UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-22335
NAME OF REGISTRANT: Evermore Funds Trust
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 89 Summit Avenue, 3rd Floor
Summit, NJ 07901
NAME AND ADDRESS OF AGENT FOR SERVICE: Eric LeGoff
89 Summit Avenue, 3rd Floor
Summit, NJ 07901
REGISTRANT'S TELEPHONE NUMBER: 908-378-2880
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2012 - 06/30/2013
Evermore Global Value Fund
--------------------------------------------------------------------------------------------------------------------------
ACKERMANS & VAN HAAREN NV, WILRIJK Agenda Number: 704470121
--------------------------------------------------------------------------------------------------------------------------
Security: B01165156
Meeting Type: AGM
Meeting Date: 27-May-2013
Ticker:
ISIN: BE0003764785
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 193000 DUE TO CHANGE IN VOTING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
1 Annual report of the board of directors for Non-Voting
the year ended December 31, 2012
2 Auditor's report for the year ended Non-Voting
December 31, 2012
3 Approval of the statutory and consolidated Mgmt For For
annual accounts for the year ended December
31, 2012, including the approval of the
distribution of a gross dividend of Euro
1.67 per share
4.1 Discharge of the director: Luc Bertrand Mgmt For For
4.2 Discharge of the director: Jacques Delen Mgmt For For
4.3 Discharge of the director: Teun Jurgens Mgmt For For
4.4 Discharge of the director: Pierre Macharis Mgmt For For
4.5 Discharge of the director: Julien Pestiaux Mgmt For For
4.6 Discharge of the director: Thierry van Mgmt For For
Baren
4.7 Discharge of the director: Frederic van Mgmt For For
Haaren
4.8 Discharge of the director: Pierre Willaert Mgmt For For
5 Discharge of the auditor for the exercise Mgmt For For
of his mandate during the year ended
December 31, 2012
6.1 Approval of the renewal of the mandate of Mgmt For For
Mr Luc Bertrand for a period of four (4)
years. The director is entitled to an
annual base remuneration of 30,000 euros
and an attendance fee of 2,500 euros per
meeting of the board of directors or an
advisory committee. Luc Bertrand (born
1951, Belgian) is chairman of the executive
committee of Ackermans & van Haaren. He
graduated in 1974 as a commercial engineer
(KU Leuven) and began his career at Bankers
Trust, where he held the position of
Vice-President and Regional Sales Manager,
Northern Europe. He has been with Ackermans
& van Haaren since 1986. He holds various
mandates as director within and outside the
Ackermans & van Haaren group. His mandates
include being chairman of the board of
directors of DEME, Dredging International,
Finaxis, Sofinim and Leasinvest Real Estate
and he is a director at Sipef, Atenor Group
and Groupe Flo. Outside the group, Luc
Bertrand holds mandates as director at
Schroeders and ING Belgium. Luc Bertrand is
also active at social level and is, among
other things, chairman of Guberna (the
Belgian Governance Institute) and
Middelheim Promotors, and sits on the
boards of several other non-profit
organizations and public institutions such
as KU Leuven, de Duve Institute, Institute
of Tropical Medicine and Museum Mayer van
den Bergh. Luc Bertrand was appointed
director at Ackermans & van Haaren in 1985
6.2 Approval of the renewal of the mandate of Mgmt For For
Mr Frederic van Haaren for a period of four
(4) years. The director is entitled to an
annual base remuneration of 30,000 euros
and an attendance fee of 2,500 euros per
meeting of the board of directors or an
advisory committee. If the board of
directors thereafter reappoints Frederic
van Haaren as member of the remuneration
committee, he shall be entitled to an
additional annual remuneration of 2,500
euros. Frederic van Haaren (born 1960,
Belgian) is an independent entrepreneur and
member of the council of the municipality
of Kapellen. He is also active as a
director for various companies and
associations. He is, among other things,
director at water-link, chairman of the
non-profit organization Consultatiebureau
voor het Jonge Kind in Kapellen, of
Zonnekind primary school in Kalmthout and
of Bosgroepen Antwerpen Noord as well as
member of the police council of the police
zone North. Frederic van Haaren was
appointed director at Ackermans & van
Haaren in 1993 and is a member of the
remuneration committee
6.3 Approval of the appointment of Mrs Alexia Mgmt For For
Bertrand for a period of four (4) years.
The director is entitled to an annual base
remuneration of 30,000 euros and an
attendance fee of 2,500 euros per meeting
of the board of directors or an advisory
committee. Alexia Bertrand (born 1979,
Belgian) took a degree in law at the
Universite Catholique de Louvain (2002) and
obtained a Master of Laws at Harvard Law
School (2005). Alexia Betrand specializes
in financial and company law. In February
2012 she became an adviser to the Deputy
Prime Minister and Minister for Foreign
Affairs. Before that, Alexia Bertrand
worked as a lawyer at the Brussels Bar with
Clifford Chance and Linklaters
respectively. She was also a teaching
assistant at the Law Faculty of the
Universite Catholique de Louvain and
research assistant at the Katholieke
Universiteit Leuven
7 Approval of the renewal of the mandate of Mgmt For For
Ernst & Young Bedrijfsrevisoren BCVBA, with
registered offices at 1200 Brussels, Marcel
Thirylaan 204, represented by Mr Marnix Van
Dooren, partner, as auditor of the company
for a period of three years and approval of
the annual remuneration of 46,480 Euros
(VAT excl.)
8 Approval of the remuneration report Mgmt For For
9 Approval of a notice period of 18 months in Mgmt For For
case of termination by the company of the
agreement of independent services with Koen
Janssen, member of the executive committee
10 Questions at the end of the meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
ALENT PLC, SURREY Agenda Number: 704445685
--------------------------------------------------------------------------------------------------------------------------
Security: G0R24A103
Meeting Type: AGM
Meeting Date: 21-May-2013
Ticker:
ISIN: GB00B7T18K89
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Annual Report and Accounts Mgmt For For
2 Final dividend Mgmt For For
3 Directors' Remuneration Report Mgmt For For
4 Re-elect P Hill Mgmt For For
5 Re-elect S Corbett Mgmt For For
6 To elect D Egan Mgmt For For
7 Re-elect E Fitzgerald Mgmt For For
8 Re-elect L Forberg Mgmt For For
9 Re-elect N Harwerth Mgmt For For
10 Re-elect J P Oosterveld Mgmt For For
11 Re-elect M Williamson Mgmt For For
12 Reappoint Auditor Mgmt For For
13 Remuneration of Auditor Mgmt For For
14 Authority to allot shares Mgmt For For
15 Authority to allot equity securities Mgmt For For
16 Authority to purchase own shares Mgmt For For
17 Authority to incur political expenditure Mgmt For For
18 Authority to call a general meeting on 14 Mgmt For For
clear days' notice
--------------------------------------------------------------------------------------------------------------------------
AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 933772560
--------------------------------------------------------------------------------------------------------------------------
Security: 026874784
Meeting Type: Annual
Meeting Date: 15-May-2013
Ticker: AIG
ISIN: US0268747849
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ROBERT H. BENMOSCHE Mgmt For For
1B. ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For
1C. ELECTION OF DIRECTOR: JOHN H. FITZPATRICK Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM G. JURGENSEN Mgmt For For
1E. ELECTION OF DIRECTOR: CHRISTOPHER S. LYNCH Mgmt For For
1F. ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Mgmt For For
1G. ELECTION OF DIRECTOR: GEORGE L. MILES, JR. Mgmt For For
1H. ELECTION OF DIRECTOR: HENRY S. MILLER Mgmt For For
1I. ELECTION OF DIRECTOR: ROBERT S. MILLER Mgmt For For
1J. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1K. ELECTION OF DIRECTOR: RONALD A. RITTENMEYER Mgmt For For
1L. ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND Mgmt For For
1M. ELECTION OF DIRECTOR: THERESA M. STONE Mgmt For For
2. TO APPROVE THE AMERICAN INTERNATIONAL Mgmt For For
GROUP, INC. 2013 OMNIBUS INCENTIVE PLAN.
3. TO VOTE UPON A NON-BINDING SHAREHOLDER Mgmt For For
RESOLUTION TO APPROVE EXECUTIVE
COMPENSATION.
4. TO RECOMMEND, BY NON-BINDING VOTE, THE Mgmt 1 Year For
FREQUENCY OF FUTURE EXECUTIVE COMPENSATION
VOTES.
5. TO ACT UPON A PROPOSAL TO RATIFY THE Mgmt For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
AIG'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
6. TO ACT UPON A SHAREHOLDER PROPOSAL RELATING Shr Against For
TO RESTRICTING SERVICE ON OTHER BOARDS BY
DIRECTORS OF AIG.
--------------------------------------------------------------------------------------------------------------------------
BOLLORE, ERGUE GABERIC Agenda Number: 704091761
--------------------------------------------------------------------------------------------------------------------------
Security: F10659112
Meeting Type: EGM
Meeting Date: 12-Dec-2012
Ticker:
ISIN: FR0000039299
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
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:
Voting instructions will be forwarded to
the Global Custodians that have become
Registered Intermediaries, on the 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 your
representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/1017/201210171206026.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ADDITIONAL URL LINK
https://balo.journal-officiel.gouv.fr/pdf/2
012/1119/201211191206464.pdf 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 Approval of the proposed merger by Mgmt For For
absorption of the company Financiere du
Loch
2 Capital increase Mgmt For For
3 Charging all expenses, rights, taxes and Mgmt For For
fees related to the merger on the merger
premium
4 Amendment to Article 6 of the bylaws Mgmt For For
regarding share capital following the
merger
5 (Ordinary General Meeting) Appointment of Mgmt For For
Mr. Sebastien Picciotto as Board member
6 Full powers granted to Mr. Vincent Bollore Mgmt For For
to prepare and sign the statement of
regularity and compliance pursuant to
Articles L.236-6 and R.236-4, Paragraph 2
of the Commercial Code. Powers to the
bearer of an original, a copy or an extract
of the minutes of this meeting to carry out
all legal formalities
--------------------------------------------------------------------------------------------------------------------------
BOLLORE, ERGUE GABERIC Agenda Number: 704377298
--------------------------------------------------------------------------------------------------------------------------
Security: F10659112
Meeting Type: MIX
Meeting Date: 05-Jun-2013
Ticker:
ISIN: FR0000039299
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0403/201304031301052.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ADDITIONAL URL:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0513/201305131301673.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the annual corporate financial Mgmt For For
statements for the financial year 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2012
O.3 Allocation of income Mgmt For For
O.4 Option for payment of the dividend in Mgmt For For
shares
O.5 Authorization for distribution of interim Mgmt For For
dividend with option for payment in shares
O.6 Approval of a significant regulated Mgmt For For
agreement: Debt Waiver Agreement entered in
with the company Batscap
O.7 Approval of regulated agreements and Mgmt For For
commitments
O.8 Renewal of term of Mr. Vincent Bollore as Mgmt For For
Board member
O.9 Renewal of term of Mr. Cyrille Bollore as Mgmt For For
Board member
O.10 Renewal of term of Mr. Cedric de Mgmt For For
Bailliencourt as Board member
O.11 Renewal of term of the company Bollore Mgmt For For
Participations as Board member
O.12 Renewal of term of Mr. Sebastien Bollore as Mgmt For For
Board member
O.13 Renewal of term of Mr. Yannick Bollore as Mgmt For For
Board member
O.14 Renewal of term of Mr. Jean-Paul Parayre as Mgmt For For
Board member
O.15 Renewal of term of Mr. Olivier Roussel as Mgmt For For
Board member
O.16 Renewal of term of Mr. Francois Thomazeau Mgmt For For
as Board member
O.17 Non-renewal of term of Mr. Denis Kessler as Mgmt For For
Board member
O.18 Non-renewal of term of Mr. Claude Juimo Mgmt For For
Siewe Monthe as Board member
O.19 Renewal of term of the Firm AEG Finances as Mgmt For For
principal Statutory Auditor
O.20 Appointment of the company Institut de Mgmt For For
Gestion et d'Expertise Comptable-IGEC as
deputy Statutory Auditor
O.21 Powers to carry out all legal formalities Mgmt For For
E.1 Delegation of authority granted to the Mgmt For For
Board of Directors to increase capital by
issuing ordinary shares or any securities
giving access to capital while maintaining
shareholders' preferential subscription
rights
E.2 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by issuing ordinary shares by
incorporating reserves, profits or
premiums, or by increasing share nominal
value
E.3 Delegation of authority to be granted to Mgmt For For
the Board of Directors to issue securities
giving immediate or future access to
capital, in consideration for contributions
of securities made under a public exchange
offer initiated by the Company
E.4 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital up
to the limit of 10% of capital, , in
consideration for contributions of equity
securities or securities giving access to
capital
E.5 Delegation of authority granted to the Mgmt For For
Board of Directors to increase capital by
issuing shares reserved for employees with
cancellation of preferential subscription
rights
E.6 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BURGER KING WORLDWIDE INC Agenda Number: 933772988
--------------------------------------------------------------------------------------------------------------------------
Security: 121220107
Meeting Type: Annual
Meeting Date: 15-May-2013
Ticker: BKW
ISIN: US1212201073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
BERNARDO HEES Mgmt For For
ALEXANDRE BEHRING Mgmt For For
MARTIN E. FRANKLIN Mgmt For For
PAUL J. FRIBOURG Mgmt For For
ALAN PARKER Mgmt For For
CARLOS ALBERTO SICUPIRA Mgmt For For
MARCEL HERRMANN TELLES Mgmt For For
ALEXANDRE VAN DAMME Mgmt For For
2. APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt For For
COMPENSATION PAID BY BURGER KING WORLDWIDE,
INC. TO ITS NAMED EXECUTIVE OFFICERS (THE
"SAY-ON-PAY VOTE").
3. APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt 1 Year For
FREQUENCY OF THE SAY-ON-PAY VOTE IN THE
FUTURE.
4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF BURGER KING WORLDWIDE,
INC. FOR 2013.
5. APPROVAL OF OUR AMENDED AND RESTATED 2012 Mgmt For For
OMNIBUS INCENTIVE PLAN (THE "PLAN"), WHICH
WILL INCREASE THE SHARES AVAILABLE FOR
ISSUANCE UNDER THE PLAN FROM 8,500,000 TO
14,500,000.
--------------------------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. Agenda Number: 933691708
--------------------------------------------------------------------------------------------------------------------------
Security: 17275R102
Meeting Type: Annual
Meeting Date: 15-Nov-2012
Ticker: CSCO
ISIN: US17275R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: CAROL A. BARTZ Mgmt Against Against
1B. ELECTION OF DIRECTOR: MARC BENIOFF Mgmt Against Against
1C. ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt Against Against
1D. ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS Mgmt Against Against
1E. ELECTION OF DIRECTOR: LARRY R. CARTER Mgmt Against Against
1F. ELECTION OF DIRECTOR: JOHN T. CHAMBERS Mgmt Against Against
1G. ELECTION OF DIRECTOR: BRIAN L. HALLA Mgmt Against Against
1H. ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY Mgmt Against Against
1I ELECTION OF DIRECTOR: DR. KRISTINA M. Mgmt Against Against
JOHNSON
1J. ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH Mgmt Against Against
1K. ELECTION OF DIRECTOR: RODERICK C. MCGEARY Mgmt Against Against
1L. ELECTION OF DIRECTOR: ARUN SARIN Mgmt Against Against
1M. ELECTION OF DIRECTOR: STEVEN M. WEST Mgmt Against Against
2. APPROVAL OF AMENDMENT AND RESTATEMENT OF Mgmt Against Against
THE EXECUTIVE INCENTIVE PLAN.
3. APPROVAL, ON AN ADVISORY BASIS, OF Mgmt Against Against
EXECUTIVE COMPENSATION.
4. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS CISCO'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
5. APPROVAL TO HAVE CISCO'S BOARD ADOPT A Shr For Against
POLICY TO HAVE AN INDEPENDENT BOARD
CHAIRMAN WHENEVER POSSIBLE.
6. APPROVAL TO REQUEST CISCO MANAGEMENT TO Shr For Against
PREPARE A REPORT ON "CONFLICT MINERALS" IN
CISCO'S SUPPLY CHAIN.
--------------------------------------------------------------------------------------------------------------------------
COMVERSE TECHNOLOGY, INC. Agenda Number: 933686757
--------------------------------------------------------------------------------------------------------------------------
Security: 205862402
Meeting Type: Special
Meeting Date: 10-Oct-2012
Ticker: CMVT
ISIN: US2058624022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO AUTHORIZE THE DISTRIBUTION TO COMVERSE Mgmt For For
TECHNOLOGY, INC. SHAREHOLDERS OF 100% OF
THE OUTSTANDING SHARES OF COMVERSE, INC.
COMMON STOCK.
2. TO APPROVE THE COMVERSE, INC. 2012 STOCK Mgmt For For
INCENTIVE COMPENSATION PLAN.
3. TO APPROVE THE COMVERSE, INC. 2012 ANNUAL Mgmt For For
PERFORMANCE BONUS PLAN.
4. TO APPROVE A CONTINGENT AMENDMENT TO Mgmt For For
COMVERSE TECHNOLOGY, INC.'S CERTIFICATE OF
INCORPORATION TO EFFECT A REVERSE STOCK
SPLIT OF ISSUED AND OUTSTANDING COMVERSE
TECHNOLOGY, INC. COMMON STOCK.
5. TO APPROVE THE ADJOURNMENT OR POSTPONEMENT Mgmt For For
OF THE SPECIAL MEETING OF SHAREHOLDERS OF
COMVERSE TECHNOLOGY, INC., IF NECESSARY OR
APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO AUTHORIZE OR
APPROVE THE FOREGOING PROPOSALS.
--------------------------------------------------------------------------------------------------------------------------
COMVERSE, INC. Agenda Number: 933836299
--------------------------------------------------------------------------------------------------------------------------
Security: 20585P105
Meeting Type: Annual
Meeting Date: 27-Jun-2013
Ticker: CNSI
ISIN: US20585P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: SUSAN D. BOWICK Mgmt For For
1.2 ELECTION OF DIRECTOR: JAMES BUDGE Mgmt For For
1.3 ELECTION OF DIRECTOR: DORON INBAR Mgmt For For
1.4 ELECTION OF DIRECTOR: HENRY R. NOTHHAFT Mgmt For For
1.5 ELECTION OF DIRECTOR: PHILIPPE TARTAVULL Mgmt For For
1.6 ELECTION OF DIRECTOR: MARK C. TERRELL Mgmt For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP TO SERVE AS COMVERSE, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JANUARY 31,
2014.
--------------------------------------------------------------------------------------------------------------------------
COOKSON GROUP PLC, LONDON Agenda Number: 704151315
--------------------------------------------------------------------------------------------------------------------------
Security: G24108246
Meeting Type: CRT
Meeting Date: 26-Nov-2012
Ticker:
ISIN: GB00B3WK5475
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID Non-Voting
VOTE OPTION FOR THIS MEETING TYPE. PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE DISREGARDED
BY THE ISSUER OR ISSUERS AGENT.
1 To approve the Scheme of Arrangement dated Mgmt For For
1 November 2012
--------------------------------------------------------------------------------------------------------------------------
COOKSON GROUP PLC, LONDON Agenda Number: 704153244
--------------------------------------------------------------------------------------------------------------------------
Security: G24108246
Meeting Type: OGM
Meeting Date: 26-Nov-2012
Ticker:
ISIN: GB00B3WK5475
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To authorise the directors to implement the Mgmt For For
Scheme to approve the amendment of the
articles of association of the company and
to authorise the allotment of the deferred
share
2 To approve the Demerger, the Vesuvius Mgmt For For
Capital Reduction and the Alent Capital
Reduction
3 To approve the delisting of the Company's Mgmt For For
shares from the London Stock Exchange
4 To approve the establishment of the Mgmt For For
Vesuvius Share Plan
5 To approve the establishment of the Alent Mgmt For For
Share Plan
--------------------------------------------------------------------------------------------------------------------------
EI TOWERS SPA Agenda Number: 704332939
--------------------------------------------------------------------------------------------------------------------------
Security: T3606C104
Meeting Type: MIX
Meeting Date: 18-Apr-2013
Ticker:
ISIN: IT0003043418
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_158131.PDF
O.1 Approval of the financial statements as of Mgmt For For
December 31, 2012 report of the board of
directors on operations, report of the
independent auditors and report of the
board of statutory auditors presentation of
the consolidated financial statements as of
December 31, 2012
O.2 Compensation report in accordance with Mgmt For For
article 123-TER of the legislative decree
no. 58/1998
O.3 Appointment of the audit firm for the audit Mgmt For For
of financial statements and consolidated
financial statements and the limited
accounting review of the half-year
financial reports for the period 2013-2021
O.4 Authorization to the board of directors for Mgmt For For
the purchase and sale of treasury shares
O.5 Proposals of amendment of shareholders' Mgmt For For
meeting regulation related and subsequent
resolutions
E.1 Proposal of amendment of the following Mgmt For For
articles of bylaws: 10 (right to
participate in shareholders' meetings), 11
(means for conducting shareholders'
meetings), 13 (company's board of
directors), 15 (duties of the company's
board of directors-quorum for passage of
resolutions), 17 (board of statutory
auditors), 21 (company financial
statements), 22 (distribution of annual
profits), 24 (domicile of the
shareholders), 26 (final provision)
introduction of new article 17)
(transactions with related parties), with
the consequent renumbering of the entire
text of the by-laws and consequential
renumbering of the entire text of bylaws
related and subsequent resolutions
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN NUMBERING OF RESOLUTIONS. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
EXOR S.P.A., TORINO Agenda Number: 704282374
--------------------------------------------------------------------------------------------------------------------------
Security: T3833E113
Meeting Type: MIX
Meeting Date: 20-Mar-2013
Ticker:
ISIN: IT0001353140
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_155147.PDF
1 Mandatory conversion of preferred and Mgmt For For
savings shares into ordinary shares and
consequent amendments to the By-laws and
supplement to the authorization on the
purchase and disposal of treasury shares
--------------------------------------------------------------------------------------------------------------------------
EXOR S.P.A., TORINO Agenda Number: 704457236
--------------------------------------------------------------------------------------------------------------------------
Security: T3833E113
Meeting Type: MIX
Meeting Date: 30-May-2013
Ticker:
ISIN: IT0001353140
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_165586.PDF
O.1 Financial statements at December 31, 2012 Mgmt For For
and related resolutions
O.2.a Compensation Report pursuant to article Mgmt For For
123-ter of Legislative Decree 58/1998
O.2.b Resolutions on the purchase and sale of own Mgmt For For
shares
E.1 Proposal for the granting of powers to Mgmt For For
Directors pursuant to articles 2443 and
2420-ter of the Italian Civil Code; related
and consequent resolutions
--------------------------------------------------------------------------------------------------------------------------
FRASER & NEAVE LTD Agenda Number: 704046590
--------------------------------------------------------------------------------------------------------------------------
Security: Y2642C155
Meeting Type: EGM
Meeting Date: 28-Sep-2012
Ticker:
ISIN: SG1T58930911
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approval of the Proposed Disposal of the Mgmt Take No Action
Company's Interests in Asia Pacific
Breweries Limited ("APBL") and Asia Pacific
Investment Pte Ltd ("APIPL")
2 Approval of the Proposed Capital Reduction Mgmt Take No Action
CMMT PLEASE NOTE THAT IN THIS MEETING THERE IS Non-Voting
NO OPTION FOR "ABSTAIN" VOTING. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
GENERAL GROWTH PROPERTIES, INC Agenda Number: 933758229
--------------------------------------------------------------------------------------------------------------------------
Security: 370023103
Meeting Type: Annual
Meeting Date: 10-May-2013
Ticker: GGP
ISIN: US3700231034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
RICHARD B. CLARK Mgmt For For
MARY LOU FIALA Mgmt For For
J. BRUCE FLATT Mgmt For For
JOHN K. HALEY Mgmt For For
CYRUS MADON Mgmt For For
SANDEEP MATHRANI Mgmt For For
DAVID J. NEITHERCUT Mgmt For For
MARK R. PATTERSON Mgmt For For
JOHN G. SCHREIBER Mgmt For For
2. RATIFICATION OF THE SELECTION OF Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
3. APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt For For
COMPENSATION PAID TO THE NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
GENTING HONG KONG LTD Agenda Number: 704457957
--------------------------------------------------------------------------------------------------------------------------
Security: G3924T106
Meeting Type: AGM
Meeting Date: 07-Jun-2013
Ticker:
ISIN: BMG3924T1062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS.THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
SEHK/2013/0425/LTN20130425848.pdf AND
http://www.hkexnews.hk/listedco/listconews/
SEHK/2013/0425/LTN20130425838.pdf
1 Proposed adoption of the Audited Financial Mgmt For For
Statements for the year ended 31 December
2012 and the Directors' and Auditors'
Reports thereon
2 Proposed approval of Directors' fee of USD Mgmt For For
344,000 (in aggregate) for the year ended
31 December 2012
3.A.I Proposed re-election of Director: Mr. Alan Mgmt For For
Howard Smith
3A.II Proposed re-election of Director: Mr. Heah Mgmt For For
Sieu Lay
3AIII Proposed re-election of Director: Mr. Au Mgmt For For
Fook Yew
3.B Proposed fixing of the maximum number of Mgmt For For
Directors at 12
4 Proposed re-appointment of Messrs Mgmt For For
PricewaterhouseCoopers as the Auditors and
authorisation to the Directors to fix the
Auditors' remuneration
5.A Proposed mandate to the Directors to issue Mgmt Against Against
new shares
5.B Proposed mandate to the Directors to Mgmt For For
repurchase shares
5.C Proposed extension of the mandate to issue Mgmt Against Against
shares under Resolution No. 5(A) by the
number of shares repurchased under
Resolution No. 5(B)
--------------------------------------------------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC. Agenda Number: 933783070
--------------------------------------------------------------------------------------------------------------------------
Security: 37247D106
Meeting Type: Annual
Meeting Date: 15-May-2013
Ticker: GNW
ISIN: US37247D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: WILLIAM H. BOLINDER Mgmt For For
1.2 ELECTION OF DIRECTOR: G. KENT CONRAD Mgmt For For
1.3 ELECTION OF DIRECTOR: NANCY J. KARCH Mgmt For For
1.4 ELECTION OF DIRECTOR: THOMAS J. MCINERNEY Mgmt For For
1.5 ELECTION OF DIRECTOR: CHRISTINE B. MEAD Mgmt For For
1.6 ELECTION OF DIRECTOR: DAVID M. MOFFETT Mgmt For For
1.7 ELECTION OF DIRECTOR: THOMAS E. MOLONEY Mgmt For For
1.8 ELECTION OF DIRECTOR: JAMES A. PARKE Mgmt For For
1.9 ELECTION OF DIRECTOR: JAMES S. RIEPE Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. RATIFICATION OF THE SELECTION OF KPMG LLP Mgmt For For
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
--------------------------------------------------------------------------------------------------------------------------
GRAMERCY PROPERTY TRUST INC Agenda Number: 933824725
--------------------------------------------------------------------------------------------------------------------------
Security: 38489R100
Meeting Type: Annual
Meeting Date: 25-Jun-2013
Ticker: GPT
ISIN: US38489R1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ALLAN J. BAUM Mgmt For For
GORDON F. DUGAN Mgmt For For
MARC HOLLIDAY Mgmt For For
GREGORY F. HUGHES Mgmt For For
JEFFREY E. KELTER Mgmt For For
CHARLES S. LAVEN Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt Abstain Against
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP Agenda Number: 704572925
--------------------------------------------------------------------------------------------------------------------------
Security: X3232T104
Meeting Type: OGM
Meeting Date: 21-Jun-2013
Ticker:
ISIN: GRS419003009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE AN A
REPETITIVE MEETING ON 05 JUL 2013. ALSO,
YOUR VOTING INSTRUCTIONS WILL NOT BE
CARRIED OVER TO THE SECOND CALL. ALL VOTES
RECEIVED ON THIS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THE REPETITIVE MEETING. THANK YOU
1. Submission and approval of the board of Mgmt For For
director's reports and auditor's reports
for the company's annual financial
statements for the 13th fiscal year
commencing on January 1st, 2012 until
December 31st, 2012
2. Submission and approval of the company's Mgmt For For
corporate and consolidated financial
statements for the 13th fiscal year
commencing on January 1st, 2012 until
December 31st, 2012
3. Approval of earnings distribution for the Mgmt For For
13th fiscal year commencing on January 1st,
2012 until December 31st, 2012
4. Discharge of the members of the board of Mgmt For For
directors as well as the auditors from any
liability for indemnity with respect to the
13th fiscal year commencing on January 1st,
2012 until December 31st, 2012 and approval
of the administrative and representation
acts of the board of directors
5. Approval of remuneration and compensation Mgmt For For
payments for the board of directors members
for their attendance and participation on
the board of directors, for the 13th fiscal
year commencing on January 1st, 2012 until
December 31st, 2012
6. Preliminary approval of remuneration and Mgmt For For
compensation payments to the members of the
board of directors of the company for the
current 14th fiscal year commencing on
January 1st, 2013 until December 31st, 2013
7. Nomination of regular and substitute Mgmt For For
certified auditors accountants for the
current 14th fiscal year commencing on
January 1st, 2013 until December 31st, 2013
and the determination of their fees
8. Granting permission to the GM pursuant to Mgmt For For
article 23A,par 4 of the codified law
2190/1920
9. Granting permission, pursuant to article Mgmt For For
23A, paragraph 1 of the codified law
2190/1920, to members of the board of
directors and officers of the company's
departments and divisions for their
participation and rendering of their
services in the boards of directors or in
the management of the group's companies and
associate companies for the purposes as set
out in article 42E paragraph 5, of the
codified law 2190/1920
10. Various announcements Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
GUOCO GROUP LTD Agenda Number: 704074599
--------------------------------------------------------------------------------------------------------------------------
Security: G42098122
Meeting Type: AGM
Meeting Date: 14-Nov-2012
Ticker:
ISIN: BMG420981224
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2012/1003/LTN20121003048.pdf AND
http://www.hkexnews.hk/listedco/listconews/
sehk/2012/1003/LTN20121003044.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
ALL RESOLUTIONS. THANK YOU.
1 To declare a final dividend Mgmt For For
2 To approve Directors' fees for the year Mgmt For For
ended 30 June 2012
3 To re-elect Mr Quek Leng Chan as a Director Mgmt For For
4 To re-elect Mr Volker Stoeckel as a Mgmt For For
Director
5 To appoint Messrs KPMG as Auditors and Mgmt For For
authorise the Board of Directors to fix
their remuneration
6 To grant a general mandate to the Directors Mgmt For For
to repurchase shares of the Company
7 To grant a general mandate to the Directors Mgmt For For
to allot and issue shares of the Company
8 To extend the general mandate granted to Mgmt For For
the Directors to allot and issue shares by
adding to it the number of shares
repurchased by the Company
--------------------------------------------------------------------------------------------------------------------------
GUOCO GROUP LTD Agenda Number: 704131236
--------------------------------------------------------------------------------------------------------------------------
Security: G42098122
Meeting Type: SGM
Meeting Date: 14-Nov-2012
Ticker:
ISIN: BMG420981224
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS Non-Voting
AVAILABLE BY CLICKING ON THE URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2012/1026/LTN20121026011.pdf AND
http://www.hkexnews.hk/listedco/listconews/
sehk/2012/1026/LTN20121026009.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
RESOLUTION "1". THANK YOU.
1 To approve the Company's Executive Share Mgmt For For
Option Scheme 2012 as set out in ordinary
resolution in the notice convening the
special general meeting dated 26 October
2012
--------------------------------------------------------------------------------------------------------------------------
HIGHLIGHT COMMUNICATIONS AG, PRATTELN Agenda Number: 704482241
--------------------------------------------------------------------------------------------------------------------------
Security: H3570K119
Meeting Type: AGM
Meeting Date: 31-May-2013
Ticker:
ISIN: CH0006539198
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
ALL RESOLUTIONS. THANK YOU.
1 Annual Report, Financial Statements, Mgmt For For
Consolidated financial Statements for 2012
(Acceptance of the statutory auditor
reports for 2012)
2 Discharge of the members of the Board of Mgmt For For
Directors
3.1 Distribution of a dividend from legal Mgmt For For
reserves from capital contributions
3.2 Appropriation of available retained Mgmt For For
earnings
4.1 The Board of Directors moves that the Mgmt For For
following persons be re-elected to the
Board of Directors for a further period of
one year: Bernhard Burgener, Martin Wagner,
Antonio Arrigoni, Rene Camenzind, Dr. Erwin
V. Conradi, Dr. Dieter Hahn, Martin
Hellstern and Dr. Ingo Mantzke
4.2 Election of the statutory auditor Mgmt For For
PricewaterhouseCoopers AG, Lucerne,
Switzerland
--------------------------------------------------------------------------------------------------------------------------
IMPREGILO SPA, MILANO Agenda Number: 703936394
--------------------------------------------------------------------------------------------------------------------------
Security: T31500175
Meeting Type: OGM
Meeting Date: 17-Jul-2012
Ticker:
ISIN: IT0003865570
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_130430.pdf AND
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_134369.PDF AND
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_134811.PDF
I PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr For Against
PROPOSAL: Dismissal of the current
Directors
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 Non-Voting
SLATES TO BE ELECTED AS DIRECTORS, THERE IS
ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE
MEETING. THE STANDING INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1
SLATE OF THE 2 SLATES. THANK YOU.
II.1 Election of directors slate for lgli S.p.A: Mgmt No vote
Giuseppina Capaldo, Beniamino Gavio,
Fabrizio Palenzona, Alberto Rubegni,
Marcello Gavio, Alberto Sacchi, Roland
Berger, Caterina Bima, Alberto Giussani,
Gian Maria Gros-Pietro, Giuseppe Piaggio,
Barbara Poggiali and Alfredo Scotti
II.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr No vote
PROPOSAL: Election of directors slate for
Salini S.p.A: Marina Brogi, Mario Giuseppe
Cattaneo, Roberto Cera, Laura Cioli,
Claudio Costamagna, Massimo Ferrari,
Alberto Giovannini, Pietro Guindani,
Claudio Lautizi, Geert Linnebank, Laudomia
Pucci, Giorgio Rossi Cairo, Pietro Salini,
Simon Pietro Salini and Massimo Gatto
III PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr For Against
PROPOSAL: Appointment of the Chairman of
the Board of Directors
IV PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr For Against
PROPOSAL: Determination of the remuneration
owed to the Board of Directors
CMMT PLEASE NOTE THAT THE LETTER TO SHAREHOLDERS Non-Voting
IS AVAILABLE BY CLICKING ON THE URL LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_135244.PDF
--------------------------------------------------------------------------------------------------------------------------
ISTAR FINANCIAL INC. Agenda Number: 933783498
--------------------------------------------------------------------------------------------------------------------------
Security: 45031U101
Meeting Type: Annual
Meeting Date: 21-May-2013
Ticker: SFI
ISIN: US45031U1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
JAY SUGARMAN Mgmt For For
ROBERT W. HOLMAN, JR. Mgmt For For
ROBIN JOSEPHS Mgmt For For
JOHN G. MCDONALD Mgmt For For
DALE ANNE REISS Mgmt For For
BARRY W. RIDINGS Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2013.
3 A RESOLUTION TO APPROVE, ON A NON-BINDING, Mgmt For For
ADVISORY BASIS, EXECUTIVE COMPENSATION OF
THE COMPANY'S NAMED EXECUTIVE OFFICERS AND
OTHER NAMED OFFICERS, AS DISCLOSED IN THE
PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
JSFC SISTEMA JSC, MOSCOW Agenda Number: 704075921
--------------------------------------------------------------------------------------------------------------------------
Security: 48122U204
Meeting Type: SGM
Meeting Date: 01-Nov-2012
Ticker:
ISIN: US48122U2042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve New Edition of Charter Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
JSFC SISTEMA JSC, MOSCOW Agenda Number: 704610648
--------------------------------------------------------------------------------------------------------------------------
Security: 48122U204
Meeting Type: AGM
Meeting Date: 29-Jun-2013
Ticker:
ISIN: US48122U2042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To approve the meeting procedures Mgmt For For
2 To approve the annual report, annual Mgmt For For
accounting reports, including the profit
and loss (financial) accounts of the
Company for 2012
3 3.1. Allocate RUR 9,264,000,000.00 (nine Mgmt For For
billion two hundred sixty four million) as
dividend, and not distribute the part of
retained earnings remaining after the
dividend payout. 3.2. Pay dividends in the
amount of RUR 0.96 (ninety-six hundredth)
per ordinary share of the Company in a
non-cash form by means of remitting the
respective amount to the settlement (bank)
accounts specified by the Company's
shareholders. 3.3. Set the deadline for
paying the announced dividends: no later
than 60 days from the date when the Annual
General Shareholders' Meeting of the
Company approves the resolution on the
payment of dividends
4.1 Elect the Revision Commission with member: Mgmt For For
Demeshkina Natalia Vladimirovna
4.2 Elect the Revision Commission with member: Mgmt For For
Kuznetsova Yekaterina Yurievna
4.3 Elect the Revision Commission with member: Mgmt For For
Mamonov Maxim Alexandrovich
CMMT PLEASE NOTE THAT CUMULATIVE VOTING APPLIES Non-Voting
TO THIS RESOLUTION REGARDING THE ELECTION
OF DIRECTORS. STANDING INSTRUCTIONS HAVE
BEEN REMOVED FOR THIS MEETING. PLEASE NOTE
THAT ONLY A VOTE "FOR" THE DIRECTOR WILL BE
CUMULATED. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE IF YOU HAVE ANY
QUESTIONS.
5.1 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Boev Sergey Fedotovich
5.2 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Goncharuk Alexander Yurievich
5.3 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Dickie Brian
5.4 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Evtushenkov Vladimir
Petrovich
5.5 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Zubov Dmitry Lvovich
5.6 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Kocharyan Robert Sedrakovich
5.7 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Krecke Jeannot
5.8 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Mandelson Peter
5.9 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Munnings Roger
5.10 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Holtzman Marc
5.11 Election of the member of the Board of Mgmt Against Against
Directors of Sistema Joint Stock Financial
Corporation : Tchuruk Serge
5.12 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Shamolin Mikhail Valerievich
5.13 Election of the member of the Board of Mgmt For For
Directors of Sistema Joint Stock Financial
Corporation : Iakobachvili David
Mikhailovich
6.1 Approve CJSC Deloitte and Touche CIS as the Mgmt For For
auditor to perform the audit for 2013 in
line with the Russian Accounting Standards
6.2 Approve CJSC Deloitte and Touche CIS as the Mgmt For For
auditor to perform the audit for 2013 in
line with the US GAAP international
standards
7 Make amendments to the Charter of the Mgmt For For
Company
--------------------------------------------------------------------------------------------------------------------------
LONRHO PLC, LIVERPOOL Agenda Number: 704473533
--------------------------------------------------------------------------------------------------------------------------
Security: G56357109
Meeting Type: AGM
Meeting Date: 29-May-2013
Ticker:
ISIN: GB0002568813
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receipt of Report and Accounts Mgmt For For
2 Approve Directors Remuneration Report Mgmt For For
3 To re-elect Mr G T White as a Director Mgmt For For
4 To re-elect Mrs J M Ellis as a Director Mgmt For For
5 To re-appoint KPMG Audit Plc as auditors of Mgmt For For
the Company to hold office from the
conclusion of the meeting until the
conclusion of the next general meeting of
the Company at which financial statements
are laid before the Company and to
authorise the Directors to agree their
remuneration
6 Directors authority to allot shares Mgmt For For
7 To allow the period of notice for general Mgmt For For
meetings other than AGMs to be not less
than 14 clear days' notice
8 Disapplication of pre-emption rights Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF AUDITORS' NAME. 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.
--------------------------------------------------------------------------------------------------------------------------
MODUSLINK GLOBAL SOLUTIONS, INC. Agenda Number: 933728961
--------------------------------------------------------------------------------------------------------------------------
Security: 60786L107
Meeting Type: Annual
Meeting Date: 12-Mar-2013
Ticker: MLNK
ISIN: US60786L1070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WARREN G. LICHTENSTEIN Mgmt For For
GLEN M. KASSAN Mgmt For For
2. TO AMEND THE COMPANY'S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
4. APPROVAL OF STEEL HOLDINGS INVESTMENT. Mgmt For For
5. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
--------------------------------------------------------------------------------------------------------------------------
OLD MUTUAL PLC, LONDON Agenda Number: 704386007
--------------------------------------------------------------------------------------------------------------------------
Security: G67395114
Meeting Type: AGM
Meeting Date: 09-May-2013
Ticker:
ISIN: GB00B77J0862
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the report and Mgmt For For
accounts for the year ended 31 December
2012
2 To declare a final dividend of 5.25p per Mgmt For For
ordinary share in the capital of the
Company on the register at the close of
business on 26 April 2013
3i To elect Ms. D Gray as a director Mgmt For For
3ii To re-elect Mr. M Arnold as a director Mgmt For For
3iii To re-elect Mr. P Broadley as a director Mgmt For For
3iv To re-elect Mr. A Gillespie as a director Mgmt For For
3v To re-elect Mr. R Khoza as a director Mgmt For For
3vi To re-elect Mr. R Marshall as a director Mgmt For For
3vii To re-elect Mr. B Nqwababa as a director Mgmt For For
3viii To re-elect Ms. N Nyembezi-Heita as a Mgmt For For
director
3ix To re-elect Mr. P O'Sullivan as a director Mgmt For For
3x To re-elect Mr. J Roberts as a director Mgmt For For
4 To re-appoint KPMG Audit Plc as auditors Mgmt For For
5 To authorise the Group Audit Committee to Mgmt For For
settle the auditors' remuneration
6 To approve the Remuneration Report Mgmt For For
7 To grant authority to allot shares Mgmt For For
8 To grant authority to disapply pre-emption Mgmt For For
rights in allotting certain equity
securities and selling treasury shares
9 To grant authority to repurchase shares by Mgmt For For
market purchase
10 To approve contingent purchase contracts Mgmt For For
relating to purchases of shares on the JSE
Limited and on the Malawi, Namibian and
Zimbabwe Stock Exchanges
11 To approve amendments to the Company's Mgmt For For
Articles of Association: Article 133(A)
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
CHANGE IN TEXT OF RESOLUTIONS 2 AND 11. 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.
--------------------------------------------------------------------------------------------------------------------------
PROMOTORA DE INFORMACIONES SA, MADRID Agenda Number: 704521067
--------------------------------------------------------------------------------------------------------------------------
Security: E82880118
Meeting Type: OGM
Meeting Date: 21-Jun-2013
Ticker:
ISIN: ES0171743117
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 22 JUN 2013. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 Review and approval of annual accounts for Mgmt For For
both the company and the consolidated group
2 Approval of boards management of 2012 Mgmt For For
3 Adoption of necessary resolutions regarding Mgmt For For
the auditors of the company
4.1 Fixing the number of directors Mgmt For For
4.2 Ratification of Arianna Huffington Mgmt For For
4.3 Ratification of Jose Luis Leal Maldonado Mgmt For For
5.1 Amendment of art 15.E of bylaws Mgmt For For
5.2 Amendment of art 15 Bis of bylaws Mgmt For For
6.1 Amendment of art 14 of general meeting Mgmt For For
regulation
6.2 Amendment of art 21.2 of general meeting Mgmt For For
regulation
7 Payment of class B Shares minimum annual Mgmt For For
dividend for 2012 and the corresponding
part accrued for the conversion of B Shares
into A Shs during the 11 months following
June 2013
8 Review and approval of the merger of Prisa Mgmt For For
Television Sau By Prisa Informaciones SA.
9 Authorisation to the board to increase Mgmt For For
capital
10 Authorisation to the board to issue fixed Mgmt For For
income securities
11 Authorisation of long term incentives plan Mgmt For For
as variable remuneration of its management
team
12 Authorization for direct or indirect Mgmt For For
derivative acquisition of treasury shares
13 Non binding voting on remuneration policy Mgmt For For
report
14 Information to shareholders on amendments Mgmt For For
to the regulations of the board of
directors
15 Delegation of powers Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION 4.2. 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.
--------------------------------------------------------------------------------------------------------------------------
PULSE SEISMIC INC Agenda Number: 704468392
--------------------------------------------------------------------------------------------------------------------------
Security: 74586Q109
Meeting Type: MIX
Meeting Date: 22-May-2013
Ticker:
ISIN: CA74586Q1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
RESOLUTIONS "1, 4 AND 5" AND 'IN FAVOR' OR
'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "2.1
TO 2.6 AND 3". THANK YOU.
1 To set the number of directors to be Mgmt For For
elected at the Meeting at six (6)
2.1 Election of Director: Peter Burnham Mgmt For For
2.2 Election of Director: Daphne Corbett Mgmt For For
2.3 Election of Director: Brent Gale Mgmt For For
2.4 Election of Director: Robert Robotti Mgmt For For
2.5 Election of Director: Graham Weir Mgmt For For
2.6 Election of Director: Clark Zentner Mgmt For For
3 To appoint KPMG LLP, Chartered Accountants, Mgmt For For
as auditors of the Corporation for the
ensuing year and authorizing the directors
to fix their remuneration
4 To ratify, confirm and approve the Mgmt For For
Corporation's Shareholder Rights Plan
5 To confirm the adoption of an Advance Mgmt For For
Notice Bylaw
6 On amendments or variations to matters Mgmt For For
identified in the Notice of the Meeting,
and on any other matters that may properly
come before the Meeting, in the discretion
of the proxyholder
--------------------------------------------------------------------------------------------------------------------------
RANK GROUP PLC, LONDON Agenda Number: 703944276
--------------------------------------------------------------------------------------------------------------------------
Security: G7377H121
Meeting Type: OGM
Meeting Date: 26-Jul-2012
Ticker:
ISIN: GB00B1L5QH97
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To approve the proposed acquisition of Gala Mgmt For For
Casinos Limited
--------------------------------------------------------------------------------------------------------------------------
RANK GROUP PLC, LONDON Agenda Number: 704063091
--------------------------------------------------------------------------------------------------------------------------
Security: G7377H121
Meeting Type: AGM
Meeting Date: 19-Oct-2012
Ticker:
ISIN: GB00B1L5QH97
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the report of the directors and Mgmt For For
the audited financial statements for the 18
month period ended 30 June 2012
2 To approve the directors remuneration Mgmt For For
report for the 18 month period ended 30
June 2012
3 To declare a final dividend Mgmt For For
4 To elect Colin Child as a director Mgmt For For
5 To elect Clive Jennings as a director Mgmt For For
6 To elect Sir Richard Needham as a director Mgmt For For
7 To re elect Ian Burke as a director Mgmt For For
8 To re elect Richard Greenhalgh as a Mgmt For For
director
9 To re elect Owen O'Donnell as a director Mgmt For For
10 To re elect Tim Scoble as a director Mgmt For For
11 To re elect Bill Shannon as a director Mgmt For For
12 To re elect John Warren as a director Mgmt For For
13 To re appoint Ernst and Young LLP as Mgmt For For
auditors
14 To authorise the audit committee to agree Mgmt For For
the remuneration of the auditors
15 To authorise political donations and Mgmt For For
political expenditure
16 To authorise the calling of general Mgmt For For
meetings on 14 clear days notice
17 To approve subsistence of 2010 and 2011 Mgmt For For
LTIP share awards
--------------------------------------------------------------------------------------------------------------------------
RETAIL HOLDINGS NV Agenda Number: 933682444
--------------------------------------------------------------------------------------------------------------------------
Security: N74108106
Meeting Type: Annual
Meeting Date: 27-Sep-2012
Ticker: RHDGF
ISIN: ANN741081064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO APPROVE AND ADOPT THE AUDITED Mgmt For For
CONSOLIDATED FINANCIAL STATEMENTS WITH
RESPECT TO THE COMPANY'S FISCAL YEAR ENDED
DECEMBER 31, 2011, AS DESCRIBED IN THE
PROXY STATEMENT ACCOMPANYING THIS NOTICE.
2A. ELECTION OF DIRECTOR: STEPHEN H. GOODMAN Mgmt For For
2B. ELECTION OF DIRECTOR: ANTONIO COSTA Mgmt For For
2C. ELECTION OF DIRECTOR: ALEX JOHNSTON Mgmt For For
2D. ELECTION OF DIRECTOR: STEWART M. KASEN Mgmt For For
2E. ELECTION OF DIRECTOR: MALCOLM J. MATTHEWS Mgmt For For
3. TO CONFIRM AND ACCEPT, RECOMMENDATION OF Mgmt For For
BOARD OF DIRECTORS TO REPAY AN AMOUNT FROM
THE ACCOUNT PAID-IN SURPLUS OF $2.50 PER
COMMON SHARE OF THE COMPANY TO HOLDERS OF
RECORD ON SEPTEMBER 27, 2012 AND NOT TO
MAKE ANY OTHER DISTRIBUTION TO
SHAREHOLDERS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
4. TO APPOINT KPMG PHOOMCHAI AUDIT LTD., A Mgmt For For
MEMBER FIRM OF KPMG, AS AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
--------------------------------------------------------------------------------------------------------------------------
SEVAN DRILLING ASA, ARENDAL Agenda Number: 704242798
--------------------------------------------------------------------------------------------------------------------------
Security: R7766H102
Meeting Type: EGM
Meeting Date: 06-Feb-2013
Ticker:
ISIN: NO0010455793
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Appointment of Chairman and one person to Mgmt For For
Co-Sign the minutes
2 Approval of the notice of and the agenda Mgmt For For
for the meeting
3 Share capital increase - private placement Mgmt For For
4 Authorisation for the Board to carry out a Mgmt For For
subsequent offering
--------------------------------------------------------------------------------------------------------------------------
SEVAN DRILLING ASA, ARENDAL Agenda Number: 704456828
--------------------------------------------------------------------------------------------------------------------------
Security: R7766H102
Meeting Type: AGM
Meeting Date: 13-May-2013
Ticker:
ISIN: NO0010455793
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Opening and registration of attending Mgmt For For
shareholders
2 The Board proposes that the chairman of the Mgmt For For
Board, Erling Lind, is elected to chair the
meeting. One person attending the general
meeting will be proposed to co-sign the
minutes together with the chairman
3 Approval of the notice and the agenda Mgmt For For
4 Approval of the 2012 financial statements Mgmt For For
and annual report and related statements
5 Approval of auditor fees for 2012 Mgmt For For
6 Approval of board remuneration Mgmt For For
7 Approval of remuneration to the nomination Mgmt For For
committee
8 Statement from the board regarding Mgmt Against Against
remuneration principles for senior
executives
9 Kitty Hall is the only board member up for Mgmt For For
election at the general meeting. The
Nomination Committee has proposed that the
general meeting re-elects her as board
member
10 Board authorization to issue new shares Mgmt Against Against
relating to employee incentive schemes
--------------------------------------------------------------------------------------------------------------------------
SKY DEUTSCHLAND AG, MUENCHEN Agenda Number: 704324122
--------------------------------------------------------------------------------------------------------------------------
Security: D6997G102
Meeting Type: AGM
Meeting Date: 18-Apr-2013
Ticker:
ISIN: DE000SKYD000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. Please also be aware that although
some issuers permit the deregistration of
shares at deregistration date, some shares
may remain registered up until meeting
date. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
03.04.2013. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the adopted annual Non-Voting
financial statements per 31 December 2012,
the approved consolidated financial
statements per 31 December 2012, the
combined management report for Sky
Deutschland AG and the Sky Deutschland
group for the financial year 2012,
including explanations with regard to the
information pursuant to sections 289 (4),
315 (4) of the German Commercial Code and
the information pursuant to sections 289
(5), 315 (2) no. 5 of the German Commercial
Code as well as the report of the
Supervisory Board for the financial year
2012
2. Resolution on the formal approval of the Mgmt For For
acts of the Management Board for the
financial year 2012
3. Resolution on the formal approval of the Mgmt For For
acts of the Supervisory Board for the
financial year 2012
4. Resolution on the appointment of the Mgmt For For
auditor and the group auditor for the
financial year 2013: KPMG AG
Wirtschaftsprufungsgesellschaft, Munich
5.a Resolution on by-elections of members to Mgmt For For
the Supervisory Board: Mr. Harald Rosch
5.b Resolution on by-elections of members to Mgmt For For
the Supervisory Board: Mr. James Murdoch
6. Resolution on an adjustment of the Mgmt For For
Authorised Capital 2012, the creation of a
new authorised capital with authorisation
for the exclusion of subscription rights
(Authorised Capital 2013) as well as the
respective amendments of section 4 of the
Articles of Association (Amount and
Composition of the Share Capital)
7. Resolution on an amendment of section 12 of Mgmt For For
the Articles of Association (Remuneration
of the Supervisory Board)
--------------------------------------------------------------------------------------------------------------------------
THE ADT CORPORATION Agenda Number: 933729432
--------------------------------------------------------------------------------------------------------------------------
Security: 00101J106
Meeting Type: Annual
Meeting Date: 14-Mar-2013
Ticker: ADT
ISIN: US00101J1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
THOMAS COLLIGAN Mgmt For For
TIMOTHY DONAHUE Mgmt For For
ROBERT DUTKOWSKY Mgmt For For
BRUCE GORDON Mgmt For For
NAREN GURSAHANEY Mgmt For For
BRIDGETTE HELLER Mgmt For For
KATHLEEN HYLE Mgmt For For
KEITH MEISTER Mgmt For For
DINESH PALIWAL Mgmt For For
2. TO RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS ADT'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
2013.
3. TO APPROVE, BY NON-BINDING VOTE, NAMED Mgmt For For
EXECUTIVE OFFICER COMPENSATION.
4. TO RECOMMEND, BY NON-BINDING VOTE, THE Mgmt 1 Year For
FREQUENCY OF NAMED EXECUTIVE OFFICER
COMPENSATION VOTES.
--------------------------------------------------------------------------------------------------------------------------
VESUVIUS PLC, LONDON Agenda Number: 704451892
--------------------------------------------------------------------------------------------------------------------------
Security: G9339E105
Meeting Type: AGM
Meeting Date: 04-Jun-2013
Ticker:
ISIN: GB00B82YXW83
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Annual Report and Accounts Mgmt For For
2 Final dividend Mgmt For For
3 Directors Remuneration Report Mgmt For For
4 To elect Ms N Connors Mgmt For For
5 To elect Mr C Gardell Mgmt For For
6 To elect Mr J Hewitt Mgmt For For
7 To elect Ms J Hinkley Mgmt For For
8 To elect Mr J McDonough Mgmt For For
9 To elect Mr C O Shea Mgmt For For
10 To elect Mr F Wanecq Mgmt For For
11 Re-appoint Auditor Mgmt For For
12 Remuneration of Auditor Mgmt For For
13 Authority to allot shares Mgmt For For
14 Authority to allot equity securities Mgmt For For
15 Authority to purchase own shares Mgmt For For
16 Authority to incur political expenditure Mgmt For For
17 Authority to call a general meeting on 14 Mgmt For For
clear days' notice
--------------------------------------------------------------------------------------------------------------------------
VIVENDI SA, PARIS Agenda Number: 704300209
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: MIX
Meeting Date: 30-Apr-2013
Ticker:
ISIN: FR0000127771
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0304/201303041300558.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0329/201303291301038.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the reports and annual Mgmt For For
corporate financial statements for the
financial year 2012
O.2 Approval of the reports and consolidated Mgmt For For
financial statements for the financial year
2012
O.3 Approval of the Statutory Auditors' special Mgmt For For
report on the regulated agreements and
commitments
O.4 Allocation of income for the financial year Mgmt For For
2012, setting the dividend and the date of
payment
O.5 Approval of the Statutory Auditors' special Mgmt For For
report prepared pursuant to Article
L.225-88 of the Commercial Code regarding
the conditional commitment in favor of Mr.
Philippe Capron as Executive Board member
O.6 Appointment of Mr. Vincent Bollore as Mgmt For For
Supervisory Board member
O.7 Appointment of Mr. Pascal Cagni as Mgmt For For
Supervisory Board member
O.8 Appointment of Mrs. Yseulys Costes as Mgmt For For
Supervisory Board member
O.9 Appointment of Mr. Alexandre de Juniac as Mgmt For For
Supervisory Board member
O.10 Appointment of Mrs. Nathalie Bricault Mgmt For For
representing employee shareholders, as
Supervisory Board member
O.11 Authorization granted to the Executive Mgmt For For
Board to allow the Company to purchase its
own shares
E.12 Authorization to be granted to the Mgmt For For
Executive Board to reduce share capital by
cancellation of shares
E.13 Delegation granted to the Executive Board Mgmt For For
to increase capital by issuing ordinary
shares or any securities giving access to
capital with shareholders' preferential
subscription rights
E.14 Delegation granted to the Executive Board Mgmt For For
to increase capital without shareholders'
preferential subscription rights and within
the limit of 10% of capital and within the
overall ceiling provided in the thirteenth
resolution, in consideration for in-kind
contributions of equity securities or
securities giving access to capital of
third party companies outside of a public
exchange offer
E.15 Delegation granted to the Executive Board Mgmt For For
to increase capital by incorporation of
reserves, profits, premiums or other
amounts
E.16 Delegation granted to the Executive Board Mgmt For For
to decide to increase share capital in
favor of employees and retired employees
who are members of the Company Savings Plan
without shareholders' preferential
subscription rights
E.17 Delegation granted to the Executive Board Mgmt For For
to decide to increase share capital in
favor of employees of Vivendi foreign
subsidiaries who are members of the Group
Savings Plan and to implement any similar
plan without shareholders' preferential
subscription rights
E.18 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
WBL CORPORATION LTD Agenda Number: 704214852
--------------------------------------------------------------------------------------------------------------------------
Security: Y9532A108
Meeting Type: AGM
Meeting Date: 18-Jan-2013
Ticker:
ISIN: SG1K63001673
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the Directors' Report Mgmt For For
and the audited Financial Statements for
the year ended 30 September 2012
2 To declare a final dividend of 5 cents per Mgmt For For
ordinary stock unit (one-tier tax exempt)
for the year ended 30 September 2012 as
recommended by the Directors
3 To re-elect Mr Norman Ip Ka Cheung who is Mgmt For For
retiring under Article 100 of the Company's
Articles of Association
4a To re-elect the following Director, who is Mgmt For For
retiring under Article 103 of the Company's
Articles of Association: Mr Mark C. Greaves
4b To re-elect the following Director, who is Mgmt For For
retiring under Article 103 of the Company's
Articles of Association: Mr Kyle Lee Khai
Fatt
5 That: (i) pursuant to Article 139A of the Mgmt For For
Company's Articles of Association, the
Directors of the Company be and are hereby
authorised to allot and issue an aggregate
of 32,000 ordinary shares of the Company
(the "Remuneration Shares") as bonus shares
for which no consideration is payable, to
The Central Depository (Pte) Limited for
the account of: (1) Mr Norman Ip Ka Cheung
(or for the account of such depository
agent as he may direct) in respect of 8,000
Remuneration Shares; (2) Mr Benjamin C.
Duster, IV (or for the account of such
depository agent as he may direct) in
respect of 4,000 Remuneration Shares; (3)
Dr Peter Eng Hsi Ko (or for the account of
such depository agent as he may direct) in
respect of 4,000 Remuneration Shares; (4)
Mr Fong Kwok Jen (or for the account of
such depository agent as he may direct) in
CONTD
CONT CONTD respect of 4,000 Remuneration Shares; Non-Voting
(5) Mr Mark C. Greaves (or for the account
of such depository agent as he may direct)
in respect of 4,000 Remuneration Shares;
(6) Mr Lai Teck Poh (or for the account of
such depository agent as he may direct) in
respect of 4,000 Remuneration Shares; (7)
Mr Yeap Lam Yang (or for the account of
such depository agent as he may direct) in
respect of 4,000 Remuneration Shares, as
payment in part of their respective
non-executive Directors' fees for the
financial year ended 30 September 2012 and
that the Remuneration Shares, upon issue,
be converted into a corresponding number of
units of ordinary stock of the Company to
rank pari passu in all respects with the
existing ordinary stock units; and (ii) any
Director or Secretary of the Company be
authorised to do all things necessary CONTD
CONT CONTD or desirable to give effect to the Non-Voting
foregoing
6 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
auditors and authorise the Directors to fix
their remuneration
* 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) Evermore Funds Trust
By (Signature) /s/ Eric LeGoff
Name Eric LeGoff
Title President
Date 08/27/2013