UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CityplaceWashington, StateD.C. PostalCode20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-08560
GAMCO INTERNATIONAL GROWTH FUND, INC.
----------------------------------------------------
(Exact name of registrant as specified in charter)
One Corporate Center
RYE, NEW YORK 10580-1422
----------------------------------------------------
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
RYE, NEW YORK 10580-1422
----------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-422-3554
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Date of fiscal year end: DECEMBER 31
----------------
Date of reporting period: JULY 1, 2005 - JUNE 30, 2006
-------------------------------
Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5
(ss.ss. 239.24 and 274.5 of this chapter), to file reports with the
Commission, not later than August 31 of each year, containing the
registrant's proxy voting record for the most recent twelve-month
period ended June 30, pursuant to section 30 of the Investment Company
Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The
Commission may use the information provided on Form N-PX in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form
N-PX, and the Commission will make this information public. A
registrant is not required to respond to the collection of information
contained in Form N-PX unless the Form displays a currently valid
Office of Management and Budget ("OMB") control number. Please direct
comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to the Secretary,
Securities and Exchange Commission, addressStreet100 F Street, NE,
CityWashington, StateDC PostalCode20549. The OMB has reviewed this
collection of information under the clearance requirements of 44
U.S.C. ss. 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2005 TO JUNE 30, 2006
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IRELAND BK CRT Meeting Date: 07/06/2005
Issuer: G49374146 ISIN: IE0030606259
SEDOL: B01ZKW5, 3070732, 3060625
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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1. ADOPT THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YE 31 MAR 2005
2. DECLARE A DIVIDEND Management For *Management Position Unknown
3.1 ELECT MR. PAUL HARAN AS A DIRECTOR Management For *Management Position Unknown
3.2.A RE-ELECT MR. RICHARD BURROWS AS A DIRECTOR Management For *Management Position Unknown
3.2.B RE-ELECT MR. BRIAN GOGGIN AS A DIRECTOR Management For *Management Position Unknown
3.2.C RE-ELECT MR. DENIS O BRIEN AS A DIRECTOR Management For *Management Position Unknown
3.2.D RE-ELECT MR. JOHN O DONOVAN AS A DIRECTOR Management For *Management Position Unknown
3.2.E RE-ELECT MR. MARY REDMOND AS A DIRECTOR Management For *Management Position Unknown
4. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
S.5 AUTHORIZE THE BANK AND/OR ANY SUBSIDIARY AS Management For *Management Position Unknown
SUCH EXPRESSION IS DEFINED BY SECTION 155 OF
THE COMPANIES ACT, 1963 , TO MAKE MARKET PURCHASES
DEFINED BY SECTION 212 OF THE COMPANIES ACT,
1990 THE 1990 ACT OF UP TO A MAXIMUM NUMBER
95,732,060 UNITS OF ORDINARY STOCK, AT A MINIMUM
OF NOMINAL VALUE EUR 0.64 AND MINIMUM AND MAXIMUM
PRICES WHICH MAY BE PAID FOR ANY SUCH UNITS OF
ORDINARY STOCK SHALL BE DETERMINED IN ACCORDANCE
WITH BYE-LAW 39 OF THE BYE-LAWS OF THE BANK;
B) AUTHORIZE THE BANK AND/OR ANY SUBSIDIARY
AS SUCH EXPRESSION IS DEFINED BY SECTION 155
OF THE COMPANIES ACT, 1963 , TO MAKE MARKET PURCHASES
DEFINED BY SECTION 212 OF THE COMPANIES ACT,
1990 ACT OF UP TO A MAXIMUM OF 1,876,090 UNITS
OF NON-CUMULATIVE PREFERENCE STOCK OF EUR 1.27
EACH OF THE BANK THE STERLING PREFERENCE STOCK
AND UNITS OF NON-CUMULATIVE PREFERENCE STOCK
OF EUR 1.27 EACH OF THE BANK THE EURO PREFERENCE
STOCK AND THE MINIMUM AND MAXIMUM PRICES WHICH
MAY BE PAID FOR ANY SUCH UNITS OF STERLING PREFERENCE
STOCK SHALL BE DETERMINED IN ACCORDANCE WITH
BYE-LAW 39 OF THE BYE-LAWS OF THE BANK, THE MAXIMUM
NUMBER OF UNITS OF EURO PREFERENCE STOCK AUTHORIZED
TO BE ACQUIRED PURSUANT TO THE TERMS OF THIS
RESOLUTION SHALL, SUBJECT TO THE PROVISO HEREINAFTER
SET OUT, NOT EXCEED 3,026,598 UNITS, THE MINIMUM
AND MAXIMUM PRICES WHICH MAY BE PAID FOR ANY
SUCH UNITS OF EURO PREFERENCE STOCK SHALL BE
DETERMINED IN ACCORDANCE WITH BYE-LAW 39 OF THE
BYE-LAWS OF THE BANK, PROVIDED THAT THE NOMINAL
VALUE OF THE UNITS OF ORDINARY STOCK, STERLING
PREFERENCE STOCK AND EURO PREFERENCE STOCK ACQUIRED
PURSUANT TO THE TERMS OF THIS RESOLUTION SHALL
NOT EXCEED 10% OF THE NOMINAL VALUE OF THE ISSUED
CAPITAL STOCK OF THE BANK AT ANYTIME; AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF THE
ANNUAL GENERAL COURT OR 5 JAN 2007, ; THE BANK
OR ANY SUCH SUBSIDIARY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT FOR THE PURCHASE OF UNITS
OR ORDINARY STOCK, UNITS OF STERLING PREFERENCE
STOCK OR UNITS OF EURO PREFERENCE STOCK WHICH
WILL OR MAY BE WHOLLY OR PARTLY EXECUTED AFTER
SUCH EXPIRY
S.6 APPROVE, FOR THE PURPOSES OF SECTION 209 OF THE Management For *Management Position Unknown
COMPANIES ACT, 1990 THE 1990 ACT , THE RE-ISSUE
PRICE RANGE AT WHICH ANY UNITS OF TREASURY STOCK
FOR THE TIME BEING HELD BY THE BANK IN ACCORDANCE
WITH SECTION 209 OF THE 1990 ACT MAY BE RE-ISSUED
OFF-MARKET SHALL BE DETERMINED IN ACCORDANCE
WITH BYE-LAW 40 OF THE BYE-LAWS OF THE BANK;
AUTHORITY EXPIRES AT THE EARLIER OF CONCLUSION
OF ANNUAL GENERAL COURT OR 5 JAN 2007
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Voting *Management Position Unknown
S.7 AUTHORIZE THE DIRECTORS TO ISSUE, ALLOT, GRANT Management For *Management Position Unknown
OPTIONS OVER OR OTHERWISE DISPOSE OF ORDINARY
STOCK OF THE BANK FOR CASH ON A NON-PRE-EMPTIVE
BASIS INCLUDING THE ISSUE OF SECURITIES CONVERTIBLE
INTO ORDINARY STOCK OR TO AGREE TO DO ANY OF
THE FOREGOING ACTS, PROVIDED THAT THIS POWER
IS LIMITED TO: A) THE ISSUE, ALLOTMENT, GRANT
OF OPTIONS OVER OR OTHER DISPOSAL OF ORDINARY
STOCK B) UP TO A NOMINAL AMOUNT OF EUR 30.90
MILLION; AUTHORITY EXPIRES AT THE EARLIER OF
CONCLUSION OF ANNUAL GENERAL COURT OR 5 OCT 2006
; ANY ORDINARY STOCK WHICH MAY BE ISSUED PURSUANT
TO ANY EMPLOYEE STOCK ISSUE OR STOCK OPTION SCHEME
APPROVED BY A GENERAL COURT SHALL BE DISREGARDED
FOR THE PURPOSE OF BOTH THE MAXIMUM LIMIT AND
THE EXPIRY DATE SET AS ABOVE
S.8 AUTHORIZE THE DIRECTORS TO ISSUE, ALLOT, GRANT Management For *Management Position Unknown
OPTIONS OVER OR OTHERWISE DISPOSE OF ORDINARY
STOCK OF THE BANK FOR CASH ON A NON-PRE-EMPTIVE
BASIS INCLUDING THE ISSUE OF SECURITIES CONVERTIBLE
INTO ORDINARY STOCK OR TO AGREE TO DO ANY OF
THE FOREGOING ACTS, PROVIDED THAT THIS POWER
IS LIMITED TO: A) THE ISSUE, ALLOTMENT, GRANT
OF OPTIONS OVER OR OTHER DISPOSAL OF ORDINARY
STOCK B) UP TO A NOMINAL AMOUNT, OF THE LESSER
OF 15% OF THE ISSUED ORDINARY STOCK OR THE AUTHORIZED
BUT UNISSUED ORDINARY STOCK IN THE CAPITAL OF
THE BANK; AUTHORITY EXPIRES AT THE EARLIER OF
CONCLUSION OF ANNUAL GENERAL COURT OR 05 OCT
2006 ; ANY ORDINARY STOCK WHICH MAY BE ISSUED
PURSUANT TO ANY EMPLOYEE STOCK ISSUE OR STOCK
OPTION SCHEME APPROVED BY A GENERAL COURT SHALL
BE DISREGARDED FOR THE PURPOSE OF BOTH THE MAXIMUM
LIMIT AND THE EXPIRY DATE SET AS ABOVE
S.9 AMEND THE BYE-LAWS OF THE BANK AS FOLLOWS: A) Management For *Management Position Unknown
BY DELETING THE EXISTING BYE-LAW 3 AND INSERTING
OF THE NEW BYE-LAW IN ITS PLACE AS SPECIFIED;
B) BY DELETING IN EACH OF BYE-LAWS 4,5 AND 6
AT PARAGRAPH (B)(2)(C) AND INSERTING THE NEW
BYE-LAW AS SPECIFIED; C) BY INSERTING OF A NEW
BYE-LAW 7
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NEXT PLC, LEICESTER EGM MEETING DATE: 07/15/2005
ISSUER: G6500M106 ISIN: GB0032089863
SEDOL: B02SZZ1, 3208986
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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1. APPROVE THE NEXT RISK/REWARD INVESTMENT PLAN Management For *Management Position Unknown
(THE PLAN ) AS SPECIFIED AND AUTHORIZE THE
DIRECTORS TO IMPLEMENT THE PLAN AUTHORITY EXPIRES
AT THE COMPANY S AGM IN 2006
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PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 07/22/2005
ISSUER: 71654V ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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02 APPROVAL TO CHANGE ARTICLE 4 OF THE COMPANY S Management For For
BYLAWS IN LIGHT OF ITEM I, AS SET FORTH IN THE
COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.
01 APPROVAL OF THE 300% STOCK SPLIT OF COMPANY SHARES, Management For For
RESULTING IN THE DISTRIBUTION, AT NO COST, OF
3 (THREE) NEW SHARES OF THE SAME TYPE FOR 1 (ONE)
SHARE HELD ON AUGUST 31, 2005, AS SET FORTH IN
THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.
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VODAFONE GROUP PLC NEW AGM MEETING DATE: 07/26/2005
ISSUER: G93882101 ISIN: GB0007192106
SEDOL: 2615101, 5476190, 0719210
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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1. RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For *Management Position Unknown
STATEMENTS FOR THE YEAR ENDED 31 MAR 2005
2. RE-ELECT LORD MACLAURIN OF KNEBWORTH, DL, AS Management For *Management Position Unknown
A DIRECTOR OF THE COMPANY WHO RETIRES VOLUNTARILY
3. RE-ELECT MR. PAUL HAZEN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES IN ACCORDANCE WITH THE COMPANY
S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. ARUN SARIN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES IN ACCORDANCE WITH THE COMPANY
S ARTICLES OF ASSOCIATION
5. RE-ELECT SIR JULIAN HORN-SMITH AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES VOLUNTARILY
6. RE-ELECT MR. PETER BAMFORD AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES VOLUNTARILY
7. RE-ELECT MR. THOMAS GEITNER AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY, WHO RETIRES VOLUNTARILY
8. RE-ELECT DR. MICHAEL BOSKIN AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE
COMPANY S ARTICLES OF ASSOCIATION
9. RE-ELECT MR. LORD BROERS AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES VOLUNTARILY
10. RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES VOLUNTARILY
11. RE-ELECT MR. PENNY HUGHES AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES IN ACCORDANCE WITH THE COMPANY
S ARTICLES OF ASSOCIATION
12. RE-ELECT PROFESSOR JURGEN SCHREMPP AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES VOLUNTARILY
13. RE-ELECT MR. LUC VANDEVELDE AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY, WHO RETIRES VOLUNTARILY
14. ELECT SIR JOHN BOND AS A DIRECTOR OF THE COMPANY, Management For *Management Position Unknown
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S
ARTICLES OF ASSOCIATION
15. ELECT MR. ANDREW HALFORD AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
16. DECLARE A FINAL DIVIDEND RECOMMENDED BY THE DIRECTORS Management For *Management Position Unknown
OF 2.16P PER ORDINARY SHARE FOR THE YEAR ENDED
31 MAR 2005 PAYABLE ON THE ORDINARY SHARES OF
THE COMPANY TO ALL MEMBERS WHOSE NAMES APPEARED
ON THE REGISTER OF MEMBERS ON 03 JUN 2005 AND
THAT SUCH DIVIDEND BE PAID ON 05 AUG 2005
17. APPROVE THE REMUNERATION REPORT OF THE BOARD Management For *Management Position Unknown
FOR THE YEAR ENDED 31 MAR 2005
18. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
TO THE COMPANY UNTIL THE NEXT AGM
19. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
20. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For *Management Position Unknown
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES,
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985 TO: I) MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 50,000 IN TOTAL;
AND II) TO INCUR EU POLITICAL EXPENDITURE NOT
EXCEEDING GBP 50,000 IN TOTAL, DURING THE PERIOD
ENDING ON THE DATE OF THE COMPANY S AGM IN 2006;
FOR THE PURPOSES OF THIS RESOLUTION, THE EXPRESSIONS
DONATIONS , EU POLITICAL ORGANIZATIONS AND
EU POLITICAL EXPENDITURE HAVE THE MEANINGS
SET OUT IN PART XA OF THE COMPANIES ACT 1985
AS AMENDED BY THE POLITICAL PARTIES, ELECTIONS
AND REFERENDUMS ACT 2000
21. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management Against *Management Position Unknown
DIRECTORS BY ARTICLE 16.2 OF THE COMPANY S ARTICLES
OF ASSOCIATION FOR THIS PURPOSE: THE SECTION
80 AMOUNT BE USD 900,000,000; AND THE PRESCRIBED
PERIOD BE THE PERIOD ENDING ON THE DATE OF THE
AGM IN 2006 OR ON 26 OCT 2006, WHICHEVER IS THE
EARLIER
S.22 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For *Management Position Unknown
21, TO RENEW THE POWER CONFERRED ON THE DIRECTORS
BY ARTICLE 16.3 OF THE COMPANY S ARTICLES OF
ASSOCIATION FOR THE PRESCRIBED PERIOD SPECIFIED
IN RESOLUTION 21 AND FOR SUCH PERIOD THE SECTION
89 AMOUNT BE USD 320,000,000 WITH SUCH AMOUNT
INCLUDING THE SALE OF ORDINARY SHARES HELD IN
TREASURY
S.23 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES AS DEFINED IN SECTION 163 OF THAT
ACT OF ORDINARY SHARES OF USD 0.10 EACH IN THE
CAPITAL OF THE COMPANY PROVIDED THAT: THE MAXIMUM
AGGREGATE NUMBER OF ORDINARY SHARES WHICH MAY
BE PURCHASED IS 6,400,000,000; THE MINIMUM PRICE
WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS
USD 0.10; THE MAXIMUM PRICE EXCLUDING EXPENSES
WHICH MAY BE PAID FOR ANY ORDINARY SHARE IS
AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE
MIDDLE MARKET QUOTATION OF THE COMPANY S ORDINARY
SHARES AS DERIVED FROM THE OFFICIAL LIST OF THE
LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS
IMMEDIATELY PRECEDING THE DAY ON WHICH SUCH SHARE
IS CONTRACTED TO BE PURCHASED; AND THIS AUTHORITY
SHALL EXPIRE AT THE CONCLUSION OF THE AGM OF
THE COMPANY HELD IN 2006 OR ON 26 OCT 2006, WHICHEVER
IS THE EARLIER, UNLESS SUCH AUTHORITY IS RENEWED
PRIOR TO THAT TIME EXCEPT IN RELATION TO THE
PURCHASE OF ORDINARY SHARES THE CONTRACT FOR
WHICH WAS CONCLUDED BEFORE THE EXPIRY OF SUCH
AUTHORITY AND WHICH MIGHT BE EXECUTED WHOLLY
OR PARTLY AFTER SUCH EXPIRY
S.24 APPROVE THAT THE COMPANY S MEMORANDUM OF ASSOCIATION Management For *Management Position Unknown
BE AMENDED TO ADD THE FOLLOWING OBJECT 24: (24)
TO PROVIDE A DIRECTOR WITH FUNDS TO MEET REASONABLE
EXPENDITURE INCURRED OR TO BE INCURRED BY HIM
IN DEFENDING ANY CIVIL OR CRIMINAL PROCEEDINGS,
OR IN CONNECTION WITH ANY APPLICATION UNDER THOSE
PROVISIONS OF THE COMPANIES ACT 1985 REFERRED
TO IN SECTION 337A OF THAT ACT, AND TO DO ANYTHING
TO ENABLE A DIRECTOR TO AVOID INCURRING SUCH
REASONABLE EXPENDITURE, TO THE EXTENT PERMITTED
BY LAW. ; AND THE FOLLOWING ADDITIONAL BULLET
POINT BE ADDED TO ARTICLE 110.2 TO ALLOW DIRECTORS
TO VOTE ON THE ISSUE OF INDEMNIFICATION AND FUNDING
OF DIRECTORS DEFENCE COSTS: ANY PROPOSAL RELATING
TO: (I) THE GRANTING OF AN INDEMNITY TO DIRECTORS;
OR (II) THE FUNDING OF REASONABLE EXPENDITURE
BY ONE OR MORE DIRECTORS IN DEFENDING CIVIL OR
CRIMINAL PROCEEDINGS, OR IN CONNECTION WITH ANY
APPLICATION UNDER THE PROVISIONS OF THE COMPANIES
ACT 1985 REFERRED TO IN SECTION 337A(2) OF THAT
ACT; OR (III) THE DOING OF ANYTHING TO ENABLE
SUCH A DIRECTOR OR DIRECTORS TO AVOID INCURRING
SUCH EXPENDITURE, BY THE COMPANY OR ANY OF ITS
SUBSIDIARY UNDERTAKINGS. ; AND THAT ARTICLE 152.2
OF THE COMPANY S ARTICLES OF ASSOCIATION BE AMENDED
TO READ AS FOLLOWS: SO FAR AS THE COMPANIES
ACTS ALLOW, THE SECRETARY AND OTHER OFFICERS
OF THE COMPANY ARE EXEMPTED FROM ANY LIABILITY
TO THE COMPANY WHERE THAT LIABILITY WOULD BE
COVERED BY THE INDEMNITY IN ARTICLE 152.1. AND
THAT THE FOLLOWING ARTICLE 152.3 BE INSERTED
INTO THE COMPANY S ARTICLES OF ASSOCIATION;
SO FAR AS THE COMPANIES ACTS ALLOW, THE COMPANY
OR ANY OF ITS SUBSIDIARY UNDERTAKINGS MAY: (I)
PROVIDE A DIRECTOR WITH FUNDS TO MEET EXPENDITURE
INCURRED OR TO BE INCURRED BY HIM IN DEFENDING
ANY CIVIL OR CRIMINAL PROCEEDINGS, OR IN CONNECTION
WITH ANY APPLICATION UNDER THE PROVISIONS OF
THE COMPANIES ACT 1985 REFERRED TO IN SECTION
337A(2) OF THAT ACT; AND (II) MAY DO ANYTHING
TO ENABLE A DIRECTOR TO AVOID INCURRING SUCH
EXPENDITURE, BUT SO THAT THE TERMS SET OUT IN
SECTION 337A(4) OF THAT ACT SHALL APPLY TO ANY
SUCH PROVISION OF FUNDS OR OTHER THINGS DONE
25. APPROVE THE VODAFONE GLOBAL INCENTIVE PLAN THE Management For *Management Position Unknown
PLAN AND AUTHORIZE THE DIRECTORS TO TAKE ALL
ACTIONS THAT THEY CONSIDER NECESSARY OR DESIRABLE
TO IMPLEMENT AND ESTABLISH THE PLAN; AND TO IMPLEMENT
AND ESTABLISH FURTHER PLANS BASED ON THE PLAN
MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE
CONTROLS OR SECURITIES LAWS IN OVERSEAS TERRITORIES,
PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER
SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION
UNDER THE PLAN
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PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 08/30/2005
ISSUER: 71654V ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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04 APPROVAL OF THE SPINNING OFF FOLLOWED BY INCORPORATION Management For For
OF THE ASSETS OF THE DIVESTED PART OF THE COMPANY
ACCORDING TO THE PROCEDURE IN THE DOCUMENT TO
WHICH ITEM 1 ABOVE REFERS
03 APPROVAL OF THE VALUATION REPORT OF THE SPUN Management For For
OFF PORTION TO BE INCORPORATED BY PETROBRAS
02 RATIFICATION AND NOMINATION OF THE SPECIALIZED Management For For
COMPANY FOR APPRAISING THE ASSETS TO BE SPUN
OFF AND SUBSEQUENTLY INCORPORATED
01 APPROVAL OF THE PROTOCOL AND JUSTIFICATION OF Management For For
THE OPERATION FOR THE PARTIAL AND DISPROPORTIONAL
SPINNING OFF OF DOWNSTREAM PARTICIPACOES LTDA
AND THE INCORPORATION OF THE DIVESTED PORTION
BY PETROLEO BRASILEIRO S.A. - PETROBRAS , DATED
JULY 31, 2005
06 APPROVAL OF THE ELECTION OF JOSE SERGIO GABRIELLI Management For For
DE AZEVEDO, CHIEF EXECUTIVE OFFICER, AS A MEMBER
OF THE BOARD OF DIRECTORS OF THE COMPANY
05 AUTHORIZATION FOR THE EXECUTIVE BOARD TO PRACTICE Management For For
ALL NECESSARY ACTS FOR THE EXECUTION OF THE ABOVE
ITEMS
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COMPAGNIE FINANCIERE RICHEMONT AG AGM MEETING DATE: 09/15/2005
ISSUER: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: B0LBVC0, B02V8V7, B0ZC1S5, 7151116
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. ACCEPT THE FINANCIAL STATEMENTS AND THE STATUTORY Management For *Management Position Unknown
REPORTS
2. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management For *Management Position Unknown
OF CHF 0.04 PER A BEARER SHARE AND CHF 0.004
PER B BEARER SHARE
3. GRANT DISCHARGE TO THE BOARD AND THE SENIOR MANAGEMENT Management For *Management Position Unknown
4.1 RE-ELECT MR. JOHANN RUPERT AS A DIRECTOR Management For *Management Position Unknown
4.2 RE-ELECT MR. JEAN-PAUL AESCHIMANN AS A DIRECTOR Management For *Management Position Unknown
4.3 RE-ELECT MR. FRANCO COLOGNI AS A DIRECTOR Management For *Management Position Unknown
4.4 RE-ELECT MR. LEO DESCHUYTENEER AS A DIRECTOR Management For *Management Position Unknown
4.5 RE-ELECT LORD DOURO AS A DIRECTOR Management For *Management Position Unknown
4.6 RE-ELECT MR. YVES-ANDRE ISTEL AS A DIRECTOR Management For *Management Position Unknown
4.7 RE-ELECT MR. RICHARD LEPEU AS A DIRECTOR Management For *Management Position Unknown
4.8 RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management For *Management Position Unknown
4.9 RE-ELECT MR. ALAIN DOMINIQUE PERRIN AS A DIRECTOR Management For *Management Position Unknown
4.10 RE-ELECT MR. ALAN QUASHA AS A DIRECTOR Management For *Management Position Unknown
4.11 RE-ELECT LORD RENWICK OF CLIFTON AS A DIRECTOR Management For *Management Position Unknown
4.12 RE-ELECT MR. JURGEN SCHREMPP AS A DIRECTOR Management For *Management Position Unknown
4.13 RE-ELECT MR. ERNST VERLOOP AS A DIRECTOR Management For *Management Position Unknown
5. RATIFY PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
COMPAGNIE FINANCIERE RICHEMONT AG AGM MEETING DATE: 09/15/2005
ISSUER: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: B0LBVC0, B02V8V7, B0ZC1S5, 7151116
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 256195 DUE TO RECEIPT IN ADDITIONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
1. ACCEPT THE FINANCIAL STATEMENTS AND THE STATUTORY Management For *Management Position Unknown
REPORTS
2. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management For *Management Position Unknown
OF CHF 0.04 PER A BEARER SHARE AND CHF 0.004
PER B BEARER SHARE
3. GRANT DISCHARGE TO THE BOARD AND THE SENIOR MANAGEMENT Management For *Management Position Unknown
4. RE-ELECT MR. JOHANN RUPERT AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. JEAN-PAUL AESCHIMANN AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. FRANCO COLOGNI AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. LEO DESCHUYTENEER AS A DIRECTOR Management For *Management Position Unknown
8. RE-ELECT LORD DOURO AS A DIRECTOR Management For *Management Position Unknown
9. RE-ELECT MR. YVES-ANDRE ISTEL AS A DIRECTOR Management For *Management Position Unknown
10. RE-ELECT MR. RICHARD LEPEU AS A DIRECTOR Management For *Management Position Unknown
11. RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management For *Management Position Unknown
12. RE-ELECT MR. ALAIN DOMINIQUE PERRIN AS A DIRECTOR Management For *Management Position Unknown
13. RE-ELECT MR. ALAN QUASHA AS A DIRECTOR Management For *Management Position Unknown
14. RE-ELECT LORD RENWICK OF CLIFTON AS A DIRECTOR Management For *Management Position Unknown
15. RE-ELECT MR. JURGEN SCHREMPP AS A DIRECTOR Management For *Management Position Unknown
16. RE-ELECT MR. ERNST VERLOOP AS A DIRECTOR Management For *Management Position Unknown
17. RE-ELECT MR. NORBERT PLATT AS A DIRECTOR Management For *Management Position Unknown
18. RE-ELECT MS. MARTHA WIKSTROM AS A DIRECTOR Management For *Management Position Unknown
19. RATIFY PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
COMPAGNIE FINANCIERE RICHEMONT AG AGM MEETING DATE: 09/15/2005
ISSUER: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: B0LBVC0, B02V8V7, B0ZC1S5, 7151116
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 258958 DUE TO CHANGE IN THE AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. ACCEPT THE FINANCIAL STATEMENTS AND THE STATUTORY Management For *Management Position Unknown
REPORTS
2. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management For *Management Position Unknown
OF CHF 0.04 PER A BEARER SHARE AND CHF 0.004
PER B BEARER SHARE
3. GRANT DISCHARGE TO THE BOARD AND THE SENIOR MANAGEMENT Management For *Management Position Unknown
4. RE-ELECT MR. JOHANN RUPERT, MR JEAN-PAUL AESCHIMANN, Management For *Management Position Unknown
MR. FRANCO COLOGNI, MR. LEO DESCHUYTENEER, LORD
DOURO, MR. YVES-ANDRE ISTEL, MR. RICHARD LEPEU,
MR. SIMON MURRAY, MR. ALAIN DOMINIQUE PERRIN,
MR. ALAN QUASHA, LORD RENWICK OF CLIFTON, MR.
JURGEN SCHREMPP, MR. ERNST VERLOOP AS THE DIRECTORS
5. APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP EGM MEETING DATE: 09/28/2005
ISSUER: X5967A101 ISIN: GRS419003009 BLOCKING
SEDOL: 7107250, B0CM8G5
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND: (1) ARTICLE 1 REGARDING ESTABLISHMENT-COMPANY Management For *Management Position Unknown
S NAME; (2) ARTICLE 11 REGARDING MANAGEMENT;
(3) ARTICLE 12 REGARDING COMPOSITION AND TENURE
OF THE BOARD; (4) ARTICLE 13 REGARDING BOARD
OF DIRECTOR S CONSTITUTION; (5) ARTICLE 16 REGARDING
QUORUM-MAJORITY REPRESENTATION OF MEMBERS; (6)
ARTICLE 31 REGARDING USUAL QUORUM AND MAJORITY
OF GENERAL MEETING; (7) ARTICLE 49 REGARDING
APPLICATION OF CODIFIED LAW 2190/1920; (8) ARTICLE
52 REGARDING TRADE MARK OF OPAP SA; (9) ARTICLE
53 REGARDING SUBORDINATE BOD; (9) ARTICLE 54
REGARDING AUDITORS FOR THE FIRST FY; (10) ARTICLE
55 REGARDING INTERIM RESPONSIBILITIES OF THE
MANAGING DIRECTOR; (11) ARTICLE 56 REGARDING
AUTHORIZATION
2. ELECT THE BOARD OF DIRECTORS MEMBERS ACCORDING Management For *Management Position Unknown
TO PARAGRAPHS 2, 3 AND 4 OF THE ARTICLE 14 OF
THE LAW 3336/2005
3. ELECT INDEPENDENT NON EXECUTIVE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF DIRECTORS ACCORDING TO THE LAW 3016/2002
4. AMEND THE COMPANY S MANAGING DIRECTOR CONTRACT Management For *Management Position Unknown
5. APPROVE THE RE-ADJUSTMENT OF THE COMPANY S SPONSORSHIP Management For *Management Position Unknown
PROGRAMME FOR THE FY 2005 AND PREAPPROVAL OF
THE SAME FOR THE FY 2006
6. MISCELLANEOUS AND ANNOUNCEMENTS Other For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC AGM MEETING DATE: 10/18/2005
ISSUER: G42089113 ISIN: GB0002374006
SEDOL: B01DFS0, 0237400, 5409345, 5399736, 5460494
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS AND THE AUDITORS REPORTS Management For *Management Position Unknown
AND THE ACCOUNTS FOR THE YE 30 JUN 2005
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 30 JUN 2005
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT MR. LORD BLYTH OF ROWINGTON AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
5. RE-ELECT MS. M. LILJA AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION
6. RE-ELECT MR. W.S. SHANNAHAN AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION
7. ELECT DR. F.B. HUMER AS A DIRECTOR Management For *Management Position Unknown
8. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE
THE AUDITORS REMUNERATION
9. APPROVE, IN SUBSTITUTION FOR ALL OTHER SUCH AUTHORITIES, Management For *Management Position Unknown
TO RENEW THE POWER CONFERRED ON THE DIRECTORS
BY PARAGRAPH 4.2 OF ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 17 JAN 2007, WHICHEVER IS EARLIER AND FOR
SUCH PERIOD THE MAXIMUM AMOUNT OF RELEVANT SECURITIES
WHICH THE DIRECTORS MAY SO ALLOT IN ACCORDANCE
WITH PARAGRAPH 4.2 OF ARTICLE 4 SECTION 80 PRESCRIBED
AMOUNT REFERRED TO IN ARTICLE 4.2 SHALL BE
GBP 291, 272, 000
S.10 AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF PARAGRAPH Management For *Management Position Unknown
4.3 OF ARTICLE 4 OF THE COMPANY S ARTICLE OF
ASSOCIATION, PURSUANT TO SECTION 95 OF THE COMPANIES
ACT 1985 AS AMENDED , TO ALLOT EQUITY SECURITIES
SECTION 94 OF THAT ACT FOR CASH PURSUANT TO
THE AUTHORITY CONFERRED BY THE PREVIOUS RESOLUTION
AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT
OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A)
OF THAT ACT, AS IF SECTION 89(1) OF THAT ACT
DID NOT APPLY, PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES; AUTHORITY
EXPIRES AT THE EARLIER OF THE CONCLUSION OF THE
AGM OF THE COMPANY OR ON 17 JAN 2007 ; AND THE
DIRECTORS MAY SO ALLOT IN ACCORDANCE WITH PARAGRAPH
4.4(C) OF ARTICLE 4 THE SECTION 95 PRESCRIBED
AMOUNT REFERRED TO IN PARAGRAPH 4.4(C) OF ARTICLE
4 SHALL BE GBP 44,132,121
S.11 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163 OF THE COMPANIES ACT 1985 AS AMENDED
OF UP TO 305,041,222 OF ITS ORDINARY SHARES
OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE
OF 28 101/108 PENCE AND THE MAXIMUM PRICE WHICH
MAY BE PAID IS AN AMOUNT EQUAL TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY
SHARES AS DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OR ON 17 JAN 2007
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
12. AUTHORIZED THE COMPANY FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985 AS AMENDED ,
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
SECTION 347A OF THAT ACT NOT EXCEEDING GBP
200,000 IN TOTAL; AND TO INCUR EU POLITICAL EXPENDITURE
SECTION 347A OF THE ACT NOT EXCEEDING GBP 200,000
IN TOTAL, DURING THE PERIOD BEGINNING WITH THE
DATE OF PASSING THIS RESOLUTION AND END OF THE
NEXT AGM OF THE COMPANY OR ON 17 JAN 2007, WHICHEVER
IS THE SOONER, IN ANY EVENT THE AGGREGATE AMOUNT
OF DONATIONS MADE AND POLITICAL EXPENDITURE INCURRED
BY THE COMPANY PURSUANT TO THIS RESOLUTION SHALL
NOT EXCEED GBP 200,000
S.13 ADOPT THE NEW ARTICLES OF ASSOCIATION PRODUCED Management For *Management Position Unknown
TO THE MEETING AND INITIATED BY THE CHAIRMAN
FOR THE PURPOSE OF IDENTIFICATION AS THE ARTICLES
OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION
FOR AND TO THE EXCLUSION OF THE COMPANY S EXISTING
ARTICLES OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
NEWS CORP AGM MEETING DATE: 10/21/2005
ISSUER: U6525C103 ISIN: AU000000NWS2
SEDOL: B03VWD6, B03Q907
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 264193 DUE TO CHANGE IN THE RECORD DATE. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1.1 ELECT MR. CHASE CAREY Management For *Management Position Unknown
1.2 ELECT MR. PETER CHEMIN Management For *Management Position Unknown
1.3 ELECT MR. RODERICK I. EDDINGTON Management For *Management Position Unknown
1.4 ELECT MR. ANDREW S.B. KNIGHT Management For *Management Position Unknown
2. RATIFY ERNST AND YOUNG LLP AS THE COMPANY S INDEPENDENT Management For *Management Position Unknown
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FYE
30 JUN 2006
3. APPROVE TO ISSUE CLASS A COMMON STOCK TO A.E. Management For *Management Position Unknown
HARRIS TRUST PURSUANT TO THE AMENDMENT TO AN
AGREEMENT RELATING TO THE COMPANY S REINCORPORATION
TO THE UNITED STATES IN NOV 2004
4. APPROVE TO INCREASE THE AGGREGATE ANNUAL LIMIT Management For *Management Position Unknown
ON THE AMOUNT OF FEES PAID TO NON-EXECUTIVE DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP EGM MEETING DATE: 10/25/2005
ISSUER: X5967A101 ISIN: GRS419003009 BLOCKING
SEDOL: 7107250, B0CM8G5
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE ARTICLES 1, 11, 12, 13, 16, 31, 49, Management For *Management Position Unknown
52, 53, 54, 55 AND 56 OF COMPANY S STATUTE
2. ELECT THE BOARD OF DIRECTOR S MEMBERS ACCORDING Management For *Management Position Unknown
TO PARAGRAPHS 2, 3 AND 4 OF THE ARTICLES 14 OF
THE LAW 3336/2005
3. ELECT THE INDEPENDENT NON-EXECUTIVE MEMBERS OF Management For *Management Position Unknown
THE BOARD OF DIRECTOR ACCORDING TO THE LAW 3016/2002
4. AMEND THE COMPANY S COLLABORATION CONTRACT OF Management For *Management Position Unknown
THE COMPANY S MANAGING DIRECTOR
5. APPROVE TO MODIFY THE COMPANY S SPONSORSHIP PROGRAMME Management For *Management Position Unknown
FOR THE FY 2005 AND INITIAL APPROVAL OF THE SAME
FOR THE FYE 2006
6. MISCELLANEOUS ANNOUNCEMENTS Other For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL AGM Meeting Date: 10/27/2005
Issuer: Q7788C108 ISIN: AU000000PBL6
SEDOL: 5636820, 6637082, B02PBH6
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Non-Voting Non-Voting *Management Position Unknown
AND ITS CONTROLLED ENTITIES FOR THE YE 30 JUN
2005 AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS THEREON
1.A RE-ELECT MRS. ROWENA DANZIGER AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH CLAUSE 6.1(F) OF THE COMPANY S CONSTITUTION
1.B RE-ELECT MR. ASHOK JACOB AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH CLAUSE 6.1(F) OF THE COMPANY S CONSTITUTION
1.C RE-ELECT MR. ROBERT WHYTE AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH CLAUSE 6.1(F) OF THE COMPANY S CONSTITUTION
2. ADOPT THE REMUNERATION REPORT FOR THE YE 30 JUN Management For *Management Position Unknown
2005
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING CO LTD AGM MEETING DATE: 11/04/2005
ISSUER: S34320101 ISIN: ZAE000015228
SEDOL: 4410564, B0CRH18, 0410568, 6410562, B01DJL1, 7413021
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE AUDITED FINANCIAL STATEMENTS OF THE Management For *Management Position Unknown
COMPANY FOR THE YE 30 JUN 2005, INCLUDING THE
REPORTS OF THE DIRECTORS AND AUDITORS
2. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management For *Management Position Unknown
3. ELECT MR. J.A. CHISSANO AS A DIRECTOR IN TERMS Management For *Management Position Unknown
OF THE COMPANY S ARTICLE OF ASSOCIATION
4. RE-ELECT MR. FRANK ABBOTT, MR. PATRICE MOTSEPE Management For *Management Position Unknown
AND MR. CEDRIC M.A. SAVAGE AS THE DIRECTORS IN
TERMS OF HARMONY S ARTICLES OF ASSOCIATION
5.S.1 APPROVE, THAT THE COMPANY MAY, AS A GENERAL APPROVAL Management For *Management Position Unknown
IN TERMS OF SECTION 85 (2) OF THE COMPANIES ACT,
1973 (ACT 61 OF 1973), AS AMENDED, ACQUIRE, FROM
TIME TO TIME, SUCH NUMBER OF ITS SECURITIES AT
SUCH PRICE OR PRICES AND ON SUCH OTHER TERMS
AND CONDITIONS AS THE DIRECTORS MAY FROM TIME
TO TIME DETERMINE, BUT SUBJECT TO THE REQUIREMENTS
FROM TIME TO TIME OF ANY STOCK EXCHANGE UPON
WHICH THE COMPANY S SECURITIES MAY BE QUOTED
OR LISTED AND TO THE FOLLOWING REQUIREMENTS OF
THE JSE LIMITED OSE): THE REPURCHASE OF SECURITIES
SHALL BE EFFECTED THROUGH THE ORDER BOOK OPERATED
BY THE JSE TRADING SYSTEM AND DONE WITHOUT ANY
PRIOR UNDERSTANDING OR ARRANGEMENT BETWEEN THE
COMPANY AND THE COUNTER PARTY; THE REPURCHASE
OF SECURITIES MUST BE AUTHORIZED BY THE COMPANY
S ARTICLES OF ASSOCIATION; REPURCHASES MAY NOT
BE MADE AT A PRICE MORE THAN 10% ABOVE THE WEIGHTED
AVERAGE OF THE MARKET VALUE FOR THE SECURITIES
FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING
THE DATE ON WHICH THE TRANSACTION IS EFFECTED;
AT ANY POINT IN TIME, THE COMPANY MAY ONLY APPOINT
ONE AGENT TO EFFECT ANY REPURCHASE(S) ON THE
COMPANY S BEHALF; THE COMPANY MAY ONLY UNDERTAKE
A REPURCHASE OF THE SECURITIES IF, AFTER SUCH
REPURCHASE, IT STILL COMPLIES WITH THE LISTINGS
REQUIREMENTS OF THE JSE CONCERNING SHAREHOLDER
SPREAD REQUIREMENTS; AND THE COMPANY OR ITS SUBSIDIARIES
MAY NOT REPURCHASE THE COMPANY S SHARES DURING
A PROHIBITED PERIOD, AS DEFINED IN THE LISTINGS
REQUIREMENTS OF THE JSE; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OR
FOR 15 MONTHS FROM THE DATE
6.O1 AMEND, SUBJECT TO THE APPROVAL OF THE JSE AND Management For *Management Position Unknown
THE DIRECTORS OF THE COMPANY, THE HARMONY (2003)
SHARE OPTION SCHEME (APPROVED BY SHAREHOLDERS
ON 14 NOV 2003) BE AMENDED BY THE DELETION OF
CLAUSE 3.2 AND THE SUBSTITUTION THEREOF BY NEW
CLAUSE
7.O2 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
AND ISSUE, AFTER PROVIDING FOR THE REQUIREMENTS
OF THE HARMONY (1994) SHARE OPTION SCHEME, THE
HARMONY (2001) SHARE OPTION SCHEME AND THE HARMONY
(2003) SHARE OPTION SCHEME, 10% OF THE REMAINING
UNISSUED SECURITIES IN THE CAPITAL OF THE COMPANY,
BEING 80,665,881 ORDINARY SHARES OF 50 CENTS
EACH AS AT 01 SEP 2005, AT SUCH TIME OR TIMES
TO SUCH PERSON OR PERSONS; OR BODIES CORPORATE
UPON SUCH TERMS AND CONDITIONS AS THE DIRECTORS
MAY FROM TIME TO TIME AT THEIR SOLE DISCRETION
DETERMINE, SUBJECT TO THE PROVISIONS OF THE COMPANIES
ACT, 1973 (ACT 61 OF 1973), AS AMENDED, AND THE
LISTINGS REQUIREMENTS OF JSE LIMITED
8.O3 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown
AND ISSUE EQUITY SECURITIES INCLUDING THE GRANT
OR ISSUE OF OPTIONS OR SECURITIES THAT ARE CONVERTIBLE
INTO AN EXISTING CLASS OF EQUITY SECURITIES FOR
CASH (OR THE EXTINCTION OF A LIABILITY, O OR
COMMITMENT, RESTRAINT(S), OF EXPENSES) ON SUCH
TERMS A AS THE DIRECTORS MAY FROM TIME TO TIME
AT THEIR SOLE DISCRETION DEEM FIT, AS AND WHEN
SUITABLE O ARISE THEREFORE, BUT SUBJECT T REQUIREMENTS
OF THE JSE: THE EQUITY SECURITIES WHICH ARE THE
SUBJECT OF THE ISSUE FOR CASH MUST BE OF A CLASS
ALREADY IN ISSUE, OR RE THIS IS NOT THE CASE,
MUST BE LIMITED TO SUCH SECURITIES OR RIGHTS
THAT ARE CONVERTIBLE INTO A CLASS IN ISSUE; THE
EQUITY SECURITIES MUST BE ISSUED TO PUBLIC SHAREHOLDERS,
AS DEFINED LISTINGS REQUIREMENTS OF THE JSE,
AND NOT TO RELATED PARTIES; EQUITY SECURITIES
WHICH ARE THE SUBJECT OF GENERAL ISSUES FOR CASH:
I) IN THE AGGREGATE, IN ANY ONE FY, MAY NOT EXCEED
15% OF THE RELEVANT NUMBER OF EQUITY SECURITIES
IN ISSUE OF THAT CLASS (FOR PURPOSES OF DETERMINING
THE SECURITIES COMPRISING THE 15% NUMBER IN ANY
ONE YEAR, ACCOUNT MUST BE TAKEN OF THE DILUTION
EFFECT, IN THE YEAR OF ISSUE OF OPTIONS/CONVERTIBLE
SECURITIES, BY INCLUDING THE NUMBER OF ANY EQUITY
SECURITIES WHICH MAY BE ISSUED IN FUTURE ARISING
OUT OF THE ISSUE OF SUCH OPTIONS/CONVERTIBLE
SECURITIES); II) OF A PARTICULAR CLASS, WILL
BE AGGREGATED WITH ANY SECURITIES THAT ARE COMPULSORILY
CONVERTIBLE INTO SECURITIES OF THAT CLASS, AND,
IN THE CASE OF THE ISSUE OF COMPULSORILY CONVERTIBLE
SECURITIES, AGGREGATED WITH THE SECURITIES OF
THAT CLASS INTO WHICH THEY ARE COMPULSORILY CONVERTIBLE;
III) AS REGARDS THE NUMBER OF SECURITIES WHICH
MAY BE ISSUED (THE 15% NUMBER), SHALL BE BASED
ON THE NUMBER OF SECURITIES OF THAT CLASS IN
ISSUE ADDED TO THOSE THAT MAY BE ISSUED IN FUTURE
(ARISING FROM THE CONVERSION OF OPTIONS/CONVERTIBLE
SECURITIES), AT THE DATE OF SUCH APPLICATION:
1) LESS ANY SECURITIES OF THE CLASS ISSUED, OR
TO BE ISSUED IN FUTURE ARISING FROM OPTIONS/
CONVERTIBLE SECURITIES ISSUED, DURING THE CURRENT
FINANCIAL YEAR; 2) PLUS ANY SECURITIES OF THAT
CLASS TO BE ISSUED PURSUANT TO: (AA)A RIGHTS
ISSUE WHICH HAS BEEN ANNOUNCED, IS IRREVOCABLE
AND IS FULLY UNDERWRITTEN; OR (BB)AN ACQUISITION
WHICH HAS HAD FINAL TERMS ANNOUNCED MAY BE INDUCED,
AS THOUGH THEY WERE SECURITIES IN ISSUE AS AT
THE DATE OF APPLICATION; D) THE MAXIMUM DISCOUNT
AT WHICH EQUITY SECURITIES MAY BE ISSUED IS 10%
OF THE WEIGHTED AVERAGE TRADED PRICE OF SUCH
SECURITIES MEASURED OVER THE 30 BUSINESS DAYS
PRIOR TO THE DATE THAT THE PRICE OF THE ISSUE
IS DETERMINED OR AGREED BY THE DIRECTORS OF THE
COMPANY; THE JSE WILL BE CONSULTED FOR A RULING
IF THE COMPANY S SECURITIES HAVE NOT TRADED IN
SUCH 30 BUSINESS DAY PERIOD; THE COMPANY WILL
ONLY TRANSACT IN DERIVATIVE TRANSACTIONS RELATING
TO THE REPURCHASE OF SECURITIES IF, WITH REGARD
TO THE PRICE OF THE DERIVATIVE: I) THE STRIKE
PRICE OF ANY PUT OPTION WRITTEN BY THE COMPANY
LESS THE. VALUE OF THE PREMIUM RECEIVED BY THE
COMPANY FOR THAT PUT OPTION MAY NOT BE GREATER
THAN THE FAIR VALUE OF A FORWARD AGREEMENT BASED
ON A SPOT PRICE NOT GREATER THAN 10% ABOVE THE
WEIGHTED AVERAGE OF THE MARKET VALUE FOR THE
SECURITIES FOR THE FIVE BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE ON WHICH THE TRANSACTION IS
EFFECTED; II) THE STRIKE PRICE OF ANY CALL OPTION
MAY BE GREATER THAN 10% ABOVE THE WEIGHTED AVERAGE
OF THE MARKET VALUE FOR THE SECURITIES FOR THE
FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE
DATE ON WHICH THE TRANSACTION IS EFFECTED AT
THE TIME OF ENTERING INTO THE DERIVATIVE AGREEMENT,
BUT THE COMPANY MAY EXERCISE THE CALL OPTION
IF IT IS MORE THAN 10% OUT OF THE MONEY III)
THE STRIKE PRICE OF THE FORWARD AGREEMENT MAY
BE GREATER THAN 10% ABOVE THE WEIGHTED AVERAGE
OF THE MARKET VALUE FOR THE SECURITIES FOR THE
FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE
DATE ON WHICH THE TRANSACTION IS EFFECTED BUT
LIMITED TO THE FAIR VALUE OF A FORWARD AGREEMENT
CALCULATED FROM A SPOT PRICE NOT GREATER THAN
10% ABOVE THE WEIGHTED AVERAGE OF THE MARKET
VALUE FOR THE SECURITIES FOR THE FIVE BUSINESS
DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
THE TRANSACTION IS EFFECTED
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING COMPANY LIMITED HMY ANNUAL MEETING DATE: 11/04/2005
ISSUER: 413216 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF 2004/2005 AUDITED FINANCIAL STATEMENTS Management For *Management Position Unknown
02 TO FIX THE REMUNERATION OF DIRECTORS Management For *Management Position Unknown
03 TO ELECT DIRECTOR IN TERMS OF THE COMPANY S ARTICLES Management For *Management Position Unknown
OF ASSOCIATION: MR JA CHISSANO
4A TO RE-ELECT DIRECTOR IN TERMS OF HARMONY S ARTICLES Management For *Management Position Unknown
OF ASSOCIATION: MR F ABBOTT
4B TO RE-ELECT DIRECTOR IN TERMS OF HARMONY S ARTICLES Management For *Management Position Unknown
OF ASSOCIATION: MR PT MOTSEPE
4C TO RE-ELECT DIRECTOR IN TERMS OF HARMONY S ARTICLES Management For *Management Position Unknown
OF ASSOCIATION: MR CMA SAVAGE
S1 GRANTING AUTHORITY FOR SHARE REPURCHASES Management For *Management Position Unknown
O1 AMENDING CLAUSE 3.2 OF THE HARMONY (2003) SHARE Management For *Management Position Unknown
OPTION SCHEME
O2 PLACING 10% OF THE UNISSUED ORDINARY SHARES OF Management For *Management Position Unknown
THE COMPANY UNDER DIRECTORS CONTROL
O3 AUTHORISING THE DIRECTORS TO ISSUE SHARES FOR Management For *Management Position Unknown
CASH
- ------------------------------------------------------------------------------------------------------------------------------------
PERNOD-RICARD, PARIS MIX MEETING DATE: 11/10/2005
ISSUER: F72027109 ISIN: FR0000120693 BLOCKING
SEDOL: 4682329, B030Q53, 4427100, B043D05, 4682318
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting Non-Voting *Management Position Unknown
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 APPROVE THE ACCOUNTS FOR THE YE 30 JUN 2005 Management For *Management Position Unknown
O.2 APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FYE Management For *Management Position Unknown
30 JUN 2005
O.3 APPROVE THE ALLOCATION OF THE RESULT FOR THE Management For *Management Position Unknown
FYE ON 30 JUN 2005 AND DISTRIBUTION OF THE DIVIDEND
O.4 APPROVE THE TRANSFER OF THE SUMS POSTED TO THE Management For *Management Position Unknown
LONG-TERM CAPITAL GAINS SPECIAL RESERVES ACCOUNT
O.5 APPROVE THE REGULATED AGREEMENTS Management For *Management Position Unknown
O.6 APPROVE THE NON-RENEWAL OF MR. M. JEAN-CLAUDE Management For *Management Position Unknown
BETON S MANDATE AS A DIRECTOR
O.7 APPROVE TO RENEW MS. DANIELE RICARD S MANDATE Management For *Management Position Unknown
AS A DIRECTOR
O.8 APPROVE TO RENEW MR. M. GERARD THERY S MANDATE Management For *Management Position Unknown
AS A DIRECTOR
O.9 APPROVE TO DETERMINE THE DIRECTOR S FEES Management For *Management Position Unknown
O.10 APPROVE THE RENEWAL OF A PRINCIPAL STATUTORY AUDITOR Management For *Management Position Unknown
O.11 APPROVE THE NON-RENEWAL OF A PRINCIPAL STATUTORY Management For *Management Position Unknown
AUDITOR
O.12 APPROVE THE RENEWAL OF A SUBSTITUTE STATUTORY Management For *Management Position Unknown
AUDITOR
O.13 AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE, Management For *Management Position Unknown
TO KEEP AND TO TRANSFER COMPANY SHARES
E.1 AMEND ARTICLES 15, 23 AND 34 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION TO ENABLE THE BOARD OF DIRECTORS
TO ISSUE BONDS WITHOUT AUTHORIZATION OF THE GENERAL
MEETING
E.2 AMEND ARTICLE 21 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
TO ENABLE THE RECOURSE TO NEWMEANS OF TELECOMMUNICATION
FOR THE HOLDING OF THE BOARD OF DIRECTORS MEETINGS
E.3 APPROVE THE HARMONIZATION WITH OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION WITH THE NEW APPLICABLE REGULATIONS
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL BY CANCELLATION OF THE SHARES PREVIOUSLY
REPURCHASED
E.5 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE ORDINARY Management For *Management Position Unknown
COMPANY SHARES AND SECURITIES GIVING ACCESS TO
THE SHARE CAPITAL WITH THE MAINTENANCE OF THE
PREFERENTIAL SUBSCRIPTION RIGHTS
E.6 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE COMPANY Management For *Management Position Unknown
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL WITH THE CANCELLATION OF THE PREFERENTIAL
SUBSCRIPTION RIGHTS WITH FACULTY TO CONFER A
PRIORITY SUBSCRIPTION PERIOD
E.9 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management For *Management Position Unknown
AND SECURITIES GIVING ACCESSTO THE SHARE CAPITAL
IN CASE OF A TAKE OVERBID INITIATED BY THE COMPANY
E.7 AUTHORIZE THE BOARD OF DIRECTORS IN CASE OF A Management For *Management Position Unknown
SHARE CAPITAL INCREASE, WITH ORWITHOUT CANCELLATION
OF THE PREFERENTIAL SUBSCRIPTION RIGHTS, TO INCREASE
THE NUMBER OF SHARES TO BE ISSUED
E.8 AUTHORIZE THE BOARD OF DIRECTORS, WITHIN THE Management For *Management Position Unknown
LIMIT OF 10 % OF THE SHARE CAPITAL, TO ISSUE
SHARES AND SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL IN ORDER TO REMUNERATE CONTRIBUTIONS
IN KIND MADE TO THE COMPANY AND MADE UP OF SHARES
OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SECURITIES Management For *Management Position Unknown
REPRESENTATIVE OF DEBT GIVING RIGHT TO THE ALLOCATION
OF DEBT SECURITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL BY INCORPORATION OF RESERVES,
PROFITS OR PREMIUMS OR OTHER SUMS THE CAPITALIZATION
OF WHICH WOULD BE ALLOWED
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOCATE Management For *Management Position Unknown
A BONUS ISSUE OF ORDINARY SHARESOF THE COMPANY
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management For *Management Position Unknown
SHARE CAPITAL INCREASES RESERVED TO THE COMPANY
S SAVING SCHEME MEMBERS
E.14 APPROVE THE MERGER BY INTEGRATION OF SIFA Management For *Management Position Unknown
E.15 APPROVE THE REDUCTION OF THE SHARE CAPITAL, NOT Management For *Management Position Unknown
MOTIVATED BY LOSSES, AND MERGER PREMIUM
E.16 GRANT POWERS TO PROCEED WITH ANY FORMALITIES Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP EGM Meeting Date: 11/14/2005
Issuer: X5967A101 ISIN: GRS419003009 BLOCKING
SEDOL: 7107250, B0CM8G5
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. AMEND THE ARTICLES 1, 11, 12, 13, 16, 31, 49, Management For *Management Position Unknown
52, 53, 54, 55 AND 56 OF COMPANY S STATUTE AS
SPECIFIED
2. ELECT THE BOARD OF DIRECTOR S MEMBERS ACCORDING Management For *Management Position Unknown
TO PARAGRAPHS 2, 3 AND 4 OF THE ARTICLES 14 OF
THE LAW 3336/2005
3. ELECT THE INDEPENDENT NON-EXECUTIVE MEMBERS OF Management For *Management Position Unknown
THE BOARD OF DIRECTOR ACCORDING TO THE LAW 3016/2002
4. AMEND THE COMPANY S COLLABORATION CONTRACT OF Management For *Management Position Unknown
THE COMPANY S MANAGING DIRECTOR
5. APPROVE TO MODIFY THE COMPANY S SPONSORSHIP PROGRAMME Management For *Management Position Unknown
FOR THE FY 2005 AND INITIAL APPROVAL OF THE SAME
FOR THE FYE 2006
6. MISCELLANEOUS ANNOUNCEMENTS Other For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
SMITH & NEPHEW PLC EGM Meeting Date: 12/12/2005
Issuer: G82343164 ISIN: GB0009223206
SEDOL: B03W767, B032756, 4228499, 0922320
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND, SUBJECT TO AND CONDITIONAL UPON THE PASSING Management For *Management Position Unknown
OF RESOLUTION S.2 AND IMMEDIATELY PRIOR TO THE
REDUCTION OF CAPITAL AS DEFINED IN RESOLUTION
S.2) TAKING EFFECT, THE RIGHTS ATTACHING TO THE
ORDINARY SHARES OF 12 2/9 PENCE EACH IN THE CAPITAL
OF THE COMPANY BY THE ADDITION OF A NEW ARTICLE
167A IN THE ARTICLES OF ASSOCIATION OF THE COMPANY
AS SPECIFIED
S.2 APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For *Management Position Unknown
PASSING OF RESOLUTION S.3: A) TO REDUCE THE SHARE
CAPITAL OF THE COMPANY BY CANCELLING AND EXTINGUISHING
ALL OF THE ISSUED AND UNISSUED ORDINARY SHARES
OF 12 2/9 PENCE EACH IN THE CAPITAL OF THE COMPANY
THE EXISTING ORDINARY SHARES IN EXISTENCE
AS AT 6.00 P.M ON THE DAY IMMEDIATELY PRECEDING
THE DAY ON WHICH THE HIGH COURT OF JUSTICE IN
ENGLAND AND WALES MAKES AN ORDER CONFIRMING SUCH
REDUCTION OF CAPITAL SUCH CANCELLATION AND EXTINGUISHMENT
BEING REFERRED TO AS THE REDUCTION OF CAPITAL
AND THE CREDIT ARISING IN THE COMPANY S BOOKS
OF ACCOUNT AS A RESULT OF THE REDUCTION OF CAPITAL
TRANSFERRED TO A SPECIAL RESERVE OF THE COMPANY
THE CANCELLATION RESERVE ; IMMEDIATELY UPON
THE REDUCTION OF CAPITAL TAKING EFFECT SUCH
DATE TO BE THE EFFECTIVE DATE : THE CAPITAL
OF THE COMPANY BE INCREASED BY GBP 50,000 BY
THE CREATION OF 50.000 DEFERRED SHARES OF GBP
1 EACH EACH A DEFERRED SHARE HAVING THE RIGHTS
AND RESTRICTIONS SET OUT IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY AS AMENDED IN ACCORDANCE WITH
RESOLUTION S.3; THE SUM OF GBP 50,000 STANDING
TO THE CREDIT OF THE COMPANY S RESERVES BE CAPITATISED
AND, ACCORDINGLY, AUTHORIZE THE DIRECTORS AS
OF THE EFFECTIVE DATE BUD IMMEDIATELY PRIOR TO
ANY ALLOTMENT OF NEW DOLLAR SHARES PURSUANT TO
RESOLUTION S.2 TAKING EFFECT, THE SAID SUM OF
GBP 50,000 IN PAYING UP IN FULL AT PAR 50,000
DEFERRED SHARES, AND TO ALLOT AND ISSUE THE SAME,
CREDITED AS FULLY PAID TO THE THEN CHIEF EXECUTIVE
OF THE COMPANY OR ANY SUCH OTHER DIRECTOR AS
THE BOARD OF DIRECTORS OF THE COMPANY SHALL NOMINATE
AND ARE HEREBY GENERALLY AND UNCONDITIONALLY
AUTHORIZED TO MAKE SUCH ALLOTMENT AND ISSUE AS
IF ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY DID NOT APPLY TO SUCH ALLOTMENT,
AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES
ACT 1985 THE ACT ; AUTHORITY EXPIRE AT THE CONCLUSION
OF THE AGM OF THE COMPANY ; TO INCREASE THE
AUTHORIZED SHARE CAPITAL OF THE COMPANY TO SUCH
AMOUNT AS RESULTS FROM THE CREATION OF SUCH NUMBER
OF NEW ORDINARY SHARES AS IS EQUAL TO THE NUMBER
OF EXISTING ORDINARY SHARES AS CANCELLED PURSUANT
TO THE REDUCTION OF CAPITAL, EACH HAVING A NOMINAL
VALUE IN CENTS EACH A NEW DOLLAR SHARE ROUNDED
DOWN TO THE NEAREST CENT EQUIVALENT TO 12 2/9
PENCE WHICH IS A MULTIPLE OF 5 (THE DOLLAR NOMINAL
VALUE CALCULATED BY REFERENCE TO THE DOSING
MID-POINT EXCHANGE RATE FOR US DOLLARS WITH STERLING
IN LONDON AS DERIVED FROM REUTERS AT 4.00 P.M
ON THE DAY IMMEDIATELY PRIOR TO THE EFFECTIVE
DATE OR IF SUCH IS NOT A BUSINESS DAY, THE BUSINESS
DAY IN IMMEDIATELY PRECEDING THE EFFECTIVE DATE
AS PUBLISHED IN THE FINANCIAL TIMES ON THE EFFECTIVE
DATE OR A PUBLISHED RATE CONSIDERED APPROPRIATE
BY THE DIRECTORS (THE EXCHANGE RATE ; THE SUM
STANDING TO THE CREDIT OF THE CANCELLATION RESERVE
BE CONVERTED INTO US DOLLARS AT THE EXCHANGE
RATE; THE SUM STANDING TO THE CREDIT OF THE CANCELLATION
RESERVE AS A RESULT OF THE CONVERSION REFERRED
RESOLUTION S.2 BE APPLIED IN PAYING UP THE NUMBER
OF NEW DOLLAR SHARES IN FULL AT THE DOLLAR NOMINAL
VALUE AS IS EQUIVALENT TO THE ISSUED EXISTING
ORDINARY SHARES CANCELLED PURSUANT TO THE REDUCTION
OF CAPITAL THE RELEVANT NUMBER PROVIDED THAT
IF THERE WOULD OTHERWISE BE ANY SURPLUS AMOUNT
REMAINING IN THE CANCELLATION RESERVE, THE RELEVANT
NUMBER OF NEW DOLLAR SHARES SHALL BE PAID UP
AT AN AGGREGATE PREMIUM EQUAL TO SUCH REMAINING
AMOUNT; AND THE RELEVANT NUMBER OF NEW DOLLAR
SHARES BE ALLOTTED AND ISSUED CREDITED AS FULLY
PAID TO THOSE PERSONS WHO APPEAR ON THE REGISTER
OF MEMBERS OF THE COMPANY AT CLOSE OF BUSINESS
ON THE BUSINESS DAY IMMEDIATELY PRIOR TO THE
EFFECTIVE DATE AS THE HOLDERS OF THE CANCELLED
EXISTING ORDINARY SHARES ON THE BASIS OF ONE
NEW DOLLAR SHARE FOR EACH EXISTING ORDINARY SHARE
HELD BY THEM; C) AUTHORIZE THE DIRECTORS, IN
SUBSTITUTION FOR ANY EXISTING AUTHORITY AND FOR
THE PURPOSE OF SECTION 80 ACT, TO ALLOT RELEVANT
NUMBER OF THE NEW SHARES CREATED BY RESOLUTION
S.2 AGGREGATING A MAXIMUM NOMINAL AMOUNT OF GBP
IN US DOLLARS OF RELEVANT SECURITIES AS IS EQUAL
TO THE RELEVANT NUMBER MULTIPLIED BY THE DOLLAR
NOMINAL VALUE, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) ; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM OF THE COMPANY
S.3 AMEND ARTICLE 3, 8A, 38, 53 OF THE ARTICLES OF Management For *Management Position Unknown
ASSOCIATION OF THE COMPANY, CONDITIONAL UPON
THE REDUCTION OF CAPITAL REFERRED TO IN RESOLUTION
S.2 TAKING EFFECT AND PRIOR TO THE ALLOTMENT
AND ISSUE OF THE NEW DOLLAR SHARES REFERRED TO
IN RESOLUTION S.2 AS SPECIFIED
o.4 AUTHORIZE THE DIRECTORS, IN ADDITION TO AND WITHOUT Management For *Management Position Unknown
PREJUDICE TO THE OTHER AUTHORITIES CONFERRED
BY RESOLUTION S.2, SUBJECT TO AND WITH EFFECT
FROM THE REDUCTION OF CAPITAL AND ASSOCIATED
MATTERS REFERRED TO IN RESOLUTION S.2 BECOMING
EFFECTIVE THE REDENOMINATION AND IN SUBSTITUTION
FOR THE AUTHORITY GRANTED BY ARTICLE 9.2 OF THE
MIDAS OF ASSOCIATION OF THE COMPANY AS RENEWED
AT THE AGM HELD ON 05 MAY 2005, BUT WITHOUT PREJUDICE
TO ANY PRIOR EXERCISE OF SUCH AUTHORITY, AND
FOR THE PURPOSES OF SECTION 80 OF THE ACT TO
EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT
RELEVANT SECURITIES WITHIN THE MEANING OF THAT
SECTION UP TO AN AGGREGATE, NOMINAL AMOUNT OF
USD 56,115,233 PROVIDED THAT: AUTHORITY THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2006 OR 04 AUG 2006 AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY; ALL AUTHORITIES PREVIOUSLY
CONFERRED UNDER SECTION 80 OF THE ACT BE AND
THEY ARE HEREBY REVOKED, PROVIDED THAT SUCH REVOCATION
SHALL NOT HAVE RETROSPECTIVE EFFECT.
S.5 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For *Management Position Unknown
4 AND IN THE EVENT THAT THE REDENOMINATION SHALL
HAVE BECOME EFFECTIVE, IN RESPECT OF THE DIRECTORS
POWER TO ALLOT SECURITIES OTHERWISE THAN TO
EXISTING SHAREHOLDERS PRO RATA TO THEIR HOLDINGS
GRANTED BY ARTICLE 9.3 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY AS RENEWED AT THE AGM HELD ON
05 MAY 2005, THE SECTION 89 AMOUNT FOR THE
PURPOSES OF ARTICLE 9 OF THE MIDAS OF ASSOCIATION
OF THE COMPANY SHALL BE USD 9,999,385 FOR THE
PERIOD UP TO THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 04 AUG 2006 WHICHEVER IS THE
EARLIER
S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
BY DELETING EXISTING ARTICLES 140 AND 142 OF
THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
INSERTING ARTICLE 140.1, 140.2, 140.3 AND 142
IN THEIR PLACE AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP AGM MEETING DATE: 12/15/2005
ISSUER: Q97417101 ISIN: AU000000WBC1
SEDOL: 0957258, 6076146, 6957393, B01D654, 5412183, 6956527
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Non-Voting Non-Voting *Management Position Unknown
REPORT AND THE AUDIT REPORT OF THE WESTPAC FOR
THE YE 30 SEP 2005
2.a RE-ELECT MR. LEONARD ANDREW DAVIS AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN ACCORDANCE WITH ARTICLES 9.2 AND
9.3 OF THE CONSTITUTION
2.b RE-ELECT MR. DAVID ALEXANDER CRAWFORD AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN ACCORDANCE WITH ARTICLES 9.2 AND
9.3 OF THE CONSTITUTION
S.3 AMEND ARTICLE 9.1 OF THE CONSTITUTION Management For *Management Position Unknown
4. ADOPT THE ANNUAL REMUNERATION REPORT FOR WESTPAC Management For *Management Position Unknown
FOR THE YE 30 SEP 2005
- ------------------------------------------------------------------------------------------------------------------------------------
HILTON GROUP PLC EGM MEETING DATE: 01/27/2006
ISSUER: G45098103 ISIN: GB0005002547
SEDOL: B02SV75, 5474752, 0500254
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE DISPOSAL OF THE ENTIRE ISSUED SHARE Management For *Management Position Unknown
CAPITAL OF LADBROKES GROUP INTERNATIONAL LUXEMBOURG
S.A. AND LADBROKES HOTELS USA CORPORATION AND
THE TRANSFER OF THE ASSOCIATED CONTRACTS AS
SPECIFIED THE CIRCULAR ON THE TERMS AND SUBJECT
TO THE CONDITIONS OF A DISPOSAL AGREEMENT DATED
29 DEC 2005 BETWEEN, INTERALIA, I) THE COMPANY;
AND II) HHC THE DISPOSAL AGREEMENT AS SPECIFIED;
AUTHORIZE THE INDEPENDENT DIRECTORS FOR THE PURPOSES
OF CHAPTER 10 OF THE LISTING RULES OF THE UK
LISTING AUTHORITY AND GENERALLY, AS SPECIFIED
TO CONCLUDE AND IMPLEMENT THE DISPOSAL AGREEMENT
IN ACCORDANCE WITH ITS TERMS AND CONDITIONS AND
TO MAKE SUCH NON MATERIAL MODIFICATIONS, VARIATIONS,
WAIVERS AND EXTENSIONS OF ANY OF THE TERMS OF
THE DISPOSAL AGREEMENT AND ANY OTHER DOCUMENTS
CONNECTED WITH SUCH TRANSACTION AND ARRANGEMENTS
S.2 APPROVE, SUBJECT TO PASSING OF RESOLUTION 1 AND Management For *Management Position Unknown
COMPLETION OF THE DISPOSAL AGREEMENT, THE NAME
OF THE COMPANY BE CHANGED TO LADBROKES PLC
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANZ AG, MUENCHEN EGM MEETING DATE: 02/08/2006
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 5766749, 0048646, 5242487, B030T87, 5479531, 7158333, 0018490, 5231485
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE MERGER PLAN OF 16 DEC 2005, BETWEEN Management For *Management Position Unknown
THE COMPANY AND RIUNIONE ADRIATICA DI SICURTA
SOCIETA PER AZIONI RIUNIONE ADRIATICA DI SICURTA
SOCIETA PER AZIONI WILL BE MERGED INTO THE COMPANY
BY WAY OF MERGER BY ACQUISITION WITHOUT LIQUIDATION
PURSUANT TO ARTICLE 17(2A) OF COUNCIL REGULATION
EC NO. 2157/2001 OF 08 OCT 2001; BEFORE THE
MERGER CAN BECOME EFFECTIVE, RIUNIONE ADRIATICA
DI SICURTA SOCIETA PER AZIONI IS OBLIGED TO TRANSFER
ITS BUSINESS ACTIVITIES TO ITS WHOLLY-OWNED SUBSIDIARY
RAS ITALIA S.P.A. IN ORDER TO ENSURE THAT THE
INSURANCE BUSINESS OF RIUNIONE ADRIATICA DI SICURTA
SOCIETA PER AZIONI WILL NOT BE TRANSFERRED TO
THE COMPANY; AS COMPENSATION FOR THE MERGER SHAREHOLDERS
OF RIUNIONE ADRIATICA DI SICURTA SOCIETA PER
AZIONI WILL RECEIVE EITHER CASH COMPENSATION
- ORDINARY SHAREHOLDERS EUR 16.72 PER SHARE,
PREFERRED SHAREHOLDERS EUR 24.24 PER SHARE OR
SHARES OF THE COMPANY FOR EVERY 19 ORDINARY/PREFERRED
SHARES OF RIUNIONE ADRIATICA DI SICURTA SOCIETA
PER AZIONI 3 REGISTERED NO-PAR SHARES OF THE
COMPANY WILL BE GRANTED TO EVERY SHAREHOLDER
OF RI UNIONE ADRIATICA DI SICURTA SOCIETA PER
AZIONI; UPON THE MERGER BECOMING EFFECTIVE THE
COMPANY SHALL ADOPT THE LEGAL FORM OF A SOCIETAS
EUROPAEA SE
2. APPROVE THE CAPITAL INCREASE IN CONNECTION WITH Management For *Management Position Unknown
THE MERGER AS PER ITEM 1; THE COMPANY S SHARE
CAPITAL SHALL BE INCREASED BY UP TO EUR 64,315,543.04
THROUGH THE ISSUE OF UP TO 25,123,259 NEW REGISTERED
NO-PAR SHARES TO THE OUTSIDE SHAREHOLDERS OF
RIUNIONE ADRIATICA DI SICURTA SOCIETA PER AZIONI;
GRANT 3 SHARES OF THE COMPANY IN EXCHANGE FOR
EVERY 19 ORDINARY/PREFERRED SHARES OF RIUNIONE
ADRIATICA DI SICURTA SOCIETA PER AZIONI
3. APPROVE THE CREATION OF AN AUTHORIZED CAPITAL Management For *Management Position Unknown
2006/I, REVOCATION OF THE AUTHORIZED CAPITAL
2004/I, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL
BY UP TO EUR 450,000,000 THROUGH THE ISSUE OF
NEW REGISTERED NO-PAR SHARES AGAINST PAYMENT
IN CASH AND/OR KIND, ON OR BEFORE 07 FEB 2011;
APPROVE THAT THE SHAREHOLDERS SHALL BE GRANTED
SUBSCRIPTION RIGHTS FOR A CAPITAL INCREASE AGAINST
CASH PAYMENT; SHAREHOLDERS SUBSCRIPTION RIGHTS
MAY BE EXCLUDED FOR RESIDUAL AMOUNTS, IN ORDER
TO GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE
OR WARRANT BONDS, AND FOR THE ISSUE OF SHARE
S AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE OR AGAINST CONTRIBUTIONS IN KIND; APPROVE
THE AUTHORIZED CAPITAL 2004/I SHALL BE REVOKED
IN RESPECT OF ITS UNUSED PORTION OF EUR 424,100,864
4. APPROVE THE CREATION OF AUTHORIZED CAPITAL 2006/II, Management For *Management Position Unknown
REVOCATION OF THE AUTHORIZED CAPITAL 2004/II,
AND THE CORRESPONDING AMENDMENT TO THE ARTICLES
OF ASSOCIATION; AUTHORIZE THE BOARD OF MANAGING
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO INCREASE THE SHARE CAPITAL UP TO EUR
15,000,000 THROUGH THE ISSUE OF NEW REGISTERED
NO-PAR SHARES AGAINST PAYMENT IN CASH, ON OR
BEFORE 07 FEB 2011; APPROVE THAT THE SHAREHOLDERS
SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR THE
ISSUE OF EMPLOYEE SHARES, AND FOR RESIDUAL AMOUNTS;
APPROVE THE AUTHORIZED CAPITAL 2004/II SHALL
BE REVOKED IN RESPECT OF ITS UNUSED PORTION OF
EUR 4,356,736
5. APPROVE TO ISSUE CONVERTIBLE AND/OR WARRANT BONDS, Management For *Management Position Unknown
THE CREATION OF CONTINGENT CAPITAL, AND THE CORRESPONDING;
AMEND THE ARTICLE OF ASSOCIATION; AUTHORIZE THE
SHAREHOLDERS MEETING OF 05 MAY 2004, TO ISSUE
CONVERTIBLE AND/OR WARRANT BONDS SHALL BE REVOKED
AND THE CORRESPONDING CONTINGENT CAPITAL 2004
REDUCED TO EUR 5,632,000; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS, WITH THE CONSENT OF THE
SUPERVISORY BOARD, TO ISSUE BEARER OR REGISTERED
BONDS OF UP TO EUR 10,000,000,000, CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY, ONCE OR MORE THAN ONCE ON OR BEFORE
07 FEB 2011; APPROVE THE SHAREHOLDERS SUBSCRIPTION
RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, IN ORDER
TO GRANT SUCH RIGHTS TO HOLDERS OF PREVIOUSLY
ISSUED BONDS, FOR THE ISSUE OF BOND S CONFERRING
CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF
THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL
AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL
MARKET VALUE, AND FOR THE ISSUE OF BONDS AGAINST
CONTRIBUTIONS IN KIND; APPROVE TO INCREASE THE
COMPANY S SHARE CAPITAL ACCORDINGLY BY UP TO
EUR 250,000,000 THROUGH THE ISSUE OF UP TO 97,656,250
NEW REGISTERED NO-PAR SHARES, IN SO FAR AS CONVERTIBLE
AND/OR OPTION RIGHTS ARE EXERCISED CONTINGENT
CAPITAL 2006
6. APPROVE: TO RENEW THE AUTHORIZATION TO ACQUIRE Management For *Management Position Unknown
OWN SHARES FOR PURPOSES OF SECURITIES TRADING
FINANCIAL INSTITUTIONS IN WHICH THE COMPANY HOLDS
A MAJORITY INTEREST SHALL BE AUTHORIZED TO ACQUIRE
AND SELL SHARES OF THE COMPANY, AT PRICES NOT
DEVIATING MORE THAN 10% FROM THE MARKET PRICE
OF THE SHARES, ON OR BEFORE 07 AUG 2007; THE
TRADING PORTFOLIO OF SHARES TO BE ACQUIRED FOR
SUCH PURPOSE SHALL NOT EXCEED 5% OF THE COMPANY
S SHARE CAPITAL AT THE END OF ANY DAY
7. APPROVE THE AUTHORIZATION TO ACQUIRE OWN SHARES Management For *Management Position Unknown
FOR PURPOSES OTHER THAN SECURITIES TRADING THE
COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES
OF UP TO 10% OF ITS SHARE CAPITAL, THROUGH THE
STOCK EXCHANGE AT A PRICE NOT DIFFERING MORE
THAN 15% FROM THE MARKET PRICE OF THE SHARES,
OR BY WAY OF A REPURCHASE OFFER AT A PRICE NOT
DIFFERING MORE THAN 20% FROM THE MARKET PRICE,
ON OR BEFORE 07 AUG 2007; AUTHORIZE THE BOARD
OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES
IN A MANNER OTHER THAN THE STOCK EXCHANGE OR
AN OFFER TO ALL SHAREHOLDERS IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES,
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY OR ITS AFFILIATES, TO USE UP
TO 173,241 SHARES WITHIN THE SCOPE OF THE 2005
STOCK OPTION PLAN OF RIUNIONE ADRIATICA DI SICURTA
SOCIETA PER AZIONI, AND TO RETIRE THE SHARES
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG, BASEL OGM MEETING DATE: 02/27/2006
ISSUER: H69293217 ISIN: CH0012032048 BLOCKING
SEDOL: 7110388, 7618086, B01DPV3, 7119158
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
2. RATIFY THE BOARD OF DIRECTORS ACTIONS TAKEN Management For *Management Position Unknown
BY ITS MEMBERS IN 2005
3. APPROVE TO VOTE ON THE APPROPRIATION OF AVAILABLE Management For *Management Position Unknown
EARNINGS AS SPECIFIED
4.1 RE-ELECT MR. PETER BRABECK-LETMATHE AS A DIRECTOR Management For *Management Position Unknown
TO THE BOARD FOR A TERM OF 4 YEARS AS SPECIFIED
BY THE ARTICLES OF INCORPORATION
4.2 RE-ELECT DR. DEANNE JULIUS AS A DIRECTOR TO THE Management For *Management Position Unknown
BOARD FOR A TERM OF 4 YEARS AS PROVIDED BY THE
ARTICLES OF INCORPORATION
4.3 RE-ELECT PROF. HORST TELTSCHIK AS A DIRECTOR Management For *Management Position Unknown
TO THE BOARD FOR A TERM OF 4 YEARS AS PROVIDED
BY THE ARTICLES OF INCORPORATION
4.4 RE-ELECT PROF. BEATRICE WEDER DI MAURO AS A NEW Management For *Management Position Unknown
MEMBER OF THE BOARD FOR A TERM OF 4 YEARS AS
PROVIDED BY THE ARTICLES OF INCORPORATION
5. RE-ELECT KPMG KLYNVELD PEAT MARWICK GOERDELER Management For *Management Position Unknown
SA AS STATUTORY AND GROUP AUDITORS FOR THE FY
2006
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting *Management Position Unknown
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
1. APPROVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Management For *Management Position Unknown
AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2005
- ------------------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG, BASEL AGM MEETING DATE: 02/27/2006
ISSUER: H69293217 ISIN: CH0012032048
SEDOL: 7110388, 7618086, B01DPV3, 7119158
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 274753 DUE TO CHANGE IN THE VOTING STATUS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting Non-Voting *Management Position Unknown
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU.
1. APPROVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting Non-Voting *Management Position Unknown
AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2005
2. RATIFY THE BOARD OF DIRECTORS ACTIONS TAKEN Non-Voting Non-Voting *Management Position Unknown
BY ITS MEMBERS IN 2005
3. APPROVE TO VOTE ON THE APPROPRIATION OF AVAILABLE Non-Voting Non-Voting *Management Position Unknown
EARNINGS AS SPECIFIED
4.1 RE-ELECT MR. PETER BRABECK-LETMATHE AS A DIRECTOR Non-Voting Non-Voting *Management Position Unknown
TO THE BOARD FOR A TERM OF 4 YEARS AS SPECIFIED
BY THE ARTICLES OF INCORPORATION
4.2 RE-ELECT DR. DEANNE JULIUS AS A DIRECTOR TO THE Non-Voting Non-Voting *Management Position Unknown
BOARD FOR A TERM OF 4 YEARS AS PROVIDED BY THE
ARTICLES OF INCORPORATION
4.3 RE-ELECT PROF. HORST TELTSCHIK AS A DIRECTOR Non-Voting Non-Voting *Management Position Unknown
TO THE BOARD FOR A TERM OF 4 YEARS AS PROVIDED
BY THE ARTICLES OF INCORPORATION
4.4 RE-ELECT PROF. BEATRICE WEDER DI MAURO AS A NEW Non-Voting Non-Voting *Management Position Unknown
MEMBER OF THE BOARD FOR A TERM OF 4 YEARS AS
PROVIDED BY THE ARTICLES OF INCORPORATION
5. RE-ELECT KPMG KLYNVELD PEAT MARWICK GOERDELER Non-Voting Non-Voting *Management Position Unknown
SA AS STATUTORY AND GROUP AUDITORS FOR THE FY
2006
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL AGM MEETING DATE: 02/28/2006
ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065, B01DMY5, 7105083
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Non-Voting Non-Voting *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL AGM MEETING DATE: 02/28/2006
ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065, B01DMY5, 7105083
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 278759 DUE TO CHANGE IN THE VOTING STATUS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL AGM MEETING DATE: 02/28/2006
ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065, B01DMY5, 7105083
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 282345, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 286862 DUE TO CHANGE IN THE NUMBER OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown
OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2005
2. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown
OF NOVARTIS AG AS SPECIFIED AND A TOTAL DIVIDEND
PAYMENT OF CHF 2,853,181,576 IS EQUIVALENT TO
A GROSS DIVIDEND OF CHF 1.15 PER REGISTERED SHARE
OF CHF 0.50 NOMINAL VALUE ENTITLED TO DIVIDENDS
AS SPECIFIED
4. APPROVE THAT THE SHARE CAPITAL BE REDUCED BY Management For *Management Position Unknown
CHF 5,100,000 FROM CHF 1,369,585,500 TO CHF 1,364,485,500,
THAT THE CORRESPONDING NUMBER OF REGISTERED SHARES
BE SUBSEQUENTLY CANCELLED AND THAT THE RELEVANT
CLAUSE IN THE ARTICLES OF INCORPORATION BE AMENDED;
AND AMEND THE ARTICLE 4 OF THE ARTICLES OF INCORPORATION
AS SPECIFIED
5. AMEND THE ARTICLE 21 PARAGRAPH 3 OF THE ARTICLES Management For *Management Position Unknown
OF INCORPORATION AS SPECIFIED
6.1 APPROVE THE RETIREMENT OF PROF. HELMUT SIHLER Management For *Management Position Unknown
J.D. FROM THE BOARD OF DIRECTORS WITH EFFECT
FROM THE AGM OF 28 FEB 2006
6.2 RE-ELECT PROF. SRIKANT M. DATAR, MR. WILLIAM Management For *Management Position Unknown
W. GEORGE, DR. ING, MR. WENDELIN WIEDEKING AND
PROF. ROLF M. ZINKERNAGEL M.D. FOR A THREE-YEAR
TERM EACH AS THE DIRECTORS
6.3 ELECT MR. ANDREAS VON PLANTA PH.D. AS A DIRECTOR Management For *Management Position Unknown
FOR A THREE-YEAR TERM
7. APPOINT PRICEWATERHOUSECOOPERS AG AS THE AUDITORS Management For *Management Position Unknown
AND THE GROUP AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
STRAUMANN HOLDING AG, BASEL OGM MEETING DATE: 03/24/2006
ISSUER: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: B0QZC80, 7156832, B038BG3
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US
NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
STRAUMANN HOLDING AG, BASEL AGM MEETING DATE: 03/24/2006
ISSUER: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: B0QZC80, 7156832, B038BG3
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 288771, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
1. RECEIVE THE BUSINESS REPORT 2005 AND THE REPORTS Management For *Management Position Unknown
OF THE AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE ANNUAL REPORT 2005, THE ANNUAL FINANCIAL Management For *Management Position Unknown
STATEMENTS 2005 AND THE CONSOLIDATED FINANCIAL
STATEMENTS 2005
3. APPROVE THE APPROPRIATION OF THE AVAILABLE EARNINGS Management For *Management Position Unknown
4. GRANT DISCHARGE THE BOARD OF DIRECTORS Management For *Management Position Unknown
5. ELECT MR. OSKAR RONNER AS A DIRECTOR Management For *Management Position Unknown
6. APPOINT PRICEWATERHOUSECOOPERS AG AS THE AUDITORS Management For *Management Position Unknown
AND THE GROUP AUDITORS FOR 2006
* NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting Non-Voting *Management Position Unknown
DIRECTOR AND AUDITORS NAMES. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
LADBROKES PLC EGM MEETING DATE: 03/29/2006
ISSUER: G5337D115 ISIN: GB0005002547
SEDOL: 0500254, B02SV75, 5474752
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. DECLARE, SUBJECT TO FILING SUCH INTERIM ACCOUNTS Management For *Management Position Unknown
WITH THE REGISTRAR OF COMPANIES AS ARE NECESSARY
LAWFULLY TO PAY SUCH DIVIDEND AND SUBJECT TO,
AND CONDITIONAL ON, THE PASSING OF RESOLUTION
5, A FINAL DIVIDEND OF 6.6 PENCE PER EXISTING
ORDINARY SHARE OF 10 PENCE IN THE CAPITAL OF
THE COMPANY EXISTING ORDINARY SHARE FOR PAYMENT
ON 25 APR 2006 OR SUCH OTHER DATE AS THE DIRECTORS
MAY DETERMINE TO ORDINARY SHAREHOLDERS ON THE
REGISTER OF MEMBERS, OR, IN RESPECT OF NEWLY
ISSUED ORDINARY SHARES, ENTITLED TO BE ON THE
REGISTER OF MEMBERS
2. DECLARE, SUBJECT TO FILING SUCH INTERIM ACCOUNTS Management For *Management Position Unknown
WITH THE REGISTRAR OF COMPANIES AS ARE NECESSARY
LAWFULLY TO PAY SUCH DIVIDEND AND SUBJECT TO,
AND CONDITIONAL UPON, THE PASSING OF RESOLUTIONS
3 AND S.5, A SPECIAL DIVIDEND OF 233.4 PENCE
PER EXISTING ORDINARY SHARE IN ISSUE FOR THE
PAYMENT ON 25 APR 2006 OR SUCH OTHER DATE AS
THE DIRECTORS MAY DETERMINE TO SHAREHOLDERS
ON THE REGISTER OF MEMBERS, OR, IN RESPECT OF
NEWLY ISSUED ORDINARY SHARES, ENTITLED TO BE
ON THE REGISTER OF MEMBERS
3. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For *Management Position Unknown
PASSING OF RESOLUTIONS 2 AND S.5, AND UPON THE
ADMISSION OF THE NEW ORDINARY SHARES TO THE OFFICIAL
LIST OF THE UK LISTING AUTHORITY AND THE ADMISSION
TO THE TRADING ON THE LONDON STOCK EXCHANGE,
TO: A) TO SUB-DIVIDE EACH ISSUED AND AUTHORIZED
BUT UNISSUED EXISTING ORDINARY SHARE INTO 6 ORDINARY
SHARES OF 1 2/3RD PENCE EACH IN THE CAPITAL
OF THE COMPANY INTERMEDIATE ORDINARY SHARES
; B) TO CONSOLIDATE EVERY 17 ISSUED INTERMEDIATE
ORDINARY SHARES INTO 1 NEW ORDINARY SHARE OF
28 1/3RD PENCE EACH IN THE CAPITAL OF THE COMPANY
NEW ORDINARY SHARES ON TERMS THAT THE DIRECTORS
ARE EMPOWERED TO DEAL WITH THE FRACTIONAL ENTITLEMENTS
IN ACCORDANCE WITH THE COMPANY S ARTICLES OF
ASSOCIATION; AND C) TO CONSOLIDATE EVERY 17 OF
THE AUTHORIZED BUT UNISSUED INTERMEDIATE ORDINARY
SHARES INTO 1 AUTHORIZED BUT UNISSUED NEW ORDINARY
SHARE
S.4 AUTHORIZE THE COMPANY, SUBJECT TO AND CONDITIONAL Management For *Management Position Unknown
UPON THE PASSING OF RESOLUTIONS 2 AND S.5, TO
MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES
ACT 1985 OF UP TO 57,254,485 NEW ORDINARY SHARES,
AT A MINIMUM PRICE OF 28 1/3RD PENCE AND UP TO
105% OF THE AVERAGE OF THE CLOSING MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
S.5 APPROVE AND ADOPT THE REGULATIONS AS THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION
FOR AND TO THE EXCLUSION OF ALL EXISTING ARTICLES
OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
CANON INC AGM MEETING DATE: 03/30/2006
ISSUER: J05124144 ISIN: JP3242800005
SEDOL: 5485271, B021CR1, 6172323
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY32.5, FINAL JY 67.5, SPECIAL
JY 0
2 AMEND ARTICLES TO: INCREASE NUMBER OF INTERNAL Management For *Management Position Unknown
AUDITORS
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
3.3 ELECT DIRECTOR Management For *Management Position Unknown
3.4 ELECT DIRECTOR Management For *Management Position Unknown
3.5 ELECT DIRECTOR Management For *Management Position Unknown
3.6 ELECT DIRECTOR Management For *Management Position Unknown
3.7 ELECT DIRECTOR Management For *Management Position Unknown
3.8 ELECT DIRECTOR Management For *Management Position Unknown
3.9 ELECT DIRECTOR Management For *Management Position Unknown
3.10 ELECT DIRECTOR Management For *Management Position Unknown
3.11 ELECT DIRECTOR Management For *Management Position Unknown
3.12 ELECT DIRECTOR Management For *Management Position Unknown
3.13 ELECT DIRECTOR Management For *Management Position Unknown
3.14 ELECT DIRECTOR Management For *Management Position Unknown
3.15 ELECT DIRECTOR Management For *Management Position Unknown
3.16 ELECT DIRECTOR Management For *Management Position Unknown
3.17 ELECT DIRECTOR Management For *Management Position Unknown
3.18 ELECT DIRECTOR Management For *Management Position Unknown
3.19 ELECT DIRECTOR Management For *Management Position Unknown
3.20 ELECT DIRECTOR Management For *Management Position Unknown
3.21 ELECT DIRECTOR Management For *Management Position Unknown
3.22 ELECT DIRECTOR Management For *Management Position Unknown
3.23 ELECT DIRECTOR Management For *Management Position Unknown
3.24 ELECT DIRECTOR Management For *Management Position Unknown
3.25 ELECT DIRECTOR Management For *Management Position Unknown
3.26 ELECT DIRECTOR Management For *Management Position Unknown
4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown
5 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For *Management Position Unknown
STATUTORY AUDITOR
- ------------------------------------------------------------------------------------------------------------------------------------
TOKAI CARBON CO LTD AGM MEETING DATE: 03/30/2006
ISSUER: J85538106 ISIN: JP3560800009
SEDOL: 6894003, B05PNS8
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown
DIVIDENDS: INTERIM JY3, FINAL JY 3, SPECIAL JY
0
2 AMEND ARTICLES TO: DECREASE MAXIMUM BOARD SIZE Management For *Management Position Unknown
3.1 ELECT DIRECTOR Management For *Management Position Unknown
3.2 ELECT DIRECTOR Management For *Management Position Unknown
4 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management For *Management Position Unknown
SPECIAL PAYMENTS TO CONTINUINGDIRECTORS AND STATUTORY
AUDITORS IN CONNECTION WITH ABOLITION OF RETIREMENT
BONUS SYSTEM
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown
CEILINGS FOR DIRECTORS ANDSTATUTORY AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBR Annual Meeting Date: 04/03/2006
Issuer: 71654V ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
A1 APPROVAL OF THE MANAGEMENT REPORT, FINANCIAL Management For For
STATEMENTS AND AUDIT COMMITTEE S OPINION FOR
THE FISCAL YEAR 2005.
A2 APPROVAL OF THE CAPITAL EXPENDITURE BUDGET FOR Management For For
THE FISCAL YEAR 2006.
A3 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE Management For For
FISCAL YEAR 2005.
A4 APPROVAL OF THE ELECTION OF MEMBERS OF THE BOARD Management For For
OF DIRECTORS.*
A5 APPROVAL OF THE ELECTION OF CHAIRMAN OF THE BOARD Management For For
OF DIRECTORS.*
A6 APPROVAL OF THE ELECTION OF MEMBERS OF THE FISCAL Management For For
COUNCIL AND THEIR RESPECTIVE SUBSTITUTES.*
A7 APPROVAL OF THE ESTABLISHMENT OF THE MANAGEMENT Management For For
COMPENSATION, AS WELL AS THEIR PARTICIPATION
IN THE PROFITS PURSUANT TO ARTICLES 41 AND 56
OF THE COMPANY S BYLAWS, AS WELL OF MEMBERS OF
THE FISCAL COUNCIL.
E1 APPROVAL OF THE INCREASE IN THE CAPITAL STOCK Management For For
THROUGH THE INCORPORATION OF PART OF THE REVENUE
RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS
AMOUNTING TO R$ 15.352 MILLION, INCREASING THE
CAPITAL STOCK FROM R$ 32,896 MILLION TO R$ 48.248
MILLION WITHOUT ANY CHANGE TO THE NUMBER OF ISSUED
SHARES PURSUANT TO ARTICLE 40, ITEM III OF THE
COMPANY S BYLAWS.
- ------------------------------------------------------------------------------------------------------------------------------------
BOUYGUES, PARIS EGM MEETING DATE: 04/12/2006
ISSUER: F11487125 ISIN: FR0000120503 BLOCKING
SEDOL: B01JBX5, 2696612, 4067528, 7164028, B0Z6VY3, B043HB4, 4002121, 4115159
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
26 APR 2006 AT 1430. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU
* REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING Non-Voting Non-Voting *Management Position Unknown
DATE, DEPENDS ON COMPANY S BY-LAWS.BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS.THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE
BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS
A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THIS IS A SGM. THANK YOU. Non-Voting Non-Voting *Management Position Unknown
1. APPROVE THE RECONSTRUCTION OF CERTIFICATES OF Management Take No Action *Management Position Unknown
INVESTMENT AND THE CERTIFICATES OF RIGHT TO VOTE
IN SHARES
2. GRANT POWERS FOR FORMALITIES Management Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS MIX MEETING DATE: 04/19/2006
ISSUER: F90676101 ISIN: FR0000131708 BLOCKING
SEDOL: 4122018, B06PC80, 4874160
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 APR 2006. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
* REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING Non-Voting Non-Voting *Management Position Unknown
DATE, DEPENDS ON COMPANY S BY-LAWS.BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS.THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE
BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS
A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS GENERAL REPORT, COMPANY S FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2005, AS PRESENTED AND SHOWING NET INCOME
OF EUR 105,742,366.48
O.2 APPROVE THE INCOME FOR THE FY: EUR 105,742,366.48; Management Take No Action *Management Position Unknown
LEGALE RESERVE: EUR 0.00 AS IT ALREADY CORRESPONDS
01 TO 10TH OF THE SHARE CAPITAL ; DISTRIBUTABLE
INCOME: EUR 135,411,278.62 TAKING INTO ACCOUNT
THE AVAILABLE RETAINED EARNINGS AMOUNTING TO
EUR 29,688,912.14; TOTAL DIVIDEND: EUR 90,964,238.24
ON THE BASIS OF 98,874,172 SHARES COMPOSING
THE SHARE CAPITAL ON 31 DEC 2005 ; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.92 PER SHARE,
AND WILL ENTITLE TO THE 40% ALLOWANCE PROVIDED
BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE
PAID BY CASH ON 03 MAY 2006
O.3 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 ET SEQUENCE
OF THE FRENCH COMMERCIAL CODE, THE AGREEMENTS
ENTERED INTO OR WHICH REMAINED IN FORCE DURING
THE FY
O.5 GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management Take No Action *Management Position Unknown
OF THEIR DUTIES DURING THE SAID FY
O.6 APPROVE TO AWARD THE BOARD OF DIRECTORS TOTAL Management Take No Action *Management Position Unknown
ANNUAL FEES OF EUR 300,000.00 AND AUTHORIZE THE
BOARD TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS AUTHORIZATION
SUPERSEDES THE GRANTED BY THE SHAREHOLDERS MEETING
OF 29 APR 2004 IN ITS RESOLUTION 6
O.7 AUTHORIZE THE BOARD OF DIRECTORS FOR A PERIOD Management Take No Action *Management Position Unknown
OF 18 MONTHS, TO BUY THE COMPANY S SHARES ON
THE OPEN MARKET ON THE CONDITIONS DESCRIBED BELOW:
MAXIMUM PURCHASE PRICE: EUR 75.00, MINIMUM SALE
PRICE: EUR 35.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 9,887,417 AND MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 741,556,275.00; SHOULD
THE SHARE CAPITAL INCREASE BY WAY OF CAPITALIZING
RESERVES, PROFITS OR PREMIUMS OR OTHER MEANS,
RESULTING EITHER IN THE RAISING OF THE PAR VALUE,
OF IN THE ISSUING BONUS SHARES OF EXISTING SHARES,
THE BOARD OF DIRECTORS SHALL BE ALLOWED TO ADJUST
THE PURCHASE AND SELLING PRICES ABOVE MENTIONED;
THE SHAREHOLDERS MEETING DELEGATES ALL POWERS
TO THE BOARD TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
THE CAPITAL, ON ONE OR MORE OCCASIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
15,000,000.00, BY ISSUANCE, WITHOUT PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES
AND SECURITIES, GIVING ACCESS TO THE CAPITAL
OR GIVING RIGHTS TO DEBT SECURITIES; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE
ISSUED SHALL NOT EXCEED EUR 2,500,000,000.00;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; SAID DELEGATION OF
POWERS TO THE BOARD OF DIRECTORS GRANTED FROM
THE PRESENT MEETING ON, FOR A PERIOD EQUAL TO
THE TIME, ISSUED FROM THE SECOND RESOLUTION OF
THE EGM OF 29 APR 2005 STILL TO BE RUN YET NOT
EXCEEDING 28 JUN 2007
E.9 APPROVE TO INCREASE THE NUMBER OF SECURITIES Management Take No Action *Management Position Unknown
TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE,
FOR EACH OF THE ISSUES WITH OR WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHT OF SHAREHOLDERS, IN ACCORDANCE
WITH THE SECOND RESOLUTION OF THE EGM 29 APR
2005 AND RESOLUTION 8 OF THE PRESENT MEETING,
THE NUMBER OF SECURITIES MAY BE INCREASED AT
THE SAME PRICE AS THE INITIAL ISSUE, SAID DELEGATION
OF POWERS TO THE BOARD OF DIRECTORS IS GRANTED
FROM THE PRESENT MEETING ON, FOR A PERIOD EQUAL
TO THE TIME STILL TO BE RUN, ISSUED FROM THE
2 RESOLUTION OF THE EGM OF 29 APR 2005 YET NOT
EXCEEDING 28 JUN 2007
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management Take No Action *Management Position Unknown
FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES,
THEY MAY NOT REPRESENT MORE THAN 1% DELEGATION
IS GIVEN FOR A 28-MONTH PERIOD, AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF MEMBERS
OF A COMPANY SAVINGS PLAN, THIS DELEGATION IS
GIVEN FOR A 26-MONTH PERIOD AND FOR AN AMOUNT
THAT SHALL NOT EXCEED 3% OF THE SHARE CAPITAL
OF THE COMPANY AND TO TAKE ALL NECESSARY MEASUREMENTS
AND ACCOMPLISH ALL NECESSARY FORMALITIES, THIS
DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT
E.12 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action *Management Position Unknown
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW
- ------------------------------------------------------------------------------------------------------------------------------------
UBS AG OGM MEETING DATE: 04/19/2006
ISSUER: H8920M855 ISIN: CH0012032030 BLOCKING
SEDOL: 2193607, 6377861, B11S076, B014XH8, 2782179, 7126114
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
UBS AG OGM MEETING DATE: 04/19/2006
ISSUER: H8920M855 ISIN: CH0012032030 BLOCKING
SEDOL: 2193607, 6377861, B11S076, B014XH8, 2782179, 7126114
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Voting *Management Position Unknown
OF THE NAMES OF THE AUDITORS. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING 292933, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. APPROVE THE ANNUAL REPORT, THE GROUP AND THE Management Take No Action *Management Position Unknown
PARENT COMPANY ACCOUNTS FOR FY 2005 REPORTS OF
THE GROUP AND THE STATUTORY AUDITORS
2. APPROVE THE APPROPRIATION OF THE RETAINED EARNINGS, Management Take No Action *Management Position Unknown
DIVIDEND FOR FY 2005
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management Take No Action *Management Position Unknown
DIRECTORS AND THE GROUP EXECUTIVE BOARD
4.1.1 RE-ELECT MR. ROLF A. MEYER AS A BOARD MEMBER Management Take No Action *Management Position Unknown
4.1.2 RE-ELECT MR. ERNESTO BERTARELLI AS A BOARD MEMBER Management Take No Action *Management Position Unknown
4.2.1 ELECT MR. GABRIELLE KAUFMANN-KOHLER AS A BOARD Management Take No Action *Management Position Unknown
MEMBER
4.2.2 ELECT MR. JOERG WOLLE AS A BOARD MEMBER Management Take No Action *Management Position Unknown
4.3 RATIFY ERNST & YOUNG AS THE AUDITORS Management Take No Action *Management Position Unknown
4.4 RATIFY BDO VISURA AS THE SPECIAL AUDITORS Management Take No Action *Management Position Unknown
5.1 APPROVE THE CANCELLATION OF SHARES REPURCHASED Management Take No Action *Management Position Unknown
UNDER THE 2005/2006 SHARE BUYBACK PROGRAM
5.2 APPROVE THE NEW SHARE BUY BACK PROGRAM FOR 2006/2007 Management Take No Action *Management Position Unknown
5.3 APPROVE 1-TIME PAYOUT IN THE FORM OF A PAR VALUE Management Take No Action *Management Position Unknown
REPAYMENT
5.4 APPROVE THE SHARE SPLIT Management Take No Action *Management Position Unknown
5.5.1 AMEND ARTICLE 4 PARAGRAPH 1 AND ARTICLE 4A OF Management Take No Action *Management Position Unknown
THE ARTICLES OF ASSOCIATION
5.5.2 APPROVE THE REDUCTION OF THE THRESHOLD VALUE Management Take No Action *Management Position Unknown
FOR AGENDA ITEM REQUESTS ARTICLE 12 PARAGRAPH
1 OF THE ARTICLES OF ASSOCIATION
6. APPROVE TO CREATE CONDITIONAL CAPITAL AND AMEND Management Take No Action *Management Position Unknown
ARTICLE 4A PARAGRAPH 2 OF THE ARTICLES OF ASSOCIATION
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Voting *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIASET SPA OGM Meeting Date: 04/20/2006
Issuer: T6688Q107 ISIN: IT0001063210 BLOCKING
SEDOL: 5077946, 5474774
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting Non-Voting *Management Position Unknown
YOU
* PLEASE NOTE THAT THE MEETING TO BE HELD ON 19 Non-Voting Non-Voting *Management Position Unknown
APR 2006 HAS BEEN POSTPONED TO 20 APR 2006. PLEASE
ALSO NOTE THE NEW CUTOFF DATE 14 APR 2006. IF
YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.A.1 APPROVE BALANCE SHEET REPORT AS OF 31 DEC 05, Management Take No Action *Management Position Unknown
THE BOARD OF DIRECTORS REPORT ON MANAGEMENT
S ACTIVITY, THE INTERNAL AND EXTERNAL AUDITORS
REPORTS; RESOLUTIONS RELATED THERE TO
O.A.2 APPROVE EARNINGS DISTRIBUTION, RESOLUTIONS RELATED Management Take No Action *Management Position Unknown
THERE TO
O.B RECEIVE CONSOLIDATED BALANCE SHEET REPORT AS Management Take No Action *Management Position Unknown
OF 31 DEC 05, THE BOARD OF DIRECTORS AND INTERNAL
AUDITORS REPORTS
O.C.3 APPROVE THE NUMBER OF MEMBERS OF THE BOARD OF Management Take No Action *Management Position Unknown
DIRECTORS
O.C.4 APPROVE THE DIRECTORS TERM OF OFFICE Management Take No Action *Management Position Unknown
O.C.5 APPROVE THE BOARD OF DIRECTORS EMOLUMENT Management Take No Action *Management Position Unknown
O.C.6 APPOINT THE DIRECTORS Management Take No Action *Management Position Unknown
O.C.7 APPOINT THE BOARD OF DIRECTORS CHAIRMAN Management Take No Action *Management Position Unknown
O.D.8 APPROVE TO SET UP A STOCK OPTION PLAN IN FAVOR Management Take No Action *Management Position Unknown
OF THE COMPANY AND THE ASSOCIATES COMPANIES
EMPLOYEES; RESOLUTIONS RELATED THERE TO
O.E.9 AUTHORIZE THE BOARD OF DIRECTORS TO BUY AND SELL Management Take No Action *Management Position Unknown
OWN SHARES, ALSO TAKING INTO CONSIDERATION THE
STOCK OPTIONS PLANS; RESOLUTIONS RELATED THERE
TO
E.F10 AMEND SOME BYLAW S ARTICLES AND APPROVE TO INTRODUCE Management Take No Action *Management Position Unknown
A NEW ONE, ALSO IN ACCORDANCE WITH THE PROVISIONS
OF THE LAW NUMBER 262 OF 28 DEC 05; TO RENUMBER
BYLAW S ARTICLES AND ADOPT A NEW COMPLETE TEXT
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Voting *Management Position Unknown
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* PLEASE NOTE THAT THE MEETING TO BE HELD ON 19 Non-Voting Non-Voting *Management Position Unknown
APR 2006 HAS BEEN POSTPONED TO 20 APR 2006. PLEASE
ALSO NOTE THE NEW CUTOFF DATE 14 APR 2006. IF
YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
SYNTHES INC AGM Meeting Date: 04/20/2006
Issuer: 87162M409 ISIN: US87162M4096 BLOCKING
SEDOL: B017QZ6, B014635
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. APPROVE THE REPORT ON THE BUSINESS YEAR 2005 Management Take No Action *Management Position Unknown
2. APPROVE UNIVERSITY PROFESSOR DR. NORBERT HAAS, Management Take No Action *Management Position Unknown
CHARITE, BERLIN AS A GUEST SPEAKER
3. APPROVE THE REPORT ON THE FY, THE ANNUAL ACCOUNTS Management Take No Action *Management Position Unknown
AND THE CONSOLIDATED ACCOUNTS FOR 2005
4. RECEIVE THE REPORT ON DIVIDEND APPROVED BY THE Management Take No Action *Management Position Unknown
BOARD OF DIRECTORS
5. ELECT THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
6. RATIFY THE SELECTION OF HOLDING COMPANY AND THE Management Take No Action *Management Position Unknown
GROUP AUDITORS FOR 2006
7. MISCELLANEOUS Other Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
SYNTHES INC AGM MEETING DATE: 04/20/2006
ISSUER: 87162M409 ISIN: US87162M4096 BLOCKING
SEDOL: B017QZ6, B014635
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 282150 DUE TO RECEIPT OF PAST RECORD DATE.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE REPORT ON THE BUSINESS YEAR 2005 Management Take No Action *Management Position Unknown
2. APPROVE UNIVERSITY PROFESSOR DR. NORBERT HAAS, Management Take No Action *Management Position Unknown
CHARITE, BERLIN AS A GUEST SPEAKER
3. APPROVE THE REPORT ON THE FY, THE ANNUAL ACCOUNTS Management Take No Action *Management Position Unknown
AND THE CONSOLIDATED ACCOUNTS FOR 2005
4. RECEIVE THE REPORT ON DIVIDEND APPROVED BY THE Management Take No Action *Management Position Unknown
BOARD OF DIRECTORS
5. ELECT THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
6. RATIFY THE SELECTION OF HOLDING COMPANY AND THE Management Take No Action *Management Position Unknown
GROUP AUDITORS FOR 2006
7. MISCELLANEOUS Other Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL AGM MEETING DATE: 04/20/2006
ISSUER: F7063C114 ISIN: FR0000127771 BLOCKING
SEDOL: B0CR3H6, B11SBW8, 4841379, B0334V4, 4834777, 4863470, 4859587
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-86
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
IMPLEMENTATION OF AN ADDITIVE PENSION PLAN IN
FAVOUR OF THE EXECUTIVE COMMITTEE S MEMBERS,
HOLDER OF AN EMPLOYMENT CONTRACT SUBJECTED TO
THE FRENCH LAW
O.6 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-86
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
CONTRACT OF SERVICE BETWEEN THE VIVENDI UNIVERSAL
AND THE COMPANY OF THE POLISH LAW, CONSEIL DG
O.7 APPROVE THE RECOMMENDATION OF THE EXECUTIVE COMMITTEE Management Take No Action *Management Position Unknown
AND RESOLVE THE DISTRIBUTABLE INCOME FOR THE
FY BE APPROPRIATED AS FOLLOWS: ORIGINS INCOME
FOR THE FY: EUR 6,675,241,474.31, PRIOR RETAINED
EARNINGS: EUR 5,110,752,302.45, TOTAL: EUR 11,785,993,776.76,
ALLOCATION LEGAL RESERVE: EUR 248,892,162.85,
TOTAL DIVIDEND: EUR 1,146,735,727.00, RETAINED
EARNINGS: EUR 10,390,365,886.91; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.00 PER SHARE
AND WILL ENTITLE NATURAL PERSONS TO THE 40% ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 04 MAY 2006 AS
REQUIRED BY THE LAW
O.8 APPROVE TO RENEW THE APPPOINTMENT OF MR. FERNANDO Management Take No Action *Management Position Unknown
FALCO AS A MEMBER OF THE SUPERVISORY BOARD FOR
A 4-YEAR PERIOD
O.9 APPROVE TO RENEW THE APPPOINTMENT OF MR. GABRIEL Management Take No Action *Management Position Unknown
HAWAWINI AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
O.10 APPROVE TO RENEW THE APPPOINTMENT OF COMPANY Management Take No Action *Management Position Unknown
BARBIER FRINAULT ET AUTRES AS A STATUTORY AUDITOR
FOR A 6-YEAR PERIOD
O.11 APPOINT THE COMPANY AUDITEX AS A DEPUTY AUDITOR Management Take No Action *Management Position Unknown
FOR A 6-YEAR PERIOD
* PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting *Management Position Unknown
THANK YOU.
O.12 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management Take No Action *Management Position Unknown
FOR THE AUTHORITY GRANTED BY THE SHAREHOLDERS
MEETING ON 28 APR 2005, TO BUYBACK THE COMPANY
S SHARES ON THE OPEN MARKET IN 1 OR SEVERAL TIMES,
INCLUDING IN A PERIOD OF A PUBLIC OFFER, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 35.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, TOTAL
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 2,980,000,000.00
AUTHORITY EXPIRES AT THE END OF 18 MONTHS AND
APPROVE TO DELEGATE ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.13 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management Take No Action *Management Position Unknown
SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND AT
ITS SOLE DISCRETION, BY CANCELING ALL OR PART
OF THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM
OF 10% OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD
AND APPROVE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.14 GRANT ALL POWERS TO THE BEARER OF AN ORIGINAL, Management Take No Action *Management Position Unknown
A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY THE LAW
* REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING Non-Voting Non-Voting *Management Position Unknown
DATE, DEPENDS ON COMPANY S BY-LAWS.BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS.THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE
BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS
A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
E.1 APPROVE TO CHANGE THE COMPANY S CORPORATE NAME Management Take No Action *Management Position Unknown
AND AMEND ARTICLE 1 FORM-CORPORATE NAME-LEGALIZATION-TERM
OF THE BY-LAWS AS FOLLOWS: THE CORPORATE NAME
IS VIVENDI, REPLACING VIVENDI UNIVERSAL
O.2 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management Take No Action *Management Position Unknown
AND THE AUDITORS ONE AND APPROVE THE COMPANY
S FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YE IN 2005, AS PRESENTED
O.3 RECEIVE THE REPORTS OF THE EXECUTIVE AND THE Management Take No Action *Management Position Unknown
AUDITORS AND APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
IN THE MEETING
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-86
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
AGREEMENTS ENTERED INTO AND WHICH REMAINED IN
FORCE DURING THE FY
- ------------------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL MIX Meeting Date: 04/20/2006
Issuer: F7063C114 ISIN: FR0000127771 BLOCKING
SEDOL: B0CR3H6, B11SBW8, 4841379, B0334V4, 4834777, 4863470, 4859587
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING Non-Voting Non-Voting *Management Position Unknown
DATE, DEPENDS ON COMPANY S BY-LAWS.BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS.THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE
BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS
A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 284584 DUE TO CHANGE IN NUMBER OF RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
E.1 APPROVE TO CHANGE THE COMPANY S CORPORATE NAME Management Take No Action *Management Position Unknown
AND AMEND ARTICLE 1 FORM-CORPORATE NAME-LEGALIZATION-TERM
OF THE BY-LAWS AS FOLLOWS: THE CORPORATE NAME
IS VIVENDI, REPLACING VIVENDI UNIVERSAL
O.2 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management Take No Action *Management Position Unknown
AND THE AUDITORS ONE AND APPROVE THE COMPANY
S FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YE IN 2005, AS PRESENTED
O.3 RECEIVE THE REPORTS OF THE EXECUTIVE AND THE Management Take No Action *Management Position Unknown
AUDITORS AND APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
IN THE MEETING
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-86
OF THE FRENCH COMMERCIAL CODE AND APPROVE THE
AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE THE RECOMMENDATION OF THE EXECUTIVE COMMITTEE Management Take No Action *Management Position Unknown
AND RESOLVE THE DISTRIBUTABLE INCOME FOR THE
FY BE APPROPRIATED AS FOLLOWS: ORIGINS INCOME
FOR THE FY: EUR 6,675,241,474.31, PRIOR RETAINED
EARNINGS: EUR 5,110,752,302.45, TOTAL: EUR 11,785,993,776.76,
ALLOCATION LEGAL RESERVE: EUR 248,892,162.85,
TOTAL DIVIDEND: EUR 1,146,735,727.00, RETAINED
EARNINGS: EUR 10,390,365,886.91; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.00 PER SHARE
AND WILL ENTITLE NATURAL PERSONS TO THE 40% ALLOWANCE;
THIS DIVIDEND WILL BE PAID ON 04 MAY 2006 AS
REQUIRED BY THE LAW
O.6 APPROVE TO RENEW THE APPOINTMENT OF MR. FERNANDO Management Take No Action *Management Position Unknown
FALCO Y FERNANDEZ DE CORDOVAAS A MEMBER OF THE
SUPERVISORY BOARD FOR A 4-YEAR PERIOD
O.7 APPROVE TO RENEW THE APPOINTMENT OF MR. GABRIEL Management Take No Action *Management Position Unknown
HAWAWINI AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
O.8 APPROVE TO RENEW THE APPOINTMENT OF COMPANY BARBIER Management Take No Action *Management Position Unknown
FRINAULT ET AUTRES AS A STATUTORY AUDITOR FOR
A 6-YEAR PERIOD
O.9 APPOINT THE COMPANY AUDITEX AS A DEPUTY AUDITOR Management Take No Action *Management Position Unknown
FOR A 6-YEAR PERIOD BY REPLACING MR. MAXIME PETIET
O.10 AUTHORIZE THE EXECUTIVE COMMITTEE TO BUYBACK Management Take No Action *Management Position Unknown
THE COMPANY S SHARES ON THE OPENMARKET IN ON
OR SEVERAL TIMES, INCLUDING IN A PERIOD OF A
PUBLIC OFFER, SUBJECT TO THE CONDITIONS DESCRIBED
BELOW: MAXIMUM PURCHASE PRICE: EUR 35.00, MAXIMUM
NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE SHARE
CAPITAL, TOTAL FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 2,980,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS AND APPROVE TO DELEGATE ALL
POWERS TO THE EXECUTIVE COMMITTEE TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AND THIS AUTHORIZATION SUPERSEDES,
FOR THE REMAINING PERIOD, THE ONE GRANTED BY
THE SHAREHOLDERS MEETING OF 28 APR 2005
O.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management Take No Action *Management Position Unknown
SHARE CAPITAL, ON ONE OR MOREOCCASION AND AT
ITS SOLE DISCRETION, BY CANCELING ALL OR PART
OF THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM
OF 10% OF THE SHARE CAPITAL OVER A 24 MONTH PERIOD;
AND APPROVE TO DELEGATE ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.12 GRANT ALL POWERS TO THE BEARER OF AN ORIGINAL, Management Take No Action *Management Position Unknown
A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY THE LAW
- ------------------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON EGM MEETING DATE: 04/20/2006
ISSUER: G9826T102 ISIN: GB0031411001
SEDOL: B06JJ58, 7320790, B02QZN3, 3141100
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE PROPOSED ACQUISITION ON THE TERMS Management For *Management Position Unknown
AND SUBJECT TO THE CONDITIONS OF THE ACQUISITION
AGREEMENT AND AUTHORIZE THE BOARD OF DIRECTORS
OF THE COMPANY TO TAKE ALL SUCH STEPS AS IT CONSIDERS
NECESSARY, EXPEDIENT OR DESIRABLE TO EFFECT THE
PROPOSED ACQUISITION OR OTHERWISE IN CONNECTION
WITH THE PROPOSED ACQUISITION AND ANY MATTER
INCIDENTAL TO THE PROPOSED ACQUISITION AND TO
WAIVE, AMEND, VARY, REVISE OR EXTEND ANY OF SUCH
TERMS AND CONDITIONS AS IT MAY CONSIDER TO BE
APPROPRIATE
- ------------------------------------------------------------------------------------------------------------------------------------
ANGLO AMERN PLC AGM MEETING DATE: 04/25/2006
ISSUER: G03764100 ISIN: GB0004901517
SEDOL: 2947473, 6382058, 6152972, 0490151, 5699663, 6367709, 7116784
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For *Management Position Unknown
AND THE GROUP AND THE REPORTS OF THE DIRECTORS
AND THE AUDITORS FOR THE YE 31 DEC 2005
2. APPROVE TO DECLARE A FINAL DIVIDEND OF 95 US Management For *Management Position Unknown
CENTS INCLUDING A SPECIAL DIVIDEND OF 33 US
CENTS PER ORDINARY SHARE
3. ELECT MR. PETER WOICKE AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
4. ELECT MR. MAMPHELA RAMPHELE AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
5. RE-ELECT MR. DAVID CHALLEN AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT MR. FRED PHASWANA AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
7. RE-ELECT SIR MARK MOODY-STUART AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY FOR THE ENSUING YEAR
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
10. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2005
s.14 AMEND ARTICLE 70 OF THE COMPANY S ARTICLES OF Management For *Management Position Unknown
ASSOCIATION BY INCREASING THE MAXIMUM NUMBER
OF DIRECTORS FROM 16 TO 18
11. APPROVE TO RENEW THE AUTHORITY TO ALLOT RELEVANT Management For *Management Position Unknown
SECURITIES CONFERRED ON THE DIRECTORS BY ARTICLE
9.2 OF THE COMPANY S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 248,750,000
497.5 MILLION ORDINARY SHARES ; AUTHORITY EXPIRES
AT THE AGM OF THE COMPANY IN 2007
s.12 APPROVE TO RENEW THE POWER, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF ORDINARY RESOLUTION 11, TO ALLOT EQUITY SECURITIES
WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY
ARTICLE 9.3 OF THE COMPANY S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 37,250,000
74.5 MILLION ORDINARY SHARES ; AUTHORITY EXPIRES
AT THE AGM OF THE COMPANY IN 2007
s.13 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF 149 MILLION ORDINARY SHARES OF USD 0.50
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF USD 0.50 AND UP TO 105% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS, ON WHICH
SUCH ORDINARY SHARE IS CONTRACTED TO BE PURCHASED
AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF
THE BUY BACK AND STABILIZATION REGULATIONS 2003;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
OF THE COMPANY IN 2007 ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
NEWMONT MINING CORPORATION NEM ANNUAL MEETING DATE: 04/25/2006
ISSUER: 651639 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
G.A. BARTON Management For For
V.A. CALARCO Management For For
N. DOYLE Management For For
V.M. HAGEN Management For For
M.S. HAMSON Management For For
L.I. HIGDON, JR. Management For For
P. LASSONDE Management For For
R.J. MILLER Management For For
W.W. MURDY Management For For
R.A. PLUMBRIDGE Management For For
J.B. PRESCOTT Management For For
D.C. ROTH Management For For
S. SCHULICH Management For For
J.V. TARANIK Management For For
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS. Management For For
- ------------------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC AGM Meeting Date: 04/27/2006
Issuer: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, B01DCL2, 4983884, 5659902
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
5.H RE-ELECT MS. JANE HENNEY AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.I RE-ELECT MS. MICHELE HOOPER AS A DIRECTOR, IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.J RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.K RE-ELECT MS. ERNA MOLLER AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.L RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.M RE-ELECT DAME NANCY ROTHWELL FRS AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2005 AS SPECIFIED
7. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For *Management Position Unknown
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES TO,
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
OR INCUR EU POLITICAL EXPENDITURE DURING THE
PERIOD ENDING ON THE DATE THE OF THE COMPANY
S AGM IN 2006 PROVIDED THAT ANY SUCH DONATIONS
AND EXPENDITURE MADE BY THE COMPANY TOGETHER
WITH THOSE MADE BY ANY SUBSIDIARY COMPANY WHILE
IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING
IN AGGREGATE OF USD 150,000 DURING THAT PERIOD
3. RE-APPOINT KPMG AUDIT PLC, LONDON AS THE AUDITOR Management For *Management Position Unknown
8. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For *Management Position Unknown
NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 131,364,668
SECTION 80 ; AUTHORITY EXPIRES AT THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2007 OR ON 30 JUN 2007
S.9 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY ARTICLE 7.2 OF THE COMPANY S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 19,704,700
SECTION 89 ; AUTHORITY EXPIRES AT THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2007 OR ON 30 JUN 2007
S.10 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES WHICH MAY BE PURCHASED IS 10%
OF THE COMPANY S SHARE CAPITAL OF USD 0.25 EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF USD 0.25 AND UP TO 105% OF THE AVERAGE OF
MIDDLE MARKET VALUES OF THE COMPANY S ORDINARY
SHARES AS DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2007 OR 30 JUN 2007
; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2005
2. APPROVE TO CONFIRM THE 1ST INTERIM DIVIDEND OF Management For *Management Position Unknown
USD 0.38 21.9 PENCE, SEK 2.99 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2005 THE 2ND INTERIM DIVIDEND OF USD 0.92 51.8
PENCE SEK 7.02 PER ORDINARY SHARE
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITOR
5.A RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.B RE-ELECT MR. HAKAN MOGREN KBE AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.C RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.D RE-ELECT MR. JONATHON SYMONDS AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.E RE-ELECT MR. JOHN PATTERSON FRCP AS A DIRECTOR, Management For *Management Position Unknown
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
5.F RE-ELECT SIR. PETER BONFIELD CBE, FRENG AS A Management For *Management Position Unknown
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 65 OF
THE COMPANY S ARTICLES OF ASSOCIATION
5.G RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR, IN Management For *Management Position Unknown
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION
- ------------------------------------------------------------------------------------------------------------------------------------
BOUYGUES, PARIS MIX MEETING DATE: 04/27/2006
ISSUER: F11487125 ISIN: FR0000120503 BLOCKING
SEDOL: B01JBX5, 2696612, 4067528, 7164028, B0Z6VY3, B043HB4, 4002121, 4115159
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting Non-Voting *Management Position Unknown
5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR
TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS
MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD
DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN
THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS.
THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS:
PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS
TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS:
SINCE FRANCE MAINTAINS A VERIFICATION PERIOD,
FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE
TRANSACTED (SELL) FOR EITHER THE FULL SECURITY
POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION
HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN
ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT
POSITION COLLECTION PROCESS, ADP HAS A PROCESS
IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN
OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING.
THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND
RELEASE THE SHARES FOR SETTLEMENT OF THE SALE
TRANSACTION. THIS PROCEDURE PERTAINS TO SALE
TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO
MEETING DATE + 1
1. APPROVE THE REPORTS OF THE BOARD OF DIRECTORS, Management Take No Action *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
AUDITORS GENERAL REPORTS, COMPANY S FINANCIAL
STATEMENTS, BALANCE SHEET FOR THE YEAR 2005 SHOWING
NET INCOME OF EUR 260.833,378.18 AND GRANT PERMANENT
DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE
OF THEIR DUTIES DURING THE SAID FY
2. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, Management Take No Action *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING SHOWING NET INCOME GROUP
SHARE OF EUR 832,170,000.00
3. APPROVE THAT THE DISTRIBUTABLE INCOME FOR THE Management Take No Action *Management Position Unknown
FY OF EUR 537,180,016.80 BE APPROPRIATED AS FOLLOWS:
FIRST NET DIVIDEND: EUR 0.05 PER SHARE OR INVESTMENT
CERTIFICATE I.E. AN OVERALL AMOUNT OF: EUR 16,838,144.80,
ADDITIONAL NET DIVIDEND: EUR 0.85 PER SHARE OR
INVESTMENT CERTIFICATE, I.E AN OVERALL AMOUNT
OF: EUR 286,248,461.80 THE BALANCE OF EUR 234,093,410.40
TO THE RETAINED EARNINGS ACCOUNT; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.90 PER SHARE
OR PER INVESTMENT CERTIFICATE AND WILL ENTITLE
NATURAL PERSONS DOMICILED IN FRANCE TO THE 40%
ALLOWANCE; THIS DIVIDEND WILL BE PAID BY CASH
ON 03 MAY 2006 IN THE EVENT THAT THE COMPANY
HOLDS SOME OF ITS OWN SHARES ON SUCH DATE; THE
AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES
SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT,
AS REQUIRED BY LAW
4. APPROVE TO TRANSFER THE AMOUNT, PURSUANT TO ARTICLE Management Take No Action *Management Position Unknown
39 OF THE AMENDED FINANCE LAW FOR 2004, OF EUR
183,615,274.88 POSTED TO THE SPECIAL RESERVE
OF LONG CAPITAL GAINS ACCOUNT TO THE OTHER RESERVES
ACCOUNT, FROM WHICH WILL BE DEDUCTED THE 2.5%
EXTRAORDINARY TAX, AS STIPULATED BY THE ARTICLE
39 IV OF THE FINANCE LAW NUMBER 2004-1485 OF
30 DEC 2004, AMOUNTING TO: EUR 4,590,381.87 FOLLOWING
THIS TRANSFER, THE SPECIAL RESERVE OF LONG-TERM
CAPITAL GAINS ACCOUNT WILL SHOW A NEW BALANCE
OF EUR 0.00 AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
5. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY THE ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE AND THE AGREEMENTS
REFERRED TO THEREIN
6. RATIFY THE CO-OPTATION OF MRS. PATRICIA BARBIZET Management Take No Action *Management Position Unknown
AS A DIRECTOR AND REPLACE THE COMPANY ARTEMISFOR
THE REMAINDER OF THE COMPANY ARTEMIS TERM OF
OFFICE I.E. UNTIL THE SHAREHOLDERS MEETING CALLED
TO APPROVE THE FINANCIAL STATEMENTS FOR 2007
7. RATIFY THE CO-OPTATION OF MR. JEAN HENRI PINAULT Management Take No Action *Management Position Unknown
AS A DIRECTOR TO REPLACE THE SOCIETE FINANCIERE
PINAULT, FOR THE REMAINDER OF THE SOCIETE FINANCIERE
PINAULT S TERM OF OFFICE I.E. UNTIL THE SHAREHOLDERS
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
2009
8. APPOINT MR. MARTIN BOUYGUES AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3 YEAR PERIOD
9. APPOINT MRS. MONIQUE BOUYGUES AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3 YEAR PERIOD
10. APPROVE TO RENEW THE APPOINTMENT OF MR. GEORGES Management Take No Action *Management Position Unknown
CHODRON DE COURCEL AS A DIRECTOR FOR A PERIOD
OF 3 YEARS
11. APPOINT MR. FRANCOIS BERTIERE AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3 YEAR PERIOD
12. RATIFY THE TRANSFER OF THE HEAD OFFICE OF THE Management Take No Action *Management Position Unknown
COMPANY TO: 32, AVENUE HOCHE, 75008 PARIS AND
AMEND THE ARTICLE 4 OF THE BYLAWS
13. AUTHORIZE THE BOARD OF DIRECTORS, TO BUY BACK Management Take No Action *Management Position Unknown
THE COMPANY S SHARES OR INVESTMENT CERTIFICATES
ON THE OPEN MARKET, SUBJECT TO THE CONDITIONS
DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR
80.00 PER SHARE OR INVESTMENT CERTIFICATE, MINIMUM
SALE PRICE: EUR 30.00 PER SHARE OR INVESTMENT
CERTIFICATE, MAXIMUM NUMBER OF SHARES AND INVESTMENT
CERTIFICATES TO BE ACQUIRED: 10% OF THE SHARE
CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE
BUY BACKS: EUR 1,500,000,000.00; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THIS DELEGATION OF POWERS SUPERSEDES
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
14. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management Take No Action *Management Position Unknown
THE EVENT THAT THE LAWS AND RULES APPLYING TO
THE COMPANY WOULD MAKE POSSIBLE THE USE OF SUCH
AUTHORIZATION, DURING PUBLIC OFFERINGS ON THE
COMPANY SHARES AND IN ACCORDANCE WITH THE LEGAL
PROVISIONS AND REGULATIONS IN FORCE AT THE DATE
OF SUCH USE, WARRANTS GIVING THE RIGHT TO SUBSCRIBE
UNDER PREFERENTIAL CONDITIONS FOR SHARES IN THE
COMPANY, AND TO ALLOCATE FOR FREE SAID WARRANTS
TO THE SHAREHOLDERS; THE MAXIMAL NOMINAL AMOUNT
OF CAPITAL INCREASE LIABLE TO BE CARRIED OUT
UNDER THIS DELEGATION OF AUTHORITY SHALL NOT
EXCEED EUR 150,000,000.00; THE MAXIMUM NUMBER
OF EQUITY WARRANTS LIABLE TO BE ISSUED SHALL
NOT EXCEED 450,000,000 AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES AND ALSO
INCLUDES A WAIVER BY SHAREHOLDERS OF THEIR PRE-EMPTIVE
RIGHT TO THE COMPANY ORDINARY SHARES TO WHICH
THE EQUITY WARRANTS ISSUED UNDER THIS AUTHORIZATION
MAY GIVE RISE TO ENTITLEMENT AUTHORITY EXPIRES
ON COMPLETION OF 18 MONTHS
15. APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE SPECIAL ADVANTAGES AUDITOR, THE EVALUATION
BY DETROYAT ET ASSOCIES, BY A MAJORITY REQUIRED
OF 95% OF THE PRESENT AND REPRESENTED, BY THE
VOTING RIGHT CERTIFICATES HOLDERS SPECIAL MEETING,
OF THE EXISTING CERTIFICATES CONSOLIDATION INTO
SHARES; THE EXISTING CERTIFICATES CONSOLIDATION
INTO SHARES SCHEME PRESENTED BY THE BOARD OF
DIRECTORS IN ACCORDANCE WITH ARTICLE L.228-31
OF THE FRENCH COMMERCIAL CODE AND THE PURCHASE
BY THE COMPANY OF THE WHOLE VOTING RIGHT CERTIFICATES,
SET AT EUR 5.46 PER VOTING RIGHT CERTIFICATE
AND THE ALLOCATION FOR FREE TO INVESTMENT CERTIFICATE
BEARERS OF THE CORRESPONDING VOTING RIGHT CERTIFICATES,
DECIDES TO PROCEED WITH THIS CONSOLIDATION AND
AUTHORIZE THE BOARD OF DIRECTORS TO AMEND: ARTICLE
7, 8, 9, 10,24, 25 OF THE BYLAWS
16. AUTHORIZE THE BOARD OF DIRECTORS BY ALL LEGAL Management Take No Action *Management Position Unknown
MEANS, TO INCREASE THE SHARE CAPITAL IN ACCORDANCE
WITH THE CONDITIONS AND LIMITATIONS SET FORTH
BY RESOLUTIONS NUMBER 10, 11, 12. 13, 14, 15,
16 17 AND 18; THE SHAREHOLDERS; THE INVESTMENT
CERTIFICATE HOLDERS, MEETING AT A SPECIAL MEETING,
HAVE WAIVED IN THE EVENT OF AN ISSUANCE WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT, THEIR PRE-EMPTIVE
RIGHT TO ANY VOTING PREFERENCE SHARES WITH THE
SAME RIGHTS AS INVESTMENT CERTIFICATES, AND ALSO,
THAT THEY HAVE NOTED THAT THIS AUTHORIZATION
INCLUDES THE WAIVER OF THEIR PRE-EMPTIVE RIGHT
TO ANY NON PREFERENCE SHARES WITH THE SAME RIGHTS
AS INVESTMENT CERTIFICATES, TO WHICH THE SECURITIES
ISSUED UNDER THIS AUTHORIZATION MAY GIVE RISE
TO ENTITLEMENT AUTHORITY EXPIRES ON COMPLETION
OF 14 MONTHS
17. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management Take No Action *Management Position Unknown
THE EVENT THAT THE LAWS AND RULES APPLYING TO
THE COMPANY WOULD MAKE POSSIBLE THE USE OF SUCH
AUTHORIZATION, DURING PUBLIC OFFERINGS ON THE
COMPANY SHARES AND IN ACCORDANCE WITH THE LEGAL
PROVISIONS AND REGULATIONS IN FORCE AT THE DATE
OF SUCH USE, WARRANTS S ENTITLING TO SUBSCRIBE,
ON PREFERENTIAL CONDITIONS, TO SHARES OF THE
COMPANY AND TO FREELY ALLOCATE THEM TO THE SHAREHOLDERS;
THE MAXIMAL NOMINAL AMOUNT OF CAPITAL INCREASES
TO BE CARRIED OUT UNDER THIS DELEGATION OF AUTHORI1Y
SHALL NOT EXCEED EUR 150,000,000.00 THIS AMOUNT
SHALL COUNT AGAINST THE GLOBAL CEILING SET IN
THE 10TH RESOLUTION OF THE SHAREHOLDER S MEETING
OF 28 APR 2005, THE MAXIMUM NUMBER OF WARRANTS
ISSUED WILL NOT EXCEED 450,000,000 AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
AND MEETING NOTES THAT THIS AUTHORIZATION INCLUDES
WAIVER BY SHAREHOLDERS OF THEIR PRE-EMPTIVE RIGHT
TO THE COMPANY ORDINARY SHARES TO WHICH THE EQUITY
WARRANTS ISSUED UNDER THIS AUTHORIZATION MAY
GIVE RISE TO ENTITLEMENT AND WAIVER BY INVESTMENT
CERTIFICATE HOLDERS MEETING AT A SPECIAL MEETING
TODAY OF THEIR PRE-EMPTIVE RIGHT TO THE NON-VOTING
PREFERENCE SHARES WITH THE SAME RIGHTS AS INVESTMENT
CERTIFICATES TO WHICH THE EQUITY WARRANTS ISSUED
UNDER THIS AUTHORIZATION MAY GIVE RISE TO ENTITLEMENT
AUTHORITY EXPIRES ON COMPLETION OF 18 MONTHS
18. AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management Take No Action *Management Position Unknown
SHARE CAPITAL ON ONE OR MORE OCCASIONS AND AT
ITS SOLE DISCRETION, BY CANCELING ALL OR PART
OF THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN UP TO A MAXIMUM
OF 10% OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD
AND TO CHARGE THE DIFFERENCE BETWEEN THE PURCHASE
PRICE OF THE CANCELLED SHARES AND THEIR NOMINAL
PAR VALUE ON ALL THE ACCOUNTS OF BONUSES AND
THE AVAILABLE RESERVES, IT SUPERSEDES ANY AND
ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES AUTHORITY EXPIRES
ON COMPLETION OF 18 MONTHS
19. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, FOR Management Take No Action *Management Position Unknown
THE PROFIT OF INVESTMENT CERTIFICATES HOLDERS:
NON-VOTING PREFERENCE SHARES WITH THE SAME RIGHTS
AS INVESTMENT CERTIFICATES, AND ANY SECURITIES
GIVING ACCESS TO NON-VOTING PREFERENCE SHARES
WITH THE SAME RIGHTS AS INVESTMENT CERTIFICATES
TO A MAXIMUM NOMINAL AMOUNT OF EUR 10,000,000.00,
THE NOMINAL AMOUNT OF DEBT SECURITIES ISSUED
SHALL NOT EXCEED EUR 10,000,000.00 AND SUPERSEDES
ANY AND ALL EARLIER AUTHORIZATIONS TO THE SAME
EFFECT AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES AUTHORITY
EXPIRES FOR A PERIOD OF 18 MONTHS
20. AMEND THE ARTICLE 18 OF THE BY-LAWS: CONTROL Management Take No Action *Management Position Unknown
AGENTS
21. APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management Take No Action *Management Position Unknown
AN ORIGINAL A COPY OR EXTRACT OF THE MINUTES
OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS
AND OTHER FORMALITIES PRESCRIBED BY LAW
- ------------------------------------------------------------------------------------------------------------------------------------
SEKISUI HOUSE LTD AGM MEETING DATE: 04/27/2006
ISSUER: J70746136 ISIN: JP3420600003
SEDOL: 4798680, 6793906, B01DQS7, 5763450
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ALLOCATION OF INCOME, INCLUDING THE Management For *Management Position Unknown
FOLLOWING DIVIDENDS: INTERIM JPY 10, FINAL JPY
10, SPECIAL JPY 0
2.1 ELECT MR. ISAMI WADA AS A DIRECTOR Management For *Management Position Unknown
2.2 ELECT MR. TADASHI IWASAKI AS A DIRECTOR Management For *Management Position Unknown
2.3 ELECT MR. AKIRA MORIMOTO AS A DIRECTOR Management For *Management Position Unknown
2.4 ELECT MR. SUMIO WADA AS A DIRECTOR Management For *Management Position Unknown
2.5 ELECT MR. KAZUO YOSHIMITSU AS A DIRECTOR Management For *Management Position Unknown
2.6 ELECT MR. SHIROU INAGAKI AS A DIRECTOR Management For *Management Position Unknown
2.7 ELECT MR. YUUZOU MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown
2.8 ELECT MR. FUMIAKI HIRABAYASHI AS A DIRECTOR Management For *Management Position Unknown
2.9 ELECT MR. SHUNJI ARAKAWA AS A DIRECTOR Management For *Management Position Unknown
2.10 ELECT MR. KIYOHIDE HIRABAYASHI AS A DIRECTOR Management For *Management Position Unknown
2.11 ELECT MR. TOSHINORI ABE AS A DIRECTOR Management For *Management Position Unknown
2.12 ELECT MR. TAKASHI UCHIDA AS A DIRECTOR Management For *Management Position Unknown
3.1 ELECT MR. HIROSHI ITAWAKI AS INTERNAL STATUTORY Management For *Management Position Unknown
AUDITOR
3.2 ELECT MR. KATSUYA KITTAKA AS INTERNAL STATUTORY Management For *Management Position Unknown
AUDITOR
4. GRANT RETIREMENT ALLOWANCES TO 6 RETIRED DIRECTORS, Management For *Management Position Unknown
MESSRS. HIDEYUKI TONOMURA, SHICHIROU IWANE, HIROSHI
ITAWAKI, YASUAKI YAMAMOTO, SABUROU MATSUYOSHI
AND KUNIO SUZUKI AND 3 RETIRED STATUTORY AUDITORS,
MESSRS. KENJI KONDOU, MIKIO YAMADA AND RYOUJI
TAKAHASHI; ALSO, IN CONNECTION WITH THE ADOPTED
ABOLISHMENT OF RETIREMENT ALLOWANCES SYSTEM,
THE COMPANY HAS PROPOSED TO GRANT RETIREMENT
ALLOWANCES TO CURRENT OR REAPPOINTED DIRECTORS,
MESSRS. ISAMI WADA, AKIRA MORIMOTO, TADASHI IWASAKI,
SUMIO WADA, YUUZOU MATSUMOTO, KAZUO YOSHIMITSU
AND SHIROU INAGAKI AS WELL AS TO 2 CURRENT STATUTORY
AUDITORS, MESSRS. KENICHI KAWAUCHI AND TAKAHARU
DOHI
5. APPROVE TO GIVE FREE SHARE SUBSCRIPTION RIGHTS Management For *Management Position Unknown
TO THE DIRECTORS AND THE EXECUTIVE OFFICERS AS
STOCK OPTION IN ACCORDANCE WITH COMMERCIAL CODE
280-20 AND 280-21
6. APPROVE TO REVISE THE MONTHLY REMUNERATIONS FOR Management For *Management Position Unknown
THE STATUTORY AUDITORS TO JPY9,000,000 FROM JPY
6,000,000 OR LESS AT PRESENT
- ------------------------------------------------------------------------------------------------------------------------------------
SMITH & NEPHEW PLC AGM Meeting Date: 04/27/2006
Issuer: G82343164 ISIN: GB0009223206
SEDOL: B03W767, B032756, 4228499, 0922320
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For *Management Position Unknown
YE 31 DEC 2005 TOGETHER WITH THE REPORT OF THE
DIRECTORS AND THE AUDITORS THEREON
2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For *Management Position Unknown
FOR THE YE 31 DEC 2005
3. RE-ELECT MR. DAVID ILLINGWORTH AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
4. RE-ELECT MR. PETER HOOLEY AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY
6. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS OF THE COMPANY
7. APPROVE TO RENEW THE DIRECTORS AUTHORIZATION Management For *Management Position Unknown
TO ALLOT SECURITIES GRANTED BY ARTICLE 9.2 OF
THE COMPANY S ARTICLES OF ASSOCIATION AND FOR
THE PURPOSES OF ARTICLE 9 OF THE COMPANY S ARTICLES
OF ASSOCIATION SECTION 80 , AMOUNT FOR THIS
PERIOD BE GBP 52,745,017; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY IN 2007 OR 26 JUL 2007
8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO AMEND Management For *Management Position Unknown
THE RULES OF THE SMITH & NEPHEW FRENCH SHARESAVE
PLAN 2002 THE FRENCH SHARESAVE PLAN SO AS
TO ENABLE OPTIONS TO ACQUIRE SHARES IN THE COMPANY
TO BE GRANTED PURSUANT TO AND IN ACCORDANCE WITH
THE FRENCH SHARESAVE PLAN WITHIN THE PERIOD OF
38 MONTHS ENDING 26 JUN 2009
S.9 APPROVE TO RENEW THE DIRECTORS POWER TO ALLOT Management For *Management Position Unknown
SECURITIES OTHERWISE THAN TO EXISTING SHAREHOLDERS
PRO RATA TO THEIR HOLDINGS GRANTED BY ARTICLE
9.3 OF THE COMPANY S ARTICLES OF ASSOCIATION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2007 OR 26
JUL 2007 ; AND FOR THE PURPOSES OF THE ARTICLE
9 OF COMPANY S ARTICLES OF ASSOCIATION SECTION
89 FOR THIS AMOUNT BE GBP 9,408,492
S.10 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ANY Management For *Management Position Unknown
EXISTING AUTHORITY AND PURSUANT TO SECTION 166
OF THE COMPANIES ACT 1985 THE ACT , TO MAKE
MARKET PURCHASES SECTION 163(3) OF THE ACT
OF UP TO 94,084,923 ORDINARY SHARES 10% OF THE
ISSUED SHARE CAPITAL AS AT 24 FEB 2006 OF 20
PENCE EACH IN THE CAPITAL OF THE COMPANY, AT
A MINIMUM PRICE OF 20 PENCE AND AN AMOUNT EQUAL
TO 105% OF AVERAGE OF THE MIDDLE MARKET QUOTATIONS
FOR AN ORDINARY SHARE DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5
BUSINESS DAYS PRECEDING THE DATE OF PURCHASE;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 26 JUL 2007
THE EXPIRY DATE ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
S.11 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
AS FOLLOWS: A) BY DELETING THE EXISTING ARTICLE
168 AND INSERTING THE NEW ARTICLE 168 AS SPECIFIED;
B) BY INSERTING THE SPECIFIED NEW WORDS IN ARTICLE
123.6 AND BY INSERTING NEW ARTICLES 123.7 AND
123.8 AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH AGM MEETING DATE: 04/28/2006
ISSUER: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: B0ZGJC7, 6384548, 7154706, 7146327, 7171589, B01DF91
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Voting *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH OGM MEETING DATE: 04/28/2006
ISSUER: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: B0ZGJC7, 6384548, 7154706, 7146327, 7171589, B01DF91
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING285614 INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
1. RECEIVE AND APPROVE THE ANNUAL REPORT, THE PARENT Management Take No Action *Management Position Unknown
COMPANY S 2005 FINANCIAL STATEMENTS AND THE GROUP
S 2005 CONSOLIDATED FINANCIAL STATEMENTS
2. GRANT DISCHARGE OF THE ACTS TO THE MEMBERS OF Management Take No Action *Management Position Unknown
THE BOARD OF DIRECTORS AND THE EXECUTIVE BOARD
3. APPROVE THE CAPITAL REDUCTION Management Take No Action *Management Position Unknown
4. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management Take No Action *Management Position Unknown
5.1 ELECT THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
5.2 ELECT THE PARENT COMPANY S INDEPENDENT AUDITORS Management Take No Action *Management Position Unknown
AND THE GROUP S INDEPENDENT AUDITORS
5.3 ELECT THE SPECIAL AUDITORS Management Take No Action *Management Position Unknown
6. APPROVE THE ADJUSTMENT OF CONDITIONAL CAPITAL Management Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH AGM MEETING DATE: 04/28/2006
ISSUER: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: B0ZGJC7, 6384548, 7154706, 7146327, 7171589, B01DF91
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 298695 DUE TO ADDITION OFRESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING285614 INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
1. RECEIVE AND APPROVE THE ANNUAL REPORT, THE PARENT Management Take No Action *Management Position Unknown
COMPANY S 2005 FINANCIAL STATEMENTS AND THE GROUP
S 2005 CONSOLIDATED FINANCIAL STATEMENTS
2. GRANT DISCHARGE TO THE ACTS OF THE MEMBERS OF Management Take No Action *Management Position Unknown
THE BOARD OF DIRECTORS AND THE EXECUTIVE BOARD
3. APPROVE CHF 17 MILLION REDUCTION IN SHARE CAPITAL Management Take No Action *Management Position Unknown
VIA CANCELLATION OF REPURCHASED SHARES
4. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management Take No Action *Management Position Unknown
OF CHF 2 PER SHARE
5.1.a RE-ELECT MR. WALTER KIELHOLZ AND MR. HANS-ULRICH Management Take No Action *Management Position Unknown
DOERIG AS THE DIRECTORS
5.3 RATIFY BDO VISURA AS THE SPECIAL AUDITORS Management Take No Action *Management Position Unknown
5.1.b ELECT MR. RICHARD THORNBURGH AS A DIRECTOR Management Take No Action *Management Position Unknown
5.2 RATIFY KPMG KLYNVELD PEAT MARWICK GEORDELER SA Management Take No Action *Management Position Unknown
AS THE AUDITORS
6. APPROVE CHF 3.4 MILLION REDUCTION IN POOL OF Management Take No Action *Management Position Unknown
CAPITAL RESERVED FOR DONALDSON LUFKIN JENRETTE
EMPLOYEE OPTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH AGM Meeting Date: 04/28/2006
Issuer: H3698D419 ISIN: CH0012138530 BLOCKING
SEDOL: B0ZGJC7, 6384548, 7154706, 7146327, 7171589, B01DF91
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 301805 DUE TO ADDITIONAL OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING285614 INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
1. RECEIVE AND APPROVE THE ANNUAL REPORT, THE PARENT Management Take No Action *Management Position Unknown
COMPANY S 2005 FINANCIAL STATEMENTS AND THE GROUP
S 2005 CONSOLIDATED FINANCIAL STATEMENTS
2. GRANT DISCHARGE TO THE ACTS OF THE MEMBERS OF Management Take No Action *Management Position Unknown
THE BOARD OF DIRECTORS AND THE EXECUTIVE BOARD
3.A APPROVE TO REDUCE THE SHARE CAPITAL BY CHF 17,000,000 Management Take No Action *Management Position Unknown
FROM CHF 623,876,083 TOCHF 606,876,083 BY CANCELING
34,000,000 SHARES WITH A PAR VALUE OF CHF 0.50
EACH, WHICH WERE REPURCHASED IN THE PERIOD FROM
09 MAY 2005 TO 16 MAR 2006 PURSUANT TO THE SHARE
REPURCHASE PROGRAM APPROVED BY THE GENERAL MEETING
OF SHAREHOLDERS OF 29 APR 2005; ACKNOWLEDGE THAT,
ACCORDING TO THE SPECIAL REPORT OF THE AUDITORS
KPMG KLYNVELD PEAT MARWICK GOERDELER SA, OBLIGEES
CLAIMS ARE FULLY COVERED EVEN AFTER THE SHARE
CAPITAL REDUCTION AS REQUIRED BY ARTICLE 732
PARAGRAPH 2 CO, AMEND ARTICLE 3 PARAGRAPH 1 OF
THE ARTICLES OF ASSOCIATION, THAT AS OF THE DATE
OF THE ENTRY OF THE CAPITAL REDUCTION IN THE
COMMERCIAL REGISTER, PURSUANT TO SECTION 3.C
BELOW
4. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management Take No Action *Management Position Unknown
OF CHF 2 PER SHARE
5.1.B ELECT MR. RICHARD THORNBURGH AS A DIRECTOR Management Take No Action *Management Position Unknown
3.B APPROVE THE CANCELLATION AS PART OF A SHARE REPURCHASE Management Take No Action *Management Position Unknown
PROGRAM BY THE GENERALMEETING OF SHAREHOLDERS
OF 29 APR 2005, 34,000,000 SHARES WERE REPURCHASED
VIA A 2ND TRADING LINE ON THE STOCK EXCHANGE
BETWEEN 09 MAY 2005 AND 16 MAR 2006; THE TOTAL
PURCHASE PRICE WAS CHF 1,941,055,049, CORRESPONDING
TO AN AVERAGE PURCHASE PRICE PER SHARE OF CHF
57.09 ROUNDED ; THE CANCELLATION OF SHARES REPURCHASED
BY 16 MAR 2006 AND AMEND THE ARTICLES OF ASSOCIATION
3.C AMEND ARTICLE 3 PARAGRAPH 1 TO THE ARTICLES OF Management Take No Action *Management Position Unknown
ASSOCIATION, NEW VERSION THE FULLY PAID-IN SHARE
CAPITAL AMOUNTS TO CHF 606,876,083 AND IT IS
DIVIDED INTO 1, 213,752,166 FULLY PAID-IN REGISTERED
SHARES WITH A PAR VALUE OF CHF 0.50 EACH
5.1.A RE-ELECT MR. WALTER KIELHOLZ AND MR. HANS-ULRICH Management Take No Action *Management Position Unknown
DOERIG AS THE DIRECTORS
5.2 RATIFY KPMG KLYNVELD PEAT MARWICK GEORDELER SA Management Take No Action *Management Position Unknown
AS THE AUDITORS
5.3 RATIFY BDO VISURA AS THE SPECIAL AUDITORS Management Take No Action *Management Position Unknown
6. APPROVE CHF 3.4 MILLION REDUCTION IN POOL OF Management Take No Action *Management Position Unknown
CAPITAL RESERVED FOR DONALDSON LUFKIN JENRETTE
EMPLOYEE OPTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
SAIPEM SPA, SAN DONATO MILANESE OGM MEETING DATE: 04/28/2006
ISSUER: T82000117 ISIN: IT0000068525 BLOCKING
SEDOL: 4769103, B020R51, 4768768, 4765996
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING TO BE HELD ON 27 Non-Voting Non-Voting *Management Position Unknown
APR HAS BEEN POSTPONED AND WILL BE HELD ON 28
APR 2006. PLEASE ALSO NOTE THE NEW CUTOFF DATE
25 APR 2006. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
1. APPROVE THE BALANCE SHEET AND CONSOLIDATED BALANCE Management Take No Action *Management Position Unknown
SHEET REPORTS OF 31 DEC 2005 AND THE REPORT OF
THE BOARD OF DIRECTORS, MANAGEMENT ACTIVITY,
INTERNAL AUDITOR AND EXTERNAL AUDITORS PROFIT
DISTRIBUTION
2. APPROVE THE STOCK OPTION PLAN Management Take No Action *Management Position Unknown
3. AUTHORIZE THE BOARD OF DIRECTORS, AS PER ARTICLE Management Take No Action *Management Position Unknown
2357 OF THE CIVIL CODE, TO BUY UP TO A MAXIMUM
OF 2,400,000 OWN SHARES FOR AN 18 MONTHS PERIOD
FROM THE MEETINGS RESOLUTION
4. AUTHORIZE THE BOARD OF DIRECTORS AS PER ARTICLE Management Take No Action *Management Position Unknown
2357 OF THE CIVIL CODE, TO DISPOSE UP TO A MAXIMUM
OF 2,400,000 OWN SHARES IN FAVOUR OF THE STOCK
OPTION PLAN FOR THE YEAR 2006
5. APPOINT ONE DIRECTOR Management Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANZ AG, MUENCHEN AGM MEETING DATE: 05/03/2006
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 5766749, 0048646, 5242487, B030T87, 5479531, 7158333, 0018490, 5231485
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Non-Voting Non-Voting *Management Position Unknown
STATEMENTS AND THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS AS OF AND FOR THE FISCAL YEAR ENDED
31 DEC 2005, AND OF THE MANAGEMENT REPORTS FOR
ALLIANZ AG AND FOR THE GROUP AS WELL AS THE REPORT
OF THE SUPERVISORY BOARD FOR THE FISCAL YEAR
2005
2. APPROPRIATION OF NET EARNINGS Management For *Management Position Unknown
3. APPROVAL OF THE ACTIONS OF THE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF MANAGEMENT
4. APPROVAL OF THE ACTIONS OF THE MEMBERS OF THE Management For *Management Position Unknown
SUPERVISORY BOARD
5. APPROVAL OF CONTROL AND PROFIT TRANSFER AGREEMENT Management For *Management Position Unknown
BETWEEN ALLINAZ AG AND ALLIANZ ALTERNATIVE ASSETS
HOLDING GMBH
- ------------------------------------------------------------------------------------------------------------------------------------
CRH PLC AGM MEETING DATE: 05/03/2006
ISSUER: G25508105 ISIN: IE0001827041
SEDOL: 0182704, 5465240, B01ZKD6, 4182249
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY S FINANCIAL STATEMENTS AND Management For *Management Position Unknown
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2005
2. DECLARE A DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
3.1 RE-ELECT MR. D. W. DOYLE AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 103
3.2 RE-ELECT MR. J. M. DE JONG AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 103
3.3 RE-ELECT MR. D. M. KENNEDY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 103
3.4 RE-ELECT MR. M. LEE AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown
WITH THE ARTICLE 103
4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
5. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH THE Management For *Management Position Unknown
POWERS, PROVISION AND LIMITATIONS OF ARTICLES
11(D) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE
NOMINAL AMOUNT EQUAL TO THE AUTHORIZED BUT AS
YET UNISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY
EXPIRES AT THE END OF 5 YEARS
S.6 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH THE Management For *Management Position Unknown
POWERS, PROVISION AND LIMITATIONS OF ARTICLES
11(E) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
TO ALLOT EQUITY SECURITIES FOR CASH AND IN RESPECT
OF SUB-PARAGRAPH (III) THEREOF UP TO AN AGGREGATE
NOMINAL VALUE OF EUR 9,119,000; AUTHORITY EXPIRES
AT THE EARLIER OF THE CONCLUSION OF THE AGM IN
2007 OR 02 AUG 2007
S.7 AUTHORIZE THE COMPANY TO PURCHASE ORDINARY SHARES Management For *Management Position Unknown
ON THE MARKET SECTION 212 OF THE COMPANIES ACT,
1990 , IN THE MANNER PROVIDED FOR IN THE ARTICLE
8A OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
UP TO A MAXIMUM OF 10% OF THE ORDINARY SHARES
IN ISSUE AT THE DATE OF THE PASSING OF THIS RESOLUTION;
AUTHORITY EXPIRES AT THE EARLIER OF THE CONCLUSION
OF THE AGM IN 2007 OR 02 AUG 2007
S.8 AUTHORIZE THE COMPANY TO RE-ISSUE TREASURY SHARES Management For *Management Position Unknown
SECTION 209 OF THE COMPANIES ACT, 1990 IN THE
MANNER PROVIDED FOR IN ARTICLES 8B OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES
EARLIER OF THE CONCLUSION AGM IN 2007 OR 02 AUG
2007
9. APPROVE THE ESTABLISHMENT BY THE COMPANY OF THE Management For *Management Position Unknown
CRH 2006 PERFORMANCE SHARE PLAN, THE PRINCIPAL
FEATURES AS SPECIFIED; AUTHORIZE THE DIRECTORS
TO TAKE ALL SUCH ACTIONS OR STEPS AS MAY BE NECESSARY
TO IMPLEMENT OR GIVE EFFECT TO THE PLAN; TO ESTABLISH
FURTHER PLANS BASED ON THE CRH 2006 PERFORMANCE
SHARE PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL
TAX, EXCHANGE CONTROL OR SECURITIES LAW IN OVERSEAS
TERRITORIES, PROVIDED THAT SUCH FURTHER PLANS
SHALL COUNT AGAINST ANY LIMITS ON INDIVIDUAL
PARTICIPATION UNDER THE PLAN
- ------------------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC AGM MEETING DATE: 05/04/2006
ISSUER: G84228157 ISIN: GB0004082847
SEDOL: 0408284, B02TBL2, 6558484, 7032039
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT FOR THE YE 31 DEC 2005 Management For *Management Position Unknown
2. DECLARE A FINAL DIVIDEND OF 45.06 US CENTS PER Management For *Management Position Unknown
ORDINARY SHARE FOR THE YE 31 DEC 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2005
4. RE-ELECT MR. E. M. DAVIES AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. N. B. DENOMA AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. P. A. SANDS AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT SIR C. K. CHOW AS A DIRECTOR Management For *Management Position Unknown
8. RE-ELECT MR. R. H. P. MARKHAM AS A DIRECTOR Management For *Management Position Unknown
9. RE-ELECT MR. H. E. NORTON AS A DIRECTOR Management For *Management Position Unknown
10. RE-ELECT MR. B. K. SANDERSON, THE GROUP CHAIRMAN, Management For *Management Position Unknown
AS A DIRECTOR
11. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown
COMPANY UNTIL THE END OF NEXTYEAR S AGM
12. AUTHORIZE THE BOARD TO SET THE AUDITOR S FEES Management For *Management Position Unknown
13. AUTHORIZE THE BOARD TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
(AS DEFINED IN THE COMPANIESACT 1985), SUCH AUTHORITY
IS LIMITED TO: A) THE ALLOTMENT OF RELEVANT SECURITIES
UP TO A TOTAL NOMINAL VALUE OF USD 131,986,987
NOT GREATER THAN 20% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY ; B) THE ALLOTMENT
WHEN COMBINED WITH ANY ALLOTMENT MADE AS SPECIFIED
OF RELEVANT SECURITIES UP TO A TOTAL NOMINAL
VALUE OF USD 219,978,312 IN CONNECTION WITH:
I) AN OFFER OF RELEVANT SECURITIES OPEN FOR A
PERIOD DECIDED ON BY THE BOARD: A) TO ORDINARY
SHAREHOLDERS ON THE REGISTER ON A PARTICULAR
DATE EXCLUDING ANY HOLDER HOLDING SHARES AS
TREASURY SHARES , IN PROPORTION AS NEARLY AS
MAY BE TO THEIR EXISTING HOLDINGS FOR THIS
PURPOSE BOTH ANY HOLDER HOLDING SHARES AS TREASURY
SHARES AND THE TREASURY SHARES HELD BY HIM ;
AND B) TO PEOPLE WHO ARE REGISTERED ON A PARTICULAR
DATE AS HOLDERS OF OTHER CLASSES OF EQUITY SECURITIES
EXCLUDING ANY HOLDER HOLDING SHARES AS TREASURY
SHARES , IF THIS IS REQUIRED BY THE RIGHTS OF
THOSE SECURITIES OR, IF THE BOARD CONSIDERS IT
APPROPRIATE, AS PERMITTED BY THE RIGHTS OF THOSE
SECURITIES; AND SO THAT THE BOARD MAY IMPOSE
ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS
WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO
DEAL WITH FRACTIONAL ENTITLEMENTS, LEGAL, REGULATORY
OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF,
ANY TERRITORY OR ANY OTHER MATTER; AND (II) A
SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT
IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION OF THE COMPANY; C) THE ALLOTMENT
OF RELEVANT SECURITIES PURSUANT TO THE TERMS
OF ANY EXISTING SHARE SCHEME OF THE COMPANY OR
ANY OF ITS SUBSIDIARY UNDERTAKINGS ADOPTED PRIOR
TO THE DATE OF THIS MEETING; SUCH AUTHORITY TO
APPLY FOR THE PERIOD FROM 04 MAY 2006 UNTIL THE
EARLIER OF THE END OF NEXT YEAR S AGM AND 03
AUG 2007, SO THAT THE COMPANY MAY MAKE OFFERS
END ENTER INTO AGREEMENTS DURING THE RELEVANT
PERIOD WHICH WOULD, OR MIGHT, REQUIRE RELEVANT
SECURITIES TO BE ALLOTTED AFTER THE AUTHORITY
ENDS AND THE BOARD MAY ALLOT RELEVANT SECURITIES
UNDER ANY SUCH OFFER OR AGREEMENT, AS IF THE
AUTHORITY HAD NOT ENDED
14. AUTHORIZE THE BOARD TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
UP TO A TOTAL NOMINAL VALUE OF USD 131,986,987
PURSUANT TO RESOLUTION 13 BE EXTENDED BY THE
ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF
USD 0.50 EACH REPRESENTING THE NOMINAL AMOUNT
OF THE COMPANY S SHARE CAPITAL REPURCHASED BY
THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT
TO RESOLUTION 16
S.15 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For *Management Position Unknown
RESOLUTION 13, TO ALLOT EQUITYSECURITIES AS
DEFINED IN THE COMPANIES ACT 1986 FOR CASH UNDER
THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR
WHERE THE ALLOTMENT CONSTITUTES AN ALLOTMENT
OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A)
OF THE COMPANIES ACT 1985, FREE OF THE RESTRICTION
IN SECTION 89(1) OF THE COMPANIES ACT 1985, SUCH
POWER TO BE LIMITED TO: A) THE ALLOTMENT OF EQUITY
SECURITIES IN CONNECTION WITH EN OFFER OF EQUITY
SECURITIES OPEN FOR A PERIOD DECIDED ON BY THE
BOARD: I) TO ORDINARY SHAREHOLDERS ON THE REGISTER
ON A PARTICULAR DATE EXCLUDING ANY HOLDER HOLDING
SHARES AS TREASURY SHARES , IN PROPORTION TO
THEIR EXISTING HOLDINGS IGNORING FOR THIS PURPOSE
BOTH ANY HOLDER HOLDING SHARES AS TREASURY SHARES
AND THE TREASURY SHARES HELD BY HIM ; AND II)
TO PEOPLE WHO ARE REGISTERED ON A PARTICULAR
DATE AS HOLDERS OF OTHER CLASSES OF EQUITY SECURITIES
EXCLUDING ANY HOLDER HOLDING SHARES AS TREASURY
SHARES , IF THIS IS REQUIRED BY THE RIGHTS OF
THOSE SECURITIES OR; IF THE BOARD CONSIDERS IT
APPROPRIATE, AS PERMITTED BY THE RIGHTS OF THOSE
SECURITIES, AND SO THAT THE BOARD MAY IMPOSE
ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS
WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO
DEAL FRACTIONAL ENTITLEMENTS, LEGAL, REGULATORY
OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF,
ANY TERRITORY OR ANY OTHER MATTER; AND B) THE
ALLOTMENT OTHERWISE THAN UNDER A) ABOVE OF
EQUITY SECURITIES UP TO A TOTAL NOMINAL VALUE
OF USD 32,996,746; AUTHORITY TO APPLY FROM 04
MAY 2006 UNTIL THE OF THE END OF NEXT YEARS AGM
AND 03 AUG 2007 , BUT DURING THIS PERIOD THE
COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS,
WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES
TO BE ALLOTTED AFTER THE POWER ENDS AND THE BOARD
MAY ALLOT EQUITY SECURITIES UNDER ANY SUCH OFFER
OR AGREEMENT AS IF THE POWER HAD NOT ENDED
S.16 AUTHORIZE THE COMPANY, GENERALLY AND WITHOUT Management For *Management Position Unknown
CONDITIONS, TO MAKE MARKET PURCHASES AS DEFINED
IN THE COMPANIES ACT 1985 OF ITS ORDINARY SHARES
OF USD 0.50 EACH, PROVIDED THAT: A) THE COMPANY
DOES NOT PURCHASE MORE THAN 131,986,987 SHARES
UNDER THIS AUTHORITY B) THE COMPANY DOES NOT
PAY LESS FOR EACH SHARE BEFORE EXPENSES THAN
USD 0.50 OR THE EQUIVALENT IN THE CURRENCY IN
WHICH THE PURCHASE IS MADE, CALCULATED BY REFERENCE
TO A SPOT EXCHANGE RATE FOR THE PURCHASE OF US
DOLLARS WITH SUCH OTHER CURRENCY AS DISPLAYED
ON THE APPROPRIATE PAGE OF THE REUTERS SCREEN
AT OR AROUND 11.00 AM LONDON TIME ON THE BUSINESS
DAY BEFORE THE DAY THE COMPANY AGREES TO BUY
THE SHARES ; AND C) THE COMPANY DOES NOT PAY
MORE FOR EACH SHARE THAN 5% OVER THE AVERAGE
OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES
ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON
STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY
BEFORE THE DATE ON WHICH THE COMPANY TO BUY THE
SHARES AND THE PRICE STIPULATED BY ARTICLE 5(1)
OF THE BUY-BACK AND STABILISATION REGULATION
EC NO. 2273/2003 ; AUTHORITY EXPIRES EARLIER
TO APPLY FROM 04 MAY 2006 UNTIL THE EARLIER OF
THE END OF NEXT YEAR S AGM AND 03 AUG 2007 UNLESS
PREVIOUSLY CANCELLED OR VARIED BY THE COMPANY
GENERAL MEETING, BUT DURING THIS PERIOD THE COMPANY
MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE
MAY NOT BE COMPLETED FULLY OR PARTLY UNTIL
AFTER THE AUTHORITY ENDS AND MAY MAKE A PURCHASE
OF ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH
AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED
S.17 AUTHORIZE THE COMPANY, GENERALLY AND WITHOUT Management For *Management Position Unknown
CONDITIONS, TO MAKE MARKET PURCHASES AS DEFINED
IN THE COMPANIES ACT 1985 OF UP TO 328,388 DOLLAR
PREFERENCE SHARES AND UP TO 195,285,000 STARLING
PREFERENCE SHARES PROVIDED THAT: A) THE COMPANY
DOES NOT PAY LESS FOR EACH SHARE BEFORE EXPENSES
THAN THE NOMINAL VALUE OF THE SHARE OR THE
EQUIVALENT IN THE CURRENCY IN WHICH THE PURCHASE
IS MADE, CALCULATED BY REFERENCE TO THE SPOT
EXCHANGE RATE FOR THE PURCHASE OF THE CURRENCY
IN WHICH THE RELEVANT SHARE IS DENOMINATED WITH
SUCH OTHER CURRENCY AS DISPLAYED ON THE APPROPRIATE
PAGE OF THE REUTERS SCREEN AT OR AROUND 11.00
AM LONDON TIME ON THE BUSINESS DAY BEFORE THE
DAY THE COMPANY AGREES TO BUY THE SHARES ; AND
B) THE COMPANY DOES NOT PAY MORE: I) FOR EACH
STERLING PREFERENCE SHARE BEFORE EXPENSES THAN
25% OVER THE AVERAGE OF THE MIDDLE MARKET PRICES
OF SUCH SHARES ACCORDING TO THE DAILY OFFICIAL
LIST OF THE LONDON STOCK EXCHANGE FOR THE 10
BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON
WHICH THE COMPANY AGREES TO BUY THE SHARES; AND
II) FOR EACH DOLLAR PREFERENCE SHARE BEFORE
EXPENSES THAN 25% OVER THE AVERAGE OF THE MIDDLE
MARKET PRICES OF SUCH SHARES ACCORDING TO THE
DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE
FOR THE TEN BUSINESS DAYS IMMEDIATELY BEFORE
THE DATE ON WHICH THE COMPANY AGREES TO BUY THE
SHARES; AUTHORITY TO APPLY FROM 04 MAY 2006
UNTIL THE END OF NEXT YEAR S AGM AND 03 AUG 2007
UNLESS PREVIOUSLY CANCELLED OR VARIED BY THE
COMPANY IN GENERAL MEETING, BUT DURING THIS PERIOD
THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE
THE PURCHASE MAY NOT BE COMPLETED FULLY OR PARTLY
UNTIL AFTER THE AUTHORITY ENDS AND MAY MAKE
A PURCHASE OF SHARES IN ACCORDANCE WITH ANY SUCH
AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED
18. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985, AS AMENDED, TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND/OR TO INCUR EU POLITICAL EXPENDITURE AS
SPECIFIED UNDER SECTION 347A OF THE COMPANIES
ACT 1985, AS AMENDED PROVIDED THAT; I) SUCH
DONATIONS TO EU POLITICAL ORGANIZATIONS SHALL
NOT WHEN AGGREGATED WITH ANY DONATIONS TO EU
POLITICAL ORGANIZATIONS MADE BY THE STANDARD
CHARTERED BANK IN THE RELEVANT PERIOD IN TOTAL
EXCEED THE SUM OF GBP 100,000 OR THE EQUIVALENT
IN 1 OR MORE OTHER CURRENCIES TRANSLATED AT SUCH
RATES S AS THE DIRECTORS OF THE COMPANY SHALL
CONSIDER APPROPRIATE ; AND II) SUCH EU POLITICAL
EXPENDITURE SHALL NOT WHEN AGGREGATED WITH ANY
EU POLITICAL EXPENDITURE INCURRED BY STANDARD
CHARTERED BANK IN THE RELEVANT PERIOD IN TOTAL
EXCEED THE SUM OF GBP 100,000 OR THE EQUIVALENT
IN 1 OR MORE OTHER CURRENCIES TRANSLATED AT SUCH
RATES(S) AS THE DIRECTORS OF THE COMPANY SHALL
CONSIDER APPROPRIATE; AUTHORITY EXPIRES ON THE
EARLIER OF THE END OF NEXT YEAR S AGM AND 03
AUG 2007 ; THE COMPANY MAY ENTER INTO A CONTRACT
OR UNDERTAKING THIS AUTHORITY BEFORE ITS EXPIRY
WHICH WOULD OR MIGHT BE PERFORMED WHOLLY OR PARTLY
AFTER ITS EXPIRY AND MAY MAKE DONATIONS TO POLITICAL
ORGANIZATIONS AND/OR INCUR EU POLITICAL EXPENDITURE
PURSUANT TO SUCH CONTRACT OR UNDERSTANDING
19. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
347D OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND/OR TO INCUR
EU POLITICAL EXPENDITURE AS SPECIFIED UNDER
SECTION 347A OF THE COMPANIES ACT 1985, AS AMENDED
PROVIDED THAT; I) SUCH DONATIONS TO EU POLITICAL
ORGANIZATIONS SHALL NOT WHEN AGGREGATED WITH
ANY DONATIONS TO EU POLITICAL ORGANIZATIONS MADE
BY THE COMPANY IN THE RELEVANT PERIOD IN TOTAL
EXCEED THE SUM OF USD 100,000 OR THE EQUIVALENT
IN 1 OR MORE OTHER CURRENCIES TRANSLATED AT SUCH
RATES(S) AS THE DIRECTORS OF THE COMPANY SHALL
CONSIDER APPROPRIATE ; AND II) SUCH EU POLITICAL
EXPENDITURE SHALL NOT WHEN AGGREGATED WITH ANY
EU POLITICAL EXPENDITURE INCURRED BY COMPANY
IN THE RELEVANT PERIOD IN TOTAL EXCEED THE SUM
OF USD 100,000 OR THE EQUIVALENT IN 1 OR MORE
OTHER CURRENCIES TRANSLATED AT SUCH RATE(S) AS
THE DIRECTORS OF THE COMPANY SHALL CONSIDER APPROPRIATE;
AUTHORITY EXPIRES ON THE EARLIER OF THE END
OF NEXT YEAR S AGM AND 03 AUG 2007 ; THE COMPANY
MAY ENTER INTO A CONTRACT OR UNDERTAKING THIS
AUTHORITY BEFORE ITS EXPIRY WHICH WOULD OR MIGHT
BE PERFORMED WHOLLY OR PARTLY AFTER ITS EXPIRY
AND MAY MAKE DONATIONS TO POLITICAL ORGANIZATIONS
AND/OR INCUR EU POLITICAL EXPENDITURE PURSUANT
TO SUCH CONTRACT OR UNDERSTANDING
20. AMEND THE RULES OF THE STANDARD CHARTERED 2001 Management For *Management Position Unknown
PERFORMANCE SHARE PLAN TO REFLECT THE CHANGES
AS SPECIFIED AND AUTHORIZE THE BOARD TO DO ANYTHING
WHICH IT CONSIDERS NECESSARY OR DESIRABLE TO
GIVE EFFECT TO THESE CHANGES
21. APPROVE THE STANDARD CHARTERED 2006 RESTRICTED Management For *Management Position Unknown
SHARE SCHEME AS SPECIFIED AND AUTHORIZE THE BOARD
TO DO ANYTHING WHICH IT CONSIDERS NECESSARY OR
DESIRABLE TO CARRY THE SAME INTO EFFECT AND TO
MAKE SUCH CHANGES AS IT MAY CONSIDER
- ------------------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON AGM MEETING DATE: 05/09/2006
ISSUER: G9826T102 ISIN: GB0031411001
SEDOL: B06JJ58, 7320790, B02QZN3, 3141100
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ANNUAL REPORT AND FINANCIAL Management For *Management Position Unknown
STATEMENTS OF THE COMPANY AND THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON FOR THE
YE 31 DEC 2005
2. DECLARE A FINAL DIVIDEND OF USD 0.25 CENTS PER Management For *Management Position Unknown
ORDINARY SHARE IN RESPECT OF THE YE 31 DEC 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management For *Management Position Unknown
SPECIFIED FOR THE YE 31 DEC 2005
4. RE-ELECT MR. IVAN GLASENBERG AS A NON-EXECUTIVE Management For *Management Position Unknown
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE
128 OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. ROBERT MACDONNELL AS A NON-EXECUTIVE Management For *Management Position Unknown
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE
128 OF THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT DR. FREDERIK ROUX AS A NON-EXECUTIVE Management For *Management Position Unknown
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE
128 OF THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-ELECT MR. SANTIAGO ZALDUMBIDE AS A EXECUTIVE Management For *Management Position Unknown
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE
128 OF THE COMPANY S ARTICLES OF ASSOCIATION
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE
DIRECTORS TO DETERMINE THE REMUNERATION OF THE
AUDITORS
9. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL EXISTING AUTHORITY, AND PURSUANT TO SECTION
80 AND BY ARTICLE 14 OF THE COMPANY S ARTICLES
OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES
SECTION 80 UP TO AN AMOUNT OF USD 108,477,815
EQUIVALENT TO 216,955,630 ORDINARY SHARES OF
USD 0.50 EACH IN THE CAPITAL OF THE COMPANY ;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR AFTER THE PASSING OF THIS
RESOLUTION
S.10 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL EXISTING AUTHORITY, PURSUANT TO SECTION 89
AND BY ARTICLE 15 OF THE COMPANY S ARTICLES OF
ASSOCIATION, TO ALLOT EQUITY SECURITIES, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, AND THE AMOUNT IS USD 16,271,672 EQUIVALENT
TO 32,543,344 ORDINARY SHARES OF USD 0.50 EACH
IN THE CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR AFTER THE PASSING OF THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
AVIVA PLC AGM MEETING DATE: 05/10/2006
ISSUER: G0683Q109 ISIN: GB0002162385
SEDOL: 5983991, B02S658, 0216238, 4191007, B045BR4, 4100490
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS OF THE COMPANY FOR THE YE Management For *Management Position Unknown
31 DEC 2005 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND OF 17.44 PENCE ORDINARY Management For *Management Position Unknown
SHARE OF THE COMPANY FOR THE YE 31 DEC 2005
3. ELECT MS. MARY FRANCIS AS A DIRECTOR UNTIL THE Management For *Management Position Unknown
CONCLUSION OF THE NEXT GENERAL MEETING
4. RE-ELECT MR. RICHARD HARVEY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION UNDER COMPANY ARTICLE OF
ASSOCIATION
5. RE-ELECT MR. CAROLE PIWNICA AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION UNDER COMPANY ARTICLE OF
ASSOCIATION
6. RE-ELECT MR. PHILIP SCOTT AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION UNDER COMPANY ARTICLE OF
ASSOCIATION
7. RE-ELECT MR. PATRICK SNOWBALL AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION UNDER COMPANY ARTICLE
OF ASSOCIATION
8. RE-ELECT MR. DEREK STEVENS AS A DIRECTOR Management For *Management Position Unknown
9. RE-ELECT MR. ANDRE VILLENEUVE AS A DIRECTOR Management For *Management Position Unknown
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For *Management Position Unknown
S REMUNERATION
10. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT
AGM
12. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For *Management Position Unknown
DIRECTORS BY ARTICLE 5.04(A) OF THE COMPANY S
ARTICLES OF ASSOCIATION WITH THE SECTION 80 AMOUNT
BEING GBP 150 MILLIONS AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY OR 15
MONTHS
S.13 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For *Management Position Unknown
DIRECTORS BY ARTICLE 5.04(B) OF THE COMPANY S
ARTICLES OF ASSOCIATION WITH THE SECTION 89 AMOUNT
BEING GBP 29 MILLIONS AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY OR 15
MONTHS
14. APPROVE, SUBJECT TO THE SECTION 241A OF THE COMPANIES Management For *Management Position Unknown
ACT 1985, THE REMUNERATION REPORT AND ACCOUNTS
FOR THE YE 31 DEC 2005
S.15 AUTHORIZE THE DIRECTORS TO INCREASE SHARE CAPITAL Management For *Management Position Unknown
OF COMPANY FROM GBP1.45 BILLION AND EUR 700 MILLION
TO GBP 1.95 BILLION AND EUR 700 MILLION BY CREATING
500 MILLION PREFERENCE SHARES OF GBP1EACH;AND
THE DIRECTORS MAY ALLOT NEW PREFERENCE SHARES
AFTER THE ANY SUCH CONTRACT AS IF THE POWER CONFERRED
HEREBY HAD NOT EXPIRED ;AND PURSUANT TO SECTION
95 OF THE COMPANIES ACT 1985, TO ALLOT NEW PREFERENCE
SHARES FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) ; AUTHORITY EXPIRES THE
EARLIER OF THE NEXT AGM OF THE COMPANY IN 2011OR
5YEARS ; AND ALSO AMEND ARTICLE 3.06 IN THE COMPANY
S ARTICLES OF ASSOCIATION
S.16 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For *Management Position Unknown
CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY, TO MAKE ONE OR MORE MARKET PURCHASES
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 239 MILLION ORDINARY SHARES OF 25PENCE
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 25PENCE AND NOT MORE THAN 5% ABOVE THE
AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.17 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For *Management Position Unknown
CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY, TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF 8 % CUMULATIVE
IRREDEEMABLE PREFERENCE SHARES UP TO 100 MILLION
8 % CUMULATIVE PREFERENCE SHARES OF 25PENCE
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 25PENCE AND NOT MORE THAN 5% ABOVE THE
AVERAGE MARKET VALUE FOR 8 % CUMULATIVE PREFERENCE
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR15 MONTHS ;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE 8 % CUMULATIVE PREFERENCE SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
S.18 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For *Management Position Unknown
CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY, TO MAKE MARKET PURCHASES SECTION 163(3)
OF THE COMPANIES ACT 1985 OF 8 % CUMULATIVE
IRREDEEMABLE PREFERENCE SHARES UP TO 100 MILLION
8 % CUMULATIVE PREFERENCE SHARES OF GBP1 EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF GBP1 AND NOT MORE THAN 5% ABOVE THE AVERAGE
MARKET VALUE FOR 8 % CUMULATIVE PREFERENCE
SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR15 MONTHS ;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE 8 % CUMULATIVE PREFERENCE SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
GALLAHER GROUP PLC, LONDON AGM MEETING DATE: 05/10/2006
ISSUER: G3708C105 ISIN: GB0003833695
SEDOL: 0383369, 5830309
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YE 31 DEC 2005 AND THE AUDITORS REPORT
THEREON
2. DECLARE A FINAL DIVIDEND OF 22.9 PENCE PER ORDINARY Management For *Management Position Unknown
SHARE FOR THE YE 31 DEC 2005 PAYABLE ON 23 MAY
2006 TO SHAREHOLDERS ON THE REGISTER AT THE CLOSE
OF BUSINESS ON 17 MAR 2006
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE 2005 ANNUAL REPORT AND FINANCIAL STATEMENTS
S.13 AUTHORIZE THE BOARD UNDER AUTHORITY GIVEN BY Management For *Management Position Unknown
RESOLUTION 12 AND/OR WHERE AN ALLOTMENT CONSTITUTES
AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF
SECTION 94(3A) OF THE ACT, TO ALLOT EQUITY SECURITIES,
ENTIRELY PAID FOR IN CASH, FREE OF THE RESTRICTION
IN SECTION 89(1) OF THE ACT, THE TOTAL NOMINAL
AMOUNT OF EQUITY SECURITIES WHICH CAN BE ALLOTTED
UNDER THIS POWER IS GBP 3,280,130 OR 32,801,300;
AUTHORITY EXPIRES EARLIER OF THE CONCLUSION
OF THE COMPANY S AGM TO BE HELD IN 2007 OR 09
AUG 2007 ; TO MAKE OFFERS, AND ENTER INTO AGREEMENTS,
WHICH WOULD, OR MIGHT, NEED EQUITY SECURITIES
TO BE ALLOTTED AFTER THIS PERIOD; THERE IS NO
LIMIT AN THE TOTAL NOMINAL AMOUNT OF EQUITY SECURITIES
WHICH CAN BE ALLOTTED UNDER THIS POWER WHERE
THE ALLOTMENT IS IN CONNECTION WITH A RIGHTS
ISSUE, IN ALL OTHER CASES
S.14 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE ACT OFUP TO 65,602,600
ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 10 PENCE
AND AMOUNT EQUAL TO 105% ABOVE THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF
PURCHASE; AUTHORITY EXPIRES EARLIER OF THE CONCLUSION
OF THE COMPANY S AGM TO BE HELD IN 2007 OR 09
AUG 2007 ; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER
SUCH EXPIRY
4. RE-ELECT MR. JOHN GILDERSLEEVE AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
5. RE-ELECT SIR GRAHAM HEARNE AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT MR. RONNIE BELL AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
7. RE-ELECT MR. MARK ROLFE AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY FOR 2006, AND AUTHORIZE
THE DIRECTORS TO FIX THE AUDITORS REMUNERATION
9. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985 THE ACT , TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND TO INCUR EU POLITICAL EXPENDITURE SECTION
347A OF THE ACT , UP TO A MAXIMUM AGGREGATE AMOUNT
OF GBP 50,000 PER ANNUM; AUTHORITY EXPIRES EARLIER
OF THE CONCLUSION OF THE COMPANY S AGM TO BE
HELD IN 2007 OR 09 AUG 2007
10. AUTHORIZE GALLAHER LIMITED, A WHOLLY-OWNED SUBSIDIARY Management For *Management Position Unknown
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF THE ACT, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE
SECTION 347A OF THE ACT , UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000 PER ANNUM; AUTHORITY EXPIRES
EARLIER OF THE CONCLUSION OF THE COMPANY S AGM
TO BE HELD IN 2007 OR 09 AUG 2007
11. AUTHORIZE AUSTRIA TABAK GMBH & CO. KG, BEING Management For *Management Position Unknown
A SUBSIDIARY UNDERTAKING OF THE COMPANY WHICH
IS INCORPORATED OUTSIDE GREAT BRITAIN, IN ACCORDANCE
WITH SECTION 347E OF THE ACT, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPENDITURE SECTION 347A OF THE ACT
, UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000
PER ANNUM; AUTHORITY EXPIRES EARLIER OF THE
CONCLUSION OF THE COMPANY S AGM TO BE HELD IN
2007 OR 09 AUG 2007
12. AUTHORIZE THE BOARD, GENERALLY AND WITHOUT CONDITIONS, Management For *Management Position Unknown
UNDER SECTION 80 OF THE ACT TO ALLOT SHARES,
AND THE RIGHTS TO SHARES WHICH ARE DEFINED IN
SECTION 80 AS RELEVANT SECURITIES , UP TO TOTAL
NOMINAL AMOUNT OF GBP 21,867,530 OR 218,675,300;
AUTHORITY EXPIRES EARLIER OF THE CONCLUSION
OF THE COMPANY S AGM TO BE HELD IN 2007 OR 09
AUG 2007 ; AND THE BOARD CAN MAKE OFFERS, AND
ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT
NEED RELEVANT SECURITIES TO BE ALLOTTED AFTER
THIS PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
PROSPERITY REAL ESTATE INVESTMENT TRUST AGM MEETING DATE: 05/10/2006
ISSUER: Y7084Q109 ISIN: HK0808032913
SEDOL: B0V0LW7, B0PVBN7, B0WW4J0
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE AUDITED FINANCIAL STATEMENTS OF PROSPERITY Management For *Management Position Unknown
REIT, TOGETHER WITH THE AUDITORS REPORT FOR
THE PERIOD FROM 16 DEC 2005 TO 31 DEC 2005
2. APPOINT THE AUDITORS OF PROSPERITY REIT AND APPROVE Management For *Management Position Unknown
TO FIX THEIR REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
CHRISTIAN DIOR SA, PARIS EGM MEETING DATE: 05/11/2006
ISSUER: F26334106 ISIN: FR0000130403 BLOCKING
SEDOL: 4061393, 4194545, B02PS53, 4069030, 5690097
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting Non-Voting *Management Position Unknown
YOU
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting Non-Voting *Management Position Unknown
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON THE COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE STATUTORY AUDITORS,APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2005
O.2 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS GENERAL REPORT, APPROVE THE
COMPANY S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE 31 DEC 2005; GRANT PERMANENT
DISCHARGE TO THE BOARD OF DIRECTORS FOR THE PERFORMANCE
OF THEIR DUTIES DURING THE SAID FY
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND RESOLVE THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: INCOME: EUR 166,439,324.94, RETAINED
EARNINGS: EUR 82,631,900.97 THUS A DISTRIBUTABLE
INCOME OF: EUR 249,071,225.91, ALLOCATION OF
THE INCOME: DIVIDEND OF EUR 1.16 PER SHARE: EUR
210,803,375.68, THE BALANCE TO RETAINED EARNINGS:
EUR 38,267,850.23 TOTAL: EUR 249,071,225.91;
THE SHAREHOLDERS MEETING REMINDS THAT AN INTERIM
DIVIDEND OF EUR 0.32 WAS ALREADY PAID ON 02 DEC
2005; THE REMAINING DIVIDEND OF EUR 0.84 WILL
BE PAID ON 18 MAY 2006, AND WILL ENTITLE NATURAL
PERSONS TO THE 40% ALLOWANCE
O.5 APPROVE TO RENEW THE APPOINTMENT OF MR. ANTOINE Management Take No Action *Management Position Unknown
BERNHEIM AS A DIRECTOR FOR A 3-YEAR PERIOD
O.6 APPROVE TO RENEW THE APPOINTMENT OF MR. ERIC Management Take No Action *Management Position Unknown
GUERLAIN AS A DIRECTOR FOR A 3-YEAR PERIOD
E.15 AMEND THE STATUTORY PROVISIONS REGARDING: THE Management Take No Action *Management Position Unknown
CHANGE OF SHARE CAPITAL, THE CALLING AND DELIBERATIONS
OF THE BOARD OF DIRECTORS, THE AGE LIMIT OF THE
DIRECTORS, PRESIDENT OF THE BOARD OF DIRECTORS,
MANAGING DIRECTOR AND DELEGATE MANAGING DIRECTOR,
THE QUORUM OF THE ORDINARY AND EXTRAORDINARY
SHAREHOLDERS MEETINGS; ACKNOWLEDGE THE AMENDMENTS
TO THE BYLAWS IN ITS ARTICLES 7, 9, 11, 12, 15,
18, 20, 22, 27 AND 30 AND DECIDE TO REPLACE,
FROM NOW ON, SAID MODIFIED BYLAWS TO THOSE CURRENTLY
IN FORCE
O.7 APPROVE TO RENEW THE APPOINTMENT OF MR. DENIS Management Take No Action *Management Position Unknown
DALIBOT AS A DIRECTOR FOR A 3-YEAR PERIOD
O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. CHRISTIAN Management Take No Action *Management Position Unknown
DE LABRIFFE AS A DIRECTOR FOR A 3-YEAR PERIOD
O.9 APPOINT MR. JAIME DE MARICHALAR YSAENZ DE TEJADA Management Take No Action *Management Position Unknown
AS A DIRECTOR FOR A 3-YEAR PERIOD
O.10 APPOINT MR. ALESSANDRO VALLARINO GANCIA AS A Management Take No Action *Management Position Unknown
DIRECTOR FOR A 3-YEAR PERIOD
O.11 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 104,830.00 Management Take No Action *Management Position Unknown
TO THE BOARD OF DIRECTORS
O.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION Management Take No Action *Management Position Unknown
TO THE AUTHORITY GRANTED BYTHE SHAREHOLDERS
MEETING OF 12 MAY 2005, TO BUY BACK THE COMPANY
S SHARES ON THE OPEN MARKET, SUBJECT TO THE CONDITIONS
DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR
110.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
0.5% OF THE SHARE CAPITAL, I.E. 908,635 SHARES,
MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 100,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION Management Take No Action *Management Position Unknown
TO THE AUTHORITY GRANTED BYTHE SHAREHOLDERS
MEETING OF 12 MAY 2005, TO REDUCE THE SHARE CAPITAL,
ON ONE OR MORE OCCASIONS, BY CANCELING THE SHARES
HELD BY THE COMPANY, UP TO A MAXIMUM OF 10% OF
THE SHARE CAPITAL OVER A 24-MONTH PERIOD; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION Management Take No Action *Management Position Unknown
TO THE AUTHORITY GRANTED BYTHE SHAREHOLDERS
MEETING OF 14 MAY 2001, TO GRANT, IN ONE OR MORE
TRANSACTIONS, WITH WAIVER TO THE PREFERENTIAL
SUBSCRIPTION RIGHT, TO THE BENEFIT OF THE EMPLOYEES
AND MANAGERS OF THE COMPANY OR RELATED COMPANIES,
OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIBE
FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING
SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED
THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES, WHICH SHALL EXCEED 3% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END
OF 38 MONTHS ; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE MIX MEETING DATE: 05/12/2006
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4905413, 5638279, B030QX1, 4617462, 5180628, 5836976
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting Non-Voting *Management Position Unknown
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITOR Management Take No Action *Management Position Unknown
S GENERAL REPORT; APPROVES THE COMPANY S FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2005
O.2 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE STATUTORY AUDITORS AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
0.3 APPROVE THAT THE INCOME FOR THE FY BE APPROPRIATED Management Take No Action *Management Position Unknown
AS FOLLOWS: EARNINGS FOR THE FY: 4,142,954,352.00;
AVAILABLE RETAINED EARNINGS: EUR 1,458,995,601.00;
AMOUNT TO BE ALLOCATED: EUR 5,601,949,953.00;
TOTAL DIVIDEND: EUR 4,005,393,598.00 RETAINED
EARNINGS: EUR 1,596,556,355.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 6.48 PER SHARE
OF EUR 10.00 FACE VALUE; THE SHAREHOLDERS MEETING
REMINDS AN INTERIM DIVIDEND OF EUR 3.00, ENTITLING
NATURAL PERSONS DOMICILED IN FRANCE TO THE 50
% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE,
WAS ALREADY PAID ON 24 NOV 2005 AND THE REMAINING
DIVIDEND OF EUR 3.48 WILL BE PAID ON 18 MAY,
2006, AND WILL ENTITLE NATURAL PERSONS DOMICILED
IN FRANCE TO THE 40% ALLOWANCE PROVIDED BY THE
FRENCH TAX CODE
O.4 AUTHORIZE THE BOARD OF DIRECTORS TO TRANSFER Management Take No Action *Management Position Unknown
THE AMOUNT OF EUR 2,807,661,894.50 POSTED TO
THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS
TO THE RETAINED EARNINGS ACCOUNT, IN THE EVENT
OF AN OPTION EXERCISE PURSUANT TO ARTICLE 39
OF THE AMENDED FINANCE LAW FOR THE YEAR 2004
O.5 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management Take No Action *Management Position Unknown
ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE; AND APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.7 APPOINT MS. ANNE LAUVERGEON AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.6 AUTHORIZES THE BOARD OF DIRECTORS, IN SUPERSESSION Management Take No Action *Management Position Unknown
OF THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE COMBINED SHAREHOLDERS MEETING OF 17 MAY
2005 IN ITS RESOLUTION NO. 5, TO PURCHASE OR
SELL COMPANY S SHARES IN CONNECTION WITH THE
IMPLEMENTATION OF A STOCK REPURCHASE PLAN, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 300.00 PER SHARE OF A PAR VALUE OF
EUR 10.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10 % OF THE SHARE CAPITAL, I.E. 27,262,297 SHARES
OF A PAR VALUE OF EUR 10.00; MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 8,178,689,100.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES THIS AUTHORIZATION
O.8 APPOINT MR. DANIEL BOUTON AS A DIRECTOR FOR A Management Take No Action *Management Position Unknown
3-YEAR PERIOD
O.9 APPOINT MR. BERTRAND COLLOMB AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.10 APPOINT MR. ANTOINE JEANCOURT-GALIGNANI AS A Management Take No Action *Management Position Unknown
DIRECTOR FOR A 3-YEAR PERIOD
O.11 APPOINT MR. MICHEL PEBEREAU AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.12 APPOINT MR. PIERRE VAILLAUD AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.13 APPOINT MR. CHRISTOPHE DE MARGERIE AS A DIRECTOR Management Take No Action *Management Position Unknown
FOR A 3-YEAR PERIOD
E.14 ACKNOWLEDGE THE CONTRIBUTION AGREEMENT BASED Management Take No Action *Management Position Unknown
ON THE SPIN-OFFS LEGAL FRAMEWORK, ESTABLISHED
BY PRIVATE AGREEMENT ON 15 MAR 2006, UNDER WHICH
IT IS STATED THAT TOTAL S.A. SHALL GRANT ITS
SHARES TO ARKEMA IN THE COMPANIES ARKEMA FRANCE,
SOCIETE DE DEVELOPMENT ARKEMA S.D.A , ARKEMA
FINANCE FRANCE, MIMOSA AND ARKEMA EUROPE HOLDINGS
BV; AND APPROVE ALL THE TERMS OF THE CONTRIBUTION
AGREEMENT AND THE CONTRIBUTION OF A NET VALUE
OF EUR 1,544,175,344.82 THAT WILL COME INTO EFFECT
ON ITS EFFECTIVE DATE IN CONSIDERATION FOR THIS
CONTRIBUTION, ARKEMA WILL INCREASE THE SHARE
CAPITAL BY A NOMINAL AMOUNT OF EUR 605,670,910.00,
BY THE CREATION OF 60,567,091 SHARES, ACCORDING
TO AN EXCHANGE RATIO OF 1 ARKEMA SHARE AGAINST
10 TOTAL S.A. SHARES THE NUMBER OF SHARES AND
THE NOMINAL AMOUNT OF CAPITAL INCREASE WILL BE
ADJUSTED ACCORDING TO THEN NUMBER OF COMPANY
SHARES ENTITLED TO THE ALLOCATION OF ARKEMA SHARES,
AS THE AMOUNT OF CAPITAL INCREASE IS EQUAL TO
THE NUMBER OF ARKEMA SHARES ALLOCATED BY THE
COMPANY TO ITS OWN SHAREHOLDERS MULTIPLIED BY
THE PAR VALUE OF THE ARKEMA SHARE, WITHIN THE
LIMIT OF A MAXIMUM NOMINAL AMOUNT OF CAPITAL
INCREASE IN CONSIDERATION FOR THE CONTRIBUTION
OF EUR 609,670,910.00 BY WAY OF ISSUING A MAXIMUM
NUMBER OF 60,967,091 NEW ARKEMA SHARES THESE
NEW SHARES WILL BE ASSIMILATED IN ALL RESPECTS
TO THE EXISTING SHARES, WILL BE SUBJECT TO THE
STATUTORY PROVISIONS AND WILL GRANT ENTITLEMENT
TO ANY DISTRIBUTION OF DIVIDEND AS FROM 01 JAN
2005; THE ARKEMA SHARES CONTRIBUTION OF EUR 1,544,175,344.82
SHALL COUNT AGAINST THE ISSUANCE AND CONTRIBUTION
PREMIUM ACCOUNT WHICH AMOUNTED TO EUR 34,563,052,123.17
AND WILL AMOUNT TO EUR 33,018,876,778.35; AND
TO THE CHAIRMAN OF THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
E.15 APPROVE TO REDUCE THE NOMINAL VALUE OF THE SHARES Management Take No Action *Management Position Unknown
FROM EUR 10.00 TO EUR 2.50;THE NUMBER OF EXITING
SHARE WILL BE MULTIPLIED BY 4; AUTHORIZE THE
BOARD OF THE DIRECTORS TO ALL NECESSARY MEASURE;
AND AMEND ARTICLE 6
E.16 AMEND ARTICLE 11-3 OF THE BY-LAWS: EACH DIRECTORS Management Take No Action *Management Position Unknown
SHALL HOLD AT LEAST 1,000 SHARES DURING HIS/HER
TERM OF OFFICE
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE MIX MEETING DATE: 05/12/2006
ISSUER: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 0214663, 4905413, 5638279, B030QX1, 4617462, 5180628, 5836976
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting Non-Voting *Management Position Unknown
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Voting *Management Position Unknown
ID 296923 DUE TO ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
O.1 RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITOR Management Take No Action *Management Position Unknown
S GENERAL REPORT; APPROVES THE COMPANY S FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2005
O.2 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE STATUTORY AUDITORS AND THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
0.3 APPROVE THAT THE INCOME FOR THE FY BE APPROPRIATED Management Take No Action *Management Position Unknown
AS FOLLOWS: EARNINGS FOR THE FY: 4,142,954,352.00;
AVAILABLE RETAINED EARNINGS: EUR 1,458,995,601.00;
AMOUNT TO BE ALLOCATED: EUR 5,601,949,953.00;
TOTAL DIVIDEND: EUR 4,005,393,598.00 RETAINED
EARNINGS: EUR 1,596,556,355.00; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 6.48 PER SHARE
OF EUR 10.00 FACE VALUE; THE SHAREHOLDERS MEETING
REMINDS AN INTERIM DIVIDEND OF EUR 3.00, ENTITLING
NATURAL PERSONS DOMICILED IN FRANCE TO THE 50
% ALLOWANCE PROVIDED BY THE FRENCH TAX CODE,
WAS ALREADY PAID ON 24 NOV 2005 AND THE REMAINING
DIVIDEND OF EUR 3.48 WILL BE PAID ON 18 MAY,
2006, AND WILL ENTITLE NATURAL PERSONS DOMICILED
IN FRANCE TO THE 40% ALLOWANCE PROVIDED BY THE
FRENCH TAX CODE
O.4 AUTHORIZE THE BOARD OF DIRECTORS TO TRANSFER Management Take No Action *Management Position Unknown
THE AMOUNT OF EUR 2,807,661,894.50 POSTED TO
THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS
TO THE RETAINED EARNINGS ACCOUNT, IN THE EVENT
OF AN OPTION EXERCISE PURSUANT TO ARTICLE 39
OF THE AMENDED FINANCE LAW FOR THE YEAR 2004
O.7 APPOINT MS. ANNE LAUVERGEON AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.5 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management Take No Action *Management Position Unknown
ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE; AND APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.6 AUTHORIZES THE BOARD OF DIRECTORS, IN SUPERSESSION Management Take No Action *Management Position Unknown
OF THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE COMBINED SHAREHOLDERS MEETING OF 17 MAY
2005 IN ITS RESOLUTION NO. 5, TO PURCHASE OR
SELL COMPANY S SHARES IN CONNECTION WITH THE
IMPLEMENTATION OF A STOCK REPURCHASE PLAN, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 300.00 PER SHARE OF A PAR VALUE OF
EUR 10.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10 % OF THE SHARE CAPITAL, I.E. 27,262,297 SHARES
OF A PAR VALUE OF EUR 10.00; MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 8,178,689,100.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES THIS AUTHORIZATION
O.8 APPOINT MR. DANIEL BOUTON AS A DIRECTOR FOR A Management Take No Action *Management Position Unknown
3-YEAR PERIOD
O.9 APPOINT MR. BERTRAND COLLOMB AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.10 APPOINT MR. ANTOINE JEANCOURT-GALIGNANI AS A Management Take No Action *Management Position Unknown
DIRECTOR FOR A 3-YEAR PERIOD
O.11 APPOINT MR. MICHEL PEBEREAU AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.12 APPOINT MR. PIERRE VAILLAUD AS A DIRECTOR FOR Management Take No Action *Management Position Unknown
A 3-YEAR PERIOD
O.13 APPOINT MR. CHRISTOPHE DE MARGERIE AS A DIRECTOR Management Take No Action *Management Position Unknown
FOR A 3-YEAR PERIOD
E.14 ACKNOWLEDGE THE CONTRIBUTION AGREEMENT BASED Management Take No Action *Management Position Unknown
ON THE SPIN-OFFS LEGAL FRAMEWORK, ESTABLISHED
BY PRIVATE AGREEMENT ON 15 MAR 2006, UNDER WHICH
IT IS STATED THAT TOTAL S.A. SHALL GRANT ITS
SHARES TO ARKEMA IN THE COMPANIES ARKEMA FRANCE,
SOCIETE DE DEVELOPMENT ARKEMA S.D.A , ARKEMA
FINANCE FRANCE, MIMOSA AND ARKEMA EUROPE HOLDINGS
BV; AND APPROVE ALL THE TERMS OF THE CONTRIBUTION
AGREEMENT AND THE CONTRIBUTION OF A NET VALUE
OF EUR 1,544,175,344.82 THAT WILL COME INTO EFFECT
ON ITS EFFECTIVE DATE IN CONSIDERATION FOR THIS
CONTRIBUTION, ARKEMA WILL INCREASE THE SHARE
CAPITAL BY A NOMINAL AMOUNT OF EUR 605,670,910.00,
BY THE CREATION OF 60,567,091 SHARES, ACCORDING
TO AN EXCHANGE RATIO OF 1 ARKEMA SHARE AGAINST
10 TOTAL S.A. SHARES THE NUMBER OF SHARES AND
THE NOMINAL AMOUNT OF CAPITAL INCREASE WILL BE
ADJUSTED ACCORDING TO THEN NUMBER OF COMPANY
SHARES ENTITLED TO THE ALLOCATION OF ARKEMA SHARES,
AS THE AMOUNT OF CAPITAL INCREASE IS EQUAL TO
THE NUMBER OF ARKEMA SHARES ALLOCATED BY THE
COMPANY TO ITS OWN SHAREHOLDERS MULTIPLIED BY
THE PAR VALUE OF THE ARKEMA SHARE, WITHIN THE
LIMIT OF A MAXIMUM NOMINAL AMOUNT OF CAPITAL
INCREASE IN CONSIDERATION FOR THE CONTRIBUTION
OF EUR 609,670,910.00 BY WAY OF ISSUING A MAXIMUM
NUMBER OF 60,967,091 NEW ARKEMA SHARES THESE
NEW SHARES WILL BE ASSIMILATED IN ALL RESPECTS
TO THE EXISTING SHARES, WILL BE SUBJECT TO THE
STATUTORY PROVISIONS AND WILL GRANT ENTITLEMENT
TO ANY DISTRIBUTION OF DIVIDEND AS FROM 01 JAN
2005; THE ARKEMA SHARES CONTRIBUTION OF EUR 1,544,175,344.82
SHALL COUNT AGAINST THE ISSUANCE AND CONTRIBUTION
PREMIUM ACCOUNT WHICH AMOUNTED TO EUR 34,563,052,123.17
AND WILL AMOUNT TO EUR 33,018,876,778.35; AND
TO THE CHAIRMAN OF THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
E.16 AMEND ARTICLE 11-3 OF THE BY-LAWS: EACH DIRECTORS Management Take No Action *Management Position Unknown
SHALL HOLD AT LEAST 1,000 SHARES DURING HIS/HER
TERM OF OFFICE
E.15 APPROVE TO REDUCE THE NOMINAL VALUE OF THE SHARES Management Take No Action *Management Position Unknown
FROM EUR 10.00 TO EUR 2.50;THE NUMBER OF EXITING
SHARE WILL BE MULTIPLIED BY 4; AUTHORIZE THE
BOARD OF THE DIRECTORS TO ALL NECESSARY MEASURE;
AND AMEND ARTICLE 6
A. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Take No Action *Management Position Unknown
PROPOSAL: AMEND ARTICLE NUMBER 11 OF THE BYLAWS,
AS SPECIFIED
B. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Take No Action *Management Position Unknown
PROPOSAL: APPROVE TO GRANT A SECOND SEAT AS AN
EMPLOYEE-SHAREHOLDER TO THE BOARD OF TOTAL S.A
- ------------------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE AGM MEETING DATE: 05/17/2006
ISSUER: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, B01DHS4, 4907657
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2005
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2005
3. ELECT DR. MONCEF SLAOUI AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. ELECT MR. TOM DE SWAAN AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
5. RE-ELECT MR. LARRY CULP AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT SIR. CRISPIN DAVIS AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
7. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
8. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSCOOPERS Management For *Management Position Unknown
LLP AS THE AUDITORS TO THE COMPANY UNTIL THE
END OF THE NEXT MEETING AT WHICH ACCOUNTS ARE
LAID BEFORE THE COMPANY
9. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
10. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown
OF THE COMPANIES ACT 1985 THE ACT , TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO
INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM
AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
IN 2007 OR 16 NOV 2007
11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL SUBSTITUTING AUTHORITIES, TO ALLOT RELEVANT
SECURITIES SECTION 80 OF THE ACT UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 485,201,557; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY S AGM IN 2007 OR 16 NOV 2007 ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.12 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE ACT, TO ALLOT
EQUITY SECURITIES SECTION 94 OF THE ACT FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED ON DIRECTORS
BY RESOLUTION 11 AND /OR WHERE SUCH ALLOTMENT
CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES
BY VIRTUE OF SECTION 94(3A)OF THE ACT, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION
WITH A RIGHTS ISSUE AS DEFINED IN ARTICLE 12.5
OF THE COMPANY S ARTICLES OF ASSOCIATION PROVIDED
THAT AN OFFER OF EQUITY SECURITIES PURSUANT TO
ANY SUCH RIGHTS ISSUE NEED NOT BE OPEN TO ANY
SHAREHOLDER HOLDING ORDINARY SHARES AS TREASURY
SHARES; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 72,780,233; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2007 OR ON 16 NOV 2007 ; AND THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.13 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE ACT, TO MAKE MARKET PURCHASES SECTION
163 OF THE ACT OF UP TO 582,241,869 ORDINARY
SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
HELD IN 2007 OR ON 16 NOV 2007 ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
NEXT PLC, LEICESTER AGM MEETING DATE: 05/17/2006
ISSUER: G6500M106 ISIN: GB0032089863
SEDOL: B02SZZ1, 3208986
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITORS FOR THE PERIOD
ENDED 28 JAN 2006
2. APPROVE THE REMUNERATION REPORT FOR THE PERIOD Management For *Management Position Unknown
ENDED 28 JAN 2006
3. DECLARE A FINAL DIVIDEND OF 30P PER SHARE IN Management For *Management Position Unknown
RESPECT OF THE PERIOD ENDED 28 JAN 2006
4. RE-ELECT MR. JOHN BARTON AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION ACCORDING TO ARTICLE 91
5. RE-ELECT MR. CHRISTOS ANGELIDES AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION ACCORDING TO ARTICLE
91
6. RE-ELECT MR. DEREK NETHERTON AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION ACCORDINGTO ARTICLE 91
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
AND AUTHORIZE THE DIRECTORS TO SET THEIR REMUNERATION
8. APPROVE THE RULES OF THE NEXT 2006 PERFORMANCE Management For *Management Position Unknown
SHARE PLAN THE PLAN , THE MAIN FEATURES OF WHICH
ARE SUMMARIZED AS SPECIFIED AND AUTHORIZE THE
DIRECTORS TO: A) MAKE SUCH MODIFICATIONS TO THE
PLAN AS THEY MAY CONSIDER APPROPRIATE TO TAKE
ACCOUNTS OF THE REQUIREMENTS OF THE UK LISTING
AUTHORITY AND BEST PRACTICE TO ADOPT THE PLAN
AS SO MODIFIED AND TO DO ALL SUCH ACTS AND THINGS
AS THEY MAKE CONSIDER APPROPRIATE TO IMPLEMENT
THE PLAN; AND B) ESTABLISH FURTHER PLANS BASED
ON THE PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL
TAX, EXCHANGE CONTROL OR SECURITIES LAW IN OVERSEAS
TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE
UNDER SUCH FURTHER PLANS SHALL BE TREATED AS
COUNTING AGAINST THE LIMITS ON INDIVIDUAL OR
OVERALL PARTICIPATION IN THE PLAN
9. APPROVE THE NEXT RISK/REWARD INVESTMENT PLAN Management For *Management Position Unknown
THE PLAN , THE MAIN FEATURES OFWHICH ARE AS
SPECIFIED AND AUTHORIZE THE DIRECTORS TO TAKE
ANY ACTION THEY CONSIDER NECESSARY TO IMPLEMENT
THE PLAN; AUTHORITY EXPIRES AT THE CONCLUSION
OF COMPANY S AGM IN 2007
10. AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
, TO EXERCISE ALL POWERS OF THE COMPANY TO ALLOT
RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 8,000,000; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE COMPANY S AGM IN 2007
; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.11 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY AND PURSUANT TO SECTION
95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT
EQUITY SECURITIES SECTION 94 OF THE ACT PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 SET
OUT IN THE NOTICE OF THIS MEETING FOR CASH AND
SELL RELEVANT SHARES AS DEFINED IN THE SECTION
94 OF THE ACT HELD BY THE COMPANY AS TREASURY
SHARES AS DEFINED IN SECTION 162A OF THE ACT
FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
AND THE SALE OF TREASURY SHARES: A) IN CONNECTION
WITH A RIGHTS ISSUE , OPEN OFFER OR OTHER PRE-EMPTIVE
OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; AND
B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 1,200,00
BEING LESS THAN 5% OF THE ISSUED ORDINARY SHARE
CAPITAL OUTSTANDING AT 21 MAR 2006; AUTHORITY
EXPIRES AT THE CONCLUSION OF THE COMPANY S AGM
IN 2007 ; AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES OR SELL TREASURY SHARES AFTER THE
EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH
AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For *Management Position Unknown
46 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
AND SECTION 166 OF THE COMPANIES ACT 2985 THE
ACT , TO MAKE MARKET PURCHASES SECTION 163 OF
THE ACT OF UP TO 36,000,000 ORDINARY SHARES
OF 10P EACH OR NO MORE THAN 15% OF THE ISSUED
ORDINARY SHARE CAPITAL OUTSTANDING AT THE DATE
OF THE AGM, SUCH LIMIT TO BE REDUCED BY THE NUMBER
OF ANY SHARES PURCHASED PURSUANT TO THE AUTHORITY
GRANTED BY RESOLUTION S.13, AT A MINIMUM PRICE
OF 10P AND NOT MORE THAN 105% OF THE AVERAGE
OF THE MIDDLE MARKET PRICE FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF 15 MONTHS OR AT THE CONCLUSION
OF THE AGM OF THE COMPANY HELD IN 2007 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.13 APPROVE, FOR THE PURPOSES OF SECTION 164 AND Management For *Management Position Unknown
165 OF THE COMPANIES ACT 1985, THE PROPOSED PROGRAMME
AGREEMENTS TO BE ENTERED INTO BETWEEN THE COMPANY
AND EACH OF GOLDMAN SACHS INTERNATIONAL, UBS
AG AND DEUTSCHE BANK AG THE PROGRAMME AGREEMENTS
AND AUTHORIZE THE COMPANY TO ENTER INTO THE
PROGRAMME AGREEMENTS AND ALL AND ANY CONTINGENT
FORWARD TRADES WHICH MAY BE EFFECTED OR MADE
FROM TIME TO TIME UNDER OR PURSUANT TO THE PROGRAMME
AGREEMENTS FOR THE CONTINGENT OFF-MARKET PURCHASE
BY THE COMPANY OF ITS ORDINARY SHARES OF 10 PENCE
EACH FOR CANCELLATION, AS SPECIFIED; AUTHORITY
EXPIRES THE EARLIER OF 15 MONTHS OR AT THE CONCLUSION
OF THE AGM OF THE COMPANY TO BE HELD IN 2007
; AND PROVIDED THAT SHARES PURCHASED PURSUANT
TO THIS AUTHORITY WILL REDUCE THE NUMBER OF SHARES
THAT THE COMPANY MAY PURCHASE UNDER THE GENERAL
AUTHORITY GRANTED UNDER RESOLUTION S.12
S.14 AMEND THE ARTICLE 88(1) OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
OF THE COMPANY AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC AGM MEETING DATE: 05/18/2006
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: B02S7G6, 5659883, 0610700, 6149703
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 52 WEEKS Management For *Management Position Unknown
ENDED 01 JAN 2006 AND THE REPORTS OF THE DIRECTORS
AND AUDITORS
2. APPROVE THE FINAL DIVIDEND OF 9.00 PENCE PER Management For *Management Position Unknown
ORDINARY SHARE PAYABLE ON 26 MAY2006 TO THE ORDINARY
SHAREHOLDERS REGISTERED AT THE CLOSE OF BUSINESS
ON 28 APR 2006
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE REPORT AND ACCOUNTS
4. RE-APPOINT MR. ROGER CARR AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT MR. KEN HENNA AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY, WHO RETIRES BY ROTATION
6. RE-APPOINT MR. TODD STITZER AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY, WHO RETIRES BY ROTATION
7. RE-APPOINT LORD PATTEN AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
8. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH THE COMBINED CODE
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY UNTIL THE NEXT GENERAL MEETING
AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
11. APPROVE THE CADBURY SCHWEPPES INTERNATIONAL SHARE Management For *Management Position Unknown
AWARD PLAN THE PLAN AND AUTHORIZE THE DIRECTORS
TO VOTE AND BE COUNTED IN THE QUORUM ON ANY MATTERS
CONNECTED WITH THE PLAN EXCEPT THAT NO DIRECTOR
MAY VOTE OR BE COUNTED IN THE QUORUM IN RESPECT
OF HIS OWN PARTICIPATION AND ANY PROHIBITION
ON VOTING OR COUNTING IN QUORUM CONTAINED IN
THE ARTICLES OF ASSOCIATION OF THE COMPANY BE
AND IS RELAXED ACCORDINGLY
12. AUTHORIZE THE DIRECTORS TO AMEND THE RULES OF Management For *Management Position Unknown
THE CADBURY SCHWEPPES 2004 LONGTERM INCENTIVE
PLAN AND TO DO ALL SUCH ACTS AND THINGS AS MAY
BE NECESSARY TO CARRY THE SAME INTO EFFECT
13. AUTHORIZE THE DIRECTORS OF THE COMPANY GENERALLY Management For *Management Position Unknown
AND UNCONDITIONALLY TO ALLOT RELEVANT SECURITIES
AS DEFINED SECTION 80 OF THE COMPANIES ACT 1985
UP TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP
86.09 MILLION; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY NEXT YEAR ; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
s.14 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For *Management Position Unknown
AS DEFINED IN SECTION 94(2) OF THE COMPANIES
ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 13 WHERE SUCH ALLOTMENT CONSTITUTES
AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF
SECTION 94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1)
, PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER
PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS
OR OTHER EQUITY SECURITIES EXCLUDING ANY HOLDER
HOLDING SHARES AS TREASURY SHARES WHERE THE
EQUITY SECURITIES RESPECTIVELY ATTRIBUTABLE TO
THE INTERESTS OF SUCH PERSONS ON A FIXED RECORD
DATE ARE PROPORTIONATE AS NEARLY AS MAY BE
TO THE RESPECTIVE NUMBERS OF EQUITY SECURITIES
HELD BY THEM OR OTHERWISE ALLOTTED IN ACCORDANCE
WITH THE RIGHTS ATTACHING TO SUCH EQUITY SECURITIES;
II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
13.04 MILLION; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS
MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY
OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
s.15 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT
TO THE FOLLOWING CONDITIONS: I) THE MAXIMUM NUMBER
OF SUCH ORDINARY SHARES IN THE COMPANY HAS A
TOTAL NOMINAL VALUE OF GBP 26.09 MILLION; II)
THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT
EQUAL TO THE NOMINAL VALUE OF EACH SUCH ORDINARY
SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES,
WHICH MAY BE PAID FOR ANY SUCH ORDINARY SHARE
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD AGM MEETING DATE: 05/18/2006
ISSUER: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, 6191458, B01XX20, 6190273
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
3.4 ELECT MR. FRANK JOHN SIXT AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. GEORGE COLIN MAGNUS AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. KWOK TUN-LI, STANLEY AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT MR. HUNG SIU-LIN, KATHERINE AS A DIRECTOR Management For *Management Position Unknown
4. APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS THE Management For *Management Position Unknown
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management For *Management Position Unknown
THE ADDITIONAL SHARES NOT EXCEEDING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF PASSING OF THIS RESOLUTION, AUTHORITY
EXPIRES AT THE NEXT AGM ; SUCH MANDATE TO INCLUDE
THE GRANTING OF OFFERS OR OPTIONS INCLUDING
BONDS AND DEBENTURES CONVERTIBLE INTO SHARES
OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR
CONVERTIBLE DURING OR AFTER THE RELEVANT PERIOD
5.2 AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For *Management Position Unknown
PERIOD AS SPECIFIED OF ALL THEPOWERS OF THE
COMPANY, TO REPURCHASE SHARES OF HKD 0.50 EACH
IN THE CAPITAL OF THE COMPANY, IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME; THE AGGREGATE NOMINAL AMOUNT OF SHARES
OF THE COMPANY TO BE REPURCHASED BY THE COMPANY
SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN
ISSUE AT THE DATE OF PASSING OF THIS RESOLUTION,
AND THE SAID APPROVAL BE LIMITED ACCORDINGLY;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS REQUIRED BY LAW TO BE HELD
5.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For *Management Position Unknown
TO THE DIRECTORS TO ISSUE AND DISPOSE OF ADDITIONAL
SHARES PURSUANT TO RESOLUTION 5.1, BY THE ADDITION
THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
REPURCHASED BY THE COMPANY UNDER THE AUTHORITY
GRANTED PURSUANT TO RESOLUTION 5.2, NOT EXCEEDING
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For *Management Position Unknown
THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS
FOR THE YE 31 DEC 2005
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown
3.1 ELECT MR. KAM HING LAM AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MR. CHUNG SUN KEUNG, DAVY AS A DIRECTOR Management For *Management Position Unknown
3.3 ELECT MR. FOK KIN-NING, CANNING AS A DIRECTOR Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG AGM MEETING DATE: 05/19/2006
ISSUER: H83949141 ISIN: CH0012255151 BLOCKING
SEDOL: B038BH4, 7184725
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Voting *Management Position Unknown
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1.1 RECEIVE THE 2005 ANNUAL REPORT OF THE BOARD OF Management Take No Action *Management Position Unknown
DIRECTORS
1.2 RECEIVE THE 2005 FINANCIAL STATEMENTS BALANCE Management Take No Action *Management Position Unknown
SHEET, INCOME STATEMENT AND NOTES AND 2005 CONSOLIDATED
FINANCIAL STATEMENTS
1.3 RECEIVE THE STATUTORY AUDITORS REPORT AND THE Management Take No Action *Management Position Unknown
REPORTS OF THE GROUP AUDITORS
1.4 APPROVE THE REPORTS AND THE FINANCIAL STATEMENTS Management Take No Action *Management Position Unknown
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
3. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management Take No Action *Management Position Unknown
OF CHF 0.50 PER REGISTERED SHARE AND CHF 2.50
PER BEARER SHARE
4. APPROVE THE REDUCTION OF THE SHARE CAPITAL ADAPTATION Management Take No Action *Management Position Unknown
OF ARTICLE 4 OF THE STATUTES PROPOSAL: THE BOARD
OF DIRECTORS RECOMMENDS TO THE GENERAL MEETING
TO REDUCE THE SHARE CAPITAL FROM CHF 135,089,359.65
TO CHF 132,007,500.00
5. RATIFY PRICEWATERHOUSECOOPERS AS THE AUDITORS Management Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBRA SPECIAL MEETING DATE: 05/22/2006
ISSUER: 71654V ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE PROTOCOL AND JUSTIFICATION OF Management For For
THE INCORPORATION OF THE SHARES OF PETROBRAS
QUIMICA S.A. - PETROQUISA BY PETROLEO BRASILEIRO
S.A.
02 RATIFICATION AND APPOINTMENT OF A SPECIALIZED Management For For
FIRM TO EVALUATE THE SHAREHOLDERS EQUITY AND
BOOK VALUE OF PETROBRAS
03 APPROVAL OF THE VALUATION OF THE SHAREHOLDERS Management For For
EQUITY AND BOOK VALUE REPORT OF PETROBRAS
04 APPROVAL OF THE VALUATION OF THE SHAREHOLDERS Management For For
EQUITY BOOK VALUE AND NET BOOK ASSETS OF PETROQUISA
05 RATIFICATION AND APPOINTMENT OF A SPECIALIZED Management For For
FIRM TO UNDERTAKE AN ECONOMIC AND FINANCIAL VALUATION
OF PETROBRAS
06 APPROVAL OF THE ECONOMIC AND FINANCIAL VALUATION Management For For
OF PETROBRAS
07 APPROVAL OF THE INCORPORATION OF THE TOTAL NUMBER Management For For
OF PETROQUISA SHARES HELD BY MINORITY SHAREHOLDERS
INTO PETROBRAS EQUITY
08 APPROVAL OF THE ALTERATIONS TO PETROBRAS BYLAWS Management For For
AS PROVIDED FOR IN THE PROTOCOL AND JUSTIFICATION
OF THE INCORPORATION OF THE SHARES OF PETROBRAS
QUIMICA S.A. - PETROQUISA BY PETROLEO BRASILEIRO
S.A. - PETROBRAS
09 AUTHORIZATION FOR THE EXECUTIVE BOARD TO PRACTICE Management For For
ALL THE ACTS NEEDED FOR THE EXECUTION OF THE
ABOVE ACTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA MIX MEETING DATE: 05/23/2006
ISSUER: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: B0ZNKV4, B07LWK9, 7146059, B020CR8, 7145056
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE BALANCE SHEET AND THE CONSOLIDATED Management Take No Action *Management Position Unknown
BALANCE SHEET AS OF 31 DEC 2005 AND THE BOARD
OF DIRECTORS, INTERNAL AND EXTERNAL AUDITORS
REPORTS
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
24 MAY 2006 AND A THIRD CALL ON 26 MAY 2006
. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
O.2 APPROVE THE NET INCOME ALLOCATION Management Take No Action *Management Position Unknown
O.3 GRANT AUTHORITY TO PURCHASE OWN SHARES AND WITHDRAWAL, Management Take No Action *Management Position Unknown
FOR THE PART NOT YET EXECUTED AND THIS AUTHORITY
WAS APPROVED BY THE SHAREHOLDERS MEETING HELD
ON 27 MAY 2005
O.4 APPROVE THE STOCK OPTION PLAN FOR THE TERM 2006-2008 Management Take No Action *Management Position Unknown
AND GRANT AUTHORITY TO DISPOSE OWN SHARES IN
FAVOUR OF THE PLAN
O.5 APPROVE THE SUBSCRIPTION OF A DIRECTORS AND Management Take No Action *Management Position Unknown
OFFICERS LIABILITY INSURANCE IN FAVOUR OF ENI
DIRECTORS AND THE INTERNAL AUDITORS
E.1 AMEND ARTICLES 13, PARAGRAPH 1, 17, PARAGRAPH Management Take No Action *Management Position Unknown
3, 24, PARAGRAPH 1, AND 28, PARAGRAPHS 2 AND
4, OF THE BY LAWS
- ------------------------------------------------------------------------------------------------------------------------------------
HISAMITSU PHARMACEUTICAL CO INC AGM MEETING DATE: 05/25/2006
ISSUER: J20076121 ISIN: JP3784600003
SEDOL: B02DZJ0, 6428907, 4103682
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ALLOW USE OF TREASURY SHARES Management For *Management Position Unknown
FOR ODD-LOT PURCHASES,APPROVE MINOR REVISIONS
RELATED TO THE NEW COMMERCIAL CODE, EXPAND BUSINESS
LINES, REDUCE BOARD SIZE, REDUCE TERM OF OFFICE
OF DIRECTORS, MAKE RESOLUTIONS TO
REMOVE DIRECTORS SPECIAL RESOLUTIONS
3.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4 AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
DIRECTORS AND AUDITORS
5 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
CORPORATE AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
SEVEN & I HOLDINGS CO LTD, TOKYO AGM MEETING DATE: 05/25/2006
ISSUER: J7165H108 ISIN: JP3422950000
SEDOL: H1B0L4N, 67
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 APPROVE REDUCTION OF STATED CAPITAL Management For *Management Position Unknown
3 AMEND ARTICLES TO: ALLOW COMPANY TO RE-ISSUE Management For *Management Position Unknown
REPURCHASED SHARES, ALLOWDISCLOSURE OF SHAREHOLDER
MEETING MATERIALS ON THE INTERNET, CLARIFY THE
RIGHTS AND RESPONSIBILITIES OF OUTSIDE DIRECTORS
AND AUDITORS, EXPAND BUSINESS LINES,
ALLOW USE OF TREASURY SHARES FOR ODD-LOT PURCHASES,
APPROVE MINOR REVISIONS DUE TO NEW COMMERCIAL
CODE
4.1 APPOINT A DIRECTOR Management For *Management Position Unknown
4.2 APPOINT A DIRECTOR Management For *Management Position Unknown
4.3 APPOINT A DIRECTOR Management For *Management Position Unknown
4.4 APPOINT A DIRECTOR Management For *Management Position Unknown
4.5 APPOINT A DIRECTOR Management For *Management Position Unknown
4.6 APPOINT A DIRECTOR Management For *Management Position Unknown
4.7 APPOINT A DIRECTOR Management For *Management Position Unknown
4.8 APPOINT A DIRECTOR Management For *Management Position Unknown
4.9 APPOINT A DIRECTOR Management For *Management Position Unknown
4.10 APPOINT A DIRECTOR Management For *Management Position Unknown
4.11 APPOINT A DIRECTOR Management For *Management Position Unknown
4.12 APPOINT A DIRECTOR Management For *Management Position Unknown
4.13 APPOINT A DIRECTOR Management For *Management Position Unknown
4.14 APPOINT A DIRECTOR Management For *Management Position Unknown
4.15 APPOINT A DIRECTOR Management For *Management Position Unknown
4.16 APPOINT A DIRECTOR Management For *Management Position Unknown
5.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5.3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5.4 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5.5 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
6 AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown
AND CORPORATE AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
IRISH LIFE & PERMANENT PLC AGM Meeting Date: 05/26/2006
Issuer: G4945H105 ISIN: IE0004678656
SEDOL: B01DKP2, 0467865, B014WR1, 4455253
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ACCOUNTS FOR THE YE 31 Management For *Management Position Unknown
DEC 2005 AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
IN THE CAPITAL OF THE COMPANY FOR THE YE 31 DEC
2005
3.A RE-APPOINT MR. GILLIAN BOWLER AS A MEMBER OF Management For *Management Position Unknown
THE REMUNERATION AND THE COMPENSATION COMMITTEE
3.B RE-APPOINT MR. KIERAN MCGOWAN AS A MEMBER OF Management For *Management Position Unknown
THE REMUNERATION AND THE COMPENSATION COMMITTEE
3.C RE-APPOINT MR. KEVIN MURPHY AS A MEMBER OF THE Management For *Management Position Unknown
REMUNERATION AND THE COMPENSATION COMMITTEE
4. AUTHORIZE THE DIRECTOR TO FIX THE AUDITORS REMUNERATION Management For *Management Position Unknown
s.5 AMEND ARTICLE 6 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
OF THE COMPANY BY INSERTING A NEW ARTICLE 6B
AS SPECIFIED
S.6 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Management For *Management Position Unknown
SECTION 155 OF THE COMPANIES ACT 1963 , TO MAKE
MARKET PURCHASES SECTION 212 OF THE COMPANIES
ACT, 1990 OF THE COMPANY S ON SUCH TERMS AND
CONDITIONS AND IN SUCH MANNER AS THE DIRECTORS,
OR THE CASE MAY BE, THE DIRECTORS OF SUCH SUBSIDIARY
MAY FROM TIME TO TIME DETERMINE IN ACCORDANCE
WITH AND SUBJECT TO THE PROVISIONS OF THE COMPANIES
ACT, 1990 AND THE RESTRICTION AND PROVISIONS
AS SPECIFIED, PROVIDED THAT THE MAXIMUM AGGREGATE
NUMBER OF ORDINARY SHARES WILL BE 27,280,459;
AND FOR THE PURPOSES OF THE SECTION 209 OF THE
COMPANIES ACT, 1990, THE REISSUE PRICE RANGE
AT WHICH ANY TREASURY SHARE SECTION 209 FROM
TIME BEING HELD BY THE COMPANY MAY BE REISSUED
OFF-MARKET BE THE PRICE RANGE AS SPECIFIED; AND
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 20 AUG 2007
S.7 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For *Management Position Unknown
23 AND SECTION 24(1) OF THE COMPANIES AMENDMENT
ACT 1983, TO ALLOT EQUITY SECURITIES SECTION
23 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 5, DISAPPLYING THE STATUTORY PRE-EMPTION
RIGHTS SECTION 23(1) , PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES:
A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF MEMBERS OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL
VALUE OF EUR 4,364,873 5% OF THE ISSUED ORDINARY
SHARE CAPITAL OF THE COMPANY AS AT 03 APR 2006
; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ;
AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
8. APPROVE THE LONG-TERM INCENTIVE PLAN AS SPECIFIED Management For *Management Position Unknown
AND AUTHORIZE THE DIRECTOR OF THE COMPANY TO
ENTER INTO AND IMPLEMENT THE PLAN AND TO GRANT
AWARDS THEREUNDER, AND TO EXECUTE SUCH DOCUMENTS
AND DO ALL ACTS OR THINGS AS MAY BE DESIRABLE
TO GIVE EFFECT TO THIS RESOLUTION
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting Non-Voting *Management Position Unknown
IN NUMBERING OF THE RESOLUTIONS. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
LADBROKES PLC AGM MEETING DATE: 05/26/2006
ISSUER: G5337D115 ISIN: GB0005002547
SEDOL: 0500254, B02SV75, 5474752
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITOR AND THE ACCOUNTS OF THE COMPANY
FOR THE YE 31 DEC 2005
2. RE-APPOINT MR. N.M.H. JONES AS A DIRECTOR Management For *Management Position Unknown
3. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For *Management Position Unknown
4. APPOINT MR. J.P. O REILLY AS A DIRECTOR Management For *Management Position Unknown
5. APPOINT MR. A.S. ROSS AS A DIRECTOR Management For *Management Position Unknown
6. APPOINT MR. R.P. THORNE AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR TO Management For *Management Position Unknown
THE COMPANY AND AUTHORIZE THE DIRECTORS TO AGREE
THE REMUNERATION OF THE AUDITOR
8. APPROVE THE 2005 DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
9. AUTHORIZE THE COMPANY, TO MAKE DONATIONS TO EU Management For *Management Position Unknown
POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 10,000;
AND INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING
GBP 10,000; AND AUTHORIZE LADBROKES BETTING &
GAMING LIMITED, A WHOLLY-OWNED SUBSIDIARY OF
THE COMPANY TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000; AND INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000;
AUTHORITY EXPIRES EARLIER THE DATE OF THE AGM
OF THE COMPANY HELD IN 2007 OR ON 25 AUG 2007
10. APPROVE THAT THE SHARE CAPITAL OF THE COMPANY Management For *Management Position Unknown
BE INCREASED FROM GBP 230,000,000 TO GBP 253,000,000
BY THE CREATION OF 81,176,470 ADDITIONAL NEW
ORDINARY SHARES OF 28 1/3P EACH IN THE CAPITAL
OF THE COMPANY
11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES WITH IN THE MEANING OF THAT
SECTION UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 54,450,207; AUTHORITY EXPIRES EARLIER THE
DATE OF THE AGM OF THE COMPANY HELD IN 2007 OR
ON 25 AUG 2007 ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 GRANT AUTHORITY TO ISSUE THE EQUITY OR EQUITY-LINKED Management For *Management Position Unknown
SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 8,029,922 AND UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 450,207 IN CONNECTION WITH
A RIGHTS ISSUE
S.13 GRANT AUTHORITY TO MARKET PURCHASE 56,682,299 Management For *Management Position Unknown
ORDIANRY SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
LADBROKES PLC AGM MEETING DATE: 05/26/2006
ISSUER: G5337D107 ISIN: GB00B0ZSH635
SEDOL: B100LK3, B0ZSH63, B1321T5
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITOR AND THE ACCOUNTS OF THE COMPANY
FOR THE YE 31 DEC 2005
2. RE-APPOINT MR. N.M.H. JONES AS A DIRECTOR Management For *Management Position Unknown
3. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For *Management Position Unknown
4. APPOINT MR. J.P. O REILLY AS A DIRECTOR Management For *Management Position Unknown
5. APPOINT MR. A.S. ROSS AS A DIRECTOR Management For *Management Position Unknown
6. APPOINT MR. R.P. THORNE AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR TO Management For *Management Position Unknown
THE COMPANY AND AUTHORIZE THE DIRECTORS TO AGREE
THE REMUNERATION OF THE AUDITOR
8. APPROVE THE 2005 DIRECTORS REMUNERATION REPORT Management For *Management Position Unknown
9. AUTHORIZE THE COMPANY, TO MAKE DONATIONS TO EU Management For *Management Position Unknown
POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 10,000;
AND INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING
GBP 10,000; AND AUTHORIZE LADBROKES BETTING &
GAMING LIMITED, A WHOLLY-OWNED SUBSIDIARY OF
THE COMPANY TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS NOT EXCEEDING GBP 25,000; AND INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000;
AUTHORITY EXPIRES EARLIER THE DATE OF THE AGM
OF THE COMPANY HELD IN 2007 OR ON 25 AUG 2007
10. APPROVE THAT THE SHARE CAPITAL OF THE COMPANY Management For *Management Position Unknown
BE INCREASED FROM GBP 230,000,000 TO GBP 253,000,000
BY THE CREATION OF 81,176,470 ADDITIONAL NEW
ORDINARY SHARES OF 28 1/3P EACH IN THE CAPITAL
OF THE COMPANY
11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES WITH IN THE MEANING OF THAT
SECTION UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 54,450,207; AUTHORITY EXPIRES EARLIER THE
DATE OF THE AGM OF THE COMPANY HELD IN 2007 OR
ON 25 AUG 2007 ; AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.12 GRANT AUTHORITY TO ISSUE THE EQUITY OR EQUITY-LINKED Management For *Management Position Unknown
SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 8,029,922 AND UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 450,207 IN CONNECTION WITH
A RIGHTS ISSUE
S.13 GRANT AUTHORITY TO MARKET PURCHASE 56,682,299 Management For *Management Position Unknown
ORDINARY SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA, MILANO AGM MEETING DATE: 05/29/2006
ISSUER: T10584117 ISIN: IT0000062957 BLOCKING
SEDOL: B10QPY3, 4574813, 4578268
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting Non-Voting *Management Position Unknown
IN THE MEETING TYPE. IF YOUHAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
06 JUN 2006. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Voting *Management Position Unknown
1. APPROVE, THE DELIBERATIONS PURSUANT TO ARTICLE Management Take No Action *Management Position Unknown
6 AND IN ACCORDANCE WITH THE MINISTERIAL DECREE
161/1998 REVOKE MANDATE OF THE DIRECTORS, INTERNAL
AUDITORS AND/OR CHIEF EXECUTIVE OFFICER
- ------------------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP OGM Meeting Date: 05/31/2006
Issuer: X5967A101 ISIN: GRS419003009 BLOCKING
SEDOL: 7107250, B0CM8G5
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2005, Management For *Management Position Unknown
THE REPORTS OF THE BOARD OF DIRECTORS AND THE
AUDITORS
2. APPROVE THE PROFIT APPROPRIATION Management For *Management Position Unknown
3. APPROVE THE EXEMPTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown
MEMBERS AND THE AUDITORS FROM ANY LIABILITY FOR
INDEMNITY FOR THE FY 2005
4. ELECT THE CERTIFIED AUDITORS, 2 REGULAR AND 2 Management For *Management Position Unknown
SUBSTITUTE FOR FY 2006 AND APPROVE THEIR FEES
5. APPROVE THE BOARD OF DIRECTOR S CHAIRMAN AND Management For *Management Position Unknown
THE MANAGING DIRECTORS MONTHLY REMUNERATION,
PRODUCTIVITY BONUS AND REPRESENTATION EXPENSES,
AND THE BOARD OF DIRECTORS MEMBERS AND THE SECRETARY
S REMUNERATION FOR FY 2006
6. APPROVE THE PARTICIPATION OF THE MEMBERS OF THE Management For *Management Position Unknown
BOARD OF DIRECTORS IN COMMITTEES AND THEIR FEES
FOR THE 7TH FY 01 JAN 2006 TO 31 DEC 2006
7. AMEND THE ARTICLES 1, 14, 39, 49, 51 AND 53 OF Management For *Management Position Unknown
THE COMPANY S ARTICLES OF ASSOCIATION AS SPECIFIED
8. VARIOUS ANNOUNCEMENTS Other For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS, PARIS EGM MEETING DATE: 05/31/2006
ISSUER: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: B01DR51, B114ZY6, 5696589, 5671735, 7166239, B0CRGJ9, B043B67
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting Non-Voting *Management Position Unknown
YOU
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting Non-Voting *Management Position Unknown
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON THE COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS:
* PLEASE NOTE THAT THE MEETING TO BE HELD ON 19 Non-Voting Non-Voting *Management Position Unknown
MAY 2006 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 31 MAY 2006. PLEASE ALSO NOTE THE NEW CUTOFF
DATE 18 MAY 2006. IF YOU HAVE ALREADY SENT YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS GENERAL REPORT AND APPROVE
THE COMPANY S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE 2005 FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY
O.3 APPROVE THE INCOME FOR THE FY BE APPROPRIATED Management Take No Action *Management Position Unknown
AS FOLLOWS: INCOME FOR THE FY: EUR 6,146,952,608.18
PLUS RETAINED EARNINGS: EUR 1,205,678,019.78,
DISTRIBUTABLE INCOME: EUR 7,352,630,627.96 ALLOCATED
TO: PAYMENT OF DIVIDENDS: EUR 2,057,005,434.48,
RETAINED EARNINGS: EUR 5,295,625,193.48, FOLLOWING
A CAPITAL INCREASE AND A CAPITAL REDUCTION, THE
CAPITAL WAS BROUGHT FROM EUR 2,802,613,138.00
ON 31 DEC 2005, TO EUR 2,708,476,850.00 DIVIDED
IN 1,354,238,425 FULLY PAID-UP SHARES, WHOSE
1,353,293,049 SHARES ARE ENTITLED TO THE EXISTING
DIVIDEND, AND 945,376 SHALL BEAR AN ACCRUING
DIVIDEND AS OF 01 JAN 2006; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.52 PER SHARE,
FOR EACH OF THE 1,353,293,049 SHARES, THIS DIVIDEND
WILL BE PAID ON 07 JUN 2006 AS REQUIRED BY LAW
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Take No Action *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLES L.225-38 ET SEQ.
OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE TO RENEW THE APPOINTMENT OF MR. LORD Management Take No Action *Management Position Unknown
DOURO AS A DIRECTOR FOR A 4-YEAR PERIOD
O.6 APPOINT MR. GERARD LE FUR AS A DIRECTOR FOR A Management Take No Action *Management Position Unknown
4-YEAR PERIOD
O.7 APPROVE TO RENEW THE APPOINTMENT OF THE COMPANY Management Take No Action *Management Position Unknown
ERNST AND YOUNG AUDIT AS THE STATUTORY AUDITOR
FOR A 6-YEAR PERIOD
O.8 APPOINT THE COMPANY AUDITEX AS THE DEPUTY AUDITOR Management Take No Action *Management Position Unknown
FOR A 6-YEAR PERIOD
O.9 APPROVE THE AWARD TOTAL ANNUAL FEES OF EUR 1,200,000.00 Management Take No Action *Management Position Unknown
TO THE BOARD OF DIRECTORS
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUPERSESSION Management Take No Action *Management Position Unknown
TO ALL EARLIER DELEGATIONS, TO TRADE IN THE COMPANY
S SHARES ON THE STOCK MARKET, SUBJECT TO THE
CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 1,401,306,569
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 14,013,065,700.00; AUTHORITY EXPIRES AT
THE END OF 18 MONTHS ; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.11 APPROVE: TO REVIEW THE REPORT OF THE BOARD OF Management Take No Action *Management Position Unknown
DIRECTORS, THE REPORTS OF MR. DE COURCEL, THE
MERGER AUDITORS AND THE MERGER AGREEMENT AS PER
THE PRIVATE DEED DATED 03 APR 2006; ALL THE PROVISIONS
OF THIS MERGER AGREEMENT, PURSUANT TO WHICH RHONE
COOPER CONTRIBUTES TO SANOFI-AVENTIS, ALL OF
ITS ASSETS, WITH THE CORRESPONDING TAKING-OVER
OF ALL ITS LIABILITIES: THE VALUATION OF THE
ASSETS CONTRIBUTED AMOUNTING TO EUR 460,949,630.75
AND THE LIABILITIES AT EUR 3,857,602.25, I.E.
NET ASSETS CONTRIBUTED OF EUR 457,092,028.50;
THE CONSIDERATION FOR THE CONTRIBUTIONS ACCORDING
TO AN EXCHANGE RATIO OF 10 SANOFI-AVENTIS SHARES
AGAINST 1 RHONE COOPER SHARE; THE UNCONDITIONAL
COMPLETION DATE OF THE MERGER, IN A JURIDICAL
POINT OF VIEW, FIXED ON 31 MAY 2006 AND ON 01
JAN 2006 IN AN ACCOUNTING AND FINANCIAL POINT
OF VIEW; RHONE COOPER SHARES HELD BY SANOFI-AVENTIS
WILL NOT BE EXCHANGED; TO INCREASE THE CAPITAL
IN CONSIDERATION FOR THE CONTRIBUTION IN CONNECTION
WITH THE MERGER, BY EUR 237,300.00 BY THE CREATION
OF 118,650 NEW FULLY PAID-UP SHARES OF A PAR
VALUE OF EUR 2.00 EACH, CARRYING RIGHTS TO THE
2006 DIVIDEND AND TO BE DISTRIBUTED AMONG THE
SHAREHOLDERS OF THE ACQUIRED COMPANY, ACCORDING
TO AN EXCHANGE RATIO OF 10 SANOFI-AVENTIS SHARES
AGAINST 1 RHONE COOPER SHARE; THE CAPITAL WILL
THUS INCREASE FROM EUR 2,708,476,850.00 TO EUR
2,708,714,150.00; THESE NEW SHARES CREATED BY
SANOFI-AVENTIS WILL BE ASSIMILATED IN ALL RESPECTS
TO THE OTHER SHARES COMPRISING THE SHARE CAPITAL;
THE DIFFERENCE BETWEEN: THE AMOUNT OF THE NET
ASSETS CONTRIBUTED BY RHONE COOPER: EUR 457,092,028.50;
LESS THE QUOTA OF THE NET ASSETS CONTRIBUTED
BY RHONE COOPER CORRESPONDING TO SHARES HELD
BY SANOFI-AVENTIS: EUR 452,475,399.01; AND THE
AMOUNT OF THE SHARE CAPITAL INCREASE: EUR 237,300.00
REPRESENTS THE SHARE PREMIUM OF EUR 4,379,329.49
AND WILL BE ALLOCATED TO THE MERGER PREMIUM ACCOUNT
TO WHICH SANOFI-AVENTIS EXISTING AND NEW SHAREHOLDERS
WILL HOLD RIGHTS; THE DIFFERENCE BETWEEN: THE
QUOTA OF THE NET ASSETS CONTRIBUTED BY RHONE
COOPER CORRESPONDING TO SHARES HELD BY SANOFI-AVENTIS:
EUR 452,475,399.01; PLUS THE DIVIDEND RECEIVED
BY SANOFI-AVENTIS AS A RESULT OF ITS HOLDING
IN RHONE COOPER: EUR 3,567,944.70; AND THE ACCOUNTING
NET VALUE OF THE RHONE COOPER SHARES HELD BY
SANOFI-AVENTIS: EUR 461,177,959.12 REPRESENTS
THE CAPITAL LOSS ON TRANSFERRED SHARES OF EUR
5,134,615.41 AND WILL BE ALLOCATED TO SANOFI-AVENTIS
BALANCE SHEET ASSETS AS INTANGIBLE ASSETS
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management Take No Action *Management Position Unknown
DRAWINGS UPON THE MERGER PREMIUM
E.13 ACKNOWLEDGE THE UNCONDITIONAL COMPLETION DATE Management Take No Action *Management Position Unknown
OF THE MERGER WILL, IN A JURIDICAL POINT OF VIEW,
BE FIXED ON 31 MAY 2006 AND ON 01 JAN 2006 IN
AN ACCOUNTING AND FINANCIAL POINT OF VIEW; THE
118,650 NEW FULLY PAID-UP SHARES OF A PAR VALUE
OF EUR 2.00 EACH, CREATED IN CONSIDERATION FOR
THE MERGER BY SANOFI-AVENTIS WILL BE DISTRIBUTED
AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY
ON 31 MAY 2006, ACCORDING TO AN EXCHANGE RATIO
OF 10 SANOFI-AVENTIS SHARES AGAINST 1 RHONE COOPER
SHARE
E.14 AMEND, PURSUANT TO THE ADOPTION OF THE ABOVE Management Take No Action *Management Position Unknown
RESOLUTIONS, THE ARTICLE 6 OF THE BYLAWS AS FOLLOWS:
THE SHARE CAPITAL OF IS SET AT EUR 2,708,714,150.00
AND IS DIVIDED IN TO 1,354,357,075 SHARES OF
PAR VALUE OF EUR 2.00 EACH OF THE SAME CLASS
AND FULLY PAID IN
E.15 APPROVE TO MODIFY THE DURATION OF THE TERM OF Management Take No Action *Management Position Unknown
OFFICE OF THE CHAIRMAN; AMEND THE ARTICLES 12
AND 16 OF THE ARTICLES OF THE BYLAWS
E.16 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management Take No Action *Management Position Unknown
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
PRESCRIBED BY LAW
- ------------------------------------------------------------------------------------------------------------------------------------
ALTADIS SA AGM MEETING DATE: 06/06/2006
ISSUER: E0432C106 ISIN: ES0177040013
SEDOL: 5860652, B02T9V8, 5843114, B0YLW13, 5444012
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
07 JUN 2006. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU
1. APPROVE THE ANNUAL ACCOUNTS, BALANCE SHEET, PROFIT Management For *Management Position Unknown
AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS AND
THE MANAGEMENT REPORTS OF ALTRADIS S.A. AND ITS
CONSOLIDATED GROUP, ACTIVITIES AND PERFORMANCE
OF THE BOARD OF DIRECTORS, APPLICATION OF PROFITS
AND DIVIDEND DISTRIBUTION, ALL FOREGOING WITH
REFERENCE TO THE YEAR 2005
2. RATIFY AND APPOINT THE DIRECTORS Management For *Management Position Unknown
3. APPROVE THE APPOINTMENT OR RE-APPOINTMENT OF Management For *Management Position Unknown
THE AUDITORS OF ALTADIS, S.A., AND ITS CONSOLIDATED
GROUP, FOR THE FY 2006
4. AMEND THE ARTICLE 44 OF THE ARTICLES OF ASSOCIATION, Management For *Management Position Unknown
IN ORDER TO REDEFINE THE DUTIES OF THE AUDIT
AND CONTROL COMMITTEES
5. AMEND ARTICLES 20 AND 21 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
ABOUT GENERAL MEETINGS AND CONTENTS OF THE NOTICES
RESPECTIVELY, IN ORDER TO BRING THEM INTO LINE
WITH THE MODIFICATION INTRODUCED BY THE SPANISH
ACT 19-2005 OF 14 NOVEMBER, ABOUTEUROPEAN PUBLIC
LIMITED COMPANIES WITH A DOMICILE IN SPAIN
6. APPROVE THE CAPITAL REDUCTION THROUGH AMORTALIZATION Management For *Management Position Unknown
AND AMEND THE ARTICLES OF ASSOCIATION REGARDING
THE CORPORATE CAPITAL
7. APPROVE THE CAPITAL REDUCTION IN ORDER TO INCREASE Management For *Management Position Unknown
VOLUNTARY RESERVES, BY DECREASING THE NOMINAL
VALUE OF THE SHARES, AND ADOPTION OF ANY ADDITIONAL
RESOLUTIONS THAT MAY BE NECESSARY, PARTICULARLY
IN ORDER TO AUTHORIZE THE RESTATEMENT OF THE
ARTICLES OF ASSOCIATION AND THE APPROVAL OF THE
BALANCES
8. AUTHORIZE THE BOARD TO INCREASE, ALL AT ONCE Management For *Management Position Unknown
OR IN STAGES, THE CORPORATE CAPITAL, WITH AUTHORITY
TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION RIGHT,
UNDER THE TERMS PROVIDED BY SECTION 153.1.B OF
THE SPANISH LIMITED COMPANIES ACT, LEY DE SOCIEDADES
ANONIMAS
9. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE DEBENTURES Management For *Management Position Unknown
OR BONDS CONVERTIBLE INTO SHARES OF THE COMPANY,
AND WARRANTS ON EXISTING OR NEW SHARES OF THE
COMPANY, FOR A MAXIMUM AMOUNT OF EUR 1,000 MILLION
AND WITH AUTHORITY TO EXCLUDE THE PREFERENTIAL
SUBSCRIPTION RIGHT FOR SHAREHOLDERS AND BONDHOLDERS
10. AUTHORIZE THE DIRECTORS TO CARRY OUT THE DERIVATIVE Management For *Management Position Unknown
ACQUISITION OF OWN SHARES, EITHER BY THE COMPANY
OR VIA GROUP COMPANIES, UNDER THE LIMITS AND
REQUIREMENTS PROVIDED BY THE LAW, WITHIN AN 18
MONTH PERIOD, WITH AUTHORITY TO PROCEED TO THE
TRANSFER OR SALE OF THE BOUGHT BACK SHARES, AND,
OR, TO APPLY THEM TO THE REMUNERATION PLANS AUTHORIZED
BY SECTION 75 OF THE SPANISH LIMITED COMPANIES
ACT
11. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE BONDS, Management For *Management Position Unknown
PROMISSORY NOTES AND OTHER FIXED INCOME SECURITIES,
AS WELL AS PREFERRED SECURITIES, WITH IN A 5
YEAR PERIOD, FOR A MAXIMUM AMOUNT OF EUR 1,200
MILLION AND FOR A MAXIMUM OF EUR 1,500 MILLION
IN THE CASE OF PROMISSORY NOTE ISSUES
12. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For *Management Position Unknown
DELIVER, CONSTRUE, RECTIFY, AND PROCEED TO THE
PUBLIC RECORDING OF THE RESOLUTIONS ADOPTED BY
THE GENERAL MEETING OF SHAREHOLDERS
- ------------------------------------------------------------------------------------------------------------------------------------
KDDI CORPORATION AGM MEETING DATE: 06/15/2006
ISSUER: J31843105 ISIN: JP3496400007
SEDOL: 6248990, B06NQV5, 5674444
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS ANNOUNCEMENT IS BEING PROVIDED Non-Voting Non-Voting *Management Position Unknown
TO INFORM YOU THAT THE TRUE AGENDA HAS BEEN RELEASED
AND IS AVAILABLE FOR YOUR REVIEW. (PLEASE REFER
TO THE ATTACHED PDF FILES.)
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY 4,500, CORPORATE OFFICERS
BONUSES JPY 82,800,000 (INCLUDING JPY 12,700,000
TO THE CORPORATE AUDITORS)
2. AMEND THE ARTICLES OF INCORPORATION: APPROVE Management For *Management Position Unknown
MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE - ALLOW DISCLOSURE OF SHAREHOLDER MEETING
MATERIALS ON THE INTERNET, OMISSION OF BOARD
OF DIRECTORS RESOLUTION
3.1 ELECT A DIRECTOR Management For *Management Position Unknown
3.2 ELECT A DIRECTOR Management For *Management Position Unknown
3.3 ELECT A DIRECTOR Management For *Management Position Unknown
3.4 ELECT A DIRECTOR Management For *Management Position Unknown
3.5 ELECT A DIRECTOR Management For *Management Position Unknown
3.6 ELECT A DIRECTOR Management For *Management Position Unknown
3.7 ELECT A DIRECTOR Management For *Management Position Unknown
3.8 ELECT A DIRECTOR Management For *Management Position Unknown
3.9 ELECT A DIRECTOR Management For *Management Position Unknown
3.10 ELECT A DIRECTOR Management For *Management Position Unknown
3.11 ELECT A DIRECTOR Management For *Management Position Unknown
4.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE DECISION OF THE REVISION OF THE COMPENSATION Management For *Management Position Unknown
USING THE STOCK OPTIONS FOR THE MEMBERS OF THE
BOARD
6. APPROVE DELEGATION OF DECISION-MAKING ON ISSUES Management For *Management Position Unknown
RELATING TO THE OFFERING OF THE EQUITY WARRANTS
AS STOCK OPTIONS ISSUED TO EMPLOYEES, ETC. TO
THE BOARD OF DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
ARIAKE JAPAN CO LTD AGM MEETING DATE: 06/16/2006
ISSUER: J01964105 ISIN: JP3125800007
SEDOL: 6049632
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ALLOW DISCLOSURE OF SHAREHOLDER Management For *Management Position Unknown
MEETING MATERIALS ON THEINTERNET, ALLOW USE OF
ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE, ADOPT REDUCTION OF LIABILITY
SYSTEM FOR ALL AUDITORS, APPOINT ACCOUNTING AUDITORS
3 AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
KEYENCE CORP AGM MEETING DATE: 06/16/2006
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: 95, 3564909
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: APPROVE MINOR REVISIONS RELATED Management For *Management Position Unknown
TO THE NEW COMMERCIAL CODE
3.1 APPOINT A DIRECTOR Management For *Management Position Unknown
3.2 APPOINT A DIRECTOR Management For *Management Position Unknown
3.3 APPOINT A DIRECTOR Management For *Management Position Unknown
3.4 APPOINT A DIRECTOR Management For *Management Position Unknown
4 APPOINT A SUPPLEMENTARY AUDITOR Other For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA AGM MEETING DATE: 06/20/2006
ISSUER: X1435J105 ISIN: GRS104111000 BLOCKING
SEDOL: B0338M3, 0964850, 5890433, 4420723
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast M gmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Voting *Management Position Unknown
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE FY 2005, Management Take No Action *Management Position Unknown
ALONG WITH THE BOARD OF DIRECTORS AND THE AUDITORS
REPORTS
2. RECEIVE THE ANNUAL FINANCIAL STATEMENTS, PARENT Management Take No Action *Management Position Unknown
AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE
FY 2005
3. GRANT DISCHARGE THE BOARD OF DIRECTOR MEMBERS Management Take No Action *Management Position Unknown
AND THE AUDITORS FROM ANY RESPONSIBILITY FOR
THE FY 2005
4. APPROVE THE REMUNERATION OF THE BOARD OF DIRECTOR Management Take No Action *Management Position Unknown
MEMBERS FOR THE FY 2005 ANDPREAPPROVAL FOR THE
FY 2006
5. ELECT CHARTERED AUDITORS FOR THE FY 2006 AND Management Take No Action *Management Position Unknown
APPROVE TO DETERMINE THEIR SALARIES
6. APPROVE THE PROFIT DISTRIBUTION FOR THE FY 2005 Management Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
NIKKO CORDIAL CORPORATION AGM MEETING DATE: 06/23/2006
ISSUER: J51656122 ISIN: JP3670000003
SEDOL: 4576875, 5485345, B03TC41, 6640284, 6646464
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS ANNOUNCEMENT IS BEING PROVIDED Non-Voting Non-Voting *Management Position Unknown
TO INFORM YOU THAT THE TRUE AGENDA HAS BEEN RELEASED
AND IS AVAILABLE FOR YOUR REVIEW. (PLEASE REFER
TO THE ATTACHED PDF FILES.)
1. AMEND THE ARTICLES OF INCORPORATION: APPROVE Management For *Management Position Unknown
REVISIONS RELATED TO THE NEW COMMERCIAL CODE
2.1 ELECT A DIRECTOR Management For *Management Position Unknown
2.2 ELECT A DIRECTOR Management For *Management Position Unknown
2.3 ELECT A DIRECTOR Management For *Management Position Unknown
2.4 ELECT A DIRECTOR Management For *Management Position Unknown
2.5 ELECT A DIRECTOR Management For *Management Position Unknown
2.6 ELECT A DIRECTOR Management For *Management Position Unknown
2.7 ELECT A DIRECTOR Management For *Management Position Unknown
2.8 ELECT A DIRECTOR Management For *Management Position Unknown
2.9 ELECT A DIRECTOR Management For *Management Position Unknown
2.10 ELECT A DIRECTOR Management For *Management Position Unknown
2.11 ELECT A DIRECTOR Management For *Management Position Unknown
2.12 ELECT A DIRECTOR Management For *Management Position Unknown
2.13 ELECT A DIRECTOR Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
SQUARE ENIX CO LTD, TOKYO AGM MEETING DATE: 06/24/2006
ISSUER: J7659R109 ISIN: JP3164630000
SEDOL: B01ZWM9, 5798418, B0221S8, 6309262
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ADOPT REDUCTION OF LIABILITY Management For *Management Position Unknown
SYSTEM FOR OUTSIDE AUDITORS,ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
ALLOW USE OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE
NEW COMMERCIAL CODE, EXPAND BUSINESS LINES
3.1 APPOINT A DIRECTOR Management For *Management Position Unknown
3.2 APPOINT A DIRECTOR Management For *Management Position Unknown
3.3 APPOINT A DIRECTOR Management For *Management Position Unknown
3.4 APPOINT A DIRECTOR Management For *Management Position Unknown
3.5 APPOINT A DIRECTOR Management For *Management Position Unknown
3.6 APPOINT A DIRECTOR Management For *Management Position Unknown
4 AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
5 APPOINT ACCOUNTING AUDITORS Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
SECOM CO.,LTD. AGM MEETING DATE: 06/27/2006
ISSUER: J69972107 ISIN: JP3421800008
SEDOL: B018RR8, 5798504, 6791591
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown
- ORDINARY DIVIDEND JPY60, DIRECTORS BONUSES
JPY 98,200,000
2 AMEND THE ARTICLES OF INCORPORATION: ALLOW USE Management For *Management Position Unknown
OF ELECTRONIC SYSTEMS FORPUBLIC NOTIFICATIONS,
CHANGE UNIT SHARE, ESTABLISH RULES FOR THE BUYBACK
OF ODD STOCK, APPROVE REVISIONS RELATED TO
THE NEW COMMERCIAL CODE (PLEASE REFER TO THE
ATTACHED PDF FILES.)
3.1 APPOINT A DIRECTOR Management For *Management Position Unknown
3.2 APPOINT A DIRECTOR Management For *Management Position Unknown
3.3 APPOINT A DIRECTOR Management For *Management Position Unknown
3.4 APPOINT A DIRECTOR Management For *Management Position Unknown
3.5 APPOINT A DIRECTOR Management For *Management Position Unknown
3.6 APPOINT A DIRECTOR Management For *Management Position Unknown
3.7 APPOINT A DIRECTOR Management For *Management Position Unknown
3.8 APPOINT A DIRECTOR Management For *Management Position Unknown
3.9 APPOINT A DIRECTOR Management For *Management Position Unknown
3.10 APPOINT A DIRECTOR Management For *Management Position Unknown
3.11 APPOINT A DIRECTOR Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
SHIZUOKA BANK LTD AGM MEETING DATE: 06/27/2006
ISSUER: J74444100 ISIN: JP3351200005
SEDOL: 6805328, B05PMZ8, 5861310
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ALLOW DISCLOSURE OF SHAREHOLDER Management For *Management Position Unknown
MEETING MATERIALS ON THEINTERNET, APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE
- ------------------------------------------------------------------------------------------------------------------------------------
AJINOMOTO CO INC AGM MEETING DATE: 06/29/2006
ISSUER: J00882126 ISIN: JP3119600009
SEDOL: 6010906, 5573392, B03NQ52
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ADOPT REDUCTION OF LIABILITY Management For *Management Position Unknown
SYSTEM FOR OUTSIDE AUDITORS,ALLOW DISCLOSURE
OF SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
- ------------------------------------------------------------------------------------------------------------------------------------
MATSUMOTOKIYOSHI CO LTD AGM MEETING DATE: 06/29/2006
ISSUER: J40885105 ISIN: JP3869000004
SEDOL: B02HTB2, 6572581, 5082724
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ADOPT REDUCTION OF LIABILITY Management For *Management Position Unknown
SYSTEM FOR ALL AUDITORS ,ADOPT REDUCTION OF LIABILITY
SYSTEM FOR ALL DIRECTORS , ALLOW DISCLOSURE OF
SHAREHOLDER MEETING MATERIALS ON THE INTERNET,
ALLOW USE OF ELECTRONIC SYSTEMS FOR PUBLIC
NOTIFICATIONS, APPOINT INDEPENDENT AUDITORS,
APPROVE MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE
3.1 APPOINT A DIRECTOR Management For *Management Position Unknown
3.2 APPOINT A DIRECTOR Management For *Management Position Unknown
3.3 APPOINT A DIRECTOR Management For *Management Position Unknown
3.4 APPOINT A DIRECTOR Management For *Management Position Unknown
3.5 APPOINT A DIRECTOR Management For *Management Position Unknown
3.6 APPOINT A DIRECTOR Management For *Management Position Unknown
3.7 APPOINT A DIRECTOR Management For *Management Position Unknown
3.8 APPOINT A DIRECTOR Management For *Management Position Unknown
3.9 APPOINT A DIRECTOR Management For *Management Position Unknown
3.10 APPOINT A DIRECTOR Management For *Management Position Unknown
4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
5 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Other For *Management Position Unknown
OUTSIDE DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
NIPPON TELEVISION NETWORK CORP AGM MEETING DATE: 06/29/2006
ISSUER: J56171101 ISIN: JP3732200005
SEDOL: 5899805, 6644060, B02JNV6
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ALLOW DISCLOSURE OF SHAREHOLDER Management For *Management Position Unknown
MEETING MATERIALS ON THEINTERNET, APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL CODE,
REDUCE BOARD SIZE
3 APPROVE ADOPTION OF TAKEOVER DEFENSE MEASURES Other Abstain *Management Position Unknown
4.1 APPOINT A DIRECTOR Management For *Management Position Unknown
5 APPOINT A SUPPLEMENTARY AUDITOR Other For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
ORIENTAL LAND CO LTD AGM MEETING DATE: 06/29/2006
ISSUER: J6174U100 ISIN: JP3198900007
SEDOL: B05PHK8, 5835768, 6648891
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ADOPT REDUCTION OF LIABILITY Management For *Management Position Unknown
SYSTEM FOR OUTSIDE AUDITORS,ADOPT REDUCTION OF
LIABILITY SYSTEM FOR OUTSIDE DIRECTORS , ALLOW
DISCLOSURE OF SHAREHOLDER MEETING MATERIALS
ON THE INTERNET, APPOINT INDEPENDENT
AUDITORS , APPROVE MINOR REVISIONS RELATED TO
THE NEW COMMERCIAL CODE, EXPAND BUSINESS LINES
- ------------------------------------------------------------------------------------------------------------------------------------
ROHM CO LTD AGM MEETING DATE: 06/29/2006
ISSUER: J65328122 ISIN: JP3982800009
SEDOL: B02K9B1, 6747204, 5451625
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ALLOW DISCLOSURE OF SHAREHOLDER Management For *Management Position Unknown
MEETING MATERIALS ON THE INTERNET, APPROVE
MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE, EXPAND BUSINESS LINES
3.1 APPOINT A DIRECTOR Management For *Management Position Unknown
4 AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL CO LTD AGM MEETING DATE: 06/29/2006
ISSUER: J8129E108 ISIN: JP3463000004
SEDOL: B01DRX9, 5296752, B03FZP1, 6870445
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND ARTICLES TO: ALLOW DISCLOSURE OF SHAREHOLDER Management For *Management Position Unknown
MEETING MATERIALS ON THE INTERNET, ALLOW USE
OF ELECTRONIC SYSTEMS FOR PUBLIC NOTIFICATIONS,
APPROVE MINOR REVISIONS RELATED TO THE NEW
COMMERCIAL CODE
3.1 APPOINT A DIRECTOR Management For *Management Position Unknown
3.2 APPOINT A DIRECTOR Management For *Management Position Unknown
3.3 APPOINT A DIRECTOR Management For *Management Position Unknown
4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON EGM MEETING DATE: 06/30/2006
ISSUER: G9826T102 ISIN: GB0031411001
SEDOL: B06JJ58, 7320790, B02QZN3, 3141100
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, SUBJECT TO RESOLUTIONS 2 AND 3 BEING Management For *Management Position Unknown
PASSED, THE PROPOSED ACQUISITION BY A WHOLLY-OWNED
INDIRECT SUBSIDIARY OF THE COMPANY, XSTRATA CANADA
INC. THE OFFEROR , OF ANY AND ALL OF THE ISSUED,
TO BE ISSUED AND OUTSTANDING FALCONBRIDGE SHARES
AS SPECIFIED , OTHER THAN ANY FALCONBRIDGE SHARES
OWNED DIRECTLY OR INDIRECTLY BY THE OFFEROR OR
ITS AFFILIATES, ON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THE OFFER DOCUMENT AS SPECIFIED
, A COPY OF WHICH IS PRODUCED TO THE MEETING
AND FOR IDENTIFICATION PURPOSES, INITIALED BY
THE CHAIRMAN OF THE MEETING, OR ON THE TERMS
AND SUBJECT TO THE CONDITIONS OF ANY AMENDED,
EXTENDED, REVISED, RENEWED, ADDITIONAL OR OTHER
OFFER OR OFFERS FOR SHARES AND/OR ASSOCIATED
RIGHTS IN THE CAPITAL OF FALCONBRIDGE LIMITED
APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY
THE BOARD OR ANY DULY CONSTITUTED COMMITTEE
OF THE BOARD A COMMITTEE THE OFFER , TO MAKE
WAIVERS, EXTENSIONS AND AMENDMENTS OR VARIATIONS
TO ANY OF THE TERMS AND CONDITIONS OF THE OFFER
AND TO DO ALL SUCH THINGS THAT IT MAY CONSIDER
NECESSARY OR DESIRABLE TO IMPLEMENT AND GIVE
EFFECT TO, OR OTHERWISE IN CONNECTION WITH, THE
OFFER AND ANY MATTERS INCIDENTAL TO THE OFFER,
INCLUDING IN RESPECT OF OPTIONS GRANTED TO EMPLOYEES
OF FALCONBRIDGE OR ITS SUBSIDIARIES
2. APPROVE TO INCREASE THE SHARE CAPITAL OF THE Management For *Management Position Unknown
COMPANY FROM USD 437,500,000.50 AND GBP 50,000
TO USD 7,554,974,199.00 AND GBP 50,000 BY THE
CREATION OF AN ADDITIONAL 14,234,948,397 ORDINARY
SHARES OF USD 0.50 EACH IN THE CAPITAL OF THE
COMPANY HAVING THE RIGHTS AND PRIVILEGES AND
BEING SUBJECT TO THE RESTRICTIONS CONTAINED IN
THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
RANKING PARI PASSU IN ALL RESPECTS WITH THE EXISTING
ORDINARY SHARES OF USD 0.50 EACH IN THE CAPITAL
OF THE COMPANY
3. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For *Management Position Unknown
TO RESOLUTION 2 BEING PASSED, TO RENEW THE AUTHORITY
TO ALLOT RELEVANT SECURITIES FOR A PERIOD EXPIRING
UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED
ON THE DATE WHICH IS THE 5 ANNIVERSARY OF THE
DATE ON WHICH THIS RESOLUTION IS PASSED AND FOR
THAT PERIOD THE SECTION 80 AMOUNT SHALL BE I)
USD 7,000,000,000.00 EQUIVALENT TO 14,000,000,000
ORDINARY SHARES OF USD 0.50 EACH IN THE CAPITAL
OF THE COMPANY IN CONNECTION WITH 1 OR MORE
ISSUES OF RELEVANT SECURITIES UNDER ONE OR MORE
TRANSACTIONS TO REFINANCE IN WHOLE OR IN PART
ANY AMOUNT OUTSTANDING UNDER THE EQUITY BRIDGE
FACILITY AS SPECIFIED AND II) OTHERWISE THAN
IN CONNECTION WITH 1 OR MORE ISSUES OF RELEVANT
SECURITIES UNDER 1 OR MORE TRANSACTIONS TO REFINANCE
IN WHOLE OR IN PART THE EQUITY BRIDGE FACILITY
AS SPECIFIED , USD 117,474,198.50 EQUIVALENT
TO 234,948,397 ORDINARY SHARES OF USD 0.50 EACH
IN THE CAPITAL OF THE COMPANY
S.4 AUTHORIZE THE DIRECTORS OF THE COMPANY, IN PLACE Management For *Management Position Unknown
OF ALL EXISTING POWERS, TO ALLOT EQUITY SECURITIES
AS IF SECTION 89(1) OF THE COMPANIES ACT 1985
DID NOT APPLY, FOR THAT PERIOD THE SECTION 89
AMOUNT IS USD 17,621,129.00 EQUIVALENT TO 35,242,258
ORDINARY HARES OF USD 0.50 EACH IN THE CAPITAL
OF THE COMPANY ; AUTHORITY EXPIRES AT THE NEXT
AGM OF THE COMPANY
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 GAMCO INTERNATIONAL GROWTH FUND, INC.
---------------------------------------------
By (Signature and Title)* /S/ BRUCE N. ALPERT
--------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date AUGUST 21, 2006
----------------------------------------------
*Print the name and title of each signing officer under his or her
signature.