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: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: July 1, 2009 - June 30, 2010
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, 2009 TO JUNE 30, 2010
1
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
Investment Company Report
TESCO PLC
SECURITY G87621101 MEETING TYPE Annual General Meeting
TICKER SYMBOL TSCDY MEETING DATE 03-Jul-2009
ISIN GB0008847096 AGENDA 702017395 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 581205 DUE TO Non-Voting
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 Directors report and the accounts for the period Management For For
ended 28 FEB 2009
2. Approve the remuneration report Management For For
3. Declare a final dividend Management For For
4. Re-elect Mr. R. Brasher as a Director Management For For
5. Re-elect Mr. P. Clarke as a Director Management For For
6. Re-elect Mr. A. Higginson as a Director Management For For
7. Re-elect Mr. C. Allen as a Director Management For For
8. Re-elect Dr. H. Einsmann as a Director Management For For
9. Elect Ms. J. Tammenoms Bakker as a Director Management For For
10. Elect Mr. P. Cescau as a Director Management For For
11. Elect Mr. K. Hanna as a Director Management For For
12. Elect Mr. L. McIlwee as a Director Management For For
13. Re-appoint the Auditors Management For For
14. Authorize the Directors to set the Auditors remuneration Management For For
15. Approve to increase the authorized share capital of the Company Management For For
16. Authorize the Directors to allot relevant securities Management For For
S.17 Approve to disapply pre-emption rights Management For For
S.18 Authorize the Company to purchase its own shares Management For For
19. Grant authority the political donations by the Company and its Management For For
subsidiaries
20. Adopt the Tesco PLC Group Bonus Plan 2009 Management For For
21. Amend the Tesco PLC 2004 Discretionary Share Option Plan Management For For
S.22 Grant authority the short notice general meetings Management For For
S.23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Approve the requisitionists resolution
EXPERIAN PLC
SECURITY G32655105 MEETING TYPE Annual General Meeting
TICKER SYMBOL EXPGY MEETING DATE 15-Jul-2009
ISIN GB00B19NLV48 AGENDA 702020885 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1. Receive the reports and accounts Management For For
2. Approve the report on Directors remuneration Management For For
3. Elect Mr. Chris Callero as a Director of the Company Management For For
4. Re-elect Mr. John Peace as a Director of the Company Management For For
5. Re-elect Mr. Laurence Danon as a Director of the Company Management For For
6. Re-elect Sir. Alan Rudge as a Director of the Company Management For For
7. Re-appoint PricewaterhouseCoopers LLP as the Auditor of the Management For For
Company
8. Authorize the Directors to determine the Auditors remuneration Management For For
9. Authorize the Directors to allot relevant securities Management For For
S.10 Authorize the Directors to disapply pre-emption rights Management For For
S.11 Authorize the Directors purchase the Companys own shares Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR Non-Voting
NAME. IF YOU HAV-E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
2
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
TELE2 AB, STOCKHOLM
SECURITY W95878117 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 26-Aug-2009
ISIN SE0000314312 AGENDA 702056842 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER Non-Voting
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 BENEFICIAL OWNER INFORMATION Non-Voting
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 SWEDEN ACCEPT ABSTAIN Non-Voting
AS A VALID VO-TE OPTION. THANK YOU
1. Election of Chairman of the EGM Non-Voting
2. Preparation and approval of the voting list Non-Voting
3. Approval of the agenda Non-Voting
4. Election of 1 or 2 persons to check and verify the minutes Non-Voting
5. Determination of whether the meeting has been duly convened Non-Voting
6. Approve to entitle the holders of Class A shares to reclassify Management For For
their Class A shares into Class B shares, upon which time 1 Class
A share shall be eligible for reclassification into 1 Class B
share; an application for reclassification shall be made during
the period 26 AUG 2009 through 31 DEC 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 2 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
7. Closing of the meeting Non-Voting
CIE FINANCIERE RICHEMONT SA, GENEVE
SECURITY H25662158 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 09-Sep-2009
ISIN CH0045039655 AGENDA 702053492 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN THIS MARKET. Non-Voting
PLEASE CONTACT YO-UR CLIENT SERVICE REPRESENTATIVE TO OBTAIN
BLOCKING INFORMATION FOR YOUR ACCOU-NTS.
1. Approve the financial statements and statutory reports Management No
Action
2. Approve the allocation of income and dividends of EUR 0.30 per A Management No
Bearer Share and EUR 0.03 per B Registered Share Action
3. Grant discharge to the Board and the Senior Management Management No
Action
4.1 Re-elect Johann Rupert as a Director Management No
Action
4.2 Re-elect Jean-Paul Aeschimann as a Director Management No
Action
4.3 Re-elect Franco Cologni as a Director Management No
Action
4.4 Re-elect Lord Douro as a Director Management No
Action
4.5 Re-elect Yves-Andre Istel as a Director Management No
Action
4.6 Re-elect Richard Lepeu as a Director Management No
Action
4.7 Re-elect Ruggero Magnoni as a Director Management No
Action
4.8 Re-elect Simon Murray as a Director Management No
Action
4.9 Re-elect Alain Perrin as a Director Management No
Action
4.10 Re-elect Norbert Platt as a Director Management No
Action
4.11 Re-elect Alan Quasha as a Director Management No
Action
4.12 Re-elect Lord Renwick of Clifton as a Director Management No
Action
4.13 Re-elect Jan Rupert as a Director Management No
Action
4.14 Re-elect Juergen Schrempp as a Director Management No
Action
4.15 Re-elect Martha Wikstrom as a Director Management No
Action
5. Ratify PricewaterhouseCoopers as the Auditors Management No
Action
DIAGEO PLC
SECURITY G42089113 MEETING TYPE Annual General Meeting
TICKER SYMBOL DEO MEETING DATE 14-Oct-2009
ISIN GB0002374006 AGENDA 702094462 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1. Receive the report and accounts 2009 Management For For
2. Approve the Directors' remuneration report 2009 Management For For
3. Declare a final dividend Management For For
4. Re-elect L.M. Danon [Audit, Nomination, Remuneration] as a Management For For
Director
5. Re-elect Lord Hollick [Audit, Nomination, Remuneration, Chairman Management For For
of Committee] as a Director
6. Re-elect P.S. Walsh [Executive, Chairman of Committee] as a Management For For
Director
7. Elect P.B. Bruzelius [Audit, Nomination, Remuneration] as a Management For For
Director
8. Elect B.D. Holden [Audit, Nomination, Remuneration] as a Director Management For For
9. Re-appoint the Auditor Management For For
10. Approve the remuneration of the Auditor Management For For
11. Grant authority to allot shares Management For For
12. Approve the disapplication of pre-emption rights Management For For
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ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
13. Grant authority to purchase own ordinary shares Management For For
14. Grant authority to make political donations and/or to incur Management For For
political expenditure in the EU
15. Adopt the Diageo Plc 2009 Discretionary Incentive Plan Management For For
16. Adopt the Diageo Plc 2009 Executive Long Term Incentive Plan Management For For
17. Adopt Diageo Plc International Sharematch Plan 2009 Management For For
18. Grant authority to establish International Share Plans Management For For
19. Adopt Diageo Plc 2009 Irish Sharesave Scheme Management For For
20. Amend the Rules of Diageo Plc Executive Share Option Plan Management For For
21. Amend the Rules of Diageo Plc 2008 Senior Executive Share Option Management For For
Plan
22. Amend the Rules of Diageo Plc Senior Executive Share Option Plan Management For For
23. Approve the reduced notice of a general meeting other than an AGM Management For For
24. Adopt the Articles of Association Management For For
COCA-COLA HELLENIC BOTTLING CO S A
SECURITY X1435J139 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL CCH MEETING DATE 16-Oct-2009
ISIN GRS104003009 AGENDA 702097521 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE AN A-REPETITIVE MEETING ON 30 OCT 2009 (AND B ADJOURNED
MEETING ON 13 NOV 2009). A-LSO, YOUR VOTING INSTRUCTIONS WILL NOT
BE CARRIED OVER TO THE SECOND CALL. ALL-VOTES RECEIVED ON THIS
MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINS-TRUCT ON
THE REPETITIVE MEETING. PLEASE BE ALSO ADVISED THAT YOUR SHARES
WILL-BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS
CANCELLED. THANK YOU.
1. Approve to increase the share capital of the Company through the Management No
capitalization of reserves by increasing the nominal value of Action
each share of the Company
2. Approve to decrease the share capital of the Company through a Management No
reduction of the nominal value of the shares of the Company and Action
return of an equal amount of capital to the shareholders in cash,
grant the relevant authorizations to the Board of Directors of
the company in relation to the return to the shareholders of the
amount of the decrease of capital through payment in cash, the
record date, as well as the date of the initiation of the return
of the capital
3. Amend the Article 3 of the Articles of Association of the Management No
Company, and approve the codification of the Articles of Action
Association
EUROCLEAR DOES NOT OFFER ANY VOTING SERVICES ON THIS ISSUE. THANK Non-Voting
YOU
PLEASE NOTE THAT THIS IS A REVISION DUE TO INSERTION OF Non-Voting
ADDITIONAL COMMENT. 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.
COCHLEAR LTD
SECURITY Q25953102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Oct-2009
ISIN AU000000COH5 AGENDA 702095654 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 4 AND VOTES Non-Voting
CAST BY ANY I-NDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE
PASSING OF THE PROPOSAL/S WILL-BE DISREGARDED. HENCE, IF YOU HAVE
OBTAINED BENEFIT OR DO EXPECT TO OBTAIN FU- TURE BENEFIT YOU
SHOULD NOT VOTE (OR VOTE "ABSTAIN") FOR THE RELEVANT
PROPOSAL-ITEMS.
1. Receive and approve the Company's financial report, the Management For For
Directors' report and the Auditor's report in respect of the FYE
30 JUN 2009
2. Adopt the remuneration report Management For For
3.1 Re-elect Mr. Rick Holliday-Smith as a Director of the Company, Management For For
who retires by rotation in accordance with the Company's
Constitution
3.2 Re-elect Mr. Andrew Denver as a Director of the Company, who Management For For
retires by rotation in accordance with the Company's Constitution
4. Approve to issue, allocation or transfer of securities to the Management For For
Chief Executive Officer/President, Dr. Christopher Roberts under
the Cochlear Executive Long Term Incentive Plan as specified
S.5 Approve to renew the Proportional Takeover Provisions as Management For For
specified in Article 7.7 and Schedule 1 of the Company's
Constitution for a period of 3 years from and including the date
of this resolution
4
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
IMPALA PLATINUM HOLDINGS LTD
SECURITY S37840113 MEETING TYPE Annual General Meeting
TICKER SYMBOL IMPUY MEETING DATE 22-Oct-2009
ISIN ZAE000083648 AGENDA 702085792 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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O.1 Receive and approve the financial statements for the YE 30 JUN Management For For
2009
O.2.1 Re-elect Ms. D. Earp as a Director Management For For
O.2.2 Re-elect Dr. K. Mokhele as a Director Management For For
O.2.3 Re-elect Ms. N.D.B. Orleyn as a Director Management For For
Mr. S. Bessit retires at this meeting and does not offer himself Non-Voting
for re-electi-on
O.3 Approve to determine the remuneration of the Directors for the Management For For
forthcoming year
O.4 Adopt the Amended Trust Deed constituting the Morokotso Trust, as Management For For
specified, in substitution for the existing Trust Deed approved
by shareholders on 04 JUL 2006
S.1 Authorize the Directors, in terms of the Company's Articles of Management For For
Association, by way of a general authority to repurchase issued
shares in the Company or to permit a subsidiary of the Company to
purchase shares in the Company, as and when deemed appropriate,
subject to the following requirements: that any such repurchase
be effected through the order book operated by the JSE Limited
[JSE] trading system and done without any priority understanding
or agreement between the Company and the counterparty; that
authorization thereto is given by the Company's Articles of
Association; that a paid announcement giving such details as may
be required in terms of JSE [Listings Requirements] be published
when the Company or its subsidiaries have repurchased in
aggregate 3% of the initial number of shares in issue, as at the
time that the general authority was granted and for each 3% in
aggregate of the initial number of shares which are acquired
thereafter; that a general repurchase may not in the aggregate in
any 1 FY exceed 10% of the number of shares in the Company issued
share capital at the time this authority is given, provided that
a subsidiary of the Company may not hold at any one time more
than 10% of the number of issued shares of the Company; no
purchase will be effected during a prohibited period [as
specified by the JSE Listings Requirements] unless a repurchase
programme is in place, where dates and quantities of shares to be
traded during the prohibited period are fixed and full details of
the programme have been disclosed in an announcement over SENS
prior to the commencement of the prohibited period; at any one
point in time, the Company may only appoint one agent to effect
repurchases on the Company's behalf, the Company may only
undertake a repurchase of securities if, after such repurchase of
securities if, after such repurchase, the spread requirements of
the Company comply with JSE Listings Requirements; in determining
the price at which shares may be repurchased in terms of this
authority, the maximum premium permitted is 10% above the
weighted average traded price of the shares as determined over
the 5 days prior to the date of repurchase the maximum price; and
such repurchase shall be subject to the Companies Act 1973 [Act
61 of 1973] as
amended[the Companies Act] and the applicable provisions of the
JSE Listings Requirements, the Board of Directors of Implats [the
Board] as at the date of this notice, has stated in intention to
examine methods of returning capital to the shareholders in terms
of the general authority granted at the last AGM; the Board
believes it to be in the best interest of implants that
shareholders pass a special resolution granting the Company
and/or its subsidiaries a further general authority to acquire
Implats shares, Such general authority will provide Implats and
its subsidiaries with the flexibility, subject to the
requirements of the Companies Act and the Listing Requirements,
to purchase shares should it be in the interest of implats and/or
subsidiaries at any time while the general authority subsists;
the Board undertakes that they will not implement any repurchase
during the period of this general authority unless: the Company
and the Group will be able, in the ordinary course of business to
pay their debts for a period of 12 months after the date of the
AGM; the assets of the Company and the Group will be in excess of
the combined liabilities of the Company and the Group for a
period of 12 months after the date of the notice of the AGM, the
assets and liabilities have been recognized and measured for this
purpose in accordance with the accounting policies used in the
latest audited annual Group financial statements; the Company's
and the Group's ordinary share capital and reserves will, after
such payment, be sufficient to meet their needs for a period of
12 months following the date of the AGM; the Company and the
Group will, after such payment, have sufficient working capital
to meet their needs for a period of 12 months following the date
of the AGM; and a general repurchases of the Company's shares
shall only take place after the JSE has received written
confirmation from the Company's sponsor in respect of the
Directors' working capital statement; [Authority expires the
earlier of the conclusion of the next AGM of the Company or 15
months]
5
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
ORASCOM TELECOM S A E
SECURITY 68554W205 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 22-Oct-2009
ISIN US68554W2052 AGENDA 702119000 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER Non-Voting
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. Approve the reduction of the Company's capital [by writing off Management No
the shares purchased by the Company], and amend the Articles 6 Action
and 7 of the Company's Statutes which will be entitled by such
reduction, pursuant to Article 150 of the Executive Regulations
of Law 159/1981
BRITISH SKY BROADCASTING GROUP PLC
SECURITY G15632105 MEETING TYPE Annual General Meeting
TICKER SYMBOL BSYBY MEETING DATE 23-Oct-2009
ISIN GB0001411924 AGENDA 702087912 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1. Receive the financial statements for the YE 30 JUN 2009, together Management For For
with the report of the Directors and Auditors thereon
2. Declare a final dividend for the YE 30 JUN 2009 Management For For
3. Re-appoint Tom Mockridge as a Director Management For For
4. Re-appoint Nicholas Ferguson as a Director Management For For
5. Re-appoint Andrew Higginson as a Director Management For For
6. Re-appoint Jacques nasser as a Director Management For For
7. Re-appoint Dame Gail Rebuck as a Director Management For For
8. Re-appoint David F. DeVoe as a Director Management For For
9. Re-appoint Allan Leighton as a Director Management For For
10. Re-appoint Arthur Siskind as a Director Management For For
11. Re-appoint Deloitte LLP as the Auditors of the Company and Management For For
authorize the Directors to fix their remuneration
12. Approve the report on the Directors remuneration for the YE 30 Management For For
JUN 2009
13. Authorize the Company and its subsidiaries to make political Management For For
donations and incur political expenditure
14. Authorize the Directors to allot shares under Section 551 of the Management For For
Companies Act 2006
S.15 Approve to disapply statutory pre-emption rights Management For For
S.16 Adopt the new Articles of Association Management For For
S.17 Approve to allow the Company to hold general meetings [other than Management For For
AGMs] on 14 day's notice
TOLL HLDGS LTD
SECURITY Q9104H100 MEETING TYPE Annual General Meeting
TICKER SYMBOL THKUF MEETING DATE 29-Oct-2009
ISIN AU000000TOL1 AGENDA 702102221 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 5, 6 AND Non-Voting
VOTES CAST BY A-NY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM
THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR DO EXPECT TO OBTAI-N FUTURE BENEFIT YOU
SHOULD NOT VOTE (OR VOTE "ABSTAIN") FOR THE RELEVANT PROP-OSAL
ITEMS.
1. To receive and consider the financial statements of the Company Non-Voting
and its contro-lled entities for the YE 30 JUN 2009 and the
related Directors' report and the-Auditors' report
2. Adopt the remuneration report for the YE 30 JUN 2009 Management For For
3. Re-elect Mr. Harry Boon as a Director of the Company, who retires Management For For
by rotation in accordance with the Article 17 of the Company's
Constitution
S.4 Approve to renew the proportional takeover approval provisions Management For For
contained in Article 8.13 of, and Schedule 2 of, the Constitution
for a further 3 years from their date of expiry on 02 NOV 2009
5. Approve to grant the options and/or rights to Executives of the Management For For
Company, under Senior Executive Option & Right Plan [or any
successor plan], as specified for all purposes including ASX
Listing Rule 7.2 Exception 9(b)
6. Approve, to grant the options up to the maximum value of AUD Management For For
1,980,000 to Mr. Paul little, under the Senior Executive Option &
Right Plan [or any successor or amended plan], on the terms as
specified
NEWCREST MNG LTD
SECURITY Q6651B114 MEETING TYPE Annual General Meeting
TICKER SYMBOL NCMGF MEETING DATE 29-Oct-2009
ISIN AU000000NCM7 AGENDA 702104326 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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1. Receive the financial report of the Company and its controlled Non-Voting
entities for th-e YE 30 JUN 2009 and the reports of the Directors
and the Auditors thereon
2. Elect Mr. Vince Gauci as a Director, in accordance with Rule 57 Management For For
of the Company's Constitution
3. Adopt the remuneration report for the Company [included in the Management For For
report of the Directors] for the YE 30 JUN 2009
4. Transact any other business Non-Voting
6
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
PERNOD-RICARD, PARIS
SECURITY F72027109 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 02-Nov-2009
ISIN FR0000120693 AGENDA 702105986 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
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French Resident Shareowners must complete, sign and forward the Non-Voting
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 ONLY VALID VOTE OPTIONS Non-Voting
ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS
AN "AGAINST" VOTE.
O.1 Approve the unconsolidated accounts for the FYE on 30 JUN 2009 Management For For
O.2 Approve the consolidated accounts for the FYE on 30 JUN 2009 Management For For
O.3 Approve the distribution of profits for the FYE on 30 JUN 2009 Management For For
and distribution of dividends
O.4 Approve the regulated agreements referred to in Articles L.225-38 Management For For
and sequence of the Commercial Code
O.5 Approve the agreements referred to in Articles L.255-38 and Management For For
L.225-42-1 of the Commercial Code and the special report of the
Statutory Auditors in relation to Mr. Pierre Pringuet
O.6 Approve to renew Mme. Daniele Ricard's as Board Member Management For For
O.7 Approve to renew Paul Ricard Company's mandate as Board Member Management For For
O.8 Approve to renew Mr. Jean-Dominique Comolli's mandate as Board Management For For
Member
O.9 Approve to renew Lord Douro's mandate as Board Member Management For For
O.10 Appoint Mr. Gerald Frere as a Board Member Management For For
O.11 Appoint Mr. Michel Chambaud as a Board Member Management For For
O.12 Appoint Mr. Anders Narvinger as a Board Member Management For For
O.13 Approve the attendance allowances read aloud to the Board Members Management For For
O.14 Authorize the Board of Directors to operate on the Company's Management For For
shares
E.15 Authorize the Board of Directors to reduce the share capital by Management For For
cancelation of treasury shares
E.16 Authorize the Board of Directors to increase the share capital, Management For For
by issuing common shares and/or warrants giving access to the
Company's capital, with maintenance of preferential subscription
rights
E.17 Authorize the Board of Directors to increase the share capital, Management For For
by issuing common shares and/or warrants giving access to the
Company's capital, with cancelation of preferential subscription
rights, through a public offer
E.18 Authorize the Board of Directors to increase the number of Management For For
securities to be issued in case of capital increase with or
without cancelation of preferential subscription rights under the
Resolutions 16 and 17
E.19 Authorize the Board of Directors to proceed with the issue of Management For For
common shares and/or warrants providing access to the Company's
capital in order to remunerate contributions in kind to the
Company within the limit of 10% of the share capital
E.20 Authorize the Board of Directors to proceed with the issue of Management For For
common shares and/or warrants giving access to the Company's
capital in the event of a public offer initiated by the Company
E.21 Authorize the Board of Directors to issue warrants representing Management For For
debts giving right to the allocation of debt securities
E.22 Authorize the Board of Directors to increase the share capital Management For For
increase by incorporation of premiums, reserves, profits or others
E.23 Authorize the Board of Directors to consent options to Employees Management For For
and Managers of the Company giving right to the subscription of
Company shares to issue or purchase existing Company's shares
E.24 Authorize the Board of Directors to issue shares subscription Management For For
warrants in case of public offer bearing on the Company securities
E.25 Authorize the Board of Directors to increase the capital by Management For For
issuing shares or warrants giving access to capital, reserved for
Members of a Company Savings Plan with cancellation of
preferential subscription rights for the benefit of the latter
E.26 Amend the Articles 20 and 24 of Bylaws regarding Age limit for Management For For
Chairman of the Board and for Chief Executive Officer
E.27 Grant powers for the accomplishment of legal formalities Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ARTICLE Non-Voting
NUMBERS IN RESOL-UTION 26. 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.
7
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
TELSTRA CORPORATION LTD
SECURITY Q8975N105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-Nov-2009
ISIN AU000000TLS2 AGENDA 702092521 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Chairman and CEO presentations Non-Voting
2. Adopt the remuneration report for the FYE 30 JUN 2009 Management For For
3. To discuss the Company's financial statements and reports for the Non-Voting
YE 30 JUN 20-09
4.A Re-elect Mr. Geoffrey Cousins as a Director, who retires by Management For For
rotation
4.B Elect Mr. Steve Vamos as a Director Management For For
4.C Elect Mr. John Stanhope as a Director Management For For
4.D Re-elect Mr. John Zeglis as a Director, who retires by rotation Management For For
4.E Re-elect Dr. John Stocker as a Director, who retires by rotation Management For For
4.F Elect Mr. Russell Higgins as a Director Management For For
HARMONY GOLD MINING CO LTD, JOHANNESBURG
SECURITY S34320101 MEETING TYPE Annual General Meeting
TICKER SYMBOL HMY MEETING DATE 23-Nov-2009
ISIN ZAE000015228 AGENDA 702135838 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Adopt the annual financial statements for the FY 2009 Management For For
2. Re-appoint PricewaterhouseCoopers Inc as the Auditors Management For For
3. Elect Mr. H. O. Meyer as a Director Management For For
4. Re-elect Ms. F. F. T. De Buck as a Director Management For For
5. Re-elect Dr. D. S. Lushaba as a Director Management For For
6. Re-elect Mr. M. J. Motloba as a Director Management For For
7. Approve the placement of 10% of the authorized but unissued Management For For
shares under the control of the Directors
8. Authorize the Directors to allot and issue equity securities for Management For For
cash up to 5%
9. Approve the increase the Non-Executive Directors' fees Management For For
BHP BILLITON LTD
SECURITY Q1498M100 MEETING TYPE Annual General Meeting
TICKER SYMBOL BHP MEETING DATE 26-Nov-2009
ISIN AU000000BHP4 AGENDA 702099804 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE THAT EACH OF BHP BILLITON LIMITED AND BHP BILLITON Non-Voting
PLC WILL DISREG-ARD ANY VOTE CAST ON RESOLUTION 14 BY MR. MARIUS
KLOPPERS OR ANY OF HIS ASSOCI-ATES, UNLESS THE VOTE IS CAST AS
PROXY FOR A PERSON ENTITLED TO VOTE IN ACCORD-ANCE WITH A
DIRECTION ON THE PROXY FORM OR UNLESS THE VOTE IS CAST BY A
PERSON-CHAIRING THE MEETING AS PROXY FOR A PERSON WHO IS ENTITLED
TO VOTE IN ACCORDA- NCE WITH A DIRECTION ON THE PROXY FORM TO
VOTE AS THE PROXY DECIDES. THANK YOU.
1. To receive the 2009 Financial Statements and Reports for BHP Management For For
Billiton Limited and BHP Billiton Plc
2. To re-elect Mr. Carlos Cordeiro as a Director of BHP Billiton Management For For
Limited and BHP Billiton Plc
3. To re-elect Mr. David Crawford as a Director of BHP Billiton Management For For
Limited and BHP Billiton Plc
4. To re-elect The Hon E Gail de Planque as a Director of BHP Management For For
Billiton Limited and BHP Billiton Plc
5. To re-elect Mr. Marius Kloppers as a Director of BHP Billiton Management For For
Limited and BHP Billiton Plc
6. To re-elect Mr. Don Argus as a Director of BHP Billiton Limited Management For For
and BHP Billiton Plc
7. To re-elect Mr. Wayne Murdy as a Director of BHP Billiton Limited Management For For
and BHP Billiton Plc
8. Re-appoint KPMG Audit Plc as the Auditor of BHP Billiton Plc Management For For
9. To renew the general authority to issue shares in BHP Billiton Plc Management For For
10. To renew the disapplication of pre-emption rights in BHP Billiton Management For For
Plc
11. To approve the repurchase of shares in BHP Billiton Plc Management For For
12.i To approve the cancellation of shares in BHP Billiton Plc held by Management For For
BHP Billiton Limited on 30 April 2010
12.ii To approve the cancellation of shares in BHP Billiton Plc held by Management For For
BHP Billiton Limited on 17 June 2010
12iii To approve the cancellation of shares in BHP Billiton Plc held by Management For For
BHP Billiton Limited on 15 September 2010
12.iv To approve the cancellation of shares in BHP Billiton Plc held by Management For For
BHP Billiton Limited on 11 November 2010
13. To approve the 2009 Remuneration Report Management For For
14. To approve the grant of awards to Mr. Marius Kloppers under the Management For For
GIS and the LTIP
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF THE Non-Voting
RESOLUTIONS.-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.
8
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
WOOLWORTHS LTD
SECURITY Q98418108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Nov-2009
ISIN AU000000WOW2 AGENDA 702132591 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. To receive and consider the financial report of the Company and Non-Voting
the reports of-the Directors and the Auditor for the financial
period ended 28 JUN 2009
2. Adopt, the remuneration report [which form part of the Directors' Management For For
report] for the FYE 28 JUN 2009
3.A Re-elect Mr. John Frederick Astbury as a Director, who retires by Management For For
rotation in accordance with Article 10.3 of the Company's
Constitution
3.B Re-elect Mr. Thomas William Pockett as a Director, who retires by Management For For
rotation in accordance with Article 10.3 of the Company's
Constitution
3.C Re-elect Mr. James Alexander Strong as a Director, who retires by Management For For
rotation in accordance with Article 10.3 of the Company's
Constitution
S.4 Amend, pursuant to Sections 136(2) and 648G of the Corporations Management For For
Act 2001 [Cth], the Constitution of the Company by re-inserting
Articles 6.9 to 6.14 in the form as specified to the notice
convening this meeting
SINOTRANS LTD
SECURITY Y6145J104 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 23-Dec-2009
ISIN CNE1000004F1 AGENDA 702144990 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR Non-Voting
'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
1. Approve the re-appointment of PricewaterhouseCoopers and Management For For
PricewaterhouseCoopers Zhong Tian Certified Public Accountants
Limited Company as the Company's External Auditors for 2009
2. Authorize the Company, conditional upon the passing of the Management For For
special resolution below and subject to compliance with the laws
and regulations of the places of incorporation and listing of the
Company, to send or supply Corporate Communication by means of
the Company's own website to a holder of its H shares [a "H
Shareholder"] who meets those conditions set out in paragraph (B)
below, and to authorize any 1 of the Executive Directors of the
Company to execute all documents and/or take all acts and actions
which he/she may deem necessary or appropriate and in the
interests of the Company to implement or give effect to the
sending or supply of Corporate Communication to H Shareholders by
means of the Company's own website the supply of Corporate
Communication to an H Shareholder by means of the Company's own
website is subject to the following conditions: that H
Shareholder having been asked individually by the Company to
agree that the Company may send or supply Corporate Communication
generally or the Corporate Communication in question to him by
means of the Company's own website; and the Company has not
received a response indicating that H Shareholder's objection
within a period of 28 days beginning with the date on which the
Company's request was sent; for the purpose of this resolution,
"Corporate Communication" shall mean any document issued or to be
issued by the Company for the information or action of holders of
its securities, including but not limited to: the Directors'
report and its annual accounts together with a copy of the
Auditor's report thereon and, where applicable, its summary
financial report; the half-year report and, where applicable, its
summary half-year report; a notice of meeting; a listing
document; a circular; a proxy form and notice of attendance
S.3 Amend Articles 183 and 184 of the Articles of Association of the Management For For
Company
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL Non-Voting
RECORD DATE. 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.
9
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
ORASCOM TELECOM S A E
SECURITY 68554W205 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 27-Dec-2009
ISIN US68554W2052 AGENDA 702182786 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Approve discussing the increase of the companys capital by way of Management No
rights issue by respecting pre-emption rights afforded to Action
existing shareholders, and the amendment of articles 6 and 7 of
the companys statutes which will be entailed by such increase,
pursuant to article 150 of the executive regulations of law
159/1981. The size of the rights issue shall be maximum EGP 5
billion and subscription shall be at par 1 EGP.
NOVARTIS AG, BASEL
SECURITY H5820Q150 MEETING TYPE Annual General Meeting
TICKER SYMBOL NVS MEETING DATE 26-Feb-2010
ISIN CH0012005267 AGENDA 702231452 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT Non-Voting
UNDER MEETING-610175, INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED
AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS.
THANK YOU.
Blocking of registered shares is not a legal requirement in the Non-Voting
Swiss market,-specific policies at the individual sub-custodians
may vary. Upon receipt of t-he voting instruction, it is possible
that a marker may be placed on your shar-es to allow for
reconciliation and re-registration following a trade. If you
h-ave concerns regarding your accounts, please contact your
client service repre- sentative.
A.1 Approval of the annual report, the financial statements of Management No
Novartis AG and the group consolidated financial statements for Action
the business year 2009
A.2 Discharge from liability of the Members of the Board of Directors Management No
and the Executive Committee Action
A.3 Appropriation of available earnings of Novartis AG as per balance Management No
sheet and declaration of dividend Action
A.4.1 Amendments to the Articles of Incorporation - Implementation of Management No
the Book Entry Securities Act Action
A.4.2 Amendments to the Articles of Incorporation - Introduction of a Management No
Consultative Vote on the Compensation System Action
A.5.A Re-election of Marjorie M.T. Yang, for a 3 year term Management No
Action
A.5.B Re-election of Daniel Vasella, M.D., for a 3 year term Management No
Action
A.5.C Re-election of Hans-Joerg Rudloff, for a 1 year term Management No
Action
A.6 Election of PricewaterhouseCoopers as Auditor of Novartis AG for Management No
1 year Action
B. If shareholders at the Annual General Meeting propose additional Management No
and/or counterproposals, I/we instruct the Independent Proxy to Action
vote according to the proposal of the Board of Directors
ROCHE HOLDING LTD
SECURITY H69293217 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 02-Mar-2010
ISIN CH0012032048 AGENDA 702234105 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD YOU Non-Voting
WISH TO ATTEND-THE MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR-CLIENT REPRESENTATIVE. THANK YOU
1. Presentation of the annual report, annual financial statement and Non-Voting
the Group's-annual financial statement for 2009, as well as the
compensation report
2. Resolution on the discharge of the Members of the Administrative Non-Voting
Board
3. Resolution on the appropriation of the net profit of Roche Non-Voting
Holdings AG
4. Election to the Administrative Board Non-Voting
5. Election of the Financial Auditor Non-Voting
TOKAI CARBON CO.,LTD.
SECURITY J85538106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Mar-2010
ISIN JP3560800009 AGENDA 702277395 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
10
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
3 Appoint a Corporate Auditor Management For For
4 Appoint a Supplementary Auditor Management For For
CANON INC.
SECURITY J05124144 MEETING TYPE Annual General Meeting
TICKER SYMBOL CAJ MEETING DATE 30-Mar-2010
ISIN JP3242800005 AGENDA 702271331 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
3.3 Appoint a Corporate Auditor Management For For
4 Approve Provision of Retirement Allowance for Directors Management For For
5 Approve Retirement Allowance for Retiring Corporate Auditors, and Management For For
Payment of Accrued Benefits associated with Abolition of
Retirement Benefit System for Current Corporate Auditors
6 Approve Payment of Bonuses to Directors Management For For
7 Allow Board to Authorize Use of Stock Option Plans, Authorize Use Management For For
of Stock Options, and Authorize Use of Compensation-based Stock
Option Plan for Directors
WILLIAM DEMANT HOLDING
SECURITY K9898W129 MEETING TYPE Annual General Meeting
TICKER SYMBOL WDH MEETING DATE 07-Apr-2010
ISIN DK0010268440 AGENDA 702296054 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER Non-Voting
SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
- - PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER Non-Voting
IS APPOINTED-AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY
EXPECT THEM TO ACCEPT-PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST-VOTES ARE REPRESENTED AT
THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE-SUB CUSTODIAN
BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF-
REQUESTED. THANK YOU.
1 The Directors' report on the Company's activities during the past Non-Voting
FY
2 Adopt the audited annual report, including the consolidated Management For For
financial statements
3 Approve that the profit of DKK 756 million be transferred to the Management For For
Company's reserves to the effect that no dividend will be paid
4.1 Re-elect Lars Norby Johansen as a Director, under Article 11.2 of Management For For
the Articles of Association
4.2 Re-elect Peter Foss as a Director, under Article 11.2 of the Management For For
Articles of Association
4.3 Re-elect Niels B. Christiansen as a Director, under Article 11.2 Management For For
of the Articles of Association
4.4 Re-elect Thomas Hofman-Bang as a Director, under Article 11.2 of Management For For
the Articles of Association
5 Re-elect Deloitte Statsautoriseret Revisionsaktieselskab as the Management For For
Auditor
11
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
6.A Amend the Articles 1.2, 4.3, 5.1, 5.3, 5.4, 7.3, 7.4, 7.5, 8.1, Management For For
9.2, 9.3, 9.4, 9.5, 10.3, 10.6, 11.1 and 15.1 of the Articles of
Association as specified
6.B Authorize the Board of Directors until the next AGM to allow the Management For For
Company to acquire own shares of a nominal value of up to 10% of
the share capital; the bid price of the shares may not differ by
more than 10% from the price quoted on Nasdaq OMX Copenhagen A/S
at the time of the acquisition; the price quoted on Nasdaq OMX
Copenhagen A/S at the time of the acquisition means the closing
price, all transactions at 5 P.M
6.C Approve to reduce the Company's share capital by nominally DKK Management For For
606,382 corresponding to the Company's holding of own shares; the
Company's own shares were acquired as part of the Company's share
buy-back programme in 2008; the amount of the reduction was paid
out to the shareholders in accordance with Section 188 of the
Danish Companies Act; the shares were acquired for DKK
170,110,124 in total, meaning that DKK
169,503,742 has been paid out in addition to the nominal value of
the reduction amount; as a result of the capital reduction, it is
proposed that Article 4.1 of the Articles of Association be
amended as follows after expiry of the deadline stipulated in
Section 192 of the Danish Companies Act: "The Company's share
capital is DKK 58,349,875, divided into shares of DKK 1 or any
multiple thereof"
6.D Authorize the Chairman of the general meeting to make such Management For For
additions, alterations or amendments to or in the resolutions
passed by the general meeting and the application for
registration of the resolutions to the Danish Commerce and
Companies Agency Erhvervs-og Selskabsstyrelsen as the Agency may
require for registration
7 Any other business Non-Voting
CHRISTIAN DIOR SA
SECURITY F26334106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 15-Apr-2010
ISIN FR0000130403 AGENDA 702283615 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS Non-Voting
ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
- - "French Resident Shareowners must complete, sign and forward the Non-Voting
Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary,
please contact your-representative"
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS Non-Voting
AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0308/201003081000606.pdf
O.1 Approve the financial statements Management For For
O.2 Approve the consolidated financial statements Management For For
O.3 Approve the regulated Agreements pursuant to Article L. 225-38 of Management For For
the Commercial Code
O.4 Approve the recommendations of the Board of Directors and Management For For
resolves that the distributable income for the FY be appropriated
as follows: net income: EUR 342,583,800.31 prior retained
earnings: EUR 51,363,830.42 distributable income: EUR
393,947,630.73 dividends: EUR 301,666,899.68 the balance to the
retained earnings: EUR 92,280,731.05; the shareholders will
receive a net dividend of EUR 1.66 per share, and will entitle to
the 40% deduction provided by the French General Tax Code; this
dividend will be paid on 25 MAY 2010; 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 1.61 for FY 2008 EUR 1.61 for FY 2007 EUR
1.41 for FY 2006
O.5 Approve to renew Mr. Renaud Donnedieu de Vabres' term as a Board Management For For
Member
O.6 Approve to renew Mr. Eric Guerlain's term as a Board Member Management For For
O.7 Approve to renew Mr. Christian de Labriffe's term as a Board Management For For
Member
O.8 Appointment of Mrs. Segolene Gallienne as a Board Member Management For For
O.9 Grant authority to operate on the Company's shares Management For For
E.10 Grant authority to reduce the share capital by cancellation of Management For For
treasury shares
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF Non-Voting
RESOLUTION 4. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLE-SS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
12
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
RIO TINTO PLC
SECURITY G75754104 MEETING TYPE Annual General Meeting
TICKER SYMBOL RTP MEETING DATE 15-Apr-2010
ISIN GB0007188757 AGENDA 702300358 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive the Company's financial statements and the report of the Management For For
Directors and Auditors for the YE 31 DEC 2009
2 Recieve the remuneration report for the YE 31 DEC 2009 as set out Management For For
in the 2009 annual report
3 Election of Robert Brown as a Director Management For For
4 Election of Ann Godbehere as a Director Management For For
5 Election of Sam Walsh as a Director Management For For
6 Re-election of Guy Elliott as a Director Management For For
7 Re-elect Michael Fitzpatrick as a Director Management For For
8 Re-elect Lord Kerr as a Director Management For For
9 Re-appointment of PricewaterhouseCoopers LLP as Auditors of the Management For For
Company to hold office until the conclusion of the next AGM at
which accounts are laid before the Company and to authorize the
Audit Committee to determine the Auditors' remuneration
10 Authorize the Directors pursuant to and in accordance with Management For For
Section 551 of the Companies Act 2006 the 2006 Act to exercise
all the powers of the Company to allot shares or grant rights to
subscribe for or convert any securities into shares: i) up to an
aggregate nominal amount of GBP 50,321,000; ii) comprising equity
securities as specified in the 2006 Act up to a further nominal
amount of GBP 50,321,000 in connection with an offer by way of a
rights issue; such authorities to apply in substitution for all
previous authorities pursuant to Section 80 of the Companies Act
1985 and to expire on the later of 15 APR 2011 and the date of
the 2011 AGM but, in each case, so that the Company may make
offers and enter into agreements during this period which would,
or might, require shares to be allotted or rights to subscribe
for or to CONTD..
- - ..CONTD convert any security into shares to be granted after the Non-Voting
authority-ends as specified
11 Authorize the Directors, subject to the passing of Resolution 10 Management For For
above, to allot equity securities as specified in the 2006 Act
wholly for cash: i) pursuant to the authority given by Paragraph
(i) of Resolution 10 above or where the allotment constitutes an
allotment of equity securities by virtue of Section 560(3) of the
2006 Act in each case: a) in connection with a pre-emptive offer;
and b) otherwise than in connection with a pre-emptive offer, up
to an aggregate nominal amount of GBP 9,803,000; and ii) pursuant
to the authority given by Paragraph (ii) of Resolution 10 above
in connection with a rights issue, as if Section 561(1) of the
2006 Act did not apply to any such allotment; such authority
shall expire on the later of 15 APR 2011 and the date of the 2011
AGM, but so that the Company may make offers and enter into
CONTD..
- - ..CONTD agreements during this period which would, or might, Non-Voting
require equity-securities to be allotted after the power ends and
the Board may allot equity-securities under any such offer or
agreement as if the power had not ended as-specified
- - ..CONTD fractional entitlements, record dates or legal, Non-Voting
regulatory or-practical problems in, or under the laws of, any
territory; c) reference to-an allotment of equity securities
shall include a sale of treasury shares;-and d) the nominal
amount of any securities shall be taken to be, in the case-of
rights to subscribe for or convert any securities into shares of
the-Company, the nominal amount of such shares which may be
allotted pursuant to-such rights
12 Authorize: (a) the Company, Rio Tinto Limited and any Management For For
subsidiaries of Rio Tinto Limited, to purchase ordinary shares of
10p each issued by the Company RTP Ordinary Shares , such
purchases to be made in the case of the Company by way of market
purchase as specified in Section 693 of the 2006 Act , provided
that this authority shall be limited: i) so as to expire on the
later of 15 APR 2011 and the date of the 2011 AGM, unless such
authority is renewed prior to that time except in relation to the
purchase of RTP ordinary shares, the contract for which was
concluded before the expiry of such authority and which might be
executed wholly or partly after such expiry ; ii) so that the
number of RTP ordinary shares which may be purchased pursuant to
this authority shall not exceed 152,488,000; iii) so that the
maximum price payable CONTD.
- - ..CONTD for each such RTP Ordinary Share shall be not more than Non-Voting
5% above the-average of the middle market quotations for RTP
ordinary shares as derived-from the London Stock Exchange Daily
Official List during the period of five-business days immediately
prior to such purchase; and iv) so that the minimum- price
payable for each such RTP ordinary share shall be 10p; and b)
the-Company be and is hereby authorized for the purpose of
Section 694 of the-2006 Act to purchase off-market from Rio Tinto
Limited and any of its-subsidiaries any RTP ordinary shares
acquired under the authority set out-under (a) above pursuant to
one or more contracts between the Company and Rio-Tinto Limited
on the terms of the form of contract which has been produced
to-the meeting and is for the purpose of identification CONTD..
- - ..CONTD marked A and initialled by the Chairman each, a Contract Non-Voting
and such-contracts be hereby approved, provided that: i) such
authorization shall-expire on the later of 15 APR 2011 and the
date of the 2011 AGM; ii) the-maximum total number of RTP
ordinary shares to be purchased pursuant to-contracts shall be
152,488,000; and iii) the price of RTP ordinary shares-purchased
pursuant to a contract shall be an aggregate price equal to the-
average of the middle market quotations for RTP ordinary shares
as derived-from the London Stock Exchange Daily Official List
during the period of five-business days immediately prior to such
purchase multiplied by the number of-RTP ordinary shares the
subject of the contract or such lower aggregate price-as may be
agreed between the Company and Rio Tinto Limited, being not
less-than one penny
13 Approve the general meeting other than an AGM may be called on Management For For
not less than 14 clear days notice
13
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
NESTLE S A
SECURITY H57312649 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 15-Apr-2010
ISIN CH0038863350 AGENDA 702312567 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE Non-Voting
SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS
MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE
THAT A MARKER MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU
H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT Non-Voting
UNDER MEETING-603908 INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST B-E NOTIFIED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRA-TION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED
AFTER TH-E CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS.
THANK YOU.
1.1 Approve the Annual Report, the financial statements of Nestle Management No
S.A. and the consolidated financial statements of the Nestle Action
Group for 2009
1.2 Approve the acceptance of the compensation report 2009 Management No
Action
2. Approve to release the Members of the Board of Directors and of Management No
the Management Action
3. Approve the appropriation of profits resulting from the balance Management No
sheet of Nestle S.A Retained earnings as specified provided that Action
the proposal of the Board of Directors is approved, the gross
dividend will amount to CHF 1.60 per share, representing a net
amount of CHF 1.04 per share after payment of the Swiss
withholding tax of 35% the last trading day with entitlement to
receive the dividend is 16 APR 2010, the shares will be traded ex
dividend as of 19 APR 2010, the net dividend will be payable as
from 22 APR 2010
4.1.1 Re-elections of Mr. Peter Brabeck-Letmathe to the Board of Management No
Directors for a term of 3 years Action
4.1.2 Re-elections of Mr. Steven G. Hoch, to the Board of Directors for Management No
a term of 3 years Action
4.1.3 Re-elections of Mr.Andre Kudelski to the Board of Directors for a Management No
term of 3 years Action
4.1.4 Re-elections of Mr.Jean-Rene Fourtou to the Board of Directors Management No
for a term of 2 years Action
4.2.1 Elections of Mrs. Titia de Lange to the Board of Directors for a Management No
term of 3 years Action
4.2.2 Elections of Mr. Jean-Pierre Roth to the Board of Directors for a Management No
term of 3 years Action
4.3 Re-election of KPMG S.A., Geneva branch for a term of 1 year Management No
Action
5. Approve the cancellation of 185,000.000 shares repurchased under Management No
the share buy-back programme, and reduction of share capital by Action
CHF 18,500.000, and amend the Article 3 of the Articles of
Association as specified
6. Amend the New Article 4 of the Articles of Association as Management No
specified Action
SAIPEM S P A
SECURITY T82000117 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 16-Apr-2010
ISIN IT0000068525 AGENDA 702295026 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A-SECOND CALL ON 26 APR 2010. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
AMENDED. PLEASE BE ALSO-ADVISED THAT YOUR SHARES WILL BE BLOCKED
UNTIL THE QUORUM IS MET OR THE-MEETING IS CANCELLED. THANK YOU.
1 Approve the financial statement at 31 DEC 2009, consolidated Management No
financial statement at 31 DEC 2009; report of the Board of Action
Directors, the Board of Auditors and Independent Auditors
2 Approve the allocation of profits Management No
Action
3 Approve the revocation of task of auditing to Pricewaterhouse and Management No
assignment of task of auditing to Reconta Ernst Young Action
14
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
SYNGENTA AG, BASEL
SECURITY H84140112 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 20-Apr-2010
ISIN CH0011037469 AGENDA 702303164 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE Non-Voting
SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS
MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE
THAT A MARKER MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU
H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT Non-Voting
UNDER MEETING-610186 INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST B-E NOTIFIED TO THE COMPANY
REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRA-TION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED
AFTER TH-E CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS.
THANK YOU.
1. Approve the annual report including annual accounts, compensation Management No
report and accounts of the Group for 2009 Action
2. Grant discharge to the Members of the Board of Directors and the Management No
Management Action
3. Approve the appropriation of the balance profit of 2008 and Management No
dividend resolution Action
4.1 Approve the partial amendment of the By-laws regarding the Management No
creation of the authorized share capital Action
4.2 Approve the partial amendment of the By-laws regarding the shares Management No
certificates and book entry Action
4.3 Approve formal adjustments in Articles 9, 11 Paragraph 1, 17, 18, Management No
24 Paragraph 1, 27 and 28 of the Articles of Association Action
5.1 Re-elect Mr. Michael Mack to the Board of Directors, for a three- Management No
year term of office Action
5.2 Re-elect Mr. Jacques Vincent to the Board of Directors, for a Management No
three-year term of office Action
6. Election of Ernst and Young AG as the Auditors, for the business Management No
year 2010 Action
DANONE, PARIS
SECURITY F12033134 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN FR0000120644 AGENDA 702273145 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
- - French Resident Shareowners must complete, sign and forward the Non-Voting
Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary,
please contact your representative
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS Non-Voting
ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS Non-Voting
AVAILABLE BY-CLICKING ON THE MATERIAL
URL-LINK-https://balo.journal-
officiel.gouv.fr/pdf/2010/0301/201003011000503.pdf
O.1 Approve the Company's financial statements for the FYE on 31 DEC Management No
2009 Action
O.2 Approve the consolidated financial statements for the FYE on 31 Management No
DEC 2009 Action
O.3 Approve the allocation of income for the FYE on 31 DEC 2009 and Management No
setting of the dividend at EUR 1.20 per share Action
O.4 Approve the renewal of Mr. Franck RIBOUD's term as a Board member Management No
Action
O.5 Approve the renewal of Mr. Emmanuel FABER's term as a Board member Management No
Action
O.6 Approve the renewal of the Company PricewaterhouseCoopers Audit Management No
as a permanent Statutory Auditor Action
O.7 Appointment of the Cabinet Ernst & Young et Autres as a permanent Management No
Statutory Action
O.8 Appointment of Mr. Yves NICOLAS as a substitute Statutory Auditor Management No
Action
O.9 Appointment of the Company Auditex as a substitute Statutory Management No
Auditor Action
15
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
O.10 Approve the agreements under the Statutory Auditors' special Management No
report Action
O.11 Approve the agreements and Undertakings pursuant to Articles L. Management No
225-38 and L. 225-42-1 of the Commercial Code relating to Mr. Action
Franck RIBOUD
O.12 Approve the agreements and Undertakings pursuant to Articles L. Management No
225-38 and L. 225-42-1 of the Commercial Code relating to Mr. Action
Emmanuel FABER
O.13 Approve the agreements and Undertakings pursuant to Articles L. Management No
225-38 and L. 225-42-1 of the Commercial Code relating to Mr. Action
Bernard HOURS
O.14 Authorize the Board of Directors to purchase, hold or transfer Management No
Company's shares Action
E.15 Authorize the Board of Directors to carry out allocations of Management No
Company's existing shares or to be issued Action
E.16 Amend Article 26 II of the Statutes relating to the limitation of Management No
the voting rights Action
E.17 Grant powers for the formalities Management No
Action
ANGLO AMERN PLC
SECURITY G03764134 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN GB00B1XZS820 AGENDA 702293882 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive the financial statements of the Company and the group and Management For For
the reports of the Directors and Auditors for the YE 31 DEC 2009
2 Election of Sir Philip Hampton as a Director of the Company Management For For
3 Election of Ray O'Rourke as a Director of the Company Management For For
4 Election of Sir John Parker as a Director of the Company Management For For
5 Election of Jack Thompson as a Director of the Company Management For For
6 Re-election of Cynthia Carroll as a Director of the Company Management For For
7 Re-election of Nicky Oppenheimer as a Director of the Company Management For For
8 Re-appointment of Deloitte LLP as the Auditors of the Company for Management For For
the ensuing year
9 Authorize the Directors to determine the remuneration of the Management For For
Auditors
10 Approve the Director's remuneration report for the YE 31 DEC 2009 Management For For
set out in the annual report
11 Approve that the authority conferred on the Directors by Article Management For For
9.2 of the Company's new Articles as defined in Resolution 14 to
be adopted at the conclusion of this AGM pursuant to Resolution
14 be renewed upon the new Articles becoming effective for the
period ending at the end of the AGM in 2011 or on 30 JUN 2011,
whichever is the earlier and for such period the Section 551
amount shall be USD 72.3 million; such authority shall be in
substitution for all previous authorities pursuant to section 551
of the Companies Act 2006
S.12 Approve, subject to the passing of Resolution 11 above, to renew Management For For
the power conferred on the Directors by Article 9.3 of the
Company's New Articles to be adopted at the conclusion of the AGM
pursuant to Resolution 14 upon the New Articles becoming
effective for the period referred to in such resolution and for
such period the Section 561 amount shall be USD 36.1 million;
such authority shall be in substitution for all previous powers
pursuant to Section 561 of the Companies Act 2006
S.13 Authorize the Company, pursuant to Section 701 of the Companies Management For For
Act 2006, to make market purchases with in the meaning of Section
693 of the Companies Act 2006 of ordinary shares of 54 86/91 US
cents each in the capital of the Company provided that, the
maximum number of ordinary shares of 54 86/31 US cents each in
the capital of the Company to be acquired is 197.3 million, at a
minimum price which may be paid for an ordinary share is 54 86/91
US cents and the maximum price which may be paid for an ordinary
share is an amount equal to the higher of 105% of the average of
the middle market quotation for an ordinary share, as derived
from the London Stock Exchange Daily Official List, CONTD
- - CONTD for the 5 business days immediately preceding the day on Non-Voting
which such-ordinary share is contracted to be purchased and the
highest current bid as-stipulated by Article 5(1) of the Buy-back
and stabilization regulations-2003; Authority expires at the
conclusion of the AGM of the Company in 2011-except in relation
to the purchase of ordinary shares the contract for which-was
concluded before the expiry of such authority and which might be
executed-wholly or partly after such expiry unless such authority
is renewed prior to-such time
S.14 Amend the Articles of Association of the Company by deleting all Management For For
the provisions of the Company's Memorandum of Association by
virtue of Section 28 of the Companies Act 2006, are to be treated
as provisions of the Company's Articles of Association; and adopt
the Articles of Association of the Company to the meeting and
initialed by the Chairman of the meeting for the purpose of
identification the 'New Articles' in substitution for, and to the
exclusion of the existing Articles of Association
S.15 Approve that a general meeting other than the AGM may be called Management For For
on not less than 14 clear days' notice
16
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
HEINEKEN NV
SECURITY N39427211 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN NL0000009165 AGENDA 702317341 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
- - PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL Non-Voting
MEETING ARE-RELAXED AS THERE IS A REGISTRATION DEADLINE / RECORD
DATE ASSOCIATED WITH-THIS MEETING. THANK YOU.
- - Opening Non-Voting
1.a Receive the report for the FY 2009 Non-Voting
1.b Adopt the financial statements for the FY 2009 Management For For
1.c Approve the appropriation of the balance of the income statement Management For For
in accordance with Article 12 paragraph 7 of the Company's
Articles of Association
1.d Grand discharge to the Members of the Executive Board Management For For
1.e Grand discharge to the Members of the Supervisory Board Management For For
2 Approve the acquisition of 100% of the beer operations of Fomento Management For For
Economico Mexicano, S.A.B. de C.V (FEMSA) via an all share
transaction
3.a Authorize the Managing Board, subject to the approval of the Management For For
Supervisory Board, to cause the Company to acquire its own shares
for valuable consideration, up to a maximum number which, at the
time of acquisition, the Company is permitted to acquire pursuant
to the provisions of Section 98, Subsection 2, of Book 2 of the
Netherlands Civil Code; such acquisition may be effected by means
of any type of contract, including stock exchange transactions
and private transactions; the price must lie between the nominal
value of the shares and an amount equal to 110% of the market
price; by 'market price ' is understood the opening price reached
by the shares on the date of acquisition, as evidenced by the
official price list of Euronext Amsterdam NV; [Authority expires
after 18 months commencing on 22 APR 2010]
3.b Approve to designate the Managing Board, subject to the approval Management For For
of the Supervisory Board, for a period of 18 months as the body
which is authorised, to resolve to issue shares to FEMSA [and its
affiliates] up to a number of shares not exceeding 86,029,019
shares in exchange for the transfer by FEMSA of its beer
operations [consisting of all shares of common stock in FEMSA
Cerveza held by FEMSA and its affiliates'] to the Company and
subject to FEMSA [and its affiliates] transferring 43,018,320 of
these new shares to Heineken Holding N.V. in exchange for
43,018,320 new Heineken Holding N.V. shares to be issued to FEMSA
[and its affiliates]
3.c Approve to designate the Managing Board, subject to the approval Management For For
of the Supervisory Board, for a period of 18 months as the body
which is authorised to resolve to issue shares up to a number of
shares not exceeding 10% of the number of issued shares in the
capital of the Company; the authorisation may be used in
connection with the Long-Term Incentive Plan for the Members of
the Executive Board and the Long-Term Incentive Plan for the
Senior Management, but may also serve other purposes,such as the
issue of those of the allotted shares that will not be
repurchased under Resolution 3.a and other acquisitions
3.d Authorize the Executive Board to restrict or exclude shareholders Management For For
pre-emptive rights
4 Corporate governance, comply or explain report Non-Voting
5.a Approve the adjustments to the Remuneration Policy for the Management For For
Executive Board
5.b Approve the related amendment to the Long Term Incentive Plan for Management For For
the Executive Board
6.a Appointment of Mr. J.A. Fernandez Carbajal as a Member of the Management For For
Supervisory
6.b Appointment of Mr. J.G. Astaburuaga Sanjines as a Member of the Management For For
Supervisory
6.c Re-appoint Mr. C.J.A. van Lede as a Member of the Supervisory Management For For
Board
6.d Re-appoint Mr. J.M. de Jong as a Member of the Supervisory Board Management For For
6.e Re-appoint Mrs. A.M. Fentener van Vlissingen as a Member of the Management For For
Supervisory Board
- - Closing Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF Non-Voting
RESOLUTIONS 3.A,-3.B AND 3.C. 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.
17
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 22-Apr-2010
ISIN US71654V4086 AGENDA 933245284 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
O1 MANAGEMENT REPORT, FINANCIAL STATEMENTS AND AUDIT COMMITTEE'S Management For For
OPINION FOR THE FISCAL YEAR 2009
O2 CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR 2010 Management For For
O3 DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2009 Management For For
O4 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Management For For
O5 ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS Management For For
O6 ELECTION OF MEMBERS OF THE AUDIT BOARD AND THEIR RESPECTIVE Management For For
SUBSTITUTES
O7 ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND EFFECTIVE Management For For
MEMBERS OF THE AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN
THE PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE BYLAWS.
E1 INCREASE IN THE CAPITAL STOCK THROUGH THE INCORPORATION OF PART Management For For
OF THE REVENUE RESERVES AND PROFIT RESERVES.
E2 THE WAIVER OF THE PREFERENCE RIGHT AT THE QUATTOR PARTICIPACOES Management For For
S.A. EQUITY ISSUANCE, AS A RESULT OF THE ACQUISITION OF THE
STAKES HELD BY UNIAO DE INDUSTRIAS PETROQUIMICAS S.A.
GALP ENERGIA SGPS- S.A
SECURITY X3078L108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2010
ISIN PTGAL0AM0009 AGENDA 702312428 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Ratify the cooptation of the Directors for the Board of Directors Management No
Action
2 Approve to resolve on the Management consolidated report, Management No
individual and consolidated accounts, for the year 2009, as well Action
as remaining reporting documents
3 Approve to resolve on the proposal for application of profits Management No
Action
4 Approve to resolve on the Companies governance Management No
report Action
5 Approve to resolve on a general appraisal of the Company's Management No
Management and Supervision Action
6 Approve the statement on the remuneration policy Management No
Action
ORASCOM TELECOM S A E
SECURITY 68554W205 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 26-Apr-2010
ISIN US68554W2052 AGENDA 702366356 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Ratify and approve the Board of Directors report on the Company's Management No
activity during the FYE 31 DEC 2009 Action
2. Approve the financial statements of the FYE 31 DEC 2008 and Management No
ratification of the general balance sheet and the profits and Action
loss accounts of the FYE 31 DEC 2009
3. Ratify the Auditor's report of the FYE 31 DEC 2008 Management No
Action
4. Approve the distribution of profits of the FYE 31 DEC 2009 Management No
Action
5. Grant discharge to the Chairman and the Board Members regarding Management No
the FYE 31 DEC 2009 Action
6. Approve and specification of the BM's compensation and allowances Management No
regarding the FYE 31 DEC 2010 Action
7. Appointment of the Company's Auditor during the YE 31 DEC 2010 Management No
and approve to determine his annual professional fees Action
8. Approve the delegation of the Board of Directors to conclude Management No
related parties agreements with subsidiaries and affiliates Action
9. Approve the delegation of the Board of Directors to conclude Management No
loans and mortgages and to issue securities for lenders regarding Action
the Company and its subsidiaries and affiliates
10. Approve and recognition of the donations made during the FY 2008 Management No
and authorize the Board of Directors to make donations during the Action
FY 2010
11. Approve the amendments introduced to the Board of Director's Management No
Constitution Action
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A SE-COND CALL ON 03 MAY 2010. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
18
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
SYNTHES INC
SECURITY 87162M409 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Apr-2010
ISIN US87162M4096 AGENDA 702335298 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Report on the business year 2009 Non-Voting
2 Guest speech: Dr. Kurt Altermatt president Executive Committee, Non-Voting
Solothurner Sp-italer AG
3 Approve the report on the FY, the annual accounts and the Management For For
consolidated accounts for 2009
4 Approve a dividend of CHF 1.35 per share subject to applicable Management For For
withholding tax to be paid free of charges starting 05 MAY 2010
5.1 Re-election of Charles Hedgepeth as a Member to the Board of Management For For
Directors
5.2 Re-election of Amin Khoury as a Member to the Board of Directors Management For For
5.3 Re-election of Jobst Wagner as a Member to the Board of Directors Management For For
5.4 Election of Daniel Eicher as a Member to the Board of Directors Management For For
6 Ratify the selection of Ernst and Young as the Auditors for 2010 Management For For
7 Miscellaneous Non-Voting
BRITISH AMERN TOB PLC
SECURITY G1510J102 MEETING TYPE Annual General Meeting
TICKER SYMBOL BTI MEETING DATE 28-Apr-2010
ISIN GB0002875804 AGENDA 702338131 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 647102 DUE TO Non-Voting
CHANGE IN VOTING 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 accounts and the reports of the Directors and Management For For
Auditors for the YE 31 DEC 2009
2. Approve the remuneration report of the Directors for the YE 31 Management For For
DEC 2009
3. Declare a final dividend of 71.6p per ordinary share in respect Management For For
of the YE 31 DEC 2009, payable on 06 MAY 2010 to shareholders on
the register at the close of business on 12 MAR 2010
4. Re-appoint PricewaterhouseCoopers LLP as the Company's Auditors Management For For
5. Authorize the Directors to agree on the Auditors' remuneration Management For For
6.a Re-appoint Dr. Ana Maria Llopis as a Director who retires by Management For For
rotation
6.b Re-appoint Christine Morin-Postel as a Director who retires by Management For For
rotation
6.c Re-appoint Anthony Ruys as a Director who retires by rotation Management For For
7. Re-appoint Richard Burrows as a Director Management For For
8. Authorize the Directors, in accordance with Section 551 of the Management For For
Companies Act 2006, to allot shares in the Company and to grant
rights to subscribe for, or to convert any security into, shares
in the Company ("Rights"): (a) up to an aggregate nominal amount
of GBP 166,391,574; and (b) up to a further aggregate nominal
amount of GBP 166,391,574 provided that: (i) they are equity
securities (within the meaning of Section 560(1) of the Companies
Act 2006); and (ii) they are offered by way of a rights issue to
holders ("shareholders") of ordinary shares of 25p each in the
capital of the Company ("ordinary shares") on the register of
members at such record dates as the Directors may determine where
the equity securities respectively attributable to the interests
of the shareholders CONTD
- - CONTD are proportionate to the respective numbers of ordinary Non-Voting
shares held or d-eemed to be held by them on any such record
dates, subject to such exclusions-or other arrangements as the
Directors may deem necessary or expedient to deal-with treasury
shares, fractional entitlements or legal or practical problems-
arising under the laws of any overseas territory or the
requirements of any re-gulatory body or stock exchange or by
virtue of shares being represented by de-positary receipts or any
other matter, provided that this; Authority shall exp-ire on the
date of the next AGM of the Company after the passing of this
Resol- ution or, if earlier, on 28 JUL 2011 ; save that the
Company shall be entitled-to make offers or agreements before the
expiry of such authority which would-or might require shares to
be allotted or Rights to be granted
S.9 Authorize the Directors, pursuant to Sections 570 and 573 of the Management For For
Companies Act 2006, to allot equity securities (within the
meaning of Section 560 of that Act) for cash either pursuant to
the authority conferred by Resolution 8 above or by way of a sale
of treasury shares as if Section 561(1) of that Act did not apply
to any such allotment, provided that this power shall be limited
to: (a) the allotment of equity securities in connection with an
offer of securities (but in the case of the authority granted
under paragraph (b) of Resolution 8 by way of rights issue only)
in favor of the holders ("shareholders") of ordinary shares of
25p each in the capital of the Company ("ordinary shares") on the
register of members at such record dates as the Directors may
determine where the equity securities respectively attributable
to the interests CONTD
19
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
- - CONTD of the shareholders are proportionate (as nearly as may be Non-Voting
practicable)-to the respective numbers of ordinary shares held or
deemed to be held by them-on any such record dates, subject to
such exclusions or other arrangements as-the Directors may deem
necessary or expedient to deal with treasury shares, f- ractional
entitlements or legal or practical problems arising under the
laws o-f any overseas territory or the requirements of any
regulatory body or stock e-xchange or by virtue of shares being
represented by depositary receipts or any-other matter; and (b)
the allotment (otherwise than pursuant to paragraph (a)-of this
Resolution 9) to any person or persons of equity securities up to
an-aggregate nominal amount of GBP 24,958,736 and shall expire
upon the expiry of-the general authority conferred by CONTD
- - CONTD Resolution 8 above, save that the Company shall be entitled Non-Voting
to make offe-rs or agreements before the expiry of such power
which would or might require-equity securities to be allotted
after such expiry and the Directors shall be-entitled to allot
equity securities pursuant to any such offer or agreement as-if
the power conferred hereby had not expired
S.10 Authorize the Company, for the purposes of Section 701 of the Management For For
Companies Act 2006, to make market purchases (within the meaning
of Section 693 (4) of that Act ) of ordinary shares of 25p each
in the capital of the Company ("ordinary shares") provided that:
(a) the maximum number of ordinary shares that may be purchased
is 199.6 million representing approximately 10% of the issued
ordinary share capital of the Company as at 19 March 2010; (b)
the minimum price that may be paid for an ordinary share is 25p;
(c) the maximum price that may be paid for an ordinary share is
an amount equal to 105% of the average of the middle-market
prices shown in the quotation for an ordinary share as derived
from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which the ordinary
CONTD
- - CONTD share is contracted to be purchased; Authority shall expire Non-Voting
on the date-of the next AGM of the Company after the passing of
this Resolution or, if ear-lier, on 28 JUL 2011 ; and the Company
shall be entitled to make offers or agr-eements before the expiry
of such authority which would or might require share-s to be
allotted or Rights to be granted (e) the Company may enter into a
cont-ract to purchase its ordinary shares under this authority
prior to its expiry,-which contract will or may be executed
wholly or partly after such expiry, an-d may purchase its
ordinary shares in pursuance of any such contract
S.11 Approve that a general meeting, other than an AGM, may be called Management For For
on not less than 14 clear days' notice
S.12 Adopt, with effect from the end of the meeting, pursuant to Management For For
Resolution 13 being passed, the form of the Articles of
Association produced to the meeting (the "New Articles") as the
Articles of Association of the Company in substitution for, and
to the exclusion of, the existing Articles of Association of the
Company; and, if Resolution 13 has not been passed, adopt the New
Articles as the Articles of Association of the Company in
substitution for, and to the exclusion of, the existing Articles
of Association of the Company save that Article 113 of the
existing Articles of Association shall be retained as Article 113
in the new Articles of Association
S.13 Approve, that with effect from the end of the meeting: if Management For For
Resolution 12 has been passed, the new Articles of Association of
the Company, adopted with effect from the end of the meeting,
shall include the changes to Article 113 as set out in the New
Articles; and, if Resolution 12 has not been passed, amend the
existing Articles of Association of the Company by substituting
Article 113 as set out in the New Articles for, and to the
exclusion of, Article 113 of the existing Articles of Association
of the Company
BOUYGUES, PARIS
SECURITY F11487125 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN FR0000120503 AGENDA 702283603 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS Non-Voting
ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
French Resident Shareowners must complete, sign and forward the Non-Voting
Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary,
please contact your representati-ve
o.1 Approve the annual accounts for the year 2009 Management For For
o.2 Approve the consolidated accounts and operations for the year 2009 Management For For
o.3 Approve to allocate the result and setting of the dividend Management For For
o.4 Approve regulated agreements and commitments Management For For
20
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
o.5 Approve the renewal of the Director's mandate held by Monsieur Management For For
Lucien Douroux
o.6 Approve the renewal of the Director's mandate held by Monsieur Management For For
Yves Gabriel
o.7 Approve the renewal of the Director's mandate held by Monsieur Management For For
Patrick Kron
o.8 Approve the renewal of the Director's mandate held by Monsieur Management For For
Jean Peyrelevade
o.9 Approve the renewal of the Director's mandate held by Monsieur Management For For
Francois-Henri Pinault
o.10 Approve the renewal of the Director's mandate held by SCDM Management For For
o.11 Appointment of Madame Colette Lewiner as a Director Management For For
o.12 Election of a Director who is a Member of the Supervisory Board Management For For
of one of the Communal Placement funds representing shareholders
who are employees
o.13 Election of a Director who is a Member of the Supervisory Board Management For For
of one of the Communal Placement Funds representing shareholders
who are employees
o.14 Approve the renewal of the Censor's mandate of Monsieur Alain Management For For
Pouyat
o.15 Approve the renewal of auditors' Mazars mandate Management For For
o.16 Appointment of an Additional Auditor, Monsieur Philippe Castagnac Management For For
o.17 Authorize the Board of Directors to allow the Company to operate Management For For
using its equity
e.18 Authorize the Board of Directors to reduce capital stock by Management For For
canceling shares
e.19 Authorize the Board of Directors to go ahead, in favor of Management For For
salaried employees, and social agents of the Company or Companies
within its group, or certain categories of them, with free
allocations of existing shares or ones to be issued
e.20 Authorize the Board of Directors to issue share subscription Management For For
vouchers during a public offer concerning Company securities
e.21 Authorize the Board of Directors to increase capital stock during Management For For
a public offer
e.22 Amend the Articles of Association Management For For
e.23 Powers for formalities Management For For
- - Please note that important additional meeting information is Non-Voting
available by-clicking on the material URL link -
https://balo.journal-
-officiel.gouv.fr/pdf/2010/0308/201003081000603.pdf
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING Non-Voting
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.
ASTRAZENECA PLC, LONDON
SECURITY G0593M107 MEETING TYPE Annual General Meeting
TICKER SYMBOL AZN MEETING DATE 29-Apr-2010
ISIN GB0009895292 AGENDA 702296410 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Receive the Company's accounts and the reports of the Directors Management For For
and the Auditor for the YE 31 DEC 2009
2. Approve to confirm the first interim dividend of USD 0.59 [36 Management For For
pence, SEK 4.41] per ordinary share and to confirm as the final
dividend for 2009 the second interim dividend of USD 1.71 [105.4
pence, SEK 12.43] per ordinary share
3. Re-appoint KPMG Audit Plc, London as the Auditor of the Company Management For For
4. Authorize the Directors to agree the remuneration of the Auditor Management For For
5.A Re-elect Louis Schweitzer as a Director in accordance with Management For For
Article 65 of the Company's Articles of Association, who retires
at the AGM in 2011
5.B Re-elect David Brennan as a Director in accordance with Article Management For For
65 of the Company's Articles of Association, who retires at the
AGM in 2011
5.C Re-elect Simon Lowth as a Director in accordance with Article 65 Management For For
of the Company's Articles of Association, who retires at the AGM
in 2011
5.D Re-elect Jean Philippe Courtois as a Director in accordance with Management For For
Article 65 of the Company's Articles of Association, who retires
at the AGM in 2011
5.E Re-elect Jane Henney as a Director in accordance with Article 65 Management For For
of the Company's Articles of Association, who retires at the AGM
in 2011
5.F Re-elect Michele Hooper as a Director in accordance with Article Management For For
65 of the Company's Articles of Association, who retires at the
AGM in 2011
5.G Re-elect Rudy Markham as a Director in accordance with Article 65 Management For For
of the Company's Articles of Association, who retires at the AGM
in 2011
5.H Re-elect Dame Nancy Rothwell as a Director in accordance with Management For For
Article 65 of the Company's Articles of Association, who retires
at the AGM in 2010
5.I Re-elect John Varley as a Director in accordance with Article 65 Management For For
of the Company's Articles of Association, who retires at the AGM
in 2011
21
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
5.J Re-elect Marcus Wallenberg as a Director in accordance with Management For For
Article 65 of the Company's Articles of Association, who retires
at the AGM in 2011
6. Approve the Directors' remuneration report for the YE 31 DEC 2009 Management For For
7. Authorize the Company and to make donations to Political Parties Management For For
and 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 next 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 Directors , pursuant to Section 551 of the Management For For
Companies Act 2006 to: (i) allot shares in the Company, and to
grant rights to subscribe for or to convert any security into
shares in the Company: up to an aggregate nominal amount of USD
121,034,506; and comprising equity securities [as specified in
the Companies Act 2006] up to an aggregate nominal amount of USD
242,069,013 [including within such limit any shares issued or
rights granted in this resolution] in connection with an offer by
way of a rights issue: (i) to holders of ordinary shares in
proportion [as nearly 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 the Directors consider 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 they
consider 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 AGM of the Company in 29 JUN 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;
subject to this resolution, all existing authorities given to the
Directors pursuant to Section 80 of the Companies Act 1985 or
Section 551 of the Companies Act 2006 by way of the ordinary
resolution of the Company passed on 30 APR 2009 be revoked by
this resolution; and this resolution shall be without prejudice
to the continuing authority of the Directors to allot shares, or
grant rights to subscribe for or convert any security into
shares, pursuant to an offer or agreement made by the Company
before the expiry of the authority pursuant to which such offer
or agreement was made
S.9 Approve, subject to the passing of Resolution 8 as specified in Management For For
the Notice of AGM of the Company convened for 29 APR 2010 and in
place of the power given to them pursuant to the special
resolution of the Company passed on 30 APR 2009 and authorize the
Directors, pursuant to Section 570 and section 573 of the
Companies Act 2006 to allot equity securities [as specified in
the Companies Act 2006] for cash, pursuant to the authority
conferred by Resolution 8 in the Notice of AGM as if Section
561(1) of the Act did not apply to the allotment this power:
expires [unless previously renewed, varied or revoked by the
Company in general meeting] at the end of the next AGM of the
Company after the date on which this resolution is passed [or, if
earlier, at the close of business on 29 JUN 2011], but the
Company may make an offer or agreement which would or might
require equity securities to be allotted after expiry of this
power and the Directors may allot equity securities in pursuance
of that offer or agreement as if this power had not expired; and
shall be limited to the allotment of equity securities in
connection with an offer of equity securities [Authority expires
the earlier of the conclusion of the AGM of the Company in 29 JUN
2010]: (i) to the ordinary shareholders in proportion [as nearly
as may be practicable] to their existing
holdings; and (ii) to people who hold other equity securities, if
this is required by the rights of those securities or, if the
Directors consider 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 they consider
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; and (c) in the case of the authority granted under
Resolution 8 shall be limited to the allotment of equity
securities for cash otherwise than pursuant to this resolution up
to an aggregate nominal amount of USD 18,155,176; this power
applies in relation to a sale of shares which is an allotment of
equity securities by virtue of Section 560(3) of the Companies
Act 2006 as if in the first paragraph of this resolution the
words "pursuant to the authority conferred by Resolution 8 in the
Notice of AGM" were omitted
22
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
S.10 Authorize the Company, to make market purchases [within the Management For For
meaning of section 693(4) of the Companies Act 2006] of its
ordinary shares of USD 0.25 each in the capital of the Company
provided that the maximum number of ordinary shares which may be
purchased is 145,241,408; the minimum price [exclusive of
expenses] which may be paid for each ordinary share is USD 0.25;
and the maximum price [exclusive of expenses] which may be paid
for each ordinary share is the higher of: (i) an amount equal to
105% of the average of the middle market quotations for an
ordinary share of the Company as derived from the London Stock
Exchange Daily Official List for the 5 business days immediately
preceding the day on which the ordinary share is contracted to be
purchased; and (ii) an amount equal to the higher of the price of
the last independent trade of an ordinary share and the highest
current independent bid for an ordinary share as derived from the
London Stock Exchange Trading System; [authority shall expire at
the conclusion of the AGM of the Company held in 2011 or, if
earlier, at the close of business on 29 JUN 2011] [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]
S.11 Approve the general meeting other than an AGM may be called on Management For For
not less than 14 clear days' notice
S.12 Amend the Articles of Association of the Company by deleting all Management For For
the provisions of the Company Memorandum of Association which, by
virtue of Section 28 of the Companies Act 2006, are to be treated
as provisions of the Company's Articles of Association; and the
Articles of Association produced to the meeting and initialled by
the Chairman of the meeting for the purpose of identification as
the Articles of Association of the Company in substitution for,
and to the exclusion of, the existing Articles of Association
13. Approve the Directors rules of the AstraZeneca Investment Plan Management For For
[Plan], the main features of which are as specified, and,
authorize the Directors, to do all such acts and things as they
may consider necessary or expedient to carry the Plan into effect
and to establish one or more schedules to the Plan as they
consider necessary in relation to employees in jurisdictions
outside the United Kingdom, with any modifications necessary or
desirable to take account of local securities laws, exchange
control and tax legislation, provided that any ordinary shares of
the Company made available under any schedule are treated as
counting against the relevant limits on individual and overall
participation under the Plan
PLEASE NOTE THAT THIS IS A REVISION DUE TO INSERTION OF VOTING Non-Voting
OPTIONS COMMENT-. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR Non-Voting
'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS
SECURITY F90676101 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN FR0000131708 AGENDA 702317416 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS Non-Voting
ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE.
- - French Resident Shareowners must complete, sign and forward the Non-Voting
Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary,
please contact your-representative.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS Non-Voting
AVAILABLE BY-CLICKING ON THE MATERIAL URL
LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2010/0324/201003241000827.pdf
O.1 Approve the annual accounts for the YE 31 DEC 2009 Management For For
O.2 Approve the allocation of the result for the YE 31 DEC 2009 Management For For
O.3 Approve the consolidated accounts for the YE 31 DEC 2009 Management For For
O.4 Approve t he Special Auditors' report on the regulated agreements Management For For
specified in Articles L. 225-35 et sequence of the Code du
Commerce Commercial Code
O.5 Approve the Directors' fees Management For For
O.6 Appointment of Ernst & Young Et Autres as an Auditor Management For For
O.7 Appointment of PricewaterhouseCoopers Audit as an Auditor Management For For
23
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Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
O.8 Appointment of Auditex as an Assistant Auditor Management For For
O.9 Appointment of Yves Nicolas as an Assistant Auditor Management For For
O.10 Ratify the head office transfer Management For For
O.11 Authorize the Board of Directors to buy Company shares Management For For
E.12 Authorize the Board of Directors to reduce capital stock by Management For For
canceling shares bought pack previously
E.13 Authorize the Board of Directors to allocate performance shares Management For For
firstly, to paid members of Technip staff and secondly, to paid
Members of staff and Executive Directors of Companies affiliated
to the Company as specified in Article L. 225-197-2 of the Code
du Commerce
E.14 Authorize the Board of Directors to allocate performance shares Management For For
to the Chairman of the Board of Directors and/or the Chief
Executive Officer of Technip, the Company's Executive Director
E.15 Authorize the Board of Directors to allocate share purchase Management For For
subscription options firstly, to paid members of Technip staff
and secondly, to paid Members of staff and Executive Directors of
Companies affiliated to the Company as specified in Article L.
225-180 of the Code du Commerce
E.16 Authorize the Board of Directors to allocate share purchase Management For For
subscription options to the Chairman of the Board of Directors
and/or the Chief Executive Officer of Technip, the Company's
Executive Director
E.17 Authorize the Board of Directors to increase capital stock for Management For For
Members of a Company savings plan
EO.18 Powers for formalities Management For For
HENNES & MAURITZ AB
SECURITY W41422101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2010
ISIN SE0000106270 AGENDA 702355733 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER Non-Voting
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 BENEFICIAL OWNER INFORMATION Non-Voting
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 SWEDEN ACCEPT ABSTAIN Non-Voting
AS A VALID VO-TE OPTION. THANK YOU
1 Opening of the AGM Non-Voting
2 The election of Lawyer Sven Unger as a Chairman for the AGM as Non-Voting
proposed by the-Election Committee
3 Address by Managing Director Karl-Johan Persson followed by an Non-Voting
opportunity to-ask questions about the Company
4 Establishment and the voting list Non-Voting
5 Approval of the agenda Non-Voting
6 The election of people to check the minutes Non-Voting
7 Examination of whether the meeting was duly convened Non-Voting
8.a Presentation of the annual accounts and the Auditors' report as Non-Voting
well as the co-nsolidated accounts and the consolidated Auditors'
report, and the Auditors' s-tatement on whether the guidelines
for remuneration to Senior Executives appli-cable since the last
AGM have been specified
8.b Statement by the Company's Auditor and the Chairman of the Non-Voting
Auditing Committee
8.c Statement by the Chairman of the Board on the work of the Board Non-Voting
8.d Statement by the Chairman of the Election Committee on the work Non-Voting
of the Electio-n Committee
9.a Adopt the income statement and the balance sheet as well as the Management For For
consolidated income statement and the consolidated balance sheet
9.b Approve a dividend to the Shareholders of SEK 16.00 per share; Management For For
the Board of Directors has proposed Tuesday 04 MAY 2010 as the
record date; if the resolution is passed, dividends are expected
to be paid out by Euroclear Sweden AB on Friday 07 MAY 2010
9.c Grant discharge to the Members of the Board and the Managing Management For For
Director from liability to the Company
10 Approve the establishment of the number of Board Members at 8 and Management For For
with no Deputy Board Members
11 Approve the establishment of fees to the Board and the Auditors Management For For
as specified
12 Election of Anders Dahlvig and Christian Sievert as the New Management For For
Members and re-elect Mia Brunell Livfors, Lottie Knutson, Sussi
Kvart, Bo Lundquist, Stefan Persson and Melker Schorling;
Chairman of the Board: re-election of Stefan Persson; Stig
Nordfelt has declined re-election
13 Approve the establishment of principles for the Election Management For For
Committee and election of Members of the Election Committee as
specified
14 Approve the resolution on share split and amend Section 4 of the Management For For
Articles of Association
15 Approve the guidelines for remuneration to Senior Executives as Management For For
specified
16 Closing of the AGM Non-Voting
24
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
BAYER AG, LEVERKUSEN
SECURITY D0712D163 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 30-Apr-2010
ISIN DE000BAY0017 AGENDA 702267534 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS REQUIRE THAT Non-Voting
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 DEPENDING ON SOME Non-Voting
SUBCUSTODIANS'-PROCESSING IN THE MARKET. PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE TO-OBTAIN BLOCKING INFORMATION FOR
YOUR ACCOUNTS.
1. Submission of the confirmed financial statements of Bayer AG and Management For For
consolidated financial statements of the Bayer Group, the
combined management report, the report of the Supervisory Board
as well as the explanatory report by the Board of Management on
takeover-relevant information for the FY 2009 and the Board of
Management proposal for the distribution of the profit;
resolution on the distribution of profit
2. Ratification of actions of the members of the Board of Management Management For For
3. Ratification of actions of the members of the Supervisory Board Management For For
4. Approval of the compensation system for members of the Board of Management For For
Management
5. Rescission of the existing Authorized Capital I, creation of a Management For For
new Authorized Capital I with the option of exclusion of
subscription rights and amendment of Section 4 Paragraph 2 of the
Articles of Incorporation [capital stock]
6. Rescission of the existing Authorized Capital II, creation of a Management For For
new Authorized Capital II with the option of exclusion of the
subscription rights and amendment of Section 4 Paragraph 3 of the
Articles of Incorporation [capital stock]
7. Authority to issue bonds with warrants, convertible bonds, profit Management For For
sharing rights or profit participation bonds [or a combination of
these instruments] and to exclude subscription rights, creation
of a new conditional capital through the rescission of the
existing conditional capital and amendment of the Articles of
Incorporation
8. Authorization for the acquisition and use of treasury shares with Management For For
the possible exclusion of subscription rights and any other
tender rights
9. Adjustments to the Articles of Incorporation in Section 14, 15 Management For For
and 16 concerning the Act Implementing the Stockholder Rights
Directive [ARUG]
10. Appointment of the Auditor for the audit of the financial Management For For
statements and the audit review of the half-year financial report
ALLIANZ SE, MUENCHEN
SECURITY D03080112 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN DE0008404005 AGENDA 702315133 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS REQUIRE THAT Non-Voting
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 USUAL THANK YOU
The registration for the General Meeting of Shareholders does not Non-Voting
result in th-e shares being blocked. Please contact the
relationship manager of your deposi-tary bank to clarify variant
procedures in the German market.
1. Presentation of the approved Annual Financial Statements and the Non-Voting
approved Cons-olidated Financial Statements as at December 31,
2009, and of the Management R-eports for Allianz SE and for the
Group, the Explanatory Reports on the inform-ation pursuant to
Paragraph 289 (4), Paragraph 315 (4) and Paragraph 289 (5) o- f
the German Commercial Code (Handelsgesetzbuch) as well as the
Report of the-Supervisory Board for the fiscal year 2009
25
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
2. Appropriation of net earnings Management For For
3. Approval of the actions of the members of the Management Board Management For For
4. Approval of the actions of the members of the Supervisory Board Management For For
5. By-election to the Supervisory Board Management For For
6. Approval of the remuneration system for the Management Board Management For For
members of Allianz SE
7. Creation of an Authorized Capital 2010/I, cancellation of the Management For For
Authorized Capital 2006/I and corresponding amendment to the
Statutes
8. Creation of an Authorized Capital 2010/II for the issuance of Management For For
shares to employees, cancellation of the Authorized Capital
2006/II and corresponding amendment to the Statutes
9. Approval of a new authorization to issue bonds carrying Management For For
conversion and/or option rights as well as convertible
participation rights, creation of a Conditional Capital 2010,
cancellation of the current authorization to issue bonds carrying
conversion and/or option rights, cancellation of the Conditional
Capital 2006 and corresponding amendment to the Statutes
10. Authorization to acquire treasury shares for trading purposes Management For For
11. Authorization to acquire and utilize treasury shares for other Management For For
purposes
12. Authorization to use derivatives in connection with the Management For For
acquisition of treasury shares pursuant to Paragraph 71 (1) no. 8
of the German Stock Corporation Act (Aktiengesetz)
13. Approval of control and profit transfer agreement between Allianz Management For For
SE and Allianz Common Applications and Services GmbH
14. Approval of control and profit transfer agreement between Allianz Management For For
SE and AZ-Argos 45 Vermoegensverwaltungsgesellschaft mbH
CRH PLC
SECURITY G25508105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN IE0001827041 AGENDA 702347192 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Approve to consider the Company s financial statements and the Management For For
reports of the Directors and the Auditors for the YE 31 DEC 2009
2 Approve to declare a dividend on the ordinary shares Management For For
3 Approve the report on Directors remuneration for the YE 31 DEC Management For For
2009
4.1 Re-election of Mr. U-H Felcht as a Director Management For For
4.2 Re-election of Mr. DN O'Connor as a Director Management For For
4.3 Re-election of Mr. WI O'Mahony as a Director Management For For
4.4 Re-election of Mr. JW Kennedy as a Director Management For For
5 Authorize the Directors to fix the remuneration of the Auditors Management For For
S.6 Authorize the Directors, accordance with the powers, provisions Management For For
and limitations of Article 11 e of the Articles of Association of
the Company, be and they are hereby empowered to allot equity
securities for cash and in respect of sub-paragraph, thereof up
to an aggregate nominal value of EUR 11,868,000; this authority
shall expire at the close of the business on the earlier of the
date of the AGM in 2011 or 04 AUG 2011
S.7 Authorize the Company to purchase ordinary shares on the market Management For For
as defined in section 212 of the Companies Act, 1990 , in the
manner provided for in Article 8A of the Articles of Association
of the Company up to a maximum of 10% of the ordinary shares in
issue at the date of the passing of this resolution; this
authority shall expire at the close of the business on the
earlier of the date of the AGM in 2011 or 04 AUG 2011
S.8 Authorize the Company to re-issue treasury shares as defined in Management For For
section 212 of the Companies Act, 1990, in the manner provided
for in Article 8A of the Articles of Association of the Company;
this authority shall expire at the close of the business on the
earlier of the date of the AGM in 2011 or 4 AUG 2011
9 Approve to resolved that the provision in Article 60 a of the Management For For
Articles of Association of the Company allowing for the convening
of EGM by at least 14 clear days notice where such meetings are
nit convened for the passing of a special resolution shall
continue to be effective
10 Authorize the Directors of the Company of share option schemes Management For For
the 2010 Share Option Schemes, the principal features of which
are summarized in the circular to shareholders on 31 MAR 2010
that accompanies the notice convening this meeting; i) take all
such action or steps including the making of amendments to the
2010 share option schemes and the rules thereof as may be
necessary to obtain the approval of the relevant revenue
authorities for the said schemes; ii) establish schemes in the
other jurisdictions similar in substance in the schemes but
modified to take account of local tax, exchange control or
securities laws in overseas territories, provided that any shares
made available under any scheme will be treated as counting
towards any limits on individual or overall participation in the
2010 share option schemes
26
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
11 Authorize the Directors of the Company of savings-related share Management For For
option schemes the 2010 Savings-Related Share Option Schemes ,
the principal features of which are summarized in the circular to
shareholders on 31 MAR 2010 that accompanies the notice convening
this meeting; i) take all such action or steps including the
making of amendments to the 2010 savings-related share option
schemes and the rules thereof as may be necessary to obtain the
approval of the relevant revenue authorities for the said
schemes; ii) establish schemes in the other jurisdictions similar
in substance to the 2010 savings-related share option schemes but
modified to take account of local tax, exchange control or
securities laws in overseas territories, provided that any shares
made available under any such scheme will be treated as counting
towards any limits on individual or overall participation in the
2010 savings-related share option schemes
S.12 Authorize the Articles of Association of the Company, deleting Management For For
the definition of the Acts and replacing it with the following
definition as specified; deleting Article 60 a and replacing it
with the following new Article 60 a as specified; deleting
Article 61and replacing it with the following new Article 61 as
specified; deleting the existing Article 70 as specified;
inserting the following new Articles 71 and 73 as specified;
deleting the existing Article 72 and replacing it with the
following new Article 74; the renumbering of the Articles of
Association and all cross references therein to reflect the
amendments provided as specified
HONGKONG LD HLDGS LTD
SECURITY G4587L109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN BMG4587L1090 AGENDA 702360835 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive the financial statements for 2009 and to declare a final Management For For
dividend
2 Re-elect Lord Leach of Fairford as a Director Management For For
3 Re-elect Dr. Richard Lee as a Director Management For For
4 Re-elect Y.K. Pang as a Director Management For For
5 Re-elect James Watkins as a Director Management For For
6 Re-elect John R. Witt as a Director Management For For
7 Re-appoint the Auditors and authorize the Directors to fix their Management For For
remuneration
8 Approve to renew the general mandate to the Directors to issue Management For For
new shares
9 Approve to renew the general mandate to the Directors to purchase Management For For
the Company's shares
XSTRATA PLC
SECURITY G9826T102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 05-May-2010
ISIN GB0031411001 AGENDA 702374935 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive and adopt the annual report and financial statements of Management For For
the Company, and the reports of the Directors and the Auditors
thereon, for the YE 31 DEC 2009
2 Declare a final dividend of USD 0.08 cents per Ordinary Share in Management For For
respect of the YE 31 DEC 2009
3 Approve the Directors remuneration report for the YE 31 DEC 2009 Management For For
4 Re-election of Mick Davis as a Director Management For For
5 Re-election of David Rough as a Director Management For For
6 Re-election of Sir. Steve Robson as a Director Management For For
7 Re-election of Willy Strothotte as a Director Management For For
8 Election of Dr. Con Fauconnier as a Director Management For For
9 Re-appoint Ernst & Young LLP as the Auditors to the Company to Management For For
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company and authorize the
Directors to determine the remuneration of the Auditors
27
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
10 Authorize the Directors, pursuant to Section 551 of the Companies Management For For
Act 2006 to: (i) allot shares in the Company, and to grant rights
to subscribe for or to convert any security into shares in the
Company: (A) up to an aggregate nominal amount of USD
489,835,270; and (B) comprising equity securities (as defined in
Section 560 of the Companies Act 2006) up to an aggregate nominal
amount of USD 979,670,540 (including within such limit any shares
issued or rights granted under paragraph (A) above) in connection
with an offer by way of a rights issue: (I) to holders of
ordinary shares in proportion (as nearly 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 the Directors consider 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 they consider 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; for a period expiring
(unless previously renewed, varied or revoked by the Company in a
general meeting) at the end of the next annual general meeting of
the Company after the date on which this resolution is passed;
and (ii) make an offer or agreement which would or might require
shares to be allotted, or rights to subscribe for or convert any
security into shares to be granted, after expiry of this
authority and the directors may allot shares and grant rights in
pursuance of that offer or agreement as if this authority had not
expired, (b) that, subject to paragraph (c) below, all existing
authorities given to the Directors pursuant to Section 80 of the
Companies Act 1985 to allot relevant securities (as defined by
the Companies Act 1985) by the passing on 05 MAY 2009 of the
resolution numbered 8 as set out in the notice of
the Company's seventh AGM (the "2009 AGM Notice") be revoked by
this resolution, (c) that paragraph (b) above shall be without
prejudice to the continuing authority of the directors to allot
shares, or grant rights to subscribe for or convert any
securities into shares, pursuant to an offer or agreement made by
the Company before the expiry of the authority pursuant to which
such offer or agreement was made
S.11 Authorize the Directors, subject to the passing of Resolution 10 Management For For
in the Notice of AGM and in place of the power given to them by
the passing on 05 MAY 2009 of the resolution numbered 9 as set
out in the 2009 AGM Notice, pursuant to Section 570 and Section
573 of the Companies Act 2006 to allot equity securities (as
defined in Section 560 of the Companies Act 2006) for cash,
pursuant to the authority conferred by Resolution 10 in the
Notice of AGM as if Section 561(1) of the Companies Act 2006 did
not apply to the allotment, this power: (a) expires (unless
previously renewed, varied or revoked by the Company in a general
meeting) at the end of the next AGM of the Company after the date
on which this resolution is passed, but the Company may make an
offer or agreement which would or might require equity securities
to be allotted after expiry of this power and the Directors may
allot equity securities in pursuance of that offer or agreement
as if this power had not expired; and (b) shall be limited to the
allotment of equity securities in connection with an offer of
equity securities (but in the case of the authority granted under
Resolution 10 (a)(i)(B), by way of a rights issue only): (i) to
the ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and (ii) to people who
hold other equity securities, if this is required by the rights
of those securities or, if the Directors consider 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 they consider 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; and (c) in the case of the
authority granted under Resolution 10 (a)(i)(A) shall be limited
to the allotment of equity securities for cash otherwise than
pursuant to paragraph (b) up to an aggregate nominal amount of
USD 73,475,290; this power applies in relation to a sale of
shares which is an allotment of equity securities by virtue of
Section 560(3) of the Act as if the first paragraph of this
resolution the words "pursuant to the authority conferred by
Resolution 10 in the Notice of Annual General Meeting" were
omitted
S.12 Approve that any EGM of the Company (as defined in the Company's Management For For
Articles of Association as a general meeting other than an AGM)
may be called on not less than 20 clear days' notice
S.13 Amend, with effect from the conclusion of the meeting: (A) save Management For For
for Clause 4.3 of the Company's Memorandum of Association (the
"Memorandum") which shall remain in full force and effect, the
Articles of Association of the Company by deleting the provisions
of the Company's Memorandum which, by virtue of Section 28
Companies Act 2006, are to be treated as provisions of the
Company's Articles of Association; and (B) the amendments to the
Company's Articles of Association which are shown in the draft
Articles of Association labelled "A" for the purposes of
identification, the main features of which are as specified,
shall become effective
28
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
SCHRODERS PLC, LONDON
SECURITY G7860B102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2010
ISIN GB0002405495 AGENDA 702301514 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive the Directors report and the accounts of the Company for Management For For
the YE 31 DEC 2009
2 Approve the remuneration report for the YE 31 DEC 2009 Management For For
3 Election of Robin Buchanan, who retires in accordance with Management For For
Article 79, as a
4 Re-election of Michael Miles, who retires in accordance with Management For For
Article 80, as a Director of the Company
5 Re-election of Merlyn Lowther, who retires in accordance with Management For For
Article 80, as a Director of the Company
6 Re-election of Bruno Schroder, who retires having served more Management For For
than 9 years, as a Director of the Company
7 Re-appointment of PricewaterhouseCoopers LLP as Auditors of the Management For For
Company to hold office from the conclusion of this meeting until
the conclusion of the next general meeting at which accounts are
laid before the Company in accordance with Section 489 of the
Companies Act 2006
8 Authorize the Directors to fix the remuneration of Management For For
PricewaterhouseCoopers LLP as Auditors of the Company
9 Authorize the Directors to allot equity securities up to and Management For For
aggregate nominal amount of GBP 5,000,000; Authority shall expire
on 30 MAY 2011 or at the conclusion of the next AGM of the
Company after the passing of this resolution whichever is earlier
and the Directors may allot equity securities in pursuance of
such an offer or agreement as if the authority conferred hereby
had not expired, for the purposes of this authority the
expression equity securities shall mean equity securities as
specified in Section 560 of the Companies Act 2006 CONTD...
- - CONTD...but shall not in any circumstances include ordinary Non-Voting
shares as-specified in the Company's Articles of Association , or
any right to-subscribe for, or to convert any security into,
ordinary shares
10 Approve the Schroders 2010 Long Term Incentive Plan and authorize Management For For
the Directors of the Company to do all such acts and things
necessary or expedient to carry the same into effect
S.11 Authorize the Company, for the purposes of Section 701 of the Management For For
Companies Act 2006. to make one or more market purchases within
the meaning of Section 693(4) of the Companies Act 2006 of
non-voting ordinary shares of GBP 1 each shares , subject to the
following conditions: such authority be limited to a maximum
number of 14,400,000 Shares; in the case of purchases made
otherwise than by tender offer, the maximum price, exclusive of
expenses, at which Shares may be purchases is the higher of 5%
above the average of the middle market quotations for the Shares
as derived from the London Stock Exchange Daily Official List for
the five business days preceding the date on which the tender
offer is announced; the minimum price at which shares may be
purchased is GBP 1 per share, exclusive of expenses CONTD...
- - CONTD...and Authority expires at the conclusion of the next AGM Non-Voting
of the Company; and the Company may before such expiry enter
into a contract to purchase-Shares which would or might be
completed or executed wholly or partly after-its expiry and may
make a purchase of Shares in pursuance of any such-contract
S.12 Approve the general meeting other than an AGM may be called on Management For For
not less that 14 clear days' notice
S.13 Amend the Articles of Association of the Company by deleting all Management For For
the provisions from the Company's Memorandum of Association
which, by virtue of Section 28 of the Companies Act 2006, are to
be treated as provisions of the Company's Articles of
Association; and that the regulations initialed by the Chairman
be adopted as the Articles of Association of the Company in
substitution for, and to the exclusion of, the existing Articles
of Association
SMITH & NEPHEW GROUP P L C
SECURITY G82343164 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2010
ISIN GB0009223206 AGENDA 702316426 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST 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. Adrian Hennah Management For For
5 Re-elect Mr. Ian E Barlow Management For For
6 Re-elect Prof. Genevieve B. Berger Management For For
7 Re-elect Mr. Richard De Schutter Management For For
8 Re-elect Dr. Rolf W. H. Stomberg Management For For
9 Re-appoint the Auditors Management For For
10 Authorize the Directors to determine the remuneration of the Management For For
Auditors
11 Approve to renew the Directors authority to allot shares Management For For
S.12 Approve the Smith and Nephew Global Share Plan 2010 Management For For
S.13 Adopt the new Articles of Association Management For For
S.14 Approve to renew the Directors authority for the dissaplication Management For For
of pre emption rights
S.15 Approve to renew the directors limited authority to make market Management For For
purchases of the Company's own shares
S.16 Grant authority to the general meetings to be held on 14 days Management For For
notice
29
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
JARDINE MATHESON HLDGS LTD
SECURITY G50736100 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2010
ISIN BMG507361001 AGENDA 702325932 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive the financial statements and the Independent Auditors Management For For
report for the YE 31 DEC 2009, and to declare a final dividend
2 Re-election of Adam Keswick as a Director Management For For
3 Re-election of Ben Keswick as a Director Management For For
4 Re-election of Lord Leach of Fairford as a Director Management For For
5 Re-election of Giles White as a Director Management For For
6 Re-appointment of Auditors; authorize the Directors to fix their Management For For
remuneration
7 Authorize the Directors of the Company to exercise during the Management For For
relevant period of all powers of the Company to allot or issue
shares and to make and grant offers, agreements and options which
would or might require shares to be allotted, issued or disposed
of during or after the end of the relevant period up to an
aggregate nominal amount of USD 53.2 million, be and is hereby
generally and unconditionally approved, and; the aggregate
nominal amount of share capital allotted or agreed conditionally
or unconditionally to be allotted wholly for cash by the
Directors pursuant to the approval in paragraph a otherwise than
pursuant to a rights issue, or the issue of shares pursuant to
the Company's employee share purchase trust, shall not exceed USD
7.9 million, and the said approval shall be limited accordingly
8 Authorize the Directors of the Company to exercise all powers of Management For For
the Company to purchase its own shares, subject to and in
accordance with all applicable laws and regulations, during the
relevant period be and is hereby generally and unconditionally
approved; the aggregate nominal amount of shares of the Company
which the Company may purchase pursuant to the approval in
paragraph a of this resolution shall be less than 15 percent of
the aggregate nominal amount of the existing issued share capital
of the Company at t he date of this meeting, and such approval
shall be limited accordingly; the approval in paragraph a of this
resolution shall, where permitted by applicable laws and
regulations and subject to the limitation in paragraph b of this
resolution, extend to permit the purchase of shares of the...
CONTD
- - ... CONTD company i) by subsidiaries of the company and ii) Non-Voting
pursuant to the-terms of put warrants or financial instruments
having similar effect 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 the price which-the
company may pay for shares purchased on exercise of put warrants
shall-not exceed 15 percent more than the average of the market
quotations for the-shares for a period of not more than 30 nor
less than the five dealing days-falling one day prior to the date
of any public announcement by the Company-of the proposed issue
of put warrants
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF Non-Voting
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.
GLAXOSMITHKLINE PLC
SECURITY G3910J112 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2010
ISIN GB0009252882 AGENDA 702362980 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive and adopt the Directors' report and the financial Management For For
statements for the YE 31 DEC 2009
2 Approve the remuneration report for the YE 31 DEC 2009 Management For For
3 Re-elect Dr. Stephanie Burns as a Director Management For For
4 Re-elect Mr. Julian Heslop as a Director Management For For
5 Re-elect Sir Deryck Maughan as a Director Management For For
6 Re-elect Dr. Daniel Podolsky as a Director Management For For
7 Re-elect Sir Robert Wilson as a Director Management For For
8 Authorize the Audit & Risk Committee to re-appoint Management For For
PricewaterhouseCoopers LLP as the Auditors to the Company to hold
office from the end of the meeting to the end of the next Meeting
at which accounts are laid before the Company
30
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
9 Authorize the Audit & Risk Committee to determine the Management For For
remuneration of the Auditors
10 Authorize the Director of the Company, in accordance with Section Management For For
366 of the Companies Act 2006 (the 'Act') the Company is, and all
Companies that are at any time during the period for which this
resolution has effect subsidiaries of the company are,
authorized: a) to make political donations to political
organizations other than political parties, as defined in Section
363 of the Act, not exceeding GBP 50,000 in total; and b) to
incur political expenditure, as defined in Section 365 of the
Act, not exceeding GBP 50,000 in total, during the period
beginning with the date of passing this resolution and ending at
the end of the next AGM of the company to be held in 2011 or, if
earlier, on 30 JUN 2011
11 Authorize the Directors, in substitution for all subsisting Management For For
authorities, to exercise all powers of the Company to allot
shares in the Company and to grant rights to subscribe for or
convert any security into shares in the Company: a) up to an
aggregate nominal amount of GBP 432,578,962; [such amount to be
reduced by the nominal amount allotted or granted under paragraph
(b) in excess of such sum]; and b) comprising equity securities
[as specified in Section 560(1) of the Act] up to a nominal
amount of GBP 865,157,925 [such amount to be reduced by any
allotments or grants made under paragraph (a) above] 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 holders of other equity
securities as required by the rights of those securities or as
the Board otherwise considers necessary, and so that the
Directors may impose any limits or make such exclusions or other
arrangements as they consider expedient in relation to treasury
shares, fractional entitlements, record dates, legal, regulatory
or practical problems under the laws of, or the requirements of
any relevant regulatory body or stock exchange in, any territory,
or any matter whatsoever, which authorities shall expire at the
end of the next AGM of the company to be held in 2011 or, if
earlier, on 30 JUN 2011, and the Directors may allot shares or
grant rights to subscribe for or convert any security into shares
in pursuance of such an offer or agreement as if the relevant
authority conferred hereby had not expired
12 Authorize the Directors of the Company, subject to Resolution 11 Management For For
being passed, the Directors be and are hereby empowered to allot
equity securities for cash pursuant to the authority conferred on
the Directors by Resolution 11 and/or where such allotment
constitutes an allotment of equity securities under section
560(3) of the Act, free of the restrictions in Section 561(1) of
the Act, provided that this power shall be limited: (a) to the
allotment of equity securities in connection with an offer or
issue of equity securities [but in the case of the authority
granted under paragraph (b) of Resolution 11, by way of a rights
issue only]: (i) to ordinary shareholders in proportion [as
nearly as may be practicable] to their existing holdings; and
(ii) to holders of other equity securities, as required by the
rights of those securities or as the Board otherwise considers
necessary, but so that the Directors may impose any limits or
make such exclusions or other arrangements as they consider
expedient in relation to treasury shares, fractional
entitlements, record dates, legal, regulatory or practical
problems under the laws of, or the requirements of any relevant
regulatory body or stock exchange in, any territory, or any
matter whatsoever; and (b) in the case of the authority granted
under paragraph (a) of Resolution 11 and/ or in the case of any
transfer of treasury shares which is treated as an allotment of
equity securities under Section 560(3) of the Act, to the
allotment (otherwise than pursuant to sub-paragraph (a) above) of
equity securities up to an aggregate nominal amount of GBP
64,893,333, and shall expire at the end of the next AGM of the
company to be held in 2011 [or, if earlier, at the close of
business on 30 JUN 2011] and the Directors may allot equity
securities in pursuance of such an offer or agreement as if the
power conferred hereby had not expired
13 Authorize the Directors of the Company, for the purposes of Management For For
section 701 of the Act to make market purchases (within the
meaning of Section 693(4) of the Act) of its own Ordinary shares
of 25p each provided that: (a) the maximum number of Ordinary
shares hereby authorized to be purchased is 519,146, 669; (b) the
minimum price which may be paid for each Ordinary share is 25p;
(c) the maximum price which may be paid for each Ordinary share
shall be the higher of (i) an amount equal to 5% above the
average market value of the Company's ordinary shares for the
five business days immediately preceding the day on which the
ordinary share is contracted to be purchased and (ii) the higher
of the price of the last independent trade and the highest
current independent bid on the London Stock Exchange Official
List at the time the purchase is carried out; and (d) the
authority conferred by this resolution shall, unless renewed
prior to such time, expire at the end of the next AGM of the
Company to be held in 2011 or, if earlier, on 30 JUN 2011
[provided that the company may enter into a contract for the
purchase of Ordinary shares before the expiry of this authority
which would or might be completed wholly or partly after such
expiry and the company may purchase Ordinary shares pursuant to
any such contract under this authority]
31
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
14 Authorize the Directors, (a) in accordance with Section 506 of Management For For
the Act, the name of the person who signs the Auditors' reports
to the Company's members on the annual accounts and auditable
reports of the Company for the year ending 31 DEC 2010 as senior
Statutory Auditor [as defined in Section 504 of the Act] for and
on behalf of the Company's Auditors, should not be stated in
published copies of the reports [such publication being as
defined in Section 505 of the Act] and the copy of the reports to
be delivered to the registrar of Companies under Chapter 10 of
Part 15 of the Act; and (b) the Company considers on reasonable
grounds that statement of the name of the senior statutory
auditor would create or be likely to create a serious risk that
the senior Statutory Auditor, or any other person, would be
subject to violence or intimidation
15 Approve the general meeting of the Company other than an AGM may Management For For
be called on not less than 14 clear days' notice
16 Amend: (a) the Articles of Association of the company be amended Management For For
by deleting all the provisions of the Company's Memorandum of
Association which, by virtue of Section 28 of the Act, are to be
treated as provisions of the Company's Articles of Association;
and (b) the Articles of Association produced to the meeting, and
initialled by the Chairman for the purpose of identification, be
adopted as the Articles of Association of the Company in
substitution for, and to the exclusion of, all existing Articles
of Association of the Company
STANDARD CHARTERED PLC
SECURITY G84228157 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 07-May-2010
ISIN GB0004082847 AGENDA 702319547 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Receive the report and accounts Management For For
2. Declare the final dividend Management For For
3. Approve the Directors' remuneration report Management For For
4. Re-elect Mr. J.F.T. Dundas as Non-Executive Director Management For For
5. Re-elect Miss V.F. Gooding CBE as Non-Executive Director Management For For
6. Re-elect Mr. R.H.P. Markham as Non-Executive Director Management For For
7. Re-elect Mr. J.W. Peace as Chairman Management For For
8. Re-elect Mr. P.A. Sands as an Executive Director Management For For
9. Re-elect Mr. P.D. Skinner as Non-Executive Director Management For For
10. Re-elect Mr. O.H.J. Stocken, as Non-Executive Director Management For For
11. Election of Mr. J.S. Bindra, who was appointed as an Executive Management For For
Director by the Board since the last AGM of the Company
12. Election of Mr. R. Delbridge, who was appointed as an Non- Management For For
Executive Director by the Board since the last AGM of the Company
13. Election of Dr. Han Seung-soo KBE, who was appointed as an Management For For
Non-Executive Director by the Board since the last AGM of the
Company
14. Election of Mr. S.J. Lowth, who was appointed as an Non- Management For For
Executive Director by the Board since the last AGM of the Company
15. Election of Mr. A.M.G. Rees, who was appointed as an Executive Management For For
Director by the Board since the last AGM of the Company
16. Re-appoint the Auditor Management For For
17. Authorize the Board to set the Auditor's fees Management For For
18. Authorize the Company and its subsidiaries to make political Management For For
donations
19. Authorize the Board to allot shares Management For For
20. Approve to extend the authority to allot shares Management For For
21. Authorize the Board to allot shares in connection with the Indian Management For For
listing
S.22 Approve to disapply pre-emption rights Management For For
S.23 Approve to disapply pre-emption rights in connection with the Management For For
Indian listing
S.24 Authorize the Company to buy back its Ordinary Shares Management For For
S.25 Authorize the Company to buy back its Preference Shares Management For For
S.26 Adopt the new Articles of Association Management For For
S.27 Authorize the Company to call a general meeting other than an AGM Management For For
on not less than 14 clear days' notice
28. Amend the Standard Chartered 2006 Restricted Share Scheme Management For For
29. Approve the waiver in respect of the reporting and annual review Management For For
requirements in respect of ongoing banking transactions with
associates of Temasek that the Company has not been able to
identify
30. Approve the waiver in respect of the requirement to enter into Management For For
fixed-term written agreements with Temasek and its associates in
respect of ongoing banking transactions
31. Approve future ongoing banking transactions with Temasek and its Management For For
associates, including the waiver in respect of the requirement to
set an annual cap
32
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
BG GROUP PLC
SECURITY G1245Z108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-May-2010
ISIN GB0008762899 AGENDA 702320374 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Receive the accounts and reports of the Directors and the Management For For
Auditors for the YE 31 DEC 2009
2. Approve the remuneration report of the BG Group plc annual report Management For For
and accounts for the YE 31 DEC 2009
3. Declare a final dividend in respect of the YE 31 DEC 2009 of 6.73 Management For For
pence per ordinary share payable on 21 MAY 2010 to holders of
ordinary shares on the register of shareholders of the Company at
the close of business on 16 APR 2010
4. Election of Mark Seligman as a Director of the Company Management For For
5. Re-elect Peter Backhouse as a Director of the Company, who Management For For
retires by rotation
6. Re-elect Lord Sharman as a Director of the Company, who retires Management For For
by rotation
7. Re-elect Philippe Varin, as a Director of the Company, who Management For For
retires by rotation
8. Re-appoint PricewaterhouseCoopers LLP as the Auditors of the Management For For
Company, to hold office until the conclusion of the next general
meeting at which accounts are laid before the Company
9. Authorize the Audit Committee to approve the remuneration of the Management For For
Auditors
10. Authorize the Company, with Sections 366 and 367 of the Companies Management For For
Act 2006 [the "Act"], and all Companies which are subsidiaries of
the Company during the period when this resolution has effect to;
make political donations to political parties or independent
election candidates up to a total aggregate amount of GBP15,000;
make political donations to political organisations other than
political parties up to a total aggregate amount of GBP 15,000;
and incur political expenditure up to a total aggregate amount of
GBP 20,000; [Authority expires at the conclusion of the next AGM
of the Company]; provided that, in any event, the total aggregate
amount of all political donations and political expenditure
incurred by the Company and its subsidiaries in such period shall
not exceed GBP 50,000; for the purposes of this resolution,
'political donations', 'political organisations', 'political
parties' and 'political expenditure' shall have the meanings
given to them in Sections 363 to 365 of the Act
11. Authorize the Directors in accordance with Section 551 of the Act Management For For
to exercise all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for, or to convert any
security into, shares in the Company ["Rights"]; up to an
aggregate nominal amount of GBP 115,641,305; and up to a further
aggregate nominal amount of 112,536,365 provided that [i] they
are equity securities [within the meaning of Section 560[1] of
the Act], and [ii] they are offered by way of a rights issue to
holders of ordinary shares on the register of Members at such
record date as the Directors may determine where the equity
securities respectively attributable to the interests of the
ordinary shareholders are proportionate [as nearly as may be
practicable] to the respective numbers of ordinary shares held or
deemed to be held by them on any such record date end to other
holders of equity securities entitled to participate therein,
subject to such exclusions or other arrangements as the Directors
may deem necessary or expedient to deal with treasury shares,
fractional entitlements or legal or practical problems arising
under the laws of any overseas territory or the requirements of
any regulatory body or stock exchange or by virtue of shares
being represented by depositary receipts or any other matter;
[Authority expires at the conclusion of the next AGM of the
Company]; the Directors shall be entitled to make offers or
agreements before the expiry of such authority which would or
might require shares to be allotted or Rights to be granted after
such expiry and the Directors shall be entitled to allot shares
and grant Rights pursuant to any such offer or agreement as if
this authority had not expired; and all unexercised authorities
previously granted to the Directors to allot shares and grant
Rights be and are hereby revoked
33
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
S.12 Authorize the Directors, pursuant to Sections 570 and 573 of the Management For For
Act to allot equity securities [within the meaning of Section 560
of the Act] for cash either pursuant to the authority conferred
by Resolution 11 above or by way of a sale of treasury shares as
if Section 561[1] of the Act did not apply to any such allotment
provided that this power shall be limited to: the allotment of
equity securities in connection with an offer of securities [but
in the case of the authority granted under paragraph II of the
Resolution 11 by way of a rights issue only] in favour of the
holders of ordinary shares on the register of Members at such
record date as the Directors may determine and other persons
entitled to participate therein, where the equity securities
respectively attributable to the interests of the ordinary
shareholders are proportionate [as nearly as may be practicable]
to the respective number of ordinary shares held or deemed to be
held by them on any such record date, subject to such exclusions
or other arrangements as the Directors may deem necessary or
expedient to deal with treasury shares, fractional entitlements
or legal or practical problems arising under the laws of any
overseas territory or the requirements of any regulatory body or
stock exchange or by virtue of shares being represented by
depositary receipts or any other matter; and the allotment
[otherwise than pursuant to sub-paragraph I of this Resolution
12] to any person or persons of equity securities up to an
aggregate nominal amount of GBP16,880,454; and shall expire upon
the expiry of the general authority conferred by Resolution 11
above, the Directors shall be entitled to make offers or
agreements before the expiry of such power which would or might
require equity securities to be allotted after such expiry and
the Directors shall be entitled to allot equity securities
pursuant to any such offer or agreement as if the power conferred
hereby had not expired
S.13 Authorize the Company to make market purchases [within the Management For For
meaning of Section 693[4] of the Act] of ordinary shares of 10
pence each of the Company on such terms and in such manner as the
Directors may from time to time determine, provided that: the
maximum number of ordinary shares hereby authorized to be
acquired is 337,609,096 representing approximately 10% of the
issued ordinary share capital of the Company as at 10 MAR 2010;
the minimum price that may be paid for any such ordinary share is
10 pence, the nominal value of that share; the maximum price that
may be paid for any such ordinary share is an amount equal to
105% of the average of the middle market quotations for an
ordinary share in the Company as derived from the London Stock
Exchange Daily Official List for the five business days
immediately preceding the day on which such ordinary share is
contracted to be purchased; [Authority expires at the conclusion
of the next AGM of the Company]; and the Company may make a
contract to purchase its ordinary shares under the authority
hereby conferred prior to the expiry of such authority, which
contract will or may be executed wholly or partly after the
expiry of such authority, and may purchase its ordinary shares in
pursuance of any such contract
S.14 Approve the general meeting, other than an AGM, may be called on Management For For
not less than 14 clear days' notice
S.15 Approve and adopt, with effect from the conclusion of the AGM, Management For For
the Articles of Association contained in the document produced to
the Meeting and signed by the Chairman for the purposes of
identification as the new Articles of Association of the Company
in substitution for, and to the exclusion of, the Articles of
Association of the Company in effect immediately prior to that
time
TULLOW OIL PLC
SECURITY G91235104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 12-May-2010
ISIN GB0001500809 AGENDA 702357232 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Receive and adopt the annual accounts and associated reports Management For For
2 Declare the final dividend of 4.0p per ordinary share Management For For
3 Receive and approve the Director's remuneration report Management For For
4 Re-election of Aidan Heavey as a Director Management For For
5 Re-election of Angus McCoss as a Director Management For For
6 Re-election of David Williams as a Director Management For For
7 Re-election of Pat Plunkett as a Director Management For For
8 Re-appointment of Deloittee LLP as the Auditors and authorize the Management For For
Directors to determine their remuneration
9 Approve to renew Director's authority to allot shares Management For For
10 Approve to dis-apply statutory pre-emption rights Management For For
11 Authorize the Company to hold general meeting on no less than 14 Management For For
clear day's notice
12 Adopt the new Articles of Association of the Company Management For For
13 Approve the Tullow Oil 2010 Share Option Plan Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN SPELLING OF Non-Voting
DIRECTOR NAME-S OF RESOLUTIONS 4 AND 7. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NO-T RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS-. THANK YOU.
34
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
THE SWATCH GROUP AG, NEUENBURG
SECURITY H83949133 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 12-May-2010
ISIN CH0012255144 AGENDA 702369314 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE Non-Voting
SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS
MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE
THAT A MARKER MAY BE PLACED ON YOUR SHAR-ES TO ALLOW FOR
RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU
H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRE-SENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT Non-Voting
UNDER MEETING-695475, 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 2009 annual report (annual report, financial Management No
statements and consolidated financial statements) Action
2 Grant discharge to the Board of Directors for the FY 2009 Management No
Action
3 Approve the appropriates 2009 profit of CHF 466,318,860.25 Management No
resulting from the balance sheet (net income as of 31 DEC 2009 of Action
CHF 432,821,927.52 plus balance brought forward from the previous
year of CHF 33,496,932.73) as specified
4.1 Election of Esther Grether to the Board of Directors for 3 year Management No
period Action
4.2 Election of Dr.H.C. Nayla Hayek to the Board of Directors for 3 Management No
year period Action
4.3 Election of Dr. Peter Gross to the Board OF Directors for 3 year Management No
period Action
4.4 Election of Dr. H.C. Nicolas G. Hayek to the Board of Directors Management No
for 3 year period Action
4.5 Election of Prof. Dr.H.C. Claude Nicollier to the Board of Management No
Directors for 3 year period Action
4.6 Election of Johann Niklaus Schneider-Ammann to the Board of Management No
Directors for 3 year period Action
4.7 Election of Ernst Tanner to the Board of Directors for 3 year Management No
period Action
4.8 Election of Georges Nicolas Hayek as a new Member to the Board of Management No
Directors for 3 year period Action
4.9 Election of DR. Jean-Pierre Roth as a new Member to the Board of Management No
Directors for 3 year period Action
5 Appointment of PricewaterhouseCoopers Ltd as the Statutory Management No
Auditors for another period of one year Action
6 Approve the adaptation of Article 8 Paragraph 4 of the Statutes Management No
as specified Action
SWIRE PAC LTD
SECURITY Y83310105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 13-May-2010
ISIN HK0019000162 AGENDA 702349261 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Declare the final dividends Management For For
2.a Re-elect P.A. Johansen as a Director Management For For
2.b Re-elect J.R. Slosar as a Director Management For For
3 Re-appoint PricewaterhouseCoopers as the Auditors and authorize Management For For
the Directors to fix their remuneration
4 Authorize the Directors, subject to this resolution, during the Management For For
relevant period of all the powers of the Company 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
approval in paragraph (a) 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 at the
conclusion of the next AGM of the Company; the expiration of the
period within which the next AGM of the Company is required by
law to be held; and the revocation or variation of the authority
given under this Resolution by ordinary resolution of the
shareholders in general meeting and references to "shares"
include securities which carry a right to subscribe for or
purchase shares
5 Authorize the Directors, during the Relevant Period to allot, Management For For
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, CONTD.
35
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
- - CONTD. shall not exceed the aggregate of 20% of the aggregate Non-Voting
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 at the
conclusion of the next-AGM of the Company; and the expiration of
the period within which the next-AGM of the Company is required
by law to be held; and the revocation or-variation of the
authority given under this Resolution by ordinary resolution-of
the shareholders in general meeting
- - PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF "ABSTAIN" WILL Non-Voting
BE TREATED-THE SAME AS A "TAKE NO ACTION" VOTE.
SANOFI-AVENTIS, PARIS
SECURITY F5548N101 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 17-May-2010
ISIN FR0000120578 AGENDA 702297931 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
- - French Resident Shareowners must complete, sign and forward the Non-Voting
Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary,
please contact your representative
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS Non-Voting
ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN
"AGAINST" VOTE
1 Approve the company's accounts for FY 2009 Management For For
2 Approve the consolidated accounts for FY 2009 Management For For
3 Approve the allocation of the result, setting of the dividend Management For For
4 Approve the special report by the Statutory Auditors on accounts Management For For
prepared in accordance with Article L.225-40 of the Code de
Commerce
5 Ratify the co-opting Mr. Serge Weinberg as a Director Management For For
6 Approve the non-renewal of a Director's appointment/Nomination Management For For
Mr. Jean-Marc Bruel/ Mrs. Catherine Brechignac as a Director
7 Approve the renewal of Director's appointment Mr. Robert Castaigne Management For For
8 Approve the renewal of a Director's appointment of Lord Douro Management For For
9 Approve the renewal of a Director's appointment of Mr. Christian Management For For
Mulliez
10 Approve the renewal of a Director's appointment of Mr. Management For For
Christopher Viehbacher
11 Authorize the Board of Directors to trade in the Company's shares Management For For
E.12 Amend the Article 11 of the Articles of Association Management For For
E.13 Grant powers to accomplish the necessary formalities Management For For
INVESTMENTS AB KINNEVIK, STOCKHOLM
SECURITY W4832D110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-May-2010
ISIN SE0000164626 AGENDA 702402772 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER Non-Voting
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 BENEFICIAL OWNER INFORMATION Non-Voting
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 SWEDEN ACCEPT ABSTAIN Non-Voting
AS A VALID VO-TE OPTION. THANK YOU
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 646721 DUE TO Non-Voting
DELETION 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.
1 Election of Lawyer Wilhelm Luning as Chairman of the AGM Non-Voting
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda Non-Voting
36
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
4 Election of 1 or 2 persons to check and verify the minutes Non-Voting
5 Determination of whether the AGM has been duly convened Non-Voting
6 Presentation of the annual report and Auditor's report and of the Non-Voting
Group annual-report and the Group Auditor's report
7 Adopt the profit and loss statement and the balance sheet and of Management For For
the Group profit and loss statement and the Group balance sheet
8 Approve the proposed treatment of the Company's unappropriated Management For For
earnings or accumulated loss at stated in the adopted balance
sheet; the Board of Directors proposes a dividend of SEK 3.00 per
share; the record date is proposed to be Thursday 20 MAY 2010;
the dividend is estimated to be paid out by Euroclear Swedan on
25 MAY 2010
9 Grant discharge of liability of the Directors of the Board and Management For For
the Managing Director
10 Approve to determine the number of Directors of the Board be set Management For For
at seven without Deputy Directors
11 Approve the fixed remuneration for each Director of the Board for Management For For
the period until the close of the next AGM be unchanged; due to
the proposed establishment of a new committee, however, the total
Board remuneration shall be increased from SEK 3,800,000 to SEK
3,875,000, for the period until the close of the next AGM of
which SEK 900,000 shall be allocated to the Chairman of the
Board, SEK 400,000 to each of the directors of the Board and
total SEK 575,000 for the work in the committees of the Board of
Directors; the Nomination Committee proposes that for work within
the Audit Committee SEK 150,000 shall be allocated to the
Chairman and SEK 75,000 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 two
members; finally, the Nomination Committee proposes that for work
within the New Ventures Committee SEK 25,000 shall be allocated
to each of the four members; furthermore, remuneration to the
Auditor shall be paid in accordance with approved invoices
12 Re-elect Vigo Carlund, John Hewko,Wilhelm Klingspor, Erik Management For For
Mitteregger, Stig Nordin, Allen Sangines-Krause and Cristina
Stenbeck as Directors of the Board; re-elect Cristina Stenbeck as
Chairman of the Board of Directors; appointment of an Audit
Committee, a Remuneration Committee and a newly formed New
Ventures Committee within the Board of Directors
13 Approve the specified procedure of the Nomination Committee Management For For
14 Approve the specified guidelines for remuneration to the Senior Management For For
Executives
15 Approve the Incentive Programme comprising of the following: a) Management For For
adoption of an incentive programme; b) authorize the Board,
during the period until the next AGM, to increase the Company's
share capital by not more than SEK 13,500 by the issue of not
more than 135,000 Class C shares, each with a ratio value of SEK
0.10; 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; c) authorize the Board, during the
period until 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 0.10 and not
more than SEK 0.11; 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; d) approve to resolve that
Class C shares that the Company purchases by virtue of the
authorization to repurchase its own shares in accordance with
Resolution 15.c above may, following reclassification into Class
B shares, be transferred to participants in accordance with the
terms of the Plan
16 Authorize the Board of Directors to pass a resolution on one or Management For For
more occasions for the period up until the next AGM on
repurchasing so many Class A and/or Class B shares that the
Company's holding does not at any time exceed 10% of the total
number of shares in the Company; the repurchase of shares shall
take place on the 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
17 Closing of the Meeting Non-Voting
37
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
STATOIL ASA
SECURITY 85771P102 MEETING TYPE Annual
TICKER SYMBOL MEETING DATE 19-May-2010
ISIN US85771P1021 AGENDA 933269195 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
02 ELECTION OF OLAUG SVARVA AS CHAIR Management For For
03 APPROVAL OF THE NOTICE AND THE AGENDA Management For For
05 ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES TOGETHER WITH THE Management For For
CHAIR OF THE MEETING
06 APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS INCLUDING DISTRIBUTION Management For For
OF THE DIVIDEND
07 DECLARATION ON STIPULATION OF SALARY AND OTHER REMUNERATION FOR Management For For
EXECUTIVE MANAGEMENT
08 DETERMINATION OF REMUNERATION FOR THE COMPANY'S AUDITOR Management For For
09 ELECTION OF MEMBERS TO THE CORPORATE ASSEMBLY Management For For
9A RE-ELECTION OF OLAUG SVARVA AS A MEMBER Management For For
9B RE-ELECTION OF IDAR KREUTZER AS A MEMBER Management For For
9C RE-ELECTION OF KARIN ASLAKSEN AS A MEMBER Management For For
9D RE-ELECTION OF GREGER MANNSVERK AS A MEMBER Management For For
9E RE-ELECTION OF STEINAR OLSEN AS A MEMBER Management For For
9F RE-ELECTION OF INGVALD STROMMEN AS A MEMBER Management For For
9G RE-ELECTION OF RUNE BJERKE AS A MEMBER Management For For
9H RE-ELECTION OF TORE ULSTEIN AS A MEMBER Management For For
9I NEW ELECTION OF LIVE HAUKVIK AKER AS A MEMBER Management For For
9J NEW ELECTION OF SIRI KALVIG AS A MEMBER Management For For
9K NEW ELECTION OF THOR OSCAR BOLSTAD AS A MEMBER Management For For
9L NEW ELECTION OF BARBRO LILL HAETTA-JACOBSEN AS A MEMBER Management For For
9M RE-ELECTION OF ARTHUR SLETTEBERG AS A DEPUTY MEMBER Management For For
9N RE-ELECTION OF ANNE-MARGRETHE FIRING AS A DEPUTY MEMBER Management For For
9O NEW ELECTION OF LINDA LITLEKALSOY AASE AS A DEPUTY MEMBER Management For For
9P RE-ELECTION OF SHAHZAD RANA AS A DEPUTY MEMBER Management For For
10 DETERMINATION OF REMUNERATION FOR THE CORPORATE ASSEMBLY Management For For
11 ELECTION OF MEMBERS TO THE NOMINATION COMMITTEE Management For For
11A RE-ELECTION OF OLAUG SVARVA AS A CHAIR Management For For
11B RE-ELECTION OF BJORN STALE HAAVIK AS A MEMBER Management For For
11C RE-ELECTION OF TOM RATHKE AS A MEMBER Management For For
11D NEW ELECTION OF LIVE HAUKVIK AKER AS A MEMBER Management For For
12 DETERMINATION OF REMUNERATION FOR THE NOMINATION COMMITTEE Management For For
13 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET TO CONTINUE Management For For
IMPLEMENTATION OF THE SHARE SAVING SCHEME FOR EMPLOYEES
14 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET FOR Management For For
SUBSEQUENT ANNULMENT
15 CHANGES TO ARTICLES OF ASSOCIATION Management For For
16 PROPOSAL FROM SHAREHOLDER Shareholder Against For
DR PEPPER SNAPPLE GROUP,INC.
SECURITY 26138E109 MEETING TYPE Annual
TICKER SYMBOL DPS MEETING DATE 20-May-2010
ISIN US26138E1091 AGENDA 933222818 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1A ELECTION OF DIRECTOR: JOHN L. ADAMS Management For For
1B ELECTION OF DIRECTOR: TERENCE D. MARTIN Management For For
1C ELECTION OF DIRECTOR: RONALD G. ROGERS Management For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS THE Management For For
CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2010.
CHINA MERCHANTS HLDGS INTL CO LTD
SECURITY Y1489Q103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-May-2010
ISIN HK0144000764 AGENDA 702377208 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF "ABSTAIN" WILL Non-Voting
BE TREATED-THE SAME AS A "TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS Non-Voting
AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100421/LTN2
0100421217.pdf
1 Receive and approve the audited consolidated financial statements Management For For
and the report of the Directors and the Independent Auditor's
report for the YE 31 DEC 2009
2 Declare a final dividend for the YE 31 DEC 2009 Management For For
3.I Re-elect Mr. Li Yinquan as a Director Management For For
3.II Re-elect Mr. Su Xingang as a Director Management For For
3.III Re-elect Mr. Hu Jianhua as a Director Management For For
3.IV Re-elect Mr. Wang Hong as a Director Management For For
3.V Re-elect Mr. Liu Yunshu as a Director Management For For
3.VI Re-elect Mr. Tsang Kam Lan as a Director Management For For
3.VII Authorize the Board to fix the remuneration of the Directors Management For For
4 Re-appoint the Auditors and authorize the Board to fix their Management For For
remuneration
5.A Approve to grant a general mandate to the Directors to allot Management For For
shares as set out in item 5A of the AGM notice
5.B Approve to grant a general mandate to the Directors for the Management For For
repurchase of shares as set out in item 5B of the AGM notice
5.C Approve to add the nominal amount of the shares repurchased under Management For For
resolution no. 5B to the mandate granted to the Directors under
Resolution No 5A
38
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
CHEUNG KONG (HOLDINGS) LTD
SECURITY Y13213106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 27-May-2010
ISIN HK0001000014 AGENDA 702404966 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF "ABSTAIN" WILL Non-Voting
BE TREATED T-HE SAME AS A "TAKE NO ACTION" VOTE.
PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON Non-Voting
THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20100422/LTN2
0100422636.pdf
1. Receive the audited financial statements, the report of the Management For For
Directors and the Independent Auditor's report for the YE 31 DEC
2009
2. Declare a final dividend Management For For
3.1 Election of Mr. Li Tzar Kuoi, Victor as a Director Management For For
3.2 Election of Mr. Ip Tak Chuen, Edmond as a Director Management For For
3.3 Election of Mr. Chiu Kwok Hung, Justin as a Director Management For For
3.4 Election of Mr. Chow Kun Chee, Roland as a Director Management For For
3.5 Election of Mr. Yeh Yuan Chang, Anthony as a Director Management For For
3.6 Election of Mr. Chow Nin Mow, Albert as a Director Management For For
3.7 Election of Dr. Wong Yick-ming, Rosanna as a Director Management For For
4. Appointment of Messrs. Deloitte Touche Tohmatsu as the Auditor Management For For
and authorize the Directors to fix their remuneration
5.1 Authorize the Directors to issue additional shares of the Company Management For For
5.2 Authorize the Directors to repurchase shares of the Company Management For For
5.3 Approve to extend the general mandate granted to the Directors Management For For
pursuant to Resolution 5(1) to issue additional shares of the
Company
SINOTRANS LTD
SECURITY Y6145J104 MEETING TYPE Class Meeting
TICKER SYMBOL MEETING DATE 08-Jun-2010
ISIN CNE1000004F1 AGENDA 702361015 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR Non-Voting
'AGAINST' FOR-BELOW RESOLUTION. THANK YOU.
S.1 Authorize the Directors, subject to this resolution below and Management For For
compliance with all applicable laws and regulations of the
People's Republic of China and the passing of a special
resolution by the shareholders of the Company at the AGM and the
passing of a special resolution by the holder of domestic shares
in the capital of the Company in a class meeting ["Domestic
Shares Class Meeting"] to confer the authority to Directors
contemplated in this resolution, the exercise by the Directors
during the Relevant Period [as defined below] of all the powers
of the Company to purchase its H shares in the capital of the
Company; the aggregate nominal amount of H shares in the capital
of the Company to be purchased pursuant to the approval in this
resolution above shall not exceed 10% of the aggregate nominal
amount of the H shares in the capital of the Company in issue as
at the date of this resolution; and [Authority expires the
earlier of the conclusion of next AGM of the Company or the
expiration of the 12-month period following the passing of this
resolution]
SINOTRANS LTD
SECURITY Y6145J104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 08-Jun-2010
ISIN CNE1000004F1 AGENDA 702389037 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1. Approve the report of the Board of Directors for the YE 31 DEC Management For For
2009
2. Approve the report of the Supervisory Committee for the YE 31 DEC Management For For
2009
3. Approve the audited accounts of the Company and the Auditor's Management For For
report for the YE 31 DEC 2009
4. Approve the Profit Distribution proposals and final dividend of Management For For
the Company for the YE 31 DEC 2009
5. Authorize the Directors of the Company to decide on matters Management For For
relating to the declaration, payment and recommendation of
interim or special dividends for the year 2010
6. Re-appoint PricewaterhouseCoopers as international auditor of the Management For For
Company and pricewaterCoopers Zhong Tian CPAs Company Limited as
the PRC Auditor of the Company for the year 2010, and to
authorize the Board of Directors of the Company to fix their
remuneration
39
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
s.7 Authorize the Directors compliance with all applicable laws and Management For For
regulators of the people's Republic of China, during the Relevant
Period(as defined below) of all the powers of the Company to
allot, issue and deal with additional H shares (H shares) or
domestic shares(Domestic Shares') in the capital of the Company
in each case and to make or grant offers, agreements and options
which might require the exercise of such power be and is hereby
generally and unconditionally approved; Authorize the Directors
during the Relevant Period to make grant offers, agreements and
options which might require the exercise of such power after the
end of the Relevant Period; Authorize the Directors the aggregate
nominal amount of H Share or domestic share capital allotted or
agreed conditionally or unconditionally to be allotted (whether
pursuant to an option or otherwise) in each case by pursuant to
the approval in Paragraph 7(a) above shall not exceed 20 per
cent. Of the aggregate nominal amount of each of the H Share or
domestic share capital of the Company in issue in each as at the
date of this Resolution and the said approval shall be limited
accordingly; and [Authority expires at the earlier of the
conclusion of next AGM or the expiration of the 12 month period
following the passing of this reslution]
s.8 Authorize the Directors compliance with all applicable laws and Management For For
regulations of the People's Republic of China, the passing of a
Special Resolution by the holders of H Shares in a case meeting
(H shares Class Meeting) and the passing of a resolution by the
holders of Domestic Shares in a class meeting (Domestic Shares
Class Meeting) to confer the authority to Directors contemplated
in this Resolution, during the Relevant Period (as defined below)
of all powers of the Company to purchase H Shares be and is
hereby generally and unconditionally approved; Authorize the
Directors to be purchased pursuant to the approval in paragraph
8(a) above shall not exceed 10% of the aggregate nominal amount
of the Shares in capital of the Company in Issue as at the date
of this Resolution and the said approval shall be limited
accordingly; and [Authority expires at the earlier of the
conclusion of next AGM or the expiration of the 12 month period
following the passing of this reslution]
KEYENCE CORPORATION
SECURITY J32491102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-Jun-2010
ISIN JP3236200006 AGENDA 702467665 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
3 Appoint a Supplementary Auditor Management For For
HOYA CORPORATION
SECURITY J22848105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 18-Jun-2010
ISIN JP3837800006 AGENDA 702467639 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
1.1 Appoint a Director Management For For
1.2 Appoint a Director Management For For
1.3 Appoint a Director Management For For
1.4 Appoint a Director Management For For
1.5 Appoint a Director Management For For
1.6 Appoint a Director Management For For
1.7 Appoint a Director Management For For
1.8 Appoint a Director Management For For
2 Authorize Use of Stock Options, and Allow Board to Authorize Use Management For For
of Stock Option Plan
3.1 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.2 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.3 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.4 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.5 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.6 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.7 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.8 Shareholder's Proposal: Appoint a Director Shareholder Against For
3.9 Shareholder's Proposal: Appoint a Director Shareholder Against For
4 Shareholder's Proposal: Amend Articles to Increase the Number of Shareholder Against For
Characters for the Amount of Explanatory Text Permitted for
Shareholder Propositions to 4,000 chrs.
40
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
5 Shareholder's Proposal: Amend Articles to Allow Secret ballots Shareholder Against For
6 Shareholder's Proposal: Amend Articles to Restrict the Number of Shareholder Against For
Corporate Insiders' Seats on the Board of Directors
7 Shareholder's Proposal: Amend Articles to Eliminate Articles Shareholder Against For
Related to Rejecting Cumulative Votes
8 Shareholder's Proposal: Amend Articles to Prohibit Interlocking Shareholder Against For
Directors
9 Shareholder's Proposal: Amend Articles to Restrict the Number of Shareholder Against For
Positions Assumed by Outside Directors at Other companies
10 Shareholder's Proposal: Amend Articles to Restrict the Number of Shareholder Against For
Times that an Outside Director May be Reappointed to 10
11 Shareholder's Proposal: Amend Articles to Disclose Remuneration Shareholder Against For
to Directors Who Have Resigned
12 Shareholder's Proposal: Amend Articles to Obligate the Company to Shareholder Against For
Hold Meetings not Involving Executive Officers
13 Shareholder's Proposal: Amend Articles to Obligate the Company to Shareholder Against For
Create Guidelines Defining Independent Directors
14 Shareholder's Proposal: Amend Articles to Disclose Remunerations Shareholder Against For
to Directors and Corporate Officers Individually
15 Shareholder's Proposal: Amend Articles to Disclose Positions at Shareholder Against For
Public-Interest Corporations Held By Director Candidates
16 Shareholder's Proposal: Amend Articles to Require Prior notice of Shareholder Against For
Shares to be Sold By Directors and their Families and Disclose it
to Shareholders
17 Shareholder's Proposal: Amend Articles to Prohibit hedging by Shareholder Against For
Stock Option Holders
COCA-COLA HELLENIC BOTTLING CO S A
SECURITY X1435J139 MEETING TYPE Annual General Meeting
TICKER SYMBOL CCH MEETING DATE 21-Jun-2010
ISIN GRS104003009 AGENDA 702446659 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE AN-A REPETITIVE MEETING ON 05 JUL 2010 AND ALSO B
REPETITIVE MEETING ON 19 JUL-2010. ALSO, YOUR VOTING INSTRUCTIONS
WILL NOT BE CARRIED OVER TO THE SECOND-CALL. ALL VOTES RECEIVED
ON THIS MEETING WILL BE DISREGARDED AND YOU WILL-NEED TO
REINSTRUCT ON THE REPETITIVE MEETING. PLEASE BE ALSO ADVISED
THAT-YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE
MEETING IS- CANCELLED. THANK YOU.
1. Receive the management report by the Board of Directors and of Management No
the audit certificate by the Company's Chartered Auditor Action
Accountant on the Company's financial statements and activities
for the FY which ended on 31 DEC 2009
2. Approve the Company's annual financial statements for the FY Management No
which ended on 31 DEC 2009 and of the consolidated financial Action
statements
3. Approve the release of the members of the Board of Directors and Management No
the Auditors of the Company from any liability for their activity Action
during the FY ended on 31 DEC 2009
4. Approve the remuneration of the members of the Board of Directors Management No
for their participation in the meetings of the Board of Directors Action
and for their services to the Company for the FY 2009 and pre
approval of remuneration for the FY 2010
5. Election of the Statutory Auditors for the FY 2010 01 JAN 2010, Management No
31 DEC 2010 and determination of their fees Action
6. Approve the distribution of profits dividend for the FY 2009 Management No
Action
7. Approve the election of a new member of the Board of Directors to Management No
replace a member who resigned from the Board of Directors Action
8. Amend the Article 2 of the Articles of Association regarding the Management No
Company's objects Action
9. Amend the terms of existing programmes for the granting of stock Management No
options to the personnel of the Company and its affiliated Action
Companies, pursuant to Article 13, Paragraph 13 of Codified Law
2190/1920
PETROLEO BRASILEIRO S.A. - PETROBRAS
SECURITY 71654V408 MEETING TYPE Special
TICKER SYMBOL MEETING DATE 22-Jun-2010
ISIN US71654V4086 AGENDA 933296635 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
01 TO APPROVE THE MODIFICATION OF THE BYLAWS OF THE COMPANY, ALL AS Management Against Against
MORE FULLY DESCRIBED IN THE COMPANY'S WEBSITE.
41
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
KOMATSU LTD.
SECURITY J35759125 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 23-Jun-2010
ISIN JP3304200003 AGENDA 702461219 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
3. Appoint a Corporate Auditor Management For For
4. Approve Payment of Bonuses to Directors Management For For
5. Establishment of the Amount and Features of Remuneration for Management For For
Directors of the Company in the Form of Stock Acquisition Rights
to be Granted as "Stock-Based Remuneration"
6. Giving the Board of Directors the Authority to Issue Stock Management For For
Acquisition Rights as "Stock-Based Remuneration" to Employees of
the Company and Directors of Major Subsidiaries of the Company
MITSUI & CO.,LTD.
SECURITY J44690139 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 23-Jun-2010
ISIN JP3893600001 AGENDA 702461271 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
3. Appoint a Corporate Auditor Management For For
JAPAN TOBACCO INC.
SECURITY J27869106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Jun-2010
ISIN JP3726800000 AGENDA 702463174 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
YAHOO JAPAN CORPORATION
SECURITY J95402103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Jun-2010
ISIN JP3933800009 AGENDA 702493292 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Management For For
1.2 Appoint a Director Management For For
1.3 Appoint a Director Management For For
1.4 Appoint a Director Management For For
1.5 Appoint a Director Management For For
42
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
TAKEDA PHARMACEUTICAL COMPANY LIMITED
SECURITY J8129E108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2010
ISIN JP3463000004 AGENDA 702466524 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
3. Approve Payment of Bonuses to Directors Management For For
YAMATAKE CORPORATION
SECURITY J96348107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2010
ISIN JP3937200008 AGENDA 702469950 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
SECOM CO.,LTD.
SECURITY J69972107 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2010
ISIN JP3421800008 AGENDA 702470181 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
SMC CORPORATION
SECURITY J75734103 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3162600005 AGENDA 702489469 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
43
ProxyEdge Report Date: 07/06/2010
Meeting Date Range: 07/01/2009 to 06/30/2010
GAMCO International Growth Fund Inc.
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
2.18 Appoint a Director Management For For
2.19 Appoint a Director Management For For
2.20 Appoint a Director Management For For
2.21 Appoint a Director Management For For
3. Approve Provision of Retirement Allowance for Retiring Directors Management For For
TSUMURA & CO.
SECURITY J93407120 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3535800001 AGENDA 702490866 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
FANUC LTD.
SECURITY J13440102 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2010
ISIN JP3802400006 AGENDA 702503613 - Management
ITEM PROPOSAL TYPE VOTE FOR/AGAINST MANAGEMENT
- ----- ----------------------------------------------------------------- ----------- ------- ----------------------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
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 23, 2010
* Print the name and title of each signing officer under his or her
signature.