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, 2008 - June 30, 2009
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, 2008 TO JUNE 30, 2009
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 1
GAMCO International Growth Fund, Inc.
INVESTMENT COMPANY REPORT
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FINMECCANICA SPA
SECURITY T4502J151 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL FINMF.PK MEETING DATE 31-Jul-2008
ISIN IT0003856405 AGENDA 701653645 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SE-COND
CALL ON 01 AUG 2008 AT 9:30 A.M.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS W-ILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO AD- VISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING-IS CANCELLED. THANK
YOU.
1. Authorize the Board of Directors to increase Management No Action
the stock capital, as per Article 2443 of
the Italian Civil Code, against payment in
one or more instalments, for a maximum
amount of EUR 1,400,000,000; approve to
revoke the previous resolution about the
stock capital increase taken by the
extraordinary meeting held on 30 MAY 2007;
resolutions realted thereto
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF AMOUNT IN RESOLUTION 1.-IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM U-NLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
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BRITISH SKY BROADCASTING GROUP PLC
SECURITY G15632105 MEETING TYPE Annual General Meeting
TICKER SYMBOL BSY MEETING DATE 26-Sep-2008
ISIN GB0001411924 AGENDA 701688674 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. Receive the financial statements for the YE Management For For
30 JUN 2008, together with the report of the
Directors and the Auditors thereon
2. Declare a final dividend for the YE 30 JUN Management For For
2008
3. Re-appoint Mr. Andrew Griffith as a Director Management For For
4. Re-appoint Mr. Daniel Rimer as a Director Management For For
5. Re-appoint Mr. David Evans as a Director Management For For
6. Re-appoint Mr. Allan Leighton as a Director Management For For
7. Re-appoint Mr. James Murdoch as a Director Management For For
8. Re-appoint Mr. Lord Wilson of Dinton as a Management For For
Director
9. Re-appoint Mr. David F. Devoe as a Director Management For For
10. Re-appoint Mr. Arthur Siskind as a Director Management For For
11. Re-appoint Deloitte & Touche LLP as Auditors Management For For
of the Company and authorize the Directors
to agree their remuneration
12. Approve the report on Directors remuneration Management For For
for the YE 30 JUN 2008
13. Authorize the Company and its subsidiaries Management For For
to make political donations and incur
political expenditure
14. Authorize the Directors to allot shares Management For For
under Section 80 of the Companies Act 1985
S.15 Approve to disapply Statutory Pre-Emption Management For For
Rights
16. Approve to increase the maximum aggregate Management For For
fees permitted to be paid to Non-Executive
Directors for their services in the office
of Director
S.17 Approve and adopt new Articles of Association Management For For
18. Approve the 2008 Long-Term Incentive Plan Management For For
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CIE FINANCIERE RICHEMONT SA, GENEVE
SECURITY H25662141 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL CFRHF.PK MEETING DATE 09-Oct-2008
ISIN CH0012731458 AGENDA 701683268 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
1. Approve the restructuring of the business of Management No Action
the Company
2. Amend the Articles of Association of the Management No Action
Company
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 2
GAMCO International Growth Fund, Inc.
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DIAGEO PLC, LONDON
SECURITY G42089113 MEETING TYPE Annual General Meeting
TICKER SYMBOL DGE.L MEETING DATE 15-Oct-2008
ISIN GB0002374006 AGENDA 701707791 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. Receive the reports and accounts of 2008 Management For For
2. Approve the Directors' remuneration report Management For For
of 2008
3. Declare a final dividend Management For For
4. Re-elect Dr. Franz B. Humer as a Director, Management For For
who retires by rotation
5. Re-elect Ms. Maria Lilja as a Director, who Management For For
retires by rotation
6. Re-elect Mr. W S Shanahan as Director, who Management For For
retires by rotation
7. Re-elect Mr. H T Stitzer as a Director, who Management For For
retires by rotation
8. Elect Mr. Philip G Scott as a Director Management For For
9. Re-appoint the Auditors and approve the Management For For
remuneration of the Auditors
10. Grant authority to allot relevant securities Management For For
S.11 Approve the dis-application of pre-emption Management For For
rights
S.12 Grant authority to purchase own ordinary Management For For
shares
13. Grant authority to make political donations Management For For
and/or incur political expenditure
14. Adopt the Diageo Plc 2008 Performance Share Management For For
Plan
15. Adopt the Diageo Plc 2008 Senior Executive Management For For
Share Option Plan
16. Grant authority to establish international Management For For
share plans
S.17 Amend the Articles of Association Management For For
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COCHLEAR LIMITED
SECURITY Q25953102 MEETING TYPE Annual General Meeting
TICKER SYMBOL COH.AX MEETING DATE 21-Oct-2008
ISIN AU000000COH5 AGENDA 701708046 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. Receive the Company's financial report, Management For For
Directors' report and the Auditor's report
in respect of the FYE 30 JUN 2008
2. Adopt the remuneration report Management For For
3.1 Re-elect Mr. Tommie Bergman as a Director of Management For For
the Company, who retires by rotation in
accordance with the Company's Constitution
3.2 Re-elect Mr. Paul Bell as a Director of the Management For For
Company, who retires by rotation in
accordance with the Company's Constitution
4. Approve to issue the securities to the Chief Management For For
Executive Officer/President, Dr. Christopher
Roberts, under the Cochlear Executive Long
Term Incentive Plan as specified
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TOLL HOLDINGS LTD, MELBOURNE VIC
SECURITY Q9104H100 MEETING TYPE Annual General Meeting
TICKER SYMBOL TL4.BE MEETING DATE 30-Oct-2008
ISIN AU000000TOL1 AGENDA 701724379 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. Receive and consider the financial Non-Voting
statements of the Company and its
controlle-d entities for the YE 30 JUN 2008
and the related Directors' report,
Directors-' declaration and Auditors' report
2. Adopt the remuneration report Management For For
3. Re-elect Mr. Ray Horsburgh as a Director of Management For For
the Company, who retires in accordance with
the Company's constitution
4. Elect Mr. Frank Ford as a Director of the Management For For
Company, who retires in accordance with the
Company's constitution
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 3
GAMCO International Growth Fund, Inc.
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PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL RI.PA MEETING DATE 05-Nov-2008
ISIN FR0000120693 AGENDA 701724014 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your
Client Service Representative-to obtain the
necessary card, account details and
directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting
instructions will-be forwarded to the Global
Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Gl-obal 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 Management For For
Directors and the Auditors; approve the
Company's financial statements for the YE in
30 JUN 2008 as presented, earnings for the
FY: EUR 925,580,852.74, the expenses and
charges that were not tax deductible of EUR
125,815.00 with a corresponding tax of EUR
43,322.00
O.2 Receive the reports of the Board of Management For For
Directors and the Auditors; 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 Management For For
directors and resolves that the income for
the FY be appropriated as follows: earnings
for the FY: EUR 925,580,852.74 legal
reserve: EUR 71,178.48 previous retained
earnings: EUR 517,716,451.00 distributable
income: EUR 1,443,226,125.26 dividends: EUR
289,981,525.68 retained earnings: EUR 1,1
53,244,599.58 the shareholders' meeting
reminds that an interim dividend of EUR 0.63
was already paid on 03 JUL 2008 the
remaining dividend of EUR 0.69 will be paid
on 18 NOV 2008, and will entitle natural
persons to the 40% allowance in the event
that the Company holds some of its own share
on such date, the amount of the unpaid
dividend on such shares shall be allocated
to the retained earnings account, as
required by law
O.4 Receive the special report of the Auditors Management For For
on agreements governed by Article L.225.38
of the French Commercial code, and approve
the said report and the agreements referred
to therein
O.5 Receive the special report of the Auditors Management For For
on agreements governed by Article L.225.38
ET L.225.42.1 of the French Commercial Code,
and approve the said report and the
agreements referred to therein regarding Mr.
Patrick Ricard, Chairman
O.6 Receive the special report of the Auditors Management For For
on agreements governed by Article L.225.38
ET L.225.42.1 of the French Commercial Code,
and approve the said report and the
agreements referred to therein concerning
Mr. Pierre Pringet, Managing Director
O.7 Approve to renew the appointment of Mr. Management For For
Patrick Ricard as Director for a 4 year
period
O.8 Approve to renew the appointment of Mr. Management For For
Pierre Pringuet as Director for a 4 year
period
O.9 Approve to renew the appointment of Mr. Management For For
Rafael Gonzalez- Gallarza as Director for a
4 year period
O.10 Appoint Mr. Wolfgang Colberg as a Director, Management For For
for a 4 year period
O.11 Appoint Mr. Cesar Giron as a Director, for a Management For For
4 year period
O.12 Approve to award total annual fees of EUR Management For For
750,000.00 to the Board of Directors
O.13 Authorize the Board of Directors to trade in Management For For
the Company's shares on the stock market,
subject to the conditions specified below:
maximum purchase price: EUR 125.00, maximum
number of shares to be acquired: 10% of the
share capital, maximum funds invested in the
share buybacks: EUR 2,746,037,125.00
[Authority expires at the end of 18 months]
this authorization supersedes the fraction
unused of the authorization granted by the
shareholders' meeting of 07 NOV 2007, in its
resolution number 8 and to take all
necessary measures and accomplish all
necessary formalities
E.14 Grant authority to the Board of Directors to Management For For
reduce the 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 granted by the resolution13
of the present meeting, up to a maximum of
10% of the share capital over a 24 month
period [Authority expires at the end of 24
months], this authorization supersedes the
fraction unused of the authorization granted
by the shareholders' meeting of 07 NOV 2007
in its resolution number 9
E.15 Grant authority to the Board of Directors to Management For For
issue warrants giving right to subscribe to
shares in the event of a public exchange
offer concerning the Company's shares,
[Authority expires at the end of 18 months]
the global nominal amount of shares issued
under this delegation of authority shall not
exceed EUR 145,000,000.00 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 07 NOV 2007, in its resolution
number 19
E.16 Authorize the Board of Directors to increase Management For For
the share capital, on one or more occasions,
at its sole discretion, in favor of
employees and corporate officers of the
Company who are members of a Company Savings
Plan, [Authority expires at the end of 26
months] 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 of the
shareholders' meeting dated 07 NOV 2007, the
shareholders meeting decides to cancel the
shareholders' preferential subscription
rights, this authorization supersedes the
fraction unused of the authorization granted
by the shareholders' meeting of 07 NOV 2007,
in its resolution number 20, and to take all
necessary measures and accomplish all
necessary formalities to charge the share
issuance cost against the related premiums
and deduct from the premiums the amounts
necessary to raise the legal reserve to
one-tenth of the new capital after each
increase
E.17 Grant full powers to the bearer of an Management For For
original, a copy or extract of the minutes
of this meeting to carry out all filings,
publications and other formalities
prescribed by law
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TELSTRA CORP LTD
SECURITY Q8975N105 MEETING TYPE Annual General Meeting
TICKER SYMBOL TTRAF.PK MEETING DATE 21-Nov-2008
ISIN AU000000TLS2 AGENDA 701763662 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 510671 DUE TO CHANGE IN VO-TING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AN-D YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
1. Chairman and Company Executive Officer Non-Voting
presentations
2. Adopt the remuneration report for the FYE 30 Management For For
JUN 2008
3. To discuss the Company's financial Non-Voting
statements and reports for the YE 30 JUN
20-08
S.4 Adopt the Constitution tabled at the meeting Management For For
and signed by the Chairman of the meeting
for the purposes of identification, as the
Constitution of the Company in place of the
present Constitution, with effect from the
close of the meeting
5.a Elect Mr. John Mullen as a Director Management For For
5.b Re-elect Ms. Catherine Livingstone as a Management For For
Director, who retires by rotation
5.c Re-elect Mr. Donald McGauchie as a Director, Management For For
who retires by rotation
5.d Elect Mr. John Stewart as a Director Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 4
GAMCO International Growth Fund, Inc.
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HARMONY GOLD MINING CO LTD, JOHANNESBURG
SECURITY S34320101 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL HMY MEETING DATE 24-Nov-2008
ISIN ZAE000015228 AGENDA 701756566 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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O.1 Receive and adopt the consolidated audited Management For For
annual financial statements of the Company
and its subsidiaries for the YE 30 JUN 2008
O.2 Elect Mr. K.V. Dicks as a Director of the Management For For
Company whose period of office terminates,
in accordance with the Company's Articles of
Association, on the date of this AGM
O.3 Elect Dr. C.M. Diarra as a Director of the Management For For
Company whose period of office terminates,
in accordance with the Company's Articles of
Association, on the date of this AGM
O.4 Re-elect Mr. C.M.L. Savage as a Director of Management For For
the Company who retires in terms of the
Company's Articles of Association
O.5 Re-elect Mr. F. Abbott as a Director of the Management For For
Company, who retires in terms of the
Company's Articles of Association
O.6 Re-appoint PricewaterhouseCoopers Inc. as Management For For
the External Auditors of the Company
O.7 Approve the fee payable to Non-Executive Management For For
Directors be increased as specified
O.8 Authorize the Directors of the Company as a Management For For
general authority, to allot and issue, after
providing for the requirements of 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 50 cents each in the share capital
of the Company, being 79,656,274 ordinary
shares of 50 cents each as at 10 OCT 2008,
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]
O.9 Authorize the Directors of the Company to Management For For
allot and issue equity securities [including
the grant or issue of options or convertible
securities that are convertible into an
existing class of equity securities] of up
to 10% 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: the
equity securities which are the subject of
the issue for cash must be of a class
already in issue, or where this is not the
case, must be limited to such securities or
rights that are convertible into a class
already in issue; the equity must be issued
to public shareholders, as defined in the
JSE Listings Requirements, and not to
related parties; C) securities which are the
subject of general issues for cash; i) in
the aggregate in any 1 FY may not exceed 10%
of the Company's relevant number of equity
securities, including the number of any
equity securities which may be issued in
future arising out of the issue of such
options/convertible securities, in issue of
that class [for purposes of determining the
securities comprising the 10% number in any
one year, account must be taken of the
dilution effect, in the year of issue of
options/ convertible securities]; ii) of a
particular class, will be aggregated with
any securities that are compulsory
convertible into securities of that class,
and, in the case of the issue of compulsory
convertible securities, aggregated with
the securities of that class into which
they are compulsory convertible; iii) as
regards the number of securities which may
be issued [the 10% number], shall be
based on the number of securities of that
class in issue added to those that may be
issued in future [arising from the
conversion or options/ convertible
securities], at the date of such
application: 1) less any securities of the
class issued, or to be issued in future
arising from options/ convertible securities
issued, during the current FY, 2) plus any
securities of that class to be issued
pursuant to; aa) a rights Issue which has
been announced, is irrevocable and is fully
underwritten; or bb) an acquisition [which
has had final terms announced] may be
included as though they were securities in
issue as at the date of application; d) the
maximum discount at which equity securities
may be issued is 10% of the weighted average
traded price of such equity securities
measured over me 30 business days prior to
the date that the price of the issue is
agreed between the Company and the party
subscribing for the securities; the JSE will
be consulted for a ruling if the Company's
securities have not traded in such 30
business day period
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PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Special
TICKER SYMBOL PBR MEETING DATE 24-Nov-2008
ISIN US71654V4086 AGENDA 932971547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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01 APPROVAL OF THE PROTOCOL AND THE Management For For
JUSTIFICATION OF INCORPORATION, DATED
OCTOBER 2 2008, SIGNED BY PETROBRAS, AS THE
SURVIVING COMPANY, AND BY '17 DE MAIO
PARTICIPACOES S.A'., AS THE ACQUIRED
COMPANY, TOGETHER WITH THE RESPECTIVE
PERTINENT DOCUMENTS, AND THE APPROVAL OF '17
DE MAIO PARTICIPACOES S.A.' INCORPORATION
OPERATION.
02 APPROVAL OF THE APPOINTMENT OF A SPECIALIZED Management For For
COMPANY TO EVALUATE THE ASSETS AND THE
APPROVAL OF THE RESPECTIVE EVALUATION
REPORT, UNDER THE TERMS OF 1 AND 3 OF ART.
227, LAW NO. 6.404/76.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 5
GAMCO International Growth Fund, Inc.
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WOOLWORTHS LTD
SECURITY Q98418108 MEETING TYPE Annual General Meeting
TICKER SYMBOL WOLWF.PK MEETING DATE 27-Nov-2008
ISIN AU000000WOW2 AGENDA 701743836 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1. To receive and consider the financial report Non-Voting
of the Company and the reports of-the
Directors and the Auditor for the financial
period ended 29 JUN 2008
2. Adopt, the remuneration report [which form Management For For
part of the Directors' report] for the FYE
29 JUN 2008
3.A Re-elect Dr. Roderick Sheldon Deane as a Management For For
Director, who retires by rotation in
accordance with Article 10.3 of the
Company's Constitution
3.B Re-elect Mr. Leon Michael L'Huillier as a Management For For
Director, who retires by rotation in
accordance with Article 10.3 of the
Company's Constitution
4.A Approve to grant the options or performance Management For For
rights or combination of both to the Group
Managing Director and Chief Executive
Officer of the Company, Mr. Michael Gerard
Luscombe, under the Woolworths Long Terms
Incentive Plan [Plan], as specified, for all
purposes including for the purpose of ASX
Listing Rule 10.14
4.B Approve to grant the options or performance Management For For
rights or combination of both to the Finance
Director, Mr. Thomas William Pockett, under
the Plan, as specified, for all purposes
including for the purpose of ASX Listing
Rule 10.14
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BHP BILLITON LTD
SECURITY Q1498M100 MEETING TYPE Annual General Meeting
TICKER SYMBOL BLT.L MEETING DATE 27-Nov-2008
ISIN AU000000BHP4 AGENDA 701766769 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 508523 DUE TO CHANGE IN VO-TING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AN-D YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
1. Receive the financial statements for BHP Management For For
Billiton Plc for the YE 30 JUN 2008,
together with the Directors' report and the
Auditor's report as specified in the annual
report
2. Receive the financial statements for BHP Management For For
Billiton Limited for the YE 30 JUN 2008,
together with the Directors' Report and the
Auditor's Report as specified in the annual
report
3. Re-elect Mr. Paul M. Anderson as a Director Management For For
of BHP Billiton Plc, who retires by rotation
4. Re-elect Mr. Paul M. Anderson as a Director Management For For
of BHP Billiton Limited, who retires by
rotation
5. Re-elect Mr. Don R. Argus as a Director of Management For For
BHP Billiton Plc, in accordance with the
Board's policy
6. Re-elect Mr. Don R. Argus as a Director of Management For For
BHP Billiton Limited, in accordance with the
Board's policy
7. Re-elect Dr. John G. S. Buchanan as a Management For For
Director of BHP Billiton Plc, who retires by
rotation
8. Re-elect Dr. John G. S. Buchanan as a Management For For
Director of BHP Billiton Limited, who
retires by rotation
9. Re-elect Mr. David A. Crawford as a Director Management For For
of BHP Billiton Plc, in accordance with the
Board's policy
10. Re-elect Mr. David A. Crawford as a Director Management For For
of BHP Billiton Limited, in accordance with
the Board's policy
11. Re-elect Mr. Jacques Nasser as a Director of Management For For
BHP Billiton Plc, who retires by rotation
12. Re-elect Mr. Jacques Nasser as a Director of Management For For
BHP Billiton Limited, who retires by rotation
13. Re-elect Dr. John M. Schubert as a Director Management For For
of BHP Billiton Plc, who retires by rotation
14. Re-elect Dr. John M. Schubert as a Director Management For For
of BHP Billiton Limited, who retires by
rotation
15. Elect Mr. Alan L. Boeckmann as a Director of Management For For
BHP Billiton Plc
16. Elect Mr. Alan L. Boeckmann as a Director of Management For For
BHP Billiton Limited
17. PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder Against For
SHAREHOLDER PROPOSAL: Elect Mr. Stephen
Mayne as a Director of BHP Billiton Plc
18. PLEASE NOTE THAT THIS RESOLUTION IS A Shareholder Against For
SHAREHOLDER PROPOSAL: Elect Mr. Stephen
Mayne as a Director of BHP Billiton Limited
19. Elect Dr. David R. Morgan as a Director of Management For For
BHP Billiton Plc
20. Elect Dr. David R. Morgan as a Director of Management For For
BHP Billiton Limited
21. Elect Mr. Keith C. Rumble as a Director of Management For For
BHP Billiton Plc
22. Elect Mr. Keith C. Rumble as a Director of Management For For
BHP Billiton Limited
23. Re-appoint KPMG Audit Plc as the Auditor of Management For For
BHP Billiton Plc and authorize the Directors
to agree their remuneration
24. Approve to renew the authority and to allot Management For For
relevant securities [Section 80 of the
United Kingdom Companies Act 1985] conferred
by the Directors by Article 9 of BHP
Billiton Plc's Articles of Association for
the period ending on the later of the AGM of
BHP Billiton Plc and the AGM of BHP Billiton
Limited in 2009 [provided that this
authority shall allow BHP Billiton Plc
before the expiry of this authority to make
offers or agreements which would or might
require relevant securities to be allotted
after such expiry and, notwithstanding such
expiry, the Directors may allot relevant
securities in pursuance of such offers or
agreements], and for such period the Section
80 amount [under the United Kingdom
Companies Act 1985] shall be USD 277,983,328
S.25 Approve to renew the authority and to allot Management For For
equity securities [Section 94 of the United
Kingdom Companies Act 1985] for cash
conferred by the Directors by Article 9 of
BHP Billiton Plc's Articles of Association
for the period ending on the later of the
AGM of BHP Billiton Plc and the AGM of BHP
Billiton Limited in 2009 [provided that this
authority shall allow BHP Billiton Plc
before the expiry of this authority to make
offers or agreements which would or might
require equity securities to be allotted
after such expiry and, notwithstanding such
expiry, the Directors may allot equity
securities in pursuance of such offers or
agreements], and for such period the Section
95 amount [under the United Kingdom
Companies Act 1985] shall be USD 55,778,030
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 6
GAMCO International Growth Fund, Inc.
S.26 Authorize BHP Billiton Plc, in accordance Management For For
with Article 6 of its Articles of
Association and Section 166 of the United
Kingdom Companies Act 1985, to make market
purchases [Section 163 of that Act] of
ordinary shares of USD 0.50 nominal value
each in the capital of BHP Billiton Plc
[Shares] provided that: a) the maximum
aggregate number of shares authorized to be
purchased will be 223,112,120, representing
10% of BHP Billiton Plc's issued share
capital; b) the minimum price that may be
paid for each share is USD 0.50, being the
nominal value of such a share; c) the
maximum price that may be paid for any share
is not more than 5% the average of the
middle market quotations for a share taken
from the London Stock Exchange Daily
Official List for the 5 business days
immediately preceding the date of purchase
of the shares; [Authority expires the
earlier of 22 APR 2010 and the later of the
AGM of BHP Billiton Plc and the AGM of BHP
Billiton Limited in 2009 [provided that BHP
Billiton Plc may enter into a contract or
contracts for the purchase of shares before
the expiry of this authority which would or
might be completed wholly or partly after
such expiry and may make a purchase of
shares in pursuance of any such contract or
contracts]
S27.1 Approve to reduce the share capital of BHP Management For For
Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal
value each held by BHP Billiton Limited on
30 APR 2009
S27.2 Approve to reduce the share capital of BHP Management For For
Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal
value each held by BHP Billiton Limited on
29 MAY 2009
S27.3 Approve to reduce the share capital of BHP Management For For
Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal
value each held by BHP Billiton Limited on
15 JUN 2009
S27.4 Approve to reduce the share capital of BHP Management For For
Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal
value each held by BHP Billiton Limited on
31 JUL 2009
S27.5 Approve to reduce the share capital of BHP Management For For
Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal
value each held by BHP Billiton Limited on
15 SEP 2009
S27.6 Approve to reduce the share capital of BHP Management For For
Billiton Plc by the cancellation of all the
issued paid up shares of USD 0.50 nominal
value each held by BHP Billiton Limited on
30 NOV 2009
28. Approve the remuneration report for the YE Management For For
30 JUN 2008
29. Approve, for all purposes, the BHP Billiton Management For For
Plc Group Incentive Scheme, as amended; and
the BHP Billiton Limited Group Incentive
Scheme, as amended
30. Approve to grant Deferred Shares and Options Management For For
under the BHP Billiton Limited Group
Incentive Scheme and Performance Shares
under the BHP Billiton Limited Long Term
Incentive Plan to the Executive Director,
Mr. M. J. Kloppers as specified
31. Approve, for all purposes, including for the Management For For
purposes of Article 76 of the Articles of
Association of BHP Billiton Plc, that the
maximum aggregate remuneration which may be
paid by BHP Billiton Plc to all the
Non-Executive Directors in any year together
with the remuneration paid to those
Non-Executive Directors by BHP Billiton
Limited be increased from USD 3,000,000 to
USD 3,800,000
32. Approve, for all purposes, including for the Management For For
purposes of Rule 76 of the Constitution of
BHP Billiton Limited and ASX Listing Rule
10.17, that the maximum aggregate
remuneration which may be paid by BHP
Billiton Limited to all the Non-Executive
Directors in any year together with the
remuneration paid to those Non- Executive
Directors by BHP Billiton Plc be increased
from USD 3,000,000 to USD 3,800,000
S.33 Amend the Articles of Association of BHP Management For For
Billiton Plc, with effect from the close of
this meeting, in the manner outlined in the
Appendix to this Notice of Meeting and as
set out in the amended Articles of
Association tabled by the Chair of the
meeting and signed for the purposes of
identification
S.34 Amend the Constitution of BHP Billiton Management For For
Limited, with effect from the close of this
meeting, in the manner outlined in the
Appendix to this Notice of Meeting and as
set out in the Constitution tabled by the
Chair of the meeting and signed for the
purposes of identification
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 7
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
NOVARTIS AG
SECURITY H5820Q150 MEETING TYPE Annual General Meeting
TICKER SYMBOL NVS MEETING DATE 24-Feb-2009
ISIN CH0012005267 AGENDA 701810168 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING 530415 DUE TO CHANGE IN VOTIN-G
STATUS OF RESOLUTION 5.1. 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
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING-524714,
INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED
TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER
BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE
NOTE THAT THOSE INSTRUCTIONS THAT ARE
SUBMITTED AFTER T-HE CUTOFF DATE WILL BE
PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
1. Approve the annual report, the financial Management No Action
statements of Novartis AG and the Group
consolidated financial statements for the
business year 2008
2. Grant discharge, from liability, to the Management No Action
Members of the Board of Directors and the
Executive Committee for their activities
during the business year 2008
3. Approve the appropriation of the available Management No Action
earnings as per the balance sheet and
declaration of dividend as follows:
dividend: CHF 4,906,210,030 and balance to
be carried forward: CHF 9,376,005,541;
payment will be made with effect from 27 FEB
2009
4. Approve to cancel 6,000,000 shares Management No Action
repurchased under the 6th Share Repurchase
Program and to reduce the share capital
accordingly by CHF 3,000,000 from CHF
1,321,811,500 to CHF 1,318,811,500; and
amend Article 4 of the Articles of
Incorporation as specified
5.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shareholder No Action
PROPOSAL: Amend Articles 18 and 25 of the
Articles of Incorporation as specified
5.2 Amend Article 2 Paragraph 3 of the Articles Management No Action
of Incorporation as specified
5.3 Amend Articles 18 and 28 of the Articles of Management No Action
Incorporation as specified
6.1 Acknowledge that, at this AGM, Prof. Peter Non-Voting
Burckhardt M.D. is resigning from t-he Board
of Directors, having reached the age limit,
at his own wish and Prof.-William W. George
is also resigning from the Board of Directors
6.2.A Re-elect Prof. Srikant M. Datar, Ph.D, to Management No Action
the Board of Directors, for a 3 year term
6.2.B Re-elect Mr. Andreas Von Planta, Ph.D, to Management No Action
the Board of Directors, for a 3 year term
6.2.C Re-elect Dr.-Ing. Wendelin Wiedeking, to the Management No Action
Board of Directors, for a 3 year term
6.2.D Re-elect Prof. Rolf. M. Zinkernagel, M.D, to Management No Action
the Board of Directors, for a 3 year term
6.3 Elect Prof. William Brody, M.D, Ph.D, to the Management No Action
Board of Directors, for a 3 year term
7. Appoint PricewaterhouseCoopers AG, as the Management No Action
Auditors of Novartis AG, for a further year
- --------------------------------------------------------------------------------
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL XTA.L MEETING DATE 02-Mar-2009
ISIN GB0031411001 AGENDA 701809785 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Approve, subject to Resolutions 2, 3 and 4 Management For For
being passed, the following transaction
[which is a related party transaction for
the purposes of the Listing Rules of the
Financial Services Authority] a] the
acquisition by the Xstrata Group as
specified of the Prodeco Business as
specified on the terms, and subject to the
conditions of the Acquisition Agreement as
specified and b] the granting by Xstrata
[Schweiz] AG of the Call option as specified
to Glencore as specified to repurchase the
Prodeco Business and the disposal by the
Xstrata Group of the Prodeco Business to
Glencore if and when the call option is
exercised, in each case on the terms and
subject to the conditions of the call option
agreement as specified and authorize the
Board of Directors of the Company [or any
duly constituted Committee of the Board of
Directors of the Company] to take all such
steps as it considers necessary, expedient
or desirable to implement and effect the
transaction described in this resolution
above and any matter incidental to such
transaction and to waive, amend, vary,
revise or extend any of such terms and
conditions as it may consider be
appropriate, provided always that the
authority of the Board of the Board of
Directors of the Company [or any duly
constituted Committee of the Board] to
implement and effect such transaction and
any matter incidental to such transaction or
to waive, amend, vary, revise or extend any
of such terms and conditions, in each case
other in accordance with the Acquisition
Agreement and the Call Option Agreement,
shall be to waivers, amendments, variations,
revisions or extensions that are not
material in the context of the transaction
as a whole
2. Approve, subject to Resolutions 1, 3 and 4 Management For For
being passed, to increase the authorized
share capital of the Company from USD
750,000,000.50 and GBP 50,000 to USD
2,250,000,000.50 and GBP 50,000 by the
creation of an additional 3,000,000,000
ordinary shares of USD 0.50 each in the
capital of the Company having the rights and
privileges and being subject to the
restrictions contained in the Articles of
Association of the Company [the Articles]
and ranking pari passu in all respects with
the existing ordinary shares of USD 0.50
each in the capital of the Company
3. Approve, subject to Resolutions 1, 2 and 4 Management For For
being passed, to renew the authority
conferred on the Directors of the Company by
Article 14 of the Articles to allot relevant
securities and for that period the Section
80 amount shall be i] USD 991,254,176
[equivalent to 1,982,508,352 ordinary shares
of USD 0.50 each in the capital of the
Company] in connection with 1 or more issues
of relevant securities under the right issue
as specified and ii] in addition, USD
493,363,149 [equivalent to 986,726,298
ordinary shares of USD 0.50 each in the
capital of the Company]; [Authority expires
at the end of the next AGM of the Company
after the date on which this resolution is
passed]
S.4 Authorize the Directors of the Company, Management For For
subject to Resolutions 1, 2 and 3 being
passed, in place of all existing powers, by
Article 15 of the Articles to allot equity
securities, as if Section 89[1] of the
Companies Act 1985 [Authority expires at the
end of the next AGM of the Company after the
date on which this resolution is passed] and
for that period the Section 89 amount is USD
74,004,472 [equivalent to 148,008,944
ordinary shares of USD 0.50 each in the
capital of the Company]
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 8
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
ROCHE HLDG LTD
SECURITY H69293217 MEETING TYPE Annual General Meeting
TICKER SYMBOL ROG.VX MEETING DATE 10-Mar-2009
ISIN CH0012032048 AGENDA 701814596 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND-THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR-CLIENT
REPRESENTATIVE. THANK YOU
1.1 The Board of Directors proposes that the Non-Voting
annual report, annual financial state-ments
and consolidated financial statements for
2008 be approved
1.2 The Board of Directors proposes that the Non-Voting
remuneration report be approved; this-vote
is purely consultative
2. Ratification of the Board of Directors Non-Voting
action
3. Approve the allocation of income and Non-Voting
dividends of CHF 5.00 per share
4.1 Re-election of Prof. Sir John Bell to the Non-Voting
Board for a term of 3 years as provi-ded by
the Articles of Incorporation
4.2 Re-election of Mr. Andre Hoffmann to the Non-Voting
Board for a term of 3 years as provid-ed by
the Articles of Incorporation
4.3 Re-election of Dr. Franz B. Humer to the Non-Voting
Board for a term of 3 years as provid-ed by
the Articles of Incorporation
5. Election of Statutory Auditors, the Board of Non-Voting
Directors proposes that KPMG Ltd.-, be
elected as Statutory Auditors for the 2009
FY
- --------------------------------------------------------------------------------
WILLIAM DEMANT HOLDING
SECURITY K9898W129 MEETING TYPE Annual General Meeting
TICKER SYMBOL WILLF.PK MEETING DATE 26-Mar-2009
ISIN DK0010268440 AGENDA 701839803 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S 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. Receive the report of the Directors' on the Management For For
Company'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 970 Management For For
million to the Company's reserves to the
effect that no dividend will be paid
4. Re-elect Mr. Lars Norby Johansen, Mr. Peter Management For For
Foss and Mr. Niels B. Christiansen as the
Directors; and elect Mr. Thomas Hofman- Bang
as a new Director
5. Re-elect Deloitte Statsautoriseret Management For For
Revisionsaktieselskab as the Auditor
6.a Amend the Articles of Association allowing Management For For
the Company to communicate electronically
with its shareholders; and approve that the
requirement to give notice of general
meetings in nationwide daily papers be
removed; the amendments will imply that
Article 7.4 of the Articles of Association
will be amended and that a new Article 15 on
electronic communication will be inserted
6.b Approve that Article 9.5 of the Articles of Management For For
Association relating to proxies at general
meetings be clarified to reflect the Danish
Public Companies Act
6.c Authorize the Board of Directors, until the Management For For
next AGM, to arrange for the Company to
purchase own shares of a nominal value of up
to 10% of the share capital; the purchase
price for the shares shall not differ by
more than 10% from the price quoted on
Nasdaq OMX Copenhagen A/S at the time of the
acquisition
6.d Authorize the Chairman of the General Management For For
Meeting 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
[Erhvervs- Og Selskabsstyrelsen] as the
Agency may require for registration
7. Any other business Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL TEXT IN RESOL-UTION
6A. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PR-OXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 9
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
CANON INC.
SECURITY J05124144 MEETING TYPE Annual General Meeting
TICKER SYMBOL CAJ MEETING DATE 27-Mar-2009
ISIN JP3242800005 AGENDA 701829395 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions, Management For For
Approve Minor Revisions Related to the
Updated Laws and Regulaions
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
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
3.16 Appoint a Director Management For For
3.17 Appoint a Director Management For For
3.18 Appoint a Director Management For For
3.19 Appoint a Director Management For For
3.20 Appoint a Director Management For For
3.21 Appoint a Director Management For For
3.22 Appoint a Director Management For For
3.23 Appoint a Director Management For For
3.24 Appoint a Director Management For For
3.25 Appoint a Director Management For For
4 Approve Provision of Retirement Allowance Management For For
for Corporate Auditors
5 Approve Payment of Bonuses to Corporate Management For For
Officers
6 Allow Board to Authorize Use of Stock Management For For
Options, and Authorize Use of Stock Options
- --------------------------------------------------------------------------------
TOKAI CARBON CO.,LTD.
SECURITY J85538106 MEETING TYPE Annual General Meeting
TICKER SYMBOL TKCBF.PK MEETING DATE 27-Mar-2009
ISIN JP3560800009 AGENDA 701836491 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Management For For
Related to the Updated Laws and Regulaions,
Allow Use of Electronic Systems for Public
Notifications
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
- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Annual
TICKER SYMBOL PBR MEETING DATE 08-Apr-2009
ISIN US71654V4086 AGENDA 933032497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
I MANAGEMENT REPORT, FINANCIAL STATEMENTS AND Management For For
AUDIT COMMITTEE'S OPINION FOR THE FISCAL
YEAR 2008
II CAPITAL EXPENDITURE BUDGET FOR THE FISCAL Management For For
YEAR 2009
III DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR Management For For
2008
IV ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For For
V ELECTION OF CHAIRMAN OF THE BOARD OF Management For For
DIRECTORS
VI ELECTION OF MEMBERS OF THE AUDIT BOARD AND Management For For
THEIR RESPECTIVE SUBSTITUTES
VII ESTABLISHMENT OF THE COMPENSATION OF Management For For
MANAGEMENT AND EFFECTIVE MEMBERS OF THE
AUDIT COMMITTEE, AS WELL AS THEIR
PARTICIPATION IN THE PROFITS PURSUANT TO
ARTICLES 41 AND 56 OF THE COMPANY'S BYLAWS
- --------------------------------------------------------------------------------
ANGLO AMERICAN PLC, LONDON
SECURITY G03764134 MEETING TYPE Annual General Meeting
TICKER SYMBOL AAUK MEETING DATE 15-Apr-2009
ISIN GB00B1XZS820 AGENDA 701847204 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive the report and accounts Management For For
2. Re-elect Mr. David Challen Management For For
3. Re-elect Mr. Chris Fay Management For For
4. Re-elect Sir Rob Margetts Management For For
5. Re-elect Sir Mark Moody Stuart Management For For
6. Re-elect Mr. Fred Phaswana Management For For
7. Re-elect Mr. Mamphela Ramphele Management For For
8. Re-elect Mr. Peter Woicke Management For For
9. Re-appoint Deloitte LLP as the Auditors Management For For
10. Authorize the Directors to determine the Management For For
Auditors remuneration
11. Approve the remuneration report Management For For
12. Authorize the Directors to allot shares Management For For
S.13 Approve to disapply pre emption rights Management For For
S.14 Grant authority to the purchase of own Management For For
shares
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF AUDITOR'S NAME. IF YOU H-AVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YO-U DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 10
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
RIO TINTO PLC, LONDON
SECURITY G75754104 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL RIO.L MEETING DATE 15-Apr-2009
ISIN GB0007188757 AGENDA 701850946 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive the financial statements and the Management For For
reports of the Directors and Auditors FYE 31
DEC 2008
2. Approve the remuneration report Management For For
3. Elect Mr. Jan Du Plessis as a Director Management For For
4. Re-elect Sir David Clementi as a Director Management For For
5. Re-elect Sir Rod Eddington as a Director Management For For
6. Re-elect Mr. Andrew Gould as a Director Management For For
7. Re-elect Mr. David Mayhew as a Director Management For For
8. Re-appoint PricewaterhouseCoopers LLP as Management For For
Auditors of Rio Tinto Plc and authorize the
Audit Committee to determine their
remuneration
9. Approve the non executive Director's fee Management For For
10. Authorize to increase the share capital and Management For For
authority to allot relevant securities under
Section 80 of the Companies Act 1985
S.11 Grant authority to allot relevant securities Management For For
for cash under Section 89 of the Companies
Act 1985
S.12 Approve the notice period for general Management For For
meetings other than AGM
13. Grant authority to pay scrip dividends Management For For
S.14 Adopt and amend the new Articles of Management For For
Association of the Company
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
- --------------------------------------------------------------------------------
BP P L C
SECURITY G12793108 MEETING TYPE Annual General Meeting
TICKER SYMBOL BPAQF.PK MEETING DATE 16-Apr-2009
ISIN GB0007980591 AGENDA 701833293 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive the report of the Directors and the Management For For
accounts for the YE 31 DEC 2008
2. Approve the Directors remuneration report Management For For
for the YE 31 DEC 2008
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 as a Director Management For For
9. Re-elect Mr. R. Dudley as a Director Management For For
10. Re-elect Mr. D. J. Flint as a Director Management For For
11. Re-elect Dr. B. E. Grote as a Director Management For For
12. Re-elect Dr. A. B. Hayward as a Director Management For For
13. Re-elect Mr. A. G. Inglis as a Director Management For For
14. Re-elect Dr. D. S. Julius as a Director Management For For
15. Re-elect Sir Tom McKillop as a Director Management For For
16. Re-elect Sir Ian Prosser as a Director Management For For
17. Re-elect Mr. P. D. Sutherland as a Director Management For For
18. Re-appoint Ernst & Young LLP as the Auditors Management For For
from the conclusion of this meeting until
the conclusion of the next general meeting
before which accounts are laid and to
authorize the Directors to fix the Auditors
remuneration
S.19 Authorize the Company, in accordance with Management For For
Section 163[3] of the Companies Act 1985, to
make market purchases [Section 163[3]] with
nominal value of USD 0.25 each in the
capital of the Company, at a minimum price
of USD 0.25 and not more than 5% 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 2010 or 15 JUL 2010]; the
Company, before the expiry, may make a
contract to purchase ordinary shares which
will or may be executed wholly or partly
after such expiry
20. Authorize the Directors by the Company's Management For For
Articles of Association to allot relevant
securities up to an aggregate nominal amount
equal to the Section 80 Amount of USD 1,561
million, ; [Authority expires the earlier of
the conclusion of the next AGM in 2010 of
the Company or 15 JUL 2010]
S.21 Authorize the Directors, pursuant to Section Management For For
89 of the Companies Act 1985, to allot
equity securities [Section 89] to the
allotment of equity securities: a) in
connection with a rights issue; b) up to an
aggregate nominal amount of USD 234 million;
[Authority expires the earlier of the
conclusion of the next AGM in 2010 of the
Company or 15 JUL 2010];
S.22 Grant authority for the calling of general Management For For
meeting of the Company by notice of at least
14 clear days
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT RESOLUTION 15 IS NOT BEING Non-Voting
COUNTED AT THE MEETING, AS MR. TOM-MCKILLOP
IS NO LONGER STANDING AS DIRECTOR. THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 11
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
SANOFI-AVENTIS
SECURITY F5548N101 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL SAN.PA MEETING DATE 17-Apr-2009
ISIN FR0000120578 AGENDA 701820397 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your
Client Service Representative-to obtain the
necessary card, account details and
directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting
instructions will-be forwarded to the Global
Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Gl-obal 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 FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
PLEASE NOTE THAT THIS IS A MIX MEETING. Non-Voting
THANK YOU.
O.1 Approve the financial statements and Management For For
statutory reports
O.2 Receive the consolidated financial Management For For
statements and statutory reports
O.3 Approve the allocation of income and Management For For
dividends of EUR 2.20 per share
O.4 Ratify the appointment of Mr. Chris Management For For
Viehbacher as a Director
O.5 Approve the Auditors' special report Management For For
regarding related-party transactions
O.6 Approve the transaction with Mr. Chris Management For For
Viehbacher regarding Severance Payments
O.7 Grant authority for the repurchase of up to Management For For
10% of issued share capital
E.8 Grant authority for the issuance of equity Management For For
or equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR
1.3 billion
E.9 Grant authority for the issuance of equity Management For For
or equity-linked securities without
preemptive rights up to aggregate nominal
amount of EUR 500 million
E.10 Grant authority for the capital increase of Management For For
up to 10% of issued capital for future
acquisitions
E.11 Authorize the Board to increase capital in Management For For
the event of additional demand related to
delegation submitted to shareholder vote
above
E.12 Grant authority for the capitalization of Management For For
reserves of up to EUR 500 million for bonus
issue or increase in par value
E.13 Approve the Employee Stock Purchase Plan Management For For
E.14 Grant authority for the use of up to 2.5% of Management For For
issued capital in the Stock Option Plan
E.15 Grant authority for the use of up to 1.0% of Management For For
issued capital in the Restricted Stock Plan
E.16 Approve the reduction in share capital via Management For For
cancellation of repurchased shares
E.17 Amend Article 15 of the Bylaws regarding the Management For For
Audit Committee
E.18 Grant authority for the filing of required Management For For
documents/other formalities
- --------------------------------------------------------------------------------
SYNGENTA AG
SECURITY H84140112 MEETING TYPE Annual General Meeting
TICKER SYMBOL SYENF.PK MEETING DATE 21-Apr-2009
ISIN CH0011037469 AGENDA 701857433 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING-525733,
INCLUDING THE AGENDA. TO BE ELIGIBLE TO VOTE
AT THE UPCOMING MEETING,-YOUR SHARES MUST BE
RE-REGISTERED FOR THIS MEETING. IN ADDITION,
YOUR NAME MAY-BE PROVIDED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER. PLEASE
CONTACT YOUR-GLOBAL CUSTODIAN OR YOUR CLIENT
SERVICE REPRESENTATIVE IF YOU HAVE ANY
QUESTI-ONS OR TO FIND OUT WHETHER YOUR
SHARES HAVE BEEN RE-REGISTERED FOR THIS
MEETIN-G. THANK YOU.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 545665 DUE TO RECEIPT OF
A-DDTIONAL RESOLUTIONS. ALL VOTES RECEIVED
ON THE PREVIOUS MEETING WILL BE DISRE-GARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
1. Approve the annual report including annual Management No Action
financial statements, the compensation
report and the group consolidated financial
statements for the year 2008
2. Grant discharge to the Members of the Board Management No Action
of Directors and the Executive Committee
3. Approve to reduce the share capital by Management No Action
cancellation of repurchased shares
4. Approve the appropriation of the balance Management No Action
sheet profit 2008 and dividend decision
5.1 Re-elect Mr. Peggy Bruzelius as a Director Management No Action
for a term of 3 years
5.2 Re-elect Mr. Pierre Landolt as a Director Management No Action
for a term of 3 years
5.3 Re-elect Mr. Juerg Witmer as a Director for Management No Action
a term of 3 years
5.4 Elect Mr. Stefan Borgas as a Director for a Management No Action
term of 3 years
5.5 Elect Mr. David Lawrence as a Director for a Management No Action
term of 3 years
6. Elect the Auditors Management No Action
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 12
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
BOUYGUES, PARIS
SECURITY F11487125 MEETING TYPE Annual General Meeting
TICKER SYMBOL EN.PA MEETING DATE 23-Apr-2009
ISIN FR0000120503 AGENDA 701838457 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT THIS IS A MIX MEETING. Non-Voting
THANK YOU.
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your
Client Service Representative-to obtain the
necessary card, account details and
directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting
instructions will-be forwarded to the Global
Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Gl-obal 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 FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
O.1 Approve the financial statements and Management For For
statutory reports
O.2 Approve the accept consolidated financial Management For For
statements and statutory reports
O.3 Approve the allocation of income and Management For For
dividends of EUR 1.60 per share
O.4 Receive the Auditors special report Management For For
regarding related party transactions
O.5 Re-elect Mr. Martin Bouygues as a Director Management For For
O.6 Re-elect Mr. Francis Bouygues as a Director Management For For
O.7 Re-elect Mr. Pierre Barberis as a Director Management For For
O.8 Re-elect Mr. Francois Bertiere as a Director Management For For
O.9 Re-elect Mr. Georges Chodron De Courcel as a Management For For
Director
O.10 Re-appoint Ernst and Young audit as the Management For For
Auditor
O.11 Appoint Auditex as the Alternate Autditor Management For For
O.12 Grant authority for the repurchase of up to Management For For
10% of issued share capital
E.13 Approve the reduction in share capital via Management For For
cancellation of repurchased shares
E.14 Grant authority for the issuance of equity Management For For
or equity linked securities with preemptive
rights up to aggregate nominal amount of EUR
150 million
E.15 Grant authority for the capitalization of Management For For
reserves of up to EUR 4 billion for bond
issue or increase in par value
E.16 Grant authority for the issuance of equity Management For For
or equity-linked securities without
preemptive rights up to aggregate nominal
amount of EUR 150 million
E.17 Authorize the Board to increase capital in Management For For
the event of additional demand related to
delegation submitted to shareholders vote
under items 14 and 16
E.18 Authorize the Board to set issue price for Management For For
10% of issued capital per year pursuant to
issue authority without preemptive rights
E.19 Grant authority for the capital increase up Management For For
to 10% of issued capital for future
acquisitions
E.20 Grant authority for the capital increase up Management For For
to aggregate nominal amount of EUR 150
million for future exchange offers
E.21 Approve the employee Stock Purchase Plan Management For For
E.22 Grant authority for the issuance of equity Management For For
upon conversion of a subsidiary
equity-linked securities up to EUR 150
million
E.23 Approve the issuance of securities Management For For
convertible into debt up to an aggregate
amount of EUR 5 billion
E.24 Authorize the Board to issue free warrants Management For For
with preemptive rights during a public
tender offer
E.25 Approve to allow the Board to use all Management For For
outstanding capital authorizations in the
event of a public tender
E.26 Grant authority for filing of required Management For For
documents/other formalities
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 13
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
SCHRODERS PLC, LONDON
SECURITY G7860B102 MEETING TYPE Annual General Meeting
TICKER SYMBOL SDR.L MEETING DATE 23-Apr-2009
ISIN GB0002405495 AGENDA 701856215 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive the Directors report and the Management For For
accounts of the Company for the YE 31 DEC
2008
2. Approve a final dividend of 21.0 pence per Management For For
share on the ordinary shares and on the
non-voting ordinary shares as recommended by
the Directors be declared payable on 30 APR
2009 to shareholders on the register on 20
FEB 2009
3. Approve the remuneration report for the YE Management For For
31 DEC 2008
4. Elect Lord Howard of Penrith as a Director Management For For
of the Company, who retires in accordance
with Article 79
5. Elect Mr. Phillip Mallinckrodt as a Director Management For For
of the Company, who retires in accordance
with Article 79
6. Re-elect Mr. Luc Bertrand as a Director a Management For For
Director of the Company, who retires in
accordance with Article 80
7. Re-elect Mr. Alan Brown as a Director a Management For For
Director of the Company, who retires in
accordance with Article 80
8. Re-elect Mr. Kevin Parry as a Director a Management For For
Director of the Company, who retires in
accordance with Article 80
9. Re-elect Mr. Bruno Schroder as a Director a Management For For
Director of the Company, who retires having
served more than 9 years as a Director
10. Re-elect Sir Peter Job as a Director a Management For For
Director of 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 office from
the conclusion of this meeting until the
conclusion of next general meeting at which
accounts are laid before the Company in
accordance with Section 437 of the Companies
Act 2006
12. Authorize the Directors to fix the Management For For
remuneration of PricewaterhouseCoopers LLP
as the Auditors of the Company
13. Authorize the Directors of the Company, to Management For For
allot relevant securities up to an aggregate
nominal amount of GBP 5,000,000; [Authority
expires whichever is earlier at the
conclusion of the AGM of the Company after
passing this resolution or 01 MAY 2010]; and
the Directors may allot relevant securities
in pursuance of such an offer or agreement
as if the authority conferred has not
expired for the purposes of this authority
the expression relevant securities shall
mean relevant securities as defined in
Section 80 of the Companies Act 1985 but
shall not in any circumstances include
ordinary shares [as specified]
S.14 Grant authority for the purchase own shares Management For For
S.15 Notice of general meetings Management For For
- --------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY
SECURITY H57312649 MEETING TYPE Annual General Meeting
TICKER SYMBOL NSRGF.PK MEETING DATE 23-Apr-2009
ISIN CH0038863350 AGENDA 701860909 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING-525807,
INCLUDING THE AGENDA. TO BE ELIGIBLE TO VOTE
AT THE UPCOMING MEETING,-YOUR SHARES MUST BE
RE-REGISTERED FOR THIS MEETING. IN ADDITION,
YOUR NAME MAY-BE PROVIDED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER. PLEASE
CONTACT YOUR-GLOBAL CUSTODIAN OR YOUR CLIENT
SERVICE REPRESENTATIVE IF YOU HAVE ANY
QUESTI-ONS OR TO FIND OUT WHETHER YOUR
SHARES HAVE BEEN RE-REGISTERED FOR THIS
MEETIN-G. THANK YOU.
1.1 Receive the 2008 annual report, financial Management No Action
statements of Nestle SA and consolidated
financial statements of the Nestle Group,
reports of the statutory Auditors
1.2 Receive the 2008 compensation report Management No Action
2. Approve to release the Members of the Board Management No Action
of Directors and the Management
3. Approve the appropiration of profits Management No Action
resulting from the balance sheet of Nestle
S.A. and Dividends of CHF 1.40 per share
4.1.1 Re-elect Mr. Daniel Borel to the Board of Management No Action
Directors
4.1.2 Re-elect Mrs. Carolina Mueller Mohl to the Management No Action
Board of Directors
4.2 Elect KPMG S.A., Geneva branch as the Management No Action
Statutory Auditor for a term of 1 year
5. Approve to cancel 180,000,000 repurchased Management No Action
under the Share Buy-back Programme launched
on 24 AUG 2007 and reduce the share capital
by CHF 18,000,000
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 14
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
HEINEKEN N V
SECURITY N39427211 MEETING TYPE Annual General Meeting
TICKER SYMBOL HINKY.PK MEETING DATE 23-Apr-2009
ISIN NL0000009165 AGENDA 701901781 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 540564 DUE TO DELETION
OF-RESOLUTIONS ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND-YOU
WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
PLEASE NOTE THAT BLOCKING CONDITIONS FOR Non-Voting
VOTING AT THIS GENERAL MEETING ARE RE-LAXED
AS THERE IS A REGISTRATION DEADLINE / RECORD
DATE ASSOCIATED WITH THIS M-EETING. THANK
YOU.
Opening Non-Voting
1.A Adopt the financial statements for the FY Management For For
2008
1.B Approve the decision on the appropriation of Management For For
the balance of the income statement in
accordance with Article 12 paragraph 7 of
the Company's Articles of Association and
the distribution of retained earnings
1.C Grant discharge to the Members of the Management For For
Executive Board
1.D Grant discharge to the Members of the Management For For
Supervisory Board
2. Amend the Articles of Association Management For For
3.A Approve the extension and amendment of the Management For For
authorization of the Executive Board to
acquire own shares under which the maximum
number of shares that may be acquired will
remain limited to 10% of the issued share
capital of the Company
3.B Authorize the Executive Board to issue Management For For
[rights to] shares
3.C Authorize the Executive Board to restrict or Management For For
exclude shareholders' pre-emptive rights
5.A Re-appoint Mr. M. Das as a Member of the Management For For
Supervisory Board
5.B Re-appoint Mr. J. M. Hessels as a Member of Management For For
the Supervisory Board
5.C Appoint Mr. Ch. Navarre as a Member of the Management For For
Supervisory Board
Closing Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN NUMBERING. IF YOU HAVE AL-READY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECI-DE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
SAIPEM SPA, SAN DONATO MILANESE
SECURITY T82000117 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL SAPMF.PK MEETING DATE 24-Apr-2009
ISIN IT0000068525 AGENDA 701861658 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SE-COND
CALL ON 28 APR 2009. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN V-ALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT Y-OUR SHARES
WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
THE MEETING IS CANCELLED-. THANK YOU.
1. Approve the balance sheet as of 31 DEC 2008, Management No Action
consolidated balance sheet, Directors, Board
of Auditors and the Auditing Company reports
2. Approve the allocation of profit Management No Action
3. Approve to update the emoluments to Audit Management No Action
Company PricewaterhouseCoopers S.P.A.
- --------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA, ATHENS
SECURITY X1435J139 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL CCHBF.PK MEETING DATE 27-Apr-2009
ISIN GRS104003009 AGENDA 701879655 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Approve a share buy-back program in Management No Action
accordance with Article 16 of Codified Law
2190/1920
- --------------------------------------------------------------------------------
GALP ENERGIA,SA, LISBOA
SECURITY X3078L108 MEETING TYPE Annual General Meeting
TICKER SYMBOL GAL.LS MEETING DATE 27-Apr-2009
ISIN PTGAL0AM0009 AGENDA 701896093 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 540545 DUE TO ADDITION
OF-RESOLUTION. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND-YOU
WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Approve to resolve on the management Management No Action
consolidated report, individual and
consolidated accounts, for the year 2008, as
well as remaining reporting documents
2. Approve to resolve on the Company's Management No Action
Governance report
3. Approve to resolve on the proposal for Management No Action
application of profits
4. Approve to resolve on a general appraisal of Management No Action
the Company Management and Supervision
5. Elect the Secretary of the Board of the Management No Action
general meeting for the 2008-2010 period
6. Approve to resolve on the amendment to Management No Action
Article 10 N. 3 of the Companys Articles of
Association
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 15
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
ALLIANZ SE, MUENCHEN
SECURITY D03080112 MEETING TYPE Annual General Meeting
TICKER SYMBOL AZM MEETING DATE 29-Apr-2009
ISIN DE0008404005 AGENDA 701857015 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
AS A CONDITION OF VOTING, GERMAN MARKET Non-Voting
REGULATIONS REQUIRE THAT YOU
DISCLOSE-WHETHER YOU HAVE A CONTROLLING OR
PERSONAL INTEREST IN THIS COMPANY. SHOULD
EI-THER 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
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 approved Annual Non-Voting
Financial Statements and the approved
Cons-olidated Financial Statements as of and
for the fiscal year ended December 31,-2008,
and of the Management Reports for Allianz SE
and for the Group, the Exp-lanatory Report
on the information pursuant to paragraph 289
(4), paragraph 31-5 (4) of the German
Commercial Code (Handelsgesetzbuch) as well
as the Report-of the Supervisory Board for
the fiscal year 2008
2. Appropriation of net earnings Management For For
3. Approval of the actions of the members of Management For For
the Management Board
4. Approval of the actions of the members of Management For For
the Supervisory Board
5. By-election to the Supervisory Board Management For For
6. Authorization to acquire treasury shares for Management For For
trading purposes
7. Authorization to acquire and utilize Management For For
treasury shares for other purposes
8. Authorization to use derivatives in Management For For
connection with the acquisition of treasury
shares pursuant to Paragraph 71 (1) no. 8 of
the German Stock Corporation Act
(Aktiengesetz)
9. Amendment to the Statutes in accordance with Management For For
Paragraph 67 German Stock Corporation Act
(Aktiengesetz)
10.A Other amendments to the Statutes: Management For For
Cancellation of provisions regarding the
first Supervisory Board
10.B Other amendments to the Statutes: Management For For
Anticipatory resolutions on the planned Law
on the Implementation of the Shareholder
Rights Directive (Gesetz zur Umsetzung der
Aktionaersrechterichtlinie)
11. Approval of control and profit transfer Management For For
agreement between Allianz SE and Allianz
Shared Infrastructure Services SE
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR Non-Voting
THIS MEETING. A LINK TO THE COUNTER
P-ROPOSAL INFORMATION IS AVAILABLE IN THE
MATERIAL URL SECTION OF THE APPLICATIO-N. IF
YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEN-D AND VOTE
YOUR SHARES AT THE COMPANYS MEETING.
- --------------------------------------------------------------------------------
ASTRAZENECA PLC, LONDON
SECURITY G0593M107 MEETING TYPE Annual General Meeting
TICKER SYMBOL ANZ.L MEETING DATE 30-Apr-2009
ISIN GB0009895292 AGENDA 701834839 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE "IN FAVOR" OR "AGAINST" FOR-BELOW
RESOLUTIONS. THANK YOU.
1. Receive the Company's accounts and the Management For For
reports of the Directors and the Auditor for
the YE 31 DEC 2008
2. Approve to confirm the first interim Management For For
dividend of USD 0.55 [27.8 pence, 3.34 SEK]
per ordinary share and confirm the final
dividend for 2008, the second interim
dividend of USD 1.50 [104.8 pence, SEK
12.02] per ordinary share
3. Re-appoint KPMG Audit Plc, London as the Management For For
Auditor
4. Authorize the Directors to agree the Management For For
remuneration of the Auditor
5.A Elect Mr. Louis Schweitzer 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 2010
5.B Elect Mr. David Brennan 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 2010
5.C Elect Mr. Simon Lowth 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 2010
5.D Elect Mr. Bo Angelin 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 2010
5.E Elect Mr. John Buchanan 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 2010
5.F Elect Mr. Jean Philippe Courtois as a Management For For
Director in accordance with Article 65 of
the Company's Articles of Association, who
will retire at the AGM in 2010
5.G Elect Mr. Jane Henney 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 2010
5.H Elect Mr. Michele Hooper 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 2010
5.I Elect Mr. Rudy Markham 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 2010
5.J Elect Ms. Dame Nancy Rothwell 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 2010
5.K Elect Ms. John Varley 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 2010
5.L 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 2010
6. Approve the Directors' remuneration report Management For For
for the YE 31 DEC 2008
7. Authorize the Company and make donations to Management For For
Political Parties to make donations to
Political Organizations other than political
parties; and 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
8. Authorize the Director to allot new shares Management For For
by Article 7.1 of the Company's Article of
Association renewed by the period commencing
on the date of the AGM of the Company in
2010 or, if earlier, on 30 JUN 2010, and
such period the Section 80 amount shall be
USD 120,636,176
S.9 To Authorise the directors to disapply Management For For
pre-emption rights.
S.10 Authorize the Company for the purpose of Management For For
Section 166 of the Companies Act 1985, to
make market purchases [Section 163 of the
Companies Act 1985] of ordinary shares of
USD 0.25 each in the capital of the Company
provided that: the maximum number of shares
which may be purchased is 144,763,412 the
minimum price [exclusive of expenses] which
may be paid for share is USD 0.25 the
maximum price which may be paid for a share
is an amount equal to 105% of the average of
the middle market values of the Company's
ordinary shares as derived from the daily
official list of the London Stock Exchange
for the 5 business days immediately
preceding the day on which such share is
contracted to be purchased [authority
expires the earlier of the conclusion of the
AGM of the Company in 2010 or 30 JUN 2010];
except in relation to the purchase of shares
the contract for which was concluded before
the expiry of such authority and which might
be executed wholly or partly after such
expiry
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 16
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
VIVENDI
SECURITY F97982106 MEETING TYPE Annual General Meeting
TICKER SYMBOL VIV.PA MEETING DATE 30-Apr-2009
ISIN FR0000127771 AGENDA 701836667 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT THIS IS AN MIX MEETING. Non-Voting
THANK YOU.
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly 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 b-e forwarded to the
Global Custodians that have become
Registered Intermediarie-s, on the Vote
Deadline Date. In capacity as Registered
Intermediary, the Glob-al Custodian will
sign the Proxy Card and forward to the local
custodian. If y-ou are unsure whether your
Global Custodian acts as Registered
Intermediary, p-lease contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
O.1 Approve the financial statements and Management For For
statutory reports
O.2 Approve the consolidated financial Management For For
statements and statutory reports
O.3 Approve the treatment of losses and Management For For
allocation of dividends of EUR 1.40 per share
O.4 Grant Authority for the payment of dividends Management For For
by shares
O.5 Approve the Auditors' special report Management For For
regarding related-party transactions
O.6 Approve the transaction with Jean-Bernard Management For For
Levy related to severance payments
O.7 Elect Mr. Maureen Chiquet as a Supervisory Management For For
Board Member
O.8 Elect Mr. Christophe De Margerie as a Management For For
Supervisory Board Member
O.9 Grant authority for the repurchase of up to Management For For
10% of issued share capital
E.10 Approve the reduction in share capital via Management For For
cancellation of repurchased shares
E.11 Grant authority for the issuance of equity Management For For
or equity-linked securities with preemptive
rights up to aggregate nominal amount of EUR
1.5 Billion
E.12 Grant authority for the issuance of equity Management For For
or equity-linked securities without
preemptive rights up to amount of EUR 800
million
E.13 Authorize the Board to increase capital in Management For For
the event of additional demand related to
delegation submitted to shareholder vote
under items 11 and 12
E.14 Grant authority to the capital increase of Management For For
up to 10% of issued capital for future
acquisitions
E.15 Approve the Employees Stock Option Plan Management For For
E.16 Approve the Stock Purchase Plan reserved for Management For For
Employees of International Subsidiaries
E.17 Grant authority for the capitalization of Management For For
reserves of up to EUR 800 million for bonus
issue or increase in par value
E.18 Grant authority for the filing of required Management For For
documents/other formalities
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 17
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS
SECURITY F90676101 MEETING TYPE MIX
TICKER SYMBOL TEC.PA MEETING DATE 30-Apr-2009
ISIN FR0000131708 AGENDA 701867472 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your
Client Service Representative-to obtain the
necessary card, account details and
directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting
instructions will-be forwarded to the Global
Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Gl-obal 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 FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
O.1 Receive the report of the Board of Directors Management For For
and the Auditors' report, the Company's
financial statements for the year 2008, as
presented, showing income of EUR
250,881,144.87
O.2 Acknowledge the distributable income of EUR Management For For
250,811,144.87 allocated as follows: global
dividend: EUR 127,501,704.00, the remaining
balance of the retained earnings
consequently, the shareholders will receive
a net dividend of EUR 1.20 per share, and
will entitle to the 40 % deduction provided
by the French general tax code. this
dividend will be paid on 12 MAY 2009 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 three financial years, the
dividends paid, were as follows: EUR 1.20
for FY 2007, EUR 2.10 and 1.05 for FY 2006,
EUR 0.92 for 2005
O.3 Receive the reports of the Board of Management For For
Directors and of the Auditors, the
consolidated financial statements for the
said financial year, in the form presented
to the meeting
O.4 Approve the special report of the Auditors Management For For
on agreements governed by Articles l.225-38
ET SEQ of the French commercial code,
acknowledges the conclusions of this report
and the agreement entered into and the
commitments authorized during the 2009 FY
referred to therein
O.5 Approve the special report of the Auditors Management For For
on agreements governed by Articles L225-38
ET SEQ. the French commercial code,
acknowledges the conclusions of this report
and approve the agreement entered into
during the 2008 FY referred to therein
O.6 Approve the special report of the Auditors Management For For
on agreements governed by Article l.225-38
ET SEQ. of the French commercial code,
acknowledges the conclusions of this report
and the agreement previously entered into
and which remained in force in 2008 referred
to therein
O.7 Approve to renew the appointment of Mr. Management For For
Jean-Pierre Lamoure as a Director for a
4-year period
O.8 Approve to renew the appointment Mr. Daniel Management For For
Lebegue as a Director for a 4-year period
O.9 Approve to renew the appointment Mr. Bruno Management For For
Weymuller as a Director for a 4-year period
O.10 Appoint Mr. Gerard Hauser for a 4-year period Management For For
O.11 Appoint Mr. Marwan Lahoud as a Director for Management For For
a 4-year period
O.12 Appoints Mr. Joseph Rinaldi as Director for Management For For
a 4-year period
O.13 Approve the shareholders' meeting to Management For For
resolves toward total annual fees of EUR
440,000.00 to the Board of Directors
O.14 Authorizes the Board of Directors, one or Management For For
more occasions, to trade in the Company's
shares on the stock market subject to the
conditions described below: maximum purchase
price: EUR 60.00, maximum number of shares
to be acquired: 10% of the share capital
this authorization is given for an 18-month
period the shareholders' meeting delegates
all powers to the Board of Directors to take
all necessary measures and accomplish all
necessary formalities this delegation of
powers supersedes any and all earlier
delegations to the same effect and the one
granted by the ordinary shareholders'
meeting of 06 MAY2008 in its resolution 7
E.15 Authorize the Board of Directors to increase Management For For
the capital, on one or more occasions, in
France or abroad, by a maximum amount of EUR
37,500,000.00, by issuance, with preferred
subscription rights maintained of shares or
any securities giving access to the share
capital the shareholders' meeting also
delegates to the Board of Directors the
necessary powers to issue securities giving
right to the allocation of debt securities
the overall amount of debt securities giving
access to the share capital or giving right
to the allocation of debt securities which
may be issued shall not exceed EUR
2,500,000,000.00 this authorization is
granted for a 26- month period the
shareholders' meeting delegates all powers
to the board of directors to take all
necessary measures and accomplish all
necessary formalities this delegation
supersedes the delegation granted by the
extraordinary shareholders' meeting of 27
APR 2007 in its resolution 20
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 18
GAMCO International Growth Fund, Inc.
E.16 Authorize the Board of Directors to increase Management For For
the capital, on one or more occasions, in
France or abroad, by a maximum amount of EUR
12,000,000.00, by issuance by way of a
public offering or an offer governed by
paragraph ii of Article l. 411-2 of the
monetary and financial code, with
cancellation of the preferred subscription
rights of shares or any securities giving
access to the share capital this amount
shall count against the ceiling of EUR
37,500,000.00 set forth in resolution 15 the
shareholders' meeting also delegates to the
Board of Directors the necessary powers to
issue securities giving right to the
allocation of debt securities the overall
amount of debt securities giving access to
the share capital or giving right to the
allocation of debt securities which may be
issued shall not exceed EUR
2,5500,000,000.00 this amount shall count
against the ceiling of EUR 2,500,000,000.00
set forth in resolution 15 the securities
may be issued in consideration for
securities tendered in a public exchange
offer initiated by the company concerning
the shares of another Company this
authorization is granted in the limit and in
accordance with Article l.225-148 of the
French commercial code this authorization is
granted for a 26-month period; it supersedes
the delegation granted by the extraordinary
shareholders' meeting of 27 APR 2007 in its
resolution 21 the shareholders' meeting
delegates all powers to the Board of
Directors to take all necessary measures and
accomplish all necessary formalities
E.17 Authorizes the Board of Directors to Management For For
increase the share capital, on one or more
occasions, in favour of employees of French
or foreign companies and related companies
who are members of a company savings plant
his delegations given for a 26-month period
and for a nominal amount that shall not
exceed 2 per cent of the share capital the
amount of the capital increases which may be
carried out by the virtue of the present
delegation shall count
against the ceiling of EUR 37,500,000.00 set
forth in resolution 15 the shareholders'
meeting delegates all powers to the Board of
Directors to take all necessary measures and
accomplish shall necessary formalities the
shareholders' meeting delegates 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 one
tenth of the new capital after each increase
this delegation supersedes the delegation
granted by the extraordinary shareholders'
meeting of 27APR 2007 in its resolution 25
E.18 Authorizes the Board of Directors to grant, Management For For
for free, on one or more occasions, existing
shares, in favour of the employees of the
Company technip, and employees and corporate
officers of related companies; they may not
represent more than 1% of the share capital
the present delegation is given for a
24-month period the shareholders' meeting
delegates all powers to the Board of
Directors to take all necessary measures and
accomplish all necessary formalities this
authorization of powers supersedes any and
all earlier authorizations to the same effect
E.19 Adopt the resolution 18 of the present Management For For
meeting, the shareholders' meeting
authorizes the Board of Directors to grant,
for free, on one or more occasions, existing
shares, in favour of the Board of Directors'
chairman and the general manager of the
Company, corporate officer of the company.
they may not represent more than 0.03% of
the share capital the present delegation is
given for a 24-month period the
shareholders' meeting delegates all powers
to the Board of Directors to take all
necessary measures and accomplish all
necessary formalities this authorization
supersedes any and all earlier
authorizations to the same effect
E.20 Authorize the Board of Directors to grant, Management For For
in one or more transactions, to the
employees and corporate officers of the
company and related companies, options
giving the right either to subscribe for new
shares in the company to be issued through a
share capital increase, or to purchase
existing shares purchased by the Company, it
being provided that the options shall not
give rights to a total number of shares
which shall exceed 1% of the share capital
the present authorization is granted for a
24-month period the shareholders' meeting
delegates all powers to the Board of
Directors to take all necessary measures and
accomplish all necessary formalities
E.21 Adopt the resolution 20 of the present Management For For
meeting, authorize the Board of Directors to
grant, in one or more transactions, to the
chairman of the Board of Directors and, or
the general manager, corporate officer of
the Company, 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
0.10 % of the capital the present
authorization is granted for a 24-month
period; it supersedes any and all earlier
delegations to the same effect the
shareholders' meeting delegates all powers
to the board of directors to take all
necessary measures and accomplish all
necessary formalities
O.22 Grants full powers to the bearer of an Management For For
original, a copy or extract of the minutes
of this meeting to carry out all filings
publications and other formalities
prescribed by law
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 19
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
SMITH & NEPHEW GROUP P L C
SECURITY G82343164 MEETING TYPE Annual General Meeting
TICKER SYMBOL SN.L MEETING DATE 30-Apr-2009
ISIN GB0009223206 AGENDA 701870506 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Adopt the report and accounts Management For For
2. Approve the remuneration report Management For For
3. Approve to confirm the interim dividends Management For For
4. Re-elect Mr. David Lllingworth Management For For
5. Re-elect Mr. Joseph Papa Management For For
6. Re-elect Dr. Rolf Stomberg Management For For
7. Re-appoint the Auditors Management For For
8. Authorize the Directors to determine the Management For For
remuneration of the Auditors
9. Approve to renew the Directors' authority to Management For For
allot shares
10. Amend the French Share Save Plan [2002] Management For For
11. Approve to renew the Directors' authority Management For For
for the disapplication of pre-emption rights
12. Authorize to renew the Directors' authority Management For For
limited to make market purchases of the
Company's own shares
13. Authorize the Directors to continue to call Management For For
general meetings, other than AGM, on 14
clear days' notice
- --------------------------------------------------------------------------------
BRITISH AMERN TOB PLC
SECURITY G1510J102 MEETING TYPE Annual General Meeting
TICKER SYMBOL BTAFF.PK MEETING DATE 30-Apr-2009
ISIN GB0002875804 AGENDA 701876712 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Adopt the receipt of the 2008 report and Management For For
accounts
2. Approve the 2008 remuneration report Management For For
3. Declare a final dividend for 2008 Management For For
4. Re-appoint the Auditors Management For For
5. Authorize the Directors to agree the Management For For
Auditors remuneration
6.1 Re-appoint Mr. Paul Adams as a Director Management For For
6.2 Re-appoint Mr. Jan Du Plessis as a Director Management For For
6.3 Re-appoint Mr. Robert Lerwill as a Director Management For For
6.4 Re-appoint Sir Nicholas Scheele as a Director Management For For
7. Re-appoint Mr. Gerry Murphy as a Director Management For For
since the last AGM
8. Approve to renew the Directors authority to Management For For
allot shares
S.9 Approve to renew the Directors authority to Management For For
disapply pre-emption rights
S.10 Authorize the Company to purchase its own Management For For
shares
11. Grant authority to make donations to Management For For
political organizations and to incur
political expenditure
S.12 Approve the notice period for general Management For For
meetings
S.13 Adopt the new Article of Associations Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TYPE OF RESOLUTIONS. IF Y-OU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
HENNES & MAURITZ AB
SECURITY W41422101 MEETING TYPE Annual General Meeting
TICKER SYMBOL HNNMY.PK MEETING DATE 04-May-2009
ISIN SE0000106270 AGENDA 701876902 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S 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 Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE
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 ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION IN SWEDEN. THANK YOU.
1. Opening of the meeting Management For For
2. Elect Mr. Sven Unger as the Chairman of the Management For For
meeting
3. Receive the President's report and allow for Management For For
questions
4. Approve the list of shareholders Management For For
5. Approve the agenda of meeting Management For For
6. Approve to designate inspector(s) of minutes Management For For
of meeting
7. Acknowledge the proper convening of the Management For For
meeting
8.A Receive the financial statements and Management For For
statutory reports and the information about
remuneration guidelines
8.B Receive the Auditor's and Auditing Management For For
Committee's reports
8.C Receive the Chairman's report about the Management For For
Board work
8.D Receive the report of the Chairman of the Management For For
Nominating Committee
9.A Approve the financial statements and Management For For
statutory reports
9.B Approve to allocate the income and dividends Management For For
of SEK 15.50 per share
9.C Approve the discharge of the Board and the Management For For
President
10. Approve to determine the number of Board Management For For
Members at 9 without Deputies
11. Approve the remuneration of the Directors in Management For For
the amount of SEK 1.4 million to the
Chairman and SEK 375,000 to other Directors;
the remuneration to the Committee Members
and the remuneration of the Auditors
12. Re-elect Messrs. Mia Livfors, Lottie Management For For
Knutson, Sussi Kvart, Bo Lundquist, Stig
Nordfelt, Stefan Persson [Chair] and Melker
Schoerling as the Directors
13. Ratify Ernst Young as the Auditor for a 4 Management For For
year period
14. Elect Messrs. Stefan Persson, Lottie Tham, Management For For
Staffan Grefbaeck, Jan Andersson and Peter
Lindell as the Members of Nominating
Committee
15. Approve the remuneration policy and other Management For For
terms of employment for the Executive
Management
16. Closing of the meeting Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 20
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
XSTRATA PLC, LONDON
SECURITY G9826T102 MEETING TYPE Annual General Meeting
TICKER SYMBOL XTA.L MEETING DATE 05-May-2009
ISIN GB0031411001 AGENDA 701858283 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. 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 2008
2. Approve the Directors' remuneration report Management For For
[as specified] for the YE 31 DEC 2008
3. Re-elect Mr. Ivan Glasenberg as an Executive Management For For
Director of the Company retiring in
accordance with Article 128 of the Company's
Articles of Association
4. Re-elect Mr. Trevor Reid as an Executive Management For For
Director of the Company retiring in
accordance with Article 128 of the Company's
Articles of Association
5. Re-elect Mr. Santiago Zaidumbide as an Management For For
Executive Director of the Company retiring
in accordance with Article 128 of the
Company's Articles of Association
6. Elect Mr. Peter Hooley as a Non-Executive Management For For
Director of the Company on the
recommendation of the Board, in accordance
with Article 129 of the Company's Articles
of Association
7. Re-appoint Ernst & Young LLP as Auditors to Management For For
the Company to hold office until the
conclusion of the next general meeting at
which accounts are laid before the Company
and to authorize the Directors to determine
the remuneration of the Auditors
8. Authorize the Directors to allot relevant Management For For
securities [as specified in the Companies
Act 1985]; a) up to a nominal amount of USD
488,835,270 [equivalent to 977,670,540
ordinary shares of USD 0.50 each in the
capital of the Company; and b) comprising
equity securities [as specified in the
Companies Act 1985] up to a nominal amount
of USD 977,670,540 [equivalent to
1,955,341,080 ordinary shares of USD 0.50
each in the capital of the Company]
[including within such limit any shares
issued under this Resolution] in connection
with an offer by way of a rights issue: i)
to ordinary shareholders in proportion [as
nearly as may be practicable] to their
existing holdings; and ii) to people who are
holder of other equity securities if this is
required by the rights of those securities
or, if the Board considers it necessary, as
permitted by the rights of those securities,
and so that the Directors may impose any
limits or restrictions and make any
arrangements which it considers necessary or
appropriate to deal with treasury shares,
fractional entitlements, record dates,
legal, regulatory or practical problems in,
or under the laws of, any territory or any
other matter; [Authority expires the earlier
of the conclusion of the next AGM]; 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.9 Authorize the Directors of all existing Management For For
authorities and provided resolution 8 is
passed, to allot equity securities [as
specified 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 restriction
in Section 89(1) of the Companies Act 1985,
such power to be limited: a) to the
allotment of equity securities in connection
with an offer of equity securities [but in
the case of the authority granted under
resolution 8(B), by way of
rights issue only]; i) to ordinary
shareholders in proportion [as need as may
be practicable] to their existing holdings;
and ii) to people who are holders of other
equity securities, if this is required by
the rights of those securities or, if
Directors consider if necessary, as
permitted by the rights of those securities,
or appropriate to deal with treasury shares,
fractional entitlements, record dates,
legal, regulatory or practical problems in,
or under the laws of, any territory, or any
other matter and; b) in the case of the
authority granted under resolution 8(A), to
the allotment of equity securities up to a
nominal amount of USD 73,325,290.50
[equivalent to 146,650,581 ordinary share of
USD 0.50 each in the capital of the
Company]; [Authority expires until 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
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF CONSERVATIVE CUT-OFF DAT-E. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FOR-M UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 21
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
AXA ASIA PACIFIC HOLDINGS LTD
SECURITY Q12354108 MEETING TYPE Annual General Meeting
TICKER SYMBOL AXAPF.PK MEETING DATE 06-May-2009
ISIN AU000000AXA5 AGENDA 701879263 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. To consider the financial report, Director's Non-Voting
report and the Auditor's report f-or the YE
31 DEC 2008
2.A Re-elect Mr. Paul Cooper as a Director, who Management For For
retires by rotation in accordance with AXA
APH's Constitution
2.B Re-elect Mr. Patrica Akopiantz as a Management For For
Director, who retires by rotation in
accordance with AXA APH's Constitution
2.C Elect Mr. Anthony Froggatt as a Director, Management For For
who retires by rotation in accordance with
AXA APH's Constitution
2.D Elect Mr. Peter Sullivan as a Director, who Management For For
retires by rotation in accordance with AXA
APH's Constitution
3. Adopt the remuneration report for the YE 31 Management For For
DEC 2008
PLEASE NOTE THAT AXA APH WILL DISGARD ANY Non-Voting
VOTE CAST ON THIS RESOLUTION BY MR.-ANDREW
PENN OR ANY OF HIS ASSOCIATES. THANK YOU.
4. Approve the grant to Mr. Andrew Penn [Group Management For For
Chief Executive] of up to 1,350,000
allocation rights such participation to be
in accordance with the terms of the AXA APH
Executive Performance Plan [Executive
Performance Plan]
PLEASE NOTE THAT AXA APH WILL DISGARD ANY Non-Voting
VOTE CAST ON THIS RESOLUTION BY ANY-OF THE
DIRECTORS AND THEIR ASSOCIATES. THANK YOU.
5. Approve, for the purposes of Article 12.13 Management For For
of the Constitution of AXA APH and Listing
Rule 10.17, the maximum aggregate amount
that may be paid to Non-Executive Directors
as remuneration for their services in any FY
to increase by USD 600,000 to 2,200,000
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT ANY INDIVIDUAL OR RELATED Non-Voting
PARTY TO ANY SPECIFIC VOTE EXCLUSIO-N WHICH
HAS OBTAINED BENEFIT OR DOES EXPECT TO
OBTAIN FUTURE BENEFIT SHOULD NO-T VOTE [OR
VOTE 'ABSTAIN'] FOR THE RELEVANT PROPOSAL
ITEMS. THANK YOU.
- --------------------------------------------------------------------------------
CRH PLC
SECURITY G25508105 MEETING TYPE Annual General Meeting
TICKER SYMBOL CRHCF.PK MEETING DATE 06-May-2009
ISIN IE0001827041 AGENDA 701880230 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive the financial statement and report Management For For
of Directors and the Auditors
2. Declare a dividend Management For For
3.a Re-elect Mr. W.P. Egan as a Director Management For For
3.b Re-elect Mr. J.M. De Jong as a Director Management For For
3.c Re-elect Mr. M. Lee as a Director Management For For
3.d Re-elect Mr. G.A. Culpepper as a Director Management For For
3.e Re-elect Mr. A. Manifold as a Director Management For For
3.f Re-elect Mr. W.I. O'mahony as a Director Management For For
3.g Re-elect Mr. M.S. Towe as a Director Management For For
4. Approve the remuneration of the Auditors Management For For
5. Approve to increase the authorized share Management For For
capital
6. Grant authority to allot shares Management For For
7. Approve the disapplication of pre-emption Management For For
rights
8. Grant authority to purchase own ordinary Management For For
shares
9. Amend the Articles of Association re Management For For
Treasury Shares
10. Grant authority to re-issue Treasury Shares Management For For
11. Grant authority to allot shares in lieu of Management For For
cash dividends
12. Approve the notice period for EGM Management For For
13. Amend the Articles of Association Management For For
- --------------------------------------------------------------------------------
STANDARD CHARTERED PLC, LONDON
SECURITY G84228157 MEETING TYPE Annual General Meeting
TICKER SYMBOL STAN.L MEETING DATE 07-May-2009
ISIN GB0004082847 AGENDA 701867547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive the report and accounts Management For For
2. Declare a final dividend of 42.32 US Cents Management For For
per ordinary share
3. Approve the Directors' remuneration report Management For For
4. Re-elect Mr. Jamie F. T. Dundas as a Management For For
Non-Executive Director
5. Re-elect Mr. Rudolph H. P. Markham as a Management For For
Non-Executive Director
6. Re-elect Ms. Ruth Markland as a Management For For
Non-Executive Director
7. Re-elect Mr. Richard H. Meddings as an Management For For
Executive Director
8. Re-elect Mr. John W. Peace as a Management For For
Non-Executive Director
9. Elect Mr. Steve Bertamini who was appointed Management For For
as an Executive Director
10. Elect Mr. John G. H. Paynter who was Management For For
appointed as an Non- Executive Director
11. Re-appoint KPMG Audit Plc as the Auditors of Management For For
the Company
12. Approve to set the Auditors' fees Management For For
13. Authorize the Company and its Subsidiaries Management For For
to make EU Political Donations to Political
Parties or Independent Election Candidates,
to Political Organizations Other than
Political Parties and Incur EU Political
Expenditure up to GBP 100,000
14. Approve to increase the authorized share Management For For
capital
15. Authorize the Board to issue equity with Management For For
Rights up to GBP 316,162,105.50 [Relevant
Authorities and Share Dividend Scheme] and
additional amount of GBP 632,324,211 [Rights
Issue] after deducting any securities issued
under the relevant authorities and Share
Dividend Scheme
16. Approve to extend the Directors' authority Management For For
to issue equity with pre- emptive rights up
to aggregate nominal amount of USD
189,697,263 pursuant to Paragraph A of
Resolution 15 to include the shares
repurchased by the Company under authority
granted by Resolution 18
S.17 Grant authority for the issue of equity or Management For For
equity-linked securities without pre-emptive
rights up to aggregate nominal amount of USD
47,424,315.50
s.18 Grant authority to buyback 189,697,263 Management For For
ordinary shares for market purchase
s.19 Grant authority to buyback for market Management For For
purchase of 477,500 Preference Shares of
5.00 US Cents and 195,285,000 Preference
Shares of GBP 1.00
s.20 Adopt the new Articles of Association Management For For
s.21 Approve to call a general meeting other than Management For For
AGM on not less than 14 clear days' notice
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF CONSERVATIVE CUT-OFF AND-AMOUNTS.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PR-OXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 22
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
JARDINE MATHESON HLDGS LTD
SECURITY G50736100 MEETING TYPE Annual General Meeting
TICKER SYMBOL JARLF.PK MEETING DATE 07-May-2009
ISIN BMG507361001 AGENDA 701894861 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive and consider the financial Management For For
statements and the Independent Auditors
report for the YE DEC 31 2008, and to
declare a final dividend
2. Re-elect Mr. Jenkin Hui as a Director Management For For
3. Re-elect Mr. R. C. Kwok as a Director Management For For
4. Re-elect Mr. James Riley as a Director Management For For
5. Re-appoint the Auditors and authorize the Management For For
Directors to fix their remuneration
6. Authorize the Directors during the relevant Management For For
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 52.1
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 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 USD 7.8 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]
7. Authorize the Directors of the Company, to Management For For
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
specified in Resolution 6] 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]
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 23
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
TELE2 AB
SECURITY W95878117 MEETING TYPE Annual General Meeting
TICKER SYMBOL TLTZF.PK MEETING DATE 11-May-2009
ISIN SE0000314312 AGENDA 701890875 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S 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 Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE
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 NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VO-TE
OPTION. THANK YOU
1. Elect Mr. Lawyer Martin Borresen as a Non-Voting
Chairman of the AGM
2. Approve the voting list Non-Voting
3. Approve the agenda Non-Voting
4. Elect 1 or 2 persons to check and verify the Non-Voting
minutes
5. Approve to determine whether the meeting has Non-Voting
been duly convened
6. Receive the annual report and Auditors Non-Voting
report and of the consolidated financia-l
statements and the Auditors report on the
consolidated financial statements
7. Adopt the income statement and balance sheet Management For For
and of the consolidated income statement and
the consolidated balance sheet
8. Approve the ordinary dividend of SEK 3.50 Management For For
per share and an extraordinary dividend of
SEK 1.50 per share, in total SEK 5.00 per
share; the record date is proposed to be 14
MAY 2009
9. Grant discharge the liability of the Management For For
Directors of the Board and the Chief
Executive Officer
10. Approve the number of Directors of the Board Management For For
to be 8 and no deputy directors
11. Approve the remuneration to the Board of Management For For
Directors for the period until the close of
the next AGM shall amount to a total of SEK
5,125,000 of which SEK 1,200,000 shall be
allocated to the Chairman of the Board, SEK
600,000 to the Deputy Chairman of the Board
of Directors and SEK 450,000 to each of the
Directors of the Board and in total SEK
625,000 as remuneration for the work in the
committees of the Board of Directors; the
Nomination Committee proposes that for work
within the Audit Committee SEK 200,000 shall
be allocated to the Chairman and SEK 100,000
to each of the other three members. 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; the
remuneration to the Board of Directors is
therefore proposed to be unchanged, except
for the increase of SEK 150,000 in the
remuneration because of the
newly-established position Deputy Chairman
of the Board of Directors. Furthermore,
remuneration to the auditor shall be paid in
accordance with approved invoices
12. Re-elect Messrs. Mia Brunell Livfors, Vigo Management For For
Carlund, John Hepburn, Mike Parton, John
Shakeshaft, Cristina Stenbeck, Pelle
Tornberg and Jere Calmes as the Board of
Directors and Mr. Vigo Carlund as a Chairman
of the Board of Directors; elect Mr. Mike
Parton as a Deputy Chairman of the Board of
Directors
13. Approve the procedure of the Nomination Management For For
Committee as specified
14. Amend Section 9, second Paragraph, of the Management For For
Articles of Association as specified
15. Approve the guidelines on remuneration for Management For For
Senior Executives as specified
16.A Adopt the performance based Incentive Management For For
Programme [the Plan] as specified
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; the purpose of
the authorization and the reason for the
disapplication of the shareholders'
preferential rights in connection with the
issue of shares is to ensure delivery of
Class B shares to participants under the Plan
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; the
purpose of the repurchase is to ensure the
delivery of Class B shares under the Plan
16.D Approve to transfer Class B shares as Management For For
specified
17. Approve to reduce the Company's share Management For For
capital by a maximum of SEK 5,625,000 by
redemption, without repayment, of 4,500,000
Class B shares, which the Company has
repurchased; furthermore, the Board of
Directors proposes that the redemption
amount should be reserved to non-restricted
equity; according to the Companies Act, a
resolution to reduce the share capital may
only be executed after the Swedish Companies
Registration Office has registered the
resolution and after permission from the
Swedish Companies Registration Office or, if
disputed, Court
18. Authorize the Board of Directors to pass a Management For For
resolution on 1 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 NASDAQ OMX 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 as specified
19. Approve to reclassify their Class A shares Management For For
into Class B shares, upon which time one
Class A share shall be eligible for
reclassification into one Class B share; an
application for reclassification shall be
made during the period 12 MAY 2009 through
15 MAY 2009; the reclassification request
may include some or all of the shareholder's
Class A shares and should either state the
number of Class A shares that shall be
reclassified, or the fraction [stated in
percentage with no more than two decimals]
of the total number of votes in the company
that the Class A shareholder wants to hold
after the reclassification; an application
for reclassification shall be made in
writing to the Board Of Directors which will
thereafter handle the issue of
reclassification; such a request shall be
made on a special form which is to be sent
to owners of Class A shares whose holding
are registered in their own names well in
advance of 12 MAY 2009, as well as being
made available at the Company's premises and
on the Company's website
20. Closing of the meeting Non-Voting
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 24
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN
SECURITY D07112119 MEETING TYPE Annual General Meeting
TICKER SYMBOL BAYRYN.MX MEETING DATE 12-May-2009
ISIN DE0005752000 AGENDA 701832998 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
AS A CONDITION OF VOTING, GERMAN MARKET Non-Voting
REGULATIONS REQUIRE THAT YOU
DISCLOSE-WHETHER YOU HAVE A CONTROLLING OR
PERSONAL INTEREST IN THIS COMPANY. SHOULD
EI-THER 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 Non-Voting
THIS MEETING IS 21 APR 2009, WHEREAS-THE
MEETING HAS BEEN SETUP USING THE ACTUAL
RECORD DATE - 1 BUSINESS DAY. THI-S IS DONE
TO ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GE-RMAN LAW. THANK YOU
1. Presentation of the financial statements and Management For For
annual report for the 2008 FY with the
report of the Supervisory Board, the group
financial statements and group annual report
as well as the report by the Board of
Managing Directors and the proposal for the
appropriation of the distributable profit
resolution on the appropriation of the
distributable profit of EUR 1,070,080,515 as
follows: payment of a dividend of EUR 1.40
per no-par share the remaining amount shall
be carried forward, ex-dividend and payable
date: 13 MAY 2009
2. Ratification of the acts of the Board of Management For For
Managing Directors
3. Ratification of the acts of the Supervisory Management For For
Board
4. Authorization to acquire own shares the Management For For
Company shall be authorized to acquire own
shares of up to 10% of the Company's share
capital through the Stock Exchange or by way
of a public repurchase offer to all
shareholders, at prices not deviating more
than 10% from the market price of the
shares, on or before 11 NOV 2010; the shares
may be acquired by the Company's
subsidiaries or by third parties on the
Company's own account; the Board of Managing
Directors shall be authorized to dispose of
the shares in a manner other than through
the Stock Exchange or by way of a public
offer to all shareholders, at a price not
materially below the market price of the
shares, for up to 10% of the Company's
share capital; the Board of Managing
Directors shall be authorized, with the
consent of the Supervisory Board, to use the
shares in connection with mergers and
acquisitions, as Employee shares for
Employees and executives of the Company and
its affiliates, and to retire the shares, in
these cases shareholders subscription rights
shall be excluded
5. Resolution on the conversion of bearer Management For For
shares into registered shares, the
corresponding amendments to the Articles of
Association and the adjustment of
resolutions adopted by the shareholders
meeting in 2008; the shares of the Bayer AG
shall be converted from bearer into
registered shares; therefore, Section 4(1),
(2),(3),(5) and (6) and Section 15 (1) and
(2) of the Articles of Association and the
Resolutions under item 5A, 6A and 6B adopted
by the shareholders meetings in 2008 shall
be amended in respect of bearer shares being
replaced by registered shares
6. Approval of the transmission of data by Management For For
electronic means pursuant to Section 30(3)
of the Securities Trade Act and the
corresponding amendment to Section 3 of the
Articles of Association
7. Appointment of auditors for the 2009 FY and Management For For
the interim report: PricewaterhouseCoopers
AG, Essen
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 25
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
TULLOW OIL PLC
SECURITY G91235104 MEETING TYPE Annual General Meeting
TICKER SYMBOL TUWLF.PK MEETING DATE 12-May-2009
ISIN GB0001500809 AGENDA 701896283 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive and adopt the Company's annual Management For For
accounts for the FYE 31 DEC 2008 and the
associated reports of the Directors and the
Auditors
2. Declare a final dividend of 4.0p per Management For For
ordinary share for the FYE 31 DEC 2008
3. Receive and approve the Directors' Management For For
remuneration report for the FYE 31 DEC 2008
4. Elect Mr. Ann Grant as a Director Management For For
5. Elect Mr. Ian Springett as a Director Management For For
6. Re-elect Mr. Paul McDade as a Director Management For For
7. Re-elect Mr. Patrick Plunkett as a Director Management For For
8. Re-appoint Deloitte LLP as the Auditors of Management For For
the Company until the conclusion of the next
AGM of the Company and authorize the
Directors of the Company to determine their
remuneration
9. Approve to increase the authorized share Management For For
capital of the Company from GBP 100,000,000
to GBP 110,000,000 by the creation of an
additional 100,000,000 ordinary shares of
10p each having the rights attached to the
ordinary shares of 10p each set out in the
Articles of Association of the Company and
ranking pari passu in all respects with the
existing ordinary shares of 10p each in the
capital of the Company
10. Authorize the Directors, in substitution for Management For For
any existing authority, for the purpose of
Section 80 of the Companies Act 1985 [the
Act], to allot relevant securities [within
the meaning of that Section] up to an
aggregate nominal amount of GBP 26,693,653;
[Authority expires the earlier at the
conclusion of the next AGM in 2010 or on 30
JUN 2010]; and the Directors may allot
relevant securities after the expiry of this
authority in pursuance of such an offer or
agreement notwithstanding that the authority
conferred by this resolution has expired
S.11 Authorize the Directors, subject to the Management For For
passing of the Resolution 10, pursuant to
Section 95 of the Companies Act 1985 [as
amended] [the Act], in substitution for any
existing power under Section 95 of the Act,
but without prejudice to the exercise of any
such power prior to the date hereof, to
allot equity securities [Section 94(2) to
Section 94(3A) of the Act] for cash,
pursuant to the authority under the Section
80 of the Act conferred on the Directors by
Resolution 10, disapplying the statutory
pre-emption rights [Section 89(1) of the
Act], provided that this power shall be
limited to the allotment of equity
securities: a) in connection with or
pursuant to a rights issue, open offer or
any other offer or issue of such securities
in favor of ordinary shareholders; b) up to
an aggregate nominal amount of GBP
4,004,047; [Authority expires the earlier at
the conclusion of the next AGM in 2010 or on
30 JUN 2010]; 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; this
power applies to in relation to sale of
shares which is an allotment of equity
securities by virtue of Section 94(3A) of
the Act as if in this resolution the words
'pursuant to the authority under Section 80
of the Act conferred on the Directors by
Resolution 10 were omitted
S.12 Authorize the Company to hold general Management For For
meetings [other than an annual general
meetings] on no less than 14 Clear Days
notice; and [Authority expires at the
conclusion of the AGM of the Company held in
2010 or 30 JUN 2010]
S.13 Amend, with effect from 12.01 a.m. on 01 OCT Management For For
2009: the Articles of Association of the
Company by deleting all of the provisions of
the Company's Memorandum of Association
which, by virtue of Section 28 of the
Companies Act 2006, are to be treated as
part of the Company's Articles of
Association; the Articles of Association of
the Company by deleting all provisions
referred to in Paragraph 42 of Schedule 2 of
the Companies Act 2006 [Commencement No.8
Transitional Provisions and Savings] Order
2008 [Statutory Instrument 2008 No.2860];
and the Articles of Association of the
Company produced at the meeting, market 'A'
and initialed by the Chairman of the
purposes of identification, be adopted as
the Articles of Association of the Company
in substitution for, and to the exclusion of
the Articles of Association of the Company
existing at that date
- --------------------------------------------------------------------------------
CADBURY PLC
SECURITY G1843B107 MEETING TYPE Annual General Meeting
TICKER SYMBOL CDSCF.PK MEETING DATE 14-May-2009
ISIN GB00B2PF6M70 AGENDA 701877423 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive the 2008 financial statements and Management For For
the Directors' and Auditors' reports
2. Declare and approve the final dividend Management For For
3. Approve the Directors' remuneration Report Management For For
4. Re-elect Mr. Roger Carr as a Director Management For For
5. Re-elect Mr. Todd Stitzer as a Director Management For For
6. Elect Mr. Baroness Hogg as a Director Management For For
7. Elect Mr. Colin Day as a Director Management For For
8. Elect Mr. Andrew Bonfield as a Director Management For For
9. Re-appoint Deloitte LLP as the Auditors Management For For
10. Authorize the Directors to set the Auditors' Management For For
fees
11. Authorize the Directors to make political Management For For
donations and to incur political expenditure
12. Authorize the Directors to allot further Management For For
shares
S.13 Approve to disapply pre-emption rights Management For For
S.14 Authorize the Company to purchase its own Management For For
shares
S.15 Grant authority for the convening of general Management For For
meetings at 14 days' notice
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 26
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
CHRISTIAN DIOR SA, PARIS
SECURITY F26334106 MEETING TYPE MIX
TICKER SYMBOL CHDRF.PK MEETING DATE 14-May-2009
ISIN FR0000130403 AGENDA 701888729 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your
Client Service Representative-to obtain the
necessary card, account details and
directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting
instructions will-be forwarded to the Global
Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Gl-obal 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 FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
1. Receive the reports of the Board of Management For For
Directors, the Chairman of the Board of
Directors and the Auditors and approve the
Company's financial statements for the YE 31
DEC 2008, as presented
2. Receive the reports of the Board of Management For For
Directors and the Auditors and approve the
consolidated financial statements for the
said FY, in the form presented to the meeting
3. Receive the special report of the Auditors Management For For
on agreements governed by Article L.225-38
of the French Commercial Code and approve
the said report and the agreements referred
to therein
4. Approves the recommendations of the Board of Management For For
Directors and resolves that the in come for
the FY be appropriated as follows: earnings
for the FY: EUR 309,976,093.49 retained
earnings: EUR 28,183,337.41 representing a
distributable income of EUR 338,159,430.90
allocation: dividends: EUR 292,580,547.28
the balance to the retained earnings
account: EUR 45,578,883.62 i.e. a total
amount of EUR 338,159,430.90 the
shareholders will receive a net dividend of
EUR 1.61 per share, and will entitle to the
40% deduction provided by the French General
Tax Code; the shareholders' meeting reminds
that an interim dividend of EUR 0.44 was
already paid on 08 DEC 2008; the remaining
dividend of EUR 1.17 will be paid on 25 MAY
2009; 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 financial years, the
dividends paid, were as follows: EUR 1.16
for FY 2005 EUR 1.41 for FY 2006 EUR 1.61
for FY 2007
5. Ratify the co-optation of Mr. Renaud Donne Management For For
Dieu de Vabres as a Director, to replace Mr.
Raymond Wibaux, for the remainder of Mr.
Raymond Wibaux's term of office, i.e. until
the shareholders' meeting called to approve
in 2010 the financial statements for the
previous FY
6. Approve to renew the appointment of Mr. Eric Management For For
Guerlain as a Director for a 3-year period
7. Approve to renew the appointment of Mr. Management For For
Antoine Bernheim as a Director for a 3-year
period
8. Approve to renew the appointment of Mr. Management For For
Denis Dalibot as a Director for a 3-year
period
9. Approve to renew the appointment of Mr. Management For For
Christian de Labriffe as a Director for a
3-year period
10. Approve to renew the appointment of Mr. Management For For
Jaime de Marichalar y Saenz de Tejada as a
Director for a 3-year period
11. Approve to renew the appointment of Mr. Management For For
Alessandro Vallarino Gancia as a Director
for a 3-year period
12. Appoint Ernst and Young Audit as a Statutory Management For For
Auditor, for a 6-year period
13. Appoint Company Auditex as a Deputy Auditor, Management For For
for a 6-year period
14. Approve to renew the appointment of the firm Management For For
of Mazars as a Statutory Auditor for a
6-year period
15. Approve to renew the appointment of Mr. Management For For
Guillaume Potel as a Deputy Auditor for a
6-year period
16. Authorize the Board of Directors to trade, Management For For
by all means, in the Company's shares on the
stock market, subject to the conditions
described below: maximum purchase price: EUR
130.00, maximum number of shares to be
acquired: 18,172,704 shares, i.e. 10% of the
share capital, maximum funds invested in the
share buybacks: EUR 2,400,000,000.00;
[Authority expires at 18 month period]; this
delegation of powers supersedes the 1
granted by the combined shareholders'
meeting of 15 MAY 2008
E.17 Authorize the Board of Directors to reduce Management For For
the share capital, on 1 or more occasions,
by canceling all or part of the shares held
by the Company in connection with a Stock
Repurchase Plan, up to a maximum of 10% of
the share capital over a 24-month period;
[Authority expires at 18 month period]; it
supersedes the 1 granted by the
shareholders' meeting of 15 MAY 2008
E.18 Authorize the Board of Directors in order to Management For For
increase the share capital, in 1 or more
occasions: up to a maximum nominal amount of
EUR 80,000,000.00 by way of issuing, on the
French and, or the international market, by
way of a public offer, with preferential
subscription right maintained, ordinary
shares and, or securities giving access to
the capital or giving right to debt
securities, to be subscribed either in cash
or by the offsetting of debts; the nominal
amount of any capital increase resulting
from the issues decided by virtue of the
Resolutions 19, 21 and, or 22 shall count
against this amount; up to a maximum nominal
amount of EUR 80,000,000.00 by way of
capitalizing reserves, profits or premiums,
provided that such capitalization is all
owed by Law and under the by Laws, to be
carried out through the issue of bonus
shares or the raise of the par value of the
existing shares; [Authority expires at 26
month period]; it supersedes the 1 granted
by the shareholders' meeting of 10 MAY 2007
E.19 Authorize issuance of equity or equity Management For For
linked securities without preemptive rights,
with the possibility not to offer them to
the public, up to aggregate nominal amount
of EUR 80 Million
E.20 Authorize the Board to increase capital in Management For For
the event of additional demand related to
delegation submitted to shareholder vote
above
E.21 Authorize capital increase of up to EUR 80 Management For For
Million for future exchange offers
E.22 Authorize capital increase of up to 10% of Management For For
issued capital for future acquisitions
E.23 Authorize up to 3% of issued capital for use Management For For
in Stock Option Plan
E.24 Amend the Articles 10 and 17 of Bylaws Re: Management For For
shareholding requirements for the Directors
and double voting rights
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 27
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
SWIRE PAC LTD
SECURITY Y83310105 MEETING TYPE Annual General Meeting
TICKER SYMBOL 0019.HK MEETING DATE 14-May-2009
ISIN HK0019000162 AGENDA 701891726 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting
VOTE OF "ABSTAIN" WILL BE TREATED T-HE SAME
AS A "TAKE NO ACTION" VOTE. THANK YOU.
1. Declare a final dividends Management For For
2.A Re-elect Mr. C. D. Pratt as a Director Management For For
2.B Re-elect Mr. P. N. L. Chen as a Director Management For For
2.C Re-elect Mr. D. Ho as a Director Management For For
2.D Re-elect Mr. J. W. J. Hughes-Hallett as a Management For For
Director
2.E Re-elect Mr. C. K. M. Kwok as a Director Management For For
2.F Re-elect Mr. M. M. T. Yang as a Director Management For For
2.G Re-elect Mr. P. A. Kilgour as a Director Management For For
2.H Re-elect Mr. M. B. Swire as a Director Management For For
3. Re-appoint PricewaterhouseCoopers as the Management For For
Auditors and authorize the Directors to fix
their remuneration
4. Authorize the Directors of the Company, Management For For
during the relevant period to make on-market
share repurchases [within the meaning of the
code on share repurchases] the aggregate
nominal amount of any class of the Company's
shares which may be repurchased pursuant to
the this resolution above shall not exceed
10 % of the aggregate nominal amount of the
shares of that class in issue at the date of
passing this Resolution; and [Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiration of
the period within which the next AGM of the
Company is required by Law to be held]
5. Authorize the Directors of the Company, Management For For
during the Relevant Period to allot, issue
and deal with additional shares and to make
or grant offers, agreements and options
which will or might require the exercise of
such powers during or after the end of the
Relevant Period, the aggregate nominal
amount of shares of any class allotted or
agreed conditionally or unconditionally to
be allotted [whether pursuant to an option
or otherwise] by the Directors pursuant to
the approval in this resolution, otherwise
than pursuant to (i) a rights Issue or (ii)
any scrip dividend or similar arrangement
providing for the allotment of shares in
lieu of the whole or part of a dividend on
shares, shall not exceed the aggregate of 20
% of the aggregate nominal amount of the
shares of that class in issue at the date of
passing this Resolution provided that the
aggregate nominal amount of the shares 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; and [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]
- --------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG
SECURITY H83949133 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL URH.BE MEETING DATE 15-May-2009
ISIN CH0012255144 AGENDA 701907050 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 559363 DUE TO CHANGE IN VO-TING
STATUS AND ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS ME-ETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTI-CE. THANK
YOU.
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YO-UR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOU-NTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING-510411,
INCLUDING THE AGENDA. TO BE ELIGIBLE TO VOTE
AT THE UPCOMING MEETING,-YOUR SHARES MUST BE
RE-REGISTERED FOR THIS MEETING. IN ADDITION,
YOUR NAME MAY-BE PROVIDED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER. PLEASE
CONTACT YOUR-GLOBAL CUSTODIAN OR YOUR CLIENT
SERVICE REPRESENTATIVE IF YOU HAVE ANY
QUESTI-ONS OR TO FIND OUT WHETHER YOUR
SHARES HAVE BEEN RE-REGISTERED FOR THIS
MEETIN-G. THANK YOU.
1.1 Approve the 2008 annual report of the Board Management No Action
of Directors
1.2 Approve the 2008 financial statements Management No Action
[Balance Sheet, Income Statement and Notes]
and 2008 consolidated financial statements
1.3 Approve the Statutory Auditors' Report Management No Action
1.4 Approve the reports and the financial Management No Action
statements
2. Grant discharge to all Members of the Board Management No Action
of Directors for the FY 2008
3. Approve the appropriation of the net income Management No Action
as specified [the Group intends not to pay a
dividend to the subsidiaries of which it is
a 100% owner]
4. Appoint PricewaterhouseCoopers Ltd for Management No Action
another period of one year as Statutory
Auditors
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 28
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE
SECURITY F92124100 MEETING TYPE MIX
TICKER SYMBOL TTFNF.PK MEETING DATE 15-May-2009
ISIN FR0000120271 AGENDA 701919194 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir-ectly to
the sub custodian. Please contact your
Client Service Representative-to obtain the
necessary card, account details and
directions. The followin-g applies to Non-
Resident Shareowners: Proxy Cards: Voting
instructions will-be forwarded to the Global
Custodians that have become Registered
Intermediar-ies, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Gl-obal 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 FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN-D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 519433 DUE TO ADDITION
OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AN-D
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 Approve the financial statements and Management For For
statutory reports
O.2 Approve the consolidated financial Management For For
statements and statutory reports
O.3 Approve the allocation of income and Management For For
dividends of EUR 2.28 per share
O.4 Approve the Special Auditors' report Management For For
presenting ongoing related party transactions
O.5 Approve transaction with Mr. Thierry Management For For
Desmarest
O.6 Approve transaction with Mr. Christophe De Management For For
Margerie
O.7 Authorize to repurchase of up to 10% of Management For For
issued share capital
O.8 Re-elect Ms. Anne Lauvergeon as a Director Management For For
O.9 Re-elect Mr. Daniel Bouton as a Director Management For For
O.10 Re-elect Mr. Bertrand Collomb as a Director Management For For
O.11 Re-elect Mr. Christophe De Margerie as a Management For For
Director
O.12 Re-elect Mr. Michel Pebereau as a Director Management For For
O.13 Elect Mr. Patrick Artus as a Director Management For For
E.14 Amend the Article 12 of the Bylaws regarding Management For For
age limit for the Chairman
A. Approve the statutory modification to Management For For
advertise individual allocations of stock
options and free shares as provided by law
B. Approve the statutory modification relating Management For For
to a new procedure for appointing the
employee shareholder in order to enhance its
representativeness and independence
C. Grant authority to freely allocate the Management For For
Company's shares to all the employees of the
group
- --------------------------------------------------------------------------------
CHINA MOBILE LTD
SECURITY Y14965100 MEETING TYPE Annual General Meeting
TICKER SYMBOL 0941.HK MEETING DATE 19-May-2009
ISIN HK0941009539 AGENDA 701878401 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL THE
RESOLUTIONS.THANK YOU.
1. Receive the audited financial statements and Management For For
the reports of the Directors and the
Auditors of the Company and its subsidiaries
for the YE 31 DEC 2008
2. Declare a final dividend for the YE 31 DEC Management For For
2008
3.1 Re-elect Mr. Wang Jianzhou as a Director Management For For
3.2 Re-elect Mr. Zhang Chunjiang as a Director Management For For
3.3 Re-elect Mr. Sha Yuejia as a Director Management For For
3.4 Re-elect Mr. Liu Aili as a Director Management For For
3.5 Re-elect Mr. Xu Long as a Director Management For For
3.6 Re-elect Mr. Moses Cheng Mo Chi as a Director Management For For
3.7 Re-elect Mr. Nicholas Jonathan Read as a Management For For
Director
4. Re-appoint Messrs. KPMG as the Auditors and Management For For
to authorize the Directors to fix their
remuneration
5. Authorize the Directors during the relevant Management For For
period of all the powers of the Company to
purchase shares of 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 earlier at the conclusion
of the next AGM of the meeting or the
expiration of period within which the next
AGM of the Company is required by law to be
held]
6. Authorize the Directors to exercise full Management For For
powers of the Company to allot, issue and
deal 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; (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 the
aggregate of: (a) 20% of the aggregate
nominal amount of the share capital of the
Company in issue at the date of passing this
resolution, plus (b) [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 earlier at
the conclusion of the next AGM of the
meeting or the expiration of period within
which the next AGM of the Company is
required by law to be held]
7. Authorize the Directors of the Company to Management For For
exercise the powers of the Company referred
to in the resolution as specified in item 6
in the notice of this meeting in respect of
the share capital of the Company as specified
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 29
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
DR PEPPER SNAPPLE GROUP INC
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 19-May-2009
ISIN US26138E1091 AGENDA 933040519 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1A ELECTION OF DIRECTOR: PAMELA H. PATSLEY Management For For
1B ELECTION OF DIRECTOR: M. ANNE SZOSTAK Management For For
1C ELECTION OF DIRECTOR: MICHAEL F. WEINSTEIN Management For For
02 TO APPROVE AND ADOPT THE MANAGEMENT Management For For
INCENTIVE PLAN RELATED TO PERFORMANCE-BASED
INCENTIVE COMPENSATION FOR CERTAIN OF OUR
EXECUTIVE OFFICERS.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE AS THE CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2009.
04 TO APPROVE AND ADOPT THE OMNIBUS STOCK Management For For
INCENTIVE PLAN OF 2009.
- --------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC
SECURITY G3910J112 MEETING TYPE Annual General Meeting
TICKER SYMBOL GSK.L MEETING DATE 20-May-2009
ISIN GB0009252882 AGENDA 701867701 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Receive and adopt the Directors report and Management For For
financial statements
2. Approve the remuneration report Management For For
3. Elect Mr. James Murdoch as a Director Management For For
4. Elect Mr. Larry Culp as a Director Management For For
5. Re-elect Sir. Crispin Davis as a Director Management For For
6. Re-elect Dr. Moncef Slaoui as a Director Management For For
7. Re-elect Mr. Tom de Swaan as a Director Management For For
8. Re-appoint the Auditors Management For For
9. Approve the remuneration of the Auditors Management For For
10. Authorize the Company and its subsidiaries Management For For
to make political donations to political
organization and incur political expenditure
11. Grant authority to allot shares Management For For
S.12 Approve the disapplication of pre-emption Management For For
rights
S.13 Authorize the Company to purchase its own Management For For
shares
14. Approve the exemption from statement of Management For For
Senior Statutory Auditors name
S.15 Approve the reduced notice of general Management For For
meeting other than an AGM
16. Adopt the GlaxoSmithKline GSK 2009 Management For For
Performance Share Plan
17. Adopt the GSK 2009 Share Option Plan Management For For
18. Adopt the GSK 2009 Deferred Annual Bonus Plan Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF CONSERVATIVE CUT-OFF. IF-YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNL-ESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 30
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
CHEUNG KONG HLDGS LTD
SECURITY Y13213106 MEETING TYPE Annual General Meeting
TICKER SYMBOL 0001.HK MEETING DATE 21-May-2009
ISIN HK0001000014 AGENDA 701902175 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting
VOTE OF "ABSTAIN" WILL BE TREATED T-HE SAME
AS A "TAKE NO ACTION" VOTE.
1. Receive the audited financial statements, Management For For
the report of the Directors and the
Independent Auditor's report for the YE 31
DEC 2008
2. Declare a final dividend Management For For
3.1 Elect Mr. Kam Hing Lam as a Director Management For For
3.2 Elect Ms. Woo Chia Ching, Grace as a Director Management For For
3.3 Elect Mr. Fok Kin-ning, Canning as a Director Management For For
3.4 Elect Mr. Frank John Sixt as a Director Management For For
3.5 Elect Mr. George Colin Magnus as a Director Management For For
3.6 Elect Mr. Kwok Tun-li, Stanley as a Director Management For For
3.7 Elect Ms. Hung Siu-lin, Katherine as a Management For For
Director
4. Appoint Messrs. Deloitte Touche Tohmatsu as Management For For
the 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
5.2 Authorize the Directors during the relevant Management For For
period 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, not
exceeding 10% of the aggregate nominal
amount of the share capital of the Company
in issue at the date of this Resolution, and
the said approval shall be limited
accordingly; [Authority expires the earlier
of the conclusion of the next AGM of the
Company or the expiration of the period
within which the next AGM of the Company is
required by law to be held]
5.3 Approve to extend the general mandate Management For For
granted to the Directors to issue and
dispose of additional shares pursuant to
Resolution 5.1 by the addition thereto of an
amount representing the aggregate nominal
amount of the share capital of the Company
repurchased by the Company under the
authority granted pursuant to Resolution
5.2, 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
PLEASE NOTE THAT EUROCLEAR DOES NOT OFFER Non-Voting
ANY VOTING SERVICES ON THIS ISSUE. T-HANK
YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT 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.
- --------------------------------------------------------------------------------
ORASCOM TELECOM S A E
SECURITY 68554W205 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL ORSTF.PK MEETING DATE 07-Jun-2009
ISIN US68554W2052 AGENDA 701978958 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTION-S 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. Ratify and approve the Board of Director's Management For For
report on the Company's activity during the
FYE 31 DEC 2008
2. Approve the financial statements of the FYE Management For For
31 DEC 2008 and ratification of the general
balance-sheet and the profits and loss
accounts of the FYE 31 DEC 2008
3. Ratify the Auditor's report of the FYE 31 Management For For
DEC 2008
4. Approve the distribution of profits of the Management For For
FYE 31 DEC 2008
5. Grant Discharge to the Chairman and the Management For For
Board Members regarding the FYE 31 DEC 2008
6. Approve the specification of the BM's Management For For
compensation and allowances regarding the
FYE 31 DEC 2009
7. Appoint the Company's Auditor during the YE Management For For
31 DEC 2009, and determining his annual
professional fees
8. Authorize the Board of Director to conclude Management For For
related parties agreements with subsidiaries
and affiliates
9. Authorize the Board of Director to conclude Management For For
loans and mortgages and to issue securities
for lenders regarding the Company and its
subsidiaries and affiliates
10. Approve the recognition of the donations Management For For
made during the FY 2008, and authorization
of the Board of Director to make donations
during the FY 2009
11. Approve the amendments introduced to the Management For For
Board of Directors constitution
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 31
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA, ATHENS
SECURITY X1435J139 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL CCHBF.PK MEETING DATE 18-Jun-2009
ISIN GRS104003009 AGENDA 701965254 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1. Approve the submission of the Management Management No Action
report by the Board of Directors and of the
audit certificate by the Company's Chartered
Auditor-Accountant on the Company's
financial statements and activities for the
FYE on 31 DEC 2008
2. Approve the Company's annual financial Management No Action
statements for the FYE on 31 DEC 2008 and
the consolidated financial statements
3. Approve to release the Members of the Board Management No Action
of Directors and the Auditors of the Company
from any liability for their activity during
the FYE on 31 DEC 2008
4. Approve the remuneration of the Members of Management No Action
the Board of Directors for their
participation in the meetings of the Board
of Directors and for their services to the
Company for the FY 2008 and pre-approve the
remuneration for the FY 2009
5. Elect the Statutory Auditors for the FY Management No Action
2009, 01 JAN 2009 to 31 DEC 2009 and approve
to determine their fees
6. Approve the distribution of profits, Management No Action
dividend for the FY 2008
7. Appoint the Audit Committee, in accordance Management No Action
with the Article 37 of Law 3693.2008
8. Amend the terms of an existing Stock Option Management No Action
Plan for employees of the Company and its
affiliates, in accordance with the Article
13 paragraph 13 of Codified Law 2190.1920
9. Approve the Stock Option Plan for employees Management No Action
of the Company and its affiliates, in
accordance with the Article 13 paragraph 13
of Codified Law 2190.1920
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN MEETING TYPE. IF YOU HAVE-ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------
KEYENCE CORPORATION
SECURITY J32491102 MEETING TYPE Annual General Meeting
TICKER SYMBOL KEE.F MEETING DATE 18-Jun-2009
ISIN JP3236200006 AGENDA 701997059 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
1 Approve Appropriation of Profits Management For For
2 Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the other Updated Laws and Regulations,
Expand Business Lines, Adopt Restriction to
the Rights for Odd-Lot Shares
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
4 Appoint a Substitute Corporate Auditor Management For For
- --------------------------------------------------------------------------------
JAPAN TOBACCO INC.
SECURITY J27869106 MEETING TYPE Annual General Meeting
TICKER SYMBOL JAPAF.PK MEETING DATE 23-Jun-2009
ISIN JP3726800000 AGENDA 701982096 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the other Updated Laws and Regulations
3. Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
- --------------------------------------------------------------------------------
MITSUI & CO.,LTD.
SECURITY J44690139 MEETING TYPE Annual General Meeting
TICKER SYMBOL MITSF.PK MEETING DATE 23-Jun-2009
ISIN JP3893600001 AGENDA 701982236 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Amend Articles to: Change Business Lines, Management For For
Approve Minor Revisions Related to
Dematerialization of Shares and the other
Updated Laws and Regulations
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
3. Appoint a Corporate Auditor Management For For
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 32
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
YAHOO JAPAN CORPORATION
SECURITY J95402103 MEETING TYPE Annual General Meeting
TICKER SYMBOL YAHOF.PK MEETING DATE 23-Jun-2009
ISIN JP3933800009 AGENDA 701996083 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Amend Articles to: Expand Business Lines, Management For For
Approve Minor Revisions Related to
Dematerialization of Shares and the Other
Updated Laws and Regulations
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
- --------------------------------------------------------------------------------
SQUARE ENIX HOLDINGS CO.,LTD.
SECURITY J7659R109 MEETING TYPE Annual General Meeting
TICKER SYMBOL SQNXF.PK MEETING DATE 24-Jun-2009
ISIN JP3164630000 AGENDA 701982692 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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
4. Appoint a Corporate Auditor Management For For
- --------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL COMPANY LIMITED
SECURITY J8129E108 MEETING TYPE Annual General Meeting
TICKER SYMBOL TKD.F MEETING DATE 25-Jun-2009
ISIN JP3463000004 AGENDA 701984761 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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
4.1 Appoint a Corporate Auditor Management For For
4.2 Appoint a Corporate Auditor Management For For
5. Approve Payment of Bonuses to Directors Management For For
- --------------------------------------------------------------------------------
SECOM CO.,LTD.
SECURITY J69972107 MEETING TYPE Annual General Meeting
TICKER SYMBOL XSC.BE MEETING DATE 25-Jun-2009
ISIN JP3421800008 AGENDA 701988226 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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 Management For For
for Retiring Directors
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 33
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
AJINOMOTO CO.,INC.
SECURITY J00882126 MEETING TYPE Annual General Meeting
TICKER SYMBOL AJINF.PK MEETING DATE 26-Jun-2009
ISIN JP3119600009 AGENDA 701987793 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
- --------------------------------------------------------------------------------
SMC CORPORATION
SECURITY J75734103 MEETING TYPE Annual General Meeting
TICKER SYMBOL QMC.F MEETING DATE 26-Jun-2009
ISIN JP3162600005 AGENDA 701987894 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
3.16 Appoint a Director Management For For
3.17 Appoint a Director Management For For
3.18 Appoint a Director Management For For
3.19 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
5. Appoint Accounting Auditors Management For For
6. Approve Provision of Retirement Allowance Management For For
for Retiring Directors and Retiring
Corporate Auditors
ProxyEdge Report Date: 07/01/2009
Meeting Date Range: 07/01/2008 to 06/30/2009 34
GAMCO International Growth Fund, Inc.
- --------------------------------------------------------------------------------
FANUC LTD.
SECURITY J13440102 MEETING TYPE Annual General Meeting
TICKER SYMBOL FANUF.PK MEETING DATE 26-Jun-2009
ISIN JP3802400006 AGENDA 701990877 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
- ------- -------------------------------------------- --------------- ---------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Approve Minor Revisions Management For For
Related to Dematerialization of Shares and
the Other Updated Laws and Regulations
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
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
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 20, 2009
* Print the name and title of each signing officer under his or her
signature.