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, 2007 - June 30, 2008
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 (Sections 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. Section 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2007 TO JUNE 30, 2008
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 1 of 105
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BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND)
IRE CRT MEETING DATE: 07/17/2007
ISSUER: G49374146 ISIN: IE0030606259
SEDOL: B18VMN8, 3070732, B01ZKW5, 3060625
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown
FOR THE YE 31 MAR 2007
2. APPROVE TO DECLARE A DIVIDEND Management For *Management Position Unknown
3.A ELECT MR. RICHIE BOUCHER AS A DIRECTOR Management For *Management Position Unknown
3.B ELECT MR. DES CROWLEY AS A DIRECTOR Management For *Management Position Unknown
3.C ELECT MR. DENIS DONOVAN AS A DIRECTOR Management For *Management Position Unknown
3.D ELECT MR. DENNIS HOLT AS A MEMBER OF THE REMUNERATION Management For *Management Position Unknown
COMMITTEE
3.E RE-ELECT MR. BRIAN GOGGIN AS A DIRECTOR Management For *Management Position Unknown
3.F RE-ELECT MR. PAUL HORAN AS A DIRECTOR Management For *Management Position Unknown
3.G RE-ELECT MR. TERRY NEILL AS A MEMBER OF THE REMUNERATION Management For *Management Position Unknown
COMMITTEE
3.H ELECT MS. ROSE HYNES AS A DIRECTOR Management For *Management Position Unknown
3.I ELECT MR. JEROME KENNEDY AS A DIRECTOR Management For *Management Position Unknown
3.J ELECT MS. HEATHER ANN MCSHARRY AS A DIRECTOR Management For *Management Position Unknown
4. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown
OF THE AUDITORS
S.5 APPROVE TO RENEW THE BANK S AUTHORITY TO PURCHASE Management For *Management Position Unknown
ITS OWN STOCK
S.6 APPROVE TO DETERMINE THE RE-ISSUE PRICE RANGE Management For *Management Position Unknown
FOR TREASURY STOCK
S.7 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For *Management Position Unknown
ORDINARY STOCK ON AN NON PRE-EMPTIVE BASIS FOR
CASH
S.8 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For *Management Position Unknown
ORDINARY STOCK ON AN NON PRE-EMPTIVE BASIS OTHER
THAN FOR CASH
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UNICREDITO ITALIANO SPA, GENOVA UNC.L MIX MEETING DATE: 07/28/2007
ISSUER: T95132105 ISIN: IT0000064854 BLOCKING
SEDOL: B020SH0, B2B3HG6, 4232445, 5179712, B11RZ56, 0711670
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 JUL 2007 AT 18:30 AND A THIRD CALL ON 30 JUL
2007 AT 10:00. 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 APPOINT 1 DIRECTOR Management Take No Action *Management Position Unknown
E.1 APPROVE THE MERGER PROJECT FOR INCORPORATION Management Take No Action *Management Position Unknown
OF CAPITALIA SPA INTO UNICREDIT SPA AS PER ARTICLE
2501, CIVIL CODE AND CONSEQUENT AMENDMENTS TO
THE BY-LAWS
E.2 GRANT AUTHORITY TO DISPOSE OF SOME OWN SHARES Management Take No Action *Management Position Unknown
IN FAVOR OF NO. 425.000 RIGHTS OF PURCHASE TO
BE ASSIGNED TO THE DIRECTORS, NOT BELONGING TO
CAPITALIA , REPLACING SOME RIGHTS NOT YET ALLOTTED
PREVIOUSLY AND AMENDING THE RESOLUTIONS APPROVED
BY THE SHAREHOLDERS MEETING OF 16 DEC 2006
E.3 AMEND THE ARTICLES 27, 28 AND 32 OF THE BY-LAWS Management Take No Action *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 2 of 105
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TELE2 AB TEL2A EGM MEETING DATE: 08/28/2007
ISSUER: W95878117 ISIN: SE0000314312
SEDOL: 5065060, 5316779, B085590, B11JQF9, B038B07, B094251
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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* 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. SHOULD YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE. THANK YOU.
* MARKET RULES REQUIRES THE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER TO LODGE YOUR VOTE.
* PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown
OPTION IN SWEDEN. THANK YOU.
1. OPENING OF THE MEETING Management For *Management Position Unknown
2. ELECT THE CHAIRMAN OF THE MEETING Management For *Management Position Unknown
3. APPROVE THE VOTING LIST Management For *Management Position Unknown
4. APPROVE THE AGENDA Management For *Management Position Unknown
5. ELECT 1 OR 2 PERSONS TO CERTIFY THE MINUTES Management For *Management Position Unknown
6. APPROVE TO DETERMINE WHETHER THE MEETING HAS Management For *Management Position Unknown
BEEN DULY CONVENED
7.a AMEND SECTION 5 IN THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown
MEANING THAT CLASS C SHARES HELD BY THE COMPANY
MAY BE RECLASSIFIED INTO CLASS B SHARES AS SPECIFIED
7.b ADOPT A PERFORMANCE BASED INCENTIVE PROGRAMME Management For *Management Position Unknown
THE PLAN FOR APPROXIMATELY 80SENIOR EXECUTIVES
AND OTHER KEY EMPLOYEES WITHIN THE TELE2 GROUP
UNDER THE SPECIFIED TERMS
7.c AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown
THE COMPANY S SHARE CAPITAL BY NOT MORE THAN
SEK 5,122,500 BY THE ISSUE OF NOT MORE THAN 4,098,000
CLASS C SHARES, EACH WITH A PAR VALUE OF SEK
1.25 AND REPRESENTING ONE VOTE, NORDEA BANK AB
PUBL SHALL BE ENTITLED TO SUBSCRIBE FOR THE CLASS
C SHARES, THE PURPOSE OF THE AUTHORIZATION IS
TO ENSURE DELIVERY OF CLASS B SHARES TO EMPLOYEES
UNDER THE PLAN; AUTHORITY EXPIRES AT THE END
OF THE PERIOD UNTIL THE NEXT AGM
7.d AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown
OWN CLASS C SHARES, THE REPURCHASE SHALL COMPRISE
ALL OUTSTANDING CLASS C SHARES, THE PURCHASE
MAY BE EFFECTED AT A PURCHASE PRICE CORRESPONDING
TO NOT LESS THAN SEK 1.25 AND NOT MORE THAN SEK
1.35, PAYMENT FOR THE CLASS C SHARES SHALL BE
MADE IN CASH, THE PURPOSE OF THE REPURCHASE IS
TO ENSURE THE DELIVERY OF CLASS B SHARES UNDER
THE PLAN; AUTHORITY EXPIRES AT THE END OF THE
PERIOD UNTIL THE NEXT AGM
7.e APPROVE THAT THE CLASS C SHARES THAT TELE2 PURCHASES Management For *Management Position Unknown
BY VIRTUE OF THE AUTHORIZATION TO REPURCHASE
OWN SHARES IN ACCORDANCE WITH RESOLUTION 7.D,
FOLLOWING RECLASSIFICATION INTO CLASS B SHARES,
MAY BE TRANSFERRED, AGAINST PAYMENT OF THE DETERMINED
EXERCISE PRICE UNDER THE PLAN, TO EMPLOYEES WITHIN
THE TELE2 GROUP UPON EXERCISE OF OPTIONS UNDER
THE PLAN
8. CLOSURE OF THE MEETING Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 3 of 105
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CIE FINANCIERE RICHEMONT SA, GENEVE CFRUF.PK AGM MEETING DATE: 09/13/2007
ISSUER: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: B0LBVC0, B0ZC1S5, 7151116, B02V8V7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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* 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.
1. APPROVE 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 0.054 PER A BEARER SHARE AND EUR 0.0054
PER B REGISTERED SHARE
3. GRANT DISCHARGE TO THE BOARD AND THE SENIOR MANAGEMENT Management Take No Action *Management Position Unknown
4.1 RE-ELECT MR. JOHANN RUPERT AS A DIRECTOR Management Take No Action *Management Position Unknown
4.2 RE-ELECT MR. JEAN AESCHIMANN AS A DIRECTOR Management Take No Action *Management Position Unknown
4.3 RE-ELECT MR. FRANCO COLOGNI AS A DIRECTOR Management Take No Action *Management Position Unknown
4.4 RE-ELECT LORD DOURO AS A DIRECTOR Management Take No Action *Management Position Unknown
4.5 RE-ELECT MR. YVES ISTEL AS A DIRECTOR Management Take No Action *Management Position Unknown
4.6 RE-ELECT MR. R. LEPEU AS A DIRECTOR Management Take No Action *Management Position Unknown
4.7 RE-ELECT MR. R. MAGNONI AS A DIRECTOR Management Take No Action *Management Position Unknown
4.8 RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management Take No Action *Management Position Unknown
4.9 RE-ELECT MR. ALAIN PERRIN AS A DIRECTOR Management Take No Action *Management Position Unknown
4.10 RE-ELECT MR. NORBERT PLATT AS A DIRECTOR Management Take No Action *Management Position Unknown
4.11 RE-ELECT MR. ALAN QUASHA AS A DIRECTOR Management Take No Action *Management Position Unknown
4.12 RE-ELECT LORD CLIFTON AS A DIRECTOR Management Take No Action *Management Position Unknown
4.13 RE-ELECT MR. JAN RUPERT AS A DIRECTOR Management Take No Action *Management Position Unknown
4.14 RE-ELECT MR. J. SCHREMPP AS A DIRECTOR Management Take No Action *Management Position Unknown
4.15 RE-ELECT MR. M. WIKSTROM AS A DIRECTOR Management Take No Action *Management Position Unknown
4.16 ELECT MR. ANSON CHAN AS A DIRECTOR Management Take No Action *Management Position Unknown
5. RATIFY PRICEWATERHOUSECOOPERS AS THE AUDITORS Management Take No Action *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 4 of 105
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BARCLAYS BK PLC BCS EGM MEETING DATE: 09/14/2007
ISSUER: G08036124 ISIN: GB0031348658
SEDOL: B02S681, 3134865, B021PQ1, 6507312
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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1. APPROVE THE MERGER WITH ABN AMRO HOLDING N.V. Management For *Management Position Unknown
AND INCREASE IN AUTHORIZED CAPITAL FROM GBP 2,500,000,000
TO GBP 4,401,000,000 AND ISSUE EQUITY WITH PRE-EMPTIVE
RIGHTS UP TO GBP 1,225,319,514 IN CONNECTION
WITH THE MERGER
S.2 APPROVE FURTHER INCREASE IN THE AUTHORIZED CAPITAL Management For *Management Position Unknown
FROM GBP 4,401,000,000 TO GBP 4,401,000,000 AND
EUR 2,000,000,000 AND ISSUE PREFERENCE SHARES
WITH PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL
AMOUNT OF EUR 2,000,000,000 AND ADOPT NEW ARTICLES
OF ASSOCIATION
3. 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 981,979,623
S.4 AUTHORIZE THE DIRECTORS TO ISSUE EQUITY OR EQUITY-LINKED Management For *Management Position Unknown
SECURITIES FOR CASH OTHER THAN ON A PRO-RATA
BASIS TO SHAREHOLDERS AND SELL THE TREASURY SHARES
WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL
AMOUNT OF GBP 147,296,943
S.5 AUTHORIZE THE COMPANY TO PURCHASE 1,700,000,000 Management For *Management Position Unknown
ORDINARY SHARES FOR MARKET PURCHASE
S.6 APPROVE TO CANCEL THE AMOUNT STANDING TO THE Management For *Management Position Unknown
CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY
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BARCLAYS BK PLC BCS CLS MEETING DATE: 09/14/2007
ISSUER: G08036124 ISIN: GB0031348658
SEDOL: B02S681, 3134865, B021PQ1, 6507312
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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E.1 APPROVE TO PASS AND IMPLEMENT RESOLUTION 2 AT Management For *Management Position Unknown
THE EGM RELATING TO THE PREFERENCE SHARES AND
TO CONSENT TO ANY RESULTING CHANGE IN THE RIGHTS
OF ORDINARY SHARES
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RIO TINTO PLC, LONDON RTP EGM MEETING DATE: 09/14/2007
ISSUER: G75754104 ISIN: GB0007188757
SEDOL: 4718699, 6720595, 0718875, 5725676, B02T7C5, B0CRGK0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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1. APPROVE THE ACQUISITION, ON THE TERMS AND SUBJECT Management For *Management Position Unknown
TO THE CONDITIONS SPECIFIEDIN THE SUPPORT AGREEMENT
AND THE OFFER DOCUMENT; AND AUTHORIZE THE DIRECTORS
OR A DULY AUTHORIZED COMMITTEE OF THE DIRECTORS
TO WAIVE, AMEND, VARY OR EXTEND ANY OF THE TERMS
AND CONDITIONS OF THE ACQUISITION AND TO DO ALL
THINGS AS THEY MAY CONSIDER TO BE NECESSARY OR
DESIRABLE TO COMPLETE, IMPLEMENT AND GIVE EFFECT
TO, OR OTHERWISE IN CONNECTION WITH, THE ACQUISITION
AND ANY MATTERS INCIDENTAL TO THE ACQUISITION;
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Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 5 of 105
AND APPROVE THE BORROWINGS, PURSUANT TO THE FACILITY
AGREEMENT AS SPECIFIED OR ANY REFINANCING THEREOF
AND SANCTION BE GIVEN TO THE AGGREGATE AMOUNT
FOR THE TIME BEING REMAINING UNDISCHARGED OF
ALL MONEYS BORROWED INCLUDING PURSUANT TO SUCH
FACILITY AGREEMENT OR ANY REFINANCING THEREOF
BY (1) THE COMPANY AND ANY OF ITS SUBSIDIARIES
AND (2) RTL AND ANY OF ITS CORPORATIONS ACT SUBSIDIARIES
EXCLUSIVE OF MONEYS BORROWED BY ANY COMPANY IN
THE RIO TINTO GROUP FROM AND FOR THE TIME BEING
OWING TO ANY OTHER COMPANY IN THE RIO TINTO GROUP
OR ANY COMPANY IN THE RTL GROUP OR BY ANY COMPANY
IN THE RTL GROUP FROM AND FOR THE TIME BEING
OWING TO ANY OTHER COMPANY IN THE RTL GROUP OR
ANY COMPANY IN THE RIO TINTO GROUP EACH TERM
USED IN THIS RESOLUTION HAVING THE MEANING ASCRIBED
TO IT IN THE COMPANY S ARTICLES OF ASSOCIATION
EXCEEDING THE LIMIT SET OUT IN ARTICLE 109 OF
THE COMPANY S ARTICLES OF ASSOCIATION PROVIDED
THAT SUCH AGGREGATE AMOUNT SHALL NOT EXCEED THE
SUM OF USD 60 BILLION
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COCA-COLA HELLENIC BOTTLING CO S A CCHBF.PK EGM MEETING DATE: 10/15/2007
ISSUER: X1435J105 ISIN: GRS104111000 BLOCKING
SEDOL: 0964850, 5890433, B0338M3, 4420723
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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1. APPROVE TO INCREASE CAPITAL THROUGH CAPITALIZATION Management Take No Action *Management Position Unknown
OF THE SHARE PREMIUM ACCOUNT AND ISSUANCE OF
1 BONUS SHARE FOR EVERY 2 SHARES OWNED TO THE
EXISTING SHAREHOLDERS
2. AMEND THE ARTICLE 3 AND APPROVE THE CODIFICATION Management Take No Action *Management Position Unknown
OF THE COMPANY S ARTICLES OFASSOCIATION
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DIAGEO PLC DEO AGM MEETING DATE: 10/16/2007
ISSUER: G42089113 ISIN: GB0002374006
SEDOL: 5399736, 5460494, 0237400, 5409345, B01DFS0
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 ACCOUNTS FOR THE YE 30 JUN 2007
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown
THE YE 30 JUN 2007
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown
4. RE-ELECT MS. MARIA LILJA AS A DIRECTOR Management For *Management Position Unknown
5. RE-ELECT MR. NICK C. ROSE AS A DIRECTOR Management For *Management Position Unknown
6. RE-ELECT MR. PAUL A. WALKER AS A DIRECTOR Management For *Management Position Unknown
7. 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 DIRECTORS TO DETERMINE THE
AUDITOR S REMUNERATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 6 of 105
8. 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 253,783,000
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 15 JAN 2009;
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.9 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 ALLOT
EQUITY SECURITIES SECTION 94 OF THAT ACT FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY THE
RESOLUTION 8 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 15 JAN 2009;
AND THE DIRECTORS MAY SO ALLOT IN ACCORDANCE
WITH ARTICLE 10(C)(III) THE SECTION 95 PRESCRIBED
AMOUNT REFERRED TO IN ARTICLE 10(C)(III) SHALL
BE GBP 38,067,000
S.13 AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED Management For *Management Position Unknown
S.10 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 263,122,000 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 15 JAN 2009; 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
11. AUTHORIZE THE COMPANY AND ALL COMPANIES AT ANY Management For *Management Position Unknown
TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION
HAS EFFECT SUBSIDIARIES OF THE COMPANY, IN ACCORDANCE
WITH SECTION 366 OF THE COMPANIES ACT 2006 THE
ACT TO MAKE POLITICAL DONATIONS SECTION 364 OF
THAT ACT NOT EXCEEDING GBP 200,000 IN TOTAL AND
TO POLITICAL PARTIES SECTION 363 OF THE 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 15 JAN 2009; AND APPROVE THE AGGREGATE
AMOUNT OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE
MADE AND INCURRED BY THE COMPANY AND ITS SUBSIDIARIES
PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED
GBP 200,000
12. APPROVE AND ADOPT THE DIAGEO PLC 2007 UNITED Management For *Management Position Unknown
STATES EMPLOYEE STOCK PURCHASE PLAN, 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
UNDER THE UNITED STATES INTERNAL REVENUE CODE
OF 1986, AS AMENDED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 7 of 105
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COCHLEAR LIMITED COH.AX AGM MEETING DATE: 10/23/2007
ISSUER: Q25953102 ISIN: AU000000COH5
SEDOL: B02NSS0, 6211798, 4020554
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE AND APPROVE THE COMPANY S FINANCIAL REPORT, Management For *Management Position Unknown
DIRECTORS REPORT AND THEAUDITOR S REPORT IN
RESPECT OF THE YE 30 JUN 2007
2. ADOPT THE REMUNERATION REPORT Management For *Management Position Unknown
3.1 RE-ELECT PROF. EDWARD BYRNE, AO AS A DIRECTOR Management For *Management Position Unknown
OF THE COMPANY
3.2 RE-ELECT MR. DONAL O DWYER AS A DIRECTOR OF THE Management For *Management Position Unknown
COMPANY
3.3 ELECT MR. ANDREW DENVER AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown
4. APPROVE THE ISSUE OF SECURITIES TO THE CHIEF Management For *Management Position Unknown
EXECUTIVE OFFICER/PRESIDENT, DR.CHRIS ROBERTS,
UNDER THE COCHLEAR EXECUTIVE LONG TERM INCENTIVE
PLAN
5. APPROVE TO INCREASE THE MAXIMUM AGGREGATE REMUNERATION Management For *Management Position Unknown
OF NON-EXECUTIVE DIRECTORS
6. ADOPT THE NEW ARTICLE 12.8A DIRECT VOTING OF Management For *Management Position Unknown
THE COMPANY S CONSTITUTION
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TOLL HOLDINGS LTD, MELBOURNE VIC TL4.BE AGM MEETING DATE: 10/25/2007
ISSUER: Q9104H100 ISIN: AU000000TOL1
SEDOL: B1HJJG5, 6693749, B06MV40
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Non-Voting *Management Position Unknown
AND ITS CONTROLLED ENTITIES FOR THE YE 30 JUN
2007 AND THE RELATED DIRECTORS REPORT, DIRECTORS
DECLARATION AND AUDITORS REPORT
2. ADOPT THE REMUNERATION REPORT Management For For
3. RE-ELECT MR. NEIL CHATFIELD AS A DIRECTOR OF Management For For
THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH THE COMPANY S CONSTITUTION
4. ELECT MR. HARRY BOON AS A DIRECTOR OF THE COMPANY, Management For For
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S
CONSTITUTION
5. ELECT MR. MARK SMITH AS A DIRECTOR OF THE COMPANY, Management For For
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S
CONSTITUTION
6. ELECT MR. BARRY CUSACK AS A DIRECTOR OF THE COMPANY, Management For For
WHO RETIRES IN ACCORDANCE WITH THE COMPANY S
CONSTITUTION
7. APPROVE TO ISSUE THE ORDINARY SHARES UNDER THE Management For For
EMPLOYEE SHARE OWNERSHIP PLAN TO EMPLOYEES OF
THE COMPANY AS SPECIFIED FOR THE PURPOSE OF EXCEPTION
9 OF ASX LISTING RULE 7.2
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PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 10/29/2007
ISSUER: 71654V408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
01 RATIFICATION OF THE SHARE PURCHASE & SALE AGREEMENT Management For For
, DATED AUGUST 03 2007, SIGNED BETWEEN THE INDIRECT
CONTROLLING SHAREHOLDERS OF SUZANO PETROQUIMICA
S.A., AS THE SELLERS, AND PETROBRAS, AS THE BUYER,
TOGETHER WITH THE RESPECTIVE PERTINENT DOCUMENTS;
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
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BRITISH SKY BROADCASTING GROUP PLC BSY AGM MEETING DATE: 11/02/2007
ISSUER: G15632105 ISIN: GB0001411924
SEDOL: 0141192, B01DDD1, 5474837
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 30 Management For For
JUN 2007, TOGETHER WITH THE REPORT OF THE DIRECTORS
AND THE AUDITORS THEREON
2. DECLARE A FINAL DIVIDEND FOR THE YE 30 JUN 2007 Management For For
3. RE-APPOINT MR. JEREMY DARROCH AS A DIRECTOR Management For For
4. RE-APPOINT MR. ANDREW HIGGINSON AS A DIRECTOR Management For For
5. RE-APPOINT MS. GAIL REBUCK AS A DIRECTOR Management For For
6. RE-APPOINT LORD ROTHSCHILD AS A DIRECTOR Management For For
7. RE-APPOINT MR. DAVID F. DEVOE AS A DIRECTOR Management For For
8. RE-APPOINT MR. RUPERT MURDOCH AS A DIRECTOR Management For For
9. RE-APPOINT MR. ARTHUR SISKIND AS A DIRECTOR Management For For
10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For For
AND AUTHORIZE THE DIRECTORS TO AGREE THEIR REMUNERATION
11. APPROVE THE REPORT ON DIRECTORS REMUNERATION Management For For
FOR THE YE 30 JUN 2007
12. AUTHORIZE THE COMPANY AND ALL COMPANIES THAT Management For For
ARE SUBSIDIARIES OF THE COMPANY AT THE TIME AT
WHICH THIS RESOLUTION IS PASSED OR AT ANY TIME
DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT, IN ACCORDANCE WITH SECTIONS 366 AND 367
OF THE COMPANIES ACT 2006 THE 2006 ACT TO: A)
MAKE POLITICAL DONATIONS TO POLITICAL PARTIES
OR INDEPENDENT ELECTION CANDIDATES, AS DEFINED
IN SECTIONS 363 AND 364 OF THE 2006 ACT, NOT
EXCEEDING GBP 100,000 IN TOTAL; B) MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES, AS DEFINED IN SECTIONS 363
AND 364 OF THE 2006 ACT, NOT EXCEEDING GBP 100,000
IN TOTAL; AND C) INCUR POLITICAL EXPENDITURE,
AS DEFINED IN SECTION 365 OF THE 2006 ACT, NOT
EXCEEDING GBP 100,000 IN TOTAL; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2008 OR 31 DEC 2008; PROVIDED THAT
THE AUTHORIZED SUM REFERRED TO IN PARAGRAPHS
(A), (B) AND (C) ABOVE MAY BE COMPRISED OF ONE
OR MORE AMOUNTS IN DIFFERENT CURRENCIES WHICH,
FOR THE PURPOSES OF CALCULATING THE SAID SUM,
SHALL BE CONVERTED INTO POUNDS STERLING AT THE
EXCHANGE RATE PUBLISHED IN THE LONDON EDITION
OF THE FINANCIAL TIMES ON THE DAY WHICH THE RELEVANT
DONATION IS MADE OR EXPENDITURE INCURRED OR THE
1ST BUSINESS DAY THEREAFTER
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13. AUTHORIZE THE DIRECTORS, PURSUANT TO AN DIN ACCORDANCE Management For For
WITH SECTION 80 OF THECOMPANIES ACT 1985 AS AMENDED
THE 1985 ACT, TO ALLOT RELEVANT SECURITIES UP
TO AN MAXIMUM NOMINAL AMOUNT OF GBP 289,000,000
33% OF THE NOMINAL ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION
OF THE AGM OF THE COMPANY NEXT YEAR; AND THE
DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY
S.14 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For For
OF RESOLUTION 13 AND PURSUANTTO SECTION 95 OF
THE 1985 ACT, TO ALLOT EQUITY SECURITIES SECTION
94 OF THE 1985 ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 13, DISAPPLYING THE STATUTORY
PRE-EMPTION RIGHTS SECTION 89(1), PROVIDED THAT
THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE;
B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 43,500,000
5% OF THE NOMINAL ISSUED SHARE CAPITAL 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 APPROVE AND ADOPT THE ARTICLES OF ASSOCIATION Management For For
OF THE COMPANY, AS SPECIFIED, AS THE NEW ARTICLES
OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION
FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES
OF ASSOCIATION, WITH EFFECT FROM THE CONCLUSION
OF THE 2007 AGM
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PERNOD-RICARD, PARIS RI.PA MIX MEETING DATE: 11/07/2007
ISSUER: F72027109 ISIN: FR0000120693
SEDOL: 4427100, 4682329, B043D05, B030Q53, B10S419, 4682318
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, THE COMPANY S FINANCIAL STATEMENTS
FOR THE YE IN 30 JUN 2007, AS PRESENTED, EARNINGS
FOR THE FYE: EUR 597,492,980.80 THE SHAREHOLDERS
MEETING APPROVES THE REPORTS OF THE CHAIRMAN
OF THE BOARD OF DIRECTORS ON THE CONDITIONS FOR
THE PREPARATION AND THE ORGANIZATION OF THE WORK
OF THE BOARD, AND THE AUDITORS ON THE INTERNAL
AUDIT PROCEDURES IN ACCOUNTING AND FINANCIAL
MATTERS, THE SHAREHOLDERS MEETING APPROVES THE
EXPENSES AND CHARGES THAT WERE NOT TAX-DEDUCTIBLE
OF EUR 58,497.00 WITH A CORRESPONDING TAX OF
EUR 20,142.00
O.2 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
TO THE MEETING
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For
AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: EARNINGS FOR THE FYE: EUR 597,492,980.80
LEGAL RESERVE: EUR 9,319,934.58 TOTAL: EUR 588,173,046.22
PRIOR RETAINED EARNINGS : EUR 193,340,423.46
DISTRIBUTABLE INCOME: EUR 781,513,469.68 DIVIDENDS:
EUR 276,221,935.08 :70 RETAINED EARNINGS: EUR
505,291,534.60 THE SHAREHOLDERS MEETING REMINDS
THAT AN INTERIM DIVIDEND OF EUR 1.26 WAS ALREADY
PAID ON 04 JUL 2007 THE REMAINING DIVIDEND OF
EUR 1.26 WILL BE PAID ON 14 NOV 2007, AND WILL
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ENTITLE NATURAL PERSONS TO THE 50 % 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 EARNINGS ACCOUNT AS REQUIRED BY
LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY,
THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 2.52
FOR FY 2005 2006 EUR 3.22 FOR FY 2004 2005 EUR
1.96 FOR FY 2003
O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY ARTICLE L.338-42 OF THE
FRENCH COMMERCIAL CODE, APPROVES SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
O.5 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY ARTICLE L.225-42-1 OF
THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT
AND THE AGREEMENTS REFERRED TO THEREIN
O.6 APPOINT MR. NICOLE BOUTON AS A DIRECTOR FOR 4 Management For For
YEAR PERIOD
O.7 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 670,000.00 Management For For
TO THE BOARD OF DIRECTORS
E.21 AMEND ARTICLE 32 OF THE BYLAWS Management For For
O.8 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 250.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10,961,187 SHARES, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 2,740,296,750.00
THIS AUTHORIZATION IS GIVEN FOR A 18-MONTH PERIOD
THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 07 NOV 2006 IN ITS RESOLUTION 7
* 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
E.9 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For For
SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND AT
ITS SOLE DISCRETION, BY CANCELLING 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
THIS AUTHORIZATION IS GIVEN FOR A 24-MONTH PERIOD
THE SURPLUS OF THE COST PRICE OF THE CANCELLED
SHARES ON THEIR NOMINAL VALUE WILL BE IMPUTED
ON THE POST ISSUANCE PREMIUM, OR TO ANY OVER
AVAILABLE RESERVES, INCLUDED THE LEGAL RESERVES
THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 07 NOV 2006 IN ITS RESOLUTION 8
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE CAPITAL, ON ONE OR MORE OCCASIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
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170,000,000.00, BY ISSUANCE, WITH PREFERRED SUBSCRIPTION
RIGHTS MAINTAINED, OF SHARES AND OR DEBT SECURITIES
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTIONS 11, 12, 13, 14, 16 AND
20, THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
WHICH MAY BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00,
THIS AMOUNT SHALL NOT COUNT AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION 15; AUTHORITY EXPIRES
AT THE END OF 26-MONTH PERIOD; THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV
2005 IN ITS RESOLUTION 18 AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE CAPITAL, ON ONE OR MORE OCCASIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
68,000,000.00, BY ISSUANCE, WITHOUT PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND
OR DEBT SECURITIES THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTIONS 12,
13, 14 AND 20 THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 4,000,000,000.00 THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
NUMBER 10 THIS AMOUNT SHALL NOT COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER
15 THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH
PERIOD THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 10 NOV 2005 IN ITS RESOLUTION NUMBER
19 THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.12 APPROVE THAT THE BOARD OF DIRECTOR MAY DECIDE Management For For
TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS,
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,
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION 10; THIS DELEGATION IS
GRANTED FOR A 26-MONTH PERIOD THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV
2005 IN ITS RESOLUTION 20
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL, UP TO 10% OF THE SHARE CAPITAL,
BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY
AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION 11; THIS AUTHORIZATION IS GRANTED
FOR A 26-MONTH PERIOD THE SHAREHOLDERS MEETING,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV
2005 IN ITS RESOLUTION NUMBER 21
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE COMPANY Management For For
S EQUITY SECURITIES OR SECURITIES GIVING ACCESS
TO THE COMPANY S SHARE CAPITAL, THIS ISSUANCE
SHOULD NOT EXCEED 20% OF THE SHARE CAPITAL, IN
CONSIDERATION FOR SECURITIES TENDERED IN A PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY CONCERNING
THE SHARES OF ANOTHER COMPANY; THIS AUTHORIZATION
IS GRANTED FOR A 26-MONTH PERIOD THE SHAREHOLDERS
MEETING DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF
BENEFICIARY THE AMOUNT OF THE CAPITAL INCREASE
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION 11 THE SHAREHOLDERS MEETING, TO
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TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN
ITS RESOLUTION 22
E.15 AUTHORIZE THE BOARD OF DIRECTORS, ON ONE OR MORE Management For For
OCCASIONS, IN FRANCE OR ABROAD, TO ISSUE DEBT
SECURITIES GIVING THE RIGHT TO THE ALLOCATION
OF WARRANTS THE MAXIMUM NOMINAL AMOUNT OF DEBT
SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 5,000,000,000.00 THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTIONS
10 AND 11; THIS AUTHORIZATION IS GRANTED FOR
A 26-MONTH PERIOD THE SHAREHOLDERS MEETING,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV
2005 IN ITS RESOLUTION 23
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 170,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND
UNDER THE BY-LAWS, BY ISSUING BONUS SHARES OR
RAISING THE PAR VALUE OF EXISTING SHARES, OR
BY A COMBINATION OF THESE METHODS THIS AUTHORIZATION
IS GIVEN FOR A 26-MONTH PERIOD THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 10 THE SHAREHOLDERS MEETING,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV
2005 IN ITS RESOLUTION 24
E.17 APPROVE TO DIVIDE THE SHARES NOMINAL VALUE BY Management For For
2 AND TO EXCHANGE 1 FORMER SHARES OF EUR 3.10
NOMINAL VALUE AGAINST 2 NEW SHARES OF EUR 1.55
NOMINAL VALUE EACH CONSEQUENTLY, THE SHAREHOLDER
S MEETING DECIDES THAT THE DIVISION OF THE NOMINAL
WILL COME INTO EFFECT THE 15 JAN 2008 AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.18 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For
FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES
THEY MAY NOT REPRESENT MORE THAN 1% OF THE SHARE
CAPITAL THIS AMOUNT SHALL NOT COUNT AGAINST THE
OVERALL VALUE SET FORTH IN THE PREVIOUS RESOLUTION
THE PRESENT DELEGATION IS GIVEN FOR A 38-MONTH
PERIOD THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 10 NOV 2005 IN ITS RESOLUTION NUMBER
25 THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
THE SHAREHOLDERS MEETING DECIDES TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS
IN FAVOUR OF BENEFICIARY
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For For
IN ONE OR MORE ISSUES, WITH THE ISSUANCE OF BOUND
OF SHARES SUBSCRIPTION, BEFORE THE END OF THE
PERIOD OF PUBLIC OFFER INITIATED BY THE COMPANY
THE MAXIMUM GLOBAL AMOUNT OF ISSUANCE OF THE
BOUND OF SHARES SHOULD NOT EXCEED EUR 145,000,000.00
THIS AUTHORIZATION IS GRANTED FOR A 18-MONTH
PERIOD THE SHAREHOLDERS MEETING, TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 07 NOV 2006 IN
ITS RESOLUTION 10
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E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES
AND CORPORATE OFFICERS OF THE COMPANY 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 2% OF THE SHARE
CAPITAL THIS AMOUNT SHALL COUNT AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION NUMBER 11 THE SHAREHOLDERS
MEETING DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF
EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 07 NOV 2006 IN ITS RESOLUTION NUMBER
11 THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.22 APPROVE TO GRANT FULL POWERS TO THE BEARER OF Management For For
AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES
OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS
AND OTHER FORMALITIES PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN ONE SPECIFIED CONDITION RESOLUTION 15 OMITTED
IN RESOLUTION E.10. 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.
- --------------------------------------------------------------------------------
CHINA PETE & CHEM CORP SNPMF.PK EGM MEETING DATE: 11/15/2007
ISSUER: Y15010104 ISIN: CNE1000002Q2
SEDOL: B01XKR4, 7027756, 6291819
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
S.1.1 APPROVE THE ISSUANCE SIZE Management For For
S.1.2 APPROVE THE ISSUANCE PRICE Management For For
S.1.3 APPROVE THE ISSUANCE TARGET, METHOD OF ISSUANCE Management For For
AND ARRANGEMENT OF SALE TO EXISTING SHAREHOLDERS
S.1.4 APPROVE THE TERM OF THE BONDS Management For For
S.1.5 APPROVE THE INTEREST RATE OF THE BONDS WITH WARRANTS Management For For
S.1.6 APPROVE THE TERM AND METHOD OF REPAYMENT FOR Management For For
PRINCIPAL AND INTEREST
S.1.7 APPROVE THE TERM OF REDEMPTION Management For For
S.1.8 APPROVE THE GUARANTEE Management For For
S.1.9 APPROVE THE TERM OF THE WARRANTS Management For For
S1.10 APPROVE THE CONVERSION PERIOD OF THE WARRANTS Management For For
S1.11 APPROVE THE PROPORTION OF EXERCISE RIGHTS FOR Management For For
THE WARRANTS
S1.12 APPROVE THE EXERCISE PRICE OF THE WARRANTS Management For For
S1.13 APPROVE THE ADJUSTMENT OF THE EXERCISE PRICE Management For For
OF THE WARRANTS
S1.14 APPROVE THE USE OF PROCEEDS FROM THE PROPOSED Management For For
ISSUANCE
S1.15 APPROVE THE VALIDITY OF THE RESOLUTION Management For For
S1.16 AUTHORIZE THE BOARD OF DIRECTORS TO COMPLETE Management For For
THE SPECIFIC MATTERS OF THE PROPOSED ISSUANCE
2. APPROVE THE FEASIBILITY OF THE PROJECTS TO BE Management For For
INVESTED WITH THE PROCEEDS FROMTHE PROPOSED ISSUANCE
3. APPROVE THE DESCRIPTION PREPARED BY THE BOARD Management For For
OF DIRECTORS ON THE USE OF PROCEEDS FROM THE
PREVIOUS ISSUANCE
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- --------------------------------------------------------------------------------
WOOLWORTHS LTD WOW.AX AGM MEETING DATE: 11/16/2007
ISSUER: Q98418108 ISIN: AU000000WOW2
SEDOL: 5957327, 6981239, B02Q748
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL REPORT OF Non-Voting *Management Position Unknown
THE COMPANY AND THE REPORTS OF THE DIRECTORS
AND THE AUDITOR FOR THE FYE 24 JUN 2007
2. ADOPT THE REMUNERATION REPORT WHICH FORMS PART Management For For
OF THE DIRECTORS REPORT FORTHE FYE 24 JUN 2007
3.a RE-ELECT MS. DIANE JENNIFER GRADY AS A DIRECTOR, Management For For
WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE
10.3 OF THE COMPANY S CONSTITUTION
3.b ELECT MR. IAN JOHN MACFARLANE AS A DIRECTOR, Management For For
IN ACCORDANCE WITH ARTICLE 10.7 OF THE COMPANY
S CONSTITUTION
3.c ELECT MS. ALISON MARY WATKINS AS A DIRECTOR, Management For For
IN ACCORDANCE WITH ARTICLE 10.7 OF THE COMPANY
S CONSTITUTION
4. APPROVE THE WOOLWORTHS LONG TERM INCENTIVE PLAN Management For For
PLAN AS SPECIFIED, FOR ALL PURPOSES INCLUDING
THE ISSUE OF SECURITIES UNDER THE PLAN FOR THE
PURPOSES OF AUSTRALIAN SECURITIES EXCHANGE LISTING
RULE 7.2, EXCEPTION 9
5. APPROVE, IN ACCORDANCE WITH AUSTRALIAN SECURITIES Management For For
EXCHANGE LISTING RULE 10.17AND THE COMPANY S
CONSTITUTION, TO INCREASE THE AGGREGATE MAXIMUM
AMOUNT OF REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
FROM AUD 1,250,000 PER ANNUM TO AUD 3,000,000
PER ANNUM
s.6 APPROVE THAT THE CONSTITUTION OF THE COMPANY Management For For
IS REPEALED AND A CONSTITUTION IN THE FORM TABLED
AT THE MEETING IS ADOPTED AS THE CONSTITUTION
OF THE COMPANY, WITH EFFECT FROM THE CLOSE OF
THIS MEETING
- --------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL PBL AGM MEETING DATE: 11/23/2007
ISSUER: Q7788C108 ISIN: AU000000PBL6
SEDOL: B02PBH6, 5636820, 6637082
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For For
OF THE COMPANY AND ITS CONTROLLED ENTITIES, AND
THE REPORTS OF THE DIRECTORS AND THE AUDITOR
FOR THE FYE 30 JUN 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 15 of 105
2.1 RE-ELECT MR. JAMES PACKER AS A DIRECTOR, WHO Management For For
RETIRES BY ROTATION IN ACCORDANCE WITH CLAUSE
6.1(F) OF THE COMPANY S CONSTITUTION
2.2 RE-ELECT MR. CHRIS ANDERSON AS A DIRECTOR, WHO Management For For
RETIRES BY ROTATION IN ACCORDANCE WITH CLAUSE
6.1(F) OF THE COMPANY S CONSTITUTION
2.3 RE-ELECT MRS. ROWENA DANZIGER AS A DIRECTOR, Management For For
WHO RETIRES BY ROTATION IN ACCORDANCE WITH CLAUSE
6.1(F) OF THE COMPAN S CONSTITUTION
3. ADOPT THE REMUNERATION REPORT FOR THE YE 30 JUN Management For For
2007
S.4 APPROVE, FOR THE PURPOSES OF SECTION 260B(1) Management For For
AND 260B(2) OF THE CORPORATIONS ACT, THE PROVISION
BY THE COMPANY AND BY SUBSIDIARIES OF THE COMPANY
OF FINANCIAL ASSISTANCE, AS SPECIFIED, TO ASSIST
IN THE ACQUISITION OF PBL SHARES BY CROWN UNDER
THE PBL SCHEME
5. APPROVE, FOR THE PURPOSES AS SPECIFIED, SUBJECT Management For For
TO THE PASSING OF THE RESOLUTION, THE PBL SCHEME
AT THE PBL SCHEME MEETING, THAT THE PBL SHAREHOLDERS
APPROVE THE IMPLEMENTATION OF THE RECOMMENDED
PROPOSAL, INCLUDING WITHOUT LIMITATION THE CAPITAL
REDUCTION RESOLUTION, THE DEMERGER SCHEME AND
THE DEMERGER
6. APPROVE, FOR THE PURPOSES OF LISTING RULE 10.14, Management For For
TO ISSUE 1,150,000 PBL SHARES BY MR. ROWEN CRAIGIE
UNDER AND IN ACCORDANCE WITH THE PBL EXECUTIVE
SHARE PLAN AND ON THE TERMS AS SPECIFIED
S.7 APPROVE, SUBJECT TO AND CONDITIONAL ON THE DEMERGER Management For For
SCHEME COMING INTO EFFECTIN ACCORDANCE WITH SECTION
411(10) OF THE CORPORATIONS ACT, FOR THE PURPOSES
OF SECTION 157(1) OF THE CORPORATIONS ACT AND
FOR ALL OTHER PURPOSES, TO CHANGE THE NAME OF
THE COMPANY TO CONSOLIDATED MEDIA HOLDINGS LIMITED
WITH EFFECT FROM THE DEMERGER SCHEME EFFECTIVE
DATE AND AMEND THE COMPANY S CONSTITUTION ACCORDINGLY
8. APPROVE, SUBJECT TO AND CONDITIONAL ON THE DEMERGER Management For For
SCHEME EFFECTIVE DATE BEING ACHIEVED, AND FOR
THE PURPOSES OF SECTION 256C(1) OF THE CORPORATIONS
ACT: A) TO REDUCE THE CAPITAL OF THE COMPANY
BY AUD 2,440 MILLION; B) TO DISTRIBUTE THE AMOUNT
AS SPECIFIED, THE HOLDER OF ALL THE ORDINARY
SHARES ISSUED IN THE CAPITAL OF THE COMPANY ON
THE 2ND BUSINESS DAY AFTER THE PBL SCHEME RECORD
DATE, NAMELY CROWN LIMITED, ON THE BASIS OF AN
EQUAL AMOUNT FOR EACH SUCH PBL SHARE; AND (C)
TO SATISFY THE COMPANY S OBLIGATIONS AS SPECIFIED
BY APPLYING THE SUM OF AUD 2,440 MILLION IN SATISFACTION
OF THE EQUIVALENT AMOUNT THAT WILL BE OWING BY
CROWN LIMITED TO THE COMPANY AS A RESULT OF ENTERING
INTO THE AGREEMENTS TO GIVE EFFECT TO THE REORGANIZATION
- --------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL PBL CRT MEETING DATE: 11/23/2007
ISSUER: Q7788C108 ISIN: AU000000PBL6
SEDOL: B02PBH6, 5636820, 6637082
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT THIS IS A SCH MEETING. THANK Non-Voting *Management Position Unknown
YOU.
1. APPROVE, PURSUANT TO, AND IN ACCORDANCE WITH, Management For For
SECTION 411 OF THE CORPORATIONSACT, THE SCHEME
OF ARRANGEMENT PROPOSED BETWEEN THE COMPANY AND
THE HOLDERS OF ITS ORDINARY SHARES AS SPECIFIED
WITH OR WITHOUT MODIFICATION AS APPROVED BY THE
FEDERAL COURT OF AUSTRALIA
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 16 of 105
- --------------------------------------------------------------------------------
HARMONY GOLD MNG LTD HMY AGM MEETING DATE: 11/26/2007
ISSUER: S34320101 ISIN: ZAE000015228
SEDOL: B0CRH18, 0410568, 6410562, B01DJL1, 4410564, 7413021
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1.O.1 RECEIVE AND ADOPT THE CONSOLIDATED AUDITED ANNUAL Management For For
FINANCIAL STATEMENTS OF THECOMPANY AND ITS SUBSIDIARIES
FOR THE YE 30 JUN 2007
2.O.2 ELECT MR. G.P. BRIGGS AS A DIRECTOR OF THE COMPANY Management For For
WHOSE PERIOD OF OFFICE TERMINATES, IN ACCORDANCE
WITH THE COMPANY S ARTICLES OF ASSOCIATION, ON
THE DATE OF THIS AGM
3.O.3 ELECT MS. C. MARKUS AS A DIRECTOR OF THE COMPANY Management For For
WHOSE PERIOD OF OFFICE TERMINATES, IN ACCORDANCE
WITH THE COMPANY S ARTICLES OF ASSOCIATION, ON
THE DATE OF THIS AGM
4.O.4 ELECT MR. A.J. WILKENS AS A DIRECTOR OF THE COMPANY Management For For
WHOSE PERIOD OF OFFICE TERMINATES, IN ACCORDANCE
WITH THE COMPANY S ARTICLES OF ASSOCIATION, ON
THE DATE OF THIS AGM
5.O.5 RE-ELECT MR. PT. MOTSEPE AS A DIRECTOR OF THE Management For For
COMPANY, WHO RETIRES IN TERMS OF THE COMPANY
S ARTICLES OF ASSOCIATION
6.O.6 RE-ELECT MR. J.A. CHISSANO AS A DIRECTOR OF THE Management For For
COMPANY, WHO RETIRES IN TERMSOF THE COMPANY S
ARTICLES OF ASSOCIATION
7.O.7 APPROVE TO INCREASE THE FEES PAYABLE TO NON-EXECUTIVE Management For For
DIRECTORS BY BETWEEN 7%AND 8%
8.O.8 RE-APPOINT PRICEWATERHOUSECOOPERS INC. AS THE Management For For
EXTERNAL AUDITORS OF THE COMPANY
9.O.9 AUTHORIZE THE DIRECTORS OF THE COMPANY AS A GENERAL Management For For
AUTHORITY, 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 OPTION SCHEME PLAN,
UP TO 10% OF THE AUTHORIZED BUT UNISSUED ORDINARY
SHARES OF ZAR 0.5 EACH IN THE SHARE CAPITAL OF
THE COMPANY, BEING 80,027,837 ORDINARY SHARES
OF ZAR 0.5 EACH AS AT 03 SEP 2007, 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 IN THEIR SOLE
DISCRETION DETERMINE, SUBJECT TO THE PROVISIONS
OF THE COMPANIES ACT AND THE JSE LISTINGS REQUIREMENTS;
AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY
10O10 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For For
AND ISSUE EQUITY SECURITIES INCLUDING THE GRANT
OR ISSUE OF OPTIONS OR CONVERTIBLE SECURITIES
THAT ARE CONVERTIBLE INTO AN EXISTING CLASS OF
EQUITY SECURITIES 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, BUT SUBJECT TO THE
SPECIFIED JSE LISTINGS REQUIREMENTS AND IN THE
AGGREGATE IN ANY 1 FY MAY NOT EXCEED 10% OF THE
COMPANY S RELEVANT NUMBER OF EQUITY SECURITIES
IN ISSUE OF THAT CLASS FOR PURPOSES OF DETERMINING
THE SECURITIES COMPRISING THE 10% IN ANY 1 YEAR
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 17 of 105
- --------------------------------------------------------------------------------
MARINE HARVEST ASA MHG.OL EGM MEETING DATE: 11/29/2007
ISSUER: R2326D105 ISIN: NO0003054108
SEDOL: 4153762, B1DN336, B28K3L7, 5285181, B02L486, B11XQM8
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
IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
1. OPENING OF THE MEETING BY THE CHAIRMAN OF THE Management For For
BOARD, MR. SVEIN AASER- RECORD OF REPRESENTED
SHAREHOLDERS
2. ELECT THE CHAIRPERSON OF THE MEETING AND A PERSON Management For For
TO CO-SIGN THE MINUTES
3. APPROVE THE NOTICE AND THE AGENDA Management For For
4. APPROVE AN EXTRAORDINARY DIVIDEND Management For For
5. ELECT A NEW MEMBER TO THE COMPANY S NOMINATION Management For For
COMMITTEE
- --------------------------------------------------------------------------------
WESTPAC BANKING CORP, SYDNEY NSW WBK AGM MEETING DATE: 12/13/2007
ISSUER: Q97417101 ISIN: AU000000WBC1
SEDOL: 6076146, 6957393, 6956527, 0957258, B01D654, 5412183
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Non-Voting *Management Position Unknown
REPORT AND THE AUDITORS REPORT OF WESTPAC FOR
THE YE 30 SEP 2007
2.a RE-ELECT MR. EDWARD TAD ALFRED EVANS AS A DIRECTOR Management For For
OF WESTPAC BANKING CORPORATION, WHO RETIRES IN
ACCORDANCE WITH ARTICLES 9.2 AND 9.3 OF THE CONSTITUTION
2.b RE-ELECT MR. GORDON MCKELLAR CAIRNS AS A DIRECTOR Management For For
OF WESTPAC BANKING CORPORATION, WHO RETIRES IN
ACCORDANCE WITH ARTICLES 9.2 AND 9.3 OF THE CONSTITUTION
3. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For For
10.14, TO GRANT THE RESTRICTED SHARES UNDER THE
CHIEF EXECUTIVE OFFICER RESTRICTED SHARE PLAN
AND GRANT OF PERFORMANCE SHARE RIGHTS AND PERFORMANCE
OPTIONS UNDER THE CHIEF EXECUTIVE OFFICER PERFORMANCE
PLAN TO THE FUTURE MANAGING DIRECTOR AND THE
CHIEF EXECUTIVE OFFICER, MR. GAIL KELLY, AS SPECIFIED
S.4 AMEND THE WESTPAC CONSTITUTION AS SPECIFIED Management For For
5. ADOPT THE ANNUAL REMUNERATION REPORT FOR THE Management For For
YE 30 SEP 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 18 of 105
- --------------------------------------------------------------------------------
ORASCOM TELECOM S A E OTC.BE EGM MEETING DATE: 02/24/2008
ISSUER: 68554W205 ISIN: US68554W2052
SEDOL: 4007739, B0218M8, B012D49
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.
1. APPROVE TO REDUCE THE COMPANY S CAPITAL BY WRITING Management Take No Action
OFF THE SHARES PURCHASED BY THE COMPANY, AND
AMEND THE ARTICLES 6 AND 7 OF THE COMPANY S STATUTES
WHICH WILL BE ENTAILED BY SUCH REDUCTION, PURSUANT
TO ARTICLE 150 OF THE EXECUTIVE REGULATIONS OF
LAW 159/1981
- --------------------------------------------------------------------------------
NOVARTIS AG, BASEL NVS AGM MEETING DATE: 02/26/2008
ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: B01DMY5, 7103065, B10S3M3, 7105083
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 ACTUAL RECORD DATE. ALSO PLEASE NOTE THAT
THE NEW MEETING LEVEL CUT-OFF IS 14 FEB 2008.
IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US
NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 19 of 105
- --------------------------------------------------------------------------------
NOVARTIS AG, BASEL NVS AGM MEETING DATE: 02/26/2008
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 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 MEETING436581, 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. APPROVE THE ANNUAL REPORT, INCLUDING THE REMUNERATION Management Take No Action
REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS
AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS
FOR THE BUSINESS YEAR 2007
2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management Take No Action
DIRECTORS AND THE EXECUTIVE COMMITTEE FROM LIABILITY
FOR THEIR ACTIVITIES DURING THE BUSINESS YEAR
2007
3. APPROVE THE AVAILABLE EARNINGS AS PER BALANCE Management Take No Action
SHEETS AS SPECIFIED AND A TOTALDIVIDEND PAYMENT
OF CHF 3,929,967 IS EQUIVALENT TO A GROSS DIVIDEND
OF CHF 1.60 PER REGISTERED SHARE OF CHF 0.50
NOMINAL VALUE ENTITLED TO DIVIDENDS; ASSUMING
THAT THE BOARD OF DIRECTORS PROPOSAL FOR THE
EARNINGS APPROPRIATION IS APPROVED, PAYMENT WILL
BE MADE WITH EFFECT FROM 29 FEB 2008
4. APPROVE TO CANCEL 85,348,000 SHARES REPURCHASED Management Take No Action
UNDER THE 4TH AND 5TH SHARE REPURCHASE PROGRAMS
AND TO REDUCE THE SHARE CAPITAL ACCORDINGLY BY
CHF 42,674,000 FROM CHF 1,364,485,500 TO CHF
1,321,811,500; AND AMEND ARTICLE 4 OF THE ARTICLES
OF INCORPORATION AS SPECIFIED
6.1 AMEND ARTICLE 19 OF THE ARTICLES OF INCORPORATION Management Take No Action
AS SPECIFIED
5. AUTHORIZE THE BOARD OF DIRECTORS TO LAUNCH A Management Take No Action
6TH SHARE REPURCHASE PROGRAM TO REPURCHASE SHARES
UP TO A MAXIMUM AMOUNT OF CHF 10 BILLION VIA
A 2ND TRADING LINE ON VIRT-X; THESE SHARES ARE
TO BE CANCELLED AND ARE THUS NOT SUBJECT TO THE
10% THRESHOLD OF OWN SHARES WITH IN THE MEANING
OF ARTICLE 659 OF THE SWISS CODE OF OBLIGATIONS;
THE NECESSARY AMENDMENTS TO THE ARTICLES OF INCORPORATION
REDUCTION OF SHARE CAPITAL SHALL BE SUBMITTED
TO THE SHAREHOLDERS
6.2 AMEND ARTICLE 33 OF THE ARTICLES OF INCORPORATION Management Take No Action
AS SPECIFIED
7.1.a RE-ELECT MR. PETER BURCKHARDT M.D. AS A DIRECTOR, Management Take No Action
FOR A 1-YEAR TERM
7.1.b RE-ELECT MR. ULRICH LEHNER PH.D., AS A DIRECTOR, Management Take No Action
FOR A 3-YEAR TERM
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 20 of 105
7.1.c RE-ELECT MR. ALEXANDER F.JETZER AS A DIRECTOR, Management Take No Action
FOR A 3-YEAR TERM
7.1.d RE-ELECT MR. PIERRE LANDOLT AS A DIRECTOR, FOR Management Take No Action
A 3-YEAR TERM
7.2 ELECT MR. ANN FUDGE AS A DIRECTOR, FOR A 3-YEAR Management Take No Action
TERM
8. APPOINT PRICEWATERHOUSECOOPERS AG, AS THE AUDITORS Management Take No Action
OF NOVARTIS AG AND THE GROUP AUDITORS, FOR A
FURTHER YEAR
- --------------------------------------------------------------------------------
UBS AG UBS EGM MEETING DATE: 02/27/2008
ISSUER: H89231338 ISIN: CH0024899483 BLOCKING
SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3
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 RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
- --------------------------------------------------------------------------------
UBS AG UBS EGM MEETING DATE: 02/27/2008
ISSUER: H89231338 ISIN: CH0024899483 BLOCKING
SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3
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 MEETING437075, 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 21 of 105
1. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Take No Action
APPROVE THE DISCLOSURE REQUEST AND PROPOSAL OF
SPECIAL AUDIT
2. APPROVE THE STOCK DIVIDEND; CREATION OF APPROVED Management Take No Action
CAPITAL AND GRANT AUTHORITY TO ARTICLE 4B OF
THE STATUTES
3. APPROVE THE CAPITAL INCREASE Management Take No Action
- --------------------------------------------------------------------------------
UBS AG UBS EGM MEETING DATE: 02/27/2008
ISSUER: H89231338 ISIN: CH0024899483 BLOCKING
SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3
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 443208 DUE TO RECEIPT OF ADDITIONAL RESOLUTION.
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 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 MEETING437075, 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.A INFORMATION REQUEST Non-Voting *Management Position Unknown
1.B PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Take No Action
PROPOSAL: APPROVE THE REQUEST FOR A SPECIAL AUDIT
SONDERPRUFUNG BY ETHOS
2. APPROVE THE STOCK DIVIDEND; THE CREATION OF AUTHORIZED Management Take No Action
CAPITAL; AND APPROVAL OF THE ARTICLES 4B OF THE
ARTICLES OF ASSOCIATION
3.1 APPROVE THE MANDATORY CONVERTIBLE NOTES; THE Management Take No Action
CREATION OF CONDITIONAL CAPITAL;AND APPROVAL
OF ARTICLE 4A PARAGRAPH 3 OF THE ARTICLES OF
ASSOCIATION
3.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Take No Action
PROPOSAL: APPROVE THE ORDINARY CAPITAL INCREASE,
WITH RIGHT OFFERING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 22 of 105
- --------------------------------------------------------------------------------
ROCHE HLDG LTD RO.SW OGM MEETING DATE: 03/04/2008
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 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. THANK
YOU.
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. APPROVAL OF THE ANNUAL REPORT INCLUDING THE REMUNERATION Non-Voting *Management Position Unknown
REPORT, FINANCIAL STATEMENTS AND CONSOLIDATED
FINANCIAL STATEMENTS FOR 2007
2. RATIFICATION OF THE BOARD OF DIRECTORS ACTIONS Non-Voting *Management Position Unknown
3. VOTE ON THE APPROPRIATION OF AVAILABLE EARNINGS Non-Voting *Management Position Unknown
4. AMENDMENT OF THE ARTICLES OF INCORPORATION Non-Voting *Management Position Unknown
5.1 RE-ELECTION OF PROF. BRUNO GEHRIG TO THE BOARD, Non-Voting *Management Position Unknown
AS PROVIDED BY THE ARTICLES OF INCORPORATION
5.2 RE-ELECTION OF MR. LODEWIJK J.R. DE VINK TO THE Non-Voting *Management Position Unknown
BOARD, AS PROVIDED BY THE ARTICLES OF INCORPORATION
5.3 RE-ELECTION OF MR. WALTER FREY TO THE BOARD, Non-Voting *Management Position Unknown
AS PROVIDED BY THE ARTICLES OF INCORPORATION
5.4 RE-ELECTION OF DR. ANDREAS OERI TO THE BOARD, Non-Voting *Management Position Unknown
AS PROVIDED BY THE ARTICLES OF INCORPORATION
6. ELECTION OF THE STATUTORY AND THE GROUP AUDITORS Non-Voting *Management Position Unknown
- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 03/24/2008
ISSUER: 71654V408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
03 SPLIT OF THE SHARES THAT REPRESENT THE CAPITAL Management For For
STOCK.
2B APPROVAL OF THE APPOINTMENT OF A SPECIALIZED Management For For
COMPANY TO EVALUATE AND APPROVE THE RESPECTIVE
ASSESSMENT REPORT ELABORATED FOR THE UPB S.A.
INCORPORATION OPERATION, UNDER THE TERMS OF 1
AND 3 OF ART. 227, LAW NO. 6.404/76.
2A APPROVAL OF THE INCORPORATION PROTOCOL AND JUSTIFICATION, Management For For
DATED FEBRUARY 29, 2008, SIGNED BY PETROBRAS,
AS THE SURVIVING COMPANY, AND BY UPB S.A., AS
THE ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE
PERTINENT DOCUMENTS, AND WITH UPB S.A. S INCORPORATION
OPERATION APPROVAL.
1B APPROVAL OF THE APPOINTMENT OF A SPECIALIZED Management For For
COMPANY TO EVALUATE AND APPROVE THE RESPECTIVE
ASSESSMENT REPORT ELABORATED FOR THE PRAMOA PARTICIPACOES
S.A. INCORPORATION OPERATION, UNDER THE TERMS
OF 1 AND 3 OF ART. 227, LAW NO. 6.404/76.
1A APPROVAL OF THE INCORPORATION PROTOCOL AND JUSTIFICATION, Management For For
DATED FEBRUARY 28, 2008, SIGNED BY PETROBRAS,
AS THE SURVIVING COMPANY, AND BY PRAMOA PARTICIPACOES
S.A., AS THE ACQUIRED COMPANY, TOGETHER WITH
THE RESPECTIVE PERTINENT DOCUMENTS, AND WITH
PRAMOA PARTICIPACOES S.A. S INCORPORATION OPERATION
APPROVAL.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 23 of 105
- --------------------------------------------------------------------------------
CANON INC. CAJ AGM MEETING DATE: 03/28/2008
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 For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
2.6 APPOINT A DIRECTOR Management For For
2.7 APPOINT A DIRECTOR Management For For
2.8 APPOINT A DIRECTOR Management For For
2.9 APPOINT A DIRECTOR Management For For
2.10 APPOINT A DIRECTOR Management For For
2.11 APPOINT A DIRECTOR Management For For
2.12 APPOINT A DIRECTOR Management For For
2.13 APPOINT A DIRECTOR Management For For
2.14 APPOINT A DIRECTOR Management For For
2.15 APPOINT A DIRECTOR Management For For
2.16 APPOINT A DIRECTOR Management For For
2.17 APPOINT A DIRECTOR Management For For
2.18 APPOINT A DIRECTOR Management For For
2.19 APPOINT A DIRECTOR Management For For
2.20 APPOINT A DIRECTOR Management For For
2.21 APPOINT A DIRECTOR Management For For
2.22 APPOINT A DIRECTOR Management For For
2.23 APPOINT A DIRECTOR Management For For
2.24 APPOINT A DIRECTOR Management For For
2.25 APPOINT A DIRECTOR Management For For
3.1 APPOINT A CORPORATE AUDITOR Management For For
3.2 APPOINT A CORPORATE AUDITOR Management For For
4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For
DIRECTORS AND CORPORATEAUDITORS
5 APPROVE PAYMENT OF BONUSES TO DIRECTORS Management For For
6 ALLOW BOARD TO AUTHORIZE USE OF STOCK OPTIONS Other For For
- --------------------------------------------------------------------------------
STRAUMANN HOLDING AG, BASEL QS5 OGM MEETING DATE: 03/28/2008
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 CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US
NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF ACTUAL RECORD DATE. PLEASE ALSO NOTE THAT
THE NEW CUT-OFF DATE IS 22 FEB 2008. 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 24 of 105
- --------------------------------------------------------------------------------
STRAUMANN HOLDING AG, BASEL QS5 OGM MEETING DATE: 03/28/2008
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 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 MEETING 436832, 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 2007 BUSINESS REPORT AND THE REPORTS Management Take No Action
OF THE AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE 2007 ANNUAL REPORT, 2007 ANNUAL FINANCIAL Management Take No Action
STATEMENTS AND THE 2007 CONSOLIDATED FINANCIAL
STATEMENTS
3. APPROVE THE APPROPRIATION OF THE AVAILABLE EARNINGS Management Take No Action
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management Take No Action
5.1 ELECT DR. H. C. RUDOLF MAAG AS A DIRECTOR FOR Management Take No Action
A TERM OF 3 YEARS
5.2 ELECT DR. SEBASTIAN BURCHHARDT AS A DIRECTOR Management Take No Action
FOR A TERM OF 3 YEARS
5.3 ELECT MR. JUERG MORANT AS A DIRECTOR FOR A TERM Management Take No Action
OF 3 YEARS
6. APPOINT THE AUDITORS AND THE GROUP AUDITORS FOR Management Take No Action
2008
7.1 AMEND ARTICLE 2.1.2 OF THE ARTICLE OF ASSOCIATION Management Take No Action
AS SPECIFIED
7.2 APPROVE TO EXTEND THE TRANSFERABILITY RESTRICTIONS Management Take No Action
ON THE CONDITIONAL SHARE CAPITAL IN ACCORDANCE
WITH THE ARTICLES OF ASSOCIATION THROUGH THE
REPLACEMENT OF ARTICLE 2.3 OF THE ARTICLES OF
ASSOCIATION
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN RECORD DATE. IF YOU HAVEALREADY SENT IN 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: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 25 of 105
- --------------------------------------------------------------------------------
TOKAI CARBON CO.,LTD. TKCBF.PK AGM MEETING DATE: 03/28/2008
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 For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
2.6 APPOINT A DIRECTOR Management For For
2.7 APPOINT A DIRECTOR Management For For
2.8 APPOINT A DIRECTOR Management For For
2.9 APPOINT A DIRECTOR Management For For
3.1 APPOINT A CORPORATE AUDITOR Management For For
3.2 APPOINT A CORPORATE AUDITOR Management For For
3.3 APPOINT A CORPORATE AUDITOR Management For For
3.4 APPOINT A CORPORATE AUDITOR Management For For
4 APPROVE ADOPTION OF ANTI-TAKEOVER DEFENSE MEASURES Management Against Against
- --------------------------------------------------------------------------------
WILLIAM DEMANT HOLDING WDH.F AGM MEETING DATE: 03/31/2008
ISSUER: K9898W129 ISIN: DK0010268440
SEDOL: B28N770, 5991819, B01XWB2, 5961544
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
1. ADOPT THE REPORT OF THE DIRECTORS ON THE COMPANY Management For For
S ACTIVITIES DURING THE PAST FY
2. RECEIVE AND ADOPT THE AUDITED ANNUAL REPORT, Management For For
INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS
3. APPROVE TO TRANSFER THE PROFIT OF DKK 884 MILLION Management For For
TO THE COMPANY S RESERVES TO THE EFFECT THAT
NO DIVIDEND WILL BE PAID
4. RE-ELECT MR. LARS NORBY JOHANSEN, MR. PETER FOSS, Management For For
MR. MICHAEL PRAM RASMUSSEN AS THE DIRECTORS,
UNDER THE ARTICLE 11.2 OF THE ARTICLES OF ASSOCIATION;
ELECT MR. NIELS B. CHRISTIANSEN, VICE CEO OF
DANFOSS A/S AS A NEW DIRECTOR
5. RE-ELECT DELOITTE STATSAUTORISERET REVISIONSAKTIESELSKAB Management For For
AS THE AUDITOR
6.a APPROVE, PURSUANT TO SECTION 25 OF THE DANISH Management For For
COMPANIES ACT, TO INSERT A PROVISION AS A NEW
ARTICLE 5.4 INTO THE ARTICLES OF THE ASSOCIATION
THAT THE COMPANY S REGISTER OF THE SHAREHOLDERS
SHALL BE KEPT BY AKTIEBOG DENMARK A/S, KONGEVEJEN
118, DK-2840 HOLTE, DENMARK
7. ANY OTHER BUSINESS Non-Voting *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 26 of 105
6.b APPROVE TO REDUCE THE COMPANY S SHARE CAPITAL Management For For
BY REDEMPTION OF THE COMPANY S HOLDING OF TREASURY
SHARES OF NO LESS THAN THE NOMINAL SUM OF DKK
1,800,000 AND NO MORE THAN THE NOMINAL SUM OF
DKK 2,500,000; THE COMPANY S TREASURY SHARES
ARE ACQUIRED AS PART OF THE COMPANY S SHARE BUY
BACK PROGRAMME; THE AMOUNT OF THE REDUCTION WILL
BE PAID TO THE SHAREHOLDERS UNDER SECTION 44A(1)(2)
OF THE DANISH COMPANIES ACT; THE GENERAL MEETING
WILL BE INFORMED OF THE FINAL NOMINAL AMOUNT
OF THE REDUCTION, THE AMOUNT TO BE PAID TO THE
SHAREHOLDERS, AND THE AMOUNT EXCEEDING THE NOMINAL
AMOUNT OF THE REDUCTION; THE SHARE BUY-BACK PROGRAMME
WILL AS USUAL RUN UNTIL THE GENERAL MEETING;
AT THE TIME OF THE PUBLICATION OF THE ANNUAL
REPORT 2007 ON 06 MAR 2008, THE COMPANY HELD
1,819,520 TREASURY SHARES; AS A RESULT OF THE
CAPITAL REDUCTION, AMEND ARTICLE 4.1 OF THE ARTICLES
OF ASSOCIATION TO REFLECT THE SHARE CAPITAL AFTER
THE REDUCTION
6.c AUTHORIZE THE BOARD OF DIRECTORS, UNTIL THE NEXT Management For For
AGM TO ARRANGE FOR THE COMPANY TO BUY BACK SHARES
OF A NOMINAL VALUE OF UP TO 10% OF THE SHARE
CAPITAL; THE PURCHASE PRICE OF SUCH SHARES MAY
NOT DIFFER BY MORE THAN 10% FROM THE PRICE QUOTED
ON OMX NORDIC EXCHANGE COPENHAGEN AT THE TIME
OF THE ACQUISITION
6.d AUTHORIZE THE CHAIRMAN OF THE GENERAL MEETING Management For For
TO MAKE SUCH ADDITIONS, ALTERATIONS OR AMENDMENTS
TO OR IN THE RESOLUTIONS PASSED BY THE GENERAL
MEETING AND THE APPLICATION FOR REGISTRATION
THEREOF TO THE DANISH COMMERCE AND COMPANIES
AGENCY AS THE AGENCY MAY REQUIRE FOR REGISTRATION
- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBR ANNUAL MEETING DATE: 04/04/2008
ISSUER: 71654V408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
O1 MANAGEMENT REPORT AND FINANCIAL STATEMENTS, TOGETHER Management For For
WITH THE AUDIT COMMITTEE S REPORT FOR THE FISCAL
YEAR ENDING ON DECEMBER 31, 2007.
O2 2008 FISCAL YEAR CAPITAL BUDGET. Management For For
O3 2007 FISCAL YEAR RESULT APPROPRIATION. Management For For
O4 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Management For For
O5 ELECTION OF THE PRESIDENT OF THE BOARD OF DIRECTORS. Management For For
O6 ELECTION OF THE MEMBERS OF THE AUDIT COMMITTEE Management For For
AND THEIR RESPECTIVE SUBSTITUTES.
O7 DETERMINATION OF THE MANAGERS WAGES, INCLUDING Management For For
THEIR PROFIT PARTICIPATION, PURSUANT TO ARTICLES
41 AND 56 OF THE ARTICLES OF INCORPORATION, AS
WELL AS THAT OF THE FULL MEMBERS OF THE AUDIT
COMMITTEE.
E1 CAPITAL STOCK INCREASE VIA THE INCORPORATION Management For For
OF PART OF THE CAPITAL RESERVES AND OF PROFIT
RESERVES, FOR A TOTAL OF R$26,323 MILLION, INCREASING
THE CAPITAL STOCK FROM R$52,644 MILLION TO R$78,967
MILLION, WITHOUT CHANGING THE NUMBER OF ORDINARY
AND PREFERRED SHARES, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 27 of 105
- --------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY NSRGF.PK OGM MEETING DATE: 04/10/2008
ISSUER: H57312466 ISIN: CH0012056047 BLOCKING
SEDOL: B0ZGHZ6, 3056044, 7125274, B01F348, 7123870, 7126578
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.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US
NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS AN AGM. 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. 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.
- --------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY NSRGF.PK AGM MEETING DATE: 04/10/2008
ISSUER: H57312466 ISIN: CH0012056047
SEDOL: B0ZGHZ6, 3056044, 7125274, B01F348, 7123870, 7126578
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 MEETING438827, 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. APPROVE THE ANNUAL REPORT, ANNUAL FINANCIAL STATEMENTS Management Take No Action
OF NESTLE S.A., AND CONSOLIDATED FINANCIAL STATEMENTS
OF NESTLE GROUP 2007, REPORT OF THE AUDITORS
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management Take No Action
THE MANAGEMENT
3. APPROVE THE APPROPRIATION OF PROFITS RESULTING Management Take No Action
FROM THE BALANCE SHEET OF NESTLE S.A.
4.1.1 ELECT MR. ANDREAS KOOPMANN TO THE BOARD OF DIRECTORS Management Take No Action
FOR A TERM OF 3 YEARS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 28 of 105
4.1.2 ELECT MR. ROLF HAENGGI TO THE BOARD OF DIRECTORS Management Take No Action
FOR A TERM OF 3 YEARS
4.2.1 ELECT MR. PAUL BULCKE TO THE BOARD OF DIRECTORS Management Take No Action
FOR A TERM OF 3 YEARS
4.2.2 ELECT MR. BEAT W. HESS TO THE BOARD OF DIRECTORS Management Take No Action
FOR A TERM OF 3 YEARS
4.3 RE-ELECT KPMG SA AS THE AUDITORS FOR A TERM OF Management Take No Action
1 YEAR
5.1 APPROVE CHF 10.1 MILLION REDUCTION IN SHARE CAPITAL Management Take No Action
VIA CANCELLATION OF 10.1 MILLION
5.2 APPROVE 1:10 STOCK SPLIT Management Take No Action
5.3 AMEND THE ARTICLE 5 AND 5 BIS PARAGRAPH 1 OF Management Take No Action
THE ARTICLES OF ASSOCIATION
6. APPROVE THE COMPLETE REVISION OF THE ARTICLES Management Take No Action
OF ASSOCIATION
- --------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC CBY AGM MEETING DATE: 04/11/2008
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: B02S7G6, 5659883, 0610700, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. APPROVE THE AUDITED FINANCIAL STATEMENTS FOR Management For For
THE YE 31 DEC 2007 AND RECEIVE THE REPORTS OF
THE DIRECTORS AND THE AUDITORS
2. DECLARE THE RECOMMENDED FINAL DIVIDEND OF 10.5 Management For For
PENCE PER ORDINARY SHARE PAYABLE ON 16 MAY 2008
TO HOLDERS OF ORDINARY SHARES REGISTERED AT THE
CLOSE OF BUSINESS ON 01 MAY 2008
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For For
IN THE 2007 ANNUAL REPORT AND ACCOUNTS
4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For For
OF THE COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT LORD PATTEN AS A DIRECTOR OF THE COMPANY, Management For For
WHO RETIRES BY ROTATION
6. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For For
COMPANY, WHO RETIRES BY ROTATION
7. RE-APPOINT MR. GUY ELLIOTT AS A DIRECTOR OF THE Management For For
COMPANY WHO WAS APPOINTED BY THE BOARD SINCE
THE LAST AGM
8. RE-APPOINT MR. ELLEN MARRAM AS A DIRECTOR OF Management For For
THE COMPANY WHO WAS APPOINTED BYTHE BOARD SINCE
THE LAST AGM
10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For For
OF THE AUDITORS
9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For For
OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 29 of 105
11. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For For
SECTION 80 OF THE COMPANIES ACT 1985 UP TO A
MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP 87,100,490;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
OF THE COMPANY; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.12 AUTHORIZE THE DIRECTORS, TO ALLOT EQUITY SECURITIES Management For For
SECTION 94 OF THE COMPANIES ACT 1985, FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
11 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) OF THE COMPANIES
ACT 1985 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; AND
II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
13,197,043 5% OF THE ISSUED SHARE CAPITAL; 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.13 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For For
WITH SECTION 166(1) 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
26,394,087; 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 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
- --------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC CBY CRT MEETING DATE: 04/11/2008
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: B02S7G6, 5659883, 0610700, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. APPROVE, WITH OR WITHOUT MODIFICATION, A SCHEME Management For For
OF ARRANGEMENT THE SCHEMEPROPOSED TO BE MADE
BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS
AS DEFINED IN THE SCHEME
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 30 of 105
- --------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC CBY OGM MEETING DATE: 04/11/2008
ISSUER: G17444152 ISIN: GB0006107006
SEDOL: B02S7G6, 5659883, 0610700, 6149703
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
S.1 APPROVE, THE PURPOSE OF GIVING EFFECT TO THE Management For For
SCHEME OF ARRANGEMENT DATED 19 MAR 2008 IN ITS
ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION,
ADDITION OR CONDITION APPROVED OR IMPOSED BY
THE COURT THE SCHEME PROPOSED TO BE MADE BETWEEN
THE COMPANY AND THE SCHEME SHAREOWNERS AS SPECIFIED:
I) TO REDUCE THE SHARE CAPITAL OF THE COMPANY
BY CANCELLING AND EXTINGUISHING THE SCHEME SHARES
AS SPECIFIED; II) FORTHWITH AND CONTINGENTLY
UPON THE REDUCTION OF CAPITAL OF THIS RESOLUTION
TAKING EFFECT: (A) TO INCREASE THE AUTHORIZED
SHARE CAPITAL OF THE COMPANY TO ITS FORMER AMOUNT
BY THE CREATION OF SUCH NUMBER OF NEW CADBURY
SCHWEPPES ORDINARY SHARES AS SHALL BE EQUAL TO
THE AGGREGATE NOMINAL AMOUNT OF THE SCHEME SHARES
CANCELLED TO THIS RESOLUTION; AND (B) THE COMPANY
SHALL APPLY THE CREDIT ARISING IN ITS BOOKS OF
ACCOUNT AS A RESULT OF SUCH REDUCTION OF CAPITAL
IN PAYING UP IN FULL AT PAR THE NUMBER OF NEW
CADBURY SCHWEPPES ORDINARY SHARES CREATED PURSUANT
TO THIS RESOLUTION AND SHALL ALLOT AND ISSUE
THE SAME, CREDITED AS FULLY PAID, TO CADBURY
PLC AS SPECIFIED AND/OR ITS NOMINEE(S); AND AUTHORIZE
THE DIRECTORS OF THE COMPANY, FORTHWITH AND CONTINGENTLY
UPON THE REDUCTION OF CAPITAL TO THIS RESOLUTION
TAKING EFFECT, FOR THE PURPOSES OF SECTION 80
OF THE COMPANIES ACT 1985, TO ALLOT AND ISSUE
SUCH NEW CADBURY SCHWEPPES ORDINARY SHARES OF
THIS RESOLUTION PROVIDED THAT (A) THE MAXIMUM
AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH
MAY BE ALLOTTED AND ISSUED HEREUNDER SHALL BE
GBP 87,100,490; AUTHORITY SHALL EXPIRE AT THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY; AND
THIS AUTHORITY SHALL BE WITHOUT PREJUDICE AND
IN ADDITION TO ANY SUBSISTING AUTHORITY CONFERRED
ON THE DIRECTORS OF THE COMPANY PURSUANT TO THE
SAID SECTION 80; AND AUTHORIZE THE COMPANY, PRIOR
TO THE REDUCTION OF CAPITAL REFEREED TO THIS
RESOLUTION TAKING EFFECT, TO ISSUE AND ALLOT
ONE NEW DEFERRED SHARE TO CADBURY PLC; AND AMEND,
WITH EFFECT FROM THE PASSING OF THIS RESOLUTION,
THE ARTICLES OF ASSOCIATION OF THE COMPANY BY
THE ADOPTION AND INCLUSION OF THE NEW ARTICLE
4A AS SPECIFIED
S.2 APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For For
1 CONVENING THIS MEETING, THE DEMERGER OF AMERICAS
BEVERAGES AS SPECIFIED, AND AUTHORIZE THE DIRECTORS
OR A DULY AUTHORIZED COMMITTEE OF THE DIRECTORS
TO CARRY THE SAME INTO EFFECT WITH SUCH NON-MATERIAL
AMENDMENTS AS THEY SHALL DEEM NECESSARY OR APPROPRIATE
AND IN CONNECTION THEREWITH: AND TO DO OR PROCURE
TO BE DONE ALL SUCH ACTS AND THINGS ON BEHALF
OF THE COMPANY AND ANY OF ITS SUBSIDIARIES AS
THEY CONSIDER NECESSARY OR EXPEDIENT FOR THE
PURPOSE OF GIVING EFFECT TO THE DEMERGER; AND
ENTRY INTO THE DEMERGER AGREEMENTS AS SPECIFIED
AND TO CARRY THE SAME INTO EFFECT WITH ALL SUCH
NON-MATERIAL AMENDMENTS AS THEY SHALL DEEM NECESSARY
OR APPROPRIATE
S.3 APPROVE THE PROPOSED REDUCTION OF CAPITAL OF Management For For
CADBURY PLC APPROVEED AT A GENERAL MEETING BY
A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF CADBURY
PLC TO IMPLEMENT THE CADBURY PLC REDUCTION OF
CAPITAL AS SPECIFIED
4. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For For
TO AND CONDITIONAL UPON THE RESOLUTIONS 1 AND
2, OR A DULY AUTHORIZED COMMITTEE OF THE DIRECTORS
TO MAKE SUCH AMENDMENTS TO THE CADBURY SCHWEPPES
LONG TERM INCENTIVE PLAN 2004, THE CADBURY SCHWEPPES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 31 of 105
BONUS SHARE RETENTION PLAN, THE CADBURY SCHWEPPES
SHARE OPTION PLAN 2004, THE CADBURY SCHWEPPES
(NEW ISSUE SHARE OPTION PLAN 2004 AND THE CADBURY
SCHWEPPES INTERNATIONAL SHARE AWARD PLAN AS ARE
NECESSARY OR DESIRABLE TO GIVE EFFECT TO THE
PROPOSED TREATMENT OF THE PARTICIPANTS IN THOSE
PLANS, AS SPECIFIED
5. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For For
RESOLUTION 1, THE ESTABLISHMENT BY CADBURY PLC
OF THE CADBURY PLC 2008 SHARE OPTION PLAN, THE
CADBURY PLC 2008 LONG TERM INCENTIVE PLAN, THE
CADBURY PLC 2008 BONUS SHARE RETENTION PLAN AND
THE CADBURY PLC 2008 INTERNATIONAL SHARE AWARD
PLAN, THE PRINCIPAL TERMS, AS SPECIFIED
6. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For For
RESOLUTION 1, THE ESTABLISHMENT BY CADBURY PLC
OF THE CADBURY PLC 2008 SAVINGS RELATED SHARE
OPTION SCHEME, THE CADBURY PLC 2008 IRISH SAVINGS
RELATED SHARE OPTION SCHEME, THE CADBURY PLC
2008 IRISH AVC SAVINGS RELATED SHARE OPTION SCHEME,
THE CADBURY PLC 2008 INTERNATIONAL SAVINGS RELATED
SHARE OPTION SCHEME, THE CADBURY PLC 2008 US
EMPLOYEES SHARE OPTION PLAN, THE CADBURY PLC
2008 AMERICAS EMPLOYEES SHARE OPTION PLAN, THE
CADBURY PLC 2008 ASIA PACIFIC EMPLOYEE SHARE
ACQUISITION PLAN, THE CHOICES 2008 SHARE INCENTIVE
PLAN AND THE CADBURY PLC 2008 IRISH EMPLOYEE
SHARE SCHEME, THE PRINCIPAL TERMS, AS SPECIFIED
7. AUTHORIZE THE DIRECTORS OF CADBURY PLC, SUBJECT Management For For
TO AND CONDITIONAL UPON THE RESOLUTION 1, TO
ESTABLISH EMPLOYEE SHARE SCHEMES IN ADDITION
TO THOSE MENTIONED IN THE RESOLUTIONS 5 AND 6
THE SCHEMES FOR THE BENEFIT OF THE OVERSEAS EMPLOYEES
OF CADBURY PLC AND ITS SUBSIDIARIES PROVIDED
THAT SUCH ADDITIONAL SCHEMES OPERATE WITHIN THE
EQUITY DILUTION LIMITS APPLICABLE TO THE SCHEMES
AND SAVE TO THE EXTENT NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF OVERSEAS TAX, SECURITIES AND
EXCHANGE CONTROL LAWS SUCH ADDITIONAL SCHEMES
DO NOT CONFER UPON PARTICIPANTS BENEFITS WHICH
ARE GREATER THAN THOSE WHICH COULD BE OBTAINED
FROM THE SCHEMES AND THAT, ONCE SUCH ADDITIONAL
SCHEMES HAVE BEEN ESTABLISHED, THEY MAY NOT BE
AMENDED WITHOUT THE APPROVAL OF THE CADBURY PLC
SHAREOWNERS IF SUCH APPROVAL WOULD BE REQUIRED
TO AMEND THE CORRESPONDING PROVISIONS OF THE
SCHEMES
8. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For For
RESOLUTIONS 1 AND 5, THE PROPOSED INCREASE IN
THE MAXIMUM VALUE OF AN ANNUAL AWARD UNDER THE
CADBURY PLC 2008 LONG TERM INCENTIVE PLAN TO
300% OF BASIC PAY
- --------------------------------------------------------------------------------
ANGLO AMERICAN PLC, LONDON AAL.L AGM MEETING DATE: 04/15/2008
ISSUER: G03764134 ISIN: GB00B1XZS820
SEDOL: B1YW0Q4, B1XZS82, B1YWCG8, B1YYNZ0, B1YVRG0, B1YW0L9, B1Z91K5
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For For
AND THE GROUP AND THE REPORTSOF THE DIRECTORS
AND AUDITORS FOR THE YE 31 DEC 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 32 of 105
2. DECLARE A FINAL DIVIDEND OF 86 US CENTS, PAYABLE Management For For
ON 30 APR 2008 TO THOSE SHAREHOLDERS REGISTERED
AT THE CLOSE OF BUSINESS ON 14 MAR 2008
3. ELECT SIR C. K. CHOW AS A DIRECTOR OF THE COMPANY Management For For
4. RE-ELECT MR. CHRIS FAY AS A DIRECTOR OF THE COMPANY Management For For
5. RE-ELECT SIR ROB MARGETTS AS A DIRECTOR OF THE Management For For
COMPANY
6. RE-ELECT MR. RENE MEDORI AS A DIRECTOR OF THE Management For For
COMPANY
7. RE-ELECT MR. KAREL VAN MIERTT AS A DIRECTOR OF Management For For
THE COMPANY
8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For For
OF THE COMPANY FOR THE ENSUING YEAR
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For For
OF THE AUDITORS
10. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For
THE YE 31 DEC 2007 AS SPECIFIED
11. APPROVE, TO RESOLVE THAT THE RULES OF THE ANGLO Management For For
AMERICAN SHARESAVE OPTION PLAN THE SHARESAVE
PLAN; AND AUTHORIZE THE DIRECTORS TO MAKE SUCH
MODIFICATIONS TO THE SHARESAVE PLAN AS THEY MAY
CONSIDER NECESSARY TO OBTAIN THE RELEVANT TAX
AUTHORITIES OR TO TAKE ACCOUNT OF THE REQUIREMENTS
OF THE FINANCIAL SERVICES AUTHORITY AND BEST
PRACTICE AND TO ADOPT THE SHARESAVE PLAN AS SO
MODIFIED AND DO ALL SUCH ACTS AND THINGS NECESSARY
TO OPERATE THE SHARESAVE PLAN
S.12 APPROVE, TO RESOLVE THAT THE RULES OF THE ANGLO Management For For
AMERICAN DISCRETIONARY OPTIONPLAN THE DISCRETIONARY
PLAN; AND AUTHORIZE THE DIRECTORS TO MAKE SUCH
MODIFICATIONS TO THE DISCRETIONARY PLAN AS THEY
MAY CONSIDER NECESSARY TO OBTAIN THE RELEVANT
TAX AUTHORITIES OR TO TAKE ACCOUNT OF THE REQUIREMENTS
OF THE FINANCIAL SERVICES AUTHORITY AND BEST
PRACTICE AND TO ADOPT THE DISCRETIONARY PLAN
AS SO MODIFIED AND DO ALL SUCH ACTS AND THINGS
NECESSARY TO OPERATE THE DISCRETIONARY PLAN
S.13 APPROVE, TO RESOLVE THAT THE SUBSCRIPTION FOR Management For For
NEW SHARES AND THE ACQUISITION OF TREASURY SHARES
PURSUANT TO THE TRUST DEED AND RULES OF THE ANGLO
AMERICAN SHARE INCENTIVE PLAN THE SIP
S.14 APPROVE TO RENEW THE AUTHORITY TO ALLOT RELEVANT Management For For
SECURITIES CONFERRED ON THE DIRECTORS BY ARTICLE
9.2 OF THE COMPANY S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 72.5
MILLION 131.95 MILLION ORDINARY SHARES; AUTHORITY
EXPIRES AT THE AGM OF THE COMPANY IN 2009
S.15 APPROVE TO RENEW THE POWER, SUBJECT TO THE PASSING Management For For
OF ORDINARY RESOLUTION 14,TO ALLOT EQUITY SECURITIES
WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY
ARTICLE 9.3 OF THE COMPANY S ARTICLES OF ASSOCIATION,
UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 36 MILLION
65.5 MILLION ORDINARY SHARES; AUTHORITY EXPIRES
AT THE AGM OF THE COMPANY IN 2009
S.16 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For For
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 OF 198 MILLION ORDINARY SHARES OF 54 86/91
US CENTS EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 54 86/91 US CENTS IN THE
EACH CAPITAL OF THE COMPANY AUTHOIRSED TO BE
ACQUIRED IS 198 MILLION AND THE MAXIMUM PIRCE
WHICH MAY BE PAID FOR AN ORDINARY SHARES OF 54
86/91 US CENTS; UP TO 105% OF THE AVERAGE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS, ON WHICH SUCH
ORDINARY SHARE IS CONTRACTED TO BE PURCHASED
AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 33 of 105
THE BUY BACK AND STABILIZATION REGULATIONS 2003;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM
OF THE COMPANY IN 2009; 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 AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED Management For For
WITH EFFECT FROM THE END OF THIS MEETING; AND
ADOPT, WITH EFFECT FROM 0.01 A.M. ON 01 OCT 2008,
OR ANY LATER DATE ON WHICH SECTION 175 OF THE
COMPANIES ACT 2006 COMES INTO EFFECT, THE NEW
ARTICLES A OF THE COMPANY, PURSUANT THIS RESOLUTION
BE AMENDED; I) FOR THE PURPOSES OF SECTION 175
OF THE COMPANIES ACT 2006 SO THAT THE DIRECTORS
BE GIVEN POWER IN THE ARTICLES OF ASSOCIATION
OF THE COMPANY TO AUTHORIZE CERTAIN CONFLICTS
OF INTEREST DESCRIBED IN THAT SECTION; AND II)
BY THE DELETION OF ARTICLES 94, 95 AND 96 IN
THEIR ENTIRELY AND BY THE INSERTION IN THEIR
PLACE OF NEW ARTICLES 94, 94A, 95, 95A AND 96
SUCH AMENDMENTS AS SPECIFIED AND ALL NECESSARY
AND CONSEQUENTIAL NUMBERING AMENDMENTS BE MADE
TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
- --------------------------------------------------------------------------------
MEDIASET SPA, COLOGNO MONZESE MS.MI EGM MEETING DATE: 04/15/2008
ISSUER: T6688Q107 ISIN: IT0001063210 BLOCKING
SEDOL: B020D31, 5077946, B10QPS7, 5474774
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
16 APR 2008. 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.1.1 APPROVE THE FINANCIAL STATEMENTS AT 31 DEC 2007 Management Take No Action
AND THE BOARD OF DIRECTORS MANAGEMENT REPORT
O.1.2 RECEIVE THE REPORTS OF THE INDEPENDENT AUDITORS Management Take No Action
AND THE SUPERVISORY BOARD TO THE GENERAL MEETING
O.1.3 APPROVE THE ALLOCATION OF OPERATING PROFIT; PERTINENT Management Take No Action
RESOLUTIONS
O.2 RECEIVE THE CONSOLIDATED FINANCIAL STATEMENTS Management Take No Action
AT 31 DEC 2007 AND THE REPORTS OF THE BOARD OF
DIRECTORS AND THE INDEPENDENT AUDITORS
O.3.1 APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management Take No Action
O.3.2 APPROVE TO ESTABLISH THE ANNUAL EMOLUMENT OF Management Take No Action
THE SUPERVISORY BOARD
O.4 APPROVE THE ENGAGEMENT TO AUDIT THE FINANCIAL Management Take No Action
STATEMENTS AND THE CONSOLIDATEDFINANCIAL STATEMENTS
AND LIMITED AUDITING OF THE INTERIM REPORT FOR
THE YEAR 2008/2016
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 34 of 105
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management Take No Action
AND SELL THE COMPANY S OWN SHARES, ALSO FOR THE
PURPOSES OF STOCK OPTION PLANS; PERTINENT RESOLUTIONS
E.6 AMEND THE ARTICLES OF THE COMPANY BYLAWS: ARTICLE Management Take No Action
10: GENERAL MEETING, 17, 23, 24: BOARD OF DIRECTORS,
27: SUPERVISORY BOARD, AND FORMAL AMENDMENTS
TO ARTICLES 8 AND 19
- --------------------------------------------------------------------------------
AXA ASIA PACIFIC HOLDINGS LTD AXA.AX AGM MEETING DATE: 04/16/2008
ISSUER: Q12354108 ISIN: AU000000AXA5
SEDOL: B1HKJF7, 6627179, B05PH08, 6617794
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. TO CONSIDER THE FINANCIAL REPORT, DIRECTOR S Non-Voting *Management Position Unknown
REPORT AND THE AUDITOR S REPORT FOR THE YE 31
DEC 2007
2.A RE-ELECT MR. RICK ALLERT AS A DIRECTOR, WHO RETIRES Management For For
BY ROTATION
2.B RE-ELECT MR. MICHAEL BUTLER AS A DIRECTOR, WHO Management For For
RETIRES BY ROTATION
2.C ELECT MR. JOHN DACEY AS A DIRECTOR, WHO RETIRES Management For For
BY ROTATION
2.D ELECT MR. PAUL SAMPSON AS A DIRECTOR, WHO RETIRES Management For For
BY ROTATION
3. APPROVE AND ADOPT THE REMUNERATION REPORT FOR Management For For
THE YE 31 DEC 2007
4. APPROVE THE GRANT TO MR. ANDREW PENN GROUP CHIEF Management For For
EXECUTIVE OF UP TO 575,000ALLOCATION RIGHTS AND
OF UP TO 70,000 PERFORMANCE RIGHTS, SUCH PARTICIPATION
TO BE IN ACCORDANCE WITH THE TERMS OF THE AXA
APH EXECUTIVE PERFORMANCE PLAN EXECUTIVE PERFORMANCE
PLAN
- --------------------------------------------------------------------------------
BP PLC, LONDON BP AGM MEETING DATE: 04/17/2008
ISSUER: G12793108 ISIN: GB0007980591
SEDOL: 0798059, 5790265, 7110786, B02S6Z8, 5789401, 6167493
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE DIRECTOR S ANNUAL REPORT AND ACCOUNTS Management For For
2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
3. RE-ELECT MR. A BURGMANS AS A DIRECTOR Management For For
4. RE-ELECT MRS. C.B. CARROLL AS A DIRECTOR Management For For
5. RE-ELECT SIR WILLIAM CASTELL AS A DIRECTOR Management For For
6. RE-ELECT MR. I.C. CONN AS A DIRECTOR Management For For
7. RE-ELECT MR. G. DAVID AS A DIRECTOR Management For For
8. RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For For
9. RE-ELECT MR. D.J. FLINT AS A DIRECTOR Management For For
10. RE-ELECT DR. B.E. GROTE AS A DIRECTOR Management For For
11. RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR Management For For
12. RE-ELECT MR. A.G. INGLIS AS A DIRECTOR Management For For
13. RE-ELECT DR. D.S. JULIUS AS A DIRECTOR Management For For
14. RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR Management For For
15. RE-ELECT SIR IAN PROSER AS A DIRECTOR Management For For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 35 of 105
16. RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For For
S.18 ADOPT NEW ARTICLES OF ASSOCIATION Management For For
17. RE-APPOINT ERNST AND YOUNG LLP AS THE AUDITORS Management For For
AND AUTHORIZE THE BOARD TO FIXTHEIR REMUNERATION
S.19 APPROVE TO GIVE LIMITED AUTHORITY FOR THE PURCHASE Management For For
OF ITS OWN SHARES BY THE COMPANY
20. APPROVE TO GIVE LIMITED AUTHORITY TO ALLOT SHARES Management For For
UP TO A SPECIFIED AMOUNT
S.21 APPROVE TO GIVE AUTHORITY TO ALLOT A LIMITED Management For For
NUMBER OF SHARES FOR CASH FREE OF PRE-EMPTION
RIGHTS
- --------------------------------------------------------------------------------
RIO TINTO PLC, LONDON RTP AGM MEETING DATE: 04/17/2008
ISSUER: G75754104 ISIN: GB0007188757
SEDOL: 4718699, 6720595, 0718875, 5725676, B02T7C5, B0CRGK0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT IN ACCORDANCE WITH RIO TINTO Non-Voting *Management Position Unknown
S DUAL LISTED COMPANIES STRUCTURE, AS JOINT DECISION
MATTERS, RESOLUTIONS 1 TO 10 WILL BE VOTED ON
BY RIO TINTO PLC AND RIO TINTO LIMITED SHAREHOLDERS
AS A JOINT ELECTORATE
1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS AND Management For For
THE REPORT OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2007
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For For
DEC 2006 AS SPECIFIED
3. ELECT MR. RICHARD EVANS AS A DIRECTOR Management For For
4. ELECT MR. YVES FORTIER AS A DIRECTOR Management For For
5. ELECT MR. PAUL TELLIER AS A DIRECTOR Management For For
6. RE-ELECT MR. THOMAS ALBANESE AS A DIRECTOR Management For For
7. RE-ELECT MR. VIVIENNE COX AS A DIRECTOR Management For For
8. RE-ELECT MR. RICHARD GOODMANSON AS A DIRECTOR Management For For
9. RE-ELECT MR. PAUL SKINNER AS A DIRECTOR Management For For
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For For
AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE
AUDIT COMMITTEE TO DETERMINE THE AUDITORS REMUNERATION
* PLEASE NOTE THAT IN ACCORDANCE WITH RIO TINTO Non-Voting *Management Position Unknown
S DUAL LISTED COMPANIES STRUCTURE, RESOLUTIONS
11 TO 15 WILL BE VOTED ON BY RIO TINTO PLC SHAREHOLDERS
ONLY
11. AUTHORIZE THE COMPANY IN ACCORDANCE WITH THE Management For For
PROVISIONS OF THE COMPANIES ACT 2006 TO SEND,
CONVEY OR SUPPLY ALL TYPES OF NOTICES, DOCUMENTS
OR INFORMATION TO THE SHAREHOLDERS 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 OF INFORMATION
AVAILABLE ON A WEBSITE
12. APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For For
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 16 APR 2009 AND THE DATE OF AGM IS 2009, BEING
NO LATER THAN 30 JUN 2009, AND FOR SUCH PERIOD
THE SECTION 80 AMOUNT SHALL BE GBP 35,571,000
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 36 of 105
S.13 APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For For
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 16 APR 2009 AND THE DATE OF AGM
IN 2009, BEING NO LATER THAN 30 JUN 2009, AND
FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE
GBP 6,788,000
S.14 AUTHORIZE THE COMPANY RIO TINTO PLC, RIO TINTO Management For For
LIMITED AND 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 99,770,000 RTP ORDINARY SHARES
10% OF THE ISSUED, PUBLICLY HELD, ORDINARY SHARE
CAPITAL OF THE COMPANY AS AT 22 FEB 2008 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 16 APR 2009 AND
THE DATE OF THE AGM IN 2009; 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 99,770,000 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 30
JUN 2009 AND THE DATE OF THE AGM IN 2009
S.15 AMEND THE ARTICLES OF ASSOCIATION THE COMPANY Management For For
WITH EFFECT FROM 1 OCT 2008, ORANY LATER DATE
ON WHICH SECTION 175 OF THE COMPANIES ACT 2006
COMES INTO EFFECT BY DELETION OF ARTICLES 99,
100 AND 101 IN THEIR ENTIRELY AND BY INSERTING
IN THEIR PLACE NEW ARTICLES 99, 99A, 100, 100A
AND 101 IN ACCORDANCE WITH DOCUMENT PRODUCED
TO THE MEETING (AND FOR THE PURPOSE OF IDENTIFICATION
MARKED B AND INITIALED BY THE CHAIRMAN) IN
ACCORDANCE WITH RIO TINTO S DUAL LISTED COMPANIES
STRUCTURE, AS A CLASS RIGHTS ACTION, RESOLUTION
16 WILL BE VOTED BY RIO TINTO PLC LIMITED SHAREHOLDERS
SEPARATELY
* PLEASE NOTE THAT IN ACCORDANCE WITH RIO TINTO Non-Voting *Management Position Unknown
S DUAL LISTED COMPANIES STRUCTURE, AS A CLASS
RIGHTS ACTION, RESOLUTION 16 WILL BE VOTED ON
BY RIO TINTO PLC AND RIO TINTO LIMITED SHAREHOLDERS
SEPARATELY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 37 of 105
S.16 AMEND THE ARTICLES OF ASSOCIATION THE COMPANY Management For For
IN ACCORDANCE WITH ARTICLE 60(B)(I) OF THE COMPANY
S ARTICLES OF ASSOCIATION BY DELETING IN ITS
ENTIRELY ARTICLE 8A(B)(V) AND THE WORDS FOR THE
PURPOSE OF THIS ARTICLE, THE PRESCRIBED PERCENTAGE
SHALL BE 100% OR SUCH LOWER PERCENTAGE AS THE
BOARD RESOLVES AT THE DATE OF ISSUE OF THE DLC
DIVIDEND SHARE AND IMMEDIATELY THEREAFTER; B)
THE CONSTITUTION OF RIO TINTO LIMITED BE AMENDED
BY DELETING IN THEIR ENTIRETY RULE SA(A)(II)(E)
AND RULE SA(B)
- --------------------------------------------------------------------------------
ORASCOM TELECOM S A E OTC.BE OGM MEETING DATE: 04/21/2008
ISSUER: 68554W205 ISIN: US68554W2052
SEDOL: 4007739, B0218M8, B012D49
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. APPROVE AND RATIFY THE BOARD OF DIRECTORS REPORT Management Take No Action
ON THE COMPANY S ACTIVITY DURING THE FYE 31 DEC
2007
2. APPROVE THE FINANCIAL STATEMENTS OF THE FYE 31 Management Take No Action
DEC 2007, AND RATIFY THE GENERAL BALANCE SHEET
AND THE PROFITS AND LOSS ACCOUNTS OF THE FYE
31 DEC 2007
3. RATIFY THE AUDITORS REPORT OF THE FYE 31 DEC 2007 Management Take No Action
4. APPROVE THE DISTRIBUTION OF PROFITS OF THE FYE Management Take No Action
31 DEC 2007
5. GRANT DISCHARGE TO THE CHAIRMAN AND THE BOARD Management Take No Action
MEMBERS REGARDING THE FYE 31 DEC 2007
6. APPROVE THE SPECIFICATION OF THE BM S COMPENSATION Management Take No Action
AND ALLOWANCES REGARDING THE FYE 31 DEC 2007
7. APPOINT THE COMPANY S AUDITOR DURING THE FYE Management Take No Action
31 DEC 2008, AND APPROVE TO DETERMINE HIS ANNUAL
PROFESSIONAL FEES
8. AUTHORIZE THE BOARD OF DIRECTOR TO CONCLUDE SWAP Management Take No Action
AGREEMENTS WITH SUBSIDIARIESAND AFFILIATES
9. AUTHORIZE THE BOARD OF DIRECTORS TO CONCLUDE Management Take No Action
LOANS AND MORTGAGES AND TO ISSUESECURITIES FOR
LENDERS REGARDING THE COMPANY AND ITS SUBSIDIARIES
AND AFFILIATES
10. APPROVE THE DONATIONS MADE DURING THE FY 2007, Management Take No Action
AND AUTHORIZE THE BOARD OF DIRECTORS TO MAKE
DONATIONS DURING THE FY 2008
11. APPROVE THE AMENDMENTS INTRODUCED TO THE BOARD Management Take No Action
OF DIRECTORS CONSTITUTION
* 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 38 of 105
- --------------------------------------------------------------------------------
SYNGENTA AG, BASEL SYT AGM MEETING DATE: 04/22/2008
ISSUER: H84140112 ISIN: CH0011037469 BLOCKING
SEDOL: 4702186, B0334L4, B11JQC6, B038BJ6, 0133036, 4356646
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.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN RECORD DATE. IF YOU HAVEALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------
SYNGENTA AG, BASEL SYT AGM MEETING DATE: 04/22/2008
ISSUER: H84140112 ISIN: CH0011037469 BLOCKING
SEDOL: 4702186, B0334L4, B11JQC6, B038BJ6, 0133036, 4356646
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN RECORD DATE. IF YOU HAVEALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *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 MEETING 440959, 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. APPROVE THE ANNUAL REPORT, INCLUDING THE ANNUAL Management Take No Action
FINANCIAL STATEMENTS, THE COMPENSATION REPORT
AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 39 of 105
2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management Take No Action
DIRECTORS AND THE EXECUTIVE COMMITTEE
3. APPROVE THE REDUCTION OF SHARE CAPITAL BY CANCELLATION Management Take No Action
OF REPURCHASED SHARES
4. APPROVE THE APPROPRIATION OF THE BALANCE SHEET Management Take No Action
PROFIT 2007 AND DIVIDEND DECISION
5. APPROVE A SHARE REPURCHASE PROGRAM Management Take No Action
6.A RE-ELECT MR. MARTIN TAYLOR TO THE BOARD OF DIRECTORS Management Take No Action
6.B RE-ELECT MR. PETER THOMPSON TO THE BOARD OF DIRECTORS Management Take No Action
6.C RE-ELECT MR. ROLF WATTER TO THE BOARD OF DIRECTORS Management Take No Action
6.D RE-ELECT MR. FELIX A. WEBER TO THE BOARD OF DIRECTORS Management Take No Action
6.E ELECT MR. MICHAEL MACK TO THE BOARD OF DIRECTORS Management Take No Action
7. RATIFY ERNST YOUNG AG AS THE AUDITORS FOR FISCAL Management Take No Action
YEAR 2008
- --------------------------------------------------------------------------------
UBS AG UBS AGM MEETING DATE: 04/23/2008
ISSUER: H89231338 ISIN: CH0024899483 BLOCKING
SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3
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 Register Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US
NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY
REGISTRAR HAS DISCRETION OVER GRANTING VOTING
RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF ACTUAL RECORD DATE OF 16 APR 2008. 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 40 of 105
- --------------------------------------------------------------------------------
ASSA ABLOY AB, STOCKHOLM ASSAB.ST OGM MEETING DATE: 04/24/2008
ISSUER: W0817X105 ISIN: SE0000255648
SEDOL: B02TNL6, 4009304, B049693, 5698789, B0YQ638
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
* PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown
OPTION IN SWEDEN. THANK YOU.
* 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
IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
1. OPENING OF THE MEETING Management For For
2. ELECT MR. GUSTAF DOUGLAS AS THE CHAIRMAN THE MEETING Management For For
3. APPROVE THE VOTING LIST Management For For
4. APPROVE THE AGENDA Management For For
5. ELECT 2 PERSONS TO APPROVE THE MINUTES Management For For
6. APPROVE TO DETERMINE THE COMPLIANCE WITH THE Management For For
RULES OF CONVOCATION
7. RECEIVE THE REPORT BY THE MANAGING DIRECTOR, Management For For
MR. JOHAN MOLIN
9.A ADOPT THE STATEMENT OF INCOME AND THE BALANCE Management For For
SHEET AND THE CONSOLIDATED STATEMENT OF INCOME
AND THE CONSOLIDATED BALANCE SHEET
8. RECEIVE THE ANNUAL REPORT AND THE AUDITOR S REPORT Management For For
AND THE CONSOLIDATED FINANCIAL STATEMENTS AND
THE GROUP AUDITOR S REPORT; THE STATEMENT BY
THE AUDITOR ON THE COMPLIANCE WITH THE GUIDELINES
FOR REMUNERATION TO MANAGEMENT APPLICABLE SINCE
THE LAST AGM; AND THE APPROPRIATION OF THE COMPANY
S PROFIT AND THE MOTIVATED STATEMENT THEREON
9.B APPROVE THE APPROPRIATION OF THE COMPANY S PROFIT Management For For
ACCORDING TO THE ADOPTED BALANCE SHEET; DECLARE
A DIVIDEND OF SEK 3.60 PER SHARE
9.C APPROVE THE RECORD DATE FOR THE DIVIDEND 29 APR Management For For
2008, IF THE AGM RESOLVES IN ACCORDANCE WITH
THE DIVIDEND IS EXPECTED TO BE DISTRIBUTED BY
VPC AB ON MONDAY 05 MAY 2008
9.D GRANT DISCHARGE FROM LIABILITY OF THE BOARD OF Management For For
DIRECTORS AND THE MANAGING DIRECTOR
10. APPROVE TO ESTABLISH THE NUMBER OF BOARD MEMBERS Management For For
AT 9
11. APPROVE THE FEES TO THE BOARD OF DIRECTORS SHALL Management For For
AMOUNT TO A TOTAL SEK 4,050,000 REMUNERATION
FOR COMMITTEE WORK NOT INCLUDED) TO BE DISTRIBUTED
AMONG THE MEMBERS AS FOLLOWS: SEK 900,000 TO
THE CHAIRMAN, SEK 450,000 TO EACH OF THE BOARD
MEMBERS WHO ARE NOT EMPLOYED BY THE COMPANY;
AS CONSIDERATION FOR THE COMMITTEE WORK, THE
CHAIRMAN OF THE AUDIT COMMITTEE SHALL RECEIVE
SEK 200,000, THE CHAIRMAN OF THE REMUNERATION
COMMITTEE RECEIVE SEK 100,000, MEMBERS OF THE
AUDIT COMMITTEE EACH SEK 100,000 AND MEMBERS
OF THE REMUNERATION COMMITTEE EACH SEK 50,000
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 41 of 105
12. ELECT MESSERS. BIRGITTA KLASEN, EVA LINDQVIST, Management For For
JORMA HALONEN, LARS RENSTROM AND ULRIK SVENSSON
AS THE BOARD MEMBERS, AND RE-ELECT MR. GUSTAF
DOUGLAS AS CHAIRMAN OF THE BOARD
14. APPROVE THE GUIDELINES FOR REMUNERATION TO MANAGEMENT Management For For
AS SPECIFIED
13. APPROVE THAT THE NOMINATION COMMITTEE SHALL HAVE Management For For
5 MEMBERS, WHO, UP TO AND INCLUDING THE AGM 2009,
SHALL BE MESSRS. GUSTAF DOUGLAS INVESTMENT AB
LATOUR AND SAKI, MIKAEL EKDAHL MELKER SCHORLING
AB, STAFFAN GREFBACK ALECTA, MARIANNE NILSSON
SWEDBANK ROBUR AND BJORN LIND SEB FONDER; MR.
MIKAEL EKDAHL AS THE CHAIRMAN OF THE NOMINATION
COMMITTEE; APPROVE TO ESTABLISH THE TASKS OF
THE NOMINATION COMMITTEE AS SPECIFIED
15. CLOSING OF THE MEETING Management For For
- --------------------------------------------------------------------------------
ASTRAZENECA PLC AZN AGM MEETING DATE: 04/24/2008
ISSUER: G0593M107 ISIN: GB0009895292
SEDOL: 4983884, B01DCL2, 0989529, 5659902
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
5.4 ELECT MR. SIMON LOWTH AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.5 ELECT MR. JOHN PATTERSON CBE FRCP AS A DIRECTOR Management For For
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
5.6 ELECT MR. BO ANGELIN AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.7 ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.8 ELECT MR. JEAN PHILIPPE COURTOIS AS A DIRECTOR Management For For
IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY
S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT
THE AGM IN 2009
5.9 ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.10 ELECT MR. MICHELE HOOPER AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.11 ELECT MR. DAME NANCY ROTHWELL AS A DIRECTOR IN Management For For
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For
THE YE 31 DEC 2007
5.12 ELECT MR. JOHN VARLEY AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.13 ELECT MR. MARCUS WALLENBERG AS A DIRECTOR IN Management For For
ACCORDANCE WITH ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN
2009
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 42 of 105
7. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For For
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES TO:
I)MAKE DONATIONS TO POLITICAL PARTIES; II) MAKE
DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN
POLITICAL PARTIES; AND III) INCUR POLITICAL EXPENDITURE
DURING THE PERIOD COMMENCING ON THE DATE OF THIS
RESOLUTION AND ENDING ON THE DATE THE OF THE
COMPANY S AGM, PROVIDED THAT IN EACH CASE ANY
SUCH DONATION AND EXPENDITURE MADE BY THE COMPANY
OR BY ANY SUCH SUBSIDIARY SHALL NOT EXCEED USD
250,000 PER COMPANY AND TOGETHER WITH THOSE MADE
BY ANY SUBSIDIARY AND THE COMPANY SHALL NOT EXCEED
IN AGGREGATE USD 250,000, AS SPECIFIED
S.8 AMEND THE COMPANY S ARTICLES OF ASSOCIATION BY Management For For
REPLACING GBP 1,100,000 IN LINE 3 OF THE ARTICLE
81 WITH GBP 1,750,000 AS SPECIFIED
9. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For For
NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION,
FOR THE PERIOD COMMENCING ON THE DATE OF THE
AGM AND ENDING THE DATE OF THE AGM OF THE COMPANY
IN 2009 IF EARLIER, ON 30 JUN 2009 AND SUCH PERIOD
SECTION 80 AMOUNT SHELL BE USD 121,417,688
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For For
BY ARTICLE 7.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
WITH THE SECTION 80 AMOUNT BEING USD 18,212,653;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2009 OR 30
JUN 2009
S.12 AMEND THE ARTICLES 87.1, 87.2, 87.3, 87.4, 87.5, Management For For
87.6 AND 87.7 OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY WITH EFFECT FROM AND INCLUDING
THE DATE ON WHICH SECTION 175 OF THE COMPANIES
ACT 2006 IS BROUGHT INTO FORCE, AS SPECIFIED
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For For
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE COMPANIES ACT 1985
OF A MAXIMUM NUMBER OF SHARES WHICH MAY BE PURCHASED
IS 145,701,226 10% OF THE COMPANY S SHARE CAPITAL
IN ISSUE AS AT 31 JAN 2008 OF USD 0.25 EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE
OF USD 0.25 AND UP TO 105% OF THE AVERAGE OF
MIDDLE MARKET VALUES OF THE COMPANY S ORDINARY
SHARES AS DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE AGM OF THE COMPANY IN 2009 OR 30 JUN 2009;
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
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF AN ADDITIONAL COMMENT. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THE MEETING IS HELD IN LONDON Non-Voting *Management Position Unknown
AND SEB SWEDEN DOES NOT ARRANGE WITH A REPRESENTATIVE.
NO TEMPORARY REGISTRATION IN THE COMPANY S SHARE
BOOK IS NECESSARY FOR THIS MEETING. NO SERVICE
IS PROVIDED BY SEB. FOR MORE INFORMATION PLEASE
CONTACT THE COMPANY. THANK YOU.
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For For
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 43 of 105
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For For
OF USD 0.52 25.3 PENCE, 3.49 SEK PER ORDINARY
SHARE AND CONFIRM THE FINAL DIVIDEND FOR 2007,
THE SECOND INTERIM DIVIDEND OF USD 1.35 67.7
PENCE, 8.61 SEK PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC, LONDON AS THE AUDITOR Management For For
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For For
OF THE AUDITOR
5.1 ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.2 ELECT MR. HAKAN MOGREN KBE AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
5.3 ELECT MR. DAVID BRENNAN AS A DIRECTOR IN ACCORDANCE Management For For
WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF
ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
- --------------------------------------------------------------------------------
BOUYGUES, PARIS EN.PA MIX MEETING DATE: 04/24/2008
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
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* 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
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, AND APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 31 DEC 2007, AS PRESENTED,
EARNINGS FOR THE FY: EUR 750,574,450.93
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING, NET PROFIT GROUP
SHARE: EUR 1,376,000,000.00
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For
AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: DISTRIBUTABLE INCOME: EUR 1,189,196,390.30,
LEGAL RESERVE: EUR 314,065.90, DIVIDENDS: EUR:
17,375,128.90, ADDITIONAL DIVIDEND: EUR: 503,878,738.10,
RETAINED EARNINGS: EUR 667,628,457.40; RECEIVE
A NET DIVIDEND OF EUR 1.50 PER SHARE, AND WILL
ENTITLE TO THE 40% DEDUCTION PROVIDED BY THE
FRENCH TAX CODE, THIS DIVIDEND WILL BE PAID ON
30 APR 2008, 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, IT IS REMINDED THAT, FOR THE
LAST 3 FY, THE DIVIDENDS PAID WERE AS FOLLOWS:
EUR 0.75 FOR FY 2004, EUR 0.90 FOR FY 2005, EXTRAORDINARY
DISTRIBUTION OF EUR 2.52 IN JAN 2005, EUR 1.20
FOR FY 2006
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 44 of 105
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE FRENCH COMMERCIAL
CODE AND APPROVE THE SAID REPORT AND THE AGREEMENTS
REFERRED TO THEREIN
O.5 APPOINT THE MR. PATRICIA BARBIZET AS A DIRECTOR Management For For
FOR A 3 YEAR PERIOD
O.6 APPOINT THE MR. HERVE LE BOUC AS A DIRECTOR FOR Management For For
A 3 YEAR PERIOD
O.7 APPOINT THE MR. NONCE PAOLINI AS A DIRECTOR FOR Management For For
A 3 YEAR PERIOD
O.8 APPOINT MR. HELMAN LE PAS DE SECHEVAL AS A DIRECTOR Management For For
FOR A 3 YEAR PERIOD
O.9 AUTHORIZE THE BOARD OF DIRECTORS, TO TRADE IN Management For For
THE COMPANY S SHARES ON THE STOCK MARKET, 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 BUY BACKS: EUR 1,500,000,000.00;
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES,AUTHORITY EXPIRES IN
THE END OF 18- MONTH PERIOD THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For For
SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND AT
ITS SOLE DISCRETION, BY CANCELING ALL OR PART
OF THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM
OF 10% OF THE SHARE CAPITAL OVER A 24 MONTH PERIOD,
DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES,AUTHORITY EXPIRES IN
THE END OF 18 MONTH PERIOD THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 28 APR
2005 IN ITS RESOLUTION 20
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN 1 OR MORE Management For For
TRANSACTIONS, TO BENEFICIARIES TO BE CHOSEN AMONG
THE EMPLOYEES AND CORPORATE OFFICERS, OPTIONS
GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW
SHARES IN THE COMPANY TO BE ISSUED THROUGH A
SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING
SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED
THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES, WHICH SHALL NOT EXCEED 10%
OF THE SHARE CAPITAL, IN THIS LIMIT SHALL BE
ALLOCATED THE FREE SHARES GRANTED IN RESOLUTION
24 OF THE GENERAL MEETING DATED 26 APR 2007 AND
TO DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF THE BENEFICIARIES
OF THE OPTIONS, AND TO DELEGATES ALL POWERS TO
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,
APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS
ALL POWERS 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 INCREASE, AUTHORITY EXPIRES IN THE END OF
38- MONTH PERIOD THIS AUTHORIZATION SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 28 APR 2005 IN
ITS RESOLUTION 20
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE OPTIONS Management For For
GIVING THE RIGHT TO SUBSCRIBE TO THE SHARE CAPITAL
DURING PERIODS OF A PUBLIC EXCHANGE OFFER CONCERNING
THE SHARES OF THE COMPANY, THE MAXIMUM NOMINAL
ProxyEdge - Investment Company Report
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Selected Accounts: NPX GABELLI INTL GROWTH FD Page 45 of 105
AMOUNT PERTAINING THE CAPITAL INCREASE TO BE
CARRIED OUT SHALL NOT EXCEED EUR 400,000,000.00,
AND DELEGATE ALL POWERS T THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURE AND ACCOMPLISH
ALL NECESSARY FORMALITIES, DECIDES TO CANCEL
THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS,
AUTHORITY EXPIRES IN THE END OF 18- MONTH PERIOD
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 26 APR 2007 IN ITS RESOLUTIONS 23
E.13 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management For For
THE SHAREHOLDERS MEETING DECIDES THAT THE VARIOUS
DELEGATIONS GIVEN TO IT AT THE MEETING DATED
26 APR 2007 AND 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 COMPANY S SHARES FOR AN 18 MONTH PERIOD,
STARTING FROM THE DATE OF THE PRESENT MEETING,
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 26 APR 2007 IN ITS RESOLUTION 22
E.14 GRANT AUTHORITY THE FULL POWERS TO THE BEARER Management For For
OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES
OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS
AND OTHER FORMALITIES PRESCRIBED BY LAW
- --------------------------------------------------------------------------------
SCHRODERS PLC, LONDON SDR.L AGM MEETING DATE: 04/24/2008
ISSUER: G7860B102 ISIN: GB0002405495
SEDOL: B1WDZ31, 0240549, B02T8M2
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. ADOPT THE DIRECTORS REPORT AND THE ACCOUNTS Management For For
OF THE COMPANY FOR THE YE 31 DEC2007
2. DECLARE A FINAL DIVIDEND OF 21.0 PENCE PER SHARE Management For For
ON THE ORDINARY SHARES AND ON THE NON-VOTING
ORDINARY SHARES, PAYABLE ON 30 APR 2008 TO SHAREHOLDERS
ON THE REGISTER ON 14 MAR 2008
3. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For For
DEC 2007
4. RE-ELECT MR. MICHAEL DOBSON AS A DIRECTOR OF Management For For
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
87
5. RE-ELECT MR. JONATHAN ASQUITH AS A DIRECTOR OF Management For For
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
87
6. RE-ELECT MR. MASSIMO TOSATO AS A DIRECTOR OF Management For For
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
87
7. RE-ELECT MR. ANDREW BEESON AS A DIRECTOR OF THE Management For For
COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
87
8. RE-ELECT SIR PETER JOB AS A DIRECTOR OF THE COMPANY, Management For For
WHO RETIRES IN ACCORDANCE WITH ARTICLE 87
9. RE-ELECT MR. GEORGE MALLINCKRODT AS A DIRECTOR Management For For
OF THE COMPANY, WHO RETIRES HAVING SERVED MORE
THAN 9 YEARS AS A DIRECTOR
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Selected Accounts: NPX GABELLI INTL GROWTH FD Page 46 of 105
10. RE-ELECT MR. BRUNO SCHRODER AS A DIRECTOR OF Management For For
THE COMPANY, WHO RETIRES HAVING SERVED MORE THAN
9 YEARS AS A DIRECTOR
11. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For For
AUDITORS OF THE COMPANY TO HOLD THE OFFICE UNTIL
THE CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY
IN ACCORDANCE WITH SECTION 241 OF THE COMPANIES
ACT 1985
12. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For
OF THE PRICEWATERHOUSECOOPERSLLP AS THE AUDITORS
OF THE COMPANY
13. AUTHORIZE THE DIRECTORS OF THE COMPANY, TO ALLOT Management For For
RELEVANT SECURITIES SECTION80 OF THE COMPANIES
ACT 1985 AS AMENDED UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 5,000,000; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE NEXT AGM OF
THE COMPANY OR 01 MAY 2009 ; AND THE DIRECTORS
MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD
WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD
14. AUTHORIZE THE COMPANY, PURSUANT TO SECTION 366 Management For For
OF THE COMPANIES ACT 2006 TO: A) MAKE POLITICAL
DONATIONS TO POLITICAL PARTIES OR INDEPENDENT
ELECTION CANDIDATES NOT EXCEEDING GBP 50,000
IN TOTAL; B) MAKE POLITICAL DONATIONS TO POLITICAL
ORGANIZATIONS OTHER THAN POLITICAL PARTIES NOT
EXCEEDING GBP 50,000 IN TOTAL; AND C) INCUR POLITICAL
EXPENDITURE NOT EXCEEDING GBP 50,000 IN TOTAL;
PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH
DONATIONS AND EXPENDITURE SHALL NOT EXCEEDING
GBP 50,000 DURING THE PERIOD BEGINNING WITH THE
DATE OF THE PASSING OF THIS RESOLUTION AND ENDING
ON 24 APR 2012 OR, IF SOONER, AT THE CONCLUSION
OF THE AGM OF THE COMPANY TO BE HELD IN 2012
FOR THE PURPOSE OF THIS RESOLUTION THE TERMS
POLITICAL DONATION, INDEPENDENT ELECTION CANDIDATES,
POLITICAL ORGANIZATIONS AND POLITICAL EXPENDITURE
HAVE THE MEETINGS SET OUT IN SECTIONS 363 TO
365 OF THE COMPANIES ACT 2006
15. AMEND THE SCHRODERS EQUITY COMPENSATION PLAN Management For For
2000 AND AUTHORIZE THE DIRECTORSTO DO ALL SUCH
THINGS AS ARE NECESSARY TO CARRY THEM INTO EFFECT
S.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For
SECTION 163(3) OF THE COMPANIES ACT 1985 AS AMENDED
OF NON-VOTING ORDINARY SHARES UP TO 14,650,000
OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF GBP 1 AND NOT MORE THAN
5% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES
DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS;
AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT
AGM OF THE COMPANY; AND THE COMPANY, BEFORE THE
EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR
PARTLY AFTER SUCH EXPIRY
S.17 AMEND THE ARTICLES 7, 8, 57, 60, 65, 67, 75, Management For For
78, 79, 97, 108, 130, 134, 140, 142 AND 144;
THE DELETION OF ARTICLES 3, 49, 50, 51, 53, 56,
72, 99 133 AND 143; AND ADOPT THE NEW ARTICLES
92, 93, 94, 95, 96 AND 140 TOGETHER WITH CONSEQUENTIAL
RE-NUMBERING AND CROSS-REFERENCING AMENDMENTS
HIGHLIGHTED IN THE REVISED PRINT OF THE ARTICLES
OF ASSOCIATION
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Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 47 of 105
- --------------------------------------------------------------------------------
SYNTHES INC SYST.VX AGM MEETING DATE: 04/24/2008
ISSUER: 87162M409 ISIN: US87162M4096 BLOCKING
SEDOL: B014635, B017QZ6
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.
1. APPROVE THE REPORT ON THE BUSINESS YEAR 2007 Management Take No Action
2. GUEST SPEAKER DR. GIANLUCA MAESTRETTI, FREIBURGER Management Take No Action
SPITAL
3. APPROVE THE REPORT ON THE FY, THE ANNUAL ACCOUNTS Management Take No Action
AND THE CONSOLIDATED ACCOUNTS FOR 2007
4. RECEIVE THE REPORT ON THE DIVIDEND APPROVED BY Management Take No Action
THE BOARD OF DIRECTORS
5. ELECT THE BOARD OF DIRECTORS Management Take No Action
6. RATIFY OR SELECT ERNST UND YOUNG AS THE AUDITORS Management Take No Action
FOR 2008
7. MISCELLANEOUS Non-Voting *Management Position Unknown
- --------------------------------------------------------------------------------
SYNTHES INC SYST.VX AGM MEETING DATE: 04/24/2008
ISSUER: 87162M409 ISIN: US87162M4096 BLOCKING
SEDOL: B014635, B017QZ6
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 456487 DUE TO RECEIPT OF DIRECTORS NAMES AND
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 CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. REPORT ON THE BUSINESS YEAR 2007 Non-Voting *Management Position Unknown
2. GUEST SPEAKER DR. GIANLUCA MAESTRETTI, FREIBURGER Non-Voting *Management Position Unknown
SPITAL
3. APPROVE THE REPORT ON THE FY, THE ANNUAL ACCOUNTS Management Take No Action
AND THE CONSOLIDATED ACCOUNTS FOR 2007
4. RECEIVE THE REPORT ON THE DIVIDEND APPROVED BY Non-Voting *Management Position Unknown
THE BOARD OF DIRECTORS
5.A RE-ELECT DR. ROLAND BROENIMANN TO THE BOARD OF Management Take No Action
DIRECTORS
5.B RE-ELECT MR. ROBERT BLAND TO THE BOARD OF DIRECTORS Management Take No Action
5.C ELECT MR. AMY WYSS TO THE BOARD OF DIRECTORS Management Take No Action
6. RATIFY THE SELECTION OF ERNST + YOUNG AS THE Management Take No Action
AUDITORS FOR 2008
7. MISCELLANEOUS Non-Voting *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 48 of 105
- --------------------------------------------------------------------------------
VIVENDI VIV.VX AGM MEETING DATE: 04/24/2008
ISSUER: F97982106 ISIN: FR0000127771
SEDOL: B0CR3H6, B1G0HP4, 4834777, B0334V4, B11SBW8, 4841379, 4863470,
4859587
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 THIS IS AN MIX MEETING. THANK Non-Voting *Management Position Unknown
YOU.
O.1 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For For
AND THE AUDITORS, APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 2007, AS PRESENTED,
SHOWING A PROFIT OF EUR 1,504,370,455.00
O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For For
AND THE AUDITORS, 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 For
AGREEMENTS GOVERNED BY ARTICLE L.225.88 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE THE AGREEMENTS
ENTERED INTO OR WHICH REMAINED IN FORCE DURING
THE FY
O.4 APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE Management For For
COMMITTEE AND RESOLVES THAT THE INCOME FOR THE
FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE
FY: EUR 1,504,370,455.00 RETAINED EARNINGS: EUR
2,200,000,000.00 BALANCE AVAILABLE FOR DISTRIBUTION:
EUR 3,704,370,455.00 LEGAL RESERVE: EUR 4,240,216.00
DIVIDENDS: EUR 1,514,062,753.00 OTHER RESERVES:
EUR 0.00 RETAINED EARNINGS: EUR 2,186,067,486.00
TOTAL: EUR 3,704,370,455.00 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 1.30 PER SHARE,
AND WILL ENTITLE TO THE 40% DEDUCTION PROVIDED
BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE
PAID ON 14 MAY 2008
O.5 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. JEAN-RENE Management For For
FOURTOU AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
O.6 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. CLAUDE Management For For
BEBEAR AS A MEMBER OF THE SUPERVISORY BOARD FOR
A 4-YEAR PERIOD
O.7 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. GERARD Management For For
BREMOND AS A MEMBER OF THESUPERVISORY BOARD FOR
A 4-YEAR PERIOD
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O.8 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. MEHDI Management For For
DAZI AS A MEMBER OF THE SUPERVISORY BOARD FOR
A 4-YEAR PERIOD
O.9 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. HENRI Management For For
LACHMANN AS A MEMBER OF THESUPERVISORY BOARD
FOR A 4-YEAR PERIOD
O.10 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. PIERRE Management For For
RODOCANACHI AS A MEMBER OFTHE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
O.11 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. KAREL Management For For
VAN MIERT AS A MEMBER OF THE SUPERVISORY BOARD
FOR A 4-YEAR PERIOD
O.12 APPOINT MR. M. JEAN-YVES CHARLIER AS A MEMBER Management For For
OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD
O.13 APPOINT MR. M. PHILIPPE DONNET AS A MEMBER OF Management For For
THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD
O.14 APPROVE TO AWARD A TOTAL ANNUAL FEES OF EUR 1,500,000.00 Management For For
TO THE SUPERVISORY BOARD
O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For For
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 40.00, MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 3,490,000,000.00; AUTHORITY
EXPIRES FOR 18-MONTH PERIOD; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,
THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
MEETING OF 19 APR 2007 IN ITS RESOLUTION NUMBER
6
E.16 GRANT AUTHORITY TO THE EXECUTIVE COMMITTEE TO Management For For
REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS
AND AT ITS SOLE DISCRETION, BY CANCELING ALL
OR PART OF THE SHARES HELD BY THE COMPANY IN
CONNECTION WITH A STOCK REPURCHASE PLAN, UP TO
A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A
26-MONTH PERIOD; AUTHORITY EXPIRES FOR 24-MONTH
PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES, THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 19 APR
2007 IN ITS RESOLUTION NUMBER 11
E.17 GRANT AUTHORITY TO THE EXECUTIVE COMMITTEE, IN Management For For
1 OR MORE TRANSACTIONS, TO BENEFICIARIES TO BE
CHOSEN BY IT, OPTIONS GIVING THE RIGHT EITHER
TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO
BE ISSUED THROUGH A SHARE CAPITAL INCREASE, OR
TO PURCHASE EXISTING SHARES PURCHASED BY THE
COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL
NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES,
WHICH SHALL EXCEED 2.5% OF THE CAPITAL SHARE;
AUTHORITY EXPIRES FOR 38-MONTH PERIOD; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES, THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER
7 OF THE 19 APR 2007 SHAREHOLDERS MEETING; THIS
AUTHORIZATION SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORIZATION GRANTED BY THE GENERAL MEETING
HELD IN 28 APR 2005 IN ITS RESOLUTION NUMBER
12
E.18 GRANT AUTHORITY TO THE EXECUTIVE COMMITTEE, FOR Management For For
FREE, ON 1 OR MORE OCCASIONS,EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
ProxyEdge - Investment Company Report
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Selected Accounts: NPX GABELLI INTL GROWTH FD Page 50 of 105
OFFICERS OF THE COMPANY AND RELATED COMPANIES;
THEY MAY NOT REPRESENT MORE THAN 0.5% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES FOR 38-MONTH
PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS AMOUNT SHALL
COUNT AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER 7 OF THE 19 APR 2007 SHAREHOLDERS
MEETING; THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE GENERAL
MEETING HELD IN 28 APR 2005 IN ITS RESOLUTION
NUMBER 13
E.19 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management For For
THE SHARE CAPITAL, ON 1 OR MOREOCCASIONS, AT
ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS
OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES
FOR 26-MONTH PERIOD AND FOR A NOMINAL AMOUNT
THAT SHALL NOT EXCEED 2.5% OF THE CAPITAL SHARE;
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 7 OF THE GENERAL
MEETING HELD IN 19 APR 2007; THE SHAREHOLDERS
MEETING DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF
MEMBERS OF A CORPORATE SAVINGS PLAN; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 19 APR 2007 IN
ITS RESOLUTION NUMBER 10
E.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management For For
THE SHARE CAPITAL, ON 1 OR MOREOCCASIONS, AT
ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE FOREIGNER SUBSIDIARY
COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN; AUTHORITY EXPIRES FOR 18-MONTH PERIOD AND
FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 2.5%
OF THE CAPITAL SHARE; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
NUMBER 19 OF THE GENERAL MEETING HELD IN 19 APR
2007; THE SHAREHOLDERS MEETING DECIDES TO CANCEL
THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS
IN FAVOUR OF ANY PERSON CORRESPONDING TO THE
SPECIFICATION GIVEN BY THE SHAREHOLDERS MEETING;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 19 APR
2007 IN ITS RESOLUTION NUMBER 19
E.21 GRANTS FULL POWERS TO THE BEARER OF AN ORIGINAL, Management For For
A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY LAW
- --------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN BAY AGM MEETING DATE: 04/25/2008
ISSUER: D07112119 ISIN: DE0005752000
SEDOL: 5069459, 5069493, 5073450, 5073461, B033630, 0085308, 4084497,
4085304, 4085995, 4096588, 5069192, 4084583, 4085661, 4087117,
4106056, 5069211, 0070520, 5073472, 5074497, 5077894
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting *Management Position Unknown
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE A
CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY.
SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE SO THAT WE MAY
LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO
NOT HAVE A CONTROLLING OR PERSONAL INTEREST,
SUBMIT YOUR VOTE AS NORMAL. THANK YOU
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 51 of 105
* PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting *Management Position Unknown
MEETING IS 04 APR 2008, 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
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Non-Voting *Management Position Unknown
ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT, AND RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT
OF EUR 1,031,861,592 AS FOLLOWS: PAYMENT OF A
DIVIDEND OF EUR 1.35 PER ENTITLED SHARE EX-DIVIDEND
AND PAYABLE DATE: 26 APR 2008
2. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For For
DIRECTORS
3. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For For
4. RENEWAL OF THE AUTHORIZATION TO ACQUIRE OWN SHARES Management For For
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 OF THE SHARES,
ON OR BEFORE 24 OCT 2009; 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 WITHIN THE SCOPE
OF THE COMPANY S STOCK OPTION PLANS, AND TO RETIRE
THE SHARES
5. RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For
WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING
BONDS (AUTHORIZATION I), THE CREATION OF CONTINGENT
CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS
OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE
24 APR 2013, THE BONDS SHALL CONFER CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE IS-SUE OF
BONDS TO HOLDERS OF OPTION OR CONVERSION RIGHTS,
FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHT
S OR PARTICIPATING BONDS WITH DEBENTURE LIKE
FEATURES, THE COMPANY S SHARE CAPITAL SHALL BE
INCREASED ACCORDINGLY BY UP TO EUR 195,584 THROUGH
THE ISSUE OF UP TO 76,400,000 NEW NO-PAR SHARES,
INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE
EXERCISED (CONTINGENT CAPITAL 2008 I)
6. RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For
WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING
BONDS (AUTHORIZATION II), THE CREATION OF CONTINGENT
CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS
OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE
24 APR 2013. THE BONDS SHALL CONFER CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF
BONDS TO HOLDERS OF OPTION AND CONVERSION RIGHTS,
FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 52 of 105
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHTS
OR PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES
THE COMPANY S SHARE CAPITAL SHALL BE INCREASED
ACCORDINGLY BY UP TO EUR 195,584 THROUGH THE
ISSUE OF UP TO 76,400,000 NEW NO-PAR SHARES,
INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE
EXERCISED (CONTINGENT CAPITAL 2008 II)
7. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For For
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
FUENFTE BAYER VV GMBH, SECHSTE BAYER VV GMBH
AND ERSTE BAYER VV AG AS THE TRANSFER-RING COMPANIES,
EFFECTIVE FOR A PERIOD OF AT LEAST 5 YEARS
8. APPOINTMENT OF THE AUDITORS FOR THE 2008 FY: Management For For
PRICEWATERHOUSECOOPERS AG, ESSEN
* 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.
- --------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN BAY AGM MEETING DATE: 04/25/2008
ISSUER: D07112119 ISIN: DE0005752000
SEDOL: 5069459, 5069493, 5073450, 5073461, B033630, 0085308, 4084497,
4085304, 4085995, 4096588, 5069192, 4084583, 4085661, 4087117,
4106056, 5069211, 0070520, 5073472, 5074497, 5077894
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
2. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For For
DIRECTORS
3. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For For
4. RENEWAL OF THE AUTHORIZATION TO ACQUIRE OWN SHARES Management For For
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 OF THE SHARES,
ON OR BEFORE 24 OCT 2009; 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 WITHIN THE SCOPE
OF THE COMPANY S STOCK OPTION PLANS, AND TO RETIRE
THE SHARES
5.A RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For
WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING
BONDS (AUTHORIZATION I), THE CREATION OF CONTINGENT
CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS
OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE
24 APR 2013, THE BONDS SHALL CONFER CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE IS-SUE OF
BONDS TO HOLDERS OF OPTION OR CONVERSION RIGHTS,
FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHT
S OR PARTICIPATING BONDS WITH DEBENTURE LIKE
FEATURES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 53 of 105
5.B RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For
WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING
BONDS (AUTHORIZATION I), THE CREATION OF CONTINGENT
CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; THE COMPANY S SHARE
CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP
TO EUR 195,584 THROUGH THE ISSUE OF UP TO 76,400,000
NEW NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL
2008 I)
6.A RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For
WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING
BONDS (AUTHORIZATION II), THE CREATION OF CONTINGENT
CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS
OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE
24 APR 2013. THE BONDS SHALL CONFER CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS
EXCEPT FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF
BONDS TO HOLDERS OF OPTION AND CONVERSION RIGHTS,
FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY
OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE
NOT MATERIALLY BELOW THEIR THEORETICAL MARKET
VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHTS
OR PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES
6.B RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For
WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING
BONDS (AUTHORIZATION II), THE CREATION OF CONTINGENT
CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION; THE COMPANY S SHARE
CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP
TO EUR 195,584 THROUGH THE ISSUE OF UP TO 76,400,000
NEW NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR
OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL
2008 II)
7. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For For
WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES
FUENFTE BAYER VV GMBH, SECHSTE BAYER VV GMBH
AND ERSTE BAYER VV AG AS THE TRANSFER-RING COMPANIES,
EFFECTIVE FOR A PERIOD OF AT LEAST 5 YEARS
8. APPOINTMENT OF THE AUDITORS FOR THE 2008 FY: Management For For
PRICEWATERHOUSECOOPERS AG, ESSEN
* 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.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 447959. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU
* AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting *Management Position Unknown
REQUIRE THAT YOU DISCLOSEWHETHER YOU HAVE A CONTROLLING
OR PERSONAL INTEREST IN THIS COMPANY. SHOULD
EITHER BE THE CASE, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE SO THAT WE MAY LODGE YOUR
INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE
A CONTROLLING OR PERSONAL INTEREST, SUBMIT YOUR
VOTE AS NORMAL. THANK YOU.
* PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting *Management Position Unknown
MEETING IS 04 APR 2008, 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 54 of 105
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management For For
ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT, AND RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT
OF EUR 1,031,861,592 AS FOLLOWS: PAYMENT OF A
DIVIDEND OF EUR 1.35 PER ENTITLED SHARE EX-DIVIDEND
AND PAYABLE DATE: 26 APR 2008
- --------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS TEC.PA MIX MEETING DATE: 04/25/2008
ISSUER: F90676101 ISIN: FR0000131708
SEDOL: B28MSJ6, 4874160, B06PC80, 4122018
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 ACTUAL 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.
* 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 IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
06 MAY 2008 AT 1000 HRS. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. THANK YOU.
1. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 31 DEC 2007, AS PRESENTED
AND SHOWING INCOME OF EUR 91,495,476.38
2. APPROVE THE INCOME FOR THE FY IS OF EUR 91,495,476.38 Management For For
THE DISTRIBUTABLE INCOME OF EUR 102,167,617.06
CONSIDERING THE AVAILABLE RETAINED EARNINGS OF
EUR 10,672,140.68 AND THE OTHER RESERVES ARE
OF EUR 141,967,742.71, DIVIDENDS: EUR 125,144,539.20
(EUR 102,167,617.06 WILL BE DEDUCTED FROM THE
DISTRIBUTABLE INCOME AND EUR 22,976,922.14 FROM
THE OTHER RESERVES ACCOUNT) IN THE EVENT THAT
THE COMPANY HOLDS SOME OF ITS OWN SHARES ON THE
DAY THE DIVIDEND IS PAID, THE SUMS OF THE UNPAID
DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO
THE RETAINED EARNINGS ACCOUNT; 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 IN CASH ON 13 MAY 2008, AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AS REQUIRED
BY LAW
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 55 of 105
3. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
TO THE MEETING
4. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLES L.225.38
AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND
APPROVE THE SAID REPORT AND THE NEW AGREEMENT
REFERRED TO THEREIN
5. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L.225.38 AND
SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVES
THE AGREEMENT ENTERED INTO AND WHICH REMAINED
IN FORCE DURING THE FYE 31 DEC 2007
6. APPROVE TO RESOLVE THE AWARD TOTAL ANNUAL FEES Management For For
OF EUR 3,75,000.00 TO THE BOARD OF DIRECTORS,
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
7. AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management For For
THE COMPANY S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW MAXIMUM PURCHASE
PRICE EUR 80.00, MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED 10% OF THE SHARE CAPITAL; IT SUPERSEDES
ANY AND ALL EARLIER AUTHORIZATIONS TO THE SAME
EFFECT AND, ESPECIALLY, THE AUTHORIZATION GRANTED
BY THE EXTRAORDINARY SHAREHOLDERS MEETING OF
27 APR 2007 IN ITS RESOLUTION NUMBER 18, AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AFTER THE 18 MONTHS
8. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For
FREE, ON 1 OR MORE OCCASIONS, EXISTING SHARES,
IN FAVOR OF THE EMPLOYEES OR THE CORPORATE OFFICERS
OF THE COMPANY TECHNO THE COMPANY AND RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 1%
OF THE SHARE CAPITAL; TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AFTER 24 MONTHS
9. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For
FREE, ON 1 OR MORE OCCASIONS, EXISTING SHARES,
IN FAVOR OF THE CHAIRMAN AND MANAGING DIRECTOR
OF TECHNIP, CORPORATE OFFICER OF THE COMPANY,
THEY MAY NOT REPRESENT MORE THAN 0.03% OF THE
SHARE CAPITAL, TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AFTER 24 MONTHS
10. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For For
IN 1 OR MORE TRANSACTIONS, IN FAVOR OF EMPLOYEES
OF TECHNIP THE COMPANY AND CORPORATE OFFICERS
OF RELATED COMPANIES, WITH THE ALLOCATION OF
OPTIONS GIVING THE RIGHT TO PURCHASE EXISTING
SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED
THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES, WHICH SHALL EXCEED 1% OF THE
SHARE CAPITAL; IT SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT; TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
AUTHORITY EXPIRES AFTER 24 MONTHS
11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For For
IN 1 OR MORE TRANSACTIONS, IN FAVOR OF THE CHAIRMAN
AND MANAGING DIRECTOR OF TECHNIP CORPORATE OFFICER
OF THE COMPANY, WITH THE ALLOCATION OF OPTIONS
GIVING THE RIGHT TO PURCHASE EXISTING SHARES
PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT
THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL
NUMBER OF SHARES, WHICH SHALL EXCEED 0.10% OF
THE SHARE CAPITAL; IT SUPERSEDES ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT; TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AFTER 24 MONTHS
12. APPROVE TO GRANT FULL POWERS TO THE BEARER OF Management For For
AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES
OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS
AND OTHER FORMALITIES PRESCRIBED BY LAW
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 56 of 105
- --------------------------------------------------------------------------------
SAIPEM SPA, SAN DONATO MILANESE SPM.MI OGM MEETING DATE: 04/28/2008
ISSUER: T82000117 ISIN: IT0000068525 BLOCKING
SEDOL: 4769103, B020R51, 4765996, B28LP69, 4768768
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 21 APR 08 Non-Voting *Management Position Unknown
HAS BEEN POSTPONED AND THAT THE SECOND CONVOCATION
WILL BE HELD ON 28 APR 08. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2007, Management Take No Action
BOARD OF DIRECTORS, THE AUDITORS AND THE AUDIT
FIRM REPORT
2. APPROVE THE ALLOCATION OF PROFIT Management Take No Action
3. APPROVE THE STOCK OPTION PLAN FOR THE YEAR 2008 Management Take No Action
4. GRANT AUTHORITY TO BUY BACK OWN SHARES Management Take No Action
5. GRANT AUTHORITY TO DISPOSE OWN SHARES FOR STOCK Management Take No Action
OPTION PLAN FOR THE YEAR 2008
6. APPOINT THE BOARD OF DIRECTORS AND CHAIRMAN, Management Take No Action
DETERMINATION OF THEIR COMPONENTS TERM AND EMOLUMENTS
7. APPOINT THE BOARD OF THE AUDITORS AND CHAIRMAN, Management Take No Action
DETERMINATION OF REGULAR AUDITORS AND CHAIRMAN
EMOLUMENTS
- --------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC BTI AGM MEETING DATE: 04/30/2008
ISSUER: G1510J102 ISIN: GB0002875804
SEDOL: 0287580, B02S755, 5617278
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE 2007 FINANCIAL STATEMENTS AND STATUTORY Management For For
REPORTS
2. APPROVE THE 2007 REMUNERATION REPORT Management For For
3. DECLARE A FINAL DIVIDEND OF 47.60 PENCE PER ORDINARY Management For For
SHARE FOR 2007
4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For For
AUDITORS OF THE COMPANY
5. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For For
REMUNERATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 57 of 105
6.a RE-APPOINT MR. JAN DU PLESSIS AS A DIRECTOR, Management For For
WHO RETIRES BY ROTATION
6.b RE-APPOINT MR. ANA MARIA LLOPIS AS A DIRECTOR, Management For For
WHO RETIRES BY ROTATION
6.c RE-APPOINT MR. ANTHONY RUYS AS A DIRECTOR, WHO Management For For
RETIRES BY ROTATION
7.a RE-APPOINT MR. KAREN DE SEGUNDO AS A DIRECTOR Management For For
7.b RE-APPOINT MR. NICANDRO DURANTE AS A DIRECTOR Management For For
7.c RE-APPOINT MR. CHRISTINE MORIN-POSTEL AS A DIRECTOR Management For For
7.d RE-APPOINT MR. BEN STEVENS AS DIRECTOR Management For For
8. AUTHORIZE THE DIRECTORS, TO ISSUE OF EQUITY OR Management For For
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS
UP TO AGGREGATE NOMINAL AMOUNT OF GBP 168,168,576
S.9 AUTHORIZE THE DIRECTOR, TO ISSUE THE EQUITY OR Management For For
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP
25,225,286
10. APPROVE THE WAIVER OF OFFER OBLIGATION Management For For
S.11 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASE Management For For
OF 201,800,000 ORDINARY SHARES OF ITS OWN SHARES
S.12 ADOPT THE NEW ARTICLES OF ASSOCIATION Management For For
- --------------------------------------------------------------------------------
AVIVA PLC, LONDON AIVAF.PK AGM MEETING DATE: 05/01/2008
ISSUER: G0683Q109 ISIN: GB0002162385
SEDOL: B045BR4, 4100490, B02S658, 0216238, 4191007, 5983991
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE ANNUAL REPORT AND ACCOUNTS Management For For
2. DECLARE A FINAL DIVIDEND Management For For
3. ELECT MR. NIKHESH ARORA Management For For
4. ELECT MR. SCOTT WHEWAY Management For For
5. RE-ELECT MR. PHILIP SCOTT Management For For
6. RE-ELECT MR. ANDREW MOSS Management For For
7. RE-ELECT MR. COLIN SHARMAN Management For For
8. RE-APPOINT ERNST AND YOUNG LLP Management For For
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For For
S REMUNERATION
10. APPROVE THE RENEWAL OF THE AUTHORITY TO ALLOT Management For For
UNISSUED SHARES
11. APPROVE THE RENEWAL OF THE TO MAKE NON PRE-EMPTIVE Management For For
SHARE ALLOTMENTS
12. APPROVE THE DIRECTORS REMUNERATION REPORT Management For For
S.13 ADOPT THE NEW ARTICLES OF ASSOCIATION Management For For
14. AMEND THE AVIVA ANNUAL BONUS PLAN 2005 Management For For
15. AUTHORIZE THE COMPANY AND ANY SUBSIDIARY COMPANY Management For For
IN THE GROUP TO MAKE POLITICAL DONATIONS
S.16 GRANT AUTHORITY FOR THE PURCHASE OF THE COMPANY Management For For
S ORDINARY SHARES UP TO A SPECIFIED AMOUNT
S.17 GRANT AUTHORITY FOR THE PURCHASE OF THE COMPANY Management For For
S 8 3/4% PREFERENCE SHARES UPTO A SPECIFIED AMOUNT
S.18 GRANT AUTHORITY FOR THE PURCHASE OF THE COMPANY Management For For
S 8 3/8% PREFERENCE SHARES UPTO A SPECIFIED AMOUNT
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 58 of 105
- --------------------------------------------------------------------------------
SMITH & NEPHEW GROUP P L C SNN AGM MEETING DATE: 05/01/2008
ISSUER: G82343164 ISIN: GB0009223206
SEDOL: 4228499, B03W767, 0922320, B032756
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 For
YE 31 DEC 2007 TOGETHER WITH THE REPORT OF THE
DIRECTORS AND THE AUDITORS THEREON
2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For For
FOR THE YE 31 DEC 2007
3. APPROVE THE 2007 FIRST INTERIM DIVIDEND OF USD Management For For
4.51 PER ORDINARY SHARE AND TOCONFIRM THE 2007
SECOND INTERIM DIVIDEND OF USD 7.38 PER ORDINARY
SHARE
4. RE-ELECT MR. JOHN BUHANAN AS A DIRECTOR OF THE Management For For
COMPANY
5. RE-ELECT DR. PAMELA J. KIBRY AS A DIRECTOR OF Management For For
THE COMPANY
6. RE-ELECT MR. BRIAN LARCOMBE AS A DIRECTOR OF Management For For
THE COMPANY
7. RE-ELECT DR. ROLF W.H STOMBERG AS A DIRECTOR Management For For
OF THE COMPANY
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For For
OF THE COMPANY
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For For
OF THE AUDITORS OF THE COMPANY
10. APPROVE TO RENEW THE DIRECTOR S AUTHORIZATION Management For For
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 50,194,406; AUTHORITY EXPIRES THE UNTIL
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
IN 2009 OR 01 AUG 2009
S.13 ADOPT THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For For
AS SPECIFIED
S.11 AUTHORIZE THE DIRECTORS TO ALLOT SECURITIES Management For For
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 9,482,121; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
2009 OR 01 AUG 2009
S.12 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ALL Management For For
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 94,821,208; 10% ISSUED SHARE CAPITAL AS AT
12 MAR 2008 OF 20 US CENTS 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 IN 2009 OR 01 AUG 2009; 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
14. APPROVE TO INCREASE THE LIMIT ON INDIVIDUAL PARTICIPATION Management For For
UNDER THE PERFORMANCE SHARE PLAN, SO THAT THE
INITIAL MARKET VALUE OF THE SHARES TO AN AWARD
SHALL NOT EXCEED 150% OF THE PARTICIPANT S BASIC
ANNUAL SALARY AT THE TIME THE AWARD IS MADE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 59 of 105
- --------------------------------------------------------------------------------
GALP ENERGIA,SA, LISBOA GAL.LS AGM MEETING DATE: 05/06/2008
ISSUER: X3078L108 ISIN: PTGAL0AM0009 BLOCKING
SEDOL: B1G4TB6, B29XVH7, B1FW751, B28H9J8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RATIFY THE APPOINTMENT OF THE BOARD MEMBERS Management Take No Action
2. RECEIVE THE MANAGEMENT REPORT, INDIVIDUAL AND Management Take No Action
CONSOLIDATED ACCOUNTS, FOR THE YEAR 2007, AS
WELL AS REMAINING REPORTING DOCUMENTS
3. APPROVE THE PROPOSAL FOR APPLICATION OF PROFITS Management Take No Action
4. APPROVE THE GENERAL APPRAISAL OF THE COMPANY Management Take No Action
S MANAGEMENT AND SUPERVISION
5. ELECT THE GOVERNING BODIES FOR THE 2008-2010 PERIOD Management Take No Action
6. ELECT THE STATUTORY AUDITOR FOR THE 2008-2010 Management Take No Action
PERIOD
7. AMEND THE ARTICLES 17 AND 18 OF THE COMPANY S Management Take No Action
BY LAWS
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GALP ENERGIA,SA, LISBOA GAL.LS AGM MEETING DATE: 05/06/2008
ISSUER: X3078L108 ISIN: PTGAL0AM0009 BLOCKING
SEDOL: B1G4TB6, B29XVH7, B1FW751, B28H9J8
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RATIFY THE APPOINTMENT OF THE BOARD MEMBERS Management Take No Action
2. RECEIVE THE MANAGEMENT REPORT, INDIVIDUAL AND Management Take No Action
CONSOLIDATED ACCOUNTS, FOR THE YEAR 2007, AS
WELL AS REMAINING REPORTING DOCUMENTS
3. APPROVE THE PROPOSAL FOR APPLICATION OF PROFITS Management Take No Action
4. APPROVE THE GENERAL APPRAISAL OF THE COMPANY Management Take No Action
S MANAGEMENT AND SUPERVISION
5. AUTHORIZE THE MEMBERS OF THE BOARD OF DIRECTORS Management Take No Action
ON GALP S COMPETING COMPANIESAND ON THE DEFINITION
OF THE ACCESS REGIME TO GALP S SENSITIVE INFORMATION
BY BOARD MEMBERS THAT MAY BE PROPOSED THAT ARE
IN ONE OF THE SITUATIONS DESCRIBED ON NUMBER
3 OF ARTICLE 398. OF THE COMMERCIAL COMPANIES
CODE
6. ELECT THE GOVERNING BODIES FOR THE 2008-2010 PERIOD Management Take No Action
7. ELECT THE STATUTORY AUDITOR FOR THE 2008-2010 Management Take No Action
PERIOD
8. AMEND THE ARTICLES 17 AND 18 OF THE COMPANY S Management Take No Action
BY LAWS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 60 of 105
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XSTRATA PLC, LONDON XTA.L AGM MEETING DATE: 05/06/2008
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 For
STATEMENTS OF THE COMPANY AND THE REPORTS OF
THE DIRECTORS AND THE AUDITORS THEREON FOR THE
YE 31 DEC 2007
2. DECLARE A FINAL DIVIDEND OF USD 0.34 CENTS PER Management For For
ORDINARY SHARE IN RESPECT OF THE YE 31 DEC 2007
3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For For
REPORT AS SPECIFIED FOR THE YE 31 DEC 2007
4. RE-ELECT MR. WILLY STROTHOTTE, AS A NON-EXECUTIVE Management For For
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE
128 OF THE COMPANY S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. PAUL HAZEN, AS A NON-EXECUTIVE DIRECTOR, Management For For
WHO RETIRES IN ACCORDANCE WITH ARTICLE 128 OF
THE COMPANY S ARTICLES OF ASSOCIATION
6. RE-ELECT MR. LAN STRACHAN AS A NON-EXECUTIVE Management For For
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE
128 OF THE COMPANY S ARTICLES OF ASSOCIATION
7. RE-ELECT MR. CLAUDE LAMOUREUX, AS A NON-EXECUTIVE Management For For
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE
128 OF THE COMPANY S ARTICLES OF ASSOCIATION
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For For
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 For
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 161,944,486.00 EQUIVALENT TO
323,888,972 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 For
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 24,291,673.00
EQUIVALENT TO 48,583,346 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 AMEND THE NEW FORM OF ARTICLE OF ASSOCIATION Management For For
OF THE COMPANY PRODUCED TO THE MEETING AND INITIALED
BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION
AS NEW ARTICLES A THE NEW ARTICLE DE ADOPTED
AS THE ARTICLE OF ASSOCIATION OF THE COMPANY
WITH THE EFFECT FROM THE CONCLUSION OF THE MEETING
IN SUBSTITUTION FOR, AND TO EXCLUSION OF, THE
EXISTING ARTICLE OF ASSOCIATION
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 61 of 105
S.12 AMEND, SUBJECT TO THE PASSING RESOLUTION 11, Management For For
THAT THE PROPOSED NEW FORM OF ARTICLE OF ASSOCIATION
OF THE COMPANY PRODUCED TO THE MEETING AND INITIALED
BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION
AS NEW ARTICLES B BE ADOPTED AS THE ARTICLE
OF ASSOCIATION OF THE COMPANY WITH EFFECT FROM
THE ENTRY INTO FORCE OF SECTION 175 OF COMPANIES
ACT 2006 AT 00:01AM ON 01 OCT 2008, IN SUBSTITUTION
FOR, AND TO THE EXCLUSION OF, THE NEW ARTICLES
13. APPROVE THE AMENDMENTS TO THE RULES OF THE XSTRATA Management For For
PLC ADDED VALUE INCENTIVE PLAN, WHICH ARE SUMMARIZED
AS SPECIFIED IN THE NOTICE OF AGM, AND ARE SHOWN
IN THE COPY OF THE RULES PRODUCED TO THE MEETING
AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE
OF IDENTIFICATION
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CRH PLC CRH AGM MEETING DATE: 05/07/2008
ISSUER: G25508105 ISIN: IE0001827041
SEDOL: 0182704, 5465240, 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 For
OF DIRECTORS AND THE AUDITORS
2. DECLARE A DIVIDEND Management For For
3.A RE-ELECT MR. N. HARTERY AS A DIRECTOR Management For For
3.B RE-ELECT MR. T.W. HILL AS A DIRECTOR Management For For
3.C RE-ELECT MR. K. MCGOWAN AS A DIRECTOR Management For For
3.D RE-ELECT MR. J.M.C. O CONNOR AS A DIRECTOR Management For For
3.E RE-ELECT MR. U.H. FELCHT AS A DIRECTOR Management For For
4. APPROVE THE REMUNERATION OF AUDITORS Management For For
S.5 APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For
S.6 GRANT AUTHORITY TO PURCHASE OWN ORDINARY SHARES Management For For
S.7 GRANT AUTHORITY TO RE-ISSUE TREASURY SHARES Management For For
S.8 AMEND THE MEMORANDUM OF ASSOCIATION Management For For
S.9 AMEND THE ARTICLES OF ASSOCIATION Management For For
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STANDARD CHARTERED PLC, LONDON STAN.L AGM MEETING DATE: 05/07/2008
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 2007 Management For For
13. AUTHORIZE THE BOARD TO SET THE AUDITOR S FEES Management For For
14. AUTHORIZE THE BOARD, TO ALLOT RELEVANT SECURITIES Management For For
AS DEFINED IN THE COMPANIES ACT 1985, SUCH AUTHORITY
TO BE LIMITED TO: A) THE ALLOTMENT UP TO A TOTAL
NOMINAL VALUE OF USD 141,042,099 BEING NOT GREATER
THAN 20% OF THE ISSUED ORDINARY SHARE CAPITAL
OF THE COMPANY AS AT THE DATE OF THIS RESOLUTION;
B) THE ALLOTMENT WHEN COMBINED WITH ANY ALLOTMENT
MADE UNDER (A) ABOVE) OF RELEVANT SECURITIES
UP TO A TOTAL NOMINAL VALUE OF USD 235,070,165
IN CONNECTION WITH: I) AN OFFER OF RELEVANT SECURITIES
OPEN FOR A PERIOD DECIDED ON BY THE BOARD: A)
TO ORDINARY SHAREHOLDERS ON THE REGISTER ON A
PARTICULAR DATE EXCLUDING ANY HOLDER HOLDING
SHARES AS TREASURY SHARES, IN PROPORTION AS NEARLY
AS MAY BE TO THEIR EXISTING HOLDINGS IGNORING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 62 of 105
FOR THIS PURPOSE BOTH ANY HOLDER HOLDING SHARES
AS TREASURY SHARES AND THE TREASURY SHARES HELD
BY HIM; AND B) TO PEOPLE WHO ARE REGISTERED ON
A PARTICULAR DATE AS HOLDERS OF OTHER CLASSES
OF EQUITY SECURITIES EXCLUDING ANY HOLDER HOLDING
SHARES AS TREASURY SHARES, IF THIS IS REQUIRED
BY THE RIGHTS OF THOSE SECURITIES OR, IF THE
BOARD CONSIDERS IT APPROPRIATE, AS PERMITTED
BY THE RIGHTS OF THOSE SECURITIES, AND SO THAT
THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS
AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS
NECESSARY OR APPROPRIATE TO DEAL WITH FRACTIONAL
ENTITLEMENTS, LEGAL, REGULATORY OR PRACTICAL
PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY
OR ANY OTHER MATTER; AND II) A SHARE DIVIDEND
SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN
ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF
THE COMPANY; C) THE ALLOTMENT OF RELEVANT SECURITIES
PURSUANT TO THE TERMS OF ANY EXISTING SHARE SCHEME
OF THE COMPANY OR ANY OF ITS SUBSIDIARY UNDERTAKINGS
ADOPTED PRIOR TO THE DATE OF THIS MEETING, AUTHORITY
TO APPLY FOR THE PERIOD FROM 07 MAY 2008 UNTIL
THE EARLIER OF THE END OF NEXT YEAR S AGM AND
06 AUG 2009 UNLESS PREVIOUSLY CANCELLED OR VARIED
BY THE COMPANY IN THE MEETING; AND AUTHORIZE
THE BOARD TO ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH
EXPIRY SUCH AUTHORITIES
15. GRANT AUTHORITY TO THE BOARD TO ALLOT RELEVANT Management For For
SECURITIES UP TO A TOTAL NOMINAL VALUE OF USD
141,042,099 PURSUANT TO PARAGRAPH (A) OF RESOLUTION
14 SET OUT ABOVE BE EXTENDED BY THE ADDITION
OF SUCH NUMBER OF ORDINARY SHARES OF USD 0.50
EACH REPRESENTING THE NOMINAL AMOUNT OF THE COMPANY
S SHARE CAPITAL REPURCHASED BY THE COMPANY PURSUANT
TO RESOLUTION 17 SET OUT BELOW
S.16 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For For
RESOLUTION 14 IS PASSED AS AN ORDINARY RESOLUTION,
THE BOARD BE GIVEN POWER TO ALLOT EQUITY SECURITIES
AS DEFINED IN THE COMPANIES ACT 1985 FOR CASH
UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION
AND/OR WHERE THE ALLOTMENT CONSTITUTES AN ALLOTMENT
OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A)
OF THE COMPANIES ACT 1985, FREE OF THE RESTRICTION
IN SECTION 89(1) OF THE COMPANIES ACT 1985, SUCH
POWER TO BE LIMITED TO: A) THE ALLOTMENT OF EQUITY
SECURITIES IN CONNECTION WITH AN OFFER OF EQUITY
SECURITIES OPEN FOR A PERIOD DECIDED ON BY THE
BOARD: I) TO THE ORDINARY SHAREHOLDERS ON THE
REGISTER ON A PARTICULAR DATE EXCLUDING ANY HOLDER
HOLDING SHARES AS TREASURY SHARES, IN PROPORTION
AS NEARLY AS MAY BE TO THEIR EXISTING HOLDINGS
IGNORING FOR THIS PURPOSE BOTH ANY HOLDER HOLDING
SHARES AS TREASURY SHARES AND THE TREASURY SHARES
HELD BY HIM; AND II) TO PEOPLE WHO ARE REGISTERED
ON A PARTICULAR DATE AS THE HOLDERS OF OTHER
CLASSES OF EQUITY SECURITIES EXCLUDING ANY HOLDER
HOLDING SHARES AS TREASURY SHARES, IF THIS IS
REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR,
IF THE BOARD CONSIDERS IT APPROPRIATE, AS PERMITTED
BY THE RIGHTS OF THOSE SECURITIES, AND SO THAT
THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS
AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS
NECESSARY OR APPROPRIATE TO DEAL WITH FRACTIONAL
ENTITLEMENTS, LEGAL, REGULATORY OR PRACTICAL
PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY
OR ANY OTHER MATTER; AND B) THE ALLOTMENT OTHERWISE
THAN UNDER (A) ABOVE OF EQUITY SECURITIES UP
TO A TOTAL NOMINAL VALUE OF USD 35,260,524, AUTHORITY
TO APPLY FROM 07 MAY 2008 UNTIL THE EARLIER OF
THE END OF NEXT YEAR S AGM AND 06 AUG 2009 UNLESS
PREVIOUSLY CANCELLED OR VARIED BY THE COMPANY
IN THE MEETING ; 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: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 63 of 105
S.17 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For
AS DEFINED IN THE COMPANIES ACT 1985 OF ITS ORDINARY
SHARES OF USD 0.50 EACH PROVIDED THAT: A) THE
COMPANY DOES NOT PURCHASE MORE THAN 141,042,099
SHARES UNDER THIS AUTHORITY; B) THE COMPANY DOES
NOT PAY LESS FOR EACH SHARE BEFORE EXPENSES THAN
USD 0.50 OR THE EQUIVALENT IN THE CURRENCY IN
WHICH THE PURCHASE IS MADE, CALCULATED BY REFERENCE
TO A SPOT EXCHANGE RATE FOR THE PURCHASE OF US
DOLLARS WITH SUCH OTHER CURRENCY AS DISPLAYED
ON THE APPROPRIATE PAGE OF THE REUTERS SCREEN
AT OR AROUND 11.00AM LONDON TIME ON THE BUSINESS
DAY BEFORE THE DAY THE COMPANY AGREES TO BUY
THE SHARES; AND C) THE COMPANY DOES NOT PAY MORE
FOR EACH SHARE BEFORE EXPENSES THAN 5% OVER THE
AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY
SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF
THE LONDON STOCK EXCHANGE FOR THE 5 BUSINESS
DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE
COMPANY AGREES TO BUY THE SHARES; AUTHORITY APPLY
FROM 07 MAY 2008 UNTIL THE EARLIER OF THE END
OF NEXT YEAR S AGM AND 06 AUG 2009 UNLESS PREVIOUSLY
CANCELLED OR VARIED BY THE COMPANY IN THE GENERAL
MEETING; THE COMPANY, BEFORE THE EXPIRY, MAY
MAKE A CONTRACT TO PURCHASE ORDINARY SHARES IN
ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE
AUTHORITY HAD NOT ENDED
S.18 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For
AS DEFINED IN THE COMPANIES ACT 1985 OF UP TO
USD 15,000 DOLLAR PREFERENCE SHARES AND UP TO
195,285,000 STARLING PREFERENCE SHARES PROVIDED
THAT: A) THE COMPANY DOES NOT PAY LESS FOR EACH
SHARE BEFORE EXPENSES THAN THE NOMINAL VALUE
OF THE SHARE OR THE EQUIVALENT IN THE CURRENCY
IN WHICH THE PURCHASE IS MADE, CALCULATED BY
REFERENCE TO THE SPOT EXCHANGE RATE FOR THE PURCHASE
OF THE CURRENCY IN WHICH THE RELEVANT SHARE IS
DENOMINATED WITH SUCH OTHER CURRENCY AS DISPLAYED
ON THE APPROPRIATE PAGE OF THE REUTERS SCREEN
AT OR AROUND 11.00AM LONDON TIME ON THE BUSINESS
DAY BEFORE THE DAY THE COMPANY AGREES TO BUY
THE SHARES; AND ; B) THE COMPANY DOES NOT PAY
MORE: I) FOR EACH STERLING PREFERENCE SHARE BEFORE
EXPENSES THAN 25% OVER THE AVERAGE MIDDLE MARKET
PRICES OF SUCH SHARES ACCORDING TO THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR
THE 10 BUSINESS DAYS IMMEDIATELY BEFORE THE DATE
ON WHICH THE COMPANY AGREES TO BUY THE SHARES;
AND II) FOR EACH US DOLLAR PREFERENCE SHARE BEFORE
EXPENSES THAN 25% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES ACCORDING TO THE DAILY
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR
THE 10 BUSINESS DAYS IMMEDIATELY BEFORE THE DATE
ON WHICH THE COMPANY AGREES TO BUY THE SHARES;
AUTHORITY TO APPLY FROM 07 MAY 2008 UNTIL THE
EARLIER OF THE END OF NEXT YEAR S AGM OR 06 AUG
2009 UNLESS PREVIOUSLY CANCELLED OR VARIED BY
THE COMPANY IN GENERAL MEETING; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT
AS IF THE AUTHORITY HAD NOT ENDED
S.19 APPROVE AND ADOPT THE ARTICLES OF ASSOCIATION Management For For
PRODUCED TO THE MEETING AND SIGNED BY THE CHAIRMAN
OF THE MEETING FOR THE PURPOSES OF IDENTIFICATION
AS THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY
IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF,
THE EXISTING ARTICLES OF ASSOCIATION
2. APPROVE TO DECLARE A FINAL DIVIDEND OF USD 56.23 Management For For
CENTS PER ORDINARY SHARE FORTHE YE 31 DEC 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 64 of 105
3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For
THE YE 31 DEC 2007 AS SPECIFIED OF ANNUAL REPORT
AND ACCOUNTS
4. RE-ELECT MR. M.B. DENOMA AS A EXECUTIVE DIRECTOR, Management For For
WHO RETIRES BY ROTATION
5. RE-ELECT MS. V. F. GOODING AS A NON-EXECUTIVE Management For For
DIRECTOR , WHO RETIRES BY ROTATION
6. RE-ELECT MR. R. H. P. MARKHAM AS A NON-EXECUTIVE Management For For
DIRECTOR , WHO RETIRES BY ROTATION
7. RE-ELECT MR. P. A. SANDS AS A EXECUTIVE DIRECTOR Management For For
, WHO RETIRES BY ROTATION
8. RE-ELECT MR. O. H. J. STOCKEN AS A NON-EXECUTIVE Management For For
DIRECTOR , WHO RETIRES BY ROTATION
9. ELECT MR. G. R. BULLOCK AS A EXECUTIVE DIRECTOR Management For For
BY THE BOARD DURING THE YEAR
10. ELECT MR. S. B. MITTAL AS A NON-EXECUTIVE DIRECTOR Management For For
BY THE BOARD DURING THE YEAR
11. ELECT MR. J .W. PEACE AS A NON-EXECUTIVE DIRECTOR Management For For
BY THE BOARD DURING THE YEAR
12. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR TO THE Management For For
COMPANY UNTIL THE END OF NEXTYEAR S AGM
20. AUTHORIZE IN ACCORDANCE WITH SECTIONS 366 AND Management For For
367 OF THE COMPANIES ACT 2006, THE COMPANY AND
ALL THE COMPANIES THAT ARE ITS SUBSIDIARIES DURING
THE PERIOD FOR WHICH THIS RESOLUTION IS EFFECTIVE:
A) MAKE DONATIONS TO POLITICAL PARTIES AND/OR
INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING
GBP 100,000 IN TOTAL; B) MAKE DONATIONS TO POLITICAL
ORGANIZATIONS OTHER THAN POLITICAL PARTIES NOT
EXCEEDING GBP 100,000 IN TOTAL; C) INCUR POLITICAL
EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL;
AS SUCH TERMS ARE DEFINED IN SECTIONS 363 TO
365 OF THE COMPANIES ACT 2006 PROVIDED THAT THE
AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND EXPENDITURE
SHALL NOT EXCEED GBP 100,000 DURING THE PERIOD
PERIOD BEGINNING WITH THE DATE OF PASSING THIS
RESOLUTION; AUTHORITY EXPIRING ON THE EARLIER
OF THE NEXT YEAR S AGM AND 06 AUG 2009 UNLESS
PREVIOUSLY RENEWED, REVOKED OR VARIED BY THE
COMPANY IN GENERAL MEETING
21. AUTHORIZE THE BOARD : I) TO MAKE AN OFFER TO Management For For
THE HOLDERS OF ORDINARY SHARES EXCLUDING ANY
MEMBER HOLDING SHARES AS TREASURY SHARES TO ELECT
TO RECEIVE NEW ORDINARY SHARES IN THE CAPITAL
OF THE COMPANY IN LIEU OF ALL OR ANY PART OF
ANY INTERIM OR FINAL DIVIDEND PAID IN RESPECT
OF ANY FINANCIAL PERIOD OF THE COMPANY ENDING
ON OR PRIOR TO 31 DEC 2013 UPON SUCH TERMS AS
THE BOARD MAY DETERMINE; II) IN RESPECT OF ANY
SUCH DIVIDEND TO CAPITALIZE SUCH AMOUNT STANDING
TO THE CREDIT OF THE COMPANY S RESERVES AS MAY
BE NECESSARY, AND THE MAKING BY THE BOARD OF
ANY SUCH OFFER AND ANY SUCH CAPITALIZATION BY
THE BOARD IN EACH CASE IN RESPECT OF ANY PRIOR
FINANCIAL PERIOD IS CONFIRMED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 65 of 105
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CHINA MOBILE LTD 0941.HK AGM MEETING DATE: 05/08/2008
ISSUER: Y14965100 ISIN: HK0941009539
SEDOL: B162JB0, 6073556, B01DDV9, 5563575
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For For
THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS
OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YE
31 DEC 2007
2.i DECLARE AN ORDINARY FINAL DIVIDEND FOR THE YE Management For For
31 DEC 2007
2.ii DECLARE A SPECIAL FINAL DIVIDEND FOR THE YE 31 Management For For
DEC 2007
3.i RE-ELECT MR. LU XIANGDONG AS A DIRECTOR Management For For
3.ii RE-ELECT MR. XUE TAOHAI AS A DIRECTOR Management For For
3.iii RE-ELECT MR. HUANG WENLIN AS A DIRECTOR Management For For
3.iv RE-ELECT MR. XIN FANFEI AS A DIRECTOR Management For For
3.v RE-ELECT MR. LO KA SHUI AS A DIRECTOR Management For For
4. RE-APPOINT MESSRS. KPMG AS THE AUDITORS AND AUTHORIZE Management For For
THE DIRECTORS TO FIX THEIR REMUNERATION
5. AUTHORIZE THE DIRECTORS, TO PURCHASE SHARES OF Management For For
HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY INCLUDING
ANY FORM OF DEPOSITARY RECEIPT REPRESENTING THE
RIGHT TO RECEIVE SUCH SHARES SHARES AND THE AGGREGATE
NOMINAL AMOUNT OF SHARES WHICH MAY BE PURCHASED
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
ANY OTHER STOCK EXCHANGE ON WHICH SECURITIES
OF THE COMPANY MAY BE LISTED AND WHICH IS RECOGNIZED
FOR THIS PURPOSE BY THE SECURITIES AND FUTURES
COMMISSION OF HONG KONG AND THE STOCK EXCHANGE
OF HONG KONG LIMITED SHALL NOT EXCEED OR REPRESENT
MORE THAN 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF PASSING THIS RESOLUTION, AND THE
SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR WITHIN WHICH THE NEXT
AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD
6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For For
WITH ADDITIONAL SHARES IN THE COMPANY INCLUDING
THE MAKING AND GRANTING OF OFFERS, AGREEMENTS
AND OPTIONS WHICH MIGHT REQUIRE SHARES TO BE
ALLOTTED, WHETHER DURING THE CONTINUANCE OF SUCH
MANDATE OR THEREAFTER PROVIDED THAT, OTHERWISE
THAN PURSUANT TO I) A RIGHTS ISSUE WHERE SHARES
ARE OFFERED TO SHAREHOLDERS ON A FIXED RECORD
DATE IN PROPORTION TO THEIR THEN HOLDINGS OF
SHARES; II) THE EXERCISE OF OPTIONS GRANTED UNDER
ANY SHARE OPTION SCHEME ADOPTED BY THE COMPANY;
OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT
PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU
OF THE WHOLE OR PART OF A DIVIDEND IN ACCORDANCE
WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY,
THE AGGREGATE NOMINAL AMOUNT OF THE SHARES ALLOTTED
SHALL NOT EXCEED 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN
ISSUE AT THE DATE OF PASSING THIS RESOLUTION;
IF THE DIRECTORS ARE SO AUTHORIZED BY A SEPARATE
ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE
COMPANY THE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT
TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM
EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT
OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE
AT THE DATE OF PASSING THIS RESOLUTION; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR WITHIN WHICH THE NEXT
AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD
7. AUTHORIZE THE DIRECTORS, TO ISSUE, ALLOT AND Management For For
DEAL WITH SHARES BY THE NUMBER OF SHARES REPURCHASED
UP TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF PASSING THIS RESOLUTION, AS SPECIFIED
IN RESOLUTION 6
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 66 of 105
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HENNES & MAURITZ AB H&M, STOCKHOLM HMB.ST OGM MEETING DATE: 05/08/2008
ISSUER: W41422101 ISIN: SE0000106270
SEDOL: B02V4F3, 5687431, 5697269, B0CSYN2, B103GT6
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
* PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown
OPTION IN SWEDEN. THANK YOU.
* 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
IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
1. OPENING OF THE AGM Management For For
2. ELECT THE LAWYER MR. SVEN UNGER AS THE CHAIRMAN Management For For
OF THE AGM
3. ADDRESS BY THE MANAGING DIRECTOR, MR. ROLF ERIKSEN, Management For For
FOLLOWED BY AN OPPORTUNITY TO ASK QUESTION ABOUT
THE COMPANY
4. APPROVE THE VOTING LIST Management For For
5. APPROVE THE AGENDA Management For For
6. ELECT THE PEOPLE TO CHECK THE MINUTES Management For For
7. APPROVE THE EXAMINATION OF WHETHER THE MEETING Management For For
WAS PROPERLY CONVENED
10. APPROVE 9 BOARD MEMBERS WITH NO DEPUTIES Management For For
8. APPROVE: THE PRESENTATION OF ANNUAL ACCOUNTS Management For For
AND THE AUDITORS REPORT AS WELLAS THE CONSOLIDATED
ACCOUNTS AND THE CONSOLIDATED AUDITORS STATEMENT
ON WHETHER THE GUIDELINES FOR REMUNERATION TO
SENIOR EXECUTIVES APPLICABLE SINCE THE LAST AGM
HAVE BEEN SPECIFIED: THE STATEMENT BY THE COMPANY
S AUDITOR AND THE CHAIRMAN OF THE AUDITING COMMITTEE;
THE STATEMENT BY THE CHAIRMAN OF THE BOARD ON
THE WORK OF THE BOARD; AND THE STATEMENT BY THE
CHAIRMAN OF THE ELECTION COMMITTEE ON THE WORK
OF THE ELECTION COMMITTEE
9.A ADOPT THE INCOME STATEMENT AND BALANCE SHEET Management For For
AND THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED
BALANCE SHEET
9.B APPROVE A DIVIDEND TO THE SHAREHOLDERS OF SEK Management For For
14.00 PER SHARE AND TUESDAY 13 MAY 2008 AS THE
RECORD DATE; DIVIDENDS TO BE PAID OUT BY VPC
ON FRIDAY 16 MAY 2008
9.C GRANT DISCHARGE TO THE MEMBERS OF THE BOARD AND Management For For
THE MANAGING DIRECTOR FROM LIABILITY TO THE COMPANY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 67 of 105
11. APPROVE THAT THE TOTAL BOARD FEES REMAIN UNCHANGED Management For For
AT SEK 4,250,000; AND THE BOARD FEES FOR EACH
MEMBER ELECTED BY THE AGM BE DISTRIBUTED AS FOLLOWS:
TO THE CHAIRMAN OF THE BOARD SEK 1,350,000; TO
THE MEMBERS SEK 375,000; TO THE MEMBERS OF THE
AUDITING COMMITTEE AN EXTRA SEK 75,000; AND THE
CHAIRMAN OF THE AUDITING COMMITTEE AN EXTRA SEK
125,000; NO FEE SHALL BE PAID TO THE BOARD MEMBER
EMPLOYED BY THE COMPANY; THE TOTAL FEES REPRESENT
AN INCREASE OF SEK 350,000 ON PREVIOUS YEAR;
AND THAT THE AUDITORS FEES BE PAID BASED ON
THE INVOICES SUBMITTED
12. RE-ELECT MESSRS. FRED ANDERSSON, LOTTIE KNUTSON, Management For For
SUSSI KVART, BO LUNDQUIST, STIG NORDFELT, KARL-JOHAN
PERSSON, STEFAN PERSSON AND MELKER SCHORLING
AS THE MEMBERS OF THE BOARD OF DIRECTORS AND
MR. STEFAN PERSSON AS THE CHAIRMAN OF THE BOARD;
AND ELECT MS. MIA BRUNELL LIVFORS AS A MEMBER
OF THE BOARD OF DIRECTORS
13. APPROVE THE ESTABLISHMENT OF PRINCIPLES FOR THE Management For For
ELECTION COMMITTEE AND ELECTION OF MEMBERS OF
THE ELECTION COMMITTEE
14. APPROVE THE GUIDELINES FOR REMUNERATION TO THE Management For For
SENIOR EXECUTIVES
15. CLOSING OF THE AGM Management For For
- --------------------------------------------------------------------------------
JARDINE MATHESON HOLDINGS LTD, HAMILTON JAR.IL AGM MEETING DATE: 05/08/2008
ISSUER: G50736100 ISIN: BMG507361001
SEDOL: 6472863, B02TXX8, 0471123, 0471781, 6472119, B28D2V9, 0471695,
2841586, 6472357
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management For For
AND THE INDEPENDENT AUDITOR S REPORT FOR THE
YE 31 DEC 2007, AND TO DECLARE A FINAL DIVIDEND
2. RE-ELECT MR. MARK GREENBERG AS A DIRECTOR Management For For
3. RE-ELECT MR. SIMON KESWICK AS A DIRECTOR Management For For
4. RE-ELECT DR. RICHARD LEE AS A DIRECTOR Management For For
5. RE-ELECT MR. PERCY WEATHERALL AS A DIRECTOR Management For For
6. APPROVE TO FIX THE DIRECTOR S FEES Management For For
7. RE-APPOINT THE AUDITORS AND TO AUTHORIZE THE Management For For
DIRECTORS TO FIX THEIR REMUNERATION
8. APPROVE THE EXERCISE BY THE DIRECTORS DURING Management For For
THE RELEVANT PERIOD OF ALL POWERS OF THE COMPANY
TO ALLOT OR ISSUE SHARES AND TO MAKE AND GRANT
OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR
MIGHT REQUIRE SHARES TO BE ALLOTTED, ISSUED OR
DISPOSED OF DURING OR AFTER THE END OF THE RELEVANT
PERIOD UP TO AN AGGREGATE NOMINAL AMOUNT OF USD
51.7 MILLION; THE AGGREGATE NOMINAL AMOUNT OF
SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY
OR UNCONDITIONALLY TO BE ALLOTTED WHOLLY FOR
CASH WHETHER PURSUANT TO AN OPTION OR OTHERWISE
BY THE DIRECTORS PURSUANT TO THE APPROVAL IN
ABOVE PARAGRAPH, OTHERWISE THAN PURSUANT TO A
RIGHTS ISSUE FOR THE PURPOSES OF THIS RESOLUTION,
RIGHTS ISSUE BEING AN OFFER OF SHARES OR OTHER
SECURITIES TO HOLDERS OF SHARES OR OTHER SECURITIES
ON THE REGISTER ON A FIXED RECORD DATE IN PROPORTION
TO THEIR THEN HOLDINGS OF SUCH SHARES OR OTHER
SECURITIES OR OTHERWISE IN ACCORDANCE WITH THE
RIGHTS ATTACHING THERETO SUBJECT TO SUCH EXCLUSIONS
OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM
NECESSARY OR EXPEDIENT IN RELATION TO FRACTIONAL
ENTITLEMENTS OR LEGAL OR PRACTICAL PROBLEMS UNDER
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 68 of 105
THE LAWS OF, OR THE REQUIREMENTS OF ANY RECOGNIZED
REGULATORY BODY OR ANY STOCK EXCHANGE IN, ANY
TERRITORY, OR THE ISSUE OF SHARES PURSUANT TO
THE COMPANY S EMPLOYEE SHARE PURCHASE TRUST,
SHALL NOT EXCEED USD7.7 MILLION; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OR THE EXPIRATION OF THE PERIOD WITHIN WHICH
THE NEXT AGM IS TO BE HELD BY LAW
9. APPROVE THE EXERCISE BY THE DIRECTORS OF ALL Management For For
POWERS OF THE COMPANY TO PURCHASE ITS OWN SHARES,
SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS, DURING THE RELEVANT PERIOD;
THE AGGREGATE NOMINAL AMOUNT OF SHARES OF THE
COMPANY WHICH THE COMPANY MAY PURCHASE PURSUANT
TO THE APPROVE THIS RESOLUTION SHALL BE LESS
THAN 15% OF THE AGGREGATE NOMINAL AMOUNT OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THIS MEETING; APPROVE THIS RESOLUTION
SHALL, WHERE PERMITTED BY APPLICABLE LAWS AND
REGULATIONS AND SUBJECT TO THE LIMITATION IN
THIS RESOLUTION, EXTEND TO PERMIT THE PURCHASE
OF SHARES OF THE COMPANY I) BY SUBSIDIARIES OF
THE COMPANY AND II) PURSUANT TO THE TERMS OF
PUT WARRANTS OR FINANCIAL INSTRUMENTS HAVING
SIMILAR EFFECT PUT WARRANTS WHEREBY THE COMPANY
CAN BE REQUIRED TO PURCHASE ITS OWN SHARES, PROVIDED
THAT WHERE PUT WARRANTS ARE ISSUED OR OFFERED
PURSUANT TO A RIGHTS ISSUE AS DEFINED IN RESOLUTION
8 THE PRICE WHICH THE COMPANY MAY PAY FOR SHARES
PURCHASED ON EXERCISE OF PUT WARRANTS SHALL NOT
EXCEED 15% MORE THAN THE AVERAGE OF THE MARKET
QUOTATIONS FOR THE SHARES FOR A PERIOD OF NOT
MORE THAN 30 NOR LESS THAN THE 5 DEALING DAYS
FALLING 1 DAY PRIOR TO THE DATE OF ANY PUBLIC
ANNOUNCEMENT BY THE COMPANY OF THE PROPOSED ISSUE
OF PUT WARRANTS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO
BE HELD BY LAW
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SWIRE PAC LTD SWI.F AGM MEETING DATE: 05/08/2008
ISSUER: Y83310105 ISIN: HK0019000162
SEDOL: B01DRW8, 5675607, 6868633, B17MW43, 6867748
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. DECLARE THE FINAL DIVIDENDS Management For For
2.A RE-ELECT MR. M CUBBON AS A DIRECTOR Management For For
2.B RE-ELECT MR. BARONESS DUNN AS A DIRECTOR Management For For
2.C RE-ELECT MR. C LEE AS A DIRECTOR Management For For
2.D RE-ELECT MR. M C C SZE AS A DIRECTOR Management For For
2.E RE-ELECT MR. T G FRESHWATER AS A DIRECTOR Management For For
2.F RE-ELECT MR. M LEUNG AS A DIRECTOR Management For For
2.G RE-ELECT MR. A N TYLER AS A DIRECTOR Management For For
3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For For
AND AUTHORIZE THE DIRECTORSTO FIX THEIR REMUNERATION
4. AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For For
THE RELEVANT PERIOD TO MAKE ON-MARKET SHARE REPURCHASES
WITHIN THE MEANING OF THE CODE ON SHARE REPURCHASES
UP TO 10 % OF THE AGGREGATE NOMINAL AMOUNT OF
THE SHARES OF THAT CLASS IN ISSUE AT THE DATE
OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY LAW TO BE HELD
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 69 of 105
5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For For
ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE
CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS,
AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT
PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE SHARE OF ANY CLASS SO ALLOTTED
OR SO AGREED CONDITIONALLY OR UNCONDITIONALLY
TO BE ALLOTTED PURSUANT TO THIS RESOLUTION WHOLLY
FOR CASH SHALL NOT EXCEED 5% OF THE AGGREGATE
NOMINAL AMOUNT OF THE SHARES OF THAT CLASS IN
ISSUE AT THE DATE OF PASSING THIS RESOLUTION;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION
OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE
COMPANY IS REQUIRED BY LAW TO BE HELD
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NEXT PLC, LEICESTER NXG.SG AGM MEETING DATE: 05/13/2008
ISSUER: G6500M106 ISIN: GB0032089863
SEDOL: B02SZZ1, 3208986, B1BQJ39
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. ADOPT THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For For
AND THE AUDITORS
2. APPROVE THE REMUNERATION REPORT Management For For
3. DECLARE A FINAL DIVIDEND OF 37P PER SHARE Management For For
4. RE-ELECT MR. SIMON WOLFSON AS A DIRECTOR Management For For
5. RE-ELECT MR. ANDREW VARLEY AS A DIRECTOR Management For For
6. RE-ELECT MR. JONATHAN DAWSON AS A DIRECTOR Management For For
7. RE-ELECT MR. CHRISTINE CROSS AS A DIRECTOR Management For For
8. ELECT MR. STEVE BARBER AS A DIRECTOR Management For For
9. RE-APPOINT ERNST AND YOUNG LLP AS THE AUDITORS Management For For
AND AUTHORIZE THE DIRECTORS TOSET THEIR REMUNERATION
10. APPROVE THE NEXT RISK/REWARD INVESTMENT PLAN Management For For
11. GRANT AUTHORITY TO ALLOT SHARES Management For For
S.12 GRANT AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For
S.13 GRANT AUTHORITY FOR ON-MARKET PURCHASE OF OWN Management For For
SHARES
S.14 GRANT AUTHORITY TO ENTER INTO PROGRAMME AGREEMENTS Management For For
WITH EACH OF THE GOLDMAN SACHS INTERNATIONAL,
THE UBS AG, THE DEUTSCHE BANK AG AND THE BARCLAYS
BANK
S.15 APPROVE AND ADOPT THE NEW ARTICLES OF ASSOCIATION Management For For
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MODERN TIMES GROUP AB MTGA.ST OGM MEETING DATE: 05/14/2008
ISSUER: W56523116 ISIN: SE0000412371
SEDOL: 5328127, B151P43, B290781, B155C88
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown
OPTION IN SWEDEN. THANK YOU.
* 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
IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 70 of 105
* 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
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. ELECT MR. MARTIN BORRESEN, LAWYER, AS THE CHAIRMAN Management For For
OF THE MEETING
2. APPROVE THE VOTING LIST Management For For
3. APPROVE THE AGENDA Management For For
4. ELECT ONE OR TWO PERSONS TO CHECK AND VERIFY Management For For
THE MINUTES
5. APPROVE TO DETERMINE WHETHER THE MEETING HAS Management For For
BEEN DULY CONVENED
6. RECEIVE THE ANNUAL REPORT AND THE AUDITOR S REPORT Management For For
AND OF THE CONSOLIDATED FINANCIAL STATEMENTS
AND THE AUDITOR S REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS
13. APPROVE THE PROCEDURE FOR THE ELECTION OF A NOMINATION Management For For
COMMITTEE AS SPECIFIED
7. ADOPT THE INCOME STATEMENT AND BALANCE SHEET Management For For
AND THE CONSOLIDATED INCOME STATEMENT AND THE
CONSOLIDATED BALANCE SHEET
8. APPROVE A DIVIDEND OF SEK 5 AND AN EXTRAORDINARY Management For For
DIVIDEND OF SEK 10, IN TOTALSEK 15 PER SHARE;
AND THAT THE RECORD DATE IS TO BE MONDAY 19 MAY
2008
9. GRANT DISCHARGE TO THE DIRECTORS OF THE BOARD Management For For
AND THE CHIEF EXECUTIVE OFFICERFROM LIABILITY
10. APPROVE THAT THE BOARD OF DIRECTORS CONSIST OF Management For For
8 DIRECTORS WITHOUT ALTERNATE DIRECTORS
11. APPROVE THAT THE REMUNERATION TO THE BOARD OF Management For For
DIRECTORS INCLUDING REMUNERATION FOR THE WORK
IN THE COMMITTEES OF THE BOARD OF DIRECTORS FOR
THE PERIOD UNTIL THE CLOSE OF THE NEXT AGM SHALL
BE A TOTAL OF SEK 4,375,000, OF WHICH SEK 1,100,000
SHALL BE ALLOCATED TO THE CHAIRMAN OF THE BOARD
AND SEK 400,000 TO EACH OF THE OTHER DIRECTORS;
FOR WORK WITHIN THE AUDIT COMMITTEE, SEK 200,000
SHALL BE ALLOCATED TO THE CHAIRMAN AND SEK 75,000
TO EACH OF THE OTHER TWO MEMBERS, AND FOR WORK
WITHIN THE REMUNERATION COMMITTEE SEK 50,000
SHALL BE ALLOCATED TO THE CHAIRMAN AND SEK 25,000
TO EACH OF THE OTHER THREE MEMBERS; AND THAT
THE REMUNERATION TO THE AUDITORS SHALL BE PAID
IN ACCORDANCE WITH AN APPROVED INVOICE
12. RE-ELECT MESSRS. ASGER AAMUND, MIA BRUNELL LIVFORS, Management For For
DAVID CHANCE, DAVID MARCUS, CRISTINA STENBECK
AND PELLE TORNBERG AND ELECT MR. SIMON DUFFY
AND MR. ALEXANDER IZOSIMOV AS THE DIRECTORS OF
THE BOARD; RE-ELECT MR. DAVID CHANCE AS THE CHAIRMAN
OF THE BOARD OF DIRECTORS; AND APPROVE THAT THE
BOARD OF DIRECTORS AT THE CONSTITUENT BOARD MEETING
APPOINT A REMUNERATION COMMITTEE AND AN AUDIT
COMMITTEE WITHIN THE BOARD OF DIRECTORS
14. APPROVE THE GUIDELINES ON REMUNERATION FOR THE Management For For
SENIOR EXECUTIVES AS SPECIFIED
18.A ADOPT A PERFORMANCE BASED INCENTIVE PLAN THE Management For For
PLAN AS SPECIFIED
19. CLOSING OF THE MEETING Management For For
15. APPROVE A REDUCTION OF THE COMPANY S EQUITY RESERVES Management For For
BY SEK 523 MILLION FROM SEK 531 MILLION TO SEK
8 MILLION; THE REDUCTION AMOUNT SHALL BE TRANSFERRED
TO THE COMPANY S NON-RESTRICTED EQUITY
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 71 of 105
16. APPROVE TO REDUCE THE COMPANY S SHARE CAPITAL Management For For
BY SEK 7,585,000 BY REDEMPTION WITHOUT REPAYMENT
OF 1,517,000 CLASS B SHARES WHICH THE COMPANY
HAS REPURCHASED; AND THAT THE REDEMPTION AMOUNT
SHALL BE TRANSFERRED TO NON-RESTRICTED EQUITY
17. AUTHORIZE THE BOARD OF DIRECTORS, ON 1 OR MORE Management For For
OCCASIONS, FOR THE PERIOD UP UNTIL THE NEXT AGM,
TO PASS A RESOLUTION ON REPURCHASING SO MANY
CLASS A AND/OR CLASS B SHARES THAT THE COMPANY
S HOLDING DOES NOT AT ANY TIME EXCEED 10% OF
THE TOTAL NUMBER OF SHARES IN THE COMPANY; THE
REPURCHASE OF SHARES SHALL TAKE PLACE ON THE
OMX NORDIC EXCHANGE STOCKHOLM AND MAY ONLY OCCUR
AT A PRICE WITHIN THE SHARE PRICE INTERVAL REGISTERED
AT THAT TIME, WHERE SHARE PRICE INTERVAL MEANS
THE DIFFERENCE BETWEEN THE HIGHEST BUYING PRICE
AND LOWEST SELLING PRICE
18.B AMEND SECTION 5 OF THE ARTICLES OF ASSOCIATION Management For For
AS SPECIFIED
18.C AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For
THE NEXT AGM, TO INCREASE THE COMPANY S SHARE
CAPITAL BY NOT MORE THAN SEK 2,400,000 BY THE
ISSUE OF NOT MORE THAN 480,000 CLASS C SHARES,
EACH WITH A RATIO VALUE OF SEK 5; WITH DISAPPLICATION
OF THE SHAREHOLDERS PREFERENTIAL RIGHTS, NORDEA
BANK AB PUBL SHALL BE ENTITLED TO SUBSCRIBE FOR
THE NEW CLASS C SHARES AT A SUBSCRIPTION PRICE
CORRESPONDING TO THE RATIO VALUE OF THE SHARES
18.D AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For
THE NEXT AGM, TO REPURCHASE ITS OWN CLASS C SHARES;
THE REPURCHASE MAY ONLY BE EFFECTED THROUGH A
PUBLIC OFFER DIRECTED TO ALL HOLDERS OF CLASS
C SHARES AND SHALL COMPRISE ALL OUTSTANDING CLASS
C SHARES; THE PURCHASE MAY BE AFFECTED AT A PURCHASE
PRICE CORRESPONDING TO NOT LESS THAN SEK 5.00
AND NOT MORE THAN SEK 5.10; THE TOTAL PRICE WILL
NOT EXCEED SEK 2,448,000; PAYMENT FOR THE CLASS
C SHARES SHALL BE MADE IN CASH
18.E APPROVE THAT CLASS C SHARES THAT THE COMPANY Management For For
PURCHASES BY VIRTUE OF THE AUTHORIZATION TO REPURCHASE
ITS OWN SHARES IN ACCORDANCE WITH RESOLUTION
18.D, FOLLOWING RECLASSIFICATION INTO CLASS B
SHARES, MAY BE TRANSFERRED TO PARTICIPANTS IN
ACCORDANCE WITH THE TERMS OF THE PLAN
- --------------------------------------------------------------------------------
PROSPERITY REAL ESTATE INVESTMENT TRUST 0808.HK AGM MEETING DATE: 05/14/2008
ISSUER: Y7084Q109 ISIN: HK0808032913
SEDOL: B0PVBN7, B0WW4J0, B0V0LW7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. APPROVE THE AUDITED FINANCIAL STATEMENTS OF PROSPERITY Management For For
REIT TOGETHER WITH THEAUDITORS REPORT FOR THE
YE 31 DEC 2007
2. APPOINT THE AUDITORS OF PROSPERITY REIT AND APPROVE Management For For
TO FIX THEIR REMUNERATION.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 72 of 105
- --------------------------------------------------------------------------------
PROSPERITY REAL ESTATE INVESTMENT TRUST 0808.HK EGM MEETING DATE: 05/14/2008
ISSUER: Y7084Q109 ISIN: HK0808032913
SEDOL: B0PVBN7, B0WW4J0, B0V0LW7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
s.1 AMEND, PURSUANT TO CLAUSE 10.2.4 OF THE TRUST Management For For
DEED CONSTITUTING PROSPERITY REIT DATED 29 NOV
2005 AS AMENDED AND SUPPLEMENTED BY A FIRST SUPPLEMENTAL
DEED DATED 15 MAY 2007 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 A TRUSTEE OF PROSPERITY REIT
THE TRUSTEE, THE INVESTMENT STRATEGY OF PROSPERITY
REIT TO EXPAND THE ASSET CLASS SCOPE TO INCLUDE
OFFICE, COMMERCIAL AND RETAIL PROPERTIES, AND
NOT TO CONTAIN ANY GEOGRAPHICAL RESTRICTIONS;
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 MATTERS
RESOLVED UPON IN THIS RESOLUTION
s.2 AMEND, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For For
CLAUSES 5.1.6(III), 5.1.7 AND26 OF THE TRUST
DEED AS SPECIFIED; 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
s.3 AMEND, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For For
CLAUSE 5.2.2 OF THE TRUST DEED; AND AUTHORIZE
THE MANAGERS, DIRECTORS AND THE TRUSTEE TO DO
OR CAUSE TO BE DONE SUCH ACTS AND THINGS (INCLUDING
EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED)
SUCH DIRECTOR OF THE MANAGER OR THE TRUSTEE,
AS THE CASE MAY BE CONSIDER EXPEDIENT OR NECESSARY
OR IN THE INTEREST OF PROSPERITY REIT TO GIVE
EFFECT TO THE MATTERS RESOLVED IN THIS RESOLUTION
s.4 AMEND, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For For
CLAUSES 1.1, 1, 10.2.1 AND 10.5.1 OF THE TRUST
DEED; 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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 73 of 105
- --------------------------------------------------------------------------------
PROSPERITY REAL ESTATE INVESTMENT TRUST 0808.HK AGM MEETING DATE: 05/14/2008
ISSUER: Y7084Q109 ISIN: HK0808032913
SEDOL: B0PVBN7, B0WW4J0, B0V0LW7
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 469082 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.
* 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. THANK
YOU
1. TO NOTE THE AUDITED FINANCIAL STATEMENTS OF PROSPERITY Non-Voting *Management Position Unknown
REIT TOGETHER WITH THEAUDITORS REPORT FOR THE
YE 31 DEC 2007
2. TO NOTE THE APPOINTMENT THE AUDITORS OF PROSPERITY Non-Voting *Management Position Unknown
REIT AND THE FIXING OF THEIR REMUNERATION
- --------------------------------------------------------------------------------
SANOFI-AVENTIS, PARIS SNY AGM MEETING DATE: 05/14/2008
ISSUER: F5548N101 ISIN: FR0000120578
SEDOL: B01DR51, B114ZY6, 5671735, B0CRGJ9, B043B67, B19GKJ4, 5696589,
7166239
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 THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown
1. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 2007, AS PRESENTED,
CREATING A PROFIT OF EUR 3,545,802,559.18
2. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
TO THE MEETING
3. APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For
AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: EARNING FOR THE FY: EUR 3,545,802,559.18,
PRIOR RETAINED EARNINGS: EUR 4,558,248,159.23,
DISTRIBUTABLE INCOME: EUR 8,104,050,718.41, DIVIDENDS:
EUR 2,827,447,453.08, RETAINED EARNINGS EUR
5,276,603,265.33; RECEIVE THE NET DIVIDEND OF EUR 2.07 PER
SHARE, AND WILL ENTITLE TO THE 40 % DEDUCTIONS PROVIDED
BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE
PAID ON 21 MAY 2008, 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, IT IS REMINDED THAT, FOR
THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS FOLLOWS:
EUR 1.75 FOR FY 2006, EUR 1.52 FOR FY 2005, EUR
1.20 FOR FY 2004
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 74 of 105
4. APPOINT MR. M. UWE BICKER AS A DIRECTOR, TO REPLACE Management For For
MR. M. RENE BAR BIER DE LA SERRE, FOR THE REMAINDER
OF MR. M. RENE BARBIER DE LA SERRE S TERM OF
OFFICE, I.E. UNTIL; APPROVE THE FINANCIAL STATEMENTS
FOR THE FY 2011
8. APPROVE TO RENEW THE APPOINTMENT OF MR. M. ROBERT Management For For
CASTAIGNE AS A DIRECTOR FORA 2 YEAR PERIOD
5. APPOINT MR. M. GUNTER THIELEN AS A DIRECTOR, Management For For
TO REPLACE MR. M. JURGEN DORMANN,FOR THE REMINDER
OF MR. M. JURGEN DORMANN S TERM OF OFFICE, I.E.
AND APPROVE THE FINANCIAL STATEMENTS FOR THE
FY 2010
6. APPOINT MS. CLAUDIE HAIGNERE AS A DIRECTOR, TO Management For For
REPLACE MR. M. HUBERT MARKL, FOR THE REMAINDER
OF MR. M. HUBERT MARKL S TERM OF OFFICE, I.E
AND APPROVE THE FINANCIAL STATEMENTS FOR THE
FY 2011
7. APPOINT MR. M. PATRICK DE LACHEVARDIERE AS A Management For For
DIRECTOR, TO REPLACE MR. M. BRUNO WEYMULLER,
FOR THE REMAINDER OF MR.M. BRUNO WEYMULLER, TERM
OF OFFICE, I.E. AND APPROVE THE FINANCIAL STATEMENTS
FOR THE FY 2011
9. APPROVE TO RENEW THE APPOINTMENT OF MR. M. CHRISTIAN Management For For
MULLIEZ AS A DIRECTOR FOR A 2 YEAR PERIOD
10. APPROVE TO RENEW THE APPOINTMENT OF MR. JEAN Management For For
MARC BRUEL AS A DIRECTOR FOR A 2YEAR PERIOD
11. APPROVE TO RENEW THE APPOINTMENT OF MR. M. THIERRY Management For For
DESMAREST AS A DIRECTOR FOR A 3 YEAR PERIOD
12. APPROVE TO RENEW THE APPOINTMENT OF MR. M. JEAN Management For For
FRANCOIS DEHECQ AS A DIRECTORFOR A 3 YEAR PERIOD
13. APPROVE TO RENEW THE APPOINTMENT OF MR. M. IGOR Management For For
LANDAU AS A DIRECTOR FOR A 3 YEAR PERIOD
14. APPROVE TO RENEW THE APPOINTMENT OF MR. M. LINDSAY Management For For
OWEN JONES AS A DIRECTOR FOR A 4 YEAR PERIOD
15. APPROVE TO RENEW THE APPOINTMENT OF MR. M. JEAN Management For For
RENE FOURTOU AS A DIRECTOR FOR A 4 YEAR PERIOD
16. APPROVE TO RENEW THE APPOINTMENT OF MR. M. KLAUS Management For For
POHLE AS A DIRECTOR FOR A 4 YEAR PERIOD
17. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY ARTICLE L.225.38 AND FOLLOWING
ONES AND ARTICLE L.225.42.1 OF THE FRENCH COMMERCIAL
CODE, APPROVE THE AFOREMENTIONED REPORT AS REGARD
THE ALLOWANCE WHICH WOULD BE PAID TO MR. M. JEAN
FRANCOIS DEHECQ ON THE OCCASION OF THE CESSATION
OF HIS FUNCTIONS
18. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY ARTICLE L.225.38 ET SUIVANTS
ET L.225.42.1 OF THE FRENCH COMMERCIAL CODE,
APPROVE THE AFOREMENTIONED REPORT AS REGARD THE
ALLOWANCE WHICH WOULD BE PAID TO MR. M. GERARD
LE FUR ON OCCASION OF THE CESSATION OF HIS FUNCTION
19. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 75 of 105
BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 13,659,166,440.00;
AUTHORITY IS GIVEN FOR AN 18 MONTH PERIOD AND
THIS DELEGATION OF POWERS SUPERSEDES ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
20. GRANT FULL POWERS TO THE BEARER OF AN ORIGINAL, Management For For
A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING
T CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER
FORMALITIES PRESCRIBED BY-LAWS
- --------------------------------------------------------------------------------
TELE2 AB TEL2A.ST AGM MEETING DATE: 05/14/2008
ISSUER: W95878117 ISIN: SE0000314312
SEDOL: 5065060, 5316779, B085590, B11JQF9, B038B07, B094251
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown
OPTION IN SWEDEN. THANK YOU.
* 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
IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
1. ELECT MR. MARTIN BORRESEN, LAWYER, AS THE CHAIRMAN Management For For
OF THE MEETING
2. APPROVE THE VOTING LIST Management For For
3. APPROVE THE AGENDA Management For For
4. ELECT ONE OR TWO PERSONS TO CHECK AND VERIFY Management For For
THE MINUTES
5. APPROVE TO DETERMINE WHETHER THE MEETING HAD Management For For
BEEN DULY CONVENED
6. RECEIVE THE ANNUAL REPORT AND THE AUDITORS REPORT Management For For
AND THE CONSOLIDATED FINANCIAL STATEMENTS AND
THE AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS
7. ADOPT THE INCOME STATEMENTS AND BALANCE SHEET Management For For
AND THE CONSOLIDATED INCOME STATEMENT AND THE
CONSOLIDATED BALANCE SHEET
8. APPROVE AN ORDINARY DIVIDEND OF SEK 3.15 PER Management For For
SHARE AND AN EXTRA DIVIDEND OF SEK 4.70 PER SHARE,
IN TOTAL SEK 7.85 PER SHARE; THE RECORD DATE
IS TO BE 19 MAY 2008
9. GRANT DISCHARGE OF LIABILITY OF THE DIRECTORS Management For For
OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER
10. APPROVE THAT THE BOARD OF DIRECTORS SHALL CONSIST Management For For
OF 8 DIRECTORS WITHOUT ALTERNATE DIRECTORS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 76 of 105
11. APPROVE THAT THE REMUNERATION TO THE BOARD OF Management For For
DIRECTORS INCLUDING REMUNERATION FOR THE WORK
IN THE COMMITTEES OF THE BOARD OF DIRECTORS,
FOR THE PERIOD UNTIL THE CLOSE OF THE NEXT AGM,
BE A TOTAL OF SEK 4,975,000, OF WHICH SEK 1,200,000
SHALL BE ALLOCATED TO THE CHAIRMAN OF THE BOARD
AND SEK 450,000 TO EACH OF THE OTHER DIRECTORS;
FOR WORK WITHIN THE AUDIT COMMITTEE SEK 200,000
SHALL BE ALLOCATED TO THE CHAIRMAN AND SEK 100,000
TO EACH OF THE MEMBERS AND FOR WORK WITHIN THE
REMUNERATION COMMITTEE SEK 50,000 SHALL BE ALLOCATED
TO THE CHAIRMAN AND SEK 25,000 TO EACH OF THE
MEMBERS; AND THAT THE REMUNERATION TO THE AUDITOR
SHALL BE PAID IN ACCORDANCE WITH AN APPROVED
BILL WHICH SPECIFIES TIME, PERSONS WHO WORKED
AND TASKS PERFORMED
12. RE-ELECT MESSRS. MIA BRUNELL LIVFORS, VIGO CARLUND, Management For For
JOHN HEPBURN, MIKE PARTON, JOHN SHAKESHAFT, CRISTINA
STENBECK AND PELLE TORNBERG AS THE DIRECTORS
OF THE BOARD FOR THE PERIOD UNTIL THE CLOSE OF
THE NEXT AGM; APPOINT MR. VIGO CARLUND AS THE
CHAIRMAN OF THE BOARD OF DIRECTORS; AND APPROVE
THAT THE BOARD OF DIRECTORS, AT THE CONSTITUENT
BOARD MEETING, APPOINT A REMUNERATION COMMITTEE
AND AN AUDIT COMMITTEE WITHIN THE BOARD OF DIRECTORS
13. APPOINT DELOITTE AB AS THE AUDITOR WITH THE AUTHORIZED Management For For
PUBLIC ACCOUNTANT MR. JAN BERNTSSON AS THE MAIN
RESPONSIBLE AUDITOR, FOR A PERIOD OF 4 YEARS
14. APPROVE THE PROCEDURE OF THE NOMINATION COMMITTEE Management For For
16.a ADOPT A PERFORMANCE BASED INCENTIVE PROGRAMME Management For For
THE PLAN AS SPECIFIED
15. APPROVE THE SPECIFIED GUIDELINES FOR DETERMINING Management For For
REMUNERATION FOR THE SENIOR EXECUTIVES
16.b AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For
THE NEXT AGM, TO INCREASE THE COMPANY S SHARE
CAPITAL BY NOT MORE THAN SEK 1,062,500 BY THE
ISSUE OF NOT MORE THAN 850,000 CLASS C SHARES,
EACH WITH A RATIO VALUE OF SEK 1.25; WITH DISAPPLICATION
OF THE SHAREHOLDERS PREFERENTIAL RIGHTS, NORDEA
BANK AB PUBL SHALL BE ENTITLED TO SUBSCRIBE FOR
THE NEW CLASS C SHARES AT A SUBSCRIPTION PRICE
CORRESPONDING TO THE RATIO VALUE OF THE SHARES
16.c AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For
THE NEXT AGM, TO REPURCHASE ITS OWN CLASS C SHARES;
THE REPURCHASE MAY ONLY BE EFFECTED THROUGH A
PUBLIC OFFER DIRECTED TO ALL HOLDERS OF CLASS
C SHARES AND SHALL COMPRISE ALL OUTSTANDING CLASS
C SHARES; THE PURCHASE MAY BE EFFECTED AT A PURCHASE
PRICE CORRESPONDING TO NOT LESS THAN SEK 1.25
AND NOT MORE THAN SEK 1.35; PAYMENT FOR THE CLASS
C SHARES SHALL BE MADE IN CASH
16.d APPROVE THAT CLASS C SHARES THAT THE COMPANY Management For For
PURCHASES BY VIRTUE OF THE AUTHORIZATION TO REPURCHASE
ITS OWN SHARES IN ACCORDANCE WITH RESOLUTION
16.C, FOLLOWING RECLASSIFICATION INTO CLASS B
SHARES, MAY BE TRANSFERRED TO PARTICIPANTS IN
ACCORDANCE WITH THE TERMS OF THE PLAN
17. AUTHORIZE THE BOARD OF DIRECTORS TO PASS A RESOLUTION, Management For For
ON ONE OR MORE OCCASIONS, FOR THE PERIOD UP UNTIL
THE NEXT AGM, ON PURCHASING SO MANY CLASS A AND/OR
CLASS B SHARES THAT THE COMPANY S HOLDING DOES
NOT AT ANY TIME EXCEED 10 % OF THE TOTAL NUMBER
OF SHARES IN THE COMPANY.; THE PURCHASE OF SHARES
SHALL TAKE PLACE ON THE OMX NORDIC EXCHANGE STOCKHOLM
AND MAY ONLY OCCUR AT A PRICE WITHIN THE SHARE
PRICE INTERVAL REGISTERED AT THAT TIME, WHERE
SHARE PRICE INTERVAL MEANS THE DIFFERENCE BETWEEN
THE HIGHEST BUYING PRICE AND LOWEST SELLING PRICE;
AND TO PASS A RESOLUTION, ON ONE OR MORE OCCASIONS,
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 77 of 105
FOR THE PERIOD UP UNTIL THE NEXT AGM, ON TRANSFERRING
THE COMPANY S OWN CLASS A AND/OR CLASS B SHARES
ON THE OMX NORDIC EXCHANGE STOCKHOLM OR IN CONNECTION
WITH AN ACQUISITION OF COMPANIES OR BUSINESSES;
THE TRANSFER OF SHARES ON THE OMX NORDIC EXCHANGE
STOCKHOLM MAY ONLY OCCUR AT A PRICE WITHIN THE
SHARE PRICE INTERVAL REGISTERED AT THAT TIME;
THE AUTHORIZATION INCLUDES THE RIGHT TO RESOLVE
ON DISAPPLICATION OF THE PREFERENTIAL RIGHTS
OF SHAREHOLDERS AND THAT PAYMENT SHALL BE ABLE
TO BE MADE IN OTHER FORMS THAN CASH
18. CLOSING OF THE MEETING Management For For
- --------------------------------------------------------------------------------
CHRISTIAN DIOR SA, PARIS CDI.PA MIX MEETING DATE: 05/15/2008
ISSUER: F26334106 ISIN: FR0000130403
SEDOL: 4194545, B28FRS7, 4069030, 5690097, B02PS53, 4061393
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.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
TO THE MEETING
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS; APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 2007, AS PRESENTED;
GRANT 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 For For
AGREEMENTS GOVERNED BY ARTICLE L.225.38 AND L.225.42.1
LAST PARAGRAPH OF THE FRENCH COMMERCIAL CODE;
APPROVE THE AGREEMENTS ENTERED INTO OR WHICH
REMAINED IN FORCE DURING THE FY
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For
AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: INCOME FOR THE FY: EUR 337,626,271.75
PRIOR RETAINED EARNINGS: EUR 5,785,390.55, DISTRIBUTABLE
INCOME: EUR 343,411,662.30 DIVIDENDS: EUR 292,580,547.28
ASSIGNMENT IN ORDINARY RESERVES: EUR 28,758,380.33
RETAINED EARNINGS: EUR 22,072,734.69 BALANCE
AVAILABLE FOR DISTRIBUTION: EUR 343,411,662.30
AN INTERIM DIVIDEND OF EUR 0.44 PER SHARE HAVING
BEEN PAID ON 03 DEC 2007, THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 1.17 PER SHARE,
AND WILL ENTITLE TO THE 40 % DEDUCTION PROVIDED
BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE
PAID ON 23 MAY 2008; 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 ALLOCATE D TO THE RETAINED EARNINGS
ACCOUNT; AS REQUIRED BY LAW
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 78 of 105
O.5 APPROVE TO RENEW THE APPOINTMENT OF MR. BERNARD Management For For
ARNAULT AS A DIRECTOR FOR A 3YEAR PERIOD
O.8 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 147,715.00 Management For For
TO THE BOARD OF DIRECTORS
O.6 APPROVE TO RENEW THE APPOINTMENT OF MR. SYDNEY Management For For
TOLEDANO AS A DIRECTOR FOR A 3YEAR PERIOD
O.7 APPROVE TO RENEW THE APPOINTMENT OF MR. PIERRE Management For For
GODE AS A DIRECTOR FOR A 3 YEAR PERIOD
O.9 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management For For
THE COMPANY S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 130.00 MAXIMUM NUMBER OF SHARES TO
BE ACQUIRED: 10 % OF THE SHARE CAPITAL MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 2,400,000,000.00;
AUTHORIZATION IS GIVEN FOR AN 18 MONTH PERIOD;
AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 MAY
2007
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For For
SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND AT
ITS SOLE DISCRETION, BY CANCELING ALL OR PART
OF THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM
OF 10 % OF THE SHARE CAPITAL OVER A 24 MONTH
PERIOD; AUTHORIZATION IS GIVEN FOR AN 18 MONTH
PERIOD; AND TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 10 MAY
2007
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES
AND CORPORATE OFFICERS OF THE COMPANY WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORIZATION
IS GIVEN FOR A 38 MONTH PERIOD; AND FOR A NOMINAL
AMOUNT THAT SHALL NOT EXCEED 1% OF THE SHARE
CAPITAL THIS AMOUNT SHALL COUNT AGAINST THE OVERALL
VALUE SET FORTH IN RESOLUTION 12; APPROVE TO
DECIDES THE CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS IN FAVOUR OF BENEFICIARIES
OF ALLOTTED SHARES FREE OF CHARGE; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 12 MAY 2007
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES
AND CORPORATE OFFICERS OF THE COMPANY WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORIZATION
IS GIVEN FOR A 26 MONTH PERIOD; AND FOR A NOMINAL
AMOUNT THAT SHALL NOT EXCEED 3% OF THE SHARE
CAPITAL; THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION 11; AND
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES;
APPROVE TO DECIDES TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF
EMPLOYEES OF THE GROUP AND THE COMPANIES WHICH
ARE LINKED TO IT MEMBERS OF A CORPORATE SAVINGS
PLAN
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 79 of 105
- --------------------------------------------------------------------------------
LADBROKES PLC LAD.L AGM MEETING DATE: 05/16/2008
ISSUER: G5337D107 ISIN: GB00B0ZSH635
SEDOL: B0ZSH63, B1321T5, B100LK3
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. RECEIVE AND ADOPT THE REPORTS OF THE DIRECTORS Management For For
AND THE AUDITOR AND THE ACCOUNTS OF THE COMPANY
FOR THE YE 31 DEC 2007
2. DECLARE THE FINAL DIVIDEND OF 9.05P ON EACH OF Management For For
THE ORDINARY SHARES ENTITLED THERETO IN RESPECT
OF THE YE 31 DEC 2007
3. RE-APPOINT MR. C. BELL AS A DIRECTOR OF THE COMPANY, Management For For
WHO RETIRES BY ROTATION
4. RE-APPOINT MR. C.P. WICKS AS A DIRECTOR OF THE Management For For
COMPANY, WHO RETIRES BY ROTATION
5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR TO Management For For
THE COMPANY AND AUTHORIZE THE DIRECTORS TO AGREE
THE REMUNERATION OF THE AUDITOR
6. APPROVE THE 2007 DIRECTORS REMUNERATION REPORT Management For For
7. AUTHORIZE THE COMPANY AND ALL COMPANIES THAT Management For For
ARE SUBSIDIARIES OF THE COMPANY,FOR THE PURPOSE
OF SECTION 366 OF THE COMPANIES ACT 2006 AND
, TO MAKE DONATIONS TO POLITICAL PARTIES OR INDEPENDENT
ELECTION CANDIDATES NOT EXCEEDING GBP 50,000;
AND MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS
OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP
50,000; AND INCUR POLITICAL EXPENDITURE NOT EXCEEDING
GBP 50,000, PROVIDED THAT THE AGGREGATE AMOUNT
OF ANY SUCH DONATION AND EXPENDITURE SHALL NOT
EXCEED GBP 50,000; AUTHORITY EXPIRES AT THE DATE
OF THE AGM OF THE COMPANY HELD IN 2009
8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For For
ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF
SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT
RELEVANT SECURITIES WITH IN THE MEANING OF THAT
SECTION UP TO AN AGGREGATE NOMINAL AMOUNT OF
GBP 56,123,995; AUTHORITY EXPIRES EARLIER THE
DATE OF THE AGM OF THE COMPANY HELD IN 2009 OR
ON 30 JUN 2009; 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.9 AUTHORIZE THE DIRECTORS, TO ALLOT EQUITY SECURITIES Management For For
SECTION 94 OF THE COMPANIES ACT 1985 THE ACT
PURSUANT TO THE AUTHORITY FOR THE PURPOSES OF
SECTION 80 OF THE ACT CONFERRED BY THE ORDINARY
RESOLUTION PASSED AT THE 2008 AGM OF THE COMPANY
AND TO SELL EQUITY SECURITIES WHICH IMMEDIATELY
BEFORE THE SALE ARE HELD BY THE COMPANY AS TREASURY
SHARESSECTION 162A OF THE ACT IN EACH CASE, DISAPPLYING
THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1),
PROVIDED THAT THIS POWER IS LIMITED TO: A) UP
TO AN AGGREGATE NOMINAL AMOUNT GBP 8,662,866;
AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP
56,123,995; AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
TO BE HELD IN 2009 OR IF EARLIER, ON 30 JUN 2009;
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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 80 of 105
S.10 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For For
PURCHASES SECTION 163(3) OF THE COMPANIES ACT
1985 (THE ACT) OF UP TO 61,149,640 SHARES REPRESENTING
OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL
OF 28 1/3P EACH, AT A MINIMUM PRICE WHICH MAY
BE PAID FOR THE ORDINARY PER SHARE AND THE MAXIMUM
PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE
IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MARKET
VALUE OF SHARES AS DERIVED FROM THEMED-MARKET
PRICE OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY
EXPIRES AT EARLIER OF THE CONCLUSION OF THE AGM
OF THE COMPANY TO BE HELD 2009 OR IF EARLIER
ON 30 JUN 2009; THE COMPANY MAY MAKE A CONTRACT
TO PURCHASE SHARES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
11. APPROVE TO EXTEND THE TERM OF THE LADBROKES PLC Management For For
1978 SHARE OPTION SCHEME TO FURTHER 10 YEARS
UNTIL 2018 AND AUTHORIZE THE DIRECTORS OF THE
COMPANY TO DO ALL ACTS AND THINGS NECESSARY TO
PUT THE EXTENSION OF THE SCHEME INTO EFFECT
S.12 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For For
BY DELETING ARTICLES 121 DIRECTOR MAY HAVE INTEREST
AND 122 DISCLOSURE OF INTEREST TO BOARD AND SUBSTITUTING
FOR THOSE ARTICLES THE AS SPECIFIED
- --------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE TOT MIX MEETING DATE: 05/16/2008
ISSUER: F92124100 ISIN: FR0000120271
SEDOL: B15C557, B19GK61, 4617462, 5180628, 5638279, 5836976, B1YYWP3,
B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, B030QX1, B128WJ1,
B15C5P7
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.
O.1 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, AND THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 2007
O.2 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS AND THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY IN THE FORM PRESENTED
TO THE MEETING
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For
AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: EARNINGS FOR THE FY: EUR 5,778,925,418.44,
BALANCE AVAILABLE FOR DISTRIBUTION: EUR 8,275,800,768.51
DIVIDENDS: EUR 4,983,591,440.79 AS RETAINED EARNINGS:
EUR 3,292,209,327.72 AS REQUIRED BY LAW, IT IS
REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS
PAID, WERE AS FOLLOWS: EUR 4,426.30 FOR FY 2006,
EUR 3,930.90 FOR FY 2005, EUR 3,339.80 FOR FY
2004; THE INTERIM DIVIDEND OF EUR 1.00 WAS ALREADY
PAID ON 16 NOV 2007, THE REMAINING DIVIDEND OF
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 81 of 105
EUR 1.07 WILL BE PAID ON 23 MAY 2008, AND WILL
ENTITLE NATURAL PERSONS TO THE 50% 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 EARNINGS ACCOUNT
O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
OF THE FRENCH COMMERCIAL CODE; AND THE AGREEMENTS
ENTERED INTO OR WHICH REMAINED IN FORCE DURING
THE FY
O.5 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1
OF THE FRENCH COMMERCIAL CODE; AND THE COMMITMENTS
WHICH ARE AIMED AT IT CONCERNING MR. THIERRY
DESMAREST
O.11 APPOINT MS. PATRICIA BARBIZET AS A DIRECTOR FOR Management For For
A 3-YEAR PERIOD
O.6 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1
OF THE FRENCH COMMERCIAL CODE; AND THE COMMITMENTS
WHICH ARE AIMED AT IT CONCERNING MR. CHRISTOPHE
DE MARGERIE
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE:
EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 7,050,558,160.00;
AUTHORITY SHALL EXPIRE AFTER 18 MONTHS PERIOD;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORIZE SUPERSEDES
THE FRACTION UNUSED; AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 11 MAY 2007 IN ITS
RESOLUTION 5
O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. M. PAUL Management For For
DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR PERIOD
O.9 APPROVE TO RENEW THE APPOINTMENT OF MR. BERTRAND Management For For
JACQUILLAT AS A DIRECTOR FORA 3-YEAR PERIOD
O.10 APPROVE TO RENEW THE APPOINTMENT OF LORD PETER Management For For
LEVENE OF PORTSPOKEN AS A DIRECTOR FOR A 3-YEAR
PERIOD
O.12 APPOINT MR. M. CLAUDE MANDIL AS A DIRECTOR FOR Management For For
A 3-YEAR PERIOD
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF SHARES AND OR DEBT SECURITIES; TO INCREASE
THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 10,000,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY-LAW 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
SHALL EXPIRE AFTER 26 MONTHS; AND THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF ORDINARY SHARES OR DEBT SECURITIES; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 82 of 105
ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00;
AUTHORITY SHALL EXPIRE AFTER 26 MONTHS; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION 13; AND TO CHARGE THE
SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS
AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY
TO RAISE THE LEGAL RESERVE TO 1-10 OF THE NEW
CAPITAL AFTER EACH INCREASE
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL UP TO 10% OF THE SHARE CAPITAL,
BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY
AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL; AUTHORITY SHALL
EXPIRE AFTER 26 MONTHS; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
14; AND TO DECIDE TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS ITS
SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; AUTHORITY SHALL EXPIRE
AFTER 26 MONTHS; THE NOMINAL AMOUNT THAT SHALL
NOT EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS
IN FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL
INCREASE IS RESERVED; THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT
E.17 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For
FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES,
THEY MAY NOT REPRESENT MORE THAN 0.8% OF THE
SHARE CAPITAL; AUTHORITY SHALL EXPIRE AFTER 38
MONTHS; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THIS AUTHORIZE SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED
BY THE SHAREHOLDERS MEETING OF 17 MAY 2005 IN
ITS RESOLUTION NO.13
- --------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE TOT MIX MEETING DATE: 05/16/2008
ISSUER: F92124100 ISIN: FR0000120271
SEDOL: B15C557, B19GK61, 4617462, 5180628, 5638279, 5836976, B1YYWP3,
B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, B030QX1, B128WJ1,
B15C5P7
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 447484 DUE TO ADDITION OFRESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, AND APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 2007, AS PRESENTED
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 83 of 105
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For
AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: EARNINGS FOR THE FY: EUR 5,778,925,418.44,
BALANCE AVAILABLE FOR DISTRIBUTION: EUR 8,275,800,768.51
DIVIDENDS: EUR 4,983,591,440.79 AS RETAINED EARNINGS:
EUR 3,292,209,327.72 AS REQUIRED BY LAW, IT IS
REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS
PAID, WERE AS FOLLOWS: EUR 4,426.30 FOR FY 2006,
EUR 3,930.90 FOR FY 2005, EUR 3,339.80 FOR FY
2004; THE INTERIM DIVIDEND OF EUR 1.00 WAS ALREADY
PAID ON 16 NOV 2007, THE REMAINING DIVIDEND OF
EUR 1.07 WILL BE PAID ON 23 MAY 2008, AND WILL
ENTITLE NATURAL PERSONS TO THE 50% 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 EARNINGS ACCOUNT
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE 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 THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1
OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING
MR. THIERRY DESMAREST
O.11 APPOINT MS. PATRICIA BARBIZET AS A DIRECTOR FOR Management For For
A 3-YEAR PERIOD
O.6 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1
OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING
MR. CHRISTOPHE DE MARGERIE
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE:
EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 7,050,558,160.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS PERIOD;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORIZE SUPERSEDES
THE FRACTION UNUSED; AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 11 MAY 2007 IN ITS
RESOLUTION 5
O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. M. PAUL Management For For
DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR PERIOD
O.9 APPROVE TO RENEW THE APPOINTMENT OF MR. BERTRAND Management For For
JACQUILLAT AS A DIRECTOR FORA 3-YEAR PERIOD
O.10 APPROVE TO RENEW THE APPOINTMENT OF MR. LORD Management For For
PETER LEVENE OF PORTSPOKEN AS A DIRECTOR FOR
A 3-YEAR PERIOD
O.12 APPOINT MR. M. CLAUDE MANDIL AS A DIRECTOR FOR Management For For
A 3-YEAR PERIOD
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF SHARES AND OR DEBT SECURITIES; TO INCREASE
THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 10,000,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY-LAW 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 AT THE END OF 26 MONTHS; AND THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 84 of 105
B. AMEND THE ARTICLE 12 OF THE BYLAWS Management For For
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF ORDINARY SHARES OR DEBT SECURITIES; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE
ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION 13; AND TO CHARGE THE
SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS
AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY
TO RAISE THE LEGAL RESERVE TO 1-10 OF THE NEW
CAPITAL AFTER EACH INCREASE
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL UP TO 10% OF THE SHARE CAPITAL,
BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY
AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
14; AND TO DECIDE TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS ITS
SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS; THE NOMINAL AMOUNT THAT SHALL
NOT EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS
IN FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL
INCREASE IS RESERVED; THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT
E.17 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For
FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES,
THEY MAY NOT REPRESENT MORE THAN 0.8% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF
38 MONTHS; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZE
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY
2005 IN ITS RESOLUTION NO.13
A. APPROVE TO RENEW THE TERMS OF OFFICE OF MR. MANTOINE Management For For
JEANCOURT GALIGNANI AS ADIRECTOR
C. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For
FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES;
THEY MAY NOT REPRESENT MORE THAN 0.2% OF THE
SHARE CAPITAL AUTHORITY EXPIRES AT THE END OF
26 MONTH PERIOD; THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION 13;
TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF THE BENEFICIARIES OF THE
SHARES THAT ARE GRANTED; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 85 of 105
* 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
- --------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE TOT MIX MEETING DATE: 05/16/2008
ISSUER: F92124100 ISIN: FR0000120271
SEDOL: B15C557, B19GK61, 4617462, 5180628, 5638279, 5836976, B1YYWP3,
B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, B030QX1, B128WJ1,
B15C5P7
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 THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 447484 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS, AND APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE IN 2007, AS PRESENTED
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For
AND THE AUDITORS AND APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM
PRESENTED TO THE MEETING
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For
AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED
AS FOLLOWS: EARNINGS FOR THE FY: EUR 5,778,925,418.44,
BALANCE AVAILABLE FOR DISTRIBUTION: EUR 8,275,800,768.51
DIVIDENDS: EUR 4,983,591,440.79 AS RETAINED EARNINGS:
EUR 3,292,209,327.72 AS REQUIRED BY LAW, IT IS
REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS
PAID, WERE AS FOLLOWS: EUR 4,426.30 FOR FY 2006,
EUR 3,930.90 FOR FY 2005, EUR 3,339.80 FOR FY
2004; THE INTERIM DIVIDEND OF EUR 1.00 WAS ALREADY
PAID ON 16 NOV 2007, THE REMAINING DIVIDEND OF
EUR 1.07 WILL BE PAID ON 23 MAY 2008, AND WILL
ENTITLE NATURAL PERSONS TO THE 50% 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 EARNINGS ACCOUNT
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 86 of 105
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
AGREEMENTS ENTERED INTO OR WHICH REMAINED IN
FORCE DURING THE FY
O.11 APPOINT MS. PATRICIA BARBIZET AS A DIRECTOR FOR Management For For
A 3-YEAR PERIOD
O.5 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1
OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING
MR. THIERRY DESMAREST
O.6 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For
AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1
OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING
MR. CHRISTOPHE DE MARGERIE
O.7 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For
THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT
TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE:
EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED
IN THE SHARE BUYBACKS: EUR 7,050,558,160.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS PERIOD;
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; AUTHORIZE SUPERSEDES
THE FRACTION UNUSED; AUTHORIZATION GRANTED BY
THE SHAREHOLDERS MEETING OF 11 MAY 2007 IN ITS
RESOLUTION 5
O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. M. PAUL Management For For
DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR PERIOD
O.9 APPROVE TO RENEW THE APPOINTMENT OF MR. BERTRAND Management For For
JACQUILLAT AS A DIRECTOR FOR A 3-YEAR PERIOD
O.10 APPROVE TO RENEW THE APPOINTMENT OF MR. LORD Management For For
PETER LEVENE OF PORTSPOKEN AS A DIRECTOR FOR
A 3-YEAR PERIOD
O.12 APPOINT MR. M. CLAUDE MANDIL AS A DIRECTOR FOR Management For For
A 3-YEAR PERIOD
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF SHARES AND OR DEBT SECURITIES; TO INCREASE
THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND
AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 10,000,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED
THAT SUCH CAPITALIZATION IS ALLOWED BY-LAW 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 AT THE END OF 26 MONTHS; AND THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
E.14 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For
POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE
OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF ORDINARY SHARES OR DEBT SECURITIES; THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE
ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THIS
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION 13; AND TO CHARGE THE
SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS
AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY
TO RAISE THE LEGAL RESERVE TO 1-10 OF THE NEW
CAPITAL AFTER EACH INCREASE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 87 of 105
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL UP TO 10% OF THE SHARE CAPITAL,
BY WAY OF ISSUING SHARES OR SECURITIES GIVING
ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY
AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS; THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
14; AND TO DECIDE TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS; AND TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For
THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS ITS
SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT THE
END OF 26 MONTHS; THE NOMINAL AMOUNT THAT SHALL
NOT EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS
IN FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL
INCREASE IS RESERVED; THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO
THE SAME EFFECT
E.17 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For
FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES,
THEY MAY NOT REPRESENT MORE THAN 0.8% OF THE
SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF
38 MONTHS; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZE
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY
2005 IN ITS RESOLUTION NO.13
A. PLEASE NOTE THAT THIS A SHAREHOLDERS PROPOSAL: Shareholder Against For
APPROVE TO REMOVE THE TERMS OF OFFICE OF MR.
MANTOINE JEANCOURT GALIGNANI AS A DIRECTOR
B. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against For
AMEND THE ARTICLE 12 OF THE BYLAWS
C. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against For
AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR
FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE
SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES;
THEY MAY NOT REPRESENT MORE THAN 0.2% OF THE
SHARE CAPITAL AUTHORITY EXPIRES AT THE END OF
26 MONTH PERIOD; THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION 13;
TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF THE BENEFICIARIES OF THE
SHARES THAT ARE GRANTED; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 88 of 105
- --------------------------------------------------------------------------------
ALLIANZ SE, MUENCHEN AZ AGM MEETING DATE: 05/21/2008
ISSUER: D03080112 ISIN: DE0008404005
SEDOL: 5242487, 5766749, B030T87, B1FVBS9, 0048646, 7158333, 0018490,
5231485, 5479531
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* 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.
* AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting *Management Position Unknown
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE A
CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY.
SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE SO THAT WE MAY
LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO
NOT HAVE A CONTROLLING OR PERSONAL INTEREST,
SUBMIT YOUR VOTE AS NORMAL. THANK YOU
* 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
FOR YOUR ACCOUNTS.
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Non-Voting *Management Position Unknown
ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT, AND THE REPORT
OF THE BOARD OF MANAGING DIRECTORS PURSUANT TO
SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL
CODE
2. RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE Management For For
PROFIT OF EUR 2,475,825,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 5.50 PER NO-PAR SHARE EX-DIVIDEND
AND PAYABLE DATE: 22 MAY 2008
3. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For For
DIRECTORS
4. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For For
5. AUTHORIZATION TO ACQUIRE OWN SHARES FOR PURPOSES Management For For
OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST
SHALL BE AUTHORIZED TO ACQUIRE AND SELL SHARES
OF THE COMPANY, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE ON OR BEFORE 20
NOV 2009, THE TRADING PORTFOLIO OF SHARES TO
BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED
5% OF THE COMPANY S SHARE CAPITAL AT THE END
OF ANY DAY
6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR PURPOSES Management For For
OTHER THAN SECURITIES TRADING THE COMPANY SHALL
BE AUTHORIZED TO ACQUIRE OWN SHARES OF UP TO
10% OF ITS SHARE CAPITAL AT A PRICE DIFFERING
NEITHER MORE THAN 10% FROM THE MARKET PRICE OF
THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK
EXCHANGE NOR MORE THAN 20% IF THEY ARE ACQUIRED
BY WAY OF ARE PURCHASE OFFER, ON OR BEFORE 20
NOV 2009 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
IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE TO USE THE SHARES FOR
ACQUISITION PURPOSES TO FLOAT THE SHARES ON FOREIGN
STOCK EXCHANGES, TO USE THE SHARES FOR THE FULFILLMENT
OF CONVERSION OR OPTION RIGHTS TO USE UP TO 124,187
OWN SHARES WITHIN THE SCOPE OF THE COMPANY S
STOCK OPTION PLAN, TO OFFER UP TO 5,000,000 SHARES
TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES,
AND TO RETIRE THE SHARES
7. AUTHORIZATION TO USE DERIVATIVES FOR THE ACQUISITION Management For For
OF OWN SHARES THE COMPANY SHALL ALSO BE AUTHORIZED
TO USE PUT AND CALL OPTIONS FOR THE ACQUISITION
OF OWN SHARES OF UP TO 5% OF THE COMPANY S SHARE
CAPITAL, AT A PRICES NOT DEVIATING MORE THAN
10 FROM THE MARKET PRICE OF THE SHARES
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 89 of 105
8. AMENDMENT TO THE ARTICLE OF ASSOCIATION IN RESPECT Management For For
OF MEMBERS OF THE NOMINATION COMMITTEE SHALL
NOT RECEIVE AN ADDITIONAL REMUNERATION
9. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For For
WITH THE COMPANY S WHOLLY OWNED SUBSIDIARY ALLIANZ
INVESTMENT MANAGEMENT SE, EFFECTIVE RETROACTIVELY
FROM 01 JUL 2007 UNTIL AT LEAST 30 JUN 2012
10. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For For
WITH THE COMPANY S WHOLLY OWNED SUBSIDIARY ALLIANZ
ARGOS 14 GMBH, EFFECTIVE RETROACTIVELY FROM 01
NOV 2007 UNTIL AT LEAST 31 OCT 2012
- --------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC GSK AGM MEETING DATE: 05/21/2008
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 For
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2007
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For For
DEC 2007
3. ELECT MR. ANDREW WITTY AS A DIRECTOR Management For For
4. ELECT MR. CHRISTOPHER VIEHBACHER AS A DIRECTOR Management For For
5. ELECT PROFESSOR SIR ROY ANDERSON AS A DIRECTOR Management For For
6. RE-ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Management For For
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For For
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR Management For For
9. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT Management For For
PRICEWATERHOUSECOOPERS LLP AS THEAUDITORS TO THE COMPANY TO
HOLD OFFICE FROM THE END OF THE NEXT MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For For
REMUNERATION OF THE AUDITORS
11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For For
366 OF THE COMPANIES ACT 2006 THE 2006 ACT, TO
MAKE DONATIONS TO POLITICAL ORGANIZATIONS AS
DEFINED IN SECTION 363 OF THE 2006 ACT, NOT EXCEEDING
GBP 50,000 IN TOTAL AND POLITICAL EXPENDITURE,
AS DEFINED IN SECTION 365 OF THE 2006 ACT UP
TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM IN 2009 OR 20 NOV 2009
12. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For For
ALL SUBSTITUTING AUTHORITIES, TOEXERCISE ALL
POWERS OF THE COMPANY TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE ACT UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 456,791,387; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE COMPANY
S AGM TO BE HELD IN 2009 OR 20 NOV 2009; 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 For
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),
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 90 of 105
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 68,525,560;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY TO BE HELD IN
2009 OR ON 20 NOV 2009; 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 For
166 OF THE 1985 ACT, TO MAKE MARKET PURCHASES
SECTION 163 OF THE 1985 ACT OF UP TO 584,204,484
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
2009 OR ON 20 NOV 2009; 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 ADOPT THE ARTICLES OF THE ASSOCIATION OF THE Management For For
COMPANY IN SUBSTITUTION FOR, ANDTO THE EXCLUSION
OF, ALL EXISTING ARTICLES OF ASSOCIATION OF THE
COMPANY
- --------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG UHR AGM MEETING DATE: 05/21/2008
ISSUER: H83949133 ISIN: CH0012255144 BLOCKING
SEDOL: B06MKF4, 7184736, B00SKY7, B11FKQ6
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.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown
OF ACTUAL 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 91 of 105
- --------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG UHR OGM MEETING DATE: 05/21/2008
ISSUER: H83949133 ISIN: CH0012255144 BLOCKING
SEDOL: B06MKF4, 7184736, B00SKY7, B11FKQ6
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 MEETING438794, 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.
1.1 RECEIVE THE 2007 ANNUAL REPORT OF THE BOARD OF Management Take No Action
DIRECTORS
1.2 RECEIVE THE 2007 FINANCIAL STATEMENTS BALANCE Management Take No Action
SHEET, INCOME STATEMENT AND NOTES AND 2007CONSOLIDATED
FINANCIAL STATEMENTS
1.3 RECEIVE THE STATUTORY AUDITORS REPORT Management Take No Action
1.4 APPROVE THE REPORTS AND THE FINANCIAL STATEMENTS Management Take No Action
2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management Take No Action
3. APPROVE THE APPROPRIATION OF THE NET INCOME Management Take No Action
4. APPROVE THE NOMINATION OF THE STATUTORY AUDITORS Management Take No Action
5. APPROVE TO REDUCE THE SHARE CAPITAL ADAPTATION Management Take No Action
OF ARTICLE 4 OF THE STATUTES
- --------------------------------------------------------------------------------
CERMAQ ASA CEQ.OL OGM MEETING DATE: 05/22/2008
ISSUER: R1536Z104 ISIN: NO0010003882
SEDOL: B0N3Y14, B28FQN5, B0LX580, B0R8B58
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
IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
1. OPENING OF THE MEETING BY THE CHAIRMAN OF THE Management For For
BOARD, REGISTRATION OF THE ATTENDING SHAREHOLDERS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 92 of 105
2. ELECT 1 PERSON TO SIGN THE MINUTES TOGETHER WITH Management For For
THE CHAIRMAN OF THE MEETING
3. APPROVE THE NOTICE OF THE MEETING AND THE PROPOSED Management For For
AGENDA
4. APPROVE THE ANNUAL ACCOUNTS AND THE BOARD S ANNUAL Management For For
REPORT FOR 2007, HEREUNDERTHE GROUP ACCOUNTS,
GROUP CONTRIBUTION AND ALLOCATION OF THE ANNUAL
RESULT
5. APPROVE THE BOARD S STATEMENT AS TO SALARIES Management For For
AND OTHER REMUNERATION OF THE SENIOR MANAGEMENT
6. APPROVE THE POWER OF ATTORNEY TO ACQUIRE OWN SHARES Management For For
7. APPROVE THE AUDITOR S REMUNERATION Management For For
8. APPROVE THE REMUNERATION TO THE DIRECTORS OF Management For For
THE BOARD AND THE MEMBERS OF THEELECTION COMMITTEE
9. ELECT A NEW DIRECTOR OF THE BOARD Management For For
10. ELECT THE NEW MEMBERS TO THE ELECTION COMMITTEE Management For For
11. APPROVE THE PROPOSALS RECEIVED Management For For
- --------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD, CENTRAL DISTRICT
0001.HK AGM MEETING DATE: 05/22/2008
ISSUER: Y13213106 ISIN: HK0001000014
SEDOL: 6190273, B16PML0, B01XX20, 5633100, 6191458
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 CONSERVATIVE 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.
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS, THE Management For For
REPORT OF THE DIRECTORS AND THE INDEPENDENT AUDITOR
S REPORT FOR THE YE 31 DEC 2007
2. DECLARE A FINAL DIVIDEND Management For For
3.1 ELECT MR. LI KA-SHING AS A DIRECTOR Management For For
3.2 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For For
3.3 ELECT MR. CHUNG SUN KEUNG, DAVY AS A DIRECTOR Management For For
3.4 ELECT MS. PAU YEE WAN, EZRA AS A DIRECTOR Management For For
3.5 ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For For
3.6 ELECT MR. SIMON MURRAY AS A DIRECTOR Management For For
3.7 ELECT MR. CHEONG YING CHEW, HENRY AS A DIRECTOR Management For For
4. APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS THE Management For For
AUDITOR AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION
5.1 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For For
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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 93 of 105
5.2 AUTHORIZE THE DIRECTORS DURING THE RELEVANT PERIOD Management For For
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,
BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY
APPROVED, 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; AND AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY; THE EXPIRATION OF THE
PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY
IS REQUIRED BY LAW TO BE HELD
5.3 APPROVE THAT THE GENERAL MANDATE GRANTED TO THE Management For For
DIRECTORS TO ISSUE AND DISPOSE OF ADDITIONAL
SHARES PURSUANT TO RESOLUTION 5.1 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, 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
- --------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, WINDSOR
IHG AGM MEETING DATE: 05/30/2008
ISSUER: G4804L122 ISIN: GB00B1WQCS47
SEDOL: B1WQCS4, B1Y93Z5, B1XJ2Q0
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1. APPROVE THE RECEIPT OF FINANCIAL STATEMENTS Management For For
2. APPROVE THE REMUNERATION REPORT Management For For
3. DECLARE THE FINAL DIVIDEND Management For For
4.A RE-ELECT MR. ANDREW COSSLETT Management For For
4.B RE-ELECT MR. DAVID KAPLER Management For For
4.C RE-ELECT MR. RALPH KUGLER Management For For
4.D RE-ELECT MR. ROBERT C. LARSON Management For For
4.E ELECT MS. YING YEH Management For For
5. RE-APPOINT THE AUDITORS Management For For
6. GRANT AUTHORITY TO SET THE AUDITORS REMUNERATION Management For For
7. APPROVE THE POLITICAL DONATIONS Management For For
8. APPROVE THE ALLOTMENT OF SHARES Management For For
S.9 APPROVE TO DISAPPLY THE PRE-EMPTION RIGHTS Management For For
S.10 GRANT AUTHORITY TO PURCHASE OWN SHARES Management For For
S.11 APPROVE THE ARTICLES OF ASSOCIATION AND THE COMPANIES Management For For
ACT 2006
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 94 of 105
- --------------------------------------------------------------------------------
FINMECCANICA SPA, ROMA FNC.MI OGM MEETING DATE: 06/05/2008
ISSUER: T4502J151 ISIN: IT0003856405 BLOCKING
SEDOL: B0DKSG8, B0ZSHV8, B0DJNG0, B0DSFM7
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT IN THE EVENT MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
06 JUNE 2008 AT 11:00 AM.
1. ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED Management Take No Action
31 DECEMBER 2007; REPORTS OF THE BOARD OF DIRECTORS,
BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS;
RELATED RESOLUTIONS.
2. DESIGNATION OF THE NUMBER OF MEMBERS OF THE BOARD Management Take No Action
OF DIRECTORS.
3. DESIGNATION OF THE TERM OF OFFICE OF THE BOARD Management Take No Action
OF DIRECTORS.
* PLEASE NOTE THAT THIS MEETING HAS BEEN SET UP Non-Voting *Management Position Unknown
WITH SPIN CONTROL AND YOU MAY ONLY VOTE FOR ONE
OUT OF THE TWO DIRECTOR SLATES PRESENTED IN RESOLUTIONS
4.1 AND 4.2
4.1 LIST PRESENTED BY MEDIOBANCA, REPRESENTING 1.002% Shareholder Take No Action
OF FINMECCANICA STOCK CAPITAL WITH VOTING RIGHT:
1 PIERGIORGIO ALBERTI; 2 RICHARD GRECO; 3 MAURIZIO
DE TILLA; 4 ANDREA BOLTHO.
4.2 LIST PRESENTED BY MINISTRY OF ECONOMY AND TREASURY Shareholder Take No Action
HOLDING 33.7% OF FINMECCANICA STOCK CAPITAL
WITH VOTING RIGHT: 1.MR. PIER FRANCESCO GUARGUAGLINI
(CHAIRMAN); 2. MR. FRANCO BONFERRONI; 3. MR.
DARIO GALLI; 4. MR. FRANCESCO PARLATO; 5. MR.
NICOLA SQUILLACE; 6. MR. RICCARDO VARALDO; 7.
MR. GUIDO VENTURONI.
5. APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS. Management Take No Action
6. INDICATION OF THE EMOLUMENTS OF THE BOARD OF DIRECTORS. Management Take No Action
- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 06/09/2008
ISSUER: 71654V408 ISIN:
SEDOL:
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
01 TO APPROVE THE DISPOSAL OF THE CONTROL OF THE Management For For
SUBSIDIARY OF PETROBRAS, DAPEAN PARTICIPACOES
S.A., BY MEANS OF THE MERGER INTO THIS COMPANY
OF FASCIATUS PARTICIPACOES S.A., A TRANSACTION
INSERTED IN THE SPHERE OF THE INVESTMENT AGREEMENT
ENTERED INTO AMONG PETROBRAS, PETROBRAS QUIMICA
S.A. - PETROQUISA AND UNIPAR-UNIAO DE INDUSTRIAS
PETROQUIMICAS S.A., FOR THE CREATION OF A PETROCHEMICAL
COMPANY, ACCORDING TO A MATERIAL FACT OF NOVEMBER
30, 2007.
- --------------------------------------------------------------------------------
ARIAKE JAPAN CO.,LTD. 2815 AGM MEETING DATE: 06/19/2008
ISSUER: J01964105 ISIN: JP3125800007
SEDOL: 6049632
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For For
2.1 APPOINT ACCOUNTING AUDITORS Management For For
2.2 APPOINT ACCOUNTING AUDITORS Management For For
3 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For
DIRECTORS AND CORPORATEAUDITORS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 95 of 105
- --------------------------------------------------------------------------------
KEYENCE CORPORATION KEE.F AGM MEETING DATE: 06/19/2008
ISSUER: J32491102 ISIN: JP3236200006
SEDOL: B02HPZ8, 6490995, 5998735
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
3.1 APPOINT A CORPORATE AUDITOR Management For For
3.2 APPOINT A CORPORATE AUDITOR Management For For
4 APPOINT A SUBSTITUTE CORPORATE AUDITOR Management For For
5 APPROVE PAYMENT OF ACCRUED BENEFITS ASSOCIATED Management For For
WITH ABOLITION OF RETIREMENTBENEFIT SYSTEM FOR
CURRENT CORPORATE OFFICERS
6 AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For For
OFFICERS
- --------------------------------------------------------------------------------
SQUARE ENIX CO.,LTD. EI4.BE AGM MEETING DATE: 06/21/2008
ISSUER: J7659R109 ISIN: JP3164630000
SEDOL: B01ZWM9, 5798418, B0221S8, 6309262
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown
1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
3. APPROVAL OF THE PLAN FOR AN INCORPORATION-TYPE Other For For
COMPANY SPLIT
4. AMEND THE ARTICLES OF INCORPORATION Management For For
5. APPROVAL OF PARTIAL AMENDMENTS TO THE EXERCISE Management For For
CONDITIONS OF THE STOCK OPTIONS
6. DETERMINATION OF CONTENTS AND AMOUNT OF NON-MONETARY Management For For
REMUNERATIONS OF DIRECTORS AS STOCK-COMPENSATION-TYPE
OPTIONS
7. APPROVE PAYMENT OF ACCRUED BENEFITS ASSOCIATED Management For For
WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM FOR
CURRENT CORPORATE OFFICERS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 96 of 105
- --------------------------------------------------------------------------------
COCA-COLA HELLENIC BOTTLING CO S A CCHBF.PK AGM MEETING DATE: 06/23/2008
ISSUER: X1435J105 ISIN: GRS104111000 BLOCKING
SEDOL: 0964850, 5890433, B0338M3, 4420723
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
1. RECEIVE THE MANAGEMENT REPORT BY THE BOARD OF Management Take No Action
DIRECTOR AND OF THE AUDIT CERTIFICATE BY THE
COMPANY S CHARTERED AUDITOR ACCOUNTANT ON THE
COMPANY S FINANCIALS STATEMENTS AND ACTIVITIES
FOR THE FY WHICH ENDED 31 DEC 2007
2. APPROVE THE COMPANY S ANNUAL FINANCIAL STATEMENTS Management Take No Action
FOR THE FY WHICH ON 31 DEC 2007 AND THE CONSOLIDATED
FINANCIAL STATEMENTS
3. APPROVE TO RELEASE THE MEMBERS OF THE BOARD OF Management Take No Action
DIRECTORS AND THE AUDITORS OF THE COMPANY FROM
ANY LIABILITY FOR THEIR ACTIVITY DURING THE FY
THAT ENDED ON 31 DEC 2007
4. APPROVE THE SALARIES OF THE MEMBERS OF THE BOARD Management Take No Action
OF DIRECTOR FOR THEIR PARTICIPATION IN THE MEETINGS
OF THE BOARD OF DIRECTOR AND THEIR SERVICES TO
THE COMPANY FOR THE FY 2007 AND PRE APPROVAL
OF THE SALARIES FOR THE FY 2008
5. ELECT THE AUDITORS FOR THE FY 2008 AND APPROVE Management Take No Action
TO DETERMINE THEIR SALARIES
6. APPROVE THE DISTRIBUTION OF PROFITS FOR THE FY Management Take No Action
2007
7. ELECT OF NEW MEMBERS OF THE BOARD OF DIRECTOR, Management Take No Action
SUBSTITUTING MEMBERS THAT HAVERESIGNED
8. AMEND THE ARTICLE 1 PARAGRAPH 2 OF THE ARTICLES Management Take No Action
OF ASSOCIATION ABOUT THE DISTINCTIVE TITLE OF
THE COMPANY FOR ITS BUSINESS RELATIONS ABROAD
9. APPROVE THE CONVERSION OF THE COMPANY SHARES Management Take No Action
INTO REGISTERED SHARES AND RESPECTIVE AND AMEND
ARTICLE 4 PARAGRAPH 2 OF THE ARTICLES OF ASSOCIATION
10. AMEND THE RELEVANT PROVISIONS FOR THE ISSUANCE Management Take No Action
OF BOND LOANS OF ARTICLES 11, 15 AND 19 OF THE
ARTICLES OF ASSOCIATION ABOUT THE RESPONSIBILITIES
OF THE BOARD OF DIRECTOR AND OF THE GENERAL MEETING
AND THE GENERAL MEETING QUORUM RESPECTIVELY
11. AMEND THE ARTICLE 20 PARAGRAPH 3 OF THE ARTICLES Management Take No Action
OF ASSOCIATION ABOUT THE MINORITY AT THE GENERAL
MEETING
12. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management Take No Action
WITH THE PURPOSE TO ADJUST IT WITH THE PROVISIONS
OF THE LAW 3604/2007, ACCORDING TO WHICH LAW
2190/1920 WAS CREATED, AMEND THE ARTICLES 3,
7, 9, 10, 12, 13, 14, 17, 19, 22, 23,
24, 25,
26, 28 AND 29 COMPLETION, ABOLITION, AND RE-NUMBERING
OF THE PROVISIONS AND ARTICLES AND FORMATION
OF THE ARTICLES OF ASSOCIATION IN A UNIFIED TEXT
13. AMEND THE TERMS OF THE COMPANY STOCK OPTION PLAN Management Take No Action
ACCORDING TO ARTICLE 13 PARAGRAPH 13 OF THE LAW
2190/1920
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 97 of 105
- --------------------------------------------------------------------------------
JAPAN TOBACCO INC. JAT AGM MEETING DATE: 06/24/2008
ISSUER: J27869106 ISIN: JP3726800000
SEDOL: B02H525, 5754357, B170KG5, 6474535
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown
1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
2.6 APPOINT A DIRECTOR Management For For
2.7 APPOINT A DIRECTOR Management For For
2.8 APPOINT A DIRECTOR Management For For
2.9 APPOINT A DIRECTOR Management For For
2.10 APPOINT A DIRECTOR Management For For
2.11 APPOINT A DIRECTOR Management For For
3. APPOINT A CORPORATE AUDITOR Management For For
- --------------------------------------------------------------------------------
YAHOO JAPAN CORPORATION YOJ.DE AGM MEETING DATE: 06/24/2008
ISSUER: J95402103 ISIN: JP3933800009
SEDOL: B0506Z1, 5808942, B1CGSF3, 6084848
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown
1. AMEND THE ARTICLES OF INCORPORATION Management For For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
3.1 APPOINT A CORPORATE AUDITOR Management For For
3.2 APPOINT A CORPORATE AUDITOR Management For For
- --------------------------------------------------------------------------------
SECOM CO.,LTD. XSC.BE AGM MEETING DATE: 06/26/2008
ISSUER: J69972107 ISIN: JP3421800008
SEDOL: B018RR8, 5798504, B1CDZW0, 6791591
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For For
2 AMEND ARTICLES TO: EXPAND BUSINESS LINES Management For For
3.1 APPOINT A DIRECTOR Management For For
3.2 APPOINT A DIRECTOR Management For For
3.3 APPOINT A DIRECTOR Management For For
3.4 APPOINT A DIRECTOR Management For For
3.5 APPOINT A DIRECTOR Management For For
3.6 APPOINT A DIRECTOR Management For For
3.7 APPOINT A DIRECTOR Management For For
3.8 APPOINT A DIRECTOR Management For For
3.9 APPOINT A DIRECTOR Management For For
3.10 APPOINT A DIRECTOR Management For For
3.11 APPOINT A DIRECTOR Management For For
4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For
DIRECTORS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 98 of 105
- --------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL COMPANY LIMITED TKD AGM MEETING DATE: 06/26/2008
ISSUER: J8129E108 ISIN: JP3463000004
SEDOL: B03FZP1, 5296752, B01DRX9, B17MW65, 6870445
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown
1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
2.6 APPOINT A DIRECTOR Management For For
2.7 APPOINT A DIRECTOR Management For For
3.1 APPOINT A CORPORATE AUDITOR Management For For
3.2 APPOINT A CORPORATE AUDITOR Management For For
4. APPROVE PAYMENT OF BONUSES TO CORPORATE OFFICERS Management For For
5. APPROVE RETIREMENT ALLOWANCE FOR RETIRING CORPORATE Management For For
OFFICERS, AND PAYMENT OF ACCRUED BENEFITS ASSOCIATED
WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM FOR
CURRENT CORPORATE OFFICERS
6. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For For
AUDITORS
7. APPROVE DETAILS OF COMPENSATION AS STOCK OPTIONS Management For For
FOR DIRECTORS
- --------------------------------------------------------------------------------
AJINOMOTO CO.,INC. AJI AGM MEETING DATE: 06/27/2008
ISSUER: J00882126 ISIN: JP3119600009
SEDOL: B03NQ52, 5573392, 6010906
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown
1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For
2. APPOINT A DIRECTOR Management For For
3.1 APPOINT A CORPORATE AUDITOR Management For For
3.2 APPOINT A CORPORATE AUDITOR Management For For
3.3 APPOINT A CORPORATE AUDITOR Management For For
3.4 APPOINT A CORPORATE AUDITOR Management For For
3.5 APPOINT A CORPORATE AUDITOR Management For For
- --------------------------------------------------------------------------------
FANUC LTD. FUC.F AGM MEETING DATE: 06/27/2008
ISSUER: J13440102 ISIN: JP3802400006
SEDOL: B022218, 5477557, B16TB93, 6356934
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown
1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 99 of 105
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
2.6 APPOINT A DIRECTOR Management For For
2.7 APPOINT A DIRECTOR Management For For
2.8 APPOINT A DIRECTOR Management For For
2.9 APPOINT A DIRECTOR Management For For
2.10 APPOINT A DIRECTOR Management For For
2.11 APPOINT A DIRECTOR Management For For
2.12 APPOINT A DIRECTOR Management For For
2.13 APPOINT A DIRECTOR Management For For
2.14 APPOINT A DIRECTOR Management For For
3. APPOINT A CORPORATE AUDITOR Management For For
- --------------------------------------------------------------------------------
SMC CORPORATION QMC.F AGM MEETING DATE: 06/27/2008
ISSUER: J75734103 ISIN: JP3162600005
SEDOL: 4198008, B1CDCF2, 6763965
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
- -------- ------------------------------------------------------------ -------------- -------------- ----------------------------
* PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown
1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For
2.1 APPOINT A DIRECTOR Management For For
2.2 APPOINT A DIRECTOR Management For For
2.3 APPOINT A DIRECTOR Management For For
2.4 APPOINT A DIRECTOR Management For For
2.5 APPOINT A DIRECTOR Management For For
2.6 APPOINT A DIRECTOR Management For For
2.7 APPOINT A DIRECTOR Management For For
2.8 APPOINT A DIRECTOR Management For For
2.9 APPOINT A DIRECTOR Management For For
2.10 APPOINT A DIRECTOR Management For For
2.11 APPOINT A DIRECTOR Management For For
2.12 APPOINT A DIRECTOR Management For For
2.13 APPOINT A DIRECTOR Management For For
2.14 APPOINT A DIRECTOR Management For For
2.15 APPOINT A DIRECTOR Management For For
2.16 APPOINT A DIRECTOR Management For For
2.17 APPOINT A DIRECTOR Management For For
2.18 APPOINT A DIRECTOR Management For For
2.19 APPOINT A DIRECTOR Management For For
2.20 APPOINT A DIRECTOR Management For For
3.1 APPOINT A CORPORATE AUDITOR Management For For
3.2 APPOINT A CORPORATE AUDITOR Management For For
4. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For
RETIRING CORPORATE OFFICERS
- --------------------------------------------------------------------------------
TESCO PLC, CHESHUNT TSCO.L AGM MEETING DATE: 06/27/2008
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: 0884709, 5474860, B02S3J1, 5469491
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 For
AND THE AUDITORS FOR THE FYE 23 FEB 2008
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For
THE FYE 23 FEB 2008
3. DECLARE A FINAL DIVIDEND OF 7.7 PENCE PER SHARE Management For For
RECOMMENDED BY THE DIRECTORS
4. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For For
5. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For For
6. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR Management For For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 100 of 105
7. RE-ELECT MS. KAREN COOK AS A DIRECTOR Management For For
8. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR Management For For
9. RE-ELECT MR. TIM MASON AS A DIRECTOR Management For For
10. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For For
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
11. APPROVE TO DETERMINE THE REMUNERATION OF Management For For
PRICEWATERHOUSECOOPERS LLP BY THE DIRECTORS
12. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ACCORDANCE Management For For
WITH SECTION 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 ON 27 JUN 2013; 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 Management For For
95 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 19.6 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 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 For
SECTION 163(3) OF THE ACT OF MAXIMUM NUMBER OF
ORDINARY SHARES UP TO 784.8 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 AMOUNT STIPULATED
BY ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION
REGULATION 2003; AND AUTHORITY EXPIRES THE EARLIER
OF THE CLOSE NEXT AGM OF THE COMPANY OR 15 MONTHS
FROM THE DATE OF THIS RESOLUTION IS PASSED; AND
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
15. AUTHORIZE THE COMPANY AND ALL COMPANIES, IN ACCORDANCE Management For For
WITH SECTION 366 OF THE NEW ACT, THAT ARE ITS
SUBSIDIARIES AT ANYTIME DURING THE PERIOD FOR
WHICH THIS RESOLUTION: A MAKE DONATIONS TO POLITICAL
PARTIES AND / OR INDEPENDENT ELECTION CANDIDATES,
NOT EXCEEDING GBP 100,000 IN TOTAL; B MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATIONS, OTHER THAN
POLITICAL PARTIES, NOT EXCEEDING GBP 100,000
IN TOTAL; C INCUR POLITICAL EXPENDITURE NOT EXCEEDING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 101 of 105
GBP 100,000 IN TOTAL, DURING THE PERIOD BEGINNING
WITH THE DATE OF THE PASSING OF THIS RESOLUTION
AND ENDING ON THE DATE OF THE COMPANY S NEXT
AGM; FOR THE PURPOSE OF THIS RESOLUTION THE TERMS
POLITICAL DONATIONS, POLITICAL EXPENDITURE, INDEPENDENT
ELECTION CANDIDATES, POLITICAL PARTIES AND POLITICAL
ORGANIZATION SHALL HAVE THE MEANING GIVEN BY
PART 14 OF THE NEW ACT
S.16 ADOPT, WITH IMMEDIATE EFFECT, THE ARTICLES OF Management For For
ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR,
AND TO THE EXCLUSION OF THE EXISTING ARTICLES
OF ASSOCIATION OF THE COMPANY; SUBJECT TO THE
PASSING OF RESOLUTION 16(A) AND WITH EFFECT FROM
00.01AM ON 01 OCT 2008 OR SUCH LATER TIME AT
WHICH SECTION 175 OF THE NEW ACT SHALL BE BROUGHT
INTO FORCE, THE NEW ARTICLES OF ASSOCIATION OF
THE COMPANY ADOPTED PURSUANT TO RESOLUTION 16(A)
BY THE DELETION OF ARTICLE 91 AND THE INSERTION
OF NEW ARTICLES 91 AND 92, AND THE REMAINING
ARTICLES BE NUMBERED AND THE DELETION OF ARTICLE
99 AND THE INSERTION OF NEW ARTICLE 100 AS SPECIFIED
- --------------------------------------------------------------------------------
TESCO PLC, CHESHUNT AGM MEETING DATE: 06/27/2008
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: 0884709, 5474860, B02S3J1, 5469491
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 479151 DUE TO RECEIPT OF ADDITIONAL 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 ACCOUNTS AND REPORTS OF THE DIRECTORS Management For For
AND THE AUDITORS FOR THE FYE 23 FEB 2008
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For
THE FYE 23 FEB 2008
3. DECLARE A FINAL DIVIDEND OF 7.7 PENCE PER SHARE Management For For
RECOMMENDED BY THE DIRECTORS
4. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For For
5. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For For
6. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR Management For For
7. RE-ELECT MS. KAREN COOK AS A DIRECTOR Management For For
8. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR Management For For
9. RE-ELECT MR. TIM MASON AS A DIRECTOR Management For For
10. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For For
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
11. APPROVE TO DETERMINE THE REMUNERATION OF Management For For
PRICEWATERHOUSECOOPERS LLP BY THE DIRECTORS
12. AUTHORIZE THE DIRECTOR, IN ACCORDANCE WITH SECTION Management For For
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
ON 27 JUN 2013; 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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 102 of 105
S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONDITIONAL Management For For
ON THE PASSING OF RESOLUTION 12 PURSUANT TO SECTION
95 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 19.6 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 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 For
SECTION 163(3) OF THE ACT OF MAXIMUM NUMBER OF
ORDINARY SHARES UP TO 784.8 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 AMOUNT STIPULATED
BY ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION
REGULATION 2003; AND AUTHORITY EXPIRES THE EARLIER
OF THE CLOSE NEXT AGM OF THE COMPANY OR 15 MONTHS
FROM THE DATE OF THIS RESOLUTION IS PASSED; AND
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
15. AUTHORIZE THE COMPANY AND ALL COMPANIES, IN ACCORDANCE Management For For
WITH SECTION 366 OF THE NEW ACT, THAT ARE ITS
SUBSIDIARIES AT ANYTIME DURING THE PERIOD FOR
WHICH THIS RESOLUTION: A MAKE DONATIONS TO POLITICAL
PARTIES AND / OR INDEPENDENT ELECTION CANDIDATES,
NOT EXCEEDING GBP 100,000 IN TOTAL; B MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATIONS, OTHER THAN
POLITICAL PARTIES, NOT EXCEEDING GBP 100,000
IN TOTAL; C INCUR POLITICAL EXPENDITURE NOT EXCEEDING
GBP 100,000 IN TOTAL, DURING THE PERIOD BEGINNING
WITH THE DATE OF THE PASSING OF THIS RESOLUTION
AND ENDING ON THE DATE OF THE COMPANY S NEXT
AGM; FOR THE PURPOSE OF THIS RESOLUTION THE TERMS
POLITICAL DONATIONS, POLITICAL EXPENDITURE, INDEPENDENT
ELECTION CANDIDATES, POLITICAL PARTIES AND POLITICAL
ORGANIZATION SHALL HAVE THE MEANING GIVEN BY
PART 14 OF THE NEW ACT
S.16 ADOPT, WITH IMMEDIATE EFFECT, THE ARTICLES OF Management For For
ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR,
AND TO THE EXCLUSION OF THE EXISTING ARTICLES
OF ASSOCIATION OF THE COMPANY; SUBJECT TO THE
PASSING OF RESOLUTION 16(A) AND WITH EFFECT FROM
00.01AM ON 01 OCT 2008 OR SUCH LATER TIME AT
WHICH SECTION 175 OF THE NEW ACT SHALL BE BROUGHT
INTO FORCE, THE NEW ARTICLES OF ASSOCIATION OF
THE COMPANY ADOPTED PURSUANT TO RESOLUTION 16(A)
BY THE DELETION OF ARTICLE 91 AND THE INSERTION
OF NEW ARTICLES 91 AND 92, AND THE REMAINING
ARTICLES BE NUMBERED AND THE DELETION OF ARTICLE
99 AND THE INSERTION OF NEW ARTICLE 100, AS SPECIFIED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 103 of 105
S.17 APPROVE THE COMPANY S ANIMAL WELFARE POLICY ENDORSES Management Against Against
THE FIVE FREEDOMS CONCEPT PROPOSED BY THE FARM
ANIMAL WELFARE COUNCIL FAWC, BEING: 1) FREEDOM
FROM HUNGER AND THIRST; 2) FREEDOM FROM DISCOMFORT;
3) FREEDOM FROM PAIN, INJURY OR DISEASE; 4) FREEDOM
TO EXPRESS NORMAL BEHAVIOUR; 5) FREEDOM FROM
FEAR AND DISTRESS; AND ACKNOWLEDGE THE STUDY
PUBLISHED IN FEB 2008 BY KNOWLES, TG ET AL AND
FUNDED BY THE UK DEPARTMENT OF ENVIRONMENT, FOOD
AND RURAL AFFAIRS, ENTITLED LEG DISORDERS IN
BROILER CHICKENS: PREVALENCE, RISK FACTORS AND
PREVENTION AND NOTING THAT THE COMPANY S ORDER,
STOCK AND SALE OF STANDARD INTENSIVE BROILER
CHICKENS ENDORSES AND/OR CONTRIBUTES TO AN AVERAGE
OF 27.6% OF BIRDS HAVING POOR LOCOMOTION AND
3.3% BEING ALMOST UNABLE TO WALK AT AN AVERAGE
AGE OF 40 DAYS NOTWITHSTANDING A CULLING PROCESS;
THE COMPANY SETS A COMMITMENT WITHIN A FAIR TIME
FRAME TO TAKE APPROPRIATE MEASURES TO ENSURE
THAT CHICKENS PURCHASED FOR SALE BY THE COMPANY
ARE PRODUCED IN SYSTEMS CAPABLE OF PROVIDING
THE FIVE FREEDOMS
- --------------------------------------------------------------------------------
TESCO PLC, CHESHUNT AGM MEETING DATE: 06/27/2008
ISSUER: G87621101 ISIN: GB0008847096
SEDOL: 0884709, 5474860, B02S3J1, 5469491
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 490252. 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 ACCOUNTS AND REPORTS OF THE DIRECTORS Management For For
AND THE AUDITORS FOR THE FYE 23 FEB 2008
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For
THE FYE 23 FEB 2008
3. DECLARE A FINAL DIVIDEND OF 7.7 PENCE PER SHARE Management For For
RECOMMENDED BY THE DIRECTORS
4. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For For
5. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For For
6. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR Management For For
7. RE-ELECT MS. KAREN COOK AS A DIRECTOR Management For For
8. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR Management For For
9. RE-ELECT MR. TIM MASON AS A DIRECTOR Management For For
10. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For For
OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
11. APPROVE TO DETERMINE THE REMUNERATION OF Management For For
PRICEWATERHOUSECOOPERS LLP BY THE DIRECTORS
12. AUTHORIZE THE DIRECTOR, IN ACCORDANCE WITH SECTION Management For For
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
ON 27 JUN 2013; 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
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 104 of 105
S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONDITIONAL Management For For
ON THE PASSING OF RESOLUTION 12 PURSUANT TO SECTION
95 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 19.6 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 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 For
SECTION 163(3) OF THE ACT OF MAXIMUM NUMBER OF
ORDINARY SHARES UP TO 784.8 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 AMOUNT STIPULATED
BY ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION
REGULATION 2003; AND AUTHORITY EXPIRES THE EARLIER
OF THE CLOSE NEXT AGM OF THE COMPANY OR 15 MONTHS
FROM THE DATE OF THIS RESOLUTION IS PASSED; AND
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
15. AUTHORIZE THE COMPANY AND ALL COMPANIES, IN ACCORDANCE Management For For
WITH SECTION 366 OF THE NEW ACT, THAT ARE ITS
SUBSIDIARIES AT ANYTIME DURING THE PERIOD FOR
WHICH THIS RESOLUTION: A MAKE DONATIONS TO POLITICAL
PARTIES AND / OR INDEPENDENT ELECTION CANDIDATES,
NOT EXCEEDING GBP 100,000 IN TOTAL; B MAKE POLITICAL
DONATIONS TO POLITICAL ORGANIZATIONS, OTHER THAN
POLITICAL PARTIES, NOT EXCEEDING GBP 100,000
IN TOTAL; C INCUR POLITICAL EXPENDITURE NOT EXCEEDING
GBP 100,000 IN TOTAL, DURING THE PERIOD BEGINNING
WITH THE DATE OF THE PASSING OF THIS RESOLUTION
AND ENDING ON THE DATE OF THE COMPANY S NEXT
AGM; FOR THE PURPOSE OF THIS RESOLUTION THE TERMS
POLITICAL DONATIONS, POLITICAL EXPENDITURE, INDEPENDENT
ELECTION CANDIDATES, POLITICAL PARTIES AND POLITICAL
ORGANIZATION SHALL HAVE THE MEANING GIVEN BY
PART 14 OF THE NEW ACT
S.16 ADOPT, WITH IMMEDIATE EFFECT, THE ARTICLES OF Management For For
ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR,
AND TO THE EXCLUSION OF THE EXISTING ARTICLES
OF ASSOCIATION OF THE COMPANY; SUBJECT TO THE
PASSING OF RESOLUTION 16(A) AND WITH EFFECT FROM
00.01AM ON 01 OCT 2008 OR SUCH LATER TIME AT
WHICH SECTION 175 OF THE NEW ACT SHALL BE BROUGHT
INTO FORCE, THE NEW ARTICLES OF ASSOCIATION OF
THE COMPANY ADOPTED PURSUANT TO RESOLUTION 16(A)
BY THE DELETION OF ARTICLE 91 AND THE INSERTION
OF NEW ARTICLES 91 AND 92, AND THE REMAINING
ARTICLES BE NUMBERED AND THE DELETION OF ARTICLE
99 AND THE INSERTION OF NEW ARTICLE 100, AS SPECIFIED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008
Selected Accounts: NPX GABELLI INTL GROWTH FD Page 105 of 105
S.17 APPROVE THE COMPANY S ANIMAL WELFARE POLICY ENDORSES Shareholder Against For
THE FIVE FREEDOMS CONCEPT PROPOSED BY THE FARM
ANIMAL WELFARE COUNCIL FAWC, BEING: 1) FREEDOM
FROM HUNGER AND THIRST; 2) FREEDOM FROM DISCOMFORT;
3) FREEDOM FROM PAIN, INJURY OR DISEASE; 4) FREEDOM
TO EXPRESS NORMAL BEHAVIOUR; 5) FREEDOM FROM
FEAR AND DISTRESS; AND ACKNOWLEDGE THE STUDY
PUBLISHED IN FEB 2008 BY KNOWLES, TG ET AL AND
FUNDED BY THE UK DEPARTMENT OF ENVIRONMENT, FOOD
AND RURAL AFFAIRS, ENTITLED LEG DISORDERS IN
BROILER CHICKENS: PREVALENCE, RISK FACTORS AND
PREVENTION AND NOTING THAT THE COMPANY S ORDER,
STOCK AND SALE OF STANDARD INTENSIVE BROILER
CHICKENS ENDORSES AND/OR CONTRIBUTES TO AN AVERAGE
OF 27.6% OF BIRDS HAVING POOR LOCOMOTION AND
3.3% BEING ALMOST UNABLE TO WALK AT AN AVERAGE
AGE OF 40 DAYS NOTWITHSTANDING A CULLING PROCESS;
THE COMPANY SETS A COMMITMENT WITHIN A FAIR TIME
FRAME TO TAKE APPROPRIATE MEASURES TO ENSURE
THAT CHICKENS PURCHASED FOR SALE BY THE COMPANY
ARE PRODUCED IN SYSTEMS CAPABLE OF PROVIDING
THE FIVE FREEDOMS
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 25, 2008
* Print the name and title of each signing officer under his or her
signature.