UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21780 - -------------------------------------------------------------------------------- MFS SERIES TRUST XII - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Susan S. Newton Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 - -------------------------------------------------------------------------------- (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 - -------------------------------------------------------------------------------- Date of fiscal year end: April 30* - -------------------------------------------------------------------------------- Date of reporting period: July 1, 2007 - June 30, 2008 - -------------------------------------------------------------------------------- *MFS Sector Rotational Fund, a series of the Registrant, has a fiscal year end of October 31. The fiscal year end of the remaining series of the Registrant is April 30. ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21780 Reporting Period: 07/01/2007 - 06/30/2008 MFS Series Trust XII ============================ MFS LIFETIME 2010 FUND ============================ NO VOTING RECORDS FOR THIS REPORTING PERIOD ============================ MFS LIFETIME 2020 FUND ============================ NO VOTING RECORDS FOR THIS REPORTING PERIOD ============================ MFS LIFETIME 2030 FUND ============================ NO VOTING RECORDS FOR THIS REPORTING PERIOD ============================ MFS LIFETIME 2040 FUND ============================ NO VOTING RECORDS FOR THIS REPORTING PERIOD ===================== MFS LIFETIME RETIREMENT INCOME FUND ====================== NO VOTING RECORDS FOR THIS REPORTING PERIOD ========================== MFS SECTOR ROTATIONAL FUND ========================== AK STEEL HOLDING CORP. Ticker: AKS Security ID: 001547108 Meeting Date: MAY 29, 2008 Meeting Type: Annual Record Date: APR 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard A. Abdoo For For Management 1.2 Elect Director John S. Brinzo For For Management 1.3 Elect Director Dennis C. Cuneo For For Management 1.4 Elect Director William K. Gerber For For Management 1.5 Elect Director Bonnie G. Hill For For Management 1.6 Elect Director Robert H. Jenkins For For Management 1.7 Elect Director Daniel J. Meyer For For Management 1.8 Elect Director Ralph S. Michael, III For For Management 1.9 Elect Director Shirley D. Peterson For For Management 1.10 Elect Director James A. Thomson For For Management 1.11 Elect Director James L. Wainscott For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- APACHE CORP. Ticker: APA Security ID: 037411105 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director G. Steven Farris For For Management 2 Elect Director Randolph M. Ferlic For For Management 3 Elect Director A. D. Frazier, Jr. For For Management 4 Elect Director John A. Kocur For For Management 5 Reimburse Proxy Contest Expenses Against Against Shareholder - -------------------------------------------------------------------------------- ASSURANT INC Ticker: AIZ Security ID: 04621X108 Meeting Date: MAY 15, 2008 Meeting Type: Annual Record Date: MAR 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Michael Palms For For Management 1.2 Elect Director Robert J. Blendon For For Management 1.3 Elect Director Beth L. Bronner For For Management 1.4 Elect Director David B. Kelso For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- AT&T INC Ticker: T Security ID: 00206R102 Meeting Date: APR 25, 2008 Meeting Type: Annual Record Date: FEB 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director William F. Aldinger III For For Management 3 Elect Director Gilbert F. Amelio For For Management 4 Elect Director Reuben V. Anderson For For Management 5 Elect Director James H. Blanchard For For Management 6 Elect Director August A. Busch III For For Management 7 Elect Director James P. Kelly For For Management 8 Elect Director Jon C. Madonna For For Management 9 Elect Director Lynn M. Martin For For Management 10 Elect Director John B. McCoy For For Management 11 Elect Director Mary S. Metz For For Management 12 Elect Director Joyce M. Roche For For Management 13 Elect Director Laura D' Andrea Tyson For For Management 14 Elect Director Patricia P. Upton For For Management 15 Ratify Auditors For For Management 16 Report on Political Contributions Against Against Shareholder 17 Exclude Pension Credits from Earnings Against Against Shareholder Performance Measure 18 Require Independent Lead Director Against Against Shareholder 19 Establish SERP Policy Against Against Shareholder 20 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- AVNET, INC. Ticker: AVT Security ID: 053807103 Meeting Date: NOV 8, 2007 Meeting Type: Annual Record Date: SEP 10, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eleanor Baum For For Management 1.2 Elect Director J. Veronica Biggins For For Management 1.3 Elect Director Lawrence W. Clarkson For For Management 1.4 Elect Director Ehud Houminer For For Management 1.5 Elect Director James A. Lawrence For For Management 1.6 Elect Director Frank R. Noonan For For Management 1.7 Elect Director Ray M. Robinson For For Management 1.8 Elect Director Gary L. Tooker For For Management 1.9 Elect Director Roy Vallee For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Ticker: BAX Security ID: 071813109 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Wayne T. Hockmeyer For For Management 2 Elect Director Joseph B. Martin For For Management 3 Elect Director Robert L. Parkinson For For Management 4 Elect Director Thomas T. Stallkamp For For Management 5 Elect Director Albert P.L. Stroucken For For Management 6 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CANADIAN PACIFIC RAILWAY LIMITED Ticker: CP Security ID: 13645T100 Meeting Date: MAY 9, 2008 Meeting Type: Annual/Special Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Cleghorn For For Management 1.2 Elect Director Tim W. Faithfull For For Management 1.3 Elect Director Frederic J. Green For For Management 1.4 Elect Director Krystyna T. Hoeg For For Management 1.5 Elect Director John P. Manley For For Management 1.6 Elect Director Linda J. Morgan For For Management 1.7 Elect Director Madeleine Paquin For For Management 1.8 Elect Director Michael E. J. Phelps For For Management 1.9 Elect Director Roger Phillips For For Management 1.10 Elect Director Hartley T. Richardson For For Management 1.11 Elect Director Michael W. Wright For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Shareholder Rights Plan For For Management 4 Amend Stock Option Plan For For Management - -------------------------------------------------------------------------------- CHUBB CORP., THE Ticker: CB Security ID: 171232101 Meeting Date: APR 29, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Zoe Baird For For Management 2 Elect Director Sheila P. Burke For For Management 3 Elect Director James I. Cash, Jr. For For Management 4 Elect Director Joel J. Cohen For For Management 5 Elect Director John D. Finnegan For For Management 6 Elect Director Klaus J. Mangold For For Management 7 Elect Director Martin G. McGuinn For For Management 8 Elect Director Lawrence M. Small For For Management 9 Elect Director Jess Soderberg For For Management 10 Elect Director Daniel E. Somers For For Management 11 Elect Director Karen Hastie Williams For For Management 12 Elect Director Alfred W. Zollar For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CIGNA CORP. Ticker: CI Security ID: 125509109 Meeting Date: APR 23, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Peter N. Larson For For Management 2 Elect Director Roman Martinez IV For For Management 3 Elect Director Carol Cox Wait For For Management 4 Elect Director William D. Zollars For For Management 5 Ratify Auditors For For Management 6 Eliminate Class of Preferred Stock For For Management 7 Reduce Supermajority Vote Requirement For For Management 8 Reduce Supermajority Vote Requirement For For Management - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2007 Meeting Type: Annual Record Date: SEP 17, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol A. Bartz For For Management 2 Elect Director M. Michele Burns For For Management 3 Elect Director Michael D. Capellas For For Management 4 Elect Director Larry R. Carter For For Management 5 Elect Director John T. Chambers For For Management 6 Elect Director Brian L. Halla For For Management 7 Elect Director Dr. John L. Hennessy For For Management 8 Elect Director Richard M. Kovacevich For For Management 9 Elect Director Roderick C. McGeary For For Management 10 Elect Director Michael K. Powell For For Management 11 Elect Director Steven M. West For For Management 12 Elect Director Jerry Yang For For Management 13 Amend Omnibus Stock Plan For Against Management 14 Approve Executive Incentive Bonus Plan For For Management 15 Ratify Auditors For For Management 16 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 17 Pay For Superior Performance Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 19 Report on Internet Fragmentation Against Against Shareholder - -------------------------------------------------------------------------------- COACH, INC. Ticker: COH Security ID: 189754104 Meeting Date: NOV 8, 2007 Meeting Type: Annual Record Date: SEP 14, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lew Frankfort For For Management 1.2 Elect Director Susan Kropf For For Management 1.3 Elect Director Gary Loveman For For Management 1.4 Elect Director Ivan Menezes For For Management 1.5 Elect Director Irene Miller For For Management 1.6 Elect Director Keith Monda For For Management 1.7 Elect Director Michael Murphy For For Management 1.8 Elect Director Jide Zeitlin For For Management - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 16, 2008 Meeting Type: Annual Record Date: FEB 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Herbert A. Allen For For Management 2 Elect Director Ronald W. Allen For For Management 3 Elect Director Cathleen P. Black For For Management 4 Elect Director Barry Diller For For Management 5 Elect Director Alexis M. Herman For For Management 6 Elect Director E. Neville Isdell For For Management 7 Elect Director Muhtar Kent For For Management 8 Elect Director Donald R. Keough For For Management 9 Elect Director Donald F. McHenry For For Management 10 Elect Director Sam Nunn For For Management 11 Elect Director James D. Robinson III For For Management 12 Elect Director Peter V. Ueberroth For For Management 13 Elect Director Jacob Wallenberg For For Management 14 Elect Director James B. Williams For For Management 15 Ratify Auditors For For Management 16 Approve Stock Option Plan For Against Management 17 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 18 Require Independent Board Chairman Against Against Shareholder 19 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights - -------------------------------------------------------------------------------- CRANE CO. Ticker: CR Security ID: 224399105 Meeting Date: APR 21, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Thayer Bigelow For For Management 1.2 Elect Director Philip R. Lochner, Jr. For For Management 1.3 Elect Director Ronald F. McKenna For For Management 1.4 Elect Director Charles J. Queenan, Jr. For For Management 2 Ratify Auditors For For Management 3 Adopt MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- CVS CAREMARK CORP Ticker: CVS Security ID: 126650100 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Edwin M. Banks For For Management 2 Elect Director C. David Brown II For For Management 3 Elect Director David W. Dorman For For Management 4 Elect Director Kristen E. Gibney Williams For For Management 5 Elect Director Marian L. Heard For For Management 6 Elect Director William H. Joyce For For Management 7 Elect Director Jean-Pierre Million For For Management 8 Elect Director Terrence Murray For For Management 9 Elect Director C.A. Lance Piccolo For For Management 10 Elect Director Sheli Z. Rosenberg For For Management 11 Elect Director Thomas M. Ryan For For Management 12 Elect Director Richard J. Swift For For Management 13 Ratify Auditors For For Management 14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 15 Adopt Anti Gross-up Policy Against Against Shareholder 16 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: NOV 14, 2007 Meeting Type: Special Record Date: SEP 24, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Increase in Common Stock and a For For Management Stock Split - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 27, 2008 Meeting Type: Annual Record Date: DEC 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director T. Kevin Dunnigan For For Management 2 Elect Director Charles O. Holliday, Jr. For For Management 3 Elect Director Dipak C. Jain For For Management 4 Elect Director Joachim Milberg For For Management 5 Elect Director Richard B. Myers For For Management 6 Amend Executive Incentive Bonus Plan For For Management 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EMERSON ELECTRIC CO. Ticker: EMR Security ID: 291011104 Meeting Date: FEB 5, 2008 Meeting Type: Annual Record Date: NOV 27, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D.N. Farr For For Management 1.2 Elect Director R.B. Horton For For Management 1.3 Elect Director C.A. Peters For For Management 1.4 Elect Director J.W. Prueher For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ENERGEN CORP. Ticker: EGN Security ID: 29265N108 Meeting Date: APR 23, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth W. Dewey For For Management 1.2 Elect Director James S.M. French For For Management 1.3 Elect Director James T. Mcmanus, II For For Management 1.4 Elect Director David W. Wilson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 28, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For For Management 1.2 Elect Director Larry R. Faulkner For For Management 1.3 Elect Director William W. George For For Management 1.4 Elect Director James R. Houghton For For Management 1.5 Elect Director Reatha Clark King For For Management 1.6 Elect Director Marilyn Carlson Nelson For For Management 1.7 Elect Director Samuel J. Palmisano For For Management 1.8 Elect Director Steven S Reinemund For For Management 1.9 Elect Director Walter V. Shipley For For Management 1.10 Elect Director Rex W. Tillerson For For Management 1.11 Elect Director Edward E. Whitacre, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Bylaws to Prohibit Precatory Against Against Shareholder Proposals 4 Require Director Nominee Qualifications Against Against Shareholder 5 Require Independent Board Chairman Against Against Shareholder 6 Approve Distribution Policy Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 8 Compare CEO Compensation to Company's Against Against Shareholder Lowest Paid U.S. Workers 9 Claw-back of Payments under Restatements Against Against Shareholder 10 Review Anti-discrimination Policy on Against Against Shareholder Corporate Sponsorships and Executive Perks 11 Report on Political Contributions Against Against Shareholder 12 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 13 Report on Community Environmental Impacts Against Against Shareholder of Operations 14 Report on Potential Environmental Damage Against Against Shareholder from Drilling in the Arctic National Wildlife Refuge 15 Adopt Greenhouse Gas Emissions Goals for Against Against Shareholder Products and Operations 16 Report on Carbon Dioxide Emissions Against Against Shareholder Information at Gas Stations 17 Report on Climate Change Impacts on Against Against Shareholder Emerging Countries 18 Report on Energy Technologies Development Against Against Shareholder 19 Adopt Policy to Increase Renewable Energy Against Against Shareholder - -------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Ticker: FTI Security ID: 30249U101 Meeting Date: MAY 9, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Maury Devine For For Management 1.2 Elect Director Thomas M. Hamilton For For Management 1.3 Elect Director Richard A. Pattarozzi For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- FPL GROUP, INC. Ticker: FPL Security ID: 302571104 Meeting Date: MAY 23, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sherry S. Barrat For For Management 1.2 Elect Director Robert M. Beall, II For For Management 1.3 Elect Director J. Hyatt Brown For For Management 1.4 Elect Director James L. Camaren For For Management 1.5 Elect Director J. Brian Ferguson For For Management 1.6 Elect Director Lewis Hay, III For For Management 1.7 Elect Director Toni Jennings For For Management 1.8 Elect Director Oliver D. Kingsley, Jr. For For Management 1.9 Elect Director Rudy E. Schupp For For Management 1.10 Elect Director Michael H. Thaman For For Management 1.11 Elect Director Hansel E. Tookes, II For For Management 1.12 Elect Director Paul R. Tregurtha For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Report on Global Warming Against Against Shareholder - -------------------------------------------------------------------------------- GAMESTOP CORP. Ticker: GME Security ID: 36467W109 Meeting Date: JUN 24, 2008 Meeting Type: Annual Record Date: MAY 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leonard Riggio For For Management 1.2 Elect Director Stanley (Mickey) Steinberg For For Management 1.3 Elect Director Gerald R. Szczepanski For For Management 1.4 Elect Director Lawrence S. Zilavy For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GAP, INC., THE Ticker: GPS Security ID: 364760108 Meeting Date: JUN 2, 2008 Meeting Type: Annual Record Date: APR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Howard P. Behar For For Management 1.2 Elect Director Adrian D.P. Bellamy For For Management 1.3 Elect Director Domenico De Sole For For Management 1.4 Elect Director Donald G. Fisher For For Management 1.5 Elect Director Doris F. Fisher For For Management 1.6 Elect Director Robert J. Fisher For For Management 1.7 Elect Director Penelope L. Hughes For For Management 1.8 Elect Director Bob L. Martin For For Management 1.9 Elect Director Jorge P. Montoya For For Management 1.10 Elect Director Glenn K. Murphy For For Management 1.11 Elect Director James M. Schneider For For Management 1.12 Elect Director Mayo A. Shattuck, III For For Management 1.13 Elect Director Kneeland C. Youngblood For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- GENERAL DYNAMICS CORP. Ticker: GD Security ID: 369550108 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Nicholas D. Chabraja For For Management 2 Elect Director James S. Crown For For Management 3 Elect Director William P. Fricks For For Management 4 Elect Director Charles H. Goodman For For Management 5 Elect Director Jay L. Johnson For For Management 6 Elect Director George A. Joulwan For For Management 7 Elect Director Paul G. Kaminski For For Management 8 Elect Director John M. Keane For For Management 9 Elect Director Deborah J. Lucas For For Management 10 Elect Director Lester L. Lyles For For Management 11 Elect Director Carl E. Mundy, Jr. For For Management 12 Elect Director J. Christopher Reyes For For Management 13 Elect Director Robert Walmsley For For Management 14 Ratify Auditors For For Management 15 Adopt Ethical Criteria for Military Against Against Shareholder Contracts 16 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings - -------------------------------------------------------------------------------- GENUINE PARTS CO. Ticker: GPC Security ID: 372460105 Meeting Date: APR 21, 2008 Meeting Type: Annual Record Date: FEB 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary B. Bullock For For Management 1.2 Elect Director Richard W. Courts, II For For Management 1.3 Elect Director Jean Douville For For Management 1.4 Elect Director Thomas C. Gallagher For For Management 1.5 Elect Director George C. 'Jack' Guynn For For Management 1.6 Elect Director John D. Johns For For Management 1.7 Elect Director Michael M.E. Johns For For Management 1.8 Elect Director J. Hicks Lanier For For Management 1.9 Elect Director Wendy B. Needham For For Management 1.10 Elect Director Jerry W. Nix For For Management 1.11 Elect Director Larry L. Prince For For Management 1.12 Elect Director Gary W. Rollins For For Management 1.13 Elect Director Lawrence G. Steiner For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GLOBALSANTAFE CORPORATION (FORMERLY SANTA FE INTERNATIONAL CORP) Ticker: GSF Security ID: G3930E101 Meeting Date: NOV 9, 2007 Meeting Type: Court Record Date: OCT 1, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE SCHEME OF ARRANGEMENT, For For Management ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS ANNEX H. TO BE VOTED ON AT THE FIRST PART OF THE SHAREHOLDERS MEETING, WHICH PART IS CONVENED PURSUANT TO THE ORDER OF THE GRAND COURT OF THE CAYMAN ISLANDS. 2 APPROVAL OF THE SCHEME OF ARRANGEMENT, For For Management ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS ANNEX H. TO BE VOTED ON AT THE SECOND PART OF THE SHAREHOLDERS MEETING, WHICH PART IS CONVENED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION. - -------------------------------------------------------------------------------- HASBRO, INC. Ticker: HAS Security ID: 418056107 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: MAR 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Basil L. Anderson For For Management 1.2 Elect Director Alan R. Batkin For For Management 1.3 Elect Director Frank J. Biondi, Jr. For For Management 1.4 Elect Director Kenneth A. Bronfin For For Management 1.5 Elect Director John M. Connors, Jr. For For Management 1.6 Elect Director Michael W.O. Garrett For For Management 1.7 Elect Director E. Gordon Gee For For Management 1.8 Elect Director Brian Goldner For For Management 1.9 Elect Director Jack M. Greenberg For For Management 1.10 Elect Director Alan G. Hassenfeld For For Management 1.11 Elect Director Edward M. Philip For For Management 1.12 Elect Director Paula Stern For For Management 1.13 Elect Director Alfred J. Verrecchia For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edith E. Holiday For For Management 1.2 Elect Director John H. Mullin For For Management 1.3 Elect Director John J. O'Connor For For Management 1.4 Elect Director F. Borden Walker For For Management 1.5 Elect Director Robert N. Wilson For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- HEWLETT-PACKARD CO. Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 19, 2008 Meeting Type: Annual Record Date: JAN 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lawrence T. Babbio, Jr. For For Management 2 Elect Director Sari M. Baldauf For For Management 3 Elect Director Richard A. Hackborn For For Management 4 Elect Director John H. Hammergren For For Management 5 Elect Director Mark V. Hurd For For Management 6 Elect Director Joel Z. Hyatt For For Management 7 Elect Director John R. Joyce For For Management 8 Elect Director Robert L. Ryan For For Management 9 Elect Director Lucille S. Salhany For For Management 10 Elect Director G. Kennedy Thompson For For Management 11 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 29, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Black For For Management 1.2 Elect Director W.R. Brody For For Management 1.3 Elect Director K.I. Chenault For For Management 1.4 Elect Director M.L. Eskew For For Management 1.5 Elect Director S.A. Jackson For For Management 1.6 Elect Director L.A. Noto For For Management 1.7 Elect Director J.W. Owens For For Management 1.8 Elect Director S.J. Palmisano For For Management 1.9 Elect Director J.E. Spero For For Management 1.10 Elect Director S. Taurel For For Management 1.11 Elect Director L.H. Zambrano For For Management 2 Ratify Auditors For For Management 3 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Review Executive Compensation Against Against Shareholder 5 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 6 Amend Bylaw -- Call Special Meetings Against For Shareholder 7 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- MCDONALD'S CORP. Ticker: MCD Security ID: 580135101 Meeting Date: MAY 22, 2008 Meeting Type: Annual Record Date: MAR 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ralph Alvarez For For Management 2 Elect Director Susan E. Arnold For For Management 3 Elect Director Richard H. Lenny For For Management 4 Elect Director Cary D. McMillan For For Management 5 Elect Director Sheila A. Penrose For For Management 6 Elect Director James A. Skinner For For Management 7 Ratify Auditors For For Management - -------------------------------------------------------------------------------- METHANEX CORP. Ticker: MX Security ID: 59151K108 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Aitken For For Management 1.2 Elect Director Howard Balloch For For Management 1.3 Elect Director Pierre Choquette For For Management 1.4 Elect Director Phillip Cook For For Management 1.5 Elect Director Thomas Hamilton For For Management 1.6 Elect Director Douglas Mahaffy For For Management 1.7 Elect Director A. Terence Poole For For Management 1.8 Elect Director John Reid For For Management 1.9 Elect Director Janice Rennie For For Management 1.10 Elect Director Monica Sloan For For Management 1.11 Elect Director Graham Sweeney For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Authorize Board to Fix Remuneration of For For Management Auditors - -------------------------------------------------------------------------------- METLIFE, INC Ticker: MET Security ID: 59156R108 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: FEB 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sylvia Mathews Burwell For For Management 1.2 Elect Director Eduardo Castro-Wright For For Management 1.3 Elect Director Cheryl W. Gris For For Management 1.4 Elect Director William C. Steere, Jr. For For Management 1.5 Elect Director Lulu C. Wang For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MURPHY OIL CORP. Ticker: MUR Security ID: 626717102 Meeting Date: MAY 14, 2008 Meeting Type: Annual Record Date: MAR 17, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank W. Blue For For Management 1.2 Elect Director Claiborne P. Deming For For Management 1.3 Elect Director Robert A. Hermes For For Management 1.4 Elect Director James V. Kelley For For Management 1.5 Elect Director R. Madison Murphy For For Management 1.6 Elect Director William C. Nolan, Jr. For For Management 1.7 Elect Director Ivar B. Ramberg For For Management 1.8 Elect Director Neal E. Schmale For For Management 1.9 Elect Director David J. H. Smith For For Management 1.10 Elect Directors Caroline G. Theus For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan 3 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination based on Sexual Orientation and Gender Identity 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NOBLE ENERGY, INC. Ticker: NBL Security ID: 655044105 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: MAR 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey L. Berenson For For Management 1.2 Elect Director Michael A. Cawley For For Management 1.3 Elect Director Edward F. Cox For For Management 1.4 Elect Director Charles D. Davidson For For Management 1.5 Elect Director Thomas J. Edelman For For Management 1.6 Elect Director Kirby L. Hedrick For For Management 1.7 Elect Director Scott D. Urban For For Management 1.8 Elect Director William T. Van Kleef For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NOKIA CORP. Ticker: NOK Security ID: 654902204 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE ANNUAL ACCOUNTS For For Management 2 APPROVAL OF THE DISTRIBUTION OF THE For For Management PROFIT FOR THE YEAR, PAYMENT OF DIVIDEND 3 APPROVAL OF THE DISCHARGE OF THE For For Management CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS, AND THE PRESIDENT, FROM LIABILITY 4 APPROVAL OF THE REMUNERATION TO THE For For Management MEMBERS OF THE BOARD OF DIRECTORS 5 APPROVAL OF THE NUMBER OF THE MEMBERS OF For For Management THE BOARD OF DIRECTORS 6.1 Elect Director Georg Ehrnrooth For For Management 6.2 Elect Director Lalita D. Gupte For For Management 6.3 Elect Director Bengt Holmstrom For For Management 6.4 Elect Director Henning Kagermann For For Management 6.5 Elect Director Olli-Pekka Kallasvuo For For Management 6.6 Elect Director Per Karlsson For For Management 6.7 Elect Director Jorma Ollila For For Management 6.8 Elect Director Marjorie Scardino For For Management 6.9 Elect Director Risto Siilasmaa For For Management 6.10 Elect Director Keijo Suila For For Management 7 APPROVAL OF THE AUDITOR REMUNERATION For For Management 8 APPROVAL OF THE RE-ELECTION OF For For Management PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL YEAR 2008 9 APPROVAL OF THE AUTHORIZATION TO THE For For Management BOARD OF DIRECTORS TO RESOLVE TO REPURCHASE NOKIA SHARES 10 MARK THE FOR BOX IF YOU WISH TO None For Management INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE IN THEIR DISCRETION ON YOUR BEHALF ONLY UPON ITEM 10 - -------------------------------------------------------------------------------- NOVA CHEMICALS CORPORATION Ticker: NCX Security ID: 66977W109 Meeting Date: APR 10, 2008 Meeting Type: Annual Record Date: FEB 25, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blumberg For For Management 1.2 Elect Director F.P. Boer For For Management 1.3 Elect Director J. Bougie For For Management 1.4 Elect Director J.V. Creighton For For Management 1.5 Elect Director R.E. Dineen, Jr. For For Management 1.6 Elect Director L.Y. Fortier For For Management 1.7 Elect Director K.L. Hawkins For For Management 1.8 Elect Director J.M. Lipton For For Management 1.9 Elect Director A.M. Ludwick For For Management 1.10 Elect Director C.D. Pappas For For Management 1.11 Elect Director J.M. Stanford For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management - -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 27, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Wren For For Management 1.2 Elect Director Bruce Crawford For For Management 1.3 Elect Director Robert Charles Clark For For Management 1.4 Elect Director Leonard S. Coleman, Jr. For For Management 1.5 Elect Director Errol M. Cook For For Management 1.6 Elect Director Susan S. Denison For For Management 1.7 Elect Director Michael A. Henning For For Management 1.8 Elect Director John R. Murphy For For Management 1.9 Elect Director John R. Purcell For For Management 1.10 Elect Director Linda Johnson Rice For For Management 1.11 Elect Director Gary L. Roubos For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PARKER-HANNIFIN CORP. Ticker: PH Security ID: 701094104 Meeting Date: OCT 24, 2007 Meeting Type: Annual Record Date: AUG 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Linda S. Harty For Withhold Management 1.2 Elect Director Candy M. Obourn For Withhold Management 1.3 Elect Director Donald E. Washkewicz For Withhold Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 7, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director I.M. Cook For For Management 2 Elect Director D. Dublon For For Management 3 Elect Director V.J. Dzau For For Management 4 Elect Director R.L. Hunt For For Management 5 Elect Director A. Ibarguen For For Management 6 Elect Director A.C. Martinez For For Management 7 Elect Director I.K. Nooyi For For Management 8 Elect Director S.P. Rockefeller For For Management 9 Elect Director J.J. Schiro For For Management 10 Elect Director L.G. Trotter For For Management 11 Elect Director D.Vasella For For Management 12 Elect Director M.D. White For For Management 13 Ratify Auditors For For Management 14 Report on Recycling Against Against Shareholder 15 Report on Genetically Engineered Products Against Against Shareholder 16 Report on Human Rights Policies Relating Against Against Shareholder to Water Use 17 Report on Global Warming Against Against Shareholder 18 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- PHILADELPHIA CONSOLIDATED HOLDING CORP. Ticker: PHLY Security ID: 717528103 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aminta Hawkins Breaux For For Management 1.2 Elect Director Michael J. Cascio For For Management 1.3 Elect Director Elizabeth H. Gemmill For For Management 1.4 Elect Director Paul R. Hertel, Jr. For For Management 1.5 Elect Director James J. Maguire For For Management 1.6 Elect Director James J. Maguire, Jr. For For Management 1.7 Elect Director Michael J. Morris For For Management 1.8 Elect Director Shaun F. O'Malley For For Management 1.9 Elect Director Donald A. Pizer For For Management 1.10 Elect Director Ronald R. Rock For For Management 1.11 Elect Director Sean S. Sweeney For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Increase Authorized Common Stock For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Ticker: PPG Security ID: 693506107 Meeting Date: APR 17, 2008 Meeting Type: Annual Record Date: FEB 22, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hugh Grant For For Management 1.2 Elect Director Michele J. Hooper For For Management 1.3 Elect Director Robert Mehrbian For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 22, 2008 Meeting Type: Annual Record Date: FEB 28, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nance K. Dicciani For For Management 1.2 Elect Director Edward G. Galante For For Management 1.3 Elect Director Ira D. Hall For For Management 1.4 Elect Director Raymond W. LeBoeuf For For Management 1.5 Elect Director Larry D. McVay For For Management 1.6 Elect Director Wayne T. Smith For For Management 1.7 Elect Director H. Mitchell Watson, Jr. For For Management 1.8 Elect Director Robert L. Wood For For Management 2 Require Majority Vote for Non-Contested For For Management Election 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- RAYTHEON CO. Ticker: RTN Security ID: 755111507 Meeting Date: MAY 29, 2008 Meeting Type: Annual Record Date: APR 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Barbara M. Barrett For For Management 2 Elect Director Vernon E. Clark For For Management 3 Elect Director John M. Deutch For For Management 4 Elect Director Frederic M. Poses For For Management 5 Elect Director Michael C. Ruettgers For For Management 6 Elect Director Ronald L. Skates For For Management 7 Elect Director William R. Spivey For For Management 8 Elect Director Linda G. Stuntz For For Management 9 Elect Director William H. Swanson For For Management 10 Ratify Auditors For For Management 11 Establish SERP Policy Against Against Shareholder 12 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- REINSURANCE GROUP OF AMERICA, INCORPORATED Ticker: RGA Security ID: 759351109 Meeting Date: MAY 21, 2008 Meeting Type: Annual Record Date: MAR 21, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Cliff Eason For For Management 1.2 Elect Director Joseph A. Reali For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- REPUBLIC SERVICES, INC. Ticker: RSG Security ID: 760759100 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James E. O'Connor For For Management 1.2 Elect Director Harris W. Hudson For For Management 1.3 Elect Director John W. Croghan For For Management 1.4 Elect Director W. Lee Nutter For For Management 1.5 Elect Director Ramon A. Rodriguez For For Management 1.6 Elect Director Allan C. Sorensen For For Management 1.7 Elect Director Michael W. Wickham For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SPX CORP. Ticker: SPW Security ID: 784635104 Meeting Date: MAY 1, 2008 Meeting Type: Annual Record Date: MAR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director J. Kermit Campbell For For Management 2 Elect Director Emerson U. Fullwood For For Management 3 Elect Director Michael J. Mancuso For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TEREX CORP. Ticker: TEX Security ID: 880779103 Meeting Date: JUL 17, 2007 Meeting Type: Special Record Date: MAY 31, 2007 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- TJX COMPANIES, INC., THE Ticker: TJX Security ID: 872540109 Meeting Date: JUN 3, 2008 Meeting Type: Annual Record Date: APR 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jos B. Alvarez For For Management 1.2 Elect Director Alan M. Bennett For For Management 1.3 Elect Director David A. Brandon For For Management 1.4 Elect Director Bernard Cammarata For For Management 1.5 Elect Director David T. Ching For For Management 1.6 Elect Director Michael F. Hines For For Management 1.7 Elect Director Amy B. Lane For For Management 1.8 Elect Director Carol Meyrowitz For For Management 1.9 Elect Director John F. O'Brien For For Management 1.10 Elect Director Robert F. Shapiro For For Management 1.11 Elect Director Willow B. Shire For For Management 1.12 Elect Director Fletcher H. Wiley For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Implement MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- TORCHMARK CORP. Ticker: TMK Security ID: 891027104 Meeting Date: APR 24, 2008 Meeting Type: Annual Record Date: MAR 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark S. McAndrew For For Management 1.2 Elect Director Sam R. Perry For For Management 1.3 Elect Director Lamar C. Smith For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Pay For Superior Performance Against Against Shareholder - -------------------------------------------------------------------------------- TRANSOCEAN INC. Ticker: RIG Security ID: G90073100 Meeting Date: MAY 16, 2008 Meeting Type: Annual Record Date: MAR 19, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 ELECTION OF DIRECTOR: JON A. MARSHALL For For Management 2 ELECTION OF DIRECTOR: MARTIN B. MCNAMARA For For Management 3 ELECTION OF DIRECTOR: ROBERT E. ROSE For For Management 4 ELECTION OF DIRECTOR: IAN C. STRACHAN For For Management 5 APPROVAL OF THE APPOINTMENT OF ERNST & For For Management YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008. - -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 6, 2008 Meeting Type: Annual Record Date: MAR 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Blythe J. McGarvie For For Management 1.12 Elect Director Glen D. Nelson, M.D. For For Management 1.13 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 8, 2008 Meeting Type: Annual Record Date: MAR 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director Michael J. Burns For For Management 1.3 Elect Director D. Scott Davis For For Management 1.4 Elect Director Stuart E. Eizenstat For For Management 1.5 Elect Director Michael L. Eskew For For Management 1.6 Elect Director Ann M. Livermore For For Management 1.7 Elect Director Rudy Markham For For Management 1.8 Elect Director John W. Thompson For For Management 1.9 Elect Director Carol B. Tome For For Management 1.10 Elect Director Ben Verwaayen For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORP. Ticker: UTX Security ID: 913017109 Meeting Date: APR 9, 2008 Meeting Type: Annual Record Date: FEB 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis R. Chenevert For For Management 1.2 Elect Director George David For For Management 1.3 Elect Director John V. Faraci For For Management 1.4 Elect Director Jean-Pierre Garnier For For Management 1.5 Elect Director Jamie S. Gorelick For For Management 1.6 Elect Director Charles R. Lee For For Management 1.7 Elect Director Richard D. McCormick For For Management 1.8 Elect Director Harold McGraw III For For Management 1.9 Elect Director Richard B. Myers For For Management 1.10 Elect Director H. Patrick Swygert For For Management 1.11 Elect Director Andre Villeneuve For For Management 1.12 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Adopt Principles for Health Care Reform Against Against Shareholder 5 Improve Human Rights Standards or Against Against Shareholder Policies 6 Pay For Superior Performance Against Against Shareholder 7 Report on Foreign Military Sales Against Against Shareholder - -------------------------------------------------------------------------------- VALMONT INDUSTRIES, INC. Ticker: VMI Security ID: 920253101 Meeting Date: APR 28, 2008 Meeting Type: Annual Record Date: FEB 29, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For For Management 1.2 Elect Director Walter Scott, Jr. For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management ========== END NPX REPORT 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: MFS SERIES TRUST XII By (Signature and Title) Robert J. Manning ---------------------------------------------- Robert J. Manning, Principal Executive Officer Date: August 26, 2008