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 811-7338
CAPITAL WORLD GROWTH AND INCOME FUND, INC.
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(Exact name of registrant as specified in charter)
333 South Hope Street
Los Angeles, California 90071
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(Address of principal executive offices) (Zip code)
Vincent P. Corti
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071
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(Name and address of agent for service)
Registrant's telephone number, including area code: (213) 486-9200
Date of fiscal year end: November 30
Date of reporting period: July 1, 2003 - June 30, 2004
ITEM 1. PROXY VOTING RECORD
The information contained herein discloses the following information for each
matter relating to a portfolio security considered at any shareholder meeting
held during the period covered by the report and with respect to which the
registrant was entitled to vote:
(a) The name of the issuer of the portfolio security;
(b) The exchange ticker symbol of the portfolio security;
(c) The Council on Uniform Securities Identification Procedures ("CUSIP") number
for the portfolio security;
(d) The shareholder meeting date;
(e) A brief identification of the matter voted on;
(f) Whether the matter was proposed by the issuer or by a security holder;
(g) Whether the registrant cast its vote on the matter;
(h) How the registrant cast its vote (e.g., for or against proposal, or abstain;
for or withhold regarding election of directors); and
(i) Whether the registrant cast its vote for or against management.
WGI 0000894005
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AT&T WIRELESS SERVICES, INC. Agenda: 932119779
CUSIP: 00209A106 Meeting Type: Annual
Ticker: AWE Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 APPROVE AND ADOPT THE AGREEMENT AND Mgmt For For
PLAN OF MERGER, DATED AS OF FEBRUARY
17, 2004, BY AND AMONG AT&T WIRELESS
SERVICES, INC., CINGULAR WIRELESS
CORPORATION, CINGULAR WIRELESS LLC,
AND SOLELY WITH RESPECT TO SECTION
5.3, 6.1(B) AND ARTICLE IX OF THE
AGREEMENT AND PLAN OF MERGER, SBC
COMMUNICATIONS INC. AND BELLSOUTH
CORPORATION.
02 NOBUHARU ONO Mgmt For For
CAROLYN M. TICKNOR Mgmt For For
JOHN D. ZEGLIS Mgmt For For
03 RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS.
04 VOTE ON SHAREHOLDER PROPOSAL ON Shr Against For
EXECUTIVE COMPENSATION PROGRAM.
05 VOTE ON SHAREHOLDER PROPOSAL ON Shr Against For
DISCONTINUING CERTAIN EXECUTIVE
COMPENSATION.
06 VOTE ON SHAREHOLDER PROPOSAL ON VOTE Shr Against For
REQUIREMENT FOR DIRECTOR ELECTIONS.
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AGERE SYSTEMS INC. Agenda: 932079026
CUSIP: 00845V100 Meeting Type: Annual
Ticker: AGRA Meeting Date: 2/19/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 RICHARD L. CLEMMER Mgmt For For
JOHN T. DICKSON Mgmt For For
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AGILENT TECHNOLOGIES, INC. Agenda: 932078125
CUSIP: 00846U101 Meeting Type: Annual
Ticker: A Meeting Date: 3/2/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 JAMES G. CULLEN Mgmt For For
ROBERT L. JOSS Mgmt For For
01 WALTER B. HEWLETT Mgmt For For
02 THE RATIFICATION OF THE AUDIT AND Mgmt For For
FINANCE COMMITTEE S APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP, AS
AGILENT S INDEPENDENT AUDITORS.
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ALBERTSON'S, INC. Agenda: 932167578
CUSIP: 013104104 Meeting Type: Annual
Ticker: ABS Meeting Date: 6/10/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 PAMELA G. BAILEY Mgmt For For
TERESA BECK Mgmt For For
BETH M. PRITCHARD Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS.
03 APPROVAL OF THE ALBERTSON S, INC. Mgmt For For
2004 EQUITY AND PERFORMANCE INCENTIVE
04 SHAREHOLDER PROPOSAL REGARDING Shr Against For
MAJORITY VOTE FOR DIRECTOR ELECTIONS.
05 SHAREHOLDER PROPOSAL REGARDING SIMPLE Shr For Against
MAJORITY VOTING.
06 SHAREHOLDER PROPOSAL REGARDING Shr For Against
EXECUTIVE SEVERANCE AGREEMENTS.
07 SHAREHOLDER PROPOSAL REGARDING Shr For Against
CLASSIFIED BOARD.
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ALCAN INC. Agenda: 932107584
CUSIP: 013716105 Meeting Type: Annual
Ticker: AL Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 R. BERGER Mgmt For For
L.D. DESAUTELS Mgmt For For
T. ENGEN Mgmt For For
L.Y. FORTIER Mgmt For For
J.-P. JACAMON Mgmt For For
W.R. LOOMIS Mgmt For For
Y. MANSION Mgmt For For
C. MORIN-POSTEL Mgmt For For
J.E. NEWALL Mgmt For For
G. SAINT-PIERRE Mgmt For For
G. SCHULMEYER Mgmt For For
P.M. TELLIER Mgmt For For
01 M.K. WONG Mgmt For For
02 APPOINTMENT OF AUDITORS: Mgmt For For
PRICEWATERHOUSECOOPERS LLP
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ALLIED CAPITAL CORPORATION Agenda: 932111800
CUSIP: 01903Q108 Meeting Type: Annual
Ticker: ALD Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 WILLIAM L. WALTON Mgmt For For
JOAN M. SWEENEY Mgmt For For
BROOKS H. BROWNE Mgmt For For
ROBERT E. LONG Mgmt For For
02 THE RATIFICATION OF THE SELECTION OF Mgmt For For
KPMG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR ALLIED CAPITAL
CORPORATION FOR THE YEAR ENDING
DECEMBER 31, 2004.
03 TO APPROVE THE COMPANY S NON- Mgmt For For
QUALIFIED DEFERRED COMPENSATION PLAN
04 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S STOCK OPTION PLAN.
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THE ALLSTATE CORPORATION Agenda: 932114337
CUSIP: 020002101 Meeting Type: Annual
Ticker: ALL Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 F. DUANE ACKERMAN Mgmt For For
JAMES G. ANDRESS Mgmt For For
EDWARD A. BRENNAN Mgmt For For
W. JAMES FARRELL Mgmt For For
JACK M. GREENBERG Mgmt For For
RONALD T. LEMAY Mgmt For For
EDWARD M. LIDDY Mgmt For For
J. CHRISTOPHER REYES Mgmt For For
H. JOHN RILEY, JR. Mgmt For For
JOSHUA I. SMITH Mgmt For For
JUDITH A. SPRIESER Mgmt For For
MARY ALICE TAYLOR Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR 2004.
03 APPROVAL OF MATERIAL TERMS OF ANNUAL Mgmt For For
COVERED EMPLOYEE INCENTIVE
COMPENSATION PLAN.
04 APPROVAL OF MATERIAL TERMS OF LONG- Mgmt For For
TERM EXECUTIVE INCENTIVE COMPENSATION
PLAN.
05 PROVIDE CUMULATIVE VOTING FOR BOARD Shr For Against
OF DIRECTORS.
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ALTRIA GROUP, INC. Agenda: 932111482
CUSIP: 02209S103 Meeting Type: Annual
Ticker: MO Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ELIZABETH E. BAILEY Mgmt For For
MATHIS CABIALLAVETTA Mgmt For For
LOUIS C. CAMILLERI Mgmt For For
J. DUDLEY FISHBURN Mgmt For For
ROBERT E. R. HUNTLEY Mgmt For For
THOMAS W. JONES Mgmt For For
LUCIO A. NOTO Mgmt For For
JOHN S. REED Mgmt For For
CARLOS SLIM HELU Mgmt For For
STEPHEN M. WOLF Mgmt For For
02 RATIFICATION OF THE SELECTION OF Mgmt For For
INDEPENDENT AUDITORS
03 STOCKHOLDER PROPOSAL NO. 1 Shr Against For
04 STOCKHOLDER PROPOSAL NO. 2 Shr Against For
05 STOCKHOLDER PROPOSAL NO. 3 Shr Against For
06 STOCKHOLDER PROPOSAL NO. 4 Shr Against For
07 STOCKHOLDER PROPOSAL NO. 5 Shr Against For
08 STOCKHOLDER PROPOSAL NO. 6 Shr Against For
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AMEREN CORPORATION Agenda: 932098254
CUSIP: 023608102 Meeting Type: Annual
Ticker: AEE Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 SUSAN S. ELLIOTT Mgmt For For
CLIFFORD L. GREENWALT Mgmt For For
THOMAS A. HAYS Mgmt For For
RICHARD A. LIDDY Mgmt For For
GORDON R. LOHMAN Mgmt For For
RICHARD A. LUMPKIN Mgmt For For
JOHN PETERS MACCARTHY Mgmt For For
PAUL L. MILLER, JR. Mgmt For For
01 CHARLES W. MUELLER Mgmt For For
DOUGLAS R. OBERHELMAN Mgmt For For
GARY L. RAINWATER Mgmt For For
HARVEY SALIGMAN Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS
03 REPORT ON STORAGE OF IRRADIATED FUEL Shr Against For
RODS AT CALLAWAY
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AMERICAN ELECTRIC POWER COMPANY, INC Agenda: 932104932
CUSIP: 025537101 Meeting Type: Annual
Ticker: AEP Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 E.R. BROOKS Mgmt For For
D.M. CARLTON Mgmt For For
J.P. DESBARRES Mgmt For For
R.W. FRI Mgmt For For
W.R. HOWELL Mgmt For For
L.A. HUDSON, JR. Mgmt For For
L.J. KUJAWA Mgmt For For
M.G. MORRIS Mgmt For For
R.L. SANDOR Mgmt For For
D.G. SMITH Mgmt For For
K.D. SULLIVAN Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL REGARDING Shr For Against
SEVERENCE AGREEMENTS FOR EXECUTIVES
04 SHAREHOLDER PROPOSAL REGARDING Shr Against For
SUPPLEMENTAL EXECUTIVE RETIREMENT
05 SHAREHOLDER PROPOSAL ALLOWING Shr Against For
INDEPENDENT AUDITORS TO PERFORM ONLY
AUDIT AND AUDIT RELATED WORK
06 SHAREHOLDER PROPOSAL REGARDING TERM Shr Against For
LIMITS FOR DIRECTORS
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BCE INC Agenda: 700504081
CUSIP: 05534B109 Meeting Type: MIX
Ticker: Meeting Date: 5/26/2004 ISIN: CA05534B1094
For/Against
Proposal Type Vote Management
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Receive BCE s financial statements Non-
for the YE 31 DEC 2003, including the Voting
Auditors report
1.1 Elect Mr. Andre Berard as a Director Mgmt For *
until the end of the next annual
shareholder meeting
1.10 Elect Mr. John Hector McArthur as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.11 Elect Mr. Thomas Charles O Neill as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.12 Elect Mr. Robert Charles Pozen as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.13 Elect Mr. Michael Jonathan Sabia as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.14 Elect Mr. Paul Mathias Tellier as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.15 Elect Mr. Victor Leyland Young as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.2 Elect Mr. Ronald Alvin Brenneman as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.3 Elect Mr. Richard James Currie as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.4 Elect Mr. Anthony Smithson Fell as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.5 Elect Mr. Donna Soble Kaufman as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.6 Elect Mr. Thomas Edward Kierans as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.7 Elect Mr. Brian Michael Levitt as a Mgmt For *
Director until the end of the next
annual shareholder meeting
1.8 Elect The Honourable Edward C. Lumley Mgmt For *
as a Director until the end of the
next annual shareholder meeting
1.9 Elect Ms. Judith Maxwell as a Mgmt For *
Director until the end of the next
annual shareholder meeting
2. Appoint Deloitte & Touche LLP as the Mgmt For *
Auditors until the end of the next
annual shareholder meeting
3.1 PLEASE NOTE THAT THIS RESOLUTION IS A Mgmt For *
SHAREHOLDER PROPOSAL AND THE
MANAGEMENT SUPPORTS THIS PROPOSAL:
Approve to disclose the Directorships
of each Nominee Director for past
five years
3.2 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to
prohibit the CEO from serving on the
Board of another listed Company
3.3 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve the
supplemental disclosure of executive
pension plans
3.4 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that
all insiders to give 10 days notice
of intent to trade in any BCE
3.5 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to
prohibit Auditors from providing any
services other than audit and audit-
related services
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BANK OF AMERICA CORPORATION Agenda: 932152666
CUSIP: 060505104 Meeting Type: Annual
Ticker: BAC Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 WILLIAM BARNET, III Mgmt For For
CHARLES W. COKER Mgmt For For
JOHN T. COLLINS Mgmt For For
GARY L. COUNTRYMAN Mgmt For For
PAUL FULTON Mgmt For For
CHARLES K. GIFFORD Mgmt For For
DONALD E. GUINN Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
KENNETH D. LEWIS Mgmt For For
WALTER E. MASSEY Mgmt For For
THOMAS J. MAY Mgmt For For
C. STEVEN MCMILLAN Mgmt For For
EUGENE M. MCQUADE Mgmt For For
PATRICIA E. MITCHELL Mgmt For For
EDWARD L. ROMERO Mgmt For For
THOMAS M. RYAN Mgmt For For
O. TEMPLE SLOAN, JR. Mgmt For For
MEREDITH R. SPANGLER Mgmt For For
01 JACKIE M. WARD Mgmt For For
02 RATIFICATION OF INDEPENDENT PUBLIC Mgmt For For
ACCOUNTANTS
03 STOCKHOLDER PROPOSAL - ANNUAL MEETING Shr Against For
DATE
04 STOCKHOLDER PROPOSAL - NOMINATION OF Shr Against For
DIRECTORS
05 STOCKHOLDER PROPOSAL - CHARITABLE Shr Against For
CONTRIBUTIONS
06 STOCKHOLDER PROPOSAL - MUTUAL FUND Shr Against For
TRADING POLICIES
07 STOCKHOLDER PROPOSAL - PRIVACY AND Shr Against For
INFORMATION SECURITY
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BANK OF AMERICA CORPORATION Agenda: 932091692
CUSIP: 060505104 Meeting Type: Special
Ticker: BAC Meeting Date: 3/17/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 ADOPTION OF THE MERGER AGREEMENT Mgmt For For
02 ADOPTION OF BANK OF AMERICA S AMENDED Mgmt Against Against
STOCK PLAN
03 ADOPTION OF AN AMENDMENT TO INCREASE Mgmt For For
THE NUMBER OF AUTHORIZED SHARES OF
BANK OF AMERICA COMMON STOCK
04 APPROVAL OF PROPOSAL TO ADJOURN THE Mgmt For For
BANK OF AMERICA SPECIAL MEETING, IF
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES
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BANK OF NOVA SCOTIA Agenda: 700452422
CUSIP: 064149107 Meeting Type: AGM
Ticker: Meeting Date: 3/2/2004 ISIN: CA0641491075
For/Against
Proposal Type Vote Management
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Receive the financial statements for Non-
the FYE 31 OCT 2003 and the Auditors Voting
report on the statements
1.1 Elect Mr. Ronald A. Brenneman as a Mgmt For *
Director
1.10 Elect Ms. Elizabeth Parr-Johnston as Mgmt For *
a Director
1.11 Elect Mr. Arthur R.A. Scace as a Mgmt For *
Director
1.12 Elect Mr. Gerald W. Schwartz as a Mgmt For *
Director
1.13 Elect Mr. Allan C. Shaw as a Director Mgmt For *
1.14 Elect Mr. Paul D. Sobey as a Director Mgmt For *
1.15 Elect Mr. Richard E. Waugh as a Mgmt For *
Director
1.2 Elect Mr. C.J. Chen as a Director Mgmt For *
1.3 Elect Mr. N. Ashleigh Everett as a Mgmt For *
Director
1.4 Elect Mr. M. Keith Goodrich as a Mgmt For *
Director
1.5 Elect Mr. John C. Kerr as a Director Mgmt For *
1.6 Elect The Honorable Michael J.L. Mgmt For *
Kirby as a Director
1.7 Elect Mr. Laurent Lemaire as a Mgmt For *
1.8 Elect Mr. John T. Mayberry as a Mgmt For *
Director
1.9 Elect The Honorable Barbara J. Mgmt For *
McDougall as a Director
2. Appoint PricewaterhouseCoopers LLP Mgmt For *
and KPMG LLP as the Auditors of the
4. Amend the Bank s Stock Option Plan to Mgmt For *
provide that the number of common
shares of The Bank of Nova Scotia
issuable pursuant to the exercise of
options under the Bank s Stock Option
Plan be increased by an additional
8,000,000 common shares
5. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to
adopt a By-law prohibiting the Chief
Executive Officer from sitting on the
Board of another unrelated
Corporation listed on a stock
6. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to
disclose the total value of the
pension benefits granted to each of
the Corporation s Senior Executives
as well as the related annual costs
and declare any actuarial deficit of
such plans
7. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to
adopt a By-law to force Senior
Executives and any other insiders to
give a 10 calendar day prior notice
before trading shares of the
Corporation, including the exercise
S.3 Amend the Bank s By-law No. 1 to Mgmt For *
increase the maximum annual aggregate
remuneration which may be paid to
the Directors by deleting the amount
CAD 2,000,000 and substituting with
the amount CAD 3,500,000 in Section
3.13 of By-law No. 1
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BARRICK GOLD CORPORATION Agenda: 932107724
CUSIP: 067901108 Meeting Type: Special
Ticker: ABX Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 H. L. BECK Mgmt For For
C. W. D. BIRCHALL Mgmt For For
G. CISNEROS Mgmt For For
M. A. COHEN Mgmt For For
P. A. CROSSGROVE Mgmt For For
P. C. GODSOE Mgmt For For
A. A. MACNAUGHTON Mgmt For For
B. MULRONEY Mgmt For For
A. MUNK Mgmt For For
P. MUNK Mgmt For For
J. L. ROTMAN Mgmt For For
J. E. THOMPSON Mgmt For For
G. C. WILKINS Mgmt For For
02 RESOLUTION APPROVING THE APPOINTMENT Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS THE
AUDITORS OF BARRICK AND AUTHORIZING
THE DIRECTORS TO FIX THEIR
REMUNERATION.
03 RESOLUTION APPROVING THE STOCK OPTION Mgmt For For
PLAN (2004) OF BARRICK.
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BERKSHIRE HATHAWAY INC. Agenda: 932104071
CUSIP: 084670108 Meeting Type: Annual
Ticker: BRKA Meeting Date: 5/3/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 WARREN E. BUFFETT Mgmt For For
CHARLES T. MUNGER Mgmt For For
SUSAN T. BUFFETT Mgmt For For
HOWARD G. BUFFETT Mgmt For For
MALCOLM G. CHACE Mgmt For For
DAVID S. GOTTESMAN Mgmt For For
01 CHARLOTTE GUYMAN Mgmt For For
DONALD R. KEOUGH Mgmt For For
THOMAS S. MURPHY Mgmt For For
RONALD L. OLSON Mgmt For For
WALTER SCOTT, JR. Mgmt For For
02 SHAREHOLDER PROPOSAL: TO APPROVE THE Shr Against For
STOCKHOLDER PROPOSAL WITH RESPECT TO
POLITICAL CONTRIBUTIONS.
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BRASCAN CORP Agenda: 700490422
CUSIP: 10549P606 Meeting Type: MIX
Ticker: Meeting Date: 4/30/2004 ISIN: CA10549P6066
For/Against
Proposal Type Vote Management
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Receive the annual report to the Non-
shareholders, including the Voting
consolidated financial statements of
the Corporation for the FYE 31 DEC
2003 together with the Auditors
report thereon
2.1 Elect Honourable James J. Blanchard Mgmt For *
as a Director for the ensuing year
2.10 Elect Honourable J. Trevor Eyton as a Mgmt For *
Director for the ensuing year
2.11 Elect Mr. J. Bruce Flatt as a Mgmt For *
Director for the ensuing year
2.12 Elect Mr. James K. Gray as a Director Mgmt For *
for the ensuing year
2.13 Elect Ms. Lynda C. Hamilton as a Mgmt For *
Director for the ensuing year
2.14 Elect Mr. Robert J. Harding as a Mgmt For *
Director for the ensuing year
2.15 Elect Mr. David W. Kerr as a Director Mgmt For *
for the ensuing year
2.16 Elect Mr. George E. Myhal as a Mgmt For *
Director for the ensuing year
2.2 Elect Ms. Julia E. Foster as a Mgmt For *
Director for the ensuing year
2.3 Elect Mr. Philip B. Lind as a Mgmt For *
Director for the ensuing year
2.4 Elect Honourable Roy Mac Laren as a Mgmt For *
Director for the ensuing year
2.5 Elect Mr. G. Wallace F. Mc Cain as a Mgmt For *
Director for the ensuing year
2.6 Elect Dr. Jack M. Mintz as a Director Mgmt For *
for the ensuing year
2.7 Elect Mr. Saul Shulman as a Director Mgmt For *
for the ensuing year
2.8 Elect Mr. George S. Taylor as a Mgmt For *
Director for the ensuing year
2.9 Elect Mr. Jack L. Cockwell as a Mgmt For *
Director for the ensuing year
3. Approve the amendment to the Mgmt For *
Corporation s Management Share Option
Plan increasing the number of Class A
Limited Voting Shares which may be
issued under the Plan as specified
4. Appoint Deloitte & Touche LLP as the Mgmt For *
Auditors for the ensuing year and
authorize the Directors to fix their
remuneration
S.1 Amend the Articles of the Corporation Mgmt For *
to reduce the number of the
Directors from 18 to16
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BRISTOL-MYERS SQUIBB COMPANY Agenda: 932113347
CUSIP: 110122108 Meeting Type: Annual
Ticker: BMY Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
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01 P.R. DOLAN Mgmt For For
L.V. GERSTNER, JR. Mgmt For For
L. JOHANSSON Mgmt For For
02 APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
03 PUBLICATION OF POLITICAL Shr Against For
04 PROHIBITION OF POLITICAL Shr Against For
05 SEPARATION OF CHAIRMAN AND CEO Shr Against For
POSITIONS
06 HIV/AIDS-TB-MALARIA Shr Against For
07 DIRECTOR VOTE THRESHOLD Shr Against For
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CIGNA CORPORATION Agenda: 932117763
CUSIP: 125509109 Meeting Type: Annual
Ticker: CI Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT H. CAMPBELL Mgmt For For
JANE E. HENNEY, M.D. Mgmt For For
CHARLES R. SHOEMATE Mgmt Withheld Against
LOUIS W. SULLIVAN, M.D. Mgmt Withheld Against
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS.
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CANADIAN OIL SANDS TRUST NEW Agenda: 700491311
CUSIP: 13642L100 Meeting Type: MIX
Ticker: Meeting Date: 4/26/2004 ISIN: CA13642L1004
For/Against
Proposal Type Vote Management
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Receive the financial statements for Non-
the Trust for the YE 31 DEC 2003 Voting
together with the Auditors report
thereon
1. Appoint PricewaterhouseCoopers LLP as Mgmt For *
the Auditor of Canadian Oil Sands
Limited Corporation for the ensuing
year and direct the Trustee to vote
the common shares of the Corporation
in favor of the above and authorize
the Directors of the Corporation to
fix their remuneration
2. Appoint PricewaterhouseCoopers LLP as Mgmt For *
the Auditor of the Trust for the
ensuing year and authorize the
Directors to fix their remuneration
3.1 Elect Mr. Marcel R. Coutu as a Mgmt For *
Director of the Corporation for the
ensuing year and direct the Trustee
to vote the common shares of the
Corporation in favor of the above
3.2 Elect Ms. E. Susan Evans, Q.C. as a Mgmt For *
Director of the Corporation for the
ensuing year and direct the Trustee
to vote the common shares of the
Corporation in favor of the above
3.3 Elect The Right Honorable Donald F. Mgmt For *
Mazankowski as a Director of the
Corporation for the ensuing year and
direct the Trustee to vote the common
shares of the Corporation in favor
of the above
3.4 Elect Mr. Wayne M. Newhouse as a Mgmt For *
Director of the Corporation for the
ensuing year and direct the Trustee
to vote the common shares of the
Corporation in favor of the above
3.5 Elect Mr. Walter B. O Donoghue, Q.C. Mgmt For *
as a Director of the Corporation for
the ensuing year and direct the
Trustee to vote the common shares of
the Corporation in favor of the above
3.6 Elect Mr. C.E. Shultz as a Director Mgmt For *
of the Corporation for the ensuing
year and direct the Trustee to vote
the common shares of the Corporation
in favor of the above
3.7 Elect Mr. Wesley R. Twiss as a Mgmt For *
Director of the Corporation for the
ensuing year and direct the Trustee
to vote the common shares of the
Corporation in favor of the above
3.8 Elect Mr. John B. Zaozirny, Q.C. as a Mgmt For *
Director of the Corporation for the
ensuing year and direct the Trustee
to vote the common shares of the
Corporation in favor of the above
4. Approve the Unitholder Rights Plan Mgmt For *
Agreement Agreement, as amended and
restated on 26 APR 2004 between the
Trust and the Trustee, its successor
and assignees, as rights agent as
prescribed; and authorize any
Director or Officer of the
Corporation to execute and deliver
such other documents and instruments
and take such other actions as may be
necessary to implement the above
- -------------------------------------------------------------------------------------------------------
CARMAX, INC. Agenda: 932173874
CUSIP: 143130102 Meeting Type: Annual
Ticker: KMX Meeting Date: 6/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 KEITH D. BROWNING Mgmt For For
JAMES F. CLINGMAN, JR. Mgmt For For
HUGH G. ROBINSON Mgmt For For
RICHARD L. SHARP Mgmt For For
THOMAS G. STERNBERG Mgmt For For
02 APPROVAL OF AN AMENDMENT TO THE Mgmt For For
CARMAX, INC. 2002 EMPLOYEE STOCK
PURCHASE PLAN
- -------------------------------------------------------------------------------------------------------
CARNIVAL CORPORATION Agenda: 932098622
CUSIP: 143658300 Meeting Type: Annual
Ticker: CCL Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICKY ARISON Mgmt For For
AMB RICHARD G. CAPEN JR Mgmt For For
ROBERT H. DICKINSON Mgmt For For
ARNOLD W. DONALD Mgmt For For
PIER LUIGI FOSCHI Mgmt For For
HOWARD S. FRANK Mgmt For For
BARONESS HOGG Mgmt For For
01 A. KIRK LANTERMAN Mgmt For For
MODESTO A. MAIDIQUE Mgmt For For
JOHN P. MCNULTY Mgmt For For
PETER RATCLIFFE Mgmt For For
SIR JOHN PARKER Mgmt For For
STUART SUBOTNICK Mgmt For For
UZI ZUCKER Mgmt For For
02 TO APPOINT PRICEWATERHOUSECOOPERS AS Mgmt For For
INDEPENDENT AUDITORS FOR CARNIVAL PLC
AND TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR CARNIVAL CORPORATION.
03 TO AUTHORIZE THE AUDIT COMMITTEE OF Mgmt For For
CARNIVAL PLC TO AGREE THE
REMUNERATION OF THE INDEPENDENT
04 TO RECEIVE THE ACCOUNTS AND REPORTS Mgmt For For
FOR CARNIVAL PLC FOR THE FINANCIAL
PERIOD ENDED NOVEMBER 30, 2003.
05 TO APPROVE THE DIRECTORS Mgmt For For
REMUNERATION REPORT OF CARNIVAL PLC.
06 TO APPROVE LIMITS ON THE AUTHORITY TO Mgmt For For
ALLOT SHARES BY CARNIVAL PLC.
07 TO APPROVE THE DISAPPLICATION OF PRE- Mgmt For For
EMPTION RIGHTS FOR CARNIVAL PLC
- -------------------------------------------------------------------------------------------------------
CHUBB CORPORATION Agenda: 932113412
CUSIP: 171232101 Meeting Type: Annual
Ticker: CB Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ZOE BAIRD Mgmt For For
SHEILA P. BURKE Mgmt For For
JAMES I. CASH, JR. Mgmt For For
JOEL J. COHEN Mgmt For For
JAMES M. CORNELIUS Mgmt For For
JOHN D. FINNEGAN Mgmt For For
DAVID H. HOAG Mgmt For For
KLAUS J. MANGOLD Mgmt For For
SIR DAVID G SCHOLEY CBE Mgmt For For
RAYMOND G.H. SEITZ Mgmt For For
LAWRENCE M. SMALL Mgmt For For
DANIEL E. SOMERS Mgmt For For
KAREN HASTIE WILLIAMS Mgmt For For
JAMES M. ZIMMERMAN Mgmt For For
01 ALFRED W. ZOLLAR Mgmt For For
02 APPROVE THE ADOPTION OF THE CHUBB Mgmt For For
CORPORATION LONG-TERM STOCK INCENTIVE
PLAN (2004)
03 APPROVE THE ADOPTION OF THE CHUBB Mgmt For For
CORPORATION LONG-TERM STOCK INCENTIVE
PLAN FOR NON-EMPLOYEE DIRECTORS
04 RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR
2004
05 SHAREHOLDER PROPOSAL Shr Against For
- -------------------------------------------------------------------------------------------------------
CHUNGHWA TELECOM CO., LTD. Agenda: 932182253
CUSIP: 17133Q205 Meeting Type: Annual
Ticker: CHT Meeting Date: 6/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1A THE COMPANY S OPERATION REPORTS FOR Mgmt For
2003
1B THE SUPERVISORS AUDIT REPORTS ON THE Mgmt For
COMPANY S FINANCIAL STATEMENTS FOR
1C THE COMPANY S FINANCIAL STATEMENTS Mgmt For
FOR 2002 APPROVED BY THE MINISTRY OF
AUDIT OF THE REPUBLIC OF CHINA
1D THE ENACTMENT OF THE COMPANY S RULES Mgmt For
OF PROCEDURE FOR BOARD MEETINGS
2A THE COMPANY S FINANCIAL STATEMENTS Mgmt For
FOR 2003
2B THE COMPANY S DISTRIBUTION OF Mgmt For
EARNINGS FOR 2003
3A THE COMPANY S DRAFT PROCESS FOR Mgmt For
ACQUISITION AND DISPOSAL OF ASSETS
3B AMENDMENT OF ARTICLES 2 AND 22 OF THE Mgmt Abstain
COMPANY S ARTICLES OF INCORPORATION
3C AMENDMENT OF THE COMPANY S PROCESS Mgmt For
FOR ENDORSEMENTS AND GUARANTEES
3D AMENDMENT OF THE COMPANY S RULES OF Mgmt For
PROCEDURE FOR SHAREHOLDERS MEETINGS
3E THE ELECTION OF THE COMPANY S Mgmt For
DIRECTORS AND SUPERVISORS
4 THE ELECTION OF THE COMPANY S 4TH- Mgmt For
TERM DIRECTORS AND SUPERVISORS
(INCLUDING 15 DIRECTORS AND 4
5 EXTEMPORARY MOTIONS Mgmt For
- -------------------------------------------------------------------------------------------------------
COMCAST CORPORATION Agenda: 932139012
CUSIP: 20030N101 Meeting Type: Annual
Ticker: CMCSA Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 S. DECKER ANSTROM Mgmt For For
C. MICHAEL ARMSTRONG Mgmt For For
KENNETH J. BACON Mgmt For For
SHELDON M. BONOVITZ Mgmt For For
JULIAN A. BRODSKY Mgmt For For
JOSEPH L. CASTLE, II Mgmt For For
J. MICHAEL COOK Mgmt For For
BRIAN L. ROBERTS Mgmt For For
RALPH J. ROBERTS Mgmt For For
DR. JUDITH RODIN Mgmt For For
MICHAEL I. SOVERN Mgmt For For
02 INDEPENDENT AUDITORS. Mgmt For For
03 2002 RESTRICTED STOCK PLAN. Mgmt For For
04 AMENDMENT TO ARTICLES OF Mgmt For For
05 ESTABLISH A TWO-THIRDS INDEPENDENT Shr Against For
BOARD.
06 DISCLOSE POLITICAL CONTRIBUTIONS. Shr Against For
07 NOMINATE TWO DIRECTORS FOR EVERY OPEN Shr Against For
DIRECTORSHIP.
08 LIMIT COMPENSATION FOR SENIOR Shr Against For
EXECUTIVES.
09 ADOPT A RECAPITALIZATION PLAN. Shr Against For
- -------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE Agenda: 932137373
CUSIP: 204412209 Meeting Type: Annual
Ticker: RIO Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
E A PROPOSAL OF CAPITAL INCREASE, THROUGH Mgmt For For
THE CAPITALIZATION OF RESERVES,
WITHOUT THE ISSUANCE OF SHARES, AND
THE CONSEQUENT CHANGE OF THE HEAD
SECTION OF ARTICLE 5 OF THE COMPANY S
BY-LAWS.
OA APPRECIATION OF THE MANAGEMENT S Mgmt For For
REPORT AND ANALYSIS, DISCUSSION AND
VOTE ON THE FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDING DECEMBER 31,
2003.
OB PROPOSAL FOR THE DESTINATION OF THE Mgmt For For
PROFITS OF THE SAID FISCAL YEAR.
OC ESTABLISHMENT OF THE TOTAL AND ANNUAL Mgmt Abstain Against
REMUNERATION OF THE MEMBERS OF THE
COMPANY S MANAGEMENT.
OD ELECTION OF THE MEMBERS OF THE FISCAL Mgmt For For
COUNCIL AND ESTABLISHMENT OF THEIR
REMUNERATION.
- -------------------------------------------------------------------------------------------------------
CONSOLIDATED EDISON, INC. Agenda: 932132929
CUSIP: 209115104 Meeting Type: Annual
Ticker: ED Meeting Date: 5/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 V.A. CALARCO Mgmt For For
G. CAMPBELL, JR. Mgmt For For
G.J. DAVIS Mgmt For For
M.J. DEL GIUDICE Mgmt For For
J.S. FREILICH Mgmt For For
E.V. FUTTER Mgmt For For
S. HERNANDEZ-PINERO Mgmt For For
P.W. LIKINS Mgmt For For
E.R. MCGRATH Mgmt For For
F.V. SALERNO Mgmt For For
S.R. VOLK Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT ACCOUNTANTS.
03 APPROVAL OF STOCK PURCHASE PLAN. Mgmt For For
04 ADDITIONAL COMPENSATION INFORMATION. Shr Against For
- -------------------------------------------------------------------------------------------------------
DTE ENERGY COMPANY Agenda: 932119161
CUSIP: 233331107 Meeting Type: Annual
Ticker: DTE Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ANTHONY F. EARLEY, JR. Mgmt For For
ALLAN D. GILMOUR Mgmt For For
FRANK M. HENNESSEY Mgmt For For
GAIL J. MCGOVERN Mgmt For For
JOSUE ROBLES, JR. Mgmt For For
02 INDEPENDENT AUDITORS Mgmt For For
- -------------------------------------------------------------------------------------------------------
DELL COMPUTER CORPORATION Agenda: 932010123
CUSIP: 247025109 Meeting Type: Annual
Ticker: DELL Meeting Date: 7/18/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL A. MILES Mgmt For For
ALEX J. MANDL Mgmt For For
MORTON L. TOPFER Mgmt For For
02 ELIMINATION OF CLASSIFIED BOARD Mgmt For For
03 CHANGE OF COMPANY NAME TO DELL INC. Mgmt For For
04 APPROVAL OF EXECUTIVE ANNUAL Mgmt Against Against
INCENTIVE BONUS PLAN
- -------------------------------------------------------------------------------------------------------
DEVELOPERS DIVERSIFIED REALTY CORP. Agenda: 932121976
CUSIP: 251591103 Meeting Type: Annual
Ticker: DDR Meeting Date: 5/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DEAN S. ADLER Mgmt For For
TERRANCE R. AHERN Mgmt For For
MOHSEN ANVARI Mgmt For For
ROBERT H. GIDEL Mgmt For For
VICTOR B. MACFARLANE Mgmt For For
CRAIG MACNAB Mgmt For For
SCOTT D. ROULSTON Mgmt For For
BARRY A. SHOLEM Mgmt For For
WILLIAM B. SUMMERS. JR. Mgmt For For
BERT L. WOLSTEIN Mgmt For For
SCOTT A. WOLSTEIN Mgmt For For
02 TO RATIFY THE AMENDMENT TO PROVIDE Mgmt For For
FOR THE EARLY EXPIRATION OF THE
SHAREHOLDER RIGHTS AGREEMENT.
03 TO APPROVE THE 2004 DEVELOPERS Mgmt For For
DIVERSIFIED REALTY CORPORATION
EQUITY-BASED AWARD PLAN.
04 TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
THE COMPANY S FISCAL YEAR ENDING
DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
DOMINION RESOURCES, INC. Agenda: 932100439
CUSIP: 25746U109 Meeting Type: Annual
Ticker: D Meeting Date: 4/23/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 SUSAN B. ALLEN Mgmt For For
PETER W. BROWN Mgmt For For
RONALD J. CALISE Mgmt For For
THOS. E. CAPPS Mgmt For For
GEORGE A. DAVIDSON, JR. Mgmt For For
JOHN W. HARRIS Mgmt For For
ROBERT S. JEPSON, JR. Mgmt For For
BENJAMIN J. LAMBERT III Mgmt For For
RICHARD L. LEATHERWOOD Mgmt For For
MARGARET A. MCKENNA Mgmt For For
KENNETH A. RANDALL Mgmt For For
FRANK S. ROYAL Mgmt For For
S. DALLAS SIMMONS Mgmt For For
ROBERT H. SPILMAN Mgmt For For
DAVID A. WOLLARD Mgmt For For
02 RETENTION OF AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL Shr Against For
- -------------------------------------------------------------------------------------------------------
THE DOW CHEMICAL COMPANY Agenda: 932111812
CUSIP: 260543103 Meeting Type: Annual
Ticker: DOW Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ARNOLD A. ALLEMANG Mgmt For For
JOHN C. DANFORTH Mgmt For For
JEFF M. FETTIG Mgmt For For
ANDREW N. LIVERIS Mgmt For For
JAMES M. RINGLER Mgmt For For
WILLIAM S. STAVROPOULOS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS DOW S
INDEPENDENT AUDITORS FOR 2004.
03 AMENDMENT OF THE RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION FOR THE ANNUAL
ELECTION OF DIRECTORS.
04 STOCKHOLDER PROPOSAL ON BHOPAL. Shr Against For
- -------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda: 932109677
CUSIP: 264399106 Meeting Type: Annual
Ticker: DUK Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PAUL M. ANDERSON Mgmt For For
ANN M. GRAY Mgmt For For
MICHAEL E.J. PHELPS Mgmt For For
JAMES T. RHODES Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP Mgmt For For
AS DUKE ENERGY S INDEPENDENT
AUDITORS FOR 2004.
03 A SHAREHOLDER PROPOSAL RELATING TO Shr For Against
DECLASSIFICATION OF DUKE ENERGY S
BOARD OF DIRECTORS, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
- -------------------------------------------------------------------------------------------------------
ELAN CORPORATION, PLC Agenda: 932049643
CUSIP: 284131208 Meeting Type: Annual
Ticker: ELN Meeting Date: 10/21/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O1 ORDINARY RESOLUTION 1 Mgmt For For
O2 ORDINARY RESOLUTION 2 Mgmt For For
O3 ORDINARY RESOLUTION 3 Mgmt For For
O4 ORDINARY RESOLUTION 4 Mgmt For For
O5 ORDINARY RESOLUTION 5 Mgmt For For
O6 ORDINARY RESOLUTION 6 Mgmt For For
O7 ORDINARY RESOLUTION 7 Mgmt For For
O8 ORDINARY RESOLUTION 8 Mgmt For For
S09 SPECIAL RESOLUTION 9 Mgmt For For
S10 SPECIAL RESOLUTION 10 Mgmt For For
- -------------------------------------------------------------------------------------------------------
ELAN CORPORATION, PLC Agenda: 932184079
CUSIP: 284131208 Meeting Type: Annual
Ticker: ELN Meeting Date: 6/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O1 TO RECEIVE AND CONSIDER THE FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2003 TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND AUDITORS
O2 TO RE-ELECT MR. BRENDAN BOUSHEL WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O3 TO RE-ELECT MR. JOHN GROOM WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O4 TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O5 TO RE-ELECT DR. DENNIS SELKOE WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O6 TO RE-ELECT MR. DANIEL TULLY WHO Mgmt For For
RETIRES FROM THE BOARD BY ROTATION AS
A DIRECTOR OF THE COMPANY.
O7 TO AUTHORISE THE DIRECTORS TO FIX THE Mgmt For For
REMUNERATION OF THE AUDITORS.
S10 THAT THE ELAN CORPORATION, PLC Mgmt For For
EMPLOYEE EQUITY PURCHASE PLAN (THE
ESPP) BE APPROVED AND ADOPTED.
S11 THAT THE DIRECTORS BE AND ARE HEREBY Mgmt For For
GENERALLY AND UNCONDITIONALLY
AUTHORISED TO ALLOT AND ISSUE ALL
RELEVANT SECURITIES OF THE COMPANY.
S12 THAT THE AUTHORISED SHARE CAPITAL OF Mgmt For For
THE COMPANY BE INCREASED FROM
30,002,500 TO 33,502,500.
S13 THAT, SUBJECT TO THE PASSING OF Mgmt For For
RESOLUTION 12 IN THE NOTICE OF THIS
MEETING, THE ARTICLES OF ASSOCIATION
BE AMENDED.
S14 THAT, SUBJECT TO THE PASSING OF Mgmt For For
RESOLUTION 11 IN THE NOTICE OF THE
MEETING, THE DIRECTORS BE AND ARE
HEREBY EMPOWERED TO ALLOT SECURITIES
FOR CASH.
S15 THAT THE COMPANY AND/OR ANY Mgmt For For
SUBSIDIARY OF THE COMPANY BE AND IS
HEREBY GENERALLY AUTHORIZED TO MAKE
MARKET PURCHASES OF SHARES OF ANY
CLASS OF THE COMPANY.
S16 THAT THE RE-ISSUE PRICE RANGE AT Mgmt For For
WHICH ANY TREASURY SHARES FOR THE
TIME BEING HELD BY THE COMPANY MAY BE
RE-ISSUED OFF-MARKET SHALL BE THE
MAXIMUM PRICE EQUAL TO 120 PER CENT
OF THE RELEVANT PRICE; AND THE
MINIMUM PRICE EQUAL TO 95 PER CENT OF
S8 THAT THE BOARD OF DIRECTORS BE Mgmt For For
AUTHORISED TO ISSUE SHARE OPTIONS TO
NON-EXECUTIVE DIRECTORS IN ACCORDANCE
WITH THE TERMS OF THE ELAN
CORPORATION, PLC 1996 CONSULTANT
OPTION PLAN.
S9 THAT THE ELAN CORPORATION, PLC 2004 Mgmt For For
RESTRICTED STOCK PLAN (THE RSU PLAN)
BE APPROVED AND ADOPTED.
- -------------------------------------------------------------------------------------------------------
ENBRIDGE INC MEDIUM TERM NTS CDS- Agenda: 700483681
CUSIP: 29250N105 Meeting Type: MIX
Ticker: Meeting Date: 5/5/2004 ISIN: CA29250N1050
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the consolidated financial Non-
statements and the report of the Voting
Auditors for the FYE 31 DEC 2003
1.1 Elect Mr. David A. Arledge as a Mgmt For *
Director of the Corporation
1.10 Elect Mr. George K. Petty as a Mgmt For *
Director of the Corporation
1.11 Elect Mr. Donald J. Taylor as a Mgmt For *
Director of the Corporation
1.2 Elect Mr. James J. Blanchard as a Mgmt For *
Director of the Corporation
1.3 Elect Mr. J. Lorne Braithwaite as a Mgmt For *
Director of the Corporation
1.4 Elect Mr. Patrick D. Daniel as a Mgmt For *
Director of the Corporation
1.5 Elect Mrs. E. Susan Evans as a Mgmt For *
Director of the Corporation
1.6 Elect Mr. William R. Fatt as a Mgmt For *
Director of the Corporation
1.7 Elect Mr. Richard L. George as a Mgmt For *
Director of the Corporation
1.8 Elect Mr. Louis D. Hyndman as a Mgmt For *
Director of the Corporation
1.9 Elect Mr. Robert W. Martin as a Mgmt For *
Director of the Corporation
2. Appoint PricewaterhouseCoopers LLP as Mgmt For *
the Auditors of the Corporation and
authorize the Directors to fix their
remuneration
3. Approve the amendments to By-Law No. Mgmt For *
1 of the Corporation, as specified,
are ratified, confirmed and approved;
and the Corporate Secretary or any
officer of the Corporation is
authorized, for and on behalf of the
Corporation, to execute and deliver
such other documents and instruments
and take such other actions as such
officer may determine to be necessary
or advisable to implement this
resolution and the matters authorized
hereby, such determination to be
conclusively evidenced by the
execution and delivery of any such
documents or instruments and the
taking of any such actions
- -------------------------------------------------------------------------------------------------------
EQUITABLE RESOURCES, INC. Agenda: 932097834
CUSIP: 294549100 Meeting Type: Annual
Ticker: EQT Meeting Date: 4/14/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LEE T. TODD, JR., PH.D. Mgmt For For
MURRY S. GERBER Mgmt For For
GEORGE L. MILES, JR. Mgmt For For
JAMES W. WHALEN Mgmt For For
02 APPROVE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE EQUITABLE RESOURCES, INC. 1999
LONG-TERM INCENTIVE PLAN.
03 RATIFY APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS AUDITORS.
- -------------------------------------------------------------------------------------------------------
FPL GROUP, INC. Agenda: 932114642
CUSIP: 302571104 Meeting Type: Annual
Ticker: FPL Meeting Date: 5/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 H. JESSE ARNELLE Mgmt For For
SHERRY S. BARRAT Mgmt For For
ROBERT M. BEALL, II Mgmt For For
J. HYATT BROWN Mgmt For For
JAMES L. CAMAREN Mgmt For For
LEWIS HAY III Mgmt For For
FREDERIC V. MALEK Mgmt For For
MICHAEL H. THAMAN Mgmt For For
PAUL R. TREGURTHA Mgmt For For
01 FRANK G. ZARB Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS AUDITORS.
03 APPROVAL OF THE AMENDED AND RESTATED Mgmt For For
LONG TERM INCENTIVE PLAN, IN AN
AMENDED FORM.
04 APPROVAL OF THE ANNUAL INCENTIVE PLAN Mgmt For For
AS REQUIRED BY THE INTERNAL REVENUE
CODE.
05 APPROVAL OF THE PERFORMANCE-BASED Mgmt For For
AWARDS PROVISIONS OF THE AMENDED AND
RESTATED LONG TERM INCENTIVE PLAN AS
REQUIRED BY THE INTERNAL REVENUE
06 APPROVAL OF AN AMENDMENT TO THE Mgmt For For
RESTATED ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
- -------------------------------------------------------------------------------------------------------
FAIRMONT HOTELS & RESORTS INC. Agenda: 932105984
CUSIP: 305204109 Meeting Type: Special
Ticker: FHR Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEPHEN E. BACHAND Mgmt For For
WILLIAM R. FATT Mgmt For For
PETER C. GODSOE Mgmt For For
MICHAEL J. KOWALSKI Mgmt For For
DAVID P. O'BRIEN Mgmt For For
KAREN M. ROSE Mgmt For For
JOHN L. SHARPE Mgmt For For
L. PETER SHARPE Mgmt For For
ROBERT S. SINGER Mgmt For For
CAROLE S. TAYLOR Mgmt For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP, CHARTERED ACCOUNTANTS AS
03 THE ORDINARY RESOLUTION APPROVING AND Mgmt Against Against
RECONFIRMING THE AMENDED AND
RESTATED SHAREHOLDER RIGHTS PLAN OF
THE CORPORATION, AS SET OUT IN
APPENDIX B TO THE MANAGEMENT PROXY
- -------------------------------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORPORATI Agenda: 932098343
CUSIP: 313400301 Meeting Type: Annual
Ticker: FRE Meeting Date: 3/31/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOAN E. DONOGHUE Mgmt For For
01 MICHELLE ENGLER Mgmt For For
RICHARD KARL GOELTZ Mgmt For For
GEORGE D. GOULD Mgmt For For
HENRY KAUFMAN Mgmt For For
JOHN B. MCCOY Mgmt For For
SHAUN F. O'MALLEY Mgmt For For
RONALD F. POE Mgmt For For
STEPHEN A. ROSS Mgmt For For
DONALD J. SCHUENKE Mgmt For For
CHRISTINA SEIX Mgmt For For
RICHARD F. SYRON Mgmt For For
WILLIAM J. TURNER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS FOR THE YEAR
- -------------------------------------------------------------------------------------------------------
FANNIE MAE Agenda: 932154420
CUSIP: 313586109 Meeting Type: Annual
Ticker: FNM Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 S.B. ASHLEY Mgmt For For
K.M. DUBERSTEIN Mgmt For For
T.P. GERRITY Mgmt For For
T. HOWARD Mgmt For For
A. KOROLOGOS Mgmt For For
F.V. MALEK Mgmt For For
D.B. MARRON Mgmt For For
D.H. MUDD Mgmt For For
A.M. MULCAHY Mgmt For For
J.K. PICKETT Mgmt For For
L. RAHL Mgmt For For
F.D. RAINES Mgmt For For
H.P. SWYGERT Mgmt For For
02 RATIFICATION OF THE SELECTION OF Mgmt For For
AUDITORS
03 APPROVAL OF AN AMENDMENT TO THE Mgmt For For
FANNIE MAE EMPLOYEE STOCK PURCHASE
04 STOCKHOLDER PROPOSAL TO REINSTATE Shr For Against
CUMULATIVE VOTING
- -------------------------------------------------------------------------------------------------------
FLEETBOSTON FINANCIAL CORPORATION Agenda: 932093519
CUSIP: 339030108 Meeting Type: Special
Ticker: FBF Meeting Date: 3/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE MERGER AGREEMENT Mgmt For For
02 APPROVAL OF PROPOSAL TO ADJOURN THE Mgmt For For
FLEETBOSTON SPECIAL MEETING, IF
NECESSARY, TO SOLICIT ADDITIONAL
PROXIES
- -------------------------------------------------------------------------------------------------------
FLUOR CORPORATION Agenda: 932120633
CUSIP: 343412102 Meeting Type: Annual
Ticker: FLR Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES T. HACKETT Mgmt For For
KENT KRESA Mgmt For For
ROBIN W. RENWICK Mgmt For For
MARTHA R. SEGER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS AUDITORS FOR
03 APPROVAL OF AMENDMENTS TO FLUOR Mgmt For For
CORPORATION 2000 RESTRICTED STOCK
PLAN FOR NON-EMPLOYEE DIRECTORS.
- -------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE Agenda: 932096262
CUSIP: 344419106 Meeting Type: Annual
Ticker: FMX Meeting Date: 3/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
I REPORT OF THE BOARD OF DIRECTORS; Mgmt For For
PRESENTATION OF THE FINANCIAL
STATEMENTS OF FOMENTO ECONOMICO
MEXICANO, S.A. DE C.V., FOR THE 2003
FISCAL YEAR, AND THE REPORT OF THE
EXAMINER PURSUANT TO ARTICLE 172 OF
THE GENERAL LAW OF COMMERCIAL
COMPANIES (LEY GENERAL DE SOCIEDADES
MERCANTILES).
II APPLICATION OF THE RESULTS FOR THE Mgmt For For
2003 FISCAL YEAR, INCLUDING THE
PAYMENT OF A CASH DIVIDEND, IN MEXICO
PESOS.
III PROPOSAL TO DETERMINE THE MAXIMUM Mgmt For For
AMOUNT TO BE USED IN THE SHARE
REPURCHASE PROGRAM.
IV ELECTION OF THE DIRECTORS, EXAMINERS, Mgmt For For
CHAIRMAN AND SECRETARY OF THE BOARD
OF DIRECTORS FOR THE 2004 FISCAL
YEAR, AND RESOLUTION WITH RESPECT TO
THEIR REMUNERATION.
V APPOINTMENT OF COMMITTEES. Mgmt For For
VI APPOINTMENT OF DELEGATES FOR THE Mgmt For For
SHAREHOLDERS MEETING.
VII MINUTES OF THE SHAREHOLDERS MEETING. Mgmt For For
- -------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE Agenda: 932071917
CUSIP: 344419106 Meeting Type: Special
Ticker: FMX Meeting Date: 12/10/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AMENDMENT OF THE BY- Mgmt For For
LAWS OF THE COMPANY TO COMPLY WITH
THE GENERAL PROVISIONS APPLICABLE TO
THE ISSUERS OF SECURITIES, ISSUED BY
THE MEXICAN SECURITIES COMMISSION AS
PUBLISHED IN THE OFFICIAL GAZETTE OF
THE FEDERATION (DIARIO OFICIAL DE LA
FEDERACION) AS OF MARCH 19, 2003.*
- -------------------------------------------------------------------------------------------------------
FOREST LABORATORIES, INC. Agenda: 932019599
CUSIP: 345838106 Meeting Type: Annual
Ticker: FRX Meeting Date: 8/11/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HOWARD SOLOMON Mgmt For For
WILLIAM J. CANDEE, III Mgmt For For
GEORGE S. COHAN Mgmt For For
DAN L. GOLDWASSER Mgmt For For
LESTER B. SALANS Mgmt For For
KENNETH E. GOODMAN Mgmt For For
PHILLIP M. SATOW Mgmt For For
02 RATIFICATION OF AMENDMENT OF THE Mgmt For For
COMPANY S CERTIFICATE OF
INCORPORATION TO AUTHORIZE ADDITIONAL
SHARES OF THE COMPANY S COMMON
03 RATIFICATION OF BDO SEIDMAN, LLP AS Mgmt For For
INDEPENDENT AUDITORS.
- -------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda: 932122497
CUSIP: 35671D857 Meeting Type: Annual
Ticker: FCX Meeting Date: 5/6/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MR. ALLISON Mgmt For For
MR. CLIFFORD Mgmt For For
MR. MOFFETT Mgmt For For
MR. RANKIN Mgmt For For
MR. WHARTON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS INDEPENDENT AUDITORS.
03 APPROVAL OF THE PROPOSED 2004 Mgmt Against Against
DIRECTOR COMPENSATION PLAN.
04 STOCKHOLDER PROPOSAL REGARDING Shr Against For
FINANCIAL SUPPORT OF INDONESIAN
GOVERNMENT SECURITY PERSONNEL
- -------------------------------------------------------------------------------------------------------
GAP, INC. Agenda: 932114969
CUSIP: 364760108 Meeting Type: Annual
Ticker: GPS Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 HOWARD BEHAR Mgmt For For
ADRIAN D.P. BELLAMY Mgmt For For
DONALD G. FISHER Mgmt For For
DORIS F. FISHER Mgmt For For
ROBERT J. FISHER Mgmt For For
GLENDA A. HATCHETT Mgmt For For
PENELOPE L. HUGHES Mgmt For For
BOB L. MARTIN Mgmt For For
JORGE P. MONTOYA Mgmt For For
PAUL S. PRESSLER Mgmt For For
JAMES M. SCHNEIDER Mgmt For For
MAYO A. SHATTUCK III Mgmt For For
MARGARET C. WHITMAN Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT AUDITORS
03 TO APPROVE THE PROPOSAL TO AMEND AND Mgmt For For
RESTATE THE COMPANY S EXECUTIVE
MANAGEMENT INCENTIVE CASH AWARD PLAN
04 A SHAREHOLDER PROPOSAL REGARDING Shr Against For
EXECUTIVE COMPENSATION
- -------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda: 932103346
CUSIP: 369604103 Meeting Type: Annual
Ticker: GE Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CUMULATIVE VOTING Shr For Against
02 ANIMAL TESTING Shr Against For
03 NUCLEAR RISK Shr Against For
04 REPORT ON PCB CLEANUP COSTS Shr Against For
05 OFFSHORE SOURCING Shr Against For
06 SUSTAINABILITY INDEX Shr Against For
07 COMPENSATION COMMITTEE INDEPENDENCE Shr Against For
08 PAY DISPARITY Shr Against For
09 END STOCK OPTIONS AND BONUSES Shr Against For
0A JAMES I. CASH, JR. Mgmt For For
DENNIS D. DAMMERMAN Mgmt For For
ANN M. FUDGE Mgmt For For
CLAUDIO X. GONZALEZ Mgmt For For
JEFFREY R. IMMELT Mgmt For For
ANDREA JUNG Mgmt For For
ALAN G. LAFLEY Mgmt For For
KENNETH G. LANGONE Mgmt For For
RALPH S. LARSEN Mgmt For For
ROCHELLE B. LAZARUS Mgmt For For
SAM NUNN Mgmt For For
ROGER S. PENSKE Mgmt For For
ROBERT J. SWIERINGA Mgmt For For
DOUGLAS A. WARNER III Mgmt For For
ROBERT C. WRIGHT Mgmt For For
0B INDEPENDENT AUDITOR Mgmt For For
0C REVENUE MEASUREMENT ADDED TO Mgmt For For
EXECUTIVE OFFICER PERFORMANCE GOALS
10 LIMIT OUTSIDE DIRECTORSHIPS Shr Against For
11 INDEPENDENT BOARD CHAIRMAN Shr Against For
12 EXPLORE SALE OF COMPANY Shr Against For
13 HOLDING STOCK FROM STOCK OPTIONS Shr Against For
14 BOARD INDEPENDENCE Shr Against For
15 POLITICAL CONTRIBUTIONS Shr Against For
- -------------------------------------------------------------------------------------------------------
GENERAL MOTORS CORPORATION Agenda: 932143059
CUSIP: 370442105 Meeting Type: Annual
Ticker: GM Meeting Date: 6/2/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 P.N. BARNEVIK Mgmt For For
J.H. BRYAN Mgmt For For
A.M. CODINA Mgmt For For
G.M.C. FISHER Mgmt For For
K. KATEN Mgmt For For
K. KRESA Mgmt For For
A.G. LAFLEY Mgmt For For
P.A. LASKAWY Mgmt For For
E.S. O'NEAL Mgmt For For
E. PFEIFFER Mgmt For For
G.R. WAGONER, JR. Mgmt For For
02 RATIFY SELECTION OF INDEPENDENT Mgmt For For
ACCOUNTANTS
03 ELIMINATE AWARDING, REPRICING, OR Shr Against For
RENEWING STOCK OPTIONS
04 ELIMINATE OPTIONS, SARS, AND Shr Against For
SEVERANCE PAYMENTS
05 REQUIRE AN INDEPENDENT CHAIRMAN Shr Against For
SEPARATE FROM CHIEF EXECUTIVE OFFICER
06 APPOINT INDEPENDENT DIRECTORS TO KEY Shr Against For
BOARD COMMITTEES
07 REPORT ON GREENHOUSE GAS EMISSIONS Shr Against For
08 APPROVE GOLDEN PARACHUTES Shr Against For
09 REQUIRE SENIOR EXECUTIVES AND Shr Against For
DIRECTORS TO RETAIN STOCK OBTAINED BY
EXERCISING OPTIONS
- -------------------------------------------------------------------------------------------------------
GEORGIA-PACIFIC CORPORATION Agenda: 932120366
CUSIP: 373298108 Meeting Type: Annual
Ticker: GP Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 BARBARA L. BOWLES* Mgmt For For
DONALD V. FITES* Mgmt For For
DAVID R. GOODE* Mgmt For For
KAREN N. HORN* Mgmt For For
WILLIAM R. JOHNSON* Mgmt For For
JAMES B. WILLIAMS** Mgmt For For
02 PROPOSAL TO AMEND THE GEORGIA-PACIFIC Mgmt For For
CORPORATION LONG-TERM INCENTIVE PLAN
TO ADD STOCK APPRECIATION RIGHTS,
KNOWN AS SARS, AS PERMITTED AWARDS
UNDER THE PLAN.
03 PROPOSAL TO APPROVE THE GEORGIA- Mgmt For For
PACIFIC CORPORATION SHORT-TERM
INCENTIVE PLAN SO THAT INCENTIVE
COMPENSATION AWARDS PAID UNDER THE
PLAN WILL BE FULLY DEDUCTIBLE UNDER
162(M) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
OUR INDEPENDENT AUDITORS, ERNST &
YOUNG LLP, AS AUDITORS FOR OUR FISCAL
YEAR ENDING JANUARY 1, 2005.
- -------------------------------------------------------------------------------------------------------
HCA INC. Agenda: 932144885
CUSIP: 404119109 Meeting Type: Annual
Ticker: HCA Meeting Date: 5/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 C. MICHAEL ARMSTRONG Mgmt For For
MAGDALENA H AVERHOFF MD Mgmt For For
JACK O. BOVENDER, JR. Mgmt For For
RICHARD M. BRACKEN Mgmt For For
MARTIN FELDSTEIN Mgmt For For
THOMAS F. FRIST, JR. MD Mgmt For For
FREDERICK W. GLUCK Mgmt For For
GLENDA A. HATCHETT Mgmt For For
CHARLES O. HOLLIDAY JR. Mgmt For For
T. MICHAEL LONG Mgmt For For
JOHN H. MCARTHUR Mgmt For For
KENT C. NELSON Mgmt For For
FRANK S. ROYAL, MD Mgmt For For
HAROLD T. SHAPIRO Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
HCA S INDEPENDENT AUDITOR, AS
DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA INC. AMENDED AND Mgmt For For
RESTATED MANAGEMENT STOCK PURCHASE
PLAN.
- -------------------------------------------------------------------------------------------------------
HARRAH'S ENTERTAINMENT, INC. Agenda: 932109413
CUSIP: 413619107 Meeting Type: Annual
Ticker: HET Meeting Date: 4/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RALPH HORN Mgmt For For
GARY W. LOVEMAN Mgmt For For
PHILIP G. SATRE Mgmt For For
BOAKE A. SELLS Mgmt For For
02 ADOPTION OF THE COMPANY S 2004 EQUITY Mgmt For For
INCENTIVE AWARD PLAN.
03 ADOPTION OF THE COMPANY S 2005 SENIOR Mgmt For For
EXECUTIVE INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL WITH RESPECT TO Shr Against For
POLITICAL CONTRIBUTIONS.
05 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY
FOR 2004 CALENDAR YEAR.
- -------------------------------------------------------------------------------------------------------
H.J. HEINZ COMPANY Agenda: 932032460
CUSIP: 423074103 Meeting Type: Annual
Ticker: HNZ Meeting Date: 9/12/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 W.R. JOHNSON Mgmt For For
C.E. BUNCH Mgmt For For
M.C. CHOKSI Mgmt For For
L.S. COLEMAN, JR. Mgmt For For
P.H. COORS Mgmt For For
E.E. HOLIDAY Mgmt For For
C. KENDLE Mgmt For For
D.R. O'HARE Mgmt For For
L.C. SWANN Mgmt For For
T.J. USHER Mgmt For For
J.M. ZIMMERMAN Mgmt For For
02 RATIFICATION OF AUDITORS. Mgmt For For
- -------------------------------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY Agenda: 932086982
CUSIP: 428236103 Meeting Type: Annual
Ticker: HPQ Meeting Date: 3/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 L.T. BABBIO, JR. Mgmt For For
P.C. DUNN Mgmt For For
C.S. FIORINA Mgmt For For
R.A. HACKBORN Mgmt For For
G.A. KEYWORTH II Mgmt For For
R.E. KNOWLING, JR. Mgmt For For
S.M. LITVACK Mgmt For For
R.L. RYAN Mgmt For For
L.S. SALHANY Mgmt For For
02 PROPOSAL TO RATIFY ERNST & YOUNG LLP Mgmt For For
AS HEWLETT-PACKARD COMPANY S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING OCTOBER 31, 2004.
03 APPROVAL OF THE HEWLETT-PACKARD Mgmt Against Against
COMPANY 2004 STOCK INCENTIVE PLAN
04 SHAREOWNER PROPOSAL ENTITLED STOCK Shr For Against
OPTION EXPENSING PROPOSAL
- -------------------------------------------------------------------------------------------------------
HUSKY ENERGY INC Agenda: 700476941
CUSIP: 448055103 Meeting Type: AGM
Ticker: Meeting Date: 4/22/2004 ISIN: CA4480551031
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the annual report of the Non-
Board of Directors to the Voting
shareholders and the consolidated
audited financial statements of the
Corporation for the FYE 31 DEC 2003
1.1 Elect Mr. Victor T.K. Li as a Mgmt For *
1.10 Elect Mr. Stanley T.L. Kwok as a Mgmt For *
Director
1.11 Elect Mr. John C.S. Lau as a Director Mgmt For *
1.12 Elect Mr. Wayne E. Shaw as a Director Mgmt For *
1.13 Elect Mr. William Shurniak as a Mgmt For *
Director
1.14 Elect Mr. Frank J. Sixt as a Director Mgmt For *
1.2 Elect Mr. Canning K.N. Fok as a Mgmt For *
Director
1.3 Elect Mr. R. Donald Fullerton as a Mgmt For *
Director
1.4 Elect Mr. Martin J.G Glynn as a Mgmt For *
Director
1.5 Elect Mr. Terence C.Y. Hui as a Mgmt For *
Director
1.6 Elect Mr. Brent D. Kinney as a Mgmt For *
1.7 Elect Mr. Holger Kluge as a Director Mgmt For *
1.8 Elect Mr. Poh Chan Koh as a Director Mgmt For *
1.9 Elect Mr. Eva L. Kwok as a Director Mgmt For *
2. Appoint KPMG LLP, Chartered Mgmt For *
Accountants of Calgary, Alberta the
Auditors as the Auditors of the
Corporation
- -------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP Agenda: 932089661
CUSIP: 459200101 Meeting Type: Annual
Ticker: IBM Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 C. BLACK Mgmt For For
K.I. CHENAULT Mgmt For For
C. GHOSN Mgmt For For
N.O. KEOHANE Mgmt For For
C.F. KNIGHT Mgmt For For
L.A. NOTO Mgmt For For
S.J. PALMISANO Mgmt For For
J.B. SLAUGHTER Mgmt For For
J.E. SPERO Mgmt For For
S. TAUREL Mgmt For For
C.M. VEST Mgmt For For
L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT ACCOUNTANTS
(PRICEWATERHOUSECOOPERS LLP) (PAGE
03 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT ACCOUNTANTS FOR THE
BUSINESS CONSULTING SERVICES UNIT
(ERNST & YOUNG LLP) (PAGE 22)
04 APPROVAL OF LONG-TERM INCENTIVE Mgmt For For
PERFORMANCE TERMS FOR CERTAIN
EXECUTIVES (PAGE 23)
05 STOCKHOLDER PROPOSAL ON: CUMULATIVE Shr For Against
VOTING (PAGE 25)
06 STOCKHOLDER PROPOSAL ON: PENSION AND Shr Against For
RETIREMENT MEDICAL (PAGE 25)
07 STOCKHOLDER PROPOSAL ON: EXECUTIVE Shr Against For
COMPENSATION (PAGE 26)
08 STOCKHOLDER PROPOSAL ON: EXPENSING Shr For Against
STOCK OPTIONS (PAGE 28)
09 STOCKHOLDER PROPOSAL ON: DISCLOSURE Shr Against For
OF EXECUTIVE COMPENSATION (PAGE 29)
10 STOCKHOLDER PROPOSAL ON: CHINA Shr Against For
BUSINESS PRINCIPLES (PAGE 30)
11 STOCKHOLDER PROPOSAL ON: POLITICAL Shr Against For
CONTRIBUTIONS (PAGE 31)
12 STOCKHOLDER PROPOSAL ON: A REVIEW OF Shr Against For
EXECUTIVE COMPENSATION POLICIES (PAGE
32)
- -------------------------------------------------------------------------------------------------------
INTERNATIONAL PAPER COMPANY Agenda: 932135898
CUSIP: 460146103 Meeting Type: Annual
Ticker: IP Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MARTHA F. BROOKS* Mgmt For For
JAMES A. HENDERSON* Mgmt For For
ROBERT D. KENNEDY* Mgmt For For
W. CRAIG MCCLELLAND* Mgmt For For
ROBERT M. AMEN** Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP Mgmt For For
AS THE COMPANY S INDEPENDENT AUDITOR
FOR 2004.
03 APPROVAL OF THE AMENDED LONG-TERM Mgmt Against Against
INCENTIVE COMPENSATION PLAN.
04 REAFFIRMATION OF THE PERFORMANCE Mgmt For For
GOALS UNDER THE LONG-TERM INCENTIVE
COMPENSATION PLAN.
05 PROPOSAL RELATING TO LIMITING Shr Against For
COMPENSATION OF CHIEF EXECUTIVE
OFFICER.
- -------------------------------------------------------------------------------------------------------
J.P. MORGAN CHASE & CO. Agenda: 932142211
CUSIP: 46625H100 Meeting Type: Annual
Ticker: JPM Meeting Date: 5/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MERGER PROPOSAL Mgmt For For
02 HANS W. BECHERER Mgmt For For
FRANK A. BENNACK, JR. Mgmt For For
JOHN H. BIGGS Mgmt For For
LAWRENCE A. BOSSIDY Mgmt For For
ELLEN V. FUTTER Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
WILLIAM B. HARRISON, JR Mgmt For For
HELENE L. KAPLAN Mgmt For For
LEE R. RAYMOND Mgmt For For
JOHN R. STAFFORD Mgmt For For
03 APPOINTMENT OF EXTERNAL AUDITOR Mgmt For For
04 RE-APPROVAL OF KEY EXECUTIVE Mgmt Against Against
PERFORMANCE PLAN
05 ADJOURNMENT OF MEETING, IF NECESSARY, Mgmt For For
TO SOLICIT ADDITIONAL PROXIES
06 DIRECTOR TERM LIMIT Shr Against For
07 CHARITABLE CONTRIBUTIONS Shr Against For
08 POLITICAL CONTRIBUTIONS Shr Against For
09 SEPARATION OF CHAIRMAN AND CEO Shr Against For
10 DERIVATIVE DISCLOSURE Shr Against For
11 AUDITOR INDEPENDENCE Shr Against For
12 DIRECTOR COMPENSATION Shr Against For
13 PAY DISPARITY Shr Against For
- -------------------------------------------------------------------------------------------------------
KLA-TENCOR CORPORATION Agenda: 932048475
CUSIP: 482480100 Meeting Type: Annual
Ticker: KLAC Meeting Date: 11/5/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 H. RAYMOND BINGHAM Mgmt For For
ROBERT T. BOND Mgmt For For
RICHARD J. ELKUS, JR. Mgmt For For
MICHAEL E. MARKS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
JUNE 30, 2004.
- -------------------------------------------------------------------------------------------------------
KIMCO REALTY CORPORATION Agenda: 932124427
CUSIP: 49446R109 Meeting Type: Annual
Ticker: KIM Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 M. KIMMEL Mgmt For For
M. COOPER Mgmt For For
R. DOOLEY Mgmt For For
M. FLYNN Mgmt For For
J. GRILLS Mgmt For For
D. HENRY Mgmt For For
F.P. HUGHES Mgmt For For
F. LOURENSO Mgmt For For
R. SALTZMAN Mgmt For For
02 TO APPROVE A RECOMMENDATION BY THE Mgmt For For
BOARD OF DIRECTORS THAT THE COMPANY S
EQUITY PARTICIPATION PLAN BE AMENDED
SO THAT THE EXECUTIVE COMPENSATION
COMMITTEE HAS THE AUTHORITY TO GRANT
UP TO 15% OF THE SHARES OF COMMON
STOCK AVAILABLE FOR FUTURE GRANT
UNDER THE EQUITY PARTICIPATION PLAN
AS GRANTS OF RESTRICTED SHARES OF
COMMON STOCK.
03 TO CONSIDER A STOCKHOLDER PROPOSAL TO Shr Against For
SEPARATE CHAIRMAN AND CHIEF
EXECUTIVE OFFICER POSITIONS, IF
PROPERLY PRESENTED AT THE MEETING.
- -------------------------------------------------------------------------------------------------------
ELI LILLY AND COMPANY Agenda: 932101645
CUSIP: 532457108 Meeting Type: Annual
Ticker: LLY Meeting Date: 4/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 S.C. BEERING Mgmt For For
W. BISCHOFF Mgmt For For
F.G. PRENDERGAST Mgmt For For
K.P. SEIFERT Mgmt For For
02 RATIFICATION OF THE APPOINTMENT BY Mgmt For For
THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF ERNST & YOUNG LLP AS
PRINCIPAL INDEPENDENT AUDITORS FOR
2004.
03 APPROVE THE ELI LILLY AND COMPANY Mgmt For For
BONUS PLAN.
04 PROPOSAL BY SHAREHOLDERS THAT THE Shr Against For
BOARD ADOPT A COMPENSATION PROGRAM
LIMITING THE COMPENSATION OF SENIOR
EXECUTIVES TO SPECIFIED LEVELS.
05 PROPOSAL BY SHAREHOLDERS THAT THE Shr Against For
BOARD REPORT ON HOW THE COMPANY WILL
RESPOND TO PRESSURE TO INCREASE
ACCESS TO AND AFFORDABILITY OF
PRESCRIPTION DRUGS.
- -------------------------------------------------------------------------------------------------------
LIMITED BRANDS, INC. Agenda: 932138250
CUSIP: 532716107 Meeting Type: Annual
Ticker: LTD Meeting Date: 5/17/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 EUGENE M. FREEDMAN Mgmt For For
V. ANN HAILEY Mgmt For For
DAVID T. KOLLAT Mgmt For For
01 LESLIE H. WEXNER Mgmt For For
02 TO ADOPT THE 2004 RESTATEMENT OF THE Mgmt For For
1993 STOCK OPTION AND PERFORMANCE
INCENTIVE PLAN (AS AMENDED AND
RESTATED, THE STOCK PLAN) TO
INCREASE THE NUMBER OF SHARES OF
COMMON STOCK ISSUABLE UNDER THE
PREDECESSOR TO THE STOCK PLAN.
- -------------------------------------------------------------------------------------------------------
LINEAR TECHNOLOGY CORPORATION Agenda: 932051028
CUSIP: 535678106 Meeting Type: Annual
Ticker: LLTC Meeting Date: 11/5/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ROBERT H. SWANSON, JR. Mgmt For For
DAVID S. LEE Mgmt For For
LEO T. MCCARTHY Mgmt For For
RICHARD M. MOLEY Mgmt For For
THOMAS S. VOLPE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR
ENDING JUNE 27, 2004.
- -------------------------------------------------------------------------------------------------------
LOBLAW COMPANIES LTD Agenda: 700493618
CUSIP: 539481101 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: CA5394811015
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the consolidated financial Non-
statements of the Corporation for the Voting
FYE 03 JAN 2004 and the report of
the Auditor thereon
A.1 Elect Mr. John M. Cassaday as a Mgmt For *
Director until the next AGM
A.10 Elect Mr. G. Joseph Reddington as a Mgmt For *
Director until the next AGM
A.11 Elect Mr. T. Iain Ronald as a Mgmt For *
Director until the next AGM
A.12 Elect Mr. W. Galen Weston as a Mgmt For *
Director until the next AGM
A.13 Elect Mr. Joseph H. Wright as a Mgmt For *
Director until the next AGM
A.2 Elect Mr. Camilla H. Dalglish as a Mgmt For *
Director until the next AGM
A.3 Elect Mr. Robert J. Dart as a Mgmt For *
Director until the next AGM
A.4 Elect Mr. Anthony S. Fell as a Mgmt For *
Director until the next AGM
A.5 Elect Mr. Anne L. Fraser as a Mgmt For *
Director until the next AGM
A.6 Elect Mr. Anthony R. Graham as a Mgmt For *
Director until the next AGM
A.7 Elect Mr. John A. Lederer as a Mgmt For *
Director until the next AGM
A.8 Elect Mr. Pierre Michaud as a Mgmt For *
Director until the next AGM
A.9 Elect Mr. Thomas C. O Neile as a Mgmt For *
Director until the next AGM
B. Re-appoint KPMG LLP Chartered Mgmt For *
Accountants as the Auditors of the
Corporation until the next AGM in
C. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: approve to
replace the current system of
compensation for senior executives
with the executive compensation
program implemented in a manner that
does not violate any existing
employment agreement or equity
compensation plans, including the
following features: 1) no senior
executive should be paid more than
the Chief Executive Office Chief
Executive Officer s salary should be
targeted at the mean of salaries paid
at peer Group Companies, not to
exceed CAD1,000,000 annually; 2) the
maximum level of annual bonus should
be a percentage of the Executive s
salary level, capped at 100% of
salary; 3) long-term equity
compensation to senior executives
should be in the form of restricted
shares, not stock options; 4) the
maximum severance payment to a senior
executive should be no more than one
year s salary and bonus
- -------------------------------------------------------------------------------------------------------
LOWE'S COMPANIES, INC. Agenda: 932151525
CUSIP: 548661107 Meeting Type: Annual
Ticker: LOW Meeting Date: 5/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LEONARD L. BERRY Mgmt For For
PAUL FULTON Mgmt For For
DAWN E. HUDSON Mgmt For For
MARSHALL O. LARSEN Mgmt For For
01 ROBERT A. NIBLOCK Mgmt For For
STEPHEN F. PAGE Mgmt For For
O. TEMPLE SLOAN, JR. Mgmt For For
ROBERT L. TILLMAN Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR THE 2004
FISCAL YEAR.
- -------------------------------------------------------------------------------------------------------
LYONDELL CHEMICAL COMPANY Agenda: 932115834
CUSIP: 552078107 Meeting Type: Annual
Ticker: LYO Meeting Date: 5/6/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CAROL A. ANDERSON Mgmt For For
WILLIAM T. BUTLER Mgmt For For
STEPHEN I. CHAZEN Mgmt For For
TRAVIS ENGEN Mgmt For For
S.F. HINCHLIFFE, JR. Mgmt For For
DANNY W. HUFF Mgmt For For
RAY R. IRANI Mgmt For For
DAVID J. LESAR Mgmt For For
DUDLEY C. MECUM Mgmt For For
DAN F. SMITH Mgmt For For
WILLIAM R. SPIVEY Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT AUDITORS, AS THE COMPANY S
AUDITORS FOR THE YEAR 2004.
- -------------------------------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC. Agenda: 932121697
CUSIP: 571748102 Meeting Type: Annual
Ticker: MMC Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 LEWIS W. BERNARD Mgmt For For
MATHIS CABIALLAVETTA Mgmt For For
ZACHARY W. CARTER Mgmt For For
ROBERT F. ERBURU Mgmt For For
OSCAR FANJUL Mgmt For For
RAY J. GROVES Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR 2004.
- -------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda: 932048879
CUSIP: 594918104 Meeting Type: Annual
Ticker: MSFT Meeting Date: 11/11/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM H. GATES III Mgmt For For
STEVEN A. BALLMER Mgmt For For
JAMES I. CASH JR. Mgmt For For
RAYMOND V. GILMARTIN Mgmt For For
A. MCLAUGHLIN KOROLOGOS Mgmt For For
DAVID F. MARQUARDT Mgmt For For
CHARLES H. NOSKI Mgmt For For
HELMUT PANKE Mgmt For For
WM. G. REED JR. Mgmt For For
JON A. SHIRLEY Mgmt For For
02 ADOPTION OF THE AMENDMENTS TO THE Mgmt For For
2001 STOCK PLAN
03 ADOPTION OF THE AMENDMENTS TO THE Mgmt For For
1999 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS
04 SHAREHOLDER PROPOSAL (THE BOARD Shr Against For
RECOMMENDS A VOTE AGAINST THIS
PROPOSAL)
- -------------------------------------------------------------------------------------------------------
NTL INCORPORATED Agenda: 932142704
CUSIP: 62940M104 Meeting Type: Annual
Ticker: NTLI Meeting Date: 5/6/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JEFFREY D. BENJAMIN Mgmt For For
DAVID ELSTEIN Mgmt For For
02 RATIFY THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
03 APPROVAL OF THE AMENDMENT AND Mgmt Against Against
RESTATEMENT OF THE NTL 2003 STOCK
OPTION PLAN.
04 ADOPTION OF SHARE ISSUANCE FEATURE OF Mgmt Against Against
THE NTL GROUP 2004 BONUS SCHEME.
05 ADOPTION OF NTL INCORPORATED Mgmt For For
SHARESAVE PLAN.
- -------------------------------------------------------------------------------------------------------
NTL EUROPE, INC. Agenda: 932078884
CUSIP: 62940R202 Meeting Type: Special
Ticker: NTEUP Meeting Date: 1/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1A TO WAIVE IN CONTEMPLATION OF THE Mgmt For For
REVERSE STOCK SPLIT THE PROVISION OF
OUR CERTIFICATE OF INCORPORATION
PROVIDING THAT, SO LONG AS THE
PREFERRED STOCK IS OUTSTANDING, NO
SECURITIES RANKING JUNIOR TO THE
PREFERRED STOCK WITH RESPECT TO THE
PAYMENT OF DIVIDENDS, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
- -------------------------------------------------------------------------------------------------------
NATIONAL GRID TRANSCO PLC Agenda: 932015654
CUSIP: 636274102 Meeting Type: Annual
Ticker: NGG Meeting Date: 7/21/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO RECEIVE THE REPORT AND ACCOUNTS Mgmt For For
FOR THE YEAR ENDED 31 MARCH 2003 AND
THE AUDITORS REPORT ON THE ACCOUNTS.
02 TO DECLARE A FINAL DIVIDEND OF 10.34 Mgmt For For
PENCE PER ORDINARY SHARE FOR THE YEAR
ENDED 31 MARCH 2003.
03 TO REAPPOINT NICK WINSER AS A Mgmt For For
04 TO REAPPOINT SIR JOHN PARKER AS A Mgmt For For
DIRECTOR.
05 TO REAPPOINT STEVE LUCAS AS A Mgmt For For
06 TO REAPPOINT JOHN WYBREW AS A Mgmt For For
07 TO REAPPOINT KENNETH HARVEY AS A Mgmt For For
DIRECTOR.
08 TO REAPPOINT STEPHEN PETTIT AS A Mgmt For For
DIRECTOR.
09 TO REAPPOINT GEORGE ROSE AS A Mgmt For For
10 TO REAPPOINT STEVE HOLLIDAY AS A Mgmt For For
DIRECTOR.
11 TO REAPPOINT PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS NATIONAL GRID TRANSCO S
AUDITORS AND SET THE AUDITORS
REMUNERATION.
12 TO APPROVE THE DIRECTORS Mgmt For For
REMUNERATION REPORT FOR THE YEAR
ENDED 31 MARCH 2003.
13 TO AUTHORISE THE COMPANY GENERALLY Mgmt For For
AND UNCONDITIONALLY TO MAKE MARKET
PURCHASES OF ITS ORDINARY SHARES.
- -------------------------------------------------------------------------------------------------------
NISOURCE INC. Agenda: 932124984
CUSIP: 65473P105 Meeting Type: Annual
Ticker: NI Meeting Date: 5/11/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEVEN C. BEERING Mgmt For For
DENNIS E. FOSTER Mgmt For For
RICHARD L. THOMPSON Mgmt For For
CAROLYN Y. WOO Mgmt For For
02 RATIFICATION OF INDEPENDENT PUBLIC Mgmt For For
ACCOUNTANTS.
- -------------------------------------------------------------------------------------------------------
PETRO-CANADA Agenda: 700486043
CUSIP: 71644E102 Meeting Type: EGM
Ticker: Meeting Date: 4/27/2004 ISIN: CA71644E1025
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the consolidated financial Non-
statements of the Corporation for the Voting
YE 31 DEC 2003 together with the
report of the Auditors
1.1 Elect Mr. Ron A. Brenneman as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.10 Elect Mr. Paul D. Melnuk as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.11 Elect Mr. Guylaine Saucier as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.12 Elect Mr. William W. Siebens as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.2 Elect Mr. Angus A. Bruneau as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.3 Elect Mr. Gail Cook-Bennett as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.4 Elect Mr. Richard J. Currie as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.5 Elect Mr. Claude Fontaine as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.6 Elect Mr. Paul Haseldonckx as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.7 Elect Mr. Thomas E. Kierans as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.8 Elect Mr. Brian F. MacNeill as a Mgmt For *
Director of the Corporation until the
close of the next annual meeting
1.9 Elect Mr. Maureen McCaw as a Director Mgmt For *
of the Corporation until the close
of the next annual meeting
2. Appoint Deloitte & Touche LLP as the Mgmt For *
Auditors of the Corporation for the
FY 2004
4.A PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: Approve to
prepare a report by SEP 2004 at a
reasonable cost and omitting
proprietary information to describe
how the Company has evaluated market
opportunities in wind, solar and
other renewable sources of energy and
the business risks associated with a
strategic focus on a single
technology solution in the renewable
energy industry
4.B PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: Approve to
issue a report to the shareholders
that has been verified by credible
third party Auditors on specific
emission reduction initiatives
undertaken by the Company to address
risks and liabilities arising from
climate change, including target and
actual emission
S.3 Ratify and approve the amendment of Mgmt For *
the Corporation s Employee Stock
Option Plan to provide for a cash
payment feature
- -------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda: 932107077
CUSIP: 71654V408 Meeting Type: Annual
Ticker: PBR Meeting Date: 3/29/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A1 APPROVAL OF THE MANAGEMENT REPORT, Mgmt For For
THE FINANCIAL STATEMENTS AND AUDIT
COMMITTEE S OPINION FOR THE FISCAL
YEAR 2003.
A2 APPROVAL OF THE CAPITAL EXPENDITURES Mgmt For For
BUDGET FOR THE FISCAL YEAR 2004.
A3 APPROVAL OF THE DISTRIBUTION OF Mgmt For For
RESULTS FOR THE FISCAL YEAR 2003.
A4 APPROVAL OF THE ELECTION OF MEMBERS Mgmt For For
TO THE BOARD OF DIRECTORS, AUDIT
COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME
MANNER AS THE MAJORITY OF THE
SHAREHOLDERS AT THE MEETING.*
E1 APPROVAL OF THE INCREASE IN CAPITAL Mgmt For For
STOCK THROUGH THE INCORPORATION OF
PART OF THE REVENUE RESERVES
CONSTITUTED IN PREVIOUS FISCAL YEARS
AMOUNTING TO R$ 13,033 MILLION,
INCREASING THE CAPITAL STOCK FROM R$
19,863 MILLION TO R$ 32,896 MILLION
WITHOUT ANY CHANGE TO THE NUMBER OF
ISSUED SHARES.
E2 APPROVAL OF THE INCREASE IN THE LIMIT Mgmt For For
OF AUTHORIZED CAPITAL FROM R$ 30
BILLION TO R$ 60 BILLION.
E3 APPROVAL OF THE ESTABLISHMENT OF THE Mgmt Against Against
COMPENSATION OF MANAGEMENT AND
EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR
PARTICIPATION IN THE PROFITS.
- -------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda: 932101607
CUSIP: 717081103 Meeting Type: Annual
Ticker: PFE Meeting Date: 4/22/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MICHAEL S. BROWN Mgmt For For
M. ANTHONY BURNS Mgmt For For
ROBERT N. BURT Mgmt For For
W. DON CORNWELL Mgmt For For
WILLIAM H. GRAY III Mgmt For For
CONSTANCE J. HORNER Mgmt For For
WILLIAM R. HOWELL Mgmt For For
STANLEY O. IKENBERRY Mgmt For For
GEORGE A. LORCH Mgmt For For
HENRY A. MCKINNELL Mgmt For For
DANA G. MEAD Mgmt For For
FRANKLIN D. RAINES Mgmt For For
RUTH J. SIMMONS Mgmt For For
WILLIAM C. STEERE, JR. Mgmt For For
JEAN-PAUL VALLES Mgmt For For
02 A PROPOSAL TO APPROVE THE APPOINTMENT Mgmt For For
OF KPMG LLP AS INDEPENDENT AUDITORS
FOR 2004.
03 A PROPOSAL TO APPROVE THE PFIZER INC. Mgmt For For
2004 STOCK PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING Shr Against For
REVIEW OF THE ECONOMIC EFFECTS OF THE
HIV/AIDS, TB AND MALARIA PANDEMICS
ON THE COMPANY S BUSINESS STRATEGY.
05 SHAREHOLDER PROPOSAL RELATING TO Shr Against For
POLITICAL CONTRIBUTIONS.
06 SHAREHOLDER PROPOSAL RELATING TO AN Shr Against For
ANNUAL REPORT ON CORPORATE RESOURCES
DEVOTED TO SUPPORTING POLITICAL
ENTITIES OR CANDIDATES.
07 SHAREHOLDER PROPOSAL SEEKING TO Shr Against For
IMPOSE TERM LIMITS ON DIRECTORS.
08 SHAREHOLDER PROPOSAL REQUESTING A Shr Against For
REPORT ON INCREASING ACCESS TO PFIZER
PRODUCTS.
09 SHAREHOLDER PROPOSAL ON STOCK Shr Against For
10 SHAREHOLDER PROPOSAL ON IN VITRO Shr Against For
TESTING.
- -------------------------------------------------------------------------------------------------------
PHELPS DODGE CORPORATION Agenda: 932144657
CUSIP: 717265102 Meeting Type: Annual
Ticker: PD Meeting Date: 5/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 MARIE L. KNOWLES Mgmt For For
JON C. MADONNA Mgmt For For
GORDON R. PARKER Mgmt For For
ROBERT D. JOHNSON Mgmt For For
02 SHAREHOLDER PROPOSAL REGARDING Shr Against For
CHARITABLE CONTRIBUTIONS.
- -------------------------------------------------------------------------------------------------------
POTASH CORPORATION OF SASKATCHEWAN I Agenda: 932118549
CUSIP: 73755L107 Meeting Type: Special
Ticker: POT Meeting Date: 5/6/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 F.J. BLESI Mgmt For For
W.J. DOYLE Mgmt For For
J.W. ESTEY Mgmt For For
W. FETZER III Mgmt For For
D.J. HOWE Mgmt For For
01 A.D. LABERGE Mgmt For For
J.J. MCCAIG Mgmt For For
M. MOGFORD Mgmt For For
P.J. SCHOENHALS Mgmt For For
E.R. STROMBERG Mgmt For For
J.G. VICQ Mgmt For For
E. VIYELLA DE PALIZA Mgmt For For
02 THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS AUDITORS OF THE CORPORATION.
03 THE SHAREHOLDER PROPOSAL ATTACHED AS Shr Against For
APPENDIX C TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
- -------------------------------------------------------------------------------------------------------
QUALCOMM, INCORPORATED Agenda: 932081209
CUSIP: 747525103 Meeting Type: Annual
Ticker: QCOM Meeting Date: 3/2/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ADELIA A. COFFMAN Mgmt For For
RAYMOND V. DITTAMORE Mgmt For For
IRWIN MARK JACOBS Mgmt For For
RICHARD SULPIZIO Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S 2001 STOCK OPTION PLAN TO
INCREASE THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE UNDER SUCH PLAN.
03 TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANTS FOR
THE COMPANY S FISCAL YEAR ENDING
SEPTEMBER 26, 2004. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE AGAINST
PROPOSAL 4
04 BERNARD LUBRAN - TO ELIMINATE THE Shr For Against
CLASSIFIED BOARD.
- -------------------------------------------------------------------------------------------------------
ROYAL BANK OF CANADA Agenda: 700451381
CUSIP: 780087102 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: CA7800871021
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the financial statements of Non-
the Bank for the YE 31 OCT 2003 and Voting
the Auditors report on the
1.1 Elect Mr. W. Geoffrey Beattie as a Mgmt For *
Director until the next AGM
1.10 Elect Mr. Gordon M. Nixon as a Mgmt For *
Director until the next AGM
1.11 Elect Mr. David P. O Brien as a Mgmt For *
Director until the next AGM
1.12 Elect Ms. Charlotte R. Otto as a Mgmt For *
Director until the next AGM
1.13 Elect Mr. Robert B. Pterson as a Mgmt For *
Director until the next AGM
1.14 Elect Mr. J. Pedro Reinhard as a Mgmt For *
Director until the next AGM
1.15 Elect Mr. Cecil W. Sewell, Jr. as a Mgmt For *
Director until the next AGM
1.16 Elect Ms. Kathleen P. Taylor as a Mgmt For *
Director until the next AGM
1.17 Elect Mr. Victor L. Young as a Mgmt For *
Director until the next AGM
1.2 Elect Mr. George A. Cohon as a Mgmt For *
Director until the next AGM
1.3 Elect Mr. Douglas T. Elix as a Mgmt For *
Director until the next AGM
1.4 Elect Mr. John T. Ferguson as a Mgmt For *
Director until the next AGM
1.5 Elect Mr. L. Yves Fortier as a Mgmt For *
Director until the next AGM
1.6 Elect The Honorable Paule Gauthier as Mgmt For *
a Director until the next AGM
1.7 Elect Mr. Jacques Lamarre as a Mgmt For *
Director until the next AGM
1.8 Elect Mr. Brandt C. Louie as a Mgmt For *
Director until the next AGM
1.9 Elect Mr. J. Edward Newall as a Mgmt For *
Director until the next AGM
2. Appoint Deloitte & Touche LLP as the Mgmt For *
sole Auditors of the Bank until the
next AGM
3. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that
the Corporation adopt a Bye-laws
prohibiting the Chief Executive
Officer CEO from serving on the Board
of Directors of any other listed
Corporation that is unrelated
4. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that
the Corporation disclose the total
value of the pensions granted to each
of the Principal Executive Officers
and the associated annual costs and
report any actuarial deficits
associated with executive pension
5. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that
the Corporation adopt a Bye-laws to
force its Executive Officers and any
other person who is an insider to
give 10 calendar days prior public
notice of any transaction in the
securities of the Corporation,
including the exercise of stock
6. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that,
where a shareholders raises a
question at the AGM and a response is
given right there and then, by
either a Member of the Board of
Directors or an Officer of the Bank
or one of its subsidiaries, and where
the shareholders subsequently sends a
written request to the Board Members
or Officer concerned asking for this
response to be put in writing, the
Board Members or Officer shall
respond himself or herself in writing
to the request and that his or her
written response faithfully reflect
what he or she said at the meeting,
in the same simple, easily
- -------------------------------------------------------------------------------------------------------
ROYAL DUTCH PETROLEUM COMPANY Agenda: 932190060
CUSIP: 780257804 Meeting Type: Annual
Ticker: RD Meeting Date: 6/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
03 APPOINTMENT OF MS. L.Z. COOK AS A Mgmt For For
MANAGING DIRECTOR OF THE COMPANY.*
04 APPOINTMENT OF MRS. CH. MORIN-POSTEL Mgmt For For
AS A MEMBER OF THE SUPERVISORY
05 APPOINTMENT OF MR. M.A. VAN DEN BERGH Mgmt For For
AS A MEMBER OF THE SUPERVISORY BOARD
OWING TO RETIREMENT BY ROTATION.*
06 REDUCTION OF THE ISSUED SHARE CAPITAL Mgmt For For
WITH A VIEW TO CANCELLA TION OF THE
SHARES ACQUIRED BY THE COMPANY IN ITS
OWN CAPITAL.
07 AUTHORIZATION OF THE BOARD OF Mgmt For For
MANAGEMENT, PURSUANT TO ARTICLE 98,
BOOK 2 OF THE NETHERLANDS CIVIL CODE,
AS THE COMPETENT BODY TO ACQUIRE
SHARES IN THE CAPITAL OF THE COMPANY.
2A FINALIZATION OF THE BALANCE SHEET AS Mgmt For For
AT DECEMBER 31, 2003, THE PROFIT AND
LOSS ACCOUNT FOR THE YEAR 2003 AND
THE NOTES TO THE BALANCE SHEET AND
THE PROFIT AND LOSS ACCOUNT.
2B DECLARATION OF THE TOTAL DIVIDEND FOR Mgmt For For
THE YEAR 2003.
2C DISCHARGE OF THE MANAGING DIRECTORS Mgmt For For
OF RESPONSIBILITY IN RESPECT OF THEIR
MANAGEMENT FOR THE YEAR 2003.
2D DISCHARGE OF THE MEMBERS OF THE Mgmt For For
SUPERVISORY BOARD OF RESPONSIBILITY
FOR THEIR SUPERVISION FOR THE YEAR
2003.
- -------------------------------------------------------------------------------------------------------
SBC COMMUNICATIONS INC. Agenda: 932103536
CUSIP: 78387G103 Meeting Type: Annual
Ticker: SBC Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES E. BARNES Mgmt For For
JAMES A. HENDERSON Mgmt For For
JOHN B. MCCOY Mgmt For For
S. DONLEY RITCHEY Mgmt For For
JOYCE M. ROCHE Mgmt For For
PATRICIA P. UPTON Mgmt For For
02 APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For
03 APPROVE AN AMENDMENT TO SBC S BYLAWS. Mgmt For For
04 STOCKHOLDER PROPOSAL A. Shr Against For
05 STOCKHOLDER PROPOSAL B. Shr Against For
- -------------------------------------------------------------------------------------------------------
SASOL LTD Agenda: 700434664
CUSIP: 803866102 Meeting Type: AGM
Ticker: Meeting Date: 11/28/2003 ISIN: ZAE000006896
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact such other business as may Non- No Action *
be transacted at an AGM of members Voting
1. Receive and consider the annual Mgmt No Action *
financial statements of the Company
and of the Group for the YE 30 JUN
2003, together with the reports of
the Directors and Auditors
2.A Re-elect Mr. W A M Clewlow as a Mgmt No Action *
Director, retiring in terms of
Articles 75(d) and 75(e) of the
Company s Articles of Association
2.B Re-elect Mr. P V Cox as a Director, Mgmt No Action *
retiring in terms of Articles 75(d)
and 75(e) of the Company s Articles
of Association
2.C Re-elect Mr. S Montsi as a Director, Mgmt No Action *
retiring in terms of Articles 75(d)
and 75(e) of the Company s Articles
of Association
2.D Re-elect Dr. C B Strauss as a Mgmt No Action *
Director, retiring in terms of
Articles 75(d) and 75(e) of the
Company s Articles of Association
2.E Re-elect Mr. T S Munday as a Mgmt No Action *
Director, retiring in terms of
Articles 75(d) and 75(e) of the
Company s Articles of Association
3. Elect Mrs. E le R Bradley who is Mgmt No Action *
required, in terms of Article 75(h)
of the Company s Articles of
Association, to retire as Director at
the AGM of the Company to be held on
28 NOV 2003 and who is eligible for
and has offered herself for re-
election at the AGM
4.A Elect Mr. M S V Gantsho who is Mgmt No Action *
required, in terms of Article 75(h)
of the Company s Articles of
Association to retire as Directors at
the AGM of the Company to be held on
28 NOV 2003 and who are eligible for
and have offered himself for re-
election at the AGM
4.B Elect Mr. A Jain who is required, in Mgmt No Action *
terms of Article 75(h) of the Company s
Articles of Association to retire
as Directors at the AGM of the
Company to be held on 28 NOV 2003 and
who are eligible for and have
offered himself for re-election at
4.C Elect Mr. S B Pfeiffer who is Mgmt No Action *
required, in terms of Article 75(h)
of the Company s Articles of
Association to retire as Directors at
the AGM of the Company to be held on
28 NOV 2003 and who are eligible for
and have offered himself for re-
election at the AGM
5. Re-appoint KPMG Inc as Auditors Mgmt No Action *
6.S1 Authorize the Directors of the Mgmt No Action *
Company to approve the purchase by
the Company, or by any of its
subsidiaries, of the Company s
shares, subject to the provisions of
the Companies Act of 1973, as amended
and subject to the rules and
requirements of the JSE, as amended,
provided that: a) the general
authority granted to the Directors
shall be valid only until the Company s
next AGM and shall not extend
beyond 15 (fifteen) months from the
date of this resolution; b) the
general authority shall be limited to
a maximum of 10% of the Company s
issued share capital of the shares in
the applicable class at the time that
the authority is granted; c) any
acquisition must not be made at a
price more than 10% above the
weighted average of the market value
of the share for the five business
days immediately preceding the date
of such acquisition; d) that a paid
press release giving such details as
may be required in terms of the
Listings Requirements of the JSE be
published when the Company or its
subsidiaries have cumulatively
repurchased 3% of the shares in issue
at the time the authority was given;
and e) the general authority may be
varied or revoked, by special
7.O1 Approve to place the balance of the Mgmt No Action *
ordinary shares of the Company, not
allotted nor issued as at 28 NOV
2003, under the control of the
Directors with general authorisation
to allot and issue such shares at
such prices and upon such terms and
conditions, as they deem fit subject
to the provisions of the Companies
Act of 1973, as amended, and the
rules and requirements of the JSE, as
amended, and of the Securities
8.O2 Approve the revised annual fees Mgmt No Action *
payable by the Company to non-
executive Directors by the Company
and any of its subsidiaries with
retroactive effect from 1 OCT 2003
- -------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N Agenda: 932100996
CUSIP: 806857108 Meeting Type: Annual
Ticker: SLB Meeting Date: 4/14/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J. DEUTCH Mgmt For For
J.S. GORELICK Mgmt For For
A. GOULD Mgmt For For
T. ISAAC Mgmt For For
A. LAJOUS Mgmt For For
A. LEVY-LANG Mgmt For For
D. PRIMAT Mgmt For For
T. SANDVOLD Mgmt For For
N. SEYDOUX Mgmt For For
L.G. STUNTZ Mgmt For For
02 ADOPTION AND APPROVAL OF FINANCIALS Mgmt For For
AND DIVIDENDS
03 APPROVAL OF ADOPTION OF THE 2004 Mgmt For For
STOCK AND DEFERRAL PLAN FOR NON-
EMPLOYEE DIRECTORS
04 APPROVAL OF AUDITORS Mgmt For For
- -------------------------------------------------------------------------------------------------------
SEPRACOR INC. Agenda: 932135393
CUSIP: 817315104 Meeting Type: Annual
Ticker: SEPR Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DIGBY W. BARRIOS Mgmt For For
ALAN A. STEIGROD Mgmt For For
02 TO APPROVE AN AMENDMENT TO OUR 2000 Mgmt Against Against
STOCK INCENTIVE PLAN INCREASING FROM
5,500,000 TO 8,000,000 THE NUMBER OF
SHARES OF OUR COMMON STOCK RESERVED
FOR ISSUANCE UNDER THE 2000 PLAN.
03 TO RATIFY THE SELECTION BY OUR BOARD Mgmt For For
OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR THE CURRENT
- -------------------------------------------------------------------------------------------------------
SHELL CANADA LTD Agenda: 700485077
CUSIP: 822567103 Meeting Type: MIX
Ticker: Meeting Date: 4/30/2004 ISIN: CA8225671038
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the annual report and the Non-
comparative consolidated financial Voting
statements of the Corporation and its
subsidiaries for the YE 31 DEC 2003
and the report of the Auditors
1.1 Elect Mr. D.H. Burney as a member of Mgmt For *
the Board of Directors
1.10 Elect Mr. J. Van Der Veer as a member Mgmt For *
of the Board of Directors
1.2 Elect Mr. L.Z. Cook as a member of Mgmt For *
the Board of Directors
1.3 Elect Mr. I.J. Goodreau as a member Mgmt For *
of the Board of Directors
1.4 Elect Mr. K.L. Hawkins as a member of Mgmt For *
the Board of Directors
1.5 Elect Mr. D.W. Kerr as a member of Mgmt For *
the Board of Directors
1.6 Elect Mr. W.A. Loader as a member of Mgmt For *
the Board of Directors
1.7 Elect Mr. R.W. Osborne as a member of Mgmt For *
the Board of Directors
1.8 Elect Mr. R. Royer as a member of the Mgmt For *
Board of Directors
1.9 Elect Mr. N.C. Southern as a member Mgmt For *
of the Board of Directors
2. Appoint PricewaterhouseCoopers LLP as Mgmt For *
the Auditors and authorize the
Directors to fix their remuneration
3.1 PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: Approve that,
the Company s Board of Directors and
its Executive Compensation Committee
replace the current system of
compensation for Senior Executives
with the following Executive
Compensation Program including the
following features: 1) salary: the
Chief Executive Officer s CEO salary
should be targeted at the mean of
salaries paid at peer Group
Companies, not to exceed CAD
1,000,000 annually; no Senior
Executive should be paid more than
the CEO; 2) annual bonus: the annual
bonus paid to Senior Executives
should be based on well-defined
quantitative financial and
qualitative non-financial performance
measures; the maximum level of annual
bonus should be a percentage of the
Executive s salary level, capped at
100% of salary; 3) long-term equity
compensation: long- term equity
compensation to Senior Executives
should be in the form of restricted
shares, not stock options; the
restricted share program should
utilize justifiable performance
criteria and challenging performance
benchmarks; it should contain a
vesting requirement of at least three
years; Executives should be required
to hold all shares awarded under the
program for the duration of their
employment; the value of the
restricted share grant should not
exceed CAD 1,000,000 on the date of
grant; 4) severance: the maximum
severance payment to a Senior
Executive should be no more than one
year s salary and bonus; and 5)
disclosure: key components of the
Executive Compensation Plan should be
outlined in the Compensation
Committee s report to shareholders,
with variances from the Commonsense
3.2 PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDERS PROPOSAL: Approve that,
that the Board of Directors
Compensation Committee, in developing
future Senior Executive equity
compensation plans, utilize
performance and time based restricted
share programs in lieu of stock
options; the restricted shares issued
by the Company should include the
following features: 1) operational
performance measures: the restricted
share program should utilize
justifiable operational performance
criteria combined with challenging
performance benchmarks for each
criteria utilized; the performance
criteria and associated performance
benchmarks selected by the
Compensation Committee should be
clearly disclosed to shareholders; 2)
time-based vesting: a time-based
vesting requirement of at least three
years should also be a feature of the
restricted shares program; that is,
in addition to the operational
performance criteria, no restricted
shares should vest in less than three
years from the date of the grant; 3)
dividend limitation: no dividend or
proxy voting rights should be granted
or exercised prior to the vesting of
the restricted shares; and 4) share
retention: in order to link
shareholder and Management interests,
a retention feature should also be
included; that is, all shares granted
pursuant to the restricted share
program should be retained by the
Senior Executives for the duration of
their tenure with the Company
4. Authorize: 1) the Corporation to Mgmt For *
amend the Long Term Incentive Plan
the Share Option Plan of the
Corporation to (i) to clarify the
definition of employees eligible to
participate in the Share Option Plan;
to (ii) increase the aggregate number
of common shares which may be
reserved for issuance under the Share
Option Plan by an additional
9,000,000 common shares; to (iii)
permit the return of option shares to
the Plan upon the exercise of share
appreciation rights; and to (iv)
delete the time limitation periods
for the exercise of share
appreciation rights, all as subject
to adjustment as provided in the
Share Option Plan; 2) the proper
Officers of the Corporation to do all
things and execute all documents
necessary or desirable to carry out
the foregoing; and 3) the Directors
of the Corporation to revoke this
resolution before it is acted upon,
without further approval of the
shareholders, if such revocation
would, in the opinion of the
5. Transact any other business Other For *
- -------------------------------------------------------------------------------------------------------
SHELL TRANSPORT & TRADING CO PLC Agenda: 700533866
CUSIP: 822703104 Meeting Type: AGM
Ticker: Meeting Date: 6/28/2004 ISIN: GB0008034141
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the accounts of the Company for
the YE 31 DEC 2003
2. Approve the remuneration report for Mgmt For *
the YE 31 DEC 2003, accounts 2003 and
the summarized in the summary annual
report and the accounts 2003
3. Elect Mr. Malcolm Brinded as a Mgmt For *
4. Re-elect Dr. Eileen Buttle as a Mgmt For *
Director
5. Re-elect Mr. Luis Giusti as a Mgmt For *
6. Re-elect Miss. Mary (Nina) Henderson Mgmt For *
as a Director
7. Re-elect Mr. Lord Oxbourgh as a Mgmt For *
Director
8. Reappoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company
9. Authorize the Board to settle the Mgmt For *
remuneration of the Auditors for 2004
S.10 Authorize the Company to make market Mgmt For *
purchases Section 163 of up to
483,000,000 ordinary shares of 25p
each in the capital of the Company,
at a minimum price of 25p per share
and up to 105% of the average middle
market quotations for such shares
derived from the London Stock
Exchange Daily Official List, over
the previous 5 business days;
Authority expires the earlier of the
conclusion of the next AGM 2005 of
the Company or 31 JUL 2005; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
- -------------------------------------------------------------------------------------------------------
SHELL TRANSPORT & TRADING COMPANY, P Agenda: 932196771
CUSIP: 822703609 Meeting Type: Annual
Ticker: SC Meeting Date: 6/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
O1 THAT THE REPORT OF THE DIRECTORS AND Mgmt For For
THE ACCOUNTS OF THE COMPANY FOR THE
YEAR ENDED DECEMBER 31, 2003 BE
ADOPTED.
O2 THAT THE REMUNERATION REPORT FOR THE Mgmt For For
YEAR ENDED DECEMBER 31, 2003 SET OUT
IN THE ANNUAL REPORT AND ACCOUNTS
2003 AND SUMMARISED IN THE SUMMARY
ANNUAL REPORT AND ACCOUNTS 2003 BE
O3 THAT MALCOLM BRINDED BE ELECTED AS A Mgmt For For
DIRECTOR.
O4 THAT DR EILEEN BUTTLE BE RE-ELECTED Mgmt For For
AS A DIRECTOR.
O5 THAT LUIS GIUSTI BE RE-ELECTED AS A Mgmt For For
DIRECTOR.
O6 THAT MARY (NINA) HENDERSON BE RE- Mgmt For For
ELECTED AS A DIRECTOR.
O7 THAT LORD OXBURGH BE RE-ELECTED AS A Mgmt For For
DIRECTOR.
O8 THAT PRICEWATERHOUSECOOPERS LLP BE Mgmt For For
RE-APPOINTED AS AUDITORS OF THE
O9 THAT THE BOARD BE AUTHORISED TO Mgmt For For
SETTLE THE REMUNERATION OF THE
AUDITORS FOR 2004.
S10 THAT THE COMPANY BE AUTHORISED TO Mgmt For For
MAKE MARKET PURCHASES (AS DEFINED IN
SECTION 163 OF THE COMPANIES ACT
1985) OF UP TO 483,000,000 ORDINARY
SHARES OF 25P PER SHARE IN THE
CAPITAL OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------
SMURFIT-STONE CONTAINER CORPORATION Agenda: 932132537
CUSIP: 832727101 Meeting Type: Annual
Ticker: SSCC Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES R. BORIS Mgmt For For
ALAN E. GOLDBERG Mgmt For For
WILLIAM T. LYNCH, JR. Mgmt For For
PATRICK J. MOORE Mgmt For For
JAMES J. O'CONNOR Mgmt For For
JERRY K. PEARLMAN Mgmt For For
THOMAS A. REYNOLDS, III Mgmt For For
WILLIAM D. SMITHBURG Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR THE COMPANY FOR 2004.
03 SMURFIT-STONE CONTAINER CORPORATION Mgmt For For
2004 LONG TERM INCENTIVE PLAN.
04 SMURFIT-STONE CONTAINER CORPORATION Mgmt For For
NON-EMPLOYEE DIRECTOR DEFERRED
COMPENSATION PLAN
05 STOCKHOLDER PROPOSAL Shr Against For
- -------------------------------------------------------------------------------------------------------
SOLECTRON CORPORATION Agenda: 932074381
CUSIP: 834182107 Meeting Type: Annual
Ticker: SLR Meeting Date: 1/7/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM A. HASLER Mgmt For For
MICHAEL R. CANNON Mgmt For For
RICHARD A. D'AMORE Mgmt For For
HEINZ FRIDRICH Mgmt For For
WILLIAM R. GRABER Mgmt For For
DR. PAUL R. LOW Mgmt For For
C. WESLEY M. SCOTT Mgmt For For
OSAMU YAMADA Mgmt For For
CYRIL YANSOUNI Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against
COMPANY S 2002 STOCK OPTION PLAN TO
PERMIT AN OPTION EXCHANGE PROGRAM.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING
AUGUST 31, 2004.
- -------------------------------------------------------------------------------------------------------
SONOCO PRODUCTS COMPANY Agenda: 932099751
CUSIP: 835495102 Meeting Type: Annual
Ticker: SON Meeting Date: 4/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 F.L.H. COKER* Mgmt For For
C.C. FORT* Mgmt For For
B.L.M. KASRIEL* Mgmt For For
J.H. MULLIN, III* Mgmt For For
T.E. WHIDDON* Mgmt For For
J.M. MICALI** Mgmt For For
02 SHAREHOLDER PROPOSAL TO URGE THE Shr Against For
BOARD OF DIRECTORS TO ARRANGE FOR THE
PROMPT SALE OF THE COMPANY TO THE
HIGHEST BIDDER.
- -------------------------------------------------------------------------------------------------------
THE SOUTHERN COMPANY Agenda: 932148857
CUSIP: 842587107 Meeting Type: Annual
Ticker: SO Meeting Date: 5/26/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 D.P. AMOS Mgmt For For
D.J. BERN Mgmt For For
F.S. BLAKE Mgmt For For
T.F. CHAPMAN Mgmt For For
H.A. FRANKLIN Mgmt For For
B.S. GORDON Mgmt For For
D.M. JAMES Mgmt For For
Z.T. PATE Mgmt For For
J.N. PURCELL Mgmt For For
D.M. RATCLIFFE Mgmt For For
G.J. ST. PE Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE AS INDEPENDENT
AUDITORS FOR 2004
03 APPROVAL OF OUTSIDE DIRECTORS STOCK Mgmt For For
PLAN
- -------------------------------------------------------------------------------------------------------
STORA ENSO OYJ Agenda: 932093393
CUSIP: 86210M106 Meeting Type: Annual
Ticker: SEO Meeting Date: 3/18/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
02 ADOPTION OF THE INCOME STATEMENT AND Mgmt For For
BALANCE SHEET OF THE PARENT COMPANY
AND THE CONSOLIDATED INCOME STATEMENT
AND BALANCE SHEET.
03 DISPOSAL OF THE YEAR S PROFIT AND Mgmt For For
DISTRIBUTION OF DIVIDEND EUR 0.45.
05 RESOLUTION CONCERNING DISCHARGE OF Mgmt Against Against
THE MEMBERS OF THE BOARD OF DIRECTORS
AND THE CEO FROM LIABILITY.
06 NUMBER OF THE MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS (11).
07 NUMBER OF AUDITORS (1). Mgmt For For
09 ELECTION OF THE MEMBERS OF THE BOARD Mgmt For For
OF DIRECTORS.
10 ELECTION OF AUDITORS. Mgmt For For
11 CANCELLATION OF THE SHARES Mgmt For For
REPURCHASED IN THE COMPANY S SHARE
REPURCHASE PROGRAM AND REDUCTION OF
THE COMPANY S SHARE CAPITAL.
12 AUTHORISATION TO THE BOARD OF Mgmt For For
DIRECTORS TO REPURCHASE THE COMPANY S
OWN SHARES.
13 AUTHORISATION TO THE BOARD OF Mgmt For For
DIRECTORS TO DISPOSE OF THE SHARES
PURCHASED IN THE SHARE REPURCHASE
PROGRAM.
- -------------------------------------------------------------------------------------------------------
SUN LIFE FINANCIAL INC Agenda: 700500944
CUSIP: 866796105 Meeting Type: AGM
Ticker: Meeting Date: 5/19/2004 ISIN: CA8667961053
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the consolidated financial Non-
statements of the Corporation for the Voting
YE 31 DEC 2003 together with the
reports of the Auditor and the
actuary on those statements
1. Amend the existing Section 2.3 of By- Mgmt For *
law No.1
3.1 Elect Mr. Robert M. Astley as a Mgmt For *
Director
3.10 Elect Mr. W. Vickery Stoughton as a Mgmt For *
Director
3.2 Elect Mr. William R. Fatt as a Mgmt For *
3.3 Elect Mr. Germaine Gibara as a Mgmt For *
3.4 Elect Mr. Stanley H. Hartt as a Mgmt For *
Director
3.5 Elect Mr. Ronald W. Osborne as a Mgmt For *
Director
3.6 Elect Mr. Madeleine M. Paquin as a Mgmt For *
Director
3.7 Elect Mr. C. James Prieur as a Mgmt For *
3.8 Elect Mr. Donald A. Stewart as a Mgmt For *
Director
3.9 Elect Mr. William W. Stinson as a Mgmt For *
Director
4. Appoint Deloitte & Touche LLP as the Mgmt For *
Auditors of the Corporation
S.2 Amend the existing Section 2.6 of By- Mgmt For *
law No.1
- -------------------------------------------------------------------------------------------------------
SUN MICROSYSTEMS, INC. Agenda: 932051446
CUSIP: 866810104 Meeting Type: Annual
Ticker: SUNW Meeting Date: 11/13/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 SCOTT G. MCNEALY Mgmt For For
JAMES L. BARKSDALE Mgmt For For
L. JOHN DOERR Mgmt For For
ROBERT J. FISHER Mgmt For For
MICHAEL E. LEHMAN Mgmt For For
ROBERT L. LONG Mgmt For For
M. KENNETH OSHMAN Mgmt For For
NAOMI O. SELIGMAN Mgmt For For
LYNN E. TURNER Mgmt For For
02 AMENDMENTS TO THE 1990 EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN. PROPOSAL TO APPROVE
AMENDMENTS TO SUN S 1990 EMPLOYEE
STOCK PURCHASE PLAN, INCLUDING AN
INCREASE IN THE NUMBER OF SHARES OF
COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER BY 170,000,000 SHARES OF
COMMON STOCK TO AN AGGREGATE OF
616,400,000 SHARES
03 RATIFICATION OF APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS. PROPOSAL TO
RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP, AS SUN S INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR
04 STOCKHOLDER PROPOSAL ENTITLED CHINA Shr Against For
BUSINESS PRINCIPLES FOR RIGHTS OF
WORKERS IN CHINA. PROPOSAL
REQUESTING IMPLEMENTATION OF
PRINCIPLES EMBODIED IN CHINA
BUSINESS PRINCIPLES FOR RIGHTS OF
- -------------------------------------------------------------------------------------------------------
SUNOCO, INC. Agenda: 932108079
CUSIP: 86764P109 Meeting Type: Annual
Ticker: SUN Meeting Date: 5/6/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 R.J. DARNALL Mgmt For For
J.G. DROSDICK Mgmt For For
U.F. FAIRBAIRN Mgmt For For
T.P. GERRITY Mgmt For For
R.B. GRECO Mgmt For For
J.G. KAISER Mgmt For For
R.D. KENNEDY Mgmt For For
R.H. LENNY Mgmt For For
N.S. MATTHEWS Mgmt For For
R.A. PEW Mgmt For For
G.J. RATCLIFFE Mgmt For For
J.W. ROWE Mgmt For For
J.K. WULFF Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR FISCAL YEAR 2004.
- -------------------------------------------------------------------------------------------------------
TARGET CORPORATION Agenda: 932134656
CUSIP: 87612E106 Meeting Type: Annual
Ticker: TGT Meeting Date: 5/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CALVIN DARDEN Mgmt For For
MICHELE J. HOOPER Mgmt For For
ANNE M. MULCAHY Mgmt For For
STEPHEN W. SANGER Mgmt For For
WARREN R. STALEY Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
INDEPENDENT AUDITORS.
03 APPROVAL OF THE TARGET CORPORATION Mgmt For For
LONG-TERM INCENTIVE PLAN.
- -------------------------------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED Agenda: 932098634
CUSIP: 882508104 Meeting Type: Annual
Ticker: TXN Meeting Date: 4/15/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.R. ADAMS Mgmt For For
D.L. BOREN Mgmt For For
D.A. CARP Mgmt For For
T.J. ENGIBOUS Mgmt For For
G.W. FRONTERHOUSE Mgmt For For
D.R. GOODE Mgmt For For
W.R. SANDERS Mgmt For For
R.J. SIMMONS Mgmt For For
R.K. TEMPLETON Mgmt For For
C.T. WHITMAN Mgmt For For
02 BOARD PROPOSAL TO RATIFY THE Mgmt For For
APPOINTMENT OF ERNST & YOUNG LLP AS
THE COMPANY S INDEPENDENT AUDITORS
FOR 2004.
03 STOCKHOLDER PROPOSAL REGARDING Shr For Against
EXPENSING OF STOCK OPTIONS.
- -------------------------------------------------------------------------------------------------------
TIME WARNER INC. Agenda: 932131294
CUSIP: 887317105 Meeting Type: Annual
Ticker: TWX Meeting Date: 5/21/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES L. BARKSDALE Mgmt For For
STEPHEN F. BOLLENBACH Mgmt For For
STEPHEN M. CASE Mgmt Withheld Against
FRANK J. CAUFIELD Mgmt For For
ROBERT C. CLARK Mgmt For For
MILES R. GILBURNE Mgmt Withheld Against
CARLA A. HILLS Mgmt For For
REUBEN MARK Mgmt For For
MICHAEL A. MILES Mgmt For For
KENNETH J. NOVACK Mgmt For For
RICHARD D. PARSONS Mgmt For For
R.E. TURNER Mgmt For For
FRANCIS T. VINCENT, JR. Mgmt For For
02 RATIFICATION OF AUDITORS. Mgmt For For
03 STOCKHOLDER PROPOSAL REGARDING CHINA Shr Against For
BUSINESS PRINCIPLES.
04 STOCKHOLDER PROPOSAL REGARDING REPORT Shr Against For
ON PAY DISPARITY.
- -------------------------------------------------------------------------------------------------------
TORONTO DOMINION BANK Agenda: 700466015
CUSIP: 891160509 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: CA8911605092
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive the financial statements for Non-
the YE 31 OCT 2003 and the Auditors Voting
report thereon
1.1 Elect Mr. Hugh J. Bolton as a Mgmt For *
1.10 Elect Mr. Roger Phillips as a Mgmt For *
1.11 Elect Mr. Wilbur J. Prezzano as a Mgmt For *
Director
1.12 Elect Ms. Helen K. Sinclair as a Mgmt For *
Director
1.13 Elect Mr. Donald R. Sobey as a Mgmt For *
1.14 Elect Mr. Michael D. Sopko as a Mgmt For *
Director
1.15 Elect Mr. John M. Thompson as a Mgmt For *
Director
1.2 Elect Mr. W. Edmund Clark as a Mgmt For *
1.3 Elect Mr. Marshall A. Cohen as a Mgmt For *
Director
1.4 Elect Ms. Wendy K. Dobson as a Mgmt For *
1.5 Elect Mr. Darren Entwistle as a Mgmt For *
Director
1.6 Elect Ms. Donna M. Hayes as a Mgmt For *
1.7 Elect Mr. Henry H. Ketcham as a Mgmt For *
Director
1.8 Elect Mr. Pierre H. Lessard as a Mgmt For *
Director
1.9 Elect Mr. Brian F. MacNeill as a Mgmt For *
Director
2. Appoint Ernst & Young LLP and the Mgmt For *
PricewaterhouseCoopers LLP as the
Auditors until the next AGM of the
Company
3. Amend By-law No. 1 relating to the Mgmt For *
aggregate remuneration of Directors
4. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that TD
Bank Financial Group adopt a by-law
prohibiting the Chief Executive
Officer from serving on the Board of
Directors of another unrelated
publicly traded Company
5. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that TD
Bank Financial Group disclose the
total value of the pension benefits
granted to each of the principal
senior executives and the related
annual costs and report any actuarial
deficit related to such plans
6. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that TD
Bank Financial Group adopt a by-law
to force its senior executives and
any other insiders to give a 10-
calendar day prior notice of any
trading on the Corporation s
securities, including the exercise of
- -------------------------------------------------------------------------------------------------------
TRAVELERS PROPERTY CASUALTY CORP. Agenda: 932094991
CUSIP: 89420G307 Meeting Type: Special
Ticker: TPK Meeting Date: 3/19/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 PROPOSAL TO APPROVE THE AGREEMENT AND Mgmt no action
PLAN OF MERGER DATED AS OF NOVEMBER
16, 2003, AS AMENDED, AMONG THE ST.
PAUL COMPANIES, INC., TRAVELERS
PROPERTY CASUALTY CORP. AND ADAMS
ACQUISITION CORP., AND THE
TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT, INCLUDING THE
- -------------------------------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD. Agenda: 932087655
CUSIP: 902124106 Meeting Type: Annual
Ticker: TYC Meeting Date: 3/25/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 DENNIS C. BLAIR Mgmt For For
EDWARD D. BREEN Mgmt For For
GEORGE W. BUCKLEY Mgmt For For
BRIAN DUPERREAULT Mgmt For For
BRUCE S. GORDON Mgmt For For
JOHN A. KROL Mgmt For For
MACKEY J. MCDONALD Mgmt For For
01 H. CARL MCCALL Mgmt For For
BRENDAN R. O'NEILL Mgmt For For
SANDRA S. WIJNBERG Mgmt For For
JEROME B. YORK Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
AS TYCO S INDEPENDENT AUDITORS AND
AUTHORIZATION FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS TO SET THE
AUDITORS REMUNERATION.
03 ADOPTION OF THE AMENDED AND RESTATED Mgmt For For
BYE-LAWS.
04 APPROVAL OF TYCO 2004 STOCK AND Mgmt For For
INCENTIVE PLAN.
05 SHAREHOLDER PROPOSAL REGARDING Shr For For
ENVIRONMENTAL REPORTING.
06 SHAREHOLDER PROPOSAL TO CHANGE TYCO S Shr Against For
JURISDICTION OF INCORPORATION FROM
BERMUDA TO A U.S. STATE.
07 SHAREHOLDER PROPOSAL ON COMMON SENSE Shr Against For
EXECUTIVE COMPENSATION.
- -------------------------------------------------------------------------------------------------------
UST INC. Agenda: 932120671
CUSIP: 902911106 Meeting Type: Annual
Ticker: UST Meeting Date: 5/4/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.P. CLANCEY Mgmt For For
V.A. GIERER, JR. Mgmt For For
J.E. HEID Mgmt For For
02 TO RATIFY AND APPROVE ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE YEAR 2004.
03 STOCKHOLDER PROPOSAL Mgmt For
04 STOCKHOLDER PROPOSAL Shr Against For
- -------------------------------------------------------------------------------------------------------
U.S. BANCORP Agenda: 932099814
CUSIP: 902973304 Meeting Type: Annual
Ticker: USB Meeting Date: 4/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 V. BUYNISKI GLUCKMAN Mgmt For For
ARTHUR D. COLLINS, JR. Mgmt For For
JERRY W. LEVIN Mgmt For For
THOMAS E. PETRY Mgmt For For
RICHARD G. REITEN Mgmt For For
02 RATIFY SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE 2004
FISCAL YEAR.
03 SHAREHOLDER PROPOSAL: COMPENSATION Shr Against For
SYSTEM FOR SENIOR EXECUTIVES.
04 SHAREHOLDER PROPOSAL: SUPPLEMENTAL Shr Against For
EXECUTIVE RETIREMENT BENEFITS.
05 SHAREHOLDER PROPOSAL: SIMPLE MAJORITY Shr For Against
VOTING.
- -------------------------------------------------------------------------------------------------------
UNILEVER N.V. Agenda: 932124908
CUSIP: 904784709 Meeting Type: Annual
Ticker: UN Meeting Date: 5/12/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
02 ADOPTION OF THE ANNUAL ACCOUNTS AND Mgmt For For
APPROPRIATION OF THE PROFIT FOR THE
2003 FINANCIAL YEAR.
03 DISCHARGE OF THE MEMBERS OF THE BOARD Mgmt For For
OF DIRECTORS.
04 CORPORATE GOVERNANCE AND ALTERATIONS Mgmt For For
TO THE ARTICLES OF ASSOCIATION.
10 AUTHORIZATION, IN ACCORDANCE WITH Mgmt For For
ARTICLE 98 OF BOOK 2 OF THE
NETHERLANDS CIVIL CODE, OF THE BOARD
OF DIRECTORS TO PURCHASE SHARES IN
THE COMPANY AND DEPOSITARY RECEIPTS
THEREFOR.
11 AUTHORIZATION, IN ACCORDANCE WITH Mgmt For For
ARTICLE 119 OF BOOK 2 OF THE
NETHERLANDS CIVIL CODE, OF THE BOARD
OF DIRECTORS TO DETERMINE A
REGISTRATION TIME FOR THE EXERCISE OF
THE RIGHTS TO ATTEND THE GENERAL
MEETING AND TO VOTE THEREAT.
5 6 A. BURGMANS Mgmt For For
AC BUTLER Mgmt For For
PJ CESCAU Mgmt For For
KB DADISETH Mgmt For For
NWA FITZGERALD KBE Mgmt For For
AR BARON VAN HEEMSTRA Mgmt For For
RHP MARKHAM Mgmt For For
CJ VAN DER GRAAF Mgmt For For
LORD BRITTAN* Mgmt For For
BARONESS CHALKER* Mgmt For For
B COLLOMB* Mgmt For For
PROFESSOR W DIK* Mgmt For For
5 6 O FANJUL* Mgmt For For
CX GONZALEZ* Mgmt For For
H KOPPER* Mgmt For For
LORD SIMON* Mgmt For For
J VAN DER VEER* Mgmt For For
7 REMUNERATION OF NON-EXECUTIVE Mgmt For For
DIRECTORS.
8 APPOINTMENT OF AUDITORS CHARGED WITH Mgmt For For
THE AUDITING OF THE ANNUAL ACCOUNTS
FOR THE 2004 FINANCIAL YEAR.
9 DESIGNATION, IN ACCORDANCE WITH Mgmt For For
ARTICLES 96 AND 96A OF BOOK 2 OF THE
NETHERLANDS CIVIL CODE, OF THE BOARD
OF DIRECTORS AS THE COMPANY BODY
AUTHORIZED IN RESPECT OF THE ISSUE OF
SHARES IN THE COMPANY.
- -------------------------------------------------------------------------------------------------------
UNOCAL CORPORATION Agenda: 932128831
CUSIP: 915289102 Meeting Type: Annual
Ticker: UCL Meeting Date: 5/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RICHARD D. MCCORMICK Mgmt For For
MARINA V.N. WHITMAN Mgmt For For
CHARLES R. WILLIAMSON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT AUDITORS
03 APPROVAL OF THE 2004 MANAGEMENT Mgmt Against Against
INCENTIVE PROGRAM
04 APPROVAL OF THE 2004 DIRECTORS Mgmt For For
DEFERRED COMPENSATION AND RESTRICTED
STOCK UNIT AWARD PLAN
05 STOCKHOLDER PROPOSAL: BYLAW REQUIRING Shr Against For
THAT THE CHAIRMAN NOT CONCURRENTLY
SERVE AS CEO
06 STOCKHOLDER PROPOSAL: USE OF Shr Against For
RESTRICTED STOCK PROGRAMS FOR
EXECUTIVE COMPENSATION IN LIEU OF
STOCK OPTIONS
07 STOCKHOLDER PROPOSAL: BOARD OF Shr Against For
DIRECTORS OFFICE FOR DIRECT
COMMUNICATIONS WITH INDEPENDENT
DIRECTORS REGARDING CORPORATE
GOVERNANCE
08 STOCKHOLDER PROPOSAL: BOARD OF Shr Against For
DIRECTORS COMMITTEE REPORT ON
GREENHOUSE GASES
- -------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda: 932105631
CUSIP: 92343V104 Meeting Type: Annual
Ticker: VZ Meeting Date: 4/28/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.R. BARKER Mgmt For For
R.L. CARRION Mgmt For For
R.W. LANE Mgmt For For
S.O. MOOSE Mgmt For For
J. NEUBAUER Mgmt For For
T.H. O'BRIEN Mgmt For For
H.B. PRICE Mgmt For For
I.G. SEIDENBERG Mgmt For For
W.V. SHIPLEY Mgmt For For
J.R. STAFFORD Mgmt For For
R.D. STOREY Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITOR Mgmt For For
03 CUMULATIVE VOTING Shr For Against
04 BOARD COMPOSITION Shr Against For
05 SEPARATE CHAIRMAN AND CEO Shr Against For
06 FUTURE POISON PILL Shr For Against
07 SUPPLEMENTAL EXECUTIVE RETIREMENT Shr Against For
08 OPTIONS OR STOCK GRANTS BASED ON Mgmt Against For
TRACKING STOCK
09 DIVERSITY REPORT ON OPTION GRANTS TO Mgmt Against For
EMPLOYEES
10 REPORT ON POLITICAL CONTRIBUTIONS Shr Against For
11 COLLECTION OF UNIVERSAL SERVICE AND Shr Against For
NUMBER PORTABILIY FEES
- -------------------------------------------------------------------------------------------------------
VOLVO AB Agenda: 700472664
CUSIP: 928856301 Meeting Type: AGM
Ticker: Meeting Date: 4/16/2004 ISIN: SE0000115446
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Adopt the income statement and Mgmt For *
balance sheet and the consolidated
income statement and consolidated
balance sheet
B. Approve the disposition of the Mgmt For *
Company s profit as follows: a
dividend of SEK 8.00 per share shall
be paid in cash; in addition
27,060,958 shares in the subsidiary
Ainax AB shall be distributed to the
shareholders for record date 01 JUN
2004 for the dividend and the Ainax
shares; payment of the cash dividend
is expected to occur through VPC AB
(Swedish Securities Register Center)
in mid June, 2004
C. Grant discharge to the Board of Mgmt Against *
Directors and the President from
liability
D. Approve to determine the number of Mgmt For *
Board Members be set at nine with no
Deputy Members
E. Approve the remuneration to the Board Mgmt For *
of Directors at SEK 4,800,000 for
distribution among Members in
accordance with the decision of the
Board
F.1 Re-elect Mr. Per-Olof Eriksson as a Mgmt For *
Director
F.2 Re-elect Mr. Patrick Faure as a Mgmt For *
Director
F.3 Re-elect Mr. Haruko Fukuda as a Mgmt For *
Director
F.4 Re-elect Mr. Tom Hedelius as a Mgmt For *
F.5 Re-elect Mr. Leif Johansson as a Mgmt For *
Director
F.6 Re-elect Mr. Finn Johnsson as a Mgmt For *
Director
F.7 Re-elect Mr. Neelie Kroes as a Mgmt For *
F.8 Re-elect Ms. Louis Schweitzer as a Mgmt For *
Director
F.9 Elect Mr. Ken Whipple as a Director Mgmt For *
G. Authorize the Board Chairman to Mgmt Against *
appoint three Members from among the
representatives of the Company s
three principal owners, in terms of
voting rights, and who are not
Members of the Company s Board of
Directors, plus one Member
representing the minor shareholders
in the Company, all of whom jointly
with the Chairman shall constitute
the Nomination Committee for the
period up to the next AGM; the
composition of the Committee shall be
announced in advance of the election
of the Members of the Board in 2005
and in conjunction with the
publication of the Company s report
on operations for the third quarter
of 2004; and approve that no fees
H. Authorize the Board of Directors to Mgmt For *
decide on the purchase and transfer
of own shares and acquire a maximum
of 10% of the total number of shares
through trading on a stock exchange
or another regulated market in which
the Company s shares are listed; for
the purpose of financing Company
acquisitions, transfer of shares held
by the Company may occur through an
offering directed to all
shareholders; payment for transferred
shares shall be made in cash
I. Approve that the Company s holding of Mgmt For *
repurchased shares (treasury stock)
may be used by the Company to fulfill
its commitments undertaken in the
Company s Employee Stock Option
Program for 2002 Program; provided
that a maximum of 1,240,000 Series B
shares may be transferred;
preferential rights to acquire the
shares shall accrue to those persons
option-holders who are entitled to
acquire shares in accordance with the
Program, with rights for each
option-holder to acquire the maximum
number of shares as specified in the
terms and conditions of the program;
the preferential rights of the
option-holders to acquire shares must
be exercised during the period that
the option-holder has rights to
acquire shares in accordance with the
Program, that is, during the period
02 MAY 2006 01 MAY 2008;
option-holders shall pay for the
shares in the manner and within the
time stated in the terms and
conditions for the Program; option-
holders shall pay SEK 163 per share;
transfer of shares may occur on one
or more occasions; the number of
shares and the price may be subject
to adjustment in accordance with the
terms and conditions for the Program
as a result of a bonus issue,
consolidation or split of shares,
preferential issue, reduction of
share capital and similar measures
J. Approve the implementation of a new Mgmt For *
share-based incentive program in the
second quarter of 2004 the Program
for Senior Executives in the Volvo
Group, including Members of the Group
Executive Committee and other
Executives that the Board selects
Participants; approve that a total
maximum 110,000 Series B shares may
be allotted to a maximum of 165
Senior Executives during the second
quarter of 2005; the number of shares
that may be allotted shall be related
to the degree of fulfillment of
certain financial goals for the 2004
financial year as determined by the
Board; preferential rights to acquire
shares will accrue to the
Participants; the President Mr. Leif
Johansson may receive a maximum of
4,000 shares while the other
participants may receive a maximum of
500 2,000 shares; approve that
Participants who are not residing in
Sweden at the time of allotment
shall, instead of shares, receive an
amount in cash that corresponds to
the market value of the shares at the
time of allotment; Participants shall
not make any payments for their
rights in accordance with the
Program; shares that shall be
allotted under the Program shall be
existing shares; the Company shall be
able to fulfill its commitments to
transfer shares under the Program
either through a third party, who
acquires and transfers the shares in
its own name, or assuming that the
meeting so decides, in accordance
with Resolution K through transfer of
treasury stock held by the Company;
Participant s right to receive shares
or cash shall, with certain
exceptions, depend on the Participant
being employed within the Volvo Group
at the time of allotment; shares may
be transferred on one or more
occasions; the Board may determine
additional terms and conditions for
the Program; conditional upon the
maximum number of shares (110,000)
being allotted and that the Company
transfers shares through a third
party, the costs for the Program will
amount to about SEK 35 m, including
social fees, based on an allotment
price of SEK 243
K. Approve that the Company may transfer Mgmt For *
treasury stock held by the Company to
the Participants Senior Executives in
the Volvo Group, including Members of
the Group Executive Committee and
other Executives that the Board
selects to fulfill the Company s
undertaking in accordance with the
Program new share-based incentive
program and approve that a total of a
maximum of 110,000 Series B shares
can be transferred; preferential
rights to acquire shares shall accrue
to the Participants who are entitled
to acquire shares in accordance with
the terms and conditions of the
Program; the Participants
preferential right to acquire shares
shall be exercised during the second
quarter of 2005; the Participants
shall not make any payment for the
shares acquired under the Program;
the transfer of shares
L. Approve to change the Articles of Mgmt Against *
Association so that holders of Series
A shares are permitted to convert
Series A shares to Series B shares on
a one-for-one basis
- -------------------------------------------------------------------------------------------------------
WACHOVIA CORPORATION Agenda: 932106431
CUSIP: 929903102 Meeting Type: Annual
Ticker: WB Meeting Date: 4/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JAMES S. BALLOUN Mgmt For For
JOHN T. CASTEEN, III Mgmt For For
JOSEPH NEUBAUER Mgmt For For
LANTY L. SMITH Mgmt For For
DONA DAVIS YOUNG Mgmt For For
02 A WACHOVIA PROPOSAL TO RATIFY THE Mgmt For For
APPOINTMENT OF KPMG LLP AS AUDITORS
FOR THE YEAR 2004.
03 A STOCKHOLDER PROPOSAL, WHICH Shr Against For
MANAGEMENT OPPOSES, REGARDING
NOMINATING DIRECTORS.
04 A STOCKHOLDER PROPOSAL, WHICH Shr Against For
MANAGEMENT OPPOSES, REGARDING
REPORTING POLITICAL INFORMATION.
05 A STOCKHOLDER PROPOSAL, WHICH Shr Against For
MANAGEMENT OPPOSES, REGARDING
SEPARATING THE OFFICES OF CHAIRMAN
AND CHIEF EXECUTIVE OFFICER.
- -------------------------------------------------------------------------------------------------------
WASHINGTON MUTUAL, INC. Agenda: 932099167
CUSIP: 939322103 Meeting Type: Annual
Ticker: WM Meeting Date: 4/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 ANNE V. FARRELL Mgmt For For
STEPHEN E. FRANK Mgmt For For
MARGARET OSMER MCQUADE Mgmt For For
WILLIAM D. SCHULTE Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S
INDEPENDENT AUDITORS FOR 2004
03 SHAREHOLDER PROPOSAL RELATING TO A Shr Against For
SPECIFIC COMPENSATION PROGRAM
- -------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda: 932109538
CUSIP: 949746101 Meeting Type: Annual
Ticker: WFC Meeting Date: 4/27/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 J.A. BLANCHARD III Mgmt For For
SUSAN E. ENGEL Mgmt For For
ENRIQUE HERNANDEZ, JR. Mgmt For For
ROBERT L. JOSS Mgmt For For
REATHA CLARK KING Mgmt For For
RICHARD M. KOVACEVICH Mgmt For For
RICHARD D. MCCORMICK Mgmt For For
CYNTHIA H. MILLIGAN Mgmt For For
PHILIP J. QUIGLEY Mgmt For For
DONALD B. RICE Mgmt For For
JUDITH M. RUNSTAD Mgmt For For
STEPHEN W. SANGER Mgmt For For
SUSAN G. SWENSON Mgmt For For
MICHAEL W. WRIGHT Mgmt For For
02 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For
SUPPLEMENTAL 401(K) PLAN.
03 PROPOSAL TO RATIFY APPOINTMENT OF Mgmt For For
KPMG LLP AS INDEPENDENT AUDITORS FOR
04 STOCKHOLDER PROPOSAL REGARDING Shr For Against
EXPENSING STOCK OPTIONS.
05 STOCKHOLDER PROPOSAL REGARDING Shr Against For
RESTRICTED STOCK.
06 STOCKHOLDER PROPOSAL REGARDING Shr Against For
EXECUTIVE COMPENSATION AND PREDATORY
LENDING.
07 STOCKHOLDER PROPOSAL REGARDING Shr Against For
POLITICAL CONTRIBUTIONS.
- -------------------------------------------------------------------------------------------------------
WEYERHAEUSER COMPANY Agenda: 932105403
CUSIP: 962166104 Meeting Type: Annual
Ticker: WY Meeting Date: 4/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 STEVEN R. ROGEL Mgmt For For
WILLIAM D. RUCKELSHAUS Mgmt For For
RICHARD H. SINKFIELD Mgmt For For
JAMES N. SULLIVAN Mgmt For For
02 APPROVAL OF THE WEYERHAEUSER COMPANY Mgmt For For
2004 LONG TERM INCENTIVE PLAN
03 PROPOSAL TO AMEND THE COMPANY S Shr For Against
RESTATED ARTICLES OF INCORPORATION TO
AUTHORIZE ANNUAL ELECTION OF THE
BOARD OF DIRECTORS
04 SHAREHOLDER PROPOSAL RELATING TO Shr For Against
ACCOUNTING FOR STOCK OPTIONS
05 SHAREHOLDER PROPOSAL RELATING TO Shr Against For
EQUITY COMPENSATION
06 SHAREHOLDER PROPOSAL RELATING TO Shr Against For
ENVIRONMENTAL REPORTING
07 SHAREHOLDER PROPOSAL RELATING TO OLD Shr Against For
GROWTH AND ENDANGERED FORESTS
08 APPROVAL ON AN ADVISORY BASIS, OF THE Mgmt For For
APPOINTMENT OF AUDITORS
- -------------------------------------------------------------------------------------------------------
WILLIAMS COMPANIES, INC. Agenda: 932141346
CUSIP: 969457100 Meeting Type: Annual
Ticker: WMB Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 CHARLES M. LILLIS Mgmt For For
WILLIAM G. LOWRIE Mgmt For For
JOSEPH H. WILLIAMS Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
AUDITORS FOR 2004.
03 STOCKHOLDER PROPOSAL ON PERFORMANCE Shr Against For
AND TIME BASED RESTRICTED SHARES.
- -------------------------------------------------------------------------------------------------------
XCEL ENERGY INC. Agenda: 932113816
CUSIP: 98389B100 Meeting Type: Annual
Ticker: XEL Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 TO AMEND OUR BYLAWS TO ELIMINATE THE Mgmt For For
CLASSIFICATION OF THE BOARD OF
DIRECTORS.
02 DAVID A. CHRISTENSEN Mgmt For For
DR. MARGARET R. PRESKA Mgmt For For
W. THOMAS STEPHENS Mgmt For For
RICHARD H. ANDERSON Mgmt For For
RICHARD C. KELLY Mgmt For For
RALPH R. PETERSON Mgmt For For
03 TO APPROVE THE STOCK EQUIVALENT PLAN Mgmt Against Against
FOR NON-EMPLOYEE DIRECTORS.
- -------------------------------------------------------------------------------------------------------
XEROX CORPORATION Agenda: 932116292
CUSIP: 984121103 Meeting Type: Annual
Ticker: XRX Meeting Date: 5/20/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 GLENN A. BRITT Mgmt For For
RICHARD J. HARRINGTON Mgmt For For
WILLIAM CURT HUNTER Mgmt For For
VERNON E. JORDAN, JR. Mgmt For For
HILMAR KOPPER Mgmt For For
RALPH S. LARSEN Mgmt For For
ANNE M. MULCAHY Mgmt For For
N.J. NICHOLAS, JR. Mgmt For For
JOHN E. PEPPER Mgmt For For
ANN N. REESE Mgmt For For
STEPHEN ROBERT Mgmt For For
02 RATIFICATION OF AUDITORS. Mgmt For For
03 ADOPT THE 2004 PERFORMANCE INCENTIVE Mgmt For For
PLAN.
04 ADOPT THE 2004 EQUITY COMPENSATION Mgmt For For
PLAN FOR NON-EMPLOYEE DIRECTORS.
- -------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES Agenda: 700508938
CUSIP: B4399L102 Meeting Type: AGM
Ticker: Meeting Date: 5/26/2004 ISIN: BE0003801181
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2.a Approve the annual report, the annual Mgmt For *
accounts and the profit
2.b Approve the dividend policy and the Mgmt For *
proposal to establish gross amount of
the dividend
2.c Grant discharge of the Board of Mgmt For *
Management
3. Approve the Corporate Governance Mgmt For *
4.a Re-appoint the Members of the Board Mgmt For *
of Management
4.b Appoint Members of the Board of Mgmt For *
Management
5. Authorize the Board of Management to Mgmt For *
acquire Fortis Units
6. Amend the Articles of Association Mgmt For *
7. Closure Non-
Voting
- -------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES Agenda: 700496878
CUSIP: B4399L102 Meeting Type: EGM
Ticker: Meeting Date: 5/4/2004 ISIN: BE0003801181
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Opening Non-
Voting
2. Amend the Articles of Association to Mgmt For *
co-ordinate the provisions of the
Articles of Association of Fortis
SANV and Fortis NV and to rephrase
the Article relating to the Board of
Directors, Management and the
representation of the Company: 1)
definition of twinned share,
principle, form, name, registered
office, object; 2) authorized
capital, shares, bonds; 3)
administration, Management, control;
4) general meetings; 5) Company year,
distributions; 6) liquidation; and
7) general provisions
3. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
ALTANA AG Agenda: 700477816
CUSIP: D03304108 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: DE0007600801
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Company s annual and Mgmt For *
consolidated earnings as well as the
report of the Supervisory Board for
the business year 2003
2. Approve the appropriation of profits Mgmt For *
and a possible dividend payment of
EUR 0.83 per share
3. Ratify the acts of the Managing Board Mgmt For *
for 2003
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Elect Mr. Justus Mische as a Mgmt For *
Supervisory Board
6. Approve the election of Auditors, Mgmt For *
they suggest PWC Deutsche revision
AG, Frankfurt AM Main
7. Approve the resolution on the Mgmt For *
approved capital and change of
8. Grant authority to purchase own Mgmt For *
- -------------------------------------------------------------------------------------------------------
BASF AG, LUDWIGSHAFEN/RHEIN Agenda: 700471941
CUSIP: D06216101 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: DE0005151005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
the annual report for the FY 2003
with the report of the Supervisory
Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the Mgmt For *
distributable profit of EUR
779,300,744 as the payment of a
dividend of EUR 1.40 per share and
EUR 896,000 shall be carried forward
as ex-dividend and payable on 30 APR
3. Ratify the acts of the Supervisory Mgmt For *
Board
4. Ratify the acts of the Board of Mgmt For *
Managing Directors
5. Appoint Deloitte + Touche GmbH, Mgmt For *
Frankfurt as the Auditors for the FY
2004
6. Authorize the Company to acquire own Mgmt For *
shares of up to 10% of its share
capital, at a price not more than 25%
from the market price of the shares,
on or before 28 OCT 2005 and
authorize the Board of Managing
Directors to retire the shares and to
use the shares for the Company s
stock option plans or for acquisition
7. Authorize the Company, using Mgmt For *
derivative financial instruments
within the scope of Resolution 6, to
put and call options for the
repurchase of own shares at a price
not more than their theoretical
market value; the price paid for own
shares correspond to the strike price
agreed upon in the financial
8. Authorize the Board of Managing Mgmt For *
Directors with the consent of the
Supervisory Board, to increase the
Company s share capital by excluding
the shareholders subscription rights
for the issue of up to 15,000,000
employee shares, up to EUR
500,000,000 10% of the share capital
through the issue of new shares
against payment in cash or kind, on
or before 01 MAY 2009 at a price not
materially below the market price of
identical shares; and for the
granting of such rights to
bondholders or holders of stock
options, for residual amounts
9. Approve the control and profit Mgmt For *
transfer agreement with the Company s
wholly owned subsidiary BASF Plant
Science Holding GmbH, with effect
from 01 JAN 2004 to 31 DEC 2008
- -------------------------------------------------------------------------------------------------------
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN Agenda: 700477789
CUSIP: D12096109 Meeting Type: AGM
Ticker: Meeting Date: 5/13/2004 ISIN: DE0005190003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Company s annual and Mgmt For *
consolidated earnings, as well as the
report of the Supervisory board for
the business year 2003
2. Approve the appropriation of profits Mgmt For *
and a possible dividend payment of
EUR 0.58 per ordinary share and EUR
0.60 per preference share
3. Approve to ratify the acts of the Mgmt For *
Members of the Managing Board for
4. Approve to ratify the acts of the Mgmt For *
Members of the Supervisory Board for
2003
5. Elect KPMG AG, Muenchen as the Mgmt For *
6. Elect the Supervisory Board Mgmt For *
- -------------------------------------------------------------------------------------------------------
CONTINENTAL AG, HANNOVER Agenda: 700489265
CUSIP: D16212140 Meeting Type: AGM
Ticker: Meeting Date: 5/14/2004 ISIN: DE0005439004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the financial Mgmt For *
statements and the annual report for
the FY 2003, along with the report of
the Supervisory Board, the Group
financial statements and the Group
annual report
2. Approve the distribution of profit of Mgmt For *
EUR 70,982,983.26 as follows:
payment of a dividend of EUR 0.52 per
entitled share EUR 563,357.62 shall
be carried forward ex-dividend;
payable date 17 MAY 2004
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Appoint KPMG, Hanover, as the Mgmt For *
Auditors for the FY 2004
6. Authorize the Company to acquire own Mgmt For *
shares of up to EUR 34,668,121.60, at
prices not deviating more than 20%
from their market price, on or before
13 NOV 2005; and authorize the Board
of Managing Directors to dispose the
shares in a manner other than the
stock exchange or a rights offering,
especially to sell the shares at a
price not materially below their
market price, to use the shares for
acquisition purposes or within the
scope of the 1999 Stock Option Plan,
to float the shares on foreign stock
exchanges, and to retire the shares
7. Elect the Supervisory Board Mgmt For *
8. Authorize the Company to grant stock Mgmt For *
options for up to 3,936,000 shares of
the Company to the Executives and the
top Managers, on or before 13 MAY
2009 2004 Stock Option Plan; approve
to increase the share capital by up
to EUR 3,800,000, insofar as stock
options are exercised; and authorize
the Company to use the previously
created contingent capital, as well
as acquired own shares, for the
fulfillment of the stock options; and
amend the corresponding Articles of
Association
- -------------------------------------------------------------------------------------------------------
DAIMLERCHRYSLER AG, STUTTGART Agenda: 700457624
CUSIP: D1668R123 Meeting Type: AGM
Ticker: Meeting Date: 4/7/2004 ISIN: DE0007100000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE DISREGARD THE PREVIOUSLY SENT Non-
NOTE ON POWER OF ATTORNEY Voting
REQUIREMENTS. THANK YOU NS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED.
SHOULD YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE AT ADP. THANK YOU
1. Receive the financial statements and Mgmt For *
the annual report for the FY 2003,
with the report of the Supervisory
Board, the Group financial
statements and the Group annual
2. Approve the appropriation of the Mgmt For *
distributable profit of EUR
1,519,236,286.50 as follows: payment
of a dividend of EUR 1.50 per no-par
share and ex-dividend payable date:
08 APR 2004
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Appoint KPMG AG, Frankfurt and Mgmt For *
Berlin, as the Auditors for the FY
6. Authorize the Company to acquire own Mgmt For *
shares of up to EUR 263,000,000, at a
price not more than 5% from the
market price of the shares if they
are acquired through the stock
exchange, not more than 20% if they
are acquired by way of a repurchase
offer, on or before 07 OCT 2005; the
shares may be floated on foreign
stock exchanges, used for acquisition
purposes or within the scope of the
Company s stock option plan, offered
to employees of the company and its
affiliates, and retired
7. Elect the Supervisory Board Mgmt For *
8. Approve the modification of the Mgmt For *
Supervisory Board remuneration; each
Member of the Supervisory Board will
receive a fixed annual remuneration
of EUR 55,000 plus a performance
based remuneration in the form of
phantom shares of up to EUR 20,000;
and the Chairman receive three times,
and the Deputy Chairman twice, these
amounts; and amend to the
corresponding Articles of Association
- -------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda: 700487829
CUSIP: D18190898 Meeting Type: AGM
Ticker: Meeting Date: 6/2/2004 ISIN: DE0005140008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
NOTE 1: Please be advised that Non-
DEUTSCHE BANK AG shares are issued Voting
in registered form and as such do not
require share blocking in order to
entitle you to vote. Thank you
1. Presentation of the established Mgmt For *
Annual Financial Statements and the
Management; Report for the 2003
financial year, with the Report of
the Supervisory Board, presentation
of the Consolidated Financial
Statements and the Group management
report (according to U.S. GAAP) for
the 2003 financial year
10. Authorization to issue participatory Mgmt For *
notes with warrants and/or
convertible participatory notes,
bonds with warrants and convertible
bonds, creation of conditional
capital and amendment to the Articles
of Association The Board of Managing
Directors and the Supervisory Board
propose the following resolution: a)
The Board of Managing Directors is
authorized to issue, once or more
than once, bearer or registered
participatory notes on or before
April 30, 2009. The participatory
notes must meet the requirements of
the German Banking Act, which call
for capital paid up to grant
participatory rights to be
attributable to the company s liable
capital. Bearer warrants may be
attached to the participatory notes,
or they may be linked to a conversion
right for the bearer. Subject to the
conditions of participatory notes
with warrants and/or convertible
participatory notes, the option
and/or conversion rights entitle the
holder to subscribe to shares of
Deutsche Bank AG. The Board of
Managing Directors is further
authorized to issue bonds with
warrants and/or convertible bonds
with a maturity of 20 years at the
most, instead of or besides
participatory notes, once or more
than once, on or before April 30,
2009 and to grant holders of bonds
with warrants and holders of
convertible bonds option rights and
conversion rights, respectively, to
new shares of Deutsche Bank AG
subject to the conditions of bonds
with warrants and convertible bonds.
The total nominal value of all
participatory notes, bonds with
warrants and convertible bonds to be
issued under this authorization may
not exceed a total value of EUR 6
billion. Option and/or conversion
rights may only be issued in respect
to shares of the company in a
proportionate amount of share capital
of up to a nominal EUR 150,000,000.
The participatory notes, bonds with
warrants and convertible bonds (bonds
with warrants and convertible bonds
are also referred to below as Bonds
and together with participatory notes
as Rights) may be issued either in
Euro or in the official
currency of an OECD member country,
as long as the corresponding Euro
countervalue is not exceeded. Bonds
with warrants and convertible bonds
may also be issued by companies in
which Deutsche Bank AG has a direct
or indirect majority holding; in this
case the Board of Managing Directors
is authorized to assume a guarantee
for the repayment of the bonds and to
ensure that option and/or conversion
rights are granted. When issuing
participatory notes with warrants
and/or bonds with warrants, one or
more warrants are attached to each
participatory note and/or each bond,
which entitle the bearer to subscribe
to new shares of Deutsche Bank AG
subject to the conditions of options
determined by the Board of Managing
Directors. The proportionate amount
of share capital for shares to be
subscribed for each Right shall not
exceed the nominal amount of the
participatory notes with warrants or
of the bonds with warrants,
respectively. The maturity of the
option right may not exceed 20 years.
When issuing bearer convertible
participatory notes and/or
convertible bonds the holders of
participatory notes and/or bonds have
the right to exchange their
participatory notes or convertible
bonds for new shares of Deutsche Bank
AG subject to the conditions of
participatory rights and bonds. The
exchange ratio is obtained by
dividing the nominal amount of a
Right by the conversion price
established for a new share of
Deutsche Bank AG. The exchange ratio
can also be obtained by dividing the
issue price of a Right, which is
below the nominal amount, by the
conversion price established for a
new share of Deutsche Bank AG. A
variable exchange ratio and/or
conversion price may also be
established in the conditions of
exchange by allowing the conversion
price to fluctuate within a certain
fixed band until maturity, depending
on the development of the share
price. The proportionate amount of
share capital represented by the
shares to be issued on conversion
shall not exceed the nominal amount
of the convertible participatory note
or the convertible bond. The
conditions of conversion may also
call for an obligation to convert at
maturity or at some other point in
time. The conditions of participatory
notes or bonds may also stipulate
whether to round and how a round
exchange ratio can be arrived at,
whether an additional cash payment or
cash compensation is to be paid for
broken amounts and whether a certain
date can be established by which the
conversion/option rights may or must
be exercised. Each option or
conversion price to be established
for a no par value share must - also
in case of a variable exchange ratio
or conversion price - amount to
either a minimum of 80 % of the
average value of the share price of a
Deutsche Bank share in the Xetra
closing auctions (or a corresponding
price established in any follow-up
system replacing Xetra trading) on
the ten trading days preceding the
day the resolution was taken by the
Board of Managing Directors on the
issue of participatory notes, bonds
with warrants or convertible bonds or
at least 80 % of the share price of a
Deutsche Bank share in the Xetra
closing auction (or a corresponding
price established in any follow-up
system replacing Xetra trading) on
the third trading day preceding the
end of rights trading. The option or
conversion price is reduced, without
prejudice to Section 9 (1) Stock
Corporation Act, on the basis of a
dilution protection clause, subject
to the conditions of options and/or
participatory notes or bonds, by
payment of a corresponding cash
amount on exercise of the conversion
right or by reducing the additional
payment amount if Deutsche Bank AG
raises its share capital during the
option or conversion period and
grants its shareholders pre-emptive
rights, issues further participatory
notes, bonds with warrants or
convertible bonds or other option
rights and holders of option or
conversion rights are not granted
pre-emptive rights to the same extent
as they would be entitled to on
exercise of the option or conversion
rights. Instead of a cash payment or
a reduction of the additional payment
the exchange ratio may also be
adjusted - as far as possible - by
dividing it by the reduced conversion
price. In case of a capital reduction
the conditions may also call for an
adjustment of the option and/or
conversion rights. The conditions of
participatory notes and bonds may
each stipulate that in case of an
exercise of option or conversion
rights, own shares of the company may
also be granted. In addition there is
the further possibility that the
company pays the cash countervalue on
exercise of the option or conversion
rights, subject to the conditions of
participatory rights or bonds, that
corresponds to the average price of
the Deutsche Bank share in the
closing auction in Xetra trading (or
a corresponding price established in
any follow-up system replacing Xetra
trading) on at least two successive
trading days during a period of up to
ten trading
2. Appropriation of distributable Mgmt For *
profit; The Board of Managing
Directors and the Supervisory Board
propose the following resolution: The
distributable profit of EUR
872,781,369.00 will be used for
payment of a dividend of EUR 1.50 per
no par value share eligible for
payment of a dividend. The remaining
amount, which is attributable to own
shares, will be carried forward to
new account.
3. Ratification of the acts of Mgmt For *
management of the Board of Managing
Directors for the 2003 financial
year; The Board of Managing Directors
and the Supervisory Board propose
that the acts of management be
4. Ratification of the acts of Mgmt For *
management of the Supervisory Board
for the 2003 financial year; The
Board of Managing Directors and the
Supervisory Board propose that the
acts of management be ratified.
5. Election of the auditor for the 2004 Mgmt For *
financial year; The Supervisory Board
proposes that KPMG Deutsche
Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft,
Frankfurt am Main, be appointed
6. Authorization to acquire own shares Mgmt For *
for trading purposes (Section 71 (1)
No. 7 Stock Corporation Act); The
Board of Managing Directors and the
Supervisory Board propose the
following resolution: The company is
authorized to buy and sell, for the
purpose of securities trading, own
shares on or before November 30, 2005
at prices which do not exceed or fall
short of the average share price on
the respective three preceding stock
exchange trading days (closing
auction price of the Deutsche Bank
share in Xetra trading and/or a
comparable successor system replacing
the Xetra system on the Frankfurt
Stock Exchange) by more than 10 %. In
this context, the shares acquired for
this purpose may not, at the end of
any day, exceed 5% of the share
capital of Deutsche Bank AG. The
existing authorization given by the
General Meeting on June 10, 2003, and
valid until September 30, 2004, to
acquire own shares for trading
purposes is cancelled as from the
coming into force of the new
7. Authorization to acquire own shares Mgmt For *
pursuant to Section 71 (1) No. 8
Stock Corporation Act; The Board of
Managing Directors and the
Supervisory Board propose the
following resolution: The company is
authorized to buy its own shares
representing up to 10 % of the
present share capital on or before
November 30, 2005. Together with the
own shares acquired for trading
purposes and/or for other reasons,
and which are from time to time in
the company s possession or are
attributable to the company pursuant
to sub-Section 71a ff Stock
Corporation Act, the own shares
purchased under this authorization
may not at any time exceed 10 % of
the company s share capital. Purchase
may be effected through the stock
exchange or on the basis of a public
purchase offer to all shareholders.
When effecting purchases through the
stock exchange, the company may also
avail itself of third parties and
employ derivatives, provided these
third parties observe the following
restrictions. The countervalue for
purchase of the shares through the
stock exchange may not exceed the
average share price (closing auction
price of the Deutsche Bank share in
Xetra trading and/or a comparable
successor system replacing the Xetra
system on the Frankfurt Stock
Exchange) on the last three stock
exchange trading days preceding the
obligation to purchase by more than
10 % nor fall short of it by more
than 20 %. In case of a public
purchase offer, it may not fall short
of by more than 10 % or exceed by
more than 15 % the average share
price (closing auction price of the
Deutsche Bank share in Xetra trading
and/or a comparable successor system
replacing the Xetra system on the
Frankfurt Stock Exchange) on the last
three stock exchange trading days
preceding the day of publication of
the offer. If the volume of shares
offered in a public purchase offer
exceeds the planned buyback volume,
acceptance must be in proportion to
the number of shares offered in each
case. The preferred acceptance of
small quantities of up to 50 of the
company s shares offered for sale per
shareholder may be foreseen. The
Board of Managing Directors is
authorized, with the consent of the
Supervisory Board, to dispose of the
purchased shares, and any other
shares purchased pursuant to Section
71 (1) No. 8 Stock Corporation Act on
the basis of earlier authorizations,
in a way other than through the stock
exchange or by offer to all
shareholders, provided it does so
against contribution in kind and
excluding shareholders pre-emptive
rights for the purpose of acquiring
enterprises or holdings in
enterprises. In addition to this, the
Board of Managing Directors is
authorized, in case it disposes of
purchased own shares by offer to all
shareholders, to grant the holders of
the warrants, convertible bonds and
convertible participatory rights
issued by the bank, pre-emptive
rights to the extent that they would
be entitled to such rights after
exercise of the option or conversion
rights. Shareholders pre-emptive
rights are excluded in these cases
and to this extent. The Board of
Managing Directors is also authorized
to exclude shareholders pre-emptive
rights insofar as the shares are to
be used for the issue of staff shares
to employees and pensioners of the
company and its related companies or
insofar as they are to be used to
service option rights on and/or
rights or duties to purchase shares
of the company granted to employees
of the company and its related
companies. The Board of Managing
Directors is also authorized to sell
the shares to third parties against
cash payment, excluding shareholders
pre-emptive rights, provided the
purchase price of the shares is not
substantially lower than the quoted
price of the shares at the time of
sale. This authorization may only be
utilized if it has been established
that the number of shares sold on the
basis of this authorization, together
with the shares issued from
authorized capital, excluding
shareholders pre-emptive rights,
pursuant to Section 186 (3) sentence
4 Stock Corporation Act, does not
exceed 10 % of the company s share
capital available at the time of the
issue or sale of shares. Furthermore,
the Board of Managing Directors is
authorized to call in shares
purchased on the basis of this
authorization without any further
resolution of the General Meeting
being required with respect to this
calling-in process. The existing
authorization to purchase own shares
given by the General Meeting on June
10, 2003, and valid until September
8. Creation of new authorized capital Mgmt For *
and amendment to the Articles of
Association; The Board of Managing
Directors and the Supervisory Board
propose the following resolution: a)
The Board of Managing Directors is
authorized to increase the share
capital on or before April 30, 2009,
with the consent of the Supervisory
Board, once or more than once, by up
to a total of EUR 150,000,000 through
the issue of new shares against cash
payment. Shareholders are to be
granted pre-emptive rights, but the
Board of Managing Directors is
authorized to except broken amounts
from shareholders pre-emptive rights
and to exclude pre-emptive rights
insofar as it is necessary to grant
to the holders of warrants,
convertible bonds and convertible
participatory rights issued by
Deutsche Bank AG and its subsidiaries
pre-emptive rights to new shares to
the extent that they would be
entitled to such rights after
exercising their option or conversion
rights. The new shares may also be
taken up by banks specified by the
Board of Managing Directors with the
obligation to offer them to
shareholders (indirect pre-emptive
right). b) In Section 4 of the
Articles of Association the present
sub-paragraphs (4) and (5) are
deleted, as the period for the use of
the authorized capital regulated
there has expired without being used;
in addition, the present sub-
paragraph (6) is deleted, as no
conversion rights or option rights,
for which the conditional capital
could have been used, were issued up
to expiry of the authorization on
April 30, 2004. The present sub-
paragraphs (7) to (13) are re-
numbered sub-paragraphs (4) to (10)
in unchanged sequence and the
following new sub-paragraph (11) is
added: (11) The Board of Managing
Directors is authorized to increase
the share capital on or before April
30, 2009, with the consent of the
Supervisory Board, once or more than
once, by up to a total of EUR
150,000,000 through the issue of new
shares against cash payment.
Shareholders are to be granted pre-
emptive rights, but the Board of
Managing Directors is authorized to
except broken amounts from
shareholders pre-emptive rights and
to exclude pre-emptive rights insofar
as it is necessary to grant to the
holders of warrants, convertible
bonds and convertible participatory
rights issued by Deutsche Bank AG and
its subsidiaries pre-emptive rights
to new shares to the extent that they
would be entitled to such rights
after exercising their option or
conversion rights. The new shares may
also be taken up by banks specified
by the Board of Managing Directors
with the obligation to offer them to
shareholders (indirect pre-emptive
9. Creation of new authorized capital Mgmt For *
(with the possibility of excluding
pre-emptive rights pursuant to
Section 186 (3) sentence 4 Stock
Corporation Act) and amendment to the
Articles of Association; The Board of
Managing Directors and the
Supervisory Board propose the
following resolution: a) The Board of
Managing Directors is authorized to
increase the share capital on or
before April 30, 2009, with the
consent of the Supervisory Board,
once or more than once, by up to a
total of EUR 48,000,000 through the
issue of new shares against cash
payment. Shareholders are to be
granted pre-emptive rights, but the
Board of Managing Directors is
authorized to except broken amounts
from shareholders pre-emptive rights
and to exclude pre-emptive rights
insofar as it is necessary to grant
to the holders of warrants,
convertible bonds and convertible
participatory rights issued by
Deutsche Bank AG and its subsidiaries
pre-emptive rights to new shares to
the extent that they would be
entitled to such rights after
exercising their option or conversion
rights. The Board of Managing
Directors is also authorized to
exclude, with the consent of the
Supervisory Board, the pre-emptive
rights in full if the issue price of
the new shares is not significantly
lower than the quoted price of shares
already listed at the time of the
final determination of the issue
price. b) In Section 4 of the
Articles of Association the following
new sub-paragraph (12) is added: (12)
The Board of Managing Directors is
authorized to increase the share
capital on or before April 30, 2009,
with the consent of the Supervisory
Board, once or more than once, by up
to a total of EUR 48,000,000 through
the issue of new shares against cash
payment. Shareholders are to be
granted pre-emptive rights, but the
Board of Managing Directors is
authorized to except broken amounts
from shareholders pre-emptive rights
and to exclude pre-emptive rights
insofar as it is necessary to grant
to the holders of warrants,
convertible bonds and convertible
participatory rights issued by
Deutsche Bank AG and its subsidiaries
pre-emptive rights to new shares to
the extent that they would be
entitled to such rights after
exercising their option or conversion
rights. The Board of Managing
Directors is also authorized to
exclude, with the consent of the
Supervisory Board, the pre-emptive
rights if the issue price of the new
shares is not significantly lower
than the quoted price of shares
- -------------------------------------------------------------------------------------------------------
DEUTSCHE BOERSE AG, FRANKFURT AM MAIN Agenda: 700486598
CUSIP: D1882G119 Meeting Type: AGM
Ticker: Meeting Date: 5/19/2004 ISIN: DE0005810055
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please be advised that DEUTSCHE Non-
BOERSE AG shares are issued in Voting
registered form and as such do not
require share blocking in order to
entitle you to vote. Thank you
1. Receive the financial statements and Mgmt For *
the annual report for the 2003 FY
with the report of the Supervisory
Board, the Group financial statements
and group annual report, and the
proposal on the appropriation of the
distributable profit
2. Approve the appropriation of the Mgmt For *
distributable profit of EUR
135,000,000 as follows: Payment of a
dividend of EUR 0.55 per no-par share
EUR 73,508,416 shall allocated to
the other revenue reserves Ex-
dividend and payable date: 21 MAY
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Elect the Supervisory Board Mgmt For *
6. Authorize the Board of Managing Mgmt For *
Director to acquire shares of the
company of up to 10% of the share
capital through the stock exchange at
a price not differing more than 10%
from the market price of the shares,
or by way of a repurchase offer at a
price neither more than 10% below nor
more than 15 % above, the market
price on or before 31 OCT 2005 and
the shares may be used for
acquisition purposes for satisfying
existing option and convertible
rights for the issue of employee
shares or within the scope of the
Companys 2003 Stock Option Plan sold
at a price not materially below their
market price, or retired
7. Approve the profit transfer agreement Mgmt For *
with the Companys wholly-owned
subsidiary Deutsche Boerse IT Holding
GmbH
8. Appoint the Auditors for the 2004 FY Mgmt For *
KPMG, Berlin and Frankfurt
- -------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF Agenda: 700475470
CUSIP: D24909109 Meeting Type: AGM
Ticker: Meeting Date: 4/28/2004 ISIN: DE0007614406
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
the annual report for the FY 2003
with the report of the Supervisory
Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the Mgmt For *
distributable profit of EUR
1,312,052,802 as follows: payment of
a dividend of EUR 2 per no-par share;
ex-dividend and payable date: 29 APR
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Amend the Articles of Association Mgmt For *
regarding the shareholder meeting
having the power to approve stock
dividends
6. Approve the control and profit Mgmt For *
transfer agreement with the Companys
wholly-owned E. ON Nordic Holding
GmbH, with effect from 01 JAN 2004
until at least 31 DEC 2008
7. Authorize the Company to acquire own Mgmt For *
shares of up to 10% of its share
capital, at prices not differing more
than 20% from their market price, on
or before 28 JAN 2005; authorize the
Board of Managing Directors to
dispose of the shares in a manner
other than the stock exchange or a
rights offering if the shares are
sold at a price not materially below
their market price, used for
acquisition purposes or for
satisfying existing option and
conversion rights, or issued to the
Companys and its affiliates
employees; the shares may also be
8. Appoint PricewaterhouseCoopers, Mgmt For *
Deutsche Revision AG, Dusseldorf, as
the Auditors for the FY 2004
- -------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG, BAD HOMBURG Agenda: 700498923
CUSIP: D2734Z107 Meeting Type: AGM
Ticker: Meeting Date: 5/27/2004 ISIN: DE0005785802
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THE REVISED WORDING OF Non-
RESOLUTION 4. THANK YOU Voting
1. Receive the financial statements and Mgmt For *
the annual report for the FY 2003
with the report of the Supervisory
Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the Mgmt For *
distributable profit of EUR
781,782,493.26 as follows: payment of
a dividend of EUR 1.02 per ordinary
share; payment of a dividend of EUR
1.08 per preference share; EUR
682,071,395.94 shall be carried
forward; and ex-dividend and payable
date: 28 MAY 2004
3. Ratify the acts of the Board of Mgmt For *
Managing Directors
4. Ratify the acts of the Supervisory Mgmt For *
Board
5. Appoint KPMG, Frankfurt, as the Mgmt For *
Auditors for the FY 2004
6. Elect the Supervisory Board Mgmt For *
- -------------------------------------------------------------------------------------------------------
MERCK KGAA, DARMSTADT Agenda: 700457042
CUSIP: D5357W103 Meeting Type: AGM
Ticker: Meeting Date: 3/26/2004 ISIN: DE0006599905
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements and Mgmt For *
the annual report for the FY 2003,
along with the report of the
Supervisory Board, the Group
financial statements and the Group
2. Approve the financial statements for Mgmt For *
the FY 2003
3. Approve the appropriation of the Mgmt For *
distributable profit of EUR
40,201,879.19 as follows: payment of
a dividend of EUR 0.80 per no-par
share EUR 601,879.99 shall be carried
forward; ex-dividend and payable
date: 29 MAR 2004
4. Ratify the acts of the Company s Mgmt For *
Management
5. Ratify the acts of the Supervisory Mgmt For *
Board
6. Appoint KPMG, Mannheim as the Mgmt For *
Auditors for the FY 2004
7. Elect the Supervisory Board Mgmt For *
8. Authorize the Management with the Mgmt For *
consent of the Supervisory Board, to
increase the share capital by up to
EUR 64,349,997.40 through the issue
of new shares against payment in cash
or kind, on or before 31 MAR 2009;
shareholders shall be granted
subscription rights except for a
capital increase against cash payment
of up to 10% of the share capital if
the new shares are issued at a price
not materially below the market price
of identical shares; and amend the
corresponding Articles of
- -------------------------------------------------------------------------------------------------------
VOLKSWAGEN AG, WOLFSBURG Agenda: 700472121
CUSIP: D94523103 Meeting Type: SEP
Ticker: Meeting Date: 4/22/2004 ISIN: DE0007664039
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Authorize the Board of Managing Mgmt For *
Directors with the consent of the
Supervisory Board, in substitution of
the existing authority, to increase
the share capital by up to EUR
400,000 through the issue of new
bearer ordinary and/or preference
shares against cash payment on or
before 21 SEP 2004; shareholders
shall be granted subscription rights
except for residual amounts, for the
issue of shares of up to EUR 100,000
if the new shares are issued at a
price not materially below the market
price of identical shares and for
granting of such rights to
bondholders, holders of one class of
shares may not subscribe to the other
class of shares and correspondingly
amend the Articles of Association
2. Approve the separate resolution of Mgmt For *
preferred shareholders on Resolution
3. Authorize the Board of Managing Mgmt For *
Directors, in substitution for any
existing authorities, to issue bearer
bonds of up to EUR 5,000,000,000,
having a term of up to 20 years and
conferring option and convertible
rights for new bearer ordinary and/or
preference shares of the Company on
or before 21 SEP 2004, and the
shareholders subscription rights may
be excluded for issue of bonds
conferring option and/or convertible
rights for new shares of the Company
of up to EUR 100,000 of the share
capital at a price not materially
below their theoretical market value
for residual amounts, for granting of
such rights to other bondholders, and
the Company s share capital shall be
increased accordingly by up to EUR
100,000,000 through the issue of new
bearer ordinary and/or preference
shares, insofar as option and
convertible rights are exercised and
correspondingly amend the Articles of
Association
4. Approve the separate resolution of Mgmt For *
preferred shareholders on Resolution
- -------------------------------------------------------------------------------------------------------
ALTADIS SA Agenda: 700522003
CUSIP: E0432C106 Meeting Type: AGM
Ticker: Meeting Date: 6/15/2004 ISIN: ES0177040013
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
In accordance with current legal Non-
regulations and the Company By-laws, Voting
at its meeting on 11 May 2004, and
with the required presence of its
Legal Representative, the Board of
Directors of Altadis, S.A.,
unanimously resolved to call an
Ordinary General Meeting of
Shareholders, to be held at second
call in Madrid, at the IFEMA,
Auditorium (2nd Floor), Parque Ferial
Juan Carlos I, Campo de las
Naciones, at 16:00, on June 15th 2004
(in the event that the meeting is
not held at first notice, likewise
called at the same place and time the
previous day, June 14th 2003) to
discuss and decide upon the following
items (Please also be advised that
additional information concerning
Altadis, S.A. can also be viewed on
the Company s website:
1. Examination and approval, if Mgmt For *
applicable, of the Annual Accounts
(Balance Sheet, Profit and Loss
Account and Report) and the
Management Report, as well as the
Management of the Board of Directors,
for the year 2003, of ALTADIS, S.A.
and its Consolidated Group and the
proposed application of results and
distribution of dividends. It is
proposed to approve the Annual
Accounts (Balance Sheet, Profit and
Loss Account and Report), and the
Management Report for the year ended
31 December 2003 of the Company and
its Consolidated Group, and to
approve the corporate management and
decide on the application of the
results which consists of paying,
from the profits of the year (Euro
291,353 thousand), a dividend of Euro
0.80 per share. The remainder shall
be destined to increase the balance
of the voluntary reserves of Altadis,
S.A. Consequently, the resolution of
the Board to pay a dividend of Euro
0.35 per share is ratified and it is
proposed to pay a supplementary
dividend in the amount of Euro 0.45
per share, on 22 June 2004, which
would bring the total dividend of the
year to Euro 0.80 per share
2. Ratification of Board Members. In Mgmt For *
accordance with Article 34 of the By-
laws, it is proposed to ratify the
appointment as Members of the Board
of Directors of those Directors
appointed by co-optation to occupy
such posts during the time-period
from the Ordinary General
Shareholders Meeting of 10 June 2003
up to the date of the present General
3. Appointment or re-election of Mgmt For *
Auditors of ALTADIS, S.A. and its
Consolidated Group for 2004. It is
proposed to re-elect as Auditors of
the Company and its Consolidated
Group, the Company Deloitte & Touche
Espana, S.L., which will carry out
the audit for 2004, empowering the
Board of Directors, which may
delegate to this end the Audit and
Control Committee, to enter into the
corresponding service agreement,
based on the remuneration for the
previous year, with the clauses and
conditions it may deem convenient,
having also the powers to carry out
any modifications as may be pertinent
in accordance with the legislation
4. Reduction of share capital by way of Mgmt For *
amortisation of own shares, giving
rise to revised text of By-laws
article on share capital. The
resolution put forward for the
approval of the General Shareholders
Meeting by the Board of Directors in
relation with this matter is
transcribed below: Reduce the share
capital of the Company in the amount
of Euro 4.350.000, by way of
amortisation of 7.250.000 own shares
currently in treasury stock, which
have been previously acquired under
authorisation from the General
Shareholders Meeting, within the
scope of Articles 75 and onwards and
under additional provision 1, section
2, of the Companies Act.
Consequently, Article 5 of the By-
laws is modified concerning the
figure for the share capital, and
shall read as follows: Article 5 -
Share Capital The share capital is
ONE HUNDRED AND SIXTY-NINE MILLION,
NINE HUNDRED AND THIRTY-TWO THOUSAND,
EIGHT HUNDRED AND FIFTY-FIVE EURO AND
SIXTY CENT (Euro 169,932,855.60),
represented by TWO HUNDRED AND
EIGHTY-THREE MILLION, TWO HUNDRED AND
TWENTY-ONE THOUSAND, FOUR HUNDRED AND
TWENTY-SIX shares (283,221,426
shares) of 0.60 nominal Euro each,
all of the same type, numbered from 1
to 283,221,426 inclusive, fully
subscribed and paid up. The reduction
should be carried out in a maximum
time period of six months, from the
date of the present resolution. The
reduction of capital is charged to
reserves, cancelling the unavailable
reserve referred to in Article 79.3
of the Companies Act. The reduction
does not bring about any return of
contributions given that the Company
itself is the owner of the amortised
shares. Therefore, the purpose of the
reduction shall be to amortise own
shares. It is proposed to delegate to
the Board of Directors the carrying
out of any procedures which may be
necessary under Law in order to
complete or rectify, as the case may
be, that which is adopted here and,
in particular, in order that the
Board of Directors may: request that
the amortised shares are not quoted,
as established under applicable
legislation; draft and publish, where
necessary, the announcements referred
to in Article 165 of the Companies
Act; should the right to oppose be
exercised by any of the holders of
the same, where applicable, comply
with the requirements established in
Article 166, section 3, of the Act;
and, in general, adopt any
resolutions and carry out any acts
which may be necessary in order to
reduce the capital and amortise the
shares, with express powers to
rectify or complement previous
resolutions depending on the verbal
or written qualification given by the
Mercantile Registrar, granting the
corresponding public deed(s), and
designating the person(s) who may
intervene in the formalisation of the
same. It is also proposed to
delegate, indiscriminately, to the
Chairman of the Board of Directors
and the Secretary of the Board, the
powers necessary in order to
formalise the present resolution,
being able, to this effect, to grant
any type of public or private
document, including to complement or
rectify the resolution, and in order
to proceed with the registration of
the same in the corresponding
5. Authorisation to the Board of Mgmt For *
Directors to acquire own shares,
directly or through Group entities,
within the limits and in accordance
with the legal requirements, for a
maximum period of eighteen months,
rendering null and void that part not
used of the authorisation granted by
the General Shareholders Meeting of
10 June 2003, and authorisation for
the sale and/or application of these
shares to the remuneration systems
envisaged in Article 75 of the
Companies Act. It is proposed to
expressly authorise the Board of
Directors, in accordance with Article
75 of the revised text in force of
the Companies Act, to acquire shares
of ALTADIS, S.A., either directly by
the Company itself or indirectly
through entities of its Group, up to
a maximum amount of shares
representing 5% of the share capital
and at a price or value which may not
be less than the nominal value of the
shares or greater than their quoted
price on the Stock Exchange. The
acquisition for which authorisation
is requested may be effected by way
of purchase, exchange, donation,
attribution, or granting of payment
and, in general, by any other method
of acquisition by payment of shares
in circulation and fully paid up,
including the use of financial
instruments, in particular all those
options operations (puts and calls),
and for a maximum period of eighteen
months to run from the adoption of
this resolution. These shares which
are acquired shall not enjoy any
public right, not even the voting
right, the economic rights which
correspond to them being attributed
proportionally to the rest of the
shares in accordance with Article 79
of the Act. The Board of Directors is
authorised to create at the time of
acquisition of the shares, a special
unavailable reserve on the debit side
of its balance sheet which shall be
charged to freely available reserves
in an amount equivalent to the
acquisition value of the said shares.
This authorisation renders null and
void that agreed by the General
Shareholders Meeting on 10 June 2003.
Similarly, and in accordance with
paragraph 2 of point 1 of Article 75
of the Companies Act, express
authorisation is granted for the
acquisition of the shares of the
Company by any of the Group companies
under the terms contained herein. It
is expressly stated that the shares
which are acquired as a result of
this authorisation may be allocated
either for sale or for application to
the remuneration systems outlined in
the third paragraph of section 1 of
Article 75 of the Companies Act. The
Board of Directors shall, when
applicable, decide upon the sale,
maintenance or amortisation of the
6. Authorisation to the Board of Mgmt For *
Directors to issue on one or various
occasions non-convertible debentures,
bonds or any other values, shares and
effects as may be used to create or
recognise a debt, under the terms,
time limits and conditions legally
established, rendering null and void
the previous authorisation, not used,
conceded for this purpose by the
General Shareholders Meeting. It is
proposed to authorise the Board of
Directors, in the widest scope
permitted by law, to issue, in
accordance with the requirements
indicated by legislation in force,
non-convertible debentures or bonds
of any type, promissory notes, stock
options or other similar values with
or without option and, in general,
any other value or financial
instrument, represented by shares or
accounting entries, in Euro or any
other currency, as well as to approve
plans or programmes for the issue of
bonds, debentures, promissory notes
or warrants. The above may be issued,
at the discretion of the Board,
either on one occasion or on as many
occasions as the Board itself may
deem fit, and the Board, in turn, may
delegate the power invested in it, in
accordance with the law, to other
Board Members, to the Secretary of
the Board and to the CFO of the Group
in cases of approval of programmes or
plans for issue of bonds, debentures,
promissory notes or warrants, in
order that they may specify the
conditions of issue in line with the
basis of the plan or programme of
issue approved by the Board of
Directors. This delegation of powers
includes the power to designate the
Intervening body and to set terms and
conditions in accordance with
applicable legislation. This
authorisation is granted for the
maximum time permitted by the
legislation in force and renders null
and void the former authorisation
granted by the General
7. Modification of Article 22 of the By- Mgmt For *
laws (eliminates the need to hold at
least 50 shares to be entitled to
attend the General Shareholders
Meeting), Article 23 (includes
conferring representation by way of
remote communication), Article 25
(eliminates the requirement for
qualified quorums and majorities for
the adoption of certain resolutions
and includes the exercise or
delegation of voting right via e-mail
or any other means of remote
communication) and Article 28
(broadens the scope of shareholders
right to information). It is proposed
to modify the By-laws, as proposed by
the Board of Directors, and
consisting of the modification of
Article 22 of the By-laws (eliminates
the need to hold at least 50 shares
to be entitled to attend the General
Shareholders Meeting), Article 23
(includes conferring representation
by way of remote communication),
Article 25 (eliminates the
requirement for qualified quorums and
majorities for the adoption of
certain resolutions and includes the
exercise or delegation of voting
right via e-mail or any other means
of remote communication) and Article
28 (broadens the scope of
shareholders right to information),
with the following text: ARTICLE 22.-
RIGHT TO ATTEND 1.- All of the
Company shareholders shall be
entitled to attend the General
Shareholders Meeting, provided their
shares are duly registered in the
Accounting Register of the authorised
entity five days prior to the date on
which the Shareholders Meeting is to
be held, and provided they retain
ownership of these shares on that
date. 2.- The members of the Board of
Directors must attend the
Shareholders Meeting. If the Chairman
considers it necessary, the
Shareholders Meeting may be attended
by the General Managers and all other
executives or technical experts of
the Company as well as any other
persons whose attendance is conducive
to the effective progress of the
Meeting. ARTICLE 23.- REPRESENTATION
AT THE GENERAL SHAREHOLDERS MEETING
1.- All shareholders may be
represented at the General
Shareholders Meeting by any other
shareholder entitled to attend in
his/her own right, without prejudice
to the provisions of Article 108 of
the Companies Act. 2.- In the same
way legal entities and minors or
disabled persons shall attend the
General Shareholders Meeting through
their authorised representatives who
may, likewise, delegate such
representation to another
shareholder. 3.- Such representation
shall be conferred either in writing
or by any other means of remote
communication which complies with the
requirements established by Law, and
shall be specific for each
Shareholders Meeting. 4.-
Representation may be rejected where
this is conferred to the trustee or
ostensible partner. ARTICLE 25 .-
QUORUM AND MAJORITIES 1.- Both
Ordinary and Extraordinary
Shareholders Meetings shall be deemed
to be validly convened where, at
first or second call, the portion of
the share capital stipulated in this
respect as the minimum by current
legislation in each case is present
or represented. 2.- Resolutions must
be adopted by one half plus one of
the votes attached to the shares
present or represented, except where
the Law requires a greater majority.
3.- The right to vote on proposals
regarding the matters on the Agenda
at any type of General Shareholders
Meeting may be delegated or exercised
by the shareholders by post,
electronic mail or any other means of
remote communication, provided that
the identity of the party exercising
his/her right to vote is duly
established. ARTICLE 28.-
SHAREHOLDERS RIGHT TO INFORMATION 1.-
Up to the seventh day prior to the
planned date of the General
Shareholders Meeting, shareholders
may request that the Board of
Directors provides information or
clarifications with respect to the
matters on the Agenda, and may
present the questions they deem
appropriate in writing. Likewise,
shareholders may request information
or clarifications or may formulate
questions in writing regarding the
information available to the public
which the Company has communicated to
the National Securities Commission
since the last General Shareholders
Meeting. The Members of the Board
shall be obliged to provide the
information requested in accordance
with the preceding paragraph, in
writing, up to the date on which the
General Shareholders Meeting is held.
2.- During the course of the General
Shareholders Meeting, shareholders
may verbally request the information
or clarifications they deem
appropriate regarding the matters on
the Agenda. Should it not be possible
to respond to such a request at the
time, the Members of the Board shall
be obliged to provide the requested
information in writing, within the
seven days following the conclusion
of the General Shareholders Meeting.
3.- The Members of the Board shall be
obliged to provide the information
requested in accordance with the
provisions established herein, save
where the Chairman judges that the
disclosure of such information may be
detrimental to the Company s
interests, as set out in the
Regulations of the General
Shareholders Meeting. 4.- The request
for information may not be
8. Examination and approval, as the case Mgmt For *
may be, of the Regulations of the
General Shareholders Meeting of
Altadis, S.A. It is proposed to
approve the Draft Regulations of the
General Shareholders Meeting of
Altadis, S.A., as presented to the
Meeting by the Board of Directors of
the Company, the complete text of
which is attached hereto
9. Delegation of powers to formalise, Mgmt For *
interpret, rectify, register and
execute the resolutions adopted by
the General Shareholders Meeting. It
is proposed to delegate to the Board
of Directors, in the widest scope
possible, including the power to
delegate totally or partially the
powers received in the Executive
Committee, as many powers as may be
necessary in order to supplement,
develop, execute and rectify any of
the resolutions adopted by the
General Shareholders Meeting. The
power to rectify shall encompass the
power to make as many modifications,
amendments and additions as may be
necessary or convenient as a
consequence of reservations or
observations raised by the regulating
bodies of the stock market, the stock
exchanges, the Mercantile Registry
and any other public authority with
competence in relation to the
resolutions adopted. In the same way,
it is proposed to delegate,
indiscriminately, to the Chairman of
the Board of Directors and the
Secretary of the Board the powers
necessary to formalise the
resolutions adopted by the General
Shareholders Meeting, and to register
those which may be subject to this
requirement, totally or partially,
being able to this effect to grant
any type of document, either public
or private, including for the
- -------------------------------------------------------------------------------------------------------
GAS NATURAL SDG SA, BARCELONA Agenda: 700481271
CUSIP: E5499B123 Meeting Type: OGM
Ticker: Meeting Date: 4/14/2004 ISIN: ES0116870314
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 08 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Approve the annual accounts, Mgmt For *
Management report of both Gas Natural
SDG, S.A and its consolidated Group,
income distribution and deeds of the
Board related to the FY 2003
10. Questions Mgmt For *
2. Approve to transfer from the optional Mgmt For *
redemption s account to the
voluntary reserves account as per the
royal decree of 30 APR 1985
3. Approve to transfer from several Mgmt For *
reserves account to the voluntary
reserves account
4. Re-elect the Members of the Board Mgmt For *
5. Approve the rules of the share Mgmt For *
holders general meeting, and receive
the rules of the Board of Directors
6. Authorize the Board of Gas Natural Mgmt For *
SDG, S.A to transfer the activity of
Gas regulated distribution to Gas
Natural Distribution SDG, S.A, which
is a Company of Gas Natural SDG Group
7. Authorize the Board to acquire its Mgmt For *
treasury stock, directly or
indirectly, within the legal
requirements and limits, canceling
the authorization granted to the
Board by the shareholders General
Meeting on 23 JUN 2003
8. Approve the extension of the term of Mgmt For *
PricewaterhouseCoopers Auditors, S.L,
as Auditors of the Gas Natural SDG
and its consolidated Group for the FY
9. Approve to delegate the faculties to Mgmt For *
complement, develop execute, rectify
and formalize the agreements adopted
by the share holders General Meeting
- -------------------------------------------------------------------------------------------------------
TELEFONICA SA Agenda: 700483201
CUSIP: E90183182 Meeting Type: OGM
Ticker: Meeting Date: 4/30/2004 ISIN: ES0178430E18
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A REVISION Non-
DUE TO THE REVISED WORDING OF THE Voting
RESOLUTIONS. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
I. Examination and approval, if Mgmt For *
applicable, of the annual accounts
and Management Report of Telefonica,
S.A. and its Consolidated Group of
Companies, as well as the proposal
for the application of the results of
Telefonica S.A. and that of the
management of the Company s Board of
Directors, all for the 2003 financial
year
II. Shareholder remuneration, Mgmt For *
distribution of dividends from 2003
net income and from the Additional
Paid-in capital reserve
III. Designation of the Accounts Auditor Mgmt For *
for the 2004 fiscal year
IV. Authorization for the acquisition of Mgmt For *
treasury stock, directly or through
Group Companies
V. Approval, if appropriate, of the Mgmt For *
Regulations of the General Meeting of
shareholders of Telefonica S.A.
VI. Delegation of powers to formalize, Mgmt For *
construe, correct and execute the
resolutions adopted by the Annual
General Shareholder s Meeting
- -------------------------------------------------------------------------------------------------------
LAIR LIQUIDE SA Agenda: 700474303
CUSIP: F01764103 Meeting Type: MIX
Ticker: Meeting Date: 5/12/2004 ISIN: FR0000120073
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
O.1 Receive the Executive Board and
the Mgmt For * Supervisory Board
reports and approve the accounts and
the balance sheet for the FY 2003 and
acknowledge the net profits at EUR
412,316,945.00 O.10 Appoint Patrick
de Cambourg as the Mgmt For * Deputy
Auditor till the end of the meeting
called to deliberate on the 2009
accounts
O.11 Approve the Special Auditors report, Mgmt For *
in accordance with the provisions of
Articles L 225-86 and l 225-88 of the
French Commercial Code
O.12 Authorize the Executive Board, in Mgmt For *
substitution for the authority given
in the ordinary meeting of 4 MAY
2000, to issue in one or several
stages a fixed rate loan stock for a
maximum nominal amount of EUR
4,000,000,000.00; Authority is valid
for 5 years
O.13 Authorize the Board Executive, in Mgmt For *
substitution for the authority given
in the EGM of 15 MAY 2004, to cancel
shares acquired as per Resolution 4
of meeting of 12 MAY 2004, not
exceeding 10% of the share capital
over 24 months and reduce the share
capital accordingly; Authority is
valid for 24 months
O.14 Authorize the Executive Board, Mgmt For *
subject to the agreement of the
Supervisory Board, to increase the
share capital by a maximum amount of
EUR 2,000,000,000.00 by incorporating
reserves and issuing new shares with
or without premium, to be paid-up in
cash and such shares be granted
preferably to owners of old shares;
Authority is valid for a period of 5
years
O.15 Authorize the Executive Board, Mgmt For *
subject to the agreement of the
Supervisory Board, to issue, in one
or several stages, a loan stock for a
total nominal amount of EUR
1,500,000,000.00; Authority is valid
for a period of 5 years
O.16 Authorize the Executive Board, in Mgmt For *
substitution for the authority given
in Resolution 10 of EGM on 30 APR
2002 and subject to the agreement of
the Supervisory Board, to issue stock
options giving access to new shares
to be issued or shares repurchased as
per Resolution 4, not exceeding 3% of
the share capital and such options be
reserved to the employees of the
Group, namely the Members of the
Executive Board; Authority is valid
for a period of 38 months; and
approve that the options be valid 10
years
O.17 Authorize the Executive Board,
in Mgmt For * substitution for the
authority given in Resolution 11 of
EGM on 30 APR 2002 and with the
agreement of the Supervisory Board,
to increase the share capital by a
maximum nominal amount of EUR
150,000,000.00 by issuing a maximum
of 1,000,000 shares to be subscribed
by the employees having at least 3
months seniority and who subscribed
to an Enterprise Savings Plan and if
the shares issued are not all
subscribed, another share capital
increase may be
O.18 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present in order to accomplish
all deposits and publications which
are prescribed by law
O.2 Approve the consolidated accounts Mgmt For *
O.3 Approve the amount of dividend EUR Mgmt For *
3.20 per share with EUR 1.60 tax
credit such dividend and tax credit
will be paid on 18 MAY 2004,
increased by 10% for shares which
remained bearer shares between 31 DEC
2001 and dividend payment date; and
authorize the Executive Board to
deduct from balance carry forward the
necessary amounts to remunerate
shares resulting from options
exercised before above payment date
O.4 Authorize the Executive Board, in Mgmt For *
substitution for the authority given
in the ordinary meeting of 15 MAY
2003 and subject to the approval by
Supervisory Board, to repurchase the
Company shares per the following
conditions: maximum purchase price
EUR 200.00; minimum selling price:
EUR 130.00; maximum number of shares
to be purchased: 10% of the share
capital; Authority is valid for 18
O.5 Approve to renew the term of office Mgmt For *
of Mr. Rolf Krebs as a Member of the
Supervisory Board till the end of the
general meeting called to deliberate
on the 2007 accounts
O.6 Approve to renew the term of office Mgmt For *
of Mr. Edouard De Royere as a Member
of the Supervisory Board till the end
of the general meeting called to
deliberate on the 2007 accounts
O.7 Approve to renew the term of office Mgmt For *
of Ernst & Young Audit as the
Statutory Auditors till the end of
the meeting called to deliberate on
the 2009 accounts
O.8 Appoint Mazars Et Guerard as the Mgmt For *
Statutory Auditors till the end of
the meeting called to deliberate on
the 2009 accounts
O.9 Appoint Valerie Quint as the Deputy Mgmt For *
Auditor till the end of the general
meeting called to deliberate on the
2009 accounts
- -------------------------------------------------------------------------------------------------------
GROUPE DANONE Agenda: 700458854
CUSIP: F12033134 Meeting Type: MIX
Ticker: Meeting Date: 4/15/2004 ISIN: FR0000120644
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THE MEETING WILL BE Non-
HELD ON 15 APR 2004. YOUR VOTING Voting
INSTRUCTIONS WILL REMAIN VALID AND
YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET. THANK YOU
OUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET OR THE MEETING IS
CANCELLED. THANK YOU
E.13 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of transferable securities
with the preferential subscription
right for a maximum nominal amount of
EUR 2,000,000,000.00; Authority
expires at the end of 26 months; and
authorize the Board of Directors to
take all necessary measures and
accomplish all necessary formalities
E.14 Authorize the Board of Directors to Mgmt Against *
proceed with the issue of
transferable securities without the
preferential subscription right and
with the option of granting a
E.15 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of new shares reserved of
the employees of the Company Groupe
Danone for a maximum nominal amount
of EUR 2,000,000.00; Authority
expires at the end of 26 months; and
authorize the Board of Directors to
take all necessary measures and
accomplish all formalities necessary
to carry out the capital increase
E.16 Approve, after deliberating on the Mgmt For *
Board of Directors report, to
overhaul the Articles of Association
in order to harmonize them with the
legal provisions in force and
modifies the Articles numbers 2, 11
E.17 Approve to proceed to divided of the Mgmt For *
par value of the shares of the
Company 2 new shares against of EUR
O.1 Approve the Special Auditors report, Mgmt For *
in accordance with the provisions of
Article L.225-38 of the Commercial
O.10 Appoint Patrick De Cambourg as the Mgmt For *
Deputy Auditor for a period of 6
O.11 Appoints Anne Monteil as a Deputy Mgmt For *
Auditor for a period of 6 years
O.12 Authorize the Board of Directors to Mgmt For *
trade the Company s shares on the
stock exchange, notably in view of
adjusting their price as per the
following conditions: maximum
purchase price: EUR 200.00; minimum
selling price: EUR 120.00; and
maximum number of shares to be
traded: 10; Authority is valid for a
period of 18 months; and approve
that the present delegation cancels
and replaces, for the period unused,
the delegation given by the MIX
O.18 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present to accomplish all
deposits and publications prescribed
O.2 Receive the Board of Directors report Mgmt For *
and the General Auditors report and
approve the consolidated accounts and
the balance sheet for the FY 2003,
as presented to it
O.3 Approve the appropriation of the Mgmt For *
profits as follows: profits for the
FY: EUR 191,383,293.40; prior
retained earnings: EUR
1,391,592,951.81; distributable
profits: EUR 1,582,976,245.21; global
dividend: EUR 327,504,957.85;
balance carried forward: EUR
1,255,471,287.36; and the
shareholders will receive a net
dividend of EUR 2.45, with a
corresponding tax credit of EUR
1.225; this dividend will be paid on
O.4 Approve to ratify the decision of the Mgmt For *
Board of Directors to transfer the
head office of the Company to, 17
Boulevard Haussmann, 75009 Paris
O.5 Approve to renew the term of office Mgmt For *
of Mr. Franck Riboud as a Director
for a period of 3 years
O.6 Approve to renew the term of office Mgmt For *
of Mr. Emmanuel Faber as a Director
for a period of 3 Years
O.7 Approve to maintain Mr. Jerome Mgmt For *
Seydoux as a Director for a period of
O.8 Approve to renew the term of office Mgmt For *
of Cabinet Mazars and Guerard as
Statutory Auditor for a period of 6
years
O.9 Approve to renew the term of office Mgmt For *
of Cabinet PricewaterhouseCoopers
Audit as Statutory Auditor for a
period of 6 years
- -------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS Agenda: 700512329
CUSIP: F22797108 Meeting Type: MIX
Ticker: Meeting Date: 5/19/2004 ISIN: FR0000045072
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
E.16 Authorize the Board of Directors, in Mgmt For *
substitution for the authority
conferred by the EGM of 21 MAY 2003,
to proceed, in France or abroad, with
the issue of securities for a maximum
nominal amount of EUR
1,000,000,000.00; Authority expires
in 26 months; and authorize the
Board of Directors to take all
necessary measures and accomplish all
necessary formalities
E.17 Authorize the Board of Directors, in Mgmt Against *
substitution for the authority
conferred by the EGM of 21 MAY 2003,
to proceed without the preferential
right, in France or abroad, with the
issue of securities for a maximum
nominal amount of EUR
1,000,000,000.00; Authority expires
in 26 months; and authorize the
Board of Directors to take all
necessary measures and accomplish all
necessary formalities
E.18 Authorize the Board of Directors, in Mgmt For *
substitution for the authority
conferred by the Combined General
Meeting of the on 21 MAY 2003, to
increase the Company share capital on
its sole decision by a maximum
nominal amount of EUR
3,000,000,000.00; Authority expires
in 26 months; and authorize the
Board of Directors to take all
necessary measures and accomplish all
E.19 Authorize the Board of Directors to Mgmt For *
grant, in one or several stages, to
the Groupe Credit Agricole wage
earners who are members of an
enterprise saving plan, stock options
granting the right to subscribe to
the Company s shares
E.20 Authorize the Board of Directors to Mgmt For *
reduce the share capital by retiring
shares
E.21 Grant powers Mgmt For *
O.1 Receive the Board of Directors report Mgmt For *
and the General Auditors report;
approve the accounts and the balance
sheet for the FY 2003; and approve
the non deductible expenses of EUR
37,229.87 and grant discharge to the
Directors for the completion of its
assignment for the current year
O.10 Approve to renew the term of office Mgmt For *
of Mr. Pierre Kerfriden as a Director
for 3 years
O.11 Approve to renew the term of office Mgmt For *
of Mr. Jean Le Brun as a Director for
3 years
O.12 Approve the resignation of Mr. Alain Mgmt For *
Lain as Statutory Auditor and Mr.
Mazars Gu Rard as Deputy Auditor
O.13 Authorize the Board of Directors, in Mgmt For *
substitution for the authority by
Resolution number 11 of the general
meeting of 23 MAY 2003, to proceed,
in France or abroad, with the issue
of bonds and assimilated debt
securities, up to a nominal amount of
EUR 20,000,000,000.00; Authority
expires in 5 years; and authorize
the Board of Directors to take all
necessary measures and accomplish all
necessary formalities
O.14 Approve to allocate the amount of EUR Mgmt For *
670,000.00 as Attendance Fees to the
Directors
O.15 Authorize the Board, in substitution Mgmt For *
for the authority of the OGM on 21
MAY 2003, to trade the Company s
shares on the stock exchange in view
of adjusting their price as per the
following conditions: maximum
purchase price: EUR 30.00; minimum
selling price: EUR 3.00; maximum
number of shares to be traded: 10%;
and, the total amount dedicated to
the purchase of its shares being EUR
2,000,000,000.00; Authority expires
at the end of 18 months; and
authorize the Board of Directors to
take all necessary measures and
accomplish all necessary formalities
O.2 Receive the consolidated accounts and Mgmt For *
the Board of Directors report for
the group is included in the Board of
Directors report
O.3 Approve the appropriation of profits Mgmt For *
as follows: profits for the FY: EUR
611,124,134.64; prior retained
earnings: EUR 152,675,986.00;
distributable profits: EUR
763,800,120.64; legal reserve: EUR
30,556,206.73; the balance: EUR
810,437,340.35 is increased by the
amount of EUR 77,193,426, charged to
the optional reserve; and, the
shareholders will receive a net
dividend of EUR 0.55, with a
corresponding tax credit of EUR
0.275; this dividend will be paid on
28 MAY 2004
O.4 Approve the Special Auditors report, Mgmt For *
in accordance with the provisions of
the Article L.225-38 and following
of the Commercial Law
O.5 Appoint Mr. Alain Dieval, as a Mgmt For *
Director of the Company; Authority
expire on 31 DEC 2004
O.6 Appoint Mr. Daniel Lebegue, as a Mgmt For *
Director of the Company; Authority
expire on 31 DEC 2004
O.7 Appoint Mr. Michaut, as a Director of Mgmt For *
the Company; Authority expire on 31
DEC 2004
O.8 Approve to renew the term of office Mgmt For *
of Mr. Pierre Bru as a Director for 3
years
O.9 Approve to renew the term of office Mgmt For *
of Mr. Yves Couturier as a Director
for 3 years
- -------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA Agenda: 700411868
CUSIP: F4113C103 Meeting Type: MIX
Ticker: Meeting Date: 10/6/2003 ISIN: FR0000133308
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
E.2 Approve to delegate all powers to the Mgmt For *
Board of Directors to proceed, with
the issue of shares reserved for
shareholders of the Company Orange
within the stock options or purchase,
for a maximum nominal amount of EUR
400,000,000.00 by issue of
100,000,000 new shares of par value
of EUR 4.00 each; Authority expires
after a period of 2 years
E.3 Authorize the Board of Directors to Mgmt For *
increase the Company share capital on
its sole decision by a maximum
nominal amount to EUR
1,000,000,000.00 reserved for the
employees beneficiaries of the
Enterprise Savings Plan of the
Company France Telecom, by way of
incorporating all or part of the
reserves, profits, existing share
premiums, to be carried out by the
distribution of free shares or the
increase of the par value of the
existing shares; Authority is valid
O.1 Authorize the Board of Directors to Mgmt For *
trade the Company s shares on the
stock exchange, notably in view of
adjusting their price as per the
following conditions: maximum
purchase price: EUR 100.00; minimum
selling price: EUR 14.50; maximum
number of shares to be traded: 10%;
Authority is valid for a period of 18
O.4 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present in order to accomplish
all deposits and publications which
are prescribed by law
- -------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA Agenda: 700470468
CUSIP: F4113C103 Meeting Type: MIX
Ticker: Meeting Date: 4/9/2004 ISIN: FR0000133308
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
1. Approve the annual accounts for the Mgmt For *
FYE 31 DEC 2003
10. Amend the By-Laws to bring them into Mgmt For *
conformity with the provisions of the
Article 55 of Decree No. 67-236 of
23 MAR 1967
11. Authorize the Board of Directors to Mgmt For *
issue shares reserved for Wanadoo s
shareholders, subscribed within the
framework of the stock option plans
adopted in the Wanadoo Group,
benefiting from a mechanism intended
to ensure liquidity with France
12. Authorize the Board of Directors to Mgmt Against *
increase the capital for the benefit
of members of a France Group Company
Savings Plan
13. Powers Mgmt For *
2. Approve the consolidated accounts for Mgmt For *
the FYE 31 DEC 2003
3. Approve the allocation of the results Mgmt For *
for the YE 31 DEC 2003 as shown in
the annual accounts and distribution
4. Approve the agreements referred to in Mgmt For *
Article 225-38 of the Commercial
5. Delegate the Board of Directors to Mgmt For *
buy, keep or transfer France Telecom
shares
6. Approve fixing the issue price of Mgmt Against *
securities which do not confer on
their holders the same rights as
ordinary shares, and which may be
issued without pre-emption rights
based on the general delegation of
authority granted to the Board of
Directors by the Mixed General
Meeting of 25 FEB 2003
7. Amend the Articles 1, 2 and 7 of the Mgmt For *
By-Laws to bring them into conformity
with French Law No. 90-568 of 02 JUL
1990 as amended by French Law No.
2003-1365 of 31 DEC 2003
8. Amend the Article 13 of the By-Laws Mgmt For *
relating to the Board of Directors
9. Amend the Article 14, 15, 17, 18 and Mgmt For *
19 of the By-Laws relating to the
Chairman s powers and to the general
management of the Company
- -------------------------------------------------------------------------------------------------------
SOCIETE GENERALE PARIS Agenda: 700490472
CUSIP: F43638141 Meeting Type: MIX
Ticker: Meeting Date: 4/20/2004 ISIN: FR0000130809
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING
Non- DOES NOT REACH QUORUM, THERE
WILL BE Voting A SECOND CALL ON 29
APR 2004. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS
AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET OR THE MEETING IS
E.11 Amend Articles 8 and 9 of the Mgmt For *
Articles of Association
E.12 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of any kind of securities
including stand alone warrants
ceiling set to EUR 900,000,000.00;
Authority is given for 26 months
E.13 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of any kind of securities
including stand alone warrants for a
maximum nominal amount of EUR
300,000,000.00 for the capital
increase of EUR 6,000,000,000.00 for
the debit securities; Authority is
given for 26 months
E.14 Approve that the various delegations Mgmt Against *
given to it at the present meeting
shall be allowed to use in whole
or in part within the regulations in
force in a period of takeover bid or
exchange bid on the Company s shares
(till the next meeting which will
have to deliberate upon the accounts
of the last financial year)
E.15 Authorize the Board of Directors to Mgmt For *
proceed, in France or abroad, with
the issue of shares or other
securities giving acess to the
capital of the Societe Generale,
reserved to the members
E.16 Delegate to the Board of Directors Mgmt For *
all powers to grant, in one or
several stages, to beneficiaries to
be chosen by it (among the employees
and the agents of the Company), stock
options granting the right to
subscribe to the Company s ordinary
shares to be issued in order to
increase its capital; The
shareholders preferential right of
subscription is cancelled in favour
of the beneficiaries here above
mentioned; The total number of stock
options, which will be so used, will
not give right to subscribe or to
purchase a number of shares
representing more 5 % of the capital
of the SOCIETE GENERALE; The present
authorisation is given for a period
of 26 months; The GM delegates all
powers to the Board of Directors to
take all necessary measures and
accomplish all formalities necessary
to carry out the capital increase
E.17 Grants all powers to the Board of Mgmt For *
Directors to decrease the share
capital by cancelling the shares held
by the Company in connection with a
stock repurchase plan, within a limit
of 10 % of the total number of
shares, over a 24 months period The
General Meeting delegates to the
Board of Directors all powers to
charge all fees, rights and expenses
resulting from the capital increase
to all premiums resulting from such
capital increase, and to appropriate
from this amount such sums as are
required to bring the legal reserve
to tenth of the new share capital
after each increase. The General
Meeting delegates all powers to the
Board of Directors to take all
necessary measures and accomplish all
necessary formalities. The present
authorisation is given for a period
of 26 months, it cancels and replaces
for the period non-used the one
granted by the Meeting of April
E.18 Grants all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present in order to accomplish
all deposits and publications which
are prescribed by law
O.1 Receive the Board of Directors Mgmt For *
reports and the General Auditors
report and approve the accounts and
the balance sheet for the fiscal year
ending on 31 DEC 2003; and the
profits for the FY: EUR
O.10 Authorize the Board of Directors to Mgmt For *
trade the Company s shares on the
stock exchange, notably in view of
adjusting their price as per the
following conditions: maximum
purchase price: EUR 103.00; minimum
selling price: EUR 41.00; maximum
number of shares to be traded: 10%
O.2 Approve to withdraw upon the net Mgmt For *
profit of the FY 2003 amounting to
EUR 1,384,434,978.87; the
shareholders will receive a net
dividend of EUR 2.50 with a
corresponding tax credit of EUR 1.25
O.3 Acknowledge the consolidated accounts Mgmt For *
for the FYE 31 DEC 2003 as presented
and that the report for the Group is
included in the Board of Directors
report
O.4 Approve the Special Auditor report, Mgmt For *
in accordance with the provisions of
Article L. 225.38 of the Commercial
O.5 Ratify the cooptation of Mr. M. Jean Mgmt For *
Azema as Director
O.6 Approve to renew the term of office Mgmt For *
of Mr. Philippe Citerne as a Director
for 4 years
O.7 Approve to renew the term of office Mgmt For *
of Mr. M. Antoine Jeancourt Galignani
as a Director for 4 years
O.8 Approve to renew the term of office Mgmt For *
of Mr. M. Suan Baird as a Director
for 4 years
O.9 Appoint Mr. M. Michael Cicurel as a Mgmt For *
Director for a period of 4 years
- -------------------------------------------------------------------------------------------------------
SANOFI SYNTHELABO Agenda: 700543766
CUSIP: F5548N101 Meeting Type: MIX
Ticker: Meeting Date: 6/23/2004 ISIN: FR0000120578
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
E.10 Authorize the Board all powers to Mgmt For *
increase the share capital by a
maximum nominal amount of EUR
500,000,000.00 by incorporation of
reserves; this limit being included
in the overall limit of EUR
1,250,000,000.00 set for Resolutions
7 and 8; Authority expires at the end
of 26 months
E.11 Authorize the Board to increase the Mgmt For *
share capital by a maximum of 2%, by
issuing various securities reserved
to the employees, retired and pre-
retired employees of the Group who
subscribed to one of the existing
savings plans; these securities shall
be subscribed in cash and may be
coupled with free shares or
securities issued per Resolutions 8
and 10; Authority expires at the end
E.12 Authorize the Board to grant to some Mgmt For *
employees to be listed by it options
to subscribe to new shares or
repurchased shares, not exceeding 2%
of the share capital; Authority
expires at the end of 38 months
E.13 Authorize the Board to reduce the Mgmt For *
share capital by cancelling self-
detained shares, not exceeding 10% of
the share capital in 24 months;
Authority expires at the end of 26
months
E.14 Approve, subject to the positive Mgmt For *
results to the public offering of 26
JAN 2004 and further bidding of 26
APR 2004 on the Aventis shares, to
increase the share capital by the
number of shares necessary to
remunerate the Aventis shares brought
by shareholders in France, Germany
and the United States; with regard to
the proposed exchange rate 1 main
combined offering: 5 Sanofi
Synthelabo shares and EUR 120.00 for
every 6 Aventis shares and 2
subsidiary exchanger offer: 1.1739
Sanofi Synthelabo share for 1 Aventis
share and the overall proportion of
71% Sanofi Synthelabo shares and 29%
in cash, the maximum number of Sanofi
Synthelabo shares to be issued is
714,548,243 for a nominal amount of
EUR 1,429,096,486.00; these shares
shall be identical to the old Sanofi
Synthelabo shares and will bear
dividend for 2003 and any further
dividend distributed after their
issue date. such decision does not
invalidate Resolutions 7-8-9-10-11 of
E.15 Approve to change the Company name Mgmt For *
for Sanofi-Aventis and to modify
Article of Association 2 accordingly
E.16 Approve to reduce the term of the Mgmt For *
Directors to 4 years and modify
Article of Association 11 accordingly
E.17 Approve to harmonize Article of Mgmt For *
Association 12 with the French
Financial Security Law: instead of
quote representing unquote the Board
of Directors, the Chairman organises
and supervises its activities
E.7 Authorize the Board to increase the Mgmt For *
share capital by issuing shares and
other securities with preferential
subscription right, within the limits
below: a) EUR 750,000,000.00 for
shares and securities; this limit is
also valid for Resolution 8 and is
included in the overall limit of EUR
1,250,000,000.00 set for Resolutions
8 and 10; b) EUR 7,000,000,000.00 for
debt securities; this limit is also
valid for Resolution 8 but does not
include Resolution 6; Authority
expires at the end of 26 months
E.8 Authorize the Board to increase the Mgmt For *
share capital by issuing shares and
other securities without preferential
subscription right, within the limits
below: a) EUR 750,000,000.00 for
shares and securities; this limit is
also valid for Resolution 7 and is
included in the overall limit of EUR
1,250,000,000.00 set for Resolutions
7 and 10; b) 7,000,000,000.00 for
debt securities; this limit is also
valid for Resolution 7 but does not
include resolution 6; Authority
expires at the end of 26 months; it
does not interfere with any share
capital increase which might be
decided in relation to the public
offering
E.9 Authorize the Board to use Mgmt For *
Resolutions 7 and 8 to increase the
share capital; this decision is
maintained till the end of the
meeting called to deliberate on the
2004 accounts, in case a takeover bid
or an exchange bid is launched on
O.1 Approve the accounts and the balance Mgmt For *
sheet of the FY 2003, showing profits
amounting to EUR 1,683,957,043.77
O.18 Approve to renew the term of office Mgmt For *
of Mr. Jean-Francois Dehecq as a
Director for 4 years
O.19 Approve to renew the term of office Mgmt For *
of Mr. Rene Barbier as a Director for
4 years
O.2 Approve the consolidated accounts of Mgmt For *
the FY 2003 as presented to it
O.20 Approve to renew the term of office Mgmt For *
of Mr. Robert Castaigne as a Director
for 4 years
O.21 Approve to renew the term of office Mgmt For *
of Mr. Thierry Desmarest as a
Director for 4 years
O.22 Approve to renew the term of office Mgmt For *
of Mr. Lindsay Owen-Jones as a
Director for 4 years
O.23 Approve to renew the term of office Mgmt For *
of Mr. Bruno Weymuller as a Director
O.24 Approve to confirm the term of office Mgmt For *
of Mr. Lord Douro as a Director for
4 years
O.25 Approve to confirm the term of office Mgmt For *
of Mr. Gerard Van Kemmel as a
Director for 4 years
O.26 Appoint Mr. Christian Mulliez as a Mgmt For *
Director for 4 years
O.27 Appoint Mr. Jean-Marc Bruel as a Mgmt For *
Director for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.28 Appoint Mr. Jurgen Dorman as a Mgmt For *
Director for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.29 Appoint Mr. Jean-Rene Fourtou as a Mgmt For *
Director for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.3 Approve the appropriations: profits Mgmt For *
for the FY EUR 1,683,957,043.77 minus
EUR 96,113.00 to legal reserve total
EUR 1,683,860,930.77 plus prior
retained earnings EUR 234,647,599.90
total EUR 1,918,508,530.67 special
reserve on long term capital gains
EUR 553,612,957.45 global dividend
EUR 1,364,895,573.22; if the number
of shares existing at dividend
payment date requires it, the
necessary amounts will be deducted
from special reserve on long-term
capital gains; net dividend per share
EUR 1.02 with EUR 0.51 tax credit
paid in cash minus the EUR 0.97
interim dividend at the settlement
O.30 Appoint Mr. Serge Kampf as a Director Mgmt For *
for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.31 Appoint Mr. Igor Landau as a Director Mgmt For *
for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.32 Appoint Mr. Hubert Markl as a Mgmt For *
Director for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.33 Appoint Mr. Klaus Pohle as a Director Mgmt For *
for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.34 Appoint Mr. Hermann Scholl as a Mgmt For *
Director for 4 years, subject to the
realization of the offerings
initiated by the Company on the
O.35 Acknowledge the mandates of the Mgmt For *
Directors of the Companies: Elf
Aquitaine, I Oreal and Pierre Castres
Saint-Martin, Pierre-Gilles De
Gennes and Herve Guerin expires to
the exit from this present meeting
O.36 Approve to set an amount of EUR Mgmt For *
1,000,000.00 to be allocated to the
Board of Directors as attendance fees
O.37 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present to accomplish all
deposits and publications prescribed
O.4 Approve the agreements mentioned in Mgmt For *
the Special Auditors report, in
accordance with the provisions of
Article L. 225-40 of the French Trade
Code
O.5 Authorize the Board, in substitution Mgmt For *
of the Authority granted at in
Resolution 6 of 19 MAY 2003, to trade
the Company shares on the stock
exchange, notably in view of
adjusting their price and
implementing resolution 12 below;
maximum purchase price EUR 90.00;
maximum amount to be used for such
operations EUR 6,595,632,630.00 and
EUR 13,026,566,790.00 if the public
offerings on the Aventis shares 10%
of the share capital; the
repurchased shares kept by the
Company will have no voting right and
no dividend; they shall not exceed
10% of the share capital; maximum
number of shares to be acquired: 10%
of the share capital; Authority
expires at the end of 18 months as of
O.6 Authorize the Board to issue bonds Mgmt For *
and similar securities for maximum
nominal amount of EUR
7,000,000,000.00; this limit included
all issues of the same sort;
Authority expires at the end of 5
- -------------------------------------------------------------------------------------------------------
M6 METROPOLE TELEVISION SA Agenda: 700464720
CUSIP: F6160D108 Meeting Type: MIX
Ticker: Meeting Date: 3/18/2004 ISIN: FR0000053225
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
EO.14 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present to accomplish all
deposits and publications prescribed
O.1 Approve to modify the Articles of Mgmt For *
Associations Number.11, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.10 Ratify the appointment of Mr. Jean Mgmt For *
Laurent to replace Mr. Xavier Moreno
as a Member of the Supervisory Board
for a period of 4 years
O.11 Ratify the appointment of Mr. Guy de Mgmt For *
Panafieu to replace Mr. Patrick Ouart
as a Member of the Supervisory Board
for a period of 4 years
O.12 Ratify the appointment of Mr. Thomas Mgmt For *
Rabe as a Member of the Supervisory
Board for a period of 4 years
O.13 Ratify the appointment of Mr. Vincent Mgmt For *
de Deorlodot as a Member of the
Supervisory Board for a period of 4
years
O.2 Approve to modify the Articles of Mgmt For *
Associations Number. 15, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.3 Approve to modify the Articles of Mgmt For *
Associations Number. 20, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.4 Approve to modify the Articles of Mgmt For *
Associations Number. 24.1, in order
to harmonize with Financial Security
Law of 01 AUG 2003
O.5 Approve to modify the Articles of Mgmt For *
Associations Number. 25, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.6 Approve to modify the Articles of Mgmt For *
Associations Number. 26, in order to
harmonize with Financial Security Law
of 01 AUG 2003
O.7 Approve to modify the Articles of Mgmt For *
Associations Number. 35
O.8 Ratify the appointment of Mr. Patrick Mgmt For *
Ouart to replace Mr. Francos Jaclot
as a Member of the Supervisory Board
for a period remaining to be run of
the mandate of this list
O.9 Ratify the appointment of Mr. Bernard Mgmt For *
Arnault to replace Ms. Valerie
Bernis as a Member of the Supervisory
Board for a period of 4 years
- -------------------------------------------------------------------------------------------------------
M6 METROPOLE TELEVISION SA Agenda: 700481093
CUSIP: F6160D108 Meeting Type: MIX
Ticker: Meeting Date: 4/28/2004 ISIN: FR0000053225
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
E.1 Authorize the Executive Committee to Mgmt For *
grant to the benefit of members to be
chosen by it, stock options granting
the right to purchase the Company s
shares within a limit of EUR
1,080,000.00 corresponding to
2,700,000 shares of a par value of
EUR 0.40 each, and to set the price
of the said shares in accordance with
the provisions of Articles 174-8 and
the decree NR 67-236 of 23 MAR 1967
E.4 Authorize the Executive Committee to Mgmt For *
proceed, in France or abroad, with
the issue of new shares, up to a
nominal amount of EUR 1,000,000.00;
and delegate all powers to the
Executive Committee to take all
necessary measures and accomplish all
necessary formalities
O.10 Renew the term of office of Mr. Mgmt For *
Albert Frere as a Member of
Supervisory Board for a period of 4
O.11 Renew the term of office of Mr. Axel Mgmt For *
Ganz as a Member of Supervisory Board
for a period of 4 years
O.12 Renew the term of office of Mr. Jean- Mgmt For *
Charles de Keyser as a Member of
Supervisory Board for a period of 4
years
O.13 Renew the term of office of Mr. Remy Mgmt For *
Sautter as a Member of Supervisory
Board for a period of 4 years
O.14 Renew the term of office of Mr. Yves Mgmt For *
Thibault as a Member of Supervisory
Board for a period of 4 years
O.15 Renew the term of office of Mr. Mgmt For *
Gerard Worms as a Member of
Supervisory Board for a period of 4
O.16 Renew the term of office of Mr. Mgmt For *
Gerhard Zeiler as a Member of
Supervisory Board for a period of 4
years
O.17 Renew the term of office of Mr. Mgmt For *
Bernard Arnault as a Member of
Supervisory Board for a period of 4
years
O.18 Renew the term of office of Mr. Jean Mgmt For *
Laurent as a Member of Supervisory
Board for a period of 4 years
O.19 Renew the term of office of Mr. Guy Mgmt For *
De Panafieu as a Member of
Supervisory Board for a period of 4
O.2 Authorize the Executive Committee to Mgmt For *
take all necessary measures and
accomplish all formalities necessary
to carry out the capital increase
which has been adopted
O.20 Approve to allocate EUR 120,000.00 to Mgmt For *
the Members of Supervisory Board as
attendance fees
O.21 Authorize the Executive Committee to Mgmt For *
trade the Company s shares on the
stock exchange in view of adjusting
their price as per the following
conditions: maximum purchase price:
EUR 50.00; minimum selling price: EUR
10.00; and, maximum number of shares
to be traded: 10%; Authority
expires at the end of 18 months
O.3 Grant all powers to the Executive Mgmt For *
Committee subject to the adoption of
Resolution 21 to decrease the share
capital by canceling the shares held
by the Company in connection with a
stock repurchase plan, within a limit
of 10%; and delegate all powers to
the Executive Committee to take all
necessary measures and accomplish all
necessary formalities; Authority
expires at the conclusion of the
shareholders meeting to be ruled on
the annual accounts 2004
O.5 Approve the reading of the Executive Mgmt For *
Committee report and the General
Auditors report, and approve the
accounts and the balance sheet for
the FY 2003, as presented to it;
profits for the FY: EUR
O.6 Approve the Special Auditor s report, Mgmt For *
in accordance with the provisions of
Article L.225-86 of the Commercial
O.7 Approve, profits for the FY: EUR Mgmt For *
105,525,515.00; prior retained
earnings: EUR 399,069,536.00;
distributable profits: EUR
504,595,051.00; global dividend: EUR
88,365,422.00; balance carried
forward: EUR 416,229,629.00; and, the
shareholders will receive a net
dividend of EUR 0.67, with a
corresponding tax credit of EUR
0.335; this dividend will be paid on
05 MAY 2004
O.8 Acknowledge that the consolidated Mgmt For *
accounts were presented, and that the
Executive Committee report for the
Group is included in the Executive
Committee report
O.9 Grant discharge to the members of the Mgmt For *
Executive Committee and the
Supervisory Board for the completion
of their assignment for the current
year
OE.22 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present to accomplish all
deposits and publications prescribed
- -------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SA Agenda: 700492856
CUSIP: F86921107 Meeting Type: MIX
Ticker: Meeting Date: 5/6/2004 ISIN: FR0000121972
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
A Verification Period exists in Non-
France. Please see Voting
http://ics.adp.com/marketguide for
complete information. Verification
Period: Registered Shares: 1 to 5
days prior to the meeting date,
depends on company s by-laws. Bearer
Shares: 6 days prior to the meeting
date. French Resident Shareowners
must complete, sign and forward the
Proxy Card directly to the sub
custodian. Please contact your Client
Service Representative to obtain the
necessary card, account details and
directions. The following applies to
Non-Resident Shareowners: Proxy
Cards: ADP will forward voting
instructions to the Global Custodians
that have become Registered
Intermediaries, on ADP Vote Deadline
Date. In capacity as Registered
Intermediary, the Global Custodian
will sign the Proxy Card and forward
to the local custodian. If you are
unsure whether your Global Custodian
acts as Registered Intermediary,
please contact ADP. Trades/Vote
Instructions: Since France maintains
a Verification Period, for vote
instructions submitted that have a
trade transacted (sell) for either
the full security position or a
partial amount after the vote
instruction has been submitted to ADP
and the Global Custodian advises ADP
of the position change via the
account position collection process,
ADP has a process in effect which
will advise the Global Custodian of
the new account position available
for voting. This will ensure that the
local custodian is instructed to
amend the vote instruction and
release the shares for settlement of
the sale transaction. This procedure
pertains to sale transactions with a
E.17 Amend the Articles of Association Mgmt For *
Number 11
E.18 Authorize the Board of Directors to Mgmt For *
proceed, with the issue of shares and
other securities giving access to the
issue of shares and other securities
giving access to the Company share
capital, reserved to the members of
an enterprise savings plan for a
maximum nominal amount of 5%
Authority expires at the end of 5
years the preferential subscription
right of shareholders is cancelled in
favor of the beneficiaries and the
Boards to charge all fees, rights and
expenses resulting from the capital
increase to all premiums resulting
from such capital increase, and to
appropriate from this amount such
sums as are required to bring the
legal reserve to tenth of the new
share capital after each increase
E.19 Authorize the Board of Directors, to Mgmt For *
grant, in one or several stages, to
beneficiaries to be chosen by it.
Stock options granting the right to
subscribe to Schneider Electric S.A.
the maximum number of stock options,
giving right to subscribe or the
purchase shares, will not be superior
to 3% 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 formalities necessary
to carry-out the capital increase
which has been
E.20 Authorize the Board of Directors to Mgmt For *
decrease the share capital by
canceling the shares held by the
Company in connection with a stock
repurchase plan, within a limit of
10% over a 24 months period and
authorize the Board of Directors to
take all necessary measures and
accomplish all formalities
E.21 Approve that the general meeting Mgmt Against *
decides that in period of take over
or exchange, the Board of Directors
will be allowed to utilize the
delegations granted to it to increase
the share capital, only if the share
said increase is assigned to allow
the realization of adjourning
projects presented
E.22 Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present to accomplish all
deposits and publications prescribed
O.1 Receive the Directors and the Mgmt For *
Supervisory Auditors reports relating
to the financial statements for the
YE 31 DEC 2003
O.10 Approve to renew the term of office Mgmt For *
of Mr. M. Willy Kissling as a
Director for a period of 4 years
O.11 Approve to renew the term of office Mgmt For *
of Mr. M. Piero Sierra as a Director
for a period of 4 years
O.12 Approve to renew the term of office Mgmt For *
of Barbier Frinault Et Autres Ernst
And Young as the Statutory Auditors
period of 6 FY
O.13 Appoint M. Philippe Diu as the Deputy Mgmt For *
Auditor of Barbier Frinault Et
Autres for a period of 6 FY
O.14 Appoint Mazars and Guerard as the Mgmt For *
Statutory Auditor for a period of 6
O.15 Appoint M. Charles Vincensini as a Mgmt For *
Deputy Auditor for a period of 6 FY
O.16 Authorize the Board, to trade the Mgmt For *
Company s shares on the stock
exchange in view of adjusting their
price as per the following
conditions: maximum purchase price:
EUR 80.00; minimum selling price: EUR
40.00; and, maximum number of shares
to be traded: 10%; Authority
expires at the end of 18 months
O.2 Acknowledge that the consolidated Mgmt For *
accounts were presented, and that the
Board of Directors report for the
Group is included in the Board of
Directors report
O.3 Approve the Special Auditor s report, Mgmt For *
in accordance with the provisions of
Article L.225-40 French Company Act,
upon the agreements concerned by
the Article L225-38 of the Law
O.4 Approve the integration into the Mgmt For *
account balance carried forward of:
balance carried forward of: the part
of the withholding tax repaid by the
public revenue department, I.E.EUR
23,105,796.39, the dividend, accruing
to the self holding shares, non
paid, I.E. EUR 6,459,705.00; the
balance carried forward to EUR
29,565,501.39 it decides to allocate
the distributable profit the fiscal
year profit of EUR474,732,413.08 plus
the so brought balance carried
forward which amounts to EUR
504,297,914.47, as follows: global
dividend: EUR 255,026,387.00;
withholding tax: EUR 93,331,322.00;
balance carried forward: EUR
504,297,914.47; and the shareholders
will receive a net dividend of EUR
1.10, with a corresponding tax credit
O.5 Appoint Mr. Caisse Des Depots Et Mgmt For *
Consignations as Director for a
period of 4 years
O.6 Appoint Mr. M. Chris C. Richardson as Mgmt For *
Director for a period of 4 years
O.7 Approve to renew the term of office Mgmt For *
of Mr. M. Alain Burq as a Director
for a period of 4 years
O.8 Approve to renew the term of office Mgmt For *
of Mr. M. Alain Bouton as a Director
for a period of 4 years
O.9 Approve to renew the term of office Mgmt For *
of Mr. M. Thierry Breton as a
Director for a period of 4 years
- -------------------------------------------------------------------------------------------------------
UNIBAIL HOLDING Agenda: 700467233
CUSIP: F95094110 Meeting Type: MIX
Ticker: Meeting Date: 4/8/2004 ISIN: FR0000124711
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THE MEETING HELD ON Non-
31 MAR 2004 HAS BEEN POSTPONED DUE TO Voting
LACK OF QUORUM AND THAT THE SECOND
CONVOCATION WILL BE HELD ON 08 APR
2004. PLEASE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR
VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
1. Receive the Board of Directors Mgmt For *
report, and the general Auditors
report, and approve the accounts and
the balance sheet for the FY 2003
10. Grant all powers to the Board of Mgmt For *
Directors, by replacing the present
authority, to decrease the share
capital by canceling the shares held
by the Company in connection with a
Stock Repurchase Plan, within a limit
of 10% over a 24-month period;
authority expires at the end of 18
months; and the present delegation
cancels and replaces, for the period
unused, the delegation given in
Resolution No.11 as specified
11. Grant all powers to the bearer of a Mgmt For *
copy or an extract of the minutes of
the present in order to accomplish
all deposits and publications
prescribed by law
2. Acknowledge the consolidated accounts Mgmt For *
were presented, and the Board of
Directors report for the Group is
included in the Board of Directors
report
3. Approve the appropriation of the Mgmt For *
profits as follows: net dividend per
share: EUR 3.50 profits for the FY:
EUR 480,814,545.00; prior retained
earnings: EUR 81,753,529.00;
distributable profits: EUR
562,568,074.00; global dividend: EUR
157,502,923.00; and approve to charge
the recorded profits of EUR
405,065,151.00 to the retained
profits account, and the shareholders
will receive a net dividend with a
corresponding tax credit of EUR 0.19,
this dividend will be paid on 15 JUN
2004
4. Approve the Special Auditors report, Mgmt For *
in accordance with the provisions of
Article L.225-38 and following of the
Commercial Law
5. Approve to renew the term of office Mgmt For *
of Mr. Jean-Claude Jolain as a
Director for 2 years
6. Approve to renew the term of office Mgmt For *
of Mr. Henri Moulard as a Director
for 2 years
7. Approve to renew the term of office Mgmt For *
of Mr. Jean-Jacques Rosa as a
Director for 2 years
8. Approve to set an amount of EUR Mgmt For *
350,000.00 to be allocated to the
Directors as attendance fees
9. Receive the Board of Directors Mgmt For *
report, and authorize the Board of
Directors to carry out the stock
repurchase by the Company: maximum
purchase price: EUR 90.00; minimum
selling price: EUR 75.00; maximum
number of shares to be traded: 10% of
the share capital; and approve that
the shares can be purchased,
transferred or exchanged at any time
and paid by any means on the stock
exchange or by agreement; and approve
that the shares can be cancelled; and
authorize the Board of Directors to
adjust the share maximum purchase
price and the share minimum selling
price; and approve that this
authorization is given for a period
of 18 months; and approve to delegate
all powers to the Board of Directors
to take all necessary measures and
- -------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC Agenda: 700475773
CUSIP: G0593M107 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: GB0009895292
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Director s report and Mgmt For *
accounts for the YE 31 DEC 2003
10. Authorize the Directors to disapply Mgmt For *
pre-emption rights
11. Authorize the Company to purchase its Mgmt For *
own shares
12. Grant authority to increase of Mgmt For *
capital on non-executive Director s
remuneration
2. Approve the dividends Mgmt For *
3. Re-appoint KPMG Audit PLC, London as Mgmt For *
Auditor
4. Authorize the Directors to agree to Mgmt For *
the remuneration of the Auditor
5.a Elect Mr. Percy Barnevik as a Mgmt For *
5.b Elect Mr. Hakan Mogren as a Director Mgmt For *
5.c Elect Sir. Tom Mckillop as a Director Mgmt For *
5.d Elect Mr. Jonathan Symonds as a Mgmt For *
Director
5.e Elect Sir. Peter Bonfield as a Mgmt For *
5.f Elect Mr. John Buchanan as a Director Mgmt For *
5.g Elect Ms. Jane Henney as a Director Mgmt For *
5.h Elect Mr. Michele Hooper as a Mgmt For *
5.i Elect Mr. Joe Jimenez as a Director Mgmt For *
5.j Elect Mr. Ema Moller as a Director Mgmt For *
5.k Elect Mr. Dame Bridget Ogilvie as a Mgmt For *
Director
5.l Elect Mr.Louis Schweitzer as a Mgmt For *
5.m Elect Mr. Marcus Wallenberg as a Mgmt For *
Director
6. Approve the Director s remuneration Mgmt For *
report for the YE 31 DEC 2003
7. Adopt new Articles of Association Mgmt For *
8. Grant authority for limited EU Mgmt For *
political donations
9. Authorize the Directors to allot Mgmt For *
unissued shares
- -------------------------------------------------------------------------------------------------------
BAE SYSTEMS PLC Agenda: 700488530
CUSIP: G06940103 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: GB0002634946
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the audited accounts of the Mgmt No Action *
Company for the YE 31 DEC 2003 and
the Directors reports and the
Auditors report thereon
10. Authorize the Directors to agree the Mgmt No Action *
remuneration of the Auditors
11. Approve to renew the authority Mgmt No Action *
conferred on the Directors by Article
12(B)(I) of the Articles of
Association of the Company for a
period ending on 05 MAY 2009 and that
for such period the Section 80
amount shall be GBP 17,748,171
2. Approve the Directors remuneration Mgmt No Action *
report for the YE 31 DEC 2004
3. Approve to declare the final dividend Mgmt No Action *
for the YE 31 DEC 2003 of 5.5 pence
per ordinary share payable on 01 JUN
2004 to ordinary shareholders whose
names appeared on the Register of
Members at the close of business on
23 APR 2004
4. Re-elect Mr. Ulrich Cartellieri as a Mgmt No Action *
Director of the Company, who retires
pursuant to Article 85
5. Re-elect Lord Hesketh as a Director Mgmt No Action *
of the Company, who retires pursuant
to Article 85
6. Re-elect Mr. Steven Mogford as a Mgmt No Action *
Director of the Company, who retires
pursuant to Article 85
7. Re-elect Mr. George Rose as a Mgmt No Action *
Director of the Company, who retires
pursuant to Article 85
8. Re-elect Mr. Michael Hartnall as a Mgmt No Action *
Director of the Company, who retires
pursuant to Article 85
9. Re-appoint KPMG Audit PLC as the Mgmt No Action *
Auditors of the Company, to hold
office until the next general meeting
at which the accounts are laid
before the Company
S.12 Approve to renew the authority Mgmt No Action *
conferred on the Directors by Article
12(B)(II) of the Articles of
Association of the Company for a
period ending on 05 MAY 2009 and that
for the period the Section 89 amount
shall be GBP 3,825,091
S.13 Authorize the Company, for the Mgmt No Action *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163 of up to
306,007,313 ordinary shares of 2.5p
each in the capital of the Company,
at a minimum price of 2.5p and up to
105% of the average middle market
quotations for Company s 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 in 2005 or 05 AUG 2005; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry;
and where such shares are held in
treasury, the Company may use them
for the purposes of its employee
S.14 Amend the specified Articles of Mgmt No Action *
Association of the Company
- -------------------------------------------------------------------------------------------------------
BRAMBLES INDUSTRIES PLC Agenda: 700414876
CUSIP: G1307R101 Meeting Type: AGM
Ticker: Meeting Date: 10/21/2003 ISIN: GB0030616733
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the reports and the financial Mgmt For *
statements of BIL
10. Re-elect Mr. R.C. Milne to the Board Mgmt For *
of BIL
11. Re-elect Mr. R.C. Milne to the Board Mgmt For *
of BIP
12. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of BIP
13. Authorize the Directors to set the Mgmt For *
Auditors fees
14. Grant authority to allot shares in Mgmt For *
17. Approve the Dividend Reinvestment Mgmt For *
Plan by BIL
18. Approve the Scrip Dividend Scheme by Mgmt For *
BIP
2. Receive the reports and the accounts Mgmt For *
of BIP
3. Approve the Brambles remuneration Mgmt For *
report
4. Re-elect Mr. R.D. Brown to the Board Mgmt For *
of BIL
5. Re-elect Mr. R.D. Brown to the Board Mgmt For *
of BIP
6. Re-elect Mr. C.K. Chow to the Board Mgmt For *
of BIL
7. Re-elect Mr. C.K. Chow to the Board Mgmt For *
of BIP
8. Re-elect Sir David Lees to the Board Mgmt For *
of BIL
9. Re-elect Sir David Lees to the Board Mgmt For *
of BIP
S.15 Approve to dissaply pre-emption Mgmt For *
rights in BIP
S.16 Grant authority to buy-back shares in Mgmt For *
BIP
S.19 Amend the Articles of Association of Mgmt For *
BIP
- -------------------------------------------------------------------------------------------------------
BRITISH AIRWAYS PLC Agenda: 700382916
CUSIP: G14980109 Meeting Type: AGM
Ticker: Meeting Date: 7/15/2003 ISIN: GB0001290575
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the accounts for Mgmt For *
the YE 31 MAR 2003, together with the
report of the Directors
2. Approve the remuneration report Mgmt For *
contained within the report and
accounts for the YE 31 MAR 2003
4. Re-elect Mr. Roderick Eddington as a Mgmt For *
Director of the Company, who retires
in accordance with Article 87 of the
Company s Articles of Association
5. Re-elect Mr. Martin Broughton as a Mgmt For *
Director of the Company, who retires
in accordance with Article 87 of the
Company s Articles of Association
6. Re-elect Baroness O Cathain as a Mgmt For *
Director of the Company until the
next AGM, who retires in accordance
with Article 87 of the Company s
Articles of Association
7. Re-elect Dr. Martin Read as a Mgmt For *
Director of the Company, who retires
in accordance with Article 87 of the
Company s Articles of Association
8. Re-appoint Ernst & Young LLP as the Mgmt For *
Auditor of the Company
9. Authorize the Directors to determine Mgmt For *
the Auditors remuneration
S.10 Approve, pursuant to Sections 80 and Mgmt For *
95 of the Companies Act 1985, that
the authority and power to allot
shares, conferred on the Directors by
Article 11(B) of the Company s
Articles of Association be renewed
for the period ending on the earlier
of the date on which a resolution
relating to such authority and power
is put in the general meeting on 15
JUL 2008 and the prescribed amount
shall be GBP 89 million and as per
Section 89 shall be GBP 13.5 million
S.3 Approve that the Article 78 of the Mgmt For *
Company s Articles of Association
shall be substituted with the
replacement Article 78
- -------------------------------------------------------------------------------------------------------
DIXONS GROUP PLC Agenda: 700403796
CUSIP: G27806101 Meeting Type: AGM
Ticker: Meeting Date: 9/10/2003 ISIN: GB0000472455
For/Against
Proposal Type Vote Management
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1. Receive the Directors report, the Mgmt For *
financial statements for the 53 weeks
ended 3 MAY 2003 and the Auditors
report thereon
10. Authorize the Company to make Mgmt For *
donations to EU Political
Organizations and to incur Political
Expenditure in an aggregate amount
not exceeding GBP 50,000 during the
period of two years beginning with
the date of the AGM in 2003, such
amount shall extend to expenditure to
be incurred either by the Company or
its wholly owned subsidiary DSG
11. Approve to renew the authority Mgmt For *
conferred on the Directors for the
period expiring five years from the
date of passing this resolution and
for such period the Section 80 amount
shall be GBP 16,224,672
12. Approve to renew the authority Mgmt For *
conferred on the Directors for the
period ending on the date of the AGM
in 2004 or on 9 DEC 2004, and for
such period the Section 89 amount
shall be GBP 2,433,701
13. Authorize the Company for the purpose Mgmt For *
of Section 166 of the Companies Act,
1985 to make market purchases of
ordinary shares of 2.5p in the
capital of the Company provided that
the maximum number of ordinary shares
which may be purchased is 194
million, the minimum price which may
be paid for a share of its nominal
value; the maximum price which may be
paid for a share is an amount equal
to 105% of the average of the market
quotations for an ordinary share for
the five business days immediately
preceding the day on which the share
is contracted to be purchased;
Authority expires at the conclusion
of the AGM in 2004
2. Declare a final dividend of 5.145 Mgmt For *
pence net per ordinary share for the
53 weeks ended 3 MAY 2003
3. Re-appoint Mr. David Longbottom as a Mgmt For *
Director
4. Re-appoint Mr. Andrew Lynch as a Mgmt For *
Director
5. Re-appoint Mr. John Whybrow as a Mgmt For *
Director
6. Re-appoint Ms. Rita Clifton as a Mgmt For *
Director
7. Re-appoint Mr. John Clare as a Mgmt For *
8. Re-appoint Deloitte & Touche LLP as Mgmt For *
the Auditors of the Company until the
end of the next AGM and authorize
the Directors to fix their
9. Approve the remuneration report for Mgmt For *
the 53 weeks ended 3 MAY 2003
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ELECTROCOMPONENTS PLC Agenda: 700384972
CUSIP: G29848101 Meeting Type: AGM
Ticker: Meeting Date: 7/18/2003 ISIN: GB0003096442
For/Against
Proposal Type Vote Management
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1. Receive the accounts and the reports Mgmt For *
of the Directors and the Auditors for
the YE 31 MAR 2003
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 MAR 2003
3. Declare a final dividend on the Mgmt For *
ordinary shares
4. Re-elect Mr. T.G. Barker as a Mgmt For *
5. Re-elect Mr. J.L. Hewitt as a Mgmt For *
6. Re-elect Mr. N.J. Temple as a Mgmt For *
7. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors of the Company and authorize
the Directors to agree their
remuneration
S.8 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
43,520,655 ordinary shares of 10p
each in the Company, at a minimum
price of 10p and up to 105% of the
average middle market quotations for
such shares derived from the London
Stock Exchange Daily Official List,
over the previous 5 business days;
Authority expires at the conclusion
of the next AGM of the Company; and
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
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GALLAHER GROUP PLC, LONDON Agenda: 700488275
CUSIP: G3708C105 Meeting Type: AGM
Ticker: Meeting Date: 5/12/2004 ISIN: GB0003833695
For/Against
Proposal Type Vote Management
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1. Receive the report of the Directors Mgmt For *
and the accounts for the YE 31 DEC
2003 and the Auditors report thereon
10. Authorize the Company, for the Mgmt For *
purpose of the Companies Act 1985
the Act, to make donations to EU
political organization and to incur
EU political expenditure Section
347A of the Act, up to a maximum
aggregate amount of GBP 50,000 per
annum; Authority expires at the
conclusion of the Company s AGM to be
11. Authorize Gallaher Limited, for the Mgmt For *
purpose of the Companies Act 1985
the Act, to make donations to EU
political organization and to incur
EU political expenditure Section
347A of the Act, up to a maximum
aggregate amount of GBP 50,000 per
annum; Authority expires at the
conclusion of the Company s AGM to be
12. Authorize Austria Tabak AG & Co. KG, Mgmt For *
for the purpose of the Companies Act
1985 the Act, to make donations to
EU political organization and to
incur EU political expenditure
Section 347A of the Act, up to a
maximum aggregate amount of GBP
50,000 per annum; Authority expires
at the conclusion of the Company s
13. Authorize the Board, for the purpose Mgmt For *
of Article 10 of the Company s
Articles of Association whether or
not such Article 10 is amended
pursuant to Resolution 16, the
Section 80 amount shall be GBP
21,790,500; Authority expires the
earlier of the conclusion of next AGM
of the Company to be held in 2005 or
11 AUG 2005, but during this period
the Board may make offers and enter
into agreements which would, or might
need relevant securities to be
allotted after this period
2. Declare a final dividend of 20.15p Mgmt For *
per ordinary share for the YE 31 DEC
2003 payable on 21 MAY 2004 to the
shareholders on the register at the
close of business on 19 MAR 2004
3. Approve the Directors remuneration Mgmt For *
report in the annual report and the
financial statements 2003
4. Re-elect Mr. Nigel Northridge as a Mgmt For *
Director of the Company
5. Re-elect Mr. Mark Rolfe as a Director Mgmt For *
of the Company
6. Re-elect Mr. Neil England as a Mgmt For *
Director of the Company
7. Re-elect Mr. Richard Delbridge as a Mgmt For *
Director of the Company
8. Elect Mr. Ronnic Bell as a Director Mgmt For *
of the Company
9. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company, and
authorize the Directors to fix the
Auditors remuneration
S.14 Authorize the Board, for the purpose Mgmt For *
of Article 10 of the Company s
Articles of Association whether or
not such Article 10 is amended
pursuant to Resolution 16, the
Section 89 amount shall be GBP
3,268,500; Authority expires the
earlier of the conclusion of next AGM
of the Company to be held in 2005 or
11 AUG 2005, but during this period
the Board may make offers and enter
into agreements which would, or might
need equity securities to be allotted
after this period
S.15 Authorize the Company, to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
65,372,200 ordinary shares of 10p
each in the capital of the Company,
at a minimum price of 10p and not
more than 105% above the average
market value for such shares derived
from the London Stock Exchange Daily
Official List, over the previous 5
business days; Authority expires the
earlier of the conclusion of next AGM
of the Company to be held in 2005 or
11 AUG 2005; the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
after such expiry
S.16 Amend Article 10.1(B), 10.2, 10.2(B) Mgmt For *
of the Company s Articles of
Association
S.17 Amend Articles of Association, by Mgmt For *
changing the amount GBP 500,00
specified in the first sentence of
Article 90 to an amount of GBP
1,000,000
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GREENE KING PLC (FORMERLY GREENE KING & SONS Agenda: 700398351
PLC)
CUSIP: G40880109 Meeting Type: AGM
Ticker: Meeting Date: 8/29/2003 ISIN: GB0003872420
For/Against
Proposal Type Vote Management
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1. Receive and adopt the report of the Mgmt For *
Directors and the accounts for the YE
04 MAY 2003 and then Auditors
2. Declare a net final dividend of 21.3p Mgmt For *
per ordinary share
3. Re-elect Mr. Alan Bowkett as a Mgmt For *
Director of the Company
4. Re-appoint Ernst & Young LLP and Mgmt For *
authorize the Directors to fix their
remuneration
5. Approve the Directors remuneration Mgmt Against *
report for the YE 04 MAY 2003
6. Approve the rules of the Greene King Mgmt For *
PLC Long-Term Incentive Plan 2003
Plan; and authorize the Directors,
to make such modifications to the
Plan as they may consider necessary
to take account of the requirements
of the UK Listing Authority and best
practice and to adopt the Plan and do
all such acts and things necessary to
operate the Plan and to vote in favor
of any matter connected with the Plan
notwithstanding that they may be
interested in the same, except that
no Director may be counted in a
quorum or vote in respect of his own
participation, subject to the
relaxation of the provisions of the
Articles of Association of the
S.7 Authorize the Directors, in Mgmt For *
accordance with Article 11 of the
Articles of Association of the
Company and for the purpose of
Section 80 of the Companies Act 1985,
to allot relevant securities up to an
aggregate nominal amount of GBP
5,966,260; Authority expires the
earlier 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
S.8 Approve to renew the authority and Mgmt For *
powers conferred on the Directors by
Article 11 of the Articles of
Association of the Company, to allot
securities up to GBP 894,939 Section
89 amount; Authority expires the
earlier of the next AGM in 2004 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.9 Authorize the Company, for the Mgmt For *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163 of up to
7,159,513 ordinary shares of 25p each
in the capital of the Company, at a
minimum price of 25p and up to 105%
of the average middle 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 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
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DIAGEO PLC Agenda: 700416096
CUSIP: G42089113 Meeting Type: AGM
Ticker: Meeting Date: 10/22/2003 ISIN: GB0002374006
For/Against
Proposal Type Vote Management
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1. Receive the Directors and the Mgmt For *
Auditors reports and the accounts
for the YE 30 JUN 2003
2. Approve the Directors remuneration Mgmt For *
report for the YE 30 JUN 2003
3. Declare a final dividend on the Mgmt For *
ordinary shares
4. Re-elect Lord Blyth of Rowington as a Mgmt For *
Director
5. Re-elect Mr. J.K. Oates as a Director Mgmt For *
6. Re-elect Mr. P.S. Walsh as a Director Mgmt For *
7. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors of the Company until the
conclusion of the next general
meeting at which accounts are laid
before the Company and authorize the
Directors to determine their
S.8 Approve to renew the power conferred Mgmt For *
on the Directors 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 21 JAN 2005,
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
S.9 Authorize the Company to make market Mgmt For *
purchases Section 163 of the
Companies Act 1985 as amended of up
to 309,885,718 ordinary shares of 28
101/104 pence each, at a minimum
price of 28 101/104 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
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HBOS PLC Agenda: 700474214
CUSIP: G4364D106 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: GB0030587504
For/Against
Proposal Type Vote Management
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1. Receive the accounts and the reports Mgmt For *
of the Directors and the Auditors for
the YE 31 DEC 2003
12. Authorize the Company, in accordance Mgmt For *
with Section 347 of the Companies Act
1985, to make donations to EU
political organization not exceeding
GBP 25,000 and to incur EU political
expenditure up to a maximum amount of
GBP 25,000; and authorize HBOS UK
PLC, a wholly owned subsidiary of the
Company, in accordance with Section
347D of the Companies Act 1985, to
make donations to EU political
organization not exceeding GBP 75,000
and to incur EU political expenditure
up to a maximum amount of GBP 75,000;
Authority expires the earlier of the
conclusion of the next AGM in 2005 or
27 JUL 2005
2. Approve the Directors remuneration Mgmt For *
report for the FYE 31 DEC 2003
3. Declare a final dividend of 20.6 Mgmt For *
pence per ordinary share, payable on
21 MAY 2004 to registered
shareholders as on 12 MAR 2004
4. Elect Ms. Kate Nealon as a Director Mgmt For *
5. Elect Mr. David Shearer as a Director Mgmt For *
6. Re-elect Mr. James Crosby as a Mgmt For *
7. Re-elect Mr. Phil Hodkinson as a Mgmt For *
Director
8. Re-elect Mr. Brian Ivory as a Mgmt For *
9. Re-appoint KPMG Audit PLC as the Mgmt For *
Auditors of the Company, until the
next meeting at which the accounts
are laid
S.10 Authorize the Directors to allot Mgmt For *
equity securities, pursuant to
Section 94 of the Companies Act 1985
for cash, pursuant to the authority
granted under Section 80, disapplying
the statutory pre-emption rights
Section 89(1), provided that this
power is limited to the allotment of
equity securities: a) in connection
with a rights issue in favor of
ordinary shareholders; b) up to an
aggregate nominal amount of GBP
48,147,509; Authority expires the
earlier of the conclusion of the next
AGM in 2005 or 27 JUL 2005; and the
Directors may allot equity securities
after the expiry of this authority in
pursuance of such an offer or
agreement made prior to such
S.11 Authorize the Company, for the Mgmt For *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163 of up to
385,035,595 ordinary shares of 25p
each in the capital of the Company,
at a minimum price of 25p and up to
105% of the average middle 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 in 2005 or 27 JUL 2005; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
S.13 Amend the Articles of Association of Mgmt For *
the Company by amending Articles 4,
5.1, 5.5, 5.10, 5.12, 5.17, 5.18, 10,
and add a New Article 17A
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HKR INTERNATIONAL LTD Agenda: 700390711
CUSIP: G4520J104 Meeting Type: AGM
Ticker: Meeting Date: 7/31/2003 ISIN: KYG4520J1040
For/Against
Proposal Type Vote Management
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PLEASE NOTE THAT THIS IS A REVISION Non-
DUE TO THE REVISED CUTOFF DATE FROM Voting
24 JUL 2003 TO 22 JUL 2003. IF YOU
HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
1. Receive and approve the audited Mgmt For *
financial statements and the reports
of the Directors and the Auditors of
the Company for the YE 31 MAR 2003
2. Re-elect the retiring Directors and Mgmt For *
authorize the Directors of the
Company to fix the fees to
Independent Non-Executive Directors
3. Re-appoint the Auditors for the Mgmt For *
ensuing year and authorize the
Directors of the Company to fix their
remuneration
4. Authorize the Directors to allot, Mgmt Against *
issue, grant, distribute and
otherwise deal with additional
authorized and unissued shares in the
capital of the Company, and make,
issue or grant offers, agreements and
options including warrants to
subscribe for shares and other rights
of subscription for or conversion
into shares and other securities
including but not limited to bonds,
debentures and notes convertible into
shares and other securities including
but not limited to bonds, debentures
and notes convertible into shares in
the Company during and after the
relevant period, not exceeding 20% of
the aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
resolution, otherwise than pursuant
to a) a rights issue; or b) any
option scheme or similar arrangement;
or c) any scrip dividend or similar
arrangement; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM of the Company is
5. Authorize the Directors to repurchase Mgmt For *
shares in the Capital of the Company
during the relevant period, on The
Stock Exchange of Hong Kong Limited
or any other stock exchange on which
the shares of the Company have been
or may be listed and recognized by
the Securities and Futures Commission
of Hong Kong and the Stock Exchange
under the Hong Kong Code on share
repurchases for such purposes,
subject to and in accordance with all
applicable laws and regulations, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing this resolution; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is to be
held by law
6. Authorize the Directors of the Mgmt Against *
Company, conditional upon the passing
of the Resolutions 4 and 5, to
exercise the powers of the Company
referred to in Resolution 4 in
respect of the share capital of the
S.7 Approve to adopt the reprinted Mgmt For *
Memorandum and Articles of
Association of the Company in its
entirety in substitution of the
existing Memorandum and Articles of
Association of the Company and
replace the definition of Clearing
House in Article 2 of the Articles of
Association of the Company with new
definition
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HKR INTERNATIONAL LTD Agenda: 700444134
CUSIP: G4520J104 Meeting Type: EGM
Ticker: Meeting Date: 1/12/2004 ISIN: KYG4520J1040
For/Against
Proposal Type Vote Management
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1. Approve the proposed arrangements in Mgmt No Action *
relation to the construction
transactions and the proposed caps on
the aggregate amounts payable by the
Company and/or its subsidiaries, as
applicable for the construction
transactions over the three financial
years ending 31 MAR 2007 as specified
and authorize the Directors of the
Company to enter into the
construction transactions over the
three financial years ending 31 MAR
2007, provided that the amounts
payable by the Company and/or its
subsidiaries, as applicable for the
construction transactions in each of
the financial years ending 31 MAR
2005, 2006 and 2007 shall not exceed
the respective capped amount as
specified for the FY in question and
that the construction transactions
are otherwise conducted in accordance
with the specified provisions
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HONGKONG LAND HOLDINGS LTD Agenda: 700489378
CUSIP: G4587L109 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: BMG4587L1090
For/Against
Proposal Type Vote Management
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1. Receive the financial statements and Mgmt For *
the Independent Auditors report for
the YE 2003 and declare a final
dividend
2.A Re-elect Mr. Jenkin Hui as a Director Mgmt For *
2.B Re-elect Mr. Brian Keelan as a Mgmt For *
2.C Re-elect Mr. Henry Keswick as a Mgmt For *
Director
3. Approve to fix the Directors fees Mgmt For *
4. Re-appoint the Auditors and authorize Mgmt For *
the Directors to fix their
5. Approve to renew the exercise by the Mgmt For *
Directors during the Relevant Period
for the purposes of this Resolution,
Relevant Period being the period from
the passing of this Resolution until
the earlier of the conclusion of the
next AGM, or the expiration of the
period within which such meeting is
required by law to be held, or the
revocation or variation of this
Resolution by an ordinary resolution
of the shareholders of the Company in
general meeting of all powers of the
Company to allot or issue shares and
to make and grant offers, agreements
and options which would or might
require shares to be allotted, issued
or disposed of during or after the
end of the Relevant Period, be and is
hereby generally and unconditionally
approved; and (b) 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 pursuant
to the approval in paragraph (a),
otherwise than pursuant to a Rights
Issue (for the purposes of this
Resolution, Rights Issue being an
offer of shares or other securities
to holders of shares or other
securities on the Register on a fixed
record date in proportion to their
then holdings of such shares or other
securities or otherwise in accordance
with the rights attaching thereto
(subject to such exclusions or other
arrangements as the Directors may
deem necessary or expedient in
relation to fractional entitlements
or legal or practical problems under
the laws of, or the requirements of
any recognized regulatory body or any
stock exchange in, any territory)),
shall not exceed USD 11.4 million,
and the said
6. Approve: (a) the exercise by the Mgmt For *
Directors of all powers of the
Company to purchase its own shares,
subject to and in accordance with all
applicable laws and regulations,
during the Relevant Period for the
purposes of this Resolution, Relevant
Period being the period from the
passing of this Resolution until the
earlier of the conclusion of the next
AGM, or the expiration of the period
within which such meeting is required
by law to be held, or the revocation
or variation of this Resolution by an
ordinary resolution of the
shareholders of the Company in
general meeting be and is hereby
generally and unconditionally
approved; (b) the aggregate nominal
amount of shares of the Company
purchased by the Company pursuant to
the approval in point (a) of this
Resolution shall be less than 15% of
the aggregate nominal amount of the
existing issued share capital of the
Company at the date of this meeting,
and such approval shall be limited
accordingly; and (c) the approval in
point (a) of this Resolution shall,
where permitted by applicable laws
and regulations and subject to the
limitation in paragraph (b) of this
Resolution, extend to permit the
purchase of shares of the Company (i)
by subsidiaries of the Company and
(ii) pursuant to the terms of put
warrants or financial instruments
having similar effect (Put Warrants)
whereby the Company can be required
to purchase its own shares, provided
that where Put Warrants are issued or
offered pursuant to a Rights Issue
(as defined in Resolution 4 above)
the price which the Company may pay
for shares purchased on exercise of
Put Warrants shall not exceed 15%
more than the average of the market
quotations for the shares for a
period of not more than 30 nor less
than the five dealing days falling
one day prior to the date of any
public announcement by the Company of
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HSBC HOLDINGS PLC Agenda: 700491602
CUSIP: G4634U169 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: GB0005405286
For/Against
Proposal Type Vote Management
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1. Receive and consider the annual Mgmt For *
accounts and the reports of the
Directors and the Auditors for the YE
31 DEC 2003
2.a Re-elect the Lord Butler as a Mgmt For *
2.b Re-elect the Baroness Dunn as a Mgmt For *
Director
2.c Re-elect Mr. R. A. Fairhead as a Mgmt For *
Director
2.d Re-elect Mr. W.K.L. Fung as a Mgmt For *
2.e Re-elect Mr. M. F. Geoghegan as a Mgmt For *
Director
2.f Re-elect Mr. S. Hintze as a Director Mgmt For *
2.g Re-elect Sir John Kemp-Welch as a Mgmt For *
Director
2.h Re-elect Sir Mark Moody-Stuart as a Mgmt For *
Director
2.i Re-elect Mr. H. Sohmen as a Director Mgmt For *
3. Re-appoint KPMG Audit Plc as Auditor Mgmt For *
at remuneration determined by the
Group Audit Committee
4. Approve the Directors Remuneration Mgmt For *
report for the YE 31 DEC 2003
5. Authorize the Company to make market Mgmt For *
purchases Section 163 of the
Companies Act 1985 of up to
1,099,900,000 ordinary shares of USD
0.50 each in the capital of the
Company, at a minimum price of USD
0.50 pence and up to 105% of the
average middle market quotations for
such shares derived from the London
Stock Exchange Daily Official List,
over the previous 5 business days or
105% of the average of the closing
prices of ordinary shares on The
Stock Exchange of Hong Kong Limited,
over the previous 5 business days;
Authority expires at the conclusion
of the AGM of the Company in 2005 ;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
6. Authorize the Directors, pursuant to Mgmt For *
and for the purposes of Section 80 of
the Companies Act 1985, to allot
relevant securities Section 80 up to
an aggregate nominal amount of GBP
100,000, USD 100,000 and EUR 100,000
in each such case in the form of
100,000,000 non-cumulative preference
shares and USD 1,099,900,000 in the
form of ordinary shares ordinary
shares of USD 0.50 each, provided
that this authority is limited, so
that, otherwise than pursuant to: a)
a rights issue or other issue the
subject of an offer or invitation,
open for acceptance for a period
fixed by the Directors, to: i)
ordinary shareholders where the
relevant securities respectively
attributable to the interest of all
ordinary shareholders are
proportionate to the respective
number of ordinary shares held by
them; and ii) holders of securities,
bonds, debentures or warrants which,
in accordance with the rights
attaching thereto, are entitled to
participate in such a rights issue or
other issues, but subject to such
exclusion or other arrangements as
the Directors deem necessary in
relation to fractional entitlements
or securities represented by
depositary receipts or having regard
to any restrictions, obligations or
legal problems under the laws or or
the requirements of any regulatory
body or stock exchange in any
territory or otherwise howsoever; or
b) the terms of any share plan for
the employees of the Company or any
of its subsidiary undertakings; or c)
the terms of the Household
International Inc. outstanding Zero-
Coupon Convertible Debt Securities or
8.875% adjustable conversion-Rate
Equity security Units; or d) any
scrip dividend or similar arrangement
implemented in accordance with the
Articles of Association of the
Company; or e) the allotment of up to
10,000,000 non-cumulative preference
shares of GBP 0.01 each, 100,000,000
non-cumulative preference shares of
USD 0.01 each and 10,000,000 non-
cumulative preference shares of EUR
0.01 each in the capital of the
Company, the nominal amount of
relevant securities to be allotted by
the Directors pursuant to this
authority wholly for cash shall not
in aggregate, together with any
allotment of other equity securities,
exceed USD 274,975,000 approximately
5% of the nominal amount of ordinary
shares of the Company in issue ;
Authority expires at the conclusion
of the AGM of the Company in 2005 ;
and authorize the Directors to allot
relevant securities after the expiry
of this authority in pursuance of
such an
8. Authorize each of the Directors other Mgmt For *
than alternate Directors, pursuant
to Article 104.1 of the Articles of
Association of the Company with
effect from 01 JAN 2004, to receive
GBP 55,000 per annum by way of fees
for their services as Directors
S.7 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 6, a) to
allot equity securities Section 94 of
the Companies Act 1985; and b) to
allot any other equity securities
Section 94 of the Companies Act 1985
which are held by the Company in
treasury, for cash pursuant to the
authority conferred by Resolution 6,
disapplying the statutory pre-emption
rights Section 89(1); Authority
expires at the conclusion of the AGM
of the Company in 2005; and
authorize the Directors to allot
equity securities after the expiry of
this authority in pursuance of such
an offer or agreement made prior to
such expiry
- -------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC Agenda: 700443637
CUSIP: G4721W102 Meeting Type: AGM
Ticker: Meeting Date: 2/3/2004 ISIN: GB0004544929
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the accounts for the FYE 30 SEP
2003
10. Re-appoint PricewaterhouseCoopers as Mgmt For *
the Auditors of the Company and
authorize the Directors to determine
their remuneration
11. Approve that, in accordance with Mgmt For *
Article 86 of the Articles of
Association of the Company, the
maximum number of Directors of the
Company be and is hereby increased
from 12 to 16
12.a Authorize the Company and its Mgmt For *
Directors, for the purposes of Part
XA of the Companies Act 1985, to make
donations to EU political
organizations and to incur EU
political expenditure up to an
aggregate amount of GBP 100,000;
Authority expires at the conclusion
of the AGM of the Company in 2005
12.b Authorize Imperial Tobacco Limited Mgmt For *
and its Directors, for the purposes
of Part XA of the Companies Act 1985,
to make donations to EU political
organizations and to incur EU
political expenditure up to an
aggregate amount of GBP 100,000;
Authority expires at the conclusion
of the AGM of the Company in 2005
12.c Authorize Imperial Tobacco Mgmt For *
International Limited and its
Directors, for the purposes of Part
XA of the Companies Act 1985, to make
donations to EU political
organizations and to incur EU
political expenditure up to an
aggregate amount of GBP 100,000;
Authority expires at the conclusion
of the AGM of the Company in 2005
12.d Authorize Van Nelle Tabak Nederland Mgmt For *
B.V. and its Directors, for the
purposes of Part XA of the Companies
Act 1985, to make donations to EU
political organizations and to incur
EU political expenditure up to an
aggregate amount of GBP 100,000;
Authority expires at the conclusion
of the AGM of the Company in 2005
12.e Authorize John Player & Sons Limited Mgmt For *
and its Directors, for the purposes
of Part XA of the Companies Act 1985,
to make donations to EU political
organizations and to incur EU
political expenditure up to an
aggregate amount of GBP 100,000;
Authority expires at the conclusion
of the AGM of the Company in 2005
12.f Authorize Reemtsma Cigarertenfabrlken Mgmt For *
GmbH and its Directors, for the
purpose of Part XA of the Companies
Act 1985 to make donations to EU
political organizations and to incur
EU political expenditure up to an
aggregate amount of GBP 100,000;
Authority expires at the conclusion
of the AGM of the Company in 2005
12.g Authorize Compagnie Independante des Mgmt For *
Tabacs S.A and its Directors, for the
purpose of Part XA of the Companies
Act 1985 to make donations to EU
political organizations and to incur
EU political expenditure up to an
aggregate amount of GBP 100,000;
Authority expires at the conclusion
of the AGM of the Company in 2005
13. Approve to renew the authorization Mgmt For *
given to the Board to grant options
to employees resident in France of
any Group Company under the Imperial
Tobacco Group International Sharesave
Plan, that are capable of benefiting
from any available perferential tax
and social security treatment for a
period of 38 months from the date of
the AGM
14. Authorize the Directors, for the Mgmt For *
purposes of Section 80 of the
Companies Act 1985, to allot relevant
securities Section 80(2) up to an
aggregate nominal amount of GBP
24,300,000; Authority expires earlier
of, at the conclusion of the next AGM
of the Company, or on 01 AUG 2005 ;
and, authorize the Directors to allot
relevant securities after the expiry
of this authority in pursuance of
such an offer or agreement made prior
to such expiry
2. Receive and approve the Directors Mgmt For *
remuneration report for the FYE 30
SEP 2003
3. Declare a final dividend of 30.0 Mgmt For *
pence per ordinary share payable on
20 FEB 2004 to those shareholders on
the register at the close of business
on 23 JAN 2004
4. Re-appoint Mr. S. Hulsmans as a Mgmt For *
Director of the Company
5. Re-appoint Mr. I.J.G. Napler as a Mgmt For *
Director of the Company
6. Re-appoint Mr. D. Cresswell as a Mgmt For *
Director of the Company
7. Re-appoint Dr. F. A. Rogerson as a Mgmt For *
Director of the Company
8. Re-appoint Mr. B.C. Davidson as a Mgmt For *
Director of the Company
9. Re-appoint Mr. D.W. Thursfield as a Mgmt For *
Director of the Company
S.15 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 14, to
allot equity securities Section 94 of
the Companies Act 1985 for cash
pursuant to the authority conferred
by Resolution 13, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: a) in connection with a
rights issue, open offer and other
pro-rata issue in favor of ordinary
shareholders; and b) up to an
aggregate nominal amount of GBP
3,645,000; Authority expires the
earlier of, at the conclusion of the
next AGM of the Company, or on 01 AUG
2005); and, authorize the Directors
to allot equity securities after the
expiry of this authority in pursuance
of such an offer or agreement made
prior to such expiry
S.16 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
72,900,000 ordinary shares of 10
pence each in the capital of the
Company, at a minimum price of 10
pence and up to 105% of the average
of the middle market quotations or
market values for such shares as
derived from the London Stock
Exchange Daily Official List, for the
5 business days preceding the date of
purchase; Authority expires the
earlier of, at the conclusion of the
next AGM of the Company, or on 01 AUG
2005); the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
- -------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, LONDON Agenda: 700485673
CUSIP: G4803W103 Meeting Type: AGM
Ticker: Meeting Date: 6/1/2004 ISIN: GB0032612805
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Company s financial Mgmt For *
statements for the period ended 31
DEC 2003, together with the reports
of the Directors and the Auditors
2. Approve the Directors remuneration Mgmt For *
report for the period ended 31 DEC
3. Declare a final dividend on the Mgmt For *
ordinary shares
4.a Appoint Mr. Richard Hartman as a Mgmt For *
Director of the Company
4.b Appoint Mr. Ralph Kugler as a Mgmt For *
Director of the Company
4.c Appoint Mr. Robert C. Larson as a Mgmt For *
Director of the Company
4.d Appoint Mr. Richard North as a Mgmt For *
Director of the Company
4.e Appoint Mr. Stevan Porter as a Mgmt For *
Director of the Company
4.f Appoint Mr. David Prosser as a Mgmt For *
Director of the Company
4.g Appoint Mr. Richard Solomons as a Mgmt For *
Director of the Company
4.h Appoint Sir Howard Stringer as a Mgmt For *
Director of the Company
4.i Appoint Mr. David Webster as a Mgmt For *
Director of the Company
5. Re-appoint Ernst & Young LLP as the Mgmt For *
Auditors of the Company until the
conclusion of the next general
meeting at which accounts are laid
6. Authorize the Directors to agree the Mgmt For *
Auditors remuneration
7. Approve that the financial limit on Mgmt For *
annual aggregate Non-Executive
Directors fees imposed by Article 84
of the Company s Articles of
Association be increased, as
envisaged by that Article, to GBP
8. Authorize the Company and any Company Mgmt For *
that is or become a subsidiary of
the Company, for the purposes of Part
XA of the Companies Act 1985, to: i)
make donations to EU Political
Organizations; or ii) incur EU
Political expenditure in an aggregate
amount not exceeding GBP 100,000 ;
Authority expires on the date of the
AGM in 2005
9. Authorize the Directors, pursuant to Mgmt For *
and in accordance with Section 80 of
the Companies Act 1985 and within the
terms of Article 13 of the Articles
of Association of the Company, to
allot relevant securities up to an
aggregate nominal amount of GBP
235,529,677; Authority expires at
S.10 Authorize the Directors, in Mgmt For *
substitution for all previous
disapplications of Section 89 of the
Act, which shall cease to have effect
without prejudice to any allotment of
securities pursuant thereto, to allot
equity securities wholly for cash,
insofar as such authority relates to
the allotment of equity securities
rather than the sale of treasury
shares, pursuant to the authority for
the time being in force under Section
80 of the Companies Act 1985 and
within the terms of Article 13 of the
Articles of Association of the
Company, disapplying the statutory
pre-emption rights Section 89(1) of
the Companies Act 1985: i) in
connection with a rights issue
Article 13.5.1; and ii) up to an
aggregate nominal amount of GBP
35,329,451; Authority expires the
earlier on the date of the AGM in
2005 or 01 SEP 2005; references in
this resolution to an allotment of
equity securities shall
S.11 Authorize the Company, subject to and Mgmt For *
in accordance with Article 10 of the
Company s Articles of Association, to
make market purchases Section 163(3)
of the Companies Act 1985 of up to
105,917,695 ordinary shares of GBP 1
each in the capital of the Company,
at a minimum price of GBP 1 and up to
105% of the average of the middle
market quotations for an ordinary
share as derived from The London
Stock Exchange Daily Official List,
over the previous 5 business days;
Authority expires the earlier of the
conclusion of the AGM of the Company
or 01 SEP 2005; except in relation
to the purchase of ordinary shares
the contract for which was concluded
before such date and which is
executed wholly or partly after
- -------------------------------------------------------------------------------------------------------
INVENSYS PLC Agenda: 700384390
CUSIP: G49133104 Meeting Type: AGM
Ticker: Meeting Date: 7/23/2003 ISIN: GB0008070418
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the audited statement of accounts
for the YE 31 MAR 2003
2. Approve the Board s remuneration Mgmt For *
report contained in the report and
the accounts for the YE 31 MAR 2003
3.a Re-elect Mr. R.L. Borjesson as a Mgmt For *
Director, who retires in accordance
with the Articles of Association
3.b Re-elect Mr. J.C. Guez as a Director, Mgmt For *
who retires in accordance with the
Articles of Association
3.c Re-elect Mr. A.N. Hennah as a Mgmt For *
Director, who retires in accordance
with the Articles of Association
3.d Re-elect Mr. M. Jay as a Director, Mgmt For *
who retires in accordance with the
Articles of Association
3.e Re-elect Mr. A.E. Macfarlance as a Mgmt For *
Director, who retires in accordance
with the Articles of Association
4. Re-appoint Ernst & Young LLP as the Mgmt For *
Auditors
5. Authorize the Directors to determine Mgmt For *
the Auditors remuneration
7. Authorize the Company, for the Mgmt For *
purposes EU political organization
and EU political expenditure ascribed
thereto in Section 347A 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
200,000, during the period from 23
JUL 2003 to 23 JUL 2007
S.6 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
349,000,000 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; and
Authority expires at the conclusion
of the next AGM of the Company; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
- -------------------------------------------------------------------------------------------------------
J D WETHERSPOON PLC Agenda: 700420665
CUSIP: G5085Y147 Meeting Type: AGM
Ticker: Meeting Date: 11/11/2003 ISIN: GB0001638955
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the audited accounts of the
Company for the FYE 27 JUL 2003
2. Receive and approve the Directors Mgmt For *
remuneration report for the YE 27 JUL
2003
3. Declare a final dividend for the YE Mgmt For *
27 JUL 2003 of 2.33 pence per
ordinary shares of 2 pence in the
capital of the Company
4. Re-elect Mr. J. Hutson as a Director Mgmt For *
5. Re-elect Mr. J. Clarke as a Director Mgmt For *
6. Re-elect Mrs. S. Baker as a Director Mgmt For *
7. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company and
authorize the Directors to fix their
remuneration
8. Authorize the Directors, in Mgmt For *
substitution for any existing
authority and pursuant to Section 80
of the Companies Act 1985, to allot
relevant securities Section 80 up
to maximum nominal amount of GBP
1,350,000; Authority expires the
earlier of 15 months and the
conclusion of the AGM of the Company;
and the Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
S.10 Authorize the Company, pursuant to Mgmt For *
Section 166 of the Act, to make
market purchases Section 163(3) of
up to 31,097,740 ordinary shares in
the capital of the Company, at a
minimum price equal to the nominal
value 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 and 30 APR 2003; the
Company, before the expiry, may make
a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such expiry
S.9 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 8 and
pursuant to Section 95 of the Act, to
allot equity securities Section 94(2)
for cash pursuant to the authority
conferred by Resolution 8,
disapplying the statutory pre-emption
rights Section 89(1), provided that
this power is limited to the
allotment of equity securities: i)
for cash in connection with a rights
issue, open offer in favor of
ordinary shareholders; ii) for cash
up to an aggregate nominal amount of
GBP 207,000; Authority expires the
earlier of 15 months and the
conclusion of the 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
- -------------------------------------------------------------------------------------------------------
KERRY PROPERTIES LTD Agenda: 700480205
CUSIP: G52440107 Meeting Type: AGM
Ticker: Meeting Date: 4/20/2004 ISIN: BMG524401079
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt No Action *
accounts and the reports of the
Directors and the Auditors for the YE
31 DEC 2003
2. Declare a final dividend for the YE Mgmt No Action *
31 DEC 2003
3. Re-elect the retiring Directors Mgmt No Action *
4. Approve to fix the Directors fees Mgmt No Action *
5. Re-appoint the retiring Auditors and Mgmt No Action *
authorize the Directors of the
Company to fix their remuneration
6.A Authorize the Directors to allot, Mgmt No Action *
issue and deal with additional shares
in the share capital of the Company
and make or grant offers, agreements
and options during and after the
relevant period, a) not exceeding 20%
of the aggregate nominal amount of
the issued share capital of the
Company at the date of passing of
this resolution; and b) the nominal
amount of any share capital
repurchased by the Company subsequent
to the passing of this resolution up
to a maximum equivalent to 10% of the
aggregate nominal amount of the
issued share capital of the Company ,
otherwise than pursuant to i) a
rights issue; or ii) the exercise of
any option under any share option
scheme or similar arrangement; or
iii) any scrip dividend or similar
arrangement; or iv) any adjustment,
after the date of grant or issue of
any options, rights to subscribe or
other securities referred to the
above, in the price at which shares
in the Company shall be subscribed,
and/or in the number of shares in the
Company which shall be subscribed, on
exercise of relevant rights under
such options, warrants or other
securities, such adjustment being
made in accordance with or as
contemplated by the terms of such
options, rights to subscribe or other
securities; or v) a specified
authority granted by the shareholders
of the Company in general meeting;
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
6.B Authorize the Directors of the Mgmt No Action *
Company to repurchase its own shares
during the relevant period, on The
Stock Exchange of Hong Kong Limited
the Stock Exchange or any other
stock exchange on which the shares of
the Company have been or may be
listed and recognized by the
Securities and Futures Commission of
Hong Kong and the Stock Exchange for
this purposes, not exceeding 10% of
the aggregate nominal amount of the
issued share capital of the Company
as at the date of passing of this
resolution; Authority expires the
earlier of the conclusion of the AGM
of the Company or the expiration of
the period within which the next AGM
of the Company is to be held by law
6.C Approve to extend the general mandate Mgmt No Action *
granted to the Directors of the
Company, coditional upon the passing
of Resolution number 6.B, to allot
shares pursuant to Resolution 6.A, by
the addition to the aggregate nominal
amount of the share capital which may
be allotted or agreed 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
repurchased by the Company pursuant
to Resolution 6.B
- -------------------------------------------------------------------------------------------------------
KERRY PROPERTIES LTD Agenda: 700388831
CUSIP: G52440107 Meeting Type: CRT
Ticker: Meeting Date: 7/22/2003 ISIN: BMG524401079
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Scheme of Arrangement Mgmt Against *
- -------------------------------------------------------------------------------------------------------
KERRY PROPERTIES LTD Agenda: 700388843
CUSIP: G52440107 Meeting Type: SGM
Ticker: Meeting Date: 7/22/2003 ISIN: BMG524401079
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Approve the scheme of arrangement Mgmt Against *
dated 26 JUN 2003 between the Company
and the scheme shareholders, and for
the purpose of the scheme: i) the
issued share capital of the Company
be reduced by canceling and
extinguishing the scheme shares; ii)
subject to the reduction of the share
capital the issued share capital of
the Company be increased to its
former amount by creating such number
of new ordinary shares of HKD 1.00
each in the capital of the Company as
is equal to the number of the shares
of the scheme shares cancelled; and
iii) that the Company shall apply the
credit arising in its books as a
result of such reduction of capital
in paying up in full at par the new
ordinary shares of HKD 1.00 each in
the capital of the Company be
created, which new shares shall be
allotted, and issued, credited fully
paid to Kerry Holdings Limited and/or
its subsidiaries and/or such entities
as it may direct and authorize the
Directors of the
- -------------------------------------------------------------------------------------------------------
KESA ELECTRICALS PLC Agenda: 700507823
CUSIP: G5244H100 Meeting Type: AGM
Ticker: Meeting Date: 5/26/2004 ISIN: GB0033040113
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the financial statements of the
Company for the YE 31 JAN 2004
together with the report of the
Auditors
10. Re-appoint Mr. Andrew Robb as a Mgmt For *
Director who retires under Article
107 of the Company s Articles of
Association
11. Re-appoint Mr. Bernard Defau as a Mgmt For *
Director who retires under Article
107 and 113 of the Company s Articles
of Association
12. Authorize the Directors to exercise Mgmt For *
all the powers of the Company, for
the purpose of Section 80 of the UK
Companies Act 1985 ACT, to allot
relevant securities, up to an
aggregate nominal amount of GBP
44,129,432; Authority expires on 25
MAY 2009; and the Company may make
any offer or agreement before the
expiry of this authority that would
or might require relevant securities
to be allotted after this authority
has expired and the Directors may
allot relevant securities in
pursuance to such offer or agreement
13. Approve the Board of Inland Revenue, Mgmt For *
the Kesa Electricals PLC Share
Incentive Plan SIP and the draft
trust deed and rules constituting the
SIP, copies of which have been
produced to the Meeting and for the
purpose of identification only
initialed by the Chairman and
authorize the Directors to do all
acts and things necessary or
expedient to implement SIP and make
changes to the draft trust deed and
the rules of SIP as they consider
necessary or desirable to obtain any
approvals or to take account of any
statutory fiscal, exchange control or
securities regulations either
generally or in relation to any
potential participants provided that
overall limits contained in the SIP
14. Approve the Kesa Electricals PLC d Mgmt For *
Epargne de Groupe PEG and the draft
rules constituting the PEG, copies of
which have been produced to the
Meeting and for the purpose of
identification only initialed by the
Chairman in respect of all French
subsidiaries of the Group which
adhere to the PEG and authorize the
Directors to do all acts and things
necessary or expedient to implement
PEG and making rule changes to the
terms and conditions of the PEG as
they consider necessary or desirable
to obtain any approvals or to take
account of any statutory fiscal,
exchange control or securities
regulations either generally or in
relation to any potential
participants provided that overall
limits contained in the PEG continue
15. Approve the Kesa Electricals PLC Mgmt For *
Long-Term Incentive Plan LTIP and the
draft rules constituting the PEG,
copies of which have been produced to
the Meeting and for the purpose of
identification only initialed by the
Chairman and authorize the Directors
to do all acts and things necessary
or expedient to implement LTIP and
making such changes to the rules
establishing the LTIP as they
consider necessary or desirable to
obtain any approvals or to take
account of any statutory fiscal,
exchange control or securities
regulations either generally or in
relation to any potential
participants provided that overall
16. Authorize the Directors to establish Mgmt For *
such number of supplement or
appendices to the LTIP, PEG and the
SIP Schemes or such other employees
share schemes based on the Schemes in
relation to the ordinary shares in
the capital of the Company Shares as
they will be necessary or appropriate
to take advantage of, or comply with,
local Laws and regulations, for the
benefit of employees of the Company
or any of its subsidiaries who are
resident or working overseas and for
whom participation in the Schemes is
otherwise undesirable or impractical
and from time to time to make or
permit the making of such alteration
to such supplements, appendices or
other employees share schemes as they
consider necessary or desirable and
the Directors consider practicable,
substantial equally of treatment
between UK employees and the
employees resident overseas and the
overall limits on the number of
shares which will be subscribed under
all the Company s employees share
schemes will be not be increased and
2. Re-appoint PricewaterhouseCoopers, Mgmt For *
the retiring Auditors and authorize
the Directors to determine their
remuneration
3. Approve the Directors remuneration Mgmt For *
report for the YE 31 JAN 2004
4. Declare a final dividend of 7.5 pence Mgmt For *
per ordinary share
5. Re-appoint Mr. David Newlands as a Mgmt For *
Directors who retires under Article
107 of the Company s Articles of
Association
6. Re-appoint Mr. Jean-Neol Labroue as a Mgmt For *
Director who retires under Article
107 of the Company s Articles of
Association
7. Re-appoint Mr. Martin Reavley as a Mgmt For *
Director who retires under Article
107 of the Company s Articles of
Association
8. Re-appoint Mr. Peter Wilson as a Mgmt For *
Director who retires under Article
107 of the Company s Articles of
Association
9. Re-appoint Mr. Micheal Brossard as a Mgmt For *
Director who retires under Article
107 of the Company s Articles of
Association
S.17 Approve to make donation to European Mgmt For *
Union EU political Organizations to
incur EU political expenditure up to
an aggregate not exceeding GBP
250,000 during the period ending on
the date of the AGM in 2005 and the
authority will extend to enable any
such donation to be made or
expenditure to be incurred either by
the Company or by its subsidiaries
S.18 Authorize the Directors, in Mgmt For *
accordance with provisions of Section
95(1) of the Act, to allot equity
securities, for cash pursuant to the
authority conferred by Resolution 12
above and/or where such allotment
constitutes an allotment of equity
securities by virtue of Section
94(3A) of the Act, disapplying the
statutory pre-emption rights Section
89(1), provided with such power: i)
allot equity securities in connection
with a rights issue, open offer or
any other pre-emptive offer in favor
of holders of ordinary shares in the
capital of the Company, where the
equity securities respectively
attributable to the interests of the
holders of ordinary shares are
proportionate to the respective
amounts held by them, as the
Directors may deem necessary or
expedient to deal with fractional
entitlements or legal or practical
problems arising under the Laws of,
or the requirements of, any regulator
or stock exchange authority in
jurisdiction or any other matter
whatsoever b) up to maximum nominal
amount of GBP 6,619,415; Authority
expires on 25 MAY 2009; and the
Company may make any offer or
agreement before such expiry that
would or might require equity
securities to be allotted after this
authority has expired and the
Directors may allot equity securities
S.19 Authorize the Company, in accordance Mgmt For *
with Section 166 of the Companies Act
1985, to make market purchases
Section 163(3) of up to 52,995,321
ordinary shares, at a minimum price
which will be paid for ordinary share
is 025p and not more than 5% above
the average market value for such
shares taken from the London Stock
Exchange Daily Official List, for the
5 business days before the date of
purchase; Authority expires at the
conclusion of the AGM of the Company
in 2005; the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
after such expiry
- -------------------------------------------------------------------------------------------------------
KINGFISHER PLC Agenda: 700384530
CUSIP: G5256E359 Meeting Type: EGM
Ticker: Meeting Date: 7/4/2003 ISIN: GB0030738503
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve that the demerger of the Mgmt For *
electricals business of the Company
Demerger, upon the terms and
conditions in the circular dated 17
JUN 2003 and upon the recommendation
of the Directors of the Company and
immediately upon the ordinary shares
of 5 pence each Kesa shares in Kesa
Electricals PLC Kesa Electricals
issued to holders of ordinary shares
of the Company Kingfisher shares in
connection with the Demerger being
admitted to the Official List of the
UK Listing Authority and to trading
on the London Stock Exchange PlC s
market for listed securities
admission an interim dividend on the
Kingfisher shares, equal to the
aggregate book value of the Company s
interest in its wholly-owned
subsidiary, Kesa Holdings Limited be
declared payable to holders of
Kingfisher shares on the register of
members of the Company on 07 JUL 2003
Demerger record time, such dividend
to be satisfied by the transfer
effective immediately upon the
admission by the Company to Kesa
Electricals of the entire issued
share capital of Kesa Holdings
Limited, in consideration for which
Kesa Electricals has agreed to allot
and issue the Kesa shares, effective
immediately upon admission and
credited as fully paid, to such
shareholders in proportion of one
Kesa share for every one Kingfisher
share held by such shareholders save
that the number of Kesa shares to be
allotted and issued to each of Ms.
Helen Jones and Mr. Francis Mackay as
holders of Kingfisher shares shall be
reduced by the number of Kesa shares
already held by them for the purposes
of the Demerger being 13 and 7 Kesa
shares respectively so that upon the
admission all holders of Kingfisher
shares including Ms. Helen Jones and
Mr. Francis Mackay will hold one Kesa
share for each Kingfisher share held
at the Demerger record time; and
authorize the Directors of the
Company to do all such acts and
things on behalf of the Company and
any of its subsidiaries as they deem
necessary for the
2. Approve conditionally on and Mgmt For *
immediately after the Kesa Share
Issue: (a) every one Kingfisher share
then in issue shall be sub-divided
into seven shares of 127/28 pence
each in the capital of the Company
each a subdivided ordinary share and
forthwith upon such sub-division
every eight subdivided ordinary
shares shall be consolidated into one
new ordinary share of 155/7 pence in
the capital of the Company a
consolidated ordinary share provided
that no shareholder shall be entitled
to a fraction of a consolidated
ordinary share and all fractional
entitlements arising from such
sub-division and consolidation shall
be aggregated into consolidated
ordinary shares and as soon as
practicable following admission of
the consolidated ordinary shares to
the Official List of the UK Listing
Authority and to trading on the
London Stock Exchange PLC s market
for listed securities, sold and the
aggregate proceeds net of costs and
expenses shall be either retained by
the Company or remitted to the
relevant shareholder; (b) all of the
authorized but unissued Kingfisher
shares at that time shall be
consolidated into one undesignated
share of a nominal value equal to the
aggregate nominal amount of the
unissued Kingfisher shares so
consolidated and forthwith on such
consolidation the said undesignated
share shall be sub-divided into such
number of ordinary share of 155/7
each an unissued consolidated share
provided that any fraction of an
unissued consolidated share arising
from such sub-division shall be
cancelled; and (c) every resolution
of the Company in general meeting
currently in force shall be
constructed as if this resolution had
3. Approve conditionally on immediately Mgmt For *
after the Kesa Share Issue: (a) the
rules of the Kesa Group Sharesave
Scheme and the rules of the Kesa
Group International Sharesave Plan
including the schedule relating to
the grant of options to French
employees; (b) the Directors of Kesa
Electricals be authorized to make
such modifications as they may
consider necessary for the purposes
of giving effect to this resolution,
including making such amendments as
may be necessary to obtain the
approval of the United Kingdom Inland
Revenue, or such other approvals as
the Directors may consider necessary
as desirable; and (c) the Directors
of Kesa Electricals be authorized to
establish further schemes or plans
based on the Kesa Group Sharesave
Scheme and the Kesa Group
4. Approve conditionally on and Mgmt For *
immediately after the Kesa Share
Issue has become effective: (a) the
rules of the Kesa Group Demerger
Award Plan; (b) the Directors of Kesa
Electricals be authorized to make
such modifications as they deem
necessary for the purposes of
implementing and giving effect to
this resolution; and (c) the
Directors of Kesa Electricals be
authorize to establish further
schemes or plans based on the Kesa
Group Demerger Award Plan, but
modified to take account of local
tax, exchange control or securities
law in overseas territories, provided
that any Kesa shares made available
under such schemes or plans are
treated as counting against the
limits on individual and overall
participation contained in the rules
5. Approve conditionally on and Mgmt For *
immediately after the Kesa Share
Issue has become effective: (a) the
rules of the Kesa Group Incentive
Compensation Plan; (b) the Director
of Kesa Electricals be authorized to
make such modifications as they
consider necessary for the purposes
of implementing and giving effect to
this resolution; and (c) the
Directors of Kesa Electricals be
authorized to establish further
schemes or plans based on the Kesa
Group Incentive Compensation Plan or
adopt schedules thereto but modified
to take account of local tax,
exchange control or securities law in
overseas territories, provided that
any Kesa shares made available under
such schemes or plans are treated as
counting against the limits on
individual and overall participation
contained in the rules of the Kesa
Group Incentive
6. Approve conditionally on and Mgmt For *
immediately after the Kesa Share
Issue has become effective: (a) the
draft Kesa Group Employee Benefit
Trust; (b) the Directors of Kesa
Electricals be authorized to make
such modifications as they consider
necessary or expedient for the
purposes of implementing and giving
effect to this resolution; and (c)
authorize the Directors of Kesa
Electricals to establish further
trusts based on the Kesa Group
Employee Benefit Trust or adopt
schedules thereto but modified to
take account of local tax, exchange
control securities law in overseas
- -------------------------------------------------------------------------------------------------------
KINGFISHER PLC Agenda: 700515438
CUSIP: G5256E441 Meeting Type: AGM
Ticker: Meeting Date: 6/3/2004 ISIN: GB0033195214
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
including the Corporate Governance
report and the financial statements
for the YE 31 JAN 2004 along with the
report of the Auditors
10. Authorize the Board of Directors to Mgmt For *
offer any holders of any shares in
the capital of the Company the right
to elect to receive shares in the
capital of the Company, instead of
cash, in respect of all or part of
all or any dividends declared or paid
during the period prior to the AGM
of the Company to be held in 2009, on
the terms and conditions in Article
138.1 of the Articles of Association
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 JAN 2004
3. Declare a final dividend of 6.15 Mgmt For *
pence on the ordinary shares for
payment on 11 JUN 2004
4. Elect Mr. Tatton-Brown as a Director Mgmt For *
5. Re-elect Sir Francis Mackay as a Mgmt For *
Director
6. Re-elect Mr. Hepher as a Director Mgmt For *
7. Re-elect Ms. Salmon as a Director Mgmt For *
8. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Company s Auditors and
authorize the Directors to fix their
remuneration
9. Authorize the Directors to allot Mgmt For *
relevant securities Section 80 of
the Companies Act 1985 and to make
an offer or agreement which would or
might require relevant securities to
be allotted up to an aggregate
nominal amount of GBP 108,526,099;
Authority expires earlier of the
conclusion of the next AGM of the
Company or 03 SEP 2005
S.11 Authorize the Directors, pursuant to Mgmt For *
Section 95 of the Companies Act 1985,
to allot equity securities Section
94(2), disapplying the per emption
rights Section 89(1), provided that
this power shall be limited to the
allotment of equity securities: i) in
connection with a rights issue for
cash in favor of ordinary
shareholders; and ii) up to an
aggregate nominal amount not
exceeding 5% of the nominal value of
the issued share capital of the
Company; Authority expires earlier
of, the conclusion of the next AGM of
the Company or on 03 SEP 2005; and
the Directors may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.12 Authorize the Company, pursuant to Mgmt For *
Article 44 of the Company s Articles
of Association and Section 166 of the
Companies Act 1985, to make market
purchases Section 163(3) of up to
233,210,664 of its ordinary shares,
at a maximum price of an amount equal
to 105% of the average of the middle
market quotations of such shares as
derived form the stock exchange daily
official list for the 5 business
after such purchase; Authority shall
expire at the conclusion of the next
AGM of the Company or on 03 DEC 2005;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly after such
- -------------------------------------------------------------------------------------------------------
LI & FUNG LTD Agenda: 700498783
CUSIP: G5485F144 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: BMG5485F1445
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the audited Mgmt For *
consolidated accounts and the reports
of the Directors and the Auditors
for the YE 31 DEC 2003
2. Declare a final dividend for the YE Mgmt For *
31 DEC 2003
3.1 Re-elect Mr. Danny Lau Sai Wing as an Mgmt For *
Executive Director
3.2 Re-elect Mr. Annabella Leung Wai Ping Mgmt For *
as an Executive Director
3.3 Re-elect Mr. Paul Edward Selway-Swift Mgmt For *
as an Independent Non-Executive
Director
4. Approve to fix the Directors fees at Mgmt For *
HKD 80,000 per annum for the YE 31
DEC 2004 and each subsequent FY until
the Company decides otherwise and an
additional amount of HKD 50,000 per
annum for the YE 31 DEC 2004 and each
subsequent FY until the Company
decides otherwise, payable to the
Non-Executive Directors who serve on
the Audit Committee
5. Re-appoint PricewaterhouseCoopers as Mgmt For *
the Auditors and authorize the
Directors to fix their remuneration
6. Authorize the Directors of the Mgmt For *
Company to repurchase shares of the
Company during the relevant period,
on The Stock Exchange of Hong Kong
Limited or any other stock exchange
on which the shares of the Company
have been or may be listed and
recognized by the Securities and
Futures Commission under the Hong
Kong Code on Share Repurchases for
such purposes, not exceeding 10% of
the aggregate nominal amount of the
issued share capital of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM of
the Company is to be held pursuant to
Companies Act 1981 of Bermuda (as
7. Authorize the Directors to allot, Mgmt Against *
issue and deal with additional shares
in the capital of the Company and
make or grant offers, agreements and
options during and after the relevant
period, not exceeding the aggregate
of a) 20% of the aggregate nominal
amount of the issued share capital of
the Company; plus b) the nominal
amount of share capital repurchased
up to 10% of the aggregate nominal
amount of the issued share capital ,
otherwise than pursuant to i) a
rights issue; or ii) any share option
scheme or similar arrangement; or
iii) any scrip dividend or similar
arrangement; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM of the Company is to be held
pursuant to Companies Act 1981 of
Bermuda (as amended)
8. Authorize the Directors of the Mgmt Against *
Company to exercise the powers of the
Company referred to in Resolution 7
in respect of the share capital of
the Company referred to in Resolution
S.9 Amend the Bye-laws of the Company by: Mgmt For *
amending Bye-law 1, 85, 109, 110(A),
115
- -------------------------------------------------------------------------------------------------------
LI & FUNG LTD Agenda: 700409748
CUSIP: G5485F144 Meeting Type: SGM
Ticker: Meeting Date: 9/22/2003 ISIN: BMG5485F1445
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve and ratify the sale and Mgmt For *
purchase and sale agreement dated 18
AUG 2003, the Agreement, entered
into between Colby Group Holdings
Limited, a wholly owned subsidiary of
the Company and Mr. Alan Chartash Mr.
Chartsh and the transactions
contemplated thereunder; authorize
any one of the Directors of the
Company to do all such further acts
and things and execute such further
documents and take all steps which in
his opinion may be necessary,
desirable or expedient to implement
and/or give effect to the Agreement
and the transactions contemplated
thereunder with any changes as such
Director may consider necessary,
desirable or expedient; and authorize
the Directors to allot and issue
3,797,191 new ordinary shares of HKD
0.025 each of the Company, as the
consideration shares to the order to
Mr. Chartash pursuant to the terms of
the Agreement, which consideration
shares shall not deemed to be
allotted and issued pursuant to the
general mandate granted to the
Directors at the AGM of the Company
held on 12 MAY 2003 and shall rank
pari passu in all respects with the
existing shares in the capital of the
- -------------------------------------------------------------------------------------------------------
LLOYDS TSB GROUP PLC Agenda: 700500413
CUSIP: G5542W106 Meeting Type: AGM
Ticker: Meeting Date: 5/21/2004 ISIN: GB0008706128
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the accounts and the reports Mgmt For *
of the Directors and of the Auditors
for the YE 31 DEC 2003
11. Approve the draft rules of the Lloyds Mgmt For *
TSB Performance Share Plan Plan as
specified and authorize the
Directors to cause the rules to be
adopted in, or substantially in, the
form of the draft and to do all acts
and things necessary or expedient to
carry the plan into effect; and
approve the amendment to the Lloyds
TSB Group No. 2 Executive Share
Option Scheme 1997 as specified and
authorize the Directors to adopt the
amendments from 01 JAN 2005
2. Approve the Directors remuneration Mgmt For *
report contained in the report and
accounts
3.a Elect Mr. P.G. Ayliffe as a Director, Mgmt For *
who retires under Article 78 of the
Company s Articles of Association
3.b Elect Dr. W.C.G. Berndt as a Mgmt For *
Director, who retires under Article
78 of the Company s Articles of
3.c Elect Mrs. A.A. Knight as a Director, Mgmt For *
who retires under Article 78 of the
Company s Articles of Association
3.d Elect Mrs. H.A. Weir as a Director, Mgmt For *
who retires under Article 78 of the
Company s Articles of Association
4.a Re-elect Mr. Ewan Brown as a Mgmt For *
Director, who retires by rotation
under Article 81 of the Company s
Article of Association
4.b Re-elect Mr. Mr. J.E. Daniels as a Mgmt For *
Director, who retire by rotation
under Article 81 of the Company s
Article of Association
4.c Re-elect Mr. D.P. Pritchard as a Mgmt For *
Director, who retires by rotation
under Article 81 of the Company s
Article of Association
4.d Re-elect Mr. M.A. Van den Bergh as a Mgmt For *
Director, who retires by rotation
under Article 81 of the Company s
Article of Association
5. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors
6. Authorize the Directors to set the Mgmt For *
remuneration of the Auditors
7. Approve to renew the authority Mgmt For *
conferred on the Directors by
Paragraph 9.2 of the Article 9 of the
Company s Articles of Association,
for the period ending on the day of
the AGM in 2005 or on 20 AUG 2005,
whichever is earlier, and for that
period the Section 80 amount shall be
GBP 334,068,329, USD 40,000,000, EUR
40,000,000 and JPY 250,000,000
S.10 Approve and adopt the new Articles of Mgmt For *
Association of the Company, subject
to the passing of Resolutions 7 and 8
in substitution for the existing
Articles of Association
S.8 Approve to renew the authority Mgmt For *
conferred on the Directors, subject
to the passing of Resolution 7, by
Paragraph 9.3 of the Article 9 of the
Company s Articles of Association and
for that period the Section 89 amount
shall be GBP 70,913,582, and the sale
of treasury shares shall be treated
as an allotment of equity securities
for the purpose of Article
S.9 Approve to renew the authority given Mgmt For *
to the Company, to make market
purchases Section 163 of the
Companies Act 1985 of up to 567
million ordinary shares of 25p each
in the capital of the Company, at a
minimum price of 25p and up to 105%
of the average middle market
quotations for such shares derived
from the stock exchange daily
official list, over the previous 5
business days; Authority expires the
earlier of the conclusion of the next
AGM of the Company in 2005 or 20 NOV
2005; the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
- -------------------------------------------------------------------------------------------------------
NATIONAL GRID TRANSCO PLC Agenda: 700384162
CUSIP: G6375K102 Meeting Type: AGM
Ticker: Meeting Date: 7/21/2003 ISIN: GB0031223877
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report and the accounts Mgmt For *
for the YE 31 MAR 2003 and the
Auditors report on the accounts
10. Re-appoint Mr. Steve Holliday as a Mgmt For *
Director
11. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Company s Auditors until the
next general meeting at which
accounts are laid before the Company
and authorize the Directors to set
the Auditors remuneration
12. Approve the Directors remuneration Mgmt For *
report for the YE 31 MAR 2003
2. Declare a final dividend of 10.34 Mgmt For *
pence per ordinary share USD 0.8396
per American Depositary Share for
the YE 31 MAR 2003
3. Re-appoint Mr. Nick Winser as a Mgmt For *
Director
4. Re-appoint Sir. John Parker as a Mgmt For *
Director
5. Re-appoint Mr. Steve Lucas as a Mgmt For *
Director
6. Re-appoint Mr. John Wybrew as a Mgmt For *
Director
7. Re-appoint Mr. Kenneth Harvey as a Mgmt For *
Director
8. Re-appoint Mr. Stephen Pettit as a Mgmt For *
Director
9. Re-appoint Mr. George Rose as a Mgmt For *
Director
S.13 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
307,722,000 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,
for the 5 business days; Authority
expires the earlier of the conclusion
of the next AGM 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
- -------------------------------------------------------------------------------------------------------
PARTNERRE LTD. Agenda: 932127269
CUSIP: G6852T105 Meeting Type: Annual
Ticker: PRE Meeting Date: 5/13/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 VITO H. BAUMGARTNER Mgmt For For
JEAN-PAUL MONTUPET Mgmt For For
JOHN A. ROLLWAGEN Mgmt For For
LUCIO STANCA Mgmt For For
02 TO APPROVE AN INCREASE IN THE MAXIMUM Mgmt For For
NUMBER OF DIRECTORS FROM TEN TO
ELEVEN, WITH THE MINIMUM NUMBER OF
DIRECTORS SET AT THREE, AND FOR THE
BOARD TO BE AUTHORIZED TO FILL ANY
VACANCIES AS AND WHEN THEY DEEM
EXPEDIENT.
03 TO AMEND THE BYE-LAWS OF THE COMPANY Mgmt For For
TO REMOVE THE EXEMPTION WHICH
EXCLUDES SWISS REINSURANCE COMPANY
AND ITS AFFILIATES FROM THE
PROHIBITION ON OBTAINING OR
EXERCISING MORE THAN 9.9% OF THE
VOTING RIGHTS ATTACHED TO THE COMPANY S
ISSUED AND OUTSTANDING SHARES.
04 TO INCREASE THE NUMBER OF COMMON Mgmt For For
SHARES RESERVED FOR ISSUANCE UNDER
THE PARTNERRE LTD. EMPLOYEE INCENTIVE
PLAN FROM 3,500,000 COMMON SHARES TO
5,000,000 COMMON SHARES.
05 TO REAPPOINT THE FIRM OF DELOITTE & Mgmt For For
TOUCHE TO SERVE AS INDEPENDENT
AUDITORS OF THE COMPANY UNTIL THE
COMPANY S 2005 ANNUAL GENERAL MEETING
AND TO REFER TO THE BOARD OF
DIRECTORS THE AUTHORITY TO DETERMINE
THE REMUNERATION OF DELOITTE &
06 OTHER - IN THEIR DISCRETION UPON SUCH Mgmt For For
OTHER MATTERS, INCLUDING WITHHOLDING
A QUORUM, IF NECESSARY, AS MAY
PROPERLY COME BEFORE THE ANNUAL
- -------------------------------------------------------------------------------------------------------
PEARSON PLC Agenda: 700483770
CUSIP: G69651100 Meeting Type: AGM
Ticker: Meeting Date: 4/30/2004 ISIN: GB0006776081
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the accounts of Mgmt For *
the Company and the reports of the
Directors of the Company and the
Auditors for the YE 31 DEC 2003
10. Authorize the Directors, in Mgmt For *
substitution of the authority of the
AGM of 25 APR 2003, subject to the
passing of Resolution 11 of the AGM
of 25 MAR 2004, to allot relevant
securities Section 80 of the
Companies Act 1985 up to an
aggregate nominal amount of GBP 66,
871,000; Authority expires on 29 APR
2009; and the Directors may make
allotments during the relevant period
which may be exercised after the
11. Approve to increase the authorized Mgmt For *
share capital of the Company from GBP
294,500,000 by GBP 1,000,000 to GBP
295,500,000 by the creation of
4,000,000 ordinary shares of 25p each
15. Approve to extend the Pearson PLC UK Mgmt For *
Worldwide Save for Share Plan until
30 APR 2014 and authorize the
Directors to operate savings-related
shares option plans in countries
other than the UK on terms similar to
and subject to the overall limits
contained in the Pearson PLC UK
Worldwide Save for Share Plan and
Authorize the Directors to be counted
in the quorum at a meeting of the
Directors and vote as Directors on
any other matter connected with the
Pearson PLC UK Worldwide Save for
Shares Plan or any plan established
above, notwithstanding that they may
be interested in the same
2. Declare a final dividend on the Mgmt For *
ordinary shares
3. Re-elect Mr. Dennis Stevenson as a Mgmt For *
Director
4. Re-elect Mr. John Makinson as a Mgmt For *
Director
5. Re-elect Mr. Reuben Mark as a Mgmt For *
6. Re-elect Mr. Vernon Sankey as a Mgmt For *
Director
7. Receive and approve the report of the Mgmt For *
Directors remuneration
8. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors for the ensuing year
9. Authorize the Directors to determine Mgmt For *
the remuneration of the Auditors
S.12 Authorize the Board of Directors of Mgmt For *
the Company, pursuant to Section 95,
to allot equity securities Section
94 for cash pursuant to the
authority conferred by Resolution 10,
disapplying the statutory pre-
emption rights Section 89(1) ,
provided that this power is limited
to the allotment of equity
securities: i) in connection with a
rights issue in favor of ordinary
shareholders; ii) up to an aggregate
nominal value of GBP 10,030,000;
Authority expires on 29 APR 2009 ;
and the Board may allot equity
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
S.13 Authorize the Company, pursuant to Mgmt For *
Article 9 of the Company s Articles
of Association, to make market
purchases Section 163(3) of the
Companies Act 1985 of up to
80,000,000 ordinary shares of 25p
each in the capital of the Company,
at a minimum price of 25p and equal
to 105% of the average market value
for such shares derived from the
London Stock Exchange Daily Official
List, over the previous 5 business
days; Authority expires on 29 JUL
2005; the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
S.14 Approve to adopt the document Mgmt For *
produced to the meeting as the
Articles of Association of the
Company in substitution for and to
the exclusion of the present Articles
of Association of the Company
- -------------------------------------------------------------------------------------------------------
RANK GROUP PLC Agenda: 700481473
CUSIP: G7377H105 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: GB0007240764
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors Mgmt For *
and the audited accounts for the YE
31 DEC 2003
11. Authorize the Directors: (a) to Mgmt For *
exercise the power contained in
Article 134(C) of the Articles of
Association of the Company to offer
holders or ordinary shares the right
to elect to receive new ordinary
shares, credited as fully paid, in
whole or in part, instead of cash in
respect of any dividend paid or
declares during the period; Authority
expires on the date of the next AGM
of the Company; (b) to determine
the basis of allotment of new
ordinary shares in respect of any
such dividend so that the values of
such new ordinary shares may exceed
the amount of such dividend, but not
by more than 20% of such amount, and
for these purposes the values of such
new ordinary shares shall be
calculated by reference to the
average quotation of ordinary share,
which shall be the average of the
best bid prices for an ordinary share
as derived from the Stock Exchange
Electronic Trading Service at 10am,
12 noon and 3.00pm for such five
consecutive dealings days as the
Directors determine, save that if a
best bid price for an ordinary share
is not so available or is zero in
respect of any such time, the
Directors be to determine the value
of such new ordinary shares on such
basis as they may deem appropriate in
consultation with the London Stock
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
3. Declare a final dividend of 9.3p per Mgmt For *
ordinary share
4. Re-appoint Mr. Peter Jarvis as a Mgmt For *
Director
5. Re-appoint Mr. Alun Cathcart as a Mgmt For *
Director
6. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors
7. Authorize the Directors to agree the Mgmt For *
remuneration of the Auditors
8. Authorize the Directors, in Mgmt For *
accordance with the terms of the
paragraph (A) of the Article 6 of the
Articles of Association, with the
Section 80 of amount GBP 21,960,000;
Authority expires on the date of the
next AGM of the Company
S.10 Authorize the Company, pursuant to Mgmt For *
Article 4(B) of the Articles of
Association of the Company for the
purpose of Section 166 of the
Companies Act 1985, to make one or
more market purchases Section 163(3)
of the Companies Act 1985 on the
London Stock Exchange of up to
89,442,0000 ordinary shares of 10p
each in the capital of the Company,
at a minimum price of 10p per
ordinary share and not more than 5%
above the average market values for
an ordinary share over the previous 5
business days; Authority expires the
earlier of the conclusion of the next
AGM of the Company to be held in 2005
or 18 months; the Company, before
the expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
after such expiry
S.9 Authorize the Directors, subject to Mgmt For *
passing the Resolution 8 in
accordance with the terms of the
paragraph (C) of the Article 6 of the
Articles of Association, with the
Section 89 of amount GBP 2,980,850;
Authority expires on the date of the
next AGM of the Company
- -------------------------------------------------------------------------------------------------------
RIO TINTO PLC Agenda: 700469681
CUSIP: G75754104 Meeting Type: AGM
Ticker: Meeting Date: 4/7/2004 ISIN: GB0007188757
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to renew the authority and Mgmt For *
power conferred on the Directors to
allot shares by paragraph (B) of
Article 9 of the Company s Articles
of Association for the period, later
of ending on the date of AGM in 2005
or on 6 APR 2005 and for such period
the Section 80 amount be GBP 34,47
10. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company to
hold office until the conclusion of
the next AGM at which accounts are
laid before the Company and authorize
the Audit Committee to determine the
Auditors remuneration
11. Approve the remuneration report as Mgmt For *
set out in the 2003 annual review and
the 2003 annual report and financial
statements
12. Receive the Company s financial Mgmt For *
statements and the report of the
Directors and the Auditors for the YE
31 DEC 2003
4. Approve the Mining Companies Mgmt For *
Comparative Plan 2004 and the Rio
Tinto Share Option Plan 2004 subject
to such modification as the Directors
may consider necessary or desirable
to take account of the requirements
of London Stock Exchange Limited,
Australian Stock Exchange Limited or
prevailing practice and authorize the
Directors to adopt and carry the same
into effect
5. Elect Sir. John Kerr as a Director Mgmt For *
6. Elect Mr. Leigh Cllfford as a Mgmt For *
7. Elect Mr. Guy Elliott as a Director Mgmt For *
8. Re-elect Sir. Richard Sykes as a Mgmt For *
Director
9. Re-elect Sir. Richard Giordano as a Mgmt For *
Director
S.2 Approve to renew the authority and Mgmt For *
power conferred on the Directors in
relation to rights issues and in
relation to the section 89 amount by
paragraph (B) of Article 9 of the
Company s Articles of Association for
the period, later of ending on the
date of AGM in 2005 or on 6 APR 2005
and for such period the Section 89
amount be GBP 6,89 million
S.3 Authorize the Rio Tinto Plc, Rio Mgmt For *
Tinto Limited and any subsidiaries of
Rio Tinto Limited pursuant to
agreement between Rio Tinto Plc and
Rio Tinto Limited, for the purpose of
Section 165 of the Companies Act
1985, to make market purchase Section
163 not exceed 106.7 million Rio
Tinto Plc shares 10% of the issued
ordinary share capital of the Company
as at 6 FEB 2004 of 10p each issued
by Rio Tinto Plc, at a minimum price
of 10p and not more than 5% above the
average middle market quotations for
Rio Tinto Plc shares as derived from
the London Stock Exchange Daily
Official List, over the previous 5
business days;
- -------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC Agenda: 700477690
CUSIP: G76891111 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: GB0007547838
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report and the accounts Mgmt For *
10. Re-elect Sir Iain Vallance as a Mgmt For *
Director
11. Re-appoint Deloitte & Touche LLP as Mgmt For *
the Auditors
12. Authorize the Directors to fix the Mgmt For *
remuneration of the Auditors
13. Approve to renew the authority to Mgmt For *
allot the shares
14. Approve to renew and amend the pre- Mgmt For *
emption authority
15. Approve the purchase of own shares Mgmt For *
16. Approve to create the additional Mgmt For *
dollar preference shares and renew
the authority to allot the preference
shares
17. Approve the amendments to the terms Mgmt For *
of the preference shares
2. Approve the remuneration report Mgmt For *
3. Declare a final dividend on the Mgmt For *
ordinary shares
4. Re-elect Mr. E. Botin as a Director Mgmt For *
5. Re-elect Mr. L.K. Fish as a Director Mgmt For *
6. Re-elect Sir Angus Grossart as a Mgmt For *
Director
7. Re-elect Sir George Mathewson as a Mgmt For *
Director
8. Re-elect Mr. G.F. Pell as a Director Mgmt For *
9. Re-elect Mr. I.S. Robertson as a Mgmt For *
Director
- -------------------------------------------------------------------------------------------------------
SABMILLER PLC, WOKING Agenda: 700388590
CUSIP: G77395104 Meeting Type: AGM
Ticker: Meeting Date: 7/30/2003 ISIN: GB0004835483
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the financial Mgmt For *
statements for the YE 31 MAR 2003,
together with the reports of the
Directors and the Auditors thereon
10. Grant authority, subject to and in Mgmt For *
accordance with Article 12(b) of the
Company s Articles of Association and
Section 80 of the Companies Act 1985,
in respect of relevant securities of
up to a nominal amount USD 33,293,420
which shall be the Section 80 amount
for the purposes of Article 12(a)(ii)
for that Section 80 period ;
Authority expires on 30 JUL 2008
which shall be the Section 80 period
for the purpose of Article
2. Receive and approve the Directors Mgmt For *
remuneration report 2003 contained in
the report and the accounts for the
YE 31 MAR 2003
3. Elect Mr. G. C. Bible as a Director Mgmt For *
of the Company
4. Elect Mr. L. C. Camilleri as a Mgmt For *
Director of the Company
5. Elect Ms. N. J. De Lisi as a Director Mgmt For *
of the Company
6. Re-elect Mr. Lord Fellowes as a Mgmt For *
Director of the Company
7. Re-elect Mr. Lord Renwick as a Mgmt For *
Director of the Company
8. Declare a final dividend of 18.5 US Mgmt For *
cents per ordinary shares in respect
of the YE 31 MAR 2003 payable on 08
AUG 2003 to shareholders in the
register of Members at the close of
business on 11 JUL 2003 in South
Africa and the United Kingdom
9. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company until
the conclusion of the next general
meeting at which the accounts are
laid before the Company and authorize
the Directors to determine the
remuneration of the Auditors
S.11 Grant authority, subject to and in Mgmt For *
accordance with Article 12(c) of the
Company s Articles of Association and
Section 89 of the Companies Act
1985, in respect of equity securities
of up to a nominal amount of USD
4,994,013 which shall be the Section
89 amount for the purposes of
Article 12(a)(iv) for that Section 89
period; Authority expires on 30
JUL 2008 which shall be the Section
89 period for the purposes of Article
S.12 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of the
Companies Act 1985 of up to
99,880,261 10% of the issued ordinary
share capital of the Company ordinary
shares of USD 0.10 each in the
capital of the Company, at a minimum
price of USD 0.10 each and up to 105%
of the average middle market value
for such shares derived from the
Daily Official List of the London
Stock Exchange PLC, for the 5
business days; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 30 OCT 2004 ;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly
S.13 Approve the contingent purchase Mgmt For *
contract between the Company and
SABMiller Finance B. V., providing
the Company the right to purchase up
to 116,000,000 of its own ordinary
shares and authorize the Company, for
the purposes of Section 165 of the
Companies Act 1985, to enter into
such contract; Authority expires on
30 JAN 2005
S.14 Approve to adopt the Articles of Mgmt For *
Association for the purposes of
identification as the new Articles of
Association of the Company in
substitution for and to the exclusion
of all existing Articles of
- -------------------------------------------------------------------------------------------------------
SCMP GROUP LTD Agenda: 700496044
CUSIP: G7867B105 Meeting Type: AGM
Ticker: Meeting Date: 5/24/2004 ISIN: BMG7867B1054
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the audited Mgmt For *
financial statements and the
Directors report and the Auditors
report for the YE 31 DEC 2003
2. Declare a final dividend form the Mgmt For *
contributed surplus account
3. Re-elect the retiring Directors and Mgmt For *
authorize the Board to fix their
remuneration
4. Re-appoint the Auditors and authorize Mgmt For *
the Directors to fix their
6. Authorize the Directors to issue and Mgmt Abstain *
allot shares
7. Authorize the Directors to repurchase Mgmt Abstain *
shares
8. Grant a general mandate to the Mgmt Abstain *
Directors to add the repurchased
shares to the share issue general
mandate
S.5 Amend the Bye-Laws of the Company Mgmt For *
- -------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC Agenda: 700384326
CUSIP: G79314129 Meeting Type: AGM
Ticker: Meeting Date: 7/25/2003 ISIN: GB0006900707
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the annual report and the Mgmt For *
accounts for the YE 31 MAR 2003
2. Approve the remuneration report which Mgmt For *
is included in the annual report and
the accounts for the YE 31 MAR 2003
3. Elect Mr. Nick Rose as a Director Mgmt For *
4. Elect Mr. Donald Brydon as a Director Mgmt For *
5. Re-elect Mr. Charles Miller Smith as Mgmt For *
a Director
6. Re-elect Mr. David Nish as a Director Mgmt For *
7. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Company s Auditors until the
next year s AGM and authorize the
Directors to set their remuneration
8. Authorize the Company, for the Mgmt For *
purposes of Part XA of the Companies
Act 1985, to make donations to EU
political organizations and to incur
EU political expenditure up to a
maximum aggregate amount of GBP
100,000; Authority expires at the
conclusion of the AGM in 2004
S.10 Authorize the Company to make market Mgmt For *
purchases Section 163(3) of up to
185,615,798 ordinary shares of 50p
each, at a minimum price of 50p and
up to 5% over the average middle
market price of such shares, based on
the London Stock Exchange Daily
Official List, over the previous 5
business days; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 25 JUL 2004 ;
the Company, before the expiry, may
make a contract to purchase ordinary
shares which will or may be executed
wholly or partly
S.9 Authorize the Directors, pursuant to Mgmt For *
Section 95 of the Companies Act 1985,
to allot equity securities Section
94(2) for cash, relying on the
authority given by the shareholders
on 28 JUL 2002, disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities: a) in connection with a
rights issue in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 46,403,949;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 25 JUL 2004; and the
Directors may allot equity securities
after the expiry of this authority in
pursuance of such an offer or
agreement made prior to such expiry
- -------------------------------------------------------------------------------------------------------
TI AUTOMOTIVE LTD Agenda: 700497654
CUSIP: G8859L101 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: GB0030675291
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the accounts for Mgmt For *
the YE 31 DEC 2003
2. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company
3. Authorize the Directors to fix the Mgmt For *
remuneration of the Auditors
- -------------------------------------------------------------------------------------------------------
UNILEVER PLC Agenda: 700481411
CUSIP: G92087124 Meeting Type: AGM
Ticker: Meeting Date: 5/12/2004 ISIN: GB0005748735
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the accounts and Mgmt For *
the balance sheet for the YE 31 DEC
2003, together with the Directors
report and the Auditors report
10. Re-elect Mr. R. H. P. Markham as a Mgmt For *
Executive Director
11. Elect Mr. C. J. van der Graaf as a Mgmt For *
Executive Director
12. Elect The Rt. Honerable The Lord Mgmt For *
Brittan of Spennithorne QC DL,
subject to the passing of Resolution
26, as a Non-Executive Director
13. Elect Mr. Baroness Chalker of Mgmt For *
Wallasey, subject to the passing of
Resolution 26, as a Non-Executive
Director
14. Elect Mr. B. Collomb, subject to the Mgmt For *
passing of Resolution 26, as a Non-
Executive Director
15. Elect Professor W. Dik, subject to Mgmt For *
the passing of Resolution 26, as a
Non-Executive Director
16. Elect Mr. O. Fanjul, subject to the Mgmt For *
passing of Resolution 26, as a Non-
Executive Director
17. Elect Mr. C. X. Gonzalez, subject to Mgmt For *
the passing of Resolution 26, as a
Non-Executive Director
18. Elect Mr. H. Kopper, subject to the Mgmt For *
passing of Resolution 26, as a Non-
Executive Director
19. Elect The Lord Simon of Highbury CBE, Mgmt For *
subject to the passing of Resolution
26, as a Non-Executive Director
2. Approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2003
included within the annual report &
accounts 2003
20. Elect Mr. J. van der Veer, subject to Mgmt For *
the passing of Resolution 26, as a
Non-Executive Director
21. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of the Company until
the conclusion of the next general
meeting at which accounts are laid
before the members
22. Authorize the Directors to fix the Mgmt For *
remuneration of the Auditors
23. Authorize the Directors, in Mgmt For *
substitution for any existing
authority, to allot relevant
securities Section 80 up to an
aggregate nominal amount of GBP
13,450,000; Authority expire on the
day preceding the 5th anniversary 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
3. Declare a dividend on the ordinary Mgmt For *
shares
4. Re-elect Mr. N. W. A. FitzgGerald, Mgmt For *
KBE as a Executive Director
5. Re-elect Mr. A. Burgmans as a Mgmt For *
Executive Director
6. Re-elect Mr. A. C. Butler as a Mgmt For *
Executive Director
7. Re-elect Mr. P. J. Cescau as a Mgmt For *
Executive Director
8. Re-elect Mr. K. B. Dadiseth as a Mgmt For *
Executive Director
9. Re-elect Mr. A. R. baron van Heemstra Mgmt For *
as a Executive Director
S.24 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 23 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94 for cash
pursuant to the authority conferred
by Resolution 23 or by virtue of
Section 94(3A), disapplying the
statutory pre-emption rights Section
89(1), provided that this power is
limited to the allotment of equity
securities a) in connection with a
rights issue in favor of ordinary
shareholders; and b) up to an
aggregate nominal amount of GBP
2,000,000 5% of the issued share
capital; Authority expire on the day
preceding the 5th anniversary of the
passing of this resolution; 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
S.25 Authorize the Company, pursuant to Mgmt For *
Article 64 of the Articles of
Association, to make market purchases
Section 163(3) of up to 290 million
ordinary shares of 1.4p each in the
capital of the Company, at a minimum
price of 1.4p and not more than 5%
above the average market value for
such shares derived from the London
Stock Exchange Daily Official List,
for the 5 business days preceding the
date of purchase; Authority expires
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
S.26 Amend the Articles of Association to Mgmt For *
reflect Corporate Governance changes
S.27 Amend the Articles of Association for Mgmt For *
treasury shares and other minor
- -------------------------------------------------------------------------------------------------------
UNITED UTILITIES PLC Agenda: 700388324
CUSIP: G92806101 Meeting Type: AGM
Ticker: Meeting Date: 7/30/2003 ISIN: GB0006462336
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the accounts and the Mgmt For *
Directors and the Auditors reports
for the YE 31 MAR 2003
2. Declare a final dividend Mgmt For *
3. Re-elect Mr. John Roberts as a Mgmt For *
4. Re-elect Mr. Gordon Waters as a Mgmt For *
Director
5. Re-elect Mr. Jane Newell as a Mgmt For *
6. Approve the Directors remuneration Mgmt For *
report for the YE 31 MAR 2003
7. Re-appoint Deloitte & Touche as the Mgmt For *
Company s Auditor and authorize the
Directors to fix the Auditor s
remuneration
8. Authorize the Directors to allot the Mgmt For *
Company s relevant securities Section
80(2) of the Companies Act 1985 up to
an aggregate nominal amount of GBP
185,565,137; Authority expires the
earlier of the conclusion of the AGM
of the Company or 30 OCT 2004; and
the Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
S.10 Authorize the Company, in accordance Mgmt For *
with Chapter VII of part V of the
Companies Act 1985, or otherwise as
permitted by law and by the Company s
Articles of Association, to make
market purchases Section 163(3) of up
to 55,669,541 of its own ordinary
shares, at a lowest price of ordinary
shares is GBP 1 and not more than 5%
of the average middle market
quotations for such shares derived
from the Daily Official List of the
London Stock Exchange, over the
previous 5 business days; and
Authority expires the earlier of the
conclusion of the AGM of the Company
in 2004 or 30 OCT 2004; the Company,
before the expiry, may make a
contract to purchase ordinary shares
which will or may be executed wholly
or partly after such expiry
S.9 Authorize the Directors, for the Mgmt For *
purpose of Section 95(1) of the
Companies Act 1985, to allot equity
securities Section 94(2) acting
under the general the authority
conferred by Resolution 8,
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 or
other issue in favor of ordinary
shareholders; ii) up to an aggregate
nominal amount of GBP 27,834,770;
Authority expires the earlier of the
conclusion of the AGM of the Company
in 2004 or 30 OCT 2004; and the
Directors may allot equity securities
after the expiry of this authority in
pursuance of such an offer or
agreement made prior to such expiry
- -------------------------------------------------------------------------------------------------------
UNITED UTILITIES PLC Agenda: 700399543
CUSIP: G92806101 Meeting Type: EGM
Ticker: Meeting Date: 8/26/2003 ISIN: GB0006462336
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
S.1 Approve, subject to and conditional Mgmt For *
upon admission, nil paid, to the
Official List of the United Kingdom
Listing Authority and admission to
trading on the London Stock Exchange
market for listed securities of new A
shares of 50 pence each in the
capital of the Company to be issued
by the Company in connection with the
rights issue, and to such admission
becoming effective: (A) that the
authorized share capital of the
Company be and is hereby increased
from GBP 800,000,000 to GBP
1,119,000,000 by the creation of
638,000,000 A shares of 50 pence each
having the rights and being subject
to the restrictions set out in the
Articles of Association of the
Company as to be amended pursuant to
part (E) of this resolution; (B) that
the Directors of the Company be and
are hereby generally and
unconditionally authorized in
accordance with the section 80 and
the Companies Act 1985: to exercise
all the powers of the Company to
allot relevant securities (as defined
in section 80(2) of the Act) up to an
aggregate nominal amount of GBP
319,000,000 in connection with the
Rights Issue and the issue of further
A Shares in 2005 being those A Shares
to be issued upon exercise of the
subscription rights pursuant to the
terms of the A Shares and otherwise
to be issued as described in the
Prospectus provided that this
authority shall expire on 31 JUL
2005; to exercise all the powers of
the Company to allot relevant
securities (as defined in section
80(2) of the Act) up to an aggregate
nominal amount of GBP 237,000,000
provided that this authority shall
expire at the end of the Companys AGM
to be held in 2004 or, if earlier, on
30 OCT 2004, unless it has been
renewed, changed or cancelled by the
Company in general meeting before
then but so that the Directors may at
any time before such expiry make
offers or enter into arrangements
which would or might require relevant
securities to be allotted after such
expiry and the Directors may allot
relevant securities in pursuance of
any such offer or agreement as if the
authority conferred hereby had not
expired; (C) that the Directors of
the Company be and are hereby
empowered pursuant to section 95(1)
of the Act to allot equity securities
(within the meaning of section 94 of
the Act) for cash as if section
89(1)of the Act did not apply to any
such allotment provided that this
power shall be limited to: the
allotment of A Shares up to an
aggregate nominal value of GBP
319,000,000 in connection with the
Rights Issue and the issue of further
A Shares in 2005 being those A Shares
to be issued upon the exercise of the
subscription rights pursuant to the
terms of the A Shares and otherwise
to be issued Authority shall expire
on 31 JUL 2005; In addition, the
allotment of equity securities in
connection with a rights issue or
other issue in favor of the holders
of ordinary shares and the allotment
(otherwise than pursuant to
sub-paragraph (1) or (2) above) of
equity securities for cash up to an
aggregate nominal value of GBP
35,500,000, provided that the
authority referred to in (C)(2) and
(3) above will expire at the end of
the Companys AGM to be held in 2004
or, if earlier, on 30 OCT 2004; (D)
approve in accordance with Chapter
VII of Part V of the Act, or
otherwise as permitted by law and by
the Companys Articles of Association,
the Company is authorized,
unconditionally, to make market
purchases (as defined in section
163(3) of that Act) of its ordinary
shares or A Shares subject to the
terms set out below but otherwise on
the terms and in the manner the
Directors may, from time to time,
decide provided that no more that
55,680,000 ordinary shares or
30,933,000 A Shares can be purchased;
the lowest price which can be paid
for an ordinary share is GBP 1 and an
A Share is 50 pence (excluding
expenses); the highest price which
can be paid for an ordinary share or
an A Share is (as the case may be) is
5 per cents; Authority shall expire
at the end of the Companys AGM to be
held in 2004 or, if earlier, 30 OCT
2004; (E) Amend the Articles of
Association of the Company by the
deletion of Article 5 in its entirety
and its replacement of a new Article
5; (F) Approve, with effect from the
end of the fifth business day
following the Subscription date, the
following consolidation and
reclassification of all A shares then
in issue shall take place in
accordance with Article 5.2 of the
Articles of Association; and (G)
- -------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC Agenda: 700381990
CUSIP: G93882101 Meeting Type: AGM
Ticker: Meeting Date: 7/30/2003 ISIN: GB0007192106
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please click on the above link to Non-
access Vodafone Group s 2003 Notice Voting
of Annual General Meeting and Annual
Review & Summary Financial Statement
1. Receive the report of the Directors Mgmt For *
and financial statements for the YE
31 MAR 2003
10. Re-appoint Deloitte & Touche as Mgmt For *
Auditors to the Company until the
next AGM
11. Authorize the Audit Committee to Mgmt For *
determine the remuneration of the
Auditors
12. Authorize the Company and any company Mgmt For *
which is or becomes a subsidiary of
the Company during the period to
which this resolution relates and for
the purposes of Part XA of the
Companies Act 1985, to make Donations
to EU Political Organizations or
incur EU Political Expenditure during
the period ending on the date of the
Company s AGM in 2004 provided that
any such Donations and expenditure
made by the Company together with
those made by any subsidiary company
while it is a subsidiary of the
Company shall not exceed in aggregate
GBP 100,000 during that period
13. Renew the authority conferred on the Mgmt Against *
Directors by Article 16.2 of the
Company s Articles of Association and
for this purpose: 13.1) the Section
80 amount be USD 900,000,000; and
13.2) the prescribed period be the
period ending on the date of the AGM
in 2004 or on 30 OCT 2004, whichever
is the earlier
2. Approve the remuneration report of Mgmt For *
the Board for the YE 31 MAR 2003
3. Re-appoint Lord MacLaurin of Mgmt For *
Knebworth DL, a Director retiring in
accordance with the Company s
Articles of Association, as a
Director of the Company
4. Re-appoint Mr. Kenneth Hydon, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
5. Re-appoint Mr. Thomas Geitner, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
6. Re-appoint Professor Sir Alec Broers, Mgmt For *
a Director retiring in accordance
with the Company s Articles of
Association, as a Director of the
7. Re-appoint Mr. Jurgen Schrempp, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
8. Re-appoint Dr. John Buchanan, a Mgmt For *
Director retiring in accordance with
the Company s Articles of
Association, as a Director of the
9. Approve that the final dividend Mgmt For *
recommended by the Directors of
0.8983p per ordinary share for the YE
31 MAR 2003 be declared payable on
the ordinary shares of the Company to
all members whose names appear on
the Register of Members on 6 JUN 2003
and that such dividend be paid on 8
AUG 2003
S.14 Approve that, subject to the passing Mgmt Against *
of Resolution 13, the power conferred
on the Directors by Article 16.3 of
the Company s Articles of Association
be renewed for the prescribed period
specified in Resolution 13.2 and for
such period the Section 89 amount be
USD 340,000,000
S.15 Authorize the Company, generally and Mgmt For *
unconditionally, for the purposes of
Section 166 of the Companies Act
1985, to make market purchases (as
defined in Section 163 of that Act)
of ordinary shares of USD 0.10 each
in the capital of the Company
provided that: 15.1) the maximum
aggregate number of ordinary shares
which may be purchased is
6,800,000,000; 15.2) the minimum
price which may be paid for each
ordinary share is USD 0.10; 15.3) the
maximum price (excluding expenses)
which may be paid for any ordinary
share is an amount equal to 105% of
the average of the middle market
closing price of the Company s
ordinary shares as derived from the
Official List of the London Stock
Exchange for the 5 business days
immediately preceding the day on
which such share is contracted to be
purchased; and 15.4) this authority
shall expire at the conclusion of the
AGM of the Company held in 2004 or on
30 OCT 2004, whichever is the
earlier, unless such authority is
renewed prior to that time (except in
relation to the purchase of ordinary
shares the contract for which was
concluded before the expiry of such
authority and which might be executed
- -------------------------------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS LIMITED Agenda: 932116925
CUSIP: G96655108 Meeting Type: Annual
Ticker: WSH Meeting Date: 5/7/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 WILLIAM W. BRADLEY Mgmt For For
JOSEPH A. CALIFANO, JR. Mgmt For For
JAMES R. FISHER Mgmt For For
PERRY GOLKIN Mgmt For For
PAUL M. HAZEN Mgmt For For
WENDY E. LANE Mgmt For For
JAMES F. MCCANN Mgmt For For
SCOTT C. NUTTALL Mgmt For For
JOSEPH J. PLUMERI Mgmt For For
DOUGLAS B. ROBERTS Mgmt For For
02 REAPPOINTMENT AND REMUNERATION OF Mgmt For For
DELOITTE & TOUCHE AS INDEPENDENT
AUDITORS.
- -------------------------------------------------------------------------------------------------------
WOLVERHAMPTON & DUDLEY BREWERIES PLC Agenda: 700444463
CUSIP: G97336120 Meeting Type: AGM
Ticker: Meeting Date: 1/23/2004 ISIN: GB0031229452
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the Company s Mgmt For *
accounts and the reports of the
Directors and the Independent
Auditors for the 52 weeks ended 27
10. Authorize the Directors, pursuant to Mgmt For *
Section 80 of the Companies Act 1985,
to allot relevant securities Section
80 of the Companies Act up to an
aggregate nominal amount of GBP
7,187,162; Authority expires the
earlier of the conclusion of the next
AGM of the Company or 22 APR 2005 ;
and the Directors may allot relevant
securities after the expiry of this
authority in pursuance of such an
offer or agreement made prior to such
expiry
2. Declare and approve to confirm Mgmt For *
dividends
3. Elect Mr. Alistair Darby as a Mgmt For *
4. Re-elect Mr. David Thompson as a Mgmt For *
Director
5. Re-elect Mr. Ralph Findlay as a Mgmt For *
Director
6. Appoint PricewaterhouseCoopers LLP as Mgmt For *
the Independent Auditors of the
Company and authorize the Directors
to fix their remuneration
7. Approve the Directors remuneration Mgmt For *
report for the YE 27 SEP 2003
8. Approve the Wolverhampton & Dudley Mgmt For *
Breweries PLC 2004 Executive Share
Option Scheme 2004 Scheme and
authorize the Directors to do all
acts things necessary to operate the
Scheme and to vote and be counted in
quorum on nay matter connected with
the Scheme notwithstanding that they
may be interested in the share,
except that no Director may vote or
be counted in a quorum in respect of
his own participation in the Scheme
and any provisions of the Articles of
Association of the Company be and
hereby relaxed to that extent
accordingly
9. Approve that the rules of the Mgmt For *
Wolverhampton & Dudley Breweries PLC
Long Term Incentive Plan 2004 LTIP
and authorize the Directors to make
such maodifications to the LTIP as
they may deem necessary to take
account of the requirements of the UK
Listing Authority and best practice,
to adopt the LTIP as so modified and
do all acts and things necessary to
operate the LTIP and to vote and be
counted in a quorum on any matter
connected with the LTIP
notwithstanding that they may be
interested in the same, except that
no Director may be counted in a
quorum or vote in respect of his own
participation and any provisions of
the Articles of Association of the
Company be and hereby relaxed to the
extent accordingly
S.11 Authorize the Directors, subject to Mgmt For *
the passing of Resolution 10 and
pursuant to Section 95 of the
Companies Act 1985, to allot equity
securities Section 94(2) and Section
94(3A) for cash pursuant to the
authority conferred by Resolution 10,
disapplying the statutory pre-
emption rights Section 89(1) ,
provided that this power is limited
to the allotment of equity
securities: a) in connection with an
issue in favor of ordinary
shareholders; b) up to an aggregate
nominal amount of GBP 1,078,074;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or 22 APR 2005; and the
Board may allot equity securities
after the expiry of this authority in
pursuance of such an offer or
S.12 Authorize the Company, for the Mgmt For *
purpose of Section 166 of the
Companies Act 1985, to make market
purchases Section 163(3) of up to
10,956,158 BP 3,232,067 ordinary
shares of 29.5p each in the capital,
at a minimum price of 29.5p and up to
105% of the average middle market
quotations for such shares derived
from the Daily Official List of the
London Stock Exchange, over the
previous 5 business days; Authority
expires the earlier of the conclusion
of the next AGM of the Company or 22
APR 2005; the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
- -------------------------------------------------------------------------------------------------------
XL CAPITAL LTD Agenda: 932119515
CUSIP: G98255105 Meeting Type: Annual
Ticker: XL Meeting Date: 4/30/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 JOHN LOUDON Mgmt For For
ROBERT S. PARKER Mgmt For For
ALAN Z. SENTER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP, NEW YORK,
TO ACT AS THE INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2004.
- -------------------------------------------------------------------------------------------------------
XSTRATA PLC, ZUG (SWISS TAX RESIDENCY) Agenda: 700490395
CUSIP: G9826T102 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: GB0031411001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Adopt the annual report and financial Mgmt For *
statement for the YE 31 DEC 2003 of
the Company
2. Declare a dividend of 13.3 US cents Mgmt For *
per share in respect of the YE 31 Dec
2003
3. Approve the remuneration report of Mgmt For *
the Company for the YE 31 DEC 2003
4. Re-elect Mr. Micheal Davis as an Mgmt For *
Executive Director, retiring in
accordance with Article 127 of the
Company s Articles of Association
5. Re-elect Mr. David Issroff as a Non- Mgmt For *
Executive Director, retiring in
accordance with Article 127 of the
Company s Articles of Association
6. Re-elect Sir Steve Robson as a Non- Mgmt For *
Executive Director, being retiring in
accordance with Article 127 of the
Company s Articles of Association
7. Re-elect Mr. David Rough as a Non- Mgmt For *
Executive Director, being retiring in
accordance with Article 127 of the
Company s Articles of Association
8. Re-appoint Ernst & Young LLP as Mgmt For *
Auditors and to authorize the
Directors to determine their
remuneration
9. Authorize the Directors, by Article Mgmt For *
14 of the Company s Articles of
Association, to allot relevant
securities up to USD 105,250,402
equal to 210,500,804 ordinary shares
of USD 0.50 each; Authority expires
at the end of the next AGM of the
Company
S.10 Authorize the Directors, by Article Mgmt For *
15 of the Company s Articles of
Association, to allot equity
securities, disapplying the statutory
pre-emption rights Section 89(1) of
the Act, provided that this power
is limited to the allotment of equity
securities up to USD 15,787,560
equal to 31,575,120 ordinary shares
of USD 0.50 each; Authority expires
at the end of the next AGM of the
- -------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda: 700473363
CUSIP: H57312466 Meeting Type: AGM
Ticker: Meeting Date: 4/22/2004 ISIN: CH0012056047
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS THE PART II Non-
OF THE NOTICE SENT UNDER MEETING Voting
#122237. PLEASE ALSO NOTE THAT IF YOU
HAVE ALREADY REGISTERED YOUR SHARES,
THE CUT-OFF DATE FOR YOUR VOTING
INSTRUCTIONS IS 08 APR 2004. THANK
1. Approve the annual report, accounts Mgmt For *
of Nestle S.A. and of Nestle Group
and the report of the Auditors
2. Approve the release of the Board of Mgmt Abstain *
Directors and the Management
3. Approve the decision on the Mgmt For *
appropriation of the profits
resulting from the balance sheet of
4.A Elect Sir Edward George as a Board of Mgmt For *
Director
4.B Elect Mr. Kaspar Villiger as a Board Mgmt For *
of Director
4.C Elect Mr. Rolf Haenggi as a Board of Mgmt For *
Director
4.D Elect Mr. Daniel Borel as a Board of Mgmt For *
Director
4.E Elect Mrs. Carolina Muneller as a Mgmt For *
Board of Director
- -------------------------------------------------------------------------------------------------------
SWISSCOM AG, ITTIGEN Agenda: 700486182
CUSIP: H8398N104 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: CH0008742519
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is the Part II Non-
of the meeting notice sent under Voting
meeting #124168, 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
1. Approve the annual reports, the Mgmt For *
annual accounts and the accounts of
the Group for the business year 2003,
the reports of the Auditors and the
Group Auditor
2. Approve the appropriation of the Mgmt For *
balance profit and the fixing of
dividend
3. Grant discharge the Members of the Mgmt For *
Board of Directors and the Management
4. Elect the Auditors and the Group Mgmt For *
Auditor
- -------------------------------------------------------------------------------------------------------
AIFUL CORP, KYOTO Agenda: 700544667
CUSIP: J00557108 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3105040004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the profit appropriation for Mgmt For *
No. 27 term: dividends for the
current term as JPY 30 per share JPY
60 on a yearly basis
2. Amend the Company s Articles of Mgmt For *
Incorporation
3.1 Elect Mr. Yoshitaka Fukuda as a Mgmt For *
Director
3.10 Elect Mr. Masami Munetake as a Mgmt For *
3.11 Elect Mr. Yasuo Yanagibashi as a Mgmt For *
Director
3.12 Elect Mr. Masayuki Satou as a Mgmt For *
3.13 Elect Mr. Hiroshi Abe as a Director Mgmt For *
3.14 Elect Mr. Kazumitsu Oishi as a Mgmt For *
3.15 Elect Mr. Tsuneo Sakai as a Director Mgmt For *
3.16 Elect Mr. Tetsuo Ninomiya as a Mgmt For *
3.17 Elect Mr. Kazuyoshi Wakamatsu as a Mgmt For *
Director
3.2 Elect Mr. Taichi Kawakita as a Mgmt For *
3.3 Elect Mr. Katsuhide Horiba as a Mgmt For *
Director
3.4 Elect Mr. Sadatoshi Kobayashi as a Mgmt For *
Director
3.5 Elect Mr. Shintarou Hashima as a Mgmt For *
Director
3.6 Elect Mr. Yasutaka Fukuda as a Mgmt For *
3.7 Elect Mr. Yoshimasa Nishimura as a Mgmt For *
Director
3.8 Elect Mr. Kouji Imada as a Director Mgmt For *
3.9 Elect Mr. Takashi Koumoto as a Mgmt For *
4. Elect Mr. Yasuo Hotta as a Statutory Mgmt For *
Auditor
5. Grant retirement allowances, to Mgmt For *
Directors, Mr. Yuuji Kataoka and Mr.
Takashi Noda and 1 Statutory
Auditor, Mr. Tadao Mushiake according
to the Company rule
6. Approve to give free share Mgmt For *
subscription rights to Directors and
employees of the Company and its
subsidiaries as Stock Option in
accordance with Commercial Code 280-
20 and 280-21
- -------------------------------------------------------------------------------------------------------
AIOI INSURANCE CO LTD Agenda: 700541786
CUSIP: J00607101 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3486600004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 8, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.16 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Directors and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
ASAHI DIAMOND INDUSTRIAL CO LTD Agenda: 700549390
CUSIP: J02268100 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3114400009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 6.25, Final JY 6.25,
Special JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
3.3 Appoint Internal Statutory Auditor Mgmt For *
3.4 Appoint Internal Statutory Auditor Mgmt For *
4 Approve Retirement Bonuses for Mgmt Abstain *
Statutory Auditors
- -------------------------------------------------------------------------------------------------------
DAITO TRUST CONSTRUCTION CO LTD Agenda: 700535567
CUSIP: J11151107 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3486800000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT FURTHER INFORMATION Non-
CAN BE ACCESSED AT THE FOLLOWING Voting
HYPERLINK:
http://www.kentaku.co.jp/e/iri/ig.htm
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 30, Final JY 33, Special
JY 0
2 Authorize Share Repurchase Program Mgmt For *
3 Amend Articles to: Amend Articles to: Mgmt For *
Decrease Authorized Capital to
Reflect Share Repurchase - Authorize
Share Repurchases at Board s
Discretion - Limit Directors and
Internal Auditors Legal Liability
4 Elect Director Mgmt For *
5.1 Appoint Internal Statutory Auditor Mgmt For *
5.2 Appoint Internal Statutory Auditor Mgmt For *
6 Approve Retirement Bonuses for Mgmt For *
Director and Statutory Auditor
7 Approve Executive Stock Option Plan Mgmt For *
8 Approve Amendment to Stock Option Mgmt For *
Plan Approved at 2001 AGM
- -------------------------------------------------------------------------------------------------------
DAIWA HOUSE INDUSTRY CO LTD Agenda: 700559276
CUSIP: J11508124 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3505000004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 15, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.16 Elect Director Mgmt For *
3.17 Elect Director Mgmt For *
3.18 Elect Director Mgmt For *
3.19 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.20 Elect Director Mgmt For *
3.21 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4 Approve Retirement Bonuses for Mgmt Abstain *
Directors
- -------------------------------------------------------------------------------------------------------
FUJI HEAVY INDUSTRIES LTD Agenda: 700534399
CUSIP: J14406136 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: JP3814800003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT FURTHER INFORMATION Non-
CAN BE ACCESSED AT THE FOLLOWING Voting
HYPERLINK:
http://www.fhi.co.jp/fina/english/sha
re_info/meeting.html
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 4.5, Final JY 4.5,
Special JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Executive Stock Option Plan Mgmt For *
6 Approve Retirement Bonuses for Mgmt For *
Statutory Auditors
- -------------------------------------------------------------------------------------------------------
HONDA MOTOR CO LTD Agenda: 700528447
CUSIP: J22302111 Meeting Type: AGM
Ticker: Meeting Date: 6/23/2004 ISIN: JP3854600008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 19, Final JY 23, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.16 Elect Director Mgmt For *
3.17 Elect Director Mgmt For *
3.18 Elect Director Mgmt For *
3.19 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.20 Elect Director Mgmt For *
3.21 Elect Director Mgmt For *
3.22 Elect Director Mgmt For *
3.23 Elect Director Mgmt For *
3.24 Elect Director Mgmt For *
3.25 Elect Director Mgmt For *
3.26 Elect Director Mgmt For *
3.27 Elect Director Mgmt For *
3.28 Elect Director Mgmt For *
3.29 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.30 Elect Director Mgmt For *
3.31 Elect Director Mgmt For *
3.32 Elect Director Mgmt For *
3.33 Elect Director Mgmt For *
3.34 Elect Director Mgmt For *
3.35 Elect Director Mgmt For *
3.36 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Adjustment to Aggregate Mgmt For *
Compensation Ceiling for Directors
6 Approve Payment of Annual Bonuses to Mgmt For *
Directors and Statutory Auditors
7 Approve Retirement Bonuses for Mgmt For *
Directors and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
HOYA CORP Agenda: 700527255
CUSIP: J22848105 Meeting Type: AGM
Ticker: Meeting Date: 6/18/2004 ISIN: JP3837800006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Amend Articles to: Expand Business Mgmt For *
Lines - Authorize Share Repurchases
at Board s Discretion
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
2.3 Elect Director Mgmt For *
2.4 Elect Director Mgmt For *
2.5 Elect Director Mgmt For *
2.6 Elect Director Mgmt For *
2.7 Elect Director Mgmt For *
2.8 Elect Director Mgmt For *
3 Approve Executive Stock Option Plan Mgmt For *
- -------------------------------------------------------------------------------------------------------
KDDI CORP, TOKYO Agenda: 700531963
CUSIP: J31843105 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: JP3496400007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the profit appropriation for Mgmt For *
20 term: dividends for the current
term as JPY 2,400 per share JPY 3600
on a yearly basis
2. Approve the Company to purchase its Mgmt For *
own shares upon a resolution of the
Board of Directors in accordance with
the Commercial Code 211-3 and
partially amend the Company s
Articles of Incorporation
3. Approve to give free share Mgmt For *
subscription rights to the Directors,
Senior Executive Directors, Executive
Directors, advisors, Statutory
Auditors and the employees of the
Company and its subsidiaries as stock
option in accordance with Commercial
Code 280-20 and 280-21
4. Amend the parts of the Resolutions on Mgmt For *
conditions for exercising and
extincting Free Subscription Rights
approved at the AGM of shareholders
held in June 2002 and 2003 and the
conditions will be for the Directors,
senior Executives Directors the
Executive Directors, advisors,
Statutory Auditors and the employees
of the Company and its subsidiaries
and partially amend the Free
Subscription Rights
5.1 Elect Mr. Akira Hioki as a Statutory Mgmt For *
Auditor
5.2 Elect Mr. Yoshiaki Tsuji as a Mgmt For *
Statutory Auditor
5.3 Elect Mr. Hideki Ishida as a Mgmt For *
Statutory Auditor
5.4 Elect Mr. Katsuaki Watanabe as a Mgmt For *
Statutory Auditor
6. Grant retirement Allowances to the Mgmt For *
retired Statutory Auditors: grant
retirement allowances JPY16,500,000
in total to 2 retired Statutory
Auditors, Mr. Toshiaki Terui and
7. Grant retirement allowances to the Mgmt For *
Directors and the Statutory Auditor
in connection with abolishment of
retirement allowances system; grant
retirement allowances JPY125,287,000
in total to 8 Directors, Mr. Mitsuo
Igarashi, Mr. Tadashi Onodera, Mr.
Masahiro Yamamoto, Mr. Nobuhiko
Nakano, Mr. Yasuhiko Itou, Mr.
Satoshi Nagao, Mr. Nobuo Nezu and Mr.
Hirofumi Morozumi and JPY2,200,000
to 1 Statutory Auditor Mr. Akira
- -------------------------------------------------------------------------------------------------------
KYODEN CO LTD, NAGANO PREFECTURE Agenda: 700542245
CUSIP: J3748G105 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: JP3250200007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 5, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
3.3 Appoint Internal Statutory Auditor Mgmt For *
- -------------------------------------------------------------------------------------------------------
MILLEA HOLDINGS INC, TOKYO Agenda: 700542156
CUSIP: J4276P103 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3910660004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 11,000,
Special JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Director and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
MITSUI SUMITOMO INSURANCE CO LTD Agenda: 700541596
CUSIP: J45174109 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3888200007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 8.5, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Directors and Statutory Auditors
- -------------------------------------------------------------------------------------------------------
MURATA MANUFACTURING CO LTD Agenda: 700534440
CUSIP: J46840104 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3914400001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 25, Final JY 25, Special
JY 0
2 Amend Articles to: Decrease Mgmt For *
Authorized Capital to Reflect Share
Repurchase from 600 Million to 590
Million Shares - Authorize Share
Repurchases at Board s
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Special Payments to Mgmt For *
Continuing Directors and Statutory
Auditors in Connection with the
Abolition of Retirement Bonus System
and Approve Retirement Bonus
to Statutory Auditor
6 Approve Executive Stock Option Plan Mgmt For *
- -------------------------------------------------------------------------------------------------------
NIPPONKOA INSURANCE CO LTD, TOKYO Agenda: 700532129
CUSIP: J5428G115 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3693200002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approval of proposal for Mgmt For *
appropriation of retained earnings
for the 60th business term
2. Approval of revisions to the Articles Mgmt For *
of Incorporation
3.1 Elect a Director Mgmt For *
3.2 Elect a Director Mgmt For *
3.3 Elect a Director Mgmt For *
3.4 Elect a Director Mgmt For *
3.5 Elect a Director Mgmt For *
3.6 Elect a Director Mgmt For *
3.7 Elect a Director Mgmt For *
3.8 Elect a Director Mgmt For *
3.9 Elect a Director Mgmt For *
4.1 Appoint a Corporate Auditor Mgmt For *
4.2 Appoint a Corporate Auditor Mgmt For *
4.3 Appoint a Corporate Auditor Mgmt For *
5. Issuance of share subscription rights Mgmt Abstain *
as the means of a stock option
scheme for a stock-linked
6. Payments of retirement allowances to Mgmt Abstain *
directors and corporate auditors
- -------------------------------------------------------------------------------------------------------
NISSIN FOOD PRODUCTS CO LTD Agenda: 700550761
CUSIP: J58063124 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3675600005
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 30, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
4 Appoint Internal Statutory Auditor Mgmt For *
- -------------------------------------------------------------------------------------------------------
PROMISE CO LTD Agenda: 700541510
CUSIP: J64083108 Meeting Type: AGM
Ticker: Meeting Date: 6/23/2004 ISIN: JP3833750007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 50, Final JY 50, Special
JY 0
2 Amend Articles to: Expand Business Mgmt For *
Lines - Authorize Share Repurchases
at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
4 Approve Retirement Bonus for Director Mgmt For *
- -------------------------------------------------------------------------------------------------------
SEKISUI HOUSE LTD Agenda: 700486562
CUSIP: J70746136 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: JP3420600003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 9, Final JY 9, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Directors
- -------------------------------------------------------------------------------------------------------
SHIONOGI & CO LTD Agenda: 700535707
CUSIP: J74229105 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3347200002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 4.25, Final JY 4.25,
Special JY 0
2 Amend Articles to: Reduce Minimum Mgmt For *
Board Size - Reduce Directors Term in
Office - Authorize Share Repurchases
at Board s Discretion - Expand
Business Lines
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt Abstain *
Directors and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
SOMPO JAPAN INSURANCE INC Agenda: 700534577
CUSIP: J7620T101 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3932400009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 8.5, Special
JY 0
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
4.4 Appoint Internal Statutory Auditor Mgmt For *
4.5 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Executive Stock Option Plan Mgmt For *
6 Approve Retirement Bonuses for Mgmt For *
Director and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
SONY CORP Agenda: 700530036
CUSIP: J76379106 Meeting Type: AGM
Ticker: Meeting Date: 6/22/2004 ISIN: JP3435000009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT YOU CAN FURTHER Non-
ACCESS SHAREHOLDER INFORMATION AT THE Voting
FOLLOWING LINKS:
http://www.sony.net/SonyInfo/IR/sr/in
dex.html
http://www.sony.net/SonyInfo/IR/finan
cial/fr/index.html
1. Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
2.1 Elect Director Mgmt For *
2.10 Elect Director Mgmt For *
2.11 Elect Director Mgmt For *
2.12 Elect Director Mgmt For *
2.13 Elect Director Mgmt For *
2.14 Elect Director Mgmt For *
2.15 Elect Director Mgmt For *
2.16 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
2.3 Elect Director Mgmt For *
2.4 Elect Director Mgmt For *
2.5 Elect Director Mgmt For *
2.6 Elect Director Mgmt For *
2.7 Elect Director Mgmt For *
2.8 Elect Director Mgmt For *
2.9 Elect Director Mgmt For *
3. Approve Executive Stock Option Plan Mgmt For *
4. Approve Stock Option Plan for Mgmt For *
Directors and Executives of
Subsidiary Sony Communication
5. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Amend Articles
to Require Disclosure of
Compensation Levels of Individual
Directors and Executive Officers
- -------------------------------------------------------------------------------------------------------
SUZUKI MOTOR CORP (FORMERLY SUZUKI MOTOR CO Agenda: 700532244
LTD)
CUSIP: J78529138 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3397200001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 4, Final JY 5, Special
JY 0
2 Amend Articles to: Allow Appointment Mgmt For *
of Alternate Statutory Auditors -
Authorize Share Repurchases at
Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.16 Elect Director Mgmt For *
3.17 Elect Director Mgmt For *
3.18 Elect Director Mgmt For *
3.19 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.20 Elect Director Mgmt For *
3.21 Elect Director Mgmt For *
3.22 Elect Director Mgmt For *
3.23 Elect Director Mgmt For *
3.24 Elect Director Mgmt For *
3.25 Elect Director Mgmt For *
3.26 Elect Director Mgmt For *
3.27 Elect Director Mgmt For *
3.28 Elect Director Mgmt For *
3.29 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.30 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
4.4 Appoint Internal Statutory Auditor Mgmt For *
4.5 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt For *
Directors and Statutory Auditors
- -------------------------------------------------------------------------------------------------------
TOKYO GAS CO LTD Agenda: 700532268
CUSIP: J87000105 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3573000001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 3, Final JY 4, Special
JY 0
2 Amend Articles to: Allow Appointment Mgmt For *
of Alternate Statutory Auditors -
Authorize Share Repurchases at
Board s Discretion
3 Authorize Share Repurchase Program Mgmt For *
4.1 Elect Director Mgmt For *
4.10 Elect Director Mgmt For *
4.11 Elect Director Mgmt For *
4.12 Elect Director Mgmt For *
4.2 Elect Director Mgmt For *
4.3 Elect Director Mgmt For *
4.4 Elect Director Mgmt For *
4.5 Elect Director Mgmt For *
4.6 Elect Director Mgmt For *
4.7 Elect Director Mgmt For *
4.8 Elect Director Mgmt For *
4.9 Elect Director Mgmt For *
5 Appoint Internal Statutory Auditor Mgmt For *
6 Approve Retirement Bonuses for Mgmt Abstain *
Directors and Statutory Auditor
- -------------------------------------------------------------------------------------------------------
TOYOTA MOTOR CORP Agenda: 700551838
CUSIP: J92676113 Meeting Type: AGM
Ticker: Meeting Date: 6/23/2004 ISIN: JP3633400001
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING ID #147669 DUE TO THE Voting
REVISED AGENDA. PLEASE ALSO NOTE THE
NEW CUTOFF DATE. ALL VOTES RECEIVED
ON THE PREVIOUS NOTICE WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS NOTICE OF MEETING.
THANK YOU.
1. Approve the profit appropriation for Mgmt For *
Number 100 term: dividends for the
current term has been proposed as JPY
25 per share JPY on a yearly basis
2. Amend the Company s Articles of Mgmt For *
Incorporation: the Company will be
allowed to purchase its own shares
upon a resolution of the Board of
Directors in accordance with
Commercial Code 211-3
3.1 Elect Mr. Hiroshi Okuda as a Director Mgmt For *
3.10 Elect Mr. Katsuhiro Nakagawa as a Mgmt For *
Director
3.11 Elect Mr. Yasuhito Yamauchi as a Mgmt For *
Director
3.12 Elect Mr. Takashi Kamio as a Director Mgmt For *
3.13 Elect Mr. Hiroyuki Watanabe as a Mgmt For *
Director
3.14 Elect Mr. Akio Matsubara as a Mgmt For *
3.15 Elect Mr. Tokuichi Uranishi as a Mgmt For *
Director
3.16 Elect Mr. Kazuo Okamoto as a Director Mgmt For *
3.17 Elect Mr. Kyouji Sasazu as a Director Mgmt For *
3.18 Elect Mr. Mitsuo Kinoshita as a Mgmt For *
Director
3.19 Elect Mr. Yoshimi Inaba as a Director Mgmt For *
3.2 Elect Mr. Kousuke Ikebuchi as a Mgmt For *
Director
3.20 Elect Mr. Takeshi Uchiyamada as a Mgmt For *
Director
3.21 Elect Mr. Masatami Takimoto as a Mgmt For *
Director
3.22 Elect Mr. Akio Toyoda as a Director Mgmt For *
3.23 Elect Mr. Shouichirou Toyoda as a Mgmt For *
Director
3.24 Elect Mr. Tetsuo Hattori as a Mgmt For *
3.25 Elect Mr. Yukitoshi Funo as a Mgmt For *
3.26 Elect Mr. Takeshi Suzuki as a Mgmt For *
3.27 Elect Mr. Atsushi Niimi as a Director Mgmt For *
3.3 Elect Mr. Fujio Chou as a Director Mgmt For *
3.4 Elect Mr. Akihiko Saitou as a Mgmt For *
3.5 Elect Mr. Ryuuji Araki as a Director Mgmt For *
3.6 Elect Mr. Yoshio Ishizaka as a Mgmt For *
3.7 Elect Mr. Kousuke Shiramizu as a Mgmt For *
Director
3.8 Elect Mr. Katsuaki Watanabe as a Mgmt For *
Director
3.9 Elect Mr. Kazushi Iwatsuki as a Mgmt For *
Director
4. Approve to assign the free Mgmt For *
subscription rights: the Company has
proposed to give free share
subscription rights to the Directors
and Employees of the Company and its
subsidiaries as stock option in
accordance with Commercial Code 280-
20 and 280-21
5. Approve the acquisition of Company s Mgmt For *
own shares: the Company shall acquire
up to 65,000,000 of its own shares
up to JPY 250,000,000,000 in value
in accordance with Commercial Code
6.1 Grant retirement allowances to Mr. Mgmt For *
Zenji Yasuda a retired Director
according to the Company rule
6.2 Grant retirement allowances to Mr. Mgmt For *
Teruyuki Minoura a retired Director
according to the Company rule
6.3 Grant retirement allowances to Mr. Mgmt For *
Shuuhei Toyoda a retired Director
according to the Company rule
7. PLEASE NOTE THAT THIS IS A Shr For *
SHAREHOLDRES PROPOSAL: Approve the
profit appropriation: approve to pay
the dividends of JPY 40 per share
JPY 60 on a yearly basis for the
current term
8. PLEASE NOTE THAT THIS IS A Shr For *
SHAREHOLDERS PROPOSAL: Amend the
Company s Articles of Incorporation:
approve to add the following items to
the Company s Articles of
Incorporation, 1) remuneration and
bonuses for each Director and
Statutory Auditor during every FY
will be disclosed in a document
attached to a notice of AGM; 2) grant
retirement allowances to the retired
Directors and the Statutory Auditors
will described an amount for each
9. PLEASE NOTE THAT THIS IS A Shr For *
SHAREHOLDERS PROPOSAL: Amend the
Company s Articles of Incorporation:
approve to include the following in
the Company s Articles of
Incorporation, the Company shall
never contribute money to political
parties and political fund-managing
organizations for political
- -------------------------------------------------------------------------------------------------------
UNI-CHARM CORP Agenda: 700550824
CUSIP: J94104114 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3951600000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 14, Final JY 14, Special
JY 0
2 Amend Articles to: Expand Business Mgmt For *
Lines - Clarify Director Authorities
in Connection with the
Introduction of Executive Officer
System - Authorize Share
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
4.3 Appoint Internal Statutory Auditor Mgmt For *
4.4 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Executive Stock Option Plan Mgmt For *
6 Approve Retirement Bonus for Mgmt For *
Statutory Auditor
- -------------------------------------------------------------------------------------------------------
YAMADA DENKI CO LTD Agenda: 700527267
CUSIP: J95534103 Meeting Type: AGM
Ticker: Meeting Date: 6/29/2004 ISIN: JP3939000000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Mgmt For *
Including the Following Dividends:
Interim JY 0, Final JY 11, Special
JY 1
2 Amend Articles to: Authorize Share Mgmt For *
Repurchases at Board s Discretion
3.1 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Mgmt For *
Directors
6 Approve Adjustment to Aggregate Mgmt For *
Compensation Ceiling for Statutory
Auditors
- -------------------------------------------------------------------------------------------------------
NOVO-NORDISK A/S (VORMALS NOVO INDUSTRI A/S) Agenda: 700461750
CUSIP: K7314N145 Meeting Type: AGM
Ticker: Meeting Date: 3/16/2004 ISIN: DK0010280817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Receive the Board of Directors Mgmt For *
report on the Company s activities in
the past FY
10. Miscellaneous Other For *
2. Receive the audited annual report Mgmt For *
3. Adopt the audited annual report, Mgmt For *
including discharge of Management and
the Board of Directors from their
obligations
4. Approve to apply the profits Mgmt For *
according to the adopted annual
5. Re-elect Pricewaterhouse-Coopers and Mgmt For *
Ernst & Young, state-authorised
public accountants as the Auditors
6. Amend the Article 3 regarding Mgmt For *
modernization of the objects clause;
Article 4(a) regarding specification
of the Board of Directors
authorization to increase the share
capital and extension of the Board of
Directors authorization from 19 MAR
2006 to 15 MAR 2009; Article 8(e)
regarding change of the notification
requirement to the AGM to 2 national
daily newspapers; Article 10(e)
regarding abolishment of the
requirement for the approval of the
AGM in case of the amalgamation of
the Company and other Company;
Article 12(3) regarding abolishment
of the provision on discharge of the
Management and the Board of Directors
from their obligations (Management s
and the Board of Directors exempt
from liability); Article 14 regarding
reduction of the Board of Directors
term of office from 3 years to 1
year; Article 20 regarding the
reduction of the number of the
Auditors from 2 to 1 when legislation
so permits; and various linguistic
changes to the Articles of
7.1 Re-elect Mr. Mads Ovlisen as the Mgmt For *
Member to the Board of Directors
7.2 Re-elect Mr. Kurt Anker Nielsen as Mgmt For *
the Member to the Board of Directors
7.3 Re-elect Mr. Kurt Briner as the Mgmt For *
Member to the Board of Directors
7.4 Re-elect Mr. Niels Jacobsen as the Mgmt For *
Member to the Board of Directors
7.5 Re-elect Mr. Ulf J. Johansson as the Mgmt For *
Member to the Board of Directors
7.6 Re-elect Mr. Sten Scheibye as the Mgmt For *
Member to the Board of Directors
7.7 Re-elect Mr. Jorgen Wedel as the Mgmt For *
Member to the Board of Directors
8. Authorize the Board of Directors, to Mgmt For *
allow the Company to acquire own
shares of up to 10% of the share
capital at a price quoted on the date
of purchase with a deviation up to
10%, pursuant to Article 48 of the
Danish Companies Act; Authority
expire at the next AGM
9. Authorize the Chairman of the AGM Mgmt For *
- -------------------------------------------------------------------------------------------------------
TDC A/S (EX?: TELE DANMARK AS) Agenda: 700463817
CUSIP: K94545108 Meeting Type: AGM
Ticker: Meeting Date: 3/29/2004 ISIN: DK0010253335
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Elect the Chairman of the meeting Mgmt For *
10. Any other business Other For *
2. Approve the Board of Directors report Mgmt For *
on the activities of the Company
during the preceding year
3. Receive and adopt the financial Mgmt For *
statements the annual report
4. Grant discharge to the Executive Mgmt Against *
Committee and the Board of Directors
from their obligations in respect of
the annual report
5. Approve the appropriation of profit Mgmt For *
according to the adopted annual
6.1 Re-elect Mr. Thorleif Krarup as a Mgmt For *
Member and Chairman of the Board of
Directors, according to Article 14 of
the Articles of Association
6.10 Elect Mr. William Caldwellas a first Mgmt For *
alternate to the Members of the Board
of Directors, according to Article
14 of the Articles of Association
6.2 Re-elect Mr. Lloyd Kelley as a Member Mgmt For *
and Vice Chairman of the Board of
Directors, according to Article 14 of
the Articles of Association
6.3 Re-elect Mr. James W. Callaway as a Mgmt For *
Member of the Board of Directors,
according to Article 14 of the
Articles of Association
6.4 Re-elect Mr. Larry Boyle as a Member Mgmt For *
of the Board of Directors, according
to Article 14 of the Articles of
Association
6.5 Elect Mr. Jonathan Kiug as a Member Mgmt For *
of the Board of Directors, according
to Article 14 of the Articles of
Association
6.6 Re-elect Mr. Niels Heering as a Mgmt For *
Member of the Board of Directors,
according to Article 14 of the
Articles of Association
6.7 Re-elect Mr. Rick L. Moore as a Mgmt For *
Member of the Board of Directors,
according to Article 14 of the
Articles of Association
6.8 Re-elect Mr. Kurt Anker Nielsen as a Mgmt For *
Member of the Board of Directors,
according to Article 14 of the
Articles of Association
6.9 Elect Mr. Richard McCormick as a Mgmt For *
first alternate to the Members of the
Board of Directors, according to
Article 14 of the Articles of
7. Re-elect PricewaterhouseCoopers and Mgmt For *
Ernst & Young, statsautoriseret
revisionsaktieselskeb, as the
Auditors of the Company
8. Amend the Article 40 of the Articles Mgmt For *
of Association
9. Authorize the Board of Directors to Mgmt For *
acquire own shares up to a nominal
value of 10% of the Companys share
capital Section 48 of the Danish
Companies Act; the purchase price
for such shares may not deviate by
more than 10% from the price quoted
by the Copenhagen Stock Exchange at
the time of acquisition; Authority
expires at the next AGM
- -------------------------------------------------------------------------------------------------------
SECURITY CAPITAL EUROPEAN REALTY SICAF, Agenda: 700529730
LUXEMBOURG
CUSIP: L8181U104 Meeting Type: OGM
Ticker: Meeting Date: 6/30/2004 ISIN: LU0080341687
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the reports of the Board of Mgmt For *
Directors and the Auditor
2. Approve the statement of net assets Mgmt For *
and the statement of operation for
the period ended 31 DEC 2003
3. Approve the allotment of results Mgmt For *
4. Grant discharge to the Directors and Mgmt For *
the Auditor
5. Approve the statutory appointment of Mgmt For *
the Directors
6. Approve the statutory appointment of Mgmt For *
PricewaterhouseCoopers S.A.R.L. as
the Auditor
7. Approve the remunerations of Mgmt For *
Independent Directors
- -------------------------------------------------------------------------------------------------------
ORBOTECH LTD. Agenda: 932185564
CUSIP: M75253100 Meeting Type: Annual
Ticker: ORBK Meeting Date: 6/24/2004 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1A THE ELECTION OF YEHUDIT BRONICKI AS A Mgmt no action
CLASS III DIRECTOR.
1B THE ELECTION OF JACOB RICHTER AS A Mgmt no action
CLASS III DIRECTOR.
2 APPROVAL OF PROPOSAL TO RECEIVE, Mgmt no action
CONSIDER AND APPROVE THE AUDITORS
REPORT AND THE CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY.
3 APPROVAL OF PROPOSAL TO RE-APPOINT Mgmt no action
KESSELMAN & KESSELMAN AS AUDITORS OF
THE COMPANY AND TO THE REMUNERATION
OF SAID AUDITORS PROVIDED SUCH
REMUNERATION IS ALSO APPROVED BY THE
AUDIT COMMITTEE.
4 RATIFICATION AND APPROVAL OF Mgmt no actionF
RESOLUTIONS OF THE AUDIT COMMITTEE
AND THE BOARD OF DIRECTORS PERTAINING
TO THE TERMS, AND PAYMENT PURSUANT
TO SUCH TERMS, OF THE ANNUAL BONUS
FOR 2004 TO THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY, WHO IS ALSO A
DIRECTOR OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------
ABN AMRO HOLDING NV Agenda: 700482069
CUSIP: N0030P459 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: NL0000301109
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 22 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Receive the report of Board of Mgmt For *
Management for the year 2003
10. Any other business Other For *
2. Approve the Corporate Governance Mgmt For *
3.a Approve the establishment of the Mgmt For *
annual accounts 2003
3.b Approve the establishment of the Mgmt For *
proposed dividend
3.c Grant discharge to the Board of Mgmt For *
Management
3.d Grant discharge to the Supervisory Mgmt For *
Board
4. Approve the remuneration Board of Mgmt For *
Management and Top Executives
5. Appoint an Auditor Mgmt For *
6.a Re-appoint Mrs. T.A. Mass-de Brouwer Mgmt For *
as a Member of the Supervisory Board
6.b Appoint Mr. A.A. Olijslager as a Mgmt For *
Member of the Supervisory Board
7.a Approve the cancellation of Mgmt For *
preference shares
7.b Approve to alter the Articles of Mgmt For *
Association
8. Authorize the Managing Board, subject Mgmt For *
to the approval of the Supervisory
Board, to repurchase shares in the
Company s capital
9.a Authorize the Managing Board for a Mgmt For *
period of 18 months, to issue the
ordinary shares up to a maximum of
20% of the total amount of the issued
capital
9.b Authorize the Managing Board to Mgmt For *
restrict or exclude the pre-emptive
rights granted to shareholders up to
a maximum of 20% of the total amount
of the issued capital
- -------------------------------------------------------------------------------------------------------
AEGON NV Agenda: 700485483
CUSIP: N0089J123 Meeting Type: AGM
Ticker: Meeting Date: 4/22/2004 ISIN: NL0000301760
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening and minutes Non-
Voting
2. Approve the annual report for 2003, Mgmt For *
the dividend and discharge
3. Approve the annual report for 2004 Mgmt For *
and following years
4. Approve the Corporate governance Mgmt For *
5. Approve the composition of the Mgmt For *
Supervisory Board
6. Authorize to issue shares and to Mgmt Against *
acquire shares
7. Other matters Other For *
8. Closure Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700430096
CUSIP: N0139V100 Meeting Type: AGM
Ticker: Meeting Date: 11/26/2003 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2. Receive the report for the FY 2002 by Mgmt For *
the Board of Management
3. Approve the annual account for 2002 Mgmt For *
4. Approve the composition of the Board Mgmt For *
of Management
5. Amend the Articles of Association Mgmt For *
6.A Authorize the Board of Management, Mgmt For *
subject to the approval of
Supervisory Board, to issue new
ordinary shares and cumulative
preferred financing shares
6.B Authorize the Board of Management, Mgmt For *
subject to the approval of
Supervisory Board, to restrict or
exclude the pre-emptive right of
holders of ordinary shares on the
7. Authorize the Board of Management, Mgmt For *
subject to the approval of
Supervisory Board, to acquire own
shares within the limits of the Law
and the Articles of Association
8. Approve the bonus of Anders Moberg Mgmt For *
9. Questions and closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700515313
CUSIP: N0139V100 Meeting Type: AGM
Ticker: Meeting Date: 6/2/2004 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 26 MAY 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Opening Non-
Voting
2. Receive the progress of the Board to Non-
recovery Voting
3.A Approve the annual report 2003 Mgmt For *
reserve and the dividend policy, and
discharge a proposal to determine the
annual account 2003
3.B Approve the concerning reserve and Mgmt For *
the dividend policy
3.C Grant discharge to the Executive Mgmt For *
3.D Grant discharge to the Supervisory Mgmt For *
Board
4.A Appoint Mr. R. Dahan as a Member of Mgmt For *
the Supervisory Board
4.B Appoint Mr. K. De Segundo as Member Mgmt For *
of the Supervisory Board
5. Appoint Deloitte as the External Mgmt For *
Auditor for 2004, 2005
6. Amend language of the annual report Mgmt For *
from Dutch to English
7. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700455480
CUSIP: N0139V100 Meeting Type: EGM
Ticker: Meeting Date: 3/3/2004 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is a revision Non-
due to the revised wording of Voting
resolution # 6. Please also note that
explanatory notes are now available
for agenda items 2,3,4,5 and 6 via
the above hyperlink titled PROXY
STATEMENT. If you have already sent
in your votes, please do not return
this proxy form unless you decide to
amend your original instructions.
Thank you.
1. Call to order Non-
Voting
2. Discuss the Corporate Governance Mgmt For *
structure Ahold
3. Amend the Articles of Association Mgmt For *
4. Approve the terms and conditions Mgmt For *
conversion rights cumulative
preferred financing shares
5. Adopt the Corporate Executive Board s Mgmt For *
general remuneration policy
6. Approve the investigations by public Mgmt For *
bodies and Supervisory bodies as well
as current lawsuits. - Termination
of VEB proceedings
7. Adjournment Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda: 700404964
CUSIP: N0139V100 Meeting Type: OGM
Ticker: Meeting Date: 9/4/2003 ISIN: NL0000331817
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN Non-
EXTRAORDINARY GENERAL MEETING. THANK Voting
YOU.
1. Opening Non-
Voting
2. Approve the explanation about the Mgmt For *
delay of the postponement of the
publication of the annual accounts
and the annual report for the FY 2002
3. Approve the composition of the Mgmt For *
Management Board and appoint Messrs.
A.C. Moberg and H.R. Ryopponen
4. Receive the most important principles Mgmt For *
of the Company s new strategy and
business update by Mr. A.C. Moberg
5. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
TPG NV,S GRAVENHAGE Agenda: 700475266
CUSIP: N31143105 Meeting Type: AGM
Ticker: Meeting Date: 4/7/2004 ISIN: NL0000009058
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening and announcements Mgmt No Action *
10. Grant authority to purchase own Mgmt No Action *
11. Approve the three-yearly Mgmt No Action *
12. Approve the change of the Articles of Mgmt No Action *
Association
13. Questions Mgmt No Action *
14. Closure Non- No Action *
Voting
2. Receive the presentation by Mr. M.P. Mgmt No Action *
Bakker
3. Approve the report by the Executive Mgmt No Action *
Board over the annual year 2003
4. Approve the Corporate governance Mgmt No Action *
5.A Approve the annual account 2003 Mgmt No Action *
5.B Approve the dividend policy and Mgmt No Action *
dividend payment
5.C Grant discharge to the Members of the Mgmt No Action *
Executive Board
5.D Grant discharge to the Members of the Mgmt No Action *
Supervisory Board
5.E Approve to use the English language Mgmt No Action *
for the annual account and the annual
report
6. Approve to change the composition of Mgmt No Action *
the Executive Board
7. Approve to determine the remuneration Mgmt No Action *
policy of the Executive Board
8. Approve to recommend the appointing Mgmt No Action *
of a Member of the Supervisory Board
and the announcements of vacancies in
the Supervisory Board
9.A Grant authority to issue shares Mgmt No Action *
9.B Approve the limitation ao exclusion Mgmt No Action *
of the preferential rights
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV Agenda: 700477791
CUSIP: N4297B146 Meeting Type: AGM
Ticker: Meeting Date: 4/15/2004 ISIN: NL0000009082
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 08 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Opening and announcements Mgmt For *
10. Approve to reduce the capital through Mgmt For *
withdrawal of shares of the Company
11. Any other business and closure Other For *
2. Approve the report by the Board Of Mgmt For *
Management for the FY 2003
3.A Approve the financial statements for Mgmt For *
the FY 2003
3.B Approve the dividend policy Mgmt For *
3.C Approve to adopt a dividend over the Mgmt For *
FY 2003
4.A Grant discharge to the Members of the Mgmt For *
Board of Managements from liability
4.B Grant discharge to the Member of the Mgmt For *
Supervisory Board
5. Approve the Corporate Governance Mgmt For *
6. Approve the establishment of Mgmt For *
remuneration policy
7.A Appoint the Auditors Mgmt For *
7.B Approve to publish the annual Mgmt For *
accounts and the annual report in the
English language
8.A Approve the opportunity to make Mgmt For *
recommendations for the appointment
of a Member of the Supervisory Board
8.B Approve the opportunity to object to Mgmt For *
the proposed appointment
8.C Approve the announcement concerning Mgmt For *
vacancies arising at the AGM of
shareholders in 2005
8.D Appoint a new Member of the Board of Mgmt For *
Management
9.A Authorize the Board to acquire shares Mgmt For *
of the Company
9.B Appoint Board of Management to issue Mgmt For *
shares of the Company
9.C Appoint the Board of Management to Mgmt For *
limit or exclude the emptive rights
- -------------------------------------------------------------------------------------------------------
IHC CALAND NV Agenda: 700508647
CUSIP: N44062128 Meeting Type: AGM
Ticker: Meeting Date: 5/14/2004 ISIN: NL0000360584
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING 113392, DUE TO ADDITIONAL Voting
RESOLUTIONS. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
1. Opening Non-
Voting
10. Approve the remuneration of members Mgmt For *
Supervisory Board
11. Any other business Other For *
12. Closure Non-
Voting
2.a Receive the report by Managing Mgmt For *
Directors on FY 2003
2.b Receive the report by Supervisory Mgmt For *
2.c Approve the annual accounts 2003 as Mgmt For *
established by Supervisory Board
3. Approve the policy on addition to Mgmt For *
reserves and on dividend
4. Approve the appropriation of profit Mgmt For *
including determination of dividend
and authorize the Managing Directors
to determine the ration with regard
to the stock dividend
5.a Grant discharge from liability Mgmt For *
Managing Directors for their conduct
of the business in 2003
5.b Grant discharge Members of Mgmt For *
Supervisory Board for their
6. Approve the Corporate Governance Mgmt For *
7. Grant authority to redeem own shares Mgmt For *
8 a Grant authority to issue new ordinary Mgmt For *
shares
8.b Grant authority to restrict or Mgmt For *
withdraw the prefential right of
shareholders when new ordinary shares
are issued
8.c Grant authority to issue up to Mgmt For *
240.000 shares for the Company s
9. Approve the composition of the Mgmt For *
Supervisory Board
- -------------------------------------------------------------------------------------------------------
ING GROEP NV Agenda: 700471004
CUSIP: N4578E413 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: NL0000303600
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Please note that this is a revision Non-
due to the revised wording of the Voting
agenda. If you have already sent in
your votes, please do not return this
proxy form unless you decide to
amend your original instructions.
1. Opening remarks and announcements. Non-
Voting
10. Composition of the Supervisory Board: Mgmt For *
Appointment of Eric Bourdais de
Charbonniere
11. Authorisation to issue shares and to Mgmt Against *
restrict or exclude preferential
rights. right
12. Authorisation to the company to Mgmt For *
acquire shares or depositary receipts
for shares in its own capital.
13. Any other business and conclusion. Non-
Voting
2.A Discussion of the reports of the Mgmt For *
Executive Board and the Supervisory
Board for 2003.
2.B Discussion of the profit retention Mgmt For *
and distribution policy.
3.A Discussion and adoption of the Annual Mgmt For *
Accounts for 2003.
3.B Adoption of the dividend for 2003. Mgmt For *
4. Appointment of the auditor. Mgmt For *
5.A Proposal to discharge the Executive Mgmt For *
Board in respect of the duties
performed during the year 2003.
5.B Proposal to discharge the Supervisory Mgmt For *
Board in respect of the duties
performed during the year 2003.
6. Corporate governance. Mgmt For *
7.A Adoption of remuneration policy. Mgmt For *
7.B Approval of long-term incentive plan. Mgmt For *
8. Amendments to the Articles of Mgmt For *
Association
9.A Appointment of Eric Boyer de la Mgmt For *
Giroday.
9.B Appointment of Eli Leenaars. Mgmt For *
9.C Appointment of Hans Verkoren. Mgmt For *
- -------------------------------------------------------------------------------------------------------
JAMES HARDIES INDUSTRIES NV Agenda: 700391155
CUSIP: N4723D104 Meeting Type: AGM
Ticker: Meeting Date: 8/15/2003 ISIN: AU000000JHX1
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE REFER TO THE SHAREHOLDER Non-
INFORMATION LINK ABOVE FOR THE Voting
COMPLETE NOTICE OF MEETING AND
ADDITIONAL DETAILS PERTAINING TO THIS
MEETING. THANK YOU.
1. Receive and adopt the annual accounts Mgmt For *
of the Company for the FYE 31 DEC
2.A Re-elect Ms. M. Hellicar as a Member Mgmt For *
of the Supervisory and Joint Boards,
in accordance with the Company s
Articles of Association
2.B Re-elect Mr. M. Gillfillan as a Mgmt For *
Member of the Supervisory and Joint
Boards, in accordance with the
Company s Articles of Association
2.C Re-elect Mr. P. Cameron as a Member Mgmt For *
of the Supervisory and Joint Boards,
in accordance with the Company s
Articles of Association
2.D Re-elect Mr. D. McGauchie as a Member Mgmt For *
of the Supervisory and Joint Boards,
in accordance with the Company s
Articles of Association
3. Approve the issue of ordinary shares Mgmt For *
in the Company to Messrs Cameron and
McGauchie on the terms of the
Company s Supervisory Board Share
Plan
4. Elect Mr. F. Zwinkels as a Member of Mgmt For *
the Managing Board of the Company
5. Authorize the Company to acquire Mgmt For *
shares in the capital of the Company
for valuable consideration, whether
as an on or off financial market
purchase number of shares as
permitted by the Dutch Law;
8. Authorize the Members of the Joint or Mgmt For *
Managing Boards of the Company or
any Lawyers of the Company s Dutch
solicitors, De Brauw Blackstone
Westbroek N.V., in connection with
any amendment to the Articles of
Association, to apply for the
required ministerial declaration of
no-objection of the Dutch Ministry of
Justice as to the amendments to the
Articles of Association as may appear
necessary to obtain such
declarations of no-objection and to
execute the notarial deed of
amendments to the Articles of
Association as required under the
S.6 Amend, subject to the passing of Mgmt For *
Resolutions 7 and 8, the Articles of
Association to increase the nominal
value of each share comprised in the
share capital of the Company s share
capital; and approve to debit the
share premium reserve of the Company
with the aggregate amount of such
increase
S.7 Approve, subject to the passing of Mgmt For *
Resolution 6 and 8, that the share
capital of the Company be reduced
under a cash return of the capital,
by reducing the nominal value of each
comprised in the Company s capital;
and amend the Articles of Association
o decrease the nominal value of each
share compromised in the Company s
share capital
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV Agenda: 700500122
CUSIP: N56369106 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: NL0000375558
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non- No Action *
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 29 APR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non- No Action *
Voting
10. Authorize the Board of Directors to Mgmt No Action *
acquire own shares
11. Appoint the Auditors to the Company Non- No Action *
Voting
12. Queries Other No Action *
13. Closing Non- No Action *
Voting
2. Approve the Corporate Governance Mgmt No Action *
3. Receive the report of Board of the Mgmt No Action *
Directors over the year 2003
4.A Approve the year account 2003 Mgmt No Action *
4.B Approve the dividend policy Mgmt No Action *
4.C Approve the dividend 2003 Mgmt No Action *
4.D Grant discharge to the Board of Mgmt No Action *
Directors
4.E Grant discharge to the Supervisory Mgmt No Action *
Board
5. Approve the composition of the Mgmt No Action *
Supervisory Board
6. Approve the composition of the Board Mgmt No Action *
of Management
7. Approve the remuneration policy Mgmt No Action *
8. Approve to change the Articles of Mgmt No Action *
Association
9. Approve to designate the Board of Mgmt No Action *
Directors to have power of attorney
to issue ordinary shares and to
restrict or exclude the pre-emptive
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV Agenda: 700522534
CUSIP: N56369106 Meeting Type: AGM
Ticker: Meeting Date: 6/7/2004 ISIN: NL0000375558
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2. Amend the Articles of Association Mgmt For *
3. Questions Other For *
4. Closing Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV Agenda: 700422974
CUSIP: N56369106 Meeting Type: EGM
Ticker: Meeting Date: 11/3/2003 ISIN: NL0000375558
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2. Grant approval to the divinvestment Mgmt For *
of general nutrition Companies
3. Closure Non-
Voting
- -------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV Agenda: 700411313
CUSIP: N56369106 Meeting Type: EGM
Ticker: Meeting Date: 9/23/2003 ISIN: NL0000375558
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non-
Voting
2. Approve the composition of the Board Mgmt For *
of Management
3. Approve the comment on the strategy Mgmt For *
of the Company
4. Closure Non-
Voting
- -------------------------------------------------------------------------------------------------------
DSM NV (FORMERLY NAAMLOZE VENNOOTSCHAP DSM) Agenda: 700463223
CUSIP: N65297199 Meeting Type: AGM
Ticker: Meeting Date: 3/31/2004 ISIN: NL0000009769
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 24 MAR 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non-
Voting
10. Closure Non-
Voting
2. Approve the annual report for 2003 by Mgmt For *
the Managing Board
3.A Approve the annual accounts 2003 Mgmt For *
3.B Grant discharge to the Members of the Mgmt Against *
Board of Management
3.C Grant discharge to the Members of the Mgmt Against *
Supervisory Board
4. Re-appoint the Members of the Mgmt For *
Supervisory Board
5.A Authorize the Board of Management to Mgmt For *
issue shares
5.B Authorize the Board of Management to Mgmt Against *
limit or exclude the pre-emptive
6. Authorize the Managing Board to Mgmt For *
repurchase the Company shares
7. Approve the Corporate governance/ Mgmt For *
Tabaksblat Code
8. Amend the Articles of Association Mgmt For *
9. Any other business Other For *
- -------------------------------------------------------------------------------------------------------
ROYAL DUTCH PETROLEUM CO, DEN HAAG Agenda: 700530098
CUSIP: N76277172 Meeting Type: AGM
Ticker: Meeting Date: 6/28/2004 ISIN: NL0000009470
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 21 JUN 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Approve the balance sheet as at 31 Mgmt For *
DEC 2003, the profit and loss account
for the year 2003 and the notes to
the balance sheet and the profit and
loss account
2.A Approve the finalization of the Mgmt For *
balance sheet as at 31 DEC 2003, the
profit and loss account for the year
2003 and the notes to the balance
sheet and the profit and loss account
2.B Declare the total dividend for the Mgmt For *
year 2003
2.C Grant discharge to the Managing Mgmt For *
Directors in respect of their
management for the year 2003
2.D Grant discharge to the Members of the Mgmt For *
Supervisory Board from their
supervision for the year 2003
3. Appoint Ms. L.Z. Cook as a Managing Mgmt For *
Director
4. Appoint Mrs. Ch. Morin-Postel as a Mgmt For *
Member of the Supervisory Board
5. Appoint Mr. M.A. Van Den Bergh as a Mgmt For *
Member of the Supervisory Board
6. Approve the reduction of the issued Mgmt For *
share capital with a view to
cancellation of the shares acquired
by the Company in its own capital
7. Authorize the Board of Management, Mgmt For *
pursuant to Article 98 of the
Netherlands Civil Code, to acquire
shares in the capital of the Company
- -------------------------------------------------------------------------------------------------------
STMICROELECTRONICS NV Agenda: 700492731
CUSIP: N83574108 Meeting Type: AGM
Ticker: Meeting Date: 4/23/2004 ISIN: NL0000226223
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING # 129963 DUE TO A CHANGE Voting
IN THE AGENDA. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
1. Adopt the annual account for the FY Mgmt For *
2003
10. Approve to change the quorum for the Mgmt Against *
AGM from 1/3 of the issued share
capital to 15% of the issued share
capital
11. Amend the Articles of Association Mgmt For *
relating to the items mentioned under
item 13
12. Approve the Corporate Governance Mgmt For *
2. Grant discharge to the Member of the Mgmt For *
Managing Board
3. Grant discharge to the Member of the Mgmt For *
Supervisory Board
4. Adopt a dividend of EUR 0.12 per Mgmt For *
common share
5. Appoint Mr. Gerald Arbola as a new Mgmt For *
Member of the Supervisory Board for a
term of 3 years; Authority expires
at the next AGM in 2005
6. Appoint Mr. Didier Lombard as a new Mgmt For *
Member of the Supervisory Board for a
term of 3 years; Authority expires
at the next AGM in 2005
7. Approve the compensation to the Mgmt For *
Members of the Supervisory Board
8. Approve the new Employee Stock Mgmt For *
Purchase Plan
9. Authorize the Supervisory Board to Mgmt For *
issue new shares, to grant rights to
subscribe for new shares and to limit
and/or exclude existing shareholders
pre-emptive rights; Authority
expire at the end of 5 years
- -------------------------------------------------------------------------------------------------------
UNILEVER NV Agenda: 700479050
CUSIP: N8981F156 Meeting Type: AGM
Ticker: Meeting Date: 5/12/2004 ISIN: NL0000009348
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS Non-
FOR VOTING AT THIS GENERAL MEETING Voting
ARE RELAXED. BLOCKING PERIOD ENDS ONE
DAY AFTER THE REGISTRATION DATE SET
ON 05 MAY 2004. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Approve the annual report by the Mgmt For *
Executive Board over FY 2003 and the
report of the remuneration
10. Grant authority to purchase own Mgmt For *
11. Authorize the Executive Board to Mgmt For *
restrict the registration time to
exercise vote and meeting rights
12. Questions Other For *
2. Approve to determine the annual Mgmt For *
account and the profit designation
over FY 2003
3. Grant discharge to the Members of Mgmt For *
Executive Board
4. Approve the Corporate Governance and Mgmt For *
amend the Articles of Association
5. Appoint the Member of Executive Board Mgmt For *
6. Appoint a Non-Executive Member Mgmt For *
7. Approve the remuneration of a Non- Mgmt For *
Executive Member
8. Appoint the Auditors Mgmt For *
9. Grant authority to issue own shares Mgmt For *
as body
- -------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM Agenda: 700497781
CUSIP: N9202Y107 Meeting Type: AGM
Ticker: Meeting Date: 5/7/2004 ISIN: NL0000390854
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Opening Non- No Action *
Voting
10. Approve the remuneration policy Mgmt No Action *
11. Approve the Equity Plans Mgmt No Action *
12. Other business Other No Action *
13. Closure Non- No Action *
Voting
2.a Receive the report of the Board of Mgmt No Action *
Management
2.b Receive the report of the Stichting Mgmt No Action *
Administratiekantoor
2.c Approve the annual accounts for 2003 Mgmt No Action *
2.d Approve to make a payment out of the Mgmt No Action *
freely distributable part of the
shareholders equity
3.a Grant discharge to the Board of Mgmt No Action *
Management
3.b Grant discharge to the Supervisory Mgmt No Action *
Board
4. Approve the Corporate Governance Mgmt No Action *
5. Authorize the Board of Management to Mgmt No Action *
issue shares and to limit or exclude
the pre-emptive right
6. Approve the authorization to acquire Mgmt No Action *
certificates of shares of the
7. Appoint the Member of the Supervisory Mgmt No Action *
Board
8. Appoint the Auditor Mgmt No Action *
9. Amend the Articles of Association Mgmt No Action *
- -------------------------------------------------------------------------------------------------------
CIA VALE DO RIO DOCE Agenda: 700482805
CUSIP: P2605D109 Meeting Type: AGM
Ticker: Meeting Date: 4/28/2004 ISIN: BRVALEACNPA3
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PREFERRED SHAREHOLDERS CAN VOTE ON Non-
ITEM 4 Voting
1. Approve to examine and vote upon all Non-
Company documents regarding Voting
operations during FYE 31 DEC 2003
2. Approve to allocate profits Non-
Voting
3. Approve to determine the Director s Non-
salary Voting
4. Elect the Members of the Finance Mgmt For *
Committee and approve to determine
their salary
- -------------------------------------------------------------------------------------------------------
CIA VALE DO RIO DOCE Agenda: 700404027
CUSIP: P2605D109 Meeting Type: EGM
Ticker: Meeting Date: 8/29/2003 ISIN: BRVALEACNPA3
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT PREFERRED Non-
SHAREHOLDERS CAN VOTE ON ALL Voting
RESOLUTIONS
1. Approve, under the terms of Articles Mgmt For *
224TH and 225TH of Law Number
6404/76, the protocols and
justifications for the takeovers of
Celmar S.A. Industria De Celulose
Papel and Ferteco Mineracao S.A.,
full subsidiaries of the Company
2. Approve the appointment of the Mgmt For *
specialized Companies contract to
evaluate the Companies to be taken
3. Approve the respective evaluation Mgmt For *
reports prepared by the specialized
Companies
4. Approve the takeover, without Mgmt For *
increasing the Corporate stock and
without issuing new shares, of Celmar
S.A. Industria De Celulose Papel and
Ferteco Mineracao S.A.
- -------------------------------------------------------------------------------------------------------
BHP BILLITON LTD Agenda: 700418228
CUSIP: Q1498M100 Meeting Type: AGM
Ticker: Meeting Date: 11/13/2003 ISIN: AU000000BHP4
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the financial statements for Mgmt For *
BHP Billiton Limited for the YE 30
JUN 2003, together with the Directors
report and the Auditors report
10. Elect Mr. M Salamon as a Director of Mgmt For *
BHP Billiton PLC
11. Elect Dr. J G Buchanan as a Director Mgmt For *
of BHP Billiton Limited
12. Elect Dr. J G Buchanan as a Director Mgmt For *
of BHP Billiton PLC
13. Re-appointment KPMG Audit PLC and Mgmt For *
PricewaterhouseCoopers LLP as
Auditors of BHP Billiton PLC; and
authorize the Directors to agree
14. Approve that the authority and power Mgmt For *
to allot relevant securities
conferred on the Directors by Article
9 of BHP Billiton PLC s Articles of
Association be renewed for the period
ending on the date of the BHP
Billiton PLC AGM in 2004 or on 23 JAN
2005 whichever is earlier, and for
such period the Section 80 amount
(under the United Kingdom Companies
Act 1985) shall be USD 265,926,499.00
17. Approve the Remuneration Report for Mgmt For *
the YE 30 JUN 2003
18. Approve the grant of Deferred Shares, Mgmt For *
Options and Performance Shares to
Executive Director and Chief
Executive Officer, Mr C W Goodyear,
under the BHP Billiton Limited Group
Incentive Scheme for all purposes,
including for the purpose of ASX
19. Approve the grant of Deferred Shares, Mgmt For *
Options and Performance Shares to
Executive Director and Senior
Minerals Executive, Mr M Salamon,
under the BHP Billiton PLC Group
Incentive Scheme for all purposes,
including for the purpose of ASX
2. Receive the financial statements for Mgmt For *
BHP Billiton PLC for the YE 30 JUN
2003, together with the Directors
report and the Auditors report
3. Re-elect Dr. D C Brink as a Director Mgmt For *
of BHP Billiton Limited
4. Re-elect Dr. D C Brink as a Director Mgmt For *
of BHP Billiton PLC
5. Re-elect Mr. M A Chaney as a Director Mgmt For *
of BHP Billiton Limited
6. Re-elect Mr. M A Chaney as a Director Mgmt For *
of BHP Billiton PLC
7. Re-elect Lord Renwick of Clifton as a Mgmt For *
Director of BHP Billiton Limited
8. Re-elect Lord Renwick of Clifton as a Mgmt For *
Director of BHP Billiton PLC
9. Elect Mr. M Salamon as a Director of Mgmt For *
BHP Billiton Limited
S.15 Approve that the authority and power Mgmt For *
to allot equity securities for cash
conferred on the Directors by Article
9 of BHP Billiton PLC s Articles of
Association be renewed for the period
referred to in such resolution and
for such period the Section 89 amount
(under the United Kingdom Companies
Act 1985) shall be USD 61,703,675.00
S.16 Authorize BHP Billiton PLC, in Mgmt For *
accordance with Article 6 of its
Articles of Association and Section
166 of the United Kingdom Companies
Act 1985, to make market purchases
(as defined in Section 163 of that
Act) of ordinary shares of USD 0.50
nominal value each in the capital of
BHP Billiton PLC (shares) provided
that: a) the maximum aggregate number
of shares hereby authorized to be
purchased shall be 246,814,700, being
10% of issued capital; b) the minimum
price which may be paid for each
share is USD 0.50, being the nominal
value of the shares; c) the maximum
price which may be paid for any share
is not more than 5% above the average
of the middle market quotations for a
share taken from the London Stock
Exchange Daily Official List for the
5 business days immediately preceding
the date of purchase of the shares;
and d) the authority conferred by
this resolution shall, unless renewed
prior to such time, expire on the
earlier of the end of the next AGM of
BHP Billiton to be held in 2004 or on
12 MAY 2005 (provided that BHP
Billiton PLC may enter into a
contract for the purchase of shares
before the expiry of this authority
which would or might be completed
- -------------------------------------------------------------------------------------------------------
BRAMBLES INDUSTRIES LTD Agenda: 700414749
CUSIP: Q17481104 Meeting Type: AGM
Ticker: Meeting Date: 11/18/2003 ISIN: AU000000BIL1
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Directors report, Mgmt For *
Auditors report and the financial
statements for Brambles Industries
Limited for the YE 30 JUN 2003
10. Re-elect Mr. R.C. Milne as a Director Mgmt For *
to the Board of Brambles Industries
Limited, who retires by rotation
11. Re-elect Mr. R.C. Milne as a Director Mgmt For *
to the Board of Brambles Industries
PLC, who retires by rotation
12. Re-appoint PricewaterhouseCoopers LLP Mgmt For *
as the Auditors of Brambles
Industries PLC until the conclusion
of the next general meeting at
which the accounts are laid before
that
13. Authorize the Directors to agree the Mgmt For *
Auditors fees
14. Approve to renew the authority given Mgmt For *
to the Directors, by Article 7 of
Brambles Industries PLC s Articles of
Association, to allot relevant
securities until the end of the AGM
to be held in 2004 and for that
period Section 80 amount shall be AUD
8,812,882
15. Approve to renew the authority given Mgmt For *
to the Directors by Article 7 of
Brambles Industries PLC s Articles of
Association, to allot equity
securities for cash until the end of
the AGM to be held in 2004 and for
that period Section 89 amount shall
be AUD 1,809,355
16. Authorize Brambles Industries PLC to Mgmt For *
make market purchases Section 163(3)
of UK Companies Act 1985 of up to
72,374,235 ordinary shares of 5 pence
each which may be purchased by
Brambles Industries PLC, at a minimum
price of 5 pence and up to 105% of
the average middle market quotations
for such shares derived from the
London Stock Exchange Daily Official
List, over the previous 5 business
days; Authority expires at the end of
the AGM of Brambles Industries PLC in
2004; the Company, before the
expiry, may make a contract to
purchase ordinary shares which will
or may be executed wholly or partly
17. Approve for all purposes, the rules Mgmt For *
of the Brambles Industries Limited
dividend reinvestment plan, including
the Australian Stock Exchange
Listing Rules 7.2 and 10.12
18. Authorize the Directors to: a) Mgmt For *
exercise the power contained in the
Articles of Association of Brambles
Industries PLC so that, to the extent
and in the manner determined by the
Directors, the holders of ordinary
shares in Brambles Industries PLC be
permitted to elect to receive new
ordinary shares, credited as fully
paid, instead of the whole or any
part of any dividends paid by the
Directors or declared by Brambles
Industries PLC in general meeting
during or in respect of any FY of
Brambles Industries PLC ending on or
prior to 30 JUN 2008; and b) to
capitalize an amount equal to the
nominal value of the new ordinary
share falling to be allotted pursuant
to any elections made as aforesaid
out of the amount standing to the
credit of any reserve or fund,
whether or not the same is available
for distribution, as the Director may
determine, to apply such sum in
paying up such ordinary share in full
and to allot such ordinary shares to
the shareholders of Brambles
Industries PLC validly making such
elections in accordance with their
19. Amend the Brambles Industries PLC Mgmt For *
Articles of Association by deleting
the existing paragraph (b) of Article
63 and substituting a new paragraph
2. Receive the reports and the accounts Mgmt For *
for Brambles Industries PLC for the
YE 30 JUN 2003
3. Approve the Brambles remuneration Mgmt For *
report for the YE 30 JUN 2003, as
contained in the Brambles Industries
PLC annual review 2003
4. Re-elect Mr. R.D. Brown as a Director Mgmt For *
to the Board of Brambles Industries
Limited, who retires by rotation
5. Re-elect Mr. R.D. Brown as a Director Mgmt For *
to the Board of Brambles Industries
PLC, who retires by rotation
6. Re-elect Sir. C.K. Chow as a Director Mgmt For *
to the Board of Brambles Industries
Limited, who retires by rotation
7. Re-elect Sir. C.K. Chow as a Director Mgmt For *
to the Board of Brambles Industries
PLC, who retires by rotation
8. Re-elect Sir. David Lees as a Mgmt For *
Director to the Board of Brambles
Industries Limited, who retires by
9. Re-elect Sir. David Lees as a Mgmt For *
Director to the Board of Brambles
Industries PLC, who retires by
- -------------------------------------------------------------------------------------------------------
COLES MYER LTD Agenda: 700427619
CUSIP: Q26203101 Meeting Type: AGM
Ticker: Meeting Date: 11/26/2003 ISIN: AU000000CML1
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the presentation of the Non-
Chairman and the Chief Executive Voting
Officer
2. Approve the financial report of the Non-
Company for the FYE 27 JUL 2003 Voting
together with the Directors and the
Auditor s reports
3.a Re-elect Mr. Richard H. Allert as a Mgmt For *
Director, who retires by rotation
3.b Elect Dr. R. Keith as a Director Mgmt For *
3.c Re-elect Mr. William P. Gurry as a Mgmt For *
Director, who retires by rotation
3.d Re-elect Mr. Anthony G. Hodgson as a Mgmt For *
Director
3.e Elect Ms. Sandra V. Mcphee as a Mgmt For *
Director
3.f Re-elect Mr. Michael Wemms as a Mgmt For *
Director
4. Approve the issue of 1,500,000 Mgmt For *
options to the Managing Director and
Chief Executive Officer, Mr. Johan E.
Fletcher on the specified terms
- -------------------------------------------------------------------------------------------------------
FOSTER S GROUP LTD Agenda: 700413482
CUSIP: Q3944W187 Meeting Type: AGM
Ticker: Meeting Date: 10/27/2003 ISIN: AU000000FGL6
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and consider the concise Non-
financial report and the financial Voting
report (financial statements, notes
and Directors declaration) for the
YE 30 JUN 2003, together with the
consolidated accounts of the Company
and its controlled entities in
accordance with the Corporations Act
2001, and the respective reports of
the Directors and Auditors
1. Re-elect Mrs. M L Cattermole as a Mgmt For *
Director who retires by rotation in
accorance with the Company s
Constitution
2. Approve, as an exception to ASX Mgmt For *
Listing Rule 7.1, the issue of
securities under the Foster s
Employee Share and Option Plan, the
Foster s 2001 International Employee
Share Plan (No.1) and the Foster s
2001 International Employee Share
Plan (No.2)
3. Approve, as an exception to ASX Mgmt For *
Listing Rule 7.1, the issue of
securities under the Foster s Long
Term Incentive Plan
4. Approve, subject to the attainment of Mgmt For *
the relevant performance standards
prescribed under the Foster s Long
Term Incentive Plan (Plan), the
acquisition of rights in respect of
up to a maximum of 558,000 shares in
respect of the 2003/2004 financial
year by Mr. E T Kunkel, President and
Chief Executive Officer of the
Company, under the Plan
- -------------------------------------------------------------------------------------------------------
FOSTER S GROUP LTD Agenda: 700455961
CUSIP: Q3944W187 Meeting Type: OGM
Ticker: Meeting Date: 3/17/2004 ISIN: AU000000FGL6
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve that, for the purposes of Mgmt For *
Section 257C(1) of the Corporations
Act 2001, the buy-back of up to 200
million fully paid ordinary shares in
the Company during the next 12 months
under an on-market buy-back, being in
excess of the 10/12 limit as defined
in Section 257B(4) of the
Corporations Act 2001, as specified
2. Re-elect Mr. Maxwell G. Ould as a Mgmt For *
Director, who retires in accordance
with the Company s Constitution
- -------------------------------------------------------------------------------------------------------
JOHN FAIRFAX HOLDINGS LTD Agenda: 700418139
CUSIP: Q50804105 Meeting Type: AGM
Ticker: Meeting Date: 10/31/2003 ISIN: AU000000FXJ5
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Re-elect Mr. Mark Burrows as a Mgmt For *
Director of the Company
2. Re-elect Mr. Roger Corbett as a Mgmt For *
Director of the Company
3. Re-elect Mr. David Gonski as a Mgmt For *
Director of the Company
4. Re-elect Ms. Margaret Jackson as a Mgmt For *
Director of the Company
5. Re-elect Mr. Ronald Walker as a Mgmt For *
Director of the Company
6. Approve the institutional placement, Mgmt For *
for the purposes of ASX Listing Rules
7.1 and 7.4, being the issue of
110,246,393 ordinary shares in the
Company on or around 23 APR 2003 at
an issue price of AUD 2.77 a share
7. Approve the terms of dividend Mgmt For *
reinvestment Plan, for the purposes
of ASX Listing Rules 7.2
- -------------------------------------------------------------------------------------------------------
NATIONAL AUSTRALIA BANK LTD Agenda: 700434943
CUSIP: Q65336119 Meeting Type: AGM
Ticker: Meeting Date: 12/19/2003 ISIN: AU000000NAB4
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Acknowledge the Chairman s address Mgmt For *
and presentation by the Managing
Director and the Chief Executive
2. Receive and approve the financial Mgmt For *
report and the report of the
Directors for the YE 30 SEP 2003,
together with the Independent Audit
report to the Members of the National
3.1 Re-elect Mr. P.J.B. Duncan as a Mgmt For *
Director, who retires in accordance
with Article 10.3 of the National s
Constitution
3.2 Re-elect Dr. E.D. Tweddell as a Mgmt For *
Director, who retires in accordance
with Article 10.3 of the National s
Constitution
3.3 Re-elect Mrs. C.M. Walter as a Mgmt For *
Director, who retires in accordance
with Article 10.3 of the National s
Constitution
3.4 Appoint Mr. J.M. Stewart as a Mgmt For *
Director in accordance with Article
10.13 of the National s Constitution
3.5 Appoint Mr. J.G. Thorn as a Director Mgmt For *
in accordance with Article 10.13 of
the National s Constitution
4. Approve to grant of options, Mgmt For *
performance rights and shares to the
Managing Director of National
Australian Group Europe Limited, Mr.
J.M. Stewart
5. Approve to grant of options, Mgmt For *
performance rights and shares to the
Managing Driector and Chief Executive
Officer, Mr. F.J. Cicutto
6. Approve: a) the amendment to the Mgmt For *
retirement benefits schemes for the
Non-Executive Directors of the
National and its controlled entities;
and b) the acquisition of an
interest in securities of the
National by or on or on behalf of
such Non-Executive Directors as
determined by the National, who would
otherwise have become entitled to a
payment when they ceased to be a
Director under the relevant
7. Approve to increase maximum Mgmt For *
remuneration by AUD 1,300,000 per
annum to a maximum of AUD 500,000 per
annum, provided by the National to
the Non-Executive Directors of the
National for their services both to
the National and to entities with
which the National is associated
8. Approve the acquisition of an Mgmt For *
interest in securities of the
National by or on behalf of the Non-
Executive Directors under the NED
Non-Executive Director Share Plan
S.9 Approve the terms of the buy-back Mgmt For *
agreements under the selective buy-
back Scheme relating to the 0%
preference shares may in certain
circumstances convert
- -------------------------------------------------------------------------------------------------------
NEWCREST MINING LTD Agenda: 700417175
CUSIP: Q6651B114 Meeting Type: AGM
Ticker: Meeting Date: 10/29/2003 ISIN: AU000000NCM7
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact any other business Non-
Voting
1. Receive and consider the financial Mgmt For *
reports of the Company and its
controlled entities for the YE 30 JUN
2003 and the reports of the
Directors and the Auditors thereon
2.1 Elect Mr. Mick O Leary as a Director Mgmt For *
of the Company
2.2 Re-elect Mr. Ian Johnson as a Mgmt For *
Director, who retires by rotation and
being eligible offers himself for
re-election
2.3 Re-elect Mr. Bryan Davis as a Mgmt For *
Director, who retires by rotation and
being eligible offers himself for
re-election
3. Approve that the aggregate sum per Mgmt For *
annum available for payment to the
Non-Executive Directors of the
Company as remuneration for their
services be increased by AUD200,000
from AUD800,000 up to a maximum sum
of AUD1,000,000 per annum in
accordance with Rule 58 of the
- -------------------------------------------------------------------------------------------------------
QANTAS AIRWAYS LTD Agenda: 700413470
CUSIP: Q77974105 Meeting Type: AGM
Ticker: Meeting Date: 10/16/2003 ISIN: AU000000QAN2
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the financial Mgmt For *
report, the Directors report and the
Independent Auditors report of
Qantas Airways Limited for the FYE 30
2. Questions and Comments on the Mgmt For *
management and audit of Qantas
3.1 Re-elect Mr. Trevor Eastwood as the Mgmt For *
Non-Executive Director of Qantas
Airways Limited, who retires in
accordance with the Constitution
3.2 Re-elect Mr. Jim Kennedy as the Non- Mgmt For *
Executive Director of Qantas Airways
Limited, who retires in accordance
with the Constitution
3.3 Re-elect Mr. Peter Gregg as the Mgmt For *
Executive Director of Qantas Airways
Limited, who retires in accordance
with the Constitution
4.1 Authorize Mr. Geoff Dixon, the Chief Mgmt For *
Executive Officer, pursuant to
Listing Rule 10.14 and under the
terms and conditions of the Qantas
Deferred Share Plan, to participate
in the Qantas Deferred Share Plan
4.2 Authorize Mr. Peter Gregg, the Chief Mgmt For *
Financial Officer, pursuant to
Listing Rule 10.14 and under the
terms and conditions of the Qantas
Deferred Share Plan, to participate
in the Qantas Deferred Share Plan
5. Amend the Constitution of Qantas Mgmt For *
Airways Limited
- -------------------------------------------------------------------------------------------------------
QBE INSURANCE GROUP LTD Agenda: 700464465
CUSIP: Q78063114 Meeting Type: AGM
Ticker: Meeting Date: 4/2/2004 ISIN: AU000000QBE9
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the financial Mgmt For *
reports and the reports of the
Directors and of the Auditor for the
YE 31 DEC 2003
2.a Re-elect Mr. L.F. Bleasel AM as a Mgmt For *
Director of the Company, who retires
in rotation in accordance with Clause
76 of the Company s Constitution
2.b Re-elect Honorable N.F. Greiner AC as Mgmt For *
a Director of the Company, who
retires in rotation in accordance
with Clause 76 of the Company s
3. Approve, for the purpose of ASX Mgmt For *
Listing Rule 10.17 and for all other
purposes, to increase the maximum
aggregate remuneration payable to all
Non-Executive Directors by AUD
700,000 to AUD 2.2 million per FY,
such remuneration to be divided among
the Non-Executive Directors in fixed
sums in such proportions and manner
as they may determine
5. Approve, for the purpose of ASX Mgmt For *
Listing Rule 10.14 and for all other
purposes, the grant to the Chief
Executive Officer, Mr. F.M. O
Halloran of conditional rights over a
maximum of 46,474 unissued ordinary
shares in the Company and an option
to subscribe for a maximum of 123,931
unissued ordinary shares of the
Company and the allotment of ordinary
shares in the Company on satisfaction
of the conditions attached to the
conditional rights and on valid
exercise of the option under the
Senior Executive Equity
S.4 Amend the Company s Constitution, Mgmt For *
subject to the passing of Resolution
3, by inserting the new Clause 79A
regarding the Non-Executive Directors
retirement allowances
- -------------------------------------------------------------------------------------------------------
TELECOM CORPORATION OF NEW ZEALAND LTD Agenda: 700409320
CUSIP: Q89499109 Meeting Type: AGM
Ticker: Meeting Date: 10/9/2003 ISIN: NZTELE0001S4
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Authorize the Directors to fix the Mgmt For *
Auditors remuneration
2. Re-elect Dr. Roderick Deane as a Mgmt For *
Director of the Company
3. Re-elect Mr. Paul Baines as a Mgmt For *
Director of the Company
4. Grant authority to pay the Mgmt For *
remuneration of not more in aggregate
than NZD 1,50,000 per annum to the
Directors of the Company for their
services as Directors of the Company
and its subsidiaries
5. Elect Mr. Lindsay Pyne as a Director Mgmt For *
of the Company
6. Authorize the Company s Board of Mgmt For *
Directors to issue to Ms. Theresa
Gattung during the period to 30 SEP
2006 of up to 500,000 ordinary shares
in the Company, under the
Performance Incentive Scheme
7. Authorize the Company s Board of Mgmt For *
Directors to issue to Ms. Theresa
Gattung during the period to 30 SEP
2006 of up to 1,500,000 options to
acquire ordinary shares in the
Company, under the Performance Option
Scheme
- -------------------------------------------------------------------------------------------------------
WESFARMERS LTD Agenda: 700423786
CUSIP: Q95870103 Meeting Type: AGM
Ticker: Meeting Date: 11/3/2003 ISIN: AU000000WES1
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and consider the financial Non-
statements and the reports of the Voting
Directors and of the Auditors for the
YE 30 JUN 2003
1.a Re-elect Mrs. P.A. Cross as a Mgmt For *
1.b Re-elect Mr. T.J. Flugge as a Mgmt For *
Director, who retires in accordance
with the Company s Constitution
1.c Re-elect Mr. L.A. Giglia as a Mgmt For *
Director, who retires in accordance
with the Company s Constitution
1.d Re-elect Mr. C. Macek as a Director, Mgmt For *
who retires in accordance with the
Company s Constitution
S.2 Amend the Company s Constitution Mgmt For *
- -------------------------------------------------------------------------------------------------------
WESFARMERS LTD Agenda: 700430820
CUSIP: Q95870103 Meeting Type: OGM
Ticker: Meeting Date: 12/5/2003 ISIN: AU000000WES1
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve, subject to the receipt from Mgmt For *
the Australian Taxation Office of a
Class Ruling, and in accordance with
Section 256C(1) of the Corporations
Act 2001, to reduce the share capital
of the Company by paying the sum of
AUD 2.50 per fully paid ordinary
share on issue on the Record date to
each holder of fully paid ordinary
shares in the Company on the Record
- -------------------------------------------------------------------------------------------------------
WMC RESOURCES LTD Agenda: 700465203
CUSIP: Q9737U106 Meeting Type: AGM
Ticker: Meeting Date: 4/6/2004 ISIN: AU000000WMR6
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and approve the financial Non-
report and the reports of the Voting
Directors and of the Auditor for the
YE 31 DEC 2003
1.a Re-elect Mr. P.J. Knight as a Mgmt For *
Director, who retires by rotation in
accordance with the Company s
Constitution
1.b Re-elect Mr. I.E. Webber as a Mgmt For *
Director, who retires by rotation in
accordance with the Company s
Constitution
1.c Elect Mr. G.W. McGregor as a Mgmt For *
Director, who retires in accordance
with the Company s Constitution
1.d Elect Mr. G.J. Pizzey as a Director, Mgmt For *
who retires in accordance with the
Company s Constitution
- -------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP Agenda: 700431226
CUSIP: Q97417101 Meeting Type: AGM
Ticker: Meeting Date: 12/11/2003 ISIN: AU000000WBC1
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the annual Non-
financial report, Directors report Voting
and Auditors report of Westpac for
the YE 30 SEP 2003
2.a Re-elect Ms. Helen Ann Lynch who Mgmt For *
retires in accordance with Articles
9.2 and 9.3 of the Constitution, as a
Director of Westpac Banking
2.b Elect Ms. Carolyn Judith Hewson, Mgmt For *
being a Director appointed since last
AGM and who offers herself for
election pursuant to Article 9.7 of
the Constitution, as a Director of
Westpac Banking Corporation
2.c Elect Mr. Peter David Wilson, being a Mgmt For *
Director appointed since last AGM
and who offers himself for election
pursuant to Article 9.7 of the
Constitution, as a Director of
Westpac Banking Corporation
3. Approve (a) for all purposes under Mgmt For *
the Listing Rules of the ASX Limited
for: (i) the grant of performance
options to Dr David Raymond Morgan,
in three tranches of 713,000 options
each, on 01 MAR 2004, 01 MAR 2005 and
01 MAR 2006 and a fourth tranche of
594,167 options on 01 DEC 2006, to
subscribe for or acquire a total of
2,733,167 fully paid ordinary shares
in the capital of Westpac Banking
Corporation. Performance options will
be exercisable at the volume weighted
average price per share of Westpac
Banking Corporation shares on the ASX
Limited over the five trading days
before the date of grant of the
relevant tranche, subject to and in
accordance with the terms of the
Chief Executive Securities Agreement
2003; (ii) the grant of options
(being performance share rights) to
Dr Davis Raymond Morgan in three
tranches of 218,000 performance share
rights each on 01 MAR 2004, 01 MAR
2005, 01 MAR 2006 and a fourth
tranche of 181,667 performance share
rights on 01 DEC 2006, to subscribe
for or acquire a total of 835,667
fully paid ordinary shares in the
capital of Westpac Banking
Corporation for no monetary payment,
subject to and in accordance with the
terms of the Agreement; and (iii) the
allotment to Dr David Raymond Morgan
of a maximum of 3,568,834 fully paid
ordinary shares in the capital
Westpac Banking Corporation upon the
valid exercise of the options
described in paragraphs (i) and (ii)
subject to and in accordance with the
terms of the Agreement, (b) for all
purposes under the Corporation Act
2001 to permit Westpac Banking
Corporation to give effect to the
Chief Executive Securities Agreement
2003, pursuant to which Dr David
Raymond Morgan will be granted
options to subscribe for or acquire a
maximum of 3,568,834 fully paid
ordinary shares in the capital of
Westpac Banking Corporation,
exercisable subject to and in
accordance with the terms of
4. Increase the yearly maximum sum Mgmt For *
available to the Non-executive
Directors of Westpac Banking
Corporation as remuneration for their
services form AUD 1.5 million to AUD
2.5 million, form the year
commencing 01 JAN 2004, to be divided
amongst them in a manner they may
5. Consider and approve that (a) Westpac Mgmt For *
Banking Corporation grant to each
Director and former Director of
Westpac who, at Westpac s request,
holds office as a trustee of the
Westpac Foundation, being an
indemnity upon or substantially in
accordance with terms in the form of
the deed; (b) Westpac execute and
deliver to each indemnified Director
a deed in or substantially to the
effect of the form of the deed; (c)
approval be given to the due
performance by Westpac of each deed
so executed and delivered to such
Indemnified Director; (d) Westpac
give to each Indemnified Director all
financial benefits involved in the
execution and the performance by
Westpac of a deed so executed and
delivered to the Indemnified Director
- -------------------------------------------------------------------------------------------------------
WOOLWORTHS LTD Agenda: 700424170
CUSIP: Q98418108 Meeting Type: AGM
Ticker: Meeting Date: 11/21/2003 ISIN: AU000000WOW2
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the financial Mgmt For *
reports of the Company and the
consolidated entity and the
declaration by the Directors and
reports of the Directors and the
Auditors thereon for the financial
period ended 29 JUN 2003
2.a Re-elect Mr. James Alexander Strong Mgmt For *
as a Director, who retires by
rotation in accordance with Article
10.3 of the Company s Constitution
2.b Re-elect Dr. Roderick Sheldon Deane Mgmt For *
as a Director, who retires by
rotation in accordance with Article
10.3 of the Company s Constitution
S.3 Approve to alter Company s Mgmt For *
Constitution by: a) inserting new
Articles 5.12 to 5.19, both
inclusive, relating to take-over
approval provisions on the same terms
as Articles 5.12 to 5.19, both
inclusive, of the Constitution which
will cease to apply from 21 NOV 2003
and; b) inserting in Article 1.1 the
new definition of notice; c) by
capitalizing Notice where it appears
in the Constitution in relation to
any notice that may be given by the
Company to any Member Director or any
other person
- -------------------------------------------------------------------------------------------------------
DNB NOR ASA Agenda: 700486360
CUSIP: R1812S105 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: NO0010031479
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
1. Amend the Articles of Association Mgmt For *
2. Elect 10 Members to the Supervisory Mgmt For *
Board
3. Elect 1 Deputy to Control Committee Mgmt For *
4. Elect 4 Members to the Election Mgmt For *
Committee
5. Approve the 2003 annual report and Mgmt For *
accounts including the distribution
of dividends
6. Approve the Statutory Auditors Mgmt For *
remuneration
7. Approve the remuneration Mgmt For *
8. Approve the renewal of Power of Mgmt For *
Attorney to re-purchase own shares
9. PLEASE NOTE THAT THIS IS A Shr Abstain *
SHAREHOLDER PROPOSAL: Approve the
matters presented by a shareholder
- -------------------------------------------------------------------------------------------------------
NORSK HYDRO A S Agenda: 700503940
CUSIP: R61115102 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: NO0005052605
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
1. Approve the annual accounts and the Mgmt For *
report for 2003 for Norsk Hydro ASA
and the Group and the payment of
dividend
2. Approve the remuneration to the Mgmt For *
3. Approve to change the Company s Mgmt For *
Articles of Association 7
4. Elect the Members and Deputies to the Mgmt For *
Corporate Assembly
5. Approve the remuneration to the Mgmt Abstain *
Corporate Assembly
6. Approve the buy-back of own shares Mgmt For *
7. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against *
SHAREHOLDER PROPOSAL: approve the
bonus schemes shall not form part of
the President and CEO s remuneration
- -------------------------------------------------------------------------------------------------------
NORSK HYDRO A S Agenda: 700438460
CUSIP: R61115102 Meeting Type: EGM
Ticker: Meeting Date: 1/15/2004 ISIN: NO0005052605
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to reduce the share capital Mgmt For *
of the Company by NOK 52,844,440 from
NOK 5,331,933,000 to NOK
5,279,088,560 following the
cancellation of 1,484,300 treasury
shares and the redemption of
1,157,922 shares owned by the state
represented by the Ministry of Trade
and Industry against payment of a sum
of NOK 444,958,166 to the state,
represented by the ministry of Trade
2. Approve the demerger Plan dated 28 Mgmt For *
NOV 2003
3. Approve to replace the current board Mgmt For *
of AgriHold by a new Board on the
date when the demerger is registered
and comes in to force
4. Approve to select four Members to the Mgmt For *
election Committee of AgriHold ASA
5. Approve the granting of authority to Mgmt For *
AgriHold s new Board to increase
AgriHold s share capital by issuing
up to 15 million new shares
- -------------------------------------------------------------------------------------------------------
ORKLA ASA Agenda: 700478375
CUSIP: R67787102 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: NO0003733800
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Approve the annual accounts for 2003 Mgmt For *
for Orkla ASA and the Orkla Group and
the annual report of the Board of
Directors; approval of a share
dividend for 2003 of NOK 29 per
share, except for shares owned by the
2. Approve to reduce the capital by Mgmt For *
redemption of the Company s own
3. Grant authority to acquire the Mgmt For *
Company s own shares
4. Elect the Members and the Deputy Mgmt For *
Members to the Corporate assembly
5. Approve the remuneration for the Mgmt For *
corporate assembly s Members and the
Deputy Members
6. Elect 2 Members to the Nominating Mgmt For *
Committee, CFR. Article 18 of the
Article of Association
7. Approve the Auditor s remuneration Mgmt For *
- -------------------------------------------------------------------------------------------------------
NORSKE SKOGINDUSTRIER ASA Agenda: 700472638
CUSIP: R80036115 Meeting Type: AGM
Ticker: Meeting Date: 4/15/2004 ISIN: NO0004135633
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT A BENEFICIAL OWNER SIGNED Voting
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 to adopt the annual report Mgmt For *
and the accounts for 2003 of Norske
Skogindustrier ASA and the Group
2. Approve to allocate the annual profit Mgmt For *
for 2003, including distribution of
dividend for Norske Skogindustrier
3. Approve to determine the remuneration Mgmt For *
of the Members of the Corporate
Assembly
4. Approve the Auditors fee Mgmt For *
5. Elect a new Auditor Mgmt For *
6. Elect the Members and the Deputy Mgmt For *
Members of the Corporate Assembly
7. Elect 3 Members to the Election Mgmt For *
Committee
8. Authorize the Board of Directors to Mgmt For *
purchase the Company s own shares
- -------------------------------------------------------------------------------------------------------
TELENOR ASA Agenda: 700501768
CUSIP: R89923107 Meeting Type: AGM
Ticker: Meeting Date: 5/6/2004 ISIN: NO0010063308
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Approve the notice of the AGM Mgmt For *
2. Elect an representative to sign the Mgmt For *
minutes of the AGM, together with the
Chairman of the meeting
3. Approve the annual accounts and the Mgmt For *
annual report for the FY 2003; the
Board of Directors proposes that a
dividend of NOK1.00 per share be
paid; and the dividend is payable to
the Company s shareholders as of 06
MAY 2004
4. Approve the remuneration to the Mgmt For *
Company s Auditor
5. Approve to reduce the share capital Mgmt For *
by canceling of own shares as well as
redemption of shares owned by the
Kingdom of Norway
6.1 Authorize the Board to increase the Mgmt Against *
share capital
6.2 Approve the acquisition of own shares Mgmt For *
- -------------------------------------------------------------------------------------------------------
YARA INTL ASA Agenda: 700524475
CUSIP: R9900C106 Meeting Type: EGM
Ticker: Meeting Date: 6/16/2004 ISIN: NO0010208051
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
1. Elect the Chairperson of the Meeting Mgmt For *
and a person to co-sign the minutes
of the EGM
2. Approve the remuneration to the Mgmt For *
Members of the Board and the
3. Approve the Power of Attorney to Mgmt For *
purchase own shares; under this
authorization the Board may buy back
up to 15,972,130 of the Company s own
shares 5% over the 18 months period
commencing 16 JUN 2004 within in the
price range from NOK 25 to NOK 7; if
the Board decides that the shares
acquired shall be used for capital
reduction by cancellation of shares
it is a precondition that an
agreement is entered into with the
Norwegian State securing that the
State s ownership presently 36,21% is
not affected as a result of this
- -------------------------------------------------------------------------------------------------------
ANGLOGOLD ASHANTI LTD Agenda: 700472424
CUSIP: S04255196 Meeting Type: AGM
Ticker: Meeting Date: 4/29/2004 ISIN: ZAE000043485
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Adopt the financial statements Mgmt For *
2. Re-elect Mr. J.G. Best as a Director Mgmt For *
3. Re-elect Mrs. E le R. Bradley as a Mgmt For *
Director
4. Re-elect Mr. A.J. Trahar as a Mgmt For *
5. Approve the placement of unissued Mgmt For *
shares under the control of the
Directors
6. Grant authority to issue shares for Mgmt For *
cash
S.7 Approve the increase in Directors Mgmt For *
remuneration
S.8 Grant authority to acquire the Mgmt For *
Company s own shares
- -------------------------------------------------------------------------------------------------------
ANGLOGOLD ASHANTI LTD Agenda: 700471319
CUSIP: S04255196 Meeting Type: AGM
Ticker: Meeting Date: 4/8/2004 ISIN: ZAE000043485
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN ORDINARY Non-
GENERAL MEETING. THANK YOU. Voting
S.1 Approve the entire issued share Mgmt For *
capital of Ashanti Goldfields Company
limited be entered into between
Ashanti and its Members and change
the name of Anglogold Limited to
Anglogold Ashanti Limited
- -------------------------------------------------------------------------------------------------------
ANGLOGOLD ASHANTI LTD Agenda: 700556511
CUSIP: S04255196 Meeting Type: OGM
Ticker: Meeting Date: 6/29/2004 ISIN: ZAE000043485
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1.O.1 Authorize the Directors of the Mgmt No Action *
Company to allot and issue a maximum
of 15,384,615 ordinary shares of 25
cents each in the authorized but
unissued share capital of the Company
for the purposes of the conversion
of the USD 1,000,000,000, 2.375%
guaranteed convertible bonds issued
by AngloGold Holdings PLC
2.O.2 Authorize the Directors of the Mgmt No Action *
Company, subject to the provisions of
the Companies Act Act 61 of 1973, as
amended, and the listings
requirements of the JSE Securities
Exchange South Africa, to allot and
issue up to 10% of the authorized but
unissued ordinary shares of 25 cents
each in the share capital of the
Company, remaining after setting
aside so many ordinary shares of 25
cents each as may be required to be
allotted and issued by the Company
pursuant to the AngloGold Limited
share Incentive Scheme and for the
purposes of the conversion of the USD
1,000,000,000, 2.375% guaranteed
convertible bonds issued by AngloGold
3.O.3 Authorize the Directors of the Mgmt No Action *
Company, subject to the passing of
Resolution 2.O.2 and the listing
requirements of the JSE Securities
Exchange South Africa, to issue to
public shareholders, the authorized
but unissued shares of 25 cents each
in the share capital of the Company
which were placed under the control
of the Directors as a general
authority in terms of Resolution
2.O.2, not exceeding in aggregate 10%
of the number of shares of the
Company s unissued ordinary share
capital, at the maximum permitted
discount of 10% of the weighted
average traded price of the ordinary
shares on the JSE, over the 30 days
prior to the date that the price of
the issue is determined by the
Directors; Authority expires the
earlier of the next AGM of the
Company, or 15 months; a paid press
announcement giving full details,
including the impact on the net asset
value and earnings per share, will be
published at the time of any issue of
shares representing, on a cumulative
basis within one year, 5% or more of
the number of the Company s issued
shares prior to any such issue; this
authority includes the issue of
shares arising from any options or
convertible securities
- -------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD Agenda: 700417062
CUSIP: S31755101 Meeting Type: AGM
Ticker: Meeting Date: 11/18/2003 ISIN: ZAE000018123
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the financial Mgmt For *
statements for the YE 30 JUN 2003
2.1 Re-elect Mr. J.M. McMohan as a Mgmt For *
2.2 Re-elect Mr. B.R. Van Rooyen as a Mgmt For *
Director
2.3 Re-elect Mr. J.M. C.I. Von as a Mgmt For *
Director
2.4 Re-elect Mr. A.J. Wright as a Mgmt For *
3.S1 Authorize the Directors to approve Mgmt For *
the purchase of its own shares by the
Company or any of the Company s
subsidiaries acquiring shares in the
Company or any holding Company of the
Company s and the purchase of shares
by the Company in any holding Company
of the Company, not exceeding in
aggregate 20% of the relevant
Company s issued share capital of
that class at the time the authority
is granted, at a price of no more
than 10% above the weighted average
market value of the securities over
the previous 5 business days;
Authority expires at the end of 15
months; a paid press announcement
will be published when the Company
has acquired, on a cumulative basis,
3% of the initial number of the
relevant class of securities and for
each 3% in aggregate of the initial
number of
4.O1 Approve to place the entire Mgmt Against *
authorized but unissued share capital
of the Company under the control of
the Directors of the Company, after
setting aside so many shares as may
be required to be allotted and issued
by the Company in terms of GF
Management Incentive Scheme and the
GF Non-Executive Director Share Plan,
and authorize the Directors, subject
to Section 221 and 222 of the
Companies Act, 61 of 1973, as amended
and the listing requirements of the
JSE Securities Exchange of South
Africa, to allot and issue all or
part thereof in their discretion;
Authority expires at the next AGM of
5.O2 Authorize the Directors of the Mgmt For *
Company, pursuant to the Articles of
Association of the Company and
subject to the listing requirements
of the JSE Securities Exchange South
Africa and subject to the Companies
Act, 61 of 1973, as amended, to allot
and issue ordinary shares to public
shareholders and not to related
parties ordinary shares for cash, not
exceeding in aggregate in any one FY,
15% of the Company s issued ordinary
share capital at the maximum
permitted discount of 10% of the
average closing price of such shares
over the 30 days prior to the date
that the price of the issue is
determined or agreed by the Directors
of the Company; Authority expires the
earlier of the next AGM or 15 months;
a press announcement giving full
details, including the impact on net
asset value and earnings per share,
will be published at the time of any
issue representing, on a cumulative
basis within one FY, 5% or more of
the number of shares in issue prior
to the issue
- -------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD Agenda: 700457030
CUSIP: S31755101 Meeting Type: OGM
Ticker: Meeting Date: 3/8/2004 ISIN: ZAE000018123
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the allotment and issue by Mgmt For *
the Board of Directors of GFI Mining
South Africa Limited of new ordinary
shares with a par value of ZAR 1.00
each, representing 15 per cent of the
issued ordinary share capital of
GFI-SA, for an aggregate subscription
price of ZAR 4 139 million, to
Mvelaphanda Gold terms of the
specific issue of shares for cash,
details of which are reflected in the
circular to which this notice is
attached and in accordance with
section 5.51 of the Listing
Requirements of the JSE Securities
2. Authorize the Board of Directors of Mgmt For *
the Company in terms of Section 221
of the Companies Act 1973, to allot
and issue new ordinary shares with a
par value of 50 cents each in the
share capital of the Company to Mvela
Gold or to Micawber 325 or to the
Mezzanine Financiers if ordinary
shares in GFI-SA are sold to the
Company pursuant to the Company
exercising its right of call in
respect of such shares or pursuant to
Mvela Gold or Mezz SPV or the
Mezzanine Financiers, as the case may
be, exercising the right to put
3. Authorize any member of the Board of Mgmt For *
Directors of the Company to sign all
such documents and do all such things
as may be necessary for or incidently
to the implementation of ordinary
resolutions number 1 and 2 including
exercising their votes at any general
meeting of GFI-SA in favor of any
resolution specifically authorizing
the allotment and issue of new
ordinary shares in GFI-SA to Mvela
Gold or to Mezz SPV or to the
Mezzanine Financiers, as the case may
be, in terms of Sections 221 of the
Companies Act
- -------------------------------------------------------------------------------------------------------
IMPALA PLATINUM HOLDINGS LTD Agenda: 700410258
CUSIP: S37840105 Meeting Type: OGM
Ticker: Meeting Date: 10/22/2003 ISIN: ZAE000003554
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THIS IS AN ANNUAL GENERAL Non-
MEETING. THANK YOU. Voting
1.O.1 Receive and approve the financial Mgmt For *
statements for the YE 30 JUN 2003
2O2.1 Appoint Mr. T.V. Mokgatlha as a Mgmt For *
Director of the Company
2O2.2 Appoint Mr. L.J. Paton as a Director Mgmt For *
of the Company
303.4 Re-elect Mr. D.M. O Connor as a Mgmt For *
Director, who retires by rotation in
terms with the Articles of
3O3.1 Re-elect Ms. M.V. Mennell as a Mgmt For *
Director, who retires by rotation in
terms with the Articles of
3O3.2 Re-elect Mr. D.H. Brown as a Mgmt For *
Director, who retires by rotation in
terms with the Articles of
3O3.3 Re-elect Mr. K.C. Rumble as a Mgmt For *
Director, who retires by rotation in
terms with the Articles of
4.O.4 Approve to determine the remuneration Mgmt For *
of the Directors
5.O.5 Approve to place the authorized but Mgmt For *
unissued share in the capital of the
Company under the control of the
Directors of the Company and
authorize the Directors to allot,
issue and otherwise dispose of to
such persons, subject to the
provisions of the Companies Act
6.O.6 Authorize the Directors, subject to Mgmt Against *
compliance with the listing
requirements of the JSE Securities
Exchange South Africa JSE, to allot
and issue to public shareholders
unissued ordinary shares in the
capital of the Company for cash, not
exceeding in aggregate in any 1 FY
15% of the number of shares of the
Company s issued ordinary share
capital at a maximum permitted
discount of 10% of the average
closing price on the JSE of such
shares over the 30 previous days of
the press announcement or, where no
announcement is required, the date of
issue of such shares; Authority
expires the earlier of the next AGM
or 15 months from the date of this
AGM; a press announcement giving
full details, including the impact on
net asset value and earnings per
share, will be published at the time
of any issue representing, on a
cumulative basis within 1 FY, 5% or
more of the number of shares in issue
7.O.7 Approve the amendments to the Deed of Mgmt Against *
the Implants Share Incentive Trust
8.S.1 Amend the Company s Articles of Mgmt For *
Association by: a) substituting
Article words 13.1; and b) deleting
Article 16.7.1 and substituting it
with a new Article 16.7.1
8.S.2 Authorize the Company and/or its Mgmt For *
subsidiaries to, a) acquire 20 cents
each ordinary shares issued by the
Company, in terms of Section 85 and
89 of the Companies Act No. 61 of
1973 and in terms of the Listing
Requirements from time to time of the
JSE Securities Exchange South Africa
Listing Requirements; and/or b)
conclude derivative transactions
which may result in the purchase of
ordinary shares in terms of the
Listing Requirements, it being
recorded that such Listing
Requirement currently require, inter
alia, that: authorize the Company to
purchase ordinary shares of up 10% of
the Company s issued ordinary share
capital, at a price of no more than
10% above the weighted average market
value of such shares over the
previous 5 business days; Authority
expires the earlier of the next AGM
or 15 months; an announcement will
be published when the Company has
purchase, on a cumulative basis, 3%
of the number of the ordinary shares
in issue and for each 3% in aggregate
of the initial number of that class
acquired thereafter
- -------------------------------------------------------------------------------------------------------
SAPPI LTD Agenda: 700448740
CUSIP: S73544108 Meeting Type: AGM
Ticker: Meeting Date: 3/1/2004 ISIN: ZAE000006284
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Receive and approve the financial Non-
statements for the YE 30 SEP 2003 Voting
1.1 Appoint Jonathan Charles Alexander Mgmt For *
Leslie as a Director
1.2 Appoint H.C.J. Mamach as a Director Mgmt For *
2.1 Re-elect Mr. M.R. Haymon as a Mgmt For *
2.2 Re-elect Mr. Eugene van As as a Mgmt For *
Director
2.3 Re-elect Mr. D.G. Wilson as a Mgmt For *
3.S1 Authorize Sappi and Sappi s Mgmt For *
subsidiaries to acquire shares of the
Company, in terms of Section 85 and
89 of the Companies Act 1973, as
amended, and of the Listing
Requirements of the JSE Securities
Exchange South Africa JSE from time
to time, which Listing Requirements
currently provide inter alia,
provided that: (a) any such
acquisition of ordinary shares shall
be implemented on the open market on
the JSE; Authority will expire the
earlier of 15 months from the passing
of this resolution or the conclusion
of the next AGM; (b) a paid press
announcement will be published as
soon as the Company has acquired
ordinary shares constituting, on a
cumulative basis, 3% of the number of
ordinary shares in issue prior to the
acquisition pursuant to which the 3%
threshold is reached, which
announcement shall contain full
details of such acquisitions; (c)
acquisitions of ordinary shares in
the aggregate in any one financial
year may not exceed 10% of the
Company s issued ordinary share
capital from the date of the grant of
this general authority; and (d) in
determining the price at which the
Company s ordinary shares are
acquired by the Company in terms of
this general authority, the maximum
premium at which such ordinary shares
may be acquired will be 10% of the
weighted average of the market price
at which such ordinary shares are
traded on the JSE, as determined over
the 5 business days immediately
4.O1 Grant authority to any subsidiary of Mgmt For *
Sappi Limited to sell and transfer to
the Sappi Limited Share Incentive
Scheme Scheme that number of the
Sappi shares repurchased by that
Sappi subsidiary but not exceeding
17,930,392 shares, being the maximum
number of shares available to the
Scheme as may be required by the
Scheme from time to time once a
participant or group of participants
to whom the shares will be allocated
has been formally identified, at the
price at which the participant or
group of participants is allowed to
subscribe for shares, subject to the
provisions of the Companies Act 61 of
1973 and the Listing Requirements of
the JSE Securities Exchange South
Africa
5.O2 Approve to place all the unissued Mgmt Against *
ordinary shares in the authorized
share capital of the Company under
the control of the Directors of the
Company, subject to the provisions of
Sections 221 and 222 of the
Companies Act 61 of 1973
6.O3 Authorize the Directors to sign all Mgmt For *
documents and do all such things
necessary to implement the
- -------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda: 700493543
CUSIP: T3643A145 Meeting Type: MIX
Ticker: Meeting Date: 5/25/2004 ISIN: IT0003132476
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING Non-
DOES NOT REACH QUORUM, THERE WILL BE Voting
A SECOND CALL ON 26 MAY 2004 AND A
THIRD CALL ON 28 MAY 2004.
CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS
AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET OR THE MEETING IS
E.1 Amend the Articles 2.1, 11.2, 12.2, Mgmt For *
13, 16.1, 17.2, 17.3, 19.3 and 23 of
Eni by-laws pursuant to the
Legislative Decree No. 6 dated 17 JAN
2003
E.2 Amend Articles 17.3, 19.1 and 28.1 of Mgmt For *
Eni by-laws
O.1 Receive the financial statement and Mgmt For *
the consolidated financial statement
at 31 DEC 2003 and also the Board of
Directors and the Auditors report
O.2 Approve the allocation of net income Mgmt For *
O.3 Grant authority to purchase Eni Mgmt For *
O.4 Appoint the Independent Auditors for Mgmt For *
the three-year period 2004-2006
O.5 Amendment to Article 2.1 of Eni Mgmt For *
S.p.A. s Shareholders Meeting
O.6 Approve the emoluments of the Mgmt For *
- -------------------------------------------------------------------------------------------------------
MEDIASET SPA Agenda: 700475292
CUSIP: T6688Q107 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: IT0001063210
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING
Non- DOES NOT REACH QUORUM, THERE
WILL BE Voting A SECOND CALL ON 28
APR 2004. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS
AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE
QUORUM IS MET OR THE MEETING IS
E.1 Amend to the Articles of Association Mgmt For *
O.1 Approve the financial statement, Mgmt For *
Consolidated financial statement,
Board of Directors and Auditors
Report of 31 DEC 2003 and any
adjournment thereof
O.2 Authorize to buy back of shares and Mgmt For *
any adjournment thereof
- -------------------------------------------------------------------------------------------------------
ATLAS COPCO AB Agenda: 700477892
CUSIP: W10020118 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: SE0000101032
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Opening of the meeting and election Non-
of the Chairman to preside at the Voting
A. Approve the profit and loss account Mgmt For *
and the balance sheet as well as the
consolidated profit and loss account
and the consolidated balance sheet
B. Grant discharge to the Board Members Mgmt For *
and the President from liability
C. Approve to allocate the Company s Mgmt For *
profit according to the approved
balance sheet by paying a dividend of
SEK 7:50 per share to the
D. Approve that the record day for Mgmt For *
receiving dividend be 30 APR 2004 and
the dividend be distributed by VPC
AB on 05 MAY 2004
E. Approve that 9 ordinary Board Members Mgmt For *
and no Deputies are elected
F.1 Re-elect Mr. Sune Carlsson as the Mgmt For *
Board Member
F.2 Re-elect Mr. Jacob Wallenberg as the Mgmt For *
Board Member
F.3 Re-elect Mr. Gunnar Brock as the Mgmt For *
Board Member
F.4 Re-elect Mr. Staffan Boman as the Mgmt For *
Board Member
F.5 Re-elect Mr. Kurt Hellstrom as the Mgmt For *
Board Member
F.6 Re-elect Mr. Thomas Leysen as the Mgmt For *
Board Member
F.7 Re-elect Mr. Ulla Litzen as the Board Mgmt For *
Member
F.8 Re-elect Mr. Anders Ullberg as the Mgmt For *
Board Member
F.9 Elect Mr. Grace Reksten Skaugen as a Mgmt For *
new member of the Board
G. Approve the Board remuneration of SEK Mgmt For *
3,000,000 as well as a remuneration
for Board Committee work of SEK
500,000 to be distributed in
accordance with the Board s
discretion to the Board Members
elected by the Meeting and not
H. Approve the application for 2004 of Mgmt For *
the 2000-2005 Stock Option Plan/Share
Appreciation Rights Plan and
authorize the Board of Directors to
grant stock options/share
appreciation rights to the key
employees in the Group without
monetary compensation in accordance
with the rules specified below and
that primarily, stock options be
granted and only if legal or tax
restraints exist in a certain country
the granting of share appreciation
rights may take place and each stock
option will entitle the holder to
acquire one Series A share in Atlas
Copco AB Company at a pre- determined
exercise price and each share
appreciation right will give the
right to a cash amount equal to the
difference between the price of the
Series A share at exercise and a
fixed initial price grant value and
that the exercise price/grant value
be equal to 110% of the average price
of the Series A share traded at the
Stockholm Stock Exchange during a
period of 10 trading days immediately
after the meeting and the stock
options/share appreciation rights
will have a term of six years, become
exercisable with 1/3 per year from
the year after the grant date and are
not transferable and if employment in
the Group is terminated, unvested
stock options/share appreciation
rights expire immediately and vested
stock options/share appreciation
rights after 3 months and the stock
options will give the right to
acquire already issued shares and
there neither be any dilution of the
number of issued shares nor of the
voting rights of the issued shares of
the Company and that the total number
of stock options and share
appreciation rights correspond to
maximum 950,000 shares and the grants
be given to maximum 300 key employees
in the Atlas Copco Group in
accordance with the following
principles: category 1, CEO, 22,112
stock options; category 2, Business
Area Executives 4 employees, 11,056
stock options/share appreciation
rights per person; category 3, other
Group Executives and Division
Presidents 21 persons, 5,528 stock
options/share appreciation rights per
person; category 4, key employees
274 persons, 2,764 stock
options/share appreciation rights per
person; and authorize the Board of
Directors to decide which employees
be included in these categories,
based on position, performance and
contributions made; and approve that
the granting to persons from outside
of Sweden will be based on the
prerequisites that such grants are
legally permitted and that the Board
judges that it can be done with
reasonable administrative and/or
financial efforts and that the Board
Members, except for CEO, are not
allowed to participate in the stock
option/share appreciation rights
plans; and in order to secure that
the Company can fulfill its
commitment regarding the delivery of
shares for the stock options and pay
for cash settlement of the share
appreciation rights in accordance
with the proposed program and also to
secure possible future cash flow
impacts due to social fee payments
that may be caused by the stock
options/share appreciation rights,
approve to: authorize the Board to
enter into agreement(s) with external
financial institution(s) to the
effect that the Company will minimize
the economic risk caused by a change
in the share price during the term of
the stock options/share appreciation
rights and that the availability of
shares corresponding to the stock
option contracts entered into is
secured where the
I. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to
change Section 4 of the Articles of
Association with the effect that the
difference between Series A shares
and Series B shares is abolished
after which all shares shall have
J. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve to
change the Articles of Association
with the effect that only one series
of shares can be issued and that
conversion of Series B shares to
Series A shares takes place and
change the Articles of Association
with the effect that Series B shares
can be converted to Series A shares
and approve, alternative to the
previous proposal, to authorize the
Board to formulate a proposal with
the effect that the problem relating
to the difference in pricing between
the two series of shares in the
K. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Appoint a
Nomination Committee that consists 3
to 5 from the Company independent
members who should represent the
owners at the meeting and that 1
member representing the small
shareholders be part of the Committee
L. PLEASE NOTE THAT THIS IS A Shr For *
SHAREHOLDER PROPOSAL: Approve that
the nomination process continues in
such a way that four of the major
shareholders elect on representative
each during the fourth quarter of
- -------------------------------------------------------------------------------------------------------
HOLMEN AB Agenda: 700459971
CUSIP: W24045127 Meeting Type: OGM
Ticker: Meeting Date: 3/30/2004 ISIN: SE0000109290
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Opening of the meeting Non- No Action *
Voting
A. Approve to adopt the income statement Mgmt No Action *
and the balance sheet, and of the
consolidated income statement and the
consolidated balance sheet
B. Approve the treatment of the Mgmt No Action *
Company s unappropriated as stated in
the adopted balance sheet
C. Grant discharge to the Board of Mgmt No Action *
Directors and the President from
personal liability
D. Approve the number of Directors and Mgmt No Action *
the Deputy Members
E. Approve the remuneration to be paid Mgmt No Action *
to the Directors and the Auditors
F. Elect the Members of the Board Mgmt No Action *
G. Elect the Auditors Mgmt No Action *
H. Grant authority to buy-back and Mgmt No Action *
transfer the Company s own shares
I. PLEASE NOTE THAT THIS IS A Shr No Action *
SHAREHOLDER PROPOSAL: Approve to
establish a Nomination Committee
J. PLEASE NOTE THAT THIS IS A Shr No Action *
SHAREHOLDER PROPOSAL: Approve to
establish an Audit Committee
- -------------------------------------------------------------------------------------------------------
SKANDINAVISKA ENSKILDA BANKEN Agenda: 700467132
CUSIP: W25381141 Meeting Type: AGM
Ticker: Meeting Date: 4/1/2004 ISIN: SE0000148884
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING # 127455 DUE TO CHANGE IN Voting
THE AGENDA. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
A. Adopt the Profit and Loss Account and Mgmt For *
Balance Sheet as well as the
Consolidated Profit and Loss Account
and Consolidated Balance Sheet
B. Allocate the Bank s profit as shown Mgmt For *
in the Balance Sheet adopted by the
Meeting
C. Discharge from liability of the Mgmt For *
Members of the Board of Directors and
the President
D. Determine the number of Directors and Mgmt For *
Deputy Directors to be elected by
the Meeting
E. Determine the number of Auditors and Mgmt For *
Deputy Auditors to be elected by the
Meeting
F. Approve the remuneration to the Mgmt For *
Directors and Auditors elected by the
Meeting
G. Elect the Directors and Deputy Mgmt For *
Directors
H. Elect the Auditors and Deputy Mgmt For *
I.1 Authorize the Chairman of Board to Mgmt For *
appoint members of the nominating
committee
I.2 PLEASE NOTE THAT THIS IS A Shr For *
SHAREHOLDER RESOLUTION: Authorize the
GM to elect members of the
J. Approve employee stock option Mgmt For *
programme for 2004
K Approve the acquisition of the Bank s Mgmt For *
own shares in its securities
L. Approve the acquisition and sale of Mgmt For *
the Bank s own shares on the stock
exchange for employee stock option
programmes
M. Approve the sale of the Bank s own Mgmt For *
shares to holders of employee stock
options
N. Approve the acquisition of the Bank s Mgmt For *
own shares to create possibilities
for the improvement of the capital
structure of the Bank
O. Appoint Auditors of foundations that Mgmt For *
have delegated their business to the
Bank
- -------------------------------------------------------------------------------------------------------
INVESTOR AB, STOCKHOLM Agenda: 700459490
CUSIP: W48102128 Meeting Type: AGM
Ticker: Meeting Date: 3/23/2004 ISIN: SE0000107419
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
A. Adopt the income statement and the Mgmt For *
balance sheet, as well as of the
consolidated income statement and the
consolidated balance sheet for the
Investor Group
B. Grant discharge from liability of the Mgmt For *
members of the Board of Directors
and the President
C. Approve the disposition of the Mgmt For *
Company s earnings in accordance with
the approved balance sheet and
determination of a record date for
dividends
D. Approve that the number of Directors Mgmt For *
and Deputy Directors who shall be
appointed by the meeting shall be 11
Directors and no Deputies
E. Determine the compensation that shall Mgmt For *
be paid to the Board of Directors and
Auditors as follows: a) A total
compensation to the Board of
Directors of SEK 4,725,000 to be
divided as decided by the Board; b)
Auditors fees to be paid upon
approval of their invoice At the 2003
AGM the registered auditing firms
KPMG Bohlins AB, with Carl Lindgren
as Auditor in charge, and Ernst &
Young AB with Jan Birgerson as
Auditor in charge, were elected as
Auditors for the period up to the
F.1 Re-elect Mr. Claes Dahlback as a Mgmt For *
member of the Board
F.10 Re-elect Mr. Marcus Wallenberg as a Mgmt For *
member of the Board
F.11 Re-elect Ms. Sirkka Hamalainen as a Mgmt For *
member of the Board
F.2 Re-elect Mr. Sune Carlsson as a Mgmt For *
member of the Board
F.3 Re-elect Ms. Ulla Litzen as a member Mgmt For *
of the Board
F.4 Re-elect Mr. Hakan Mogren as a member Mgmt For *
of the Board
F.5 Re-elect Mr. Anders Scharp as a Mgmt For *
member of the Board
F.6 Re-elect Mr. O. Griffith Sexton as a Mgmt For *
member of the Board
F.7 Re-elect Mr. Peter D. Sutherland as a Mgmt For *
member of the Board
F.8 Re-elect Mr. Bjorn Svedberg as a Mgmt For *
member of the Board
F.9 Re-elect Mr. Jacob Wallenberg as a Mgmt For *
member of the Board
G. Authorized the Board of Directors, Mgmt For *
during the period until the next AGM,
to decide on (i) purchase of the
Company s shares on Stockholmsborsen
and purchase according to purchase
offerings to shareholders
respectively (ii) transfer of the
Company s shares on Stockholmsborsen,
or in a manner other than on
Stockholmsborsen including the right
to decide on waiver of the
shareholders preferential rights and
that payment may be effected other
than in cash; Repurchase may take
place so that the Company s holding
amounts to a maximum of 1/10 of all
the shares in the Company, such
repurchase option will give the Board
of Directors wider freedom of action
in the work with the Company s
H. Approve the decision by the Board of Mgmt For *
Directors regarding the scope and key
principles of Investor s 2004
employee stock option plan and a new
share plan for 2004 in accordance
with the following: The Board of
Directors may grant a maximum of 1.2
million employee stock options to be
allocated among all employees, except
certain executive officers, based on
position, basic salary and attainment
of certain objectives. The employee
stock option plan will have the same
structure as during the last four
years, meaning, inter alia, a
seven-year maturity and vesting
linked to continued employment during
three years. The exercise price
amounts to SEK 84.70 per share,
corresponding to 110% of the closing
price of the Investor share on 21 JAN
2004, which was the day after the
year-end report of Investor, was made
public. Furthermore, the Board of
Directors may introduce a combined
employee stock option and share plan
for certain executive officers (the
President and the other five members
of the management group). This plan
constitutes a part of a contractual
remuneration scheme for these
executives. The employee stock option
part is structured in the same way
and on the same terms as for other
employees as set out above and
comprises a maximum of 230,000
employee stock options. The share
part comprises a maximum of 74,000
shares. Vesting is linked to
continued employment during three to
five years, and the shares will be
available after five years, so-called
restricted stock. The allocation of
shares reduces the allocation of
employee stock options compared to
I. Approve to change the voting rights Mgmt For *
of class B-shares issued by Ericsson.
Such proposal has been presented by a
group of large owners of class A- and
B-shares in Ericsson. The proposal
implies that the voting rights for
each class B-share is increased from
1/1000 vote to 1/10 vote, while the
class A share maintains one vote. The
change of the voting rights is
combined with an issue by Ericsson,
for each class A- share, of a
transferable conversion right, which
entitles the holders to convert one
class B-share to a class A-share
during a limited period of
J. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Appoint a
Nomination Committee
- -------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB Agenda: 700483186
CUSIP: W90937181 Meeting Type: AGM
Ticker: Meeting Date: 4/27/2004 ISIN: SE0000193120
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Approve the election of Mr. Bjorn Non-
Franzon as the Chairman Voting
A. Approve the profit and loss account, Mgmt For *
the balance sheet, the consolidated
profit and loss account and
consolidated balance sheet
B. Grant liability for the Members of Mgmt For *
the Board and the President for the
period referred to in the financial
C. Approve to allocate the Bank s profit Mgmt For *
in accordance with the adopted
balance sheet and also concerning the
record day
D. Authorize the Board to resolve on Mgmt For *
acquisition of a maximum of 40
million ordinary Class A and/or B
shares and divestment of all the
Bank s own ordinary Class A and/or B
shares with the right to deviate from
the shareholders preferential rights
and to decide on acquisition of its
own shares is motivated in order to
increase the earnings per share over
time; approve to acquire a Company or
operations, such truncation would be
facilitated if its own shares were
available to
E. Approve the acquisition of its own Mgmt For *
ordinary Class A and/or B shares for
the Bank s trading book, pursuant to
Chapter 4 Section 5 of the Securities
Operations Act (1991:981), on the
condition that own shares in the
trading book shall not at any time
exceed 2% of all shares of the Bank,
the aggregated holding of own shares
must not at any time exceed 10% of
the total number of shares of the
F. Approve the reduction in the share Mgmt For *
capital
G. Approve the bonus issue Mgmt For *
H. Approve to increase, by means of Mgmt For *
bonus issue, the Bank s share capital
by 104,008,112.25 Swedish Kronor by
means of transfer of 104,008,112.25
Swedish Kronor from the distributable
profits, where the nominal amount of
the share will increase from SEK 4 to
SEK 4.15 and amend the Section 5 of
the Articles of Association
I. Elect 13 Board Members and no Deputy Mgmt For *
Members, which is an increase of one
Member
J. Elect 2 Auditors and no Deputy Mgmt For *
K. Approve the fees for the Board Mgmt For *
Members of SEK 5,600,000, to be
divided among the Members elected by
the meeting who are not employees of
the Bank and to increase the Board by
one Member and by the establishment
of an auditing Committee;
remuneration to the
L.1 Re-elect Mr. Pirkko Alitalo as the Mgmt For *
Board Member
L.10 Re-elect Mr. Arne Martensson as the Mgmt For *
Board Member
L.11 Re-elect Mr. Anders Nyren as the Mgmt For *
Board Member
L.12 Elect Mr. Bante Rathe as the Board Mgmt For *
Member
L.13 Elect Mr. Trondheim, Norway, as the Mgmt For *
Board Member
L.14 Elect Mr. Ulrika Boethius, Stockholm, Mgmt For *
as the Board Member
L.15 Approve the declination of Mr. Lotty Mgmt For *
Bergstrom for re-election
L.2 Re-elect Mr. Tommy Bylund as the Mgmt For *
Board Member
L.3 Re-elect Mr. Fredrik Baksaas as the Mgmt For *
Board Member
L.4 Re-elect Mr. Goran Ennerfelt as the Mgmt For *
Board Member
L.5 Re-elect Mr. Lars O Gronstedt as the Mgmt For *
Board Member
L.6 Re-elect Mr. Sigrun Hjelmquist as Mgmt For *
the Board Member
L.7 Re-elect Mr. Hans Larsson as the Mgmt For *
Board Member
L.8 Re-elect Mr. Fredrik Lundberg as the Mgmt For *
Board Member
L.9 Re-elect Mr. Sverker Martin-Lof as Mgmt For *
the Board Member
M. Re-elect the registered public Mgmt For *
accounting firms KPMG Bohlins AB and
Ernst & Young AB for the period until
the end of the AGM in 2008
N. Authorize the Chairman of the Board Mgmt For *
to appoint 4 representatives for the
major shareholder of the Bank, who,
with the Chairman, form a Committee
to prepare the next elect of the
Board Members, Board Members are not
eligible to serve on the Committee
and appoint the Chairman among its
Members; the composition of the
Committee before the Board election
in 2005 be announced no later than 6
months prior to the AGM in 2005; no
fees are payable to the Committee
O. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Appoint an
Election Committee and this should
comprise 3 to 5 persons who represent
the owners of the Company and who
are independent of the Company, a
representative for the small
shareholders should be a Member of
P. PLEASE NOTE THAT THIS IS A Shr Against *
SHAREHOLDER PROPOSAL: Approve that
the Company follow Swedish Laws SFS
1999:268 EC directive 97/5/EC and SFS
2002:598 EC directive 2560/2001
- -------------------------------------------------------------------------------------------------------
SWEDISH MATCH AB Agenda: 700477880
CUSIP: W92277115 Meeting Type: AGM
Ticker: Meeting Date: 4/26/2004 ISIN: SE0000310336
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK
A. Adopt the profit and loss statement Mgmt For *
and the balance sheet and the
consolidated profit and loss
statement and the consolidated
B. Approve the disposition in respect of Mgmt For *
the Company s profit
C. Adopt the Stock Option Programme for Mgmt For *
2004
D. Approve the Board of Director Mgmt For *
proposal regarding its authorization
to acquire shares in the Company
E. Approve the Board of Directors Mgmt For *
proposal to issue by the Company of
call options on repurchase shares in
the Company for the Stock Option
Programme for 2003 and to transfer by
the Company of such shares in the
Company in conjunction with a
potential demand for redemption of
call option
F. Approve the Board of Directors Mgmt For *
proposal to reduce the share capital
by SEK 36,000,00o through withdrawal
of 15,000,000 share in the Company by
way of recall of shares without
repayment to the shareholders,
together with the Board of Directors
proposal that the reduced amount
shall be transferred to non-
restricted shareholders equiry for
allocation to a fund for use in
accordance with the resolution passed
by a general meeting of the Company
G. Grant discharge to the Board of Mgmt Against *
Directors and the President from
liability for the FY
H. Elect 6 ordinary members and no Mgmt For *
deputy members
I. Approve to propose the Board fees as Mgmt For *
follows: the Chairman fees: SEK
700,000 and the other Board Members
elected by the meeting shall receive
SEK 300,000; furthermore, it is
proposed that the Board be allotted
SEK 400,000 as compensation for the
Committee work carried out; and that
it shall be dividend within the Board
in a manner decided upon by the
J.1 Re-elect Mr. Bernt Magnusson as the Mgmt For *
Board member and deputy member
J.2 Re-elect Mr. Jan Blormberg as the Mgmt For *
Board member and deputy member
J.3 Re-elect Mr. Turve Johannesson as the Mgmt For *
Board member and deputy member
J.4 Re-elect Mr. Arne Jurbrandt as the Mgmt For *
Board member and deputy member
J.5 Re-elect Mr. Meg Tiveus as the Board Mgmt For *
member and deputy member
J.6 Elect Mr. Karsten Slotte as the Board Mgmt For *
member and deputy member
K. Approve the number of Auditors and Mgmt For *
the Deputy Auditors to be elected by
the meeting
L. Approve the fees paid to the Auditors Mgmt For *
M. Appoint KPMG Bowins AB KPMG Auditor Mgmt For *
with authorized Auditor Thomas Thiel
as the Auditor in charge, up to and
including the AGM to be held 4 years
from election of the Auditor
N.1 Re-elect Mr. Ecrnt Magnusson as the Mgmt For *
member of the Nomination Committee
N.2 Re-elect Mr. Bjorn Franzonn as the Mgmt For *
member of the Nomination Committee
N.3 Re-elect Mr. Mariame Nilsson as the Mgmt For *
member of the Nomination Committee
N.4 Re-elect Mr. Staffan Grefback as the Mgmt For *
member of the Nomination Committee
O. Amend the Articles of Association and Mgmt For *
authorize the Directors to appoint 1
or several Special Auditors to audit
a Board of Directors statement made
in relation to an issue of new shares
for non-cash consideration or payment
through set-off claims against the
Company or other provisions for the
subscription according to Chapter 4 &
6 of the Swedish Company s Act
1975:1385; or audit of Merger Plans
according to Chapter 14, 7 and 23 of
the said Act
- -------------------------------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA Agenda: 700511012
CUSIP: X1435J105 Meeting Type: AGM
Ticker: Meeting Date: 6/11/2004 ISIN: GRS104111000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the Board of Director s Mgmt For *
reports and the certificate of
Chartered Accountant for 2003
2. Receive and approve the annual Mgmt For *
financial statements of 2003 and the
consolidated ones
3. Approve the dismissal of Board of Mgmt For *
Directors Members and the Auditors
from any compensation responsibility
for 2003
4. Approve the Board of Directors Mgmt For *
Member s salaries for 2003 and their
preapproval for 2004
5. Elect the Chartered Accountants for Mgmt For *
2004 and the definition of their
salaries
6. Approve the profit disposal of 2003 Mgmt For *
7. Elect the new Board of Directors Mgmt For *
8. Amend the Article 7 of the Mgmt For *
Association and codification in a
- -------------------------------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA Agenda: 700418254
CUSIP: X1435J105 Meeting Type: EGM
Ticker: Meeting Date: 10/31/2003 ISIN: GRS104111000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the share capital decrease Mgmt For *
with simultaneous decrease of the par
value of the share from EUR.2.50 to
EUR.0.50. the 2 EUR will be returned
to the shareholders; amend Article no
3 and codification of the Company s
Statute; and authorize the Board of
Director to define the ex-date of the
above event and the payment date
2. Amend the terms of Stock Option Plans Mgmt For *
3. Elect the new Board of Director Mgmt For *
Member in replacement of a resigned
- -------------------------------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA Agenda: 700405815
CUSIP: X1435J105 Meeting Type: OGM
Ticker: Meeting Date: 9/15/2003 ISIN: GRS104111000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve to increase share capital by Mgmt For *
EUR 518,304,225,24 via capitalization
of a part of the shares premium
account reserve and increase of the
nominal value of the Company s share
by EUR 2.19 0.31 cent to EUR 2.50 and
amend the corresponding Article 3 of
the Company s Articles of Association
and codification in a unified text
- -------------------------------------------------------------------------------------------------------
M-REAL CORP Agenda: 700458311
CUSIP: X5594C116 Meeting Type: AGM
Ticker: Meeting Date: 3/15/2004 ISIN: FI0009000665
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non-
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Approve the matters to be handled at Mgmt Abstain *
the AGM, pursuant to the Finnish
Companies Act and Article 10 of the
Company s Articles of Association;
declare a dividend of EUR 0.30 per
share
- -------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA Agenda: 700460190
CUSIP: X6769Q104 Meeting Type: AGM
Ticker: Meeting Date: 4/2/2004 ISIN: PTPTC0AM0009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE BE ADVISED THAT THIS IS A Non-
REVISION DUE TO AN AMENDED DEADLINE Voting
DATE. IF YOU HAVE ALREADY SENT YOUR
VOTES, PLEASE DO NOT RE-SEND THIS
PROXY FORM UNLESS YOU WISH TO AMEND
YOU VOTING INSTRUCTIONS. THANK YOU.
1. Approve the annual report, balance Mgmt For *
sheet and the accounts for 2003
10. Approve to issue bonds as well as on Mgmt For *
any other securities and specifically
about the fixing of the value under
the terms of Number 3 of Article 8,
Paragraph (e) of Number 1 of Article
15 of the By-Laws
11. Approve the acquisition and Mgmt For *
alienation of bonds and other own
2. Approve the consolidated annual Mgmt For *
report, balance sheet and the
accounts for 2003
3. Approve the profit application and Mgmt For *
reserves affectation
4. Approve the general appreciation of Mgmt For *
the Company s managing and auditing
5. Approve the ratification of the Mgmt For *
cooptation of Directors
6. Approve the acquisition and Mgmt For *
alienation of own shares, including
the acquisition in connection with
the program of share buy back
7. Approve the eventual of share capital Mgmt For *
reduction and specifically the
reduction up to EUR 125.428.500, in
order to release the capital
copiously in accordance with the
program of share buy back, through
the extinguishment at least, up to
125.428.500 own shares acquired or to
be acquired, as well as connected
reserves, due to the reduction of
issuing of convertible bonds emitted
by the Company and the consequent
alteration of the By-Laws to the
deliberation of the reduction Article
4 of the Social Contract
8. Approve, under the terms of Article Mgmt For *
8, Number 4 of the By-Laws on the
parameter to be applicable in case of
an eventual issuing of convertible
bonds in shares that could be
deliberated by the Board of
Directors, as well as about the
issuing of convertible bonds in
shares already realized by the
9. Approve the cancellation of Mgmt For *
preferential right in the
subscription of an eventual
convertible bonds issuing, in what
concerns the Resolution number 8 of
this meeting that might be done by
the Board of Directors deliberation
- -------------------------------------------------------------------------------------------------------
UPM-KYMMENE CORP Agenda: 700451595
CUSIP: X9518S108 Meeting Type: AGM
Ticker: Meeting Date: 3/24/2004 ISIN: FI0009005987
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING Non- No Action *
REQUIREMENT: A BENEFICIAL OWNER Voting
SIGNED POWER OF ATTORNEY (POA) IS
REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN
THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP.
1. Approve the matters pertaining to Mgmt No Action *
Article11 of the Company s Articles
of Association as well as Board s
proposal to pay dividend of EUR 0,75
per share
2. Approve the Board s proposal to buy Mgmt No Action *
back the Company s own shares using
its distributable funds
3. Authorize the Board to decide on the Mgmt No Action *
disposal of the own shares bought
back in accordance with the above
4. Authorize the Board to decide on Mgmt No Action *
increasing the share capital by
issuing new shares and/or convertible
bonds
- -------------------------------------------------------------------------------------------------------
COSMOTE MOBILE TELECOMMUNICATIONS SA Agenda: 700522445
CUSIP: X9724G104 Meeting Type: AGM
Ticker: Meeting Date: 6/8/2004 ISIN: GRS408333003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Board of Directors and Mgmt For *
the Auditors report on the annual
financial statements for the FY 2003
10. Approve the basic terms of the Mgmt For *
contract between Cosmote and Temagon
Technological and Business consulting
services SA concerning the
subleasing of offices and grant
authority for the signing of it
Article 23a of C.L. 2190/1920
11. Approve the basic terms of contract Mgmt For *
between Cosmote and Ote Intl
Solutions SA regarding the provision
to Cosmote of International 12.5G
GPRS roaming services Article 23a
12. Approve the basic terms of contract Mgmt For *
between Cosmote and Ote regarding the
provision to from Ote to Cosmote of
roaming services and internetworking
roaming services and grant authority
for the signing of it Article 23a of
C.L. 2190/1920
13. Miscellaneous announcements Other For *
2. Approve the annual financial Mgmt For *
statements for the FY 2003, and the
distribution of operating profits of
the Company and the dividend payments
3. Grant discharge of the Board of Mgmt For *
Directors Members and the Auditors
from any liability for indemnity for
the year 2003 according to Article 35
of Cod. Law 2190/1920
4. Approve the Board of Directors and Mgmt For *
the Managing Directors received
remuneration, compensation and
expenses for the year 2003 and
determine of same for FY 2004
5. Grant permission to the Board of Mgmt For *
Director Members and the Company s
Directors, according to Article 23
part 1 of Cod. Law 2190/1920 and
Article 22 of the CAA, for their
participation in Hell Telecom Group
of Companies, the Board of Directors
or management pursuing the same or
similar objects
6. Elect the Certified Auditors, regular Mgmt For *
and substitute and of 1 Auditor of
International prestige for the FY
2004 and determine their remuneration
7. Ratify the election of new Board of Mgmt For *
Director Members
8. Approve to transfer of the Company s Mgmt For *
registered office from the
Municipality of Athens to
Municipality of Amarousion of Attica
and amend 3 and 20 part 1 of the CAA
9. Amend paragraph 2,3,4 of Article 5, Mgmt For *
share capital paragraph 4,5 of
Article 7, shareholders rights
paragraph 2 of Article 9, competence,
paragraph 1 of Article 14,
extraordinary quorum and majority at
the GM, paragraph 3 of Article 16,
agenda and minutes of the GM
paragraph 2,4,5 and 8 of Article 24,
FY paragraph 2 of Article 25,
distribution on of profits, Article
28, liquidation, paragraph 1,2 of
Article 29, prohibitions, Article 34,
general provision of the CAA and the
addition of anew Article 5a, issuance
of Bonds, abolition of the transitory
provisions, Article 30, taking up and
the payment of capital, 31, first FY
and first general meeting, 32, first
Board of Directors, 33, fist
Auditors, 35, incorporation expenses,
and 36, preparatoty acts, renumbering
of Article 34 to Article 30, general
provision, harmonization of Article 5
paragraph 1 of the CAA of the Board
of Directors concerning the increase
of the share capital, without
amending the Articles of Association,
- -------------------------------------------------------------------------------------------------------
ADVANCED INFO SERVICE PUBLIC CO LTD Agenda: 700457408
CUSIP: Y0014U183 Meeting Type: AGM
Ticker: Meeting Date: 4/23/2004 ISIN: TH0268010Z11
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the matters Mgmt For *
10. Approve the allocation of warrants to Mgmt For *
Directors, employees and Advisors
who are eligible for the warrants
exceeding 5% of the ESOP grant III
11. Approve the allocation of additional Mgmt For *
ordinary shares reserved for
exercising the right in pursuance
with the ESOP grant 1 and 2 due to
the entering into terms and
conditions of the Prospectus
12. Other business Other For *
2. Approve to certify the minutes of the Mgmt For *
AGM 2003
3. Approve the certify the results of Mgmt For *
operation for the year 2003
4. Approve the balance sheet, statement Mgmt For *
of income and statement of cash flow
for the year 2003 ended 31 DEC 2003
5. Appoint the Directors and determine Mgmt For *
their remuneration for 2004
6. Appoint the Company s Auditors and Mgmt For *
determine their remuneration for 2004
7. Approve the dividend payment to the Mgmt For *
shareholders for the FY 2003
8. Approve the approve the issuance and Mgmt For *
offering of warrants of 8,999,500
units to purchase the Company s
ordinary shares to Directors,
employees and Advisors of the Company
(ESOP grant III)
9. Approve the allocation of 8,999,500 Mgmt For *
new ordinary shares at par value of
THB 1 each in order to reserve for
the exercise of warrants under the
ESOP grant III
- -------------------------------------------------------------------------------------------------------
BANK OF THE PHILIPPINE ISLAND BPI Agenda: 700457117
CUSIP: Y0967S169 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: PHY0967S1694
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the calling of meeting to Mgmt For *
10. Elect the External Auditors and Mgmt For *
approve to fix their remuneration
11. Approve the Directors bonus Mgmt For *
12. Other matters Other For *
2. Approve the certification of notice Mgmt For *
3. Approve the roll call of stockholders Mgmt For *
4. Approve the determination and Mgmt For *
declaration of quorum
5. Approve the minutes of the annual Mgmt For *
meeting of stockholders on 03 APR
6. Receive the annual report and approve Mgmt For *
the Bank s statement of condition as
of 31 DEC 2003 incorporated in the
annual report
7. Approve all acts during the past year Mgmt For *
of the Board of Directors, Executive
Committee and all other Board and
Management Committees and Officers of
BPI
8. Declare stock dividend Mgmt For *
9. Elect 15 Members to the Board of Mgmt For *
Directors
- -------------------------------------------------------------------------------------------------------
CATHAY FINANCIAL HOLDING COMPANY LTD Agenda: 700506453
CUSIP: Y11654103 Meeting Type: AGM
Ticker: Meeting Date: 6/3/2004 ISIN: TW0002882008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING 128498 DUE TO CHANGE IN Voting
THE NUMBER OF RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
1.1 Receive the report on the 2003 Mgmt For *
business operation
1.2.1 Receive the Supervisors review Mgmt For *
financial report the 2003 audited
report
1.2.2 Receive the CPA audit financial Mgmt For *
2.1 Approve to recognize the 2003 Mgmt For *
financial statements
2.2 Approve the 2003 profit distribution Mgmt For *
and the cash dividend at TWD 2.0 per
share
3.1 Approve the election rules of Mgmt For *
Directors and the Supervisors
3.2 Approve the Articles of Incorporation Mgmt Abstain *
4. Elect the Directors and the Mgmt For *
5. Other issues and extraordinary motion Other For *
- -------------------------------------------------------------------------------------------------------
CHINATRUST FINANCIAL HOLDINGS COMPANY LTD Agenda: 700476319
CUSIP: Y15093100 Meeting Type: AGM
Ticker: Meeting Date: 6/11/2004 ISIN: TW0002891009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THE REVISED WORDING OF Non-
RESOLUTION 2.3. THANK YOU Voting
1.1 Approve the 2003 business operation Mgmt For *
and financial statements
1.2 Approve the 2003 audited report Mgmt For *
1.3 Approve the execution result of Mgmt For *
purchasing treasury stocks
1.4 Approve the execution result of Mgmt For *
issuing Corporate bond
2.1 Receive the revision to the proposal Mgmt For *
of issuing Corporate/convertible bond
2.2 Receive the 2003 financial statements Mgmt For *
2.3 Receive the 2003 profit distribution; Mgmt For *
cash dividend: TWD 1.1 per share,
bonus issue 60 for 1,000 shares held
3.1 Approve the abolishment of the Mgmt Abstain *
procedures of funds lending to third
parties and the proposal of
endorsement and guarantee
3.2 Approve the issuance of new shares Mgmt For *
3.3 Approve the revision of the Articles Mgmt Abstain *
of Incorporation
4. Other issues and extraordinary Other For *
- -------------------------------------------------------------------------------------------------------
CHINA UNICOM LTD Agenda: 700482475
CUSIP: Y15125100 Meeting Type: AGM
Ticker: Meeting Date: 5/12/2004 ISIN: HK0762009410
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the financial Mgmt For *
statements and the reports of the
Directors and of the Auditors for the
YE 31 DEC 2003
2. Declare a final dividend for the YE Mgmt For *
31 DEC 2003
3. Elect and re-elect the Directors and Mgmt For *
authorize the Directors to fix their
remuneration for the YE 31 DEC 2004
4. Re-appoint the Auditors and authorize Mgmt For *
the Directors to fix their fees for
the YE 31 DEC 2004
6. Authorize the Directors to purchase Mgmt For *
shares of HKD 0.10 each in the
capital of the Company including any
form of depositary receipts
representing the right to receive
such shares on The Stock Exchange of
Hong Kong Limited Stock Exchange or
any other stock exchange recognized
by the Securities and Futures
Commission of Hong Kong and the Stock
Exchange in accordance with all
applicable laws including the Hong
Kong Code on share repurchases and
the rules governing the listing of
securities on the Stock Exchange as
amended during the relevant period,
not exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing of this resolution; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the
7. Authorize the Directors to allot, Mgmt Against *
issue and deal with additional shares
and make or grant offers, agreements
and options during and after the
relevant period, not exceeding the
aggregate of a) 20% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
passing of this resolution; plus b)
the aggregate nominal amount of share
capital of the Company repurchased
up to 10% of the aggregate nominal
amount of the issued share capital as
at the date of passing of this
resolution, otherwise than pursuant
to i) a rights issue; ii) the
exercise of options granted under any
share option scheme adopted by the
Company; or iii) any scrip dividend
or similar arrangement; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM is to be held by
8. Authorize the Directors to exercise Mgmt For *
the powers of the Company referred to
in Resolution 7 in respect of the
share capital of the Company referred
to in sub-point (b) of such
S.5 Amend Articles 2(a); 69(a); 69(b); Mgmt For *
70; 78; 81; 97; 100; 105(g); 106;
108; 143 and 144; 148 and 149; 151;
and 153 of the Articles of
Association of the Company
- -------------------------------------------------------------------------------------------------------
CHINA UNICOM LTD Agenda: 700438561
CUSIP: Y15125100 Meeting Type: EGM
Ticker: Meeting Date: 12/22/2003 ISIN: HK0762009410
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the Sale and Purchase Mgmt For *
Agreement dated 20 NOV 2003
Acquisition Agreement between China
Unicom (BVI) Limited and the Company
China Unicom Limited pursuant to
which Unicom BVI has agreed to sell
the entire issued share capital of
Unicom New World (BVI) Limited for
HKD 3,014,886,000 and authorize the
Directors to do acts and things
deemed necessary to give effect to
the Acquisition Agreement
2. Approve the connected transactions Mgmt For *
prospective cellular connected
transactions which the Company
expects to concur on a regular and
continuous basis in the usual course
of business of the Company, its
subsidiaries and the target Company
and authorize the Directors to do
acts and things deemed necessary to
give effect to the prospective
cellular connected transactions
3. Approve the Sale and Purchase Mgmt For *
Agreement dated 20 NOV 2003 Sale
Agreement between China United
Telecomunnications Corporation
Limited and the China Unicom
Corporation Limited pursuant to which
China Unicom Corporation Limited has
agreed to sell the entire issued
share capital of Guoxin Paging
Corporation Limited for HKD
2,590,917,656 and authorize the
Directors to do acts and things
deemed necessary to give effect to
4. Approve the connected transactions Mgmt For *
prospective guoxin connected
transactions which the Company
expects to concur on a regular and
continuous basis in the usual course
of business of the Company, its
subsidiaries and the target Company
and authorize the Directors to do
acts and things deemed necessary to
give effect to the prospective guoxin
connected transactions
- -------------------------------------------------------------------------------------------------------
CHUNGHWA TELECOM CO LTD Agenda: 700509740
CUSIP: Y1613J108 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: TW0002412004
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING ID 126609, DUE TO CHANGE Voting
IN THE AGENDA. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
1.1 Approve the 2003 business operations Mgmt For *
1.2 Approve the 2003 audited reports Mgmt For *
1.3 Approve the ministry of auditing s Mgmt For *
audit number of the Company s 2002
financial statements
1.4 Amend the rules of Board meeting Mgmt For *
2.1 Approve the 2003 financial statements Mgmt For *
2.2 Approve the 2003 profit distribution: Mgmt For *
cash dividend: TWD 4.5 per share
3.1 Approve the procedures of asset Mgmt For *
acquisition or disposal
3.2 Amend the Articles of Incorporation Mgmt Abstain *
3.3 Approve the amended procedures for Mgmt For *
endorsement and guarantee
3.4 Amend the rules of shareholders Mgmt For *
3.5 Elect the Directors and the Mgmt For *
4. Elect the Directors and the Mgmt For *
5. Extraordinary motion Other For *
- -------------------------------------------------------------------------------------------------------
FLEXTRONICS INTERNATIONAL LTD. Agenda: 932042043
CUSIP: Y2573F102 Meeting Type: Annual
Ticker: FLEX Meeting Date: 9/30/2003 ISIN:
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
01 RE-ELECTION OF RICHARD L. SHARP AS A Mgmt For For
DIRECTOR OF THE COMPANY.
03 RE-APPOINTMENT OF PATRICK FOLEY AS A Mgmt For For
DIRECTOR OF THE COMPANY.
04 TO APPOINT DELOITTE & TOUCHE LLP AS Mgmt For For
INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR ENDING MARCH 31,
2004.
05 TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY S 1997 EMPLOYEE SHARE
06 TO APPROVE THE AUTHORIZATION FOR THE Mgmt Against Against
DIRECTORS OF THE COMPANY TO ALLOT AND
ISSUE ORDINARY SHARES.
07 TO APPROVE THE AUTHORIZATION FOR THE Mgmt For For
COMPANY TO PROVIDE CASH COMPENSATION
TO ITS DIRECTORS.
08 TO APPROVE THE AUTHORIZATION OF THE Mgmt For For
PROPOSED RENEWAL OF THE SHARE MANDATE
RELATING TO ACQUISITIONS BY THE
COMPANY OF ITS OWN ISSUED ORDINARY
SHARES.
2A RE-ELECTION OF JAMES A. DAVIDSON AS A Mgmt For For
DIRECTOR OF THE COMPANY.
2B RE-ELECTION OF LIP-BU TAN AS A Mgmt For For
DIRECTOR OF THE COMPANY.
- -------------------------------------------------------------------------------------------------------
FORMOSA CHEMICALS AND FIBER CO LTD Agenda: 700474719
CUSIP: Y25946107 Meeting Type: AGM
Ticker: Meeting Date: 5/28/2004 ISIN: TW0001326007
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the business operation result Mgmt No Action *
for the FY 2003
2. Ratify the financial reports of FY Mgmt No Action *
2003 and ratify the net profit
allocation
3. Approve to split detergent and Mgmt No Action *
relevant business into Formosa
Biomedical Corporation including
assets and liabilities
4. Approve to issue new shares and amend Mgmt No Action *
the Company Articles and others;
cash dividend: TWD 2.4 per share
5. Amend the Articles of Incorporation Mgmt No Action *
- -------------------------------------------------------------------------------------------------------
FORMOSA PLASTICS CORP Agenda: 700512367
CUSIP: Y26095102 Meeting Type: AGM
Ticker: Meeting Date: 5/14/2004 ISIN: TW0001301000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the report on 2003 business Mgmt For *
operations
2. Approve the 2003 profit distribution; Mgmt For *
cash dividend: TWD 1.8 per share
3. Approve the issuance of new shares Mgmt For *
from retained earnings and capital
reserves and the revision to the
Articles of Incorporation and other
issues
- -------------------------------------------------------------------------------------------------------
FUBON FINL HLDG CO LTD Agenda: 700516202
CUSIP: Y26528102 Meeting Type: AGM
Ticker: Meeting Date: 6/3/2004 ISIN: TW0002881000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING ID 126410 DUE TO CHANGE Voting
IN THE AGENDA. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
I.1 Approve the business report for 2003 Mgmt For *
I.2 Approve the Supervisors review Mgmt For *
report for 2003
II.1 Approve the final statements of 2003 Mgmt For *
II.2 Approve the distribution of earning Mgmt For *
of 2003; cash dividend of TWD 1.6 per
shares
III. Amend the Article of Incorporation Mgmt Abstain *
IV. Elect a Director Mgmt For *
V. Other proposals and motions Other For *
- -------------------------------------------------------------------------------------------------------
HANG LUNG GROUP LTD Agenda: 700424574
CUSIP: Y30148111 Meeting Type: AGM
Ticker: Meeting Date: 11/13/2003 ISIN: HK0010000088
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the financial Mgmt For *
statements and the reports of the
Directors and the Auditors for the YE
30 JUN 2003
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors and authorize Mgmt For *
the Board of Directors to fix their
fees
4. Re-appoint the Auditors and authorize Mgmt For *
the Directors to fix their
5.A Authorize the Directors to purchase Mgmt For *
shares in the capital of the Company
on the Stock Exchange of Hong Kong
Limited Stock Exchange or any other
stock exchange recognized by the
Securities and Futures Commission of
Hong Kong and the Stock Exchange
under the Hong Kong Code on Share
Repurchases for this purpose, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital at the date of passing this
resolution; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM is to be held by any applicable
5.B Authorize the Directors, pursuant to Mgmt Abstain *
Section 57B of the Companies
Ordinance, to allot, issue and deal
with additional shares in the capital
of the Company or securities
convertible into shares or options,
warrants or similar rights to
subscribe for shares and make or
grant offers, agreements and options
during and after the relevant period,
not exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company or 10% of the
repurchased share capital of the
Company, otherwise than pursuant to
i) a rights issue; or ii) the
exercise of subscription or
conversion rights attached to any
warrants or securities; or iii) the
exercise of options or similar
arrangement; or iv) any scrip
dividend or similar arrangement
5.C Authorize the Directors of the Mgmt Abstain *
Company to exercise the powers of the
Company Resolution 5.B in respect
of the share capital of the Company
Resolution 5.B
6. Any other business Other Abstain *
- -------------------------------------------------------------------------------------------------------
HANG LUNG PROPERTIES LTD Agenda: 700424586
CUSIP: Y30166105 Meeting Type: AGM
Ticker: Meeting Date: 11/13/2003 ISIN: HK0101000591
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the financial Mgmt For *
statements and reports of the
Directors and Auditors for the year
ended 30 JUN 2003
2. Declare a final ordinary dividend Mgmt For *
3. Re-elect the Directors; and authorize Mgmt For *
the Board of Directors to fix
Directors fees
4. Re-appoint the Auditors; and Mgmt For *
authorize the Directors to fix their
5.A Approve that: (a) subject to Mgmt For *
paragraphs (b) and (c) below, the
exercise by the Directors of the
Company during the Relevant Period of
all the powers of the Company to
purchase shares in the capital of the
Company be and is hereby generally
and unconditionally approved; (b) the
aggregate nominal amount of ordinary
shares of HKD 1 each in the capital
of the Company (Ordinary Shares)
which may be purchased by the Company
on The Stock Exchange of Hong Kong
Limited or on any other stock
exchange recognized for this purpose
by the Securities and Futures
Commission and The Stock Exchange of
Hong Kong Limited under the Hong Kong
Code on Share Repurchases pursuant to
the approval in paragraph (a) above
shall not exceed 10% of the aggregate
nominal amount of the Ordinary Shares
in the share capital of the Company
in issue at the date of passing this
Resolution, and the said approval
shall be limited accordingly; (c) the
aggregate nominal amount of
convertible cumulative preference
shares of HKD 7,500 each in the
capital of the Company (Convertible
Preference Shares) which may be
purchased by the Company on The Stock
Exchange of Hong Kong Limited,
Societe de la Bourse de Luxembourg
(Luxembourg Stock Exchange) or on any
other stock exchange recognized for
this purpose by the Securities and
Futures Commission and The Stock
Exchange of Hong Kong Limited under
the Hong Kong Code on Share
Repurchases pursuant to the approval
in paragraph (a) above shall not
exceed 10% of the aggregate nominal
amount of the Convertible Preference
Shares in the share capital of the
Company in issue at the date of
passing this Resolution, and the said
approval shall be limited
accordingly; and (d) for the purpose
of this Resolution, Relevant Period
means the period from the passing of
this Resolution until whichever is
the earlier of: (i) the conclusion of
the next AGM of the Company; (ii) the
expiration of the period within which
the next AGM of the Company is
required by law to be held; and (iii)
the revocation or variation of the
authority given under this Resolution
by ordinary
resolution of the shareholders in
5.B Approve that: (a) subject to Mgmt Abstain *
paragraph (c) below, pursuant to
Section 57B of the Companies
Ordinance, the exercise by the
Directors of the Company during the
Relevant Period of all the powers of
the Company to allot, issue and deal
with additional shares in the capital
of the Company and to allot, issue or
grant securities convertible into
shares in the capital of the Company
or options, warrants or similar
rights to subscribe for any such
shares or such convertible securities
and to make or grant offers,
agreements and options which might
require the exercise of such powers
be and it is hereby generally and
unconditionally approved; (b) the
approval in paragraph (a) above shall
authorize the Directors of the
Company during the Relevant Period to
allot, issue or grant securities
convertible into shares in the
capital of the Company and to make or
grant offers, agreements and options
which might require the exercise of
such powers after the end of the
Relevant Period; (c) 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 in
paragraph (a) above, otherwise than
pursuant to (i) a Rights Issue, (ii)
the exercise of rights of
subscription under the terms of any
warrants issued by the Company or the
exercise of rights of conversion
attaching to any Convertible
Preference Shares, (iii) any option
scheme or similar arrangement for the
time being adopted for the grant or
issue to officers and/or employees of
the Company and/or any of its
subsidiaries of shares or rights to
acquire shares of the Company or (iv)
any scrip dividend 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
Articles of Association of the
Company, shall not exceed the
aggregate of: (aa) in the case of
Ordinary Shares, 20% of the aggregate
nominal amount of the Ordinary Shares
in the share capital of the
Company in issue at the date of
passing this Resolution plus (bb) in
the case of Convertible Preference
Shares, 20% of the aggregate nominal
amount of the Convertible Preference
Shares in the share capital of the
Company in issue at the date of
passing this Resolution plus (cc) if
the Directors are so authorized by a
separate ordinary resolution of the
shareholders of the Company set out
as Resolution No. 5C in the Notice of
the Meeting, the nominal amount of
the share capital of the Company
repurchased by the Company subsequent
to the passing of this Resolution, up
to a maximum equivalent to 10 % in
the case of Ordinary Shares, the
aggregate nominal amount of the
Ordinary Shares in issue at the date
of passing this Resolution and in the
case of Convertible Preference
Shares, the aggregate nominal amount
of the Convertible Preference Shares
in issue at the date of passing this
Resolution, and the said approval
shall be limited accordingly; and (d)
for the purpose of this Resolution:
Rights Issue means an offer of shares
or other securities open for a period
fixed by the Directors of the Company
to holders of shares of the Company
or any class thereof on the register
on a fixed record date in proportion
to their then holdings of such shares
or class thereof (subject to such
exclusion or other arrangements as
the Directors of the Company may deem
necessary or expedient in relation to
fractional entitlements or having
regard to any restrictions or
obligations under the laws of, or the
requirements of any
5.C Authorize the Directors of the Mgmt Abstain *
Company to exercise the powers of the
Company referred to in paragraph (a)
of the resolution set out as
Resolution No. 5B in the Notice of
the Meeting in respect of the share
capital of the Company referred to in
sub-paragraph (cc) of paragraph (c)
of such Resolution
6. Transact any other business Other Abstain *
- -------------------------------------------------------------------------------------------------------
HONG KONG & CHINA GAS CO LTD Agenda: 700492375
CUSIP: Y33370100 Meeting Type: AGM
Ticker: Meeting Date: 5/5/2004 ISIN: HK0003000038
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the statement of Mgmt For *
accounts for the YE 31 DEC 2003 and
the reports of the Directors and the
Auditors thereon
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors Mgmt For *
4. Re-appoint PricewaterhouseCoopers as Mgmt For *
the Auditors of the Company and
authorize the Directors to fix their
remuneration
5. Approve the Director s fee of HKD Mgmt For *
130,000 per annum and the Chairman s
fee of an additional HKD 130,000 per
annum
6.1 Authorize the Directors to purchase Mgmt For *
shares in the capital of the Company
during the relevant period, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM is to be held by law or in
accordance with the Articles of
Association of the Company
6.2 Authorize the Directors of the Mgmt Against *
Company to allot, issue and deal with
additional shares in the capital of
the Company and make or grant offers,
agreements, options and warrants
during and after the relevant period,
not exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company otherwise than
pursuant to a rights issue; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM is to be held by law or
in accordance with the Articles of
Association of
6.3 Approve, conditional upon the passing Mgmt For *
of Resolutions 6.1 and 6.2, to extend
the general mandate granted to the
Directors to allot, issue and deal
with the shares pursuant to
Resolution 6.2, by an amount
representing the aggregate nominal
amount of the share capital
repurchased pursuant to Resolution
6.1, provided that such amount does
not exceed 10% of the aggregate
nominal amount of the issued share
capital of the Company at the date of
S.6.4 Amend the Articles of Association of Mgmt For *
the Company by: amending Article 69,
adding a New Article 79A after
Article 79, amending Articles 81, 93,
105(G), 105(H), 105(I) and 105(K)
- -------------------------------------------------------------------------------------------------------
HONG KONG EXCHANGES AND CLEARING LTD Agenda: 700466217
CUSIP: Y3506N105 Meeting Type: AGM
Ticker: Meeting Date: 3/31/2004 ISIN: HK0388009489
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT IN ORDER TO SELECT Non-
WHICH TWO CANDIDATES WILL BE ELECTED Voting
DIRECTORS, THE RESOLUTIONS THEMSELVES
CONTAIN A METHOD OF DETERMINING
SUPPORT FOR A CANDIDATE. EACH
RESOLUTION FOR THE APPOINTMENT OF
DIRECTOR TO BE PROPOSED AT THE AGM
WILL PROVIDE AS FOLLOWS: THAT SUBJECT
TO THE NUMBER OF NET VOTES CAST IN
RELATION TO THIS RESOLUTION (NET
VOTES BEING VOTES CAST IN FAVOUR
MINUS VOTES CAST AGAINST THIS
RESOLUTION) BEING AMONG THE TWO
HIGHEST NUMBER OF NET VOTES CAST ON
EACH OF THE RESOLUTIONS FOR THE
APPOINTMENT OF A PERSON AS A DIRECTOR
OF THE COMPANY AT THE AGM TO BE HELD
ON 31MAR2004, (NAME OF CANDIDATE) BE
AND IS HEREBY APPOINTED AS DIRECTOR
OF THE COMPANY WITH EFFECT FROM THE
CONCLUSION OF THE AGM, PROVIDED THAT
IF ANY TWO OR MORE OF SUCH
RESOLUTIONS RECORD THE SAME NUMBER OF
NET VOTES (THE TIED RESOLUTONS), THE
RANKING OF THE TIED RESOLUTIONS FROM
HIGHEST TO LOWEST NUMBER OF NET VOTES
SHALL BE DETERMINED BY THE DRAWING OF
LOTS BY THE CHAIRMAN OF
1. Receive and approve the audited Mgmt For *
accounts for YE 31 DEC 2003 together
with reports of the Directors and the
Auditors thereon
2. Declare a final dividend Mgmt For *
3. Declare a special dividend Mgmt For *
4.1 Elect Mr. John Estmond Strickland as Mgmt For *
a Director
4.2 Elect Mr. Wong Si Hung Oscar as a Mgmt For *
Director
5. Re-appoint the Auditors and authorize Mgmt For *
the Directors to fix their
6.A Authorize the Directors of HKEx, Mgmt Abstain *
pursuant to Section 57B of the
Companies Ordinance, to allot, issue
and deal with additional shares of
HKD 1.00 each in the capital of HKEx
and to make or grant offers,
agreements and options including
bonds, warrants and debentures
convertible into shares of HKEx ,
subject to and in accordance with the
requirements of the Rules Governing
the Listing of Securities on the
Stock Exchange, during and after the
relevant period, not exceeding 20% of
the aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
resolution, otherwise than pursuant
to i) a rights issue; or ii) an issue
of shares as scrip dividend pursuant
to the Articles of Association of
HKEx from time to time; iii) exercise
of rights or subscription or
conversion under the terms of any
warrant or other securities issued by
the Company carrying a right to
subscribe for or purchase shares in
the Company; iii) an issue of shares
under any option scheme of the
Company or similar arrangement; iv)
an issue of shares in HKEx upon the
exercise of the subscription rights
attaching to any warrants issued by
HKEx provided that the issue of such
warrants; Authority expires the
earlier of the conclusion of the next
AGM of HKEx or the expiration of the
period within which the next AGM of
6.B Authorize the Directors to repurchase Mgmt For *
shares of HKEx on the Stock Exchange
of Hong Kong Limited Stock Exchange
or any other stock exchange on which
the securities of the Company may be
listed and recognized by the
Securities and Futures Commission and
the Stock Exchange for this purpose,
during the relevant period, subject
to and in accordance with all
applicable laws and/or requirements
of the rules governing the listing of
securities on the Stock Exchange or
any other stock exchange, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of HKEx at the date of
passing this resolution; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of HKEx is
6.C Approve, conditional upon the passing Mgmt For *
of Resolutions 6.I and 6.II, to
extend the general mandate granted to
the Directors of the Company to
allot, issue and deal with additional
shares, pursuant to Resolution 6.I by
adding thereto an amount representing
the aggregate nominal amount of the
share capital of the Company
repurchased by HKEx pursuant to
Resolution 6.II, provided that such
amount does not exceed 10% of the
aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
6.D Approve that a remuneration of HKD Mgmt For *
100,000 be paid to each of the Non-
Executive Directors of HKEx at the
conclusion of the next AGM of HKEx
for the period from the conclusion of
this meeting to the conclusion of the
next AGM of HKEx, provided that such
remuneration be paid in proportion to
the period of service in the case if
a Director who has not served the
entire period
6.E Approve, conditional upon: a) the Mgmt Against *
passing of Resolution 3; b) the per
share amount of such special cash
dividend payable to shareholders of
HKEx being not less than 2% of the
closing price of the shares of HKEx
on the Stock Exchange as stated in
the Stock Exchange s daily quotations
sheet on the day the announcement of
the proposal to pay such special cash
dividend is published in Hong Kong
newspapers or, if such day is not a
trading day, the first trading day
thereafter; and c) obtaining the
consent of the relevant option
holder, to i) that the subscription
price per share pre-listing option
subscription price and the contract
size for the unexercised portion of
each option that has been granted
under the pre-listing share option
scheme Pre-Listing Share Option
Scheme of HKEx adopted on 31 MAY 2000
but not fully exercised on the date
of passing of this resolution and ii)
the subscription price per share
Post-Listing Option Subscription
Price and the contract size for the
unexercised portion of each option
that has been granted under the share
option scheme Post Listing Share
Option Scheme of HKEx adopted on 31
MAY 2000 and amended on 17 APR 2002
but not fully exercised on the date
of passing of this resolution, be
adjusted as prescribed; and for the
avoidance of any doubt, any refusal
to give consent on the party of an
option holder shall not affect the
adjustment of the Pre-Listing Option
Subscription Price, the Post-Listing
Subscription Price and/or the
contract size in accordance with this
resolution in relation to the
S.6.F Approve, subject to the written Mgmt For *
approval of the Securities and
Futures Commission pursuant to
Section 67 of the Securities and
Futures Ordinance, to: a) amend
Article 2 of the Articles of
Association of HKEx by adding a new
definition; b) delete Article 70(1)
of the Articles of Association of
HKEx and replace it with a new
Article 70(1); c) add a new Article
79A; d) deleting Article 90(2)(b) of
the Articles of Association and
replacing it with a new Article
90(2)(b); e) delete Article 94(1) of
the Articles of Association of HKEx
and replacing it with a new Article
94(1); f) deleting Article 95(h) of
the Articles of Association of HKEx
and replacing it with a new Article
95(h); and g) delete Article 101(7)
to (10) of the Articles of
Association of HKEx and replacing it
- -------------------------------------------------------------------------------------------------------
HOUSING DEVELOPMENT FINANCE CORP LTD Agenda: 700386964
CUSIP: Y37246157 Meeting Type: AGM
Ticker: Meeting Date: 7/18/2003 ISIN: INE001A01028
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Consider and adopt the audited profit Mgmt For *
and loss account for the YE 31 MAR
2003, the balance sheet as at that
date and the reports of the Directors
and the Auditors thereon
10. Approve, pursuant to the provisions Mgmt For *
of Section 198, 269, 309 and other
applicable provisions of the
Companies Act, 1956, the re-
appointment of Ms. Renu S. Karnad as
the Executive Director of the
Corporation (designated as Chairman),
for a period of 5 years with effect
from 03 MAY 2003, upon the terms and
conditions including remuneration and
authorize the Board of Director to
alter and vary the terms and
conditions of the said reappointment
and/or agreement (including
authority, from time to time, to
determine the amount of salary and
commission as also the type and
amount of perquisites and other
benefits payable to Ms. Renu S.
Karnad), in such manner as may be
agreed to between the Board of
Directors and Ms. Renu S. Karnad;
provided that the remuneration to Ms.
Renu S. Karnad shall not exceed the
limits prescribed under Schedule XIII
to the Companies Ac, 1956, including
any amendment, modification,
variation or re-enactment thereof;
and in the event of any loss, absence
or inadequacy of profits in any FY,
during the term of office of Ms. Renu
S. Karnad, the remuneration, payable
to her by way of salary, allowances,
commission and perquisites shall not,
without the approval of the Central
Government, exceed the limits
prescribed under the Companies Act,
1956, or any amendments,
modification, variation or re-
enactment thereof; and consequent
upon the change in remuneration
structure of Mr. Deepak S. Parekh and
Ms. Renu S. Karnad, as herein
approved, the consent of the members
be and is hereby accorded pursuant to
the provisions of Sections 198, 269,
309, 310, 311 and other applicable
provisions of the Companies Act, 1956
to the corresponding revision in the
remuneration structure of Mr. K.M.
Mistry, Managing Director and Mr.
R.V.S. Rao, Executive Director
without any further approval from the
members; provided however that the
other terms and conditions as set out
in the agreement entered with Mr.
K.M. Mistry and Mr. R.V.S. Rao, as
approved by the members at the AGM of
17 JUL 2001 and EGM held on 02 DEC
2002, respectively as regards their
appointment and remuneration shall
remain unchanged; and authorize the
Board of Directors to do all such
acts, deeds and things and execute
all such documents, instruments and
writings as may be required and to
delegate all or any of its powers
herein conferred to any Committee of
Directors or Director(s) to give
2. Declare a dividend of INR 11 per Mgmt For *
share, will be paid immediately afte
the AGM: in respect of the shares
held in physical form, to those
shareholders whose names appear on
the Register of Members as at the end
of business on 02 JUL 2003; and in
respect of shares held in electronic
form, to those shareholders whose
names appear in the satement of
benefical ownership maintained by the
Depositories as at the end of
business on 02 JUL 2003
3. Re-appoint Mr. S.B. Patel as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Mr. B.S. Mehta as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Mr. S.A. Dave as a Mgmt For *
Director, who retires by rotation
6. Re-appoint Mr. S. Venkitaramanan as a Mgmt For *
Director, who retires by rotation
8. PLEASE NOTE THAT THIS RESOLUTION WILL Mgmt For *
BE PASSED AS A SPECIAL RESOLUTION IN
THE EVENT OF THE PROVISIONS OF
SECTION 224A OF THE COMPANIES ACT
1956 BECOMING APPLICABLE: Re-appoint
Messrs. Pannell Kerr Forster,
Chartered Accountants, as branch
Auditors of the Corporation for the
purpose of audit of the accounts for
the Corporation s branch office at
Dubai until the conclusion of the
next AGM, on such terms and
conditions and on such remuneration
as may be fixed by the Board of
Directors of the Corporation,
depending upon the nature and scope
9. Approve, pursuant to the provisions Mgmt For *
of Section 198, 269, 309 and other
applicable provisions of the
Companies Act, 1956, the re-
appointment of Mr. Deepak S. Parekh
as the Managing Director of the
Corporation (designated as Chairman),
for a period of 3 years with effect
from 01 MAR 2003, upon the terms and
conditions including remuneration and
authorize the Board of Directors to
alter and vary the terms and
conditions of the said reappointment
and/or agreement (including
authority, from time to time, to
determine the amount of salary and
commission as also the type and
amount of perquisites and other
benefits payable to Mr. Deepak S.
Parekh), in such manner as may be
agreed to between the Board of
Directors and Mr. Deepak S. Parekh;
provided that the remuneration to Mr.
Deepak S. Parekh shall not exceed the
limits prescribed under Schedule XIII
to the Companies Act, 1956, including
any amendment,
S.7 Re-appoint Messrs. S.B. Billimoria & Mgmt For *
Company, Chartered Accountants as the
Auditors of the Corporation until the
conclusion of the next AGM, on a
remuneration of INR 25,000,000 plus
applicable service tax and
reimbursement of out-of-pocket
expenses incurred by them for the
purpose of audit of the Corporation s
accounts at the head office and at
all branch offices of the Corporation
in India
- -------------------------------------------------------------------------------------------------------
HYSAN DEVELOPMENT CO LTD Agenda: 700481904
CUSIP: Y38203124 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: HK0014000126
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and consider the statement of Mgmt For *
accounts for the YE 31 DEC 2003
together with the reports of the
Directors and the Auditors thereon
2. Declare a final dividend together Mgmt For *
with a scrip alternative
3. Re-elect the retiring Directors Mgmt For *
4. Re-appoint Messrs. Deloitte Touche Mgmt For *
Tohmatsu as the Auditors and
authorize the Directors to fix their
5. Authorize the Directors of the Mgmt Against *
Company to allot, issue and dispose
of additional shares in the Company
and to make or grant offers,
agreements, options, warrants or
other securities during the relevant
period, not exceeding 20% of the
aggregate nominal amount of the share
capital of the Company; otherwise
than pursuant to i) a rights issue;
or ii) any Option Scheme or similar
arrangement; or iii) any scrip
dividend or similar arrangement
pursuant to the Articles of
Association of the company; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM is
6. Approve to extend the general mandate Mgmt For *
to the Directors of the Company to
purchase or otherwise acquire shares
of HKD 5 each in the capital of the
Company during the relevant period,
in accordance with all applicable
laws and the requirements of the
Rules Governing the Listing of
Securities on The Stock Exchange of
Hong Kong Limited, not exceeding 10%
of the aggregate nominal amount of
the share capital of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the
Company or the expiration of the
period within which the next AGM of
the Company is to be held by law
7. Approve, conditional upon the passing Mgmt Against *
of Resolutions 5 and 6, the aggregate
nominal amount of the shares which
are purchased or otherwise acquired
by the Company pursuant to Resolution
6 shall be added to the aggregate
nominal amount of the shares which
may be issued
S.8 Amend the Articles of Association of Mgmt For *
the Company as specified, on proposed
amendments to Articles of
- -------------------------------------------------------------------------------------------------------
KOREA ELECTRIC POWER CORP Agenda: 700462841
CUSIP: Y48406105 Meeting Type: AGM
Ticker: Meeting Date: 3/19/2004 ISIN: KR7015760002
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements Mgmt For *
2. Elect the Chief Executive Officer Mgmt For *
- -------------------------------------------------------------------------------------------------------
KT CORPORATION Agenda: 700457814
CUSIP: Y49915104 Meeting Type: AGM
Ticker: Meeting Date: 3/12/2004 ISIN: KR7030200000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING 124749 DUE TO ADDITIONAL Voting
RESOLUTIONS. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE.
1. Approve the financial statements Mgmt For *
2. Approve the partial amendment to the Mgmt For *
Articles of Incorporation: change of
newspaper for notice (from Daehan
mail to Seoul newspaper); change of
number of Audit Committee (from 3
members to more than 3 members)
3. Elect an Outside Director who are an Mgmt For *
Audit Committee member
4.1 Elect Mr. Hee Chang, Noh as a Mgmt For *
4.2 Elect Mr. Sung Deuk, Park as a Mgmt For *
4.3 PLEASE NOTE THAT THIS IS A Mgmt
SHAREHOLDER S PROPOSAL: Elect Mr.
Byung Hoon, Lee as a Director
5. Determine the remuneration limit of Mgmt For *
the Directors
6. Amend Management s contract Mgmt For *
- -------------------------------------------------------------------------------------------------------
MALAYAN BANKING BHD MAYBANK Agenda: 700414181
CUSIP: Y54671105 Meeting Type: AGM
Ticker: Meeting Date: 10/11/2003 ISIN: MYL1155OO000
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive the reports of the Directors Mgmt For *
and the Auditors and the audited
financial statements for the FYE 30
JUN 2003
2. Declare a final dividend of 17 sen Mgmt For *
per share less 28% income tax for the
FYE 30 JUN 2003
3. Re-elect Mr. Datuk Amirsham A. Aziz Mgmt For *
as a Director, who retires in
accordance with Articles 96 and 97 of
the Articles of Association of
4. Re-elect Mr. Mohammad bin Abdullah as Mgmt For *
a Director, who retires in
accordance with Articles 96 and 97 of
the Articles of Association of
5. Re-elect Mr. Dato Richard Ho Ung Hun Mgmt For *
as a Director of the Company until
the next AGM, who retires in
accordance with Section 129 of the
Companies Act 1965
6. Re-elect Mr. Raja Tan Sri Muhammad Mgmt For *
Alias bin Raja Muhd. Ali as a
Director of the Company until the
next AGM, who retires in accordance
with Section 129 of the Companies Act
7. Approve the Directors fees of MYR Mgmt For *
757,000 in respect of the FYE 30 JUN
2003
8. Re-appoint Messrs. Ernst & Young as Mgmt For *
the Auditors of Maybank until the
conclusion of the next AGM in 2004
and authorize the Board to fix their
remuneration
9. Authorize the Directors, pursuant to Mgmt Against *
Section 132D of the Companies Act
1965 and subject to the approval by
the regulatory authorities, to issue
shares in the Company of up to 10% of
the issued share capital of the
Company; Authority expires at the
conclusion of the next AGM
- -------------------------------------------------------------------------------------------------------
NAN YA PLASTICS CORP Agenda: 700475381
CUSIP: Y62061109 Meeting Type: AGM
Ticker: Meeting Date: 5/21/2004 ISIN: TW0001303006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
As per Trust Association s proxy Non-
voting guidelines, every shareholder Voting
is eligible to be nominated as a
candidate and be elected as a
director or a supervisor, regardless
of being recommended by the Company
and/or by other parties. If you
intend to limit you vote to a
particular candidate, you will need
to contact the candidate and/or the
issuing company to obtain the
candidate s name and ID number. ADP
ICS Global will endeavor to obtain
the names and numbers of nominees and
will update the meeting information
when/if available. Without such
specific information, votes cast on
nominee elections will be deemed as a
no vote. Please communicate any
special nominee voting instructions
1. Approve to report business operation Mgmt For *
result of the FY 2003
2. Ratify the financial reports of the Mgmt For *
FY 2003 and the net profit allocation
cash dividend TWD 1.8 per share
3. Elect the Directors and the Mgmt For *
4. Approve to discuss on issuing new Mgmt For *
shares, amend the Company Articles
and others stock dividend FM capital
surplus: 60/1000
- -------------------------------------------------------------------------------------------------------
POSCO Agenda: 700457434
CUSIP: Y70334100 Meeting Type: AGM
Ticker: Meeting Date: 3/12/2004 ISIN: KR7005490008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT Non-
TO MEETING # 122864 DUE TO THE Voting
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. Approve the financial statements/cash Mgmt For *
dividend KRW 5,000 for 1 common
2.1 Approve the partial amendment to the Mgmt For *
Articles of Incorporation as follows:
induction of accumulative voting
2.2 Approve the partial amendment to the Mgmt For *
Articles of Incorporation as follows:
improvement of Corporate governance
3.1 Elect outside Directors Mgmt For *
3.2 Elect outside Directors as Audit Mgmt For *
Committee members
3.3 Elect standing Directors Mgmt For *
4. Approve the ceiling amount of total Mgmt For *
remuneration for the Directors for
the fiscal year 2004
- -------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK Agenda: 700457852
CUSIP: Y71474129 Meeting Type: EGM
Ticker: Meeting Date: 3/10/2004 ISIN: ID1000057904
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the replacement of annual Mgmt For *
report and consolidated financial
statement for the year 2002, that
were ractified in the EGM on 09 MAY
2. Approve the annual report 2002 and Mgmt For *
ratification of the consolidated
financial statement of 2002 that have
been restated and re-audited
3. Approve to ratify the re-stated Mgmt For *
consolidated financial statement of
2000 and 2001
4. Approve the restatement of the Mgmt For *
Company net income allocation for the
year 2000, 2001 and 2002
5. Amend the composition of the Board of Mgmt For *
Commissioners and Board of Directors
- -------------------------------------------------------------------------------------------------------
QUANTA COMPUTER INC Agenda: 700497173
CUSIP: Y7174J106 Meeting Type: AGM
Ticker: Meeting Date: 6/15/2004 ISIN: TW0002382009
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
AS PER TRUST ASSOCIATION S PROXY Non-
VOTING GUIDELINES, EVERY SHAREHOLDER
Voting IS ELIGIBLE TO BE NOMINATED AS
A CANDIDATE AND BE ELECTED AS A
DIRECTOR OR A SUPERVISOR, REGARDLESS
OF BEING RECOMMENDED BY THE COMPANY
AND/OR BY OTHER PARTIES. IF YOU
INTEND TO VOTE FOR A LISTED
CANDIDATE, YOU WILL NEED TO CONTACT
THE CANDIDATE AND/OR THE ISSUING
COMPANY TO OBTAIN THE CANDIDATE S
NAME AND ID NUMBER. WITHOUT SUCH
SPECIFIC INFORMATION, AN ELECTION
1.1 Receive the 2003 operating report and Mgmt For *
2004 business goal
1.2 Receive the 2003 Audited report Mgmt For *
1.3 Receive the status of global Mgmt For *
depository receipt issuance
1.4 Receive the status of Euro Mgmt For *
convertible bond
2.1 Acknowledge the 2003 financial Mgmt For *
statement
2.2 Approve the allocation of retained Mgmt For *
earnings for FY 2003; cash dividend:
TWD 2 per share
3.1 Approve to issue new shares from Mgmt For *
retained earnings and issue employee
bonus shares; stock dividend: 100 for
1,000 shares held
3.2 Approve to release the prohibition on Mgmt For *
Directors from participation of
competitive business with Quanta
Computers
3.3 Approve the revision to the Articles Mgmt Abstain *
of Incorporation
4. Elect the Directors and Supervisors Mgmt For *
5. Extraordinary motions Other For *
- -------------------------------------------------------------------------------------------------------
RANBAXY LABORATORIES LTD Agenda: 700529677
CUSIP: Y7187Y140 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: INE015A01010
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive, consider and adopt the Mgmt For *
profit and loss account for the YE 31
DEC 2003 and the balance sheet as at
that date and the reports of the
Directors and the Auditors thereon
10. Approve to appoint, pursuant to the Mgmt For *
Sections 198, 269 and 309 read with
Schedule XIII of the Companies, Act,
1956 and other applicable provisions,
Mr. Malvinder Mohan Singh as
President-Pharmaceuticals and Whole-
time Director of the Company for a
period of 5 years effective 01 JAN
2004, at a specified remuneration and
authorize the Board of Directors to
take such steps as the Board may
consider necessary or expedient to
give effect to the resolution
11. Approve to appoint, pursuant to the Mgmt For *
Sections 198, 269 and 309 read with
Schedule XIII of the Companies, Act,
1956 and other applicable provisions,
Dr. Brian W. Tempest as Joint
Managing Directors and CEO Designate
for the period from 01 JAN 2004 to 04
JUL 2004 and as Chief Executive
Officer and Managing Director for the
period from 05 JUL 2004 to 31 DEC
2007 at a specified remuneration and
authorize the Board of Directors to
take such steps as the Board may
consider necessary or expedient to
give effect to the resolution
2. Declare a dividend on equity shares Mgmt For *
3. Re-appoint Mr. Tejendra Khanna as a Mgmt For *
Director
4. Re-appoint Mr. Vivek Bharat Ram as a Mgmt For *
Director
5. Re-appoint Mr. Vivek Mehra as a Mgmt For *
Director
6. Re-appoint M/s. Walker, Chandiok & Mgmt For *
Co, as the Auditors of the Company
until the conclusion of the next AGM
and fix their remuneration
7. Appoint Mr. V.K. Kaul as a Director Mgmt For *
of the Company
8. Appoint Mr. Gurucharan Das as a Mgmt For *
Director of the Company
9. Appoint Mr. Malvinder Mohan Singh as Mgmt For *
a Director of the Company
S.12 Approve that subject to requisite Mgmt For *
approvals, the Directors of the
Company other than the Managing and
Whole-time Directors may be paid
remuneration, by way of commission
annually for each of the 5 FY of the
Company commencing from 01 JAN 2004
as may be determined by the Board of
Directors or a Committee thereof from
time to time not exceeding 1% of the
net profit of the Company in
aggregate for all the Non-Executive
Directors in a FY as provided under
Section 309(4) of the Companies Act,
1956 or any amendment or modification
thereof and computed in the manner
referred to in Section 198(1) of the
Companies Act, 1956 or an amendment
or modification thereof and further
that such payment in the above manner
to be in addition to the fees for
attending meetings of the Board and
Committee(s) thereof which each such
Director may be entitled to receive
under the Articles of Association of
the Company and authorize the Board
of Directors to take such steps as
the Board may consider necessary or
expedient to give effect to the
- -------------------------------------------------------------------------------------------------------
RELIANCE INDUSTRIES LTD Agenda: 700530086
CUSIP: Y72596102 Meeting Type: AGM
Ticker: Meeting Date: 6/24/2004 ISIN: INE002A01018
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve and adopt the audited balance Mgmt For *
sheet as at 31 MAR 2004, profit and
loss account for the YE on that date
and the reports of Board of Directors
and the Auditors thereon
2. Declare a dividend on Equity Shares Mgmt For *
3. Re-appoint Shri M. L. Bhakta as a Mgmt For *
Director, who retires by rotation
4. Re-appoint Dr. D.V. Kapur as a Mgmt For *
Director, who retires by rotation
5. Re-appoint Shri M.P. Modi as a Mgmt For *
Director, who retires by rotation
6. Appoint Messrs Chaturvedi & Shah, Mgmt For *
Chartered Accountants, and Messrs
Rajendra & Co., Chartered
Accountants, the retiring Auditors of
the Company, as Joint Auditors, who
hold office from the conclusion of
this AGM until the conclusion of the
next AGM and fix their remuneration
- -------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRONICS CO LTD Agenda: 700453183
CUSIP: Y74718100 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: KR7005930003
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement, the Mgmt For *
balance sheet, the proposed
disposition of retained earning, the
statement of profit and loss and KRW
5,000 per 1 common share and KRW
5,050 per 1 preferred share
2.1 Elect an External Director Mgmt For *
2.2 Elect the Auditors Mgmt For *
2.3 Elect an Internal Director Mgmt For *
3. Approve the remuneration limit for Mgmt For *
Directors
- -------------------------------------------------------------------------------------------------------
SAMSUNG SDI CO LTD Agenda: 700453777
CUSIP: Y74866107 Meeting Type: AGM
Ticker: Meeting Date: 2/27/2004 ISIN: KR7006400006
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statement/KRW Mgmt For *
2,500 per 1 common share
2. Elect the Director Mgmt For *
3. Approve the remuneration limit for Mgmt For *
the Directors
- -------------------------------------------------------------------------------------------------------
SHINHAN FINANCIAL GROUP CO LTD Agenda: 700461899
CUSIP: Y7749X101 Meeting Type: AGM
Ticker: Meeting Date: 3/25/2004 ISIN: KR7055550008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the financial statements and Mgmt For *
KRW 600 per 1 common share
2. Amend the Articles of Incorporation Mgmt For *
3. Elect the Directors Mgmt For *
4. Elect the Auditor s Committee Member Mgmt For *
5. Approve the remuneration limit for Mgmt For *
the Directors
6. Approve the stock option for employee Mgmt For *
of the Company and subsidiary
- -------------------------------------------------------------------------------------------------------
SINGAPORE TECHNOLOGIES ENGINEERING LTD Agenda: 700465366
CUSIP: Y7996W103 Meeting Type: AGM
Ticker: Meeting Date: 3/31/2004 ISIN: SG1F60858221
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and adopt the Directors Mgmt For *
report and the audited accounts for
the YE 31 DEC 2003 and the Auditors
report thereon
2. Declare a first and final tax Mgmt For *
exemption dividend of 35% and a
special tax exemption dividend of 78%
for the YE 31 DEC 2003
3.A.1 Re-elect Mr. Koh Beng Seng as a Mgmt For *
Director whom will cease to hold
office pursuant to Article 104 of the
Articles of Association of the
3.A.2 Re-elect Mr. MG NG Yat Chung as a Mgmt For *
Director whom will cease to hold
office pursuant to Article 104 of the
Articles of Association of the
3.A.3 Re-elect Dr. Tan Kim Siew as a Mgmt For *
Director whom will cease to hold
office pursuant to Article 104 of the
Articles of Association of the
3.B.1 Re-elect Prof. Lui Pao Chuen as a Mgmt For *
Director who retires by rotation
pursuant to Article 98 of the
Articles of Association of the
3.B.2 Re-elect Mr. Winston Tan Tien Hin as Mgmt For *
a Director who retires by rotation
pursuant to Article 98 of the
Articles of Association of the
3.C Approve the retirement of Mr. Tan Mgmt For *
Guong Ching as a Director who retires
by rotation pursuant to Article 98
of the Articles of Association of the
Company
4. Approve the sum of SGD 361,959 as the Mgmt For *
Directors fees for the YE 31 DEC
5. Re-appoint the Ernst & Young as the Mgmt For *
Auditors of the Company and authorise
the Directors to fix their
6. Transact any other business Other Against *
7. Authorize the Directors, in Mgmt For *
compliance with the listing manual of
the Singapore Exchange Securities
Trading Limited, to issue ordinary
shares in the capital of the Company
shares by way of rights, bonus or
otherwise, and/or make or grant
offers agreements or options
instruments that might or would
require shares to be issued,
including but not limited to the
creation and issue of as well as
adjustments to warrants, debentures
or other instruments convertible into
shares at any time and such terms and
conditions and for such purposes and
to such persons as the Directors may
deem fit, the aggregate number of
shares issued not exceeding 50% of
the issued share capital of the
Company, of which the aggregate
number of shares to be issued other
than on a pro-rata basis to the
existing shareholders of the Company
does not exceed 20% of the issued
share capital of the Company and the
percentage of issued share capital
shall be calculated based on the
Company s issued share capital at the
date of passing of this resolution
after adjusting for new shares
arising from the conversion or
exercise of any convertible
securities or share options or
vesting of awards which are
outstanding or subsisting at the time
this resolution is passed, any
subsequent consolidation or
subdivision of shares; Authority
expires the earlier of the conclusion
of the next AGM of the Company or
8. Authorize the Directors to offer and Mgmt For *
grant options in accordance with the
provisions of the Singapore
Technologies Engineering Shares
Option Plan Share Option Plan ,
and/or to grant awards in accordance
with the provisions of the Singapore
Technologies Engineering Performance
Shares Plan Performance Shares Plan ,
and/or the Singapore Technologies
Engineering Restricted stock plan
Restricted stock plan, the Share
Option Plan, the Performance Shares
Plan, the Restricted stock plan,
together the Share Plans, and to
allot and issue such number of
ordinary shares of SGD 0.10 each in
the Capital of the Company as may be
required to be issued pursuant to the
exercise of options under the Share
Option Plan and/or such number of
fully paid shares as may be required
to be issued pursuant to the vesting
of awards under the Performance
Shares Plan and/or the Restricted
stock plan, and the aggregate number
of ordinary shares to be issued shall
not exceed 15% of the issued share
capital of the
- -------------------------------------------------------------------------------------------------------
SINGAPORE TECHNOLOGIES ENGINEERING LTD Agenda: 700465291
CUSIP: Y7996W103 Meeting Type: EGM
Ticker: Meeting Date: 3/31/2004 ISIN: SG1F60858221
For/Against
Proposal Type Vote Management
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1. Authorize the Directors of the Mgmt For *
Company, for the purposes of Sections
76C and 76E of the Companies Act,
Chapter 50 of Singapore Companies Act
to purchase or otherwise acquire
issued ordinary shares of SGD 0.10
each fully paid in the capital of the
Company, not exceeding in aggregate
10 % of the issued ordinary share
capital of the Company and 105% of
the average closing price of the
ordinary shares, and of an off-market
purchase of an ordinary share
pursuant to an Equal Access Scheme,
110% of the average closing price of
the ordinary shares, on the Singapore
Exchange Securities Trading Limited
SGX-ST, and/or off-market purchases
if effected otherwise than on the
SGX-ST in accordance with any Equal
Access Scheme(s), shall satisfy all
the conditions specified by the
Companies Act, means the average of
the last dealt prices of an ordinary
share over the previous 5 market days
on which the ordinary shares are
transacted on the SGX-ST immediately
preceding the date of market purchase
by the Company or, as case may be the
date of the making of the offer
pursuant to the off- market purchase,
and deemed to be adjusted in
accordance with the Listing Rules of
the SGX-ST for any corporate action
which occurs after the relevant
five-day period; authorize the
Directors of the Company and/or any
of them to do all such acts and
things as they and/or he may consider
expedient or necessary to give effect
to the transactions contemplated by
this Resolution; Authority expires
the earlier of the date of the next
AGM of the Company is held, or the
date
2. Authorize the Company, its Mgmt For *
subsidiaries and associated Companies
that are entities at risk Chapter 9
or any of them, for the purposes of
Chapter 9 of the Listing Manual of
the Singapore Exchange Securities
Trading Limited SGX-ST, to enter
into any of the transactions falling
within the types of interested person
transactions as specified, with any
party who is of the class of
interested persons as specified,
provided that such transactions are
made on normal commercial terms and
in accordance with review procedures
of such interested person
transactions, authorize the Directors
of the Company, to complete and do
all such acts and things as they may
consider expedient or necessary or in
the interests of the Company
including executing all such
documents as may be required to give
effect to the shareholders mandate
and/or this resolution; Authority
expires at the conclusion of the next
AGM of the Company
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SINGAPORE TELECOMMUNICATIONS LTD Agenda: 700393553
CUSIP: Y79985126 Meeting Type: AGM
Ticker: Meeting Date: 8/29/2003 ISIN: SG1A62000819
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
Transact any other business Non-
Voting
1. Receive and adopt the audited Mgmt For *
accounts for the FYE 31 MAR 2003 and
the Directors report and the
Auditors report thereon
10. Authorize the Directors to allot and Mgmt Abstain *
issue shares in the capital of the
Company, pursuant to the exercise of
options under the Singapore Telecom
Share Option Scheme 1999, not
exceeding 10% of the issued share
capital of the Company
2. Declare a 1st and final dividend of Mgmt For *
36 2/3% or 5.5 cents per share less
income tax in respect of the FYE 31
MAR 2003
3. Re-elect Mr. Lee Hsien Yang as a Mgmt For *
Director, who retires by rotation in
accordance with Article 97 of the
Company s Articles of Association
4. Re-elect Mr. Quek Poh Huat as a Mgmt For *
Director, who retires by rotation in
accordance with Article 97 of the
Company s Articles of Association
5. Re-elect Mr. Heng Swee Keati as a Mgmt For *
Director
6. Re-elect Mr. Simon Israeli as a Mgmt For *
Director
7. Re-elect Professor Tommy Kohi as a Mgmt For *
Director
8. Approve the payment of Directors fee Mgmt For *
by a) the Company of SGD 675,375 for
the FYE 31 MAR 2003 and b) the
Company and its child entities of SGD
855,375 for the FYE 31 MAR 2003
9. Appoint the Auditors; and authorize Mgmt For *
the Directors to fix their
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SINGAPORE TELECOMMUNICATIONS LTD Agenda: 700393565
CUSIP: Y79985126 Meeting Type: EGM
Ticker: Meeting Date: 8/29/2003 ISIN: SG1A62000819
For/Against
Proposal Type Vote Management
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1. (a) Approve the new SingTel Mgmt For *
Performance Share Plan the Plan ,
under which awards Awards of fully
paid-up ordinary shares of SGD 0.15
each in the capital of the Company
Ordinary Shares, their equivalent
cash value or combinations thereof
will be granted, free of charge, to
selected employees of the Company
and/or its subsidiaries, including
Executive Directors of the Company,
and other selected participants; and
(b) authorize the Directors of the
Company to establish, administer
modify and/or alter the Plan from
time to time, provided that such
modification and/or alteration is
effected in accordance with the
provisions of the Plan and to do all
such acts and to enter into all such
transactions and arrangements as may
be necessary or expedient in order to
give full effect to the Plan; (c) and
authorize the Directors of the
Company to grant Awards in accordance
with the provisions of the Plan and
to allot and issue such number of
fully paid-up Ordinary Shares as may
be required to be issued pursuant to
the vesting of Awards under the Plan,
provided that the aggregate number of
Ordinary Shares to be allotted and
issued pursuant to the Singapore
Telecom Share Option Scheme 1999 and
the Plan shall not exceed 10% of the
total issued ordinary share capital
of the Company
2. Approve, pursuant to Exception 9 in Mgmt For *
Listing Rule 7.2 of the Listing Rules
of Australian Stock Exchange
Limited, the issue of ordinary shares
under the SingTel Performance Share
Plan, as an exception to ASX Listing
3. Approve, for the purposes of Listing Mgmt For *
Rule 10.14 of the Listing Rules of
Australian Stock Exchange Limited,
the participation by the relevant
person in the SingTel Performance
4. Authorize the Directors, for the Mgmt For *
purposes of Sections 76C and 76E of
the Companies Act, to purchase or
otherwise acquire ordinary shares in
the issued share capital of the
Company, not exceeding in aggregate
10 % of the issued ordinary share
capital of the Company and 10% of the
issued non-redeemable preference
share capital of the Company
respectively, by way of market
purchases on the Singapore Exchange
Securities Trading Limited SGX-ST ,
and/or, off-market purchases effected
otherwise than on the SGX-ST in
accordance with any equal access
scheme(s), at a price of up to 105%
of the average closing market prices
over the previous 5 market days in
case of market purchase and 110% in
the case of off-market purchase, and
things including executing such
documents as may be required as they
and/or he may consider expedient or
necessary to give effect to the
transactions contemplated and/or
authorized by this Resolution;
Authority expires the earlier of the
date on which the next AGM of the
Company is to be held or is required
6. Authorize the Directors of the Mgmt Against *
Company, notwithstanding the
provisions of the Articles of
Association of the Company, and
pursuant to Section 161 of the
Companies Act, Chapter 50, and the
listing rules of the Singapore
Exchange Securities Trading Limited,
to issue shares in the capital of the
Company by way of rights, bonus or
otherwise, up to 50% of the issued
share capital of the Company make or
grant offers, agreements or options
Instruments that might or would
require shares to be issued,
including but not limited to the
creation and issue of as well as
adjustments to warrants, debentures
or other instruments convertible into
shares, at any time and upon such
terms and conditions and for such
purposes and to such persons as they
may in their absolute discretion deem
fit; and, of which the aggregate
number of shares to be issued other
than on a pro-rata basis to
shareholders of the Company does not
exceed 15% of the issued share
capital of the Company; Authority
expires the earlier of the date on
which the next AGM of the Company is
to be held or is required by law to
S.5 Amend Articles 9(B), 11(B), 19, 116, Mgmt For *
138, 140, 150, 154 and 155 and the
heading ALTERATION OF ARTICLES before
Article 154 of the Articles, and
renumber Articles 51, 152 and 153 of
the Articles of Association of the
Company
- -------------------------------------------------------------------------------------------------------
SUN HUNG KAI PROPERTIES LTD Agenda: 700416274
CUSIP: Y82594121 Meeting Type: AGM
Ticker: Meeting Date: 11/18/2003 ISIN: HK0016000132
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the report of the Mgmt For *
Directors and the audited accounts
for the YE 30 JUN 2003
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors and approve to Mgmt For *
fix their remuneration
4. Re-appoint the Auditors and authorize Mgmt For *
the Director to fix their
5. Authorize the Directors of the Mgmt For *
Company to repurchase shares of the
Company during the relevant period,
on The Stock Exchange of Hong Kong
Limited Stock Exchange or any other
stock exchange recognized for this
purpose by the Securities and Futures
Commission and the Stock Exchange
under the Hong Kong Code on Share
Repurchases for such purposes, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is to be
held by its Articles of Association
or by the Laws of Hong
6. Authorize the Directors of the Mgmt Abstain *
Company to allot, issue and deal with
additional shares in the capital of
the Company and make or grant offers,
agreements, options and warrants
during and after the relevant period,
not exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company, otherwise
than pursuant to: i) a rights issue;
or ii) any share option scheme or
similar arrangement; or iii) any
scrip dividend or similar
arrangement; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM of the Company is to be held by
its Articles of Association or by the
Laws of Hong Kong
7. Authorize the Directors of the Mgmt Abstain *
Company to exercise the powers of the
Company referred to in Resolution 6
in respect of the amount representing
the aggregate nominal amount of
share capital of the Company
repurchased under Resolution 5
8. Transact any other business Other For *
- -------------------------------------------------------------------------------------------------------
SWIRE PACIFIC LTD Agenda: 700496816
CUSIP: Y83310105 Meeting Type: AGM
Ticker: Meeting Date: 5/13/2004 ISIN: HK0019000162
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Declare a final dividend Mgmt For *
2. Re-elect the Directors Mgmt For *
3. Re-appoint the Auditors and authorize Mgmt For *
the Directors the Directors to fix
their remuneration
4. Authorize the Directors to make on Mgmt For *
market share repurchases of any class
of the Company s shares during the
relevant period, not exceeding 10% of
the aggregate nominal amount of the
shares of that class in issue;
Authority expires the earlier of the
conclusion of the next AGM or the
expiration of the period within which
the next AGM is to be held by law
5. Authorize the Directors of the Mgmt Against *
Company to allot, issue and deal with
additional shares in the capital of
the Company and make or grant offers,
agreements and options during and
after the relevant period, not
exceeding 20% of the aggregate
nominal amount of the shares of that
class in issue otherwise than
pursuant to: i) a rights issue; or
ii) any scrip dividend or similar
arrangement; Authority expires the
earlier of the conclusion of the next
AGM of the Company or the expiration
of the period within which the next
AGM is to be held by law; the
nominal amount of any shares of that
class repurchased by the Company
subsequent to the passing of this
resolution up to 10% of the aggregate
nominal amount of the shares of that
class in issue at the
6. Authorize the Directors to exercise Mgmt For *
the powers of the Company referred to
in the Resolution 5
S.7 Amend the Articles of Association of Mgmt For *
the Company: a) by adding some
definitions in Article 2(a) and by
deleting some words in Article 2(a);
b) by adding some paragraphs (g) and
(h) after paragraph (f) in Article 2;
c) by deleting some words in Article
7(a) and substituting with new words;
d) by adding a new Article 63A after
Article 63; e) by adding new Article
81A after Article 81; f) by deleting
some words in Article 95 and
substituting with new words; g) by
amending Article 116; h) by adding
some words in Article 123; i) by
deleting Article 165 and substituting
with the new Article; j) by deleting
Article 167 and substituting with the
new Article; k) by deleting Article
169 and subsisting with the new
Article; l) by deleting Article 171
and substituting with the new
Article; m) by deleting some words in
Article 172 and substituting with the
new words; n) by deleting Article 174
entirely and substituting with the
new Article; and o) by deleting
Article 175 entirely
- -------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda: 700472676
CUSIP: Y84629107 Meeting Type: AGM
Ticker: Meeting Date: 5/11/2004 ISIN: TW0002330008
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
PLEASE BE ADVISED THAT THIS IS A Non-
REVISION DUE TO THE REVISED WORDING Voting
OF RESOLUTIONS. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RE-
SEND THIS PROXY FORM UNLESS YOU WISH
TO AMEND YOU VOTING INSTRUCTIONS.
1.1 Receive the business report of 2003 Mgmt For *
1.2 Receive the Supervisors review report Mgmt For *
1.3 Receive the report of status of Mgmt For *
acquisition or disposal of assets
with related parties for 2003
1.4 Receive the report of status of Mgmt For *
guarantee provided TSMC as of the end
of 2003
2.1 Approve to accept 2003 business Mgmt For *
report and financial statement
2.2 Approve the distribution of 2003 Mgmt For *
profits cash dividend TWD 0.6 per
share, stock dividend 140 shares per
1000 shares subject to 20%
withholding tax
2.3 Approve the issuance of new shares Mgmt For *
from retained earnings, stock
dividend: 140 for 1,000 shares held
- -------------------------------------------------------------------------------------------------------
THE WHARF (HOLDINGS) LTD Agenda: 700504067
CUSIP: Y9551M108 Meeting Type: AGM
Ticker: Meeting Date: 5/18/2004 ISIN: HK0004000045
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Receive and approve the statements of Mgmt No Action *
accounts and the reports of the
Directors and the Auditors for the YE
31 DEC 2003
2. Declare a final dividend for the YE Mgmt No Action *
31 DEC 2003
3. Re-elect the retiring Directors Mgmt No Action *
4. Appoint the Auditors and authorize Mgmt No Action *
the Directors to fix their
5. Authorize the Directors of the Mgmt No Action *
Company to purchase shares in the
capital of the Company during the
relevant period, on The Stock
Exchange of Hong Kong Limited or any
other stock exchange may recognized
by the Securities and Futures
Commission of Hong Kong and The stock
exchange of Hong Kong Limited under
the Code on share repurchases, not
exceeding 10% of the aggregate
nominal amount of the issued share
capital of the Company; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is
6. Authorize the Directors of the Mgmt No Action *
Company to allot, issue and deal with
additional shares in the capital of
the Company and make or grant offers,
agreements and options during and
after the relevant period, not
exceeding 20% of the aggregate
nominal amount of the issued share
capital of the Company; and the
nominal amount of share capital of
the Company repurchased by the
Company subsequent to the passing of
this resolution 10% of the aggregate
nominal amount of the share capital
of the company in issue at the date
of passing this resolution ,
otherwise than pursuant to: i) any
executive or employee share option or
incentive scheme; or ii) a rights
issue; or iii) any scrip dividend or
similar arrangement; Authority
expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within
7. Approve to extend the general mandate Mgmt No Action *
granted to the Directors of the
Company to allot, issue and deal with
additional shares of the Company
pursuant to Resolution 6, by an
amount representing the aggregate
nominal amount of the share capital
repurchased by the Company pursuant
to Resolution 5, provided that such
amount does not exceed 10% of the
aggregate nominal amount of the
issued share capital of the Company
at the date of passing this
S.8 Amend the Articles of Association of Mgmt No Action *
the Company as follows: a) by adding
the new definition after the
definition in Article 2; b) by adding
a new Article 84A immediately after
Article 84; c) by deleting sub-
paragraphs (B)(i) and (ii) of Article
102 in their entireties and
substituting with the new sub-
paragraphs; by deleting Article 06 in
its entirety and substituting with
new Article; and e) by deleting a
word in first line in Article 107 and
substituting with a new word and by
deleting the margin note of Article
107 in its entirety and substituting
with a new margin note
- -------------------------------------------------------------------------------------------------------
YANZHOU COAL MINING CO LTD Agenda: 700504548
CUSIP: Y97417102 Meeting Type: AGM
Ticker: Meeting Date: 6/25/2004 ISIN: CN0009131243
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the working report of the Mgmt For *
Board of Directors of the Company
Board for the YE 31 DEC 2003
10. Transact the written proposals put Other For *
forward at meeting by any
shareholders holding 5% or more of
the shares carrying the right to vote
2. Approve the working report of the Mgmt For *
Supervisory committee of the Company
for the YE 31 DEC 2003
3. Approve the audited financial Mgmt For *
statements of the Company as at and
for the YE 31 DEC 2003
4. Approve the profit distribution plan Mgmt For *
and the final dividend and special
cash dividend distribution plans of
the Company for the YE 31 DEC 2003
and authorize the Board to distribute
such final dividend and special cash
dividend to the shareholder of the
Company
5. Approve to fix the remuneration of Mgmt For *
the Directors and Supervisors of the
Company for the YE 31 DEC 2004
6.1 Appoint Mr. Wang Xin as Director of Mgmt For *
the Company until the conclusion of
the next AGM of the Company
6.2 Appoint Mr. Wang Xinkun as Director Mgmt For *
of the Company until the conclusion
of the next AGM of the Company
6.3 Appoint Mr. Wang Quanxi as Director Mgmt For *
of the Company until the conclusion
of the next AGM of the Company
7. Appoint Deloitte Touche Tohmatsu Mgmt For *
certified public accountants in Hong
Kong and Dolitte Touche Tohmatsu
certified Public Accountants Ltd.
certified public accountants in PRC
excluding Hong Kong as the Company s
international and domestiv Auditors
for the Year 2004, to hold office
until the conclusion of the next AGM
and fix their remuneration
S.8 Amend the Articles of Association of Mgmt For *
the Company and authorize the Board
to do all such things as necessary in
connection with such amendments
S.9 Approve the general mandate to be Mgmt For *
granted to the Board to issue new
shares
- -------------------------------------------------------------------------------------------------------
ZHEJIANG EXPRESSWAY CO LTD Agenda: 700473325
CUSIP: Y9891F102 Meeting Type: AGM
Ticker: Meeting Date: 5/21/2004 ISIN: CN0009068411
For/Against
Proposal Type Vote Management
- -------------------------------------------------------------------------------------------------------
1. Approve the report of the Directors Mgmt For *
for the year 2003
2. Approve the report of the Supervisory Mgmt For *
Committee for the year 2003
3. Approve the audited financial Mgmt For *
statements for the year 2003
4. Approve the distribution of profits Mgmt For *
for the year 2003
5. Approve the financial budget for the Mgmt For *
year 2004
6. Re-appoint Ernst & Young Hong Kong Mgmt For *
certified Public Accountants and
Zhejiang Pan-China certified Public
Accountants as the international
Auditors and the PRC Auditors of the
Company respectively and authorize
the Board of Directors to fix the
remunerations
S.1 Authorize the Board of Directors of Mgmt Abstain *
the Company: 1) subject to Paragraphs
(2) and (3) below, to exercise during
the relevant period Paragraph (4) all
the powers of the Company to allot,
issue or otherwise deal with, either
separately or concurrently, each of
the existing issued Domestic Shares
Domestic Shares and overseas listed
foreign shares H Shares in the
capital of the Company; 2) subject to
the approval as required under
Paragraph (1) above, to allot or
issue Domestic Shares and H Shares,
either separately or concurrently, of
not more than 20% of each of the
existing issued Domestic Shares and H
Shares in the capital of the Company
as at the date of passing this
resolution; 3) approval as required
in Paragraph (1) above is subject to
the granting of approval from the
China Securities Regulatory
Commission; 4) authority expires the
earlier of the conclusion of the next
AGM or 12 months from the passing of
this resolution; and 5) to make
appropriate amendments to the
relevant Article of the Articles of
Association of the Company after the
completion of the allotment and
issuance as provided in Paragraph (1)
above, to increase the share capital
of the Company and reflect the new
share structure of the Company and to
complete the related registration
formalities with the relevant
S.2 Authorize the Board of Directors of Mgmt For *
the Company to amend the Articles of
Association of the Company; and
authorize the Board to modify the
wordings of the amendments as
appropriate and to do all such things
as necessary in respect of the
amendments pursuant to the
requirements if any of the relevant
PRC authorities or under the rules of
any stock exchange on which any
securities of the Company are listed:
1) amend Sub-Paragraph (1) of Article
40; 2) by inserting new Article 48A
after the existing Article 48 and
before the existing Article 49; 3)
amend the first Paragraph of Article
70; 4) by inserting new Article 81A
after the existing Article 81 and
before the existing Article 82; 5)
amend the second Paragraph of Article
91; 6) amend the second and third
Paragraphs of Article 126; 7) amend
Article 127; and 8) amend and replace
the
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ZHEJIANG EXPRESSWAY CO LTD Agenda: 700404609
CUSIP: Y9891F102 Meeting Type: EGM
Ticker: Meeting Date: 10/9/2003 ISIN: CN0009068411
For/Against
Proposal Type Vote Management
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1. Approve the proposed interim dividend Mgmt For *
of the Company for the 6 months
ended 30 JUN 2003
*Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) CAPITAL WORLD GROWTH AND INCOME FUND, INC.
By (Signature) /S/ Stephen E. Bepler
-------------------------------------------
Name Stephen E. Bepler
Title President and Principal Executive Officer
Date 08-26-2004