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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0582
WASHINGTON, DC 20549 Expires: March 31, 2006
Estimated average burden
FORM N-PX hours per response..14.4
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-05157
---------------------------------------------
ANCHOR PATHWAY FUND
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(Exact name of registrant as specified in charter)
733 Third Ave. - 3rd Fl.
c/o SunAmerica Asset Management Corp. New York, NY 10017
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(Address of principal executive offices) (Zip code)
Robert M. Zakem, Senior Vice President and General Counsel
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(Name and address of agent for service)
Registrant's telephone number, including area code: 310-772-6000
---------------------------
Date of fiscal year end: 02/28
-----------------------
Date of reporting period: 7/1/2003 - 01/16/2004
----------------------
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, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. Section 3507.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Asset Allocation Series proxy Page 1 of 2
<Table>
<Caption>
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GENERAL MILLS, INC. GIS ANNUAL MEETING DATE: 09/22/2003
ISSUER: 370334 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
STEPHEN R. DEMERITT Management For For
LIVIO D. DESIMONE Management For For
WILLIAM T. ESREY Management For For
RAYMOND V. GILMARTIN Management For For
JUDITH R. HOPE Management For For
ROBERT L. JOHNSON Management For For
JOHN M. KEENAN Management For For
HEIDI G. MILLER Management For For
H. OCHOA-BRILLEMBOURG Management For For
STEPHEN W. SANGER Management For For
A. MICHAEL SPENCE Management For For
DOROTHY A. TERRELL Management For For
RAYMOND G. VIAULT Management For For
PAUL S. WALSH Management For For
02 APPROVAL OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITOR.
03 ADOPTION OF THE GENERAL MILLS, INC. 2003 STOCK Management For For
COMPENSATION PLAN.
</Table>
<Table>
<Caption>
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GENERAL MOTORS CORPORATION GM CONSENT MEETING DATE: 10/03/2003
ISSUER: 370442 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 APPROVAL OF THE FIRST GM CHARTER AMENDMENT Management For For
02 RATIFICATION OF THE NEW HUGHES CERTIFICATE OF Management For For
INCORPORATION
03 RATIFICATION OF THE HUGHES SPLIT-OFF, INCLUDING Management For For
THE SPECIAL DIVIDEND
04 RATIFICATION OF THE GM/NEWS STOCK SALE Management For For
05 RATIFICATION OF THE NEWS STOCK ACQUISITION Management For For
06 APPROVAL OF THE SECOND GM CHARTER AMENDMENT Management For For
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Asset Allocation Series proxy Page 2 of 2
<Table>
<Caption>
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SARA LEE CORPORATION SLE ANNUAL MEETING DATE: 10/30/2003
ISSUER: 803111 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
J.T. BATTENBERG III Management For For
C. COKER Management For For
J. CROWN Management For For
W. DAVIS Management For For
V. JORDAN, JR. Management For For
L. KOELLNER Management For For
C. VAN LEDE Management For For
J. MANLEY Management For For
CARY D. MCMILLAN Management For For
C. STEVEN MCMILLAN Management For For
R. RIDGWAY Management For For
R. THOMAS Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS SARA LEE S INDEPENDENT ACCOUNTANTS FOR
FISCAL 2004.
03 TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING CHARITABLE Shareholder Against For
CONTRIBUTIONS.
04 TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING SARA Shareholder Against For
LEE S CODE OF CONDUCT.
</Table>
<Table>
<Caption>
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WALGREEN CO. WAG ANNUAL MEETING DATE: 01/14/2004
ISSUER: 931422 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
DAVID W. BERNAUER Management For For
WILLIAM C. FOOTE Management For For
JAMES J. HOWARD Management For For
ALAN G. MCNALLY Management For For
CORDELL REED Management For For
JEFFREY A. REIN Management For For
DAVID Y. SCHWARTZ Management For For
JOHN B. SCHWEMM Management For For
MARILOU M. VON FERSTEL Management For For
CHARLES R. WALGREEN III Management For For
02 APPROVAL OF THE AMENDED AND RESTATED WALGREEN Management For For
CO. NONEMPLOYEE DIRECTOR STOCK PLAN.
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 1 of 18
<Table>
<Caption>
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AIR PRODUCTS AND CHEMICALS, INC. APD ANNUAL MEETING DATE: 01/22/2004
ISSUER: 009158 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
W. DOUGLAS FORD Management For For
JAMES F. HARDYMON Management For For
PAULA G. ROSPUT Management For For
LAWRASON D. THOMAS Management For For
02 APPOINTMENT OF AUDITORS. RATIFICATION OF APPOINTMENT Management For For
OF KPMG LLP, AS INDEPENDENT AUDITORS FOR FISCAL
YEAR 2004.
</Table>
<Table>
<Caption>
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ALLIED WASTE INDUSTRIES, INC. AW SPECIAL MEETING DATE: 12/18/2003
ISSUER: 019589 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON Management For For
STOCK IN EXCHANGE FOR SHARES OF OUR SERIES A SENIOR
CONVERTIBLE PREFERRED STOCK PURSUANT TO AN EXCHANGE
AGREEMENT BETWEEN THE COMPANY AND HOLDERS OF THE
PREFERRED STOCK.
</Table>
<Table>
<Caption>
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APPLERA CORPORATION ABI ANNUAL MEETING DATE: 10/16/2003
ISSUER: 038020 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
RICHARD H. AYERS Management For For
JEAN-LUC BELINGARD Management For For
ROBERT H. HAYES Management For For
ARNOLD J. LEVINE Management For For
WILLIAM H. LONGFIELD Management For For
THEODORE E. MARTIN Management For For
CAROLYN W. SLAYMAN Management For For
ORIN R. SMITH Management For For
JAMES R. TOBIN Management For For
TONY L. WHITE Management For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JUNE 30, 2004.
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 2 of 18
<Table>
<Caption>
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ASHLAND INC. ASH ANNUAL MEETING DATE: 01/29/2004
ISSUER: 044204 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
ERNEST H. DREW Management For For
MANNIE L. JACKSON Management For For
THEODORE M. SOLSO Management For For
MICHAEL J. WARD Management For For
02 RATIFICATION OF ERNST & YOUNG AS INDEPENDENT Management For For
AUDITORS FOR FISCAL 2004.
</Table>
<Table>
<Caption>
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AUTOMATIC DATA PROCESSING, INC. ADP ANNUAL MEETING DATE: 11/11/2003
ISSUER: 053015 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
GREGORY D. BRENNEMAN Management For For
LESLIE A. BRUN Management For For
GARY C. BUTLER Management For For
JOSEPH A. CALIFANO, JR. Management For For
LEON G. COOPERMAN Management For For
ANN DIBBLE JORDAN Management For For
HARVEY M. KRUEGER Management For For
FREDERIC V. MALEK Management For For
HENRY TAUB Management For For
ARTHUR F. WEINBACH Management For For
JOSH S. WESTON Management For For
02 APPROVAL OF THE AMENDMENTS TO THE COMPANY'S 2000 KEY Management For For
EMPLOYEES STOCK OPTION PLAN
03 APPROVAL OF THE AMENDMENT TO THE COMPANY'S EMPLOYEES Management For For
SAVINGS- STOCK PURCHASE PLAN
04 APPROVAL OF THE COMPANY'S 2003 DIRECTOR STOCK PLAN Management For For
05 APPOINTMENT OF DELOITTE & TOUCHE LLP Management For For
</Table>
<Table>
<Caption>
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BIOGEN, INC. BGEN SPECIAL MEETING DATE: 11/12/2003
ISSUER: 090597 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For
OF JUNE 20, 2003, BY AND AMONG IDEC PHARMACEUTICALS
CORPORATION, BRIDGES MERGER CORPORATION AND BIOGEN.
02 TO APPROVE ANY PROPOSAL TO ADJOURN THE MEETING TO A Management For For
LATER DATE, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
APPROVAL OF THE AGREEMENT AND PLAN OF MERGER.
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 3 of 18
<Table>
<Caption>
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CARDINAL HEALTH, INC. CAH ANNUAL MEETING DATE: 11/05/2003
ISSUER: 14149Y ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
DAVE BING Management For For
JOHN F. FINN Management For For
JOHN F. HAVENS Management For For
DAVID W. RAISBECK Management For For
ROBERT D. WALTER Management For For
</Table>
<Table>
<Caption>
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CISCO SYSTEMS, INC. CSCO ANNUAL MEETING DATE: 11/11/2003
ISSUER: 17275R ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
CAROL A. BARTZ Management For For
LARRY R. CARTER Management For For
JOHN T. CHAMBERS Management For For
DR. JAMES F. GIBBONS Management For For
DR. JOHN L. HENNESSY Management For For
RODERICK C. MCGEARY Management For For
JAMES C. MORGAN Management For For
JOHN P. MORGRIDGE Management For For
DONALD T. VALENTINE Management For For
STEVEN M. WEST Management For For
JERRY YANG Management For For
02 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Management For For
EMPLOYEE STOCK PURCHASE PLAN, INCLUDING AN INCREASE
OF 100,000,000 SHARES AUTHORIZED FOR ISSUANCE UNDER
THE PLAN AND A 5-YEAR EXTENSION OF THE PLAN, AS MORE
FULLY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS CISCO'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JULY 31, 2004.
04 PROPOSAL SUBMITTED BY A SHAREHOLDER THAT THE BOARD Shareholder Against For
PREPARE A REPORT EACH FISCAL YEAR ON CISCO HARDWARE
AND SOFTWARE PROVIDED TO GOVERNMENT AGENCIES AND
STATE-OWNED COMMUNICATIONS OR INFORMATION TECHNOLOGY
ENTITIES IN ANY COUNTRY, AS MORE FULLY SET FORTH IN
THE ACCOMPANYING PROXY STATEMENT.
05 PROPOSAL SUBMITTED BY SHAREHOLDERS THAT THE BOARD'S Shareholder Against For
COMPENSATION COMMITTEE PREPARE AND MAKE AVAILABLE
BY JANUARY 1, 2004, A REPORT COMPARING TOTAL
COMPENSATION OF THE COMPANY'S TOP EXECUTIVES AND ITS
LOWEST PAID WORKERS IN THE U.S. AND ABROAD AS OF
SPECIFIC DATES, AS MORE FULLY SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT.
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 4 of 18
<Table>
<Caption>
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DEL MONTE FOODS COMPANY DLM ANNUAL MEETING DATE: 09/12/2003
ISSUER: 24522P ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
SAMUEL H. ARMACOST Management For For
TERENCE D. MARTIN Management For For
RICHARD G. WOLFORD Management For For
02 TO APPROVE DEL MONTE FOODS COMPANY'S ANNUAL INCENTIVE Management For For
PLAN, AS AMENDED, TO COMPLY WITH SECTION 162(M)
OF THE INTERNAL REVENUE CODE.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL Management For For
MONTE FOODS COMPANY'S INDEPENDENT AUDITORS FOR
ITS FISCAL YEAR ENDING MAY 2, 2004.
</Table>
<Table>
<Caption>
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DELL COMPUTER CORPORATION DELL ANNUAL MEETING DATE: 07/18/2003
ISSUER: 247025 ISIN:
SEDOL:
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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01 DIRECTOR Management For For
MICHAEL A. MILES Management For For
ALEX J. MANDL Management For For
MORTON L. TOPFER Management For For
02 ELIMINATION OF CLASSIFIED BOARD Management For For
03 CHANGE OF COMPANY NAME TO DELL INC. Management For For
04 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE BONUS PLAN Management Against Against
</Table>
<Table>
<Caption>
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DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 06/02/2004
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2803025, 5755554, 5757936, 5763041, 6178774, 2190846, 5750355, 5756405, 5759471, 5766998, 7168310
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VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
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1. PRESENTATION OF THE ESTABLISHED ANNUAL FINANCIAL Management For For
STATEMENTS AND THE MANAGEMENT; REPORT FOR THE 2003
FINANCIAL YEAR, WITH THE REPORT OF THE SUPERVISORY
BOARD, PRESENTATION OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE GROUP MANAGEMENT REPORT (ACCORDING TO
U.S. GAAP) FOR THE 2003 FINANCIAL YEAR
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 5 of 18
<Table>
2. APPROPRIATION OF DISTRIBUTABLE PROFIT; THE BOARD Management For For
OF MANAGING DIRECTORS AND THE SUPERVISORY BOARD PROPOSE
THE FOLLOWING RESOLUTION: THE DISTRIBUTABLE PROFIT OF
EUR 872,781,369.00 WILL BE USED FOR PAYMENT OF A
DIVIDEND OF EUR 1.50 PER NO PAR VALUE SHARE ELIGIBLE FOR
PAYMENT OF A DIVIDEND. THE REMAINING AMOUNT, WHICH IS
ATTRIBUTABLE TO OWN SHARES, WILL BE CARRIED FORWARD TO
NEW ACCOUNT.
3. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
BOARD OF MANAGING DIRECTORS FOR THE 2003 FINANCIAL YEAR;
THE BOARD OF MANAGING DIRECTORS AND THE SUPERVISORY
BOARD PROPOSE THAT THE ACTS OF MANAGEMENT BE RATIFIED.
4. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2003 FINANCIAL YEAR; THE BOARD
OF MANAGING DIRECTORS AND THE SUPERVISORY BOARD PROPOSE
THAT THE ACTS OF MANAGEMENT BE RATIFIED.
5. ELECTION OF THE AUDITOR FOR THE 2004 FINANCIAL Management For For
YEAR; THE SUPERVISORY BOARD PROPOSES THAT KPMG DEUTSCHE
TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, FRANKFURT AM MAIN, BE
APPOINTED AUDITOR FOR THE 2004 FINANCIAL YEAR.
6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For For
PURPOSES (SECTION 71 (1) NO. 7 STOCK CORPORATION ACT);
THE BOARD OF MANAGING DIRECTORS AND THE SUPERVISORY
BOARD PROPOSE THE FOLLOWING RESOLUTION: THE COMPANY IS
AUTHORIZED TO BUY AND SELL, FOR THE PURPOSE OF
SECURITIES TRADING, OWN SHARES ON OR BEFORE NOVEMBER 30,
2005 AT PRICES WHICH DO NOT EXCEED OR FALL SHORT OF THE
AVERAGE SHARE PRICE ON THE RESPECTIVE THREE PRECEDING
STOCK EXCHANGE TRADING DAYS (CLOSING AUCTION PRICE OF
THE DEUTSCHE BANK SHARE IN XETRA TRADING AND/OR A
COMPARABLE SUCCESSOR SYSTEM REPLACING THE XETRA SYSTEM
ON THE FRANKFURT STOCK EXCHANGE) BY MORE THAN 10 %. IN
THIS CONTEXT, THE SHARES ACQUIRED FOR THIS PURPOSE MAY
NOT, AT THE END OF ANY DAY, EXCEED 5% OF THE SHARE
CAPITAL OF DEUTSCHE BANK AG. THE EXISTING AUTHORIZATION
GIVEN BY THE GENERAL MEETING ON JUNE 10, 2003, AND VALID
UNTIL SEPTEMBER 30, 2004, TO ACQUIRE OWN SHARES FOR
TRADING PURPOSES IS CANCELLED AS FROM THE COMING INTO
FORCE OF THE NEW AUTHORIZATION.
7. AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT Management For For
TO SECTION 71 (1) NO. 8 STOCK CORPORATION ACT; THE BOARD
OF MANAGING DIRECTORS AND THE SUPERVISORY BOARD PROPOSE
THE FOLLOWING RESOLUTION: THE COMPANY IS AUTHORIZED TO
BUY ITS OWN SHARES REPRESENTING UP TO 10 % OF THE
PRESENT SHARE CAPITAL ON OR BEFORE NOVEMBER 30, 2005.
TOGETHER WITH THE OWN SHARES ACQUIRED FOR TRADING
PURPOSES AND/OR FOR OTHER REASONS, AND WHICH ARE FROM
TIME TO TIME IN THE COMPANY'S POSSESSION OR ARE
ATTRIBUTABLE TO THE COMPANY PURSUANT TO SUB-SECTION 71A
FF STOCK CORPORATION ACT, THE OWN SHARES PURCHASED UNDER
THIS AUTHORIZATION MAY NOT AT ANY TIME EXCEED 10 % OF
THE COMPANY S SHARE CAPITAL. PURCHASE MAY BE EFFECTED
THROUGH THE STOCK EXCHANGE OR ON THE BASIS OF A PUBLIC
PURCHASE OFFER TO ALL SHAREHOLDERS. WHEN EFFECTING
PURCHASES THROUGH THE STOCK EXCHANGE, THE COMPANY MAY
ALSO AVAIL ITSELF OF THIRD PARTIES AND EMPLOY
DERIVATIVES, PROVIDED THESE THIRD PARTIES OBSERVE THE
FOLLOWING RESTRICTIONS. THE COUNTERVALUE FOR PURCHASE OF
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 6 of 18
<Table>
THE SHARES THROUGH THE STOCK EXCHANGE MAY NOT EXCEED THE
AVERAGE SHARE PRICE (CLOSING AUCTION PRICE OF THE
DEUTSCHE BANK SHARE IN XETRA TRADING AND/OR A COMPARABLE
SUCCESSOR SYSTEM REPLACING THE XETRA SYSTEM ON THE
FRANKFURT STOCK EXCHANGE) ON THE LAST THREE STOCK
EXCHANGE TRADING DAYS PRECEDING THE OBLIGATION TO
PURCHASE BY MORE THAN 10% NOR FALL SHORT OF IT BY MORE
THAN 20%. IN CASE OF A PUBLIC PURCHASE OFFER, IT MAY
NOT FALL SHORT OF BY MORE THAN 10% OR EXCEED BY MORE
THAN 15% THE AVERAGE SHARE PRICE (CLOSING AUCTION PRICE
OF THE DEUTSCHE BANK SHARE IN XETRA TRADING AND/OR A
COMPARABLE SUCCESSOR SYSTEM REPLACING THE XETRA SYSTEM
ON THE FRANKFURT STOCK EXCHANGE) ON THE LAST THREE STOCK
EXCHANGE TRADING DAYS PRECEDING THE DAY OF PUBLICATION
OF THE OFFER. IF THE VOLUME OF SHARES OFFERED IN A
PUBLIC PURCHASE OFFER EXCEEDS THE PLANNED BUYBACK
VOLUME, ACCEPTANCE MUST BE IN PROPORTION TO THE NUMBER
OF SHARES OFFERED IN EACH CASE. THE PREFERRED ACCEPTANCE
OF SMALL QUANTITIES OF UP TO 50 OF THE COMPANY S SHARES
OFFERED FOR SALE PER SHAREHOLDER MAY BE FORESEEN. THE
BOARD OF MANAGING DIRECTORS IS AUTHORIZED, WITH THE
CONSENT OF THE SUPERVISORY BOARD, TO DISPOSE OF THE
PURCHASED SHARES, AND ANY OTHER SHARES PURCHASED
PURSUANT TO SECTION 71 (1) NO. 8 STOCK CORPORATION ACT
ON THE BASIS OF EARLIER AUTHORIZATIONS, IN A WAY OTHER
THAN THROUGH THE STOCK EXCHANGE OR BY OFFER TO ALL
SHAREHOLDERS, PROVIDED IT DOES SO AGAINST CONTRIBUTION
IN KIND AND EXCLUDING SHAREHOLDERS PRE-EMPTIVE RIGHTS
FOR THE PURPOSE OF ACQUIRING ENTERPRISES OR HOLDINGS IN
ENTERPRISES. IN ADDITION TO THIS, THE BOARD OF MANAGING
DIRECTORS IS AUTHORIZED, IN CASE IT DISPOSES OF
PURCHASED OWN SHARES BY OFFER TO ALL SHAREHOLDERS, TO
GRANT THE HOLDERS OF THE WARRANTS, CONVERTIBLE BONDS AND
CONVERTIBLE PARTICIPATORY RIGHTS ISSUED BY THE BANK,
PRE-EMPTIVE RIGHTS TO THE EXTENT THAT THEY WOULD BE
ENTITLED TO SUCH RIGHTS AFTER EXERCISE OF THE OPTION OR
CONVERSION RIGHTS. SHAREHOLDERS PRE-EMPTIVE RIGHTS ARE
EXCLUDED IN THESE CASES AND TO THIS EXTENT. THE BOARD OF
MANAGING DIRECTORS IS ALSO AUTHORIZED TO EXCLUDE
SHAREHOLDERS PRE-EMPTIVE RIGHTS INSOFAR AS THE SHARES
ARE TO BE USED FOR THE ISSUE OF STAFF SHARES TO
EMPLOYEES AND PENSIONERS OF THE COMPANY AND ITS RELATED
COMPANIES OR INSOFAR AS THEY ARE TO BE USED TO SERVICE
OPTION RIGHTS ON AND/OR RIGHTS OR DUTIES TO PURCHASE
SHARES OF THE COMPANY GRANTED TO EMPLOYEES OF THE
COMPANY AND ITS RELATED COMPANIES. THE BOARD OF MANAGING
DIRECTORS IS ALSO AUTHORIZED TO SELL THE SHARES TO THIRD
PARTIES AGAINST CASH PAYMENT, EXCLUDING SHAREHOLDERS
PRE-EMPTIVE RIGHTS, PROVIDED THE PURCHASE PRICE OF THE
SHARES IS NOT SUBSTANTIALLY LOWER THAN THE QUOTED PRICE
OF THE SHARES AT THE TIME OF SALE. THIS AUTHORIZATION
MAY ONLY BE UTILIZED IF IT HAS BEEN ESTABLISHED THAT THE
NUMBER OF SHARES SOLD ON THE BASIS OF THIS
AUTHORIZATION, TOGETHER WITH THE SHARES ISSUED FROM
AUTHORIZED CAPITAL, EXCLUDING SHAREHOLDERS PRE-EMPTIVE
RIGHTS, PURSUANT TO SECTION 186 (3) SENTENCE 4 STOCK
CORPORATION ACT, DOES NOT EXCEED 10% OF THE COMPANY S
SHARE CAPITAL AVAILABLE AT THE TIME OF THE ISSUE OR SALE
OF SHARES. FURTHERMORE, THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO CALL IN SHARES PURCHASED ON THE BASIS
OF THIS AUTHORIZATION WITHOUT ANY FURTHER RESOLUTION
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 7 of 18
<Table>
OF THE GENERAL MEETING BEING REQUIRED WITH RESPECT TO
THIS CALLING-IN PROCESS. THE EXISTING AUTHORIZATION TO
PURCHASE OWN SHARES GIVEN BY THE GENERAL MEETING ON JUNE
10, 2003, AND VALID UNTIL SEPTEMBER 30, 2004, EXPIRES
WHEN THE NEW AUTHORIZATION COMES INTO FORCE.
8. CREATION OF NEW AUTHORIZED CAPITAL AND AMENDMENT Management For For
TO THE ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS AND THE SUPERVISORY BOARD PROPOSE THE
FOLLOWING RESOLUTION: A) THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO INCREASE THE SHARE CAPITAL ON OR BEFORE
APRIL 30, 2009, WITH THE CONSENT OF THE SUPERVISORY
BOARD, ONCE OR MORE THAN ONCE, BY UP TO A TOTAL OF EUR
150,000,000 THROUGH THE ISSUE OF NEW SHARES AGAINST CASH
PAYMENT. SHAREHOLDERS ARE TO BE GRANTED PRE-EMPTIVE
RIGHTS, BUT THE BOARD OF MANAGING DIRECTORS IS
AUTHORIZED TO EXCEPT BROKEN AMOUNTS FROM SHAREHOLDERS
PRE-EMPTIVE RIGHTS AND TO EXCLUDE PRE-EMPTIVE RIGHTS
INSOFAR AS IT IS NECESSARY TO GRANT TO THE HOLDERS OF
WARRANTS, CONVERTIBLE BONDS AND CONVERTIBLE
PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK AG AND ITS
SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES TO THE
EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS AFTER
EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE NEW
SHARES MAY ALSO BE TAKEN UP BY BANKS SPECIFIED BY THE
BOARD OF MANAGING DIRECTORS WITH THE OBLIGATION TO OFFER
THEM TO SHAREHOLDERS (INDIRECT PRE-EMPTIVE RIGHT). B) IN
SECTION 4 OF THE ARTICLES OF ASSOCIATION THE PRESENT
SUB-PARAGRAPHS (4) AND (5) ARE DELETED, AS THE PERIOD
FOR THE USE OF THE AUTHORIZED CAPITAL REGULATED THERE
HAS EXPIRED WITHOUT BEING USED; IN ADDITION, THE PRESENT
SUB-PARAGRAPH (6) IS DELETED, AS NO CONVERSION RIGHTS OR
OPTION RIGHTS, FOR WHICH THE CONDITIONAL CAPITAL COULD
HAVE BEEN USED, WERE ISSUED UP TO EXPIRY OF THE
AUTHORIZATION ON APRIL 30, 2004. THE PRESENT
SUB-PARAGRAPHS (7) TO (13) ARE RE-NUMBERED
SUB-PARAGRAPHS (4) TO (10) IN UNCHANGED SEQUENCE AND THE
FOLLOWING NEW SUB-PARAGRAPH (11) IS ADDED: (11) THE
BOARD OF MANAGING DIRECTORS IS AUTHORIZED TO INCREASE
THE SHARE CAPITAL ON OR BEFORE APRIL 30, 2009, WITH THE
CONSENT OF THE SUPERVISORY BOARD, ONCE OR MORE THAN
ONCE, BY UP TO A TOTAL OF EUR 150,000,000 THROUGH THE
ISSUE OF NEW SHARES AGAINST CASH PAYMENT. SHAREHOLDERS
ARE TO BE GRANTED PRE-EMPTIVE RIGHTS, BUT THE BOARD OF
MANAGING DIRECTORS IS AUTHORIZED TO EXCEPT BROKEN
AMOUNTS FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND TO
EXCLUDE PRE-EMPTIVE RIGHTS INSOFAR AS IT IS NECESSARY TO
GRANT TO THE HOLDERS OF WARRANTS, CONVERTIBLE BONDS AND
CONVERTIBLE PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK
AG AND ITS SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES
TO THE EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS
AFTER EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE
NEW SHARES MAY ALSO BE TAKEN UP BY BANKS SPECIFIED BY
THE BOARD OF MANAGING DIRECTORS WITH THE OBLIGATION TO
OFFER THEM TO SHAREHOLDERS (INDIRECT PRE-EMPTIVE RIGHT).
9. CREATION OF NEW AUTHORIZED CAPITAL (WITH THE Management For For
POSSIBILITY OF EXCLUDING PRE-EMPTIVE RIGHTS PURSUANT TO
SECTION 186 (3) SENTENCE 4 STOCK CORPORATION ACT) AND
AMENDMENT TO THE ARTICLES OF ASSOCIATION; THE BOARD OF
MANAGING DIRECTORS AND THE SUPERVISORY BOARD PROPOSE THE
FOLLOWING RESOLUTION: A) THE
</Table>
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Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 8 of 18
<Table>
BOARD OF MANAGING DIRECTORS IS AUTHORIZED TO INCREASE
THE SHARE CAPITAL ON OR BEFORE APRIL 30, 2009, WITH THE
CONSENT OF THE SUPERVISORY BOARD, ONCE OR MORE THAN
ONCE, BY UP TO A TOTAL OF EUR 48,000,000 THROUGH THE
ISSUE OF NEW SHARES AGAINST CASH PAYMENT. SHAREHOLDERS
ARE TO BE GRANTED PRE-EMPTIVE RIGHTS, BUT THE BOARD OF
MANAGING DIRECTORS IS AUTHORIZED TO EXCEPT BROKEN
AMOUNTS FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND TO
EXCLUDE PRE-EMPTIVE RIGHTS INSOFAR AS IT IS NECESSARY TO
GRANT TO THE HOLDERS OF WARRANTS, CONVERTIBLE BONDS AND
CONVERTIBLE PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK
AG AND ITS SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES
TO THE EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS
AFTER EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE
BOARD OF MANAGING DIRECTORS IS ALSO AUTHORIZED TO
EXCLUDE, WITH THE CONSENT OF THE SUPERVISORY BOARD, THE
PRE-EMPTIVE RIGHTS IN FULL IF THE ISSUE PRICE OF THE NEW
SHARES IS NOT SIGNIFICANTLY LOWER THAN THE QUOTED PRICE
OF SHARES ALREADY LISTED AT THE TIME OF THE FINAL
DETERMINATION OF THE ISSUE PRICE. B) IN SECTION 4 OF THE
ARTICLES OF ASSOCIATION THE FOLLOWING NEW SUB-PARAGRAPH
(12) IS ADDED: (12) THE BOARD OF MANAGING DIRECTORS IS
AUTHORIZED TO INCREASE THE SHARE CAPITAL ON OR BEFORE
APRIL 30, 2009, WITH THE CONSENT OF THE SUPERVISORY
BOARD, ONCE OR MORE THAN ONCE, BY UP TO A TOTAL OF EUR
48,000,000 THROUGH THE ISSUE OF NEW SHARES AGAINST CASH
PAYMENT. SHAREHOLDERS ARE TO BE GRANTED PRE-EMPTIVE
RIGHTS, BUT THE BOARD OF MANAGING DIRECTORS IS
AUTHORIZED TO EXCEPT BROKEN AMOUNTS FROM SHAREHOLDERS
PRE-EMPTIVE RIGHTS AND TO EXCLUDE PRE-EMPTIVE RIGHTS
INSOFAR AS IT IS NECESSARY TO GRANT TO THE HOLDERS OF
WARRANTS, CONVERTIBLE BONDS AND CONVERTIBLE
PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK AG AND ITS
SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES TO THE
EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS AFTER
EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE BOARD
OF MANAGING DIRECTORS IS ALSO AUTHORIZED TO EXCLUDE,
WITH THE CONSENT OF THE SUPERVISORY BOARD, THE
PRE-EMPTIVE RIGHTS IF THE ISSUE PRICE OF THE NEW SHARES
IS NOT SIGNIFICANTLY LOWER THAN THE QUOTED PRICE OF
SHARES ALREADY LISTED AT THE TIME OF THE FINAL
DETERMINATION OF THE ISSUE PRICE.
10. AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For For
WARRANTS AND/OR CONVERTIBLE PARTICIPATORY NOTES, BONDS
WITH WARRANTS AND CONVERTIBLE BONDS, CREATION OF
CONDITIONAL CAPITAL AND AMENDMENT TO THE ARTICLES OF
ASSOCIATION THE BOARD OF MANAGING DIRECTORS AND THE
SUPERVISORY BOARD PROPOSE THE FOLLOWING RESOLUTION: A)
THE BOARD OF MANAGING DIRECTORS IS AUTHORIZED TO ISSUE,
ONCE OR MORE THAN ONCE, BEARER OR REGISTERED
PARTICIPATORY NOTES ON OR BEFORE APRIL 30, 2009. THE
PARTICIPATORY NOTES MUST MEET THE REQUIREMENTS OF THE
GERMAN BANKING ACT, WHICH CALL FOR CAPITAL PAID UP TO
GRANT PARTICIPATORY RIGHTS TO BE ATTRIBUTABLE TO THE
COMPANY S LIABLE CAPITAL. BEARER WARRANTS MAY BE
ATTACHED TO THE PARTICIPATORY NOTES, OR THEY MAY BE
LINKED TO A CONVERSION RIGHT FOR THE BEARER. SUBJECT TO
THE CONDITIONS OF PARTICIPATORY NOTES WITH WARRANTS
AND/OR CONVERTIBLE PARTICIPATORY NOTES, THE OPTION
AND/OR CONVERSION RIGHTS ENTITLE THE HOLDER TO SUBSCRIBE
TO SHARES OF DEUTSCHE
</Table>
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<Table>
BANK AG. THE BOARD OF MANAGING DIRECTORS IS FURTHER
AUTHORIZED TO ISSUE BONDS WITH WARRANTS AND/OR
CONVERTIBLE BONDS WITH A MATURITY OF 20 YEARS AT THE
MOST, INSTEAD OF OR BESIDES PARTICIPATORY NOTES, ONCE OR
MORE THAN ONCE, ON OR BEFORE APRIL 30, 2009 AND TO GRANT
HOLDERS OF BONDS WITH WARRANTS AND HOLDERS OF
CONVERTIBLE BONDS OPTION RIGHTS AND CONVERSION RIGHTS,
RESPECTIVELY, TO NEW SHARES OF DEUTSCHE BANK AG SUBJECT
TO THE CONDITIONS OF BONDS WITH WARRANTS AND CONVERTIBLE
BONDS. THE TOTAL NOMINAL VALUE OF ALL PARTICIPATORY
NOTES, BONDS WITH WARRANTS AND CONVERTIBLE BONDS TO BE
ISSUED UNDER THIS AUTHORIZATION MAY NOT EXCEED A TOTAL
VALUE OF EUR 6 BILLION. OPTION AND/OR CONVERSION RIGHTS
MAY ONLY BE ISSUED IN RESPECT TO SHARES OF THE COMPANY
IN A PROPORTIONATE AMOUNT OF SHARE CAPITAL OF UP TO A
NOMINAL EUR 150,000,000. THE PARTICIPATORY NOTES, BONDS
WITH WARRANTS AND CONVERTIBLE BONDS (BONDS WITH WARRANTS
AND CONVERTIBLE BONDS ARE ALSO REFERRED TO BELOW AS
BONDS AND TOGETHER WITH PARTICIPATORY NOTES AS RIGHTS )
MAY BE ISSUED EITHER IN EURO OR IN THE OFFICIAL CURRENCY
OF AN OECD MEMBER COUNTRY, AS LONG AS THE CORRESPONDING
EURO COUNTERVALUE IS NOT EXCEEDED. BONDS WITH WARRANTS
AND CONVERTIBLE BONDS MAY ALSO BE ISSUED BY COMPANIES IN
WHICH DEUTSCHE BANK AG HAS A DIRECT OR INDIRECT MAJORITY
HOLDING; IN THIS CASE THE BOARD OF MANAGING DIRECTORS IS
AUTHORIZED TO ASSUME A GUARANTEE FOR THE REPAYMENT OF
THE BONDS AND TO ENSURE THAT OPTION AND/OR CONVERSION
RIGHTS ARE GRANTED. WHEN ISSUING PARTICIPATORY NOTES
WITH WARRANTS AND/OR BONDS WITH WARRANTS, ONE OR MORE
WARRANTS ARE ATTACHED TO EACH PARTICIPATORY NOTE AND/OR
EACH BOND, WHICH ENTITLE THE BEARER TO SUBSCRIBE TO NEW
SHARES OF DEUTSCHE BANK AG SUBJECT TO THE CONDITIONS OF
OPTIONS DETERMINED BY THE BOARD OF MANAGING DIRECTORS.
THE PROPORTIONATE AMOUNT OF SHARE CAPITAL FOR SHARES TO
BE SUBSCRIBED FOR EACH RIGHT SHALL NOT EXCEED THE
NOMINAL AMOUNT OF THE PARTICIPATORY NOTES WITH WARRANTS
OR OF THE BONDS WITH WARRANTS, RESPECTIVELY. THE
MATURITY OF THE OPTION RIGHT MAY NOT EXCEED 20 YEARS.
WHEN ISSUING BEARER CONVERTIBLE PARTICIPATORY NOTES
AND/OR CONVERTIBLE BONDS THE HOLDERS OF PARTICIPATORY
NOTES AND/OR BONDS HAVE THE RIGHT TO EXCHANGE THEIR
PARTICIPATORY NOTES OR CONVERTIBLE BONDS FOR NEW SHARES
OF DEUTSCHE BANK AG SUBJECT TO THE CONDITIONS OF
PARTICIPATORY RIGHTS AND BONDS. THE EXCHANGE RATIO IS
OBTAINED BY DIVIDING THE NOMINAL AMOUNT OF A RIGHT BY
THE CONVERSION PRICE ESTABLISHED FOR A NEW SHARE OF
DEUTSCHE BANK AG. THE EXCHANGE RATIO CAN ALSO BE
OBTAINED BY DIVIDING THE ISSUE PRICE OF A RIGHT, WHICH
IS BELOW THE NOMINAL AMOUNT, BY THE CONVERSION PRICE
ESTABLISHED FOR A NEW SHARE OF DEUTSCHE BANK AG. A
VARIABLE EXCHANGE RATIO AND/OR CONVERSION PRICE MAY ALSO
BE ESTABLISHED IN THE CONDITIONS OF EXCHANGE BY ALLOWING
THE CONVERSION PRICE TO FLUCTUATE WITHIN A CERTAIN FIXED
BAND UNTIL MATURITY, DEPENDING ON THE DEVELOPMENT OF THE
SHARE PRICE. THE PROPORTIONATE AMOUNT OF SHARE CAPITAL
REPRESENTED BY THE SHARES TO BE ISSUED ON CONVERSION
SHALL NOT EXCEED THE NOMINAL AMOUNT OF THE CONVERTIBLE
PARTICIPATORY NOTE OR THE CONVERTIBLE BOND. THE
CONDITIONS OF CONVERSION MAY ALSO CALL FOR AN OBLIGATION
TO CONVERT AT MATURITY OR AT SOME OTHER POINT IN TIME.
THE
</Table>
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Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 10 of 18
<Table>
CONDITIONS OF PARTICIPATORY NOTES OR BONDS MAY ALSO
STIPULATE WHETHER TO ROUND AND HOW A ROUND EXCHANGE
RATIO CAN BE ARRIVED AT, WHETHER AN ADDITIONAL CASH
PAYMENT OR CASH COMPENSATION IS TO BE PAID FOR BROKEN
AMOUNTS AND WHETHER A CERTAIN DATE CAN BE ESTABLISHED BY
WHICH THE CONVERSION/OPTION RIGHTS MAY OR MUST BE
EXERCISED. EACH OPTION OR CONVERSION PRICE TO BE
ESTABLISHED FOR A NO PAR VALUE SHARE MUST - ALSO IN CASE
OF A VARIABLE EXCHANGE RATIO OR CONVERSION PRICE -
AMOUNT TO EITHER A MINIMUM OF 80% OF THE AVERAGE VALUE
OF THE SHARE PRICE OF A DEUTSCHE BANK SHARE IN THE XETRA
CLOSING AUCTIONS (OR A CORRESPONDING PRICE ESTABLISHED
IN ANY FOLLOW-UP SYSTEM REPLACING XETRA TRADING) ON THE
TEN TRADING DAYS PRECEDING THE DAY THE RESOLUTION WAS
TAKEN BY THE BOARD OF MANAGING DIRECTORS ON THE ISSUE OF
PARTICIPATORY NOTES, BONDS WITH WARRANTS OR CONVERTIBLE
BONDS OR AT LEAST 80% OF THE SHARE PRICE OF A DEUTSCHE
BANK SHARE IN THE XETRA CLOSING AUCTION (OR A
CORRESPONDING PRICE ESTABLISHED IN ANY FOLLOW-UP SYSTEM
REPLACING XETRA TRADING) ON THE THIRD TRADING DAY
PRECEDING THE END OF RIGHTS TRADING. THE OPTION OR
CONVERSION PRICE IS REDUCED, WITHOUT PREJUDICE TO
SECTION 9 (1) STOCK CORPORATION ACT, ON THE BASIS OF A
DILUTION PROTECTION CLAUSE, SUBJECT TO THE CONDITIONS OF
OPTIONS AND/OR PARTICIPATORY NOTES OR BONDS, BY PAYMENT
OF A CORRESPONDING CASH AMOUNT ON EXERCISE OF THE
CONVERSION RIGHT OR BY REDUCING THE ADDITIONAL PAYMENT
AMOUNT IF DEUTSCHE BANK AG RAISES ITS SHARE CAPITAL
DURING THE OPTION OR CONVERSION PERIOD AND GRANTS ITS
SHAREHOLDERS PRE-EMPTIVE RIGHTS, ISSUES FURTHER
PARTICIPATORY NOTES, BONDS WITH WARRANTS OR CONVERTIBLE
BONDS OR OTHER OPTION RIGHTS AND HOLDERS OF OPTION OR
CONVERSION RIGHTS ARE NOT GRANTED PRE-EMPTIVE RIGHTS TO
THE SAME EXTENT AS THEY WOULD BE ENTITLED TO ON EXERCISE
OF THE OPTION OR CONVERSION RIGHTS. INSTEAD OF A CASH
PAYMENT OR A REDUCTION OF THE ADDITIONAL PAYMENT THE
EXCHANGE RATIO MAY ALSO BE ADJUSTED - AS FAR AS POSSIBLE
- BY DIVIDING IT BY THE REDUCED CONVERSION PRICE. IN
CASE OF A CAPITAL REDUCTION THE CONDITIONS MAY ALSO CALL
FOR AN ADJUSTMENT OF THE OPTION AND/OR CONVERSION
RIGHTS. THE CONDITIONS OF PARTICIPATORY NOTES AND BONDS
MAY EACH STIPULATE THAT IN CASE OF AN EXERCISE OF OPTION
OR CONVERSION RIGHTS, OWN SHARES OF THE COMPANY MAY ALSO
BE GRANTED. IN ADDITION THERE IS THE FURTHER POSSIBILITY
THAT THE COMPANY PAYS THE CASH COUNTERVALUE ON EXERCISE
OF THE OPTION OR CONVERSION RIGHTS, SUBJECT TO THE
CONDITIONS OF PARTICIPATORY RIGHTS OR BONDS, THAT
CORRESPONDS TO THE AVERAGE PRICE OF THE DEUTSCHE BANK
SHARE IN THE CLOSING AUCTION IN XETRA TRADING (OR A
CORRESPONDING PRICE ESTABLISHED IN ANY FOLLOW-UP SYSTEM
REPLACING XETRA TRADING) ON AT LEAST TWO SUCCESSIVE
TRADING DAYS DURING A PERIOD OF UP TO TEN TRADING DAYS
AFTER DECLARATION OF CONVERSION OR EXERCISE OF THE
OPTION. PLEASE SEE NOTE 2 FOR THE CONTINUATION OF THIS
RESOLUTION.
* NOTE 1: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting Non-Vote Proposal
AG SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO
VOTE. THANK YOU
</Table>
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Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 11 of 18
<Table>
* NOTE 2 - CONTINUING FROM RESOLUTION 10: IN THE Non-Voting Non-Vote Proposal
CASE OF BONDS BEING ISSUED, SHAREHOLDERS ARE IN
PRINCIPLE ENTITLED TO THE STATUTORY PRE-EMPTIVE RIGHT.
HOWEVER, THE BOARD OF MANAGING DIRECTORS IS AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO EXCLUDE
SHAREHOLDERS PRE-EMPTIVE RIGHTS INSOFAR AS THE ISSUE
PRICE IS NOT SUBSTANTIALLY LOWER THAN THE THEORETICAL
MARKET VALUE, ESTABLISHED USING RECOGNIZED ACTUARIAL
METHODS, OF THE PARTICIPATORY NOTES, BONDS WITH WARRANTS
OR CONVERTIBLE BONDS. HOWEVER, THE TOTAL NUMBER OF
SHARES TO BE ISSUED ON THE BASIS OF BONDS UNDER THIS
AUTHORIZATION PURSUANT TO SECTION 186 (3) SENTENCE 4
STOCK CORPORATION ACT (WITH EXCLUSION OF PRE-EMPTIVE
RIGHTS AGAINST CASH DEPOSIT) TOGETHER WITH OTHER SHARES
ISSUED OR SOLD PURSUANT OR CORRESPONDING TO THIS LEGAL
REQUIREMENT DURING THE VALIDITY OF THIS AUTHORIZATION
MAY NOT EXCEED 10% OF THE SHARE CAPITAL AT THE TIME
THIS AUTHORIZATION IS EXERCISED. IF THE BOARD OF
MANAGING DIRECTORS MAKES NO USE OF THIS POSSIBILITY, IT
IS AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY
BOARD, TO EXCEPT BROKEN AMOUNTS RESULTING FROM THE
SUBSCRIPTION RATIO FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS
AND TO EXCLUDE PRE-EMPTIVE RIGHTS TO THE EXTENT
NECESSARY TO GRANT HOLDERS OF OPTION OR CONVERSION
RIGHTS OR HOLDERS OF CONVERTIBLE BONDS WITH AN
OBLIGATION TO CONVERT A PRE-EMPTIVE RIGHT TO THE SAME
EXTENT AS THEY WOULD BE ENTITLED TO ON EXERCISE OF THE
OPTION OR CONVERSION RIGHTS OR AFTER FULFILLING THE
DUTIES TO CONVERT. THE BOARD OF MANAGING DIRECTORS IS
AUTHORIZED TO DETERMINE, WITH THE CONSENT OF THE
SUPERVISORY BOARD, FURTHER DETAILS CONCERNING THE ISSUE
AND FEATURES OF THE ISSUE, ESPECIALLY THE INTEREST RATE,
ISSUE PRICE, MATURITY, CONVERSION OR OPTION PRICE, OR TO
DO SO IN CONSULTATION WITH THE MANAGEMENT BODIES OF THE
GROUP COMPANY FLOATING THE ISSUE. B) CONDITIONAL CAPITAL
THE SHARE CAPITAL IS INCREASED CONDITIONALLY BY UP TO
EUR 150,000,000 THROUGH THE ISSUE OF UP TO 58,593,750
NEW REGISTERED NO PAR VALUE SHARES. THE CONDITIONAL
CAPITAL INCREASE SERVES TO GRANT RIGHTS TO THE HOLDERS
OF PARTICIPATORY NOTES WITH WARRANTS AND CONVERTIBLE
PARTICIPATORY NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS, ISSUED ON OR BEFORE APRIL 30, 2009 PURSUANT TO
THE ABOVE AUTHORIZATION UNDER A) EITHER BY THE COMPANY
OR THROUGH A COMPANY IN WHICH DEUTSCHE BANK AG HAS A
DIRECT OR INDIRECT MAJORITY HOLDING. THE ISSUE OF NEW
SHARES IS EXECUTED AT THE CONVERSION OR OPTION PRICES
ESTABLISHED IN ACCORDANCE WITH A). THE CONDITIONAL
CAPITAL INCREASE IS ONLY TO BE CARRIED OUT TO THE EXTENT
TO WHICH THESE RIGHTS ARE EXERCISED OR TO WHICH THE
BEARERS OBLIGED TO CONVERT FULFIL THEIR CONVERSION
DUTIES. THE NEW SHARES ARE ENTITLED TO A DIVIDEND FROM
THE BEGINNING OF THE FINANCIAL YEAR IN WHICH THEY ARE
CREATED BY EXERCISE OF CONVERSION OR OPTION RIGHTS OR BY
FULFILMENT OF CONVERSION OBLIGATIONS. THE BOARD OF
MANAGING DIRECTORS IS AUTHORIZED TO ESTABLISH FURTHER
DETAILS FOR IMPLEMENTING THE CONDITIONAL CAPITAL
INCREASE. C) AMENDMENT TO THE ARTICLES OF ASSOCIATION
THE FOLLOWING NEW SUB-PARAGRAPH 13 IS ADDED TO SECTION 4
OF THE ARTICLES OF ASSOCIATION: (13) THE SHARE CAPITAL
IS INCREASED CONDITIONALLY BY UP TO EUR 150,000,000
THROUGH THE ISSUE OF UP TO 58,593,750 NEW REGISTERED NO
PAR VALUE SHARES. THE CONDITIONAL CAPITAL INCREASE WILL
ONLY BE
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 12 of 18
<Table>
CARRIED OUT INSOFAR AS A) THE HOLDERS OF CONVERSION
RIGHTS OR WARRANTS LINKED WITH PARTICIPATORY NOTES OR
CONVERTIBLE BONDS OR BONDS WITH WARRANTS TO BE ISSUED UP
TO APRIL 30, 2009 BY DEUTSCHE BANK AG OR A COMPANY IN
WHICH DEUTSCHE BANK AG HAS A DIRECT OR INDIRECT MAJORITY
HOLDING, MAKE USE OF THEIR CONVERSION OR OPTION RIGHTS
OR INSOFAR AS B) THE HOLDERS WITH CONVERSION OBLIGATIONS
OF CONVERTIBLE PARTICIPATORY NOTES OR CONVERTIBLE BONDS
TO BE ISSUED ON OR BEFORE APRIL 30, 2009 BY DEUTSCHE
BANK AG, OR A COMPANY IN WHICH DEUTSCHE BANK AG HAS A
DIRECT OR INDIRECT MAJORITY HOLDING, FULFIL THEIR
OBLIGATION TO CONVERT. THE NEW SHARES ARE ENTITLED TO A
DIVIDEND FROM THE BEGINNING OF THE FINANCIAL YEAR IN
WHICH THEY ARE CREATED BY EXERCISE OF CONVERSION OR
OPTION RIGHTS OR BY FULFILMENT OF THE DUTY TO CONVERT.
* NOTE 3: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting Non-Vote Proposal
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/AGENDA_2004_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
* NOTE 4: PLEASE NOTE THE REVISED NOTICE REFLECTING Non-Voting Non-Vote Proposal
THE DETAILED WORDING OF RESOLUTIONS. THANK YOU
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. EMR ANNUAL MEETING DATE: 02/03/2004
ISSUER: 291011 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
C. FERNANDEZ G. Management For For
C.F. KNIGHT Management For For
G.A. LODGE Management For For
R.L. RIDGWAY Management For For
E.E. WHITACRE, JR. Management For For
02 RE-APPROVAL OF PERFORMANCE MEASURES UNDER THE Management For For
EMERSON ELECTRIC CO. 1997 INCENTIVE SHARES PLAN
03 RATIFICATION OF INDEPENDENT AUDITORS Management For For
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 13 of 18
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
ENERGIZER HOLDINGS, INC. ENR ANNUAL MEETING DATE: 01/26/2004
ISSUER: 29266R ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
JOHN R. ROBERTS Management For For
JOHN E. KLEIN Management For For
R. DAVID HOOVER Management For For
W. PATRICK MCGINNIS Management For For
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
FIRST DATA CORPORATION FDC SPECIAL MEETING DATE: 10/28/2003
ISSUER: 319963 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE ISSUANCE OF SHARES OF FIRST DATA Management For For
COMMON STOCK AS CONTEMPLATED BY THE AGREEMENT AND PLAN
OF MERGER, DATED AS OF APRIL 1, 2003, AMONG FIRST DATA
CORPORATION, MONACO SUBSIDIARY CORPORATION, A WHOLLY
OWNED SUBSIDIARY OF FIRST DATA CORPORATION, AND CONCORD
EFS, INC.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
GENERAL MILLS, INC. GIS ANNUAL MEETING DATE: 09/22/2003
ISSUER: 370334 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
STEPHEN R. DEMERITT Management For For
LIVIO D. DESIMONE Management For For
WILLIAM T. ESREY Management For For
RAYMOND V. GILMARTIN Management For For
JUDITH R. HOPE Management For For
ROBERT L. JOHNSON Management For For
JOHN M. KEENAN Management For For
HEIDI G. MILLER Management For For
H. OCHOA-BRILLEMBOURG Management For For
STEPHEN W. SANGER Management For For
A. MICHAEL SPENCE Management For For
DOROTHY A. TERRELL Management For For
RAYMOND G. VIAULT Management For For
PAUL S. WALSH Management For For
02 APPROVAL OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITOR.
03 ADOPTION OF THE GENERAL MILLS, INC. 2003 STOCK Management For For
COMPENSATION PLAN.
</Table>
ProxyEdge - Investment Company Report
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
GENERAL MOTORS CORPORATION GM CONSENT MEETING DATE: 10/03/2003
ISSUER: 370442 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE FIRST GM CHARTER AMENDMENT Management For For
02 RATIFICATION OF THE NEW HUGHES CERTIFICATE OF Management For For
INCORPORATION
03 RATIFICATION OF THE HUGHES SPLIT-OFF, INCLUDING Management For For
THE SPECIAL DIVIDEND
04 RATIFICATION OF THE GM/NEWS STOCK SALE Management For For
05 RATIFICATION OF THE NEWS STOCK ACQUISITION Management For For
06 APPROVAL OF THE SECOND GM CHARTER AMENDMENT Management For For
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
H.J. HEINZ COMPANY HNZ ANNUAL MEETING DATE: 09/12/2003
ISSUER: 423074 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
W.R. JOHNSON Management For For
C.E. BUNCH Management For For
M.C. CHOKSI Management For For
L.S. COLEMAN, JR. Management For For
P.H. COORS Management For For
E.E. HOLIDAY Management For For
C. KENDLE Management For For
D.R. O'HARE Management For For
L.C. SWANN Management For For
T.J. USHER Management For For
J.M. ZIMMERMAN Management For For
02 RATIFICATION OF AUDITORS. Management For For
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
IKON OFFICE SOLUTIONS, INC. IKN ANNUAL MEETING DATE: 02/24/2004
ISSUER: 451713 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
JUDITH M. BELL Management For For
PHILIP E. CUSHING Management For For
MATTHEW J. ESPE Management For For
THOMAS R. GIBSON Management For For
RICHARD A. JALKUT Management For For
ARTHUR E. JOHNSON Management For For
KURT M. LANDGRAF Management For For
GERALD LUTERMAN Management For For
WILLIAM E. MCCRACKEN Management For For
WILLIAM L. MEDDAUGH Management For For
ANTHONY P. TERRACCIANO Management For For
MARILYN WARE Management For For
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 15 of 18
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
MAGNA INTERNATIONAL INC. MGA SPECIAL MEETING DATE: 08/19/2003
ISSUER: 559222 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 THE SPECIAL RESOLUTION (THE SPECIAL RESOLUTION) Management For For
AUTHORIZING THE SPIN-OFF OF MI DEVELOPMENTS INC., THE
FULL TEXT OF WHICH IS ATTACHED AS APPENDIX A TO THE
MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT OF THE
CORPORATION DATED JULY 8, 2003 (THE CIRCULAR ), AS SUCH
SPECIAL RESOLUTION MAY BE AMENDED OR VARIED AT THE
SPECIAL MEETING.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION MSFT ANNUAL MEETING DATE: 11/11/2003
ISSUER: 594918 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
WILLIAM H. GATES III Management For For
STEVEN A. BALLMER Management For For
JAMES I. CASH JR. Management For For
RAYMOND V. GILMARTIN Management For For
A. MCLAUGHLIN KOROLOGOS Management For For
DAVID F. MARQUARDT Management For For
CHARLES H. NOSKI Management For For
HELMUT PANKE Management For For
WM. G. REED JR. Management For For
JON A. SHIRLEY Management For For
02 ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK Management For For
PLAN
03 ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK Management For For
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
04 SHAREHOLDER PROPOSAL (THE BOARD RECOMMENDS A Shareholder Against For
VOTE AGAINST THIS PROPOSAL)
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
NIKE, INC. NKE ANNUAL MEETING DATE: 09/22/2003
ISSUER: 654106 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
JILL K. CONWAY Management For For
ALAN B. GRAF, JR. Management For For
JOHN E. JAQUA Management For For
A. MICHAEL SPENCE Management For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE NIKE, Management For For
INC. 1990 STOCK INCENTIVE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For
PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT ACCOUNTANTS.
</Table>
ProxyEdge - Investment Company Report
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Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 16 of 18
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION ORCL ANNUAL MEETING DATE: 10/13/2003
ISSUER: 68389X ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
LAWRENCE J. ELLISON Management For For
DONALD L. LUCAS Management For For
MICHAEL J. BOSKIN Management For For
JEFFREY O. HENLEY Management For For
JACK F. KEMP Management For For
JEFFREY BERG Management For For
SAFRA CATZ Management For For
HECTOR GARCIA-MOLINA Management For For
JOSEPH A. GRUNDFEST Management For For
H. RAYMOND BINGHAM Management For For
02 PROPOSAL FOR THE APPROVAL OF THE ADOPTION OF Management For For
THE FISCAL YEAR 2004 EXECUTIVE BONUS PLAN
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR ENDING MAY 31, 2004
04 PROPOSAL FOR THE APPROVAL OF THE AMENDED AND Management For For
RESTATED 1993 DIRECTORS STOCK PLAN
05 PROPOSAL TO ADOPT THE CHINA BUSINESS PRINCIPLES Shareholder Against For
FOR RIGHTS OF WORKERS IN CHINA
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC EGM MEETING DATE: 09/22/2003
ISSUER: G8566X133 ISIN: GB0006616899
SEDOL: 0661689, 5688746
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For For
OF THE COMPANY FROM GBP 850,000,000 TO 1,379,000,000 BY
THE CREATION OF 1,923,636,364 ADDITIONAL ORDINARY SHARES
OF 27.5 PENCE EACH SUBJECT TO AND CONDITIONAL UPON THE
ADMISSION TO THE OFFICIAL LIST OF THE UNITED KINGDOM
LISTING AUTHORITY AND TO TRADE ON THE LONDON STOCK
EXCHANGE PLC S MARKET FOR THE LISTED SECURITIES OF 27.5
PENCE EACH IN THE CAPITAL OF THE COMPANY TO BE ISSUED BY
THE COMPANY IN CONNECTION WITH THE RIGHTS ISSUE
2. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For For
80 OF THE COMPANIES ACT 1985, TOALLOT RELEVANT
SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 396,000,000 IN CONNECTION WITH THE RIGHTS
ISSUE AND OTHERWISE U TO AN AGGREGATE NOMINAL AMOUNT OF
132,003857; AUTHORITY EXPIRES AT THE CONCLUSION OF THE
ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN 2004
AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER
THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
</Table>
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Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 17 of 18
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
SANMINA-SCI CORPORATION SANM ANNUAL MEETING DATE: 01/26/2004
ISSUER: 800907 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
JOHN C. BOLGER Management For For
NEIL R. BONKE Management For For
RANDY W. FURR Management For For
MARIO M. ROSATI Management For For
A. EUGENE SAPP, JR. Management For For
WAYNE SHORTRIDGE Management For For
PETER J. SIMONE Management For For
JURE SOLA Management For For
BERNARD V VONDERSCHMITT Management For For
JACQUELINE M. WARD Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS THE INDEPENDENT AUDITORS OF SANMINA-SCI FOR
ITS FISCAL YEAR ENDING OCTOBER 2, 2004.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
SARA LEE CORPORATION SLE ANNUAL MEETING DATE: 10/30/2003
ISSUER: 803111 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
J.T. BATTENBERG III Management For For
C. COKER Management For For
J. CROWN Management For For
W. DAVIS Management For For
V. JORDAN, JR. Management For For
L. KOELLNER Management For For
C. VAN LEDE Management For For
J. MANLEY Management For For
CARY D. MCMILLAN Management For For
C. STEVEN MCMILLAN Management For For
R. RIDGWAY Management For For
R. THOMAS Management For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS SARA LEE'S INDEPENDENT ACCOUNTANTS FOR
FISCAL 2004.
03 TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING CHARITABLE Shareholder Against For
CONTRIBUTIONS.
04 TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING SARA Shareholder Against For
LEE'S CODE OF CONDUCT.
</Table>
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Selected Accounts: Anchor Pathway Fund Growth-Income Series proxy Page 18 of 18
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
WALGREEN CO. WAG ANNUAL MEETING DATE: 01/14/2004
ISSUER: 931422 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
DAVID W. BERNAUER Management For For
WILLIAM C. FOOTE Management For For
JAMES J. HOWARD Management For For
ALAN G. MCNALLY Management For For
CORDELL REED Management For For
JEFFREY A. REIN Management For For
DAVID Y. SCHWARTZ Management For For
JOHN B. SCHWEMM Management For For
MARILOU M. VON FERSTEL Management For For
CHARLES R. WALGREEN III Management For For
02 APPROVAL OF THE AMENDED AND RESTATED WALGREEN Management For For
CO. NONEMPLOYEE DIRECTOR STOCK PLAN.
</Table>
ProxyEdge - Investment Company Report
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Selected Accounts: Anchor Pathway Fund Growth Series proxy Page 1 of 6
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
ALLIED WASTE INDUSTRIES, INC. AW SPECIAL MEETING DATE: 12/18/2003
ISSUER: 019589 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ISSUANCE OF SHARES OF OUR COMMON Management For For
STOCK IN EXCHANGE FOR SHARES OF OUR SERIES A
SENIOR CONVERTIBLE PREFERRED STOCK PURSUANT TO AN
EXCHANGE AGREEMENT BETWEEN THE COMPANY AND HOLDERS OF
THE PREFERRED STOCK.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. CSCO ANNUAL MEETING DATE: 11/11/2003
ISSUER: 17275R ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
CAROL A. BARTZ Management For For
LARRY R. CARTER Management For For
JOHN T. CHAMBERS Management For For
DR. JAMES F. GIBBONS Management For For
DR. JOHN L. HENNESSY Management For For
RODERICK C. MCGEARY Management For For
JAMES C. MORGAN Management For For
JOHN P. MORGRIDGE Management For For
DONALD T. VALENTINE Management For For
STEVEN M. WEST Management For For
JERRY YANG Management For For
02 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Management For For
EMPLOYEE STOCK PURCHASE PLAN, INCLUDING AN INCREASE
OF 100,000,000 SHARES AUTHORIZED FOR ISSUANCE UNDER THE
PLAN AND A 5-YEAR EXTENSION OF THE PLAN, AS MORE FULLY
SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS CISCO'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JULY 31, 2004.
04 PROPOSAL SUBMITTED BY A SHAREHOLDER THAT THE Shareholder Against For
BOARD PREPARE A REPORT EACH FISCAL YEAR ON CISCO
HARDWARE AND SOFTWARE PROVIDED TO GOVERNMENT AGENCIES
AND STATE-OWNED COMMUNICATIONS OR INFORMATION TECHNOLOGY
ENTITIES IN ANY COUNTRY, AS MORE FULLY SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT.
05 PROPOSAL SUBMITTED BY SHAREHOLDERS THAT THE BOARD'S Shareholder Against For
COMPENSATION COMMITTEE PREPARE AND MAKE AVAILABLE
BY JANUARY 1, 2004, A REPORT COMPARING TOTAL
COMPENSATION OF THE COMPANY'S TOP EXECUTIVES AND ITS
LOWEST PAID WORKERS IN THE U.S. AND ABROAD AS OF
SPECIFIC DATES, AS MORE FULLY SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT.
</Table>
ProxyEdge - Investment Company Report
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Selected Accounts: Anchor Pathway Fund Growth Series proxy Page 2 of 6
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
FEDEX CORPORATION FDX ANNUAL MEETING DATE: 09/29/2003
ISSUER: 31428X ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
AUGUST A. BUSCH IV Management For For
JOHN A. EDWARDSON Management For For
GEORGE J. MITCHELL Management For For
JOSHUA I. SMITH Management For For
02 APPROVAL OF INCENTIVE STOCK PLAN. Management For For
03 RATIFICATION OF INDEPENDENT AUDITORS. Management For For
04 STOCKHOLDER PROPOSAL REGARDING DECLASSIFICATION Shareholder For Against
OF THE BOARD OF DIRECTORS.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
FLEXTRONICS INTERNATIONAL LTD. FLEX ANNUAL MEETING DATE: 09/30/2003
ISSUER: Y2573F ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 RE-ELECTION OF RICHARD L. SHARP AS A DIRECTOR Management For For
OF THE COMPANY.
2A RE-ELECTION OF JAMES A. DAVIDSON AS A DIRECTOR Management For For
OF THE COMPANY.
2B RE-ELECTION OF LIP-BU TAN AS A DIRECTOR OF THE Management For For
COMPANY.
03 RE-APPOINTMENT OF PATRICK FOLEY AS A DIRECTOR Management For For
OF THE COMPANY.
04 TO APPOINT DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING
MARCH 31, 2004.
05 TO APPROVE AN AMENDMENT TO THE COMPANY'S 1997 Management For For
EMPLOYEE SHARE PURCHASE PLAN.
06 TO APPROVE THE AUTHORIZATION FOR THE DIRECTORS Management Against Against
OF THE COMPANY TO ALLOT AND ISSUE ORDINARY SHARES.
07 TO APPROVE THE AUTHORIZATION FOR THE COMPANY Management For For
TO PROVIDE CASH COMPENSATION TO ITS DIRECTORS.
08 TO APPROVE THE AUTHORIZATION OF THE PROPOSED Management For For
RENEWAL OF THE SHARE MANDATE RELATING TO ACQUISITIONS
BY THE COMPANY OF ITS OWN ISSUED ORDINARY SHARES.
</Table>
ProxyEdge - Investment Company Report
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
FOREST LABORATORIES, INC. FRX ANNUAL MEETING DATE: 08/11/2003
ISSUER: 345838 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
HOWARD SOLOMON Management For For
WILLIAM J. CANDEE, III Management For For
GEORGE S. COHAN Management For For
DAN L. GOLDWASSER Management For For
LESTER B. SALANS Management For For
KENNETH E. GOODMAN Management For For
PHILLIP M. SATOW Management For For
02 RATIFICATION OF AMENDMENT OF THE COMPANY'S CERTIFICATE Management For For
OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES
OF THE COMPANY'S COMMON STOCK.
03 RATIFICATION OF BDO SEIDMAN, LLP AS INDEPENDENT Management For For
AUDITORS.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION MSFT ANNUAL MEETING DATE: 11/11/2003
ISSUER: 594918 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
WILLIAM H. GATES III Management For For
STEVEN A. BALLMER Management For For
JAMES I. CASH JR. Management For For
RAYMOND V. GILMARTIN Management For For
A. MCLAUGHLIN KOROLOGOS Management For For
DAVID F. MARQUARDT Management For For
CHARLES H. NOSKI Management For For
HELMUT PANKE Management For For
WM. G. REED JR. Management For For
JON A. SHIRLEY Management For For
02 ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK Management For For
PLAN
03 ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK Management For For
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
04 SHAREHOLDER PROPOSAL (THE BOARD RECOMMENDS A Shareholder Against For
VOTE AGAINST THIS PROPOSAL)
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
PAYCHEX, INC. PAYX ANNUAL MEETING DATE: 10/02/2003
ISSUER: 704326 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
B. THOMAS GOLISANO Management For For
BETSY S. ATKINS Management For For
G. THOMAS CLARK Management For For
DAVID J. S. FLASCHEN Management For For
PHILLIP HORSLEY Management For For
GRANT M. INMAN Management For For
J. ROBERT SEBO Management For For
JOSEPH M. TUCCI Management For For
</Table>
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD. TYC ANNUAL MEETING DATE: 03/25/2004
ISSUER: 902124 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
DENNIS C. BLAIR Management For For
EDWARD D. BREEN Management For For
GEORGE W. BUCKLEY Management For For
BRIAN DUPERREAULT Management For For
BRUCE S. GORDON Management For For
JOHN A. KROL Management For For
MACKEY J. MCDONALD Management For For
H. CARL MCCALL Management For For
BRENDAN R. O'NEILL Management For For
SANDRA S. WIJNBERG Management For For
JEROME B. YORK Management For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO'S Management For For
INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS
REMUNERATION.
03 ADOPTION OF THE AMENDED AND RESTATED BYE-LAWS. Management For For
04 APPROVAL OF TYCO 2004 STOCK AND INCENTIVE PLAN. Management For For
05 SHAREHOLDER PROPOSAL REGARDING ENVIRONMENTAL Shareholder For Against
REPORTING.
06 SHAREHOLDER PROPOSAL TO CHANGE TYCO'S JURISDICTION Shareholder Against For
OF INCORPORATION FROM BERMUDA TO A U.S. STATE.
07 SHAREHOLDER PROPOSAL ON COMMON SENSE EXECUTIVE Shareholder Against For
COMPENSATION.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC VOD ANNUAL MEETING DATE: 07/30/2003
ISSUER: 92857W ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For
03 TO RE-APPOINT LORD MACLAURIN OF KNEBWORTH, DL Management For For
AS A DIRECTOR
04 TO RE-APPOINT KENNETH HYDON AS A DIRECTOR Management For For
05 TO RE-APPOINT THOMAS GEITNER AS A DIRECTOR Management For For
06 TO RE-APPOINT PROFESSOR SIR ALEC BROERS AS A DIRECTOR Management For For
07 TO RE-APPOINT JURGEN SCHREMPP AS A DIRECTOR Management For For
08 TO ELECT DR. JOHN BUCHANAN AS A DIRECTOR Management For For
09 TO APPROVE A FINAL DIVIDEND OF 0.8983 PER ORDINARY Management For For
SHARE
10 TO RE-APPOINT DELOITTE & TOUCHE AS AUDITORS Management For For
11 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For
THE AUDITORS REMUNERATION
12 TO AUTHORIZE DONATIONS AND EXPENDITURE UNDER Management For For
THE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS
ACT 2000
13 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management Against Against
16.2 OF THE COMPANY'S ARTICLES OF ASSOCIATION
14 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management Against Against
UNDER ARTICLE 16.3 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
15 TO AUTHORIZE THE COMPANY'S PURCHASE OF ITS OWN Management For For
SHARES *NOTE - VOTING CUT-OFF DATE: JULY 23, 2003
</Table>
ProxyEdge - Investment Company Report
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Selected Accounts: Anchor Pathway Fund Growth Series proxy Page 5 of 6
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC AGM MEETING DATE: 07/30/2003
ISSUER: G93882101 ISIN: GB0007192106
SEDOL: 5476190, 2615101, 0719210
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
* PLEASE CLICK ON THE ABOVE LINK TO ACCESS VODAFONE Non-Voting Non-Vote Proposal
GROUP'S 2003 NOTICE OF ANNUAL GENERAL MEETING
AND ANNUAL REVIEW & SUMMARY FINANCIAL STATEMENT
1. RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS FOR THE YE 31 MAR 2003
2. APPROVE THE REMUNERATION REPORT OF THE BOARD Management For For
FOR THE YE 31 MAR 2003
3. RE-APPOINT LORD MACLAURIN OF KNEBWORTH DL, A Management For For
DIRECTOR RETIRING IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION, AS A DIRECTOR OF THE
COMPANY
4. RE-APPOINT MR. KENNETH HYDON, A DIRECTOR RETIRING Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
5. RE-APPOINT MR. THOMAS GEITNER, A DIRECTOR RETIRING, Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
6. RE-APPOINT PROFESSOR SIR ALEC BROERS, A DIRECTOR Management For For
RETIRING IN ACCORDANCE WITH THE COMPANY'S ARTICLES
OF ASSOCIATION, AS A DIRECTOR OF THE COMPANY
7. RE-APPOINT MR. JURGEN SCHREMPP, A DIRECTOR RETIRING Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
8. RE-APPOINT DR. JOHN BUCHANAN, A DIRECTOR RETIRING Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
9. APPROVE THAT THE FINAL DIVIDEND RECOMMENDED BY Management For For
THE DIRECTORS OF 0.8983P PER ORDINARY SHARE
FOR THE YE 31 MAR 2003 BE DECLARED PAYABLE ON THE
ORDINARY SHARES OF THE COMPANY TO ALL MEMBERS WHOSE
NAMES APPEAR ON THE REGISTER OF MEMBERS ON 6 JUN 2003
AND THAT SUCH DIVIDEND BE PAID ON 8 AUG 2003
10. RE-APPOINT DELOITTE & TOUCHE AS AUDITORS TO THE Management For For
COMPANY UNTIL THE NEXT AGM
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For For
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For For
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES AND FOR THE
PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS OR INCUR EU
POLITICAL EXPENDITURE DURING THE PERIOD ENDING ON THE
DATE OF THE COMPANY'S AGM IN 2004 PROVIDED THAT ANY
SUCH DONATIONS AND EXPENDITURE MADE BY THE COMPANY
TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY WHILE
IT IS A SUBSIDIARY OF THE COMPANY SHALL NOT EXCEED IN
AGGREGATE GBP 100,000 DURING THAT PERIOD
</Table>
ProxyEdge - Investment Company Report
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Selected Accounts: Anchor Pathway Fund Growth Series proxy Page 6 of 6
<Table>
13. RENEW THE AUTHORITY CONFERRED ON THE DIRECTORS Management Against Against
BY ARTICLE 16.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND FOR THIS PURPOSE: 13.1) THE SECTION
80 AMOUNT BE USD 900,000,000; AND 13.2) THE PRESCRIBED
PERIOD BE THE PERIOD ENDING ON THE DATE OF THE
AGM IN 2004 OR ON 30 OCT 2004, WHICHEVER IS THE
EARLIER
S.14 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION 13, Management Against Against
THE POWER CONFERRED ON THE DIRECTORS BY ARTICLE 16.3
OF THE COMPANY'S ARTICLES OF ASSOCIATION BE RENEWED
FOR THE PRESCRIBED PERIOD SPECIFIED IN RESOLUTION 13.2
AND FOR SUCH PERIOD THE SECTION 89 AMOUNT BE
USD 340,000,000
S.15 AUTHORIZE THE COMPANY, GENERALLY AND UNCONDITIONALLY, Management For For
FOR THE PURPOSES OF SECTION 166 OF THE COMPANIES
ACT 1985, TO MAKE MARKET PURCHASES (AS DEFINED IN
SECTION 163 OF THAT ACT) OF ORDINARY SHARES OF USD 0.10
EACH IN THE CAPITAL OF THE COMPANY PROVIDED THAT: 15.1)
THE MAXIMUM AGGREGATE NUMBER OF ORDINARY SHARES WHICH
MAY BE PURCHASED IS 6,800,000,000; 15.2) THE MINIMUM
PRICE WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS USD
0.10; 15.3) THE MAXIMUM PRICE (EXCLUDING EXPENSES) WHICH
MAY BE PAID FOR ANY ORDINARY SHARE IS AN AMOUNT EQUAL TO
105% OF THE AVERAGE OF THE MIDDLE MARKET CLOSING PRICE
OF THE COMPANY'S ORDINARY SHARES AS DERIVED FROM THE
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE 5
BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH
SUCH SHARE IS CONTRACTED TO BE PURCHASED; AND 15.4) THIS
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE AGM OF
THE COMPANY HELD IN 2004 OR ON 30 OCT 2004, WHICHEVER IS
THE EARLIER, UNLESS SUCH AUTHORITY IS RENEWED PRIOR TO
THAT TIME (EXCEPT IN RELATION TO THE PURCHASE OF
ORDINARY SHARES THE CONTRACT FOR WHICH WAS CONCLUDED
BEFORE THE EXPIRY OF SUCH AUTHORITY AND WHICH MIGHT BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY)
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
XILINX, INC. XLNX ANNUAL MEETING DATE: 08/07/2003
ISSUER: 983919 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For For
WILLEM P. ROELANDTS Management For For
JOHN L. DOYLE Management For For
JERALD G. FISHMAN Management For For
PHILIP T. GIANOS Management For For
WILLIAM G. HOWARD, JR. Management For For
HAROLD E. HUGHES, JR. Management For For
RICHARD W. SEVCIK Management For For
ELIZABETH VANDERSLICE Management For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For For
YOUNG LLP AS INDEPENDENT AUDITORS OF XILINX FOR
THE FISCAL YEAR ENDING APRIL 3, 2004.
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
NTELOS INC. ANNUAL MEETING DATE: 11/04/2003
ISSUER: 67019U ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS Management For For
THOMAS E. DOSTER Management For For
RUDY J. GRAF Management For For
A. WILLIAM HAMILL Management For For
SUSAN A. MCLAUGHLIN Management For For
JOHN B. MITCHELL, SR. Management For For
JAMES S. QUARFORTH Management For For
JOHN B. WILLIAMSON, III Management For For
2. TO APPROVE THE NTELOS INC. STOCK OPTION PLAN Management For For
3. TO APPROVE THE INITIAL GRANT OF OPTIONS TO CERTAIN Management For For
EXECUTIVE OFFICERS AND KEY EMPLOYEES UNDER THE
NTELOS INC. STOCK OPTION PLAN
4. TO APPROVE THE NTELOS INC. STOCK OPTION PLAN Management For For
FOR NON-EMPLOYEE DIRECTORS
5. TO APPROVE THE INITIAL GRANT OF OPTIONS TO NON-EMPLOYEE Management For For
DIRECTORS UNDER THE NTELOS INC. STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
6. TO APPROVE ADJOURNMENT OF THE ANNUAL MEETING, Management For For
IF NEEDED, TO SOLICIT ADDITIONAL VOTES IN FAVOR
OF ANY OF THE PROPOSALS SET FORTH HEREIN
7. TO VOTE ON SUCH OTHER BUSINESS, IF ANY, THAT Management For For
MAY PROPERLY COME BEFORE THE MEETING
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
NTELOS INC. ANNUAL MEETING DATE: 01/16/2004
ISSUER: 67019U ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1 WHEREAS, THE COMPANY ESTABLISHED THE NTELOS INC. Management For For
STOCK OPTION (THE "PLAN"), EFFECTIVE AS OF SEPTEMBER
16, 2003; AND WHEREAS, THE BOARD OF DIRECTORS OF THE
COMPANY HAS DETERMINED THAT IT IS IN THE BEST INTEREST
OF THE COMPANY AND ITS SHAREHOLDERS TO AMEND AND RESTATE
THE PLAN IN ORDER TO INCREASE THE NUMBER OF INDIVIDUALS
WHO CAN BE "TIER 1 EMPLOYEES" (AS DEFINED IN THE PLAN AT
ANY ONE TIME; AND WHEREAS, INCENTIVE STOCK OPTIONS TO BE
GRANTED UNDER THE PLAN, AS AMENDED AND RESTATED, WOULD
BE CONTINGENT ON SHAREHOLDER APPROVAL OF SUCH AMENDED
AND RESTATED PLAN; AND WHEREAS, ON DECEMBER 19, 2003,
THE BOARD OF DIRECTORS OF THE COMPANY APPROVED THE
AMENDMENT AND RESTATEMENT OF THE PLAN, IN SUBSTANTIALLY
THE FORM ATTACHED HERETO AS EXHIBIT A, AND HAS SUBMITTED
SUCH AMENDED AND RESTATED PLAN TO THE SHAREHOLDERS
RECOMMENDING THEIR APPROVAL THEREOF; AND WHEREAS, THE
UNDERSIGNED SHAREHOLDERS DESIRE TO APPROVE THE AMENDED
AND RESTATED PLAN. THEREFORE BE IT RESOLVED, THAT THE
UNDERSIGNED SHAREHOLDERS HEREBY APPROVE THE AMENDED AND
RESTATED PLAN, IN SUBSTANTIALLY THE FORM ATTACHED HERETO
AS EXHIBIT A. THE WRITTEN CONSENT ACTION MAY BE DULY
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL; BUT ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE AND THE SAME WRITTEN CONSENT
ACTION.
</Table>
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
BRITISH AIRWAYS PLC AGM MEETING DATE: 07/15/2003
ISSUER: G14980109 ISIN: GB0001290575
SEDOL: 5473782, 0129057
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For For
MAR 2003, TOGETHER WITH THE REPORT OF THE DIRECTORS
2. APPROVE THE REMUNERATION REPORT CONTAINED WITHIN Management For For
THE REPORT AND ACCOUNTS FOR THE YE 31 MAR 2003
S.3 APPROVE THAT THE ARTICLE 78 OF THE COMPANY'S Management For For
ARTICLES OF ASSOCIATION SHALL BE SUBSTITUTED
WITH THE REPLACEMENT ARTICLE 78
4. RE-ELECT MR. RODERICK EDDINGTON AS A DIRECTOR Management For For
OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 87 OF THE COMPANY'S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. MARTIN BROUGHTON AS A DIRECTOR OF Management For For
THE COMPANY, WHO RETIRES IN ACCORDANCE WITH
ARTICLE 87 OF THE COMPANY'S ARTICLES OF ASSOCIATION
6. RE-ELECT BARONESS O CATHAIN AS A DIRECTOR OF Management For For
THE COMPANY UNTIL THE NEXT AGM, WHO RETIRES IN
ACCORDANCE WITH ARTICLE 87 OF THE COMPANY'S ARTICLES
OF ASSOCIATION
7. RE-ELECT DR. MARTIN READ AS A DIRECTOR OF THE Management For For
COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE
87 OF THE COMPANY'S ARTICLES OF ASSOCIATION
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR OF Management For For
THE COMPANY
9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For For
REMUNERATION
S.10 APPROVE, PURSUANT TO SECTIONS 80 AND 95 OF THE Management For For
COMPANIES ACT 1985, THAT THE AUTHORITY AND POWER
TO ALLOT SHARES, CONFERRED ON THE DIRECTORS BY ARTICLE
11(B) OF THE COMPANY'S ARTICLES OF ASSOCIATION BE
RENEWED FOR THE PERIOD ENDING ON THE EARLIER OF THE DATE
ON WHICH A RESOLUTION RELATING TO SUCH AUTHORITY AND
POWER IS PUT IN THE GENERAL MEETING ON 15 JUL 2008 AND
THE PRESCRIBED AMOUNT SHALL BE GBP 89 MILLION AND AS
PER SECTION 89 SHALL BE GBP 13.5 MILLION FOR SUCH PERIOD
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
CIE FINANCIERE RICHEMONT AG, ZUG AGM MEETING DATE: 09/17/2003
ISSUER: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: 7151116
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. APPROVE THE BUSINESS REPORTS Management For For
2. APPROVE THE APPROPRIATION OF THE BALANCE SHEET Management For For
REPORT
3. GRANT DISCHARGE OF THE MEMBERS OF THE BOARD OF Management Against Against
DIRECTORS
4. ELECT THE BOARD OF DIRECTORS Management For For
5. ELECT THE GROUP AUDITOR AND THE AUDITOR Management For For
</Table>
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
COLES MYER LTD AGM MEETING DATE: 11/26/2003
ISSUER: Q26203101 ISIN: AU000000CML1
SEDOL: 0208912, 5709603, 6179045, 6209908
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. APPROVE THE PRESENTATION OF THE CHAIRMAN AND Non-Voting Non-Vote Proposal
THE CHIEF EXECUTIVE OFFICER
2. APPROVE THE FINANCIAL REPORT OF THE COMPANY FOR Non-Voting Non-Vote Proposal
THE FYE 27 JUL 2003 TOGETHER WITH THE DIRECTORS
AND THE AUDITOR'S REPORTS
3.a RE-ELECT MR. RICHARD H. ALLERT AS A DIRECTOR, Management For For
WHO RETIRES BY ROTATION
3.b ELECT DR. R. KEITH AS A DIRECTOR Management For For
3.c RE-ELECT MR. WILLIAM P. GURRY AS A DIRECTOR, Management For For
WHO RETIRES BY ROTATION
3.d RE-ELECT MR. ANTHONY G. HODGSON AS A DIRECTOR Management For For
3.e ELECT MS. SANDRA V. MCPHEE AS A DIRECTOR Management For For
3.f RE-ELECT MR. MICHAEL WEMMS AS A DIRECTOR Management For For
4. APPROVE THE ISSUE OF 1,500,000 OPTIONS TO THE Management For For
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER,
MR. JOHAN E. FLETCHER ON THE SPECIFIED TERMS
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM MEETING DATE: 06/02/2004
ISSUER: D18190898 ISIN: DE0005140008
SEDOL: 0835871, 2803025, 5755554, 5757936, 5763041, 6178774, 2190846, 5750355, 5756405, 5759471, 5766998, 7168310
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. PRESENTATION OF THE ESTABLISHED ANNUAL FINANCIAL Management For For
STATEMENTS AND THE MANAGEMENT; REPORT FOR THE
2003 FINANCIAL YEAR, WITH THE REPORT OF THE SUPERVISORY
BOARD, PRESENTATION OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND THE GROUP MANAGEMENT REPORT (ACCORDING
TO U.S. GAAP) FOR THE 2003 FINANCIAL YEAR
2. APPROPRIATION OF DISTRIBUTABLE PROFIT; THE BOARD Management For For
OF MANAGING DIRECTORS AND THE SUPERVISORY BOARD
PROPOSE THE FOLLOWING RESOLUTION: THE DISTRIBUTABLE
PROFIT OF EUR 872,781,369.00 WILL BE USED FOR PAYMENT OF
A DIVIDEND OF EUR 1.50 PER NO PAR VALUE SHARE ELIGIBLE
FOR PAYMENT OF A DIVIDEND. THE REMAINING AMOUNT, WHICH
IS ATTRIBUTABLE TO OWN SHARES, WILL BE CARRIED FORWARD
TO NEW ACCOUNT.
3. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
BOARD OF MANAGING DIRECTORS FOR THE 2003 FINANCIAL
YEAR; THE BOARD OF MANAGING DIRECTORS AND THE
SUPERVISORY BOARD PROPOSE THAT THE ACTS OF MANAGEMENT BE
RATIFIED.
4. RATIFICATION OF THE ACTS OF MANAGEMENT OF THE Management For For
SUPERVISORY BOARD FOR THE 2003 FINANCIAL YEAR;
THE BOARD OF MANAGING DIRECTORS AND THE SUPERVISORY
BOARD PROPOSE THAT THE ACTS OF MANAGEMENT BE RATIFIED.
</Table>
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<Table>
5. ELECTION OF THE AUDITOR FOR THE 2004 FINANCIAL Management For For
YEAR; THE SUPERVISORY BOARD PROPOSES THAT KPMG
DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, FRANKFURT AM MAIN, BE
APPOINTED AUDITOR FOR THE 2004 FINANCIAL YEAR.
6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING Management For For
PURPOSES (SECTION 71 (1) NO. 7 STOCK CORPORATION
ACT); THE BOARD OF MANAGING DIRECTORS AND THE
SUPERVISORY BOARD PROPOSE THE FOLLOWING RESOLUTION: THE
COMPANY IS AUTHORIZED TO BUY AND SELL, FOR THE PURPOSE
OF SECURITIES TRADING, OWN SHARES ON OR BEFORE NOVEMBER
30, 2005 AT PRICES WHICH DO NOT EXCEED OR FALL SHORT OF
THE AVERAGE SHARE PRICE ON THE RESPECTIVE THREE
PRECEDING STOCK EXCHANGE TRADING DAYS (CLOSING AUCTION
PRICE OF THE DEUTSCHE BANK SHARE IN XETRA TRADING AND/OR
A COMPARABLE SUCCESSOR SYSTEM REPLACING THE XETRA SYSTEM
ON THE FRANKFURT STOCK EXCHANGE) BY MORE THAN 10%. IN
THIS CONTEXT, THE SHARES ACQUIRED FOR THIS PURPOSE MAY
NOT, AT THE END OF ANY DAY, EXCEED 5% OF THE SHARE
CAPITAL OF DEUTSCHE BANK AG. THE EXISTING AUTHORIZATION
GIVEN BY THE GENERAL MEETING ON JUNE 10, 2003, AND VALID
UNTIL SEPTEMBER 30, 2004, TO ACQUIRE OWN SHARES FOR
TRADING PURPOSES IS CANCELLED AS FROM THE COMING INTO
FORCE OF THE NEW AUTHORIZATION.
7. AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT Management For For
TO SECTION 71 (1) NO. 8 STOCK CORPORATION ACT;
THE BOARD OF MANAGING DIRECTORS AND THE SUPERVISORY
BOARD PROPOSE THE FOLLOWING RESOLUTION: THE COMPANY IS
AUTHORIZED TO BUY ITS OWN SHARES REPRESENTING UP TO 10%
OF THE PRESENT SHARE CAPITAL ON OR BEFORE NOVEMBER 30,
2005. TOGETHER WITH THE OWN SHARES ACQUIRED FOR TRADING
PURPOSES AND/OR FOR OTHER REASONS, AND WHICH ARE FROM
TIME TO TIME IN THE COMPANY'S POSSESSION OR ARE
ATTRIBUTABLE TO THE COMPANY PURSUANT TO SUB-SECTION 71A
FF STOCK CORPORATION ACT, THE OWN SHARES PURCHASED UNDER
THIS AUTHORIZATION MAY NOT AT ANY TIME EXCEED 10% OF
THE COMPANY'S SHARE CAPITAL. PURCHASE MAY BE EFFECTED
THROUGH THE STOCK EXCHANGE OR ON THE BASIS OF A PUBLIC
PURCHASE OFFER TO ALL SHAREHOLDERS. WHEN EFFECTING
PURCHASES THROUGH THE STOCK EXCHANGE, THE COMPANY MAY
ALSO AVAIL ITSELF OF THIRD PARTIES AND EMPLOY
DERIVATIVES, PROVIDED THESE THIRD PARTIES OBSERVE THE
FOLLOWING RESTRICTIONS. THE COUNTERVALUE FOR PURCHASE OF
THE SHARES THROUGH THE STOCK EXCHANGE MAY NOT EXCEED THE
AVERAGE SHARE PRICE (CLOSING AUCTION PRICE OF THE
DEUTSCHE BANK SHARE IN XETRA TRADING AND/OR A COMPARABLE
SUCCESSOR SYSTEM REPLACING THE XETRA SYSTEM ON THE
FRANKFURT STOCK EXCHANGE) ON THE LAST THREE STOCK
EXCHANGE TRADING DAYS PRECEDING THE OBLIGATION TO
PURCHASE BY MORE THAN 10% NOR FALL SHORT OF IT BY MORE
THAN 20%. IN CASE OF A PUBLIC PURCHASE OFFER, IT MAY
NOT FALL SHORT OF BY MORE THAN 10% OR EXCEED BY MORE
THAN 15% THE AVERAGE SHARE PRICE (CLOSING AUCTION PRICE
OF THE DEUTSCHE BANK SHARE IN XETRA TRADING AND/OR A
COMPARABLE SUCCESSOR SYSTEM REPLACING THE XETRA SYSTEM
ON THE FRANKFURT STOCK EXCHANGE) ON THE LAST THREE STOCK
EXCHANGE TRADING DAYS PRECEDING THE DAY OF PUBLICATION
OF THE OFFER. IF THE VOLUME OF SHARES OFFERED IN A
PUBLIC PURCHASE OFFER EXCEEDS THE PLANNED BUYBACK
VOLUME, ACCEPTANCE MUST BE IN PROPORTION TO THE NUMBER
OF SHARES OFFERED IN EACH CASE. THE PREFERRED
</Table>
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<Table>
ACCEPTANCE OF SMALL QUANTITIES OF UP TO 50 OF THE
COMPANY'S SHARES OFFERED FOR SALE PER SHAREHOLDER MAY BE
FORESEEN. THE BOARD OF MANAGING DIRECTORS IS AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO DISPOSE OF
THE PURCHASED SHARES, AND ANY OTHER SHARES PURCHASED
PURSUANT TO SECTION 71 (1) NO. 8 STOCK CORPORATION ACT
ON THE BASIS OF EARLIER AUTHORIZATIONS, IN A WAY OTHER
THAN THROUGH THE STOCK EXCHANGE OR BY OFFER TO ALL
SHAREHOLDERS, PROVIDED IT DOES SO AGAINST CONTRIBUTION
IN KIND AND EXCLUDING SHAREHOLDERS PRE-EMPTIVE RIGHTS
FOR THE PURPOSE OF ACQUIRING ENTERPRISES OR HOLDINGS IN
ENTERPRISES. IN ADDITION TO THIS, THE BOARD OF MANAGING
DIRECTORS IS AUTHORIZED, IN CASE IT DISPOSES OF
PURCHASED OWN SHARES BY OFFER TO ALL SHAREHOLDERS, TO
GRANT THE HOLDERS OF THE WARRANTS, CONVERTIBLE BONDS AND
CONVERTIBLE PARTICIPATORY RIGHTS ISSUED BY THE BANK,
PRE-EMPTIVE RIGHTS TO THE EXTENT THAT THEY WOULD BE
ENTITLED TO SUCH RIGHTS AFTER EXERCISE OF THE OPTION OR
CONVERSION RIGHTS. SHAREHOLDERS PRE-EMPTIVE RIGHTS ARE
EXCLUDED IN THESE CASES AND TO THIS EXTENT. THE BOARD OF
MANAGING DIRECTORS IS ALSO AUTHORIZED TO EXCLUDE
SHAREHOLDERS PRE-EMPTIVE RIGHTS INSOFAR AS THE SHARES
ARE TO BE USED FOR THE ISSUE OF STAFF SHARES TO
EMPLOYEES AND PENSIONERS OF THE COMPANY AND ITS RELATED
COMPANIES OR INSOFAR AS THEY ARE TO BE USED TO SERVICE
OPTION RIGHTS ON AND/OR RIGHTS OR DUTIES TO PURCHASE
SHARES OF THE COMPANY GRANTED TO EMPLOYEES OF THE
COMPANY AND ITS RELATED COMPANIES. THE BOARD OF MANAGING
DIRECTORS IS ALSO AUTHORIZED TO SELL THE SHARES TO THIRD
PARTIES AGAINST CASH PAYMENT, EXCLUDING SHAREHOLDERS
PRE-EMPTIVE RIGHTS, PROVIDED THE PURCHASE PRICE OF THE
SHARES IS NOT SUBSTANTIALLY LOWER THAN THE QUOTED PRICE
OF THE SHARES AT THE TIME OF SALE. THIS AUTHORIZATION
MAY ONLY BE UTILIZED IF IT HAS BEEN ESTABLISHED THAT THE
NUMBER OF SHARES SOLD ON THE BASIS OF THIS
AUTHORIZATION, TOGETHER WITH THE SHARES ISSUED FROM
AUTHORIZED CAPITAL, EXCLUDING SHAREHOLDERS PRE-EMPTIVE
RIGHTS, PURSUANT TO SECTION 186 (3) SENTENCE 4 STOCK
CORPORATION ACT, DOES NOT EXCEED 10% OF THE COMPANY'S
SHARE CAPITAL AVAILABLE AT THE TIME OF THE ISSUE OR SALE
OF SHARES. FURTHERMORE, THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO CALL IN SHARES PURCHASED ON THE BASIS
OF THIS AUTHORIZATION WITHOUT ANY FURTHER RESOLUTION OF
THE GENERAL MEETING BEING REQUIRED WITH RESPECT TO THIS
CALLING-IN PROCESS. THE EXISTING AUTHORIZATION TO
PURCHASE OWN SHARES GIVEN BY THE GENERAL MEETING ON JUNE
10, 2003, AND VALID UNTIL SEPTEMBER 30, 2004, EXPIRES
WHEN THE NEW AUTHORIZATION COMES INTO FORCE.
8. CREATION OF NEW AUTHORIZED CAPITAL AND AMENDMENT Management For For
TO THE ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING
DIRECTORS AND THE SUPERVISORY BOARD PROPOSE THE
FOLLOWING RESOLUTION: A) THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO INCREASE THE SHARE CAPITAL ON OR BEFORE
APRIL 30, 2009, WITH THE CONSENT OF THE SUPERVISORY
BOARD, ONCE OR MORE THAN ONCE, BY UP TO A TOTAL OF EUR
150,000,000 THROUGH THE ISSUE OF NEW SHARES AGAINST CASH
PAYMENT. SHAREHOLDERS ARE TO BE GRANTED PRE-EMPTIVE
RIGHTS, BUT THE BOARD OF MANAGING DIRECTORS IS
AUTHORIZED TO EXCEPT BROKEN AMOUNTS FROM SHAREHOLDERS
PRE-EMPTIVE RIGHTS AND TO EXCLUDE PRE-EMPTIVE
</Table>
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<Table>
RIGHTS INSOFAR AS IT IS NECESSARY TO GRANT TO THE
HOLDERS OF WARRANTS, CONVERTIBLE BONDS AND CONVERTIBLE
PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK AG AND ITS
SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES TO THE
EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS AFTER
EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE NEW
SHARES MAY ALSO BE TAKEN UP BY BANKS SPECIFIED BY THE
BOARD OF MANAGING DIRECTORS WITH THE OBLIGATION TO OFFER
THEM TO SHAREHOLDERS (INDIRECT PRE-EMPTIVE RIGHT). B) IN
SECTION 4 OF THE ARTICLES OF ASSOCIATION THE PRESENT
SUB-PARAGRAPHS (4) AND (5) ARE DELETED, AS THE PERIOD
FOR THE USE OF THE AUTHORIZED CAPITAL REGULATED THERE
HAS EXPIRED WITHOUT BEING USED; IN ADDITION, THE PRESENT
SUB-PARAGRAPH (6) IS DELETED, AS NO CONVERSION RIGHTS OR
OPTION RIGHTS, FOR WHICH THE CONDITIONAL CAPITAL COULD
HAVE BEEN USED, WERE ISSUED UP TO EXPIRY OF THE
AUTHORIZATION ON APRIL 30, 2004. THE PRESENT
SUB-PARAGRAPHS (7) TO (13) ARE RE-NUMBERED
SUB-PARAGRAPHS (4) TO (10) IN UNCHANGED SEQUENCE AND THE
FOLLOWING NEW SUB-PARAGRAPH (11) IS ADDED: (11) THE
BOARD OF MANAGING DIRECTORS IS AUTHORIZED TO INCREASE
THE SHARE CAPITAL ON OR BEFORE APRIL 30, 2009, WITH THE
CONSENT OF THE SUPERVISORY BOARD, ONCE OR MORE THAN
ONCE, BY UP TO A TOTAL OF EUR 150,000,000 THROUGH THE
ISSUE OF NEW SHARES AGAINST CASH PAYMENT. SHAREHOLDERS
ARE TO BE GRANTED PRE-EMPTIVE RIGHTS, BUT THE BOARD OF
MANAGING DIRECTORS IS AUTHORIZED TO EXCEPT BROKEN
AMOUNTS FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND TO
EXCLUDE PRE-EMPTIVE RIGHTS INSOFAR AS IT IS NECESSARY TO
GRANT TO THE HOLDERS OF WARRANTS, CONVERTIBLE BONDS AND
CONVERTIBLE PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK
AG AND ITS SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES
TO THE EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS
AFTER EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE
NEW SHARES MAY ALSO BE TAKEN UP BY BANKS SPECIFIED BY
THE BOARD OF MANAGING DIRECTORS WITH THE OBLIGATION TO
OFFER THEM TO SHAREHOLDERS (INDIRECT PRE-EMPTIVE RIGHT).
9. CREATION OF NEW AUTHORIZED CAPITAL (WITH THE Management For For
POSSIBILITY OF EXCLUDING PRE-EMPTIVE RIGHTS PURSUANT TO
SECTION 186 (3) SENTENCE 4 STOCK CORPORATION ACT) AND
AMENDMENT TO THE ARTICLES OF ASSOCIATION; THE BOARD OF
MANAGING DIRECTORS AND THE SUPERVISORY BOARD PROPOSE THE
FOLLOWING RESOLUTION: A) THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO INCREASE THE SHARE CAPITAL ON OR BEFORE
APRIL 30, 2009, WITH THE CONSENT OF THE SUPERVISORY
BOARD, ONCE OR MORE THAN ONCE, BY UP TO A TOTAL OF EUR
48,000,000 THROUGH THE ISSUE OF NEW SHARES AGAINST CASH
PAYMENT. SHAREHOLDERS ARE TO BE GRANTED PRE-EMPTIVE
RIGHTS, BUT THE BOARD OF MANAGING DIRECTORS IS
AUTHORIZED TO EXCEPT BROKEN AMOUNTS FROM SHAREHOLDERS
PRE-EMPTIVE RIGHTS AND TO EXCLUDE PRE-EMPTIVE RIGHTS
INSOFAR AS IT IS NECESSARY TO GRANT TO THE HOLDERS OF
WARRANTS, CONVERTIBLE BONDS AND CONVERTIBLE
PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK AG AND ITS
SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES TO THE
EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS AFTER
EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE BOARD
OF MANAGING DIRECTORS IS ALSO AUTHORIZED TO EXCLUDE,
WITH THE CONSENT OF THE SUPERVISORY BOARD, THE
PRE-EMPTIVE RIGHTS IN FULL IF THE ISSUE PRICE OF THE NEW
SHARES IS NOT SIGNIFICANTLY
</Table>
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<Table>
LOWER THAN THE QUOTED PRICE OF SHARES ALREADY LISTED AT
THE TIME OF THE FINAL DETERMINATION OF THE ISSUE PRICE.
B) IN SECTION 4 OF THE ARTICLES OF ASSOCIATION THE
FOLLOWING NEW SUB-PARAGRAPH (12) IS ADDED: (12) THE
BOARD OF MANAGING DIRECTORS IS AUTHORIZED TO INCREASE
THE SHARE CAPITAL ON OR BEFORE APRIL 30, 2009, WITH THE
CONSENT OF THE SUPERVISORY BOARD, ONCE OR MORE THAN
ONCE, BY UP TO A TOTAL OF EUR 48,000,000 THROUGH THE
ISSUE OF NEW SHARES AGAINST CASH PAYMENT. SHAREHOLDERS
ARE TO BE GRANTED PRE-EMPTIVE RIGHTS, BUT THE BOARD OF
MANAGING DIRECTORS IS AUTHORIZED TO EXCEPT BROKEN
AMOUNTS FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND TO
EXCLUDE PRE-EMPTIVE RIGHTS INSOFAR AS IT IS NECESSARY TO
GRANT TO THE HOLDERS OF WARRANTS, CONVERTIBLE BONDS AND
CONVERTIBLE PARTICIPATORY RIGHTS ISSUED BY DEUTSCHE BANK
AG AND ITS SUBSIDIARIES PRE-EMPTIVE RIGHTS TO NEW SHARES
TO THE EXTENT THAT THEY WOULD BE ENTITLED TO SUCH RIGHTS
AFTER EXERCISING THEIR OPTION OR CONVERSION RIGHTS. THE
BOARD OF MANAGING DIRECTORS IS ALSO AUTHORIZED TO
EXCLUDE, WITH THE CONSENT OF THE SUPERVISORY BOARD, THE
PRE-EMPTIVE RIGHTS IF THE ISSUE PRICE OF THE NEW SHARES
IS NOT SIGNIFICANTLY LOWER THAN THE QUOTED PRICE OF
SHARES ALREADY LISTED AT THE TIME OF THE FINAL
DETERMINATION OF THE ISSUE PRICE.
10. AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH Management For For
WARRANTS AND/OR CONVERTIBLE PARTICIPATORY NOTES, BONDS
WITH WARRANTS AND CONVERTIBLE BONDS, CREATION OF
CONDITIONAL CAPITAL AND AMENDMENT TO THE ARTICLES OF
ASSOCIATION THE BOARD OF MANAGING DIRECTORS AND THE
SUPERVISORY BOARD PROPOSE THE FOLLOWING RESOLUTION: A)
THE BOARD OF MANAGING DIRECTORS IS AUTHORIZED TO ISSUE,
ONCE OR MORE THAN ONCE, BEARER OR REGISTERED
PARTICIPATORY NOTES ON OR BEFORE APRIL 30, 2009. THE
PARTICIPATORY NOTES MUST MEET THE REQUIREMENTS OF THE
GERMAN BANKING ACT, WHICH CALL FOR CAPITAL PAID UP TO
GRANT PARTICIPATORY RIGHTS TO BE ATTRIBUTABLE TO THE
COMPANY'S LIABLE CAPITAL. BEARER WARRANTS MAY BE
ATTACHED TO THE PARTICIPATORY NOTES, OR THEY MAY BE
LINKED TO A CONVERSION RIGHT FOR THE BEARER. SUBJECT TO
THE CONDITIONS OF PARTICIPATORY NOTES WITH WARRANTS
AND/OR CONVERTIBLE PARTICIPATORY NOTES, THE OPTION
AND/OR CONVERSION RIGHTS ENTITLE THE HOLDER TO SUBSCRIBE
TO SHARES OF DEUTSCHE BANK AG. THE BOARD OF MANAGING
DIRECTORS IS FURTHER AUTHORIZED TO ISSUE BONDS WITH
WARRANTS AND/OR CONVERTIBLE BONDS WITH A MATURITY OF 20
YEARS AT THE MOST, INSTEAD OF OR BESIDES PARTICIPATORY
NOTES, ONCE OR MORE THAN ONCE, ON OR BEFORE APRIL 30,
2009 AND TO GRANT HOLDERS OF BONDS WITH WARRANTS AND
HOLDERS OF CONVERTIBLE BONDS OPTION RIGHTS AND
CONVERSION RIGHTS, RESPECTIVELY, TO NEW SHARES OF
DEUTSCHE BANK AG SUBJECT TO THE CONDITIONS OF BONDS WITH
WARRANTS AND CONVERTIBLE BONDS. THE TOTAL NOMINAL VALUE
OF ALL PARTICIPATORY NOTES, BONDS WITH WARRANTS AND
CONVERTIBLE BONDS TO BE ISSUED UNDER THIS AUTHORIZATION
MAY NOT EXCEED A TOTAL VALUE OF EUR 6 BILLION. OPTION
AND/OR CONVERSION RIGHTS MAY ONLY BE ISSUED IN RESPECT
TO SHARES OF THE COMPANY IN A PROPORTIONATE AMOUNT OF
SHARE CAPITAL OF UP TO A NOMINAL EUR 150,000,000. THE
PARTICIPATORY NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
BONDS (BONDS WITH WARRANTS AND CONVERTIBLE BONDS ARE
ALSO REFERRED TO BELOW
</Table>
ProxyEdge - Investment Company Report
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Selected Accounts: Anchor Pathway Fund International Series proxy Page 7 of 18
<Table>
AS BONDS AND TOGETHER WITH PARTICIPATORY NOTES AS
RIGHTS) MAY BE ISSUED EITHER IN EURO OR IN THE OFFICIAL
CURRENCY OF AN OECD MEMBER COUNTRY, AS LONG AS THE
CORRESPONDING EURO COUNTERVALUE IS NOT EXCEEDED. BONDS
WITH WARRANTS AND CONVERTIBLE BONDS MAY ALSO BE ISSUED
BY COMPANIES IN WHICH DEUTSCHE BANK AG HAS A DIRECT OR
INDIRECT MAJORITY HOLDING; IN THIS CASE THE BOARD OF
MANAGING DIRECTORS IS AUTHORIZED TO ASSUME A GUARANTEE
FOR THE REPAYMENT OF THE BONDS AND TO ENSURE THAT OPTION
AND/OR CONVERSION RIGHTS ARE GRANTED. WHEN ISSUING
PARTICIPATORY NOTES WITH WARRANTS AND/OR BONDS WITH
WARRANTS, ONE OR MORE WARRANTS ARE ATTACHED TO EACH
PARTICIPATORY NOTE AND/OR EACH BOND, WHICH ENTITLE THE
BEARER TO SUBSCRIBE TO NEW SHARES OF DEUTSCHE BANK AG
SUBJECT TO THE CONDITIONS OF OPTIONS DETERMINED BY THE
BOARD OF MANAGING DIRECTORS. THE PROPORTIONATE AMOUNT OF
SHARE CAPITAL FOR SHARES TO BE SUBSCRIBED FOR EACH RIGHT
SHALL NOT EXCEED THE NOMINAL AMOUNT OF THE PARTICIPATORY
NOTES WITH WARRANTS OR OF THE BONDS WITH WARRANTS,
RESPECTIVELY. THE MATURITY OF THE OPTION RIGHT MAY NOT
EXCEED 20 YEARS. WHEN ISSUING BEARER CONVERTIBLE
PARTICIPATORY NOTES AND/OR CONVERTIBLE BONDS THE HOLDERS
OF PARTICIPATORY NOTES AND/OR BONDS HAVE THE RIGHT TO
EXCHANGE THEIR PARTICIPATORY NOTES OR CONVERTIBLE BONDS
FOR NEW SHARES OF DEUTSCHE BANK AG SUBJECT TO THE
CONDITIONS OF PARTICIPATORY RIGHTS AND BONDS. THE
EXCHANGE RATIO IS OBTAINED BY DIVIDING THE NOMINAL
AMOUNT OF A RIGHT BY THE CONVERSION PRICE ESTABLISHED
FOR A NEW SHARE OF DEUTSCHE BANK AG. THE EXCHANGE RATIO
CAN ALSO BE OBTAINED BY DIVIDING THE ISSUE PRICE OF A
RIGHT, WHICH IS BELOW THE NOMINAL AMOUNT, BY THE
CONVERSION PRICE ESTABLISHED FOR A NEW SHARE OF DEUTSCHE
BANK AG. A VARIABLE EXCHANGE RATIO AND/OR CONVERSION
PRICE MAY ALSO BE ESTABLISHED IN THE CONDITIONS OF
EXCHANGE BY ALLOWING THE CONVERSION PRICE TO FLUCTUATE
WITHIN A CERTAIN FIXED BAND UNTIL MATURITY, DEPENDING ON
THE DEVELOPMENT OF THE SHARE PRICE. THE PROPORTIONATE
AMOUNT OF SHARE CAPITAL REPRESENTED BY THE SHARES TO BE
ISSUED ON CONVERSION SHALL NOT EXCEED THE NOMINAL AMOUNT
OF THE CONVERTIBLE PARTICIPATORY NOTE OR THE CONVERTIBLE
BOND. THE CONDITIONS OF CONVERSION MAY ALSO CALL FOR AN
OBLIGATION TO CONVERT AT MATURITY OR AT SOME OTHER POINT
IN TIME. THE CONDITIONS OF PARTICIPATORY NOTES OR BONDS
MAY ALSO STIPULATE WHETHER TO ROUND AND HOW A ROUND
EXCHANGE RATIO CAN BE ARRIVED AT, WHETHER AN ADDITIONAL
CASH PAYMENT OR CASH COMPENSATION IS TO BE PAID FOR
BROKEN AMOUNTS AND WHETHER A CERTAIN DATE CAN BE
ESTABLISHED BY WHICH THE CONVERSION/OPTION RIGHTS MAY OR
MUST BE EXERCISED. EACH OPTION OR CONVERSION PRICE TO BE
ESTABLISHED FOR A NO PAR VALUE SHARE MUST - ALSO IN CASE
OF A VARIABLE EXCHANGE RATIO OR CONVERSION PRICE -
AMOUNT TO EITHER A MINIMUM OF 80% OF THE AVERAGE VALUE
OF THE SHARE PRICE OF A DEUTSCHE BANK SHARE IN THE XETRA
CLOSING AUCTIONS (OR A CORRESPONDING PRICE ESTABLISHED
IN ANY FOLLOW-UP SYSTEM REPLACING XETRA TRADING) ON THE
TEN TRADING DAYS PRECEDING THE DAY THE RESOLUTION WAS
TAKEN BY THE BOARD OF MANAGING DIRECTORS ON THE ISSUE OF
PARTICIPATORY NOTES, BONDS WITH WARRANTS OR CONVERTIBLE
BONDS OR AT LEAST 80% OF THE SHARE PRICE OF A DEUTSCHE
BANK SHARE IN THE XETRA CLOSING AUCTION (OR A
</Table>
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<Table>
CORRESPONDING PRICE ESTABLISHED IN ANY FOLLOW-UP SYSTEM
REPLACING XETRA TRADING) ON THE THIRD TRADING DAY
PRECEDING THE END OF RIGHTS TRADING. THE OPTION OR
CONVERSION PRICE IS REDUCED, WITHOUT PREJUDICE TO
SECTION 9 (1) STOCK CORPORATION ACT, ON THE BASIS OF A
DILUTION PROTECTION CLAUSE, SUBJECT TO THE CONDITIONS OF
OPTIONS AND/OR PARTICIPATORY NOTES OR BONDS, BY PAYMENT
OF A CORRESPONDING CASH AMOUNT ON EXERCISE OF THE
CONVERSION RIGHT OR BY REDUCING THE ADDITIONAL PAYMENT
AMOUNT IF DEUTSCHE BANK AG RAISES ITS SHARE CAPITAL
DURING THE OPTION OR CONVERSION PERIOD AND GRANTS ITS
SHAREHOLDERS PRE-EMPTIVE RIGHTS, ISSUES FURTHER
PARTICIPATORY NOTES, BONDS WITH WARRANTS OR CONVERTIBLE
BONDS OR OTHER OPTION RIGHTS AND HOLDERS OF OPTION OR
CONVERSION RIGHTS ARE NOT GRANTED PRE-EMPTIVE RIGHTS TO
THE SAME EXTENT AS THEY WOULD BE ENTITLED TO ON EXERCISE
OF THE OPTION OR CONVERSION RIGHTS. INSTEAD OF A CASH
PAYMENT OR A REDUCTION OF THE ADDITIONAL PAYMENT THE
EXCHANGE RATIO MAY ALSO BE ADJUSTED - AS FAR AS POSSIBLE
- BY DIVIDING IT BY THE REDUCED CONVERSION PRICE. IN
CASE OF A CAPITAL REDUCTION THE CONDITIONS MAY ALSO CALL
FOR AN ADJUSTMENT OF THE OPTION AND/OR CONVERSION
RIGHTS. THE CONDITIONS OF PARTICIPATORY NOTES AND BONDS
MAY EACH STIPULATE THAT IN CASE OF AN EXERCISE OF OPTION
OR CONVERSION RIGHTS, OWN SHARES OF THE COMPANY MAY ALSO
BE GRANTED. IN ADDITION THERE IS THE FURTHER POSSIBILITY
THAT THE COMPANY PAYS THE CASH COUNTERVALUE ON EXERCISE
OF THE OPTION OR CONVERSION RIGHTS, SUBJECT TO THE
CONDITIONS OF PARTICIPATORY RIGHTS OR BONDS, THAT
CORRESPONDS TO THE AVERAGE PRICE OF THE DEUTSCHE BANK
SHARE IN THE CLOSING AUCTION IN XETRA TRADING (OR A
CORRESPONDING PRICE ESTABLISHED IN ANY FOLLOW-UP SYSTEM
REPLACING XETRA TRADING) ON AT LEAST TWO SUCCESSIVE
TRADING DAYS DURING A PERIOD OF UP TO TEN TRADING DAYS
AFTER DECLARATION OF CONVERSION OR EXERCISE OF THE
OPTION. PLEASE SEE NOTE 2 FOR THE CONTINUATION OF THIS
RESOLUTION.
* NOTE 1: PLEASE BE ADVISED THAT DEUTSCHE BANK Non-Voting Non-Vote Proposal
AG SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH DO
NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO
VOTE. THANK YOU
* NOTE 2 - CONTINUING FROM RESOLUTION 10: IN THE Non-Voting Non-Vote Proposal
CASE OF BONDS BEING ISSUED, SHAREHOLDERS ARE IN
PRINCIPLE ENTITLED TO THE STATUTORY PRE-EMPTIVE RIGHT.
HOWEVER, THE BOARD OF MANAGING DIRECTORS IS AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO EXCLUDE
SHAREHOLDERS PRE-EMPTIVE RIGHTS INSOFAR AS THE ISSUE
PRICE IS NOT SUBSTANTIALLY LOWER THAN THE THEORETICAL
MARKET VALUE, ESTABLISHED USING RECOGNIZED ACTUARIAL
METHODS, OF THE PARTICIPATORY NOTES, BONDS WITH WARRANTS
OR CONVERTIBLE BONDS. HOWEVER, THE TOTAL NUMBER OF
SHARES TO BE ISSUED ON THE BASIS OF BONDS UNDER THIS
AUTHORIZATION PURSUANT TO SECTION 186 (3) SENTENCE 4
STOCK CORPORATION ACT (WITH EXCLUSION OF PRE-EMPTIVE
RIGHTS AGAINST CASH DEPOSIT) TOGETHER WITH OTHER SHARES
ISSUED OR SOLD PURSUANT OR CORRESPONDING TO THIS LEGAL
REQUIREMENT DURING THE VALIDITY OF THIS AUTHORIZATION
MAY NOT EXCEED 10% OF THE SHARE CAPITAL AT THE TIME
THIS AUTHORIZATION IS EXERCISED. IF THE BOARD OF
MANAGING DIRECTORS MAKES NO USE OF THIS POSSIBILITY, IT
IS AUTHORIZED,
</Table>
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<Table>
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO EXCEPT
BROKEN AMOUNTS RESULTING FROM THE SUBSCRIPTION RATIO
FROM SHAREHOLDERS PRE-EMPTIVE RIGHTS AND TO EXCLUDE
PRE-EMPTIVE RIGHTS TO THE EXTENT NECESSARY TO GRANT
HOLDERS OF OPTION OR CONVERSION RIGHTS OR HOLDERS OF
CONVERTIBLE BONDS WITH AN OBLIGATION TO CONVERT A
PRE-EMPTIVE RIGHT TO THE SAME EXTENT AS THEY WOULD BE
ENTITLED TO ON EXERCISE OF THE OPTION OR CONVERSION
RIGHTS OR AFTER FULFILLING THE DUTIES TO CONVERT. THE
BOARD OF MANAGING DIRECTORS IS AUTHORIZED TO DETERMINE,
WITH THE CONSENT OF THE SUPERVISORY BOARD, FURTHER
DETAILS CONCERNING THE ISSUE AND FEATURES OF THE ISSUE,
ESPECIALLY THE INTEREST RATE, ISSUE PRICE, MATURITY,
CONVERSION OR OPTION PRICE, OR TO DO SO IN CONSULTATION
WITH THE MANAGEMENT BODIES OF THE GROUP COMPANY FLOATING
THE ISSUE. B) CONDITIONAL CAPITAL THE SHARE CAPITAL IS
INCREASED CONDITIONALLY BY UP TO EUR 150,000,000 THROUGH
THE ISSUE OF UP TO 58,593,750 NEW REGISTERED NO PAR
VALUE SHARES. THE CONDITIONAL CAPITAL INCREASE SERVES TO
GRANT RIGHTS TO THE HOLDERS OF PARTICIPATORY NOTES WITH
WARRANTS AND CONVERTIBLE PARTICIPATORY NOTES, BONDS WITH
WARRANTS AND CONVERTIBLE BONDS, ISSUED ON OR BEFORE
APRIL 30, 2009 PURSUANT TO THE ABOVE AUTHORIZATION UNDER
A) EITHER BY THE COMPANY OR THROUGH A COMPANY IN WHICH
DEUTSCHE BANK AG HAS A DIRECT OR INDIRECT MAJORITY
HOLDING. THE ISSUE OF NEW SHARES IS EXECUTED AT THE
CONVERSION OR OPTION PRICES ESTABLISHED IN ACCORDANCE
WITH A). THE CONDITIONAL CAPITAL INCREASE IS ONLY TO BE
CARRIED OUT TO THE EXTENT TO WHICH THESE RIGHTS ARE
EXERCISED OR TO WHICH THE BEARERS OBLIGED TO CONVERT
FULFIL THEIR CONVERSION DUTIES. THE NEW SHARES ARE
ENTITLED TO A DIVIDEND FROM THE BEGINNING OF THE
FINANCIAL YEAR IN WHICH THEY ARE CREATED BY EXERCISE OF
CONVERSION OR OPTION RIGHTS OR BY FULFILMENT OF
CONVERSION OBLIGATIONS. THE BOARD OF MANAGING DIRECTORS
IS AUTHORIZED TO ESTABLISH FURTHER DETAILS FOR
IMPLEMENTING THE CONDITIONAL CAPITAL INCREASE. C)
AMENDMENT TO THE ARTICLES OF ASSOCIATION THE FOLLOWING
NEW SUB-PARAGRAPH 13 IS ADDED TO SECTION 4 OF THE
ARTICLES OF ASSOCIATION: (13) THE SHARE CAPITAL IS
INCREASED CONDITIONALLY BY UP TO EUR 150,000,000 THROUGH
THE ISSUE OF UP TO 58,593,750 NEW REGISTERED NO PAR
VALUE SHARES. THE CONDITIONAL CAPITAL INCREASE WILL ONLY
BE CARRIED OUT INSOFAR AS A) THE HOLDERS OF CONVERSION
RIGHTS OR WARRANTS LINKED WITH PARTICIPATORY NOTES OR
CONVERTIBLE BONDS OR BONDS WITH WARRANTS TO BE ISSUED UP
TO APRIL 30, 2009 BY DEUTSCHE BANK AG OR A COMPANY IN
WHICH DEUTSCHE BANK AG HAS A DIRECT OR INDIRECT MAJORITY
HOLDING, MAKE USE OF THEIR CONVERSION OR OPTION RIGHTS
OR INSOFAR AS B) THE HOLDERS WITH CONVERSION OBLIGATIONS
OF CONVERTIBLE PARTICIPATORY NOTES OR CONVERTIBLE BONDS
TO BE ISSUED ON OR BEFORE APRIL 30, 2009 BY DEUTSCHE
BANK AG, OR A COMPANY IN WHICH DEUTSCHE BANK AG HAS A
DIRECT OR INDIRECT MAJORITY HOLDING, FULFIL THEIR
OBLIGATION TO CONVERT. THE NEW SHARES ARE ENTITLED TO A
DIVIDEND FROM THE BEGINNING OF THE FINANCIAL YEAR IN
WHICH THEY ARE CREATED BY EXERCISE OF CONVERSION OR
OPTION RIGHTS OR BY FULFILMENT OF THE DUTY TO CONVERT.
</Table>
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<Table>
* NOTE 3: PLEASE USE THE LINK TITLED PROXY STATEMENT Non-Voting Non-Vote Proposal
(HTTP://WWW.DEUTSCHE-BANK.DE/HAUPTVERSAMMLUNG/PDFS/AGENDA_2004_EN.PDF)
FOR FURTHER INFORMATION ON THE RESOLUTIONS.
* NOTE 4: PLEASE NOTE THE REVISED NOTICE REFLECTING Non-Voting Non-Vote Proposal
THE DETAILED WORDING OF RESOLUTIONS. THANK YOU
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
ELECTROCOMPONENTS PLC AGM MEETING DATE: 07/18/2003
ISSUER: G29848101 ISIN: GB0003096442
SEDOL: 0309644, 5830138
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For For
AND THE AUDITORS FOR THE YE 31 MAR 2003
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For
THE YE 31 MAR 2003
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For For
4. RE-ELECT MR. T.G. BARKER AS A DIRECTOR Management For For
5. RE-ELECT MR. J.L. HEWITT AS A DIRECTOR Management For For
6. RE-ELECT MR. N.J. TEMPLE AS A DIRECTOR Management For For
7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For For
THE COMPANY AND AUTHORIZE THE DIRECTORS TO AGREE
THEIR REMUNERATION
S.8 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For For
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 43,520,655 ORDINARY SHARES OF 10P EACH IN THE
COMPANY, AT A MINIMUM PRICE OF 10P AND UP TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST,
OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY; AND THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
FOSTERS GROUP LTD (EX FOSTERS BREWING GROUP LTD) AGM MEETING DATE: 10/27/2003
ISSUER: Q3944W187 ISIN: AU000000FGL6
SEDOL: 0349350, 5993804, 6349268
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
* RECEIVE AND CONSIDER THE CONCISE FINANCIAL REPORT Non-Voting Non-Vote Proposal
AND THE FINANCIAL REPORT (FINANCIAL STATEMENTS,
NOTES AND DIRECTORS DECLARATION) FOR THE YE 30 JUN 2003,
TOGETHER WITH THE CONSOLIDATED ACCOUNTS OF THE COMPANY
AND ITS CONTROLLED ENTITIES IN ACCORDANCE WITH THE
CORPORATIONS ACT 2001, AND THE RESPECTIVE REPORTS OF THE
DIRECTORS AND AUDITORS
1. RE-ELECT MRS. M L CATTERMOLE AS A DIRECTOR WHO Management For For
RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION
</Table>
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Selected Accounts: Anchor Pathway Fund International Series proxy Page 11 of 18
<Table>
2. APPROVE, AS AN EXCEPTION TO ASX LISTING RULE Management For For
7.1, THE ISSUE OF SECURITIES UNDER THE FOSTER'S
EMPLOYEE SHARE AND OPTION PLAN, THE FOSTER'S
2001 INTERNATIONAL EMPLOYEE SHARE PLAN (NO.1)
AND THE FOSTER'S 2001 INTERNATIONAL EMPLOYEE
SHARE PLAN (NO.2)
3. APPROVE, AS AN EXCEPTION TO ASX LISTING RULE Management For For
7.1, THE ISSUE OF SECURITIES UNDER THE FOSTER'S
LONG TERM INCENTIVE PLAN
4. APPROVE, SUBJECT TO THE ATTAINMENT OF THE RELEVANT Management For For
PERFORMANCE STANDARDS PRESCRIBED UNDER THE FOSTER'S LONG
TERM INCENTIVE PLAN ( PLAN ), THE ACQUISITION OF RIGHTS
IN RESPECT OF UP TO A MAXIMUM OF 558,000 SHARES IN
RESPECT OF THE 2003/2004 FINANCIAL YEAR BY MR. E T
KUNKEL, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE
COMPANY, UNDER THE PLAN
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
GRUPO TELEVISA, S.A. TV ANNUAL MEETING DATE: 12/23/2003
ISSUER: 40049J ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
01 AMENDMENTS TO THE DEED OF ISSUANCE OF THE ORDINARY Management For For
PARTICIPATION CERTIFICATES
02 RESOLUTION IN CONNECTION WITH THE ISSUANCE AND Management For For
EXCHANGE OF CERTIFICATES THAT EVIDENCE THE ABOVE-
MENTIONED ORDINARY PARTICIPATION CERTIFICATES
03 GENERAL MATTERS RELATED TO THE ABOVE ISSUES Management For For
E4 AMEND ARTICLES OF THE BY-LAWS Management For For
E5 REPORT REGARDING THE PURCHASE AND SALE OF SHARES Management For For
OF THE COMPANY AND AMENDMENT TO ARTICLE SIXTH
OF THE COMPANY'S BY-LAWS
E6 APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND Management For For
FORMALIZE THE RESOLUTIONS ADOPTED AT THIS MEETING
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV AGM Meeting Date: 04/15/2004
Issuer: N4297B146 ISIN: NL0000009082 BLOCKING
SEDOL: 5956078, 5983537
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting Non-Vote Proposal
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE
SET ON 08 APR 2004. SHARES CAN BE TRADED THEREAFTER.
THANK YOU
1. OPENING AND ANNOUNCEMENTS Management For For
</Table>
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<Table>
2. APPROVE THE REPORT BY THE BOARD OF MANAGEMENT Management For For
FOR THE FY 2003
3.A APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2003 Management For For
3.B APPROVE THE DIVIDEND POLICY Management For For
3.C APPROVE TO ADOPT A DIVIDEND OVER THE FY 2003 Management For For
4.A GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For For
MANAGEMENTS FROM LIABILITY
4.B GRANT DISCHARGE TO THE MEMBER OF THE SUPERVISORY Management For For
BOARD
5. APPROVE THE CORPORATE GOVERNANCE Management For For
6. APPROVE THE ESTABLISHMENT OF REMUNERATION POLICY Management For For
7.A APPOINT THE AUDITORS Management For For
7.B APPROVE TO PUBLISH THE ANNUAL ACCOUNTS AND THE Management For For
ANNUAL REPORT IN THE ENGLISH LANGUAGE
8.A APPROVE THE OPPORTUNITY TO MAKE RECOMMENDATIONS Management For For
FOR THE APPOINTMENT OF A MEMBER OF THE SUPERVISORY
BOARD
8.B APPROVE THE OPPORTUNITY TO OBJECT TO THE PROPOSED Management For For
APPOINTMENT
8.C APPROVE THE ANNOUNCEMENT CONCERNING VACANCIES Management For For
ARISING AT THE AGM OF SHAREHOLDERS IN 2005
8.D APPOINT A NEW MEMBER OF THE BOARD OF MANAGEMENT Management For For
9.A AUTHORIZE THE BOARD TO ACQUIRE SHARES OF THE COMPANY Management For For
9.B APPOINT BOARD OF MANAGEMENT TO ISSUE SHARES OF Management For For
THE COMPANY
9.C APPOINT THE BOARD OF MANAGEMENT TO LIMIT OR EXCLUDE Management For For
THE EMPTIVE RIGHTS
10. APPROVE TO REDUCE THE CAPITAL THROUGH WITHDRAWAL Management For For
OF SHARES OF THE COMPANY
11. ANY OTHER BUSINESS AND CLOSURE Other For
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
MMO2 PLC AGM MEETING DATE: 07/30/2003
ISSUER: G6179P109 ISIN: GB0030872716
SEDOL: 3087271
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. APPROVE THE REPORT AND THE ACCOUNTS Management For For
2. APPROVE THE REMUNERATION REPORT Management For For
3. ELECT MR. DAVID CHANCE Management For For
4. ELECT MR. DAVID ARCULUS Management For For
5. ELECT MR. RUDOLF GROGER Management For For
6. ELECT MR. DAVID MCGLADE Management For For
7. ELECT MR. KENT THEXTON Management For For
8. RE-ELECT MR. PETER ERSKINE Management For For
9. RE-ELECT MR. NEELIE KROES Management For For
10. RE-ELECT MR. PAUL MYNERS Management For For
11. RE-APPOINT THE AUDITORS Management For For
12. APPROVE THE REMUNERATION TO THE AUDITORS Management For For
13. GRANT AUTHORITY TO ALLOT SHARES Management Against Against
S.14 GRANT POWER TO ALLOT SHARES FOR CASH Management Against Against
S.15 GRANT AUTHORITY TO PURCHASE OWN SHARES Management For For
</Table>
ProxyEdge - Investment Company Report
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY AGM MEETING DATE: 04/22/2004
ISSUER: H57312466 ISIN: CH0012056047
SEDOL: 3056044, 7123870
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
QANTAS AIRWAYS LTD AGM MEETING DATE: 10/16/2003
ISSUER: Q77974105 ISIN: AU000000QAN2
SEDOL: 5909351, 6710347
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. RECEIVE AND CONSIDER THE FINANCIAL REPORT, THE Management For For
DIRECTORS REPORT AND THE INDEPENDENT AUDITORS REPORT OF
QANTAS AIRWAYS LIMITED FOR THE FYE 30 JUN 2003
2. QUESTIONS AND COMMENTS ON THE MANAGEMENT AND Management For For
AUDIT OF QANTAS
3.1 RE-ELECT MR. TREVOR EASTWOOD AS THE NON-EXECUTIVE Management For For
DIRECTOR OF QANTAS AIRWAYS LIMITED, WHO RETIRES
IN ACCORDANCE WITH THE CONSTITUTION
3.2 RE-ELECT MR. JIM KENNEDY AS THE NON-EXECUTIVE Management For For
DIRECTOR OF QANTAS AIRWAYS LIMITED, WHO RETIRES
IN ACCORDANCE WITH THE CONSTITUTION
3.3 RE-ELECT MR. PETER GREGG AS THE EXECUTIVE DIRECTOR Management For For
OF QANTAS AIRWAYS LIMITED,WHO RETIRES IN ACCORDANCE
WITH THE CONSTITUTION
4.1 AUTHORIZE MR. GEOFF DIXON, THE CHIEF EXECUTIVE Management For For
OFFICER, PURSUANT TO LISTING RULE 10.14 AND UNDER
THE TERMS AND CONDITIONS OF THE QANTAS DEFERRED
SHARE PLAN, TO PARTICIPATE IN THE QANTAS DEFERRED
SHARE PLAN
4.2 AUTHORIZE MR. PETER GREGG, THE CHIEF FINANCIAL Management For For
OFFICER, PURSUANT TO LISTING RULE 10.14 AND UNDER
THE TERMS AND CONDITIONS OF THE QANTAS DEFERRED
SHARE PLAN, TO PARTICIPATE IN THE QANTAS DEFERRED
SHARE PLAN
5. AMEND THE CONSTITUTION OF QANTAS AIRWAYS LIMITED Management For For
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
Selected Accounts: Anchor Pathway Fund International Series proxy Page 14 of 18
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC AGM MEETING DATE: 07/25/2003
ISSUER: G79314129 ISIN: GB0006900707
SEDOL: 0690070, 5748844, 5626876
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management For For
THE YE 31 MAR 2003
2. APPROVE THE REMUNERATION REPORT WHICH IS INCLUDED Management For For
IN THE ANNUAL REPORT AND THE ACCOUNTS FOR THE
YE 31 MAR 2003
3. ELECT MR. NICK ROSE AS A DIRECTOR Management For For
4. ELECT MR. DONALD BRYDON AS A DIRECTOR Management For For
5. RE-ELECT MR. CHARLES MILLER SMITH AS A DIRECTOR Management For For
6. RE-ELECT MR. DAVID NISH AS A DIRECTOR Management For For
7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For For
COMPANY'S AUDITORS UNTIL THE NEXT YEAR'S AGM
AND AUTHORIZE THE DIRECTORS TO SET THEIR REMUNERATION
8. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For For
XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 100,000; AUTHORITY EXPIRES AT
THE CONCLUSION OF THE AGM IN 2004
S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For For
95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94(2) FOR CASH, RELYING ON THE
AUTHORITY GIVEN BY THE SHAREHOLDERS ON 28 JUL 2002,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION
89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A
RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO
AN AGGREGATE NOMINAL AMOUNT OF GBP 46,403,949; AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 25 JUL 2004; AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY
S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For For
SECTION 163(3) OF UP TO 185,615,798 ORDINARY SHARES OF
50P EACH, AT A MINIMUM PRICE OF 50P AND UP TO 5% OVER
THE AVERAGE MIDDLE MARKET PRICE OF SUCH SHARES, BASED ON
THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 25
JUL 2004; 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
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD AGM MEETING DATE: 08/29/2003
ISSUER: Y79985126 ISIN: SG1A62000819
SEDOL: 6292931, 6810753, 5392263, 6292942
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For For
FYE 31 MAR 2003 AND THE DIRECTORS REPORT AND
THE AUDITORS REPORT THEREON
</Table>
ProxyEdge - Investment Company Report
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Selected Accounts: Anchor Pathway Fund International Series proxy Page 15 of 18
<Table>
2. DECLARE A 1ST AND FINAL DIVIDEND OF 36 2/3% OR Management For For
5.5 CENTS PER SHARE LESS INCOME TAX IN RESPECT
OF THE FYE 31 MAR 2003
3. RE-ELECT MR. LEE HSIEN YANG AS A DIRECTOR, WHO Management For For
RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE
97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
4. RE-ELECT MR. QUEK POH HUAT AS A DIRECTOR, WHO Management For For
RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE
97 OF THE COMPANY'S ARTICLES OF ASSOCIATION
5. RE-ELECT MR. HENG SWEE KEATI AS A DIRECTOR Management For For
6. RE-ELECT MR. SIMON ISRAELI AS A DIRECTOR Management For For
7. RE-ELECT PROFESSOR TOMMY KOHI AS A DIRECTOR Management For For
8. APPROVE THE PAYMENT OF DIRECTORS FEE BY A) THE Management For For
COMPANY OF SGD 675,375 FOR THE FYE 31 MAR 2003
AND B) THE COMPANY AND ITS CHILD ENTITIES OF
SGD 855,375 FOR THE FYE 31 MAR 2003
9. APPOINT THE AUDITORS; AND AUTHORIZE THE DIRECTORS Management For For
TO FIX THEIR REMUNERATION
* TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal
10. AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUE SHARES Management Abstain Against
IN THE CAPITAL OF THE COMPANY, PURSUANT TO THE EXERCISE
OF OPTIONS UNDER THE SINGAPORE TELECOM SHARE OPTION
SCHEME 1999, NOT EXCEEDING 10% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD EGM MEETING DATE: 08/29/2003
ISSUER: Y79985126 ISIN: SG1A62000819
SEDOL: 6292931, 6810753, 5392263, 6292942
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1. (A) APPROVE THE NEW SINGTEL PERFORMANCE SHARE Management For For
PLAN THE PLAN, UNDER WHICH AWARDS AWARDS OF FULLY
PAID-UP ORDINARY SHARES OF SGD 0.15 EACH IN THE CAPITAL
OF THE COMPANY ORDINARY SHARES , THEIR EQUIVALENT CASH
VALUE OR COMBINATIONS THEREOF WILL BE GRANTED, FREE OF
CHARGE, TO SELECTED EMPLOYEES OF THE COMPANY AND/OR ITS
SUBSIDIARIES, INCLUDING EXECUTIVE DIRECTORS OF THE
COMPANY, AND OTHER SELECTED PARTICIPANTS; AND (B)
AUTHORIZE THE DIRECTORS OF THE COMPANY TO ESTABLISH,
ADMINISTER MODIFY AND/OR ALTER THE PLAN FROM TIME TO
TIME, PROVIDED THAT SUCH MODIFICATION AND/OR ALTERATION
IS EFFECTED IN ACCORDANCE WITH THE PROVISIONS OF THE
PLAN AND TO DO ALL SUCH ACTS AND TO ENTER INTO ALL SUCH
TRANSACTIONS AND ARRANGEMENTS AS MAY BE NECESSARY OR
EXPEDIENT IN ORDER TO GIVE FULL EFFECT TO THE PLAN; (C)
AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO GRANT AWARDS
IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND
TO ALLOT AND ISSUE SUCH NUMBER OF FULLY PAID-UP ORDINARY
SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE
VESTING OF AWARDS UNDER THE PLAN, PROVIDED THAT THE
AGGREGATE NUMBER OF ORDINARY SHARES TO BE ALLOTTED AND
ISSUED PURSUANT TO THE SINGAPORE TELECOM SHARE OPTION
SCHEME 1999 AND THE PLAN SHALL NOT EXCEED 10% OF THE
TOTAL ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY
2. APPROVE, PURSUANT TO EXCEPTION 9 IN LISTING RULE Management For For
7.2 OF THE LISTING RULES OF AUSTRALIAN STOCK
EXCHANGE LIMITED, THE ISSUE OF ORDINARY SHARES
UNDER THE SINGTEL PERFORMANCE SHARE PLAN, AS
AN EXCEPTION TO ASX LISTING RULE 7.1
</Table>
ProxyEdge - Investment Company Report
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<Table>
3. APPROVE, FOR THE PURPOSES OF LISTING RULE 10.14 Management For For
OF THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE
LIMITED, THE PARTICIPATION BY THE RELEVANT PERSON
IN THE SINGTEL PERFORMANCE SHARE PLAN
4. AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For For
SECTIONS 76C AND 76E OF THE COMPANIES ACT, TO
PURCHASE OR OTHERWISE ACQUIRE ORDINARY SHARES IN THE
ISSUED SHARE CAPITAL OF THE COMPANY, NOT EXCEEDING IN
AGGREGATE 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF
THE COMPANY AND 10% OF THE ISSUED NON-REDEEMABLE
PREFERENCE SHARE CAPITAL OF THE COMPANY RESPECTIVELY, BY
WAY OF MARKET PURCHASES ON THE SINGAPORE EXCHANGE
SECURITIES TRADING LIMITED SGX-ST , AND/OR, OFF-MARKET
PURCHASES EFFECTED OTHERWISE THAN ON THE SGX-ST IN
ACCORDANCE WITH ANY EQUAL ACCESS SCHEME(S), AT A PRICE
OF UP TO 105% OF THE AVERAGE CLOSING MARKET PRICES OVER
THE PREVIOUS 5 MARKET DAYS IN CASE OF MARKET PURCHASE
AND 110% IN THE CASE OF OFF-MARKET PURCHASE, AND THINGS
INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS
THEY AND/OR HE MAY CONSIDER EXPEDIENT OR NECESSARY TO
GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR
AUTHORIZED BY THIS RESOLUTION; AUTHORITY EXPIRES THE
EARLIER OF THE DATE ON WHICH THE NEXT AGM OF THE COMPANY
IS TO BE HELD OR IS REQUIRED BY LAW TO BE HELD
S.5 AMEND ARTICLES 9(B), 11(B), 19, 116, 138, 140, Management For For
150, 154 AND 155 AND THE HEADING ALTERATION OF ARTICLES
BEFORE ARTICLE 154 OF THE ARTICLES, AND RENUMBER ARTICLES 51,
152 AND 153 OF THE ARTICLES OF ASSOCIATION OF
THE COMPANY
6. AUTHORIZE THE DIRECTORS OF THE COMPANY, NOTWITHSTANDING Management Against Against
THE PROVISIONS OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY, AND PURSUANT TO SECTION 161 OF THE
COMPANIES ACT, CHAPTER 50, AND THE LISTING RULES OF THE
SINGAPORE EXCHANGE SECURITIES TRADING LIMITED, TO ISSUE
SHARES IN THE CAPITAL OF THE COMPANY BY WAY OF RIGHTS,
BONUS OR OTHERWISE, UP TO 50% OF THE ISSUED SHARE
CAPITAL OF THE COMPANY MAKE OR GRANT OFFERS, AGREEMENTS
OR OPTIONS INSTRUMENTS THAT MIGHT OR WOULD REQUIRE
SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE
CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO
WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE
INTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND
CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS
THEY MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT; AND, OF
WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER
THAN ON A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY
DOES NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE
COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE DATE ON
WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD OR IS
REQUIRED BY LAW TO BE HELD
</Table>
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2003 to 06/30/2004 Report Date: 08/23/2004
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<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LIMITED NWS ANNUAL MEETING DATE: 10/15/2003
ISSUER: 652487 ISIN:
SEDOL:
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
1A APPROVAL OF THE RE-ELECTION OF MR. LACHLAN MURDOCH, Management For For
AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING
ENCLOSED HEREWITH.
1B APPROVAL OF THE RE-ELECTION OF MR. THOMAS PERKINS, Management For For
AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING
ENCLOSED HEREWITH.
1C APPROVAL OF THE RE-ELECTION OF MR. STANLEY SHUMAN, Management For For
AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING
ENCLOSED HEREWITH.
1D APPROVAL OF THE RE-ELECTION OF MR. ARTHUR SISKIND, Management For For
AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING
ENCLOSED HEREWITH.
02 APPROVAL OF AN ORDINARY RESOLUTION TO GRANT OPTIONS Management For For
TO CERTAIN EXECUTIVE DIRECTORS, AS SET FORTH
IN THE COMPANY'S NOTICE OF MEETING ENCLOSED HEREWITH.
03 APPROVAL OF AN ORDINARY RESOLUTION THAT THE COMPANY Management For For
APPROVES PAYMENT OF AN AGGREGATE OF UP TO A $1.85
MILLION (APPROXIMATELY US$1.2 MILLION) PER ANNUM TO THE
DIRECTORS, OTHER THAN ANY IN FULL-TIME EMPLOYMENT OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, FOR THEIR SERVICES
AS DIRECTORS, AS SET FORTH IN THE COMPANY'S NOTICE OF
MEETING ENCLOSED HEREWITH.
</Table>
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC AGM MEETING DATE: 07/30/2003
ISSUER: G93882101 ISIN: GB0007192106
SEDOL: 5476190, 2615101, 0719210
- -----------------------------------------------------------------------------------------------------------------
VOTE GROUP: CRMC INVESTMENT COMMITTEE
Proposal Proposal Vote For or Against
Number Proposal Type Cast Mgmt.
- -----------------------------------------------------------------------------------------------------------------
* PLEASE CLICK ON THE ABOVE LINK TO ACCESS VODAFONE Non-Voting Non-Vote Proposal
GROUPS 2003 NOTICE OF ANNUAL GENERAL MEETING
AND ANNUAL REVIEW & SUMMARY FINANCIAL STATEMENT
1. RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For
STATEMENTS FOR THE YE 31 MAR 2003
2. APPROVE THE REMUNERATION REPORT OF THE BOARD Management For For
FOR THE YE 31 MAR 2003
3. RE-APPOINT LORD MACLAURIN OF KNEBWORTH DL, A Management For For
DIRECTOR RETIRING IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION, AS A DIRECTOR OF THE
COMPANY
4. RE-APPOINT MR. KENNETH HYDON, A DIRECTOR RETIRING Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
5. RE-APPOINT MR. THOMAS GEITNER, A DIRECTOR RETIRING Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
6. RE-APPOINT PROFESSOR SIR ALEC BROERS, A DIRECTOR Management For For
RETIRING IN ACCORDANCE WITH THE COMPANY'S ARTICLES
OF ASSOCIATION, AS A DIRECTOR OF THE COMPANY
7. RE-APPOINT MR. JURGEN SCHREMPP, A DIRECTOR RETIRING Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
8. RE-APPOINT DR. JOHN BUCHANAN, A DIRECTOR RETIRING Management For For
IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, AS A DIRECTOR OF THE COMPANY
9. APPROVE THAT THE FINAL DIVIDEND RECOMMENDED BY Management For For
THE DIRECTORS OF 0.8983P PER ORDINARY SHARE
FOR THE YE 31 MAR 2003 BE DECLARED PAYABLE ON THE
ORDINARY SHARES OF THE COMPANY TO ALL MEMBERS WHOSE
NAMES APPEAR ON THE REGISTER OF MEMBERS ON 6 JUN 2003
AND THAT SUCH DIVIDEND BE PAID ON 8 AUG 2003
</Table>
ProxyEdge - Investment Company Report
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<Table>
10. RE-APPOINT DELOITTE & TOUCHE AS AUDITORS TO THE Management For For
COMPANY UNTIL THE NEXT AGM
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For For
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For For
OR BECOMES A SUBSIDIARY OF THE COMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES AND FOR THE
PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS OR INCUR EU
POLITICAL EXPENDITURE DURING THE PERIOD ENDING ON THE DATE
OF THE COMPANY'S AGM IN 2004 PROVIDED THAT ANY SUCH
DONATIONS AND EXPENDITURE MADE BY THE COMPANY TOGETHER
WITH THOSE MADE BY ANY SUBSIDIARY COMPANY WHILE IT IS A
SUBSIDIARY OF THE COMPANY SHALL NOT EXCEED IN AGGREGATE
GBP 100,000 DURING THAT PERIOD
13. RENEW THE AUTHORITY CONFERRED ON THE DIRECTORS Management Against Against
BY ARTICLE 16.2 OF THE COMPANY'S ARTICLES OF
ASSOCIATION AND FOR THIS PURPOSE: 13.1) THE SECTION
80 AMOUNT BE USD 900,000,000; AND 13.2) THE PRESCRIBED
PERIOD BE THE PERIOD ENDING ON THE DATE OF THE
AGM IN 2004 OR ON 30 OCT 2004, WHICHEVER IS THE
EARLIER
S.14 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management Against Against
13, THE POWER CONFERRED ON THE DIRECTORS BY ARTICLE
16.3 OF THE COMPANY'S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PRESCRIBED PERIOD SPECIFIED
IN RESOLUTION 13.2 AND FOR SUCH PERIOD THE SECTION
89 AMOUNT BE USD 340,000,000
S.15 AUTHORIZE THE COMPANY, GENERALLY AND UNCONDITIONALLY, Management For For
FOR THE PURPOSES OF SECTION 166 OF THE COMPANIES
ACT 1985, TO MAKE MARKET PURCHASES (AS DEFINED IN SECTION
163 OF THAT ACT) OF ORDINARY SHARES OF USD 0.10
EACH IN THE CAPITAL OF THE COMPANY PROVIDED THAT: 15.1)
THE MAXIMUM AGGREGATE NUMBER OF ORDINARY SHARES WHICH
MAY BE PURCHASED IS 6,800,000,000; 15.2) THE MINIMUM
PRICE WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS USD
0.10; 15.3) THE MAXIMUM PRICE (EXCLUDING EXPENSES) WHICH
MAY BE PAID FOR ANY ORDINARY SHARE IS AN AMOUNT EQUAL TO
105% OF THE AVERAGE OF THE MIDDLE MARKET CLOSING PRICE
OF THE COMPANY'S ORDINARY SHARES AS DERIVED FROM THE
OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE 5
BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH
SUCH SHARE IS CONTRACTED TO BE PURCHASED; AND 15.4) THIS
AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE AGM OF
THE COMPANY HELD IN 2004 OR ON 30 OCT 2004, WHICHEVER IS
THE EARLIER, UNLESS SUCH AUTHORITY IS RENEWED PRIOR TO
THAT TIME (EXCEPT IN RELATION TO THE PURCHASE OF
ORDINARY SHARES THE CONTRACT FOR WHICH WAS CONCLUDED
BEFORE THE EXPIRY OF SUCH AUTHORITY AND WHICH MIGHT BE
EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY)
</Table>
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) ANCHOR PATHWAY FUND
------------------------------------------------------------------
By (Signature and Title)* ROBERT M. ZAKEM
------------------------------------------------------
Date 8/25/04
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