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: 908-378-2882
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2013 - 06/30/2014
Evermore Global Value Fund
--------------------------------------------------------------------------------------------------------------------------
ACKERMANS & VAN HAAREN NV, WILRIJK Agenda Number: 705223662
--------------------------------------------------------------------------------------------------------------------------
Security: B01165156
Meeting Type: AGM
Meeting Date: 26-May-2014
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 324333 DUE TO SPLITTING OF
RESOLUTION 4 AND CHANGE IN VOTING STATUS OF
RESOLUTION 9. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
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 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
1 ANNUAL REPORT OF THE BOARD OF DIRECTORS Non-Voting
W.R.T. THE FINANCIAL YEAR ENDED DECEMBER
31, 2013
2 AUDITOR'S REPORT W.R.T. THE FINANCIAL YEAR Non-Voting
ENDED DECEMBER 31, 2013
3 APPROVAL OF THE STATUTORY AND CONSOLIDATED Mgmt For For
ANNUAL ACCOUNTS :DIVIDEND OF EUR 1.70 PER
SHARE
4.1 DISCHARGE OF THE DIRECTOR: ALEXIA BERTRAND Mgmt For For
4.2 DISCHARGE OF THE DIRECTOR: LUC BERTRAND Mgmt For For
4.3 DISCHARGE OF THE DIRECTOR: JACQUES DELEN Mgmt For For
4.4 DISCHARGE OF THE DIRECTOR: TEUN JURGENS Mgmt For For
4.5 DISCHARGE OF THE DIRECTOR: PIERRE MACHARIS Mgmt For For
4.6 DISCHARGE OF THE DIRECTOR: JULIEN PESTIAUX Mgmt For For
4.7 DISCHARGE OF THE DIRECTOR: THIERRY VAN Mgmt For For
BAREN
4.8 DISCHARGE OF THE DIRECTOR: FREDERIC VAN Mgmt For For
HAAREN
4.9 DISCHARGE OF THE DIRECTOR: PIERRE WILLAERT Mgmt For For
5 DISCHARGE OF THE AUDITOR Mgmt For For
6.1 APPOINTMENT OF DIRECTOR: MR TEUN JURGENS Mgmt For For
6.2 APPOINTMENT OF DIRECTOR: MR THIERRY VAN Mgmt For For
BAREN
7 REMUNERATION REPORT Mgmt For For
8 APPROVAL OF CONDITIONAL RIGHTS GRANTED TO Mgmt For For
THIRD PARTIES IN ACCORDANCE WITH ARTICLE
556 OF THE COMPANY CODE
9 QUESTIONS Non-Voting
CMMT 07 MAY 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF DIVIDEND AMOUNT.
IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR
MID: 325724 PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
AMBAC FINANCIAL GROUP, INC. Agenda Number: 933894099
--------------------------------------------------------------------------------------------------------------------------
Security: 023139884
Meeting Type: Annual
Meeting Date: 18-Dec-2013
Ticker: AMBC
ISIN: US0231398845
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
DIANA N. ADAMS Mgmt For For
EUGENE M. BULLIS Mgmt For For
VICTOR MANDEL Mgmt For For
JEFFREY S. STEIN Mgmt For For
NADER TAVAKOLI Mgmt For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS Mgmt For For
AMBAC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, OUR Mgmt For For
EXECUTIVE COMPENSATION.
4. TO VOTE, ON AN ADVISORY BASIS, ON WHETHER Mgmt 1 Year For
EXECUTIVE COMPENSATION SHOULD BE SUBMITTED
TO STOCKHOLDERS FOR AN ADVISORY VOTE EVERY
ONE, TWO OR THREE YEARS.
5. TO APPROVE AMBAC'S 2013 INCENTIVE Mgmt For For
COMPENSATION PLAN.
--------------------------------------------------------------------------------------------------------------------------
AMBAC FINANCIAL GROUP, INC. Agenda Number: 933975243
--------------------------------------------------------------------------------------------------------------------------
Security: 023139884
Meeting Type: Annual
Meeting Date: 22-May-2014
Ticker: AMBC
ISIN: US0231398845
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
DIANA N. ADAMS Mgmt For For
EUGENE M. BULLIS Mgmt For For
VICTOR MANDEL Mgmt For For
JEFFREY S. STEIN Mgmt For For
NADER TAVAKOLI Mgmt For For
2 TO RATIFY THE APPOINTMENT OF KPMG AS Mgmt For For
AMBAC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2014.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION FOR OUR NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN CAPITAL, LTD. Agenda Number: 933931607
--------------------------------------------------------------------------------------------------------------------------
Security: 02503Y103
Meeting Type: Annual
Meeting Date: 25-Apr-2014
Ticker: ACAS
ISIN: US02503Y1038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: MARY C. BASKIN Mgmt For For
1.2 ELECTION OF DIRECTOR: NEIL M. HAHL Mgmt For For
1.3 ELECTION OF DIRECTOR: PHILIP R. HARPER Mgmt For For
1.4 ELECTION OF DIRECTOR: STAN LUNDINE Mgmt For For
1.5 ELECTION OF DIRECTOR: SUSAN K. NESTEGARD Mgmt For For
1.6 ELECTION OF DIRECTOR: KENNETH D. PETERSON Mgmt For For
1.7 ELECTION OF DIRECTOR: ALVIN N. PURYEAR Mgmt For For
1.8 ELECTION OF DIRECTOR: MALON WILKUS Mgmt For For
2. APPROVAL OF AN ADVISORY RESOLUTION ON Mgmt For For
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP TO SERVE AS OUR INDEPENDENT
PUBLIC ACCOUNTANT FOR THE YEAR ENDING
DECEMBER 31, 2014.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 933956217
--------------------------------------------------------------------------------------------------------------------------
Security: 026874784
Meeting Type: Annual
Meeting Date: 12-May-2014
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: PETER R. FISHER Mgmt For For
1D. ELECTION OF DIRECTOR: JOHN H. FITZPATRICK Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM G. JURGENSEN Mgmt For For
1F. ELECTION OF DIRECTOR: CHRISTOPHER S. LYNCH Mgmt For For
1G. ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Mgmt For For
1H. ELECTION OF DIRECTOR: GEORGE L. MILES, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: HENRY S. MILLER Mgmt For For
1J. ELECTION OF DIRECTOR: ROBERT S. MILLER Mgmt For For
1K. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1L. ELECTION OF DIRECTOR: RONALD A. RITTENMEYER Mgmt For For
1M. ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND Mgmt For For
1N. ELECTION OF DIRECTOR: THERESA M. STONE Mgmt For For
2. TO VOTE, ON A NON-BINDING ADVISORY BASIS, Mgmt For For
TO APPROVE EXECUTIVE COMPENSATION.
3. TO ACT UPON A PROPOSAL TO AMEND AND RESTATE Mgmt For For
AIG'S RESTATED CERTIFICATE OF INCORPORATION
TO CONTINUE TO RESTRICT CERTAIN TRANSFERS
OF AIG COMMON STOCK IN ORDER TO PROTECT
AIG'S TAX ATTRIBUTES.
4. TO ACT UPON A PROPOSAL TO RATIFY THE Mgmt For For
AMENDMENT TO EXTEND THE EXPIRATION OF THE
AMERICAN INTERNATIONAL GROUP, INC. TAX
ASSET PROTECTION PLAN.
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 2014.
--------------------------------------------------------------------------------------------------------------------------
BOLLORE, ERGUE GABERIC Agenda Number: 705151241
--------------------------------------------------------------------------------------------------------------------------
Security: F10659112
Meeting Type: MIX
Meeting Date: 05-Jun-2014
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 SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: 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 12 MAY 2014: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL
LINK:https://balo.journal-officiel.gouv.fr/
pdf/2014/0411/201404111401082.pdf. PLEASE
NOTE THAT THIS IS A REVISION DUE TO RECEIPT
OF ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0512/201405121401677.pdf AND MODIFICATION
TO NUMBERING OF RESOLUTIONS E.1 TO E.3. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
O.1 APPROVAL OF THE ANNUAL CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE 2013 FINANCIAL YEAR
O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE 2013 FINANCIAL YEAR
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 THE DISTRIBUTION OF AN Mgmt For For
INTERIM PAYMENT OF THE DIVIDEND WITH OPTION
FOR PAYMENT IN SHARES
O.6 APPROVAL OF A SIGNIFICANT REGULATED Mgmt For For
AGREEMENT: DEBT WAIVER AGREEMENT ENTERED
INTO WITH THE COMPANY BLUE SOLUTION
O.7 APPROVAL OF A SIGNIFICANT REGULATED Mgmt For For
AGREEMENT: SIX SELL COMMITMENTS MADE
BETWEEN BOLLORE AND BLUE SOLUTION REGARDING
ALL SHARES ISSUED BY THE COMPANIES BLUECAR,
AUTOLIB AND BLUECARSHARING, BLUEBUS,
BLUEBOAT, BLUETRAM, BLUESTORAGE AND
POLYCONSEIL
O.8 APPROVAL OF THE REGULATED AGREEMENTS AND Mgmt For For
COMMITMENTS
O.9 RENEWAL OF TERM OF MRS. MARIE BOLLORE AS Mgmt For For
DIRECTOR
O.10 RENEWAL OF TERM OF MRS. MARTINE STUDER AS Mgmt For For
DIRECTOR
O.11 APPOINTMENT OF MRS. CELINE MERLE-BERAL AS A Mgmt For For
DIRECTOR
O.12 SETTING THE AMOUNT OF ATTENDANCE ALLOWANCES Mgmt For For
TO BE ALLOCATED TO THE BOARD MEMBERS
O.13 RENEWAL OF TERM OF FIRM CONSTANTIN ASSOCIES Mgmt For For
AS PRINCIPAL STATUTORY AUDITORS
O.14 ACKNOWLEDGEMENT OF THE END OF TERM OF MR. Mgmt For For
BENOIT PIMONT AS DEPUTY STATUTORY AUDITORS,
AND DECISION TO NOT RENEW IT
O.15 APPOINTMENT OF THE FIRM CISANE AS A DEPUTY Mgmt For For
STATUTORY AUDITORS
O.16 ADVISORY REVIEW OF THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. VINCENT BOLLORE, PRESIDENT AND
CEO FOR THE 2013 FINANCIAL YEAR
O.17 ADVISORY REVIEW OF THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. CYRILLE BOLLORE, CEO FOR THE
2013 FINANCIAL YEAR
O.18 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For
E.1 AMENDMENT TO ARTICLE 12 OF THE BYLAWS TO Mgmt For For
DETERMINE THE CONDITIONS FOR APPOINTING
DIRECTORS REPRESENTING EMPLOYEES IN
ACCORDANCE WITH THE PROVISION OF THE JUNE
14TH 2013 ACT RELATING TO SECURING
EMPLOYMENT
E.2 CANCELLATION OF THE PROVISIONS OF ARTICLE Mgmt For For
12.3 RELATING TO DIRECTORS' SHARES
E.3 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BOLLORE, ERGUE GABERIC Agenda Number: 705151239
--------------------------------------------------------------------------------------------------------------------------
Security: F1228W123
Meeting Type: MIX
Meeting Date: 05-Jun-2014
Ticker:
ISIN: FR0011564798
--------------------------------------------------------------------------------------------------------------------------
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 SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: 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 12 MAY 2014: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
014/0411/201404111401082.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0512/201405121401677.pdf AND MODIFICATION
TO NUMBERING OF RESOLUTIONS E.1 TO E.3. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 APPROVAL OF THE ANNUAL CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE 2013 FINANCIAL YEAR
O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE 2013 FINANCIAL YEAR
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 THE DISTRIBUTION OF AN Mgmt For For
INTERIM PAYMENT OF THE DIVIDEND WITH OPTION
FOR PAYMENT IN SHARES
O.6 APPROVAL OF A SIGNIFICANT REGULATED Mgmt For For
AGREEMENT: DEBT WAIVER AGREEMENT ENTERED
INTO WITH THE COMPANY BLUE SOLUTION
O.7 APPROVAL OF A SIGNIFICANT REGULATED Mgmt For For
AGREEMENT: SIX SELL COMMITMENTS MADE
BETWEEN BOLLORE AND BLUE SOLUTION REGARDING
ALL SHARES ISSUED BY THE COMPANIES BLUECAR,
AUTOLIB' AND BLUECARSHARING, BLUEBUS,
BLUEBOAT, BLUETRAM, BLUESTORAGE AND
POLYCONSEIL
O.8 APPROVAL OF THE REGULATED AGREEMENTS AND Mgmt For For
COMMITMENTS
O.9 RENEWAL OF TERM OF MRS. MARIE BOLLORE AS Mgmt For For
DIRECTOR
O.10 RENEWAL OF TERM OF MRS. MARTINE STUDER AS Mgmt For For
DIRECTOR
O.11 APPOINTMENT OF MRS. CELINE MERLE-BERAL AS A Mgmt For For
DIRECTOR
O.12 SETTING THE AMOUNT OF ATTENDANCE ALLOWANCES Mgmt For For
TO BE ALLOCATED TO THE BOARD MEMBERS
O.13 RENEWAL OF TERM OF FIRM CONSTANTIN ASSOCIES Mgmt For For
AS PRINCIPAL STATUTORY AUDITORS
O.14 ACKNOWLEDGEMENT OF THE END OF TERM OF MR. Mgmt For For
BENOIT PIMONT AS DEPUTY STATUTORY AUDITORS,
AND DECISION TO NOT RENEW IT
O.15 APPOINTMENT OF THE FIRM CISANE AS A DEPUTY Mgmt For For
STATUTORY AUDITORS
O.16 ADVISORY REVIEW OF THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. VINCENT BOLLORE, PRESIDENT AND
CEO FOR THE 2013 FINANCIAL YEAR
O.17 ADVISORY REVIEW OF THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. CYRILLE BOLLORE, CEO FOR THE
2013 FINANCIAL YEAR
O.18 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For
E.1 AMENDMENT TO ARTICLE 12 OF THE BYLAWS TO Mgmt For For
DETERMINE THE CONDITIONS FOR APPOINTING
DIRECTORS REPRESENTING EMPLOYEES IN
ACCORDANCE WITH THE PROVISION OF THE JUNE
14TH 2013 ACT RELATING TO SECURING
EMPLOYMENT
E.2 CANCELLATION OF THE PROVISIONS OF ARTICLE Mgmt For For
12.3 RELATING TO DIRECTORS' SHARES
E.3 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
COMPAGNIE D'ENTREPRISES CFE SA, BRUXELLES Agenda Number: 704783819
--------------------------------------------------------------------------------------------------------------------------
Security: B27818135
Meeting Type: EGM
Meeting Date: 13-Nov-2013
Ticker:
ISIN: BE0003883031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 Special report of the board of directors Non-Voting
pursuant to article 602, 1st paragraph of
the company code
2 Special report of the statutory auditor Non-Voting
pursuant to article 602, 1st paragraph of
the company code
3 Proposition to increase the capital up to Mgmt For For
an amount of EUR 19.954.510,99 to bring it
up from EUR
4.1 Proposal to take act of the resignation of Mgmt For For
M. Bernard Huvelin, M. Richard Francioli
and M. Jean Rossi from their functions as
director and to grant discharge to them as
directors of CFE
4.2 Proposal to appoint M. Luc Bertrand, M. Jan Mgmt For For
Suykens, M. Piet Dejonghe, M. Koen Janssen,
M. John-Eric Bertrand and M. Alain Bernard,
as directors for a duration expiring at the
annual general meeting convened to vote
upon the annual accounts of the financial
year 2016
4.3 It being understood that all and each of Non-Voting
the decisions on propositions referred to
above under point 4 are subject to the
condition precedent of the completion of
the capital increase referred to above
under point 3 and the transfer from Vinci
constructions SAS to AvH of 23, 42 percent
of its participation in CFE as announced by
Vinci SA and AvH in the press release dated
19 September 2013. In the event of
fulfillment of both conditions precedent,
the decisions shall take effect on the date
on which the completion of the capital
increase shall be recorded
4.4 Proposal to grant full powers to two Mgmt For For
directors acting jointly for the purpose of
recording the fulfillment or the
non-fulfillment of the condition precedent
referred to above under point 4 and 2 to
the acting notary for the purpose of
proceeding with all formalities for
publication and filling related to the
foregoing
--------------------------------------------------------------------------------------------------------------------------
COMPAGNIE D'ENTREPRISES CFE SA, BRUXELLES Agenda Number: 705092372
--------------------------------------------------------------------------------------------------------------------------
Security: B27818135
Meeting Type: MIX
Meeting Date: 30-Apr-2014
Ticker:
ISIN: BE0003883031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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
A.1 RECEIVE DIRECTORS' REPORTS Non-Voting
A.2 RECEIVE AUDITORS' REPORTS Non-Voting
A.3 ADOPT FINANCIAL STATEMENTS Mgmt For For
A.4 ADOPT CONSOLIDATED FINANCIAL STATEMENTS Mgmt For For
A.5 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.15 PER SHARE
A.6.1 APPROVE REMUNERATION REPORT Mgmt For For
A.6.2 APPROVE REMUNERATION OF DIRECTORS AND Mgmt For For
AUDITORS
A.6.3 APPROVE SEVERANCE AGREEMENTS Mgmt For For
A.6.4 APPROVE DEVIATION FROM BELGIAN COMPANY LAW Mgmt For For
RE VARIABLE REMUNERATION
A.7 APPROVE DISCHARGE OF DIRECTORS Mgmt For For
A.8 APPROVE DISCHARGE OF AUDITORS Mgmt For For
A.9.1 REELECT NV C.G.O., PERMANENTLY REPRESENTED Mgmt For For
BY PHILIPPE DELAUNOIS, AS DIRECTOR
A.9.2 REELECT CONSUCO NV, PERMANENTLY REPRESENTED Mgmt For For
BY ALFRED BOUCKAERT, AS INDEPENDENT
DIRECTOR
S.1 RECEIVE SPECIAL BOARD REPORT RE CAPITAL Mgmt For For
INCREASE UNDER ITEM 2
S.2 RENEW AUTHORIZATION TO INCREASE AUTHORIZED Mgmt For For
CAPITAL UP TO EUR 2.5 MILLION AND AMEND
ARTICLES ACCORDINGLY
S.3 AUTHORIZE BOARD TO REPURCHASE AND REISSUE Mgmt For For
SHARES IN THE EVENT OF A SERIOUS AND
IMMINENT HARM AND UNDER NORMAL CONDITIONS
S.4 AMEND ARTICLE 8 RE DEMATERIALIZATION OF Mgmt For For
BEARER SHARES
S.5 AMEND ARTICLE 9 RE REMOVE REFERENCES TO Mgmt For For
BEARER SHARES
S.6 AMEND ARTICLE 27 RE GENERAL MEETING Mgmt For For
S.7 AMEND ARTICLE 28 RE CONVOCATION GENERAL Mgmt For For
MEETING
S.8 AMEND ARTICLE 29 RE SHAREHOLDER Mgmt For For
REPRESENTATION
S.9 AMEND ARTICLE 31 RE ATTENDANCE LIST Mgmt For For
S.10 AMEND ARTICLES OF ASSOCIATION RE OTHER Mgmt For For
CHANGES
--------------------------------------------------------------------------------------------------------------------------
COMVERSE, INC. Agenda Number: 934013640
--------------------------------------------------------------------------------------------------------------------------
Security: 20585P105
Meeting Type: Annual
Meeting Date: 25-Jun-2014
Ticker: CNSI
ISIN: US20585P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SUSAN D. BOWICK Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES BUDGE Mgmt For For
1C. ELECTION OF DIRECTOR: MATTHEW A. DRAPKIN Mgmt For For
1D. ELECTION OF DIRECTOR: DORON INBAR Mgmt For For
1E. ELECTION OF DIRECTOR: NEIL MONTEFIORE Mgmt For For
1F. ELECTION OF DIRECTOR: HENRY R. NOTHHAFT Mgmt For For
1G. ELECTION OF DIRECTOR: PHILIPPE TARTAVULL Mgmt For For
1H. ELECTION OF DIRECTOR: MARK C. TERRELL Mgmt For For
2. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP TO SERVE AS
COMVERSE, INC.'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JANUARY 31, 2015.
--------------------------------------------------------------------------------------------------------------------------
CONSTANTIN MEDIEN AG, ISMANING Agenda Number: 704539494
--------------------------------------------------------------------------------------------------------------------------
Security: D1591Z101
Meeting Type: AGM
Meeting Date: 04-Jul-2013
Ticker:
ISIN: DE0009147207
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 13 JUN 2013, WHEREAS THE
MEETING HAS BEEN SETUP USING THE ACTUAL
RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 19 Non-Voting
JUN 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 approved annual Non-Voting
financial statement and the approved
consolidated financial statements as at
December 31, 2012, of the Combined Group
Management and Management Report and of the
report by the Supervisory Board for the
2012 financial year
2. Approval of the Management Board Members Mgmt For For
for the 2012 financial year
3. Approval of the Supervisory Board Members Mgmt For For
for the 2012 financial year
4. Election of auditor and group auditor for Mgmt For For
the 2013 financial year:
PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, Munich
5.a Election of Supervisory Board Member: Dr. Mgmt For For
Bernd Kuhn
5.b Election of Supervisory Board Member: Mgmt For For
Andrea Laub
6. Resolution regarding the cancellation of Mgmt For For
the existing authorized capital 2009/I, the
creation of new authorized capital 2013/I
and the relevant adjustment to the Articles
of Association
7. Resolution regarding amendments to the Mgmt For For
Articles of Association to cancel now
irrelevant conditional capitals and
consequential amendments
8. Resolution regarding the new version of the Mgmt For For
provisions on the amount and classification
of the share capital, shares and
securitization of shares
--------------------------------------------------------------------------------------------------------------------------
EI TOWERS, LISSONE Agenda Number: 705114508
--------------------------------------------------------------------------------------------------------------------------
Security: T3606C104
Meeting Type: OGM
Meeting Date: 24-Apr-2014
Ticker:
ISIN: IT0003043418
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 294668 DUE TO RECEIPT OF SLATES
OF AUDITORS NAMES UNDER RESOLUTION 3. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
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_196815.PDF
1 APPROVAL OF THE FINANCIAL STATEMENTS AS OF Mgmt For For
DECEMBER 31, 2013; 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, 2013
2 COMPENSATION REPORT IN ACCORDANCE WITH Mgmt For For
ARTICLE 123-TER OF THE LEGISLATIVE DECREE
NO. 58/1998
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 Non-Voting
SLATES TO BE ELECTED AS AUDITORS, 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
OF THE 2 SLATES. THANK YOU.
3.1 PLEASE NOTE THAT THIS RESOLUTION IS A Shr No vote
SHAREHOLDER PROPOSAL: APPOINTMENT OF THE
BOARD OF STATUTORY AUDITORS AND OF ITS
CHAIRMAN. LIST PRESENTED BY ELETTRONICA
INDUSTRIALE S.P.A. REPRESENTING 65.001PCT
OF COMPANY STOCK CAPITAL: EFFECTIVE
AUDITORS: FRANCESCO VITTADINI, ANNA
GIRELLO, MARCO ARMAROLLI; ALTERNATE
AUDITORS: FRANCESCO ANTONIO GIAMPAOLO,
FLAVIA DAUNIA MINUTILLO, GIANCARLO POVOLERI
3.2 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: APPOINTMENT OF THE
BOARD OF STATUTORY AUDITORS AND OF ITS
CHAIRMAN. LIST PRESENTED BY AMBER CAPITAL
UK LLP REPRESENTING 1.20PCT AND AMBER
CAPITAL ITALIA SGR S.P.A. REPRESENTING
0.812PCT OF COMPANY STOCK CAPITAL:
EFFECTIVE AUDITORS: ANTONIO ARISTIDE
MASTRANGELO, GIULIANA SANTAMARIA AMATO,
MARCO SALVATORE; ALTERNATE AUDITORS:
FEDERICA PERLI, ATTILIO SPINELLI, PAOLO
CAMPISI
4 DETERMINATION OF THE REMUNERATION OF THE Mgmt For For
BOARD OF STATUTORY AUDITORS
5 AUTHORIZATION TO THE BOARD OF DIRECTORS FOR Mgmt For For
THE PURCHASE AND SALE OF TREASURY SHARES
--------------------------------------------------------------------------------------------------------------------------
EXOR S.P.A., TORINO Agenda Number: 705183793
--------------------------------------------------------------------------------------------------------------------------
Security: T3833E113
Meeting Type: OGM
Meeting Date: 22-May-2014
Ticker:
ISIN: IT0001353140
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 FINANCIAL STATEMENTS AT DECEMBER 31, 2013 Mgmt For For
AND RELATED RESOLUTIONS
2.A COMPENSATION AND TREASURY STOCK: Mgmt For For
COMPENSATION REPORT PURSUANT TO ARTICLE
123-TER OF LEGISLATIVE DECREE 58/1998
2.B COMPENSATION AND TREASURY STOCK: Mgmt For For
RESOLUTIONS ON THE PURCHASE AND DISPOSAL OF
OWN SHARES
CMMT 23 APR 2014: PLEASE NOTE THAT THE ITALIAN Non-Voting
LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON
THE URL LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_204734.PDF
CMMT 23 APR 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF URL COMMENT. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
FOMENTO DE CONSTRUCCIONES Y CONTRATAS SA, BARCELON Agenda Number: 705319615
--------------------------------------------------------------------------------------------------------------------------
Security: E52236143
Meeting Type: OGM
Meeting Date: 23-Jun-2014
Ticker:
ISIN: ES0122060314
--------------------------------------------------------------------------------------------------------------------------
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 24 JUNE 2014. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 APPROVAL OF INDIVIDUAL AND CONSOLIDATED Mgmt For For
ANNUAL ACCOUNTS AND MANAGEMENT REPORT, AND
MANAGEMENT OF THE BOARD OF DIRECTORS
2 ALLOCATION OF RESULTS Mgmt For For
3 RE-ELECTION OF AUDITORS Mgmt For For
4.1 APPOINTMENT OF MR CLAUDE SERRA AS DIRECTOR Mgmt For For
4.2 APPOINTMENT OF MR GONZALO RODRIGUEZ Mgmt For For
MOURILLO AS DIRECTOR
4.3 APPOINTMENT OF MR GUSTAVO VILLA PALOS SALAS Mgmt For For
AS DIRECTOR
4.4 APPOINTMENT OF MR OLIVIER ORSINI AS Mgmt For For
DIRECTOR
4.5 RE-ELECTION OF MR RAFAEL MONTES SANCHEZ AS Mgmt For For
DIRECTOR
4.6 RE-ELECTION OF EAC INVERSIONES CORPORATIVAS Mgmt For For
SL AS DIRECTOR
5.1 REMUNERATION OF THE BOARD OF DIRECTORS Mgmt For For
5.2 CONSULTIVE VOTE REGARDING THE ANNUAL Mgmt For For
REMUNERATION REPORT
6 ISSUE OF WARRANTS Mgmt For For
7 AMENDMENT OF THE TERMS AND CONDITIONS OF Mgmt For For
THE EXCHANGEABLE OR CONVERTIBLE BOND ISSUE
8 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For
DIRECTORS TO IMPLEMENT AGREEMENT ADOPTED BY
SHAREHOLDERS AT THE GM
9 APPROVAL OF THE MINUTES Mgmt For For
CMMT 27 MAY 2014: PLEASE NOTE THAT THE MEETING Non-Voting
TYPE WAS CHANGED FROM AGM TO OGM. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC. Agenda Number: 933970849
--------------------------------------------------------------------------------------------------------------------------
Security: 37247D106
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: GNW
ISIN: US37247D1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: WILLIAM H. BOLINDER Mgmt For For
1B. ELECTION OF DIRECTOR: G. KENT CONRAD Mgmt For For
1C. ELECTION OF DIRECTOR: MELINA E. HIGGINS Mgmt For For
1D. ELECTION OF DIRECTOR: NANCY J. KARCH Mgmt For For
1E. ELECTION OF DIRECTOR: THOMAS J. MCINERNEY Mgmt For For
1F. ELECTION OF DIRECTOR: CHRISTINE B. MEAD Mgmt For For
1G. ELECTION OF DIRECTOR: DAVID M. MOFFETT Mgmt For For
1H. ELECTION OF DIRECTOR: THOMAS E. MOLONEY Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES A. PARKE Mgmt For For
1J. 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 2014.
4. STOCKHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS.
--------------------------------------------------------------------------------------------------------------------------
GRAMERCY PROPERTY TRUST INC Agenda Number: 934017852
--------------------------------------------------------------------------------------------------------------------------
Security: 38489R100
Meeting Type: Annual
Meeting Date: 26-Jun-2014
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
WILLIAM H. LENEHAN Mgmt For For
2. TO APPROVE CERTAIN ISSUANCES OF OUR COMMON Mgmt Abstain Against
STOCK UPON EXCHANGE OF OUR 3.75%
EXCHANGEABLE SENIOR NOTES DUE 2019.
3. TO APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt Abstain Against
CHARTER INCREASING THE AMOUNT OF COMMON
STOCK THE COMPANY IS AUTHORIZED TO ISSUE TO
200,000,000 SHARES.
4. 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, 2014.
5. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP Agenda Number: 704805691
--------------------------------------------------------------------------------------------------------------------------
Security: X3232T104
Meeting Type: EGM
Meeting Date: 07-Nov-2013
Ticker:
ISIN: GRS419003009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 249404 DUE TO CHANGE IN VOTING
STATUS OF RESOLUTION 1. ALL VOTES RECEIVED
ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE AN A
REPETITIVE MEETING ON 18 NOV 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. Announcement of the election of board Non-Voting
members in replacement of the resigned
members and for the remainder of their term
in office. announcement of the provisional
appointment of new members of the audit
committee in replacement of the resigned
members and for the remainder of their term
in office
2. Determination of the number of the members Mgmt For For
of the board of directors and election of
the new board of directors
3. Appointment of the members of the audit Mgmt For For
committee, in accordance with article 37,
paragraph 1 of law no 3693/2008
4. Granting of leave according to article 23, Mgmt For For
paragraph 1, of law no 2190/1920 and
article 24 of the articles of association
of the corporation to the members of the
board of directors of the corporation and
any persons who are in any way involved in
the management of the corporation, the
general managers, the managers for their
participation in the boards of directors or
in the management of the corporations of
the corporate group and of the affiliated
corporations, within the meaning of article
42e, paragraph 5 of law 2190/1920 and
therefore, the conducting on behalf of the
affiliated companies of acts falling within
the corporation's objectives
5. Granting of special leave according to Mgmt For For
article 23a of law no 2190/1920 for the
conclusion of a fixed-term employment
contract with the CEO and chairman of the
board of directors of the corporation, Mr
Kamil Ziegler, the approval of the basic
terms thereof and the granting of an
authorization to the board of directors to
sign the contract
6. Granting of special leave according to Mgmt For For
article 23a of law no 2190/1920 for the
conclusion of a fixed-term employment
contract with the executive member of the
board of directors Mr Michal Houst, the
approval of the basic terms thereof and the
granting of an authorization to the board
of directors to sign the contract
--------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP Agenda Number: 705236633
--------------------------------------------------------------------------------------------------------------------------
Security: X3232T104
Meeting Type: OGM
Meeting Date: 22-May-2014
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 03 JUN 2014 AND B
REPETITIVE MEETING ON 16 JUN 2014. 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. APPROVAL OF THE RESTATED SEPARATE AND Mgmt For For
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THIRTEENTH (13RD) FISCAL YEAR (JANUARY 1ST,
2012 UNTIL DECEMBER 31ST, 2012)
2. SUBMISSION AND APPROVAL OF BOTH THE BOARD Mgmt For For
OF DIRECTORS' REPORT AND AUDITORS' REPORT
FOR THE ANNUAL FINANCIAL STATEMENTS FOR THE
FOURTEENTH (14TH) FISCAL YEAR (1ST OF
JANUARY 2013 TO THE 31ST OF DECEMBER 2013)
3. SUBMISSION AND APPROVAL OF THE SEPARATE AND Mgmt For For
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
FOURTEENTH (14TH) FISCAL YEAR (JANUARY 1ST,
2013 UNTIL DECEMBER 31ST, 2013)
4. APPROVAL OF EARNINGS DISTRIBUTION FOR THE Mgmt For For
FOURTEENTH (14TH) FISCAL YEAR (1ST OF
JANUARY 2013 TO 31ST OF DECEMBER 2013)
5. DISCHARGE OF THE MEMBERS OF BOARD OF Mgmt For For
DIRECTORS AND THE STATUTORY AUDITORS FROM
ANY LIABILITY FOR COMPENSATION FOR THE
REALIZED (MANAGEMENT) FOR THE FOURTEENTH
(14TH) FISCAL YEAR (JANUARY 1ST, 2013 UNTIL
DECEMBER 31ST, 2013), AND APPROVAL OF
MANAGEMENT AND REPRESENTATION ACTIONS OF
THE BOARD OF DIRECTORS OF THE COMPANY
6. APPROVAL OF THE MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS' COMPENSATION AND REMUNERATION
FOR THEIR PARTICIPATION IN THE BOARD OF
DIRECTORS FOR THE FOURTEENTH (14TH) FISCAL
YEAR (JANUARY 1ST, 2013 UNTIL DECEMBER
31ST, 2013)
7. APPROVAL OF COMPENSATION AND REMUNERATION Mgmt Abstain Against
TO THE EXECUTIVE MEMBERS OF THE BOARD OF
DIRECTORS PURSUANT TO ARTICLE 24, PARAGRAPH
2 OF CODIFIED LAW 2190/1920 AS IN FORCE
8. PRE-APPROVAL OF THE REMUNERATION AND Mgmt Abstain Against
COMPENSATION OF THE MEMBERS OF THE
COMPANY'S BOARD OF DIRECTORS FOR THE
CURRENT FIFTEENTH (15TH)FISCAL YEAR
(COMMENCING ON JANUARY 1ST, 2014 UNTIL
DECEMBER 31ST, 2014)
9. APPOINTMENT OF STATUTORY AND SUBSTITUTE Mgmt For For
CERTIFIED AUDITORS FOR THE AUDIT OF THE
FINANCIAL STATEMENTS FOR THE CURRENT
FIFTEENTH (15TH) FISCAL YEAR (JANUARY 1ST,
2014 UNTIL DECEMBER 31ST, 2014), THE
ISSUANCE OF THE ANNUAL TAX CERTIFICATE AND
DETERMINATION OF THEIR FEES: THE BOARD OF
DIRECTORS, UPON THE RECOMMENDATION OF THE
COMPANY'S AUDIT COMMITTEE IN ACCORDANCE
WITH THE SPECIFIC STIPULATIONS OF ARTICLE
37, PAR. 3 OF LAW 3693/2008, AS CURRENTLY
IN FORCE, RECOMMENDS TO THE GENERAL MEETING
OF SHAREHOLDERS THAT THE STATUTORY AUDIT OF
THE SEPARATE AND CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FIFTEENTH (15TH) FISCAL
YEAR (1ST OF JANUARY 2014 TO 31ST DECEMBER
2014) BE CARRIED OUT, ON THE BASIS OF THE
MOST COMPETITIVE OFFER, BY MRS. CHRISOULA
DOUKA (SOEL REG. NO. 37551) AND MR. MICHAEL
KOKKINOS (SOEL REG. NO. 12701), ACTING AS
STATUTORY AUDITORS AND MR. ANASTASIOS
PANAGIDES (SOEL REG. NO. 37581) AND MR.
FILIPPOS KASSOS (SOEL REG. NO. 26311 ),
ACTING AS SUBSTITUTE AUDITORS, FROM THE
CERTIFIED AUDITING ACCOUNTING COMPANY
''KPMG'', FOR AN ANNUAL FEE AMOUNTING TO
EUR 115,000.00 PLUS VAT. THE REMUNERATION
OF THE ABOVE AUDITING FIRM FOR THE ISSUANCE
OF THE ANNUAL TAX CERTIFICATE AS PROVIDED
FOR IN ARTICLE 82, PAR. 5 OF LAW 2238/2011,
AMOUNTS TO EUR 95,000.00 PLUS VAT. NOTE
THAT THE AUDITING COMPANY
'PRICEWATERHOUSECOOPERS S.A. ' WAS PAID EUR
120,000.00 PLUS VAT FOR THE AUDIT FOR THE
FISCAL YEAR 2013 AND A FURTHER EUR
120,000.00 PLUS VAT FOR THE ISSUANCE OF THE
ANNUAL TAX CERTIFICATE
10. ARTICLES OF ASSOCIATION ISSUES: (A) Mgmt For For
DELETION OF ARTICLES 9, 19, 21, 23, 28, 29,
36, 39, 40, 43, 48, 49 AND 50, AMENDMENT OF
THE ARTICLES 1, 2, 3, 4, 5, 7, 12, 13, 15,
16, 17, 18, 20, 22, 24, 25, 27, 31, 35, 37,
38, 41 AND 44 AND RENUMBERING OF THE
ARTICLES 10, 11, 12, 13, 14, 15, 16, 17,
18, 20, 22, 24, 25, 26, 27, 30, 31, 32, 33,
34, 35, 37, 38, 41, 42, 44, 45, 46 AND 47
AND (B) CONFIGURATION OF THE ARTICLES OF
ASSOCIATION IN A SINGLE TEXT
11. PROVISION OF PERMISSION PURSUANT TO ARTICLE Mgmt For For
23, PARAGRAPH 1 OF CODIFIED LAW 2190/1920,
TO THE BOD MEMBERS AND THE OFFICERS OF THE
COMPANY'S GENERAL DIRECTORATES AND
DIVISIONS FOR THEIR PARTICIPATION IN THE
BOARDS OF DIRECTORS OR IN THE MANAGEMENT OF
THE GROUP'S SUBSIDIARIES AND AFFILIATES, AS
DEFINED IN ARTICLE 42, PARAGRAPH 5 OF
CODIFIED LAW 2190/1920
--------------------------------------------------------------------------------------------------------------------------
ING GROEP NV, AMSTERDAM Agenda Number: 704785368
--------------------------------------------------------------------------------------------------------------------------
Security: N4578E413
Meeting Type: OGM
Meeting Date: 27-Nov-2013
Ticker:
ISIN: NL0000303600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATIONAL Non-Voting
MEETING, AS THERE ARE NO PROPOSALS TO BE
VOTED ON. SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY REQUEST AN
ENTRANCE CARD. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS MEETING ATTENDANCE Non-Voting
ONLY. PLEASE CONTACT YOUR CUSTOMER SERVICE
REPRESENTATIVE TO REQUEST MEETING
ATTENDANCE.
1 Opening Non-Voting
2 Report on activities of Stichting ING Non-Voting
Aandelen
3 Questions and closing Non-Voting
--------------------------------------------------------------------------------------------------------------------------
ING GROUP NV, AMSTERDAM Agenda Number: 705081317
--------------------------------------------------------------------------------------------------------------------------
Security: N4578E413
Meeting Type: AGM
Meeting Date: 12-May-2014
Ticker:
ISIN: NL0000303600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening remarks and announcements Non-Voting
2.A Report of the Executive Board for 2013 Non-Voting
2.B Report of the Supervisory Board for 2013 Non-Voting
2.C Remuneration report Non-Voting
2.D Amendment to the remuneration policy Mgmt For For
2.E Annual Accounts for 2013 Mgmt For For
3 Profit retention and distribution policy Non-Voting
4.A Corporate governance Non-Voting
4.B Increase of the issued share capital and Mgmt For For
amendment to the Articles of Association
4.C Decrease of the issued share capital and Mgmt For For
amendment to the Articles of Association
4.D Amendment to the Articles of Association Mgmt For For
with respect to the representing authority
5 Sustainability Non-Voting
6.A Discharge of the members of the Executive Mgmt For For
Board in respect of their duties performed
during the year 2013
6.B Discharge of the members of the Supervisory Mgmt For For
Board in respect of their duties performed
during the year 2013
7 Composition of the Supervisory Board: Mgmt For For
Appointment of Eric Boyer de la Giroday
8.A Authorisation to issue ordinary shares with Mgmt For For
or without pre-emptive rights
8.B Authorisation to issue ordinary shares with Mgmt For For
or without pre-emptive rights in connection
with a merger, a takeover of a business or
a company, or, if necessary in the opinion
of the Executive Board and the Supervisory
Board, for the safeguarding or conservation
of the Company's capital position
9.A Authorisation to acquire ordinary shares or Mgmt For For
depositary receipts for ordinary shares in
the Company's own capital
9.B Authorisation to acquire ordinary shares or Mgmt For For
depositary receipts for ordinary shares in
the Company's own capital in connection
with a major capital restructuring
10 Any other business and conclusion Non-Voting
--------------------------------------------------------------------------------------------------------------------------
JSFC SISTEMA JSC, MOSCOW Agenda Number: 705405024
--------------------------------------------------------------------------------------------------------------------------
Security: 48122U204
Meeting Type: AGM
Meeting Date: 28-Jun-2014
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 2013
3 1. ALLOCATE RUB 19,879,000,000.00 (NINETEEN Mgmt For For
BILLION EIGHT HUNDRED SEVENTY NINE MILLION)
AS DIVIDEND, AND NOT DISTRIBUTE THE PART OF
RETAINED EARNINGS REMAINING AFTER THE
DIVIDEND PAYOUT. 2. PAY DIVIDENDS IN THE
AMOUNT OF RUB 2.06 (TWO AND SIX HUNDREDTHS)
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. DETERMINE THE DATE OF
CLOSING THE LIST OF SHAREHOLDERS TO RECEIVE
DIVIDENDS AS 17 JULY 2014. 4. SET THE
DEADLINE FOR PAYING THE ANNOUNCED
DIVIDENDS: NO LATER THAN 10 BUSINESS DAYS
FROM THE DATE WHEN THE LIST OF SHAREHOLDERS
TO RECEIVE DIVIDENDS IS CLOSED
4.1 ELECT THE REVISION COMMISSION WITH MEMBER Mgmt For For
AS FOLLOWS: ALEXEY GURYEV
4.2 ELECT THE REVISION COMMISSION WITH MEMBER Mgmt For For
AS FOLLOWS: NATALIA DEMESHKINA
4.3 ELECT THE REVISION COMMISSION WITH MEMBER Mgmt For For
AS FOLLOWS: YEKATERINA KUZNETSOVA
CMMT PLEASE NOTE CUMULATIVE VOTING APPLIES TO Non-Voting
THIS RESOLUTION REGARDING THE ELECTION OF
DIRECTORS. OUT OF THE 13 DIRECTORS
PRESENTED FOR ELECTION, YOU CAN ONLY VOTE
FOR 13DIRECTORS. THE LOCAL AGENT IN THE
MARKET WILL APPLY CUMULATIVE VOTING EVENLY
AMONG ONLY DIRECTORS FOR WHOM YOU VOTE
"FOR". CUMULATIVE VOTES CANNOT BE APPLIED
UNEVENLY AMONG DIRECTORS VIA PROXYEDGE.
STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR
THIS MEETING. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE WITH ANY QUESTIONS.
5.1 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: SERGEY BOEV
5.2 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: ALEXANDER GONCHARUK
5.3 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: BRIAN DICKIE
5.4 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: VLADIMIR EVTUSHENKOV
5.5 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: DMITRY ZUBOV
5.6 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: ROBERT KOCHARYAN
5.7 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: JEANNOT KRECKE
5.8 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: PETER MANDELSON
5.9 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: ROGER MUNNINGS
5.10 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: MARC HOLTZMAN
5.11 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: SERGE TCHURUK
5.12 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: MICHAEL SHAMOLIN
5.13 ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS OF SISTEMA JOINT STOCK FINANCIAL
CORPORATION: DAVID IAKOBACHVILI
6.1 APPROVE CJSC DELOITTE AND TOUCHE CIS AS THE Mgmt For For
AUDITOR TO PERFORM THE AUDIT FOR 2014 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 2014 IN
LINE WITH THE US GAAP INTERNATIONAL
STANDARDS
--------------------------------------------------------------------------------------------------------------------------
K1 VENTURES LTD Agenda Number: 704751519
--------------------------------------------------------------------------------------------------------------------------
Security: Y5058Y108
Meeting Type: AGM
Meeting Date: 24-Oct-2013
Ticker:
ISIN: SG1I94885148
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the Directors' Report Mgmt For For
and Audited Accounts for the year ended 30
June 2013
2 To declare a tax exempt one-tier final Mgmt For For
dividend of 2.0 cents per share for the
year ended 30 June 2013 (2012: 0.5 cents)
3a To re-elect the following director who will Mgmt For For
retire pursuant to Article 86 of the
Company's Articles of Association and who,
being eligible, offers himself for
re-election pursuant to Article 87: Mr
Alexander Vahabzadeh
3b To re-elect the following director who will Mgmt For For
retire pursuant to Article 86 of the
Company's Articles of Association and who,
being eligible, offers himself for
re-election pursuant to Article 87: Prof
Neo Boon Siong
4 To re-elect Assoc Prof Annie Koh, who Mgmt For For
ceases to hold office as a director in
accordance with Article 93 of the Company's
Articles of Association and who, being
eligible, offers herself for re-election
5 To re-appoint Dr Lee Suan Yew, who will Mgmt For For
cease to be a director at the conclusion of
this Annual General Meeting in accordance
with Section 153(2) of the Companies Act,
Cap 50 of Singapore ("Companies Act"), and
who, being eligible, offers himself for
re-appointment pursuant to Section 153(6)
of the Companies Act to hold office until
the next Annual General Meeting of the
Company
6 To approve the specified remuneration of Mgmt For For
the directors of the Company for the
financial year ended 30 June 2013
7 To re-appoint Messrs Deloitte & Touche LLP Mgmt For For
as auditors of the Company for the
financial year ending 30 June 2014, and to
authorise the directors to fix their
remuneration
8 That pursuant to Section 161 of the Mgmt For For
Companies Act, Rule 806 of the listing
manual (the "Listing Manual") of the
Singapore Exchange Securities Trading
Limited ("SGX-ST") and Article 5 of the
Company's Articles of Association,
authority be and is hereby given to the
directors of the Company to: (a) (1) issue
shares in the capital of the Company
("Shares"), whether by way of rights, bonus
or otherwise, and including any
capitalisation pursuant to Article 137 of
the Company's Articles of Association of
any sum for the time being standing to the
credit of any of the Company's reserve
accounts or any sum standing to the credit
of the profit and loss account or otherwise
available for distribution; and/or (2) make
or grant offers, agreements or options that
might or would require Shares to be issued
(including but not limited CONTD
CONT CONTD to the creation and issue of (as well Non-Voting
as adjustments to) warrants, debentures or
other instruments convertible into Shares)
(collectively "Instruments"), at any time
and upon such terms and conditions and for
such purposes and to such persons as the
directors may in their absolute discretion
deem fit; and (b) (notwithstanding that the
authority so conferred by this Resolution
may have ceased to be in force) issue
Shares in pursuance of any Instrument made
or granted by the directors while the
authority was in force; provided that: (i)
the aggregate number of Shares to be issued
pursuant to this Resolution (including
Shares to be issued in pursuance of
Instruments made or granted pursuant to
this Resolution and any adjustment effected
under any relevant Instrument) shall not
exceed 50 per cent. of the total number
CONTD
CONT CONTD of issued Shares (excluding treasury Non-Voting
Shares) (as calculated in accordance with
sub-paragraph (ii) below), of which the
aggregate number of Shares to be issued
other than on a pro rata basis to
shareholders of the Company (including
Shares to be issued in pursuance of
Instruments made or granted pursuant to
this Resolution and any adjustment effected
under any relevant Instrument) shall not
exceed 20 per cent. of the total number of
issued Shares (excluding treasury
Shares)(as calculated in accordance with
sub-paragraph (ii) below); (ii) (subject to
such manner of calculation as may be
prescribed by the SGX-ST) for the purpose
of determining the aggregate number of
Shares that may be issued under
sub-paragraph (i) above, the percentage of
issued Shares shall be calculated based on
the total number of issued Shares CONTD
CONT CONTD (excluding treasury Shares) at the Non-Voting
time this Resolution is passed, after
adjusting for: (I) new Shares arising from
the conversion or exercise of convertible
securities or share options or vesting of
share awards which are outstanding or
subsisting as at the time this Resolution
is passed; and (II) any subsequent bonus
issue, consolidation or sub-division of
Shares; (iii) in exercising the authority
conferred by this Resolution, the Company
shall comply with the provisions of the
Companies Act, the Listing Manual of the
SGX-ST for the time being in force (unless
such compliance has been waived by the
SGX-ST) and the Articles of Association for
the time being of the Company; and (v)
(unless revoked or varied by the Company in
general meeting) the authority conferred by
this Resolution shall continue in force
until CONTD
CONT CONTD the conclusion of the next Annual Non-Voting
General Meeting of the Company or the date
by which the next Annual General Meeting of
the Company is required by law to be held,
whichever is the earlier
9 That: (a) approval be and is hereby given, Mgmt For For
for the purposes of Chapter 9 of the
Listing Manual of the SGX-ST ("Chapter 9"),
for the Company, its subsidiaries and
associated companies that are entities at
risk (as that term is used in Chapter 9),
or any of them, to enter into any of the
transactions falling within the types of
Interested Person Transactions described in
Appendix 1 to this Notice of Annual General
Meeting ("Appendix 1"), with any person who
falls within the classes of Interested
Persons described in Appendix 1, provided
that such transactions are made on arm's
length basis and on normal commercial terms
and in accordance with the review
procedures for Interested Person
Transactions as set out in Appendix 1 (the
"Shareholders' Mandate"); (b) the
Shareholders' Mandate shall, unless revoked
or varied by the CONTD
CONT CONTD Company in general meeting, continue Non-Voting
in force until the conclusion of the next
Annual General Meeting of the Company or
the date by which the next Annual General
Meeting of the Company is required by law
to be held, whichever is the earlier; (c)
the Audit Committee of the Company be and
is hereby authorised to take such action as
it deems proper in respect of such
procedures and/or to modify or implement
such procedures as may be necessary to take
into consideration any amendment to Chapter
9 which may be prescribed by the SGX-ST
from time to time; and (d) the directors of
the Company and/or any of them be and are
hereby authorised to complete and do all
such acts and things (including, without
limitation, executing all such documents as
may be required) as they and/or he may
consider expedient or necessary or in CONTD
CONT CONTD the interests of the Company to give Non-Voting
effect to the Shareholders' Mandate and/or
this Resolution
10 That: (a) for the purposes of the Companies Mgmt For For
Act, the exercise by the directors of the
Company of all the powers of the Company to
purchase or otherwise acquire Shares not
exceeding in aggregate the Maximum Limit
(as hereafter defined), at such price(s) as
may be determined by the directors of the
Company from time to time up to the Maximum
Price (as hereafter defined), whether by
way of: (1) market purchase(s) on the
SGX-ST (each a "Market Purchase"); and/or
(2) off-market purchase(s) in accordance
with any equal access scheme(s) as may be
determined or formulated by the directors
of the Company as they consider fit, which
scheme(s) shall satisfy all the conditions
prescribed by the Companies Act (each an
"Off-Market Purchase"); and otherwise in
accordance with all other laws and
regulations, including but not limited to,
CONTD
CONT CONTD the provisions of the Companies Act Non-Voting
and listing rules of the SGX-ST as may for
the time being be applicable, be and is
hereby authorised and approved generally
and unconditionally (the "Share Buy-Back
Mandate"); (b) unless varied or revoked by
the members of the Company in a general
meeting, the authority conferred on the
directors of the Company pursuant to the
Share Buy-Back Mandate may be exercised by
the directors at any time and from time to
time during the period commencing from the
date of the passing of this Resolution and
expiring on the earliest of: (1) the date
on which the next Annual General Meeting of
the Company is held; (2) the date by which
the next Annual General Meeting of the
Company is required by law to be held; or
(3) the date on which the purchases or
acquisitions of Shares by the Company CONTD
CONT CONTD pursuant to the Share Buy-Back Non-Voting
Mandate are carried out to the full extent
mandated; (c) in this Resolution: "Average
Closing Price" means the average of the
closing market prices of a Share over the
last five (5) consecutive Market Days (a
"Market Day" being a day on which the
SGX-ST is open for trading in securities),
on which Shares are transacted on the
SGX-ST: (1) in the case of Market
Purchases, immediately preceding the date
of Market Purchase by the Company; or (2)
in the case of Off-Market Purchases,
immediately preceding the date on which the
Company makes an announcement of its
intention to make an offer for the purchase
or acquisition of Shares from holders of
Shares, stating therein the purchase price
(which shall not be more than the Maximum
Price) for each Share and the relevant
terms of the equal CONTD
CONT CONTD access scheme for effecting the Non-Voting
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; "Maximum Limit" means that
number of issued Shares representing 10 per
cent. of the total number of issued Shares
as at the date of the last Annual General
Meeting or at the date of the passing of
this Resolution whichever is higher unless
the Company has effected a reduction of the
share capital of the Company in accordance
with the applicable provisions of the
Companies Act, at any time during the
Relevant Period (as hereafter defined), in
which event the total number of issued
Shares shall be taken to be the total
number of issued Shares as altered
(excluding any treasury Shares that may be
held by the Company CONTD
CONT CONTD from time to time); "Maximum Price", Non-Voting
in relation to a Share to be purchased or
acquired, means the purchase price
(excluding brokerage, stamp duties,
commission, applicable goods and services
tax and other related expenses) which is:
(1) in the case of a Market Purchase, 105
per cent. of the Average Closing Price of
the Shares; and (2) in the case of an
Off-Market Purchase pursuant to an equal
access scheme, 120 per cent. of the Average
Closing Price of the Shares; "Relevant
Period" means the period commencing from
the date on which the last Annual General
Meeting of the Company was held and
expiring on the date the next Annual
General Meeting of the Company is held or
is required by law to be held, whichever is
the earlier after the date of this
Resolution; and (d) the directors of the
Company and/or any of them CONTD
CONT CONTD be and are hereby authorised to Non-Voting
complete and do all such acts and things
(including without limitation, executing
such documents as may be required) as they
and/or he may consider necessary,
expedient, incidental or in the interests
of the Company to give effect to the
transactions contemplated and/or authorised
by this Resolution
--------------------------------------------------------------------------------------------------------------------------
LIXIL GROUP CORPORATION Agenda Number: 705343616
--------------------------------------------------------------------------------------------------------------------------
Security: J3893W103
Meeting Type: AGM
Meeting Date: 20-Jun-2014
Ticker:
ISIN: JP3626800001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Mgmt For For
1.2 Appoint a Director Mgmt For For
1.3 Appoint a Director Mgmt For For
1.4 Appoint a Director Mgmt For For
1.5 Appoint a Director Mgmt For For
1.6 Appoint a Director Mgmt For For
1.7 Appoint a Director Mgmt For For
1.8 Appoint a Director Mgmt For For
1.9 Appoint a Director Mgmt For For
1.10 Appoint a Director Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
MAIRE TECNIMONT S.P.A., ROMA Agenda Number: 705092360
--------------------------------------------------------------------------------------------------------------------------
Security: T6388T112
Meeting Type: MIX
Meeting Date: 30-Apr-2014
Ticker:
ISIN: IT0004931058
--------------------------------------------------------------------------------------------------------------------------
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 02 MAY 2014 AT 10:30. CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
O.1 BALANCE SHEET AS OF 31 DECEMBER 2013, Mgmt For For
CONSOLIDATED BALANCE SHEET AS OF 31
DECEMBER 2013, DIRECTORS', INTERNAL AND
EXTERNAL AUDITORS' REPORTS
O.2 REWARDING REPORT, RESOLUTIONS RELATED Mgmt For For
THERETO
O.3 TO INTEGRATE INTERNAL AUDITORS Mgmt For For
E.1 AUTHORIZATION TO CONVERT, AS PER ART. Mgmt For For
2420-BIS, ITEM 1, OF THE ITALIAN CIVIL
CODE, THE BOND 'EQUITY LINKED' ISSUED BY
THE COMPANY AND DENOMINATED 'EUR 80 MILLION
5.75 PER CENT. UNSECURED EQUITY-LINKED
BONDS DUE 2019' AND RELATED STOCK CAPITAL
INCREASE, IN ONE OR MORE INSTALMENTS, TO
SUPPORT THE CONVERSION, WITHOUT OPTION
RIGHT AS PER ART. 2441, ITEM 5, OF THE
ITALIAN CIVIL CODE, FOR A MAXIMUM AMOUNT OF
EUR 80,000,000.00 (SHARE PREMIUM INCLUDED).
RESOLUTIONS RELATED THERETO
--------------------------------------------------------------------------------------------------------------------------
PRIME OFFICE AG, KOELN Agenda Number: 705141529
--------------------------------------------------------------------------------------------------------------------------
Security: D6188Q117
Meeting Type: AGM
Meeting Date: 20-May-2014
Ticker:
ISIN: DE000PRME020
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 29 APR 2014, WHEREAS THE
MEETING HAS BEEN SETUP USING THE ACTUAL
RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05 Non-Voting
MAY 2014. 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. RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL 2013
2. APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL 2013
3. APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL 2013
4. RATIFY ERNST YOUNG GMBH AS AUDITORS FOR Mgmt For For
FISCAL 2014
5. CHANGE COMPANY NAME TO DO DEUTSCHE OFFICE Mgmt For For
AG
6. APPROVE CREATION OF EUR 90.3 MILLION POOL Mgmt For For
OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
7. ELECT CALEB KRAMER TO THE SUPERVISORY BOARD Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
PROMOTORA DE INFORMACIONES S.A. Agenda Number: 933903797
--------------------------------------------------------------------------------------------------------------------------
Security: 74343G204
Meeting Type: Special
Meeting Date: 09-Dec-2013
Ticker: PRIS
ISIN: US74343G2049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ISSUE OF WARRANTS TO CERTAIN OF THE Mgmt For
COMPANY'S CREDITORS GIVING THEM THE RIGHT
TO SUBSCRIBE FOR NEW CLASS A ORDINARY
SHARES OF PROMOTORA DE INFORMACIONES, S.A.
EXCLUSIVELY BY WAY OF THE SET-OFF OF
RECEIVABLES, CONSEQUENTLY, WITHOUT
PRE-EMPTION RIGHTS. DELEGATION OF EXECUTION
AND SPECIFICATION, WHERE NOT ...(DUE TO
SPACE LIMITS, SEE PROXY STATEMENT FOR FULL
PROPOSAL)
2 FIXING THE NUMBER OF DIRECTORS Mgmt For
3 DELEGATION OF POWERS Mgmt For
--------------------------------------------------------------------------------------------------------------------------
PROMOTORA DE INFORMACIONES SA, MADRID Agenda Number: 704841255
--------------------------------------------------------------------------------------------------------------------------
Security: E82880118
Meeting Type: EGM
Meeting Date: 09-Dec-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 10 DEC 2013. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 Issue warrants in favour of certain Mgmt For For
creditors of the Company, giving rights to
subscribe new Class A shares of Promotora
de Informaciones, S.A., exclusively through
credit compensations, and therefore without
preferential subscription rights,
delegating powers to the Board for the
execution of the agreement and
determination of any conditions thereof
that are not set by the General Meeting.
Approve the capital increase for the amount
which may be necessary to exercise the
rights attached to the warrants, through
credit compensations, delegating powers to
the Board to execute the capital increase,
all at once or in stages
2 Set the number of Directors Mgmt For For
3 Delegation of powers Mgmt For For
CMMT 4 DEC 13: PLEASE NOTE THAT SHAREHOLDERS MAY Non-Voting
ONLY ATTEND IN THE SHAREHOLDERS MEETING IF
THEY HOLD VOTING RIGHTS OF A MINIMUM OF 60
SHARES.
CMMT 4 DEC 13: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF 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.
--------------------------------------------------------------------------------------------------------------------------
PROMOTORA DE INFORMACIONES SA, MADRID Agenda Number: 705119231
--------------------------------------------------------------------------------------------------------------------------
Security: E82880118
Meeting Type: OGM
Meeting Date: 27-Apr-2014
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 28 APR 2014. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 REVIEW AND APPROVE, AS THE CASE MAY BE, THE Mgmt For For
ANNUAL ACCOUNTS, INCLUDING THE BALANCE
SHEET, PROFIT AND LOSS ACCOUNT, REVENUES
AND EXPENSES REPORT, STATEMENT OF CHANGES
IN NET WORTH, CASH FLOW STATEMENT AND NOTES
TO THE ACCOUNTS, AS WELL AS THE MANAGEMENT
REPORT OF THE COMPANY AND ITS CONSOLIDATED
GROUP. PROPOSED APPLICATION OF PROFITS. ALL
OF THE FOREGOING WITH REFERENCE TO THE
FISCAL YEAR 2013
2 APPROVE THE BOARD MANAGEMENT DURING THE Mgmt For For
FISCAL YEAR 2013
3 ADOPT ANY RELEVANT RESOLUTIONS REGARDING Mgmt For For
THE AUDITORS OF THE COMPANY AND ITS
CONSOLIDATED GROUP FOR THE FISCAL YEAR
2014, UNDER THE PROVISIONS OF SECTION 42 OF
THE COMMERCIAL CODE AND SECTION 264 OF THE
CAPITAL COMPANIES ACT
4.1 RATIFY THE APPOINTMENT BY COOPTION OF DON Mgmt For For
CLAUDIO BOADA PALLERES
4.2 RATIFY THE APPOINTMENT BY COOPTION OF DON Mgmt For For
ROBERTO LAZARO ALCANTARA ROJAS
4.3 RATIFY THE APPOINTMENT BY COOPTION OF DON Mgmt For For
JOHN PATON
5 AMEND ARTICLE 19 OF THE ARTICLES OF Mgmt For For
ASSOCIATION, ABOUT THE DIRECTORS
REMUNERATION
6 DISTRIBUTION OF THE MINIMUM ANNUAL DIVIDEND Mgmt For For
FOR CLASS B SHARES CORRESPONDING TO THE
YEAR 2013 AND THE PORTION OF THE DIVIDEND
CORRESPONDING TO 2014 UNTIL THE MANDATORY
CONVERSION OF CLASS B SHARES INTO CLASS A
SHARES. APPROVE A CAPITAL INCREASE AGAINST
THE SHARE PREMIUM RESERVE ACCOUNT OF CLASS
B SHARES IN ORDER TO PAY THE MINIMUM
DIVIDEND OF CLASS B SHARES WITH CLASS A
SHARES, CORRESPONDING TO THE FISCAL YEAR
2013, AND THE PORTION OF THE DIVIDEND
CORRESPONDING TO 2014 UNTIL THE MANDATORY
CONVERSION OF CLASS B SHARES IN TO CLASS A
SHARES. REQUEST QUOTATION OF THE ORDINARY
CLASS A SHARES RESULTING FROM THE ABOVE
CAPITAL INCREASES IN THE STOCK EXCHANGES OF
MADRID, BARCELONA, BILBAO AND VALENCIA.
DELEGATE POWERS TO THE BOARD TO EXECUTE THE
CAPITAL INCREASE REFERRED ABOVE
7 GRANT TO THE BOARD OF DIRECTORS THE Mgmt For For
AUTHORITY TO REQUEST QUOTATION OF ALL OR
PART OF THE COMPANY SHARES AND SIMILAR
SECURITIES IN ANY FOREIGN MARKETS THAT THE
BOARD MAY THINK FIT, AS WELL AS EXCLUSION
OF THE SAME IN ANY RELEVANT MARKETS.
DELEGATE POWERS TO THE BOARD FOR THE
EXECUTION AND IMPLEMENTATION OF THIS
AGREEMENT
8 APPROVE THE ASSIGNMENT OF COMPANY SHARES TO Mgmt For For
DIRECTORS AND EXECUTIVES AS PART OF THEIR
REMUNERATION
9 APPROVE THE LONG TERM INCENTIVE PLAN OF THE Mgmt For For
COMPANY
10 REMUNERATION REPORT, TO BE VOTED ON FOR Mgmt For For
CONSULTATIVE PURPOSES
11 DELEGATION OF POWERS Mgmt For For
CMMT 14 APR 2014: SHAREHOLDERS HOLDING LESS THAN Non-Voting
60 SHARES (MINIMUM AMOUNT TO ATTEND THE
MEETING) MAY GRANT A PROXY TO ANOTHER
SHAREHOLDER ENTITLED TO LEGAL ASSISTANCE OR
GROUP THEM TO REACH AT LEAST THAT NUMBER,
GIVING REPRESENTATION TO A SHAREHOLDER OF
THE GROUPED OR OTHER PERSONAL SHAREHOLDER
ENTITLED TO ATTEND THE MEETING.
CMMT 14 APR 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF 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.
--------------------------------------------------------------------------------------------------------------------------
PULSE SEISMIC INC Agenda Number: 705232712
--------------------------------------------------------------------------------------------------------------------------
Security: 74586Q109
Meeting Type: AGM
Meeting Date: 21-May-2014
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 AND 4" 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: KAREN EL-TAWIL Mgmt For For
2.4 ELECTION OF DIRECTOR: BRENT GALE Mgmt For For
2.5 ELECTION OF DIRECTOR: ROBERT ROBOTTI 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 ACCEPT ON AN ADVISORY BASIS THE Mgmt For For
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION
5 ON AMENDMENTS OR VARIATIONS TO MATTERS Mgmt For Against
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
--------------------------------------------------------------------------------------------------------------------------
RETAIL HOLDINGS NV Agenda Number: 933870885
--------------------------------------------------------------------------------------------------------------------------
Security: N74108106
Meeting Type: Annual
Meeting Date: 27-Sep-2013
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, 2012, AS DESCRIBED IN THE
PROXY STATEMENT ACCOMPANYING THIS NOTICE
2.1 ELECTION OF DIRECTOR: STEPHEN H. GOODMAN Mgmt For For
2.2 ELECTION OF DIRECTOR: ANTONIO COSTA Mgmt For For
2.3 ELECTION OF DIRECTOR: ALEX JOHNSTON Mgmt For For
2.4 ELECTION OF DIRECTOR: STEWART M. KASEN Mgmt For For
3. TO CONFIRM AND ACCEPT RECOMMENDATION OF Mgmt For For
BOARD OF DIRECTORS OF THE COMPANY TO REPAY
AN AMOUNT FROM THE ACCOUNT PAID IN SURPLUS
OF $1.00 PER COMMON SHARE OF THE COMPANY TO
SHAREHOLDERS OF RECORD ON SEPTEMBER 27,
2013 AND NOT TO MAKE ANY OTHER DISTRIBUTION
TO SHAREHOLDERS, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT
--------------------------------------------------------------------------------------------------------------------------
SEVAN DRILLING ASA, ARENDAL Agenda Number: 704632086
--------------------------------------------------------------------------------------------------------------------------
Security: R7766H102
Meeting Type: EGM
Meeting Date: 23-Jul-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 Election of Erling Lind as the meeting Mgmt Abstain Against
chairman and a person to co-sign the
minutes
3 Approval of the notice and the agenda Mgmt Abstain Against
4 Appointment of board members Mgmt Abstain Against
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF NAME IN RESOLUTION 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.
--------------------------------------------------------------------------------------------------------------------------
SEVAN DRILLING ASA, ARENDAL Agenda Number: 705345331
--------------------------------------------------------------------------------------------------------------------------
Security: R7766H102
Meeting Type: AGM
Meeting Date: 19-Jun-2014
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 Non-Voting
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 THE NOTICE AND THE AGENDA ARE APPROVED Mgmt For For
4 THE BOARD OF DIRECTORS' ANNUAL REPORT FOR Mgmt For For
2013 AND THE COMPANY'S FINANCIAL STATEMENTS
FOR 2013, WITH RELATED STATEMENTS, ARE
APPROVED BY THE GENERAL MEETING
5 THE GENERAL MEETING APPROVES THE AUDITOR'S Mgmt For For
FEES FOR 2013
6 IN ACCORDANCE WITH THE ARTICLES OF Mgmt For For
ASSOCIATION, THE NOMINATION COMMITTEE HAS
PRESENTED A PROPOSAL FOR REMUNERATION OF
THE MEMBERS OF THE BOARD FOR THE PERIOD
FROM THE ANNUAL GENERAL MEETING AND UP TO
THE ANNUAL GENERAL MEETING IN 2015 (ON AN
ANNUAL BASIS, PAID OUT TO EACH DIRECTOR PRO
RATA ACCORDING TO TIME SERVED)AS FOLLOWS:
CHAIRMAN: NOK 500,000 OTHER DIRECTORS: NOK
350,000 THE BOARD REMUNERATION INCLUDES
REMUNERATION FOR AUDIT AND REMUNERATION
COMMITTEE WORK
7 IN ACCORDANCE WITH THE COMPANY'S ARTICLES Mgmt For For
OF ASSOCIATION, THE NOMINATION COMMITTEE
HAS FURTHER PROPOSED THAT THE GENERAL
MEETING APPROVES THE REMUNERATION FOR THE
COMMITTEE MEMBERS FOR THE PERIOD FROM THE
ANNUAL GENERAL MEETING AND UP TO THE ANNUAL
GENERAL MEETING IN 2015 AS FOLLOWS:
CHAIRMAN: NOK 10,000 OTHER MEMBERS: NOK
10,000
8 THE BOARD STATEMENT PURSUANT TO SECTION Mgmt For For
6-16A OF THE PUBLIC COMPANIES ACT IS
ACKNOWLEDGED AND APPROVED
9 BENEDICTE SCHILBRED FASMER HAS INFORMED Mgmt For For
THAT SHE WILL RESIGN FROM THE BOARD IN
CONNECTION WITH THE ANNUAL GENERAL MEETING
THE NOMINATION COMMITTEE WILL PRIOR TO THE
GENERAL MEETING PRESENT A PROPOSAL FOR A
NEW BOARD MEMBER. NO OTHER BOARD MEMBERS
ARE UP FOR ELECTION THIS YEAR
10 APPOINTMENT OF MEMBERS TO THE NOMINATION Mgmt For For
COMMITTEE: HARALD THORSTEIN, CHAIRPERSON;
JARLE SJO, MEMBER; GEIR TJETLAND, MEMBER
11 THE CHAIRMAN WILL PROVIDE A BRIEFING ON THE Mgmt For For
COMPANY'S PLANNING OF A POSSIBLE MIGRATION
TO BERMUDA
12 BOARD AUTHORIZATION TO ISSUE NEW SHARES Mgmt For For
RELATING TO EMPLOYEE INCENTIVE SCHEMES(AS
SPECIFIED)
13 BOARD AUTHORIZATION TO ISSUE NEW SHARES (AS Mgmt For For
SPECIFIED)
--------------------------------------------------------------------------------------------------------------------------
SKY DEUTSCHLAND AG, MUENCHEN Agenda Number: 704997153
--------------------------------------------------------------------------------------------------------------------------
Security: D6997G102
Meeting Type: AGM
Meeting Date: 10-Apr-2014
Ticker:
ISIN: DE000SKYD000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2012, any
shareholder who holds an aggregate total of
3 percent 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 with the
respective sub custodian. If you require
further information whether or not such BO
registration will be conducted for your
custodians accounts, please contact your
CSR.
The sub custodians have advised that voted Non-Voting
shares are not blocked for trading purposes
i.e. they are only unavailable for
settlement. Registered shares will be
deregistered at the deregistration date by
the sub custodians. 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.
Please contact your CSR for further
information.
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 26 Non-Voting
MAR 2014. 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. Receive financial statements and statutory Non-Voting
reports for fiscal 2013
2. Approve discharge of management board for Mgmt For For
fiscal 2013
3. Approve discharge of supervisory board for Mgmt For For
fiscal 2013
4. Ratify KPMG AG as auditors for fiscal 2014 Mgmt For For
5.1 Elect Stefan Jentzsch to the supervisory Mgmt For For
board
5.2 Elect Mark Kaner to the supervisory board Mgmt For For
5.3 Elect James Murdoch to the supervisory Mgmt For For
board
5.4 Elect Harald Roesch to the supervisory Mgmt For For
board
5.5 Elect Markus Tellenbach to the supervisory Mgmt For For
board
6. Change fiscal year end to June 30 Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SONY CORPORATION Agenda Number: 705342981
--------------------------------------------------------------------------------------------------------------------------
Security: J76379106
Meeting Type: AGM
Meeting Date: 19-Jun-2014
Ticker:
ISIN: JP3435000009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Mgmt For For
1.2 Appoint a Director Mgmt For For
1.3 Appoint a Director Mgmt For For
1.4 Appoint a Director Mgmt For For
1.5 Appoint a Director Mgmt For For
1.6 Appoint a Director Mgmt For For
1.7 Appoint a Director Mgmt For For
1.8 Appoint a Director Mgmt For For
1.9 Appoint a Director Mgmt For For
1.10 Appoint a Director Mgmt For For
1.11 Appoint a Director Mgmt For For
1.12 Appoint a Director Mgmt For For
2 Approve Issuance of Share Acquisition Mgmt For For
Rights as Stock Options for Directors,
Executive Officers and Employees of the
Company and the Company's Subsidiaries
--------------------------------------------------------------------------------------------------------------------------
THYSSENKRUPP AG, DUISBURG/ESSEN Agenda Number: 704888936
--------------------------------------------------------------------------------------------------------------------------
Security: D8398Q119
Meeting Type: AGM
Meeting Date: 17-Jan-2014
Ticker:
ISIN: DE0007500001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 27 DEC 2013, WHEREAS THE
MEETING HAS BEEN SETUP USING THE ACTUAL
RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 02 Non-Voting
JAN 2014. 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 financial Non-Voting
statements of ThyssenKrupp AG and the
consolidated financial statements for the
year ended September 30, 2013, the combined
management report on ThyssenKrupp AG and
the Group for the 2012/2013 fiscal year,
the report by the Supervisory Board and the
explanatory report by the Executive Board
on the information pursuant to section 289
(4), section 315 (4) German Commercial Code
(HGB)
2. Resolution on the disposition of Mgmt For For
unappropriated net income: Transfer to
other retained earnings: EUR 366,492,199.50
3.1 Resolution on the ratification of the acts Mgmt For For
of the member of the Executive Board: Dr.
Hiesinger
3.2 Resolution on the ratification of the acts Mgmt For For
of the member of the Executive Board: Dr.
Berlien (to 31.12.2012)
3.3 Resolution on the ratification of the acts Mgmt For For
of the member of the Executive Board: Mr.
Burkhard (since 01.02.2013)
3.4 Resolution on the ratification of the acts Mgmt For For
of the member of the Executive Board: Dr.
Claassen (to 31.12.2012)
3.5 Resolution on the ratification of the acts Mgmt For For
of the member of the Executive Board: Mr.
Eichler (to 31.12.2012)
3.6 Resolution on the ratification of the acts Mgmt For For
of the member of the Executive Board: Mr.
Kerkhoff
3.7 Resolution on the ratification of the acts Mgmt For For
of the member of the Executive Board: Mr.
Labonte (to 31.03.2013)
4.1 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Dr.
Cromme (to 31.03.2013)
4.2 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board:
Prof. Dr. Lehner (Pre. since 01.04.2013)
4.3 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Eichler
4.4 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Dreher
4.5 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Grolms
4.6 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board:
Mrs. Herberger
4.7 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Kalwa (to 28.12.2012)
4.8 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board:
Prof. Dr. Keitel
4.9 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Kiel
4.10 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Dr.
Maassen
4.11 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Dr.
Nentwig (since 01.01.2013)
4.12 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board:
Prof. Dr. Pellens
4.13 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Remmler
4.14 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Dr.
V. Schenck (to 19.04.2013)
4.15 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board:
Mrs. V. Schmettow
4.16 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Segerath
4.17 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Spohr (since 19.04.2013)
4.18 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Steinbrueck (to 31.12.2012)
4.19 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Dr.
Steinebach (since 19.04.2013)
4.20 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Streiff
4.21 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Thumann
4.22 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Weber (since 15.01.2013)
4.23 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board:
Prof. Dr. Weder di Mauro
4.24 Resolution on the ratification of the acts Mgmt For For
of the member of the Supervisory Board: Mr.
Wiercimok
5. Resolution on the election of a Supervisory Mgmt For For
Board member: Mr. Rene Obermann
6. Resolution on the election of the auditor: Mgmt For For
PricewaterhouseCoopers Aktiengesellschaft,
Wirtschaftsprufungsgesellschaft, Essen
7. Resolution on the amendment of Supervisory Mgmt For For
Board compensation and corresponding
rewording of section 14 of the Articles of
Association
8. Resolution on the cancelation of the Mgmt For For
authorized capital pursuant to section 5
(5) of the Articles of Association and the
creation of new authorized capital with the
option of excluding subscription rights,
and corresponding amendment of the Articles
of Association
9. Authorization to issue warrant and Mgmt For For
convertible bonds and to exclude
subscription rights to these warrant or
convertible bonds and at the same time to
create conditional capital and amend the
Articles of Association
10. Resolution on approval for the conclusion Mgmt For For
of a domination and profit and loss
transfer agreement
11. Resolution on approval for the conclusion Mgmt For For
of nine amendment agreements to existing
domination and profit and loss transfer
agreements
--------------------------------------------------------------------------------------------------------------------------
UNIQA INSURANCE GROUP AG, WIEN Agenda Number: 705251041
--------------------------------------------------------------------------------------------------------------------------
Security: A90015131
Meeting Type: AGM
Meeting Date: 26-May-2014
Ticker:
ISIN: AT0000821103
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 PRESENTATION OF THE ADOPTED Non-Voting
NON-CONSOLIDATED FINANCIAL STATEMENTS AND
THE CONSOLIDATED FINANCIAL STATEMENTS OF
UNIQA INSURANCE GROUP AG FOR THE YEAR
ENDING 31 DECEMBER 2013, OF THE MANAGEMENT
REPORT, THE CORPORATE GOVERNANCE REPORT OF
THE MANAGEMENT BOARD, AND OF THE MANAGEMENT
BOARD'S PROPOSAL FOR THE ALLOCATION OF
PROFITS ALONG WITH THE SUPERVISORY BOARD'S
REPORT PURSUANT TO SECTION 96 STOCK
CORPORATION ACT (HEREINAFTER "AKTG") FOR
THE FISCAL YEAR 2013
2 RESOLUTION ON THE DISTRIBUTION OF NET Mgmt For For
PROFITS SHOWN IN THE COMPANY'S FINANCIAL
STATEMENTS FOR THE YEAR ENDING 31 DECEMBER
2013
3 RESOLUTION ON THE DISCHARGE OF THE MEMBERS Mgmt For For
OF THE COMPANY'S MANAGEMENT BOARD AND THE
SUPERVISORY BOARD FOR THE FISCAL YEAR 2013
4 RESOLUTION ON DAILY ALLOWANCES AND Mgmt For For
REMUNERATIONS TO THE MEMBERS OF THE
SUPERVISORY BOARD
5 ELECTION OF THE AUDITOR OF THE Mgmt For For
NON-CONSOLIDATED AND CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2015
6.1 ELECT SUPERVISORY BOARD MEMBER: NADINE Mgmt For For
GATZERT
6.2 ELECT SUPERVISORY BOARD MEMBER: KORY Mgmt For For
SORENSON
6.3 ELECT SUPERVISORY BOARD MEMBER: MARKUS Mgmt For For
ANDREEWITCH
7 REVOCATION OF THE AUTHORIZATION TO INCREASE Mgmt For For
THE SHARE CAPITAL (AUTHORIZED CAPITAL)
GRANTED BY THE 14TH ORDINARY ANNUAL GENERAL
MEETING ON 27 MAY 2013 AND RESOLUTION ON
THE AUTHORIZATION OF THE MANAGEMENT BOARD
TO INCREASE UNTIL 30 JUNE 2019 INCLUSIVE
(A) THE SHARE CAPITAL ONCE OR SEVERAL TIMES
WITH THE CONSENT OF THE SUPERVISORY BOARD
BY A TOTAL OF NOT MORE THAN EUR 81,000,000
BY ISSUING UP TO 81,000,000 BEARER SHARE
UNITS OR REGISTERED SHARE UNITS WITH VOTING
RIGHTS AGAINST SETTLEMENT IN CASH OR
CONTRIBUTION IN KIND, (B) TO EXCLUDE THE
SHAREHOLDERS' SUBSCRIPTION RIGHTS WITH THE
CONSENT OF THE SUPERVISORY BOARD, IF THE
SHARE CAPITAL (B.A.) IS SO INCREASED TO
IMPLEMENT AN EMPLOYEE PARTICIPATION
PROGRAM, INCLUDING A PROGRAM FOR MEMBERS OF
THE MANAGEMENT BOARD AND/OR EXECUTIVES OR
EXCLUSIVELY FOR MEMBERS OF THE MANAGEMENT
CONTD
CONT CONTD BOARD AND/OR EXECUTIVES OR A STOCK Non-Voting
OPTION PLAN FOR EMPLOYEES, INCLUDING A PLAN
FOR MEMBERS OF THE MANAGEMENT BOARD AND/OR
EXECUTIVES OR EXCLUSIVELY FOR MEMBERS OF
THE MANAGEMENT BOARD AND/OR EXECUTIVES OF
THE COMPANY AND OF ITS AFFILIATES, OR
(B.B.) AGAINST CONTRIBUTION IN KIND,
INCLUDING, WITHOUT LIMITATION,
UNDERTAKINGS, BUSINESSES, PARTS OF
BUSINESSES OR SHARES IN ONE OR SEVERAL
COMPANIES IN AUSTRIA OR ABROAD, OR (B.C.)
TO IMPLEMENT A GREENSHOE OPTION OR (B.D.)
TO OFFSET FRACTIONAL AMOUNTS AND, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO
DETERMINE THE TYPE OF NEWLY ISSUED SHARES
(BEARER SHARES OR REGISTERED SHARES), THE
ISSUE PRICE AND THE OTHER TERMS OF ISSUE
(AUTHORIZED CAPITAL), AND TO ADOPT A
RESOLUTION ON AMENDING SECTION 4 (3) OF THE
COMPANY'S ARTICLES OF ASSOCIATION ACCORDING
TO THE RESOLUTION ON CONTD
CONT CONTD AUTHORIZED CAPITAL Non-Voting
8 AMENDMENT OF SECTION 7 (9) OF THE COMPANY'S Mgmt For For
ARTICLES OF ASSOCIATION AS FOLLOWS: MEMBERS
OF THE SUPERVISORY BOARD MAY BE PRESENT VIA
VIDEO CONFERENCE AT MEETINGS OF THE
SUPERVISORY BOARD AND MAY EXERCISE THEIR
VOTING RIGHTS VIA THAT VIDEO CONFERENCE
CMMT 06 MAY 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF SUPERVISORY
BOARD NAMES. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
UNIVERSAL ENTERTAINMENT CORPORATION Agenda Number: 705401773
--------------------------------------------------------------------------------------------------------------------------
Security: J94303104
Meeting Type: AGM
Meeting Date: 26-Jun-2014
Ticker:
ISIN: JP3126130008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Appoint a Director Mgmt For For
1.2 Appoint a Director Mgmt For For
1.3 Appoint a Director Mgmt For For
1.4 Appoint a Director Mgmt For For
1.5 Appoint a Director Mgmt For For
1.6 Appoint a Director Mgmt For For
2.1 Appoint a Corporate Auditor Mgmt For For
2.2 Appoint a Corporate Auditor Mgmt For For
2.3 Appoint a Corporate Auditor Mgmt For For
3 Approve Delegation of Authority to the Mgmt For For
Board of Directors to Determine Details of
Share Acquisition Rights Issued as Stock
Options for Employees
--------------------------------------------------------------------------------------------------------------------------
VIVENDI SA, PARIS Agenda Number: 705255405
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: MIX
Meeting Date: 24-Jun-2014
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 SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: 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 30 MAY 2014: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
014/0505/201405051401583.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
TO TEXT OF RESOLUTION O.7 AND RECEIPT OF
ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0530/201405301402624.pdf.IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN 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 2013
FINANCIAL YEAR
O.2 APPROVAL OF THE REPORTS AND CONSOLIDATED Mgmt For For
FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL
YEAR
O.3 APPROVAL OF THE SPECIAL REPORT OF THE Mgmt For For
STATUTORY AUDITORS ON THE REGULATED
AGREEMENTS AND COMMITMENTS
O.4 ALLOCATION OF INCOME FOR THE 2013 FINANCIAL Mgmt For For
YEAR, DISTRIBUTION OF THE DIVIDEND AT EUR 1
PER SHARE BY ALLOCATING SHARE PREMIUMS, AND
SETTING THE PAYMENT DATE
O.5 ADVISORY REVIEW ON THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. JEAN-FRANCOIS DUBOS, CHAIRMAN
OF THE EXECUTIVE BOARD FOR THE 2013
FINANCIAL YEAR
O.6 ADVISORY REVIEW ON THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. PHILIPPE CAPRON, EXECUTIVE
BOARD MEMBER (UNTIL DECEMBER 31ST, 2013)
FOR THE 2013 FINANCIAL YEAR
O.7 RENEWAL OF TERM OF MRS. ALIZA JABES AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.8 RENEWAL OF TERM OF MR. DANIEL CAMUS AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.9 APPOINTMENT OF MRS. KATIE JACOBS STANTON AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.10 APPOINTMENT OF MRS. VIRGINIE MORGON AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.11 APPOINTMENT OF MR. PHILIPPE BENACIN AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.12 AUTHORIZATION GRANTED TO THE EXECUTIVE Mgmt For For
BOARD TO ALLOW THE COMPANY TO PURCHASE ITS
OWN SHARES
E.13 AUTHORIZATION GRANTED TO THE EXECUTIVE Mgmt For For
BOARD TO REDUCE SHARE CAPITAL BY
CANCELLATION OF SHARES
E.14 AUTHORIZATION GRANTED TO THE EXECUTIVE Mgmt For For
BOARD TO CARRY OUT THE ALLOTMENT OF FREE
SHARES EXISTING OR TO BE ISSUED,
CONDITIONAL OR NOT, TO EMPLOYEES OF THE
COMPANY AND AFFILIATED COMPANIES AND
CORPORATE OFFICERS WITHOUT SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS IN CASE OF
ALLOTMENT OF NEW SHARES
E.15 DELEGATION GRANTED TO THE EXECUTIVE BOARD Mgmt For For
TO DECIDE TO INCREASE SHARE CAPITAL IN
FAVOR OF EMPLOYEES AND RETIRED EMPLOYEES
WHO ARE PARTICIPATING IN A GROUP SAVINGS
PLAN WITH CANCELLATION OF SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
E.16 DELEGATION GRANTED TO THE EXECUTIVE BOARD Mgmt For For
TO DECIDE TO INCREASE SHARE CAPITAL IN
FAVOR OF EMPLOYEES OF FOREIGN SUBSIDIARIES
OF VIVENDI WHO ARE PARTICIPATING IN A GROUP
SAVINGS PLAN AND TO IMPLEMENT ANY SIMILAR
PLAN WITH CANCELLATION OF SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
E.17 ESTABLISHING THE TERMS AND CONDITIONS FOR Mgmt For For
APPOINTING SUPERVISORY BOARD MEMBERS
REPRESENTING EMPLOYEES IN COMPLIANCE WITH
THE PROVISIONS OF ACT OF JUNE 14TH, 2013
RELATING TO EMPLOYMENT SECURITY AND
CONSEQUENTIAL AMENDMENT TO ARTICLE 8 OF THE
BYLAWS " SUPERVISORY BOARD MEMBERS ELECTED
BY EMPLOYEES
E.18 POWERS TO CARRY OUT ALL FORMALITIES Mgmt For For
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VOSSLOH AG, WERDOHL Agenda Number: 705129535
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Security: D9494V101
Meeting Type: AGM
Meeting Date: 28-May-2014
Ticker:
ISIN: DE0007667107
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 07 MAY 2014, WHEREAS THE
MEETING HAS BEEN SETUP USING THE ACTUAL
RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
13.05.2014. 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 FINANCIAL STATEMENTS Non-Voting
AND ABBREVIATED ANNUAL REPORT FOR THE 2013
FINANCIAL YEAR WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT AS WELL
AS THE REPORT BY THE BOARD OF MDS PURSUANT
TO SECTIONS 289(4) AND 315(4) OF THE GERMAN
COMMERCIAL CODE
2. RESOLUTION ON THE APPROPRIATION OF THE Mgmt For For
DISTRIBUTABLE PROFIT. THE DISTRIBUTABLE
PROFIT IN THE AMOUNT OF EUR 32,305,117.58
SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 0.50 PER NO-PAR SHARE
EUR 25,642,472.58 SHALL BE CARRIED FORWARD
EX-DIVIDEND DATE: MAY 29, 2014 PAYABLE
DATE: MAY 30, 2014
3. RATIFICATION OF THE ACTS OF THE BOARD OF Mgmt For For
MDS
4. RATIFICATION OF THE ACTS OF THE SUPERVISORY Mgmt For For
BOARD
5. APPOINTMENT OF AUDITORS. THE FOLLOWING Mgmt For For
ACCOUNTANTS SHALL BE APPOINTED AS A)
AUDITORS AND GROUP AUDITORS FOR THE 2014
FINANCIAL YEAR AND FOR THE B) REVIEW OF THE
INTERIM HALF-YEAR FINANCIAL STATEMENTS: BDO
AG, ESSEN
6.1 ELECTION TO THE SUPERVISORY BOARD: WOLFGANG Mgmt For For
SCHLOSSER
6.2 ELECTION TO THE SUPERVISORY BOARD: URSUS Mgmt For For
ZINSLI
7. RESOLUTION ON THE CREATION OF NEW Mgmt For For
AUTHORIZED CAPITAL AND THE CORRESPONDING
AMENDMENT TO THE ARTICLES OF ASSOCIATION
THE BOARD OF MDS SHALL BE AUTHORIZED, WITH
THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE COMPANY'S SHARE CAPITAL BY UP
TO EUR 7,500,000 THROUGH THE ISSUE OF
BEARER NO-PAR SHARES AGAINST PAYMENT IN
CASH AND/OR KIND, ON OR BEFORE MAY 27,
2019. THE BOARD OF MDS SHALL BE AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO EXCLUDE SHAREHOLDERS. SUBSCRIPTION
RIGHTS FOR RESIDUAL AMOUNTS, THE
SATISFACTION OF EXISTING OPTION AND/OR
CONVERSION RIGHTS, SHARES OF UP TO 10
PERCENT OF THE COMPANY'S SHARE CAPITAL
AGAINST PAYMENT IN CASH AT PRICES NOT
MATERIALLY BELOW THE MARKET PRICE OF THE
SHARES, AND FOR A CAPITAL INCREASE AGAINST
PAYMENT IN KIND
8. RESOLUTION ON THE ADJUSTMENT OF THE Mgmt For For
SUPERVISORY BOARD REMUNERATION, AND THE
CORRESPONDING AMENDMENT TO THE ARTICLES OF
ASSOCIATION THE ORDINARY MEMBERS OF THE
SUPERVISORY BOARD SHALL RECEIVE A FIXED
ANNUAL REMUNERATION OF EUR 40,000. THE
CHAIRMAN SHALL RECEIVE THREE TIMES, AND THE
DEPUTY CHAIRMAN ONE AND A HALF TIMES THE
AMOUNT
9. APPROVAL OF THE CONTROL AND PROFIT TRANSFER Mgmt For For
AGREEMENTS WITH THE COMPANY'S WHOLLY OWNED
SUBSIDIARIES A) VOSSLOH LOCOMOTIVES GMBH B)
VOSSLOH RAIL SERVICES GMBH C) VOSSLOH KLEPE
GMBH
10. APPROVAL OF THE REVISION OF THE EXISTING Mgmt For For
CONTROL AND PROFIT TRANSFER AGREEMENT WITH
THE COMPANY'S SUBSIDIARY VOSSLOH-WERKE GMBH
* 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 8/18/2014