UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-08560
---------
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
------------
Date of fiscal year end: December 31
-----------
Date of reporting period: July 1, 2006 - June 30, 2007
----------------------------
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, 100 F Street, NE, Washington, DC
20549. 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, 2006 TO JUNE 30, 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 1 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND) AGM MEETING DATE: 07/21/2006
ISSUER: G49374146 ISIN: IE0030606259
SEDOL: B18VMN8, 3070732, B01ZKW5, 3060625
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
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 41 OF THE BYE-LAWS OF THE BANK;
AUTHORITY EXPIRES AT THE EARLIER OF CONCLUSION
OF THE ANNUAL GENERAL COURT OF THE BANK OR 20
JAN 2008
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 ACT; PROVIDED THAT THE POWER CONFERRED
BY THIS RESOLUTION SHALL; I) BE LIMITED TO THE
ISSUE, ALLOTMENT, GRANT OF OPTIONS OVER OR OTHER
DISPOSAL OF ORDINARY STOCK OF A NOMINAL AMOUNT
OF EUR 31.1 MILLION, AND EXPIRES AT THE EARLIER
OF 20 OCT 2007 AND THE DATE OF THE ANNUAL GENERAL
COURT OF THE BANK IN 2007
S.8 AUTHORIZE THE DIRECTORS GENERALLY EMPOWERED TO Management For *Management Position Unknown
ISSUE, ALLOT, GRANT OPTIONS OVER OR OTHERWISE
DISPOSE OF ORDINARY STOCK OF THE BANK OTHERWISE
THAN FOR CASH ON A NON-PREEMPTIVE BASIS INCLUDING
THE ISSUE OF SECURITIES CONVERTIBLE INTO ORDINARY
STOCK OR TO AGREE TO DO ANY OF THE FOREGOING
ACT; PROVIDED THAT THE POWER CONFERRED BY THIS
RESOLUTION SHALL BE LIMITED TO THE ISSUE, ALLOTMENT,
GRANT OF OPTIONS OVER OR OTHER DISPOSAL OF ORDINARY
STOCK OF A NOMINAL AMOUNT, AT THE DATE OF PASSING
OF THE RESOLUTION, OF THE LESSER OF 15% OF THE
ISSUED ORDINARY STOCK OR THE AUTHORIZED BUT UNISSUED
ORDINARY STOCK IN THE CAPITAL OF THE BANK AND
EXPIRES AT THE EARLIER OF 20 OCT 2007 OR ON THE
DATE OF THE ANNUAL GENERAL COURT OF THE BANK
IN 2007; PROVIDED FURTHER THAT 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 OUT ABOVE
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO BYE-LAW Management For *Management Position Unknown
119 OF THE BYE-LAWS OF THE BANK, TO EXERCISE
THE POWERS CONTAINED IN THE SAID BYE-LAW SO THAT
THE DIRECTORS MAY OFFER TO THE HOLDERS OF ORDINARY
STOCK IN THE CAPITAL OF THE BANK THE RIGHT TO
ELECT TO RECEIVE AN ALLOTMENT OF ADDITIONAL ORDINARY
STOCK, CREDITED AS FULLY PAID INSTEAD OF CASH
IN RESPECT OF ALL OR PART OF ANY DIVIDEND OR
DIVIDENDS FALLING TO BE DECLARED OR PAID DURING
THE PERIOD COMMENCING AT THE CONCLUSION OF THE
ANNUAL GENERAL COURT ON 21 JUL 2006 AND EXPIRING
ON THE COMMENCEMENT OF THE ANNUAL GENERAL COURT
TO BE HELD IN 2011, OR SUCH PART OF SUCH DIVIDEND
OR DIVIDENDS AS THE DIRECTORS MAY DETERMINE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 2 of 116
S.10 APPROVE THE REMUNERATION OF THE NON-EXECUTIVE Management For *Management Position Unknown
DIRECTORS FOR THE PURPOSES OF BYE-LAW 73 IS EUR
1,000,000 AND THAT THE DIRECTORS SHALL DETERMINE
HOW SUCH REMUNERATION SHALL BE DIVIDED AMONG
THEM
S.11 APPROVE THAT THE BANK OF IRELAND GROUP STAFF Management For *Management Position Unknown
STOCK ISSUE - 2006 SCHEME THE SCHEME SUBSTANTIALLY
IN THE FORM DESCRIBED IN APPENDIX 1 TO THE GOVERNOR
S LETTER TO STOCKHOLDERS DATED 22 JUN 2006, AND
PRODUCED TO THE ANNUAL GENERAL COURT AND SIGNED
BY THE CHAIRMAN OF THE COURT FOR IDENTIFICATION
PURPOSES AND AUTHORIZE THE DIRECTORS TO DO ALL
SUCH ACTS AND THINGS NECESSARY TO ESTABLISH AND
CARRY THE SAME INTO EFFECT INCLUDING THE MAKING
OF ANY AMENDMENTS THERETO NECESSARY TO OBTAIN
AND MAINTAIN APPROVAL OF THE REVENUE COMMISSIONERS
PURSUANT TO THE PROVISIONS OF THE TAXES CONSOLIDATION
ACT, 1997, AS AMENDED FROM TIME TO TIME
S.12 APPROVE THAT THE ESTABLISHMENT OF THE BANK OF Management For *Management Position Unknown
IRELAND GROUP RESTRICTED STOCK PLAN - 2006 THE
RSP, AND THE ESTABLISHMENT OF A NEW BANK OF
IRELAND US EMPLOYEE TRUST THE US EMPLOYEE TRUST
SUBSTANTIALLY IN THE FORM DESCRIBED IN APPENDIX
2 TO THE GOVERNOR S LETTER TO STOCKHOLDERS DATED
22 JUN 2006 AND PRODUCED AT THE ANNUAL GENERAL
COURT AND SIGNED BY THE CHAIRMAN OF THE COURT
FOR IDENTIFICATION PURPOSES; AND AUTHORIZE THE
DIRECTORS TO DO ALL SUCH ACTS AND THINGS NECESSARY
TO ESTABLISH AND CARRY THE SAME INTO EFFECT
1. APPROVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YEAR ENDED 31 MAR 2006
2. DECLARE A DIVIDEND Management For *Management Position Unknown
3.a RE-ELECT MR. DAVID DILGER AS A DIRECTOR Management For *Management Position Unknown
3.b RE-ELECT MR. GEORGE MAGAN AS A DIRECTOR MEMBER Management For *Management Position Unknown
OF GROUP REMUNERATION COMMITTEE
3.c RE-ELECT MRS. CAROLINE MARLAND AS A DIRECTOR Management For *Management Position Unknown
3.d RE-ELECT MR. THOMAS MORAN AS A DIRECTOR Management For *Management Position Unknown
3.e RE-ELECT MR. DECLAN MCCOUNT AS A DIRECTOR MEMBER Management For *Management Position Unknown
OF GROUP REMUNERATION COMMITTEE
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 DEFINED BY SECTION 155 OF THE
COMPANIES ACT, 1963 OF THE BANK GENERALLY TO
MAKE MARKET PURCHASES AS DEFINED IN SECTION
212 OF THE COMPANIES ACT, 1990 THE ACT OF
UNITS OF ORDINARY STOCK OF THE BANK HAVING A
NOMINAL VALUE OF EUR 0.64 EACH ON SUCH TERMS
AND CONDITIONS AND IN SUCH MANNER AS THE DIRECTORS
OR, AS THE DIRECTORS OF SUCH SUBSIDIARY, MAY
FROM TIME TO TIME DETERMINE BUT SUBJECT, HOWEVER,
TO THE PROVISIONS OF THE 1990 ACT AND TO THE
FOLLOWING RESTRICTIONS AND PROVISIONS:; THE MAXIMUM
NUMBER OF UNITS OF ORDINARY STOCK AUTHORIZED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 3 of 116
TO BE ACQUIRED PURSUANT TO THE TERMS OF THIS
RESOLUTION SHALL, SUBJECT TO THE PROVISIONS HEREINAFTER
SET OUT, NOT EXCEED 96,328,779 UNITS; THE MINIMUM
AND MAXIMUM PRICE WHICH MAY BE PAID FOR ANY SUCH
UNITS OF ORDINARY STOCK SHALL BE DETERMINED IN
ACCORDANCE WITH BYE-LAW 40 OF THE BYE-LAWS OF
THE BANK; AND UNITS OF NON-CUMULATIVE PREFERENCE
STOCK OF THE EUR 1 EACH OF THE BANK THE STERLING
PREFERENCE STOCK AND UNITS OF UNITS OF NON-CUMULATIVE
CONDITIONS AND IN SUCH MANNER AS THE DIRECTORS
OR, AS THE CASE MAY BE, THE DIRECTORS OR, AS
THE CASE MAY BE, THE DIRECTORS OF SUCH SUBSIDIARY,
MAY FROM TIME TO TIME DETERMINE BUT SUBJECT,
HOWEVER, TO THE PROVISIONS OF THE 1990 ACT AND
TO THE FOLLOWING RESTRICTIONS AND PROVISIONS:
THE MAXIMUM NUMBER OF UNITS OF STERLING PREFERENCE
STOCK AUTHORIZED TO BE ACQUIRED PURSUANT TO THE
TERMS OF THIS RESOLUTION SHALL, SUBJECT TO THE
PROVISIONS HEREINAFTER SET OUT NOT EXCEED 1,876,090
UNITS; 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 40 OF THE BYE-LAWS OF THE BANK; THE MAXIMUM
NUMBER OF UNITS EURO PREFERENCE STOCK AUTHORIZED
TO BE ACQUIRED PURSUANT TO THE TERMS OF THIS
RESOLUTION SHALL, SUBJECT TO THE PROVISIONS HEREINAFTER
SET OUT, NOT EXCEED 3,026,598 UNITS; THE MINIMUM
AND MAXIMUM PRICES WHICH MAY BE PAID FOR ANY
SUCH UNITS OR EURO PREFERENCE STOCK SHALL BE
DETERMINED IN ACCORDANCE WITH BYE-LAW 40 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 ANY TIME; AUTHORITY
EXPIRES AT THE EARLIER OF CONCLUSION OF THE ANNUAL
GENERAL COURT OF THE BANK OR 20 JAN 2008
- ------------------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON XSRAF.PK 0 GM MEETING DATE: 08/14/2006
ISSUER: G9826T102 ISIN: GB0031411001
SEDOL: B06JJ58, 7320790, B02QZN3, 3141100
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ACQUISITION BY A WHOLLY-OWNED INDIRECT Management For *Management Position Unknown
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 IN THE COMPANY CIRCULAR DATED 20
JUL 2006, 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 DEFINED
IN THE CIRCULAR AS AMENDED AND VARIED BY THE
VARIATION DOCUMENTS AS SPECIFIED 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
FALCONBRIDGE ; AND AUTHORIZE THE BOARD OF
DIRECTORS OF THE COMPANY OR ANY DULY CONSTITUTED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 4 of 116
COMMITTEE OF THE BOARD OR A COMMITTEE 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
- ------------------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON EGM MEETING DATE: 08/14/2006
ISSUER: G9826T102 ISIN: GB0031411001
SEDOL: B06JJ58, 7320790, B02QZN3, 3141100
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ACQUISITION AS SET OUT IN THE EGM Management For *Management Position Unknown
NOTICE
- ------------------------------------------------------------------------------------------------------------------------------------
CIE FINANCIERE RICHEMONT SA, GENEVE AGM MEETING DATE: 09/14/2006
ISSUER: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: B0ZC1S5, 7151116, B0LBVC0, B02V8V7
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* 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. RECEIVE THE FINANCIAL STATEMENTS AND STATUTORY Management Take No Action *Management Position Unknown
REPORTS
2. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management Take No Action *Management Position Unknown
OF EUR 0.05 PER A BEARER SHARE AND EUR 0.005
PER B REGISTERED SHARE
3. GRANT DISCHARGE TO THE BOARD AND SENIOR MANAGEMENT Management Take No Action *Management Position Unknown
4. APPROVE TO CHANGE THE LOCATION OF REGISTERED Management Take No Action *Management Position Unknown
OFFICE/HEADQUARTERS TO GENEVA
5.1 RE-ELECT MR. JOHANN RUPERT AS A DIRECTOR Management Take No Action *Management Position Unknown
5.2 RE-ELECT MR. JEAN AESCHIMANN AS A DIRECTOR Management Take No Action *Management Position Unknown
5.3 RE-ELECT DR. FRANCO COLOGNI AS A DIRECTOR Management Take No Action *Management Position Unknown
5.4 RE-ELECT MR. LORD DOURO AS A DIRECTOR Management Take No Action *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 5 of 116
5.5 RE-ELECT MR. YVES ISTEL AS A DIRECTOR Management Take No Action *Management Position Unknown
5.6 RE-ELECT MR. RICHARD LEPEU AS A DIRECTOR Management Take No Action *Management Position Unknown
5.7 RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management Take No Action *Management Position Unknown
5.8 RE-ELECT MR. ALAIN DOMINIQUE PERRIN AS A DIRECTOR Management Take No Action *Management Position Unknown
5.9 RE-ELECT MR. NORBERT PLATT AS A DIRECTOR Management Take No Action *Management Position Unknown
5.10 RE-ELECT MR. ALAN QUASHA AS A DIRECTOR Management Take No Action *Management Position Unknown
5.11 RE-ELECT MR. LORD RENWICK OF CLIFTON AS A DIRECTOR Management Take No Action *Management Position Unknown
5.12 RE-ELECT PROF. JUERGEN SCHREMPP AS A DIRECTOR Management Take No Action *Management Position Unknown
5.13 RE-ELECT MS. MARTHA WIKSTROM AS A DIRECTOR Management Take No Action *Management Position Unknown
5.14 ELECT MR. RUGGERO MAGNONI AS A DIRECTOR Management Take No Action *Management Position Unknown
5.15 ELECT MR. JAN RUPERT AS A DIRECTOR Management Take No Action *Management Position Unknown
6. APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management Take No Action *Management Position Unknown
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN MEETING TIME. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
NIWS CO HQ LTD, TOKYO AGM MEETING DATE: 09/21/2006
ISSUER: J58784109 ISIN: JP3654200009
SEDOL: 6513784
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
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 USE OF ELECTRONIC
SYSTEMS FOR PUBLIC NOTIFICATIONS, APPROVE MINOR
REVISIONS RELATED TO THE NEW COMMERCIAL
CODE, EXPAND BUSINESS LINES, APPOINT AN INDEPENDENT
AUDITOR
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
4.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 6 of 116
5 AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
SASOL LTD SSL OGM MEETING DATE: 10/03/2006
ISSUER: 803866102 ISIN: ZAE000006896
SEDOL: 5734304, 6777461, B03NQB8, 6777450
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1.S.1 AUTHORIZE THE DIRECTORS OF THE COMPANY, IN TERMS Management For *Management Position Unknown
OF SECTION 85(2) OF THE COMPANIES ACT, 1973 (ACT
61 OF 1973), AS AMENDED ACT , THE LISTINGS REQUIREMENTS
OF THE JSE LIMITED JSE AND THE ARTICLE 5 OF
THE COMPANY S ARTICLES OF ASSOCIATION, TO PURCHASE
60,111,477 ORDINARY NO PAR VALUE SHARES IN THE
ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY
FROM SASOL INVESTMENT COMPANY PROPRIETARY LIMITED
AT THE CLOSING PRICE OF A SASOL ORDINARY SHARE
ON THE JSE ON THE BUSINESS DAY PRIOR TO THE REGISTRATION
OF THIS SPECIAL RESOLUTION WITH THE REGISTRAR
OF COMPANIES
2.S.2 AUTHORIZE THE DIRECTORS OF THE COMPANY, IN TERMS Management For *Management Position Unknown
OF THE AUTHORITY GRANTED IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY, TO APPROVE AND IMPLEMENT THE
PURCHASE BY THE COMPANY, OR BY ANY OF ITS SUBSIDIARIES,
OF THE COMPANY S ORDINARY SHARES, UPON SUCH TERMS
AND CONDITIONS AND IN SUCH AMOUNTS AS THE DIRECTORS
OF THE COMPANY AND, IN THE CASE OF AN ACQUISITION
BY A SUBSIDIARY(IES), THE DIRECTORS OF THE SUBSIDIARY(IES)
MAY FROM TIME TO TIME DECIDE, SUBJECT TO THE
PROVISIONS OF THE ACT AND THE LISTINGS REQUIREMENTS
OF THE JSE, PROVIDED: THAT ANY REPURCHASE OF
SHARES IN TERMS OF THIS AUTHORITY 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;
THAT AT ANY POINT IN TIME, ONLY ONE AGENT WILL
BE APPOINTED TO EFFECT THE REPURCHASES ON BEHALF
OF THE COMPANY; THAT THE REPURCHASE MAY ONLY
BE EFFECTED, AFTER THE REPURCHASE, THE COMPANY
STILL COMPLIES WITH THE MINIMUM SPREAD REQUIREMENTS
STIPULATED IN THE LISTINGS REQUIREMENTS OF THE
JSE; THAT THE ACQUISITION OF SHARES IN ANYONE
FY BE LIMITED TO 10% OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AS AT THE BEGINNING OF THE FY,
PROVIDED THAT ANY SUBSIDIARY(IES) MAY ACQUIRE
SHARES TO A MAXIMUM OF 10% IN THE AGGREGATE OF
THE SHARES OF THE COMPANY; THAT ANY ACQUISITION
OF SHARES IN TERMS OF THIS AUTHORITY MAY NOT
BE MADE AT A PRICE GREATER THAN 10% ABOVE THE
WEIGHTED AVERAGE MARKET VALUE OF THE SHARES OVER
THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE
DATE ON WHICH THE ACQUISITION IS EFFECTED; THAT
THE REPURCHASE OF SHARES MAY NOT BE EFFECTED
DURING A PROHIBITED PERIOD, AS DEFINED IN THE
LISTINGS REQUIREMENTS OF THE JSE; THAT AN ANNOUNCEMENT
CONTAINING FULL DETAILS OF THE ACQUISITIONS OF
SHARES WILL BE PUBLISHED AS SOON AS THE COMPANY
AND/OR ITS SUBSIDIARY(IES) HAS/HAVE ACQUIRED
SHARES CONSTITUTING, ON A CUMULATIVE BASIS, 3%
OF THE NUMBER OF SHARES IN ISSUE AT THE DATE
OF THE GENERAL MEETING AT WHICH THIS SPECIAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 7 of 116
RESOLUTION IS CONSIDERED AND, IF APPROVED, PASSED,
AND FOR EACH 3%, IN AGGREGATE, OF THE AFORESAID
INITIAL NUMBER ACQUIRED THEREAFTER; AUTHORITY
EXPIRES EARLIER OF THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY OR 15 MONTHS
3.O.1 AUTHORIZE ANY DIRECTOR OR THE SECRETARY OF THE Management For *Management Position Unknown
COMPANY TO DO ALL SUCH THINGS AND SIGN ALL SUCH
DOCUMENTS AS ARE NECESSARY TO GIVE EFFECT TO
SPECIAL RESOLUTION 1 AND 2
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF RECORD DATE AND DETAILED AGENDA. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC DEO AGM MEETING DATE: 10/17/2006
ISSUER: G42089113 ISIN: GB0002374006
SEDOL: 0237400, 5409345, B01DFS0, 5399736, 5460494
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For *Management Position Unknown
AND THE ACCOUNTS FOR THE YE 30 JUN 2006
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 30 JUN 2006
3. APPROVE THE FINAL DIVIDEND OF 19.15 PENCE PER Management For *Management Position Unknown
ORDINARY SHARE
4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. H. TODD STITZER AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. PAUL S. WALSH AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. LAURENCE M. DANON 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 AGM
AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY
AND AUTHORIZE THE BOARD TO DETERMINE THEIR REMUNERATION
9. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL OTHER SUCH AUTHORITIES, TO ANY ISSUE OF RELEVANT
SECURITIES SECTION 80 OF THE COMPANIES ACT 1985
AS AMENDED MADE OR OFFERED OR AGREED TO BE
MADE PURSUANT TO SUCH AUTHORITIES PRIOR TO THIS
RESOLUTION BEING PASSED, TO ALLOT RELEVANT SECURITIES
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 268,684,000
FOR THE PURPOSES AND ON THE TERMS OF THE ARTICLE
10(B) OF THE COMPANY S ARTICLE OF ASSOCIATION
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 16 JAN 2008
14. AMEND THE DIAGEO EXECUTIVE SHARE OPTION PLAN Management For *Management Position Unknown
AS SPECIFIED
S.10 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES AND Management For *Management Position Unknown
ON THE TERMS OF ARTICLE 10(C) OF THE COMPANY
S ARTICLES OF ASSOCIATION, PURSUANT TO SECTION
95 OF THE COMPANIES ACT 1985 AS AMENDED , TO
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 8 of 116
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, DISAPPLYING SECTION 89(1) OF THAT ACT, PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF
EQUITY SECURITIES; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 16 JAN 2008 ; AND THE DIRECTORS MAY SO
ALLOT IN ACCORDANCE WITH ARTICLE 10(C) THE SECTION
95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE 10
(C) SHALL BE GBP 44,140,000
S.11 AUTHORIZE THE COMPANY FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE COMPANIES ACT 1985 AS AMENDED TO
MAKE MARKET PURCHASES SECTION 163 OF THAT ACT
OF UP TO 278,571,000 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 THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OR ON 16 JAN 2008; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
12. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
347C OF THE COMPANIES ACT 1985 AS AMENDED TO
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
SECTION 347(A) OF THAT ACT NOT EXCEEDING GBP
200,000 IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE
SECTION 347(A) OF THAT ACT NOT EXCEEDING GBP
200,000 IN TOTAL DURING THE BEGINNING WITH THE
DATE OF PASSING OF THIS RESOLUTION AND ENDING
AT THE END OF THE NEXT AGM OF THE COMPANY OR
ON 16 JAN 2008; AND APPROVE THE AGGREGATE AMOUNT
OF THE DONATIONS MADE AND POLITICAL EXPENDITURE
INCURRED BY THE COMPANY PURSUANT TO THIS RESOLUTION
SHALL NOT EXCEED GBP 200,000
13. APPROVE AND ADOPT THE DIAGEO PLC 2006 IRISH PROFIT Management For *Management Position Unknown
SHARING SCHEME AS SPECIFIED; AND AUTHORIZE THE
BOARD TO DO ALL ACTS AND THINGS WHICH IT MAY
CONSIDER NECESSARY OR DESIRABLE TO CARRY THE
SAME INTO EFFECT AND TO MAKE SUCH CHANGES AS
IT MAY CONSIDER APPROPRIATE FOR THAT PURPOSE,
INCLUDING MAKING ANY CHANGES REQUIRED BY THE
IRISH REVENUE COMMISSIONERS
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL AGM MEETING DATE: 10/26/2006
ISSUER: Q7788C108 ISIN: AU000000PBL6
SEDOL: B02PBH6, 6637082, 5636820
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE CONSOLIDATED FINANCIAL Non-Voting *Management Position Unknown
STATEMENTS OF THE COMPANY AND ITS CONTROLLED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 9 of 116
ENTITIES, AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS FOR THE FYE 30 JUN 2006
2.A ELECT MR. CHRISTOPHER CORRIGAN AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN ACCORDANCE WITH THE CLAUSE 6.1(E)
OF THE COMPANY S CONSTITUTION
4. ADOPT THE REMUNERATION REPORT FOR THE YE 30 JUN Management For *Management Position Unknown
2006
5. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.11, THE ISSUE OF 5,400,000 FULLY PAID ORDINARY
SHARES IN THE CAPITAL OF PBL TO ANCARAC PTY LIMITED
ABN 80 055 253 891, A COMPANY CONTROLLED BY MR.
JAMES PACKER, A DIRECTOR OF PBL, ON THE TERMS
SET OUT AS SPECIFIED
2.B ELECT MR. GEOFFREY DIXON AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
IN ACCORDANCE WITH THE CLAUSE 6.1(E) OF THE COMPANY
S CONSTITUTION
2.C ELECT MR. MICHAEL JOHNSTON AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN ACCORDANCE WITH THE CLAUSE 6.1(E)
OF THE COMPANY S CONSTITUTION
2.D ELECT MR. DAVID LOWY AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
IN ACCORDANCE WITH THE CLAUSE 6.1(E) OF THE COMPANY
S CONSTITUTION
2.E ELECT MR. CHRISTOPHER MACKAY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN ACCORDANCE WITH THE CLAUSE 6.1(E)
OF THE COMPANY S CONSTITUTION
2.F RE-ELECT MR. ROWEN CRAIGIE AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION IN ACCORDANCE WITH THE CLAUSE
6.1(F) OF THE COMPANY S CONSTITUTION
2.G RE=ELECT MR. RICHARD TURNER AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION IN ACCORDANCE WITH THE CLAUSE
6.1(F) OF THE COMPANY S CONSTITUTION
3.A APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.14, TO THE ACQUISITION OF 300,000 ORDINARY
SHARES IN THE COMPANY BY MR. CHRISTOPHER ANDERSON
UNDER AND IN ACCORDANCE WITH THE PBL EXECUTIVE
SHARE PLAN
3.B APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.14, TO THE ACQUISITION OF 1,300,000 ORDINARY
SHARES IN THE COMPANY BY MR. JOHN ALEXANDER UNDER
AND IN ACCORDANCE WITH THE PBL EXECUTIVE SHARE
PLAN
3.C APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.14, TO THE ACQUISITION OF 850,000 ORDINARY
SHARES IN THE COMPANY BY MR. ROWEN CRAIGIE UNDER
AND IN ACCORDANCE WITH THE PBL EXECUTIVE SHARE
PLAN
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA, MILANO OGM MEETING DATE: 10/28/2006
ISSUER: T10584117 ISIN: IT0000062957 BLOCKING
SEDOL: B10QPY3, 4578268, 4574813
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 10 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF RECORD DATE AND DETAILED AGENDA. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
30 OCT 2006 AT 11:00 A.M. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE
ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU
1. APPROVE THE FINANCIAL STATEMENT AT 30 JUN 2006, Management Take No Action *Management Position Unknown
THE BOARD OF DIRECTORS AND THE AUDITORS REPORT;
ANY ADJOURNMENT THEREOF
2. APPOINT THE DIRECTORS Management Take No Action *Management Position Unknown
3. APPOINT INTERNAL STATUTORY AUDITORS AND THEIR Management Take No Action *Management Position Unknown
CHAIRMAN AND THE REMUNERATION OF AUDITORS
4. APPOINT THE INDEPENDENT AUDITORS AND EXTEND THE Management Take No Action *Management Position Unknown
MANDATE OF THE EXTERNAL AUDITORS RECONTA ERNST
YOUNG SPA FOR THE THREE-YEAR TERM JUN 2007 TO
JUN 2009
- ------------------------------------------------------------------------------------------------------------------------------------
PERNOD-RICARD, PARIS EGM MEETING DATE: 11/07/2006
ISSUER: F72027109 ISIN: FR0000120693 BLOCKING
SEDOL: B043D05, 4427100, 4682329, B030Q53, B10S419, 4682318
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 11 of 116
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 REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS AND APPROVE THE COMPANY S FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE IN
2006, AS PRESENTED
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, IN THE
FORM PRESENTED TO THE MEETING
O.3 ACKNOWLEDGE THAT: (-) EARNINGS FOR THE FY AMOUNT Management Take No Action *Management Position Unknown
TO EUR 56,193,655.94 (-) RETAINED EARNINGS AMOUNT
TO EUR 364,691,170.04 (-) DISTRIBUTABLE INCOME,
AFTER ALLOCATION TO THE LEGAL RESERVE UP TO EUR
2,809,682.80, AMOUNTS TO EUR 418,075,143.18 (-)
DECIDES TO DISTRIBUTE TO THE SHAREHOLDERS A TOTAL
DIVIDEND OF EUR 237,034,826.28, I.E. A DIVIDEND
OF EUR 2.52 PER SHARE (-) DECIDES TO ALLOCATE
THE BALANCE OF THE DISTRIBUTABLE INCOME TO THE
RETAINED EARNINGS: EUR 181,040,316.90 AS AN INTERIM
DIVIDEND OF EUR 1.12 WAS ALREADY PAID ON 05 JUL
2006, THE SHAREHOLDERS WILL RECEIVE THE BALANCE
OF EUR 1.40 ON 15 NOV 2006, THIS DIVIDEND WILL
ENTITLE TO THE 40% ALLOWANCE PROVIDED BY THE
FRENCH TAX CODE, I.E. EUR 1.008 PER SHARE 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
O.4 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 THE AGREEMENTS
ENTERED INTO OR WHICH REMAINED IN FORCE DURING
THE FY
O.5 APPROVE TO RENEW THE APPOINTMENT OF MR. FRANCOIS Management Take No Action *Management Position Unknown
GERARD AS A DIRECTOR FOR A 4YEAR PERIOD
O.6 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 600,000.00 Management Take No Action *Management Position Unknown
TO THE BOARD OF DIRECTORS
O.7 AUTHORIZE THE BOARD OF DIRECTORS: TO TRADE IN Management Take No Action *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE MAXIMUM PURCHASE PRICE: EUR 250.00, MAXIMUM
NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE NUMBER
OF SHARES COMPRISING THE SHARE CAPITAL, I.E.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 12 of 116
9,406,143 SHARES, MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 2,351,535,750.00; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV
2005; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.8 AUTHORIZE THE BOARD OF DIRECTORS: TO REDUCE THE Management Take No Action *Management Position Unknown
SHARE CAPITAL, ON ONE OR MOREOCCASIONS, BY CANCELING
ALL OR PART OF THE SHARES HELD BY THE COMPANY
IN CONNECTION WITH THE STOCK REPURCHASE PLAN
DECIDED IN RESOLUTION NO.7, UP TO A MAXIMUM OF
10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 24 MONTHS ; IT CANCELS AND REPLACES THE
ONE GRANTED BY THE SHAREHOLDERS MEETING OF 10
NOV 2005; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.9 AUTHORIZE THE BOARD OF DIRECTORS: TO GRANT, IN Management Take No Action *Management Position Unknown
ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION,
TO EMPLOYEES AND EXECUTIVES OF THE COMPANY AND
RELATED COMPANIES, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO
BE ISSUED, OR TO PURCHASE EXISTING SHARES, IT
BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE
RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL
EXCEED 5% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 38 MONTHS ; IT CANCELS AND REPLACES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 17 MAY 2004;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.10 AUTHORIZE THE BOARD OF DIRECTORS, IN THE EVENT Management Take No Action *Management Position Unknown
OF A PUBLIC OFFER CONCERNING THE COMPANY, IN
ORDER TO ISSUE, IN ONE OR MORE OCCASIONS, WARRANTS
TO SUBSCRIBE FOR 1 OR MORE SHARES IN THE COMPANY,
THE PAR VALUE OF THE COMMON SHARES TO BE ISSUED
THROUGH THE EXERCISE OF THESE WARRANTS SHALL
NOT EXCEED EUR 145,000,000.00 THESE WARRANTS
WILL BE ALLOCATED FOR FREE; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS
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 FRANCE OR ABROAD,
IN FAVOR OF MEMBERS OF A COMPANY SAVINGS PLAN,
AND FOR A TOTAL NUMBER OF SHARES THAT SHALL NOT
EXCEED 2% OF THE COMPANY SHARE CAPITAL, IT CANCELS
AND REPLACES THE ONE GRANTED BY THE SHAREHOLDERS
MEETING OF 10 NOV 2005; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AMEND THE ARTICLE NUMBER 32 OF THE BYLAWS Management Take No Action *Management Position Unknown
E.12 APPROVE TO REDUCE THE SHARE CAPITAL OF EUR 9,947,999.20 Management Take No Action *Management Position Unknown
BY CANCELING THE 3,209,032 SHARES TRANSFERRED
BY SANTA LINA, FROM EUR 291,590,460.90 TO EUR
281,642,461.70 AND THUS REDUCING THE NUMBER OF
SHARES IN THE COMPANY FROM 94,061,439 TO 90,852,407
AND TO CHARGE THE AMOUNT CORRESPONDING TO THE
DIFFERENCE BETWEEN THE BOOK VALUE OF THE 3,209,032
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 13 of 116
SHARES AND THE PAR VALUE OF THE SHARES, I.E.
EUR 462,036,427.36 AGAINST THE CONVERSION PREMIUM
ACCOUNT AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.14 GRANT FULL 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 LAW
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING CO LTD AGM MEETING DATE: 11/10/2006
ISSUER: S34320101 ISIN: ZAE000015228
SEDOL: B01DJL1, 6410562, B0CRH18, 0410568, 7413021, 4410564
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For *Management Position Unknown
OF THE COMPANY FOR THE YE 30 JUN 2006, INCLUDING
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
2. RE-ELECT MS. F.T. DE BUCK AS A DIRECTOR, IN TERMS Management For *Management Position Unknown
OF THE COMPANY S ARTICLES OF ASSOCIATION
3. RE-ELECT DR. D.S. LUSHABA AS A DIRECTOR, IN TERMS Management For *Management Position Unknown
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
WHO RETIRES BY ROTATION
4. RE-ELECT MR. M. MOTLOBA AS A DIRECTOR, IN TERMS Management For *Management Position Unknown
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
WHO RETIRES BY ROTATION
5. APPROVE TO INCREASES AND FIX THE REMUNERATION Management For *Management Position Unknown
OF THE NON-EXECUTIVE DIRECTORS AS SPECIFIED
6.S.1 APPROVE, IN TERMS OF SECTION 85(2) OF THE COMPANIES Management For *Management Position Unknown
ACT 1973 ACT 61 IF 1973 , AS AMENDED COMPANIES
ACT , 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 JSE : 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; AUTHORITY
EXPIRES AT THE EARLIER OF THE NEXT AGM OF THE
COMPANY OR 15 MONTHS ; REPURCHASES MAY NOT BE
MADE AT A PRICE MORE THAN 10% ABOVE THE WEIGHTED
AVERAGE OF THE MARKET VALUE FOR THE SECURITIES
FOR THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 14 of 116
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; 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 5 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
5 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 NOT EXERCISE THE CALL OPTION
IF IT IS MORE THAN 10% OUT THE MONEY ; AND 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
5 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 5 BUSINESS DAYS IMMEDIATELY
PRECEDING THE DATE ON WHICH THE TRANSACTION IS
EFFECTED
7.O.1 APPROVE THE DEED EMBODYING THE HARMONY 2006 SHARE Management For *Management Position Unknown
PLAN AS SPECIFIED
8.O.2 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For *Management Position Unknown
TO THE PROVISIONS OF THE COMPANIES ACT AND THE
LISTINGS REQUIREMENTS OF THE JSE, TO ALLOT AND
ISSUE, AFTER PROVIDING FOR THE REQUIREMENTS OF
THE HARMONY 1994 SHARE OPTION SCHEME, THE HARMONY
2001 SHARE OPTION SCHEME, THE HARMONY 2003
SHARE OPTION SCHEME AND THE HARMONY 2006 SHARE
PLAN, 10% OF THE REMAINING UNISSUED SECURITIES
IN THE CAPITAL OF THE COMPANY, BEING 80,285,115
ORDINARY SHARES OF 50 CENTS EACH AS AT 13 SEP
2006, 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
9.O.3 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
OF UP TO 5% FOR CASH ON SUCH TERMS AND CONDITIONS
AS THE DIRECTORS MAY FROM TIME TO TIME AT THEIR
SOLE DISCRETION, NOT EXCEEDING 5% OF THE RELEVANT
NUMBER OF EQUITY SECURITIES IN ISSUE OF THAT
CLASS IN ANY 1 FY
CLASS IN ANY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 15 of 116
1 FY; AUTHORIZE THE DIRECTORS OF THE COMPANY
TO ALLOT AND ISSUE EQUITY SECURITIES INCLUDING
THE GRANT OR ISSUE OF OPTIONS OR SECURITIES THAT
ARE CONVERTIBLE INTO AN EXISTING CLASS OF EQUITY
SECURITIES OF UP TO 5% FOR CASH OR THE EXTINCTION
OF A LIABILITY, OBLIGATION OR COMMITMENT, RESTRAINT
S , OR SETTLEMENT OF EXPENSES ON SUCH TERMS
AND CONDITIONS AS THE DIRECTORS MAY FROM TIME
TO TIME AT THEIR SOLE DISCRETION DEEM FIT, AS
AND WHEN SUITABLE OPPORTUNITIES ARISE THEREFORE,
BUT SUBJECT TO THE FOLLOWING REQUIREMENTS: A)
THE EQUITY SECURITIES WHICH ARE THE SUBJECT OF
THE ISSUE FOR CASH MUST BE OF A CLASS ALREADY
IN ISSUE, OR WHERE THIS IS NOT THE CASE, MUST
BE LIMITED TO SUCH SECURITIES OR RIGHTS THAT
ARE CONVERTIBLE INTO A CLASS ALREADY IN ISSUE;
B) THE EQUITY SECURITIES MUST BE ISSUED TO PUBLIC
SHAREHOLDERS, AS DEFINED IN THE LISTINGS REQUIREMENTS
OF THE JSE AND NOT TO RELATED PARTIES; C) EQUITY
SECURITIES WHICH ARE THE SUBJECT OF GENERAL ISSUES
FOR CASH IN THE AGGREGATE IN ANY 1 FY MAY NOT
EXCEED 5% OF THE RELEVANT NUMBER OF EQUITY SECURITIES
IN ISSUE OF THAT CLASS FOR PURPOSES OF DETERMINING
THE SECURITIES COMPRISING THE 5% IN ANY 1 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
; OF A PARTICULAR CLASS, WILL BE AGGREGATED WITH
ANY SECURITIES THAT ARE COMPULSORY CONVERTIBLE
INTO SECURITIES OF THAT CLASS, AND, IN THE CASE
OF THE ISSUE OF COMPULSORY CONVERTIBLE SECURITIES,
AGGREGATED WITH THE SECURITIES OF THAT CLASS
INTO WHICH THEY ARE COMPULSORY CONVERTIBLE; AND
AS REGARDS THE NUMBER OF SECURITIES WHICH MAY
BE ISSUED 15% , 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 FY; 2) PLUS ANY SECURITIES
OF THAT CLASS TO BE ISSUED PURSUANT TO A RIGHTS
ISSUE WHICH HAS BEEN ANNOUNCED, IS IRREVOCABLE
AND IS FULLY UNDERWRITTEN; OR AN ACQUISITION
WHICH HAS HAD FINAL TERMS ANNOUNCED MAY BE INCLUDED,
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; E) THE APPROVAL
OF A 75% MAJORITY OF THE VOTES CAST BY SHAREHOLDERS
PRESENT OR REPRESENTED BY PROXY AT THE AGM IS
REQUIRED FOR THIS RESOLUTION; AND AUTHORITY
EXPIRES AT THE EARLIER UNTIL THE COMPANY S NEXT
AGM OR FOR 15 MONTHS ; AND F) AFTER THE COMPANY
HAS ISSUED EQUITY SECURITIES IN TERMS OF THIS
GENERAL AUTHORITY REPRESENTING, ON A CUMULATIVE
BASIS WITHIN THE CURRENT FY, 5% OR MORE OF THE
NUMBER OF EQUITY SECURITIES IN ISSUE PRIOR TO
THAT ISSUE, THE COMPANY WILL PUBLISH AN ANNOUNCEMENT
CONTAINING FULL DETAILS OF THE ISSUE IN ACCORDANCE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 16 of 116
WITH RULE 11.22 OF THE LISTINGS REQUIREMENTS
OF THE JSE
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF THE RECORD DATE AND CHANGE IN MEETING TYPE.
IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING COMPANY LIMITED HMY ANNUAL MEETING DATE: 11/10/2006
ISSUER: 413216300 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
O1 TO AUTHORISE THE IMPLEMENTATION OF THE HARMONY Management For For
2006 SHARE PLAN, THE SALIENT FEATURES OF WHICH
ARE SET OUT IN THE ANNEXURE.
S1 TO GRANT AUTHORITY FOR SHARE REPURCHASES. Management For For
05 TO INCREASE AND FIX THE REMUNERATION OF NON-EXECUTIVE Management For For
DIRECTORS.
04 TO RE-ELECT MR M MOTLOBA IN TERMS OF HARMONY Management For For
S ARTICLES OF ASSOCIATION.
03 TO RE-ELECT DR D S LUSHABA IN TERMS OF HARMONY Management For For
S ARTICLES OF ASSOCIATION.
02 TO RE-ELECT MS F T DE BUCK IN TERMS OF THE COMPANY Management For For
S ARTICLES OF ASSOCIATION.
01 ADOPTION OF 2005/2006 AUDITED FINANCIAL STATEMENTS, Management For For
INCLUDING THE REPORTS OF THE DIRECTORS AND AUDITORS.
O3 TO GRANT AUTHORITY TO THE DIRECTORS TO ALLOT Management For For
AND ISSUE EQUITY SECURITIES FOR CASH OF UP TO
5%.
O2 TO PLACE 10% OF THE UNISSUED ORDINARY SHARES Management For For
OF THE COMPANY UNDER DIRECTORS CONTROL.
- ------------------------------------------------------------------------------------------------------------------------------------
SASOL LTD SSL AGM MEETING DATE: 11/23/2006
ISSUER: 803866102 ISIN: ZAE000006896
SEDOL: 5734304, 6777461, B03NQB8, 6777450
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management For *Management Position Unknown
OF THE COMPANY AND OF THE GROUP FOR THE YE 30
JUN 2006, TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND THE AUDITORS
2.1 RE-ELECT MR. E. LE R. BRADLEY AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E)
OF THE COMPANY S ARTICLES OF ASSOCIATION
2.2 RE-ELECT MR. B. P. CONNELLAN AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E)
OF THE COMPANY S ARTICLES OF ASSOCIATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 17 of 116
2.3 RE-ELECT MR. P. V. COX AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
IN TERMS OF ARTICLES 75(D) AND 75(E) OF THE COMPANY
S ARTICLES OF ASSOCIATION
2.4 RE-ELECT MR. L. P. A. DAVIES AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E)
OF THE COMPANY S ARTICLES OF ASSOCIATION
2.5 RE-ELECT MR. M. S. V. GANTSHO AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E)
OF THE COMPANY S ARTICLES OF ASSOCIATION
2.6 RE-ELECT MR. J. E. SCHREMPP AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E)
OF THE COMPANY S ARTICLES OF ASSOCIATION
3.1 RE-ELECT MR. H. G. DIJKGRAAF AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN TERMS OF ARTICLE 75(H) OF THE COMPANY
S ARTICLES OF ASSOCIATION
7. TRANSACT ANY OTHER BUSINESS Non-Voting *Management Position Unknown
3.2 RE-ELECT MR. A. M. MOKABA AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN TERMS OF ARTICLE 75(H) OF THE COMPANY
S ARTICLES OF ASSOCIATION
3.3 RE-ELECT MR. T. S. MUNDAY AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN TERMS OF ARTICLE 75(H) OF THE COMPANY
S ARTICLES OF ASSOCIATION
3.4 RE-ELECT MR. T. H. NYASULU AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES IN TERMS OF ARTICLE 75(H) OF THE COMPANY
S ARTICLES OF ASSOCIATION
3.5 RE-ELECT MR. K. C. RAMON AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
IN TERMS OF ARTICLE 75(H) OF THE COMPANY S ARTICLES
OF ASSOCIATION
4. RE-APPOINT KPMG, INC AS THE AUDITORS Management For *Management Position Unknown
5.S.1 AUTHORIZE THE DIRECTORS OF THE COMPANY TO APPROVE Management For *Management Position Unknown
THE PURCHASE BY THE COMPANY, OR BY ANY OF ITS
SUBSIDIARIES OF THE COMPANY S SHARE, LIMITED
TO A MAXIMUM OF 10% OF THE COMPANY S ISSUED SHARE
CAPITAL OF THE SHARES IN THE APPLICABLE CLASS
AT THE TIME; AUTHORITY EXPIRES AT THE NEXT AGM
OF THE COMPANY
6.O.1 APPROVE THE REVISED ANNUAL FEES PAYABLE BY THE Management For *Management Position Unknown
COMPANY OR SUBSIDIARIES OF THE COMPANY TO THE
NON-EXECUTIVE DIRECTORS OF THE COMPANY WITH EFFECT
FROM 01 JUL 2006
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF THE RECORD DATE AND A NON-VOTABLE RESOLUTION.
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.
- ------------------------------------------------------------------------------------------------------------------------------------
WOOLWORTHS LTD AGM MEETING DATE: 11/24/2006
ISSUER: Q98418108 ISIN: AU000000WOW2
SEDOL: 5957327, 6981239, B02Q748
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 18 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL REPORT OF THE COMPANY AND Non-Voting *Management Position Unknown
THE REPORTS OF THE DIRECTORS AND THE AUDITOR
FOR THE FINANCIAL PERIOD ENDED 25 JUN 2006
2. ADOPT THE REMUNERATION REPORT FOR THE FYE 25 Management For *Management Position Unknown
JUN 2006
* PLEASE NOTE THAT ALTHOUGH THERE ARE 5 CANDIDATES Non-Voting *Management Position Unknown
TO BE ELECTED AS DIRECTORS, THERE ARE ONLY 4
VACANCIES AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING WILL
BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED
TO VOTE FOR ONLY 4 OF THE 5 DIRECTORS. THANK
YOU.
3.a ELECT MR. THOMAS WILLIAM POCKETT AS A DIRECTOR Management For *Management Position Unknown
3.b RE-ELECT MR. JOHN FREDERICK ASTBURY AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION INACCORDANCE WITH ARTICLE
10.3 OF THE COMPANY S CONSTITUTION
3.c PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder Take No Action *Management Position Unknown
ELECT MR. STEPHEN MAYNE AS ADIRECTOR
3.d ELECT MR. MICHAEL GERARD LUSCOMBE AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN ACCORDANCE WITH ARTICLE 10.10
OF THE COMPANY S CONSTITUTION
3.e RE-ELECT MR. JAMES ALEXANDER STRONG AS A DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION INACCORDANCE WITH ARTICLE
10.3 OF THE COMPANY S CONSTITUTION
S.5 APPROVE THAT THE CONSTITUTION OF THE COMPANY Management For *Management Position Unknown
IS REPEALED AND THE CONSTITUTIONBE ADOPTED AS
THE CONSTITUTION OF THE COMPANY, WITH EFFECT
FROM THE CLOSE OF THIS MEETING
4.a APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For *Management Position Unknown
OF ASX LISTING RULE 10.14, THE GRANT TO THE GROUP
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
OF THE COMPANY MR. MICHAEL LUSCOMBE, OF UP TO
A MAXIMUM OF 1,500,000 OPTIONS TO SUBSCRIBE FOR
ORDINARY SHARES IN THE COMPANY, SUCH OPTIONS
TO BE GRANTED PURSUANT TO THE WOOLWORTHS LONG
TERM INCENTIVE PLAN PLAN IN ACCORDANCE WITH
THE TERMS OF THE PLAN
4.b APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For *Management Position Unknown
OF ASX LISTING RULE 10.14, THE GRANT TO THE DIRECTOR
OF FINANCE, MR. THOMAS WILLIAM POCKETT OF UP
TO A MAXIMUM OF 750,000 OPTIONS TO SUBSCRIBE
FOR ORDINARY SHARES IN THE COMPANY, SUCH OPTIONS
TO BE GRANTED PURSUANT TO THE PLAN IN ACCORDANCE
WITH THE TERMS OF THE PLAN
* PLEASE NOTE THAT STANDING INSTRUCTIONS HAVE BEEN Non-Voting *Management Position Unknown
DISABLED FOR THIS MEETING
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITALIA SPA, ROMA AGM MEETING DATE: 12/05/2006
ISSUER: T2432A100 ISIN: IT0003121495 BLOCKING
SEDOL: B0Z6WG2, B0QZ9G7, B0203G4, 7154609, 7126181
- ------------------------------------------------------------------------------------------------------------------------------------
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 19 of 116
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPOINT THE DIRECTORS PRIOR DETERMINATION OF Management Take No Action *Management Position Unknown
THEIR NUMBER, DECISION ABOUT THEIR ANNUAL REMUNERATION
PURSUANT TO ARTICLE 19 OF THE COMPANY S BY-LAWS
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF RECORD DATE, AN ADDITIONAL COMMENT AND SECOND
CALL 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 HELD ON 04 DEC 2006 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED AND THAT THE SECOND CONVOCATION
WILL BE HELD ON 05 DEC 2006. PLEASE ALSO NOTE
THE NEW CUTOFF DATE 30 NOV 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.
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL OTH MEETING DATE: 12/12/2006
ISSUER: Q7788C108 ISIN: AU000000PBL6
SEDOL: B02PBH6, 6637082, 5636820
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
E.1 APPROVE, TO THE RELEASE OF THE RELEVANT GUARANTORS Management For *Management Position Unknown
FROM ANY FURTHER OBLIGATIONS UNDER THE GUARANTEE
ON AND FROM THE EFFECTIVE TIME AND ACKNOWLEDGE
THE ACCESSION OF BURSWOOD TRUST AS A NEW GUARANTOR
FROM AND INCLUDING THE EFFECTIVE TIME; THAT NO
MEMBER OF THE PBL MEDIA GROUP WILL NOW OR IN
THE FUTURE BE REQUIRED TO BECOME GUARANTORS UNDER
THE GUARANTEE; TO THE EXTENT IT IS REQUIRED TO
THE RELEVANT GUARANTORS CREATING SECURITY INTERESTS
OVER THEIR PRESENT OR FUTURE ASSETS, REVENUES
AND UNDERTAKINGS; TO COMPLETION OF THE TRANSACTION;
TO WAIVE, ANY PRESENT OR FUTURE BREACH OF THE
AUD MTN DOCUMENTATION TO THE EXTENT THAT SUCH
BREACH ARISES BY REASON OF THE ESTABLISHMENT
OR CAPITALIZATION OF THE PBL MEDIA GROUP AND/OR
BY REASON OF COMPLETION OF THE TRANSACTION; AND
THAT THE RELEVANT GUARANTORS AND EACH OTHER PRESENT
AND FUTURE MEMBER OF THE PBL MEDIA GROUP WILL
BE DEEMED NOT TO FORM PART OF THE PBL GROUP,
FOR ALL PURPOSES OF THE AUD MTN DOCUMENTATION
INCLUDING ANY CALCULATIONS REQUIRED TO BE MADE;
FOR THE AVOIDANCE OF DOUBT, HOLDERS ACKNOWLEDGE
THAT PROFORMA ADJUSTMENTS WILL BE NEED TO BE
MADE TO THE ACCOUNTS AND INTERIM ACCOUNTS WHICH
CONSOLIDATE ANY ENTITIES IN THE PBL MEDIA GROUP
FOR THE PURPOSES OF MAKING CALCULATIONS IN RESPECT
OF THE AUD MTN DOCUMENTATION; THESE AGREEMENTS,
CONSENTS AND WAVIERS ARE UNCONDITIONAL AND IRREVOCABLE
AND TAKE EFFECT FROM AND INCLUDING THE EFFECTIVE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 20 of 116
TIME
E.2 AMEND, CONDITIONAL TO THE PASSING OF RESOLUTION Management For *Management Position Unknown
1 AND WITH EFFECT FROM AND INCLUDING THE EFFECTIVE
TIME, THE TERMS AND CONDITIONS OF THE NOTES AS
SPECIFIED; IF THE TERMS AND CONDITIONS OF THE
NOTES IS PASSED THE ISSUER WILL EXECUTE A SUPPLEMENTAL
DEED POLL TO EFFECT THESE AMENDMENTS; THE ISSUER
ACKNOWLEDGE AND AGREES THAT THE DEED POLL AS
VARIED BY THESE EXTRAORDINARY RESOLUTIONS CONTINUES
IN FULL FORCE FROM AND INCLUDING THE EFFECTIVE
TIME; AND AMEND THE TERMS AND CONDITIONS OF THE
GUARANTEE ON AND FROM THE EFFECTIVE TIME AS SPECIFIED,
IF THE TERMS AND CONDITIONS OF THE GUARANTEE
IS PASSED, PBL, CROWN LIMITED AND BURSWOOD TRUST
AND THE RELEVANT GUARANTORS WILL EXECUTE A SUPPLEMENTAL
GROUP GUARANTEE TO EFFECT THESE AMENDMENTS; THE
ISSUER, PBL, CROWN LIMITED AND BURSWOOD TRUST
ACKNOWLEDGE AND AGREE THAT THE GUARANTEE AS VARIED
THESE EXTRAORDINARY RESOLUTIONS CONTINUES IN
FULL FORCE FROM AND INCLUDING THE EFFECTIVE TIME
- ------------------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP, SYDNEY NSW AGM MEETING DATE: 12/14/2006
ISSUER: Q97417101 ISIN: AU000000WBC1
SEDOL: 0957258, B01D654, 5412183, 6956527, 6076146, 6957393
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL FINANCIAL REPORT, DIRECTORS Non-Voting *Management Position Unknown
REPORT AND AUDIT REPORT OF WESTPAC FOR THE YE
30 SEP 2006
2.A RE-ELECT MR. CAROLYN JUDITH HEWSON AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
ARTICLES 9.2 AND 9.3 OF THE CONSTITUTION
2.B RE-ELECT MR. PETER DAVID WILSON AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
ARTICLES 9.2 AND 9.3 OF THE CONSTITUTION
2.C ELECT MS. ELIZABETH BLOMFIELD BRYAN AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY PURSUANT TO ARTICLE 9.7 OF THE
CONSTITUTION
3. APPROVE TO INCREASE THE YEARLY MAXIMUM SUM AVAILABLE Management For *Management Position Unknown
TO NON-EXECUTIVE DIRECTORS OF WESTPAC BANKING
CORPORATION AS REMUNERATION FOR THEIR SERVICES
FROM AUD 2.5 MILLION TO AUD 3.0 MILLION, FROM
THE YEAR COMMENCING 01 JAN 2007, TO BE DIVIDED
AMONGST THEM IN A MANNER THEY MAY DETERMINE
4.A APPROVE THE ESTABLISHMENT OF AN EQUITY-BASED Management For *Management Position Unknown
REWARD PLAN, TO BE CALLED THE WESTPAC REWARD
PLAN WRP , FOR THE PROVISION OF LONG TERM INCENTIVES
TO EMPLOYEES OF WESTPAC AND ITS SUBSIDIARIES
4.B APPROVE THE ESTABLISHMENT OF AN EQUITY-BASED Management For *Management Position Unknown
REWARD PLAN, TO BE CALLED THE RESTRICTED SHARE
PLAN, FOR PROVISION OF A RETENTION BENEFIT TO
EMPLOYEES OF WESTPAC AND ITS SUBSIDIARIES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 21 of 116
5. ADOPT THE ANNUAL REMUNERATION REPORT FOR THE Management For *Management Position Unknown
YE 30 SEP 2006
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITALIA SPA, ROMA OGM MEETING DATE: 01/18/2007
ISSUER: T2432A100 ISIN: IT0003121495 BLOCKING
SEDOL: B0Z6WG2, B0QZ9G7, B0203G4, 7154609, 7126181
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
19 JAN 2007, CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
1. APPROVE THE RESOLUTIONS RELATED TO THE ARTICLE Management Take No Action *Management Position Unknown
6 OF THE MINISTERIAL DECREE NO. 161 DATED 18
MAR 1998 OFFICES SUSPENSION
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF FUTURE 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.
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA, MILANO OGM MEETING DATE: 01/29/2007
ISSUER: T10584117 ISIN: IT0000062957 BLOCKING
SEDOL: B10QPY3, 4578268, 4574813
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF FUTURE 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 IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
30 JAN 2007 AT 10:00 A.M. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE
ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU
1. APPROVE RESOLUTIONS ACCORDING TO ARTICLE 6 MINISTERIAL Management Take No Action *Management Position Unknown
DECREE 18 MAR 1998, N.161
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 22 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG, BASEL OGM MEETING DATE: 03/05/2007
ISSUER: H69293217 ISIN: CH0012032048 BLOCKING
SEDOL: B114HX9, 7119158, B01DPV3, 7110388, 7618086
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* 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 Take No Action *Management Position Unknown
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
2006
2. RATIFY THE BOARD OF DIRECTORS ACTIONS Management Take No Action *Management Position Unknown
3. APPROVE TO VOTE ON THE APPROPRIATION OF AVAILABLE Management Take No Action *Management Position Unknown
EARNINGS
4.1 ELECT PROF. PIUS BASC HERA AS A NEW MEMBER OF Management Take No Action *Management Position Unknown
THE BOARD FOR A TERM OF 4 YEARS AS PROVIDED BY
THE ARTICLES OF INCORPORATION
4.2 ELECT DR. WOLFGANG RUT TENSTORFER AS A NEW MEMBER Management Take No Action *Management Position Unknown
OF THE BOARD FOR A TERM OF 4 YEARS AS PROVIDED
BY THE ARTICLES OF INCORPORATION
5. ELECT THE STATUTORY AND GROUP AUDITORS Management Take No Action *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG, BASEL AGM MEETING DATE: 03/05/2007
ISSUER: H69293217 ISIN: CH0012032048
SEDOL: B114HX9, 7119158, B01DPV3, 7110388, 7618086
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 352271 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting *Management Position Unknown
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 23 of 116
1. APPROVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting *Management Position Unknown
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
2006
2. RATIFY THE BOARD OF DIRECTORS ACTIONS Non-Voting *Management Position Unknown
3. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Non-Voting *Management Position Unknown
OF CHF 3.40 PER SHARE
4.1 ELECT PROF. PIUS BASCHERA AS A NEW MEMBER OF Non-Voting *Management Position Unknown
THE BOARD FOR A TERM OF 4 YEARS AS PROVIDED BY
THE ARTICLES OF INCORPORATION
4.2 ELECT DR. WOLFGANG RUTTENSTORFER AS A NEW MEMBER Non-Voting *Management Position Unknown
OF THE BOARD FOR A TERM OF 4 YEARS AS PROVIDED
BY THE ARTICLES OF INCORPORATION
5. ELECT KPMG KLYNVELD PEAT MARWICK GOERDELER SA Non-Voting *Management Position Unknown
AS THE STATUTORY AND GROUP AUDITORS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF AUDITOR NAME. PLEASE ALSO NOTE THE NEW CUT-OFF
IS 21 FEB 2007. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG AGM MEETING DATE: 03/06/2007
ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: B01DMY5, 7103065, B10S3M3, 7105083
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* 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. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Take No Action *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL Register
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 A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN RECORD DATE. PLEASE ALSO NOTE THE NEW CUT-OFF
IS 22 FEB 2007. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG AGM MEETING DATE: 03/06/2007
ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 24 of 116
SEDOL: B01DMY5, 7103065, B10S3M3, 7105083
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING350514, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management Take No Action *Management Position Unknown
OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2006
2. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management Take No Action *Management Position Unknown
OF NOVARTIS AG AS PER BALANCESHEET AND DECLARATION
OF DIVIDEND AS SPECIFIED AND A TOTAL DIVIDEND
PAYMENT OF CHF 3,380,588,453 IS EQUIVALENT TO
A GROSS DIVIDEND OF CHF 1.35 PER REGISTERED SHARE
OF CHF 0.50 NOMINAL VALUE ENTITLED TO DIVIDENDS
AS SPECIFIED
4.1 ACKNOWLEDGE THAT, AT HER OWN WISH, MRS. DR. H.C. Non-Voting *Management Position Unknown
BRIGIT BREUEL RETIRES FROM THE BOARD OF DIRECTORS
WITH EFFECT FROM THE AGM OF 06 MAR 2007
4.2.1 RE-ELECT MR. HANS-JOERG RUDLOFF AS A DIRECTOR Management Take No Action *Management Position Unknown
FOR A 3-YEAR TERM
4.2.2 RE-ELECT DR. H. C. DANIEL VASELLA AS A DIRECTOR Management Take No Action *Management Position Unknown
FOR A 3-YEAR TERM
4.3 ELECT MRS. MARJORIE M. YANG AS A NEW MEMBER FOR Management Take No Action *Management Position Unknown
A TERM OF OFFICE BEGINNING ON01 JAN 2008 AND
ENDING ON THE DAY OF THE AGM IN 2010
5. APPROVE THE RETENTION OF THE CURRENT AUDITORS Management Take No Action *Management Position Unknown
OF NOVARTIS AG AND GROUP AUDITORS, PRICEWATERHOUSECOOPERS
AG, FOR A FURTHER YEAR
* PLEASE NOTE THAT INSTITUTIONS SUBJECT TO THE Non-Voting *Management Position Unknown
FEDERAL LAW RELATING TO BANKS AND SAVINGS BANKS
OF 8 NOV 1934 AND PROFESSIONAL SECURITIES ADMINISTRATORS
ARE ASKED TO NOTIFY THE NUMBER OF THE SHARES
THEY REPRESENT TO THE COMPANY AS EARLY AS POSSIBLE,
AND IN ANY EVENT NOT LATER THAN THE DAY OF THE
AGM, AT THE AGM DESK GV-BURO. THANK YOU.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 25 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
FASTWEB, MILANO OGM MEETING DATE: 03/22/2007
ISSUER: T39805105 ISIN: IT0001423562 BLOCKING
SEDOL: B11Z646, 5941104, 5935356
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
23 MAR 2007. 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 MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 APPROVE THE FINANCIAL STATEMENTS AS OF 31 DEC Management Take No Action *Management Position Unknown
2006, PURSUANT TO THE ARTICLE 2364, PARAGRAPH
1 OF THE ITALIAN CIVIL CODE
O.2 APPROVE THE EXTRAORDINARY DISTRIBUTION OF SHARE Management Take No Action *Management Position Unknown
PREMIUM RESERVE UP TO THE MAXIMUM OF EUR 300
MILLION
E.1 AMEND THE BY-LAWS PURSUANT TO LAW N. 262-2005 Management Take No Action *Management Position Unknown
AND FOLLOWING AMENDMENTS: ARTICLE 7 MEETING NOTICE,
RIGHT TO ATTENDING THE MEETING AND DELEGATION,
ARTICLE 10 BOARD OF DIRECTORS, ARTICLE 13 MEETING
OF THE BOARD OF DIRECTORS, ARTICLE 19 BOARD OF
DIRECTORS AND INTRODUCTION OF NEW ARTICLE N.
20 REPORT OF THE ACCOUNTING STATEMENTS
* PLEASE NOTE THAT IN ADDITION TO INTESA SANPAOLO Non-Voting *Management Position Unknown
S STANDARD FEES FOR THE ISSUING OF COMMUNICATIONS
TO THE COMPANIES TO ATTEND THE MEETINGS, YOU
WILL BE CHARGED DIRECTLY AND ON A SEPARATE BASIS
WITH THE PROXY AGENT S FEES, WHICH RANGE FROM
EUR 300 TO EUR 500 PER MEETING. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
CANON INC. AGM MEETING DATE: 03/29/2007
ISSUER: J05124144 ISIN: JP3242800005
SEDOL: B021CR1, 5485271, B16MTZ4, 6172323
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
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 COMMERCIALCODE, 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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 26 of 116
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
3.12 APPOINT A DIRECTOR Management For *Management Position Unknown
3.13 APPOINT A DIRECTOR Management For *Management Position Unknown
3.14 APPOINT A DIRECTOR Management For *Management Position Unknown
3.15 APPOINT A DIRECTOR Management For *Management Position Unknown
3.16 APPOINT A DIRECTOR Management For *Management Position Unknown
3.17 APPOINT A DIRECTOR Management For *Management Position Unknown
3.18 APPOINT A DIRECTOR Management For *Management Position Unknown
3.19 APPOINT A DIRECTOR Management For *Management Position Unknown
3.20 APPOINT A DIRECTOR Management For *Management Position Unknown
3.21 APPOINT A DIRECTOR Management For *Management Position Unknown
3.22 APPOINT A DIRECTOR Management For *Management Position Unknown
3.23 APPOINT A DIRECTOR Management For *Management Position Unknown
3.24 APPOINT A DIRECTOR Management For *Management Position Unknown
3.25 APPOINT A DIRECTOR Management For *Management Position Unknown
3.26 APPOINT A DIRECTOR Management For *Management Position Unknown
3.27 APPOINT A DIRECTOR Management For *Management Position Unknown
4.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
6 APPROVE PAYMENT OF BONUSES TO DIRECTORS Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
TOKAI CARBON CO.,LTD. AGM MEETING DATE: 03/29/2007
ISSUER: J85538106 ISIN: JP3560800009
SEDOL: 6894003, B05PNS8
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
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 DIRECTORS AND ALL AUDITORS, APPROVE
MINOR REVISIONS RELATED TO THE NEW COMMERCIAL
CODE, REDUCE TERM OF OFFICE OF DIRECTORS
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
- ------------------------------------------------------------------------------------------------------------------------------------
STRAUMANN HOLDING AG, BASEL OGM MEETING DATE: 03/30/2007
ISSUER: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: B0QZC80, 7156832, B038BG3
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 27 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* 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. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Take No Action *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL Register
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: 03/30/2007
ISSUER: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: B0QZC80, 7156832, B038BG3
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING356706, 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 2006 BUSINESS REPORT AND THE REPORTS Management Take No Action *Management Position Unknown
OF THE AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE 2006 ANNUAL REPORT, THE ANNUAL FINANCIAL Management Take No Action *Management Position Unknown
STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS
3. APPROVE THE APPROPRIATION OF THE AVAILABLE EARNINGS Management Take No Action *Management Position Unknown
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
5.1 RE-ELECT MR. DOMINIK ELLENRIEDER AS A DIRECTOR Management Take No Action *Management Position Unknown
5.2 RE-ELECT DR. H.C. THOMAS STRAUMANN AS A DIRECTOR Management Take No Action *Management Position Unknown
6. APPOINT THE AUDITORS AND THE GROUP AUDITORS FOR Management Take No Action *Management Position Unknown
2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 28 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBRA SPECIAL MEETING DATE: 04/02/2007
ISSUER: 71654V408 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
O1 MANAGEMENT REPORT, FINANCIAL STATEMENTS AND AUDIT Management For For
COMMITTEE S OPINION FOR THE FISCAL YEAR 2006
O2 CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR Management For For
2007
O3 DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2006 Management For For
O4 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For For
O5 ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS Management For For
O6 ELECTION OF MEMBERS OF THE FISCAL COUNCIL AND Management For For
THEIR RESPECTIVE SUBSTITUTES
O7 ESTABLISHMENT OF THE MANAGEMENT COMPENSATION, Management For For
AS WELL AS THEIR PARTICIPATION IN THE PROFITS
PURSUANT TO ARTICLES 41 AND 56 OF THE COMPANY
S BYLAWS, AS WELL AS OF MEMBERS OF THE FISCAL
COUNCIL
E1 INCREASE IN THE CAPITAL STOCK THROUGH THE INCORPORATION Management For For
OF PART OF THE REVENUE RESERVES CONSTITUTED IN
PREVIOUS FISCAL YEARS AMOUNTING TO R$ 4.380 MILLION,
INCREASING THE CAPITAL STOCK FROM R$ 48.264 MILLION
TO R$ 52.644 MILLION WITHOUT ANY CHANGE TO THE
NUMBER OF ISSUED SHARES PURSUANT TO ARTICLE 40,
ITEM III, OF THE COMPANY S BYLAWS
- ------------------------------------------------------------------------------------------------------------------------------------
RIO TINTO PLC RTP AGM MEETING DATE: 04/13/2007
ISSUER: G75754104 ISIN: GB0007188757
SEDOL: B0CRGK0, 0718875, 5725676, B02T7C5, 4718699, 6720595
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
ON THE DIRECTORS IN RELATION TO THEIR GENERAL
AUTHORITY TO ALLOT SHARES BY PARAGRAPH (B) OF
ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD ENDING ON THE LATER
OF 12 APR 2008 AND THE DATE OF AGM IS 2008, BEING
NO LATER THAN 15 MONTHS FROM DATE OF THIS RESOLUTION,
AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL
BE GBP 33,775,000
* PLEASE NOTE THAT RESOLUTIONS 5 TO 12 WILL BE Non-Voting *Management Position Unknown
DEALT UNDER THE JOINT ELECTORAL PROCEDURE OF
RIO TINTO PLC AND RIO TINTO LIMITED. THANK YOU.
S.2 APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For *Management Position Unknown
ON THE DIRECTORS IN RELATION TO RIGHTS ISSUES
AND IN RELATION TO THE SECTION 89 AMOUNT BY PARAGRAPH
(B) OF ARTICLE 9 OF THE COMPANY S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD ENDING
ON THE LATER OF 12 APR 2008 AND THE DATE OF THE
AGM IN 2008, BEING NO LATER THAN 15 MONTHS FROM
THE DATE OF THIS RESOLUTION, AND FOR SUCH PERIOD
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 29 of 116
THE SECTION 89 AMOUNT SHALL BE GBP 6,514,000
S.3 AUTHORIZE RIO TINTO PLC, RIO TINTO LIMITED AND Management For *Management Position Unknown
ANY SUBSIDIARIES OF RIO TINTO LIMITED, TO PURCHASE
ORDINARY SHARES OF 10P EACH ISSUED BY RIO TINTO
PLC RTP ORDINARY SHARES, SUCH PURCHASES TO BE
MADE IN THE CASE OF RIO TINTO PLC BY WAY OF MARKET
PURCHASES SECTION 163 OF THE COMPANIES ACT 1985
OF UP TO 101,700,000 RTP ORDINARY SHARES 10%
OF THE ISSUED, PUBLICLY HELD, ORDINARY SHARE
CAPITAL OF THE COMPANY AS AT 09 FEB 2007 AT A
MINIMUM PRICE OF 10P AND THE MAXIMUM PRICE PAYABLE
FOR EACH SUCH RTP ORDINARY SHARES SHALL BE NOT
MORE THAN 5% ABOVE THE AVERAGE OF MIDDLE MARKET
QUOTATIONS FOR RTP ORDINARY SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF
PURCHASE; AUTHORITY EXPIRES ON 12 APR 2008 AND
THE DATE OF THE AGM IN 2008 OR 15 MONTHS; AND
UNLESS SUCH AUTHORITY IS RENEWED PRIOR TO THAT
TIME EXCEPT IN RELATION TO THE PURCHASE OF RTP
ORDINARY SHARES, THE CONTRACT FOR WHICH WAS CONCLUDED
BEFORE THE EXPIRY OF SUCH AUTHORITY AND WHICH
MIGHT BE EXECUTED WHOLLY OF PARTLY AFTER SUCH
EXPIRY; AND AUTHORIZE RIO TINTO PLC FOR THE PURPOSES
OF SECTION 164 OF THE COMPANIES ACT 1985 TO PURCHASE
OFF-MARKET FROM RIO TINTO LIMITED AND ANY OF
ITS SUBSIDIARIES ANY RTP ORDINARY SHARES ACQUIRED
UNDER THE AUTHORITY AS SPECIFIED PURSUANT TO
ONE OR MORE CONTRACTS BETWEEN RIO TINTO PLC AND
RIO TINTTO LIMITED ON THE TERMS OF THE FORM OF
THE CONTRACT AS SPECIFIED AND PROVIDED THAT:
THE MAXIMUM NUMBER OF RTP ORDINARY SHARES TO
BE PURCHASED PURSUANT TO CONTRACTS SHALL BE 101,700,000
RTP ORDINARY SHARES; AND THE PURCHASE PRICE OF
RTP ORDINARY SHARES PURSUANT TO A CONTRACT SHALL
BE AGGREGATE PRICE EQUAL TO THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS FOR RTP ORDINARY SHARES
AS DERIVED FROM LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST DURING THE PERIOD OF 5 BUSINESS DAYS IMMEDIATELY
PRICE PRIOR TO SUCH PURCHASE MULTIPLIED BY THE
NUMBER OF RTP ORDINARY SHARES THE SUBJECT OF
THE CONTRACT OR SUCH LOWER AGGREGATE PRICE AS
MAY BE AGREED BETWEEN THE COMPANY AND RIO TINTO
LIMITED BEING NOT LESS THAN 1 PENNY; AUTHORITY
EXPIRES ON 12 APR 2008 AND THE DATE OF THE AGM
IN 2008 OR 15 MONTHS
S.4 APPROVE THAT SUBJECT TO THE CONSENT IN WRITING Management For *Management Position Unknown
OF THE HOLDER OF THE SPECIAL VOTING SHARE, ARTICLE
64 OF THE COMPANY S ARTICLES OF ASSOCIATION BE
DELETED IN ITS ENTIRELY AND ARTICLE 64 AS SPECIFIED
AND BE SUBSTITUTED THEREOF AND RULE 145 OF RIO
TINTO LIMTIED S CONSTITUTION BE DELETED IN ITS
ENTIRELY AND RULE 145 AS SPECIFIED BE SUBSTITUTED
5. ELECT MR. MICHAEL FITZPATRICK AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. ASHTON CALVERT AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. GUY ELLIOTT AS A DIRECTOR Management For *Management Position Unknown
8. RE-ELECT LORD KERR AS A DIRECTOR Management For *Management Position Unknown
9. RE-ELECT SIR RICHARD SYKES AS A DIRECTOR Management For *Management Position Unknown
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 30 of 116
THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE
AUDIT COMMITTEE TO DETERMINE THE AUDITORS REMUNERATION
11. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2006 AS SET OUT IN THE 2006 ANNUAL REVIEW
AND THE 2006 ANNUAL REPORT AND FINANCIAL STATEMENTS
12. RECEIVE THE COMPANY S FINANCIAL STATEMENTS AND Management For *Management Position Unknown
THE REPORT OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2006
* PLEASE NOTE THAT RESOLUTION 4 REQUIRES A SEPARATE Non-Voting *Management Position Unknown
SPECIAL RESOLUTION OF THE PUBLIC SHAREHOLDERS
OF RIO TINTO PLC AND RIO TINTO LIMITED. THANK
YOU.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN NUMBERING AND ADDITIONALCOMMENTS. 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 ONLY RIO TINTO PLC SHAREHOLDERS Non-Voting *Management Position Unknown
ARE ENTITLED TO VOTE ON RESOLUTIONS 1, 2 AND
3. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
ANGLO AMERICAN PLC AGM MEETING DATE: 04/17/2007
ISSUER: G03764100 ISIN: GB0004901517
SEDOL: 7116784, 0490151, 5699663, 6367709, 2947473, 6152972, 6382058
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
2. DECLARE A FINAL DIVIDEND OF 75 US CENTS PER ORDINARY Management For *Management Position Unknown
SHARE PAYABLE ON 03 MAY 2007 TO THOSE SHAREHOLDERS
REGISTERED AT THE CLOSE OF BUSINESS ON 16 MAR
2007
3. ELECT MR. CYNTHIA CARROLL AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. RE-ELECT MR. CHRIS FAY AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
5. RE-ELECT SIR ROB MARGETTS AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT MR. NICKY OPPENHEIMER AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY FOR THE ENSUING YEAR
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
9. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2006 AS SPECIFIED
10. GRANT AUTHORITY TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
CONFERRED ON THE DIRECTORS BY ARTICLE 9.2 OF
THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED
UNTIL THE DATE OF THE AGM IN 2008 UP TO AN AGGREGATE
NOMINAL AMOUNT OF USD 74 MILLION 148 MILLION
ORDINARY SHARES
S.11 APPROVE, SUBJECT TO THE PASSING OF ORDINARY RESOLUTION Management For *Management Position Unknown
NUMBER 10; TO ALLOT EQUITY SECURITIES WHOLLY
FOR CASH CONFERRED ON THE DIRECTORS BY ARTICLE
9.3 OF THE COMPANY S ARTICLES OF ASSOCIATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 31 of 116
BE RENEWED UNTIL THE DATE OF THE AGM IN 2008
UP TO AN USD 37 MILLION 74 MILLION ORDINARY SHARES
S.12 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 148 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; ORDINARY
SHARE IS CONTRACTED TO BE PURCHASED AND THE AMOUNT
STIPULATED BY ARTICLE 5(1) OF THE BUY BACK AND
STABLILISATION REGULATIONS 2003; AUTHORITY EXPIRES
AT THE CONCLUSION OF THE AGM OF THE COMPANY IN
2008; 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 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF THE COMPANIES ACT 2006
AND THE COMPANY S ARTICLES OF ASSOCIATION, TO
SEND, CONVEY OR SUPPLY ALL TYPES OF NOTICES,
DOCUMENTS OR INFORMATION TO THE MEMBERS BY MEANS
OF ELECTRONIC EQUIPMENT FOR THE PROCESSING INCLUDING
DIGITAL COMPRESSION, STORAGE AND TRANSMISSION
OF DATA, EMPLOYING WIRES, RADIO OPTICAL TECHNOLOGIES,
OR ANY OTHER ELECTROMAGNETIC MEANS, INCLUDING
BY MAKING SUCH NOTICES, DOCUMENTS OR INFORMATION
AVAILABLE ON A WEBSITE
S.14 AMEND THE COMPANY S ARTICLES OF ASSOCIATION IN Management For *Management Position Unknown
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS AS
SPECIFIED
1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For *Management Position Unknown
AND THE GROUP AND THE REPORTSOF THE DIRECTORS
AND AUDITORS FOR THE YE 31 DEC 2006
- ------------------------------------------------------------------------------------------------------------------------------------
CAPITALIA SPA, ROMA OGM MEETING DATE: 04/18/2007
ISSUER: T2432A100 ISIN: IT0003121495 BLOCKING
SEDOL: B0Z6WG2, B0QZ9G7, B0203G4, 7154609, 7126181
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
19 JAN 2007, CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 APPROVE THE FINANCIAL STATEMENTS OF THE BOARD Management Take No Action *Management Position Unknown
OF DIRECTORS, REPORT ON THE OPERATIONS AND REPORT
OF THE AUDITORS FINANCIAL STATEMENTS AS AT 31
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 32 of 116
DEC 2006
O.2 APPROVE TO PURCHASE AND DISPOSE OWN SHARES Management Take No Action *Management Position Unknown
O.3 APPOINT THE STATUTORY AUDITORS AND THE CHAIRMAN Management Take No Action *Management Position Unknown
AND APPROVE THEIR REMUNERATION
E.4 APPROVE THE CAPITAL INCREASE FREE OF PAYMENT, Management Take No Action *Management Position Unknown
PURSUANT TO ARTICLE NO. 2442 CIVIL CODE, BY USING
SOME COMPANY RESERVE, BY INCREASING THE PAR VALUE
OF THE SHARES FROM EUR 1,00 TO EUR 1.2; CONSEQUENT
SHARE INCREASE FROM EUR 220.000 TO EUR 264.000.000,
TO BE EXECUTED BY THE BOARD OF DIRECTORS AS PER
THE POWERS GRANTED BY THE EGM OF 25 NOV 2005;
CONSEQUENT AMENDMENT OF THE ARTICLE NO. 5 BY-LAWS
* PLEASE NOTE THAT IN ADDITION TO INTESA SANPAOLO Non-Voting *Management Position Unknown
S STANDARD FEES FOR THE ISSUING OF COMMUNICATIONS
TO THE COMPANIES TO ATTEND THE MEETINGS, YOU
WILL BE CHARGED DIRECTLY AND ON A SEPARATE BASIS
WITH THE PROXY AGENT S FEES, WHICH RANGE FROM
EUR 300 TO EUR 500 PER MEETING. THANK YOU.
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIASET S P A OGM MEETING DATE: 04/18/2007
ISSUER: T6688Q107 ISIN: IT0001063210 BLOCKING
SEDOL: B10QPS7, 5474774, B020D31, 5077946
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
19 APR 2007. 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, IN ADDITION TO INTESA SANPAOLO Non-Voting *Management Position Unknown
S STANDARD FEES FOR THE ISSUING OF COMMUNICATIONS
TO THE COMPANIES TO ATTEND THE MEETINGS, YOU
WILL BE CHARGED DIRECTLY AND ON A SEPARATE BASIS
WITH THE PROXY AGENT S FEES, WHICH RANGE FROM
EUR 300 TO EUR 500 PER MEETING. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AS AT 31 DEC Management Take No Action *Management Position Unknown
2006, THE REPORT OF THE AUDITORS AND THE BOARD
OF DIRECTORS; INHERENT AND CONSEQUENT RESOLUTIONS
2. APPROVE, THE CASH DIVIDEND DISTRIBUTION, INHERENT Management Take No Action *Management Position Unknown
RESOLUTIONS; RECEIVE THE CONSOLIDATED FINANCIAL
STATEMENT AS AT 31 DEC 2006 AND REPORT OF THE
MANAGEMENT AND THE AUDITORS; AND AUTHORIZE THE
BOARD OF DIRECTORS TO BUY BACK PLAN
3. GRANT AUTHORITY TO PURCHASE AND DISPOSE ITS OWN Management Take No Action *Management Position Unknown
SHARES ALSO FOR THE STOCK OPTION PLAN PROGRAM,
INHERENT AND CONSEQUENT RESOLUTIONS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 33 of 116
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT 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.
- ------------------------------------------------------------------------------------------------------------------------------------
UBS AG AGM MEETING DATE: 04/18/2007
ISSUER: H89231338 ISIN: CH0024899483 BLOCKING
SEDOL: B17MJS6, B18YFJ4, B17XGG6, B18XLJ3, B17MV57, B18NGG5
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* 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. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Take No Action *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL Register
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 AGM MEETING DATE: 04/18/2007
ISSUER: H89231338 ISIN: CH0024899483 BLOCKING
SEDOL: B17MJS6, B18YFJ4, B17XGG6, B18XLJ3, B17MV57, B18NGG5
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING332438, 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 CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1. RECEIVE THE ANNUAL REPORT, THE GROUP AND PARENT Management Take No Action *Management Position Unknown
COMPANY ACCOUNTS FOR FY 2006,REPORTS OF THE GROUP
AND THE STATUTORY AUDITORS
2. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management Take No Action *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 34 of 116
AND DIVIDEND FOR FY 2006
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. STEPHAN HAERINGER AS A BOARD MEMBER Management Take No Action *Management Position Unknown
4.1.2 RE-ELECT MR. HELMUT PANKE AS A BOARD MEMBER Management Take No Action *Management Position Unknown
4.1.3 RE-ELECT MR. PETER SPUHLER AS A BOARD MEMBER Management Take No Action *Management Position Unknown
4.2. ELECT MR. SERGIO MARCHIONNE AS A NEW BOARD MEMBER Management Take No Action *Management Position Unknown
4.3 ELECT THE GROUP AND STATUTORY AUDITORS Management Take No Action *Management Position Unknown
5.2 APPROVE A NEW SHARE BUYBACK PROGRAM FOR 2007-2010 Management Take No Action *Management Position Unknown
5.1 APPROVE THE CANCELLATION OF SHARES REPURCHASED Management Take No Action *Management Position Unknown
UNDER THE 2006/2007 SHARE BUYBACK PROGRAM AND
AMEND ARTICLE 4 PARAGRAPH 1 OF THE ARTICLES OF
ASSOCIATION AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
VIVENDI, PARIS AGM MEETING DATE: 04/19/2007
ISSUER: F97982106 ISIN: FR0000127771
SEDOL: B0CR3H6, B1G0HP4, 4834777, 4859587, B0334V4, B11SBW8, 4841379, 4863470
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION Non-Voting *Management Position Unknown
OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE AUDITORS, APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 2006, AS PRESENTED,
SHOWING EARNINGS OF EUR 4,412,354,584.59
O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown
AND THE AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
TO THE MEETING
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L.225-88 OF THE
FRENCH COMMERCIAL CODE, APPROVE SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
O.4 APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE Management For *Management Position Unknown
COMMITTEE AND RESOLVES THAT THE DISTRIBUTABLE
INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS:
INCOME FOR THE FY: EUR 4,412,354,584.59 RETAINED
EARNINGS: EUR 10,389,661,400.91 TOTAL: EUR 14,802,015,985.50
ALLOCATED TO: LEGAL RESERVE: EUR 1,956,028.25
DIVIDENDS: EUR 1,386,784,539.60 OTHER RESERVES:
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 35 of 116
EUR 11,213,275,417.65 RETAINED EARNINGS: EUR
2,200,000,000.00 TOTAL: EUR 14,802,015,985.50
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.20 PER SHARE AND WILL ENTITLE TO THE
40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE;
THIS DIVIDEND WILL BE PAID ON 26 APR 2007; AS
REQUIRED BYLAW
O.5 RATIFY THE CO-OPTATION OF MR. MEHDI DAZI AS SUPERVISORY Management For *Management Position Unknown
BOARD MEMBER UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FY 2008
O.6 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET OR OTHERWISE
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 45.00 MAXIMUM NUMBER OF SHARES
TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 4,000,000,000.00;
AUTHORITY EXPIRES ON 18-MONTH PERIOD; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES
THE REMAINING PERIOD OF THE AUTHORIZATION GRANTED
BY THE COMBINED SHAREHOLDERS MEETING OF 20 APR
2006 IN ITS RESOLUTION E.10
E.7 AUTHORIZE THE EXECUTIVE COMMITTEE TO DECIDE ON Management For *Management Position Unknown
1 OR MORE CAPITAL INCREASES, IN FRANCE OR ABROAD,
BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00,
BY ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS
MAINTAINED, OF COMMON SHARES AND SECURITIES GIVING
ACCESS TO THE CAPITAL; AUTHORITY EXPIRES ON 26-MONTH
PERIOD; THE NUMBER OF SECURITIES TO BE ISSUED
MAY BE INCREASED IN ACCORDANCE WITH THE CONDITIONS
GOVERNED BY ARTICLE L.225-135-1 OF THE FRENCH
COMMERCIAL CODE; AND TO CHARGE THE SHARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS THE AMOUNTS NECESSARY TO FUND
THE LEGAL RESERVE; THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT, PARTICULARLY IN THE 1 GIVEN
BY THE SHAREHOLDERS MEETING DATED 28 APR 2005
IN THE RESOLUTION 7
E.8 AUTHORIZE THE EXECUTIVE COMMITTEE TO DECIDE ON Management For *Management Position Unknown
1 OR MORE CAPITAL INCREASES, IN FRANCE OR ABROAD,
BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00,
BY ISSUANCE, WITH CANCELLATION OF THE SHAREHOLDERS
PREFERRED SUBSCRIPTION RIGHTS, OF COMMON SHARES
AND SECURITIES GIVING ACCESS TO THE CAPITAL;
AUTHORITY EXPIRES ON 26-MONTH PERIOD; THE NUMBER
OF SECURITIES TO BE ISSUED MAY BE INCREASED IN
ACCORDANCE WITH THE CONDITIONS GOVERNED BY ARTICLE
L.225-135-1 OF THE FRENCH COMMERCIAL CODE; THE
SHAREHOLDERS MEETING AUTHORIZES, FOR THE SAME
PERIOD, THE EXECUTIVE COMMITTEE TO INCREASE THE
SHARE CAPITAL, UP TO 10% OF THE SHARE CAPITAL,
IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL
SECURITIES OR SECURITIES GIVING ACCESS TO THE
SHARE CAPITAL; THE EXECUTIVE COMMITTEE MAY ALSO
PROCEED WITH A CAPITAL INCREASE IN CONSIDERATION
FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY CONCERNING THE
SHARES OF ANOTHER COMPANY; AND TO CHARGE THE
SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS
AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY
TO FUND THE LEGAL RESERVE; THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 36 of 116
TO THE SAME EFFECT, PARTICULARLY IN THE 1 GIVEN
BY THE SHAREHOLDERS MEETING DATED 28 APR 2005
IN THE RESOLUTION 8; THE AMOUNT OF CAPITAL INCREASES
CARRIED OUT BY VIRTUE OF THE PRESENT RESOLUTION
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION E.7
E.9 AUTHORIZE THE EXECUTIVE COMMITTEE TO DECIDE ON Management For *Management Position Unknown
1 OR MORE CAPITAL INCREASES, UP TO A MAXIMUM
NOMINAL AMOUNT OF EUR 500,000,000.00 BY WAY OF
CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER
MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED
BYLAW AND UNDER THE BY-LAWS, BY ISSUING BONUS
SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES;
AUTHORITY EXPIRES ON 26-MONTH PERIOD; THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT, PARTICULARLY THE 1 GIVEN
BY THE SHAREHOLDER S MEETING DATED 28 APR 2005
IN THE RESOLUTION 10; THE AMOUNT OF CAPITAL INCREASES
CARRIED OUT BY VIRTUE OF THE PRESENT RESOLUTION
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION E.7
E.10 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS, IN
FAVOUR OF EMPLOYEES, AND FORMER EMPLOYEES OF
THE COMPANY AND COMPANIES OF THE VIVENDI GROUP,
WHO ARE MEMBERS OF THE GROUP SAVINGS PLAN; AUTHORITY
EXPIRES ON 26-MONTH PERIOD; AND FOR A TOTAL NUMBER
OF SHARES THAT SHALL NOT EXCEED 1.5% OF THE SHARE
CAPITAL; 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, PARTICULARLY THE 1 GIVEN
BY THE SHAREHOLDER S MEETING DATED 28 APR 2006
IN ITS RESOLUTION 11; THE AMOUNT OF CAPITAL INCREASES
CARRIED OUT BY VIRTUE OF THE PRESENT RESOLUTION
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION E.7
E.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management For *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
10% OF THE SHARE CAPITAL OVER A 24 MONTH PERIOD;
AUTHORITY EXPIRES ON 26-MONTH PERIOD; 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, PARTICULARLY THE 1 GIVEN BY
THE SHAREHOLDER S MEETING DATED 20 APR 2006 IN
ITS RESOLUTION 11
E.12 APPROVE TO BRING THE ARTICLES OF THE BYLAWS INTO Management For *Management Position Unknown
CONFORMITY WITH THE PROVISIONS OF ARTICLE NO
L.225-71 OF THE FRENCH COMMERCIAL CODE MODIFIED
BY THE LAW NO 2006-1170 OF 30 DEC 2006 AND AMEND
ARTICLE 8 OF THE BYLAWS-SUPERVISORY BOARD MEMBER
ELECTED BY THE EMPLOYEES
E.13 APPROVE TO BRING THE ARTICLES OF THE BYLAWS INTO Management For *Management Position Unknown
CONFORMITY WITH THE PROVISIONS OF ARTICLES 84-1
AND 108-1 OF THE DECREE NO 67-236 OF 23 MAR 1967
MODIFIED BY THE DECREE OF 11 DEC 2006 AND AMEND
ARTICLES 10 AND 14 OF THE BYLAWS-ORGANIZATION
OF THE SUPERVISORY BOARD AND ORGANIZATION OF
THE EXECUTIVE COMMITTEE
E.14 APPROVE TO BRING THE ARTICLES OF THE BYLAWS INTO Management For *Management Position Unknown
CONFORMITY WITH THE PROVISIONS OF ARTICLE 136
OF THE DECREE NO 67-236 OF 23 MAR 1967 MODIFIED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 37 of 116
BY THE DECREE OF 11 DEC 2006 AND AMEND ARTICLE
16 OF THE BYLAWS-SHAREHOLDERS MEETING
E.15 APPROVE TO DECIDE THE 15 DAY PERIOD APPLICABLE Management For *Management Position Unknown
FOR THE DECLARATIONS OF THE STATUTORY EXCEEDING
OF THE THRESHOLDS AND AMEND ARTICLE 5 OF THE
BYLAWS-SHARES IN ORDER TO BRING IT TO 5 MARKET
DAYS
E.16 AMEND ARTICLE 17 OF THE BYLAWS-VOTING RIGHTS Management For *Management Position Unknown
E.17 GRANT FULL POWERS TO THE BEARER OF AN ORIGINAL, Management For *Management Position Unknown
A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY LAW
- ------------------------------------------------------------------------------------------------------------------------------------
AVIVA PLC AGM MEETING DATE: 04/26/2007
ISSUER: G0683Q109 ISIN: GB0002162385
SEDOL: B02S658, 0216238, B045BR4, 4100490, 5983991, 4191007
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE COMPANY S ACCOUNTS AND Management For *Management Position Unknown
THE REPORTS OF THE DIRECTORS AND THE AUDITOR
FOR THE YE 31 DEC 2006
2. APPROVE TO DECLARE A FINAL DIVIDEND OF 19.18 Management For *Management Position Unknown
PENCE PER ORDINARY SHARE OF THE COMPANY FOR THE
YE 31 DEC 2006
3. RE-ELECT MR. GUILLERMO DE LA DEHESA AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
4. RE-ELECT MR. WIM DIK AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
5. RE-ELECT MR. RICHARD KARL GOELTZ AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
6. RE-ELECT MR. RUSSELL WALLS AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
7. 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 AGM
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For *Management Position Unknown
S REMUNERATION
9. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For *Management Position Unknown
DIRECTORS BY ARTICLE 5.04A OF THE COMPANY S ARTICLES
OF ASSOCIATION WITH THE SECTION 80 AMOUNT BEING
GBP 108 MILLION AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY ARTICLE 5.04B OF THE COMPANY S ARTICLES OF
ASSOCIATION WITH THE SECTION 89 AMOUNT BEING
GBP 32 MILLION AUTHORITY EXPIRES THE EARLIER
OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
11. APPROVE, IN ACCORDANCE TO THE SECTION 241A OF Management For *Management Position Unknown
THE COMPANIES ACT 1985, THE DIRECTORS REMUNERATION
REPORT CONTAINED WITHIN THE REPORT AND ACCOUNTS
FOR THE YE 31 DEC 2006
12. APPROVE THE RULES OF THE AVIVA PLC SAVINGS RELATED Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 38 of 116
SHARE OPTION SCHEME 2007 THE SCHEME AS SPECIFIED;
AND AUTHORIZE THE DIRECTORS TO ESTABLISH SUCH
FURTHER PLANS FOR THE BENEFIT OF EMPLOYEES OVERSEAS
BASED ON THE SCHEME SUBJECT TO SUCH MODIFICATIONS
AS MAY BE NECESSARY OR DESIRABLE TO TAKE ACCOUNT
OF OVERSEAS SECURITIES LAWS, EXCHANGE CONTROL
AND TAX LEGISLATION PROVIDED THAT ANY ORDINARY
SHARES OF THE COMPANY MADE AVAILABLE UNDER SUCH
FURTHER PLANS ARE TREATED AS COUNTING AGAINST
ANY LIMITS ON INDIVIDUAL PARTICIPATION IN THE
SCHEME OR OVERALL PARTICIPATION IN THE SCHEME
S.13 ADOPT THE NEW ARTICLE 32.12 IN THE COMPANY S Management For *Management Position Unknown
ARTICLES OF ASSOCIATION AS SPECIFIED, AND AMEND
THE ARTICLES OF ASSOCIATION PRODUCED TO THE MEETING
AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE
OF IDENTIFICATION
S.14 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 256 MILLION ORDINARY SHARES OF 25PENCE EACH
IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF 25PENCE AND NOT MORE THAN 105% ABOVE THE AVERAGE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF 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.15 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 8
% CUMULATIVE IRREDEEMABLE PREFERENCE SHARES
UP TO 100 MILLION 8 % CUMULATIVE PREFERENCE
SHARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 25PENCE AND NOT MORE THAN
105% 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.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 8
% CUMULATIVE IRREDEEMABLE PREFERENCE SHARES
UP TO 100 MILLION 8 % CUMULATIVE PREFERENCE
SHARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 25 PENCE AND NOT MORE THAN
105% 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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 39 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC AGM MEETING DATE: 04/26/2007
ISSUER: G08036124 ISIN: GB0031348658
SEDOL: B021PQ1, 6507312, B02S681, 3134865
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS AND THE AUDITORS REPORTS Management For *Management Position Unknown
AND THE AUDITED ACCOUNTS FORTHE YE 31 DEC 2006
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2006
3. RE-ELECT MR. MARCUS AGIUS AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. RE-ELECT MR. FREDERIK SEEGERS AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
5. RE-ELECT MR. CHRISTOPHER LUCAS AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
6. RE-ELECT MR. STEPHEN RUSSELL AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
7. RE-ELECT MR. RICHARD LEIGH CLIFFORD AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
8. RE-ELECT SIR ANDHREW LIKIERMAN AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
9. RE-ELECT MR. JOHN VARLEY AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
10. RE-ELECT SIR NIGEL RUDD AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
11. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown
AUDITORS OF THE COMPANY
12. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
13. AUTHORIZE BARCLAYS BANK PLC TO MAKE EU POLITICAL Management For *Management Position Unknown
DONATIONS
14. APPROVE TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS Management For *Management Position Unknown
TO ALLOT SECURITIES
S.15 APPROVE TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS Management For *Management Position Unknown
TO ALLOT SECURITIES FORCASH OTHER THAN ON A PRO-RATE
BASIS TO SHAREHOLDERS AND TO SELL TREASURY SHARES
S.16 APPROVE TO RENEW THE COMPANY S AUTHORITY TO PURCHASE Management For *Management Position Unknown
ITS OWN SHARES
S.17 ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
BOUYGUES, PARIS EGM Meeting Date: 04/26/2007
ISSUER: F11487125 ISIN: FR0000120503
SEDOL: B01JBX5, 2696612, 4067528, 7164028, B0Z6VY3, B043HB4, 4002121, 4115159
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. VERIFICATION Non-Voting *Management Position Unknown
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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 40 of 116
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: VOTING INSTRUCTIONS WILL BE FORWARDED
TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON THE VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT YOUR REPRESENTATIVE. 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 AND THE
GLOBAL CUSTODIAN ADVISES OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS,
THERE IS A PROCESS IN EFFECT WHICH WILL ADVISE
THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION
AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE
LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE
INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT
OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS
TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR
TO MEETING DATE + 1
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
AUDITORS, APPROVE THE COMPANY S FINANCIAL STATEMENTS
FOR THE YE 2006, AS PRESENTED, SHOWING NET EARNINGS
OF EUR 603,396,472.57, GRANT PERMANENT DISCHARGE
TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE
AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FINANCIAL YEAR, IN THE
FORM PRESENTED TO THE MEETING, SHOWING NET EARNINGS
GROUP SHARE OF EUR 1,246,000,000.00
O.3 APPROVE THE DISTRIBUTABLE INCOME OF EUR 838,625,254.57 Management For *Management Position Unknown
BE APPROPRIATED AS FOLLOWS: DIVIDENDS: EUR 16,738,879.15,
A DIVIDEND OF EUR 0.05 PER SHARE, ADDITIONAL
DIVIDEND: EUR 384,994,220.45, A NET DIVIDEND
OF 1.15 PER SHARE THE BALANCE WILL BE ALLOCATED
TO THE RETAINED EARNINGS ACCOUNT: EUR 436,892,154.97
THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND
OF EUR 1.20 PER SHARE AND WILL ENTITLE NATURAL
PERSONS FISCALLY DOMICILIATED IN FRANCE, TO THE
40% ALLOWANCE THIS DIVIDEND WILL BE PAID ON 03
MAR 2007 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 BYLAW
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLE L. 225-38 OF THE
FRENCH COMMERCIAL CODE AND THE AGREEMENTS REFERRED
TO THEREIN
O.6 APPROVE TO RENEW THE APPOINTMENT OF MR. LUCIEN Management For *Management Position Unknown
DOUROUX AS A DIRECTOR FOR A 3-YEAR PERIOD
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 41 of 116
O.5 RATIFY THE CO-OPTATION OF MR. PATRICK KRON AS Management For *Management Position Unknown
A DIRECTOR, TO REPLACE MR. ALAIN POUYAT, FOR
THE REMAINDER OF MR. ALAIN POUYAT S TERM OF OFFICE,
UNTIL THE ORDINARY SHAREHOLDERS MEETING AND
APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2009
O.7 APPROVE TO RENEW THE APPOINTMENT OF MR. JEAN Management For *Management Position Unknown
PEYRELEVADE AS A DIRECTOR FOR A 3-YEAR PERIOD
O.8 APPROVE TO RENEW THE APPOINTMENT OF THE COMPANY Management For *Management Position Unknown
SCDM AS A DIRECTOR FOR A 3-YEAR PERIOD
O.9 ELECT MR. THIERRY JOURDAINE AS A DIRECTOR MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD OF 1 OF THE INVESTMENT
FUNDS REPRESENTING THE EMPLOYEES WHO ARE SHAREHOLDERS,
SUBJECT TO THE ADOPTION BY THE SHAREHOLDERS
MEETING OF RESOLUTION E.27, HIS TERM OF OFFICE
WILL LAST 3 YEARS; IF SUCH RESOLUTION IS NOT
APPROVED, IT WILL LAST 2 YEARS
O.10 ELECT MR. JEAN-MICHEL GRAS AS A DIRECTOR MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD OF 1OF THE INVESTMENT
FUNDS REPRESENTING THE EMPLOYEES WHO ARE SHAREHOLDERS,
SUBJECT TO THE ADOPTION BY THE SHAREHOLDERS
MEETING OF RESOLUTION E.27, HIS TERM OF OFFICE
WILL LAST 3 YEARS; IF SUCH RESOLUTION IS NOT
APPROVED, IT WILL LAST 2 YEARS
O.11 APPOINT MR. ALAIN POUYAT AS A CONTROL AGENT, Management For *Management Position Unknown
FOR A 3-YEAR PERIOD
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management For *Management Position Unknown
THE COMPANY S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 80.00, MINIMUM SALE PRICE: EUR 30.00,
MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10%
OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 1,500,000,000.00;
AUTHORITY EXPIRES ON 18-MONTH PERIOD; IT SUPERSEDES
THE UNUSED FRACTION OF ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON Management For *Management Position Unknown
1 OR MORE CAPITAL INCREASES, INFRANCE OR ABROAD,
BY ISSUANCE, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF COMPANY S
ORDINARY SHARES OR SECURITIES GIVING ACCESS TO
ORDINARY SHARES OF THE COMPANY OR A COMPANY CONTROLLED
BY IT OVER 50%; THE MAXIMAL NOMINAL AMOUNT OF
CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR
150,000,000.00; THE NOMINAL AMOUNT OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00;
AUTHORITY EXPIRES ON 26 MONTH PERIOD; IT SUPERSEDES
THE UNUSED FRACTION OF ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS ALL POWERS IN Management For *Management Position Unknown
ORDER TO DECIDE ON 1 OR MORE CAPITAL INCREASES,
UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 4,000,000,000.00,
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 42 of 116
BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS
OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BYLAW AND UNDER THE BY-LAWS, BY ISSUING
BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING
SHARES, OR BY A COMBINATION OF THESE METHODS;
AUTHORITY EXPIRES ON 26-MONTH PERIOD; IT SUPERSEDES
THE UNUSED FRACTION OF ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON Management For *Management Position Unknown
1 OR MORE CAPITAL INCREASES, INFRANCE OR ABROAD,
BY ISSUANCE, WITH CANCELLATION OF THE SHAREHOLDERS
PREFERRED SUBSCRIPTION RIGHTS, OF COMPANY S
ORDINARY SHARES OR SECURITIES GIVING ACCESS TO
ORDINARY SHARES OF THE COMPANY OR A COMPANY CONTROLLED
BY IT OVER 50%; THE MAXIMAL NOMINAL AMOUNT OF
CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR
150,000,000.00; THE NOMINAL AMOUNT SHALL COUNT
AGAINST THE OVERALL CEILING SET FORTH IN THE
RESOLUTION E.13 THE NOMINAL AMOUNT OF DEBT SECURITIES
ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00;
AUTHORITY EXPIRES ON 26 MONTH PERIOD; IT SUPERSEDES
THE UNUSED FRACTION OF ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.16 APPROVE TO RESOLVE THAT THE BOARD OF DIRECTORS Management For *Management Position Unknown
MAY DECIDE, FOR EACH OF THE ISSUES DECIDED IN
ACCORDANCE WITH THE RESOLUTIONS E.13 AND E.15,
TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED,
AT THE SAME PRICE AS THE INITIAL ISSUE, WITHIN
30 DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD
AND UP TO A MAXIMUM OF 15% OF THE INITIAL ISSUE;
AUTHORITY EXPIRES ON 26-MONTH PERIOD
E.17 AUTHORIZE THE BOARD OF DIRECTORS, FOR EACH OF Management For *Management Position Unknown
THE ISSUES DECIDED IN ACCORDANCE WITH THE RESOLUTION
E.15, FOR A 26-MONTH PERIOD AND WITHIN THE LIMIT
OF 10% OF THE COMPANY S SHARE CAPITAL OVER A
12-MONTH PERIOD; TO SET THE ISSUE PRICE OF THE
CAPITAL SECURITIES AND, OR SECURITIES TO BE ISSUED
, BY WAY OF A PUBLIC OFFERING, IN ACCORDANCE
WITH THE TERMS AND CONDITIONS DETERMINED BY THE
SHAREHOLDERS MEETING; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.18 AUTHORIZE THE BOARD OF DIRECTORS, ON THE BASIS Management For *Management Position Unknown
AND CONDITIONS OF THE RESOLUTION E.15, TO INCREASE
THE SHARE CAPITAL, UP TO 10% OF THE SHARE CAPITAL,
BY WAY OF ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO THE CAPITAL, IN CONSIDERATION
FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE
COMPANY AND COMPRISED OF CAPITAL SECURITIES GIVING
ACCESS TO SHARE CAPITAL; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL CEILING SET FORTH IN THE
RESOLUTION E.13; AUTHORITY EXPIRES ON 26-MONTH
PERIOD; IT SUPERSEDES THE UNUSED FRACTION OF
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE, ON Management For *Management Position Unknown
THE BASIS AND CONDITIONS OF THE RESOLUTION E.15,
ON THE ISSUANCE OF COMPANY S ORDINARY SHARES
OR SECURITIES GIVING ACCESS TO THE COMPANY S
SHARE CAPITAL, IN CONSIDERATION FOR SECURITIES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 43 of 116
TENDERED IN A PUBLIC EXCHANGE OFFER INITIATED
IN FRANCE OR ABROAD BY THE COMPANY CONCERNING
THE SHARES OF ANOTHER COMPANY; THE AMOUNT OF
CAPITAL INCREASES TO BE CARRIED OUT BY VIRTUE
OF THE PRESENT RESOLUTION SHALL COUNT AGAINST
THE OVERALL CEILING SET FORTH IN THE RESOLUTION
E.13; AUTHORITY EXPIRES ON 26-MONTH PERIOD; IT
SUPERSEDES THE UNUSED FRACTION OF ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE, AT Management For *Management Position Unknown
ITS SOLE DISCRETION, ON 1 OR MORE CAPITAL INCREASES,
IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS
OF THE COMPANY AND RELATED COMPANIES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES ON 26-MONTH PERIOD; AND FOR AN AMOUNT
THAT SHALL NOT EXCEED 10% OF THE COMPANY CAPITAL;
THIS AMOUNT SHALL NOT COUNT AGAINST THE OVERALL
CEILING SET FORTH IN THE RESOLUTION E.13, NOR
THE CEILINGS SET FORTH IN THE RESOLUTIONS E.14
AND E.24; IT SUPERSEDES THE UNUSED FRACTION OF
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.21 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE ORDINARY Management For *Management Position Unknown
SHARES OF BOUYGUES CONSEQUENTLY TO THE ISSUE
OF SECURITIES ISSUED BY ANY COMPANY IN WHICH
BOUYGUES HOLDS DIRECTLY OR INDIRECTLY MORE THAN
THE HALF OF THE CAPITAL AND AUTHORIZES THE RESULTING
CAPITAL INCREASES; THESE SECURITES SHALL BE ISSUED
BY THE SUBSIDIARIES AND SHALL GIVE ACCESS TO
ORDINARY SHARES OF THE COMPANY; THEY CAN BE ISSUED
ON 1 OR MORE OCCASIONS, IN FRANCE, ABROAD AND,
OR IN THE INTERNATIONAL MARKET; THE SHAREHOLDERS
MEETING DECIDES TO CANCEL THE SHAREHOLDERS ;
PREFERENTIAL SUBSCRIPTION RIGHTS TO THE SECURITIES
ISSUED BY THE SUBSIDIARIES; THE CEILING OF THE
NOMINAL AMOUNT OF THE CAPITAL INCREASE OF THE
COMPANY, RESULTING FROM ALL THE ISSUANCES CARRIED
OUT ACCORDINGLY TO THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE OVERALL CEILING SET FORTH IN
RESOLUTION E.13; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES ON 26-MONTH PERIOD; IT SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
E.22 AUTHORIZE THE BOARD OF DIRECTORS TO MAKE USE, Management For *Management Position Unknown
IN THE EVENT OF A PUBLIC OFFER CONCERNING THE
COMPANY S SECURITIES, OF THE DELEGATIONS AND
AUTHORIZATIONS GRANTED TO THE BOARD BY THE PRESENT
SHAREHOLDERS MEETING TO INCREASE THE SHARE CAPITAL
ACCORDINGLY TO THE RESOLUTIONS E.13, E.14, E.15,
E.16, E.17, E.18, E.19, E.20, E.21 AND E.24;
AUTHORITY EXPIRES ON 18-MONTH PERIOD
E.23 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For *Management Position Unknown
IN 1 OR MORE ISSUES, IN THE EVENT OF A PUBLIC
OFFER CONCERNING THE COMPANY S SECURITIES, WITH
THE ISSUANCE OF WARRANTS TO SUBSCRIBE TO SHARES
IN THE COMPANY AND TO BE GRANTED FREE OF CHARGE
TO ALL THE SHAREHOLDERS OF THE COMPANY; THE MAXIMUM
NOMINAL AMOUNT OF CAPITAL INCREASE SHALL NOT
EXCEED EUR 400,000,000.00; THIS AMOUNT SHALL
NOT COUNT AGAINST THE GLOBAL CEILING FIXED IN
RESOLUTION E.13; AND TO TAKE ALL NECESSARY MEASURES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 44 of 116
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES ON 18-MONTH PERIOD; IT SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
E.24 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For *Management Position Unknown
FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF BOUYGUES AND RELATED COMPANIES; THEY
MAY NOT REPRESENT MORE THAN 10% OF THE SHARE
CAPITAL; THIS AMOUNT SHALL NOT COUNT AGAINST
THE CEILING FIXED IN THE RESOLUTION E.20, NOR
AGAINST THE OVERALL CEILING SET FORTH IN THE
RESOLUTION E.13; AND TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES ON 38-MONTH PERIOD; IT SUPERSEDES THE
FRACTION UNUSED OF ANY AND ALL EARLIER DELEGATION
TO THE SAME EFFECT
E.25 AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE, ON Management For *Management Position Unknown
1 OR MORE OCCASIONS, AT ITS SOLE DISCRETION,
IN FRANCE OR ABROAD, THE SHARE CAPITAL UP TO
A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000,000.00,
ON THE ISSUANCE OF ANY SECURITIES GIVING RIGHT
TO THE ALLOCATION OF DEBT SECURITIES; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES; AUTHORITY EXPIRES ON 26-MONTH
PERIOD; IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
E.26 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For *Management Position Unknown
SHARE CAPITAL, ON 1 OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, BY CANCELING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH VARIOUS STOCK REPURCHASE PLANS, UP TO A
MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A 24-MONTH
PERIOD; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH AL NECESSARY FORMALITIES; AUTHORITY
EXPIRES ON 18-MONTH PERIOD; IT SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
E.27 AMEND THE ARTICLES 13 COMPOSITION OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS AND 19 OF THE BYLAWS
E.28 GRANT FULL POWERS TO THE BEARER OF AN ORIGINAL, Management For *Management Position Unknown
A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BYLAW
- ------------------------------------------------------------------------------------------------------------------------------------
SYNTHES INC AGM MEETING DATE: 04/26/2007
ISSUER: 87162M409 ISIN: US87162M4096 BLOCKING
SEDOL: B017QZ6, B014635
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* 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. RECEIVE THE REPORT ON THE BUSINESS YEAR 2006 Non-Voting *Management Position Unknown
2. APPROVE PROFESSOR DR. PIETRO RE GAZZONI, UNIVERSITY Management Take No Action *Management Position Unknown
HOSPITAL BASEL AS A GUESTSPEAKER
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 45 of 116
3. APPROVE THE REPORT ON THE FY, THE ANNUAL ACCOUNTS Management Take No Action *Management Position Unknown
AND THE CONSOLIDATED ACCOUNTS FOR 2006
4. RECEIVE THE REPORT ON DIVIDEND APPROVED BY THE Management Take No Action *Management Position Unknown
BOARD OF DIRECTORS
5. AMEND THE CERTIFICATE OF INCORPORATION: NUMBER Management Take No Action *Management Position Unknown
OF DIRECTORS OF THE BOARD
6. ELECT THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
7. RATIFY THE SELECTION OF HOLDING COMPANY AND THE Management Take No Action *Management Position Unknown
GROUP AUDITORS FOR 2007
8. MISCELLANEOUS Non-Voting *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN OGM MEETING DATE: 04/27/2007
ISSUER: D07112119 ISIN: DE0005752000
SEDOL: 0070520, 4084497, B033630, 0085308, 4096588, 5069192, 4084583, 4085661, 4087117, 4106056, 4085304, 4085995, 5069211,
5069459, 5069493, 5073450, 5073461, 5073472, 5074497, 5077894
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting *Management Position Unknown
MEETING IS 06 APR 2007, WHEREAS THE MEETING HAS
BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS
DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS
REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW.
THANK YOU.
2. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For *Management Position Unknown
DIRECTORS
4A. ELECT DR. PAUL ACHLEITNER TO THE SUPERVISORY BOARD Management For *Management Position Unknown
4B. ELECT DR. CLEMENS BOERSIG, FRANKFURT A.M.TO THE Management For *Management Position Unknown
SUPERVISORY BOARD
4C. ELECT PROF. DR.-ING. E.H. HANS-OLAF HENKEL, BERLIN Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4D. ELECT DR. RER. POL. KLAUS KLEINFELD, MUENCHEN Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4E. ELECT DR. RER. NAT HELMUT PANKE, MUENCHEN TO Management For *Management Position Unknown
THE SUPERVISORY BOARD
4F. ELECT DR. RER. POL. MANFRED SCHNEIDER, LEVERKUSEN Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4G ELECT DR.-ING. EKKEHARD D. SCHULZ, DUESSELDORF Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
4H. ELECT DR. KLAUS STURANY, DORTMUND TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4I. ELECT DR.-ING. E.H. JUERGEN WEBER TO THE SUPERVISORY Management For *Management Position Unknown
BOARD
4J. ELECT DR. DR. H.C. ERNST-LUDWIG WINNACKER, BRUESSEL Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
3. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. REVOCATION OF THE EXISTING AUTHORIZED CAPITAL Management For *Management Position Unknown
II, CREATION OF A NEW AUTHORIZED CAPITAL II,
AND THE CORRESPONDING; AMENDMENT TO THE ARTICLES
OF ASSOCIATION; THE EXISTING AUTHORIZED CAPITAL
II SHALL BE REVOKED IN RESPECT OF THE UNUSED
PORTION OF EUR 98,960,000; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY
S SHARE ARE CAPITAL BY UP TO EUR 195,000,000
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 46 of 116
THROUGH THE ISSUE OF NEW BEARER N O-PAR SHARES
AGAINST PAYMENT IN CASH, ON OR BEFORE 26 APR
2012 AUTHORIZED CAPITAL II; SHAREHOLDERS SHALL
BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR A CAPITAL
INCREASE OF UP TO 10% OF THE COMPANY S SHARE
CAPITAL AGAINST PAYMENT IN CASH IF THE NEW SHARES
ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE
MARKET PRICE OF IDENTICAL SHARES
6. RENEWAL OF THE AUTHORIZATION TO ACQUIRE OWN SHARES Management For *Management Position Unknown
THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED
TO ACQUIRE SHARES OF THE COMPANY OF UP TO 10%
OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE O F THE SHARES,
ON OR BEFORE 26 OCT 2008; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE
OR AN OFFER TO ALL SHAREHOLDERS IF T HE SHARES
ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, TO USE THE SHARES IN CONNECTION
WITH MERGERS AND ACQUISITIONS OR WITH IN THE
SCOPE OF THE COMPANY S STOCK OPTION PLANS, AND
TO RETIRE THE SHARES
7. APPROVAL OF THE CONTROL AGREEMENT WITH THE COMPANY Management For *Management Position Unknown
S SUBSIDIARY BAYER SCHERING GMBH
8. APPOINTMENT OF AUDITORS FOR THE 2007 FY: Management For *Management Position Unknown
PRICEWATERHOUSECOOPERS AG, ESSEN
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management For *Management Position Unknown
ANNUAL REPORT FOR THE 2006 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT, AND RESOLUTION
ON THE APPROPRIATE ION OF THE DISTRIBUTABLE PROFIT
OF EUR 764,341,920 AS FOLLOWS: PAYMENT OF A DIVIDEND
OF EUR 1 PER ENTITLED SHARE EX-DIVIDEND AND PAYABLE
30 APR 2007
- ------------------------------------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS AGM MEETING DATE: 04/27/2007
ISSUER: F90676101 ISIN: FR0000131708
SEDOL: B06PC80, 4874160, 4122018
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORTS OF THE BOARD OF DIRECTORS, Management For *Management Position Unknown
AUDITORS, COMPANY S FINANCIAL STATEMENTS FOR
THE YE ON 31 DEC 2006, AS PRESENTED SHOWING NET
INCOME OF EUR 148, 787,659.13
2. AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE THAT Management For *Management Position Unknown
THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS:
INCOME FOR THE FYE ON 31 DEC 2006: EUR 148,787,659.00,
LEGAL RESERVE: EUR 0.00 DISTRIBUTABLE INCOME:
EUR 194,891,722.00, RETAINED EARNINGS: EUR 46,104,063.00,
OTHER RESERVES ACCOUNT: EUR: 284,849,954.00.
ALLOCATION: DIVIDENDS: EUR 337,773,933.00, I.E.
A NET DIVIDEND OF EUR 3.15 PER SHARE DISTRIBUTABLE
INCOME: EUR 194,891,722.00 OTHER RESERVES ACCOUNT:
EUR 142,882,211.00, THE AMOUNT OF WHICH WILL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 47 of 116
BE REDUCED TO EUR 141,967,743.00, AN INTERIM
DIVIDEND OF EUR 0.50 WAS ALREADY PAID ON 21 DEC
2006, THE REMAINING DIVIDEND OF EUR 2.65 WILL
ENTITLE NATURAL PERSONS TO THE 40% ALLOWANCE,
THE BALANCE WILL BE PAID ON 03 MAY 2007, AS REQUIRED
BY LAW
3. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown
FOR THE SAID FYE ON 31 DEC 2006, IN THE FORM
PRESENTED TO THE MEETING
4. APPROVE ON AGREEMENTS GOVERNED BY ARTICLES L. Management For *Management Position Unknown
225-38 ET SEQ OF THE FRENCH COMMERCIAL CODE,
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN
5. APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 375,000.00 Management For *Management Position Unknown
TO THE BOARD OF DIRECTORS, AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES, THE SHAREHOLDERS
MEETING SUPERSEDES OF THE AUTHORIZATION GIVEN
TO THE BOARD OF DIRECTORS BY THE COMBINED SHAREHOLDERS
MEETING OF 28 APR 2006 IN THE RESOLUTION 6
6. APPOINT MR. THIERRY PILENKO AS A DIRECTOR FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
7. APPOINT MR. PASCAL COLOMBANI AS A DIRECTOR, FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
8. APPOINT MR. JOHN C.G. O LEARY AS A DIRECTOR FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
9. APPOINT MRS. GERMAINE GIBARA AS A DIRECTOR, FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
10. APPOINT MR. OLIVIER APPERT AS A DIRECTOR FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
11. APPOINT MR. JACQUES DEYIRMENDJIAN AS A DIRECTOR Management For *Management Position Unknown
FOR A 4-YEAR PERIOD
12. APPOINT MR. JEAN-PIERRE LAMOURE AS A DIRECTOR Management For *Management Position Unknown
FOR A 4-YEAR PERIOD
13. APPOINT MR. DANIEL LEBEGUE AS A DIRECTOR FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
14. APPOINT MR. ROGER M. MILGRIM AS A DIRECTOR FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
15. APPOINT MR. ROLF ERIK ROLFSEN AS A DIRECTOR FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
16. APPOINT MR. BRUNO WEYMULLER AS A DIRECTOR FOR Management For *Management Position Unknown
A 4-YEAR PERIOD
17. APPOINT AS DEPUTY AUDITOR, CABINET AUDITEX FOR Management For *Management Position Unknown
A 3-YEAR PERIOD TO REPLACE MR.CHRISTIAN CHOCHON
AFTER HIS RESIGNATION
18. AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management For *Management Position Unknown
THE COMPANY S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 80.00 MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, THIS AUTHORIZATION
IS GIVEN FOR AN 18-MONTH PERIOD, TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES, THIS AUTHORIZATION SUPERSEDES ANY
AUTHORIZATION TO THE SAME EFFECT AND THE 1 GRANTED
BY THE SHAREHOLDERS MEETING OF 28 APR 2006 IN
ITS RESOLUTION NUMBER 7
19. AMEND: ARTICLE NUMBER 14 OF THE BYLAWS CONCERNING Management For *Management Position Unknown
THE COMPOSITION OF THE BOARD OF DIRECTORS, ARTICLES
NUMBER 16 AND 23 OF THE BYLAWS
23. TO INCREASE AUTHORIZED CAPITAL BY TRANSFER OF Management For *Management Position Unknown
RESERVES. AUTHORIZE AN OPERATION UP TO (EURO)
75 000 000 IN NOMINAL VALUE. THE AUTHORIZATION
IS GRANTED FOR A 26 MONTH PERIOD
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 48 of 116
20. AUTHORIZE THE BOARD OF DIRECTORS THE NECESSARY Management For *Management Position Unknown
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 37,500,000.00, BY ISSUANCE,
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF SHARES AND SECURITIES GIVING ACCESS TO THE
SHARE CAPITAL, THE MAXIMUM NOMINAL AMOUNT OF
DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT
EXCEED EUR 2,500,000,000.00, THIS AUTHORIZATION
IS GRANTED FOR A 26-MONTH PERIOD, THIS AUTHORIZATION
SUPERSEDES THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 29 APR 2005 IN ITS RESOLUTION NUMBER 2
21. AUTHORIZE THE BOARD OF DIRECTORS THE NECESSARY Management For *Management Position Unknown
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 15,000,000.00, BY ISSUANCE,
WITH CANCELLATION OF THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS (WITH THE RIGHT TO A PRIORITY
PERIOD) AND BY WAY OF A PUBLIC OFFERING, OF SECURITIES
GIVING THE RIGHT TO THE ALLOCATION OF DEBTS SECURITIES,
THIS AMOUNT SHALL COUNT AGAINST
22. AUTHORIZE THE BOARD OF DIRECTORS IN CONNECTION Management For *Management Position Unknown
WITH RESOLUTION 20 FOR A 26 MONTHS PERIOD AND
WITHIN THE LIMIT OF 10 PERCENT OF THE COMPANY
S SHARE CAPITAL PER YEAR TO SET THE ISSUE PRICEOF
THE CAPITAL SECURITIES TO BE ISSUED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS DETERMINED BY BY
THE SHAREHOLDERS MEETING
24. TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE SHARE CAPITAL UP TO 10 PERCENT OF ISSUED
CAPITAL FOR FUTURE ACQUISITIONS
25. TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
SHARE CAPITAL ON ONE OR MORE OCCASSIONS AT ITS
SOLE DISCRETION IN FAVOUR OF THE MEMBERS OF A
COMAPNY SAVINGS PLAN
26. TO AUTHORIZE THE BOARD OF DIRECTORS THE NECESSARY Management For *Management Position Unknown
POWERS TO INCREASE CAPITAL ON ONE OR MORE OCCASSIONS
IN FRANCE OR ABROAD BY A MAXIMUM NOMINAL AMOUNT
REPRESENTING 3 PERCENT OF THE SHARE CAPITAL
28. TO APPROVE STOCK OPTION GRANTS Management For *Management Position Unknown
27. TO AUTHORIZE THE BOARD OF DIRECTORS TO GRANT Management For *Management Position Unknown
EXISTING OR FUTURE SHARES IN FAVOUR OF THE EMPLOYEES
OR CORPORATE OFFICERS OF THE COMPANY OR RELATED
COMPANIES
29. FOLLOWING THE READINGOF THE REPORT OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS THE SHAREHOLDERSMEETING DECIDES
THAT THE DELEGATIONS GIVEN TO IT BY THE REOLSUTIONS
20, 21, 22, 23, 24, 25, 26, 27 AND 28 AT THE
PRESENT MEETING SHALL BE USED IN WHOLE OR IN
PART IN ACCORDANCE WITH THE LEGAL PROVISIONS
IN FORCE DURING PERIODS WHEN CASH OR STOCK TENDER
OFFERS ARE IN EFFECT FOR THE COMAPANYS SHARES
FOR AN EIGHTEEN MONTH PERIOD
30. DELEGATION OF POWERS FOR THE COMPLETION OF FORMALITIES Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 49 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
SAIPEM SPA, SAN DONATO MILANESE OGM MEETING DATE: 04/28/2007
ISSUER: T82000117 ISIN: IT0000068525 BLOCKING
SEDOL: B020R51, 4768768, 4765996, 4769103
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
30 APR 2007. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 RECEIVE THE FINANCIAL AND CONSOLIDATED FINANCIAL Management Take No Action *Management Position Unknown
STATEMENTS AT 31 DEC 06, THEBOARD OF DIRECTORS
AND THE BOARD OF AUDITORS REPORTS, THE AUDIT
FIRM REPORT AND APPROVE TO ALLOCATE PROFITS
O.2 APPROVE THE STOCK OPTION PLAN Management Take No Action *Management Position Unknown
O.3 AUTHORIZE THE BOARD OF DIRECTORS IN COMPLIANCE Management Take No Action *Management Position Unknown
WITH THE ARTICLE 2357 OF THE CIVIL CODE TO PURCHASE
MAXIMUM 2.500.000 OWN SHARES DURING A PERIOD
OF 18 MONTHS STARTING FROM THE DATE OF THE MEETING
RESOLUTION
O.4 AUTHORIZE THE BOARD OF DIRECTORS IN COMPLIANCE Management Take No Action *Management Position Unknown
WITH THE ARTICLE 2357 OF THE CIVIL CODE TO DISPOSE
MAXIMUM 2.500.000 OWN SHARES IN FAVOUR OF INCENTIVE
STOCK OPTION PLAN 2007
O.5 APPROVE TO EXTEND THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management Take No Action *Management Position Unknown
AS THE AUDIT FIRMFOR THE FY S 2007-2012
O.6 APPROVE THE INSURANCE POLICY AGAINST MANAGERIAL Management Take No Action *Management Position Unknown
AND PROFESSIONAL RISKS OF THEDIRECTORS AND THE
AUDITORS
E.1 AMEND THE ARTICLES 13, 19, 20, 21, 27 OF THE Management Take No Action *Management Position Unknown
COMPANY S BY-LAW
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANZ SE, MUENCHEN OGM MEETING DATE: 05/02/2007
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 5479531, 7158333, B030T87, 0018490, 5231485, 5242487, 5766749, B1FVBS9, 0048646
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting *Management Position Unknown
DEPENDING ON SOME SUBCUSTODIANSPROCESSING IN
THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 50 of 116
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Non-Voting *Management Position Unknown
STATEMENTS AND THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS AS OF AND FOR THE FYE 31 DEC 2006,
AND OF THE MANAGEMENT REPORTS FOR ALLIANZ SE
AND FOR THE GROUP AS WELL AS THE REPORT OF THE
SUPERVISORY BOARD FOR THE FY 2006
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 OF ALLIANZ AG AND OF THE
MEMBERS OF THE BOARD OF MANAGEMENT OF ALLIANZ
SE
4. APPROVAL OF THE ACTIONS OF THE MEMBERS OF THE Management For *Management Position Unknown
SUPERVISORY BOARD OF ALLIANZ AGAND OF THE MEMBERS
OF THE SUPERVISORY BOARD OF ALLIANZ SE
5.1 ELECT DR. WULF H. BERNOTAT, ESSEN AS A MEMBER Management For *Management Position Unknown
TO THE SUPERVISORY BOARD
5.2 ELECT DR. GERHARD CROMME, ESSEN AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.3 ELECT DR. FRANZ B. HUMER, BASEL AS A MEMBER OF Management For *Management Position Unknown
THE SUPERVISORY BOARD
5.4 ELECT PROF. DR. RENATE KOCHER, KONSTANZ AS A Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD
5.5 ELECT MR. IGOR LANDAU, PARIS, FRANCE AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
6. REMUNERATION OF THE FIRST SUPERVISORY BOARD OF Management For *Management Position Unknown
ALLIANZ SE
5.6 ELECT DR. HENNING SCHULTE-NOELLE, MUNICH AS A Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD
5.7 ELECT DR. JURGEN THAN, HOFHEIM A. TS., AS A SUBSTITUTE Management For *Management Position Unknown
MEMBER FOR THE SHAREHOLDER REPRESENTATIVES OF
THE SUPERVISORY BOARD OF ALLIANZ SE
5.8 ELECT MR. JEAN-JACQUES CETTE, GENTILLY, FRANCE Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORYBOARD
5.9 ELECT MR. CLAUDIA EGGERT-LEHMANN, HAGEN AS A Management For *Management Position Unknown
MEMBER OF THE SUPERVISORY BOARD
7. CONSENT TO THE CONVEYANCE OF INFORMATION TO SHAREHOLDERS Management For *Management Position Unknown
BY REMOTE DATA TRANSMISSION AND CORRESPONDING
AMENDMENT TO THE STATUTES
8. AUTHORIZATION TO ACQUIRE TREASURY SHARES FOR Management For *Management Position Unknown
TRADING PURPOSES
9. AUTHORIZATION TO ACQUIRE AND UTILIZE TREASURY Management For *Management Position Unknown
SHARES FOR OTHER PURPOSES
5.10 ELECT MR. GODFREY ROBERT HAYWARD, ASHFORD, KENT, Management For *Management Position Unknown
UK AS A MEMBER OF THE SUPERVISORY BOARD
5.11 ELECT MR. PETER KOSSUBEK, BAYERBACH AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
5.12 ELECT MR. JORG REINBRECHT, BERLIN AS A MEMBER Management For *Management Position Unknown
OF THE SUPERVISORY BOARD
5.13 ELECT MR. ROLF ZIMMERMANN, FRANKFURT AM MAIN Management For *Management Position Unknown
AS A MEMBER OF THE SUPERVISORY BOARD
5.14 ELECT MR. CLAUDINE LUTZ, STRASBOURG, FRANCE, Management For *Management Position Unknown
EMPLOYEE ASSURANCE GENERALES DE FRANCE S.A.,
FRANCE, AS SUBSTITUTE MEMBER FOR MR. JEAN-JACQUES
CETTE
5.15 ELECT MR. CHRISTIAN HOHN, MUNICH, EMPLOYEE AND Management For *Management Position Unknown
WORKS COUNCIL MEMBER RELEASED OF NORMAL DUTIES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 51 of 116
DRESDNER BANK AG, AS SUBSTITUTE MEMBER FOR MR.
CLAUDIA EGGERT-LEHMANN
5.16 ELECT MR. EVAN HALL, BRISTOL, UNITED KINGDOM, Management For *Management Position Unknown
EMPLOYEE ALLIANZ CORNHILL INSURANCE PLC, UNITED
KINGDOM, AS SUBSTITUTE MEMBER FOR MR. GODFREY
ROBERT HAYWARD
5.17 ELECT MR. MARLENE WENDLER, KARLSRUHE, EMPLOYEE Management For *Management Position Unknown
ALLIANZ PRIVATE KRANKENVERSICHERUNGS-AKTIENGESELLSCHAFT,
AS SUBSTITUTE MEMBER FOR MR. PETER KOSSUBEK
5.18 ELECT MR. FRANK LEHMHAGEN, NEU WULMSTORF, EMPLOYEE Management For *Management Position Unknown
VEREINTE DIENSTLEISTUNGSGEWERKSCHAFT VER.DI,
AS SUBSTITUTE MEMBER FOR MR. JORG REINBRECHT
5.19 ELECT MR. HEINZ KONIG, DOBEL, EMPLOYEE AND WORKS Management For *Management Position Unknown
COUNCIL MEMBER RELEASED OF NORMAL DUTIES ALLIANZ
BERATUNGS-UND VETRIEBS-AG, AS SUBSTITUTE MEMBER
FOR MR. ROLF ZIMMERMANN
- ------------------------------------------------------------------------------------------------------------------------------------
SMITH & NEPHEW PLC AGM MEETING DATE: 05/03/2007
ISSUER: G82343164 ISIN: GB0009223206
SEDOL: 4228499, B032756, B03W767, 0922320
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For *Management Position Unknown
YE 31 DEC 2006 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 2006
3. APPROVE THE 2006 FIRST INTERIM DIVIDEND OF 4.1 Management For *Management Position Unknown
PENCE PER ORDINARY SHARE AND TO CONFIRM THE 2006
SECOND INTERIM DIVIDEND OF 6.71 PENCE PER ORDINARY
SHARE
4. RE-ELECT SIR CHRISTOPHER O DONNELL AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
5. RE-ELECT MR. ADRIAN HENNAH AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
6. RE-ELECT MR. WARREN KNOWLTON AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
7. RE-ELECT MR. RICHARD DE SCHUTTER AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
8. RE-ELECT DR. ROLF STOMBERG AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
9. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY
10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS OF THE COMPANY
11. APPROVE TO RENEW THE DIRECTOR S 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 USD 52,542,311; AUTHORITY EXPIRES THE UNTIL
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2008 OR 02 AUG 2008
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 52 of 116
S.12 AUTHORIZE THE DIRECTORS TO ALLOT SECURITIES Management For *Management Position Unknown
OTHERWISE THAN TO EXISTING SHAREHOLDERS PRO RATA
TO THEIR HOLDINGS GRANTED BY ARTICLE 9.3 OF THE
COMPANY S ARTICLES OF ASSOCIATION AND FOR THE
PURPOSES OF ARTICLE 9 OF THE COMPANY S ARTICLES
OF ASSOCIATION SECTION 89, AMOUNT FOR THIS PERIOD
BE USD 9,427,032; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2008 OR 02 AUG 2008
S.13 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ALL Management For *Management Position Unknown
EXISTING AUTHORITIES AND IN ACCORDANCE WITH SECTION
166 OF THE COMPANIES ACT 1985THE ACT, TO MAKE
MARKET PURCHASES SECTION 1633OF THE ACT OF UP
TO 94,270,325; 10% ISSUED SHARE CAPITAL OF 20P
EACH THE CAPITAL OF THE COMPANY, MORE THAN 105%
ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING
THE DATE OF PURCHASE; AUTHORITY EXPIRES AT THE
CONCLUSION OF THE AGM OF THE COMPANY OR 02 AUG
2008; 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.14 AMEND THE ARTICLES 140.2, 140.3 OF THE ARTICLES Management For *Management Position Unknown
OF ASSOCIATION, AS SPECIFIED
S.15 AMEND THE ARTICLE 108.2 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
AS SPECIFIED, THE DIRECTORS SHALL RESTRICT THE
BORROWINGS OF THE COMPANY AS SPECIFIED, SUCH
EXERCISE THEY CAN SECUREL THAT THE AGGREGATE
AMOUNTS FOR THE TIME BEINGS REMAINING UNDISCHARGED
OF ALL MONEYS BORROWED BY THE GROUP AS SPECIFIED,
EXCEED THE SUM OF USD 6,500,000,000
16. AUTHORIZE THE COMPANY TO USE ELECTRONIC MEANS Management For *Management Position Unknown
TO CONVEY INFORMATION TO HIS SHAREHOLDERS, INCLUDING,
BUT NOT LIMITED TO, SENDING AND SUPPLYING DOCUMENTS
ARE INFORMATION TO HIS SHAREHOLDERS BY MAKING
THEM AVAILABLE ON WEBSITE
- ------------------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC SCBFF.PK AGM MEETING DATE: 05/03/2007
ISSUER: G84228157 ISIN: GB0004082847
SEDOL: B02TBL2, 6558484, 0408284, 7032039
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT FOR THE YE 31 DEC 2006 Management For *Management Position Unknown
2. DECLARE A FINAL DIVIDEND OF 50.21 US CENTS PER Management For *Management Position Unknown
ORDINARY SHARE FOR THE YE 31 DEC 2006
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2006 AS SPECIFIED
4. RE-ELECT SIR CK CHOW AS A NON-EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
5. RE-ELECT MR. J F T DUNDAS AS A NON-EXECUTIVE Management For *Management Position Unknown
DIRECTOR, WHO RETIRES BY ROTATION
6. RE-ELECT MS. R MARKLAND AS A NON-EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
7. RE-ELECT MR. R H MEDDINGS AS A EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 53 of 116
8. RE-ELECT MR. K S NARGOLWALA AS A EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
9. RE-ELECT MR. P D SKINNER AS A NON-EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
10. ELECT MR. LORD ADAIR TURNER, WHO WAS APPOINTED Management For *Management Position Unknown
AS A NON-EXECUTIVE DIRECTOR BYTHE BOARD DURING
THE YEAR
11. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR TO 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, PURSUANT TO THE COMPANIES Management For *Management Position Unknown
ACT 1985, TO ALLOT EQUITY SECURITIES, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS AS DEFINED IN
THE COMPANIES ACT 1985, PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 138,476,606
OF 20% EACH IN THE CAPITAL OF THE COMPANY; B)
IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 230,794,344
AUTHORITY TO APPLY FROM 03 MAY 2007 UNTIL THE
OF THE END OF NEXT YEARS AGM AND 02 AUG 2008;
AND AUTHORIZE THE BOARD TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
14. AUTHORIZE THE BOARD TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
UP TO A TOTAL NOMINAL VALUE OF GBP138,476,606
PURSUANT TO RESOLUTION 13 BE EXTENDED BY THE
ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF
GBP 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 AS SPECIFIED
S.15 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For *Management Position Unknown
RESOLUTION 13 AND PURSUANT TO SECTION 95 OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
BY VIRTUE OF SECTION 94(3A) OF THE COMPANIES
ACT 1985, FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) OF THE COMPANIES
ACT 1985, PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFERS
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 34,619,151
AUTHORITY TO APPLY FROM 03 MAY 2007 UNTIL THE
OF THE END OF NEXT YEARS AGM AND 02 AUG 2008;
AND AUTHORIZE THE BOARD TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 54 of 116
S.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS DEFINED IN THE COMPANIES ACT 1985 OF UP TO
138,476,606 SHARES OF GBP 0.50 EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF GBP 0.50
AND UP TO 5% 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 EARLIER TO
APPLY FROM 03 MAY 2007 UNTIL THE EARLIER OF THE
END OF NEXT YEARS AGM AND 02 AUG 2008; 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, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS DEFINED IN THE COMPANIES ACT 1985 OF UP TO
7,500 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; I) FOR EACH STERLING PREFERENCE
SHARE BEFORE EXPENSES THAN 25% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 10 BUSINESS DAYS;; AND
II) FOR EACH DOLLAR PREFERENCE SHARE BEFORE EXPENSES
THAN 25% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
10 BUSINESS DAYS IMMEDIATELY BEFORE THE DATE
ON WHICH THE COMPANY AGREES TO BUY THE SHARES;
AUTHORITY EXPIRES EARLIER TO APPLY FROM 03 MAY
2007 UNTIL THE EARLIER OF THE END OF NEXT YEAR
S AGM OR 02 AUG 2008; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
18. AUTHORIZE THE 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 RATESS 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 02 AUG 2008; 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
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 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 COMPANY IN THE RELEVANT
PERIOD IN TOTAL EXCEED THE SUM OF GBP 100,000
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 55 of 116
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 OR 02 AUG 2008; 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
20. APPROVE THE WAIVER FROM STRICT COMPLIANCE WITH Management For *Management Position Unknown
THE REPORTING AND ANNUAL REVIEW REQUIREMENTS
OF CHAPTER 14A OF THE HONG KONG LISTING RULES
IN RESPECT ON ONGOING BANKING TRANSACTIONS WITH
ASSOCIATES OF TEMASEK HOLDINGS PRIVATE LIMITED
THAT THE COMPANY HAS NOT BEEN ABLE TO IDENTIFY,
DESPITE HAVING USED ALL REASONABLE EFFORTS TO
IDENTIFY SUCH ASSOCIATES, AS SPECIFIED
21. APPROVE THAT NO MEMBER OF THE GROUP BE REQUIRED Management For *Management Position Unknown
TO ENTER INTO A FIXED-TERM WRITTEN AGREEMENT
WITH TEMASEK HOLDINGS PRIVATE LIMITED OR ANY
OF ITS ASSOCIATES IN ACCORDANCE WITH THE HONG
KONG LISTING RULES IN RELATION TO ANY ONGOING
BANK TRANSACTIONS
22. APPROVE, A) THAT THE ONGOING BANKING TRANSACTIONS, Management For *Management Position Unknown
INCLUDING ANY MARGIN, COLLATERAL AND OTHER SIMILAR
ARRANGEMENTS ENTERED INTO IN CONNECTION WITH
THEM, AS SPECIFIED WHICH WERE OR HAVE BEEN ENTERED
INTO IN THE PERIOD FROM 20 JUL 2006 UNTIL THE
DATE OF THIS RESOLUTION; B) THAT THE TRANSACTIONS
CONTEMPLATED UNDER EACH OF THE ONGOING BANKING
TRANSACTIONS, INCLUDING ANY MARGIN, COLLATERAL
AND OTHER SIMILAR ARRANGEMENTS ENTERED INTO IN
CONNECTION WITH THEM, AND IN THE ABSENCE OF A
MAXIMUM AGGREGATE ANNUAL VALUE, FOR A PERIOD
OF 3 YEARS FROM THE DATE OF THIS RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC AGM MEETING DATE: 05/03/2007
ISSUER: G84228157 ISIN: GB0004082847
SEDOL: B02TBL2, 6558484, 0408284, 7032039
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 371538 DUE TO ADDITION OFA RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. RECEIVE THE ANNUAL REPORT FOR THE YE 31 DEC 2006 Management For *Management Position Unknown
2. DECLARE A FINAL DIVIDEND OF 50.21 US CENTS PER Management For *Management Position Unknown
ORDINARY SHARE FOR THE YE 31 DEC 2006
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2006 AS SPECIFIED
4. RE-ELECT SIR CK CHOW AS A NON-EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
5. RE-ELECT MR. J F T DUNDAS AS A NON-EXECUTIVE Management For *Management Position Unknown
DIRECTOR, WHO RETIRES BY ROTATION
6. RE-ELECT MS. R MARKLAND AS A NON-EXECUTIVE DIRECTOR, Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 56 of 116
WHO RETIRES BY ROTATION
7. RE-ELECT MR. R H MEDDINGS AS A EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
8. RE-ELECT MR. K S NARGOLWALA AS A EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
9. RE-ELECT MR. P D SKINNER AS A NON-EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES BY ROTATION
10. ELECT MR. LORD ADAIR TURNER, WHO WAS APPOINTED Management For *Management Position Unknown
AS A NON-EXECUTIVE DIRECTOR BYTHE BOARD DURING
THE YEAR
12. AUTHORIZE THE BOARD TO SET THE AUDITOR S FEES Management For *Management Position Unknown
11. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR TO THE Management For *Management Position Unknown
COMPANY UNTIL THE END OF NEXTYEAR S AGM
13. AUTHORIZE THE BOARD, PURSUANT TO THE COMPANIES Management For *Management Position Unknown
ACT 1985, TO ALLOT EQUITY SECURITIES, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS AS DEFINED IN
THE COMPANIES ACT 1985, PROVIDED THAT THIS POWER
IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 138,476,606
OF 20% EACH IN THE CAPITAL OF THE COMPANY; B)
IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER
OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 230,794,344
AUTHORITY TO APPLY FROM 03 MAY 2007 UNTIL THE
OF THE END OF NEXT YEARS AGM AND 02 AUG 2008;
AND AUTHORIZE THE BOARD TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
14. AUTHORIZE THE BOARD TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
UP TO A TOTAL NOMINAL VALUE OF GBP138,476,606
PURSUANT TO RESOLUTION 13 BE EXTENDED BY THE
ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF
GBP 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 AS SPECIFIED
S.15 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For *Management Position Unknown
RESOLUTION 13 AND PURSUANT TO SECTION 95 OF THE
COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES
BY VIRTUE OF SECTION 94(3A) OF THE COMPANIES
ACT 1985, FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) OF THE COMPANIES
ACT 1985, PROVIDED THAT THIS POWER IS LIMITED
TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFERS
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 34,619,151
AUTHORITY TO APPLY FROM 03 MAY 2007 UNTIL THE
OF THE END OF NEXT YEARS AGM AND 02 AUG 2008;
AND AUTHORIZE THE BOARD TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS DEFINED IN THE COMPANIES ACT 1985 OF UP TO
138,476,606 SHARES OF GBP 0.50 EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF GBP 0.50
AND UP TO 5% 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 EARLIER TO
APPLY FROM 03 MAY 2007 UNTIL THE EARLIER OF THE
END OF NEXT YEAR S AGM AND 02 AUG 2008; THE COMPANY,
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 57 of 116
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, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
AS DEFINED IN THE COMPANIES ACT 1985 OF UP TO
7,500 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; I) FOR EACH STERLING PREFERENCE
SHARE BEFORE EXPENSES THAN 25% OF THE AVERAGE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 10 BUSINESS DAYS;; AND
II) FOR EACH DOLLAR PREFERENCE SHARE BEFORE EXPENSES
THAN 25% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
10 BUSINESS DAYS IMMEDIATELY BEFORE THE DATE
ON WHICH THE COMPANY AGREES TO BUY THE SHARES;
AUTHORITY EXPIRES EARLIER TO APPLY FROM 03 MAY
2007 UNTIL THE EARLIER OF THE END OF NEXT YEAR
S AGM OR 02 AUG 2008; THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
18. AUTHORIZE THE 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 RATESS 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 02 AUG 2008; 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
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 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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 58 of 116
SHALL NOT WHEN AGGREGATED WITH ANY EU POLITICAL
EXPENDITURE INCURRED BY COMPANY 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 RATE(S) AS THE DIRECTORS OF
THE COMPANY SHALL CONSIDER APPROPRIATE; AUTHORITY
EXPIRES ON THE EARLIER OF THE END OF NEXT YEAR
S AGM OR 02 AUG 2008; 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
20. APPROVE THE WAIVER FROM STRICT COMPLIANCE WITH Management For *Management Position Unknown
THE REPORTING AND ANNUAL REVIEW REQUIREMENTS
OF CHAPTER 14A OF THE HONG KONG LISTING RULES
IN RESPECT ON ONGOING BANKING TRANSACTIONS WITH
ASSOCIATES OF TEMASEK HOLDINGS PRIVATE LIMITED
THAT THE COMPANY HAS NOT BEEN ABLE TO IDENTIFY,
DESPITE HAVING USED ALL REASONABLE EFFORTS TO
IDENTIFY SUCH ASSOCIATES, AS SPECIFIED
21. APPROVE THAT NO MEMBER OF THE GROUP BE REQUIRED Management For *Management Position Unknown
TO ENTER INTO A FIXED-TERM WRITTEN AGREEMENT
WITH TEMASEK HOLDINGS PRIVATE LIMITED OR ANY
OF ITS ASSOCIATES IN ACCORDANCE WITH THE HONG
KONG LISTING RULES IN RELATION TO ANY ONGOING
BANK TRANSACTIONS
22.a APPROVE AND RATIFY THAT THE ONGOING BANKING TRANSACTIONS, Management For *Management Position Unknown
INCLUDING ANY MARGIN, COLLATERAL AND OTHER SIMILAR
ARRANGEMENTS ENTERED INTO IN CONNECTION WITH
THEM, AS SPECIFIED WHICH WERE OR HAVE BEEN ENTERED
INTO IN THE PERIOD FROM 20 JUL 2006 UNTIL THE
DATE OF THIS RESOLUTION
22.b APPROVE THAT THE TRANSACTIONS CONTEMPLATED UNDER Management For *Management Position Unknown
EACH OF THE ONGOING BANKING TRANSACTIONS, INCLUDING
ANY MARGIN, COLLATERAL AND OTHER SIMILAR ARRANGEMENTS
ENTERED INTO IN CONNECTION WITH THEM, AND IN
THE ABSENCE OF A MAXIMUM AGGREGATE ANNUAL VALUE,
FOR A PERIOD OF 3 YEARS FROM THE DATE OF THIS
RESOLUTION
- ------------------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON AGM MEETING DATE: 05/08/2007
ISSUER: G9826T102 ISIN: GB0031411001
SEDOL: B06JJ58, 7320790, B02QZN3, 3141100
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
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 2006
2. DECLARE A FINAL DIVIDEND OF USD 0.30 CENTS PER Management For *Management Position Unknown
ORDINARY SHARE IN RESPECT OF THE YE 31 DEC 2006
3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For *Management Position Unknown
REPORT AS SPECIFIED FOR THE YE 31 DEC 2006
4. RE-ELECT MR. MICK DAVIS AS AN EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN ACCORDANCE WITH ARTICLE 128 OF
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 59 of 116
THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. TREVOR REID AS AN EXECUTIVE DIRECTOR, Management For *Management Position Unknown
WHO RETIRES IN ACCORDANCE WITH ARTICLE 128 OF
THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT SIR STEVE ROBSON 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. DAVID ROUGH AS A NON-EXECUTIVE DIRECTOR, Management For *Management Position Unknown
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 BY ARTICLE
14 OF THE COMPANY S ARTICLES OF ASSOCIATION,
TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO
AN AMOUNT OF USD 161,663,784.50 EQUIVALENT TO
323,327,569 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
AFTER THE PASSING OF THIS RESOLUTION
S.10 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL EXISTING AUTHORITY, PURSUANTBY ARTICLE 15
OF THE COMPANY S ARTICLES OF ASSOCIATION, TO
ALLOT EQUITY SECURITIES, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1) OF THE COMPANIES
ACT 1985, AND THE AMOUNT IS USD 24,249,567.50
EQUIVALENT TO 48,499,135 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 AFTER THE PASSING OF THIS RESOLUTION
S.11 GRANT AUTHORITY, TO SEND OR SUPPLY ANY DOCUMENT Management For *Management Position Unknown
OR INFORMATION THAT IS REQUIRED OR AUTHORIZED
TO BE SENT OR SUPPLIED TO A MEMBER OF ANY OTHER
PERSON BY THE COMPANY BY A PROVISION OF THE COMPANIES
ACT AS DEFINED IN SECTION 2 OF THE COMPANIES
ACT 2006 THE ACT, OR PURSUANT TO THE COMPANY
S ARTICLES OF ASSOCIATION OR TO ANY OTHER RULES
OR REGULATIONS TO WHICH THE COMPANY MAY BE SUBJECT,
BY MAKING IT AVAILABLE ON A WEBSITE, AND THE
PROVISIONS OF THE 2006 ACT WHICH APPLY TO SENDING
OR SUPPLYING A DOCUMENT OR INFORMATION REQUIRED
OR AUTHORIZED TO BE SENT BY THE COMPANIES ACTS
AS DEFINED IN SECTION 2 OF THE 2006 ACT BY MAKING
IT AVAILABLE ON A WEBSITE SHALL, THE NECESSARY
CHANGES HAVING BEEN MADE, ALSO APPLY TO SENDING
OR SUPPLYING ANY DOCUMENT OR INFORMATION REQUIRED
OR AUTHORIZED TO BE SENT BY THE COMPANY S ARTICLES
OF ASSOCIATION OR ANY OTHER RULES OF REGULATIONS
TO WHICH THE COMPANY MAY BE SUBJECT BY MAKING
IT AVAILABLE ON A WEBSITE AND THIS RESOLUTION
SHALL SUPERSEDE ANY PROVISION IN THE COMPANY
S ARTICLES OF ASSOCIATION TO THE EXTENT THAT
IT IS INCONSISTENT WITH THIS RESOLUTION
12. GRANT AUTHORITY, PURSUANT TO SECTION 121(2)(E) Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 60 of 116
OF THE COMPANIES ACT 1985, TO DIMINISH THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY FROM USD 7,554,974,199.00
AND GBP 50,000 TO USD 750,000,000.50 AND GBP
50,000 DIVIDED INTO 1,500,000,000 ORDINARY SHARES
OF USD 0.50 EACH, 50,000 NON-VOTING DEFERRED
SHARES OF GBP 1.00 EACH AND ONE SPECIAL SPECIAL
VOTING SHARE OF USD 0.50, THAT 13,609,948.397
OF THE AUTHORIZED BUT UNISSUED ORDINARY SHARES
OF USD 0.50 EACH IN THE CAPITAL OF THE COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
CRH PLC AGM MEETING DATE: 05/09/2007
ISSUER: G25508105 ISIN: IE0001827041
SEDOL: 5465240, 0182704, B01ZKD6, 4182249
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS AND REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITORS
2. DECLARE A DIVIDEND Management For *Management Position Unknown
3.A RE-ELECT MR. D.M. KENNEDY AS A DIRECTOR Management For *Management Position Unknown
3.B RE-ELECT MR. T.V. NEILL AS A DIRECTOR Management For *Management Position Unknown
3.C RE-ELECT MR. W.I. O MAHONY AS A DIRECTOR Management For *Management Position Unknown
3.D RE-ELECT MR. W.P. EGAN AS A DIRECTOR Management For *Management Position Unknown
3.E RE-ELECT MR. D.N. O CONNOR AS A DIRECTOR Management For *Management Position Unknown
4. APPROVE THE REMUNERATION OF THE AUDITORS Management For *Management Position Unknown
S.5 APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS Management For *Management Position Unknown
S.6 GRANT AUTHORITY TO PURCHASE OWN ORDINARY SHARES Management For *Management Position Unknown
S.7 GRANT AUTHORITY IN RELATION TO RE-ISSUE PRICE Management For *Management Position Unknown
RANGE OF TREASURY SHARES
S.8 AMEND THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
S.9 GRANT AUTHORITY TO RE-ISSUE TREASURY SHARES Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
PROSPERITY REAL ESTATE INVESTMENT TRUST PREUF.PK AGM MEETING DATE: 05/09/2007
ISSUER: Y7084Q109 ISIN: HK0808032913
SEDOL: B0WW4J0, B0PVBN7, B0V0LW7
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS OF PROSPERITY Management For *Management Position Unknown
REIT TOGETHER WITH THEAUDITOR S REPORT FOR THE
YE 31 DEC 2006
2. APPOINT THE AUDITORS OF PROSPERITY REIT AND APPROVE Management For *Management Position Unknown
TO FIX THEIR REMUNERATION
- ------------------------------------------------------------------------------------------------------------------------------------
PROSPERITY REAL ESTATE INVESTMENT TRUST PREUF.PK EGM Meeting Date: 05/09/2007
ISSUER: Y7084Q109 ISIN: HK0808032913
SEDOL: B0WW4J0, B0PVBN7, B0V0LW7
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 61 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 APPROVE THE REVISED ANNUAL MONETARY LIMITS FOR Management For *Management Position Unknown
THE YE 31 DEC 2007 AND 31 DEC 2008 RESPECTIVELY
IN RELATION TO THE PROPERTY MANAGEMENT TRANSACTIONS,
AS SPECIFIED; AND AUTHORIZED THE MANAGER AND
ANY DIRECTOR OF THE MANAGER TO COMPLETE AND DO
OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS
AS THE MANAGER OR ANY DIRECTOR OF THE MANAGER,
AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT OR
NECESSARY OR IN THE INTEREST OF PROSPERITY REIT
S.1 APPROVE, SUBJECT TO THE PASSING OF SPECIAL RESOLUTION Management For *Management Position Unknown
7, PURSUANT TO CLAUSE 26 OF THE TRUST DEED CONSTITUTING
PROSPERITY REIT DATED 29 NOV 2005 AS AMENDED
AND SUPPLEMENTED BY A FIRST SUPPLEMENTAL DEED
DATED 12 DEC 2005 THE TRUST DEED ENTERED INTO
BETWEEN ARA ASSET MANAGEMENT PROSPERITY LIMITED,
AS THE MANAGER OF PROSPERITY REIT THE MANAGER,
AND HSBC INSTITUTIONAL TRUST SERVICES ASIA LIMITED,
AS TRUSTEE OF PROSPERITY REIT THE TRUSTEE, APPROVE
THE CLAUSES 5.2.2 AND 5.2.4 OF THE TRUST DEED
TO BE DELETED IN THEIR ENTIRETY AND REPLACED
WITH THE SPECIFIED TEXT; APPROVE PURSUANT TO
CLAUSE 26 OF THE TRUST DEED, CLAUSE 5.2.5 OF
THE TRUST DEED TO BE DELETED IN ITS ENTIRETY;
AND AUTHORIZE THE MANAGER, ANY DIRECTOR OF THE
MANAGER AND THE TRUSTEE TO COMPLETE AND DO OR
CAUSE TO BE DONE ALL SUCH ACTS AND THINGS INCLUDING
EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED
AS THE MANAGER, SUCH DIRECTOR OF THE MANAGER
OR THE TRUSTEE, AS THE CASE MAY BE, MAY CONSIDER
EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF
PROSPERITY REIT TO GIVE EFFECT TO THE ABOVE AMENDMENTS
IN RELATION TO CLAUSES 5.2.2, 5.2.4 AND 5.2.5
OF THE TRUST DEED
S.2 APPROVE, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For *Management Position Unknown
FOR SCHEDULE 1 TO THE TRUSTDEED TO BE AMENDED
BY INSERTING THE SPECIFIED NEW PARAGRAPH BELOW
IMMEDIATELY AFTER PARAGRAPH 3.7 OF SCHEDULE 1
TO THE TRUST DEED; AND AUTHORIZE THE MANAGER,
ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE TO
COMPLETE AND DO OR CAUSE TO BE DONE ALL SUCH
ACTS AND THINGS INCLUDING EXECUTING ALL SUCH
DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER,
SUCH DIRECTOR OF THE MANAGER OR THE TRUSTEE,
AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT OR
NECESSARY OR IN THE INTERESTS OF PROSPERITY REIT
TO GIVE EFFECT TO THE ABOVE AMENDMENT IN RELATION
TO PARAGRAPH 3.7 OF SCHEDULE 1 TO THE TRUST DEED
S.3 APPROVE, SUBJECT TO THE PASSING OF SPECIAL RESOLUTION Management For *Management Position Unknown
1, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, FOR
CLAUSE 5.1.6 OF THE TRUST DEED TO BE DELETED
IN ITS ENTIRETY AND REPLACED WITH THE SPECIFIED
TEXT; AUTHORIZE THE MANAGER, ANY DIRECTOR OF
THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO
OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS
INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF
THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE,
MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE
INTERESTS OF PROSPERITY REIT TO GIVE EFFECT TO
THE ABOVE AMENDMENT IN RELATION TO CLAUSE 5.1.6
OF THE TRUST DEED
S.4 APPROVE, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 62 of 116
FOR CLAUSE 10.5.6A OF THETRUST DEED TO BE DELETED
IN ITS ENTIRETY AND REPLACED WITH THE SPECIFIED
TEXT; AUTHORIZE THE MANAGER, ANY DIRECTOR OF
THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO
OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS
INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF
THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE,
MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE
INTERESTS OF PROSPERITY REIT TO GIVE EFFECT TO
THE ABOVE AMENDMENT IN RELATION TO CLAUSE 10.5.6A
OF THE TRUST DEED
S.5 APPROVE, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For *Management Position Unknown
FOR CLAUSE 14.1.1 OF THE TRUST DEED TO BE DELETED
IN ITS ENTIRETY AND REPLACED WITH THE SPECIFIED
TEXT; AUTHORIZE THE MANAGER, ANY DIRECTOR OF
THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO
OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS
INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF
THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE,
MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE
INTERESTS OF PROSPERITY REIT TO GIVE EFFECT TO
THE ABOVE AMENDMENT IN RELATION TO CLAUSE 14.1.1
OF THE TRUST DEED
S.6 APPROVE, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For *Management Position Unknown
FOR THE AMENDMENT OF CLAUSE4.5.6 BY ADDING THE
WORDS AND ALL OTHER FEES, COSTS AND EXPENSES
INCLUDING COSTS AND EXPENSES INCURRED IN RESPECT
OF ROADSHOWS, PRESS CONFERENCES, LUNCHEONS, PRESENTATIONS,
AND OTHER PUBLIC RELATIONS-RELATED FEES, COSTS
OR EXPENSES AND FEES FOR PUBLIC RELATIONS CONSULTANTS
AND UNIT/CONVERTIBLE INSTRUMENT ISSUANCE-RELATED
EXPENSES IN CONNECTION WITH ANY OFFERING OR ISSUE
OF UNITS OR CONVERTIBLE INSTRUMENTS AFTER THE
WORDS UNDER CLAUSE 5; PURSUANT TO CLAUSE 26 OF
THE TRUST DEED, FOR CLAUSE 4.5.13 OF THE TRUST
DEED TO BE DELETED IN ITS ENTIRETY AND REPLACED
WITH THE SPECIFIED TEXT: AND AUTHORIZE THE MANAGER,
ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE TO
COMPLETE AND DO OR CAUSE TO BE DONE ALL SUCH
ACTS AND THINGS INCLUDING EXECUTING ALL SUCH
DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER,
SUCH DIRECTOR OF THE MANAGER OR THE TRUSTEE,
AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT OR
NECESSARY OR IN THE INTERESTS OF PROSPERITY REIT
TO GIVE EFFECT TO THE ABOVE AMENDMENTS IN RELATION
TO CLAUSES 4.5.6 AND 4.5.13 OF THE TRUST DEED
S.7 APPROVE, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For *Management Position Unknown
FOR THE DEFINITION OF RECORD DATE IN CLAUSE
1.1 OF THE TRUST DEED TO BE DELETED IN ITS ENTIRETY
AND REPLACED WITH THE SPECIFIED TEXT; PURSUANT
TO CLAUSE 26 OF THE TRUST DEED, FOR CLAUSE 1.1
OF THE TRUST DEED TO BE AMENDED BY INSERTING
THE FOLLOWING DEFINITION OF TRADING DAY IMMEDIATELY
AFTER THE DEFINITION OF TAX ; AND AUTHORIZE
THE MANAGER, ANY DIRECTOR OF THE MANAGER AND
THE TRUSTEE TO COMPLETE AND DO OR CAUSE TO BE
DONE ALL SUCH ACTS AND THINGS INCLUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE
MANAGER, SUCH DIRECTOR OF THE MANAGER OR THE
TRUSTEE, AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF PROSPERITY
REIT TO GIVE EFFECT TO THE ABOVE AMENDMENTS IN
RELATION TO CLAUSE 1.1 OF THE TRUST DEED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 63 of 116
S.8 APPROVE, SUBJECT TO THE PASSING OF SPECIAL RESOLUTION Management For *Management Position Unknown
1, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, FOR
THE DEFINITION OF ADJUSTMENTS IN CLAUSE 11.5.3
OF THE TRUST DEED TO BE DELETED IN ITS ENTIRETY
AND REPLACED WITH THE SPECIFIED TEXT; PURSUANT
TO CLAUSE 26 OF THE TRUST DEED, FOR CLAUSE 25.6
OF THE TRUST DEED TO BE DELETED IN ITS ENTIRETY
AND REPLACED WITH THE SPECIFIED TEXT; PURSUANT
TO CLAUSE 26 OF THE TRUST DEED, FOR PARAGRAPH
2.2 OF SCHEDULE 1 TO THE TRUST DEED TO BE DELETED
IN ITS ENTIRETY AND REPLACED WITH THE SPECIFIED
TEXT; AND AUTHORIZE THE MANAGER, ANY DIRECTOR
OF THE MANAGER AND THE TRUSTEE TO COMPLETE AND
DO OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS
INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY
BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF
THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE,
MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE
INTERESTS OF PROSPERITY REIT TO GIVE EFFECT TO
THE ABOVE AMENDMENTS IN RELATION TO CLAUSES 11.5.3
AND 25.6 OF THE TRUST DEED AND PARAGRAPH 2.2
OF SCHEDULE 1 TO THE TRUST DEED
S.9 APPROVE, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For *Management Position Unknown
OF CLAUSE 3.5 OF THE TRUST DEED BY ADDING OR
BY SUCH OTHER PUBLICATION METHOD AS MAY BE REQUIRED
OR PERMITTED BY THE CODE OR THE SFC FROM TIME
TO TIME AFTER SUCH NOTICE MAY BE GIVEN BY WAY
OF PUBLIC ADVERTISEMENT IN AT LEAST ONE ENGLISH
LANGUAGE NEWSPAPER IN HONG KONG AND ONE CHINESE
LANGUAGE NEWSPAPER IN HONG KONG ; PURSUANT TO
CLAUSE 26 OF THE TRUST DEED, FOR CLAUSE 25.3
OF THE TRUST DEED TO BE DELETED IN ITS ENTIRETY
AND REPLACED WITH THE SPECIFIED TEXT; AND AUTHORIZE
THE MANAGER, ANY DIRECTOR OF THE MANAGER AND
THE TRUSTEE TO COMPLETE AND DO OR CAUSE TO BE
DONE ALL SUCH ACTS AND THINGS INCLUDING EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE
MANAGER, SUCH DIRECTOR OF THE MANAGER OR THE
TRUSTEE, AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT
OR NECESSARY OR IN THE INTERESTS OF PROSPERITY
REIT TO GIVE EFFECT TO THE ABOVE AMENDMENTS IN
RELATION TO CLAUSES 3.5 AND 25.3 OF THE TRUST
DEED
S.10 APPROVE, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For *Management Position Unknown
FOR CLAUSE 11.6.1 OF THE TRUST DEED TO BE AMENDED
BY DELETING THE SENTENCE THE MANAGER SHALL ALSO
ARRANGE FOR THE AUDITORS TO REVIEW AND CHECK
ITS CALCULATION UNDER THIS CLAUSE 11 OF THE DISTRIBUTION
ENTITLEMENT OF EACH HOLDER IN RESPECT OF EACH
DISTRIBUTION PERIOD AND TO ISSUE A CONFIRMATION
LETTER TO THE TRUSTEE AND REPLACING SUCH SENTENCE
WITH THE MANAGER SHALL ALSO ARRANGE FOR THE
AUDITORS TO REVIEW AND CHECK ITS CALCULATION
UNDER THIS CLAUSE 11 OF THE DISTRIBUTION ENTITLEMENT
OF EACH HOLDER IN RESPECT OF EACH DISTRIBUTION
PERIOD AND SHALL ISSUE A CONFIRMATION LETTER
TO THE TRUSTEE ; AND AUTHORIZE THE MANAGER, ANY
DIRECTOR OF THE MANAGER AND THE TRUSTEE TO COMPLETE
AND DO OR CAUSE TO BE DONE ALL SUCH ACTS AND
THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS
AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR
OF THE MANAGER AND THE TRUSTEE, AS THE CASE MAY
BE, MAY CONSIDER EXPEDIENT OR NECESSARY OR IN
THE INTERESTS OF PROSPERITY REIT TO GIVE EFFECT
TO THE ABOVE AMENDMENT IN RELATION TO CLAUSE
11.6.1 OF THE TRUST DEED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 64 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
CHRISTIAN DIOR SA, PARIS MIX MEETING DATE: 05/10/2007
ISSUER: F26334106 ISIN: FR0000130403
SEDOL: 4061393, 4194545, 5690097, B02PS53, 4069030
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 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: VOTING INSTRUCTIONS WILL BE
FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE
BECOME REGISTERED INTERMEDIARIES, ON THE VOTE
DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR
REPRESENTATIVE. 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 AND THE GLOBAL CUSTODIAN ADVISES
OF THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, THERE IS 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 REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2006,
IN THE FORM PRESENTED TO THE MEETING
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS AND APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YEAR 2006, GRANT PERMANENT
DISCHARGE TO THE MEMBERS OF 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 THE ARTICLE L.225-38 OF
THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 65 of 116
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND RESOLVES THAT THE INCOME FOR THE FY IS APPROPRIATED
AS FOLLOWS: INCOME FOR THE FY: EUR 184,249,668.52;
RETAINED EARNINGS: EUR 43,227,088.83; ORDINARY
RESERVES: EUR 28,758,380.33; TOTAL: EUR 256,235,137.68;
ALLOCATED AS FOLLOWS: DIVIDENDS: EUR 256,235,137.68
CORRESPONDING TO A DIVIDEND OF EUR 1.41 PER SHARE;
AND REMINDS THAT AN INTERIM DIVIDEND OF EUR 0.38
WAS ALREADY PAID ON 01 DEC 2006; THE REMAINING
DIVIDEND OF EUR 1.03 WILL BE PAID ON 15 MAY 2007,
AND WILL ENTITLE NATURAL PERSONS TO THE 40% ALLOWANCE;
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 EARNING ACCOUNT; AS REQUIRED BY-LAW
O.5 APPORVE TO RENEW THE APPOINTMENT OF MR. RAYMOND Management Take No Action *Management Position Unknown
WIBAUX AS A DIRECTOR FOR A 3 YEAR PERIOD
O.6 AUTHORIZE THE BOARD OF DIRECTORS, TO BUY BACK Management Take No Action *Management Position Unknown
THE COMPANY S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS AS BELOW: MAXIMUM PURCHASE
PRICE: EUR 130.00; MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 0.5% OF THE SHARE CAPITAL ON 01
JAN 2007, I.E. 908.635 SHARES MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 118,000,000.00; AUTHORITY
EXPIRES AT 18 MONTH PERIOD; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
THE DELEGATION OF POWERS SUPERSEDES THE ONE GIVEN
BY THE COMBINED SHAREHOLDERS MEETING DATED 11
MAY 2006
E.7 AUTHORIZE THE BOARD OF DIRECTORS, TO REDUCE THE Management Take No Action *Management Position Unknown
SHARE CAPITAL, ON 1 OR MORE OCCASION, 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; AUTHORITY EXPIRES AT 18 MONTH
PERIOD; TO TAKE ALL NECESSARY MEASURE AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS DELEGATION OF
POWER SUPERSEDES THE ONE GIVEN BY THE SHAREHOLDERS
MEETING DATED 11 MAY 2006
E.8 AUTHORIZE THE BOARD OF DIRECTORS, IN ORDER TO Management Take No Action *Management Position Unknown
INCREASE THE SHARE CAPITAL IN ONE OR MORE OCCASIONS:
UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 40,000,000.00
BY WAY OF ISSUING, BY WAY OF A PUBLIC OFFERING
AND WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED;
ORDINARY SHARES AND-OR SECURITIES GIVING ACCESS
TO THE CAPITAL OR GIVING RIGHT TO A DEBT SECURITY;
UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 40,000,000.00
BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS,
PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED
BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT
THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE
OF THE PAR VALUE OF THE EXISTING SHARES; AUTHORITY
EXPIRES AT 26 MONTH PERIOD; TO TAKE ALL NECESSARY
MEASURE AND ACCOMPLISH ALL NECESSARY FORMALITIES;
THIS DELEGATION OF POWER SUPERSEDES THE ONE GIVEN
BY THE COMBINED SHAREHOLDERS MEETING DATED 12
MAY 2005
E.9 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management Take No Action *Management Position Unknown
ON ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL TO A MAXIMUM NOMINAL AMOUNT
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 66 of 116
OF EUR 40,000,000.00, BY ISSUANCE, BY WAY OF
PUBLIC OFFERING AND WITH THE SHAREHOLDERS CANCELLATION
PREFERRED SUBSCRIPTION RIGHTS, OF ORDINARY SHARES
AND SECURITIES, GIVING ACCESS TO THE CAPITAL
OR GIVING RIGHT TO A DEBT SECURITY; THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTIONS NUMBERS 8, 10; AUTHORITY EXPIRES
AT 26 MONTH PERIOD; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS
DELEGATION OF POWERS SUPERSEDES THE ONE GIVEN
BY THE COMBINED SHAREHOLDERS METING DATED 12
MAY 2005
E.10 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE SHARES Management Take No Action *Management Position Unknown
OR SECURITIES, GIVING ACCESS TO THE COMPANY S
SHARE CAPITAL OR GIVING RIGHT TO A DEBT SECURITY,
EITHER IN CONSIDERATION FOR SECURITIES TENDERED
IN A PUBLIC EXCHANGE OFFER, OR, UP TO 10% OF
THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION
IN KIND GRANTED TO THE COMPANY AND COMPRISED
OF CAPITAL SECURITIES OR SECURITIES GIVING ACCESS
TO SHARE CAPITAL; AUTHORITY EXPIRES AT 26 MONTH
PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS DELEGATION OF
POWERS SUPERSEDES THE ONE GIVEN BY THE COMBINED
SHAREHOLDERS METING DATED 12 MAY 2005
E.11 APPROVE TO INCREASE THE NUMBER OF SECURITIES Management Take No Action *Management Position Unknown
TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE
ACCORDANCE THE ISSUANCES WHICH SHALL BE DECIDED
IN APPLICATION TO THE CONFERRED DELEGATIONS IN
VIRTUE OF THE RESOLUTIONS NO 8 AND 9
E.12 APPROVE TO RESOLVE TO BRING THE ARTICLE 17 OF Management Take No Action *Management Position Unknown
THE BNP PARIBAS SECURITIES SERVICES
- ------------------------------------------------------------------------------------------------------------------------------------
UNICREDITO ITALIANO SPA, GENOVA AGM MEETING DATE: 05/10/2007
ISSUER: T95132105 ISIN: IT0000064854 BLOCKING
SEDOL: B11RZ56, 4232445, 5179712, B020SH0, 0711670
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
* PLEASE NOTE THAT THE MEETING HELD ON 30 APR 2007 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED AND THAT THE SECOND CONVOCATION
WILL BE HELD ON 10 MAY 2007. RECORD DATE CHANGED
FROM 26 APR TO 07 MAY 2007. PLEASE ALSO NOTE
THE NEW CUTOFF DATE IS 02 MAY 2007. 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 APPROVE THE EXTENSION OF THE APPOINTMENT OF KPMG Management Take No Action *Management Position Unknown
S.P.A. FOR THE ACCOUNTING AUDIT OF THE COMPANY
S FINANCIAL STATEMENT, CONSOLIDATED FINANCIAL
STATEMENT, THE HALF YEAR REPORT AND THE INTERMEDIATE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 67 of 116
CONSOLIDATED FINANCIAL STATEMENT
O.2 RECEIVE THE FINANCIAL STATEMENTS AS AT 31 DEC Management Take No Action *Management Position Unknown
2006, ACCOMPANIED BY REPORTS BY THE DIRECTOR
AND THE AUDITING COMPANY, REPORT BY THE BOARD
OF STATUTORY AUDITORS AND THE CONSOLIDATED FINANCIAL
STATEMENT
O.3 APPROVE THE ALLOCATION OF NET PROFIT FOR THE Management Take No Action *Management Position Unknown
YEAR
O.4 APPROVE THE NUMBER OF THE DIRECTORS Management Take No Action *Management Position Unknown
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO REALLOCATE Management Take No Action *Management Position Unknown
THE REMUNERATION ALREADY RESOLVED ON BY THE SHAREHOLDERS
MEETING IN FAVOR OF THE MEMBERS OF BOTH THE EXECUTIVE
AND THE AUDIT COMMITTEE IN THE EVENT OF A REORGANIZATION
OF THE BOARD COMMITTEES
O.6 APPOINT THE BOARD OF THE STATUTORY AUDITORS, Management Take No Action *Management Position Unknown
OF ITS CHAIRMAN AND THE SUBSTITUTE DIRECTORS
O.7 APPROVE THE REMUNERATION DUE TO THE BOARD OF Management Take No Action *Management Position Unknown
STATUTORY AUDITORS
O.8 APPROVE THE UNICREDIT GROUP LONG TERM INCENTIVE Management Take No Action *Management Position Unknown
PLAN 2007
E.1 AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE A Management Take No Action *Management Position Unknown
CASH CAPITAL INCREASE OF A MAXIMUM NOMINAL VALUE
OF EURO 525,000,000
E.2 AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE, Management Take No Action *Management Position Unknown
TO INCREASE SHARE CAPITAL, WITH THE EXCLUSION
OF SUBSCRIPTION RIGHTS
E.3 AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE TO Management Take No Action *Management Position Unknown
CARRY OUT A FREE CAPITAL INCREASE
E.4 AMEND SOME CLAUSES OF ARTICLES OF ASSOCIATION Management Take No Action *Management Position Unknown
AND INSERTION OF A NEW SECTION XII AND A NEW
CLAUSE 40
- ------------------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG OGM MEETING DATE: 05/11/2007
ISSUER: H83949141 ISIN: CH0012255151 BLOCKING
SEDOL: B1CC9C5, 7184725, B038BH4, B11JJX8
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 68 of 116
1.1 RECEIVE THE 2006 ANNUAL REPORT OF THE BOARD OF Management Take No Action *Management Position Unknown
DIRECTORS
1.2 RECEIVE THE 2006 FINANCIAL STATEMENTS BALANCE Management Take No Action *Management Position Unknown
SHEET, INCOME STATEMENT AND NOTES AND 2006 CONSOLIDATED
FINANCIAL STATEMENTS
1.3 RECEIVE THE STATUTORY AUDITORS REPORT AND THE Management Take No Action *Management Position Unknown
REPORT 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 0.70 PER REGISTERED SHARE AND CHF 3.50
PER BEARER SHARE
4.1 RE-ELECT MS. ESTHER GRETHER AS A DIRECTOR Management Take No Action *Management Position Unknown
4.2 RE-ELECT MS. NAYLA HAYEK AS A DIRECTOR Management Take No Action *Management Position Unknown
4.3 RE-ELECT MR. PETER GROSS AS A DIRECTOR Management Take No Action *Management Position Unknown
4.4 RE-ELECT MR. NICOLAS HAYEK AS A DIRECTOR Management Take No Action *Management Position Unknown
4.5 RE-ELECT MS. CLAUDE NICOLLIER AS A DIRECTOR Management Take No Action *Management Position Unknown
4.6 RE-ELECT MR. JOHANN SCHNEIDER-AMMANN AS A DIRECTOR Management Take No Action *Management Position Unknown
4.7 RE-ELECT MR. ERNST TANNER AS A DIRECTOR Management Take No Action *Management Position Unknown
5. RATIFY PRICEWATERHOUSECOOPERS AG AS THE AUDITORS Management Take No Action *Management Position Unknown
6. APPROVE A REDUCTION IN SHARE CAPITAL OF CHF 3.1 Management Take No Action *Management Position Unknown
MILLION VIA CANCELLATION OF REPURCHASED SHARES
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE MIX MEETING DATE: 05/11/2007
ISSUER: F92124100 ISIN: FR0000120271
SEDOL: B030QX1, B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, 5638279, B128WJ1, B15C5P7, B15C557, B19GK61, 4617462, 5180628, 5836976
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 69 of 116
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
AND THE AUDITORS AND FINANCIAL STATEMENTS FOR
THE YE 31 DEC 2006
2. APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FINANCIAL YEAR IN THE
FORM PRESENTED TO THE MEETING
3. APPROVE THE PROFITS OF: EUR 5,252,106,435.07, Management Take No Action *Management Position Unknown
THE AVAILABLE RETAINED EARNINGS BEING OF EUR
1,671,090,939.73, THE INCOME ALLOCATED IS : EUR
6,923,197,374.80; APPROVE THE INCOME FOR THE
FY BE APPROPRIATED AS: DIVIDENDS: EUR 4,503,181,072.11,
RETAINED EARNING: EUR 2,420,016,302.69, DIVIDEND
PER SHARE TO BE PAID: EUR 1.87; THE REMAINING
DIVIDEND OF EUR 1.00 WILL BE PAID ON 18 MAY 2007,
THE INTERIM AND REMAINING DIVIDENDS ENTITLE NATURAL
PERSONS LIVING IN FRANCE TO THE 40%
4. APPROVE THE SAID REPORTS AND THE AGREEMENTS REFERRED Management Take No Action *Management Position Unknown
THEREIN, AFTER HEARING THE SPECIAL REPORT OF
THE AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE
L. 225-38 OF THE FRENCH COMMERCIAL CODE
5. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management Take No Action *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED; MAXIMUM PURCHASE
PRICE: EUR 75.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 81,376,088
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 6,103,206,600.00; AUTHORIZATION IS GIVEN
FOR AN 18 MONTHS PERIOD, IT SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE COMBINED
SHAREHOLDER MEETING OF 12 MAY 2006 IN ITS RESOLUTION
NO. 6, THE SHAREHOLDERS MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 70 of 116
11. APPOINT MR. MOHAMED ZAKI AS A DIRECTOR FOR A Management Take No Action *Management Position Unknown
3-YEAR PERIOD
6. APPROVE TO RENEW THE APPOINTMENT OF MR. THIERRY Management Take No Action *Management Position Unknown
DESMAREST AS A DIRECTOR FOR A 3-YEAR PERIOD
7. APPROVE TO RENEW THE APPOINTMENT OF MR. THIERRY Management Take No Action *Management Position Unknown
DERUDDER AS A DIRECTOR FOR A 3-YEAR PERIOD
8. APPROVE TO RENEW THE APPOINTMENT OF MR. SERGE Management Take No Action *Management Position Unknown
TCHURUK AS A DIRECTOR FOR A 3-YEAR PERIOD
9. APPROVE TO RENEW THE APPOINTMENT OF MR. DANIEL Management Take No Action *Management Position Unknown
BOEUF REPRESENTING THE SHAREHOLDERS EMPLOYEES,
AS A DIRECTOR FOR A 3-YEAR PERIOD
10. APPOINT MR. PHILIPPE MARCHANDISE REPRESENTING Management Take No Action *Management Position Unknown
THE SHAREHOLDERS EMPLOYEES, AS A DIRECTOR FOR
A 3-YEAR PERIOD
12. APPROVE TO RESOLVE THE AWARD TOTAL ANNUAL FEES Management Take No Action *Management Position Unknown
OF FOR EUR 1,100,000.00 TO THE DIRECTORS
13. AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management Take No Action *Management Position Unknown
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 4,000,000,000.00 BY ISSUANCE
WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED, THE COMPANY AS WELL AS ANY
SECURITIES GIVING ACCESS BY ALL MEANS TO ORDINARY
SHARES IN THE COMPANY; THE MAXIMUM NOMINAL AMOUNT
OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 10,000,000,000.00; AUTHORITY IS
VALID FOR A 26 MONTH PERIOD; TO CHARGE THE SHARE
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND
DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY
TO RAISE THE LEGAL RESERVE TO 1-10TH OF THE NEW
CAPITAL AFTER EACH ISSUE
14. AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management Take No Action *Management Position Unknown
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 1,800,000,000.00 BY ISSUANCE
WITH CANCELLATION THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS, OF ORDINARY SHARES THE COMPANY
AS WELL AS ANY SECURITIES GIVING ACCESS BY ALL
MEANS TO ORDINARY SHARES OF THE COMPANY; THE
MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH
MAY BE ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00;
THE TOTAL NOMINAL AMOUNT OF THE CAPITAL INCREASES
SO CARRIED OUT SHALL COUNT AGAINST THE CEILING
OF EUR 1,800,000,000.00; AUTHORITY IS VALID FOR
A 26 MONTH PERIOD; TO CHARGE THE SHARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE
THE LEGAL RESERVE TO 1-10TH OF THE NEW CAPITAL
AFTER EACH ISSUE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 71 of 116
15. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
THE SHARE CAPITAL ON 1 OR MORE OCCASIONS IN FAVOUR
OF EMPLOYEES OF THE COMPANY AND ITS RELATED FRENCH
COMPANIES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; THIS DELEGATION IS GIVEN FOR A 26 MONTH
PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED 1.5% OF THE SHARE CAPITAL
16. AUTHORIZE THE BOARD OF DIRECTORS ALL POWERS TO Management Take No Action *Management Position Unknown
GRANT IN 1 OR MORE TRANSACTIONS, TO EMPLOYEES
AND CORPORATE OFFICES OF TOTAL SA AND COMPANIES
IN WHICH TOTAL SA HOLDS AT LEAST 10% OF THE CAPITAL
OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIBE
FOR A NEW SHARES IN THE COMPANY TO BE ISSUED
THROUGH A SHARE CAPITAL INCREASE; IT BEING PROVIDED
THAT THE OPTIONS SHALL NOT GIVE RIGHT TO A TOTAL
NUMBER OF SHARES WHICH SHALL EXCEED 1.5% OF THE
CAPITAL; AUTHORITY IS VALID FOR A 38 MONTH PERIOD
IT SUPERSEDES THE AMOUNT UNUSED OF THE COMBINED
SHAREHOLDERS MEETING OF 14 MAY 2004 IN ITS RESOLUTION
NO.19
17. AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management Take No Action *Management Position Unknown
SHARE CAPITAL, ON 1 OR MORE OCCASIONS, 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 MONTHS PERIOD; THIS AUTHORITY SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 07 MAY 2002 IN
ITS RESOLUTION NO.13 IT IS GIVEN UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS ENDED ON 31 DEC 2011
18. AMEND THE ARTICLE 13 OF THE BYLAWS, CONCERNING Management Take No Action *Management Position Unknown
THE MEANS WHICH MAY BE USED TO ATTEND THE BOARD
OF DIRECTORS MEETING
19. AMEND THE ARTICLE 17-2 OF THE BYLAWS AS SPECIFIED Management Take No Action *Management Position Unknown
20. AMEND THE ARTICLE 17-2 OF THE BY-LAWS AS SPECIFIED Management Take No Action *Management Position Unknown
* AGENDA: Non-Voting *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE MIX MEETING DATE: 05/11/2007
ISSUER: F92124100 ISIN: FR0000120271
SEDOL: B030QX1, B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, 5638279, B128WJ1, B15C5P7, B15C557, B19GK61, 4617462, 5180628, 5836976
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
4. APPROVE 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 SAID REPORTS
AND THE AGREEMENTS REFERRED THEREIN
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 72 of 116
5. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management Take No Action *Management Position Unknown
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED; MAXIMUM PURCHASE
PRICE: EUR 75.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10% OF THE SHARE CAPITAL, I.E. 81,376,088
SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 6,103,206,600.00; AUTHORIZATION IS GIVEN
FOR AN 18 MONTHS PERIOD, IT SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE COMBINED
SHAREHOLDER MEETING OF 12 MAY 2006 IN ITS RESOLUTION
NO. 6, THE SHAREHOLDERS MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
6. APPROVE TO RENEW THE APPOINTMENT OF MR. THIERRY Management Take No Action *Management Position Unknown
DESMAREST AS A DIRECTOR FOR A3-YEAR PERIOD
7. APPROVE TO RENEW THE APPOINTMENT OF MR. THIERRY Management Take No Action *Management Position Unknown
DERUDDER AS A DIRECTOR FOR A 3-YEAR PERIOD
8. APPROVE TO RENEW THE APPOINTMENT OF MR. SERGE Management Take No Action *Management Position Unknown
TCHURUK AS A DIRECTOR FOR A 3-YEAR PERIOD
9. APPROVE TO RENEW THE APPOINTMENT OF MR. DANIEL Management Take No Action *Management Position Unknown
BOEUF REPRESENTING THE SHAREHOLDERS EMPLOYEES,
AS A DIRECTOR FOR A 3-YEAR PERIOD
10. APPOINT MR. PHILIPPE MARCHANDISE AS A DIRECTOR, Management Take No Action *Management Position Unknown
REPRESENTING THE SHAREHOLDERSEMPLOYEES, FOR A
3-YEAR PERIOD
11. APPOINT MR. MOHAMED ZAKI AS A DIRECTOR FOR A Management Take No Action *Management Position Unknown
3-YEAR PERIOD
19. AMEND THE ARTICLE 17-2 OF THE BYLAWS AS SPECIFIED Management Take No Action *Management Position Unknown
12. APPROVE TO AWARD TOTAL ANNUAL FEES OF FOR EUR Management Take No Action *Management Position Unknown
1,100,000.00 TO THE DIRECTORS
* FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown
AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB
CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD,
ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING
APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS:
VOTING INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON THE VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT YOUR REPRESENTATIVE.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 365423 DUE TO ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 73 of 116
THIS MEETING NOTICE. THANK YOU.
1. APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS AND FINANCIAL STATEMENTS FOR
THE YE 31 DEC 2006
2. APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
AND THE AUDITORS AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FINANCIAL YEAR IN THE
FORM PRESENTED TO THE MEETING
3. APPROVE THE PROFITS OF: EUR 5,252,106,435.07, Management Take No Action *Management Position Unknown
THE AVAILABLE RETAINED EARNINGSBEING OF EUR 1,671,090,939.73,
THE INCOME ALLOCATED IS : EUR 6,923,197,374.80;
APPROVE THE INCOME FOR THE FY BE APPROPRIATED
AS: DIVIDENDS: EUR 4,503,181,072.11, RETAINED
EARNING: EUR 2,420,016,302.69, DIVIDEND PER SHARE
TO BE PAID: EUR 1.87; THE REMAINING DIVIDEND
OF EUR 1.00 WILL BE PAID ON 18 MAY 2007, THE
INTERIM AND REMAINING DIVIDENDS ENTITLE NATURAL
PERSONS LIVING IN FRANCE TO THE 40%
13. AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management Take No Action *Management Position Unknown
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 4,000,000,000.00 BY ISSUANCE
WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED, THE COMPANY AS WELL AS ANY
SECURITIES GIVING ACCESS BY ALL MEANS TO ORDINARY
SHARES IN THE COMPANY; THE MAXIMUM NOMINAL AMOUNT
OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL
NOT EXCEED EUR 10,000,000,000.00; AUTHORITY IS
VALID FOR A 26 MONTH PERIOD; TO CHARGE THE SHARE
ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND
DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY
TO RAISE THE LEGAL RESERVE TO 1-10TH OF THE NEW
CAPITAL AFTER EACH ISSUE
14. AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management Take No Action *Management Position Unknown
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 1,800,000,000.00 BY ISSUANCE
WITH CANCELLATION THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS, OF ORDINARY SHARES THE COMPANY
AS WELL AS ANY SECURITIES GIVING ACCESS BY ALL
MEANS TO ORDINARY SHARES OF THE COMPANY; THE
MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH
MAY BE ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00;
THE TOTAL NOMINAL AMOUNT OF THE CAPITAL INCREASES
SO CARRIED OUT SHALL COUNT AGAINST THE CEILING
OF EUR 1,800,000,000.00; AUTHORITY IS VALID FOR
A 26 MONTH PERIOD; TO CHARGE THE SHARE ISSUANCE
COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT
FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE
THE LEGAL RESERVE TO 1-10TH OF THE NEW CAPITAL
AFTER EACH ISSUE
15. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
THE SHARE CAPITAL ON 1 OR MORE OCCASIONS IN FAVOR
OF EMPLOYEES OF THE COMPANY AND ITS RELATED FRENCH
COMPANIES WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; THIS DELEGATION IS GIVEN FOR A 26 MONTH
PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 74 of 116
EXCEED 1.5% OF THE SHARE CAPITAL
16. AUTHORIZE THE BOARD OF DIRECTORS ALL POWERS TO Management Take No Action *Management Position Unknown
GRANT IN 1 OR MORE TRANSACTIONS, TO EMPLOYEES
AND CORPORATE OFFICES OF TOTAL SA AND COMPANIES
IN WHICH TOTAL SA HOLDS AT LEAST 10% OF THE CAPITAL
OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIBE
FOR A NEW SHARES IN THE COMPANY TO BE ISSUED
THROUGH A SHARE CAPITAL INCREASE; IT BEING PROVIDED
THAT THE OPTIONS SHALL NOT GIVE RIGHT TO A TOTAL
NUMBER OF SHARES WHICH SHALL EXCEED 1.5% OF THE
CAPITAL; AUTHORITY IS VALID FOR A 38 MONTH PERIOD
IT SUPERSEDES THE AMOUNT UNUSED OF THE COMBINED
SHAREHOLDERS MEETING OF 14 MAY 2004 IN ITS RESOLUTION
NO.19
17. AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management Take No Action *Management Position Unknown
SHARE CAPITAL, ON 1 OR MORE OCCASIONS, 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 MONTHS PERIOD; THIS AUTHORITY SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 07 MAY 2002 IN
ITS RESOLUTION NO.13 IT IS GIVEN UNTIL THE GENERAL
MEETING WHICH WILL DELIBERATE UPON THE ANNUAL
FINANCIAL STATEMENTS ENDED ON 31 DEC 2011
18. AMEND THE ARTICLE 13 OF THE BYLAWS, CONCERNING Management Take No Action *Management Position Unknown
THE MEANS WHICH MAY BE USED TOATTEND THE BOARD
OF DIRECTORS MEETING
20. AMEND THE ARTICLE 17-2 OF THE BY-LAWS AS SPECIFIED Management Take No Action *Management Position Unknown
A. APPROVE TO MODIFY THE PROCEDURE TO DESIGNATE Management Take No Action *Management Position Unknown
A DIRECTOR WHO IS AN EMPLOYEE AND WHO REPRESENTS
THE SHAREHOLDERS EMPLOYEES IN ORDER THAT THE
CANDIDATES SUBJECT TO THE APPROVAL OF THE SHAREHOLDERS
MEETING ARE BETTER REPRESENTED
B. APPROVE TO ALLOW FREE ALLOCATION OF THE SHARES Management Take No Action *Management Position Unknown
TO THE WORLDWIDE GROUP S EMPLOYEES IN CONNECTION
WITH THE NEW PROVISION OF ARTICLE L. 443-6 OF
THE LABOUR CODE
C. APPROVE TO REPEAL THE VOTING LIMITATION EXISTING Management Take No Action *Management Position Unknown
IN THE BYLAWS OF TOTAL SA
- ------------------------------------------------------------------------------------------------------------------------------------
NEXT PLC, LEICESTER AGM MEETING DATE: 05/16/2007
ISSUER: G6500M106 ISIN: GB0032089863
SEDOL: B02SZZ1, 3208986, B1BQJ39
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS AND THE REPORTS Management For *Management Position Unknown
OF THE DIRECTORS AND THE AUDITORS FOR THE PERIOD
ENDED 27 JAN 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 75 of 116
2. APPROVE THE REMUNERATION REPORT FOR THE PERIOD Management For *Management Position Unknown
ENDED 27 JAN 2007
3. DECLARE A FINAL DIVIDEND OF 33.5P PER SHARE IN Management For *Management Position Unknown
RESPECT OF THE PERIOD ENDED 27JAN 2007
4. RE-ELECT MR. DAVID KEENS AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown
BY ROTATION ACCORDING TO ARTICLE 91
5. RE-ELECT MR. NICK BROOKES AS A DIRECTOR, WHO Management For *Management Position Unknown
RETIRES BY ROTATION ACCORDING TOARTICLE 91
6. RE-ELECT MR. DEREK NETHERTON AS A DIRECTOR Management For *Management Position Unknown
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 NEXT RISK/REWARD INVESTMENT PLAN Management For *Management Position Unknown
THE PLAN, AS SPECIFIED, AUTHORIZE THE DIRECTORS
TO TAKE ANY ACTION THEY CONSIDER NECESSARY TO
IMPLEMENT THE PLAN; AUTHORITY EXPIRES AT THE
DATE OF THE COMPANY S AGM IN 2008
9. AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT,
TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 7,400,000;
AUTHORITY EXPIRES AT THE DATE OF THE COMPANY
S AGM IN 2008; AND THE COMPANY MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY; AND ALL PREVIOUS AUTHORITIES
TO ALLOT SECURITIES CONFERRED BY RESOLUTION OF
THE COMPANY PURSUANT TO SECTION 80 OF THE ACT
OR OTHERWISE BE REVOKED TO EXTEND THAT THEY HAVE
NOT BEEN PREVIOUSLY UTILIZED
S.10 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 9 SPECIFIED
IN THE NOTICE OF THIS MEETING FOR CASH AND SELL
RELEVANT SHARES SECTION 94 OF THE ACT HELD BY
THE COMPANY AS TREASURY SHARES 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 1,100,00
BEING LESS THAN 5% OF THE ISSUED ORDINARY SHARE
CAPITAL OUTSTANDING AT 20 MAR 2007; AUTHORITY
EXPIRES AT THE DATE OF THE COMPANY S AGM IN 2008;
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.11 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 1985, TO
MAKE MARKET PURCHASES SECTION 163 OF THE ACT
OF UP TO 34,000,000 ORDINARY SHARES OF 10P EACH
OR NO MORE THAN 15% OF THE ISSUED ORDINARY SHARE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 76 of 116
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.12, 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 2008; 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.12 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 AND BARCLAYS BANK PLC
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 2008; 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.13 AMEND ARTICLE 101 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
OF THE COMPANY AS SPECIFIED
S.14 AMEND, BY DELETING ARTICLES 49, 130, 131 AND Management For *Management Position Unknown
136 AND REPLACE THEM WITH NEW ARTICLES AS SPECIFIED;
BY MAKING CONSEQUENTIAL CHANGES TO ARTICLES 1,
41, 72, 73, 73, 76, 100 AND 133 AS SPECIFIED,
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
15. AUTHORIZE THE COMPANY TO SEND ALL DOCUMENTS, Management For *Management Position Unknown
NOTICES AND INFORMATION BY ELECTRONIC MEANS AS
SPECIFIED INCLUDING BY MEANS OF A WEBSITE AND
IN ALL ELECTRONIC FORMS
- ------------------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD AGM MEETING DATE: 05/17/2007
ISSUER: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, 6191458, B01XX20, B16PML0, 6190273
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS, Management For *Management Position Unknown
THE REPORT OF THE DIRECTORS AND THE INDEPENDENT
AUDITOR S REPORT FOR THE YE 31 DEC 2006
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown
3.1 ELECT MR. IP TAK CHUEN, EDMOND AS A DIRECTOR Management For *Management Position Unknown
3.2 ELECT MS. WOO CHIA CHING, GRACE AS A DIRECTOR Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 77 of 116
3.3 ELECT MR. CHIU KWOK HUNG, JUSTIN AS A DIRECTOR Management For *Management Position Unknown
3.4 ELECT MR. CHOW KUN CHEE, ROLAND AS A DIRECTOR Management For *Management Position Unknown
3.5 ELECT MR. YEH YUAN CHANG, ANTHONY AS A DIRECTOR Management For *Management Position Unknown
3.6 ELECT MR. CHOW NIN MOW, ALBERT AS A DIRECTOR Management For *Management Position Unknown
3.7 ELECT DR. WONG YICK-MING, ROSANNA AS A DIRECTOR Management For *Management Position Unknown
3.8 ELECT MR. KWAN CHIU YIN, ROBERT 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
OF ADDITIONAL SHARES NOT EXCEEDING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THIS RESOLUTION UNTIL THE NEXT
AGM RELEVANT PERIOD, 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, SUBJECT TO THIS RESOLUTION, Management For *Management Position Unknown
DURING THE RELEVANT PERIOD AS SPECIFIED 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 PURSUANT TO THE APPROVAL IN THIS
RESOLUTION SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
IN ISSUE AT THE DATE OF THIS RESOLUTION, AND
THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY;
AUTHORITY EXPIRES AT 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 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For *Management Position Unknown
OF ADDITIONAL SHARES PURSUANT TORESOLUTION 5.1
AS SPECIFIED BE EXTENDED 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 AS SPECIFIED, PROVIDED THAT
SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE
NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY AT THE DATE OF THE SAID RESOLUTION
S.6 AMEND BY DELETING THE EXISTING ARTICLE 94 IN Management For *Management Position Unknown
ITS ENTIRETY AND SUBSTITUTING WITH THE NEW ARTICLE
OF THE COMPANY S ARTICLES OF ASSOCIATION, AS
SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
LADBROKES PLC AGM MEETING DATE: 05/18/2007
ISSUER: G5337D107 ISIN: GB00B0ZSH635
SEDOL: B1321T5, B100LK3, B0ZSH63
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 78 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS AND Management For *Management Position Unknown
STATUTORY REPORTS
2. APPROVE A FINAL DIVIDEND OF 8.60P PER ORDINARY Management For *Management Position Unknown
SHARE
3. RE-ELECT MR. CHRISTOPHER RODRIGUES AS A DIRECTOR Management For *Management Position Unknown
4. ELECT MR. JOHN JARVIS AS A DIRECTOR Management For *Management Position Unknown
5. ELECT MR. HENRY STAUNTON AS A DIRECTOR Management For *Management Position Unknown
6. ELECT MR. BRIAN WALLACE AS A DIRECTOR Management For *Management Position Unknown
7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For *Management Position Unknown
AND AUTHORIZE THE BOARD TO DETERMINE THEIR REMUNERATION
8. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown
9. AUTHORIZE THE COMPANY TO MAKE EU POLITICAL DONATIONS Management For *Management Position Unknown
AND TO INCUR EU POLITICAL EXPENDITURES UP TO
GBP 10,000 AND AUTHORIZE LADBROKES BETTING GAMING
LTD TO MAKE EU POLITICAL DONATIONS AND TO INCUR
EU POLITICAL EXPENDITURES UP TO GBP 15,000
10. AUTHORIZE THE DIRECTORS TO ISSUE EQUITY OR EQUITY-LINKED Management For *Management Position Unknown
SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 58,794,737
S.11 GRANT AUTHORITY TO ISSUE EQUITY OR EQUITY-LINKED Management For *Management Position Unknown
SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 8, 893,958 AND UP TO AGGREGATE
NOMINAL AMOUNT OF GBP 58,794,737 IN CONNECTION
WITH A RIGHTS ISSUE
S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASE Management For *Management Position Unknown
OF 62,780,884 ORDINARY SHARES
S.13 AMEND THE ARTICLES OF ASSOCIATION REGARDING ELECTRONIC Management For *Management Position Unknown
COMMUNICATIONS
14. AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management For *Management Position Unknown
OF RESOLUTION 13, TO USE ELECTRONIC MEANS TO
CONVEY INFORMATION TO SHAREHOLDERS
15. APPROVE THE LADBROKES PLC PERFORMANCE SHARE PLAN Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE GSK AGM MEETING DATE: 05/23/2007
ISSUER: G3910J112 ISIN: GB0009252882
SEDOL: B01DHS4, 4907657, 0925288
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2006
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown
DEC 2006
3. ELECT DR. DANIEL PODOLSKY AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4. ELECT DR. STEPHANIE BURNS AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
5. RE- ELECT MR. JULIAN HESLOP AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
6. RE-ELECT SIR. DERYCK MAUGHAN 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. RE-ELECT SIR. ROBERT WILSON AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 79 of 116
9. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT Management For *Management Position Unknown
PRICEWATERHOUSECOOPERS LLP AS THEAUDITORS
TO THE COMPANY UNTIL THE END OF THE NEXT MEETING
AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown
REMUNERATION OF THE AUDITORS
11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown
OF THE COMPANIES ACT 1985 THEACT, 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 2008 OR
22 NOV 2008
S.15 AMEND ARTICLE 2 AND 142 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
12. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown
ALL SUBSTITUTING AUTHORITIES, TOALLOT RELEVANT
SECURITIES SECTION 80 OF THE ACT UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 479,400,814; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
COMPANY S AGM TO BE HELD IN 2008 OR 22 NOV 2008;
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.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For *Management Position Unknown
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE ACT, TO ALLOT
EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS
BY RESOLUTION 12 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 71,910,122;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY TO BE HELD IN
2008 OR ON 22 NOV 2008; AND THE DIRECTORS TO
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown
166 OF THE ACT, TO MAKE MARKET PURCHASES SECTION
163 OF THE ACT OF UP TO 575,280,977 ORDINARY
SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P
AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS AND THE HIGHER OF THE PRICE OF
THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT
INDEPENDENT BID ON THE LONDON STOCK EXCHANGE
OFFICIAL LIST AT THE TIME THE PURCHASE IS CARRIED
OUT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY TO BE HELD IN
2008 OR ON 22 NOV 2008; 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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 80 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC CSG AGM MEETING DATE: 05/24/2007
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: 0610700, 6149703, B02S7G6, 5659883
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS FOR THE YE 31 Management For *Management Position Unknown
DEC 2006 AND RECEIVE THE REPORTS OF THE DIRECTORS
AND THE AUDITORS
2. DECLARE THE RECOMMENDED FINAL DIVIDEND OF 9.9 Management For *Management Position Unknown
PENCE PER ORDINARY SHARE PAYABLE ON 25 MAY 2007
TO THE ORDINARY SHARES REGISTERED AT THE CLOSE
OF BUSINESS ON 27 APR 2007
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown
IN THE ANNUAL REPORT ANDACCOUNTS
4. RE-APPOINT SIR. JOHN SUNDERLAND AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY, WHO RETIRES BY ROTATION
6. RE-APPOINT MR. DAVID THOMPSON AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY, WHO RETIRES BY ROTATION
7. RE-APPOINT MR. SANJIV AHUJA AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
8. RE-APPOINT MR. RAYMOND VIAULT AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
11. AMEND THE RULES OF THE CADBURY SCHWEPPES LONG Management For *Management Position Unknown
TERM INCENTIVE PLAN 2004, THE CADBURY SCHWEPPES
SHARE OPTION PLAN 2004 AND THE CADBURY SCHWEPPES
NEW ISSUE SHARE OPTION PLAN 2004 AS SPECIFIED
AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH THINGS
AS MAY BE NECESSARY TO CARRY THE SAME INTO EFFECT
12. AUTHORIZE THE COMPANY, TO SERVE ANY NOTICE OR Management For *Management Position Unknown
SEND OR SUPPLY ANY OTHER DOCUMENT OR INFORMATION
TO A MEMBER WHERE APPLICABLE A NOMINEE BY MAKING
THE NOTICE OR DOCUMENT OR INFORMATION AVAILABLE
ON THE COMPANY S WEBSITE OR BY USING OTHER ELECTRONIC
MEANS
13. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For *Management Position Unknown
SECTION 80 OF THE COMPANIES ACT 1985 UP TO A
MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP 86,636,438;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
OF THE COMPANY; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 81 of 116
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
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 SHARES 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 13,126,733; 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, PURSUANT TO AND IN ACCORDANCE Management For *Management Position Unknown
WITH SECTION 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 26,253,466;
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 THE ORDINARY SHARES IN THE COMPANY DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY; THE COMPANY, BEFORE
THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
- ------------------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 05/24/2007
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: B19GHR1, 2190846, 5750355, 0835871, 2803025, 5763041, 5766998, 5756405, 5759471, 5755554, 5757936, 6178774, 7168310
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting *Management Position Unknown
DEPENDING ON SOME SUBCUSTODIANS PROCESSING IN
THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 82 of 116
FOR YOUR ACCOUNTS.
1. PRESENTATION OF THE ESTABLISHED ANNUAL FINANCIAL Non-Voting *Management Position Unknown
STATEMENTS AND THE MANAGEMENT REPORT FOR THE
2006 FY, WITH THE REPORT OF THE SUPERVISORY BOARD,
PRESENTATION OF THE APPROVED CONSOLIDATED FINANCIAL
STATEMENTS WITH THE RELATED MANAGEMENT REPORT
ACCORDING TO U. S. GAAP FOR THE 2006 FY
2. RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE Management Take No Action *Management Position Unknown
PROFIT OF EUR 2,099,072,036 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 4 PER ENTITLED SHARE, EX-DIVIDEND
AND PAYABLE DATE: 25 MAY 2007
3. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management Take No Action *Management Position Unknown
DIRECTORS FOR THE 2006 FY
4. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management Take No Action *Management Position Unknown
SUPERVISORY BOARD FOR THE 2006 FY
5. APPOINTMENT OF THE AUDITORS FOR THE 2007 FY: Management Take No Action *Management Position Unknown
KPMG, FRANKFURT
6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management Take No Action *Management Position Unknown
PURPOSES THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE
AND SELL OWN SHARES, AT PRICES NOT DIFFERING
MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 31 OCT 2008, THE TRADING PORTFOLIO
OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL
NOT EXCEED 5% OF THE SHARE CAPITAL AT THE END
OF EACH DAY
9. ELECTIONS TO THE SUPERVISORY BOARD Management Take No Action *Management Position Unknown
7. AUTHORIZATION TO ACQUIRE OWN SHARES FOR PURPOSES Management Take No Action *Management Position Unknown
OTHER THAN TRADING THE COMPANY SHALL BE AUTHORIZED
TO ACQUIRE OWN SHARES OF UP TO 10% OF ITS SHARE
CAPITAL, AT PRICES NEITHER MORE THAN 15% ABOVE,
NOR MORE THAN 20% BELOW, THE MARKET PRICE OF
THE SHARES, ON OR BEFORE 31 OCT 2008, THE BOARD
OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO
DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR A RIGHTS OFFERING, INSOFAR
AS THEY ARE USED FOR ACQUISITION PURPOSES, THE
SHARES MAY ALSO BE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE, OR RETIRED
8. AUTHORIZATION TO USE DERIVATIVES FOR THE ACQUISITION Management Take No Action *Management Position Unknown
OF OWN SHARES IN CONNECTION WITH ITEM 7, THE
COMPANY MAY ALSO ACQUIRE OWN SHARES USING CALL
OR PUT OPTIONS
10. RATIFICATION OF THE RESOLUTION OF THE AGM OF Management Take No Action *Management Position Unknown
01 JUN 2006, IN RESPECT OF THE ELECTIONS TO THE
SUPERVISORY BOARD
11. AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT Management Take No Action *Management Position Unknown
OF THE SUPERVISORY BOARD REMUNERATION AS OF THE
2007 FY, THE FIXED ANNUAL REMUNERATION SHALL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 83 of 116
BE INCREASED FROM EUR 30,000 TO EUR 60,000, THE
DIVIDEND LINKED REMUNERATION SHALL BE ADJUSTED
TO EUR 100 PER EUR 0.01 OF THE DIVIDEND IN EXCESS
OF EUR 1 PER SHARE, AND THE PERFORMANCE LINKED
REMUNERATION TO EUR 1 00 PER EUR 0.01 OF THE
AVERAGE EARNINGS PER SHARE OVER THE PAST 3 YEARS,
THE SUPERVISORY BOARD CHAIRMAN SHALL RECEIVE
FOUR TIMES THE BASIC REMUNERATION BUT NO MORE
THAN THAT , AND THE DEPUTY CHAIRMAN ONE AND ONE
HALF TIMES SUCH REMUNERATION, THE REMUNERATION
FOR COMMITTEE MEMBERS SHALL BE INCREASED TO 100%
OF THE BASIC REMUNERATION ABOVE, 200% FOR COMMITTEE
CHAIRMEN
12. AMENDMENT TO THE ARTICLES OF ASSOCIATION AS PER Management Take No Action *Management Position Unknown
SECTION 30B(3) OF THE SECURITIES TRADING ACT
THE COMPANY SHALL BE AUTHORIZED TO TRANSMIT INFORMATION
TO SHAREHOLDERS BY ELECTRONIC MEANS
13. AMENDMENT TO THE ARTICLES OF ASSOCIATION IN RESPECT Management Take No Action *Management Position Unknown
OF ADVISORY COMMITTEES, THE CURRENT, UNIFORM
ADVISORY COMMITTEE SHALL BE DIVIDED INTO REGIONAL
COMMITTEES
14. CREATION OF NEW AUTHORIZED CAPITAL, AND THE CORRESPONDING Management Take No Action *Management Position Unknown
AMENDMENT TO THE ARTICLES OF ASSOCIATION, THE
BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
INCREASE THE SHARE CAPITAL BY UP TO EUR 85,000,000
THROUGH THE ISSUE OF NEW SHARES AGAINST CASH
PAYMENT, ON OR BEFORE 30 APR 2012, SUBSCRIPTION
RIGHTS SHALL BE EXCLUDED FOR RESIDUAL AMOUNTS,
FOR THE GRANTING OF SUCH RIGHTS TO HOLDERS OF
OPTION OR CONVERSION RIGHTS, AND FOR THE ISSUE
OF SHARES AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, ENTITLED TO VOTE ARE THOSE SHAREHOLDERS
WHO ARE ENTERED IN THE COMPANY S SHARE REGISTER
AND GIVE NOTICE OF THEIR INTENTION TO ATTEND
THE MEETING ON OR BEFORE 21 MAY 2007, IF YOU
WISH US TO EXERCISE YOUR VOTING RIGHT ON YOUR
BEHALF, PLEASE SEND US YOUR INSTRUCTIONS BY 8
A.M. FRANKFURT TIME ON 18 MAY 2007, AT THE LATEST
* PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting *Management Position Unknown
MEETING BEING REVISED AS AN ISSUER PAY MEETING.
IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS.THANK YOU.
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
- ------------------------------------------------------------------------------------------------------------------------------------
HISAMITSU PHARMACEUTICAL CO.,INC. AGM MEETING DATE: 05/24/2007
ISSUER: J20076121 ISIN: JP3784600003
SEDOL: 6428907, 4103682, B02DZJ0
- ------------------------------------------------------------------------------------------------------------------------------------
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 84 of 116
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2.1 APPOINT A DIRECTOR Management For *Management Position Unknown
2.2 APPOINT A DIRECTOR Management For *Management Position Unknown
2.3 APPOINT A DIRECTOR Management For *Management Position Unknown
2.4 APPOINT A DIRECTOR Management For *Management Position Unknown
2.5 APPOINT A DIRECTOR Management For *Management Position Unknown
2.6 APPOINT A DIRECTOR Management For *Management Position Unknown
2.7 APPOINT A DIRECTOR Management For *Management Position Unknown
2.8 APPOINT A DIRECTOR Management For *Management Position Unknown
2.9 APPOINT A DIRECTOR Management For *Management Position Unknown
2.10 APPOINT A DIRECTOR Management For *Management Position Unknown
3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS AND CORPORATEAUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
SEVEN & I HOLDINGS CO.,LTD. AGM MEETING DATE: 05/24/2007
ISSUER: J7165H108 ISIN: JP3422950000
SEDOL: B0J9LH1, B0FS5D6, B0L4N67, B17PBH8
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 AMEND THE ARTICLES TO APPROVE MINOR CHANGES Management For *Management Position Unknown
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
3.12 APPOINT A DIRECTOR Management For *Management Position Unknown
3.13 APPOINT A DIRECTOR Management For *Management Position Unknown
3.14 APPOINT A DIRECTOR Management For *Management Position Unknown
3.15 APPOINT A DIRECTOR Management For *Management Position Unknown
4 APPOINT ACCOUNTING AUDITORS Management For *Management Position Unknown
5 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
TOLL HOLDINGS LTD EGM MEETING DATE: 05/28/2007
ISSUER: Q9104H100 ISIN: AU000000TOL1
SEDOL: 6693749, B1HJJG5, B06MV40
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 85 of 116
1. APPROVE, FOR THE PURPOSES OF THE SECTION 256B Management For *Management Position Unknown
OF THE CORPORATIONS ACT OF THE COMPANY, UPON
THE SCHEME OF ARRANGEMENT SET OUT IN PART A
OF SECTION 13 PURSUANT, TO REDUCE THE COMPANY
S SHARE CAPITAL BY AN AGGREGATE SUM OF AUD 289,172,700
WITH REDUCTION EFFECTED BY AN ORDINARY SHARES
2. APPROVE, FOR THE PURPOSES OF THE SECTION 256B, Management For *Management Position Unknown
IN ACCORDANCE WITH SECTION 411(10) OF THE CORPORATIONS
ACT OF THE COMPANY, UPON THE SCHEME OF ARRANGEMENT
SET OUT IN PART B OF SECTION 13 PURSUANT , SHARE
SCHEME, TO REDUCE THE COMPANY S SHARE CAPITAL
BY AN AGGREGATE SUM OF AUD 2,409,772,500 WITH
REDUCTION EFFECTED BY AN ORDINARY SHARES
3. APPROVE, FOR THE PURPOSES OF THE SECTION 260B Management For *Management Position Unknown
2, IN ACCORDANCE OF THE CORPORATIONS ACT OF THE
COMPANY, AND FOR ALL OTHER PURPOSES, TO PROVIDE
FINANCIAL ASSISTANCE BY GRANTING THE GUARANTEES
AND SECURITIES AS SPECIFIED
4. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.11, SECTION 208 OF THE CORPORATIONS ACT, TO
ISSUE TO MR. MOSTIA DION NOMINEES PTY LTD AS
TRUSTEE FOR THE MARK ROWSTHRON FAMILY TRUST OF
THE TRUST OF THAT OF STAPLED SECURITIES AT AN
AGGREGATE ISSUE OF AUD 50 MILLION ON THE TERMS
AND CONDITIONS AS SPECIFIED
5. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.19, SECTION 200E OF THE CORPORATIONS ACT,
THE BENEFITS PAYABLE ON TERMINATION TO MR. PAUL
LITTLE ON TERMINATION OF EMPLOYMENT UNDER THE
TERMS OF EXECUTIVE SERVICE DEEDS ENTERED INTO
IN APR 2007
6. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.19, SECTION 200E OF THE CORPORATIONS ACT,
THE BENEFITS PAYABLE ON TERMINATION TO MR. TOLL
EXECUTIVES MR. NEIL CHATFIELD JOHN LUDEKE, STEPHEN
STANLEY AND BERNARD MCLNERNEY ON TERMINATION
OF EMPLOYMENT UNDER THE TERMS OF EXECUTIVE SERVICE
DEEDS ENTERED INTO IN APR 2007
7. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.19, SECTION 200E OF THE CORPORATIONS ACT 200E
THE BENEFITS PAYABLE ON TERMINATION TO TOLL EXECUTIVES
ON TERMINATION OF EMPLOYMENT UNDER THE TERMS
OF EXECUTIVE SERVICE DEEDS ENTERED INTO IN APR
2007
8. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.19, SECTION 200E OF THE CORPORATIONS ACT,
THE BENEFITS PAYABLE ON TERMINATION TO MR. MARK
ROWSTHORN ON TERMINATION OF EMPLOYMENT UNDER
THE TERMS OF EXECUTIVE SERVICE DEEDS ENTERED
INTO IN APR 2007
9. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For *Management Position Unknown
10.19, SECTION 200E OF THE CORPORATIONS ACT,
THE BENEFITS PAYABLE ON TERMINATION TO MR. DON
TELFORD ON TERMINATION OF EMPLOYMENT UNDER THE
TERMS OF EXECUTIVE SERVICE DEEDS ENTERED INTO
IN APR 2007
10. APPROVE, FOR THE PURPOSES OF THE SECTION 208 Management For *Management Position Unknown
OF THE CORPORATIONS ACT AND FOR ALL OTHER PURPOSES,
THE ENTERING INTO OF A DEED OF INDEMNITY, INSURANCE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 86 of 116
AND ACCESS WITH EACH PRESENT AND FUTURE DIRECTOR
OF ANY SUBSIDIARY OF THE COMPANY, AND TO PROVIDE
THE FINANCIAL BENEFITS REQUIRED BY THE DEED OF
INDEMNITY, INSURANCE AND ACESS AS SPECIFIED
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN EXECUTIVE NAME IN RESOLUTION NO. 9. 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.
- ------------------------------------------------------------------------------------------------------------------------------------
TOLL HOLDINGS LTD CRT MEETING DATE: 05/28/2007
ISSUER: Q9104H100 ISIN: AU000000TOL1
SEDOL: 6693749, B1HJJG5, B06MV40
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, PURSUANT TO AND IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
4114 OF THE CORPORATIONS ACT, THE SCHEME OF ARRANGEMENT
BETWEEN THE COMPANY AND THE HOLDERS OF ITS ORDINARY
SHARES AS SPECIFIED WITH OR WITHOUT MODIFICATION
AS APPROVED BY THE SUPREME COURT OF VICTORIA
- ------------------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS, PARIS MIX MEETING DATE: 05/31/2007
ISSUER: F5548N101 ISIN: FR0000120578
SEDOL: B01DR51, B114ZY6, 5671735, 7166239, B0CRGJ9, B043B67, B19GKJ4, 5696589
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown
AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB
CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD,
ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING
APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY
CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED
TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON THE VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT YOUR REPRESENTATIVE
* PLEASE NOTE THAT THE MEETING HELD ON 16 MAY 2007 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED AND THAT THE SECOND CONVOCATION
WILL BE HELD ON 31 MAY 2007. PLEASE ALSO NOTE
THE NEW CUTOFF DATE IS 21 MAY 2007. IF YOU HAVE
ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 87 of 116
O.1 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR Management Take No Action *Management Position Unknown
THE FY 2006; ASCERTAINMENT OF THE BENEFIT
O.2 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR Management Take No Action *Management Position Unknown
THE FY 2006; ASCERTAINMENT OF THE BENEFIT
O.3 APPROVE TO ALLOCATE THE RESULT AND THE PAYMENT Management Take No Action *Management Position Unknown
OF DIVIDEND FROM 07 JUN 2007
O.4 APPROVE THE TRADE COVERED BY THE ARTICLES L. Management Take No Action *Management Position Unknown
225-40 OF THE FRENCH COMMERCIAL CODE
O.5 APPROVE TO RENEW MR. GERARD VAN KEMMEL S MANDATE Management Take No Action *Management Position Unknown
AS A DIRECTOR
O.6 AUTHORIZE THE BOARD OF DIRECTORS, IN ACCORDANCE Management Take No Action *Management Position Unknown
WITH THE ARTICLES L. 225-209 AND THE FOLLOWING
OF THE COMMERCIAL LAW, TO BUY OR TO MAKE BUT
SHARES OF THE COMPANY WITH IN THE LIMIT OF 10%
OF CAPITAL TO BUY, TO SELL OR TO TRANSFER SHARES
COULD BE CARRIED OUT AT ANY TIME AND BY ANY MEANS;
THE MAXIMUM PRICE TO BUY AND THE GLOBAL AMOUNT
FOR THE BUYBACK PROGRAM HAVE BEEN FIXED
E.7 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
CAPITAL, IN 1 OR SEVERAL TIMES, BY ISSUANCE OF
THE SHARES OR INVESTMENT SECURITIES GIVING ACCESS
TO THE CAPITAL OR GIVING RIGHTS TO DEBT SECURITIES,
ISSUED WITH PAYMENT OR FREE OF TAX; THE SUBSCRIPTION
CAN BE CARRIED OUT IN CASH OR BY COMPENSATION
OF DEBT; FIXING OF THE NOMINAL, MAXIMUM AMOUNT
OF CAPITAL, INCREASES
E.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
CAPITAL, IN 1 OR SEVERAL TIMES, BY A PUBLIC CALL
TO SAVE, BY ISSUANCE OF SHARES OR INVESTMENT
SECURITIES GIVING ACCESS TO THE CAPITAL OF THE
COMPANY OR INVESTMENT SECURITIES GIVING RIGHTS
TO THE ALLOCATION OF DEBTS SECURITIES, ISSUED
WITH PAYMENT OF FREE OF TAX; THE SUBSCRIPTION
CAN BE CARRIED OUT IN CASH OR BY COMPENSATION
OF DEBTS, TO PAY SECURITIES THAT COULD BE BROUGHT
BY THE COMPANY IN CASE OF ARTICLE PUBLIC EXCAHANGE
OFFER; FIXING OF THE MAXIMUM NOMINAL AMOUNT OF
CAPITAL INCREASE; CANCELLATTION OF THE PREFERENTIAL
SOBSCRPTION RIGHT OF SHAREHOLDERS TO SECURITIES
E.9 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
CAPITAL, IN 1 OR SEVERAL TIMES, BY INCORPORATION
OF RESERVES, BENEFITS OR OTHER AS ALLOCATION
OF SHARES FREE OF TAX OR INCREASE OF HE EXISTING
SHARES NOMINAL NOMINAL VALUE OR BY THE USING
OF BOTH; FIXING OF THE MAXIMUM NOMINAL AMOUNT
OF CAPITAL INCREASE
E.10 AUTHORIZE THE BOARD OF DIRECTORS, WITHIN HE LIMIT Management Take No Action *Management Position Unknown
OF 10% OF CAPITAL TO PAY CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND FORMED BY SECURITIES
OR INVESTMENT SECURITIES GIVING ACCESS TO THE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 88 of 116
CAPITAL OF THE COMPANY OR TO ALLOCATION OF DEBT
SECURITIES; AUTHORIZE THE BOARD OF DIRECTORS
TO FIX CONDITIONS OF ASSUANCE AND SUBSCRIPTION
IN THE TERMS COVERED BY THE ARTICLE 9 RESOLUTION
8 OF THE MEETING
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
CAPITAL, IN 1 OR SEVERAL TIMES, WITHIN THE LIMIT
OF 2%, BY ISSUANCE OF SHARES OR INVESTMENT SECURITIES
GIVING ACCESS TO CAPITAL RESERVED TO MEMBERS
OF ON OR SEVERAL CORPORATE SAVINGS PLAN OF THE
SANNOFI-AVENTIS GROUP FORMED BY THE COMPANY AND
ITS SUBSIDIARIES; FIXING OF THE MAXIMUM NOMINAL
AMOUNT OF CAPITAL INCREASES; SPECIAL METHODS
FOR ISSUANCES OF SHARES RESERVED TO EMPLOYEES
OF THE COMPANIES OF THE SANNOFI-AVENTIS GROUP
WORKING IN UNITED STATES; CANCELLATION THE THE
PREFERENTIAL SUBSCRIPTION RIGHTS OF SHAREHOLDERS
TO SHARES OR INVESTMENT SECURITIES GIVING ACCESS
TO CAPITAL
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Take No Action *Management Position Unknown
CAPITAL, IN 1 OR SEVERAL TIMES, FOR THE BENEFIT
OF EMPLOYEES AND SOCIAL REPRESENTATIVES, OPTION
GIVING RIGHT TO SUBSCRBE NEW SHARESOF THE COMPANY
TO ISSUE AS ARTICLE CAPITAL INCREASE AND OPTIONS
GIVING RIGHT TO BUY SHARES RESULTED FROM THE
REPURCHASED CARRIED OUT BY THE COMPANY, WITHIN
THE LIMIT OF 2.5% OF CAPITAL; RENUNCIATION OF
SHARESHOLDERS TO THEIR PREFERENTIAL SUBSCRIPTION
RIGHT TO ISSUED SHARES
E.13 AUTHORIZE THE BOARD OF DIRECTORS, TO CARRY OUT, Management Take No Action *Management Position Unknown
IN 1 OR SEVERAL TIMES, ALLOCATIONS FREE OF TAX
OF EXISTING SHARES OR SHARES TO ISSUE FOR THE
BENEFIT OF EMPLOYEES OR SOCIAL REPRESENTATIVES
OF THE COMPANY, WITHIN THE LIMIT OF 1% OF THE
CAPITAL; IN CASE OF ALLOCATION OF NEW SHARES
FREE OF TAX; CAPITAL INCREASE BY INCORPORATION
OF RESERVES, BENEFITS; PREMIUMS OR ISSUANCES
PREMIUMS AND RENUNCIATION OF OF SHAREHOLDERS
TO THEIR PREFERENTIAL SUBSCRIPTION RIGHT
E.14 AUTHORIZE THE BOARD OF DIRECTORS, TO REDUCE CAPITAL Management Take No Action *Management Position Unknown
BY CANCELLATION OF SHARES OWED, WITHIN THE LIMIT
OF 10% OF CAPITAL
E.15 AUTHORIZE THE BOARD OF DIRECTORS, IN CASE OF Management Take No Action *Management Position Unknown
ISSUANCE OF SECURITIES IN A PUBLIC OFFER, TO
CARRY OUT AUTHORIZATIONS GRANTED IN THE RESOLUTIONS
6 TO 14 OF THIS MEETING
E.16 AMEND THE ARTICLE 19 INDENTS 1 AND 3 OF THE BYLAWS Management Take No Action *Management Position Unknown
CONCERNING THE RIGHT TO ATTEND AND TO VOTE IN
THE GENERAL MEETING
E.17 GRANT AUTHORITY FOR THE ACCOMPLISHMENT OF FORMALITIES Management Take No Action *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 89 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, WINDSOR AGM MEETING DATE: 06/01/2007
ISSUER: G4804L114 ISIN: GB00B128LQ10
SEDOL: B128LQ1, B16CJR6, B157110
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For *Management Position Unknown
THE YE 31 DEC 2006, TOGETHER WITH THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 31 DEC 2006
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARE Management For *Management Position Unknown
4.A RE-ELECT MR. ROBERT C. LARSON AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
4.B RE-ELECT SIR DAVID PROSSER AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
4.C RE-ELECT MR. RICHARD SOLOMONS AS A DIRECTOR OF Management For *Management Position Unknown
THE COMPANY
4.D RE-ELECT MR. DAVID WEBSTER 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 UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE TO BE LAID
BEFORE THE COMPANY
6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For *Management Position Unknown
AGREE THE AUDITORS REMUNERATION
7. AUTHORIZE THE COMPANY AND ANY COMPANY THAT IS Management For *Management Position Unknown
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THE RESOLUTION RELATES, FOR
THE PURPOSES OF PART XA OF THE COMPANIES ACT
1985, TO: I) TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS; OR II) INCUR EU POLITICAL EXPENDITURE
IN AN AGGREGATE AMOUNT NOT EXCEEDING GBP 100,000
DURING THE ENDING ON THE DATE OF THE AGM IN 2008;
FOR THE PURPOSE OF THIS RESOLUTION DONATIONS
EU POLITICAL ORGANIZATIONS AND EU POLITICAL
EXPENDITURE HAVE THE MEANINGS ASCRIBED TO THEM
IN PART XA OF THE COMPANIES ACT 1985 AS AMENDED
BY THE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS
ACT 2000
8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For *Management Position Unknown
DIRECTORS BY PARAGRAPH 13.2 OF ARTICLE 13 OF
THE COMPANY S ARTICLES OF ASSOCIATION TO ALLOT
RELEVANT SECURITIES BY RENEWED FOR THE PERIOD
ENDING ON THE DATE OF THE AGM IN 2008 OR 01 SEP
2008, WHICHEVER IS THE EARLIER, AND FOR SUCH
PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 13,476,684
S.9 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown
BY PARAGRAPH 13.3 OF ARTICLE 13 OF THE COMPANY
S ARTICLES OF ASSOCIATION BE RENEWED FOR THE
PERIOD ENDING ON THE DATE OF THE AGM IN 2008
OR 01 SEP 2008, WHICHEVER IS THE EARLIER, AND
FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE
GBP 2,021,502
S.10 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For *Management Position Unknown
WITH ARTICLE 10 OF THE COMPANY S ARTICLES OF
ASSOCIATION, FOR THE PURPOSE OF SECTION 166 OF
THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 90 of 116
SECTION 163 OF THAT ACT OF UP TO AN AGGREGATE
NUMBER OF 53,029,071 ORDINARY SHARES OF 11 3/7P
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 11 3/7P 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; THE
HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE
AND THE HIGHEST CURRENT BID AS STIPULATED BY
ARTICLE 5(1) OF COMMISSION REGULATION EC 22 DEC
2003 IMPLEMENTING THE MARKET ABUSE DIRECTIVE
AS REGARDS EXEMPTIONS FOR BUYBACK PROGRAMMES
AND STABILIZATION OF FINANCIAL INSTRUMENTS NO
2273/2003; AND AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM IN 2008 OR 01 SEP 2008, WHICHEVER
IS EARLIER EXPECT IN RELATION TO THE PURCHASE
OF ORDINARY SHARES THE CONTRACT FOR WHICH WAS
CONCLUDED BEFORE SUCH DATE AND WHICH IS EXECUTED
WHOLLY OR PARTLY AFTER SUCH DATE, OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR 31 OCT 2003;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.11 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For *Management Position Unknown
WITH THE PROVISIONS OF THE COMPANIES ACT 2006,
THE DISCLOSURE AND TRANSPARENCY RULES AND THE
ARTICLES OF ASSOCIATION, TO SEND, CONVEY OR SUPPLY
ALL TYPES OF NOTICES, DOCUMENTS OR INFORMATION
TO THE MEMBERS BY MEANS OF ELECTRONIC EQUIPMENT
FOR THE PROCESSING INCLUDING DIGITAL COMPRESSION,
STORAGE AND TRANSMISSION OF DATA, EMPLOYING WIRES,
RADIO WITHOUT OPTICAL TECHNOLOGIES, OR ANY OTHER
ELECTROMAGNETIC MEANS INCLUDING, WITHOUT LIMITATION,
BY SENDING SUCH NOTICES, DOCUMENTS OR INFORMATION
BY ELECTRONIC MAIL OR SENDING SUCH NOTICES, DOCUMENTS
OR INFORMATION BY ELECTRONIC MAIL OR BY MAKING
SUCH NOTICES, DOCUMENTS OR INFORMATION AVAILABLE
ON A WEBSITE; AND AMEND THE ARTICLES OF ASSOCIATION
OF THE COMPANY, AS SPECIFIED
- ------------------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, WINDSOR EGM MEETING DATE: 06/01/2007
ISSUER: G4804L114 ISIN: GB00B128LQ10
SEDOL: B128LQ1, B16CJR6, B157110
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE CONSOLIDATION OF SHARE CAPITAL Management For *Management Position Unknown
2. GRANT AUTHORITY TO PURCHASE OWN SHARES Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP OGM MEETING DATE: 06/06/2007
ISSUER: X5967A101 ISIN: GRS419003009 BLOCKING
SEDOL: B0CM8G5, 7107250
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 91 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE SUBMISSION OF THE MANAGEMENT REPORT Management Take No Action *Management Position Unknown
OF THE FY 2006 AND THE BOARD OF DIRECTORS REPORT
AS WELL AS THE CHARTERED ACCOUNTANTS REPORT FOR
THE FINANCIAL STATEMENTS OF THE YEAR 2006 ACCORDING
TO IFRS, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS
OF THE GROUP
2. APPROVE THE FINANCIAL STATEMENTS OF THE FY 2006 Management Take No Action *Management Position Unknown
AFTER THE PRESENTATION OF THEBOARD OF DIRECTORS
AND OF THE CHARTERED ACCOUNTANTS REPORTS
3. APPROVE THE EARNINGS DISTRIBUTION Management Take No Action *Management Position Unknown
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management Take No Action *Management Position Unknown
THE CHARTERED ACCOUNTANTS FROM ANY COMPETITIVE
RESPONSIBILITY FOR ACTIVITIES OF FY 2006
5. ELECT 2 ORDINARY AND 2 SUBSTITUTE CHARTERED ACCOUNTANTS Management Take No Action *Management Position Unknown
FOR THE FY 2007 AND APPROVE TO DETERMINE THEIR
COMPENSATION
6. APPROVE THE MONTHLY PAYMENT, PRODUCTIVITY BONUS Management Take No Action *Management Position Unknown
AND EXPENSE ACCOUNTS FOR THE PRESIDENT OF THE
BOARD OF DIRECTORS AND THE MANAGING DIRECTOR,
APPROVE THE COMPENSATION OF THE SECRETARY AND
THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE
FY 2007
7. APPROVE THE PARTICIPATION OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
MEMBERS IN COMMITTEES ANDTHE REMUNERATION FOR
THE FY 2007
8. ELECT A MEMBER OF THE BOARD OF DIRECTORS Management Take No Action *Management Position Unknown
9. AMEND ARTICLES 51 AND 53 OF THE ARTICLES OF INCORPORATION Management Take No Action *Management Position Unknown
10. OTHER ISSUES AND ANNOUNCEMENTS Non-Voting *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
MARINE HARVEST ASA AGM MEETING DATE: 06/13/2007
ISSUER: R2326D105 ISIN: NO0003054108
SEDOL: 4153762, B02L486, B11XQM8, B1DN336, 5285181
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
* MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTEDACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 92 of 116
IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
1. OPEN OF THE MEETING AND REGISTRATION OF ATTENDING Management Take No Action *Management Position Unknown
SHAREHOLDERS AND PROXIES
2. ELECT THE CHAIRMAN OF MEETING AND THE DESIGNATE Management Take No Action *Management Position Unknown
INSPECTOR OR SHAREHOLDER REPRESENTATIVE(S) FOR
THE MINUTES OF MEETING
3. APPROVE THE NOTICE OF MEETING AND AGENDA Management Take No Action *Management Position Unknown
4. APPROVE THE FINANCIAL STATEMENTS AND STATUTORY Management Take No Action *Management Position Unknown
REPORTS SHAREHOLDER PROPOSAL
5. PLEASE NOTE THAT THIS IS A SHARHOLDERS PROPOSAL: Shareholder Take No Action *Management Position Unknown
APPROVE TO LIMIT THE BOARD S ABILITY TO CHANGE
TERMS OF ONGOING OPTIONS PROGRAMS
6. APPROVE THE REMUNERATION POLICY AND OTHER TERMS Management Take No Action *Management Position Unknown
OF EMPLOYMENT FOR THE EXECUTIVE MANAGEMENT
7. APPROVE THE STOCK OPTION PLAN AND THE CREATION Management Take No Action *Management Position Unknown
OF POOL OF CONDITIONAL CAPITALTO GUARANTEE CONVERSION
RIGHTS
8. APPROVE THE INSTRUCTIONS FOR THE NOMINATING COMMITTEE Management Take No Action *Management Position Unknown
9. APPROVE THE REMUNERATION OF THE NOMINATING COMMITTEE Management Take No Action *Management Position Unknown
IN THE AMOUNT OF NOK 20,000 FOR THE CHAIRMAN
AND NOK 10,000 FOR EACH OF THE OTHER MEMBERS
10. APPROVE THE REMUNERATION OF THE DIRECTORS IN Management Take No Action *Management Position Unknown
THE AMOUNT OF NOK 750,000 FOR THE CHAIRMAN AND
NOK 275,000 FOR EACH OF THE OTHER DIRECTORS
11. APPROVE THE REMUNERATION OF THE AUDITORS Management Take No Action *Management Position Unknown
12. RE-ELECT THE MEMBERS OF THE NOMINATING COMMITTEE Management Take No Action *Management Position Unknown
13.1 ELECT MR. SVEIN AASER CHAIRMAN AS A DIRECTOR Management Take No Action *Management Position Unknown
13.2 ELECT MR. LEIF ONARHEIM DEPUTY CHAIRMAN AS A DIRECTOR Management Take No Action *Management Position Unknown
13.3 ELECT MR. STURE ELDBJOERG AS A DIRECTOR Management Take No Action *Management Position Unknown
13.4 ELECT MS. KATHRINE MO AS A DIRECTOR Management Take No Action *Management Position Unknown
13.5 RE-ELECT MR. SOLVEIG STRAND AS A DIRECTOR Management Take No Action *Management Position Unknown
13.6 RE-ELECT MR. TOR TROEIM AS A DIRECTOR Management Take No Action *Management Position Unknown
13.7 ELECT MS. CECILIE FREDRIKSEN AS THE DEPUTY DIRECTOR Management Take No Action *Management Position Unknown
14. AMEND THE ARTICLES RE: AUTHORIZATION TO THE GENERAL Management Take No Action *Management Position Unknown
MEETING TO ELECT THE VICE-CHAIRMAN
17. GRANT AUTHORITY FOR THE REPURCHASE OF UP TO 10% Management Take No Action *Management Position Unknown
OF ISSUED SHARE CAPITAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 93 of 116
15. AMEND THE ARTICLES RE: AUTHORIZATION TO THE GENERAL Management Take No Action *Management Position Unknown
MEETING TO ELECT THE NOMINATING COMMITTEE NUMBER
OF NOMINATING COMMITTEE MEMBERS, LENGTH OF TERM,
AND NOMINATING COMMITTEE PROPOSALS
16. APPROVE THE CREATION OF NOK 652.3 MILLION POOL Management Take No Action *Management Position Unknown
OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
18. APPROVE THE ISSUANCE OF 41.3 MILLION SHARES PURSUANT Management Take No Action *Management Position Unknown
TO A SHARE OPTION SCHEME
- ------------------------------------------------------------------------------------------------------------------------------------
ARIAKE JAPAN CO.,LTD. AGM MEETING DATE: 06/15/2007
ISSUER: J01964105 ISIN: JP3125800007
SEDOL: 6049632
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF RETAINED EARNINGS Management For *Management Position Unknown
2 AMEND ARTICLES TO: APPROVE MINOR REVISIONS RELATED Management For *Management Position Unknown
TO THE ORGANIZATION
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
4.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4.3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5 APPOINT ACCOUNTING AUDITORS Management For *Management Position Unknown
6 APPROVE PAYMENT OF BONUSES TO DIRECTORS AND CORPORATE Management For *Management Position Unknown
AUDITORS
7 ALLOW BOARD TO AUTHORIZE USE OF STOCK OPTIONS Other For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
KEYENCE CORPORATION KYCCF.PK AGM MEETING DATE: 06/19/2007
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: B02HPZ8, 5998735, 6490995
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2.1 APPOINT A DIRECTOR Management For *Management Position Unknown
2.2 APPOINT A DIRECTOR Management For *Management Position Unknown
2.3 APPOINT A DIRECTOR Management For *Management Position Unknown
2.4 APPOINT A DIRECTOR Management For *Management Position Unknown
3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4 APPOINT A SUPPLEMENTARY AUDITOR Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 94 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA OGM MEETING DATE: 06/20/2007
ISSUER: X1435J105 ISIN: GRS104111000 BLOCKING
SEDOL: 4420723, B0338M3, 0964850, 5890433
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE MANAGEMENT REPORT BY THE BOARD OF Management Take No Action *Management Position Unknown
DIRECTORS AND THE AUDIT CERTIFICATE BY THE COMPANY
S CHARTERED AUDITOR ACCOUNTANT ON THE COMPANY
S FINANCIALS STATEMENTS AND ACTIVITIES FOR THE
FYE ON 31 DEC 2006
2. RECEIVE AND APPROVE THE COMPANY S ANNUAL FINANCIAL Management Take No Action *Management Position Unknown
STATEMENTS FOR THE FYE ON 31 DEC 2006 AND OF
THE CONSOLIDATED FINANCIAL STATEMENTS
3. APPROVE TO RELEASE THE MEMBERS OF THE BOARD OF Management Take No Action *Management Position Unknown
DIRECTORS AND THE AUDITORS OF THE COMPANY FROM
ANY LIABILITY FOR THEIR ACTIVITY DURING THE FYE
ON 31 DEC 2007
4. APPROVE THE SALARIES OF THE MEMBERS OF THE BOARD Management Take No Action *Management Position Unknown
OF DIRECTORS FOR THEIR PARTICIPATION IN THE MEETINGS
OF THE BOARD OF DIRECTORS AND FOR THEIR SERVICES
TO THE COMPANY FOR THE FY 2006 AND PRE APPROVAL
OF THE SALARIES FOR THE FY 2007
5. ELECT THE STATUTORY AUDITORS FOR THE FY 2007 Management Take No Action *Management Position Unknown
AND APPROVE TO DETERMINE THEIR SALARIES
6. APPROVE THE DISTRIBUTION OF PROFITS FOR THE FY Management Take No Action *Management Position Unknown
2006
7. RATIFY THE APPOINTMENT OF THE NEW MEMBERS OF Management Take No Action *Management Position Unknown
THE BOARD OF DIRECTORS, SUBSTITUTING MEMBERS
THAT HAVE RESIGNED
8. AMEND THE COMPANY S STOCK OPTION PLAN SCHEMES Management Take No Action *Management Position Unknown
TOWARDS BOARD OF DIRECTORS MEMBERS AND COMPANY
S EXECUTIVES, AS WELL AS ANY OTHER CONNECTED
COMPANY S, ACCORDING TO ARTICLE 13 PARAGRAPH
9 OF THE LAW 2190/1920
- ------------------------------------------------------------------------------------------------------------------------------------
NIKKO CORDIAL CORPORATION AGM MEETING DATE: 06/22/2007
ISSUER: J51656122 ISIN: JP3670000003
SEDOL: 4576875, 6640284, B03TC41, 5485345, 6646464
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 95 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS ANNOUNCEMENT IS BEING PROVIDED 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.)
1.1 APPOINT A DIRECTOR Management For *Management Position Unknown
1.2 APPOINT A DIRECTOR Management For *Management Position Unknown
1.3 APPOINT A DIRECTOR Management For *Management Position Unknown
1.4 APPOINT A DIRECTOR Management For *Management Position Unknown
1.5 APPOINT A DIRECTOR Management For *Management Position Unknown
1.6 APPOINT A DIRECTOR Management For *Management Position Unknown
1.7 APPOINT A DIRECTOR Management For *Management Position Unknown
1.8 APPOINT A DIRECTOR Management For *Management Position Unknown
1.9 APPOINT A DIRECTOR Management For *Management Position Unknown
1.10 APPOINT A DIRECTOR Management For *Management Position Unknown
2. APPOINT ACCOUNTING AUDITORS Management For *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
SQUARE ENIX CO.,LTD. AGM MEETING DATE: 06/23/2007
ISSUER: J7659R109 ISIN: JP3164630000
SEDOL: B01ZWM9, 5798418, B0221S8, 6309262
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS ANNOUNCEMENT IS BEING PROVIDED 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 RETAINED EARNINGS Management For *Management Position Unknown
2.1 APPOINT A DIRECTOR Management For *Management Position Unknown
2.2 APPOINT A DIRECTOR Management For *Management Position Unknown
2.3 APPOINT A DIRECTOR Management For *Management Position Unknown
2.4 APPOINT A DIRECTOR Management For *Management Position Unknown
2.5 APPOINT A DIRECTOR Management For *Management Position Unknown
3.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.4 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.5 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
RETIRING CORPORATE OFFICERS
5. APPROVE THE GRANT OF STOCK OPTIONS TO DIRECTORS Other For *Management Position Unknown
AS COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
ANGLO AMERICAN PLC EGM Meeting DATE: 06/25/2007
ISSUER: G03764100 ISIN: GB0004901517
SEDOL: 7116784, 0490151, 5699663, 6367709, 2947473, 6152972, 6382058
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
S.1 AMEND THE ARTICLE 113 AND ARTICLE 37 OF THE COMPANY Management For *Management Position Unknown
S ARTICLES OF ASSOCIATION AS SPECIFIED
S.2 APPROVE THE DEMERGER AS SPECIFIED AND SUBJECT Management For *Management Position Unknown
TO AND CONDITIONAL UPON: I) THE PASSING OF RESOLUTIONS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 96 of 116
1, 3, 4, 5 AS SPECIFIED AND II) THE DEMERGER
AGREEMENT AS SPECIFIED NOT HAVING BEEN TERMINATED
IN ACCORDANCE WITH ITS TERMS BEFORE THE DEMERGER
DIVIDEND IS PAID: A) AUTHORIZE THE DIRECTOR OF
THE COMPANY TO PAY A DIVIDEND IN SPECIE ON THE
ORDINARY SHARES OF USD 0.50 EACH OF THE COMPANY
THE ANGLO AMERICAN ORDINARY SHARES EQUAL IN
AGGREGATE TO THE BOOK VALUE OF THE COMPANY S
SHAREHOLDING IN ANGLO MONDI INVESTMENT LIMITED
AS AT 02 JUL 2007 TO ORDINARY SHAREHOLDERS ON
THE REGISTER OF MEMBERS OF THE COMPANY AS SPECIFIED
ON 02 JUL 2007 OR SUCH OTHER TIME OR DATE AS
THE DIRECTORS MAY DETERMINE THE ANGLO AMERICAN
SHAREHOLDER SUCH DIVIDEND IN SPECIE TO BE SATISFIED
BY THE TRANSFER OF THE COMPANY S SHAREHOLDING
IN ANGLO MONDI INVESTMENTS LIMITED TO MONDI PLC
ON TERMS THAT MONDI PLC SHALL ALLOT AND ISSUE
MONDI PLC ORDINARY SHARES, CREDITED AS FULLY
PAID, TO THE ANGLO AMERICAN ORDINARY SHARES THEN
HELD BY SUCH SHAREHOLDER; THE DEMERGER AGREEMENT,
THE INDEMNITY AGREEMENT AS SPECIFIED AND THE
TAX AGREEMENT AS SPECIFIED AND AUTHORIZE THE
DIRECTOR TO CARRY THE SAME INTO EFFECT AND TO
MAKE SUCH NON-MATERIAL AMENDMENT TO THE DEMERGER
AGREEMENT, THE INDEMNITY AGREEMENT AND THE TAX
AGREEMENT OR ANY DOCUMENTS RELATING THERETO AS
THEY OR ANY DULY AUTHORIZED COMMITTEE OF THEM
AND AUTHORIZE THE DIRECTORS OF THE COMPANY OR
ANY DULY AUTHORIZED COMMITTEE OF THE BOARD TO
DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS
ON BEHALF OF THE COMPANY AND ANY OF ITS SUBSIDIARIES
AS THEY MAY, IN THEIR ABSOLUTE DISCRETION, CONSIDER
NECESSARY EXPEDIENT FOR THE PURPOSE OF GIVING
EFFECT TO THE DEMERGER
S.3 APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For *Management Position Unknown
PASSING OF RESOLUTIONS 1 AND 2 AS SPECIFIED;
THE PAYMENT OF THE DEMERGER DIVIDEND BY THE COMPANY
IN ACCORDANCE WITH THE TERMS AS SPECIFIED AND
ADMISSION OF THE NEW ORDINARY SHARES TO THE OFFICIAL
LIST OF THE FINANCIAL SERVICES AUTHORITY AND
TO TRADING ON THE LONDON STOCK EXCHANGE PLC AND
THE JSE LIMITED BECOMING EFFECTIVE: AUTHORIZE
THE COMPANY ALL THE ORDINARY SHARES OF USD 0.50
EACH IN THE CAPITAL OF THE COMPANY AS SPECIFIED
IN 02 JUL 2007 OR SUCH OTHER TIME AS THE DIRECTORS
MAY DETERMINE, WHETHER ISSUED OR UNISSUED, SHALL
BE SUB-DIVIDED INTO NEW ORDINARY SHARES OF 50/91
US CENTS EACH IN THE CAPITAL OF THE COMPANY (THE
INTERMEDIATE SHARES ); ALL INTERMEDIATE SHARES
THAT ARE UNISSUED SHALL BE CONSOLIDATED INTO
NEW ORDINARY SHARES OF 54 86/91 US CENTS EACH
IN THE CAPITAL OF THE COMPANY THE UNISSUED NEW
ORDINARY SHARES ), PROVIDED THAT WHERE SUCH CONSOLIDATION
WOULD OTHERWISE RESULT IN A FRACTION OF AN UNISSUED
NEW ORDINARY SHARE, THAT NUMBER OF INTERMEDIATE
SHARES WHICH WOULD OTHERWISE CONSTITUTE SUCH
FRACTION SHALL BE CANCELLED PURSUANT TO SECTION
121(2)(E) OF THE COMPANIES ACT 1985 THE ACT
; AND ALL INTERMEDIATE SHARES THAT ARE IN ISSUE
SHALL BE CONSOLIDATED INTO NEW ORDINARY SHARES
OF 54 86/91 US CENTS EACH IN THE CAPITAL OF THE
COMPANY (THE NEW ORDINARY SHARES ), PROVIDED
THAT, WHERE SUCH CONSOLIDATION RESULTS IN ANY
MEMBER BEING ENTITLED TO A FRACTION OF A NEW
ORDINARY SHARE, SUCH FRACTION SHALL, SO FAR AS
POSSIBLE, BE AGGREGATED WITH THE FRACTIONS OF
A NEW ORDINARY SHARE TO WHICH OTHER MEMBERS OF
THE COMPANY MAY BE ENTITLED AND AUTHORIZE THE
DIRECTORS TO SELL (OR APPOINT ANY OTHER PERSON
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 97 of 116
TO SELL) TO ANY PERSON, ON BEHALF OF THE RELEVANT
MEMBERS, ALL THE NEW ORDINARY SHARES REPRESENTING
SUCH FRACTIONS AT THE BEST PRICE REASONABLY OBTAINABLE
TO ANY PERSON, AND TO DISTRIBUTE THE PROCEEDS
OF SALE (NET OF EXPENSES) IN DUE PROPORTION AMONG
THE RELEVANT MEMBERS ENTITLED THERETO (SAVE THAT
ANY FRACTION OF A PENNY OR CENT (AS THE CASE
MAY REQUIRE) WHICH WOULD OTHERWISE BE PAYABLE
SHALL BE ROUNDED UP OR DOWN IN ACCORDANCE WITH
THE USUAL PRACTICE OF THE REGISTRAR OF THE COMPANY)
AND THAT ANY DIRECTOR (OR ANY PERSON APPOINTED
BY THE DIRECTORS) TO EXECUTE AN INSTRUMENT OF
TRANSFER IN RESPECT OF SUCH SHARES ON BEHALF
OF THE RELEVANT MEMBERS AND TO DO ALL ACTS AND
THINGS THE DIRECTORS CONSIDER NECESSARY OR EXPEDIENT
TO EFFECT THE TRANSFER OF SUCH SHARES TO, OR
IN ACCORDANCE WITH THE DIRECTIONS OF, ANY BUYER
OF SUCH SHARES
S.4 APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For *Management Position Unknown
PASSING OF RESOLUTIONS 2 AND 5 AS SPECIFIED,
SUCH RESOLUTION BECOMING UNCONDITIONAL AND THE
PAYMENT OF THE DEMERGER DIVIDEND, THE SHARE CONSOLIDATION
OF MONDI PLC BY SPECIAL RESOLUTION OF THE THEN
SHAREHOLDERS OF MONDI PLC ON 28 MAY 2007, A PRINT
OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND
FOR THE PURPOSE OF IDENTIFICATION SIGNED BY THE
CHAIRMAN THEREOF, IN ITS ORIGINAL FORM OR WITH
ANY MODIFICATION, PURSUANT TO WHICH THE NOMINAL
VALUE OF EACH ORDINARY SHARE OF GBP 2 EACH IN
MONDI PLC IN ISSUE FOLLOWING PAYMENT OF THE DEMERGER
DIVIDEND ( MONDI PLC ORDINARY SHARES ) IS TO
BE REDUCED FROM GBP 2.00 TO GBP 0.05, AND THE
PAID UP CAPITAL OF MONDI PLC CANCELLED TO THE
EXTENT OF GBP 1.95 ON EACH OF THE MONDI PLC ORDINARY
SHARES FOR THE PURPOSES OF ENABLING MONDI PLC
TO TRANSFER THE ORDINARY HARES OF ZAR 0.20 EACH
OF MONDI LIMITED ( MONDI LIMITED ORDINARY SHARES
) TO THE ANGLO AMERICAN SHAREHOLDERS ON THE BASIS
OF 1 MONDI LIMITED ORDINARY SHARE FOR EVERY 10
MONDI PLC ORDINARY SHARES HELD (ON THE BASIS
THAT, WHERE SUCH TRANSFER WOULD RESULT IN ANY
MEMBER OF MONDI PLC BEING ENTITLED TO A FRACTION
OF SUCH MONDI LIMITED ORDINARY HARE, SUCH FRACTION
WILL, AS FAR AS POSSIBLE, BE AGGREGATED WITH
FRACTIONS OF SUCH MONDI LIMITED ORDINARY SHARES
TO WHICH OTHER MEMBERS OF MONDI PLC MAY BE ENTITLED
AND SOLD IN THE RELEVANT OPEN MARKET AS SOON
AS PRACTICABLE AT THE BEST PRICE REASONABLY OBTAINABLE
ON THE BASIS AS SPECIFIED, TO PAY ANY SOUTH AFRICAN
STAMP DUTY OR SOUTH AFRICAN UNCERTIFICATED SECURITIES
TAX PAYABLE IN RESPECT OF SUCH TRANSFER AND PROVIDING
MONDI PLC WITH APPROXIMATELY GBP 2.1 BILLION
OF DISTRIBUTABLE RESERVES TO FACILITATE THE ESTABLISHMENT
AND OPERATION OF THE DLC STRUCTURE AND TO ENABLE
MONDI PLC TO PAY DIVIDENDS IN THE FUTURE
S.5 APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For *Management Position Unknown
PASSING OF RESOLUTIONS 2 AND 4 AND IN THE CASE
OF RESOLUTION 2, SUCH RESOLUTION BECOMING UNCONDITIONAL
AND THE PAYMENT OF THE DEMERGER DIVIDEND, THE
SHARE CONSOLIDATION OF MONDI PLC BY SPECIAL RESOLUTION
OF THE THEN SHAREHOLDERS OF MONDI PLC ON 28 MAY
2007, A PRINT OF WHICH HAS BEEN PRODUCED TO THIS
MEETING AND FOR THE PURPOSES OF IDENTIFICATION
SIGNED BY THE CHAIRMAN THEREOF, IN ITS ORIGINAL
FORM OR WITH ANY MODIFICATION, PURSUANT TO WHICH
ALL OF THE MONDI PLC ORDINARY SHARES IMMEDIATELY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 98 of 116
AFTER GIVING EFFECT TO THE REDUCTION OF CAPITAL
AS SPECIFIED ARE TO BE CONSOLIDATED INTO NEW
ORDINARY SHARES OF GBP 0.20 EACH IN THE CAPITAL
OF MONDI PLC AS SPECIFIED, AND EACH AUTHORIZED
BUT UNISSUED ORDINARY SHARE OF GBP 2.00 EACH
AND EACH SPECIAL CONVERTING SHARE OF GBP 2.00
EACH IN THE CAPITAL OF MONDI PLC IS TO BE SUBDIVIDED
INTO 10 SHARES OF GBP 0.20 EACH OF THE RELEVANT
CLASS
S.6 AUTHORIZE THE COMPANY, SUBJECT TO AND CONDITIONAL Management For *Management Position Unknown
UPON RESOLUTION 3, FOR THE PURPOSE OF SECTION
166 OF THE ACT, TO MAKE MARKET PURCHASES SECTION
163(3) OF UP TO 134,544,000 NEW ORDINARY SHARES,
AT A MINIMUM PRICE OF 54 86/91 US CENTS AND UP
TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS
5 BUSINESS DAYS AND THE AMOUNT STIPULATED BY
ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION
REGULATIONS 2003; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY HELD
ON 2008; 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
- ------------------------------------------------------------------------------------------------------------------------------------
THE SHIZUOKA BANK,LTD. AGM MEETING DATE: 06/26/2007
ISSUER: J74444100 ISIN: JP3351200005
SEDOL: 6805328, B05PMZ8, 5861310
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS ANNOUNCEMENT IS BEING PROVIDED 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 RETAINED EARNINGS Management For *Management Position Unknown
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
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. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5. APPROVE RETIREMENT ALLOWANCE FOR RETIRING DIRECTORS, Management For *Management Position Unknown
AND PAYMENT OF ACCRUED BENEFITS ASSOCIATED WITH
ABOLITION OF RETIREMENT BENEFIT SYSTEM FOR CURRENT
CORPORATE OFFICERS
8. APPROVE DETAILS OF COMPENSATION AS STOCK OPTIONS Other For *Management Position Unknown
FOR DIRECTORS
6. APPROVE PAYMENT OF BONUSES TO CORPORATE OFFICERS Management For *Management Position Unknown
7. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown
OFFICERS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 99 of 116
- ------------------------------------------------------------------------------------------------------------------------------------
ALTADIS SA AGM MEETING DATE: 06/27/2007
ISSUER: E0432C106 ISIN: ES0177040013
SEDOL: B02T9V8, 5843114, B0YLW13, 5444012, 5860652
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 JUN 2007. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
1. APPROVE AND ADOPT THE ANNUAL ACCOUNTS, BALANCE Management For *Management Position Unknown
SHEET, PROFIT AND LOSS ACCOUNTAND NOTES TO THE
ACCOUNT AND MANAGEMENT REPORT OF ALTADIS, SOCIEDAD
A NONIMA AND ITS CONSOLIDATED GROUP, AS WELL
AS THE PROPOSED APPLICATION OF PROFITS AND DIVIDEND
DISTRIBUTION, ALL OF THE FOREGOING WITH REFERENCE
TO THE FY 2006
2. RE-APPOINT MR. JEAN PIERRE TIROUFLET AS A DIRECTOR Management For *Management Position Unknown
3. RE-APPOINT OR APPOINT THE AUDITORS OF THE COMPANY Management For *Management Position Unknown
AND ITS CONSOLIDATED GROUP FOR THE FY 2007
4. APPROVE THE CAPITAL REDUCTION THROUGH AMORTIZATION Management For *Management Position Unknown
OF OWN SHARES, RESTATING THE ARTICLE CORRESPONDING
TO THE CORPORATE CAPITAL OF THE ARTICLES OF ASSOCIATION
5. AMEND THE ARTICLES 8, ABOUT CONVENING NOTICES, Management For *Management Position Unknown
14, ABOUT PROXY AND REPRESENTATION AND 22, ABOUT
VOTING OF PROPOSALS OF THE GENERAL MEETING REGULATIONS,
IN ORDER TO BRING THEM INTO LINE WITH THE UNIFIED
CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES
APPROVED BY THE SPANISH SECURITIES EXCHANGE COMMISSION,
COMISION NACIONAL DEL MERCADO DE VALORES, CNMV,
IN 2006
7. AUTHORIZE THE BOARD FOR THE EXECUTION, CONSTRUCTION, Management For *Management Position Unknown
RECTIFICATION AND IMPLEMENTATION OF THE RESOLUTIONS
ADOPTED BY THE GENERAL MEETING OF SHAREHOLDERS
6. GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
CARRY OUT THE DERIVATIVE ACQUISITION OF OWN SHARES,
EITHER DIRECTLY OR VIA AFFILIATED COMPANIES,
WITHIN THE LEGAL LIMITS AND REQUIREMENTS, FOR
AN 18 MONTH PERIOD, AS WELL AS TO DISPOSE OF
THE BOUGHT BACK SHARES OR TO APPLY THEM TO THE
REMUNERATION PROGRAMS PROVIDED BY SECTION 75
OF THE SPANISH LIMITED COMPANIES ACT, LEY DE
SOCIEDADES ANONIMAS
- ------------------------------------------------------------------------------------------------------------------------------------
SECOM CO.,LTD. AGM MEETING DATE: 06/27/2007
ISSUER: J69972107 ISIN: JP3421800008
SEDOL: B018RR8, 5798504, 6791591, B1CDZW0
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 100 of 116
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2.1 APPOINT A DIRECTOR Management For *Management Position Unknown
2.2 APPOINT A DIRECTOR Management For *Management Position Unknown
2.3 APPOINT A DIRECTOR Management For *Management Position Unknown
2.4 APPOINT A DIRECTOR Management For *Management Position Unknown
2.5 APPOINT A DIRECTOR Management For *Management Position Unknown
2.6 APPOINT A DIRECTOR Management For *Management Position Unknown
2.7 APPOINT A DIRECTOR Management For *Management Position Unknown
2.8 APPOINT A DIRECTOR Management For *Management Position Unknown
2.9 APPOINT A DIRECTOR Management For *Management Position Unknown
2.10 APPOINT A DIRECTOR Management For *Management Position Unknown
2.11 APPOINT A DIRECTOR Management For *Management Position Unknown
2.12 APPOINT A DIRECTOR Management For *Management Position Unknown
3.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.4 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
AJINOMOTO CO.,INC. AGM MEETING DATE: 06/28/2007
ISSUER: J00882126 ISIN: JP3119600009
SEDOL: 5573392, B03NQ52, 6010906
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2 APPROVE PAYMENT OF BONUSES TO DIRECTORS AND CORPORATE Management For *Management Position Unknown
AUDITORS
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
3.12 APPOINT A DIRECTOR Management For *Management Position Unknown
3.13 APPOINT A DIRECTOR Management For *Management Position Unknown
4 AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown
AND CORPORATE AUDITORS
5 APPROVE FINAL PAYMENT ASSOCIATED WITH ABOLITION Other For *Management Position Unknown
OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS AND
AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
ALTADIS SA OGM MEETING DATE: 06/28/2007
ISSUER: E0432C106 ISIN: ES0177040013
SEDOL: B02T9V8, 5843114, B0YLW13, 5444012, 5860652
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 101 of 116
CONCERNING ALTADIS, S.A. CAN ALSO BE VIEWED ON
THE COMPANY S WEBSITE: HTTP://WWW.ALTADIS.COM/EN/INDEX.PHP
* PLEASE NOTE THAT THE FIRST CALL FOR THE MEETING Non-Voting *Management Position Unknown
IS 27 JUN 2007, BUT THE MEETING IS GOING TO BE
HELD ON SECOND CONVOCATION DATE I.E. 28 JUN 2007.
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. EXAMINATION AND APPROVAL, IF APPROPRIATE, OF Management For *Management Position Unknown
THE ANNUAL ACCOUNTS BALANCE SHEET, PROFIT AND
LOSS STATEMENT AND REPORT AND MANAGEMENT REPORT,
AS WELL AS THE MANAGEMENT EFFECTED BY THE BOARD
OF DIRECTORS OF ALTADIS, S.A. AND ITS CONSOLIDATED
GROUP FOR THE 2006 FINANCIAL YEAR, AND THE PROPOSAL
FOR ALLOCATION OF PROFITS AND THE DISTRIBUTION
OF DIVIDENDS. TO APPROVE THE ANNUAL ACCOUNTS
BALANCE SHEET, PROFIT AND LOSS STATEMENT AND
REPORT AND MANAGEMENT REPORT FOR THE FINANCIAL
YEAR ENDING ON DECEMBER 31ST, 2006, FOR THE COMPANY
AND ITS CONSOLIDATED GROUP, TO APPROVE CORPORATE
MANAGEMENT AND PAYMENT TO DIRECTORS, IN ACCORDANCE
WITH EPIGRAPH 19 OF THE REPORT, AND TO RESOLVE
ON THE ALLOCATION OF PROFITS, CONSISTING OF THE
PAYMENT OF A DIVIDEND OF 1,10 EUROS PER SHARE
CHARGED TO PROFITS FOR THE YEAR 312.506 THOUSAND
EUROS. THE REMAINING AMOUNT SHALL BE ALLOCATED
TO THE VOLUNTARY RESERVES OF ALTADIS, S.A. THE
RESOLUTION OF THE BOARD OF DIRECTORS DATED FEBRUARY
21ST, 2007, FOR THE PAYMENT OF AN INTERIM DIVIDEND
OF 0.50 EUROS PER SHARE IS RATIFIED, AND A COMPLEMENTARY
DIVIDEND OF 0.60 EUROS PER SHARE, TO BE PAID
ON JULY 9, 2007, IS PROPOSED. TOTAL DIVIDEND
PAYMENTS FOR THE FINANCIAL YEAR WILL THEREFORE
BE 1,10 EUROS PER SHARE
2. RE-ELECTION OF THE DIRECTOR MR. JEAN-PIERRE TIROUFLET. Management For *Management Position Unknown
AT THE PROPOSAL OF THEBOARD OF DIRECTORS AND
SUBJECT TO A FAVORABLE REPORT FROM THE STRATEGY,
ETHICS AND GOOD GOVERNANCE COMMITTEE, THE GENERAL
MEETING OF SHAREHOLDERS HAS ADOPTED THE AGREEMENT
TO RE-ELECT THE DIRECTOR MR. JEAN PIERRE TIROUFLET
FOR A MAXIMUM STATUTORY PERIOD OF FIVE YEARS
IN ACCORDANCE WITH ARTICLE 126 OF THE CORPORATIONS
ACT AND ARTICLE 33 OF THE ARTICLES OF ASSOCIATION.
BEING PRESENT IN THE MEETING, THE RE-ELECTED
DIRECTOR EXPRESSLY ACCEPTS HIS APPOINTMENT AND
DECLARES THAT HE IS NOT INVOLVED IN CURRENT LEGAL
PROCEEDINGS THAT WOULD AFFECT HIM HOLDING THE
POST, IN ACCORDANCE WITH EXISTING REGULATIONS.
MR. TIROUFLET HAS BEEN, AND WILL CONTINUE TO
BE, AN INDEPENDENT DIRECTOR. IN ACCORDANCE WITH
THE PROVISIONS IN ARTICLE 146 OF THE BUSINESS
REGISTER REGULATIONS, IT IS EXPRESSLY STATED
THAT, HAVING BEEN RE-ELECTED AS DIRECTOR, HE
WILL CONTINUE TO FULFIL THE DUTIES HE WAS PERFORMING
BEFOREHAND ON THE BOARD OF DIRECTORS AND ITS
COMMITTEES
3. APPOINTMENT OR REAPPOINTMENT OF THE ACCOUNTS Management For *Management Position Unknown
AUDITOR FOR ALTADIS, S.A. AND ITS CONSOLIDATED
GROUP FOR THE 2007 FINANCIAL YEAR. IT IS PROPOSED
TO REAPPOINT THE COMPANY DELOITTE, S.L. AS
ACCOUNTS AUDITOR FOR THE COMPANY AND ITS CONSOLIDATED
GROUP TO UNDERTAKE THE AUDIT WORK FOR THE 2007
FINANCIAL YEAR, EMPOWERING THE BOARD OF DIRECTORS,
WHICH TO THIS EFFECT MAY DELEGATE TO THE AUDIT
AND CONTROL COMMITTEE, TO ENTER INTO THE RELEVANT
SERVICE PROVISION AGREEMENT, BASED ON PAYMENT
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 102 of 116
FOR THE PREVIOUS FINANCIAL YEAR, WITH THE CLAUSES
AND CONDITIONS IT DEEMS APPROPRIATE, AS WELL
AS TO MAKE THE MODIFICATIONS IN SUCH AGREEMENT
AS MAY BE RELEVANT PURSUANT TO THE LEGISLATION
IN EFFECT AT EACH MOMENT
4. REDUCTION OF COMPANY SHARE CAPITAL THROUGH THE Management For *Management Position Unknown
REDEMPTION OF OWN SHARES, THUSAMENDING THE WORDING
OF THE ARTICLE OF THE COMPANY BY-LAWS WHICH REFERS
TO SHARE CAPITAL. TO REDUCE COMPANY SHARE CAPITAL
BY 368,457 EUROS, THROUGH THE REDEMPTION OF 3,684,570
SHARES OF TREASURY STOCK, PREVIOUSLY ACQUIRED
PURSUANT TO AUTHORIZATION FROM THE GENERAL SHAREHOLDERS
MEETING, WITHIN THE LIMITS ESTABLISHED IN ARTICLES
75 AND SUBSEQUENT AND IN ADDITIONAL PROVISION
1, SECTION 2 OF THE PUBLIC LIMITED-LIABILITY
COMPANIES ACT. THUS, THE REFERENCE TO THE SHARE
CAPITAL FIGURE SET OUT IN ARTICLE 5 OF THE COMPANY
BYLAWS WILL BE AMENDED TO READ AS FOLLOWS: ARTICLE
5. - SHARE CAPITAL SHARE CAPITAL IS 25,243,685
EUROS AND 60 CENTS, REPRESENTED BY 252,436,856
SHARES OF 0.10 EURO NOMINAL VALUE EACH, ALL OF
THE SAME TYPE, NUMBERED FROM 1 TO 252,436,856
INCLUSIVE, FULLY SUBSCRIBED AND PAID UP. THE
AFOREMENTIONED REDUCTION SHALL BE EXECUTED WITHIN
A PERIOD OF SIX MONTHS FROM THE DATE OF THE PRESENT
RESOLUTION. THE SHARE CAPITAL REDUCTION SHALL
BE CHARGED TO RESERVES, CANCELLING THE UNAVAILABLE
RESERVE ENVISAGED IN ARTICLE 79.3 OF THE PUBLIC
LIMITED-LIABILITY COMPANIES ACT. SUCH REDUCTION
SHALL NOT INVOLVE THE REIMBURSEMENT OF CASH CONTRIBUTIONS,
GIVEN THAT THE COMPANY ITSELF IS HOLDER OF THE
REDEEMED SHARES. THEREFORE, THE PURPOSE OF THE
SAID REDUCTION SHALL BE TO AMORTIZE THE COMPANY
S OWN SHARES. IT IS PROPOSED THAT THE BOARD OF
DIRECTORS BE COMMISSIONED TO UNDERTAKE THE ADMINISTRATIVE
STEPS AND PROCESSES LEGALLY NECESSARY TO COMPLETE
AND, IF APPROPRIATE, CORRECT THE RESOLUTION ADOPTED,
AND SPECIFICALLY TO: REQUEST EXCLUSION FROM QUOTATION
OF THE AMORTIZED STOCK, DRAW UP AND, IF NECESSARY,
PUBLISH ANNOUNCEMENTS ESTABLISHED IN ARTICLE
165 OF THE PUBLIC LIMITED-LIABILITY COMPANIES
ACT; IN THE EVENT OF EXERCISE OF THE RIGHT TO
CHALLENGE BY CREDITOR HOLDERS OF THE SAME, IF
THE CASE MAY BE, TO COMPLY WITH THE REQUIREMENTS
SET OUT IN ARTICLE 166, SECTION 3, OF THE AFOREMENTIONED
ACT, AND IN GENERAL, TO ADOPT ANY RESOLUTIONS
THAT MAY BE NECESSARY AND UNDERTAKE THE ACTS
REQUIRED TO EFFECT THE SHARE CAPITAL REDUCTION
AND AMORTIZATION OF THE SHARES, WITH THE EXPRESS
POWER TO CORRECT OR SUPPLEMENT THE ABOVE RESOLUTIONS
IN THE LIGHT OF COMMENTS OR QUALIFICATIONS FROM
THE MERCANTILE REGISTRAR, GRANTING THE RELEVANT
PUBLIC DEEDS AND APPOINTING THE PERSON OR PERSONS
WHO SHALL ACT IN THE FORMALIZATION OF THE SAME.
LIKEWISE, IT IS PROPOSED THAT THE POWERS NECESSARY
TO FORMALIZE THE PRESENT RESOLUTION BE DELEGATED
TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE SECRETARY TO THE BOARD INDISTINCTLY, ENABLING
THEM TO EFFECT ALL PUBLIC AND PRIVATE DOCUMENTS
TO THIS EFFECT, AND TO SUPPLEMENT OR CORRECT
THE PRESENT RESOLUTION, AND TO PROCEED TO REGISTER
THE SAME WITH THE CORRESPONDING MERCANTILE REGISTRY
AND ALL OTHER ENTITIES WHERE REQUIRED. REPORT
FROM THE BOARD OF DIRECTORS OF ALTADIS, S.A.
IN RELATION TO THE PROPOSAL TO REDUCE THE SHARE
CAPITAL BY REDEMPTION OF TREASURY STOCK, REDRAFTING
THE ARTICLE OF THE COMPANY ARTICLES OF ASSOCIATION
RELATING TO THE SHARE CAPITAL. ARTICLE 164 OF
THE PUBLIC LIMITED COMPANIES ACT ESTABLISHES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 103 of 116
THAT THE SHARE CAPITAL REDUCTION MUST BE AGREED
BY THE GENERAL MEETING WITH THE REQUIREMENTS
OF THE MODIFICATIONS OF THE ARTICLES OF ASSOCIATION;
ON THE OTHER HAND ARTICLE 144 OF THE SAME LAW
MENTIONS, AMONGST OTHER REQUIREMENTS FOR THE
VALID ADOPTION OF THE AGREEMENT TO MODIFY THE
ARTICLES OF ASSOCIATION, THAT THE DIRECTORS FORMULATE
A WRITTEN REPORT JUSTIFYING THE MODIFICATION
PROPOSAL. THE SAID REPORT, TOGETHER WITH THE
FULL TEXT OF THE PROPOSAL MODIFICATION, MUST
BE MADE AVAILABLE TO THE SHAREHOLDERS AS SET
OUT IN THE SAID ARTICLE. THIS REPORT IS PREPARED
IN ORDER TO COMPLY WITH THE AFOREMENTIONED LEGAL
REQUIREMENT. A. JUSTIFICATION FOR THE PROPOSAL
THE BOARD OF DIRECTORS CONSIDERS THAT IT IS APPROPRIATE
TO REDUCE THE SHARE CAPITAL BY THE AMOUNT THAT
CORRESPONDS TO THE NOMINAL VALUE OF CERTAIN SHARES
IN THE TREASURY STOCK, BY THEIR REDEMPTION, IN
ORDER TO ADAPT TO THE REAL STRUCTURE OF THE COMPANY
S SHARE CAPITAL, CONCENTRATE THE CAPITAL IN THE
EXTERNAL SHAREHOLDERS AND INCREASE THE PROFIT
PER COMPANY SHARE. ON THE BASIS OF THE ABOVE
PREMISE, IT IS PROPOSED TO THE GENERAL MEETING
OF SHAREHOLDERS TO REDUCE THE SHARE CAPITAL BY
368,457 EUROS BY REDEEMING 3,684,570 OWNED SHARES
IN THE TREASURY STOCK WHICH CORRESPONDS TO APPROXIMATELY
1,43% OF THE COMPANY S CURRENT SHARE CAPITAL.
B. AGREEMENT PROPOSAL TO REDUCE THE SHARE CAPITAL
BY REDEMPTION OF TREASURY STOCK, REDRAFTING THE
ARTICLE OF THE COMPANY ARTICLES OF ASSOCIATION
RELATING TO THE SHARE CAPITAL THE AGREEMENT THAT
THE BOARD OF DIRECTORS PROPOSES FOR THE APPROVAL
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
IN RELATION TO THIS ISSUES IS AS FOLLOWS: REDUCE
THE COMPANY S SHARE CAPITAL BY THE AMOUNT OF
368,457 EUROS, BY REDEEMING THE 3,684,570 OWNED
SHARES IN THE TREASURY STOCK, WHICH WERE PREVIOUSLY
ACQUIRED ON THE BASIS OF THE AUTHORIZATION AT
THE TIME BY THE GENERAL MEETING OF SHAREHOLDERS,
WITHIN THE LIMITS SET OUT IN ARTICLES 75 AND
BELOW AND IN THE 1ST ADDITIONAL REGULATION, SECTION
2, OF THE PUBLIC LIMITED COMPANIES ACT. AS A
RESULT, ARTICLE 5 OF THE COMPANY ARTICLES OF
ASSOCIATION IS MODIFIED IN RELATION TO THE AMOUNT
OF THE SHARE CAPITAL, WHICH SHALL BE DRAFTED
AS FOLLOWS: ARTICLE 5. - SHARE CAPITAL: SHARE
CAPITAL IS 25,243,685 EUROS AND 60 CENTS, REPRESENTED
BY 252,436,856 SHARES OF 0.10 EURO NOMINAL VALUE
EACH, ALL OF THE SAME TYPE, NUMBERED FROM 1 TO
252,436,856 INCLUSIVE, FULLY SUBSCRIBED AND PAID
UP . THE REDUCTION WILL BE EXECUTED IN A MAXIMUM
PERIOD OF SIX MONTHS FROM THE DATE OF THIS AGREEMENT.
THE CAPITAL REDUCTION IS DONE CHARGED TO THE
RESERVES, CANCELLING THE UNAVAILABLE RESERVE
REFERRED TO IN ARTICLE 79.3 OF THE PUBLIC LIMITED
COMPANIES ACT. THE REDUCTION WILL NOT INVOLVE
THE REFUND OF INVESTMENTS AS IT IS THE COMPANY
ITSELF THAT OWNS THE REDEEMED SHARES. AS SUCH,
THE PURPOSE OF THE REDUCTION SHALL BE TO REDEEM
THE TREASURY STOCK. IT IS PROPOSED TO DELEGATE
TO THE BOARD OF DIRECTORS THE PERFORMANCE OF
ALL STEPS AND ACTIONS THAT ARE NECESSARY IN ACCORDANCE
WITH THE ACT IN ORDER TO COMPLETE AND IF APPROPRIATE
CORRECT THAT ADOPTED HEREIN AND, IN PARTICULAR,
SO THAT IT CAN: REQUEST THE QUOTING OF THE REDEEMED
SHARES, IN THE MANNER ESTABLISHED BY THE APPLICABLE
REGULATIONS; DRAFT AND PUBLISH, IF APPLICABLE,
THE ANNOUNCEMENTS REFERRED TO IN ARTICLE 165
OF THE PUBLIC LIMITED COMPANIES ACT; IN THE CASE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 104 of 116
OF THE EXERCISE OF THE RIGHT TO OPPOSE BY ANY
OF THE CREDITORS HOLDING THE SAME, IF APPLICABLE,
TO COMPLY WITH THE REQUIREMENTS ESTABLISHED IN
ARTICLE 166, SECTION 3, OF THE SAID ACT, AND
IN GENERAL, ADOPT AS MANY AGREEMENTS AS NECESSARY
AND DO ALL ACTS THAT ARE NECESSARY FOR THE REDUCTION
OF THE CAPITAL AND SHARE REDEMPTION, WITH THE
EXPRESS AUTHORIZATION TO CORRECT AND COMPLEMENT
THE ABOVE AGREEMENTS IN LIGHT OF THE VERBAL OR
WRITTEN CLASSIFICATION FROM THE TRADE REGISTRAR,
GRANTING THE CORRESPONDING PUBLIC DEED(S), AND
APPOINTING THE PERSON WHO WILL ACT IN THEIR FORMALIZATION.
IT IS ALSO PROPOSED TO DELEGATE TO BOTH THE CHAIRMAN
AND TO THE SECRETARY OF THE BOARD OF DIRECTORS
THE POWERS NECESSARY IN ORDER TO FORMALIZE THIS
AGREEMENT, BEING ABLE FOR SUCH PURPOSE TO GRANT
ALL KINDS OF PUBLIC OR PRIVATE DOCUMENTS, EVEN
THOSE TO COMPLETE OR CORRECT THIS AGREEMENT,
AND TO PROCEED TO ENTER IT IN THE CORRESPONDING
TRADE REGISTRY AND IN THE OTHER ENTITIES AS APPROPRIATE
5. PARTIAL ALTERATION OF ARTICLES 8 (OFFICIAL CALL), Management For *Management Position Unknown
14 (DELEGATION AND REPRESENTATION) AND 22 (VOTING
ON PROPOSED RESOLUTIONS) OF THE REGULATIONS OF
THE GENERAL MEETING FOR THEIR ADAPTATION TO THE
UNIFIED CODE OF GOOD GOVERNANCE OF LISTED COMPANIES
APPROVED BY THE CNMV (SPANISH NATIONAL SECURITIES
MARKET COMMISSION) IN 2006. ALTERATION OF THE
FOLLOWING ARTICLES OF THE REGULATIONS OF THE
ALTADIS, S.A. GENERAL MEETING HAS BEEN PROPOSED
FOR THEIR ADAPTATION TO THE NEW UNIFIED CODE
OF GOOD GOVERNANCE OF LISTED COMPANIES APPROVED
BY THE COMMISSION NACIONAL DEL MERCADO DE VALORES
IN 2006: ARTICLE 8 OFFICIAL CALL, WHICH HAS THE
NEW SECTION 8.3 ADDED; ARTICLE 14 (DELEGATION
AND REPRESENTATION), WHICH HAS THE NEW SECTION
14.5 ADDED; AND ARTICLE 22 VOTING ON PROPOSED
RESOLUTIONS, WHICH HAS ADDED A NEW PARAGRAPH
TO SECTION 22.2. THE REST OF THE SECTIONS OF
EACH OF THE ARTICLES REMAIN UNALTERED. ALTERATION
OF THE ARTICLES STATED IS PREVIOUSLY AGREED THROUGH
A WRITTEN REPORT FROM THE DIRECTORS, EXPLAINING
THEIR ALTERATION, AND AFTER THE PROPOSAL OF THE
STRATEGY, ETHICS AND GOOD GOVERNANCE COMMITTEE.
ALTERED ARTICLES WILL BE WORDED LITERALLY ALTERATIONS
ARE UNDERLINED: ARTICLE 8. OFFICIAL CALL 8.1.
THE GENERAL SHAREHOLDERS MEETINGS, WHETHER ORDINARY
OR EXTRAORDINARY, SHALL BE CALLED BY THE BOARD
OF DIRECTORS. 8.2. THE BOARD OF DIRECTORS MAY
CALL THE GENERAL SHAREHOLDERS MEETING WHENEVER
IT DEEMS APPROPRIATE OR NECESSARY FOR THE COMPANY
S INTERESTS, BUT IS OBLIGED, NONETHELESS, TO
CALL THE ORDINARY GENERAL SHAREHOLDERS MEETING
WITHIN THE FIRST SIX MONTHS OF EACH FISCAL YEAR
AND TO CALL THE EXTRAORDINARY GENERAL SHAREHOLDERS
MEETING WHEN SO REQUESTED IN WRITING BY SHAREHOLDERS
HOLDING A MINIMUM OF FIVE PERCENT OF THE COMPANY
SHARE CAPITAL. SUCH REQUEST SHALL INCLUDE THE
MATTERS TO BE DELIBERATED AT THE MEETING TO BE
CALLED. IN THIS CASE, THE GENERAL SHAREHOLDERS
MEETING SHALL BE HELD WITHIN THE THIRTY DAYS
FOLLOWING THE DATE ON WHICH NOTIFICATION BY NOTARY
OF THE CALL IS RECEIVED, INCLUDING NECESSARILY
THE PROPOSED AGENDA, OR THE MATTERS THAT GAVE
RISE TO SUCH REQUEST. 8.3.THOSE MATTERS WHICH
ARE SIGNIFICANTLY INDEPENDENT, SUCH AS THE APPOINTMENT,
RE-ELECTION OR RATIFICATION OF EACH BOARD MEMBER
OR, IN THE CASE OF AMENDMENT OF THE COMPANY BY-LAWS,
EACH ARTICLE OR GROUP OF INDEPENDENT ARTICLES,
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 105 of 116
SHALL BE INCLUDED SEPARATELY ON THE AGENDA AND
VOTED ON INDIVIDUALLY. ARTICLE 14. DELEGATION
AND REPRESENTATION 14.1 ALL SHAREHOLDERS SHALL
BE ENTITLED TO BE REPRESENTED AT THE GENERAL
SHAREHOLDERS MEETING BY ANOTHER SHAREHOLDER WITH
THE RIGHT TO ATTEND. SUCH REPRESENTATION SHALL
BE SPECIFIC FOR EACH MEETING, EXPRESSED THROUGH
THE DELEGATION FORM PRINTED ON THE ATTENDANCE
CARD OR THROUGH ANY OTHER MEANS ACCEPTED BY LAW,
WITHOUT PREJUDICE TO THE PROVISIONS OF ARTICLE
108 OF THE JOINT STOCK COMPANIES ACT WITH RESPECT
TO FAMILY REPRESENTATION AND THE CONFERRING OF
GENERAL POWERS. SUCH DOCUMENTS OF DELEGATION
OR REPRESENTATION FOR THE GENERAL SHAREHOLDERS
MEETING SHALL REFLECT THE RELEVANT INSTRUCTIONS
WITH REGARDS TO THE VOTE TO BE ISSUED. SHOULD
NO EXPRESS INSTRUCTIONS BE GIVEN, IT SHALL BE
UNDERSTOOD THAT THE REPRESENTATIVE SHALL VOTE
IN FAVOUR OF THE PROPOSALS SUBMITTED BY THE BOARD
OF DIRECTORS WITH RESPECT TO THE MATTERS INCLUDED
ON THE AGENDA. SHOULD NO INSTRUCTIONS HAVE BEEN
ISSUED BECAUSE THE GENERAL SHAREHOLDERS MEETING
RESOLVES MATTERS THAT ARE NOT INCLUDED ON THE
AGENDA AND ARE THEREFORE UNKNOWN AT THE DATE
OF DELEGATION, AND SHOULD SUCH MATTERS BE PUT
TO A VOTE, THE REPRESENTATIVE SHALL VOTE AS HE/SHE
DEEMS APPROPRIATE, TAKING INTO ACCOUNT THE INTERESTS
OF THE COMPANY AND THE REPRESENTED PARTY. THE
SAME PRINCIPLE SHALL APPLY WHEN THE RELEVANT
PROPOSAL OR PROPOSALS SUBMITTED FOR DECISION
BY THE MEETING HAVE NOT BEEN PRESENTED BY THE
BOARD OF DIRECTORS. IN THE EVENT THE REPRESENTATION
OR DELEGATION DOCUMENT DOES NOT INDICATE THE
SPECIFIC INDIVIDUAL TO WHOM THE SHAREHOLDER CONFERS
REPRESENTATION, SUCH REPRESENTATION SHALL BE
CONSIDERED TO HAVE BEEN GRANTED IN FAVOUR OF
THE CHAIRMAN OF THE COMPANY BOARD OF DIRECTORS
OR WHOMEVER SUBSTITUTES THE CHAIRMAN IN PRESIDING
THE GENERAL SHAREHOLDERS MEETING. IN THE CASES
OF PUBLIC REQUESTS FOR REPRESENTATION, IN CASES
OF CONFLICT OF INTEREST THE ADMINISTRATOR TO
WHOM SUCH REPRESENTATION IS GRANTED SHALL BE
LIMITED BY THE RESTRICTIONS ON THE EXERCISE OF
VOTING RIGHTS ESTABLISHED IN ARTICLE 114 OF THE
SECURITIES MARKET ACT. IN THESE CASES, THE ADMINISTRATOR
TO WHOM SUCH REPRESENTATION WERE GRANTED MAY
APPOINT ANOTHER ADMINISTRATOR OR A THIRD PARTY
IN WHICH NO CONFLICT OF INTEREST OCURR TO THE
EFFECT THAT SUCH PERSONS EXERCISE LAWFULLY THE
AFORESAID REPRESENTATION. THE APPOINTMENT, UNLESS
ANYTHING IS EXPRESSED TO THE CONTRARY, SHALL
EXTEND TO THOSE MATTERS THAT EVEN IF NOT INDICATED
IN THE AGENDA OF CALL MAY BE, BY MINISTRY OF
LAW, RESOLVED BY THE GENERAL MEETING OF SHAREHOLDERS;
IN THESE CASES SHALL ALSO APPLY THE AFOREMENTIONED
DISPOSITIONS REGARDING THE CONFLICT OF INTEREST.
REPRESENTATION IS ALWAYS REVOCABLE. PERSONAL
ATTENDANCE BY THE REPRESENTED PARTY AT THE GENERAL
SHAREHOLDERS MEETING SHALL BE CONSIDERED AS REVOCATION
OF SUCH REPRESENTATION. 14.2. INDIVIDUAL SHAREHOLDERS
WHO ARE NOT FULLY ABLE TO ACT AND LEGAL ENTITY
SHAREHOLDERS SHALL BE REPRESENTED BY THOSE EXERCISING
THEIR REPRESENTATION IN ACCORDANCE WITH THE LAW,
WITH DUE ACCREDITATION. 14.3. IN THE CASES OF
BOTH VOLUNTARY REPRESENTATION AND LEGAL REPRESENTATION,
SHAREHOLDERS ARE ENTITLED TO ONLY ONE REPRESENTATIVE
AT THE MEETING. 14.4. THE CHAIRMAN OF THE GENERAL
SHAREHOLDERS MEETING OR, IF SO DELEGATED, THE
SECRETARY OF THE SAME, SHALL RESOLVE ALL DOUBTS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 106 of 116
WHICH MAY ARISE WITH RESPECT TO THE VALIDITY
AND EFFECTIVENESS OF THE DOCUMENTS GRANTING THE
RIGHT TO ATTEND PRESENTED BY ALL SHAREHOLDERS,
WHETHER INDIVIDUALLY OR GROUPING THEIR SHARES
WITH OTHER SHAREHOLDERS, AS WELL AS THE DELEGATION
OR REPRESENTATION IN FAVOUR OF ANOTHER PARTY,
ENDEAVOURING TO CONSIDER INVALID OR INEFFECTIVE
ONLY THOSE DOCUMENTS THAT DO NOT MEET THE MINIMUM
ESSENTIAL REQUIREMENTS, AND PROVIDED THAT SUCH
NON-FULFILMENT HAS NOT BEEN REMEDIED. 14.5. IN
PARTICULAR, FINANCIAL INTERMEDIARIES, WHO HAVE
BEEN DULY ACCREDITED TO THE COMPANY, AND WHO
ARE LEGITIMIZED AS SHAREHOLDERS IN ORDER TO ACT
ON BEHALF OF DIFFERENT CLIENTS, SHALL BE PERMITTED
TO EXERCISE SPLIT VOTES, IN ACCORDANCE WITH THE
INSTRUCTIONS OF THEIR CLIENTS. ARTICLE 22. VOTING
ON PROPOSED RESOLUTIONS. 22.1. AFTER THE SHAREHOLDERS
INTERVENTIONS AND WHEN THE REQUESTED RESPONSES
HAVE BEEN DULY PROVIDED, VOTING SHALL TAKE PLACE
ON THE RELEVANT PROPOSED RESOLUTIONS IN ACCORDANCE
WITH THE PROVISIONS OF THE PRESENT REGULATIONS.
VOTING ON EACH OF THE PROPOSED RESOLUTIONS SHALL
OCCUR FOLLOWING THE AGENDA INDICATED ON THE CALL.
SHOULD PROPOSALS NOT INCLUDED ON THE AGENDA BE
SUBMITTED FOR A VOTE, SUCH PROPOSALS SHALL BE
PUT TO VOTE AFTER THE PROPOSALS ON THE AGENDA,
UNLESS OTHERWISE INDICATED BY THE CHAIRMAN. 22.2.
AFTER A COMPLETE OR SUMMARISED READING BY THE
SECRETARY, A PROCEDURE WHICH MAY BE OMITTED WHEN
THE TEXT OF THE RELEVANT PROPOSED RESOLUTION
REGARDING THE MATTER ON THE AGENDA HAS BEEN FURNISHED
TO THE SHAREHOLDERS AT THE OPENING OF THE MEETING,
THE FIRST RESOLUTIONS PUT TO VOTE SHALL BE THOSE
PROPOSED BY THE BOARD OF DIRECTORS AND, IN THE
ABSENCE OF SUCH PROPOSALS, PROPOSALS SUBMITTED
BY OTHER BODIES WILL BE SUBMITTED TO A VOTE,
IN THE ORDER DETERMINED TO THIS EFFECT BY THE
CHAIRMAN. CONTD..
* CONTD.. WHEN A RESOLUTION HAS BEEN APPROVE RELATED Non-Voting *Management Position Unknown
TO AND INCOMPATIBLE WITH THE SAME SHALL AUTOMATICALLY
BE REJECTED WITHOUT THEIR SUBMISSION TO A VOTE,
AND SHALL BE SO DECLARED BY THE CHAIRMAN OF THE
MEETING. THOSE MATTERS WHICH ARE SIGNIFICANTLY
INDEPENDENT, SUCH AS THE APPOINTMENT, RE-ELECTION
OR RATIFICATION OF EACH BOARD MEMBER OR, IN THE
CASE OF AMENDMENT OF THE COMPANY BY-LAWS, EACH
ARTICLE OR GROUP OF INDEPENDENT ARTICLES, SHALL
BE VOTED ON SEPARATELY. 22.3. VOTING ON THE PROPOSED
RESOLUTIONS SHALL BE DETERMINED ACCORDING TO
THE FOLLOWING SYSTEM: WHEN VOTING ON RESOLUTIONS
RELATED TO MATTERS INCLUDED IN THE AGENDA OF
THE GENERAL SHAREHOLDERS MEETING, FAVOURABLE
VOTES SHALL BE CONSIDERED TO BE THOSE CORRESPONDING
TO ALL THE SHARES PRESENT OR REPRESENTED AT THE
MEETING ACCORDING TO THE ATTENDANCE LIST, EXCEPT
FOR THOSE VOTES CORRESPONDING TO THE SHARES WHOSE
OWNERS OR REPRESENTATIVES MAKE THEIR UNFAVOURABLE
VOTE, BLANK VOTE OR ABSTENTION KNOWN TO THE REPORTING
OFFICERS AND OTHER MEMBERS OF THE PANEL OR, IF
THE CASE MAY BE, TO THE NOTARY PRESENT, EITHER
IN WRITING OR BY PERSONAL STATEMENT. WHEN VOTING
ON RESOLUTIONS RELATED TO MATTERS NOT INCLUDED
IN THE AGENDA OF THE GENERAL SHAREHOLDERS MEETING,
UNFAVOURABLE VOTES SHALL BE CONSIDERED ALL THOSE
CORRESPONDING TO ALL THE SHARES PRESENT OR REPRESENTED
AT THE MEETING ACCORDING TO THE ATTENDANCE LIST,
EXCEPT FOR THOSE VOTES CORRESPONDING TO THE SHARES
WHOSE OWNERS OR REPRESENTATIVES MAKE THEIR FAVOURABLE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 107 of 116
VOTE, BLANK VOTE OR ABSTENTION KNOWN TO THE REPORTING
OFFICERS AND OTHER MEMBERS OF THE PANEL OR, IF
THE CASE MAY BE, TO THE NOTARY PRESENT, EITHER
IN WRITING OR BY PERSONAL STATEMENT. TO THE EFFECTS
OF THE PROVISIONS SET OUT IN PARAGRAPHS A) AND
B) ABOVE, FOR EACH OF THE PROPOSALS SUBMITTED
TO A VOTE, THE SHARES PRESENT OR REPRESENTED
AT THE MEETING SHALL BE CONSIDERED THOSE THAT
APPEAR ON THE ATTENDANCE LIST AFTER DEDUCTING
THOSE SHARES THAT, AS STIPULATED BY THE LEGISLATION
IN EFFECT AND IN FUNCTION OF THE PROPOSED RESOLUTION
TO BE SUBMITTED TO A VOTE, CANNOT EXERCISE THE
RELEVANT RIGHT TO VOTE. 22.4. WHATEVER THE SYSTEM
USED TO DETERMINE THE VOTE, THE GENERAL SHAREHOLDERS
MEETING PANEL OR, IN THE EVENT SUCH PANEL HAS
NOT BEEN CONSTITUTED, THE SECRETARY OF THE MEETING
SHALL VERIFY THE EXISTENCE OF A SUFFICIENT NUMBER
OF FAVOURABLE VOTES TO REACH THE NECESSARY MAJORITY
IN EACH CASE, THEREBY ALLOWING THE CHAIRMAN TO
DECLARE THE CORRESPONDING RESOLUTION APPROVED;
REPORT FROM THE BOARD OF DIRECTORS OF ALTADIS,
S.A. IN RELATION TO THE PROPOSAL TO THE GENERAL
MEETING OF SHAREHOLDERS TO PARTIALLY MODIFY ARTICLES
8 (OFFICIAL CALL), 14 (DELEGATION AND REPRESENTATION)
AND 22 (VOTING ON PROPOSED RESOLUTIONS) OF THE
REGULATIONS OF THE GENERAL MEETING, IN ORDER
TO ADAPT THEM TO THE UNIFIED CODE OF GOOD GOVERNANCE
FOR LISTED COMPANIES APPROVED BY THE NATIONAL
STOCK MARKET COMMISSION IN 2006 1. PURPOSE OF
THE REPORT IN COMPLIANCE WITH THAT STATED IN
ARTICLE 3 OF THE REGULATIONS OF THE GENERAL MEETING,
THE BOARD OF DIRECTORS OF ALTADIS, S.A. (HEREINAFTER
THE COMPANY ) FORMULATES THIS REPORT TO JUSTIFY
THE PROPOSAL TO MODIFY THE ARTICLES OF THE REGULATIONS
OF THE GENERAL MEETING OF SHAREHOLDERS WHICH
IS SUBMITTED TO THE APPROVAL OF THE GENERAL MEETING.
2. GENERAL JUSTIFICATION FOR THE PROPOSAL ALL
OF THE MODIFICATIONS THAT ARE SUBMITTED FOR THE
APPROVAL OF THE MEETING ARE AIMED AT ADAPTING
THE REGULATIONS OF THE GENERAL MEETING OF SHAREHOLDERS
TO THE UNIFIED CODE FOR GOOD GOVERNANCE PUBLISHED
BY THE NATIONAL STOCK MARKET COMMISSION AS APPENDIX
I TO THE REPORT FROM THE SPECIAL WORKING GROUP
IN GOOD GOVERNANCE FOR LISTED COMPANIES OF 19TH
MAY 2006 AND APPROVED BY AGREEMENT OF THE BOARD
OF THE NATIONAL STOCK MARKET COMMISSION ON 22ND
MAY 2006. 3. DETAILED JUSTIFICATION FOR THE PROPOSAL
THE MODIFICATIONS THAT ARE PROPOSED TO ARTICLES
8 AND 22 OF THE REGULATIONS OF THE MEETING HAVE
THE SAME OBJECTIVE, WHICH IS THAT IN THE SETTING
OF THE AGENDA AND IN THE VOTING ON THE AGREEMENT
PROPOSALS, SUBSTANTIALLY INDEPENDENT ISSUES SHALL
BE INCLUDED SEPARATELY AND VOTED INDEPENDENTLY,
LIKE THE APPOINTMENT, RE-ELECTION OR RATIFICATION
OF EACH DIRECTOR OR, IN THE CASE OF MODIFICATION
OF THE ARTICLES OF ASSOCIATION, EACH ARTICLES
OF GROUP OF ARTICLES INDEPENDENTLY. THE AIM IS
THAT THE SHAREHOLDERS KNOW, ASSESS AND VOTE SEPARATELY,
WITHOUT BEING PUT IN CLOSED LISTS , IN PARTICULAR
THE APPOINTMENT OF DIRECTORS AND THE MODIFICATION
OF THE ARTICLES OF ASSOCIATION, WHERE IT SEEMS
APPROPRIATE THAT DECISIONS CAN BE MADE INDIVIDUALLY
ON EACH DIRECTORS AND OPENLY ON THE VARIOUS ARTICLES
OF ASSOCIATION SUBMITTED FOR THEIR CONSIDERATION.
AS REGARDS FINANCIAL INTERMEDIARIES EXERCISING
THEIR VOTING RIGHTS (ARTICLE 14 OF THE REGULATIONS
OF THE BOARD) AND THE POSSIBILITY OF THEM DOING
SO IN A FRAGMENTED MANNER, ACCORDING TO THE INSTRUCTIONS
FROM THEIR CLIENTS, THE REASON FOR THE PROPOSAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 108 of 116
LIES IN THE FACT THAT MOST OF THE FOREIGN SHAREHOLDERS
INVEST IN THE SPANISH MARKET THROUGH A CHAIN
OF BROKERS WHO ACT AS BENEFICIAL OWNERS ON BEHALF
OF THE INVESTOR. IF THE VOTING RIGHT OF THE ULTIMATE
OWNER IS TO BE RESPECTED IT MUST BE ALLOWED THAT
THE FINANCIAL INTERMEDIARIES WHO ACT AS TRUSTEES
CAN VOTE IN ACCORDANCE WITH THE INSTRUCTIONS
FROM EACH OF THEIR CLIENTS; THIS WOULD OFTEN
INVOLVE THE SAME BENEFICIAL OWNER ISSUING DIFFERENT
VOTES. THIS IS A POSSIBILITY WHICH IS IN PRACTICE
ALREADY ACCEPTED ALTHOUGH NOT EXPRESSLY COVERED
EITHER IN THE ACT OR IN THE CORPORATE GOVERNANCE
RULES, UNTIL ITS INCORPORATION IN THE RECOMMENDATIONS
OF THE UNIFIED CODE. 4. FULL TEXT OF THE PROPOSAL
THE PROPOSAL THAT THE BOARD OF DIRECTORS SUBMITS
TO THE GENERAL MEETING OF SHAREHOLDERS IS AS
FOLLOWS: GOVERNANCE OF LISTED COMPANIES APPROVED
BY THE COMMISSION NACIONAL DEL MERCADO DE VALORES
IN 2006: ARTICLE 8 (OFFICIAL CALL), WHICH HAS
THE NEW SECTION 8.3 ADDED; ARTICLE 14 (DELEGATION
AND REPRESENTATION), WHICH HAS THE NEW SECTION
14.5 ADDED; AND ARTICLE 22 (VOTING ON PROPOSED
RESOLUTIONS), WHICH HAS ADDED A NEW PARAGRAPH
TO SECTION 22.2. THE REST OF THE SECTIONS OF
EACH OF THE ARTICLES REMAIN UNALTERED. ALTERATION
OF THE ARTICLES STATED IS PREVIOUSLY AGREED THROUGH
A WRITTEN REPORT FROM THE DIRECTORS, EXPLAINING
THEIR ALTERATION, AND AFTER THE PROPOSAL OF THE
STRATEGY, ETHICS AND GOOD GOVERNANCE COMMITTEE.
ALTERED ARTICLES WILL BE WORDED LITERALLY (ALTERATIONS
ARE UNDERLINED): ARTICLE 8. OFFICIAL CALL. 8.1.
THE GENERAL SHAREHOLDERS MEETINGS, WHETHER ORDINARY
OR EXTRAORDINARY, SHALL BE CALLED BY THE BOARD
OF DIRECTORS. 8.2. THE BOARD OF DIRECTORS MAY
CALL THE GENERAL SHAREHOLDERS MEETING WHENEVER
IT DEEMS APPROPRIATE OR NECESSARY FOR THE COMPANY
S INTERESTS, BUT IS OBLIGED, NONETHELESS, TO
CALL THE ORDINARY GENERAL SHAREHOLDERS MEETING
WITHIN THE FIRST SIX MONTHS OF EACH FISCAL YEAR
AND TO CALL THE EXTRAORDINARY GENERAL SHAREHOLDERS
MEETING WHEN SO REQUESTED IN WRITING BY SHAREHOLDERS
HOLDING A MINIMUM OF FIVE PERCENT OF THE COMPANY
SHARE CAPITAL. SUCH REQUEST SHALL INCLUDE THE
MATTERS TO BE DELIBERATED AT THE MEETING TO BE
CALLED. IN THIS CASE, THE GENERAL SHAREHOLDERS
MEETING SHALL BE HELD WITHIN THE THIRTY DAYS
FOLLOWING THE DATE ON WHICH NOTIFICATION BY NOTARY
OF THE CALL IS RECEIVED, INCLUDING NECESSARILY
THE PROPOSED AGENDA, OR THE MATTERS THAT GAVE
RISE TO SUCH REQUEST. CONTD..
* CONTD.. 8.3. THOSE MATTERS WHICH ARE SIGNIFICANTLY Non-Voting *Management Position Unknown
INDEPENDENT, SUCH AS THE APPOINTMENT, RE-ELECTION
OR RATIFICATION OF EACH BOARD MEMBER OR, IN THE
CASE OF AMENDMENT OF THE COMPANY BY-LAWS, EACH
ARTICLE OR GROUP OF INDEPENDENT ARTICLES, SHALL
BE INCLUDED SEPARATELY ON THE AGENDA AND VOTED
ON INDIVIDUALLY. ARTICLE 14. DELEGATION AND REPRESENTATION.
14.1 ALL SHAREHOLDERS SHALL BE ENTITLED TO BE
REPRESENTED AT THE GENERAL SHAREHOLDERS MEETING
BY ANOTHER SHAREHOLDER WITH THE RIGHT TO ATTEND.
SUCH REPRESENTATION SHALL BE SPECIFIC FOR EACH
MEETING, EXPRESSED THROUGH THE DELEGATION FORM
PRINTED ON THE ATTENDANCE CARD OR THROUGH ANY
OTHER MEANS ACCEPTED BY LAW, WITHOUT PREJUDICE
TO THE PROVISIONS OF ARTICLE 108 OF THE JOINT
STOCK COMPANIES ACT WITH RESPECT TO FAMILY REPRESENTATION
AND THE CONFERRING OF GENERAL POWERS. SUCH DOCUMENTS
OF DELEGATION OR REPRESENTATION FOR THE GENERAL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 109 of 116
SHAREHOLDERS MEETING SHALL REFLECT THE RELEVANT
INSTRUCTIONS WITH REGARDS TO THE VOTE TO BE ISSUED.
SHOULD NO EXPRESS INSTRUCTIONS BE GIVEN, IT SHALL
BE UNDERSTOOD THAT THE REPRESENTATIVE SHALL VOTE
IN FAVOUR OF THE PROPOSALS SUBMITTED BY THE BOARD
OF DIRECTORS WITH RESPECT TO THE MATTERS INCLUDED
ON THE AGENDA. SHOULD NO INSTRUCTIONS HAVE BEEN
ISSUED BECAUSE THE GENERAL SHAREHOLDERS MEETING
RESOLVES MATTERS THAT ARE NOT INCLUDED ON THE
AGENDA AND ARE THEREFORE UNKNOWN AT THE DATE
OF DELEGATION, AND SHOULD SUCH MATTERS BE PUT
TO A VOTE, THE REPRESENTATIVE SHALL VOTE AS HE/SHE
DEEMS APPROPRIATE, TAKING INTO ACCOUNT THE INTERESTS
OF THE COMPANY AND THE REPRESENTED PARTY. THE
SAME PRINCIPLE SHALL APPLY WHEN THE RELEVANT
PROPOSAL OR PROPOSALS SUBMITTED FOR DECISION
BY THE MEETING HAVE NOT BEEN PRESENTED BY THE
BOARD OF DIRECTORS. IN THE EVENT THE REPRESENTATION
OR DELEGATION DOCUMENT DOES NOT INDICATE THE
SPECIFIC INDIVIDUAL TO WHOM THE SHAREHOLDER CONFERS
REPRESENTATION, SUCH REPRESENTATION SHALL BE
CONSIDERED TO HAVE BEEN GRANTED IN FAVOUR OF
THE CHAIRMAN OF THE COMPANY BOARD OF DIRECTORS
OR WHOMEVER SUBSTITUTES THE CHAIRMAN IN PRESIDING
THE GENERAL SHAREHOLDERS MEETING. IN THE CASES
OF PUBLIC REQUESTS FOR REPRESENTATION, IN CASES
OF CONFLICT OF INTEREST THE ADMINISTRATOR TO
WHOM SUCH REPRESENTATION IS GRANTED SHALL BE
LIMITED BY THE RESTRICTIONS ON THE EXERCISE OF
VOTING RIGHTS ESTABLISHED IN ARTICLE 114 OF THE
SECURITIES MARKET ACT. IN THESE CASES, THE ADMINISTRATOR
TO WHOM SUCH REPRESENTATION WERE GRANTED MAY
APPOINT ANOTHER ADMINISTRATOR OR A THIRD PARTY
IN WHICH NO CONFLICT OF INTEREST OCURR TO THE
EFFECT THAT SUCH PERSONS EXERCISE LAWFULLY THE
AFORESAID REPRESENTATION. THE APPOINTMENT, UNLESS
ANYTHING IS EXPRESSED TO THE CONTRARY, SHALL
EXTEND TO THOSE MATTERS THAT EVEN IF NOT INDICATED
IN THE AGENDA OF CALL MAY BE, BY MINISTRY OF
LAW, RESOLVED BY THE GENERAL MEETING OF SHAREHOLDERS;
IN THESE CASES SHALL ALSO APPLY THE AFOREMENTIONED
DISPOSITIONS REGARDING THE CONFLICT OF INTEREST.
REPRESENTATION IS ALWAYS REVOCABLE. PERSONAL
ATTENDANCE BY THE REPRESENTED PARTY AT THE GENERAL
SHAREHOLDERS MEETING SHALL BE CONSIDERED AS REVOCATION
OF SUCH REPRESENTATION. 14.2. INDIVIDUAL SHAREHOLDERS
WHO ARE NOT FULLY ABLE TO ACT AND LEGAL ENTITY
SHAREHOLDERS SHALL BE REPRESENTED BY THOSE EXERCISING
THEIR REPRESENTATION IN ACCORDANCE WITH THE LAW,
WITH DUE ACCREDITATION. 14.3. IN THE CASES OF
BOTH VOLUNTARY REPRESENTATION AND LEGAL REPRESENTATION,
SHAREHOLDERS ARE ENTITLED TO ONLY ONE REPRESENTATIVE
AT THE MEETING. 14.4. THE CHAIRMAN OF THE GENERAL
SHAREHOLDERS MEETING OR, IF SO DELEGATED, THE
SECRETARY OF THE SAME, SHALL RESOLVE ALL DOUBTS
WHICH MAY ARISE WITH RESPECT TO THE VALIDITY
AND EFFECTIVENESS OF THE DOCUMENTS GRANTING THE
RIGHT TO ATTEND PRESENTED BY ALL SHAREHOLDERS,
WHETHER INDIVIDUALLY OR GROUPING THEIR SHARES
WITH OTHER SHAREHOLDERS, AS WELL AS THE DELEGATION
OR REPRESENTATION IN FAVOUR OF ANOTHER PARTY,
ENDEAVOURING TO CONSIDER INVALID OR INEFFECTIVE
ONLY THOSE DOCUMENTS THAT DO NOT MEET THE MINIMUM
ESSENTIAL REQUIREMENTS, AND PROVIDED THAT SUCH
NON-FULFILMENT HAS NOT BEEN REMEDIED. 14.5. IN
PARTICULAR, FINANCIAL INTERMEDIARIES, WHO HAVE
BEEN DULY ACCREDITED TO THE COMPANY, AND WHO
ARE LEGITIMIZED AS SHAREHOLDERS IN ORDER TO ACT
ON BEHALF OF DIFFERENT CLIENTS, SHALL BE PERMITTED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 110 of 116
TO EXERCISE SPLIT VOTES, IN ACCORDANCE WITH THE
INSTRUCTIONS OF THEIR CLIENTS. ARTICLE 22. VOTING
ON PROPOSED RESOLUTIONS 22.1. AFTER THE SHAREHOLDERS
INTERVENTIONS AND WHEN THE REQUESTED RESPONSES
HAVE BEEN DULY PROVIDED, VOTING SHALL TAKE PLACE
ON THE RELEVANT PROPOSED RESOLUTIONS IN ACCORDANCE
WITH THE PROVISIONS OF THE PRESENT REGULATIONS.
VOTING ON EACH OF THE PROPOSED RESOLUTIONS SHALL
OCCUR FOLLOWING THE AGENDA INDICATED ON THE CALL.
SHOULD PROPOSALS NOT INCLUDED ON THE AGENDA BE
SUBMITTED FOR A VOTE, SUCH PROPOSALS SHALL BE
PUT TO VOTE AFTER THE PROPOSALS ON THE AGENDA,
UNLESS OTHERWISE INDICATED BY THE CHAIRMAN. 22.2.
AFTER A COMPLETE OR SUMMARISED READING BY THE
SECRETARY, A PROCEDURE WHICH MAY BE OMITTED WHEN
THE TEXT OF THE RELEVANT PROPOSED RESOLUTION
REGARDING THE MATTER ON THE AGENDA HAS BEEN FURNISHED
TO THE SHAREHOLDERS AT THE OPENING OF THE MEETING,
THE FIRST RESOLUTIONS PUT TO VOTE SHALL BE THOSE
PROPOSED BY THE BOARD OF DIRECTORS AND, IN THE
ABSENCE OF SUCH PROPOSALS, PROPOSALS SUBMITTED
BY OTHER BODIES WILL BE SUBMITTED TO A VOTE,
IN THE ORDER DETERMINED TO THIS EFFECT BY THE
CHAIRMAN. WHEN A RESOLUTION HAS BEEN APPROVED,
ALL OTHER PROPOSALS RELATED TO AND INCOMPATIBLE
WITH THE SAME SHALL AUTOMATICALLY BE REJECTED
WITHOUT THEIR SUBMISSION TO A VOTE, AND SHALL
BE SO DECLARED BY THE CHAIRMAN OF THE MEETING.
THOSE MATTERS WHICH ARE SIGNIFICANTLY INDEPENDENT,
SUCH AS THE APPOINTMENT, RE-ELECTION OR RATIFICATION
OF EACH BOARD MEMBER OR, IN THE CASE OF AMENDMENT
OF THE COMPANY BY-LAWS, EACH ARTICLE OR GROUP
OF INDEPENDENT ARTICLES, SHALL BE VOTED ON SEPARATELY.
22.3. VOTING ON THE PROPOSED RESOLUTIONS SHALL
BE DETERMINED ACCORDING TO THE FOLLOWING SYSTEM:
WHEN VOTING ON RESOLUTIONS RELATED TO MATTERS
INCLUDED IN THE AGENDA OF THE GENERAL SHAREHOLDERS
MEETING, FAVOURABLE VOTES SHALL BE CONSIDERED
TO BE THOSE CORRESPONDING TO ALL THE SHARES PRESENT
OR REPRESENTED AT THE MEETING ACCORDING TO THE
ATTENDANCE LIST, EXCEPT FOR THOSE VOTES CORRESPONDING
TO THE SHARES WHOSE OWNERS OR REPRESENTATIVES
MAKE THEIR UNFAVOURABLE VOTE, BLANK VOTE OR ABSTENTION
KNOWN TO THE REPORTING OFFICERS AND OTHER MEMBERS
OF THE PANEL OR, IF THE CASE MAY BE, TO THE NOTARY
PRESENT, EITHER IN WRITING OR BY PERSONAL STATEMENT.
WHEN VOTING ON RESOLUTIONS RELATED TO MATTERS
NOT INCLUDED IN THE AGENDA OF THE GENERAL SHAREHOLDERS
MEETING, UNFAVOURABLE VOTES SHALL BE CONSIDERED
ALL THOSE CORRESPONDING TO ALL THE SHARES PRESENT
OR REPRESENTED AT THE MEETING ACCORDING TO THE
ATTENDANCE LIST, EXCEPT FOR THOSE VOTES CORRESPONDING
TO THE SHARES WHOSE OWNERS OR REPRESENTATIVES
MAKE THEIR FAVOURABLE VOTE, BLANK VOTE OR ABSTENTION
KNOWN TO THE REPORTING OFFICERS AND OTHER MEMBERS
OF THE PANEL OR, IF THE CASE MAY BE, TO THE NOTARY
PRESENT, EITHER IN WRITING OR BY PERSONAL STATEMENT.
TO THE EFFECTS OF THE PROVISIONS SET OUT IN PARAGRAPHS
A) AND B) ABOVE, FOR EACH OF THE PROPOSALS SUBMITTED
TO A VOTE, THE SHARES PRESENT OR REPRESENTED
AT THE MEETING SHALL BE CONSIDERED THOSE THAT
APPEAR ON THE ATTENDANCE LIST AFTER DEDUCTING
THOSE SHARES THAT, AS STIPULATED BY THE LEGISLATION
IN EFFECT AND IN FUNCTION OF THE PROPOSED RESOLUTION
TO BE SUBMITTED TO A VOTE, CANNOT EXERCISE THE
RELEVANT RIGHT TO VOTE. CONTD..
* CONTD..22.4. WHATEVER THE SYSTEM USED TO DETERMINE Non-Voting *Management Position Unknown
THE VOTE, THE GENERAL SHAREHOLDERS MEETING PANEL
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 111 of 116
OR, IN THE EVENT SUCH PANEL HAS NOT BEEN CONSTITUTED,
THE SECRETARY OF THE MEETING SHALL VERIFY THE
EXISTENCE OF A SUFFICIENT NUMBER OF FAVOURABLE
VOTES TO REACH THE NECESSARY MAJORITY IN EACH
CASE, THEREBY ALLOWING THE CHAIRMAN TO DECLARE
THE CORRESPONDING RESOLUTION APPROVED.
6. AUTHORISATION TO THE BOARD OF DIRECTORS FOR THE Management For *Management Position Unknown
DERIVATIVE ACQUISITION OF OWNSHARES, EITHER DIRECTLY
OR THROUGH GROUP AFFILIATES, WITHIN THE LEGAL
LIMITS AND REQUIREMENTS, FOR A MAXIMUM TERM OF
EIGHTEEN MONTHS, AS WELL AS AUTHORISATION FOR
THEIR TRANSFER AND/OR THE APPLICATION OF THE
REMUNERATION SYSTEMS ENVISAGED IN ARTICLE 75
OF THE PUBLIC LIMITED-LIABILITY COMPANIES ACT.
IT IS PROPOSED TO EXPRESSLY AUTHORISE THE BOARD
OF DIRECTORS, IN ACCORDANCE WITH THE PROVISIONS
ESTABLISHED IN ARTICLE 75 OF THE REVISED TEXT
OF THE PUBLIC LIMITED-LIABILITY COMPANIES ACT
CURRENTLY IN EFFECT, TO EFFECT THE DERIVATIVE
ACQUISITION OF ALTADIS, S.A. SHARES, EITHER DIRECTLY
BY THE COMPANY OR INDIRECTLY THROUGH AFFILIATE
COMPANIES, UP TO A SHARE CEILING THAT REPRESENTS
5% OF THE COMPANY SHARE CAPITAL, AT A PRICE AND
COMPENSATION VALUE THAT SHALL NOT BE LESS THAT
THE PAR VALUE OF THE SHARES, NOR EXCEED THE LISTED
SHARE PRICE. THE ACQUISITION FOR WHICH AUTHORISATION
IS REQUESTED MAY BE EFFECTED BY MEANS OF SALE-PURCHASE,
SWAP, DONATION OR AWARD OR AS APPROPRIATION FOR
PAYMENT, AND IN GENERAL BY ANY OTHER MEANS OF
ACQUISITION FOR PAYMENT OF SHARES THAT HAVE BEEN
ISSUED AND FULLY PAID-UP, INCLUDING THE USE OF
FINANCIAL DERIVATIVE INSTRUMENTS, AND PARTICULARLY
TRANSACTIONS INVOLVING ALL TYPES OF OPTIONS (PUT
AND CALL), FOR A MAXIMUM TERM OF EIGHTEEN MONTHS
FROM THE DATE OF ADOPTION OF THE PRESENT RESOLUTION.
THE SHARES SO ACQUIRED SHALL NOT BEAR ANY RIGHTS
WHATSOEVER, INCLUDING THE RIGHT TO VOTE. THE
RELEVANT ECONOMIC RIGHTS SHALL BE PROPORTIONALLY
ATTRIBUTED TO THE REMAINING SHARES IN ACCORDANCE
WITH THE PROVISIONS ESTABLISHED IN ARTICLE 70
OF THE AFOREMENTIONED ACT. THE BOARD IS HEREBY
AUTHORISED TO CREATE A SPECIAL RESERVE ENTERED
AS A LIABILITY ON THE BALANCE SHEET TO BE CHARGED
TO THE FREELY DISPOSABLE RESERVE, IN THE AMOUNT
EQUALLING THE ACQUISITION PRICE OF THE SAID SHARES.
THE PRESENT AUTHORISATION RENDERS NULL AND VOID
THE RESOLUTION OF THE GENERAL SHAREHOLDERS MEETING
OF JUNE 7TH, 2006. LIKEWISE, AND TO THE EFFECTS
ENVISAGED IN PARAGRAPH TWO OF NUMBER 1 IN ARTICLE
75 OF THE PUBLIC LIMITED-LIABILITY COMPANIES
ACT, EXPRESS AUTHORISATION IS HEREBY GRANTED
FOR THE ACQUISITION OF COMPANY SHARES BY ANY
OF THE AFFILIATE COMPANIES, IN THE SAME TERMS
AS THOSE SET OUT HERE IN. IT IS EXPRESSLY STATED
THAT THE SHARES ACQUIRED SUBSEQUENT TO THE PRESENT
AUTHORISATION MAY DE ALLOCATED TO SALE OR TO
THE APPLICATION OF THE REMUNERATION SYSTEMS CONTEMPLATED
IN PARAGRAPH THREE, SECTION 1 OF ARTICLE 75 OF
THE PUBLIC LIMITED-LIABILITY COMPANIES ACT. THE
BOARD SHALL DECIDE WHETHER TO SELL, MAINTAIN
OR REDEEM THE SHARES SO ACQUIRED IN DUE TIME
7. DELEGATIONS OF POWERS TO FORMALISE, INTERPRET, Management For *Management Position Unknown
CORRECT, REGISTER AND EXECUTE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS MEETING.
TO DELEGATE TO THE BOARD OF DIRECTORS THE BROADEST
POWERS ENVISAGED BY LAW TO SUPPLEMENT, DEVELOP,
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 112 of 116
EXECUTE AND CORRECT THE RESOLUTIONS ADOPTED BY
THE GENERAL SHAREHOLDERS MEETING, INCLUDING
THE POWER TO TOTALLY OR PARTIALLY DELEGATE THE
AFOREMENTIONED POWERS TO THE EXECUTIVE COMMITTEE.
THE POWER TO CORRECT SHALL ENCOMPASS THE POWER
TO MAKE THE MODIFICATIONS, AMENDMENTS AND ADDITIONS
THAT MAY BE NECESSARY OR APPROPRIATE SUBSEQUENT
TO OBJECTIONS OR COMMENTS ARISING FROM THE SECURITIES
MARKET REGULATORY BODIES, THE STOCK EXCHANGE,
THE MERCANTILE REGISTRY AND ALL OTHER PUBLIC
AUTHORITIES COMPETENT IN RELATION TO THE RESOLUTIONS
ADOPTED. LIKEWISE, TO DELEGATE TO THE CHAIRMAN
OF THE BOARD, THE CHAIRMAN OF THE EXECUTIVE COMMITTEE
AND THE SECRETARY TO THE BOARD INDISTINCTLY,
THE POWERS NECESSARY TO FORMALISE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS MEETING
AND TO REGISTER THOSE SUBJECT TO SUCH REQUIREMENT,
TOTALLY OR PARTIALLY, AND TO THIS EFFECT, TO
GRANT ALL TYPES OF PUBLIC AND PRIVATE DOCUMENTS,
INCLUDING THOSE REQUIRED TO SUPPLEMENT OR CORRECT
SUCH RESOLUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
AMANO CORPORATION AMANF.PK AGM MEETING DATE: 06/28/2007
ISSUER: J01302108 ISIN: JP3124400007
SEDOL: B020T22, 6027304
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2.1 APPOINT A DIRECTOR Management For *Management Position Unknown
2.2 APPOINT A DIRECTOR Management For *Management Position Unknown
2.3 APPOINT A DIRECTOR Management For *Management Position Unknown
2.4 APPOINT A DIRECTOR Management For *Management Position Unknown
2.5 APPOINT A DIRECTOR Management For *Management Position Unknown
2.6 APPOINT A DIRECTOR Management For *Management Position Unknown
2.7 APPOINT A DIRECTOR Management For *Management Position Unknown
2.8 APPOINT A DIRECTOR Management For *Management Position Unknown
2.9 APPOINT A DIRECTOR Management For *Management Position Unknown
3.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4 APPOINT ACCOUNTING AUDITORS Management For *Management Position Unknown
5 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS AND CORPORATEAUDITORS
6 APPROVE PAYMENT OF BONUSES TO DIRECTORS AND CORPORATE Management For *Management Position Unknown
AUDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
MATSUMOTOKIYOSHI CO.,LTD. AGM MEETING DATE: 06/28/2007
ISSUER: J40885105 ISIN: JP3869000004
SEDOL: B02HTB2, 6572581, 5082724
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 113 of 116
2 APPROVE STOCK TRANSFER TO CREATE HOLDING COMPANY Management For *Management Position Unknown
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
4.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
5 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown
DIRECTORS
6 APPROVE ADOPTION OF ANTI-TAKEOVER DEFENSE MEASURES Other Against *Management Position Unknown
- ------------------------------------------------------------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL COMPANY LIMITED AGM MEETING DATE: 06/28/2007
ISSUER: J8129E108 ISIN: JP3463000004
SEDOL: B03FZP1, 5296752, B17MW65, 6870445, B01DRX9
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS ANNOUNCEMENT IS BEING PROVIDED 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. APPROPRIATION OF SURPLUS Management For *Management Position Unknown
2. PARTIAL AMENDMENTS TO THE ARTICLES OF INCORPORATION Management For *Management Position Unknown
3.1 ELECTION OF A DIRECTOR Management For *Management Position Unknown
3.2 ELECTION OF A DIRECTOR Management For *Management Position Unknown
3.3 ELECTION OF A DIRECTOR Management For *Management Position Unknown
3.4 ELECTION OF A DIRECTOR Management For *Management Position Unknown
4. ELECTION OF A CORPORATE AUDITOR Management For *Management Position Unknown
5. ELECTION OF AN INDEPENDENT AUDITOR Management For *Management Position Unknown
6. PAYMENT OF BONUS ALLOWANCES TO DIRECTORS AND Management For *Management Position Unknown
CORPORATE AUDITORS
7. PAYMENT OF RETIREMENT ALLOWANCES TO A RETIRING Management For *Management Position Unknown
DIRECTOR AND A RETIRING CORPORATE AUDITOR
- ------------------------------------------------------------------------------------------------------------------------------------
TESCO PLC AGM MEETING DATE: 06/29/2007
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: B02S3J1, 5469491, 0884709, 5474860
- ------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For *Management Position Unknown
AND THE AUDITORS FOR THE FYE 24 FEB 2007
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE FYE 24 FEB 2007
3. DECLARE A FINAL DIVIDEND OF 6.83 PENCE PER SHARE Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 114 of 116
RECOMMENDED BY THE DIRECTORS
4. RE-ELECT MR. E. MERVYN DAVIES AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. KEN HYDON AS A DIRECTOR Management For *Management Position Unknown
7. RE-ELECT MR. DAVID POTTS AS A DIRECTOR Management For *Management Position Unknown
8. RE-ELECT MR. DAVID REID AS A DIRECTOR Management For *Management Position Unknown
9. ELECT MS. LUCY NEVILLE-ROLFE AS DIRECTOR Management For *Management Position Unknown
10. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For *Management Position Unknown
OF THE COMPANY UNTIL THECONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
11. APPROVE THE REMUNERATION OF PRICEWATERHOUSECOOPERS Management For *Management Position Unknown
LLP BE DETERMINED BY THE DIRECTORS
12. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT
RELEVANT SECURITIES AS DEFINED IN SECTION 80(2)
OF THE ACT OF THE COMPANY UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 130.8 MILLION WHICH IS
EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED
SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OF THE COMPANY OR
29 JUN 2012; 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.13 AUTHORIZE THE DIRECTORS PURSUANT TO SECTION 95 Management For *Management Position Unknown
OF THE ACT TO ALLOT EQUITY SECURITIES, FOR CASH
PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS,
FOR THE PURPOSES OF SECTION 80 OF THE ACT, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1),
PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT
OF EQUITY SECURITIES: A) IN CONNECTION WITH A
RIGHTS ISSUE; B) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 19.8 MILLION; SUBSECTIONS 94(2) TO 94(7)
OF THE ACT APPLY FOR THE INTERPRETATION OF THIS
RESOLUTION AND THIS POWER APPLIES IN RELATION
TO A SALE OF SHARES WHICH IS INCLUDED AS AN ALLOTMENT
OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A)
OF THE ACT AS IF ALL REFERENCES IN THIS RESOLUTION
TO ANY SUCH ALLOTMENT INCLUDED ANY SUCH SALE
AND AS IF IN THE FIRST PARAGRAPH OF THE RESOLUTION
THE WORDS PURSUANT TO THE AUTHORITY CONFERRED
ON THE DIRECTORS FOR THE PURPOSES OF SECTION
80 OF THE ACT WERE OMITTED IN RELATION TO SUCH
SALE; AUTHORITY EXPIRES AT THE EARLIER OF THE
CONCLUSION OF THE COMPANY S NEXT AGM OR 15 MONTHS
FROM THE DATE OF THE PASSING OF THIS RESOLUTION;
AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE
OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.14 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown
SECTION 163(3) OF THE ACT OF MAXIMUM NUMBER OF
ORDINARY SHARES UP TO 793.4 MILLION SHARES OF
5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING
THE PURCHASE DATE AND THE HIGHER OF THE LAST
INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT
BID ON THE LONDON STOCK EXCHANGE DAILY OFFICIAL
LIST; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY OR 18 MONTHS; THE COMPANY,
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 115 of 116
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
15. AUTHORIZE THE COMPANY: A) TO MAKE DONATIONS TO Management For *Management Position Unknown
EUROPEAN UNION (EU) POLITICAL ORGANIZATIONS NOT
EXCEEDING A TOTAL OF GBP 100,000; AND B) TO INCUR
EU POLITICAL EXPENDITURE NOT EXCEEDING A TOTAL
OF GBP 100,000; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE COMPANY S NEXT AGM OR
15 MONTHS FROM THE DATE OF THE PASSING OF THIS
RESOLUTION PROVIDED THAT THE DONATIONS AND EXPENDITURE
TOGETHER DURING THE PERIOD DO NOT EXCEED GBP
100,000
16. AUTHORIZE TESCO STORES LIMITED: A) TO MAKE DONATIONS Management For *Management Position Unknown
TO EUROPEAN UNION (EU) POLITICAL ORGANIZATIONS
NOT EXCEEDING A TOTAL OF GBP 100,000; AND B)
TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING
A TOTAL OF GBP 100,000; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE COMPANY S NEXT
AGM OR 15 MONTHS
S.17 APPROVE THE REGULATION PRODUCED TO THE MEETING Management For *Management Position Unknown
AND SIGNED, FOR THE PURPOSE OFIDENTIFICATION,
BY THE CHAIRMAN OF MEETING; ADOPT THE ARTICLES
OF ASSOCIATION OF THE COMPANY AS SPECIFIED
18. APPROVE AND ADOPT THE RULES OF THE TESCO PLC Management For *Management Position Unknown
GROUP NEW BUSINESS INCENTIVE PLAN 2007 AS SPECIFIED
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
DO ALL THINGS NECESSARY OR EXPEDIENT TO CARRY
THE GROUP NEW BUSINESS INCENTIVE PLAN INTO EFFECT
19. APPROVE AND ADOPT THE RULES OF THE TESCO PLC Management For *Management Position Unknown
US LONG- TERM INCENTIVE PLAN 2007 AS SPECIFIED
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO
DO ALL THINGS NECESSARY OR EXPEDIENT TO CARRY
THE US LTIP INTO EFFECT
20. AMEND THE RULES OF THE TESCO PLC PERFORMANCE Management For *Management Position Unknown
SHARE PLAN 2004 IN ORDER TO REMOVE THE REQUIREMENT
FOR PARTICIPANTS TO RETAIN SHARES SUBJECT TO
AN AWARD WHICH HAVE VESTED FOR A FURTHER 12 MONTHS
AS SPECIFIED VESTING DATE
21. APPROVE AND ADOPT THE RULES OF THE EXECUTIVE Management For *Management Position Unknown
INCENTIVE PLAN FOR US PARTICIPANTS AS SPECIFIED
AND AUTHORIZES THE DIRECTORS OF THE COMPANY TO
DO ALL THINGS NECESSARY OR EXPEDIENT TO CARRY
THE EXECUTIVE INCENTIVE PLAN INTO EFFECT
22. APPROVE AND ADOPT THE RULES OF THE INTERNATIONAL Management For *Management Position Unknown
BONUS PLAN FOR US PARTICIPANTS AS SPECIFIED AND
AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO
ALL THINGS NECESSARY OR EXPEDIENT TO CARRY THE
INTERNATIONAL BONUS PLAN INTO EFFECT
23. APPROVE THE CONSCIOUS THAT THE COMPANY S ANNUAL Management For *Management Position Unknown
REVIEW FOR 2005 STATES THAT THE COMPANY OFFERS
A MARKET-LEADING PACKAGE OF PAY AND BENEFITS
AND THAT ITS CORE VALUES INCLUDE TREATING OUR
PARTNERS AS WE LIKE TO BE TREATED AND SEEKING
TO UPHOLD LABOUR STANDARDS IN THE SUPPLY CHAIN
; ACKNOWLEDGING THE REPORT PUBLISHED IN DEC 2006
BY THE DEVELOPMENT CHARITY WAR ON WANT AND ENTITLED
FASHION VICTIMS: THE TRUE COST OF CHEAP CLOTHES
AT PRIMARK, ASDA AND TESCO THAT THE COMPANY,
AMOUNT OTHER UNITED KINGDOM CORPORATE RETAILER,
SELLS CLOTHING CHEAPLY BECAUSE ITS WORKERS IN
GARMENT FACTORIES IN THE DEVELOPING WORLD ARE
PAID SUBSTANTIALLY LESS THAN A LIVING WAGE AND
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 06/28/2007
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 116 of 116
NEED TO WORK EXCEPTIONALLY LONG HOURS; AND REGRETTING
THAT THE COMPANY S THIRD PARTY AUDITS HAVE FAILED
TO REGISTER SUCH UNACCEPTABLE WORKING CONDITIONS
WHICH CONTRAVENE THE COMPANY S VALUES: RESOLVES
THAT THE COMPANY TAKES APPROPRIATE MEASURES,
TO BE INDEPENDENTLY AUDITED, TO ENSURE THAT WORKERS
UN THE SUPPLIER FACTORIES ARE GUARANTEED DECENT
WORKING CONDITIONS, A LIVING WAGE, JOB SECURITY,
FREEDOM OF ASSOCIATION AND OF COLLECTIVE BARGAINING
INCLUDING, WHERE AVAILABLE, THE RIGHT TO JOIN
A TRADE UNION OF THEIR CHOICE
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 22, 2007
------------------------------------------------------------------
*Print the name and title of each signing officer under his or her
signature.