STEVEN J. GOLUB Management For For
JEAN-PAUL VALLES Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
NEUROCRINE BIOSCIENCES, INC. NBIX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 64125C ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY A. LYONS Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S 2003 Management For For
INCENTIVE STOCK PLAN INCREASING THE NUMBER OF
SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
FROM 2,300,000 TO 3,300,000 SHARES.
POLYCOM, INC. PLCM ANNUAL MEETING DATE: 05/25/2005
ISSUER: 73172K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT C. HAGERTY Management For For
MICHAEL R. KOUREY Management For For
BETSY S. ATKINS Management For For
JOHN SEELY BROWN Management For For
DURK I. JAGER Management For For
JOHN A. KELLEY Management For For
STANLEY J. MERESMAN Management For For
KEVIN T. PARKER Management For For
THOMAS G. STEMBERG Management For For
02 TO APPROVE THE ADOPTION OF THE COMPANY S 2005 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
03 TO APPROVE THE ADOPTION OF THE COMPANY S PERFORMANCE Management For For
BONUS PLAN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2005
ISSUER: 784117 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SARAH W. BLUMENSTEIN Management For For
KATHRYN M. MCCARTHY Management For For
HENRY H. PORTER, JR. Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS SEI INVESTMENTS COMPANY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 05/26/2005
ISSUER: 206016 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL A. BAKER Management For For
M.-HELENE PLAIS-COTREL Management For For
PETER L. WILSON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
ENI SPA, ROMA OGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
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 27
MAY 2005. 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 FINANCIAL STATEMENT AT 31 DEC 2004; Management *Management Position Unknown
THE REPORT OF THE DIRECTORS, AUDITORS AND THE
INDEPENDENT AUDITORS
2. APPROVE THE ALLOCATION OF PROFITS Management *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management *Management Position Unknown
4. APPROVE THE ASSIGNMENT OF OWN SHARES TO STOCK Management *Management Position Unknown
OPTION PLAN
5. APPOINT THE NUMBER OF MEMBERS OF THE BOARD OF Management *Management Position Unknown
AUDITORS
6. APPOINT THE DIRECTORS AND APPROVE TO ESTABLISH Management *Management Position Unknown
THE DURATION OF THEIR ASSIGNMENT
7. APPOINT THE BOARD OF DIRECTORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
8. APPOINT THE BOARD OF AUDITORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
ENI SPA, ROMA AGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
VOTE GROUP: 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
ID: 213014 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM THERE WILL BE A SECOND CALL ON 27
MAY 2005. 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 FINANCIAL STATEMENT AS OF 31 DEC Management For *Management Position Unknown
2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL STATEMENT
AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE
EXTERNAL AUDITORS
2. APPROVE THE ALLOCATION OF EARNINGS Management For *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management For *Management Position Unknown
4. APPROVE THE DISPOSAL OF OWN SHARES IN SERVICE Management For *Management Position Unknown
OF A STOCK OPTION PLAN TO THE MANAGERS OF THE
GROUP
5. APPROVE THE NUMBER OF THE MEMBERS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
6. APPROVE TO ESTABLISH THE DURATION OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
8. APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. APPOINT MR. ALBERTO CLO, MR. RENZO COSTI AND Management For *Management Position Unknown
MR. MARCO REBOA PRESENTED BY FINECO ASSET MANAGEMENT
SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA,
BNL GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR
SPA, ERSEL ASSET MANAGEMENT SGR SPA, RAS ASSET
MANAGEMENT SGR SPA, HERMES ADMINISTRATION SERVICES
LIMITED, MEDIOLANUM INTERNATIONAL FUNDS LIMITED,
MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE PASCHI
ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT MANAGEMENT
SGR SPA, PIONEER ASSET MANAGEMENT SA, PIONEER
INVESTMENT MANAGEMENT SGR SPA, ALETTI GESTIELLE
SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT SGR SPA,
HOLDING MORE THAN 1% OF STOCK CAPITAL AND APPOINT
MR.ROBERTO POLI CHAIRMAN , MR. DARIO FRUSCIO,
MR. MARCO PINTO, MARIO RESCA, MR. PAOLO SCARONI,
MR. PIERLUIGI SCIBETTA PRESENTED BY MINISTRY
OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS
A DIRECTORS
9. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF DIRECTORS
10. APPOINT MR. GIORGIO SILVA, MR. RICCARDO PEROTTA Management For *Management Position Unknown
AND MR. MASSIMO GENTILE ALTERNATIVE AUDITOR
PRESENTED BY CANDIDATES PRESENTED BY FINECO
ASSET MANAGEMENT SPA SGR, ARCA SGR SPA, AUREO
GESTIONI SGR SPA, BNL GESTIONI SGR SPA, DWS INVESTMENTS
ITALY SGR SPA, ERSEL ASSET MANAGEMENT SGR SPA,
RAS ASSET MANAGEMENT SGR SPA, HERMES ADMINISTRATION
SERVICES LIMITED, MEDIOLANUM INTERNATIONAL FUNDS
LIMITED, MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE
PASCHI ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT
MANAGEMENT SGR SPA, PIONEER ASSET MANAGEMENT
SA, PIONEER INVESTMENT MANAGEMENT SGR SPA, ALETTI
GESTIELLE SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT
SGR SPA, HOLDING MORE THAN 1% OF STOCK CAPITAL
AND APPOINT MR. PAOLO COLOMBO CHAIRMAN , MR.
FILIPPO DUODO, MR. EDOARDO GRISOLIA AND MR. FRANCESCO
BILOTTI ALTERNATIVE AUDITOR PRESENTED BY THE
MINISTRY OF FINANCE, HOLDING 20,31% OF STOCK
CAPITAL AS THE INTERNAL AUDITORS
11. APPOINT THE CHAIRMAN OF BOARD OF AUDITORS Management For *Management Position Unknown
12. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF AUDITORS AND THE STATUTORY AUDITORS
HCA INC. HCA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 404119 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
C. MICHAEL ARMSTRONG Management For For
M.H. AVERHOFF, M.D. Management For For
JACK O. BOVENDER, JR. Management For For
RICHARD M. BRACKEN Management For For
MARTIN FELDSTEIN Management For For
T.F. FRIST, JR., M.D. Management For For
FREDERICK W. GLUCK Management For For
GLENDA A. HATCHETT Management For For
C.O. HOLLIDAY, JR. Management For For
T. MICHAEL LONG Management For For
JOHN H. MCARTHUR Management For For
KENT C. NELSON Management For For
FRANK S. ROYAL, M.D. Management For For
HAROLD T. SHAPIRO Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT Management For For
AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA 2005 EQUITY INCENTIVE PLAN. Management Against Against
INFORMATICA CORPORATION INFA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 45666Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
A. BROOKE SEAWELL Management For For
MARK A. BERTELSEN Management Withheld Against
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF INFORMATICA CORPORATION FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHANGRI-LA ASIA LTD AGM MEETING DATE: 05/26/2005
ISSUER: G8063F106 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032, B01XWP6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE AUDITED ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITORS FOR THE YE
31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For *Management Position Unknown
3.i RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For *Management Position Unknown
3.ii RE-ELECT MR. LEE YONG SUN AS A DIRECTOR Management For *Management Position Unknown
3.iii RE-ELECT MR. TOW HENG TAN AS A DIRECTOR Management For *Management Position Unknown
3.iv RE-ELECT MR. YE LONGFEI AS A DIRECTOR Management For *Management Position Unknown
4. APPROVE TO FIX THE DIRECTORS FEES INCLUDING Management For *Management Position Unknown
THE FEES PAYABLE TO THE MEMBERS OF THE AUDIT
AND REMUNERATION COMMITTEES
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For *Management Position Unknown
THE AUDITORS AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management Against *Management Position Unknown
OR AFTER THE END OF THE RELEVANT PERIOD TO MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH
WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWERS;
THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL
ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY
TO BE ALLOTTED WHETHER PURSUANT TO AN OPTION
OR OTHERWISE BY THE DIRECTORS OF THE COMPANY
PURSUANT TO THE APPROVAL AS SPECIFIED, OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE AS SPECIFIED
, II) THE EXERCISE OF ANY OPTION UNDER ANY SHARE
OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE
GRANT OR ISSUE TO OPTION HOLDERS OF SHARES IN
THE COMPANY, III) ANY SCRIP DIVIDEND SCHEME OR
SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT
OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND
ON SHARES OF THE COMPANY IN ACCORDANCE WITH THE
BYE-LAWS OF THE COMPANY, IV) THE 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, SHALL NOT EXCEED 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF
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 REQUIRED
BY THE BYE-LAWS OF THE COMPANY OR ANY APPLICABLE
LAWS OF BERMUDA TO BE HELD
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For *Management Position Unknown
THE RELEVANT PERIOD AS SPECIFIED OF ALL POWERS
OF THE COMPANY TO REPURCHASE ITS OWN SHARES ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
HKSE OR ON ANY OTHER STOCK EXCHANGE ON WHICH
THE SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND THE 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
OR ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME AS THE CASE MAY BE ; THE AGGREGATE NOMINAL
AMOUNT OF SHARES OF THE COMPANY REPURCHASED BY
THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE AUTHORITY PURSUANT TO PARAGRAPH
(A) ABOVE SHALL BE LIMITED ACCORDINGLY; 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 REQUIRED BY THE BYE-LAWS OF THE COMPANY OR
ANY APPLICABLE LAWS OF BERMUDA TO BE HELD
6.C AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For *Management Position Unknown
UPON THE PASSING OF RESOLUTION NO. 6.B, AND FOR
THE TIME BEING IN FORCE TO EXERCISE THE POWERS
OF THE COMPANY, TO ALLOT SHARES BE AND IS HEREBY
EXTENDED BY THE ADDITION TO THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL WHICH MAY BE ALLOTTED
OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO
BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURSUANT
TO SUCH GENERAL MANDATE OF 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 SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE
OF THE PASSING OF THIS RESOLUTION
S.7 AMEND THE BYE-LAWS OF THE COMPANY ADOPTED ON Management For *Management Position Unknown
25 MAY 1993 AND AMENDED UP TO 25 MAY 2004 AS
FOLLOWS: A) BY ADDING THE SPECIFIED NEW BYE-LAW
70A IMMEDIATELY AFTER BYE-LAW 70; B) BY DELETING
THE EXISTING BYE-LAW 99 AND REPLACING IT WITH
THE SPECIFIED ONE; C) BY ADDING THE SPECIFIED
PARAGRAPH IMMEDIATELY AFTER THE BYE-LAW 100(III)
AND RE-NUMBERING THE BYE-LAW 100(IV) AS BYE-LAW
100(V); D) BY DELETING THE EXISTING BYE-LAW 182
(II) AND ITS SIDE-NOTE IN THEIR ENTIRETY AND
REPLACING THEM WITH THE SPECIFIED ONE
FLAGSTAR BANCORP, INC. FBC ANNUAL MEETING DATE: 05/27/2005
ISSUER: 337930 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK T. HAMMOND Management Withheld Against
RICHARD S. ELSEA Management Withheld Against
MICHAEL W. CARRIE Management Withheld Against
JAMES D. COLEMAN Management For For
ROBERT O. RONDEAU, JR. Management Withheld Against
02 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF AUTHORIZED
SHARES COMMON STOCK FROM 80 MILLION SHARES TO
150 MILLION SHARES, AND AUTHORIZED SHARES OF
PREFERRED STOCK, FROM 10 MILLION SHARES TO 25
MILLION SHARES.
03 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF DIRECTORS
FROM 11 TO 15.
04 TO AMEND THE OPTION PLAN TO ALLOW AN INCREASE Management Against Against
IN THE NUMBER OF ALLOCATED SHARES.
05 TO SET THE MAXIMUM NUMBER OF INCENTIVE OPTION Management For For
SHARES AVAILABLE FOR ISSUANCE UNDER THE OPTION
PLAN.
06 TO AMEND THE STOCK INCENTIVE PLAN TO ALLOW AN Management Against Against
INCREASE IN THE NUMBER OF ALLOCATED SHARES.
07 TO RATIFY THE INCENTIVE COMPENSATION PLAN. Management For For
SANOFI-AVENTIS SNY ANNUAL MEETING DATE: 05/31/2005
ISSUER: 80105N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
17 POWERS FOR THE ACCOMPLISHMENT OF FORMALITIES Management For For
12 TO INCREASE THE NUMBER OF SHARES TO BE ISSUED Management Against Against
IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT
PREEMPTIVE RIGHTS
14 DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY Management Against Against
TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE
SHARES
16 DELEGATION TO THE BOARD OF DIRECTORS OF POWERS Management For For
TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF
TREASURY SHARES
02 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
04 APPROVAL OF TRANSACTIONS COVERED BY THE STATUTORY Management For For
AUDITORS SPECIAL REPORT
06 REAPPOINTMENT OF A DEPUTY STATUTORY AUDITOR Management For For
08 TERMINATION OF THE AUTHORITY TO ISSUE BONDS Management For For
10 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management Against Against
ISSUANCE, WITHOUT PREEMPTIVE RIGHTS
01 APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS Management For For
03 APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND Management For For
05 REAPPOINTMENT OF A STATUTORY AUDITOR Management For For
07 AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY Management For For
OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY
09 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED
11 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS
OR OTHER ITEMS
13 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE OF SHARES RESERVED FOR EMPLOYEES WITH
WAIVER OF PREEMPTIVE RIGHTS
15 DELEGATION TO THE BOARD TO ALLOT EXISTING OR Management Against Against
NEW SHARES FREE OF CHARGE TO ALL OR SOME SALARIED
EMPLOYEES OF THE GROUP
SANOFI-AVENTIS OGM MEETING DATE: 05/31/2005
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.8 APPROVE TO END TO THE DELEGATION GRANTED TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6
AND GIVEN BY THE GENERAL MEETING OF 13 JUN 2004,
IN ORDER TO ISSUE BONDS
O.9 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY
A MAXIMUM NOMINAL AMOUNT OF EUR 1,400,000,000.00,
BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED THE PREFERENTIAL
SHARE EXCLUDED , SHARES OR ANY SECURITIES GIVING
RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO A
DEBT SECURITY; THE NOMINAL MAXIMUM AMOUNT OF
THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED
BY THE RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF
THE PRESENT MEETING IS SET AT EUR 1,600,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management Against *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
THE PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY
SECURITIES GIVING RIGHT TO THE CAPITAL OR GIVING
THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES;
THE AMOUNT SHALL COUNT AGAINST THE VALUE OF THE
OVERALL CEILING SET FORTH IN RESOLUTION OF THE
PRESENT MEETING AND THOSE GRANTED BY THE RESOLUTIONS
; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITY, TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF CAPITALIZING
PREMIUMS, RESERVES, PROFITS, PREMIUMS OR ANY
OTHER MEANS PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF PAR VALUE OF EXISTING SHARES,
OR BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.12 APPROVE THAT THE BOARD OF DIRECTORS MAY DECIDE Management Against *Management Position Unknown
TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME
PRICE THAN THE ONE OF THE INITIAL ISSUE WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE ; THE NOMINAL
AMOUNT OF THE CAPITAL INCREASED AGAINST THE OVERALL
VALUE SET FORTH IN THE RESOLUTION NUMBER 9 OF
THE PRESENT MEETING; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR
OF THE MEMBERS OF ONE OR MORE OF THE COMPANY
SAVINGS PLANS OF THE GROUP SANOFI-AVENTIS AND
AN AMOUNT WHICH SHALL NOT EXCEED 2% OF THE SHARE
CAPITAL; THE NOMINAL MAXIMUM AMOUNT WHICH COULD
BE REALIZED ACCORDING TO THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD 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, IN SUBSTITUTION Management Against *Management Position Unknown
OF AL AND ANY EARLIER AUTHORITIES, TO GRANT,
IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE
ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO
PURCHASE EXISTING SHARES REPURCHASED BY THE COMPANY,
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS
TO A TOTAL NUMBER OF SHARES WHICH SHALL NOT EXCEED
2.5 OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO
SUBSCRIBE FOR SHARES, IN ACCORDANCE WITH THE
PRESENT DELEGATION, SHALL COUNT AGAINST THE CEILING
SET FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, TO PROCEED Management Against *Management Position Unknown
WITH THE ALLOCATIONS FREE OF CHARGE OF THE COMPANY
S EXISTING SHARES OR TO BE ISSUED THE PREFERENTIAL
SHARES BEING EXCLUDED , IN FAVOR OF BENEFICIARIES
TO BE CHOSEN FROM THE EMPLOYEES AND THE OFFICERS
OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES WHICH WOULD BE REALIZED IN
ACCORDANCE WITH THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION
NUMBER 9 OF THE PRESENT MEETING; 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
O.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITIES, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE COMPANY S
SELF DETAINED SHARES, IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
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
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
AUDIT AS THE STATUTORY AUDITORS FOR A PERIOD
OF 6 YEARS
O.3 APPROVE THE TRANSFER OF THE AMOUNT OF EUR 200,000,000.00, Management For *Management Position Unknown
PURSUANT TO THE ARTICLE 39 OF THE AMENDED FINANCE
LAW, POSTED TO THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS BEING TAKEN IN TO
ACCOUNT (EUR 4,987,500.00) ; DISTRIBUTABLE PROFITS
: EUR 3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR 1,693,685,180.40,
CARRIED FORWARD ACCOUNT : EUR 1,318,895,125.38;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management For *Management Position Unknown
COLL AS PRICEWATERHOUSECOOPERS AUDIT S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR ANY EARLIER AUTHORITY, TO TRADE THE COMPANY
S SHARES ON THE STOCK EXCHANGE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL
NOT EXCEED EUR 12,702,638,858.00 AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THE MEETING HELD ON 18 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 31
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE AUDITORS AND APPROVE
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE
MEETING
GAMESA CORPORACION TECNOLOGICA SA OGM MEETING DATE: 06/01/2005
ISSUER: E54667113 ISIN: ES0143416115
SEDOL: B01CP21, B01D7H3, B01QLN6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For *Management Position Unknown
PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS;
THE MANAGEMENT REPORT OF GAMESA CORPORACION TECHNOLOGICAL,
SOCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP,
FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF
DIRECTORS, RESOLUTIONS CONCERNING APPLICATION
OF PROFITS AND DIVIDEND DISTRIBUTION
2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For *Management Position Unknown
THE DERIVATIVE ACQUISITION OF WON SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
THEN PROCEEDING TO THEIR SALE
3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For *Management Position Unknown
THE FINANCIAL AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE
42 OF THE COMMERCIAL CODE AND SECTION 204 OF
THE SPANISH LIMITED COMPANIES CONSOLIDATION ACT,
TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS
4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS BY MEANS OF CO-OPTATION
5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For *Management Position Unknown
DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AS WELL AS FOR THEIR PUBLIC RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
MAN AG, MUENCHEN AGM MEETING DATE: 06/03/2005
ISSUER: D51716104 ISIN: DE0005937007 BLOCKING
SEDOL: 4546373, 5563520, 5628883, 7159198, B0318P0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004, ALONG WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 154,392,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.05 PER PREFERENCE
SHARE EX-DIVIDEND AND PAYABLE DATE: 06 JUN 2005
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 188,211,200 THROUGH
THE ISSUE OF NEW BEARER NO PAR SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 02
JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS, EXCEPT FOR THE GRANTING OF SUCH RIGHTS
TO BONDHOLDERS, FOR AN AMOUNT OF UP TO 10% OF
THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF IDENTICAL SHARES, FOR RESIDUAL AMOUNTS, AND
FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 1,500,000,000 HAVING A TERM
OF UP TO 20 YEARS AND CONFERRING CONVERTIBLE
OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 02 JUN 2010; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE
ISSUE OF BONDS AT A PRICE NOT MATERIALLY BELOW
THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO OTHER BOND HOLDERS; THE SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 76,800,000
THROUGH THE ISSUE OF NEW BEARER NO PAR SHARES,
INSOFAR AS CONVERTIBLE OR OPTION RIGHTS ARE EXERCISED
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE ORDINARY AND/OR PREFERENCE SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL,
AT PRICES NOT DEVIATING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, ON OR BEFORE 02 DEC
2006; THE SHARES MAY BE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, USED FOR ACQUISITION
PURPOSES OR TO SATISFY EXISTING CONVERTIBLE OR
OPTION RIGHTS, AND RETIRED
8. AMEND THE ARTICLES OF ASSOCIATION REGARDING SHAREHOLDERS Management Against *Management Position Unknown
WISHING TO ATTEND THE SHAREHOLDER MEETING BEING
REQUIRED TO REGISTER WITHIN THE STATUTORY REGISTRATION
PERIOD AND TO PROVIDE EVIDENCE OF THEIR ENTITLEMENT
TO VOTE
9. APPOINT KPMG, MUNICH AS THE AUDITORS FOR THE Management For *Management Position Unknown
FY 2005
10.1 ELECT PROFFESOR DR. RER. POL. RENATE KOECHER Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.2 ELECT MR. MICHAEL BEHRENDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.3 ELECT MR. DR. ING. HERBERT H. DEMEL AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.4 ELECT MR. KLAUS EBERHARDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.5 ELECT MR. DR. RER NAT HUBERTUS VON GRUENBERG Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.6 ELECT MR. DR. JUR KARL-LUDWIG KLEY AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.7 ELECT MR. PROF. DR.ING, DR. H.C. MULT, DR.-ING. Management For *Management Position Unknown
E.H. MULT. JOACHIM MILBERG AS THE MEMBER S OF
THE SUPERVISORY BOARD
10.8 ELECT MR. DR.-ING. E.H. RUDOLF RUPPRECHT AS A Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD
10.9 ELECT MR. PROF. DR. ING, DR. H.C. EKKEHARD D. Management For *Management Position Unknown
SCHULZ AS THE MEMBER S OF THE SUPERVISORY BOARD
10.10 ELECT MR. DR. RER. NAT. HANNS-HELGE STECHL AS Management For *Management Position Unknown
A MEMBER OF THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
INFRASOURCE SERVICES, INC. ANNUAL MEETING DATE:
06/07/2005
ISSUER: 45684P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN A. BRAYMAN Management For For
CHRISTOPHER S. BROTHERS Management Withheld Against
MICHAEL P. HARMON Management Withheld Against
DAVID R. HELWIG Management Withheld Against
IAN A. SCHAPIRO Management Withheld Against
RICHARD S. SIUDEK Management For For
XENOGEN CORPORATION ANNUAL MEETING DATE: 06/07/2005
ISSUER: 98410R ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM A. HALTER Management For For
E. KEVIN HRUSOVSKY Management For For
CHRIS JONES Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS XENOGEN CORPORATION S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.
LINDE AG, WIESBADEN AGM MEETING DATE: 06/08/2005
ISSUER: D50348107 ISIN: DE0006483001 BLOCKING
SEDOL: 5740732, 5740817, 7159187, B0318L6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management *Management Position Unknown
FOR THE 2004 FINANCIAL YEAR WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management *Management Position Unknown
PROFIT OF EUR 149,159,217.50 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 1.25 PER SHARE EX-DIVIDEND
AND PAYABLE DATE 09 JUN 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPOINT KPMG DEUTSCHE TREUHAND-GESLELLSCHAFT Management *Management Position Unknown
AG, BERLIN AND FRANKFURT AS THE AUDITORS FOR
THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL THROUGH THE STOCK
EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE,
NOR MORE THAN 20% BELOW, THE MARKET PRICE OF
THE SHARES OR BY WAY OF A REPURCHASE OFFER AT
PRICES NOT DEVIATING MORE THAN 20% FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 30 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE USED FOR ACQUISITION PURPOSES, TO
USE THE SHARES FOR THE FULFILLMENT OF OPTION
AND/OR CONVERTIBLE RIGHTS, AS EMPLOYEE SHARES,
OR WITHIN THE SCOPE OF THE LINDE-MANAGEMENT INCENTIVE
PROGRAM AND TO SELL THE SHARES AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE AND TO RETIRE
THE SHARES
7. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 80,000,000 THROUGH
THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST
PAYMENT IN CASH, ON OR BEFORE 7 JUN 2010; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS
TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE AND/OR
OPTION RIGHTS, FOR THE ISSUE OF EMPLOYEE SHARES
OF UP TO EUR 3,500,000, AND FOR A CAPITAL INCREASE
OF UP TO 10% OF THE COMPANY S SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF IDENTICAL SHARES
8. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S CAPITAL BY UP TO EUR 40,000,0000 THOROUGH THE
ISSUE OF NEW BEARER NO-PAR SHARES AGAINST PAYMENT
IN CASH AND/OR KING, ON OR BEFORE 7 JUN 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION FOR
A CAPITAL INCREASE AGAINST PAYMENT IN CASH; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS MAY
TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE AND/OR
OPTION RIGHTS, AND FOR THE ISSUE OF SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS
9. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP
TO EUR 1,000,000,000, HAVING A TERM OF UP TO
10 YEARS AND CONFERRING CONVERTIBLE AND/OR OPTIONS
RIGHTS FOR NEW SHARES OF THE COMPANY, ON OR BEFORE
7 JUN 2010; SHAREHOLDERS SUBSCRIPTION RIGHTS
SHALL BE EXCLUDED FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL
IF SUCH BONDS ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO OTHER BONDHOLDERS; THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 50,000,000
THROUGH THE ISSUE OF UP TO 19,531,250 NEW NO-PAR
SHARES, IN SO FAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED CONTINGENT CAPITAL 2005
10. APPROVE THAT FROM THE 2005 FY ON, EACH MEMBER Management *Management Position Unknown
OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 35,000 PLUS A VARIABLE
REMUNERATION OF EUR 300 PER EUR 0.01 DIVIDEND
PER SHARE IN EXCESS OF EUR 0.50, AND OF EUR 450
FOR EVERY 1% RETURN ON CAPITAL EMPLOYED IN EXCESS
OF 7%; THE CHAIRMAN OF THE SUPERVISORY BOARD
SHALL RECEIVE THREE TIMES, THE DEPUTY CHAIRMAN
OF THE SUPERVISORY BOARD AND EVERY MEMBER OF
THE PERMANENT COMMITTEE ONE AND A HALF TIMES,
THESE AMOUNTS AND AN ATTENDANCE FEE OF EUR 500
PER SUPERVISOR BOARD MEETING OR COMMITTEE MEETING
SHALL BE PAID AS WELL AND THE MEMBERS OF THE
AUDIT COMMITTEE SHALL ALSO RECEIVE AN ADDITIONAL
REMUNERATION OF EUR 20,000 THE CHAIRMAN EUR
40,000 AND AUTHORIZE THE COMPANY TO TAKE OUT
D+O INSURANCE FOR THE MEMBERS OF THE SUPERVISORY
BOARD AND AMEND THE ARTICLES OF ASSOCIATION
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 06/09/2005
ISSUER: 01988P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GLEN E. TULLMAN Management For For
M. FAZLE HUSAIN Management For For
02 AMENDMENT TO THE AMENDED AND RESTATED 1993 STOCK Management Against Against
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2005.
GLOBAL POWER EQUIPMENT GROUP INC. GEG ANNUAL MEETING DATE: 06/09/2005
ISSUER: 37941P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ADRIAN W. DOHERTY JR. Management For For
MICHAEL L. GREENWOOD Management For For
JERRY E. RYAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR FISCAL 2005.
PATHMARK STORES, INC. PTMK SPECIAL MEETING DATE: 06/09/2005
ISSUER: 70322A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ISSUANCE TO CERTAIN INVESTMENT Management For For
FUNDS AFFILIATED WITH THE YUCAIPA COMPANIES LLC,
FOR AN AGGREGATE CASH PURCHASE PRICE OF $150,000,000
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/13/2005
ISSUER: 855030 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRENDA C. BARNES Management For For
MARY ELIZABETH BURTON Management For For
RICHARD J. CURRIE Management For For
ROWLAND T. MORIARTY Management For For
02 TO APPROVE STAPLES AMENDED AND RESTATED 2004 Management For For
STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
04 TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM OR Shareholder Against For
VOTE POISON PILL.
BUSINESS OBJECTS S.A. BOBJ ANNUAL MEETING DATE: 06/14/2005
ISSUER: 12328X ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E15 TO ALLOCATE, FREE OF CHARGE, EXISTING ORDINARY Management Against Against
SHARES, OR TO ISSUE NEW ORDINARY SHARES, FREE
OF CHARGE, TO THE EMPLOYEES AND CERTAIN OFFICERS
OF THE COMPANY AND TO THE EMPLOYEES OF THE COMPANY
S SUBSIDIARIES.
E17 AMENDMENTS OF THE COMPANY S ARTICLES OF ASSOCIATION Management For For
TO CONFORM THEM TO THE NEW PROVISIONS OF THE
FRENCH COMMERCIAL CODE.
E18 THE REMOVAL OF THE FIFTEENTH, SEVENTEENTH AND Management For For
TWENTY-FOURTH PARAGRAPHS OF THE ARTICLE 6 OF
THE COMPANY S ARTICLES OF ASSOCIATION.
O19 TO GRANT FULL POWERS OF ATTORNEY TO CARRY OUT Management For For
REGISTRATIONS AND FORMALITIES.
O1 APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O3 ALLOCATION OF EARNINGS FOR THE FISCAL YEAR ENDED Management For For
DECEMBER 31, 2004.
O5 RATIFICATION OF THE APPOINTMENT OF MR. CARL PASCARELLA Management For For
AS DIRECTOR.
O7 RATIFICATION OF REGULATED AGREEMENTS. Management For For
O9 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS Management For For
TO REPURCHASE ORDINARY SHARES OF THE COMPANY.
E11 TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. GERALD
HELD.
O4 RENEWAL OF THE TERM OF OFFICE OF MR. GERALD HELD Management For For
AS DIRECTOR.
E13 TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE PARTICIPANTS IN THE COMPANY EMPLOYEE SAVINGS
PLAN.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O6 APPOINTMENT OF, AS REPLACEMENTS FOR THE SECOND Management For For
STATUTORY AUDITORS, AND THE SECOND ALTERNATE
STATUTORY AUDITORS.
O8 INCREASE OF THE AGGREGATE AMOUNT OF AUTHORIZED Management For For
DIRECTORS FEES.
E10 TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF Management For For
TREASURY SHARES.
E12 TO ISSUE WARRANTS TO SUSBCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. CARL
PASCARELLA.
E14 TO INCREASE THE SHARE CAPITAL TRHOUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE 2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS
TRUST UNDER THE 2004 INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN.
E16 THE AMENDMENT OF THE ARTICLE 7.2 OF THE COMPANY Management Against Against
S ARTICLES OF ASSOCIATION.
CLARINS SA OGM MEETING DATE: 06/14/2005
ISSUER: F18396113 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617, B02PRW3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF STATUTORY AUDITORS, THE CORPORATE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE 31 DEC
2004; APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES
OF EUR 100,257.00 WITH A CORRESPONDING TAX OF
EUR 35,521.00, ACCORDINGLY, AND GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE EXECUTIVE COMMITTEE
AND TO THOSE OF THE SUPERVISORY BOARD AS WELL
AS TO THE AUDITORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
2. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND OF THE STATUTORY
AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FY
3. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management Against *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE; APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED IN THEREIN
4. APPROVE THE APPROPRIATE PROFITS OF EUR 30,774,367.00 Management For *Management Position Unknown
AND THE PRIOR RETAINED EARNINGS OF EUR 32,333,684.00,
APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVES TO APPROPRIATE THE TOTAL
OF EUR 63,108,051.00 AS: RETAINED EARNINGS ACCOUNT
SHOWING A CREDIT BALANCE: EUR 32,333,684.00,
PROFITS FOR THE FY: EUR 30,774,367.00, ALLOCATION
TO THE LEGAL RESERVE: EUR -1,538,718.00, DISTRIBUTABLE
PROFIT OF EUR 61,569,333.00: GLOBAL DIVIDEND:
EUR 27,652,035.00, CARRY FORWARD ACCOUNT SHOWING
A CREDIT BALANCE: EUR 33,917,298.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.80 FOR EACH
SHARE OF A PAR VALUE OF EUR 8.00 EACH, AND WILL
ENTITLE NATURAL PERSONS TO THE 50 % ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 15 JUL 2005
5. APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 100,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD MEMBERS
6. AUTHORIZES THE EXECUTIVE COMMITTEE TO BUY BACK Management For *Management Position Unknown
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 75.00, MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM
AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES:
EUR 20,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
7. AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
8. AUTHORIZES THE EXECUTIVE COMMITTEE TO PROCEED, Management Against *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH ALLOCATIONS
FREE OF CHARGE OF COMPANY S EXISTING ORDINARY
SHARES OR TO BE ISSUED, IN FAVOR OF BENEFICIARIES
TO BE CHOSEN BY IT ARTICLES L.225-197-1 AND
L.225-197-2 OF THE FRENCH COMMERCIAL CODE , PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE TOTAL OF SHARES ISSUED BY THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
9. AMEND THE ARTICLE 7, 10 AND 41 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
10. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
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
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
PHILIPPINE LONG DISTANCE TEL CO MEDIUM TERM NTS BOOK ENTRY AGM MEETING DATE:
06/14/2005
ISSUER: 718252109 ISIN: PH7182521093
SEDOL: 2685319, 6685661
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE TO CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF SERVICE OF NOTICE Management For *Management Position Unknown
AND QUORUM
3. APPROVE THE PRESIDENTS REPORT Management For *Management Position Unknown
4. APPROVE THE AUDITED FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE PERIOD ENDED 31 DEC 2004 CONTAINED IN THE
COMPANY S 2004 ANNUAL REPORT
5. ELECT THE DIRECTORS INCLUDING INDEPENDENT DIRECTORS Management For *Management Position Unknown
FOR THE ENSUING YEAR
6. OTHER BUSINESS Other For *Management Position Unknown
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management *Management Position Unknown
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management Against *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 217283. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management For *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management For *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LOGITECH INTERNATIONAL S.A. LOGI ANNUAL MEETING DATE: 06/16/2005
ISSUER: 541419 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
02 APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED Management For For
ACCOUNTS OF THE LOGITECH GROUP AND ACCOUNTS OF
LOGITECH INTERNATIONAL SA FOR FISCAL YEAR 2005.
REPORT OF THE STATUTORY AND GROUP AUDITORS
03 SHARE SPLIT ON 2 FOR 1 BASIS Management For For
04 APPROPRIATION OF RETAINED EARNINGS Management For For
05 LOWER MINIMUM SHAREHOLDING FOR PLACING ITEMS Management For For
ON THE AGM AGENDA
06 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
7A1 ELECTION OF MATTHEW BOUSQUETTE Management For For
7A2 RE-ELECTION OF FRANK GILL Management For For
7A3 RE-ELECTION OF GARY BENGIER Management For For
07B ELECTION OF AUDITORS Management For For
KEYENCE CORP AGM MEETING DATE: 06/17/2005
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: 5998735, 6490995, B02HPZ8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against *Management Position Unknown
DIVIDENDS: INTERIM JY 5, FINAL JY 15, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown
2.2 ELECT DIRECTOR Management For *Management Position Unknown
2.3 ELECT DIRECTOR Management For *Management Position Unknown
2.4 ELECT DIRECTOR Management For *Management Position Unknown
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 ALTERNATE INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management Against *Management Position Unknown
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR DIRECTORS
BLACKBAUD, INC. BLKB ANNUAL MEETING DATE: 06/21/2005
ISSUER: 09227Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PAUL V. BARBER Management For For
MARCO W. HELLMAN Management Withheld Against
02 APPROVE THE AMENDMENT OF OUR 2004 STOCK PLAN Management Against Against
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
RESERVED FOR ISSUANCE THEREUNDER FROM 1,156,250
TO 1,906,250.
03 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
NTT DOCOMO INC. AGM MEETING DATE: 06/21/2005
ISSUER: J59399105 ISIN: JP3165650007
SEDOL: 3141003, 5559079, 6129277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 1,000YEN
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
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
5. APPOINT A CORPORATE AUDITOR Management Against *Management Position Unknown
6. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management Against *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
7. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
OPSWARE INC. OPSW ANNUAL MEETING DATE: 06/21/2005
ISSUER: 68383A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARC L. ANDREESSEN Management For For
MIKE J. HOMER Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Management For For
AS OPSWARE S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDING JANUARY 31, 2006.
SHIRE PHARMACEUTICALS GROUP PLC, BASINGSTOKE HAMPSHIRE AGM MEETING DATE: 06/22/2005
ISSUER: G81083100 ISIN: GB0007998031
SEDOL: 0653608, 0799803, 2766690, 5928754, B02T9G3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE COMPANY S ACCOUNTS FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 TOGETHER WITH THE DIRECTORS
REPORT, DIRECTORS REMUNERATION REPORT AND THE
AUDITORS REPORT ON THOSE ACCOUNTS AND ON THE
AUDITABLE PART OF THE DIRECTORS REMUNERATION
REPORT
2. RE-ELECT MR. MATTHEW WILLIAM EMMENS AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRESIN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
3. RE-ELECT MR. RONALD MAURICE NORDMANN AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
4. RE-ELECT DR. BARRY JOHN PRICE AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
5. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION
OF THE MEETING TO THE CONCLUSION OF THE NEXT
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY
6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For *Management Position Unknown
DETERMINE THE REMUNERATION OF THE MEETING
7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 31 DEC 2004
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO EXERCISE ALL OR ANY OF THE POWERS OF THE
COMPANY TO ALLOT RELEVANT SECURITIES SECTION
80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
8,203,026; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
FROM THE DATE OF THE PASSING OF THIS RESOLUTION
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY, SUBJECT TO THE PASSING
OF PREVIOUS RESOLUTION AND PURSUANT TO SECTION
95 OF THE ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY THE PREVIOUS RESOLUTION,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS EXCLUDING ANY SHAREHOLDERS
HOLDING SHARES AS TREASURY SHARES ; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,230.577;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; AND THE DIRECTORS MAY ALLOT SEQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE ACT OF ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY OF UP TO
49,223,083 ORDINARY SHARES 10% OF THE ISSUED
SHARE CAPITAL OF 5P EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 5P AND IS EQUAL
TO 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATION
FOR AN ORDINARY SHARES IN THE COMPANY DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE
OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
11. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 25,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2006 OR 15 MONTHS
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2005
ISSUER: 835699 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 12 DIRECTORS. Management For For
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
S4 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS REGARDING REMUNERATION
PAID TO EACH DIRECTOR.
MAXIS COMMUNICATIONS BHD AGM MEETING DATE: 06/23/2005
ISSUER: Y5903J108 ISIN: MYL5051OO007
SEDOL: 6530523, B06P1C7
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 DEC2004 AND THE AUDITORS
REPORT THEREON
1. DECLARE THE FOLLOWING FINAL DIVIDENDS FOR THE Management For *Management Position Unknown
FYE 31 DEC 2004: I) 10.00 SEN PER ORDINARY SHARE,
TAX EXEMPT; AND II) 8.33 SEN PER ORDINARY SHARE
LESS MALAYSIAN INCOME TAX AT 28%
2. RE-ELECT MR. Y. BHG. DATO JAMALUDIN BIN IBRAHIM Management For *Management Position Unknown
AS A DIRECTOR WHO RETIRES BYROTATION PURSUANT
TO ARTICLE 114 OF THE COMPANY S ARTICLES OF ASSOCIATION
3. RE-ELECT MR. ENCIK AUGUSTUS RALPH MARSHALL AS Management For *Management Position Unknown
A DIRECTOR WHO RETIRES BY ROTATION PURSUANT TO
ARTICLE 114 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT ENCIK CHAN CHEE BENG AS A DIRECTOR WHO Management For *Management Position Unknown
RETIRES PURSUANT TO ARTICLE 121 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For *Management Position Unknown
THE AUDITORS OF THE COMPANY AND AUTHORISE THE
DIRECTORS TO FIX THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
132D OF THE COMPANIES ACT, 1965,TO ISSUE SHARES
IN THE COMPANY AT ANY TIME AND UPON SUCH TERMS
AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS
MAY, IN THEIR ABSOLUTE DISCRETION, DEEM FIT PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
DOES NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY FOR THE TIME BEING, SUBJECT ALWAYS
TO THE APPROVAL OF ALL THE RELEVANT REGULATORY
BODIES, IF REQUIRED, BEING OBTAINED FOR SUCH
ALLOTMENT AND ISSUE; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM
MAXIS COMMUNICATIONS BHD EGM MEETING DATE: 06/23/2005
ISSUER: Y5903J108 ISIN: MYL5051OO007
SEDOL: 6530523, B06P1C7
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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) MEASAT BROADCAST
NETWORK SYSTEMS SDN BHD; II) MULTIMEDIA INTERACTIVE
TECHNOLOGIES SDN BHD; AND III) AIRTIME MANAGEMENT
AND PROGRAMMING SDN BHD AS SPECIFIED, 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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) SRG ASIA
PACIFIC SDN BHD; AND II) UT HOSPITALITY SERVICES
SDN BHD FORMERLY KNOWN AS KIARA SAMUDRA SDN
BHD ; AND III) BONUS KAD LOYALTY SDN BHD AS SPECIFIED,
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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH MEASAT SATELLITE
SYSTEMS SDN BHD FORMERLY KNOWN AS BINARIANG
SATELLITE SYSTEMS SDN BHD AS SPECIFIED, 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
MEASAT SATELLITE SYSTEMS SDN BHD FORMERLY KNOWN
AS 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 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
4. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) TGV CINEMAS
SDN BHD FORMERLY KNOWN AS TANJONG GOLDEN VILLAGE
SDN BHD ; II) PAN MALAYSIAN POOLS SDN BHD; AND
III) TANJONG CITY CENTRE PROPERTY MANAGEMENT
SDN BHD AS SPECIFIED, 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
5. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) OAKWOOD
SDN BHD; II) AMPROPERTY TRUST MANAGEMENT BHD;
AND III) AMPROPERTY HOLDINGS SDN BHD; IV) AMFINANCE
BERHAD; V) RESORTS WORLD BERHAD GENTING HIGNLANDS
BERHAD, GENTING GOLF COURSE BERHAD, RESORTS FACILITIES
SERVICES SDN BHD; VI) ASIATIC LAND DEVELOPEMNT
SDN BHD; VII) GENTING SANYEN INDUSTRIAL PAPER
SDN BHD; AND VIII) ASIATIC DEVELOPMENT BERHAD
AS SPECIFIED, 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
6. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH HEITECH PADU
BERHAD AS SPECIFIED, 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
7. AUTHORIZE THE BOARD OF DIRECTORS, AT ANY TIME, Management Against *Management Position Unknown
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 MR.
DATO JAMALUDIN BIN IBRAHIM, THE CHIEF EXECUTIVE
OFFICER AND AN EXECUTIVE DIRECTORS OF THE COMPANY,
IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS
OF THE BYE-LAWS GOVERNING THE COMPANY S EMPLOYEE
SHARE OPTION SCHEME ESOS AND THE TERMS OF THE
CONTRACT OF SERVICE BETWEEN THE COMPANY AND MR.
DATO JAMALUDIN BIN IBRAHIM, OPTION OR OPTIONS
TO SUBSCRIBE FOR UP TO A MAXIMUM OF 1,000,000
ORDINARY SHARES OF MYR 0.10 EACH IN THE COMPANY
AVAILABLE UNDER 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
SEGA SAMMY HOLDINGS INC, TOKYO AGM MEETING DATE: 06/24/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE PROFIT APPROPRIATION FOR NO.1 TERM: Management For *Management Position Unknown
DIVIDENDS FOR THE CURRENT TERM HAS BEEN AS JPY
60 PER SHARE
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT MR. OSAMU SATOMI AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. HISAO OGUCHI AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. KEISHI NAKAYAMA AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. TOORU KATAMOTO AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. HIDEKI OKAMURA AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. YASUO TAZOE AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. KEIICHIROU HASHIMOTO AS A DIRECTOR Management For *Management Position Unknown
4.1 ELECT MR. KAZUTADA IEDA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.2 ELECT MR. AKIO KIOI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.3 ELECT MR. RYOUICHI ARAI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.4 ELECT MR. TOSHIO HIRAKAWA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
5. ELECT MR. MINEO ENOMOTO AS AN ALTERNATE STATUTORY Management Against *Management Position Unknown
AUDITOR
6. APPROVE THE COMPANY TO GIVE FREE SHARE SUBSCRIPTION Management For *Management Position Unknown
RIGHTS TO EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES
AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL
CODE 280-20 AND 280-21
TESCO PLC AGM MEETING DATE: 06/24/2005
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: 0884709, 5469491, 5474860, B02S3J1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
12. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 530,000,000 TO GBP 535,000,000
BY THE CREATION OF 100,000,000 ORDINARY SHARES
OF 5P EACH
13. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWER Management For *Management Position Unknown
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 AS PAID INSTEAD
OF THE CASH AMOUNT WHICH WOULD OTHERWISE BE DUE
TO THEM IN RESPECT OF ANY DIVIDENDS INCLUDING
THE FINAL DIVIDEND FOR THE FYE 26 FEB 2005, FOR
ANY FINANCIAL PERIOD ENDING ON OR BEFORE 04 APR
2010
14. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80(2)
OF THE ACT OF THE COMPANY UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 129.2 MILLION WHICH IS
EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED
SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY OR
24 JUN 2004 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD
S.15 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE ACT, TO ALLOT EQUITY SECURITIES FOR
CASH PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 OF THE ACT, 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 AMOUNT OF GBP
19.47 MILLION 5% OF THE ISSUED SHARE CAPITAL
; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM
THE DATE OF THE PASSING OF THIS RESOLUTION ;
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.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
WITHIN THE MEANING OF SECTION 163(3) OF THE
ACT OF UP TO 778.70 MILLION SHARES OF 5P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS FROM THE DATE OF
THE PASSING OF THIS RESOLUTION ; 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
17. AUTHORIZE THE COMPANY, TO MAKE DONATIONS TO EU Management For *Management Position Unknown
POLITICAL ORGANIZATION NOT EXCEEDING GBP 100,000
AND TO INCUR EU POLITICAL EXPENDITURE UP TO A
MAXIMUM AGGREGATE AMOUNT OF GBP 100,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR
15 MONTHS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION
18. AUTHORIZE THE TESCO STORES LIMITED, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
100,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 100,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
19. AUTHORIZE THE TESCO IRELAND LIMITED, TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
20. AUTHORIZE THE TESCO VIN PLUS S.A., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
23. AUTHORIZE THE TESCO GLOBAL RT, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATIONNOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
24. AUTHORIZE THE TESCO POLSKA SP Z.O.O., TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 26 FEB 2005
8. ELECT MR. KAREN COOK AS A DIRECTOR Management For *Management Position Unknown
3. APPROVE THE FINAL DIVIDEND OF 5.27 PENCE PER Management For *Management Position Unknown
SHARE BY THE DIRECTORS TO BE DECLARED PAYABLE
ON 01 JUL 2005 TO HOLDERS OF ORDINARY SHARES
REGISTERED AT THE CLOSE OF BUSINESS ON 22 APR
2005
4. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
5. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
6. RE-ELECT MR. TIM MASON AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
7. RE-ELECT MR. DAVID POTTS AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
9. ELECT MR. CAROLYN MCCALL AS A DIRECTOR Management For *Management Position Unknown
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For *Management Position Unknown
REMUNERATION
21. AUTHORIZE THE TESCO STORES CR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
22. AUTHORIZE THE TESCO STORES SR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 26 FEB 2005
BIOMARIN PHARMACEUTICAL INC. BMRN CONTESTED ANNUAL MEETING DATE: 06/28/2005
ISSUER: 09061G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JEAN-JACQUES BIENAIME 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHELL TRANS & TRADING PLC OGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE COMPANY S ANNUAL ACCOUNTS FOR THE FYE Management For *Management Position Unknown
31 DEC 2004 TOGETHER WITH THELAST DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS
AND THE AUDITABLE PART OF THE REMUNERATION REPORT
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT MR. PETER VOSER AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT SIR PETER JOB AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY ROTATION
5. RE-ELECT MR. LORD OXBURGH AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY VIRTUE OF AGE
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY
7. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS OF THE COMPANY
S.8 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS SPECIFIED IN SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 480,000,000 ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P AND NOT MORE THAN 5% ABOVE
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS
PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
9. APPROVE THE LONG-TERM INCENTIVE PLAN LLTP TO Management For *Management Position Unknown
BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO
THE MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE LTIP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
LTIP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE LTIP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
LTIP
10. APPROVE THE DEFERRED BONUS PLAN DBP TO BE CONSTITUTED Management For *Management Position Unknown
BY THE DRAFT RULES PRODUCED TO THE MEETING AND,
FOR THE PURPOSE OF IDENTIFICATION, INITIALED
BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE DBP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
DBP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE DBP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
DBP
11. APPROVE THE RESTRICTED SHARE PLAN RSP TO BE Management For *Management Position Unknown
CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE RSP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
RSP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE RSP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
RSP
SHELL TRANS & TRADING PLC EGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.1 APPROVE THE CAPITAL OF THE COMPANY BE REDUCED Management For *Management Position Unknown
BY CANCELLING AND EXTINGUISHINGALL THE FIRST
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE FIRST PREFERENCE SHARES ,
IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH FIRST PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE DOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER FIRST PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN ON EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY SAVE THAT IN RESPECT OF ANY DAY
DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE
RELEVANT DATE FOR WHICH NO QUOTATIONS FOR SUCH
SHARE WERE PUBLISHED IN THE STOCK EXCHANGE DAILY
OFFICIAL LIST, THERE SHALL, FOR THE PURPOSES
OF THIS CALCULATION, BE SUBSTITUTED THE PRICE
QUOTED BY DATASTREAM, AN INFORMATION SERVICE
PROVIDED BY THOMSON FINANCIAL, IN RESPECT OF
THAT DAY); AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.2 APPROVE THAT, CONDITIONAL ON THE PASSING OF RESOLUTION Management For *Management Position Unknown
1 ABOVE, THAT THE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SECOND
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE SECOND PREFERENCE SHARES
, IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH SECOND PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE CLOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER SECOND PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH. ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN OIL EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY; AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.3 APPROVE THE MODIFICATION, THE ADDITION OR THE Management For *Management Position Unknown
CONDITION SUBJECT TO THE SCHEMEOF ARRANGEMENT
DATED 19 MAY 2005 BETWEEN THE COMPANY AND THE
HOLDERS OF SCHEME SHARES AS SPECIFIED IN THE
SCHEME OF ARRANGEMENT , IN ITS ORIGINAL FORM
OR IMPOSED BY THE HIGH COURT THE SCHEME , AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE
ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR
APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT;
FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME
IN ITS ORIGINAL FORM OR IMPOSED BY THE HIGH COURT,
THE ISSUED SHARE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SCHEME
SHARES; APPROVE THE FORTHWITH AND THE CONTINGENT
REDUCTION OF THE CAPITAL SET OUT IN THIS RESOLUTION
ABOVE TAKING EFFECT: A) THE AUTHORIZED SHARE
CAPITAL OF THE COMPANY SHALL BE INCREASED BY:
I) THE CREATION OF SUCH NUMBER OF ORDINARY SHARES
OF 25 PENCE EACH AS SHALL BE EQUAL TO THE AGGREGATE
NUMBER OF SCHEME SHARES CANCELLED PURSUANT TO
THIS RESOLUTION ABOVE LESS ONE; AND (II) AMEND
THE CREATION OF 1 DIVIDEND ACCESS SHARE OF 25
PENCE HAVING THE RIGHTS ATTACHING TO IT AS SET
OUT IN THE ARTICLES OF ASSOCIATION OF THE COMPANY
IN ACCORDANCE WITH THIS RESOLUTION THE DIVIDEND
ACCESS SHARE ; AND B) THE COMPANY SHALL APPLY
THE RESERVE ARISING AS A RESULT OF THE CANCELLATION
OF THE SCHEME SHARES IN PAYING UP IN FULL AT
PAR: I) THE ORDINARY SHARES OF 25 PENCE EACH
CREATED PURSUANT TO THIS RESOLUTION I) ABOVE
AND SUCH ORDINARY SHARES BE ALLOTTED AND ISSUED,
CREDITED AS FULLY PAID AND FREE FROM ALL LIENS,
CHARGES, ENCUMBRANCES, RIGHTS OF PRE-EMPTION
OR ANY OTHER THIRD PARTY RIGHTS OF ANY NATURE
WHATSOEVER, TO ROYAL DUTCH SHELL AND/OR ITS NOMINEE(S);
AND II) THE DIVIDEND ACCESS SHARE AND SUCH DIVIDEND
ACCESS SHARE SHALL BE ALLOTTED AND ISSUED, CREDITED
AS FULLY PAID AND FREE FROM ALL LIENS, CHARGES,
ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR ANY OTHER
THIRD PARTY RIGHTS OF ANY NATURE WHATSOEVER,
TO HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
IN ITS CAPACITY, AS TRUSTEE OF THE DIVIDEND ACCESS
TRUST; AND AUTHORIZE THE DIRECTORS OF THE COMPANY,
PURSUANT TO AND IN ACCORDANCE WITH SECTION 80
OF THE COMPANIES ACT, TO ALLOT THE ORDINARY SHARES
OF 25 PENCE EACH CREATED PURSUANT TO THIS RESOLUTION
ABOVE AND THE DIVIDEND ACCESS SHARE, PROVIDED
THAT: A) THIS AUTHORITY SHALL BE WITHOUT PREJUDICE
TO ANY SUBSISTING AUTHORITY CONFERRED ON THE
DIRECTORS OF THE COMPANY UNDER THE SAID SECTION
80; B) THE MAXIMUM NUMBER OF SHARES WHICH MAY
BE ALLOTTED HEREUNDER IS THE NUMBER OF SHARES
CREATED PURSUANT TO PARAGRAPH 3.3(A) ABOVE; AND
C) THIS AUTHORITY SHALL EXPIRE AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AFTER THE PASSING
OF THE RESOLUTION; AND AMEND ARTICLES 5 A , 60
A AND 168 AS NEW ARTICLES OF THE COMPANY
SHELL TRANS & TRADING PLC CRT MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE A SCHEME OF ARRANGEMENT PURSUANT TO SECTION Management For *Management Position Unknown
425 OF THE COMPANIES ACT 1985 PROPOSED TO BE
MADE BETWEEN THE SHELL TRANSPORT AND TRADING
COMPANY, PLC THE COMPANY AND THE HOLDERS
OF THE SCHEME SHARES
ECLIPSYS CORPORATION ECLP ANNUAL MEETING DATE: 06/29/2005
ISSUER: 278856 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EUGENE V. FIFE Management For For
BRADEN R. KELLY Management For For
02 TO APPROVE THE 2005 STOCK INCENTIVE PLAN AND Management Against Against
TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 2,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
03 TO APPROVE THE 2005 EMPLOYEE STOCK PURCHASE PLAN Management For For
AND TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 1,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK.
04 TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
FANUC LTD AGM MEETING DATE: 06/29/2005
ISSUER: J13440102 ISIN: JP3802400006
SEDOL: 5477557, 6356934, B022218
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
3.9 ELECT A DIRECTOR Management For *Management Position Unknown
4. AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
3.19 ELECT A DIRECTOR Management For *Management Position Unknown
2. AMEND THE ARTICLES OF INCORPORATION Management Against *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.8 ELECT A DIRECTOR Management For *Management Position Unknown
3.10 ELECT A DIRECTOR Management For *Management Position Unknown
3.12 ELECT A DIRECTOR Management For *Management Position Unknown
3.14 ELECT A DIRECTOR Management For *Management Position Unknown
3.16 ELECT A DIRECTOR Management For *Management Position Unknown
3.18 ELECT A DIRECTOR Management For *Management Position Unknown
3.20 ELECT A DIRECTOR Management For *Management Position Unknown
3.21 ELECT A DIRECTOR Management For *Management Position Unknown
3.22 ELECT A DIRECTOR Management For *Management Position Unknown
3.23 ELECT A DIRECTOR Management For *Management Position Unknown
3.24 ELECT A DIRECTOR Management For *Management Position Unknown
3.25 ELECT A DIRECTOR Management For *Management Position Unknown
3.26 ELECT A DIRECTOR Management For *Management Position Unknown
3.27 ELECT A DIRECTOR Management For *Management Position Unknown
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 31 YEN
3.11 ELECT A DIRECTOR Management For *Management Position Unknown
3.13 ELECT A DIRECTOR Management For *Management Position Unknown
3.15 ELECT A DIRECTOR Management For *Management Position Unknown
3.17 ELECT A DIRECTOR Management For *Management Position Unknown
KAO CORP AGM MEETING DATE: 06/29/2005
ISSUER: J30642169 ISIN: JP3205800000
SEDOL: 5685479, 6483809, B01DFC4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 19
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS STOCK OPTIONS ON FAVORABLE CONDITIONS
KOMERI CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J3590M101 ISIN: JP3305600003
SEDOL: 6496250, B05PDW2
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 JY13.5, FINAL JY 14.5, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown
2.2 ELECT DIRECTOR Management For *Management Position Unknown
2.3 ELECT DIRECTOR Management For *Management Position Unknown
2.4 ELECT DIRECTOR Management For *Management Position Unknown
2.5 ELECT DIRECTOR Management For *Management Position Unknown
2.6 ELECT DIRECTOR Management For *Management Position Unknown
2.7 ELECT DIRECTOR Management For *Management Position Unknown
SHISEIDO CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J74358144 ISIN: JP3351600006
SEDOL: 5478011, 6805265, B01F3C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 13
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
AUDITORS
6. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS TOCK OPTIONS AS EXECUTIVE COMPENSATION-TYPE
STOCK OPTIONS; PLEASE REFER TO THE PAGE 56 OF
THE PROXY STATEMENT FOR THE DETAILS OF THE PROPOSAL
7. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management Against *Management Position Unknown
AS STOCK OPTIONS AS EMPLOYEE INCENTIVE-TYPE AND
REWARD-TYPE STOCK OPTIONS; PLEASE REFER TO THE
PAGE 62 OF THE PROXY STATEMENT FOR THE DETAILS
OF THE PROPOSAL
TAKEDA PHARMACEUTICAL CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J8129E108 ISIN: JP3463000004
SEDOL: 5296752, 6870445, B01DRX9, B03FZP1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 44 YEN
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
TAKEFUJI CORP AGM MEETING DATE: 06/29/2005
ISSUER: J81335101 ISIN: JP3463200000
SEDOL: 0156946, 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: EXPAND BUSINESS LINES - REDUCE Management For *Management Position Unknown
MAXIMUM BOARD SIZE -CLARIFY DIRECTOR AUTHORITIES
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management Against *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
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
Exeter Fund, Inc. Pro-Blend Maximum Term Series
TICKER: EXHAX
PROXY VOTING RECORD
7/1/2004-6/30/2005
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/21/2004
ISSUER: 755081 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN S. LUPO Management For For
THOMAS R. SHEPHERD Management For For
02 TO APPROVE THE 2004 RAYOVAC INCENTIVE PLAN. Management For For
03 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2004.
NATIONAL GRID TRANSCO PLC AGM MEETING DATE: 07/26/2004
ISSUER: G6375K102 ISIN: GB0031223877
SEDOL: 3122387, B02SZP1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT AND THE ACCOUNTS FOR THE YE Management For *Management Position Unknown
31 MAR 2004 AND THE AUDITORS REPORT ON THE ACCOUNTS
2. DECLARE A FINAL DIVIDEND OF 11.87 PENCE PER ORDINARY Management For *Management Position Unknown
SHARE USD 1.0500 PER AMERICAN DEPOSITARY SHARE
FOR THE YE 31 MAR 2004
3. RE-APPOINT MR. MIKE JESARIA AS A DIRECTOR Management For *Management Position Unknown
4. RE-APPOINT MR. MARIA RICHTER AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MR. JAMES ROSS AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. JOHN GRANT AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT MR. EDWARD ASTLE AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
COMPANY AUDITOR AND AUTHORIZE THE DIRECTORS TO
SET THEIR REMUNERATION
9. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 MAR 2004
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY AND PURSUANT TO THE SECTION
80 OF THE COMPANIES ACT 1985 ACT , TO ALLOT
RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 102,929,251;
AUTHORITY EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS IN SUBSTITUTION FOR ANY Management For *Management Position Unknown
EXISTING AUTHORITY, AND PURSUANT TO SECTION 95
OF THE ACT TO ALLOT EQUITY SECURITIES SECTION
94(2) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AND/OR TO SELL THE EQUITY SECURITIES
HELD AS TREASURY SHARES FOR CASH PURSUANT TO
THE SECTION 162D OF THE ACT, IN EACH CASE AS
IF SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 15,439,387; AUTHORITY
EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE ACT OF UP TO 308,787,755
ORDINARY SHARES OF 10 PENCE EACH, AT A MINIMUM
PRICE OF 10 PENCE AND NOT MORE THAN 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CLOSE OF
THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
14. APPROVE THE REDEMPTION OF THE SPECIAL RIGHTS Management For *Management Position Unknown
NON-VOTING REDEEMABLE PREFERENCESHARE OF GBP
1 IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
BE CANCELLED AND THE AMOUNT OF THE COMPANY S
AUTHORIZED CAPITAL BE DIMINISHED ACCORDINGLY
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM MEETING DATE:
07/26/2004
ISSUER: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195, B01ZL33
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE SALE OF ALL.CLAD Management *Management Position Unknown
2. APPROVE THE INCREASE IN THE AUTHORIZED SHARE Management *Management Position Unknown
CAPITAL OF THE COMPANY
3. AMEND THE ARTICLES FOR THE PURPOSE OF AUTHORIZING Management *Management Position Unknown
THE DIRECTORS TO ALLOT RELEVANT SECURITIES UP
TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL
OF THE COMPANY
S.4 AUTHORIZE THE DIRECTOR TO ALLOT EQUITY SECURITIES Management *Management Position Unknown
IN CERTAIN CIRCUMSTANCES
VODAFONE GROUP PLC VOD ANNUAL MEETING DATE: 07/27/2004
ISSUER: 92857W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For
03 TO RE-ELECT PETER BAMFORD AS A DIRECTOR Management For For
04 TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR Management For For
05 TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)
06 TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
07 TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE Management For For
PER ORDINARY SHARE
08 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
09 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, Management For For
ELECTIONS AND REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management For For
16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For
UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES
OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS
AND OFF-MARKET PURCHASES+
MCKESSON CORPORATION MCK ANNUAL MEETING DATE: 07/28/2004
ISSUER: 58155Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN H. HAMMERGREN Management For For
ROBERT W. MATSCHULLAT Management For For
M. CHRISTINE JACOBS Management For For
02 RATIFYING THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS.
AMERICAN SUPERCONDUCTOR CORPORATION AMSC ANNUAL MEETING DATE: 07/29/2004
ISSUER: 030111 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
GREGORY J. YUREK Management For For
ALBERT J. BACIOCCO, JR. Management For For
VIKRAM S. BUDHRAJA Management For For
PETER O. CRISP Management For For
RICHARD DROUIN 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 RESTATED Management For For
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF THE COMPANY S
COMMON STOCK FROM 50,000,000 TO 100,000,000.
03 TO APPROVE THE 2004 STOCK INCENTIVE PLAN, AS Management Against Against
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
04 TO APPROVE AN AMENDMENT TO THE COMPANY S SECOND Management For For
AMENDED AND RESTATED 1997 DIRECTOR STOCK OPTION
PLAN, AS AMENDED, TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
SUCH PLAN FROM 640,000 TO 790,000.
05 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL
YEAR.
P.T. TELEKOMUNIKASI INDONESIA, TBK TLK ANNUAL MEETING DATE: 07/30/2004
ISSUER: 715684 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DISPENSATION FOR THE DELAY OF CONVENING OF THE Management For For
MEETING.
02 APPROVAL OF THE COMPANY S ANNUAL REPORT FOR THE Management For For
FINANCIAL YEAR 2003.
03 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE
(VOLLEDIQ ACQUIT ET THE CHARGE) TO THE MEMBERS
OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS.
04 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For For
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
05 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For For
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
06 APPROVAL OF THE SPLIT OF NOMINAL VALUE FOR THE Management For For
SERIES A AND B SHARES OF THE COMPANY.
07 APPROVAL OF THE AMENDMENT TO THE ARTICLES OF Management For For
ASSOCIATION OF THE COMPANY ESPECIALLY IN RELATION
TO THE SPLIT OF NOMINAL VALUE OF THE COMPANY
S SHARES.
08 DETERMINATION OF THE REMUNERATION FOR MEMBERS Management For For
OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
IN 2004 FINANCIAL YEAR.
P.T. TELEKOMUNIKASI INDONESIA, TBK TLK ANNUAL MEETING DATE: 07/30/2004
ISSUER: 715684 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL TO CONVENE THE MEETING FOR THE FINANCIAL Management For For
YEAR 2003 ON JULY 30, 2004 AND APPROVAL OF THE
COMPANY S ANNUAL REPORT FOR THE FINANCIAL YEAR
2003.
02 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS.
03 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For For
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
04 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For For
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
05 APPROVAL OF THE SPLIT OF NOMINAL VALUE OF THE Management For For
SERIES A AND B SHARES OF THE COMPANY.
06 APPROVAL OF THE AMENDMENT TO THE ARTICLE OF ASSOCIATION Management For For
OF THE COMPANY ESPECIALLY IN RELATION TO THE
SPLIT OF THE NOMINAL VALUE OF THE COMPANY S SHARES.
07 DETERMINATION OF THE REMUNERATION FOR THE MEMBERS Management For For
OF DIRECTORS AND THE BOARD OF COMMISSIONERS IN
2004 FINANCIAL YEAR.
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM MEETING DATE: 07/30/2004
ISSUER: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DISPENSATION FOR THE DELAY OF CONVENING Management *Management Position Unknown
OF THE MEETING
2. APPROVE THE COMPANY S ANNUAL REPORT FOR THE FY Management *Management Position Unknown
2003
3. RATIFY THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS Management *Management Position Unknown
OF THE COMPANY FOR THE FY AND GRANT FULL DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS
4. APPROVE THE PROFIT UTILIZATION INCLUDING DISTRIBUTION Management *Management Position Unknown
OF DIVIDEND FOR THE FY 2003
5. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management *Management Position Unknown
RECORDS FOR THE FY 2004
6. APPROVE THE SPLIT OF NOMINAL VALUE OF THE SERIES Management *Management Position Unknown
A AND B SHARES OF THE COMPANY
7. AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management *Management Position Unknown
IN RELATION TO THE SPLIT OF THE NOMINAL VALUE
OF THE COMPANY SHARES
8. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Management *Management Position Unknown
BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
FOR THE FY 2004
HELEN OF TROY LIMITED HELE ANNUAL MEETING DATE: 08/31/2004
ISSUER: G4388N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY B. ABROMOVITZ Management For For
JOHN B. BUTTERWORTH Management For For
CHRISTOPHER L CARAMEROS Management For For
TIM F. MEEKER Management For For
BYRON H. RUBIN Management For For
GERALD J. RUBIN Management For For
STANLEE N. RUBIN Management For For
JAMES C. SWAIM Management For For
DARREN G. WOODY Management For For
02 TO APPROVE AN AMENDMENT TO THE HELEN OF TROY Management Against Against
LIMITED 1998 STOCK OPTION AND RESTRICTED STOCK
PLAN.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS OF THE COMPANY TO SERVE FOR THE 2005
FISCAL YEAR.
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/01/2004
ISSUER: 832248 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAY A. GOLDBERG Management For For
JOHN T. SCHWIETERS Management For For
MELVIN O. WRIGHT 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 1, 2005.
03 SHAREHOLDER PROPOSAL REGARDING THE REPORTING Shareholder Against For
OF POLITICAL CONTRIBUTIONS.
04 SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shareholder For Against
REPORT.
H.J. HEINZ COMPANY HNZ ANNUAL MEETING DATE: 09/08/2004
ISSUER: 423074 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
JAKKS PACIFIC, INC. JAKK ANNUAL MEETING DATE: 09/10/2004
ISSUER: 47012E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JACK FRIEDMAN Management For For
STEPHEN G. BERMAN Management For For
DAN ALMAGOR Management For For
DAVID C. BLATTE Management For For
ROBERT E. GLICK Management For For
MICHAEL G. MILLER Management For For
MURRAY L. SKALA Management For For
02 APPROVAL OF APPOINTMENT OF THE FIRM OF PKF, CERTIFIED Management For For
PUBLIC ACCOUNTANTS, A PROFESSIONAL CORPORATION,
AS THE COMPANY S AUDITORS.
03 IN THEIR DISCRETION UPON SUCH OTHER MEASURES Management Against Against
AS MAY PROPERLY COME BEFORE THE MEETING, HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID PROXY
MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF AND HEREBY REVOKING ALL PROXIES HERETOFORE
GIVEN BY THE UNDERSIGNED TO VOTE AT SAID MEETING
OR ANY ADJOURNMENT THEREOF.
KEYENCE CORP AGM MEETING DATE: 09/16/2004
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: 5998735, 6490995, B02HPZ8
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 JY0, FINAL JY 5, SPECIAL JY
0
2 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
SCHOLASTIC CORPORATION SCHL ANNUAL MEETING DATE:
09/21/2004
ISSUER: 807066 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. DAVIES Management For For
PETER M. MAYER Management For For
JOHN G. MCDONALD Management For For
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/23/2004
ISSUER: 94769M ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARK J. ADLER, M.D. Management For For
HERMAN SARKOWSKY Management For For
02 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE CERTAIN VOTING RIGHTS
TO THE HOLDERS OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK AND TO INSERT A SENTENCE RECITING
THE TOTAL NUMBER OF SHARES OF ALL CAPITAL STOCK
THAT WEBMD IS AUTHORIZED TO ISSUE.
03 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK FROM 5,000,000 TO 10,000. PROPOSAL
3 IS EXPRESSLY CONDITIONED UPON THE APPROVAL
OF PROPOSALS 2 AND 4 BY STOCKHOLDERS, AND WILL
NOT BE EFFECTIVE UNLESS BOTH PROPOSALS 2 AND
4 ARE ALSO APPROVED.
04 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO CLARIFY THE AUTHORITY OF
WEBMD S BOARD OF DIRECTORS TO DESIGNATE AND AUTHORIZE
THE ISSUANCE OF NEW SERIES OF PREFERRED STOCK
WITH VOTING RIGHTS. PROPOSAL 4 IS EXPRESSLY CONDITIONED
UPON THE APPROVAL OF PROPOSALS 2 AND 3 BY STOCKHOLDERS,
AND WILL NOT BE EFFECTIVE UNLESS BOTH PROPOSALS
2 AND 3 ARE ALSO APPROVED.
DON QUIJOTE CO LTD AGM MEETING DATE: 09/28/2004
ISSUER: J1235L108 ISIN: JP3639650005
SEDOL: 5767753, 6269861
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 JY0, FINAL JY 30, 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
4 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR DIRECTORS
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR STATUTORY AUDITORS
6 APPROVE EXECUTIVE STOCK OPTION PLAN Management For *Management Position Unknown
DIAGEO PLC AGM MEETING DATE: 10/20/2004
ISSUER: G42089113 ISIN: GB0002374006
SEDOL: 0237400, 5399736, 5409345, 5460494
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.11 AMEND ARTICLE 46.1 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
OF THE COMPANY
13. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
14. AUTHORIZE THE BOARD TO AMEND THE DIAGEO EXECUTIVE Management For *Management Position Unknown
SHARE OPTION PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
15. AMEND THE DISCRETIONARY INCENTIVE PLAN IN ACCORDANCE Management For *Management Position Unknown
WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE
MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
16. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 2001 Management For *Management Position Unknown
SHARE INCENTIVE PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
17. AUTHORIZE THE BOARD TO AMEND THE UK SHARESAVE Management For *Management Position Unknown
SCHEME 2000 IN ACCORDANCE WITH THE SCHEDULE OF
AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO
THE PASSING OF RESOLUTION 11
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For *Management Position Unknown
AND THE ACCOUNTS FOR THE YE 30 JUN 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 30 JUN 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
5. RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
6. RE-ELECT MR. P.A. WALKER AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
7. ELECT MR. H.T. STITZER AS A DIRECTOR Management For *Management Position Unknown
8. ELECT MR. J.R. SYMONDS AS A DIRECTOR Management For *Management Position Unknown
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY PARAGRAPH 4.3 OF ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 19 JAN 2006, WHICHEVER IS EARLIER AND FOR
SUCH PERIOD THE MAXIMUM AMOUNT OF EQUITY SECURITIES
WHICH THE DIRECTORS MAY SO ALLOT IN ACCORDANCE
WITH PARAGRAPH 4.4 (C) OF ARTICLE 4 SECTION
95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE
4.4(C) SHALL BE GBP 44,234,986
S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163 OF THE COMPANIES ACT 1985 AS AMENDED
OF UP TO 305,752,223 OF ITS ORDINARY SHARES
OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE
OF 28 101/108 PENCE FOR AN ORDINARY SHARE AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
18. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 1999 Management For *Management Position Unknown
IRISH SHARESAVE SCHEME IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING,
SUBJECT TO THE PASSING OF RESOLUTION 11
19. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL
LIMIT ON ANNUAL AWARDS UNDER THE LONG TERM INCENTIVE
PLAN IS INCREASED TO 250% OF ANNUAL SALARY
TELECOM ITALIA SPA, MILANO SGM MEETING DATE: 10/25/2004
ISSUER: T92778108 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
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS 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 REPORT OF THE COMMON REPRESENTATIVE Management For *Management Position Unknown
RELATED TO THE FUNDS ESTABLISHED FOR THE EXPENSES
NECESSARY TO THE DEFENCE OF THE COMMON INTERESTS
2. APPOINT THE COMMON REPRESENTATIVE AND FIX THE Management For *Management Position Unknown
EMOLUMENT
THE NEWS CORPORATION LIMITED NWSA ANNUAL MEETING DATE: 10/26/2004
ISSUER: 652487 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 SHARE SCHEME MEETING OF PREFERRED SHAREHOLDERS. Management For For
APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE
INFORMATION MEMORANDUM.
02 CAPITAL REDUCTION MEETING. APPROVAL OF THE CAPITAL Management For For
REDUCTION BY CANCELLATION OF ALL SHARES IN THE
COMPANY.
ADS IF YOU MARK THE AGAINST BOX, YOU WILL NOT VOTE Management For For
AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES
AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING
WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY
IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS.
WACHOVIA CORPORATION WB SPECIAL MEETING DATE: 10/28/2004
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Management For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL
MERGE WITH AND INTO WACHOVIA, AS MORE FULLY DESCRIBED
IN THE JOINT PROXY STATEMENT-PROSPECTUS DATED
SEPTEMBER 24, 2004.
CIE GENERALE DE GEOPHYSIQUE SA, MASSY MIX MEETING DATE: 10/29/2004
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.1 APPROVE, THE ISSUE OF BONDS FOR A TOTAL NOMINAL Management For *Management Position Unknown
AMOUNT OF USD 84,980,000.00, WHICH CORRESPONDS
TO 14,000 BONDS OF A PAR VALUE OF USD 6,070.00
EACH, CONVERTIBLE INTO COMPANY S NEW SHARES AND
REDEEMABLE INTO COMPANY S NEW AND-OR EXISTING
SHARES AND-OR BY CASH, OF WHICH INTERESTS ARE
PAYABLE IN NEW AND-OR EXISTING SHARES AND-OR
BY CASH TO BE SUBSCRIBED BY CASH; THE ISSUE OF
BONDS MAY LEAD TO THE ISSUE TO THE PROFIT OF
THE BONDHOLDERS OF A MAXIMUM OF: (-) 1,400,000
SHARES OF A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING
TO A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,800,000.00, (-) 2,000,000 SHARES OF
A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000.00, (-) 1,200,000 SHARES OF
A PAR VALUE OR EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,400,000.00, AND A GLOBAL ISSUE OF A
MAXIMUM OF 4,599,900 SHARES OF A PAR VALUE OF
EUR 2.00 EACH CORRESPONDING TO A CAPITAL INCREASE
OF A MAXIMUM NOMINAL AMOUNT OF EUR 9,199,800.00
O.2 AUTHORIZE, THE BOARD OF DIRECTORS WITH THE POSSIBILITY Management For *Management Position Unknown
OF DELEGATION TO THE CHAIRMAN AND MANAGING DIRECTOR,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.3 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 13 MAY 2004,
TO INCREASE THE SHARE CAPITAL ON ITS DECISION
UP TO A NOMINAL AMOUNT OF EUR 1,000,000.00 BY
WAY OF ISSUING SHARES OR OTHER SECURITIES GIVING
ACCESS TO THE COMPANY S CAPITAL GRANTED TO THE
MEMBERS OF AN ENTERPRISE SAVINGS PLAN; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, AND NOTABLY TO CHARGE
ALL FEES 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
O.4 APPROVE TO ADD A NEW ARTICLE OF ASSOCIATION NUMBER Management For *Management Position Unknown
13 ALLOWING THE BOARD OF DIRECTORS TO APPOINT
CONTROL AGENT CONTROL AGENT
O.5 ACKNOWLEDGE THE APPROVAL OF RESOLUTIONS E.1 AND Management For *Management Position Unknown
O.2 AND APPOINT MR. ANDREW SHEINER AS A DIRECTOR
FOR A PERIOD OF 6 YEARS
O.6 AUTHORIZE THE BEARER OF A COPY OF AN EXTRACT Management For *Management Position Unknown
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
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2004
ISSUER: 518439 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
AERIN LAUDER Management Withheld Against
WILLIAM P. LAUDER Management For For
RICHARD D. PARSONS Management For For
LYNN F. DE ROTHSCHILD Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR THE 2005 FISCAL YEAR.
HARRIS INTERACTIVE INC. HPOL ANNUAL MEETING DATE: 11/09/2004
ISSUER: 414549 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. KNAPP Management For For
HOWARD L. SHECTER Management For For
SUBRATA K. SEN Management For For
ANTOINE G. TREUILLE Management For For
02 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 LONG TERM INCENTIVE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 4,000,000.
03 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 EMPLOYEE STOCK PURCHASE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 500,000.
THE BISYS GROUP, INC. BSG ANNUAL MEETING DATE: 11/11/2004
ISSUER: 055472 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DENIS A. BOVIN Management Withheld Against
ROBERT J. CASALE Management For For
THOMAS A. COOPER Management For For
RUSSELL P. FRADIN Management For For
RICHARD J. HAVILAND Management For For
PAULA G. MCINERNEY Management For For
JOSEPH J. MELONE Management For For
02 THE PROPOSAL TO APPROVE THE COMPANY S 2005 EMPLOYEE Management For For
STOCK PURCHASE PLAN.
03 THE PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS
LLP AS AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 2005.
LANCASTER COLONY CORPORATION LANC ANNUAL MEETING DATE:
11/15/2004
ISSUER: 513847 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. BOYLAN Management For For
HENRY M. O'NEILL, JR. Management For For
ZUHEIR SOFIA Management For For
VNU NV, HAARLEM EGM MEETING DATE: 11/16/2004
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 09 NOV 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE DECISION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
CONCERNING THE SALE OF THE WORLD DIRECTORIES
GROUP
3. APPROVE TO ALTER THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. APPROVE TO ALTER THE BONUS PLAN FOR 2005 AND Management For *Management Position Unknown
FOLLOWING YEARS
5. APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
6. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other For *Management Position Unknown
7. CLOSURE Non-Voting *Management Position Unknown
BAYER AG, LEVERKUSEN EGM MEETING DATE: 11/17/2004
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192,
5069211, 5069459, 5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE AGREEMENT WITH LANXESS AG, THE COMPANY Management For *Management Position Unknown
SHALL TRANSFER ITS ENTIRE INTERESTS IN LANXESS
DEUTSCHLAND GMBH AND THE LANXESS AG, AS WELL
AS THE ENTIRE ASSETS OF LANXESS CORPORATE CENTER
TO ITS WHOLLY-OWNED SUBSIDIARY LANXESS AG PURSUANT
TO SECTION 123(2)1 OF THE GERMAN LAW REGULATING
TRANSFORMATION OF COMPANIES, WITH RETROSPECTIVE
EFFECT FROM 01 JUL 2004 AS COMPENSATION FOR THE
TRANSFER OF ASSETS, THE SHAREHOLDERS OF THE COMPANY
SHALL BE GRANTED, FREE OF CHARGE, 1 BEARER NO-PAR
SHARE OF LANXESS AG IN EXCHANGE FOR 10 BEARER
NO-PAR SHARE OF THE COMPANY; THE LANXESS AG SHARES
SHALL CONVEY DIVIDEND ENTITLEMENT FROM 01 JAN
2004, LANXESS AG SHALL INCREASE ITS SHARE CAPITAL
FROM EUR 50,000 TO EUR 73,034,192 THROUGH THE
ISSUE OF 72,984,192 NEW SHARES
KARSTADT QUELLE AG, ESSEN EGM MEETING DATE: 11/22/2004
ISSUER: D38435109 ISIN: DE0006275001
SEDOL: 4484105, 5786565
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE BE ADVISED THAT KARSTADT QUELLE AG, ESSEN 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
1. APPROVE THE REPORT ON THE REFINANCING CONCEPT Management For *Management Position Unknown
2. APPROVE THE CAPITAL INCREASE AGAINST CONTRIBUTIONS Management For *Management Position Unknown
IN CASH, THE COMPANY S SHARE CAPITAL OF EUR 301,459,904
SHALL BE INCREASED TO UP TO EUR 539,645,824 THROUGH
THE ISSUE OF UP TO 93,041,375 BEARER NO- PAR
SHARES WITH DIVIDEND ENTITLEMENT FROM 01 JAN
2004, AGAINST CONTRIBUTIONS IN CASH, THE NEW
SHARES SHALL BE ISSUED TO THE SHAREHOLDERS AT
A RATIO OF SEVEN NEW SHARES FOR EIGHT OLD SHARES,
AND A PRICE OF AT LEAST EUR 4 PER SHARE
THE HAIN CELESTIAL GROUP, INC. HAIN ANNUAL MEETING DATE: 12/02/2004
ISSUER: 405217 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
IRWIN D. SIMON Management For For
BARRY J. ALPERIN Management For For
BETH L. BRONNER Management For For
JACK FUTTERMAN Management For For
DANIEL R. GLICKMAN Management For For
MARINA HAHN Management For For
ANDREW R. HEYER Management For For
ROGER MELTZER Management For For
MITCHELL A. RING Management For For
LEWIS D. SCHILIRO Management For For
D. EDWARD I. SMYTH Management For For
LARRY S. ZILAVY Management For For
02 TO APPROVE THE AMENDMENT TO THE 2002 LONG TERM Management Against Against
INCENTIVE AND STOCK AWARD PLAN TO INCREASE THE
NUMBER OF SHARES ISSUABLE OVER THE TERM OF THE
PLAN BY 1,800,000 SHARES TO 4,900,000 SHARES
IN THE AGGREGATE.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, Management For For
TO ACT AS REGISTERED INDEPENDENT ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
DOCUCORP INTERNATIONAL, INC. DOCC ANNUAL MEETING DATE: 12/07/2004
ISSUER: 255911 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MILLEDGE A. HART, III Management For For
MICHAEL D. ANDERECK Management For For
ANSHOO S. GUPTA Management For For
JOHN D. LOEWENBERG Management For For
GEORGE F. RAYMOND Management For For
ARTHUR R. SPECTOR Management For For
02 PROPOSAL TO RATIFY THE AMENDMENT OF THE COMPANY Management Against Against
S 1997 EQUITY COMPENSATION PLAN TO INCREASE THE
NUMBER OF SHARES OF THE COMPANY S COMMON STOCK
UNDER THE PLAN FROM 3,800,000 TO 4,500,000 SHARES,
OF WHICH A MAXIMUM OF 1,000,000 SHARES MAY BE
USED FOR GRANTS OF RESTRICTED STOCK, SARS AND
PERFORMANCE UNITS.
03 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY.
ENZON PHARMACEUTICALS, INC. ENZN ANNUAL MEETING DATE: 12/07/2004
ISSUER: 293904 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROLF A. CLASSON Management For For
ROBERT LEBUHN Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP TO Management For For
AUDIT THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
2005.
ASSOCIATED BRITISH FOODS PLC AGM MEETING DATE: 12/10/2004
ISSUER: G05600138 ISIN: GB0006731235
SEDOL: 0673123, 5685178
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 THEREON FOR THE PERIOD ENDED
18 SEP 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YE 18 SEP 2004
3. APPROVE TO PAY A DIVIDEND OF 11.15P PER ORDINARY Management For *Management Position Unknown
SHARE ON 14 JAN 2005 TO HOLDERS OF ORDINARY SHARES
ON THE REGISTER OF SHAREHOLDERS OF THE COMPANY
AT THE CLOSE OF BUSINESS ON 03 DEC 2004
4. RE-ELECT MR. WILLARD GORDON GALEN WESTON AS A Management For *Management Position Unknown
DIRECTOR
5. RE-ELECT MR. MICHAEL RICHARD ALEXANDER AS A DIRECTOR Management For *Management Position Unknown
6. ELECT MR. TIMOTHY CLARKE AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For *Management Position Unknown
THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) OF THE COMPANIES ACT
1985 UP TO A MAXIMUM OF 263 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES AT
THE END OF 04 DEC 2009 ; AND THE DIRECTORS MAY
MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) OF THE COMPANIES ACT
1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 8, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFER
OF SECURITIES IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE OF 39 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 31 DEC 2005 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.10 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
TE ELECTRONIC COMMUNICATIONS
BETWEEN THE COMPANY AND ITS SHAREHOLDERS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM SPECIAL MEETING DATE: 12/21/2004
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE REVISIONS OF THE COMPANY S ARTICLES Management For For
OF INCORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 12/23/2004
ISSUER: N14952225 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 PROFILE OF THE SUPERVISORY BOARD Management For *Management Position Unknown
3. APPROVE THE RECOMMENDATION FOR THE NOMINATION Management For *Management Position Unknown
OF A MEMBER OF THE SUPERVISORY BOARD AND ELECT
THE MEMBER OF THE SUPERVISORY BOARD
4. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
5. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management For *Management Position Unknown
POLICY OF THE BOARD OF MANAGEMENT
6. CLOSURE Non-Voting *Management Position Unknown
SANOFI-AVENTIS EGM MEETING DATE: 12/23/2004
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
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
23 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004,
UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL
CONTRIBUTE THE TOTAL OF ITS ASSETS (EUR 41,208,544,876.00),
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES (EUR 14,099,319,197.00) AND APPROVE
THE TERMS AND CONDITIONS OF THIS AGREEMENT; NET
WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE
THE PAYMENT FOR THE CONTRIBUTIONS ACCORDING TO
A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS SHARES
AGAINST 23 AVENTIS SHARES AND THE OPERATION SHALL
BE FINAL ON 31 DEC 2004; CONSEQUENTLY, THE GENERAL
MEETING DECIDES TO INCREASE THE SHARE CAPITAL
BY EUR 38,245,770.00 TO INCREASE IT FROM EUR
2,784,562,864.00 TO EUR 2,822,808,634.00, BY
THE CREATION OF 19,122,885 NEW FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.00 EACH, TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY, WITH A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS
SHARES AGAINST 23 AVENTIS SHARES, BEARING AN
ACCRUING DIVIDEND AS DECIDED AFTER THEIR ISSUE;
THE MERGER SURPLUS OF EUR 508,561,335.00 SHALL
BE REGISTERED IN A MERGER SURPLUS ACCOUNT; THE
AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS FOR
THE SANOFI-AVENTIS SHARES IT HOLDS, WHICH REPRESENTS
EUR 27,894,216.00 SHALL BE CHARGED TO THE MERGER
SURPLUS ACCOUNT, THUS AMOUNTING TO EUR 536,455,551.00;
CAPITAL LOSS ON TRANSFERRED SHARES: EUR 25,277,722,121.00
2. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management For *Management Position Unknown
THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE
NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO
WITHDRAW FROM THE MERGER PREMIUM ALL NECESSARY
AMOUNTS IN ORDER TO: FUND THE LEGAL RESERVE:
10% OF THE CAPITAL EXISTING AFTER THE AMALGAMATION-MERGER,
FUND THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS: EUR 319,518,918.00; FUN OTHER RESERVES
AND PROVISIONS TO CHARGE ALL FEES, EXPENSES AND
RIGHT RESULTING FROM THE AMALGAMATION-MERGER;
THE GENERAL MEETING ALSO DECIDES TO CHARGE THE
CAPITAL LOSS ON TRANSFERRED SHARES TO THE SHARE
PREMIUM, THUS AMOUNTING TO EUR 9,863,155,240.00
3. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE AVENTIS EQUITY WARRANTS SHALL
GIVE RIGHT TO SANOFI-AVENTIS SHARES AND THEIR
NUMBER SHALL CORRESPOND TO THE NUMBER OF AVENTIS
SHARES THESE EQUITY WARRANTS SHALL GIVE RIGHT
AFTER THE IMPLEMENTATION OF THE RATIO OF EXCHANGE
OF 27 AGAINST 23; THE GENERAL MEETING DECIDES
TO RELINQUISH, TO THE BENEFIT OF THE EQUITY WARRANT
HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM NUMBER
OF 301,986; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
ALL THE OBLIGATIONS RESULTING FROM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRANTING THE RIGHT TO THE SUBSCRIBE AVENTIS
SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL,
SANOFI-AVENTIS SHARES SHALL BE ALLOTTED TO THE
BENEFICIARIES OF OPTIONS GRANTING THE RIGHT TO
SUBSCRIBE AVENTIS SHARES; THE GENERAL MEETING
DECIDES TO RELINQUISH, TO THE BENEFIT OF THE
OPTION HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE DEFINITELY Management For *Management Position Unknown
REALIZED ON 31 DEC 2004, AND THAT CONSEQUENTLY,
AVENTIS SHALL BE DISSOLVED WITHOUT LIQUIDATION
ON 31 DEC 2004
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
ARTICLE 6 (SHARE CAPITAL): THE SHARE CAPITAL
IS SET AT EUR 2,822,808,634.00 AND IS DIVIDED
INTO 1,411,404,317 FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH
7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, BY WAY OF ISSUING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES
GIVING ACCESS TO SANOFI-AVENTIS CAPITAL TO THE
BENEFIT OF THE COMPANY S EMPLOYEES, IN ACCORDANCE
WITH THE LEGAL PROVISIONS OF ARTICLE: L.225-138
C AND L 443-5 C; AUTHORITY IS GIVEN FOR A PERIOD
EXPIRING ON 23 AUG 2006 ; AUTHORIZE THE BOARD
OF DIRECTORS TO MAKE USE OF RESOLUTIONS 8 AND
10 OF THE COMBINED GENERAL MEETING OF 23 JUN
2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS EMPLOYEES
FREE SHARES OR OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION
CANCELS ALL PREVIOUS DELEGATIONS IN ORDER TO
INCREASE SANOFI-AVENTIS CAPITAL BY WAY OF ISSUING
SHARES GRANTED TO EMPLOYEES, WITHOUT THE PRE-EMPTIVE
RIGHT OF SUBSCRIPTIONS AND IT CANCELS AND REPLACES,
FOR ITS PART UNUSED, THE DELEGATION GIVEN IN
RESOLUTION 11 AT THE GENERAL MEETING OF 23 JUN
2004
8. 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
* PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 23
DEC 2004. PLEASE ALSO NOTE THAT THE NEW CUTOFF
DATE IS 09 DEC 2004. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/20/2005
ISSUER: G02602 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRUCE K. ANDERSON Management For For
ADRIAN GARDNER Management For For
DOV BAHARAV Management For For
JULIAN A. BRODSKY Management For For
CHARLES E. FOSTER Management For For
ELI GELMAN Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management For For
SIMON OLSWANG Management For For
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2004.
03 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
AMERICAN HEALTHWAYS, INC. AMHC ANNUAL MEETING DATE: 01/20/2005
ISSUER: 02649V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. THOMAS G. CIGARRAN Management For For
DR. C. WARREN NEEL Management For For
MR. JOHN W. BALLANTINE Management For For
02 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
UNDER THE PLAN.
03 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
PROVIDE FOR PERFORMANCE AWARDS UNDER THE PLAN.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 01/20/2005
ISSUER: N14952225 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
2.1 APPOINT MR. H. BENJAMINS AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD AND APPROVE TO ESTABLISH THE NUMBER OF
MEMBERS OF THE SUPERVISORY BOARD
2.2 APPOINT MR. R.M.F. VAN LOON AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AND APPROVE TO ESTABLISH THE
NUMBER OF MEMBERS OF THE SUPERVISORY BOARD
3. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
ATI TECHNOLOGIES INC. ATYT SPECIAL MEETING DATE: 01/25/2005
ISSUER: 001941 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE ELECTION OF EACH OF THE FOLLOWING NOMINEES: Management For For
JOHN E. CALDWELL, RONALD CHWANG, JAMES D. FLECK,
K.Y. HO, ALAN D. HORN, PAUL RUSSO AND ROBERT
A. YOUNG AS DIRECTORS OF THE COMPANY.
02 THE APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE Management For For
COMING YEAR AND AUTHORIZING THE DIRECTORS TO
FIX THEIR REMUNERATION.
03 THE APPROVAL OF THE SPECIAL RESOLUTION IN RESPECT Management For For
OF THE CONTINUANCE OF THE COMPANY (THE CONTINUANCE
) AS A CORPORATION UNDER THE CANADA BUSINESS
CORPORATIONS ACT.
04 THE CONFIRMATION OF A NEW GENERAL BY-LAW OF THE Management For For
COMPANY IN SUCH FORM AS ATTACHED AS SCHEDULE
D TO THE MANAGEMENT INFORMATION CIRCULAR, SUCH
BY-LAW TO BE ADOPTED ONLY UPON THE APPROVAL OF
THE CONTINUANCE BY SHAREHOLDERS AND THE CONTINUANCE
BECOMING EFFECTIVE.
05 AMENDMENT TO THE SHARE OPTION PLAN TO REPLENISH Management For For
THE NUMBER OF COMMON SHARES AVAILABLE FOR ISSUANCE
BY 11,972,871 SHARES.
06 THE APPROVAL OF AN AMENDMENT TO THE OPTION PLAN Management For For
TO PROVIDE THE BOARD WITH THE DISCRETION TO AWARD
TANDEM STOCK APPRECIATION RIGHTS IN CONNECTION
WITH THE GRANT OF OPTIONS UNDER THE OPTION PLAN,
AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR.
SIEMENS AG, MUENCHEN OGM MEETING DATE: 01/27/2005
ISSUER: D69671218 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. TO RECEIVE AND APPROVE THE REPORT OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
2. TO RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE CONSOLIDATED FINANCIAL STATEMENTS, AS
ADOPTED BY THE SUPERVISORY BOARD, TOGETHER WITH
THE MANAGEMENT S DISCUSSION AND ANALYSIS OF SIEMENS
AG AND THE CONSOLIDATED GROUP FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2004; THE MATERIALS
REFERRED TO IN AGENDA ITEMS 1 AND 2 ARE AVAILABLE
FOR INSPECTION ON THE INTERNET AT HTTP://WWW.SIEMENS.COM/AGM
AND AT THE REGISTERED OFFICES OF SIEMENS AG,
WITTELSBACHERPLATZ 2, 80333 MUNICH, AND NONNENDAMMALLEE
101, 13629 BERLIN; UPON REQUEST, A COPY WILL
BE SENT TO SHAREHOLDERS
3. TO CONSIDER AND VOTE UPON APPROPRIATION OF THE Management For *Management Position Unknown
NET INCOME OF SIEMENS AG TO A DIVIDEND PAYMENT;
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT THE FOLLOWING RESOLUTION BE APPROVED
AND ADOPTED: THE UNAPPROPRIATED NET INCOME OF
SIEMENS AG FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2004 AMOUNTS TO EUR 1,113,844,638.75; THIS
NET INCOME SHALL BE USED TO PAY OUT A DIVIDEND
OF EUR 1.25 ON EACH NO-PAR VALUE SHARE ENTITLED
TO THE DIVIDEND; THE AMOUNT ATTRIBUTABLE TO SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) HELD
IN TREASURY BY THE COMPANY AT THE DATE OF THE
ANNUAL SHAREHOLDERS MEETING SHALL BE CARRIED
FORWARD
4. TO RATIFY THE ACTS OF THE MANAGING BOARD; THE Management For *Management Position Unknown
SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE
THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS
OF THE MEMBERS OF THE MANAGING BOARD IN FISCAL
YEAR 2004
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
5. TO RATIFY THE ACTS OF THE SUPERVISORY BOARD; Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE ACTS OF THE MEMBERS OF THE SUPERVISORY
BOARD IN FISCAL YEAR 2004
6. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management For *Management Position Unknown
OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS;
THE SUPERVISORY BOARD PROPOSES THAT THE APPOINTMENT
OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, BERLIN AND FRANKFURT
ON MAIN, TO SERVE AS THE COMPANY S INDEPENDENT
AUDITORS OF THE ANNUAL AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2005 BE RATIFIED
7. TO CONSIDER AND VOTE UPON AN ELECTION TO THE Management For *Management Position Unknown
SUPERVISORY BOARD; DR. BAUMANN WHO WILL REACH
THE RETIREMENT AGE ESTABLISHED BY THE BYLAWS
OF THE SUPERVISORY BOARD IN 2005 WILL RESIGN
AS A MEMBER OF THE SUPERVISORY BOARD WITH EFFECT
FROM THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING.
DR. V. PIERER, WHOSE OFFICE AS PRESIDENT OF THE
MANAGING BOARD WILL ALSO END WITH EFFECT FROM
THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING,
WILL STAND AS NOMINEE FOR ELECTION AS SHARE HOLDER
REPRESENTATIVE TO FILL THE VACANCY CREATED BY
DR. BAUMANN; THEREFORE, THE SUPERVISORY BOARD
PROPOSES THAT DR. JUR., DR.-LNG. E.H. HEINRICH
V. PIERER, DIPL-VOLKSWIRT, ERLANGEN, PRESIDENT
OF THE MANAGING BOARD AND CEO OF SIEMENS AG UNTIL
THE CLOSE OF THE ANNUAL SHAREHOLDERS BE ELECTED
TO THE SUPERVISORY BOARD AS A REPRESENTATIVE
OF THE SHAREHOLDERS WITH EFFECT FROM THE CLOSE
OF THE ANNUAL SHAREHOLDERS MEETING FOR THE REMAINING
TERM OF THE VACANCY LEFT BY DR. BAUMANN; THE
SUPERVISORY BOARD FURTHER PROPOSES TO ELECT PROFESSOR
DR. MICHAEL MIROW, MUNICH, DIPL.-WIRTSCHAFTSINGENIEUR,
AS SUBSTITUTE MEMBER FOR DR. V. PIERER SUBJECT
TO THE PROVISO THAT HE SHALL BECOME A MEMBER
OF THE SUPERVISORY BOARD IF DR. V. PIERER RESIGNS
FROM THE SUPERVISORY BOARD BEFORE THE COMPLETION
OF HIS TERM OF OFFICE, AND THAT HE SHALL BE REINSTATED
AS SUBSTITUTE MEMBER AS SOON AS THE SHAREHOLDERS
MEETING HAS ELECTED A SUCCESSOR FOR DR. V. PIERER
IN THE EVENT OF HIS EARLY RESIGNATION; THE COMPOSITION
OF THE SUPERVISORY BOARD IS GOVERNED BY 96(1)
AND 101 (1) OF THE GERMAN STOCK CORPORATION
ACT (AKTG) AND 7 (1), 1ST SENTENCE, NO. 3 OF
THE GERMAN CODETERMINATION ACT (MITBESTG). THE
SHAREHOLDERS MEETING SHALL NOT BE BOUND TO CANDIDATE
PROPOSALS
8. TO CONSIDER AND VOTE UPON A RESOLUTION AUTHORIZING Management For *Management Position Unknown
THE ACQUISITION AND USE OF SIEMENS SHARES AND
THE EXCLUSIONS OF SHAREHOLDERS PREEMPTIVE AND
TENDER RIGHTS; DUE TO THE EXPIRATION OF THE AUTHORIZATION
ADOPTED AT THE LAST ANNUAL SHAREHOLDERS MEETING,
THE MANAGING BOARD SHALL AGAIN BE AUTHORIZED
TO ACQUIRE SIEMENS SHARES AS A PURCHASE IN THE
STOCK MARKET AND THROUGH A PUBLIC SHARE PURCHASE
OFFER; THE SUPERVISORY BOARD AND THE MANAGING
BOARD PROPOSE THAT APPROVAL BE AND IS HEREBY
GIVEN TO THE FOLLOWING RESOLUTION: (A) THE COMPANY
SHALL BE AUTHORIZED TO ACQUIRE UP TO 10% OF ITS
CAPITAL STOCK EXISTING AT THE DATE OF THE RESOLUTION.
THE AGGREGATE OF SHARES OF STOCK OF SIEMENS AG
( SIEMENS SHARES ) ACQUIRED UNDER THIS AUTHORIZATION
AND ANY OTHER SIEMENS SHARES PREVIOUSLY ACQUIRED
AND STILL HELD IN TREASURY BY THE COMPANY OR
TO BE ATTRIBUTED TO THE COMPANY PURSUANT TO 71E
OF THE GERMAN STOCK CORPORATION ACT (AKTG) SHALL
AT NO TIME EXCEED 10% OF THE THEN EXISTING CAPITAL
STOCK; THIS AUTHORIZATION MAY BE IMPLEMENTED
WHOLLY OR IN PART, ONCE OR SEVERAL TIMES, BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR BY
THIRD PARTIES ON BEHALF OF SIEMENS AG OR ITS
SUBSIDIARIES; THIS AUTHORIZATION SHALL BECOME
EFFECTIVE AS OF MARCH 1, 2005 AND SHALL REMAIN
IN FULL FORCE AND EFFECT THROUGH JULY 26, 2006.
THE AUTHORIZATION TO ACQUIRE SIEMENS SHARES AS
APPROVED AT THE ANNUAL SHAREHOLDERS MEETING
ON JANUARY 22, 2004 WILL TERMINATE ON THE EFFECTIVE
DATE OF THIS NEW AUTHORIZATION; (B) ANY ACQUISITION
OF SIEMENS SHARES SHALL BE EFFECTED AT THE DISCRETION
OF THE MANAGING BOARD EITHER (1) AS A PURCHASE
IN THE STOCK MARKET OR (2) THROUGH A PUBLIC SHARE
PURCHASE OFFER; (1) IF THE SIEMENS SHARES ARE
ACQUIRED IN THE STOCK MARKET, THE PURCHASE PRICE
PAID PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE FINAL MANAGING BOARD DECISION ABOUT THE FORMAL
OFFER IS MADE. IN THE EVENT OF AN ADJUSTMENT
OF THE OFFER, THE RELEVANT DATE SHALL BE REPLACED
BY THE DATE ON WHICH THE FINAL MANAGING BOARD
DECISION IS MADE ABOUT THE ADJUSTMENT; IF THE
NUMBER OF SIEMENS SHARES TENDERED BY SHAREHOLDERS
EXCEEDS THE TOTAL VOLUME OF SHARES WHICH THE
COMPANY INTENDED TO REACQUIRE, THE SHAREHOLDERS
RIGHT TO TENDER MAY BE EXCLUDED TO THE EXTENT
THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE
SIEMENS SHARES TENDERED. FURTHERMORE, THE TENDER
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PREFERENTIAL TREATMENT;
(II) IF THE COMPANY PUBLICLY SOLICITS SUBMISSION
OF OFFERS TO SELL SIEMENS SHARES, THE COMPANY
MAY STATE IN ITS SOLICITATION A PURCHASE PRICE
RANGE WITHIN WHICH OFFERS MAY BE SUBMITTED. THE
SOLICITATION MAY PRO VIDE FOR A SUBMISSION PERIOD,
TERMS AND CONDITIONS, AND THE POSSIBILITY OF
ADJUSTING THE PURCHASE PRICE RANGE DURING THE
SUBMISSION PERIOD IF AFTER PUBLICATION OF THE
SOLICITATION THERE ARE SIGNIFICANT MARKET PRICE
FLUCTUATIONS DURING THE SUBMISSION PERIOD; UPON
ACCEPTANCE, THE FINAL PURCHASE PRICE SHALL BE
DETERMINED FROM ALL AVAILABLE SALES OFFERS. THE
PURCHASE PRICE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE OFFERS ARE ACCEPTED BY SIEMENS AG; IF THE
NUMBER OF SIEMENS SHARES OFFERED FOR SALE EXCEEDS
THE TOTAL VOLUME OF SHARES WHICH THE COMPANY
INTENDED TO REACQUIRE, THE SHARE HOLDERS RIGHT
TO TENDER MAY BE EXCLUDED TO THE EXTENT THAT
ACCEPTANCE SHALL BE IN PROPORTION TO THE SIEMENS
SHARES TENDERED. FURTHERMORE, THE ACCEPTANCE
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PRIORITY CONSIDERATION;
(C) THE MANAGING BOARD SHALL BE AUTHORIZED TO
ALSO USE SIEMENS SHARES REACQUIRED ON THE BASIS
OF THIS OR ANY PREVIOUSLY GIVEN AUTHORIZATION
AS FOLLOWS: (1) SUCH STOCK MAY BE RETIRED WITH
THE APPROVAL OF THE SUPERVISORY BOARD WITHOUT
REQUIRING AN ADDITIONAL RESOLUTION BY THE SHAREHOLDERS
MEETING FOR SUCH RETIREMENT OR ITS IMPLEMENTATION;
(2) SUCH STOCK MAY BE USED TO SATISFY THE COMPANY
S OBLIGATIONS UNDER THE 1999 AND 2001 SIEMENS
STOCK OPTION PLANS, BOTH AS AMENDED, IN ACCORDANCE
WITH THE RESOLUTIONS PASSED AT THE ANNUAL SHAREHOLDERS
MEETINGS ON FEBRUARY 18, 1999 AND FEBRUARY 22,
2001. THE APPROVED KEY POINTS OF THESE STOCK
OPTION PLANS CAN BE EXAMINED AS AN INTEGRAL PART
OF THE NOTARIZED MINUTES OF THE ABOVE MEETINGS
AT THE COMMERCIAL REGISTRIES IN BERLIN AND MUNICH.
THEY CAN ALSO BE INSPECTED AT THE REGISTERED
OFFICES OF SIEMENS AG, WITTELSBACHERPLATZ 2,
80333 MUNICH, AND NONNENDAMMALLEE 101, 13629
BERLIN, AND ON THE INTERNET AT HTTP://WWW.SIEMENS.COM/AGM.
UPON REQUEST, A COPY WILL BE SENT TO SHAREHOLDERS
CONTINUING IN BELOW
10. TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE Management For *Management Position Unknown
AMEND THE ARTICLES OF ASSOCIATION TO ADJUST TO
NEW LEGISLATION; THE HITHERTO REQUIRED PUBLICATION
OF COMPANY NOTICES IN THE PRINTED VERSION OF
THE GERMAN FEDERAL GAZETTE IS NO LONGER MANDATORY
IN EVERY CASE. THEREFORE SECTION 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO ACCOUNT FOR
THE FACT THAT NOTICES, IF PERMISSIBLE, SHALL
NO LONGER BE PUBLISHED IN THE PRINTED VERSION
BUT EXCLUSIVELY IN THE ELECTRONIC VERSION OF
THE GERMAN FEDERAL GAZETTE, TO REFLECT THE INTERESTS
OF BOTH SHAREHOLDERS AND THE COMPANY IN A COST-EFFICIENT
AND TRANSPARENT INFORMATION POLICY; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO READ AS FOLLOWS:
NOTICES OF THE COMPANY REQUIRED BY LAW OR THESE
ARTICLES OF ASSOCIATION SHALL BE PUBLISHED IN
THE ELECTRONIC GERMAN FEDERAL GAZETTE (BUNDESANZEIGER).
IF ANOTHER FORM OF NOTICE SHOULD BE MANDATORILY
REQUIRED, SUCH FORM SHALL REPLACE THE NOTICE
IN THE ELECTRONIC GERMAN FEDERAL GAZETTE
9. TO CONSIDER AND VOTE UPON ADJUSTMENTS TO SUPERVISORY Management For *Management Position Unknown
BOARD REMUNERATION AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION; RECENT JURISPRUDENCE
OF THE GERMAN FEDERAL COURT OF JUSTICE HAS RAISED
THE QUESTION OF WHETHER STOCK-BASED COMPENSATION
COMPONENTS OF SUPERVISORY BOARD REMUNERATION
ARE LEGALLY PERMISSIBLE. TO MAKE THE STRUCTURE
OF SUPERVISORY BOARD REMUNERATION AS TRANSPARENT
AS POSSIBLE AND, AT THE SAME TIME, ACCOUNT FOR
THIS UNCLEAR LEGAL SITUATION, THE REMUNERATION
OF SUPERVISORY BOARD MEMBERS, EFFECTIVE FROM
THE START OF THE CURRENT FISCAL YEAR THAT BEGAN
ON OCTOBER 1, 2004, SHALL CONSIST, APART FROM
A FIXED COMPENSATION COMPONENT, ONLY OF VARIABLE
COMPONENTS BASED ON EARNINGS PER SHARE BOTH OVER
THE SHORT AND LONG TERM. CONCURRENTLY, THE CHANGED
LIABILITY ENVIRONMENT CONFRONTING SUPERVISORY
BOARD MEMBERS SHALL BE ACCOUNTED FOR BY AN EXPRESS
PROVISION CONCERNING INSURANCE AGAINST SUCH RISKS
TO THE EXTENT PERMISSIBLE BY LAW; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: (A) SECTION 17 OF
THE ARTICLES OF ASSOCIATION SHALL BE REVISED
TO READ AS FOLLOWS: 1. THE MEMBERS OF THE SUPERVISORY
BOARD SHALL RECEIVE (A) A FIXED COMPENSATION
OF EUR 50,000 P.A.; (B) AN ANNUAL COMPENSATION
BASED ON THE SHORT-TERM SUCCESS OF THE COMPANY
IN THE AMOUNT OF EUR 150 PER EUR 0.01 OF EARNINGS
PER SHARE AS DISCLOSED IN THE CONSOLIDATED FINANCIAL
STATEMENTS EXCEEDING A MINI MUM AMOUNT OF EUR
1.00. THE MINIMUM AMOUNT SHALL BE INCREASED ANNUALLY
BY 10%, BEGINNING WITH THE FISCAL YEAR STARTING
ON OCTOBER 1, 2005; (C) A LONG-TERM COMPENSATION
PAYABLE AFTER EXPIRATION OF THE THEN APPLICABLE
FIVE-YEAR TERM OF THE SUPERVISORY BOARD IN THE
AMOUNT OF EUR 50,000. THE LONG-TERM COMPENSATION
SHALL ONLY BE PAID IF EARNINGS PER SHARE AT THE
END OF THE TERM OF OFFICE HAVE INCREASED BY MORE
THAN 50% COMPARED TO THE BEGINNING OF THE TERM
OF OFFICE; EARNINGS PER SHARE ON WHICH THE SUPERVISORY
BOARD S REMUNERATION IS BASED ARE TO BE ADJUSTED
FOR SIGNIFICANT EXTRAORDINARY RESULTS. MEMBERS
OF THE SUPERVISORY BOARD WHO HAVE SERVED ON THE
SUPERVISORY BOARD OR A COMMITTEE FOR ONLY PART
OF THE FY OR TERM OF OFFICE SHALL RECEIVE A PRO
RATA COMPENSATION FOR EVERY MONTH OF SERVICE
STARTED; 2. THE CHAIRMAN OF THE SUPERVISORY BOARD
SHALL RECEIVE DOUBLE, AND EACH DEPUTY CHAIRMAN
SHALL RECEIVE ONE AND ONE HALF TIMES THE AMOUNTS
TO BE PAID PURSUANT TO SUBSECTIONS 1(A) AND 1(B).
THE CHAIRMAN S COMMITTEE, THE MEDIATION COMMITTEE,
AND THE INVESTMENT COMMITTEE ARE NOT INCLUDED
IN THIS CALCULATION; 3. THE REMUNERATION PURSUANT
TO SUBSECTION 1(A) AND 1(B) SHALL BE PAYABLE
AFTER THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING
RATIFYING THE ACTS OF THE SUPERVISORY BOARD FOR
THE FYE BEFORE THE MEETING. THE COMPANY SHALL
REIMBURSE THE MEMBERS OF THE SUPERVISORY BOARD
FOR EXPENSES INCURRED AND FOR SALES TAXES TO
BE PAID ON THEIR REMUNERATION; AND 4. THE MEMBERS
OF THE SUPERVISORY BOARD SHALL BE INDEMNIFIED
BY THE COMPANY AGAINST THIRD PARTY CLAIMS TO
THE EXTENT PERMISSIBLE BY LAW. FOR THIS PURPOSE,
THE COMPANY PROVIDES A GROUP INSURANCE POLICY
FOR BOARD MEMBERS AND EMPLOYEES OF SIEMENS AG
AND ITS SUBSIDIARIES WHICH COVERS PERSONAL LIABILITY
FOR FINANCIAL LOSS ASSOCIATED WITH SUPERVISORY
OR MANAGEMENT FUNCTIONS . B. THE AMENDMENTS TO
THE ARTICLE OF ASSOCIATION REFERRED TO IN AGENDA
ITEM 9 (A) SHALL APPLY FOR THE FIRST TIME TO
THE FY THAT BEGAN ON 1 OCT 2004. THE LONG-TERM
COMPENSATION COMPONENT PURSUANT TO THE PROPOSED
SECTION 17, SUBSECTION 1(C) OF THE ARTICLE OF
ASSOCIATION SHALL BE CALCULATED AND GRANTED ON
A PRO RATA BASIS FROM THAT DATE UNTIL THE EXPIRATION
OF THE CURRENT TERM OF, OFFICE, I.E., IT WILL
BE PAYABLE PRO RATA FOR THE FIRST TIME AFTER
THE SHAREHOLDER S MEETING RATIFYING THE ACTS
OF THE SUPERVISORY BOARD FOR THE FY 2007
* PLEASE BE ADVISED THAT THESE SHARES OF SIEMENS Non-Voting *Management Position Unknown
AG ARE ISSUED IN REGISTERED FORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
8.con CON T (3) SUCH STOCK MAY BE OFFERED FOR PURCHASE Non-Voting *Management Position Unknown
BY, AND TRANSFERRED TO, PERSONS CURRENTLY OR
FORMERLY EMPLOYED BY SIEMENS AG OR ANY OF ITS
SUBSIDIARIES; (4) SUCH STOCK MAY BE USED TO SERVICE
THE CONVERSION OR OPTION RIGHTS GRANTED BY SIEMENS
AG OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH
THE ISSUANCE OF BONDS; THE AGGREGATE NUMBER OF
SHARES TRANSFERRED UNDER THIS AUTHORIZATION MUST
NOT EXCEED 10% OF THE CAPITAL STOCK AT THE TIME
WHEN THE STOCK IS USED, PROVIDED THAT IT IS USED
TO SERVICE CONVERSION OR OPTION RIGHTS ISSUED
BY APPLYING, MUTATIS MUTANDIS, THE PROVISIONS
OF 186 (3), 4TH SENTENCE, OF THE GERMAN STOCK
CORPORATION ACT (AGAINST CONTRIBUTIONS IN CASH,
WITH PREEMPTIVE RIGHTS OF SHAREHOLDERS EXCLUDED).
THIS LIMIT INCLUDES SHARES ISSUED OR DISPOSED
OF BY DIRECT OR MUTATIS MUTANDIS APPLICATION
OF THESE PROVISIONS DURING THE TERM OF THIS AUTHORIZATION
AT THE TIME WHEN THE STOCK IS USED. THE LIMIT
ALSO INCLUDES SHARES THAT WERE ISSUED OR ARE
TO BE ISSUED TO SERVICE BONDS WITH CONVERSION
OR OPTION RIGHTS GRANTED IN ACCORDANCE WITH THE
ABOVE PROVISIONS AT THE TIME WHEN THE STOCK IS
USED; (D) THE SUPERVISORY BOARD SHALL BE AUTHORIZED
TO USE SIEMENS SHARES REACQUIRED BY THE COMPANY
ON THE BASIS OF THIS OR ANY PREVIOUSLY GIVEN
AUTHORIZATION AS FOLLOWS: SUCH SIEMENS SHARES
MAY BE TRANSFERRED TO THE MEMBERS OF THE MANAGING
BOARD OF SIEMENS AG AS STOCK-BASED COMPENSATION
WITH A BLOCKING PERIOD OF AT LEAST TWO (2) YEARS;
IN THE CASE OF A COMMITMENT TO TRANSFER SIEMENS
SHARES AT A LATER DATE, ANY TIME SPAN BETWEEN
COMMITMENT AND SETTLEMENT OF SUCH COMMITMENT
BY THE COMPANY SHALL BE CREDITED AGAINST THE
ABOVE-MENTIONED MINIMUM BLOCKING PERIOD. FURTHER
DETAILS REGARDING STOCK-BASED COMPENSATION FOR
MANAGING BOARD MEMBERS ARE DETERMINED BY THE
SUPERVISORY BOARD; (E) THE AUTHORIZATIONS PURSUANT
TO PARAGRAPHS (C) AND (D) ABOVE MAY BE IMPLEMENTED
ONCE OR SEVERAL TIMES, SEVERALLY OR JOINTLY,
WHOLLY OR IN PART; (F) PREEMPTIVE RIGHTS OF SHAREHOLDERS
REGARDING REACQUIRED SIEMENS SHARES SHALL BE
EXCLUDED TO THE EXTENT TO WHICH SUCH SHARES ARE
USED PURSUANT TO PARAGRAPH (C), SUBSECTIONS (2)
THROUGH (4), AND PARAGRAPH (D) ABOVE
* PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting *Management Position Unknown
THANK YOU
ALLIED DOMECQ PLC AGM MEETING DATE: 01/28/2005
ISSUER: G0187V109 ISIN: GB0007294571
SEDOL: 0729457, 5474763, 5760558, B02S5L7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YEAR 31 Management For *Management Position Unknown
AUG 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2. APPROVE TO PAY A DIVIDEND OF 9.67P PER SHARE Management For *Management Position Unknown
TO HOLDERS OF ORDINARY SHARES ON THE REGISTER
OF MEMBERS OF THE COMPANY AT THE CLOSE OF BUSINESS
07 JAN 2005
3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YEAR TO 31 AUG 2004 AS SPECIFIED
AND THE ACCOUNTS AS SPECIFIED
4. RE-ELECT MR. GRAHAM HETHERINGTON AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. DAVID SCOTLAND AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. RICHARD TURNER AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING
8. APPROVE THAT THE REMUNERATION OF THE AUDITOR Management For *Management Position Unknown
BE DETERMINED BY THE DIRECTORS
9. APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.2 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 80
AMOUNT BE GBP 92,214,192.75
S.10 APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.3 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 89
AMOUNT BE GBP 13,832,128.75
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 110,657,031
ORDINARY SHARES REPRESENTING 10% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL OF 25P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND UP TO 5% ABOVE OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
12. AUTHORIZE ALLIED DOMECQ HOLDINGS PLC, A WHOLLY Management For *Management Position Unknown
OWNED SUBSIDIARY OF THE COMPANY, FOR THE PURPOSES
OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 80,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 20,000 IN TOTAL;
AUTHORITY EXPIRES AT THE END OF 12 MONTHS
13. APPROVE THE RULES OF THE ALLIED DOMECQ PLC PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2005 THE PSP AS SPECIFIED AND AUTHORIZE
THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO THE
PSP AS THEY MAY CONSIDER NECESSARY TO TAKE ACCOUNT
OF THE REQUIREMENTS OF THE UK LISTING AUTHORITY
AND THE BEST PRACTICE AND ADOPT THE PSP AS SO
MODIFIED AND TO DO ALL ACTS AND THINGS NECESSARY
TO OPERATE THE PSP; AND AUTHORIZE THE DIRECTORS
TO ESTABLISH SUCH FURTHER PLANE FOR THE BENEFIT
OF THE EMPLOYEES OUTSIDE THE UK, BASED ON THE
PSP, SUBJECT TO SUCH MODIFICATIONS AS MAY BE
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
SECURITIES LAWS, EXCHANGE CONTROLS AND TAX LEGISLATION
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL PARTICIPATION TO OVERALL
PARTICIPATION IN THE PSP
14. APPROVE THE CHANGES TO THE RULES OF THE ALLIED Management For *Management Position Unknown
DOMECQ PLC LONG TERM INCENTIVE SCHEME 1999 THE
LTIS AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
WOLTERS KLUWER NV OGM MEETING DATE: 02/01/2005
ISSUER: N9643A114 ISIN: NL0000395887
SEDOL: 5671519, 5671917, 5677238
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. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE CORPORATE GOVERNANCE Non-Voting *Management Position Unknown
3. ANY OTHER BUSINESS Non-Voting *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
WOLTERS KLUWER NV OGM MEETING DATE: 02/01/2005
ISSUER: N9643A114 ISIN: NL0000395887 BLOCKING
SEDOL: 5671519, 5671917, 5677238
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
ID 215046 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
3. ANY OTHER BUSINESS Other For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
RALCORP HOLDINGS, INC. RAH ANNUAL MEETING DATE: 02/02/2005
ISSUER: 751028 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
BILL G. ARMSTRONG Management For For
DAVID R. BANKS Management For For
KEVIN J. HUNT Management For For
DAVID W. KEMPER Management Withheld Against
DAVID P. SKARIE Management For For
02 AMENDMENT TO 2002 INCENTIVE STOCK PLAN Management For For
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/03/2005
ISSUER: 922206 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CONRAD W. HEWITT Management For For
GARRY W. ROGERSON Management For For
ELIZABETH E. TALLETT Management For For
02 APPROVAL OF AMENDED AND RESTATED OMNIBUS STOCK Management For For
PLAN
LINDSAY MANUFACTURING CO. LNN ANNUAL MEETING DATE: 02/09/2005
ISSUER: 535555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL N. CHRISTODOLOU Management For For
J. DAVID MCINTOSH Management For For
02 AUDITOR. RATIFICATION OF THE APPOINTMENT OF KPMG Management For For
LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL
YEAR ENDING AUGUST 31, 2005.
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/10/2005
ISSUER: 050095 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
SEGA SAMMY HOLDINGS INC, TOKYO EGM MEETING DATE: 02/15/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management For *Management Position Unknown
TO JPY 10,000,000,000 FROM THE PRESENT JPY 276,062,754,138
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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.
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/16/2005
ISSUER: 549463 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. DENHAM Management For For
DANIEL S. GOLDIN Management For For
EDWARD E. HAGENLOCKER Management For For
CARLA A. HILLS Management For For
KARL J. KRAPEK Management For For
RICHARD C. LEVIN Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
RONALD A. WILLIAMS Management For For
02 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
03 SHAREOWNER PROPOSAL REGARDING PUBLICATION OF Shareholder Against For
POLITICAL ACTION CONTRIBUTIONS
04 SHAREOWNER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
COMPENSATION AWARDS
05 SHAREOWNER PROPOSAL TO AMEND COMPANY S AUDIT Shareholder For Against
SERVICES PRE-APPROVAL POLICY
06 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE GOLDEN PARACHUTES
NOVARTIS AG NVS ANNUAL MEETING DATE: 03/01/2005
ISSUER: 66987V 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 2004.
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 REDUCTION OF SHARE CAPITAL. Management For For
05 FURTHER SHARE REPURCHASE PROGRAM. Management For For
6A RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR A TWO-YEAR Management For For
TERM.
6B RE-ELECTION OF PROF. DR. PETER BURCKHARDT FOR Management For For
A THREE-YEAR TERM.
6C RE-ELECTION OF ALEXANDRE F. JETZER FOR A THREE-YEAR Management For For
TERM.
6D RE-ELECTION OF PIERRE LANDOLT FOR A THREE YEAR Management For For
TERM.
6E RE-ELECTION OF PROF. DR. ULRICH LEHNER FOR A Management For For
THREE YEAR TERM.
07 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
HELMERICH & PAYNE, INC. HP ANNUAL MEETING DATE:
03/02/2005
ISSUER: 423452 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. ARMSTRONG Management For For
L.F. ROONEY, III Management Withheld Against
JOHN D. ZEGLIS Management For For
AMERISOURCEBERGEN CORPORATION ABC ANNUAL MEETING DATE: 03/04/2005
ISSUER: 03073E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RODNEY H. BRADY Management For For
CHARLES H. COTROS Management For For
JANE E. HENNEY, M.D. Management For For
R. DAVID YOST Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
CABOT MICROELECTRONICS CORPORATION CCMP ANNUAL MEETING DATE: 03/08/2005
ISSUER: 12709P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
STEVEN V. WILKINSON Management For For
ROBERT J. BIRGENEAU Management For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
FISCAL YEAR 2005.
CABOT CORPORATION CBT ANNUAL MEETING DATE: 03/10/2005
ISSUER: 127055 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DIRK L. BLEVI* Management For For
ARTHUR L. GOLDSTEIN** Management For For
JUAN ENRIQUEZ-CABOT** Management For For
GAUTAM S. KAJI** Management For For
HENRY F. MCCANCE** Management For For
JOHN H. MCARTHUR** Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS CABOT S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2005.
NATIONAL-OILWELL, INC. NOV SPECIAL MEETING DATE: 03/11/2005
ISSUER: 637071 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ADOPTION OF THE AMENDED AND RESTATED Management For For
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING, AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 TO APPROVE THE NATIONAL OILWELL VARCO LONG-TERM Management For For
INCENTIVE PLAN, SUBJECT TO COMPLETION OF THE
MERGER CONTEMPLATED BY THE AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management Against Against
FOR ANY REASON, INCLUDING TO SOLICIT ADDITIONAL
PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE PROPOSALS.
04 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Management Against Against
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
VARCO INTERNATIONAL, INC. VRC SPECIAL MEETING DATE: 03/11/2005
ISSUER: 922122 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE AMENDED AND RESTATED AGREEMENT Management For For
AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11,
2004, BETWEEN NATIONAL-OILWELL, INC., A DELAWARE
CORPORATION, AND VARCO INTERNATIONAL, INC., A
DELAWARE CORPORATION, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, PURSUANT TO WHICH VARCO WILL
BE MERGED WITH AND INTO NATIONAL OILWELL.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management Against Against
MEETING FOR ANY REASON, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF PROPOSAL 1.
03 IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, Management Against Against
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF.
DOUGLAS HOLDING AG AGM MEETING DATE: 03/16/2005
ISSUER: D2290M102 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
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 2003/2004, ALONG 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 39,500,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EUR
381,296 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 17 MAR 2005
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 OWN SHARES OF THE COMPANY OF UP TO EUR
117,356,112, AT PRICES NOT DEVIATING MORE THAN
10% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 15 SEP 2006 AND TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO ALL SHAREHOLDERS IF THE NEW SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO RETIRE THE SHARES, OR TO USE
THE SHARES FOR ACQUISITION PURPOSES
6. AMEND ARTICLES 15, 16 AND 17 OF THE STATUTE IN Management For *Management Position Unknown
ORDER TO ADJUST IT TO UMAG LAW AND IN CONNECTION
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF RESCISSION UMAG
8. ELECT SUSAT AND PARTNER OHG WIRTSCHAFTSPRUEFUNGS-GESELLSCHAFT, Management For *Management Position Unknown
HAMBURG AS THE AUDITORS FOR THE YEAR 2004/2005
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE VOTING RIGHT BEING EXERCISED BY AN AUTHORIZED
REPRESENTATIVE AND THE USE OF ELECTRONIC MEANS
OF COMMUNICATION FOR THE ISSUE OF PROXY-VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN THE RECORD DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
F-SECURE CORP AGM MEETING DATE: 03/23/2005
ISSUER: X3034C101 ISIN: FI0009801310
SEDOL: 5806850, 5813065
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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1.1 ADOPT THE ACCOUNTS Management For *Management Position Unknown
1.2 APPROVE THE ACTIONS ON PROFIT AND LOSS Management For *Management Position Unknown
1.3 GRANT DISCHARGE FROM LIABILITY Management For *Management Position Unknown
1.4 APPROVE THE REMUNERATION OF THE BOARD MEMBERS Management For *Management Position Unknown
1.5 APPROVE THE REMUNERATION OF THE AUDITOR S Management For *Management Position Unknown
1.6 APPROVE THE COMPOSITION OF THE BOARD Management For *Management Position Unknown
1.7 ELECT THE AUDITOR(S) Management For *Management Position Unknown
2. AUTHORIZE THE BOARD TO DECIDE ON INCREASING THE Management For *Management Position Unknown
COMPANY SHARE CAPITAL BY ONE OR MORE NEW ISSUES/LAUNCHING
ONE OR MORE CONVERTIBLE BONDS/GRANTING OPTION
RIGHTS WITH A RIGHT TO DEVIATE FROM SHAREHOLDERS
PRE-EMPTIVE RIGHT
3. APPROVE THE NEW OPTION PROGRAM TO REPLACE THE Management For *Management Position Unknown
OPTIONS PROPOSED TO BE CANCELLED IN ARTICLE 4
4. APPROVE TO CANCEL THE UNALLOCATED OPTION RIGHTS Management For *Management Position Unknown
IN THE PREVIOUS OPTION PROGRAMMES
BANCO ESPIRITO SANTO SA AGM MEETING DATE: 03/30/2005
ISSUER: X0346X153 ISIN: PTBES0AM0007 BLOCKING
SEDOL: 4058061, 5740334
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2004 MANAGEMENT REPORT AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE 2004 CONSOLIDATED MANAGEMENT REPORT Management For *Management Position Unknown
AND CONSOLIDATED ACCOUNTS
3. APPROVE THE APPLICATION OF THE RESULTS Management For *Management Position Unknown
4. APPROVE TO PROCEED WITH THE APPRECIATION OF MANAGEMENT Management For *Management Position Unknown
AND THE FISCAL MATTERS OF THE COMPANY
5. APPROVE THE MAINTENANCE OF THE GROUP RELATION Management For *Management Position Unknown
RELATED TO THE COMPANIES WITH BES DETAINS ALL
THE SOCIAL CAPITAL
6. APPROVE THE ACQUISITION BY BES OF REPRESENTATIVE Management For *Management Position Unknown
SHARES OF OWN SOCIAL CAPITAL AND POSTERIOR ALIENATION
7. APPROVE TO PROCEED WITH THE RATIFICATION OF THE Management For *Management Position Unknown
DESIGNATION FOR THE EFFECTIVE MEMBER OF THE FISCAL
COUNCIL THE COMPANY KPMG AND ASSOCIADOS
8. ELECT 2 MEMBERS FOR THE BOARD OF DIRECTORS Management For *Management Position Unknown
CANON INC AGM MEETING DATE: 03/30/2005
ISSUER: J05124144 ISIN: JP3242800005
SEDOL: 5485271, 6172323, B021CR1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE THE PROFIT APPROPRIATION FOR NO. 104 Management For *Management Position Unknown
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JYP40 PER SHARE JYP65 ON A YEARLY
BASIS
2 AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT MR. FUJIO MITARAI AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. YUKIO YAMASHITA AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. TOSHIZOU TANAKA AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. TSUNEJI UCHIDA AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. YUUSUKE EMURA AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. NOBUYOSHI TANAKA AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. JUNJI ICHIKAWA AS A DIRECTOR Management For *Management Position Unknown
3.8 ELECT MR. HAJIME TSURUOKA AS A DIRECTOR Management For *Management Position Unknown
3.9 ELECT MR. AKIYOSHI MOROE AS A DIRECTOR Management For *Management Position Unknown
3.10 ELECT MR. KUNIO WATANABE AS A DIRECTOR Management For *Management Position Unknown
3.11 ELECT MR. HIRONORI YAMAMOTO AS A DIRECTOR Management For *Management Position Unknown
3.12 ELECT MR. YOUROKU ADACHI AS A DIRECTOR Management For *Management Position Unknown
3.13 ELECT MR. YASUO MITSUHASHI AS A DIRECTOR Management For *Management Position Unknown
3.14 ELECT MR. KATSUICHI SHIMIZU AS A DIRECTOR Management For *Management Position Unknown
3.15 ELECT MR. RYOUICHI BAMBA AS A DIRECTOR Management For *Management Position Unknown
3.16 ELECT MR. TOMONORI IWASHITA AS A DIRECTOR Management For *Management Position Unknown
3.17 ELECT MR. TOSHIO HOMMA AS A DIRECTOR Management For *Management Position Unknown
3.18 ELECT MR. SHIGERU IMAIIDA AS A DIRECTOR Management For *Management Position Unknown
3.19 ELECT MR. MASSAHIRO OOSAWA AS A DIRECTOR Management For *Management Position Unknown
3.20 ELECT MR. KEIJIROU YAMSZAKI AS A DIRECTOR Management For *Management Position Unknown
3.21 ELECT MR. SHUNICHI UZAWA AS A DIRECTOR Management For *Management Position Unknown
3.22 ELECT MR. MASAKI NAKAOKA AS A DIRECTOR Management For *Management Position Unknown
3.23 ELECT MR. TOSHIYUKI KOMATSU AS A DIRECTOR Management For *Management Position Unknown
3.24 ELECT MR. SHIGEYUKI MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown
3.25 ELECT MR. HARUHISA HONDA AS A DIRECTOR Management For *Management Position Unknown
4 GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS: Management For *Management Position Unknown
MR. KINYA UCHIDA AND MR. IKUO SOUMA ACCORDING
TO THE COMPANY RULE
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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.
GLOBE TELECOM INC AGM MEETING DATE: 04/04/2005
ISSUER: Y27257149 ISIN: PHY272571498
SEDOL: 6284864
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DETERMINATION OF QUORUM Management For *Management Position Unknown
2. APPROVE THE MINUTES OF PREVIOUS MEETING Management For *Management Position Unknown
3. APPROVE THE ANNUAL REPORT OF THE OFFICERS Management For *Management Position Unknown
4.A RATIFY ALL ACTS AND RESOLUTIONS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS AND MANAGEMENT ADOPTED IN THE ORDINARY
COURSE OF BUSINESS DURING THE PRECEDING YEAR
4.B RATIFY THE RESOLUTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
ADOPTED ON 01 FEB 2005 REDUCING THE AUTHORIZED
CAPITAL STOCK TO CANCEL TREASURY SHARES, AND
APPROVE THE AMENDMENT TO THE ARTICLE 7 OF THE
AMENDED ARTICLES OF INCORPORATION TO REFLECT
THE SAME
5. ELECT THE DIRECTORS INCLUDING THE INDEPENDENT Management For *Management Position Unknown
DIRECTORS
6. ELECT THE AUDITORS AND APPROVE TO FIX THEIR REMUNERATION Management For *Management Position Unknown
7. ANY OTHER BUSINESS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
TELECOM ITALIA S P A NEW EGM MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 AND A THIRD CALL ON 07 APR 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 MERGER PLAN OF TELECOM ITALIA MOBILE Management For *Management Position Unknown
SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT
RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting *Management Position Unknown
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
TELECOM ITALIA S P A NEW MIX MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 (AND A THIRD CALL ON 07 APR 2005).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 APPROVE THE MERGER BY INCORPORATION OF TELECOM Management For *Management Position Unknown
ITALIA MOBILE SPA INTO TELECOM ITALIA SPA AND
THE RESOLUTIONS RELATED THERE TO
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management For *Management Position Unknown
04 AND THE RESOLUTIONS RELATED THERETO
O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS Management For *Management Position Unknown
MEMBERS NUMBER; APPROVE UPON RESTATING THE BOARD
OF DIRECTORS MEMBERS NUMBER, STATING THE BOARD
OF DIRECTORS YEARLY EMOLUMENTS AND APPOINT TWO
NEW MEMBERS
SONAE SGPS SA, MAIA AGM MEETING DATE: 04/06/2005
ISSUER: X82198106 ISIN: PTSON0AE0001 BLOCKING
SEDOL: 4000482, 4822686, 5741542, 5973992
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management For *Management Position Unknown
2004
2. APPROVE THE CONSOLIDATED ANNUAL REPORT AND THE Management For *Management Position Unknown
ACCOUNTS FOR 2004
3. APPROVE THE APPROPRIATION OF THE 2004 NET PROFIT Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND THE AUDITING
5. APPROVE THE ELECTION OF ANY VACANT POSITIONS Management For *Management Position Unknown
ON THE GOVERNING BODIES AND THE REMUNERATION
COMMITTEE
6. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES, Management For *Management Position Unknown
UNDER THE TERMS OF ARTICLES 319 AND 320 OF THE
COMPANY LAW
7. APPROVE THE ACQUISITION AND THE SALE OF OWN BONDS, Management For *Management Position Unknown
UNDER THE TERMS OF ARTICLES 354 OF THE COMPANY
LAW
8. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES Management For *Management Position Unknown
BY AFFILIATES COMPANIES, UNDER THE TERMS OF ARTICLE
325-B OF THE COMPANY LAW
9. GRANT AUTHORITY TO GRANT OWN SHARES TO THE EMPLOYEES Management For *Management Position Unknown
OF THE COMPANY OR AFFILIATED COMPANIES
* PLEASE NOTE THAT THE SHAREHOLDERS HAVE ONE VOTE Non-Voting *Management Position Unknown
PER 1000 SHARES.THANK YOU.
NOKIA CORPORATION NOK ANNUAL MEETING DATE: 04/07/2005
ISSUER: 654902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
02 APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE Management For
SHEET.
03 APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL Management For
MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.
04 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE Management Abstain
BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.
06 PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED Management For
BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.
07 DIRECTORS Management For
PAUL J. COLLINS Management For
GEORG EHRNROOTH Management For
BENGT HOLMSTROM Management For
PER KARLSSON Management For
JORMA OLLILA Management For
MARJORIE SCARDINO Management For
VESA VAINIO Management For
ARNE WESSBERG Management For
DAN HESSE Management For
EDOUARD MICHELIN Management For
08 APPROVAL OF THE REMUNERATION TO BE PAID TO THE Management For
AUDITOR.
09 APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS Management For
OY AS THE AUDITORS FOR FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS Management For
TO SELECTED PERSONNEL OF THE COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE Management For
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE Management For
CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA Management For
SHARES.
14 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES Management For
HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA Management Against
S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION
ON YOUR BEHALF ONLY UPON ITEM 15.
Proposal For or Against
Number Mgmt.
02 For
03 For
04 Against
06 For
07
For
For
For
For
For
For
For
For
For
For
08 For
09 For
10 For
11 For
12 For
13 For
14 For
15 *Management Position Unknown
CARREFOUR SA MIX MEETING DATE: 04/11/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
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.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
20 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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 A SECOND REVISION DUE Non-Voting *Management Position Unknown
TO CHANGE IN RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT-OFF
DATE. THANK YOU.
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
ID 222895 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
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004AND THE AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS THE GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management For *Management Position Unknown
THE AVAILABLE EARNINGS BROUGHT FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL
OF THE AGM IS CHF 876,785,274; THE PAYMENT OF
A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE
CAPITAL ELIGIBLE FOR DIVIDEND OF CHF 47,379,425
IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD
IS CHF 815,192,021
4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management For *Management Position Unknown
MACH, SERGIO MARCHIONNE, RICHARD SYKES, PETER
WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS
5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management For *Management Position Unknown
A MAXIMUM AMOUNT OF CHF 2,500,000 AND AMEND THE
ARTICLES OF ASSOCIATION AS SPECIFIED
6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF Management For *Management Position Unknown
DIRECTORS
6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management For *Management Position Unknown
AUDITORS ALSO TO ACT AS THE GROUP AUDITORS ,
FOR THE FY 2005
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/12/2005
ISSUER: 064057 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. 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
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 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shareholder For Against
VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
BANCA INTESA SPA, MILANO OGM MEETING DATE: 04/13/2005
ISSUER: T17074104 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 14
APR 2005. 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
2004, THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY AND INTERNAL AUDITORS REPORTS, BALANCE
SHEET REPORTS AS OF 31 DEC 2004 OF INTESA SISTEMI
ESERVIZI SPA, MERGED IN BANCA INTESA STARTING
FROM 01 JAN 2005
2. APPOINT THE DIRECTORS Management For *Management Position Unknown
3. APPOINT THE INTERNAL AUDITORS AND THE CHAIRMAN Management For *Management Position Unknown
FOR FYS 2005/2007 TO STATE THEIR EMOLUMENTS
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/13/2005
ISSUER: 143658 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
RICHARD J. GLASIER 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
SIR JOHN PARKER Management For For
PETER G. RATCLIFFE Management For For
STUART SUBOTNICK Management For For
UZI ZUCKER Management For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Management For For
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Management For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTANTS FOR CARNIVAL
CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Management For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For For
BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC Management For For
TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE
OPEN MARKET.
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/13/2005
ISSUER: 806857 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
J. DEUTCH Management Withheld Against
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
M.E. MARKS Management For For
D. PRIMAT Management For For
T.I. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
R. TALWAR Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Management For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER Management For For
DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
BP PLC AGM MEETING DATE: 04/14/2005
ISSUER: G12793181 ISIN: GB0007980591
SEDOL: 0798059, 5789401, 5790265, 6167493, 7110786
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 4 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
2. TO RE-ELECT THE LORD BROWNE OF MADINGLEY AS A Management For *Management Position Unknown
DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
3. TO RE-ELECT MR J H BRYAN AS A DIRECTOR (SEE BIOGRAPHY Management For *Management Position Unknown
ON PAGES 4-5 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
4. TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
5. TO RE-ELECT MR. I.C. CONN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
6. TO RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGES 5-6 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
7. TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
8. TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
9. TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
10. TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
11. TO ELECT SIR TOM MCKILLOP AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
12. TO RE-ELECT MR. J.A. MANZONI AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
13. TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
14. TO RE-ELECT MR. H.M.P. MILES AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
15. TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
16. TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
17. TO RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
* PLEASE NOTE THAT THERE IS NO SHARE BLOCKING AT Non-Voting *Management Position Unknown
THIS MEETING.
18. TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS UNTIL Management For *Management Position Unknown
THE CONCLUSION OF THE NEXT GENERAL MEETING BEFORE
WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE THE
DIRECTORS TO SET THE AUDITORS REMUNERATION FOR
2005 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
19. TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERA MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT EQUAL TO THE SECTION 80 AMOUNT
OF GBP 1,770 MILLION (SEE NOTE ON PAGE 10 IN
THE NOTES SECTION OF THE PROXY STATEMENT)
S.20 TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERAL MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT EQUITY SECURITIES WHOLLY FOR CASH (A) IN
CONNECTION WITH A RIGHTS ISSUE; AND (B) OTHERWISE
THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO
AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE SECTION
89 AMOUNT OF GBP 265 MILLION (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
S.21 TO AUTHORIZE THE COMPANY GENERALLY AND UNCONDITIONALLY Management For *Management Position Unknown
TO MAKE MARKET PURCHASES (AS DEFINED IN SECTION
163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES
NOT PURCHASE UNDER THIS AUTHORITY MORE THAN 2.1
BILLION ORDINARY SHARES; (B) THE COMPANY DOES
NOT PAY LESS THAN GBP 0.25 FOR EACH SHARE; AND
(C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE
THAN 5% OVER THE AVERAGE OF THE MIDDLE MARKET
PRICE OF THE ORDINARY SHARES FOR THE FIVE BUSINESS
DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE COMPANY AGREES TO BUY THE SHARES CONCERNED,
BASED ON SHARE PRICES AND CURRENCY EXCHANGE RATES
PUBLISHED IN THE DAILY OFFICIAL LIST OF THE LONDON
STOCK EXCHANGE. IN EXECUTING THIS AUTHORITY THE
COMPANY MAY PURCHASE SHARES USING ANY CURRENCY,
INCLUDING POUNDS STERLING, US DOLLARS, AND EURO.
THIS AUTHORITY SHALL CONTINUE FOR THE PERIOD
ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING
IN 2006 OR 13 JULY 2006, WHICHEVER IS THE EARLIER,
PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE
THIS DATE TO PURCHASE ORDINARY SHARES WHERE THESE
PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY
TERMINATES (EITHER WHOLLY OR IN PART) THE COMPANY
MAY COMPLETE SUCH PURCHASES (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
22. TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
FOR THE YEAR ENDED 31 DECEMBER 2004 (SEE NOTE
ON PAGE 10 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
23. TO APPROVE THE RENEWAL OF THE BP EXECUTIVE DIRECTORS Management For *Management Position Unknown
INCENTIVE PLAN (THE PLAN ), A COPY OF WHICH
IS PRODUCED TO THE MEETING INITIALLED BY THE
CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION,
FOR A FURTHER FIVE YEARS AND TO AUTHORIZE THE
DIRECTORS TO DO ALL ACTS AND THINGS THAT THEY
MAY CONSIDER NECESSARY OR EXPEDIENT TO CARRY
THE PLAN INTO EFFECT (SEE NOTE ON PAGES 11-13
IN THE NOTES SECTION OF THE PROXY STATEMENT)
24. TO RECEIVE THE REPORT OF THE DIRECTORS AND THE Management For *Management Position Unknown
ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004
(SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting *Management Position Unknown
A MORE DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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
NESTLE SA, CHAM UND VEVEY OGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
OF NESTLE S.A. AND THE NESTLE GROUP; ACKNOWLEDGE
THE REPORTS OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
PROFIT, RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management Against *Management Position Unknown
OF ASSOCIATION, REGARDING ORGANIZATION OF THE
BOARD OF DIRECTORS
4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management For *Management Position Unknown
ARTICLES OF ASSOCIATION, REGARDING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management Against *Management Position Unknown
REGARDING RIGHT OF SHAREHOLDERS TO THE COMPLETE
THE AGENDA
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS 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 212608, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
RWE AG, ESSEN OGM MEETING DATE: 04/14/2005
ISSUER: D6629K109 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 843,698,064.82 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 90,564.82 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS
THE AUDITORS FOR THE YEAR 2005
6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT
DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE
OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20% IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, AND TO USE THE
SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES,
OR IN CONNECTION WITH MERGERS AND ACQUISITIONS
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Management For *Management Position Unknown
THE AGM AND SECTION 15 ATTENDANCE OF THE AGM
OF THE ARTICLES OF ASSOCIATION IN CONNECTION
WITH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED
TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG
WHICH IS PLANNED TO BECOME EFFECTIVE AS PER
01 NOV 2005 AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
IN MEETING TYPE. 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 A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY S MEETING.
SCHERING AG OGM MEETING DATE: 04/14/2005
ISSUER: D67334108 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 194,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
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 BDO DEUTSCHE WARENTREUHAND AG, HAMBURG, Management For *Management Position Unknown
AS THE AUDITORS FOR THE 2005 FY
6. APPROVE THE ADJUSTMENT OF THE REMUNERATION FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE CORRESPONDING AMENDMENTS
TO THE ARTICLES OF ASSOCIATION FROM THE 2005
FY ON EACH MEMBER OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 35,000,
A PROFIT-RELATED REMUNERATION OF EUR 250 FOR
EVERY EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS
OF EUR 1.20, AND A PERFORMANCE-RELATED REMUNERATION
OF AT LEAST EUR 35,000 AND THE CHAIRMAN TO RECEIVE
2.25 TIMES AND THE DEPUTY CHAIRMAN 1.1 TIMES,
THESE AMOUNTS; AND APPROVE TO INCREASE THE TOTAL
REMUNERATION FOR COMMITTEE MEMBERS TO EUR 585,000
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS TO
BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 15,000,000,
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
A REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE
THAN 20% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 30 SEP 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO RETIRE THE SHARES, TO
USE THE SHARES FOR ACQUISITION PURPOSES, TO OFFER
THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO USE THE SHARES FOR THE CONVERSION
OF BONDS OR FOR THE EXERCISE OF OPTION RIGHTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY SCHERADMIN
01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2005 UNTIL AT LEAST 31 DEC 2009
10. APPROVE THE ADJUSTMENT OF THE PROFIT TRANSFER Management For *Management Position Unknown
AGREEMENTS WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
BERLISERVE PROFESSIONAL SERVICES GMBH, INTENDIS
GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING
FINLAND HOLDING GMBH, AND SCHERING VERSICHERUNGS-VERMITTLUNG
GMBH
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
THE E.W. SCRIPPS COMPANY SSP ANNUAL MEETING DATE:
04/14/2005
ISSUER: 811054 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DAVID A. GALLOWAY Management For For
NICHOLAS B. PAUMGARTEN Management Withheld Against
RONALD W. TYSOE Management For For
JULIE A. WRIGLEY Management For For
WOLTERS KLUWER NV AGM MEETING DATE: 04/14/2005
ISSUER: N9643A114 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.b APPROVE THE NOTICE BY SUPERVISORY BOARD FOR THE Management For *Management Position Unknown
YEAR 2004
2.d ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
3.a GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD
* 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 07 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
2.a APPROVE THE REPORT OF THE MANAGEMENT FOR THE Management For *Management Position Unknown
YEAR 2004
2.c APPROVE THE RESERVATION AND THE DIVIDEND POLICY Management For *Management Position Unknown
2.e APPROVE THE PAYMENT IN CASH EUR 0.55 OR OPTIONAL Management For *Management Position Unknown
IN SHARES
3.b GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6.a RE-APPOINT MRS. A.J. FROST AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.b RE-APPOINT MR. P.N. WAKKIE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
8.a AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SHARES/GRANT Management For *Management Position Unknown
RIGHTS TO TAKE SHARES
8.b AUTHORIZE THE MANAGEMENT BOARD TO RESTRICT OR Management For *Management Position Unknown
EXCLUDE THE PRE-EMPTIVE RIGHTS
9. GRANT POWERS TO PURCHASE COMPANY S OWN SHARES Management For *Management Position Unknown
10. GRANT ASSIGNMENT TO KPMG Management For *Management Position Unknown
11. QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
GRUPO MODELO SA DE CV OGM MEETING DATE: 04/18/2005
ISSUER: P4833F104 ISIN: MXP4833F1044
SEDOL: 2380539, 7715277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
I. APPROVE THE INFORMATION OF THE ADMINISTRATION Management For *Management Position Unknown
BOARD INCLUDING THE AUDITOR S REPORT PRESENTATION
AND APPROVE THE FINANCIAL STATEMENTS OF THE ENTITY
AS OF 31 DEC 2004, INCLUDING THE COMMISAR S INFORM
II. APPROVE THE APPLICATION OF RETAINED EARNINGS Management For *Management Position Unknown
INCLUDING THE PAYMENT OF A DIVIDEND OF MXN 3,414,347,613.60
OR MXN 1.05 PESOS PER SHARES AND FORMALIZE THE
RESOLUTIONS OF THE MEETING
III. APPROVE THE COMPENSATION FOR THE MEMBERS OF THE Management For *Management Position Unknown
BOARD, THE COMMISAR, AND OTHER RELATED OFFICIALS
IV. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Management For *Management Position Unknown
THE MEMBERS OF THE BOARD INCLUDING OTHER OFFICIALS
SUCH AS THE SECRETARY AND THE COMMISAR
V. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE
VI. APPROVE THE DESIGNATION OF THE DELEGATES TO FORMALIZE Management For *Management Position Unknown
THE RESOLUTIONS OF THE MEETING
GRUPO MODELO SA DE CV OGM MEETING DATE: 04/18/2005
ISSUER: P4833F104 ISIN: MXP4833F1044
SEDOL: 2380539, 7715277
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
ID 225117 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT 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.
I. APPROVE THE INFORMATION OF THE ADMINISTRATION Non-Voting *Management Position Unknown
BOARD INCLUDING THE AUDITOR S REPORT PRESENTATION
AND APPROVE THE FINANCIAL STATEMENTS OF THE ENTITY
AS OF 31 DEC 2004, INCLUDING THE COMMISAR S INFORM
II. APPROVE THE APPLICATION OF RETAINED EARNINGS Non-Voting *Management Position Unknown
INCLUDING THE PAYMENT OF A DIVIDEND OF MXN 3,414,347,613.60
OR MXN 1.05 PESOS PER SHARES AND FORMALIZE THE
RESOLUTIONS OF THE MEETING
III. APPROVE THE COMPENSATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
BOARD, THE COMMISAR, AND OTHER RELATED OFFICIALS
IV. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Non-Voting *Management Position Unknown
THE MEMBERS OF THE BOARD INCLUDING OTHER OFFICIALS
SUCH AS THE SECRETARY AND THE COMMISAR
V. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Non-Voting *Management Position Unknown
THE EXECUTIVE COMMITTEE
VI. APPROVE THE DESIGNATION OF THE DELEGATES TO FORMALIZE Non-Voting *Management Position Unknown
THE RESOLUTIONS OF THE MEETING
HENKEL KGAA OGM MEETING DATE: 04/18/2005
ISSUER: D32051126 ISIN: DE0006048432
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.
THANK YOU.
* PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND APPROVE THE 2004
FINANCIAL STATEMENTS
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting *Management Position Unknown
THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24
PER ORDINARY SHARE, PAYMENT OF A DIVIDEND OF
EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND
AND PAYABLE DATE 19 APR 2005
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN/FRANKFURT,
AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
FY 2005
7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting *Management Position Unknown
SHAREHOLDERS COMMITTEE
8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD
9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting *Management Position Unknown
AND PREFERRED SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES
ON OR BEFORE 17 OCT 2006; AND TO USE THE SHARES
WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE
PLAN, AND IN CONNECTION WITH THE MERGERS AND
ACQUISITIONS, 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,
AND TO RETIRE THE SHARES
10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD AND THE SHAREHOLDERS COMMITTEE
AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCIATION, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 50,000, THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THESE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER
OF THE SHAREHOLDERS COMMITTEE SHALL RECEIVE
A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-RELATED
REMUNERATION OF UP TO EUR 50,000, THE CHAIRMAN
SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN AND
ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS
OF ONE OR MORE COMMITTEES AS PER SECTION 32 OF
THE ARTICLES OF ASSOCIATION SHALL RECEIVE AN
ADDITIONAL REMUNERATION EQUAL TO THE TOTAL ANNUAL
REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS
COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL
RECEIVE TWICE THIS AMOUNT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN. THANK YOU.
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/19/2005
ISSUER: R91733114 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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1. OPENING OF MEETING BY THE CHAIRMAN OF THE BOARD Management For *Management Position Unknown
AND ANNOUNCEMENT OF LIST SHAREHOLDERS/PROXIES
PRESENT AT MEETING
2. ELECT TWO SHAREHOLDERS TO CO-SIGN THE MEETING Management For *Management Position Unknown
S PROTOCOL
3. APPROVE THE NOTICE AND THE AGENDA Management For *Management Position Unknown
4. APPROVE THE REPORT BY MANAGEMENT ON THE STATUS Management For *Management Position Unknown
OF THE COMPANY
5. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management For *Management Position Unknown
THE GROUP INCLUDING DIVIDEND PROPOSAL
6. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO DETERMINE THE REMUNERATION FOR THE Management For *Management Position Unknown
BOARD OF DIRECTORS, BOARD COMMITTEES AND THE
AUDITOR
8. ELECT THE BOARD OF DIRECTORS AND THE COMMITTEE Management For *Management Position Unknown
9. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL
U.S. BANCORP USB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 902973 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOEL W. JOHNSON Management Withheld Against
DAVID B. O'MALEY Management For For
O'DELL M. OWENS MD, MPH Management For For
CRAIG D. SCHNUCK Management Withheld Against
WARREN R. STALEY Management For For
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
03 AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE Management For For
SUPERMAJORITY VOTING.
04 SHAREHOLDER PROPOSAL: PERFORMANCE VESTING SHARES. Shareholder Against For
05 SHAREHOLDER PROPOSAL: PROHIBITION ON TAX AND Shareholder Against For
NON-AUDIT WORK BY INDEPENDENT AUDITORS.
VNU NV, HAARLEM AGM MEETING DATE: 04/19/2005
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 12 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3.A APPROVE THE ESTABLISHMENT OF ANNUAL ACCOUNTS Management For *Management Position Unknown
2004
3.B GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD FOR MANAGEMENT CONDUCTED IN 2004
3.C GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR SUPERVISION EXERCISED
3.D APPROVE THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
IN THE ENGLISH LANGUAGE AS FROM 2005
4.A APPROVE THE EXPLANATION DIVIDEND AND THE RESERVATION Management For *Management Position Unknown
POLICY
4.B APPROVE THE DIVIDEND PROPOSAL Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGEMENT TO PURCHASE Management For *Management Position Unknown
THE COMPANY S OWN SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES B
6.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY Management For *Management Position Unknown
SHARES ON 7% PREFERENCE SHARES
6.C AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES A
6.D AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management For *Management Position Unknown
OR EXCLUDE THE PRE-EMPTIVE RIGHT
7. RE-APPOINT AN EXTERNAL AUDITOR Management For *Management Position Unknown
8. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF MANAGEMENT
9. APPOINT MR. A. VAN ROSSUM AS THE MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AS FROM 19 APR 2005
10. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
11. ANNOUNCEMENTS AND QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
WACHOVIA CORPORATION WB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN D. BAKER, II* Management For For
PETER C. BROWNING* Management For For
DONALD M. JAMES* Management For For
VAN L. RICHEY* Management For For
G. KENNEDY THOMPSON* Management For For
JOHN C. WHITAKER, JR.* Management For For
WALLACE D. MALONE, JR** Management For For
ROBERT J. BROWN*** Management For For
02 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.
AXA, PARIS OGM MEETING DATE: 04/20/2005
ISSUER: F06106102 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR CLOSED ON 31 DEC 2004, IN
THE FORM PRESENTED TO THE MEETING
O.3 APPROVE THE PROFITS FOR THE FY: EUR 518,959,933.00; Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 2,487,060,253.00
I. E. AN AVAILABLE AMOUNT FOR THE ALLOCATION
OF THE INCOME WHICH REACHES THE SUM OF EUR 3,006,020,186.00;
APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL
SO OBTAINED AS FOLLOWS: LEGAL RESERVE: EUR 25,947,997.00;
GLOBAL DIVIDEND: EUR 1,164,150,944.00; CARRY
FORWARD ACCOUNT: EUR 1,815,921,245.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER SHARE
WITH A CUT OF EUR 0.305; THIS DIVIDEND WILL BE
PAID ON 28 APR 2005
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L. 225-86 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ANTHONY Management For *Management Position Unknown
HAMILTON AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management For *Management Position Unknown
LACHMANN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
PEBEREAU AS A MEMBER OF THESUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.10 RATIFY THE APPOINTMENT OF MR. LEO APOTHEKER Management For *Management Position Unknown
IN REPLACEMENT OF MR. ALFRED VONOPPENHEIM AS
A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE IN 2007 UPON THE
ANNUAL FINANCIAL STATEMENTS FOR LAST FISCAL YEAR
O.11 APPOINT MR. JACQUES DE CHATEAUVIEUX IN REPLACEMENT Management For *Management Position Unknown
OF MR. JACQUES CALVET ASA MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MRS. DOMINIQUE REINICHE AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,000,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 11 GIVEN BY THE GENERAL
MEETING OF 21 APR 2004, TO TRADE IN THE COMPANY
S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; APPROVE THAT IN CASE OF A
BID UPON THE COMPANY S EQUITY SHARES SETTLED
FULLY IN CASH, THE COMPANY CAN CONTINUE THE PROCEEDING
OF ITS STOCK REPURCHASE PROGRAMME; THE GENERAL
MEETING DELEGATES ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 14 GIVEN BY THE GENERAL
MEETING OF 30 APR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS
SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
COMPANY S CAPITAL THROUGH THE ISSUE OF COMMON
SHARES OR SECURITIES THAT ENTITLE THE BEARER
TO COMMON SHARES OF THE COMPANY OR ONE OF ITS
SUBSIDIARIES, WITH PREFERENTIAL SUBSCRIPTION
RIGHTS MAINTAINED
E.17 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE CAPITAL Management For *Management Position Unknown
THROUGH THE ISSUE OF COMMON SHARES OR SECURITIES
THAT ENTITLE THE BEARER TO SHARE CAPITAL OF THE
COMPANY OR ONE OF ITS SUBSIDIARIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED
E.18 AUTHORIZE THE MANAGEMENT BOARD, IN THE EVENT Management For *Management Position Unknown
THAT SHARES OR SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHTS WAIVED ARE ISSUED UNDER THE TERMS OF THE
SEVENTEENTH RESOLUTION, TO SET THE ISSUE PRICE
UNDER THE CONDITIONS DEFINED BY THE SHAREHOLDERS
AND UP TO A MAXIMUM OF 10% OF THE EQUITY CAPITAL
E.26 GRANT AUTHORITY TO GRANT STOCK PURCHASE AND/OR Management For *Management Position Unknown
STOCK SUBSCRIPTION OPTIONS
E.19 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
AMOUNT OF THE INITIAL ISSUE, IN THE EVENT THAT
SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER
THE TERMS SET FORTH IN THE SIXTEENTH TO THE EIGHTEENTH
RESOLUTIONS
E.20 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES, IN THE EVENT THAT A PUBLIC EXCHANGE
OFFER IS INITIATED BY THE COMPANY
E.21 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
CAPITAL OF THE COMPANY THROUGHTHE ISSUE OF COMMON
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN
KIND UP TO A MAXIMUM OF 10% OF SHARE CAPITAL
E.22 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES IN CONNECTION WITH THE ISSUE OF SECURITIES,
BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM
TO THE COMPANY S COMMON SHARES
E.23 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SECURITIES Management For *Management Position Unknown
ENTITLING THEIR BEARERS TOAN ALLOTMENT OF DEBT
INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE
OF THE COMPANY S CAPITAL
E.24 AUTHORIZE THE MANAGEMENT BOARD TO RESOLVE TO Management For *Management Position Unknown
ISSUE SECURITIES SECURING IMMEDIATE OR DEFERRED
ACCESS TO THE COMPANY S SHARE CAPITAL, RESERVED
FOR EMPLOYEES ENROLLED IN THE EMPLOYER SPONSORED
COMPANY SAVINGS PLAN
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
E.25 AUTHORIZE THE MANAGEMENT BOARD TO FREELY ALLOT Management For *Management Position Unknown
SHARES TO EMPLOYEES OF THE COMPANY
E.27 AUTHORIZE THE MANAGEMENT BOARD TO REDUCE CAPITAL Management For *Management Position Unknown
THROUGH THE CANCELLATION OF SHARES
E.28 AMEND THE BY-LAWS TO REFLECT CHANGES IN THE THRESHOLD Management Against *Management Position Unknown
FOR OWNERSHIP OF VOTINGRIGHTS WITH RESPECT TO
REGULATED AGREEMENTS
E.29 AMEND THE ARTICLE 12 OF THE BYLAWS, TO STIPULATE Management For *Management Position Unknown
THAT THE CONSENT OF THE SUPERVISORY BOARD IS
REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK
OPTION PLAN OF ANY KIND AND II) THE GRANTING
OF FREE ALLOTMENTS OF SHARES
E.30 GRANT AUTHORITY TO COMPLY WITH ALL FORMAL REQUIREMENTS Management For *Management Position Unknown
IN CONNECTION WITH THIS MEETING
* 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.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING
O.6 APPROVE THE RESIGNATION OF MR. THIERRY BRETON Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
O.4 APPROVE THAT, DUE TO THE EXCEPTIONAL TAX OF 2.5% Management For *Management Position Unknown
ON THE SUMS APPEARING IN THESPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE LIMIT
OF EUR 200,000,000.00, THAT AN AMOUNT OF EUR
200,000,000.00 CHARGED TO THE SPECIAL RESERVE
ON LONG- TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED
TO THE ORDINARY RESERVE ACCOUNT; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES ACCOMPLISH ALL NECESSARY FORMALITIES
BANCO BPI SA, PORTO AGM MEETING DATE: 04/20/2005
ISSUER: X04608109 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2004 REPORT AND RESULTS AND THE 2004 Management For *Management Position Unknown
CONSOLIDATED REPORT AND RESULTS
2. APPROVE THE PROFIT S APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
4. ELECT THE MEMBERS OF THE CORPORATE BOARDS FOR Management For *Management Position Unknown
THE NEXT 3 YEARS
5. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
* PLEASE NOTE THAT 1000 MINIMUM SHARES HAVE 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
CARREFOUR SA MIX MEETING DATE: 04/20/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 11 APR 2005 HAS BEEN POSTPONED TO 20 APR 2005.
PLEASE ALSO NOTE THE 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.
* 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221840 DUE TO THE CHANGE IN MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
PLEASE ALSO NOTE THE NEW CUT-OFF DATE. THANK
YOU.
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
E.22 APPROVE THE POWERS FOR FORMALITIES Management For *Management Position Unknown
IMPRESA SOCIEDADE GESTORA DE PARTICIPACOES SOCIAS SA AGM MEETING DATE:
04/20/2005
ISSUER: X3570M117 ISIN: PTIPR0AM0000 BLOCKING
SEDOL: 4569950, 5979406
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE, UNDER ARTILCE 376, N.1 AND ARTICLE 508-A Management For *Management Position Unknown
OF THE COMPANY S CODE, THE ANNUAL REPORT, THE
AUDITORS REPORT, THE CONSOLIDATED ANNUAL REPORT
AND ALSO THE CONSOLIDATED AUDITOR S REPORT FOR
2004
2. APPROVE THE PROFITS APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANYS Management For *Management Position Unknown
MANAGEMENT AND AUDITING
4. RATIFY THE DIRECTOR CO-OPTATION Management For *Management Position Unknown
5. ELECT THE ALTERNATE SUPERVISOR Management For *Management Position Unknown
* PLEASE NOTE THAT EVERY 100 SHARES IS EQUAL TO Non-Voting *Management Position Unknown
1 VOTE. THANK YOU.
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/21/2005
ISSUER: 001084 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HERMAN CAIN Management For For
WOLFGANG DEML Management For For
DAVID E. MOMOT Management For For
MARTIN RICHENHAGEN Management For For
TEXAS INSTRUMENTS INCORPORATED TXN ANNUAL MEETING DATE: 04/21/2005
ISSUER: 882508 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J.R. ADAMS Management For For
D.L. BOREN Management For For
D.A. CARP Management For For
C.S. COX Management For For
T.J. ENGIBOUS Management For For
G.W. FRONTERHOUSE Management For For
D.R. GOODE Management For For
P.H. PATSLEY Management For For
W.R. SANDERS Management For For
R.J. SIMMONS Management For For
R.K. TEMPLETON Management For For
C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Management For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Management For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
CORPORACION GEO SA DE CV GEO EGM MEETING DATE: 04/22/2005
ISSUER: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. AMEND THE COMPANY BY-LAWS IN ORDER TO COMPLY Management For *Management Position Unknown
WITH THE BEST CORPORATIVE PRACTICES CODE
2. APPOINT THE DELEGATES TO EXECUTE AND LEGALIZE Management For *Management Position Unknown
THE RESOLUTIONS OF THE EXTRAORDINARY MEETING
OF THE SHAREHOLDERS
3. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
CORPORACION GEO SA DE CV GEO OGM MEETING DATE: 04/22/2005
ISSUER: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
PURSUANT TO ARTICLE 172 OF COMMERCIAL COMPANIES
LAW FOR THE FY BETWEEN 01 JAN 2004 AND 31 DEC
2004 INCLUDING THE REPORT OF THE AUDITORS COMMITTEE
2. APPROVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For *Management Position Unknown
AS ON 31 DEC 2004; REPORT OF THE COMMISSIONER
3. APPROVE TO CONFIRM THE ACTIVITIES PERFORMED BY Management For *Management Position Unknown
THE BOARD OF DIRECTORS DURING THE FYE 31 DEC
2004
4. APPROVE THE APPLICATION OF THE EARNINGS FOR Management For *Management Position Unknown
THE FYE 31 DEC 2004
5. APPROVE THE AMOUNT FOR THE FUND TO PURCHASE THE Management For *Management Position Unknown
COMPANY SHARES, REPRESENTING THE CAPITAL STOCK,
DIVIDENDS DISTRIBUTION AND THE MAXIMUM AMOUNT
OF COMPANY SHARES THAT MAY BE PURCHASED
6. APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
SECRETARY AND THE COMMISSIONER
7. APPROVE TO SET THE ALLOWANCES FOR THE MEMBERS Management For *Management Position Unknown
OF THE BOARD OF DIRECTORS, SECRETARY AND THE
COMMISSIONER
8. APPOINT THE DELEGATES TO LEGALIZE THE RESOLUTIONS Management For *Management Position Unknown
OF THE MEETING
9. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
GROUPE DANONE MIX MEETING DATE: 04/22/2005
ISSUER: F12033134 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437, B018SX1, B01HK10, B01HKG5
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 12 APR 2005 HAS BEEN POSTPONED AND WILL BE
HELD ON SECOND CALL ON 22 APR 2005. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* 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.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BRUNO Management For *Management Position Unknown
BONNELL AS DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 RATIFY THE CO-OPTATION OF MR. HIROKATSU HIRANO Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
22 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE FY, ENDING ON 31 DEC 2004
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
DAVID-WEILL AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MR. BERNARD HOURS AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 RATIFY THE CO-OPTATION OF MR. JEAN LAURENT, AS Management For *Management Position Unknown
A DIRECTOR UNTIL THE OGM CALLED TO DELIBERATE
ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE
PRICE: EUR 60.00; MAXIMUM NUMBER OF SHARES TO
BE TRADED: 18,000,000; AUTHORITY IS GIVEN FOR
A PERIOD OF 18 MONTHS ; APPROVE TO CANCEL AND
REPLACE THE DELEGATION SET FORTH IN RESOLUTION
12 AND GIVEN BY THE COMBINED GENERAL MEETING
OF 15 APR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.13 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 12 AND GIVEN
BY THE COMBINED GENERAL MEETING OF 11 APR 2003,
TO ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS
OR SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 2,000,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 5 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 13 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 45,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, PREFERENTIAL RIGHT OF SUBSCRIPTION
MAINTAINED AND THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED NOT EXCEEDING EUR 2,000,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 33,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, WITHOUT THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED
PROVIDED THAT THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS, FOR THE ISSUES Management For *Management Position Unknown
REFERRED TO IN RESOLUTIONS 14 AND 15, TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
O.3 APPROVE THAT THE PROFITS FOR THE FY AMOUNT TO Management For *Management Position Unknown
EUR 422,978,494.25 AND THE PRIOR RETAINED EARNINGS
AMOUNT TO EUR 1,268,339,828.36, AND TO APPROPRIATE
THE DISPOSABLE PROFITS OF EUR 1,696,305,822.61
AS FOLLOWS: GLOBAL DIVIDEND: EUR 361,928,952.00;
CARRY FORWARD ACCOUNT: EUR 1,334,376,870.61;
AN AMOUNT OF EUR 200,000,000.00 CHARGED TO THE
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS WILL
BE TRANSFERRED TO THE ORDINARY RESERVES ACCOUNT;
AN AMOUNT OF EUR 4,987,500.00 CHARGED TO THE
ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO
THE CARRY FORWARD ACCOUNT FOLLOWING THIS APPROPRIATION;
THE CARRY FORWARD ACCOUNT WILL AMOUNT TO EUR
1,339,634,370.61; THE SHAREHOLDERS TO RECEIVE
A NET DIVIDEND OF EUR 1.35 PER SHARE AND THIS
DIVIDEND WILL BE PAID ON 17 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE
O.17 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL AS A REMUNERATION OF SHARES TENDERED
TO ANY PUBLIC EXCHANGE OFFER MADE BY THE COMPANY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.18 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE THE Management For *Management Position Unknown
COMPANY S SHARES AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE
CONTRIBUTIONS IN KIND, PROVIDED THAT IT DOES
NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.19 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE ONE Management For *Management Position Unknown
OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, SECURITIES
GIVING RIGHTS TO THE ALLOCATION OF THE DEBT SECURITIES
SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED
TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED
THAT THE NOMINAL VALUE OF DEBT SECURITIES TO
BE ISSUED SHALL NOT EXCEED EUR 2,0000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00
BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME
OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CAPITALIZABLE
ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE AND
ALLOCATION OF FREE SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES OR BY SIMULTANEOUSLY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 15 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004 , TO INCREASE
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY
SAVINGS PLAN PROVIDED THAT THE AMOUNT SHALL NOT
EXCEED 2,000,000.00; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, EMPLOYEES Management For *Management Position Unknown
AND OFFICERS, REPLACING THE DELEGATION SET FORTH
IN RESOLUTION 15 AND GIVEN BY THE GENERAL MEETING
OF 15 APR 2004, TO PURCHASE COMPANY S EXISTING
SHARES, PROVIDED THAT THE TOTAL NUMBER OF SHARES
NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ONE OR MORE Management For *Management Position Unknown
TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES,
EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES,
PROVIDED THAT THE TOTAL NUMBER OF SHARES NOT
TO EXCEED 0.40% OF THE COMPANY S SHARE CAPITAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.24 AUTHORIZE THE BOARD OF DIRECTORS IN SUBSTITUTION Management For *Management Position Unknown
TO THE EARLIER AUTHORIZATIONS, TO REDUCE THE
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD
OF 24 MONTHS
O.25 GRANT ALL POWERS TO THE BEARER OF THE A COPY Management For *Management Position Unknown
OF AN EXTRACT OF THE MINUTES OF THIS MEETING
IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
GRUPO MEDIA CAPITAL SGPS, S.A., LISBOA AGM MEETING DATE: 04/22/2005
ISSUER: X3243Y100 ISIN: PTGMC0AM0003 BLOCKING
SEDOL: B00FT74, B05PQD4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ELECT THE CHAIRMAN OF THE GENERAL MEETING Management For *Management Position Unknown
2. RATIFY THE NOMINATION BY COOPTATION OF A MEMBER Management For *Management Position Unknown
OF THE BOARD OF DIRECTORS
3. RATIFY THE ELECTION OF THE SOLE AUDITOR AND THE Management For *Management Position Unknown
SUPPLY AUDITOR
4. APPROVE THE SALARY COMITION COMPOSITION Management For *Management Position Unknown
5. APPROVE THE 2004 ANNUAL REPORT AND THE AUDITOR Management For *Management Position Unknown
S REPORT
6. APPROVE THE APPROPRIATION OF THE PROFITS Management For *Management Position Unknown
7. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND THE AUDITING
8. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
9. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
10. AMEND THE ARTICLES 2, 4, 18 OF THE COMPANY BY-LAWS Management For *Management Position Unknown
* PLEASE NOTE THAT FOR 1000 SHARES THERE IS 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
SM PRIME HOLDINGS INC AGM MEETING DATE: 04/25/2005
ISSUER: Y8076N112 ISIN: PHY8076N1120
SEDOL: 6818843
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
THE STOCKHOLDERS HELD ON 22 APR 2004
4. RECEIVE THE PRESIDENT S REPORT Management For *Management Position Unknown
5. RATIFY THE ACTS OF THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT FROM THE DATE OF THE LAST ANNUAL
STOCKHOLDERS MEETING UP TO THE DATE OF THIS
MEETING
6. ELECT THE DIRECTORS FOR 2005 TO 2006 Management For *Management Position Unknown
7. APPOINT THE EXTERNAL AUDITORS Management For *Management Position Unknown
8. OTHER MATTERS Other For *Management Position Unknown
9. ADJOURNMENT Management For *Management Position Unknown
DEUTSCHE TELEKOM AG, BONN AGM MEETING DATE: 04/26/2005
ISSUER: D2035M136 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616, B01DGB0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
5. RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT Management For *Management Position Unknown
AUDITOR AND THE GROUP AUDITOR FOR THE 2005 FINANCIAL
YEAR. THE SUPERVISORY BOARD PROPOSES THAT PWC
DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGE
SETLSCHAFT, FRANKFURT AM MAIN, AND ERNST & YOUNG
DEUTSCHE AG WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
STUTT GART, BE JOINTLY APPOINTED AS THE INDEPENDENT
AUDITOR AND GROUP AUDITOR FOR THE 2005 FINANCIAT
YEAR, SUB JECT TO THE PROVISO THAT EACH AUDITOR
IS ABLE TO CON DUCT THE AUDIT ALONE IF THE OTHER
AUDITOR SHOULD DROP OUT FOR A REASON FOR WHICH
THE COMPANY IS NOT RESPONSIBLE.
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN
2. RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For *Management Position Unknown
THE BOARD OF MANAGEMENT AND SUPERVISORY BOARD
PROPOSE THAT THE NET INCOME TOTALING EUR 2,881,090,240,54
BE USED AS FOLLOWS: PAYMENT OF A DIVIDEND OF
EUR 0,62 FOR EACH INDIVIDUAL DIVIDEND-BEARING
NO PAR VALUE SHARE AND CARRYING FORWARD OF THE
REMAINING BALANCE TO THE NEW ACCOUNT. BASED ON
THIS PROPOSED DIVIDEND, A DIVIDEND TOTAL RESULTING
FROM THE DIVIDEND-BEARING CAPITAL STOCK OF 1
0,675,798,676,48 ON THE DAY OF PUBLISHING THE
ANNUAL FINANCIAL STATEMENTS (ON FEBRUARY 22,
2005), DIVIDED UP INTO 4,1 70,233,858 INDIVIDUAL
NO PAR VALUE SHARES, IS 2,585,544,991,96, AND
THE RETAI NED PROFIT BROUGHT FORWARD IS 295,545,248,58.
THE FINAL AMOUNTS DEPEND ON THE NUMBER OF SHARES
CARRYING DIVIDEND RIGHTS ISSUED WHEN THE VOTE
ON THE RESOLUTION ON THE APPROPRIATION OF NET
INCOME WAS TAKEN. IF THE NUMBER OF SHARES CARRYING
DIVIDEND RIGHTS DECREASES, THE AMOUNT TO BE CARRIED
FORWARD TO THE NEW ACCOUNT INCREASES ACCORDINGLY.
IF THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS
INCREASES, THE AMOUNT TO BE CARRIED FORWARD TO
THE NEW ACCOUNT DECREASES ACCORDINGLY. THE DIVIDEND
IS PAYABLE ON APRIL 28, 2005.
3. RESOLUTION REGARDING APPROVAL OF THE BOARD OF Management For *Management Position Unknown
MANAGEMENTS ACTIONS FOR THE 2004 FINANCIAL YEAR.
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE BOARD OF MANAGEMENTS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
8. ELECTION OF DR. WOLFGANG REITZLE AS MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD.
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Management For *Management Position Unknown
STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS
APPROVED BY THE SUPERVISORY BOARD AS OF DECEMBER
31, 2004, THE COMBINED MANAGEMENT REPORT FOR
DEUTSCHE TELEKOM AG AND THE GROUP AND THE SUPERVISORY
BOARD S REPORT ON THE 2004 FINANCIAL YEAR.
ILABLE FOR INSPECTION
IN THE BUSINESS OFFICES OF DEUTSCHE TELEKOM AG
AT THE COMPANY S REGISTERED OFFICE, FRIEDRICH-EBERT-ALLEE
140, 53113 BONN, GERMANY, AND ON THE INTERNET
AT HTTP://WWW.TELEKOM.DE THEY WILL ALSO
BE AVAILABLE FOR INSPECTION DURING THE SHAREHOLDERS
MEETING.
4. RESOLUTION REGARDING APPROVAL OF THE SUPERVISORY Management For *Management Position Unknown
BOARDS ACTIONS FOR THE 2004 FINANCIAL YEAR. THE
BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE SUPERVISORY BOARDS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
6. RESOLUTION AUTHORIZING THE COMPANY TO PURCHASE Management For *Management Position Unknown
AND USE ITS OWN SHARES INCLUDING USE FOR EXCLUSION
OF SUBSCRIPTION RIGHTS. THE BOARD OF MANAGEMENT
AND THE SUPERVISORY BOARD PROPOSE THE ADOPTION
OF THE FOLLOWING RESOLUTION: THE BOARD OF MANAGEMENT
IS AUTHORIZED TO PURCHASE A TOTAL OF 419,786,533
SHARES IN THE COM PANY BY OCTOBER 25, 2006, WHICH
IS SLIGHTLY LESS THAN 10% OF THE CAPITAL STOCK,
SUBJECT TO THE PROVI SO THAT THE SHARES TO BE
PURCHASED ON THE BASIS OF THIS AUTHORIZATION
IN CONJUNCTION WITH THE OTHER SHARES OF THE COMPANY
WHICH THE COMPANY HAS ALREADY PURCHASED AND STILL
POSSESSES OR ARE TO BE ASSIGNED TO IT UNDER 71
D AND 71 E AKTG DO NOT AT ANY TIME ACCOUNT FOR
MORE THAN 10% OF THE COMPANYS CAPITAL STOCK.
THIS AUTHORIZATION MAY BE EXERCISED AS A WHOLE
OR IN PORTIONS. THE PUR CHASE CAN BE CARRIED
OUT IN PARTIAL TRANCHES SPREAD OVER VARIOUS PURCHASE
DATES WITHIN THE AUTHORIZATION PERIOD UNTIL THE
MAXIMUM PURCHASE VOLUME IS REACHED. THE SHARES
MAY ALSO BE PURCHASED BY DEPENDENT GROUP COMPANIES
OF DEUTSCHE TETEKOM AG AS DEFINED IN 17 AKTG
(GERMAN STOCK CORPORATION ACT) OR THIRD PARTIES
FOR THE ACCOUNT OF DEUTSCHE TETEKOM AG OR FOR
THE ACCOUNT OF THE DEPENDENT GROUP COMPANIES
OF DEUTSCHE TELEKOM AG PURSUANT TO 17 AKTG.
7. ELECTION OF STATE SECRETARY VOLKER HALSCH AS Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD. BY ORDER OF
BONN LOCAL COURT OF SEPTEMBER 24, 2004, STATE
SECRETARY MR. VOLKER HALSCH HAS BEEN APPOINTED
A MEMBER OF THE COMPANYS SUPERVISORY BOARD WITH
EFFECT FROM OCTOBER F, 2004, IN LIEU OF DR. MANFRED
OVERHAUS, WHO RESIGNED FROM OFFICE WITH EFFECT
FROM SEPTEMBER 30, 2004, HE IS NOW TO BE ELECTED
AS A MEMBER OF THE SUPERVISORY BOARD BY THE SHARE
HOLDERS MEETING.
9. RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE Management For *Management Position Unknown
BONDS AND/OR BONDS WITH WAR RANTS (WHICH CAN
ALSO EACH HAVE DIVIDEND-RELATED INTEREST LIKE
A PARTICIPATING BOND) UNDER THE REVO CATION OF
THE EXISTING AUTHORIZATION AND CREATION OF ADDITIONAL
CONTINGENT CAPITAL AND AMENDMENT TO THE ARTICLES
OF INCORPORATION AS WELL AS THE OP TION OF EXCLUDING
THE SUBSCRIPTION RIGHT. THE BOARD OF MANAGEMENT
AND THE SUPEN BOARD PROPOSE THE ADOPTION OF THE
FOLLOWING RESOLUTION: A) AUTHORIZATION TO ISSUE
CONVERTIBLE BONDS AND/OR BONDS WITH WARRANTS
ARID TO EXCLUDE THE SUBSCRIPTION RIGHT (1) AUTHORIZATION
PERIOD, PAR VALUE, NUMBER OF SHARES, TERM, INTEREST
THE BOARD OF MANAGEMENT IS AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO ISSUE ON
ONE OR MORE OCCASIONS BY APRIL 25,2010, BEARER
AND/OR REGISTERED CONVERTIBLE BONDS AND/OR BONDS
WITH WARRANTS (HEREINAFTER ALSO REFERRED TO AS
BONDS HAVING A TOTAL PAR VALUE OF UP TO 5,000,000,000
WITH A TERM OF UP TO 30 (THIRTY) YEARS AND TO
GRANT TO THE HOLDERS OR CREDITORS OF BONDS CONVERSION
OR OPTION RIGHTS FOR SHARES OF DEUTSCHE TELEKOM
AG REPRESENTING A PROPORTION OF THE CAPITAL STOCK
NOT TO EXCEED 600,000,000, AS MORE CLOSELY DEFINED
IN THE TERMS AND CONDI TIONS FOR THE BONDS. THE
BONDS CAN ALSO HAVE VARI ABLE INTEREST, WHEREBY
THE INTEREST, AS IN A PARTICI PATING BOND CAN
DEPEND PARTIALLY OR COMPLETELY ON THE AMOUNT
OF THE COMPANYS DIVIDEND.
10. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH MAGYARCOM HOLDING GMBH.
11. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEFLEETSERVICES
12. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DFMG HOLDING GMBH.
13. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETE IMMOBILIEN, DEUTSCHE TELEKOM
LMMOBILIEN UND SERVICE GMBH
14. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DELEASSEKURANZ - DEUTSCHE TELEKOM
ASSEKURANZ-VERMITTLUNGS GESEILSCHAFT MBH.
15. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-PUNKT VERTRIEBS GESELLSCHAFT
MBH.
16. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DEUTSCHE TELEKOM TRAINING GMBH.
17. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-SYSTEMS INTERNATIONAL GMBH.
18. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEMEDIEN, DEUTSCHE TELEKOM MED
IEN GMBH.
19. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH CARMEN TELEKOM MUNIKATIONSDIENSTE
GMBH
20. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH NORMA TELEKOM MUNIKATIONSDIENSTE
GMBH.
21. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH TRAVIATA TELEKOMMUNIKATIONSDIENSTE
GMBH.
22. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT Management For *Management Position Unknown
AND LOSS TRANSFER AGREEMENT WITH MAGYARCOM HOLDING
GMBH.
23. AMENDMENT OF THE ARTICLES OF INCORPORATION IN Management For *Management Position Unknown
LINE WITH THE DRAFT BILL FOR THE LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE
(UMAG UNTERNEHMENSINTEGRITT UND MODERNISIERUNG
DES ANFECHTUNGSRECHTS). ON NOVEMBER 17, 2004.
THE GERMAN GOVERNMENT BROUGHT FORWARD THE DRAFT
BILL FOR THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE (UMAG.) UMAG SERVES,
AMONG OTHER THINGS, TO SUPPLEMENT 131(2) OF THE
AKTG, ACCORDING TO WHICH THE CHAIR OF THE MEETING
CAN BE AUTHORIZED IN THE ARTICLES OF INCORPORATION
TO PUT A TIME LIMIT ON THE SHAREHOLDERS RIGHT
TO SPEAK AND ASK QUESTIONS. UMAG IS LIKELY TO
COME INTO FORCE AFTER THE EXPLANA TORY MEMORANDUM
BY THE GOVERNMENT ON NOVEMBER 1, 2005. THE ARTICLES
OF INCORPORATION OF DEUTSCHE TELEKOM AG SHALL
BE AMENDED IN LINE WITH THE FUTURE LEGAL PROVISIONS
ON A TIMELY BASIS PRIOR TO THE NEXT SHAREHOLDERS
MEETING. THE BOARD OF MANAGEMENT AND SUPERVISORY
BOARD THEREFORE RECOMMEND THE ADOPTION OF THE
FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION:
1 7 (2) OF THE ARTICLES OF INCORPORATION PRESENTLY
READS AS FOLLOWS: THE CHAIRMAN SHALL RUN THE
MEETING. HE SHALL DETER MINE THE ORDER OF DISCUSSION
OF AGENDA ITEMS AS WELL AS THE MANNER AND ORDER
OF VOTING. A THIRD SENTENCE WILL BE ADDED TO
17(2) OF THE ARTICLES OF INCORPORATION AS FOLLOWS:
HE MAY SET AN APPROPRIATE TIME LIMIT FOR SHARE
HOLDERS RIGHT TO SPEAK AND ASK QUESTIONS; HE
CAN, IN PARTICULAR, APPROPRIATELY DETERMINE THE
LENGTH OF THE SHAREHOLDERS MEETING AND THE TIME
ALLOTTED FOR DIS CUSSING ITEMS ON THE AGENDA
OR FOR ANY INDIVIDUAL QUESTIONS OR COMMENTS.THE
BOARD OF MANAGEMENT SHALL BE INSTRUCTED NOT TO
ENTER THE AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR REGISTRATION AT THE COMMERCIAL REGISTER UNTIL
THE PROVISIONS DESCRIBED ABOVE REGARDING THE
RESTRICTION OF THE RIGHT TO SPEAK AND ASK QUESTIONS
ENTER INTO FORCE IN A VERVION THAT, APART FROM
ANY SLIGHT EDITORIAL CHANGES, SUBSTANTIALLY COMPLIES
WITH THE BUNDESRATS 03/05 OFFICIAL DOCUMENT IN
TERMS OF CONTENT.
* 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM AND UNLESS THE MEETING IS CONCLUDED,
THERE WILL BE A SECOND CALL ON 27 APR 2005. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK
YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 19 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
1. OPENING AND ANNOUNCEMENTS Management *Management Position Unknown
2.A RECEIVE THE REPORT OF BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD FOR 2004
2.b APPROVE THE PROFIT RETENTION AND DISTRIBUTION Management *Management Position Unknown
POLICY
3.a APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management *Management Position Unknown
3.b APPROVE THE DIVIDEND FOR 2004 Management *Management Position Unknown
4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management *Management Position Unknown
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE CORPORATE GOVERNANCE Management *Management Position Unknown
6.a RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.b RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.c APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.d APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
7. APPROVE THE MAXIMUM NUMBER OF STOCK OPTIONS AND Management *Management Position Unknown
PERFORMANCE SHARES TO BE GRANTED TO THE MEMBERS
OF THE BOARD OF MANAGEMENT
8.a GRANT AUTHORITY TO ISSUE THE ORDINARY SHARES Management *Management Position Unknown
8.b GRANT AUTHORITY TO ISSUE PREFERENCE B SHARES Management *Management Position Unknown
9. GRANT AUTHORITY TO ACQUIRE CERTIFICATES OF Management *Management Position Unknown
SHARES IN ITS OWN CAPITAL
10. ANY OTHER BUSINESS AND CLOSURE Other *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
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
208716 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. OPENING REMARKS AND ANNOUNCEMENTS Non-Voting *Management Position Unknown
2.B PROFIT RETENTION AND DISTRIBUTION POLICY Non-Voting *Management Position Unknown
3.B FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 PER (DEPOSITARY Management For *Management Position Unknown
RECEIPT FOR AN) ORDINARY SHARE WILL BE PROPOSED
TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR
0.49 MADE PAYABLE IN SEPTEMBER 2004, THE FINAL
DIVIDEND WILL AMOUNT TO EUR 0.58 PER (DEPOSITARY
RECEIPT FOR AN) ORDINARY SHARE. REFERENCE IS
ALSO MADE TO PAGE 143 OF THE ANNUAL REPORT 2004
4.A DISCHARGE OF THE EXECUTIVE BOARD IN RESPECT OF Management For *Management Position Unknown
THE DUTIES PERFORMED DURING THE YEAR 2004
4.B DISCHARGE OF THE SUPERVISORY BOARD IN RESPECT Management For *Management Position Unknown
OF THE DUTIES PERFORMED DURING THE YEAR 2004
5.A WITH A VIEW TO THE DUTCH CORPORATE GOVERNANCE Management For *Management Position Unknown
CODE, THE GENERAL MEETING OF SHAREHOLDERS IS
INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION
OF THE CODE BY THE COMPANY AS DESCRIBED IN THE
DOCUMENT THE DUTCH CORPORATE GOVERNANCE CODE
- ING S IMPLEMENTATION OF THE TABAKSBLAT CODE
FOR GOOD CORPORATE GOVERNANCE
5.B WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE EXECUTIVE BOARD, AS IT WAS DRAWN UP BY
THE SUPERVISORY BOARD
5.C WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE SUPERVISORY BOARD, AS IT WAS DRAWN UP
BY THE SUPERVISORY BOARD. IN COMPARISON WITH
THE PRESENT PROFILE OF THE SUPERVISORY BOARD,
THE CHANGES INVOLVE ONLY REPHRASINGS AND NO MATERIAL
CHANGES
6.A REAPPOINTMENT OF LUELLA GROSS GOLDBERG Management For *Management Position Unknown
6.B REAPPOINTMENT OF GODFRIED VAN DER LUGT Management For *Management Position Unknown
6.C APPOINTMENT OF JAN HOMMEN Management For *Management Position Unknown
6.D APPOINTMENT OF CHRISTINE LAGARDE Management For *Management Position Unknown
7. IT IS PROPOSED TO APPROVE THAT THE MAXIMUM NUMBER Management For *Management Position Unknown
OF STOCK OPTIONS AND PERFORMANCE SHARES TO BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD
FOR 2004 WILL BE 374,700 STOCK OPTIONSAND 136,200
PERFORMANCE SHARES
8.A IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
ORDINARY SHARES, TO GRANT THE RIGHT TO TAKE UP
SHARES AND TO RESTRICT OR EXCLUDE PREFERENTIAL
RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES
TO THE PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT
TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS):
(I) FOR A TOTAL OF 220,000,000 ORDINARY SHARES,
PLUS (II) FOR A TOTAL OF 220,000,000 ORDINARY
SHARES, ONLY IF THESE SHARES ARE ISSUED IN CONNECTION
WITH THE TAKE-OVER OF A BUSINESS OR COMPANY
8.B IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
PREFERENCE B SHARES AND TO GRANT THE RIGHT TO
TAKE UP SHARES WITH OR WITHOUT PREFERENTIAL RIGHTS
OF SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE
PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT TO
EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS)
FOR 10,000,000 PREFERENCE B SHARES WITH A NOMINAL
VALUE OF EUR 0.24 EACH, PROVIDED THESE ARE ISSUED
FOR A PRICE PER SHARE THAT IS NOT BELOW THE HIGHEST
PRICE PER DEPOSITARY RECEIPT FOR AN ORDINARY
SHARE, LISTED ON THE EURONEXT AMSTERDAM STOCK
EXCHANGE, ON THE DATE PRECEDING THE DATE ON WHICH
THE ISSUE OF PREFERENCE B SHARES OF THE RELEVANT
SERIES IS ANNOUNCED THIS AUTHORISATION WILL ONLY
BE USED IF AND WHEN ING GROEP N.V. IS OBLIGED
TO CONVERT THE ING PERPETUALS III INTO SHARES
PURSUANT TO THE CONDITIONS OF THE ING PERPETUALS
III
9. IT IS PROPOSED THAT THE EXECUTIVE BOARD BE AUTHORISED Management For *Management Position Unknown
FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26 APRIL
2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY OR DEPOSITARY
RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED
BY THE LAW AND BY THE ARTICLES OF ASSOCIATION
AT A PRICE WHICH IS NOT LOWER THAN THE NOMINAL
VALUE OF THE SHARES AND NOT HIGHER THAN THE HIGHEST
PRICE AT WHICH THE DEPOSITARY RECEIPTS FOR THE
COMPANY S SHARES OF THE SAME TYPE ARE TRADED
ON THE EURONEXT AMSTERDAM STOCK MARKET ON THE
DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED
10. ANY OTHER BUSINESS AND CONCLUSION Non-Voting *Management Position Unknown
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting *Management Position Unknown
BLOCKING IS LIMITED TO THE PERIOD BETWEEN THE
CUT-OFF DATE SET ON 13 APR 2005 AND ONE DAY FOLLOWING
THE REGISTRATION DATE SET ON 19 APR 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-OFF DATE
ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE
INSTRUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION
DATE. THANK YOU.
2.A REPORTS OF THE EXECUTIVE BOARD AND THE SUPERVISORY Non-Voting *Management Position Unknown
BOARD FOR 2004
3.A ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/26/2005
ISSUER: 806605 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HANS W. BECHERER Management For For
KATHRYN C. TURNER Management For For
ROBERT F.W. VAN OORDT Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS Shareholder For Against
04 SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shareholder Against For
SOCIETE GENERALE OGM MEETING DATE: 04/26/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORTOF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
2. APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
6. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
IULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
8. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
4. APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
9. APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
10. AMEND ARTICLE OF ASSOCIATION NUMBER 6 AND RELATING Management For *Management Position Unknown
TO DECLARATION WHEN SHAREHOLDERS EXCEED STATUTORY
THRESHOLDS
3. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE 2004 FY
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
12. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 14 MONTHS
13. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
09 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU.
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING DATE: 04/26/2005
ISSUER: 693475 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management For For
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
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
FOR 2005.
AGGREKO PLC AGM MEETING DATE: 04/27/2005
ISSUER: G0116S102 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown
3. APPROVE A DIVIDEND Management For *Management Position Unknown
4. RE-ELECT MR. P.G. ROGERSON Management For *Management Position Unknown
5. RE-ELECT MR. N.H. NORTHRIDGE Management For *Management Position Unknown
6. RE-ELECT MR. F.A.B. SHEPHERD Management For *Management Position Unknown
7. RE-APPOINT THE AUDITORS Management For *Management Position Unknown
S.8 APPROVE THE ALLOTMENT FOR CASH Management For *Management Position Unknown
S.9 APPROVE THE PURCHASE OF OWN SHARES Management For *Management Position Unknown
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF OGM MEETING DATE: 04/27/2005
ISSUER: D24909109 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 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 1,549,010,497.05 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-DIVIDEND
AND PAYABLE DATE: 28 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 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 COMPANY S SHARE CAPITAL BY UP TO EUR 540,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES
AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFORE
27 APR 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS FOR A CAPITAL INCREASE AGAINST PAYMENT
IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO BOND HOLDERS, FOR A CAPITAL
INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, AND FOR THE ISSUE OF
SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES,
OR AGAINST PAYMENT IN KIND; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
6. 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, ON OR BEFORE 27 OCT 2006;
THE SHARES MAY BE ACQUIRED THROUGH THE STOCK
EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE
NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE
SHARES, BY WAY OF A PUBLIC REPURCHASE OFFER TO
ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER
FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE ADMITTED
TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE
OF THE SHARES, AND BY USING DERIVATIVES IN THE
FORM OF CALL OR PUT OPTIONS IF THE EXERCISE PRICE
IS NEITHER MORE THAN 10% ABOVE NOR MORE THAN
20% BELOW THE MARKET PRICE OF THE SHARES; TO
DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A 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 COMPANY S AND ITS AFFILIATES
EMPLOYEES; THE SHARES MAY ALSO BE RETIRED
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED E.ON FINANZANLAGEN
GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB 2005,
UNTIL AT LEAST 31 DEC 2010
8. APPROVE THAT, FROM THE 2005 FY, THE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 55,000, A VARIABLE REMUNERATION
OF EUR 115 FOR EVERY EUR 0.01 OF THE DIVIDEND
PAYMENT PER SHARE IN EXCESS OF EUR 0.10, AND
AN ADDITIONAL VARIABLE REMUNERATION OF EUR 70
FOR EVERY EUR 0.01 OF THE EARNINGS PER SHARE
IN EXCESS OF EUR 2.30; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
10. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2005
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG , AS FOLLOWS: SECTION 15, REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY
S MEETING.
INSITUFORM TECHNOLOGIES, INC. INSU ANNUAL MEETING DATE: 04/27/2005
ISSUER: 457667 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BIDDELMAN Management For For
STEPHEN P. CORTINOVIS Management For For
JOHN P. DUBINSKY Management For For
JUANITA H. HINSHAW Management For For
ALFRED T. MCNEILL Management For For
THOMAS S. ROONEY, JR. Management For For
SHELDON WEINIG Management For For
ALFRED L. WOODS Management For For
02 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT PUBLIC AUDITORS.
METROPOLITAN BANK & TRUST CO MBTC AGM MEETING DATE: 04/27/2005
ISSUER: Y6028G136 ISIN: PHY6028G1361
SEDOL: 6514442
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
STOCKHOLDERS HELD ON 28 APR 2004
4. APPROVE THE REPORT TO THE STOCKHOLDERS Management For *Management Position Unknown
5. RATIFY THE CORPORATE ACTS Management For *Management Position Unknown
6. ELECT THE DIRECTORS Management For *Management Position Unknown
7. OTHER MATTERS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 04/27/2005
ISSUER: 592688 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
FRANCIS A. CONTINO 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/27/2005
ISSUER: 601073 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MELVIN D. BOOTH Management For For
MAUREEN A. HENDRICKS Management For For
MARTIN D. MADAUS Management For For
02 ADOPTION OF THE AMENDMENTS TO THE MILLIPORE CORPORATION Management For For
1999 STOCK INCENTIVE PLAN.
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1 TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS.
O2 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2004.
O3 TO DECLARE A FINAL DIVIDEND FOR 2004 ON THE COMPANY Management For For
S ORDINARY SHARES.
O4 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID.
O5 TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O6 TO ELECT JAN HOMMEN AS A DIRECTOR. Management For For
O7 TO ELECT ERIK ENGSTROM AS A DIRECTOR. Management For For
O8 TO RE-ELECT MARK ARMOUR AS A DIRECTOR. Management For For
O9 TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR. Management For For
O10 TO RE-ELECT ANDREW PROZES AS A DIRECTOR. Management For For
O11 ALLOTMENT OF SHARES. Management For For
S12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S13 AUTHORITY TO PURCHASE OWN SHARES. Management For For
REED ELSEVIER PLC RUK SPECIAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT STRAUSS ZELNICK AS A DIRECTOR. Management For For
ASSICURAZIONI GENERALI SPA, TRIESTE OGM MEETING DATE: 04/28/2005
ISSUER: T05040109 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833, B020320
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 2005 AND THIRD CALL ON 30 APR 2005 .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 MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET AS OF 31 DEC 2004; Management For *Management Position Unknown
RESOLUTIONS RELATED THERETO
O.2 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management For *Management Position Unknown
AND APPROVE THEIR SALARY; RESOLUTIONS RELATED
THERETO
E.3 APPROVE THE STOCK OPTION PLAN TO INCREASE THE Management For *Management Position Unknown
STOCK CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE CHAIRMAN AND TO THE MANAGING
DIRECTORS OF THE COMPANY AFTER HAVING EMPOWERED
THE SHAREHOLDERS MEETING AS PER ARTICLE 2441,
4TH COMMA OF THE ITALIAN CIVIL CODE TO EMPOWER
THE BOARD OF DIRECTORS IN ORDER TO INCREASE THE
SHARE CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE COMPANY S AND ITS SUBSIDIARIES
EMPLOYEES; AMEND ARTICLE 8 OF THE BY-LAWS; RESOLUTIONS
RELATED THERETO
E.4 AMEND ARTICLE 20.1 OF THE BY-LAWS TO ESTABLISH Management For *Management Position Unknown
RESPONSIBILITIES IN ISSUING NON-CONVERTIBLE BOND
; RESOLUTIONS RELATED THERETO
ASTRAZENECA PLC AGM MEETING DATE: 04/28/2005
ISSUER: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For *Management Position Unknown
OF USD 0.295 16.0 PENCE, SEK 2.200 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECOND INTERIM DIVIDEND OF USD 0.645
34.3 PENCE SEK 4.497 PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For *Management Position Unknown
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITOR
5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 AS SPECIFIED
5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For *Management Position Unknown
SHARE PLAN THE PLAN AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
NECESSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN
AS THEY MAY CONSIDER NECESSARY IN RELATION TO
EMPLOYEES IN JURISDICTIONS OUTSIDE THE UK, WITH
SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATION, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE
TREATED AS COUNTING AGAINST THE RELEVANT LIMITS
ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
8. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For *Management Position Unknown
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES,
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDITURE
DURING THE PERIOD ENDING ON THE DATE THE OF THE
COMPANY S AGM IN 2006 PROVIDED THAT ANY SUCH
DONATIONS AND EXPENDITURE MADE BY THE COMPANY
TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY
WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING
IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For *Management Position Unknown
NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE USD 136,488,521
S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY ARTICLE 7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 89
AMOUNT SHALL BE USD 20,473,278
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES
OF USD 0.25 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105%
OF THE AVERAGE OF MIDDLE MARKET VALUES OF THE
COMPANY S ORDINARY SHARES 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 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 057224 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
LARRY D. BRADY Management For For
CLARENCE P. CAZALOT, JR Management Withheld Against
ANTHONY G. FERNANDES Management For For
J. LARRY NICHOLS Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
03 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Management For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY Shareholder For Against
VOTES PROTOCOL.
CT COMMUNICATIONS, INC. CTCI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 126426 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
O.C. CHEWNING, JR. Management For For
MICHAEL R. COLTRANE Management For For
LINDA M. FARTHING Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR FISCAL YEAR 2005.
D&E COMMUNICATIONS, INC. DECC ANNUAL MEETING DATE: 04/28/2005
ISSUER: 232860 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN AMOS Management For For
G. WILLIAM RUHL Management Withheld Against
W. GARTH SPRECHER Management Withheld Against
RICHARD G. WEIDNER Management For For
02 PROPOSAL TO AMEND AND RESTATE THE COMPANY S ARTICLES Management Against Against
OF INCORPORATION IN THE FORM ATTACHED TO THE
PROXY STATEMENT AS EXHIBIT I.
03 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
2005.
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC OGM MEETING DATE:
04/28/2005
ISSUER: D55535104 ISIN: DE0008430026
SEDOL: 4904409, 5294121, 7159239, 7389081
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE BE ADVISED THAT MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT 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
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTED Management For *Management Position Unknown
PROFIT OF EUR 459,160,466 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2 PER ENTITLED SHARE EUR
2,121,652 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND PAYABLE DATE: MAY TO 19 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 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, ON OR BEFORE 27 OCT 2006;THE
SHARES MAY BE ACQUIRED THROUGH THE STOCK EXCHANGE
AT A PRICE NEITHER MORE THAN 10% ABOVE NOR MORE
THAN 20% BELOW THE MARKET PRICE OF THE SHARES,
BY WAY OF A PUBLIC REPURCHASE OFFER TO ALL SHAREHOLDERS
OR BY MEANS OF A PUBLIC OFFER FOR THE EXCHANGE
OF LIQUID SHARES WHICH ARE ADMITTED TO TRADING
ON AN ORGANIZED MARKET AT A PRICE NOT DIFFERING
MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES,
AND BY USING CALL OR PUT OPTIONS IF THE EXERCISE
PRICE IS NEITHER MORE THAN 10% ABOVE NOR MORE
THAN 20% BELOW THE MARKET PRICE OF THE SHARES;
AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES IN CONNECTION WITH MERGERS
AND ACQUISITIONS, TO SELL THE SHARES TO THIRD
PARTIES AGAINST CASH PAYMENT IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR THE FULFILLMENT
OF CONVERTIBLE OR OPTION RIGHTS OR AS EMPLOYEE
SHARES, 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 ISSUE
BONDS OF UP TO EUR 3,000,000,000, CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY, ON OR BEFORE 27 APR 2010 SHAREHOLDERS
AND GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO BOND
HOLDERS, FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% OF ITS SHARE CAPITAL IF SUCH BONDS
ARE ISSUED AGAINST CASH PAYMENT AT A PRICE NOT
MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE,
AND FOR THE ISSUE OF BONDS AGAINST PAYMENT IN
KIND AND THE COMPANY S SHARE CAPITAL SHALL BE
INCREASED ACCORDINGLY BY UP TO EUR 100,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES,
INSOFAR AS CONVERTIBLE OR OPTION RIGHTS ARE EXERCISED
CONTINGENT CAPITAL 2005 ; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE REMUNERATION FOR SUPERVISORY BOARD MEMBERS
FROM THE FY 2005 ON, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 45,000, AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 36,000, THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THIS AMOUNT AND EACH MEMBER OF A COMMITTEE SHALL
RECEIVE AN ADDITIONAL 25% A COMMITTEE CHAIRMAN
50% OF THE FIXED ANNUAL REMUNERATION, AND THE
AUDIT COMMITTEE MEMBERS SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 2,000 FOR EVERY COMMITTEE MEETING
WHICH IS NOT HELD ON THE SAME DAY AS A SUPERVISORY
BOARD MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
PT MULTIMEDIA SERVICOS DE TELECOMUNICACOES E MULTIMEDIA SGPS SA, LISBOA AGM MEETING
DATE: 04/28/2005
ISSUER: X70127109 ISIN: PTPTM0AM0008 BLOCKING
SEDOL: 5811412, 5823990
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management For *Management Position Unknown
AND THE ACCOUNT FOR 2004
2. APPROVE THE CONSOLIDATED MANAGEMENT REPORT, THE Management For *Management Position Unknown
BALANCE SHEET AND THE ACCOUNTS FOR 2004Q
3. APPROVE THE APPROPRIATION OF NET INCOME Management For *Management Position Unknown
4. APPROVE THE APPRAISAL OF THE COMPANY S MANAGEMENT Management For *Management Position Unknown
AND INSPECTION
5. ELECT THE CHAIRMAN Management For *Management Position Unknown
6. APPROVE TO RATIFY THE CO-OPTATION OF THE DIRECTORS Management For *Management Position Unknown
7. APPROVE THE ACQUISITION AND SALE OF THE COMPANY Management For *Management Position Unknown
S OWN SHARES
8. APPROVE THE AMENDMENT OF NUMBER 2 AND THE ADDING Management For *Management Position Unknown
OF A NUMBER 3 TO ARTICLE 4, AMENDMENT OF NUMBER
2 AND THE ADDING OF A NUMBER 3 TO ARTICLE 7 AND
THE AMENDMENT OF NUMBER 2,3,4 AND THE ADDING
OF A NUMBER 11 TO ARTICLE 12 OF THE BY-LAWS
9. APPROVE THE SHARE BUY BACK PROGRAMME AND THE Management For *Management Position Unknown
REDUCTION OF THE SHARE CAPITAL AND NOTABLY ON
THE REDUCTION OF UP TO EUR 7.844.846, FOR THE
PURPOSE OF RELEASING EXCESS CAPITAL BY CANCELING
UP TO 15,689,692 OWN SHARES TO BE ACQUIRED SUBSEQUENT
TO THE EXECUTION OF THE RESOLUTION, IN ADDITION
TO CORRESPONDING RESOLUTIONS RELATING TO RESERVES
AND THE AMENDMENT TO THE ARTICLES OF ASSOCIATION
FURTHER TO THE RESOLUTION ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION
10. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management For *Management Position Unknown
AND THE OTHER SECURITIES
* PLEASE NOTE THAT THE MEETING HELD ON 30 MAR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO A REQUEST FROM MAJOR
SHAREHOLDER AND THAT THE SECOND CONVOCATION WILL
BE HELD ON 28 APR 2005. PLEASE ALSO NOTE THE
NEW CUTOFF DATE 14 APR 2005. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
SCOTTISH & NEWCASTLE PLC AGM MEETING DATE: 04/28/2005
ISSUER: G79269117 ISIN: GB0007839698
SEDOL: 0783969, 4783738, 5848034
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YEAR TO 31 DEC 2004
2. ADOPT THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
3. DECLARE A DIVIDEND Management For *Management Position Unknown
4. RE-APPOINT DR. N.C. BAIN AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. H.V.L THERMAN AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
8. AUTHORIZE THE BOARD TO SET THE REMUNERATION OF Management For *Management Position Unknown
THE AUDITORS
9. APPROVE THAT, IN SUBSTITUTION FOR ALL EXITING Management For *Management Position Unknown
AUTHORITIES, THE AUTHORITY CONFERRED ON THE DIRECTORS
BY THE ARTICLE 11 (C) (1) OF THE COMPANY S ARTICLES
OF ASSOCIATION IN RELATION TO THE ALLOTMENT OF
RELEVANT SECURITIES UP TO A NOMINAL AMOUNT, AS
SPECIFIED AS THE SECTION 80 AMOUNT, BE EXERCISABLE
FOR THE PERIOD ENDING ON THE DATE OF THE NEXT
AGM OR ON 27 JUL 2006, WHICHEVER IS THE EARLIER,
AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL
BE GBP 34,000,000
S.10 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For *Management Position Unknown
9, THE POWER CONFERRED ON THE DIRECTORS BY ARTICLE
11(C)(2) OF THE COMPANY S ARTICLES OF ASSOCIATION
IN RELATION TO THE ALLOTMENT OF EQUITY SECURITIES
WHOLLY FOR CASH IN CONNECTION WITH A RIGHTS ISSUE,
AND ALSO UP TO A NOMINAL AMOUNT, SPECIFIED AS
THE SECTION 89 AMOUNT, BE EXERCISABLE FOR THE
PERIOD ENDING ON THE DATE OF THE NEXT AGM OR
ON 27 JUL 2006, WHICH EVER IS THE EARLIER, AND
FOR SUCH PERIOD THE SECTION 89 AMOUNT BE GBP
8,900,000; THE SALE OF TREASURY SHARES FOR CASH
SHALL BE TREATED AS AN ALLOTMENT OF EQUITY SECURITIES
FOR THE PURPOSE OF ARTICLE 11(C)(2) AND THE DISAPPLICATION
OF PRE-EMPTION RIGHTS IN THIS RESOLUTION 10 SHALL
EXTEND TO SALE OF TREASURY SHARES FOR CASH
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF UP TO
89,000,000 ORDINARY SHARES OF 20P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EQUAL
TO THE NOMINAL VALUE AND NOT MORE THAN 105% OF
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS OF
THE COMPANY S SHARES 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 NEXT AGM
OF THE COMPANY OR 27 JUL 2006 ; IN RELATION
TO THE PURCHASE OF SHARES THE CONTRACT FOR WHICH
WAS CONCLUDED BEFORE THE EXPIRING OF SUCH AUTHORITY
AND WHICH MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY UNLESS SUCH AUTHORITY IS RENEWED
PRIOR TO SUCH TIME
TOTAL SA MIX MEETING DATE: 04/28/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
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.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
17 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
O.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT MR. LORD LEVENE OF PORTSOKEN KBE AS A Management For *Management Position Unknown
DIRECTOR FOR A PERIOD OF 3 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVING PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
BAYER AG, LEVERKUSEN OGM MEETING DATE: 04/29/2005
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT; AND APPROVE THE APPROVE
THE APPROPRIATION OF THE DISTRIBUTED PROFIT ;
DISTRIBUTED PROFIT OF EUR 401,688,056 SHALL BE
APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND
OF EUR 0.55 PER NO-PAR SHARE EX-DIVIDEND; PAYABLE
DATE BE 02 MAY 2005
2. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management For *Management Position Unknown
4.1 ELECT DR. RER. POL., DIPL.-KFM. KLAUS KLEINFELD Management For *Management Position Unknown
AS AN ORDINARY MEMBER OF THE SUPERVISORY BOARD
4.2 ELECT PROF. DR.-ING. DR. H.C. EKKEHARD D. SCHULZ Management For *Management Position Unknown
AS AN ODINARY MEMBER TO THE SUPERVISORY BOARD
4.3 ELECT JOCHEN APPELL AS AN ALTERNATIVE MEMBER Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4.4 ELECT DR. HANS-DIRK KREKELER AS AN ALTERNATIVE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
5. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF SUPERVISORY BOARD RECEIVING
A FIXED ANNUAL REMUNERATION OF EUR 60,000 AND
A VARIABLE REMUNERATION OF EUR 2,000 FOR EVERY
EUR 50,000,000 OR PART THEREOF BY WHICH THE GROSS
CASH FLOW AS REPORTED IN THE CONSOLIDATED GROUP
FINANCIAL STATEMENTS OF THE RECENT FY EXCEEDS
EUR 3,100,000,000
6. AMEND SECTION 14, SECTION 15(1), SECTION 15(2), Management For *Management Position Unknown
AND SECTION 15(3) OF THE ARTICLES OF ASSOCIATION
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE
7. AUTHORIZE THE MANAGEMENT DIRECTORS TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY UP TO 10% OF ITS SHARE
CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
28 OCT 2006; 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
AGAINST PAYMENT IN CASH, TO USE THE SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS OR WITHIN
THE SCOPE OF THE COMPANY S STOCK OPTION PLANS;
AND TO RETIRE THE SHARES
8. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE YEAR 2005
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
PEARSON PLC AGM MEETING DATE: 04/29/2005
ISSUER: G69651100 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For *Management Position Unknown
OF THE DIRECTORS OF THE COMPANY DIRECTORS AND
AUDITORS OF THE COMPANY AUDITORS FOR YE 31
DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
AS RECOMMENDED BY THE DIRECTORS
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For *Management Position Unknown
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For *Management Position Unknown
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; 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
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For *Management Position Unknown
CAPITAL OF THE COMPANY OF GBP 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For *Management Position Unknown
BOARD , PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 PASSED
AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89(1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END 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
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 04/29/2005
ISSUER: 948626 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND DEBBANE Management For For
JONAS M. FAJGENBAUM Management For For
JOHN F. BARD Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
UNICREDITO ITALIANO SPA, GENOVA OGM MEETING DATE: 04/30/2005
ISSUER: T95132105 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712, B020SH0
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
01 MAY 2005 AND A THIRD CALL ON 02 MAY 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIX MEETINH. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2004 TOGETHER WITH THE BOARD OF DIRECTORS, THE
INTERNAL AND THE EXTERNAL AUDITORS REPORTS;
THE CONSOLIDATED BALANCE SHEET REPORTS AND THE
SOCIAL AND THE ENVIRONMENTAL REPORT
O.2 APPROVE THE PROFIT ALLOCATION Management For *Management Position Unknown
O.3 APPOINT THE DIRECTORS AFTER STATING THEIR NUMBER Management Against *Management Position Unknown
FOR THE FINANCIAL YEARS 2005-2007 WITH TERM IN
OFFICE EXPIRING AT THE MEETING CALLED TO APPROVE
THE 2007 BALANCE SHEET REPORTS
O.4 APPROVE THE BOARD OF DIRECTORS AND THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE ANNUAL EMOLUMENT, AS PER ARTICLE 26
OF THE BY-LAW
O.5 AUTHORIZE UNICREDITO ITALIANO S.P.A. TO JOIN Management Against *Management Position Unknown
THE EUROPEAN ECONOMIC INTEREST GROUPING CALLED,
GLOBAL DEVELOPMENT, AS PER ARTICLE 2361 COMMA
2, OF THE ITALIAN CIVIL CODE
O.6 APPROVE TO TAKE ON SAVINGS SHAREHOLDERS REPRESENTATIVE Management For *Management Position Unknown
S EMOLUMENT
E.1 APPROVE THE MERGER BY INCORPORATION OF BANCA Management For *Management Position Unknown
DELL UMBRIA 1462 S.P.A. AND CASSA RISPARMIO CARPI
S.P.A. INTO UNICREDITO ITALIANO S.P.A.; AMEND
THE BY-LAW
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/03/2005
ISSUER: 30744P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. GIBBS Management For For
EDWARD J. SMITH Management For For
GARDNER DENVER, INC. GDI ANNUAL MEETING DATE: 05/03/2005
ISSUER: 365558 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD G. BARGER, JR. Management For For
RAYMOND R. HIPP Management For For
DAVID D. PETRATIS Management For For
02 TO APPROVE THE COMPANY S EXECUTIVE ANNUAL BONUS Management For For
PLAN.
THE DUN & BRADSTREET CORPORATION DNB ANNUAL MEETING DATE: 05/03/2005
ISSUER: 26483E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
STEVEN W. ALESIO Management For For
RONALD L. KUEHN, JR. Management For For
NAOMI O. SELIGMAN Management For For
MICHAEL J. WINKLER Management For For
02 RATIFY SELECTION OF INDEPENDENT AUDITORS. Management For For
03 APPROVE THE AMENDED AND RESTATED THE DUN & BRADSTREET Management Against Against
CORPORATION 2000 STOCK INCENTIVE PLAN.
04 APPROVE THE AMENDED 2000 DUN & BRADSTREET CORPORATION Management Against Against
NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN.
ALLIANZ AG, MUENCHEN OGM MEETING DATE: 05/04/2005
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
5.1 RE-ELECT MR. IGOR LANDAU AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5.3 RE-ELECT MR. FRANZ FEHRENBACH AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.5 RE-ELECT DR. ALBRECHT SCHAEFER AS A SUBSTITUTE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE REMUNERATION FOR THE SUPERVISORY BOARD
AS FOLLOWS: FROM THE 2005 FINANCIAL YEAR ON,
EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE
A FIXED ANNUAL REMUNERATION OF EUR 50,000, A
SHORT-TERM PROFIT-RELATED REMUNERATION OF UP
TO EUR 24,000, AND A LONG-TERM PROFIT-RELATED
REMUNERATION OF UP TO EUR 24,000, THE CHAIRMAN
SHALL RECEIVE TWICE, AND THE DEPUTY CHAIRMAN
ONE AND A HALF TIMES, THESE AMOUNTS; COMMITTEE
MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE AND AUDIT COMMITTEE SHALL RECEIVE
AN ADDITIONAL REMUNERATION OF 25% COMMITTEE
CHAIRMEN 50% OF THE ABOVE THE ABOVE MENTIONED
REMUNERATION, MEMBERS OF THE AUDIT COMMITTEE
A FIXED ANNUAL REMUNERATION OF EUR 30,000 THE
CHAIRMAN OF THE AUDIT COMMITTEE EUR 45,000 ,
EACH MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF
EUR 500 PER SUPERVISORY BOARD MEETING AND COMMITTEE
MEETING; SHOULD SEVERAL MEETINGS BE HELD ON THE
SAME DAY OR ON CONSECUTIVE DAYS, THE ATTENDANCE
FEE WILL BE PAID ONLY ONCE
8. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 WAY
OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20 %; FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 03 NOV 2006; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THROUGH THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES,
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY OR ITS AFFILIATES, AND TO RETIRE
THE SHARES
5.2 RE-ELECT PROFESSOR. DR. DENNIS J. SNOWER AS AN Management For *Management Position Unknown
OFFICER TO THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE NEW PROFIT-SHARING CERTIFICATES OF UP TO
EUR 10,000,000, IN ORDER TO SECURE THE SUBSCRIPTION
RIGHTS OF HOLDERS OF PROFIT-SHARING CERTIFICATES,
ON OR BEFORE 03 MAY 2010; THE CAPITAL REPRESENTED
BY THE PROFIT-SHARING CERTIFICATES SHALL BE INCREASED
IN ACCORDANCE WITH ANY INCREASE OF THE SHARE
CAPITAL, HOLDERS OF PROFIT-SHARING CERTIFICATES
BEING GRANTED SUBSCRIPTION RIGHTS FOR NEW CERTIFICATES
* 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.
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 852,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.75 PER NO-PAR SHARES;
EUR 177,635,811.25 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE
DATE: 05 MAY 2005 PAYABLE DATE: 06 MAY 2005
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5.4 RE-ELECT DR. FRANZ B. HUMER AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.6 RE-ELECT DR. JUERGEN THAN AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. GRANT AUTHORITY TO ACQUIRE OWN SHARES FOR PURPOSES Management For *Management Position Unknown
OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST
SHALL BE AUTHORIZED TO ACQUIRE AND SELL SHARES
OF THE COMPANY, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 03 NOV 2006; THE TRADING PORTFOLIO
OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL
NOT EXCEED 5% OF THE COMPANY S SHARE CAPITAL
AT THE END OF ANY DAY
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 023551 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. HOLIDAY Management For For
J.J. O'CONNOR Management For For
F.B. WALKER Management For For
R.N. WILSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2005.
AMN HEALTHCARE SERVICES, INC. AHS ANNUAL MEETING DATE: 05/04/2005
ISSUER: 001744 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT B. HAAS Management For For
STEVEN C. FRANCIS Management For For
SUSAN R. NOWAKOWSKI Management For For
WILLIAM F. MILLER III Management For For
ANDREW M. STERN Management For For
DOUGLAS D. WHEAT Management For For
KENNETH F. YONTZ Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
AQUILA, INC. ILA ANNUAL MEETING DATE: 05/04/2005
ISSUER: 03840P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
HERMAN CAIN Management Withheld Against
PATRICK J. LYNCH Management For For
NICHOLAS J. SINGER Management For For
CSX CORPORATION CSX ANNUAL MEETING DATE: 05/04/2005
ISSUER: 126408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. BAILEY Management For For
SEN. J.B. BREAUX Management For For
E.J. KELLY, III Management For For
R.D. KUNISCH Management For For
S.J. MORCOTT Management For For
D.M. RATCLIFFE Management For For
C.E. RICE Management For For
W.C. RICHARDSON Management For For
F.S. ROYAL, M.D. Management For For
D.J. SHEPARD Management For For
M.J. WARD Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING NON-DEDUCTIBLE Shareholder Against For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE. Shareholder For Against
ONLINE RESOURCES CORPORATION ORCC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 68273G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. WASHECKA Management For For
STEPHEN S. COLE Management For For
JOSEPH J. SPALLUTO Management For For
02 PROPOSAL TO AMEND THE COMPANY S CERTIFICATE OF Management Against Against
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND ELIMINATE THE EXISTENCE
OF THE COMPANY S SERIES A CONVERTIBLE PREFERRED
STOCK.
03 PROPOSAL TO APPROVE AND ADOPT THE COMPANY S 2005 Management Against Against
RESTRICTED STOCK AND OPTION PLAN.
04 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, 2005.
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 216640 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PETER J. FLUOR Management For For
DAVID ROSS III Management For For
BRUCE W. WILKINSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
03 VOTE ON MANAGEMENT INCENTIVE COMPENSATION PLAN. Management For For
04 VOTE ON 2005 EQUITY INCENTIVE PLAN. Management For For
EMC CORPORATION EMC ANNUAL MEETING DATE: 05/05/2005
ISSUER: 268648 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MICHAEL J. CRONIN Management For For
W. PAUL FITZGERALD Management Withheld Against
JOSEPH M. TUCCI Management For For
02 PROPOSAL 2 - TO APPROVE AMENDMENTS TO THE EMC Management For For
CORPORATION 2003 STOCK PLAN TO INCREASE BY 100,000,000
THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN,
AND INCREASE THE NUMBER OF SHARES WHICH MAY BE
ISSUED PURSUANT TO AWARDS OF RESTRICTED STOCK
AND/ OR RESTRICTED STOCK UNITS TO 30% OF THE
TOTAL AUTHORIZED SHARES UNDER THE PLAN, AS DESCRIBED
IN EMC S PROXY STATEMENT.
03 PROPOSAL 3 - TO RATIFY THE SELECTION BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS
LLP AS EMC S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
04 PROPOSAL 4 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder For Against
RELATING TO PERFORMANCE-BASED STOCK OPTIONS,
AS DESCRIBED IN EMC S PROXY STATEMENT.
05 PROPOSAL 5 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder Against For
RELATING TO EMC S AUDIT COMMITTEE, AS DESCRIBED
IN EMC S PROXY STATEMENT.
ENGELHARD CORPORATION EC ANNUAL MEETING DATE: 05/05/2005
ISSUER: 292845 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BARRY W. PERRY Management For For
DOUGLAS G. WATSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
LIBBEY INC. LBY ANNUAL MEETING DATE: 05/05/2005
ISSUER: 529898 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM A. FOLEY Management For For
DEBORAH G. MILLER Management For For
TERENCE P. STEWART Management For For
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 599902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK J. LEVIN Management Withheld Against
A. GRANT HEIDRICH, III Management For For
KENNETH E. WEG Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
RECKITT BENCKISER PLC AGM MEETING DATE: 05/05/2005
ISSUER: G7420A107 ISIN: GB0007278715
SEDOL: 0727871, 5861268
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For *Management Position Unknown
FY 2004, WHICH ENDED ON 31 DEC 2004 AND THE REPORTS
OF THE DIRECTORS AND AUDITORS THEREON
2. APPROVE THE DIRECTOR S REMUNERATION REPORT AND Management For *Management Position Unknown
THAT PART OF THE REPORT OF THE AUDITORS WHICH
REPORTS THEREON
3. APPROVE A FINAL DIVIDEND OF 18P PER ORDINARY Management For *Management Position Unknown
SHARE BE PAID ON 26 MAY 2005 TO ALL ORDINARY
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF
BUSINESS ON 04 MAR 2005
4. RE-ELECT MR. ADRIAN BELLAMY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION
5. RE-ELECT MR. GEORGE GREENER AS A DIRECTOR, UNDER Management For *Management Position Unknown
COMBINED CODE PROVISION A.7.2
6. ELECT MR. GRAHAM MACKAY AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For *Management Position Unknown
FOR ALL EXISTING AUTHORITIES, TO ALLOT RELEVANT
SECURITIES WITHIN THE MEANING OF SECTION 80
OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 25,438,000 AUTHORITY EXPIRES
5 YEARS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
WITHIN THE MEANING OF SECTION 94 OF THAT ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
SAID ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES
IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS
AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP
3,815,000 AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY AND AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION OF THE
COMPANY AS PER SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF ORDINARY SHARES
OF 10 10/19P EACH IN THE CAPITAL OF THE COMPANY
(A) THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH
MAY PURCHASED IS 72,500,000 ORDINARY SHARES
REPRESENTING LESS THAN 10% OF THE COMPANY S ISSUED
ORDINARY SHARE CAPITAL AS AT 06 MAR 2005 ; (B)THE
MAXIMUM PRICE AT WHICH ORDINARY SHARES MAY BE
PURCHASED IS AN AMOUNT EQUAL TO 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE
ORDINARY SHARES AS TAKEN FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 04 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY; (D) ORDINARY SHARES CANCELLED
IMMEDIATELY UPON COMPLETION OF THE PURCHASE OR
TRANSFERRED OR OTHERWISE DEALT WITH AS TREASURY
SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT 1985
11. APPROVE A) THE RECKITT BENCKISER 2005 SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, AS SPECIFIED IN THE NOTICE
OF THE 2005 AGM DATED 06 APR 2005 AND IN THE
FORM OF THE DRAFT RULES PRODUCED TO THE MEETING
BE AND IS HEREBY ADOPTED AND THAT THE DIRECTORS
OR A COMMITTEE OF THE BOARD OF DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAME
INCLUDING ANY CONSEQUENTIAL AMENDMENTS TO OBTAIN
THE APPROVAL OF THE INLAND REVENUE UNDER THE
PROVISIONS OF PART 6, CHAPTER 7 AND SCHEDULE
3 TO THE INCOME TAX (EARNINGS AND PENSIONS) ACT
2003 AND B) THE DIRECTORS BE AUTHORIZED TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF
THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT
BE COUNTED IN A QUORUM OR VOTE IN RESPECT OF
HIS OWN PARTICIPATION AND ANY PROHIBITION ON
VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY BE AND IS HEREBY RELAXED ACCORDINGLY
12. APPROVE A) THE RECKITT BENCKISER 2005 GLOBAL Management For *Management Position Unknown
STOCK PROFIT PLAN IN THE NOTICE OF THE 2005 AGM
DATED 06 APR 2005, AND IN THE FORM OF THE DRAFT
RULES PRODUCED TO THE MEETING BE ADOPTED AND
THAT THE DIRECTORS, OR A COMMITTEE OF THE BOARD
OF DIRECTORS, BE AUTHORIZED TO DO ALL ACTS AND
THINGS NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT
OR GIVE EFFECT TO THE SAME AND B) THE DIRECTORS
BE AUTHORIZED TO VOTE AND BE COUNTED IN THE QUORUM
ON ANY MATTER CONNECTED WITH THE PLAN REFERRED
TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT
THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM
OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE RELAXED
ACCORDINGLY
13. APPROVE A) THE RECKITT BENCKISER 2005 USA SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, IN THE NOTICE OF THE 2005
AGM DATED 06 APR 2005, AND IN THE FORM OF THE
DRAFT RULES PRODUCED TO THE MEETING BE ADOPTED
AND THAT THE DIRECTORS BE AUTHORIZED TO DO ALL
ACTS AND THINGS NECESSARY OR DESIRABLE TO AMEND,
IMPLEMENT, OR GIVE EFFECT TO THE SAME AND (B)
THE DIRECTORS BE AUTHORIZED TO VOTE AND BE COUNTED
IN THE QUORUM ON ANY MATTER CONNECTED WITH THE
PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION
EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN
A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE ACCORDINGLY
14. AMEND THE RULES OF THE RECKITT BENCKISER SENIOR Management For *Management Position Unknown
EXECUTIVE SHARE OWNERSHIP POLICY PLAN OF THE
NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND
IN THE FORM OF THE DRAFT RULES PRODUCED TO THE
MEETING, AND THAT THE DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO CARRY IT INTO EFFECT
SECURE COMPUTING CORPORATION SCUR ANNUAL MEETING DATE: 05/09/2005
ISSUER: 813705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ERIC P. RUNDQUIST Management For For
ALEXANDER ZAKUPOWSKY JR Management For For
02 TO APPROVE AN AMENDMENT TO THE 2002 STOCK OPTION Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE BY 1,500,000 SHARES.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
SOCIETE GENERALE MIX MEETING DATE: 05/09/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
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
220981 DUE TO CHANGE IN THE MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
* 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:
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
O.3 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY 31 DEC 2004
O.4 APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
LULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICHARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
E.9 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.10 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL, SUBJECT TO THE NOMINAL LIMIT
OF EUR 300 MILLION FOR CAPITAL INCREASES WITHOUT
PREEMPTIVE SUBSCRIPTION RIGHTS AUTHORIZED BY
THE GENERAL MEETING OF 29 APR 2004 IN ITS 12
RESOLUTION; AUTHORITY EXPIRES AT THE END OF
14 MONTHS
O.13 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Abstain *Management Position Unknown
AMEND THE ARTICLE 14 OF THE BY-LAWS ANY PROVISION
RESTRICTING THE VOTING RIGHTS THAT A SHAREHOLDER
MAY EXERCISE AT A GENERAL MEETING
BELO CORP. BLC ANNUAL MEETING DATE: 05/10/2005
ISSUER: 080555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANCE A. CORDOVA, PH.D Management For For
ROBERT W. DECHERD Management For For
LAURENCE E. HIRSCH Management For For
M. ANNE SZOSTAK Management For For
J. MCDONALD WILLIAMS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/10/2005
ISSUER: 346091 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FORREST E. HOGLUND Management For For
JAMES H. LEE Management For For
02 PROPOSAL TO APPROVE AN ADDITIONAL 175,000 SHARES Management For For
FOR ISSUANCE UNDER THE 1999 EMPLOYEE STOCK PURCHASE
PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2005.
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/10/2005
ISSUER: N14952225 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 2004
3.A APPROVE THE ANNUAL ACCOUNTS OF 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. GRANT DISCHARGE THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. GRANT DISCHARGE THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPROVE THE RESERVE AND DIVIDEND POLICY Management For *Management Position Unknown
7.A APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
7.B APPROVE THE DIVIDEND Management For *Management Position Unknown
8. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
9. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
AUDIT COMMITTEE AND THE COMMITTEE OF THE SUPERVISORY
BOARD
10. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY
11. TRANSACT ANY OTHER BUSINESS Other For *Management Position Unknown
12. CLOSING Non-Voting *Management Position Unknown
MONEYGRAM INTERNATIONAL, INC. ANNUAL MEETING DATE: 05/10/2005
ISSUER: 60935Y ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDITH K. HOFER Management For For
ROBERT C. KRUEGER Management For For
PHILIP W. MILNE Management For For
02 APPROVE THE MONEYGRAM INTERNATIONAL, INC. 2005 Management For For
OMNIBUS INCENTIVE PLAN.
03 RATIFY AND APPROVE THE REAPPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
QUEBECOR WORLD INC. IQW ANNUAL MEETING DATE: 05/10/2005
ISSUER: 748203 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 ELECTION OF DIRECTORS AS OUTLINED IN THE ACCOMPANYING Management For For
INFORMATION CIRCULAR
02 APPOINTMENT OF KPMG LLP AS AUDITORS AND AUTHORIZATION Management For For
OF THE DIRECTORS TO FIX THEIR REMUNERATION
03 THE SOLE SHAREHOLDER PROPOSAL TO BE VOTED ON Management For *Management Position Unknown
AS SET OUT IN SCHEDULE C TO THE ACCOMPANYING
INFORMATION CIRCULAR
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM ANNUAL MEETING DATE: 05/10/2005
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Management For For
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2004 Management For For
PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK DIVIDENDS Management For For
AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Management For For
VIASYS HEALTHCARE INC. VAS ANNUAL MEETING DATE:
05/10/2005
ISSUER: 92553Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SANDER A. FLAUM Management For For
THOMAS W. HOFMANN Management For For
KIRK E. GORMAN Management For For
CROSS COUNTRY HEALTHCARE, INC. CCRN ANNUAL MEETING DATE: 05/11/2005
ISSUER: 227483 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH A. BOSHART Management For For
EMIL HENSEL Management For For
W. LARRY CASH Management For For
C. TAYLOR COLE JR. Management For For
THOMAS C. DIRCKS Management For For
ERIC T. FRY Management For For
M. FAZLE HUSAIN Management For For
JOSEPH SWEDISH Management For For
JOSEPH TRUNFIO Management For For
02 PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/11/2005
ISSUER: 319963 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALISON DAVIS Management For For
JAMES D. ROBINSON III Management For For
BERNARD L. SCHWARTZ Management For For
ARTHUR F. WEINBACH Management For For
02 THE APPROVAL OF AN INCREASE IN THE NUMBER OF Management For For
SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
STOCK PURCHASE PLAN BY 6,000,000 SHARES OF THE
COMPANY S COMMON STOCK.
03 THE APPROVAL OF AMENDMENTS TO THE COMPANY S SENIOR Management For For
EXECUTIVE INCENTIVE PLAN.
04 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2005.
05 SHAREHOLDER PROPOSAL ON JOB LOSS AND DISLOCATION Shareholder Against For
IMPACT STATEMENT.
06 SHAREHOLDER PROPOSAL ON DIRECTOR LIABILITY. Shareholder Against For
L'AIR LIQUIDE MIX MEETING DATE: 05/11/2005
ISSUER: F01764103 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832, B01DBK4, B03XPC2
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:
* PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 11
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
1. RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE GENERAL REPORT OF THE STATUTORY AUDITORS,
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING; AND PROFIT FOR
THE FY: EUR 383,892,802.00
2. RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE STATUTORY AUDITORS, AND APPROVES THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
3. APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE WITH REGARDS TO THE PROFITS; THE SHAREHOLDERS
RECEIVE A NET DIVIDEND OF EUR 3.50 PER SHARE,
IT WILL BE PAID ON 17 MAY 2005, AS REQUIRED BY
LAW; THE TOTAL AMOUNT OF THE LOYALTY DIVIDEND,
FOR THE 25,876,746 SHARES REGISTERED CONTINUOUSLY
UNDER A NON-TRANSFERABLE FORM, FROM 31 DEC 2002
TILL 31 DEC 2004, AMOUNTED TO EUR 9,056,861.00;
THE TOTAL OF THE LOYALTY DIVIDEND CORRESPONDING
TO THE 25,876,746 SHARES SOLD BETWEEN 01 JAN
2005 AND 17 MAY 2005, WILL BE DEDUCTED FROM THIS
AMOUNT; AUTHORIZE THE EXECUTIVE COMMITTEE TO
WITHDRAW FROM THE CARRY FORWARD ACCOUNT, THE
NECESSARY SUMS TO PAY THE DIVIDEND SET HERE-ABOVE
4. AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 220.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE OGM OF 12 MAY 2004; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management For *Management Position Unknown
ALAIN JOLY AS A MEMBER THE SUPERVISORY BOARD
UNTIL THE OGM WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2008
6. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. LINDSAY OWEN-JONES AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
7. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. THIERRY DESMAREST AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
8. APPOINTS MR. M. THIERRY PEUGEOT AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL
DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS
FOR FY 2008
9. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE AND THE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
10. GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 24MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE EGM OF 12 MAY 2004; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
11. 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 FORMALITIES AND REGISTRATIONS PRESCRIBED
BY LAW
SMEDVIG ASA AGM MEETING DATE: 05/11/2005
ISSUER: R80454102 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* 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 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 THE SMEDVIG GROUP AND Management For *Management Position Unknown
SMEDVIG ASA; A DIVIDEND OF NOK 1.50 PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS FOR 2004
5. APPROVE THE AUDITOR S FEE FOR 2004 Management For *Management Position Unknown
6. ELECT 2 MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
INCENTIVE PROGRAMS FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. APPROVE THE CANCELLATION OF HOLDING OF CLASS Management For *Management Position Unknown
A SHARES/REDUCTION OF THE SHARE CAPITAL
10. GRANT AUTHORITY TO AMEND PARAGRAPH 3 IN THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
UNILEVER PLC UL ANNUAL MEETING DATE: 05/11/2005
ISSUER: 904767 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR Management For For
ENDED DECEMBER 31, 2004.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
FOR THE YEAR ENDED DECEMBER 31, 2004.
03 TO DECLARE A DIVIDEND OF 12.82 PENCE ON THE ORDINARY Management For For
SHARES.
04 DIRECTOR Management For
PJ CESCAU Management For For
CJ VAN DER GRAAF Management For For
RHP MARKHAM Management For For
RD KUGLER* Management For For
A BURGMANS 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
H KOPPER Management For For
LORD SIMON Management For For
J VAN DER VEER Management For For
17 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For For
OF THE COMPANY.
18 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For For
REMUNERATION.
19 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE Management For For
SHARES.
20 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For For
PRE-EMPTION RIGHTS.
21 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For For
ITS OWN SHARES.
22 TO CHANGE THE ARTICLES IN RELATION TO THE APPOINTMENT Management For For
OF A GROUP CHIEF EXECUTIVE.
23 TO CHANGE THE ARTICLES IN RELATION TO DIRECTORS Management For For
INDEMNIFICATION.
24 TO APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For For
PLAN 2005.
25 TO APPROVE THE UNILEVER PLC 2005 SHARESAVE PLAN. Management For For
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/12/2005
ISSUER: 012348 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
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
JUHANI PAKKALA Management For For
PAULA H.J CHOLMONDELEY Management For For
B APPROVAL OF THE ALBANY INTERNATIONAL CORP. 2005 Management Against Against
INCENTIVE PLAN
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 017361 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
H. FURLONG BALDWIN Management For For
ELEANOR BAUM Management For For
PAUL J. EVANSON Management For For
CYRUS F. FREIDHEIM, JR. Management For For
JULIA L. JOHNSON Management For For
TED J. KLEISNER Management For For
STEVEN H. RICE Management For For
GUNNAR E. SARSTEN Management For For
MICHAEL H. SUTTON Management For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL REQUIRING MANAGEMENT TO Shareholder For Against
RETAIN STOCK.
04 STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shareholder For Against
BOARD CHAIRMAN.
05 STOCKHOLDER PROPOSAL TO DISCOURAGE ANY OVEREXTENDED Shareholder Against For
DIRECTORS.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
OPTIONS.
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE: 05/12/2005
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED Management *Management Position Unknown
FINANCIAL STATEMENTS, ALONG WITH THE MANAGEMENT
REPORT OF THE EXECUTIVE BOARD AND THE REPORT
OF THE SUPERVISORY BOARD
2. GRANT DISCHARGE THE MEMBERS OF THE EXECUTIVE Management *Management Position Unknown
BOARD
3. GRANT DISCHARGE THE MEMBERS OF THE SUPERVISORY Management *Management Position Unknown
BOARD
4. ELECT THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 7 OF THE GERMAN STOCK CORPORATION
ACT
6. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 8 OF THE GERMAN STOCK CORPORATION
ACT
7. AMEND THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
8. APPROVE THE ADDITION OF A NEW PARAGRAPH TO THE Management *Management Position Unknown
ARTICLES OF ASSOCIATION
9. AMENDMENT ARTICLE 2 OF THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
10. APPROVE THE SIGNING OF MANAGEMENT CONTROL AND Management *Management Position Unknown
PROFIT-AND-LOSS TRANSFER AGREEMENTS
11. APPROVE THE SIGNING OF A PROFIT-AND-LOSS TRANSFER Management *Management Position Unknown
AGREEMENT
12. ELECT THE AUDITOR FOR 2005 Management *Management Position Unknown
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE: 05/12/2005
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
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
146672 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.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 FY 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
4.1 ELECT MR. MAX DIETRICH KLEY AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT MR. GERHARD RANDA AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.3 ELECT DR. DIETHER MUENICH AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES AT PRICES NOT DEVIATING MORE THAN 10%
FROM THEIR AVERAGE MARKET PRICE, ON OR BEFORE
31 OCT 2006; THE TOTAL HOLDING OF SHARES ACQUIRED
FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL AT THE END OF ANY GIVEN DAY
9. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE OBJECT OF THE COMPANY BEING ADJUSTED IN
CONNECTION WITH THE NEW GERMAN PFANDBRIEF ACT
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN SHARES Management For *Management Position Unknown
OF UP TO 10% OF ITS SHARE CAPITAL, AT PRICES
NOT DEVIATING MORE THAN 10% FROM THE AVERAGE
MARKET PRICE OF THE SHARES, ON OR BEFORE 31 OCT
2006; THE BOARD OF MANAGING DIRECTORS BE AUTHORIZED
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR FOR THE FULFILMENT OF CONVERTIBLE
OR OPTION RIGHTS, AND TO RETIRE THE SHARES
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS UMAG AS FOLLOWS: SECTION
17(2), SECTION 18(1), SECTION 18(2)
8. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG AS FOLLOWS: SECTION 20(4)
10. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
HVB PAYMENTS + SERVICES GMBH AND HVB CONSULT
GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2010
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S WHOLLY-OWNED SUBSIDIARY BANKHAUS NEELMEYER
AG, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2009
12. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
BERLIN AND FRANKFURT AS THE AUDITORS FOR THE
2005 FY
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN AGM MEETING DATE: 05/12/2005
ISSUER: D12096109 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 FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004 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 418,614,024.04 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.62 PER ORDINARY SHARE
AND EUR 0.64 PER PREFERRED SHARE EX-DIVIDEND
AND PAYABLE DATE: 13 MAY 2005
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. ELECT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG Management For *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT,
MUNICH AS THE AUDITORS FOR THE YEAR 2005
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG , AS FOLLOWS: SECTION 16(3), REGARDING
THE NOTICE OF THE SHAREHOLDERS MEETING BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE IN
ACCORDANCE WITH THE STATUTORY PROVISIONS SECTION
17(1) AND (2), REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER SEVEN DAYS PRIOR TO THE SHARE HOLDERS
MEETING AND TO PROVIDE A PROOF, WRITTEN OR VIA
FAX IN GERMAN OR ENGLISH , OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 19(2), REGARDING
THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING
AUTHORIZED TO LIMIT THE TIME FOR QUEST IONS AND
ANSWERS AT THE SHAREHOLDERS MEETING
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN ORDINARY Management For *Management Position Unknown
OR PREFERRED SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NOT DEVIATING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, EFFECTIVE
FROM 01 JUN 2005 UNTIL 11 NOV 2006; AND AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO RETIRE THE
SHARES
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
COMPAGNIE GENERALE DE GEOPHYSIQUE MIX MEETING DATE: 05/12/2005
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO SET THE ISSUE Management Against *Management Position Unknown
PRICE IN CASE OF WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS UP TO 10% OF THE SHARE CAPITAL
E.5 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Against *Management Position Unknown
THE NUMBER OF SECURITIES ISSUED PURSUANT TO RESOLUTIONS
13 AND 14
E.6 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO INCREASE THE SHARE CAPITAL BY THE WAY OF THE
INTEGRATION OF THE RESERVES, THE PROFITS OR THE
PREMIUMS
E.7 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL UP TO 10% WITH A VIEW
TO REMUNERATE THE CONTRIBUTIONS IN KIND
E.8 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY THE WAY OF THE
ISSUE OF SHARES OR SECURITIES GIVING ACCESS TO
THE SHARE CAPITAL IN FAVOR OF MEMBERS
OF A COMPANY S SAVING SCHEME
E.9 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO ISSUE SECURITIES GIVING THE RIGHT TO THE ALLOTMENT
OF DEBT SECURITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management Against *Management Position Unknown
GRANT OPTIONS TO SUBSCRIBE OR TO PURCHASE SHARES
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY THE WAY OF THE CANCELLATION
OF SHARES PURCHASED UNDER THE TERMS OF THE AUTHORIZATION
TO REPURCHASE BY THE COMPANY ITS OWN SHARES
E.12 AMEND THE ARTICLE 7/2 OF THE ARTICLES OF ASSOCIATION Management Against *Management Position Unknown
RELATING TO THE DECLARATIONS OF THE STATUTORY
CROSSING THRESHOLDS
E.13 GRANT POWERS TO CARRY OUT FORMALITIES Management For *Management Position Unknown
O.5 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROBERT Management For *Management Position Unknown
SEMMEN
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JOHN Management For *Management Position Unknown
MAC WILLIAM
O.9 RATIFY THE COOPTATION OF MR. REMI DORVAL Management For *Management Position Unknown
O.10 APPROVE TO DETERMINE THE AMOUNT OF THE DIRECTORS Management For *Management Position Unknown
FEES ALLOCATED TO THE BOARD OF DIRECTORS FOR
THE FY 2005
O.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
PROCEED WITH THE PURCHASE OF THE COMPANY S SHARES
O.12 APPROVE THE AGREEMENTS GOVERNED BY THE ARTICLE Management For *Management Position Unknown
L225/38 OF THE COMMERCIAL LAW
E.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS
O.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS, AND THE FINANCIAL STATEMENTS
FOR THE FY 2004
E.2 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management For *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH RETENTION OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
E.3 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management Against *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH THE WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
* 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.2 APPROVE THE TRANSFER OF THE SUMS REGISTERED AT Management For *Management Position Unknown
THE LONG TERM CAPITAL GAINS SPECIAL RESERVE
TO AN OTHER RESERVES ACCOUNT
O.6 GRANT FULL DISCHARGE TO THE DIRECTORS Management For *Management Position Unknown
O.3 APPROVE THE ALLOCATION OF THE RESULTS Management For *Management Position Unknown
O.4 APPROVE THE DISCHARGE OF THE NEGATIVE BALANCE Management For *Management Position Unknown
OF THE BROUGHT FORWARD ACCOUNT BY DEDUCTION ON
THE CONTRIBUTIONS PREMIUM ACCOUNT
DIVERSA CORPORATION DVSA ANNUAL MEETING DATE:
ISSUER: 255064 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. PETER JOHNSON Management For For
MS. CHERYL WENZINGER Management For For
02 TO APPROVE THE COMPANY S 2005 NON-EMPLOYEE DIRECTORS Management Against Against
EQUITY INCENTIVE PLAN.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2005.
K2 INC. KTO ANNUAL MEETING DATE: 05/12/2005
ISSUER: 482732 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALFRED E. OSBORNE, JR. Management For For
DAN QUAYLE Management For For
EDWARD F. RYAN Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR 2005.
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
7. ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
9. ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management *Management Position Unknown
A PERIOD OF 3 YEARS
10. ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
12. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
13. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; BY
WAY OF CAPITALIZING ALL OR PART OF THE RESERVES,
PROFITS OR, PREMIUMS, PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN
NOT EXCEED THE AGGREGATE AMOUNT OF THE SUMS WHICH
CAN BE CAPITALIZED; THIS AMOUNT WILL BE ADDED
TO THE AMOUNT OF EUR 30,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
14. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, 18, 19 OR 20 SHALL
COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, 18, 19 OR 20 SHALL COUNT AGAINST
THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
16. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE MAXIMUM
NOMINAL VALUE OF THE CAPITAL INCREASES TO BE
CARRIED OUT UNDER THIS DELEGATION SHALL NOT EXCEED
EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 16, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
18. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY GRANTED ATTHE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, 17, 19 OR 20; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
20. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
BY MEANS OF A PUBLIC OFFERING, WITH THE ISSUE
OF ORDINARY SHARE OR ANY OTHER SECURITIES GIVING
ACCESS TO THE CAPITAL OR THE RIGHT TO A DEBT
SECURITY, WITHOUT THE SHAREHOLDERS PREFERRED
RIGHTS IN THE FAVOR OF CREDIT INSTITUTIONS OR
THE COMPANIES GOVERNED BY THE CODE OF INSURANCES;
THE MAXIMUM NOMINAL VALUE OF CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN THE RESOLUTIONS NUMBER 13, 14, 15,
17, 18 OR 19 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
* 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
3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
8. ELECT MR. DIEGO VALLE AS A DIRECTOR FOR A PERIOD Management *Management Position Unknown
OF 3 YEARS
19. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16,
17, 18 OR 20; AUTHORITY IS GIVEN FOR A PERIOD
OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
2. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
6. ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management *Management Position Unknown
AND THE STATUTORY AUDITORS;APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
4. ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
5. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, APART FROM THE DIVIDEND
OF EUR 0.125 ALREADY PAID, WILL BE PAID ON 18
MAY 2005; IN THE EVENT THAT THE COMPANY HOLDS
SOME OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT
OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE
ALLOCATED TO THE RETAINED EARNINGS ACCOUNT
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY GRANTED AT THE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, OR 18; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16
OR 17; AUTHORITY IS GIVEN FOR A PERIOD OF 38
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting *Management Position Unknown
NUMBERING. 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.
O.5 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, WILL BE PAID ON 18 MAY
2005; IN THE EVENT THAT THE COMPANY HOLDS SOME
OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF
THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED
TO THE RETAINED EARNINGS ACCOUNT
O.6 ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.7 ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 ELECT MR. DIEGO DELLA VALLE AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.9 ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.10 ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, OR 18,
SHALL COUNT AGAINST THIS AMOUNT; BY WAY OF CAPITALIZING
ALL OR PART OF THE RESERVES, PROFITS OR, PREMIUMS,
PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED
BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT
THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE
OF THE PAR VALUE OF THE EXISTING SHARES, BY A
MAXIMUM NOMINAL AMOUNT, WHICH CAN NOT EXCEED
THE AGGREGATE AMOUNT OF THE SUMS WHICH CAN BE
CAPITALIZED; THIS AMOUNT WILL BE ADDED TO THE
AMOUNT OF EUR 30,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, OR 18 SHALL COUNT
AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, OR 18 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17 OR 18
SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 227087, DUE TO THE CANCELLATION OF 2 RESOLUTIONS
AND SOME RESOLUTIONS BEING MODIFIED. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.4 ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management For *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 74153Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
ROBERT L. BARBANELL Management For For
PAUL A. BRAGG Management For For
DAVID A.B. BROWN Management For For
J.C. BURTON Management For For
ARCHIE W. DUNHAM Management For For
RALPH D. MCBRIDE Management Withheld Against
DAVID B. ROBSON Management For For
02 APPROVAL OF AN AMENDMENT TO THE COMPANY S EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE THEREUNDER BY 600,000.
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN OGM MEETING
DATE: 05/12/2005
ISSUER: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185, B02NV69
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004 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
OF THE PROFIT OF EUR 1,351,306,027.78 AS FOLLOWS
: PAYMENT OF A DIVIDED EUR 1.10 PER ENTITLED
SHARE THE REMAINDER SHALL BE CARRIED FORWARD
EX-DIVIDEND AND PAYABLE DATE 13 MAY 2005
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 DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT/BERLIN AS THE AUDITORS FOR THE FY 2005
6. ELECT DR. ERHARD SCHIPPOREIT AS OFFICER FOR THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
SECTION 4(1), THE INCREASE OF THE SHARE CAPITAL
TO EUR 316,003,600 DUE TO CONVERTED AND OPTION
RIGHTS HAVING BEEN EXERCISED SECTION 4(5), REGARDING
THE REVOCATION OF THE CONTINGENT CAPITAL IIA
SECTION 4(7), REGARDING THE REDUCTION OF THE
CONTINGENT CAPITAL III A TO EUR 9,384,974
8. AMEND SECTION 1(1) OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
REGARDING THE COMPANY S NAME BEING CHANGED TO
SAP AG
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
3 REGARDING ANNOUNCEMENTS OF THE COMPANY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE OR
ON THE COMPANY S WEBSITE; SECTION 17(3), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS, SECTION
20(2), REGARDING THE CHAIRMAN OF THE SHAREHOLDERS
MEETING BEING AUTHORIZED TO LIMIT THE TIME FOR
QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS
10. APPROVE TO RENOVATE THE AUTHORIZED CAPITAL, CREATION Management For *Management Position Unknown
OF NEW AUTHORIZED CAPITAL AND THE CORRESPONDENCE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTING AUTHORIZED CAPITAL I AND II SHALL BE
REVOKED; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE RESIDUAL AMOUNTS,
FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE
CAPITAL AGAINST CASH PAYMENT IF THE SHARES ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE AND OF THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
11. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 30,000,000
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10%; ABOVE NOR MORE THAN 20% BELOW,
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
REPURCHASE OFFER AT A PRICE NOT DEVIATING MORE
THAN 20%, FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO SELL THE SHARES ON THE
STOCK EXCHANGE AND TO OFFER THEM THE SHARE HOLDER
FOR SUBSCRIPTION; THE BOARD SHALL BE AUTHORIZED
TO DISPOSE OF THE SHARES IN ANOTHER MANNER IF
THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PROPOSES OR WITHIN THE SCOPE OF THE COMPANY STOCK
OPTION AND LONG TERM INCENTIVE PLANS AND TO RETIRE
THE SHARES RETIRE THE SHARES
12. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management Against *Management Position Unknown
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER ITEM 11 ENTITLED
TO VOTE ARE THOSE SHAREHOLDERS WHOSE SHARES ARE
BLOCKED WITH US FROM 04 MAY 2005, UNTIL THE CLOSE
OF THE MEETING
* PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN Non-Voting *Management Position Unknown
CODED FIRST. THANK YOU.
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/12/2005
ISSUER: G90078 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDY J. KELLY Management For For
ROBERTO MONTI Management For For
IAN C. STRACHAN Management For For
02 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY
SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM
2,500,000 TO 3,500,000.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/13/2005
ISSUER: 676220 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 A. MCKAY Management For For
MICHAEL J. MYERS Management For For
STEVE ODLAND Management For For
02 TO RATIFY OUR AUDIT COMMITTEE S APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS
FOR THE TERM DESCRIBED IN THIS PROXY STATEMENT.
03 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING: Shareholder Against For
(I) THAT OUR BOARD AMEND THE BYLAWS TO PROVIDE
THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED
BY THE INTERNAL REVENUE CODE FOR DEDUCTIBILITY
OF EMPLOYEE REMUNERATION AND CERTAIN OTHER MATTERS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING Shareholder Against For
THAT OUR BOARD OF DIRECTORS AMEND THE GOVERNANCE
DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS)
OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES
SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE
MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING
OF SHAREHOLDERS.
SUEZ, NANTERRE MIX MEETING DATE: 05/13/2005
ISSUER: F90131115 ISIN: FR0000120529 BLOCKING
SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 7121391, 7121454, 7166262
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
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 13
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.2 APPROVE THE FINANCIAL STATEMENTS SHOWING A NET Management For *Management Position Unknown
PROFIT OF EUR 1,743,540,312.88 AND ACKNOWLEDGE:
DISTRIBUTABLE PROFITS: EUR 1,740,685,782.88 PRIOR
RETAINED EARNINGS: EUR (-) 2,854,530.00; THE
APPROPRIATION AS FOLLOWS: STATUTORY DIVIDEND:
EUR 102,046,538.60; ADDITIONAL DIVIDEND: EUR
714,325,770.20; TOTAL DISTRIBUTION: EUR 816,372,308.80;
CARRY FORWARD ACCOUNT: EUR 924,313,474.08; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.80 PER SHARE; THIS DIVIDEND WILL BE PAID ON
16 MAY 2005
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004
O.3 APPROVE TO TRANSFER AN AMOUNT OF EUR 15,671,320.91 Management For *Management Position Unknown
CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS ACCOUNT TO THE VARIOUS RESERVES ACCOUNT,
AN AMOUNT OF EUR 96,213,475.12 CHARGED TO THE
MERGER PREMIUM ACCOUNT WILL BE TRANSFERRED TO
THE OTHER RESERVES ACCOUNT AND AN AMOUNT OF EUR
2,854,530.00 CHARGED TO THE OTHER RESERVES ACCOUNT
WILL BE TRANSFERRED TO THE RETAINED EARNINGS
ACCOUNT
O.9 APPOINT MR. RICHARD GOBLET D ALVIELLA AS A DIRECTOR Management For *Management Position Unknown
FOR A PERIOD OF 4 YEARS
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
L.225.86 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE AGREEMENTS REFERRED TO THEREIN
O.5 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 4
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERARD Management For *Management Position Unknown
MESTRALLET AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LORD Management For *Management Position Unknown
SIMON OF HIGHBURY AS A DIRECTOR FOR A PERIOD
OF 4 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management For *Management Position Unknown
AND ASSOCIES COMPANY, AS THE STATUTORY AUDITOR,
FOR A PERIOD OF 6 YEARS
O.11 APPOINT THE BEAS COMPANY AS THE DEPUTY AUDITOR Management For *Management Position Unknown
FOR A PERIOD OF 6 YEARS
O.12 APPOINT MR. FRANCIS GIDOIN, AS A DEPUTY AUDITOR, Management For *Management Position Unknown
FOR A PERIOD OF 4 YEARS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
TO THE AUTHORITY GIVEN UNDER RESOLUTION 12 OF
THE GENERAL MEETING HELD ON 27 APR 2004, TO TRADE
IN THE COMPANY S SHARES ON THE STOCK MARKET,
AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 36.00, MINIMUM SALE PRICE: EUR 16.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED DOES NOT EXCEED 10% OF THE CAPITAL
PER PERIOD OF 24 MONTHS; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
15 AND GIVEN BY THE GENERAL MEETING OF 27 APR
2004; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL, WITHOUT SHAREHOLDERS SUBSCRIPTION
RIGHT, PROVIDED THAT THE MAXIMUM NOMINAL AMOUNT
SHALL NOT EXCEED EUR 30,000,000.00, BY WAY OF
ISSUING SHARES TO THE PROFIT OF SPRING MULTIPLE
2005 S.C.A.; AUTHORITY EXPIRES AT THE END OF
1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES, IT BEING
PROVIDED THAT THE TOTAL NUMBER OF SHARES SHALL
NOT EXCEED 1% OF THE REGISTERED CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
WATSON PHARMACEUTICALS, INC. WPI ANNUAL MEETING DATE: 05/13/2005
ISSUER: 942683 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. FEDIDA Management For For
ALBERT F. HUMMEL Management For For
CATHERINE M. KLEMA Management For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE 2001 INCENTIVE AWARD PLAN OF THE WATSON PHARMACEUTICALS,
INC.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITOR FOR THE 2005 FISCAL
YEAR.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/13/2005
ISSUER: G95089 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ERNST & YOUNG LLP S REMUNERATION.
ABBOT GROUP PLC AGM MEETING DATE: 05/17/2005
ISSUER: G92058109 ISIN: GB0009102731
SEDOL: 0011518, 0910273
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT, AUDITORS Management For *Management Position Unknown
REPORT AND ACCOUNTS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 3.2P PER ORDINARY Management For *Management Position Unknown
SHARE FOR THE YE 31 DEC 2004 PAYABLE TO ELIGIBLE
ORDINARY SHAREHOLDERS ON THE REGISTER OF MEMBERS
AT THE CLOSE OF BUSINESS ON 06 MAY 2005
3. RE-APPOINT MR. PETER J. MILINE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
4. RE-APPOINT MR. MAURICE A. WHITE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
6. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
7. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management Against *Management Position Unknown
SET OUT ON PAGES 28 TO 31 OF THE DIRECTORS REPORT
AND ACCOUNTS
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY PREVIOUS AUTHORITY AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO ALLOT RELEVANT SECURITIES SECTION 80 UP
TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP
8,791,812 BEING 33.33% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT 11 MAR 2005; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8 AND TO ALLOT EQUITY
SECURITIES WITHIN THE MEANING OF SECTION 94(3A)
OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
I) WHICH HAVE BEEN OFFERED WHETHER BY WAY OF
RIGHTS ISSUE, OPEN OFFER OR OTHERWISE TO HOLDERS
OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY;
A) TO SELL, FOR THE BENEFIT OF THOSE SHAREHOLDERS
WHO ARE CITIZENS OF RESIDENT IN ANY OVERSEAS
TERRITORY, THAT THE PROCEEDS NET OF EXPENSES
OF GBP 3 OR LESS DUE TO ANY SUCH SHAREHOLDERS
MAY BE RETAINED FOR THE BENEFIT OF THE COMPANY;
B) NOT EXCEEDING IN AGGREGATE GBP 1,318,771;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For *Management Position Unknown
50 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND CHAPTER VII OF PART V OF THE ACT AND SUBJECT
TO THE FOLLOWING PROVISIONS OF THIS RESOLUTION,
TO MAKE MARKET PURCHASES SECTION 163(3) OF
UP TO 17,583,624 REPRESENTING JUST 10% OF THE
COMPANY S ISSUED ORDINARY CAPITAL AS ON 11 MAR
2005 ORDINARY SHARES OF 15P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 15P EXCLUSIVE
OF THE EXPENSES AND NOT MORE THAN 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATION OF AN
ORDINARY SHARE OF THE COMPANY 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
NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PRINCIPAL FINANCIAL GROUP, INC. PFG ANNUAL MEETING DATE: 05/17/2005
ISSUER: 74251V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BETSY J. BERNARD Management For For
JOCELYN CARTER-MILLER Management For For
GARY E. COSTLEY Management For For
WILLIAM T. KERR Management For For
02 APPROVAL OF 2005 DIRECTORS STOCK PLAN Management For For
03 RATIFICATION OF AUDITORS Management For For
04 APPROVAL OF 2005 STOCK INCENTIVE PLAN Management For For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/17/2005
ISSUER: 883556 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN L. LAMATTINA Management For For
MICHAEL E. PORTER Management Withheld Against
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 APPROVAL OF THE COMPANY S 2005 STOCK INCENTIVE Management For For
PLAN.
04 STOCKHOLDER PROPOSAL REGARDING THE VOTE STANDARD Shareholder For Against
FOR DIRECTOR ELECTIONS.
TOTAL SA MIX MEETING DATE: 05/17/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
o.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
o.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT LORD LEVENE OF PORTSOKEN KBE AS A DIRECTOR Management For *Management Position Unknown
FOR A PERIOD OF 3 YEARS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMMERCIAL CODE
AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL
NUMBER OF SHARES SHALL NOT EXCEED 1% OF THE REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES
* PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting *Management Position Unknown
AGREED BY THE BOARD OF DIRECTORS. THANK YOU.
E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against *Management Position Unknown
AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL
CODE OR TO SOME CATEGORIES OF THEM AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *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 REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
o.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
o.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221443, DUE TO CHANGE ADDITIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 17
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
WESTAR ENERGY, INC. WR ANNUAL MEETING DATE: 05/17/2005
ISSUER: 95709T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MOLLIE H. CARTER Management For For
JERRY B. FARLEY Management For For
JAMES S. HAINES, JR. Management For For
ARTHUR B. KRAUSE Management For For
02 AMENDMENT TO ARTICLES OF INCORPORATION THAT CHANGES Management For For
THE NOTICE PERIOD FOR SUBMITTING SHAREHOLDER
PROPOSALS AND SHAREHOLDER NOMINEES
03 RATIFICATION AND CONFIRMATION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005
04 SHAREHOLDER PROPOSAL REGARDING THE PROCESS FOR Shareholder Against For
NOMINATION OF A DIRECTOR
BNP PARIBAS OGM MEETING DATE: 05/18/2005
ISSUER: F1058Q238 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 3,281,771,448.69; PRIOR
RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10,396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL DIVIDEND:
EUR 1,770,438,404.00; CARRY FORWARD ACCOUNT:
EUR 8,579,493,012.17; THE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 2.00 PER SHARE THIS DIVIDEND
WILL BE PAID ON FROM 30 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 75.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES
COMPRISING THE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.6 RATIFY THE CO-OPTATION BY THE BOARD OF DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-FRANCOIS LEPETIT WHO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER
OF THE LATTER S TERM OF OFFICE, UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2007 AND APPROVE
TO RENEW THE TERM OF OFFICE OF MR. JEAN-FRANCOIS
LEPETIT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 18
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2004
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERHARD Management For *Management Position Unknown
CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management For *Management Position Unknown
GRAPPOTTE AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. HELENE Management For *Management Position Unknown
PLOIX AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BAUDOIN Management For *Management Position Unknown
PROT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MRS. LOYOLA DE PALACIO DEL VALLE-LERSUNDI Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.12 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 780,000.00 Management For *Management Position Unknown
TO THE BOARD OF DIRECTORS
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
E.14 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management For *Management Position Unknown
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO OFFICERS AND EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR
TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management For *Management Position Unknown
DIRECTORS TO ALLOCATE, IN ONE OR IN MORE TRANSACTIONS,
EITHER FREE EXISTING SHARES PURCHASED BY THE
COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED
TO EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES
SHALL NOT EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL THE AUTHORITY EXPIRES AT THE END OF
38 MONTHS ; APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; APPROVE TO DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.17 AMEND ARTICLE OF ASSOCIATION NUMBER 7 RELATING Management For *Management Position Unknown
TO THE NUMBER OF DIRECTORS ELECTED BY THE EMPLOYEES
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
* VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting *Management Position Unknown
DURING WHICH THE SHARES ARE BLOCKED FROM BEING
TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING
DATE AND THAT ONCE THE SHARES ARE BLOCKED THE
CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE
IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING
REQUESTING THE SUB-CUSTODIANS TO UNBLOCK THE
SHARES. PLEASE MAKE SURE TO INCORPORATE THE
FOLLOWING COMMENT TO ALL OUTGOING FRENCH MEETINGS:
A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE
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.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774,
7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management *Management Position Unknown
AND THE REPORT OF THE SUPERVISORY BOARD FOR THE
FY 2004
2. APPROVE THE PROFIT APPROPRIATION Management *Management Position Unknown
3. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD
4. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPOINT THE AUDITOR Management *Management Position Unknown
6. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
7. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
8. APPOINT THE SUPERVISORY BOARD Management *Management Position Unknown
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
VOTE GROUP: 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
223984 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.
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 924,552,218.20 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.70 PER ENTITLED NO-PAR
SHARE; THE DIVIDEND ON COMPANY SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE 19 MAY 2005
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 DEUTSCHE TREUHAND GUSELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT AS THE AUDITORS FOR THE FY 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT A PRICES NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
31 OCT 2006; THE TRADING PORTFOLIO SHARES ACQUIRED
FOR SUCH PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL OF THE END OF EACH DAY
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS CURRENT SHARE CAPITAL THROUGH
THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN
10% ABOVE NOR MORE THAN 20% BELOW, THE MARKET
PRICE OF THE SHARES OR BY WAY OF A REPURCHASE
OFFER AT PRICES NEITHER MORE THAN 10% BELOW NOR
MORE THAN 15% ABOVE, THE MARKET PRICE OF SHARES
ON OR BEFORE 31 OCT 2006; AND AUTHORIZE THE BOARD
OF DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING
INSOFAR AS THE SHARES ARE USED FOR ACQUISITION
PURPOSES; IF THE SHARES ARE OFFERED TO THE SHAREHOLDERS
BY WAY OF RIGHTS OFFERING, SHARES SHALL ALSO
BE OFFERED TO HOLDERS WARRANTS, CONVERTIBLE BONDS,
AND PARTICIPATION CERTIFICATES WITH CONVERSATION
RIGHTS; THE SHARES MAY ALSO BE USED FOR THE ISSUE
OF EMPLOYEE SHARES OR WITH IN THE SCOPE OF EXISTING
STOCK OPTION PLANS SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE OR RETIRED
8.1 ELECT DR. KARL-GERHARD EICK AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.2 ELECT PROF. DR. PAUL KIRCHHOF AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.3 ELECT DR. JUR. DR.-ING. E.H. HEINRICH VON PIERER Management For *Management Position Unknown
AS AN OFFICER FOR THE SUPERVISORY BOARD
8.4 ELECT MR. DIETER BERG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
8.5 ELECT MR LUTZ WITTIG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
HOCHTIEF AG, ESSEN OGM MEETING DATE: 05/18/2005
ISSUER: D33134103 ISIN: DE0006070006 BLOCKING
SEDOL: 4429902, 5108664, B05P5C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL EARNINGS AND THE Management For *Management Position Unknown
CONSOLIDATED EARNINGS AS WELL AS THE REPORT OF
THE SUPERVISORY BOARD FOR THE BUSINESS YEAR 2004
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 52,500,000 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.75 PER NO-PAR SHARE THE
DIVIDEND ON COMPANY SHARES HELD BY THE COMPANY
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE
DATE: 19 MAY 2005
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. ELECT PWC DEUTSCHE REVISION AG WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
FRANKFURT AM MAIN AND ESSEN AS THE AUDITORS FOR
THE YEAR 2005
6.1 ELECT DR. GERHARD CROMME AS AN OFFICER FOR THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.2 ELECT PROF .DR. HERBERT HENZLER AS AN OFFICER Management For *Management Position Unknown
FOR THE SUPERVISORY BOARD
7. APPROVE THE REVOCATION OF THE CONTINGENT CAPITAL Management For *Management Position Unknown
AND AMEND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; AND GRANT AUTHORITY
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 3,584,000
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
8. AUTHORIZE THE COMPANY TO ACQUIRE AND DISPOSE Management For *Management Position Unknown
OF OWN SHARES TO ACQUIRE OWN SHARES OF UP TO
10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 17 NOV 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE O R
A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
USED FOR ACQUISITION PURPOSES OR FOR THE FULFILMENT
OF CONVERTIBLE AND/OR OPTION RIGHTS, FLOATED
ON FOREIGN STOCK EXCHANGES, OR OFFERED TO THE
COMPANY S OWN AND ITS AFFILIATES EMPLOYEES AND
ALSO RETIRE THE SHARES
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
DISPOSE OF OWN SHARES ALREADY BY THE COMPANY
TO USE THESE SHARES FOR THE FULFILMENT OF CONVERTIBLE
AND/OR OPTION RIGHTS RESULTING FROM THE BONDS
ISSUED BY THE COMPANY
10. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING
AMENDMENT TO THE ARTICLE OF ASSOCIATION, WITH
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 400,000,000, HAVING
A TERM OF UP TO 30 YEARS AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY,
ONCE OR MORE THAN ONCE ON OR BEFORE 17 MAY 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO HOLDERS OF CONVERTIBLE AND/OR
OPTION RIGHTS AND FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE; THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 38,400,000
THROUGH THE ISSUE OF UP TO 15,000,000 NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL
11. APPROVE THE CREATION OF AUTHORIZED CAPITAL AND Management For *Management Position Unknown
THE CORRESPONDING AMENDMENT TO THE ARTICLE OF
ASSOCIATION; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO
EUR 53,760,000 THROUGH THE ISSUE OF NEW BEARER
NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR
KIND, ON OR BEFORE 17 MAY 2010 AUTHORIZED CAPITAL
; AND THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL 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, FOR THE
ISSUE OF SHARES AGAINST CONTRIBUTIONS IN KIND,
FOR RESIDUAL AMOUNTS, AND IN ORDER TO GRANT SUCH
RIGHTS TO HOLDERS OF OPTION AND/OR CONVERTIBLE
RIGHTS
JETBLUE AIRWAYS CORPORATION JBLU ANNUAL MEETING DATE: 05/18/2005
ISSUER: 477143 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL LAZARUS Management For For
DAVID NEELEMAN Management For For
FRANK SICA Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
METRO AG, DUESSELDORF OGM MEETING DATE: 05/18/2005
ISSUER: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217, B02NST1
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 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT, AS WELL AS THE RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTION PROFIT
OF EUR 355,960,934.62 SHALL BE APPROPRIATED AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.02 PER
ORDINARY SHARE AND EUR 1.122 PER PREFERRED SHARE
EUR 22,364,502.51 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND THE PAYABLE DATE 19 MAY 2005
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. ELECT THE AUDITOR FOR THE FISCAL YEAR 2005; IN Management For *Management Position Unknown
LIGHT OF THE INCREASING INTERNATIONAL EXPANSION
OF THE METRO GROUP, THE SUPERVISORY BOARD INTENDS
TO PROPOSE A CHANGE OF THE AUDITOR TO THE ANNUAL
GENERAL MEETING. IN PREPARATION FOR THIS CHANGE,
A JOINT AUDIT BY THE PROSPECTIVE AND THE CURRENT
AUDITOR SHALL BE CARRIED OUT FOR THE FISCAL YEAR
2005. THE SUPERVISORY BOARD THEREFORE PROPOSES
TO ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
BERLIN AND FRANKFURT/MAIN, AND FASSELT & PARTNER
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, DUISBURG, JOINTLY
AS AUDITORS FOR THE FISCAL YEAR 2005, WITH THE
REQUIREMENT TO JOINTLY AUDIT AND TO JOINTLY ISSUE
AUDIT CERTIFICATES, ALTHOUGH EACH AUDITOR MAY
CARRY OUT SOLE AUDITS AND ISSUE SOLE AUDIT CERTIFICATES
IN CASE THE OTHER AUDITOR SHOULD DROP OUT FOR
A REASON FOR WHICH THE COMPANY IS NOT RESPONSIBLE.
5. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 5% ; FROM THE MARKET PRICE
OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 18 NOV 2006; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO FLOAT THE SHARES ON THE FOREIGN
STOCK EXCHANGE, TO USE THE SHARES IN CONNECTION
WITH THE MERGERS AND ACQUISITIONS, TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHARE HOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE IDENTICAL SHARES,
TO USE THE SHARES FOR THE FULFILLMENT OF OPTION
OR CONVENED RIGHTS, AND WITHIN THE SCOPE OF THE
COMPANY EXECUTION STOCK OPTION PLAN
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION ON THE RIGHT TO SET ASIDE
RESOLUTIONS OF SHAREHOLDERS MEETINGS AS FOLLOWS:
SECTION 15(2), SHAREHOLDERS MEETING BEING PUBLISHED
IN THE ELECTRONIC FEDERAL GAZETTE NO LATER THAN
30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING, SECTION 16(1)1 AND 16(2) SHAREHOLDERS
INTENDING TO ATTEND THE SHAREHOLDERS MEETING
BEING OBLIGED TO REGISTER 7 DAY PRIOR TO THE
SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 16(1)2 AND 16(1)3
DELETION SECTION 17(3) THE CHAIRMAN OF THE SHAREHOLDERS
MEETING MUST BEING AUTHORIZE TO LIMIT THE TIME
FOR QUESTION AND ANSWER AT SHAREHOLDERS MEETING
ENTITLED TO VOTE ARE THOSE SHAREHOLDERS WHOSE
SHARES ARE BLOCKED WITH US FROM 10 MAY 2005,
UNTIL THE CLOSING OF THE MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
* Non-Voting *Management Position Unknown
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/18/2005
ISSUER: 72919P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. STEWART Management For For
LARRY G. GARBERDING Management For For
JOHN M. SHALIKASHVILI Management For For
SOUTHWEST AIRLINES CO. LUV ANNUAL MEETING DATE: 05/18/2005
ISSUER: 844741 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
COLLEEN C. BARRETT Management For For
GARY C. KELLY Management For For
JOHN T. MONTFORD Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
WABTEC CORPORATION WAB ANNUAL MEETING DATE: 05/18/2005
ISSUER: 929740 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EMILIO A. FERNANDEZ Management For For
LEE B. FOSTER, II Management For For
JAMES V. NAPIER Management For For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/19/2005
ISSUER: 12686C 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 2005.
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/19/2005
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 53 WEEKS Management For *Management Position Unknown
ENDED 02 JAN 2005 AND THE REPORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE FINAL DIVIDEND OF 8.70 PENCE PER Management For *Management Position Unknown
ORDINARY SHARE PAYABLE ON 27 MAY 2005 TO THE
ORDINARY SHAREHOLDERS REGISTERED AT THE CLOSE
OF BUSINESS ON 29 APR 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE REPORT AND ACCOUNTS
4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, , WHO RETIRES BY ROTATION
6. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
RELEVANT SECURITIES AS DEFINED SECTION 80 OF
THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE
NOMINAL AMOUNT OF GBP 85.68 MILLION; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
AS DEFINED IN SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 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, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
12.98 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.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT
TO THE FOLLOWING CONDITIONS: I) THE MAXIMUM NUMBER
OF SUCH ORDINARY SHARES IN THE COMPANY HAS A
TOTAL NOMINAL VALUE OF GBP 25.96 MILLION; II)
THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF EACH SUCH ORDINARY
SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
WHICH MAY BE PAID FOR ANY SUCH ORDINARY SHARE
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; 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
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 232572 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
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 CYMER S 2005 EQUITY INCENTIVE PLAN Management For For
03 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF CYMER FOR
ITS FISCAL YEAR ENDING DECEMBER 31, 2005.
DIGITAL THEATER SYSTEMS, INC. DTSI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 25389G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOERG AGIN Management For For
C. ANN BUSBY Management For For
02 TO RATIFY AND APPROVE PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY
S CORPORATE NAME FROM DIGITAL THEATER SYSTEMS,
INC. TO DTS, INC.
04 TO APPROVE THE DIGITAL THEATER SYSTEMS PERFORMANCE Management For For
INCENTIVE PLAN.
HASBRO, INC. HAS ANNUAL MEETING DATE: 05/19/2005
ISSUER: 418056 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BASIL L. ANDERSON Management For For
ALAN R. BATKIN Management For For
FRANK J. BIONDI, JR. Management For For
JOHN M. CONNORS, JR. Management For For
E. GORDON GEE Management For For
JACK M. GREENBERG Management For For
ALAN G. HASSENFELD Management For For
CLAUDINE B. MALONE Management For For
EDWARD M. PHILIP Management For For
ELI J. SEGAL Management For For
PAULA STERN Management For For
ALFRED J. VERRECCHIA Management For For
02 APPROVAL OF AMENDMENT TO THE 2003 STOCK INCENTIVE Management For For
PERFORMANCE PLAN.
03 RATIFICATION OF KPMG LLP AS THE COMPANY S INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
04 SHAREHOLDER PROPOSAL: HASBRO, INC.- GLOBAL HUMAN Shareholder Against For
RIGHTS STANDARDS.
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/19/2005
ISSUER: 458665 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
DIANNE DILLON-RIDGLEY Management Withheld Against
JUNE M. HENTON Management Withheld Against
CHRISTOPHER G. KENNEDY Management Withheld Against
JAMES B. MILLER, JR. Management Withheld Against
THOMAS R. OLIVER Management Withheld Against
RADIOSHACK CORPORATION RSH ANNUAL MEETING DATE:
05/19/2005
ISSUER: 750438 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANK J. BELATTI Management For For
DAVID J. EDMONDSON Management For For
RONALD E. ELMQUIST Management For For
ROBERT S. FALCONE Management For For
DANIEL R. FEEHAN Management For For
RICHARD J. HERNANDEZ Management For For
ROBERT J. KAMERSCHEN Management For For
GARY M. KUSIN Management For For
H. EUGENE LOCKHART Management For For
JACK L. MESSMAN Management For For
WILLIAM G. MORTON, JR. Management For For
THOMAS G. PLASKETT Management For For
LEONARD H. ROBERTS Management For For
EDWINA D. WOODBURY Management For For
BWT AKTIENGESELLSCHAFT AGM MEETING DATE: 05/20/2005
ISSUER: A1141J105 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315, B05P485
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE: THE ANNUAL REPORT 2005; THE REPORTING Management For *Management Position Unknown
OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BOARD FOR THE FY 2004
4. ELECT THE AUDITORS FOR THE FY 2005 Management For *Management Position Unknown
5. GRANT AUTHORITY TO THE MANAGEMENT BOARD TO REPURCHASE Management For *Management Position Unknown
OF CONFISCATE OWN STOCKUP TO 10% OF THE INITIAL
CAPITAL FOR A DURATION OF 18 MONTHS
COMMERZBANK AG, FRANKFURT OGM MEETING DATE: 05/20/2005
ISSUER: D15642107 ISIN: DE0008032004 BLOCKING
SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 4325538, 5135048, 5700037, 6223641,
7158418, B033823
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 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 149,646,732.25 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.25 PER NO-PAR SHARE EX-DIV.
AND PAYABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE FY 2005 THE AUDITORS
FOR THE YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT PRICE 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 DATE; THIS REPLACES THE AUTHORIZATION
GIVEN ON 12 MAY 2004 AND SHALL BE VALID UNTIL
31 OCT 2006
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 RIGHT OFFERING
IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, OR IF THEY ARE USED FOR ACQUISITION
PURPOSE OR AS EMPLOYEE SHARES; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES;
THIS REPLACES THE AUTHORIZATION GIVEN ON 12 MAY
2004, AND SHALL BE VALID UNTIL 31 OCT 2006
8. AUTHORIZE THE BOARD TO ISSUE BONDS AND /OR PROFIT-SHARING Management For *Management Position Unknown
CERTIFICATES; THIS AUTHORIZATION COMPLEMENTS
THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS
MEETING OF 30 MAY 2003, TO ISSUE BONDS AND/OR
PROFIT-SHARING CERTIFICATES OF UP TO EUR 2,000,000,000
AND CREATE A CONTINGENT CAPITAL OF UP TO EUR
403,000,000; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO ISSUE BONDS AND/OR PROFIT-SHARING
CERTIFICATES OF UP TO EUR 1,500,000,000, POSSIBLY
CONFERRING CONVERTIBLE OR OPTION RIGHTS, AND
IF THE SECURITIES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE OR AGAINST
PAYMENT IN KIND
9. AMEND SECTION 17 TO THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE NEW GERMAN LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET
ASIDE RESOLUTIONS OF THE SHAREHOLDERS
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
HYPO REAL ESTATE HOLDING AG, MUENCHEN OGM MEETING DATE: 05/20/2005
ISSUER: D3449E108 ISIN: DE0008027707 BLOCKING
SEDOL: 7681248, 7696866
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 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 54,435,322.58 AS FOLLOWS: PAYMENT
OF DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE
PREFERRED SHARES FOR THE 2002 FY; PAYMENT OF
DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE PREFERRED
SHARES FOR THE 2003 FY; PAYMENT OF ADVANCE DIVIDENDS
OF EUR 232,857.60 FOR THE PREFERRED SHARES FOR
THE 2004 FY; PAYMENT OF A DIVIDEND OF EUR 0.35
PER PREFERRED SHARE PAYMENT OF A DIVIDEND OF
EUR 0.35 PER ORDINARY SHARE EUR 6,811,488.53
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAY
ABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES THE Management For *Management Position Unknown
COMPANY OF UP TO 10% OF THE SHARE CAPITAL, AT
PRICES DEVIATING NEITHER MORE THAN 10% FROM THE
MARKET PRICE OF THE SHARES IF THE SHARES ARE
ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE
THAN 20%; IF THE SHARES ARE ACQUIRED BY WAY OF
A REPURCHASE OFFER, ON OR BEFORE 20 NOV 2006;
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EX-CHANGE 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 FOR THE FULFILLMENT OF OPTION AND
CONVERTIBLE RIGHTS AND TO RETIRE THE SHARES
6. APPROVE TO CONVERT PREFERENCE SHARES INTO ORDINARY Management For *Management Position Unknown
SHARES THROUGH THE REVOCATION OF THE PREFERENCE
RIGHT; THE 3,638,400 NON-VOTING PREFERENCE SHARES
OF THE COMPANY, HELD BY THE BAYERISCHE LAND ESSTIFTUNG,
SHALL BE CONVERTED INTO THE SAME NUMBER OF VOTING
ORDINARY SHARES AGAINST PAYMENT OF A CONVERSION
PREMIUM OF EUR 2.50 PER PREFERRED SHARE; THE
CONVERSION PREMIUM IS TO BE PAID BY THE BAYERISCHE
LAND ESSTIFTUNG; AND AMEND THE ARTICLES OF ASSOCIATION
7. APPROVE THE SEPARATE RESOLUTION OF THE ORDINARY Management For *Management Position Unknown
SHAREHOLDERS ON THE CONVERSION OF NON-VOTING
PREFERRED SHARES INTO VOTING ORDINARY SHARES
AS PER ITEM 6
8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE OBJECT OF THE COMPANY BEING ADJUSTED TO
CORRESPOND TO THE NEW PROVISIONS OF THE GERMAN
PFANDBRIEF ACT
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS: SECTION 13(2), SECTION 14, SECTION
16(2)
10. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
BERLIN AND FRANKFURT AS THE AUDITORS FOR THE
2005 FY
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/20/2005
ISSUER: 887317 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
JESSICA P. EINHORN 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
DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shareholder Against For
SYNOPSYS, INC. SNPS ANNUAL MEETING DATE: 05/23/2005
ISSUER: 871607 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
AART J. DE GEUS Management For For
CHI-FOON CHAN Management For For
BRUCE R. CHIZEN Management For For
DEBORAH A. COLEMAN Management For For
A. RICHARD NEWTON Management For For
SASSON SOMEKH Management For For
ROY VALLEE Management For For
STEVEN C. WALSKE Management For For
02 TO APPROVE A 2005 NON-EMPLOYEE DIRECTORS EQUITY Management For For
INCENTIVE PLAN AND THE RESERVATION OF 300,000
SHARES OF OUR COMMON STOCK FOR ISSUANCE THEREUNDER.
03 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLANS BY 4,000,000 SHARES.
04 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK PURCHASABLE IN TOTAL BY ALL PARTICIPANTS
ON ANY ONE SEMI ANNUAL PURCHASE DATE FROM 1,000,000
SHARES TO 2,000,000 SHARES.
05 TO APPROVE A PROPOSED EXCHANGE OF OUTSTANDING Management Against Against
STOCK OPTIONS ISSUED UNDER OUR STOCK OPTION PLANS
HAVING AN EXERCISE PRICE EQUAL TO OR GREATER
THAN $25.00 PER SHARE, FOR A REDUCED NUMBER OF
NEW OPTIONS WITH NEW VESTING REQUIREMENTS AND
AN EXERCISE PRICE SET AT THE CURRENT MARKET PRICE
ON DATE OF GRANT, SUCH NEW OPTIONS TO BE GRANTED
AFTER THE EXPIRATION OF THE TENDER OFFER.
06 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE Management For For
OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER
31, 2005.
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/24/2005
ISSUER: 004631 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
JOHN CONLIN 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, 2005.
ADVANCED NEUROMODULATION SYSTEMS, IN ANSI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 00757T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HUGH M. MORRISON Management For For
ROBERT C. EBERHART, PHD Management For For
MICHAEL J. TORMA, M.D. Management For For
RICHARD D. NIKOLAEV Management For For
CHRISTOPHER G. CHAVEZ Management For For
JOSEPH E. LAPTEWICZ Management For For
J. PHILIP MCCORMICK Management For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2005 FISCAL YEAR.
03 APPROVAL OF AMENDMENT TO THE ADVANCED NEUROMODULATION Management Against Against
SYSTEMS, INC. 2004 STOCK INCENTIVE PLAN.
CALLAWAY GOLF COMPANY ELY ANNUAL MEETING DATE: 05/24/2005
ISSUER: 131193 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM C. BAKER Management For For
SAMUEL H. ARMACOST Management For For
RONALD S. BEARD Management For For
JOHN C. CUSHMAN, III Management For For
YOTARO KOBAYASHI Management For For
RICHARD L. ROSENFIELD Management For For
ANTHONY S. THORNLEY Management For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
KARSTADT QUELLE AG, ESSEN AGM MEETING DATE: 05/24/2005
ISSUER: D38435109 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
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 2004 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 BDO DEUTSCHE WARENTREUHAND AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITOR FOR THE FY 2005
5. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
15(3) REGARDING THE SHAREHOLDERS MEETING BEING
CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY
BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER
TO ATTEND THE SHAREHOLDERS MEETING; SECTION
16 REGARDING SHAREHOLDERS INTENDING TO ATTEND
THE SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OR THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN.
NRG ENERGY, INC. NRG ANNUAL MEETING DATE: 05/24/2005
ISSUER: 629377 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAWRENCE S. COBEN Management For For
HERBERT H. TATE Management For For
WALTER R. YOUNG Management For For
02 AMENDMENT TO ARTICLE SEVEN OF THE AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION
03 AMENDMENT DELETING ARTICLE SIXTEEN OF THE AMENDED Management For For
AND RESTATED CERTIFICATE OF INCORPORATION
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
OMNICELL, INC. OMCL ANNUAL MEETING DATE: 05/24/2005
ISSUER: 68213N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARY E. FOLEY Management For For
RANDY D. LINDHOLM Management Withheld Against
SARA J. WHITE Management For For
WILLIAM H. YOUNGER, JR. Management Withheld Against
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2005.
TRIAD HOSPITALS, INC. TRI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 89579K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. PARSONS Management For For
THOMAS G. LOEFFLER, ESQ Management For For
UWE E. REINHARDT, PH.D. Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS TRIAD S Management For For
REGISTERED INDEPENDENT ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. 1999 LONG-TERM INCENTIVE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 19,000,000
TO 20,500,000.
04 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. MANAGEMENT STOCK PURCHASE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 260,000
TO 520,000.
CHIRON CORPORATION CHIR ANNUAL MEETING DATE: 05/25/2005
ISSUER: 170040 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEWIS W. COLEMAN Management For For
J. RICHARD FREDERICKS Management For For
PAUL L. HERRLING Management For For
HOWARD H. PIEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR CHIRON
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
DEUTSCHE LUFTHANSA AG, KOELN OGM MEETING DATE: 05/25/2005
ISSUER: D1908N106 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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 137,376,000 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.30 PER REG. NO-PAR SHARE
EX-DIVIDEND AND PAYABLE DATE 26 MAY 2005
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. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL GIVEN BY THE SHAREHOLDERS MEETING
OF 19 JUN 2002 OF THE UNUSED PORTION; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 200,000,000 THROUGH
THE ISSUE OF NEW REG. NO-PAR SHARE AGAINST CONTRIBUTION
IN CASH OR KIND, ON OR BEFORE 24 MAY 2010 SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR A CAPITAL
INCREASE AGAINST CONTRIBUTIONS IN KIND IN CONNECTION
WITH MERGERS AND ACQUISITIONS, FOR RESIDUAL AMOUNTS,
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH NOT EXCEEDING 10 PCT OF THE SHARE CAPITAL
IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE SHARES; AND AMEND
THE ARTICLES OF ASSOCIATION
7. APPOINT PWC DEUTSCHE REVISION AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITORS OF THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10 PCT OF THE SHARE CAPITAL, AT A PRICE
NOT DIFFERING MORE THAN 10 PCT FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 24 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL 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
* 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.
EXPRESS SCRIPTS, INC. ESRX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 302182 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY G. BENANAV Management For For
FRANK J. BORELLI Management For For
MAURA C. BREEN Management For For
NICHOLAS J. LAHOWCHIC Management For For
THOMAS P. MACMAHON Management For For
JOHN O. PARKER, JR. Management For For
GEORGE PAZ Management For For
SAMUEL K. SKINNER Management For For
SEYMOUR STERNBERG Management For For
BARRETT A. TOAN Management For For
HOWARD L. WALTMAN Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2005.
FOOT LOCKER, INC. FL ANNUAL MEETING DATE: 05/25/2005
ISSUER: 344849 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PURDY CRAWFORD* Management Withheld Against
NICHOLAS DIPAOLO* Management For For
PHILIP H. GEIER JR.* Management For For
ALAN D. FELDMAN** Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. Management For For
GLAXOSMITHKLINE PLC GSK ANNUAL MEETING DATE: 05/25/2005
ISSUER: 37733W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O2 REMUNERATION REPORT Management For For
O4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR Management For For
O6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A DIRECTOR Management For For
O7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For For
O8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR Management For For
O9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR Management For For
O10 RE-APPOINTMENT OF AUDITORS Management For For
O11 REMUNERATION OF AUDITORS Management For For
S12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Management For For
EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL
EXPENDITURE
S13 DISAPPLICATION OF PRE-EMPTION RIGHTS* Management For For
S14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN Management For For
SHARES*
S15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF Management For For
ASSOCIATION*
S16 DELETION OF ARTICLE 154.2 OF ARTICLES OF ASSOCIATION* Management For For
S17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF ASSOCIATION* Management For For
O5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR Management For For
O1 DIRECTORS REPORT AND FINANCIAL STATEMENTS Management For For
O3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Management For For
GLAXOSMITHKLINE PLC AGM MEETING DATE: 05/25/2005
ISSUER: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
LLP AS A AUDITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO THE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown
OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24
NOV 2006
S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES SECTION 94
OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 20 PASSED AT THE AGM
HELD ON 21 MAY 2001, 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 AS DEFINED IN ARTICLE 12.5 OF THE COMPANY
S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER
OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON
24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE
OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 603158 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAULA H.J. CHOLMONDELEY Management For For
DUANE R. DUNHAM Management For For
STEVEN J. GOLUB Management For For
JEAN-PAUL VALLES Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
NEUROCRINE BIOSCIENCES, INC. NBIX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 64125C ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY A. LYONS Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S 2003 Management For For
INCENTIVE STOCK PLAN INCREASING THE NUMBER OF
SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
FROM 2,300,000 TO 3,300,000 SHARES.
POLYCOM, INC. PLCM ANNUAL MEETING DATE: 05/25/2005
ISSUER: 73172K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT C. HAGERTY Management For For
MICHAEL R. KOUREY Management For For
BETSY S. ATKINS Management For For
JOHN SEELY BROWN Management For For
DURK I. JAGER Management For For
JOHN A. KELLEY Management For For
STANLEY J. MERESMAN Management For For
KEVIN T. PARKER Management For For
THOMAS G. STEMBERG Management For For
02 TO APPROVE THE ADOPTION OF THE COMPANY S 2005 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
03 TO APPROVE THE ADOPTION OF THE COMPANY S PERFORMANCE Management For For
BONUS PLAN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2005
ISSUER: 784117 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SARAH W. BLUMENSTEIN Management For For
KATHRYN M. MCCARTHY Management For For
HENRY H. PORTER, JR. Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS SEI INVESTMENTS COMPANY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
CHIQUITA BRANDS INTERNATIONAL, INC. CQB ANNUAL MEETING DATE: 05/26/2005
ISSUER: 170032 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
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
THE COMPANY S INDEPENDENT AUDITORS.
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 05/26/2005
ISSUER: 206016 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL A. BAKER Management For For
M.-HELENE PLAIS-COTREL Management For For
PETER L. WILSON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
ENI SPA, ROMA OGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
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 27
MAY 2005. 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 FINANCIAL STATEMENT AT 31 DEC 2004; Management *Management Position Unknown
THE REPORT OF THE DIRECTORS, AUDITORS AND THE
INDEPENDENT AUDITORS
2. APPROVE THE ALLOCATION OF PROFITS Management *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management *Management Position Unknown
4. APPROVE THE ASSIGNMENT OF OWN SHARES TO STOCK Management *Management Position Unknown
OPTION PLAN
5. APPOINT THE NUMBER OF MEMBERS OF THE BOARD OF Management *Management Position Unknown
AUDITORS
6. APPOINT THE DIRECTORS AND APPROVE TO ESTABLISH Management *Management Position Unknown
THE DURATION OF THEIR ASSIGNMENT
7. APPOINT THE BOARD OF DIRECTORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
8. APPOINT THE BOARD OF AUDITORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
ENI SPA, ROMA AGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
VOTE GROUP: 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
ID: 213014 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM THERE WILL BE A SECOND CALL ON 27
MAY 2005. 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 FINANCIAL STATEMENT AS OF 31 DEC Management For *Management Position Unknown
2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL STATEMENT
AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE
EXTERNAL AUDITORS
2. APPROVE THE ALLOCATION OF EARNINGS Management For *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management For *Management Position Unknown
4. APPROVE THE DISPOSAL OF OWN SHARES IN SERVICE Management For *Management Position Unknown
OF A STOCK OPTION PLAN TO THE MANAGERS OF THE
GROUP
5. APPROVE THE NUMBER OF THE MEMBERS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
6. APPROVE TO ESTABLISH THE DURATION OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
8. APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. APPOINT MR. ALBERTO CLO, MR. RENZO COSTI AND Management For *Management Position Unknown
MR. MARCO REBOA PRESENTED BY FINECO ASSET MANAGEMENT
SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA,
BNL GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR
SPA, ERSEL ASSET MANAGEMENT SGR SPA, RAS ASSET
MANAGEMENT SGR SPA, HERMES ADMINISTRATION SERVICES
LIMITED, MEDIOLANUM INTERNATIONAL FUNDS LIMITED,
MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE PASCHI
ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT MANAGEMENT
SGR SPA, PIONEER ASSET MANAGEMENT SA, PIONEER
INVESTMENT MANAGEMENT SGR SPA, ALETTI GESTIELLE
SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT SGR SPA,
HOLDING MORE THAN 1% OF STOCK CAPITAL AND APPOINT
MR.ROBERTO POLI CHAIRMAN , MR. DARIO FRUSCIO,
MR. MARCO PINTO, MARIO RESCA, MR. PAOLO SCARONI,
MR. PIERLUIGI SCIBETTA PRESENTED BY MINISTRY
OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS
A DIRECTORS
9. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF DIRECTORS
10. APPOINT MR. GIORGIO SILVA, MR. RICCARDO PEROTTA Management For *Management Position Unknown
AND MR. MASSIMO GENTILE ALTERNATIVE AUDITOR
PRESENTED BY CANDIDATES PRESENTED BY FINECO
ASSET MANAGEMENT SPA SGR, ARCA SGR SPA, AUREO
GESTIONI SGR SPA, BNL GESTIONI SGR SPA, DWS INVESTMENTS
ITALY SGR SPA, ERSEL ASSET MANAGEMENT SGR SPA,
RAS ASSET MANAGEMENT SGR SPA, HERMES ADMINISTRATION
SERVICES LIMITED, MEDIOLANUM INTERNATIONAL FUNDS
LIMITED, MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE
PASCHI ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT
MANAGEMENT SGR SPA, PIONEER ASSET MANAGEMENT
SA, PIONEER INVESTMENT MANAGEMENT SGR SPA, ALETTI
GESTIELLE SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT
SGR SPA, HOLDING MORE THAN 1% OF STOCK CAPITAL
AND APPOINT MR. PAOLO COLOMBO CHAIRMAN , MR.
FILIPPO DUODO, MR. EDOARDO GRISOLIA AND MR. FRANCESCO
BILOTTI ALTERNATIVE AUDITOR PRESENTED BY THE
MINISTRY OF FINANCE, HOLDING 20,31% OF STOCK
CAPITAL AS THE INTERNAL AUDITORS
11. APPOINT THE CHAIRMAN OF BOARD OF AUDITORS Management For *Management Position Unknown
12. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF AUDITORS AND THE STATUTORY AUDITORS
HCA INC. HCA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 404119 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
C. MICHAEL ARMSTRONG Management For For
M.H. AVERHOFF, M.D. Management For For
JACK O. BOVENDER, JR. Management For For
RICHARD M. BRACKEN Management For For
MARTIN FELDSTEIN Management For For
T.F. FRIST, JR., M.D. Management For For
FREDERICK W. GLUCK Management For For
GLENDA A. HATCHETT Management For For
C.O. HOLLIDAY, JR. Management For For
T. MICHAEL LONG Management For For
JOHN H. MCARTHUR Management For For
KENT C. NELSON Management For For
FRANK S. ROYAL, M.D. Management For For
HAROLD T. SHAPIRO Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT Management For For
AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA 2005 EQUITY INCENTIVE PLAN. Management Against Against
INFORMATICA CORPORATION INFA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 45666Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
A. BROOKE SEAWELL Management For For
MARK A. BERTELSEN Management Withheld Against
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF INFORMATICA CORPORATION FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHANGRI-LA ASIA LTD AGM MEETING DATE: 05/26/2005
ISSUER: G8063F106 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032, B01XWP6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE AUDITED ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITORS FOR THE YE
31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For *Management Position Unknown
3.i RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For *Management Position Unknown
3.ii RE-ELECT MR. LEE YONG SUN AS A DIRECTOR Management For *Management Position Unknown
3.iii RE-ELECT MR. TOW HENG TAN AS A DIRECTOR Management For *Management Position Unknown
3.iv RE-ELECT MR. YE LONGFEI AS A DIRECTOR Management For *Management Position Unknown
4. APPROVE TO FIX THE DIRECTORS FEES INCLUDING Management For *Management Position Unknown
THE FEES PAYABLE TO THE MEMBERS OF THE AUDIT
AND REMUNERATION COMMITTEES
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For *Management Position Unknown
THE AUDITORS AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management Against *Management Position Unknown
OR AFTER THE END OF THE RELEVANT PERIOD TO MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH
WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWERS;
THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL
ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY
TO BE ALLOTTED WHETHER PURSUANT TO AN OPTION
OR OTHERWISE BY THE DIRECTORS OF THE COMPANY
PURSUANT TO THE APPROVAL AS SPECIFIED, OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE AS SPECIFIED
, II) THE EXERCISE OF ANY OPTION UNDER ANY SHARE
OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE
GRANT OR ISSUE TO OPTION HOLDERS OF SHARES IN
THE COMPANY, III) ANY SCRIP DIVIDEND SCHEME OR
SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT
OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND
ON SHARES OF THE COMPANY IN ACCORDANCE WITH THE
BYE-LAWS OF THE COMPANY, IV) THE 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, SHALL NOT EXCEED 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF
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 REQUIRED
BY THE BYE-LAWS OF THE COMPANY OR ANY APPLICABLE
LAWS OF BERMUDA TO BE HELD
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For *Management Position Unknown
THE RELEVANT PERIOD AS SPECIFIED OF ALL POWERS
OF THE COMPANY TO REPURCHASE ITS OWN SHARES ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
HKSE OR ON ANY OTHER STOCK EXCHANGE ON WHICH
THE SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND THE 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
OR ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME AS THE CASE MAY BE ; THE AGGREGATE NOMINAL
AMOUNT OF SHARES OF THE COMPANY REPURCHASED BY
THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE AUTHORITY PURSUANT TO PARAGRAPH
(A) ABOVE SHALL BE LIMITED ACCORDINGLY; 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 REQUIRED BY THE BYE-LAWS OF THE COMPANY OR
ANY APPLICABLE LAWS OF BERMUDA TO BE HELD
6.C AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For *Management Position Unknown
UPON THE PASSING OF RESOLUTION NO. 6.B, AND FOR
THE TIME BEING IN FORCE TO EXERCISE THE POWERS
OF THE COMPANY, TO ALLOT SHARES BE AND IS HEREBY
EXTENDED BY THE ADDITION TO THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL WHICH MAY BE ALLOTTED
OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO
BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURSUANT
TO SUCH GENERAL MANDATE OF 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 SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE
OF THE PASSING OF THIS RESOLUTION
S.7 AMEND THE BYE-LAWS OF THE COMPANY ADOPTED ON Management For *Management Position Unknown
25 MAY 1993 AND AMENDED UP TO 25 MAY 2004 AS
FOLLOWS: A) BY ADDING THE SPECIFIED NEW BYE-LAW
70A IMMEDIATELY AFTER BYE-LAW 70; B) BY DELETING
THE EXISTING BYE-LAW 99 AND REPLACING IT WITH
THE SPECIFIED ONE; C) BY ADDING THE SPECIFIED
PARAGRAPH IMMEDIATELY AFTER THE BYE-LAW 100(III)
AND RE-NUMBERING THE BYE-LAW 100(IV) AS BYE-LAW
100(V); D) BY DELETING THE EXISTING BYE-LAW 182
(II) AND ITS SIDE-NOTE IN THEIR ENTIRETY AND
REPLACING THEM WITH THE SPECIFIED ONE
FLAGSTAR BANCORP, INC. FBC ANNUAL MEETING DATE: 05/27/2005
ISSUER: 337930 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK T. HAMMOND Management Withheld Against
RICHARD S. ELSEA Management Withheld Against
MICHAEL W. CARRIE Management Withheld Against
JAMES D. COLEMAN Management For For
ROBERT O. RONDEAU, JR. Management Withheld Against
02 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF AUTHORIZED
SHARES COMMON STOCK FROM 80 MILLION SHARES TO
150 MILLION SHARES, AND AUTHORIZED SHARES OF
PREFERRED STOCK, FROM 10 MILLION SHARES TO 25
MILLION SHARES.
03 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF DIRECTORS
FROM 11 TO 15.
04 TO AMEND THE OPTION PLAN TO ALLOW AN INCREASE Management Against Against
IN THE NUMBER OF ALLOCATED SHARES.
05 TO SET THE MAXIMUM NUMBER OF INCENTIVE OPTION Management For For
SHARES AVAILABLE FOR ISSUANCE UNDER THE OPTION
PLAN.
06 TO AMEND THE STOCK INCENTIVE PLAN TO ALLOW AN Management Against Against
INCREASE IN THE NUMBER OF ALLOCATED SHARES.
07 TO RATIFY THE INCENTIVE COMPENSATION PLAN. Management For For
SANOFI-AVENTIS SNY ANNUAL MEETING DATE: 05/31/2005
ISSUER: 80105N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
17 POWERS FOR THE ACCOMPLISHMENT OF FORMALITIES Management For For
12 TO INCREASE THE NUMBER OF SHARES TO BE ISSUED Management Against Against
IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT
PREEMPTIVE RIGHTS
14 DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY Management Against Against
TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE
SHARES
16 DELEGATION TO THE BOARD OF DIRECTORS OF POWERS Management For For
TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF
TREASURY SHARES
02 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
04 APPROVAL OF TRANSACTIONS COVERED BY THE STATUTORY Management For For
AUDITORS SPECIAL REPORT
06 REAPPOINTMENT OF A DEPUTY STATUTORY AUDITOR Management For For
08 TERMINATION OF THE AUTHORITY TO ISSUE BONDS Management For For
10 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management Against Against
ISSUANCE, WITHOUT PREEMPTIVE RIGHTS
01 APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS Management For For
03 APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND Management For For
05 REAPPOINTMENT OF A STATUTORY AUDITOR Management For For
07 AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY Management For For
OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY
09 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED
11 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS
OR OTHER ITEMS
13 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE OF SHARES RESERVED FOR EMPLOYEES WITH
WAIVER OF PREEMPTIVE RIGHTS
15 DELEGATION TO THE BOARD TO ALLOT EXISTING OR Management Against Against
NEW SHARES FREE OF CHARGE TO ALL OR SOME SALARIED
EMPLOYEES OF THE GROUP
SANOFI-AVENTIS OGM MEETING DATE: 05/31/2005
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.8 APPROVE TO END TO THE DELEGATION GRANTED TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6
AND GIVEN BY THE GENERAL MEETING OF 13 JUN 2004,
IN ORDER TO ISSUE BONDS
O.9 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY
A MAXIMUM NOMINAL AMOUNT OF EUR 1,400,000,000.00,
BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED THE PREFERENTIAL
SHARE EXCLUDED , SHARES OR ANY SECURITIES GIVING
RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO A
DEBT SECURITY; THE NOMINAL MAXIMUM AMOUNT OF
THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED
BY THE RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF
THE PRESENT MEETING IS SET AT EUR 1,600,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management Against *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
THE PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY
SECURITIES GIVING RIGHT TO THE CAPITAL OR GIVING
THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES;
THE AMOUNT SHALL COUNT AGAINST THE VALUE OF THE
OVERALL CEILING SET FORTH IN RESOLUTION OF THE
PRESENT MEETING AND THOSE GRANTED BY THE RESOLUTIONS
; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITY, TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF CAPITALIZING
PREMIUMS, RESERVES, PROFITS, PREMIUMS OR ANY
OTHER MEANS PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF PAR VALUE OF EXISTING SHARES,
OR BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.12 APPROVE THAT THE BOARD OF DIRECTORS MAY DECIDE Management Against *Management Position Unknown
TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME
PRICE THAN THE ONE OF THE INITIAL ISSUE WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE ; THE NOMINAL
AMOUNT OF THE CAPITAL INCREASED AGAINST THE OVERALL
VALUE SET FORTH IN THE RESOLUTION NUMBER 9 OF
THE PRESENT MEETING; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR
OF THE MEMBERS OF ONE OR MORE OF THE COMPANY
SAVINGS PLANS OF THE GROUP SANOFI-AVENTIS AND
AN AMOUNT WHICH SHALL NOT EXCEED 2% OF THE SHARE
CAPITAL; THE NOMINAL MAXIMUM AMOUNT WHICH COULD
BE REALIZED ACCORDING TO THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD 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, IN SUBSTITUTION Management Against *Management Position Unknown
OF AL AND ANY EARLIER AUTHORITIES, TO GRANT,
IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE
ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO
PURCHASE EXISTING SHARES REPURCHASED BY THE COMPANY,
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS
TO A TOTAL NUMBER OF SHARES WHICH SHALL NOT EXCEED
2.5 OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO
SUBSCRIBE FOR SHARES, IN ACCORDANCE WITH THE
PRESENT DELEGATION, SHALL COUNT AGAINST THE CEILING
SET FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, TO PROCEED Management Against *Management Position Unknown
WITH THE ALLOCATIONS FREE OF CHARGE OF THE COMPANY
S EXISTING SHARES OR TO BE ISSUED THE PREFERENTIAL
SHARES BEING EXCLUDED , IN FAVOR OF BENEFICIARIES
TO BE CHOSEN FROM THE EMPLOYEES AND THE OFFICERS
OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES WHICH WOULD BE REALIZED IN
ACCORDANCE WITH THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION
NUMBER 9 OF THE PRESENT MEETING; 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
O.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITIES, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE COMPANY S
SELF DETAINED SHARES, IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
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
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
AUDIT AS THE STATUTORY AUDITORS FOR A PERIOD
OF 6 YEARS
O.3 APPROVE THE TRANSFER OF THE AMOUNT OF EUR 200,000,000.00, Management For *Management Position Unknown
PURSUANT TO THE ARTICLE 39 OF THE AMENDED FINANCE
LAW, POSTED TO THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS BEING TAKEN IN TO
ACCOUNT (EUR 4,987,500.00) ; DISTRIBUTABLE PROFITS
: EUR 3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR 1,693,685,180.40,
CARRIED FORWARD ACCOUNT : EUR 1,318,895,125.38;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management For *Management Position Unknown
COLL AS PRICEWATERHOUSECOOPERS AUDIT S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR ANY EARLIER AUTHORITY, TO TRADE THE COMPANY
S SHARES ON THE STOCK EXCHANGE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL
NOT EXCEED EUR 12,702,638,858.00 AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THE MEETING HELD ON 18 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 31
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE AUDITORS AND APPROVE
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE
MEETING
GAMESA CORPORACION TECNOLOGICA SA OGM MEETING DATE: 06/01/2005
ISSUER: E54667113 ISIN: ES0143416115
SEDOL: B01CP21, B01D7H3, B01QLN6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For *Management Position Unknown
PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS;
THE MANAGEMENT REPORT OF GAMESA CORPORACION TECHNOLOGICAL,
SOCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP,
FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF
DIRECTORS, RESOLUTIONS CONCERNING APPLICATION
OF PROFITS AND DIVIDEND DISTRIBUTION
2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For *Management Position Unknown
THE DERIVATIVE ACQUISITION OF WON SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
THEN PROCEEDING TO THEIR SALE
3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For *Management Position Unknown
THE FINANCIAL AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE
42 OF THE COMMERCIAL CODE AND SECTION 204 OF
THE SPANISH LIMITED COMPANIES CONSOLIDATION ACT,
TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS
4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS BY MEANS OF CO-OPTATION
5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For *Management Position Unknown
DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AS WELL AS FOR THEIR PUBLIC RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
LEAPFROG ENTERPRISES, INC. LF ANNUAL MEETING DATE: 06/01/2005
ISSUER: 52186N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
STEVEN B. FINK Management Withheld Against
PAUL A. RIOUX Management Withheld Against
THOMAS J. KALINSKE Management Withheld Against
JEROME J. PEREZ Management Withheld Against
E. STANTON MCKEE, JR. Management For For
STANLEY E. MARON Management For For
RALPH R. SMITH Management For For
CADEN WANG Management For For
02 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF LEAPFROG ENTERPRISES, INC. FOR ITS FISCAL
YEAR ENDING DECEMBER 31, 2005.
MAN AG, MUENCHEN AGM MEETING DATE: 06/03/2005
ISSUER: D51716104 ISIN: DE0005937007 BLOCKING
SEDOL: 4546373, 5563520, 5628883, 7159198, B0318P0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004, ALONG WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 154,392,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.05 PER PREFERENCE
SHARE EX-DIVIDEND AND PAYABLE DATE: 06 JUN 2005
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 188,211,200 THROUGH
THE ISSUE OF NEW BEARER NO PAR SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 02
JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS, EXCEPT FOR THE GRANTING OF SUCH RIGHTS
TO BONDHOLDERS, FOR AN AMOUNT OF UP TO 10% OF
THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF IDENTICAL SHARES, FOR RESIDUAL AMOUNTS, AND
FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 1,500,000,000 HAVING A TERM
OF UP TO 20 YEARS AND CONFERRING CONVERTIBLE
OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 02 JUN 2010; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE
ISSUE OF BONDS AT A PRICE NOT MATERIALLY BELOW
THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO OTHER BOND HOLDERS; THE SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 76,800,000
THROUGH THE ISSUE OF NEW BEARER NO PAR SHARES,
INSOFAR AS CONVERTIBLE OR OPTION RIGHTS ARE EXERCISED
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE ORDINARY AND/OR PREFERENCE SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL,
AT PRICES NOT DEVIATING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, ON OR BEFORE 02 DEC
2006; THE SHARES MAY BE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, USED FOR ACQUISITION
PURPOSES OR TO SATISFY EXISTING CONVERTIBLE OR
OPTION RIGHTS, AND RETIRED
8. AMEND THE ARTICLES OF ASSOCIATION REGARDING SHAREHOLDERS Management Against *Management Position Unknown
WISHING TO ATTEND THE SHAREHOLDER MEETING BEING
REQUIRED TO REGISTER WITHIN THE STATUTORY REGISTRATION
PERIOD AND TO PROVIDE EVIDENCE OF THEIR ENTITLEMENT
TO VOTE
9. APPOINT KPMG, MUNICH AS THE AUDITORS FOR THE Management For *Management Position Unknown
FY 2005
10.1 ELECT PROFFESOR DR. RER. POL. RENATE KOECHER Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.2 ELECT MR. MICHAEL BEHRENDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.3 ELECT MR. DR. ING. HERBERT H. DEMEL AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.4 ELECT MR. KLAUS EBERHARDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.5 ELECT MR. DR. RER NAT HUBERTUS VON GRUENBERG Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.6 ELECT MR. DR. JUR KARL-LUDWIG KLEY AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.7 ELECT MR. PROF. DR.ING, DR. H.C. MULT, DR.-ING. Management For *Management Position Unknown
E.H. MULT. JOACHIM MILBERG AS THE MEMBER S OF
THE SUPERVISORY BOARD
10.8 ELECT MR. DR.-ING. E.H. RUDOLF RUPPRECHT AS A Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD
10.9 ELECT MR. PROF. DR. ING, DR. H.C. EKKEHARD D. Management For *Management Position Unknown
SCHULZ AS THE MEMBER S OF THE SUPERVISORY BOARD
10.10 ELECT MR. DR. RER. NAT. HANNS-HELGE STECHL AS Management For *Management Position Unknown
A MEMBER OF THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
WAL-MART STORES, INC. WMT ANNUAL MEETING DATE: 06/03/2005
ISSUER: 931142 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES W. BREYER Management For For
M. MICHELE BURNS Management For For
DOUGLAS N. DAFT Management For For
DAVID D. GLASS Management For For
ROLAND A. HERNANDEZ Management For For
JOHN D. OPIE Management For For
J. PAUL REASON Management For For
H. LEE SCOTT, JR. Management For For
JACK C. SHEWMAKER Management For For
JOSE H. VILLARREAL Management For For
JOHN T. WALTON Management For For
S. ROBSON WALTON Management For For
CHRISTOPHER J. WILLIAMS Management For For
LINDA S. WOLF Management For For
02 APPROVAL OF THE WAL-MART STORES, INC. STOCK INCENTIVE Management For For
PLAN OF 2005, AS AMENDED
03 RATIFICATION OF INDEPENDENT ACCOUNTANTS Management For For
04 A SHAREHOLDER PROPOSAL REGARDING AN EXECUTIVE Shareholder For Against
COMPENSATION FRAMEWORK
05 A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shareholder For Against
REPORT
06 A SHAREHOLDER PROPOSAL REGARDING AN EQUITY COMPENSATION Shareholder For Against
REPORT
07 A SHAREHOLDER PROPOSAL REGARDING A POLITICAL Shareholder Against For
CONTRIBUTIONS REPORT
08 A SHAREHOLDER PROPOSAL REGARDING AN EQUAL EMPLOYMENT Shareholder For Against
OPPORTUNITY REPORT
09 A SHAREHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION Shareholder For Against
MAJORITY VOTE STANDARD
10 A SHAREHOLDER PROPOSAL REGARDING BOARD INDEPENDENCE Shareholder Against For
11 A SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-VESTING Shareholder Against For
SHARES
INFRASOURCE SERVICES, INC. ANNUAL MEETING DATE:
06/07/2005
ISSUER: 45684P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN A. BRAYMAN Management For For
CHRISTOPHER S. BROTHERS Management Withheld Against
MICHAEL P. HARMON Management Withheld Against
DAVID R. HELWIG Management Withheld Against
IAN A. SCHAPIRO Management Withheld Against
RICHARD S. SIUDEK Management For For
MEDICAL STAFFING NETWORK HOLDINGS, I MRN ANNUAL MEETING
DATE: 06/07/2005
ISSUER: 58463F ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOEL ACKERMAN Management For For
ANNE BOYKIN Management For For
XENOGEN CORPORATION ANNUAL MEETING DATE: 06/07/2005
ISSUER: 98410R ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM A. HALTER Management For For
E. KEVIN HRUSOVSKY Management For For
CHRIS JONES Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS XENOGEN CORPORATION S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.
LINDE AG, WIESBADEN AGM MEETING DATE: 06/08/2005
ISSUER: D50348107 ISIN: DE0006483001 BLOCKING
SEDOL: 5740732, 5740817, 7159187, B0318L6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management *Management Position Unknown
FOR THE 2004 FINANCIAL YEAR WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management *Management Position Unknown
PROFIT OF EUR 149,159,217.50 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 1.25 PER SHARE EX-DIVIDEND
AND PAYABLE DATE 09 JUN 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPOINT KPMG DEUTSCHE TREUHAND-GESLELLSCHAFT Management *Management Position Unknown
AG, BERLIN AND FRANKFURT AS THE AUDITORS FOR
THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL THROUGH THE STOCK
EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE,
NOR MORE THAN 20% BELOW, THE MARKET PRICE OF
THE SHARES OR BY WAY OF A REPURCHASE OFFER AT
PRICES NOT DEVIATING MORE THAN 20% FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 30 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE USED FOR ACQUISITION PURPOSES, TO
USE THE SHARES FOR THE FULFILLMENT OF OPTION
AND/OR CONVERTIBLE RIGHTS, AS EMPLOYEE SHARES,
OR WITHIN THE SCOPE OF THE LINDE-MANAGEMENT INCENTIVE
PROGRAM AND TO SELL THE SHARES AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE AND TO RETIRE
THE SHARES
7. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 80,000,000 THROUGH
THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST
PAYMENT IN CASH, ON OR BEFORE 7 JUN 2010; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS
TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE AND/OR
OPTION RIGHTS, FOR THE ISSUE OF EMPLOYEE SHARES
OF UP TO EUR 3,500,000, AND FOR A CAPITAL INCREASE
OF UP TO 10% OF THE COMPANY S SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF IDENTICAL SHARES
8. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S CAPITAL BY UP TO EUR 40,000,0000 THOROUGH THE
ISSUE OF NEW BEARER NO-PAR SHARES AGAINST PAYMENT
IN CASH AND/OR KING, ON OR BEFORE 7 JUN 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION FOR
A CAPITAL INCREASE AGAINST PAYMENT IN CASH; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS MAY
TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE AND/OR
OPTION RIGHTS, AND FOR THE ISSUE OF SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS
9. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP
TO EUR 1,000,000,000, HAVING A TERM OF UP TO
10 YEARS AND CONFERRING CONVERTIBLE AND/OR OPTIONS
RIGHTS FOR NEW SHARES OF THE COMPANY, ON OR BEFORE
7 JUN 2010; SHAREHOLDERS SUBSCRIPTION RIGHTS
SHALL BE EXCLUDED FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL
IF SUCH BONDS ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO OTHER BONDHOLDERS; THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 50,000,000
THROUGH THE ISSUE OF UP TO 19,531,250 NEW NO-PAR
SHARES, IN SO FAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED CONTINGENT CAPITAL 2005
10. APPROVE THAT FROM THE 2005 FY ON, EACH MEMBER Management *Management Position Unknown
OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 35,000 PLUS A VARIABLE
REMUNERATION OF EUR 300 PER EUR 0.01 DIVIDEND
PER SHARE IN EXCESS OF EUR 0.50, AND OF EUR 450
FOR EVERY 1% RETURN ON CAPITAL EMPLOYED IN EXCESS
OF 7%; THE CHAIRMAN OF THE SUPERVISORY BOARD
SHALL RECEIVE THREE TIMES, THE DEPUTY CHAIRMAN
OF THE SUPERVISORY BOARD AND EVERY MEMBER OF
THE PERMANENT COMMITTEE ONE AND A HALF TIMES,
THESE AMOUNTS AND AN ATTENDANCE FEE OF EUR 500
PER SUPERVISOR BOARD MEETING OR COMMITTEE MEETING
SHALL BE PAID AS WELL AND THE MEMBERS OF THE
AUDIT COMMITTEE SHALL ALSO RECEIVE AN ADDITIONAL
REMUNERATION OF EUR 20,000 THE CHAIRMAN EUR
40,000 AND AUTHORIZE THE COMPANY TO TAKE OUT
D+O INSURANCE FOR THE MEMBERS OF THE SUPERVISORY
BOARD AND AMEND THE ARTICLES OF ASSOCIATION
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 06/09/2005
ISSUER: 01988P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GLEN E. TULLMAN Management For For
M. FAZLE HUSAIN Management For For
02 AMENDMENT TO THE AMENDED AND RESTATED 1993 STOCK Management Against Against
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2005.
GLOBAL POWER EQUIPMENT GROUP INC. GEG ANNUAL MEETING DATE: 06/09/2005
ISSUER: 37941P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ADRIAN W. DOHERTY JR. Management For For
MICHAEL L. GREENWOOD Management For For
JERRY E. RYAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR FISCAL 2005.
PATHMARK STORES, INC. PTMK SPECIAL MEETING DATE: 06/09/2005
ISSUER: 70322A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ISSUANCE TO CERTAIN INVESTMENT Management For For
FUNDS AFFILIATED WITH THE YUCAIPA COMPANIES LLC,
FOR AN AGGREGATE CASH PURCHASE PRICE OF $150,000,000
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/13/2005
ISSUER: 855030 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRENDA C. BARNES Management For For
MARY ELIZABETH BURTON Management For For
RICHARD J. CURRIE Management For For
ROWLAND T. MORIARTY Management For For
02 TO APPROVE STAPLES AMENDED AND RESTATED 2004 Management For For
STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
04 TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM OR Shareholder Against For
VOTE POISON PILL.
BUSINESS OBJECTS S.A. BOBJ ANNUAL MEETING DATE: 06/14/2005
ISSUER: 12328X ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E15 TO ALLOCATE, FREE OF CHARGE, EXISTING ORDINARY Management Against Against
SHARES, OR TO ISSUE NEW ORDINARY SHARES, FREE
OF CHARGE, TO THE EMPLOYEES AND CERTAIN OFFICERS
OF THE COMPANY AND TO THE EMPLOYEES OF THE COMPANY
S SUBSIDIARIES.
E17 AMENDMENTS OF THE COMPANY S ARTICLES OF ASSOCIATION Management For For
TO CONFORM THEM TO THE NEW PROVISIONS OF THE
FRENCH COMMERCIAL CODE.
E18 THE REMOVAL OF THE FIFTEENTH, SEVENTEENTH AND Management For For
TWENTY-FOURTH PARAGRAPHS OF THE ARTICLE 6 OF
THE COMPANY S ARTICLES OF ASSOCIATION.
O19 TO GRANT FULL POWERS OF ATTORNEY TO CARRY OUT Management For For
REGISTRATIONS AND FORMALITIES.
O1 APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O3 ALLOCATION OF EARNINGS FOR THE FISCAL YEAR ENDED Management For For
DECEMBER 31, 2004.
O5 RATIFICATION OF THE APPOINTMENT OF MR. CARL PASCARELLA Management For For
AS DIRECTOR.
O7 RATIFICATION OF REGULATED AGREEMENTS. Management For For
O9 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS Management For For
TO REPURCHASE ORDINARY SHARES OF THE COMPANY.
E11 TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. GERALD
HELD.
O4 RENEWAL OF THE TERM OF OFFICE OF MR. GERALD HELD Management For For
AS DIRECTOR.
E13 TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE PARTICIPANTS IN THE COMPANY EMPLOYEE SAVINGS
PLAN.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O6 APPOINTMENT OF, AS REPLACEMENTS FOR THE SECOND Management For For
STATUTORY AUDITORS, AND THE SECOND ALTERNATE
STATUTORY AUDITORS.
O8 INCREASE OF THE AGGREGATE AMOUNT OF AUTHORIZED Management For For
DIRECTORS FEES.
E10 TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF Management For For
TREASURY SHARES.
E12 TO ISSUE WARRANTS TO SUSBCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. CARL
PASCARELLA.
E14 TO INCREASE THE SHARE CAPITAL TRHOUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE 2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS
TRUST UNDER THE 2004 INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN.
E16 THE AMENDMENT OF THE ARTICLE 7.2 OF THE COMPANY Management Against Against
S ARTICLES OF ASSOCIATION.
CLARINS SA OGM MEETING DATE: 06/14/2005
ISSUER: F18396113 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617, B02PRW3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF STATUTORY AUDITORS, THE CORPORATE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE 31 DEC
2004; APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES
OF EUR 100,257.00 WITH A CORRESPONDING TAX OF
EUR 35,521.00, ACCORDINGLY, AND GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE EXECUTIVE COMMITTEE
AND TO THOSE OF THE SUPERVISORY BOARD AS WELL
AS TO THE AUDITORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
2. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND OF THE STATUTORY
AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FY
3. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management Against *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE; APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED IN THEREIN
4. APPROVE THE APPROPRIATE PROFITS OF EUR 30,774,367.00 Management For *Management Position Unknown
AND THE PRIOR RETAINED EARNINGS OF EUR 32,333,684.00,
APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVES TO APPROPRIATE THE TOTAL
OF EUR 63,108,051.00 AS: RETAINED EARNINGS ACCOUNT
SHOWING A CREDIT BALANCE: EUR 32,333,684.00,
PROFITS FOR THE FY: EUR 30,774,367.00, ALLOCATION
TO THE LEGAL RESERVE: EUR -1,538,718.00, DISTRIBUTABLE
PROFIT OF EUR 61,569,333.00: GLOBAL DIVIDEND:
EUR 27,652,035.00, CARRY FORWARD ACCOUNT SHOWING
A CREDIT BALANCE: EUR 33,917,298.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.80 FOR EACH
SHARE OF A PAR VALUE OF EUR 8.00 EACH, AND WILL
ENTITLE NATURAL PERSONS TO THE 50 % ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 15 JUL 2005
5. APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 100,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD MEMBERS
6. AUTHORIZES THE EXECUTIVE COMMITTEE TO BUY BACK Management For *Management Position Unknown
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 75.00, MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM
AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES:
EUR 20,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
7. AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
8. AUTHORIZES THE EXECUTIVE COMMITTEE TO PROCEED, Management Against *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH ALLOCATIONS
FREE OF CHARGE OF COMPANY S EXISTING ORDINARY
SHARES OR TO BE ISSUED, IN FAVOR OF BENEFICIARIES
TO BE CHOSEN BY IT ARTICLES L.225-197-1 AND
L.225-197-2 OF THE FRENCH COMMERCIAL CODE , PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE TOTAL OF SHARES ISSUED BY THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
9. AMEND THE ARTICLE 7, 10 AND 41 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
10. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
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
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
PHILIPPINE LONG DISTANCE TEL CO MEDIUM TERM NTS BOOK ENTRY AGM MEETING DATE:
06/14/2005
ISSUER: 718252109 ISIN: PH7182521093
SEDOL: 2685319, 6685661
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE TO CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF SERVICE OF NOTICE Management For *Management Position Unknown
AND QUORUM
3. APPROVE THE PRESIDENTS REPORT Management For *Management Position Unknown
4. APPROVE THE AUDITED FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE PERIOD ENDED 31 DEC 2004 CONTAINED IN THE
COMPANY S 2004 ANNUAL REPORT
5. ELECT THE DIRECTORS INCLUDING INDEPENDENT DIRECTORS Management For *Management Position Unknown
FOR THE ENSUING YEAR
6. OTHER BUSINESS Other For *Management Position Unknown
CONTINENTAL AIRLINES, INC. CAL ANNUAL MEETING DATE: 06/16/2005
ISSUER: 210795 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
01 DIRECTOR Management For
THOMAS J. BARRACK, JR. Management For
KIRBYJON H. CALDWELL Management For
LAWRENCE W. KELLNER Management For
DOUGLAS H. MCCORKINDALE Management For
HENRY L. MEYER III Management For
OSCAR MUNOZ Management For
GEORGE G.C. PARKER Management For
JEFFERY A. SMISEK Management For
KAREN HASTIE WILLIAMS Management For
RONALD B. WOODARD Management For
CHARLES A. YAMARONE Management For
02 PROPOSAL TO RE-APPROVE THE MATERIAL TERMS OF Management For
THE PERFORMANCE GOAL UNDER THE PERFORMANCE AWARD
PROVISIONS OF THE INCENTIVE PLAN 2000
03 RATIFICATION OF INDEPENDENT AUDITORS Management For
04 PLEASE MARK THE FOR BOX ONLY IF ANY STOCK OWNED Management Against
OF RECORD OR BENEFICIALLY BY YOU IS OWNED OR
CONTROLLED BY NON-U.S. CITIZENS (AS DEFINED IN
THE PROXY STATEMENT).
Proposal For or Against
Number Mgmt.
01
For
For
For
For
For
For
For
For
For
For
For
02 For
03 For
04 *Management Position Unknown
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management *Management Position Unknown
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management Against *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 217283. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management For *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management For *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LOGITECH INTERNATIONAL S.A. LOGI ANNUAL MEETING DATE: 06/16/2005
ISSUER: 541419 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
02 APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED Management For For
ACCOUNTS OF THE LOGITECH GROUP AND ACCOUNTS OF
LOGITECH INTERNATIONAL SA FOR FISCAL YEAR 2005.
REPORT OF THE STATUTORY AND GROUP AUDITORS
03 SHARE SPLIT ON 2 FOR 1 BASIS Management For For
04 APPROPRIATION OF RETAINED EARNINGS Management For For
05 LOWER MINIMUM SHAREHOLDING FOR PLACING ITEMS Management For For
ON THE AGM AGENDA
06 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
7A1 ELECTION OF MATTHEW BOUSQUETTE Management For For
7A2 RE-ELECTION OF FRANK GILL Management For For
7A3 RE-ELECTION OF GARY BENGIER Management For For
07B ELECTION OF AUDITORS Management For For
TAKE-TWO INTERACTIVE SOFTWARE, INC. TTWO ANNUAL MEETING DATE: 06/16/2005
ISSUER: 874054 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL EIBELER Management For For
OLIVER R. GRACE, JR. Management For For
ROBERT FLUG Management For For
TODD EMMEL Management For For
MARK LEWIS Management For For
STEVEN TISCH Management For For
BARBARA KACZYNSKI Management For For
02 APPROVAL OF AMENDMENT TO THE COMPANY S 2002 STOCK Management For For
OPTION PLAN.
03 APPROVAL OF AMENDMENT TO THE COMPANY S INCENTIVE Management For For
STOCK PLAN.
KEYENCE CORP AGM MEETING DATE: 06/17/2005
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: 5998735, 6490995, B02HPZ8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against *Management Position Unknown
DIVIDENDS: INTERIM JY 5, FINAL JY 15, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown
2.2 ELECT DIRECTOR Management For *Management Position Unknown
2.3 ELECT DIRECTOR Management For *Management Position Unknown
2.4 ELECT DIRECTOR Management For *Management Position Unknown
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 ALTERNATE INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management Against *Management Position Unknown
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR DIRECTORS
BLACKBAUD, INC. BLKB ANNUAL MEETING DATE: 06/21/2005
ISSUER: 09227Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PAUL V. BARBER Management For For
MARCO W. HELLMAN Management Withheld Against
02 APPROVE THE AMENDMENT OF OUR 2004 STOCK PLAN Management Against Against
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
RESERVED FOR ISSUANCE THEREUNDER FROM 1,156,250
TO 1,906,250.
03 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
NTT DOCOMO INC. AGM MEETING DATE: 06/21/2005
ISSUER: J59399105 ISIN: JP3165650007
SEDOL: 3141003, 5559079, 6129277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 1,000YEN
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
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
5. APPOINT A CORPORATE AUDITOR Management Against *Management Position Unknown
6. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management Against *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
7. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
OPSWARE INC. OPSW ANNUAL MEETING DATE: 06/21/2005
ISSUER: 68383A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARC L. ANDREESSEN Management For For
MIKE J. HOMER Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Management For For
AS OPSWARE S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDING JANUARY 31, 2006.
MIKOHN GAMING CORPORATION PGIC ANNUAL MEETING DATE: 06/22/2005
ISSUER: 59862K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PETER G. BOYNTON Management For For
RUSSEL H. MCMEEKIN Management For For
02 TO APPROVE AND ADOPT THE COMPANY S 2005 EQUITY Management For For
INCENTIVE PLAN.
03 TO APPROVE THE COMPANY S DIRECTOR STOCK OPTION Management For For
PLAN, AS AMENDED, TO INCREASE THE AGGREGATE NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN BY 200,000 SHARES.
SHIRE PHARMACEUTICALS GROUP PLC, BASINGSTOKE HAMPSHIRE AGM MEETING DATE: 06/22/2005
ISSUER: G81083100 ISIN: GB0007998031
SEDOL: 0653608, 0799803, 2766690, 5928754, B02T9G3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE COMPANY S ACCOUNTS FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 TOGETHER WITH THE DIRECTORS
REPORT, DIRECTORS REMUNERATION REPORT AND THE
AUDITORS REPORT ON THOSE ACCOUNTS AND ON THE
AUDITABLE PART OF THE DIRECTORS REMUNERATION
REPORT
2. RE-ELECT MR. MATTHEW WILLIAM EMMENS AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRESIN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
3. RE-ELECT MR. RONALD MAURICE NORDMANN AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
4. RE-ELECT DR. BARRY JOHN PRICE AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
5. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION
OF THE MEETING TO THE CONCLUSION OF THE NEXT
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY
6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For *Management Position Unknown
DETERMINE THE REMUNERATION OF THE MEETING
7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 31 DEC 2004
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO EXERCISE ALL OR ANY OF THE POWERS OF THE
COMPANY TO ALLOT RELEVANT SECURITIES SECTION
80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
8,203,026; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
FROM THE DATE OF THE PASSING OF THIS RESOLUTION
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY, SUBJECT TO THE PASSING
OF PREVIOUS RESOLUTION AND PURSUANT TO SECTION
95 OF THE ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY THE PREVIOUS RESOLUTION,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS EXCLUDING ANY SHAREHOLDERS
HOLDING SHARES AS TREASURY SHARES ; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,230.577;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; AND THE DIRECTORS MAY ALLOT SEQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE ACT OF ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY OF UP TO
49,223,083 ORDINARY SHARES 10% OF THE ISSUED
SHARE CAPITAL OF 5P EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 5P AND IS EQUAL
TO 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATION
FOR AN ORDINARY SHARES IN THE COMPANY DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE
OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
11. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 25,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2006 OR 15 MONTHS
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2005
ISSUER: 835699 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 12 DIRECTORS. Management For For
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
S4 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS REGARDING REMUNERATION
PAID TO EACH DIRECTOR.
MAXIS COMMUNICATIONS BHD AGM MEETING DATE: 06/23/2005
ISSUER: Y5903J108 ISIN: MYL5051OO007
SEDOL: 6530523, B06P1C7
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 DEC2004 AND THE AUDITORS
REPORT THEREON
1. DECLARE THE FOLLOWING FINAL DIVIDENDS FOR THE Management For *Management Position Unknown
FYE 31 DEC 2004: I) 10.00 SEN PER ORDINARY SHARE,
TAX EXEMPT; AND II) 8.33 SEN PER ORDINARY SHARE
LESS MALAYSIAN INCOME TAX AT 28%
2. RE-ELECT MR. Y. BHG. DATO JAMALUDIN BIN IBRAHIM Management For *Management Position Unknown
AS A DIRECTOR WHO RETIRES BYROTATION PURSUANT
TO ARTICLE 114 OF THE COMPANY S ARTICLES OF ASSOCIATION
3. RE-ELECT MR. ENCIK AUGUSTUS RALPH MARSHALL AS Management For *Management Position Unknown
A DIRECTOR WHO RETIRES BY ROTATION PURSUANT TO
ARTICLE 114 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT ENCIK CHAN CHEE BENG AS A DIRECTOR WHO Management For *Management Position Unknown
RETIRES PURSUANT TO ARTICLE 121 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For *Management Position Unknown
THE AUDITORS OF THE COMPANY AND AUTHORISE THE
DIRECTORS TO FIX THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
132D OF THE COMPANIES ACT, 1965,TO ISSUE SHARES
IN THE COMPANY AT ANY TIME AND UPON SUCH TERMS
AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS
MAY, IN THEIR ABSOLUTE DISCRETION, DEEM FIT PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
DOES NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY FOR THE TIME BEING, SUBJECT ALWAYS
TO THE APPROVAL OF ALL THE RELEVANT REGULATORY
BODIES, IF REQUIRED, BEING OBTAINED FOR SUCH
ALLOTMENT AND ISSUE; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM
MAXIS COMMUNICATIONS BHD EGM MEETING DATE: 06/23/2005
ISSUER: Y5903J108 ISIN: MYL5051OO007
SEDOL: 6530523, B06P1C7
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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) MEASAT BROADCAST
NETWORK SYSTEMS SDN BHD; II) MULTIMEDIA INTERACTIVE
TECHNOLOGIES SDN BHD; AND III) AIRTIME MANAGEMENT
AND PROGRAMMING SDN BHD AS SPECIFIED, 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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) SRG ASIA
PACIFIC SDN BHD; AND II) UT HOSPITALITY SERVICES
SDN BHD FORMERLY KNOWN AS KIARA SAMUDRA SDN
BHD ; AND III) BONUS KAD LOYALTY SDN BHD AS SPECIFIED,
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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH MEASAT SATELLITE
SYSTEMS SDN BHD FORMERLY KNOWN AS BINARIANG
SATELLITE SYSTEMS SDN BHD AS SPECIFIED, 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
MEASAT SATELLITE SYSTEMS SDN BHD FORMERLY KNOWN
AS 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 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
4. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) TGV CINEMAS
SDN BHD FORMERLY KNOWN AS TANJONG GOLDEN VILLAGE
SDN BHD ; II) PAN MALAYSIAN POOLS SDN BHD; AND
III) TANJONG CITY CENTRE PROPERTY MANAGEMENT
SDN BHD AS SPECIFIED, 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
5. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) OAKWOOD
SDN BHD; II) AMPROPERTY TRUST MANAGEMENT BHD;
AND III) AMPROPERTY HOLDINGS SDN BHD; IV) AMFINANCE
BERHAD; V) RESORTS WORLD BERHAD GENTING HIGNLANDS
BERHAD, GENTING GOLF COURSE BERHAD, RESORTS FACILITIES
SERVICES SDN BHD; VI) ASIATIC LAND DEVELOPEMNT
SDN BHD; VII) GENTING SANYEN INDUSTRIAL PAPER
SDN BHD; AND VIII) ASIATIC DEVELOPMENT BERHAD
AS SPECIFIED, 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
6. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH HEITECH PADU
BERHAD AS SPECIFIED, 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
7. AUTHORIZE THE BOARD OF DIRECTORS, AT ANY TIME, Management Against *Management Position Unknown
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 MR.
DATO JAMALUDIN BIN IBRAHIM, THE CHIEF EXECUTIVE
OFFICER AND AN EXECUTIVE DIRECTORS OF THE COMPANY,
IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS
OF THE BYE-LAWS GOVERNING THE COMPANY S EMPLOYEE
SHARE OPTION SCHEME ESOS AND THE TERMS OF THE
CONTRACT OF SERVICE BETWEEN THE COMPANY AND MR.
DATO JAMALUDIN BIN IBRAHIM, OPTION OR OPTIONS
TO SUBSCRIBE FOR UP TO A MAXIMUM OF 1,000,000
ORDINARY SHARES OF MYR 0.10 EACH IN THE COMPANY
AVAILABLE UNDER 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
SEGA SAMMY HOLDINGS INC, TOKYO AGM MEETING DATE: 06/24/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE PROFIT APPROPRIATION FOR NO.1 TERM: Management For *Management Position Unknown
DIVIDENDS FOR THE CURRENT TERM HAS BEEN AS JPY
60 PER SHARE
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT MR. OSAMU SATOMI AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. HISAO OGUCHI AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. KEISHI NAKAYAMA AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. TOORU KATAMOTO AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. HIDEKI OKAMURA AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. YASUO TAZOE AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. KEIICHIROU HASHIMOTO AS A DIRECTOR Management For *Management Position Unknown
4.1 ELECT MR. KAZUTADA IEDA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.2 ELECT MR. AKIO KIOI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.3 ELECT MR. RYOUICHI ARAI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.4 ELECT MR. TOSHIO HIRAKAWA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
5. ELECT MR. MINEO ENOMOTO AS AN ALTERNATE STATUTORY Management Against *Management Position Unknown
AUDITOR
6. APPROVE THE COMPANY TO GIVE FREE SHARE SUBSCRIPTION Management For *Management Position Unknown
RIGHTS TO EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES
AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL
CODE 280-20 AND 280-21
TESCO PLC AGM MEETING DATE: 06/24/2005
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: 0884709, 5469491, 5474860, B02S3J1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
12. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 530,000,000 TO GBP 535,000,000
BY THE CREATION OF 100,000,000 ORDINARY SHARES
OF 5P EACH
13. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWER Management For *Management Position Unknown
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 AS PAID INSTEAD
OF THE CASH AMOUNT WHICH WOULD OTHERWISE BE DUE
TO THEM IN RESPECT OF ANY DIVIDENDS INCLUDING
THE FINAL DIVIDEND FOR THE FYE 26 FEB 2005, FOR
ANY FINANCIAL PERIOD ENDING ON OR BEFORE 04 APR
2010
14. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80(2)
OF THE ACT OF THE COMPANY UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 129.2 MILLION WHICH IS
EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED
SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY OR
24 JUN 2004 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD
S.15 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE ACT, TO ALLOT EQUITY SECURITIES FOR
CASH PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 OF THE ACT, 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 AMOUNT OF GBP
19.47 MILLION 5% OF THE ISSUED SHARE CAPITAL
; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM
THE DATE OF THE PASSING OF THIS RESOLUTION ;
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.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
WITHIN THE MEANING OF SECTION 163(3) OF THE
ACT OF UP TO 778.70 MILLION SHARES OF 5P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS FROM THE DATE OF
THE PASSING OF THIS RESOLUTION ; 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
17. AUTHORIZE THE COMPANY, TO MAKE DONATIONS TO EU Management For *Management Position Unknown
POLITICAL ORGANIZATION NOT EXCEEDING GBP 100,000
AND TO INCUR EU POLITICAL EXPENDITURE UP TO A
MAXIMUM AGGREGATE AMOUNT OF GBP 100,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR
15 MONTHS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION
18. AUTHORIZE THE TESCO STORES LIMITED, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
100,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 100,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
19. AUTHORIZE THE TESCO IRELAND LIMITED, TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
20. AUTHORIZE THE TESCO VIN PLUS S.A., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
23. AUTHORIZE THE TESCO GLOBAL RT, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATIONNOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
24. AUTHORIZE THE TESCO POLSKA SP Z.O.O., TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 26 FEB 2005
8. ELECT MR. KAREN COOK AS A DIRECTOR Management For *Management Position Unknown
3. APPROVE THE FINAL DIVIDEND OF 5.27 PENCE PER Management For *Management Position Unknown
SHARE BY THE DIRECTORS TO BE DECLARED PAYABLE
ON 01 JUL 2005 TO HOLDERS OF ORDINARY SHARES
REGISTERED AT THE CLOSE OF BUSINESS ON 22 APR
2005
4. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
5. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
6. RE-ELECT MR. TIM MASON AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
7. RE-ELECT MR. DAVID POTTS AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
9. ELECT MR. CAROLYN MCCALL AS A DIRECTOR Management For *Management Position Unknown
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For *Management Position Unknown
REMUNERATION
21. AUTHORIZE THE TESCO STORES CR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
22. AUTHORIZE THE TESCO STORES SR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 26 FEB 2005
BIOMARIN PHARMACEUTICAL INC. BMRN CONTESTED ANNUAL MEETING DATE: 06/28/2005
ISSUER: 09061G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JEAN-JACQUES BIENAIME 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHELL TRANS & TRADING PLC OGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE COMPANY S ANNUAL ACCOUNTS FOR THE FYE Management For *Management Position Unknown
31 DEC 2004 TOGETHER WITH THELAST DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS
AND THE AUDITABLE PART OF THE REMUNERATION REPORT
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT MR. PETER VOSER AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT SIR PETER JOB AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY ROTATION
5. RE-ELECT MR. LORD OXBURGH AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY VIRTUE OF AGE
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY
7. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS OF THE COMPANY
S.8 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS SPECIFIED IN SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 480,000,000 ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P AND NOT MORE THAN 5% ABOVE
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS
PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
9. APPROVE THE LONG-TERM INCENTIVE PLAN LLTP TO Management For *Management Position Unknown
BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO
THE MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE LTIP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
LTIP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE LTIP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
LTIP
10. APPROVE THE DEFERRED BONUS PLAN DBP TO BE CONSTITUTED Management For *Management Position Unknown
BY THE DRAFT RULES PRODUCED TO THE MEETING AND,
FOR THE PURPOSE OF IDENTIFICATION, INITIALED
BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE DBP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
DBP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE DBP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
DBP
11. APPROVE THE RESTRICTED SHARE PLAN RSP TO BE Management For *Management Position Unknown
CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE RSP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
RSP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE RSP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
RSP
SHELL TRANS & TRADING PLC EGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.1 APPROVE THE CAPITAL OF THE COMPANY BE REDUCED Management For *Management Position Unknown
BY CANCELLING AND EXTINGUISHINGALL THE FIRST
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE FIRST PREFERENCE SHARES ,
IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH FIRST PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE DOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER FIRST PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN ON EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY SAVE THAT IN RESPECT OF ANY DAY
DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE
RELEVANT DATE FOR WHICH NO QUOTATIONS FOR SUCH
SHARE WERE PUBLISHED IN THE STOCK EXCHANGE DAILY
OFFICIAL LIST, THERE SHALL, FOR THE PURPOSES
OF THIS CALCULATION, BE SUBSTITUTED THE PRICE
QUOTED BY DATASTREAM, AN INFORMATION SERVICE
PROVIDED BY THOMSON FINANCIAL, IN RESPECT OF
THAT DAY); AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.2 APPROVE THAT, CONDITIONAL ON THE PASSING OF RESOLUTION Management For *Management Position Unknown
1 ABOVE, THAT THE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SECOND
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE SECOND PREFERENCE SHARES
, IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH SECOND PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE CLOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER SECOND PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH. ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN OIL EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY; AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.3 APPROVE THE MODIFICATION, THE ADDITION OR THE Management For *Management Position Unknown
CONDITION SUBJECT TO THE SCHEMEOF ARRANGEMENT
DATED 19 MAY 2005 BETWEEN THE COMPANY AND THE
HOLDERS OF SCHEME SHARES AS SPECIFIED IN THE
SCHEME OF ARRANGEMENT , IN ITS ORIGINAL FORM
OR IMPOSED BY THE HIGH COURT THE SCHEME , AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE
ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR
APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT;
FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME
IN ITS ORIGINAL FORM OR IMPOSED BY THE HIGH COURT,
THE ISSUED SHARE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SCHEME
SHARES; APPROVE THE FORTHWITH AND THE CONTINGENT
REDUCTION OF THE CAPITAL SET OUT IN THIS RESOLUTION
ABOVE TAKING EFFECT: A) THE AUTHORIZED SHARE
CAPITAL OF THE COMPANY SHALL BE INCREASED BY:
I) THE CREATION OF SUCH NUMBER OF ORDINARY SHARES
OF 25 PENCE EACH AS SHALL BE EQUAL TO THE AGGREGATE
NUMBER OF SCHEME SHARES CANCELLED PURSUANT TO
THIS RESOLUTION ABOVE LESS ONE; AND (II) AMEND
THE CREATION OF 1 DIVIDEND ACCESS SHARE OF 25
PENCE HAVING THE RIGHTS ATTACHING TO IT AS SET
OUT IN THE ARTICLES OF ASSOCIATION OF THE COMPANY
IN ACCORDANCE WITH THIS RESOLUTION THE DIVIDEND
ACCESS SHARE ; AND B) THE COMPANY SHALL APPLY
THE RESERVE ARISING AS A RESULT OF THE CANCELLATION
OF THE SCHEME SHARES IN PAYING UP IN FULL AT
PAR: I) THE ORDINARY SHARES OF 25 PENCE EACH
CREATED PURSUANT TO THIS RESOLUTION I) ABOVE
AND SUCH ORDINARY SHARES BE ALLOTTED AND ISSUED,
CREDITED AS FULLY PAID AND FREE FROM ALL LIENS,
CHARGES, ENCUMBRANCES, RIGHTS OF PRE-EMPTION
OR ANY OTHER THIRD PARTY RIGHTS OF ANY NATURE
WHATSOEVER, TO ROYAL DUTCH SHELL AND/OR ITS NOMINEE(S);
AND II) THE DIVIDEND ACCESS SHARE AND SUCH DIVIDEND
ACCESS SHARE SHALL BE ALLOTTED AND ISSUED, CREDITED
AS FULLY PAID AND FREE FROM ALL LIENS, CHARGES,
ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR ANY OTHER
THIRD PARTY RIGHTS OF ANY NATURE WHATSOEVER,
TO HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
IN ITS CAPACITY, AS TRUSTEE OF THE DIVIDEND ACCESS
TRUST; AND AUTHORIZE THE DIRECTORS OF THE COMPANY,
PURSUANT TO AND IN ACCORDANCE WITH SECTION 80
OF THE COMPANIES ACT, TO ALLOT THE ORDINARY SHARES
OF 25 PENCE EACH CREATED PURSUANT TO THIS RESOLUTION
ABOVE AND THE DIVIDEND ACCESS SHARE, PROVIDED
THAT: A) THIS AUTHORITY SHALL BE WITHOUT PREJUDICE
TO ANY SUBSISTING AUTHORITY CONFERRED ON THE
DIRECTORS OF THE COMPANY UNDER THE SAID SECTION
80; B) THE MAXIMUM NUMBER OF SHARES WHICH MAY
BE ALLOTTED HEREUNDER IS THE NUMBER OF SHARES
CREATED PURSUANT TO PARAGRAPH 3.3(A) ABOVE; AND
C) THIS AUTHORITY SHALL EXPIRE AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AFTER THE PASSING
OF THE RESOLUTION; AND AMEND ARTICLES 5 A , 60
A AND 168 AS NEW ARTICLES OF THE COMPANY
SHELL TRANS & TRADING PLC CRT MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE A SCHEME OF ARRANGEMENT PURSUANT TO SECTION Management For *Management Position Unknown
425 OF THE COMPANIES ACT 1985 PROPOSED TO BE
MADE BETWEEN THE SHELL TRANSPORT AND TRADING
COMPANY, PLC THE COMPANY AND THE HOLDERS
OF THE SCHEME SHARES
ECLIPSYS CORPORATION ECLP ANNUAL MEETING DATE: 06/29/2005
ISSUER: 278856 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EUGENE V. FIFE Management For For
BRADEN R. KELLY Management For For
02 TO APPROVE THE 2005 STOCK INCENTIVE PLAN AND Management Against Against
TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 2,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
03 TO APPROVE THE 2005 EMPLOYEE STOCK PURCHASE PLAN Management For For
AND TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 1,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK.
04 TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
FANUC LTD AGM MEETING DATE: 06/29/2005
ISSUER: J13440102 ISIN: JP3802400006
SEDOL: 5477557, 6356934, B022218
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
3.9 ELECT A DIRECTOR Management For *Management Position Unknown
4. AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
3.19 ELECT A DIRECTOR Management For *Management Position Unknown
2. AMEND THE ARTICLES OF INCORPORATION Management Against *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.8 ELECT A DIRECTOR Management For *Management Position Unknown
3.10 ELECT A DIRECTOR Management For *Management Position Unknown
3.12 ELECT A DIRECTOR Management For *Management Position Unknown
3.14 ELECT A DIRECTOR Management For *Management Position Unknown
3.16 ELECT A DIRECTOR Management For *Management Position Unknown
3.18 ELECT A DIRECTOR Management For *Management Position Unknown
3.20 ELECT A DIRECTOR Management For *Management Position Unknown
3.21 ELECT A DIRECTOR Management For *Management Position Unknown
3.22 ELECT A DIRECTOR Management For *Management Position Unknown
3.23 ELECT A DIRECTOR Management For *Management Position Unknown
3.24 ELECT A DIRECTOR Management For *Management Position Unknown
3.25 ELECT A DIRECTOR Management For *Management Position Unknown
3.26 ELECT A DIRECTOR Management For *Management Position Unknown
3.27 ELECT A DIRECTOR Management For *Management Position Unknown
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 31 YEN
3.11 ELECT A DIRECTOR Management For *Management Position Unknown
3.13 ELECT A DIRECTOR Management For *Management Position Unknown
3.15 ELECT A DIRECTOR Management For *Management Position Unknown
3.17 ELECT A DIRECTOR Management For *Management Position Unknown
KAO CORP AGM MEETING DATE: 06/29/2005
ISSUER: J30642169 ISIN: JP3205800000
SEDOL: 5685479, 6483809, B01DFC4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 19
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS STOCK OPTIONS ON FAVORABLE CONDITIONS
KOMERI CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J3590M101 ISIN: JP3305600003
SEDOL: 6496250, B05PDW2
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 JY13.5, FINAL JY 14.5, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown
2.2 ELECT DIRECTOR Management For *Management Position Unknown
2.3 ELECT DIRECTOR Management For *Management Position Unknown
2.4 ELECT DIRECTOR Management For *Management Position Unknown
2.5 ELECT DIRECTOR Management For *Management Position Unknown
2.6 ELECT DIRECTOR Management For *Management Position Unknown
2.7 ELECT DIRECTOR Management For *Management Position Unknown
SHISEIDO CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J74358144 ISIN: JP3351600006
SEDOL: 5478011, 6805265, B01F3C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 13
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
AUDITORS
6. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS TOCK OPTIONS AS EXECUTIVE COMPENSATION-TYPE
STOCK OPTIONS; PLEASE REFER TO THE PAGE 56 OF
THE PROXY STATEMENT FOR THE DETAILS OF THE PROPOSAL
7. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management Against *Management Position Unknown
AS STOCK OPTIONS AS EMPLOYEE INCENTIVE-TYPE AND
REWARD-TYPE STOCK OPTIONS; PLEASE REFER TO THE
PAGE 62 OF THE PROXY STATEMENT FOR THE DETAILS
OF THE PROPOSAL
TAKEDA PHARMACEUTICAL CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J8129E108 ISIN: JP3463000004
SEDOL: 5296752, 6870445, B01DRX9, B03FZP1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 44 YEN
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
TAKEFUJI CORP AGM MEETING DATE: 06/29/2005
ISSUER: J81335101 ISIN: JP3463200000
SEDOL: 0156946, 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: EXPAND BUSINESS LINES - REDUCE Management For *Management Position Unknown
MAXIMUM BOARD SIZE -CLARIFY DIRECTOR AUTHORITIES
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management Against *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
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
Exeter Fund, Inc. Pro-Blend Moderate Term Series
TICKER: EXBAX
PROXY VOTING RECORD
7/1/2004-6/30/2005
RAYOVAC CORPORATION ROV ANNUAL MEETING DATE: 07/21/2004
ISSUER: 755081 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN S. LUPO Management For For
THOMAS R. SHEPHERD Management For For
02 TO APPROVE THE 2004 RAYOVAC INCENTIVE PLAN. Management For For
03 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Management For For
OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2004.
NATIONAL GRID TRANSCO PLC AGM MEETING DATE: 07/26/2004
ISSUER: G6375K102 ISIN: GB0031223877
SEDOL: 3122387, B02SZP1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE REPORT AND THE ACCOUNTS FOR THE YE Management For *Management Position Unknown
31 MAR 2004 AND THE AUDITORS REPORT ON THE ACCOUNTS
2. DECLARE A FINAL DIVIDEND OF 11.87 PENCE PER ORDINARY Management For *Management Position Unknown
SHARE USD 1.0500 PER AMERICAN DEPOSITARY SHARE
FOR THE YE 31 MAR 2004
3. RE-APPOINT MR. MIKE JESARIA AS A DIRECTOR Management For *Management Position Unknown
4. RE-APPOINT MR. MARIA RICHTER AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT MR. JAMES ROSS AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. JOHN GRANT AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT MR. EDWARD ASTLE AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
COMPANY AUDITOR AND AUTHORIZE THE DIRECTORS TO
SET THEIR REMUNERATION
9. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 MAR 2004
10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY AND PURSUANT TO THE SECTION
80 OF THE COMPANIES ACT 1985 ACT , TO ALLOT
RELEVANT SECURITIES SECTION 80(2) UP TO AN
AGGREGATE NOMINAL AMOUNT OF GBP 102,929,251;
AUTHORITY EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS
MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS IN SUBSTITUTION FOR ANY Management For *Management Position Unknown
EXISTING AUTHORITY, AND PURSUANT TO SECTION 95
OF THE ACT TO ALLOT EQUITY SECURITIES SECTION
94(2) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 AND/OR TO SELL THE EQUITY SECURITIES
HELD AS TREASURY SHARES FOR CASH PURSUANT TO
THE SECTION 162D OF THE ACT, IN EACH CASE AS
IF SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 15,439,387; AUTHORITY
EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE ACT OF UP TO 308,787,755
ORDINARY SHARES OF 10 PENCE EACH, AT A MINIMUM
PRICE OF 10 PENCE AND NOT MORE THAN 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES THE EARLIER OF THE CLOSE OF
THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
14. APPROVE THE REDEMPTION OF THE SPECIAL RIGHTS Management For *Management Position Unknown
NON-VOTING REDEEMABLE PREFERENCESHARE OF GBP
1 IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
BE CANCELLED AND THE AMOUNT OF THE COMPANY S
AUTHORIZED CAPITAL BE DIMINISHED ACCORDINGLY
WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM MEETING DATE:
07/26/2004
ISSUER: G94697102 ISIN: IE0009420385
SEDOL: 0942038, 4942636, 5938195, B01ZL33
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE SALE OF ALL.CLAD Management *Management Position Unknown
2. APPROVE THE INCREASE IN THE AUTHORIZED SHARE Management *Management Position Unknown
CAPITAL OF THE COMPANY
3. AMEND THE ARTICLES FOR THE PURPOSE OF AUTHORIZING Management *Management Position Unknown
THE DIRECTORS TO ALLOT RELEVANT SECURITIES UP
TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL
OF THE COMPANY
S.4 AUTHORIZE THE DIRECTOR TO ALLOT EQUITY SECURITIES Management *Management Position Unknown
IN CERTAIN CIRCUMSTANCES
VODAFONE GROUP PLC VOD ANNUAL MEETING DATE: 07/27/2004
ISSUER: 92857W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For
03 TO RE-ELECT PETER BAMFORD AS A DIRECTOR Management For For
04 TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR Management For For
05 TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)
06 TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
07 TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE Management For For
PER ORDINARY SHARE
08 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
09 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, Management For For
ELECTIONS AND REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management For For
16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For
UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES
OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS
AND OFF-MARKET PURCHASES+
MCKESSON CORPORATION MCK ANNUAL MEETING DATE: 07/28/2004
ISSUER: 58155Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN H. HAMMERGREN Management For For
ROBERT W. MATSCHULLAT Management For For
M. CHRISTINE JACOBS Management For For
02 RATIFYING THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS.
P.T. TELEKOMUNIKASI INDONESIA, TBK TLK ANNUAL MEETING DATE: 07/30/2004
ISSUER: 715684 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DISPENSATION FOR THE DELAY OF CONVENING OF THE Management For For
MEETING.
02 APPROVAL OF THE COMPANY S ANNUAL REPORT FOR THE Management For For
FINANCIAL YEAR 2003.
03 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE
(VOLLEDIQ ACQUIT ET THE CHARGE) TO THE MEMBERS
OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS.
04 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For For
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
05 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For For
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
06 APPROVAL OF THE SPLIT OF NOMINAL VALUE FOR THE Management For For
SERIES A AND B SHARES OF THE COMPANY.
07 APPROVAL OF THE AMENDMENT TO THE ARTICLES OF Management For For
ASSOCIATION OF THE COMPANY ESPECIALLY IN RELATION
TO THE SPLIT OF NOMINAL VALUE OF THE COMPANY
S SHARES.
08 DETERMINATION OF THE REMUNERATION FOR MEMBERS Management For For
OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
IN 2004 FINANCIAL YEAR.
P.T. TELEKOMUNIKASI INDONESIA, TBK TLK ANNUAL MEETING DATE: 07/30/2004
ISSUER: 715684 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 APPROVAL TO CONVENE THE MEETING FOR THE FINANCIAL Management For For
YEAR 2003 ON JULY 30, 2004 AND APPROVAL OF THE
COMPANY S ANNUAL REPORT FOR THE FINANCIAL YEAR
2003.
02 RATIFICATION OF THE COMPANY AUDITED CONSOLIDATED Management For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2003
AND THE GRANTING OF FULL RELEASE AND DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS.
03 DETERMINATION OF THE FINANCIAL YEAR 2003 S PROFIT Management For For
UTILIZATION INCLUDING DISTRIBUTION OF DIVIDEND.
04 APPOINTMENT OF PUBLIC ACCOUNTANT TO AUDIT THE Management For For
COMPANY RECORDS FOR 2004 FINANCIAL YEAR.
05 APPROVAL OF THE SPLIT OF NOMINAL VALUE OF THE Management For For
SERIES A AND B SHARES OF THE COMPANY.
06 APPROVAL OF THE AMENDMENT TO THE ARTICLE OF ASSOCIATION Management For For
OF THE COMPANY ESPECIALLY IN RELATION TO THE
SPLIT OF THE NOMINAL VALUE OF THE COMPANY S SHARES.
07 DETERMINATION OF THE REMUNERATION FOR THE MEMBERS Management For For
OF DIRECTORS AND THE BOARD OF COMMISSIONERS IN
2004 FINANCIAL YEAR.
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK AGM MEETING DATE: 07/30/2004
ISSUER: Y71474129 ISIN: ID1000057904
SEDOL: 6291745
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DISPENSATION FOR THE DELAY OF CONVENING Management *Management Position Unknown
OF THE MEETING
2. APPROVE THE COMPANY S ANNUAL REPORT FOR THE FY Management *Management Position Unknown
2003
3. RATIFY THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS Management *Management Position Unknown
OF THE COMPANY FOR THE FY AND GRANT FULL DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS
4. APPROVE THE PROFIT UTILIZATION INCLUDING DISTRIBUTION Management *Management Position Unknown
OF DIVIDEND FOR THE FY 2003
5. APPOINT THE PUBLIC ACCOUNTANT TO AUDIT THE COMPANY Management *Management Position Unknown
RECORDS FOR THE FY 2004
6. APPROVE THE SPLIT OF NOMINAL VALUE OF THE SERIES Management *Management Position Unknown
A AND B SHARES OF THE COMPANY
7. AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management *Management Position Unknown
IN RELATION TO THE SPLIT OF THE NOMINAL VALUE
OF THE COMPANY SHARES
8. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Management *Management Position Unknown
BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
FOR THE FY 2004
INTERBREW SA, BRUXELLES EGM MEETING DATE: 08/27/2004
ISSUER: B5096U121 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. APPROVE THE NEW AUTHORIZED CAPITAL AND THE AMENDMENTS Management Abstain *Management Position Unknown
TO THE ARTICLES OF ASSOCIATION
2. ACKNOWLEDGEMENT OF DIRECTORS INDEPENDENCE WITHIN Management For *Management Position Unknown
THE MEANING OF ARTICLE 524 OF THE COMPANIES CODE
3. APPROVE THE CAPITAL INCREASE BY WAY OF ISSUANCE Management For *Management Position Unknown
OF 141,712,000 NEW ORDINARY SHARES FURTHER TO
A CONTRIBUTION IN KIND WITH CONDITIONAL CLOSING
4. APPROVE THE CONDITIONAL CHANGE OF NAME Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6. APPROVE THE CONDITIONAL RESIGNATION OF DIRECTORS Management For *Management Position Unknown
AND CONDITIONAL APPOINTMENT OF DIRECTORS
7. APPROVE THE CONDITIONAL SETTING OF REMUNERATION Management For *Management Position Unknown
OF ALL DIRECTORS
8. POWERS Management For *Management Position Unknown
HELEN OF TROY LIMITED HELE ANNUAL MEETING DATE: 08/31/2004
ISSUER: G4388N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY B. ABROMOVITZ Management For For
JOHN B. BUTTERWORTH Management For For
CHRISTOPHER L CARAMEROS Management For For
TIM F. MEEKER Management For For
BYRON H. RUBIN Management For For
GERALD J. RUBIN Management For For
STANLEE N. RUBIN Management For For
JAMES C. SWAIM Management For For
DARREN G. WOODY Management For For
02 TO APPROVE AN AMENDMENT TO THE HELEN OF TROY Management Against Against
LIMITED 1998 STOCK OPTION AND RESTRICTED STOCK
PLAN.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS OF THE COMPANY TO SERVE FOR THE 2005
FISCAL YEAR.
SMITHFIELD FOODS, INC. SFD ANNUAL MEETING DATE: 09/01/2004
ISSUER: 832248 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAY A. GOLDBERG Management For For
JOHN T. SCHWIETERS Management For For
MELVIN O. WRIGHT 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 1, 2005.
03 SHAREHOLDER PROPOSAL REGARDING THE REPORTING Shareholder Against For
OF POLITICAL CONTRIBUTIONS.
04 SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shareholder For Against
REPORT.
KEYENCE CORP AGM MEETING DATE: 09/16/2004
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: 5998735, 6490995, B02HPZ8
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 JY0, FINAL JY 5, SPECIAL JY
0
2 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
SCHOLASTIC CORPORATION SCHL ANNUAL MEETING DATE:
09/21/2004
ISSUER: 807066 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN L. DAVIES Management For For
PETER M. MAYER Management For For
JOHN G. MCDONALD Management For For
WEBMD CORPORATION HLTH ANNUAL MEETING DATE: 09/23/2004
ISSUER: 94769M ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARK J. ADLER, M.D. Management For For
HERMAN SARKOWSKY Management For For
02 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE CERTAIN VOTING RIGHTS
TO THE HOLDERS OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK AND TO INSERT A SENTENCE RECITING
THE TOTAL NUMBER OF SHARES OF ALL CAPITAL STOCK
THAT WEBMD IS AUTHORIZED TO ISSUE.
03 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK FROM 5,000,000 TO 10,000. PROPOSAL
3 IS EXPRESSLY CONDITIONED UPON THE APPROVAL
OF PROPOSALS 2 AND 4 BY STOCKHOLDERS, AND WILL
NOT BE EFFECTIVE UNLESS BOTH PROPOSALS 2 AND
4 ARE ALSO APPROVED.
04 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO CLARIFY THE AUTHORITY OF
WEBMD S BOARD OF DIRECTORS TO DESIGNATE AND AUTHORIZE
THE ISSUANCE OF NEW SERIES OF PREFERRED STOCK
WITH VOTING RIGHTS. PROPOSAL 4 IS EXPRESSLY CONDITIONED
UPON THE APPROVAL OF PROPOSALS 2 AND 3 BY STOCKHOLDERS,
AND WILL NOT BE EFFECTIVE UNLESS BOTH PROPOSALS
2 AND 3 ARE ALSO APPROVED.
DON QUIJOTE CO LTD AGM MEETING DATE: 09/28/2004
ISSUER: J1235L108 ISIN: JP3639650005
SEDOL: 5767753, 6269861
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 JY0, FINAL JY 30, 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
4 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR DIRECTORS
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR STATUTORY AUDITORS
6 APPROVE EXECUTIVE STOCK OPTION PLAN Management For *Management Position Unknown
DIAGEO PLC AGM MEETING DATE: 10/20/2004
ISSUER: G42089113 ISIN: GB0002374006
SEDOL: 0237400, 5399736, 5409345, 5460494
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.11 AMEND ARTICLE 46.1 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
OF THE COMPANY
13. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
14. AUTHORIZE THE BOARD TO AMEND THE DIAGEO EXECUTIVE Management For *Management Position Unknown
SHARE OPTION PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
15. AMEND THE DISCRETIONARY INCENTIVE PLAN IN ACCORDANCE Management For *Management Position Unknown
WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE
MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
16. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 2001 Management For *Management Position Unknown
SHARE INCENTIVE PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
17. AUTHORIZE THE BOARD TO AMEND THE UK SHARESAVE Management For *Management Position Unknown
SCHEME 2000 IN ACCORDANCE WITH THE SCHEDULE OF
AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO
THE PASSING OF RESOLUTION 11
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For *Management Position Unknown
AND THE ACCOUNTS FOR THE YE 30 JUN 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 30 JUN 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
5. RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
6. RE-ELECT MR. P.A. WALKER AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
7. ELECT MR. H.T. STITZER AS A DIRECTOR Management For *Management Position Unknown
8. ELECT MR. J.R. SYMONDS AS A DIRECTOR Management For *Management Position Unknown
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY PARAGRAPH 4.3 OF ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 19 JAN 2006, WHICHEVER IS EARLIER AND FOR
SUCH PERIOD THE MAXIMUM AMOUNT OF EQUITY SECURITIES
WHICH THE DIRECTORS MAY SO ALLOT IN ACCORDANCE
WITH PARAGRAPH 4.4 (C) OF ARTICLE 4 SECTION
95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE
4.4(C) SHALL BE GBP 44,234,986
S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163 OF THE COMPANIES ACT 1985 AS AMENDED
OF UP TO 305,752,223 OF ITS ORDINARY SHARES
OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE
OF 28 101/108 PENCE FOR AN ORDINARY SHARE AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
18. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 1999 Management For *Management Position Unknown
IRISH SHARESAVE SCHEME IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING,
SUBJECT TO THE PASSING OF RESOLUTION 11
19. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL
LIMIT ON ANNUAL AWARDS UNDER THE LONG TERM INCENTIVE
PLAN IS INCREASED TO 250% OF ANNUAL SALARY
TELECOM ITALIA SPA, MILANO SGM MEETING DATE: 10/25/2004
ISSUER: T92778108 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
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS 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 REPORT OF THE COMMON REPRESENTATIVE Management For *Management Position Unknown
RELATED TO THE FUNDS ESTABLISHED FOR THE EXPENSES
NECESSARY TO THE DEFENCE OF THE COMMON INTERESTS
2. APPOINT THE COMMON REPRESENTATIVE AND FIX THE Management For *Management Position Unknown
EMOLUMENT
THE NEWS CORPORATION LIMITED NWSA ANNUAL MEETING DATE: 10/26/2004
ISSUER: 652487 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 SHARE SCHEME MEETING OF PREFERRED SHAREHOLDERS. Management For For
APPROVAL OF THE SHARE SCHEME DESCRIBED IN THE
INFORMATION MEMORANDUM.
02 CAPITAL REDUCTION MEETING. APPROVAL OF THE CAPITAL Management For For
REDUCTION BY CANCELLATION OF ALL SHARES IN THE
COMPANY.
ADS IF YOU MARK THE AGAINST BOX, YOU WILL NOT VOTE Management For For
AS REGISTERED LEGAL OWNER OF NEWSCORP SHARES
AND YOUR VOTE WILL NOT BE COUNTED IN DETERMINING
WHETHER THE SHARE SCHEME IS APPROVED BY A MAJORITY
IN NUMBER OF SHAREHOLDERS VOTING AT THE MEETINGS.
WACHOVIA CORPORATION WB SPECIAL MEETING DATE: 10/28/2004
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Management For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL
MERGE WITH AND INTO WACHOVIA, AS MORE FULLY DESCRIBED
IN THE JOINT PROXY STATEMENT-PROSPECTUS DATED
SEPTEMBER 24, 2004.
CIE GENERALE DE GEOPHYSIQUE SA, MASSY MIX MEETING DATE: 10/29/2004
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.1 APPROVE, THE ISSUE OF BONDS FOR A TOTAL NOMINAL Management For *Management Position Unknown
AMOUNT OF USD 84,980,000.00, WHICH CORRESPONDS
TO 14,000 BONDS OF A PAR VALUE OF USD 6,070.00
EACH, CONVERTIBLE INTO COMPANY S NEW SHARES AND
REDEEMABLE INTO COMPANY S NEW AND-OR EXISTING
SHARES AND-OR BY CASH, OF WHICH INTERESTS ARE
PAYABLE IN NEW AND-OR EXISTING SHARES AND-OR
BY CASH TO BE SUBSCRIBED BY CASH; THE ISSUE OF
BONDS MAY LEAD TO THE ISSUE TO THE PROFIT OF
THE BONDHOLDERS OF A MAXIMUM OF: (-) 1,400,000
SHARES OF A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING
TO A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,800,000.00, (-) 2,000,000 SHARES OF
A PAR VALUE OF EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000.00, (-) 1,200,000 SHARES OF
A PAR VALUE OR EUR 2.00 EACH, CORRESPONDING TO
A CAPITAL INCREASE OF A MAXIMUM NOMINAL AMOUNT
OF EUR 2,400,000.00, AND A GLOBAL ISSUE OF A
MAXIMUM OF 4,599,900 SHARES OF A PAR VALUE OF
EUR 2.00 EACH CORRESPONDING TO A CAPITAL INCREASE
OF A MAXIMUM NOMINAL AMOUNT OF EUR 9,199,800.00
O.2 AUTHORIZE, THE BOARD OF DIRECTORS WITH THE POSSIBILITY Management For *Management Position Unknown
OF DELEGATION TO THE CHAIRMAN AND MANAGING DIRECTOR,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.3 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM ON 13 MAY 2004,
TO INCREASE THE SHARE CAPITAL ON ITS DECISION
UP TO A NOMINAL AMOUNT OF EUR 1,000,000.00 BY
WAY OF ISSUING SHARES OR OTHER SECURITIES GIVING
ACCESS TO THE COMPANY S CAPITAL GRANTED TO THE
MEMBERS OF AN ENTERPRISE SAVINGS PLAN; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES, AND NOTABLY TO CHARGE
ALL FEES 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
O.4 APPROVE TO ADD A NEW ARTICLE OF ASSOCIATION NUMBER Management For *Management Position Unknown
13 ALLOWING THE BOARD OF DIRECTORS TO APPOINT
CONTROL AGENT CONTROL AGENT
O.5 ACKNOWLEDGE THE APPROVAL OF RESOLUTIONS E.1 AND Management For *Management Position Unknown
O.2 AND APPOINT MR. ANDREW SHEINER AS A DIRECTOR
FOR A PERIOD OF 6 YEARS
O.6 AUTHORIZE THE BEARER OF A COPY OF AN EXTRACT Management For *Management Position Unknown
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
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2004
ISSUER: 518439 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
AERIN LAUDER Management Withheld Against
WILLIAM P. LAUDER Management For For
RICHARD D. PARSONS Management For For
LYNN F. DE ROTHSCHILD Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR THE 2005 FISCAL YEAR.
HARRIS INTERACTIVE INC. HPOL ANNUAL MEETING DATE: 11/09/2004
ISSUER: 414549 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. KNAPP Management For For
HOWARD L. SHECTER Management For For
SUBRATA K. SEN Management For For
ANTOINE G. TREUILLE Management For For
02 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 LONG TERM INCENTIVE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 4,000,000.
03 TO APPROVE THE AMENDMENT TO HARRIS INTERACTIVE Management For For
INC. S 1999 EMPLOYEE STOCK PURCHASE PLAN INCREASING
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
THE PLAN BY 500,000.
THE BISYS GROUP, INC. BSG ANNUAL MEETING DATE: 11/11/2004
ISSUER: 055472 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DENIS A. BOVIN Management Withheld Against
ROBERT J. CASALE Management For For
THOMAS A. COOPER Management For For
RUSSELL P. FRADIN Management For For
RICHARD J. HAVILAND Management For For
PAULA G. MCINERNEY Management For For
JOSEPH J. MELONE Management For For
02 THE PROPOSAL TO APPROVE THE COMPANY S 2005 EMPLOYEE Management For For
STOCK PURCHASE PLAN.
03 THE PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS
LLP AS AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING JUNE 30, 2005.
VNU NV, HAARLEM EGM MEETING DATE: 11/16/2004
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 09 NOV 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE DECISION OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
CONCERNING THE SALE OF THE WORLD DIRECTORIES
GROUP
3. APPROVE TO ALTER THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. APPROVE TO ALTER THE BONUS PLAN FOR 2005 AND Management For *Management Position Unknown
FOLLOWING YEARS
5. APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
6. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other For *Management Position Unknown
7. CLOSURE Non-Voting *Management Position Unknown
BAYER AG, LEVERKUSEN EGM MEETING DATE: 11/17/2004
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192,
5069211, 5069459, 5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE AGREEMENT WITH LANXESS AG, THE COMPANY Management For *Management Position Unknown
SHALL TRANSFER ITS ENTIRE INTERESTS IN LANXESS
DEUTSCHLAND GMBH AND THE LANXESS AG, AS WELL
AS THE ENTIRE ASSETS OF LANXESS CORPORATE CENTER
TO ITS WHOLLY-OWNED SUBSIDIARY LANXESS AG PURSUANT
TO SECTION 123(2)1 OF THE GERMAN LAW REGULATING
TRANSFORMATION OF COMPANIES, WITH RETROSPECTIVE
EFFECT FROM 01 JUL 2004 AS COMPENSATION FOR THE
TRANSFER OF ASSETS, THE SHAREHOLDERS OF THE COMPANY
SHALL BE GRANTED, FREE OF CHARGE, 1 BEARER NO-PAR
SHARE OF LANXESS AG IN EXCHANGE FOR 10 BEARER
NO-PAR SHARE OF THE COMPANY; THE LANXESS AG SHARES
SHALL CONVEY DIVIDEND ENTITLEMENT FROM 01 JAN
2004, LANXESS AG SHALL INCREASE ITS SHARE CAPITAL
FROM EUR 50,000 TO EUR 73,034,192 THROUGH THE
ISSUE OF 72,984,192 NEW SHARES
KARSTADT QUELLE AG, ESSEN EGM MEETING DATE: 11/22/2004
ISSUER: D38435109 ISIN: DE0006275001
SEDOL: 4484105, 5786565
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE BE ADVISED THAT KARSTADT QUELLE AG, ESSEN 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
1. APPROVE THE REPORT ON THE REFINANCING CONCEPT Management For *Management Position Unknown
2. APPROVE THE CAPITAL INCREASE AGAINST CONTRIBUTIONS Management For *Management Position Unknown
IN CASH, THE COMPANY S SHARE CAPITAL OF EUR 301,459,904
SHALL BE INCREASED TO UP TO EUR 539,645,824 THROUGH
THE ISSUE OF UP TO 93,041,375 BEARER NO- PAR
SHARES WITH DIVIDEND ENTITLEMENT FROM 01 JAN
2004, AGAINST CONTRIBUTIONS IN CASH, THE NEW
SHARES SHALL BE ISSUED TO THE SHAREHOLDERS AT
A RATIO OF SEVEN NEW SHARES FOR EIGHT OLD SHARES,
AND A PRICE OF AT LEAST EUR 4 PER SHARE
THE HAIN CELESTIAL GROUP, INC. HAIN ANNUAL MEETING DATE: 12/02/2004
ISSUER: 405217 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
IRWIN D. SIMON Management For For
BARRY J. ALPERIN Management For For
BETH L. BRONNER Management For For
JACK FUTTERMAN Management For For
DANIEL R. GLICKMAN Management For For
MARINA HAHN Management For For
ANDREW R. HEYER Management For For
ROGER MELTZER Management For For
MITCHELL A. RING Management For For
LEWIS D. SCHILIRO Management For For
D. EDWARD I. SMYTH Management For For
LARRY S. ZILAVY Management For For
02 TO APPROVE THE AMENDMENT TO THE 2002 LONG TERM Management Against Against
INCENTIVE AND STOCK AWARD PLAN TO INCREASE THE
NUMBER OF SHARES ISSUABLE OVER THE TERM OF THE
PLAN BY 1,800,000 SHARES TO 4,900,000 SHARES
IN THE AGGREGATE.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, Management For For
TO ACT AS REGISTERED INDEPENDENT ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
ENZON PHARMACEUTICALS, INC. ENZN ANNUAL MEETING DATE: 12/07/2004
ISSUER: 293904 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROLF A. CLASSON Management For For
ROBERT LEBUHN Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP TO Management For For
AUDIT THE CONSOLIDATED FINANCIAL STATEMENTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
2005.
ASSOCIATED BRITISH FOODS PLC AGM MEETING DATE: 12/10/2004
ISSUER: G05600138 ISIN: GB0006731235
SEDOL: 0673123, 5685178
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 THEREON FOR THE PERIOD ENDED
18 SEP 2004
2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YE 18 SEP 2004
3. APPROVE TO PAY A DIVIDEND OF 11.15P PER ORDINARY Management For *Management Position Unknown
SHARE ON 14 JAN 2005 TO HOLDERS OF ORDINARY SHARES
ON THE REGISTER OF SHAREHOLDERS OF THE COMPANY
AT THE CLOSE OF BUSINESS ON 03 DEC 2004
4. RE-ELECT MR. WILLARD GORDON GALEN WESTON AS A Management For *Management Position Unknown
DIRECTOR
5. RE-ELECT MR. MICHAEL RICHARD ALEXANDER AS A DIRECTOR Management For *Management Position Unknown
6. ELECT MR. TIMOTHY CLARKE AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For *Management Position Unknown
THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR
REMUNERATION
8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES SECTION 80(2) OF THE COMPANIES ACT
1985 UP TO A MAXIMUM OF 263 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES AT
THE END OF 04 DEC 2009 ; AND THE DIRECTORS MAY
MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH
MAY BE EXERCISED AFTER THE RELEVANT PERIOD
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) OF THE COMPANIES ACT
1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 8, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFER
OF SECURITIES IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE OF 39 MILLION ORDINARY
SHARES OF 5 15/22P EACH; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 31 DEC 2005 ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.10 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
TE ELECTRONIC COMMUNICATIONS
BETWEEN THE COMPANY AND ITS SHAREHOLDERS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM SPECIAL MEETING DATE: 12/21/2004
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE REVISIONS OF THE COMPANY S ARTICLES Management For For
OF INCORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 12/23/2004
ISSUER: N14952225 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 PROFILE OF THE SUPERVISORY BOARD Management For *Management Position Unknown
3. APPROVE THE RECOMMENDATION FOR THE NOMINATION Management For *Management Position Unknown
OF A MEMBER OF THE SUPERVISORY BOARD AND ELECT
THE MEMBER OF THE SUPERVISORY BOARD
4. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
5. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management For *Management Position Unknown
POLICY OF THE BOARD OF MANAGEMENT
6. CLOSURE Non-Voting *Management Position Unknown
SANOFI-AVENTIS EGM MEETING DATE: 12/23/2004
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
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
23 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004,
UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL
CONTRIBUTE THE TOTAL OF ITS ASSETS (EUR 41,208,544,876.00),
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES (EUR 14,099,319,197.00) AND APPROVE
THE TERMS AND CONDITIONS OF THIS AGREEMENT; NET
WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE
THE PAYMENT FOR THE CONTRIBUTIONS ACCORDING TO
A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS SHARES
AGAINST 23 AVENTIS SHARES AND THE OPERATION SHALL
BE FINAL ON 31 DEC 2004; CONSEQUENTLY, THE GENERAL
MEETING DECIDES TO INCREASE THE SHARE CAPITAL
BY EUR 38,245,770.00 TO INCREASE IT FROM EUR
2,784,562,864.00 TO EUR 2,822,808,634.00, BY
THE CREATION OF 19,122,885 NEW FULLY PAID-UP
SHARES OF A PAR VALUE OF EUR 2.00 EACH, TO BE
DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED
COMPANY, WITH A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS
SHARES AGAINST 23 AVENTIS SHARES, BEARING AN
ACCRUING DIVIDEND AS DECIDED AFTER THEIR ISSUE;
THE MERGER SURPLUS OF EUR 508,561,335.00 SHALL
BE REGISTERED IN A MERGER SURPLUS ACCOUNT; THE
AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS FOR
THE SANOFI-AVENTIS SHARES IT HOLDS, WHICH REPRESENTS
EUR 27,894,216.00 SHALL BE CHARGED TO THE MERGER
SURPLUS ACCOUNT, THUS AMOUNTING TO EUR 536,455,551.00;
CAPITAL LOSS ON TRANSFERRED SHARES: EUR 25,277,722,121.00
2. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management For *Management Position Unknown
THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE
NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO
WITHDRAW FROM THE MERGER PREMIUM ALL NECESSARY
AMOUNTS IN ORDER TO: FUND THE LEGAL RESERVE:
10% OF THE CAPITAL EXISTING AFTER THE AMALGAMATION-MERGER,
FUND THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS: EUR 319,518,918.00; FUN OTHER RESERVES
AND PROVISIONS TO CHARGE ALL FEES, EXPENSES AND
RIGHT RESULTING FROM THE AMALGAMATION-MERGER;
THE GENERAL MEETING ALSO DECIDES TO CHARGE THE
CAPITAL LOSS ON TRANSFERRED SHARES TO THE SHARE
PREMIUM, THUS AMOUNTING TO EUR 9,863,155,240.00
3. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE AVENTIS EQUITY WARRANTS SHALL
GIVE RIGHT TO SANOFI-AVENTIS SHARES AND THEIR
NUMBER SHALL CORRESPOND TO THE NUMBER OF AVENTIS
SHARES THESE EQUITY WARRANTS SHALL GIVE RIGHT
AFTER THE IMPLEMENTATION OF THE RATIO OF EXCHANGE
OF 27 AGAINST 23; THE GENERAL MEETING DECIDES
TO RELINQUISH, TO THE BENEFIT OF THE EQUITY WARRANT
HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM NUMBER
OF 301,986; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown
ALL THE OBLIGATIONS RESULTING FROM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRANTING THE RIGHT TO THE SUBSCRIBE AVENTIS
SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL,
SANOFI-AVENTIS SHARES SHALL BE ALLOTTED TO THE
BENEFICIARIES OF OPTIONS GRANTING THE RIGHT TO
SUBSCRIBE AVENTIS SHARES; THE GENERAL MEETING
DECIDES TO RELINQUISH, TO THE BENEFIT OF THE
OPTION HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE DEFINITELY Management For *Management Position Unknown
REALIZED ON 31 DEC 2004, AND THAT CONSEQUENTLY,
AVENTIS SHALL BE DISSOLVED WITHOUT LIQUIDATION
ON 31 DEC 2004
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
ARTICLE 6 (SHARE CAPITAL): THE SHARE CAPITAL
IS SET AT EUR 2,822,808,634.00 AND IS DIVIDED
INTO 1,411,404,317 FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH
7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, BY WAY OF ISSUING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES
GIVING ACCESS TO SANOFI-AVENTIS CAPITAL TO THE
BENEFIT OF THE COMPANY S EMPLOYEES, IN ACCORDANCE
WITH THE LEGAL PROVISIONS OF ARTICLE: L.225-138
C AND L 443-5 C; AUTHORITY IS GIVEN FOR A PERIOD
EXPIRING ON 23 AUG 2006 ; AUTHORIZE THE BOARD
OF DIRECTORS TO MAKE USE OF RESOLUTIONS 8 AND
10 OF THE COMBINED GENERAL MEETING OF 23 JUN
2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS EMPLOYEES
FREE SHARES OR OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION
CANCELS ALL PREVIOUS DELEGATIONS IN ORDER TO
INCREASE SANOFI-AVENTIS CAPITAL BY WAY OF ISSUING
SHARES GRANTED TO EMPLOYEES, WITHOUT THE PRE-EMPTIVE
RIGHT OF SUBSCRIPTIONS AND IT CANCELS AND REPLACES,
FOR ITS PART UNUSED, THE DELEGATION GIVEN IN
RESOLUTION 11 AT THE GENERAL MEETING OF 23 JUN
2004
8. 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
* PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 23
DEC 2004. PLEASE ALSO NOTE THAT THE NEW CUTOFF
DATE IS 09 DEC 2004. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
AMDOCS LIMITED DOX ANNUAL MEETING DATE: 01/20/2005
ISSUER: G02602 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRUCE K. ANDERSON Management For For
ADRIAN GARDNER Management For For
DOV BAHARAV Management For For
JULIAN A. BRODSKY Management For For
CHARLES E. FOSTER Management For For
ELI GELMAN Management For For
JAMES S. KAHAN Management For For
NEHEMIA LEMELBAUM Management For For
JOHN T. MCLENNAN Management For For
ROBERT A. MINICUCCI Management For For
SIMON OLSWANG Management For For
MARIO SEGAL Management For For
02 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR FISCAL YEAR 2004.
03 RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP Management For For
AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
TO FIX REMUNERATION.
AMERICAN HEALTHWAYS, INC. AMHC ANNUAL MEETING DATE: 01/20/2005
ISSUER: 02649V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. THOMAS G. CIGARRAN Management For For
DR. C. WARREN NEEL Management For For
MR. JOHN W. BALLANTINE Management For For
02 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
UNDER THE PLAN.
03 AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN TO Management For For
PROVIDE FOR PERFORMANCE AWARDS UNDER THE PLAN.
KONINKLIJKE BOSKALIS WESTMINSTER NV EGM MEETING DATE: 01/20/2005
ISSUER: N14952225 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
2.1 APPOINT MR. H. BENJAMINS AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD AND APPROVE TO ESTABLISH THE NUMBER OF
MEMBERS OF THE SUPERVISORY BOARD
2.2 APPOINT MR. R.M.F. VAN LOON AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AND APPROVE TO ESTABLISH THE
NUMBER OF MEMBERS OF THE SUPERVISORY BOARD
3. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
ATI TECHNOLOGIES INC. ATYT SPECIAL MEETING DATE: 01/25/2005
ISSUER: 001941 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 THE ELECTION OF EACH OF THE FOLLOWING NOMINEES: Management For For
JOHN E. CALDWELL, RONALD CHWANG, JAMES D. FLECK,
K.Y. HO, ALAN D. HORN, PAUL RUSSO AND ROBERT
A. YOUNG AS DIRECTORS OF THE COMPANY.
02 THE APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE Management For For
COMING YEAR AND AUTHORIZING THE DIRECTORS TO
FIX THEIR REMUNERATION.
03 THE APPROVAL OF THE SPECIAL RESOLUTION IN RESPECT Management For For
OF THE CONTINUANCE OF THE COMPANY (THE CONTINUANCE
) AS A CORPORATION UNDER THE CANADA BUSINESS
CORPORATIONS ACT.
04 THE CONFIRMATION OF A NEW GENERAL BY-LAW OF THE Management For For
COMPANY IN SUCH FORM AS ATTACHED AS SCHEDULE
D TO THE MANAGEMENT INFORMATION CIRCULAR, SUCH
BY-LAW TO BE ADOPTED ONLY UPON THE APPROVAL OF
THE CONTINUANCE BY SHAREHOLDERS AND THE CONTINUANCE
BECOMING EFFECTIVE.
05 AMENDMENT TO THE SHARE OPTION PLAN TO REPLENISH Management For For
THE NUMBER OF COMMON SHARES AVAILABLE FOR ISSUANCE
BY 11,972,871 SHARES.
06 THE APPROVAL OF AN AMENDMENT TO THE OPTION PLAN Management For For
TO PROVIDE THE BOARD WITH THE DISCRETION TO AWARD
TANDEM STOCK APPRECIATION RIGHTS IN CONNECTION
WITH THE GRANT OF OPTIONS UNDER THE OPTION PLAN,
AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR.
SIEMENS AG, MUENCHEN OGM MEETING DATE: 01/27/2005
ISSUER: D69671218 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. TO RECEIVE AND APPROVE THE REPORT OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
2. TO RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management For *Management Position Unknown
AND THE CONSOLIDATED FINANCIAL STATEMENTS, AS
ADOPTED BY THE SUPERVISORY BOARD, TOGETHER WITH
THE MANAGEMENT S DISCUSSION AND ANALYSIS OF SIEMENS
AG AND THE CONSOLIDATED GROUP FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2004; THE MATERIALS
REFERRED TO IN AGENDA ITEMS 1 AND 2 ARE AVAILABLE
FOR INSPECTION ON THE INTERNET AT HTTP://WWW.SIEMENS.COM/AGM
AND AT THE REGISTERED OFFICES OF SIEMENS AG,
WITTELSBACHERPLATZ 2, 80333 MUNICH, AND NONNENDAMMALLEE
101, 13629 BERLIN; UPON REQUEST, A COPY WILL
BE SENT TO SHAREHOLDERS
3. TO CONSIDER AND VOTE UPON APPROPRIATION OF THE Management For *Management Position Unknown
NET INCOME OF SIEMENS AG TO A DIVIDEND PAYMENT;
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT THE FOLLOWING RESOLUTION BE APPROVED
AND ADOPTED: THE UNAPPROPRIATED NET INCOME OF
SIEMENS AG FOR THE FISCAL YEAR ENDED SEPTEMBER
30, 2004 AMOUNTS TO EUR 1,113,844,638.75; THIS
NET INCOME SHALL BE USED TO PAY OUT A DIVIDEND
OF EUR 1.25 ON EACH NO-PAR VALUE SHARE ENTITLED
TO THE DIVIDEND; THE AMOUNT ATTRIBUTABLE TO SHARES
OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) HELD
IN TREASURY BY THE COMPANY AT THE DATE OF THE
ANNUAL SHAREHOLDERS MEETING SHALL BE CARRIED
FORWARD
4. TO RATIFY THE ACTS OF THE MANAGING BOARD; THE Management For *Management Position Unknown
SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE
THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS
OF THE MEMBERS OF THE MANAGING BOARD IN FISCAL
YEAR 2004
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
5. TO RATIFY THE ACTS OF THE SUPERVISORY BOARD; Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE ACTS OF THE MEMBERS OF THE SUPERVISORY
BOARD IN FISCAL YEAR 2004
6. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management For *Management Position Unknown
OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS;
THE SUPERVISORY BOARD PROPOSES THAT THE APPOINTMENT
OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, BERLIN AND FRANKFURT
ON MAIN, TO SERVE AS THE COMPANY S INDEPENDENT
AUDITORS OF THE ANNUAL AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2005 BE RATIFIED
7. TO CONSIDER AND VOTE UPON AN ELECTION TO THE Management For *Management Position Unknown
SUPERVISORY BOARD; DR. BAUMANN WHO WILL REACH
THE RETIREMENT AGE ESTABLISHED BY THE BYLAWS
OF THE SUPERVISORY BOARD IN 2005 WILL RESIGN
AS A MEMBER OF THE SUPERVISORY BOARD WITH EFFECT
FROM THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING.
DR. V. PIERER, WHOSE OFFICE AS PRESIDENT OF THE
MANAGING BOARD WILL ALSO END WITH EFFECT FROM
THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING,
WILL STAND AS NOMINEE FOR ELECTION AS SHARE HOLDER
REPRESENTATIVE TO FILL THE VACANCY CREATED BY
DR. BAUMANN; THEREFORE, THE SUPERVISORY BOARD
PROPOSES THAT DR. JUR., DR.-LNG. E.H. HEINRICH
V. PIERER, DIPL-VOLKSWIRT, ERLANGEN, PRESIDENT
OF THE MANAGING BOARD AND CEO OF SIEMENS AG UNTIL
THE CLOSE OF THE ANNUAL SHAREHOLDERS BE ELECTED
TO THE SUPERVISORY BOARD AS A REPRESENTATIVE
OF THE SHAREHOLDERS WITH EFFECT FROM THE CLOSE
OF THE ANNUAL SHAREHOLDERS MEETING FOR THE REMAINING
TERM OF THE VACANCY LEFT BY DR. BAUMANN; THE
SUPERVISORY BOARD FURTHER PROPOSES TO ELECT PROFESSOR
DR. MICHAEL MIROW, MUNICH, DIPL.-WIRTSCHAFTSINGENIEUR,
AS SUBSTITUTE MEMBER FOR DR. V. PIERER SUBJECT
TO THE PROVISO THAT HE SHALL BECOME A MEMBER
OF THE SUPERVISORY BOARD IF DR. V. PIERER RESIGNS
FROM THE SUPERVISORY BOARD BEFORE THE COMPLETION
OF HIS TERM OF OFFICE, AND THAT HE SHALL BE REINSTATED
AS SUBSTITUTE MEMBER AS SOON AS THE SHAREHOLDERS
MEETING HAS ELECTED A SUCCESSOR FOR DR. V. PIERER
IN THE EVENT OF HIS EARLY RESIGNATION; THE COMPOSITION
OF THE SUPERVISORY BOARD IS GOVERNED BY 96(1)
AND 101 (1) OF THE GERMAN STOCK CORPORATION
ACT (AKTG) AND 7 (1), 1ST SENTENCE, NO. 3 OF
THE GERMAN CODETERMINATION ACT (MITBESTG). THE
SHAREHOLDERS MEETING SHALL NOT BE BOUND TO CANDIDATE
PROPOSALS
8. TO CONSIDER AND VOTE UPON A RESOLUTION AUTHORIZING Management For *Management Position Unknown
THE ACQUISITION AND USE OF SIEMENS SHARES AND
THE EXCLUSIONS OF SHAREHOLDERS PREEMPTIVE AND
TENDER RIGHTS; DUE TO THE EXPIRATION OF THE AUTHORIZATION
ADOPTED AT THE LAST ANNUAL SHAREHOLDERS MEETING,
THE MANAGING BOARD SHALL AGAIN BE AUTHORIZED
TO ACQUIRE SIEMENS SHARES AS A PURCHASE IN THE
STOCK MARKET AND THROUGH A PUBLIC SHARE PURCHASE
OFFER; THE SUPERVISORY BOARD AND THE MANAGING
BOARD PROPOSE THAT APPROVAL BE AND IS HEREBY
GIVEN TO THE FOLLOWING RESOLUTION: (A) THE COMPANY
SHALL BE AUTHORIZED TO ACQUIRE UP TO 10% OF ITS
CAPITAL STOCK EXISTING AT THE DATE OF THE RESOLUTION.
THE AGGREGATE OF SHARES OF STOCK OF SIEMENS AG
( SIEMENS SHARES ) ACQUIRED UNDER THIS AUTHORIZATION
AND ANY OTHER SIEMENS SHARES PREVIOUSLY ACQUIRED
AND STILL HELD IN TREASURY BY THE COMPANY OR
TO BE ATTRIBUTED TO THE COMPANY PURSUANT TO 71E
OF THE GERMAN STOCK CORPORATION ACT (AKTG) SHALL
AT NO TIME EXCEED 10% OF THE THEN EXISTING CAPITAL
STOCK; THIS AUTHORIZATION MAY BE IMPLEMENTED
WHOLLY OR IN PART, ONCE OR SEVERAL TIMES, BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR BY
THIRD PARTIES ON BEHALF OF SIEMENS AG OR ITS
SUBSIDIARIES; THIS AUTHORIZATION SHALL BECOME
EFFECTIVE AS OF MARCH 1, 2005 AND SHALL REMAIN
IN FULL FORCE AND EFFECT THROUGH JULY 26, 2006.
THE AUTHORIZATION TO ACQUIRE SIEMENS SHARES AS
APPROVED AT THE ANNUAL SHAREHOLDERS MEETING
ON JANUARY 22, 2004 WILL TERMINATE ON THE EFFECTIVE
DATE OF THIS NEW AUTHORIZATION; (B) ANY ACQUISITION
OF SIEMENS SHARES SHALL BE EFFECTED AT THE DISCRETION
OF THE MANAGING BOARD EITHER (1) AS A PURCHASE
IN THE STOCK MARKET OR (2) THROUGH A PUBLIC SHARE
PURCHASE OFFER; (1) IF THE SIEMENS SHARES ARE
ACQUIRED IN THE STOCK MARKET, THE PURCHASE PRICE
PAID PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE MARKET PRICE OF A SIEMENS SHARE ON
THE TRADING DAY AS DETERMINED AT THE OPENING
AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE
SIEMENS SHARES ARE ACQUIRED THROUGH A PUBLIC
SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY
ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT
SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISIONS
OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT;
(I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY,
THE COMPANY SHALL STATE THE APPLICABLE PURCHASE
PRICE OR PURCHASE PRICE RANGE PER SHARE. IF A
PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE
SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE
DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE
FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS,
AND THE POSSIBILITY OF ADJUSTING THE PURCHASE
PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER
PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT
MARKET PRICE FLUCTUATIONS DURING THE ACCEPTANCE
PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE
RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE FINAL MANAGING BOARD DECISION ABOUT THE FORMAL
OFFER IS MADE. IN THE EVENT OF AN ADJUSTMENT
OF THE OFFER, THE RELEVANT DATE SHALL BE REPLACED
BY THE DATE ON WHICH THE FINAL MANAGING BOARD
DECISION IS MADE ABOUT THE ADJUSTMENT; IF THE
NUMBER OF SIEMENS SHARES TENDERED BY SHAREHOLDERS
EXCEEDS THE TOTAL VOLUME OF SHARES WHICH THE
COMPANY INTENDED TO REACQUIRE, THE SHAREHOLDERS
RIGHT TO TENDER MAY BE EXCLUDED TO THE EXTENT
THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE
SIEMENS SHARES TENDERED. FURTHERMORE, THE TENDER
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PREFERENTIAL TREATMENT;
(II) IF THE COMPANY PUBLICLY SOLICITS SUBMISSION
OF OFFERS TO SELL SIEMENS SHARES, THE COMPANY
MAY STATE IN ITS SOLICITATION A PURCHASE PRICE
RANGE WITHIN WHICH OFFERS MAY BE SUBMITTED. THE
SOLICITATION MAY PRO VIDE FOR A SUBMISSION PERIOD,
TERMS AND CONDITIONS, AND THE POSSIBILITY OF
ADJUSTING THE PURCHASE PRICE RANGE DURING THE
SUBMISSION PERIOD IF AFTER PUBLICATION OF THE
SOLICITATION THERE ARE SIGNIFICANT MARKET PRICE
FLUCTUATIONS DURING THE SUBMISSION PERIOD; UPON
ACCEPTANCE, THE FINAL PURCHASE PRICE SHALL BE
DETERMINED FROM ALL AVAILABLE SALES OFFERS. THE
PURCHASE PRICE PER SIEMENS SHARE (EXCLUDING INCIDENTAL
TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL
BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS
SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR
TRADING SYSTEM) DURING THE LAST FIVE TRADING
DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN
20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH
THE OFFERS ARE ACCEPTED BY SIEMENS AG; IF THE
NUMBER OF SIEMENS SHARES OFFERED FOR SALE EXCEEDS
THE TOTAL VOLUME OF SHARES WHICH THE COMPANY
INTENDED TO REACQUIRE, THE SHARE HOLDERS RIGHT
TO TENDER MAY BE EXCLUDED TO THE EXTENT THAT
ACCEPTANCE SHALL BE IN PROPORTION TO THE SIEMENS
SHARES TENDERED. FURTHERMORE, THE ACCEPTANCE
OF SMALL LOTS OF UP TO 150 SIEMENS SHARES PER
SHAREHOLDER MAY RECEIVE PRIORITY CONSIDERATION;
(C) THE MANAGING BOARD SHALL BE AUTHORIZED TO
ALSO USE SIEMENS SHARES REACQUIRED ON THE BASIS
OF THIS OR ANY PREVIOUSLY GIVEN AUTHORIZATION
AS FOLLOWS: (1) SUCH STOCK MAY BE RETIRED WITH
THE APPROVAL OF THE SUPERVISORY BOARD WITHOUT
REQUIRING AN ADDITIONAL RESOLUTION BY THE SHAREHOLDERS
MEETING FOR SUCH RETIREMENT OR ITS IMPLEMENTATION;
(2) SUCH STOCK MAY BE USED TO SATISFY THE COMPANY
S OBLIGATIONS UNDER THE 1999 AND 2001 SIEMENS
STOCK OPTION PLANS, BOTH AS AMENDED, IN ACCORDANCE
WITH THE RESOLUTIONS PASSED AT THE ANNUAL SHAREHOLDERS
MEETINGS ON FEBRUARY 18, 1999 AND FEBRUARY 22,
2001. THE APPROVED KEY POINTS OF THESE STOCK
OPTION PLANS CAN BE EXAMINED AS AN INTEGRAL PART
OF THE NOTARIZED MINUTES OF THE ABOVE MEETINGS
AT THE COMMERCIAL REGISTRIES IN BERLIN AND MUNICH.
THEY CAN ALSO BE INSPECTED AT THE REGISTERED
OFFICES OF SIEMENS AG, WITTELSBACHERPLATZ 2,
80333 MUNICH, AND NONNENDAMMALLEE 101, 13629
BERLIN, AND ON THE INTERNET AT HTTP://WWW.SIEMENS.COM/AGM.
UPON REQUEST, A COPY WILL BE SENT TO SHAREHOLDERS
CONTINUING IN BELOW
10. TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE Management For *Management Position Unknown
AMEND THE ARTICLES OF ASSOCIATION TO ADJUST TO
NEW LEGISLATION; THE HITHERTO REQUIRED PUBLICATION
OF COMPANY NOTICES IN THE PRINTED VERSION OF
THE GERMAN FEDERAL GAZETTE IS NO LONGER MANDATORY
IN EVERY CASE. THEREFORE SECTION 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO ACCOUNT FOR
THE FACT THAT NOTICES, IF PERMISSIBLE, SHALL
NO LONGER BE PUBLISHED IN THE PRINTED VERSION
BUT EXCLUSIVELY IN THE ELECTRONIC VERSION OF
THE GERMAN FEDERAL GAZETTE, TO REFLECT THE INTERESTS
OF BOTH SHAREHOLDERS AND THE COMPANY IN A COST-EFFICIENT
AND TRANSPARENT INFORMATION POLICY; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: 3 OF THE ARTICLES
OF ASSOCIATION SHALL BE AMENDED TO READ AS FOLLOWS:
NOTICES OF THE COMPANY REQUIRED BY LAW OR THESE
ARTICLES OF ASSOCIATION SHALL BE PUBLISHED IN
THE ELECTRONIC GERMAN FEDERAL GAZETTE (BUNDESANZEIGER).
IF ANOTHER FORM OF NOTICE SHOULD BE MANDATORILY
REQUIRED, SUCH FORM SHALL REPLACE THE NOTICE
IN THE ELECTRONIC GERMAN FEDERAL GAZETTE
9. TO CONSIDER AND VOTE UPON ADJUSTMENTS TO SUPERVISORY Management For *Management Position Unknown
BOARD REMUNERATION AND RELATED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION; RECENT JURISPRUDENCE
OF THE GERMAN FEDERAL COURT OF JUSTICE HAS RAISED
THE QUESTION OF WHETHER STOCK-BASED COMPENSATION
COMPONENTS OF SUPERVISORY BOARD REMUNERATION
ARE LEGALLY PERMISSIBLE. TO MAKE THE STRUCTURE
OF SUPERVISORY BOARD REMUNERATION AS TRANSPARENT
AS POSSIBLE AND, AT THE SAME TIME, ACCOUNT FOR
THIS UNCLEAR LEGAL SITUATION, THE REMUNERATION
OF SUPERVISORY BOARD MEMBERS, EFFECTIVE FROM
THE START OF THE CURRENT FISCAL YEAR THAT BEGAN
ON OCTOBER 1, 2004, SHALL CONSIST, APART FROM
A FIXED COMPENSATION COMPONENT, ONLY OF VARIABLE
COMPONENTS BASED ON EARNINGS PER SHARE BOTH OVER
THE SHORT AND LONG TERM. CONCURRENTLY, THE CHANGED
LIABILITY ENVIRONMENT CONFRONTING SUPERVISORY
BOARD MEMBERS SHALL BE ACCOUNTED FOR BY AN EXPRESS
PROVISION CONCERNING INSURANCE AGAINST SUCH RISKS
TO THE EXTENT PERMISSIBLE BY LAW; THEREFORE,
THE SUPERVISORY BOARD AND THE MANAGING BOARD
PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN
TO THE FOLLOWING RESOLUTION: (A) SECTION 17 OF
THE ARTICLES OF ASSOCIATION SHALL BE REVISED
TO READ AS FOLLOWS: 1. THE MEMBERS OF THE SUPERVISORY
BOARD SHALL RECEIVE (A) A FIXED COMPENSATION
OF EUR 50,000 P.A.; (B) AN ANNUAL COMPENSATION
BASED ON THE SHORT-TERM SUCCESS OF THE COMPANY
IN THE AMOUNT OF EUR 150 PER EUR 0.01 OF EARNINGS
PER SHARE AS DISCLOSED IN THE CONSOLIDATED FINANCIAL
STATEMENTS EXCEEDING A MINI MUM AMOUNT OF EUR
1.00. THE MINIMUM AMOUNT SHALL BE INCREASED ANNUALLY
BY 10%, BEGINNING WITH THE FISCAL YEAR STARTING
ON OCTOBER 1, 2005; (C) A LONG-TERM COMPENSATION
PAYABLE AFTER EXPIRATION OF THE THEN APPLICABLE
FIVE-YEAR TERM OF THE SUPERVISORY BOARD IN THE
AMOUNT OF EUR 50,000. THE LONG-TERM COMPENSATION
SHALL ONLY BE PAID IF EARNINGS PER SHARE AT THE
END OF THE TERM OF OFFICE HAVE INCREASED BY MORE
THAN 50% COMPARED TO THE BEGINNING OF THE TERM
OF OFFICE; EARNINGS PER SHARE ON WHICH THE SUPERVISORY
BOARD S REMUNERATION IS BASED ARE TO BE ADJUSTED
FOR SIGNIFICANT EXTRAORDINARY RESULTS. MEMBERS
OF THE SUPERVISORY BOARD WHO HAVE SERVED ON THE
SUPERVISORY BOARD OR A COMMITTEE FOR ONLY PART
OF THE FY OR TERM OF OFFICE SHALL RECEIVE A PRO
RATA COMPENSATION FOR EVERY MONTH OF SERVICE
STARTED; 2. THE CHAIRMAN OF THE SUPERVISORY BOARD
SHALL RECEIVE DOUBLE, AND EACH DEPUTY CHAIRMAN
SHALL RECEIVE ONE AND ONE HALF TIMES THE AMOUNTS
TO BE PAID PURSUANT TO SUBSECTIONS 1(A) AND 1(B).
THE CHAIRMAN S COMMITTEE, THE MEDIATION COMMITTEE,
AND THE INVESTMENT COMMITTEE ARE NOT INCLUDED
IN THIS CALCULATION; 3. THE REMUNERATION PURSUANT
TO SUBSECTION 1(A) AND 1(B) SHALL BE PAYABLE
AFTER THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING
RATIFYING THE ACTS OF THE SUPERVISORY BOARD FOR
THE FYE BEFORE THE MEETING. THE COMPANY SHALL
REIMBURSE THE MEMBERS OF THE SUPERVISORY BOARD
FOR EXPENSES INCURRED AND FOR SALES TAXES TO
BE PAID ON THEIR REMUNERATION; AND 4. THE MEMBERS
OF THE SUPERVISORY BOARD SHALL BE INDEMNIFIED
BY THE COMPANY AGAINST THIRD PARTY CLAIMS TO
THE EXTENT PERMISSIBLE BY LAW. FOR THIS PURPOSE,
THE COMPANY PROVIDES A GROUP INSURANCE POLICY
FOR BOARD MEMBERS AND EMPLOYEES OF SIEMENS AG
AND ITS SUBSIDIARIES WHICH COVERS PERSONAL LIABILITY
FOR FINANCIAL LOSS ASSOCIATED WITH SUPERVISORY
OR MANAGEMENT FUNCTIONS . B. THE AMENDMENTS TO
THE ARTICLE OF ASSOCIATION REFERRED TO IN AGENDA
ITEM 9 (A) SHALL APPLY FOR THE FIRST TIME TO
THE FY THAT BEGAN ON 1 OCT 2004. THE LONG-TERM
COMPENSATION COMPONENT PURSUANT TO THE PROPOSED
SECTION 17, SUBSECTION 1(C) OF THE ARTICLE OF
ASSOCIATION SHALL BE CALCULATED AND GRANTED ON
A PRO RATA BASIS FROM THAT DATE UNTIL THE EXPIRATION
OF THE CURRENT TERM OF, OFFICE, I.E., IT WILL
BE PAYABLE PRO RATA FOR THE FIRST TIME AFTER
THE SHAREHOLDER S MEETING RATIFYING THE ACTS
OF THE SUPERVISORY BOARD FOR THE FY 2007
* PLEASE BE ADVISED THAT THESE SHARES OF SIEMENS Non-Voting *Management Position Unknown
AG ARE ISSUED IN REGISTERED FORM AND AS SUCH
DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
8.con CON T (3) SUCH STOCK MAY BE OFFERED FOR PURCHASE Non-Voting *Management Position Unknown
BY, AND TRANSFERRED TO, PERSONS CURRENTLY OR
FORMERLY EMPLOYED BY SIEMENS AG OR ANY OF ITS
SUBSIDIARIES; (4) SUCH STOCK MAY BE USED TO SERVICE
THE CONVERSION OR OPTION RIGHTS GRANTED BY SIEMENS
AG OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH
THE ISSUANCE OF BONDS; THE AGGREGATE NUMBER OF
SHARES TRANSFERRED UNDER THIS AUTHORIZATION MUST
NOT EXCEED 10% OF THE CAPITAL STOCK AT THE TIME
WHEN THE STOCK IS USED, PROVIDED THAT IT IS USED
TO SERVICE CONVERSION OR OPTION RIGHTS ISSUED
BY APPLYING, MUTATIS MUTANDIS, THE PROVISIONS
OF 186 (3), 4TH SENTENCE, OF THE GERMAN STOCK
CORPORATION ACT (AGAINST CONTRIBUTIONS IN CASH,
WITH PREEMPTIVE RIGHTS OF SHAREHOLDERS EXCLUDED).
THIS LIMIT INCLUDES SHARES ISSUED OR DISPOSED
OF BY DIRECT OR MUTATIS MUTANDIS APPLICATION
OF THESE PROVISIONS DURING THE TERM OF THIS AUTHORIZATION
AT THE TIME WHEN THE STOCK IS USED. THE LIMIT
ALSO INCLUDES SHARES THAT WERE ISSUED OR ARE
TO BE ISSUED TO SERVICE BONDS WITH CONVERSION
OR OPTION RIGHTS GRANTED IN ACCORDANCE WITH THE
ABOVE PROVISIONS AT THE TIME WHEN THE STOCK IS
USED; (D) THE SUPERVISORY BOARD SHALL BE AUTHORIZED
TO USE SIEMENS SHARES REACQUIRED BY THE COMPANY
ON THE BASIS OF THIS OR ANY PREVIOUSLY GIVEN
AUTHORIZATION AS FOLLOWS: SUCH SIEMENS SHARES
MAY BE TRANSFERRED TO THE MEMBERS OF THE MANAGING
BOARD OF SIEMENS AG AS STOCK-BASED COMPENSATION
WITH A BLOCKING PERIOD OF AT LEAST TWO (2) YEARS;
IN THE CASE OF A COMMITMENT TO TRANSFER SIEMENS
SHARES AT A LATER DATE, ANY TIME SPAN BETWEEN
COMMITMENT AND SETTLEMENT OF SUCH COMMITMENT
BY THE COMPANY SHALL BE CREDITED AGAINST THE
ABOVE-MENTIONED MINIMUM BLOCKING PERIOD. FURTHER
DETAILS REGARDING STOCK-BASED COMPENSATION FOR
MANAGING BOARD MEMBERS ARE DETERMINED BY THE
SUPERVISORY BOARD; (E) THE AUTHORIZATIONS PURSUANT
TO PARAGRAPHS (C) AND (D) ABOVE MAY BE IMPLEMENTED
ONCE OR SEVERAL TIMES, SEVERALLY OR JOINTLY,
WHOLLY OR IN PART; (F) PREEMPTIVE RIGHTS OF SHAREHOLDERS
REGARDING REACQUIRED SIEMENS SHARES SHALL BE
EXCLUDED TO THE EXTENT TO WHICH SUCH SHARES ARE
USED PURSUANT TO PARAGRAPH (C), SUBSECTIONS (2)
THROUGH (4), AND PARAGRAPH (D) ABOVE
* PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting *Management Position Unknown
THANK YOU
ALLIED DOMECQ PLC AGM MEETING DATE: 01/28/2005
ISSUER: G0187V109 ISIN: GB0007294571
SEDOL: 0729457, 5474763, 5760558, B02S5L7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YEAR 31 Management For *Management Position Unknown
AUG 2004 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2. APPROVE TO PAY A DIVIDEND OF 9.67P PER SHARE Management For *Management Position Unknown
TO HOLDERS OF ORDINARY SHARES ON THE REGISTER
OF MEMBERS OF THE COMPANY AT THE CLOSE OF BUSINESS
07 JAN 2005
3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT FOR THE YEAR TO 31 AUG 2004 AS SPECIFIED
AND THE ACCOUNTS AS SPECIFIED
4. RE-ELECT MR. GRAHAM HETHERINGTON AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. DAVID SCOTLAND AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. RICHARD TURNER AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING
8. APPROVE THAT THE REMUNERATION OF THE AUDITOR Management For *Management Position Unknown
BE DETERMINED BY THE DIRECTORS
9. APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.2 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 80
AMOUNT BE GBP 92,214,192.75
S.10 APPROVE TO RENEW THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
BY ARTICLE 9.3 OF THE ARTICLES OF ASSOCIATION
UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT
AGM AND 15 MONTHS PROVIDED THAT THE SECTION 89
AMOUNT BE GBP 13,832,128.75
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF UP TO 110,657,031
ORDINARY SHARES REPRESENTING 10% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL OF 25P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25P AND UP TO 5% ABOVE OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
12. AUTHORIZE ALLIED DOMECQ HOLDINGS PLC, A WHOLLY Management For *Management Position Unknown
OWNED SUBSIDIARY OF THE COMPANY, FOR THE PURPOSES
OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 80,000 IN TOTAL AND TO INCUR EU POLITICAL
EXPENDITURE NOT EXCEEDING GBP 20,000 IN TOTAL;
AUTHORITY EXPIRES AT THE END OF 12 MONTHS
13. APPROVE THE RULES OF THE ALLIED DOMECQ PLC PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2005 THE PSP AS SPECIFIED AND AUTHORIZE
THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO THE
PSP AS THEY MAY CONSIDER NECESSARY TO TAKE ACCOUNT
OF THE REQUIREMENTS OF THE UK LISTING AUTHORITY
AND THE BEST PRACTICE AND ADOPT THE PSP AS SO
MODIFIED AND TO DO ALL ACTS AND THINGS NECESSARY
TO OPERATE THE PSP; AND AUTHORIZE THE DIRECTORS
TO ESTABLISH SUCH FURTHER PLANE FOR THE BENEFIT
OF THE EMPLOYEES OUTSIDE THE UK, BASED ON THE
PSP, SUBJECT TO SUCH MODIFICATIONS AS MAY BE
NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS
SECURITIES LAWS, EXCHANGE CONTROLS AND TAX LEGISLATION
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL PARTICIPATION TO OVERALL
PARTICIPATION IN THE PSP
14. APPROVE THE CHANGES TO THE RULES OF THE ALLIED Management For *Management Position Unknown
DOMECQ PLC LONG TERM INCENTIVE SCHEME 1999 THE
LTIS AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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
WOLTERS KLUWER NV OGM MEETING DATE: 02/01/2005
ISSUER: N9643A114 ISIN: NL0000395887
SEDOL: 5671519, 5671917, 5677238
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. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE CORPORATE GOVERNANCE Non-Voting *Management Position Unknown
3. ANY OTHER BUSINESS Non-Voting *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
WOLTERS KLUWER NV OGM MEETING DATE: 02/01/2005
ISSUER: N9643A114 ISIN: NL0000395887 BLOCKING
SEDOL: 5671519, 5671917, 5677238
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
ID 215046 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
3. ANY OTHER BUSINESS Other For *Management Position Unknown
4. CLOSURE Non-Voting *Management Position Unknown
VARIAN, INC. VARI ANNUAL MEETING DATE: 02/03/2005
ISSUER: 922206 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
CONRAD W. HEWITT Management For For
GARRY W. ROGERSON Management For For
ELIZABETH E. TALLETT Management For For
02 APPROVAL OF AMENDED AND RESTATED OMNIBUS STOCK Management For For
PLAN
LINDSAY MANUFACTURING CO. LNN ANNUAL MEETING DATE: 02/09/2005
ISSUER: 535555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL N. CHRISTODOLOU Management For For
J. DAVID MCINTOSH Management For For
02 AUDITOR. RATIFICATION OF THE APPOINTMENT OF KPMG Management For For
LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL
YEAR ENDING AUGUST 31, 2005.
ATWOOD OCEANICS, INC. ATW ANNUAL MEETING DATE: 02/10/2005
ISSUER: 050095 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
SEGA SAMMY HOLDINGS INC, TOKYO EGM MEETING DATE: 02/15/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management For *Management Position Unknown
TO JPY 10,000,000,000 FROM THE PRESENT JPY 276,062,754,138
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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.
LUCENT TECHNOLOGIES INC. LU ANNUAL MEETING DATE: 02/16/2005
ISSUER: 549463 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT E. DENHAM Management For For
DANIEL S. GOLDIN Management For For
EDWARD E. HAGENLOCKER Management For For
CARLA A. HILLS Management For For
KARL J. KRAPEK Management For For
RICHARD C. LEVIN Management For For
PATRICIA F. RUSSO Management For For
HENRY B. SCHACHT Management For For
FRANKLIN A. THOMAS Management For For
RONALD A. WILLIAMS Management For For
02 DIRECTORS PROPOSAL TO APPROVE A REVERSE STOCK Management For For
SPLIT IN ONE OF FOUR RATIOS
03 SHAREOWNER PROPOSAL REGARDING PUBLICATION OF Shareholder Against For
POLITICAL ACTION CONTRIBUTIONS
04 SHAREOWNER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
COMPENSATION AWARDS
05 SHAREOWNER PROPOSAL TO AMEND COMPANY S AUDIT Shareholder For Against
SERVICES PRE-APPROVAL POLICY
06 SHAREOWNER PROPOSAL TO REQUIRE SHAREOWNER APPROVAL Shareholder For Against
OF FUTURE GOLDEN PARACHUTES
NOVARTIS AG NVS ANNUAL MEETING DATE: 03/01/2005
ISSUER: 66987V 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 2004.
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 REDUCTION OF SHARE CAPITAL. Management For For
05 FURTHER SHARE REPURCHASE PROGRAM. Management For For
6A RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR A TWO-YEAR Management For For
TERM.
6B RE-ELECTION OF PROF. DR. PETER BURCKHARDT FOR Management For For
A THREE-YEAR TERM.
6C RE-ELECTION OF ALEXANDRE F. JETZER FOR A THREE-YEAR Management For For
TERM.
6D RE-ELECTION OF PIERRE LANDOLT FOR A THREE YEAR Management For For
TERM.
6E RE-ELECTION OF PROF. DR. ULRICH LEHNER FOR A Management For For
THREE YEAR TERM.
07 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
HELMERICH & PAYNE, INC. HP ANNUAL MEETING DATE:
03/02/2005
ISSUER: 423452 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
WILLIAM L. ARMSTRONG Management For For
L.F. ROONEY, III Management Withheld Against
JOHN D. ZEGLIS Management For For
AMERISOURCEBERGEN CORPORATION ABC ANNUAL MEETING DATE: 03/04/2005
ISSUER: 03073E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RODNEY H. BRADY Management For For
CHARLES H. COTROS Management For For
JANE E. HENNEY, M.D. Management For For
R. DAVID YOST Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
CABOT MICROELECTRONICS CORPORATION CCMP ANNUAL MEETING DATE: 03/08/2005
ISSUER: 12709P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
STEVEN V. WILKINSON Management For For
ROBERT J. BIRGENEAU Management For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
FISCAL YEAR 2005.
CABOT CORPORATION CBT ANNUAL MEETING DATE: 03/10/2005
ISSUER: 127055 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DIRK L. BLEVI* Management For For
ARTHUR L. GOLDSTEIN** Management For For
JUAN ENRIQUEZ-CABOT** Management For For
GAUTAM S. KAJI** Management For For
HENRY F. MCCANCE** Management For For
JOHN H. MCARTHUR** Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS CABOT S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER
30, 2005.
NATIONAL-OILWELL, INC. NOV SPECIAL MEETING DATE: 03/11/2005
ISSUER: 637071 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ADOPTION OF THE AMENDED AND RESTATED Management For For
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING, AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 TO APPROVE THE NATIONAL OILWELL VARCO LONG-TERM Management For For
INCENTIVE PLAN, SUBJECT TO COMPLETION OF THE
MERGER CONTEMPLATED BY THE AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER, EFFECTIVE AS OF
AUGUST 11, 2004, BETWEEN NATIONAL-OILWELL, INC.
AND VARCO INTERNATIONAL, INC. AS AMENDED PRIOR
TO THE SPECIAL MEETING.
03 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management Against Against
FOR ANY REASON, INCLUDING TO SOLICIT ADDITIONAL
PROXIES, IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE PROPOSALS.
04 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Management Against Against
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
VARCO INTERNATIONAL, INC. VRC SPECIAL MEETING DATE: 03/11/2005
ISSUER: 922122 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE AMENDED AND RESTATED AGREEMENT Management For For
AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11,
2004, BETWEEN NATIONAL-OILWELL, INC., A DELAWARE
CORPORATION, AND VARCO INTERNATIONAL, INC., A
DELAWARE CORPORATION, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, PURSUANT TO WHICH VARCO WILL
BE MERGED WITH AND INTO NATIONAL OILWELL.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management Against Against
MEETING FOR ANY REASON, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF PROPOSAL 1.
03 IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, Management Against Against
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF.
DOUGLAS HOLDING AG AGM MEETING DATE: 03/16/2005
ISSUER: D2290M102 ISIN: DE0006099005 BLOCKING
SEDOL: 4596680
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 2003/2004, ALONG 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 39,500,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EUR
381,296 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 17 MAR 2005
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 OWN SHARES OF THE COMPANY OF UP TO EUR
117,356,112, AT PRICES NOT DEVIATING MORE THAN
10% FROM THE MARKET PRICE OF THE SHARES, ON OR
BEFORE 15 SEP 2006 AND TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO ALL SHAREHOLDERS IF THE NEW SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO RETIRE THE SHARES, OR TO USE
THE SHARES FOR ACQUISITION PURPOSES
6. AMEND ARTICLES 15, 16 AND 17 OF THE STATUTE IN Management For *Management Position Unknown
ORDER TO ADJUST IT TO UMAG LAW AND IN CONNECTION
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF RESCISSION UMAG
8. ELECT SUSAT AND PARTNER OHG WIRTSCHAFTSPRUEFUNGS-GESELLSCHAFT, Management For *Management Position Unknown
HAMBURG AS THE AUDITORS FOR THE YEAR 2004/2005
7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE VOTING RIGHT BEING EXERCISED BY AN AUTHORIZED
REPRESENTATIVE AND THE USE OF ELECTRONIC MEANS
OF COMMUNICATION FOR THE ISSUE OF PROXY-VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN THE RECORD DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
F-SECURE CORP AGM MEETING DATE: 03/23/2005
ISSUER: X3034C101 ISIN: FI0009801310
SEDOL: 5806850, 5813065
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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1.1 ADOPT THE ACCOUNTS Management For *Management Position Unknown
1.2 APPROVE THE ACTIONS ON PROFIT AND LOSS Management For *Management Position Unknown
1.3 GRANT DISCHARGE FROM LIABILITY Management For *Management Position Unknown
1.4 APPROVE THE REMUNERATION OF THE BOARD MEMBERS Management For *Management Position Unknown
1.5 APPROVE THE REMUNERATION OF THE AUDITOR S Management For *Management Position Unknown
1.6 APPROVE THE COMPOSITION OF THE BOARD Management For *Management Position Unknown
1.7 ELECT THE AUDITOR(S) Management For *Management Position Unknown
2. AUTHORIZE THE BOARD TO DECIDE ON INCREASING THE Management For *Management Position Unknown
COMPANY SHARE CAPITAL BY ONE OR MORE NEW ISSUES/LAUNCHING
ONE OR MORE CONVERTIBLE BONDS/GRANTING OPTION
RIGHTS WITH A RIGHT TO DEVIATE FROM SHAREHOLDERS
PRE-EMPTIVE RIGHT
3. APPROVE THE NEW OPTION PROGRAM TO REPLACE THE Management For *Management Position Unknown
OPTIONS PROPOSED TO BE CANCELLED IN ARTICLE 4
4. APPROVE TO CANCEL THE UNALLOCATED OPTION RIGHTS Management For *Management Position Unknown
IN THE PREVIOUS OPTION PROGRAMMES
BANCO ESPIRITO SANTO SA AGM MEETING DATE: 03/30/2005
ISSUER: X0346X153 ISIN: PTBES0AM0007 BLOCKING
SEDOL: 4058061, 5740334
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2004 MANAGEMENT REPORT AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE 2004 CONSOLIDATED MANAGEMENT REPORT Management For *Management Position Unknown
AND CONSOLIDATED ACCOUNTS
3. APPROVE THE APPLICATION OF THE RESULTS Management For *Management Position Unknown
4. APPROVE TO PROCEED WITH THE APPRECIATION OF MANAGEMENT Management For *Management Position Unknown
AND THE FISCAL MATTERS OF THE COMPANY
5. APPROVE THE MAINTENANCE OF THE GROUP RELATION Management For *Management Position Unknown
RELATED TO THE COMPANIES WITH BES DETAINS ALL
THE SOCIAL CAPITAL
6. APPROVE THE ACQUISITION BY BES OF REPRESENTATIVE Management For *Management Position Unknown
SHARES OF OWN SOCIAL CAPITAL AND POSTERIOR ALIENATION
7. APPROVE TO PROCEED WITH THE RATIFICATION OF THE Management For *Management Position Unknown
DESIGNATION FOR THE EFFECTIVE MEMBER OF THE FISCAL
COUNCIL THE COMPANY KPMG AND ASSOCIADOS
8. ELECT 2 MEMBERS FOR THE BOARD OF DIRECTORS Management For *Management Position Unknown
CANON INC AGM MEETING DATE: 03/30/2005
ISSUER: J05124144 ISIN: JP3242800005
SEDOL: 5485271, 6172323, B021CR1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE THE PROFIT APPROPRIATION FOR NO. 104 Management For *Management Position Unknown
TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN
PROPOSED AS JYP40 PER SHARE JYP65 ON A YEARLY
BASIS
2 AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT MR. FUJIO MITARAI AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. YUKIO YAMASHITA AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. TOSHIZOU TANAKA AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. TSUNEJI UCHIDA AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. YUUSUKE EMURA AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. NOBUYOSHI TANAKA AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. JUNJI ICHIKAWA AS A DIRECTOR Management For *Management Position Unknown
3.8 ELECT MR. HAJIME TSURUOKA AS A DIRECTOR Management For *Management Position Unknown
3.9 ELECT MR. AKIYOSHI MOROE AS A DIRECTOR Management For *Management Position Unknown
3.10 ELECT MR. KUNIO WATANABE AS A DIRECTOR Management For *Management Position Unknown
3.11 ELECT MR. HIRONORI YAMAMOTO AS A DIRECTOR Management For *Management Position Unknown
3.12 ELECT MR. YOUROKU ADACHI AS A DIRECTOR Management For *Management Position Unknown
3.13 ELECT MR. YASUO MITSUHASHI AS A DIRECTOR Management For *Management Position Unknown
3.14 ELECT MR. KATSUICHI SHIMIZU AS A DIRECTOR Management For *Management Position Unknown
3.15 ELECT MR. RYOUICHI BAMBA AS A DIRECTOR Management For *Management Position Unknown
3.16 ELECT MR. TOMONORI IWASHITA AS A DIRECTOR Management For *Management Position Unknown
3.17 ELECT MR. TOSHIO HOMMA AS A DIRECTOR Management For *Management Position Unknown
3.18 ELECT MR. SHIGERU IMAIIDA AS A DIRECTOR Management For *Management Position Unknown
3.19 ELECT MR. MASSAHIRO OOSAWA AS A DIRECTOR Management For *Management Position Unknown
3.20 ELECT MR. KEIJIROU YAMSZAKI AS A DIRECTOR Management For *Management Position Unknown
3.21 ELECT MR. SHUNICHI UZAWA AS A DIRECTOR Management For *Management Position Unknown
3.22 ELECT MR. MASAKI NAKAOKA AS A DIRECTOR Management For *Management Position Unknown
3.23 ELECT MR. TOSHIYUKI KOMATSU AS A DIRECTOR Management For *Management Position Unknown
3.24 ELECT MR. SHIGEYUKI MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown
3.25 ELECT MR. HARUHISA HONDA AS A DIRECTOR Management For *Management Position Unknown
4 GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS: Management For *Management Position Unknown
MR. KINYA UCHIDA AND MR. IKUO SOUMA ACCORDING
TO THE COMPANY RULE
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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.
MABUCHI MOTOR CO LTD AGM MEETING DATE: 03/30/2005
ISSUER: J39186101 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 JY 25, INTERIM SPECIAL JY
39, FINAL JY 25, FINAL SPECIAL JY 26
2.1 ELECT MR. R. MABUCHI AS A DIRECTOR Management For *Management Position Unknown
2.2 ELECT MR. S. KAMEI AS A DIRECTOR Management For *Management Position Unknown
2.3 ELECT MR. N. HABUCHI AS A DIRECTOR Management For *Management Position Unknown
2.4 ELECT MR. E. SON AS A DIRECTOR Management For *Management Position Unknown
2.5 ELECT MR. M. NAKANISHI AS A DIRECTOR Management For *Management Position Unknown
2.6 ELECT MR. Y. UEHARA AS A DIRECTOR Management For *Management Position Unknown
2.7 ELECT MR. S. NISHIMURA AS A DIRECTOR Management For *Management Position Unknown
2.8 ELECT MR. Y. SUGIMOTO AS A DIRECTOR Management For *Management Position Unknown
* PLEASE NOTE THE NEW CUTOFF DATE. THANK YOU. Non-Voting *Management Position Unknown
GLOBE TELECOM INC AGM MEETING DATE: 04/04/2005
ISSUER: Y27257149 ISIN: PHY272571498
SEDOL: 6284864
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE DETERMINATION OF QUORUM Management For *Management Position Unknown
2. APPROVE THE MINUTES OF PREVIOUS MEETING Management For *Management Position Unknown
3. APPROVE THE ANNUAL REPORT OF THE OFFICERS Management For *Management Position Unknown
4.A RATIFY ALL ACTS AND RESOLUTIONS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS AND MANAGEMENT ADOPTED IN THE ORDINARY
COURSE OF BUSINESS DURING THE PRECEDING YEAR
4.B RATIFY THE RESOLUTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
ADOPTED ON 01 FEB 2005 REDUCING THE AUTHORIZED
CAPITAL STOCK TO CANCEL TREASURY SHARES, AND
APPROVE THE AMENDMENT TO THE ARTICLE 7 OF THE
AMENDED ARTICLES OF INCORPORATION TO REFLECT
THE SAME
5. ELECT THE DIRECTORS INCLUDING THE INDEPENDENT Management For *Management Position Unknown
DIRECTORS
6. ELECT THE AUDITORS AND APPROVE TO FIX THEIR REMUNERATION Management For *Management Position Unknown
7. ANY OTHER BUSINESS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
TELECOM ITALIA S P A NEW EGM MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 AND A THIRD CALL ON 07 APR 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 MERGER PLAN OF TELECOM ITALIA MOBILE Management For *Management Position Unknown
SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT
RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting *Management Position Unknown
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
TELECOM ITALIA S P A NEW MIX MEETING DATE: 04/05/2005
ISSUER: T92778108 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
06 APR 2005 (AND A THIRD CALL ON 07 APR 2005).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS 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 APPROVE THE MERGER BY INCORPORATION OF TELECOM Management For *Management Position Unknown
ITALIA MOBILE SPA INTO TELECOM ITALIA SPA AND
THE RESOLUTIONS RELATED THERE TO
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management For *Management Position Unknown
04 AND THE RESOLUTIONS RELATED THERETO
O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS Management For *Management Position Unknown
MEMBERS NUMBER; APPROVE UPON RESTATING THE BOARD
OF DIRECTORS MEMBERS NUMBER, STATING THE BOARD
OF DIRECTORS YEARLY EMOLUMENTS AND APPOINT TWO
NEW MEMBERS
SONAE SGPS SA, MAIA AGM MEETING DATE: 04/06/2005
ISSUER: X82198106 ISIN: PTSON0AE0001 BLOCKING
SEDOL: 4000482, 4822686, 5741542, 5973992
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management For *Management Position Unknown
2004
2. APPROVE THE CONSOLIDATED ANNUAL REPORT AND THE Management For *Management Position Unknown
ACCOUNTS FOR 2004
3. APPROVE THE APPROPRIATION OF THE 2004 NET PROFIT Management For *Management Position Unknown
4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND THE AUDITING
5. APPROVE THE ELECTION OF ANY VACANT POSITIONS Management For *Management Position Unknown
ON THE GOVERNING BODIES AND THE REMUNERATION
COMMITTEE
6. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES, Management For *Management Position Unknown
UNDER THE TERMS OF ARTICLES 319 AND 320 OF THE
COMPANY LAW
7. APPROVE THE ACQUISITION AND THE SALE OF OWN BONDS, Management For *Management Position Unknown
UNDER THE TERMS OF ARTICLES 354 OF THE COMPANY
LAW
8. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES Management For *Management Position Unknown
BY AFFILIATES COMPANIES, UNDER THE TERMS OF ARTICLE
325-B OF THE COMPANY LAW
9. GRANT AUTHORITY TO GRANT OWN SHARES TO THE EMPLOYEES Management For *Management Position Unknown
OF THE COMPANY OR AFFILIATED COMPANIES
* PLEASE NOTE THAT THE SHAREHOLDERS HAVE ONE VOTE Non-Voting *Management Position Unknown
PER 1000 SHARES.THANK YOU.
NOKIA CORPORATION NOK ANNUAL MEETING DATE: 04/07/2005
ISSUER: 654902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote
Number Proposal Type Cast
02 APPROVAL OF THE INCOME STATEMENTS AND THE BALANCE Management For
SHEET.
03 APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL Management For
MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.
04 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE Management Abstain
BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY.
06 PROPOSAL ON THE COMPOSITION OF THE BOARD AS PROPOSED Management For
BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE.
07 DIRECTORS Management For
PAUL J. COLLINS Management For
GEORG EHRNROOTH Management For
BENGT HOLMSTROM Management For
PER KARLSSON Management For
JORMA OLLILA Management For
MARJORIE SCARDINO Management For
VESA VAINIO Management For
ARNE WESSBERG Management For
DAN HESSE Management For
EDOUARD MICHELIN Management For
08 APPROVAL OF THE REMUNERATION TO BE PAID TO THE Management For
AUDITOR.
09 APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS Management For
OY AS THE AUDITORS FOR FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS Management For
TO SELECTED PERSONNEL OF THE COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE Management For
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE THE SHARE Management For
CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA Management For
SHARES.
14 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA SHARES Management For
HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT NOKIA Management Against
S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION
ON YOUR BEHALF ONLY UPON ITEM 15.
Proposal For or Against
Number Mgmt.
02 For
03 For
04 Against
06 For
07
For
For
For
For
For
For
For
For
For
For
08 For
09 For
10 For
11 For
12 For
13 For
14 For
15 *Management Position Unknown
CARREFOUR SA MIX MEETING DATE: 04/11/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
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.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
20 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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 A SECOND REVISION DUE Non-Voting *Management Position Unknown
TO CHANGE IN RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT-OFF
DATE. THANK YOU.
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
ID 222895 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
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004AND THE AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS THE GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management For *Management Position Unknown
THE AVAILABLE EARNINGS BROUGHT FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL
OF THE AGM IS CHF 876,785,274; THE PAYMENT OF
A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE
CAPITAL ELIGIBLE FOR DIVIDEND OF CHF 47,379,425
IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD
IS CHF 815,192,021
4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management For *Management Position Unknown
MACH, SERGIO MARCHIONNE, RICHARD SYKES, PETER
WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS
5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management For *Management Position Unknown
A MAXIMUM AMOUNT OF CHF 2,500,000 AND AMEND THE
ARTICLES OF ASSOCIATION AS SPECIFIED
6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF Management For *Management Position Unknown
DIRECTORS
6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management For *Management Position Unknown
AUDITORS ALSO TO ACT AS THE GROUP AUDITORS ,
FOR THE FY 2005
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/12/2005
ISSUER: 064057 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. 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
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 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shareholder For Against
VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
BANCA INTESA SPA, MILANO OGM MEETING DATE: 04/13/2005
ISSUER: T17074104 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 14
APR 2005. 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
2004, THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT
ACTIVITY AND INTERNAL AUDITORS REPORTS, BALANCE
SHEET REPORTS AS OF 31 DEC 2004 OF INTESA SISTEMI
ESERVIZI SPA, MERGED IN BANCA INTESA STARTING
FROM 01 JAN 2005
2. APPOINT THE DIRECTORS Management For *Management Position Unknown
3. APPOINT THE INTERNAL AUDITORS AND THE CHAIRMAN Management For *Management Position Unknown
FOR FYS 2005/2007 TO STATE THEIR EMOLUMENTS
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/13/2005
ISSUER: 143658 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
RICHARD J. GLASIER 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
SIR JOHN PARKER Management For For
PETER G. RATCLIFFE Management For For
STUART SUBOTNICK Management For For
UZI ZUCKER Management For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Management For For
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Management For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTANTS FOR CARNIVAL
CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Management For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For For
BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC Management For For
TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE
OPEN MARKET.
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/13/2005
ISSUER: 806857 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
J. DEUTCH Management Withheld Against
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
M.E. MARKS Management For For
D. PRIMAT Management For For
T.I. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
R. TALWAR Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Management For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER Management For For
DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
BP PLC AGM MEETING DATE: 04/14/2005
ISSUER: G12793181 ISIN: GB0007980591
SEDOL: 0798059, 5789401, 5790265, 6167493, 7110786
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 4 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
2. TO RE-ELECT THE LORD BROWNE OF MADINGLEY AS A Management For *Management Position Unknown
DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES
SECTION OF THE PROXY STATEMENT)
3. TO RE-ELECT MR J H BRYAN AS A DIRECTOR (SEE BIOGRAPHY Management For *Management Position Unknown
ON PAGES 4-5 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
4. TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
5. TO RE-ELECT MR. I.C. CONN AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
6. TO RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGES 5-6 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
7. TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
8. TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
9. TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
10. TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
11. TO ELECT SIR TOM MCKILLOP AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
12. TO RE-ELECT MR. J.A. MANZONI AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
13. TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
14. TO RE-ELECT MR. H.M.P. MILES AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
15. TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 8 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
16. TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR (SEE Management For *Management Position Unknown
BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION OF THE
PROXY STATEMENT)
17. TO RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For *Management Position Unknown
(SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
* PLEASE NOTE THAT THERE IS NO SHARE BLOCKING AT Non-Voting *Management Position Unknown
THIS MEETING.
18. TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS UNTIL Management For *Management Position Unknown
THE CONCLUSION OF THE NEXT GENERAL MEETING BEFORE
WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE THE
DIRECTORS TO SET THE AUDITORS REMUNERATION FOR
2005 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION
OF THE PROXY STATEMENT)
19. TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERA MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT EQUAL TO THE SECTION 80 AMOUNT
OF GBP 1,770 MILLION (SEE NOTE ON PAGE 10 IN
THE NOTES SECTION OF THE PROXY STATEMENT)
S.20 TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For *Management Position Unknown
THE ANNUAL GENERAL MEETING IN 2006 OR 13 JULY
2006, WHICHEVER IS THE EARLIER, THE AUTHORITY
AND POWER CONFERRED ON THE DIRECTORS BY ARTICLE
13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO
ALLOT EQUITY SECURITIES WHOLLY FOR CASH (A) IN
CONNECTION WITH A RIGHTS ISSUE; AND (B) OTHERWISE
THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO
AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE SECTION
89 AMOUNT OF GBP 265 MILLION (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
S.21 TO AUTHORIZE THE COMPANY GENERALLY AND UNCONDITIONALLY Management For *Management Position Unknown
TO MAKE MARKET PURCHASES (AS DEFINED IN SECTION
163(3) OF THE COMPANIES ACT 1985) OF ORDINARY
SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN
THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES
NOT PURCHASE UNDER THIS AUTHORITY MORE THAN 2.1
BILLION ORDINARY SHARES; (B) THE COMPANY DOES
NOT PAY LESS THAN GBP 0.25 FOR EACH SHARE; AND
(C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE
THAN 5% OVER THE AVERAGE OF THE MIDDLE MARKET
PRICE OF THE ORDINARY SHARES FOR THE FIVE BUSINESS
DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE COMPANY AGREES TO BUY THE SHARES CONCERNED,
BASED ON SHARE PRICES AND CURRENCY EXCHANGE RATES
PUBLISHED IN THE DAILY OFFICIAL LIST OF THE LONDON
STOCK EXCHANGE. IN EXECUTING THIS AUTHORITY THE
COMPANY MAY PURCHASE SHARES USING ANY CURRENCY,
INCLUDING POUNDS STERLING, US DOLLARS, AND EURO.
THIS AUTHORITY SHALL CONTINUE FOR THE PERIOD
ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING
IN 2006 OR 13 JULY 2006, WHICHEVER IS THE EARLIER,
PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE
THIS DATE TO PURCHASE ORDINARY SHARES WHERE THESE
PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY
TERMINATES (EITHER WHOLLY OR IN PART) THE COMPANY
MAY COMPLETE SUCH PURCHASES (SEE NOTE ON PAGE
10 IN THE NOTES SECTION OF THE PROXY STATEMENT)
22. TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
FOR THE YEAR ENDED 31 DECEMBER 2004 (SEE NOTE
ON PAGE 10 IN THE NOTES SECTION OF THE PROXY
STATEMENT)
23. TO APPROVE THE RENEWAL OF THE BP EXECUTIVE DIRECTORS Management For *Management Position Unknown
INCENTIVE PLAN (THE PLAN ), A COPY OF WHICH
IS PRODUCED TO THE MEETING INITIALLED BY THE
CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION,
FOR A FURTHER FIVE YEARS AND TO AUTHORIZE THE
DIRECTORS TO DO ALL ACTS AND THINGS THAT THEY
MAY CONSIDER NECESSARY OR EXPEDIENT TO CARRY
THE PLAN INTO EFFECT (SEE NOTE ON PAGES 11-13
IN THE NOTES SECTION OF THE PROXY STATEMENT)
24. TO RECEIVE THE REPORT OF THE DIRECTORS AND THE Management For *Management Position Unknown
ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004
(SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF
THE PROXY STATEMENT)
* PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting *Management Position Unknown
A MORE DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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
NESTLE SA, CHAM UND VEVEY OGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
OF NESTLE S.A. AND THE NESTLE GROUP; ACKNOWLEDGE
THE REPORTS OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
PROFIT, RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management Against *Management Position Unknown
OF ASSOCIATION, REGARDING ORGANIZATION OF THE
BOARD OF DIRECTORS
4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management For *Management Position Unknown
ARTICLES OF ASSOCIATION, REGARDING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management Against *Management Position Unknown
REGARDING RIGHT OF SHAREHOLDERS TO THE COMPLETE
THE AGENDA
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS 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 212608, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
RWE AG, ESSEN OGM MEETING DATE: 04/14/2005
ISSUER: D6629K109 ISIN: DE0007037129 BLOCKING
SEDOL: 4768962, 4769158, 7169647
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 843,698,064.82 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES;
EUR 90,564.82 SHALL BE CARRIED FORWARD; AND EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS
THE AUDITORS FOR THE YEAR 2005
6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT
DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE
OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20% IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO RETIRE THE SHARES, AND TO USE THE
SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES,
OR IN CONNECTION WITH MERGERS AND ACQUISITIONS
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Management For *Management Position Unknown
THE AGM AND SECTION 15 ATTENDANCE OF THE AGM
OF THE ARTICLES OF ASSOCIATION IN CONNECTION
WITH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED
TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG
WHICH IS PLANNED TO BECOME EFFECTIVE AS PER
01 NOV 2005 AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
IN MEETING TYPE. 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 A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF DETAILED AGENDA. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY S MEETING.
SCHERING AG OGM MEETING DATE: 04/14/2005
ISSUER: D67334108 ISIN: DE0007172009 BLOCKING
SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 194,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-DIVIDEND
AND PAYABLE DATE: 15 APR 2005
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 BDO DEUTSCHE WARENTREUHAND AG, HAMBURG, Management For *Management Position Unknown
AS THE AUDITORS FOR THE 2005 FY
6. APPROVE THE ADJUSTMENT OF THE REMUNERATION FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD AND THE CORRESPONDING AMENDMENTS
TO THE ARTICLES OF ASSOCIATION FROM THE 2005
FY ON EACH MEMBER OF THE SUPERVISORY BOARD SHALL
RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 35,000,
A PROFIT-RELATED REMUNERATION OF EUR 250 FOR
EVERY EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS
OF EUR 1.20, AND A PERFORMANCE-RELATED REMUNERATION
OF AT LEAST EUR 35,000 AND THE CHAIRMAN TO RECEIVE
2.25 TIMES AND THE DEPUTY CHAIRMAN 1.1 TIMES,
THESE AMOUNTS; AND APPROVE TO INCREASE THE TOTAL
REMUNERATION FOR COMMITTEE MEMBERS TO EUR 585,000
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT OF AVOIDANCE UMAG WHICH IS TO
BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED
8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 15,000,000,
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
A REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE
THAN 20% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 30 SEP 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO RETIRE THE SHARES, TO
USE THE SHARES FOR ACQUISITION PURPOSES, TO OFFER
THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS
AFFILIATES, AND TO USE THE SHARES FOR THE CONVERSION
OF BONDS OR FOR THE EXERCISE OF OPTION RIGHTS
9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY SCHERADMIN
01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN
2005 UNTIL AT LEAST 31 DEC 2009
10. APPROVE THE ADJUSTMENT OF THE PROFIT TRANSFER Management For *Management Position Unknown
AGREEMENTS WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
BERLISERVE PROFESSIONAL SERVICES GMBH, INTENDIS
GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING
FINLAND HOLDING GMBH, AND SCHERING VERSICHERUNGS-VERMITTLUNG
GMBH
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
THE E.W. SCRIPPS COMPANY SSP ANNUAL MEETING DATE:
04/14/2005
ISSUER: 811054 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DAVID A. GALLOWAY Management For For
NICHOLAS B. PAUMGARTEN Management Withheld Against
RONALD W. TYSOE Management For For
JULIE A. WRIGLEY Management For For
WOLTERS KLUWER NV AGM MEETING DATE: 04/14/2005
ISSUER: N9643A114 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.b APPROVE THE NOTICE BY SUPERVISORY BOARD FOR THE Management For *Management Position Unknown
YEAR 2004
2.d ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
3.a GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD
* 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 07 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
2.a APPROVE THE REPORT OF THE MANAGEMENT FOR THE Management For *Management Position Unknown
YEAR 2004
2.c APPROVE THE RESERVATION AND THE DIVIDEND POLICY Management For *Management Position Unknown
2.e APPROVE THE PAYMENT IN CASH EUR 0.55 OR OPTIONAL Management For *Management Position Unknown
IN SHARES
3.b GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6.a RE-APPOINT MRS. A.J. FROST AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.b RE-APPOINT MR. P.N. WAKKIE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management For *Management Position Unknown
8.a AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SHARES/GRANT Management For *Management Position Unknown
RIGHTS TO TAKE SHARES
8.b AUTHORIZE THE MANAGEMENT BOARD TO RESTRICT OR Management For *Management Position Unknown
EXCLUDE THE PRE-EMPTIVE RIGHTS
9. GRANT POWERS TO PURCHASE COMPANY S OWN SHARES Management For *Management Position Unknown
10. GRANT ASSIGNMENT TO KPMG Management For *Management Position Unknown
11. QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
GRUPO MODELO SA DE CV OGM MEETING DATE: 04/18/2005
ISSUER: P4833F104 ISIN: MXP4833F1044
SEDOL: 2380539, 7715277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
I. APPROVE THE INFORMATION OF THE ADMINISTRATION Management For *Management Position Unknown
BOARD INCLUDING THE AUDITOR S REPORT PRESENTATION
AND APPROVE THE FINANCIAL STATEMENTS OF THE ENTITY
AS OF 31 DEC 2004, INCLUDING THE COMMISAR S INFORM
II. APPROVE THE APPLICATION OF RETAINED EARNINGS Management For *Management Position Unknown
INCLUDING THE PAYMENT OF A DIVIDEND OF MXN 3,414,347,613.60
OR MXN 1.05 PESOS PER SHARES AND FORMALIZE THE
RESOLUTIONS OF THE MEETING
III. APPROVE THE COMPENSATION FOR THE MEMBERS OF THE Management For *Management Position Unknown
BOARD, THE COMMISAR, AND OTHER RELATED OFFICIALS
IV. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Management For *Management Position Unknown
THE MEMBERS OF THE BOARD INCLUDING OTHER OFFICIALS
SUCH AS THE SECRETARY AND THE COMMISAR
V. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE
VI. APPROVE THE DESIGNATION OF THE DELEGATES TO FORMALIZE Management For *Management Position Unknown
THE RESOLUTIONS OF THE MEETING
GRUPO MODELO SA DE CV OGM MEETING DATE: 04/18/2005
ISSUER: P4833F104 ISIN: MXP4833F1044
SEDOL: 2380539, 7715277
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
ID 225117 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT 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.
I. APPROVE THE INFORMATION OF THE ADMINISTRATION Non-Voting *Management Position Unknown
BOARD INCLUDING THE AUDITOR S REPORT PRESENTATION
AND APPROVE THE FINANCIAL STATEMENTS OF THE ENTITY
AS OF 31 DEC 2004, INCLUDING THE COMMISAR S INFORM
II. APPROVE THE APPLICATION OF RETAINED EARNINGS Non-Voting *Management Position Unknown
INCLUDING THE PAYMENT OF A DIVIDEND OF MXN 3,414,347,613.60
OR MXN 1.05 PESOS PER SHARES AND FORMALIZE THE
RESOLUTIONS OF THE MEETING
III. APPROVE THE COMPENSATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
BOARD, THE COMMISAR, AND OTHER RELATED OFFICIALS
IV. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Non-Voting *Management Position Unknown
THE MEMBERS OF THE BOARD INCLUDING OTHER OFFICIALS
SUCH AS THE SECRETARY AND THE COMMISAR
V. APPROVE THE DESIGNATION AND/OR RATIFICATION OF Non-Voting *Management Position Unknown
THE EXECUTIVE COMMITTEE
VI. APPROVE THE DESIGNATION OF THE DELEGATES TO FORMALIZE Non-Voting *Management Position Unknown
THE RESOLUTIONS OF THE MEETING
HENKEL KGAA OGM MEETING DATE: 04/18/2005
ISSUER: D32051126 ISIN: DE0006048432
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.
THANK YOU.
* PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT, AND APPROVE THE 2004
FINANCIAL STATEMENTS
2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting *Management Position Unknown
THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50
AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24
PER ORDINARY SHARE, PAYMENT OF A DIVIDEND OF
EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND
AND PAYABLE DATE 19 APR 2005
3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting *Management Position Unknown
5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting *Management Position Unknown
6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN/FRANKFURT,
AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
FY 2005
7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting *Management Position Unknown
SHAREHOLDERS COMMITTEE
8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD
9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting *Management Position Unknown
AND PREFERRED SHARES OF THE COMPANY OF UP TO
10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES
ON OR BEFORE 17 OCT 2006; AND TO USE THE SHARES
WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE
PLAN, AND IN CONNECTION WITH THE MERGERS AND
ACQUISITIONS, 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,
AND TO RETIRE THE SHARES
10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting *Management Position Unknown
SUPERVISORY BOARD AND THE SHAREHOLDERS COMMITTEE
AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES
OF ASSOCIATION, EACH MEMBER OF THE SUPERVISORY
BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION
OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION
OF UP TO EUR 50,000, THE CHAIRMAN SHALL RECEIVE
TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES,
THESE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE
SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE
FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER
OF THE SHAREHOLDERS COMMITTEE SHALL RECEIVE
A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-RELATED
REMUNERATION OF UP TO EUR 50,000, THE CHAIRMAN
SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN AND
ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS
OF ONE OR MORE COMMITTEES AS PER SECTION 32 OF
THE ARTICLES OF ASSOCIATION SHALL RECEIVE AN
ADDITIONAL REMUNERATION EQUAL TO THE TOTAL ANNUAL
REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS
COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL
RECEIVE TWICE THIS AMOUNT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown
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 THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN. THANK YOU.
TOMRA SYSTEMS ASA AGM MEETING DATE: 04/19/2005
ISSUER: R91733114 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.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
1. OPENING OF MEETING BY THE CHAIRMAN OF THE BOARD Management For *Management Position Unknown
AND ANNOUNCEMENT OF LIST SHAREHOLDERS/PROXIES
PRESENT AT MEETING
2. ELECT TWO SHAREHOLDERS TO CO-SIGN THE MEETING Management For *Management Position Unknown
S PROTOCOL
3. APPROVE THE NOTICE AND THE AGENDA Management For *Management Position Unknown
4. APPROVE THE REPORT BY MANAGEMENT ON THE STATUS Management For *Management Position Unknown
OF THE COMPANY
5. APPROVE THE ANNUAL ACCOUNTS OF THE COMPANY AND Management For *Management Position Unknown
THE GROUP INCLUDING DIVIDEND PROPOSAL
6. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
7. APPROVE TO DETERMINE THE REMUNERATION FOR THE Management For *Management Position Unknown
BOARD OF DIRECTORS, BOARD COMMITTEES AND THE
AUDITOR
8. ELECT THE BOARD OF DIRECTORS AND THE COMMITTEE Management For *Management Position Unknown
9. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL
U.S. BANCORP USB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 902973 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOEL W. JOHNSON Management Withheld Against
DAVID B. O'MALEY Management For For
O'DELL M. OWENS MD, MPH Management For For
CRAIG D. SCHNUCK Management Withheld Against
WARREN R. STALEY Management For For
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
03 AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE Management For For
SUPERMAJORITY VOTING.
04 SHAREHOLDER PROPOSAL: PERFORMANCE VESTING SHARES. Shareholder Against For
05 SHAREHOLDER PROPOSAL: PROHIBITION ON TAX AND Shareholder Against For
NON-AUDIT WORK BY INDEPENDENT AUDITORS.
VNU NV, HAARLEM AGM MEETING DATE: 04/19/2005
ISSUER: N93612104 ISIN: NL0000389872 BLOCKING
SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 12 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU.
1. OPENING Non-Voting *Management Position Unknown
2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3.A APPROVE THE ESTABLISHMENT OF ANNUAL ACCOUNTS Management For *Management Position Unknown
2004
3.B GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management For *Management Position Unknown
BOARD FOR MANAGEMENT CONDUCTED IN 2004
3.C GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR SUPERVISION EXERCISED
3.D APPROVE THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
IN THE ENGLISH LANGUAGE AS FROM 2005
4.A APPROVE THE EXPLANATION DIVIDEND AND THE RESERVATION Management For *Management Position Unknown
POLICY
4.B APPROVE THE DIVIDEND PROPOSAL Management For *Management Position Unknown
5. AUTHORIZE THE BOARD OF MANAGEMENT TO PURCHASE Management For *Management Position Unknown
THE COMPANY S OWN SHARES
6.B AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES B
6.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY Management For *Management Position Unknown
SHARES ON 7% PREFERENCE SHARES
6.C AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management Against *Management Position Unknown
SHARES A
6.D AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management For *Management Position Unknown
OR EXCLUDE THE PRE-EMPTIVE RIGHT
7. RE-APPOINT AN EXTERNAL AUDITOR Management For *Management Position Unknown
8. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF MANAGEMENT
9. APPOINT MR. A. VAN ROSSUM AS THE MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD AS FROM 19 APR 2005
10. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
11. ANNOUNCEMENTS AND QUESTIONS Management For *Management Position Unknown
12. CLOSURE Non-Voting *Management Position Unknown
WACHOVIA CORPORATION WB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN D. BAKER, II* Management For For
PETER C. BROWNING* Management For For
DONALD M. JAMES* Management For For
VAN L. RICHEY* Management For For
G. KENNEDY THOMPSON* Management For For
JOHN C. WHITAKER, JR.* Management For For
WALLACE D. MALONE, JR** Management For For
ROBERT J. BROWN*** Management For For
02 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.
AXA, PARIS OGM MEETING DATE: 04/20/2005
ISSUER: F06106102 ISIN: FR0000120628 BLOCKING
SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR CLOSED ON 31 DEC 2004, IN
THE FORM PRESENTED TO THE MEETING
O.3 APPROVE THE PROFITS FOR THE FY: EUR 518,959,933.00; Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 2,487,060,253.00
I. E. AN AVAILABLE AMOUNT FOR THE ALLOCATION
OF THE INCOME WHICH REACHES THE SUM OF EUR 3,006,020,186.00;
APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL
SO OBTAINED AS FOLLOWS: LEGAL RESERVE: EUR 25,947,997.00;
GLOBAL DIVIDEND: EUR 1,164,150,944.00; CARRY
FORWARD ACCOUNT: EUR 1,815,921,245.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER SHARE
WITH A CUT OF EUR 0.305; THIS DIVIDEND WILL BE
PAID ON 28 APR 2005
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L. 225-86 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ANTHONY Management For *Management Position Unknown
HAMILTON AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management For *Management Position Unknown
LACHMANN AS A MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
PEBEREAU AS A MEMBER OF THESUPERVISORY BOARD
FOR A PERIOD OF 4 YEARS
O.10 RATIFY THE APPOINTMENT OF MR. LEO APOTHEKER Management For *Management Position Unknown
IN REPLACEMENT OF MR. ALFRED VONOPPENHEIM AS
A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE IN 2007 UPON THE
ANNUAL FINANCIAL STATEMENTS FOR LAST FISCAL YEAR
O.11 APPOINT MR. JACQUES DE CHATEAUVIEUX IN REPLACEMENT Management For *Management Position Unknown
OF MR. JACQUES CALVET ASA MEMBER OF THE SUPERVISORY
BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MRS. DOMINIQUE REINICHE AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,000,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 11 GIVEN BY THE GENERAL
MEETING OF 21 APR 2004, TO TRADE IN THE COMPANY
S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; APPROVE THAT IN CASE OF A
BID UPON THE COMPANY S EQUITY SHARES SETTLED
FULLY IN CASH, THE COMPANY CAN CONTINUE THE PROCEEDING
OF ITS STOCK REPURCHASE PROGRAMME; THE GENERAL
MEETING DELEGATES ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management For *Management Position Unknown
OF RESOLUTION NUMBER 14 GIVEN BY THE GENERAL
MEETING OF 30 APR 2003, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS
SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
COMPANY S CAPITAL THROUGH THE ISSUE OF COMMON
SHARES OR SECURITIES THAT ENTITLE THE BEARER
TO COMMON SHARES OF THE COMPANY OR ONE OF ITS
SUBSIDIARIES, WITH PREFERENTIAL SUBSCRIPTION
RIGHTS MAINTAINED
E.17 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE CAPITAL Management For *Management Position Unknown
THROUGH THE ISSUE OF COMMON SHARES OR SECURITIES
THAT ENTITLE THE BEARER TO SHARE CAPITAL OF THE
COMPANY OR ONE OF ITS SUBSIDIARIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED
E.18 AUTHORIZE THE MANAGEMENT BOARD, IN THE EVENT Management For *Management Position Unknown
THAT SHARES OR SECURITIES WITH PREFERENTIAL SUBSCRIPTION
RIGHTS WAIVED ARE ISSUED UNDER THE TERMS OF THE
SEVENTEENTH RESOLUTION, TO SET THE ISSUE PRICE
UNDER THE CONDITIONS DEFINED BY THE SHAREHOLDERS
AND UP TO A MAXIMUM OF 10% OF THE EQUITY CAPITAL
E.26 GRANT AUTHORITY TO GRANT STOCK PURCHASE AND/OR Management For *Management Position Unknown
STOCK SUBSCRIPTION OPTIONS
E.19 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
AMOUNT OF THE INITIAL ISSUE, IN THE EVENT THAT
SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL
SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER
THE TERMS SET FORTH IN THE SIXTEENTH TO THE EIGHTEENTH
RESOLUTIONS
E.20 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES, IN THE EVENT THAT A PUBLIC EXCHANGE
OFFER IS INITIATED BY THE COMPANY
E.21 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management For *Management Position Unknown
CAPITAL OF THE COMPANY THROUGHTHE ISSUE OF COMMON
SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY
S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN
KIND UP TO A MAXIMUM OF 10% OF SHARE CAPITAL
E.22 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management For *Management Position Unknown
SHARES IN CONNECTION WITH THE ISSUE OF SECURITIES,
BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM
TO THE COMPANY S COMMON SHARES
E.23 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SECURITIES Management For *Management Position Unknown
ENTITLING THEIR BEARERS TOAN ALLOTMENT OF DEBT
INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE
OF THE COMPANY S CAPITAL
E.24 AUTHORIZE THE MANAGEMENT BOARD TO RESOLVE TO Management For *Management Position Unknown
ISSUE SECURITIES SECURING IMMEDIATE OR DEFERRED
ACCESS TO THE COMPANY S SHARE CAPITAL, RESERVED
FOR EMPLOYEES ENROLLED IN THE EMPLOYER SPONSORED
COMPANY SAVINGS PLAN
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
E.25 AUTHORIZE THE MANAGEMENT BOARD TO FREELY ALLOT Management For *Management Position Unknown
SHARES TO EMPLOYEES OF THE COMPANY
E.27 AUTHORIZE THE MANAGEMENT BOARD TO REDUCE CAPITAL Management For *Management Position Unknown
THROUGH THE CANCELLATION OF SHARES
E.28 AMEND THE BY-LAWS TO REFLECT CHANGES IN THE THRESHOLD Management Against *Management Position Unknown
FOR OWNERSHIP OF VOTINGRIGHTS WITH RESPECT TO
REGULATED AGREEMENTS
E.29 AMEND THE ARTICLE 12 OF THE BYLAWS, TO STIPULATE Management For *Management Position Unknown
THAT THE CONSENT OF THE SUPERVISORY BOARD IS
REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK
OPTION PLAN OF ANY KIND AND II) THE GRANTING
OF FREE ALLOTMENTS OF SHARES
E.30 GRANT AUTHORITY TO COMPLY WITH ALL FORMAL REQUIREMENTS Management For *Management Position Unknown
IN CONNECTION WITH THIS MEETING
* 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.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING
O.6 APPROVE THE RESIGNATION OF MR. THIERRY BRETON Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
O.4 APPROVE THAT, DUE TO THE EXCEPTIONAL TAX OF 2.5% Management For *Management Position Unknown
ON THE SUMS APPEARING IN THESPECIAL RESERVE ON
LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE LIMIT
OF EUR 200,000,000.00, THAT AN AMOUNT OF EUR
200,000,000.00 CHARGED TO THE SPECIAL RESERVE
ON LONG- TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED
TO THE ORDINARY RESERVE ACCOUNT; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES ACCOMPLISH ALL NECESSARY FORMALITIES
BANCO BPI SA, PORTO AGM MEETING DATE: 04/20/2005
ISSUER: X04608109 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 4072566, 5721759, 5788163
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE 2004 REPORT AND RESULTS AND THE 2004 Management For *Management Position Unknown
CONSOLIDATED REPORT AND RESULTS
2. APPROVE THE PROFIT S APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND AUDITING
4. ELECT THE MEMBERS OF THE CORPORATE BOARDS FOR Management For *Management Position Unknown
THE NEXT 3 YEARS
5. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management For *Management Position Unknown
* PLEASE NOTE THAT 1000 MINIMUM SHARES HAVE 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
CARREFOUR SA MIX MEETING DATE: 04/20/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 11 APR 2005 HAS BEEN POSTPONED TO 20 APR 2005.
PLEASE ALSO NOTE THE 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.
* 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221840 DUE TO THE CHANGE IN MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
PLEASE ALSO NOTE THE NEW CUT-OFF DATE. THANK
YOU.
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
E.22 APPROVE THE POWERS FOR FORMALITIES Management For *Management Position Unknown
IMPRESA SOCIEDADE GESTORA DE PARTICIPACOES SOCIAS SA AGM MEETING DATE:
04/20/2005
ISSUER: X3570M117 ISIN: PTIPR0AM0000 BLOCKING
SEDOL: 4569950, 5979406
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE, UNDER ARTILCE 376, N.1 AND ARTICLE 508-A Management For *Management Position Unknown
OF THE COMPANY S CODE, THE ANNUAL REPORT, THE
AUDITORS REPORT, THE CONSOLIDATED ANNUAL REPORT
AND ALSO THE CONSOLIDATED AUDITOR S REPORT FOR
2004
2. APPROVE THE PROFITS APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE GENERAL APPRECIATION OF THE COMPANYS Management For *Management Position Unknown
MANAGEMENT AND AUDITING
4. RATIFY THE DIRECTOR CO-OPTATION Management For *Management Position Unknown
5. ELECT THE ALTERNATE SUPERVISOR Management For *Management Position Unknown
* PLEASE NOTE THAT EVERY 100 SHARES IS EQUAL TO Non-Voting *Management Position Unknown
1 VOTE. THANK YOU.
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/21/2005
ISSUER: 001084 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HERMAN CAIN Management For For
WOLFGANG DEML Management For For
DAVID E. MOMOT Management For For
MARTIN RICHENHAGEN Management For For
TEXAS INSTRUMENTS INCORPORATED TXN ANNUAL MEETING DATE: 04/21/2005
ISSUER: 882508 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J.R. ADAMS Management For For
D.L. BOREN Management For For
D.A. CARP Management For For
C.S. COX Management For For
T.J. ENGIBOUS Management For For
G.W. FRONTERHOUSE Management For For
D.R. GOODE Management For For
P.H. PATSLEY Management For For
W.R. SANDERS Management For For
R.J. SIMMONS Management For For
R.K. TEMPLETON Management For For
C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Management For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Management For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
CORPORACION GEO SA DE CV GEO EGM MEETING DATE: 04/22/2005
ISSUER: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. AMEND THE COMPANY BY-LAWS IN ORDER TO COMPLY Management For *Management Position Unknown
WITH THE BEST CORPORATIVE PRACTICES CODE
2. APPOINT THE DELEGATES TO EXECUTE AND LEGALIZE Management For *Management Position Unknown
THE RESOLUTIONS OF THE EXTRAORDINARY MEETING
OF THE SHAREHOLDERS
3. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
CORPORACION GEO SA DE CV GEO OGM MEETING DATE: 04/22/2005
ISSUER: P3142C117 ISIN: MXP3142C1177
SEDOL: 2229342
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
PURSUANT TO ARTICLE 172 OF COMMERCIAL COMPANIES
LAW FOR THE FY BETWEEN 01 JAN 2004 AND 31 DEC
2004 INCLUDING THE REPORT OF THE AUDITORS COMMITTEE
2. APPROVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For *Management Position Unknown
AS ON 31 DEC 2004; REPORT OF THE COMMISSIONER
3. APPROVE TO CONFIRM THE ACTIVITIES PERFORMED BY Management For *Management Position Unknown
THE BOARD OF DIRECTORS DURING THE FYE 31 DEC
2004
4. APPROVE THE APPLICATION OF THE EARNINGS FOR Management For *Management Position Unknown
THE FYE 31 DEC 2004
5. APPROVE THE AMOUNT FOR THE FUND TO PURCHASE THE Management For *Management Position Unknown
COMPANY SHARES, REPRESENTING THE CAPITAL STOCK,
DIVIDENDS DISTRIBUTION AND THE MAXIMUM AMOUNT
OF COMPANY SHARES THAT MAY BE PURCHASED
6. APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
SECRETARY AND THE COMMISSIONER
7. APPROVE TO SET THE ALLOWANCES FOR THE MEMBERS Management For *Management Position Unknown
OF THE BOARD OF DIRECTORS, SECRETARY AND THE
COMMISSIONER
8. APPOINT THE DELEGATES TO LEGALIZE THE RESOLUTIONS Management For *Management Position Unknown
OF THE MEETING
9. APPROVE THE MINUTES OF THE MEETING Management For *Management Position Unknown
GROUPE DANONE MIX MEETING DATE: 04/22/2005
ISSUER: F12033134 ISIN: FR0000120644 BLOCKING
SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437, B018SX1, B01HK10, B01HKG5
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 12 APR 2005 HAS BEEN POSTPONED AND WILL BE
HELD ON SECOND CALL ON 22 APR 2005. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* 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.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BRUNO Management For *Management Position Unknown
BONNELL AS DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 RATIFY THE CO-OPTATION OF MR. HIROKATSU HIRANO Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
22 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE FY, ENDING ON 31 DEC 2004
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown
DAVID-WEILL AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MR. BERNARD HOURS AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management For *Management Position Unknown
VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 RATIFY THE CO-OPTATION OF MR. JEAN LAURENT, AS Management For *Management Position Unknown
A DIRECTOR UNTIL THE OGM CALLED TO DELIBERATE
ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE
PRICE: EUR 60.00; MAXIMUM NUMBER OF SHARES TO
BE TRADED: 18,000,000; AUTHORITY IS GIVEN FOR
A PERIOD OF 18 MONTHS ; APPROVE TO CANCEL AND
REPLACE THE DELEGATION SET FORTH IN RESOLUTION
12 AND GIVEN BY THE COMBINED GENERAL MEETING
OF 15 APR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.13 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 12 AND GIVEN
BY THE COMBINED GENERAL MEETING OF 11 APR 2003,
TO ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS
OR SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT
OF EUR 2,000,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 5 YEARS
O.14 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 13 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 45,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, PREFERENTIAL RIGHT OF SUBSCRIPTION
MAINTAINED AND THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED NOT EXCEEDING EUR 2,000,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 33,000,000.00, BY WAY OF ISSUING ORDINARY
SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL, WITHOUT THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED
PROVIDED THAT THE NOMINAL VALUE OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS, FOR THE ISSUES Management For *Management Position Unknown
REFERRED TO IN RESOLUTIONS 14 AND 15, TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004
O.3 APPROVE THAT THE PROFITS FOR THE FY AMOUNT TO Management For *Management Position Unknown
EUR 422,978,494.25 AND THE PRIOR RETAINED EARNINGS
AMOUNT TO EUR 1,268,339,828.36, AND TO APPROPRIATE
THE DISPOSABLE PROFITS OF EUR 1,696,305,822.61
AS FOLLOWS: GLOBAL DIVIDEND: EUR 361,928,952.00;
CARRY FORWARD ACCOUNT: EUR 1,334,376,870.61;
AN AMOUNT OF EUR 200,000,000.00 CHARGED TO THE
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS WILL
BE TRANSFERRED TO THE ORDINARY RESERVES ACCOUNT;
AN AMOUNT OF EUR 4,987,500.00 CHARGED TO THE
ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO
THE CARRY FORWARD ACCOUNT FOLLOWING THIS APPROPRIATION;
THE CARRY FORWARD ACCOUNT WILL AMOUNT TO EUR
1,339,634,370.61; THE SHAREHOLDERS TO RECEIVE
A NET DIVIDEND OF EUR 1.35 PER SHARE AND THIS
DIVIDEND WILL BE PAID ON 17 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE
O.17 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 14 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL AS A REMUNERATION OF SHARES TENDERED
TO ANY PUBLIC EXCHANGE OFFER MADE BY THE COMPANY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.18 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE THE Management For *Management Position Unknown
COMPANY S SHARES AND SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE
CONTRIBUTIONS IN KIND, PROVIDED THAT IT DOES
NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.19 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE ONE Management For *Management Position Unknown
OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, SECURITIES
GIVING RIGHTS TO THE ALLOCATION OF THE DEBT SECURITIES
SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED
TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED
THAT THE NOMINAL VALUE OF DEBT SECURITIES TO
BE ISSUED SHALL NOT EXCEED EUR 2,0000,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00
BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME
OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CAPITALIZABLE
ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE AND
ALLOCATION OF FREE SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES OR BY SIMULTANEOUSLY;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management For *Management Position Unknown
DELEGATION SET FORTH IN RESOLUTION 15 AND GIVEN
BY THE GENERAL MEETING OF 15 APR 2004 , TO INCREASE
THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS
AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY
S EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY
SAVINGS PLAN PROVIDED THAT THE AMOUNT SHALL NOT
EXCEED 2,000,000.00; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF
DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, EMPLOYEES Management For *Management Position Unknown
AND OFFICERS, REPLACING THE DELEGATION SET FORTH
IN RESOLUTION 15 AND GIVEN BY THE GENERAL MEETING
OF 15 APR 2004, TO PURCHASE COMPANY S EXISTING
SHARES, PROVIDED THAT THE TOTAL NUMBER OF SHARES
NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ONE OR MORE Management For *Management Position Unknown
TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES,
EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES,
PROVIDED THAT THE TOTAL NUMBER OF SHARES NOT
TO EXCEED 0.40% OF THE COMPANY S SHARE CAPITAL;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.24 AUTHORIZE THE BOARD OF DIRECTORS IN SUBSTITUTION Management For *Management Position Unknown
TO THE EARLIER AUTHORIZATIONS, TO REDUCE THE
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD
OF 24 MONTHS
O.25 GRANT ALL POWERS TO THE BEARER OF THE A COPY Management For *Management Position Unknown
OF AN EXTRACT OF THE MINUTES OF THIS MEETING
IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
GRUPO MEDIA CAPITAL SGPS, S.A., LISBOA AGM MEETING DATE: 04/22/2005
ISSUER: X3243Y100 ISIN: PTGMC0AM0003 BLOCKING
SEDOL: B00FT74, B05PQD4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ELECT THE CHAIRMAN OF THE GENERAL MEETING Management For *Management Position Unknown
2. RATIFY THE NOMINATION BY COOPTATION OF A MEMBER Management For *Management Position Unknown
OF THE BOARD OF DIRECTORS
3. RATIFY THE ELECTION OF THE SOLE AUDITOR AND THE Management For *Management Position Unknown
SUPPLY AUDITOR
4. APPROVE THE SALARY COMITION COMPOSITION Management For *Management Position Unknown
5. APPROVE THE 2004 ANNUAL REPORT AND THE AUDITOR Management For *Management Position Unknown
S REPORT
6. APPROVE THE APPROPRIATION OF THE PROFITS Management For *Management Position Unknown
7. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management For *Management Position Unknown
S MANAGEMENT AND THE AUDITING
8. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
9. APPROVE TO LIMIT THE SHAREHOLDERS RIGHTS IN A Management For *Management Position Unknown
CAPITAL INCREASE
10. AMEND THE ARTICLES 2, 4, 18 OF THE COMPANY BY-LAWS Management For *Management Position Unknown
* PLEASE NOTE THAT FOR 1000 SHARES THERE IS 1 VOTING Non-Voting *Management Position Unknown
RIGHT. THANK YOU.
SM PRIME HOLDINGS INC AGM MEETING DATE: 04/25/2005
ISSUER: Y8076N112 ISIN: PHY8076N1120
SEDOL: 6818843
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
THE STOCKHOLDERS HELD ON 22 APR 2004
4. RECEIVE THE PRESIDENT S REPORT Management For *Management Position Unknown
5. RATIFY THE ACTS OF THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT FROM THE DATE OF THE LAST ANNUAL
STOCKHOLDERS MEETING UP TO THE DATE OF THIS
MEETING
6. ELECT THE DIRECTORS FOR 2005 TO 2006 Management For *Management Position Unknown
7. APPOINT THE EXTERNAL AUDITORS Management For *Management Position Unknown
8. OTHER MATTERS Other For *Management Position Unknown
9. ADJOURNMENT Management For *Management Position Unknown
DEUTSCHE TELEKOM AG, BONN AGM MEETING DATE: 04/26/2005
ISSUER: D2035M136 ISIN: DE0005557508
SEDOL: 4612605, 5842359, 5876529, 6344616, B01DGB0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
5. RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT Management For *Management Position Unknown
AUDITOR AND THE GROUP AUDITOR FOR THE 2005 FINANCIAL
YEAR. THE SUPERVISORY BOARD PROPOSES THAT PWC
DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGE
SETLSCHAFT, FRANKFURT AM MAIN, AND ERNST & YOUNG
DEUTSCHE AG WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
STUTT GART, BE JOINTLY APPOINTED AS THE INDEPENDENT
AUDITOR AND GROUP AUDITOR FOR THE 2005 FINANCIAT
YEAR, SUB JECT TO THE PROVISO THAT EACH AUDITOR
IS ABLE TO CON DUCT THE AUDIT ALONE IF THE OTHER
AUDITOR SHOULD DROP OUT FOR A REASON FOR WHICH
THE COMPANY IS NOT RESPONSIBLE.
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN
2. RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management For *Management Position Unknown
THE BOARD OF MANAGEMENT AND SUPERVISORY BOARD
PROPOSE THAT THE NET INCOME TOTALING EUR 2,881,090,240,54
BE USED AS FOLLOWS: PAYMENT OF A DIVIDEND OF
EUR 0,62 FOR EACH INDIVIDUAL DIVIDEND-BEARING
NO PAR VALUE SHARE AND CARRYING FORWARD OF THE
REMAINING BALANCE TO THE NEW ACCOUNT. BASED ON
THIS PROPOSED DIVIDEND, A DIVIDEND TOTAL RESULTING
FROM THE DIVIDEND-BEARING CAPITAL STOCK OF 1
0,675,798,676,48 ON THE DAY OF PUBLISHING THE
ANNUAL FINANCIAL STATEMENTS (ON FEBRUARY 22,
2005), DIVIDED UP INTO 4,1 70,233,858 INDIVIDUAL
NO PAR VALUE SHARES, IS 2,585,544,991,96, AND
THE RETAI NED PROFIT BROUGHT FORWARD IS 295,545,248,58.
THE FINAL AMOUNTS DEPEND ON THE NUMBER OF SHARES
CARRYING DIVIDEND RIGHTS ISSUED WHEN THE VOTE
ON THE RESOLUTION ON THE APPROPRIATION OF NET
INCOME WAS TAKEN. IF THE NUMBER OF SHARES CARRYING
DIVIDEND RIGHTS DECREASES, THE AMOUNT TO BE CARRIED
FORWARD TO THE NEW ACCOUNT INCREASES ACCORDINGLY.
IF THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS
INCREASES, THE AMOUNT TO BE CARRIED FORWARD TO
THE NEW ACCOUNT DECREASES ACCORDINGLY. THE DIVIDEND
IS PAYABLE ON APRIL 28, 2005.
3. RESOLUTION REGARDING APPROVAL OF THE BOARD OF Management For *Management Position Unknown
MANAGEMENTS ACTIONS FOR THE 2004 FINANCIAL YEAR.
THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE BOARD OF MANAGEMENTS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
8. ELECTION OF DR. WOLFGANG REITZLE AS MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD.
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Management For *Management Position Unknown
STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS
APPROVED BY THE SUPERVISORY BOARD AS OF DECEMBER
31, 2004, THE COMBINED MANAGEMENT REPORT FOR
DEUTSCHE TELEKOM AG AND THE GROUP AND THE SUPERVISORY
BOARD S REPORT ON THE 2004 FINANCIAL YEAR.
ILABLE FOR INSPECTION
IN THE BUSINESS OFFICES OF DEUTSCHE TELEKOM AG
AT THE COMPANY S REGISTERED OFFICE, FRIEDRICH-EBERT-ALLEE
140, 53113 BONN, GERMANY, AND ON THE INTERNET
AT HTTP://WWW.TELEKOM.DE THEY WILL ALSO
BE AVAILABLE FOR INSPECTION DURING THE SHAREHOLDERS
MEETING.
4. RESOLUTION REGARDING APPROVAL OF THE SUPERVISORY Management For *Management Position Unknown
BOARDS ACTIONS FOR THE 2004 FINANCIAL YEAR. THE
BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
PROPOSE THE APPROVAL OF THE SUPERVISORY BOARDS
ACTIONS FOR THE 2004 FINANCIAL YEAR.
6. RESOLUTION AUTHORIZING THE COMPANY TO PURCHASE Management For *Management Position Unknown
AND USE ITS OWN SHARES INCLUDING USE FOR EXCLUSION
OF SUBSCRIPTION RIGHTS. THE BOARD OF MANAGEMENT
AND THE SUPERVISORY BOARD PROPOSE THE ADOPTION
OF THE FOLLOWING RESOLUTION: THE BOARD OF MANAGEMENT
IS AUTHORIZED TO PURCHASE A TOTAL OF 419,786,533
SHARES IN THE COM PANY BY OCTOBER 25, 2006, WHICH
IS SLIGHTLY LESS THAN 10% OF THE CAPITAL STOCK,
SUBJECT TO THE PROVI SO THAT THE SHARES TO BE
PURCHASED ON THE BASIS OF THIS AUTHORIZATION
IN CONJUNCTION WITH THE OTHER SHARES OF THE COMPANY
WHICH THE COMPANY HAS ALREADY PURCHASED AND STILL
POSSESSES OR ARE TO BE ASSIGNED TO IT UNDER 71
D AND 71 E AKTG DO NOT AT ANY TIME ACCOUNT FOR
MORE THAN 10% OF THE COMPANYS CAPITAL STOCK.
THIS AUTHORIZATION MAY BE EXERCISED AS A WHOLE
OR IN PORTIONS. THE PUR CHASE CAN BE CARRIED
OUT IN PARTIAL TRANCHES SPREAD OVER VARIOUS PURCHASE
DATES WITHIN THE AUTHORIZATION PERIOD UNTIL THE
MAXIMUM PURCHASE VOLUME IS REACHED. THE SHARES
MAY ALSO BE PURCHASED BY DEPENDENT GROUP COMPANIES
OF DEUTSCHE TETEKOM AG AS DEFINED IN 17 AKTG
(GERMAN STOCK CORPORATION ACT) OR THIRD PARTIES
FOR THE ACCOUNT OF DEUTSCHE TETEKOM AG OR FOR
THE ACCOUNT OF THE DEPENDENT GROUP COMPANIES
OF DEUTSCHE TELEKOM AG PURSUANT TO 17 AKTG.
7. ELECTION OF STATE SECRETARY VOLKER HALSCH AS Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD. BY ORDER OF
BONN LOCAL COURT OF SEPTEMBER 24, 2004, STATE
SECRETARY MR. VOLKER HALSCH HAS BEEN APPOINTED
A MEMBER OF THE COMPANYS SUPERVISORY BOARD WITH
EFFECT FROM OCTOBER F, 2004, IN LIEU OF DR. MANFRED
OVERHAUS, WHO RESIGNED FROM OFFICE WITH EFFECT
FROM SEPTEMBER 30, 2004, HE IS NOW TO BE ELECTED
AS A MEMBER OF THE SUPERVISORY BOARD BY THE SHARE
HOLDERS MEETING.
9. RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE Management For *Management Position Unknown
BONDS AND/OR BONDS WITH WAR RANTS (WHICH CAN
ALSO EACH HAVE DIVIDEND-RELATED INTEREST LIKE
A PARTICIPATING BOND) UNDER THE REVO CATION OF
THE EXISTING AUTHORIZATION AND CREATION OF ADDITIONAL
CONTINGENT CAPITAL AND AMENDMENT TO THE ARTICLES
OF INCORPORATION AS WELL AS THE OP TION OF EXCLUDING
THE SUBSCRIPTION RIGHT. THE BOARD OF MANAGEMENT
AND THE SUPEN BOARD PROPOSE THE ADOPTION OF THE
FOLLOWING RESOLUTION: A) AUTHORIZATION TO ISSUE
CONVERTIBLE BONDS AND/OR BONDS WITH WARRANTS
ARID TO EXCLUDE THE SUBSCRIPTION RIGHT (1) AUTHORIZATION
PERIOD, PAR VALUE, NUMBER OF SHARES, TERM, INTEREST
THE BOARD OF MANAGEMENT IS AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO ISSUE ON
ONE OR MORE OCCASIONS BY APRIL 25,2010, BEARER
AND/OR REGISTERED CONVERTIBLE BONDS AND/OR BONDS
WITH WARRANTS (HEREINAFTER ALSO REFERRED TO AS
BONDS HAVING A TOTAL PAR VALUE OF UP TO 5,000,000,000
WITH A TERM OF UP TO 30 (THIRTY) YEARS AND TO
GRANT TO THE HOLDERS OR CREDITORS OF BONDS CONVERSION
OR OPTION RIGHTS FOR SHARES OF DEUTSCHE TELEKOM
AG REPRESENTING A PROPORTION OF THE CAPITAL STOCK
NOT TO EXCEED 600,000,000, AS MORE CLOSELY DEFINED
IN THE TERMS AND CONDI TIONS FOR THE BONDS. THE
BONDS CAN ALSO HAVE VARI ABLE INTEREST, WHEREBY
THE INTEREST, AS IN A PARTICI PATING BOND CAN
DEPEND PARTIALLY OR COMPLETELY ON THE AMOUNT
OF THE COMPANYS DIVIDEND.
10. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH MAGYARCOM HOLDING GMBH.
11. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEFLEETSERVICES
12. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DFMG HOLDING GMBH.
13. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETE IMMOBILIEN, DEUTSCHE TELEKOM
LMMOBILIEN UND SERVICE GMBH
14. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DELEASSEKURANZ - DEUTSCHE TELEKOM
ASSEKURANZ-VERMITTLUNGS GESEILSCHAFT MBH.
15. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-PUNKT VERTRIEBS GESELLSCHAFT
MBH.
16. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DEUTSCHE TELEKOM TRAINING GMBH.
17. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH T-SYSTEMS INTERNATIONAL GMBH.
18. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH DETEMEDIEN, DEUTSCHE TELEKOM MED
IEN GMBH.
19. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH CARMEN TELEKOM MUNIKATIONSDIENSTE
GMBH
20. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH NORMA TELEKOM MUNIKATIONSDIENSTE
GMBH.
21. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management For *Management Position Unknown
AGREEMENT WITH TRAVIATA TELEKOMMUNIKATIONSDIENSTE
GMBH.
22. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT Management For *Management Position Unknown
AND LOSS TRANSFER AGREEMENT WITH MAGYARCOM HOLDING
GMBH.
23. AMENDMENT OF THE ARTICLES OF INCORPORATION IN Management For *Management Position Unknown
LINE WITH THE DRAFT BILL FOR THE LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE
(UMAG UNTERNEHMENSINTEGRITT UND MODERNISIERUNG
DES ANFECHTUNGSRECHTS). ON NOVEMBER 17, 2004.
THE GERMAN GOVERNMENT BROUGHT FORWARD THE DRAFT
BILL FOR THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT OF AVOIDANCE (UMAG.) UMAG SERVES,
AMONG OTHER THINGS, TO SUPPLEMENT 131(2) OF THE
AKTG, ACCORDING TO WHICH THE CHAIR OF THE MEETING
CAN BE AUTHORIZED IN THE ARTICLES OF INCORPORATION
TO PUT A TIME LIMIT ON THE SHAREHOLDERS RIGHT
TO SPEAK AND ASK QUESTIONS. UMAG IS LIKELY TO
COME INTO FORCE AFTER THE EXPLANA TORY MEMORANDUM
BY THE GOVERNMENT ON NOVEMBER 1, 2005. THE ARTICLES
OF INCORPORATION OF DEUTSCHE TELEKOM AG SHALL
BE AMENDED IN LINE WITH THE FUTURE LEGAL PROVISIONS
ON A TIMELY BASIS PRIOR TO THE NEXT SHAREHOLDERS
MEETING. THE BOARD OF MANAGEMENT AND SUPERVISORY
BOARD THEREFORE RECOMMEND THE ADOPTION OF THE
FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION:
1 7 (2) OF THE ARTICLES OF INCORPORATION PRESENTLY
READS AS FOLLOWS: THE CHAIRMAN SHALL RUN THE
MEETING. HE SHALL DETER MINE THE ORDER OF DISCUSSION
OF AGENDA ITEMS AS WELL AS THE MANNER AND ORDER
OF VOTING. A THIRD SENTENCE WILL BE ADDED TO
17(2) OF THE ARTICLES OF INCORPORATION AS FOLLOWS:
HE MAY SET AN APPROPRIATE TIME LIMIT FOR SHARE
HOLDERS RIGHT TO SPEAK AND ASK QUESTIONS; HE
CAN, IN PARTICULAR, APPROPRIATELY DETERMINE THE
LENGTH OF THE SHAREHOLDERS MEETING AND THE TIME
ALLOTTED FOR DIS CUSSING ITEMS ON THE AGENDA
OR FOR ANY INDIVIDUAL QUESTIONS OR COMMENTS.THE
BOARD OF MANAGEMENT SHALL BE INSTRUCTED NOT TO
ENTER THE AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR REGISTRATION AT THE COMMERCIAL REGISTER UNTIL
THE PROVISIONS DESCRIBED ABOVE REGARDING THE
RESTRICTION OF THE RIGHT TO SPEAK AND ASK QUESTIONS
ENTER INTO FORCE IN A VERVION THAT, APART FROM
ANY SLIGHT EDITORIAL CHANGES, SUBSTANTIALLY COMPLIES
WITH THE BUNDESRATS 03/05 OFFICIAL DOCUMENT IN
TERMS OF CONTENT.
* 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM AND UNLESS THE MEETING IS CONCLUDED,
THERE WILL BE A SECOND CALL ON 27 APR 2005. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK
YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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 19 APR 2005. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
1. OPENING AND ANNOUNCEMENTS Management *Management Position Unknown
2.A RECEIVE THE REPORT OF BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD FOR 2004
2.b APPROVE THE PROFIT RETENTION AND DISTRIBUTION Management *Management Position Unknown
POLICY
3.a APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management *Management Position Unknown
3.b APPROVE THE DIVIDEND FOR 2004 Management *Management Position Unknown
4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management *Management Position Unknown
4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE CORPORATE GOVERNANCE Management *Management Position Unknown
6.a RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.b RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.c APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
6.d APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management *Management Position Unknown
7. APPROVE THE MAXIMUM NUMBER OF STOCK OPTIONS AND Management *Management Position Unknown
PERFORMANCE SHARES TO BE GRANTED TO THE MEMBERS
OF THE BOARD OF MANAGEMENT
8.a GRANT AUTHORITY TO ISSUE THE ORDINARY SHARES Management *Management Position Unknown
8.b GRANT AUTHORITY TO ISSUE PREFERENCE B SHARES Management *Management Position Unknown
9. GRANT AUTHORITY TO ACQUIRE CERTIFICATES OF Management *Management Position Unknown
SHARES IN ITS OWN CAPITAL
10. ANY OTHER BUSINESS AND CLOSURE Other *Management Position Unknown
ING GROEP NV AGM MEETING DATE: 04/26/2005
ISSUER: N4578E413 ISIN: NL0000303600 BLOCKING
SEDOL: 7154160, 7154182, 7154245, 7154740, 7159176, B01DKN0
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
208716 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. OPENING REMARKS AND ANNOUNCEMENTS Non-Voting *Management Position Unknown
2.B PROFIT RETENTION AND DISTRIBUTION POLICY Non-Voting *Management Position Unknown
3.B FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 PER (DEPOSITARY Management For *Management Position Unknown
RECEIPT FOR AN) ORDINARY SHARE WILL BE PROPOSED
TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR
0.49 MADE PAYABLE IN SEPTEMBER 2004, THE FINAL
DIVIDEND WILL AMOUNT TO EUR 0.58 PER (DEPOSITARY
RECEIPT FOR AN) ORDINARY SHARE. REFERENCE IS
ALSO MADE TO PAGE 143 OF THE ANNUAL REPORT 2004
4.A DISCHARGE OF THE EXECUTIVE BOARD IN RESPECT OF Management For *Management Position Unknown
THE DUTIES PERFORMED DURING THE YEAR 2004
4.B DISCHARGE OF THE SUPERVISORY BOARD IN RESPECT Management For *Management Position Unknown
OF THE DUTIES PERFORMED DURING THE YEAR 2004
5.A WITH A VIEW TO THE DUTCH CORPORATE GOVERNANCE Management For *Management Position Unknown
CODE, THE GENERAL MEETING OF SHAREHOLDERS IS
INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION
OF THE CODE BY THE COMPANY AS DESCRIBED IN THE
DOCUMENT THE DUTCH CORPORATE GOVERNANCE CODE
- ING S IMPLEMENTATION OF THE TABAKSBLAT CODE
FOR GOOD CORPORATE GOVERNANCE
5.B WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE EXECUTIVE BOARD, AS IT WAS DRAWN UP BY
THE SUPERVISORY BOARD
5.C WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 OF Non-Voting *Management Position Unknown
THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING
OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE
OF THE SUPERVISORY BOARD, AS IT WAS DRAWN UP
BY THE SUPERVISORY BOARD. IN COMPARISON WITH
THE PRESENT PROFILE OF THE SUPERVISORY BOARD,
THE CHANGES INVOLVE ONLY REPHRASINGS AND NO MATERIAL
CHANGES
6.A REAPPOINTMENT OF LUELLA GROSS GOLDBERG Management For *Management Position Unknown
6.B REAPPOINTMENT OF GODFRIED VAN DER LUGT Management For *Management Position Unknown
6.C APPOINTMENT OF JAN HOMMEN Management For *Management Position Unknown
6.D APPOINTMENT OF CHRISTINE LAGARDE Management For *Management Position Unknown
7. IT IS PROPOSED TO APPROVE THAT THE MAXIMUM NUMBER Management For *Management Position Unknown
OF STOCK OPTIONS AND PERFORMANCE SHARES TO BE
GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD
FOR 2004 WILL BE 374,700 STOCK OPTIONSAND 136,200
PERFORMANCE SHARES
8.A IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
ORDINARY SHARES, TO GRANT THE RIGHT TO TAKE UP
SHARES AND TO RESTRICT OR EXCLUDE PREFERENTIAL
RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES
TO THE PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT
TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS):
(I) FOR A TOTAL OF 220,000,000 ORDINARY SHARES,
PLUS (II) FOR A TOTAL OF 220,000,000 ORDINARY
SHARES, ONLY IF THESE SHARES ARE ISSUED IN CONNECTION
WITH THE TAKE-OVER OF A BUSINESS OR COMPANY
8.B IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management For *Management Position Unknown
AS THE CORPORATE BODY THAT WILL BE AUTHORISED,
UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE
PREFERENCE B SHARES AND TO GRANT THE RIGHT TO
TAKE UP SHARES WITH OR WITHOUT PREFERENTIAL RIGHTS
OF SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE
PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT TO
EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS)
FOR 10,000,000 PREFERENCE B SHARES WITH A NOMINAL
VALUE OF EUR 0.24 EACH, PROVIDED THESE ARE ISSUED
FOR A PRICE PER SHARE THAT IS NOT BELOW THE HIGHEST
PRICE PER DEPOSITARY RECEIPT FOR AN ORDINARY
SHARE, LISTED ON THE EURONEXT AMSTERDAM STOCK
EXCHANGE, ON THE DATE PRECEDING THE DATE ON WHICH
THE ISSUE OF PREFERENCE B SHARES OF THE RELEVANT
SERIES IS ANNOUNCED THIS AUTHORISATION WILL ONLY
BE USED IF AND WHEN ING GROEP N.V. IS OBLIGED
TO CONVERT THE ING PERPETUALS III INTO SHARES
PURSUANT TO THE CONDITIONS OF THE ING PERPETUALS
III
9. IT IS PROPOSED THAT THE EXECUTIVE BOARD BE AUTHORISED Management For *Management Position Unknown
FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26 APRIL
2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP
SHARES IN THE CAPITAL OF THE COMPANY OR DEPOSITARY
RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED
BY THE LAW AND BY THE ARTICLES OF ASSOCIATION
AT A PRICE WHICH IS NOT LOWER THAN THE NOMINAL
VALUE OF THE SHARES AND NOT HIGHER THAN THE HIGHEST
PRICE AT WHICH THE DEPOSITARY RECEIPTS FOR THE
COMPANY S SHARES OF THE SAME TYPE ARE TRADED
ON THE EURONEXT AMSTERDAM STOCK MARKET ON THE
DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED
10. ANY OTHER BUSINESS AND CONCLUSION Non-Voting *Management Position Unknown
* PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting *Management Position Unknown
BLOCKING IS LIMITED TO THE PERIOD BETWEEN THE
CUT-OFF DATE SET ON 13 APR 2005 AND ONE DAY FOLLOWING
THE REGISTRATION DATE SET ON 19 APR 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-OFF DATE
ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED
TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE
INSTRUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION
DATE. THANK YOU.
2.A REPORTS OF THE EXECUTIVE BOARD AND THE SUPERVISORY Non-Voting *Management Position Unknown
BOARD FOR 2004
3.A ANNUAL ACCOUNTS FOR 2004 Management For *Management Position Unknown
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/26/2005
ISSUER: 806605 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HANS W. BECHERER Management For For
KATHRYN C. TURNER Management For For
ROBERT F.W. VAN OORDT Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS Shareholder For Against
04 SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shareholder Against For
SOCIETE GENERALE OGM MEETING DATE: 04/26/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORTOF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
2. APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
6. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
IULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
8. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
4. APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
9. APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
10. AMEND ARTICLE OF ASSOCIATION NUMBER 6 AND RELATING Management For *Management Position Unknown
TO DECLARATION WHEN SHAREHOLDERS EXCEED STATUTORY
THRESHOLDS
3. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE 2004 FY
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
12. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 14 MONTHS
13. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS 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
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
09 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU.
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING DATE: 04/26/2005
ISSUER: 693475 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management For For
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
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
FOR 2005.
AGGREKO PLC AGM MEETING DATE: 04/27/2005
ISSUER: G0116S102 ISIN: GB0001478998
SEDOL: 0147899
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS AND ACCOUNTS Management For *Management Position Unknown
2. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown
3. APPROVE A DIVIDEND Management For *Management Position Unknown
4. RE-ELECT MR. P.G. ROGERSON Management For *Management Position Unknown
5. RE-ELECT MR. N.H. NORTHRIDGE Management For *Management Position Unknown
6. RE-ELECT MR. F.A.B. SHEPHERD Management For *Management Position Unknown
7. RE-APPOINT THE AUDITORS Management For *Management Position Unknown
S.8 APPROVE THE ALLOTMENT FOR CASH Management For *Management Position Unknown
S.9 APPROVE THE PURCHASE OF OWN SHARES Management For *Management Position Unknown
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF OGM MEETING DATE: 04/27/2005
ISSUER: D24909109 ISIN: DE0007614406 BLOCKING
SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 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 1,549,010,497.05 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-DIVIDEND
AND PAYABLE DATE: 28 APR 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 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 COMPANY S SHARE CAPITAL BY UP TO EUR 540,000,000
THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES
AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFORE
27 APR 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS FOR A CAPITAL INCREASE AGAINST PAYMENT
IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO BOND HOLDERS, FOR A CAPITAL
INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, AND FOR THE ISSUE OF
SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES,
OR AGAINST PAYMENT IN KIND; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
6. 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, ON OR BEFORE 27 OCT 2006;
THE SHARES MAY BE ACQUIRED THROUGH THE STOCK
EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE
NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE
SHARES, BY WAY OF A PUBLIC REPURCHASE OFFER TO
ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER
FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE ADMITTED
TO TRADING ON AN ORGANIZED MARKET AT A PRICE
NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE
OF THE SHARES, AND BY USING DERIVATIVES IN THE
FORM OF CALL OR PUT OPTIONS IF THE EXERCISE PRICE
IS NEITHER MORE THAN 10% ABOVE NOR MORE THAN
20% BELOW THE MARKET PRICE OF THE SHARES; TO
DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A 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 COMPANY S AND ITS AFFILIATES
EMPLOYEES; THE SHARES MAY ALSO BE RETIRED
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED E.ON FINANZANLAGEN
GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB 2005,
UNTIL AT LEAST 31 DEC 2010
8. APPROVE THAT, FROM THE 2005 FY, THE MEMBERS OF Management For *Management Position Unknown
THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL
REMUNERATION OF EUR 55,000, A VARIABLE REMUNERATION
OF EUR 115 FOR EVERY EUR 0.01 OF THE DIVIDEND
PAYMENT PER SHARE IN EXCESS OF EUR 0.10, AND
AN ADDITIONAL VARIABLE REMUNERATION OF EUR 70
FOR EVERY EUR 0.01 OF THE EARNINGS PER SHARE
IN EXCESS OF EUR 2.30; AND AMEND THE CORRESPONDING
ARTICLES OF ASSOCIATION
10. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Management For *Management Position Unknown
FOR THE FY 2005
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG , AS FOLLOWS: SECTION 15, REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANY
S MEETING.
INSITUFORM TECHNOLOGIES, INC. INSU ANNUAL MEETING DATE: 04/27/2005
ISSUER: 457667 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAUL A. BIDDELMAN Management For For
STEPHEN P. CORTINOVIS Management For For
JOHN P. DUBINSKY Management For For
JUANITA H. HINSHAW Management For For
ALFRED T. MCNEILL Management For For
THOMAS S. ROONEY, JR. Management For For
SHELDON WEINIG Management For For
ALFRED L. WOODS Management For For
02 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Management For For
INCORPORATION.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT PUBLIC AUDITORS.
METROPOLITAN BANK & TRUST CO MBTC AGM MEETING DATE: 04/27/2005
ISSUER: Y6028G136 ISIN: PHY6028G1361
SEDOL: 6514442
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE NOTICE AND QUORUM Management For *Management Position Unknown
3. APPROVE THE MINUTES OF THE ANNUAL MEETING OF Management For *Management Position Unknown
STOCKHOLDERS HELD ON 28 APR 2004
4. APPROVE THE REPORT TO THE STOCKHOLDERS Management For *Management Position Unknown
5. RATIFY THE CORPORATE ACTS Management For *Management Position Unknown
6. ELECT THE DIRECTORS Management For *Management Position Unknown
7. OTHER MATTERS Other For *Management Position Unknown
8. ADJOURNMENT Management For *Management Position Unknown
METTLER-TOLEDO INTERNATIONAL INC. MTD ANNUAL MEETING DATE: 04/27/2005
ISSUER: 592688 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
FRANCIS A. CONTINO 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/27/2005
ISSUER: 601073 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MELVIN D. BOOTH Management For For
MAUREEN A. HENDRICKS Management For For
MARTIN D. MADAUS Management For For
02 ADOPTION OF THE AMENDMENTS TO THE MILLIPORE CORPORATION Management For For
1999 STOCK INCENTIVE PLAN.
REED ELSEVIER PLC RUK ANNUAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O1 TO RECEIVE THE COMPANY S FINANCIAL STATEMENTS Management For For
TOGETHER WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS.
O2 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
AS SET OUT IN THE REED ELSEVIER ANNUAL REPORTS
AND FINANCIAL STATEMENTS 2004.
O3 TO DECLARE A FINAL DIVIDEND FOR 2004 ON THE COMPANY Management For For
S ORDINARY SHARES.
O4 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID.
O5 TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE AUDITORS.
O6 TO ELECT JAN HOMMEN AS A DIRECTOR. Management For For
O7 TO ELECT ERIK ENGSTROM AS A DIRECTOR. Management For For
O8 TO RE-ELECT MARK ARMOUR AS A DIRECTOR. Management For For
O9 TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR. Management For For
O10 TO RE-ELECT ANDREW PROZES AS A DIRECTOR. Management For For
O11 ALLOTMENT OF SHARES. Management For For
S12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Management For For
S13 AUTHORITY TO PURCHASE OWN SHARES. Management For For
REED ELSEVIER PLC RUK SPECIAL MEETING DATE: 04/27/2005
ISSUER: 758205 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ELECT STRAUSS ZELNICK AS A DIRECTOR. Management For For
ASSICURAZIONI GENERALI SPA, TRIESTE OGM MEETING DATE: 04/28/2005
ISSUER: T05040109 ISIN: IT0000062072 BLOCKING
SEDOL: 4056719, 5179659, 5971833, B020320
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 2005 AND THIRD CALL ON 30 APR 2005 .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 MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET AS OF 31 DEC 2004; Management For *Management Position Unknown
RESOLUTIONS RELATED THERETO
O.2 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management For *Management Position Unknown
AND APPROVE THEIR SALARY; RESOLUTIONS RELATED
THERETO
E.3 APPROVE THE STOCK OPTION PLAN TO INCREASE THE Management For *Management Position Unknown
STOCK CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE CHAIRMAN AND TO THE MANAGING
DIRECTORS OF THE COMPANY AFTER HAVING EMPOWERED
THE SHAREHOLDERS MEETING AS PER ARTICLE 2441,
4TH COMMA OF THE ITALIAN CIVIL CODE TO EMPOWER
THE BOARD OF DIRECTORS IN ORDER TO INCREASE THE
SHARE CAPITAL IN FAVOUR OF A STOCK OPTION PLAN
TO BE RESERVED TO THE COMPANY S AND ITS SUBSIDIARIES
EMPLOYEES; AMEND ARTICLE 8 OF THE BY-LAWS; RESOLUTIONS
RELATED THERETO
E.4 AMEND ARTICLE 20.1 OF THE BY-LAWS TO ESTABLISH Management For *Management Position Unknown
RESPONSIBILITIES IN ISSUING NON-CONVERTIBLE BOND
; RESOLUTIONS RELATED THERETO
ASTRAZENECA PLC AGM MEETING DATE: 04/28/2005
ISSUER: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 4983884, 5659902
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For *Management Position Unknown
OF USD 0.295 16.0 PENCE, SEK 2.200 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECOND INTERIM DIVIDEND OF USD 0.645
34.3 PENCE SEK 4.497 PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For *Management Position Unknown
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITOR
5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 AS SPECIFIED
5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For *Management Position Unknown
SHARE PLAN THE PLAN AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
NECESSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN
AS THEY MAY CONSIDER NECESSARY IN RELATION TO
EMPLOYEES IN JURISDICTIONS OUTSIDE THE UK, WITH
SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATION, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE
TREATED AS COUNTING AGAINST THE RELEVANT LIMITS
ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
8. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For *Management Position Unknown
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES,
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDITURE
DURING THE PERIOD ENDING ON THE DATE THE OF THE
COMPANY S AGM IN 2006 PROVIDED THAT ANY SUCH
DONATIONS AND EXPENDITURE MADE BY THE COMPANY
TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY
WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING
IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For *Management Position Unknown
NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE USD 136,488,521
S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY ARTICLE 7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 89
AMOUNT SHALL BE USD 20,473,278
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES
OF USD 0.25 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105%
OF THE AVERAGE OF MIDDLE MARKET VALUES OF THE
COMPANY S ORDINARY SHARES 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 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 057224 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
LARRY D. BRADY Management For For
CLARENCE P. CAZALOT, JR Management Withheld Against
ANTHONY G. FERNANDES Management For For
J. LARRY NICHOLS Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
03 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Management For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY Shareholder For Against
VOTES PROTOCOL.
CT COMMUNICATIONS, INC. CTCI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 126426 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
O.C. CHEWNING, JR. Management For For
MICHAEL R. COLTRANE Management For For
LINDA M. FARTHING Management For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For For
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR FISCAL YEAR 2005.
D&E COMMUNICATIONS, INC. DECC ANNUAL MEETING DATE: 04/28/2005
ISSUER: 232860 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN AMOS Management For For
G. WILLIAM RUHL Management Withheld Against
W. GARTH SPRECHER Management Withheld Against
RICHARD G. WEIDNER Management For For
02 PROPOSAL TO AMEND AND RESTATE THE COMPANY S ARTICLES Management Against Against
OF INCORPORATION IN THE FORM ATTACHED TO THE
PROXY STATEMENT AS EXHIBIT I.
03 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
2005.
PT MULTIMEDIA SERVICOS DE TELECOMUNICACOES E MULTIMEDIA SGPS SA, LISBOA AGM MEETING
DATE: 04/28/2005
ISSUER: X70127109 ISIN: PTPTM0AM0008 BLOCKING
SEDOL: 5811412, 5823990
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management For *Management Position Unknown
AND THE ACCOUNT FOR 2004
2. APPROVE THE CONSOLIDATED MANAGEMENT REPORT, THE Management For *Management Position Unknown
BALANCE SHEET AND THE ACCOUNTS FOR 2004Q
3. APPROVE THE APPROPRIATION OF NET INCOME Management For *Management Position Unknown
4. APPROVE THE APPRAISAL OF THE COMPANY S MANAGEMENT Management For *Management Position Unknown
AND INSPECTION
5. ELECT THE CHAIRMAN Management For *Management Position Unknown
6. APPROVE TO RATIFY THE CO-OPTATION OF THE DIRECTORS Management For *Management Position Unknown
7. APPROVE THE ACQUISITION AND SALE OF THE COMPANY Management For *Management Position Unknown
S OWN SHARES
8. APPROVE THE AMENDMENT OF NUMBER 2 AND THE ADDING Management For *Management Position Unknown
OF A NUMBER 3 TO ARTICLE 4, AMENDMENT OF NUMBER
2 AND THE ADDING OF A NUMBER 3 TO ARTICLE 7 AND
THE AMENDMENT OF NUMBER 2,3,4 AND THE ADDING
OF A NUMBER 11 TO ARTICLE 12 OF THE BY-LAWS
9. APPROVE THE SHARE BUY BACK PROGRAMME AND THE Management For *Management Position Unknown
REDUCTION OF THE SHARE CAPITAL AND NOTABLY ON
THE REDUCTION OF UP TO EUR 7.844.846, FOR THE
PURPOSE OF RELEASING EXCESS CAPITAL BY CANCELING
UP TO 15,689,692 OWN SHARES TO BE ACQUIRED SUBSEQUENT
TO THE EXECUTION OF THE RESOLUTION, IN ADDITION
TO CORRESPONDING RESOLUTIONS RELATING TO RESERVES
AND THE AMENDMENT TO THE ARTICLES OF ASSOCIATION
FURTHER TO THE RESOLUTION ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION
10. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management For *Management Position Unknown
AND THE OTHER SECURITIES
* PLEASE NOTE THAT THE MEETING HELD ON 30 MAR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO A REQUEST FROM MAJOR
SHAREHOLDER AND THAT THE SECOND CONVOCATION WILL
BE HELD ON 28 APR 2005. PLEASE ALSO NOTE THE
NEW CUTOFF DATE 14 APR 2005. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
SCOTTISH & NEWCASTLE PLC AGM MEETING DATE: 04/28/2005
ISSUER: G79269117 ISIN: GB0007839698
SEDOL: 0783969, 4783738, 5848034
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YEAR TO 31 DEC 2004
2. ADOPT THE DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
3. DECLARE A DIVIDEND Management For *Management Position Unknown
4. RE-APPOINT DR. N.C. BAIN AS A DIRECTOR Management For *Management Position Unknown
5. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For *Management Position Unknown
6. RE-APPOINT MR. H.V.L THERMAN AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
8. AUTHORIZE THE BOARD TO SET THE REMUNERATION OF Management For *Management Position Unknown
THE AUDITORS
9. APPROVE THAT, IN SUBSTITUTION FOR ALL EXITING Management For *Management Position Unknown
AUTHORITIES, THE AUTHORITY CONFERRED ON THE DIRECTORS
BY THE ARTICLE 11 (C) (1) OF THE COMPANY S ARTICLES
OF ASSOCIATION IN RELATION TO THE ALLOTMENT OF
RELEVANT SECURITIES UP TO A NOMINAL AMOUNT, AS
SPECIFIED AS THE SECTION 80 AMOUNT, BE EXERCISABLE
FOR THE PERIOD ENDING ON THE DATE OF THE NEXT
AGM OR ON 27 JUL 2006, WHICHEVER IS THE EARLIER,
AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL
BE GBP 34,000,000
S.10 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For *Management Position Unknown
9, THE POWER CONFERRED ON THE DIRECTORS BY ARTICLE
11(C)(2) OF THE COMPANY S ARTICLES OF ASSOCIATION
IN RELATION TO THE ALLOTMENT OF EQUITY SECURITIES
WHOLLY FOR CASH IN CONNECTION WITH A RIGHTS ISSUE,
AND ALSO UP TO A NOMINAL AMOUNT, SPECIFIED AS
THE SECTION 89 AMOUNT, BE EXERCISABLE FOR THE
PERIOD ENDING ON THE DATE OF THE NEXT AGM OR
ON 27 JUL 2006, WHICH EVER IS THE EARLIER, AND
FOR SUCH PERIOD THE SECTION 89 AMOUNT BE GBP
8,900,000; THE SALE OF TREASURY SHARES FOR CASH
SHALL BE TREATED AS AN ALLOTMENT OF EQUITY SECURITIES
FOR THE PURPOSE OF ARTICLE 11(C)(2) AND THE DISAPPLICATION
OF PRE-EMPTION RIGHTS IN THIS RESOLUTION 10 SHALL
EXTEND TO SALE OF TREASURY SHARES FOR CASH
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF UP TO
89,000,000 ORDINARY SHARES OF 20P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EQUAL
TO THE NOMINAL VALUE AND NOT MORE THAN 105% OF
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS OF
THE COMPANY S SHARES 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 NEXT AGM
OF THE COMPANY OR 27 JUL 2006 ; IN RELATION
TO THE PURCHASE OF SHARES THE CONTRACT FOR WHICH
WAS CONCLUDED BEFORE THE EXPIRING OF SUCH AUTHORITY
AND WHICH MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY UNLESS SUCH AUTHORITY IS RENEWED
PRIOR TO SUCH TIME
TOTAL SA MIX MEETING DATE: 04/28/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
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.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
17 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
O.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT MR. LORD LEVENE OF PORTSOKEN KBE AS A Management For *Management Position Unknown
DIRECTOR FOR A PERIOD OF 3 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVING PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
BAYER AG, LEVERKUSEN OGM MEETING DATE: 04/29/2005
ISSUER: D07112119 ISIN: DE0005752000 BLOCKING
SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 4096588, 4106056, 5069192, 5069211, 5069459,
5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630
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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT; AND APPROVE THE APPROVE
THE APPROPRIATION OF THE DISTRIBUTED PROFIT ;
DISTRIBUTED PROFIT OF EUR 401,688,056 SHALL BE
APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND
OF EUR 0.55 PER NO-PAR SHARE EX-DIVIDEND; PAYABLE
DATE BE 02 MAY 2005
2. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management For *Management Position Unknown
3. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management For *Management Position Unknown
4.1 ELECT DR. RER. POL., DIPL.-KFM. KLAUS KLEINFELD Management For *Management Position Unknown
AS AN ORDINARY MEMBER OF THE SUPERVISORY BOARD
4.2 ELECT PROF. DR.-ING. DR. H.C. EKKEHARD D. SCHULZ Management For *Management Position Unknown
AS AN ODINARY MEMBER TO THE SUPERVISORY BOARD
4.3 ELECT JOCHEN APPELL AS AN ALTERNATIVE MEMBER Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4.4 ELECT DR. HANS-DIRK KREKELER AS AN ALTERNATIVE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
5. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF EACH MEMBER OF SUPERVISORY BOARD RECEIVING
A FIXED ANNUAL REMUNERATION OF EUR 60,000 AND
A VARIABLE REMUNERATION OF EUR 2,000 FOR EVERY
EUR 50,000,000 OR PART THEREOF BY WHICH THE GROSS
CASH FLOW AS REPORTED IN THE CONSOLIDATED GROUP
FINANCIAL STATEMENTS OF THE RECENT FY EXCEEDS
EUR 3,100,000,000
6. AMEND SECTION 14, SECTION 15(1), SECTION 15(2), Management For *Management Position Unknown
AND SECTION 15(3) OF THE ARTICLES OF ASSOCIATION
IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE
7. AUTHORIZE THE MANAGEMENT DIRECTORS TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY UP TO 10% OF ITS SHARE
CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
28 OCT 2006; 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
AGAINST PAYMENT IN CASH, TO USE THE SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS OR WITHIN
THE SCOPE OF THE COMPANY S STOCK OPTION PLANS;
AND TO RETIRE THE SHARES
8. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE YEAR 2005
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
PEARSON PLC AGM MEETING DATE: 04/29/2005
ISSUER: G69651100 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For *Management Position Unknown
OF THE DIRECTORS OF THE COMPANY DIRECTORS AND
AUDITORS OF THE COMPANY AUDITORS FOR YE 31
DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
AS RECOMMENDED BY THE DIRECTORS
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For *Management Position Unknown
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For *Management Position Unknown
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; 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
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For *Management Position Unknown
CAPITAL OF THE COMPANY OF GBP 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For *Management Position Unknown
BOARD , PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 PASSED
AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89(1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END 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
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 04/29/2005
ISSUER: 948626 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND DEBBANE Management For For
JONAS M. FAJGENBAUM Management For For
JOHN F. BARD Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
UNICREDITO ITALIANO SPA, GENOVA OGM MEETING DATE: 04/30/2005
ISSUER: T95132105 ISIN: IT0000064854 BLOCKING
SEDOL: 0711670, 4232445, 5179712, B020SH0
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
01 MAY 2005 AND A THIRD CALL ON 02 MAY 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
* PLEASE NOTE THAT THIS IS A MIX MEETINH. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown
2004 TOGETHER WITH THE BOARD OF DIRECTORS, THE
INTERNAL AND THE EXTERNAL AUDITORS REPORTS;
THE CONSOLIDATED BALANCE SHEET REPORTS AND THE
SOCIAL AND THE ENVIRONMENTAL REPORT
O.2 APPROVE THE PROFIT ALLOCATION Management For *Management Position Unknown
O.3 APPOINT THE DIRECTORS AFTER STATING THEIR NUMBER Management Against *Management Position Unknown
FOR THE FINANCIAL YEARS 2005-2007 WITH TERM IN
OFFICE EXPIRING AT THE MEETING CALLED TO APPROVE
THE 2007 BALANCE SHEET REPORTS
O.4 APPROVE THE BOARD OF DIRECTORS AND THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE ANNUAL EMOLUMENT, AS PER ARTICLE 26
OF THE BY-LAW
O.5 AUTHORIZE UNICREDITO ITALIANO S.P.A. TO JOIN Management Against *Management Position Unknown
THE EUROPEAN ECONOMIC INTEREST GROUPING CALLED,
GLOBAL DEVELOPMENT, AS PER ARTICLE 2361 COMMA
2, OF THE ITALIAN CIVIL CODE
O.6 APPROVE TO TAKE ON SAVINGS SHAREHOLDERS REPRESENTATIVE Management For *Management Position Unknown
S EMOLUMENT
E.1 APPROVE THE MERGER BY INCORPORATION OF BANCA Management For *Management Position Unknown
DELL UMBRIA 1462 S.P.A. AND CASSA RISPARMIO CARPI
S.P.A. INTO UNICREDITO ITALIANO S.P.A.; AMEND
THE BY-LAW
FARGO ELECTRONICS, INC. FRGO ANNUAL MEETING DATE:
05/03/2005
ISSUER: 30744P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. GIBBS Management For For
EDWARD J. SMITH Management For For
GARDNER DENVER, INC. GDI ANNUAL MEETING DATE: 05/03/2005
ISSUER: 365558 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
DONALD G. BARGER, JR. Management For For
RAYMOND R. HIPP Management For For
DAVID D. PETRATIS Management For For
02 TO APPROVE THE COMPANY S EXECUTIVE ANNUAL BONUS Management For For
PLAN.
ALLIANZ AG, MUENCHEN OGM MEETING DATE: 05/04/2005
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
5.1 RE-ELECT MR. IGOR LANDAU AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5.3 RE-ELECT MR. FRANZ FEHRENBACH AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.5 RE-ELECT DR. ALBRECHT SCHAEFER AS A SUBSTITUTE Management For *Management Position Unknown
MEMBER TO THE SUPERVISORY BOARD
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE REMUNERATION FOR THE SUPERVISORY BOARD
AS FOLLOWS: FROM THE 2005 FINANCIAL YEAR ON,
EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE
A FIXED ANNUAL REMUNERATION OF EUR 50,000, A
SHORT-TERM PROFIT-RELATED REMUNERATION OF UP
TO EUR 24,000, AND A LONG-TERM PROFIT-RELATED
REMUNERATION OF UP TO EUR 24,000, THE CHAIRMAN
SHALL RECEIVE TWICE, AND THE DEPUTY CHAIRMAN
ONE AND A HALF TIMES, THESE AMOUNTS; COMMITTEE
MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE AND AUDIT COMMITTEE SHALL RECEIVE
AN ADDITIONAL REMUNERATION OF 25% COMMITTEE
CHAIRMEN 50% OF THE ABOVE THE ABOVE MENTIONED
REMUNERATION, MEMBERS OF THE AUDIT COMMITTEE
A FIXED ANNUAL REMUNERATION OF EUR 30,000 THE
CHAIRMAN OF THE AUDIT COMMITTEE EUR 45,000 ,
EACH MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF
EUR 500 PER SUPERVISORY BOARD MEETING AND COMMITTEE
MEETING; SHOULD SEVERAL MEETINGS BE HELD ON THE
SAME DAY OR ON CONSECUTIVE DAYS, THE ATTENDANCE
FEE WILL BE PAID ONLY ONCE
8. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 WAY
OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20 %; FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 03 NOV 2006; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THROUGH THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES,
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY OR ITS AFFILIATES, AND TO RETIRE
THE SHARES
5.2 RE-ELECT PROFESSOR. DR. DENNIS J. SNOWER AS AN Management For *Management Position Unknown
OFFICER TO THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE NEW PROFIT-SHARING CERTIFICATES OF UP TO
EUR 10,000,000, IN ORDER TO SECURE THE SUBSCRIPTION
RIGHTS OF HOLDERS OF PROFIT-SHARING CERTIFICATES,
ON OR BEFORE 03 MAY 2010; THE CAPITAL REPRESENTED
BY THE PROFIT-SHARING CERTIFICATES SHALL BE INCREASED
IN ACCORDANCE WITH ANY INCREASE OF THE SHARE
CAPITAL, HOLDERS OF PROFIT-SHARING CERTIFICATES
BEING GRANTED SUBSCRIPTION RIGHTS FOR NEW CERTIFICATES
* 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.
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 852,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.75 PER NO-PAR SHARES;
EUR 177,635,811.25 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE
DATE: 05 MAY 2005 PAYABLE DATE: 06 MAY 2005
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5.4 RE-ELECT DR. FRANZ B. HUMER AS AN OFFICER TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.6 RE-ELECT DR. JUERGEN THAN AS AN OFFICER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. GRANT AUTHORITY TO ACQUIRE OWN SHARES FOR PURPOSES Management For *Management Position Unknown
OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST
SHALL BE AUTHORIZED TO ACQUIRE AND SELL SHARES
OF THE COMPANY, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 03 NOV 2006; THE TRADING PORTFOLIO
OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL
NOT EXCEED 5% OF THE COMPANY S SHARE CAPITAL
AT THE END OF ANY DAY
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 023551 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. HOLIDAY Management For For
J.J. O'CONNOR Management For For
F.B. WALKER Management For For
R.N. WILSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2005.
AMN HEALTHCARE SERVICES, INC. AHS ANNUAL MEETING DATE: 05/04/2005
ISSUER: 001744 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT B. HAAS Management For For
STEVEN C. FRANCIS Management For For
SUSAN R. NOWAKOWSKI Management For For
WILLIAM F. MILLER III Management For For
ANDREW M. STERN Management For For
DOUGLAS D. WHEAT Management For For
KENNETH F. YONTZ Management For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Management For For
THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
AQUILA, INC. ILA ANNUAL MEETING DATE: 05/04/2005
ISSUER: 03840P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
HERMAN CAIN Management Withheld Against
PATRICK J. LYNCH Management For For
NICHOLAS J. SINGER Management For For
CSX CORPORATION CSX ANNUAL MEETING DATE: 05/04/2005
ISSUER: 126408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. BAILEY Management For For
SEN. J.B. BREAUX Management For For
E.J. KELLY, III Management For For
R.D. KUNISCH Management For For
S.J. MORCOTT Management For For
D.M. RATCLIFFE Management For For
C.E. RICE Management For For
W.C. RICHARDSON Management For For
F.S. ROYAL, M.D. Management For For
D.J. SHEPARD Management For For
M.J. WARD Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING NON-DEDUCTIBLE Shareholder Against For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE. Shareholder For Against
DEGUSSA AG (NEU), DUESSELDORF AGM MEETING DATE: 05/04/2005
ISSUER: D1722L112 ISIN: DE0005421903 BLOCKING
SEDOL: 4870834, 7158429
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP
ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 226,185,949 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.10 PER NO-PAR SHARE; EX-DIVIDEND
DATE: 05 MAY 2005; PAYABLE DATE: 06 MAY 2005
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 PWC DEUTSCHE REVISION AG, DUSSELDORF, Management For *Management Position Unknown
AS THE AUDITORS FOR THE 2005 FY AS THE AUDITORS
FOR THE YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT
DEVIATING MORE THAN 10% FROM THE MARKET PRICE
OF THE SHARES, ON OR BEFORE 03 NOVEMBER 2006;
AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO
DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THROUGH THE STOCK EXCHANGE OR A RIGHTS OFFERING
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR
ACQUISITION PURPOSES AND FOR THE FULFILLMENT
OF CONVERTIBLE AND OPTION RIGHTS, AND TO RETIRE
THE SHARES
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS UMAG AS FOLLOWS:
SECTION 14(2), REGARDING SHAREHOLDERS MEETINGS
BEING CONVENED NO LATER THAN 30 DAYS PRIOR TO
THE DAY BY WHICH SHAREHOLDERS ARE REQUIRED TO
REGISTER TO ATTEND THE SHAREHOLDERS MEETING;
SECTION 15, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER SEVEN DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS
8. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS UMAG AS FOLLOWS:
SECTION 16(3), REGARDING THE CHAIRMAN OF THE
SHAREHOLDERS MEETING BEING AUTHORIZED TO LIMIT
THE TIME FOR QUESTIONS AND ANSWERS AT SHAREHOLDERS
MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
ONLINE RESOURCES CORPORATION ORCC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 68273G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM H. WASHECKA Management For For
STEPHEN S. COLE Management For For
JOSEPH J. SPALLUTO Management For For
02 PROPOSAL TO AMEND THE COMPANY S CERTIFICATE OF Management Against Against
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND ELIMINATE THE EXISTENCE
OF THE COMPANY S SERIES A CONVERTIBLE PREFERRED
STOCK.
03 PROPOSAL TO APPROVE AND ADOPT THE COMPANY S 2005 Management Against Against
RESTRICTED STOCK AND OPTION PLAN.
04 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, 2005.
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 216640 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PETER J. FLUOR Management For For
DAVID ROSS III Management For For
BRUCE W. WILKINSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
03 VOTE ON MANAGEMENT INCENTIVE COMPENSATION PLAN. Management For For
04 VOTE ON 2005 EQUITY INCENTIVE PLAN. Management For For
EMC CORPORATION EMC ANNUAL MEETING DATE: 05/05/2005
ISSUER: 268648 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MICHAEL J. CRONIN Management For For
W. PAUL FITZGERALD Management Withheld Against
JOSEPH M. TUCCI Management For For
02 PROPOSAL 2 - TO APPROVE AMENDMENTS TO THE EMC Management For For
CORPORATION 2003 STOCK PLAN TO INCREASE BY 100,000,000
THE NUMBER OF SHARES AVAILABLE UNDER THE PLAN,
AND INCREASE THE NUMBER OF SHARES WHICH MAY BE
ISSUED PURSUANT TO AWARDS OF RESTRICTED STOCK
AND/ OR RESTRICTED STOCK UNITS TO 30% OF THE
TOTAL AUTHORIZED SHARES UNDER THE PLAN, AS DESCRIBED
IN EMC S PROXY STATEMENT.
03 PROPOSAL 3 - TO RATIFY THE SELECTION BY THE AUDIT Management For For
COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS
LLP AS EMC S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
04 PROPOSAL 4 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder For Against
RELATING TO PERFORMANCE-BASED STOCK OPTIONS,
AS DESCRIBED IN EMC S PROXY STATEMENT.
05 PROPOSAL 5 - TO ACT UPON A SHAREHOLDER PROPOSAL Shareholder Against For
RELATING TO EMC S AUDIT COMMITTEE, AS DESCRIBED
IN EMC S PROXY STATEMENT.
LIBBEY INC. LBY ANNUAL MEETING DATE: 05/05/2005
ISSUER: 529898 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM A. FOLEY Management For For
DEBORAH G. MILLER Management For For
TERENCE P. STEWART Management For For
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 599902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK J. LEVIN Management Withheld Against
A. GRANT HEIDRICH, III Management For For
KENNETH E. WEG Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
RECKITT BENCKISER PLC AGM MEETING DATE: 05/05/2005
ISSUER: G7420A107 ISIN: GB0007278715
SEDOL: 0727871, 5861268
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For *Management Position Unknown
FY 2004, WHICH ENDED ON 31 DEC 2004 AND THE REPORTS
OF THE DIRECTORS AND AUDITORS THEREON
2. APPROVE THE DIRECTOR S REMUNERATION REPORT AND Management For *Management Position Unknown
THAT PART OF THE REPORT OF THE AUDITORS WHICH
REPORTS THEREON
3. APPROVE A FINAL DIVIDEND OF 18P PER ORDINARY Management For *Management Position Unknown
SHARE BE PAID ON 26 MAY 2005 TO ALL ORDINARY
SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF
BUSINESS ON 04 MAR 2005
4. RE-ELECT MR. ADRIAN BELLAMY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION
5. RE-ELECT MR. GEORGE GREENER AS A DIRECTOR, UNDER Management For *Management Position Unknown
COMBINED CODE PROVISION A.7.2
6. ELECT MR. GRAHAM MACKAY AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION
8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For *Management Position Unknown
FOR ALL EXISTING AUTHORITIES, TO ALLOT RELEVANT
SECURITIES WITHIN THE MEANING OF SECTION 80
OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 25,438,000 AUTHORITY EXPIRES
5 YEARS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
WITHIN THE MEANING OF SECTION 94 OF THAT ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE
SAID ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES
IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS
AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP
3,815,000 AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE AGM OF THE COMPANY AND AUTHORIZE
THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION OF THE
COMPANY AS PER SECTION 166 OF THE COMPANIES ACT
1985, TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF ORDINARY SHARES
OF 10 10/19P EACH IN THE CAPITAL OF THE COMPANY
(A) THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH
MAY PURCHASED IS 72,500,000 ORDINARY SHARES
REPRESENTING LESS THAN 10% OF THE COMPANY S ISSUED
ORDINARY SHARE CAPITAL AS AT 06 MAR 2005 ; (B)THE
MAXIMUM PRICE AT WHICH ORDINARY SHARES MAY BE
PURCHASED IS AN AMOUNT EQUAL TO 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE
ORDINARY SHARES AS TAKEN FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 04 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY; (D) ORDINARY SHARES CANCELLED
IMMEDIATELY UPON COMPLETION OF THE PURCHASE OR
TRANSFERRED OR OTHERWISE DEALT WITH AS TREASURY
SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE
COMPANIES ACT 1985
11. APPROVE A) THE RECKITT BENCKISER 2005 SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, AS SPECIFIED IN THE NOTICE
OF THE 2005 AGM DATED 06 APR 2005 AND IN THE
FORM OF THE DRAFT RULES PRODUCED TO THE MEETING
BE AND IS HEREBY ADOPTED AND THAT THE DIRECTORS
OR A COMMITTEE OF THE BOARD OF DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAME
INCLUDING ANY CONSEQUENTIAL AMENDMENTS TO OBTAIN
THE APPROVAL OF THE INLAND REVENUE UNDER THE
PROVISIONS OF PART 6, CHAPTER 7 AND SCHEDULE
3 TO THE INCOME TAX (EARNINGS AND PENSIONS) ACT
2003 AND B) THE DIRECTORS BE AUTHORIZED TO VOTE
AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED
WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF
THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT
BE COUNTED IN A QUORUM OR VOTE IN RESPECT OF
HIS OWN PARTICIPATION AND ANY PROHIBITION ON
VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY BE AND IS HEREBY RELAXED ACCORDINGLY
12. APPROVE A) THE RECKITT BENCKISER 2005 GLOBAL Management For *Management Position Unknown
STOCK PROFIT PLAN IN THE NOTICE OF THE 2005 AGM
DATED 06 APR 2005, AND IN THE FORM OF THE DRAFT
RULES PRODUCED TO THE MEETING BE ADOPTED AND
THAT THE DIRECTORS, OR A COMMITTEE OF THE BOARD
OF DIRECTORS, BE AUTHORIZED TO DO ALL ACTS AND
THINGS NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT
OR GIVE EFFECT TO THE SAME AND B) THE DIRECTORS
BE AUTHORIZED TO VOTE AND BE COUNTED IN THE QUORUM
ON ANY MATTER CONNECTED WITH THE PLAN REFERRED
TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT
THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM
OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE RELAXED
ACCORDINGLY
13. APPROVE A) THE RECKITT BENCKISER 2005 USA SAVINGS-RELATED Management For *Management Position Unknown
SHARE OPTION PLAN, IN THE NOTICE OF THE 2005
AGM DATED 06 APR 2005, AND IN THE FORM OF THE
DRAFT RULES PRODUCED TO THE MEETING BE ADOPTED
AND THAT THE DIRECTORS BE AUTHORIZED TO DO ALL
ACTS AND THINGS NECESSARY OR DESIRABLE TO AMEND,
IMPLEMENT, OR GIVE EFFECT TO THE SAME AND (B)
THE DIRECTORS BE AUTHORIZED TO VOTE AND BE COUNTED
IN THE QUORUM ON ANY MATTER CONNECTED WITH THE
PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION
EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN
A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION
AND ANY PROHIBITION ON VOTING CONTAINED IN THE
ARTICLES OF ASSOCIATION OF THE COMPANY BE ACCORDINGLY
14. AMEND THE RULES OF THE RECKITT BENCKISER SENIOR Management For *Management Position Unknown
EXECUTIVE SHARE OWNERSHIP POLICY PLAN OF THE
NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND
IN THE FORM OF THE DRAFT RULES PRODUCED TO THE
MEETING, AND THAT THE DIRECTORS BE AUTHORIZED
TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE
TO CARRY IT INTO EFFECT
SECURE COMPUTING CORPORATION SCUR ANNUAL MEETING DATE: 05/09/2005
ISSUER: 813705 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ERIC P. RUNDQUIST Management For For
ALEXANDER ZAKUPOWSKY JR Management For For
02 TO APPROVE AN AMENDMENT TO THE 2002 STOCK OPTION Management Against Against
PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE BY 1,500,000 SHARES.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
SOCIETE GENERALE MIX MEETING DATE: 05/09/2005
ISSUER: F43638141 ISIN: FR0000130809 BLOCKING
SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8
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
220981 DUE TO CHANGE IN THE MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
* 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:
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004; AND THE
NET PROFIT OF EUR 2,303,226,958.31, AFTER TAXES
DEDUCTION FOR FY 2004
O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS AND NOTES A PROFIT OF EUR 2,303,226,958.31
ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24
DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07
PLUS THE PRIOR RETAINED EARNINGS: EUR 3,803,901,724.00
DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIATION
AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37
GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE;
THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS
TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR
10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,180,538.34
IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00
IS INCREASED TO EUR 4,637,283,456.37 AS REQUIRED
BY LAW
O.3 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FY 31 DEC 2004
O.4 APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management For *Management Position Unknown
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE
REPORT AND THE AGREEMENTS
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management For *Management Position Unknown
AZEMA AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management For *Management Position Unknown
LULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management For *Management Position Unknown
RICHARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 113.00 MINIMUM SALE PRICE: EUR 46.00
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES, FOR THE PERIOD
UNUSED, THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF
29 APR 2004
E.9 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.10 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management For *Management Position Unknown
AND AMEND ARTICLE OF ASSOCIATION NUMBER 7, ENTITLED
DIRECTORS
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF
THE EMPLOYEES OR THE OFFICERS, PROVIDED THAT
THEY SHALL NOT REPRESENT MORE THAN 1% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 14 MONTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND OF SHARES OR SECURITIES GIVING ACCESS
TO THE CAPITAL, EXCEPT IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT
EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF
THE SHARE CAPITAL, SUBJECT TO THE NOMINAL LIMIT
OF EUR 300 MILLION FOR CAPITAL INCREASES WITHOUT
PREEMPTIVE SUBSCRIPTION RIGHTS AUTHORIZED BY
THE GENERAL MEETING OF 29 APR 2004 IN ITS 12
RESOLUTION; AUTHORITY EXPIRES AT THE END OF
14 MONTHS
O.13 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management For *Management Position Unknown
AN EXTRACT OF THE MINUTES OF THIS MEETING IN
ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS
AND REGISTRATIONS PRESCRIBED BY LAW
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Abstain *Management Position Unknown
AMEND THE ARTICLE 14 OF THE BY-LAWS ANY PROVISION
RESTRICTING THE VOTING RIGHTS THAT A SHAREHOLDER
MAY EXERCISE AT A GENERAL MEETING
BELO CORP. BLC ANNUAL MEETING DATE: 05/10/2005
ISSUER: 080555 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANCE A. CORDOVA, PH.D Management For For
ROBERT W. DECHERD Management For For
LAURENCE E. HIRSCH Management For For
M. ANNE SZOSTAK Management For For
J. MCDONALD WILLIAMS Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
FOREST OIL CORPORATION FST ANNUAL MEETING DATE: 05/10/2005
ISSUER: 346091 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FORREST E. HOGLUND Management For For
JAMES H. LEE Management For For
02 PROPOSAL TO APPROVE AN ADDITIONAL 175,000 SHARES Management For For
FOR ISSUANCE UNDER THE 1999 EMPLOYEE STOCK PURCHASE
PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER
31, 2005.
KONINKLIJKE BOSKALIS WESTMINSTER NV AGM MEETING DATE: 05/10/2005
ISSUER: N14952225 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 2004
3.A APPROVE THE ANNUAL ACCOUNTS OF 2003 Management For *Management Position Unknown
3.B APPROVE THE REPORT OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. GRANT DISCHARGE THE BOARD OF MANAGEMENT Management For *Management Position Unknown
5. GRANT DISCHARGE THE SUPERVISORY BOARD Management For *Management Position Unknown
6. APPROVE THE RESERVE AND DIVIDEND POLICY Management For *Management Position Unknown
7.A APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
7.B APPROVE THE DIVIDEND Management For *Management Position Unknown
8. APPROVE THE CORPORATE GOVERNANCE Management For *Management Position Unknown
9. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management For *Management Position Unknown
AUDIT COMMITTEE AND THE COMMITTEE OF THE SUPERVISORY
BOARD
10. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management For *Management Position Unknown
SHARES OF THE COMPANY
11. TRANSACT ANY OTHER BUSINESS Other For *Management Position Unknown
12. CLOSING Non-Voting *Management Position Unknown
MONEYGRAM INTERNATIONAL, INC. ANNUAL MEETING DATE: 05/10/2005
ISSUER: 60935Y ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDITH K. HOFER Management For For
ROBERT C. KRUEGER Management For For
PHILIP W. MILNE Management For For
02 APPROVE THE MONEYGRAM INTERNATIONAL, INC. 2005 Management For For
OMNIBUS INCENTIVE PLAN.
03 RATIFY AND APPROVE THE REAPPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
QUEBECOR WORLD INC. IQW ANNUAL MEETING DATE: 05/10/2005
ISSUER: 748203 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 ELECTION OF DIRECTORS AS OUTLINED IN THE ACCOMPANYING Management For For
INFORMATION CIRCULAR
02 APPOINTMENT OF KPMG LLP AS AUDITORS AND AUTHORIZATION Management For For
OF THE DIRECTORS TO FIX THEIR REMUNERATION
03 THE SOLE SHAREHOLDER PROPOSAL TO BE VOTED ON Management For *Management Position Unknown
AS SET OUT IN SCHEDULE C TO THE ACCOMPANYING
INFORMATION CIRCULAR
TAIWAN SEMICONDUCTOR MFG. CO. LTD. TSM ANNUAL MEETING DATE: 05/10/2005
ISSUER: 874039 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Management For For
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF 2004 Management For For
PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK DIVIDENDS Management For For
AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Management For For
VIASYS HEALTHCARE INC. VAS ANNUAL MEETING DATE:
05/10/2005
ISSUER: 92553Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SANDER A. FLAUM Management For For
THOMAS W. HOFMANN Management For For
KIRK E. GORMAN Management For For
CROSS COUNTRY HEALTHCARE, INC. CCRN ANNUAL MEETING DATE: 05/11/2005
ISSUER: 227483 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOSEPH A. BOSHART Management For For
EMIL HENSEL Management For For
W. LARRY CASH Management For For
C. TAYLOR COLE JR. Management For For
THOMAS C. DIRCKS Management For For
ERIC T. FRY Management For For
M. FAZLE HUSAIN Management For For
JOSEPH SWEDISH Management For For
JOSEPH TRUNFIO Management For For
02 PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT Management For For
OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT
REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/11/2005
ISSUER: 319963 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALISON DAVIS Management For For
JAMES D. ROBINSON III Management For For
BERNARD L. SCHWARTZ Management For For
ARTHUR F. WEINBACH Management For For
02 THE APPROVAL OF AN INCREASE IN THE NUMBER OF Management For For
SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
STOCK PURCHASE PLAN BY 6,000,000 SHARES OF THE
COMPANY S COMMON STOCK.
03 THE APPROVAL OF AMENDMENTS TO THE COMPANY S SENIOR Management For For
EXECUTIVE INCENTIVE PLAN.
04 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2005.
05 SHAREHOLDER PROPOSAL ON JOB LOSS AND DISLOCATION Shareholder Against For
IMPACT STATEMENT.
06 SHAREHOLDER PROPOSAL ON DIRECTOR LIABILITY. Shareholder Against For
L'AIR LIQUIDE MIX MEETING DATE: 05/11/2005
ISSUER: F01764103 ISIN: FR0000120073 BLOCKING
SEDOL: 4011406, 4011484, 7163832, B01DBK4, B03XPC2
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:
* PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 11
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
1. RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE GENERAL REPORT OF THE STATUTORY AUDITORS,
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE
FORM PRESENTED TO THE MEETING; AND PROFIT FOR
THE FY: EUR 383,892,802.00
2. RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND
THE STATUTORY AUDITORS, AND APPROVES THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
3. APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE WITH REGARDS TO THE PROFITS; THE SHAREHOLDERS
RECEIVE A NET DIVIDEND OF EUR 3.50 PER SHARE,
IT WILL BE PAID ON 17 MAY 2005, AS REQUIRED BY
LAW; THE TOTAL AMOUNT OF THE LOYALTY DIVIDEND,
FOR THE 25,876,746 SHARES REGISTERED CONTINUOUSLY
UNDER A NON-TRANSFERABLE FORM, FROM 31 DEC 2002
TILL 31 DEC 2004, AMOUNTED TO EUR 9,056,861.00;
THE TOTAL OF THE LOYALTY DIVIDEND CORRESPONDING
TO THE 25,876,746 SHARES SOLD BETWEEN 01 JAN
2005 AND 17 MAY 2005, WILL BE DEDUCTED FROM THIS
AMOUNT; AUTHORIZE THE EXECUTIVE COMMITTEE TO
WITHDRAW FROM THE CARRY FORWARD ACCOUNT, THE
NECESSARY SUMS TO PAY THE DIVIDEND SET HERE-ABOVE
4. AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 220.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT
DELEGATION CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE OGM OF 12 MAY 2004; AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management For *Management Position Unknown
ALAIN JOLY AS A MEMBER THE SUPERVISORY BOARD
UNTIL THE OGM WHICH WILL DELIBERATE UPON THE
ANNUAL FINANCIAL STATEMENTS FOR FY 2008
6. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. LINDSAY OWEN-JONES AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
7. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management For *Management Position Unknown
M. THIERRY DESMAREST AS A MEMBER OF THE SUPERVISORY
BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON
THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008
8. APPOINTS MR. M. THIERRY PEUGEOT AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL
DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS
FOR FY 2008
9. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE AND THE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
10. GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 24MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE EGM OF 12 MAY 2004; AND AUTHORIZE THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
11. 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 FORMALITIES AND REGISTRATIONS PRESCRIBED
BY LAW
SMEDVIG ASA AGM MEETING DATE: 05/11/2005
ISSUER: R80454102 ISIN: NO0003390205
SEDOL: 4564665, 4837914
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
* 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 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 THE SMEDVIG GROUP AND Management For *Management Position Unknown
SMEDVIG ASA; A DIVIDEND OF NOK 1.50 PER SHARE
4. APPROVE TO DETERMINE THE REMUNERATION TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS FOR 2004
5. APPROVE THE AUDITOR S FEE FOR 2004 Management For *Management Position Unknown
6. ELECT 2 MEMBERS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. AUTHORIZE THE BOARD OF DIRECTORS TO CONTINUE Management For *Management Position Unknown
INCENTIVE PROGRAMS FOR EMPLOYEES
8. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN SHARES
9. APPROVE THE CANCELLATION OF HOLDING OF CLASS Management For *Management Position Unknown
A SHARES/REDUCTION OF THE SHARE CAPITAL
10. GRANT AUTHORITY TO AMEND PARAGRAPH 3 IN THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
UNILEVER PLC UL ANNUAL MEETING DATE: 05/11/2005
ISSUER: 904767 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR Management For For
ENDED DECEMBER 31, 2004.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
FOR THE YEAR ENDED DECEMBER 31, 2004.
03 TO DECLARE A DIVIDEND OF 12.82 PENCE ON THE ORDINARY Management For For
SHARES.
04 DIRECTOR Management For
PJ CESCAU Management For For
CJ VAN DER GRAAF Management For For
RHP MARKHAM Management For For
RD KUGLER* Management For For
A BURGMANS 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
H KOPPER Management For For
LORD SIMON Management For For
J VAN DER VEER Management For For
17 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For For
OF THE COMPANY.
18 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For For
REMUNERATION.
19 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE Management For For
SHARES.
20 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For For
PRE-EMPTION RIGHTS.
21 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For For
ITS OWN SHARES.
22 TO CHANGE THE ARTICLES IN RELATION TO THE APPOINTMENT Management For For
OF A GROUP CHIEF EXECUTIVE.
23 TO CHANGE THE ARTICLES IN RELATION TO DIRECTORS Management For For
INDEMNIFICATION.
24 TO APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For For
PLAN 2005.
25 TO APPROVE THE UNILEVER PLC 2005 SHARESAVE PLAN. Management For For
ALBANY INTERNATIONAL CORP. AIN ANNUAL MEETING DATE: 05/12/2005
ISSUER: 012348 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
JOSEPH G. MORONE Management For For
CHRISTINE L. STANDISH Management Withheld Against
ERLAND E. KAILBOURNE Management For For
JOHN C. STANDISH Management Withheld Against
JUHANI PAKKALA Management For For
PAULA H.J CHOLMONDELEY Management For For
B APPROVAL OF THE ALBANY INTERNATIONAL CORP. 2005 Management Against Against
INCENTIVE PLAN
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 017361 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
H. FURLONG BALDWIN Management For For
ELEANOR BAUM Management For For
PAUL J. EVANSON Management For For
CYRUS F. FREIDHEIM, JR. Management For For
JULIA L. JOHNSON Management For For
TED J. KLEISNER Management For For
STEVEN H. RICE Management For For
GUNNAR E. SARSTEN Management For For
MICHAEL H. SUTTON Management For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL REQUIRING MANAGEMENT TO Shareholder For Against
RETAIN STOCK.
04 STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shareholder For Against
BOARD CHAIRMAN.
05 STOCKHOLDER PROPOSAL TO DISCOURAGE ANY OVEREXTENDED Shareholder Against For
DIRECTORS.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
OPTIONS.
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE: 05/12/2005
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED Management *Management Position Unknown
FINANCIAL STATEMENTS, ALONG WITH THE MANAGEMENT
REPORT OF THE EXECUTIVE BOARD AND THE REPORT
OF THE SUPERVISORY BOARD
2. GRANT DISCHARGE THE MEMBERS OF THE EXECUTIVE Management *Management Position Unknown
BOARD
3. GRANT DISCHARGE THE MEMBERS OF THE SUPERVISORY Management *Management Position Unknown
BOARD
4. ELECT THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 7 OF THE GERMAN STOCK CORPORATION
ACT
6. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management *Management Position Unknown
TO SECTION 71 (1) NO. 8 OF THE GERMAN STOCK CORPORATION
ACT
7. AMEND THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
8. APPROVE THE ADDITION OF A NEW PARAGRAPH TO THE Management *Management Position Unknown
ARTICLES OF ASSOCIATION
9. AMENDMENT ARTICLE 2 OF THE ARTICLES OF ASSOCIATION Management *Management Position Unknown
10. APPROVE THE SIGNING OF MANAGEMENT CONTROL AND Management *Management Position Unknown
PROFIT-AND-LOSS TRANSFER AGREEMENTS
11. APPROVE THE SIGNING OF A PROFIT-AND-LOSS TRANSFER Management *Management Position Unknown
AGREEMENT
12. ELECT THE AUDITOR FOR 2005 Management *Management Position Unknown
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM MEETING DATE: 05/12/2005
ISSUER: D08064103 ISIN: DE0008022005 BLOCKING
SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388, B01DKD0
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
146672 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.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 FY 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
4.1 ELECT MR. MAX DIETRICH KLEY AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT MR. GERHARD RANDA AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.3 ELECT DR. DIETHER MUENICH AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES AT PRICES NOT DEVIATING MORE THAN 10%
FROM THEIR AVERAGE MARKET PRICE, ON OR BEFORE
31 OCT 2006; THE TOTAL HOLDING OF SHARES ACQUIRED
FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL AT THE END OF ANY GIVEN DAY
9. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE OBJECT OF THE COMPANY BEING ADJUSTED IN
CONNECTION WITH THE NEW GERMAN PFANDBRIEF ACT
6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN SHARES Management For *Management Position Unknown
OF UP TO 10% OF ITS SHARE CAPITAL, AT PRICES
NOT DEVIATING MORE THAN 10% FROM THE AVERAGE
MARKET PRICE OF THE SHARES, ON OR BEFORE 31 OCT
2006; THE BOARD OF MANAGING DIRECTORS BE AUTHORIZED
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PURPOSES OR FOR THE FULFILMENT OF CONVERTIBLE
OR OPTION RIGHTS, AND TO RETIRE THE SHARES
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND
MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS UMAG AS FOLLOWS: SECTION
17(2), SECTION 18(1), SECTION 18(2)
8. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG AS FOLLOWS: SECTION 20(4)
10. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
HVB PAYMENTS + SERVICES GMBH AND HVB CONSULT
GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2010
11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management For *Management Position Unknown
COMPANY S WHOLLY-OWNED SUBSIDIARY BANKHAUS NEELMEYER
AG, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005,
UNTIL AT LEAST 31 DEC 2009
12. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
BERLIN AND FRANKFURT AS THE AUDITORS FOR THE
2005 FY
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN AGM MEETING DATE: 05/12/2005
ISSUER: D12096109 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 FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004 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 418,614,024.04 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.62 PER ORDINARY SHARE
AND EUR 0.64 PER PREFERRED SHARE EX-DIVIDEND
AND PAYABLE DATE: 13 MAY 2005
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. ELECT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG Management For *Management Position Unknown
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT,
MUNICH AS THE AUDITORS FOR THE YEAR 2005
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE LAW ON CORPORATE INTEGRITY AND THE MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS UMAG , AS FOLLOWS: SECTION 16(3), REGARDING
THE NOTICE OF THE SHAREHOLDERS MEETING BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE IN
ACCORDANCE WITH THE STATUTORY PROVISIONS SECTION
17(1) AND (2), REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER SEVEN DAYS PRIOR TO THE SHARE HOLDERS
MEETING AND TO PROVIDE A PROOF, WRITTEN OR VIA
FAX IN GERMAN OR ENGLISH , OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 19(2), REGARDING
THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING
AUTHORIZED TO LIMIT THE TIME FOR QUEST IONS AND
ANSWERS AT THE SHAREHOLDERS MEETING
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN ORDINARY Management For *Management Position Unknown
OR PREFERRED SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NOT DEVIATING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, EFFECTIVE
FROM 01 JUN 2005 UNTIL 11 NOV 2006; AND AUTHORIZE
THE BOARD OF MANAGING DIRECTORS TO RETIRE THE
SHARES
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
COMPAGNIE GENERALE DE GEOPHYSIQUE MIX MEETING DATE: 05/12/2005
ISSUER: F43071103 ISIN: FR0000120164 BLOCKING
SEDOL: 4215394
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO SET THE ISSUE Management Against *Management Position Unknown
PRICE IN CASE OF WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS UP TO 10% OF THE SHARE CAPITAL
E.5 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Against *Management Position Unknown
THE NUMBER OF SECURITIES ISSUED PURSUANT TO RESOLUTIONS
13 AND 14
E.6 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO INCREASE THE SHARE CAPITAL BY THE WAY OF THE
INTEGRATION OF THE RESERVES, THE PROFITS OR THE
PREMIUMS
E.7 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL UP TO 10% WITH A VIEW
TO REMUNERATE THE CONTRIBUTIONS IN KIND
E.8 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
INCREASE THE SHARE CAPITAL BY THE WAY OF THE
ISSUE OF SHARES OR SECURITIES GIVING ACCESS TO
THE SHARE CAPITAL IN FAVOR OF MEMBERS
OF A COMPANY S SAVING SCHEME
E.9 APPROVE TO DELEGATE THE PERFORMANCE IN ORDER Management For *Management Position Unknown
TO ISSUE SECURITIES GIVING THE RIGHT TO THE ALLOTMENT
OF DEBT SECURITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management Against *Management Position Unknown
GRANT OPTIONS TO SUBSCRIBE OR TO PURCHASE SHARES
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY THE WAY OF THE CANCELLATION
OF SHARES PURCHASED UNDER THE TERMS OF THE AUTHORIZATION
TO REPURCHASE BY THE COMPANY ITS OWN SHARES
E.12 AMEND THE ARTICLE 7/2 OF THE ARTICLES OF ASSOCIATION Management Against *Management Position Unknown
RELATING TO THE DECLARATIONS OF THE STATUTORY
CROSSING THRESHOLDS
E.13 GRANT POWERS TO CARRY OUT FORMALITIES Management For *Management Position Unknown
O.5 APPROVE THE CONSOLIDATED ACCOUNTS Management For *Management Position Unknown
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ROBERT Management For *Management Position Unknown
SEMMEN
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JOHN Management For *Management Position Unknown
MAC WILLIAM
O.9 RATIFY THE COOPTATION OF MR. REMI DORVAL Management For *Management Position Unknown
O.10 APPROVE TO DETERMINE THE AMOUNT OF THE DIRECTORS Management For *Management Position Unknown
FEES ALLOCATED TO THE BOARD OF DIRECTORS FOR
THE FY 2005
O.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown
PROCEED WITH THE PURCHASE OF THE COMPANY S SHARES
O.12 APPROVE THE AGREEMENTS GOVERNED BY THE ARTICLE Management For *Management Position Unknown
L225/38 OF THE COMMERCIAL LAW
E.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS
O.1 APPROVE THE BOARD OF DIRECTORS AND THE STATUTORY Management For *Management Position Unknown
AUDITORS REPORTS, AND THE FINANCIAL STATEMENTS
FOR THE FY 2004
E.2 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management For *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH RETENTION OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
E.3 APPROVE TO DELEGATE THE PERFORMANCE TO THE BOARD Management Against *Management Position Unknown
OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL
BY THE WAY OF THE ISSUE OF SHARES OR ANY OTHER
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
WITH THE WAIVER OF THE PREFERENTIAL SUBSCRIPTION
RIGHTS
* 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.2 APPROVE THE TRANSFER OF THE SUMS REGISTERED AT Management For *Management Position Unknown
THE LONG TERM CAPITAL GAINS SPECIAL RESERVE
TO AN OTHER RESERVES ACCOUNT
O.6 GRANT FULL DISCHARGE TO THE DIRECTORS Management For *Management Position Unknown
O.3 APPROVE THE ALLOCATION OF THE RESULTS Management For *Management Position Unknown
O.4 APPROVE THE DISCHARGE OF THE NEGATIVE BALANCE Management For *Management Position Unknown
OF THE BROUGHT FORWARD ACCOUNT BY DEDUCTION ON
THE CONTRIBUTIONS PREMIUM ACCOUNT
DIVERSA CORPORATION DVSA ANNUAL MEETING DATE: 05/12/2005
ISSUER: 255064 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. PETER JOHNSON Management For For
MS. CHERYL WENZINGER Management For For
02 TO APPROVE THE COMPANY S 2005 NON-EMPLOYEE DIRECTORS Management Against Against
EQUITY INCENTIVE PLAN.
03 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2005.
K2 INC. KTO ANNUAL MEETING DATE: 05/12/2005
ISSUER: 482732 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALFRED E. OSBORNE, JR. Management For For
DAN QUAYLE Management For For
EDWARD F. RYAN Management For For
02 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR 2005.
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
7. ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
9. ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management *Management Position Unknown
A PERIOD OF 3 YEARS
10. ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
11. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
12. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
13. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; BY
WAY OF CAPITALIZING ALL OR PART OF THE RESERVES,
PROFITS OR, PREMIUMS, PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF THE PAR VALUE OF THE EXISTING
SHARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN
NOT EXCEED THE AGGREGATE AMOUNT OF THE SUMS WHICH
CAN BE CAPITALIZED; THIS AMOUNT WILL BE ADDED
TO THE AMOUNT OF EUR 30,000,000.00; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
14. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY OF THE CGMMEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, 18, 19 OR 20 SHALL
COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, 18, 19 OR 20 SHALL COUNT AGAINST
THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD
OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
16. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR
GIVING THE RIGHT TO A DEBT SECURITY; THE MAXIMUM
NOMINAL VALUE OF THE CAPITAL INCREASES TO BE
CARRIED OUT UNDER THIS DELEGATION SHALL NOT EXCEED
EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 16, 18,
19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
18. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management *Management Position Unknown
OF THE AUTHORITY GRANTED ATTHE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, 17, 19 OR 20; AUTHORITY
IS GIVEN FOR A PERIOD OF 26 MONTHS
20. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
BY MEANS OF A PUBLIC OFFERING, WITH THE ISSUE
OF ORDINARY SHARE OR ANY OTHER SECURITIES GIVING
ACCESS TO THE CAPITAL OR THE RIGHT TO A DEBT
SECURITY, WITHOUT THE SHAREHOLDERS PREFERRED
RIGHTS IN THE FAVOR OF CREDIT INSTITUTIONS OR
THE COMPANIES GOVERNED BY THE CODE OF INSURANCES;
THE MAXIMUM NOMINAL VALUE OF CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN THE RESOLUTIONS NUMBER 13, 14, 15,
17, 18 OR 19 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
* 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
3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
8. ELECT MR. DIEGO VALLE AS A DIRECTOR FOR A PERIOD Management *Management Position Unknown
OF 3 YEARS
19. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16,
17, 18 OR 20; AUTHORITY IS GIVEN FOR A PERIOD
OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
2. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
6. ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management *Management Position Unknown
PERIOD OF 3 YEARS
1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management *Management Position Unknown
AND THE STATUTORY AUDITORS;APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
4. ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
5. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, APART FROM THE DIVIDEND
OF EUR 0.125 ALREADY PAID, WILL BE PAID ON 18
MAY 2005; IN THE EVENT THAT THE COMPANY HOLDS
SOME OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT
OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE
ALLOCATED TO THE RETAINED EARNINGS ACCOUNT
LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX MEETING DATE: 05/12/2005
ISSUER: F58485115 ISIN: FR0000121014 BLOCKING
SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY GRANTED AT THE CGM MEETING OF
15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY
CASH, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED
3% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT
AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES
RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS
NUMBER 13, 14, 15, 16, OR 18; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING
ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF
THE EMPLOYEES OR THE OFFICERS OF THE COMPANY
OR ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL
NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL;
THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16
OR 17; AUTHORITY IS GIVEN FOR A PERIOD OF 38
MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting *Management Position Unknown
NUMBERING. 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.
O.5 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 1,011,081,163.78; LEGAL
RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53;
DISTRIBUTABLE PROFITS: EUR 1,943,206,716.31;
SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL;
STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL
DIVIDEND: EUR 458,091,478.35; PRECOMPTE: EUR
3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474,704,807.81;
IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND
WILL AMOUNT TO EUR 0.95 PER SHARE; THE REMAINING
DIVIDEND OF EUR 0.70, WILL BE PAID ON 18 MAY
2005; IN THE EVENT THAT THE COMPANY HOLDS SOME
OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF
THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED
TO THE RETAINED EARNINGS ACCOUNT
O.6 ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.7 ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.8 ELECT MR. DIEGO DELLA VALLE AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.9 ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management For *Management Position Unknown
A PERIOD OF 3 YEARS
O.10 ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management For *Management Position Unknown
PERIOD OF 3 YEARS
O.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO BUY BACK THE COMPANY S SHARES ON THE
ON THE OPEN MARKET AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER
OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT
OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY
2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR
SEVERAL TRANSACTIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN
FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES
GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT
TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 14, 15, 16, 17, OR 18,
SHALL COUNT AGAINST THIS AMOUNT; BY WAY OF CAPITALIZING
ALL OR PART OF THE RESERVES, PROFITS OR, PREMIUMS,
PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED
BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT
THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE
OF THE PAR VALUE OF THE EXISTING SHARES, BY A
MAXIMUM NOMINAL AMOUNT, WHICH CAN NOT EXCEED
THE AGGREGATE AMOUNT OF THE SUMS WHICH CAN BE
CAPITALIZED; THIS AMOUNT WILL BE ADDED TO THE
AMOUNT OF EUR 30,000,000.00; AUTHORITY IS GIVEN
FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY
2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR
MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS
OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT
THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS,
ORDINARY SHARES AND, OR ANY SECURITIES GIVING
ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO
A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL
INCREASES RESULTING FROM THE ISSUANCES SET FORTH
IN RESOLUTIONS 13, 15, 16, 17, OR 18 SHALL COUNT
AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF
SHARES AND ANY SECURITIES GIVING ACCESS TO THE
CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY;
OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN
CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED
TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL;
THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING
FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13,
14, 16, 17, OR 18 SHALL COUNT AGAINST THIS AMOUNT;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING
WITH THE ISSUE, WITHOUT THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF PREFERRED
SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR
ANY SECURITIES GIVING THE RIGHT TO PREFERENCE
SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY;
THE MAXIMUM NOMINAL VALUE OF THE CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION SHALL
NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT
OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES
SET FORTH IN RESOLUTIONS 13, 14, 15, 17 OR 18
SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 227087, DUE TO THE CANCELLATION OF 2 RESOLUTIONS
AND SOME RESOLUTIONS BEING MODIFIED. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS
AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE
FORM PRESENTED TO THE MEETING; GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON THE AGREEMENTS GOVERNED BY THE ARTICLE L.
225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.4 ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management For *Management Position Unknown
4,987,500.00 UPON THE RETAINED EARNINGS ACCOUNT
ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF
THE AMENDED FINANCE LAW FOR 2004; THIS AMOUNT
CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY
TAX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS
ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE,
PURSUANT TO THE ABOVE ARTICLE, TO TRANSFER THE
AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL
RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY
RESERVE ACCOUNT; AN AMOUNT OF EUR 4,987,500 WILL
BE DRAWN UPON THIS RESERVE, FROM THE EXTRAORDINARY
TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF
THE RETAINED EARNINGS, THUS AMOUNTING TO EUR
932,125,552.53
PRIDE INTERNATIONAL, INC. PDE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 74153Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
ROBERT L. BARBANELL Management For For
PAUL A. BRAGG Management For For
DAVID A.B. BROWN Management For For
J.C. BURTON Management For For
ARCHIE W. DUNHAM Management For For
RALPH D. MCBRIDE Management Withheld Against
DAVID B. ROBSON Management For For
02 APPROVAL OF AN AMENDMENT TO THE COMPANY S EMPLOYEE Management For For
STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES RESERVED FOR ISSUANCE THEREUNDER BY 600,000.
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN OGM MEETING
DATE: 05/12/2005
ISSUER: D66992104 ISIN: DE0007164600 BLOCKING
SEDOL: 4616889, 4846288, 4882185, B02NV69
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004 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
OF THE PROFIT OF EUR 1,351,306,027.78 AS FOLLOWS
: PAYMENT OF A DIVIDED EUR 1.10 PER ENTITLED
SHARE THE REMAINDER SHALL BE CARRIED FORWARD
EX-DIVIDEND AND PAYABLE DATE 13 MAY 2005
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 DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT/BERLIN AS THE AUDITORS FOR THE FY 2005
6. ELECT DR. ERHARD SCHIPPOREIT AS OFFICER FOR THE Management For *Management Position Unknown
SUPERVISORY BOARD
7. AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown
SECTION 4(1), THE INCREASE OF THE SHARE CAPITAL
TO EUR 316,003,600 DUE TO CONVERTED AND OPTION
RIGHTS HAVING BEEN EXERCISED SECTION 4(5), REGARDING
THE REVOCATION OF THE CONTINGENT CAPITAL IIA
SECTION 4(7), REGARDING THE REDUCTION OF THE
CONTINGENT CAPITAL III A TO EUR 9,384,974
8. AMEND SECTION 1(1) OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
REGARDING THE COMPANY S NAME BEING CHANGED TO
SAP AG
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
3 REGARDING ANNOUNCEMENTS OF THE COMPANY BEING
PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE OR
ON THE COMPANY S WEBSITE; SECTION 17(3), REGARDING
SHAREHOLDERS MEETINGS BEING CONVENED NO LATER
THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING
TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED
TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS
MEETING AND TO PROVIDE A PROOF IN GERMAN OR
ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS
MEETING OR TO EXERCISE THEIR VOTING RIGHTS, SECTION
20(2), REGARDING THE CHAIRMAN OF THE SHAREHOLDERS
MEETING BEING AUTHORIZED TO LIMIT THE TIME FOR
QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS
10. APPROVE TO RENOVATE THE AUTHORIZED CAPITAL, CREATION Management For *Management Position Unknown
OF NEW AUTHORIZED CAPITAL AND THE CORRESPONDENCE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE
EXISTING AUTHORIZED CAPITAL I AND II SHALL BE
REVOKED; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL
AMOUNTS; AUTHORIZE THE BOARD OF MANAGING DIRECTORS
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000
THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY
2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SUBSCRIPTION
RIGHTS MAY BE EXCLUDED FOR THE RESIDUAL AMOUNTS,
FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE
CAPITAL AGAINST CASH PAYMENT IF THE SHARES ARE
ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE AND OF THE ISSUE OF SHARES AGAINST
PAYMENT IN KIND
11. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 30,000,000
THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER
MORE THAN 10%; ABOVE NOR MORE THAN 20% BELOW,
THE MARKET PRICE OF THE SHARES, OR BY WAY OF
REPURCHASE OFFER AT A PRICE NOT DEVIATING MORE
THAN 20%, FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO SELL THE SHARES ON THE
STOCK EXCHANGE AND TO OFFER THEM THE SHARE HOLDER
FOR SUBSCRIPTION; THE BOARD SHALL BE AUTHORIZED
TO DISPOSE OF THE SHARES IN ANOTHER MANNER IF
THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION
PROPOSES OR WITHIN THE SCOPE OF THE COMPANY STOCK
OPTION AND LONG TERM INCENTIVE PLANS AND TO RETIRE
THE SHARES RETIRE THE SHARES
12. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management Against *Management Position Unknown
USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE
ACQUISITION OF OWN SHARES AS PER ITEM 11 ENTITLED
TO VOTE ARE THOSE SHAREHOLDERS WHOSE SHARES ARE
BLOCKED WITH US FROM 04 MAY 2005, UNTIL THE CLOSE
OF THE MEETING
* PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN Non-Voting *Management Position Unknown
CODED FIRST. THANK YOU.
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/12/2005
ISSUER: G90078 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDY J. KELLY Management For For
ROBERTO MONTI Management For For
IAN C. STRACHAN Management For For
02 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY
SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM
2,500,000 TO 3,500,000.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/13/2005
ISSUER: 676220 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 A. MCKAY Management For For
MICHAEL J. MYERS Management For For
STEVE ODLAND Management For For
02 TO RATIFY OUR AUDIT COMMITTEE S APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS
FOR THE TERM DESCRIBED IN THIS PROXY STATEMENT.
03 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING: Shareholder Against For
(I) THAT OUR BOARD AMEND THE BYLAWS TO PROVIDE
THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED
BY THE INTERNAL REVENUE CODE FOR DEDUCTIBILITY
OF EMPLOYEE REMUNERATION AND CERTAIN OTHER MATTERS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING Shareholder Against For
THAT OUR BOARD OF DIRECTORS AMEND THE GOVERNANCE
DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS)
OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES
SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE
MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING
OF SHAREHOLDERS.
SUEZ, NANTERRE MIX MEETING DATE: 05/13/2005
ISSUER: F90131115 ISIN: FR0000120529 BLOCKING
SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 7121391, 7121454, 7166262
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
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 13
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.2 APPROVE THE FINANCIAL STATEMENTS SHOWING A NET Management For *Management Position Unknown
PROFIT OF EUR 1,743,540,312.88 AND ACKNOWLEDGE:
DISTRIBUTABLE PROFITS: EUR 1,740,685,782.88 PRIOR
RETAINED EARNINGS: EUR (-) 2,854,530.00; THE
APPROPRIATION AS FOLLOWS: STATUTORY DIVIDEND:
EUR 102,046,538.60; ADDITIONAL DIVIDEND: EUR
714,325,770.20; TOTAL DISTRIBUTION: EUR 816,372,308.80;
CARRY FORWARD ACCOUNT: EUR 924,313,474.08; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.80 PER SHARE; THIS DIVIDEND WILL BE PAID ON
16 MAY 2005
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YE 31 DEC 2004
O.3 APPROVE TO TRANSFER AN AMOUNT OF EUR 15,671,320.91 Management For *Management Position Unknown
CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS ACCOUNT TO THE VARIOUS RESERVES ACCOUNT,
AN AMOUNT OF EUR 96,213,475.12 CHARGED TO THE
MERGER PREMIUM ACCOUNT WILL BE TRANSFERRED TO
THE OTHER RESERVES ACCOUNT AND AN AMOUNT OF EUR
2,854,530.00 CHARGED TO THE OTHER RESERVES ACCOUNT
WILL BE TRANSFERRED TO THE RETAINED EARNINGS
ACCOUNT
O.9 APPOINT MR. RICHARD GOBLET D ALVIELLA AS A DIRECTOR Management For *Management Position Unknown
FOR A PERIOD OF 4 YEARS
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND
L.225.86 OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE AGREEMENTS REFERRED TO THEREIN
O.5 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 4
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERARD Management For *Management Position Unknown
MESTRALLET AS A DIRECTOR FOR A PERIOD OF 4 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LORD Management For *Management Position Unknown
SIMON OF HIGHBURY AS A DIRECTOR FOR A PERIOD
OF 4 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management For *Management Position Unknown
AND ASSOCIES COMPANY, AS THE STATUTORY AUDITOR,
FOR A PERIOD OF 6 YEARS
O.11 APPOINT THE BEAS COMPANY AS THE DEPUTY AUDITOR Management For *Management Position Unknown
FOR A PERIOD OF 6 YEARS
O.12 APPOINT MR. FRANCIS GIDOIN, AS A DEPUTY AUDITOR, Management For *Management Position Unknown
FOR A PERIOD OF 4 YEARS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
TO THE AUTHORITY GIVEN UNDER RESOLUTION 12 OF
THE GENERAL MEETING HELD ON 27 APR 2004, TO TRADE
IN THE COMPANY S SHARES ON THE STOCK MARKET,
AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 36.00, MINIMUM SALE PRICE: EUR 16.00,
MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED DOES NOT EXCEED 10% OF THE CAPITAL
PER PERIOD OF 24 MONTHS; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; THE PRESENT DELEGATION
CANCELS AND REPLACES, FOR THE PERIOD UNUSED,
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
15 AND GIVEN BY THE GENERAL MEETING OF 27 APR
2004; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL, WITHOUT SHAREHOLDERS SUBSCRIPTION
RIGHT, PROVIDED THAT THE MAXIMUM NOMINAL AMOUNT
SHALL NOT EXCEED EUR 30,000,000.00, BY WAY OF
ISSUING SHARES TO THE PROFIT OF SPRING MULTIPLE
2005 S.C.A.; AUTHORITY EXPIRES AT THE END OF
1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE, Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES, IT BEING
PROVIDED THAT THE TOTAL NUMBER OF SHARES SHALL
NOT EXCEED 1% OF THE REGISTERED CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
WATSON PHARMACEUTICALS, INC. WPI ANNUAL MEETING DATE: 05/13/2005
ISSUER: 942683 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. FEDIDA Management For For
ALBERT F. HUMMEL Management For For
CATHERINE M. KLEMA Management For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For For
THE 2001 INCENTIVE AWARD PLAN OF THE WATSON PHARMACEUTICALS,
INC.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITOR FOR THE 2005 FISCAL
YEAR.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/13/2005
ISSUER: G95089 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ERNST & YOUNG LLP S REMUNERATION.
ABBOT GROUP PLC AGM MEETING DATE: 05/17/2005
ISSUER: G92058109 ISIN: GB0009102731
SEDOL: 0011518, 0910273
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT, AUDITORS Management For *Management Position Unknown
REPORT AND ACCOUNTS FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND OF 3.2P PER ORDINARY Management For *Management Position Unknown
SHARE FOR THE YE 31 DEC 2004 PAYABLE TO ELIGIBLE
ORDINARY SHAREHOLDERS ON THE REGISTER OF MEMBERS
AT THE CLOSE OF BUSINESS ON 06 MAY 2005
3. RE-APPOINT MR. PETER J. MILINE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
4. RE-APPOINT MR. MAURICE A. WHITE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH ARTICLE 97 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
6. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
7. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management Against *Management Position Unknown
SET OUT ON PAGES 28 TO 31 OF THE DIRECTORS REPORT
AND ACCOUNTS
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY PREVIOUS AUTHORITY AND IN ACCORDANCE WITH
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO ALLOT RELEVANT SECURITIES SECTION 80 UP
TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP
8,791,812 BEING 33.33% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT 11 MAR 2005; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 8 AND PURSUANT TO SECTION 95 OF
THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8 AND TO ALLOT EQUITY
SECURITIES WITHIN THE MEANING OF SECTION 94(3A)
OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
I) WHICH HAVE BEEN OFFERED WHETHER BY WAY OF
RIGHTS ISSUE, OPEN OFFER OR OTHERWISE TO HOLDERS
OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY;
A) TO SELL, FOR THE BENEFIT OF THOSE SHAREHOLDERS
WHO ARE CITIZENS OF RESIDENT IN ANY OVERSEAS
TERRITORY, THAT THE PROCEEDS NET OF EXPENSES
OF GBP 3 OR LESS DUE TO ANY SUCH SHAREHOLDERS
MAY BE RETAINED FOR THE BENEFIT OF THE COMPANY;
B) NOT EXCEEDING IN AGGREGATE GBP 1,318,771;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For *Management Position Unknown
50 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND CHAPTER VII OF PART V OF THE ACT AND SUBJECT
TO THE FOLLOWING PROVISIONS OF THIS RESOLUTION,
TO MAKE MARKET PURCHASES SECTION 163(3) OF
UP TO 17,583,624 REPRESENTING JUST 10% OF THE
COMPANY S ISSUED ORDINARY CAPITAL AS ON 11 MAR
2005 ORDINARY SHARES OF 15P EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 15P EXCLUSIVE
OF THE EXPENSES AND NOT MORE THAN 5% ABOVE THE
AVERAGE OF THE MIDDLE MARKET QUOTATION OF AN
ORDINARY SHARE OF THE COMPANY 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
NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
PRINCIPAL FINANCIAL GROUP, INC. PFG ANNUAL MEETING DATE: 05/17/2005
ISSUER: 74251V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BETSY J. BERNARD Management For For
JOCELYN CARTER-MILLER Management For For
GARY E. COSTLEY Management For For
WILLIAM T. KERR Management For For
02 APPROVAL OF 2005 DIRECTORS STOCK PLAN Management For For
03 RATIFICATION OF AUDITORS Management For For
04 APPROVAL OF 2005 STOCK INCENTIVE PLAN Management For For
THERMO ELECTRON CORPORATION TMO ANNUAL MEETING DATE: 05/17/2005
ISSUER: 883556 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN L. LAMATTINA Management For For
MICHAEL E. PORTER Management Withheld Against
02 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. Management For For
03 APPROVAL OF THE COMPANY S 2005 STOCK INCENTIVE Management For For
PLAN.
04 STOCKHOLDER PROPOSAL REGARDING THE VOTE STANDARD Shareholder For Against
FOR DIRECTOR ELECTIONS.
TOTAL SA MIX MEETING DATE: 05/17/2005
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 4,000,000,000.00, BY WAY OF ISSUING WITH
THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
o.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FY
o.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.9 APPOINT LORD LEVENE OF PORTSOKEN KBE AS A DIRECTOR Management For *Management Position Unknown
FOR A PERIOD OF 3 YEARS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL
; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMMERCIAL CODE
AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL
NUMBER OF SHARES SHALL NOT EXCEED 1% OF THE REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES
* PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting *Management Position Unknown
AGREED BY THE BOARD OF DIRECTORS. THANK YOU.
E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Against *Management Position Unknown
AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL
CODE OR TO SOME CATEGORIES OF THEM AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *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 REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
o.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
o.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00
CARRY FORWARD ACCOUNT: EUR 1,369,741,063.00 A
DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY
THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV 2004
GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221443, DUE TO CHANGE ADDITIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 17
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
WESTAR ENERGY, INC. WR ANNUAL MEETING DATE: 05/17/2005
ISSUER: 95709T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MOLLIE H. CARTER Management For For
JERRY B. FARLEY Management For For
JAMES S. HAINES, JR. Management For For
ARTHUR B. KRAUSE Management For For
02 AMENDMENT TO ARTICLES OF INCORPORATION THAT CHANGES Management For For
THE NOTICE PERIOD FOR SUBMITTING SHAREHOLDER
PROPOSALS AND SHAREHOLDER NOMINEES
03 RATIFICATION AND CONFIRMATION OF DELOITTE & TOUCHE Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005
04 SHAREHOLDER PROPOSAL REGARDING THE PROCESS FOR Shareholder Against For
NOMINATION OF A DIRECTOR
BNP PARIBAS OGM MEETING DATE: 05/18/2005
ISSUER: F1058Q238 ISIN: FR0000131104 BLOCKING
SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For *Management Position Unknown
PROFITS FOR THE FY: EUR 3,281,771,448.69; PRIOR
RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL:
EUR 10,396,033,809.17; TO THE SPECIAL INVESTMENT
RESERVE: EUR 46,102,393.00; GLOBAL DIVIDEND:
EUR 1,770,438,404.00; CARRY FORWARD ACCOUNT:
EUR 8,579,493,012.17; THE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 2.00 PER SHARE THIS DIVIDEND
WILL BE PAID ON FROM 30 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 75.00, MAXIMUM NUMBER OF SHARES TO
BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES
COMPRISING THE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.6 RATIFY THE CO-OPTATION BY THE BOARD OF DIRECTOR Management For *Management Position Unknown
OF MR. JEAN-FRANCOIS LEPETIT WHO REPLACES MR.
JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER
OF THE LATTER S TERM OF OFFICE, UNTIL THE GENERAL
MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS FOR FY 2007 AND APPROVE
TO RENEW THE TERM OF OFFICE OF MR. JEAN-FRANCOIS
LEPETIT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
* PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 18
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YE 31 DEC 2004
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERHARD Management For *Management Position Unknown
CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management For *Management Position Unknown
GRAPPOTTE AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. HELENE Management For *Management Position Unknown
PLOIX AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BAUDOIN Management For *Management Position Unknown
PROT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.11 APPOINT MRS. LOYOLA DE PALACIO DEL VALLE-LERSUNDI Management For *Management Position Unknown
AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.12 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 780,000.00 Management For *Management Position Unknown
TO THE BOARD OF DIRECTORS
O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
E.14 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management For *Management Position Unknown
POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS,
TO OFFICERS AND EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR
TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management For *Management Position Unknown
DIRECTORS TO ALLOCATE, IN ONE OR IN MORE TRANSACTIONS,
EITHER FREE EXISTING SHARES PURCHASED BY THE
COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED
TO EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES
SHALL NOT EXCEED 1.5% OF THE COMPANY S REGISTERED
CAPITAL THE AUTHORITY EXPIRES AT THE END OF
38 MONTHS ; APPROVE TO DELEGATE ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES
HELD BY THE COMPANY IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; APPROVE TO DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.17 AMEND ARTICLE OF ASSOCIATION NUMBER 7 RELATING Management For *Management Position Unknown
TO THE NUMBER OF DIRECTORS ELECTED BY THE EMPLOYEES
O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
* VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting *Management Position Unknown
DURING WHICH THE SHARES ARE BLOCKED FROM BEING
TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING
DATE AND THAT ONCE THE SHARES ARE BLOCKED THE
CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE
IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING
REQUESTING THE SUB-CUSTODIANS TO UNBLOCK THE
SHARES. PLEASE MAKE SURE TO INCORPORATE THE
FOLLOWING COMMENT TO ALL OUTGOING FRENCH MEETINGS:
A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE
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.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774,
7168310
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management *Management Position Unknown
AND THE REPORT OF THE SUPERVISORY BOARD FOR THE
FY 2004
2. APPROVE THE PROFIT APPROPRIATION Management *Management Position Unknown
3. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management *Management Position Unknown
THE SUPERVISORY BOARD
4. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPOINT THE AUDITOR Management *Management Position Unknown
6. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
7. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management *Management Position Unknown
8. APPOINT THE SUPERVISORY BOARD Management *Management Position Unknown
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/18/2005
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310
VOTE GROUP: 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
223984 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.
* PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting *Management Position Unknown
ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 924,552,218.20 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.70 PER ENTITLED NO-PAR
SHARE; THE DIVIDEND ON COMPANY SHARES HELD BY
THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE 19 MAY 2005
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 DEUTSCHE TREUHAND GUSELLSCHAFT AG, Management For *Management Position Unknown
FRANKFURT AS THE AUDITORS FOR THE FY 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT A PRICES NOT DIFFERING MORE THAN 10%
FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE
31 OCT 2006; THE TRADING PORTFOLIO SHARES ACQUIRED
FOR SUCH PURPOSE SHALL NOT EXCEED 5% OF THE SHARE
CAPITAL OF THE END OF EACH DAY
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS CURRENT SHARE CAPITAL THROUGH
THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN
10% ABOVE NOR MORE THAN 20% BELOW, THE MARKET
PRICE OF THE SHARES OR BY WAY OF A REPURCHASE
OFFER AT PRICES NEITHER MORE THAN 10% BELOW NOR
MORE THAN 15% ABOVE, THE MARKET PRICE OF SHARES
ON OR BEFORE 31 OCT 2006; AND AUTHORIZE THE BOARD
OF DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER
OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING
INSOFAR AS THE SHARES ARE USED FOR ACQUISITION
PURPOSES; IF THE SHARES ARE OFFERED TO THE SHAREHOLDERS
BY WAY OF RIGHTS OFFERING, SHARES SHALL ALSO
BE OFFERED TO HOLDERS WARRANTS, CONVERTIBLE BONDS,
AND PARTICIPATION CERTIFICATES WITH CONVERSATION
RIGHTS; THE SHARES MAY ALSO BE USED FOR THE ISSUE
OF EMPLOYEE SHARES OR WITH IN THE SCOPE OF EXISTING
STOCK OPTION PLANS SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE OR RETIRED
8.1 ELECT DR. KARL-GERHARD EICK AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.2 ELECT PROF. DR. PAUL KIRCHHOF AS AN OFFICER FOR Management For *Management Position Unknown
THE SUPERVISORY BOARD
8.3 ELECT DR. JUR. DR.-ING. E.H. HEINRICH VON PIERER Management For *Management Position Unknown
AS AN OFFICER FOR THE SUPERVISORY BOARD
8.4 ELECT MR. DIETER BERG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
8.5 ELECT MR LUTZ WITTIG AS AN OFFICER FOR THE SUPERVISORY Management For *Management Position Unknown
BOARD
HOCHTIEF AG, ESSEN OGM MEETING DATE: 05/18/2005
ISSUER: D33134103 ISIN: DE0006070006 BLOCKING
SEDOL: 4429902, 5108664, B05P5C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE COMPANY S ANNUAL EARNINGS AND THE Management For *Management Position Unknown
CONSOLIDATED EARNINGS AS WELL AS THE REPORT OF
THE SUPERVISORY BOARD FOR THE BUSINESS YEAR 2004
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 52,500,000 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.75 PER NO-PAR SHARE THE
DIVIDEND ON COMPANY SHARES HELD BY THE COMPANY
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE
DATE: 19 MAY 2005
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. ELECT PWC DEUTSCHE REVISION AG WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management For *Management Position Unknown
FRANKFURT AM MAIN AND ESSEN AS THE AUDITORS FOR
THE YEAR 2005
6.1 ELECT DR. GERHARD CROMME AS AN OFFICER FOR THE Management For *Management Position Unknown
SUPERVISORY BOARD
6.2 ELECT PROF .DR. HERBERT HENZLER AS AN OFFICER Management For *Management Position Unknown
FOR THE SUPERVISORY BOARD
7. APPROVE THE REVOCATION OF THE CONTINGENT CAPITAL Management For *Management Position Unknown
AND AMEND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; AND GRANT AUTHORITY
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 3,584,000
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
8. AUTHORIZE THE COMPANY TO ACQUIRE AND DISPOSE Management For *Management Position Unknown
OF OWN SHARES TO ACQUIRE OWN SHARES OF UP TO
10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 17 NOV 2006; AND AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE O R
A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A
PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
USED FOR ACQUISITION PURPOSES OR FOR THE FULFILMENT
OF CONVERTIBLE AND/OR OPTION RIGHTS, FLOATED
ON FOREIGN STOCK EXCHANGES, OR OFFERED TO THE
COMPANY S OWN AND ITS AFFILIATES EMPLOYEES AND
ALSO RETIRE THE SHARES
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
DISPOSE OF OWN SHARES ALREADY BY THE COMPANY
TO USE THESE SHARES FOR THE FULFILMENT OF CONVERTIBLE
AND/OR OPTION RIGHTS RESULTING FROM THE BONDS
ISSUED BY THE COMPANY
10. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ISSUE CONVERTIBLE AND/OR WARRANT BONDS, THE CREATION
OF CONTINGENT CAPITAL, AND THE CORRESPONDING
AMENDMENT TO THE ARTICLE OF ASSOCIATION, WITH
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BEARER BONDS OF UP TO EUR 400,000,000, HAVING
A TERM OF UP TO 30 YEARS AND CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY,
ONCE OR MORE THAN ONCE ON OR BEFORE 17 MAY 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING
OF SUCH RIGHTS TO HOLDERS OF CONVERTIBLE AND/OR
OPTION RIGHTS AND FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE; THE COMPANY S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 38,400,000
THROUGH THE ISSUE OF UP TO 15,000,000 NEW BEARER
NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL
11. APPROVE THE CREATION OF AUTHORIZED CAPITAL AND Management For *Management Position Unknown
THE CORRESPONDING AMENDMENT TO THE ARTICLE OF
ASSOCIATION; AND AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO
EUR 53,760,000 THROUGH THE ISSUE OF NEW BEARER
NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR
KIND, ON OR BEFORE 17 MAY 2010 AUTHORIZED CAPITAL
; AND THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS EXCEPT FOR A CAPITAL 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, FOR THE
ISSUE OF SHARES AGAINST CONTRIBUTIONS IN KIND,
FOR RESIDUAL AMOUNTS, AND IN ORDER TO GRANT SUCH
RIGHTS TO HOLDERS OF OPTION AND/OR CONVERTIBLE
RIGHTS
JETBLUE AIRWAYS CORPORATION JBLU ANNUAL MEETING DATE: 05/18/2005
ISSUER: 477143 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL LAZARUS Management For For
DAVID NEELEMAN Management For For
FRANK SICA Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
METRO AG, DUESSELDORF OGM MEETING DATE: 05/18/2005
ISSUER: D53968125 ISIN: DE0007257503 BLOCKING
SEDOL: 5041413, 5106129, 5106130, 7159217, B02NST1
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 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT, AS WELL AS THE RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTION PROFIT
OF EUR 355,960,934.62 SHALL BE APPROPRIATED AS
FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.02 PER
ORDINARY SHARE AND EUR 1.122 PER PREFERRED SHARE
EUR 22,364,502.51 SHALL BE CARRIED FORWARD EX-DIVIDEND
AND THE PAYABLE DATE 19 MAY 2005
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4. ELECT THE AUDITOR FOR THE FISCAL YEAR 2005; IN Management For *Management Position Unknown
LIGHT OF THE INCREASING INTERNATIONAL EXPANSION
OF THE METRO GROUP, THE SUPERVISORY BOARD INTENDS
TO PROPOSE A CHANGE OF THE AUDITOR TO THE ANNUAL
GENERAL MEETING. IN PREPARATION FOR THIS CHANGE,
A JOINT AUDIT BY THE PROSPECTIVE AND THE CURRENT
AUDITOR SHALL BE CARRIED OUT FOR THE FISCAL YEAR
2005. THE SUPERVISORY BOARD THEREFORE PROPOSES
TO ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT,
BERLIN AND FRANKFURT/MAIN, AND FASSELT & PARTNER
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, DUISBURG, JOINTLY
AS AUDITORS FOR THE FISCAL YEAR 2005, WITH THE
REQUIREMENT TO JOINTLY AUDIT AND TO JOINTLY ISSUE
AUDIT CERTIFICATES, ALTHOUGH EACH AUDITOR MAY
CARRY OUT SOLE AUDITS AND ISSUE SOLE AUDIT CERTIFICATES
IN CASE THE OTHER AUDITOR SHOULD DROP OUT FOR
A REASON FOR WHICH THE COMPANY IS NOT RESPONSIBLE.
5. ELECT THE SUPERVISORY BOARD Management For *Management Position Unknown
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING
NEITHER MORE THAN 5% ; FROM THE MARKET PRICE
OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE
STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE
ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR
BEFORE 18 NOV 2006; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO FLOAT THE SHARES ON THE FOREIGN
STOCK EXCHANGE, TO USE THE SHARES IN CONNECTION
WITH THE MERGERS AND ACQUISITIONS, TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHARE HOLDERS IF
THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE IDENTICAL SHARES,
TO USE THE SHARES FOR THE FULFILLMENT OF OPTION
OR CONVENED RIGHTS, AND WITHIN THE SCOPE OF THE
COMPANY EXECUTION STOCK OPTION PLAN
7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND THE MODERNIZATION ON THE RIGHT TO SET ASIDE
RESOLUTIONS OF SHAREHOLDERS MEETINGS AS FOLLOWS:
SECTION 15(2), SHAREHOLDERS MEETING BEING PUBLISHED
IN THE ELECTRONIC FEDERAL GAZETTE NO LATER THAN
30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS
ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS
MEETING, SECTION 16(1)1 AND 16(2) SHAREHOLDERS
INTENDING TO ATTEND THE SHAREHOLDERS MEETING
BEING OBLIGED TO REGISTER 7 DAY PRIOR TO THE
SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE
THEIR VOTING RIGHTS SECTION 16(1)2 AND 16(1)3
DELETION SECTION 17(3) THE CHAIRMAN OF THE SHAREHOLDERS
MEETING MUST BEING AUTHORIZE TO LIMIT THE TIME
FOR QUESTION AND ANSWER AT SHAREHOLDERS MEETING
ENTITLED TO VOTE ARE THOSE SHAREHOLDERS WHOSE
SHARES ARE BLOCKED WITH US FROM 10 MAY 2005,
UNTIL THE CLOSING OF THE MEETING
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
* Non-Voting *Management Position Unknown
PLUG POWER INC. PLUG ANNUAL MEETING DATE: 05/18/2005
ISSUER: 72919P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RICHARD R. STEWART Management For For
LARRY G. GARBERDING Management For For
JOHN M. SHALIKASHVILI Management For For
WABTEC CORPORATION WAB ANNUAL MEETING DATE: 05/18/2005
ISSUER: 929740 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EMILIO A. FERNANDEZ Management For For
LEE B. FOSTER, II Management For For
JAMES V. NAPIER Management For For
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/19/2005
ISSUER: 12686C 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 2005.
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/19/2005
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: 0610700, 5659883, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 53 WEEKS Management For *Management Position Unknown
ENDED 02 JAN 2005 AND THE REPORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE FINAL DIVIDEND OF 8.70 PENCE PER Management For *Management Position Unknown
ORDINARY SHARE PAYABLE ON 27 MAY 2005 TO THE
ORDINARY SHAREHOLDERS REGISTERED AT THE CLOSE
OF BUSINESS ON 29 APR 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE REPORT AND ACCOUNTS
4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, , WHO RETIRES BY ROTATION
6. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
RELEVANT SECURITIES AS DEFINED SECTION 80 OF
THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE
NOMINAL AMOUNT OF GBP 85.68 MILLION; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
AS DEFINED IN SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 10 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, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS;
II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
12.98 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.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT
TO THE FOLLOWING CONDITIONS: I) THE MAXIMUM NUMBER
OF SUCH ORDINARY SHARES IN THE COMPANY HAS A
TOTAL NOMINAL VALUE OF GBP 25.96 MILLION; II)
THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF EACH SUCH ORDINARY
SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
WHICH MAY BE PAID FOR ANY SUCH ORDINARY SHARE
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; 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
CYMER, INC. CYMI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 232572 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
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 CYMER S 2005 EQUITY INCENTIVE PLAN Management For For
03 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM OF CYMER FOR
ITS FISCAL YEAR ENDING DECEMBER 31, 2005.
DIGITAL THEATER SYSTEMS, INC. DTSI ANNUAL MEETING DATE: 05/19/2005
ISSUER: 25389G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOERG AGIN Management For For
C. ANN BUSBY Management For For
02 TO RATIFY AND APPROVE PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
FISCAL YEAR 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED Management For For
CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY
S CORPORATE NAME FROM DIGITAL THEATER SYSTEMS,
INC. TO DTS, INC.
04 TO APPROVE THE DIGITAL THEATER SYSTEMS PERFORMANCE Management For For
INCENTIVE PLAN.
HASBRO, INC. HAS ANNUAL MEETING DATE: 05/19/2005
ISSUER: 418056 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BASIL L. ANDERSON Management For For
ALAN R. BATKIN Management For For
FRANK J. BIONDI, JR. Management For For
JOHN M. CONNORS, JR. Management For For
E. GORDON GEE Management For For
JACK M. GREENBERG Management For For
ALAN G. HASSENFELD Management For For
CLAUDINE B. MALONE Management For For
EDWARD M. PHILIP Management For For
ELI J. SEGAL Management For For
PAULA STERN Management For For
ALFRED J. VERRECCHIA Management For For
02 APPROVAL OF AMENDMENT TO THE 2003 STOCK INCENTIVE Management For For
PERFORMANCE PLAN.
03 RATIFICATION OF KPMG LLP AS THE COMPANY S INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
04 SHAREHOLDER PROPOSAL: HASBRO, INC.- GLOBAL HUMAN Shareholder Against For
RIGHTS STANDARDS.
INTERFACE, INC. IFSIA ANNUAL MEETING DATE: 05/19/2005
ISSUER: 458665 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management Withheld
DIANNE DILLON-RIDGLEY Management Withheld Against
JUNE M. HENTON Management Withheld Against
CHRISTOPHER G. KENNEDY Management Withheld Against
JAMES B. MILLER, JR. Management Withheld Against
THOMAS R. OLIVER Management Withheld Against
RADIOSHACK CORPORATION RSH ANNUAL MEETING DATE:
05/19/2005
ISSUER: 750438 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANK J. BELATTI Management For For
DAVID J. EDMONDSON Management For For
RONALD E. ELMQUIST Management For For
ROBERT S. FALCONE Management For For
DANIEL R. FEEHAN Management For For
RICHARD J. HERNANDEZ Management For For
ROBERT J. KAMERSCHEN Management For For
GARY M. KUSIN Management For For
H. EUGENE LOCKHART Management For For
JACK L. MESSMAN Management For For
WILLIAM G. MORTON, JR. Management For For
THOMAS G. PLASKETT Management For For
LEONARD H. ROBERTS Management For For
EDWINA D. WOODBURY Management For For
BWT AKTIENGESELLSCHAFT AGM MEETING DATE: 05/20/2005
ISSUER: A1141J105 ISIN: AT0000737705 BLOCKING
SEDOL: 4119054, 5619315, B05P485
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE: THE ANNUAL REPORT 2005; THE REPORTING Management For *Management Position Unknown
OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
2. APPROVE THE ALLOCATION OF THE NET INCOME Management For *Management Position Unknown
3. APPROVE THE ACTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE SUPERVISORY BOARD FOR THE FY 2004
4. ELECT THE AUDITORS FOR THE FY 2005 Management For *Management Position Unknown
5. GRANT AUTHORITY TO THE MANAGEMENT BOARD TO REPURCHASE Management For *Management Position Unknown
OF CONFISCATE OWN STOCKUP TO 10% OF THE INITIAL
CAPITAL FOR A DURATION OF 18 MONTHS
COMMERZBANK AG, FRANKFURT OGM MEETING DATE: 05/20/2005
ISSUER: D15642107 ISIN: DE0008032004 BLOCKING
SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 4325538, 5135048, 5700037, 6223641,
7158418, B033823
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown
REPORT FOR THE 2004 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 149,646,732.25 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.25 PER NO-PAR SHARE EX-DIV.
AND PAYABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management For *Management Position Unknown
AS THE AUDITORS FOR THE FY 2005 THE AUDITORS
FOR THE YEAR 2005
6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management For *Management Position Unknown
SHARES, AT PRICE 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 DATE; THIS REPLACES THE AUTHORIZATION
GIVEN ON 12 MAY 2004 AND SHALL BE VALID UNTIL
31 OCT 2006
7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
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 RIGHT OFFERING
IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW
THEIR MARKET PRICE, OR IF THEY ARE USED FOR ACQUISITION
PURPOSE OR AS EMPLOYEE SHARES; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES;
THIS REPLACES THE AUTHORIZATION GIVEN ON 12 MAY
2004, AND SHALL BE VALID UNTIL 31 OCT 2006
8. AUTHORIZE THE BOARD TO ISSUE BONDS AND /OR PROFIT-SHARING Management For *Management Position Unknown
CERTIFICATES; THIS AUTHORIZATION COMPLEMENTS
THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS
MEETING OF 30 MAY 2003, TO ISSUE BONDS AND/OR
PROFIT-SHARING CERTIFICATES OF UP TO EUR 2,000,000,000
AND CREATE A CONTINGENT CAPITAL OF UP TO EUR
403,000,000; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS TO ISSUE BONDS AND/OR PROFIT-SHARING
CERTIFICATES OF UP TO EUR 1,500,000,000, POSSIBLY
CONFERRING CONVERTIBLE OR OPTION RIGHTS, AND
IF THE SECURITIES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE OR AGAINST
PAYMENT IN KIND
9. AMEND SECTION 17 TO THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
IN CONNECTION WITH THE NEW GERMAN LAW ON CORPORATE
INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET
ASIDE RESOLUTIONS OF THE SHAREHOLDERS
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
HYPO REAL ESTATE HOLDING AG, MUENCHEN OGM MEETING DATE: 05/20/2005
ISSUER: D3449E108 ISIN: DE0008027707 BLOCKING
SEDOL: 7681248, 7696866
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 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 54,435,322.58 AS FOLLOWS: PAYMENT
OF DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE
PREFERRED SHARES FOR THE 2002 FY; PAYMENT OF
DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE PREFERRED
SHARES FOR THE 2003 FY; PAYMENT OF ADVANCE DIVIDENDS
OF EUR 232,857.60 FOR THE PREFERRED SHARES FOR
THE 2004 FY; PAYMENT OF A DIVIDEND OF EUR 0.35
PER PREFERRED SHARE PAYMENT OF A DIVIDEND OF
EUR 0.35 PER ORDINARY SHARE EUR 6,811,488.53
SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAY
ABLE DATE: 23 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES THE Management For *Management Position Unknown
COMPANY OF UP TO 10% OF THE SHARE CAPITAL, AT
PRICES DEVIATING NEITHER MORE THAN 10% FROM THE
MARKET PRICE OF THE SHARES IF THE SHARES ARE
ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE
THAN 20%; IF THE SHARES ARE ACQUIRED BY WAY OF
A REPURCHASE OFFER, ON OR BEFORE 20 NOV 2006;
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EX-CHANGE 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 FOR THE FULFILLMENT OF OPTION AND
CONVERTIBLE RIGHTS AND TO RETIRE THE SHARES
6. APPROVE TO CONVERT PREFERENCE SHARES INTO ORDINARY Management For *Management Position Unknown
SHARES THROUGH THE REVOCATION OF THE PREFERENCE
RIGHT; THE 3,638,400 NON-VOTING PREFERENCE SHARES
OF THE COMPANY, HELD BY THE BAYERISCHE LAND ESSTIFTUNG,
SHALL BE CONVERTED INTO THE SAME NUMBER OF VOTING
ORDINARY SHARES AGAINST PAYMENT OF A CONVERSION
PREMIUM OF EUR 2.50 PER PREFERRED SHARE; THE
CONVERSION PREMIUM IS TO BE PAID BY THE BAYERISCHE
LAND ESSTIFTUNG; AND AMEND THE ARTICLES OF ASSOCIATION
7. APPROVE THE SEPARATE RESOLUTION OF THE ORDINARY Management For *Management Position Unknown
SHAREHOLDERS ON THE CONVERSION OF NON-VOTING
PREFERRED SHARES INTO VOTING ORDINARY SHARES
AS PER ITEM 6
8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown
OF THE OBJECT OF THE COMPANY BEING ADJUSTED TO
CORRESPOND TO THE NEW PROVISIONS OF THE GERMAN
PFANDBRIEF ACT
9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION
OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLDERS
MEETINGS: SECTION 13(2), SECTION 14, SECTION
16(2)
10. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management For *Management Position Unknown
BERLIN AND FRANKFURT AS THE AUDITORS FOR THE
2005 FY
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/20/2005
ISSUER: 887317 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
JESSICA P. EINHORN 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
DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shareholder Against For
SYNOPSYS, INC. SNPS ANNUAL MEETING DATE: 05/23/2005
ISSUER: 871607 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
AART J. DE GEUS Management For For
CHI-FOON CHAN Management For For
BRUCE R. CHIZEN Management For For
DEBORAH A. COLEMAN Management For For
A. RICHARD NEWTON Management For For
SASSON SOMEKH Management For For
ROY VALLEE Management For For
STEVEN C. WALSKE Management For For
02 TO APPROVE A 2005 NON-EMPLOYEE DIRECTORS EQUITY Management For For
INCENTIVE PLAN AND THE RESERVATION OF 300,000
SHARES OF OUR COMMON STOCK FOR ISSUANCE THEREUNDER.
03 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THE PLANS BY 4,000,000 SHARES.
04 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL COMPONENT
WE REFER TO AS OUR INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN) TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK PURCHASABLE IN TOTAL BY ALL PARTICIPANTS
ON ANY ONE SEMI ANNUAL PURCHASE DATE FROM 1,000,000
SHARES TO 2,000,000 SHARES.
05 TO APPROVE A PROPOSED EXCHANGE OF OUTSTANDING Management Against Against
STOCK OPTIONS ISSUED UNDER OUR STOCK OPTION PLANS
HAVING AN EXERCISE PRICE EQUAL TO OR GREATER
THAN $25.00 PER SHARE, FOR A REDUCED NUMBER OF
NEW OPTIONS WITH NEW VESTING REQUIREMENTS AND
AN EXERCISE PRICE SET AT THE CURRENT MARKET PRICE
ON DATE OF GRANT, SUCH NEW OPTIONS TO BE GRANTED
AFTER THE EXPIRATION OF THE TENDER OFFER.
06 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE Management For For
OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER
31, 2005.
ACME COMMUNICATIONS, INC. ACME ANNUAL MEETING DATE: 05/24/2005
ISSUER: 004631 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
JOHN CONLIN 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, 2005.
ADVANCED NEUROMODULATION SYSTEMS, IN ANSI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 00757T ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HUGH M. MORRISON Management For For
ROBERT C. EBERHART, PHD Management For For
MICHAEL J. TORMA, M.D. Management For For
RICHARD D. NIKOLAEV Management For For
CHRISTOPHER G. CHAVEZ Management For For
JOSEPH E. LAPTEWICZ Management For For
J. PHILIP MCCORMICK Management For For
02 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2005 FISCAL YEAR.
03 APPROVAL OF AMENDMENT TO THE ADVANCED NEUROMODULATION Management Against Against
SYSTEMS, INC. 2004 STOCK INCENTIVE PLAN.
CALLAWAY GOLF COMPANY ELY ANNUAL MEETING DATE: 05/24/2005
ISSUER: 131193 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM C. BAKER Management For For
SAMUEL H. ARMACOST Management For For
RONALD S. BEARD Management For For
JOHN C. CUSHMAN, III Management For For
YOTARO KOBAYASHI Management For For
RICHARD L. ROSENFIELD Management For For
ANTHONY S. THORNLEY Management For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS THE Management For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
KARSTADT QUELLE AG, ESSEN AGM MEETING DATE: 05/24/2005
ISSUER: D38435109 ISIN: DE0006275001 BLOCKING
SEDOL: 4484105, 5786565
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 2004 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 BDO DEUTSCHE WARENTREUHAND AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITOR FOR THE FY 2005
5. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION
15(3) REGARDING THE SHAREHOLDERS MEETING BEING
CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY
BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER
TO ATTEND THE SHAREHOLDERS MEETING; SECTION
16 REGARDING SHAREHOLDERS INTENDING TO ATTEND
THE SHAREHOLDERS MEETING AND TO PROVIDE A PROOF
IN GERMAN OR ENGLISH OR THEIR ENTITLEMENT TO
ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
* PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting *Management Position Unknown
IN ENGLISH AND GERMAN.
NRG ENERGY, INC. NRG ANNUAL MEETING DATE: 05/24/2005
ISSUER: 629377 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAWRENCE S. COBEN Management For For
HERBERT H. TATE Management For For
WALTER R. YOUNG Management For For
02 AMENDMENT TO ARTICLE SEVEN OF THE AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION
03 AMENDMENT DELETING ARTICLE SIXTEEN OF THE AMENDED Management For For
AND RESTATED CERTIFICATE OF INCORPORATION
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
OMNICELL, INC. OMCL ANNUAL MEETING DATE: 05/24/2005
ISSUER: 68213N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARY E. FOLEY Management For For
RANDY D. LINDHOLM Management Withheld Against
SARA J. WHITE Management For For
WILLIAM H. YOUNGER, JR. Management Withheld Against
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 2005.
TRIAD HOSPITALS, INC. TRI ANNUAL MEETING DATE: 05/24/2005
ISSUER: 89579K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL J. PARSONS Management For For
THOMAS G. LOEFFLER, ESQ Management For For
UWE E. REINHARDT, PH.D. Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS TRIAD S Management For For
REGISTERED INDEPENDENT ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. 1999 LONG-TERM INCENTIVE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 19,000,000
TO 20,500,000.
04 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Management For For
TRIAD HOSPITALS, INC. MANAGEMENT STOCK PURCHASE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 260,000
TO 520,000.
CHIRON CORPORATION CHIR ANNUAL MEETING DATE: 05/25/2005
ISSUER: 170040 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LEWIS W. COLEMAN Management For For
J. RICHARD FREDERICKS Management For For
PAUL L. HERRLING Management For For
HOWARD H. PIEN Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR CHIRON
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
DEUTSCHE LUFTHANSA AG, KOELN OGM MEETING DATE: 05/25/2005
ISSUER: D1908N106 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 2004 FY WITH THE REPORT OF THE
SUPERVISORY BOARD THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 137,376,000 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 0.30 PER REG. NO-PAR SHARE
EX-DIVIDEND AND PAYABLE DATE 26 MAY 2005
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. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL GIVEN BY THE SHAREHOLDERS MEETING
OF 19 JUN 2002 OF THE UNUSED PORTION; AUTHORIZE
THE BOARD OF MANAGING DIRECTORS WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 200,000,000 THROUGH
THE ISSUE OF NEW REG. NO-PAR SHARE AGAINST CONTRIBUTION
IN CASH OR KIND, ON OR BEFORE 24 MAY 2010 SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR A CAPITAL
INCREASE AGAINST CONTRIBUTIONS IN KIND IN CONNECTION
WITH MERGERS AND ACQUISITIONS, FOR RESIDUAL AMOUNTS,
AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS
IN CASH NOT EXCEEDING 10 PCT OF THE SHARE CAPITAL
IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF THE SHARES; AND AMEND
THE ARTICLES OF ASSOCIATION
7. APPOINT PWC DEUTSCHE REVISION AG, DUSSELDORF Management For *Management Position Unknown
AS THE AUDITORS OF THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown
UP TO 10 PCT OF THE SHARE CAPITAL, AT A PRICE
NOT DIFFERING MORE THAN 10 PCT FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 24 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL 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
* 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.
EXPRESS SCRIPTS, INC. ESRX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 302182 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY G. BENANAV Management For For
FRANK J. BORELLI Management For For
MAURA C. BREEN Management For For
NICHOLAS J. LAHOWCHIC Management For For
THOMAS P. MACMAHON Management For For
JOHN O. PARKER, JR. Management For For
GEORGE PAZ Management For For
SAMUEL K. SKINNER Management For For
SEYMOUR STERNBERG Management For For
BARRETT A. TOAN Management For For
HOWARD L. WALTMAN Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR 2005.
FOOT LOCKER, INC. FL ANNUAL MEETING DATE: 05/25/2005
ISSUER: 344849 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PURDY CRAWFORD* Management Withheld Against
NICHOLAS DIPAOLO* Management For For
PHILIP H. GEIER JR.* Management For For
ALAN D. FELDMAN** Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. Management For For
GLAXOSMITHKLINE PLC GSK ANNUAL MEETING DATE: 05/25/2005
ISSUER: 37733W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O2 REMUNERATION REPORT Management For For
O4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR Management For For
O6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A DIRECTOR Management For For
O7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For For
O8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR Management For For
O9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR Management For For
O10 RE-APPOINTMENT OF AUDITORS Management For For
O11 REMUNERATION OF AUDITORS Management For For
S12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Management For For
EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL
EXPENDITURE
S13 DISAPPLICATION OF PRE-EMPTION RIGHTS* Management For For
S14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN Management For For
SHARES*
S15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF Management For For
ASSOCIATION*
S16 DELETION OF ARTICLE 154.2 OF ARTICLES OF ASSOCIATION* Management For For
S17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF ASSOCIATION* Management For For
O5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR Management For For
O1 DIRECTORS REPORT AND FINANCIAL STATEMENTS Management For For
O3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Management For For
GLAXOSMITHKLINE PLC AGM MEETING DATE: 05/25/2005
ISSUER: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
LLP AS A AUDITORS TO THE COMPANY TO HOLD OFFICE
FROM THE CONCLUSION OF THE MEETING TO THE CONCLUSION
OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown
OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24
NOV 2006
S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES SECTION 94
OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 20 PASSED AT THE AGM
HELD ON 21 MAY 2001, 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 AS DEFINED IN ARTICLE 12.5 OF THE COMPANY
S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER
OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON
24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE
OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 603158 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAULA H.J. CHOLMONDELEY Management For For
DUANE R. DUNHAM Management For For
STEVEN J. GOLUB Management For For
JEAN-PAUL VALLES Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
NEUROCRINE BIOSCIENCES, INC. NBIX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 64125C ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GARY A. LYONS Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE COMPANY S REGISTERED INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
03 TO APPROVE AN AMENDMENT TO THE COMPANY S 2003 Management For For
INCENTIVE STOCK PLAN INCREASING THE NUMBER OF
SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
FROM 2,300,000 TO 3,300,000 SHARES.
POLYCOM, INC. PLCM ANNUAL MEETING DATE: 05/25/2005
ISSUER: 73172K ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ROBERT C. HAGERTY Management For For
MICHAEL R. KOUREY Management For For
BETSY S. ATKINS Management For For
JOHN SEELY BROWN Management For For
DURK I. JAGER Management For For
JOHN A. KELLEY Management For For
STANLEY J. MERESMAN Management For For
KEVIN T. PARKER Management For For
THOMAS G. STEMBERG Management For For
02 TO APPROVE THE ADOPTION OF THE COMPANY S 2005 Management For For
EMPLOYEE STOCK PURCHASE PLAN.
03 TO APPROVE THE ADOPTION OF THE COMPANY S PERFORMANCE Management For For
BONUS PLAN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2005
ISSUER: 784117 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SARAH W. BLUMENSTEIN Management For For
KATHRYN M. MCCARTHY Management For For
HENRY H. PORTER, JR. Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS SEI INVESTMENTS COMPANY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
CONCEPTUS, INC. CPTS ANNUAL MEETING DATE: 05/26/2005
ISSUER: 206016 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MICHAEL A. BAKER Management For For
M.-HELENE PLAIS-COTREL Management For For
PETER L. WILSON Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
ENI SPA, ROMA OGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
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 27
MAY 2005. 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 FINANCIAL STATEMENT AT 31 DEC 2004; Management *Management Position Unknown
THE REPORT OF THE DIRECTORS, AUDITORS AND THE
INDEPENDENT AUDITORS
2. APPROVE THE ALLOCATION OF PROFITS Management *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management *Management Position Unknown
4. APPROVE THE ASSIGNMENT OF OWN SHARES TO STOCK Management *Management Position Unknown
OPTION PLAN
5. APPOINT THE NUMBER OF MEMBERS OF THE BOARD OF Management *Management Position Unknown
AUDITORS
6. APPOINT THE DIRECTORS AND APPROVE TO ESTABLISH Management *Management Position Unknown
THE DURATION OF THEIR ASSIGNMENT
7. APPOINT THE BOARD OF DIRECTORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
8. APPOINT THE BOARD OF AUDITORS AND THE CHAIRMAN Management *Management Position Unknown
AND APPROVE THEIR EMOLUMENTS
ENI SPA, ROMA AGM MEETING DATE: 05/26/2005
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: 7145056, 7146059, B020CR8, B07LWK9
VOTE GROUP: 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
ID: 213014 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM THERE WILL BE A SECOND CALL ON 27
MAY 2005. 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 FINANCIAL STATEMENT AS OF 31 DEC Management For *Management Position Unknown
2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL STATEMENT
AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE
EXTERNAL AUDITORS
2. APPROVE THE ALLOCATION OF EARNINGS Management For *Management Position Unknown
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management For *Management Position Unknown
4. APPROVE THE DISPOSAL OF OWN SHARES IN SERVICE Management For *Management Position Unknown
OF A STOCK OPTION PLAN TO THE MANAGERS OF THE
GROUP
5. APPROVE THE NUMBER OF THE MEMBERS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
6. APPROVE TO ESTABLISH THE DURATION OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS
8. APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. APPOINT MR. ALBERTO CLO, MR. RENZO COSTI AND Management For *Management Position Unknown
MR. MARCO REBOA PRESENTED BY FINECO ASSET MANAGEMENT
SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA,
BNL GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR
SPA, ERSEL ASSET MANAGEMENT SGR SPA, RAS ASSET
MANAGEMENT SGR SPA, HERMES ADMINISTRATION SERVICES
LIMITED, MEDIOLANUM INTERNATIONAL FUNDS LIMITED,
MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE PASCHI
ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT MANAGEMENT
SGR SPA, PIONEER ASSET MANAGEMENT SA, PIONEER
INVESTMENT MANAGEMENT SGR SPA, ALETTI GESTIELLE
SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT SGR SPA,
HOLDING MORE THAN 1% OF STOCK CAPITAL AND APPOINT
MR.ROBERTO POLI CHAIRMAN , MR. DARIO FRUSCIO,
MR. MARCO PINTO, MARIO RESCA, MR. PAOLO SCARONI,
MR. PIERLUIGI SCIBETTA PRESENTED BY MINISTRY
OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS
A DIRECTORS
9. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF DIRECTORS
10. APPOINT MR. GIORGIO SILVA, MR. RICCARDO PEROTTA Management For *Management Position Unknown
AND MR. MASSIMO GENTILE ALTERNATIVE AUDITOR
PRESENTED BY CANDIDATES PRESENTED BY FINECO
ASSET MANAGEMENT SPA SGR, ARCA SGR SPA, AUREO
GESTIONI SGR SPA, BNL GESTIONI SGR SPA, DWS INVESTMENTS
ITALY SGR SPA, ERSEL ASSET MANAGEMENT SGR SPA,
RAS ASSET MANAGEMENT SGR SPA, HERMES ADMINISTRATION
SERVICES LIMITED, MEDIOLANUM INTERNATIONAL FUNDS
LIMITED, MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE
PASCHI ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT
MANAGEMENT SGR SPA, PIONEER ASSET MANAGEMENT
SA, PIONEER INVESTMENT MANAGEMENT SGR SPA, ALETTI
GESTIELLE SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT
SGR SPA, HOLDING MORE THAN 1% OF STOCK CAPITAL
AND APPOINT MR. PAOLO COLOMBO CHAIRMAN , MR.
FILIPPO DUODO, MR. EDOARDO GRISOLIA AND MR. FRANCESCO
BILOTTI ALTERNATIVE AUDITOR PRESENTED BY THE
MINISTRY OF FINANCE, HOLDING 20,31% OF STOCK
CAPITAL AS THE INTERNAL AUDITORS
11. APPOINT THE CHAIRMAN OF BOARD OF AUDITORS Management For *Management Position Unknown
12. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown
OF AUDITORS AND THE STATUTORY AUDITORS
HCA INC. HCA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 404119 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
C. MICHAEL ARMSTRONG Management For For
M.H. AVERHOFF, M.D. Management For For
JACK O. BOVENDER, JR. Management For For
RICHARD M. BRACKEN Management For For
MARTIN FELDSTEIN Management For For
T.F. FRIST, JR., M.D. Management For For
FREDERICK W. GLUCK Management For For
GLENDA A. HATCHETT Management For For
C.O. HOLLIDAY, JR. Management For For
T. MICHAEL LONG Management For For
JOHN H. MCARTHUR Management For For
KENT C. NELSON Management For For
FRANK S. ROYAL, M.D. Management For For
HAROLD T. SHAPIRO Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT Management For For
AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA 2005 EQUITY INCENTIVE PLAN. Management Against Against
INFORMATICA CORPORATION INFA ANNUAL MEETING DATE: 05/26/2005
ISSUER: 45666Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
A. BROOKE SEAWELL Management For For
MARK A. BERTELSEN Management Withheld Against
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF INFORMATICA CORPORATION FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHANGRI-LA ASIA LTD AGM MEETING DATE: 05/26/2005
ISSUER: G8063F106 ISIN: BMG8063F1068
SEDOL: 5797879, 6175463, 6771032, B01XWP6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE AUDITED ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITORS FOR THE YE
31 DEC 2004
2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For *Management Position Unknown
3.i RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For *Management Position Unknown
3.ii RE-ELECT MR. LEE YONG SUN AS A DIRECTOR Management For *Management Position Unknown
3.iii RE-ELECT MR. TOW HENG TAN AS A DIRECTOR Management For *Management Position Unknown
3.iv RE-ELECT MR. YE LONGFEI AS A DIRECTOR Management For *Management Position Unknown
4. APPROVE TO FIX THE DIRECTORS FEES INCLUDING Management For *Management Position Unknown
THE FEES PAYABLE TO THE MEMBERS OF THE AUDIT
AND REMUNERATION COMMITTEES
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For *Management Position Unknown
THE AUDITORS AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO FIX THEIR REMUNERATION
6.A AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management Against *Management Position Unknown
OR AFTER THE END OF THE RELEVANT PERIOD TO MAKE
OR GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH
WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWERS;
THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL
ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY
TO BE ALLOTTED WHETHER PURSUANT TO AN OPTION
OR OTHERWISE BY THE DIRECTORS OF THE COMPANY
PURSUANT TO THE APPROVAL AS SPECIFIED, OTHERWISE
THAN PURSUANT TO: I) A RIGHTS ISSUE AS SPECIFIED
, II) THE EXERCISE OF ANY OPTION UNDER ANY SHARE
OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE
GRANT OR ISSUE TO OPTION HOLDERS OF SHARES IN
THE COMPANY, III) ANY SCRIP DIVIDEND SCHEME OR
SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT
OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND
ON SHARES OF THE COMPANY IN ACCORDANCE WITH THE
BYE-LAWS OF THE COMPANY, IV) THE 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, SHALL NOT EXCEED 20% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE SAID APPROVAL SHALL BE LIMITED
ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF
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 REQUIRED
BY THE BYE-LAWS OF THE COMPANY OR ANY APPLICABLE
LAWS OF BERMUDA TO BE HELD
6.B AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For *Management Position Unknown
THE RELEVANT PERIOD AS SPECIFIED OF ALL POWERS
OF THE COMPANY TO REPURCHASE ITS OWN SHARES ON
THE STOCK EXCHANGE OF HONG KONG LIMITED THE
HKSE OR ON ANY OTHER STOCK EXCHANGE ON WHICH
THE SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED
BY THE SECURITIES AND FUTURES COMMISSION OF HONG
KONG AND THE 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
OR ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME AS THE CASE MAY BE ; THE AGGREGATE NOMINAL
AMOUNT OF SHARES OF THE COMPANY REPURCHASED BY
THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
RESOLUTION AND THE AUTHORITY PURSUANT TO PARAGRAPH
(A) ABOVE SHALL BE LIMITED ACCORDINGLY; 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 REQUIRED BY THE BYE-LAWS OF THE COMPANY OR
ANY APPLICABLE LAWS OF BERMUDA TO BE HELD
6.C AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For *Management Position Unknown
UPON THE PASSING OF RESOLUTION NO. 6.B, AND FOR
THE TIME BEING IN FORCE TO EXERCISE THE POWERS
OF THE COMPANY, TO ALLOT SHARES BE AND IS HEREBY
EXTENDED BY THE ADDITION TO THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL WHICH MAY BE ALLOTTED
OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO
BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURSUANT
TO SUCH GENERAL MANDATE OF 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 SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE
OF THE PASSING OF THIS RESOLUTION
S.7 AMEND THE BYE-LAWS OF THE COMPANY ADOPTED ON Management For *Management Position Unknown
25 MAY 1993 AND AMENDED UP TO 25 MAY 2004 AS
FOLLOWS: A) BY ADDING THE SPECIFIED NEW BYE-LAW
70A IMMEDIATELY AFTER BYE-LAW 70; B) BY DELETING
THE EXISTING BYE-LAW 99 AND REPLACING IT WITH
THE SPECIFIED ONE; C) BY ADDING THE SPECIFIED
PARAGRAPH IMMEDIATELY AFTER THE BYE-LAW 100(III)
AND RE-NUMBERING THE BYE-LAW 100(IV) AS BYE-LAW
100(V); D) BY DELETING THE EXISTING BYE-LAW 182
(II) AND ITS SIDE-NOTE IN THEIR ENTIRETY AND
REPLACING THEM WITH THE SPECIFIED ONE
FLAGSTAR BANCORP, INC. FBC ANNUAL MEETING DATE: 05/27/2005
ISSUER: 337930 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK T. HAMMOND Management Withheld Against
RICHARD S. ELSEA Management Withheld Against
MICHAEL W. CARRIE Management Withheld Against
JAMES D. COLEMAN Management For For
ROBERT O. RONDEAU, JR. Management Withheld Against
02 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF AUTHORIZED
SHARES COMMON STOCK FROM 80 MILLION SHARES TO
150 MILLION SHARES, AND AUTHORIZED SHARES OF
PREFERRED STOCK, FROM 10 MILLION SHARES TO 25
MILLION SHARES.
03 TO AMEND THE RESTATED ARTICLES OF INCORPORATION Management For For
TO ALLOW AN INCREASE IN THE NUMBER OF DIRECTORS
FROM 11 TO 15.
04 TO AMEND THE OPTION PLAN TO ALLOW AN INCREASE Management Against Against
IN THE NUMBER OF ALLOCATED SHARES.
05 TO SET THE MAXIMUM NUMBER OF INCENTIVE OPTION Management For For
SHARES AVAILABLE FOR ISSUANCE UNDER THE OPTION
PLAN.
06 TO AMEND THE STOCK INCENTIVE PLAN TO ALLOW AN Management Against Against
INCREASE IN THE NUMBER OF ALLOCATED SHARES.
07 TO RATIFY THE INCENTIVE COMPENSATION PLAN. Management For For
SANOFI-AVENTIS SNY ANNUAL MEETING DATE: 05/31/2005
ISSUER: 80105N ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
17 POWERS FOR THE ACCOMPLISHMENT OF FORMALITIES Management For For
12 TO INCREASE THE NUMBER OF SHARES TO BE ISSUED Management Against Against
IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT
PREEMPTIVE RIGHTS
14 DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY Management Against Against
TO GRANT OPTIONS TO SUBSCRIBE FOR OR PURCHASE
SHARES
16 DELEGATION TO THE BOARD OF DIRECTORS OF POWERS Management For For
TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF
TREASURY SHARES
02 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
04 APPROVAL OF TRANSACTIONS COVERED BY THE STATUTORY Management For For
AUDITORS SPECIAL REPORT
06 REAPPOINTMENT OF A DEPUTY STATUTORY AUDITOR Management For For
08 TERMINATION OF THE AUTHORITY TO ISSUE BONDS Management For For
10 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management Against Against
ISSUANCE, WITHOUT PREEMPTIVE RIGHTS
01 APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS Management For For
03 APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND Management For For
05 REAPPOINTMENT OF A STATUTORY AUDITOR Management For For
07 AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY Management For For
OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY
09 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED
11 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS
OR OTHER ITEMS
13 TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY Management For For
ISSUANCE OF SHARES RESERVED FOR EMPLOYEES WITH
WAIVER OF PREEMPTIVE RIGHTS
15 DELEGATION TO THE BOARD TO ALLOT EXISTING OR Management Against Against
NEW SHARES FREE OF CHARGE TO ALL OR SOME SALARIED
EMPLOYEES OF THE GROUP
SANOFI-AVENTIS OGM MEETING DATE: 05/31/2005
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O.8 APPROVE TO END TO THE DELEGATION GRANTED TO THE Management For *Management Position Unknown
BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6
AND GIVEN BY THE GENERAL MEETING OF 13 JUN 2004,
IN ORDER TO ISSUE BONDS
O.9 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY
A MAXIMUM NOMINAL AMOUNT OF EUR 1,400,000,000.00,
BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED THE PREFERENTIAL
SHARE EXCLUDED , SHARES OR ANY SECURITIES GIVING
RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO A
DEBT SECURITY; THE NOMINAL MAXIMUM AMOUNT OF
THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED
BY THE RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF
THE PRESENT MEETING IS SET AT EUR 1,600,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management Against *Management Position Unknown
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
THE PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY
SECURITIES GIVING RIGHT TO THE CAPITAL OR GIVING
THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES;
THE AMOUNT SHALL COUNT AGAINST THE VALUE OF THE
OVERALL CEILING SET FORTH IN RESOLUTION OF THE
PRESENT MEETING AND THOSE GRANTED BY THE RESOLUTIONS
; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS
; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITY, TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF CAPITALIZING
PREMIUMS, RESERVES, PROFITS, PREMIUMS OR ANY
OTHER MEANS PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF PAR VALUE OF EXISTING SHARES,
OR BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.12 APPROVE THAT THE BOARD OF DIRECTORS MAY DECIDE Management Against *Management Position Unknown
TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME
PRICE THAN THE ONE OF THE INITIAL ISSUE WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE ; THE NOMINAL
AMOUNT OF THE CAPITAL INCREASED AGAINST THE OVERALL
VALUE SET FORTH IN THE RESOLUTION NUMBER 9 OF
THE PRESENT MEETING; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR
OF THE MEMBERS OF ONE OR MORE OF THE COMPANY
SAVINGS PLANS OF THE GROUP SANOFI-AVENTIS AND
AN AMOUNT WHICH SHALL NOT EXCEED 2% OF THE SHARE
CAPITAL; THE NOMINAL MAXIMUM AMOUNT WHICH COULD
BE REALIZED ACCORDING TO THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD 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, IN SUBSTITUTION Management Against *Management Position Unknown
OF AL AND ANY EARLIER AUTHORITIES, TO GRANT,
IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE
ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO
PURCHASE EXISTING SHARES REPURCHASED BY THE COMPANY,
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS
TO A TOTAL NUMBER OF SHARES WHICH SHALL NOT EXCEED
2.5 OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO
SUBSCRIBE FOR SHARES, IN ACCORDANCE WITH THE
PRESENT DELEGATION, SHALL COUNT AGAINST THE CEILING
SET FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, TO PROCEED Management Against *Management Position Unknown
WITH THE ALLOCATIONS FREE OF CHARGE OF THE COMPANY
S EXISTING SHARES OR TO BE ISSUED THE PREFERENTIAL
SHARES BEING EXCLUDED , IN FAVOR OF BENEFICIARIES
TO BE CHOSEN FROM THE EMPLOYEES AND THE OFFICERS
OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES WHICH WOULD BE REALIZED IN
ACCORDANCE WITH THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION
NUMBER 9 OF THE PRESENT MEETING; 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
O.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
OF ALL AND ANY EARLIER AUTHORITIES, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE COMPANY S
SELF DETAINED SHARES, IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
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
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
AUDIT AS THE STATUTORY AUDITORS FOR A PERIOD
OF 6 YEARS
O.3 APPROVE THE TRANSFER OF THE AMOUNT OF EUR 200,000,000.00, Management For *Management Position Unknown
PURSUANT TO THE ARTICLE 39 OF THE AMENDED FINANCE
LAW, POSTED TO THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79
AN EXTRAORDINARY TAX ON THE SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS BEING TAKEN IN TO
ACCOUNT (EUR 4,987,500.00) ; DISTRIBUTABLE PROFITS
: EUR 3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR 1,693,685,180.40,
CARRIED FORWARD ACCOUNT : EUR 1,318,895,125.38;
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown
ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management For *Management Position Unknown
COLL AS PRICEWATERHOUSECOOPERS AUDIT S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown
FOR ANY EARLIER AUTHORITY, TO TRADE THE COMPANY
S SHARES ON THE STOCK EXCHANGE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL
NOT EXCEED EUR 12,702,638,858.00 AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
* PLEASE NOTE THAT THE MEETING HELD ON 18 MAY 2005 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 31
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE AUDITORS AND APPROVE
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE
MEETING
GAMESA CORPORACION TECNOLOGICA SA OGM MEETING DATE: 06/01/2005
ISSUER: E54667113 ISIN: ES0143416115
SEDOL: B01CP21, B01D7H3, B01QLN6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For *Management Position Unknown
PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS;
THE MANAGEMENT REPORT OF GAMESA CORPORACION TECHNOLOGICAL,
SOCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP,
FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF
DIRECTORS, RESOLUTIONS CONCERNING APPLICATION
OF PROFITS AND DIVIDEND DISTRIBUTION
2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For *Management Position Unknown
THE DERIVATIVE ACQUISITION OF WON SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
THEN PROCEEDING TO THEIR SALE
3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For *Management Position Unknown
THE FINANCIAL AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE
42 OF THE COMMERCIAL CODE AND SECTION 204 OF
THE SPANISH LIMITED COMPANIES CONSOLIDATION ACT,
TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS
4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS BY MEANS OF CO-OPTATION
5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For *Management Position Unknown
DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AS WELL AS FOR THEIR PUBLIC RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
MAN AG, MUENCHEN AGM MEETING DATE: 06/03/2005
ISSUER: D51716104 ISIN: DE0005937007 BLOCKING
SEDOL: 4546373, 5563520, 5628883, 7159198, B0318P0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE FY 2004, ALONG WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 154,392,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE;
PAYMENT OF A DIVIDEND OF EUR 1.05 PER PREFERENCE
SHARE EX-DIVIDEND AND PAYABLE DATE: 06 JUN 2005
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 188,211,200 THROUGH
THE ISSUE OF NEW BEARER NO PAR SHARES AGAINST
PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 02
JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION
RIGHTS, EXCEPT FOR THE GRANTING OF SUCH RIGHTS
TO BONDHOLDERS, FOR AN AMOUNT OF UP TO 10% OF
THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED
AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE
OF IDENTICAL SHARES, FOR RESIDUAL AMOUNTS, AND
FOR A CAPITAL INCREASE AGAINST PAYMENT IN KIND
6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management For *Management Position Unknown
THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE
BONDS OF UP TO EUR 1,500,000,000 HAVING A TERM
OF UP TO 20 YEARS AND CONFERRING CONVERTIBLE
OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY,
ON OR BEFORE 02 JUN 2010; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE
ISSUE OF BONDS AT A PRICE NOT MATERIALLY BELOW
THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO OTHER BOND HOLDERS; THE SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 76,800,000
THROUGH THE ISSUE OF NEW BEARER NO PAR SHARES,
INSOFAR AS CONVERTIBLE OR OPTION RIGHTS ARE EXERCISED
7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown
ACQUIRE ORDINARY AND/OR PREFERENCE SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL,
AT PRICES NOT DEVIATING MORE THAN 20% FROM THE
MARKET PRICE OF THE SHARES, ON OR BEFORE 02 DEC
2006; THE SHARES MAY BE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, USED FOR ACQUISITION
PURPOSES OR TO SATISFY EXISTING CONVERTIBLE OR
OPTION RIGHTS, AND RETIRED
8. AMEND THE ARTICLES OF ASSOCIATION REGARDING SHAREHOLDERS Management Against *Management Position Unknown
WISHING TO ATTEND THE SHAREHOLDER MEETING BEING
REQUIRED TO REGISTER WITHIN THE STATUTORY REGISTRATION
PERIOD AND TO PROVIDE EVIDENCE OF THEIR ENTITLEMENT
TO VOTE
9. APPOINT KPMG, MUNICH AS THE AUDITORS FOR THE Management For *Management Position Unknown
FY 2005
10.1 ELECT PROFFESOR DR. RER. POL. RENATE KOECHER Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.2 ELECT MR. MICHAEL BEHRENDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.3 ELECT MR. DR. ING. HERBERT H. DEMEL AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.4 ELECT MR. KLAUS EBERHARDT AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
10.5 ELECT MR. DR. RER NAT HUBERTUS VON GRUENBERG Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
10.6 ELECT MR. DR. JUR KARL-LUDWIG KLEY AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
10.7 ELECT MR. PROF. DR.ING, DR. H.C. MULT, DR.-ING. Management For *Management Position Unknown
E.H. MULT. JOACHIM MILBERG AS THE MEMBER S OF
THE SUPERVISORY BOARD
10.8 ELECT MR. DR.-ING. E.H. RUDOLF RUPPRECHT AS A Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD
10.9 ELECT MR. PROF. DR. ING, DR. H.C. EKKEHARD D. Management For *Management Position Unknown
SCHULZ AS THE MEMBER S OF THE SUPERVISORY BOARD
10.10 ELECT MR. DR. RER. NAT. HANNS-HELGE STECHL AS Management For *Management Position Unknown
A MEMBER OF THE SUPERVISORY BOARD
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
INFRASOURCE SERVICES, INC. ANNUAL MEETING DATE:
06/07/2005
ISSUER: 45684P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOHN A. BRAYMAN Management For For
CHRISTOPHER S. BROTHERS Management Withheld Against
MICHAEL P. HARMON Management Withheld Against
DAVID R. HELWIG Management Withheld Against
IAN A. SCHAPIRO Management Withheld Against
RICHARD S. SIUDEK Management For For
XENOGEN CORPORATION ANNUAL MEETING DATE: 06/07/2005
ISSUER: 98410R ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
WILLIAM A. HALTER Management For For
E. KEVIN HRUSOVSKY Management For For
CHRIS JONES Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For For
& TOUCHE LLP AS XENOGEN CORPORATION S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.
LINDE AG, WIESBADEN AGM MEETING DATE: 06/08/2005
ISSUER: D50348107 ISIN: DE0006483001 BLOCKING
SEDOL: 5740732, 5740817, 7159187, B0318L6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management *Management Position Unknown
FOR THE 2004 FINANCIAL YEAR WITH THE REPORT OF
THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management *Management Position Unknown
PROFIT OF EUR 149,159,217.50 AS FOLLOWS: PAYMENT
OF DIVIDEND OF EUR 1.25 PER SHARE EX-DIVIDEND
AND PAYABLE DATE 09 JUN 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management *Management Position Unknown
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management *Management Position Unknown
5. APPOINT KPMG DEUTSCHE TREUHAND-GESLELLSCHAFT Management *Management Position Unknown
AG, BERLIN AND FRANKFURT AS THE AUDITORS FOR
THE 2005 FY
6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management *Management Position Unknown
UP TO 10% OF ITS SHARE CAPITAL THROUGH THE STOCK
EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE,
NOR MORE THAN 20% BELOW, THE MARKET PRICE OF
THE SHARES OR BY WAY OF A REPURCHASE OFFER AT
PRICES NOT DEVIATING MORE THAN 20% FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 30 NOV 2006
AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE
SHARES ARE USED FOR ACQUISITION PURPOSES, TO
USE THE SHARES FOR THE FULFILLMENT OF OPTION
AND/OR CONVERTIBLE RIGHTS, AS EMPLOYEE SHARES,
OR WITHIN THE SCOPE OF THE LINDE-MANAGEMENT INCENTIVE
PROGRAM AND TO SELL THE SHARES AT A PRICE NOT
MATERIALLY BELOW THEIR MARKET PRICE AND TO RETIRE
THE SHARES
7. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE CAPITAL BY UP TO EUR 80,000,000 THROUGH
THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST
PAYMENT IN CASH, ON OR BEFORE 7 JUN 2010; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR
RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS
TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE AND/OR
OPTION RIGHTS, FOR THE ISSUE OF EMPLOYEE SHARES
OF UP TO EUR 3,500,000, AND FOR A CAPITAL INCREASE
OF UP TO 10% OF THE COMPANY S SHARE CAPITAL IF
THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THE MARKET PRICE OF IDENTICAL SHARES
8. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S CAPITAL BY UP TO EUR 40,000,0000 THOROUGH THE
ISSUE OF NEW BEARER NO-PAR SHARES AGAINST PAYMENT
IN CASH AND/OR KING, ON OR BEFORE 7 JUN 2010;
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION FOR
A CAPITAL INCREASE AGAINST PAYMENT IN CASH; SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR RESIDUAL
AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS MAY
TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE AND/OR
OPTION RIGHTS, AND FOR THE ISSUE OF SHARES IN
CONNECTION WITH MERGERS AND ACQUISITIONS
9. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management *Management Position Unknown
OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP
TO EUR 1,000,000,000, HAVING A TERM OF UP TO
10 YEARS AND CONFERRING CONVERTIBLE AND/OR OPTIONS
RIGHTS FOR NEW SHARES OF THE COMPANY, ON OR BEFORE
7 JUN 2010; SHAREHOLDERS SUBSCRIPTION RIGHTS
SHALL BE EXCLUDED FOR THE ISSUE OF BONDS CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL
IF SUCH BONDS ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL
AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS
TO OTHER BONDHOLDERS; THE COMPANY S SHARE CAPITAL
SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 50,000,000
THROUGH THE ISSUE OF UP TO 19,531,250 NEW NO-PAR
SHARES, IN SO FAR AS CONVERTIBLE AND/OR OPTION
RIGHTS ARE EXERCISED CONTINGENT CAPITAL 2005
10. APPROVE THAT FROM THE 2005 FY ON, EACH MEMBER Management *Management Position Unknown
OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 35,000 PLUS A VARIABLE
REMUNERATION OF EUR 300 PER EUR 0.01 DIVIDEND
PER SHARE IN EXCESS OF EUR 0.50, AND OF EUR 450
FOR EVERY 1% RETURN ON CAPITAL EMPLOYED IN EXCESS
OF 7%; THE CHAIRMAN OF THE SUPERVISORY BOARD
SHALL RECEIVE THREE TIMES, THE DEPUTY CHAIRMAN
OF THE SUPERVISORY BOARD AND EVERY MEMBER OF
THE PERMANENT COMMITTEE ONE AND A HALF TIMES,
THESE AMOUNTS AND AN ATTENDANCE FEE OF EUR 500
PER SUPERVISOR BOARD MEETING OR COMMITTEE MEETING
SHALL BE PAID AS WELL AND THE MEMBERS OF THE
AUDIT COMMITTEE SHALL ALSO RECEIVE AN ADDITIONAL
REMUNERATION OF EUR 20,000 THE CHAIRMAN EUR
40,000 AND AUTHORIZE THE COMPANY TO TAKE OUT
D+O INSURANCE FOR THE MEMBERS OF THE SUPERVISORY
BOARD AND AMEND THE ARTICLES OF ASSOCIATION
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC MDRX ANNUAL MEETING DATE: 06/09/2005
ISSUER: 01988P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
GLEN E. TULLMAN Management For For
M. FAZLE HUSAIN Management For For
02 AMENDMENT TO THE AMENDED AND RESTATED 1993 STOCK Management Against Against
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR 2005.
GLOBAL POWER EQUIPMENT GROUP INC. GEG ANNUAL MEETING DATE: 06/09/2005
ISSUER: 37941P ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ADRIAN W. DOHERTY JR. Management For For
MICHAEL L. GREENWOOD Management For For
JERRY E. RYAN Management For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR FISCAL 2005.
PATHMARK STORES, INC. PTMK SPECIAL MEETING DATE: 06/09/2005
ISSUER: 70322A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE ISSUANCE TO CERTAIN INVESTMENT Management For For
FUNDS AFFILIATED WITH THE YUCAIPA COMPANIES LLC,
FOR AN AGGREGATE CASH PURCHASE PRICE OF $150,000,000
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/13/2005
ISSUER: 855030 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRENDA C. BARNES Management For For
MARY ELIZABETH BURTON Management For For
RICHARD J. CURRIE Management For For
ROWLAND T. MORIARTY Management For For
02 TO APPROVE STAPLES AMENDED AND RESTATED 2004 Management For For
STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
04 TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM OR Shareholder Against For
VOTE POISON PILL.
BUSINESS OBJECTS S.A. BOBJ ANNUAL MEETING DATE: 06/14/2005
ISSUER: 12328X ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
E15 TO ALLOCATE, FREE OF CHARGE, EXISTING ORDINARY Management Against Against
SHARES, OR TO ISSUE NEW ORDINARY SHARES, FREE
OF CHARGE, TO THE EMPLOYEES AND CERTAIN OFFICERS
OF THE COMPANY AND TO THE EMPLOYEES OF THE COMPANY
S SUBSIDIARIES.
E17 AMENDMENTS OF THE COMPANY S ARTICLES OF ASSOCIATION Management For For
TO CONFORM THEM TO THE NEW PROVISIONS OF THE
FRENCH COMMERCIAL CODE.
E18 THE REMOVAL OF THE FIFTEENTH, SEVENTEENTH AND Management For For
TWENTY-FOURTH PARAGRAPHS OF THE ARTICLE 6 OF
THE COMPANY S ARTICLES OF ASSOCIATION.
O19 TO GRANT FULL POWERS OF ATTORNEY TO CARRY OUT Management For For
REGISTRATIONS AND FORMALITIES.
O1 APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O3 ALLOCATION OF EARNINGS FOR THE FISCAL YEAR ENDED Management For For
DECEMBER 31, 2004.
O5 RATIFICATION OF THE APPOINTMENT OF MR. CARL PASCARELLA Management For For
AS DIRECTOR.
O7 RATIFICATION OF REGULATED AGREEMENTS. Management For For
O9 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS Management For For
TO REPURCHASE ORDINARY SHARES OF THE COMPANY.
E11 TO ISSUE WARRANTS TO SUBSCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. GERALD
HELD.
O4 RENEWAL OF THE TERM OF OFFICE OF MR. GERALD HELD Management For For
AS DIRECTOR.
E13 TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE PARTICIPANTS IN THE COMPANY EMPLOYEE SAVINGS
PLAN.
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
O6 APPOINTMENT OF, AS REPLACEMENTS FOR THE SECOND Management For For
STATUTORY AUDITORS, AND THE SECOND ALTERNATE
STATUTORY AUDITORS.
O8 INCREASE OF THE AGGREGATE AMOUNT OF AUTHORIZED Management For For
DIRECTORS FEES.
E10 TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF Management For For
TREASURY SHARES.
E12 TO ISSUE WARRANTS TO SUSBCRIBE UP TO A MAXIMUM Management Against Against
OF 45,000 ORDINARY SHARES RESERVED FOR MR. CARL
PASCARELLA.
E14 TO INCREASE THE SHARE CAPITAL TRHOUGH THE ISSUANCE Management For For
OF ORDINARY SHARES, WITH SUBSCRIPTION RESERVED
TO THE 2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS
TRUST UNDER THE 2004 INTERNATIONAL EMPLOYEE STOCK
PURCHASE PLAN.
E16 THE AMENDMENT OF THE ARTICLE 7.2 OF THE COMPANY Management Against Against
S ARTICLES OF ASSOCIATION.
CLARINS SA OGM MEETING DATE: 06/14/2005
ISSUER: F18396113 ISIN: FR0000130296 BLOCKING
SEDOL: 4202192, 5313617, B02PRW3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND THE GENERAL REPORT
OF STATUTORY AUDITORS, THE CORPORATE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE 31 DEC
2004; APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES
OF EUR 100,257.00 WITH A CORRESPONDING TAX OF
EUR 35,521.00, ACCORDINGLY, AND GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF THE EXECUTIVE COMMITTEE
AND TO THOSE OF THE SUPERVISORY BOARD AS WELL
AS TO THE AUDITORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
2. APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For *Management Position Unknown
OF THE SUPERVISORY BOARD AND OF THE STATUTORY
AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FY
3. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management Against *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-86 OF THE
FRENCH COMMERCIAL CODE; APPROVE THE SAID REPORT
AND THE AGREEMENTS REFERRED IN THEREIN
4. APPROVE THE APPROPRIATE PROFITS OF EUR 30,774,367.00 Management For *Management Position Unknown
AND THE PRIOR RETAINED EARNINGS OF EUR 32,333,684.00,
APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE
COMMITTEE AND RESOLVES TO APPROPRIATE THE TOTAL
OF EUR 63,108,051.00 AS: RETAINED EARNINGS ACCOUNT
SHOWING A CREDIT BALANCE: EUR 32,333,684.00,
PROFITS FOR THE FY: EUR 30,774,367.00, ALLOCATION
TO THE LEGAL RESERVE: EUR -1,538,718.00, DISTRIBUTABLE
PROFIT OF EUR 61,569,333.00: GLOBAL DIVIDEND:
EUR 27,652,035.00, CARRY FORWARD ACCOUNT SHOWING
A CREDIT BALANCE: EUR 33,917,298.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.80 FOR EACH
SHARE OF A PAR VALUE OF EUR 8.00 EACH, AND WILL
ENTITLE NATURAL PERSONS TO THE 50 % ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 15 JUL 2005
5. APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 100,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD MEMBERS
6. AUTHORIZES THE EXECUTIVE COMMITTEE TO BUY BACK Management For *Management Position Unknown
THE COMPANY S SHARES ON THE OPEN MARKET, AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 75.00, MAXIMUM NUMBER OF SHARES THAT MAY
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM
AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES:
EUR 20,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
7. AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELING THE SHARES HELD BY
THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
8. AUTHORIZES THE EXECUTIVE COMMITTEE TO PROCEED, Management Against *Management Position Unknown
IN ONE OR MORE TRANSACTIONS, WITH ALLOCATIONS
FREE OF CHARGE OF COMPANY S EXISTING ORDINARY
SHARES OR TO BE ISSUED, IN FAVOR OF BENEFICIARIES
TO BE CHOSEN BY IT ARTICLES L.225-197-1 AND
L.225-197-2 OF THE FRENCH COMMERCIAL CODE , PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE TOTAL OF SHARES ISSUED BY THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
9. AMEND THE ARTICLE 7, 10 AND 41 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION
10. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
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
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
PHILIPPINE LONG DISTANCE TEL CO MEDIUM TERM NTS BOOK ENTRY AGM MEETING DATE:
06/14/2005
ISSUER: 718252109 ISIN: PH7182521093
SEDOL: 2685319, 6685661
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE TO CALL TO ORDER Management For *Management Position Unknown
2. APPROVE THE CERTIFICATION OF SERVICE OF NOTICE Management For *Management Position Unknown
AND QUORUM
3. APPROVE THE PRESIDENTS REPORT Management For *Management Position Unknown
4. APPROVE THE AUDITED FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE PERIOD ENDED 31 DEC 2004 CONTAINED IN THE
COMPANY S 2004 ANNUAL REPORT
5. ELECT THE DIRECTORS INCLUDING INDEPENDENT DIRECTORS Management For *Management Position Unknown
FOR THE ENSUING YEAR
6. OTHER BUSINESS Other For *Management Position Unknown
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management *Management Position Unknown
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management *Management Position Unknown
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management *Management Position Unknown
SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management *Management Position Unknown
BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LANXESS AG OGM MEETING DATE: 06/16/2005
ISSUER: D5032B102 ISIN: DE0005470405 BLOCKING
SEDOL: B05M8B7, B065978, B065XZ4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management Against *Management Position Unknown
CONNECTION WITH THE ISSUE OF BONDS TO BAYER AG,
AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS:
THE SHARE CAPITAL SHALL BE INCREASED BY UP TO
EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000
NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE
RIGHTS ARISING FROM THE BONDS ISSUED TO BAYER
AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN
BY THE SHAREHOLDERS MEETING OF 15 SEP 2004,
ARE EXERCISED
6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management For *Management Position Unknown
WITH THE NEW GERMAN LAW ON CORPORATE INTEGRITY
AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS
OF SHAREHOLDERS MEETINGS, AS FOLLOWS: SECTION
14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED
NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH
SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND
THE SHAREHOLDERS MEETING; SECTION 15, REGARDING
SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS
MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR
TO THE SHAREHOLDERS MEETING AND TO PROVIDE A
PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT
TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE
THEIR VOTING RIGHTS
7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARY LANXESS
DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM
01 JAN 2005, UNTIL AT LEAST 31 DEC 2010
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 217283. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.
2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management For *Management Position Unknown
FOR THE 2004 FY WITH THE REPORT OF THE SUPERVISORY
BOARD AND THE REPORT ON THE COMBINED FINANCIAL
STATEMENTS
3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management For *Management Position Unknown
AS A MEMBER TO THE SUPERVISORY BOARD
4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management For *Management Position Unknown
THE AUDITORS FOR THE 2005 FY
LOGITECH INTERNATIONAL S.A. LOGI ANNUAL MEETING DATE: 06/16/2005
ISSUER: 541419 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
02 APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED Management For For
ACCOUNTS OF THE LOGITECH GROUP AND ACCOUNTS OF
LOGITECH INTERNATIONAL SA FOR FISCAL YEAR 2005.
REPORT OF THE STATUTORY AND GROUP AUDITORS
03 SHARE SPLIT ON 2 FOR 1 BASIS Management For For
04 APPROPRIATION OF RETAINED EARNINGS Management For For
05 LOWER MINIMUM SHAREHOLDING FOR PLACING ITEMS Management For For
ON THE AGM AGENDA
06 DISCHARGE OF THE BOARD OF DIRECTORS Management For For
7A1 ELECTION OF MATTHEW BOUSQUETTE Management For For
7A2 RE-ELECTION OF FRANK GILL Management For For
7A3 RE-ELECTION OF GARY BENGIER Management For For
07B ELECTION OF AUDITORS Management For For
KEYENCE CORP AGM MEETING DATE: 06/17/2005
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: 5998735, 6490995, B02HPZ8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against *Management Position Unknown
DIVIDENDS: INTERIM JY 5, FINAL JY 15, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown
2.2 ELECT DIRECTOR Management For *Management Position Unknown
2.3 ELECT DIRECTOR Management For *Management Position Unknown
2.4 ELECT DIRECTOR Management For *Management Position Unknown
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 ALTERNATE INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management Against *Management Position Unknown
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILING FOR DIRECTORS
BLACKBAUD, INC. BLKB ANNUAL MEETING DATE: 06/21/2005
ISSUER: 09227Q ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
PAUL V. BARBER Management For For
MARCO W. HELLMAN Management Withheld Against
02 APPROVE THE AMENDMENT OF OUR 2004 STOCK PLAN Management Against Against
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
RESERVED FOR ISSUANCE THEREUNDER FROM 1,156,250
TO 1,906,250.
03 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
NTT DOCOMO INC. AGM MEETING DATE: 06/21/2005
ISSUER: J59399105 ISIN: JP3165650007
SEDOL: 3141003, 5559079, 6129277
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 1,000YEN
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
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
5. APPOINT A CORPORATE AUDITOR Management Against *Management Position Unknown
6. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management Against *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
7. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
OPSWARE INC. OPSW ANNUAL MEETING DATE: 06/21/2005
ISSUER: 68383A ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARC L. ANDREESSEN Management For For
MIKE J. HOMER Management For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Management For For
AS OPSWARE S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDING JANUARY 31, 2006.
SHIRE PHARMACEUTICALS GROUP PLC, BASINGSTOKE HAMPSHIRE AGM MEETING DATE: 06/22/2005
ISSUER: G81083100 ISIN: GB0007998031
SEDOL: 0653608, 0799803, 2766690, 5928754, B02T9G3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE AND CONSIDER THE COMPANY S ACCOUNTS FOR Management For *Management Position Unknown
THE YE 31 DEC 2004 TOGETHER WITH THE DIRECTORS
REPORT, DIRECTORS REMUNERATION REPORT AND THE
AUDITORS REPORT ON THOSE ACCOUNTS AND ON THE
AUDITABLE PART OF THE DIRECTORS REMUNERATION
REPORT
2. RE-ELECT MR. MATTHEW WILLIAM EMMENS AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRESIN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
3. RE-ELECT MR. RONALD MAURICE NORDMANN AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
THE COMPANY S ARTICLE OF ASSOCIATION
4. RE-ELECT DR. BARRY JOHN PRICE AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
5. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION
OF THE MEETING TO THE CONCLUSION OF THE NEXT
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY
6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For *Management Position Unknown
DETERMINE THE REMUNERATION OF THE MEETING
7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 31 DEC 2004
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO EXERCISE ALL OR ANY OF THE POWERS OF THE
COMPANY TO ALLOT RELEVANT SECURITIES SECTION
80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
8,203,026; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
FROM THE DATE OF THE PASSING OF THIS RESOLUTION
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY, SUBJECT TO THE PASSING
OF PREVIOUS RESOLUTION AND PURSUANT TO SECTION
95 OF THE ACT 1985, TO ALLOT EQUITY SECURITIES
SECTION 94(2) OF THE ACT FOR CASH PURSUANT
TO THE AUTHORITY CONFERRED BY THE PREVIOUS RESOLUTION,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS
LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR
OF ORDINARY SHAREHOLDERS EXCLUDING ANY SHAREHOLDERS
HOLDING SHARES AS TREASURY SHARES ; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,230.577;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; AND THE DIRECTORS MAY ALLOT SEQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE ACT OF ORDINARY
SHARES IN THE CAPITAL OF THE COMPANY OF UP TO
49,223,083 ORDINARY SHARES 10% OF THE ISSUED
SHARE CAPITAL OF 5P EACH IN THE CAPITAL OF THE
COMPANY, AT A MINIMUM PRICE OF 5P AND IS EQUAL
TO 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATION
FOR AN ORDINARY SHARES IN THE COMPANY DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE
OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2006 OR 12 MONTHS
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
11. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 25,000; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM IN 2006 OR 15 MONTHS
SONY CORPORATION SNE ANNUAL MEETING DATE: 06/22/2005
ISSUER: 835699 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 12 DIRECTORS. Management For For
C3 TO ISSUE STOCK ACQUISITION RIGHTS FOR SHARES Management For For
OF COMMON STOCK OF THE CORPORATION FOR THE PURPOSE
OF GRANTING STOCK OPTIONS.
S4 TO AMEND THE ARTICLES OF INCORPORATION WITH RESPECT Shareholder For Against
TO DISCLOSURE TO SHAREHOLDERS REGARDING REMUNERATION
PAID TO EACH DIRECTOR.
MAXIS COMMUNICATIONS BHD AGM MEETING DATE: 06/23/2005
ISSUER: Y5903J108 ISIN: MYL5051OO007
SEDOL: 6530523, B06P1C7
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 DEC2004 AND THE AUDITORS
REPORT THEREON
1. DECLARE THE FOLLOWING FINAL DIVIDENDS FOR THE Management For *Management Position Unknown
FYE 31 DEC 2004: I) 10.00 SEN PER ORDINARY SHARE,
TAX EXEMPT; AND II) 8.33 SEN PER ORDINARY SHARE
LESS MALAYSIAN INCOME TAX AT 28%
2. RE-ELECT MR. Y. BHG. DATO JAMALUDIN BIN IBRAHIM Management For *Management Position Unknown
AS A DIRECTOR WHO RETIRES BYROTATION PURSUANT
TO ARTICLE 114 OF THE COMPANY S ARTICLES OF ASSOCIATION
3. RE-ELECT MR. ENCIK AUGUSTUS RALPH MARSHALL AS Management For *Management Position Unknown
A DIRECTOR WHO RETIRES BY ROTATION PURSUANT TO
ARTICLE 114 OF THE COMPANY S ARTICLES OF ASSOCIATION
4. RE-ELECT ENCIK CHAN CHEE BENG AS A DIRECTOR WHO Management For *Management Position Unknown
RETIRES PURSUANT TO ARTICLE 121 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For *Management Position Unknown
THE AUDITORS OF THE COMPANY AND AUTHORISE THE
DIRECTORS TO FIX THEIR REMUNERATION
6. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
132D OF THE COMPANIES ACT, 1965,TO ISSUE SHARES
IN THE COMPANY AT ANY TIME AND UPON SUCH TERMS
AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS
MAY, IN THEIR ABSOLUTE DISCRETION, DEEM FIT PROVIDED
THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
DOES NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY FOR THE TIME BEING, SUBJECT ALWAYS
TO THE APPROVAL OF ALL THE RELEVANT REGULATORY
BODIES, IF REQUIRED, BEING OBTAINED FOR SUCH
ALLOTMENT AND ISSUE; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE NEXT AGM
MAXIS COMMUNICATIONS BHD EGM MEETING DATE: 06/23/2005
ISSUER: Y5903J108 ISIN: MYL5051OO007
SEDOL: 6530523, B06P1C7
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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) MEASAT BROADCAST
NETWORK SYSTEMS SDN BHD; II) MULTIMEDIA INTERACTIVE
TECHNOLOGIES SDN BHD; AND III) AIRTIME MANAGEMENT
AND PROGRAMMING SDN BHD AS SPECIFIED, 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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) SRG ASIA
PACIFIC SDN BHD; AND II) UT HOSPITALITY SERVICES
SDN BHD FORMERLY KNOWN AS KIARA SAMUDRA SDN
BHD ; AND III) BONUS KAD LOYALTY SDN BHD AS SPECIFIED,
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 THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH MEASAT SATELLITE
SYSTEMS SDN BHD FORMERLY KNOWN AS BINARIANG
SATELLITE SYSTEMS SDN BHD AS SPECIFIED, 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
MEASAT SATELLITE SYSTEMS SDN BHD FORMERLY KNOWN
AS 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 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
4. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) TGV CINEMAS
SDN BHD FORMERLY KNOWN AS TANJONG GOLDEN VILLAGE
SDN BHD ; II) PAN MALAYSIAN POOLS SDN BHD; AND
III) TANJONG CITY CENTRE PROPERTY MANAGEMENT
SDN BHD AS SPECIFIED, 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
5. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH: I) OAKWOOD
SDN BHD; II) AMPROPERTY TRUST MANAGEMENT BHD;
AND III) AMPROPERTY HOLDINGS SDN BHD; IV) AMFINANCE
BERHAD; V) RESORTS WORLD BERHAD GENTING HIGNLANDS
BERHAD, GENTING GOLF COURSE BERHAD, RESORTS FACILITIES
SERVICES SDN BHD; VI) ASIATIC LAND DEVELOPEMNT
SDN BHD; VII) GENTING SANYEN INDUSTRIAL PAPER
SDN BHD; AND VIII) ASIATIC DEVELOPMENT BERHAD
AS SPECIFIED, 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
6. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, PURSUANT Management For *Management Position Unknown
TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, TO ENTER
INTO RECURRENT RELATED PARTY TRANSACTIONS OF
A REVENUE OR TRADING NATURE WITH HEITECH PADU
BERHAD AS SPECIFIED, 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
7. AUTHORIZE THE BOARD OF DIRECTORS, AT ANY TIME, Management Against *Management Position Unknown
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 MR.
DATO JAMALUDIN BIN IBRAHIM, THE CHIEF EXECUTIVE
OFFICER AND AN EXECUTIVE DIRECTORS OF THE COMPANY,
IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS
OF THE BYE-LAWS GOVERNING THE COMPANY S EMPLOYEE
SHARE OPTION SCHEME ESOS AND THE TERMS OF THE
CONTRACT OF SERVICE BETWEEN THE COMPANY AND MR.
DATO JAMALUDIN BIN IBRAHIM, OPTION OR OPTIONS
TO SUBSCRIBE FOR UP TO A MAXIMUM OF 1,000,000
ORDINARY SHARES OF MYR 0.10 EACH IN THE COMPANY
AVAILABLE UNDER 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
SEGA SAMMY HOLDINGS INC, TOKYO AGM MEETING DATE: 06/24/2005
ISSUER: J7028D104 ISIN: JP3419050004
SEDOL: B02RK08
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE THE PROFIT APPROPRIATION FOR NO.1 TERM: Management For *Management Position Unknown
DIVIDENDS FOR THE CURRENT TERM HAS BEEN AS JPY
60 PER SHARE
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT MR. OSAMU SATOMI AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. HISAO OGUCHI AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. KEISHI NAKAYAMA AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. TOORU KATAMOTO AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. HIDEKI OKAMURA AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. YASUO TAZOE AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. KEIICHIROU HASHIMOTO AS A DIRECTOR Management For *Management Position Unknown
4.1 ELECT MR. KAZUTADA IEDA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.2 ELECT MR. AKIO KIOI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.3 ELECT MR. RYOUICHI ARAI AS A STATUTORY AUDITOR Management Against *Management Position Unknown
4.4 ELECT MR. TOSHIO HIRAKAWA AS A STATUTORY AUDITOR Management Against *Management Position Unknown
5. ELECT MR. MINEO ENOMOTO AS AN ALTERNATE STATUTORY Management Against *Management Position Unknown
AUDITOR
6. APPROVE THE COMPANY TO GIVE FREE SHARE SUBSCRIPTION Management For *Management Position Unknown
RIGHTS TO EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES
AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL
CODE 280-20 AND 280-21
TESCO PLC AGM MEETING DATE: 06/24/2005
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: 0884709, 5469491, 5474860, B02S3J1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
12. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown
OF THE COMPANY FROM GBP 530,000,000 TO GBP 535,000,000
BY THE CREATION OF 100,000,000 ORDINARY SHARES
OF 5P EACH
13. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWER Management For *Management Position Unknown
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 AS PAID INSTEAD
OF THE CASH AMOUNT WHICH WOULD OTHERWISE BE DUE
TO THEM IN RESPECT OF ANY DIVIDENDS INCLUDING
THE FINAL DIVIDEND FOR THE FYE 26 FEB 2005, FOR
ANY FINANCIAL PERIOD ENDING ON OR BEFORE 04 APR
2010
14. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80(2)
OF THE ACT OF THE COMPANY UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 129.2 MILLION WHICH IS
EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED
SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY OR
24 JUN 2004 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS
DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED
AFTER THE RELEVANT PERIOD
S.15 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
95 OF THE ACT, TO ALLOT EQUITY SECURITIES FOR
CASH PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS
FOR THE PURPOSES OF SECTION 80 OF THE ACT, 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 AMOUNT OF GBP
19.47 MILLION 5% OF THE ISSUED SHARE CAPITAL
; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM
THE DATE OF THE PASSING OF THIS RESOLUTION ;
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.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
WITHIN THE MEANING OF SECTION 163(3) OF THE
ACT OF UP TO 778.70 MILLION SHARES OF 5P EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 18 MONTHS FROM THE DATE OF
THE PASSING OF THIS RESOLUTION ; 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
17. AUTHORIZE THE COMPANY, TO MAKE DONATIONS TO EU Management For *Management Position Unknown
POLITICAL ORGANIZATION NOT EXCEEDING GBP 100,000
AND TO INCUR EU POLITICAL EXPENDITURE UP TO A
MAXIMUM AGGREGATE AMOUNT OF GBP 100,000; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR
15 MONTHS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION
18. AUTHORIZE THE TESCO STORES LIMITED, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
100,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 100,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
19. AUTHORIZE THE TESCO IRELAND LIMITED, TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
20. AUTHORIZE THE TESCO VIN PLUS S.A., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
23. AUTHORIZE THE TESCO GLOBAL RT, TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATIONNOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
24. AUTHORIZE THE TESCO POLSKA SP Z.O.O., TO MAKE Management For *Management Position Unknown
DONATIONS TO EU POLITICAL ORGANIZATION NOT EXCEEDING
GBP 25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 26 FEB 2005
8. ELECT MR. KAREN COOK AS A DIRECTOR Management For *Management Position Unknown
3. APPROVE THE FINAL DIVIDEND OF 5.27 PENCE PER Management For *Management Position Unknown
SHARE BY THE DIRECTORS TO BE DECLARED PAYABLE
ON 01 JUL 2005 TO HOLDERS OF ORDINARY SHARES
REGISTERED AT THE CLOSE OF BUSINESS ON 22 APR
2005
4. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
5. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
6. RE-ELECT MR. TIM MASON AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
7. RE-ELECT MR. DAVID POTTS AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE COMPANY S ARTICLES OF ASSOCIATION, WHO
RETIRES BY ROTATION
9. ELECT MR. CAROLYN MCCALL AS A DIRECTOR Management For *Management Position Unknown
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For *Management Position Unknown
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For *Management Position Unknown
REMUNERATION
21. AUTHORIZE THE TESCO STORES CR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
22. AUTHORIZE THE TESCO STORES SR A.S., TO MAKE DONATIONS Management For *Management Position Unknown
TO EU POLITICAL ORGANIZATION NOT EXCEEDING GBP
25,000 AND TO INCUR EU POLITICAL EXPENDITURE
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 25,000;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OR 15 MONTHS FROM THE DATE OF THE PASSING
OF THIS RESOLUTION
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 26 FEB 2005
BIOMARIN PHARMACEUTICAL INC. BMRN CONTESTED ANNUAL MEETING DATE: 06/28/2005
ISSUER: 09061G ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JEAN-JACQUES BIENAIME 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005.
SHELL TRANS & TRADING PLC OGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. ADOPT THE COMPANY S ANNUAL ACCOUNTS FOR THE FYE Management For *Management Position Unknown
31 DEC 2004 TOGETHER WITH THELAST DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS
AND THE AUDITABLE PART OF THE REMUNERATION REPORT
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2004
3. ELECT MR. PETER VOSER AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT SIR PETER JOB AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY ROTATION
5. RE-ELECT MR. LORD OXBURGH AS A DIRECTOR RETIRING Management For *Management Position Unknown
BY VIRTUE OF AGE
6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY
7. AUTHORIZE THE BOARD TO SETTLE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS OF THE COMPANY
S.8 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS SPECIFIED IN SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 480,000,000 ORDINARY SHARES
OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 25P AND NOT MORE THAN 5% ABOVE
THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR
SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS
PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 30 JUN 2006 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
9. APPROVE THE LONG-TERM INCENTIVE PLAN LLTP TO Management For *Management Position Unknown
BE CONSTITUTED BY THE DRAFT RULES PRODUCED TO
THE MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE LTIP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
LTIP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE LTIP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
LTIP
10. APPROVE THE DEFERRED BONUS PLAN DBP TO BE CONSTITUTED Management For *Management Position Unknown
BY THE DRAFT RULES PRODUCED TO THE MEETING AND,
FOR THE PURPOSE OF IDENTIFICATION, INITIALED
BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE DBP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
DBP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE DBP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
DBP
11. APPROVE THE RESTRICTED SHARE PLAN RSP TO BE Management For *Management Position Unknown
CONSTITUTED BY THE DRAFT RULES PRODUCED TO THE
MEETING AND, FOR THE PURPOSE OF IDENTIFICATION,
INITIALED BY THE CHAIRMAN SUBJECT TO SUCH MODIFICATION
AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF ANY APPLICABLE STATUTORY OR
REGULATORY REQUIREMENTS OR PREVAILING PRACTICE
AND THAT SUBJECT TO THE REQUISITE MAJORITY OF
SHAREHOLDERS OF ROYAL DUTCH PETROLEUM COMPANY
THE RSP, AUTHORIZE THE DIRECTORS TO TAKE ALL
THE ACTIONS THAT THEY CONSIDER NECESSARY, DESIRABLE
OR EXPEDIENT (1) TO IMPLEMENT AND ESTABLISH THE
RSP AND (2) TO IMPLEMENT AND ESTABLISH FURTHER
PLANS BASED ON THE RSP MODIFIED TO TAKE ACCOUNT
OF LOCAL TAX, EXCHANGE CONTROLS OR SECURITIES
LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS
ARE TREATED AS COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE
RSP
SHELL TRANS & TRADING PLC EGM MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
S.1 APPROVE THE CAPITAL OF THE COMPANY BE REDUCED Management For *Management Position Unknown
BY CANCELLING AND EXTINGUISHINGALL THE FIRST
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE FIRST PREFERENCE SHARES ,
IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH FIRST PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE DOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER FIRST PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN ON EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY SAVE THAT IN RESPECT OF ANY DAY
DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE
RELEVANT DATE FOR WHICH NO QUOTATIONS FOR SUCH
SHARE WERE PUBLISHED IN THE STOCK EXCHANGE DAILY
OFFICIAL LIST, THERE SHALL, FOR THE PURPOSES
OF THIS CALCULATION, BE SUBSTITUTED THE PRICE
QUOTED BY DATASTREAM, AN INFORMATION SERVICE
PROVIDED BY THOMSON FINANCIAL, IN RESPECT OF
THAT DAY); AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.2 APPROVE THAT, CONDITIONAL ON THE PASSING OF RESOLUTION Management For *Management Position Unknown
1 ABOVE, THAT THE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SECOND
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY THE SECOND PREFERENCE SHARES
, IN CONSIDERATION FOR WHICH THERE SHALL BE REPAID
TO THE HOLDERS OF SUCH SECOND PREFERENCE SHARES,
WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS
AS SUCH AT THE CLOSE OF BUSINESS ON THE DAY PRECEDING
THE EFFECTIVE DATE OF THE SAID REDUCTION OF CAPITAL,
AN AMOUNT PER SECOND PREFERENCE SHARE CALCULATED
AS THE AGGREGATE OF THE CAPITAL PAID UP ON SUCH
SHARE TOGETHER WITH: (A) A PREMIUM BEING THE
AMOUNT, IF ANY, OF THE EXCESS OVER THE CAPITAL
PAID UP THEREON OF THE AVERAGE OF THE MEANS OF
THE DAILY QUOTATIONS OF SUCH SHARE PUBLISHED
IN THE STOCK EXCHANGE DAILY OFFICIAL LIST DURING
THE 6 MONTHS IMMEDIATELY PRECEDING THE RELEVANT
DATE THE RELEVANT DATE BEING THE DATE DETERMINED
IN ACCORDANCE WITH. ARTICLE 5(3) OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY AFTER DEDUCTING
FROM THE MEAN OIL EACH DAY AN AMOUNT EQUAL TO
ALL UNPAID ARREARS OF THE FIXED DIVIDEND THEREON
WHETHER EARNED OR DECLARED OR NOT DOWN TO THE
LAST PRECEDING DIVIDEND PAYMENT DATE REFERRED
TO IN ARTICLE 4(1) OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY; AND (B) THE FIXED DIVIDEND THEREON
DOWN TO THE DATE OF THE REPAYMENT OF THE CAPITAL
S.3 APPROVE THE MODIFICATION, THE ADDITION OR THE Management For *Management Position Unknown
CONDITION SUBJECT TO THE SCHEMEOF ARRANGEMENT
DATED 19 MAY 2005 BETWEEN THE COMPANY AND THE
HOLDERS OF SCHEME SHARES AS SPECIFIED IN THE
SCHEME OF ARRANGEMENT , IN ITS ORIGINAL FORM
OR IMPOSED BY THE HIGH COURT THE SCHEME , AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE
ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR
APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT;
FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME
IN ITS ORIGINAL FORM OR IMPOSED BY THE HIGH COURT,
THE ISSUED SHARE CAPITAL OF THE COMPANY BE REDUCED
BY CANCELLING AND EXTINGUISHING ALL THE SCHEME
SHARES; APPROVE THE FORTHWITH AND THE CONTINGENT
REDUCTION OF THE CAPITAL SET OUT IN THIS RESOLUTION
ABOVE TAKING EFFECT: A) THE AUTHORIZED SHARE
CAPITAL OF THE COMPANY SHALL BE INCREASED BY:
I) THE CREATION OF SUCH NUMBER OF ORDINARY SHARES
OF 25 PENCE EACH AS SHALL BE EQUAL TO THE AGGREGATE
NUMBER OF SCHEME SHARES CANCELLED PURSUANT TO
THIS RESOLUTION ABOVE LESS ONE; AND (II) AMEND
THE CREATION OF 1 DIVIDEND ACCESS SHARE OF 25
PENCE HAVING THE RIGHTS ATTACHING TO IT AS SET
OUT IN THE ARTICLES OF ASSOCIATION OF THE COMPANY
IN ACCORDANCE WITH THIS RESOLUTION THE DIVIDEND
ACCESS SHARE ; AND B) THE COMPANY SHALL APPLY
THE RESERVE ARISING AS A RESULT OF THE CANCELLATION
OF THE SCHEME SHARES IN PAYING UP IN FULL AT
PAR: I) THE ORDINARY SHARES OF 25 PENCE EACH
CREATED PURSUANT TO THIS RESOLUTION I) ABOVE
AND SUCH ORDINARY SHARES BE ALLOTTED AND ISSUED,
CREDITED AS FULLY PAID AND FREE FROM ALL LIENS,
CHARGES, ENCUMBRANCES, RIGHTS OF PRE-EMPTION
OR ANY OTHER THIRD PARTY RIGHTS OF ANY NATURE
WHATSOEVER, TO ROYAL DUTCH SHELL AND/OR ITS NOMINEE(S);
AND II) THE DIVIDEND ACCESS SHARE AND SUCH DIVIDEND
ACCESS SHARE SHALL BE ALLOTTED AND ISSUED, CREDITED
AS FULLY PAID AND FREE FROM ALL LIENS, CHARGES,
ENCUMBRANCES, RIGHTS OF PRE-EMPTION OR ANY OTHER
THIRD PARTY RIGHTS OF ANY NATURE WHATSOEVER,
TO HILL SAMUEL OFFSHORE TRUST COMPANY LIMITED
IN ITS CAPACITY, AS TRUSTEE OF THE DIVIDEND ACCESS
TRUST; AND AUTHORIZE THE DIRECTORS OF THE COMPANY,
PURSUANT TO AND IN ACCORDANCE WITH SECTION 80
OF THE COMPANIES ACT, TO ALLOT THE ORDINARY SHARES
OF 25 PENCE EACH CREATED PURSUANT TO THIS RESOLUTION
ABOVE AND THE DIVIDEND ACCESS SHARE, PROVIDED
THAT: A) THIS AUTHORITY SHALL BE WITHOUT PREJUDICE
TO ANY SUBSISTING AUTHORITY CONFERRED ON THE
DIRECTORS OF THE COMPANY UNDER THE SAID SECTION
80; B) THE MAXIMUM NUMBER OF SHARES WHICH MAY
BE ALLOTTED HEREUNDER IS THE NUMBER OF SHARES
CREATED PURSUANT TO PARAGRAPH 3.3(A) ABOVE; AND
C) THIS AUTHORITY SHALL EXPIRE AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY AFTER THE PASSING
OF THE RESOLUTION; AND AMEND ARTICLES 5 A , 60
A AND 168 AS NEW ARTICLES OF THE COMPANY
SHELL TRANS & TRADING PLC CRT MEETING DATE: 06/28/2005
ISSUER: 822703104 ISIN: GB0008034141
SEDOL: 0803414, 4803443, 5484881, B01JBZ7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE A SCHEME OF ARRANGEMENT PURSUANT TO SECTION Management For *Management Position Unknown
425 OF THE COMPANIES ACT 1985 PROPOSED TO BE
MADE BETWEEN THE SHELL TRANSPORT AND TRADING
COMPANY, PLC THE COMPANY AND THE HOLDERS
OF THE SCHEME SHARES
ECLIPSYS CORPORATION ECLP ANNUAL MEETING DATE: 06/29/2005
ISSUER: 278856 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
EUGENE V. FIFE Management For For
BRADEN R. KELLY Management For For
02 TO APPROVE THE 2005 STOCK INCENTIVE PLAN AND Management Against Against
TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 2,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
03 TO APPROVE THE 2005 EMPLOYEE STOCK PURCHASE PLAN Management For For
AND TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 1,000,000 SHARES OF THE COMPANY S VOTING COMMON
STOCK.
04 TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS Management For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
FANUC LTD AGM MEETING DATE: 06/29/2005
ISSUER: J13440102 ISIN: JP3802400006
SEDOL: 5477557, 6356934, B022218
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
3.9 ELECT A DIRECTOR Management For *Management Position Unknown
4. AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
3.19 ELECT A DIRECTOR Management For *Management Position Unknown
2. AMEND THE ARTICLES OF INCORPORATION Management Against *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.8 ELECT A DIRECTOR Management For *Management Position Unknown
3.10 ELECT A DIRECTOR Management For *Management Position Unknown
3.12 ELECT A DIRECTOR Management For *Management Position Unknown
3.14 ELECT A DIRECTOR Management For *Management Position Unknown
3.16 ELECT A DIRECTOR Management For *Management Position Unknown
3.18 ELECT A DIRECTOR Management For *Management Position Unknown
3.20 ELECT A DIRECTOR Management For *Management Position Unknown
3.21 ELECT A DIRECTOR Management For *Management Position Unknown
3.22 ELECT A DIRECTOR Management For *Management Position Unknown
3.23 ELECT A DIRECTOR Management For *Management Position Unknown
3.24 ELECT A DIRECTOR Management For *Management Position Unknown
3.25 ELECT A DIRECTOR Management For *Management Position Unknown
3.26 ELECT A DIRECTOR Management For *Management Position Unknown
3.27 ELECT A DIRECTOR Management For *Management Position Unknown
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 31 YEN
3.11 ELECT A DIRECTOR Management For *Management Position Unknown
3.13 ELECT A DIRECTOR Management For *Management Position Unknown
3.15 ELECT A DIRECTOR Management For *Management Position Unknown
3.17 ELECT A DIRECTOR Management For *Management Position Unknown
KAO CORP AGM MEETING DATE: 06/29/2005
ISSUER: J30642169 ISIN: JP3205800000
SEDOL: 5685479, 6483809, B01DFC4
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 19
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS STOCK OPTIONS ON FAVORABLE CONDITIONS
KOMERI CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J3590M101 ISIN: JP3305600003
SEDOL: 6496250, B05PDW2
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 JY13.5, FINAL JY 14.5, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown
2.2 ELECT DIRECTOR Management For *Management Position Unknown
2.3 ELECT DIRECTOR Management For *Management Position Unknown
2.4 ELECT DIRECTOR Management For *Management Position Unknown
2.5 ELECT DIRECTOR Management For *Management Position Unknown
2.6 ELECT DIRECTOR Management For *Management Position Unknown
2.7 ELECT DIRECTOR Management For *Management Position Unknown
SHISEIDO CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J74358144 ISIN: JP3351600006
SEDOL: 5478011, 6805265, B01F3C6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 13
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
AUDITORS
6. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown
AS TOCK OPTIONS AS EXECUTIVE COMPENSATION-TYPE
STOCK OPTIONS; PLEASE REFER TO THE PAGE 56 OF
THE PROXY STATEMENT FOR THE DETAILS OF THE PROPOSAL
7. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management Against *Management Position Unknown
AS STOCK OPTIONS AS EMPLOYEE INCENTIVE-TYPE AND
REWARD-TYPE STOCK OPTIONS; PLEASE REFER TO THE
PAGE 62 OF THE PROXY STATEMENT FOR THE DETAILS
OF THE PROPOSAL
TAKEDA PHARMACEUTICAL CO LTD AGM MEETING DATE: 06/29/2005
ISSUER: J8129E108 ISIN: JP3463000004
SEDOL: 5296752, 6870445, B01DRX9, B03FZP1
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND 44 YEN
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS AND CORPORATE AUDITORS
TAKEFUJI CORP AGM MEETING DATE: 06/29/2005
ISSUER: J81335101 ISIN: JP3463200000
SEDOL: 0156946, 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: EXPAND BUSINESS LINES - REDUCE Management For *Management Position Unknown
MAXIMUM BOARD SIZE -CLARIFY DIRECTOR AUTHORITIES
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management Against *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
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
Exeter Fund, Inc. Tax Managed Series
TICKER: n/a
PROXY VOTING RECORD
7/1/2004-6/30/2005
VODAFONE GROUP PLC VOD ANNUAL MEETING DATE: 07/27/2004
ISSUER: 92857W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For
03 TO RE-ELECT PETER BAMFORD AS A DIRECTOR Management For For
04 TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR Management For For
05 TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER Management For For
OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)
06 TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For
OF THE REMUNERATION COMMITTEE)
07 TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE Management For For
PER ORDINARY SHARE
08 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For
09 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, Management For For
ELECTIONS AND REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management For For
16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For
UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES
OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For
SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS
AND OFF-MARKET PURCHASES+
INTERBREW SA, BRUXELLES EGM MEETING DATE: 08/27/2004
ISSUER: B5096U121 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. APPROVE THE NEW AUTHORIZED CAPITAL AND THE AMENDMENTS Management Abstain *Management Position Unknown
TO THE ARTICLES OF ASSOCIATION
2. ACKNOWLEDGEMENT OF DIRECTORS INDEPENDENCE WITHIN Management For *Management Position Unknown
THE MEANING OF ARTICLE 524 OF THE COMPANIES CODE
3. APPROVE THE CAPITAL INCREASE BY WAY OF ISSUANCE Management For *Management Position Unknown
OF 141,712,000 NEW ORDINARY SHARES FURTHER TO
A CONTRIBUTION IN KIND WITH CONDITIONAL CLOSING
4. APPROVE THE CONDITIONAL CHANGE OF NAME Management For *Management Position Unknown
5. AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
6. APPROVE THE CONDITIONAL RESIGNATION OF DIRECTORS Management For *Management Position Unknown
AND CONDITIONAL APPOINTMENT OF DIRECTORS
7. APPROVE THE CONDITIONAL SETTING OF REMUNERATION Management For *Management Position Unknown
OF ALL DIRECTORS
8. POWERS Management For *Management Position Unknown
H.J. HEINZ COMPANY HNZ ANNUAL MEETING DATE: 09/08/2004
ISSUER: 423074 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: 09/23/2004
ISSUER: 94769M ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MARK J. ADLER, M.D. Management For For
HERMAN SARKOWSKY Management For For
02 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO PROVIDE CERTAIN VOTING RIGHTS
TO THE HOLDERS OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK AND TO INSERT A SENTENCE RECITING
THE TOTAL NUMBER OF SHARES OF ALL CAPITAL STOCK
THAT WEBMD IS AUTHORIZED TO ISSUE.
03 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO REDUCE THE NUMBER OF AUTHORIZED
SHARES OF CONVERTIBLE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK FROM 5,000,000 TO 10,000. PROPOSAL
3 IS EXPRESSLY CONDITIONED UPON THE APPROVAL
OF PROPOSALS 2 AND 4 BY STOCKHOLDERS, AND WILL
NOT BE EFFECTIVE UNLESS BOTH PROPOSALS 2 AND
4 ARE ALSO APPROVED.
04 TO APPROVE AMENDMENTS TO WEBMD S CERTIFICATE Management For For
OF INCORPORATION TO CLARIFY THE AUTHORITY OF
WEBMD S BOARD OF DIRECTORS TO DESIGNATE AND AUTHORIZE
THE ISSUANCE OF NEW SERIES OF PREFERRED STOCK
WITH VOTING RIGHTS. PROPOSAL 4 IS EXPRESSLY CONDITIONED
UPON THE APPROVAL OF PROPOSALS 2 AND 3 BY STOCKHOLDERS,
AND WILL NOT BE EFFECTIVE UNLESS BOTH PROPOSALS
2 AND 3 ARE ALSO APPROVED.
WACHOVIA CORPORATION WB SPECIAL MEETING DATE: 10/28/2004
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Management For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST WILL
MERGE WITH AND INTO WACHOVIA, AS MORE FULLY DESCRIBED
IN THE JOINT PROXY STATEMENT-PROSPECTUS DATED
SEPTEMBER 24, 2004.
THE ESTEE LAUDER COMPANIES INC. EL ANNUAL MEETING DATE: 11/05/2004
ISSUER: 518439 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
AERIN LAUDER Management Withheld Against
WILLIAM P. LAUDER Management For For
RICHARD D. PARSONS Management For For
LYNN F. DE ROTHSCHILD Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR THE 2005 FISCAL YEAR.
NOVARTIS AG NVS ANNUAL MEETING DATE: 03/01/2005
ISSUER: 66987V 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 2004.
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 REDUCTION OF SHARE CAPITAL. Management For For
05 FURTHER SHARE REPURCHASE PROGRAM. Management For For
6A RE-ELECTION OF DR. H.C. BIRGIT BREUEL FOR A TWO-YEAR Management For For
TERM.
6B RE-ELECTION OF PROF. DR. PETER BURCKHARDT FOR Management For For
A THREE-YEAR TERM.
6C RE-ELECTION OF ALEXANDRE F. JETZER FOR A THREE-YEAR Management For For
TERM.
6D RE-ELECTION OF PIERRE LANDOLT FOR A THREE YEAR Management For For
TERM.
6E RE-ELECTION OF PROF. DR. ULRICH LEHNER FOR A Management For For
THREE YEAR TERM.
07 APPOINTMENT OF THE AUDITORS AND THE GROUP AUDITORS. Management For For
CAESARS ENTERTAINMENT, INC. CZR SPECIAL MEETING DATE: 03/11/2005
ISSUER: 127687 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF JULY 14, 2004, BY
AND AMONG HARRAH S ENTERTAINMENT, INC., HARRAH
S OPERATING COMPANY, INC., A WHOLLY OWNED SUBSIDIARY
OF HARRAH S ENTERTAINMENT, INC., AND CAESARS
ENTERTAINMENT, INC., AND THE TRANSACTIONS CONTEMPLATED
BY THE MERGER AGREEMENT.
VARCO INTERNATIONAL, INC. VRC SPECIAL MEETING DATE: 03/11/2005
ISSUER: 922122 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO APPROVE THE AMENDED AND RESTATED AGREEMENT Management For For
AND PLAN OF MERGER, EFFECTIVE AS OF AUGUST 11,
2004, BETWEEN NATIONAL-OILWELL, INC., A DELAWARE
CORPORATION, AND VARCO INTERNATIONAL, INC., A
DELAWARE CORPORATION, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, PURSUANT TO WHICH VARCO WILL
BE MERGED WITH AND INTO NATIONAL OILWELL.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management Against Against
MEETING FOR ANY REASON, INCLUDING TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF PROPOSAL 1.
03 IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, Management Against Against
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING OR ANY ADJOURNMENT(S) THEREOF.
CARREFOUR SA MIX MEETING DATE: 04/11/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
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.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
20 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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 A SECOND REVISION DUE Non-Voting *Management Position Unknown
TO CHANGE IN RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT-OFF
DATE. THANK YOU.
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown
4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown
DIRECTORS
LONZA GROUP AG, BASEL AGM MEETING DATE: 04/11/2005
ISSUER: H50524133 ISIN: CH0013841017 BLOCKING
SEDOL: 7333378
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
ID 222895 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
* 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.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 212655, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004AND THE AUDITORS REPORT
2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR 2004, THE AUDITORS REPORT AS THE GROUP AUDITORS
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management For *Management Position Unknown
THE AVAILABLE EARNINGS BROUGHT FORWARD IS CHF
675,527,850; THE NET INCOME FOR THE YEAR IS CHF
201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL
OF THE AGM IS CHF 876,785,274; THE PAYMENT OF
A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE
CAPITAL ELIGIBLE FOR DIVIDEND OF CHF 47,379,425
IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD
IS CHF 815,192,021
4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management For *Management Position Unknown
MACH, SERGIO MARCHIONNE, RICHARD SYKES, PETER
WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS
5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management For *Management Position Unknown
A MAXIMUM AMOUNT OF CHF 2,500,000 AND AMEND THE
ARTICLES OF ASSOCIATION AS SPECIFIED
6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF Management For *Management Position Unknown
DIRECTORS
6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management For *Management Position Unknown
7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management For *Management Position Unknown
AUDITORS ALSO TO ACT AS THE GROUP AUDITORS ,
FOR THE FY 2005
THE BANK OF NEW YORK COMPANY, INC. BK ANNUAL MEETING DATE: 04/12/2005
ISSUER: 064057 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. 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
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 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shareholder For Against
VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shareholder Against For
COMPENSATION
CARNIVAL CORPORATION CCL ANNUAL MEETING DATE: 04/13/2005
ISSUER: 143658 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
RICHARD J. GLASIER 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
SIR JOHN PARKER Management For For
PETER G. RATCLIFFE Management For For
STUART SUBOTNICK Management For For
UZI ZUCKER Management For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Management For For
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Management For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For For
AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTANTS FOR CARNIVAL
CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Management For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Management For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT SHARES Management For For
BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Management For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL PLC Management For For
TO BUY BACK CARNIVAL PLC ORDINARY SHARES IN THE
OPEN MARKET.
SCHLUMBERGER LIMITED (SCHLUMBERGER N SLB ANNUAL MEETING DATE: 04/13/2005
ISSUER: 806857 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
J. DEUTCH Management Withheld Against
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
M.E. MARKS Management For For
D. PRIMAT Management For For
T.I. SANDVOLD Management For For
N. SEYDOUX Management For For
L.G. STUNTZ Management For For
R. TALWAR Management For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Management For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Management For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Management For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER Management For For
DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Management For For
FIRM
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
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
* 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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting *Management Position Unknown
COMMENT. 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
NESTLE SA, CHAM UND VEVEY OGM MEETING DATE: 04/14/2005
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: 3056044, 7123870
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management For *Management Position Unknown
OF NESTLE S.A. AND THE NESTLE GROUP; ACKNOWLEDGE
THE REPORTS OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management For *Management Position Unknown
THE MANAGEMENT
3. APPROVE THE DECISION ON THE APPROPRIATION OF Management For *Management Position Unknown
PROFIT, RESULTING FROM THE BALANCE SHEET OF NESTLE
S.A.
4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management Against *Management Position Unknown
OF ASSOCIATION, REGARDING ORGANIZATION OF THE
BOARD OF DIRECTORS
4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management For *Management Position Unknown
ARTICLES OF ASSOCIATION, REGARDING TERM OF THE
OFFICE AND ELECTION OF THE BOARD OF DIRECTORS
4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management Against *Management Position Unknown
REGARDING RIGHT OF SHAREHOLDERS TO THE COMPLETE
THE AGENDA
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown
6. ELECT THE AUDITORS 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 212608, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-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
THE E.W. SCRIPPS COMPANY SSP ANNUAL MEETING DATE:
04/14/2005
ISSUER: 811054 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
DAVID A. GALLOWAY Management For For
NICHOLAS B. PAUMGARTEN Management Withheld Against
RONALD W. TYSOE Management For For
JULIE A. WRIGLEY Management For For
U.S. BANCORP USB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 902973 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
JOEL W. JOHNSON Management Withheld Against
DAVID B. O'MALEY Management For For
O'DELL M. OWENS MD, MPH Management For For
CRAIG D. SCHNUCK Management Withheld Against
WARREN R. STALEY Management For For
02 RATIFY SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
AUDITOR FOR THE 2005 FISCAL YEAR.
03 AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE Management For For
SUPERMAJORITY VOTING.
04 SHAREHOLDER PROPOSAL: PERFORMANCE VESTING SHARES. Shareholder Against For
05 SHAREHOLDER PROPOSAL: PROHIBITION ON TAX AND Shareholder Against For
NON-AUDIT WORK BY INDEPENDENT AUDITORS.
WACHOVIA CORPORATION WB ANNUAL MEETING DATE: 04/19/2005
ISSUER: 929903 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JOHN D. BAKER, II* Management For For
PETER C. BROWNING* Management For For
DONALD M. JAMES* Management For For
VAN L. RICHEY* Management For For
G. KENNEDY THOMPSON* Management For For
JOHN C. WHITAKER, JR.* Management For For
WALLACE D. MALONE, JR** Management For For
ROBERT J. BROWN*** Management For For
02 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Management For For
OF KPMG LLP AS AUDITORS FOR THE YEAR 2005.
CARREFOUR SA MIX MEETING DATE: 04/20/2005
ISSUER: F13923119 ISIN: FR0000120172 BLOCKING
SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
* PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting *Management Position Unknown
ON 11 APR 2005 HAS BEEN POSTPONED TO 20 APR 2005.
PLEASE ALSO NOTE THE 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.
* 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
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 221840 DUE TO THE CHANGE IN MEETING DATE AND
ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
PLEASE ALSO NOTE THE NEW CUT-OFF DATE. THANK
YOU.
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS
AND APPROVE THE FINANCIAL STATEMENTS AND THE
BALANCE SHEET FOR THE YEAR 2004, IN THE FORM
PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT
PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS
FOR THE PERFORMANCE OF ITS DUTIES DURING THE
SAID FY
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
AND RESOLVE TO APPROPRIATE THE LOSSES AS FOLLOWS:
FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,000.83
PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94
DISTRIBUTABLE PROFITS: EUR 1,208,220,896.11;
GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD
ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE
THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS
REQUIRED BY LAW
O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management For *Management Position Unknown
AS DIRECTOR
O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown
PAROMA BY CARREFOUR DATED 09 MAR 2005, UNDER
WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS OF EUR 2,914,653,426.38,
WITH THE CORRESPONDING TAKING-OVER OF ALL ITS
LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH
OF EUR 2,908,226,101.05 AND APPROVE ALL THE TERMS
OF THIS PROJECT TO INCREASE THE SHARE CAPITAL
BY EUR 197,896,500.00, BY THE CREATION, WITH
AN OVERALL SHARE PREMIUM OF EUR 2,710,329,601.05,
OF 79,158,600 COMPANY S FULLY PAID-UP SHARES
OF A PAR VALUE OF EUR 2.50 EACH, TO BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY,
WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES
AGAINST 3 PAROMA SHARES, BEARING AN ACCRUING
DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL
OF PRESENT RESOLUTION, THE GENERAL MEETING RECORDS
THAT THE AMALGAMATION-MERGER OF PAROMA IS DEFINITELY
COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD
79,159,435 CARREFOUR SHARES; APPROVE TO CANCEL
THESE SHARES, RESULTING IN A CAPITAL DECREASE
OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL
OF CARREFOUR WILL BE DECREASED FROM EUR 1,960,695,375.00
A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06
CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE
TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06
CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET
VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT
OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED,
SHALL BE CHARGED TO THE MERGER PREMIUM, THUS
AMOUNTING TO EUR 51,359,621.93; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION
CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL
IS SET AT EUR 1,762,796,790.00 AND IS DIVIDED
INTO 705,118,716 SHARES, EACH OF A PAR VALUE
OF EUR 2.50 EACH
O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management For *Management Position Unknown
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD ACCORDINGLY,
AMEND THE FOLLOWING ARTICLES OF ASSOCIATION:
ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE
THE CURRENT ARTICLES FROM 14 TO 19 RELATING TO
THE MANAGEMENT OF THE COMPANY
O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION
O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown
BOARD FOR A PERIOD OF 4 YEARS
O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management For *Management Position Unknown
OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE
TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT
AS THE STATUTORY AUDITOR OF THE COMPANY AND ITS
NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES
O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE
PRICE: EUR 75.00 MAXIMUM NUMBER OF SHARES TO
BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES.
AUTHORITY EXPIRES AT THE END OF18 MONTHS IT
CANCELS AND REPLACES THE DELEGATION GIVEN BY
THE GENERAL MEETING OF 27 APR 2004
O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management For *Management Position Unknown
THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES
TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES
AND EXECUTIVES, THE NUMBER OF SHARES SHALL NOT
EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY
EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE
THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLING THE SHARES FIELD
BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE
PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES
CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10%
OF THE CAPITAL AUTHORITY EXPIRES AT THE END
OF 18 MONTHS IT CANCELS AND REPLACES THE DELEGATION
GIVEN BY THE GENERAL MEETING OF 27 APR 2004
E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
THE DELEGATION OF AUTHORITY PREVIOUSLY GIVEN
TO THE BOARD OF DIRECTORS IN ORDER TO GRANT,
IN ONE OR MORE TRANSACTIONS, OPTIONS GIVING THE
RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT
OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR
OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION
15 OF THE EGM OF 27 APR 2004
E.22 APPROVE THE POWERS FOR FORMALITIES Management For *Management Position Unknown
AGCO CORPORATION AG ANNUAL MEETING DATE: 04/21/2005
ISSUER: 001084 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HERMAN CAIN Management For For
WOLFGANG DEML Management For For
DAVID E. MOMOT Management For For
MARTIN RICHENHAGEN Management For For
TEXAS INSTRUMENTS INCORPORATED TXN ANNUAL MEETING DATE: 04/21/2005
ISSUER: 882508 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
J.R. ADAMS Management For For
D.L. BOREN Management For For
D.A. CARP Management For For
C.S. COX Management For For
T.J. ENGIBOUS Management For For
G.W. FRONTERHOUSE Management For For
D.R. GOODE Management For For
P.H. PATSLEY Management For For
W.R. SANDERS Management For For
R.J. SIMMONS Management For For
R.K. TEMPLETON Management For For
C.T. WHITMAN Management For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Management For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Management For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Management For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
AMERICAN ELECTRIC POWER COMPANY, INC AEP ANNUAL MEETING DATE: 04/26/2005
ISSUER: 025537 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
E.R. BROOKS Management Withheld Against
D.M. CARLTON Management For For
J.P. DESBARRES Management For For
R.W. FRI Management For For
W.R. HOWELL Management For For
L.A. HUDSON, JR. Management For For
M.G. MORRIS Management For For
L.L. NOWELL III Management For For
R.L. SANDOR Management For For
D.G. SMITH Management For For
K.D. SULLIVAN Management For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
03 APPROVAL OF AMENDED AND RESTATED AEP SYSTEM LONG-TERM Management For For
INCENTIVE PLAN
04 SHAREHOLDER PROPOSAL REGARDING SUPPLEMENTAL EXECUTIVE Shareholder For Against
RETIREMENT PLANS
SCHERING-PLOUGH CORPORATION SGP ANNUAL MEETING DATE: 04/26/2005
ISSUER: 806605 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
HANS W. BECHERER Management For For
KATHRYN C. TURNER Management For For
ROBERT F.W. VAN OORDT Management For For
02 RATIFICATION OF DESIGNATION OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS Shareholder For Against
04 SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shareholder Against For
THE PNC FINANCIAL SERVICES GROUP, IN PNC ANNUAL MEETING DATE: 04/26/2005
ISSUER: 693475 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. CHELLGREN Management For For
MR. CLAY Management For For
MR. COOPER Management For For
MR. DAVIDSON Management For For
MR. KELSON Management For For
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
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Management For For
OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
FOR 2005.
MILLIPORE CORPORATION MIL ANNUAL MEETING DATE: 04/27/2005
ISSUER: 601073 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MELVIN D. BOOTH Management For For
MAUREEN A. HENDRICKS Management For For
MARTIN D. MADAUS Management For For
02 ADOPTION OF THE AMENDMENTS TO THE MILLIPORE CORPORATION Management For For
1999 STOCK INCENTIVE PLAN.
BAKER HUGHES INCORPORATED BHI ANNUAL MEETING DATE: 04/28/2005
ISSUER: 057224 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
LARRY D. BRADY Management For For
CLARENCE P. CAZALOT, JR Management Withheld Against
ANTHONY G. FERNANDES Management For For
J. LARRY NICHOLS Management Withheld Against
02 RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY Management For For
S INDEPENDENT AUDITOR FOR FISCAL YEAR 2005.
03 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Management For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
04 STOCKHOLDER PROPOSAL NO. 1 REGARDING MAJORITY Shareholder For Against
VOTES PROTOCOL.
PEARSON PLC AGM MEETING DATE: 04/29/2005
ISSUER: G69651100 ISIN: GB0006776081
SEDOL: 0677608, 5684283
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For *Management Position Unknown
OF THE DIRECTORS OF THE COMPANY DIRECTORS AND
AUDITORS OF THE COMPANY AUDITORS FOR YE 31
DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
AS RECOMMENDED BY THE DIRECTORS
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For *Management Position Unknown
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For *Management Position Unknown
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For *Management Position Unknown
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For *Management Position Unknown
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; 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
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For *Management Position Unknown
CAPITAL OF THE COMPANY OF GBP 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For *Management Position Unknown
BOARD , PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 PASSED
AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89(1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown
OF THE COMPANY S ARTICLES, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END 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
WEIGHT WATCHERS INTERNATIONAL, INC. WTW ANNUAL MEETING DATE: 04/29/2005
ISSUER: 948626 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
RAYMOND DEBBANE Management For For
JONAS M. FAJGENBAUM Management For For
JOHN F. BARD Management For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
THE DUN & BRADSTREET CORPORATION DNB ANNUAL MEETING DATE: 05/03/2005
ISSUER: 26483E ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
STEVEN W. ALESIO Management For For
RONALD L. KUEHN, JR. Management For For
NAOMI O. SELIGMAN Management For For
MICHAEL J. WINKLER Management For For
02 RATIFY SELECTION OF INDEPENDENT AUDITORS. Management For For
03 APPROVE THE AMENDED AND RESTATED THE DUN & BRADSTREET Management Against Against
CORPORATION 2000 STOCK INCENTIVE PLAN.
04 APPROVE THE AMENDED 2000 DUN & BRADSTREET CORPORATION Management Against Against
NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN.
AMERADA HESS CORPORATION AHC ANNUAL MEETING DATE: 05/04/2005
ISSUER: 023551 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. HOLIDAY Management For For
J.J. O'CONNOR Management For For
F.B. WALKER Management For For
R.N. WILSON Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2005.
CSX CORPORATION CSX ANNUAL MEETING DATE: 05/04/2005
ISSUER: 126408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
E.E. BAILEY Management For For
SEN. J.B. BREAUX Management For For
E.J. KELLY, III Management For For
R.D. KUNISCH Management For For
S.J. MORCOTT Management For For
D.M. RATCLIFFE Management For For
C.E. RICE Management For For
W.C. RICHARDSON Management For For
F.S. ROYAL, M.D. Management For For
D.J. SHEPARD Management For For
M.J. WARD Management For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING NON-DEDUCTIBLE Shareholder Against For
EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE. Shareholder For Against
COOPER CAMERON CORPORATION CAM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 216640 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PETER J. FLUOR Management For For
DAVID ROSS III Management For For
BRUCE W. WILKINSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
03 VOTE ON MANAGEMENT INCENTIVE COMPENSATION PLAN. Management For For
04 VOTE ON 2005 EQUITY INCENTIVE PLAN. Management For For
ENGELHARD CORPORATION EC ANNUAL MEETING DATE: 05/05/2005
ISSUER: 292845 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BARRY W. PERRY Management For For
DOUGLAS G. WATSON Management For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
MILLENNIUM PHARMACEUTICALS, INC. MLNM ANNUAL MEETING DATE: 05/05/2005
ISSUER: 599902 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management
MARK J. LEVIN Management Withheld Against
A. GRANT HEIDRICH, III Management For For
KENNETH E. WEG Management For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
FIRST DATA CORPORATION FDC ANNUAL MEETING DATE: 05/11/2005
ISSUER: 319963 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
ALISON DAVIS Management For For
JAMES D. ROBINSON III Management For For
BERNARD L. SCHWARTZ Management For For
ARTHUR F. WEINBACH Management For For
02 THE APPROVAL OF AN INCREASE IN THE NUMBER OF Management For For
SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
STOCK PURCHASE PLAN BY 6,000,000 SHARES OF THE
COMPANY S COMMON STOCK.
03 THE APPROVAL OF AMENDMENTS TO THE COMPANY S SENIOR Management For For
EXECUTIVE INCENTIVE PLAN.
04 THE RATIFICATION OF THE SELECTION OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR 2005.
05 SHAREHOLDER PROPOSAL ON JOB LOSS AND DISLOCATION Shareholder Against For
IMPACT STATEMENT.
06 SHAREHOLDER PROPOSAL ON DIRECTOR LIABILITY. Shareholder Against For
UNILEVER PLC UL ANNUAL MEETING DATE: 05/11/2005
ISSUER: 904767 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 TO RECEIVE THE REPORT AND ACCOUNTS FOR THE YEAR Management For For
ENDED DECEMBER 31, 2004.
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
FOR THE YEAR ENDED DECEMBER 31, 2004.
03 TO DECLARE A DIVIDEND OF 12.82 PENCE ON THE ORDINARY Management For For
SHARES.
04 DIRECTOR Management For
PJ CESCAU Management For For
CJ VAN DER GRAAF Management For For
RHP MARKHAM Management For For
RD KUGLER* Management For For
A BURGMANS 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
H KOPPER Management For For
LORD SIMON Management For For
J VAN DER VEER Management For For
17 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For For
OF THE COMPANY.
18 TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS Management For For
REMUNERATION.
19 TO RENEW THE AUTHORITY TO DIRECTORS TO ISSUE Management For For
SHARES.
20 TO RENEW THE AUTHORITY TO DIRECTORS TO DISAPPLY Management For For
PRE-EMPTION RIGHTS.
21 TO RENEW THE AUTHORITY TO THE COMPANY TO PURCHASE Management For For
ITS OWN SHARES.
22 TO CHANGE THE ARTICLES IN RELATION TO THE APPOINTMENT Management For For
OF A GROUP CHIEF EXECUTIVE.
23 TO CHANGE THE ARTICLES IN RELATION TO DIRECTORS Management For For
INDEMNIFICATION.
24 TO APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For For
PLAN 2005.
25 TO APPROVE THE UNILEVER PLC 2005 SHARESAVE PLAN. Management For For
ALLEGHENY ENERGY, INC. AYE ANNUAL MEETING DATE: 05/12/2005
ISSUER: 017361 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
H. FURLONG BALDWIN Management For For
ELEANOR BAUM Management For For
PAUL J. EVANSON Management For For
CYRUS F. FREIDHEIM, JR. Management For For
JULIA L. JOHNSON Management For For
TED J. KLEISNER Management For For
STEVEN H. RICE Management For For
GUNNAR E. SARSTEN Management For For
MICHAEL H. SUTTON Management For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 STOCKHOLDER PROPOSAL REQUIRING MANAGEMENT TO Shareholder For Against
RETAIN STOCK.
04 STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shareholder For Against
BOARD CHAIRMAN.
05 STOCKHOLDER PROPOSAL TO DISCOURAGE ANY OVEREXTENDED Shareholder Against For
DIRECTORS.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shareholder For Against
OPTIONS.
TRANSOCEAN INC. RIG ANNUAL MEETING DATE: 05/12/2005
ISSUER: G90078 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JUDY J. KELLY Management For For
ROBERTO MONTI Management For For
IAN C. STRACHAN Management For For
02 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK Management For For
PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY
SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM
2,500,000 TO 3,500,000.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Management For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
OFFICE DEPOT, INC. ODP ANNUAL MEETING DATE: 05/13/2005
ISSUER: 676220 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 A. MCKAY Management For For
MICHAEL J. MYERS Management For For
STEVE ODLAND Management For For
02 TO RATIFY OUR AUDIT COMMITTEE S APPOINTMENT OF Management For For
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS
FOR THE TERM DESCRIBED IN THIS PROXY STATEMENT.
03 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING: Shareholder Against For
(I) THAT OUR BOARD AMEND THE BYLAWS TO PROVIDE
THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED
BY THE INTERNAL REVENUE CODE FOR DEDUCTIBILITY
OF EMPLOYEE REMUNERATION AND CERTAIN OTHER MATTERS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING Shareholder Against For
THAT OUR BOARD OF DIRECTORS AMEND THE GOVERNANCE
DOCUMENTS (CERTIFICATE OF INCORPORATION OR BYLAWS)
OF THE COMPANY TO PROVIDE THAT DIRECTOR NOMINEES
SHALL BE ELECTED BY THE AFFIRMATIVE VOTE OF THE
MAJORITY OF THE VOTES CAST AT AN ANNUAL MEETING
OF SHAREHOLDERS.
WEATHERFORD INTERNATIONAL LTD. WFT ANNUAL MEETING DATE: 05/13/2005
ISSUER: G95089 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management 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
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
TO SET ERNST & YOUNG LLP S REMUNERATION.
PRINCIPAL FINANCIAL GROUP, INC. PFG ANNUAL MEETING DATE: 05/17/2005
ISSUER: 74251V ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BETSY J. BERNARD Management For For
JOCELYN CARTER-MILLER Management For For
GARY E. COSTLEY Management For For
WILLIAM T. KERR Management For For
02 APPROVAL OF 2005 DIRECTORS STOCK PLAN Management For For
03 RATIFICATION OF AUDITORS Management For For
04 APPROVAL OF 2005 STOCK INCENTIVE PLAN Management For For
SOUTHWEST AIRLINES CO. LUV ANNUAL MEETING DATE: 05/18/2005
ISSUER: 844741 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
COLLEEN C. BARRETT Management For For
GARY C. KELLY Management For For
JOHN T. MONTFORD Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 05/19/2005
ISSUER: 12686C 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 2005.
RADIOSHACK CORPORATION RSH ANNUAL MEETING DATE:
05/19/2005
ISSUER: 750438 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
FRANK J. BELATTI Management For For
DAVID J. EDMONDSON Management For For
RONALD E. ELMQUIST Management For For
ROBERT S. FALCONE Management For For
DANIEL R. FEEHAN Management For For
RICHARD J. HERNANDEZ Management For For
ROBERT J. KAMERSCHEN Management For For
GARY M. KUSIN Management For For
H. EUGENE LOCKHART Management For For
JACK L. MESSMAN Management For For
WILLIAM G. MORTON, JR. Management For For
THOMAS G. PLASKETT Management For For
LEONARD H. ROBERTS Management For For
EDWINA D. WOODBURY Management For For
TIME WARNER INC. TWX ANNUAL MEETING DATE: 05/20/2005
ISSUER: 887317 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
JESSICA P. EINHORN 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
DEBORAH C. WRIGHT Management For For
02 RATIFICATION OF AUDITORS. Management For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shareholder Against For
NRG ENERGY, INC. NRG ANNUAL MEETING DATE: 05/24/2005
ISSUER: 629377 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
LAWRENCE S. COBEN Management For For
HERBERT H. TATE Management For For
WALTER R. YOUNG Management For For
02 AMENDMENT TO ARTICLE SEVEN OF THE AMENDED AND Management For For
RESTATED CERTIFICATE OF INCORPORATION
03 AMENDMENT DELETING ARTICLE SIXTEEN OF THE AMENDED Management For For
AND RESTATED CERTIFICATE OF INCORPORATION
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Management For For
ACCOUNTING FIRM
GLAXOSMITHKLINE PLC GSK ANNUAL MEETING DATE: 05/25/2005
ISSUER: 37733W ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
O2 REMUNERATION REPORT Management For For
O4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR Management For For
O6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A DIRECTOR Management For For
O7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For For
O8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR Management For For
O9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR Management For For
O10 RE-APPOINTMENT OF AUDITORS Management For For
O11 REMUNERATION OF AUDITORS Management For For
S12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Management For For
EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL
EXPENDITURE
S13 DISAPPLICATION OF PRE-EMPTION RIGHTS* Management For For
S14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN Management For For
SHARES*
S15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF Management For For
ASSOCIATION*
S16 DELETION OF ARTICLE 154.2 OF ARTICLES OF ASSOCIATION* Management For For
S17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF ASSOCIATION* Management For For
O5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR Management For For
O1 DIRECTORS REPORT AND FINANCIAL STATEMENTS Management For For
O3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Management For For
MCAFEE, INC. ANNUAL MEETING DATE: 05/25/2005
ISSUER: 579064 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
MR. ROBERT BUCKNAM Management For For
MS. LIANE WILSON Management For For
02 TO AMEND OUR 1997 STOCK INCENTIVE PLAN. Management For For
03 TO AMEND OUR 2002 EMPLOYEE STOCK PURCHASE PLAN. Management For For
04 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For For
LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE YEAR ENDING DECEMBER 31, 2005.
MINERALS TECHNOLOGIES INC. MTX ANNUAL MEETING DATE: 05/25/2005
ISSUER: 603158 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
PAULA H.J. CHOLMONDELEY Management For For
DUANE R. DUNHAM Management For For
STEVEN J. GOLUB Management For For
JEAN-PAUL VALLES Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Management For For
PUBLIC ACCOUNTING FIRM.
SEI INVESTMENTS COMPANY SEIC ANNUAL MEETING DATE: 05/25/2005
ISSUER: 784117 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
SARAH W. BLUMENSTEIN Management For For
KATHRYN M. MCCARTHY Management For For
HENRY H. PORTER, JR. Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS SEI INVESTMENTS COMPANY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS FOR 2005.
GAMESA CORPORACION TECNOLOGICA SA OGM MEETING DATE: 06/01/2005
ISSUER: E54667113 ISIN: ES0143416115
SEDOL: B01CP21, B01D7H3, B01QLN6
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For *Management Position Unknown
PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS;
THE MANAGEMENT REPORT OF GAMESA CORPORACION TECHNOLOGICAL,
SOCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP,
FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF
DIRECTORS, RESOLUTIONS CONCERNING APPLICATION
OF PROFITS AND DIVIDEND DISTRIBUTION
2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For *Management Position Unknown
THE DERIVATIVE ACQUISITION OF WON SHARES, EITHER
DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE
TERMS AGREED BY THE GENERAL MEETING AND WITHIN
THE LIMITS AND REQUIREMENTS PROVIDED BY LAW,
THEN PROCEEDING TO THEIR SALE
3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For *Management Position Unknown
THE FINANCIAL AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE
42 OF THE COMMERCIAL CODE AND SECTION 204 OF
THE SPANISH LIMITED COMPANIES CONSOLIDATION ACT,
TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS
4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For *Management Position Unknown
OF DIRECTORS BY MEANS OF CO-OPTATION
5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For *Management Position Unknown
DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AS WELL AS FOR THEIR PUBLIC RECORDING
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
WAL-MART STORES, INC. WMT ANNUAL MEETING DATE: 06/03/2005
ISSUER: 931142 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
JAMES W. BREYER Management For For
M. MICHELE BURNS Management For For
DOUGLAS N. DAFT Management For For
DAVID D. GLASS Management For For
ROLAND A. HERNANDEZ Management For For
JOHN D. OPIE Management For For
J. PAUL REASON Management For For
H. LEE SCOTT, JR. Management For For
JACK C. SHEWMAKER Management For For
JOSE H. VILLARREAL Management For For
JOHN T. WALTON Management For For
S. ROBSON WALTON Management For For
CHRISTOPHER J. WILLIAMS Management For For
LINDA S. WOLF Management For For
02 APPROVAL OF THE WAL-MART STORES, INC. STOCK INCENTIVE Management For For
PLAN OF 2005, AS AMENDED
03 RATIFICATION OF INDEPENDENT ACCOUNTANTS Management For For
04 A SHAREHOLDER PROPOSAL REGARDING AN EXECUTIVE Shareholder For Against
COMPENSATION FRAMEWORK
05 A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shareholder For Against
REPORT
06 A SHAREHOLDER PROPOSAL REGARDING AN EQUITY COMPENSATION Shareholder For Against
REPORT
07 A SHAREHOLDER PROPOSAL REGARDING A POLITICAL Shareholder Against For
CONTRIBUTIONS REPORT
08 A SHAREHOLDER PROPOSAL REGARDING AN EQUAL EMPLOYMENT Shareholder For Against
OPPORTUNITY REPORT
09 A SHAREHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION Shareholder For Against
MAJORITY VOTE STANDARD
10 A SHAREHOLDER PROPOSAL REGARDING BOARD INDEPENDENCE Shareholder Against For
11 A SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-VESTING Shareholder Against For
SHARES
STAPLES, INC. SPLS ANNUAL MEETING DATE: 06/13/2005
ISSUER: 855030 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
01 DIRECTOR Management For
BRENDA C. BARNES Management For For
MARY ELIZABETH BURTON Management For For
RICHARD J. CURRIE Management For For
ROWLAND T. MORIARTY Management For For
02 TO APPROVE STAPLES AMENDED AND RESTATED 2004 Management For For
STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
04 TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM OR Shareholder Against For
VOTE POISON PILL.
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 8/15/05
-------